REG - Webis Holdings PLC - Annual Report and Notice of AGM
30/11/2023 12:00
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RNS Number : 2401V Webis Holdings PLC 30 November 2023
For immediate
release
30
November 2023
Webis Holdings plc
("Webis" or "the Group")
Annual Report and Financial Statements for the year ended 31 May 2023
Notice of Annual General Meeting
Webis Holdings plc, the global gaming group, today announces its audited
results and the publication of its 2023 Report and Accounts ("Accounts") for
the year ended 31 May 2023, extracts from which are set out below.
The Accounts are being posted to shareholders today together with the Notice
of Annual General Meeting, and will be available on the Group's website
www.webisholdingsplc.com (http://www.webisholdingsplc.com) and at the Group's
Registered Office: Viking House, Nelson Street, Douglas, Isle of Man IM1 2AH.
The AGM will be held at The Claremont Hotel, 18/19 Loch Promenade, Douglas,
Isle of Man, at 10.00 a.m. on 30 January 2024.
Chairperson's Statement
Introduction
As previously reported in the 2022/23 interim report, released on 24 February
2023, it has been a difficult year of trading for our principal subsidiary,
WatchandWager.com LLC in the USA. Despite that, we remain confident of the way
the business is taking shape, and our strategy for the future. I comment more
on the financial results and our plans and aims for the business below.
Funding Update
As per the RNS dated 15th September 2023, a convertible loan note, providing
new funding of GBP 750,000, was agreed, and signed with Galloway Limited (a
related party), with the option for this to be converted into shares in the
Company. The Board consider this to be beneficial to the Company.
Strategy
The strategy behind the investment from our main shareholder is to support our
B2C sector, which as reported below has been performing well. We can see
growth opportunities in this sector. Increased investment and an upturn in
performance can only benefit our market capitalisation for the benefit of all
shareholders.
The plan for the investment is to focus spend on software improvements and
marketing of our core website www.watchandwager.com
(http://www.watchandwager.com) and the mobile product. At time of writing, we
plan to roll out the software work in the first two months of the calendar
year. We then aim to roll out our B2C marketing campaign starting in March
2024. The marketing will be primarily focused on social media activity and
will focus on key US states and wagering products that derive the highest
margin for us. We will be setting key performance indicators for the
implementation team and will ensure the programs are very agile. We will keep
shareholders informed as to progress.
Following the planned enhancements to our on-line offering, we believe that
the opportunity to collaborate with those established sportsbook operators who
lack a content rich and stable ADW platform will increase, and this will be
one area which we will actively pursue during 2024.
Year End Results Review
The Group amounts wagered for the year ended 31 May 2023 were US$ 113.4
million (2022: US$ 120.1 million). Gross Profit reported was US $ 4.6 million
(2022: US$ 5.1 million).
Operating costs were slightly reduced from last year at US$ 5.5 million (2022:
US$ 5.6 million), primarily from a reduced number of race days at Cal Expo
racetrack, due to severe weather conditions at the racetrack and its
surrounding areas.
This resulted in a loss on the year of US$ 0.745 million, a downturn on the
2022 loss of US$ 0.374 million.
Shareholder equity stands at US$ 0.6 million (2022: US$ 1.3 million). Total
cash stands at US$ 3.3 million (2022: US$ 4.1
million), which includes ring-fenced funds held as protection against our
player liability as required under USA and Isle of Man gambling legislation.
Approach to Risk and Corporate Governance
As part of the adoption of the Quoted Companies Alliance Corporate Governance
code in 2018, the Board completed an assessment of the risks inherent in the
business and defined and adopted a statement of risk appetite, being the
amount and type of risk, it is prepared to seek, accept, or tolerate in
pursuit of value. This being: -
"The Group's general risk appetite is a moderate, balanced one that allows it
to maintain appropriate growth, profitability and scalability, whilst ensuring
full regulatory compliance."
The Group's primary risk drivers include: -
Strategic
Reputational
Credit
Operational
Market
Liquidity, Capital, and Funding
Regulatory and Compliance
Conduct
Our risk appetite is classified under an "impact" matrix defined as Zero, Low,
Medium, and High. Appropriate steps are implemented to ensure the prudential
control monitoring of risks to the Group and the Audit, Risk and Compliance
Committee oversees this essential requirement. Further details of the
Corporate Governance Statement will be found on pages 10 to 13 of this report
and should be read in conjunction with my report.
The Board refined the Group's business plan which incorporates the risk and
compliance framework.
Performance by Sector
WatchandWager
Business-to-Consumer
www.watchandwager.com/mobile
We have been pleased with the performance in this sector which is wagering
through our main website and mobile product over the financial year. The
product has held up well against extreme competition from all the big players
in the market. We are very confident of the scalability of our software, as
per our strategy.
We have effectively "pivoted" the business in the past two years, for this
sector to contribute 70% of our revenues, with B2B only 30% (excluding our
retail operations at Cal Expo). We consider this to be a healthier business
mix, when previously we were vulnerable to the volatile B2B market.
Business-to-Consumer
As stated, whilst some of the software improvements have already commenced, we
are in advanced planning for the main activity programme to start early in the
New Year. It is very important that we achieve our targets in this sector, to
not only achieve profitability, but also make the Company more attractive in
merger or acquisition opportunities.
Business-to-Business
As previously stated in February, we see this sector as a very mature market,
where the bigger are getting bigger and margins are tightening. Simply put,
the profits from the costs of sales against the margin derived are decreasing.
That said, we will continue to service our key clients to the best of our
ability, and we have seen steady levels of performance from those clients. We
will continue to service this sector and maximise revenue as best as possible
but only with a strict attention to regulatory compliance.
Cal Expo
It has been a difficult season at our racetrack at Cal Expo Sacramento,
primarily due to unprecedented weather conditions. This resulted in us losing
seven race meetings due to Health and Safety concerns. This had a negative
impact on financial performance as our operating costs increased as we tried
to maintain track conditions whilst at the same time, we were not receiving
any direct wagering income. That said, we managed the situation well with no
Health and Safety issues. We remain confident for the new season, which
started 17 November and will run until 3 May 2024, with 47 live race meets
planned.
Key risk factors
During the period we have updated our Risk Assessment procedures and will
continue to do so. The Board conducts regular risk assessments on a micro and
macro level.
Licenses
During the period reported, all our licenses have been renewed successfully in
the Isle of Man and the USA. We consider our licensed presence in all
jurisdictions to be a key asset to the Company and we fully expect all our
license renewals subsequent to the period to be approved before the calendar
year end 2023.
Content
WatchandWager continues to offer the widest range of content to its global
customers of any licensed advance deposit wagering Company in the world. As
well as our licenses, we consider this offering to be a key unique selling
proposition for the Company. All of our content agreements both domestic USA
and international are up to date into 2024, and, in a number of cases, beyond.
Compliance
There were no compliance issues across the entire operation during the period
reported.
Health & Safety
There were no Health and Safety issues across the entire operation during the
period reported.
Outlook
We are more satisfied by the performance of our main subsidiary in the new
financial year. Our performance has been stronger on key USA and global
international racetracks. Our handle has also been strong on the UK content,
and particularly the World Pool initiative hosted by the Hong Kong Jockey Club
and the UK Tote. We look to increase that level of activity in the next year.
Board Appointments
Following the extremely sad news of the death of Sir James Mellon in July of
this year, we are actively seeking to recruit additional Directors to the
Board. Sir James brought a rigorous commitment to all aspect of the business
and his absence is sorely missed.
Other Developments
As reported, we are still working on the Arizona Downs project, namely, to run
a racing operation at the track with a similar model to Cal Expo. This has
been difficult due to the lack of progress with the Landlord and the
Regulatory Commission, largely out of our control. If these issues are not
resolved by the end of the calendar year 2023, we will most probably abandon
the project. This will have very little impact on our operating costs.
USA Expanded Gaming
Shareholders will have noted the failure of two draft Californian sports
betting bills in November 2022. As previously stated, these were extremely
poorly constructed draft legislation, in fact the failure of both bills to
pass is of benefit to the Company. We continue to possess key licensed assets
in California, both land-based at Cal Expo and with our ADW license.
Acquisitions and Mergers
The announcement of the financial support of our principal shareholder is
important to the Company. This combined with our license assets, makes us a
very attractive partner in all potential partnerships, mergers, and
acquisitions within the USA. We will keep shareholders fully informed of any
meaningful developments in this area as soon as possible.
Summary
Finally, I would like to thank all our shareholders and customers for their
continued loyalty. In addition, I would like to thank all our staff and team
for their work and commitment over the year.
