23
September 2024
B90 Holdings
plc
("B90" the "Company" or the "Group")
UNAUDITED INTERIM RESULTS FOR
THE SIX MONTHS ENDED 30 JUNE 2024
Completion of turnaround
strategy
EBIDTA profitable every
month of this year so far
B90 Holdings plc (AIM: B90), an
online marketing company for the gaming industry, specialised in
customer acquisition, is pleased to announce its unaudited interim
results for the six months ended 30 June 2024 ("H1 2024"). The
development and initial rollout of the Company's turnaround
strategy of leading the Company into its next stage of corporate
growth is now complete and the business has traded on a positive
EBITDA every month of this year so far, with its innovative
marketing initiatives progressing well. The results for the period
are also available on B90's website at www.b90holdings.com.
The Company's final results for the
financial year ended 31 December 2024 are expected to meet current
market forecasts, with further growth anticipated in FY 2025 as the
operational efficiency of the Group's business model becomes
increasingly evident.
Operational Highlights
· Business
Advancements: Completed a strategic
shift in operations, away from a business-to-consumer ("B2C")
model.
· B2B Focus:
Continued expansion of business-to-business
("B2B") partnerships and enhancement of digital marketing
capabilities.
· Operations:
Transitioned the online sportsbook and casino
operations to an outsourced white label solution, allowing the
Company to focus solely on marketing activities.
· Successful Euros 2024
Campaign: The Euros 2024 football
tournament provided an excellent opportunity to engage with key
audiences. Promotional activities and numerous marketing campaigns
across multiple channels during the event produced strong
results.
· Cost
Optimisation: Maintained stringent
and diligent cost controls to drive further profitability and
long-term revenue growth.
Financial Highlights
· Revenue
Performance: Revenues for H1 2024
amounted to €1.4 million, reflecting an 83% increase compared to
the same period in 2023, attributable to the strategic shift and
cost restructuring efforts that commenced in Q4 2023 and completed
early 2024.
· EBITDA:
The business maintained a positive EBITDA for each
month in H1 2024, resulting in a €0.2 million EBITDA for the
period, demonstrating the success of its cost optimisation and
revenue generation strategies. This positive trend has also
continued through July and August 2024.
· Net Results:
Taking into account amortisation and share-based
payment expenses, the net operating result shows a loss for H1 2024
of €0.3 million, compared to a loss of €1.8 million in the same
period last year.
Ronny Breivik, Executive Chairman of B90 Holdings plc,
commented:
"This has been a transformational six months for B90, with the
Group achieving consecutive months of profitability at the EBITDA
level, marking a significant milestone as we build a strong
foundation for sustainable growth. This EBITDA profitability
has continued into the second half, and I am confident that our
sustained focus on B2B operations and strategic investments will
lead to long-term growth and value for our
shareholders."
"Looking ahead, we are optimistic about the future of B90. Our
management team delivered on several key operational milestones,
setting the stage for further growth in H2 2024 and FY 2025. Our
focus on B2B operations, coupled with a strengthened management
team and strong advisory board, positions us well to achieve our
goal of remaining EBITDA profitable and driving substantial
shareholder value."
Settlement of fees
One of the Company's advisers has
requested settlement of their fees in shares. The Company has
agreed to settle an amount of £45,000 through the issue of new
ordinary shares at the closing market price on 20 September 2024,
being £0.043, resulting in the issue of 1,046,512 new ordinary
shares (the "Shares").
Application will be made for the
1,046,512 Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will become effective and dealings in
the New Shares will commence at 8.00 a.m. on or around 27 September
2024.
