REG - XLMedia PLC - Final Results
03/04/2025 07:00
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RNS Number : 4391D XLMedia PLC 03 April 2025
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014. Upon the publication of this announcement, this
information is now considered to be in the public domain.
XLMedia PLC
("XLMedia" or the "Group" or the "Company" or the "Business")
Results for the Year Ended 31 December 2024
XLMedia (AIM: XLM) announces audited results for the year ended 31 December
2024 ("FY 2024").
Sale of Group Assets in 2024
Following the sale of substantially all the Group's assets in 2024, the
Group's results for FY 2024 are presented as discontinued operations. The
Company remains solely focused on the orderly distribution to shareholders of
the net proceeds from the Disposals after clearing the Group's liabilities.
As a result of the Disposals, the Company is a cash shell under AIM Rule 15
and the Board reconfirms that the Company has no plans to seek to make an
acquisition or acquisitions which constitute a reverse takeover under AIM Rule
14. Whilst the Group no longer has any material trading activities, the Board
believes that it is in shareholders' best interests for the Company to remain
admitted to trading on AIM while it seeks to make returns from the
consideration of both the Europe Disposal and North America Disposal. However,
trading in the Company's shares is expected to be suspended on or around 12
May 2025.
Key Highlights
The Europe and Canada assets were sold to Gambling.com Group Limited on 1
April 2024 and the North American assets were sold to Sportradar Group AG on
13 November 2024.
· Total gross proceeds from the sale of the Europe and Canada assets:
$41.2 million
· Total potential gross proceeds from the sale of North American
assets: $21.0 million
· Cash received in 2024 from Europe and Canada disposal: $30.0 million
· Cash received in 2024 from North American disposal: $20.0 million
· Cash balances (including short term deposits) at 31 December 2024:
$35.0 million*
* The cash balance includes cash collected on behalf of and payable to the
acquirers of disposed assets of some $1.8 million.
The final payment of consideration of $11.2 million was paid by Gambling.com
on 1 April 2025, including a variable component of $3.7 million based on the
strong revenue performance of the assets disposed of in the remainder of 2024
following their sale. A further payment is due from Sportradar of $1.0 million
in April 2025. Sportradar confirmed this in its Report and Accounts for
FY2024 although contractually the final date for confirmation that the
performance related element of consideration has been triggered is 15 April
2025.
Return of Cash to Shareholders
On 20 January 2025, the Group announced a tender offer to shareholders to
purchase up to a maximum of 139,130,434 Ordinary Shares (being approximately
52.98 per cent. of the Company's existing issued share capital) at 11.5p per
share. In total, 121,545,490 Ordinary Shares were validly tendered under the
Tender Offer, representing approximately 46.3 per cent. of the Company's
existing issued share capital and approximately 87.4 per cent. of the number
of Ordinary Shares available to tender and, in February 2025, the Group
returned approximately £14.0 million ($17.4 million) to shareholders. The
Board proposes to make a further capital return to shareholders prior to the
suspension of trading in the Company's shares on or around 12 May 2025 and
will make further announcements shortly.
Financial summary - discontinued operations
Following the sale of substantially all the assets of the Group, the FY 2024
results are reported as discontinued operations for the period prior to the
effective dates of disposal, and full year 2023 has been presented on a
comparable basis.
Discontinued operations 2024 2023
Revenue ($'m) 17.7 51.0
Operating loss before impairment ($'m) (15.0) (0.7)
Non-cash net impairment charge ($'m) - (42.6)
Statutory loss for the period ($'m) (12.5) (47.0)
Basic loss per share ($) (0.048) (0.179)
( )
Operating summary and transition services
· Following the sale of European Assets to Gambling.com, the Group
provided transition support for a period of six months in line with the sale
agreement.
· Following the sale of the North American Assets to Sportradar, the
Group provided transition support for the period to the end of January 2025 in
line with the sale agreement.
· During the transition period of both transactions, the Group sought
to reduce costs and terminate services no longer required to support the
residual activities.
· The Group paid $7.5 million of deferred and earnout payments in FY
2024, being the final instalments due in respect of the 2020 CBWG and 2021
Saturday Down South acquisitions.
· The Group cleared all outstanding Media partner minimum guarantee
payments of $3.1 million.
· At 31 December 2024, staff numbers had been reduced to 17.
Post Balance Sheet Events
· The final payment of $11.2 million due from Gambling.com on 1 April
2025 has been paid, including a variable component of $3.7 million based on
the strong revenue performance of the assets disposed of in remainder of 2024
following their sale. A further payment is due from Sportradar of $1.0 million
in April 2025, with a final date for confirmation that the performance related
element of consideration has been triggered on 15 April 2025. Following
receipt, no further payments will be due from the Disposals.
· In February 2025, the Group returned approximately £14.0 million
($17.4 million) of cash to shareholders via a tender offer.
· The Board intends to make a further capital return to shareholders
prior to the suspension of trading in the Company's Ordinary Shares which is
expected to take place on or around 12 May 2015.
· A further 10 staff have left the business in Q1 2025.
· As previously announced, Marcus Rich, David King, Julie Markey and
Ory Weihs will step down from the Board on 30 June 2025.
· Peter McCall, Group Company Secretary and Legal Counsel, was
appointed to the Board on 31 January 2025 and, together with Cédric Boireau,
will oversee the Group in H2 of 2025.
· Cash and short-term deposits at 31 March 2025 was $13.7 million,
prior to receipt of $11.2 million on 1 April 2025 being the final payment due
in respect of the sale the European and Canadian assets.
Outlook
Having received most of the cash due from the asset disposals, the Group
continues to focus on minimising costs, clearing tax and other liabilities and
returning cash to shareholders.
The Board expects to announce a second tender offer shortly and at that time
will also provide further details of the estimated outstanding costs and cash
retained pending subsequent liquidation of the Company and its subsidiaries.
David King, Chief Executive Officer of XLMedia, commented:
"We have made substantial progress in reducing costs having successfully
completed the transition of both European and North American assets to new
owners The outstanding tax liabilities remain the most significant residual
cost and we are working rapidly with our advisers with a view to early
submission of final tax returns. However at this point we have no certainty
over the timescales for final agreement from each tax authority. "
Marcus Rich, Chair of XLMedia, commented:
"We are pleased to have realised value for shareholders from the sale of the
Group's assets having made an initial return of capital in February. It is our
intention to make a further return of capital prior the Company's shares being
suspended which is expected to take place on or around 12 May 2025."
Financial Statements and Notes to the Accounts
For access to the Financial Statements and Notes to the Accounts for the year
ended 31 December 2024, please see below.
For further information, please contact:
XLMedia plc
David King, Chief Executive Officer
www.xlmedia.com (http://www.xlmedia.com)
Cavendish Capital Markets Limited (Nomad and Broker) Tel: 020 7220 0500
Giles Balleny / Callum Davidson (Corporate Finance)
Charlie Combe (Corporate Broking)
www.cavendish.com (http://www.cavendish.com)
About XLMedia
XLMedia (AIM: XLM) is now an AIM Rule 15 Cash Shell.
Chief Executive Review
Creating value for shareholders
The Board committed to exploring all options to create value for shareholders
and, in 2023, explored the sale of the Group. While there was considerable
interest in the assets, the Board judged that the sale of the Group as a whole
would not maximise value for shareholders.
The management focused on maximising the performance of the Group's assets in
the markets it operated in while also working with the Board to explore
opportunities to sell the assets.
Following a good performance from the European and Canadian assets in Q1 2024,
management achieved a sale of these assets to Gambling.com on 1 April 2024 and
reset their focus to supporting the transfer of the assets and reducing costs.
The North American market saw buoyant betting activity in 2024. However, new
customer acquisition slowed down in the early part of the year. The launch of
North Carolina in March 2024, like the launch of Massachusetts in March 2023,
saw much lower levels of initial customer acquisition relative to what an in
NFL season launch might attract. The business performed in line with
management expectation across the summer.
