We pack a - mybet Holding SE

Transcription

01
13
annual report 2012
The financial report
All about the 2012 Annual Report:
Combined Management Report,
Consolidated Financial Statements,
Corporate Governance
We pack a
Punch!
THE COMPANY
Informative, entertaining
and interesting facts about
the mybet Group
01/12
Structure & Strategy
Sports & Horse Betting
Casino & Poker
Employees & Management
Key figures for the group
mybet Holding SE key figures for the group, IFRS
Income Statement
2012
€ '000
2011
€ '000
2010
€ '000
2009
€ '000
2008
€ '000
Gross revenue
240,593
190,152
154,075
129,319
123,542
Payouts of winnings
171,399
129,466
102,886
81,415
77,883
Revenues
69,195
60,868
51,189
47,904
45,659
Sports Betting
33,764
25,096
21,300
15,649
-
Casino & Poker
21,671
17,100
12,863
9,359
-
Lotteries
6,236
13,667
13,562
19,553
-
Horse Betting
5,685
4,847
2,979
3,244
-
Net Gaming Revenue (NGR)
68,312
60,128
50,705
47,290
45,178
EBITDA
10,992
6,871
546
4,212
5,957
EBIT
7,248
1,633
-3,814
-6,717
-10,441
EBT
7,209
1,252
-4,221
-7,198
-10,418
Consolidated earnings
6,108
1,499
-4,170
-7,195
-16,922
Earnings per share (EUR)
0,25
0,06
-0,21
-0,46
-1,06
Employees [average over period]
176
177
191
201
184
Revenue per employee
393
343
268
238
248
Balance Sheet
31/12/2012
€ '000
31/12/2011
€ '000
31/12/2010
€'000
31/12/2009
€ '000
31/12/2008
€ '000
Non-current assets
20,419
18,755
20,469
16,538
26,511
Deferred taxes
969
2,357
2,000
1,329
2,093
Cash holdings
14,884
7,187
5,798
9,562
12,861
Shareholders’ equity
28,520
22,673
15,015
17,093
20,315
Balance sheet total
43,925
37,374
36,446
40,585
48,630
64.9%
60.7%
41.2%
42.1%
41.8%
Equity ratio
Note
Due to rounding, numbers presented throughout this document may not
add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
2
Report of the Supervisory Board
Combined Management Report
Consolidated Financial Statements
Shares
MYBET at a glance
Consolidated revenue
Other
EUR million
Casino & Poker
Horse Betting
Sports Betting
Lotteries
0.4
2010
2011
2012
21.3
13.6
12.9
25.1
17.1
13.7
21.7
33.8
Personnel
Employees, average for period
Revenue per employee, EUR ’000
Employees/€‘000
51.2
3.0
200
800
4.8
60.7
6.2
5.7
Development in earnings
1.8
69.2
EBITDA
EBIT
EBITDA/EBIT (€‘000)
14,000
12,000
150
600
10,000
8,000
6,000
100
343
393
400
268
10,992
4,000
7,248
6,871
2,000
0
200
50
-2,000
1,633
546
-3,814
-4,000
2010
2010 20112012
2011
2012
in €‘000
2010
-4,170
2011
1,499
2012
6,108
-6,000
-4,000-2,000
0 2,0004,0006,0008,000
3
01/12
Casino & Poker
Letter to Shareholders
Kiel, March 2013
Dear shareholders,
This Annual Report welcomes you to our company in its new guise as mybet Holding SE. With
the sale of the lottery operations in May 2012
and the change of name to mybet, we have
stepped up our focus on the product areas of
sports betting, casino and poker. To reflect this
new direction, we have launched a revamped
corporate website at mybet-se.com and adopted an entirely new design for our Annual
Report. Our intention is to use this publication
to give you an insight into the sheer diversity
of the world of betting and the exciting, entertaining character of our line of business. And it
incorporates a magazine that goes way beyond
presenting you with dry figures, in seeking to
convey the background to our business in an
informative and entertaining way. We sincerely
hope you find it an enjoyable read.
We have every reason to be satisfied with the
operating performance in the 2012 financial
year. Although the development in the Spanish market and a number of months with
weak bookmaker’s margins prevented us from
showing the operating profit we had hoped for,
the outstanding development in the key figu4
res in our core business area Sports Betting,
the successful sale of the lottery operations
and the satisfying growth of our former “problem child” pferdewetten.de are all evidence of
a positive overall trend. Consolidated revenue
climbed 14 percent to EUR 69.2 million despite
the loss of lottery revenue. EBIT of EUR 7.2 million was well up on the previous year, thanks
in no small measure to the divestment proceeds from the sale of the lottery operations.
On closer scrutiny, too, it emerges that our new
core business area achieved strong earnings
growth of EUR 1.7 million.
Following a change of government in the first
half of 2012, Schleswig-Holstein threw out
its exemplary regulation and signed up to the
legally dubious State Treaty of the other 15
federal states. A political decision that led to
widespread disbelief among the experts. The
good news is that the licences for sports betting, casino and poker, of which mybet was one
of the recipients under the Schleswig-Holstein
legislation, are valid for at least six years. And the State Treaty on gaming of the other federal
states is not all bad news, either. For the first
time ever it will be possible for providers such
as mybet to market sports betting throughout
Germany. On the other hand agency services
for lottery products – formerly our core busi-
ness area – will continue to be dependent on
the whim of the state lottery companies, and
deliver much lower margins. Profitable business in that area is consequently almost impossible. That is also the main reason why we
parted company with our German-language
lottery operations in May 2012.
The slimmed-down, well-focused new organisational structure means we are outstandingly
placed for further growth and a successful future in a liberalised German gaming market.
The strong development in the key figures and
the sound start to the 2013 financial year prove the strategy is working. We would be delighted for you to join us on our journey forward.
Cordial greetings,
Mathias Dahms
Stefan Hänel
008
014
Shares
structure & strategy
Sports & horse betting
028
Casino & poker
036
employees
002 Key Figures
042 Corporate Governance
004 Letter to Shareholders
052 Combined Management Report
006 mybet 2012
072 Consolidated Financial Statements
008 Structure & Strategy
074
014 Sports & Horse Betting
077 Cash Flow Statement
028 casino & poker
Consolidated Balance Sheet
076 Consolidated Income Statement
078 Statement of Movements in Equity
080 IFRS Notes to the Consolidated Financial Statements
036 Employees & Management
118 Responsibility Statement by the Management
038 Report of the Supervisory Board
119 Audit Certificate
120 Shares / Investor Relations
123 Milestones / Financial Calendar
5
01/12
Casino & Poker
SDAX
mybet
10/05/2012
Successful start to
2012 financial year
with strong first
quarter
08/05/2012
Lottery operations
and JAXX brand sold
for € 12.5 million
19/03/2012
Positive result for
2011 announced
1.50 €
03/05/2012
18/06/2012
mybet granted sports
betting licence in
Schleswig-Holstein
1.40 €
Holding company
changes name from
JAXX SE to mybet
Holding SE
19/01/2012
Negotiations on sale
of lottery operations
begin
01/06/2012
mybet Group
companies receive
licence in Spain
1.30 €
1.20 €
1.10 €
January
6
February
March
April
May
June
Shares
mybet 2012
19.12.2012
Schleswig-Holstein
Ministry of the Interior
awards mybet one of
the first poker and
casino licences
08/11/2012
Weak margin erodes result in third
quarter, but pace of
growth maintained
01/07/2012
mybet does brisk business during European
Championship in Poland and Ukraine
5500
15/07/2012
mybet reports
successful first-half
result
5000
4500
4000
July
August
September
October
November
December
7
01/12
Horse Betting / Other
Casino & Poker
mybet in Europe
Branches and subsidiaries
Kiel
Hamburg
Berlin
Düsseldorf
Brussels
Vienna
Modena
Madrid
Malta
8
Shares
primed for growth
JAXX becomes mybet
Full speed ahead! The mybet Group laid the
foundations for a successful future in 2012. In
selling off the German-language lottery operations and the JAXX brand, mybet has further
honed its profile. It has now brought the business areas sports betting, casino and poker
more sharply into focus. The awarding of the
first Schleswig-Holstein sports betting licence
in May 2012 and the permit for casino and poker games on the Internet granted in December 2012 provide the regulatory framework.
Since 2006 – the year of the takeover of PEI
Ltd. and its mybet betting products – betting
stakes have risen on average by 36 percent
per year. After rather weaker growth rates in
2009 to 2011, when regulatory hurdles made
it almost impossible to market sports betting,
business bounced back in 2012. The Schles-
wig-Holstein licences created fresh opportunities once again for marketers. The second
half of the 2012 financial year was especially
strong, bolstered by the UEFA European Championship in Poland and Ukraine.
mybet − a strong brand
mybet invested further in the brand’s development in 2012. It successfully raised brand
awareness by choosing to get involved in very
specific marketing and sponsorship activities. The decision to sponsor the Bundesliga
football teams Fortuna Düsseldorf and SpVgg
Greuther Fürth has already paid dividends.
Brand specialists rated both moves as the
best deals of 2012. The sponsorship package
for the two newly promoted teams currently represents the best value for money in the
Bundesliga.
Brand awareness of mybet has been further
increased by the advertising measures. In
the latest study conducted by nurago GmbH,
a subsidiary of Germany’s biggest market researcher GfK SE, around 800 persons who fall
into the target group of people aged between
20 and 50 were interviewed. mybet achieves very good ratings for both prompted and
unprompted recognition and is in third place
among private betting providers.
mybet is renowned for its very efficient marketing work. While other competitors channel
around one-quarter of their revenue into advertising, mybet earmarks around 20 percent
yet achieves above-average revenue growth.
Some operators even invest up to 50 percent
of their revenue in marketing. A strategy that
mybet believes is misguided.
Sports betting stakes 2006 – 2012
+35%
Source: mybet Holding SE
36%
+29%
compounded annual growth rate
+28%
+25%
+52%
+46%
3.9
9.3
6.6
9.5
Q1Q2Q3Q4
7.6
9.8
9.9
15.3
Q1Q2Q3Q4
14.4 15.8 14.8 19.8
17.7
19.0 18.7 25.2
Q1Q2Q3Q4
Q1Q2Q3Q4
25.2 24.5 22.9 34.5
34.2 31.2 32.3 40.4
45.9 51.7 38.6 49.9
Q1Q2Q3Q4
Q1Q2Q3Q4
Q1Q2Q3Q4
20062007 200820092010 2011 2012
9
01/12
Liberalisation
driving growth
Casino & Poker
Growth trend intact
The partial opening-up of the gaming market
is likely to trigger off strong growth in the German market. According to MECN, gross betting
revenue for 2011 over the Internet alone came
to around EUR 1 billion. The market researchers expect this to grow to about EUR 1.7
billion by 2015. That is an increase of some 70
percent.
The mybet Group again enjoyed a double-digit
percentage rise in gross revenue in the 2012
financial year, taking it to a new record level of
EUR 240.6 million. Revenue, which does not include winnings paid out, climbed 14 percent to
EUR 69.2 million – even though this figure no
longer includes revenue from the lottery operations following their disposal.
Forecast for online gaming in Germany
The biggest contributor to revenue in the 2012
financial year was the Sports Betting segment.
Revenue from casino and poker products has
also risen substantially in recent years, whereas the Lotteries segment is declining and the
sale of JAXX business means it will be wound
up altogether in the future. Horse betting business is able to report profitable growth once
more thanks to the sound performance of the
mybet investment pferdewetten.de AG.
Casino & Poker
Sports Betting
Lotteries
Gross betting revenue in EUR million (source: MECN 2012)
2011
288
2015
574
462
129
47
47
1 billion
842
500
337
1000
1.7 billion
67
1500
Revenue performance of the mybet Group, 2009–2012
Revenue, EUR million
+14.0%
+18.6%
+6.9%
47.9
3,3
69.2
60.7
51.2
3,5
4,8
13,7
13,6
19,6
7,5
6,2
21,7
17,1
12,9
9,4
15,7
2009
10
33,8
21,3
2010
25,1
2011
2012
mybet
Shares
internationally
Paris. London. New York. International companies like to have branches in the hippest locations. We think it’s often
more rewarding to look further afield (see our feature on Yakutia, p. 14 ff.). Because people all over the world like
betting. That’s why you’ll also find mybet in a few unexpected places.
Bets per betting slip
Stake per betting slip
Macedonia
Kazakhstan
kazakhstan
macedonia
3.9
15.30€
cyprus
17.90€
4.4
GHANA
Ghana
Cyprus
9.5
2.60€
4.9
26.30€
11
01/12
Casino & Poker
Top 5: betting stakes
euro
2012
THE
best
The most
successful
matches in the
European Championship from mybet’s
perspective
Spain
4:0
Italy
– Final –
792,000 EURO
Germany 1 : 2 Italy
778,000 EURO
Quarter-final
Germany 4 : 1 Greece
663,000 EURO
Quarter-final
England 2 : 4 Italy
620,000 EURO
Portugal 2 : 4 Spain
580,000 EURO
Semi-final
Semi-final
Top 5: hold
Portugal
2:4
Spain
– Semi-final –
240,000 EURO
Spain 4 : 0 Italy
239,000 EURO
Group B
Netherlands 0 : 1 Denmark
231,000 EURO
Group A
Poland 1 : 1 Russia
164,000 EURO
Semi-final
Germany 1 : 2 Italy
152,000 EURO
Final
Top 5: bookmaker’s margin
Nederland
0:1
Denmark
– Group B –
64.8%
12
Group A
Poland 1 : 1 Russia
64.8%
Group C
Spain 1 : 1 Italy
49.0%
Group A
Czech Republic 1 : 0 Poland
45.7%
Group D
Sweden 2 : 0 France
43.3%
Shares
BEWARE THE BIG, BAD INTERNET
commentary by Mathias Dahms
Politics is the business of interpreting matters in whichever way
best suits your cause. A salient example of this view is how gaming has been treated. Whenever facebook, Google and other
Internet companies use people’s data to make money, politicians demonise them, accuse them of not sufficiently respecting
privacy, and call for practices to be halted. Yet this awareness
of the capabilities of new media is completely disregarded when
it comes to regulating private gaming products on the Internet. All of a sudden, a lack of transparency is a problem and
dangers are perceived to be louring in every nook and cranny.
Yet every Internet customer is registered, their data checked,
and they are “monitored”. Politicians refuse to acknowledge
this; they want to erect bulwarks around products so that no
unwitting citizen might be ensnared in this anonymous quagmire. Gambling addiction and money laundering are the imagined threats that need to be tackled! The scope that the Internet
specifically offers for responding to the specific needs of each
individual customer is neglected and pushed under the carpet.
This “blindness” about the Internet afflicts not just politicians,
but also occasionally judges, too, even among those at the ECJ.
Mathias Dahms, Management Board spokesman of mybet Holding se
13
01/12
Casino & Poker
The beautiful
game and horsepower
Cashing in on the
European Championship
For mybet, football’s European Championship
in Poland and Ukraine was like having an extra month’s revenue. Customers placed bets
amounting to over EUR 12 million online and
over shop counters. The bookmaker does especially well when the outsider wins – because
the probability is lower, so the margin is higher.
The average margin for mybet, in other words
the proportion of the betting stakes that the
company keeps after paying out winnings, was
17.5 percent over the 2012 financial year as a
whole. Surprise results, such as Denmark’s 1-0
win over the Netherlands in Group B, can even
push the margin above 60 percent. And – painful though it is to admit – Germany’s semi-final
exit at the hands of Italy was good for mybet,
because when the favourite crashes out of the
competition the bookmakers’ profits soar. The
14
top encounter of Euro 2012 from mybet’s point
of view was the semi-final between Portugal
and the reigning European Champions Spain,
who then went on to retain their title. The goalless scoreline after 90 minutes produced a record hold (gross profit) of almost a quarter of
a million euros. The fact that Spain then lived
up to their role as favourites in winning the
penalty shoot-out 4-2 was ultimately of little
consequence for mybet’s bottom line.
mybet sets the bar high
The key performance indicator in mybet’s
business model is the ratio between betting
stakes and winnings paid out: the bookmaker’s
margin. Despite growing competition, there
was a slight improvement in margins year on
year. Overall, the margin in the Sports Betting
segment was 17.5 percent in the 2012 finan-
cial year, compared with 17.2 percent in the
previous year. The margin at mybet’s 500 or
so betting shops throughout Europe averaged
22.0 percent (2011: 21.0 percent). The margin for online products was around 12.8 percent (12.5 percent). These figures put mybet’s
bookmaking team among the most successful
in the industry, as confirmed by a market study conducted in 2012: MECN’s market researchers concluded that mybet’s margin sets the
benchmark. While the industry average for Internet business was about 8.4 percent in 2011,
mybet achieved a margin of 12.5 percent online. The key to its success? mybet’s chief
bookmaker, Jakob Vestergaard-Laustsen, reveals a few tricks of the trade in an interview
on page 24.
mybet on the Internet
The family of mybet products keeps growing.
Bookmaker’s margins for selected online betting providers, 2010 / 2011
Shares
2011
2010
mybet
12.5 %
15.5 %
Average
Sportingbet
7.9 %
8.1 %
BWIN
7.7 %
7.5 %
William Hill online
7.0 %
8.0 %
Bet-at-home
6.0 %
7.4 %
Revenue for Sports and Horse Betting segments, 2009 – 2012
Horse betting
Sports betting
mybet Group, revenue in EUR million
5.7
4.8
3.0
3.2
33.8
25.1
21.3
15.7
+35%
+18%
+36%
2009
2010
2011
2012
15
01/12
As well as mybet.com, there is now a whole
host of country-specific product sites such as
mybet.de, mybet.it and netbet.es. Hardly any
other provider in the world offers such a comprehensive range of game versions and betting
forms, with a regular portfolio of up to 14,000
online sports betting options. Comprehensive
background information based on contextspecific statistics on every event, every team
and every athlete helps customers assess the
probability of the betting tips. For instance, the
current and past performances and results of
all teams and players can be examined.
There has also been a web app for smartphones available since the end of 2012. It is perfectly tailored to the needs of football fans and
offers a quick, convenient way of placing bets
while out and about. In the course of 2013 the
application will gradually be rolled out to include other sports, and will also be optimised for
tablets.
mybet in the shop
The two-pronged sales approach is an important aspect of the growth strategy. As well as
over the Internet, mybet conducts its business
through the mybet chain of shops operated
under franchise; these bring in around half
of betting stakes. mybet’s franchise partners
operate 443 shops, including 232 in Germany (as at December 31, 2012). There are also
mybet shops in countries such as Belgium,
Greece Kazakhstan, Cyprus – and even Ghana.
For a tour of the world of mybet shops, see p.
11. For 2013, mybet is planning to step up its
Casino & Poker
investment in its own shops in Germany. It is
focusing specifically on shops that generate
betting stakes of more than EUR 100 thousand
per month. mybet aims to be running between
50 and 60 of its own shops in the next two years.
sitively: revenue grew year on year by 17.3 percent, from EUR 4,8 million to EUR 5.7 million.
Profitable growth
for pferdewetten.de
pferdewetten.de AG, in which mybet Holding
SE has a 63.5 percent interest, again put in
a very good business performance. Following
on from the previous year’s successful turnatound, the pferdewetten.de Group reported
substantially improved revenue and earnings
in the 2012 financial year.
Sustained high
growth rate
The best
football quotes of
2012
“Today was about our lack of ability
to not produce the ability we’ve got”
SAM ALLERDYCE
In the 2012 financial year, revenue in the
Sports Betting segment was 34.5 percent up
on the prior-year period, and was increased
from EUR 25.1 million to EUR 33.8 million.
Of the betting stakes of EUR 186 million recorded in the 2012 financial year, 49 percent
were generated by Internet products (online)
and 51 percent at physical betting shops (offline). In the previous year, betting stakes had
amounted to EUR 138 million. Online products
brought in 45 percent of this total, and the
franchise shops 55 percent.
The Horse Betting segment, which is dominated by pferdewetten.de AG, also developed po-
“We played under the sort of pressure we’ve played all season, albeit
a different sort of pressure”
SAM ALLERDYCE
“The area you’re trying to protect
at corners is the goal”
CHRIS KAMARA
“Fernando Torres is playing out
of his face at the moment”
TOMMY LANGLEY
“In the first half, I didn’t see the second half coming, that’s for sure”
MICK McCARTHY
“I haven’t seen it,
but it looks generous”
ARSENE WENGER
“The thing about goalscorers is
that they score goals”
TONY COTTEE “He’s got a lot of
self-belief in himself”
GRAHAM BEECROFT
“It’s so daft it’s almost stupid”
CHRIS KAMARA Clear and intuitive: mybet’s online presence
16
“He’s the player
who can unlock the key”
STUART ROBSON
Shares
17
01/12
Casino & Poker
Betting – a worldwide
phenomenon
Yakutia
1,000 rubles
on the palomino
In the far east of Siberia, over on the far right
of the map of Russia, lies the land of Yakutia.
Home to the Turkic people of the Yakuts. On
a large plain outside their capital Yakutsk,
not far from the river Lena, I listen to blackhaired women with fabulous cheek bones sing
songs from their Olonkho epics dating back
thousands of years. You can tell from their eyes
how they are transported into another world by
their own singing. They return accompanied
by the gods, attracted by these reverberating,
deep, guttural sounds. So does that make the
Ysakh festival, with which the Yakuts mark
the summer solstice, an utterly sacred affair?
Just a couple of paces beyond these awesome singers, two women are rolling around in
the dust. They are grappling with a short stick,
while pushing with their feet against a board
18
nailed into the ground between them. Not a
graceful affair, just stubborn power and sweat
and grunting worthy of Monica Seles. It looks
serious. Probably an ancient clan feud among
nomadic horse people. A ring of spectators has
gathered around the two women. As new spectators arrive, they push their way through to a
man in a training suit, his trouser-bottoms tucked into jackboots and a heavy slaughterer’s
knife attached to his belt. The people call something to him and hand him banknotes. This
is no feud – it’s a betting event! The longer the
women tussle for the piece of wood, the faster
the stream of banknotes becomes. The man
doesn’t have a pad to note down the bets; the
people simply hand over their cash and he nods
to confirm the transaction. It makes me wonder what Alice Schwarzer would make of the
women doing battle and the men busily betting. Eventually one of the women loses hold
of the stick. The winners collect their winnings
and the crowd disperses. No jubilation or tears;
the excitement has evaporated at a stroke. If
you live in a country such as Yakutia, you don’t
get into outward displays of the joy of winning
a bet or other finer sentiments: the summers
are so hot it feels like this is the home of a fire
god, and the winters are probably colder than
any other place on earth. The nearest mybet
Shares
YakutiA
Yakutia, along with the language, is
known by the Yakuts themselves as
Sakha, with a softly aspirated “ch” in
the middle. Russia‘s largest republic, it
is a land amazingly rich in mineral deposits. Much of the proceeds of their
extraction does not remain in the region, and finds its way to Moscow.
AREA
outpost might just as well be on another planet – though in reality it is a few thousand kilometres to the southwest in Kazakhstan. Too
far away for any of the 20 partner shops that
serve the Kazakhs to be of much use right now.
After watching the women do battle, Gregori
latches on to me. Gregori wants to show his
friends how good his English is and explains
what’s going on around us. There’s singing,
fermented mare’s milk and all sorts of sporting
activity.
There’s archery happening on a meadow. Another chance to place bets, but it doesn‘t whet
my appetite. At the edge of the festival site
there is a horse racecourse. The horses are
presented. In a loud voice, a shaman character
declaims sacred verse. According to Gregori, anyway. For all I know he might just as well
be promoting horse feed. He then sprinkles
mare’s milk on the racecourse. The golden
light, the smell of perspiring horses and the
excitement of the throng make me cast off
my tourist’s caution. The big palomino stallion
with the white mane is an obvious winner. I ask
Gregori to put 100 rubles on it for me. He looks
disappointed. Okay, I hand over 1,000 rubles.
Equivalent to 24 euros, but it feels like sheer
decadence. I need to hold onto that feeling for
a while: my horse doesn’t even finish the race.
I’m sure those beautiful black-haired women
have a song about foreigners who are taken in
by the wrong horse. (bes)
3,083,523 km²
POPULATIoN
958,528
Population density
0.3 inhabitants/km²
Official languages
Yakut, Russian
19
19
01/12
Only a friendly, but 100 % committed: mybet was involved in numerous
top sporting events in 2012 – such as this match between Denmark and
Brazil in Hamburg on May 26, 2012.
20
Casino & Poker
Shares
21
01/12
Casino & Poker
THE EASY WAY TO PLACE A BET
The sports betting section of mybet.de
1
2
3
4
1
You can start by choosing the sport, region and league from the
menu on the left. Just choose the area that interests you. In the
main column in the centre, you’ll see all the events on which you
can bet in the sport, region and league of your choice.
3
Click on the odds to bet on the outcome you are predicting – we
call that placing your tip (click on the tip again to remove it from
the selection).*
2
In the column under the outcomes (1 means “home win”, X
means “draw” and 2 means “away win”), you will see the odds
that our bookmakers are offering.*
4
On the right-hand side you’ll see your open betting slip, showing your tips, the overall odds, the individual stakes, the total
stake and the possible winnings. In the “Stake” field, enter the
amount that you would like to place on this betting slip.
* Our bookmakers calculate the odds based on the likelihood of the result they expect. Odds of close to 1 mean
our bookmakers consider a result to be highly likely. The higher the odds, the less likely our bookmakers think
the result in question will be. Odds of up to 1,000 are conceivable! If your prediction is correct, your stake is
multiplied by the odds. So if you bet € 10 and the odds are 2.35, you stand to win € 23.50.
22
Shares
s
Bet
t…
n’
ca
… kiss your elbow?”
ose
u
yo
’t l
can
you
et
“B
Admittedly, the appeal of betting is that
you can never be sure of winning. Just for a
change, how about a few bets with a 100 percent probability of winning? Here are some
bets you simply can’t lose:
... stand with your right shoulder and your right
foot against a wall, then raise your left foot without falling over?”
… blow a ball of paper in the neck of a bottle into
the bottle without touching the bottle itself?”
… stand up without
leaning forward?”
… stay sitting at the table until I’ve knocked
three times? (Knock twice, then leave.)”
… fold an ordinary sheet of paper in half more than seven times?”
… jump over a book?
(Place the book in a corner.)”
…eat 20 pretzel sticks in 1
minute? Without drinking!”
23
01/12
Casino & Poker
The (un)predictable one
Bookmaker – it all sounds like such a sedate job. Of
rustling paper and a tranquil environment. “No chance”,
laughs Jakob Vestergaard-Laustsen. The 36-year-old is
Chief Bookmaker at mybet. And he needs nerves of steel
to do his job.
When Jakob switches on his computer each morning, the first reports
already await his critical scrutiny. The previous day’s trading figures
need to be examined for anything out of the ordinary. The things that
give Jakob a real adrenaline rush include unusually high payouts of winnings. Because as Chief Bookmaker he is responsible for calculating the
odds and for risk management. In most cases he is spot on with his calculations. But the business of betting would not be so fascinating without that spark of unpredictability. “Having to pay out big winnings can
really hurt,” admits the Dane. “But if you understand statistics, you know
that a few ‘black days’ are actually normal. The longer you’ve been doing
it, the more relaxed you are about it.”
In Jakob’s case, that means the past five years at mybet. Working at
the branch on Malta is a dream job for the economist. Because mybet
is industry leader for profit margins. “That doesn’t mean we take brazen risks in the quest of maximising our profit,” he explains. “Rather, our
success stems from the way our customers bet. Most of them prefer to
place combined bets on several favourites. The profit on such bets is
markedly higher than on single bets, but the chances are lower.”
Obviously Jakob and his team try to predict the outcome of a bet as
accurately as possible with the help of statistics. Anyone who found
maths difficult at school is likely to come over all queasy at the mere
sight of the screens in front of these statistics professionals. Interminable series of numbers and tables scroll across the screen, while current
sporting events are running in the background. “We always have one eye
on sports events,” explains Jakob, “so that we can calculate the odds for
live betting.”
Is it possible to be a bookmaker without electronic backup? Jakob believes not. Though his trade dates back to the 18th century, to a time when
London’s young aristocrats were swept up in betting fever. Because
many of those sealing a bet were inebriated at the time, subsequent
disputes about the stake often ended up in a brawl. Canny innkeepers
who feared for their furniture and clientele started to keep a record of
bets and the stake in an official book. Because “making a book” sounded more elegant than “accepting a bet”, the term was retained when
the activity evolved into a profession. “I like the nostalgic sound of my
profession,” admits Jakob. “Even if the reality is a far cry from sedate.”
24
Shares
MYBET ON THE WEB
You can now also call up the key information from the 2012 Annual Report in our online magazine. With its wealth
of interactive elements, the web version is worth a closer look even if you are already familiar with the print version.
Enjoy clicking!
Take a look here (german only):
magazin2012.mybet-se.com
25
01/12
Casino & Poker
“I go into a game believing we can win”
Football is merciless. You can go from to riding a wave of
success to defeat in a matter of minutes. The pressure to
succeed is huge. Coach, fans, players and sponsors – everyone expects top performances. Only those who are utterly passionate about the game can stand the pace. Stefan
Reisinger, Fortuna Düsseldorf forward, talks about motivation and passion.
Satisfaction or dissatisfaction – which do you find more motivating?
I’m never satisfied. I think that’s a clear-cut answer to your question.
Which game do you like to recall if you need to use past experiences to
motivate yourself?
This season, I scored three important goals in a week. The second goal in
the 2-0 win against Hamburger SV that brought us our first home win in
the Bundesliga in 15 years, the equaliser at Dortmund‘s Signal Iduna Park,
where we clinched a point against BVB, and the first goal in the 4-0 win over
Eintracht Frankfurt were very special experiences for me. That makes it a
week really worth remembering, and such moments really give you an extra
surge of motivation.
Who do you need to be there in the stadium and in the stands to make sure
you keep giving your all right to the very last minute if your team is 5-0
down?
It doesn’t make any difference at all to me who’s watching the match or
not. Obviously I have to give one hundred percent from the first till the last
minute. Nothing less will do as far as I’m concerned.
Statistics are merciless: let’s assume you’ve always lost when playing
away at one of your next opponents. You’re in the coach travelling to the
game. What makes you believe you can still win?
The fact that every run of statistics will end sometime. I go into every game
believing we can win. Things are always possible, whoever you are playing.
Which sound do you like to hear the most after a successful match?
I get goosebumps when I hear “Tage wie diese” by Die Toten Hosen playing
in our ESPRIT arena after winning at home. It’s just fantastic to celebrate
with the fans.
Which motivational saying are you sick of hearing?
To be honest, I can’t think of any sayings like that. Do such sayings really
exist? I think motivation never does any harm.
mybet has been premium partner
of Fortuna Düsseldorf since the start of 2012
Photo: © Fortuna Düsseldorf
26
Shares
Stefan Reisinger (31)
Fortuna Düsseldorf player
since 2012/2013 season
WHAT MOTIVATES YOU?
27
01/12
Casino & Poker
Casino And Poker
Gaming for everyone
Poker – Gisela (43) and Jürgen (48) from Rendsburg always thought of it as a game played in
smoky back rooms and Wild West saloons . Until they got hooked on a live poker broadcast
while channel-surfing. “I didn’t understand the
rules straight away, but it was still exciting,”
recalls Jürgen. The very next day, the couple
took online tutorials to learn the basic rules of
the game. It was not long before they felt ready
to have a go at playing themselves. “Obviously just with play money at first,” laughs Gisela.
“But then we started venturing the occasional
few euros,” adds Jürgen.
28
Perfect for greenhorns
and old hands
Online casino services such as mybet are the
ideal environment for newcomers such as Gisela and Jürgen to take their first tentative
steps in the world of gaming. Unlike physical
casinos, there are no opening hours or dress
codes. All games are explained from scratch
and can first be tested free of charge in the
practice mode. No special computer knowledge is needed – you play directly in your
browser. And you will always find a table offering your preferred poker version and stake
limits, alongside other players who are at the
same level as you.
Professionals, too, will be in their element
at mybet. Because Europe’s biggest poker
community brings together the best of the
best – so it is perfect for anyone who wants
to test and improve their strategy. Thanks to
the “hand history”, players can analyse their
moves after the event, to improve their game.
mybet continues to grow
The extensive range of games, from poker
and black jack to fun games and slot machines, combined with professional support and
high-quality presentation, is paying dividends:
the mybet Group’s Casino and Poker segment
maintained its clear upward trend in 2012.
Revenue was up 26.7 percent on the previous
year, at EUR 21.7 million – despite the exceptionally high payout rate of 97 percent of stakes.
Revenue for Casino & Poker Segment, 2009-2012
(mybet Group, revenue in EUR million)
Shares
21.7
17.1
12.9
9.4
+26.7%
+32.9%
+37.4%
2009
2010
New online casinos in
Spain and Italy
This healthy pattern is also mirrored on international markets. In 2012, mybet once again significantly expanded its casino and poker range.
Based on new licences secured in Italy and Spain,
the new platforms netbet.es, poquer.es and mybet.it were launched in these markets. The range of casino products at mybet.de based on the
Schleswig-Holstein licence will follow in 2013.
2011
Responsible gaming
As providers in the gaming industry, the companies of the mybet Group are aware that customers participating in games of skill and chance
are also at risk of developing problem behaviour.
By implementing preventive and educational
measures in partnership with leading addiction
research institutes, they systematically strive to
protect their customers and encourage them to
play responsibly. This important task is taken
very seriously.
2012
order to spot any warning signs and swiftly avert
any danger of addiction. The mybet Group’s
companies also offer their customers a wide variety of sources of information about gambling
addiction. For example, players can take a test
on the product websites to identify whether there is any indication of an addiction risk in their
gaming habits.
