TIDMB90
RNS Number : 2957N
B90 Holdings PLC
29 September 2021
For release: 29 September 2021
B90 Holdings plc
("B90", the "Company" or "Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 30 JUNE 2021
B90 Holdings plc (AIM: B90), the online marketing and operating
company for the gaming industry, announces its unaudited interim
results for the six months ended 30 June 2021.
Commenting on the results, Paul Duffen, Executive Chairman, said
:
" Previously, results were impacted by the global COVID-19
pandemic, which caused the cancellation and disruption of many
sporting events globally. As the world learned how to manage the
COVID-19 virus, the Group focused on putting in place the
operational and financial building blocks to facilitate growth, and
marketing initiatives did not start in earnest until late May and
early June 2021. We are pleased with the Group's performance, and
we expect further progress in the second half as life returns to a
'new' normal. "
Financial and operational overview
-- Substantially improved statement of financial position
raising over EUR3 million during the first six months of 2021
o EUR1.8 million raised through the issue of convertible loan
notes and EUR1.3 million in equity issued during the period to
provide working capital
-- Revenues grew by 26% to EUR404,686 (H1 2020: EUR321,089)
after successfully re-launching marketing activities for the
sportsbook and casino operations of Bet90
-- Net loss after tax of EUR1.4 million (H1 2020: EUR1.0
million), mainly due to incidental expenses relating to fundraises
and increased expenses to our B2B provider for the Bet90
platform
-- Removal of the vast majority of the Group's indebtedness via
the conversion of convertible loan notes
into equity
-- Appointment of a new highly experienced CEO of main operating subsidiary, B90 Ventures Ltd
-- Strengthening of the plc Board with the appointment of a new
independent non-executive director
Commenting on current trading and outlook, Paul Duffen,
Executive Chairman, added :
"Since June 2021, the business has focused more aggressively on
marketing activities, affiliate partnerships and customer
acquisition and retention programmes. New established partnerships
with Oddsen.nu, E2 Communications and Nordic Group are generating
additional revenues in line with the Board's expectations. The
improving financial performance has also been aided by a number of
high profile sporting events including the The UEFA European
Championships, the Summer Olympics and major tennis events. As a
result, we are pleased with trading over the summer months which
has been in accordance with management expectations, and with more
normality returning to sporting fixtures globally the overall
outlook for the business is improving markedly. We are very pleased
with the progress the business is making, and we look forward with
renewed optimism and confidence. "
-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 (Withdrawal)
Act 2018
For further information please contact:
B90 Holdings Plc +44 (0)1624 605 764
Paul Duffen, Executive Chairman
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / James Dance / Rob Patrick
Whitman Howard Ltd (Broker)
Nick Lovering
Belvedere (Financial PR & IR) +44 (0)20 3687 2754
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
I hereby present the unaudited interim results for the six
months ended 30 June 2021, which consolidate the results of B90
Holdings plc ("B90" or the "Company") and its subsidiaries (the
"Group").
Business and Strategy Overview
During the reported period, the Company continued to execute on
its operational and financial restructuring plans to focus fully on
its sportsbook and casino business operating under the Bet90 brand.
The Group will continue to pursue its stated strategy of building
the online operations of Bet90 Sports Ltd, through its own
marketing initiatives, affiliate partnerships, and by making use of
its listing to take advantage of synergistic acquisition
opportunities.
It was a productive and busy period for the Group which:
-- substantially improved its statement of financial position, raising over EUR3 million;
-- grew revenues by 26% over the prior comparable period, having
successfully re-launched marketing activities for the sportsbook
and casino operations of Bet90;
-- r emove d the vast majority of its indebtedness via the
automatic conversion of the convertible loan notes into equity;
-- appointed a new highly experienced CEO of its main operating
subsidiary, B90 Ventures Ltd ; and
-- strengthened the plc Board with the appointment of a new non-executive director.
