Audited Annual Report 2023,Notice of Results & AGM
18/03/2024 07:00
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RNS Number : 1451H Team Internet Group PLC 18 March 2024
18 March 2024
TEAM INTERNET GROUP PLC
("Team Internet" or "the Company" or "the Group")
Audited Annual Report 2023
Notice of Q1 2024 Results
Notice of Annual General Meeting
and
Dividend Timetable
A record year for revenue, adjusted EBITDA and profit after tax
Team Internet Group Plc (AIM: TIG), the global internet company that generates
recurring revenue from creating meaningful and successful connections:
business to domains, brands to consumers, publishers to advertisers, is
pleased to announce its audited annual report for the financial year 2023 is
now available on the Group's website at the following link:
https://teaminternet.com/annual-interim-reports/
(https://teaminternet.com/annual-interim-reports/) . The annual report will
shortly be posted to those shareholders who have opted to receive a hard
copy.
Financial summary:
· Revenue increased by 15% to USD 836.9m (FY2022: USD 728.2m)
· Organic revenue growth of 13%
· Net revenue (gross profit) increased by 8% to USD 191.1m
(FY2022: USD 177.7m)
· Adjusted EBITDA increased by 12% to USD 96.4m (FY2022: USD
86.0m)
· Operating profit increased by 26% to USD 42.3m (FY2022: USD
33.6m)
· Profit before tax increased by 98% to USD 29.3m (FY2022: USD
14.8m)
· Profit after tax increased to USD 24.3m (FY2022: loss of USD
2.1m)
· Net debt increased by 31% to USD 74.1m as compared to USD 56.6m
at 31 December 2022, following USD 39.7m of cash share repurchases, (including
Employee Benefit Trust repurchases), USD 3.6m payment of dividends and USD
21.5m settlement of deferred contingent consideration during 2023
· Leverage increased to 0.96x adjusted EBITDA (31 December 2022:
0.84x), remaining under 1.0x
· Adjusted operating cash conversion of 96% (FY2022: 110%)
· Adjusted EPS for the year increased by 32% to 23.22 US cents
(FY2022: 17.56 US cents)
· Proposed final dividend of 2.0p (FY2022: 1.0p), an increase of
100% as the group continues to pursue the progressive dividend policy launched
in 2022
Operational and corporate highlights
· On 4 September 2023, to support our next phase of continued
growth, the Group announced its rebranding from CentralNic Group to Team
Internet Group, and effective that same day, the Group's shares commenced
trading under the ticker "TIG".
· The Financial Times listed Team Internet among the top 250
fastest-growing companies and among the top 50 fastest-growing technology
companies in Europe
· Acquisition of Adrenalads, a business which has a rich history
with Zeropark, on 31 August 2023 for an initial consideration of USD 2.1
million; the acquisition included deferred consideration of USD 0.2 million
payable in February 2025
· The Group adjusted its global office footprint to post-pandemic
working realities, notably reducing cash outflow, lease liabilities and
emissions
· Appointment of Marie Holive as Non-Executive Director and Chair
of the Audit & Risk Committee on 24 April 2023
· The Group successfully completed its first share buyback
programme of GBP 4.0 million worth of ordinary shares in January 2023, and a
second share buyback programme commenced in May 2023 and was increased to GBP
34.0 million worth of ordinary shares in July 2023. By 31 December 2023, the
Group had repurchased a total of GBP 28.4 million (USD 35.6 million) worth of
ordinary shares across the two programmes, with GBP 9.6 million (USD 12.2
million) remaining of the share buyback scheme at 31 December 2023.
· On 16 June 2023, the Group paid its inaugural final dividend of
1.0 pence per share totalling USD 3.6 million, reflecting a renewed capital
allocation geared towards greater return to Shareholders
Notice of Q1 2024 Results
The Company further announces that it will publish its results for the three
months ended 31 March 2024 on Monday 13 May 2024.
Annual General Meeting
The Company also announces that its 2024 Annual General Meeting ("AGM) will be
held at 09.00 GMT on Thursday, 18 April 2024 at the Company's registered
office at 4th Floor, Saddlers House, 44 Gutter Lane, London, ECV 6BR. The
notice of AGM document will shortly be available on the Company's website at
https://teaminternet.com/constitutional-documents-and-circulars/
(https://teaminternet.com/constitutional-documents-and-circulars/)
The Company is offering facilities for shareholders to attend by conference
call to ask questions in real time should they wish to do so.
