UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30,
2008
|
Commission file number
0-28572
.
|
|
|
OPTIMAL
GROUP INC.
|
(Exact name
of registrant as specified in its charter)
|
|
|
|
|
Canada
|
98-0160833
|
(State or
other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation or organization)
|
Identification No.)
|
|
|
|
|
3500 de
Maisonneuve Blvd. West, Suite 800,
|
(514)
738-8885
|
Montreal, Quebec, Canada, H3Z 3C1
|
|
(Address of
principal executive offices and postal code)
|
(Registrant
telephone number, including area code)
|
|
|
|
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
|
Yes
x
No
o
|
|
|
|
|
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act (Check
one):
|
|
|
|
|
|
|
Large
Accelerated filer
o
|
Accelerated
filer
x
|
Non-accelerated filer
o
|
Smaller
reporting company
o
|
|
|
(Do not
check if a smaller reporting company)
|
|
|
|
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Securities Exchange Act of
1934).
|
Yes
o
No
x
|
|
|
|
|
At August 1, 2008, the
registrant had 25,829,090 common shares designated as Class
“A” shares (without nominal or par value)
outstanding.
|
|
|
|
|
|
|
|
|
OPTIMAL GROUP INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Financial Statements of
(Unaudited)
OPTIMAL GROUP INC.
Periods ended June 30, 2008 and 2007
(expressed in U.S. dollars)
OPTIMAL GROUP INC.
Consolidated Financial Statements
(Unaudited)
Periods ended June 30, 2008 and 2007
(expressed in U.S. dollars)
Financial Statements
|
Consolidated Balance
Sheets
|
4
|
|
Consolidated Statements of
Operations and Comprehensive Loss
|
5
|
|
Consolidated Statements of
Shareholders’ Equity
|
6
|
|
Consolidated Statements of
Cash Flows
|
7
|
|
Notes to Consolidated
Financial Statements
|
8
|
OPTIMAL GROUP INC.
|
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
June
30, 2008 and December 31, 2007
|
|
|
|
|
(expressed in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
June
30,
|
December
31,
|
|
|
2008
|
|
2007
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash
and cash equivalents
|
$
|
51,000
|
$
|
47,193
|
Cash
held as reserves
|
|
5,768
|
|
6,869
|
Short-term investments
|
|
2,383
|
|
12,477
|
Short-term investments held as reserves
|
|
1,795
|
|
1,710
|
Settlement assets
|
|
1,402
|
|
4,715
|
Accounts and other receivables
|
|
19,367
|
|
18,513
|
Inventories
|
|
15,954
|
|
3,103
|
Income taxes receivable and refundable investment tax
credits
|
|
576
|
|
4,169
|
Prepaid expenses and deposits
|
|
1,403
|
|
1,958
|
Future income taxes
|
|
876
|
|
714
|
|
|
|
100,524
|
|
101,421
|
|
|
|
|
|
Restricted cash (note 7 (a))
|
|
19,183
|
|
19,183
|
Property and equipment
|
|
5,597
|
|
4,670
|
Goodwill
|
|
36,026
|
|
66,210
|
Intangible assets
|
|
77,817
|
|
86,858
|
Future income taxes
|
|
–
|
|
6,200
|
Other asset
|
|
–
|
|
5,739
|
|
|
|
|
|
|
$
|
239,147
|
$
|
290,281
|
Liabilities and Shareholders' Equity
|
|
|
|
|
Current liabilities:
|
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
52,978
|
$
|
47,083
|
Customer reserves and security deposits
|
|
19,233
|
|
21,324
|
Income taxes payable
|
|
7,681
|
|
7,251
|
Future income taxes
|
|
1,124
|
|
1,270
|
|
|
|
81,016
|
|
76,928
|
|
|
|
|
|
Future income taxes
|
|
10,886
|
|
11,648
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
Share capital
|
|
210,741
|
|
211,998
|
Warrants
|
|
2,696
|
|
2,696
|
Additional paid-in capital
|
|
32,798
|
|
29,561
|
Deficit
|
|
(97,506)
|
|
(41,066)
|
Accumulated other comprehensive loss
|
|
(1,484)
|
|
(1,484)
|
|
|
|
147,245
|
|
201,705
|
Contingencies (note 7)
Subsequent event (note 17)
|
|
|
|
|
|
$
|
239,147
|
$
|
290,281
|
|
|
See accompanying notes
to unaudited consolidated financial statements.
|
|
|
|
|
|
|
OPTIMAL GROUP INC.
|
|
Consolidated Statements of Operations and Comprehensive
Loss
|
|
(Unaudited)
|
|
|
|
Periods ended June 30, 2008 and 2007
|
|
(expressed in thousands of U.S. dollars, except per
share amounts)
|
|
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|
2008
|
2007
|
2008
|
2007
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
41,578
|
$
|
28,042
|
$
|
72,829
|
$
|
58,108
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
Transaction processing and cost of sales
|
|
26,668
|
|
18,096
|
|
46,063
|
|
36,769
|
Selling, general and administrative
|
|
13,705
|
|
5,803
|
|
26,285
|
|
13,474
|
Amortization of intangibles pertaining to transaction
processing and cost of sales
|
|
4,832
|
|
3,227
|
|
9,596
|
|
6,336
|
Amortization of equipment pertaining to cost of
sales
|
|
832
|
|
-
|
|
1,661
|
|
–
|
Amortization of equipment pertaining to selling, general
and administrative
|
|
337
|
|
316
|
|
642
|
|
650
|
Stock-based compensation pertaining to selling, general
and administrative
|
|
1,880
|
|
30
|
|
2,451
|
|
6,027
|
Research and development
|
|
1,155
|
|
601
|
|
2,750
|
|
1,264
|
Operating leases
|
|
540
|
|
282
|
|
960
|
|
514
|
Impairment of goodwill (note 4)
|
|
29,097
|
|
-
|
|
29,097
|
|
-
|
|
|
|
|
|
|
|
|
|
Loss before undernoted item
|
|
(37,468)
|
|
(313)
|
|
(46,676)
|
|
(6,926)
|
|
|
|
|
|
|
|
|
|
Investment income
|
|
243
|
|
1,576
|
|
689
|
|
3,477
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income tax provision and
non-controlling interest
|
|
(37,225)
|
|
1,263
|
|
(45,987)
|
|
(3,449)
|
|
|
|
|
|
|
|
|
|
Income tax provision
|
|
11,169
|
|
106
|
|
10,453
|
|
887
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before non-controlling
interest
|
|
(48,394)
|
|
1,157
|
|
(56,440)
|
|
(4,336)
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
-
|
|
-
|
|
-
|
|
(159)
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings and comprehensive (loss)
income
|
$
|
(48,394)
|
$
|
1,157
|
$
|
(56,440)
|
$
|
(4,495)
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares:
|
|
|
|
|
|
|
|
|
Basic
|
|
25,852,211
|
|
23,854,507
|
|
25,910,169
|
|
23,853,710
|
Plus impact of stock options and warrants
|
|
-
|
|
542,407
|
|
-
|
|
617,135
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
25,852,211
|
|
24,396,914
|
|
25,910,169
|
|
24,470,845
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
(1.87)
|
$
|
0.05
|
$
|
(2.18)
|
$
|
(0.19)
|
Diluted
|
|
(1.87)
|
|
0.05
|
|
(2.18)
|
|
(0.19)
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated
financial statements.
|
|
|
|
|
|
|
|
|
|
|
OPTIMAL GROUP INC.
|
Consolidated Statements of Shareholders’
Equity
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
|
(expressed in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accu-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
mulated
|
|
|
|
|
|
|
|
|
|
Addi-
|
|
|
|
other
|
|
|
|
|
|
|
|
|
|
tional
|
|
|
|
compre-
|
|
|
|
Class “A” shares
|
|
|
|
paid-in
|
|
|
|
hensive
|
|
|
|
Number
|
|
Dollars
|
|
Warrants
|
|
capital
|
|
Deficit
|
|
loss
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
25,983,148
|
$
|
211,998
|
$
|
2,696
|
$
|
29,561
|
$
|
(41,066)
|
$
|
(1,484)
|
$
|
201,705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of shares pursuant to stock buyback program
(note 5)
|
(154,058)
|
|
(1,257)
|
|
–
|
|
786
|
|
–
|
|
–
|
|
(471)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation (note 8)
|
–
|
|
–
|
|
–
|
|
2,451
|
|
–
|
|
–
|
|
2,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
–
|
|
–
|
|
–
|
|
–
|
|
(56,440)
|
|
–
|
|
(56,440)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2008
|
25,829,090
|
$
|
210,741
|
$
|
2,696
|
$
|
32,798
|
$
|
(97,506)
|
$
|
(1,484)
|
$
|
147,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
23,849,090
|
$
|
202,252
|
$
|
–
|
$
|
23,169
|
$
|
(4,555)
|
$
|
(1,484)
|
$
|
219,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds
|
10,708
|
|
52
|
|
–
|
|
–
|
|
–
|
|
–
|
|
52
|
Ascribed value
|
–
|
|
55
|
|
–
|
|
(55)
|
|
–
|
|
–
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation (note 8)
|
–
|
|
–
|
|
–
|
|
6,027
|
|
–
|
|
–
|
|
6,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
–
|
|
–
|
|
–
|
|
–
|
|
(4,495)
|
|
–
|
|
(4,495)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2007
|
23,859,798
|
$
|
202,359
|
$
|
–
|
$
|
29,141
|
$
|
(9,050)
|
$
|
(1,484)
|
$
|
220,966
|
|
|
See accompanying notes to unaudited consolidated
financial statements.
|
OPTIMAL GROUP INC.
|
Consolidated Statements of Cash Flows
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars)
|
|
|
Three months ended
June 30,
|
Six months ended
June 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) operating
activities:
|
|
|
|
|
|
|
|
|
Net (loss) earnings
|
$
|
(48,394)
|
$
|
1,157
|
$
|
(56,440)
|
$
|
(4,495)
|
Adjustments for items not affecting cash:
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
-
|
|
-
|
|
-
|
|
159
|
Amortization
|
|
6,001
|
|
3,543
|
|
11,899
|
|
6,986
|
Gain on settlement of litigation
|
|
-
|
|
(1,612)
|
|
-
|
|
(1,612)
|
Impairment of goodwill
|
|
29,097
|
|
-
|
|
29,097
|
|
-
|
Future income taxes
|
|
11,730
|
|
(421)
|
|
10,637
|
|
(997)
|
Stock-based compensation
|
|
1,880
|
|
30
|
|
2,451
|
|
6,027
|
Foreign exchange
|
|
(15)
|
|
(108)
|
|
(21)
|
|
(138)
|
Net change in operating assets and liabilities (note
11 (a))
|
|
2,877
|
|
(22,295)
|
|
(418)
|
|
(45,584)
|
|
|
|
3,176
|
|
(19,706)
|
|
(2,795)
|
|
(39,654)
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) financing
activities:
|
|
|
|
|
|
|
|
|
Repurchase of Class "A" shares
|
|
(148)
|
|
-
|
|
(471)
|
|
-
|
Proceeds from exercise of RSUs in OPIL
|
|
-
|
|
-
|
|
-
|
|
58
|
Proceeds from issuance of Class "A" shares
|
|
-
|
|
34
|
|
-
|
|
52
|
Decrease in bank indebtedness
|
|
-
|
|
-
|
|
-
|
|
(8,581)
|
|
|
|
(148)
|
|
34
|
|
(471)
|
|
(8,471)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) investing
activities:
|
|
|
|
|
|
|
|
|
Purchase of equipment and intangible assets
|
|
(2,063)
|
|
(976)
|
|
(3,380)
|
|
(2,058)
|
Proceeds from maturity of short-term
investments
|
|
4,318
|
|
5,138
|
|
10,094
|
|
71,621
|
Decrease in long-term receivables
|
|
-
|
|
27
|
|
368
|
|
362
|
Repurchase of OPIL shares
|
|
-
|
|
-
|
|
-
|
|
(16,463)
|
Transaction costs
|
|
-
|
|
(6)
|
|
-
|
|
(1,748)
|
|
|
|
2,255
|
|
4,183
|
|
7,082
|
|
51,714
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash
equivalents during the period
|
|
15
|
|
108
|
|
(9)
|
|
155
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash
equivalents
|
|
5,298
|
|
(15,381)
|
|
3,807
|
|
3,744
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of
period
|
|
45,702
|
|
123,047
|
|
47,193
|
|
103,922
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
$
|
51,000
|
$
|
107,666
|
$
|
51,000
|
$
|
107,666
|
|
Supplemental cash flow information (note 11)
|
|
See accompanying notes to unaudited consolidated
financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
These consolidated financial statements have been prepared by management
in accordance with Canadian generally accepted accounting principles
(“GAAP”). The unaudited consolidated balance sheet as at June 30, 2008, the
unaudited consolidated statements of operations and comprehensive loss and cash flows
for the periods ended June 30, 2008 and 2007 and the unaudited consolidated statements
of shareholders’ equity for the periods ended June 30, 2008 and 2007 reflect all
adjustments which, in the opinion of management, are necessary to present a fair
statement of the results of the interim periods. These interim consolidated financial
statements follow the same accounting policies and methods of their application as
described in note 4 to the annual audited consolidated financial statements for
the year ended December 31, 2007, except as described in note 2 below. The
interim consolidated financial statements do not include all disclosures required for
annual financial statements and should be read in conjunction with the most recent
annual audited consolidated financial statements of Optimal Group Inc. (“the
Company”) as at and for the year ended December 31, 2007.
The Company’s revenues and expenses are subject to seasonal
variations. The results of operations and cash flows for any quarter are not
necessarily indicative of the results or cash flows for an entire year.
All amounts in the attached notes are unaudited unless otherwise
specifically identified.
2.
|
Changes in accounting policies:
|
|
(a)
|
New accounting policies:
|
Effective January 1, 2008, the Company adopted the Canadian Institute of
Chartered Accountants ("CICA") Handbook Section 1535,
Capital
Disclosures
, CICA Handbook Section 3862,
Financial Instruments - Disclosure
, and
CICA Handbook Section 3863,
Financial Instruments -
Presentation.
The sectionsrelate to disclosure and
presentation only and did not have an impact on the Company’s financial results
(refer to notes 12 and 13).
Effective January 1, 2008, the Company also adopted CICA Handbook
Section 3031,
Inventories
, which
replaces Section 3030 and harmonizes the Canadian standards related to inventories with
International Financial Reporting Standards ("IFRS"). This section provides changes to
the measurement and more extensive guidance on the determination of cost, including
allocation of overhead; narrows the permitted cost formulas; and expands the disclosure
requirements to increase transparency. The adoption of this standard did not have a
significant impact on the consolidated financial statements.
Inventories are measured at the lower of cost and net realizable value.
At June 30, 2008, inventories consist of raw materials of $15,369 and finished goods of
$585.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
2.
|
Changes in accounting policies
(continued):
|
|
(b)
|
Future accounting policies:
|
In February 2008, the CICA issued Section 3064,
Goodwill and Intangible Assets
, which will
replace Section 3062,
Goodwill and Other Intangible
Assets,
and Section 3450,
Research
and Development Costs
. The standard provides guidance on the
recognition of intangible assets in accordance with the definition of an asset and the
criteria for asset recognition, as well as clarifying the application of the concept of
matching revenues and expenses, whether these assets are separately acquired or
internally developed. This standard applies to interim and annual financial statements
relating to fiscal years beginning on or after October 1, 2008. The adoption of this
standard is not expected to have a significant impact on the Company’s financial
results.