Once again, management focused on maximising the performance of the North
American assets while also working with the Board to explore opportunities to
sell the assets, and following the disposal, supported the transition to
Sportradar, while entering a further phase of cost reduction.
The Group's consolidated financial statements reflect the sale of
substantially all the Group's assets in FY 2024. The results are presented as
discontinued operations, and as the directors intend to liquidate the Group it
is not considered appropriate to adopt the going concern basis of accounting
in preparing the consolidated financial statements.
The Group started 2024 with 146 staff reducing to 17 at 31 December 2024,
following the transfer of some staff to the new owners of the assets a small
number of resignations and a series of redundancies. A further 10 staff left
the business in Q1 2025.
Next steps
The Board and remaining staff are focussed on further reducing costs,
collecting outstanding acquisition payments, completing 2024 accounts and tax
returns for all Group companies, and preparing for a further return of capital
to shareholders prior to the suspension of the Company's Ordinary Shares which
is expected to take place on or around 12 May 2025, and the subsequent
delisting of the shares on in due course.
David King
Chief Executive Officer
3 April 2025
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December 2024
2024 2023(1)
$000 $000
Discontinued operations Notes
Revenue 4 17,682 50,960
Expenses:
Operating 5 (19,554) (26,430)
Sales and marketing (9,319) (18,753)
Depreciation and amortisation 11, 12 (3,831) (6,477)
Net impairment charge 11 - (42,574)
Operating loss (15,022) (43,274)
Finance expenses 6 (429) (233)
Finance income 6 571 20
Profit/ (loss) on disposal of assets to third parties 8 4,222 (212)
Other (expenses) / income 10 (5,937) 463
Loss before taxes on income (16,595) (43,236)
Tax (credit) / charge 7 4,114 (3,809)
Loss for the year from discontinued operations (12,480) (47,045)
Other comprehensive expenses that may be reclassified to profit or loss in
subsequent periods:
Exchange differences on translation of foreign operations (41) 429
Other comprehensive expenses that will not be reclassified to profit or loss
in subsequent periods:
Impairment of equity investment - (242)
Total other comprehensive (expenses) / income (41) 187
Total comprehensive loss for the year (12,521) (46,858)
Loss per share attributable to the owners of the Company (in $):
Basic and diluted loss per share 9 (0.048) (0.179)
(1) Following completion of the North America Disposal on 13 November 2024,
the Group became an AIM Rule 15 Cash Shell. As a result, all comparative data
for the year ended 31 December 2023 has been adjusted to reflect the
reclassification of all business verticals to discontinued operations in line
with IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations'.
Consolidated statement of financial position
as at 31 December 2024
20241 2023
Notes $000 $000
Assets
Cash and cash equivalents 22,976 4,692
Short-term deposits 13 12,005 181
Trade receivables 14a 212 6,605
Other receivables 14b 3,811 1,315
Deferred consideration receivable 8a 7,500 -
Contingent consideration receivable 15 4,689 -
Property and equipment 12 - 1,761
Intangible assets and goodwill 11 - 63,345
Total assets 51,193 77,899
Equity and liabilities
Equity
Share capital 2 19 - -
Share premium 122,071 122,071
Capital reserve 275 860
Accumulated deficit (81,833) (69,353)
Total equity 40,513 53,578
Liabilities
Trade payables 1,551 4,613
Deferred consideration - 3,954
Consideration payable on intangible assets 11 - 3,500
Other liabilities and accounts payables 16 5,945 3,974
Current tax provision 3,184 5,696
Deferred taxes 18 - 1,411
Lease liabilities 17 - 1,173
Total liabilities 10,680 24,321
Total equity and liabilities 51,193 77,899
1 Following completion of the North America Disposal on 13 November 2024, the
Group became an AIM Rule 15 Cash Shell. As a result, all assets and
liabilities, including comparative data, are presented based on liquidity in
the Consolidated statement of financial position above.
2 Less than $1,000.
Consolidated statement of changes in equity
for the year ended 31 December 2024
Share Share premium Capital reserve from share-based transactions Capital reserve from the translation of a foreign operation Other Capital reserves (2) Accumulated deficit Total
capital (1) equity
$000 $000 $000 $000 $000 $000 $000
As at 1 January 2024 - 122,071 3,687 41 (2,868) (69,353) 53,578
Loss for the year - - - - - (12,480) (12,480)
Other comprehensive income - - - (41) - (41)
Total comprehensive loss - - - (41) - (12,480) (12,521)
Cost of share-based payments (3) - - (544) - - - (544)
As at 31 December 2024 - 122,071 3,143 - (2,868) (81,833) 40,513
As at 1 January 2023 - 122,071 3,514 (388) (2,626) (22,308) 100,263
Loss for the year - - - - - (47,045) (47,045)
Other comprehensive loss - - - 429 (242) - 187
Total comprehensive loss - - - 429 (242) (47,045) (46,858)
Cost of share-based payments (3) - - 173 - - - 173
As at 31 December 2023 - 122,071 3,687 41 (2,868) (69,353) 53,578
1 Less than $1,000.
2 Other Capital reserves relate to transactions with non-controlling interests
and financial assets at fair value through other comprehensive income.
(3) See Note 20 for further details.
Consolidated statement of cash flows
for the year ended 31 December 2024
2024 2023
Notes $000 $000
Cash flows from operating activities
Cash (used) / generated from operations 22 (12,410) 9,905
Interest paid (157) (203)
Interest received 571 2
Income tax paid (744) (5,134)
Net cash (outflow) / inflow from operating activities (12,740) 4,570
Cash flows from investing activities
Proceeds from the sale of operations 8 50,213 6,050
Purchase of property and equipment - (14)
Purchase of intangible assets - (3,500)
Acquisition of domains, websites and other intangible assets - (5,678)
Short-term deposits (net) (11,322) 236
Net cash inflow / (outflow) from investing activities 38,891 (2,906)
Cash flows from financing activities
Payment of principal portion of lease liabilities (209) (354)
Payment of deferred consideration (4,000) (4,004)
Payment of contingent consideration on intangible assets (3,500) (3,371)
Net cash outflow from financing activities (7,709) (7,729)
Net increase / (decrease) in cash and cash equivalents 18,442 (6,065)
Net foreign exchange difference (158) 346
Cash and cash equivalents at 1 January 4,692 10,411
Cash and cash equivalents at 31 December 22,976 4,692
The accompanying notes are an integral part of the consolidated financial
statements.
1. General
a. Corporate information
XLMedia PLC ("the Group") is a global performance publisher listed on the
London Stock Exchange Alternative Investment Market ("AIM"). The Group was
incorporated in Jersey and its registered office is 12 Castle Street, St.
Helier Jersey, JE2 3RT (registration number 114467).
b. Discontinued operations
On 21 March 2024, the Group announced the sale of its Europe and Canada assets
("Europe Disposal"). See Note 8a for further details.
On 21 October 2024, the Group announced the proposed divestment of its North
America Business ("North America Disposal"). The North America disposal was
approved at a general meeting of the Group's shareholders on 7 November 2024
and on 13 November 2024, the Group announced the completion of the North
America Disposal. See Note 8c for further details.
On 21 October 2024, the Board expressed the intention to commence the
procedures of the voluntary liquidation of the Group and its subsidiary
entities, with a view to liquidating the Group after the reporting period end.
Following completion of the North America Disposal, the Group became an AIM
Rule 15 Cash Shell and disclosed it did not propose to make an acquisition
that constituted a reverse takeover under AIM Rule 14 or become an investing
company. However, the Board did not seek cancellation of the Group's admission
to trading on AIM at that point as it believed that it is in the best
interests of shareholders that the Group remains admitted to trading until the
final consideration payments for each of the Europe Disposal and the North
America Disposal are received and a significant proportion of the
consideration from the disposals has been distributed to shareholders (see
Note 25). Those final consideration payments are due to be received in April
2025.
