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Back to press releases March 6, 2006

Optimal Group Announces Fourth Quarter and 2005 Year End Results
$13.6 million ($0.52/share) in Underlying Earnings for Q4 2005
$38.5 million ($1.52/share) in Underlying Earnings for 2005
Increases Financial Guidance for Q1 2006

Montreal, Quebec, March 6, 2006 – Optimal Group Inc. (NASDAQ:OPMR) today announced its financial results for the fourth quarter and year ended December 31, 2005. All references are to U.S. dollars.

Revenues for the fourth quarter ended December 31, 2005 were $61.9 million compared to $30.9 million in the fourth quarter ended December 31, 2004.

Underlying earnings from continuing operations before income taxes and non-controlling interest for the fourth quarter were $13.6 million or $0.52 per diluted share compared to $4.9 million or $0.21 per diluted share in the fourth quarter of 2004.

Underlying earnings from continuing operations before income taxes and non-controlling interest is a non-GAAP (Generally Accepted Accounting Principles) financial measure that excludes amortization of intangibles, amortization of property and equipment, inventory write-downs, stock-based compensation expense, restructuring costs, foreign exchange, impairment losses, gain on sale of investments, income taxes, non-controlling interest and discontinued operations. A reconciliation of Optimal's underlying earnings from continuing operations before income taxes and non-controlling interest is included in Annex A to the Company's consolidated financial statements attached below.

Net loss incurred in the fourth quarter ended December 31, 2005 was $20.6 million or $0.89 per share, which includes stock-based compensation of $14.1 million or $0.61 per share ($0.54 per diluted share), due primarily to the accelerated vesting in the fourth quarter of all unvested stock options and restricted share units, impairment losses of $7.1 million or $0.31 per share pertaining to the Company's hardware maintenance and repair outsourcing services business segment, and $3.3 million or $0.14 per share of restructuring costs. The net earnings for the comparable year-earlier period were $0.5 million or $0.02 per diluted share, which included amortization of stock-based compensation of $1.9 million or $0.08 per diluted share.

Optimal's Board of Directors approved the accelerated vesting, in the fourth quarter, of all unvested stock options previously awarded to employees, officers and directors to eliminate compensation expense that would otherwise be recognized in Optimal's income statement with respect to these stock options. Optimal's Board of Directors took this action with the belief that it is in the best interest of shareholders as it will reduce the Company's reported non-cash, compensation expense in future periods. The primary purpose of the acceleration is to eliminate future non-cash, compensation expenses associated with the accelerated options that the Company would otherwise recognize. As a result of the accelerated vesting, and the concurrent accelerated vesting of unvested FireOne Group plc restricted share units, Optimal recorded a non-cash, one-time stock compensation expense in the fourth quarter totaling $14.1 million, which will result in the elimination of quarterly stock based compensation expense in the same aggregate amount that would otherwise be required to be recognized over the six quarters ending June 30, 2007.

The unvested options which were accelerated are comprised of options granted under the Company's stock option plan and options originally granted by Terra Payments Inc. and assumed by Optimal upon its acquisition of Terra Payments. In order to prevent unintended personal benefits to employees, officers and directors, the Board of Directors imposed restrictions on any shares received through the exercise of accelerated options held by those individuals. These restrictions prevent the sale of any stock obtained through exercise of an accelerated option prior to the earlier of the original vesting date or the individual's termination of employment. The Board of Directors of FireOne Group imposed a similar restriction upon the sale of the ordinary shares underlying the FireOne Group restricted share units in respect of which the vesting was accelerated.

Revenues for the year ended December 31, 2005 were $181.4 million compared to $89.4 million in the year ended December 31, 2004.

Underlying earnings from continuing operations before income taxes and non-controlling interest were $38.5 million or $1.52 per diluted share for the year ended December 31, 2005 compared to underlying earnings from continuing operations before income taxes and non-controlling interest of $7.3 million or $0.36 per diluted share for fiscal 2004.