Operational Review
The Company has a strong brand presence, leading technology, and
robust operations and payment partners in place. To improve the
business further, Ronny Breivik was appointed as CEO of B90
Ventures Ltd, the main operating subsidiary of the Group, in April
2021. Ronny has considerable operational experience in the online
gambling industry. He has a track record of growing businesses,
with a strong focus on customer acquisition, retention and creating
disruptive products based on new technology solutions. Ronny has
taken responsibility for all operational activities of B90 Ventures
Ltd and is being remunerated and incentivised via equity based on
performance metrics.
The Group also continued to improve its corporate governance
with the appointment of Karim Peer as an Independent Non-Executive
Director. Karim's experience includes the role of Managing Director
of Open Bet, a leading provider of sportsbook, casino gaming and
betting shop technology, where he helped to acquire Alphameric plc
and grew annualised revenues. He has a background in technology in
the betting and gaming sectors, as well as overseeing credit risk,
skills which are extremely relevant to us as we grow our customer
base and revenues. His experience in driving new technological
solutions is also invaluable.
As part of our governance restructuring, Rainer Lauffs will be
stepping down from the Board and from his role as Chief Operating
Officer in October 2021. Rainer is working with Ronny over the
coming months to ensure an orderly handover, and the Board would
like to thank him for this and also for his previous contributions
to the Company.
Previously, results were impacted by the global COVID-19
pandemic which caused the cancellation and disruption of many
sporting events globally. As the world learned how to manage the
COVID-19 virus, the Group focused on putting in place the
operational and financial building blocks to facilitate growth, and
marketing initiatives did not start in earnest until late May and
early June 2021. Accordingly, we are pleased with the Group's
performance over the summer months and we expect further progress
in the second half as life returns to a 'new' normal.
Financial Review
Revenue for the first six months of 2021 amounted to EUR404,686,
which when compared to the same period in 2020 shows an increase of
26% (HY1 2020: EUR321,089). Most of this revenue was generated in
the second quarter of 2021.
As a result of the fundraises completed in March 2021, the
Company now has sufficient working capital to increase marketing
activities in different territories to increase volumes in the
sportsbook and casino operations of Bet90.
During the period, the Company completed two fundraises to
provide additional working capital, raising:
-- EUR1,847,000 (approximately GBP1,585,000) via an unsecured
convertible loan note (which had a three year term, a 5% coupon and
a conversion price of 5p); and
-- EUR1,276,370 (approximately GBP1,092,500) in equity at a price of 14p per Ordinary Share (the "Subscription").
As a result of the conditions in the convertible loan note, an
automatic conversion was triggered in April 2021, which resulted in
a significant improvement in the Group's statement of financial
position.
Following the conversion, the Company now has a much more stable
financial platform to grow from. The conversion of the convertible
loan note removes the vast majority of the Group's indebtedness and
together with the proceeds from the Subscription we now have a much
improved position to help grow our operations and revenues in a
targeted way, partnering with leading affiliates and investing
further in marketing to expand both our core customer base and
geographic reach.
Post Period End Events
The Company announced on 23 August 2021 that it had entered into
a new affiliate marketing agreement with Nordic Group Ltd, a
leading marketing and online advertising partner, with a focus on
Latin America and the Nordics, to promote all its sportsbook and
online casino services in various territories.
Current Trading and Outlook
Since June 2021, the business has focused more aggressively on
marketing activities, affiliate partnerships and customer
acquisition and retention programmes. New established partnerships
with Oddsen.nu and E2 Communications Ltd are generating additional
revenues in line with the Board's expectations. The improving
financial performance has also been aided by a number of high
profile sporting events including the The UEFA European
Championships, the Summer Olympics and major tennis events. As a
result, we are encouraged by the performance over the summer months
and with more normality returning to sporting fixtures globally the
overall outlook for the business is improving markedly. We are very
pleased with the progress the business is making, and we look
forward with renewed optimism and confidence.
