REG - Sportech PLC - Half-year Report
11/09/2023 07:00
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RNS Number : 9355L Sportech PLC 11 September 2023
11 September 2023
Sportech PLC
("Sportech" or the "Group" or the "Company")
Interim Results & Proposed Delisting
Sportech (AIM:SPO), an international betting technology business, is pleased
to announce its interim results for the six months ended 30 June 2023 ("H1
2023" or the "period").
Summary
The Group has continued to deliver solid operational performance, marked by
stable revenue growth and a renewed emphasis on margin enhancement. This
strategic approach has led to a 7.2% increase in gross profit and a notably
improved Adjusted EBITDA performance, in comparison to the same period of the
previous year.
The Group's Adjusted EBITDA demonstrated positive momentum, reaching £0.9
million (£0.4 million in H1 2022). This improvement was fuelled by several
key factors, most notably growth in contributions from US gaming and a
sustained focus on optimizing operational and corporate costs.
In July 2023, the Group completed a share capital restructuring that helped to
provide approximately 3,600 smaller shareholders with a cost effective exit.
Additionally, the Company announced a meaningful return of capital to
shareholders totalling £3.5 million, paid in August 2023, bringing the
cumulative shareholder repayments to c.£46 million over the past two years
and c.£121 million since 2017. Group cash (excluding customer balances) at
the end of H1 2023 was £7.8 million and at the end of August 2023 was £3.6
million.
However, it is important to acknowledge the significant financial burden
associated with maintaining a listing on the public markets, particularly
given the Company's reduced size, following the successful implementation of
the strategic drive to return capital to investors. In light of this, the
Board will today also announce, subject to shareholder approval, a proposed
cancellation of its ordinary shares to trading on AIM (the "Proposed
Cancellation"). The background to and reasons for the Proposed Cancellation
will be set out in a separate announcement, and if approved by shareholders,
is expected to deliver significant future cost savings and strengthen the
Company's financial position.
Key Financials (£ million) H1 2023 Actual
Constant Reported
Currency H1 2022
H1 2022
Revenue 13.5 13.4 12.6
Gross Profit 7.4 6.9 6.5
Contribution(1) 7.1 6.7 6.3
Adjusted EBITDA(2) 0.9 0.4 0.3
Loss before tax from continuing operations (0.3) (0.9) (0.8)
Adjusted loss before tax(3) (0.3) (0.4) (0.4)
Distributions to shareholders - 7.0 7.0
1. Contribution is defined as gross profit, less marketing and
distribution costs.
2. Adjusted EBITDA is earnings from continuing operations before
interest, taxation, depreciation and amortisation, share option charges,
impairments and separately disclosed items as reported in note 1 of the
Interim Financial Statements.
3. Adjusted loss is the aggregate of Adjusted EBITDA, share
option charges, depreciation, amortisation (excluding amortisation of acquired
intangibles) and certain finance charges.
Richard McGuire, Executive Chairman of Sportech, said: "Despite delivering
improving operational results announced today, the substantial financial cost
associated with maintaining a public listing, given our current scale, and the
increasing volatility in the market valuation is adversely impacting net
returns and future prospects. Regrettably, in light of these circumstances, we
find it necessary to take the difficult but pragmatic step of proposing
delisting from the AIM market today."
For further information, please contact:
Sportech
PLC
enquiries@sportechplc.com
Richard McGuire, Executive Chairman
Clive Whiley, Senior Independent Director
Peel
Hunt
Tel: +44 (0) 20 7418 8900
(NOMAD and Corporate Broker to Sportech)
George Sellar / Andrew Clark / Lalit Bose
Group Operational Overview
Navigating Challenges and Seizing Opportunities: A Solid Performance in H1
2023
Amidst the intricacies of a predominantly physical retail business within a
heavily regulated industry, the Group's performance in H1 2023 stands as a
testament to resilience and strategic prowess. Overcoming the challenges
inherent to delivering scalable growth in such an environment, the Company
managed to deliver enhanced results in H1.
The Board has remained proactive in charting the path forward. Management
continue to address the operational cost structure of the Group and expand
operations beyond its historic major dependence on pari-mutuel wagering. In
January 2023 the Company unveiled the divestiture of certain non-core assets.
This strategic move coupled with the receipt of contingent proceeds resulting
from a prior year disposal, resulted in both streamlining future operating
costs and bolstering Group cash by a net amount of £1.5 million.
The dedication to positive initiatives, coupled with the cultivation of an
efficient operational cost base, yielded a commendable outcome. Despite a
modest yet steady revenue growth, the Group was pleased to achieve positive
Adjusted EBITDA, a testament to the Group's prudent financial management.
Looking ahead to the latter half of 2023, operational focus remains resolute.
Strengthening Company affiliations with betting partners, seizing scalable
growth opportunities, and realigning non-operational costs to harmonize with
the Group's scale stand out as pivotal objectives for the management team. We
are committed to capitalizing on our strengths, adjusting the operational cost
to manage growth prospects, and optimizing our performance within this
intricate and opportunistic landscape.
Revenue EBITDA(1)
£'000 H1 2023 H1 2022(1) H1 2023 H1 2022(2)
Continuing operations
Venues 12,651 12,442 1,923 1,612
Digital 894 912 (24) (101)
Corporate costs - - (1,030) (1,125)
Total at constant currency 13,544 13,354 869 386
Exchange rate impact - (783) - (75)
Total reported 13,544 12,571 869 311
1.Adjusted EBITDA
2. 2022 numbers are at constant currency.
Sportech Digital
Following the 2021 sale of the core lottery contract and delivery of the
contractual obligations the decision was taken to sell the remaining non-core
lottery related assets in January 2023.
Digital H1 2023 Constant Currency Reported
£'000 H1 2022 Currency
H1 2022
Service revenue 857 912 857
Contribution 354 378 355
Contribution margin 41.4% 41.5% 41.4%
Adjusted operating expenses(1) (379) (479) (462)
Adjusted EBITDA (24) (101) (107)
Intangible assets capex - 97 97
Tangible assets capex - 22 22
Total capex - 119 119
1. Adjusted operating expenses exclude
depreciation and amortisation, impairments and separately disclosed items as
reported in note 1 of the Interim Financial Statements.