Shareholders will be able to follow the proceeding of the AGM over the
online Investor Meet Company platform by registering in advance via the
following
link: https://www.investormeetcompany.com/team-internet-group-plc/register-investor
(https://www.investormeetcompany.com/team-internet-group-plc/register-investor)
Shareholders who already follow TEAM INTERNET GROUP PLC on the Investor
Meet Company platform will automatically be invited.
Shareholders are invited to submit any questions in respect of the meeting for
the Board to consider. Questions may be submitted in advance up until 09:00
GMT the day before the meeting or during the meeting over the Investor Meet
Company platform following registration, and the Board will aim to respond to
any such questions relevant to the business of the meeting.
Shareholders taking part via the Investor Meet Company platform will not be
able to speak or vote on the AGM resolutions. Shareholders are therefore
strongly encouraged to exercise their voting rights by completing and
submitting a Form of Proxy. It is highly recommended that Shareholders submit
their Form of Proxy as early as possible to ensure that their votes are
counted at the AGM. Shareholders are strongly encouraged to appoint the
Chairman as your proxy to ensure that each Shareholder's vote will be counted
in the event of restrictions on shareholders and proxies attending the AGM in
person.
Dividend Timetable
Team Internet is proposing a final dividend of 2.0p per share to be approved
at the AGM as the next step in the Group's plan to return cash to
shareholders. The dividend will be payable on 28 May 2024 for shareholders
on the Company's register of members at close of business on 26 April 2024.
Michael Riedl, CEO of Team Internet, commented: "This year has been a
milestone for us with our revenues growing by 15% to USD 837 million, and our
adjusted EBITDA increasing by 12% to USD 96 million. We have also seen a
significant breakthrough in bottom-line profitability, delivering a profit
after tax of USD 24.3 million, a notable improvement from the USD 2.1 million
loss after tax in 2022."
For further information:
Team Internet Group Plc +44 (0) 203 388 0600
Michael Riedl, Chief Executive Officer
William Green, Chief Financial Officer
Zeus Capital Limited (NOMAD and Joint Broker)
Nick Cowles / Jamie Peel / James Edis (Investment Banking) +44 (0) 161 831 1512
Dominic King (Corporate Broking) +44 (0) 203 829 5000
Berenberg (Joint Broker) +44 (0) 203 207 7800
Mark Whitmore / Richard Andrews / Alix Mecklenburg-Solodkoff
SEC Newgate (for Media) teami (mailto:teaminternet@secnewgate.co.uk) nterne
(mailto:teaminternet@secnewgate.co.uk) t@secnewgate.co.uk
(mailto:teaminternet@secnewgate.co.uk)
Bob Huxford / Alice Cho / Harry Handyside / Tom Carnegie +44 (0) 203 757 6880
Forward-Looking Statements
This document includes forward-looking statements. Whilst these
forward-looking statements are made in good faith, they are based upon the
information available to Team Internet at the date of this document and upon
current expectations, projections, market conditions and assumptions about
future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about the Group and should be treated with an
appropriate degree of caution.
About Team Internet Group Plc
Team Internet (AIM: TIG) creates meaningful and successful connections from
businesses to domains, brands to consumers, publishers to advertisers,
enabling everyone to realise their digital ambitions. The Company is a leading
global internet solutions company that operates in two highly attractive
markets: high-growth digital advertising (Online Marketing segment) and domain
name management solutions (Online Presence segment). The company's Online
Marketing segment creates privacy-safe and AI-generated online consumer
journeys that convert general interest online media users into confident high
conviction consumers through advertorial and review websites. The Online
Presence segment is a critical constituent of the global online presence and
productivity tool ecosystem, where Team Internet serves as the primary
distribution channel for a wide range of digital products. The company's
high-quality earnings come from subscription recurring revenues in the Online
Presence segment and revenue share on rolling utility-style contracts in the
Online Marketing segment.
For more information please visit: www.teaminternet.com
(http://www.teaminternet.com)
MANAGEMENT COMMENTARY ON PERFORMANCE
Introduction
2023 was another year of record profitability for Team Internet.