Paul J. Duffen
Executive Chairman
29 September 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UNAUDITED UNAUDITED AUDITED
Period ended Period ended Year ended
31 December
Note 30 June 2021 30 June 2020 2020
EUR EUR EUR
Revenue 404,686 321,089 813,011
Salary expense (582,336) (501,826) (1,024,362)
Marketing and
selling expense (142,615) (180,382) (381,950)
General
administrative
expense (1,030,839) (521,216) (1,564,866)
Depreciation and
amortisation
expense (29,138) (51,851) (82,467)
--------------------------------------------------- ------------------------------------------ ---------------------------------------------
Total
administrative
expenses (1,784,928) (1,255,275) (3,053,645)
--------------------------------------------------- ------------------------------------------ ---------------------------------------------
Operating loss (1,380,242) (934,186) (2,240,634)
Finance expense (58,437) (54,556) (140,820)
Loss before tax (1,438,679) (988,742) (2,381,454)
Taxation - - -
Loss for the
period (1,438,679) (988,742) (2,381,454)
--------------------------------------------------- ------------------------------------------ ---------------------------------------------
Equity holders
of the Company (1,428,388) (973,947) (2,368,712)
Non-controlling
interests (10,291) (14,795) (12,742)
(1,438,679) (988,742) (2,381,454)
--------------------------------------------------- ------------------------------------------ ---------------------------------------------
Loss per share
attributable to equity
holders of the Company
- Basic (in EUR) 2 (0.0104) (0.0102) (0.0248)
- Diluted (in
EUR) 2 (0.0104) (0.0102) (0.0248)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
UNAUDITED UNAUDITED AUDITED
6 months 6 months Year ended
ended ended 31 December
30 June 2021 30 June 2020 2020
EUR EUR EUR
Non-current assets
Goodwill 1,410,931 1,410,931 1,410,931
Other intangible assets 139,958 199,711 169,095
Total non-current assets 1,550,889 1,610,642 1,580,026
---------------------------------- -------------- --------------
Current assets
Trade and other receivables 216,428 16,145 27,496
Cash and cash equivalents 1,019,704 311,544 320,525
Total current assets 1,236,132 327,689 348,021
---------------------------------- -------------- --------------
Total assets 2,787,021 1,938,331 1,928,047
---------------------------------- -------------- --------------
Equity and liabilities
Share capital - - -
Additional paid-in capital 22,073,925 15,466,741 15,466,741
Reverse asset acquisition
reserve (6,046,908) (6,046,908) (6,046,908)
Equity portion Convertible
Bond - 236,422 429,770
Retained earnings (16,286,928) (13,528,027) (14,907,070)
Equity attributable to owners
of the parent (259,911) (3,871,772) (5,057,467)
---------------------------------- -------------- --------------
Non-controlling interests 25,565 33,803 35,856
Total shareholders' equity (234,346) (3,837,969) (5,021,611)
---------------------------------- -------------- --------------
Non-current liabilities
Borrowings - 1,226,369 2,199,839
Total non-current liabilities - 1,226,369 2,199,839
---------------------------------- -------------- --------------
Current liabilities
Trade and other payables 2,997,145 4,535,194 4,725,597
Corporate income tax payable 24,222 14,737 24,222
Total current liabilities 3,021,367 4,549,931 4,749,819
---------------------------------- -------------- --------------
Total equity and liabilities 2,787,021 1,938,331 1,928,047
---------------------------------- -------------- --------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Other
reserves
-
Equity portion Reverse
Additional Convertible asset
Share paid in loan acquisition Retained Non-controlling Total
capital capital note reserve earnings Total interest Equity
EUR EUR EUR EUR EUR EUR EUR EUR
Balance as at 1
January
2020 - 15,162,647 149,836 (6,046,908) (8,910,238) 355,337 (2,817,990) (2,462,653)
Loss for the
financial
period - - - - (973,947) (973,947) (14,795) (988,742)
Convertible loan
note - - 86,586 - - 86,586 - 86,586
Acquisition of
non-controlling
interest - 304,094 - - (3,670,682) (3,366,588) 2,866,588 (500,000)
Share based
payments - - - - 26,840 26,840 - 26,840
Balance as at 30
June