Net earnings for the year ended December 31, 2005 were $0.6 million or $0.02 per diluted share, which includes stock-based compensation of $22.4 million or $0.88 per diluted share, impairment losses of $8.7 million or $0.34 per diluted share pertaining to the Company's hardware maintenance and repair outsourcing services business segment, and $3.6 million or $0.14 per diluted share of restructuring costs which includes a charge of $3.3 million in connection with the departure of a senior executive. The net loss for the comparable year-earlier period was $9.3 million or $0.46 per diluted share which included amortization of stock-based compensation of $5.7 million or $0.28 per diluted share.

Balance Sheet Highlights

Optimal's consolidated balance sheet remains strong. At year-end, the Company had:

  • cash, cash equivalents, short-term investments (including amounts held in reserve) and settlement assets net of customer reserves, security deposits and bank indebtedness of $106.2 million;
  • working capital, excluding cash and short-term investments held as reserves, of $62.2 million; and
  • shareholders' equity of $203.3 million.

Commenting on the announcement, Holden L. Ostrin, Co-Chairman of Optimal, said, "We are very pleased with our performance in 2005 and with the direction of our businesses. The fourth quarter of 2005 closes out a successful year for our core payments businesses. Throughout the year, Optimal has demonstrated strong and consistent sequential growth and we are looking forward to a continuation of that in 2006. Our focus on card-not-present transactions has enabled us to scale our business while simultaneously managing the inherent risk in those types of transactions."

Mr. Ostrin continued, "Our financial results for 2005 were strong. Optimal generated significant cash flow as demonstrated by our $38.5 million in underlying earnings before income taxes and non-controlling interest on total revenue of $181.4 million. 2005 was a very active year with a number of transactions completed. We remain very focused on the execution of the business plan that we have put in place for Optimal."

Increasing First Quarter 2006 Guidance

Optimal today announced that it is increasing its financial guidance for the first quarter of 2006. Optimal now expects to report adjusted earnings per diluted share of $0.23 to $0.25 based on fully diluted shares outstanding of approximately 26.4 million. Optimal's original guidance for this period was to report adjusted earnings per diluted share of $0.21 to $0.23 based on fully diluted shares outstanding of approximately 26.4 million. The revised guidance provided today reflects, among other things, better than expected performance across certain of our business segments.

Adjusted earnings per diluted share is a non-GAAP (generally accepted accounting principles) financial measure that excludes foreign exchange gains and losses and related income tax effects. Changes in foreign exchange rates are outside of the Company's normal operations and therefore difficult to forecast with any accuracy.

Use of Adjusted Earnings per Diluted Share

In addition to the financial measures prepared in accordance with GAAP, Optimal uses certain non-GAAP financial measures, including adjusted earnings per diluted share. Optimal believes that the inclusion of such measures helps investors to gain a better understanding of its core operating results and future prospects and is consistent with how management measures and forecasts the Company's operational and financial performance, especially when comparing such results to previous periods or forecasts.

As a result of the accelerated vesting of all of the Company's outstanding stock options and all of FireOne Group's outstanding restricted share units in the fourth quarter of 2005, Optimal accelerated the recognition of the non-cash compensation expense that would otherwise be recognized in future income statements. Having eliminated this non-cash compensation expense, Optimal believes that providing guidance on adjusted earnings per diluted share gives investors a better understanding of the Company's performance and Optimal will therefore discontinue providing "underlying earnings" guidance commencing with the first quarter of 2006.

Optimal will provide a reconciliation of adjusted earnings per diluted share in an annex to the Company's earnings release on a quarterly basis commencing in the first quarter of 2006.

Key assumptions and sensitivities

For the purposes of projecting our first quarter 2006 adjusted earnings per diluted share, we have made the following principal assumptions: there will be no events, such as the exercise or grant of stock options or restricted share units, which will significantly impact the number of fully diluted shares outstanding; first quarter growth in both the gaming and non-gaming payment processing industries will approximate the growth experienced in recent quarters; we will be successful in the continuing integration of the business assets acquired in 2005 by our payments business, and no unanticipated expenses will be incurred; bad debt expense will be consistent with our bad debt experience over recent quarters; and we will not suffer the loss, due to insolvency or otherwise, of any customer that accounts for a significant portion of the revenues of our payments or services business. Although we believe that the assumptions underlying our statement as to projected first quarter 2006 adjusted earnings per diluted share are reasonable, any of those assumptions could prove to be inaccurate and, therefore, there can be no assurance that such projection will prove to be accurate.