Every product provided by the mybet Group includes important information for players about
independent advisory services and helplines,
and the option of self-exclusion.
Alongside the tough legal requirements that
have to be met before licences are granted and
renewed, the companies in the mybet Group use
effective tools for analysing player behaviour in
29
01/12
Casino & Poker
Guest commentary
On the latest regulatory developments in Germany
According to Heraclitus, everything changes and nothing remains unchanged. There can be no more fitting saying
to describe the gaming industry in Germany“, says Dr Ronald Reichert, partner of the legal firm Redeker Selbner
Dahs and an internationally highly regarded expert on gaming law.
Rarely have Germany’s legislators performed such dramatic volte-faces
in such a short time. That is as true of Schleswig-Holstein’s regulation
as it is of what Germany’s other federal states have done: SchleswigHolstein’s gaming legislation marked a measure of realism and moderation that was in stark contrast to the twists and turns of the ban being
promoted elsewhere in Germany, so much so that it even attracted the
attention of the USA; then, just a few months on, the state performed a
backward somersault and accepted the State Treaty on gaming (GlüStV).
The facts remained the same, but the colour of the state government
had changed.
The other federal states, too, have now brought on paradigm shifts that
are much more significant than is widely recognised. Not only does the
new State Treaty on Gaming definitively signal the end of the road for
the sports betting monopoly that had been the ultimate goal for so long.
The concept of the experimental clause for the six-year regulation can
barely conceal that.
The Internet ban, too, is a mere shadow of its former self. In the sports
betting sphere, the approval system for concessionaries wishing to
conduct activities over the Internet, hold lotteries and offer commercial
agency services now instead introduces an obligation to seek a permit.
As if that were not enough, it is already clear that at least the European
Commission considers Schleswig-Holstein’s chopping and changing to
be incompatible with EU law. And according to ECJ case law, the same is
probably true of Germany’s legal position as a whole. The ECJ now needs
to clarify this. The Federal Court of Justice has submitted the question
to it.
For a business to succeed within such a fragile framework, it takes flexibility, a deep knowledge of the market and a finger on the pulse of those
behind the regulations. mybet Holding SE and its subsidiary P.E.I. Ltd. are
among the small group of companies that have demonstrated over the
past few years they are capable of doing this. As regards what lies ahead,
even the experts are finding it hard to predict what the very basis of
business will be. At best they can attempt to draw up a set of guidelines
that will assure some measure of success regardless of any regulatory
changes. Business models must then be tailored accordingly. Amid all
this, the following statements probably hold true:
1. There is a trend towards greater regulation. The battle is shifting
from bans to restrictions, which will necessitate technically advanced
30
systems and consumer protection processes if they are to be heeded
properly.
2. Only players with permits will be able to survive in the German market
in the long run. Schleswig-Holstein has issued the first gaming licences
for sports betting.
3. The Schleswig-Holstein permits are awarded on a closed-shop basis to privileged providers , which are permitted to offer a particularly
wide range of sports betting. At least within Schleswig-Holstein, they are
much better placed than future permit-holders will be under the GlüStV.
4. Operators with a permit in Schleswig-Holstein are likely to have better
prospects of being accepted as one of the 20 sports betting concessionaries under the GlüStV. This is politically expedient as a means of
rebutting objections about the legislation’s lack of coherence. From a
legal viewpoint there is a case for demarcating the scope of application
of the permits.
5. Those holding a sports betting licence under the GlüStV are generally
at an advantage nationwide as over-the-counter providers. The licence
paves the way for introducing a brand nationwide. The foreseeable disadvantages of the ancillary provisions are probably outweighed by promotional opportunities.
6. It is much more difficult to make reliable predictions about the online
sector. The cap on stakes under Section 4 (5) No. 2 of GlüStV bans their
netting against customers’ winnings. That suits the state-run provider
Oddset, which retains 60 % of its revenue, but not private online providers, which pay out up to 95 % to their customers. The regulation is neither compatible with the absence of a cap on stakes for casinos, Lotto
and commercial games, nor enforceable against illegal competitors. The
EU commission has already voiced its reservations. All the indications
are that the regulation will prove to be unlawful.
7. The same applies to the exclusion of live betting on individual occurrences during the sporting event (Section 21 (4) third sentence of
GlüStV).
8. German gaming regulation has showed signs of entering the modern
world with the granting of online casino licences in Schleswig-Holstein.
Many observers were surprised by this bold step. mybet.de is among the
holders of these licences.
Shares
9. In the other federal states, nobody has even so much as attempted to make a convincing case for perpetuating the taboo
on online poker and casino. Because EU law demands evidence
from the regulator and such evidence can hardly be furnished,
given that the Schleswig-Holstein regulatory approach is working, everything points towards the bans not proving legally watertight for very long. Those who, like mybet here in SchleswigHolstein, have operated successfully as legal providers, should
then be perfectly placed to roll out their products nationwide.
10. The unclarified aspects of the current regulation include the
reach of the Schleswig-Holstein permits. The first sports betting permits, such as the one granted to mybet, do not specify
any restrictions. That is only logical, because Schleswig-Holstein law only regulates the offering of public gaming within the
scope of the law (Section 2 (1) of Law on Gaming ((GlüG)). It is
bound to lead to disputes.
So ultimately, the thing that remains unchanged is change itself. Or, to stick with a gaming idiom: Place your bets.
Personal profile
Dr Ronald Reichert is a specialist lawyer for administrative law
and is among the leading experts on gaming law. Among other
achievements he brought the proceedings before the Federal
Constitutional Court that led to the German sports betting monopoly being abolished in 2006. Dr Reichert represented the
plaintiffs before the European Court of Justice in the proceedings seeking to clarify in 2010 that the State Treaty on gaming
did not comply with Union law; this ultimately led to the current
legal position. A native of Flensburg, he has been a partner in
the Bonn law firm Redeker Sellner Dahs since 1995.
31
01/12
Casino & Poker
MYBET RECOMMENDS
Exciting books and DVDs suggested by the mybet editorial team
Betting fascinates. Small wonder, then, that authors and filmmakers like to home in on the buzz of the casino and the
passion of the crowd at a sports event as a pivotal factor in their story. From the fictional adventures of daredevils
to fascinating accounts by insiders, mybet’s recommended books and films are guaranteed to keep you entertained.
BOOK
tips
FussballWunderBauten
Fever Pitch
The Lotto Mafia
World Poker Champion
“Inside good stadiums you really
feel like you’re in a cauldron. The
players are like gladiators.” What
transforms a sports ground into a
“cauldron of hysteria” and a stadium into the scene of legends?
Fussball Wunder Bauten investigates the secret through lavish
photo spreads, astonishingly
candid interviews and amusing
do-it-yourself attempts. 192 pages of football-ground feeling.
Nobody has ever described the
life of a football fan better than
Nick Hornby in Fever Pitch: it is
the story of a fanatical football
follower whose mood is dictated
by the ups and downs of his team.
Whether laugh-out-loud funny or
heart-wrenchingly sad, Hornby
always remains astonishingly true
to real life. A bestseller in Britain
and Germany, and a cult book
worldwide.
Author Peter Köpf advances the
provocative thesis that the lottery
business is like the Mafia. Week
after week, millions of lottery
players eagerly await the draw.
But the real winners are the federal states, who are supposed to
use the income for the common
good. In reality, millions disappear
into dark holes. State controls?
Fat chance.
USD 8.7 million prize money.
That’s more than the entire German national football team combined would get for winning a
World Cup. Student Pius Heinz
won that amount single-handed.
So what exactly did he need to
do? This comprehensive account
of the final table at the WSOP
Main Event 2011 tells the nailbitingly exciting story.
ISBN-13: 978-3570001943
ISBN-13: 978-3940163271
ISBN-13: 978-3766719690
ISBN-13: 978-3462025866
32
Shares
Two for the Money, 2005
Football star Brandon Lang’s career is brought to an end
by a knee injury. But successful businessman Walter
Abrams, with some inside knowledge, discovers Brandon and transforms him into a superstar in the sports
betting business. Wall Street, here we come. Starring Al
Pacino and Matthew McConaughey.
DVD
tips
BETTING range
hair gel rating
Mentor-ProtÉgé-Factor
Casino Royale, 2006
For James Bond’s 21st mission, the filmmakers go back
in time to the start of his career: as a newly recruited
agent, Bond has the task of hunting down a terrorist financier. The action culminates around the poker table at
Casino Royale, where 007 has to bankrupt his adversary.
Straight Flush RATING
Adrenaline content
vodka martini faCtor
The Sting, 1973
Paul Newman and Robert Redford play two confidence
tricksters who pull off a spectacular coup. They set up
a phoney betting parlour to entice an underworld crime
boss into placing high stakes on fixed horse races. The
result: a lively con-man comedy, 7 Oscars and a theme
tune for eternity.
star faCtor
Betting thrills
immortality rating
21, 2008
Ben, five other maths geniuses and the crude Professor
Micky have come up with a sure-fire formula. Their aim:
to break the casinos of Las Vegas at blackjack. But Ben
can’t keep his greed under control, and soon all manner
of problems emerge.
Player thrill
vegas flair
star factor
33
01/12
Casino & Poker
mybet within touching distance
Strong brands need to provide an experience. Be visible.
And ideally, touchable. In creating flagship stores, mybet is taking a big step towards building the brand. The
first representative shops with a mybet design should
be opening their doors in the course of 2013. mybet will
run these shops itself, so that it can be sure the corpo-
rate identity is implemented consistently. That includes
in particular a recognisable colour and furnishing concept, and high quality standards for the staff and technology. The aim is to open 50 to 60 of its own shops in
Germany in the next two years.
Plans from the mybet shop concept (working models)
The architects’ proportional model
provides an initial impression of what
the future shops will look like
34
Shares
THE paymaster
Podewski compares his job to a creature with many tentacles: “I need to have a hand in every operation that involves
payment transactions,” explains the Head of Global Payment Services. At mybet, that’s quite a challenge.
Money and trust are inseparable bedfellows. Especially when you are talking
about internet business. “Prompt, secure payment processes are a key aspect of our success,” knows Podewski. “Customers expect the money they
pay in and the winnings they earn to be transferred straight away - regardless of which continent they are on and in what time zone they are playing.
Visiting us should be fun, not frustrating. If people encounter unexpected
barriers, they’ll look elsewhere.”
Money isn’t just about trust, either. There are legal considerations. Again,
especially when business is conducted online. That is why brushing up on
licensing requirements and statutory regulations is all in a day’s work for
Podewski. “We always have to be abreast of the latest developments in particular in money laundering legislation and player protection,” declares 45-year-old Podewski. “We can proudly state that mybet has some of the most
mature processes in the world of e-commerce when it comes to meeting
licensing requirements.” The standard security procedures include having
to verify the identity of new customers from a copy of their ID and a utility
bill before the first winnings can be paid out. “A lot of people find that a bit
unusual,” admits Podewski. “But it’s the only way we can identify black sheep
and be sure of offering secure gaming to our honest users.”
Podewski and his team pay particular attention to addiction-prone players: “The main thing is to identify such cases as early as possible.” Upstream
risk systems use a finely tuned control network to monitor the frequency of
payments by customers. And customers themselves can specify limits on
the amount they can pay in over a predefined period; these amounts can
then only be increased once mybet has carefully scrutinised their gaming
and payment patterns. “If we detect unusual gaming behaviour, we also offer
cooling-down phases. Users can moreover impose an embargo on themselves for a specific time. Neither they nor we can lift it,” explains Podewski.
Laws constantly in flux, new payment methods emerging, very sophisticated user requirements – there is seemingly little respite in mybet’s payments area. “That’s true,” agrees Podewski. “But that’s the whole appeal of
this job. And when the law has changed again for what feels like the 100th
time, a healthy dose of humour helps…”
35
35
01/12
Casino & Poker
hand in hand
FOR mybet
Anyone working for mybet needs to put their
heart and soul into the job. Because everyday
working life there is anything but monotonous.
The main reason is that the online gaming
market is constantly in a state of flux. Our employees have to respond with lightning speed
to changing conditions. They will only be able
to do so if they are prepared to leave the welltrodden path and find fresh motivation every
day to give their all for the company. We are
proud to have assembled a team of precisely
such strong personalities at mybet. From sales professionals to computer programmers,
every single person who works for us is passionate about what they do. And for good reason: because the fact that mybet is among
36
the leading specialists in the European gaming
market is first and foremost down to the unstinting efforts of our employees. We demand
a lot. In return, we offer a job that provides ample freedom and abundant satisfaction. Team
spirit, mutual esteem and trust are more than
hollow slogans – they are what makes and drives our corporate culture. If someone has a
bright idea, we want them to share it – even if it
doesn’t necessarily apply to their own department. We both expect and encourage our employees to look for the bigger picture. It often
happens that our highly dedicated employees
are able to inspire each other across functional
and geographical boundaries.
mybet had an average of 176 employees
throughout the 2012 financial year. The yearend figure was 171.
Personnel development
2008
2009
2010
2011
2012
Total mybet employees, average for period
184
201
191
177
176
Matthias Dahms
Stefan Hänel
Spokesman of the Board
of Management
former roles
Softlab AG (Senior Developer and
Consultant), INFO AG (Head of
Marketing), Talkline Management
GmbH (Head of Corporate Development), EIP GmbH (Corporate
Development)
Rainer Jacken
Antje Stoltenberg
Shares
Frank Motte
Chief Financial Officer
Supervisory Board Chairman
Deputy Chairman
former roles
current club
current club
i:fao ag (chief financial officer),
portum ag (online software solutions for e-sourcing)
GWU Gesellschaft für Wirtschaftsprüfung und Unternehmensberatung mbh (Managing Partner)
INVESTORIA GmbH (founder and
Managing Director)
Motte Consult AG (Board Chairman)
former roles
Treugarant Revisions- und
Treuhandgesellschaft mbh Wirtschaftsprüfungsgesellschaft
Rodolfo Carpintier Santana
Dr Volker Heeg
former roles
International role at American
bank, management consultant in
finance area (partner), caption
AG (partner), CT Group (CFO)
CT-Gruppe (CFO)
Konstantin Urban
Supervisory Board
Supervisory Board
Supervisory Board
Supervisory Board
current club
current club
current club
current club
Management consultant
Digits Assets Development (CEO)
Weinert Levermann Heeg practice (partner)
Windeln.de (founder and Managing Director)
former roles
former roles
Founder of Designgruppe TRANSPARENT, which then ultimately
evolved into mybet Holding SE,
until 2009 Management Board
member
Commerce Net (President),
Netjuice S.S. (founder-member
and Vice President) Telefónica
Sistemas S.A. (Marketing Director),
SERVICOM (International and
Commercial Manager), SMM
(President)
former roles
former roles
KPMG auditors firm (lawyer and
tax consultant specialising in
corporate law)
Verlagsgruppe Georg von Holtzbrinck (Managing Director of Holtzbrinck Networks and Holtzbrinck
Ventures)
THE PLAYMAKERS
37
37
01/12
Casino & Poker
In the following report, the Supervisory Board of mybet Holding SE informs the shareholders about its activities in
the 2012 financial year.
Wherever required by law and in accordance with the articles of incorporation, the Supervisory Board voted on the reports and proposed
resolutions of the Management Board after thoroughly examining and
consulting on them.
The four regular Supervisory Board meetings in the 2012 financial year
took place on March 21, June 14, September 19 and November 21. No
extraordinary meetings were held in the year under review. All Supervisory Board members were represented at at least half the meetings.
In addition, the Management Board held regular conference calls with
the Chairman of the Supervisory Board and individual Supervisory Board
members, which proved to be a useful context for exchanging topical
information over and above the routine Supervisory Board meetings.
The Supervisory Board was in addition notified every month of the latest
business development in the previous month, by way of written reports.
/ The topics of the Supervisory Board
plenary meetings /
Antje Stoltenberg, Supervisory Board Chairman
The meetings of the Supervisory Board with the Management Board of
the company devoted particular attention to the following topics:
∆∆ The disposal of the German-language lottery operations and of the
JAXX brand,
∆∆ The licensing processes under Schleswig-Holstein’s gaming legislation and the amended State Treaty on gaming of the other 15 federal states, as well as
∆∆ How to tackle the challenges facing Spanish business as a result of
the continuing influence of the economic crisis.
The Management Board submitted prompt, comprehensive reports to
the Supervisory Board both in writing and orally on corporate planning,
the progress of business, strategic development, the changes in the regulatory framework and the current situation of the group. The regular
Supervisory Board meetings, in which the Supervisory Board considers
important individual business transactions and measures taken by the
Management Board requiring its consent, serve as a platform for an indepth and efficient exchange of information.
.
38
At the March meeting, the Supervisory Board discussed the annual and
Consolidated Financial Statements for 2011 together with the report of
the auditors. The Supervisory Board also discussed the current liquidity development, the planning cornerstones for 2012 as well as ongoing
legal proceedings and regulatory developments with the Management
Board. Other topics considered included the disposal of the lottery operations, various M&A activities and the finalisation and approval of the
agenda for the 2012 Shareholders’ Meeting.
In June, the Supervisory Board was informed of the current business
performance in the first half of the year. Particular attention was devoted to discussing suitable courses of action and responses to the continuing difficult economic environment affecting the market in Spain. The
Management Board furthermore reported on measures outstanding following the successful sale of German-language lottery operations and
the JAXX brand. In addition, the Planning Committee explained the cornerstones of the plans from 2012 to the full meeting, which were then
unanimously approved by the Supervisory Board. Other topics at the
June meeting were follow-up from the Shareholders’ Meeting on May
24 and the discussion of topical capital market issues and appropriate
investor relations measures to boost the trading price.
The September meeting was dominated by an analysis of the current
business performance in the third quarter of 2012, devoting particular
attention to Spanish business and the consequences of the amendment
to the State Treaty on gaming taking effect on July 1, 2012. The amendments to the German Corporate Governance Code were also discussed
and the resulting adjustments potentially required to the Declaration of
Conformity were discussed by the Management Board and Supervisory
Board. In the context of a discussion of the scope and need for further
internal and external advanced training measures for the members of
the Supervisory Board, the Management Board pledged the support of
the company.
At its November meeting the Management Board reported in depth on
the current business performance in the fourth quarter. One important
topic on the agenda was commenting on the state of progress in the
licensing process for a sports betting permit in accordance with the
amended State Treaty on gaming of the 15 federal states. The prospective receipt of the casino and poker licence in accordance with Schleswig-Holstein gaming legislation was also addressed.
Shares
The members of the Audit and Compliance Committee are Antje Stoltenberg and Konstantin Urban and the committee is chaired by Frank
Motte, who is equipped to exercise this function by virtue of his qualifications and extensive experience in the financial sector, including as an
IPO consultant and Commercial Director. In the view of the committee,
Frank Motte as an independent financial expert meets the requirements
of German BilMoG and the recommendations of the Corporate Governance Code.
The Personnel Committee prepares the personnel decisions of the Supervisory Board and is responsible for other matters concerning the
Management Board. In the 2012 financial year this committee, which
comprises Dr Volker Heeg and Rainer Jacken with Antje Stoltenberg as
its Chairman, did not meet.
Commensurate Management Board remuneration
The basic features of the remuneration system are explained in the
remuneration report, which forms part of the management report and
corporate governance report.
Committees
The Audit and Compliance Committee dealt with the financial statements of mybet Holding SE and the group, as well as with the interim
reports, and discussed at length the company’s plans as well as its compliance with the principles of corporate governance. At its meeting on
May 16, 2012 the committee considered the risk management system
of mybet Holding SE in depth and was briefed in person about the functioning of the system by the Risk Manager in charge at mybet Holding SE
at an advanced training event.
Following its election by the Shareholders’ Meeting, the committee appointed the independent auditors for the 2012 annual financial statements and Consolidated Financial Statements of mybet Holding SE. The
tasks of the committee also included monitoring the auditors’ independence and efficiency, and determining their remuneration.
The Audit and Compliance Committee agreed on the focus of the audit in
separate discussions with the independent auditors. The priority areas
for the auditing of the 2012 annual financial statements were:
∆∆ Examination of the process for auditing of the Consolidated Financial Statements
∆∆ Definition of the scope of consolidation, including deconsolidation
of the JAXX Group
∆∆ Correctness of the IFRS financial statements included in the Consolidated Financial Statements (including Work Paper Review)
∆∆ Soundness of goodwill
∆∆ Testing of assets for impairment (IAS 36) including the corresponding documentation and examination of the accompanying notes
∆∆ Determination and soundness of deferred tax
∆∆ Completeness of the disclosures in the Notes to the Consolidated
Financial Statements
∆∆ Completeness and plausibility of the forecasts in the Group Management Report
The positive earnings before interest and taxes of the mybet Group in
the 2012 financial year means the Management Board members became entitled to a profit-related bonus of EUR 223.1 thousand each, in
accordance with the employment contracts discussed in depth in particular in the 2011 financial year and deemed to be overall appropriate.
The Supervisory Board regularly considers the application of the
company’s corporate governance principles at its meetings. The Supervisory Board was suitably convinced that mybet Holding SE has satisfied the recommendations of the Code in its version dated May 15, 2012
in accordance with the Declaration of Conformity. In December 2012
the Management Board and Supervisory Board jointly submitted a Declaration of Conformity pursuant to Section 161 of the German Stock
Corporation Act, which was updated in March 2013 and is permanently
available to shareholders on the company’s website at www.mybet-se.
com, under The Company. The Declaration of Conformity contains a few
exceptions where implementation is not advisable in view of the small
size and the structure of mybet Holding SE.
The Management Board also reports on corporate governance at mybet
on behalf of the Supervisory Board in the corporate governance report
on page 42 onward, pursuant to Article 3.10 of the German Corporate
Governance Code.
Conflicts of interest
In December 2012 the Supervisory Board member Rainer Jacken informed the Supervisory Board that with effect from December 1, 2012 he
had been appointed director of one of the companies of the group that
had acquired the lottery operations (JAXX Group) in the early part of
2012. As Mr Jacken had already been offered a minority interest in the
acquirer in November 2011, the Supervisory Board took this opportunity
to request external legal appraisals to help it assess whether Mr Rainer Jacken was and/or is subject to conflicts of interest in connection
39
01/12
with the sale of the lottery operations and also subsequently as director
of one of the companies of the acquirer. The Supervisory Board cannot
exclude that Mr Rainer Jacken was subject to a potential conflict of interest during preparatory consultations and preparatory resolutions on
the Supervisory Board due to the offer of a minority interest in one of the
acquiring companies. Mr Jacken informed the Supervisory Board of the
offer from November 2011 in March 2012. According to his information,
Mr Jacken did not take up the offer of an interest. A possible potential
conflict of interest was therefore known to the Supervisory Board at the
time of the final resolution on the sale of the JAXX Group in March/April
2012.
In view of Mr Jacken’s function as director of a company that is part of
the acquirer group since December 1, 2012, there was and is a potential
conflict of interest with regard to ongoing contractual relations between
group companies of mybet Holding SE on the one hand and the acquirer
group on the other. The Supervisory Board Chairman examines in each
individual instance whether Mr Jacken’s duty of cooperation on the Supervisory Board are limited by this potential conflict of interest.
Casino & Poker
Act. There were no circumstances giving rise to concerns of bias on the
part of the auditors. In addition to the services in connection with the
auditing of the financial statements, the auditors provided consultancy
services amounting to EUR 31.6 thousand in the period under review.
On the basis of the concluding findings of its own examination, the
Supervisory Board finds no cause for objection to the annual financial
statements and Consolidated Financial Statements, nor to the combined management report. The Supervisory Board ratifies the annual
financial statements and Consolidated Financial Statements prepared
by the Management Board, which are thus approved pursuant to Section
172 of the German Stock Corporation Act.
The Supervisory Board takes this opportunity to thank the Management
Board and all employees of the mybet Group – as well as the former colleagues of the disposed-of lottery operations – for their active support,
which led to the ambitions goals being achieved in 2012.
Kiel, March 30, 2013
Purely as a precaution, the Declaration of Conformity from December
2012 was corrected to reflect both points.
Establishment of the annual financial statements
These annual financial statements in accordance with the German Commercial Code and the IFRS Consolidated Financial Statements, as well
as the combined management report, including the accounts, have been
examined by the auditors appointed by the Shareholders’ Meeting, KPMG
Wirtschaftsprüfungsgesellschaft, Hamburg, who have given their unqualified opinion. The audit mandate had been issued by the Supervisory
Board’s Audit Committee on the basis of the resolution of the Shareholders’ Meeting of May 24, 2012.
The Supervisory Board examined the financial statements and the combined management report submitted punctually by the Management
Board and approved them on March 30, 2013. The financial statements,
the combined management report and the audit reports were available to all members of the Supervisory Board. The auditors explained the
principal findings of their audits and answered further questions of the
Supervisory Board.
The independent auditors have assured themselves of the functioning of
the risk management system. According to their examination, it satisfies the requirements of Section 91 (2) of the German Stock Corporation
40
Antje Stoltenberg
Chairman
Shares
41
01/12
42
Casino & Poker
Shares
Corporate governance
43
01/12
Casino & Poker
Corporate Governance Report
Also serving as corporate governance declaration Section 289 a of German Commercial Code
The actions of mybet Holding SE’s governing and monitoring bodies are determined by the principles of responsible,
sound corporate governance. In this declaration, the Management Board – also acting on behalf of the Supervisory
Board – provides its report on corporate governance in the company pursuant to Article 3.10 of the German Corporate Governance Code as well as Section 289a (1) of German Commercial Code.
1
Reporting and Declaration of Conformity on corporate governance
The German Corporate Governance Code issued by a Government Commission of the Federal Ministry of Justice in 2002, since which time it
has been regularly extended, presents key statutory requirements regarding the management and governance of German listed companies.
It moreover contains internationally and nationally acknowledged standards of sound, responsible corporate management. The Code is intended to render the German corporate governance system transparent
and intelligible, and seeks to promote the confidence of international
and domestic investors, customers, employees and the general public in
the management and governance of German listed companies.
The German Corporate Governance Code (GCGC) applies in the version
dated May 15, 2012. As well as statutory requirements, it contains recognised corporate governance standards in the form of recommendations and suggestions. There is no statutory obligation to adhere to
these standards; rather, they serve as a measure of industry’s ability to
practise self-regulation. Pursuant to Section 161 of the German Stock
Corporation Act, however, the Management Board and Supervisory
Board of all listed stock corporations in Germany are required to submit
a Declaration of Conformity each year on the recommendations of the
Code.
mybet Holding SE addresses the issue of corporate governance intensively and responsibly. Nevertheless, in view of the relatively small size
and structure of the mybet Group, not all recommendations of the Code
can be usefully implemented. The Management Board and Supervisory Board of mybet Holding SE published the most recent Declaration of
Conformity pursuant to Section 161 of the German Stock Corporation
Act in December 2012, updated in March 2013, on the website of mybet
Holding SE, at www.mybet-se.com. All previous declarations of compliance can equally be accessed on the Internet.
44
/ Wording of the updated Declaration
of Conformity from March 2013 /
“Updated Declaration of Conformity as of December 2012
The Management Board and Supervisory Board of mybet Holding SE
submitted the following declaration on the recommendations of the
Government Commission on the German Corporate Governance Code in
December 2012:
/ Declaration by the Management Board and Supervisory Board of mybet Holding SE pursuant to Section
161 of the German Stock Corporation Act /
In accordance with Section 161 of the German Stock Corporation Act,
the Management Board and Supervisory Board of a listed stock corporation are required to submit a Declaration of Conformity each year on
the recommendations of the “German Corporate Governance Code” published by the Federal Ministry of Justice in the official section of the
electronic Official Gazette of the Federal Republic.
The Management Board and Supervisory Board of mybet Holding SE declare that the recommendations of the “Government Commission on the
German Corporate Governance Code” have been complied with since the
last declaration in December 2011, with the following exceptions:
/ 1. Electronic transfer of the convening documents
for the Shareholders’ Meeting /
The recommendation of the Code in Article 2.3.2 that all domestic and
foreign financial services providers, shareholders and shareholders’ associations be notified of the convening of the Shareholders’ Meeting and
supplied with the convening documents by electronic means if the approval requirements are satisfied can only be met by mybet Holding SE
to the extent that the company has e-mail addresses for the recipients
in question. The company has added to its website an opportunity for its
shareholders to register.
/ 2. D&O insurance cover /
The German Corporate Governance Code envisages in Article 3.8 Para. 2
that where D&O insurance cover is taken out for the Management Board
and Supervisory Board, an excess for Management Board members of at
least 10 % of the loss up to an amount one and a half times the fixed annual remuneration of the Management Board member should be agreed,
and a corresponding excess agreed for the Supervisory Board.
The D&O insurance cover taken out for the corporate bodies of mybet
Holding SE envisages no excess. The Supervisory Board has assured the
Management Board members in their employment contracts that it will
provide D&O insurance cover with no excess.
The policy concluded provides no insurance cover for wilful dereliction of
their duties by the insured parties; insurance cover is granted exclusively for negligent dereliction of duties. An excess would therefore only be
applicable in the case of negligent acts. The members of the corporate
bodies are selected with care; they demonstrate a sense of responsibility and possess entrepreneurial experience. The agreement of an excess
would not serve to heighten their sense of responsibility or motivation.
The company therefore believes that the agreement of an excess would
not be appropriate for either the Management Board or the Supervisory
Board.
/ 3. Duties of the Management Board /
Pursuant to Article 4.1.5. of the Code, the Management Board is to consider diversity when filling senior positions and in particular strive for
appropriate representation of women. There is currently no human resources guideline from the Management Board stating the above goals.
Decisions on appointments to senior positions are based solely on the
expertise of the candidates. Persons of other nationalities and women
currently hold a number of senior positions throughout the company.
/ 4. Disclosure of the remuneration of the
Management Board and Supervisory Board /
The Management Board and Supervisory Board report the remuneration
of the Management Board and Supervisory Board members in the level
of detail required pursuant to Articles 4.2.3 – 4.2.5 and 5.4.6 of the Code.
Pursuant to Article 4.2.3 Para. 2, variable remuneration components
shall fundamentally have an assessment basis of more than one year
and take account of both positive and negative developments. Pursuant
to Article 4.2.3 Para. 3, the Supervisory Board shall furthermore envisage a means of capping to provide for exceptional, unforeseen developments affecting variable remuneration components. No such means of
capping is envisaged in the existing variable remuneration model. The
variable remuneration components furthermore do not currently reflect
a negative development and no means of capping extraordinary developments is envisaged. The Management Board contracts do not contain
any severance arrangements for the premature surrendering of office by
a Management Board member. The company works on the assumption
that agreements concluded will actually be fulfilled. Severance arrangements only exist in the event of premature surrendering of office on the
Management Board following a change of control. This is limited to the
payment of remuneration for the remaining term, plus a fixed annual salary. Despite the above departures from the Code, the Supervisory Board
Shares
believes the Management Board’s remuneration to be appropriate.
Compared with the previous version, Article 5.4.6 now expresses a preference for fixed remuneration for the Supervisory Board and recommends
that where payment is performance-related, it should focus on sustained corporate development. The Shareholders’ Meeting last concerned
itself with the Supervisory Board’s remuneration in 2010. In addition to
a fixed payment, the Supervisory Board receives a performance-related
payment that reflects the EBIT achieved by the company and is therefore only an indirect reflection of sustained corporate development. The
company believes that the current remuneration structure for the Supervisory Board remains appropriate and is not planning to change it in
the short term.
/ 5. Succession planning, diversity and age limit for
Management Board members /
Pursuant to Article 5.1.2. the Supervisory Board is to consider diversity
in the composition of the Management Board, in particular striving for
appropriate representation of women, and take account of this in longterm succession planning for the Management Board. When appointing
the Management Board, the Supervisory Board bases its decisions solely on the expertise of the candidates. The Management Board currently
comprises two members, neither of who is female.
Long-term plans for successors to the Management Board have hitherto
not been necessary in view of the age of its members and the small size
of the company.
Article 5.1.2 Paragraph 2 of the Code recommends that an age limit be
specified for Management Board members, and Article 5.4.1 that an age
limit be specified for Supervisory Board members. No age limits apply for
the members of the Management Board and Supervisory Board of mybet
Holding SE, nor are such limits considered advisable.
/ 6. Formation of committees /
Pursuant to Article 5.3.3, the Supervisory Board shall form a Nominating
Committee.
No Nominating Committee currently exists because there are no forthcoming Supervisory Board elections and there is therefore no need at
present for a Nominating Committee. The Supervisory Board will create
such a committee as soon as it becomes necessary.
/ 7. Composition of the Supervisory Board /
The Supervisory Board has not previously specified any firm targets for
its composition pursuant to the recommendation in Article 5.4.1. The
Supervisory Board bases its personnel proposals solely on the expertise of the candidates. Notwithstanding this, there is currently one international representative on the Supervisory Board, which is chaired by a
woman. It is the opinion of the Supervisory Board that the majority of its
members are independent.
45
01/12
The above declaration as of December 2012 was updated by the Management Board and Supervisory Board resolutions dated March 30,
2013 in respect of Articles 5.5.2 and 5.5.3 of the Code as follows:
/ Declaration by the Management Board and Supervisory Board of mybet Holding SE pursuant to Section
161 of the German Stock Corporation Act /
In accordance with Section 161 of the German Stock Corporation Act,
the Management Board and Supervisory Board of a listed stock corporation are required to submit a Declaration of Conformity each year on
the recommendations of the “German Corporate Governance Code” published by the Federal Ministry of Justice in the official section of the
electronic Official Gazette of the Federal Republic.
