TIDMB90
RNS Number : 3773A
B90 Holdings PLC
23 September 2022
23 September 2022
B90 Holdings plc
("B90", the "Company" or "Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 30 JUNE 2022
B90 Holdings plc (AIM: B90), the online marketing and operating
company for the gaming industry, is pleased to announce its
unaudited interim results for the six months ended 30 June 2022,
which are also available on its website at www.b90holdings.com.
Commenting on the results, Karim Peer, Executive Chairman, said
:
" The Group has successfully integrated the acquisitions made
last year and its strategic focus now revolves around increasing
revenues. We are excited about expansion into new territories and
markets, specifically in Latin America, supported by the
development of affiliate programmes through both further
acquisitions and partnerships. "
Financial and operational highlights
-- 150% increase in revenues up to EUR1 million (H1 2021: EUR0.4 million)
-- Raised a further EUR0.85 million through a subscription of new ordinary shares
-- Improvement in net loss of EUR1.3 million (H1 2021: EUR1.4
million) notwithstanding further substantial investment in
marketing and operations
-- Appointment of Karim Peer as Executive Chairman
-- Launch of Spinbookie brand, which operates in different yet
complementary markets to B90's existing operations, most notably
South America
-- Completed the integration of Oddsen.nu, a Norwegian sports-bet affiliate site
-- Fully acquired Tippen4You, an established forum platform focused on the German market
-- Post period end, continued improvement in trading during July and August 2022
Commenting on current trading and outlook, Karim Peer, Executive
Chairman, added :
"Since June 2022, the business has continued to focus on
marketing activities, using its key affiliate partnerships,
customer acquisition and retention programmes. The Group is
building upon its marketing activities towards the 2022 World Cup
in Qatar, starting in November 2022, and seeks to capitalise on the
event. Revenues in both July and August 2022 were in line with
monthly revenues received in the second quarter of 2022."
-ends-
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended.
For further information please contact:
B90 Holdings plc +44 (0)1624 605 764
Karim Peer, Executive Chairman
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409
3494
James Harris / Richard Johnson / Rob Patrick
Arden Partners plc (Broker) +44 020 7614 5900
Ruari McGirr
Belvedere (Financial PR & IR) +44 (0)20 3008 6867
John West / Llewellyn Angus
About B90 Holdings plc
B90 Holdings plc is a group of companies focused on the
operation of its own online Sportsbook and Casino product as well
as marketing activities for other online gaming companies.
Website: www.b90holdings.com
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the unaudited interim results for the
six months ended 30 June 2022, which consolidate the results of B90
Holdings plc ("B90" or the "Company") and its subsidiaries (the
"Group"). B90 Holdings plc is the parent company of a group of
companies focused on generating marketing leads and entering
marketing contracts for the activities of various partners in the
gaming industry. It also operates its own brands, Bet90 and
Spinbookie. The Group focuses on complementary activities under one
umbrella, leveraging its historical cash generative activities of
affiliate marketing, online casinos and sports betting.
We have now identified four distinct strategic pillars to help
us on our journey towards profitability:
-- delivery of a truly scalable platform for online and e-gaming entertainment;
-- a focus on organic growth of existing businesses and new acquisitions;
-- a holistic approach to all players by offering the widest game play options; and
-- the deployment of artificial intelligence and analytics across our operations.
The Group has successfully integrated the acquisitions made
during the financial year ended 31 December 2021 and its strategic
focus now revolves around increasing revenues. We are excited about
expansion into new territories and markets, specifically in Latin
America, Canada, and Europe, supported by the development of
affiliate programmes through both further acquisitions and
partnerships.
Business and Strategy Overview
It has been an eventful time for the Company laying the
foundations for operational and financial growth. With unique
products and strong brands in global iGaming (sportsbook and
casino) markets, we continue to build strong customer
relationships, increasing our revenues by over 150% compared to the
prior comparable period and substantially increasing our customer
numbers across our target markets of Scandinavia and South
America.
We are determined to make more use of the opportunities afforded
by our listing on the AIM market, particularly as we are one of the
few listed online bookmakers and gaming companies on that market at
present. In this regard, we completed the integration of Oddsen.nu,
a Norwegian sports-bet affiliate site in May 2022. The Company
elected to issue new shares to satisfy the final deferred
consideration due under the terms of the original acquisition.