Sportech Venues
Sportech Venues operates nine gaming locations/venues in the State of
Connecticut under an exclusive and in-perpetuity license for pari-mutuel
betting and under agreement with the state lottery for sports betting. This
section outlines the company's performance in key areas and highlights its
strategies for growth.
Financial Performance:
Food and Beverage (F&B) Revenue:
In H1 2023, F&B revenue increased +10%, reaching £1.85 million, (H1 2022
£1.68m) demonstrating stability, until the anticipated return to normal
office occupancy occurs.
Betting Handle:
The overall betting handle within venues increased by 2.2% to $101.8 million.
This growth was primarily driven by a $5.1 million increase in gross sports
betting handle, effectively offsetting the $2.9 million decline in
pari-mutuel.
Betting handle represents the gross wagering by the Group retail customers in
Pari-Mutuel (Tote) and Sports Betting. It is an essential Key Performance
Indicator, however is not recorded as revenue within the Group. The Revenue
recorded from pari-mutuel (pool betting) handle is the gross take out.
Essentially the 'take out' is removed from the pool, and the remaining money
returned to winning wagers. For Sports Betting the revenue contribution is
precisely the 'commission' received from our sports betting arrangement with
the Connecticut Lottery Corporation. Sports Betting handle is a core KPI,
there is no direct relationship to profitability however as its risk-based
fixed odds and the clear KPI remains the hold on the handle or simply the
gross profit (Gross Gaming Revenue) which ultimately defines the Group sports
betting commission/revenue.
Sports Betting:
Sportech offers sports betting in collaboration with the Connecticut Lottery
Corporation (CLC). The net commission generated supports the Group's
operational cost base. H1 2023 saw significant growth in retail sports betting
handle (+10.6%) and gross profit (+39.5%). This achievement is notable,
especially in the face of competition from neighbouring Massachusetts.
Risk Management:
Sportech reminds investors of the inherent risk in fixed odds sports betting
compared to traditional pool betting (pari-mutuel). During the period, the
Group managed approximately $50.1 million in retail sports betting handle,
with a Sportech risk exposure of around $12.5 million. Despite challenges and
a tough June when customers certainly enjoyed better Baseball results, the
gross profit ('hold') stood at an impressive 10.2% of handle. The American
Football season, which is the Group's busiest season, has now commenced
bringing additional opportunity and risks to the Group.
Pari-Mutuel Betting:
While pari-mutuel betting across the estate handled $51.7 million, there was a
decline of 5.3% compared to H1 2022. Physical locations remained stable, but
Telebetting and online products faced increased competition from iCasino
gaming and sports betting for the consumer discretionary betting dollar.
Strategic Outlook:
1. Contribution Margin: The contribution margin improved to 53.4% (compared
to 50.8% in H1 2022). This positive trajectory is commendable, considering the
costs associated with meeting sports betting requirements and enhancing
infrastructure.
2. Operational Footprint: Sportech operates across eight leasehold premises
and one freehold property in Connecticut, USA. The company is actively
exploring opportunities to expand its product range and enhance promotion
efforts.
Conclusion:
Sportech Venues' performance in H1 2023 demonstrates resilience and growth
potential. The company's focus on sports betting, despite its inherent risks,
has yielded support to date, offsetting the higher cost of operating a
physical retail business. As the gaming landscape in Connecticut evolves with
changes in sportsbook providers and competitive pressures, the Group remains
committed to managing relationships and optimizing its operational and
financial performance.
Venues H1 2023 Constant Reported
£'000 Currency Currency
H1 2022 H1 2022
Wagering revenue 9,786 9,997 9,412
F&B 1,852 1,682 1,584
Sports betting commission 1,012 763 718
Total revenue 12,651 12,442 11,714
Contribution 6,751 6,315 5,939
Contribution margin 53.4% 50.8% 50.7%
Adjusted operating expenses(1) (4,827) (4,703) (4,414)
Adjusted EBITDA 1,923 1,612 1,525
Total capex 120 15 15
1. Adjusted operating expenses exclude depreciation and
amortisation and separately disclosed items as reported in note 1 of the
Interim Financial Statements.
Corporate Costs
Corporate costs reduced a further £0.1 million during the period. However the
Board is acutely aware of the cost of maintaining a public company listing and
has proposed today a delisting from AIM, which would significantly reduce
corporate costs going forward if approved by shareholders and align costs as
close as possible to the reduced size of the Group.
Separately Disclosed Items
The Group incurred costs of £0.1 million (H1 2022: £0.5 million) during the
period, which are shown as separately disclosed items. H1 2023 items are
associated with corporate activity, as the Group continues to assess and
explore its strategic options.
Net Finance Costs
The Group has no debt. The Group had a net finance expense in continuing
operations of £(0.2) million (H1 2022: £0.1 million), this was primarily the
interest payable on lease liabilities.
Taxation
Taxation is provided based on management's best estimate of the expected
weighted average annual taxation rate for the full year. The estimated
weighted average annual tax rate for the year ended 31 December 2023 is (10)%
(2022: (8.5%)). The movement is a result of a change in mix of
profits/(losses) in jurisdictions with varying tax rates, the non-recognition
of deferred tax on losses in the UK due to uncertainty of non-recovery as well
as the utilization of previously unprovided tax assets in the US.
The Group has submitted an appeal to HMRC to contest the treatment of £4.6
million of taxation potentially due on the 2016 Spot the Ball refund. This
amount was paid to HMRC, however in the event the Company is unsuccessful in
its appeal there remains a potential c £0.7 million interest due. There is
nothing held on the balance sheet in respect of the tax itself, the interest
is accrued and if payable will be a cash outflow.
Net Cash
The Group held cash balances of £7.8 million, excluding customer balances (31
December 2022: £7.4 million) as of 30(th) June 2023. Post the period end the
Group has repurchased c.£0.5 million of shares as part of the share
restructuring and returned £3.5 million to shareholders in August 2023 via a
capital return distribution. The updated cash balance at the end of August
2023 was c £3.6 million
Capital Expenditure
Capital expenditure ("Capex"), was controlled again in the period and amounted
to £0.1 million (H1 2022: £0.1 million), whilst management anticipate higher
Capex in H2 2023 due to upgrading security recording equipment and general
heating and ventilation system improvements.