The Management Board and Supervisory Board of mybet Holding SE declare that the recommendations of the “Government Commission on the
German Corporate Governance Code” have been complied with since the
last declaration in December 2011, with the following exceptions:
/ 1. Electronic transfer of the convening documents
for the Shareholders’ Meeting /
The recommendation of the Code in Article 2.3.2 that all domestic and
foreign financial services providers, shareholders and shareholders’ associations be notified of the convening of the Shareholders’ Meeting and
supplied with the convening documents by electronic means if the approval requirements are satisfied can only be met by mybet Holding SE
to the extent that the company has e-mail addresses for the recipients
in question. The company has added to its website an opportunity for its
shareholders to register.
/ 2. D&O insurance cover /
The German Corporate Governance Code envisages in Article 3.8 Para. 2
that where D&O insurance cover is taken out for the Management Board
and Supervisory Board, an excess for Management Board members of at
least 10 % of the loss up to an amount one and a half times the fixed annual remuneration of the Management Board member should be agreed,
and a corresponding excess agreed for the Supervisory Board.
The D&O insurance cover taken out for the corporate bodies of mybet
Holding SE envisages no excess. The Supervisory Board has assured the
Management Board members in their employment contracts that it will
provide D&O insurance cover with no excess.
The policy concluded provides no insurance cover for wilful dereliction of
their duties by the insured parties; insurance cover is granted exclusively for negligent dereliction of duties. An excess would therefore only be
applicable in the case of negligent acts. The members of the corporate
bodies are selected with care; they demonstrate a sense of responsibility and possess entrepreneurial experience. The agreement of an excess
would not serve to heighten their sense of responsibility or motivation.
The company therefore believes that the agreement of an excess would
not be appropriate for either the Management Board or the Supervisory
Board.
46
Casino & Poker
/ 3. Duties of the Management Board /
Pursuant to Article 4.1.5. of the Code, the Management Board is to consider diversity when filling senior positions and in particular strive for
appropriate representation of women. There is currently no human resources guideline from the Management Board stating the above goals.
Decisions on appointments to senior positions are based solely on the
expertise of the candidates. Persons of other nationalities and women
currently hold a number of senior positions throughout the company.
/ 4. Disclosure of the remuneration of the
Management Board and Supervisory Board /
The Management Board and Supervisory Board report the remuneration
of the Management Board and Supervisory Board members in the level
of detail required pursuant to Articles 4.2.3 – 4.2.5 and 5.4.6 of the Code.
Pursuant to Article 4.2.3 Para. 2, variable remuneration components
shall fundamentally have an assessment basis of more than one year
and take account of both positive and negative developments. Pursuant
to Article 4.2.3 Para. 3, the Supervisory Board shall furthermore envisage a means of capping to provide for exceptional, unforeseen developments affecting variable remuneration components. No such means of
capping is envisaged in the existing variable remuneration model. The
variable remuneration components furthermore do not currently reflect
a negative development and no means of capping extraordinary developments is envisaged. The Management Board contracts do not contain
any severance arrangements for the premature surrendering of office by
a Management Board member. The company works on the assumption
that agreements concluded will actually be fulfilled. Severance arrangements only exist in the event of premature surrendering of office on the
Management Board following a change of control. This is limited to the
payment of remuneration for the remaining term, plus a fixed annual salary. Despite the above departures from the Code, the Supervisory Board
believes the Management Board’s remuneration to be appropriate.
Compared with the previous version, Article 5.4.6 now expresses a preference for fixed remuneration for the Supervisory Board and recommends
that where payment is performance-related, it should focus on sustained corporate development. The Shareholders’ Meeting last concerned
itself with the Supervisory Board’s remuneration in 2010. In addition to
a fixed payment, the Supervisory Board receives a performance-related
payment that reflects the EBIT achieved by the company and is therefore only an indirect reflection of sustained corporate development. The
company believes that the current remuneration structure for the Supervisory Board remains appropriate and is not planning to change it in
the short term.
/ 5. Succession planning, diversity and age limit for
Management Board members /
Pursuant to Article 5.1.2. the Supervisory Board is to consider diversity
in the composition of the Management Board, in particular striving for
appropriate representation of women, and take account of this in longterm succession planning for the Management Board. When appointing
the Management Board, the Supervisory Board bases its decisions solely on the expertise of the candidates. The Management Board currently
comprises two members, neither of who is female.
Shares
Long-term plans for successors to the Management Board have hitherto
not been necessary in view of the age of its members and the small size
of the company.
Article 5.1.2 Paragraph 2 of the Code recommends that an age limit be
specified for Management Board members, and Article 5.4.1 that an age
limit be specified for Supervisory Board members. No age limits apply for
the members of the Management Board and Supervisory Board of mybet
Holding SE, nor are such limits considered advisable.
As a result of the possible failure of a member of the Supervisory Board
to disclose a potential conflict of interest in a timely manner (see Section 8), this was not reported to the 2012 Shareholders’ Meeting of the
company as a precautionary measure. To that extent, as a legal precaution the Management Board and Supervisory Board have decided
to declare a past departure from the relevant recommendation of the
Code. The Management Board and Supervisory Board intend to comply
unrestrictedly with the recommendation in Article 5.5.3 in the future.
/ 6. Formation of committees /
mybet Holding SE
Kiel, March 2013
Pursuant to Article 5.3.3, the Supervisory Board shall form a Nominating
Committee. No Nominating Committee currently exists because there
are no forthcoming Supervisory Board elections and there is therefore
no need at present for a Nominating Committee. The Supervisory Board
will create such a committee as soon as it becomes necessary.
The Management Board
The Supervisory Board”
/ 7. Composition of the Supervisory Board /
The Supervisory Board has not previously specified any firm targets for
its composition pursuant to the recommendation in Article 5.4.1. The
Supervisory Board bases its personnel proposals solely on the expertise of the candidates. Notwithstanding this, there is currently one international representative on the Supervisory Board, which is chaired by a
woman. It is the opinion of the Supervisory Board that the majority of its
members are independent.
/ 8. Disclosure of conflicts of interest /
Pursuant to Article 5.5.2, every member of the Supervisory Board shall
disclose conflicts of interest, in particular ones which may arise from
performing advisory or board functions for customers, suppliers, lenders
or other third parties, to the Supervisory Board.
It cannot be excluded that a member of the Supervisory Board was exposed to a potential conflict of interest in the context of preparatory
consultations and resolutions concerning the sale of the lottery operations (JAXX Group) in the first half of 2012; the Supervisory Board was
only notified of this before the final resolution on the transaction. If a
potential conflict of interest were to have been assumed, this would not
have been disclosed to the Supervisory Board immediately. The same
applies in respect of the assumption of a board function by the Supervisory Board member in question at a company belonging to the acquirer group with effect from December 1, 2012. To that extent, as a legal
precaution the Management Board and Supervisory Board have decided
to declare a past departure from the relevant recommendation of the
Code. The Management Board and Supervisory Board intend to comply
unrestrictedly with the recommendation in Article 5.5.2 in the future.
/ 9. Report on conflicts of interest arisen /
Pursuant to Article 5.5.3 the Supervisory Board is to provide information
on conflicts of interest that have arisen and how they have been dealt
with in its report to the Shareholders’ Meeting.
47
01/12
2
Cooperation between Management
Board and Supervisory Board
One fundamental principle of German Stock Corporation law is the dual
governance system, under which the corporate bodies Management
Board and Supervisory Board are each allocated distinct areas of responsibility. The Management Board and Supervisory Board of mybet
Holding SE work together closely and in a partnership of trust on the
management and supervision of the company.
/ Management Board /
The Management Board of mybet Holding SE currently comprises the
Management Board spokesman Mathias Dahms and Finance Director
Stefan Hänel. The Management Board members conduct the company’s
business jointly as its governing body, with the aim of sustainably creating value added under their own responsibility and in the interest of the
company.
The Management Board spokesman represents the Management Board
and company in public, and in particular in its dealings with government
agencies, federations, business organisations and publications. The Management Board spokesman initiates oral and written communications
with the Supervisory Board. The Management Board regularly reports to
the Supervisory Board on the progress of business and the situation of
the company, including risk management, as well as on compliance. The
Management Board’s rules of internal procedure envisage specify that
business transactions of exceptional significance such as the approval
of plans, major acquisitions or capital measures, are subject to the approval of the Supervisory Board.
The current version of the rules of internal procedure for the Management Board is made available to the public on the website of mybet Holding SE in the section “The Company” under “Corporate Governance”.
/ Supervisory Board /
The Supervisory Board advises and monitors the Management Board’s
governance of the company. It is consulted on the strategy and plans,
as well as on matters of fundamental significance for the company. The
Supervisory Board Chairman coordinates the work of the Supervisory
Board, chairs its meetings and represents the body externally.
The Supervisory Board of mybet Holding SE currently comprises six
members. Antje Stoltenberg (Chairman), Frank Motte (Deputy Chairman), Rainer Jacken, Rodolfo Carpintier Santana, Dr Volker Heeg and
Konstantin Urban.
Antje Stoltenberg, as a chartered accountant, tax consultant and Managing Partner of GWU Gesellschaft für Wirtschaftsprüfung und Unternehmensberatung mbH, Kiel, possesses the expertise in the areas of
financial reporting and auditing of financial statements that is required
pursuant to the German Accounting Law Modernisation Act (BilMoG).
48
Casino & Poker
The Supervisory Board has currently formed two sub-committees:
Audit and Compliance Committee: Frank Motte (Chairman), Antje Stoltenberg, Konstantin Urban
Personnel Committee: Antje Stoltenberg (Chairman), Rainer Jacken, Dr
Volker Heeg.
The Supervisory Board is kept informed by the Management Board in a
timely and comprehensive manner, both in writing and orally. Reports
are presented at the scheduled meetings on the plans, business performance and situation of the group, including risk management and
observation of compliance guidelines. An extraordinary Supervisory
Board meeting is convened to discuss any major events. The Supervisory Board has adopted rules of internal procedure for its own work.
mybet Holding SE has taken out financial loss liability insurance cover (D&O insurance) for all Management Board and Supervisory Board
members.
The Management Board and Supervisory Board are committed to the
corporate interests of mybet Holding SE. No conflicts of interest that
were to be disclosed to the Supervisory Board without delay occurred
in the past financial year. With regard to a potential conflict of interest
possibly having arisen and a potential conflict of interest, please refer
to the Report of the Supervisory Board and to Sections 8. and 9. of the
Declaration of Conformity from March 2013. No Management Board
member held more than three non-executive directorships of listed
companies that did not belong to the group.
/ Remuneration of the Management Board
and Supervisory Board /
The principles of the remuneration system and the amounts of remuneration paid are disclosed in the remuneration report, which forms part
of the management report.
3
Corporate governance practices
/ Shareholders and Shareholders’ Meeting /
The shareholders exercise their rights at the company’s Shareholders’
Meeting. For the passing of resolutions, every share corresponds to one
voting right. The Shareholders’ Meeting elects the Supervisory Board
and votes on the discharge of the Management Board and Supervisory
Board. The Shareholders’ Meeting moreover elects the auditor proposed
by the Supervisory Board. It decides on the appropriation of net earnings,
on capital measures, on intercompany agreements requiring its approval, on the remuneration of the Supervisory Board and on amendments
to the articles of incorporation. The Ordinary Shareholders’ Meeting of
mybet Holding SE takes place each year; in exceptional circumstances
stock corporation law provides for the convening of an Extraordinary
Shareholders’ Meeting.
Every shareholder who registers in time is entitled to participate in the
Shareholders’ Meeting. Shareholders who are unable to attend in person
have the option of arranging for a bank, a shareholders’ association, the
Shares
proxy bound by instruction appointed by mybet Holding SE or another
authorised agent of their choice to exercise their right to vote.
such as e-mail and the Internet, and is generally disclosed simultaneously in German and English.
The invitation to the Shareholders’ Meeting and the reports and information required for the resolutions are published in accordance with the
requirements under stock corporation law and made available on the
website of mybet Holding SE.
Each year, mybet Holding SE publishes a financial calendar containing all
dates of relevance for the capital market, i.e. the Shareholders’ Meeting,
the Analysts Meeting and the publication dates of reports. The calendar
is published on the Internet in good time before the start of each financial year.
/ Transparency /
mybet Holding SE publishes information on the economic situation of
the group, as well as all material new developments concerning the
business of the mybet Group, in a regular and timely manner. The Annual
Report, Interim Financial Report and Quarterly Reports on the first and
third quarters are published within the specified periods. Information on
topical events is made available to both capital market operators and
the public in the form of press releases and, if necessary, ad hoc information. Information is disseminated using suitable electronic media
Name
Position
Type of security
Mathias Dahms
Management
Board spokesman
Stefan Hänel
Extensive information about the company, the products, the market environment and mybet shares is moreover available on the group website
www.mybet-se.com in German and English.
/ Directors’ dealings /
The changes during 2012 and the shareholdings of directors on either
corporate body at December 31, 2012 are as follows:
Position at Dec
31, 2011
Additions
Disposals
Position at Dec
31, 2012
Shares
Options
20,000
95,223
20,000
0
0
7,7231
40,000
87,500
Management
Board
Shares
Options
0
95,223
20,000
0
0
7,7231
20,000
87,500
Frank Motte
Supervisory
Board
Shares
Convertible Bond
4,972
50
0
0
0
0
4,972
50
Rainer Jacken
Supervisory
Board
Shares
Options
0
11,583
0
0
0
11,5831
0
0
Konstantin Urban
Supervisory
Board
Shares
0
16,000
0
16,000
Shares
1,078,140
0
1,078,140
0
DGF GmbH2
*1 Expired non-exercised options
*2 DGF GmbH is owned in equal parts by Rainer Jacken, Mathias Dahms and Stefan Hänel. Through the exercise of a call option DGF GmbH was sold to Mr Norman
Faber (Faber KG) on December 21, 2012
/ Financial reporting and auditing
of financial statements /
The mybet Group prepares its financial statements in accordance with
the International Financial Reporting Standards (IFRS). The separate
financial statements of mybet Holding SE are prepared in accordance
with the German Commercial Code. The annual Consolidated Financial
Statements and separate financial statements of mybet Holding SE as
well as three normally unaudited reports on the first, second and third
quarters of each year are published. The Shareholders’ Meeting is responsible for the election of the auditor.
/ Risk management /
A responsible approach to business risks is one of the principles of sound
corporate governance. The risk management system of mybet Holding
SE focuses on enabling the Management Board to identify potential risks
early on and, if necessary, initiate timely countermeasures. Potential
risks are registered and analysed centrally in the form of a score card
using key data and reports from the individual sections of the company,
which are prepared on a monthly basis. In addition to predefined risk
categories, the reporting corporate units bear a high degree of individual
responsibility for registering potential new risks on their own initiative,
and independently of central guidelines.
The systems are continually refined, adapted to reflect changing general
parameters and examined by the independent auditors. The Management Board informs the Supervisory Board regularly of existing risks and
their development. The Audit Committee deals in particular with overseeing the financial reporting process, including reports, the effectiveness of the internal system of control, risk management, compliance and
the auditing of the financial statements.
49
01/12
Details of risk management in the mybet Group are presented in the risk
report. That report contains the report on the internal control and risk
management system for financial reporting purposes as required under
the German Accounting Law Modernisation Act.
/ Compliance and code of practice /
Compliance with codes of practice, laws and guidelines is a core component of mybet’s entrepreneurial actions. As well as observing the law and
the articles of incorporation, it above all complies with internal rules and
with commitments undertaken voluntarily. mybet regards treating employees, business partners, shareholders and the public with integrity as
an entrepreneurial given.
As an enterprise with investments in companies operating in the gaming industry, mybet is profoundly aware that customers participating
in games of skill and chance are also at risk of developing problem behaviour. By implementing preventive and educational measures in partnership with leading addiction research institutes, the companies of the
mybet Group systematically strive to protect their customers and encourage them to play responsibly.
Casino & Poker
behaviour.
∆∆ Early detection of problematic and pathological gaming behaviour.
∆∆ The fundamental options for advice on and treatment of gaming
problems.
∆∆ Options and scope for sales staff to intervene in the case of customers with unusual gaming behaviour and to provide or arrange
help.
∆∆ Information and measures involved in the industry-wide blocking
system and the self-exclusion options offered by mybet.
∆∆ Blanket ban on gaming by minors and banned players.
mybet is aware of its responsibility for ensuring that young people under
18 years of age may not participate in gaming. In order to comply with
the law on the protection of minors, mybet has introduced extensive
measures and processes to ensure that minors cannot use the gaming
products offered by mybet.
/ Remuneration report /
We present the basic features of the remuneration system for the Management Board and Supervisory Board in the remuneration report,
which is part of the combined management report (see p. 52 ff.).
This important task is taken very seriously.
For example mybet has set up a special telephone hotline for players
who detect problematic gaming behaviour in either themselves or in
third parties. The toll-free phone number 0800 5566799, available as
standard throughout Germany and quoted both on the Internet and in
the betting shops, is staffed by specially trained mybet employees who
can serve as an initial point of contact for the parties concerned with
regard to gaming-related problems.
On the Internet and at the physical sales outlets, customers will find
information on a nationwide register of help services enabling players
with gaming problems to obtain consultation and treatment, specifically
putting the person affected in contact with the appropriate bodies near
where they live. mybet offers every player the opportunity to exclude
themselves from using mybet products for a specified period. For both
Internet products and the placing of bets at betting offices, players can
apply to mybet to be listed on an industry-wide blocking system.
In order to detect problematic gaming behaviour as early as possible
and hold it in check, mybet has developed a system of identifying persons at risk of gaming addiction. Using an ongoing monitoring process,
every player is allocated to a risk category.
mybet employees who regularly come into contact with customers are
given in-depth training on social aspects. They are instructed in the following knowledge and skills:
∆∆ Sensitisation to the dangers of gaming addiction in connection
with sports betting.
∆∆ Education about the probability of winning and losing in the sphere
of sports betting.
∆∆ General information on problematic and pathological gaming
50
mybet Holding SE
Kiel, March 2013
The Management Board
The Supervisory Board
Shares
51
01/12
52
Casino & Poker
Shares
management
report
53
01/12
management report
1
Combined management report of
mybet Holding SE at December 31, 2012
Basis of the group
/ 1.1. Business model of the group /
mybet Holding SE (formerly: JAXX SE) is the group parent of the mybet
Group, which is among the leading providers of and agents for licensed
gaming in Europe. The companies of the mybet Group offer gaming on
the basis of their own licences and permits in the European market,
subject to the various national laws. The products are made available
to a broad target group via online services such as mybet.com, mybet.
de, mybet.it, pferdewetten.de and serviapuestas.es, as well as through
franchise betting shops.
Alongside the core market Germany, the target markets include Spain,
Italy, Austria, Greece, Belgium and various Eastern European countries
where the regulatory environment fundamentally means the offering of
gaming products is possible.
/ 1.2. Products and segments /
The emphasis of the mybet Group’s business activities shifted even
further towards sports betting, poker and casino products in the 2012
financial year. The lottery area was significantly reduced in size as a result of the sale of German-language activities under the umbrella brand
JAXX, and now comprises only Spanish business.
On January 19, 2012 the Management Board of mybet Holding SE signed a preliminary agreement with a group of private investors on the
sale of the investment holdings and assets of the Lotteries segment.
Following extensive contractual negotiations and intensive due diligence
investigations, the purchase contract was finally signed on May 4, 2012.
The sale took economic effect retroactively as of January 1, 2012. As a
result, the assets of the disposal group generated between January 1,
2012 and April 30, 2012 were taken into account in purchase price adjustments, with an income-reducing effect on the divestment proceeds.
The purchase contract comprises the transfer of companies (share deal)
and assets such as domains and software licences (asset deal), with the
result that the sales proceeds of EUR 12.5 million go hand in hand with
expenditure from the disposal of goodwill and carrying amounts for the
transferred assets of some EUR 4.8 million. There remain divestment
proceeds of EUR 7.7 million to be reported within the operating result.
After adjustments the bulk of the purchase price, or EUR 7.1 million, was
due immediately and further instalments of EUR 0.6 million followed at
the end of the third quarter of 2012 and start of the fourth quarter. The
balance of EUR 3.5 million will be paid in the form of a loan granted to
the acquirers that bears interest at 5 percent, with a term of six years
and quarterly repayments.
54
Casino & Poker
The JAXX domains, JAXX brands and JAXX naming rights were also sold
as part of the package Spanish lottery business, which is operated by the
subsidiary DIGIDIS S.L., Madrid, was not part of the transaction.
The repositioning of the group and the disposal of the naming rights
rendered a change of name for JAXX SE necessary. The Shareholders’
Meeting voted in favour of the change of name to mybet Holding SE
in May 2012. The entry on the Commercial Register was made in June
2012.
The principal direct investments of mybet Holding SE now include
∆∆ QED Ventures Ltd., Malta (99.4 percent), which operates most of
the mybet services (e.g. www.mybet.com, www.mybet.de) via the
equally Malta-based subsidiary PEI Ltd.,
∆∆ DIGIDIS S.L. (62.2 percent) and DIGIDIS Iberica SA (50 percent),
both Madrid, which comprise the Spanish business (e.g. www.
netbet.es, wwww.serviapuestas.es, www.poquer.es)
∆∆ The service and IT provider ANYBET GmbH, Hamburg
∆∆ (100 percent), and
∆∆ pferdewetten.de AG, Düsseldorf (63.5 percent), responsible for
horse betting business.
A comprehensive summary of the investments can be found in the Summary of investments in the Notes section.
The core segments of the mybet Group are Sports Betting, Casino and
Poker, and Horse Betting. The Lotteries segment continues to dwindle
in importance.
Consolidated revenue comprises the hold for bets placed (betting stakes less payouts of winnings) and casino games, agency commission for
racecourses and lotteries, payments from poker networks (rake) as well
as revenue for services and licences.
/ 1.3. Research and development activities /
As in the previous year, increasing levels of gaming software and platforms were developed as a result of focusing on new gaming products
such as casino and poker, as well as on new European markets. In addition, the licensing processes in Germany and other markets necessitate
occasionally extensive adaptation of the existing platforms. This software enables the companies of the mybet Group to offer their customers
new products and tap into new markets in other European countries.
The main basis for the development of new products and new software
modules is the mybet platform, which is being steadily refined by ANYBET GmbH.
Production for own assets capitalised of EUR 1,446 thousand (previous
year EUR 1,486 thousand) relates to internally produced intangible assets. The intangible assets in question are exclusively internally produced software for the mybet platform.
/ 1.4. Development of the general
economic situation /
The German economy, which is the central sales market of the mybet
Group, grew further in 2012. According to initial calculations by the
Federal Statistical Office, the price-adjusted gross domestic product
(GDP) was 0.7 percent up on the previous year. However in the two
previous years GDP had risen much more sharply (2010: 4.2 percent;
2011: 3.0 percent). This nevertheless primarily reflected a catching-up
process after the economic crisis of 2009. In 2012, on the other hand,
the German economy proved to be resilient amid a difficult economic
environment and defied the European recession. However there was a
marked slowdown in the German economy in the second half of the year.
Its moderate pace of growth means Germany is again ahead of the average of -0.4 percent expected for the eurozone by the Federal Statistical
Office. Nor have Europe’s other major industrial nations fully digested
the economic crisis yet: Spain (-1.4 percent) and Italy (-2.3 percent)
slipped deeper into recession. Once again Greece experienced the highest fall in real gross domestic product in the eurozone at -6.0 percent.
Market environment
According to a study by the consultants MECN, the gross revenue before
additional costs for sports betting in Germany came to around EUR 617
million in 2011. Just under half (EUR 288 million) was generated by online products, and EUR 191 million by betting shops.
In the event of the widespread liberalisation of the German gaming market, MECN expects the gross revenue before additional costs (comparable to the revenue/hold of the mybet Group) from online gaming to reach
EUR 1.7 billion by 2015. In 2011, income from online sports betting, poker, casino and lotteries came to around EUR 1.0 billion.
The tax receipts reported by the two relevant tax offices in Hesse and
Schleswig-Holstein for 2012 suggest that the volume of betting stakes
was in the order of EUR 3.2 billion. This indicates that the market for legal and licensed sports betting is already half the size of the long-established market for lottery products. The stakes placed with the German
lottery and pools organisation, largely comprising lottery products, fell
by a further 3.7 percent to EUR 6.4 billion. The state monopoly thus remains on a downward trend even though a new ray of hope appeared on
the market in 2012 in the guise of the new pan-European “Eurojackpot”
lottery, which has not yet lived up to expectations. This development underlines the significance of the group’s timely decision to sell its own
German lottery business.
According to studies by Goldmedia and H2 Gambling, the global online
gaming market is expected to expand by around five percent by 2015. In
Europe, the pace of growth is markedly higher: according to estimates
by market researchers, the compounded annual growth rate (CAGR) between 2003 and 2015 is expected to be around 23 percent.
Shares
/ 1.5. Development of the regulatory environment /
At the start of 2012 new gaming legislation came into force in Schleswig-Holstein, envisaging the controlled liberalisation of the market. The
basic conditions are comparable to those in other regulated European
markets: an unlimited number of sports betting licences, moderate taxation of the net gaming proceeds (hold) at 20 percent and allowing lotteries, poker and other forms of gaming to operate over the Internet. At
the start of May 2012 the mybet subsidiary PEI Ltd. received one of the
first licences for sports betting. This was followed by a permit to organise and market casino and poker products in December 2012.
In mid-2012 the other 15 federal states reached a political compromise and set the wheels in motion for the amended State Treaty on gaming (GlüÄndStV). The Schleswig-Holstein state government signed up
to the agreement in January 2013 – despite vehement criticism from
the opposition parties and the EU Commission. However it is already foreseeable that this legislation, too, will not stand up to scrutiny under
European and constitutional law. In a resolution dated January 24, 2013
the Federal Court of Justice repeated its previously voiced reservations
about the regulatory model and submitted fundamental questions on
its compatibility with European law to the European Court of Justice.
The restriction to an arbitrary 20 sports betting licences envisaged in
GlüÄndStV, the ban on online casino and poker games and the argument
that the lottery monopoly can be justified by the need to combat addiction are the key aspects that have already come in for stiff criticism from
the EU Commission and the courts.
Even if the application of the regulatory model is fundamentally open
to question due to its contravention of European law, mybet is for the
time being taking part in the licensing process. The licence applications
were submitted punctually to the Hesse Ministry of the Interior, which is
responsible for the process, in mid-January 2013. The awarding of the
licences is not expected before the end of the first half of 2013.
There was initially a particular threat to providers of sports betting over
the Internet from the high taxation of betting stakes as a result of the
amended German Race Betting and Lottery Act. Since July 1, 2012 there
has been a five percent tax on sports and horse betting stakes in Germany. However the providers industry-wide are treating this tax like excise
duty and passing it on directly to customers. End customers have largely
accepted it because virtually all providers of sports and horse betting
are passing on the tax to customers or have withdrawn from the German
market. For the time being, its impact on the results of providers therefore appears to be relatively mild. However analyses of gaming behaviour
in the fourth quarter of 2012 suggested the possibility that it could erode purchasing power in the long term.
In most other core European countries, the liberalisation of gaming
markets has already by and large been completed. In Italy, Spain and
Belgium companies of the mybet Group successfully secured licences
and commenced trading based on these. Further countries such as
the Netherlands and Switzerland are likewise planning to reform their
markets to bring them up to date with the Internet age, and allow the
offering of gaming online. mybet will continue to monitor the regulatory
developments in these markets.
55
01/12
2
Casino & Poker
Business performance
The gross revenue of the mybet Group in the 2012 financial year rose
26.5 percent year on year to EUR 240.6 million. Revenue grew by a
below-average rate of 14 percent to EUR 69.2 million as a result of the
loss of income from the lottery operations following their disposal.
All in all, the group made positive progress in the 2012 financial year and
fulfilled the management’s expectations regarding the revenue performance. The revenue forecast published along with the Annual Report at
the end of March 2012 was for between EUR 60 and 70 million. In the
autumn, the budgeted range was firmed up at EUR 65 to 70 million. For
operating EBIT, the company initially expected a range of EUR -4.0 to
+4.0 million, which was narrowed down to EUR 0.3 to EUR 1.3 million in
the autumn. The operating EBIT (before divestment proceeds and profitrelated bonuses) ultimately achieved of EUR -0.1 million (previous year
EUR 1.6 million) is thus slightly short of expectations. The difference is
the result of the still weak economic situation in Spain and a low margin
for bookmaking business in December 2012.
mybet’s bookmakers reported a record hold in the fourth quarter, exceeding the EUR 10 million mark for the first time in mybet‘s history.
However the increase of 25.7 percent year on year nevertheless fell short
of expectations because December’s relatively low margin meant an
otherwise healthy fourth quarter ended on a muted note.
In securing the Schleswig-Holstein licence, mybet has now been able
to locate marketing partners in Germany with greater ease. Previously,
major marketers had very much held back due to the unclear regulatory situation. Through partnerships with the Bundesliga clubs Fortuna
Düsseldorf and SpVgg Greuther Fürth as well as the German Handball
Federation, mybet has been able to raise brand awareness: in the most
recent survey of brand awareness of sports betting providers carried
out in January 2013, GfK subsidiary nurago established that mybet now
Total registrations
in 2012
186,000
/ 2.1. Sports Betting segment /
The revenue of the Sports Betting segment is generated mainly by the
sports betting operations of QED Ventures Ltd., Malta, which operates
the mybet product range via its subsidiary PEI Ltd.
Betting stakes for the segment in the 2012 financial year were around
35 percent up on the prior-year period, at EUR 186 million. A 49 percent share of betting stakes was generated over the Internet (online)
45%
growth with online
sports betting
and 51 percent via terrestrial channels in betting shops (offline). Growth
in online business of more than 45 percent again easily outstripped the
growth in betting stakes for the mybet betting shops (+26 percent).
The gross profit (hold) for 2012 was around 37 percent up on the prioryear period at EUR 32.6 million. This slightly above-average trend compared with the rise in betting stakes is thanks to an improvement in the
margin from 17.2 percent to 17.5 percent. There was a typical pattern to
the individual quarters: the strong start to the year, with a first-quarter
margin of 20.2 percent, was followed by a quarter featuring the European
Championship, bringing in high stakes but producing a weak margin.
The third quarter, which generally contains the close season in European football leagues, was especially weak in 2012 due to low margins.
Betting season revived along with the kick-off of the 2012/13 season:
betting stakes for Q4 2012 of EUR 49.9 million were only slightly below
the record-breaking Q2, which had featured the European Championship, and were 29 percent up on the third quarter.
56
achieves an unprompted recognition rating of nine percent and thus
ranks in third place among the providers active in Germany.
As a result of the advertising activities, the number of registrations in
2012 was increased by 186,000 to now 1,048,000. That is an increase
of almost 22 percent. The average number of active online customers of
107,900 was actually 40 percent up on the previous year, when around
77,100 were active on at last one occasion.
22,353 customers were active at least once a month in 2012 (+28 percent). In the fourth quarter of 2012, 25,583 customers were active at
least once a month (+36 percent).
The average monthly betting stakes per active customer again rose,
from EUR 298 in 2011 to EUR 338 in 2012. In the fourth quarter of 2012,
per capita betting stakes reached EUR 335 (previous year EUR 321).
As a result of optimisation of the shop structure, the number of betting
shops under the mybet franchise was reduced further to 443 (previous
year 501) at December 31, 2012. The total number of shops in Germany
decreased from 275 to 232. The success of this optimisation strategy
is highlighted by the 43 percent rise in the average betting stakes per
shop, from EUR 151 thousand to EUR 216 thousand.
In total, the Sports Betting segment’s revenue rose from EUR 25.1 million in the previous year to EUR 33.8 million in the 2012 financial year.
EBIT for the Sports Betting segment was EUR -0.6 million (previous year
EUR 1.1 million).
KEY FIGURES FOR
SPORTS BETTING
2012
€ ’000
2011
€ ’000
Change
in %
Q1
2012
€ ’000
Q2
2012
€ ’000
Q3
2012
€ ’000
Q4
2012
€ ’000
Q4
2011
€’‚000
Change
in %
186,127
138,029
34.8%
45,930
51,707
38,639
49,851
40,358
23.5%
90,539
62,339
45.2%
20,614
23,481
20,771
25,674
18,156
41.4%
49%
45%
45%
45%
54%
52%
45%
95,588
75,690
25,316
28,226
17,868
24,177
22,202
51%
55%
55%
55%
46%
48%
55%
32,553
23,692
9,284
7,237
5,805
10,227
8,139
Margin in %
17.5%
17.2%
20.2%
14.0%
15.0%
20.5%
20.2%
Hold online
11,564
7,806
3,031
2,193
2,219
4,121
2,616
Margin in %
12.8%
12.5%
14.7%
9.3%
10.7%
16.1%
14.4%
20,990
15,886
6,253
5,044
3,586
6,106
5,523
(thousand)
22.0%
21.0%
24.7%
17.9%
20.1%
25.3%
24.9%
Active customers in period
1,048
862
21.6%
903
959
1,000
1,048
862
21.6%
(thousand)
107.9
77.1
40.0%
37.3
45.2
44.9
51.2
33.2
54.3%
Active sports betting customers in month (thousand)
22.4
17.4
28.1%
20.9
23.1
19.8
25.6
18.9
35.7%
Betting stakes per active
customer/month (€)
338
298
13.3%
329
338
349
335
321
4.2%
Betting stakes
Online
as % of betting stakes
Offline
as % of betting stakes
Hold
Existing customers
26.3%
37.4%
48.1%
32.1%
Shares
8.9%
25.7%
57.6%
10.6%
The quarterly figures are unaudited
/ 2.2. Casino & Poker segment /
The Casino and Poker segment consists mainly of the products on the
mybet.com platform, which is licensed in Malta. Based on the licences
held in Spain and Italy, the websites www.netbet.es, www.poker770.es,
www.mybet.it and poquer.es were gradually launched from the middle
of the year on. The casino and poker products on the German mybet.
de platform, which is based on the Schleswig-Holstein gaming licence
granted in December, will only gain in significance in 2013.