Oddsen.nu has been operating for over 20 years in its home
market of Norway. It connects publishers with affiliate programs
that allow them to promote sports book gambling-related offers and
its operations include producing media content covering a wide
range of sports news, sport events, analysis and forecasts, which
it then publishes on its website Oddsen.nu. Oddsen.nu also offers a
major forum, where end users can discuss sports betting related
events 24-7 and has generated winning odds tips for its visitors
for a number of years, free of charge. To date, the business has
performed to our expectations and has expanded our geographic reach
into important markets.
Alongside this, during the reporting period we also launched our
Spinbookie brand, which operates in different yet complementary
markets to B90's existing operations, most notably South America.
We acquired Spinbookie in December 2021, utilising a combination of
both the issue of new equity and cash from an equity subscription.
Spinbookie is a newly established, fully operational website
operating on BetConstruct, an industry leading gaming software
developer platform. Spinbookie has fully functional and compliant
payment options implemented and operates under a Curacao gambling
licence.
Spinbookie's existing full casino and sportsbook product covers
most major global sporting events, including a large range of live
betting markets. The casino offering includes suites from
Microgaming, Evolution, and other key casino suite providers.
Marketing agreements are now in place and driving traffic to
Spinbookie and we are pleased with the growth in customer numbers
and average spend that it is starting to produce.
In addition, in May 2022 we announced the acquisition of the
remaining 49% stake in Tippen4you, which is now fully owned by the
Group. That website is an established forum platform focused on the
German market. It earns revenues by entering into affiliate
agreements with operators who are active in the German market.
Although Tippen4you is currently a relatively small business, it
has substantial potential and it carries great strategic importance
for us. We anticipate upgrading and refreshing the Tippen4you brand
during the second half of 2022 allowing us to position the business
for expansion in 2023. The acquisition reinvigorates the affiliate
side of our business and gives us a strong foothold in Germany, one
of the largest and most developed online betting markets in Europe,
where our operating brands currently do not currently have a
presence.
Financial Review
Revenues for the first six months of 2022 amounted to
EUR1,009,870 which when compared to the same period in 2021 shows
an increase of 150% (HY1 2021: EUR404,686). This growth was driven
by the launch of Spinbookie.com and the acquisition of the Oddsen
operations.
The net loss for the period was EUR1,275,857 compared to a loss
of EUR1,438,679 for the first six months of 2021. The loss for the
first six months of 2022 was highly impacted by an increased
amortisation charge due to the acquisitions completed in the second
half of 2021 (EUR170,000 higher), as well as a higher share based
payment expense, which is caused by the grant of new options in the
fourth quarter of 2021(EUR145,000 higher).
In addition, as the Company has substantially increased its
operations we have continued to invest in marketing activities,
which increased to EUR266,000 in the first six months of 2022,
compared to EUR143,000 in the same period in 2021. These marketing
efforts have increased revenue and the Directors believe this will
also have a positive effect on future revenues.
In May 2022, we announced that we had raised EUR861,021 (before
expenses) through a subscription for 12,713,043 new ordinary shares
at a price of 5.75p per share. The net funds raised are being used
to strengthen the Company's working capital position and to invest
in marketing activities. Cash as at 30 June 2022 was
EUR656,000.
Current Trading and Outlook
Since June 2022, the business has continued to focus on
marketing activities, using its key affiliate partnerships,
customer acquisition and retention programmes. The Group is
building upon its marketing activities towards the 2022 World Cup
in Qatar, starting in November 2022, and seeks to capitalise on the
event. Revenues in both July and August 2022 were in line with
monthly revenues received in the second quarter of 2022.
Summary
We continue to improve our balance sheet, placing the Company on
a more stable financial footing and allowing us to invest in
additional marketing activities and other initiatives to drive
revenue. By enhancing our well established direct-to-customer
routes, we will continue to introduce and augment our brands in new
and different markets, facilitating more growth and accelerating
customer acquisition. We are already making significant operational
and financial progress and customer numbers are increasing across
our territories, particularly in South America, with good customer
acquisition numbers; furthermore, retention rates and average spend
have been increasing when compared to last year. Alongside this we
are actively seeking out further complementary acquisitions to
accelerate our growth, utilising our market listing to pay for
them, as well as incentivising management teams.
These factors combined leave us increasingly optimistic about
the future of the Group and we look forward with renewed optimism
and confidence.