Denham Eke
Non-executive Chairperson
29 November 2023
For further information:
Webis Holdings plc Tel:
01624 639396
Denham Eke
Beaumont Cornish Limited Tel: 020 7628
3396
Roland Cornish/James Biddle
Consolidated Statement of Comprehensive Income
For the year ended 31 May 2023
Note
2023 2022
US$000 US$000
Amounts wagered 113,371 120,140
Revenue 1.2 50,020 53,612
Cost of sales 1.2 (45,303) (48,462)
Betting duty paid (100) (101)
Gross profit 4,617 5,049
Operating costs (5,488) (5,604)
Loss allowance on trade receivables 21 (2) 11
Other gains 34 20
Government grant 15 - (48)
Other income 247 324
Operating loss 3 (592) (248)
Finance costs 4 (153) (126)
Loss before income tax (745) (374)
Income tax expense 6 - -
Loss for the year (745) (374)
Total comprehensive loss for the year (745) (374)
Basic earnings per share for loss attributable to the equity holders of the 7 (0.19) (0.10)
Company during the year (cents)
Diluted earnings per share for loss attributable to the equity holders of the 7 (0.18) (0.09)
Company during the year (cents)
Statements of Financial Position
As at 31 May 2023
Note 31.05.23 31.05.23 31.05.22
Group Company 31.05.22 Company
US$000 US$000 Group US$000
US$000
Non-current assets
Intangible assets 8 19 - 11 -
Property, equipment, and motor vehicles 9 661 1 724 3
Investments 10 - 3 - 3
Bonds and deposits 11 100 - 100 -
Total non-current assets 780 4 835 6
Current assets
Bonds and deposits 11 883 - 883 -
Cash, cash equivalents and restricted cash 12 3,285 1,227 4,139 1,266
Trade and other receivables 13 1,378 745 1,190 821
Total current assets 5,546 1,972 6,212 2,087
Total assets 6,326 1,976 7,047 2,093
Equity
Called up share capital 17 6,334 6,334 6,334 6,334
Share option reserve 17 42 42 42 42
Retained losses (5,803) (5,828) (5,058) (5,711)
Total equity 573 548 1,318 665
Current liabilities
Trade and other payables 14 3,712 78 3,640 78
Loans, borrowings, and lease liabilities 16 462 350 109 -
Total current liabilities 4,174 428 3,749 78
Non-current liabilities
Loans, borrowings, and lease liabilities 16 1,579 1,000 1,980 1,350
Total non-current liabilities 1,579 1,000 1,980 1,350
Total liabilities 5,753 1,428 5,729 1,428
Total equity and liabilities 6,326 1,976 7,047 2,093
Statements of Changes in Equity
For the year ended 31 May 2023
Group Called up Share option reserve Retained earnings Total
share capital US$000 US$000 equity
US$000 US$000
Balance as at 31 May 2021 6,334 42 (4,684) 1,692
Total comprehensive loss for the year:
Loss for the year - - (374) (374)
Balance as at 31 May 2022 6,334 42 (5,058) 1,318
Total comprehensive profit for the year:
Loss for the year - - (745) (745)
Balance as at 31 May 2023 6,334 42 (5,803) 573
Called up Share option reserve Retained earnings Total
share capital US$000 US$000 equity
US$000 US$000
Company
Balance as at 31 May 2021 6,334 42 (5,516) 860
Total comprehensive loss for the year:
Loss for the year - - (195) (195)
Balance as at 31 May 2022 6,334 42 (5,711) 665
Total comprehensive profit for the year:
Loss for the year - - (117) (117)
Balance as at 31 May 2023 6,334 42 (5,828) 548
Consolidated Statement of Cash Flows
For the year ended 31 May 2023
Note 2023 2022
US$000 US$000
Cash flows from operating activities
Loss before income tax (745) (374)
Adjustments for:
- Depreciation of property, equipment, and motor vehicles 9 137 128
- Amortisation of intangible assets 8 5 7
- Rent concessions received 19 (18) (2)
- Loan interest paid 101 101
- Re-recognition of PPP loan 15 - 48
- (Increase) / decrease in movement of restricted cash (60) 768
- Increase in lease liabilities 59 25
- Other foreign exchange movements (47) (66)
Changes in working capital:
- (Increase) / decrease in receivables (188) 706
- Increase / (decrease) in payables 72 (1,355)
Net cash used in operating activities (684) (14)
Cash flows from investing activities
Purchase of intangible assets 8 (13) (6)
Purchase of property, equipment, and motor vehicles 9 (13) -
Net cash used in investing activities (26) (6)
Cash flows from financing activities
Loan interest paid (101) (101)
Payment of lease liabilities - principal 19 (89) (92)
Payment of lease liabilities - interest 19 (59) (25)
Rent concessions received 19 18 2
Repayment of loans and borrowings (20) (6)
Net cash used in financing activities 16 (251) (222)
Net (decrease) / increase in cash and cash equivalents (961) (242)
Cash and cash equivalents at beginning of year 3,062 3,238
Exchange gains / (losses) on cash and cash equivalents 47 66
Cash and cash equivalents at end of year 12 2,148 3,062
Notes to the Financial Statements
For the year ended 31 May 2023
1 Reporting entity
Webis Holdings plc (the "Company") is a company domiciled in the Isle of Man.
The address of the Company's registered office is Viking House, Nelson Street,
Douglas, Isle of Man, IM1 2AH. The Webis Holdings plc consolidated financial
statements as at and for the year ended 31 May 2023 consolidate those of the
Company and its subsidiaries (together referred to as the "Group"). The
Group's primary activities are the provision of pari-mutuel wagering services,
through its Isle of Man and USA based subsidiaries and the hosting of harness
racing, through its USA based subsidiary.
1.1 Basis of preparation
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with UK
Adopted - International Accounting Standards. They were authorised for issue
by the Board on 29/11/2023.
The Group has consistently applied the accounting policies as set out in note
1.2 to all periods presented in these financial statements.
Functional and presentational currency
These financial statements are presented in US Dollars which is the Company's
functional and presentational currency. Financial information presented in US
Dollars has been rounded to the nearest thousand, unless otherwise indicated.
All continued operations of the Group have US Dollars as their functional
currency.
Other information presented
In line with the Isle of Man Companies Acts 1931-2004, the Company also
presents Parent Company Statements of Financial Position, the Parent Company
Statement of Changes in Equity and related disclosures. The Company applies
the requirements of UK Adopted International Accounting Standards, as
indicated in the relevant accounting policies below, when preparing the
Company statement of financial position and related notes.
(b) Basis of measurement
The Group consolidated financial statements are prepared under the historical
cost convention except where assets and liabilities are required to be stated
at their fair value.
(c) Use of estimates and judgement
The preparation of the Group financial statements in conformity with UK
Adopted - International Accounting Standards requires management to make
judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income, and expenses. Although
these estimates are based on management's best knowledge and experience of
current events and expected economic conditions, actual results may differ
from these estimates.
The Directors consider the only critical estimate area to be as follows:
· Note 21 - the measurement of Expected Credit Loss ("ECL")
allowance for trade and other receivables and assessment of specific
impairment allowances where receivables are past due.
Going concern
The Group and Parent Company financial statements have been prepared on a
going concern basis.
As indicated in the statement of comprehensive income, the Group has incurred
a net loss in the current year of US$ 745,000 (2022: loss of US$ 374,000) and
due to that, net assets reduced from US$ 1,318,000 to US$ 573,000.
WatchandWager.com Ltd generated a profit of US$ 99,000, while
WatchandWager.com LLC incurred a loss of US$ 727,000.
Based on forecasts prepared by the Directors, the Group and the Company will
sustain losses to November 2024 and is dependent on continued financial
support from Galloway Limited in order to continue its operations and
implement growth strategies. To this end, in September 2023, Galloway Limited
has agreed a new convertible loan of GBP 750,000, which will assist in
investing the Group's business-to-customer sector, including a programme of
software developments of its main website www.watchandwager.com
(http://www.watchandwager.com) and marketing the mobile product.
The Directors have also announced that the Group and the Company will seek to
further invest in key marketing techniques, especially player recruitment and
retention with special focus on online marketing techniques.
This aligns with the Group and the Company's ongoing strategies, which are
pursued in order to help achieve and maintain its goal of profitability and
maintaining adequate liquidity in order to continue its operations, with these
strategies including:
· broadening the Group's client base and the continued expansion of
its business to customer base;
· continuing to renew and acquire further US state regulated gaming
licenses and continuing to develop and expand the Cal Expo racetrack
operation; and
· taking advantage of the anticipated regulatory change in the
State of California's adoption of sports betting legislation which will
further open up opportunities for the Group.
Whilst the Directors continue to assess all strategic options in relation to
the strategies noted in the previous paragraph, the Directors recognize that
the ultimate success of strategies adopted is difficult to predict as they
require additional liquidity to pursue the required investment, including
bonds to be placed with the relevant authorities to allow for betting on those
tracks and excess cost to be paid to service providers to add more servers to
allow for increased number of users. The Directors have prepared cash flow
forecasts for a period of 12 months from the date of approval of these
financial statements which indicate that, taking account of reasonably
possible downsides, and with consideration of the additional financial support
received from Galloway Limited in September 2023, the Group and the Company
are projected to have sufficient funds. Projections are inherently uncertain
(also considering the history of losses) and, in that regard, Galloway Limited
has committed to extend funding in case the Group and the Company face any
difficulty in meeting their liabilities as they fall due for that period.