As the Group does not propose to make an acquisition that constitutes a
reverse takeover under AIM Rule 14 or become an investing company, in
accordance with AIM Rule 15, it is expected that trading in the Ordinary
Shares (Shares) will be suspended on or around 12 May 2025. The Group will
then have a further six months following the date of suspension before the
Group's admission to trading on AIM is cancelled. The Directors' current
expectation is that the Group will have taken steps to effect cancellation of
its admission to trading on AIM by this time. Following completion of the
return of capital to Shareholders, the Group expects to seek Shareholder
approval to cancel admission to AIM and to commence a summary winding up of
the Company pursuant to Chapter 2, Part 21 of the Jersey Companies Law.
Due to the fact that the Directors intend to liquidate the Group and its
subsidiaries after the reporting date, and to cease trading, these
consolidated financial statements have been prepared on other than going
concern basis in line with IAS 1 'Presentation of Financial Statements' (see
Note 2a).
c. Definitions
In these consolidated financial statements, the following terms will be used:
EUR - Euro
GBP - British Pound Sterling
IFRS - International Financial Reporting Standards as adopted by the European Union
NIS - New Israeli Shekel
Related parties - As defined by IAS 24 'Related Party Disclosures'
Subsidiaries - Entities controlled (as defined in IFRS 10 'Consolidated Financial
Statements') by the Group and whose financial statements are consolidated into
the Group. For a list of the main subsidiaries, see Note 24
U.S. - United States
U.K. - United Kingdom
USD/$ - U.S. dollar, all values are rounded to the nearest thousand ($000), except
when otherwise indicated
2. Accounting Policy Information
The following accounting policies have been applied consistently in dealing
with items which are considered significant in relation to the Group's
financial statements, unless otherwise stated.
a. Basis of presentation of the consolidated financial statements
i. Other than Going concern basis
On 21 October, 2024, and subsequent to the Europe and North America Disposals
(see Note 1b), the Directors of the Company announced their intention to
commence the procedures of the voluntary liquidation of the Company and its
subsidiary entities with a view to liquidating the Group after the reporting
period end. As described in Note 1b, it is expected that trading in the
Ordinary Shares will be suspended on or around 12 May 2025, after which the
Group will then have a further six months following the date of suspension
before the Group's admission to trading on AIM is cancelled. Following
completion of the return of capital to Shareholders, the Group expects to seek
Shareholder approval to cancel admission to AIM and to commence a summary
winding up of the Company.
In these circumstances it is not appropriate to prepare the consolidated
financial statements on a going concern basis. As the Company plans to
continue trading for a period of time and realise its remaining assets in an
orderly fashion, the Directors have determined that the accounting policies
applied to individual items should be consistent with those adopted in the
prior year. However, the disposals and planned liquidation have led to write
offs of existing intangible and tangible assets, as well as any expenses
incurred in relation to redundancies and professional fees. In addition, all
data in the consolidated statement of profit or loss, including comparative
data, have been classified as discontinued operations, in accordance with IFRS
5, 'Non-current Assets Held for Sale and Discontinued Operations'. Also, all
assets and liabilities, including comparative data, in the Statement of
Financial Position are presented based on liquidity, as the directors believe
this provides information that is reliable and more relevant in accordance
with IAS 1, 'Presentation of Financial Statements'.
ii. Compliance with IFRS Accounting Standards
The consolidated financial statements have been prepared in accordance with
IFRS Accounting Standards ("IFRS") adopted by the European Union and issued by
the International Accounting Standards Board ("IASB"), in accordance with the
requirements of the Companies (Jersey) Law 1991. Due to the planned
liquidation of the Group (see Note 1b), these consolidated financial
statements are prepared on other than going concern basis.
iii. Historical cost convention
The financial statements have been prepared on a historical cost basis, except
for the following:
- certain financial assets and liabilities (including derivative
instruments) - measured at fair value or revalued amount.
iv. New accounting standards, amendments and interpretations adopted by the
Group
There are no new major standards applicable for the Group. Amendment to IAS
1, Presentation of Financial Statements: Classification of Liabilities as
Current or Non-Current and subsequent amendment: Non-Current Liabilities
with Covenants did not have a material impact on the Group's financial
statements.
b. Basis of consolidation
The consolidated financial statements comprise the financial statements of
companies that are controlled by the parent company (subsidiaries). Control is
achieved when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns
through its power over the investee. Potential voting rights are considered
when assessing whether an entity has control. The consolidation of the
financial statements commences on the date on which control is obtained and
ends when such control ceases.
The financial statements of the Group and of the subsidiaries are prepared as
of the same dates and periods. The consolidated financial statements of the
Group are prepared using consistent accounting policies by all companies in
the Group. Significant intragroup balances and transactions and gains or
losses resulting from intragroup transactions are eliminated in full in the
consolidated financial statements.
2. Accounting Policy Information continued
c. Functional currency, presentation currency and foreign currency
Functional currency and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). The consolidated financial
statements are presented in USD, which is the Group's functional and
presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions, and from
the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates, are generally recognised in statement
of profit or loss. They are deferred in equity if they relate to qualifying
cash flow hedges and qualifying net investment hedges or are attributable to
part of the net investment in a foreign operation. Foreign exchange gains and
losses that relate to borrowings are presented in the statement of profit or
loss, within finance costs. All other foreign exchange gains and losses are
presented in the statement of profit or loss on a net basis within other
gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was
determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss.
Group companies
The results and financial position of foreign operations (none of which has
the currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
i. assets and liabilities for each statement of financial position
presented are translated at the closing rate at the date of that statement of
financial position,
ii. income and expenses for each statement of profit or loss and
statement of comprehensive income are translated at average exchange rates
(unless this is not a reasonable approximation of the cumulative effect of the
rates prevailing on the transaction dates, in which case income and expenses
are translated at the dates of the transactions), and
iii. all resulting exchange differences are recognised in other
comprehensive income.
On consolidation, exchange differences arising from the translation of any net
investment in foreign entities, and of borrowings and other financial
instruments designated as hedges of such investments, are recognised in other
comprehensive income. When a foreign operation is sold or any borrowings
forming part of the net investment are repaid, the associated exchange
differences are reclassified to the statement of profit or loss, as part of
the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign
operation are treated as assets and liabilities of the foreign operation and
translated at the closing rate.
d. Cash equivalents
Cash is cash on hand and demand deposits. Cash equivalents are highly liquid
investments, including unrestricted short-term bank deposits with an original
maturity of three months or less that are readily convertible to known amounts
of cash and which are subject to insignificant risk of changes in value.
Investments normally only qualify as cash equivalent if they have a short
maturity of three months or less from the date of acquisition.
e. Short-term deposits
Short-term bank deposits are deposits with an original maturity of more than
three months from the investment date and do not meet the definition of cash
equivalents.
2. Accounting Policy Information continued
f. Revenue recognition
The Group generated revenues mainly from referred players who are driven by
either the Group's premium branded websites or partners. The main revenue
streams are: cost per acquisition ("CPA"), revenue-share fees or a
combination of both, which is referred to as a hybrid.
CPA fees are fixed-rate fees owed for each player who registers and usually
deposits a minimum balance on the operator's site, and they are recognised
when earned upon acceptance of the referral by the operator.
Revenue-share fees represent a set percentage of net revenues generated over
the lifetime of the referred player. The Group has no material obligations for
discounts, incentives or refunds of commissions subsequent to completion of
performance obligations.
After the completion of the North America Disposal, the only revenues
recognised by the Group after 1 September 2024 were revenues relating to Reef.
g. Taxation
Current or deferred taxes are recognised in the statement of profit or loss,
except to the extent that they relate to items that are recognised in other
comprehensive income or equity.
Current taxes
The current tax liability is measured using the tax rates and tax laws that
have been enacted or substantively enacted by the reporting date, as well as
adjustments required in connection with the tax liability in respect of
previous years.
Deferred taxes
Deferred taxes are computed in respect of temporary differences between the
carrying amounts in the financial statements and the amounts attributed for
tax purposes. Deferred taxes are measured at the tax rate that is expected to
apply when the asset is realised or the liability is settled based on tax laws
that have been enacted or substantively enacted by the reporting date.