Karim Peer
Executive Chairman
23 September 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UNAUDITED UNAUDITED AUDITED
6 month 6 month Year
period ended period ended ended
31 December
30 June 2022 30 June 2021 2021
EUR EUR EUR
Revenue 1,009,870 404,686 826,855
Salary expense (919,346) (582,336) (1,306,033)
Marketing and selling expense (266,396) (142,615) (430,095)
General administrative
expense (902,169) (1,030,839) (2,256,222)
Depreciation and amortisation
expense (197,816) (29,138) (109,325)
-------------- ----------------- -------------
Total administrative expenses (2,285,727) (1,784,928) (4,101,675)
-------------- ----------------- -------------
Operating loss (1,275,857) (1,380,242) (3,274,820)
Finance expense - (58,437) (136,931)
Loss before tax (1,275,857) (1,438,679) (3,411,751)
Taxation - - -
Loss for the period (1,275,857) (1,438,679) (3,411,751)
-------------- ----------------- -------------
Equity holders of the Company (1,275,857) (1,428,388) (3,351,507)
Non-controlling interests - (10,291) (60,244)
(1,275,857) (1,438,679) (3,411,751)
-------------- ----------------- -------------
Loss per share attributable to equity
holders of the Company
- Basic (in EUR) (0.0052) (0.0104) (0.0192)
- Diluted (in EUR) (0.0052) (0.0104) (0.0192)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
UNAUDITED UNAUDITED RESTATED
30 June 30 June 31 December
2022 2021 2021
Note
EUR EUR EUR
Non-current assets
Goodwill 3,324,531 1,410,931 3,324,531
Other intangible assets 4,595,252 139,958 4,793,069
Total non-current assets 7,919,783 1,550,889 8,117,600
------------- -------------- ----------------
Current assets
Other receivables & prepayments 120,875 216,428 159,999
Cash and cash equivalents 655,556 1,019,704 827,302
Total current assets 776,431 1,236,132 987,301
------------- -------------- ----------------
Total assets 8,696,214 2,787,021 9,104,901
------------- -------------- ----------------
Equity and liabilities
Share capital - - -
Additional paid-in capital 29,660,600 22,073,925 27,734,003
Other Reserves (5,086,668) (6,046,908) (5,086,668)
Retained earnings (19,122,497) (16,286,928) (17,987,052)
Equity attributable to
owners of the parent 5,451,435 (259,911) 4,660,283
------------- -------------- ----------------
Non-controlling interests - 25,565 (24,388)
Total shareholders' equity 5,451,435 (234,346) 4,635,895
------------- -------------- ----------------
Non-current liabilities
Deferred tax liability 273,600 - 273,600
Total non-current liabilities 273,600 - 273,600
------------- -------------- ----------------
Current liabilities
Trade and other payables 2,966,787 2,997,145 4,170,629
Corporate income tax payable 4,392 24,222 24,777
Total current liabilities 2,971,179 3,021,367 4,195,406
------------- -------------- ----------------
Total equity and liabilities 8,696,214 2,787,021 9,104,901
------------- -------------- ----------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Equity Other
Additional portion reserves
Share Paid convertible (Restated) Retained Non-controlling Total
Capital in capital loan note * Earnings Total interest Equity
EUR EUR EUR EUR EUR EUR EUR EUR
Balance as at
1 January
2021 - 15,466,741 429,770 (6,046,908) (14,907,070) (5,057,467) 35,856 (5,021,611)
---------- ------------ ------------ ------------- -------------- ------------- ---------------- -------------
Loss for the
financial
period - - - - (1,428,388) (1,428,388) (10,291) (1,438,679)
Convertible
loan note
conversion - 4,633,714 (429,770) - - 4,203,944 - 4,203,944
Conversion of
payables - 697,100 - - - 697,100 - 697,100
Share based
payments - - - - 48,530 48,530 - 48,530
Issue of share
capital - 1,276,370 - - - 1,276,370 - 1,276,370
Balance as at
30 June
2021 - 22,073,925 - (6,046,908) (16,286,928) (259,911) 25,565 (234,346)
---------- ------------ ------------ ------------- -------------- ------------- ---------------- -------------
Balance as at
1 January
2021 - 15,466,741 429,770 (6,046,908) (14,907,070) (5,057,467) 35,856 (5,021,611)
---------- ------------ ------------ ------------- -------------- ------------- ---------------- -------------
Loss for the
financial
period - - - (3,351,507) (3,351,507) (60,244) (3,411,751)
Convertible
loan note
conversion - 4,569,685 (429,770) - 126,499 4,266,414 - 4,266,414
Conversion of
payables - 772,100 - - - 772,100 - 772,100
Share based
acquisition
(Restated*) - 3,779,059 - 960,240 - 4,739,299 - 4,739,299
Share based
payments - - - - 145,026 145,026 - 145,026
Issue of share
capital - 3,385,871 - - - 3,385,871 - 3,385,871
Cost of raise
of capital - (239,453) - - - (239,453) - (239,453)
Balance as at
31 December
2021
(Restated*) - 27,734,003 - (5,086,668) (17,987,052) 4,660,283 (24,388) 4,635,895
---------- ------------ ------------ ------------- -------------- ------------- ---------------- -------------
Loss for the
financial
period - - - - (1,275,857) (1,275,857) - (1,275,857)
Share based
payments - - - - 192,400 192,400 - 192,400
Share based
acquisitions - 1,077,600 - - (51,988) 1,025,612 24,388 1,050,000
Issue of share
capital - 861,021 - - - 861,021 - 861,021
Cost of raise
of capital - (12,024) - - - (12,024) - (12,024)
Balance as at
30 June
2022 - 29,660,600 - (5,086,668) (19,122,497) 5,451,435 - 5,451,435
---------- ------------ ------------ ------------- -------------- ------------- ---------------- -------------
* the other reserves include (1) Reserves relating to reverse asset acquisition from prior periods & (2)
Contingent earn-out shares issuable in relation to the Spinbookie acquisition. The balances as per 31 December
2021 has been reclassified for these interim results (See note 4 for further details) .