Long-standing followers of the Group will be well aware of the consistent and
continuing growth in revenue, EBITDA and operating profit, but the development
of profitability all the way through the income statement adds an additional
dimension to the Group's financial strength. Delivery of USD 24.3 million
profit after tax provides further evidence of the sustainability of the
Group's business models and objectively increases Shareholder value.
In the financial year 2023, the Group recorded overall year‑on‑year growth
in gross revenues of 14.9% from USD 728.2 million to USD 836.9 million. Net
revenue (gross profit) increased by 7.5% from USD 177.7 million to USD 191.1
million. Adjusted EBITDA increased by 12.1% from USD 86.0 million to USD 96.4
million.
Performance Overview
The Group has performed strongly during the
period with the key financial metrics listed below:
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m Change %
Revenue 836.9 728.2 15%
Net revenue/gross profit 191.1 177.7 8%
Adjusted EBITDA 96.4 86.0 12%
Adjusted operating cash conversion 96% 110% (14%)
Profit/(loss) after tax 24.3 (2.1) n.m.
EPS - Basic (cents) 8.94 (0.78) n.m.
EPS - Adjusted earnings - basic (cents) 23.22 17.56 32%
Online Marketing segment
Team Internet's Online Marketing segment continued its growth story in 2023,
despite less favourable trading conditions than in recent years. Gross revenue
in the Online Marketing segment was USD 657.1 million, an increase of 14.3%
over the USD 574.7 million recorded in 2022. Net revenue in 2023 was USD 131.7
million, an increase of 5.3% over the 2022 figure of USD 125.1 million.
Online Presence segment
The Online Presence segment yielded gross revenue of USD 179.8 million,
delivering a 17.1% increase over the USD 153.5 million recorded in 2022. Net
revenue in 2023 was USD 59.4 million, an increase of 12.9% over the 2022
figure of USD 52.6 million. In achieving a higher level of growth than in
previous years, the Online Presence business lays down a marker that
double-digit percentage growth is a realistic aspiration for the domain name
procurement and distribution business.
Outlook
We confirm our guidance that the Group is confident in its ability to meet
current market expectations. Our established brands, market leadership,
cutting-edge technology, the assembled talent and robust cash flow will allow
us to translate our current success into future success.
Michael Riedl
Chief Executive Officer
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Audited( )
Audited Year ended
Year ended 31 December 2022
31 December 2023
Note USD m USD m
Revenue 4 836.9 728.2
Cost of sales (645.8) (550.5)
Gross profit 191.1 177.7
Operating expenses (144.3) (138.4)
Share-based payment expenses (4.5) (5.7)
Operating profit 42.3 33.6
Adjusted EBITDA((a)) 96.4 86.0
Depreciation of property, plant and equipment (3.3) (3.0)
Amortisation and impairment of intangible assets (38.8) (36.4)
Non-core operating expenses((b)) 5 (6.1) (8.2)
Foreign exchange (1.4) 0.9
Share-based payment expenses (4.5) (5.7)
Operating profit 42.3 33.6
Finance income 0.6 -
Finance costs (13.6) (13.2)
Foreign exchange loss on borrowings - (5.6)
Net finance costs 6 (13.0) (18.8)
Profit before taxation 29.3 14.8
Income tax (5.0) (16.9)
Profit/(loss) after taxation 24.3 (2.1)
Items that may be reclassified subsequently to profit and loss
Exchange difference on translation of foreign operation 4.7 (13.7)
Movement arising on changes in fair value of hedging instruments - 6.2
Total comprehensive profit/(loss) for the financial year 29.0 (9.6)
All amounts relate to continuing activities
((a) ) Parent and subsidiary earnings before interest, tax, depreciation,
amortisation and impairment, non-cash charges and non-core operating expenses.
((b) ) Non-core operating expenses include items related primarily to
acquisition, integration and other related costs, which are not incurred as
part of the underlying trading performance of the Group, and which are
therefore adjusted for, in line with Group policy.
