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REG - Devolver Digital - Half Year Results

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RNS Number : 4422N  Devolver Digital, Inc.  25 September 2023

25 September 2023

The information contained within this announcement is deemed by the company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK
MAR").  Upon the publication of this announcement via the Regulatory
Information Service, this inside information is now considered to be in the
public domain.

 

Devolver Digital, Inc.

 

("Devolver Digital", "Devolver" or the "Company", and the Company together
with all of its subsidiary undertakings "the Group")

 

Unaudited results for the six months ended 30 June 2023

 

Healthy pipeline for new releases in Q4 2023 and 2024

On track for EBITDA break-even in 2023 and return to growth in 2024

 

Devolver Digital, an award-winning digital publisher and developer of
independent ("indie") video games, announces its unaudited results for the six
months ended 30 June 2023. All figures relate to this period unless otherwise
stated.

 

Prioritising quality to unlock long-term value

o  As announced in the trading update on 3(rd) August 2023, high potential
titles have been delayed to 2024 to ensure that they have the time, effort and
support to succeed.

o  As a result, 1H 2023 was an unusually quiet release period with only 4
new titles, of which only one was a major title, Terra Nil (1H 2022: 7 title
releases).

o  As also previously announced, Devolver declined subscription deal
proposals that undervalued the titles' value and revenue opportunities in 2023
and 2024, resulting in lower subscription revenues.

o  Back catalogue revenues were up 10%, accounting for 87% of total revenues
(1H 2022: 64%), reflecting the lower new title contribution and the continued
strong performance of Cult of the Lamb.

o  Average 79 Metacritic score for released titles year to date (76 average
score for 1H 2023).

o  Steady recovery at Good Shepherd; announced tie-up with Rebellion for
2000 AD IP.

 

Financial performance reflects unusually quiet 1H release schedule, as
expected

o  As flagged, 1H 2023 financial performance has been impacted by a quiet
release schedule: revenues down 17%; Normalised Gross Profit down 51%.

o  As expected, Normalised Adjusted EBITDA loss of US$3.5m (1H 2022: US$6.8m
profit).

o  Statutory net loss of US$10.1m(1) (1H 2022: US$16.6m loss).

o  Cash of US$64.8m at 30 June 2023 (1H 2022: US$74.2m), following c.US$7.2m
purchase of shares in the market for the Employee Benefit Trust.

o  Cost-saving initiatives underway to protect margin and strong net cash
position.

 

Current trading and outlook

o Back catalogue continues to be driven by Cult of the Lamb post 1H 2023
period-end.

o Targeted marketing and the full return of physical gaming events are
expected to help drive engagement and maintain quality for upcoming titles.

o 11 new titles expected in 2023, including nine titles published directly by
Devolver.

o Seven releases scheduled for 2H 2023 including major titles Wizard With A
Gun and The Talos Principle 2, as well
as Gunbrella, KarmaZoo and Hellboy: Web of Wyrd.

o On track to meet previous guidance of break-even profitability in 2023,
return to profitable growth in 2024 and acceleration in 2025.

o Healthy pipeline of more than 30 new titles due for release in the next
three years.

 

Harry Miller, Executive Chairman of Devolver, said:

 

"The first half of 2023 was a reset for Devolver, with delays to new releases
as we prioritise the quality and long-term potential of major titles scheduled
for the second half of 2023 and 2024.  Devolver's DNA is to commit relatively
low spend on high quality titles that stand the test of time.  We look
forward to returning to our normal cadence of releases in the rest of 2023 and
2024 with big titles to come such as Wizard With A Gun and The Talos
Principle 2, as well as The Plucky Squire and Baby Steps.

 

As a result of our busy upcoming release schedule, steps to improve our return
from our back catalogue and active management of our cost base, Devolver is on
track to meet its previous guidance of break-even EBITDA profitability in
2023, a return to profitable growth in 2024 and then an acceleration in 2025."