Deferred tax assets are reviewed at each reporting date and reduced to the
extent that it is not probable that they will be utilised. Deductible
temporary differences for which deferred tax assets had not been recognised
are reviewed at each reporting date, and a respective deferred tax asset is
recognised to the extent that their utilisation is probable.
Deferred taxes are offset if there is a legally enforceable right to offset a
current tax asset against current tax liability, and the deferred taxes relate
to the same taxpayer and the same taxation authority.
h. Leases
The Group accounts for a contract as a lease when the contract terms convey
the right to control the use of an identified asset for a period of time in
exchange for consideration.
Recognition of assets and liabilities
For leases in which the Group is the lessee, the Group recognises on the
commencement date of the lease a right-of-use asset and a lease liability,
excluding leases whose term is up to 12 months and leases for which the
underlying asset is of low value. For these excluded leases, the Group has
elected to recognise the lease payments as an expense in the statement of
profit or loss on a straight-line basis over the lease term.
In measuring the lease liability, the Group has elected to apply the practical
expedient and does not separate the lease components from the non-lease
components (such as management and maintenance services, etc.) included in a
single contract. On the commencement date, the lease liability includes all
unpaid lease payments discounted at the interest rate implicit in the lease,
if that rate can be readily determined, or otherwise using the Group's
incremental borrowing rate.
2. Accounting Policy Information continued
h. Leases continued
After the commencement date, the Group measures the lease liability using the
effective interest rate method. The right-of-use asset is recognised in an
amount equal to the lease liability plus lease payments already made on or
before the commencement date and initial direct costs incurred. The
right-of-use asset is measured applying the cost model and depreciated over
the shorter of its useful life or the lease term (see j below). The Group
tests for impairment of the right-of-use asset whenever there are indications
of impairment pursuant to the provisions of IAS 36 'Impairment of Assets'.
i. Property and equipment
Property and equipment are measured at cost, including directly attributable
costs less accumulated depreciation. Depreciation is calculated on a
straight-line basis over the useful life of the assets at annual rates as
follows:
%
Office furniture and equipment 10
Computers and peripheral equipment 33
Right of use leased assets and leasehold improvement (over the lease term) 10 - 50
Right of use leased assets, and leasehold improvements are depreciated on a
straight-line basis over the shorter lease term (including any extension
option held by the Group and intended to be exercised) and the asset's
expected life. The useful life, depreciation method and residual value of an
asset are reviewed at least each year-end and any changes are accounted for
prospectively as a change in accounting estimate.
Depreciation of an asset ceases at the earlier of the date that the asset is
classified as held for sale and the
date that the asset is derecognised. An asset is derecognised on disposal or
when no further economic benefits are expected from its use.
j. Intangible assets
Separately acquired intangible assets are measured on initial recognition at
cost, including directly attributable costs. Intangible assets acquired in a
business combination are measured at fair value at the acquisition date.
Expenditures relating to internally generated intangible assets, excluding
capitalised development costs, are recognised in the statement of profit or
loss when incurred.
Intangible assets with a finite useful life are amortised over their useful
life and reviewed for impairment whenever there is an indication that the
asset may be impaired. The amortisation period and the amortisation method for
an intangible asset are reviewed at least at each year-end.
The Group's assets include computer systems comprising hardware and software.
Software forming an integral part of the hardware to the extent that the
hardware cannot function without the programs installed on it is classified as
property and equipment. In contrast, software that adds functionality to the
hardware is classified as an intangible asset.
Amortisation is calculated on a straight-line basis over the useful life of
the assets at annual rates as follows:
%
Systems and software (purchased and in-house development cost) 33
Non-competition and Agencies Relationships 33 - 50
2. Accounting Policy Information continued
j. Intangible assets continued
Intangible assets (domains and websites) with indefinite useful lives are not
systematically amortised and are tested for impairment annually or whenever
there is an indication that the intangible asset may be impaired. The useful
life of these assets is reviewed annually to determine whether their
indefinite life assessment continues to be supportable. If the events and
circumstances do not continue to support the assessment, the change in the
useful life assessment from indefinite to finite is accounted for
prospectively as a change in accounting estimate and on that date, the asset
is tested for impairment. Commencing from that date, the asset is amortised
systematically over its useful life.
Research expenditures are recognised in profit or loss when incurred. An
intangible asset arising from a development project or from the development
phase of an internal project is recognised if the Group can demonstrate: the
technical feasibility of completing the intangible asset so that it will be
available for use or sale; the Group's intention to complete the intangible
asset and use or sell it; the Group's ability to use or sell the intangible
asset; how the intangible asset will generate future economic benefits; the
availability of adequate technical, financial and other resources to complete
the intangible asset; and the Group's ability to measure reliably the
expenditure attributable to the intangible asset during its development.
The asset is measured at cost less any accumulated amortisation and any
accumulated impairment losses. Amortisation of the asset begins when
development is completed and the asset is available for use. The asset is
amortised over its useful life. Testing of impairment is performed annually
over the period of the development project.
k. Impairment of non-financial assets
The Group evaluates the need to record an impairment of the carrying amount of
non-financial assets whenever events or changes in circumstances indicate that
the carrying amount is not recoverable.
If the carrying amount of the cash-generating unit of the non-financial assets
exceeds their recoverable amount, the assets are reduced to their recoverable
amount. The recoverable amount is the higher of fair value less costs of sale
and value in use. In measuring value in use, the expected future cash flows
are discounted using a pre-tax discount rate that reflects the risks specific
to the asset.
The recoverable amount of an asset that does not generate independent cash
flows is determined for the cash-generating unit to which the asset belongs.
Impairment losses are recognised in the statement of profit or loss.
An impairment loss of an asset, other than goodwill, is reversed only if there
have been changes in the estimates used to determine the asset's recoverable
amount since the last impairment loss was recognised. Reversal of an
impairment loss, as above, shall not be increased above the lower of the
carrying amount that would have been determined (net of depreciation or
amortisation) had no impairment loss been recognised for the asset in prior
years and its recoverable amount. The reversal of impairment loss of an asset
presented at cost is recognised in the statement of profit or loss.
Goodwill is tested for impairment by assessing the recoverable amount of the
cash-generating unit (or Group of cash-generating units) to which the goodwill
has been allocated. An impairment loss is recognised if the recoverable amount
of the cash-generating unit (or Group of cash-generating units) to which
goodwill has been allocated is less than the carrying amount of the
cash-generating unit (or Group of cash-generating units). Any impairment loss
is allocated first to goodwill. Impairment losses recognised for goodwill
cannot be reversed in subsequent periods.
The Group reviews goodwill and intangible assets with indefinite useful life
that are not systematically amortised (domains and websites) for impairment
annually on 31 December, or more frequently if events or changes in
circumstances indicate that there is a need for such review.
2. Accounting Policy Information continued
l. Financial instruments
i. Financial assets
Financial assets are measured upon initial recognition at fair value plus
transaction costs directly attributable to the acquisition of the financial
assets, except for financial assets measured at fair value through profit or
loss in respect of which transaction costs are recorded in the statement of
profit or loss.
The Group classifies and measures debt instruments in the financial statements
based on the following criteria:
- the Group's business model for managing financial assets; and
- the contractual cash flow terms of the financial asset.
Debt instruments measured at amortised cost
The Group's business model is to hold the financial assets in order to collect
their contractual cash flows, and the contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding. After initial
recognition, the
instruments in this category are measured according to their terms at
amortised cost using the effective interest rate method, less any provision
for impairment.