2020 - 15,466,741 236,422 (6,046,908) (13,528,027) (3,871,772) 33,803 (3,837,969)
--------------------------------------- ------------ ------------------------------------- ------------- -------------- ------------- ---------------- -------------
Balance as at 1
January
2020 - 15,162,647 149,836 (6,046,908) (8,910,238) 355,337 (2,817,990) (2,462,653)
Loss for the
financial
period - - - - (2,368,712) (2,368,712) (12,742) (2,381,454)
Convertible loan
note - - 279,934 - - 279,934 - 279,934
Acquisition of
non-controlling
interest - 304,094 - - (3,670,682) (3,366,588) 2,866,588 (500,000)
Share based
payments - - - - 42,562 42,562 42,562
Balance as at 31 December
2020 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)
--------------------------------------- ------------ ------------------------------------- ------------- -------------- ------------- ---------------- -------------
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED UNAUDITED AUDITED
6 months ended 6 months ended Year ended
30 June 30 June 31 December
2021 2020 2020
EUR EUR EUR
Cash flows from
operating
activities
Operating loss (1,380,242) (934,186) (2,240,634)
Adjustments for:
Share based payments 48,307 26,840 42,562
Amortisation of
intangibles 29,138 51,851 82,467
Cash flow from
operations
before working
capital changes (1,302,797) (855,495) (2,115,605)
Decrease in trade
and other
receivables 111,068 114,740 103,389
(Decrease)/increase
in trade
and other payables (1,174,027) 312,146 437,115
-------------------------------------------- -------------------------------------- --------------------------------------
Cash flow from
operations (2,365,756) (428,609) (1,575,101)
Tax (paid)/received - - -
Cash flow from
operating
activities (2,365,756) (428,609) (1,575,101)
-------------------------------------------- -------------------------------------- --------------------------------------
Cash flow from
investing activities
Acquisition of
non-controlling
interest - (200,000) (200,000)
Net cash outflow
from investing
activities - (200,000) (200,000)
-------------------------------------------- -------------------------------------- --------------------------------------
Cash flow from
financing activities
Interest paid (58,435) (2,609) -
Proceeds of issue of
new shares 1,276,370 - -
Receipts from loans 1,847,000 512,136 1,665,000
Net cash inflow from
financing
activities 3,064,935 509,527 1,665,000
-------------------------------------------- -------------------------------------- --------------------------------------
Net
increase/(decrease)
in
cash and cash
equivalents 699,179 (119,082) (110,101)
Cash and cash
equivalents
at start of period 320,525 430,626 430,626
-------------------------------------------- -------------------------------------- --------------------------------------
Cash and cash
equivalents
at end of period 1,019,704 311,544 320,525
-------------------------------------------- -------------------------------------- --------------------------------------
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2021
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 [--] September 2021. The auditor's
report on the year ended 31 December 2020 financial statements was
unqualified, though it made reference to a material uncertainty in
relation to going concern. The year ended 31 December 2020 Annual
Report and financial statements is available on the Company's
website.
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 2020.
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 2021. 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 2020.
The principal risks and uncertainties of the Group have not
changed since the last annual financial statements for the year
ended 31 December 2020, where a detailed explanation of such risks
and uncertainties can be found.
Going concern
The Group experienced significant difficulties during 2020 due
to the impact of COVID-19 which resulted in a global cancellation
of the main sporting events for a number of months. As a result,
the Company has completed two further fund raises from investors in
March 2021.
As a result of these difficulties, the Group achieved a net loss
of EUR1.4 million for the six months ended 30 June 2021.