 

About Devolver Digital

 

Devolver is an award-winning video games publisher in the indie games space
with a balanced portfolio of third-party and own-IP. Devolver has an emphasis
on premium games and has published more than 100 titles, with more than 30
titles in the pipeline scheduled for release over the next three years.
Devolver has in-house studios developing first-party IP titles and a
complementary publishing brand. Devolver is registered in Wilmington,
Delaware, USA.

 

Notes:

 

(1) Including non-cash impact of US$3.9m of share-based payments.

 

Enquiries

 

 Devolver Digital, Inc.                                            ir@devolverdigital.com
 Harry Miller, Executive Chairman

 Douglas Morin, Chief Executive Officer

 Daniel Widdicombe, Chief Financial Officer

 Zeus (Nominated Adviser and Sole Broker)                          +44 (0)20 3829 5000
   Nick Cowles, Jamie Peel, Alexander Craig (Investment Banking)

 Ben Robertson (Equity Capital Markets)

 FTI Consulting (Communications Adviser)                           devolver@fticonsulting.com
 Jamie Ricketts / Dwight Burden / Valerija Cymbal / Usama          +44 (0)20 3727 1000
 Ali

OPERATING REVIEW

 

1H 2023 - fewer title releases than previous period

Devolver released 4 new titles in 1H 2023, including Devolver Tumble
Time, Sludge Life 2 and Terra Nil. Terra Nil was the only major release
in 1H 2023, and consequently revenue fell 17% in the first half compared to 1H
2022 which had 7 title releases. As a result, back catalogue accounted for an
unusually high 87% of total 1H revenues in the period.

Despite the revenue decline there have been several positive developments in
1H 2023, including our publishing subsidiary Good Shepherd (GSE) posting a
steady recovery following the restructuring it underwent early in the year, on
track to reach EBITDA break-even by 4Q. GSE recently announced a
ground-breaking partnership with Rebellion (Sniper Elite) to develop and
publish video game adaptations based on stories from the beloved 2000 AD
universe, the home of Judge Dredd, Rogue Trooper, ABC Warrior and more, as
well as Rebellion's other comic IP, including Roy of the Rovers and Battle
Action. Separately, Cult of the Lamb back catalogue sales have continued to
out-perform expectations from the start of 2023.

Several market events held in 1H 2023 have also added to the excitement about
our future releases for 2024 and 2025. Sony held its PlayStation Showcase 2023
in May, featuring 36 games in total including Devolver titles The Talos
Principle 2, The Plucky Squire and Neva. The Summer Games Fest 2023 included
Devolver Direct, in which several new titles were introduced or updated
including Baby Steps, Wizard with a Gun, The Talos Principle 2, and Human
Fall Flat 2, the highly anticipated sequel to Human Fall Flat which sold
over 40 million copies worldwide since release in July 2016. Devolver Direct
enjoyed record viewership numbers and was included in numerous broadcasts
archived on YouTube with a combined 4.68 million views just one week post
broadcast. Finally, Steam's Next Fest saw the Wizard with a Gun demo post
the 5(th) highest number of downloads by players out of over 1,000 demos
featured in the event. All these developments bode well for the outlook in
2024 and beyond.

 

2022 hit release supports back catalogue

 

The August 2022 hit release Cult of The Lamb has provided strong revenue
momentum continuing into 1H 2023, the only 2022 release to do so given that 1H
2022 releases did not perform as expected. The contribution from Cult of The
Lamb was the principal driver for a 10% increase in back catalogue revenues
in 1H 2023 compared to the previous year period. BAFTA-winning Inscryption,
an October 2021 release, also continued to perform well in the first six
months of 2023. Other back catalogue titles have seen weaker performance in 1H
2023 compared to 1H 2022. Devolver is working hard to stimulate back catalogue
sales through a combination of new ports, additional DLC, strategic marketing
and strategic pricing mechanisms.

 

Our back catalogue includes all titles released in or prior to the last
financial year (2022 or earlier). As of 31 December 2022, the back catalogue
consists of 109 titles, including numerous indie cult classics, supporting
highly diversified revenues.