Our statement as to projected first quarter 2006 adjusted earnings per diluted share is forward looking, and does not take into account the potential impact of any future divestitures, acquisitions, mergers or other business combinations. Furthermore, our actual first quarter 2006 adjusted earnings per diluted share are subject to the risks and uncertainties summarized below under "Forward Looking Statements" and could differ materially from our projection. As well, the non-GAAP financial results of Optimal's results of operations are not meant to be considered superior to or a substitute for Optimal's results of operations prepared in accordance with GAAP.

Optimal's conference call will be held on Tuesday, March 7, 2006 at 10:00 am (EST). It is the intent of Optimal's conference call to have the question and answer session limited to institutional analysts and investors. The call can be heard beginning at 10:00 am (EST) as an audio webcast via Optimal's website at www.optimalgrp.com. As well, Optimal invites retail brokers and individual investors to hear the conference call replay by dialing 514-861-2722 / 1 800-408-3053 access code 3176210#. The replay may be heard beginning at 2:00 pm (EST) on March 7, 2006 and will be available for five business days thereafter.

About Optimal Group Inc.

Optimal Group Inc. is a leading payments and services company with operations throughout North America, the United Kingdom and Ireland. Through Optimal Payments, we process credit card payments for Internet businesses, mail-order/telephone-order and retail point-of-sale merchants, and process electronic checks and direct debits online and by phone. Through FireOne Group (London/AIM: FPA.L) and its subsidiaries, we process online gaming transactions through the use of credit and debit cards, electronic debit and through FirePay (www.firepay.com), a leading stored-value, electronic wallet. FireOne Group offers FirePay for non-gaming purchases as well. Through Optimal Services Group, we provide repair depot and field services to retail, financial services and other third-party accounts.

For more information about Optimal, please visit the Company's website at www.optimalgrp.com.

Gary Wechsler
Chief Financial Officer
Optimal Group Inc.
(514) 738-8885
gary@optimalgrp.com


Forward-Looking Statements:

Statements in this release that are "forward-looking statements" are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors such as the following: our ability to retain key personnel is important to our growth and prospects; we may be unable to find suitable acquisition candidates and may not be able to successfully integrate businesses that may be acquired into our operations; our contracts for hardware maintenance and repair outsourcing services may not be renewed or may be reduced; our hardware maintenance and repair outsourcing services business is affected by computer industry trends; our hardware maintenance and repair outsourcing services business operates in a market subject to rapid technological change; our per incident hardware maintenance and repair outsourcing services revenues are variable; we operate in a highly competitive market and there is no assurance that we will be able to compete successfully against current or future competitors; we rely on single suppliers for some of our inventory; we may not be able to accurately predict our inventory requirements; our hardware maintenance and repair outsourcing services business may be subject to unforeseen difficulties in managing customers' equipment; our hardware maintenance and repair outsourcing services business may fail to price fixed fee contracts accurately; our payments business is at risk of loss due to fraud and disputes; our payments business may not be able to safeguard against security and privacy breaches in our electronic transactions; our payment system might be used for illegal or improper purposes; we must comply with credit card and check clearing association rules and practices which could impose additional costs and burdens on our payments business; we may not be able to develop new products that are accepted by our customers; the failure of our systems, the systems of third parties or the internet could negatively impact our business systems or our reputation; the legal status of internet gaming is uncertain and future regulation may make it costly or impossible to continue processing for gaming merchants; we face uncertainties with regard to lawsuits, regulations and similar matters; increasing government regulation of internet commerce could make it more costly or difficult to continue our payments business; we rely on strategic relationships and suppliers; it may be costly and/or time-consuming to enforce our rights with respect to assets held in foreign jurisdictions; our ability to protect our intellectual property is key to the future growth of our payments business; we operate in a competitive market for our products and services; our business systems are based on sophisticated technology which may be negatively affected by technological defects and product development delays; our payments business relies upon encryption technology to conduct secure electronic commerce transactions; the ability of our payments business to process electronic transactions depends on bank processing and credit card systems; we are subject to exchange rate fluctuations between the U.S. and Canadian dollars; we may be subject to liability or business interruption as a result of unauthorized disclosure of merchant and cardholder data that we store; our business is subject to fluctuations in general business conditions; we may be subject to additional litigation stemming from our operation of the U-Scan self-checkout business.