In 2012 the revenue for the segment rose by 26.7 percent from EUR 17.1
million to EUR 21.7 million. EBIT was increased from EUR 1.8 million in
the previous year to EUR 3.0 million in 2012. The substantial increase in
the active customer base lay behind the sharp rise in revenue and profit.
This high profitability highlights the segment’s economic importance
for the entire group. However growth is dependent to a high degree on
the development of the Sports Betting area, which recruits almost exclusively new customers and then refers them to the casino and poker
products by means of suitable cross-selling activities.
/ 2.3. Lotteries segment /
and Vendo. Business with German-language lottery products was disposed of with effect from May 1, 2012.
As a result of the sale, the segment’s revenue fell by more than half compared with 2011, from EUR 13.7 million to EUR 6.2 million. The financial
and economic crisis continues to have a stranglehold on Spanish lottery
business. This also resulted in the Spanish DIGIDIS sub-group making a
negative EBIT contribution of around EUR -1.1 million.
The segment’s EBIT for the 2012 fell from EUR 3.4 million in the prioryear period to EUR -0.3 million in 2012. This change was prompted by
the sale of the German-language lottery operations and the weak performance of the Spanish group companies.
The prior-year result benefited from the profitability of the model in use
until then, which was able to deliver EBIT margins well into double figures
thanks to the restructuring initiated by the Management Board in 2012
in order to make it saleable. However the model, which was based on a
betting licence in the UK, could not have been continued in the established form without endangering the granting of sports betting and casino
licences in Germany. The sale of the lottery operations, which had the
effect of boosting the company‘s financial strength, was thus the inevitable consequence.
The Lotteries segment comprises the lottery operations of the Spanish
subsidiary DIGIDIS S.L. The figures for the previous year and also the first
four months of 2012 include the lottery and syndicate business of JAXX
57
01/12
Casino & Poker
Financial analysis
/ 2.4. Horse Betting segment /
3
The Horse Betting segment encompasses the activities of pferdewetten.
de AG and, for the first four months of the 2012 financial year, horse bet-
/ 3.1. Financial performance /
Revenue growth in
Horse Betting segment
17.3%
ting business conducted on the JAXX.com platform and the telephone
betting agency Telewette. The latter two areas were sold together with
the lottery operations.
The further development of the new pferdewetten.de website, successful marketing measures in the main horse racing season and the launch
of the betting range on mobile devices (android and iPhone) have led to
a marked improvement in revenue and profit. Revenue for the segment
in 2012 climbed by 17.3 percent, from 4.8 million to EUR 5.7 million. EBIT
improved significantly from EUR -55 thousand to EUR 290 thousand.
REVENUE
3.1.1. Financial performance of the group
Based on gross revenue of EUR 240.6 million (previous year EUR 190.2
million), the consolidated revenue for 2012 showed a 14 percent yearon-year rise from EUR 60.7 million to EUR 69.2 million thanks to the substantially expanded customer base for sports betting activities. Sports
Betting generated 49 percent of revenue, the Casino & Poker segment
31 percent, Lotteries 9 percent and Horse Betting 8 percent. 3 percent
came from other operating segments. The net gaming revenue (NGR),
which represents revenue less gaming tax, increased from EUR 60.1
million to EUR 68.3 million, a gain of 13.6 percent.
2012
2011
change
2010
2009
2008
€ ’000
€ ’000
%
€ ’000
€ ’000
€ ’000
Gross revenue
240,593
190,152
+26.5
154,075
129,319
123,542
Winnings paid out
171,399
129,466
+32.4
102,886
81,415
77,883
69,195
60,686
+14.0
51,189
47,904
45,654
Sports Betting
33,764
25,096
+34.5
21,300
15,659
n/a
Casino & Poker
21,671
17,100
+26.7
12,863
9,359
n/a
Lotteries
6,236
13,667
-54.4
13,562
19,553
n/a
Horse Betting
5,685
4,847
+17.3
2,979
3,244
n/a
Net gaming revenue
68,312
60,128
+13.6
50,705
47,290
45,178
Revenue
…of which…
Revenue performance
Sports betting
€ million
Casino & Poker
Lotteries
Horse betting
Other
1,8
70
0,4
60
4,8
50
13,7
10
1,4
6,2
2,6
25,1
0,3
1,5
1,4
4,7
10
17,1
20
0,7
0,1
5,7
21,7
40
30
20
5,2
9,7
33,8
0,8
1,5
1,0
1,2
1,2
6,2
5,5
10,5
7,4
6,1
0
0
2011
2012
Q1 2012 Q2 2012 Q3 2012 Q4 2012
58
Personnel expenses in 2012 came to EUR 11.0 million, a slight increase
on the previous year’s level (EUR 10.4 million). The total includes profitrelated bonuses of EUR 446 thousand paid to the Management Board as
a whole based on the remuneration system. The average employee total
was virtually unchanged from the previous year at 176 (177). However
there were various structural changes due to the disposal of the lottery
operations. For example, the subsidiaries increasingly took over functions from the holding company in the accounting, controlling and legal
areas. At the same time the high pace of growth in the Sports Betting
segment necessitated the strengthening of the operations teams, above all for software development, shop service and customer care.
Shares
Expenditure per employee increased slightly from EUR 59 thousand in
the previous year to EUR 62 thousand. Revenue per employee climbed
further from EUR 343 thousand to EUR 393 thousand. The personnel
expenses ratio declined from 17.1 to 15.9 percent.
Development in personnel expenses
Personnel expenses
Expenses ratio
million € / percent
17.1%
12
15.9%
10
10.4
15%
16.6%
3
11.0
16.8%
15.3%
15.2%
15%
3.0
2.8
10%
8
2
2.5
2.6
10%
6
5%
4
1
5%
0
Quote
2
Quote
0
2011
2012
Q1 2012 Q2 2012 Q3 2012 Q4 2012
The cost of purchased materials, which comprises mainly bonuses claimed by customers as well as licence fees for casino software providers
and poker networks, increased by 8.0 percent to EUR 9.7 million as a result of the steep growth in core business. For the sake of greater transparency, the bonuses were reclassified as cost of purchased materials
instead of other operating expenses in the 2012 financial year, including
retroactively for the preceding years.
Compared with the previous year, other operating expenses increased
by 31.9 percent, from EUR 37.4 million to EUR 49.4 million in 2012. The
main items within other operating expenses are commissions for betting shops, and marketing costs. The substantial rise of 54.6 percent
in commissions payable to venture partners from EUR 13.9 million to
EUR 21.4 million is attributable to the sale of lottery operations. What
were previously intercompany charges became third-party expenses.
The effect in the period under review amounts to EUR 3,255 thousand.
Disregarding this effect, the cost position has developed at a slower rate
than growth in the hold from sports betting.
Marketing expenditure rose 34.3 percent to EUR 15.0 million compared
with the previous year. Successful measures to acquire new customers
were stepped up in particular in response to the European Championship
in Poland and Ukraine.
All in all, mybet confirmed how efficient its marketing activities are in
the past financial year. Marketing expenses came to around 22 percent
of revenue, compared with 18 percent in the previous year. According
to a study carried out by the market researcher MECN in 2012, mybet’s
relatively low ratio puts it well below the industry average of 26 percent
in the years 2011 and 2010.
59
01/12
Casino & Poker
Five-year overview of the principal expense items
2012
2011
change %
2010
2009
2008
€ '000
€ '000
%
€'000
€'000
€'000
9,674
8,954
+8.0
4,249
2,247
1,791
10,991
10,369
+6.0
10,700
10,081
9,835
176
177
191
201
184
49,377
37,444
+31.9
38,259
34,551
33,012
of which marketing
15,038
11,201
+34.3
13,135
9,285
9,591
of which commissions
21,426
13,863
+54.6
12,744
9,370
9,089
Cost of purchased
materials
Personnel expenses
Employees (average for
year)
Other operating expenses
The divestment proceeds from the disposal of the lottery operations
and the solid revenue growth markedly improved the earnings situation
of the mybet Group in the 2012 financial year. Earnings before interest,
taxes, depreciation and amortisation (EBITDA) improved from EUR 6.9
million to EUR 11.0 million in 2012. Depreciation and amortisation declined from EUR 5.2 million to EUR 3.7 million as a result of the significantly
lower volume of syndicate business in Spain.
Thanks to the divestment proceeds, earnings before interest and taxes
(EBIT) improved from EUR 1.6 million in 2011 to EUR 7.2 million in 2012.
Earnings before tax for 2012 came to EUR 7.2 million (previous year EUR
1.3 million).
Consolidated earnings for 2012 reached EUR 6.1 million (previous year
EUR 1.5 million). Earnings per share for 2012 were EUR 0.25, compared
with EUR 0.06 in the previous year.
Development in earnings (EBITDA/EBIT)
EBITDA
EBIT
€ thousand
14,000
12,000
10,000
8,000
6,000
4,000
10,992
7,248
6,871
2,000
0
6,955
3,040
1,633
5,953
1,789
1,297
-300
482
-975
-2,000
2011
2012
Q1 2012
Q2 2012
Q3 2012
Q4 2012
60
Shares
Five-year overview of earnings
2012*
2011
change %
2010
2009
2008
€ '000
€ '000
%
€ '000
€ '000
€ '000
10,992
6,871
+60.0
546
4,212
5,957
EBIT
7,248
1,633
+343.9
-3,814
-6,717
-10,441
Earnings before tax
7,209
1,252
+475.8
-4,221
-7,198
-10,418
6,108
1,499
+307.5
-4,170
-7,195
-16,922
0.25
0.06
-0.21
-0.46
-1.06
EBITDA
Earnings per share
* The 2012 earnings include divestment proceeds of EUR 7.7 million.
3.1.2. Financial performance of mybet Holding SE
/ 3.2. Financial position /
The revenue of the group parent mybet Holding SE totalled EUR 970
thousand in 2012 (previous year EUR 1,044 thousand) and was generated by the reapportioning of administrative costs among affiliated companies. The sharp rise in other operating income to EUR 3.9 million (previous year EUR 0.4 million) stems from the proceeds from the disposal
of the lottery operations. This item also includes lease expenses rebilled
to subsidiaries and income from the reversal of accruals.
3.2.1. Financial position of the group
The personnel expenses for the period under review amounted to EUR
2,039 thousand (previous year EUR 1,682 thousand) and include the
profit-related bonus for the Management Board of EUR 446 thousand.
The number of permanent employees remained unchanged at 17. The
rise in other operating expenses from EUR 2.5 million in the previous
year to EUR 2.8 million in the 2012 financial year comes principally from
the waiver of receivables from affiliated companies in connection with
the sale of the lottery operations.
Depreciation and amortisation came to EUR 23 thousand in 2012 (previous year EUR 142 thousand). The interest result for 2012 of EUR 705
thousand (previous year EUR 1,473 thousand) essentially comprises interest income from loans that were extended to subsidiaries.
The net income of mybet Holding SE was EUR 652 thousand in 2012.
This contrasted with a loss of EUR -1,379 thousand in the previous year.
Against the positive cash flow from operating activities of EUR 4.1 million and cash receipts from the disposal of fixed assets and business
units in connection with the sale of the lottery operations for EUR 7.8
million, there were cash outflows from investing activities of EUR 4.6
million. Investment spending was mainly for the further development of
the mybet betting platform.
Total cash and cash equivalents at December 31, 2012 came to EUR
14.9 million (previous year EUR 7.2 million). Security provided accounted
for EUR 1.7 million of this (previous year EUR 1.4 million).
In September 2008 mybet Holding SE issued a convertible bond (ISIN
DE000A0XYGS9) with an interest rate of 6.66 percent. A total of 50 debentures were exchanged for 500 shares in 2012, as a result of which
there remained 4,019 debentures at December 31, 2012. This bond is
due in December 2013.
3.2.2. Financial position of JAXX SE
The current assets of the group parent mybet Holding SE amounted to
EUR 22.5 million at the balance sheet date (previous year: EUR 18.2 million) and consist primarily of receivables from affiliated companies, cash
and cash equivalents, and securities. As a result of the disposal of the
lottery operations, cash on hand and cash in banks increased from EUR
1.2 million in the previous year to EUR 7.4 million in 2012.
Five-year overview of liquidity
Cash holdings
Liquidity ratio 2*
2012
2011
2010
2009
2008
€ '000
€ '000
€ '000
€ '000
€ '000
14.884
7.187
5.798
10.034
12.861
159%
136%
80%
132%
125%
* Liquidity ratio 2 describes the ratio between current assets (excl. inventories) and current liabilities
61
01/12
3.2.3. Principles and aims of financial management
mybet fundamentally pursues the goal of paying a regular dividend subject to the financial performance being consistently positive.
/ 3.3. Net worth /
3.3.1. Net worth of the group
Non-current assets rose from EUR 18.8 million at the balance sheet
date of December 31, 2011 to EUR 20.4 million at December 31, 2012.
Current assets increased by EUR 4.9 million to EUR 23.5 million largely
as a result of the cash inflow from the disposal.
Shareholders’ equity rose by EUR 5.8 million compared with the balance
sheet date of December 31, 2011 to EUR 28.5 million at December 31,
2012, mainly as a result of the positive result for the year. The equity
ratio climbed to 64.9 percent, with the balance sheet total growing by
Shareholders’ equity
Borrowed capital
Equity ratio
64.9%
Equity ratio
Since the repayment of a convertible bond at the end of 2011, the mybet Group has been largely free from non-current interest-bearing liabilities. The non-current liabilities of EUR 0.7 million (previous year EUR
1.1 million) reported on the balance sheet mainly comprise a local bank
loan granted to the Spanish subsidiary DIGIDIS S.L. and a mortgage loan
for holiday apartments on Rügen. Of the original portfolio of ten apartments, seven have now been sold. The remaining apartments are equally
to be disposed of in the medium term.
The current liabilities rose by EUR 1.1 million to EUR 14.7 million mainly
due to the change in trade accounts payable and other financial liabilities.
The debt ratio at December 31, 2012 was 35.1 percent (December 31,
2011: 39.3 percent).
31/12/2012
31/12/2011
31/12/2010
31/12/2009
31/12/2008
€ '000
€ '000
€ '000
€ '000
€ '000
28,520
22,673
15,015
17,093
20,315
668
1,144
1,532
6,447
10,688
64.9%
60.7%
41.2%
42.1%
41.8%
3.3.2. Net worth of the SE
The financial assets of the group parent mybet Holding SE fell to EUR
24.0 million at the 2012 balance sheet date as a result of the disposal
of the lottery operations, compared with EUR 26.8 million inn the previous year. Shareholders’ equity climbed from EUR 41.8 million to EUR
42.4 million as a result of the net income for the year. The liabilities grew
slightly from EUR 3.6 million to EUR 4.0 million.
/ 3.4. General statement on the economic situation /
The management considers the 2012 financial year to have been highly successful. Lottery operations were disposed of as planned, mybet
made further progress with focusing on the growth areas of sports betting, casino and poker, and it received the key licences that pave the
way for the expansion of its business activities. The betting stakes on
the online platforms and in the shops increased at a steep rate of 35
percent, and new customer totals and customer values equally improved
substantially. Overall, the volume of business reached a high level which
should prepare the way for accommodating fluctuations in the margin –
which is one of the key performance indicators within the mybet Group’s
business model – more readily in future.
62
EUR 6.6 million to EUR 43.9 million.
In its financial management approach, mybet Holding SE strives for predominantly short-term investments of a money market character with
a balanced risk/reward ratio. It encompasses monitoring cash and cash
equivalents, watching certain cash indicators and assuring liquidity.
Shareholders’ equity and
borrowed capital
Casino & Poker
That is because it became clear in the course of the 2012 financial year
that the volume of stakes in the sports betting segment was not yet sufficient to compensate for weak months. For example low margins in the
months of September and December in each case prompted a negative
overall result. The continuing economic weakness of the general market
situation in Spain again proved a burden in the 2012 financial year.
35%
Increase of the betting stakes
All in all, the economic situation of the mybet Group at the balance sheet
date of December 31, 2012 can be rated as very sound, with an equity
ratio of 64.9 percent and financial resources of EUR 14.9 million. Thanks
to the successful sale of the Lotteries segment, for which a large part
of the agreed purchase price of EUR 12.5 million was already collected
with an impact on liquidity during the 2012 financial year, the company’s
financial leeway has improved appreciably. The group is ideally prepared
for further growth as planned.
/ 3.5. Disclosures pursuant to Sections 289 (4)
and 315 (4) of German Commercial Code /
At the balance sheet date the share capital of mybet Holding SE amounted to EUR 24,217,183, divided into 24,217,183 registered ordinary shares (no par value shares). Each share carries one vote. All shares carry
the same rights.
The company was not notified of any major shareholdings representing
more than ten percent in the period under review.
There exist no special restrictions concerning voting rights or the transfer of shares, or shares bearing special rights that bestow powers of
control. Nor have any particular stipulations regarding the control of voting rights been agreed if employees hold a share of the capital and do
not exercise their rights of control directly.
Approved capital
The company has various approved sums of capital amounting to up to
EUR 12,000,000.00 in total.
With regard to the Approved Capital 2010/I, the Management Board is
authorised, with the consent of the Supervisory Board, to increase the
capital stock up until May 17, 2016 through the issue of new shares for
cash, whether as a single transaction or in multiple transactions, by up
to EUR 7,000,000.00. The shareholders shall be granted a fundamental
subscription right; however the Management Board is, with the consent of the Supervisory Board, authorised to exclude the shareholders’
subscription right for residual amounts. Moreover the Management
Board is, with the consent of the Supervisory Board, authorised to determine the further terms of the share issue for the Approved Capital
2010/I.
With regard to the Approved Capital 2010/II, the Management Board is
contribution in kind, whether as a single transaction or in multiple transactions, by up to EUR 5,000,000.00. In this connection the Management Board is, with the consent of the Supervisory Board, authorised
to exclude the shareholders‘ subscription right to an amount totalling
up to EUR 5,000,000.00, whether as a single transaction or in multiple
transactions, if the new shares are issued for contribution in kind and
the issuing price of the new shares does not undercut by more than 5
percent the market price of shares of the same features already listed
at the time when the issuing price is finally fixed. The market price is
deemed to be the arithmetical average of the closing prices (Xetra) on
the ten trading days prior to the fixing date.
Shares
60,000,000.00 up until April 30, 2010 on one or more occasions and to
equip the convertible bonds with conversion rights that entitle the acquirer to purchase shares in the company as further specified in that
resolution and in the terms of the bond.
A further convertible bond, divided into 161,830 equally ranking bearer
debentures with a par value of EUR 21.00 each, was placed in September 2008 for a total nominal amount of up to EUR 3,398,430.00 with
the right to convert each debenture into ten shares. The debentures pay
interest at 6.66 percent annually on their nominal amount. This convertible bond has a term lasting until December 15, 2013.
As a result of the exchanging of a total of 1,609,183 debentures into
3,029,482 no par value shares to date and the repayment of 2,188,628
debentures, the conditional capital now amounts to EUR 40,190.00
(Conditional Capital 2007/I).
The Shareholders’ Meeting of May 18, 2011 resolved to increase the
capital stock conditionally by an amount of EUR 5,000,000.00 through
the issue of up to EUR 5,000,000 registered ordinary shares with no
par value (no par value shares). The Management Board was authorised to issue convertible bonds with a total nominal value of up to EUR
25,000,000.00 up until May 17, 2014 on one or more occasions and to
equip the convertible bonds with conversion rights that entitle the acquirer to purchase shares in the company as further specified in the resolution and in the terms of the bond (Conditional Capital 2011/I). No
use has yet been made of the authorisation.
b) Stock options
There exist several conditional capital amounts for the issuance of
subscription rights to the management and employees of the company,
and to affiliated companies.
Following the issuance of subscription rights, Conditional Capital 1999/
III amounts to EUR 28,365 at the balance sheet date and Conditional Capital 2000/I amounts to EUR 14,016 at the balance sheet date. Exercise
of the corresponding employee options is no longer possible.
Following its partial cancellation, Conditional Capital 2005/I amounts to
EUR 205,000 and Conditional Capital 2006/I totals EUR 475,000. Exercise of the corresponding employee options is possible for a period of
five years after their issuance.
Conditional Capital 2010/I amounts to EUR 550,000. Exercise of the corresponding employee options is possible for a period of six years after
their issuance.
At December 31, 2012 there were 450,000 stock options issued under
the various plans.
Conditional capital
a) Convertible bonds
No authorisation of the Management Board to purchase treasury shares
exists.
In accordance with the articles of incorporation, the Management Board
of mybet Holding SE comprises one or more persons. The Supervisory
Board may appoint a Management Board Chairman and a Management
Board Deputy Chairman. Amendments to the articles of incorporation
63
01/12
must be carried by a three-quarters majority of the Shareholders’ Meeting. The Supervisory Board may perform amendments to the articles of
incorporation that relate to the wording alone.
Pledges to the Management Board in the event of termination of
employment of a Management Board member
For particulars of the post-contractual restraint on competition and the
change of control arrangements, please refer to the remarks in the remuneration report.
4
Corporate governance declaration
The corporate governance declaration pursuant to Section 289a (1) of
German Commercial Code is published on the website of mybet Holding
SE at www.mybet-se.com in the section “The Company” under “Corporate Governance”.
5
Remuneration report
Casino & Poker
/ Remuneration structure /
The following criteria apply for the individual components of the Management Board’s remuneration:
∆∆ The non-performance-related fixed remuneration is paid monthly
in the form of a salary.
∆∆ As for the previous years, the level of the profit-related bonus for
the 2012 financial year is dependent on the attainment of an IFRS
net profit for the mybet Group, before tax (EBT) and Management
Board profit-related bonus. The profit-related bonus is between
2.0 and 3.5 percent of EBT. Its payment is due within one month
of establishment of the annual financial statements. Accordingly,
a profit-related bonus entitlement of EUR 446 thousand arose for
both Management Board members in 2012.
∆∆ The share-based payment takes the form of the issue of stock
options in accordance with the terms of the stock option plans
approved by the Shareholders’ Meetings on May 3, 2005 and May
17, 2006. Detailed disclosures on the particulars of the stock option
plans are provided in Section 8.8 of the Notes to the Consolidated
Financial Statements. No options were granted in the 2012 financial year and no options were exercised. 15,446 options expired.
/ Other benefits /
/ Remuneration of the Management Board /
The remuneration system for the Management Board fundamentally
envisages performance-related components, alongside fixed pay, in the
form of profit-related bonuses and stock options as components with a
long-term incentivising effect, in line with the respective area of activity
and responsibility of each Management Board member. Both personal
performance and factors pertaining to the company’s success and the
development in the share price are thus appropriately reflected in the
remuneration. The remuneration of the Management Board is discussed
and determined by the full Supervisory Board, and its appropriateness
regularly reviewed once a year.
FIXED PAY/ PERFORMANCESALARY RELATED PAY/
PROFIT-RELATED BONUS
In addition to the fixed and variable remuneration, the Management
Board members receive a choice of a leased vehicle by way of a company
car, or a car allowance of EUR 1,300 or EUR 1,500 monthly.
The company has furthermore taken out group accident insurance cover
as well as D&O liability insurance on behalf of the Management Board
members.
For the 2012 financial year, the Management Board members received
the following remuneration (prior-year values in brackets):
COMPONENTS WITH A LONGTERM INCENTIVISING EFFECT
NON-MONETARY
BENEFITS FROM
NON-CASH REMUNERATION
TOTAL
€ '000
€ '000
Stock options
(units)
Fair value at
issue (€ ’000)
€ '000
€ '000
Mathias Dahms
220.0
(220.0)
223.1
(25.0)
(-)
(-)
10.1
(10.4)
453.2
(255.4)
Stefan Hänel
220.0
(220.0)
223.1
(25.0)
(-)
(-)
11.8
(9.0)
454.9
(254.0)
Total
440.0
(440.0)
446.2
(50.0)
(-)
(-)
21.9
(19.4)
908.1
(509.4)
64
Shares
The following table provides information on the stock options held by the
members of the Management Board, which formed part of the sharebased payment in previous financial years.
Management Board stock options
POSITION AT
01/01/2012
GRANTED IN
2012
exercised IN
2012
EXPIRED IN 2012
POSITION AT
31/12/12
No. of
options
Average weighted
exercise price
Units
AWEP
Units
AWEP
Units
AWEP
Units
AWEP
Mathias Dahms
95,223
1.85 €
-
-
-
-
7,723
2.77 €
87,500
1.77 €
Stefan Hänel
95,223
1.85 €
-
-
-
-
7,723
2.77 €
87,500
1.77 €
190,446
1.85 €
-
-
-
-
15,446
2.77 €
175,000
1.77 €
Total
The stock options were granted in the years 2005 and 2010 under the
terms of the stock option plans approved by the Shareholders’ Meetings
of mybet Holding SE on May 3, 2005 and May 17, 2006 (for further information on the mybet stock option plans, please refer to the Notes to the
Consolidated Financial Statements, Section 8.8).
Fair value at time of the stock options’ issue
TOTAL AT
ISSUE
issue
EXERCISE
PRICE
FAIR VALUE
POSITION AT
31/12/2012
OPTION VALUE
AT ISSUE
OPTION VALUE
31/12/2012
Mathias Dahms
175,000
January 2010
1.77 €
0.79 €
87,500
138,250 €
69,125 €
Stefan Hänel
175,000
January 2010
1.77 €
0.79 €
87,500
138,250 €
69,125 €
Total
350,000
January 2010
1.77 €
0.79 €
175,000
276,500 €
138,250 €
There were no subsequent changes in value that resulted from a change
in the vesting conditions.
/ Pledges to the Management Board in the event of
termination of employment of a Management Board
member /
Post-contractual restraint on competition
For the duration of the post-contractual restraint on competition of
one year, the Management Board member in question shall receive a
compensation payment amounting to 50 percent of their final average
contractual remuneration. The restraint on competition and an accompanying compensation payment shall not apply if the contract of employment is terminated as a result of a change of control.
/ Change of control /
ger or break-up of mybet Holding SE into a different legal entity or the
conclusion of a control and/or profit transfer agreement where mybet
Holding SE is a dependent company.
In the event of a change of control, the company shall have the right to
terminate the employment contract with three months’ notice, effective
from the end of a month, within twelve months of the change of control
occurring. The employed relationship may also be cancelled within twelve months of its establishment or revoked pursuant to Section 84 (3) of
the German Stock Corporation Act. In the event of notice being served
by the company or termination in the form of cancellation or revocation,
the Management Board member shall receive a settlement amounting
to the target salary outstanding, discounted at 5.5 percent, including
profit-related bonus on the basis of the previous financial year, for the
entire remaining term of the contract. The Management Board member
shall in addition receive a further year’s salary plus performance-related
pay. Stock options already granted shall remain valid. Other cash or noncash benefits shall not be taken into account in the settlement.
A change of control exists in the event of a firm commitment according
to the German Securities Acquisition and Takeover Act (WpÜG), the mer
65
01/12
In the event of a change of control, each Management Board member
shall furthermore have the right to terminate their employment contract
with three months’ notice, effective from the end of a month.
In the event of termination by the Management Board member due to a
change in the fundamental direction of business operations or a change
in the Management Board member’s position within the Management
Board, the Management Board member shall receive a settlement
amounting to the target salary outstanding, including profit-related bonus based on the past financial year, for the entire remaining term of the
contract, but at least two years’ pay. Stock options already granted shall
remain valid.
In the event of termination by the Management Board member for other
reasons, the Management Board member shall merely be entitled to
payment of the pro rata profit-related bonus up until the date of termination. Stock options already granted shall remain valid.
/ Members of the Supervisory Board /
∆∆
∆∆
∆∆
∆∆
ntje Stoltenberg, Kiel, auditor, Chairman
A
Frank Motte, Stuttgart, managing partner, Deputy Chairman
Rainer Jacken, Kiel, management consultant
Rodolfo Carpintier Santana, Madrid (Spain), management board
chairman
∆∆ Dr Volker Heeg, Hamburg, lawyer and tax consultant
∆∆ Konstantin Urban, Gräfelfing, management consultant
Over and above his activities as a Supervisory Board member of mybet
Holding SE, only Mr Carpintier Santana held office as a non-executive
director of xplane Inc., St Louis, USA.
/ Remuneration of the Supervisory Board /
The remuneration of the Supervisory Board equally comprises a fixed
and a variable portion. The variable portion in turn consists of a shortterm and a long-term performance-oriented remuneration component.
The remuneration principles for the Supervisory Board were determined
at the 2005 Shareholders’ Meeting and the amounts adjusted at the
2010 Shareholders’ Meeting.
66
Casino & Poker
For its services the Supervisory Board shall receive
a) Fixed remuneration per member of EUR 15,000 annually, plus proven
expenses. The Supervisory Board Chairman shall receive remuneration
of EUR 22,500 for their services.
b) An annual payment based on the short-term performance of the
company amounting to 0.3 percent of the company’s EBIT for the year
per Supervisory Board member, based on the IFRS Consolidated Financial Statements, up to a limit of EUR 15,000 for Supervisory Board members and EUR 22,500 for the Supervisory Board Chairman.
c) A performance-related, long-term payment of EUR 15,000 for Supervisory Board members and EUR 22,500 for the Supervisory Board
Chairman due after the ending of each term of office of the Supervisory
Board. The long-term payment shall be paid out if the earnings of the
company (EBIT) have risen by an average of 30 percent per year during
the term of office of the Supervisory Board member in question.
d) Insofar as sales tax is due on the remuneration, the company is obliged to refund it. Supervisory Board members who have belonged to the
Supervisory Board for only part of a financial year or leave the Supervisory Board before the end of their term of office shall receive a pro rata
payment. This payment was granted for the first time for the 2010 financial year. The payment pursuant to letter a) shall be payable after the
end of the financial year in question. The payment pursuant to letter b)
shall be payable after the end of the Shareholders’ Meeting which grants
discharge of the Supervisory Board for the financial year ended. The payment pursuant to letter c) shall be payable after the end of the Shareholders’ Meeting which grants discharge of the Supervisory Board for
the final financial year of the Supervisory Board’s regular term of office.
/ Other benefits /
The company in addition reimbursed the Supervisory Board members
for proven expenses and travel costs.
For the 2012 financial year, the following remuneration for the Supervisory Board members was recognised as an expense (prior-year values
in brackets):
Shares
FIXED PAY
SHORT-TERM
VARIABLE PAY
LONG-TERM
VARIABLE PAY
TOTAL*
EXPENSES/
TRAVEL COSTS*
T€
T€
T€
T€
T€
22.5
22.5
-
45
0.2
(Chairman)
(22.5)
(4.9)
(-)
(27.4)
(0.3)
Frank Motte
15.0
15.0
-
30.0
-
(15.0)
(4.9)
(-)
(19.9)
(0.6)
15.0
15.0
-
30.0
-
(15.0)
(4.9)
(-)
(19.9)
(-)
15.0
15.0
-
30.0
3.2
(15.0)
(4.9)
(-)
(19.9)
(1.1)
15.0
15.0
-
30.0
-
(15.0)
(4.9)
(-)
(19.9)
(0.1)
15.0
15.0
-
30.0
1.1
(15.0)
(4.9)
(-)
(19.9)
(1.1)
97.5
97.5
-
195.5
4.5
(97.5)
(29.4)
(-)
(126.9)
(3.2)
Antje Stoltenberg
(Deputy Chairman)
Rainer Jacken
Rodolfo Carpintier
Santana
Dr. Volker Heeg
Konstantin Urban
Total
* plus VAT
6
Report on post-balance
sheet date events
On March 4, 2013 pursuant to Section 26 (1) of German Securities Trading Act (WpHG) mybet Holding SE published the following notice in accordance with Section 27a (1) of WpHG:
Mr Clemens Jakopitsch, Austria, Franz Freiherr von Brackel, Germany,
Brickell Investments S.L., Madrid, Spain, Mr Sascha Badelt, Spain, Mr
Jose Mieres, Spain, Arcalis Balear S.L. Palma de Mallorca, Spain, Marxant
Balear S.L., Palma de Mallorca, Spain, Mr Jaquinto Farrus Sarrado, Spain,
Mr Thomas Hütel, Germany, Ms Anna Hütel, Germany, Mr Rodrigue Schäfer, Germany, Mr Zeno Osskó, Germany and Mr Murat Tutkun, Germany,
have informed us of the following pursuant to Section 27a (1) of WpHG
on February 28, 2013 in connection with the exceeding or attainment of
the 10 % threshold or a higher threshold on February 1, 2013, as well as
on February 11, 2013 and February 27, 2013:
∆∆ The investment serves strategic goals.
∆∆ The parties subject to disclosure requirements intend to obtain
further voting rights through acquisition or other means within the
next twelve months.
∆∆ The parties subject to disclosure requirements seek to influence
appointments to administrative, management and/or supervisory
bodies of the issuer.
∆∆ The parties subject to disclosure requirements do not seek any
fundamental change in the capital structure of the company, in
particular in respect of the balance between financing with equity
and borrowed capital, as well as the dividend policy. The parties
subject to disclosure requirements consider a share buy-back programme of the company to be a suitable instrument for financing
future acquisitions of companies and investments.
∆∆ T he origin of the financial resources comprises partly equity capital
and partly borrowed capital, which the parties subject to disclosure
requirements have raised to finance the acquisition of the voting
rights.
∆∆ The disclosure requirements pursuant to Sections 21 f. and 27a
of WpHG arise from the fact that the voting rights of the parties
subject to disclosure requirements are attributable to each other
pursuant to Section 22 (2) of WpHG.