In 2005, the Accounting Standards Board of Canada announced that
accounting standards in Canada are to converge with International Financial Reporting
Standards ("IFRS"). In February 2008, the CICA confirmed the change over date from
current Canadian GAAP to IFRS to be January 1, 2011. While IFRS uses a conceptual
framework similar to Canadian GAAP, there are significant differences in accounting
policies which must be addressed. The Company has not yet fully assessed the future
impact of these new standards on the consolidated financial statements.
3.
|
Business acquisitions 2007:
|
|
(a)
|
Optimal Acquisition Inc.:
|
On February 23, 2007, Optimal Acquisition Inc. completed the acquisition
of all of the outstanding shares held by non-controlling shareholders of Optimal
Payments (Ireland) Limited for $16,463, which as of that date became a wholly-owned
subsidiary of the Company. As a result of the acquisition, non-controlling interest is
no longer recorded in the consolidated financial statements. The transaction was
accounted for using the purchase method.
On November 7, 2007, the Company completed its previously announced
acquisition of substantially all of the assets of Wow Wee Limited, a privately-held
Hong Kong-based developer, marketer and supplier of technology-based, consumer robotic,
toy and entertainment products, as well as substantially all of the assets of WowWee
Marketing, Inc., with offices in California, and Wow Wee Group Company, with
offices in Canada (collectively, “WowWee”). WowWee Marketing, Inc. and Wow
Wee Group Company were service providers to Wow Wee Limited in the operation of
its business. The Company believes that the acquisition will provide the WowWee
business with greater financial and operational resources to grow both in North America
and internationally, and that the Company will be able to build upon the existing
consumer-focused franchise of the business, by capitalizing on its corporate brands
through the development of a cross-platform entertainment media strategy.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
3.
|
Business acquisitions 2007
(continued):
|
|
(b)
|
Wow Wee Limited (continued):
|
The total purchase price was $60,421, consisting of a cash consideration
of $46,570, the issuance of 2,169,197 Class
"
A
"
shares with a fair value of $10,000, 820,000 warrants to purchase
820,000 Class
"
A
"
shares having an estimated fair value of $2,696 and transaction costs of
approximately $1,155. The warrants have an exercise price of $5.56 per share and are
exercisable for a period of seven years.
The acquisition was accounted for using the purchase method, and the
results of WowWee were consolidated with those of the Company from the date of
acquisition. The Company has allocated the purchase price on a preliminary basis to the
assets acquired and the liabilities assumed based on management’s best estimate
of their fair values and taking into account all relevant information available at that
time. Since the Company is still in the process of finalizing the valuation of certain
intangible assets and other assets acquired and liabilities assumed at the date of
acquisition, the allocation of the purchase price is subject to change. The Company
expects to finalize the allocation of the purchase price by the end of 2008. The
following table presents the estimated fair value of the assets purchased and
liabilities assumed from WowWee on November 7, 2007.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
3.
|
Business acquisitions 2007
(continued):
|
|
(b)
|
Wow Wee Limited
(continued):
|
|
|
|
Assets acquired:
|
|
|
Cash and cash equivalents
|
$
|
483
|
Accounts receivable
|
|
9,722
|
Inventories
|
|
5,568
|
Income tax receivable
|
|
2,966
|
Prepaid expenses and deposits
|
|
771
|
Property and equipment
|
|
1,991
|
Customer relationships
|
|
21,171
|
Intellectual property
|
|
5,520
|
Tradename
|
|
14,797
|
Goodwill
|
|
36,028
|
|
|
|
99,017
|
|
|
|
|
|
Liabilities assumed:
|
|
|
|
Accounts payable and accrued liabilities
|
|
32,301
|
|
Future income taxes
|
|
6,295
|
|
|
|
38,596
|
|
|
|
|
|
Net assets acquired
|
$
|
60,421
|
|
|
|
|
|
Consideration:
|
|
|
Cash
|
$
|
46,570
|
2,169,197 Class "A" shares
|
|
10,000
|
Warrants
|
|
2,696
|
Transaction costs
|
|
1,155
|
|
|
|
Total purchase price
|
$
|
60,421
|
Goodwill recorded in connection with this transaction is not expected to
be deductible for tax purposes.
The fair value of the warrants was estimated using the Black-Scholes
model using the following assumptions: exercise price $5.56, share price $5.48,
volatility 56%, risk-free rate 3.74%, and dividend yield 0%.
During the six-month period ended June 30, 2008, the Company reduced the
goodwill on acquisition by $1,085 to record fair value adjustments as at the date of
acquisition for accounts receivable ($1,427), property and equipment ($466) and
accounts payable and accrued liabilities ($124).
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
4.
|
Goodwill and other intangible assets:
|
June 30, 2008
|
|
Gross
|
|
|
|
|
carrying
|
|
Accumulated
|
|
Net book
|
|
|
amount
|
|
amortization
|
|
value
|
|
|
|
|
|
|
|
Goodwill
|
$
|
36,026
|
$
|
–
|
$
|
36,026
|
|
|
|
|
|
|
|
Customer relationships and service agreements
|
|
86,482
|
|
31,598
|
|
54,884
|
ISO/ISA relations
|
|
7,180
|
|
2,821
|
|
4,359
|
Intellectual property
|
|
5,520
|
|
1,227
|
|
4,293
|
Tradename
|
|
14,798
|
|
1,972
|
|
12,826
|
Other
|
|
6,688
|
|
5,233
|
|
1,455
|
|
|
120,668
|
|
42,851
|
|
77,817
|
|
|
|
|
|
|
|
|
$
|
156,694
|
$
|
42,851
|
$
|
113,843
|
December 31, 2007
|
|
Gross
|
|
|
|
|
carrying
|
|
Accumulated
|
|
Net book
|
|
|
amount
|
|
amortization
|
|
value
|
|
|
|
|
|
|
|
Goodwill
|
$
|
66,210
|
$
|
–
|
$
|
66,210
|
|
|
|
|
|
|
|
Customer relationships and service agreements
|
|
86,482
|
|
25,502
|
|
60,980
|
ISO/ISA relations
|
|
7,180
|
|
2,308
|
|
4,872
|
Intellectual property
|
|
5,520
|
|
307
|
|
5,213
|
Tradename
|
|
14,798
|
|
493
|
|
14,305
|
Other
|
|
6,134
|
|
4,646
|
|
1,488
|
|
|
120,114
|
|
33,256
|
|
86,858
|
|
|
|
|
|
|
|
|
$
|
186,324
|
$
|
33,256
|
$
|
153,068
|
At December 31, 2007, the net book value of goodwill was $66,210, of
which $37,113 related to the consumer robotic, toy and entertainment products segment
and $29,097 related to the payment processing segment. Goodwill in the payment
processing segment at December 31, 2007 was net of impairment charges of $22,552
provided for in 2007.
As discussed in note 3 (b), goodwill in the consumer robotic, toy and
entertainment products segment was reduced by $1,085 during the six-month period ended
June 30, 2008, as a result of fair value adjustments to certain assets and liabilities
at the date of acquisition.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
4.
|
Goodwill and other intangible assets
(continued):
|
At June 30, 2008, the Company tested goodwill for impairment in the
payment processing segment as the Company determined that there was a more likely than
not expectation that a significant portion, or this entire segment, would be sold over
the course of the next 12 months. As a result of this analysis, the goodwill in the
segment was determined to be impaired since the estimated fair value to be realized as
proceeds from transactions would be less than the carrying value of the segment
including goodwill. As a result, the Company recorded a non-cash goodwill impairment
loss of $29,097 in the second quarter of 2008 in the payment processing segment. The
balance of goodwill at June 30, 2008 relates entirely to the Company’s consumer
robotic, toy and entertainment products segment. Refer to note 17.
On November 6, 2007, the Board of Directors renewed the stock buyback
program authorizing the Company to purchase up to 5% of its outstanding Class "A"
shares. The Company may purchase the Class "A" shares on the open market through the
facilities of the Nasdaq Stock Market over the course of 12 months commencing November
21, 2007 and ending November 20, 2008. All shares purchased under the stock buyback
program will be cancelled. During the six months ended June 30, 2008, 154,058 Class "A"
shares having a book value of $1,257 have been repurchased for a total consideration of
$471. The excess of the book value of the shares over the purchase price, in the amount
of $786, was added to the additional paid-in capital.
6.
|
Stock options and warrants:
|
The Company has a stock option plan that provides for the granting of
options to employees and directors for the purchase of the Company’s Class "A"
shares to be issued from treasury. Options may be granted by the Board of Directors for
terms of up to ten years. The Board of Directors establishes the exercise period,
vesting terms and other conditions for each grant at the grant date. The maximum number
of shares that may be issued under the plan is 9,000,000. Options may be granted with
exercise prices at the then current market price.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
6.
|
Stock options and warrants
(continued):
|
|
(a)
|
Optimal Group Inc.
(continued):
|
Details of outstanding stock options are as follows:
|
|
|
Weighted
|
|
|
|
average
|
|
|
|
exercise
|
|
Number of
|
|
price
|
|
options
|
|
per share
|
|
|
|
|
Options outstanding December 31, 2007
|
5,538,541
|
$
|
6.26
|
|
|
|
|
Expired/cancelled
|
(34,000)
|
|
6.34
|
|
|
|
|
Options outstanding June 30, 2008
|
5,504,541
|
$
|
6.26
|
During the six-month period ended June 30, 2008, no options were
granted.
As at June 30, 2008, 5,504,541 stock options could potentially dilute
basic earnings per share in the future. They were not included in the computation of
diluted earnings per share because to do so would have been anti-dilutive for the
period ended June 30, 2008.
The following table summarizes information about the options outstanding
and exercisable at June 30, 2008:
Options outstanding
|
Options exercisable
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
average
|
|
|
|
Weighted
|
|
|
|
Weighted
|
|
|
remaining
|
|
|
|
average
|
|
|
|
average
|
|
|
contractual
|
|
|
|
exercise
|
|
|
|
exercise
|
Exercise
|
|
life
|
|
|
|
price per
|
|
|
|
price per
|
price/share
|
|
(years)
|
|
Number
|
|
share
|
|
Number
|
|
share
|
|
|
|
|
|
|
|
|
|
|
|
$7.10
|
|
5.83
|
|
3,840,041
|
$
|
7.10
|
|
3,840,041
|
$
|
7.10
|
$9.36
|
|
3.47
|
|
37,500
|
|
9.36
|
|
12,500
|
|
9.36
|
$4.21
|
|
6.38
|
|
1,627,000
|
|
4.21
|
|
–
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,504,541
|
$
|
6.26
|
|
3,852,541
|
$
|
7.11
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
6.
|
Stock options and warrants
(continued):
|
|
(a)
|
Optimal Group Inc. (continued):
|
At June 30, 2008, there are 820,000 warrants outstanding, exercisable at
$5.56 per share. These warrants expire in November 2014 and 50% are exercisable in
November 2008 and the balance is exercisable in November 2009. All of these warrants
could potentially dilute basic earnings per share in the future. The warrants were not
included in the computation of diluted earnings per share because to do so would have
been anti-dilutive for the period ended June 30, 2008.
Details of the stock options outstanding under the Terra Payments Inc.
plan as at June 30, 2008 are as follows:
U.S. dollar exercise price
|
Canadian dollar exercise price
|
|
|
Weighted average
|
|
|
Exercise price
|
|
exercise price
|
|
Number
|
per share
|
Number
|
per share
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
134,113
|
$
|
7.43
|
140,709
|
$
|
8.26
|
|
|
|
|
|
|
|
Expired/cancelled
|
–
|
|
–
|
(18,604)
|
|
4.83
|
|
|
|
|
|
|
|
Balance, June 30, 2008
|
134,113
|
$
|
7.43
|
122,105
|
$
|
8.78
|
All of these options were fully vested.
These options expire on various dates up to April 2009.
The 134,113 options outstanding with a U.S. dollar exercise price of
$7.43 have a remaining contractual life of 0.75 year as at June 30, 2008.
As at December 31, 2007, there were 21,978 warrants outstanding, which
expired in March 2008.
There are 256,218 Terra options that could potentially dilute basic
earnings per share in the future that were not included in the computation of diluted
earnings per share because to do so would have been anti-dilutive for the period ended
June 30, 2008.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
|
(a)
|
As previously announced, immediately
following the enactment of the Unlawful Internet Gambling Enforcement
Act of 2006 ("the Act") on October 13, 2006, the Company’s then
majority-owned subsidiary, OPIL, ceased to process settlement
transactions originating from United States consumers. This represented
a substantial portion of its revenues derived from processing
transactions from online gambling. The Company is exposed to adverse
consequences as a result of possible enforcement proceedings,
governmental investigations or lawsuits initiated against it in
jurisdictions where online gambling is or becomes restricted or
prohibited.
|
Following announcements by the U.S. Attorney’s Office in the
Southern District of New York relating to its investigation of the U.S. Internet
gambling industry, the Company announced on May 8, 2007 that it has initiated
discussions with the U.S. Attorney’s Office in the Southern District of New York
and is in the process of responding to a voluntary request for information issued by
the U.S. Attorney’s Office. In connection with such ongoing investigation, the
Company announced on May 11, 2007 that it had received a copy of warrants of seizure
issued by the U.S. Attorney’s Office against funds of certain payment processors
that were on deposit with two U.S. banks. These funds included $19,183 on deposit to
the credit of Company affiliates. The total amount seized of $19,183 is presented as
restricted cash on the consolidated balance sheets. No provision has been recorded by
the Company for this matter because the outcome of these discussions and the amount of
loss, if any, are not currently determinable.
While best estimates have been used for reporting financial statement
items subject to measurement uncertainty, management considers that it is possible that
changes in future conditions in the near term could require a material change in the
recognized amounts of certain assets and liabilities. “Near term” is
considered to be within one year from the date of the financial statements.
|
(b)
|
Optimal Payments Inc. has received a
request for information from the U.S. Attorney’s office in the
Eastern District of New York pertaining to its former involvement in
processing transactions for Internet pharmacies. Optimal Payments Inc.
is currently in discussions with that Office relating to those
processing activities. No provision has been recorded by Optimal
Payments Inc. for this matter because the outcome of these discussions
and the amount of loss, if any, are not determinable.
|
|
(c)
|
The Company is party to litigation
arising in the normal course of operations. The Company does not expect
the resolution of such matters to have a material adverse effect on its
financial position or results of operations. However, the results of
legal proceedings cannot be predicted with certainty. Should the
Company fail to prevail in any of these legal matters or should several
legal matters be resolved against the Company in the same reporting
period, the consolidated operating results of a particular reporting
period could be materially adversely affected.
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
7.
|
Contingencies (continued):
|
|
(d)
|
In the sale or other disposition of
assets out of the ordinary course of business, in addition to possible
indemnification relating to failure to perform covenants and breach of
representations and warranties, the Company might agree to indemnify
the buyer against claims from its past conduct of its business.