 

Operating expense containment, selective co-funding on game development

 

A group-wide exercise to reduce overall expenses is under way. Rental
expenses, out-sourced professional fees and other operating and administration
fees are all being optimised for efficiency with continual assessment for cost
savings. Separately, as part of the directional move towards more
participation in the live services area, we will seek co-funding for larger
titles where partners can bring strategic value.

 

FINANCIAL REVIEW

 

Unaudited first half 2023 results to June 30 2023

 

The unaudited financial results included in this announcement cover the
Group's combined activities for the six months ended 30(th) June 2023
(prepared in accordance with applicable International Financial Reporting
Standards, "IFRS").

 

Normalised Adjusted results

 

The following refers to Normalised Adjusted results, as presented in the
financial statements contained within this release. Normalised Adjusted
results exclude any one-time exceptional items during the respective half-year
periods.

 

Normalised EBITDA and Normalised Adjusted EBITDA results are not intended to
replace statutory results and are prepared to provide a more comparable
indication of the Group's core business performance by removing the impact of
certain items including exceptional items (material and non-recurring), and
other, non-trading, items that are reported separately. These results have
been presented to provide users with additional information and analysis of
the Group's performance, consistent with how the Board monitors results.
Further details of adjustments are given in Notes 3 and 4 to the condensed
financial statements contained within this semi-annual results release.

 

P&L results and margins

 

Devolver Digital's first half 2023 performance was muted due to a lower number
of title releases (4) compared to the previous period (7). Revenues of US$43.9
million fell 17% year-over-year. Normalised gross profit was US$9.4 million, a
decline of 51% year-over-year. Normalised Adjusted EBITDA turned to a loss of
US$3.5 million from US$6.8 million profit in 1H 2022.

 

Normalised gross profit margin decreased to 21.4% in the first half of 2023,
down from 35.8% in the year-earlier period. Gross margin was compressed due to
the absence of first-party IP and other new releases in recoup during the
period, resulting in the royalty pay-out mix being heavily weighted towards
third party titles in 1H 2023. This compares to 1H 2022 when new first-party
IP and other releases were cushioned while the titles were still in recoup
(before royalties are usually paid out).

 

Normalised Adjusted EBITDA margins were depressed at negative 7.9% in the
first half of 2023, compared to positive margin of 12.9% the previous year.
The compression in 1H 2023 gross profit had a direct flow through effect to
impact Normalised Adjusted EBITDA, despite successfully containing cash
operating expenses at similar levels as the 1H of 2022.

 

Employee Benefit Trust (EBT)

 

Devolver established an Employee Benefit Trust (EBT) in May 2022 to facilitate
stock option exercise by employees and contractors who were awarded 2017 Stock
Option plan stock options and stock units vesting under the 2022 Long Term
Incentive Plan (LTIP). The EBT is a Jersey-incorporated Trust enabling option
exercise and share settlement off-market without impacting market liquidity.
Share purchases by the EBT are funded by way of a loan from Devolver which can
request settlement of the loan at any time in future. The shares held by the
EBT are consolidated within Devolver's share capital balance.

 

Cash Balances

 

Cash holdings at end of June 2023 were US$64.8 million, a reduction of
US$14.7 million compared to end of 2022's level of US$79.5 million. The
reduction in cash balances during the period was primarily due to: 1) lower
operating cash generation in the first half combined with the US$13.6 million
ongoing investment in game development during the period; 2) approximately
US$7 million provided to the EBT for the market purchase of c. 19m shares.

 

CURRENT TRADING OUTLOOK

 

As noted in our August 2023 update, expected performance for 2023 will be
impacted by three key factors: delays to new title releases, a reduction in
revenue from subscription deals and relative weakness from our back catalogue
with the exception of a few outperforming titles.