7
Opportunities and risks report
The opportunities are presented in the report on expected developments.
/ 7.1. Market and competition risks /
The competitive situation for the mybet Group has changed considerably over the past few years. Competition in the European sports betting market, in which the mybet Group is active through its mybet.com
service, is very stiff. Several relatively major and a large number of small
companies have already positioned themselves here, with the result that
market success harbours greater risks in respect of recognition, product
acceptance and the features of the products offered.
The successful expansion of the mybet brand on the German market
and the recruitment of new customers are largely dependent on intensive marketing and branding activities. The plans are based on certain
budget assumptions about the acquisition of customers. If the cost of
acquiring customers should escalate beyond the expected margin of
fluctuation as a result of growing competition, it could prove impossible
to achieve the defined growth targets on the planned budget.
67
01/12
mybet plans to invest to a limited extent in the development and running of its own sports betting shops in order to generate additional profit
contributions. The investment planned could partly or wholly fail to be
profitable and need to be written off if the planning assumptions are
not realised.
On the other hand there is the risk that marketing partners will decline to
partner sports betting providers or enter into partnership with them only
to a limited extent in the absence of definitive clarification of the regulatory framework in Germany. This could result in important marketing
channels remaining unavailable and prevent the defined growth targets
from being achieved.
A general risk in the sports betting industry is the high transparency of
the betting range’s price structure. By using various services available on the Internet, users can compare the prices being offered by the
various betting providers with relative ease, and choose the cheapest
service.
The continued growth of the mybet Group is to be safeguarded by
strengthening its market position and expanding its business operations to some degree to include further markets. The company is fundamentally also prepared to consider acquiring further companies or
business units. Even if the company exercises extreme care in preparing
and assessing potential acquisitions, any acquisitions and strategic expansion or relocations of the commercial activities of the mybet Group’s
companies may harbour considerable entrepreneurial risk, which could
have a considerable impact on the result of the mybet Group.
Such a risk may arise in particular if the conclusions or assumptions
made prior to the acquisition of a company subsequently prove to be
inaccurate or if anticipated market opportunities cannot be exploited in
the extended business fields and by the acquired companies. Changing
market, competitive and legal conditions in particular may prevent the
company from realising anticipated revenues and income, and may even
produce losses because the acquisitions and strategic expansion prove
disadvantageous.
/ 7.2. Operating risks /
At the operating end, the group companies that act as bookmakers are
fundamentally exposed to a high financial risk. The individual risks resulting from these activities may add up to an overall risk that can pose a
threat to the financial performance, financial position and net worth of
the mybet Group.
Bookmakers have to offer attractive odds that are in line with the market and attractive to customers for a large number of sporting events.
The mybet companies employ several licensed, well-trained bookmakers and are affiliated to early-warning systems such as Sportradar and
FIFA’s Early Warning System. The possibility can nevertheless not be excluded that payouts could far exceed betting receipts if a high number
of bets are won. Particularly at the start and end of the European football
season, the number of wins by favourites increases, and with them the
risk of increased payouts of betting winnings.
68
Casino & Poker
There also exists a fundamental risk of high payouts of winnings in the
other product segments. However, the risk can be limited by restricting
stakes and monitoring gaming behaviour.
The risks to operating business also affect the net worth, financial position and financial performance of mybet Holding SE through the valuation of investments.
/ 7.3. Technical risks /
In the technical sphere, the mybet Group is exposed to a range of risks
which can nevertheless be classed as low thanks to the processes and
systems that have been set up over several years. All the same, it cannot
be excluded that deficiencies in software and hardware or in the service
provided could result in recourse.
There furthermore exists a general risk in connection with the use of
the Internet as a sales channel. Technical bottlenecks due to the high
growth in its use, temporary restrictions as a result of attacks, viruses
or attempts to hack in and the growing complexity of the software could
restrict use despite the fact that data transfer concepts are becoming
increasingly efficient. On the other hand mybet is participating in the
sustained, sharp rise in demand for internet gaming products.
In view of its relatively high proportion of fixed costs, mybet has limited
scope for responding to changes in capacity utilisation and fluctuations
in employment, and in this respect is exposed to risks from a downturn
in business. At the same time, the group requires a relatively high critical
mass of customers in order to cover its fixed costs, though it can scale
up to an almost unlimited degree. The continuing success of the mybet
Group depends on further growth and the acquisition of new customers,
as well as on consolidating existing customer relations.
/ 7.4. Legal and regulatory risks /
The development of the regulatory framework in the European gaming
context is exhibiting a general trend towards liberalisation. mybet is nevertheless fundamentally exposed to the risk that it might not be able
to realise revenues or profits, or not realise them to the extent planned,
due to changes in the law in individual European countries. mybet is responding to this situation by operating predominantly in those markets
where the process of liberalisation is already under way or has already
been completed.
For the German core market, mybet expects the further liberalisation
and harmonisation of the gaming industry in the medium term. If contrary to expectation this does not occur or if mybet should be unable to
secure licences or meet the requirements for licences, this could have a
strong negative effect on the company’s financial performance.
In particular the ban on online casino and poker products which is enshrined in the State Treaty on gaming of Germany’s federal states could
– if it should unexpectedly stand up to the scrutiny of the European
Court of Justice and the Federal Court of Justice – erode results in the
highly profitable Casino and Poker segment of the mybet Group.
Equally, it is possible that new legal provisions will be interpreted differently by various parties with the result that only by going through the
courts at various instances will it be possible to arrive at the correct interpretation in a long drawn-out and expensive process.
The platforms of the mybet Group must meet high regulatory requirements. Above all in respect of the protection of minors, the prevention
of addiction, data security and money laundering guidelines, the internal
processes and platforms of the mybet Group currently meet very high
standards. There is nevertheless the risk that the licensing terms will
not be met wholly or partially, or will be regarded as not met, and that
this could be regarded as a breach of the licensing terms. A licence could
then be withdrawn.
The regulatory risks affecting the investments of mybet Holding SE also
affect mybet Holding SE, registered in Germany.
/ 7.5. Financial risks /
The disposal of lottery operations and the resulting cash inflow means
the mybet Group once again has ample cash holdings to finance its
further growth. The positive operating cash flow in the 2012 financial
year also helped to stabilise the financial position. The financial risks
have therefore been significantly reduced compared with previous years.
However, along with the deregulation of the German market the competitive environment is expected to intensify, necessitating increased
marketing outlay which would then diminish earnings.
/ 7.6. Price change, credit and liquidity risks, risks
from fluctuating payment streams /
In respect of its assets, liabilities and planned transactions, the mybet
Group is exposed to diverse risks from movements in trading prices and
market prices. The aim of financial risk management is to limit these
market risks by means of ongoing operational and finance-oriented
activities. Certain transactions require the prior permission of the Management Board or Supervisory Board. Liquidity, trading price and interest rate risks moreover form part of the risk management system.
They are reported on and evaluated monthly with the aid of a scorecard.
For this purpose, risks are evaluated in terms of their probability and
the inherent monetary loss if they materialise. No substantial foreign
currency risks exist.
/ 7.7. Risks to future development /
The anticipated future development is presented in the report on expected developments. Our positive assessment of future financial performance is based on planning assumptions incorporating certain expectations of future development that we consider to be plausible. The
successful disposal of the lottery operations has substantially improved
the financial leeway of the company once again.
Notwithstanding this, it is possible that the planning assumptions may
fail to materialise in light of general economic developments, and that
the valuation of the carrying amounts of investments will thus need to
be corrected in the separate financial statements of mybet Holding SE.
Shares
In this instance, the letters of subordination and comfort to subsidiary
companies would at the same time have to be increased. At December
31, 2012 mybet Holding SE covers the losses incurred by the subsidiaries totalling EUR 33,045 thousand (previous year EUR 26,739 thousand)
through letters of subordination and comfort. The failure of the planning
assumptions to materialise or further material losses by the subsidiaries could result in the development of mybet Holding SE being severely
hampered. The failure of planning assumptions to materialise can moreover result in the entire or partial absence of anticipated cash flows
and consequently in bottlenecks.
/ Report on the internal control and risk management
system for financial reporting purposes /
The Management Board of mybet Holding SE is responsible for preparing the Consolidated Financial Statements and the Group Management
Report. The Group Management Report is in agreement with the Consolidated Financial Statements.
Goals
The existing internal systems of control and risk management as well
as the implementation of uniform group-wide guidelines are intended
to ensure that the Consolidated Financial Statements and Group Management are both correct and in agreement with the statutory requirements. To comply with these requirements, specific employee training
and continuing education measures are employed on an ongoing basis
in the Finance, Bookkeeping and Controlling areas. Compliance with the
guidelines and the effectiveness of the systems of control are regularly
examined.
Methods
The Management Board of mybet Holding SE implements various systems and methods to steer the company and monitor, analyse and document corporate risks and opportunities. With the aid of special tools,
up-to-date evaluations of the most important key figures for the group’s
platforms and companies can be made, enabling the Management
Board to form an impression of new registrations, revenues and profit
margins both on a regular and an ad hoc basis. The key figures for the
individual areas are summarised in weekly reports. The monthly reports
by the group companies, which contain both performance figures and
indicators of the financial performance, financial position and net worth,
are regularly analysed in depth by the Management Board.
Uniform accounting is assured by the use of a group-wide software system that monitors all accounting processes centrally and supplies analyses that meet IFRS standards.
In accordance with the requirements under stock corporation law, the
risk management system of mybet Holding SE focuses on enabling the
Management Board to identify at an early stage any risks that could potentially pose a threat to the company as a going concern, and initiate
timely countermeasures. Potential risks are analysed centrally by means
of a scorecard using key data and reports from the individual sections
of the company, which are prepared on a monthly basis. The odds and
69
01/12
Casino & Poker
bookmaking margins in the Sports Betting area constitute such key
data. Alongside the use of predefined risk categories, the reporting corporate units bear a high degree of individual responsibility for recording
risks in order to cover as broad a spectrum of risks as possible.
shops in Germany over the next two years, depending on the timescale
of the licensing process. The peak investment is around EUR 2.5 million.
The additional profit from operating these shops itself compared with
the franchise model should easily exceed the investment costs.
The independent auditors have assured themselves of the functioning of
the risk early warning system. According to their examination, it satisfies
the requirements of Section 91 (2) of the German Stock Corporation Act.
The Casino & Poker segment will continue to benefit from the acquisition of new customers in the Sports Betting segment in the 2013 financial
year and should be able to maintain or even improve its profitability. The
further expansion of the mybet.de platform based on the SchleswigHolstein licence and the growing activities in Spain and Italy should provide extra impetus.
8
Report on expected developments
In operating terms the first quarter of 2013 got off to a very promising
start for the mybet Group. A comprehensive range of bets on offer, good
customer values and sound margins provided a boost to revenue in January and especially February. A full calendar of events – with plenty
of football matches in the Bundesliga, Europa League and Champions
League as well as World Cup qualifiers – leads the company to expect
high betting stakes for the entire first quarter. The availability of the mybet app for smartphones (iPhone, android) provides extra profit potential.
In regulatory terms 2013 is expected to be relatively quiet. It remains to
be seen whether and, if so, when the sports betting licences under the
amended State Treaty on gaming are awarded. Certain market observers
do not expect them to be granted during 2013. Further legal disputes are
certainly to be expected before the European Court of Justice rules on
whether the German regulatory model is compatible with EU law. No ruling is expected before 2014. The Schleswig-Holstein licences for sports
betting, casino and poker will thus become even more important – and
valuable. mybet will use this phase to further consolidate and extend
its position in the most important European market in strategic terms.
/ Forecast for the segments /
The Sports Betting segment will build on its important role as the mainstay of revenue in the next few years. The greater part of the marketing
budget and capital expenditure will be channelled into acquiring customers for the mybet platforms and developing own shops.
The absence of sporting highlights such as a World Cup or European
Championship will mean that European football competitions will be the
highest-profile events.
The key to sustained high growth will be acquiring new customers at an
acceptable cost. mybet is renowned for operating with a high degree of
marketing efficiency and for continually measuring and optimising customer values. mybet will continue to keep very tight control over each
individual customer acquisition measure so that the acquisition costs
are kept within economically acceptable limits and customer values are
further improved.
In the shop sphere, mybet will maintain the course of consolidation of
recent months and place the spotlight on the revenue volume, size and
location of its betting shops. The first flagship stores to be operated by
mybet in its own right are to scheduled to open in the course of the first
half. mybet is planning to set up a total of around 50 to 60 of its own
70
The Lotteries segment now comprises only the Spanish activities, following the disposal of the German-language business of the JAXX
brand. It is to be expected that the hitherto difficult economic situation
will stabilise in the 2013 financial year and that a balanced result will
be possible. In revenue terms, the segment will dwindle in significance
compared with the other areas.
The Horse Betting segment should achieve further growth in the 2013
financial year. New language versions of the online presence of pferdewetten.de will go hand in hand with the entry into new markets. The very
good position in the German market, the product’s linking into mobile
sales channels and the expansion of the successful social media strategy promise a further improvement in revenue and earnings.
/ General statement /
The mybet Group is outstandingly well equipped to respond to the
further development of the market. It has a very good corporate structure in human resources and organisational terms. The healthy net
worth and financial position provide a sound basis for the financing of
further growth. The clear positioning in the Sports Betting, Casino and
Poker product segments as well as the focus on the liberalising German
market and on high-growth countries in Continental Europe offer very
good opportunities for the mybet Group to develop successfully.
For the 2013 financial year, the company expects revenue growth to be
well into double figures of probably between 15 and 25 percent, which
will outstrip the market’s forecast growth. The Management Board thus
anticipates consolidated revenue of between EUR 80.0 and 87.0 million.
Based on the healthy corporate structure, growth in the operating result
is expected to be clearly overproportional to revenue. The Management
Board expects EBIT of between EUR 2.5 and 3.0 million.
For 2014, the Management Board expects to see further revenue and
earnings growth. Its goal is an EBITDA margin of at least 10 percent for
2014.
Particularly thanks to the strong performance in the Sports Betting segment, which has achieved average growth in betting stakes of 36 percent
since business activities started in 2006 and has seen the pace of growth
accelerate in the past two years of 2011 and 2012, based on the assumption that the process of liberalisation will continue the Management Board
expects to see sustained high growth for the next five years. The Management Board believes a doubling of the revenue targeted for 2013 is possible, coupled with high profitability thanks to economies of scale.
The valuation of the company on the capital market is very low compared to major international listed competitors, due to the persisting
regulatory uncertainty in the core market Germany. Along with growing
legal certainty in the German core market, mybet may also become a
highly interesting takeover candidate. The Management Board’s aim is
therefore to drive profitable growth strongly so that on the one hand
the corporate value is significantly improved, and on the other hand so
that as high a price as possible can be achieved in a possible takeover
scenario, in order to assure the best possible value for the shareholders.
Thus, listed companies with business operations predominantly in regulated markets have an EBITDA-based valuation up to four times the figure for mybet (EV/EBITDA 2013e). If its valuation were comparable, mybet
could already have a market capitalisation of EUR 160 million. Another
positive factor is likely to be the dual sales model, with online products
and a strong over-the-counter presence, because similarly positioned
companies internationally have a higher valuation.
The Management Board expects mybet Holding SE to achieve net in
come of EUR 825 thousand for the 2013 financial year. At least the same
level of net income is expected for the 2014 financial year.
Shares
lie ahead rather than in the past. These future-related statements can
be identified by words such as “expect”, “anticipate”, “intend”, “plan”,
“believe”, “aim”, “estimate”, “assess” and similar. Such future-related
statements are based on our present expectations and on certain assumptions. They therefore entail a number of risks and uncertain factors. The business activities, success, business strategy and results of
mybet are influenced by a great many factors, many of which are beyond the control of mybet. These factors may mean that the actual results, achievements and performance of the mybet Group could depart
substantially from the figures used to indicate results, achievements
or performance, whether explicitly or implicitly, in the future-related
statements.
Mathias Dahms
Stefan Hänel
This combined Management Report contains future-related statements and information – in other words, statements about events that
71
01/12
Consolidated Financial
Statements
72
Casino & Poker
Shares
73
01/12
Casino & Poker
ASSETS
NOTE
at December 31, 2012
31/12/2012
€ ’000
31/12/2011
€ ’000
20,419
18,755
14,637
14,790
1. Goodwill
6,449
6,449
2. Other intangible assets
7,469
8,341
720
0
1,036
911
35
63
1,001
849
A. NON-CURRENT ASSETS
I. Intangible assets
6.1.1
3. Construction in progress
II. Property. plant and equipment
6.1.2
1. Leasehold improvements
2. Other plant and equipment
III. Investment property
6.1.3
256
435
IV. Investments accounted for using the equity method
6.1.4
260
260
V. Financial assets
6.1.5
3,262
2
1
2
3,260
0
969
2,357
23,505
18,619
1. Investments
2. Other receivables
VI. Deferred taxes
6.1.6
B. CURRENT ASSETS
I. Inventories
6.2.1
75
123
II. Receivables and other assets
6.2.2
8,546
7,600
1. Trade accounts receivable/other receivables
3,630
2,980
2. Other financial assets
4,917
4,619
6.2.3
14,884
7,187
2.4
0
3,710
43,925
37,374
III. Cash and cash equivalents
IV. Assets held for sale
TOTAL ASSETS
74
SHAREHOLDERS’ EQUITY AND LIABILITIES
Note
A. SHAREHOLDERS’ EQUITY
Shares
31.12.2012
€ ’000
31.12.2011
€ ’000
28,590
22,673
I. Share capital
6.3.1
24,217
24,217
II. Additional paid-in capital
6.3.2
11,662
22,635
III. Retained earnings
6.3.3
-8,670
-25,748
0
243
27,210
21,347
1,310
1,326
668
1,144
IV. Exchange differences on translation
Shareholders’ equity attributable to the shareholders of mybet
Holding SE
V. Non-controlling interests
6.3.4
B. NON-CURRENT LIABILITIES
1. Deferred taxes
6.4.1
0
805
2. Bonds
6.4.2
83
83
3. Due to banks
6.4.2
585
256
14,736
13,558
729
C. CURRENT LIABILITIES
1. Due to banks
6.4.2
309
2. Trade accounts payable/other liabilities
6.4.2
4,897
4,172*
3. Other financial liabilities
6.4.2
8,570
7,176
4. Other accrued expenses
6.5
783
282*
178
30
0
1,169
43,925
37,374
5. Income taxes
6. Liabilities directly in connection with assets
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
2.4
*) Reclassification of EUR 402 thousand (see Note 6.4.2, 6.5)
75
01/12
Consolidated Income Statement for the period
January 1 to December 31, 2012
Casino & Poker
note
2012
€ ’000
2011
€ ’000
Revenue
4.1
69,195
60,686
Production for own assets capitalised
4.2
1,446
1,486
Other operating income
4.3
10,392
1,466
Cost of purchased materials
4.4
9,674
8,954*
a) Licence fees, gaming taxes
6,022
4,842
b) Betting bonuses
3,652
4,112
10,991
10,369
a) Wages and salaries
9,653
8,892
b) Social insurance
1,337
1,478
Personnel expenses
4.5
Depreciation and amortisation
4.6
3,744
5,238
4.7
49,377
37,444*
7,248
1,633
Operating profit/loss
Other interest and similar income
4.8
72
55
Interest and similar expenses
4.8
111
436
Financial result
4.8
-38
-381
Earnings before tax
4.9
7,209
1,252
Income tax
4.9
1,098
-252
Other tax
4.9
3
5
4.11
6,108
1,499
6
73
6,102
1,426
Net profit/loss for the period
Profit attributable to non-controlling interests
Profit attributable to the shareholders of mybet
Holding SE
Earnings per share
Earnings per share (basic, €)
8.1
0.25
0.06
Earnings per share (diluted, €)
8.1
0.25
0.06
*Reclassification see Notes 4.4 and 4.7
Consolidated Statement of Comprehensive Income
for the period January 1 to December 31, 2012
2012
€ ’000
2011
€ ’000
6,108
1,499
-243
21
5,865
1,520
6
73
5,860
1,447
Foreign currency translation gains and losses from the financial statements of foreign subsidiaries
Overall result
of which non-controlling interests
of which shareholders of mybet Holding SE
76
Cash Flow Statement for the period January 1 to December 31, 2012
NOTE
Shares
2012
€ ’000
2011
€ ’000
6,108
1,499
Depreciation and amortisation of intangible assets and property, plant and equipment
4.6
3,744
5,238
Expense/income from income tax
4.9
1,098
-252
-72
-55
111
436
350
309
12
8
Profit/loss from the disposal of business units (lottery operations)
-7,738
0
Cash flow before changes to working capital
3,612
7,182
-653
1,383
1,953
-498
-327
-143
Interest paid
-103
-256
Income taxes paid
-366
-73
4,116
7,596
7,860
85
-3,298
-6,031
0
-260
75
56
4,637
-6,150
Cash receipts from capital increases
1
4,843
Costs of raising equity capital
0
-217
24
1,356
Cash receipt from the disposal of an interest
0
83
Cash receipts from the raising of loans/credit lines
0
6
-152
-6,029
0
-114
-127
-72
8,625
1,374
-928
15
Finance income
Interest expense
4.8
Other non-cash expenses and income
Profit/loss from the disposal of fixed assets
Changes in inventories, receivables and other assets
Changes in liabilities and other items on the shareholders’ equity and liabilities side
Increase/decrease in short-term accruals
Cash flow from operating activities
6.5
5.1
Cash receipts from the disposal of fixed assets and business units (lottery operations)
Cash payments for investments in fixed assets
Cash payment for the acquisition of investments in associates
Interest received
Cash flow from investing activities
5.2
Cash receipts paid into additional paid-in capital
Cash payments for the redemption of bonds and loans
Distribution to minority interest
Cash flow from financing activities
5.3
Overall effective adjustment
Changes to cash funds due to exchange rate movements and changes in consolidation
Cash and cash equivalents at the start of the period
6.2.3
7,187
5,798
Cash and cash equivalents at the end of the period
6.2.3
14,884
7,187
1,708
1,354
Securities provided
77
01/12
Statement of Movements in Equity
for the period january 1, 2011 to
December 31, 2012
Overall performance at Dec 31, 2010
Conversion of bond
Additional
paid-in
capital
Retained
earnings
Difference
from foreign
currency
translation
Shareholders of
mybet Holding SE
Noncontrolling
interests
Total
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
19,371
21,312
-27,173
221
13,731
1,283
15,015
2
4
6
6
94
94
94
1,356
6,199
6,199
-217
-217
-217
65
65
65
4,843
Costs of raising equity capital
Taxes on cost of raising equity capital
Distribution to minority interest
0
Additional paid-in capital
of Lotosystems Network S.L.
21
Change in interest in
pferdewetten.de AG
Equity transactions
with shareholders: other netting
-114
0
41
41
41
83
0
43
43
-21
-21
1,426
1,426
Other result (change in currency
translation item)
0
-21
73
1,499
21
21
1,426
21
1,447
73
1,520
22,635
-25,748
243
21,347
1,326
22,673
-11,041
11,041
Overall result
24,217
-114
-21
Change in consolidation
Position at Dec 31, 2011
Share
capital
Premiums earned from employee
stock options
Capital increase March 2011
Casino & Poker
21
0
0
1
1
1
Premiums earned
from employee stock options
44
44
44
pferdewetten.de AG: Recognition of
share-based payments
23
23
23
Withdrawal for netting of loss carryforward of mybet Holding AG with
reserve
Conversion of bond
1
Change in interest in fluxx.com
Telewette GmbH
-30
-30
-10
-40
0
-36
-36
-35
-35
25
-10
6,102
6,102
6
6,108
Divestment of lottery operations
Change in interest in Lotosystems
Network S.L.
Other result (change in currency
translation item)
Overall result
Position at Dec 31, 2012
24,217
11,662
-243
-243
-243
6,102
-243
5,859
6
5,865
-8,600
0
27,280
1,310
28,520
(See Notes, section 6.3)
78
Shares
79
01/12
Casino & Poker
1
General disclosures
/ Notes on consolidation and measurement /
mybet Holding SE (formerly JAXX SE), the group parent of the mybet
Group, is a financial holding company for investments in companies in
the European gambling and gaming industry. The companies in which it
holds investments are agents for or licensed promoters of franchised
gaming. The company is filed with the Commercial Register of the Local
Court of Kiel (Entry No. 12361). The company’s registered office is Jägersberg 23, 24103 Kiel, Germany.
The declaration on the German Corporate Governance Code required
pursuant to Section 161 of the German Stock Corporation Act has been
submitted and made available to the shareholders by mybet Holding SE
and by pferdewetten.de AG. This Declaration of Conformity can also be
consulted on the websites of mybet Holding SE (www.mybet-se.com)
and pferdewetten.de AG (www.pferdewetten.ag).
The shares of mybet Holding SE are traded on the Frankfurt Stock Exchange under ISIN DE000A0JRU67.
The separate financial statements given the unqualified opinion of KPMG
AG Wirtschaftsprüfungsgesellschaft, Hamburg, as well as the Consolidated Financial Statements of JAXX SE (now mybet Holding SE) at December 31, 2011, have been published in the electronic Federal Gazette.
at December 31, 2012
(IFRS)
The Consolidated Financial Statements of mybet Holding SE at December 31, 2012 are in accordance with the International Financial Reporting Standards (IFRS). They are prepared in accordance with the IFRS
rules that are to be applied in the EU, as well as with the requirements
of commercial law pursuant to Section 315a (1) of German Commercial
Code.
The Management Board prepared and released the Consolidated Financial Statements and separate financial statements of mybet Holding SE
on March 26, 2013.
/ Changes in recognition and
measurement principles /
Changes in recognition and measurement methods due to a new
standard or new interpretation
In accordance with IAS 8.28, disclosures are to be made in the Notes if
the first-time adoption of an IFRS has effects on the period under review
or on an earlier period. This rule applies even if such effects are merely
theoretically possible. All amendments to recognition and measurement
principles resulting from a new standard or new interpretation therefore
fall within the scope of IAS 8.28.
The International Accounting Standards Board (IASB) has approved
amendments to existing International Financial Reporting Standards
(IFRS) and Interpretations (IFRIC) as well as certain new IFRS, the adoption of which has been mandatory since January 1, 2012:
Standard /
interpretation
Title of the standard/
interpretation or amendment
First-time adoption in the EU 1)
Amendments to IFRS 7
Disclosures – Transfers of Financial Assets
01/07/2011
1) Financial years beginning on or after the date indicated
Amendments to IFRS 7 – Disclosures - Transfers of Financial Assets
Standards, interpretations and amendments published
The amendments to IFRS 7 concern more extensive disclosures on
transfers of financial assets. They are intended to promote a better understanding of the relationship between financial assets that are not to
be fully derecognised and the corresponding financial liabilities. In addition, the nature and in particular the risks of continuing involvement in
derecognised financial assets can be better assessed. The amendments
also necessitates additional disclosures if an unusually high number of
transfers with continuing involvement occurs e.g. around the end of a
reporting period.
The adoption of the standard had no effect on the Consolidated Financial Statements of mybet Holding SE.
but not yet applied.
80
In accordance with IAS 8.30 an enterprise is to report on new standards
or interpretations of the IASB if adoption of those standards and/or interpretations was not yet mandatory in the period under review and if
they have not yet been adopted early. The adoption of these standards
will have no or no significant effect on the Consolidated Financial Statements of mybet Holding SE, unless indicated separately in the explanatory remarks on the standards.
Amendments to IAS 1 – Presentation of Items of Other
Comprehensive Income
This amendment changes the way the comprehensive income is presented in the Statement of Comprehensive Income. In future, items of
other comprehensive income that are subsequently reclassified to the
Income Statement (recycled) are to be presented separately to the
Standard /
Interpretation
Shares
items of other comprehensive income that are never reclassified. Where
the items are reported gross, i.e. without netting against effects from
deferred tax, deferred tax is now to be allocated to the two groups of
items rather than simply reported as one amount.
The amendment is to be applied for the first time for financial years beginning on or after July 1, 2012.
Title of the standard/ interpretation or amendment
First-time
adoption in the EU
IAS 8.30, endorsed by EU by December 31, 2012
Amendments to
IFRS 7
Disclosures – Offsetting Financial Assets and Financial Liabilities
01/01/2013
Amendments to
IAS 1
Presentation of Items of Other Comprehensive Income
01/07/2012
IAS 19 (rev. 2011)
Employee Benefits
01/01/2013
Amendments to
IAS 12
Recovery of Underlying Assets
01/01/2013
Amendments to
IFRS 1
Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters
01/01/2013
Amendments to
IFRS 1
Government Loans
01/01/2013
Amendments to
IAS 27
Separate Financial Statements
01/01/2014
Amendments to
IAS 28
Investments in Associates and Joint Ventures
01/01/2014
Amendments to
IAS 32
Offsetting Financial Assets and Financial Liabilities
01/01/2014
IFRS 10
01/01/2014
IFRS 11
Joint Arrangements
01/01/2014
IFRS 12
Disclosure of Interests in Other Entities
01/01/2014
IFRS 13
Fair Value Measurement
01/01/2013
IFRIC 20
Stripping Costs in the Production Phase of a Surface Mine
01/01/2013
IAS 19 – Employee Benefits (revised 2011)
Amendments to IAS 12 – Recovery of Underlying Assets
As well as more extensive disclosure requirements on employee benefits, the revised standard in particular introduces changes affecting
pension liabilities.
In the case of investment property it is often difficult to assess whether
temporary tax differences are reversed in continued use or in the context of disposal. The amendment to IAS 12 now clarifies that the measurement of the deferred tax is to be based on the rebuttable presumption
that reversal takes place through disposal.
The amendments have no material effect on the Consolidated Financial
Statements of mybet Holding SE.
The amendment is to be applied for the first time for financial years beginning on or after January 1, 2013.
Because mybet Holding SE has not made any pension commitments to
employees or Management Board members and currently does not plan
to do so, the amendments to the standard are not relevant for the Consolidated Financial Statements of mybet Holding SE.
Amendments to IFRS 1 – Severe Hyperinflation and Removal of Fixed
Dates for First-time Adopters
The standard is only relevant for IFRS first-time adopters.
81
01/12
Amendments to IFRS 1 – Government Loans
The amendment concerns the accounting of a government loan at a
below-market rate of interest by an IFRS first-time adopter. The measurement based on previous accounting practices may be retained for
government loans already received at the date of transition. The measurement rules under IAS 20.10A in conjunction with IAS 39 thus only apply
for those government loans that are received after the date of transition.
The amendments have no effect on the Consolidated Financial Statements of mybet Holding SE.
Amendments to IAS 27 – Separate Financial Statements
In the context of the approval of IFRS 10 Consolidated Financial Statements, the rules for the control principle and the requirements for the
preparation of consolidated financial statements are removed from
IAS 27 and treated conclusively in IFRS 10 (see remarks on IFRS 10).
As a result, IAS 27 in future contains only the rules on the accounting
of subsidiaries, joint ventures and associates in IFRS separate financial
statements.
The amendment is to be applied for the first time for financial years beginning on or after 01.01.2014.
Amendments to IAS 28 – Investments in Associates
Casino & Poker
rules on the disclosures in IFRS 7 were also broadened.
The amendment to IAS 32 is to be applied for the first time for financial
years beginning on or after January 1, 2014.
The amendment to IFRS 7 is to be applied for the first time for financial
years beginning on or after January 1, 2013.
IFRS 10 – Consolidated Financial Statements
This standard comprehensively redefines the concept of control. If one
enterprise controls another enterprise, the parent is to include the subsidiary in consolidation. According to the new concept, control exists if
the potential parent has decision-making power over the potential subsidiary on the basis of voting or other rights, it participates in positive or
negative variable returns from the subsidiary and can influence those
returns through its decision-making power.
This new standard may affect the scope of consolidation, for instance
with regard to special-purpose companies.
The new standard is to be applied for the first time for financial years
beginning on or after January 1, 2014. If differences in whether an investment qualifies as a subsidiary are established between IAS 27/SIC12 and IFRS 10, IFRS 10 is to be applied retrospectively. Early application
is only permissible concurrently with IFRS 11 and IFRS 12 as well as with
IAS 27 and IAS 28 amended in 2011.
and Joint Ventures
IFRS 11 – Joint Arrangements
In the context of the approval of IFRS 11 Joint Arrangements, adjustments were also made to IAS 28. As previously, IAS 28 deals with use of
the equity method. However the scope is significantly broadened by the
approval of IFRS 11 because in future investments not only in associates, but also in joint ventures (see IFRS 11) will have to be measured
using the equity method. Application of proportionate consolidation for
joint ventures is thus not required.
In future, potential voting rights and other derivative financial instruments are also to be taken into account when assessing whether an
enterprise exercises significant control and when determining the
investor’s share in the assets of the company.
A further amendment concerns accounting according to IFRS 5 if only a
portion of an investment in an associate or joint venture is available for
sale. IFRS 5 is then to be applied in part if only an investment or a portion
of an investment in an associate (or joint venture) meets the criterion of
“held for sale”.
IFRS 11 redefines the accounting of joint arrangements. Based on the
new concept it is necessary to determine whether a joint operation or
a joint venture exists. A joint operation exists if the parties with joint
control hold direct rights to the assets and obligations for the liabilities.
The individual rights and obligations are accounted for proportionately
in the consolidated financial statements. On the other hand in a joint
venture, the parties with joint control hold rights to the surplus of net
assets. That right is reflected in use of the equity method in the consolidated financial statements, so the option of proportionate inclusion in
the consolidated financial statements does not apply.
The new standard is to be applied for the first time for financial years beginning on or after January 1, 2014. There are specific provisions for the
transition e.g. from proportionate consolidation to the equity method.
