(TTR) 32Red PLC

Current trading

Revenues for January and February 2010 are up 10% on the corresponding period in 2009 with strong active player levels and encouraging recruitment of new players. The Company remains watchful of economic indicators but believes the potential of and strength in the brand can be further successfully exploited in 2010.

Commenting on the results Ed Ware, Chief Executive Officer, said:

"Our strong recovery in the second half of 2009 was principally the result of successful recruitment and retention of new players at attractive costs underlining the strength of the 32Red brand and the effectiveness of our marketing activity. We will continue to increase marketing spend, particularly expanding our profile through TV advertising. This will be supported by other cost effective marketing opportunities such as the ongoing sponsorship of Swansea City Football Club."

10 March 2010

32Red plc Tel: +350 20049395

Ed Ware, CEO Jon Hale, Finance Director
College Hill Tel: +44 (0) 20 7457 2020

Matthew Smallwood Jamie Ramsay
Numis Securities Tel: +44 (0) 20 7260 1200

Chris Wilkinson; Corporate Broking Michael Meade; NOMAD

Chairman's Statement

I am pleased to set out below my review of the Directors' Report and Consolidated Financial Statements of 32Red Plc ("the Company") for the year ended 31 December 2009.

Financial review

Net Gaming Wins for the full year of 2009 were £12.75m and marginally behind the previous year (2008: £12.96m). However, closer inspection of the results reveals two distinctly different performances during the first and second halves of 2009. Second half revenues in 2009 represent a record high for a six month trading period for the Company and are in marked contrast to the trading performance delivered in the first half of the year when revenues declined by 11% against the same period in 2008.

Revenues (£000s) H1 2009 H2 2009 2009 H1 2008 H2 2008 2008

Casino 5,219 6,319 11,538 6,030 5,674 11,704
Poker 492 479 971 548 504 1,052
Bingo and other 128 115 243 - 207 207
5,839 6,913 12,752 6,578 6,385 12,963

The strong recovery during the second half of 2009 was led by the 32Red Casino which grew revenues by 21% when compared with the first half of the year and by 11% over the corresponding period in 2008. Overall it was an encouraging recovery and underlines the importance of the Company's flagship operation - the 32Red Casino - which remains crucial to the success of the overall business. Our continued efforts to improve operational effectiveness and optimising our marketing activities, coupled with the withdrawal of the 32Vegas online casino website by William Hill on 4 August 2009, are in the Board's view significant factors in the improvement in 32Red's performance over the second half of the year. The move by William Hill and the Company's return to strong growth fully supports the Board's commitment to taking action in order to protect 32Red's valuable intellectual property.

The strong recovery in the second half of the year, along with 32Red's return to growth, has resulted in a clean EBITDA* of £1.2m (2008: £1.8m) and operating profit before share option costs and exceptional items for the year of £0.9m (2008: £1.5m).

Exceptional items of £0.1m (2008: £nil) represent expenses incurred during the year in respect of the ongoing litigation detailed below. Profit after taxation and after exceptional items totalled £0.5m (2008: £1.3m) for the Group. The Company has strengthened its balance sheet during the year and cash balances totalled £1.7m at 31 December 2009 (31 December 2008: £0.9m). The Board does not recommend the payment of a dividend for the financial year ended 31 December 2009 (2008: nil).

Litigation

During the year, 32Red initiated legal proceedings against three William Hill companies ("William Hill") in respect of the online casino, 32Vegas. The directors believe that the name 32Vegas infringes various 32Red registered trademarks and other intellectual property rights. 32Red issued a claim in the High Court of Justice on 4 March 2009 and this claim was served on 3 July 2009. Subsequent to service of the claim, William Hill changed the 32Vegas website, casino and brand in a move that was welcomed by 32Red.

In respect of the claim, William Hill filed a defence and counterclaim on 11 August 2009 denying liability and challenging the validity of the 32Red trademarks. A court hearing has been set for October 2010 and the Board will update shareholders as appropriate. 32Red has always registered and protected its valuable trade marks and is fully prepared to defend their validity in the courts if necessary.

