REG - B90 Holdings PLC - UNAUDITED INTERIM RESULTS
23/09/2022 07:00
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RNS Number : 3773A B90 Holdings PLC 23 September 2022
23 September 2022
B90 Holdings plc
("B90", the "Company" or "Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2022
B90 Holdings plc (AIM: B90), the online marketing and operating company for
the gaming industry, is pleased to announce its unaudited interim results for
the six months ended 30 June 2022, which are also available on its website at
www.b90holdings.com.
Commenting on the results, Karim Peer, Executive Chairman, said:
"The Group has successfully integrated the acquisitions made last year and its
strategic focus now revolves around increasing revenues. We are excited about
expansion into new territories and markets, specifically in Latin America,
supported by the development of affiliate programmes through both further
acquisitions and partnerships."
Financial and operational highlights
· 150% increase in revenues up to €1 million (H1 2021: €0.4
million)
· Raised a further €0.85 million through a subscription of new
ordinary shares
· Improvement in net loss of €1.3 million (H1 2021: €1.4 million)
notwithstanding further substantial investment in marketing and operations
· Appointment of Karim Peer as Executive Chairman
· Launch of Spinbookie brand, which operates in different yet
complementary markets to B90's existing operations, most notably South America
· Completed the integration of Oddsen.nu, a Norwegian sports-bet
affiliate site
· Fully acquired Tippen4You, an established forum platform focused on
the German market
· Post period end, continued improvement in trading during July and
August 2022
Commenting on current trading and outlook, Karim Peer, Executive Chairman,
added:
"Since June 2022, the business has continued to focus on marketing activities,
using its key affiliate partnerships, customer acquisition and retention
programmes. The Group is building upon its marketing activities towards the
2022 World Cup in Qatar, starting in November 2022, and seeks to capitalise on
the event. Revenues in both July and August 2022 were in line with monthly
revenues received in the second quarter of 2022."
-ends-
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.
For further information please contact:
B90 Holdings
plc
+44 (0)1624 605 764
Karim Peer, Executive Chairman
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser)
+44 (0)20 7409 3494
James Harris / Richard Johnson / Rob Patrick
Arden Partners plc (Broker)
+44 020 7614 5900
Ruari McGirr
Belvedere (Financial PR & IR)
+44 (0)20 3008 6867
John West / Llewellyn Angus
About B90 Holdings plc
B90 Holdings plc is a group of companies focused on the operation of its own
online Sportsbook and Casino product as well as marketing activities for other
online gaming companies.
Website: www.b90holdings.com (http://www.b90holdings.com)
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the unaudited interim results for the six months ended
30 June 2022, which consolidate the results of B90 Holdings plc ("B90" or the
"Company") and its subsidiaries (the "Group"). B90 Holdings plc is the
parent company of a group of companies focused on generating marketing leads
and entering marketing contracts for the activities of various partners in the
gaming industry. It also operates its own brands, Bet90 and Spinbookie.
The Group focuses on complementary activities under one umbrella, leveraging
its historical cash generative activities of affiliate marketing, online
casinos and sports betting.
We have now identified four distinct strategic pillars to help us on our
journey towards profitability:
· delivery of a truly scalable platform for online and e-gaming
entertainment;
· a focus on organic growth of existing businesses and new
acquisitions;
· a holistic approach to all players by offering the widest game play
options; and
· the deployment of artificial intelligence and analytics across our
operations.
The Group has successfully integrated the acquisitions made during the
financial year ended 31 December 2021 and its strategic focus now revolves
around increasing revenues. We are excited about expansion into new
territories and markets, specifically in Latin America, Canada, and Europe,
supported by the development of affiliate programmes through both further
acquisitions and partnerships.
Business and Strategy Overview
It has been an eventful time for the Company laying the foundations for
operational and financial growth. With unique products and strong brands in
global iGaming (sportsbook and casino) markets, we continue to build strong
customer relationships, increasing our revenues by over 150% compared to the
prior comparable period and substantially increasing our customer numbers
across our target markets of Scandinavia and South America.