Early application is only permissible concurrently with IFRS 10 and IFRS
12 as well as with IAS 27 and IAS 28 amended in 2011.
IFRS 12 – Disclosure of Interests in Other Entities
The amendment is to be applied for the first time for financial years beginning on or after January 1, 2014.
Amendments to IAS 32 und IFRS 7 – Offsetting Financial Assets and
Financial Liabilities
This supplement to IAS 32 clarifies the requirements for the offsetting of
financial instruments. In the supplement, the meaning of the current legal entitlement to offsetting is explained and it is clarified what methods
involving gross settlement can be regarded as net settlement within the
meaning of the standard. In conjunction with these clarifications, the
82
This standard deals with the disclosure requirements in respect of interests in other entities. The disclosures required are considerably more
extensive than the disclosures to be made previously under IAS 27, IAS
28 and IAS 31.
beginning on or after January 1, 2014.
IFRS 13 – Fair Value Measurement
2
This standard introduces a uniform approach to fair value measurement
in IFRS financial statements. All fair value measurements required under
other standards must in future follow the uniform rules of IFRS 13; there
will only continue to be separate arrangements for IAS 17 and IFRS 2.
Fair value according to IFRS 13 is determined as the exit price, i.e. the
price that would be realised by the sale of an asset or the price that
would need to be paid in order to transfer a liability. As currently known
from the fair value measurement of financial assets, a three-level hierarchy is introduced to reflect the dependence on observable market
prices. The new fair value measurement approach can result in changes
in value compared with the previous rules.
beginning on or after January 1, 2013.
IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine
This interpretation is intended to standardise the accounting of stripping costs for surface mines. If it is expected that proceeds will be realised from the continued use of overburden, the allocable costs of removing these materials (stripping) are to be accounted for as inventory
in accordance with IAS 2. An intangible asset in addition arises and is
to be recognised together with the stripping activity asset if access to
further mineral ore deposits is improved and the conditions defined in
the interpretation are met. This asset is to be depreciated over the expected useful life.
IFRIC 20 is to be applied for the first time for financial years beginning on
or after January 1, 2013.
The following standards have not yet been endorsed by the EU:
Standard /
interpretation
Shares
Consolidation
/ 2.1. Consolidation principles /
All subsidiaries and associates are included in the Consolidated Financial Statements of mybet Holding SE. Subsidiaries are companies that are
controlled directly or indirectly by mybet Holding SE.
Subsidiaries
Recognisable assets, liabilities and contingent liabilities are recognised
at their fair values at the time of acquisition. In the context of purchase
price allocation (PPA), undisclosed reserves are in addition also identified
within intangible assets (customer bases, brands etc.) and reported correspondingly. Goodwill resulting from any remaining differences between
the purchase price and the net assets at fair values is accounted for and
recognised pursuant to IFRS 3, then tested for impairment pursuant to
IAS 36 yearly, as well as whenever it is indicated, and amortised as necessary (impairment test).
Intermediate gains or losses, revenues, expenditure and earnings, together with receivables and liabilities between the consolidated companies, are eliminated pursuant to IAS 27. Deferred tax is recognised on
temporary differences.
Associates
At the reporting date companies where mybet Holding SE has scope for
exercising significant influence over their business and corporate policy
(generally the case where the direct or indirect voting rights lie between
20 percent and 50 percent) are recognised using the equity method.
Title of the standard/ interpretation or amendment
First-time
adoption
Improvements to IFRS 2009 - 2011
01/01/2013
IFRS 9
Financial Instruments
01/01/2015
Amendments to IFRS 9 and IFRS 7
Mandatory Effective Date and Transition Disclosures
01/01/2015
Amendments to IFRS 10, IFRS 11 and IFRS 12
Transition Guidance
01/01/2014
Amendments to IFRS 10, IFRS 12 and IAS 27
Investment Entitities
01/01/2014
Where the influence of investments on the net worth, financial position
and financial performance is overall immaterial considered both individually and as a whole, they are recognised at cost.
/ 2.2. Consolidated companies /
The Consolidated Financial Statements include 7 domestic (previous
year 8) and 18 foreign companies (previous year 20) in which mybet
Holding SE directly or indirectly holds a majority of voting rights. The
principal investments pursuant to Section 313 (2) of German Commercial Code are shownon the next page.
83
01/12
summary of investments
registered
office
Casino & Poker
Nominal Capital
€ '000
ownership
interst %
24,217
-
Parent company
mybet Holding SE
Kiel
Direct investments
ANYBET GmbH
Hamburg
110
100.0
FLUXX GmbH
Hamburg
110
100.0
DIGIDIS S.L.
Madrid
183
62.2
QED Ventures Ltd.
Malta
5
99.4
pferdewetten.de AG
Düsseldorf
3,604
63.5
Indirect investments
Lotosystems Network S.L.
Madrid
3
62.2
PNO Casino Ltd.
Malta
20
100.0
PNO Sportsbetting Ltd.
Malta
20
100.0
C4U-Malta Ltd.
Malta
10
100.0
PEI Ltd.
Malta
340
99.4
SWS Service GmbH
Berlin
25
99.4
QED Software Systems GmbH
Vienna
18
99.4
Derrypark
Gibraltar
2
99.4
QED Belgium s.p.r.l.
Brussels
19
99.4
myBet Italia s.r.l.
Modena
10
99.4
pferdewetten-service.de GmbH
Düsseldorf
25
63.5
NetX International Ltd.
Malta
1
63.5
520
50.0
Associates
Digital Distribution Management Iberica S.A.
A complete list of shareholdings pursuant to Section 313 of German
Commercial Code, which constitutes part of the Notes to the Consolidated Financial Statements, is published together with the Consolidated
Financial Statements in the electronic Federal Gazette.
/ 2.3. Acquisitions /
In the fourth quarter of 2011 DIGIDIS SL, Madrid, established a company owning one further company, DIGIDIS Iberica SA, for the purposes
of acquiring a casino licence. The ownership interest is 50 percent. The
company is included in consolidation from 2011 as an investment accounted for using the equity method (see 2.1). In 2012 mybet Holding
SE acquired the investment from DIGIDIS SL and now holds it directly. No further financial information is available yet for the company for
2012 at the time of preparing the financial statements, so the carrying
amount of the investment is rolled over based on the annual financial
statements for 2011. Start-up losses that will temporarily reduce the
carrying amount of the investment must be expected for 2012.
84
Madrid
/ 2.4. Assets held for sale /
In accordance with the contract dated May 4, 2012 mybet Holding SE
sold the German lottery operations and the portals JAXX.de and JAXX.
com (lottery operations). The Management Board thus continues systematically to focus business operations on the growth areas of sports
betting and casino. The sale took economic effect retroactively as of
January 1, 2012. The transfer of the assets of the disposal group took
place with effect from April 30, 2012. Adjustment for the earnings generated in the period from January 1 to April 30, 2012 in turn had an
income-reducing effect on the proceeds of the divestment.
The purchase contract envisages the transfer of companies (share deal)
but also assets such as domains and software licences (asset deal), with
the result that the sales proceeds of EUR 12.5 million (other operating
income) go hand in hand with expenditure from the disposal of goodwill
and carrying amounts for the transferred assets of some EUR 4.8 million. There remain divestment proceeds of EUR 7.7 million to be reported
within the operating result.
In the previous year the assets and liabilities of JAXX GmbH (now FLUXX
GmbH), Hamburg, were also reported correspondingly in the disposal
group. The company was no longer part of the transaction in the final
contractual agreement, with the result that the assets and liabilities of
JAXX GmbH were reclassified back into the continuing operations with
effect from January 1, 2012. This had the following effects on the balance sheet items listed: fixed assets EUR 21 thousand, current assets EUR
56 thousand, and liabilities EUR 100 thousand.
3
Principles of recognition
and measuremente
Uniform principles of recognition and measurement were used in the preparation of the separate financial statements at the date of the Consolidated Financial Statements for the subsidiaries included in the Consolidated
Financial Statements.
/ Intangible assets /
Purchased intangible assets (excluding goodwill) are measured at cost of
purchase, and self-created intangible assets pursuant to IAS 38 at cost of
construction, in each case less amortisation according to the straight-line
method insofar as depreciable.
Self-created intangible assets are capitalised if certain conditions are
met, specified precisely in IAS 38, with the result that future cash flows
will be generated from the development work with reasonable assurance.
Research expenditure is not capitalised, but instead recognised directly
as an expense.
Intangible assets with an indefinite useful life (brand and domains from
the acquisition of pferdewetten.de AG) are measured at cost. Their useful
life is indefinite because as matters stand it cannot be determined how
often the gaming licence can be renewed or over what period it may ultimately be possible to use the brand consistently. Instead of being amortised, they are tested for impairment annually and also whenever evidence
of impairment arises, then reduced to the recoverable amount insofar as
necessary. For the purpose of the impairment test, these assets are allocated to the appropriate cash-generating units (CGU) to which they are
allocable. The principal intangible assets with an indefinite useful life are
the domain sportwetten.de and the brand pferdewetten, both of which are
allocated to the CGU of pferdewetten.de AG. Other major CGUs are the QED
Group with the product offerings sports betting and casino, DIGIDIS, and
the service areas of Anybet GmbH and C4U. If the reasons for earlier reductions for impairment cease to apply, they are written up correspondingly.
The interest rates used as the basis are the same as those used for testing
goodwill for impairment (see below).
The syndicate contracts acquired and address bases (Spain) are capitalised at cost. Their average useful economic life of eight months is taken as
the basis for the amortisation period. These contracts fundamentally have
maturities of three to 36 months.
A customer base identified for mybet.com during the purchase price allocation process is amortised over five years; the amortisation period for the
customer base for PWAG was originally ten years. The difference in periods
Shares
stems from the fact that the data of pferdewetten.de AG is older and from
the very good rate of customer retention. The other intangible assets including self-created intangible assets are amortised over a period of 3-4
years.
No borrowing costs were to be capitalised because the conditions are not
met. Pursuant to IAS 23.8, these costs are recognised as an expense in the
period in which they occur and are reported in the income statement under
interest expense.
Intangible assets are reduced for impairment if their recoverable amount
– the higher of the fair value less disposal costs or the value in use of the
asset – is lower than the carrying amount. If this is the case, impairment
is applied. If the reasons for an earlier reduction for impairment cease to
apply, the assets are written up correspondingly. Amortisation and writedown of intangible assets are reported in the income statement under depreciation and amortisation.
The useful lives and write-down methods are examined at the reporting
dates. If expectations differ from previous estimates, the corresponding
changes are applied pursuant to IAS 8.
/ Goodwill /
The goodwill reported under Section 6.1.1 is tested for impairment yearly, as well as whenever there are indications of impairment.
The goodwill has been allocated to the cash-generating units for purposes of performing the annual impairment test. The cash-generating
units generally comprise subsidiaries.
Goodwill for the QED Group is to be regarded as significant in relation
to the total carrying amount of goodwill and assets with an unlimited
useful life.
The recoverable amount of this goodwill is determined by the value in
use, as with the general approach to the impairment of goodwill. The
principal assumptions for its determination include the five-year plan
of the QED Group. Important assumptions in this plan are the number
of new customers acquired and rising marketing expenditure per new
customer over the planning period. The figures are extrapolated monthly
on the basis of historical data for the first planning year. The other four
planning years are determined based on estimates of further growth by
the management. For this purpose reference is also made to the overall
growth expectations for the gaming market in Germany based on external studies. A factor of 1 percent was assumed as the long-term growth
rate. The discount rates applied are subject to the following general particulars of the impairment tests. Changes e.g. to the interest rate, the
market risk premium, the customer acquisition costs and the customer
value may lead to an adjustment of the carrying amounts. Because the
respective value in use based on the interest rates applied is significantly higher than the carrying amounts, there is essentially a risk that the
planning assumptions for customer growth and activity rates might not
be achieved or that the customer acquisition costs will rise appreciably.
As matters stand there are no developments suggesting it will be necessary to make such a major correction to the planning assumptions that
goodwill impairment will be likely.
85
01/12
For the intangible assets with an indefinite useful life allocated to the
horse betting CGU, the value in use is determined as the recoverable
amount using the same principles as for the QED Group.
There is in addition goodwill amounting to EUR 605 thousand for ANYBET
GmbH allocated to the ANYBET CGU. The recoverable amount for the unit
is determined in the same way as for the QED Group. The planning basis
is moreover the level of demand for software products both within and
outside the mybet Group.
In the impairment test for goodwill and assets of uncertain useful life,
the recoverable amount for the cash-generating units is determined
from the fair value less disposal costs, or the value in use if higher. For
impairment tests, the mybet Group normally focuses on the value in use.
This is the present value of future cash flows before tax that the cashgenerating unit is expected to be able to generate. It is determined on
the basis of a corporate valuation model using internal corporate plans
up until 2017. The planning data used for the model is based on past
experience and future expectations. Thanks to the positive regulatory environment – the forthcoming liberalisation of the gaming market
in Germany and the mybet Group’s other core markets (Spain, Italy) –
along with the good market forecast for the German gaming market, the
same equity risk premium of 1 percent as in the previous year has been
applied.
The capitalisation interest rates are determined on the basis of the discounted cash flow (DCF) method using a risk-free interest rate of 2.25
percent (previous year 2.75 percent), a borrowed-capital interest rate of
6.00 percent (previous year 7.13 percent), a relevered beta of 0.97 (previous year 0.95) and a market risk premium of 6 percent, (previous year
5 percent); these amount to 10.98 percent (previous year 11 percent)
before tax for the cash-generating units. A peer group of comparable
listed companies was used for the comparative data.
The continuing financial-market and euro crisis means on the one hand
that interest rates are lower overall and the beta factors largely unchanged, and on the other hand that market risk premiums are higher,
resulting overall in largely unchanged interest rates for discounting. The
impairment tests provided no indication of a need for impairment in the
financial year.
Based on steadily rising customer numbers and the high activity rates of
customers in 2012, taking account of correlating marketing expenditure
in the 2013-2017 planning period, a positive, steadily rise in EBIT and
thus a free cash flow are expected.
/ Property, plant and equipment /
Property, plant and equipment are measured at acquisition cost, less
depreciation. No borrowing costs were to be capitalised. Buildings are
depreciated according to the straight-line method over a useful life of
50 years. Movable assets are always depreciated by the straight-line
method. The useful life in the case of leasehold improvements is based
on the term of the tenancy agreements. For other assets, fixtures and
fittings, the useful life is between three and ten years. Property, plant
and equipment that has been depreciated in full is reported under acquisition cost and cumulative depreciation until the assets in question
86
Casino & Poker
are taken out of service. The acquisition costs and accumulated depreciation are deducted in the case of the disposal of assets. Results from
the disposal of assets are shown in the Consolidated Income Statement
under other operating income or other operating expenses.
Where the value of property, plant and equipment determined in accordance with the above principles is below or above the recoverable
amount at the reporting date, this is taken into account by means of
write-downs or reversals pursuant to IAS 36. The recoverable amount is
determined from the fair value less disposal costs or, if higher, the value
in use. This is equivalent to the present value of the estimated future
cash flows from the asset.
The useful lives and write-down methods are examined at the reporting
dates. If expectations differ from previous estimates, the corresponding
changes are applied pursuant to IAS 8.36 ff.
Investment property is measured by the acquisition costs model (IAS
40).
The non-current financial assets are reported according to IAS 39 (Financial Instruments).
Assets held for sale are consequently measured at fair value. Fair value
adjustments are recognised income-neutrally. Changes in value are to
be reported under the other result until the financial asset is derecognised. Valuation adjustments as well as gains and losses from foreign
currency translation are to be recognised through profit and loss.
The company’s financial assets are categorised as held for sale if there
is no intention to realise them in the short term.
Financial investments in equity instruments for which no active market
exists and the fair value of which cannot be reliably determined are measured at cost and categorised as held for sale.
/ Inventories /
Inventories are reported at cost and subsequently at cost or the realisable amount (net realisable value), whichever is lower.
Non-current assets held for sale/disposal group
Non-current assets or disposal groups are classified as held for sale if
the corresponding carrying amount is realised predominantly through
a disposal transaction and not through continued use. This condition is
only regarded as met if the disposal is very highly probable and the noncurrent asset (or disposal group) is available for an immediate sale as it
stands. The management must have undertaken to make the disposal.
This means it must be assumed that the disposal transaction will be
completed within one year of such a classification.
In the event that mybet Holding SE has undertaken to make a disposal
that results in a loss of control of a subsidiary, all assets and liabilities of
that subsidiary are to be classified as held for sale, provided the above
conditions are met.
Except for deferred tax assets and financial assets that fall within the
scope of IAS 39, non-current assets (and disposal groups) that are classified as held for sale are measured at their original carrying amount or
the fair value less disposal costs, whichever is the lower.
Financial assets and financial liabilities (financial instruments)
Financial instruments are contracts that gives rise to both a financial
asset at one enterprise and a financial liability or equity instrument at
another enterprise. At mybet, financial assets include in particular cash
and cash equivalents, trade accounts receivable and other assets. Financial liabilities regularly give rise to a repayment obligation in cash or
another financial asset. These include in particular liabilities from bonds,
trade accounts payable and amounts due to banks.
Upon initial recognition, financial assets are measured at their fair value (this generally corresponds to cost or the original invoiced amount).
They are recognised at the trade date.
Upon subsequent measurement reductions for impairment that are not
measured at fair value are recognised if there is objective evidence of
impairment that affects the anticipated future cash flows from the financial asset. Indications of impairment may include e.g. a considerable
delay in payment, a marked deterioration in creditworthiness, the high
probability of the debtor’s insolvency or the collapse of an active market.
Subsequent measurement then depends on the which of the following
categories the financial asset is allocated to:
Cash and cash equivalents are measured at amortised cost. They have
an original term to maturity of up to three months.
Trade accounts receivable as well as other current receivables and assets are measured at amortised cost, using the effective interest rate
method. Discernible individual risks are taken into account by means of
specific bad debt charges.
Shares
Accrued expenses are measured according to IAS 37 by the best possible estimate of the extent of the obligation. They are formed for an obligation towards a third party arising from a past occurrence that will lead
to an outflow of funds in the future and where it is possible to estimate
the level of this financial burden reliably. The valuations are continually
checked and the accrued expenses regularly adjusted.
Deferred taxes are recognised using the balance sheet liability method.
Pursuant to IAS 12, deferred tax assets are capitalised e.g. on loss carryforwards that can probably be utilised in the future. Deferred tax liabilities are created e.g. for temporary differences from the capitalisation of
self-created intangible assets and from the intangible assets acquired
in the context of the acquisition of pferdewetten.de AG. In addition, deferred taxes are created for consolidation adjustments such as the elimination of intra-group balances. As in the previous year, a total rate of
corporation and trade tax of 25 percent in Austria, 30 percent in Spain,
26 percent in the UK and 35 percent in Malta was used as the basis for
calculating the tax recoverable and tax debt. For Germany, the tax rate is
32 percent as in the previous year.
Share-based payments to employees counterbalanced by equity instruments (employee stock options) are measured at the fair value of the
equity instrument on the date of granting. Details of how the fair value is
determined are provided in Note 8.8.
The fair value determined upon granting is carried by the straight-line
method as an expense over the period until vesting and is based on the
expectations of mybet Holding SE regarding the stock options that are
likely to become vested. The estimates on the number of stock options
that become vested are to be examined at each balance sheet date.
Changes are to be recognised through profit and loss over the remaining
period until vesting.
/ Foreign currency translation /
Other financial assets are generally to be categorised as loans and receivables. Measurement is at amortised cost. Reductions for impairment or increases are recognised in the income statement.
Apart from JAXX UK Ltd., which was disposed of in 2012 and prepares
its accounts in pounds sterling as its functional currency, all group companies use the functional currency of the euro, which is also their local
currency.
Upon initial recognition financial liabilities are measured at their fair value including transaction costs (generally the amount due on the trade
date). Liabilities measured using the effective interest method are reported at present value. During subsequent measurement, the financial
liabilities are measured at amortised cost.
Receivables and liabilities in a currency that is not the functional currency are measured in the separate financial statements of the group
company at the rate on the balance sheet date, irrespective of whether
the exchange rate is hedged. The exchange rate differences are recognised through profit and loss.
A major business activity of the mybet Group involves holding sports
bets, which are recognised as derivatives pursuant to IAS 39. The allocation of the gains and losses from these derivatives is therefore netted
(hold, also referred to as net betting income) under revenue provided
the bets had been completed by the reporting date. Where bets were
outstanding at the closing date of the accounts, the betting stakes are
carried as a financial liability and measured at fair value upon initial recognition, then subsequently at fair value through profit and loss. The
categorisation of fair value is based on deductible market prices (betting
odds – Level 2 of the fair value hierarchy according to IFRS 7.27).
For foreign currency translation within the group, the year-to-date average rate is used for expenditure and income and the reporting date rate
for assets and liabilities. Equity components are recognised using historical rates at the date of addition. The difference is reported in the other
result, under “Currency translation differences”.
/ Revenue realisation /
Proceeds from services, such as the handling fees, are realised once the
service due has been rendered. That is normally the case when the ticket
or betting slip has been successfully submitted for the customer.
87
01/12
The commissions from the arranging of lotteries and horse betting are
recorded when the underlying agency transaction has been rendered
and therefore the entitlement to commission is realised. For handling
fees, commissions and other proceeds the condition also applies that
they are only recorded when it is probable that the economic benefits
associated with the transaction will flow to the company.
/ Other /
Unless otherwise indicated in individual instances, there were no interest rate risks.
In these Consolidated Financial Statements, amounts are rounded to
the nearest 1,000 euros except where actual amounts in euros are quoted. Rounding differences may correspondingly occur.
Revenue
/ Estimates /
There are uncertainties with regard to estimates in particular in the
measurement of goodwill and deferred taxes. Further details are provided in the Notes, under 8.10.
4
Under IAS 39, the casino stakes as well as the betting stakes and betting winnings constitute financial liabilities that have the character of
derivative financial instruments (FI). Pursuant to IAS 39, financial instruments are all contracts that give rise to a financial asset at one party
and a financial liability at the other party to the contract. In placing a bet,
such a contract is formed between the player and the bookmaker (mybet
Group). The liability arising on the part of the mybet Group (winnings
to be paid out for bets placed or repayment obligation/risk of payout
for bets outstanding) is to be recognised at fair value and subsequently
as hold or as gambling fee in the revenue at fair value. The fair value of
outstanding betting stakes is determined from the odds offered by the
bookmaker and the underlying probability of the future events on which
the bets are placed. After the end of the betting transaction, the FI is
fulfilled by cash settlement through payout of the betting winnings, and
derecognised. Differences between the carrying amount (betting stake) and cash settlement are to be recognised through profit and loss.
(Results from derivatives to be measured at fair value through profit
and loss.) The difference between betting stakes and betting winnings
corresponds to the hold or gambling fees that are to be reported net
in the Consolidated Income Statement as revenue. Revenue where the
mybet Group levies fees from customers, receives commission and fees
from third parties, and other revenue is accounted for pursuant to IAS
18. This includes agency commission for racecourses and from lottery
companies, payments from poker networks (rake) and service and licence revenue.
Casino & Poker
Notes to the
Consolidated Income Statement
/ 4.1. Revenue /
Revenue includes the holds from sports and horse betting organised,
gambling fees from casino games as well as commissions and proceeds
from the handling of lottery and horse betting.
Revenue rose by 14.0 percent on the previous year (+ 19 percent). This
was prompted by the continuing steep growth in the hold (+40.0 percent
/ previous year +19 percent) and in gambling fees (international casino
and poker products, etc.), which grew by +15 percent (previous year +24
percent). The sports betting margin is calculated from the ratio between
hold and betting stakes. At 17.5 percent, it showed a slight improvement
on the previous year’s figure of 17.2 percent.
The commissions revenue declined as a result of the sale of the Germanlanguage lottery operations.
/ 4.2. Production for own assets capitalised /
Production for own assets capitalised of EUR 1,446 thousand (previous
year EUR 1,486 thousand) relates to internally produced intangible assets. The intangible assets in question are exclusively internally produced software.
Increasing levels of gaming software and platforms were again developed as a result of focusing on new gaming products such as casino and
poker, and entering new European markets such as Italy. The existing
product range for sports betting was also further expanded and enhanced.
This software enables the companies of the mybet Group to offer their
customers new products and tap into new markets in other European
countries.
2012
€ ’000
2011
€ ’000
Commissions
1,314
2,014
Handling fees
4,619
9,077
Gambling fees
25,098
21,873
Hold
37,122
26,661
Other
1,042
1,110
69,195
60,686
88
Shares
/ 4.3. Other operating income /
/ 4.4. Cost of purchased materials /
The other operating income comprises income that is not allocable to
current revenue. This includes income not relating to the accounting period, income that does not recur regularly or income that does not stem
from the core business but is nevertheless from operating activities
and is not allocable to the financial result or to taxes. It covers a large
number of items that are each of lesser importance for the Consolidated
Financial Statements. Types of income include income from the reversal
of accruals, the disposal of assets, statute-barred liabilities, receivables
written off, VAT rebates and gaming winnings from unpaid bets. In the
period under review a substantial amount of EUR 7,738 thousand was
received by way of the sales proceeds for the lottery operations.
The cost of purchased materials largely comprises bonuses claimed by
customers as well as licence fees for the use of gaming software and gaming tax due to the various jurisdictions that have licensed the products
of the mybet Group. For the sake of greater transparency, the bonuses
were reclassified as cost of purchased materials instead of other operating expenses (marketing) in the 2012 financial year, including retroactively for the preceding years.
After deduction of gaming taxes – where, like racing betting tax in Germany, these are not already deducted from revenue as excise duty and
treated as a component of the cost of purchased materials – there remains net gaming revenue (NGR) which again showed strong growth to
EUR 68 million (previous year EUR 60 million).
Net gaming revenue
2012
€ ’000
2011
€ ’000
Revenue
69,195
60,686
882
557
68,312
60,128
Gaming tax
Net Gaming Revenue
/ 4.5. Personnel expenses /
The expenses for wages and salaries are up 6.0 percent on the previous
year (previous year -3 percent). No additional expenses for retirement
benefits and maintenance payments were incurred. The salary expenses
also include the value of the stock options issued to employees pursuant
to IFRS 2 at EUR 67 thousand (previous year EUR 94 thousand) and the
profit-related bonus for the Supervisory Board and Management Board
(EUR 446 thousand / previous year 50 thousand).
At the reporting date there were 171 office employees (previous year
182). The average number of office employees for the year was 176 (previous year 177).
No further categorisation is performed as the Group has only office employees.
/ 4.6. Depreciation and amortisation /
This item includes the ongoing depreciation and amortisation of intangible assets, property, plant and equipment and investment property,
which are shown separately in the Assets Movement Schedule.
/ 4.7. Other operating expenses /
Compared to revenue growth, other operating expenses rose by an overproportional 31.9 percent. The main reason was the higher costs for venture
partners. However this increase is primarily attributable to the divestment
of lottery operations. What were previously intercompany charges are now
third-party expenses. The effect in the period under review amounts to
EUR 3,255 thousand. After adjustment, the development in commissions
for venture partners was slower than the growth rate for the hold.
Thanks to further efficiency gains, the marketing expenses have shown a
below-average rise compared to the clear growth in new customers. With
regard to the reclassification of the betting bonuses as the cost of materials, see Note 4.4.
The rise in payment transaction costs was below the growth rate for gross
revenue. This is because of the steady growth in active existing customers,
who increasingly invest their winnings in new product purchases. The inpayments are thus lower in relation to the betting and gaming stakes.
The expenses for operating technical systems are on a par with the previous year.
The rise in losses on receivables arose mainly in connection with Spanish
business due to the difficult economic conditions there.
Legal consultancy costs have risen because of licensing processes and the
sale of the lottery operations.
Expense items such as costs of premises, costs of annual accounts and
audit as well as other personnel costs fell significantly as a result of the
divestment of the lottery operations.
89
01/12
Casino & Poker
2012
€ ’000
2011
€ ’000
Commissions for venture partners
21,426
13,863
Marketing / sales / IR
15,038
11,201
Payment transaction costs
2,983
2,413
Service and maintenance / hosting / technical services
1,557
1,649
Other consultancy costs
1,385
1,638
1,056
1,436
Costs of premises
948
1,184
Losses on receivables
764
275
Legal consultancy costs
748
622
Travel expenses, entertainment costs
583
535
Membership fees, other fees, insurance
482
284
Costs of annual accounts and audit
365
464
Foreign currency translation differences
325
129
Non-deductible input tax
323
461
Telephone
306
316
Vehicle costs
269
262
Supervisory Board remuneration
244
98
Other personnel expenses
171
278
Other services
160
94
Other operating supplies
123
42
Office supplies
109
72
11
124
49,377
37,444
Allocation to specific allowance for uncollectable receivables
Total
Cost items of less than EUR 100 thousand in the year under review and
in the previous year as well as expenses that do not belong under any of
the items listed were grouped together under the item “Other operating
expenses”.
/ 4.8. Interest result and other financial result /
The other interest and similar income results from bank balances.
The interest expense relates principally to loans amounting to EUR 105
thousand (previous year EUR 92 thousand) and the convertible bond issued in September 2008 (EUR 6 thousand in total, previous year EUR 344
thousand).
Of the total interest expense of EUR 111 thousand (previous year EUR
436 thousand), an amount of EUR 103 thousand had a cash effect in the
period under review (previous year EUR 256 thousand). All interest expense comes under the category “Financial liabilities at amortised cost”.
90
/ 4.9. Income tax /
Income tax includes corporate taxes such as corporation and trade tax,
or similar taxes of domestic and foreign companies.
In addition to the current tax expense for individual subsidiaries, this
item includes the deferred tax expense or income from the origination
and reversal of temporary differences.
Deferred tax assets are netted against deferred tax liabilities if they relate to income taxes collected by the same tax office and if an entitlement
exists to net an actual tax refund claim against an actual tax liability.
The notional expense for income tax that would have arisen if the tax
rate for the group parent mybet Holding SE of 32.0 percent had been
applied to the IFRS consolidated earnings before tax can be reconciled
with the income according to the income statement as follows:
Shares
Progression from anticipated tax expense to reported tax expense
2012
€ ’000
2011
€ ’000
Net profit/loss for the period before tax
7,209
1,252
Anticipated income tax expense (32% / previous year 32 %)
2,307
401
Non-deductible expenses
213
78
Use of loss carry-forwards
-935
0
Deviations in the fiscal assessment basis
-386
164
Unrecognised tax assets on loss carry-forwards
684
-1,057
Reversal of deferred tax assets
-75
-217
-456
0
Expense from differences in local tax rates
186
182
Tax income / expense not relating to the period
100
209
-484
0
-58
-11
1,098
-252
Tax-free income
Disposal of lottery companies
Other
Income tax expense (previous year tax income)
The soundness of the deferred tax assets on loss carry-forwards is
based on corporate plans in conjunction with the past development of
the individual group companies
The company anticipates that up to EUR 336 thousand (previous year
EUR 229 thousand) of the deferred tax assets recognised will be realised
within twelve months.
The deferred tax assets from temporary differences, amounting to EUR
469 thousand, were formed in particular from differences in assets
within intangible assets.
Deferred tax liabilities from intangible assets amounting to EUR 951
thousand were netted against deferred tax assets from loss carry-forwards.
Deferred tax assets totalling EUR 428 thousand (previous year EUR
1,395 thousand) were reported for unused loss carry-forwards of the
mybet Holding Group amounting in total to EUR 1,347 thousand (previous year EUR 5,887 thousand). Deferred tax assets amounting to EUR
567 thousand (previous year EUR 304 thousand) on the gains of individual subsidiaries were reversed. At the balance sheet date there existed
loss carry-forwards amounting to EUR 60,045 thousand (previous year
EUR 54,772 thousand) for which no deferred taxes were recognised. The
loss carry-forwards can be carried forward indefinitely.
/ 4.10. Net profit/loss for the period /
The net profit for the year is EUR 6,108 thousand, as against a profit of
EUR 1,499 thousand for the previous year.
5
Notes to the Cash Flow Statement
/ 5.1 Cash flow from operating activities /
The cash flow from operating activities comprises largely earnings before interest, taxes, depreciation and amortisation (EBITDA), adjusted for
non-cash expenses and income, in particular the divestment proceeds
of EUR 7,738 thousand.
/ 5.2. Cash flow from investing activities /
Investing activities comprised mainly cash outflows for the acquisition
of intangible assets and property, plant and equipment. Cash inflows
were realised in particular from the purchase price collected to date for
the disposal of the lottery operations for a total of EUR 7,860 thousand.
/ 5.3. Cash flow from financing activities /
There were cash outflows of EUR 152 thousand in the financial year
for the redemption of loans and convertible bonds (previous year EUR
6,029 thousand); cash inflows were realised from the raising of loans
amounting to EUR 0 thousand (previous year EUR 6 thousand). A cash
inflow of EUR 6,199 thousand was realised in the previous year from a
capital increase placed in March 2011. There was a cash outflow of EUR
217 thousand in the previous year for the costs of placing the capital
increase.
The financial resources correspond to credit balances with banks due in
the short term.