The Group and the Company have, in previous years, received financial support
from Galloway Limited (related entity) and Galloway Limited has expressed its
willingness to continue to make funds available as and when needed by the
Group and the Company. The loans from Galloway Limited stand at US$ 1,350,000
as at 31 May 2023, with additional funding of GBP 750,000 agreed in September
2023.
As with any company placing reliance on other parties for financial support,
the Directors acknowledge that there can be no certainty that this support
will continue, although, at the date of approval of these financial
statements, they have no reason to believe that it will not do so.
Based on these indications and factors, the Directors believe that it remains
appropriate to prepare the financial statements on a going concern basis.
1.2 Summary of significant accounting policies
During the current year the Group adopted all the new and revised IFRSs that
are relevant to its operation and are effective for accounting periods
beginning on 1 June 2022. No adoptions had a material effect on the accounting
policies of the Group.
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented unless otherwise stated.
Basis of consolidation
The consolidated financial statements incorporate the results of the Group.
Subsidiaries are consolidated from the date of acquisition, being the date on
which the Group obtains control, and continue until the date that such control
ceases. Control exists when the Group has the power, directly or indirectly,
to govern the financial and operating policies of an entity so as to obtain
benefits from its activities.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition
date. Acquisition-related costs are expensed as incurred.
Inter-company transactions, balances, and unrealised gains on transactions
between the Group companies are eliminated. Unrealised losses are also
eliminated. When necessary amounts reported by subsidiaries have been adjusted
to conform with the Group's accounting policies.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). As the primary activities of the
Group and the primary transactional currency of the Group's customers are
carried out in US Dollars, the consolidated financial statements have been
presented in US Dollars, which is the Company's presentational and functional
currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where items are remeasured. Foreign exchange gains and losses
resulting from the settlement of
such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement, except when deferred in other
comprehensive income as qualifying cash flow hedges and qualifying net
investment hedges. Foreign exchange gains and losses that relate to borrowings
are presented in the income statement within 'Finance income' or 'Finance
costs'. All other foreign exchange gains and losses are presented in the
income statement within 'Other (losses)/gains'.
Revenue from contracts with customers
The Group generates revenue primarily from the provision of wagering services
and the hosting of races on which guests are entitled to participate in the
related wagering services. Revenue is measured at fair value based on the
consideration specified in a contract with a customer. The Group recognises
revenue when it discharges services to a customer. Revenue has been
disaggregated by geographical locations which are consistent with the
operating segments (note 2).
Hosting fees (Racetrack operations) are recognised when the customers
participate in the Group's pari-mutuel pools and the race audio visual signals
are transmitted. Hosting fees are recorded on a gross receipts basis.
Wagering revenue from the Group's activities as the race host is recognised
when a race on which wagers are placed is completed. The wagering commission
from the Group's commingling of its wagering pools with a host's pool is
recognised when the race on which those wagers are placed is completed. The
Group acts as a principal when it allows customers to place wagers in the
races it hosts and as an agent when it allows customers to place wagers in
other entities' races. Where the Group acts as a principal, the entire wager
is recognised as revenue and where it is an agent the wagering commission the
Group retains is recognised as revenue.
Settlement terms for revenue where the Group acts as a host is usually 7 days
for on and off-track wagering and 30 days from month end for ADW wagering.
Where the Group acts as an agent, settlement terms are typically 30 days from
month end.
Transactions fees (ADW operations) are recognised when the Group facilitates
customers' deposit transactions into their betting accounts. The Group
recognises revenue for transaction services net of related winnings.
Cost of sales
The Group recognises cost of sales related to the Racetrack operations in
which it is the race host. The cost of sales includes direct costs such as
purses, hub fees, import fees, pay-outs, and other statutory distributions.
Government grants
The Group initially recognises government grants, that compensate for expenses
incurred, as deferred income at fair value if there is a reasonable assurance
that they will be received. They are then recognised in profit or loss on a
systematic basis in the periods in which the expenses are recognised.
Segmental reporting
Segmental reporting is based on the business areas in accordance with the
Group's internal reporting structure, which allows the individual operating
segments to be identified by the disparate nature of the principal activity
they undertake. The Group determines and presents segments based on the
information that internally is provided to the Board and Managing Director,
the Group's chief operating decision maker.
An operating segment is a component of the Group and engages in business
activities from which it may earn revenues and incur expenses. An operating
segment's operating results are reviewed regularly by the Board and Managing
Director to make decisions about resources to be allocated to the segment and
assess its performance, and for which discrete financial information is
available.
Current and deferred income tax
The tax expense for the period comprises current and deferred tax. Tax is
recognised in the income statement, except to the extent that it relates to
items recognised in other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive income or directly in
equity, respectively.
Current tax comprises the expected tax payable or receivable on the taxable
income or loss for the year and any adjustment to the tax payable or
receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or
received that reflects uncertainty related to income taxes, if any. It is
measured using tax rates enacted or substantively enacted at the reporting
date. Current tax also includes any tax arising from dividends. Current tax
assets and liabilities are offset only if certain criteria are met.
Deferred income tax is recognised on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, deferred tax liabilities are not
recognised if they arise from
the initial recognition of goodwill; deferred tax is not accounted for if it
arises from initial recognition of an asset or liability in a transaction
other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred tax is determined
using tax rates (and laws) that have been enacted or substantively enacted by
the reporting date and are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax liabilities are provided on taxable temporary differences
arising from investments in subsidiaries except for deferred income tax
liability, where the timing of the reversal of the temporary difference is
controlled by the Group and it is probable that the temporary difference will
not reverse in the foreseeable future. Only where there is an agreement in
place that gives the Group the ability to control the reversal of the
temporary difference is the liability not recognised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in the future and there is
sufficient taxable profit available against which the temporary difference can
be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred income taxes, assets and liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities where there is an intention to settle the
balances on a net basis.
Intangible assets - goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess
of the consideration transferred over the Group's interest in net fair value
of the net identifiable assets, liabilities, and contingent liabilities of the
acquiree and the fair value of the non-controlling interest in the acquiree.
For the purpose of impairment testing, goodwill acquired in a business
combination is allocated to each of the cash-generating units ("CGUs"), or
groups of CGUs, that is expected to benefit from the synergies of the
combination. Each unit or group of units to which the goodwill is allocated
represents the lowest level within the entity at which the goodwill is
monitored for internal management purposes. Goodwill is monitored at the
operating segment level.
Goodwill impairment reviews are undertaken annually or more frequently if
events or changes in circumstances indicate a potential impairment. The
carrying value of goodwill is compared to the recoverable amount, which is the
higher of value in use and the fair value less costs of disposal. Any
impairment is recognised immediately as an expense and is not subsequently
reversed.
Intangible assets - other
(a) Trademarks and licences
Separately acquired trademarks and licences are shown at historical cost.
Trademarks and licences acquired in a business combination are recognised at
fair value at the acquisition date. Trademarks and licences have a finite
useful life and are carried at cost less accumulated amortisation and any
accumulated impairment. Amortisation is calculated using the straight-line
method to allocate the cost of trademarks and licences over their estimated
useful lives of three years. Renewal costs are expensed in the year they
relate to.
Acquired computer software licences are capitalised on the basis of the costs
incurred to acquire and bring to use the specific software. These costs are
amortised over their estimated useful lives of three years.
(b) Website design and development costs
Costs associated with maintaining websites are recognised as an expense as
incurred. Development costs that are directly attributable to the design and
testing of identifiable and unique websites controlled by the Group are
recognised as intangible assets when the following criteria are met:
· it is technically feasible to complete the website so
that it will be available for use;
· management intends to complete the website and use it;
· there is an ability to use the website;
· it can be demonstrated how the website will generate
probable future economic benefits;
· adequate technical, financial, and other resources to
complete the development and to use the website are available; and
· the expenditure attributable to the website during its
development can be reliably measured.
Directly attributable costs that are capitalised as part of the website
include the website employee costs and an appropriate portion of relevant
overheads.
Other development expenditures that do not meet these criteria are recognised
as an expense as incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period.
Website development costs recognised as assets are amortised over their
estimated useful lives, which do not exceed three years.
Property, equipment, and motor vehicles
Items of property, equipment and motor vehicles are stated at historical cost
less accumulated depreciation (see below) and impairment losses. Historical
cost includes expenditure that is directly attributable to the acquisition of
the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the
Company and the cost of the item can be measured reliably. The carrying amount
of the replaced part is derecognised. All other repairs and maintenance are
charged to the income statement during the financial period in which they are
incurred.