Total voting
rights
On Admission, the Company's total
issued share capital will consist of 440,564,739 Ordinary Shares
with voting rights. On Admission, the abovementioned figure of
440,564,739 Ordinary Shares may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, B90 under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
-Ends-
For
further information please contact:
|
B90
Holdings plc
|
+44 (0)1624 605 764
|
|
Ronny Breivik, Executive Chairman
Marcel Noordeloos, Finance Director
|
|
|
Strand Hanson Limited (Nominated Adviser)
|
+44 (0)20 7409 3494
|
|
James Harris / Richard Johnson / Rob
Patrick
|
|
|
Zeus
(Broker)
|
+44 (0)20 3829 5000
|
|
Louisa Waddell / Simon
Johnson
|
|
|
Rosewood (Financial PR & IR)
|
+44 (0)20 7653 8702
|
|
John West / Llewellyn Angus / Lily
Pearce
|
|
|
|
|
Chairman's Statement
Overview
I am delighted to update our
shareholders on the significant advancements we have made towards
becoming a scalable gaming service provider focused on customer
acquisition. Through strategic acquisitions, integration, and
efficient operation of technological solutions, we have made
notable progress.
B90 is now operating a successful
platform of companies generating customers for operators of online
casino and sports betting platforms. The Group's portfolio of
brands guides users to customer websites and enriches the
experience of players worldwide. Our leading brands include Bet90,
Oddsen.nu, and Tippen4you, which are well-established names in the
sports betting community and affiliate marketing space. We build
and invest in gaming products that foster strong customer
relationships and leverage efficient marketing strategies to drive
growth and engagement in the global iGaming market.
Business and Strategy Update
We have undergone a significant
operational shift by restructuring our casino and sportsbook
operations towards outsourced solutions, which allows us to focus
on our core strengths and create both financial and operational
efficiencies. Our emphasis on B2B operations has been successful,
with positive EBITDA recorded every month in H1 2024. This has
continued into the second half of the financial year.
Additionally, we have continued to invest in marketing
initiatives aimed at driving future profitability.
We have made a strategic pivot from
B2C to a B2B focus, optimising our operations around performance
marketing and affiliate services. This includes the relaunch of
Bet90.com as an affiliate website, which has reduced operating
costs and enhanced our focus. The lessons we have learned from the
acquisition of Emwys have bolstered our digital marketing
capabilities within the online gambling sector and we now have
strong embedded relationships and partnerships with many major
industry players such as Bet365 and Stake.com. This has
significantly enhanced our market presence.
In May 2024, Oddsen.nu, a key
affiliate operating within the Group, announced that it had signed
fixed listing fee marketing agreements which will provide at least
€200,000 of revenues to the Group in 2024. Under the terms of the
agreements, additional revenue may be earned for marketing services
based on performance, enhancing the potential value of these
contracts. The operations of Oddsen.nu have shifted from being
Nordics-focused to having a global reach. This shift in focus has
already positioned us to sign long-term, value-generative
partnerships with reputable partners in the sector.
Oddsen.nu's expansion aligns
perfectly with B90's wider plans for growing its organic business.
With a robust forum for sports betting discussions and unique
betting bonuses, Oddsen.nu continues to grow its reach, providing
an excellent platform for global expansion.
Financial Performance Review
The Group has demonstrated
significant improvements in financial performance for the first six
months of 2024. Revenues for H1 2024 amounted to €1.4 million,
reflecting an 83% increase compared to the same period in 2023.
This growth is attributable to the strategic shift and cost
restructuring efforts commenced in Q4 2023 and completed in early
2024.
We have maintained positive EBITDA
for six consecutive months since the beginning of the year,
highlighting the success of our cost optimisation and revenue
generation strategies. This positive trend has continued through
July and August 2024. Due to the amortisation and share-based
payment expenses, the net operating result shows a loss of €0.3
million in H1 2024, a significant improvement compared to the loss
of €1.8 million in the same period last year.