Our busy release schedule for Q4 2023 features major titles Wizard with a
Gun and The Talos Principle 2, among others.  Waiting until titles are
ready has led to delays as we prioritise our strategy to maximise the appeal
and success of new titles by increasing investment on development, quality
control and marketing.  Giving our titles every chance to succeed is critical
to our long-term growth.  As previously indicated, titles such as The Plucky
Squire, which has been tracking well with audiences, will now be released in
2024 alongside other titles previously earmarked for release in 2023 such
as Anger Foot, Pepper Grinder and Stick It to the Stickman.

After a period of strong growth in subscription deals in 2021 and 2022, we
expect the trend of reduced revenues from subscription deals to continue into
2024.  We expect to continue to turn down subscription deal proposals that
undervalue the titles' value and revenue opportunity in 2023 and 2024.

Back catalogue sales have been softer following the weaker performance of
three key title releases in 2022, except for Cult of the
Lamb and Inscryption which have continued to perform strongly, and a weaker
overall economic environment.

As previously indicated in August 2023, we expect Group Normalised Adjusted
EBITDA to be at least break-even in 2023, before a return to growth in 2024
and an acceleration in 2025.

Our momentum, robust balance sheet with US$65m in cash at June 2023, deep
pipeline and strong contribution from extensive back catalogue all support our
confidence of further progress in 2023 and in the future. We have a proven
strategy that has delivered success for the last 13 years. The Board believes
that we are well positioned for future success, and we look forward to
reporting on our progress in the year ahead.

 

Harry Miller

Chairman

 

 

 

 

 

 

 

Consolidated Statement of Profit or Loss

 

                                         Unaudited            Unaudited

                                         6 months ended       6 months ended       Year ended
                                         30-Jun-23            30-Jun-22            31-Dec-22
                                         US$'000              US$'000              US$'000
 REVENUES
 Revenues                                43,877               53,003               134,565
 TOTAL REVENUES                          43,877               53,003               134,565

 COST OF SALES
 Royalty expense                         (22,167)             (22,015)             (61,448)
 Development expense                     (2,878)              (1,704)              (3,856)
 Marketing                               (3,354)              (3,912)              (9,148)
 Amortisation of intangible assets       (5,150)              (7,112)              (14,788)
 Impairment of intangible assets         (934)                -                    (22,822)
 TOTAL COST OF SALES                     (34,483)             (34,743)             (112,062)

 GROSS PROFIT                            9,394                18,260               22,503

 ADMINISTRATIVE EXPENSES
 Overhead expenses                       (12,612)             (12,637)             (25,523)
 Stock compensation expense              (3,905)              (11,477)             (19,621)
 Amortisation of non-current assets      (1,863)              (3,761)              (5,292)
 Impairment of non-current assets        -                    -                    (69,973)
 TOTAL ADMINISTRATIVE EXPENSES           (18,380)             (27,875)             (120,409)

 Other (loss) / income                   (591)                5                    (549)
 OPERATING PROFIT/(LOSS)                 (9,577)              (9,610)              (98,455)

 Interest income                         897                  26                   364
 Interest expense                        (198)                -                    -
 Foreign exchange gains / (losses)       239                  (2,007)              (673)
 PRE-TAX PROFIT/(LOSS)                   (8,639)              (11,591)             (98,764)
 Income tax (expense) / credit           (1,426)              (5,019)              7,264
 Profit/(Loss) for the period            (10,065)             (16,610)             (91,500)
 Equity holders of the parent            (10,042)             (16,560)             (91,475)
 Non-Controlling Interests               (23)                 (50)                 (25)
 PROFIT/(LOSS) FOR THE PERIOD            (10,065)             (16,610)             (91,500)

 

 

 Basic earnings per share ($)      (0.023)    (0.037)    (0.206)
 Diluted earnings per share ($)    (0.023)    (0.037)    (0.206)

 

 

                                                                         6 months ended      6 months ended    Year ended
                                                                         30-Jun-23               30-Jun-22     31-Dec-22
                                                                         US$'000             US$'000           US$'000
 Non-IFRS measures
 Adjusted EBITDA*                                                        (3,809)             5,627             (73,378)
 Normalised Adjusted EBITDA                                              (3,469)             6,818             13,914
 Normalised Adjusted EBITDA excluding performance-related impairments    (2,535)             6,818             23,210

* Adjusted EBITDA is a non-IFRS measure and is defined as earnings before
interest, tax, depreciation, amortisation (but not taking out amortisation of
capitalised software development costs) and share-based payment expenses.