Shareholders' Funds
Shareholders' funds decreased by £0.8 million from 31 December 2022 to £13.2
million (31 December 2021: £14.0 million). The loss made in the period of
£0.3 million is coupled with a reduction in reserves due to foreign exchange
loss on translation of net assets denominated in Sterling over the period.
Going Concern
After making reasonable enquiries and forecasting the Group's cash flows with
reasonable downside assumptions applied, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the interim condensed consolidated financial
statements.
Interim consolidated income statement
For the six months ended 30 June 2023
Six months ended
30 June
Six months ended
2022 Year
30 June
(Unaudited)
2023 ended
(Unaudited)
31 December 2022
(Audited)
Note £000 £000 £000
Revenue 13,544 12,571 26,004
Cost of sales 6 (6,183) (6,043) (11,847)
Gross profit 7,361 6,528 14,157
Marketing and distribution costs 6 (256) (234) (386)
Contribution 7,105 6,294 13,771
Other income - 155 (14,803)
Operating costs 6 (7,231) (7,390) 120
Operating loss (126) (941) (912)
Finance costs 8 (178) (93) (254)
Finance income 8 - 232 232
Loss before taxation from continuing operations (304) (802) (934)
Taxation - continuing operations (30) (29) (79)
Loss for the period from continuing operations (334) (831) (1,013)
Profit after taxation from discontinued operations - - 1,183
(Loss)/ profit for the period (334) (831) 170
Attributable to:
Owners of the Company (334) (831) 170
Basic (loss)/profit per share attributable to owners of the Company
Total 10 (0.3)p (0.8)p 0.2p
Diluted (loss)/profit per share attributable to owners of the Company
Total 10 (0.3)p (0.8)p 0.2p
Adjusted loss per share attributable to owners of the Company
Basic 10 (0.2)p (0.4)p 0.2p
Diluted 10 (0.2)p (0.4)p 0.2p
See note 4 for a reconciliation of the above interim consolidated income
statement to the adjusted performance measures used by the Board of Directors
to assess divisional performance.
Interim consolidated statement of comprehensive income
For the six months ended 30 June 2023
Year ended
Six months ended Six months ended 31 December 2022
30 June
30 June
(Audited)
2023
2022
(Unaudited)
(Unaudited)
£000 £000 £000
(Loss)/profit for the period (334) (831) 170
Other comprehensive expense:
Items that will not be reclassified to profit and loss
Actuarial gain on retirement benefit liability - - -
(334) (831) 170
Items that may be subsequently reclassified to profit and loss
Currency translation differences - continuing operations (529) 983 1,047
Total other comprehensive income/(expense) for the period, net of tax (529) 983 1,047
Total comprehensive income for the period (863) 152 1,217
Attributable to:
Owners of the Company (863) 152 1,217
Other reserves
Ordinary shares Other reserve Retained earnings Total
Capital Foreign exchange reserve
redemption reserve
Six months ended 30 June 2023 £000 £000 £000 £000 £000 £000
At 1 January 2023 (audited) 1,000 888 314 3,372 8,465 14,039
Comprehensive income/(expense)
Loss for the period - - - - (334) (334)
Other comprehensive items
Currency translation differences - - - (529) - (529)
Total other comprehensive items - - - (529) - (529)
Total comprehensive items - - - (529) (334) (863)
Transactions with owners
Dividend paid - - - - - -
Total changes in equity - - - (526) (334) (863)
At 30 June 2023 (unaudited) 1,000 888 314 2,823 8,151 13,176
Interim consolidated statement of changes in equity
For the six months ended 30 June 2023
Other reserves
Ordinary shares Other reserve Retained earnings/ accumulated losses Total
Capital Foreign exchange reserve
redemption reserve
Six months ended 30 June 2022 £000 £000 £000 £000 £000 £000
At 1 January 2022 (audited) 1,000 888 314 2,325 15,295 19,822
Comprehensive expense
Loss for the period - - - - (831) (831)
Other comprehensive items
Currency translation differences - - - 983 - 983
Total other comprehensive items - - - 983 - 983
Total comprehensive items - - - 983 (831) 152
Transactions with owners
Dividend paid - - - - (7,000) (7,000)
Total transactions with owners - - - - (7,000) (7,000)
Total changes in equity - - - 983 (7,831) (6,848)
At 30 June 2022 (unaudited) 1,000 888 314 3,308 7,464 12,974
* Net of deferred tax.