|
|
First 6
months of 2024
|
|
First 6
months of 2023
|
|
Full
year
2023
|
|
Net loss
|
(321,954)
|
|
(1,795,019)
|
|
(5,470,603)
|
|
Amortisation &
Depreciation
|
381,966
|
|
231,103
|
|
606,475
|
|
Impairment of Goodwill
|
-
|
|
-
|
|
315,611
|
|
Share based payments
|
130,975
|
|
132,608
|
|
402,384
|
|
Interest and other finance
expense
|
-
|
|
171,621
|
|
887,716
|
|
Tax
|
(7,583)
|
|
-
|
|
(4,462)
|
|
EBITDA
|
183,404
|
|
(1,259,687)
|
|
(3,262,879)
|
|
One-off expenses:
|
|
|
|
|
|
|
-
Restructuring expenses
|
-
|
|
-
|
|
237,356
|
|
Adjusted EBITDA
|
183,404
|
|
(1,259,687)
|
|
(3,025,523)
|
The substantial increase in revenue
for the first half of 2024 can be attributed to our prudent shift
in operations, and the success of our marketing campaigns during
the Euros 2024. We have implemented stringent cost controls,
resulting in positive EBITDA for eight consecutive months since
January 2024. Although we recorded a net loss overall, the
reduction in loss compared to the previous year reflects the
effectiveness of our turnaround strategy and our rigorous cost
management efforts.
Current Trading
Our operational management team is
strong and experienced. Our Board has a great depth of sector
knowledge and continues to benefit from the support and advice of
our strategic adviser, who remains a substantial
shareholder.
Looking ahead, we are optimistic
about the future of B90. Our management team delivered on several
key operational milestones during the first half of 2024, setting
the stage for further EBITDA profitability in the second
half.
Our focus on B2B operations, coupled
with a strengthened management team and strong advisory board,
positions us well to achieve our goal of remaining EBITDA
profitable and driving substantial shareholder value. The new
marketing agreements such as the one announced by Oddsen.nu in May
2024, will play an important role in driving future revenue
growth.
Subsequent to the period, the
Company has continued to produce a positive monthly EBITDA. B90 has
now maintained a positive EBITDA for eight straight months since
the start of the year. The full year results are expected to be
in-line with current market expectations.
Summary and Outlook
The first half of 2024 has been a
period of significant progress for B90. We have successfully
restructured our casino and sportsbook operations towards
outsourced solutions, allowing us to concentrate on our core
strengths. This shift has resulted in positive EBITDA for eight
consecutive months and a substantial increase in revenue compared
to the same period in 2023, driven by strategic initiatives and
successful marketing campaigns during the Euros 2024. Additionally,
the signing of fixed listing fee marketing agreements by Oddsen.nu
are expected to contribute additional performance-based
earnings potential.
Looking ahead, we remain optimistic
about the future of B90. Our management team is delivering on key
operational and financial milestones, positioning us for sustained
EBITDA profitability and further growth in 2024 and
2025.
Thank you for your continued
support.
Ronny Breivik
Executive Chairman
23 September 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
UNAUDITED
|
|
UNAUDITED
|
|
AUDITED
|
|
|
Period
ended
|
|
Period
ended
|
|
Year
ended
|
|
|
30 June
2024
|
|
30 June
2023
|
|
31
December 2023
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
Revenue
|
1,379,178
|
|
754,659
|
|
3,025,352
|
|
|
|
|
|
|
|
|
Marketing and selling
expense
|
(181,370)
|
|
(360,815)
|
|
(1,626,207)
|
|
Salary expense
|
(841,940)
|
|
(915,773)
|
|
(2,359,386)
|
|
Other administrative
expense
|
(303,439)
|
|
(870,366)
|
|
(2,705,023)
|