Typically, the term and amount of such indemnification will be limited
by agreement. No provision has been made in these financial statements
with respect to this item as the Company does not expect to make any
payments for these items and the standby liability is
nominal.
|
8.
|
Stock-based compensation:
|
Stock-based compensation expenses in the consolidated statements of
operations was comprised of:
|
|
Three months ended
|
|
Six months
ended
|
|
|
June 30,
|
|
June
30
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
Expense related to options granted in 2004 amended in
2008
|
$
|
1,356
|
$
|
–
|
$
|
1,356
|
$
|
–
|
Expense related to options granted in 2006
|
|
17
|
|
30
|
|
73
|
|
60
|
Expense related to options granted in 2007
|
|
507
|
|
–
|
|
1,022
|
|
–
|
Expense related to OPIL restricted share unit
plan
|
|
–
|
|
–
|
|
–
|
|
5,967
|
|
|
|
|
|
|
|
|
|
|
$
|
1,880
|
$
|
30
|
$
|
2,451
|
$
|
6,027
|
In June 2008, the shareholders approved a modification to the expiry
date of 3,840,041 options exercisable at $7.10 per share from April 29, 2009 to April
29, 2014. Since these options were vested at the date of modification, the incremental
value of $1,356 of the fair value of the modified option over the value of the old
option immediately before its terms were modified was expensed in the quarter ended
June 30, 2008.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
The income tax provision differs from the amount computed by applying
the combined Canadian federal and Québec provincial tax rates to earnings before
income taxes. The reasons for the difference and the related tax effects are as
follows:
|
|
Three
months ended
|
|
Six months
ended
|
|
|
June
30,
|
|
June
30
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes and non-controlling
interest
|
$
|
(37,225)
|
$
|
1,263
|
$
|
(45,987)
|
$
|
(3,449)
|
|
|
|
|
|
|
|
|
|
Combined Canadian federal and provincial income taxes at
31% (2007 - 32%)
|
$
|
(11,502)
|
$
|
404
|
$
|
(14,210)
|
$
|
(1,105)
|
Foreign exchange
(1)
|
|
(477)
|
|
(1,152)
|
|
(226)
|
|
(1,290)
|
Change in valuation allowance
|
|
(277)
|
|
1,285
|
|
391
|
|
1,539
|
Difference in tax rates in foreign
jurisdictions
|
|
323
|
|
(280)
|
|
1,021
|
|
(311)
|
Stock-based compensation not deductible
|
|
582
|
|
10
|
|
759
|
|
1,930
|
Impairment of goodwill not deductible
|
|
8,991
|
|
–
|
|
8,991
|
|
–
|
Amortization of other asset
|
|
5,739
|
|
–
|
|
5,739
|
|
236
|
Write-off of previously recognized future income tax
assets
|
|
7,582
|
|
–
|
|
7,582
|
|
–
|
Permanent differences and other
|
|
208
|
|
(161)
|
|
406
|
|
(112)
|
|
|
|
|
|
|
|
|
|
Income tax provision
|
$
|
11,169
|
$
|
106
|
$
|
10,453
|
$
|
887
|
|
(1)
|
For purposes of calculating the
income tax provision of the Company, a tax liability (recovery) is
recognized on foreign exchange gains or losses which arise on the
conversion into Canadian dollars of the net monetary assets denominated
in U.S. dollars; such conversion is required for tax purposes. As these
financial statements are presented in U.S. dollars, these foreign
exchange gains or losses do not impact (loss) earnings before income
taxes, even though the income tax provision would include a tax effect
for these items. Future fluctuations in the foreign exchange rate
between the Canadian and U.S. dollar will change the amount of the
foreign exchange gains or losses and, thus, the provision for income or
recovery taxes thereon.
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
9.
|
Income taxes (continued):
|
The provision for income taxes is composed of the following:
|
Three months ended June 30,
|
Six months ended June 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Current income taxes
|
$
|
(561)
|
$
|
527
|
$
|
(184)
|
$
|
1,884
|
Future income taxes
|
|
11,730
|
|
(421)
|
|
10,637
|
|
(997)
|
|
|
|
|
|
|
|
|
|
|
$
|
11,169
|
$
|
106
|
$
|
10,453
|
$
|
887
|
As a result of the goodwill impairment loss relating to the payment
processing segment referred to in note 4, the Company also amortized $5,739 of the
other (tax) asset as a future tax expense in the second quarter of 2008, representing
the remaining portion of this asset that was realized at June 30, 2008. In addition,
the Company wrote off $7,582 of previously recognized future tax assets that no longer
met the criteria for recognition.
10.
|
Segmented information:
|
As of November 7, 2007, as a result of the acquisition of the assets of
WowWee as discussed in note 3 (b), the Company operates in two segments: the
consumer robotic, toy and entertainment products segment and the payment processing
segment.
Comparative figures have been reclassified to conform with this new
presentation.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
10.
|
Segmented information (continued):
|
|
(a)
|
Information on the
operating segments is as follows:
|
|
|
Consumer
|
|
|
|
|
robotic, toy
and
|
|
|
|
|
entertainment
|
Payment
|
|
|
|
products
|
processing
|
Unallocated
|
Consolidated
|
|
|
|
|
|
|
|
|
|
Three-month period ended June 30,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
15,486
|
$
|
26,092
|
$
|
–
|
$
|
41,578
|
|
|
|
|
|
|
|
|
|
Transaction processing and cost of sales
|
|
10,750
|
|
15,918
|
|
–
|
|
26,668
|
Selling, general and administrative
|
|
6,123
|
|
7,456
|
|
126
|
|
13,705
|
Research and development
|
|
657
|
|
498
|
|
–
|
|
1,155
|
Operating leases
|
|
237
|
|
303
|
|
–
|
|
540
|
|
|
(2,281)
|
|
1,917
|
|
(126)
|
|
(490)
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
45
|
|
17
|
|
1,818
|
|
1,880
|
Impairment loss
|
|
–
|
|
29,097
|
|
–
|
|
29,097
|
Amortization
|
|
2,748
|
|
3,211
|
|
42
|
|
6,001
|
|
|
(5,074)
|
|
(30,408)
|
|
(1,986)
|
|
(37,468)
|
|
|
|
|
|
|
|
|
|
Investment (expense) income
|
|
(97)
|
|
170
|
|
170
|
|
243
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes
|
|
(5,171)
|
|
(30,238)
|
|
(1,816)
|
|
(37,225)
|
|
|
|
|
|
|
|
|
|
Income tax (recovery) provision
|
|
(548)
|
|
11,717
|
|
–
|
|
11,169
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(4,623)
|
$
|
(41,955)
|
$
|
(1,816)
|
$
|
(48,394)
|
|
|
|
|
|
|
|
|
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
10.
|
Segmented information (continued):
|
|
(a)
|
Information on the
operating segments is as follows (continued):
|
|
|
Consumer
|
|
|
|
|
robotic, toy
and
|
|
|
|
|
entertainment
|
Payment
|
|
|
|
products
|
processing
|
Unallocated
|
Consolidated
|
|
|
|
|
|
|
|
|
|
Six-month period ended June 30,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
20,386
|
$
|
52,443
|
$
|
–
|
$
|
72,829
|
|
|
|
|
|
|
|
|
|
Transaction processing and cost of sales
|
|
14,460
|
|
31,603
|
|
–
|
|
46,063
|
Selling, general and administrative
|
|
11,121
|
|
14,989
|
|
175
|
|
26,285
|
Research and development
|
|
1,275
|
|
1,475
|
|
–
|
|
2,750
|
Operating leases
|
|
474
|
|
486
|
|
–
|
|
960
|
|
|
(6,944)
|
|
3,890
|
|
(175)
|
|
(3,229)
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
97
|
|
73
|
|
2,281
|
|
2,451
|
Impairment loss
|
|
–
|
|
29,097
|
|
–
|
|
29,097
|
Amortization
|
|
5,396
|
|
6,453
|
|
50
|
|
11,899
|
|
|
(12,437)
|
|
(31,733)
|
|
(2,506)
|
|
(46,676)
|
|
|
|
|
|
|
|
|
|
Investment (expense) income
|
|
(141)
|
|
387
|
|
443
|
|
689
|
|
|
|
|
|
|
|
|
|
Loss
before income taxes
|
|
(12,578)
|
|
(31,346)
|
|
(2,063)
|
|
(45,987)
|
|
|
|
|
|
|
|
|
|
Income tax (recovery) provision
|
|
(770)
|
|
11,223
|
|
–
|
|
10,453
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(11,808)
|
$
|
(42,569)
|
$
|
(2,063)
|
$
|
(56,440)
|
|
|
|
|
|
|
|
|
|
Revenues from the consumer robotic, toy and entertainment products
segment is subject to seasonal variability with a significant portion of revenues
generated in the third and fourth quarters of each calendar year.
In the periods ended June 30, 2007, the Company only operated in the
payment processing segment.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
10.
|
Segmented information (continued):
|
|
(a)
|
Information on the
operating segments is as follows (continued):
|
|
|
Consumer
|
|
|
|
|
|
robotic, toy
and
|
|
|
|
|
|
entertainment
|
Payment
|
Eliminations/
|
|
|
|
products
|
processing
|
unallocated
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
June 30,
2008
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
117,459
|
$
|
88,333
|
$
|
33,355
|
$
|
239,147
|
|
|
|
|
|
|
|
|
|
Total additions paid for equipment and other
intangibles for the six months ended June 30, 2008
|
|
2,646
|
|
193
|
|
541
|
|
3,380
|
|
|
|
|
|
|
|
|
|
December 31,
2007
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
104,560
|
$
|
140,050
|
$
|
45,671
|
$
|
290,281
|
|
|
|
|
|
|
|
|
|
Total additions to goodwill for the year ended
December 31, 2007
|
|
37,113
|
|
2,406
|
|
–
|
|
39,519
|
|
|
|
|
|
|
|
|
|
Total
additions to equipment and other intangibles for the year ended
December 31, 2007
|
|
|
|
|
|
|
|
|
-
through business acquisition
|
|
43,945
|
|
–
|
|
–
|
|
43,945
|
-
other
|
|
1,597
|
|
3,112
|
|
35
|
|
4,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b)
|
Geographic information is
as follows:
|
|
|
|
|
Property and equipment,
|
|
Revenues
|
goodwill and intangibles
|
|
|
Three months ended
|
|
Six months ended
|
|
June 30,
|
|
December 31,
|
|
|
June 30,
|
|
June 30,
|
|
|
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
26,949
|
$
|
21,318
|
$
|
49,468
|
$
|
42,318
|
$
|
42,236
|
$
|
58,429
|
Central America
|
|
2,816
|
|
3,026
|
|
5,734
|
|
8,086
|
|
–
|
|
–
|
Canada
|
|
1,973
|
|
1,807
|
|
3,742
|
|
3,585
|
|
2,919
|
|
19,695
|
Europe
|
|
7,292
|
|
1,610
|
|
9,641
|
|
3,298
|
|
28
|
|
1,649
|
Hong Kong
|
|
–
|
|
–
|
|
–
|
|
–
|
|
74,257
|
|
77,965
|
Other
|
|
2,548
|
|
281
|
|
4,244
|
|
821
|
|
–
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
41,578
|
$
|
28,042
|
$
|
72,829
|
$
|
58,108
|
$
|
119,440
|
$
|
157,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues are attributed to countries based on the location of the
customers. The "Other" caption includes countries in Africa, Australia and Asia
(excluding Hong Kong).
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
11.
|
Supplemental disclosure of cash flow and other
information:
|
|
(a)
|
Net change in operating
assets and liabilities:
|
|
Three months ended
June 30,
|
Six months ended
June 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Cash and short-term investments held as
reserves
|
$
|
245
|
$
|
7,441
|
$
|
1,016
|
$
|
8,320
|
Restricted cash
|
|
–
|
|
(19,182)
|
|
–
|
|
(19,182)
|
Settlement assets
|
|
921
|
|
213
|
|
3,313
|
|
5,053
|
Accounts receivable
|
|
(5,208)
|
|
(916)
|
|
236
|
|
457
|
Inventories
|
|
(8,095)
|
|
–
|
|
(12,851)
|
|
–
|
Income taxes receivable and refundable investment tax
credits receivable
|
|
2,903
|
|
(363)
|
|
3,593
|
|
(432)
|
Prepaid expenses and deposits
|
|
(316)
|
|
(122)
|
|
37
|
|
1,322
|
Accounts payable and accrued liabilities
|
|
13,757
|
|
971
|
|
5,665
|
|
(5,720)
|
Income taxes payable
|
|
(344)
|
|
(696)
|
|
664
|
|
519
|
Customer reserves and security deposits
|
|
(986)
|
|
(9,641)
|
|
(2,091)
|
|
(35,921)
|
|
|
|
|
|
|
|
|
|
Net change in operating assets and
liabilities
|
$
|
2,877
|
$
|
(22,295)
|
$
|
(418)
|
$
|
(45,584)
|
|
(b)
|
Cash paid for
interest and income taxes:
|
Interest
|
$
|
77
|
$
|
–
|
$
|
100
|
$
|
41
|
Income taxes
|
|
150
|
|
461
|
|
150
|
|
679
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Cash and cash
equivalents:
|
|
|
June 30,
|
|
December 31,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
Cash and cash equivalents consist of:
|
|
|
|
|
Cash balances with banks
|
$
|
35,118
|
$
|
47,193
|
Short-term investments, bearing interest at 2.26% to
5.50% (2007 - nil)
|
|
15,882
|
|
–
|
|
|
|
|
|
|
$
|
51,000
|
$
|
47,193
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
11.
|
Supplemental disclosure of cash flow and other
information (continued):
|
|
(d)
|
Non-cash
transactions:
|
|
|
|
June
30,
|
|
December
31,
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
Addition of property, equipment and intangibles included
in accounts payable and accrued liabilities
|
|
$
|
240
|
$
|
–
|
Shares and warrants issued in connection with
WowWee
|
|
|
–
|
|
12,696
|
Adjustments to WowWee purchase price equation to
goodwill
|
|
|
1,085
|
|
–
|
|
|
|
|
|
|
Included in “Selling, general and administrative expenses”
in the consolidated statement of operations and comprehensive loss is a foreign
exchange loss relating to financial assets and liabilities of $3 for the three-month
period ended June 30, 2008 (June 30, 2007 - $331) and $417 for the six-month
period ended June 30, 2008 (June 30, 2007 - $310).
The Company’s objective is to maintain a strong capital base to
maintain investor, creditor and market confidence and to sustain future development of
the business.
Management defines capital as the Company’s shareholders’
equity, excluding accumulated other comprehensive income. The Company does not have any
debt.
In order to maximize flexibility in financing the Company’s
ongoing growth and be able to take advantage of additional new capital investment and
acquisition opportunities, the Company does not currently pay a dividend. To maintain
or adjust the capital structure, the Company may also repurchase existing shares, issue
new shares or long-term debt, or sell assets to adjust to changes in economic
conditions and the risk characteristic of the underlying assets. (Refer to note 5 as to
the Company's stock buyback program.)
There were no changes to the Company’s approach to capital
management during the period. Neither the Company nor any of its subsidiaries is
subject to externally imposed capital requirements.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
13.
|
Financial risk management:
|
This note provides disclosures relating to the nature and extent of the
Company’s exposure arising from financial instruments, including interest rate
risk, foreign currency risk, credit risk and liquidity risk and how the Company manages
these risks.
Interest rate risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in market interest
rates.
Short-term investments (including those held in reserve) consist of
short-term notes invested at fixed interest rates. The risk that the Company will
realize a loss as a result of a decline in the fair value of these investments is
limited because although available for sale, these investments are short-term and are
generally held to maturity.