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the financial position date. An asset's carrying amount is
written down immediately to its recoverable amount if the asset's carrying
amount is greater than its estimated recoverable amount. Depreciation is
calculated using the straight-line method to allocate the cost of property,
equipment, and motor vehicles over their estimated useful lives.
The estimated useful lives of property, equipment and motor vehicles for
current and comparative periods are as follows:
Motor
vehicles
5 years Fixtures and
fittings
3 years
Plant and
equipment
3-5 years
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised within 'Other gains/(losses) - net' in
the income statement.
Investment in subsidiary
A subsidiary is an entity controlled by the entity. The Company controls an
investee when the Company is exposed or has rights to variable returns from
its involvement with the investee and can affect the return through its power
over the investee. Control exists when the Company has the power to govern the
financial and operating policies of an entity to obtain benefits from its
activities. In assessing control, potential voting rights that are currently
exercisable are considered.
Investment in subsidiaries are initially recognized at cost. At subsequent
reporting dates, the recoverable amounts are estimated to determine the extent
of impairment losses, if any, and carrying amounts of investments are adjusted
accordingly. Impairment losses are recognized as an expense. Where impairment
losses subsequently reverse, the carrying amounts of the investments are
increased to the revised recoverable amounts but limited to the extent of
initial cost of investments. A reversal of impairment loss is recognized in
the profit or loss.
Share-based payment expense
The Group and the Company operate an equity-settled, share-based compensation
plan, under which the entity receives services from employees as consideration
for equity instruments (options) of the Group and the Company. The fair value
of the employee services received in exchange for the grant of the options is
recognised as an expense. The total amount to be expensed is determined by
reference to the fair value of the options granted:
· including any market performance conditions (for example, an entity's share
price); and
· excluding the impact of any service and non-market performance vesting
conditions (for example, profitability, sales growth targets and remaining an
employee of the entity over a specified time-period).
Non-market performance and service conditions are included in assumptions
about the number of options that are expected to vest. The total expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied.
At the end of each reporting period, the Group revises its estimates of the
number of options that are expected to vest based on the non-market vesting
conditions. It recognises the impact of the revision to original estimates, if
any, in the income statement, with a corresponding adjustment to equity.
When the options are exercised, the Company issues new shares. The proceeds
received net of any directly attributable transaction costs are credited to
share capital (nominal value) and share premium.
Equity
Share capital is determined using the nominal value of shares that have been
issued.
Equity settled share-based employee remuneration is credited to the share
option reserve until related stock options are exercised. On exercise or
lapse, amounts recognised in the share option reserve are taken to share
capital.
Retained earnings include all current and prior period results as determined
in the income statement and any other gains or losses recognised in the
Statement of Changes in Equity.
Financial instruments
Recognition and measurement
Non-derivative financial instruments include trade and other receivables, cash
and cash equivalents, bonds and deposits, borrowings and trade and other
payables.
Financial assets and financial liabilities are recognised on the Group and the
Company's balance sheet when the Group and/or the Company become party to the
contractual terms of the instrument. Transaction costs are included in the
initial measurement of financial instruments, except financial instruments
classified as at fair value through profit or loss. The subsequent measurement
of financial instruments is dealt with below.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method,
less provision for impairment.
Cash and cash equivalents
Cash and cash equivalents are defined as cash in bank and in hand as well as
bank deposits, money held for processors and cash balances held on trust for
the customers entitled to them. Cash equivalents are held for the purpose of
meeting short-term cash commitments rather than for investment or other
purposes. These are subsequently measured at amortized cost as stated under
"Impairment of financial assets" below.
Bonds and deposits
Bonds and deposits are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment.
Borrowings
Interest-bearing borrowings and overdrafts are recorded at the proceeds
received net of direct issue costs. Finance charges, including premiums
payable on settlement or redemption and direct issue costs are charged on an
accrual basis using the effective interest method and are added to the
carrying amount of the instrument.
Trade and other payables
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
Impairment of financial assets
The Group and the Company use an impairment model that applies to financial
assets measured at amortised cost and contract assets and is detailed below.
Financial assets at amortised cost include trade receivables, cash and cash
equivalents, bonds and deposits.
Performing financial assets
Stage 1 (0-30 Days)
From initial recognition of a financial asset to the date on which an asset
has experienced a significant increase in credit risk relative to its initial
recognition, a stage 1 loss allowance is recognised equal to the credit losses
expected to result from its default occurring over the next 12 months
('12-month ECL').
Stage 2 (31-90 Days)
Following a significant increase in credit risk relative to the initial
recognition of the financial asset, a stage 2 loss allowance is recognised
equal to the credit losses expected from all possible default events over the
remaining lifetime of the asset ('Lifetime ECL'). The assessment of whether
there has been a significant increase in credit risk requires considerable
judgment, based on the lifetime probability of default ('PD'). Any financial
asset that had been outstanding for greater than 30 days would be assessed on
an individual basis to determine if it qualified as a significant increase in
credit risk. Stage 1 and 2 allowances are held against performing loans; the
main difference between stage 1 and stage 2 allowances is the time horizon.
Stage 1 allowances are estimated using the PD with a maximum period of 12
months, while stage 2 allowances are estimated using the PD over the remaining
lifetime of the asset.
Impaired financial assets
Stage 3 (After 90 Days)
When a financial asset is considered to be credit-impaired, the allowance for
credit losses ('ACL') continues to represent lifetime expected credit losses,
however, interest income is calculated based on the amortised cost of the
asset, net of the loss allowance, rather than its gross carrying amount.
The Group applies the ECL model to two main types of financial assets that are
measured at amortised cost:
Trade receivables, to which the simplified approach (provision matrix)
prescribed by IFRS 9 is applied. This approach requires the recognition of a
Lifetime ECL allowance on day one. In the normal course of operations, trade
receivables could be considered to be in default after 90 days.
Other financial assets at amortised cost, to which the general three stage
model (described above) is applied, whereby a 12-month ECL is recognised
initially and the balance is monitored for significant increases in credit
risk which triggers the recognition of a Lifetime ECL allowance.
ECLs are a probability-weighted estimate of credit losses. ECLs for financial
assets that are not credit-impaired at the reporting date are measured as the
present value of all cash shortfalls (i.e. the difference between the cash
flows due in accordance with the contract and the cash flows that the Company
expects to receive). ECLs for financial assets that are credit-impaired at the
reporting date are measured as the difference between the gross carrying
amount and the present value of estimated future cash flows. ECLs are
discounted at the effective interest rate of the financial asset which is 0%
for all financial assets at amortised cost. The maximum period considered when
estimating ECLs is the maximum contractual period over which the Group is
exposed to credit risk. The measurement of ECLs considers information about
past events and current conditions, as well as supportable information about
future events and economic conditions. The Group reviews its impairment
methodology for estimating the ECLs, taking into account forward-looking
information in determining the appropriate level of allowance. In addition, it
identifies indicators and set up procedures for monitoring for significant
increases in credit risk.
Leases
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.
i. As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease
commencement/modification date. The right-of-use asset is initially measured
at cost, and subsequently at cost less accumulated depreciation and impairment
loss and adjusted for certain remeasurements of the lease liability.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted at the Group's
applicable incremental borrowing rate (if the rate implicit in the lease
cannot be determined). The Group has measured the incremental borrowing as
equal to external borrowing rates. The lease liability is subsequently
increased by the interest cost of the lease liability and decreased by the
lease payment made. It is remeasured when there is a change in future lease
payments arising from a change in an index or rate, a change in the estimate
of the amount expected to be payable under a residual value guarantee, or as
appropriate, changes in the assessment of whether a purchase or extension
option is reasonably certain to be exercised, or a termination option is
reasonably certain not to be exercised.
The Group has applied judgment to determine the lease term for some lease
contracts in which it is a lessee that include renewal options. The assessment
of whether the Group is reasonably certain to exercise such options impacts
the lease term, which affects the amount of lease liabilities and right of use
assets recognised.
The Group receives rent concessions on its racetrack lease when, due to
external factors, the number of days raced in a season is lower than the
actual number of days scheduled to be raced.
The Group determines its incremental borrowing rate by obtaining interest
rates from various external financing sources and makes certain adjustments to
reflect the terms of the lease and the type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the
following:
- Fixed payments, including in-substance fixed payments;
- Variable lease payments that depend on an index or a rate, initially
measured using the index or rate as at the commencement date;
- Amounts expected to be payable under a residual value guarantee; and
- The exercise price under a purchase option that the Group is reasonably
certain to exercise, lease payments in an optional renewal period if the Group
is reasonably certain to exercise an extension option, and penalties for early
termination of a lease unless the Group is reasonably certain not to terminate
early.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the Group's
estimate of the amount expected to be payable under a residual value
guarantee, if the Group changes its assessment of whether it will exercise a
purchase, extension, or termination option or if there is a revised
in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
The Group presents right-of-use assets that do not meet the definition of
investment property in 'property, equipment, and motor vehicles' and lease
liabilities in 'loans, borrowings and lease liabilities' in the statement of
financial position.