Strategy

Further to progress being made in specific areas of business development and along with action being taken to protect the intellectual property, brand and identity of 32Red, the Board is committed to increasing significantly the marketing investment in 32Red during 2010. This makes 2010 an important year and although the spectre of economic uncertainty remains, we are confident that 32Red can further improve recruitment and retention with cost-effective campaigns.

The continued quality and stability offered by Gibraltar and its licensing and regulatory environment remains one of the bedrocks for the 32Red business. The Board believes that the PLC status of the Company may become a significant factor if and when 32Red decides to make additional applications to licensing authorities for gaming licences in Europe and beyond.

While 32Red will continue to focus on its core casino business, we will also test the marketability of our emerging products as well as utilising these services to retain players and limit leakage of 32Red customers to rival operators.

Acquisitions

On 15 February 2010, the Company announced that it had acquired the assets of two European-focused online casinos. The acquisition of the business assets of Nedplay casino (www.nedplay.com) from Floryntia Play Group NV was completed on 21 January 2010 and the acquisition of the assets of Golden Lounge casino (www.goldenlounge.com) from Golden Lounge Limited was completed on 12 February 2010.

The business assets acquired in both cases comprise of the player database, software agreements, the domain names and other intellectual property that were purchased for nominal considerations. The sole liabilities assumed by 32Red through these acquisitions are in respect of player balances and total £0.1m.

Both transactions were compelling and similar in many ways. The integration of both casinos into our platform has progressed smoothly and quickly. The Golden Lounge and Nedplay casinos have historically focused on European territories away from the UK and therefore sit well alongside the 32Red casino which continues to be a UK-centric operation. The Company will apply its award-winning levels of player support, operational discipline and marketing to both brands in the coming months, ahead of evaluating the total number of brands operated by 32Red Plc.

32Red named 'Casino of the Decade'

I am delighted to announce that the 32Red Online Casino recently received the award of 'Casino of the Decade' by independent watchdog and player advocate, Casinomeister. This significant award recognises the level of care and attention the 32Red team have consistently delivered over a number of years. This level of excellence continues to be a strong focus for the management team as 32Red develops more scale and depth.

I would like to take this opportunity to congratulate and thank all our employees for their continued hard work and commitment during 2009.

Current Trading and Outlook

Trading in 2010 to date has been strong across the Company's portfolio with revenues (excluding acquisitions) for the first two months of the year up 10% on the same period in 2009. The sector continues to evolve quickly and the Board continues to monitor corporate opportunities as the industry consolidates. The Board looks forward to a successful and exciting year.

David Fish QC

Chairman, 32Red Plc

The year ended 31 December 2009 was certainly a 'game of two halves' for 32Red with a strong recovery in the second half of the year partially making up for the tough trading conditions experienced earlier in the year. A number of factors have contributed to the strong H2 recovery but as commented on already by the Chairman in his report, the continued focus on improving all aspects of the 32Red player experience along with the withdrawal of the 32Vegas brand by William Hill on 4 August 2009 are believed to be significant factors in the return to strong growth for 32Red in the latter half of the year. William Hill continue to deny that the use of the 32Vegas brand infringed 32Red's trade marks.

Net gaming wins for the 32Red business totalled £12.75m in 2009 (2008: £12.96m) with Casino revenues once again dominating the Group's trading and representing some 90% of total Company revenues (2008: 90%).

32Red Casino Key Performance Indicators

32Red Casino 2009 2008 2007

Net gaming wins (000s) £11,538 £11,704 £8,996
Active players 25,187 21,808 18,992
New players 19,117 15,567 14,586
Yield per active player £458 £537 £474
Cost per acquisition £95 £119 £137

Recruitment of new casino players is now accelerating more steeply and a record 19,117 new casino players were attracted to 32Red during the year (2008: 15,567). Our marketing channels continue to be closely managed and we remain confident that our activities deliver a respectable return on investment, particularly our television advertising spend. Cost per acquisition of new casino players has been driven down to just £95 in 2009 (2008: £119) which is a result of constantly optimising campaigns and taking value for money marketing opportunities as they arise. These activities depend upon, and benefit from, the strength of the 32Red brand, its excellent reputation and distinguished identity. This cost-effective recruitment of new customers, along with continued targeted direct marketing campaigns, resulted in 25,187 active casino players in the year, up 15% on 2008.