 

 

Consolidated Statement of Comprehensive Income

 

                                                                       Unaudited           Unaudited
                                                                       6 months ended      6 months ended      Year ended
                                                                       30-Jun-23           30-Jun-22           31-Dec-22
                                                                       US$'000             US$'000             US$'000

 Loss for the period                                                   (10,065)            (16,610)            (91,500)

 Other comprehensive income/(loss): Items that will be reclassified
 subsequently to profit or loss
 Exchange differences on translation of foreign operations             33                  (964)               (477)

 Total comprehensive income/(loss) for the period                      (10,032)            (17,574)            (91,977)

 Total comprehensive income/(loss) is attributable to:
 Equity holders of the parent                                          (10,009)            (17,524)            (91,952)
 Non-controlling interests                                             (23)                (50)                (25)
                                                                       (10,032)            (17,574)            (91,977)

 

Consolidated Statement of Financial Position

 

                                     Unaudited            Unaudited

                                     6 months ended       6 months ended       Year ended
                                     30-Jun-23            30-Jun-22            31-Dec-22
                                     US$'000              US$'000              US$'000
 NON-CURRENT ASSETS
 Goodwill                            19,416               66,820               19,153
 Intellectual property               24,734               49,640               25,782
 Software development costs          47,622               52,960               40,136
 Total intangibles                   91,772               169,420              85,071
 Tangible assets                     91                   237                  174
 Employee loans                      456                  537                  995
 Deferred tax assets                 10,598               -                    10,088
 TOTAL NON-CURRENT ASSETS            102,917              170,194              96,328

 CURRENT ASSETS
 Accounts receivable                 12,173               19,452               16,813
 Employee loans                      406                  -                    -
 Cash at bank and in hand            64,761               74,176               79,493
 Prepaid income tax                  3,905                4,705                2,185
 TOTAL CURRENT ASSETS                81,245               98,333               98,491
 TOTAL ASSETS                        184,162              268,527              194,819

 CURRENT LIABILITIES
 Trade and other payables            17,699               13,956               19,149
 Deferred revenue                    2,402                5,047                2,091
 Current tax payable                 4,158                -                    262
 TOTAL CURRENT LIABILITIES           24,259               19,003               21,502

 NON-CURRENT LIABILITIES
 Deferred tax liabilities            1,046                9,316                1,045
 Long-term liabilities               -                    1,567                -
 TOTAL NON-CURRENT LIABILITIES       1,046                10,883               1,045
 TOTAL LIABILITIES                   25,305               29,886               22,547

 CAPITAL AND RESERVES
 Share capital                       45                   44                   45
 Share premium                       146,062              120,061              146,044
 Retained Earnings                   49,966               120,942              56,259
 Translation reserve - OCI           (2,234)              (2,433)              (2,267)
 Capital Redemption Reserve          (34,857)             -                    (27,707)
 CAPITAL AND RESERVES TO OWNERS      158,982              238,614              172,374
 Non-controlling interest            (125)                27                   (102)
 TOTAL EQUITY                        158,857              238,641              172,272
 TOTAL EQUITY AND LIABILITIES        184,162              268,527              194,819

 

 

 

 

Consolidated Statement of Changes in Equity

                                                                                                  Capital Redemption Reserve                                                            Total Devolver equity         Non-

                                                           Share capital          Share premium                                       Translation Reserve       Retained earnings                                     controlling interest                      Total