The Group has elected not to recognise right-of-use assets and lease
liabilities for leases of low-value items and short-term leases. The Group
recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
Employee benefits
(a) Pension obligations
The Group and the Company do not operate any post-employment schemes,
including both defined benefit and defined contribution pension plans.
(b) Short-term employee benefits
Short-term employee benefits, such as salaries, paid absences, and other
benefits, are accounted for on an accrual's basis over the period in which
employees have provided services in the year. All expenses related to employee
benefits are recognised in the Statement of Comprehensive Income in operating
costs.
(c) Profit sharing and bonus plans
The Group and the Company recognises a liability and an expense for bonuses
and profit sharing, based on a formula that takes into consideration the
profit attributable to the Company's shareholders after certain adjustments.
The Group and the Company recognises a provision where contractually obliged
or where there is a past practice that has created a constructive obligation.
Any recognised liability would be settled within 12 months of the year end.
Standards and interpretations in issue not yet adopted
A number of new standards, amendments to standards and interpretations are not
yet effective for the year and have not been applied in preparing these
consolidated financial statements. The Directors do not expect the adoption of
the standards and interpretations to have a material impact on the Group's
financial statements in the period of initial application.
Standards Effective date
(accounting periods
commencing on or after)
IFRS 17 Insurance Contracts 1 January 2023
Classification of liabilities as current or non-current (Amendments to IAS 1)
Amendments to IFRS 17
Disclosure of Accounting Policies (Amendments to IAS1 and IFRS Practice
Statement 2)
Definition of Accounting Estimate (Amendments to IFRS 8)
Deferred Tax related Asset and Liabilities Arising from a Single Transaction -
Amendments to IAS 12 Income Taxes
Sale or Contribution of Assets between an Investor and its Associate or Joint
Ventures (Amendments to FRS 10 and IAS 28)
Non-current Liabilities with Covenants and Classification of Liabilities as
Current or Non-current (Amendments to IAS 1) 1 January 2024
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
IFRS S1 General requirements for Disclosure of Sustainability-related
Financial Information and IFRS S2 Climate-related Disclosures
Lack of Exchangeability (Amendments to IAS 21)
1 January 2025
2 Operating Segments
A. Basis for segmentation
The Group has two operating segments, which are its reportable
segments. The segments offer different services in relation to various forms
of pari-mutuel racing, which are managed separately due to the nature of their
activities.
Reportable segments and operations provided
Racetrack operations - hosting of races through the management and operation
of a racetrack facility, enabling patrons to attend and wager on horse racing,
as well as utilise simulcast facilities.
ADW operations - provision of online ADW services to enable customers to wager
into global racetrack betting pools.
The Group's Board of Directors review the internal management
reports of the operating segment on a monthly basis.
B. Information about reportable segments
Information relating to the reportable segments is set out below. Segment
revenue along with segment profit / (loss) before tax are used to measure
performance as management considers this information to be a relevant
indicator for evaluating the performance of the segments.
Reportable segments
Racetrack ADW Corporate operating costs Total
2023 2023 2023 2023
US$000 US$000 US$000 US$000
External revenues 47,865 2,155 - 50,020
Segment revenue 47,865 2,155 - 50,020
Segment profit / (loss) before tax 46 (674) (117) (745)
Interest expense (58) (3) (99) (160)
Depreciation and amortisation (98) (42) (2) (142)
Other material non-cash items:
- Impairment movement on trade receivables - (2) - (2)
Segment assets 2,187 2,846 1,293 6,326
Segment liabilities 1,523 2,802 1,428 5,753
Reportable segments
Racetrack ADW Corporate operating Total
2022 2022 costs 2022
US$000 US$000 2022 US$000
US$000
External revenues 51,225 2,387 - 53,612
Segment revenue 51,225 2,387 - 53,612
Segment profit / (loss) before tax 259 (438) (195) (374)
Interest expense (22) (6) (98) (126)
Depreciation and amortisation (88) (44) (3) (135)
Other material non-cash items:
- Impairment movement on trade receivables - 11 - 11
Segment assets 2,324 3,387 1,336 7,047
Segment liabilities 1,522 2,779 1,428 5,729
C. Reconciliations of information on reportable segments to the amounts
reported in the financial statements
2023 2022
US$000 US$000
i. Revenues
Total revenue for reportable segments 50,020 53,612
Consolidated revenue 50,020 53,612
ii. Loss before tax
Total loss before tax for reportable segments (628) (179)
Loss before tax for other segments (117) (195)
Consolidated loss before tax (745) (374)
iii. Assets
Total assets for reportable segments 5,033 5,711
Assets for other segments 1,293 1,336
Consolidated total assets 6,326 7,047
iv. Liabilities
Total liabilities for reportable segments 4,325 4,301
Liabilities for other segments 1,428 1,428
Consolidated total liabilities 5,753 5,729
v. Other material items
Interest expense (160) (126)
Depreciation and amortisation (142) (135)
Impairment movement on trade receivables (2) 11
There were no reconciling items noted between Segment information
and the Financial Statements.
D. Geographic information
i. Revenues
The below table analyses the geographic location of the customer base of the
operating segments.
2023 2022
US$000 US$000
Revenue
Racetrack operations North America 47,865 51,225
ADW operations North America 1,701 1,833
ADW operations British Isles 428 527
ADW operations Caribbean 26 27
50,020 53,612
ii. Non-current assets
The geographical information below analyses the Group's non-current assets by
the Company's Country of Domicile (Isle of Man) and the United States of
America. Information is based on geographical location of the Group's assets.
2023 2022
US$000 US$000
United States of America 618 731
Isle of Man 2 4
620 735
Non-current assets exclude financial instruments. During the year,
additions to non-current assets for the reportable segments were Racetrack US$
13,000 (2022: US$ 411,000) and ADW US$ 74,000 (2022: US$ 67,000).
E. Major customers
The Group does not earn revenue of 10% or more from any external customer.
3 Operating loss
Operating loss is stated after charging: 2023 2022
US$000 US$000
Auditors' remuneration - audit 146 153
Depreciation of property, equipment, and motor vehicles 137 128
Amortisation of intangible assets 5 7
Exchange (gains) / losses (9) 7
Directors' fees 105 96
4 Finance costs
2023 2022
US$000 US$000
Bank interest receivable 7 -
Loan interest payable (160) (126)
Net finance costs (153) (126)
5 Staff numbers and cost
2023
2022
Average number of employees - Pari-mutuel and Racetrack Operations 50 52
The aggregate payroll costs of these persons were as follows: 2023
US$000 2022
Pari-mutuel and Racetrack Operations US$000
Wages and salaries 1,694 1,707
Social security costs 121 127
1,815 1,834
6 Income tax expense
(a) Current and Deferred Tax Expenses
The current and deferred tax expenses for the year were US$ Nil (2022: US$
Nil). Despite having made losses, no deferred tax was recognised as there is
no reasonable expectation that the Group will recover the resultant deferred
tax assets.
(b) Tax Rate Reconciliation
2023 2022
US$000 US$000
Loss before tax (745) (374)
Tax charge at IOM standard rate (0%) - -
Adjusted for:
Tax credit for US tax losses (at 21%) (153) (91)
Add back tax losses not recognised 153 91
Tax charge for the year - -
The maximum deferred tax asset that could be recognised at year end is
approximately US$ 1,137,000 (2022: US$ 985,000). The Group has not recognised
any asset as it might not be recoverable within the allowed period. The tax
losses for tax years beginning in January 2018 are currently permitted to be
carried forward indefinitely. Tax losses incurred prior to that period expire
after 20 years.
7 Earnings per ordinary share
The calculation of the basic earnings per share is based on the earnings
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year.
The calculation of diluted earnings per share is based on the basic earnings
per share, adjusted to allow for the issue of shares, on the assumed
conversion of all dilutive share options.
An adjustment for the dilutive effect of share options in the current period
has not been reflected in the calculation of the diluted profit per share, as
the effect would have been anti-dilutive.
2023 2022
US$000 US$000
Loss for the year (745) (374)
No. No.
Weighted average number of ordinary shares in issue 393,338,310 393,338,310
Dilutive element of share options if exercised (note 17) 14,000,000 14,000,000
Diluted number of ordinary shares 407,338,310 407,338,310
Basic earnings per share (cents) (0.19) (0.10)
Diluted earnings per share (cents) (0.18) (0.09)
The earnings applied are the same for both basic and diluted earnings
calculations per share as there are no dilutive effects to be applied.