The impressive growth in both active players and new players is partially offset by a reduction in player yields, which continue to come under pressure but are again strong in comparison to other operators. This is in no small way due to the excellent level of player support and service provided to players at 32Red. The management team will continue to focus on retaining high-roller players during 2010 although it is possible that external economic factors may yet have a disproportionate effect on this type of player.

Other products

32Red Poker operations have generated revenues of £1.0m in the year (2008: £1.1m). The Board continues to evaluate all aspects of the poker market and believes that recent moves to attempt to restrict those operators still accepting illegal bets from the US may lead to a more level playing field but timings are very difficult to gauge.

32Red Bingo operations generated £0.2m of revenue in the year (2008: £0.2m). Results from the initial marketing campaign were encouraging, confirming our belief that the 32Red brand sits comfortably as a bingo proposition and has some potential. With a re-launched website imminent, marketing spend on Bingo in 2010 will steadily increase and be supported by a new television campaign from the second Quarter of 2010 onwards.

32Redbet, the 32Red sportsbook offering was launched on 15 December 2009 in conjunction with the Global Betting Exchange's iBroker product. The Board believes that the sportsbetting service is a valuable addition to the 32Red suite of products and provides a degree of protection against existing 32Red players spending time with rival sportsbetting operators (who may also offer casino games). Once fully integrated into the 32Red wallet, the product will be marketed in advance of notable betting opportunities, including the soccer World Cup in the summer. The iBroker platform enables the Company to operate the sportsbook on a no-risk basis with the ability to hedge through the Betdaq betting exchange seamlessly. Importantly, where opportunities arise, 32Red has the ability to manage the risk, and to offer specialized markets designed to attract new customers to 32Red in a different way.

32Red Rummy was launched on 7 July 2009 and offers its existing players the chance to play one of the world's best-known and compelling card games. Rummy provides the Company with the opportunity to reach a new audience and is also presently being integrated into the 32Red central wallet.

32Red Spreadbet, a platform for financial spread betting and contracts for difference (CFDs) was launched on 9 March 2009. 32Red Spreadbet is the result of a partnership with CMC Spreadbet Plc and CMC Markets UK Plc, both of whom are authorised and regulated by the Financial Services Authority. The partnership offers 32Red customers access to a multitude of financial markets around the globe.

Investments

As reported at the interim stage, the Company made two significant investments in 2009:-

Investment in marketing

32Red is main sponsor of leading Championship football team, Swansea City, and is delighted with the notable success enjoyed so far this season by the Club. On behalf of everyone at 32Red, I would like to take this opportunity to wish Swansea every success with its push for promotion this season.

32Red also launched a UK television advertising campaign in 2009 and the resulting impressive recruitment of new players justifies an increased investment in this area during 2010.

Investment in new technology

The Company invested in a direct marketing solution that facilitates a more detailed segmentation of our player databases and will improve the effectiveness of our communications. The platform has been fully tested and was integrated in the last quarter of 2009. 32Red also successfully rolled out an automated bonus system tailored to meet the requirements of 32Red players. Both investments are aimed at further improving the 32Red player experience which we believe will result in even higher retention levels.

These investments in technology along with some re-structuring across the business have enabled the Company to implement a range of cost savings that will reduce overheads by approximately £400,000 per annum.