                                                                                                                                                                                                                                                                equity
                                                           US$'000                US$'000         US$'000                             US$'000                   US$'000                 US$'000                       US$'000                                   US$'000
 Balance at 1 January 2022                                        44              121,588                     -           (986)                                             126,184                         246,830                                      (77)                          246,753
 Prior year adjustment                                            -               -                           -                                    -                        (159)                           (159)                                          154                                   (5)
 Loss for the period                                              -               -                           -                                    -                        (16,560)                        (16,560)                                        (50)                       (16,610)
 Currency translation differences                                 -               -                           -              (1,447)                                        -                               (1,447)                                      -                             (1,447)
 Transactions with owners in their capacity as owners:
 Exercise of share options via EBT                                -               (1,527)                     -           -                                                 -                               (1,527)                                      -                             (1,527)
 Share-based payments                                             -               -                           -                                    -                        11,477                          11,477                                        -                            11,477
 Total transactions with owners                                   -               (1,527)                     -                                    -                        11,477                          9,950                                         -                            9,950
 Balance at 30 June 2022                                          44              120,061                     -           (2,433)                                           120,942                         238,614                                     27                             238,641

 Balance at 1 January 2022                                        44              121,588                     -           (986)                                             126,184                         246,830                                   (77)                             246,753
 Loss for the period                                              -               -                           -           -                                                 (91,475)              (91,475)                             (25)                     (91,500)
 Currency translation differences                                 -               -                           -           (1,281)                                           -                     (1,281)                             -                         (1,281)
 Other movements                                                  -               383                         -           -                                                 (1)                   382                                 -                         382
 Transactions with owners in their capacity as owners
 Issue of shares                                                  -               165                         -           -                                                 -                     165                                -                          165
 Exercise of share options                                        1               630                         -           -                                                 -                     631                                -                          631
 Reclassification of treasury shares b/f                          -               25,837                      (25,837)    -                                                 -                     -                                  -                          -
 Treasury share repurchase                                        -               -                           (2,500)                                                       -                     (2,500)                            -                          (2,500)
 Share-based payments                                             -               -                           -           -                                                 19,622                19,622                            -                           19,622
 Transfers                                                        -               (2,559)                     630         -                                                 1,929                                               -             -                 -
 Total transactions with owners                                   1               24,073                      (27,707)    -                                                 21,551                17,918                            -                               17,918
 Balance at 31 December 2022                                         45           146,044                     (27,707)    (2,267)                                           56,259                172,374                          (102)                         172,272

 

 Balance at 1 January 2023                                 45      146,044      (27,707)  (2,267)                 56,259                 172,374                              (102)                                    172,272
 Loss for the period                                       -       -            -         -                 (10,042)                     (10,042)             (23)                                       (10,065)
 Currency translation differences                          -       -            -         33                                             33                             -                           33

                                                                                                            -
 Transactions with owners in their capacity as owners
 Share buyback transactions                                -       -            (7,150)   -                 -                            (7,150)                        -                              (7,150)
 Exercise of share options                                 -       18           -         -                 -                            18                             -                           18
 Share-based payments charge                               -       -            -         -                 3,905                  3,905                     -                                3,905
 Share-based payments recycle of charge                    -       -            -         -                 (156)                  (156)                         -                            (156)
 Total transactions with owners                            -       18           (7,150)   -                 3,749                  (3,383)                   -                                   (3,383)
 Balance at 30 June 2023                                   45      146,062      (34,857)  (2,234)           49,966                 158,982      (125)                                     158,857

 

 

 

Statement of Cash Flows

 

                                                         Unaudited               Unaudited

                                                         6 months ended          6 months ended       Year ended
                                                         30-Jun-23               30-Jun-22            31-Dec-22
                                                         US$'000                 US$'000              US$'000
 Operating activities
 Cash inflow / (outflow) from operations                 (7,367)                 (14,759)             (100,780)
 Amortisation, depreciation and impairments              7,947                   10,873               112,376
 Share based payments                                    3,905                   11,477               19,621
 Interest payable                                        198                     -                    -
 Net taxation payable                                    (361)                   -                    (2,062)
 Net cashflow from operating activities                  4,322                   7,591                29,155