( )
Earnings per share
Basic (cents) 8.94 (0.78)
Diluted (cents) 8.63 (0.78)
Adjusted earnings - Basic (cents) 23.22 17.56
Adjusted earnings - Diluted (cents) 22.41 16.72
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Audited Audited
31 December 2023 31 December 2022
USD m USD m
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 2.6 1.8
Right-of-use assets 4.6 5.5
Intangible assets 327.0 347.9
Other non-current assets 0.1 0.3
Deferred tax assets 12.8 9.5
347.1 365.0
CURRENT ASSETS
Trade and other receivables 106.7 98.2
Inventory 0.2 0.6
Cash and bank balances 92.7 94.8
199.6 193.6
TOTAL ASSETS 546.7 558.6
EQUITY AND LIABILITIES
EQUITY
Share capital 0.3 0.3
Share premium - 98.3
Merger relief reserve 5.3 5.3
Share-based payments reserve 25.7 24.1
Cash flow hedging reserve (0.2) (0.2)
Foreign exchange translation reserve (6.1) (10.8)
Retained earnings 128.5 50.0
TOTAL EQUITY 153.5 167.0
NON-CURRENT LIABILITIES
Other payables 5.8 13.9
Lease liabilities 3.2 3.8
Deferred tax liabilities 28.0 30.2
Borrowings 147.7 145.9
Derivatives 0.2 0.2
184.9 194.0
CURRENT LIABILITIES
Trade and other payables and accruals 187.8 190.3
Lease liabilities 1.6 1.9
Borrowings 18.9 5.3
Derivative financial liabilities - 0.1
208.3 197.6
-1
TOTAL LIABILITIES 393.2 391.6
TOTAL EQUITY AND LIABILITIES 546.7 558.6
●
Share capital Share premium Merger relief reserve Share-based payments reserve Cash flow hedging reserve Foreign exchange translation reserve Retained earnings Equity attributable to owners of the Parent Company
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
USD m USD m USD m USD m USD m USD m USD m USD m
Balance as at 31 December 2021 0.3 39.8 5.3 19.5 (6.4) 2.9 52.5 113.9
Loss for the year - - - - - - (2.1) (2.1)
Other comprehensive income - translation of foreign operations - - - - - (13.7) - (13.7)
Other comprehensive income - gain arsing on changes in fair value hedging - - - - 6.2 - - 6.2
instruments
Total comprehensive loss for the year - - - - (6.2) (13.7) (2.1) (9.6)
Transactions with owners
Issue of share capital - 59.6 59.6
Share issue costs - (1.1) (1.1)
Repurchase of shares - - - - - - (0.4) (0.4)
Share-based payments - - - 4.7 - - - 4.7
Share-based payments - deferred tax assets - - - (0.1) - - - (0.1)
Balance as at 31 December 2022 0.3 98.3 5.3 24.1 (0.2) (10.8) 50.0 167.0
Profit for the year - - - - - - 24.3 24.3
Other comprehensive income - translation of foreign operations - - - - - 4.7 - 4.7
Total comprehensive gain for the year - - - - - 4.7 24.3 29.0
Transactions with owners
Dividends paid on equity shares - - - - - - (3.6) (3.6)
Cancellation of share premium - (98.3) - - - - 98.3 -
Repurchase of shares - - - - - - (40.5) (40.5)
Share-based payments - - - 3.2 - - - 3.2
Share-based payments - deferred tax assets - - - (1.6) - - - (1.6)
Balance as at 31 December 2023 0.3 - 5.3 25.7 (0.2) (6.1) 128.5 153.5
· Share capital represents the nominal value of the Company's
cumulative issued share capital.
· Share premium represents the cumulative excess of the fair value
of consideration received for the issue of shares in excess of their nominal
value less attributable share issue costs and other permitted reductions.
The Company's share premium was cancelled in full during the year.
· Merger relief reserve represents the cumulative excess of the
fair value of consideration received for the issue of shares in excess of
their nominal value less attributable shares issue costs and other permitted
reductions, where the consideration for shares in another company includes
issued shares, and 90% of the equity is held in the other company.
· Share-based payments reserve represents the cumulative value of
share-based payments, excluding related employment taxes, recognised through
equity and deferred tax assets arising thereon.
· Cash flow hedging reserve represents the effective portion of
changes in the fair value of derivatives.
· Foreign exchange translation reserve represents the cumulative
exchange differences arising on Group consolidation.
· Retained earnings represents the cumulative value of the profits
not distributed to Shareholders but retained to finance the future capital
requirements of the Group.