Edward Ware, Chief Executive Officer 32Red Plc

32Red Plc Consolidated Income Statement for the year ended 31 December 2009
Notes

£ £
Net gaming wins 3 12,751,934 12,963,134
Cost of sales (8,967,379) (8,563,765)
Gross Profit 3,784,555 4,399,369
Administrative expenses (2,574,958) (2,632,547)
EBITDA before share option costs and 1,209,597 1,766,822

exceptional items
Share option costs (219,318) (199,365)
Depreciation and amortisation (329,234) (288,130)
Exceptional items 4 (121,163) -
Operating profit 2 539,882 1,279,327
Finance income 5 3,258 74,353
Finance costs 5 (12,954) (86,539)
Profit on ordinary activities before taxation 530,186 1,267,141
Tax on ordinary activities (450) (450)
Profit for the year 529,736 1,266,691

Earnings per share (p)
Basic 6 0.76 1.83
Diluted 6 0.71 1.72

Consolidated Statement of Comprehensive Income For the year ended 31 December 2009

Profit and total comprehensive income for the 529,736 1,266,691

year

32Red Plc Consolidated Statement of Changes in Equity for the year ended 31 December 2009
Equity attributable to equity holders of 32Red Plc
Share Share Share options reserve Retained earnings Total
capital premium Equity
£ £ £ £ £

Balance at 1 January 2008 137,950 14,161,825 176,552 (16,582,511) (2,106,184)
Profit and total comprehensive income for the year - - - 1,266,691 1,266,691
Share options lapsed - - (5,056) 5,056 -
Share options charge - - 199,365 - 199,365
Share options exercised 800 9,200 (38,372) 38,372 10,000
Balance 31 December 2008 138,750 14,171,025 332,489 (15,272,392) (630,128)

Profit and total comprehensive income for the year - - - 529,736 529,736
Shares options lapsed - - (121,726) 121,726 -
Share options charge - - 219,318 - 219,318
Share options exercised 60 690 (21,597) 21,597 750

Balance 31 December 2009 138,810 14,171,715 408,484 (14,599,333) 119,676

32Red Plc Consolidated Balance Sheet as at 31 December 2009
Notes 2009 2008
£ £

Assets Non-current
Intangible assets 8 315,675 195,532
Property, plant and equipment 9 179,698 299,428
495,373 494,960

Current
Other receivables 217,515 326,097
Cash and cash equivalents 1,706,372 909,615
1,923,887 1,235,712

Total assets 2,419,260 1,730,672

Equity Equity attributable to shareholders of 32Red Plc
Called up share capital 138,810 138,750
Share premium 14,171,715 14,171,025
Share option reserve 408,484 332,489
Retained earnings (14,599,333) (15,272,392)
Total equity 119,676 (630,128)

Current liabilities
Social security and other taxes 248,529 438,056
Bank loan due within one year 250,000 250,000
Trade and other payables 1,801,055 1,672,744
Total liabilities 2,299,584 2,360,800

Total equity and liabilities 2,419,260 1,730,672

32Red Plc Consolidated Statement of Cash Flows for the year ended 31 December 2009

£ £

Operating activities
Profit for the year 529,736 1,266,691
Interest adjustments 9,696 12,186
Amortisation 132,233 66,983
Depreciation 197,001 221,148
Change in trade and other receivables 108,582 554,117
Change in trade and other payables (61,216) (2,901,655)
Share options charge 219,318 199,365
1,135,350 (581,165)

Investing activities
Additions to other intangible assets (252,376) (91,777)
Additions to property, plant and equipment (87,269) (57,258)
Disposal of property, plant and equipment 9,998 -
Interest received 3,258 74,353
(326,389) (74,682)

Financing activities
Share options exercised 750 10,000
Proceeds from borrowings 500,000 900,000
Repayment of borrowings (500,000) (650,000)
Interest paid (12,954) (86,539)
(12,204) 173,461

Cash and cash equivalents, beginning of period 909,615 1,392,001
Net increase/(decrease) in cash and cash equivalents 796,757 (482,386)
Cash and cash equivalents, end of period 1,706,372 909,615

Notes:

1 Accounting policies

The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union and issued by the International Accounting Standards Board ('IASB'). These accounting policies comply with each IFRS that is mandatory for accounting periods commencing on or after 1 January 2009. The financial statements have been prepared under the historical cost convention and on a going concern basis.