Financial assets held for trading
Financial assets held for trading (derivatives) are measured through the
statement of profit or loss unless they are designated as effective hedging
instruments.
ii. Impairment of financial assets
The Group reviews at the end of each reporting period the provision for loss
of financial debt instruments which are measured at amortised cost. The Group
has short-term trade receivables in respect of which the Group applies a
simplified approach and measures the loss allowance in an amount equal to the
lifetime expected credit losses. An impairment loss on debt instruments
measured at amortised cost is recognised in the statement of profit or loss
with a corresponding loss allowance that is offset from the carrying amount of
the financial asset.
iii. Derecognition of financial assets
A financial asset is derecognised when the contractual rights to the cash
flows from the financial asset expire.
iv. Financial liabilities
Financial liabilities are initially recognised at fair value less transaction
costs that are directly attributable to the issue of the financial liability.
After initial recognition, the Group measures all financial liabilities at
amortised cost using the effective interest rate method, except for:
- financial liabilities at fair value through profit or loss such as
derivatives; and
- contingent consideration recognised by the buyer in a business
combination in the scope of IFRS 3.
At initial recognition, the Group measures financial liabilities that are not
measured at amortised cost at fair value. Transaction costs are recognised in
the statement of profit or loss. After initial recognition, changes in fair
value are recognised in the statement of profit or loss.
v. Derecognition of financial liabilities
A financial liability is derecognised only when it is extinguished, that is
when the obligation is discharged or cancelled or expires.
m. Fair value measurement
Fair value is the price to sell an asset or pay to transfer a liability in an
orderly transaction between market participants at the measurement date. Fair
value measurement is based on the assumption that the transaction will take
place in the asset's or the liability's principal market, or in the absence of
a principal market, in the most advantageous market.
2. Accounting Policy Information continued
m. Fair value measurement continued
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest. The
Group uses valuation techniques that are appropriate in the circumstances and
for which sufficient data are available to measure fair value, maximising the
use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities measured at fair value or for which fair value is
disclosed are categorised into levels within the fair value hierarchy based on
the lowest level input that is significant to the entire fair value
measurement:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2 - inputs other than quoted prices included within Level 1 that are observable
either directly or indirectly.
Level 3 - inputs that are not based on observable market data (valuation techniques that
use inputs that are not based on observable market data).
n. Provisions
A provision in accordance with IAS 37 'Provisions, Contingent Liabilities and
Contingent Asset' is recognised when the Group has a present obligation (legal
or constructive) as a result of a past event, and it is probable that an
outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the
obligation. When the Group expects part or all of the expense to be
reimbursed, for example, under an insurance contract, the reimbursement is
recognised as a separate asset but only when the reimbursement is virtually
certain. The expense is recognised in the statement of profit or loss net of
the reimbursed amount.
o. Employee benefit liabilities
Short-term employee benefits include salaries, paid sick leave, recreation and
social security contributions, and are recognised as expenses as the services
are rendered. Liability in respect of a cash bonus or a profit-sharing plan is
recognised when the Group has a legal or constructive obligation to make such
payment as a result of past service rendered by an employee, and a reliable
estimate of the amount can be made.
Post-employment benefits are financed by contributions to insurance companies
or pension funds and are classified as defined contribution plans. The Israeli
subsidiaries of the Group have defined contribution plans pursuant to Section
14 to the Severance Pay Law under which the subsidiary pays fixed
contributions and will have no legal or constructive obligation to pay further
contributions if the fund does not hold sufficient amounts to pay all employee
benefits relating to employee service in the current and prior periods.
Contributions to the defined contribution plan in respect of severance or
retirement pay are recognised as an expense when contributed concurrently with
the performance of the employee's services.
p. Share-based payment transactions
The Group's employees and officers are entitled to remuneration in the form of
equity-settled share-based payment transactions. The cost of equity-settled
transactions is measured at the fair value of the equity instruments granted
at the grant date. The fair value is determined using an acceptable option
pricing model (also see Note 20). In estimating fair value, the vesting
conditions (consisting of service conditions and performance conditions other
than market conditions) are not taken into account.
The cost of equity-settled transactions is recognised in the statement of
profit or loss together with a corresponding increase in equity during the
period which the performance is to be satisfied ending on the date on which
the relevant employees or officers become entitled to the award ("the vesting
period"). The cumulative expense recognised for equity-settled transactions at
the end of each reporting period until the vesting date reflects the extent to
which the vesting period has expired and the Group's best estimate of the
number of equity instruments that will ultimately vest.
2. Accounting Policy Information continued
p. Share-based payment transactions continued
No expense is recognised for awards that do not ultimately vest, except for
awards where vesting is conditional upon a market condition, which are treated
as vesting irrespective of whether the market condition is satisfied, provided
that all other vesting conditions (service and/or performance) are satisfied.
For awards where employees have failed to meet the service condition, the
awards are deemed to be forfeited by the employees. In these instances, the
cumulative expense of non-vested awards are reversed in the statement of
profit or loss together with a corresponding reversal in equity during the
period.
q. Earnings (loss) per share
Earnings (loss) per share are calculated by dividing the net income
attributable to equity holders of the Group by the weighted average number of
ordinary shares outstanding during the period. The Group's share of earnings
of investees is included based on the earnings per share of the investees
multiplied by the number of shares held by the Group. If the number of
ordinary shares outstanding increases as a result of a capitalisation, bonus
issue, or share split, the calculation of earnings per share for all periods
presented are adjusted retrospectively.
Potential ordinary shares are included in the computation of diluted earnings
per share when their conversion decreases earnings per share from continuing
operations. Potential ordinary shares that are converted during the period are
included in diluted earnings per share only until the conversion date and from
that date in basic earnings per share.
3. Accounting judgements, estimates and assumptions
Estimations and assumptions
The preparation of the consolidated financial statements requires management
to make estimates and assumptions that have an effect on the application of
the accounting policies and on the reported amounts of assets, liabilities,
revenues and expenses.
Current taxes
The Group is subject to income tax in various jurisdictions, and judgment is
required in determining the provision for income taxes. During the ordinary
course of business, there are transactions and calculations for which the
ultimate tax determination may be uncertain. The Group recognises tax
liabilities based on assumptions supported by, among others, transfer price
studies. The Group believes that its accruals for tax liabilities are adequate
for all open audit years based on its assessment of many factors, including
past experience and interpretations of tax law (see Note 7).
4. Revenue and operating segments for the years ended 31 December 2024 and
2023
An operating segment is a part of the Group that conducts business activities
from which it can generate revenue and incur costs, and for which discrete
financial information is available. Identification of segments is based on
internal reporting to the chief operating decision maker ("CODM"). The CODM,
who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Chief Executive Officer
("CEO"). The Group does not divide its operations into different segments, and
the CODM operates and manages the Group's entire operations as one segment,
which is consistent with the Group's internal organisation and reporting
system.
4. Revenue and operating segments for the years ended 31 December 2024 and
2023 continued
Revenues by vertical
2024 2023(1)
$000 $000
Casino 3,087 13,106
Media Partnerships 7,220 18,566
Sports U.S. 4,272 8,992
Reef 993 1,174
Sports Europe 2,073 8,492
Personal Finance 37 631
Revenue from discontinued operations 17,682 50,960
1 Revenues for the year ended 31 December 2023 represent a full year while
revenues for the year ended 31 December 2024 reflects the sale of
revenue-generating assets part way through the financial year as part of the
Europe Disposal and the North America Disposal.
5. Operating expenses from discontinued operations for the years ended 31
December 2024 and 2023
2024 2023(1)
$000 $000
Staff costs (2) 10,970 16,536
Share-based payments (544) 173
Technology expenses 2,374 3,535
Professional services 1,382 2,142
Administrative expenses 1,305 1,402
Transformation costs (3)
Consulting services 364 1,301
Hiring and settlements 1,882 1,340
Staff costs 964 -
Technology 857 -
19,554 26,430
1 Following completion of the North America Disposal on 13 November 2024, the
Group became an AIM Rule 15 Cash Shell. As a result, all comparative data for
the year ended 31 December 2023 has been adjusted to reflect the
reclassification of all business verticals to discontinued operations in line
with IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations'.
2 Included within staff costs are expenses in respect of defined contribution
plans of $729,000 (2023: $1,184,000).