The Company is exposed primarily to interest rate fluctuations as a
result of cash (including cash held in reserve) which bears interest at variable
interest rates. A 0.5% increase to the interest rate would have decreased the net loss
and comprehensive loss by $116 in the six-month periods. An equal but opposite effect
would result assuming a 0.5% decrease in interest rates.
|
(b)
|
Foreign currency risk:
|
A significant portion of the Company’s cash flows and financial
assets and liabilities are denominated in U.S. dollars, which is the Company’s
functional and reporting currency. Foreign currency risk is limited to the portion of
the Company’s business transactions denominated in currencies other than U.S.
dollars, primarily for head office expenses in Canada. For the Company’s foreign
currency transactions, fluctuations in the respective exchange rates relative to the
U.S. dollar will create volatility in the Company’s cash flows and the reported
amounts for revenues and selling, general and administrative expenses in its
consolidated statement of operations on a period-to-period basis. Additional earnings
variability arises from the translation of monetary assets and liabilities denominated
in currencies other than U.S. dollars at the rates of exchange at each balance sheet
date, the impact of which is reported as a foreign exchange gain and loss which is
included as part of selling, general and administrative expenses in the statement of
operations and comprehensive loss.
The Company’s objective in managing its foreign currency risk is
to minimize its net exposures to foreign currency cash flows, by transacting with third
parties in U.S. dollars to the maximum extent possible and practical and holding cash
and cash equivalents in U.S. dollars. The Company monitors and forecasts the values of
net foreign currency cash flow and balance sheet exposures and with the aid of external
consultants manages its cash flow to hold on hand sufficient levels of foreign
currencies to meet its obligations.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
13.
|
Financial risk management (continued):
|
|
(b)
|
Foreign currency risk
(continued):
|
The following table provides an indication of the Company’s
significant foreign currency exposures:
|
June 30, 2008
|
|
CAD
|
GBP
|
EURO
|
|
|
|
|
Cash and cash equivalents
|
4,026
|
455
|
554
|
Short-term investments
|
-
|
–
|
220
|
Accounts payable and accrued liabilities
|
(7,440)
|
(765)
|
(578)
|
Customer reserves and security deposits
|
(100)
|
(365)
|
(214)
|
|
|
|
|
Balance sheet exposure
|
(3,514)
|
(675)
|
(18)
|
As at June 30, 2008, all the short-term investments held in reserve were
denominated in U.S. dollars.
In addition to the foreign currency exposures noted above, the Company
also incurs a portion of its operating costs in its consumer robotic, toy and
entertainment products segment, in Hong Kong dollars. However, the Company does not
view its exposure to the Hong Kong dollar as a significant foreign exchange risk since
the Hong Kong dollar is pegged to the U.S. dollar and fluctuates very
slightly.
The following are the exchange rates applied during the three- and
six-month periods ended June 30, 2008:
|
Average rate Q1
|
Average rate Q2
|
Rate as at June 30, 2008
|
|
|
|
|
CAD to USD
|
0.9953
|
0.9901
|
0.9807
|
GBP to USD
|
1.9779
|
1.9721
|
1.9906
|
EURO to USD
|
1.4984
|
1.5633
|
1.5748
|
|
|
|
|
Based on the Company’s foreign currency exposures noted above,
varying the above exchange rates to reflect a 5% weakening of the U.S. dollar would
affect earnings and comprehensive earnings as follows:
|
CAD
|
GBP
|
EURO
|
|
|
Six months ended
|
|
Six months ended
|
|
Six months ended
|
|
|
June 30, 2008
|
|
June 30, 2008
|
|
June 30, 2008
|
|
|
|
|
|
|
|
Increase in net loss
|
|
$(176)
|
|
$(34)
|
|
$(1)
|
An assumed 5% strengthening of the U.S. dollar would have an equal but
opposite effect on the above currencies to the amounts shown above.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
13.
|
Financial risk management (continued):
|
Credit risk is the risk of an unexpected loss if a customer or counter
party to a financial instrument fails to meet its contractual obligations. Financial
instruments that potentially subject the Company to concentrations of credit risk
consist primarily of cash and cash equivalents, short-term investments and accounts
receivable:
|
(i)
|
Cash and cash equivalents and short-term
investments:
|
The credit risk relating to cash and cash equivalents is limited because
the counterparties are highly-rated American and European financial institutions. The
credit risk related to short-term investments is limited because they consist of
discounted notes issued by high-credit, quality corporations. The Company has
investment policies to provide guidance on investing available cash resources. In
general, these policies stress the preservation of capital with investments allowed in
notes issued by corporations with credit rankings of not less than R-1mid.
|
(ii)
|
Accounts receivable:
|
Consumer robotic, toy and entertainment
segment
:
Credit risk for this segment arises primarily from the segment’s
trade receivables. Allowances are provided for potential losses. The amounts disclosed
in the balance sheet are net of these allowances for bad debts. Accounts receivable are
assessed for impairment on a case by case basis when they are past due or when
objective evidence is received that a customer will default. The Company takes into
consideration the customer’s payment history, its credit worthiness and the
current economic environment in which the customer operates to assess impairments. All
bad debts are charged to selling, general and administrative expenses on the statement
of operations and comprehensive loss.
The credit risk for trade receivables is concentrated as the majority of
sales are to a relatively small group of wholesale distributors and mass market
retailers. However, the majority of these wholesale distributors and mass market
retailers are large companies which have been customers for a number of years.
Customers do not provide collateral in exchange for credit.
Payment processing segment
:
Disputes between credit card holders and merchants may arise as a result
of, among other things, consumer dissatisfaction with merchandise quality or services
provided by merchants. Such disputes may not be resolved in the merchant’s favour
which means the transaction amount is refunded to the consumer and in certain cases
charged to the merchant. If the merchant has insufficient funds, the Company bears the
credit risk for the full amount of the transaction. Management evaluates the risk of
such transactions and estimates the loss for disputed transactions based primarily on
historical experience and other relevant factors.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
13.
|
Financial risk management (continued):
|
|
(c)
|
Credit risk (continued):
|
|
(ii)
|
Accounts receivable (continued):
|
Payment processing segment
(continued)
:
The Company retains a portion of amounts owed to certain merchants
(based on processing dollar volume) as reserves to help offset its exposure to
chargebacks and other losses for merchant transactions that have been previously
processed and on which revenues have been recorded. Management analyzes the adequacy of
its reserve for merchant losses in each reporting period. The reserve for merchant
losses is comprised of specifically identifiable reserves for merchant transactions for
which losses can be estimated and an estimate of loss in the remaining portfolio based
on experience.
The net charge for the provision for merchant losses is included in
selling, general and administrative expenses in the statement of operations and
comprehensive loss. As at June 30, 2008, the reserve for losses on merchant accounts is
included in "Accounts payable and accrued liabilities" on the balance sheet.
The payment processing segment’s credit risk is also decreased
because its customers consist of a diverse portfolio of small- and medium-sized
merchants and because of the strong proprietary risk management expertise it has
developed to help reduce the inherently higher risk associated with card-not-present
transactions.
The maximum credit exposure to the Company is the carrying amount of
financial assets plus credit risk on chargebacks, as previously explained, which are
provided for separately.
Included in accounts and other receivables are trade receivables in the
consumer robotic, toy and entertainment segment of $13,311. The aging of the trade
receivables at the reporting date was as follows:
|
|
June 30,
|
|
|
2008
|
|
|
|
Not past due
|
$
|
10,218
|
Past due 0-30 days
|
|
2,567
|
Past due 31-60 days
|
|
75
|
Past due 61-120 days
|
|
451
|
|
|
|
Trade receivables
|
$
|
13,311
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
13.
|
Financial risk management (continued):
|
|
(c)
|
Credit risk
(continued):
|
|
(ii)
|
Accounts receivable
(continued):
|
A breakdown of trade receivables by type of customer is presented
below:
|
|
June 30,
|
|
|
2008
|
|
|
|
Distributors
|
$
|
7,044
|
Mass-market retailers
|
|
6,267
|
|
|
|
|
$
|
13,311
|
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. The Company manages liquidity risk through the
management of its capital structure and by continuously monitoring actual and projected
cash flows. In recent years, the Company has financed its acquisitions through mainly
internally-generated funds.
The Company has a revolving credit facility in its consumer robotic, toy
and entertainment products segment, for a maximum of $5,000 subject to annual
renewal.
As at June 30, 2008, the Company has $51,000 of cash and cash
equivalents and has no outstanding balance on its revolving line of credit.
The following are the contractual maturities of financial liabilities at
June 30, 2008:
|
|
Carrying amount
|
|
0 to 12 months
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
52,978
|
$
|
52,978
|
Customer reserves and security deposits
|
|
19,233
|
|
19,233
|
|
|
|
|
|
Total
|
$
|
72,211
|
$
|
72,211
|
14.
|
Financial instruments:
|
The Company has determined that the fair value of its short-term
financial assets and liabilities approximates their respective fair values as at the
balance sheet dates because of the short-term maturity of those instruments.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
14.
|
Financial instruments (continued):
|
|
(b)
|
Financial income and expense:
|
The following components of income and expense relating to financial
instruments are included in the statement of operations and comprehensive
loss:
|
(i)
|
Interest income and expense:
|
|
For the three months ending
|
|
For the six months ending
|
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
June 30,
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
Interest income on available-for-sale financial
assets
|
$
|
(266)
|
$
|
(1,503)
|
$
|
(728)
|
$
|
(3,411)
|
Other
|
|
23
|
|
(73)
|
|
39
|
|
(66)
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
(243)
|
$
|
(1,576)
|
$
|
(689)
|
$
|
(3,477)
|
Interest income on available-for-sale financial assets consists of
interest earned from cash and cash equivalents and short-term investments invested in
short-term deposits.
|
(ii)
|
Impairment losses recognized on trade receivables in
consumer robotic, toy and entertainment products segment:
|
The Company recorded a bad debt expense of $11 for the three-month
period ended June 30, 2008 (June 30, 2007 - nil) and $15 for the six-month period ended
June 30, 2008 (June 30, 2007 - nil) in “Selling, general and administrative
expenses” in the statement of operations and comprehensive loss.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
15.
|
Canadian/U.S. reporting differences:
|
The consolidated financial statements of the Company are prepared in
accordance with Canadian GAAP, which conform, in all material respects, with U.S. GAAP,
except as described below:
|
(a)
|
Consolidated balance sheets:
|
Differences between Canadian and U.S. GAAP in the presentation of share
capital, additional paid-in capital and deficit are as follows:
|
|
June 30,
|
|
December 31,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
Share capital in accordance with Canadian
GAAP
|
$
|
210,741
|
$
|
211,998
|
Stock-based compensation costs on options exercised
(1)
:
|
|
|
|
|
Cumulative effect of prior years
|
|
39,868
|
|
39,868
|
Change in reporting currency
(2)
|
|
2,588
|
|
2,588
|
|
|
|
|
|
Share capital in accordance with U.S. GAAP
|
$
|
253,197
|
$
|
254,454
|
|
(ii)
|
Additional paid-in
capital:
|
|
|
June 30,
|
|
December 31,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
Additional paid-in capital in accordance with Canadian
GAAP
|
$
|
32,798
|
$
|
29,561
|
Stock-based compensation costs
(1)
:
|
|
|
|
|
Cumulative effect of prior years
|
|
68,757
|
|
68,757
|
Stock-based compensation costs on options exercised
(1)
:
|
|
|
|
|
Cumulative effect of prior years
|
|
(39,868)
|
|
(39,868)
|
Change in reporting currency
(2)
|
|
968
|
|
968
|
|
|
|
|
|
Additional paid-in capital in accordance with U.S.
GAAP
|
$
|
62,655
|
$
|
59,418
|
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
15.
|
Canadian/U.S. reporting differences
(continued):
|
|
(a)
|
Consolidated balance sheets
(continued):
|
|
|
June 30,
|
|
December 31,
|
|
|
2008
|
|
2007
|
|
|
|
|
|
Deficit in accordance with Canadian GAAP
|
$
|
(97,506)
|
$
|
(41,066)
|
Stock-based compensation costs
(1)
:
|
|
|
|
|
Cumulative effect of prior years
|
|
(68,757)
|
|
(68,757)
|
Stock-based compensation to non-employees
(1)
|
|
(834)
|
|
(834)
|
Change in reporting currency
(2)
|
|
(1,189)
|
|
(1,189)
|
|
|
|
|
|
Deficit in accordance with U.S. GAAP
|
$
|
(168,286)
|
$
|
(111,846)
|
|
(1)
|
Stock-based compensation:
|
For U.S. GAAP purposes, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 123R,
Share-based
Payments
, on January 1, 2006, which requires the expensing of
all options based on the grant date fair value, over the period during which the
employee is required to provide service. The Company adopted SFAS No. 123R using the
modified prospective approach, which requires application of the standard to all awards
granted, modified or cancelled after January 1, 2006 and to all awards for which
the requisite service has not been rendered as at such date. Previously, effective
January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No.
123R.
A description of the Company's stock option plans is presented in note
6.
The aggregate intrinsic value for outstanding and exercisable options at
June 30, 2008 represents the pre-tax intrinsic value based on the Company’s
closing stock price at June 30, 2008, which would have been received by option holders
had they exercised their securities at that date. The aggregate intrinsic value of all
outstanding and exercisable options was nil. No options were exercised during the
period ended June 30, 2008.
|
(2)
|
Change in reporting currency:
|
Under Canadian GAAP, at the time of change in reporting currency, the
historical financial statements were presented using a translation of convenience.
Under U.S. GAAP, the financial statements, including prior years, are translated
according to the current rate method. Accordingly, the cumulative translation account
included as part of accumulated other comprehensive income in shareholders' equity
under Canadian GAAP does not exist for U.S. GAAP purposes.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
15.
|
Canadian/U.S. reporting differences
(continued):
|
|
(b)
|
Accumulated other comprehensive income
(loss):
|
Accumulated other comprehensive income (loss) under U.S. GAAP, which
resulted solely from the translation of the financial statements up to June 30, 2000,
the date the Company adopted the United States dollar as its measurement currency, in
accordance with the current rate method, is $(3,018) as at June 30, 2008 and
December 31, 2007.
|
(c)
|
FIN 48 - Accounting for tax uncertainties:
|
For U.S. GAAP purposes, the Company adopted Financial Accounting
Standards Board Interpretation No. 48,
Accounting for
Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109
(FIN
48)
on January 1, 2007
.
FIN 48 clarifies the accounting for income taxes recognized in a
company's financial statements in accordance with FASB statement No. 109. FIN 48
prescribes a more-likely-than-not recognition threshold for tax uncertainties. For U.S.
GAAP tax purposes, unrecognized tax benefits would be classified as non-current other
liabilities. The Company recognizes interest and penalties related to unrecognized tax
benefits in income tax expense. At June 30, 2008 and December 31, 2007, the total
liability for unrecognized tax benefits was approximately $15,000 and $14,500,
respectively, of which $8,700 and $8,200, respectively, would impact the annual
effective rate if realized. The increase during the year is represented by foreign
exchange fluctuations, additional interest and other increases to the
reserve.