|
Depreciation, amortisation
expense
|
(381,966)
|
|
(231,103)
|
|
(922,085)
|
|
Total administrative expenses
|
(1,708,715)
|
|
(2,378,057)
|
|
(7,612,701)
|
|
Operating loss
|
(329,537)
|
|
(1,623,398)
|
|
(4,587,349)
|
|
|
|
|
|
|
|
|
Loss on fair value of equity
conversion feature
|
-
|
|
-
|
|
(500,686)
|
|
Finance expense
|
-
|
|
(171,621)
|
|
(387,030)
|
|
Loss before tax
|
(329,537)
|
|
(1,795,019)
|
|
(5,475,065)
|
|
Taxation
|
7,583
|
|
-
|
|
4,462
|
|
Loss for the period
|
(321,954)
|
|
(1,795,019)
|
|
(5,470,603)
|
|
|
|
|
|
|
|
|
Loss per share attributable to equity holders of the
Company
|
|
|
|
|
|
|
- Basic (in €)
|
(0.0007)
|
|
(0.0064)
|
|
(0.0168)
|
|
|
|
- Diluted (in €)
|
(0.0007)
|
|
(0.0064)
|
|
(0.0168)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
|
|
UNAUDITED
|
|
UNAUDITED
|
|
AUDITED
|
|
|
6 months
ended
|
|
6 months
ended
|
|
Year
ended
|
|
|
30
June
|
|
30
June
|
|
31
December
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
|
|
|
|
|
|
|
€
|
|
€
|
|
€
|
|
Non-current assets
|
|
|
|
|
|
|
Goodwill
|
1,913,600
|
|
2,229,211
|
|
1,913,600
|
|
Other intangible assets
|
6,942,423
|
|
4,099,761
|
|
7,324,389
|
|
Total non-current assets
|
8,856,023
|
|
6,328,972
|
|
9,237,989
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Other receivables &
prepayments
|
503,553
|
|
235,409
|
|
487,986
|
|
Cash and cash equivalents
|
302,104
|
|
733,601
|
|
829,116
|
|
Total current assets
|
805,657
|
|
969,010
|
|
1,317,102
|
|
Total assets
|
9,661,680
|
|
7,297,982
|
|
10,555,091
|
|
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
|
Share capital
|
-
|
|
-
|
|
-
|
|
Additional paid-in
capital
|
41,110,393
|
|
30,966,848
|
|
41,110,393
|
|
Reverse asset acquisition
reserve
|
(6,046,908)
|
|
(6,046,908)
|
|
(6,046,908)
|
|
Retained earnings
|
(27,217,071)
|
|
(23,620,284)
|
|
(27,026,092)
|
|
Total shareholders' equity
|
7,846,414
|
|
1,299,656
|
|
8,037,393
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Convertible loan note
|
-
|
|
3,145,522
|
|
-
|
|
Deferred tax liability
|
226,345
|
|
246,924
|
|
233,928
|
|
Total non-current liabilities
|
226,345
|
|
3,392,446
|
|
233,928
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
1,588,921
|
|
2,605,880
|
|
2,283,770
|
|
Total current liabilities
|
1,588,921
|
|
2,605,880
|
|
2,283,770
|
|
Total equity and liabilities
|
9,661,680
|
|
7,297,982
|
|
10,555,091
|
CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
UNAUDITED
|
|
UNAUDITED
|
|
AUDITED
|
|
|
30
June
|
|
30
June
|
|
31
December
|
|
|
2024
|
|
2023
|
|
2023
|
|
|
€
|
|
€
|
|
€
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Operating (loss)/profit
|
(329,537)
|
|
(1,623,398)
|
|
(4,587,349)
|
|
Adjustments for:
|
|
|
|
|
|
|
Share based payments
|
130,975
|
|
132,608
|
|
402,384
|
|
Impairment of goodwill
|
-
|
|
-
|
|
315,611
|
|
Amortisation of
intangibles
|
381,966
|
|
231,103
|
|
606,474
|
|
Bad debt expense
|
-
|
|
-
|
|
(93,685)
|
|
Cash flow from/(used in) operations before working capital
changes
|
183,404
|
|
(1,259,687)
|
|
(3,356,565)
|
|
|
|
|
|
|
|
|
Increase in trade and other
receivables
|
(15,568)
|
|
(39,281)
|
|
(200,672)
|
|
Decrease in trade and other
payables
|
(694,847)
|
|
(517,046)
|
|
(475,817)
|
|
Cash flow used in operations
|
(527,011)
|
|
(1,816,014)
|
|
(4,033,054)
|
|
|
|
|
|
|
|
|
Tax (paid)/received
|
-
|
|
-
|
|
-
|
|
Cash flow used in operating activities
|
(527,011)
|
|
(1,816,014)
|
|
(4,033,054)
|
|
|
|
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
|
|
|
Acquisition of intangible
assets
|
-
|
|
-
|
|
(1,750,000)
|
|
Net
cash outflow used in investing activities
|
-
|
|
-
|
|
(1,750,000)
|
|
|
