REG - B90 Holdings PLC - Interim Results
23/09/2024 07:00
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RNS Number : 1319F B90 Holdings PLC 23 September 2024
23 September 2024
B90 Holdings plc
("B90" the "Company" or the "Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2024
Completion of turnaround strategy
EBIDTA profitable every month of this year so far
B90 Holdings plc (AIM: B90), an online marketing company for the gaming
industry, specialised in customer acquisition, is pleased to announce its
unaudited interim results for the six months ended 30 June 2024 ("H1 2024").
The development and initial rollout of the Company's turnaround strategy of
leading the Company into its next stage of corporate growth is now complete
and the business has traded on a positive EBITDA every month of this year so
far, with its innovative marketing initiatives progressing well. The results
for the period are also available on B90's website at www.b90holdings.com
(http://www.b90holdings.com) .
The Company's final results for the financial year ended 31 December 2024 are
expected to meet current market forecasts, with further growth anticipated in
FY 2025 as the operational efficiency of the Group's business model becomes
increasingly evident.
Operational Highlights
· Business Advancements: Completed a strategic shift in operations, away
from a business-to-consumer ("B2C") model.
· B2B Focus: Continued expansion of business-to-business ("B2B")
partnerships and enhancement of digital marketing capabilities.
· Operations: Transitioned the online sportsbook and casino
operations to an outsourced white label solution, allowing the Company to
focus solely on marketing activities.
· Successful Euros 2024 Campaign: The Euros 2024 football tournament
provided an excellent opportunity to engage with key audiences. Promotional
activities and numerous marketing campaigns across multiple channels during
the event produced strong results.
· Cost Optimisation: Maintained stringent and diligent cost controls to
drive further profitability and long-term revenue growth.
Financial Highlights
· Revenue Performance: Revenues for H1 2024 amounted to €1.4
million, reflecting an 83% increase compared to the same period in 2023,
attributable to the strategic shift and cost restructuring efforts that
commenced in Q4 2023 and completed early 2024.
· EBITDA: The business maintained a positive EBITDA for each month in
H1 2024, resulting in a €0.2 million EBITDA for the period, demonstrating
the success of its cost optimisation and revenue generation strategies. This
positive trend has also continued through July and August 2024.
· Net Results: Taking into account amortisation and share-based
payment expenses, the net operating result shows a loss for H1 2024 of €0.3
million, compared to a loss of €1.8 million in the same period last year.
Ronny Breivik, Executive Chairman of B90 Holdings plc, commented:
"This has been a transformational six months for B90, with the Group achieving
consecutive months of profitability at the EBITDA level, marking a significant
milestone as we build a strong foundation for sustainable growth. This
EBITDA profitability has continued into the second half, and I am confident
that our sustained focus on B2B operations and strategic investments will lead
to long-term growth and value for our shareholders."
"Looking ahead, we are optimistic about the future of B90. Our management team
delivered on several key operational milestones, setting the stage for further
growth in H2 2024 and FY 2025. Our focus on B2B operations, coupled with a
strengthened management team and strong advisory board, positions us well to
achieve our goal of remaining EBITDA profitable and driving substantial
shareholder value."
Settlement of fees
One of the Company's advisers has requested settlement of their fees in
shares. The Company has agreed to settle an amount of £45,000 through the
issue of new ordinary shares at the closing market price on 20 September 2024,
being £0.043, resulting in the issue of 1,046,512 new ordinary shares (the
"Shares").
Application will be made for the 1,046,512 Shares to be admitted to trading on
AIM ("Admission"). It is expected that Admission will become effective and
dealings in the New Shares will commence at 8.00 a.m. on or around 27
September 2024.
Total voting rights
On Admission, the Company's total issued share capital will consist of
440,564,739 Ordinary Shares with voting rights. On Admission, the
abovementioned figure of 440,564,739 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, B90 under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
-Ends-
For further information please contact:
B90 Holdings plc +44 (0)1624 605 764
Ronny Breivik, Executive Chairman
Marcel Noordeloos, Finance Director
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / Richard Johnson / Rob Patrick
Zeus (Broker) +44 (0)20 3829 5000
Louisa Waddell / Simon Johnson
Rosewood (Financial PR & IR) +44 (0)20 7653 8702
John West / Llewellyn Angus / Lily Pearce
Chairman's Statement
Overview
I am delighted to update our shareholders on the significant advancements we
have made towards becoming a scalable gaming service provider focused on
customer acquisition. Through strategic acquisitions, integration, and
efficient operation of technological solutions, we have made notable progress.
B90 is now operating a successful platform of companies generating customers
for operators of online casino and sports betting platforms. The Group's
portfolio of brands guides users to customer websites and enriches the
experience of players worldwide. Our leading brands include Bet90, Oddsen.nu,
and Tippen4you, which are well-established names in the sports betting
community and affiliate marketing space. We build and invest in gaming
products that foster strong customer relationships and leverage efficient
marketing strategies to drive growth and engagement in the global iGaming
market.