2 Operating result 2009 2008
£ £

This is stated after charging:

Auditor's remuneration - audit fees 41,250 41,250
- 7,000 7,315

taxation
- 6,889 -

liquidation of subsidiary

Depreciation of owned property, plant and equipment 197,001 221,148
Amortisation of other intangible assets 132,233 66,983
Operating lease rentals 24,461 24,461
Share options charge 219,318 199,365
Foreign exchange losses 110,059 59,136

Amortisation and depreciation are charged to administrative expenses.

3 Segment information

Business segment

Performance can be analysed by business segment as follows:

£ £

Casino
Net gaming wins 11,537,717 11,703,908

Segmental gross profit before marketing 5,343,822 5,887,386

costs Poker
Net gaming wins 971,059 1,052,343

Segmental gross profit before marketing costs 390,449 494,273

Bingo
Net gaming wins 243,158 206,883

Segmental gross profit before marketing 90,874 55,030

costs Consolidated
Net gaming wins 12,751,934 12,963,134

Gross profit before marketing costs 5,825,145 6,436,689
Marketing costs (2,040,590) (2,037,320)
Administrative expenses (3,123,510) (3,120,042)
Exceptional items (121,163) -
Operating profit 539,882 1,279,327

Aggregate marketing costs and administrative expenses have not been split between the business segments as this information is not reported to the Board of Directors. Aggregate net assets are split between the business segments as follows:

£ £

Casino
Other receivables 203,917 318,089
Cash and cash equivalents 1,630,972 884,568
Trade and other payables (1,718,417) (1,365,883)
116,472 (163,226)

Poker
Other receivables 2,500 2,206
Cash and cash equivalents 61,677 25,047
Trade and other payables (50,915) (90,878)
13,262 (63,625)

Bingo
Other receivables - 5,802
Cash and cash equivalents 24,820 -
Trade and other payables (31,723) (22,490)
(6,903) (16,688)

Sports book
Trade and other payables - (193,493)
- (193,493)

Consolidated net assets 122,831 (437,032)
Other non-current assets 495,374 494,960
Social security and other taxes (248,529) (438,056)
Bank loan (250,000) (250,000)
119,676 (630,128)

Non-current assets, "employee tax obligations" and bank loans have not been split between business segments as this information is not reported to the Board of Directors.

Geographical segment

The Group's net gaming wins are divided into the following geographical areas by customer location:

£ £

Net gaming wins by geographical market
UK & Ireland 9,449,458 9,450,327
Europe 1,943,737 1,402,103
Rest of the World 1,358,739 2,110,704
12,751,934 12,963,134

All non-current assets were located in Gibraltar at 31 December 2009 and 31 December 2008.

4 Exceptional item

£ £
Legal and other costs associated with ongoing litigation 121,163 -

During the year, 32Red initiated legal proceedings against three William Hill companies ("William Hill") in respect of the online casino, 32Vegas. The directors believe that the name 32Vegas infringes various 32Red registered trade marks and other intellectual property rights. 32Red issued a claim in the High Court of Justice on 4 March 2009 and this claim was served on 3 July 2009. Subsequent to service of the claim, William Hill has changed the 32Vegas website name, a move that was welcomed by 32Red. Exceptional items relate to legal and other expenses incurred during the ongoing litigation dispute with William Hill.

5 Finance income and costs

The following amounts have been included in the income statement for the reporting periods presented:

£ £

Interest income from short
term deposits 74,353
3,258

Interest paid on loans
86,539
12,954

6 Earnings per share

Basic earnings per share has been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the relevant financial periods.

The weighted average number of shares used for basic earnings per share amounted to 69,381,904 shares (2008: 69,174,315).