We are determined to make more use of the opportunities afforded by our
listing on the AIM market, particularly as we are one of the few listed online
bookmakers and gaming companies on that market at present. In this regard,
we completed the integration of Oddsen.nu, a Norwegian sports-bet affiliate
site in May 2022. The Company elected to issue new shares to satisfy the
final deferred consideration due under the terms of the original acquisition.
Oddsen.nu has been operating for over 20 years in its home market of Norway.
It connects publishers with affiliate programs that allow them to promote
sports book gambling-related offers and its operations include producing media
content covering a wide range of sports news, sport events, analysis and
forecasts, which it then publishes on its website Oddsen.nu. Oddsen.nu also
offers a major forum, where end users can discuss sports betting related
events 24-7 and has generated winning odds tips for its visitors for a number
of years, free of charge. To date, the business has performed to our
expectations and has expanded our geographic reach into important markets.
Alongside this, during the reporting period we also launched our Spinbookie
brand, which operates in different yet complementary markets to B90's existing
operations, most notably South America. We acquired Spinbookie in December
2021, utilising a combination of both the issue of new equity and cash from an
equity subscription. Spinbookie is a newly established, fully operational
website operating on BetConstruct, an industry leading gaming software
developer platform. Spinbookie has fully functional and compliant payment
options implemented and operates under a Curacao gambling licence.
Spinbookie's existing full casino and sportsbook product covers most major
global sporting events, including a large range of live betting markets. The
casino offering includes suites from Microgaming, Evolution, and other key
casino suite providers. Marketing agreements are now in place and driving
traffic to Spinbookie and we are pleased with the growth in customer numbers
and average spend that it is starting to produce.
In addition, in May 2022 we announced the acquisition of the remaining 49%
stake in Tippen4you, which is now fully owned by the Group. That website is
an established forum platform focused on the German market. It earns revenues
by entering into affiliate agreements with operators who are active in the
German market. Although Tippen4you is currently a relatively small business,
it has substantial potential and it carries great strategic importance for us.
We anticipate upgrading and refreshing the Tippen4you brand during the second
half of 2022 allowing us to position the business for expansion in 2023. The
acquisition reinvigorates the affiliate side of our business and gives us a
strong foothold in Germany, one of the largest and most developed online
betting markets in Europe, where our operating brands currently do not
currently have a presence.
Financial Review
Revenues for the first six months of 2022 amounted to €1,009,870 which when
compared to the same period in 2021 shows an increase of 150% (HY1 2021:
€404,686). This growth was driven by the launch of Spinbookie.com and the
acquisition of the Oddsen operations.
The net loss for the period was €1,275,857 compared to a loss of
€1,438,679 for the first six months of 2021. The loss for the first six
months of 2022 was highly impacted by an increased amortisation charge due to
the acquisitions completed in the second half of 2021 (€170,000 higher), as
well as a higher share based payment expense, which is caused by the grant of
new options in the fourth quarter of 2021(€145,000 higher).
In addition, as the Company has substantially increased its operations we have
continued to invest in marketing activities, which increased to €266,000 in
the first six months of 2022, compared to €143,000 in the same period in
2021. These marketing efforts have increased revenue and the Directors believe
this will also have a positive effect on future revenues.
In May 2022, we announced that we had raised €861,021 (before expenses)
through a subscription for 12,713,043 new ordinary shares at a price of 5.75p
per share. The net funds raised are being used to strengthen the Company's
working capital position and to invest in marketing activities. Cash as at
30 June 2022 was €656,000.
Current Trading and Outlook
Since June 2022, the business has continued to focus on marketing activities,
using its key affiliate partnerships, customer acquisition and retention
programmes. The Group is building upon its marketing activities towards the
2022 World Cup in Qatar, starting in November 2022, and seeks to capitalise on
the event. Revenues in both July and August 2022 were in line with monthly
revenues received in the second quarter of 2022.