Business and Strategy Update
We have undergone a significant operational shift by restructuring our casino
and sportsbook operations towards outsourced solutions, which allows us to
focus on our core strengths and create both financial and operational
efficiencies. Our emphasis on B2B operations has been successful, with
positive EBITDA recorded every month in H1 2024. This has continued into the
second half of the financial year. Additionally, we have continued to invest
in marketing initiatives aimed at driving future profitability.
We have made a strategic pivot from B2C to a B2B focus, optimising our
operations around performance marketing and affiliate services. This includes
the relaunch of Bet90.com as an affiliate website, which has reduced operating
costs and enhanced our focus. The lessons we have learned from the acquisition
of Emwys have bolstered our digital marketing capabilities within the online
gambling sector and we now have strong embedded relationships and partnerships
with many major industry players such as Bet365 and Stake.com. This has
significantly enhanced our market presence.
In May 2024, Oddsen.nu, a key affiliate operating within the Group, announced
that it had signed fixed listing fee marketing agreements which will provide
at least €200,000 of revenues to the Group in 2024. Under the terms of the
agreements, additional revenue may be earned for marketing services based on
performance, enhancing the potential value of these contracts. The operations
of Oddsen.nu have shifted from being Nordics-focused to having a global reach.
This shift in focus has already positioned us to sign long-term,
value-generative partnerships with reputable partners in the sector.
Oddsen.nu's expansion aligns perfectly with B90's wider plans for growing its
organic business. With a robust forum for sports betting discussions and
unique betting bonuses, Oddsen.nu continues to grow its reach, providing an
excellent platform for global expansion.
Financial Performance Review
The Group has demonstrated significant improvements in financial performance
for the first six months of 2024. Revenues for H1 2024 amounted to €1.4
million, reflecting an 83% increase compared to the same period in 2023. This
growth is attributable to the strategic shift and cost restructuring efforts
commenced in Q4 2023 and completed in early 2024.
We have maintained positive EBITDA for six consecutive months since the
beginning of the year, highlighting the success of our cost optimisation and
revenue generation strategies. This positive trend has continued through July
and August 2024. Due to the amortisation and share-based payment expenses, the
net operating result shows a loss of €0.3 million in H1 2024, a significant
improvement compared to the loss of €1.8 million in the same period last
year.
First 6 months of 2024 First 6 months of 2023 Full year
2023
Net loss (321,954) (1,795,019) (5,470,603)
Amortisation & Depreciation 381,966 231,103 606,475
Impairment of Goodwill - - 315,611
Share based payments 130,975 132,608 402,384
Interest and other finance expense - 171,621 887,716
Tax (7,583) - (4,462)
EBITDA 183,404 (1,259,687) (3,262,879)
One-off expenses:
- Restructuring expenses - - 237,356
Adjusted EBITDA 183,404 (1,259,687) (3,025,523)
The substantial increase in revenue for the first half of 2024 can be
attributed to our prudent shift in operations, and the success of our
marketing campaigns during the Euros 2024. We have implemented stringent cost
controls, resulting in positive EBITDA for eight consecutive months since
January 2024. Although we recorded a net loss overall, the reduction in loss
compared to the previous year reflects the effectiveness of our turnaround
strategy and our rigorous cost management efforts.
Current Trading
Our operational management team is strong and experienced. Our Board has a
great depth of sector knowledge and continues to benefit from the support and
advice of our strategic adviser, who remains a substantial shareholder.
Looking ahead, we are optimistic about the future of B90. Our management team
delivered on several key operational milestones during the first half of 2024,
setting the stage for further EBITDA profitability in the second half.
Our focus on B2B operations, coupled with a strengthened management team and
strong advisory board, positions us well to achieve our goal of remaining
EBITDA profitable and driving substantial shareholder value. The new
marketing agreements such as the one announced by Oddsen.nu in May 2024, will
play an important role in driving future revenue growth.
Subsequent to the period, the Company has continued to produce a positive
monthly EBITDA. B90 has now maintained a positive EBITDA for eight straight
months since the start of the year. The full year results are expected to be
in-line with current market expectations.
Summary and Outlook
The first half of 2024 has been a period of significant progress for B90. We
have successfully restructured our casino and sportsbook operations towards
outsourced solutions, allowing us to concentrate on our core strengths. This
shift has resulted in positive EBITDA for eight consecutive months and a
substantial increase in revenue compared to the same period in 2023, driven by
strategic initiatives and successful marketing campaigns during the Euros
2024. Additionally, the signing of fixed listing fee marketing agreements by
Oddsen.nu are expected to contribute additional performance-based earnings
potential.