91
01/12
Casino & Poker
Income tax expense breakdown
2012
€ ’000
2011
€ ’000
Current tax expense
445
331
of which from previous year
100
209
- from temporary differences
297
-840
- from the use of tax loss carry-forwards
566
304
- from adjustment for previous year
341
0
-503
-11
27
182
- from reversals as well as depreciation and amortisation
-75
-217
Total deferred tax expense (previous year tax income)
653
-583
1,098
-252
Current tax expense (+) / tax income (-)
- from the capitalisation of tax on loss carry-forwards
- from the impairment of tax on loss carry-forwards
Income tax expense (previous year tax income)
Deferred tax
assets and
liabilities
2012
€ ’000
Closing level
31/12/2012
Recognised in
income through
profit and loss
Netted
income-neutrally against
shareholders’
equity
Opening/
closing level
01/01/2012
/
31/12/2011
2011
€ ’000
Recognised in
income through
profit and loss
Netted
income-neutrally against
shareholders’
equity
Opening
level
01/01/
2011
from tax loss
carry-forwards
428
-967
1,395
-249
0
1,644
from temporary
differences
476
-448
924
568
0
356
from costs of
capital increase
65
65
0
65
0
-27
0
0
0
2,357
319
65
2,000
less amount from
operations held
for sale
0
27
969
-1,388
Intangible assets
0
-805
805
265
1,070
Deferred tax
liabilities
0
-805
805
265
1,070
Deferred tax assets
92
0
6
Shares
office equipment and furnishings and other fixtures and fittings are depreciated by the straight-line method over a useful life of between three
and ten years.
Further details of costs and depreciation are provided in the Assets Movement Schedule.
/ 6.1. Non-current assets /
6.1.1. Intangible assets
The intangible assets include goodwill and other intangible assets from
the various corporate acquisitions. An amount of EUR 1,446 thousand
was in addition capitalised for internally produced software (previous
year EUR 1,486 thousand).
In addition, the other intangible assets include EUR 1,138 thousand and
EUR 603 thousand respectively for the brands and domains acquired in
connection with the takeover of pferdewetten.de AG. These assets have
an indefinite useful life and are not depreciated. An impairment test carried out revealed no need for write-downs.
6.1.3. Investment property
Depreciation of the investment property is performed by the straightline method over 50 years; the remaining useful life is 34 years. Two
apartments were sold in the financial year (previous year one apartment). As a result of the sales in recent years, the fair value of the apartments has largely been clarified at the level of the carrying amount. No
valuation by an expert was carried out. Rental income totalled EUR 29
thousand in 2012 (previous year EUR 32 thousand), and costs for marketing, maintenance and repairs EUR 6 thousand (previous year EUR 21
thousand).
The development in the carrying amounts of these goodwill items, together with the prior-year figures, is given in the enclosed Assets Movement Schedule.
Proceeds of EUR 178 thousand (previous year EUR 85 thousand) were
realised from the sale.
6.1.2. Property, plant and equipment
6.1.4. Investments accounted for using the equity method
Property, plant and equipment comprises hardware, office equipment
and furnishings, and other fixtures and fittings. Hardware is depreciated by the straight-line method over a period of three to four years, and
The investment in DIGIDIS Iberica SA is reported as an investment accounted for using the equity method.
Development of goodwill
€ ’000
01/01/2012
Additions
Amortisation
31/12/2012
Anybet GmbH
605
0
0
605
QED (myBet)
5,581
0
0
5,581
262
0
0
262
6,449
0
0
6,449
Digidis
93
01/12
Casino & Poker
6.1.5. Financial assets
The financial assets include the investment in Seepark Sellin AG reported at cost because no active market for the investment exists, and the
receivable from the purchase price due for the disposed-of lottery operations with a term of more than one year (see also disclosures on the
financial assets and other receivables in 6.2.2. and 8.2.).
6.1.6. Deferred taxes
For disclosures relating to deferred taxes, please refer to Section 4.9
Income tax.
Acquisition and manufacturing cost
Position at
01/01/12
€ ’000
Reclasses *
Additions
Disposals
€ ’000
€ ’000
€ ’000
Position at
31/12/2012
€ ’000
1. Licences, software, rights
of use and customer base
15,361
1,029
1,087
2,450
15,027
2. Goodwill
11,867
0
0
0
11,867
3. Payments on account
6
0
-6
0
0
4. Self-created software
9,247
0
860
0
10,107
0
0
720
0
720
36,482
1,029
2,660
2,450
37,721
290
16
17
0
322
2. Other assets, fixtures and
fittings
8,564
454
575
4,369
5,225
1,327
0
46
1,327
46
10,180
470
638
5,696
5,593
597
0
0
257
340
260
0
0
0
260
2
0
0
1
1
261
0
0
1
261
47,521
1,499
3,298
8,404
43,914
II. Property, plant and equipment
IV. Financial assets
1. Investments accounted
for using the equity method
2. Investments
Total
94
Shares
Position at
01/01/12
€ ’000
Reclasses *
Additions
T€
Disposals
T€
Position at
31/12/2012
€ ’000
Carrying
amount
31/12/2012
€ ’000
Carrying
amount
31/12/2011
€ ’000
10,442
563
1,734
2,438
10,301
4,726
4,919
5,420
0
0
0
5,420
6,449
6,449
2. Goodwill
0
0
0
0
0
0
6
5,832
0
1,532
0
7,364
2,743
3,415
0
0
0
0
0
720
0
21,693
563
3,266
2,438
23,084
14,637
14,790
II. Property, plant and equipment
227
26
34
0
287
35
63
7,716
430
433
4,309
4,270
955
848
2. Other assets, fixtures and
fittings
1,327
0
0
1,327
0
46
0
9,269
456
467
5,635
4,557
1,036
911
162
0
11
90
84
256
435
0
0
0
0
0
260
260
0
0
0
0
0
1
2
2. Investments
0
0
0
0
0
261
262
31,125
1,019
3,744
8,163
27,725
16,190
16,398
Total
*) For explanatory remarks on the reclasses see Note 2.4
95
01/12
Casino & Poker
Acquisition and manufacturing cost
Position at
01/01/2011
Currency
changes
Additions
Disposals/
Reclasses
Reclasses
disposal group
Position at
31/12/2011
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
19,422
10
3,657
71
(R) -73
7,584
15,361
2. Goodwill
16,409
0
0
0
4,542
11,867
65
0
6
65
0
6
7,623
0
1,551
(R) 73
0
9,247
43,520
10
5,214
137
12,126
36,482
306
1
0
0
18
290
2. Other assets, fixtures
and fittings
8,376
2
882
43
652
8,564
1,327
0
0
0
0
1,327
10,009
2
882
43
670
10,180
715
0
0
117
0
597
0
0
260
0
0
260
2. Investments
2
0
0
0
0
2
2
0
260
0
0
262
54,246
12
6,356
297
12,796
47,521
II. Property, plant and
equipment
Total
96
Shares
Position at
01/01/2011
Currency
changes
Additions
Disposals/
Reclasses
Reclasses
disposal group
Position at
31/12/2011
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
€ ’000
Carrying
amount
31/12/2011
€ ’000
Carrying
amount
31/12/2010
€ ’000
14,141
8
3,401
0
7,106
10,442
4,919
5,281
1. Licences, software,
rights of use and customer base
7,461
0
0
0
2,041
5,420
6,449
8,948
2. Goodwill
0
0
0
0
0
0
6
65
3. Payments on
account
4,599
0
1,233
0
0
5,832
3,415
3,025
26,201
8
4,634
0
9,150
21,693
14,790
17,320
II. Property, plant and
equipment
111
0
123
0
8
227
63
195
7,944
3
432
30
633
7,716
848
432
2. Other assets.
fixtures
and fittings
1,327
0
0
0
0
1,327
0
0
3. Construction in
progress
9,382
3
555
30
641
9,269
911
627
194
0
13
44
0
162
435
521
0
0
0
0
0
0
260
0
1. Investments
accounted for using
the equity method
0
0
0
0
0
0
2
2
2. Investments
0
0
0
0
0
0
262
2
35,776
11
5,202
74
9,790
31,125
16,397
18,469
Total
97
01/12
/ 6.2. Current assets /
6.2.1. Inventories
The current assets include inventories, trade accounts receivable, other
assets and cash and cash equivalents.
Receivables and other assets
€ ’000
Casino & Poker
31/12/2012
Inventories include infrastructure components for betting shops (betting tills, scanners, printers) that are sold to the shops’ franchisees. Inventories totalling EUR 96 thousand (previous year EUR 65 thousand)
were recognised as an expense in the financial year.
Short-term
Long-term
Up to 1 year
1-5 years
> 5 years
Non-current financial assets
3,260
0
3,260
0
Trade accounts receivable/other
receivables of which
3,630
3,630
0
0
Trade accounts receivable
3,100
3,100
0
0
530
530
0
0
4,917
4,917
0
0
11,807
8,546
3,260
0
Other receivables
Other financial assets
Total
6.2.2 Receivables and other assets
Receivables and other assets
€ ’000
Non-current financial assets
31/12/2011
Short-term
Long-term
Up to 1 year
1-5 years
> 5 years
0
0
0
0
Trade accounts receivable/other
receivables of which
2,980
2,980
0
0
2,653
2,653
0
0
0
0
0
0
326
326
0
0
7,600
7,600
0
0
Other receivables
Other financial assets
Total
The trade accounts receivable mainly comprise receivables from overthe-counter betting operations and receivables from the sale of lottery
operations.
The receivables from payment service providers, guarantees and gaming operations are reported under other financial assets. The rise corresponds to the growth in gross revenue.
The other receivables relate to tax receivables.
The other financial assets and the other receivables generally have a
maturity of between 30 and 90 days. There are in essence no overdue
items here.
Individual and general allowances for uncollectable trade accounts
receivable amounting to EUR 107 thousand (previous year EUR 124
thousand) were applied.
31/12/2012
€ ’000
31/12/2011
€ ’000
30 days
2,517
2,980
90 days
0
0
583
0
0
0
3,100
2,980
Up to 1 year
Overdue, not impaired
Total
98
The receivables with a maturity of 1 – 5 years include EUR 2,916
thousand for the receivables from the sale of the German-language lottery operations; these are due half-yearly in equal annual instalments
in the first year, then subsequently on a quarterly basis. Time deposits
furnished by way of security and guarantees also come under this item.
With regard to the receivables and other assets that were neither impaired nor overdue, there is no evidence at the reporting date that the
debtors will not meet their payment commitments. As in the previous
year, the maximum default risk amounts to the level of the receivables
and other assets reported.
Shares
Conditional capital
a) Convertible bonds
60,000,000.00 up until April 30, 2010 on one or more occasions and to
equip the convertible bonds with conversion rights that entitle the acquirer to purchase shares in the company as further specified in that
resolution and in the terms of the bond.
6.2.3. Cash and cash equivalentse
At December 31, 2012 the cash position amounted to EUR 14,884
thousand (previous year EUR 7,187 thousand). This item includes investments in fixed-term deposits and overnight money. The investments are all due short-term, within between one day and three months.
/ 6.3. Shareholders’ equity /
6.3.1. Share capital
The share capital of mybet Holding SE amounts to EUR 24,217,183.00
(previous year EUR 24,216,683.00) and is divided into the same number
of no par value shares. Through the exercise of convertible bonds, 500
shares were subscribed from the conditional capital. The shares are fully
paid in.
The company has various approved sums of capital amounting to up to
EUR 12,000,000 in total.
With regard to the Approved Capital 2010/I, the Management Board is
cash, whether as a single transaction or in multiple transactions, by up
to EUR 7,000,000.00. The shareholders shall be granted a fundamental
subscription right; however the Management Board is, with the consent of the Supervisory Board, authorised to exclude the shareholders‘
subscription right for residual amounts. Moreover the Management
Board is, with the consent of the Supervisory Board, authorised to determine the further terms of the share issue for the Approved Capital
2010/I.
With regard to the Approved Capital 2010/II, the Management Board is
contribution in kind, whether as a single transaction or in multiple transactions, by up to EUR 5,000,000.00. In this connection the Management Board is, with the consent of the Supervisory Board, authorised
to exclude the shareholders’ subscription right to an amount totalling
up to EUR 5,000,000.00, whether as a single transaction or in multiple
transactions, if the new shares are issued for contribution in kind and
the issuing price of the new shares does not undercut by more than 5
percent the market price of shares of the same features already listed at
the time when the issuing price is finally fixed.
The market price is deemed to be the arithmetical average of the closing
prices (Xetra) on the ten trading days prior to the fixing date.
A convertible bond, divided into 3,640,000 equally ranking bearer debentures with a par value of EUR 2.68 each, was successfully placed in October 2007 for a total nominal amount of up to EUR 9,755,200.00 with the
right to convert each debenture into one share with an accounting par
value of one euro. The debentures pay interest at 3 percent annually on
their nominal amount. The convertible bond had a term lasting until December 15, 2011. Unconverted debentures were repaid to the bearers.
A further convertible bond, divided into 161,830 equally ranking bearer
debentures with a par value of EUR 21.00 each, was placed in September
2008 for a total nominal amount of up to EUR 3,398,430.00 with the
right to convert each debenture into ten shares. The debentures pay interest at 6.66 % annually on their nominal amount. This convertible bond
has a term lasting until December 15, 2013.
As a result of the exchanging of a total of 1,603,183 debentures into
3,029,482 no par value shares to date and the repayment of 2,188,628
debentures, the conditional capital now amounts to EUR 40,190 (Conditional Capital 2007/I).
25,000,000.00 up until May 17, 2014 on one or more occasions and to
equip the convertible bonds with conversion rights that entitle the acquirer to purchase shares in the company as further specified in the resolution and in the terms of the bond (Conditional Capital 2011/I). No
use has yet been made of the authorisation.
b) Stock options
There exist several conditional capital amounts for the issuance of
subscription rights to the management and employees of the company,
and to affiliated companies.
Following the issuance of subscription rights, Conditional Capital 1999/
III now amounts to EUR 28.635 at the balance sheet date and Conditional Capital 2000/I amounts to EUR 14,016 at the balance sheet date.
Exercise of the corresponding employee options is no longer possible.
Following its partial cancellation, Conditional Capital 2005/I amounts to
EUR 205,000 and Conditional Capital 2006/I totals EUR 475,000. Exercise of the corresponding employee options is possible for a period of
five years after their issuance.
99
01/12
Conditional Capital 2010/I amounts to EUR 550,000.00. Exercise of the
corresponding employee options is possible for a period of six years after their issuance.
At December 31, 2012 there were 450,000 stock options issued under the various plans. No authorisation of the Management Board to
purchase treasury shares exists.
Casino & Poker
The change in respect of the interest in fluxx.com Telewette GmbH arises from the acquisition of the non-controlling interests as a condition
of the sale of the lottery operations. The change in the interest in Lotosystems Network S.L. relates to the acquisition of the non-controlling
interests and the elimination of the negative profit contribution from
2011.
6.3.4. Non-controlling interests
6.3.2. Additional paid-in capital
The company has additional paid-in capital amounting to EUR 11,662
thousand (previous year EUR 22,635 thousand) made up essentially of
additional payments from capital increases and the equity capital portion of the convertible bonds issued.
Non-controlling interests in the share capital and the additional paid-in
capital are reported here. Interests in the result for the period relate to
the other shareholders of QED Ventures Ltd., Malta, and of pferdewetten.
de AG. There was no netting of other interests in earnings, as the other
minority shareholders do not participate in the respective earnings.
6.3.3. Retained earnings
This item is comprised as follows:
Retained earnings
2012
€ ’000
2011
€ ’000
-25,748
-27,173
11,041
0
Additional paid-in capital Lotosystems Network S.L.
0
-21
Change in interest in pferdewetten.de AG
0
41
Equity transactions with shareholders: other netting
0
-21
Change in interest in fluxx.com Telewette GmbH
-30
0
Change in interest in Lotosystems Networks S.L.
-35
0
6,102
1,426
-8,670
-25,748
Position at 31/12/2011 / 31/12/2010
Withdrawal for netting of loss carry-forward of mybet Holding SE with reserve
Position at Dec 31
100
Shares
/ 6.4. Liabilities /
6.4.1. Deferred taxes
At the balance sheet date the deferred tax liabilities were netted against
existing deferred tax assets.
6.4.2. Liabilities
As well as the financial liabilities, other liabilities are classified by maturity as follows:
Liabilities
€ ’000
31/12/2012
Short-term
Long-term
With a term to maturity of
Up to 1 year
Bonds
1-5 years
> 5 years
83
0
83
0
894
309
585
0
Trade accounts payable / other liabilities
4,897
4,897
0
0
Other financial liabilities
8,570
8,570
0
0
Deferred tax liabilities
0
0
0
0
Liabilities directly in connection with assets
held for sale
0
0
0
0
14,444
13,776
668
0
Due to banks banks
Total
Liabilities
€ ’000
31/12/2011
Short-term
Long-term
With a term to maturity of
Up to 1 year
Bonds
1-5 years
> 5 years
83
0
83
0
985
729
256
0
4,172
4,172
0
0
7,176
7,176
0
0
805
0
805
0
1,169
1,169
0
0
14,390
13,246
1,144
0
Due to banks
Deferred tax liabilities
Liabilities directly in connection with assets
held for sale
Total
The other financial liabilities contain derivative liabilities (from bets outstanding) amounting to EUR 222 thousand; these are due in less than
one year.
Bonds (long-term)
capital. The bond pays interest at 6.66 percent (ISIN DE000A0XYGS9). A
total of 161,830 debentures, which can each be converted into ten mybet shares, were issued at a unit price of EUR 26.00 each (nominally EUR
21.00). At December 31, 2012 there were 4,019 debentures remaining.
A cash outflow for interest amounting to EUR 6 thousand is expected.
This is based on the assumption of repayment by the end of 2013.
The amount shown under bonds relates to the convertible bond issued
in September 2008 and to the portion of these debt instruments that
is allocable to liabilities pursuant to IAS 32. The portion that is not allocable to liabilities is reported under the equity item of additional paid-in
101
01/12
Due to banks
Casino & Poker
cation in the prior-year figures due to the change in allocation during the
current year of obligations reported under accrued expenses that have
now achieved a degree of certainty, so that it is more accurate to report
them under liabilities.
Amounts due to banks mainly comprise loans. The amount of EUR 257
thousand (previous year EUR 285 thousand) is secured by mortgages
(of which EUR 29 thousand (previous year EUR 29 thousand) due in less
than one year) and reported under current liabilities. These relate exclusively to the holiday apartments in Sellin and are due at the end of 2014.
At the start of 2010 mybet had extended the loan for a further 5 years.
This item largely consists of liabilities for gaming operations.
/ 6.5. Other accrued expenses /
The trade accounts payable have a term of up to one year. They are secured to the customary extent by retention of title. There was a reclassifi-
Other accrued expenses
€ ’000
Personnel expenses
Litigation costs
Other accrued expenses
€ ’000
Personnel expenses
Litigation costs
Position at
01/01/2012
The accrued expenses are comprised as follows:
Reclasses* Consumed
Reversed
Allocated
Position at
31/12/2012
277
92
289
80
778
778
5
0
0
5
5
5
282
92
289
85
783
783
Position at
01/01/2011
Reclasses* Consumed
Reversed
Allocated
Position at
31/12/2011
418
-92
313
105
370
277
36
0
32
4
5
5
454
-92
345
109
375
282
*) Explanatory remarks on the reclasses, see Note 2.4
The accruals for personnel costs substantially comprise obligations for
outstanding vacation leave, bonuses and industrial accident insurance
contributions.
There was a reclassification in the prior-year figures due to the change in
allocation during the current year of obligations reported under accrued
expenses that have now achieved a degree of certainty, so that it is more
accurate to report them under liabilities.
All accrued expenses are short-term in nature, with a term of up to 1
year; no reimbursements are expected.
102
Shares
103
01/12
7
Casino & Poker
Segment reporting
Segment reporting 12M 2012
€ ’000
Sports Betting
Casino & Poker
Lotteries
Horse Betting
Other operating
segment
33,764
21,671
6,236
5,685
1,840
0
0
0
0
0
33,764
21,671
6,236
5,685
1,840
619
12
530
193
92
-21,606
-7,852
-1,553
-1,284
0
Indirect costs
-7,410
-7,052
-1,315
-3,633
-1,072
Apportionment
-5,559
-3,604
-3,132
-325
-112
-34,574
-18,508
-6,001
-5,241
-1,184
EBITDA
-191
3,175
764
637
748
-430
-248
-1.047
-347
-135
EBIT
-621
2,927
-283
290
613
Sports Betting
Casino & Poker
Lotteries
Horse Betting
Other operating
segment
25,096
17,100
13,667
4,847
0
0
0
0
0
0
25,096
17,100
13,667
4,847
0
0
4
316
274
0
-23,650
-15,061
-7,583
-4,730
0
1,445
2,043
6,401
390
0
-311
-204
-2,978
-445
0
1,134
1,839
3,423
-55
0
Revenue (external)
Revenue with other segments
Revenue (total)
Direct costs
Expenses (EBITDA costs)
Interest income
Interest expense
Earnings before tax
Taxes
Net profit/loss for the period (IFRS)
€ ’000
Revenue (external)
Revenue (total)
EBITDA
EBIT
Interest income
Interest expense
Earnings before tax
Taxes
104
Shares
Total operating segments
Miscellaneous
Total segments
Consolidated
transfers
Total
€ ’000
69,195
0
69,195
-1
69,195
Revenue (external)
0
0
0
0
0
69,195
0
69,195
-1
69,195
Revenue (total)
1,445
8,890
10,335
1,503
11,838
-32,295
0
-32,295
Direct costs
-20,481
-808
-21,290
Indirect costs
-12,732
-3,629
-16,361
Apportionment
-65,508
-4,437
-69,945
-96
-70,041
5,132
4,453
9,585
1,407
10,992
EBITDA
-2,206
-296
-2,502
-1,242
-3,744
2,926
4,157
7,083
165
7,248
EBIT
72
72
72
Interest income
-111
-111
-111
Interest expense
7,209
Earnings before tax
-1,101
Taxes
6,108
-1,101
-1,101
Total operating segments
Miscellaneous
Total
segments
Consolidated
transfers
Total
€ ’000
60,710
433
61,144
-458
60,686
Revenue (external)
0
0
0
0
0
60,710
433
61,144
-458
60,686
Revenue (total)
594
862
1,456
1,496
2,952
-51,025
-6,493
-57,518
750
-56,768
10,279
-5,198
5,082
1,788
6,870
EBITDA
-3,938
-268
-4,206
-1,031
-5,238
6,341
-5,466
875
757
1,633
EBIT
55
55
55
Interest income
-436
-436
-436
Interest expense
1,252
Earnings before tax
247
Taxes
1,499
247
247
105
01/12
In parallel with organisation into legal entities that serve as the basis for
preparing the financial statements and for formal external reporting, the
group is structured into product areas. These product areas represent
the cost units and therefore the segments, and serve as the basis on
which the management reaches controlling decisions. The new, uniform
cost unit and cost centre approach introduced across all group subsidiaries in 2011 provides a general overview of the products’ performance.
The management bases its decisions primarily on the revenue performance of these product areas and on the costs directly associated with
them.
This structure is a crucial part of the management’s decision-making
process and accordingly constitutes the basis for segment reporting
pursuant to IFRS 8. EBIT and EBITDA are reported internally by way of
results for the segments.
The segments comprise the four product areas Sports Betting, Casino &
Poker, Lotteries and Horse Betting. Miscellaneous comprises the service
operations such as software development, customer support and payment transactions, as well as the holding activities where these are not
distributed among the segments. The basis for internal cost allocation
was reviewed further in 2012, with the result that differentiated contribution accounting is now practised (available only for the current year).
The system was still being reviewed in 2011 so the prior-year figures
refer only to the result for the segments after revenue-related costs,
with flat-rate apportioning of the general costs across all segments. In
2012 these costs will be differentiated as direct and indirect costs (prime costs) and as apportioned overheads. In its segment-specific decisions the management does not take account of either interest income
and expense or assets and liabilities per segment, as those items are of
no relevance for controlling decisions because financing of the group
with borrowed capital is not currently relevant and asset utilisation is
very low. Nor are taxes taken into consideration in the decision-making
process at segment level. Regional revenue patterns are not used for
steering purposes on the one hand because the platform products are
structured internationally (.com) and not by country or region, and on
the other hand are each operated centrally by a national company that
does not normally correspond to the customer’s country of domicile.
There is correspondingly no segmentation by country/region.
In view of the structure chosen, revenue between the segments does not
occur because the cost units and cost centres are grouped together into
segments on a cross-company basis.
Sports Betting: The group’s sports betting activities are combined in this
segment. As a licensed bookmaker, PEI Ltd. accepts bets primarily on
sporting events and offers the odds paid on these. This segment includes the relevant revenue from online sales on the mybet.com and mybet.
de platforms, and the revenue at over-the-counter betting shops. The
segment is the growth driver of revenue and new customer totals. It also
accounts for the greater part of marketing expenses. To capitalise on its
earnings-generating capacity, customer marketing activities are shared
with the Casino / Poker segment. Revenue was again increased signifi-
106
Casino & Poker
cantly year on year. Despite the growth, the segment’s results are down
on the previous year exclusively due to the detailed allocation of costs,
and above all the marketing expenditure; this development is therefore attributable to the disproportionately high cost allocation compared
with the previous year.
Casino & Poker: The segment brackets the online products for casino
and poker games on the various platforms. Alongside the Sports Betting
segment, this segment is the main driver of revenue growth. However,
customers are acquired predominantly through the activities of the
Sports Betting segment.
Lotteries: In this segment, the agency commission for online and offline
placement of state-licensed lottery products is reported, along with the
handling fees levied on the lottery stakes. The segment’s revenue is falling as a result of the sale of the German-language lottery operations.
This area contributed EBIT from lotteries of around EUR 700 thousand
for the first four months of 2012 prior to its disposal. The contribution of
the continuing operations in Spain was well into the red in 2012, with a
loss (EBIT) of around EUR -1,000 thousand.
Horse Betting: The segment spans the group’s horse betting activities
and comprises both bookmaking revenue (hold) and commissions from
betting stakes handled on behalf of racecourses. The structure of this
segment closely resembles that of the Sports Betting segment.
Other operating segment: In essence the revenue, costs and results
from payment transaction services are reported here.
Miscellaneous: The segment comprises the general costs of the service operations such as software development, customer support and
payment transactions, as well as the holding activities that are not distributed among the individual operating segments. mybet Holding SE
achieved high disposal gains from the successful sale of the German
lottery operations in 2012, leading to a high gain for the Miscellaneous
segment.
The consolidated transfers include entries from consolidation that cannot be attributed to the individual segments. These substantially comprise the elimination of intermediate gains and consolidating entries for
receivables from and liabilities to affiliated companies.
8
Shares
Other particulars
/ 8.1. Earnings per share /
Earnings per share
31/12/2012
31/12/2011
6,102
1,426
24,216,805
23,407,492
0.25
0.06
41,068
0
-4
0
6
6
6,104
1,426
24,257,873
23,407,492
0.25
0.06
Net profit/loss attributable to the shareholders of the parent company (€ ’000)
Weighted average number of ordinary shares
outstanding during the period under review
(units)
Basic earnings per share (€)
Dilutive shares from options and bonds
(units)
Dilution of result from PWAG
Interest payments saved (€ ’000)
Consolidated earnings (€ ’000) +/- (opposite) dilutive effect
Number of dilutive shares (units)
Diluted earnings per share (€)
The earnings per share are diluted slightly by the potential new shares
from the convertible bond and the diluted result for pferdewetten.de AG;
the effects from the options issued are not dilutive because the options
are currently quoted at below the exercise thresholds.
The weighted average number of shares outstanding during the period
under review was calculated as follows:
Capital stock on Jan 1
31/12/2012
31/12/2011
24,216,683
19,371,428
122
350
0
4,035,714
24,216,805
23,407,492
Weighted total of new shares
from bonds
from capital increase
Weighted average number of shares outstanding during the period under review
107
01/12
Casino & Poker
/ 8.2. Financial assets and liabilities /
All figures in € ’000
31/12/2012
Category
IFRS 7.6
Carrying
amount
31/12/2012
LaR
3,100
3,100
-107
Other financial assets < 1 year
LaR
4,917
4,917
0
Other financial assets > 1 year
LaR/AfS
3,260
3,260
0
LaR
14,884
14,884
0
26,161
26,161
-107
Of which measured at
amortised
cost
Fair Value
through profit
and loss
Profit (+) /
loss (-)
from financial
instruments
Assets
Cash and cash equivalents
Total
Equity and liabilities
Bonds
OFL
83
83
0
Due to banks
OFL
894
894
0
> 1 year
OFL
585
585
0
< 1 year
OFL
309
309
0
Trade accounts payable
OFL
4,897
4,897
0
OFL
8,570
8,348
222
0
0
Total
Explanation of the categories of financial assets and liabilities:
LaR: loans and receivables
OFL: other financial liabilities
AfS: financial assets available for sale
Other financial liabilities include derivative liabilities measured at fair
value and with a maturity of less than one year. These are the bets outstanding at the reporting date.
The financial assets and liabilities allocated to these categories are
measured in accordance with Note 3. With regard to the financial risks,
we refer to Note 8.11.
The amortised cost corresponds to the fair value.
The other financial liabilities are almost exclusively current.
108
14,444
14,222
222
0
All figures in € ’000
31/12/2011
Shares
Category
IFRS 7.6
Carrying
amount
31/12/2011
LaR
2,980
2,980
-124
Other financial assets < 1 year
LaR
4,619
4,619
0
Other financial assets > 1 year
LaR
0
0
0
Cash and cash equivalents
LaR
7,187
7,187
0
14,786
14,786
-124
Of which measured at
amortised
cost
Fair Value
through profit
and loss
Profit (+) /
loss (-)
from financial
instruments
Assets
Total
Equity and liabilities
Bonds
OFL
83
83
0
Due to banks
OFL
985
985
0
> 1 year
256
0
0
< 1 year
729
0
0
0
Trade accounts payable
OFL
4,172
4,172
OFL
7,176
7,052
124
0
0
Total
12,416
12,292
124
0
109
01/12
Casino & Poker
/ 8.3. Hedging policy and
derivative financial instruments /
There exists no interest rate risk in view of the long-term loan agreements with fixed interest rates. No hedging of the interest rate risk is
therefore practised.
The company has concluded insurance policies to cover various operating risks. The following table shows the levels of cover for the principal
credit risks.
Insured TYpe
2012
€ ’000
2011
€ ’000
5,000
5,000
10,000
10,000
Business interruption
1,190
1,190
Electronics insurance
1,076
1,076
Criminal law legal costs insurance
1,000
1,000
Fidelity insurance
2,500
2,500
Third-party insurance - usiness, product and environmental liability
Activity of corporate bodies
/ 8.4. Other financial obligations /
/ 8.6. Leases /
The company must spend EUR 4,125 thousand (previous year EUR 3,579
thousand) in the future for rent, leases, service contracts and similar
obligations.
The lease agreements concluded by the company consist of operating
lease agreements.
/ 8.5. Contingent liabilities and
other financial obligations /
Contingent liabilities are potential obligations towards third parties or
actual obligations where an outflow of resources is not improbable. They
are not recognised on the balance sheet, but explained in the Notes.
Companies of the mybet Group are the defendants in various proceedings in connection with the State Treaty on gaming, the outcome of
which is uncertain. Based on the legal assessment of the company’s legal consultants and on rulings already delivered, the company considers
it improbable that it will have to meet any claims as a result. The risk
from the pending proceedings not recognised on the balance sheet is
estimated at around EUR 0.3 million. By way of supplementary information we refer to the remarks on estimates under Note 8.10.
Tenancy and lease agreements
Vehicles, office machinery and telecommunications systems are financed using operating leases. The agreements concluded have terms
to maturity of between one and five years. The expense from these operating lease agreements and from tenancy agreements for furniture and
fittings totalled EUR 280 thousand in the financial year (previous year
EUR 178 thousand), and the expense from tenancy agreements EUR
692 thousand (previous year EUR 920 thousand). The expenses are reported in other operating expenses under vehicle costs, rental for fixtures and fittings and expenses for premises.
The following table shows the future minimum expenses that will be
incurred from lease and tenancy agreements in view of the terms and
notice periods of these agreements. These come under other financial
obligations (see also Note 8.4.).
31/12/2012
€ ’000
31/12/2011
€ ’000
Maturity up to 1 year
725
642
Maturity 1 to 5 years
1.863
613
Maturity up to 1 year
276
348
Maturity 1 to 5 years
216
348
Tenancy agreements
Lease agreements
110
/ 8.7. Related parties /
The following table shows the amounts due to related parties which diminished the result for 2012 (Note 8.12). The amounts concerned are in
respect of consultancy fees and office rent.
The prices are in line with arm’s-length transactions. The consultancy
services are invoiced on the basis of hours worked, at hourly rates that
are in line with the market, or on the basis of the applicable fee scales. The rent was in line with the customary rent for office space in the
locality. There were outstanding liabilities in respect of GWU for EUR 2
thousand at the closing date.
GWU mbH (Managing Director Antje Stoltenberg, Supervisory Board Chairman)
31/12/2012
€ ’000
31/12/2011
€ ’000
11
3
0
62
10
53
DSM Marketing GmbH, rental agreement for Altenholz (Rainer Jacken family)
Rainer Jacken (Supervisory Board member)
/ 8.8. Stock option plans /
Both mybet Holding SE and the listed subsidiary pferdewetten.de AG
have launched stock option plans. Stock options from the stock option
plans may be granted only to employees not under notice of the company or an affiliated company.
mybet Holding SE
Of the maximum number of stock options to be issued under the
2005/2006 plans, up to 30 percent may be granted to the members of
the company’s Management Board, up to 40 percent to the managing
directors of subsidiaries and up to 80 percent to employees of the company and its subsidiaries. No new stock options may now be issued.
Each stock option shall bear an entitlement to acquire one share in the
company at the exercise price, if exercised. The exercise price for stock
options from these plans shall be the last minimum price determined
and published by the Federal Financial Supervisory Authority according
to the German Securities Acquisition and Takeover Act (WpÜG), upon issue of the stock options. The options may only be exercised if the trading
price at the time of exercise reaches at least 115 percent of the trading
price at the time of issuance. For this purpose, the last minimum price
determined and published on the internet by the Federal Financial Supervisory Authority according to the German Securities Acquisition and
Takeover Act (WpÜG) shall likewise apply.