Summary
We continue to improve our balance sheet, placing the Company on a more stable
financial footing and allowing us to invest in additional marketing activities
and other initiatives to drive revenue. By enhancing our well established
direct-to-customer routes, we will continue to introduce and augment our
brands in new and different markets, facilitating more growth and accelerating
customer acquisition. We are already making significant operational and
financial progress and customer numbers are increasing across our territories,
particularly in South America, with good customer acquisition numbers;
furthermore, retention rates and average spend have been increasing when
compared to last year. Alongside this we are actively seeking out further
complementary acquisitions to accelerate our growth, utilising our market
listing to pay for them, as well as incentivising management teams.
These factors combined leave us increasingly optimistic about the future of
the Group and we look forward with renewed optimism and confidence.
Karim Peer
Executive Chairman
23 September 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UNAUDITED UNAUDITED AUDITED
6 month 6 month Year
period ended period ended ended
30 June 2022 30 June 2021 31 December 2021
€ € €
Revenue 1,009,870 404,686 826,855
Salary expense (919,346) (582,336) (1,306,033)
Marketing and selling expense (266,396) (142,615) (430,095)
General administrative expense (902,169) (1,030,839) (2,256,222)
Depreciation and amortisation expense (197,816) (29,138) (109,325)
Total administrative expenses (2,285,727) (1,784,928) (4,101,675)
Operating loss (1,275,857) (1,380,242) (3,274,820)
Finance expense - (58,437) (136,931)
Loss before tax (1,275,857) (1,438,679) (3,411,751)
Taxation - - -
Loss for the period (1,275,857) (1,438,679) (3,411,751)
Equity holders of the Company (1,275,857) (1,428,388) (3,351,507)
Non-controlling interests - (10,291) (60,244)
(1,275,857) (1,438,679) (3,411,751)
Loss per share attributable to equity holders of the Company
- Basic (in €) (0.0052) (0.0104) (0.0192)
- Diluted (in €) (0.0052) (0.0104) (0.0192)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
UNAUDITED UNAUDITED RESTATED
30 June 30 June 31 December
2022 2021 2021
Note
€ € €
Non-current assets
Goodwill 3,324,531 1,410,931 3,324,531
Other intangible assets 4,595,252 139,958 4,793,069
Total non-current assets 7,919,783 1,550,889 8,117,600
Current assets
Other receivables & prepayments 120,875 216,428 159,999
Cash and cash equivalents 655,556 1,019,704 827,302
Total current assets 776,431 1,236,132 987,301
Total assets 8,696,214 2,787,021 9,104,901
Equity and liabilities
Share capital - - -
Additional paid-in capital 29,660,600 22,073,925 27,734,003
Other Reserves (5,086,668) (6,046,908) (5,086,668)
Retained earnings (19,122,497) (16,286,928) (17,987,052)
Equity attributable to owners of the parent 5,451,435 (259,911) 4,660,283
Non-controlling interests - 25,565 (24,388)
Total shareholders' equity 5,451,435 (234,346) 4,635,895
Non-current liabilities
Deferred tax liability 273,600 - 273,600
Total non-current liabilities 273,600 - 273,600
Current liabilities
Trade and other payables 2,966,787 2,997,145 4,170,629
Corporate income tax payable 4,392 24,222 24,777
Total current liabilities 2,971,179 3,021,367 4,195,406
Total equity and liabilities 8,696,214 2,787,021 9,104,901
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Additional Equity portion convertible loan note Other reserves (Restated) * Retained Earnings Total Non-controlling interest Total
Capital Paid in capital Equity
€ € € € € € € €
Balance as at 1 January 2021 - 15,466,741 429,770 (6,046,908) (14,907,070) (5,057,467) 35,856 (5,021,611)