For further information regarding risks and uncertainties associated with our business, please refer to the "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Legal Proceedings" and "Forward Looking Statements" sections of our annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the SEC.

All information in this release is as of March 6, 2006. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in our expectations.


Consolidated Balance Sheets, Statements of Operations and Statements of Cash Flows follow:

OPTIMAL GROUP INC.
Consolidated Statements of Operations

Three and twelve month periods ended December 31, 2005 and 2004
(expressed in thousands of US dollars)
----------------------------------------------------------------------


                                                      
                               Three months ended  Twelve months ended
                                 December 31,          December 31,
                                2005      2004        2005      2004
                              Unaudited  Unaudited  Unaudited  Audited
----------------------------------------------------------------------

 Revenues                     $ 61,891   $ 30,873   $181,351  $89,373
 Expenses:
    Transaction processing and
     service costs              33,640     17,475     95,898   54,544
    Selling, general and
     administrative             14,248      7,817     44,586   24,369
    Inventory write-downs
     pertaining to service costs     -          -          -    2,931
    Amortization of intangibles
     pertaining to
  transaction processing and
   service costs                 3,139       829       8,626    2,542
    Amortization of property and
     equipment                     586       549       2,161    1,788
    Stock-based compensation
     pertaining to
  selling, general and
   administrative               14,090      1,904     22,403    5,736
    Research and development       808        409      2,359    1,511
    Operating leases             1,081        863      4,123    3,298
    Restructuring costs          3,299          -      3,565      923
    Foreign exchange (gain) loss   (91)      (894)     1,252   (1,021)
    Impairment losses            7,142          -      8,657        -
----------------------------------------------------------------------
                                77,942     28,952    193,630   96,621

 (Loss) earnings from continuing
  operations before undernoted
  items                        (16,051)     1,921    (12,279)  (7,248)

 Investment income               1,518        552      4,149    1,632
 Gain on sale of interest in
  FireOne                            -          -     30,411        -
----------------------------------------------------------------------

 (Loss) earnings  from
  continuing operations before
  income taxes and
  non-controlling interest     (14,533)     2,473     22,281   (5,616)

 Income tax provision            3,667        671     11,008    1,188
----------------------------------------------------------------------

 (Loss) Earnings  from
  continuing operations before 
  non-controlling interest     (18,200)     1,802     11,273   (6,804)

 Non-controlling interest        2,443          -      4,181        -

----------------------------------------------------------------------
 (Loss) earnings  from
  continuing operations        (20,643)     1,802      7,092   (6,804)

 Loss from discontinued
  operations, net of income
  taxes                              -     (1,347)    (6,327)  (6,613)

 (Loss) gain on disposal of net
  assets from discontinued
  operations, net of income taxes    -          -       (188)   4,164

----------------------------------------------------------------------
 Net (loss) earnings          $(20,643)  $    455   $    577  $(9,253)
----------------------------------------------------------------------

 Weighted average number of
  shares:
    Basic                       23,217     22,220     22,869   20,290
    Plus impact of stock
     options and warrants        3,119        544      2,475      137

----------------------------------------------------------------------
    Diluted                     26,336     22,764     25,344   20,427
----------------------------------------------------------------------

 Earnings (loss) per share :
    Continuing operations:
       Basic                   $ (0.89)  $   0.08   $   0.31  $ (0.34)
       Diluted                   (0.89)      0.08       0.28    (0.34)
    Discontinued operations:
       Basic                         -      (0.06)     (0.28)   (0.12)
       Diluted                       -      (0.06)     (0.26)   (0.12)
    Net:
       Basic                     (0.89)      0.02       0.03    (0.46)
       Diluted                   (0.89)      0.02       0.02    (0.46)
----------------------------------------------------------------------