The Company and its subsidiaries file income tax returns with federal
and provincial tax authorities within Canada. The Company's foreign affiliates file
income tax returns in various jurisdictions, the most significant of which are the
United States and Hong Kong. In general, the Company is subject to examination by
taxing authorities for years after 2000. The Canadian tax authorities have commenced
examinations of tax returns for certain Canadian subsidiaries for the taxation years
2003 to 2006.
|
(d)
|
SFAS No. 157 - Fair value measurements:
|
On January 1, 2008, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 157,
Fair Value
Measurements
. SFAS No. 157 clarifies the principle that fair
value should be based on the assumptions market participants would use when pricing an
asset or liability and establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. Under the standard, fair value
measurements would be separately disclosed by level within the fair value
hierarchy.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
15.
|
Canadian/U.S. reporting differences
(continued):
|
|
(d)
|
SFAS No. 157 - Fair value
measurements (continued):
|
Assets measured at fair value on a recurring basis:
|
|
Fair value measurements at reporting date
using
|
|
|
|
|
Quoted prices in
|
|
Significant
|
|
Significant
|
|
|
|
|
active markets
|
|
other
|
|
unobservable
|
|
|
June 30,
|
|
for identical
|
|
observable
|
|
inputs
|
|
|
2008
|
|
assets (level 1)
|
|
inputs (level 2)
|
|
(level 3)
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
$
|
4,178
|
$
|
4,178
|
$
|
–
|
$
|
–
|
The Company has elected to defer for one year the application of
Statement No. 157 for non-financial assets and non-financial liabilities (except for
items that are recognized or disclosed at fair value in the financial statements on a
recurring basis).
|
(e)
|
Recent accounting pronouncements:
|
SFAS No. 141R - Business combinations:
In December 2007, the FASB issued a revised standard on accounting for
business combinations. The major changes to accounting for business combinations
include the following: all business acquisitions would be measured at fair value; the
existing definition of a business would be expanded; pre-acquisition contingencies
would be measured at fair value; most acquisition-related costs would be recognized as
expenses as incurred (they would no longer be part of the purchase consideration);
obligations for contingent consideration would be measured and recognized at fair value
at the acquisition date (measurement would no longer need to wait until the contingency
is settled); non-controlling interests would be measured at fair value at the date of
acquisition (i.e., 100% of the assets and liabilities would be measured at fair value
even when an acquisition is for less than 100%); goodwill, if any, arising on a
business combination reflects the excess of the fair value of the acquiree, as a whole,
over the net amount of the recognized identifiable assets acquired and liabilities
assumed, and would be allocated to the acquirer and the non-controlling interest. The
statement is effective for periods beginning on or after January 1, 2009. The Company
will apply the standard for acquisitions occurring after this date.
OPTIMAL GROUP INC.
|
Notes to Consolidated Financial Statements,
Continued
|
(Unaudited)
|
|
Periods ended June 30, 2008 and 2007
|
(expressed in thousands of U.S. dollars, except share
and per share amounts)
|
|
15.
|
Canadian/U.S. reporting differences
(continued):
|
|
(e)
|
Recent accounting pronouncements
(continued):
|
SFAS No. 160 - Non-controlling interest in consolidated financial
statements:
In December 2007, the FASB issued a revised standard on accounting for
non-controlling interests and transactions with non-controlling interest holders in
consolidated financial statements. This statement specifies that non-controlling
interests are to be treated as a separate component of equity, not as a liability or
other item outside of equity. Because non-controlling interests are an element of
equity, increases and decreases in the parent’s ownership interest that leave
control intact are accounted for as capital transactions rather than as step
acquisitions or generating dilution gains or losses. The carrying amount of the
non-controlling interests is adjusted to reflect the changes in ownership interests,
and any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognized
directly in equity attributable to the controlling interests.
This standard requires net income and comprehensive income to be
displayed for both the controlling and the non-controlling interests. Additional
required disclosures and reconciliations include a separate schedule that shows the
effects of any transactions with the non-controlling interests on the equity
attributable to the controlling interests.
The statement is effective for periods beginning on or after December
15, 2008. SFAS No. 160 will be applied prospectively to all non-controlling interests,
including any that arose before the effective date. The Company does not expect the
adoption of SFAS No. 160 to materially affect its consolidated financial
statements.
SFAS No. 161 - Disclosures about derivative instruments and hedging
activities, an amendment to FASBStatement No. 133:
In March 2008, the FASB issued the above-noted statement, which requires
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of gains and losses on derivative
instruments, and disclosures about credit-risk related contingent features on
derivative agreements. The statement is effective for periods beginning on or after
November 15, 2008. The Company does not expect the adoption of SFAS No. 161 to
materially affect its consolidated financial statements.
SFAS No. 162 - The hierarchy of generally accepted accounting principles
and SFAS 163 - Accounting for financial guarantee insurance contracts:
In May 2008, the FASB issued the above-noted statements. The Company
does not expect the adoption of these statements to affect its consolidated financial
statements.
OPTIMAL GROUP INC.
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Notes to Consolidated Financial Statements,
Continued
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(Unaudited)
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Periods ended June 30, 2008 and 2007
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(expressed in thousands of U.S. dollars, except share
and per share amounts)
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Certain of the comparative figures have been reclassified in order to
conform with the current period’s presentation.
On August 5, 2008, the Company entered into agreements to dispose of the
Canadian “card present” business and the “card not present”
business of its payment processing segment. Proceeds on sale comprise a total cash
consideration of $9,000, of which $7,500 is payable upon closing and the remainder
through various instalments over a two-year period following the anniversary date of
the closing of the transactions. The Company retains rights to residual payments and
other interests in merchant account portfolios in the payment processing segment not
included in these transactions. The Company believes that it is more likely than not
that the remaining interest in this segment will be sold over the course of the next
12 months.
Item 2.
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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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The following discussion of the financial condition and results of
operations of our Company describes our business, seasonality and trends within our
business environment, the critical accounting policies of our Company that will help
you understand our interim consolidated financial statements, and the principal factors
affecting our results of operations, liquidity and capital resources. This discussion
should be read in conjunction with our consolidated financial statements and management
discussion and analysis for the year ended December 31, 2007, and the factors set forth
below under “Cautionary Statements Regarding Forward-Looking Statements”.
We prepare our interim consolidated financial statements in accordance with generally
accepted accounting principles (“GAAP”) in Canada, with a reconciliation to
U.S. GAAP, as disclosed in note 15 of the notes to our interim consolidated financial
statements.
In this Form 10-Q, except where otherwise indicated, references to
“dollars” or “$” are to United States dollars, references to
our “common shares” are to our Class “A” shares, references to
“our interim consolidated financial statements” are to our interim
consolidated financial statements as at and for the period ended June 30, 2008, which
are included in “Item 1. Financial Statements”, and all dollar amounts,
except those expressed in millions of dollars, are rounded to the nearest thousand. Any
reference in this report to uniform resource locator (URL) website locations are
inactive textual references only and the contents of such websites do not form a part
of this Form 10-Q.
Cautionary Statements Regarding Forward-Looking
Statements
This Form 10-Q contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.Words such as “expects”, “intends”,
“anticipates”, “plans”, “believes”,
“seeks”, “estimates”, or variations of such words and similar
expressions are intended to identify such forward-looking statements. Forward-looking
statements include, but are not limited to, statements about our current expectations
with respect to our future growth strategies, results, opportunities and prospects,
competitive position and industry environment. These forward-looking statements are
subject to a number of risks, uncertainties and other factors that could cause our
actual results, performance, prospects or opportunities, or those of the markets we
serve, to differ materially from those expressed in, or implied by, these
forward-looking statements, including:
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•
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existing and future governmental regulations and
disputes with governmental authorities;
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•
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general economic, legal and business conditions in
the markets we serve;
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•
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consumer confidence in the security of financial
information transmitted via the Internet;
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•
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levels of consumer and merchant fraud, disputes
between consumers and merchants and merchant insolvency;
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•
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liability for merchant chargebacks;
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•
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our ability to safeguard against breaches of privacy
and security when processing electronic transactions and use of our
payments systems for illegal purposes;
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•
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the imposition of and our compliance with rules and
practice procedures implemented by credit card and check clearing
associations;
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•
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our ability to adapt to changes in technology,
including technology relating to electronic payments
systems;
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•
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our ability to protect our intellectual
property;
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•
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our relationships with our suppliers and the banking
associations that we rely upon to process our electronic
transactions;
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•
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disruptions in the function of our electronic
payments systems and technological defects;
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•
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our ability to complete, integrate and benefit from
acquisitions, divestitures, joint ventures and strategic
alliances;
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•
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our ability to retain key personnel;
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•
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currency exchange rate fluctuations;
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•
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our ability to successfully implement our strategies
for our recently acquired WowWee business;
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•
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changing consumer preferences for electronics and
play products;
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•
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the seasonality of retail sales;
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•
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concentration among our major retail customers for
the products of our WowWee business;
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•
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economic, social and political conditions in China,
where WowWee’s products are manufactured;
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•
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the price and supply of raw materials used to
manufacture WowWee’s products;
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•
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product liability claims and product
recalls;
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•
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the factors described under Item 1A “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2007.
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There may be additional risks and uncertainties and other factors that
we do not currently view as material or that are not presently known by us. The forward
looking statements made in this document are only made as of the date of this
document.
Except as required by applicable securities laws, we undertake no
obligation to publicly update or revise any forward-looking statement, whether as a
result of new information, future events, changes in circumstances or any other reason
after the date of this quarterly report.
The Private Securities Litigation Reform Act of 1995 provides a
“safe harbor” for forward-looking statements to encourage companies to
provide prospective information about their companies without fear of litigation. We
are relying on the “safe harbor” provisions of the Private Securities
Litigation Reform Act in connection with the forward-looking statements included in
this quarterly report.
Overview
We operate in two business segments. Through WowWee (our business
segment established by our acquisition in November 2007 and comprised of WowWee Group
Limited, WowWee Canada Inc. and WowWee USA, Inc.), we design, develop, market and
distribute technology-based, consumer robotic, toy and entertainment products. Through
Optimal Payments (our business segment comprised of Optimal Payments Inc. and its
related affiliates), we process credit card payments for small and medium-sized
Internet businesses, mail-order/telephone-order (MOTO) merchants and retail
point-of-sale merchants, and process electronic checks and direct debits online and by
telephone.
On August 5, 2008, we entered into two separate agreements to dispose of
the Canadian “card present” business and the “card not present”
business of our payment processing segment. Proceeds on sale comprise a total cash
consideration of $9.0 million, of which $7.5 million is payable upon closing and the
remainder through various installments over a two-year period following the anniversary
date of the closing of the transactions. Closing of the transactions is expected to
occur on August 29, 2008. We retain the rights to residual payments and other interests
in merchant account portfolios in the payment processing segment not included in these
transactions. We believe that it is more likely than not that our remaining interest in
this segment will be sold over the course of the next twelve months.
Our Industry Segments
As at June 30, 2008, we operate in two business segments: WowWee and
Optimal Payments (see note 10 of the notes to our interim consolidated financial
statements).
WOWWEE
Based in Hong Kong, with offices in La Jolla, California and Montreal,
Quebec, WowWee designs, develops, markets and distributes technology-based, consumer
robotic, toy and entertainment products. For 2008, WowWee’s product offerings
encompass four distinct lines: WowWee Robotics, WowWee Flytech, WowWee Alive and WowWee
Technologies.
WowWee’s products are sold in a range of brick and mortar channels
including grocery stores, pharmacies, toy stores, department stores and high-end
consumer technologies stores. A majority of our retailer customers in the United States
also carry the full line of WowWee products on their Internet sales sites.
WowWee’s products are available for purchase online at WowWee’s website
(http://
www.wowweestore.com
) and are also made through Internet-based “e-tailers” such
as Amazon.com and Buy.com.
WowWee’s products are produced in China by third party
manufacturers with which WowWee has long-standing relationships. Consistent with
industry practice, the use of third party manufacturers allows WowWee to avoid
incurring fixed manufacturing costs, while improving flexibility, capacity and
production technology. By outsourcing its manufacturing process, WowWee maintains a
flexible business model that enables it to be responsive to changing technology. In
addition, once a product has reached its commercialization phase, WowWee is able to
manage inventory risk by manufacturing products based upon actual customer orders as
well as forecasts. Upon final assembly, some products can be shipped directly from the
manufacturing locations to retailers and distributors, with title to the products
passing to retailer customers in China. Although WowWee does not conduct the day-to-day
manufacturing of its products, it is extensively involved in the design of the product
prototype and production tools, dies and moulds for its products and seeks to ensure
quality control by actively reviewing the production process and testing the products
produced by its manufacturers. WowWee employs quality control inspectors who rotate
among its manufacturers’ factories to monitor the production of substantially all
of its products. WowWee’s quality assurance personnel oversee compliance with
applicable regulations during each phase of product development, and perform compliance
testing, and coordinate third party independent compliance testing, on all WowWee
products. Once pre-production testing has been completed and production has been
approved, WowWee’s quality assurance personnel monitor production at the
manufacturer’s facility for compliance with WowWee’s quality
requirements.
Within the United States and Canada, WowWee sells its products directly
to its retailer customers through its direct sales channel and through independent
sales representatives. For retailers across the rest of the world, WowWee utilizes a
network of distributors located in various jurisdictions. WowWee products are also
available for sale through WowWee’s Internet-based store. In 2007, approximately
55% of its products were sold in North America, with the balance being sold
internationally. WowWee does not have written agreements with its customers. Instead,
sales are generally made based on purchase orders, primarily against letters of credit.
Historically, the majority of bookings and orders are received during the first two
quarters of the year, with shipments occurring throughout the year as new products
become available. The majority of product shipments occur during the third and fourth
quarters of the year. Revenue is recognized when (i) persuasive evidence of an
arrangement exists; (ii) products are shipped to customers who assume risk of loss,
(iii) collection of the respective receivable is probable and (iv) sales price is fixed
or determinable. In practice, this results in revenue being recognized when the product
is shipped from Hong Kong. Accruals for customer discounts, rebates, incentives and
allowances are recorded when the related revenues are recognized.
WowWee’s engineering and design team develops new technologies
using internal capabilities and seeks to identify emerging or underutilized innovations
that are currently being developed or that are available in the marketplace. In order
to leverage the man-hours invested in product development, older generations of
products frequently form the foundation for the next generation of products as well as
new product lines. New technologies are then integrated to enhance the overall
functionality of the product. In sourcing technologies, WowWee reviews the latest
technology innovations at trade-shows, conferences, colleges and universities, on the
Internet, and through word-of-mouth. WowWee regularly reviews technologies or product
concepts from third party sources that it believes could have potential synergies with
WowWee’s current product line or that could be successfully commercialized based
upon WowWee’s development process. WowWee also licenses third party technologies
for development within unique consumer applications developed by WowWee.
We expect to implement specific strategies in order to enhance
WowWee’s growth and financial performance. These strategies include:
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•
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expanding sales and distribution through a broadening
of the sales channels, particularly outside North America in emerging
markets;
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expanding product design, development and production
capabilities to produce an increased number of products at varying
price points;
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broadening development initiatives into products that
combine computer connectivity, utility and entertainment;
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embarking on branded entertainment initiatives,
licensing, publishing and merchandising; and
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•
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evaluating potential acquisition
opportunities.
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OPTIMAL
PAYMENTS
Optimal Payments provides technology and services that businesses
require to accept credit card, electronic check and direct debit payments. Optimal
Payments processes credit card payments for card-not-present and card-present
transactions, including Internet businesses, mail-order/telephone-order merchants, and
retail point-of-sale merchants. Optimal Payments also processes checks and direct
debits online and by telephone.
Optimal Payments generates revenues primarily from fees charged to
merchants for processing services. Fees charged to merchants typically include a
discount rate, based upon a percentage of the dollar amounts processed, and a variety
of fixed transaction fees. Merchant fees charged are based upon the merchant’s
transaction volume and risk profile. Generally, higher discount rates are charged for
card-not-present transactions than for card-present transactions in order to compensate
for the higher cost of underwriting and managing the increased chargeback risk
associated with these transactions. Other fees are derived from a variety of fixed
transaction fees, including fees for monthly minimum charge volume requirements,
statement fees, annual fees and fees for other miscellaneous items, such as handling
chargebacks. Revenue is recognized primarily at the time the transaction is performed.