Loss for the financial period - - - - (1,428,388) (1,428,388) (10,291) (1,438,679)
Convertible loan note conversion - 4,633,714 (429,770) - - 4,203,944 - 4,203,944
Conversion of payables - 697,100 - - - 697,100 - 697,100
Share based payments - - - - 48,530 48,530 - 48,530
Issue of share capital - 1,276,370 - - - 1,276,370 - 1,276,370
Balance as at 30 June 2021 - 22,073,925 - (6,046,908) (16,286,928) (259,911) 25,565 (234,346)
Balance as at 1 January 2021 - 15,466,741 429,770 (6,046,908) (14,907,070) (5,057,467) 35,856 (5,021,611)
Loss for the financial period - - - (3,351,507) (3,351,507) (60,244) (3,411,751)
Convertible loan note conversion - 4,569,685 (429,770) - 126,499 4,266,414 - 4,266,414
Conversion of payables - 772,100 - - - 772,100 - 772,100
Share based acquisition (Restated*) - 3,779,059 - 960,240 - 4,739,299 - 4,739,299
Share based payments - - - - 145,026 145,026 - 145,026
Issue of share capital - 3,385,871 - - - 3,385,871 - 3,385,871
Cost of raise of capital - (239,453) - - - (239,453) - (239,453)
Balance as at 31 December 2021 (Restated*) - 27,734,003 - (5,086,668) (17,987,052) 4,660,283 (24,388) 4,635,895
Loss for the financial period - - - - (1,275,857) (1,275,857) - (1,275,857)
Share based payments - - - - 192,400 192,400 - 192,400
Share based acquisitions - 1,077,600 - - (51,988) 1,025,612 24,388 1,050,000
Issue of share capital - 861,021 - - - 861,021 - 861,021
Cost of raise of capital - (12,024) - - - (12,024) - (12,024)
Balance as at 30 June 2022 - 29,660,600 - (5,086,668) (19,122,497) 5,451,435 - 5,451,435
* the other reserves include (1) Reserves relating to reverse asset
acquisition from prior periods & (2) Contingent earn-out shares issuable
in relation to the Spinbookie acquisition. The balances as per 31 December
2021 has been reclassified for these interim results (See note 4 for further
details) .
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED UNAUDITED AUDITED
30 June 30 June 31 December
2022 2021 2021
€ € €
Restated
Cash flows from operating activities
Operating loss (1,275,857) (1,380,242) (3,274,820)
Adjustments for:
Share based payments 192,400 48,307 145,026
Amortisation of intangibles 197,816 29,138 109,325
Cash flow from operations before working capital changes (885,641) (1,302,797) (3,020,469)
Decrease/(increase) in trade and other receivables 39,124 111,068 (132,502)
Decrease in trade and other payables (174,226) (1,232,462)* (733,670)
Cash flow from operations (1,020,743) (2,424,191) (3,886,641)
Tax (paid)/received - - -
Cash flow from operating activities (1,020,743) (2,424,191) (3,886,641)
Cash flow from investing activities
Acquisition of intangible assets - - (600,000)
Net cash outflow from investing activities - - (600,000)
Cash flow from financing activities
Proceeds of issue of new shares 848,997 1,276,370 3,146,418
Receipts from loans - 1,847,000 1,847,000
Net cash inflow from financing activities 848,997 3,123,370 4,993,418
Net (Decrease)/increase in cash and cash equivalents (171,746) 699,179 506,777
Cash and cash equivalents at start of period 827,302 320,525 320,525
Cash and cash equivalents at end of period 655,556 1,019,704 827,302
* the interest amount reported last year has been reclassified to decrease
other payables as the interest was converted into equity with the principle
amounts of the convertible loan note.
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
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
22 September 2022. The auditor's report on the year ended 31 December 2021
financial statements was unqualified, though it made reference to a material
uncertainty in relation to going concern. The year ended 31 December 2021
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 2021.