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED UNAUDITED AUDITED
30 June 30 June 31 December
2022 2021 2021
EUR EUR EUR
Restated
Cash flows from operating activities
Operating loss (1,275,857) (1,380,242) (3,274,820)
Adjustments for:
Share based payments 192,400 48,307 145,026
Amortisation of intangibles 197,816 29,138 109,325
Cash flow from operations before
working capital changes (885,641) (1,302,797) (3,020,469)
Decrease/(increase) in trade and
other receivables 39,124 111,068 (132,502)
(1,232,462)
Decrease in trade and other payables (174,226) * (733,670)
------------- ------------- -------------
Cash flow from operations (1,020,743) (2,424,191) (3,886,641)
Tax (paid)/received - - -
Cash flow from operating activities (1,020,743) (2,424,191) (3,886,641)
------------- ------------- -------------
Cash flow from investing activities
Acquisition of intangible assets - - (600,000)
Net cash outflow from investing
activities - - (600,000)
------------- ------------- -------------
Cash flow from financing activities
Proceeds of issue of new shares 848,997 1,276,370 3,146,418
Receipts from loans - 1,847,000 1,847,000
Net cash inflow from financing
activities 848,997 3,123,370 4,993,418
------------- ------------- -------------
Net (Decrease)/increase in cash
and cash equivalents (171,746) 699,179 506,777
Cash and cash equivalents at start
of period 827,302 320,525 320,525
------------- ------------- -------------
Cash and cash equivalents at end
of period 655,556 1,019,704 827,302
------------- ------------- -------------
* the interest amount reported last year has been reclassified
to decrease other payables as the interest was converted into
equity with the principle amounts of the convertible loan note.
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2022
1. Basis of preparation
The condensed interim consolidated financial statements
incorporate the results of B90 Holdings plc (the "Company") and
entities controlled by the Company (its subsidiaries) (collectively
the "Group").
The condensed interim consolidated financial statements are
unaudited, do not constitute statutory accounts and were approved
by the Board of Directors on 22 September 2022. The auditor's
report on the year ended 31 December 2021 financial statements was
unqualified, though it made reference to a material uncertainty in
relation to going concern. The year ended 31 December 2021 Annual
Report and financial statements is available on the Company's
website (www.b90holdings.com).
The preparation of unaudited condensed interim consolidated
financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.
In preparing the unaudited condensed interim consolidated
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
December 2021.
The unaudited condensed interim financial information in this
report has been prepared using accounting policies consistent with
IFRS as adopted by the European Union. IFRS is subject to amendment
and interpretation by the International Accounting Standards Board
(IASB) and the IFRS Interpretations Committee and there is an
ongoing process of review and endorsement by the European
Commission. These policies are consistent with those to be adopted
in the Group's consolidated financial statements for the year ended
31 December 2022. The accounting policies, including those related
to significant judgements and key sources of estimation
uncertainty, applied in this interim report are the same as those
applied by the Group in the consolidated financial statements for
the year ended 31 December 2021. The group has chosen not to adopt
IAS 34 "Interim Financial Statements" in preparing the interim
financial information.
The principal risks and uncertainties of the Group have not
changed since the last annual financial statements for the year
ended 31 December 2021, where a detailed explanation of such risks
and uncertainties can be found.