Looking ahead, we remain optimistic about the future of B90. Our management
team is delivering on key operational and financial milestones, positioning us
for sustained EBITDA profitability and further growth in 2024 and 2025.
Thank you for your continued support.
Ronny Breivik
Executive Chairman
23 September 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UNAUDITED UNAUDITED AUDITED
Period ended Period ended Year ended
30 June 2024 30 June 2023 31 December 2023
€ € €
Revenue 1,379,178 754,659 3,025,352
Marketing and selling expense (181,370) (360,815) (1,626,207)
Salary expense (841,940) (915,773) (2,359,386)
Other administrative expense (303,439) (870,366) (2,705,023)
Depreciation, amortisation expense (381,966) (231,103) (922,085)
Total administrative expenses (1,708,715) (2,378,057) (7,612,701)
Operating loss (329,537) (1,623,398) (4,587,349)
Loss on fair value of equity conversion feature - - (500,686)
Finance expense - (171,621) (387,030)
Loss before tax (329,537) (1,795,019) (5,475,065)
Taxation 7,583 4,462
-
Loss for the period (321,954) (1,795,019) (5,470,603)
Loss per share attributable to equity holders of the Company
- Basic (in €) (0.0007) (0.0064) (0.0168)
- Diluted (in €) (0.0007) (0.0064) (0.0168)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
UNAUDITED UNAUDITED AUDITED
6 months ended 6 months ended Year ended
30 June 30 June 31 December
2024 2023 2023
€ € €
Non-current assets
Goodwill 1,913,600 2,229,211 1,913,600
Other intangible assets 6,942,423 4,099,761 7,324,389
Total non-current assets 8,856,023 6,328,972 9,237,989
Current assets
Other receivables & prepayments 503,553 235,409 487,986
Cash and cash equivalents 302,104 733,601 829,116
Total current assets 805,657 969,010 1,317,102
Total assets 9,661,680 7,297,982 10,555,091
Equity and liabilities
Share capital - - -
Additional paid-in capital 41,110,393 30,966,848 41,110,393
Reverse asset acquisition reserve (6,046,908) (6,046,908) (6,046,908)
Retained earnings (27,217,071) (23,620,284) (27,026,092)
Total shareholders' equity 7,846,414 1,299,656 8,037,393
Non-current liabilities
Convertible loan note - 3,145,522 -
Deferred tax liability 226,345 246,924 233,928
Total non-current liabilities 226,345 3,392,446 233,928
Current liabilities
Trade and other payables 1,588,921 2,605,880 2,283,770
Total current liabilities 1,588,921 2,605,880 2,283,770
Total equity and liabilities 9,661,680 7,297,982 10,555,091
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Additional Other reserve Retained Earnings Total
Capital Paid in capital
€ € € € €
Balance as at 1 January 2023 - 30,966,848 (6,046,908) (21,957,873) 2,962,067
Loss for the financial period - - - (1,795,019) (1,795,019)
Share based payments - - - 132,608 132,608
Balance as at 30 June 2023 - 30,966,848 (6,046,908) (23,620,284) 1,299,656
Balance as at 1 January 2023 - 30,966,848 (6,046,908) (21,957,873) 2,962,067
Loss for the financial period - - - (5,470,603) (5,470,603)
Issue of share capital - 2,304,872 - - 2,304,872
Conversion of Convertible Loan Note - 6,058,892 - - 6,058,892
Share based asset acquisition - 1,600,000 - - 1,600,000
Swap of other liabilities for share capital - 536,141 - - 536,141
Share based payments - - - 402,384 402,384
Costs of raising capital - (356,360) - - (356,360)
Balance as at 31 December 2023 - 41,110,393 (6,046,908) (27,026,092) 8,037,393
Loss for the financial period - - - (321,954) (321,954)
Share based payments - - - 130,975 130,975
Balance as at 30 June 2024 - 41,110,393 (6,046,908) (27,217,071) 7,846,414
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED UNAUDITED AUDITED
30 June 30 June 31 December
2024 2023 2023
€ € €
Cash flows from operating activities
Operating (loss)/profit (329,537) (1,623,398) (4,587,349)
Adjustments for:
Share based payments 130,975 132,608 402,384
Impairment of goodwill - - 315,611
Amortisation of intangibles 381,966 231,103 606,474
Bad debt expense - - (93,685)
Cash flow from/(used in) operations before working capital changes 183,404 (1,259,687) (3,356,565)
Increase in trade and other receivables (15,568) (39,281) (200,672)
Decrease in trade and other payables (694,847) (517,046) (475,817)
Cash flow used in operations (527,011) (1,816,014) (4,033,054)
Tax (paid)/received - - -
Cash flow used in operating activities (527,011) (1,816,014) (4,033,054)
Cash flow from investing activities
Acquisition of intangible assets - - (1,750,000)
Net cash outflow used in investing activities - - (1,750,000)
Cash flow from financing activities
Interest paid - - -
Proceeds of issue of new shares - - 2,000,000
Finance expenses - (81,482) -
Receipts from loans - 2,272,044 4,253,116
Net cash inflow used in financing activities - 2,190,562 6,253,116
Net increase/(decrease) in cash and cash equivalents (527,011) 374,548 470,062
Cash and cash equivalents at start of period 829,115 359,053 359,053
Cash and cash equivalents at end of period 302,104 733,601 829,115
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
1. Basis of preparation
The condensed interim consolidated financial statements incorporate the
results of B90 Holdings plc (the "Company") and entities controlled by the
Company (its subsidiaries) (collectively the "Group").
