The Intertain Group Limited
TSX : IT
OTCQX : ITTNF

The Intertain Group Limited

May 10, 2016 16:05 ET

Intertain Announces First Quarter 2016 Financial Results, Update on Process to Enhance Shareholder Value

Record Profits and Cash Flow Generated: 70 Cents of Operating Cash Flow Per Share in Q1 2016

TORONTO, ONTARIO--(Marketwired - May 10, 2016) - The Intertain Group Limited ("Intertain" or the "Company") (TSX:IT)(OTCQX:ITTNF) today announced its financial results for the three months ended March 31, 2016. All amounts are stated in Canadian dollars unless otherwise noted.

Financial Highlights:

3 months ended
March 31, 2016
($000's)
3 months ended
March 31, 2015
($000's)
Revenue 128,526 32,792
Operating cash flow 52,221 7,085
Operating cash flow per share(1) $0.70 $0.19
Net income/(loss) 9,964 (26,161)
Adjusted EBITDA(2) 55,109 9,989
Adjusted Net Income(2) 46,041 8,623
Net income/(loss) per share(1) $0.14 $(0.80)
Adjusted Net Income per share(1)(2) $0.62 $0.25

Q1 Financial and Subsequent Corporate Highlights

  • Significantly Increased Q1 Revenue Year Over Year
    • Jackpotjoy generated revenues of $87.4 million in Q1 2016, representing 20% growth year over year on a constant currency basis.
    • Vera&John generated revenues of $25.3 million in Q1 2016, representing 53% growth year over year on a constant currency basis.
    • Mandalay generated revenues of $11.4 million in Q1 2016, representing 9% growth year over year on a constant currency basis.

  • Generated Record Profits and Cash Flow
    • $10 million net income, and Adjusted Net Income(2) of $46 million after non-cash and one-time items are excluded.
    • 70 cents of operating cash flow per share(1) and 43 cents of net cash flow per share(1) generated in Q1 2016.
    • 95% conversion rate from Adjusted EBITDA(2) to operating cash flow.
(1) Per share figures are calculated on a diluted weighted average basis using the IFRS treasury method.
(2) This release contains non-IFRS financial measures, which are noted where used. For additional details, including with respect to the reconciliations from these non-IFRS financial measures, please refer to the information under the heading "Adjusted EBITDA and Adjusted Net Income for the Three Months Ended March 31, 2016" on pages 3 - 4 of this release.
  • Successfully Migrated and Re-Launched InterCasino
    • The InterCasino brand was successfully migrated and re-launched in April and is now based on Intertain's proprietary Plain Gaming platform.
    • The Plain Gaming platform is currently integrated with more than 30 game providers, offering over 1,000 web games and 400 mobile games.
    • More than 50% of Plain Gaming's current revenue is generated by mobile, a key growth target for Intertain.
    • In addition to leveraging a proprietary platform and increasing both the content offering and mobile access for customers, Intertain will be able to reduce costs as it will lessen the amount it pays in licensing fees to third-party suppliers.

"Intertain continues to outperform our expectations," said John Kennedy FitzGerald, President and CEO of Intertain. "We remain focused on the execution of our plans in order to continue to deliver great results and value to our shareholders."

Update on Intertain's Special Committee Process to Enhance Shareholder Value

The Special Committee is continuing to work with Canaccord Genuity, its financial advisor, and Osler, Hoskin & Harcourt, its independent legal advisor in the consideration of third party proposals to acquire all of the shares or material business units of Intertain. In recent weeks, some parties have made preliminary offers in that regard. Other parties have been conducting due diligence following the execution of nondisclosure agreements and have received management presentations. The Special Committee is evaluating all proposals on an ongoing basis and expects to provide a further update no later than the end of June.

In parallel with these ongoing discussions and in order to ensure that the Special Committee has explored the broadest range of potential value enhancing alternatives, the Special Committee has retained Credit Suisse to advise on potential advantageous scenarios including a possible migration of Intertain to a European jurisdiction and greater exposure to European capital markets. The Special Committee is receiving advice from appropriate experts and professionals on the issues relating to such scenarios, and expects to provide further updates as this analysis progresses.

The Special Committee is also progressing in its search for a new Chief Executive Officer and Chairman of the Board of Directors of the Company (the "Board"), as well as additional independent directors and has met several Europe-based candidates in connection with these positions. The credentials along with the industry experience of these candidates is impressive and the Special Committee is well advanced with the recruitment of both the Chief Executive Officer and Chairman of the Board and has also identified several prospective Europe-based independent board members with whom further discussions will be held.