Going concern
The Group reported a net loss of EUR1.3 million for the six
months ended 30 June 2022. Furthermore, the Group had a negative
cash flow from operations of EUR1.0 million for the six months
ended 30 June 2022.
Whilst trading during the first six months of 2022 has been in
line with the Board's expectations and show a significant increase
in revenues, the Group continues to operate at a loss, although
management expects the Group to become cash flow positive in 2023,
executing on its strategic plan to grow the Group's operations and
revenues in the various verticals in a targeted manner, entering
into strategic partnerships and investing in further marketing to
expand the customer base and geographical reach.
Furthermore, as a result of the recent fundraise, completed in
September 2022, the Group has improved its financial position.
Should trading not be in line with management's expectations
going forward, the Group's ability to pay its trade payables may be
impacted, in which case the Group will need to raise further
funding. In the circumstance that this is needed and whilst the
directors are confident of being able to raise such funding if
required, there is no certainty that such funding will be available
and/or the terms of such funding. These conditions are necessarily
considered to represent a material uncertainty which may cast
significant doubt over the Group's ability to continue as a going
concern.
Whilst acknowledging this material uncertainty, the Directors
remain confident that they will be able to continue to expand the
Group's operations and generate a positive operational cash flow
within a reasonable time or, if needed, be able to raise additional
funding when required, and therefore the Directors consider it
appropriate to prepare the financial statements on a going concern
basis. The financial statements do not include the adjustments that
would result if the Group and Company was unable to continue as a
going concern.
2. Earnings per share
The calculation of earnings per share is based on the following
earnings and number of shares.
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2021 2021
2022
EUR EUR EUR
Earnings
Loss for the purpose of basic
and diluted earnings per shares
being net profit attributable
to equity shareholders (1,275,857) (1,428,388) (3,351,507)
Number of shares
Weighted average number of
ordinary shares for the purposes
of basic earnings per share 245,051,972 137,371,926 174,331,667
Weighted average number of - - -
dilutive share options
-------------- -------------- --------------
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share 245,051,972 137,371,926 174,331,667
-------------- -------------- --------------
Basic loss per share (EUR) (0.0052) (0.0104) (0.0192)
Diluted loss per share (EUR) (0.0052) (0.0104) (0.0192)
3. Significant events during the reporting period
On 13 May 2022, the Company announced that it had satisfied the
deferred consideration for the Oddsen acquisition (as announced on
30 September 2021), amounting to EUR1,050,000, by issuing
13,452,632 new ordinary shares at a price of 6.65p per share.
On 16 May 2022, the Company announced that it had raised EUR
861,021 (before expenses) (approximately GBP731,000) through a
subscription of 12,713,043 new Ordinary Shares at a price of 5.75p
per ordinary share.
On 16 May 2022, the Company announced the appointment of Karim
Peer as the new Executive Chairman.
On 21 June 2022, the Company announced that it had acquired the
49% minority interest in T4U Marketing Ltd for consideration of
500,000 new Ordinary Shares (with a value of GBP23,750).
On 22 June 2022, the Company announced that it had granted
options over 2,000,000 new ordinary shares to its Executive
Chairman, Karim Peer. The options have an exercise price of 5p and
have a 5 year term.
4. Reclassification of Spinbookie contingent consideration
An adjustment of EUR960,240 was made to the 31 December 2021
Statement of Financial position to reclassify the contingent
consideration payable in relation to the Spinbookie acquisition
from Trade and other payables to Other reserves within Equity. This
has occurred following a reconsideration of the relevant clauses
within the sale and purchase agreement and Management conclude that
the fact pattern with the agreement represents equity in nature
rather than liability. This has resulted in the following
impact:
Balance as originally Reclassification Balance as restated at 31
stated at 31 December 2021 adjustment December 2021
EUR EUR EUR
Impact on statement of
financial position
Trade and Other payables (5,130,869) 960,240 (4,170,629)
Other Reserves 6,046,908 (960,240) 5,086,668
5. Subsequent events
On 9 September 2022 the Company announced it had raised
EUR355,000 (or GBP305,000) through a subscription for 7,625,000 new
ordinary shares in the capital of the Company. Furthermore, the
company converted EUR39,400 (or GBP33,902) of payables into 847,558
new ordinary shares of the Company. On the same date, the Company
granted, in aggregated, 3,588,500 warrants over ordinary shares to
the subscribers. These warrants have a 3 year term and an exercise
price of 4.18p.
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