8 Intangible assets
Goodwill Software & development costs Total
Group Group Company Group Company
US$000 US$000 US$000 US$000 US$000
Cost
Balance at 1 June 2021 177 606 15 783 15
Additions during the year - 6 - 6 -
Balance at 31 May 2022 177 612 15 789 15
Balance at 1 June 2022 177 612 15 789 15
Additions during the year - 13 - 13 -
Disposals/decommissioned assets - (8) (1) (8) (1)
Balance at 31 May 2023 177 617 14 794 14
Amortisation and Impairment
Balance at 1 June 2021 177 594 15 771 15
Amortisation for the year - 7 - 7 -
Balance at 31 May 2022 177 601 15 778 15
Balance at 1 June 2022 177 601 15 778 15
Amortisation for the year - 5 - 5 -
Disposals/decommissioned assets - (8) (1) (8) (1)
Balance at 31 May 2023 177 598 14 775 14
Carrying amounts
At 1 June 2021 - 12 - 12 -
At 31 May 2022 - 11 - 11 -
At 31 May 2023 - 19 - 19 -
The Group reviews intangible assets annually for impairment or more frequently
if there are indications that the intangible assets may be impaired (see note
1). The carrying amount of US$ 19,000 of software and development costs
relates primarily to development and integration costs of the US based
wagering website. These assets will be fully amortised within the next 3
years.
9 Property, equipment, and motor vehicles
Group Computer Fixtures, Motor Vehicles Right-of- Total
Equipment Fittings & Track Equipment US$000 use Assets US$000
US$000 US$000 US$000
Cost
Balance at 1 June 2021 166 321 50 473 1,010
Additions during the year - - - 472 472
Balance at 31 May 2022 166 321 50 945 1,482
Balance at 1 June 2022 166 321 50 945 1,482
Additions during the year - 13 - 61 74
Disposals/decommissioned assets (49) - - (118) (167)
Balance at 31 May 2023 117 334 50 888 1,389
Depreciation
Balance at 1 June 2021 160 250 24 196 630
Charge for the year 3 18 7 100 128
Balance at 31 May 2022 163 268 31 296 758
Balance at 1 June 2022 163 268 31 296 758
Charge for the year 2 20 7 108 137
Disposals/decommissioned assets (49) - - (118) (167)
Balance at 31 May 2023 116 288 38 286 728
Carrying amounts
At 1 June 2021 6 71 26 277 380
At 31 May 2022 3 53 19 649 724
At 31 May 2023 1 46 12 602 661
Company Computer Equipment US$000 Fixtures & Total
Fittings US$000
US$000
Cost
Balance at 1 June 2021 37 80 117
Additions during the year - - -
Balance at 31 May 2022 37 80 117
Balance at 1 June 2022 37 80 117
Additions during the year - - -
Balance at 31 May 2023 37 80 117
Company Computer Equipment US$000 Fixtures & Total
Fittings US$000
US$000
Depreciation
Balance at 1 June 2021 31 80 111
Charge for the year 3 - 3
Balance at 31 May 2022 34 80 114
Balance at 1 June 2022 34 80 114
Charge for the year 2 - 2
Balance at 31 May 2023 36 80 116
Carrying amounts
At 1 June 2021 6 - 6
At 31 May 2022 3 - 3
At 31 May 2023 1 - 1
10 Investments in Subsidiaries
Investments in subsidiaries are held at cost less impairment. Details of
investments are as follows:
Subsidiaries Country of incorporation Activity
2023 2022
Holding (%) Holding (%)
WatchandWager.com Limited Isle of Man Operation of interactive wagering 100 100
totaliser hub
WatchandWager.com LLC United States of America Operation of interactive wagering 100 100
totaliser hub and harness racetrack
betinternet.com (IOM) Limited Isle of Man Dormant 100 100
Technical Facilities & Services Limited Isle of Man Dormant - 100
A wholly owned subsidiary, Technical Facilities & Services Limited, was
dissolved during the 31 May 2023 financial year. A wholly owned subsidiary, B.
E. Global Services Limited, was dissolved during the 31 May 2022 financial
year. Impairment assessment is performed annually, and this involves
assessment of the net asset value and profitability of the subsidiaries.
11 Bonds and deposits
2023 2022
US$000 US$000
Bonds and deposits - expire within one year 883 883
Bonds and deposits - expire within one to two years - -
Bonds and deposits - expire within two to five years - -
Bonds and deposits - expire more than five years 100 100
983 983
Cash bonds of US$ 875,000 have been paid as security deposits in relation to
various US State ADW licences (2022: US$ 875,000). These cash bonds are held
in trust accounts used exclusively for cash collateral, with financial
institutions which have been screened for their financial strength and
capitalization ratio. The financial institutions have a credit rating of A-
Excellent from AM Best credit rating agency. Therefore, these bonds are
considered to be fully recoverable. A rent deposit of US$ 100,000 is held by
California Exposition & State Fair and is for a term ending in 2030 (2022:
US$ 100,000). This is held by an entity of the Californian state government
and is therefore considered fully recoverable. Rent and other security
deposits total US$ 8,167 (2022: US$ 8,227). These deposits are repayable upon
completion of the relevant lease term, under the terms of legally binding
agreements. The fair value of the bonds and deposits approximates to the
carrying value.
12 Cash, cash equivalents and restricted cash
Group Company
2023 2022 2023 2022
US$000 US$000 US$000 US$000
Cash and cash equivalents - Company and other funds 2,148 3,062 116 189
Restricted cash - protected player funds 1,137 1,077 1,111 1,077
Total cash, cash equivalents and restricted cash 3,285 4,139 1,227 1,266
The Group holds funds for operational requirements and for its non-Isle of Man
customers, shown as 'Company and other funds' and on behalf of its Isle of Man
regulated customers and certain USA state customers, shown as 'protected
player funds'.
Protected player funds are held in fully protected client accounts within an
Isle of Man regulated bank and in segregated accounts within a USA regulated
bank. These funds are segregated from operational funds of the Company and are
held on trust for the customers entitled to them.
13 Trade and other receivables
Group Company
2023 2022 2023 2022
US$000 US$000 US$000 US$000
Trade receivables 612 395 - -
Amounts due from Group undertakings - - 680 757
Other receivables and prepayments 766 795 65 64
1,378 1,190 745 821
Included within trade receivables are impairment provisions of US$ 68,837 (see
note 21), (2022: US$ 67,293). Other receivables include accrued and other
income due to the Group, along with sundry other debtors. Amounts due from
Group undertakings are unsecured, interest free and repayable on demand.
14 Trade and other payables
Group Company
2023 2022 2023 2022
US$000 US$000 US$000 US$000
Trade payables 436 659 8 7
Amounts due to customers 2,089 2,037 - -
Taxes and national insurance 18 16 2 2
Accruals and other payables 1,169 928 68 69
3,712 3,640 78 78
Other payables include distributions and purses payable for the racetrack
operations, along with sundry other payables.
15 Deferred income (Government Grant)
The Group received a Paycheck Protection Program ("PPP") loan for US$ 319,994,
under the provisions of the US CARES Act in May 2020 to support certain
incurred expenses, the provisions of which allowed for an application for loan
forgiveness. The Group had ascertained reasonable assurance that the loan
should be forgiven in its entirety and the application for forgiveness was
submitted in June 2021, with the application agreed by the lending bank. The
grant was recognised in profit or loss in the periods that the relevant
expenses were recognised. After final review by the Small Business
Administration, it was determined that the lending bank had calculated and
advanced a loan amount greater than it should have. The resultant difference
of US$ 48,427 was recognised as a loan (financial liability) at 31 May 2022
(see note 16). There is no balance in deferred income at 31 May 2023.
16 Loans, borrowings, and lease liabilities
Current liabilities
Group Company
2023 2022 2023 2022
US$000 US$000 US$000 US$000
Unsecured loans (current portion) 21 20 - -
Lease liabilities (current portion) 91 89 - -
Secured loans - Galloway Limited 350 - 350 -
462 109 350 -
Non-current liabilities
Group Company
2023 2022 2023 2022
US$000 US$000 US$000 US$000
Unsecured loans (non-current portion) 26 47 - -
Lease liabilities (non-current portion) 553 583 - -
Secured loans - Galloway Limited 1,000 1,350 1,000 1,350
1,579 1,980 1,000 1,350
Terms and repayment schedule
Nominal 2023 2022
interest rate Year of maturity Total Total
US$000 US$000
Unsecured loans 1.00-8.90% 2025 47 67
Lease liabilities 6.00-9.50% 2023-30 644 672
Secured loan 2017 - Galloway Limited* 7.75% 2027 500 500
Secured loan 2019 - Galloway Limited* 7.00% 2024 350 350
Secured loan 2020 - Galloway Limited* 7.00% 2025 500 500
Total loans and borrowings 2,041 2,089
During 2022, the Group received an unsecured Paycheck Protection Program
("PPP") loan for US$ 48,427, which matures on 7 May 2025 and attracts interest
at 1% per annum (see note 15).
The secured loans from Galloway Limited are secured over the unencumbered
assets of the Group, which includes the Cash and cash equivalents - Company
and other funds of US$ 2,148,000 (2022: US$ 3,062,000) and Cash bonds of US$
875,000 (2022: US$ 875,000). In September 2023, the Group obtained additional
financing from Galloway Limited, which included the Secured loan 2017 of US$
500,000, being rolled into the new financing (see note 23).