CONSOLIDATED STATEMENT OF CASH FLOWS
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Cash flow from operating activities
Profit before taxation 29.3 14.8
Adjustments for:
Depreciation of property, plant and equipment 3.3 3.0
Amortisation and impairment of intangible assets 38.8 36.4
Finance cost (net) 13.0 18.8
Share-based payments 4.5 5.7
Increase in trade and other receivables (8.5) (9.8)
Increase in trade and other payables and accruals 0.2 16.9
Decrease in inventories 0.4 0.2
Cash flow from operations 81.0 86.0
Income tax paid (5.6) (8.4)
Net cash flow generated from operating activities 75.4 77.6
Cash flow used in investing activities
Purchase of property, plant and equipment (1.9) (1.3)
Purchase of intangible assets (8.3) (5.2)
Payment of deferred consideration (21.5) (2.7)
Proceeds from disposals of investments - 0.1
Acquisition of subsidiaries and domain portfolio assets, net of cash acquired (5.6) (81.5)
Net cash flow used in investing activities (37.3) (90.6)
Cash flow generated/(used in) financing activities
Proceeds from borrowings - 185.5
Settlement of forward foreign exchange contracts - (25.5)
Repayment of bond financing - (128.6)
Drawdown/(repayment) of revolving credit facility 15.0 (18.8)
Bank finance arrangement fees (0.7) (3.4)
Accrued interest on bond tap - 0.4
Proceeds of issuance of ordinary shares (net) - 58.6
Payment of dividend to ordinary Shareholders (3.6) -
Repurchase of ordinary shares (39.7) (0.4)
Lease principal repayments (2.3) (2.2)
Interest paid (12.1) (7.8)
Net cash flow (used in)/generated from financing activities (43.4) 57.0
Net (decrease)/increase in cash and cash equivalents (5.3) 44.0
Cash and cash equivalents at beginning of the year 94.8 56.1
Exchange gains/(losses) on cash and cash equivalents 3.2 (5.3)
Cash and cash equivalents at end of the year 92.7 94.8
NOTES TO THE AUDITED ANNUAL ACCOUNTS
1. General information
Team Internet Group Plc is the UK holding company of a group of companies
whose principal activities create meaningful and successful connections from
businesses to domains, brands to consumers, publishers to advertisers,
enabling everyone to realise their digital ambitions. The Company is
registered in England and Wales. Its registered office and principal place of
business is 4th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR.
2. Basis of preparation
The financial results for the year ended 31 December 2023 have been prepared
on the basis of the accounting policies set out in the Group's 2023 statutory
accounts.
The financial results are condensed and do not represent statutory accounts
within the meaning of section 435 of the Companies Act 2016. The statutory
accounts for the year ended 31 December 2023, upon which the auditors issued
an unqualified opinion, are available on the Group's website and did not
contain statements under section 498(2) or (3) of the Companies Act 2006.
3. Segment analysis
Operating segments are organised around the products and services of the
business and are prepared in a manner consistent with the internal reporting
used by the chief operating decision maker to determine allocation of
resources to segments and to assess segmental performance. The Directors do
not rely on analyses of segment assets and liabilities, nor on segmental cash
flows arising from the operating, investing and financing activities for each
reportable segment, for their decision making and therefore have not included
them.
The Group has two segments: Online Marketing and Online Presence. The Online
Marketing segment creates privacy-safe AI-based customer journeys that help
online consumers make informed choices. The Online Presence segment conducts
business as a global distributor of domain names through a network of channel
partners as well as selling domain names and ancillary services to end users,
monitoring services to protect brands online, technical and consultancy
services to corporate clients, and licensing the Group's in-house developed
registry management platform on a global basis.