3 Transformation costs total $4,067,000 (2023: $2,641,000).
6. Finance expenses and income for the years ended 31 December
2024 2023
$000 $000
Finance cost 112 79
Foreign exchange loss 241 -
Lease finance cost 31 29
Other charges 45 125
Finance expenses 429 233
Finance income - 2
Interest on cash on deposit 571 -
Foreign exchange gain - 18
Finance income 571 20
Net finance costs 214 213
7. Tax for the years ended 31 December
Taxation included in the statement of profit or loss for the years ended 31
December:
2024 2023
$000 $000
Current taxes (2,703) 2,434
Deferred taxes (Note 18) (1,411) 1,375
Tax (credit) / charge (4,114) 3,809
Tax reconciliation
The reconciliation between the tax expense, assuming that all the income and
expenses were taxed at the statutory tax rate for the U.K., and the taxes on
income recorded in the consolidated statements of profit or loss for the years
ended 31 December are as follows:
2024 2023
$000 $000
Loss before taxes on income from discontinued operations (16,595) (43,236)
Taxes on income at 25% (2023: 23.5%) (4,149) (10,160)
Adjustment due to the difference between the Group's statutory tax rate and - (270)
tax rates applicable to the subsidiaries
Non-deductible expenses for tax purposes - 10,635
Taxes in respect of previous years - current tax - (3,207)
Unrecognised temporary differences and others 35 807
Tax (credit) / charge (4,114) 3,809
The Group has a tax presence in different jurisdictions, including Jersey
(where the parent company is incorporated), U.K., U.S., Cyprus, Canada and
Israel. Tax law applicable to the Group's Israeli subsidiaries is the Israeli
tax law - Income Tax Ordinance (New Version) 1961. The Israeli corporate
income tax rate was 23% in 2024 (2023: 23%).
The applicable U.S. federal statutory income tax rate for the Group's U.S.
subsidiaries for 2024 was 21% (2023: 21%). In addition, state and city taxes
are applicable in certain states and cities.
8. Profit / (loss) on disposal of assets
a. European and Canadian assets disposal - April 2024
On 1 April 2024, the Group disposed of its Europe and Canada sports betting
and gaming assets to
Gambling.com Group Limited for a total consideration of up to $42,500,000,
recognising a profit on disposal after tax of $3,500,000.
The purchase consideration includes a fixed sum of $37,500,000, plus a
potential performance related consideration of up to $5,000,000 based on
achieving certain contingent targets by April 2025. For the fixed element,
$20,000,000 cash consideration was received on 2 April 2024, $10,000,000 was
received in October 2024 and the remaining $7,500,000 is due in April 2025.
The deferred consideration element totalling $7,500,000 is presented in the
statement of financial position as a Deferred consideration receivable as at
31 December 2024. At year end, the Group recorded an amount of $3,689,000
representing the expected contingent consideration to be received in relation
to this sale, measured at fair value. (see Note 25). As part of the asset
disposal transaction, the Group recorded an amount of $2,646,000 of
transaction related expenses.
b. 101Great Goals disposal - April 2024
On 12 April 2024, the Group disposed of a website, 101Great Goals, to Acroud
Media Limited for consideration of $213,000, recognising a loss on disposal
after tax of $387,000. No costs were incurred for this disposal.
c. North America assets disposal - November 2024
On 13 November 2024, the Group disposed of its North America sports betting
and gaming assets to Sportradar Group AG for a total consideration of up to
$30,000,000, recognizing a total profit on disposal after tax of $1,109,000.
The purchase consideration includes a fixed sum of $20,000,000, received on 13
November 2024 plus a potential performance related consideration of up to
$10,000,000, payable in April 2025. This sale of assets is effective from 1
September 2024. At year end, the Group recorded an amount of $1,000,000
representing the expected contingent consideration to be received in relation
to this sale, measured at fair value. As part of the asset disposal
transaction, the Group recorded an amount of $1,623,000 of transaction related
expenses.
The disposals detailed above are summarised below:
Europe and Canada assets $000 101Great Goals US assets Total
$000
$000 $000
Consideration received 30,000 213 20,000 50,213
Deferred consideration 7,500 - - 7,500
Contingent consideration 3,689 - 1,000 4,689
Costs of disposal (2,646) - (1,623) (4,269)
Net consideration 38,543 213 19,377 58,133
Carrying value of net assets sold (35,043) (600) (18,268) (53,911)
Profit / (loss) on disposal after tax 3,500 (387) 1,109 4,222
The disposal of the assets incurred no tax payable.
9. Loss per share
Basic loss per share is calculated by dividing the loss attributable to
ordinary shareholders by the weighted average number of ordinary shares in
issue during the year excluding shares held in trust.
For diluted loss per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of potentially dilutive ordinary
shares. Note that share options for the Group have not been reflected for the
year ended 31 December 2024 nor 31 December 2023 as their effect would be
anti-dilutive.
The following tables reflects the income and share data used in the basic and
diluted loss per share calculations.
2024 2023
Loss 1 Weighted average number of ordinary shares Loss per share Loss 1 Weighted average number of ordinary shares Loss Per Share
$000 Thousands $ $000 Thousands $
Basic and diluted loss per share (12,480) 262,586 (0.048) (47,045) 262,586 (0.179)
1 Defined as Loss for the year from discontinued operations as per the
statement of profit or loss.
10. Other expenses / (income)
2024 2023
$000 $000
Write off of intangible assets 5,868 -
Write off of property and equipment 447 -
Lease termination credit (30) -
Other income (348) (463)
Other expenses / (income) 5,937 (463)
Following completion of the North America Disposal on 13 November 2024, the
Group became an AIM Rule 15 Cash Shell and consequently wrote off all of its
property and equipment and intangible assets.
11. Intangible assets and goodwill
Goodwill Domains and websites Agencies Relationships Systems, software and licences Total
Work in Progress(1)
$000 $000 $000 $000 $000 $000
Cost or valuation
At 1 January 2023 31,870 164,920 668 54,118 - 251,576
Additions - 3,500 - - - 3,500
Additions - internally developed - - - 3,954 1,660 5,614
Disposals - (35,048) - (7,169) - (42,217)
Revaluations 105 - 25 - - 130
Reclassifications - (32) - ( ) (5,083) - (5,115)
At 31 December 2023 31,975 133,340 693 45,820 1,660 213,488
Disposals to third parties - (133,340) - - - (133,340)
Write offs - - - - (47,480) - (47,480)
Revaluations - - - - -
Reclassifications - - 1,660 (1,660) -
At 31 December 2024 31,975 - 693 - - 32,668
Accumulated amortisation and impairment:
At 1 January 2023 30,052 68,941 532 43,470 - 142,995
Amortisation - - 171 5,776 - 5,947
Impairment charge 1,923 40,651 - - - 42,574
Disposals - (30,163) - (6,085) - (36,248)
Revaluations - - (10) - - (10)
Reclassifications - - - (5,115) - (5,115)
At 31 December 2023 31,975 79,429 693 38,046 - 150,143
Amortisation - - - 3,566 - 3,566
Disposals to third parties - (79,429) - - - (79,429)
Write offs - - - - (41,612) - (41,612)
At 31 December 2024 31,975 - 693 - - 32,668
Net book value
At 31 December 2023 - 53,911 - 7,774 1,660 63,345
At 31 December 2024 - - - - - -
1 Work in Progress related to internally developed software which was written
off to the statement of profit or loss in the year ended 31 December 2024.
a. Goodwill and Agency Relationships
In September 2021, the Group acquired Blueclaw Media Ltd, recognising a
goodwill balance of $2,063,000 and agencies relationships of $484,000. As
Blueclaw Media Ltd is a foreign operation, the goodwill balance is
retranslated at the end of each reporting period. As at 31 December 2023, the
goodwill balance of $1,923,000 was fully impaired as a result of the
impairment review of non-financial assets.