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to the outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

Net profit attributable to ordinary shares £529,736 £1,266,691

Weighted average number of ordinary shares:
for basic earnings 69,381,904 69,174,315
for diluted earnings 74,264,867 73,757,291

Basic earnings per share 0.76p 1.83p

Diluted earnings per share 0.71p 1.72p

Weighted average number of ordinary shares for basic earnings 69,381,904 69,174,315
Weighted average options and 4,882,963 4,582,976

warrants
Weighted average number of ordinary shares for diluted 74,264,867 73,757,291

earnings

7 Taxation 2009 2008
£ £

Analysis of charge in period

Current tax:

Tax on profit on ordinary activities 450 450

The Company has been granted tax exempt status under the Companies (Taxation and Concessions) Act . Under the terms of such status an annual charge of £450 is payable to the Government of Gibraltar. Provided the Company complies with the necessary criteria, payment of such charges will satisfy the company's tax obligation in Gibraltar in relation to the year ended 31 December 2009.

£ £

Profit before taxation 530,186 1,267,141
Less : tax exempt profit (530,186) (1,267,141)
Taxable profit - -

Tax exempt fee 450 450
Tax charge 450 450

The Group has UK tax losses of approximately £nil (2008: £5.2m) available to offset against future taxable profits in the UK.

8 Intangible assets
Website Development Software Licence Total
£ £ £

Cost
At 1 January 2008 210,905 180,020 390,925
Additions 53,978 37,799 91,777
At 31 December 2008 264,883 217,819 482,702
Additions 28,932 223,444 252,376
At 31 December 2009 293,815 441,263 735,078

Amortisation
At 1 January 2008 128,383 91,804 220,187
Provided during the year 45,641 21,342 66,983
At 31 December 2008 174,024 113,146 287,170
Provided during the year 21,218 111,015 132,233
At 31 December 2009 195,242 224,161 419,403

Net book value
At 31 December 2009 98,573 217,102 315,675
At 31 December 2008 90,859 104,673 195,532

9 Property, plant and equipment
Motor Vehicles Computer Leasehold Total
and Office Equipment Improvements
£ £ £ £

Cost
At 1 January 2008 132,795 915,447 46,696 1,094,938
Additions - 25,838 31,420 57,258
At 31 December 2008 132,795 941,285 78,116 1,152,196
Additions - 87,269 - 87,269
Disposals (24,995) - - (24,995)
At 31 December 2009 107,800 1,028,554 78,116 1,214,470

Depreciation
At 1 January 2008 66,543 546,840 18,237 631,620
Provided during the year 26,559 180,187 14,402 221,148
At 31 December 2008 93,102 727,027 32,639 852,768
Charge for the year 19,912 161,466 15,623 197,001
Disposals (14,997) - - (14,997)
At 31 December 2009 98,017 888,493 48,262 1,034,772

Net book value
As at 31 December 2009 9,783 140,061 29,854 179,698
As at 31 December 2008 39,693 214,258 45,477 299,428

10 Post balance sheet events

On 21 January 2010 the Group acquired the trade and assets of Nedplay casino from Floryntia Play Group NV. On 12 February 2010 the Group acquired the trade and assets of Golden Lounge casino from Golden Lounge Limited. The business assets acquired in both cases comprise of the player database, software agreements, the domain names and other intellectual property that were purchased for a nominal consideration. The sole liabilities assumed by the Group are in respect of player balances and total £115,000. At the present time, the directors consider that it is not practical to provide a more detailed analysis of the valuation of the assets acquired and this will be disclosed in the next reporting period.

On 26 February 2010, the Company received approval from the Supreme Court of Gibraltar to effect a special resolution passed by shareholders at the Extraordinary General Meeting held on 15 April 2009. This resolution allows the Company to reduce its share premium account to a nil balance and offset the amount by which the Company's share premium account is reduced against retained losses.

11 Publication of Non-Statutory Accounts

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined under Gibraltar company law.

The summarised consolidated balance sheet at 31 December 2009 and the summarised consolidated income statement, summarised consolidated statement of comprehensive income, summarised consolidated statement of changes in equity, summarised consolidated statement of cash flows and associated notes for the year then ended have been extracted from the Group's 2009 statutory financial statements upon which the auditor's opinion is unqualified and unmodified.

Those financial statements have not yet been delivered to the registrar of companies.

This information is provided by RNS The company news service from the London Stock Exchange

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