 Investing activities
 Purchase of intangible assets                           (600)                   -                    -
 Investment in software development                      (12,570)                (15,631)             (32,641)
 Purchase of tangible assets                             -                       (5)                  (66)
 Net cashflow from investing activities                    (13,170)              (15,636)             (32,707)

 Financing activities
 Net change in borrowings/ others                        -                       (510)                -
 Share capital issuance including option exercise        18                      (1,527)              795
 Share repurchase transactions                           (7,150)                 -                    (2,514)
 Interest received                                       893                     26                   362
 Interest paid                                           -                       -                    (2)
 Net cashflow from financing activities                  (6,239)                 (2,011)              (1,359)

 Net cashflow                                            (15,087)                (10,056)             (4,911)
 At 1 January / 1 July                                   79,493                  86,239               86,239
 FX                                                      355                     (2,007)              (1,835)
 Closing cash                                            64,761                  74,176               79,493

 

 

Note 1: Basis of preparation and consolidation

These condensed financial statements have been prepared in accordance with the
recognition and measurement requirements of International Accounting Standard
34 Interim Financial Reporting. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for fair
presentation have been included. The condensed consolidated financial
statements as at and for the six months ended June 30, 2023 have been prepared
on the same basis as the audited annual financial statements.

 

In May 2022 Devolver established an Employee Benefit Trust (EBT) to facilitate
settlement of employee stock options granted under the 2017 Stock Option Plan
and stock awards granted under the 2022 Long Term Incentive Plan. The EBT is a
Jersey-based Trust and the Trustees act to the benefit of the employees. The
accounting treatment determined that Devolver controls the EBT and must
consolidate the EBT within its consolidated financial statements.

 

Most transactions eliminate upon consolidation, with the exception of the
purchase by the EBT of Devolver shares from employees and shares issued to
employees who are exercising options out of the Capital Redemption Reserve.
These are recognised at cost as "Issued shares held within the Group". These
shares are included within the Capital Redemption Reserve, a separate reserve
within equity. The Devolver shares held by the EBT are not revalued. When the
EBT sells the shares to a third party, any gains or losses are recognised
directly in equity.

 

Operating results for the six months ended 30 June 2023 are not necessarily
indicative of the results that may be expected for the year ending 31 December
2023. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Group's annual report for the year ended
31 December 2022.

 

The Directors are confident that the Group will remain cash positive and will
have sufficient funds to continue to meet its liabilities as they fall due for
a period of at least 12 months from the date of this first half 2023
announcement and have therefore prepared this unaudited semi-annual
announcement on a going concern basis.

 

Tax charged within 6 months ended 30 June 2023 has been calculated by applying
the effective rate of tax which is expected to apply to the Group for the year
ending 31 December 2022 as required by IAS 34 'Interim Financial Reporting'.
The effective rate of (16.2)% varies from the statutory rate of 21% due to: a)
permanent book to tax differences related to stock compensation deductions for
foreign entities, which is not deductible for US income taxes, and; b) US
State tax liabilities.

 

The financial presentation in this release should be read in conjunction with
the notes to the consolidated financial statements as at and for the first
half ended 30 June 2023, as contained within this release.

 

These preliminary unaudited financial statements were approved by the Board of
Directors on 24 September 2023.

 

 

 

Note 2: Earnings Per Share

                                                              6 months ended      6 months ended      Year ended
                                                              30-Jun-23           30-Jun-22           31-Dec-22
                                                              US$'000             US$'000             US$'000

 Profit/(Loss) attributable to the owners of the company      (10,042)            (16,560)            (91,475)
 Weighted average number of shares                            444,818,506         442,464,268         443,090,183
 Basic earnings per share ($)                                 (0.023)             (0.037)             (0.206)

 Profit/(Loss) attributable to the owners of the company      (10,042)            (16,560)            (91,474)
 Weighted average number of shares                            444,818,506         442,464,268         443,090,183
 Dilutive effect of share options                             -                   -                   -
 Weighted average number of diluted shares                    444,818,506         442,464,268         443,090,183
 Diluted earnings per share ($)                               (0.023)             (0.037)             (0.206)