OPTIMAL GROUP INC.
Consolidated Statements of Cash Flows

Three and twelve month periods ended December 31,
(expressed in thousands of US dollars)

----------------------------------------------------------------------
                                                      
                              Three months ended   Twelve months ended
                                 December 31,          December 31,
                                2005      2004       2005       2004
                              Unaudited  Unaudited  Unaudited  Audited
----------------------------------------------------------------------

Cash flows from operating
 activities:
Net (earnings) loss from
 continuing operations        $(20,643)   $ 1,804    $ 7,092  $(6,804)
Adjustments for items not
 affecting cash:
      Non - controlling
       interest                  2,443          -      4,181        -
      Amortization               3,725      1,378     10,787    4,330
      Future income taxes        1,465        577      2,682      983
      Stock-based
       compensation             14,090      1,904     22,403    5,736
      Inventory write-downs          -          -          -    2,931
      Foreign exchange               7       (523)       562     (523)
      Impairment losses          7,142          -      8,657        -
      Loss on disposal of
       property and equipment        -          -         48        -
       Gain on sale of
        interest in FireOne          -          -    (30,411)       -
Net change in operating assets
 and liabilities                 6,070      9,680     30,540    4,168
----------------------------------------------------------------------
                                14,299     14,820     56,541   10,821
Cash flows from financing
 activities:
   Proceeds from issuance of
    FireOne common shares           16          -         16        -
   Decrease (increase) in
    bank indebtedness            1,715     (3,626)      (480)  (3,328)
   Repayment of capital
    leases                        (246)      (290)      (246)    (290)
   Repurchase of Class "A"
    shares                        (436)         -       (436)       -
   Proceeds from issuance of
    Class "A" shares               806        307      7,508      482
----------------------------------------------------------------------
                                 1,855     (3,609)     6,362   (3,136)
Cash flows from investing
 activities:
   Purchase of property and
    equipment                     (981)      (754)    (2,897)  (2,786)
   Proceeds from sale of
    property and equipment           -          -         69        -
   Proceeds from sale of
    assets                           -          -        518        -
   (Purchase) proceeds from
    maturity of short-term
    investments                (54,353)   (37,904)     5,852    9,242
   Decrease (increase) in
    note receivable                 62        (35)       138       33
   Proceeds from sale of
    interest in FireOne              -          -     44,146        -
   Increase in cash held in
    escrow                        (742)    (2,794)     2,794   (2,794)
   Cash acquired on
    acquisition of Terra             -    (10,547)         -   32,880
   Acquisition of NPS, net of
    cash acquired of $126            -       (114)    (3,000) (12,006)
   Acquisition of MCA,
    including acquisition
    costs of $49                     -          -     (3,722)       -
   Acquisition of UBC,
    including acquisition
    costs of $277                    -          -    (44,277)       -
   Acquisition of Moneris,
    including acquisition
    costs of $266              (18,266)         -    (18,266)       -
   Proceeds from disposition
    of business                      -          -          -   30,194
   Proceeds from disposition
    of investment in EBS             -          -          -    3,974
   Transactions costs             (635)         -     (6,553)  (1,389)
   Acquisition of RBA              742          -        742        -
   Acquisition of Systech
    Retail Systems                   -     (2,627)         -   (3,465)
----------------------------------------------------------------------
                               (74,173)   (54,775)   (24,456)  53,883

 Effect of exchange rate
  changes on cash and
  cash equivalents during the
   period                          223      1,996       (169)   1,776
----------------------------------------------------------------------

 Cash flows of discontinued
  operations:
       Operating cash flows         75        934     (2,669)  (1,971)
       Financing cash flows          -          -       (310)    (472)
       Investing cash flows          -          -          -   (2,176)
                                    75        934     (2,979)  (4,619)
 Net (Decrease) increase in
  cash and cash equivalents    (57,721)   (40,634)    35,299   58,725
 Cash and cash equivalents,
  beginning of period          155,957    103,571     62,937    4,212