Agency relationships are amortised in line with the Group's accounting policy.
b. Domains and websites
In the year ended 31 December 2023, due to targets being met for the
acquisition of CB Sports and Warwick Gaming (CBWG), additions of $3,000,000
were recognised and paid, and a further $3,500,000 was recognised and paid in
March 2024. In the year ended 31 December 2023, the Group disposed of three of
the Europe Gaming domains and associated websites, Casino.se, Casino.gr and
Casino.pt, and domains and websites relating to the Personal Finance business.
11. Intangible assets and goodwill continued
b. Domains and websites continued
Before the sales completed, the Group reversed the impairment charge relating
to these domains and websites up to the sales proceeds as the recoverable
amount of the assets was deemed to be the consideration agreed with the
third-party buyers for those specific assets. The Group then disposed of those
domains and websites for a combined total of $6,050,000, with $2,050,000
relating to the Personal Finance assets.
As detailed in Note 8, the Group disposed of all its European and US domains
and websites in the year ended 31 December 2024.
12. Property and equipment
Computers, furniture, office equipment and others Leasehold improvements Right of use leased assets - Total
Offices
(see note 17)
$000 $000 $000 $000
Cost
At 1 January 2023 851 371 2,374 3,596
Additions 14 - - 14
Termination of leases - - (326) (326)
At 31 December 2023 865 371 2,048 3,284
Write offs (865) (371) - (1,236)
Termination of leases - - (2,048) (2,048)
At 31 December 2024 - - - -
Accumulated depreciation
At 1 January 2023 532 53 734 1,319
Depreciation during the year 94 40 396 530
Termination of leases - - (326) (326)
At 31 December 2023 626 93 804 1,523
Depreciation during the year 51 19 195 265
Write offs (677) (112) - (789)
Termination of leases - - (999) (999)
At 31 December 2024 - - - -
Net book value 239 278 1,244 1,761
At 31 December 2023
At 31 December 2024 - - - -
13. Short-term deposits as at 31 December
2024 2023
$000 $000
Short-term deposits
Held in USD 8,405 100
Held in GBP 3,600 -
Held in EUR - 81
12,005 181
Short-term deposits relate to cash consideration the Group has received in
relation to the Europe Disposal and the North America Disposal in the year
ended 31 December 2024.
14. Trade and other receivables as at 31 December
a. Trade receivables
2024 2023
$000 $000
Trade receivables from customers 220 6,869
Allowance for expected credit losses (8) (264)
212 6,605
The remaining trade receivables for the Group relate to amounts due from
customers linked to the Reef business. The Group's allowance for expected
credit losses is included in administrative expenses reported in Note 5. See
Note 20b(ii) on the credit risk of trade receivables.
b. Other receivables
2024 2023
$000 $000
Government authorities 408 755
Prepaid expenses 549 560
Other receivables on behalf of Sportradar Group AG 2,854 -
3,811 1,315
The other receivables on behalf of Sportradar Group AG mainly relates to
revenues generated during November and December 2024, billed by the Group but
have yet to been collected.
15. Contingent consideration receivable as at 31 December
2024 2023
$000 $000
Europe Disposal 3,689 -
North America Disposal 1,000 -
4,689 -
The contingent consideration balances relate to amounts owed to the Group by
the purchasers of Europe Disposal and North America Disposal for the year
ended 31 December 2024. For the Europe Disposal, the Group is due to receive
an estimated amount of $3,689,000 in relation to the contingent consideration
portion of the sales agreement. For the North America Disposal, the expected
contingent consideration to be received is $1,000,000. See Note 25.
16. Other liabilities and accounts payables as at 31 December
2024 2023
$000 $000
Employees and payroll accruals 334 1,644
Accrued expenses 2,048 1,511
Net revenues and expenses collected on behalf of Sportradar Group AG 3,317 -
Revenues collected to be remitted to Gambling.com Group Limited 246 -
Deferred trading revenues - 730
Government authorities - 89
5,945 3,974
16. Other liabilities and accounts payables as at 31 December continued
The amounts owed to Sportradar Group AG relates to revenues collected by the
Group on behalf of the purchaser of the North America Disposal, net of
expenses paid on behalf of the purchaser, from the effective date to 31
December 2024. Revenues to be remitted to Sportradar Group AG for the period
from the effective date to 31 December 2024 amounted to $7,112,000, with
expenses to be recharged of $3,795,000.
The revenues collected to be remitted to Gambling.com Group Limited relates to
cash collected by the Group from customers who now have a business
relationship with Gambling.com Group Limited after the Europe Disposal.
Further details on these sales can be found in Note 8 and in Note 25.
17. Lease liabilities as at 31 December
2024 2023
$000 $000
Current - 236
Non-current - 937
Non-current lease liabilities - 1,173
In the year ended 31 December 2024, the Group terminated all of its lease
contracts, recognising a gain on termination of leases of $30,000.
18. Deferred taxes as at 31 December
2024 2023
$000 $000
Deferred tax assets - (628)
Deferred tax liabilities - 2,039
- 1,411
Following completion of the North America Disposal on 13 November 2024, the
Directors have deemed that all previous deferred tax assets and liabilities
are no longer relevant following the disposals, and as such the balances have
been written off to the statement of profit or loss for the year ended 31
December 2024.
The movements in deferred tax liabilities are shown below:
Domains and websites Other intangible assets Property and equipment Other short-term temporary differences Total
$000 $000 $000 $000 $000
Current period
As at 1 January 2024 - 1,885 154 (628) 1,411
(Credited) / charged to loss from discontinued operations - (1,885) (154) 628 (1,411)
As at 31 December 2024 - - - - -
Prior period
As at 1 January 2023 (1,226) 1,734 375 (847) 36
(Credited) / charged to loss from discontinued operations 1,226 151 (221) 219 1,375
As at 31 December 2023 - 1,885 154 (628) 1,411
19. Equity as at 31 December
2024 2023
Thousands Thousands
Authorised shares
Ordinary shares with a nominal value of $0.000001 each 100,000,000 100,000,000
Thousands $000
Ordinary shares issued and outstanding including share premium
At 1 January 2023, 31 December 2023 and at 31 December 2024 262,586 262,586
Share capital in the table above is less than $1,000. Share premium is net of
treasury shares.
As at 31 December 2024, 3,356,979 ordinary shares were held in trust for the
Group's share-based payment plans (2023: 3,356,979).
20. Share-based payments
In 2013, 2017 and 2020, the Group adopted Share Option Plans ("the plans").
According to the plans, the Group's Board of Directors are entitled to grant
certain employees, officers and other service providers (together herein
"employees") of the Group remuneration in the form of equity-settled
share-based payment transactions.
During the year ended 31 December 2024, the Group had three different share
schemes - Employee Share Options, Restricted Stock Units ("RSUs"), and
Performance Stock Units ("PSUs").
Following completion of the North America Disposal on 13 November 2024, the
Group became an AIM Rule 15 Cash Shell. As a result, all unvested share awards
were forfeited by employees as the employees would not meet their service
condition due to the termination of employment. In line with IFRS 2
'Share-based Payment', the remaining expenses for share awards which had yet
to vest were accounted for as forfeitures and the cumulative expenses
recognised in the profit or loss were reversed. These awards were formally
cancelled by the Remuneration Committee on 27 January 2025.
The (reversal of expense) / expense recognised in the statement of profit or
loss for services received for those share schemes were:
2024 2023
$000 $000
Total (reversal of expense) / expense arising from share-based payment (544) 173
transactions
The Group does not expect to recognise any further credits nor expenses for
share-based payments in 2025 and beyond.