 

Note 3: Normalised Adjusted Results*

                                          6 months ended      6 months ended      Year ended
                                          30-Jun-23           30-Jun-22           31-Dec-22
                                          US$'000             US$'000             US$'000
 Revenue
 Reported Revenue                         43,877              53,003              134,565
 Reported Revenue growth                  -17.2%              14.1%               37.1%

 Gross Profit
 Reported Gross Profit                    9,394               18,260              22,503
 Reported Gross Profit margin             21.4%               34.5%               16.7%
 Normalised Gross Profit adjustment       -                   721                 23,829
 Normalised Gross Profit                  9,394               18,981              46,332
 Normalised Gross Profit margin           21.4%               35.8%               34.4%

 Adjusted EBITDA
 Reported Adjusted EBITDA                 (3,809)             5,627               (73,378)
 Reported Adjusted EBITDA margin          -8.7%               10.6%               (54.5%)
 Normalised Adjusted EBITDA adjustment    340                 1,191               87,292
 Normalised Adjusted EBITDA               (3,469)             6,818               13,914
 Normalised Adjusted EBITDA margin        -7.9%               12.9%               10.3%

* Normalised Adjusted EBITDA makes the following adjustments: it excludes 1)
stock compensation (share-based payment) expenses and revaluation of
contingent consideration; 2) one-time expenses and other non-recurring items;
3) amortisation of IP (but does not exclude amortisation of capitalised
software development costs), and 4) impairment.

 

 

 

Note 4: Reconciliations to Adjusted EBITDA

 

                                                                              6 months ended      6 months ended      Year ended
                                                                              30-Jun-23           30-Jun-22           31-Dec-22
                                                                              US$'000             US$'000             US$'000

 Operating Profit/(Loss)                                                      (9,577)             (9,610)             (98,455)
 Share-based payment expenses                                                 3,905               11,477              19,621
 Amortisation and depreciation of non-current  assets                         1,863               3,761               5,456
 Adjusted EBITDA                                                              (3,809)             5,627               (73,378)

                                                                              6 months ended      6 months ended      Year ended
                                                                              30-Jun-23           30-Jun-22           31-Dec-22
                                                                              US$'000             US$'000             US$'000

 Adjusted EBITDA                                                              (3,809)             5,627               (73,378)
 Net Exceptional income from IP disposal & sale of publishing rights          -                   -                   (214)
 Non-recurring, one-time expenses                                             340                 470                 1,616
 Impairments & others                                                         -                   721                 85,890
 Normalised Adjusted EBITDA                                                   (3,469)             6,818               13,914
 Performance-related impairments                                              934                 -                   9,296
 Normalised Adjusted EBITDA excluding performance related impairments         (2,535)             6,818               23,210

 

 

Note 5: Intangible Assets

 

 Intangible Assets                       Goodwill      Intellectual      Software          Total

                                                       Property          Development
                                         US$'000       US$'000           US$'000           US$'000
 Cost
 As at 1 January 2022                    66,820        59,817            61,396            188,033
 Additions                               -             -                 32,641            32,641
 As at 31 December 2022                  66,820        59,817            94,037            220,674
 Additions                               263           815               13,570            14,648
 As at 30 June 2023                      67,083        60,632            107,607           235,322

 Amortisation and impairment
 As at 1 January 2022                    -             6,435             16,955            23,390
 Amortisation charge for the period      -             5,293             14,788            20,081
 Impairment                              47,667        22,307            22,158            92,132
 As at 31 December 2022                  47,667        34,035            53,901            135,603
 Amortisation charge for the period      -             1,863             5,150             7,013
 Impairment                              -             -                 934               934
 As at 30 June 2023                      47,667        35,898            59,985            143,550

 Carrying amount
 As at 1 January 2022                    66,820        53,382            44,441            164,643
 As at 31 December 2022                  19,153        25,782            40,136            85,071
 As at 30 June 2023                      19,416        24,734            47,622            91,772

 

 

 

 

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