Where Optimal Payments is the primary party responsible for providing processing
services, revenue is recorded on a gross basis and amounts paid to the acquiring
processing supplier are recorded as part of our transaction processing expenses. Where
Optimal Payments is not the primary party in providing a merchant with processing
services, we record revenue net of amounts paid to the acquiring processing
supplier.
Disputes between a customer and a merchant periodically arise as a
result of, among other things, consumer dissatisfaction with merchandise quality or
services provided by a merchant. Such disputes may not always be resolved in the
merchant’s favor. If a dispute is not resolved in the merchant’s favor, the
transaction is charged back to Optimal Payments and the purchase price is refunded to
the merchant’s customer. If Optimal Payments is unable to collect the charged
back amount from the merchant, it bears the credit risk for the full amount of the
transaction. As a result, Optimal Payments’ acquiring processing suppliers
require it to maintain certain amounts with them as reserves. Amounts withheld from
Optimal Payments by its acquiring processing suppliers as reserves are included as
current assets on our balance sheet under the line item “held as reserves”.
Optimal Payments retains a percentage of amounts owed to certain merchants based on
processing dollar volume, typically for a six-month period, to absorb potential losses
arising as a result of, among other things, disputes between consumers and merchants or
credit card or check clearing association fines related to chargeback activity. The
aggregate amount withheld is included under the line item “Customer reserves and
security deposits” on the balance sheets contained in our interim consolidated
financial statements.
On August 5, 2008, we entered into two separate agreements to dispose of
the Canadian “card present” business and the “card not present”
business of our payment processing segment. Proceeds on sale comprise a total cash
consideration of $9.0 million, of which $7.5 million is payable upon closing and the
remainder through various installments over a two-year period following the anniversary
date of the closing of the transactions. Closing of the transactions is expected to
occur on August 29, 2008. We retain the rights to residual payments and other interests
in merchant account portfolios in the payment processing segment not included in these
transactions. We believe that it is more likely than not that our remaining interest in
this segment will be sold over the course of next twelve months.
Seasonality
Revenue derived from the Optimal Payments business segment is currently
not subject to seasonality. Revenue derived from the WowWee business segment is subject
to seasonal variability with a significant portion of revenues generated in the third
and fourth quarter of each calendar year.
Critical Accounting Policies and Estimates
Our interim consolidated financial statements have been prepared in
accordance with Canadian GAAP, which requires us to make numerous estimates and
assumptions. Financial results as determined by actual events could differ from those
estimates and assumptions, and therefore affect our reported results of operations and
financial position. Changes in accounting policies are more fully described in note 3
of the notes to our annual audited consolidated financial statements included in our
Form 10-K Annual Report for the year ended December 31, 2007 and note 2 of the notes to
our interim consolidated financial statements. Our significant accounting policies are
more fully described in note 4 of the notes to our annual audited consolidated
financial statements included in our Form 10-K Annual Report for the year ended
December 31, 2007. The critical accounting policies described here are those that are
most important to the depiction of our financial condition and results of operations.
The preparation of financial statements also involves significant management judgment
in making estimates about the effect of matters that are inherently uncertain. While
best estimates have been used for reporting financial statement items subject to
measurement uncertainty, management considers that it is possible, based on existing
knowledge, that changes in future conditions in the near term could affect the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities.
“Near term” is considered to be within one year from the date of the
financial statements.
Stock-based Compensation
We use the fair value-based method to account for stock-based
compensation and other stock-based payments, such as stock options. Under the fair
value-based method, compensation cost is measured at fair value at the date of grant
and is expensed over the award’s vesting period. The fair value of stock options
granted is determined at the date of grant using the Black-Scholes option pricing
model, which requires certain assumptions, including future stock price volatility,
risk-free interest rates, and expected time to exercise. Changes to any of these
assumptions, or the use of a different option pricing model, would result in different
fair values for stock-based compensation.
Reserve for Losses on Merchant Accounts
When a consumer pays a merchant for goods or services online and the
consumer subsequently disputes the online transaction, the amount of the disputed item
gets charged back to the merchant and the credit card or clearing bank association may
levy a fee against it. In addition, if a merchant’s chargeback rate becomes
excessive, the associations can also require it to pay fines. If the credit card or
clearing bank association is unable to collect from the merchant the amount charged
back and the amount of such fines, Optimal Payments would be responsible to remit these
amounts to the association. In turn, Optimal Payments attempts to recover such amounts
from the merchant. However, it may not always be successful in doing so, for reasons
which could include merchant insolvency. We evaluate the risk associated with merchants
and consumers and estimate our loss based primarily on historical experience and other
relevant factors. Our loss reserves comprise specifically identifiable reserves for
merchant transactions for which losses can be estimated and an estimate of loss in the
remaining portfolio based on experience.
Allowance for Doubtful Accounts
Our allowance for doubtful accounts is based on management’s
assessment of the business environment, customers’ financial condition,
historical collection experience, accounts receivable aging, customer disputes and the
collectability of specific customer accounts. If there were a deterioration of a major
customer’s creditworthiness, or actual defaults were higher than our historical
experience, our estimates of the recoverability of amounts due to us could be
overstated, which could have an adverse impact on our operating results. The allowance
for doubtful accounts is also affected by the time at which uncollectible accounts
receivable balances are actually written off.
Major customers’ accounts are monitored on an ongoing basis; more
in depth reviews are performed based on changes in customer’s financial condition
and/or the level of credit being extended. When a significant event occurs, such as a
bankruptcy filing by a specific customer, and on a quarterly basis, the allowance is
reviewed for adequacy and the balance or accrual rate is adjusted to reflect current
risk prospects.
Sales Incentives
Sales are recorded net of sales returns and discounts, which are
estimated at the time of shipment. We routinely enter into arrangements with our
customers to provide sales incentives, support customer promotions, and provide
allowances for returns. Such programs are based primarily on customer purchases,
customer performance of specified promotional activities, and other specified factors
such as sales to consumers. Accruals for these programs are recorded as sales
adjustments that reduce gross revenue in the period the related revenue is
recognized.
Reserve for Inventory Obsolescence
We value our inventory at the lower of cost or net realizable value.
Based upon a consideration of quantities on hand, actual and projected sales volume,
anticipated product selling prices and product lines planned to be discontinued,
slow-moving and obsolete inventory is written down to its net realizable
value.
Failure to accurately predict and respond to consumer demand could
result in our underproducing popular items or overproducing less popular items.
Furthermore, significant changes in demand for our products would impact
management’s estimates in establishing our inventory provision.
Management estimates are monitored on a quarterly basis and a further
adjustment to reduce inventory to its net realizable value is recorded, as an increase
to cost of sales, when deemed necessary under the lower of cost or market
standard.
Goodwill and Other Intangibles
We account for business acquisitions using the purchase method.
Accordingly, the purchase price of a business acquisition is allocated to its
identifiable net assets, including identifiable intangible assets, on the basis of
estimated fair values as at the date of purchase, with any excess being assigned to
goodwill. We estimate the fair value of assets and liabilities acquired at the date of
acquisition using a projected discounted cash flow method and other valuation methods.
We make a number of significant estimates when calculating fair value using a projected
discounted cash flow method. These estimates include estimating projected future cash
flows, the number of years used, the discount rate and others. We believe that our
estimates and valuation methods are reasonable. They are consistent with our inherent
planning and reflect our best estimates, but they have inherent uncertainties that
management may not be able to control.
Goodwill is not amortized but rather evaluated under an impairment
approach. Other intangible assets with finite lives continue to be amortized over their
estimated useful lives. The amounts recorded as intangible assets at the date of
acquisition represent the estimated fair value of these assets based on estimated
future cash flows discounted at appropriate discount rates. In addition, in our
assessment of impairment, we are required to determine the fair value of the businesses
from which the goodwill and intangibles originated. For intangibles with finite lives,
we make estimates of future cash flows to be generated from the related
assets.
Due to the subjective nature of assessing impairment, significant
changes in the assumptions used to develop the estimate could materially affect the
conclusion regarding the future cash flows necessary to support the valuation of
long-lived assets and goodwill. The valuation of goodwill involves a high degree of
judgment and consists of a comparison of the fair value of a reporting unit with its
book value. Impairment is determined by estimating the fair value of a reporting unit
and comparing that value to the reporting unit’s book value. If the implied fair
value is more than the book value of the reporting unit, an impairment loss is not
indicated. If impairment exists, the fair value of the reporting unit is allocated to
all of its assets and liabilities excluding goodwill, with the excess amount
representing the fair value of goodwill. An impairment loss is measured as the amount
by which the book value of the reporting unit’s goodwill exceeds the estimated
fair value of that goodwill.
Income Taxes
We provide for income taxes using the asset and liability method of tax
allocation. Under this method, future income tax assets and liabilities are determined
based on deductible or taxable temporary differences between financial statement values
and tax values of assets and liabilities using substantively enacted income tax rates
expected to be in effect for the year in which the differences are expected to reverse.
We establish a valuation allowance against future income tax assets if, based on
available information, it is more likely than not that some or all of the future income
tax assets will not be realized. In assessing the recoverability of tax assets, we
consider whether it is more likely than not that some portion or all of the tax assets
will not be realized. The ultimate realization of the future tax assets is dependent
upon the generation of future taxable income during the periods in which the temporary
differences become deductible. We consider the scheduled reversal of tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment.
Our income tax provision and related income tax assets and liabilities
are calculated based on actual income in the various jurisdictions in which we
operate. Significant judgment is required in interpreting tax regulations in
the Canadian and foreign jurisdictions, and in evaluating worldwide uncertain tax
positions. Actual results could differ materiality from those judgments, and
changes in judgments could materially affect our consolidated financial
statements.
Contingent Liabilities
Our former gaming payment processing services segment derived a
substantial portion of its revenue prior to October 13, 2006 from processing
transactions from U.S.-based gaming. Therefore, we may be exposed to adverse
consequences as a result of enforcement proceedings, governmental investigations or
lawsuits initiated against us in jurisdictions where gaming is or becomes restricted or
prohibited. Following announcements by the U.S. Attorney’s Office in the Southern
District of New York relating to its investigation of the U.S. Internet gambling
industry, we announced on May 8, 2007 that we had initiated discussions with the U.S.
Attorney’s Office in the Southern District of New York and are in the process of
responding to a voluntary request for information issued by the U.S. Attorney’s
Office. In connection with the ongoing investigation, we announced on May 11, 2007 that
we had received a copy of warrants of seizure issued by the U.S. Attorney’s
Office against funds of certain payment processors that were on deposit with two U.S.
banks. These funds included $19.2 million on deposit to the credit of our affiliates.
The total amount seized of $19.2 million is presented as restricted cash on the
consolidated balance sheets. We have not recorded any provision for this matter because
the outcome of these discussions and the amount of loss, if any, are not
determinable.
We are also party to litigation arising in the normal course of
operations. The results of legal proceedings cannot be predicted with certainty. Should
we fail to prevail in any of these legal matters or should several legal matters be
resolved against us in the same reporting period, the consolidated operating results of
a particular reporting period could be materially adversely affected. While best
estimates have been used for reporting financial statement items subject to measurement
uncertainty, management considers that it is possible that changes in future conditions
in the near term could require a material change in the recognized amounts of certain
assets and liabilities. “Near term” is considered to be within one year
from the date of the financial statements.
Recent Accounting Pronouncements
(a)
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New Accounting
Policie
s
|
The following accounting standards have recently been issued by the
Canadian Institute of Chartered Accountants (CICA), and the Financial Accounting
Standards Board (FASB) that are relevant to our company. References to FASB and
Statement of Financial Accounting Standards (SFAS) relate to U.S. GAAP and therefore
may affect the note to our consolidated financial statements that discloses
Canadian/U.S. GAAP differences.
Capital Disclosures
On January 1, 2008 we adopted Section 1535,
Capital Disclosures
, which established
guidelines for disclosure of both qualitative and quantitative information that enables
users of financial statements to evaluate the entity’s objectives, policies and
processes for managing capital. This new standard relates to disclosure only and did
not impact our financial results.
Financial Instruments
On January 1, 2008 we adopted Section 3862,
Financial Instruments - Disclosure
, which
describes the required disclosure for the assessment of the significance of financial
instruments for an entity’s financial position and performance and of the nature
and extent of risk arising from financial instruments to which the entity is exposed
and how the entity manages those risks. In addition we adopted Section 3863,
Financial Instruments – Presentation
,
which establishes standards for presentation of financial instruments and non-financial
derivatives. It carries forward the presentation related requirements of Section
3861,
Financial Instruments - Disclosure and
Presentation
. These new standards relate to disclosure only
and did not impact our financial results.
Inventories
On January 1, 2008 we adopted Section 3031,
Inventories
, which replaces Section 3030
and harmonizes the Canadian standards related to inventories with the International
Financial Reporting Standards (“IFRS”). This Section provides changes to
the measurement and more extensive guidance on the determination of cost, including
allocation of overhead; narrows the permitted cost formulas; requires impairment
testing; and expands the disclosure requirements to increase transparency. The adoption
of this standard did not have a significant impact on our interim consolidated
financial statements.
SFAS No. 157 - Fair value measurements
On January 1, 2008 we adopted SFAS No. 157,
Fair Value Measurements
. SFAS No. 157
clarifies the principle that fair value should be based on the assumptions market
participants would use when pricing an asset or liability and establishes a fair value
hierarchy that prioritizes the information used to develop those assumptions. Under the
standard, fair value measurements would be separately disclosed by level within the
fair value hierarchy. The standard did not have a significant impact on our interim
consolidated financial statements.
(b)
|
Future Accounting
Pronouncements
|
The following accounting pronouncements have recently been issued by the
CICA and the FASB and may be relevant to our company. References to FASB and SFAS
relate to U.S. GAAP and therefore may affect the note to our consolidated financial
statements that discloses Canadian/U.S. GAAP differences.
Goodwill and intangible assets
In February 2008, the CICA issued Section 3064,
Goodwill and Intangible Assets
, which will
replace Section 3062,
Goodwill and Other Intangible
Assets
and Section 3450
, Research
and Development Costs
. The standard provides guidance on the
recognition of intangible assets in accordance with the definition of an asset and the
criteria for asset recognition, as well as clarifying the application of the concept of
matching revenues and expenses, whether these assets are separately acquired or
internally developed. This standard applies to interim and annual financial statements
relating to fiscal years beginning on or after October 1, 2008. We expect that the
adoption of this standard will not have a significant impact on our financial
results.
International Financial Reporting Standards
In 2005, the Accounting Standards Board of Canada announced that
accounting standards in Canada are to converge with IFRS. In February 2008, the
CICA confirmed the change-over date from current Canadian GAAP to IFRS to be January 1,
2011. While IFRS uses a conceptual framework similar to Canadian GAAP, there are
significant differences in accounting policies which must be addressed. We have not yet
fully assessed the future impact of these new standards on our consolidated financial
statements.