The condensed interim consolidated financial statements are unaudited, do not
constitute statutory accounts and were approved by the Board of Directors on
20 September 2024. The auditor's report on the year ended 31 December 2023
financial statements was unqualified, though it made reference, by way of
emphasis, to a material uncertainty in relation to going concern, and an
emphasis of matter related to impairment of other intangible assets. The
year ended 31 December 2023 Annual Report and financial statements is
available on the Company's website (www.b90holdings.com).
The preparation of unaudited condensed interim consolidated financial
statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of
assets and liabilities, income and expense. Actual results may differ from
these estimates.
In preparing the unaudited condensed interim consolidated financial
statements, the significant judgements made by management in applying the
Group's accounting policies and the key sources of estimation uncertainty were
the same as those that applied to the consolidated financial statements as at
and for the year ended 31 December 2023.
The unaudited condensed interim financial information in this report has been
prepared using accounting policies consistent with IFRS as adopted by the
European Union. IFRS is subject to amendment and interpretation by the
International Accounting Standards Board (IASB) and the IFRS Interpretations
Committee and there is an ongoing process of review and endorsement by the
European Commission. These policies are consistent with those to be adopted
in the Group's consolidated financial statements for the year ended 31
December 2024. The accounting policies, including those related to
significant judgements and key sources of estimation uncertainty, applied in
this interim report are the same as those applied by the Group in the
consolidated financial statements for the year ended 31 December 2023. The
group has chosen not to adopt IAS 34 "Interim Financial Statements" in
preparing the interim financial information.
The principal risks and uncertainties of the Group have not changed since the
last annual financial statements for the year ended 31 December 2023, where a
detailed explanation of such risks and uncertainties can be found.
Going concern
The Group reported a net loss of €0.3 million for the six months ended 30
June 2024, although a positive cash flow from operations, before working
capital adjustments, of €0.2 million.
Whilst trading during the first six months of 2024 was in line with the
Board's expectations and shows a significant improvement from 2023, the
Company still shows a negative working capital position of €0.7 million.
Management is targeting the Group continuing to generate positive cash flow
from operations, before working capital adjustments, during the remainder of
2024.
However, should trading not be in line with management's expectations going
forward, the Group's ability to pay its trade payables may be impacted, in
which case the Group will need to raise further funding. In the circumstance
that this is needed and whilst the directors are confident of being able to
raise such funding if required, there is no certainty that such funding will
be available and/or the terms of such funding.
Whilst acknowledging this material uncertainty, the Directors remain confident
that they will be able to continue to expand the Group's operations and
continue to generate a positive operational cash flow going forward, or, if
needed, be able to raise additional funding when required, and therefore the
Directors consider it appropriate to prepare the financial statements on a
going concern basis. The financial statements do not include the adjustments
that would result if the Group was unable to continue as a going concern.
2. Earnings per share
The calculation of earnings per share is based on the following earnings and
number of shares.
6 months 6 months Year ended
31 December 2023
ended ended
30 June 2023
30 June 2024
€ € €
Earnings
Loss for the purpose of basic and diluted earnings per shares being net result
attributable to equity shareholders
(321,954) (1,795,019) (5,470,603)
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings 439,518,227 282,144,816 326,123,139
per share
Weighted average number of dilutive share options - - -
Weighted average number of ordinary shares for the purposes of diluted 439,518,227 282,144,816 326,123,139
earnings per share
Basic loss per share (€) (0.0007) (0.0064) (0.0168)
Diluted loss per share (€) (0.0007) (0.0064) (0.0168)
3. Significant events during the reporting period
On 1 February 2024, the Company announced that it had completed the
restructuring of its casino and sportsbook operations to an outsourced
solution.
On 21 May 2024, the Company announced that it had entered into a number of
fixed fee marketing agreements, which provide the Company with €200,000 of
revenues to the Group in 2024. Under the terms of these agreements, additional
revenue may be earned for performance based marketing services.
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