Management reviews the activities of the Team Internet Group in the segments
disclosed below:
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Online Marketing
Revenue 657.1 574.7
Cost of sales (525.4) (449.6)
Gross profit 131.7 125.1
Online Presence
Revenue 179.8 153.5
Cost of sales (120.4) (100.9)
Gross profit 59.4 52.6
Total revenue 836.9 728.2
Total cost of sales (645.8) (550.5)
Gross profit 191.1 177.7
NOTES TO THE AUDITED ACCOUNTS (continued)
4. Revenue
The Group's revenue is generated indirectly from consumers located in the
following geographical areas:
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Americas 444.5 402.9
United States of America 367.1 341.4
Rest of Americas 77.4 61.5
Europe, Middle East & Africa (EMEA) 326.2 260.6
Germany 100.2 78.8
United Kingdom 40.5 31.2
France 30.0 21.7
Netherlands 17.8 15.7
Switzerland 12.6 10.1
Ireland 3.0 3.1
Luxembourg 0.9 0.8
Rest of EMEA 121.2 99.2
Asia Pacific (APAC) 66.2 64.7
Australia 20.8 19.7
Rest of APAC 45.4 45.0
Total revenue 836.9 728.2
The Group's revenue is invoiced directly to the following geographical areas:
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Americas 90.7 71.2
United States of America 80.7 60.7
Rest of Americas 10.0 10.5
EMEA 714.1 626.9
Ireland 559.2 483.7
Germany 38.8 28.5
Luxembourg 30.9 33.0
Netherlands 9.9 9.2
United Kingdom 8.6 7.0
Switzerland 8.5 7.5
France 8.1 7.7
Rest of EMEA 50.1 50.3
APAC 32.1 30.1
Australia 12.8 13.0
Rest of APAC 19.3 17.1
Total revenue 836.9 728.2
NOTES TO THE AUDITED ACCOUNTS (continued)
4. Revenue (continued)
The Group's revenue by segment, invoiced directly is summarised below, based
on geographical areas:
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Online Marketing
North America 19.0 18.5
Rest of Americas 1.5 0.9
Total Americas 20.5 19.4
EMEA 626.5 547.5
APAC 10.1 7.8
657.1 574.7
Online Presence
North America 67.5 49.3
Rest of Americas 2.7 2.2
Total Americas 70.2 51.5
EMEA 87.6 79.6
APAC 22.0 22.4
179.8 153.5
All revenue
North America 86.5 67.8
Rest of Americas 4.2 3.1
Total Americas 90.7 70.9
EMEA 714.1 627.1
APAC 32.1 30.2
Total revenue 836.9 728.2
For the year ended 31 December 2023, there was one customer that represented
more than 10% of the Group's revenue, amounting to USD 566.9 million (2022:
USD 492.8 million) across two segments, Online Marketing: USD 558.9 million
(2022: 483.2 million) and Online Presence: USD 8.0 million (2022: USD 9.6
million). The customer is an aggregator who does not procure the services for
its own use but provides access to an estimated three to four million end
customers who order and consume the services.
5. Non-core operating expenses
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Acquisition related costs 1.0 3.5
Integration and streamlining costs 4.7 4.0
Other costs 0.4 0.7
6.1 8.2
6. Net finance costs
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Finance income (0.6) -
Impact of unwinding of discount on net present value of deferred consideration 1.4 1.0
Reappraisal of deferred consideration (2.8) (1.3)
Arrangement fees on borrowings 1.4 3.0
Interest expense on bank borrowings and bond interest 13.5 10.2
Interest expense on leases 0.2 0.2
(Gain)/loss arising on derivatives classified as fair value hedges (0.1) 0.1
Foreign exchange loss on borrowings - 5.6
Net finance costs 13.0 18.8
NOTES TO THE AUDITED ACCOUNTS (continued)
7. Earnings per share
Earnings per share has been calculated by dividing the consolidated
profit/(loss) after taxation attributable to ordinary Shareholders by the
weighted average number of ordinary shares in issue during the period, plus
vested options, as these options have little or no exercise price, less shares
held in treasury and by the Group's Employee Benefit Trust.
Diluted earnings per share has been calculated on the same basis as above,
except that the weighted average number of ordinary shares that would be
issued on the conversion of the unvested dilutive potential ordinary shares as
calculated using the treasury stock method (arising from the Group's share
option scheme) into ordinary shares has been added to the denominator. There
are no changes to the profit (numerator) as a result of the dilutive
calculation.
Due to the loss made in the prior year, the impact of the potential shares to
be issued on exercise of share options would be anti-dilutive and therefore
diluted earnings per share is reported on the same basis as basic earnings per
share.