21. Financial instruments
a. Classification of financial assets and liabilities
2024 2023
$000 $000
Financial assets
Financial assets measured at amortised cost:
Cash and cash equivalents 22,976 4,692
Short-term deposits 12,005 181
Trade receivables 212 6,605
Other receivables 3,811 1,315
Deferred consideration 7,500
Contingent consideration at fair value through profit or loss 4,689 -
Total financial assets 51,193 12,793
Financial liabilities
Financial liabilities measured at amortised cost:
Trade payables 1,551 4,613
Deferred consideration - 3,954
Consideration payable on intangible assets - 3,500
Other liabilities and account payables 5,945 3,974
Lease liabilities - 1,173
Total financial liabilities 7,496 17,214
b. Financial risks factors
The Group's activities expose it to various financial risks.
i. Market risk - Foreign exchange risk
A portion of the Group's revenues is received in EUR and in GBP. The Group has
subsidiaries in Israel, the UK and in Cyprus where expenses are paid in NIS,
in GBP and in EUR. Therefore, the Group is exposed to fluctuations in the
foreign exchange rates in EUR, GBP and NIS against the USD.
The Group did not enter into any forward or options contracts to reduce the
foreign exchange risk of forecasted cash flows in the year ended 31 December
2024. A foreign exchange rate loss of $241,000 was recognised in the year
ended 31 December 2024 (2023: gain of $18,000).
c. Fair value
The carrying amounts of the Group's financial assets and liabilities
approximate their fair value. The fair value of the contingent consideration
is categorized within level 3 of the fair value hierarchy.
d. Sensitivity tests relating to changes in market factors
2024 2023
Sensitivity test to changes in EUR to USD exchange rate: $000 $000
Gain (loss) from the change:
Increase of 10% in the exchange rate (270) (183)
Decrease of 10% in the exchange rate 270 183
Sensitivity test to changes in NIS to USD exchange rate:
Gain (loss) from the change:
Increase of 10% in the exchange rate 15 30
Decrease of 10% in the exchange rate (15) (30)
Sensitivity test to changes in GBP to USD exchange rate:
Gain (loss) from the change:
Increase of 10% in the exchange rate 57 119
Decrease of 10% in the exchange rate (57) (119)
21. Financial instruments continued
d. Sensitivity tests relating to changes in market factors continued
The sensitivity tests reflect the effects of possible changes in exchange
rates on the position of the Group for the above currencies as of the end of
the year.
Sensitivity tests and principal assumptions
The selected changes in the relevant risk variables were determined based on
management's estimate as to
reasonable possible changes in these risk variables. The Group has performed
sensitivity tests of principal market risk factors that are liable to affect
its reported operating results or financial position. The sensitivity tests
present the effects (before tax) on profit or loss and equity in respect of
each financial instrument for the relevant risk variable chosen for that
instrument as of each reporting date. The test of risk factors was determined
based on the materiality of the exposure of the operating results or the
financial condition of each risk with reference to the functional currency and
assuming that all the other variables are constant. The Group does not have
significant exposure to interest rate risk.
22. Cash (used) / generated from operations
2024 2023
$000 $000
Loss for the year (12,480) (47,045)
Adjustments to reconcile loss for the year to net cash flows:
Depreciation and amortisation 3,831 6,477
Net impairment charge for continuing operations - 44,624
Impairment reversal for discontinued operations - (2,050)
Net finance (income)/expense (884) 231
(Profit) / loss on disposal of assets to third parties (4,222) 212
Other income 5,937 (463)
Cost of share-based payments (544) 173
Tax (credit) / charge (4,114) 3,809
Exchange differences on balances of cash and cash equivalents 241 (3)
Working capital changes:
Decrease/(increase) in trade receivables 6,393 (906)
(Increase)/decrease in other receivables (6,765) 2,139
(Decrease)/increase in trade payables (3,062) 958
Increase in other liabilities and accounts payable 3,259 1,749
Cash (used) / generated from operations (12,410) 9,905
23. Balances and transactions with related parties including Directors
The Group's related party transactions in the year include the compensation of
the senior managers, the Directors' emoluments and retirement benefit
entitlements, share awards and share options.
2024 2023
$000 $000
Balances
Current liabilities - management fees and other short-term payables - 9
Compensation of key management personnel of the Group
Short-term employee benefits 4,195 2,657
No other related party services were provided or received by the Group in the
year ended 31 December 2024 (2023: None).
24. List of main subsidiaries
A full list of related undertakings including the country of incorporation,
the principal activity and the effective percentage of equity owned as at 31
December 2024 is disclosed below:
Name of entity Country of incorporation Registered address
XLMedia Finance Ltd Cyprus 232 Agias Fylaxeos, Limassol, 3082, Cyprus
XLMedia Publishing Ltd Jersey IFC 5, St. Helier, Jersey, JE1 1ST
Webpals Holdings Ltd Israel HaMada 7, 6th floor, Herzliya, 4673341, Israel
Webpals Systems S.C Ltd Israel As above
Marmar Media Ltd Israel As above
Webpals Inc. U.S U.S c/o Vcorps Services LLC 1013 Centre Road Suite 403-b Newcastle,
Wilimington, DE 19805c
XLMedia US Inc. U.S As above
XLMedia Canada Marketing Ltd Canada c/o Farris LLP 700 West Georgia Street, 25th Floor, Vancouver, BC
V7Y 1B3
Blueclaw Media Ltd U.K. 167 - 169 Great Portland Street, London, W1W 5PF
All interest in the subsidiaries confer 100% voting rights and 100% rights to
profits.
25. Subsequent events
Tender Offer
On 20 January 2025, the Group announced that it was seeking to return cash to
qualifying shareholders (as that term is defined in the circular subsequently
made available to shareholders) by way of a tender offer of 11.5 pence per
share. On 7 February 2025, the Group offered to purchase up to a maximum of
139,130,434 Ordinary Shares (being approximately 52.98 per cent of the
Company's existing issued share capital) under the Tender Offer. In total,
121,545,490 Ordinary Shares were validly tendered under the Tender Offer,
representing approximately 46.3 per cent of the Company's existing issued
share capital and approximately 87.4 per cent of the number of Ordinary Shares
available to tender. The 121,545,490 Ordinary Shares tendered under the Tender
Offer were repurchased by the Company under the Repurchase Agreement and
cancelled. The amount paid out by the Group was $17,441,000.
The ordinary issued share capital of the Company following the purchase will
be 141,040,915 (with no ordinary shares held in treasury). The total voting
rights in the Company following the purchase and cancellation will be
141,040,915.
Director changes
It was announced on 31 January 2025 that Peter McCall, Company Secretary and
General Counsel, would be formally appointed to the Board of Directors.
Collection of revenues owed to Sportradar Group AG
As part of the contractual agreement in the North America Disposal, the Group
has continued to bill and collect from the relevant operator for those
contracts which had not novated from the Group to the purchaser (Sportradar
Group AG) by the financial year end of 31 December 2024. Once novation of the
contract occurs, all responsibilities for the Group cease.
25. Subsequent events continued
In the period from 1 January 2025 to the date of signing these financial
statements, the Group has collected $1,735,000 relating to the revenues for
those contracts not novated for the financial months of November and December
and presented as part of other receivables on the statement of financial
position as at 31 December 2024 in Note 14b.
Settlement of amounts owed to the Purchasers
In the period from 1 January 2025 to the date of signing these financial
statements, the Group has made payments to the Purchasers involved in the
Europe Disposal and in the North America Disposal. The Group has paid $282,000
to Gambling.com Group Limited for the revenues the Group collected on its
behalf. For the North America Disposal, the Group has paid $3,317,000 for the
net revenues after deduction of relevant expenses. The amounts related to the
period from the effective date to 31 December 2024.
Both of these settlements cleared the amounts which sat in Other liabilities
and accounts payables as at 31 December 2024 in Note 16.
Amounts received from the Purchasers
As detailed in Note 8a, the Group received a further $7,500,000 on 1 April
2025 in cash consideration for the Europe Disposal. The represented the final
receipt of the fixed element of the consideration.
In addition, the Group has also received the contingent consideration element
of the Europe Disposal. An amount of $3,739,000 was received on 1 April 2025.
Disposal of Reef business
On 13 February 2025, the Group signed on an asset purchase agreement to
dispose of its remaining revenue generating business, Reef, to GG Marketing
Limited for consideration of $300,000. The effective date of the agreement is
1 January 2025.
The completion of the sale is dependent on the novation of a key customer
contract by 30 April 2025.
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