----------------------------------------------------------------------
 Cash and cash equivalents,
  end of period                $98,236    $62,937    $98,236  $62,937
----------------------------------------------------------------------


Optimal Group Inc.
Consolidated Balance Sheets

December 31, 2005 and 2004
(expressed in thousands of US dollars)
                                                      2005      2004
                                                   Unaudited  Audited
----------------------------------------------------------------------

 Assets
 Current assets:
    Cash and cash equivalents                      $  98,236 $ 62,937
    Cash held as reserves                             22,722   18,739
    Cash held in escrow                                    -    3,536
    Short-term investments                            82,361   88,213
    Short-term investments held as reserves            3,014    2,104
    Settlement assets                                 20,727   14,375
    Accounts receivable                               11,354    7,121
    Income taxes receivable and refundable
     investment tax credits                            1,055      773
    Inventory                                          2,801    1,953
    Prepaid expenses and deposits                      1,972    1,138
    Future income taxes                                2,016        -
    Current assets related to discontinued
     operations                                          504    2,845
----------------------------------------------------------------------
                                                     246,762  203,734

 Long-term receivables                                 3,528    3,666
 Non-refundable investment tax credits                     -    4,747
 Property and equipment                                5,658    4,462
 Goodwill and other intangible assets                117,090   68,525
 Deferred compensation cost                                -    1,807
 Future income taxes                                     683    3,979
 Other asset                                          10,462        -
 Long-term assets related to discontinued
  operations                                             500    4,326
----------------------------------------------------------------------
                                                     384,683  295,246
----------------------------------------------------------------------

 Liabilities and Shareholders' Equity
 Current liabilities:
    Bank indebtedness                              $   8,390 $  8,301
    Customer reserves and security deposits          112,422   77,574
    Accounts payable and accrued liabilities          26,706   21,867
    Deferred revenue                                     921    1,591
    Income taxes payable                               8,998      403
    Current portion of obligations under capital
     leases                                              338      242
    Future income taxes                                  836      917
    Current liabilities related to discontinued
     operations                                          181    3,358
----------------------------------------------------------------------
                                                     158,792  114,253

 Non - controlling interest                           12,926        -
 Future income taxes                                   8,958    3,794
 Other payable                                           258        -
 Deferred revenue                                        214      318
 Obligations under capital leases                        245      200
 Shareholders' equity:
    Share capital                                    195,149  184,191
    Additional paid-in capital                        25,884   10,557
    Deficit                                          (16,259) (16,583)
    Cumulative translation adjustment                 (1,484)  (1,484)
----------------------------------------------------------------------
                                                     203,290  176,681

----------------------------------------------------------------------
                                                     384,683  295,246
----------------------------------------------------------------------


Annex A

Use of Non-GAAP Financial Information

We supplement our reporting of earnings (loss) from continuing operations before income taxes and non-controlling interest determined in accordance with Canadian and U.S. GAAP by reporting "underlying earnings (loss) from continuing operations before income taxes and non-controlling interest" as a measure of earnings (loss) in this earnings release. In establishing this supplemental measure of earnings (loss), we exclude from earnings (loss) from continuing operations before income taxes and non-controlling interest those items which, in the opinion of management, are not reflective of our underlying core operations.

Examples of the type of items which are included in our earnings (loss) from continuing operations before income taxes and non-controlling interest as determined in accordance with Canadian and U.S. GAAP, but which are excluded in establishing underlying earnings (loss) from continuing operations before income taxes and non-controlling interest may include, but are not limited to restructuring charges, inventory write-downs, stock-based compensation, amortization of intangible assets, amortization of property and equipment, foreign exchange gains and losses, impairment losses and gain on sale of investments. Management believes that underlying earnings (loss) from continuing operations before income taxes and non-controlling interest is useful to investors as a measure of our earnings (loss) because it is, for management, a primary measure of our growth and performance, and provides a more meaningful reflection of underlying trends of the business.