*Based on current interest rates, the estimated fair value of the Galloway
Limited loans is US$ 1.078 million.
Reconciliation of movements of liabilities to cash flows arising
from financing activities
Other loans and borrowings Lease liabilities Total
US$000 US$000 US$000
Balance at 1 June 2021 1,375 292 1,667
Changes from financing cash flows
Proceeds from loans, borrowings, and lease liabilities - 25 25
Repayment of borrowings (6) - (6)
Payment of lease liabilities - (117) (117)
Rent concession received - 2 2
Interest paid (101) (25) (126)
Total changes from financing cash flows (107) (115) (222)
Other changes
Liability-related
Re-recognition of PPP loan 48 - 48
New leases - 472 472
Rent concession received - (2) (2)
Interest expense 101 25 126
Total liability-related other changes 149 495 644
Balance at 31 May 2022 1,417 672 2,089
Balance at 1 June 2022 1,417 672 2,089
Changes from financing cash flows
Proceeds from loans, borrowings, and lease liabilities - 59 59
Repayment of borrowings (20) - (20)
Payment of lease liabilities - (148) (148)
Rent concession received - 18 18
Interest paid (101) (59) (160)
Total changes from financing cash flows (121) (130) (251)
Other changes
Liability-related
New leases 61 - 61
Rent concession received - (18) (18)
Interest expense 101 59 160
Total liability-related other changes 162 41 203
Balance at 31 May 2023 1,458 583 2,041
17 Share capital
No. 2023 2022
US$000 US$000
Allotted, issued, and fully paid
At beginning and close of year: ordinary shares of 1p each 393,338,310 6,334 6,334
At 31 May: ordinary shares of 1p each 393,338,310 6,334 6,334
The authorised share capital of the Company is US$ 9,619,000 divided into
600,000,000 ordinary shares of £0.01 each (2022: US$ 9,619,000 divided into
600,000,000 ordinary shares of £0.01 each). This is the sole class of shares
authorised and issued by the Company and these shares convey the right for
shareholders to vote at general meetings, to receive dividends and to receive
surplus assets on the liquidation of the Company. There are no preferences or
restrictions attached to these shares. Neither the Company, nor its
subsidiaries, hold any shares in the Company. Share options are shown
below.
Options
Movements in share options during the year were as follows:
2023 2022
At start of year - number of 1p ordinary shares 14,000,000 14,000,000
Options granted - -
Options lapsed - -
Options exercised - -
At end of year - number of 1p ordinary shares 14,000,000 14,000,000
The options were issued on 3 March 2016 to Ed Comins, Managing Director of the
Group and vested on 3 March 2019. The options expire on 2 March 2026. The
weighted average exercise price of all options is £0.01.
18 Capital commitments
As at 31 May 2023, the Group had no capital commitments (2022: US$ Nil).
19 Leases
A. Leases as lessee
The Group leases office and racetrack facilities. The office facility is
leased until May 2023, with an average length of renewal of between two to
three years. This was renewed in 2023 for a further two years. The racetrack
facility is leased until May 2030, with extensions or renewals typically
ranging between three to five years. Extension/renewal is only available to
lessor on terms and conditions to be agreed between both parties. All
currently available options to extend have been exercised.
The Group also leases additional office facilities with contract terms of no
more than one year. These leases are short-term, and the Group has elected
not to recognise right-of-use assets and lease liabilities for these leases.
Information about leases for which the Group is a lessee is presented below.
i. Right-of-use assets
Right-of-use assets related to leased properties that do not meet the
definition of investment property are presented within property, equipment,
and motor vehicles.
Group Property Total
US$000 US$000
Cost
Balance at 1 June 2021 473 473
Additions during the year 472 472
Balance at 31 May 2022 945 945
Balance at 1 June 2022 945 945
Additions during the year 61 61
Disposals during the year (118) (118)
Balance at 31 May 2023 888 888
Depreciation
Balance at 1 June 2021 196 196
Charge for the year 100 100
Balance at 31 May 2022 296 296
Balance at 1 June 2022 296 296
Charge for the year 108 108
Disposals during the year (118) (118)
Balance at 31 May 2023 286 286
Carrying amounts
At 1 June 2021 277 277
At 31 May 2022 649 649
At 31 May 2023 602 602
ii. Amounts recognised in profit or loss
2023 2022
US$000 US$000
Interest on lease liabilities 59 25
Depreciation expense 108 100
Rent concessions received (18) (2)
Expenses relating to short-term leases 59 71
iii. Amounts recognised in statement of cash flows
2023 2022
US$000 US$000
Payment of lease liabilities - principal (89) (92)
Payment of lease liabilities - interest (59) (25)
Rent concessions received 18 2
20 Related party transactions
Identity of related parties
The Parent Company has a related party relationship with its subsidiaries (see
note 10), and with its Directors and executive officers and with Burnbrae Ltd
(significant shareholder).
Transactions and balances with and between subsidiaries
Transactions with and between the subsidiaries in the Group, which have been
eliminated on consolidation, are considered to be related party
transactions. During the year, Webis Holdings plc recharged head office
costs to WatchandWager.com Ltd of US$ 238,104 (2022: US$ 248,340) and to
WatchandWager.com LLC of US$ 357,156 (2022: US$ 372,511). WatchandWager.com
LLC recharged support costs of US$ 8,120 (2022: US$ 9,644) to
WatchandWager.com Ltd. At the year end, Webis Holdings plc had receivable
balances with WatchandWager.com Ltd of US$ 168,575 (2022: US$ 224,074) and
with WatchandWager.com LLC of US$ 511,166 (2022: US$ 532,548).
WatchandWager.com Ltd had a receivable balance of US$ 7,656,283 (2022: US$
7,608,501) with WatchandWager.com LLC. There were no impairments on these
balances.
Transactions and balances with entities with significant influence over the
Group
Rental and service charges of US$ 41,617 (2022: US$ 46,914) and Directors'
fees of US$ 38,681 (2022: US$ 27,193) were charged in the year by Burnbrae
Limited, of which Denham Eke is a common Director and Katie Errock an
employee. Trade payables at the year-end of US$ 3,580 (2022: US$ 3,752)
related to rental and service charges. The Group also had loans of US$
1,350,000 (2022: US$ 1,350,000) from Galloway Limited, a company related to
Burnbrae Limited by common ownership and Directors (note 16). Interest expense
of US$ 99,498 (2022: US$ 97,293) was paid on this loan.
Transactions with key management personnel
The total amounts for Directors' remuneration were as follows:
2023 2022
US$000 US$000
Emoluments - salaries, bonuses, and taxable benefits 368 345
- fees 105 96
473 441
Directors' Emoluments
Basic Bonus Termination 2023 2022
salary Fees US$000 payments Benefits Total Total
US$000 US$000 US$000 US$000 US$000 US$000
Executive
Ed Comins 341 - - - 27 368 345
Non-executive
Denham Eke* - 24 - - - 24 27
Sir James Mellon - 18 - - - 18 21
Richard Roberts - 48 - - - 48 48
Katie Errock* - 15 - - - 15 -
Aggregate emoluments 341 105 - - 27 473 441
* Paid to Burnbrae Limited.
14,000,000 share options were issued to Ed Comins (see note 17) during 2016.
21 Financial risk management
Capital structure
The Group's capital structure is as follows:
2023 2022
US$000 US$000
Cash and cash equivalents 2,148 3,062
Loans and similar liabilities (1,397) (1,417)
Net funds 751 1,645
Shareholders' equity (573) (1,318)
Capital employed 178 327
The Group's policy is to maintain as strong a capital base as possible,
insofar as can be sustained due to the fluctuations in the net results of the
Group and the inherent effect this has on the capital structure. The Group
monitors costs on an ongoing basis and undertakes actions to grow revenue,
with the aim of improving the Group's capital base. The Group does not have
any external capital requirements imposed upon it.
The Group's principal financial instruments comprise cash and cash
equivalents, trade receivables and payables that arise directly from its
operations.
The main purpose of these financial instruments is to finance the Group's
operations. The existence of the financial instruments exposes the Group to a
number of financial risks, which are described in more detail below.
The principal risks which the Group is exposed to relate to liquidity risks,
credit risks and foreign exchange risks.
Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet its financial
obligations as they fall due.
The Group's objective is to maintain continuity of funding through trading and
share issues but to also retain flexibility through the use of short-term
loans if required.
Management controls and monitors the Group's cash flow on a regular basis,
including forecasting future cash flow. Banking facilities are kept under
review to ensure they meet the Group's requirements. Funds equivalent to
customer balances are held in designated bank accounts where applicable to
ensure that Isle of Man Gambling Supervision Commission player protection
principles are met. Other customer balances are covered by cash funds held
within the Group and by receivables due from ADW racetrack settlement
partners. The Directors anticipate that the business will maintain sufficient
cash flow in the forthcoming period, to meet its immediate financial
obligations.