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 2022. 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 2021. 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 2021, where a
detailed explanation of such risks and uncertainties can be found.
Going concern
The Group reported a net loss of €1.3 million for the six months ended 30
June 2022. Furthermore, the Group had a negative cash flow from operations
of €1.0 million for the six months ended 30 June 2022.
Whilst trading during the first six months of 2022 has been in line with the
Board's expectations and show a significant increase in revenues, the Group
continues to operate at a loss, although management expects the Group to
become cash flow positive in 2023, executing on its strategic plan to grow the
Group's operations and revenues in the various verticals in a targeted manner,
entering into strategic partnerships and investing in further marketing to
expand the customer base and geographical reach.
Furthermore, as a result of the recent fundraise, completed in September 2022,
the Group has improved its financial position.
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. These conditions are necessarily considered
to represent a material uncertainty which may cast significant doubt over the
Group's ability to continue as a going concern.
Whilst acknowledging this material uncertainty, the Directors remain confident
that they will be able to continue to expand the Group's operations and
generate a positive operational cash flow within a reasonable time 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 and Company 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 2021
ended ended
30 June 2021
30 June 2022
€ € €
Earnings
Loss for the purpose of basic and diluted earnings per shares being net profit
attributable to equity shareholders
(1,275,857) (1,428,388) (3,351,507)
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings 245,051,972 137,371,926 174,331,667
per share
Weighted average number of dilutive share options - - -
Weighted average number of ordinary shares for the purposes of diluted 245,051,972 137,371,926 174,331,667
earnings per share
Basic loss per share (€) (0.0052) (0.0104) (0.0192)
Diluted loss per share (€) (0.0052) (0.0104) (0.0192)
3. Significant events during the reporting period
On 13 May 2022, the Company announced that it had satisfied the deferred
consideration for the Oddsen acquisition (as announced on 30 September 2021),
amounting to €1,050,000, by issuing 13,452,632 new ordinary shares at a
price of 6.65p per share.
On 16 May 2022, the Company announced that it had raised €861,021 (before
expenses) (approximately £731,000) through a subscription of 12,713,043 new
Ordinary Shares at a price of 5.75p per ordinary share.
On 16 May 2022, the Company announced the appointment of Karim Peer as the new
Executive Chairman.
On 21 June 2022, the Company announced that it had acquired the 49% minority
interest in T4U Marketing Ltd for consideration of 500,000 new Ordinary Shares
(with a value of £23,750).
On 22 June 2022, the Company announced that it had granted options over
2,000,000 new ordinary shares to its Executive Chairman, Karim Peer. The
options have an exercise price of 5p and have a 5 year term.
4. Reclassification of Spinbookie contingent consideration
An adjustment of €960,240 was made to the 31 December 2021 Statement of
Financial position to reclassify the contingent consideration payable in
relation to the Spinbookie acquisition from Trade and other payables to Other
reserves within Equity. This has occurred following a reconsideration of the
relevant clauses within the sale and purchase agreement and Management
conclude that the fact pattern with the agreement represents equity in nature
rather than liability. This has resulted in the following impact:
Balance as originally stated at 31 December 2021 Reclassification adjustment Balance as restated at 31 December 2021
€ € €
Impact on statement of financial position
Trade and Other payables (5,130,869) 960,240 (4,170,629)
Other Reserves 6,046,908 (960,240) 5,086,668
5. Subsequent events
On 9 September 2022 the Company announced it had raised €355,000 (or
£305,000) through a subscription for 7,625,000 new ordinary shares in the
capital of the Company. Furthermore, the company converted €39,400 (or
£33,902) of payables into 847,558 new ordinary shares of the Company. On the
same date, the Company granted, in aggregated, 3,588,500 warrants over
ordinary shares to the subscribers. These warrants have a 3 year term and an
exercise price of 4.18p.
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