David Danziger, Chairman of the Board commented, "the Board considers the Company to be significantly undervalued and is actively exploring all options to correct this. We are pleased by the considerable interest shown by third parties in pursuing a value enhancing strategic transaction with Intertain. Similarly, if we conclude that a sale is not the most advantageous option for the business, we are confident that we will have a talented management team to drive the strategy of Intertain going forward, particularly with the prospect of a potential migration of Intertain and increased exposure of Intertain to European capital markets. We continue to progress all strategic options with the objective of timely identification of the best alternative. Of course, the excellent financial results we have announced further confirm the strength and continued growth of Intertain's main businesses and the value we believe can be unlocked for the benefit of our shareholders."

Adjusted EBITDA and Adjusted Net Income for the Three Months Ended March 31, 2016(3)

3 months ended
March 31, 2016
($000's)
3 months ended
March 31, 2015
($000's)
Net income/(loss) for the period 9,964 (26,161)
Interest expense, net 16,403 2,466
Taxes 390 (20)
Amortization 25,498 8,438
EBITDA 52,255 (15,277)
Share-based compensation 586 1,950
Fair value adjustments for contingent consideration(4) 3,286 -
Independent Committee related expenses 3,326 -
Gain on cross currency swap (7,918) -
Transaction related costs(5) 2,549 24,291
Foreign exchange 1,025 (975)
Adjusted EBITDA(6) 55,109 9,989
Net income/(loss) for the period 9,964 (26,161)
Share-based compensation 586 1,950
Fair value adjustments for contingent consideration(4) 3,286 -
Independent Committee related expenses 3,326 -
Gain on cross currency swap (7,918) -
Transaction related costs(5) 2,549 24,291
Foreign exchange 1,025 (975)
Amortization of acquisition related purchase price intangibles 25,293 8,399
Accretion 7,930 1,119
Adjusted Net Income(7) 46,041 8,623
Net income/(loss) per share(1) $0.14 $(0.80)
Adjusted Net Income per share(1) $0.62 $0.25
(3) This release contains non-IFRS financial measures, which are noted where used. These non-IFRS financial measures are used because management believes that they provide additional useful information regarding ongoing operating and financial performance. Readers are cautioned that the non-IFRS financial measures are not recognized measures under IFRS, do not have standardized meanings prescribed by IFRS, and should not be considered in isolation or construed to be alternatives to revenues and net income (loss) and comprehensive income (loss) for the period determined in accordance with IFRS or as indicators of performance, liquidity or cash flows. Our method of calculating these measures may differ from the method used by other entities. Accordingly, our measures may not be comparable to similarly titled measures used by other entities or in other jurisdictions.
(4) Fair value adjustments for contingent consideration relates to the Jackpotjoy business segment.
(5) Transaction related costs consist of legal, professional, underwriting, due diligence, and other direct costs/fees associated with transactions contemplated or completed by Intertain, as well as acquisition related bonuses paid to management. The decrease in transaction related costs in comparison with the same three-month period in 2015 relates to the fact that the Company has not completed any acquisitions in the first quarter of 2016.
(6) Adjusted EBITDA, as defined by the Company, is income before interest expense (net of interest income), income taxes, amortization, share-based compensation, independent committee related expenses, impairment charges, gain on cross currency swap, debt settlement expense, fair value adjustments on contingent consideration, transaction related costs and foreign exchange. Management believes that Adjusted EBITDA is another important indicator of the issuer's ability to generate liquidity through operating cash flow to service outstanding debt and fund acquisition earn-out payments and uses this metric for such purpose. The exclusion of amortization, share-based compensation, and impairment charges eliminates the non-cash impact and the exclusion of debt settlement expense, gain on cross currency swap, fair value adjustments on contingent consideration, transaction related costs, independent committee related expenses and foreign exchange eliminates items which management believes are non-operational.
(7) Adjusted Net Income, as defined by the Company, means net income plus or minus items of note that management may reasonably quantify and believes will provide the reader with a better understanding of the Company's underlying business performance. Adjusted Net Income is calculated by adjusting Net Income for share-based compensation, independent committee related expenses, amortization on acquisition related purchase price intangibles, transaction related costs, foreign exchange, accretion, gain on cross currency swap, debt settlement expense, and fair value adjustments on contingent consideration. The exclusion of amortization, share-based compensation, accretion and impairment charges eliminates the non-cash impact and the exclusion of debt settlement expense, fair value adjustments on contingent consideration, transaction related costs, gain on cross currency swap, independent committee related expenses and foreign exchange eliminates items which management believes are non-operational. Management believes that Adjusted Net Income is an important indicator of the issuer's ability to generate liquidity through operating cash flow to service outstanding debt and fund acquisition earn-out payments and uses this metric for such purpose. Adjusted Net Income is also considered by some investors and analysts for the purpose of assisting in valuing a company.