SFAS No. 141R, Business Combinations
In December 2007, the FASB issued a revised standard on accounting for
business combinations. The major changes to accounting for business combinations
include the following: all business acquisitions would be measured at fair value; the
existing definition of a business would be expanded; certain pre-acquisition
contingencies would be measured at fair value; most acquisition-related costs would be
recognized as expenses are incurred (they would no longer be part of the purchase
consideration); obligations for contingent consideration would be measured and
recognized at fair value at the date of acquisition (measurement and recognition would
no longer be dependent on settlement of the contingency); non-controlling interests
would be measured at fair value at the date of acquisition (i.e., 100% of the assets
and liabilities would be measured at fair value even when an acquisition is less than
100%); goodwill, if any, arising on a business combination reflects the excess of the
fair value of the acquiree, as a whole, over the net amount of the recognized
identifiable assets acquired and liabilities assumed, and would be allocated to the
acquirer and the non-controlling interest. The statement is effective for periods
beginning on or after January 1, 2009. We will apply the standard for acquisitions
occurring after this date.
SFAS No. 160 - Non-controlling interest in consolidated financial
statements
In December 2007, the FASB issued a revised standard on accounting for
non-controlling interests and transactions with non-controlling interest holders in
consolidated financial statements. This statement specifies that non-controlling
interests are to be treated as a separate component of equity, not as a liability or
other items outside of equity. Because non-controlling interests are an element of
equity, increases and decreases in the parent’s ownership interest that leave
control intact are accounted for as capital transactions rather than as a step
acquisition or dilution gains or losses. The carrying amount of the non-controlling
interests is adjusted to reflect the changes in ownership interests, and any difference
between the amount by which the non-controlling interests are adjusted and the fair
value of the consideration paid or received is recognized directly in equity
attributable to the controlling interests.
This standard requires net income and comprehensive income to be
displayed for both the controlling and the non-controlling interests. Additional
required disclosures and reconciliations include a separate schedule that shows the
effects of any transactions with the non-controlling interests on the equity
attributable to the controlling interests.
The statement is effective for periods beginning on or after December
15, 2008. SFAS 160 will be applied prospectively to all non-controlling interests,
including any that arose before the effective date. We do not expect the adoption of
SFAS 160 to materially impact our consolidated financial statements.
SFAS No. 161 - Disclosures about derivative instruments and hedging
activities, an amendment to FASB Statement No. 133
In March 2008, the FASB issued the above-noted statement, which requires
qualitative disclosures about objectives and strategies for using derivatives,
quantitative disclosures about fair value amounts of and gains and losses on derivative
instruments, and disclosures about credit-risk related contingent features on
derivative agreements. The statement is effective for periods beginning on or after
November 15, 2008. We do not expect the adoption of SFAS No. 161 to materially
affect our consolidated financial statements.
SFAS No. 162 – The Hierarchy of Generally Accepted Accounting
Principles and SFAS 163 - Accounting for Financial Guarantee Insurance
Contracts
In May 2008, the FASB issued the above-noted statements. We do not
expect the adoption of these statements to affect our consolidated financial
statements.
Financial Condition
As at June 30, 2008, cash and cash equivalents, cash held as reserves,
short-term investments, short-term investments held as reserves and settlement assets
totaled $62.3 million (including $7.6 million held as reserves) compared to $73.0
million (including $8.6 million held as reserves) as at December 31, 2007.
The decrease in cash and cash equivalents, and short-term investments is
primarily due to the use of cash and cash equivalents in operations, in WowWee for the
seasonal build-up of inventories to meet orders to be shipped in the second half of the
year and the purchase of equipment, and in Optimal Payments due to the reduction of
customer reserves and security deposits. As described above, a significant portion of
cash and cash equivalents, and short-term investments have a corresponding liability as
these cash amounts are derived from reserves and security deposits which are due to
customers (see “Our Industry Segments – Optimal Payments”). As at
June 30, 2008 and December 31, 2007, our cash and cash equivalents, short-term
investments and settlement assets positions, net of customer reserves and security
deposits, were as follows:
|
June 30,
|
December 31,
|
|
(U.S. dollars, in thousands)
|
2008
|
2007
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
51,000
|
$
|
47,193
|
Cash held as reserves
|
|
5,768
|
|
6,869
|
Short-term investments
|
|
2,383
|
|
12,477
|
Short-term investments held as reserves
|
|
1,795
|
|
1,710
|
Settlement assets
|
|
1,402
|
|
4,715
|
|
|
62,348
|
|
72,964
|
|
|
|
|
|
Less:
|
|
|
|
|
Customer reserves and security deposits
|
|
(19,233)
|
|
(21,324)
|
Net cash position
|
$
|
43,115
|
$
|
51,640
|
|
|
|
|
|
|
Our portfolio of liquid and investment grade short-term investments
consists of U.S. denominated discounted and undiscounted notes and bonds.
Working capital, excluding cash and short-term investments held as
reserves, as at June 30, 2008 was $11.9 million, as compared to $15.9 million at
December 31, 2007. This decrease is due primarily to the use of cash by WowWee in the
six-months ended June 30, 2008 due to the seasonality of its revenues.We expect WowWee
to use cash in the first half of the year for manufacturing costs required to fulfill
sales orders, and to generate cash in the second half of the year as orders are shipped
and subsequently collected.
Accounts and other receivables, as at June 30, 2008 were $19.4 million,
as compared to $18.5 million at December 31, 2007. The increase is due primarily to the
seasonal increase in revenues derived from WowWee.
Intangible assets decreased by $9.1 million, from $86.9 million as at
December 31, 2007 to $77.8 million as at June 30, 2008 due to amortization recorded in
the six-month period ended June 30, 2008.
Customer reserves and security deposits as at June 30, 2008 were $19.2
million, as compared to $21.3 million as at December 31, 2007. The decrease of $2.1
million is primarily due to decreased processing volume in Optimal Payments.
Shareholders’ equity as at June 30, 2008 was $147.2 million as
compared to $201.7 million as at December 31, 2007. The decrease is attributable
primarily to the results of operations net of stock-based compensation and the
cancellation of shares pursuant to our stock buyback
program
.
Results of Operations
Revenue derived from Optimal Payments is currently not subject to
seasonality. Revenue derived from WowWee is subject to seasonal variability with a
significant portion of revenues expected to be generated in the third and fourth
quarter of each calendar year.
Six-month period ended June 30, 2008 compared to the six-month period
ended June 30, 2007
Revenues increased by $14.7 million, from $58.1 million for the
six-month period ended June 30, 2007 to $72.8 million for the six-month period ended
June 30, 2008. The increase consists of additional revenues of $20.4 million resulting
from our acquisition of WowWee, offset by a decrease in revenues in Optimal Payments as
a result of lower merchant volumes from normal attrition and discontinuing business
with unprofitable merchant accounts.
Transaction processing expenses and cost of sales increased by $9.3
million, from $36.8 million for the six-month period ended June 30, 2007 to $46.1
million for the six-month period ended June 30, 2008. The increase consists of
additional cost of sales of $14.5 million in WowWee, offset by a decrease in
transaction processing due to lower volumes in Optimal Payments.
Selling, general and administrative expenses increased by $12.8 million,
from $13.5 million for the six-month period ended June 30, 2007 to $26.3 million for
the six-month period ended June 30, 2008. The increase in selling, general and
administrative expenses is due primarily to our acquisition of WowWee. The level of
selling, general and administrative expenses is not subject to significant seasonal
variability.
Amortization of intangibles pertaining to transaction processing
increased by $3.3 million, from $6.3 million for the six-month period ended June 30,
2007 to $9.6 million for the six-month period ended June 30, 2008. The increase in
amortization is due primarily to the intangible assets acquired in connection with our
acquisition of WowWee.
Amortization of equipment pertaining to cost of sales was $1.7 million.
This expense arises from our acquisition of WowWee and is related to the amortization
of moulds used in the production of our products.
Amortization of property and equipment pertaining to selling, general
and administration for the six-month period ended June 30, 2008 and 2007 remained
constant at $0.6 million.
Stock-based compensation pertaining to selling, general and
administrative expense decreased by $3.5 million, from $6.0 million for the six-month
period ended June 30, 2007 to $2.5 million for the six-month period ended June 30,
2008. As a result of our acquisition of all of the issued and outstanding ordinary
shares of FireOne Group plc held by non-controlling shareholders in February 2007, all
of the unvested restricted share units became exercisable and the remaining unamortized
compensation cost of $6.0 million was recognized. In June 2008, the expiry dates of
outstanding options issued in 2004 were extended by five years. Since these options
were vested at the date of modification, the incremental value of $1.4 million of the
fair value of the modified options over the value of the options immediately prior to
their modification was recognized as an expense in the quarter ended June 30,
2008.
Research and development expenses increased by $1.5 million, from $1.3
million for the six-month period ended June 30, 2007 to $2.8 million for the six-month
period ended June 30, 2008. The increase in research and development expenses is due
primarily to our acquisition of WowWee.
At December 31, 2007 the net book value of goodwill was $66.2 million,
of which $37.1 million related to WowWee and $29.1 million related to Optimal Payments.
Goodwill in Optimal Payments at December 31, 2007, was net of impairment charges of
$22.6 million provided for in 2007.
As discussed in note 3(b) of the notes to the interim consolidated
financial statements, goodwill in WowWee was reduced by $1.1 million during the period
ended June 30, 2008, as a result of fair value adjustments to certain assets and
liabilities as at the date of acquisition. Since we are still in the process of
finalizing the valuation of certain intangible assets and other assets acquired and
liabilities assumed as at the date of acquisition, the allocation of the purchase price
is subject to change. We expect to finalize the allocation of the purchase price by the
end of 2008.
At June 30, 2008, we also tested goodwill for impairment in Optimal
Payments as we determined that there was a more likely than not expectation that a
significant portion, or the entirety of this segment, would be sold over the course of
the next twelve months. As a result of this analysis, the goodwill in the segment was
determined to be impaired since the estimated fair value to be realized as proceeds
from transactions which are expected to be finalized within the next twelve months
would be less than the carrying value of the segment including goodwill. As a result,
we recorded a non-cash, pre-tax goodwill impairment loss of $29.1 million in the second
quarter of 2008 in Optimal Payments.
Investment income decreased by $2.8 million, from $3.5 million during
the six-month period ended June 30, 2007 to $0.7 million for the six-month period ended
June 30, 2008. The decrease is due primarily to the lower cash position during the
six-month period ended June 30, 2008, as a result of funds used to acquire WowWee in
November 2007.
The provision for income taxes was $10.5 million for the six-month
period ended June 30, 2008, as compared to $0.9 million for the six-month period ended
June 30, 2007. Significant components of the consolidated tax provision for the
six-month period ended June 30, 2008 included the effect of non-deductible goodwill
impairment, amortization of other (tax) asset and the write-off of previously
recognized future tax assets. As a result of the goodwill impairment loss relating to
Optimal Payments, we also amortized $5.7 million of the other tax asset as a future tax
expense in the second quarter of 2008, representing the remaining portion of this asset
that was realized at June 30, 2008. In addition, we wrote-off $7.6 million of
previously recognized future tax assets that no longer met the criteria for
recognition.
Other items in the 2008 tax provision included tax differences in tax
rates in foreign jurisdictions and non-deductible stock-based compensation. In 2008, a
greater portion of our operations was taxable in Hong Kong at a lower effective tax
rate than in Canada, which affected the provision by $1.0 million compared to a
recovery of $0.3 million for the six-month period ended June 30, 2007. In addition, the
2008 tax provision includes the tax effect of non-deductible stock-based compensation
expense in the amount of $0.8 million. In 2007, the tax effect of stock-based
compensation expense was $1.9 million as a result of the acceleration of vesting and
exercise of restricted share units in connection with the privatization of FireOne
Group plc.
Our tax provision also includes the effect of future taxes on unrealized
foreign exchange gains and losses, which arise upon the conversion into Canadian
dollars of net monetary assets and liabilities denominated in U.S. dollars for purposes
of determining taxable income under Canadian income tax regulations. Since the U.S.
dollar is our measurement currency and our consolidated financial statements are
presented in U.S. dollars, these foreign exchange gains and losses do not affect
earnings before income taxes. In the six-month period ended June 30, 2008, our tax
provision includes a future tax recovery of $0.2 million related to foreign exchange,
as compared to $1.3 million for the six-month period ended June 30, 2007.
We did not record non-controlling interest for the six-month period
ended June 30, 2008, as compared to $0.2 million for the six-month period ended June
30, 2007. The decrease results primarily from our acquisition in February 2007 of all
of the issued and outstanding ordinary shares of FireOne Group plc held by
non-controlling shareholders. After this date, non-controlling interest is no longer
recorded.
Our net loss for the six-month period ended June 30, 2008 was $56.4 million (or $2.18
per share), as compared to a net loss of $4.5 million (or $0.19 per share – basic
and diluted) for the six-month period ended June 30, 2007. The increase is due
primarily to a non-cash impairment loss from Optimal Payments of $29.1 million for
goodwill, as well as related charges of $5.7 million for the other asset and $7.6
million of future tax assets that no longer meet the criteria for recognition at June
30, 2008 in this segment. In addition, the results of operations include a loss of
$11.8 million from WowWee, which we expect will generate most of its annual revenues in
the third and fourth quarters.
EBITDA was a loss of $3.2 million (or a loss of $0.12 per share) for the
six-month period ended June 30, 2008, as compared to $6.1 million (or $0.25 per diluted
share) for the six-month period ended June 30, 2007.
EBITDA is a non-GAAP financial measure. A reconciliation of this
non-GAAP financial information is presented in the table below. We use non-GAAP
measures to assess our operating performance. Earnings and other measures adjusted to a
basis other than GAAP do not have standardized meanings and are unlikely to be
comparable to similar measures used by other companies. Accordingly, this non-GAAP
financial measure they should not be considered in isolation. We use EBITDA to measure
our performance from one period to the next without the variation caused by certain
adjustments that could potentially distort the analysis of trends in our operating
performance, and because we believe it provides meaningful information on our financial
condition and operating results.
EBITDA, as we use it, is calculated as earnings before investment
income, taxes, depreciation and amortization and excludes the impacts of impairment
loss, non-controlling interest, stock-based compensation and discontinued operations.
We believe it is useful to exclude these items as they are either non-cash expenses,
items that cannot be influenced by management in the short term, or items that do not
impact core operating performance. Excluding these items does not imply they are
non-recurring.
Reconciliation
of Non-GAAP Financial Information
|
(expressed in
thousands of U.S. dollars, except per share amounts)
|
|
|
|
|
|
|
|
Six
months ended
|
|
|
June
30,
|
|
|
2008
|
|
2007
|
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
Net (loss)
|
$
|
(56,440)
|
$
|
(4,495)
|
|
|
|
|
|
Add (deduct):
|
|
|
|
|
Amortization of intangibles pertaining to transaction
processing and cost of sales
|
|
9,596
|
|
6,336
|
Amortization of equipment pertaining to selling, general
and administrative
|
|
642
|
|
650
|
Amortization of equipment pertaining to cost of
sales
|
|
1,661
|
|
-
|
Stock-based compensation pertaining to selling, general
and administrative
|
|
2,451
|
|
6,027
|
Non-controlling interest
|
|
-
|
|
159
|
Investment income
|
|
(689)
|
|
(3,477)
|
Income tax provision
|
|
10,453
|
|
887
|
Impairment loss
|
|
29,097
|
|
-
|
|
|
|
|
|
EBITDA
|
$
|
(3,229)
|
$
|
6,087
|
Diluted shares
|
|
25,910,169
|
|
24,470,845
|
|
|
|
|
|
EBITDA per diluted share
|
$
|
(0.12)
|
$
|
0.25
|
Three-month period ended June 30, 2008 compared to the three-month
period ended June 30, 2007
Revenues increased by $13.6 million, from $28.0 million for the
three-month period ended June 30, 2007 to $41.6 million for the three-month period
ended June 30, 2008. The increase consists of additional revenues of $15.5 million
resulting from our acquisition of WowWee, offset by a decrease in revenues in Optimal
Payments as a result of lower merchant volumes from normal attrition and discontinuing
business with unprofitable merchant accounts.