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
-
|
|
-
|
|
-
|
|
Proceeds of issue of new
shares
|
-
|
|
-
|
|
2,000,000
|
|
Finance expenses
|
-
|
|
(81,482)
|
|
-
|
|
Receipts from loans
|
-
|
|
2,272,044
|
|
4,253,116
|
|
Net
cash inflow used in financing activities
|
-
|
|
2,190,562
|
|
6,253,116
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and
cash equivalents
|
(527,011)
|
|
374,548
|
|
470,062
|
|
Cash and cash equivalents at start
of period
|
829,115
|
|
359,053
|
|
359,053
|
|
Cash and cash equivalents at end of
period
|
302,104
|
|
733,601
|
|
829,115
|
NOTES TO THE UNAUDITED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE
2024
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 [20]
September 2024. The auditor's report on the year ended 31
December 2023 financial statements was unqualified, though it made
reference, by way of emphasis, to a material uncertainty in
relation to going concern, and an emphasis
of matter related to impairment of other intangible
assets. The year ended 31 December
2023 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 2023.
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 2024. 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 2023. 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 2023, where a
detailed explanation of such risks and uncertainties can be
found.
Going concern
The Group reported a net loss of
€0.3 million for the six months ended 30 June 2024, although a
positive cash flow from operations, before working capital
adjustments, of €0.2 million.
Whilst trading during the first six
months of 2024 was in line with the Board's expectations and shows
a significant improvement from 2023, the Company still shows a
negative working capital position of €0.7 million. Management is
targeting the Group continuing to generate positive cash flow from
operations, before working capital adjustments, during the
remainder of 2024.
However, 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.
Whilst acknowledging this material
uncertainty, the Directors remain confident that they will be able
to continue to expand the Group's operations and continue to
generate a positive operational cash flow going forward, 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 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
ended
30 June
2024
|
|
6 months
ended
30 June 2023
|
|
Year ended
31 December 2023
|
|
|
€
|
|
€
|
|
€
|
|
Earnings
|
|
|
|
|
|
|
Loss for the purpose of basic and
diluted earnings per shares being net result attributable to equity
shareholders
|
(321,954)
|
|
(1,795,019)
|
|
(5,470,603)
|
|
|
|
|
|
|
|
|
Number of shares
|
|
|
|
|
|
|
Weighted average number of ordinary
shares for the purposes of basic earnings per share
|
439,518,227
|
|
282,144,816
|
|
326,123,139
|
|
Weighted average number of dilutive
share options
|
-
|
|
-
|
|
-
|
|
Weighted average number of ordinary
shares for the purposes of diluted earnings per share
|
439,518,227
|
|
282,144,816
|
|
326,123,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share (€)
|
(0.0007)
|
|
(0.0064)
|
|
(0.0168)
|
|
Diluted loss per share
(€)
|
(0.0007)
|
|
(0.0064)
|
|
(0.0168)
|
|
|
|
|
|
|
|
3. Significant
events during the reporting period
On 1 February 2024, the Company
announced that it had completed the restructuring of its casino and
sportsbook operations to an outsourced solution.
On 21 May 2024, the Company
announced that it had entered into a number of fixed fee marketing
agreements, which provide the Company with €200,000 of revenues to
the Group in 2024. Under the terms of these agreements, additional
revenue may be earned for performance based marketing
services.