Other reserves
Ordinary shares Other reserve Retained earnings/ accumulated losses Total
Capital Foreign exchange reserve
redemption reserve
Year ended 31 December 2022 £000 £000 £000 £000 £000 £000
At 1 January 2022 (audited) 1,000 888 314 2,325 15,295 19,822
Comprehensive expense
Loss for the period - - - - 170 170
Other comprehensive items
Currency translation differences - - - 1,047 - 1,047
Total other comprehensive items - - - 1,047 - 1,047
Total comprehensive items - - - 1,047 170 1,047
Transactions with owners
Dividend paid - - - - (7,000) (7,000)
Total transactions with owners - - - - (7,000) (7,000)
Total changes in equity - - - 1,047 (6,830) (5,783)
At 31 December 2022 (audited) 1,000 888 314 3,372 8,465 14,039
* Net of deferred tax
Interim consolidated balance sheet
As at 30 June 2023
As at As at As at
30 June 30 June 31 December
2023 (Unaudited)
2022
2022
(Unaudited)
(Audited)
Note £000 £000 £000
ASSETS
Non-current assets
Goodwill - 604 87
Intangible fixed assets 11 6,166 6,939 6,939
Property, plant and equipment 12 4,165 4,409 4,522
Right-of-use assets 13 4,315 4,813 5,042
Trade and other receivables 14 167 176 177
Deferred tax asset 15 - 15
Total non-current assets 14,829 16,941 16,782
Current assets
Trade and other receivables 14 1,685 1,393 1,978
Inventories 146 140 146
Current tax receivable 2 54 228
Contingent consideration (gross receivable) - - 1,229
Cash and cash equivalents 15 8,240 8,588 7,811
Total current assets 10,073 10,175 11,392
TOTAL ASSETS 24,902 27,116 28,174
LIABILITIES
Current liabilities
Trade and other payables 16 (5,243) (6,959) (6,564)
Provisions 17 - (17) -
Lease liabilities 19 (927) (678) (1,155)
Current tax liabilities 43 - -
Deferred tax liabilities - - -
Total current liabilities (6,127) (7,654) (7,935)
Net current assets 3.946 2,521 3,457
Non-current liabilities
Lease liabilities 19 (5,620) (6,477) (6,200)
Deferred tax liabilities 21 (11) -
(5,559) (6,488) (6.200)
TOTAL LIABILITIES (11,276) (14,142) (14,135)
NET ASSETS 13,176 12,974 14,039
EQUITY
Ordinary shares 1,000 1,000 1,000
Other reserves 4,022 4,510 4,574
Retained earnings 8,154 7,464 8,465
TOTAL EQUITY 13,176 12,974 14,039
Interim consolidated statement of cash flows
For the six months ended 30 June 2023
Six months Six months ended Year
30 June
ended
2022 ended
30 June
(Unaudited)
2023 31 December 2022
(Unaudited)
(Audited)
Note £000 £000 £000
From operating activities
Cash (used in)/generated from operations, before separately disclosed items 18 (141) (544) 119
Interest received - - -
Interest paid - - -
Tax refund received 150 - -
Tax paid (43) (4,843) (5,083)
Net cash generated from/(used in) operating activities before separately (34) (5,387) (4,964)
disclosed items
Cash inflows - other income - 100 -
Cash outflows - separately disclosed items 7 (99) (1,219) (1,457)
Cash used in operations (133) (6,506) (6,421)
From investing activities
Disposal of LEIDSA contract (net of cash disposed of and transactions costs) - 26 -
Contingent consideration in relation to sale of Bump 50:50 1,012 - -
Proceeds from sale of other intangible assets 500 - -
Investment in intangible fixed assets 11 - (97) (196)
Purchase of property, plant and equipment 12 (120) (38) (147)
Cash generated from/(used in) investing activities 1,392 (109) (343)
From financing activities
Principal paid on lease liabilities 19 (579) (622) (1,127)
Interest paid on lease liabilities 19 (162) (69) (230)
Dividend paid - (7,000) (7,000)
Cash used in financing activities (741) (7,691) (8,357)
Net increase/ (decrease) in cash and cash equivalents 519 (14,306) (15,121)
Effect of foreign exchange on cash and cash equivalents (90) 527 565
Cash and Cash equivalents at beginning of year 7,811 22,367 22,367
Group cash and cash equivalents at the end of the period 15 8,240 8,588 7,811
Represented by:
Cash and cash equivalents 15 8,240 8,588 7,811
Less customer funds 15 (448) (450) (391)
Group cash and cash equivalents at the end of the period 15 7,792 8,138 7,420
Notes to the consolidated interim financial statements
For the six months ended 30 June 2023
1. General information
Sportech PLC (the "Company") is a company domiciled in the UK and listed on
the London Stock Exchange's Alternative Investment Market ("AIM"). The
Company's registered office is Collins House, Rutland Square, Edinburgh,
Midlothian, Scotland EH1 2AA. The condensed consolidated interim financial
statements of the Company as at and for the period ended 30 June 2023 comprise
the Company, its subsidiaries, joint ventures and associates (together
referred to as the "Group"). The Company's accounting interim reference date
is 30 June 2023. The principal activities of the Group were the provision of
pari-mutuel betting (B2C), the Group now operates nine retail venues and
MyWinners.com offering pari-mutuel betting (and also betting through an
arrangement with the Connecticut Lottery Corporation) as well as a pari-mutuel
betting site, 123Bet.com.
The condensed consolidated interim financial statements were approved for
issue on 9(th) September 2023.
This condensed consolidated interim financial information does not comprise
statutory accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 December 2022 were approved by
the Board of Directors on 17 April 2023 and delivered to the Registrar of
Companies. The Report of the Auditors on those accounts was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under Section 498 of the Companies Act 2006.
2. Basis of preparation
a. These condensed consolidated interim financial statements have
been prepared in accordance with IAS 34 'Interim Financial Reporting' and also
in accordance with the measurement and recognition principles of UK adopted
international accounting standards. They do not include all the information
and disclosures required in the annual financial statements and should be read
in conjunction with the Group's annual financial statements for the year ended
31 December 2022 which have been prepared in accordance with UK adopted
international accounting standards.
b. After making reasonable enquiries and forecasting the Group's
cash flows with reasonable downside assumptions applied, the Directors have a
reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future. Accordingly,
they continue to adopt the going concern basis in preparing the condensed
consolidated interim financial statements. The forecasts used in the analysis
of the Group's ability to continue in operational existence for the
foreseeable future include both the base plan and downside scenarios which
although Sportech has no connections with Russia or Ukraine through its
operations (no employees located there nor any customers or suppliers in the
region), include assumptions taking into account macro-economic potential
indirect impacts of the events unfolding including impacts of prices rising
globally.
c. The preparation of condensed consolidated interim 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 these condensed consolidated interim financial
statements, significant judgements have been made by management with respect
to the assumptions underpinning the Group's tax liabilities, the valuation of
contingent consideration receivable and the carrying value of intangible fixed
assets.
d. The principal risks and uncertainties for the Group remain the
same as those detailed on pages 15 to 18 of the 2022 Sportech PLC Annual
Report and Accounts, where descriptions of mitigating activities carried out
by the Group are also outlined. Those risks are regulation, product
popularity, third party technology, foreign exchange, political
marginalisation in Connecticut and global pandemics.
3. Accounting policies
There are no new standards or amendments to standards or interpretations that
are mandatory for the first time for the financial year beginning 1 January
2023 that would impact the Group financial statements. Therefore, all
accounting policies applied in these condensed consolidated interim financial
statements are consistent with those of the annual financial statements for
the year ended 31 December 2022, as described in those annual financial
statements.
The standards, amendments and interpretations that are not yet effective and
have not been adopted early by the Group are listed in the 2022 Annual Report
and accounts.