Transaction processing and cost of sales increased by $8.6 million, from
$18.1 million during the three-month period ended June 30, 2007 to $26.7 million for
the three-month period ended June 30, 2008. The increase consists of additional cost of
sales of $10.8 million in WowWee, offset by a decrease in transaction processing due to
lower volumes in Optimal Payments.
Selling, general and administrative expenses increased by $7.9 million,
from $5.8 million for the three-month period ended June 30, 2007 to $13.7 million for
the three-month period ended June 30, 2008. The increase in selling, general and
administrative expenses is due primarily to our acquisition of WowWee. The level of
selling, general and administrative expenses is not subject to significant seasonable
variability.
Amortization of intangibles pertaining to transaction processing costs
and cost of sales increased by $1.6 million, from $3.2 million during the three-month
period ended June 30, 2007 to $4.8 million for the three-month period ended June 30,
2008. The increase in amortization is due primarily to the intangible assets acquired
in connection with our acquisition of WowWee.
Amortization of equipment pertaining to cost of sales of $0.8 million
for the three-month period ended June 30, 2008. This expense arises from our
acquisition of WowWee and is related to the amortization of moulds used in the
production of our products.
Amortization of property and equipment pertaining to selling, general
and administrative for the three-months period ended June 30, 2008 and 2007 remained
constant at $0.3 million.
Stock based compensation pertaining to selling, general and
administrative increased by $1.9 million, from a nominal amount during the three-month
period ended June 30, 2007 to $1.9 million during the three-month period ended June 30,
2008. This increase is due to additional compensation resulting from the five-year
extension of the expiry dates of outstanding options issued in 2004.Since these options
were vested at the date of modification, the incremental value of $1.4 million of the
fair value of the modified option over the value of the options immediately prior to
their modification was recognized as an expense in the quarter ended June 30,
2008.
Research and development expenses increased by $0.6 million, from $0.6
for the three-month period ended June 30, 2007 to $1.2 million for the three-month
period ended June 30, 2008. The increase in research and development expenses is due
primarily to our acquisition of WowWee.
At December 31, 2007 the net book value of goodwill was $66.2 million,
of which $37.1 million related to WowWee and $29.1 million related to Optimal Payments.
Goodwill in Optimal Payments as at December 31, 2007, was net of impairment charges of
$22.6 million provided for in 2007.
As discussed in note 3(b) of the notes to the interim consolidated
financial statements, goodwill in WowWee was reduced by $1.1 million during the period
ended June 30, 2008, as a result of fair value adjustments to certain assets and
liabilities as at the date of acquisition. Since we are still in the process of
finalizing the valuation of certain intangible assets and other assets acquired and
liabilities assumed as at the date of acquisition, the allocation of the purchase price
is subject to change. We expect to finalize the allocation of the purchase price by the
end of 2008.
At June 30, 2008, we also tested goodwill for impairment in Optimal
Payments as we determined that there was a more likely than not expectation that a
significant portion, or the entirety of this segment, would be sold over the course of
the next twelve months. As a result of this analysis, the goodwill in the segment was
determined to be impaired since the estimated fair value to be realized as proceeds
from transactions which are expected to be finalized over the course of the next twelve
months would be less than the carrying value of the segment including goodwill. As a
result, we recorded a non-cash, pre-tax goodwill impairment loss of $29.1 million in
the second quarter of 2008 in Optimal Payments.
Investment income decreased by $1.4 million, from $1.6 million during
the three-month period ended June 30, 2007 to $0.2 million for the three-month period
ended June 30, 2008. The decrease is due primarily to the lower cash position during
the three-month period ended June 30, 2008, as a result of funds used to acquire WowWee
in November 2007.
The provision for income taxes was $11.2 million for the three-month
period ended June 30, 2008, as compared to a charge of $0.1 million for the three-month
period ended June 30, 2007. Significant components of the consolidated tax provision
for the three-month period ended June 30, 2008 included non-deductible goodwill
impairment, amortization of other (tax) asset and write-off of previously recognized
future tax assets. As a result of the goodwill impairment loss relating to Optimal
Payments, we also amortized $5.7 million of the other tax asset as a future tax expense
in the second quarter of 2008, representing the remaining portion of this asset that
was realized at June 30, 2008. In addition, we wrote-off $7.6 million of previously
recognized future tax assets that no longer met the criteria for
recognition.
Other items in the 2008 tax provision included differences in tax rates
in foreign jurisdictions and non-deductible stock-based compensation. In 2008, a
greater portion of our operations was taxable in Hong Kong at a lower effective tax
rate than in Canada, which affected the provision by $0.3 million compared to a
recovery of $0.3 million for the three-month period ended June 30, 2007. In addition,
the 2008 provision includes the tax effect of non-deductible stock-based compensation
expense in the amount of $0.6 million, as compared to a nominal amount in
2007.
Our tax provision also includes the effect of future taxes on unrealized
foreign exchange gains and losses, which arise upon the conversion into Canadian
dollars of net monetary assets and liabilities denominated in U.S. dollars for purposes
of determining taxable income under Canadian income tax regulations. Since the U.S.
dollar is our measurement currency and our interim consolidated financial statements
are presented in U.S. dollars, these foreign exchange gains and losses do not affect
earnings before income taxes. In the three-months period ended June 30, 2008, our tax
provision includes a future tax recovery of $0.5 million related to foreign exchange
compared to a recovery of $1.2 million for the three-months period ended June 30,
2007.
Our net loss for the three-month period ended June 30, 2008 was $48.4
million (or $1.87 per diluted share), compared to a net earnings of $1.2 million (or
$0.05 per share – basic and diluted) for the three-month period ended June 30,
2007
.
The
increase is due primarily to a non-cash impairment loss from Optimal Payments of $29.1
million for goodwill, as well as related charges of $5.7 million for the other assets
and $7.6 million of future tax assets that no longer meet the criteria for recognition
at June 30, 2008 in this segment. In addition, the results of operations include a loss
of $4.6 million from WowWee, which we expect will generate most of its annual revenues
in the third and fourth quarters.
EBITDA was a loss of $0.5 million (or a loss of $0.02 per diluted share)
for the three-month period ended June 30, 2008, as compared to earnings of $3.3 million
(or $0.13 per diluted share) for the three-month period ended June 30, 2007.
EBITDA is a non-GAAP financial measure. A reconciliation of this
non-GAAP financial information is presented in the table below. We use non-GAAP
measures to assess our operating performance. Earnings and other measures adjusted to a
basis other than GAAP do not have standardized meanings and are unlikely to be
comparable to similar measures used by other companies. Accordingly, this non-GAAP
financial measure should not be considered in isolation. We use EBITDA to measure our
performance from one period to the next without the variation caused by certain
adjustments that could potentially distort the analysis of trends in our operating
performance, and because we believe it provides meaningful information on our financial
condition and operating results.
EBITDA, as we use it, is calculated as earnings before investment
income, taxes, depreciation and amortization and excludes the impacts of impairment
loss, non-controlling interest, stock-based compensation and discontinued operations.
We believe it is useful to exclude these items as they are either non-cash expenses,
items that cannot be influenced by management in the short term, or items that do not
impact core operating performance. Excluding these items does not imply they are
non-recurring.
Reconciliation
of Non-GAAP Financial Information
|
(expressed in
thousands of U.S. dollars, except per share amounts)
|
|
|
|
|
|
|
|
Three
months ended
|
|
|
June
30,
|
|
|
2008
|
|
2007
|
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
Net (loss) earnings
|
$
|
(48,394)
|
$
|
1,157
|
|
|
|
|
|
Add (deduct):
|
|
|
|
|
Amortization of intangibles pertaining to transaction
processing and cost of sales
|
|
4,832
|
|
3,227
|
Amortization of equipment pertaining to selling, general
and administrative
|
|
337
|
|
316
|
Amortization of equipment pertaining to cost of
sales
|
|
832
|
|
-
|
Stock-based compensation pertaining to selling, general
and administrative
|
|
1,880
|
|
30
|
Investment income
|
|
(243)
|
|
(1,576)
|
Income tax provision
|
|
11,169
|
|
106
|
Impairment loss
|
|
29,097
|
|
-
|
|
|
|
|
|
EBITDA
|
$
|
(490)
|
$
|
3,260
|
Diluted shares
|
|
25,852,211
|
|
24,396,914
|
|
|
|
|
|
EBITDA per diluted share
|
$
|
(0.02)
|
$
|
0.13
|
Liquidity and Capital Resources
As at June 30, 2008, cash and cash equivalents, cash held as reserves,
short-term investments, short-term investments held as reserves and settlement assets
totaled $62.3 million (including $7.6 million held as reserves), as compared to $73.0
million (including $8.6 million held as reserves) as at December 31, 2007.
The decrease in cash and cash equivalents, and short-term investments is
primarily due to the use of cash and cash equivalents in operations, in WowWee for
seasonal build-up of inventories to meet orders to be shipped in the second half of the
year and the purchase of equipment and in Optimal Payments due to the reduction of
customer reserves and security deposits. As described above, a significant portion of
cash and cash equivalents, and short-term investments have a corresponding liability as
these cash amounts are derived from reserves and security deposits which are due to
customers (see “Our Industry Segments – Optimal Payments”).
Settlement assets result from timing differences in the settlement process of Optimal
Payments. Settlement assets are typically funded to us within days from the transaction
processing date.
Operating activities generated $3.2 million of cash and cash equivalents
in the three-month period ended June 30, 2008, as compared to $19.7 million of cash
used for the three-month period ended June 30, 2007. This change is due mainly to a
reduction in cash payments made regarding customer reserves and security deposits.In
2007, we paid out a significant amount of these reserves as a result of the cessation
of the U.S. based gaming portion of the payment processing segment.
Investing activities generated$2.3 million of cash and cash equivalents
for the three-month period ended June 30, 2008, as compared to generating $4.2 million
of cash and cash equivalents for the three-month period ended June 30, 2007, which
included proceeds from maturities of short-term investments of $5.1 million. During the
three-month period ended June 30, 2008, $4.3 million was received from the proceeds on
maturity of short-term investments, and $2.1 million was used to acquire equipment and
intangible assets primarily related to WowWee.
We believe that our cash, cash equivalents and short-term investments
will be adequate to meet our needs for at least the next 12 months.
We have no financial obligations of significance, including any
off-balance sheet arrangements, other than long-term lease commitments for our premises
in the United States, Canada and Hong Kong.
Item 3.
|
Quantitative and Qualitative Disclosures About
Market Risk
|
There have been no material changes to the disclosures about market risk
contained in our Annual Report on Form 10-K for the year ended December 31,
2007.
Item 4.
|
Controls and Procedures
|
As of June 30, 2008 (the “Evaluation Date”), under the
supervision and with the participation of our management, including our Chief Executive
Officer and our Chief Financial Officer, we evaluated the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e)
or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Based upon this evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that, as of the Evaluation Date, our disclosure controls
and procedures were effective to ensure that information required to be disclosed by us
in the reports filed or submitted by us under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms.
Additionally, under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial Officer, we
concluded that there have been no changes in our internal control over financial
reporting during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1.
|
Legal Proceedings
|
There were no material changes to the disclosure of legal proceedings
contained in our Annual Report on Form 10-K for the year ended December 31, 2007,
except as discussed in our Quarterly Report on Form 10-Q for the three-months ended
March 31, 2008 and as follows.
Optimal Payments has received a request for information from U.S.
Attorney’s Office in the Eastern District of New York pertaining to its former
involvement in processing payment transactions for Internet pharmacies. Optimal
Payments is currently in discussions with that office relating to those processing
activities.
There were no material changes to the disclosure of risk factors
contained in our Annual Report on Form 10-K for the year ended December 31,
2007.
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
There were no sales of unregistered equity securities during the
three-month period ending June 30, 2008. The following table is a summary of our
purchases of common shares during the three-month period ended June 30,
2008.
Optimal
Group Inc. Purchases of Equity Securities
|
Period
|
Total
Number of Shares Purchased
|
Average
Price Paid
Per
Share
($)
|
Total Number of Shares Purchased as Part of Publicly
Announced Plans or Programs
(1)
|
Maximum
Number of Shares that May Yet Be Purchased Under the Plans or
Programs
(1)
|
|
|
|
|
|
April 1, 2008
to April 30, 2008
|
0
|
0
|
0
|
1,126,142
|
May 1, 2008
– May 31, 2008
|
25,000
|
2.8500
|
25,000
|
1,101,142
|
June 1, 2008 to
June 30, 2008
|
8,600
|
2.7000
|
8,600
|
1,092,542
|
|
|
|
|
|
Total
|
33,600
|
2.8309
|
33,600
|
1,092,542
|
|
(1)
|
We made all purchases of our common
shares under our stock purchase program publicly announced on November
6, 2007 under which we are authorized to purchase up to 1,300,000
shares, being approximately 5.0% of the 26,036,548 common shares
outstanding as at November 14, 2007. We are authorized under our 2007
stock purchase program to purchase our common shares on the open market
through the facilities of the Nasdaq Stock Market from time to time
over the course of the 12-month period that commenced on November 21,
2007 and ends on November 20, 2008.
|
Item
3.
|
Defaults
Upon Senior Securities
|
The registrant has nothing to report under this item.
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
We held our annual and special meeting of shareholders on June 25, 2008.
The following resolutions were adopted:
Resolution
|
Votes For
|
Votes Against
|
Withheld
|
Non-Voted
|
Election of Tommy Boman as
Director
(1)
|
14,262,313
|
N/A
|
1,203,456
|
0
|
Election of
Holden L. Ostrin as Director
(1)
|
14,251,098
|
N/A
|
1,214,671
|
0
|
Election of
Stephen J. Shaper as Director
(1)
|
14,255,927
|
N/A
|
1,209,842
|
0
|
Appointment of
KPMG LLP as Auditors
|
15,095,932
|
N/A
|
369,754
|
0
|
Amendment to
extend termination date of certain outstanding five-year
options
|
10,214,502
|
1,586,931
|
N/A
|
3,664,663
|
(1)
|
Tommy Boman, Holden L. Ostrin and
Stephen J. Shaper were elected to hold office until the close of the
2011 annual meeting of shareholders. The following directors did not
stand for election and continue in office for the following respective
periods:
|
Henry M. Karp, Jonathan J. Ginns and Sydney Sweibel each to hold office
until the close of the 2010 annual meeting of shareholders, and Neil S. Wechsler, James
S. Gertler and Thomas D. Murphy each to hold office until the close of the 2009 annual
meeting of shareholders.
Item
5.
|
Other
Information
|
The registrant has nothing to report under this item.
Exhibits
Exhibit Number
|
Exhibit
|
|
|
31.1
|
Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification pursuant to Section 1350, Chapter 63 of
Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification pursuant to Section 1350, Chapter 63 of
Title 18, United States Code, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
August 6, 2008
|
Optimal Group Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ NEIL S. WECHSLER
|
|
|
Neil S. Wechsler, Co-Chairman
|
|
|
and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ GARY S. WECHSLER
|
|
|
Gary S. Wechsler, Chief Financial Officer
|
|
|
(Principal Accounting Officer)
|