The following are the contractual maturities of financial assets and financial
liabilities:
2023
Financial assets
Carrying amount Contractual cash flow 6 months Up to 1-5 5+
US$000 US$000 or less 1 year years years
US$000 US$000 US$000 US$000
Cash, cash equivalents and restricted cash 3,285 3,285 3,285 - - -
Trade receivables 612 612 612 - - -
Other receivables 645 645 645 - - -
Bonds and deposits 983 983 683 200 - 100
5,525 5,525 5,225 200 - 100
2022
Financial assets
Carrying amount Contractual cash flow 6 months Up to 1-5 5+
US$000 US$000 or less 1 year years years
US$000 US$000 US$000 US$000
Cash, cash equivalents and restricted cash 4,139 4,139 4,139 - - -
Trade receivables 395 395 395 - - -
Other receivables 668 668 668 - - -
Bonds and deposits 983 983 681 202 - 100
6,185 6,185 5,883 202 - 100
2023
Financial liabilities
Carrying amount Contractual cash flow 6 months Up to 1-5 5+
US$000 US$000 or less 1 year years years
US$000 US$000 US$000 US$000
Trade payables (436) (436) (436) - - -
Amounts due to customers (2,089) (2,089) (2,089) - - -
Other payables and loans (2,153) (2,372) (815) (406) (1,151) -
Lease liabilities (644) (872) (27) (122) (493) (230)
(5,322) (5,769) (3,367) (528) (1,644) (230)
2022
Financial liabilities
Carrying amount Contractual cash flow 6 months Up to 1-5 5+
US$000 US$000 or less 1 year years years
US$000 US$000 US$000 US$000
Trade payables (659) (659) (659) - - -
Amounts due to customers (2,037) (2,037) (2,037) - - -
Other payables and loans (1,899) (2,214) (541) (58) (1,615) -
Lease liabilities (673) (952) (26) (121) (460) (345)
(5,268) (5,862) (3,263) (179) (2,075) (345)
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a
financial loss for the other party by failing to discharge an obligation.
Impairment losses on financial assets recognised in profit or loss were as
follows:
2023 2022
US$000 US$000
Non-credit impaired trade receivables 7 5
Credit impaired trade receivables 62 62
Total impairment losses 69 67
The Group's exposure to credit risk is influenced by the characteristics of
the individual racetracks and the settling agents operating on behalf of these
tracks. The racetracks themselves are influenced by many factors, including
the product they offer, supporting sources of revenue they might generate,
such as offering simulcast, slots or sports wagering facilities, current
economic conditions, ownership structure, state laws and so on, all of which
may affect their liquidity and ability to operate.
The Group limits its exposure to credit risk by regular settling and
verification of balances due to and from settling agents, with standard terms
of one month. While there is on occasion debt that is slower to be settled,
historical settlements for at least the last six years show that of the
current trade receivable balance, greater than 99% would be expected to be
received.
In addition, the majority of the current Group customers have transacted with
the Group for five years or more and none of these customers balances have
been specifically impaired in that period.
The Group has continued to take a conservative approach to the assessment of
the Weighted Average Loss Rate and maintained rates that are considered to
reflect the risk that exists under current market conditions. The previous two
years Weighted Average Loss Rate was reflective of the uncertainty caused by
the COVID-19 pandemic and therefore the current year rates are adjusted due to
a reduction in this associated risk.
The following table provides information about exposure to credit risk and
expected credit losses for trade receivables as at 31 May 2023:
2023 Weighted Average Loss Rate (%) Gross Carrying Amount US$000 Net Carrying Amount US$000 Credit Impaired
Loss Allowance US$000
Current (not past due) 0.50% 421 (2) 419 No
1-30 days past due 1.00% 110 (1) 109 No
31-60 days past due 3.00% 70 (2) 68 No
61-90 days past due 5.00% 6 (1) 5 No
More than 90 days past due 7.00% 12 (1) 11 No
More than 90 days past due 100.00% 62 (62) - Yes
681 (69) 612
2022 Weighted Average Loss Rate (%) Gross Carrying Amount US$000 Net Carrying Amount US$000 Credit Impaired
Loss Allowance US$000
Current (not past due) 1.00% 374 (4) 370 No
1-30 days past due 2.00% 9 (0) 9 No
31-60 days past due 5.00% 16 (1) 15 No
61-90 days past due 7.00% (1) (0) (1) No
More than 90 days past due 10.00% 2 (0) 2 No
More than 90 days past due 100.00% 62 (62) - Yes
462 (67) 395
The Group uses an allowance matrix to measure the ECLs of trade receivables
from racetracks and their settling agents, which comprise a moderate number of
balances, ranging from small to large. The Group has reviewed its historical
losses over the past four years as well as considering current economic
conditions in estimating the loss rates and calculating the corresponding loss
allowance.
Classes of financial assets - carrying amounts
2023 2022
US$000 US$000
Cash and cash equivalents 2,148 3,062
Bonds and deposits 983 983
Trade and other receivables 1,258 1,063
4,389 5,108
Generally, the maximum credit risk exposure of financial assets is the
carrying amount of the financial assets as shown on the face of the Statements
of Financial Position (or in the notes to the financial statements). Credit
risk, therefore, is only disclosed in circumstances where the maximum
potential loss differs significantly from the financial asset's carrying
amount.
The maximum exposure to credit risks for receivables in any business segment:
2023 2022
US$000 US$000
Pari-mutuel 1,258 1,063
Of the above receivables, US$ 612,000 (2022: US$ 395,000) relates to amounts
owed from racing tracks. These receivables are actively monitored to avoid
significant concentration of credit risk and the Directors consider there to
be no significant concentration of credit risk.
The Directors consider that all the above financial assets that are not
impaired for each of the reporting dates under review are of good credit
quality. The banks have external credit ratings of at least Baa3 from Moody's.
The credit risk for liquid funds and other short-term financial assets is
considered negligible since the counterparties are reputable banks with
high-quality external credit ratings.
Interest rate risk
The Group finances its operations mainly through capital with limited levels
of borrowings. Cash at bank and in hand earns negligible interest at floating
rates, based principally on short-term interbank rates.
Any movement in interest rates would not be considered to have any significant
impact on net assets at the balance sheet date as the Group and Parent Company
do not have floating rate loans payable.
Foreign currency risks
The Group operates internationally and is subject to transactional foreign
currency exposures, primarily with respect to Pounds Sterling, Hong Kong
Dollars, and Euros.
The Group does not actively manage the exposures but regularly monitors the
Group's currency position and exchange rate movements and makes decisions as
appropriate.
At the reporting date the Group had the following exposure:
2023 USD GBP EUR HKD Total
US$000 US$000 US$000 US$000 US$000
Current assets 4,703 114 86 523 5,426
Current liabilities (3,146) (334) (43) (633) (4,156)
Short-term exposure 1,557 (220) 43 (110) 1,270
2022 USD GBP EUR HKD Total
US$000 US$000 US$000 US$000 US$000
Current assets 5,197 236 85 568 6,086
Current liabilities (2,705) (317) (69) (642) (3,733)
Short-term exposure 2,492 (81) 16 (74) 2,353
The following table illustrates the sensitivity of the net result for the year
and equity with regards to the Group's financial assets and financial
liabilities and the US Dollar-Sterling exchange rate, US Dollar-Euro exchange
rate and US Dollar-Hong Kong Dollar exchange rate.
A 5% weakening of the US Dollar against the following currencies at 31 May
2023 would have increased / (decreased) equity and profit and loss by the
amounts shown below:
2023 GBP EUR HKD Total
US$000 US$000 US$000 US$000
Current assets 6 4 26 36
Current liabilities (17) (2) (32) (51)
Net assets (11) 2 (6) (15)
2022 GBP EUR HKD Total
US$000 US$000 US$000 US$000
Current assets 12 4 28 44
Current liabilities (16) (3) (32) (51)
Net assets (4) 1 (4) (7)
A 5% strengthening of the US Dollar against the above currencies would have
had the equal but opposite effect on the above currencies to the amounts shown
above on the basis that all other variables remain constant.
22 Controlling party and ultimate controlling party
The Directors consider the ultimate controlling party to be Burnbrae Limited
and its beneficial owner Jim Mellon by virtue of their combined shareholding
of 63.10%.
23 Subsequent events
In September 2023, the Group has agreed funding of GBP 1,150,000 from Galloway
Limited (related entity), in the form of convertible loan notes, which will
enable the Group to further invest in its business-to-consumer sector. The
loan will accrue interest at the rate of 11% per annum and is convertible into
shares under specific circumstances. The convertible loan notes comprise GBP
750,000 in respect of new funding and an existing debt of GBP 400,000, after
conversion of US$ 500,000 due and outstanding by the Group to Galloway Limited
(see note 16).
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