4. Adjusted performance measures
The Board of Directors assesses the performance of the operating segments
based on a measure of Adjusted EBITDA which excludes the effects of
expenditure that management believes should be added back (separately
disclosed items) and other income. The share option expense is also excluded
given it is not directly linked to operating performance of the divisions.
Interest is not allocated to segments as the Group's cash position is
controlled by the central finance team. This measure provides the most
reliable indicator of underlying performance of each of the trading divisions
as it is the closest approximation to cash generated by underlying trade,
excluding the impact of separately disclosed items and working capital
movements.
Adjusted EBITDA is not an IFRS measure, nevertheless although it may not be
comparable to adjusted figures used elsewhere, it is widely used by both the
analyst community to compare with other gaming companies and by management to
assess underlying performance.
A reconciliation of the adjusted operating expenses used for statutory
reporting and the adjusted performance measures is shown below:
Six months ended Six months ended Year
30 June
30 June
Note
2023
2022 ended
(Unaudited)
(Unaudited)
31 December 2022
(Audited)
£000 £000 £000
Operating costs per income statement (7,231) (7,390) (14,803)
Add back:
Depreciation 12,13 862 537 1,216
Amortisation, excluding acquired intangible assets 11 48 132 252
Amortisation of acquired intangible assets 11 - 29 29
Impairment of goodwill 88 - 517
Reversal of impairment of property, plant and equipment 12 - - (190)
Loss on disposal of property, plant and equipment 12 (103) 131 150
Separately disclosed items 7 99 578 657
Total adjusted net operating costs (6,236) (5,983) (12,172)
Adjusted EBITDA is calculated as follows:
Six months ended Six months ended Year
30 June
30 June
2023
2022 ended
(Unaudited)
(Unaudited)
31 December 2022
(Audited)
£000 £000 £000
Revenue 13,544 12,571 26,004
Cost of sales (6,183) (6,043) (11,847)
Gross profit 7,361 6,528 14,157
Marketing and distribution costs (256) (234) (386)
Contribution 7,105 6,294 13,771
Adjusted net operating costs (6,236) (5,983) (12,172)
Adjusted EBITDA 869 311 1,599
Prior year comparatives for the period ended 30 June 2023 have been adjusted
for discontinued operations related to the LEIDSA contract (prior full year
comparatives were adjusted in the 2022 financial statements to exclude results
of the Global Tote, Bump 50:50 business and LEIDSA).
Adjusted profit is also an adjusted performance measure used by the Group.
This uses adjusted EBITDA, as defined above as management's view of the
closest proxy to cash generation for underlying divisional performance, and
deducting share option charges, depreciation, amortisation of intangible
assets (other than those which arise in the acquisition of businesses) and
certain finance charges. This provides an adjusted profit before tax measure,
which is then taxed by applying an estimated adjusted tax measure. The
adjusted tax charge excludes the tax impact of income statement items not
included in adjusted profit before tax.
Six months ended Six months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(Unaudited) (Unaudited) (Audited)
From continuing operations: £000 £000 £000
Adjusted EBITDA 869 311 1,599
Depreciation (862) (537) (1,216)
Amortisation (excluding amortisation of acquired intangibles) (48) (132) (252)
Net finance costs (excluding certain finance costs - note 8) (162) (69) (230)
Adjusted loss before tax (203) (427) (99)
Taxation (30) 26 (79)
Adjusted loss after tax (233) (401) (178)
Six months ended Six months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(Unaudited) (Unaudited) (Audited)
From discontinued operations: £000 £000 £000
Adjusted EBITDA - 5,590 1,183
Depreciation - (100) -
Amortisation (excluding amortisation of acquired intangibles) - (75) -
Net finance costs (excluding certain finance costs - note 8) - (24) -
Adjusted profit before tax - 5,391 1,183
Taxation - (1,234) -
Adjusted profit after tax - 4,157 1,183
5. Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors, which makes strategic and operational decisions.
The Group has identified its operating segments as outlined below:
- Sportech Venues - off-track betting venue management; and
- Sportech Digital - a pari-mutuel betting website and provision of
lottery software and services;
- Corporate costs - central costs relating to the overall management
of the Group and listing costs
The Board of Directors assesses the performance of the operating segments
based on a measure of adjusted EBITDA as defined in note 4. The share option
expense is also excluded. Interest is not allocated to segments as the Group's
cash position is controlled by the central finance team. Sales between
segments are at arm's length.
Six months ended 30 June 2023 (Unaudited)
Group
Sportech Digital Sportech Corporate costs
Venues
£000 £000 £000 £000
Revenue from rendering of services 894 9,786 - 10,680
Revenue from food and beverage sales - 1,852 - 1,852
Revenue from sports betting services - 1,012 - 1,012
Total revenue 894 12,651 - 13,544
Cost of sales (486) (5,697) - (6,183)
Gross profit 407 6,954 - 7,361
Marketing and distribution costs (53) (203) - (256)
Contribution 354 6,751 - 7,105
Adjusted operating costs (379) (4,787) (1,071) (6,236)
Adjusted EBITDA (24) 1,964 (1,071) 869
Depreciation - (862) - (862)
Amortisation (excluding amortisation of acquired intangibles) (15) - (33) (48)
Segment result (39) 1,102 (1,105) (42)
Loss on disposal of Property, plant and equipment 103 - - 103
Amortisation of goodwill (88) - - (88)
Separately disclosed items - (10) (89) (99)
Operating (loss)/profit (24) 1,093 (1,194) (126)
Net finance income (178)
Loss before taxation from continuing operations (304)
Taxation - continuing operations (30)
Loss for the period (334)
Other segment items - capital expenditure
Property, plant and equipment - 120 - 120
Six months ended 30 June 2022 (Unaudited)
Group
Sportech Digital Sportech Corporate costs
Venues
£000 £000 £000 £000
Revenue from rendering of services 857 9,412 - 10,269