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Profit/(loss) after tax attributable to owners 24.3 (2.1)
Operating profit 42.3 33.6
Depreciation of property, plant and equipment 3.3 3.0
Amortisation and impairment of intangible assets 38.8 36.4
Non-core operating expenses 6.1 8.2
Foreign exchange losses/(gains) 1.4 (0.9)
Share-based payment expenses 4.5 5.7
Adjusted EBITDA 96.4 86.0
Depreciation (3.3) (3.0)
Finance costs (excluding deferred consideration amounts, foreign exchange loss (15.9) (13.0)
on borrowings and write off of arrangement fees on borrowing - note 6)
Taxation (14.0) (22.9)
Adjusted earnings 63.2 47.1
Weighted average number of shares:
Basic 272,131,265 268,207,663
Effect of dilutive potential ordinary shares 9,869,695 13,501,204
Diluted average number of shares 282,000,960 281,708,867
Earnings per share:
Basic (cents) 8.94 (0.78)
Diluted (cents) 8.63 (0.78)
Adjusted earnings - Basic (cents) 23.22 17.56
Adjusted earnings - Diluted (cents) 22.41 16.72
Basic and diluted earnings per share of 8.94 cents (2022: (0.78) cents) have
been impacted by depreciation, amortisation, impairment, non-core operating
expenses, foreign exchange gains and losses and share-based payment expenses.
NOTES TO THE AUDITED ACCOUNTS (continued)
8. Financial instruments
The Team Internet Group is exposed to market risk, credit risk and liquidity
risk arising from financial instruments. The Group's overall financial risk
management policy focusses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the Group's financial
performance. The Group does not trade in financial instruments.
Cash conversion was as follows:
Audited Audited
Year ended Year ended
31 December 2023 31 December 2022
USD m USD m
Cash conversion
Cash flow from operations 81.0 86.0
Exceptional costs incurred and paid during the year 6.1 7.8
Settlement of non-recurring working capital items from the prior year 5.5 1.2
Adjusted cash flow from operations 92.6 95.0
Adjusted EBITDA 96.4 86.0
Conversion % 96% 110%
Net debt is shown in the table below:
Financial instruments
Bank debt Cash Net debt
USD m USD m USD m USD m
At 31 December 2022 (151.2) 94.8 (0.2) (56.6)
Bank facilities extension costs 0.7 (0.7) - -
New financing revolving credit facility (15.0) 15.0 - -
Amortisation (1.3) - - (1.3)
Other cash movements - (19.6) - (19.6)
Foreign exchange differences 0.2 3.2 - 3.4
At 31 December 2023 (166.6) 92.7 (0.2) (74.1)
9. Business combinations
Acquisition of Adrenalads LLC
On 31 August 2023, Team Internet acquired Adrenalads LLC, a Los Angeles based
online marketing company that has a rich history of collaboration with
Zeropark. The purchase price comprised initial consideration of USD 2.1
million and deferred consideration of USD 0.2 million, payable in February
2025. The acquisition will be immediately earnings accretive. The acquisition
aims to seamlessly integrate Adrenalads into the Zeropark ecosystem and is
anticipated to strengthen Zeropark's ties with e-commerce stakeholders,
improve the efficiency of internal media-buying processes, open new supply
channels for Zeropark and establish a presence in the strategic Pacific time
zone.
Deferred consideration payments
The following deferred consideration payments were made in the year ended
2023:
· Deferred contingent consideration payments for the acquisition of
VGL Publishing AG was settled in cash for EUR 13.7 million (USD 14.9 million),
which includes EUR 12.4 million (USD 13.6 million) in respect of 2022's
performance.
· On 27 July 2023, the final deferred contingent consideration
payment for the acquisition of InterNexum GmbH was settled in cash for EUR 0.6
million (USD 0.6 million).
· The first deferred contingent consideration payment for the
acquisition of M.A Aporia was settled in cash for USD 2.3 million in two
instalments: USD 0.8 million was paid on 13 July 2023 and USD 1.5 million was
paid on 24 August 2023. A second deferred consideration payment was settled in
cash for USD 2.8 million on 19 October 2023.
· On 19 October 2023, the deferred consideration payment for the
acquisition of Intellectual Property Management Company was settled in cash
for USD 0.8 million.
10. Share buyback programme
The Group successfully completed its first share buyback programme of GBP 4.0
million worth of ordinary shares in January 2023, and a second share buyback
programme commenced in May 2023 and was increased to GBP 34.0 million worth of
ordinary shares in July 2023. By 31 December 2023, the Group had repurchased a
total of GBP 28.4 million (USD 35.6 million) worth of ordinary shares across
the two programmes, with GBP 9.6 million (USD 12.2 million) remaining of the
share buyback scheme at 31 December 2023.
To date (close of business Thursday 14 March 2024), the Company has bought
back 28.3 million shares under its programmes at a cumulative cost of GBP 36.2
million. GBP 1.8 million remains available for the remainder of the programme.
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