The stock options may only be exercised after having been held for a
period of two years from the date of issue (vesting period). The stock options may be exercised in the three years following expiry of the vesting
period. Stock options not exercised shall expire when five years from the
time of their issue have elapsed. The stock options may be exercised
after expiry of the vesting period in each case within a period of three
weeks following publication of the quarterly reports for the second and
third quarters, as well as after the holding of the Ordinary Shareholders’
Meeting.
Shares
The Management Board, and also the Supervisory Board in respect of
members of the Management Board, may appropriately extend or shorten the above exercise periods as required.
The beneficiaries must furthermore observe the restrictions proceeding
from general statutory provisions such as the German Securities Trading
Act (insider law).
Stock options from the 2010 stock option plan may be granted only to
employees not under notice of the company or an affiliated company.
The persons in questions need not yet have commenced their activity on
the behalf of the company or the affiliated company.
Of the aforementioned maximum number of stock options to be issued, up to 60 percent may be granted to the members of the company’s
Management Board, up to 60 percent to the managing directors of subsidiaries and up to 80 percent to employees of the company and its subsidiaries. Stock options may be issued continuously.
company at the exercise price, if exercised. The exercise price shall be the
trading price at the time of issue. For this purpose “trading price” means
the weighted average price over the three months prior to issuance.
The options may only be exercised if the trading price at the time of
exercise reaches at least 115 percent of the trading price at the time of
issuance. The weighted average price over the preceding three months
again applies here.
Employees may acquire stock options during the valid period of the
authorisation in response to a corresponding offer, within the deadline
stated in the offer, but acquisitions are excluded during the two-week
period prior to the publication of interim reports, first-half and annual
financial reports, and, where applicable, prior to the publication of (provisional) business results released before these reports.
The stock options may only be exercised after a waiting period of four
years from the date of issue (vesting period). The stock options may be
exercised in the two years following expiry of the vesting period. Stock
111
01/12
options not exercised shall expire when six years from the time of their
issue have elapsed.
After the vesting period has ended, the stock options may in each case
be exercised during a period of three weeks
∆∆ Following publication of the quarterly reports for the 2nd and 3rd
quarters, as well as
∆∆ After the holding of the Ordinary Shareholders’ Meeting (exercise
periods).
The Management Board, and also the Supervisory Board in respect of
members of the Management Board, may appropriately extend or shorten the above exercise periods as required. The beneficiaries must furthermore observe the restrictions proceeding from general statutory
provisions such as the German Securities Trading Act (insider law).
When an employee leaves the company, options not exercised normally
expire.
Pursuant to IFRS 2, all options are to be measured and reported as salary expenses. For this purpose it is assumed that the value of the options
– provided they are granted free of charge – represents remuneration
for the period from the time the options were granted until the expiry of
the vesting period. The value of the options is to be determined correspondingly and spread over the vesting period, taking account of such
factors as employee fluctuation. As the options can be exchanged for
shares in the company (equity settled) and are not redeemed in cash,
the booking of salary expenses increases the additional paid-in capital.
The expense entry simultaneously reduces the profit in the period when
the expense is recorded, with the result that the effect on shareholders’
equity is corrected again.
The options in question were measured at market price upon issue, applying Black-Scholes option pricing models and the binomial model. The
exercise threshold was taken into account in the calculation using the
above model.
The staggered vesting period and employee fluctuation of ten percent
per year were likewise taken into account. No fluctuation was assumed
for the Management Board. No dividend payments were assumed.
pferdewetten.de AG
Of the maximum number of stock options to be issued of 360,000 ordinary shares, up to 60 percent may be granted to the members of the
Management Board of pferdewetten.de AG, up to 60 percent to the managing directors of subsidiaries and up to 80 percent to employees of
the company and its subsidiaries. Stock options may be issued continuously during the period of the authorisation.
112
Casino & Poker
Employees may acquire stock options during the period of the authorisation in response to a corresponding offer, within the deadline stated in
the offer. However acquisitions are excluded during the two-week period
prior to the publication of interim reports, first-half and annual financial
reports, and, where applicable, prior to the publication of the (provisional) business results released before this report.
The stock options may only be exercised after a waiting period of four
years from the date of granting (vesting period). The stock options may
be exercised in the two years following expiry of the vesting period. Stock
options not validly exercise thus expire.
The stock options may be exercised after expiry of the vesting period in
each case within a period of three weeks following the publication of the
quarterly reports for the second and third quarters, as well as after the
holding of the Ordinary Shareholders’ Meeting (exercise periods). The
Management Board, and also the Supervisory Board in respect of members of the Management Board, may appropriately extend or shorten the
above exercise periods as required. The beneficiaries must furthermore
observe the restrictions proceeding from general statutory provisions
such as the German Securities Trading Act (insider law).
company at the exercise price, if exercised. The exercise price shall be
the trading price at the time of issue. For this purpose “trading price”
means the weighted average price over the three months prior to issuance. The options may only be exercised if the trading price at the
time of exercise reaches at least 115 percent of the trading price at the
time of issuance. The weighted average price over the preceding three
months again applies here.
The stock options have been granted in compensation of employee services in future periods. To that extent the fair value of the total stock
options granted is reported time proportionally over the vesting period
of four years. The expenditure from this is recognised as personnel expenses. Because the options granted involve an entitlement to acquire
ordinary shares in pferdewetten.de AG and cannot be paid out in cash,
their reporting as personnel expenses increases the shareholders’ equity (reserve for employee payments to be fulfilled in shareholders’ equity,
cf. III 3.7. letter e).
The options have been measured at the market price upon issue, with
the aid of the Black-Scholes model. For their measurement, the exercise threshold, vesting period and an employee fluctuation rate of ten
percent have been taken into account.
The development in the options to be reported pursuant to IFRS 2 is
shown below.
Shares
mybet Holding SE
2011
2012
Total
Average
exercise price
Total
Average
exercise price
756,704
1.77 €
547,381
1.75 €
Expired in the period (employees)
-2,740
2.31 €
-26,935
2.31 €
Expired in the period (employees)
-20,000
1.62 €
-55,000
1.62 €
Expired in the period (Management Board)
-11,583
2.77 €
-15,446
2.77 €
Expired in the period (Management Board)
-175,000
1.77 €
Options outstanding
at December 31, 2011/2012
547,381
1.75 €
450,000
1.70 €
Exercisable options
at December 31, 2011/2012
0
Options outstanding at January 1
Granted in the period (employees)
Granted in the period (Management Board)
Exercised in the period
Expired in the period
0
Average trading price
1.32 €
1.32 €
The principal parameters used in calculating the price of options are
shown below.
Campaign
options
groups
Date of
granting
Bandwidth
of exercise
prices
Average
weighted
exercise
Price
Historical/
expected
volatility
Term in
years
Risk-free
interest
rate
Fair Value
Employees
02/2010
1,85 €
2,13 €
65 %
2,0
1,44 %
0,73 €
Management
Board
01/2010
1,77 €
2,04 €
65 %
5,0
1,74 %
0,79 €
Employees
12/2009
1,62 €
1,86 €
65 %
2,0
1,50 %
0,64 €
Management
Board
(expired)
06/2005
7,47 €
8,59 €
60 %
3,5
2,60 %
3,36 €
Employees
(expired)
07/2004
2,31 €
2,66 €
50 %
8,0
3,55 %
1,08 €
Management
Board
(expired)
06/2004
2,77 €
3,19 €
45 %
5,0
3,70 %
1,24 €
Average
Historical volatility was not used for the options granted in 2004 and
2005, as this was not representative due to the change in the business model following the restructuring of the mybet Group in 2002.
The consistently positive development in the financial performance at
the time the options were measured, coupled with falling volatility, was
an indication of lower expected volatility. The calculation was based on
projections of current trends based on historical volatility. The option
1,31 €
price calculation for the options granted in 2011 and 2012 is based on
historical volatility.
The remaining weighted average contractual term is 1 year (previous
year 1.1 year), and the weighted average fair value of the options outstanding at the time of granting is EUR 0.70 (previous year EUR 0.73).
113
01/12
Casino & Poker
Pferdewetten.de AG
PARameter
Date of granting
17/05/2012
Trading price at time of granting
1.14€
Exercise price
1.11€
Expected volatility
50.46%
Vesting period
4
Risk-free interest rate
1.00%
Fair value
0.41€
The expected volatility has been determined from the prices for the last
three months prior to the granting of the stock options.
The development of the options in question is shown below:
The total salary expenses for the group arising from the granting of
options (Management Board and employees) amounting to EUR 67
thousand (previous year EUR 94 thousand) were included in personnel
expenses.
2012
2011
total
Average
exercise price
total
Average
exercise price
-
-
-
-
Granted in the period
360,000
1.11€
-
-
-
-
-
-
Exercised in the period
-
-
-
-
-
-
-
-
360,000
1.11€
-
-
Options exercised at December 31
-
-
-
-
Exercisable options at December 31
-
-
-
-
Options outstanding at January 1
Options outstanding at December 31
/ 8.9. Events occurring after the balance sheet date /
There were no events occurring after the balance sheet date to be reported pursuant to IAS 10.
/ 8.10. Discretionary decisions in the application of
the recognition and measurement principles / estimates and evaluations by the management /
The impairment test for goodwill is based on future-related assumptions. These assumptions have been made on the basis of the estimated
situation at the balance sheet date. An assumption on the future development of the economic context that was considered to be realistic at
that point in time was moreover taken into account in estimating future
business development. The actual amounts may differ from the estimates as a result of differences between actual developments in the underlying situation and the assumed developments. In such instances the
assumptions and, if necessary, the carrying amounts of the assets and
liabilities in question are adjusted. The carrying amounts reported under
114
this item were EUR 6,449 thousand at December 31, 2012 (previous year
EUR 6,449 thousand). A rise in the market risk premium from 6 percent
to 7 percent would have resulted in a 13 percent reduction in goodwill.
With regard to testing deferred taxes for impairment on the basis of the
company’s tax planning, the annual planning of the mybet Group was
used as the basis, taking into account the conditions at the balance
sheet date. A realistic future development of the market environment
was taken into account. This planning is based on the same estimates
and assumptions as the impairment tests for goodwill. Here too, the
estimates and assumptions may therefore differ from actual experience. The recognition of deferred tax assets is moreover dependent on
the full recognition of tax loss carry-forwards by the tax authorities. The
accounts have been tax-audited up to and including 2002. On the basis of the information currently available, there is no evidence that loss
carry-forwards will not be permitted. In all, the disclosure of deferred
tax assets amounting to EUR 969 thousand (previous year EUR 2,357
thousand) is affected.
The recognition and measurement of the other accrued expenses involves certain estimates that are based on the information available at the
time of preparing the Consolidated Financial Statements. This concerns
in particular accruals for litigation. The probable outcomes are measured following consultation with the lawyers acting on behalf of the mybet
Group. Nevertheless, the outcome of pending or future legal proceedings
is often not predictable, with the result that costs exceeding the scale
envisaged in the accruals could arise.
Recognition and measurement of the stock options is likewise performed on the basis of forward-looking assumptions that are built into the
option price models, such as fluctuation. The actual developments in
future may depart significantly from these estimates.
The preparation of the Consolidated Financial Statements moreover necessitates certain additional assumptions and estimates that apply to
the carrying amounts of the assets, liabilities, income and expenditure
recognised in the accounts.
/ 8.11 Management of financial risks and disclosures
on capital management /
Shares
nancial assets reported in the balance sheet. (Cf. also remarks under
Notes 3 and 6.2.2.)
Liquidity risks are monitored operationally on the one hand with
the help of liquidity statuses with trend analysis. The status is
then projected on the basis of the plans drawn up for the financial year in progress, by means of a monthly cash flow statement.
Liquidity risks involve potential difficulties in meeting payment commitments on time or generally pro rata or in entirety. The weekly and monthly liquidity and cash flow reports and the ongoing monitoring of revenue
and payment streams compared with the plans drawn up monthly are
intended to maintain solvency at all times. As a medium-sized corporate
group, the mybet Group does not have credit lines, so cash management
is correspondingly more important for the group. As well as cash and
cash equivalents, this includes current receivables especially from payment service providers, because a liability is recognised on the balance
sheet from the moment a customer makes a payment using a payment
service provider (e.g. credit card), but the cash inflow is only realised
upon settlement with the payment service provider. The terms are indicated under Notes 6.4 and 6.5.
Investment risks
Financial risk
In respect of its assets, liabilities and planned transactions, the mybet
Group is exposed to diverse risks, in particular from exchange rate movements, stock market prices and market prices. The aim of financial
risk management is to limit these market risks by means of ongoing
operational and finance-oriented activities. Certain transactions require
the prior permission of the Management Board or Supervisory Board;
liquidity, trading price and interest rate risks moreover form part of the
risk management system and are reported on and evaluated monthly
with the aid of a scorecard. For this purpose, risks are evaluated in terms
of their probability and the inherent monetary loss if they materialise.
The risks can consequently be categorised into different risk classes.
Credit risks arise in the online sector for example from the receivables
terms and returned direct debits from business transactions with customers. These risks are countered by implementing appropriate scoring
methods that on the one hand are intended to ensure that e.g. stolen credit
cards, false bank details or addresses and also under-age customers are
detected during the registration process, so as to prevent transactions.
On the other hand the risk is then shared to some extent with the providers of such methods of payment, such as credit cards; these parties
then bear the loss if a credit card payment is not honoured (charge-back).
Risks from business transactions e.g. with betting shop operators are limited by prepaid methods and, in the event of delayed payment, by reducing the limits available. However the
credit risk here tends to be higher than in the online sector.
In general, the risk of losses on receivables but also high payouts of winnings is limited by capping the stakes; particularly in the case of new
customers, this prevents high outstanding debts or payouts of winnings
from occurring.
As a fundamental rule credit risks in business operations involving financial instruments are continually monitored. They are reflected by
means of specific and general allowances for uncollectable receivables.
The maximum credit risk is reflected by the carrying amounts of the fi-
The group invested just under EUR 3.3 million (previous year EUR 6 million) in fixed assets in 2012. The investment objects were primarily intangible assets.
Market risks
At mybet, exchange rate risks stem from investments, financing measures and operating activities as well as from the credit balances of poker
players, which are held in USD. Foreign currency translation can have a
considerable effect on the result. In the operating sphere, the individual
group companies handle their activities predominantly in their individual
functional currency (predominantly the euro). The exchange rate risk for
mybet from ongoing business operations is therefore rated as low. The
minor sterling risk still existing in the previous year has disappeared as
a result of the sale of JAXX UK Ltd.
Fluctuations in the USD may have an effect because there were again
average liabilities in respect of poker players amounting to USD 0.5 million in 2012 (previous year USD 2.3 million). A monthly movement of +/10 percent in the USD, as occurred several times in the highly volatile
financial environment of 2012, would have led to the additional realisation of foreign currency gains / losses of EUR +40 thousand / EUR -40
thousand. The exchange risk was limited in-year by means of forward
contracts; no contracts existed at the closing date.
There is no evidence of interest rate risks, as all loans originated by
the enterprise, receivables and liabilities entered into entail no or only
fixed-rate interest agreements. Changes to the market rates of fixedinterest primary financial instruments only affect the earnings if these
instruments are measured at fair value. All fixed-interest financial instruments measured at amortised cost are consequently not exposed to
interest rate risks as defined by IFRS 7.
115
01/12
Casino & Poker
Capital management
The priority aim of capital management at mybet is to assure an equity
ratio of at least 50 percent, to assure financing and, over the short-term
horizon of one year, to generate a positive cash flow. The shareholders’
equity of the mybet Group amounted to EUR 28,520 thousand at December 31, 2012 (previous year EUR 22,673 thousand). The equity ratio is
currently 65 percent (previous year 61 percent). The return on equity for
2012 was 21.7 percent (previous year 7 percent). For the medium term
the management is targeting a return on equity of around 20 percent.
Both currently and in the medium term, the group’s ability to repay its debt
and its financial substance are of particular significance, taking account
its need to secure its existence in a legally difficult environment while
simultaneously safeguarding and accessing alternative markets and
investment options. The challenge here is to strike a balance between
exploiting existing earnings potential, tough economy measures and
disinvestment, and developing new products and markets in a legally increasingly stable environment. Following the restructuring of the capital
side, the ratio of net liabilities to shareholders’ equity has improved substantially. The group monitors capital with the aid of this adjusted ratio
of net debt to equity, according to the following formula:
Total liabilities
Less cash and cash equivalents
Net liabilities
Total shareholders’ equity
Net liabilities to shareholders’ equity
/ 8.12. Corporate bodies /
The members of the Management Board are:
∆∆ Mathias Dahms, Information Technology Graduate, Spokesman
∆∆ Stefan Hänel, Economics Graduate
For the 2012 financial year, the Management Board members received
the following remuneration (prior-year values in brackets) in accordance
with Section 314 of German Commercial Code:
FIXED PAY/ PERFORMANCESALARY RELATED PAY/
PROFIT-RELATED BONUS
2012
2011
15,405
14,702
-14,884
-7,187
521
7,515
28,520
22,673
0.02
0.33
Details of the remuneration are provided in the management report.
Expenses of EUR 44 thousand (previous year EUR 0 thousand) were reported for share-based payments in the financial year, because a substantial proportion of the options lapsed. The expenses are essentially
spread equally among the Management Board members. The fair value
of the options at the time of granting was EUR 0.79.
There are receivables of the company from Management Board members amounting to EUR 3 thousand. In addition to holding office on the
Management Board, Mathias Dahms has been appointed Supervisory
Board Chairman of pferdewetten.de AG, and Stefan Hänel Supervisory
Board member of pferdewetten.de AG.
COMPONENTS WITH A LONGTERM INCENTIVISING EFFECT
NON-MONETARY
BENEFITS FROM
NON-CASH REMUNERATION
TOTAL
€ '000
€ '000
Stock options
(units)
Fair value at
issue (€ ’000)
€ '000
€ '000
Mathias Dahms
220.0
(220.0)
223.1
(25.0)
(-)
(-)
10.1
(10.4)
453.2
(255.4)
Stefan Hänel
220.0
(220.0)
223.1
(25.0)
(-)
(-)
11.8
(9.0)
454.9
(254.0)
Total
440.0
(440.0)
446.2
(50.0)
(-)
(-)
21.9
(19.4)
908.1
(509.4)
116
Members of the Supervisory Board
∆∆
∆∆
∆∆
∆∆
Antje Stoltenberg, Kiel, chartered accountant, Chairman
Frank Motte, Stuttgart, managing partner, Deputy Chairman
Rainer Jacken, Kiel, management consultant
Rodolfo Carpintier Santana, Madrid (Spain), management board
chairman
∆∆ Dr Volker Heeg, Hamburg, lawyer and tax consultant
∆∆ Konstantin Urban, Gräfelfing, management consultant
Over and above their activities as Supervisory Board members of mybet Holding SE, Mr Carpintier Santana held office as a non-executive director of xplane Inc., St Louis, USA, and Mr Urban as Supervisory Board
Chairman of YORXS AG, Munich.
Remuneration of the Supervisory Board
The remuneration of the Supervisory Board equally comprises a fixed
and a variable portion. The variable portion in turn consists of a shortterm and a long-term performance-oriented remuneration component.
The remuneration principles for the Supervisory Board were determined
at the 2005 Shareholders’ Meeting and the amounts adjusted at the
2010 Shareholders’ Meeting.
Shares
per Supervisory Board member, based on the IFRS Consolidated Financial Statements, up to a limit of EUR 15,000 for Supervisory Board members and EUR 22,500 for the Supervisory Board Chairman.
c) A performance-related, long-term payment of EUR 15,000 for Supervisory Board members and EUR 22,500 for the Supervisory Board
Chairman due after the ending of each term of office of the Supervisory
Board. The long-term payment shall be paid out if the earnings of the
company (EBIT) have risen by an average of 30 percent per year during
the term of office of the Supervisory Board member in question.
d) Insofar as sales tax is due on the remuneration, the company is obliged to refund it. Supervisory Board members who have belonged to the
Supervisory Board for only part of a financial year or leave the Supervisory Board before the end of their term of office shall receive a pro
rata payment. The payment shall be granted for the first time for the
2012 financial year. The payment pursuant to letter a) shall be payable
after the end of the financial year in question. The payment pursuant
to letter b) shall be payable after the end of the Shareholders’ Meeting
which grants discharge of the Supervisory Board for the financial year
ended. The payment pursuant to letter c) shall be payable after the end
of the Shareholders’ Meeting which grants discharge of the Supervisory
Board for the final financial year of the Supervisory Board’s regular term
of office.
Other benefits
For its services the Supervisory Board shall receive
a) Fixed remuneration per member of EUR 15,000 annually, plus proven
expenses. The Supervisory Board Chairman shall receive remuneration
of EUR 22,500 for their services.
b) An annual payment based on the short-term performance of the
company amounting to 0.3 percent of the company’s EBIT for the year
The company in addition reimbursed the Supervisory Board members
for proven expenses and travel costs.
For the 2012 financial year, the Supervisory Board members received
the following remuneration (prior-year figures in brackets):
Long-term
variable pay
€ ’000
total*
€ ’000
Short-term
variable pay
€ ’000
22.5
22.5
-
45
0.2
(Chairman)
(22.5)
(4.9)
(-)
(27.4)
(0.3)
Frank Motte
15.0
15.0
-
30.0
0.0
(15.0)
(4.9)
(-)
(19.9)
(0.6)
15.0
15.0
-
30.0
0.0
(15.0)
(4.9)
(-)
(19.9)
(0.0)
Fixed pay*
Antje Stoltenberg
(Deputy Chairman)
Rainer Jacken
Rodolfo Carpintier
Santana
(since 11/2011)
Dr Volker Heeg
(since 11/2011)
Konstantin Urban
(since 11/2011)
Total
Expenses/
travel costs*
€ ’000
€ ’000
15.0
15.0
-
30.0
3.2
(15.0)
(4.9)
(-)
(19.9)
(1.1)
15.0
15.0
-
30.0
0.0
(15.0)
(4.9)
(-)
(19.9)
(0.1)
15.0
15.0
-
30.0
1.1
(15.0)
(4.9)
(-)
(19.9)
(1.1)
97.5
97.5
-
195.5
4.5
(97.5)
(29.4)
(-)
(126.9)
(3.2)
* plus VAT
117
01/12
Casino & Poker
/ 8.13. Independent auditors’ fee /
The following fees were recognised as expenses for the services rendered by the independent auditors of the Consolidated Financial Statements, KPMG AG Wirtschaftsprüfungsgesellschaft:
Auditing of the financial statements
Other assurance services
Other services
The fees for auditing of the financial statements consist mainly of the
fees for auditing the Consolidated Financial Statements and for auditing
the financial statements of mybet Holding SE.
Mathias Dahms
Stefan Hänel
/ Responsibility statement by the management /
To the best of our knowledge, and in accordance with the applicable
reporting principles for financial reporting, the consolidated financial
statements give a true and fair view of the assets, liabilities, financial
position and profit or loss of the group, and the management report of
the group includes a fair review of the development and performance of
the business and the position of the group, together with a description
of the principal opportunities and risks associated with the expected development of the group.
Mathias Dahms
118
Stefan Hänel
2012
€ ’000
2011
€ ’000
175
228
6
0
41
0
/ Audit Certificate /
We have audited the Annual Financial Statements – comprising the Balance Sheet, Income Statement and Notes – including the accounts and
the Management Report of mybet Holding SE, Kiel (formerly JAXX SE,
Kiel), for the financial year from January 1 to December 31, 2012. The
accounts and the preparation of the Annual Financial Statements and
Management Report in accordance with German commercial law are the
responsibility of the company’s management. Our task is to assess the
Annual Financial Statements, including the accounts, as well as the Management Report, on the basis of our audit.
We conducted our audit of the Annual Financial Statements in accordance with Section 317 of German Commercial Code and German
generally accepted standards for the audit of financial statements promulgated by the German Institute of Auditors (IDW). Those standards
require that we plan and perform the audit such that it can be assessed
with reasonable assurance whether the Annual Financial Statements,
based on generally accepted accounting standards, and also the Management Report are free of material misstatements which could have
a significant impact on the presentation of the company’s net worth,
financial position and financial performance. Knowledge of the business
activities and the economic and legal environment of the company as
well as evaluations of possible misstatements are taken into account
in the determination of audit procedures. The effectiveness of the internal controlling system for accounting and the evidence supporting
the disclosures in the accounts, Annual Financial Statements and Management Report are examined predominantly on a test basis within the
framework of the audit. The audit includes assessing the accounting
principles applied and the significant estimates made by the Manage-
Shares
ment Board as well as evaluating the overall presentation of the Annual
Financial Statements and Management Report. We are of the opinion
that our audit constitutes an adequately sound basis on which to make
this assessment.
Our audit has not led to any reservations.
In our opinion, formed on the basis of the audit, the Annual Financial
Statements meet the statutory requirements and give a true and fair
view of the net worth, financial position and financial performance of the
company. The Management Report is in agreement with the Annual Financial Statements and on the whole provides a suitable understanding
of the company’s situation and suitably presents the opportunities and
risks of future development.
Hamburg, March 30, 2013
KPMG AG
Wirtschaftsprüfungsgesellschaft
Dr. Haußer
Independent auditor Küntzel
Independent auditor
119
01/12
Casino & Poker
SHARES
Free float 72.5%
Murat Tutkun,
Germany
0.6%
Shareholder structure
at March 31, 2013
mybet founders
2.8%
F. von Brackel, R.
Schäfer, Z. Osskó,
A.+T. Hütel; all
Germany
Faber-Gruppe,
Bochum, Germany
6.5%
Arcalis Balear S.L.,
Spain
3.4%
CLOSING PRICE end of 2011
C. Jakopitsch, Austria
5.2%
Brickell Investments
S.L., Spain
4.6%
CLOSING PRICE end of 2012
1.16€ 1.50€
+++
120
DWS Investment GmbH,
Frankfurt, Germany
5.1%
YEAR-HIGH December 20, 2012
YEAR-LOW July 13, 2012
1.55€ 1.02€
Capital stock on December 31, 2012 = EUR 24,217,183
+++
ISIN
Abbreviation
DE000A0JRU67
XMY
Securities identification number (WKN)
Bloomberg
A0JRU6
XMY:GR
Stock market segment
Prime Standard
(Regulated Market)
Frankfurt
Index
CDAX, Prime All
Share, Classic All
Share
Strongest trading day:
19
343,689 shares on january 19, 2012
Designated
Sponsors
M.M. Warburg & CO
KGaA, Hamburg
Close Brothers
Seydler Bank AG,
Frankfurt a.M.
+++ Average daily trading volume 2012: 36.358 shares
mybet Holding SE Performance 2012
Shares
Class of shares
Registered
ordinary shares
with no par value
+++
mybet
SDAX
Source: Xetra
1.50 €
1.40 €
5,000
1.30 €
1.20 €
1.10 €
4,000
Jan. Feb. MarchApril May June July Aug. Sept. Oct. Nov. Dec.
Shares
The shares of mybet Holding SE performed positively in 2012. Gaining
29.3 percent, the appreciation in value over 2012 exceeded that of the
SDAX, the leading index for small-cap shares in Germany, which improved
by 18.7 percent over the year.
and reached a year-low of EUR 1.02 in June. Only as confidence in the
regulatory progress with the German gaming market grew did the shares regain momentum in the course of the second half. The trading price touched a year-high of EUR 1.55 on December 20, 2012 following the
announcement that the casino and poker licence for Schleswig-Holstein
had been received.
The leading global index for companies in the games and gambling industry, the S-Network Global Gaming Index (Ticker: WAGR), equally grew by
only 19.8 percent over the period under review. This despite the fact that
mybet shares started the year with a rather mixed performance. Although
there was sound growth to as high as EUR 1.28 in the first few weeks, the
trading price was unable to shake off the market’s general sideways trend
The average trading volume in 2012 was 36,358 shares. The bulk of trading took place at the traditional stock exchange locations Xetra (57
percent) and Frankfurt (22 percent). 13 percent of the share volume was
traded over the “Tradegate” system in 2012 and six percent via other offexchange platforms (OTC, over the counter). Some two percent of the total
trading volume was handled by the regional stock exchanges in Stuttgart,
121
01/12
Casino & Poker
Munich, Berlin, Hamburg and Düsseldorf. The Bloomberg Fragmentation
Score (BFS) for 2012 was 0.608 points. This scoring scale ranges from 0
to 1: the higher the score, the more fragmented trading is. If the score is
closer to 1, the shares are traded at an above-average number of locations. If it is closer to 0, it is traded at relatively few locations.
Trading fragmentation in 2012
Bloomberg Fragmentation Score: 0,608
Source: Bloomberg
XETRA 57%
Regional stock exchanges 2.2%
Frankfurt 21.7%
Total OTC 6.3%
Tradegate 12.8%
Investor Relations
The investor relations activities of mybet Holding SE seek to achieve
transparent, ongoing, prompt communication with the capital market
participants. mybet sets great store by reporting on the one hand on
strategic and financial aspects of its business activity, and on the other
hand on individual market developments as well as on the principles of
sound corporate governance. In the 2012 financial year the IR Department joined forces with the Management Board in holding numerous
individual meetings with analysts and institutional investors. mybet
122
also presented itself to a broad target group at the Small & Mid Cap
Conference of the DVFA in the early part of the year, and at the Equity
Forum in autumn 2012. Roadshows took the Management Board and IR
to venues in Germany, Austria and Switzerland. With the change of name
from JAXX to mybet, the holding company’s Internet presence was completely revamped. The website www.mybet-se.com is aimed primarily
at interested investors and shareholders who want to gain a full initial
impression of the mybet Group’s business model. When redesigning the
site, the priorities were clarity, easy-to-find key information and an extensive choice of IR-relevant documents.
Shares
mybet milestones
1986
Founding of ANYBET GMBH (formerly Designgruppe Transparent)
2006
Takeover of the Maltese sports betting provider QED
Ventures Ltd. (mybet.com)
1997
Founding of JAXX GmbH (formerly E.I.P. Entertaining
Interactive Productions GmbH)
2006
Establishment of JAXX UK Ltd. in the UK
1998
Launch of JAXX.de, Germany’s first internet lottery agency
2007
Launch of JAXX.com, the international gaming portal
of the JAXX Group
1999
IPO of JAXX AG
2008
Takeover of pferdewetten.de AG (formerly SPORTWETTEN.DE AG)
2000
Acquisition of the Austrian company JAXX GmbH, Lustenau
(formerly Interjockey.com horsebet GmbH)
2008
FLUXX AG is renamed JAXX AG
2000
Takeover of the telephone betting agency fluxx.com
Telewette GmbH
2010
Conversion of JAXX AG into a European Company
(Societas Europaea; SE)
2004
Takeover of the syndicates provider DSM Lottoservice GmbH
2012
Sale of lottery operations and of the JAXX brand
2004
fluxx.com Aktiengesellschaft is renamed FLUXX AG
2012
mybet receives one of the first sports betting licences
in Schleswig-Holstein
2005
Takeover of the Spanish lottery agent DigiDis S.L.
2012
Change of name from JAXX AG to mybet Holding SE
123
01/12
Casino & Poker
Financial calendar 2013
Imprint
March 28, 2013
Publication of the 2012 accounts
Copyright 2013
mybet Holding SE, Kiel
May 8, 2013
Publication of the first-quarter report
Concept and editor
May 16, 2013
Shareholders' Meeting in Kiel
New Communication GmbH & Co. KG,
Werbe- und Marketingagentur, Kiel
August 18, 2013
Publication of the first-half report
Dr. Ronald Reichert
November 7, 2013
Publication of the nine-month report
11. – 13. November 11-13, 2013
Analysts Meeting at the Equity Forum
in Frankfurt am Main
Stefan Zenker, mybet Holding SE
Design and layout
New Communication GmbH & Co. KG,
Werbe– und Marketingagentur, Kiel
Photos
Cover: © Ersler Dmitry – panthermedia.net
mybet Holding SE; Panthermedia.net
Fortuna Düsseldorf
Carsten Heidmann
Production
ppa. bumann, print– & produktionsagentur,
Rendsburg
Business address
mybet Holding SE
Jägersberg 23
24103 Kiel
Tel. +49 40 8537 880
Fax +49 040 8537 8840
[email protected]
Investor Relations & Corporate Communications
Stefan Zenker
Tel. +49 40 8537 880
[email protected]
http://www.mybet-se.com
124
Shares
Die erstklassige Wette!
Dein Einsatz für den Klassenerhalt
Wir als premiumPARTNER von Fortuna sind stolz auf diese Mannschaft! Wir glauben
fest an den Klassenerhalt – so fest, dass wir Dir die „erstklassige Wette“ anbieten.
Setze auf den Klassenerhalt der Fortuna und gewinne. Sollte es wider Erwarten doch
nicht klappen, ist dein Wetteinsatz trotzdem nicht verloren! Denn dann spendet mybet
den finanziellen Erlös direkt an die Jugendarbeit der Fortuna, so dass unser Team wieder
ganz oben mitspielt.
www.fortuna-bleibt-erstklassig.de
Die
Unterstützer-Kampagne von mybet
125
www.mybet-se.com

We pack a - mybet Holding SE

Transcription

Similar documents

mybet Holding SE

Majority of bank customers in Germany do research

mybet - Annual Report 2015

ANNUAL REPORT AAREAL BANK AG 2005

motive - Studio Hamburg GmbH

der zielpfosten entscheidet! - Turf

Annual Report 2000

Colm Toolan DIP ARCH, B A Lebenslauf

the art of smart data - Investor Relations Center