Revenue from food and beverage sales - 1,584 - 1,584
Revenue from sports betting services - 718 - 718
Total revenue 857 11,714 - 12,571
Cost of sales (452) (5,591) - (6,043)
Gross profit 405 6,123 - 6,528
Marketing and distribution costs (50) (184) - (234)
Contribution 355 5,939 - 6,294
Adjusted operating costs (462) (4,414) (1,107) (5,983)
Adjusted EBITDA (107) 1,525 (1,107) 311
Depreciation (6) (518) (13) (537)
Amortisation (excluding amortisation of acquired intangibles) (69) (1) (62) (132)
Segment result (182) 1,006 (1,182) (358)
Amortisation of acquired intangibles (29) - - (29)
Loss on disposal of Property, plant and equipment - (131) - (131)
Separately disclosed items - (307) (271) (578)
Other income - 155 - 155
Operating (loss)/profit (211) 723 (1,453) (941)
Net finance income 139
Loss before taxation from continuing operations (802)
Taxation - continuing operations (29)
Loss for the period (831)
Other segment items - capital expenditure
Intangible fixed assets 97 - - 97
Property, plant and equipment 22 15 1 38
Year ended 31 December 2022 (Audited)
Sportech Sportech Corporate costs Group
Digital Venues
£000 £000 £000 £000
Revenue from rendering of services - 1,974 - 1,974
Revenue from food and beverage sales - 3,443 - 3,443
Revenue from sports betting services 1,471 19,116 - 20,587
Total revenue 1,471 24,533 - 26,004
Cost of sales (944) (10,903) - (11,847)
Gross profit 527 13,630 - 14,157
Marketing and distribution costs 4 (390) - (386)
Contribution 531 13,240 - 13,771
Adjusted net operating costs (note 1) (838) (9,194) (2,140) (12,172)
Adjusted EBITDA (307) 4,046 (2,140) 1,599
Depreciation (10) (1,192) (14) (1,216)
Amortisation (excluding amortisation of acquired intangible assets) (162) - (90) (252)
Segment result before amortisation of acquired intangibles (479) 2,854 (2,244) 131
Amortisation of acquired intangibles (29) - - (29)
Reversal of impairment of property, plant and equipment - 190 - 190
Loss on sale of property, plant and equipment - (133) (17) (150)
Impairment of goodwill (517) - - (517)
Separately disclosed items - (307) (350) (657)
Other income - 120 - 120
Operating (loss)/profit (1,025) 2,724 (2,611) (912)
Net finance costs (22)
Loss before taxation from continuing operations (934)
Taxation (79)
Loss for the year from continuing operations (1,013)
Profit after tax from discontinued operations 1,183
Profit for the year 170
Other segment items - capital expenditure
Intangible fixed assets (continuing operations) 951 27,055 168 28,174
Intangible fixed assets (discontinued operations) (50) (12,831) (1,254) (14,135)
Property, plant and equipment (continuing operations) 196 - - 196
Property, plant and equipment (discontinued operations) 5 142 - 147
6. Expenses by nature
Six months ended Six months ended Year
30 June
30 June
ended
2023
2022
(Unaudited)
(Unaudited) 31 December 2022
(Audited)
£000 £000 £000
Cost of sales
Tote and track fees 5,248 5,266 10,208
F&B consumables 586 536 1,144
Betting and gaming duties 48 54 125
Repairs and maintenance cost of sales 6 15 28
Programs 121 127 256
Cost of sales 174 45 86
Total cost of sales 6,183 6,043 11,847
Marketing and distribution costs
Marketing 250 224 368
Vehicle costs 6 10 18
Total marketing and distribution costs 256 234 386
Operating costs
Staff costs - gross, excluding share option charges 3,210 3,161 6,323
Less amounts capitalised - (89) (171)
Staff costs - net 3,210 3,072 6,152
Property costs 1,420 1,201 2,688
IT & communications 240 301 628
Professional fees and licences 860 765 1,524
Insurance 451 500 913
Travel and entertaining 32 41 94
Banking transaction costs and FX 38 48 107
Other costs (15) 55 66
Adjusted operating costs 6,236 5,983 12,172
Depreciation 862 537 1,216
Amortisation, excluding amortisation of acquired intangibles 48 132 252
Amortisation of acquired intangibles - 29 29
Impairment of goodwill 88 - 517
Loss on disposal of property, plant and equipment - 131 150
Reversal of impairment of property, plant and equipment (103) - (190)
Separately disclosed items 99 578 657
Total operating costs 7,231 7,390 14,803
7. Separately disclosed items
Six months ended Six months ended Year
30 June
30 June
ended
2023
2022
(Unaudited)
(Unaudited) 31 December 2022
(Audited)
Note £000 £000 £000
Continuing operations
Included in operating costs:
Onerous contract provisions and other losses resulting from
exit from California operations 17 - (69) (120)
Redundancy and restructuring costs - 330 414
Corporate activity 86 8 57
Settlement of a contract - 304 304
Costs in relation to exiting the Group's interests in India 13 5 2
Total included in operating costs 99 578 657
Included in finance costs:
Interest accrued on corporate tax potentially due and unpaid at the balance 8 - 24 24
sheet date on STB refund received in 2016
Total Separately disclosed items 99 602 681
Below is a summary of cash outflows from separately disclosed items:
Six months ended Six months ended Year
30 June
30 June
ended
2023
2022
(Unaudited)
(Unaudited) 31 December 2022
(Audited)
£000 £000 £000
Cash outflows from separately disclosed items:
Redundancy and restructuring costs - (242) (414)
Costs in relation to corporate activity (86) (8) (49)
Costs in relation to the Group's onerous leases in California - (660) (688)
Costs in relation to exiting the Group's interests in India (13) (5) (2)
Settlement of a contract - (304) (304)
Cash outflows from separately disclosed items (all Continuing operations) (99) (1,219) (1,457)
-
8. Net finance costs
Six months ended
30 June
2023 Six months ended Year
(Unaudited)
30 June
ended 31 December 2022
2022
(Audited)
(Unaudited)
Note £000 £000 £000
Continuing operations:
Finance costs:
Interest accrued and paid on tax liabilities - (24) (24)
Interest on lease liabilities 19 (162) (69) (230)
Total finance costs (162) (93) (254)
Finance income:
Foreign exchange gain on financial assets and liabilities denominated in (16) 232 232
foreign currency
Total finance income (16) 232 232
Net finance income (178) 139 (22)
Of the above amounts the following have been excluded for the purposes of
deriving the alternative performance measures in note 4.