Underlying earnings (loss) from continuing operations before income taxes and non-controlling interest does not have a standardized meaning under Canadian or U.S. GAAP and therefore should be considered in addition to, and not as a substitute for, earnings (loss) from continuing operations before income taxes and non-controlling interest or any other amount determined in accordance with Canadian and U.S. GAAP. Our measure of underlying earnings (loss) from continuing operations before income taxes and non-controlling interest reflects management's judgment in regard to the impact of particular items on our core operations, and may not be comparable to similarly titled measures reported by other companies.


OPTIMAL GROUP INC.
Reconciliation of Non-GAAP Financial Information
(expressed in thousands of U.S. dollars)
                                                      

                         Three months ended        Twelve months ended
                       December 31,    Sept. 30,      December 31,
                      2005      2004     2005*       2005      2004
                   Unaudited Unaudited Unaudited  Unaudited  Unaudited
                   ---------------------------------------------------

(Loss)  earnings from
 continuing operations
 before
  income taxes and
   non-controlling
   interest         (14,533)    2,473     3,399      22,281   (5,616)

Add (deduct):
Gain on sale of
 interest in FireOne      -         -       167     (30,411)       -
Impairment losses     7,142         -         -       8,657        -
Restructuring costs   3,299         -         -       3,565      923
Inventory write-downs
 pertaining to service
 costs                    -         -         -           -    2,931
Stock-based
 compensation
 pertaining to
 selling, general
 and administrative
 expenses            14,090     1,904     3,579      22,403    5,736
Amortization of
 intangibles pertaining
 to transaction
 processing and service 
 costs                3,139       829     2,485       8,626    2,542
Amortization of 
 property and
 equipment              586       549       508       2,161    1,788
Foreign exchange  
 (gain) loss            (91)     (894)      629       1,252   (1,021)
                   -------------------  --------    -----------------
Underlying earnings
 from continuing
 operations before 
 income taxes and
 non-controlling
 interest            13,632     4,861    10,767      38,534    7,283
                   ===================  ========    =================

* Extracted from third quarter results (please refer to our press 
release dated November 7, 2005)


OPTIMAL GROUP INC.
Reconciliation of Non-GAAP Financial Information by Segment
For the three-month period ended December 31, 2005
(expressed in thousands of U.S. dollars)

                                Hardware
                               maintenance
                          Non-  & repair    Eliminations/
             Gaming    gaming   services     unallocated  Consolidated
          Unaudited Unaudited  Unaudited      Unaudited      Unaudited
           -----------------------------------------------------------
Earning (Loss)
 from continuing
 operations
 before income
 taxes and 
 non-controlling
 interest     6,957    (8,859)     (9,332)         (3,299)    (14,533)

Add (deduct):
Impairment
 losses           -         -       7,142               -       7,142
Restructuring
 costs            -         -           -           3,299       3,299
Stock-based
 compensation
 pertaining to
 selling,
 general and
 administrative
 expenses     3,176     9,697       1,217               -      14,090
Amortization of
 intangibles
 pertaining to
 transaction
 processing 
 and service
 costs          225     2,766         148               -       3,139
Amortization of
 property and
 equipment       34       308         244               -         586
Foreign exchange
 (gain) loss    (86)     (149)        144               -         (91)
             ------------------  ----------      ---------   ---------
Underlying
 earnings (loss)
 from continuing
 operations
 before income
 taxes and non-
 controlling
 interest    10,306     3,763        (437)              -      13,632
            ===================   =========      =========   =========


 