2016 Full Year Financial Guidance

Intertain is confirming its previously announced 2016 full year financial guidance provided in its earnings release on March 9, 2016, for the quarter ended March 31, 2016, with no changes to the ranges provided nor any material changes to the assumptions used to determine the guidance.

2016 First Quarter Financial Statements and Management's Discussion and Analysis

The financial statements, notes to the financial statements and Management's Discussion and Analysis for the three months ended March 31, 2016 will be available on SEDAR at www.sedar.com as well as Intertain's website at www.intertain.com.

2016 First Quarter Conference Call

A conference call to discuss Intertain's first quarter 2016 results will be held on May 10, 2016 at 5:30pm ET. John Kennedy FitzGerald, President and CEO of Intertain, and Keith Laslop, CFO of Intertain, will host the call. David Danziger, Chairman of Intertain, will join Mr. FitzGerald and Mr. Laslop for a question-and-answer session that will follow the presentation.

To participate, interested parties are asked to dial (647) 788-4919 or (877) 291-4570 10 minutes prior to the scheduled start of the call. A replay of the conference call will be available until May 24, 2016 by dialing (800) 585-8367 or (416) 621-4642 and using reference number 99841855. A transcript will also be made available on Intertain's website.

About The Intertain Group Limited

Intertain is an online gaming holding company that, through its operating subsidiaries, provides entertainment to global consumer base in which such subsidiaries operate. Intertain currently offers bingo-led gaming and casino to its customers using the InterCasino www.intercasino.com, Costa www.costabingo.com, Vera&John www.verajohn.com, Jackpotjoy www.jackpotjoy.com and jackpotjoy.se, and Botemania www.botemania.es brands. For more information about Intertain, please visit www.intertain.com.

Cautionary Note Regarding Forward-Looking Information

This release contains certain information and statements that may constitute "forward-looking information" within the meaning of Canadian securities laws. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "estimates", "projects", "predicts", "targets", "seeks", "intends", "anticipates", or "believes" or the negative of such words or other variations of or synonyms for such words, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance, achievements or developments to be materially different from those anticipated by the Company and expressed or implied by the forward-looking statements. Forward-looking information contained in this release includes, but is not limited to, statements with respect to the Company's future financial performance, the future prospects of the Company's business and operations, the expected cost savings relating to the migration and re-launch of the InterCasino brand, the strategic review process, the Company's growth opportunities and the execution of its growth strategies.
These statements reflect the Company's current expectations related to future events or its future results, performance, achievements or developments, and future trends affecting the Company. All such statements, other than statements of historical fact, are forward-looking information. Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, but not limited to, the ability of the Company to secure, maintain and comply with all required licenses, permits and certifications to carry out business in the jurisdictions in which it currently operates or intends to operate; governmental and regulatory actions, including the introduction of new laws or changes in laws (or the interpretation thereof) related to online gaming; general business, economic and market conditions; the competitive environment; the expected growth of the online gaming market and potential new market opportunities; anticipated and unanticipated costs; the protection of the Company's intellectual property rights; the Company's ability to successfully integrate and realize the benefits of its completed acquisitions; and the ability of the Company to obtain additional financing, if, as and when required. Such statements could also be materially affected by risks relating to the lack of available and qualified personnel or management; stock market volatility; taxation policies; competition; foreign operations; the Company's limited operating history; and the Company's ability to access sufficient capital from internal or external sources. The foregoing risk factors are not intended to represent a complete list of factors that could affect the Company. Additional risk factors are discussed in the Company's annual information form dated March 30, 2016 under the heading "Risk Factors". Although the Company has attempted to identify important factors that could cause actual results, performance, achievements or developments to differ materially from those described in forward-looking statements, there may be other factors that cause actual results, performance, achievements or developments not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results, performance, achievement or developments are likely to differ, and may differ materially, from those expressed in or implied by the forward-looking information contained in this release.
Accordingly, readers should not place undue reliance on forward-looking information. While subsequent events and developments may cause the Company's expectations, estimates and views to change, the Company does not undertake or assume any obligation to update or revise any forward-looking information, except as required by applicable securities laws. The forward-looking information contained in this release should not be relied upon as representing the Company's expectations, estimates and views as of any date subsequent to the date of this release. The forward-looking information contained in this release is expressly qualified by this cautionary statement.

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