Six months ended Six months ended Year
30 June
30 June
ended 31 December 2022
2023
2022
(Audited)
(Unaudited)
(Unaudited)
Continuing operations £000 £000 £000
Foreign exchange gain on financial assets and liabilities denominated in (16) 232 232
foreign currency
Interest accrued and paid on tax liabilities - (24) (24)
(16) 208 208
9. Taxation
Taxation is provided based on management's best estimate of the expected
weighted average annual taxation rate for the full year. The estimated
weighted average annual tax rate for the year ended 31 December 2023 is (10)%
(2022: (8.5%)). The movement is a result of a change in mix of
profits/(losses) in jurisdictions with varying tax rates, the non-recognition
of deferred tax on losses in the UK due to uncertainty of non-recovery as well
as the utilization of previously unprovided tax assets in the US.
The Group has submitted an appeal to HMRC to contest the treatment of £4.6
million of taxation potentially due on the 2016 Spot the Ball refund. This
amount was paid to HMRC, however in the event the Company is unsuccessful in
its appeal there remains a potential c £0.7 million interest due. There is
nothing held on the balance sheet in respect of the tax itself, the interest
is accrued and if payable will be a cash outflow.
10. Earnings per share
2023 2022
Six months ended 30 June (Unaudited) Continuing Discontinued Total Continuing Discontinued Total
Basic EPS
(Loss)/profit for the period (£000) (334) - (334) (831) - (831)
Weighted average no of shares ('000) 100,000 100,000 100,000 100,000 100,000 100,000
Basic EPS (0.3)p - (0.3)p (0.8)p - (0.8)p
2022
Year ended 31 December 2022 (Audited) Continuing Discontinued Total
Basic EPS
(Loss)/profit attributable to owners of the Company (£000) (1,014) 1,183 169
Weighted average no of shares ('000) 100,000 100,000 100,000
Basic EPS (1.0)p 1.2p 0.2p
2023 2022 ()
Six months ended 30 June (Unaudited) Continuing Discontinued Total Continuing Discontinued Total
Diluted EPS
(Loss)/profit for the period (£000) (334) - (334) (831) - (831)
Weighted average no of shares ('000) 100,000 100,000 100,000 100,000 100,000 100,000
Dilutive potential ordinary shares ('000) N/A N/A N/A N/A N/A N/A
Total potential ordinary shares ('000) 100,000 100,000 100,000 100,000 100,000 100,000
Diluted EPS (0.3)p - (0.3)p (0.8)p - (0.8)p
2022
Year ended 31 December 2022 (Audited) Continuing Discontinued Total
Diluted EPS
(Loss)/profit for the year (£000) (1,014) 1,183 169
Weighted average no of shares ('000) 100,000 100,000 100,000
Dilutive potential ordinary shares ('000) N/A N/A N/A
Total potential ordinary shares ('000) 100,000 100,000 100,000
Diluted EPS (1.0)p 1.2p 0.2p
Adjusted EPS
Adjusted EPS is calculated by dividing the adjusted profit after tax
attributable to owners of the Company, as defined in note 4, by the weighted
average number of ordinary shares in issue during the year.
Continuing operations Six months ended
30 June
2023 Six months ended Year ended
(Unaudited)
30 June
31 December
2022
(Unaudited) 2022
(Audited)
Note
Adjusted loss after tax (£000) 4 (233) (401) (143)
Basic Adjusted EPS (pence) (0.2)p (0.4)p (0.1)p
Diluted Adjusted EPS (pence) (0.2)p (0.4)p (0.1)p
11. Intangible fixed assets
Six months ended Six months ended Year
30 June
30 June
ended 31 December 2022
2023
2022
(Audited)
(Unaudited)
(Unaudited)
£000 £000 £000
At 1 January 6,943 6,357 6,357
Additions - 97 196
Amortisation charge for period (48) (161) (281)
Disposal (393) - (5)
Movement as a result of foreign exchange (335) 646 671
Net book amount at end of period 6,166 6,939 6,939
12. Property, plant and equipment
Six months ended Six months ended Year
30 June
30 June
ended 31 December 2022
2023
2022
(Audited)
(Unaudited)
(Unaudited)
£000 £000 £000
At 1 January 4,521 4,261 4,261
Additions 120 38 147
Disposal (4) - -
Depreciation charge for period (239) (215) (433)
Loss on disposal - (131) (133)
Reversal of impairment - - 190
Movement as a result of foreign exchange (233) 456 490
Net book amount at end of period 4,165 4,409 4,522
13. Right-of-use assets
Six months ended Six months ended Year
30 June
30 June
ended 31 December 2022
2023
2022
(Audited)
(Unaudited)
(Unaudited)
Note £000 £000 £000
At 1 January 5,041 4,657 4,657
Additions 134 - 652
Depreciation charge for period (623) (322) (782)
Disposed of - exited lease early - (17) (17)
Movement as a result of foreign exchange (237) 495 533
Net book amount at end of period 4,315 4,813 5,042
14. Trade and other receivables
As at As at As at 31 December 2022
30 June
30 June
(Audited)
2023
2022
(Unaudited)
(Unaudited)
£000 £000 £000
Non-current
Trade and other receivables 167 176 177
Current
Trade and other receivables 1,685 1,393 1,978
Total trade and other receivables 1,852 1,569 2,155
15. Cash and cash equivalents
As at As at As at 31 December 2022
30 June
30 June
(Audited)
2023
2022
(Unaudited)
(Unaudited)
Note £000 £000 £000
Cash and short-term deposits 7,792 8,138 7,421
Customer funds 16 448 450 391
Total cash and cash equivalents 8,240 8,588 7,811
Customer funds are matched by liabilities of an equal value within trade and
other payables (see note 16).