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WowWee’s FlyTech Bladestar™ Flyer Revolutionizes Indoor Flight
  September 8, 2008
She’s Got the Moves: Sophistication, Style, and More
  September 2, 2008
OPTIMAL GROUP ACQUIRES LEADING EUROPEAN DISTRIBUTOR SABLON DISTRIBUTION S.A.
  August 28, 2008
Animatronic Lions and Tigers and Bears ... Oh My!
  August 6, 2008
Optimal Group Announces Second Quarter 2008 Results
  August 5, 2008
OPTIMAL GROUP RESCHEDULES RELEASE OF SECOND QUARTER 2008 RESULTS TO WEDNESDAY, AUGUST 6, 2008 BEFORE MARKET OPEN
  July 28, 2008
OPTIMAL GROUP SETS RELEASE DATE FOR SECOND QUARTER 2008 RESULTS
  May 28, 2008
WOWWEE KICKS-OFF AGREEMENT WITH TWENTIETH CENTURY FOX
  May 6, 2008
Optimal Group Announces First Quarter 2008 Results
  April 29, 2008
OPTIMAL GROUP SETS RELEASE DATE FOR FIRST QUARTER 2008 RESULTS
  April 15, 2008
WowWee’s Chatterbot™ Computer Accessories Stream Jokes, Dialogue, Comments About Your Virtual Life
  March 25, 2008
“Robosapien: Rebooted”: WowWee’s Robosapien™ Robot Gets a Starring Role in a Feature Film
  March 17, 2008
New WowWee Flyer Flutters to Store Shelves this Spring
  March 11, 2008
Optimal Group Announces Fourth Quarter and 2007 Year-End Results
  March 4, 2008
Optimal Group Sets Release Date For Fourth Quarter and 2007 Year End Results
  January 10, 2008
WowWee’s Award-Winning Flytech Line Unveils New Flyer; Honored At Consumer Electronics Show
  January 5, 2008
WowWee Unveils Most Extensive and Innovative Product Line To-Date
  December 13, 2007
Black and White and Loved All Over: WowWee’s Robopanda™ Interactive Robotic Panda Teams up With San Diego Zoo’s Giant Panda Research Station
  November 29, 2007
WowWee’s Robosapien™ V2 Robot Named as Finalist in The BETT Awards 2008
  November 15, 2007
Optimal Group Publishes Notice of Intention in Respect of Normal Course Stock Buyback Program
  November 12, 2007
WowWee’s Award-Winning FlyTech Dragonfly Named one of TIME Magazine’s Best Inventions of 2007
  November 7, 2007
Optimal Group Completes WowWee Acquisition
  November 6, 2007
Optimal Group Announces Third Quarter 2007 Results
  October 30, 2007
Optimal Group Sets Release Date For Third Quarter 2007 Results
  October 3, 2007
Optimal Group conference call to discuss WowWee acquisition
  September 27, 2007
Optimal Group to Acquire WowWee
  August 7, 2007
Optimal Group Announces Second Quarter 2007 Results
  May 11, 2007
Optimal Group Provides Update on Discussions with U.S. Department of Justice
  May 8, 2007
Optimal Group Announces First Quarter 2007 Results
  May 1, 2007
Optimal Group Sets Release Date for First Quarter 2007 Results
  March 6, 2007
Optimal Group Announces Fourth Quarter and 2006 Year End Results
  March 5, 2007
Optimal Group Sets Release Date for Fourth Quarter and 2006 Year End Results
  January 30, 2007
Optimal Payments Forms Partnership with Javien Digital Payment Solutions
  December 15, 2006
Optimal Group Announces Offer to Privatize FireOne Group plc
  December 11, 2006
TouchTunes Selects Optimal Payments to Enhance Payment Options
  November 14, 2006
Optimal Group Publishes Notice of Intention in Respect of Stock Buyback Program
  November 6, 2006
Optimal Group Announces Third Quarter 2006 Results
  October 24, 2006
Optimal Group sets release date for third quarter 2006 results
  October 10, 2006
Optimal Group's FireOne Group plc Subsidiary to Cease Certain U.S. Facing Operations
  October 2, 2006
Optimal Group Makes Announcement Regarding U.S. Legislative Impact upon its FireOne Group plc Subsidiary
  August 7, 2006
Optimal Group Announces Second Quarter 2006 Results
  July 7, 2006
Optimal Group Sets Release Date For Second Quarter 2006 Results
  May 8, 2006
Optimal Group Announces First Quarter 2006 Results
  April 25, 2006
Optimal Group Sets Release Date
For First Quarter 2006 Results
  March 6, 2006
Optimal Group Announces Executive Management Changes
  March 6, 2006
Optimal Group Announces Fourth Quarter and 2005 Year End Results
  February 7, 2006
Optimal Group Announces Financial Guidance for First Quarter of 2006


 
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