Furthermore, the Group had a negative cash flow from operations of
EUR2.4 million for the six months ended 30 June 2021.
Whilst difficulties continued in the first quarter of 2021,
trading during the second quarter of 2021 has increased and has
been in line with the Board's expectations, the Group continues to
focus on reducing its operating costs and the Directors continue to
manage the Group's cash resources carefully. Whilst the Group
raised funds by way of convertible loan and issue of equity in
March 2021, exceeding a total amount of EUR3 million, it remains to
be trading at a loss and is reliant, inter alia, on being able to
manage its cash resources carefully and trading being in line with
management's expectations. 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 theywill 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 2021 30 June 2020 2020
EUR EUR EUR
Earnings
Loss for the purpose of basic
and diluted earnings per shares
being net profit attributable
to equity shareholders (1,428,388) (973,947) (2,368,712)
Number of shares
Weighted average number of
ordinary shares for the purposes
of basic earnings per share 137,371,926 95,472,825 95,681,159
Weighted average number of - - -
dilutive share options
-------------- -------------- --------------
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share 137,371,926 95,472,825 95,681,159
-------------- -------------- --------------
Basic loss per share (EUR) (0.0104) (0.0102) (0.0248)
Diluted loss per share (EUR) (0.0104) (0.0102) (0.0248)
3. Significant events during the reporting period
On 16 March 2021, the Company announced that it had raised
EUR1,847,000 (approximately GBP1,585,000) pursuant to subscriptions
for convertible loan notes, at the same date resuming trading of
its Ordinary Shares of no par value in the capital of the Company
("Ordinary Shares") on the AIM market of the London Stock Exchange
plc.
On 30 March 2021, the Company announced that it had raised a
further EUR1,276,370 (approximately GBP1.1 million) (before
expenses) through a subscription of 7,796,427 new Ordinary Shares
at a price of 14p per Ordinary Share. In addition, the Company
announced that it had entered into two new affiliate agreements
with RB Journalism SIA (trading as Oddsen.nu) and E2 Communications
Ltd, to access potential new customers and drive additional traffic
to the Bet90 platform. The Company issued 3.5 million and 1.8
million Ordinary Shares respectively to the affiliates as a
prepayment of affiliate fees amounting to EUR200,000 and EUR100,000
respectively. Furthermore, the Company agreed with some key
creditors to convert the loans payable to them into new Ordinary
shares, for a total amount of EUR397,100, totaling conversion of
payables to EUR697,100.
Also on 30 March 2021, the Company announced that it had
received three conversion notices from holders of the outstanding
convertible loan notes. The notes converted at the agreed price of
5p are in respect of EUR300,000 subscribed on 16 September 2019 and
a total of EUR260,000 subscribed on 17 March 2021. The accrued
interest amounts to EUR22,725 and forms part of the conversion as
per the terms of conversion, resulting in the issuance of 9,963,530
new Ordinary Shares.
On 23 April 2021, the Company announced that the issued
convertible loan note had automatically converted at a price of 5p
per Ordinary Share, in accordance with the terms of the convertible
loan note. The remaining amount outstanding under the convertible
loan note amounted to EUR3,838,500 (approximately GBP3,328,500),
plus accrued interest amounting to EUR102,161 (approximately
GBP88,836) which resulted in an issuance of 68,346,716 new Ordinary
Shares. As a result, the Company entered into a much more stable
financial platform to grow from. The conversion of the convertible
loan note removed the vast majority of the Group's indebtedness and
together with the proceeds from the Subscription completed 30 March
2021, leaving the Company with a much improved financial position
.
4. Subsequent events
Partnership
The Company announced on 23 August 2021 that it had entered into
a new affiliate marketing agreement with Nordic Group Ltd, a
leading marketing and online advertising partner, with a focus on
Latin America and the Nordics, to promote all its sportsbook and
online casino services in various territories.
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IR UWVKRAOUKUAR
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