16. Trade and other payables
As at As at As at 31 December 2022
30 June
30 June
(Audited)
2023
2022
(Unaudited)
(Unaudited)
Note £000 £000 £000
Trade payables 3,203 3,769 4,588
Other taxes and social security costs 187 307 148
Accruals and other payables 956 2,433 1,437
Player liability 15 448 450 391
Total trade and other payables 4,795 6,959 6,564
17. Provisions
Six months ended Six months ended Year
30 June
30 June
ended 31 December 2022
2023
2022
(Audited)
(Unaudited)
(Unaudited)
£000 £000 £000
At beginning of period - 736 736
Utilised during the period - (660) (677)
Released to the income statement - (69) (69)
Currency movements - 10 11
Total provisions - 17 -
Provisions are in relation to:
Current provisions - - -
Onerous contracts - 17 -
18. Cash flow from operating activities before separately disclosed items
Reconciliation of (loss)/profit before taxation to cash flows from operating
activities before separately disclosed items:
Six months ended Six months ended Year
30 June
30 June
ended 31 December 2022
2023
2022
(Audited)
(Unaudited)
(Unaudited)
Note £000 £000 £000
Total (loss)/profit before tax (304) (802) 249
Adjustments for:
Net Separately disclosed items (included in operating costs) 7 99 578 657
Other income (excluding profit on disposal of Sports Haven) - - (120)
Depreciation and amortisation 11,12,13 910 698 1,497
(Profit)/loss on disposal of property, plant and equipment 12 (103) 131 150
Impairment/ (reversal of impairment) of assets 12,13 88 - 327
Net finance charges 8 162 (139) 22
Changes in working capital:
Increase in trade and other receivables 205 (180) (1,476)
Increase in inventories (8) (16) (22)
Decrease in trade and other payables, excluding player liabilities (1,274) (809) (1,101)
Increase/(decrease in player liabilities 15 83 (5) (64)
Cash (used in)/generated from operating activities, before separately (141) (544) 119
disclosed items
19. Lease liabilities
As at As at As at
30 June 30 June 31 December
2023
2022
2022
(Unaudited)
(Unaudited)
(Audited)
Maturity analysis - contractual undiscounted cashflows £000 £000 £000
Less than one year 1,168 810 1,211
Between 2 and 5 years 2,660 3,000 2,615
More than 5 years 4,201 5,093 4,824
Total 8,030 8,903 8,650
The weighted average incremental borrowing rate applied to the lease
liabilities was 4.16%, lowest rate being 4.00% and the highest being 5.75%.
As at As at As at
30 June 30 June 31 December
2023
2022
2022
(Unaudited)
(Unaudited)
(Audited)
Lease liabilities included in the balance sheet £000 £000 £000
Current 927 678 923
Non-current 5,620 6,477 6,091
Total 6,547 7,155 7,014
Six months ended Six months ended Year ended
30 June 30 June 31 December
2023
2022
2022
(Unaudited)
(Unaudited)
(Audited)
Movement in lease liability during the period Note £000 £000 £000
At 1 January 7,355 7,014 7,014
Interest charged to the income statement 8 162 69 230
New leases entered into 13 134 - 652
Lease rentals paid (741) (691) (1,357)
Disposed of on settlement of lease dispute - - -
Disposal - early exit of lease - (23) -
Movement as a result of foreign exchange (363) 786 816
At period end 6,547 7,155 7,355
20. Related party transactions
The extent of transactions with related parties of the Group and the nature of
the relationship with them are summarised below.
a. Key management compensation is disclosed below:
Six months ended Six months ended Year
30 June
30 June
ended 31 December 2022
2023
2022
(Audited)
(Unaudited)
(Unaudited)
£000 £000 £000
Short-term employee benefits 110 294 365
Pay in lieu of notice - 245 266
Post-employment benefits - 11 -
Total 110 550 631
21. Contingencies
Contingent items
Tax
The Group's activities in recent periods have resulted in material tax
liabilities crystallising. The ultimate tax liability due, in all instances,
is subject to a degree of management judgement. The judgements which are made
are done so in good faith, with the aim of always paying the correct amount of
tax at the appropriate time. Management work diligently with the Group's
external financial advisors in quantifying the anticipated accurate and fair
tax liability which arises from material one-off events such as the Spot the
Ball legal case and the disposal of the Football Pools. Management has an
open, transparent and constructive relationship with tax regulators, and
engage positively when discussing any difference in legal interpretation
between that of the Group and the regulators.
Penalties could potentially be imposed on the Group's corporation tax filing
position for the STB VAT refund, however Management consider this possibility
to be remote and therefore are not disclosing a contingent liability in
relation to this item. The Group has paid on account £4.6m into its corporate
tax account in order to cease the accruing of interest, which would be payable
if the Group were to accept a restatement of the Sportech Pool's Limited 2016
tax return to tax £23.0m of the STB VAT refund as income not capital.
Management believes that the filing position taken was the correct one. Post
the period end, the Group appealed a 'closure notice' and lodged an appeal
with HMRC.
Other contingent items are summarised as follows:
M&A activity
Both the 2017 sale of the Football Pools division, the 2018 sale of the
Group's Venues business in The Netherlands, the 2021 sale of the Bump 50:50
and the 2021 sale of the Global Tote business have customary seller tax
warranties under the terms of the Sale and Purchase Agreements. The
possibility of material claims being made under the seller tax warranties in
any of the deals is considered by management to be remote. In addition, the
sale of Sportech Lotteries, LLC on 31 December 2021 has customary seller
warranties under the terms of the Sale and Purchase Agreements. Those
warranties have been provided in good faith by management in light of the
probability of certain events occurring. The possibility of material claims
being made under the seller warranties in the deal is considered by management
to be remote.
Legal
The Group has been engaged in certain disputes in the ordinary course of
business which could have potentially led to outflows greater than those
provided for on the balance sheet. Management was of the view that the risk of
those outflows arising was not probable and accordingly they were considered
contingent items.
22. Statement on Rounding
The financial information presented in this report has been rounded to either
whole numbers or the nearest decimal place. Rounding is employed for the
purpose of simplifying complex numerical data and enhancing readability, while
ensuring consistency and adherence to generally accepted accounting
principles.
We believe that the rounded figures accurately represent the financial
position and performance the Group and subsidiaries in accordance with
applicable accounting standards. Materiality considerations have been taken
into account, and rounding has not been used to obscure any significant
financial information. It is important to note that the use of rounded figures
may result in minor discrepancies when summing subtotals or totals.
For a complete understanding of the financial data presented herein, including
the exact unrounded figures, interested parties are encouraged to refer to the
underlying financial records and detailed notes to the financial statements.
Sportech is committed to maintaining transparency and compliance with relevant
accounting standards, and we are available to provide additional information
or clarification upon request.
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