Company Announcements

Half-year Results

Source: RNS
RNS Number : 0803B
XLMedia PLC
29 September 2022
 

29 September 2022

Shape Description automatically generated with medium confidence

XLMedia PLC

("XLMedia" or the "Group" or the "Company")

 

Results for the six months ended 30 June 2022

 

Significant momentum within the Group's North American sports business

 

XLMedia (AIM: XLM), a leading global digital media group that connects audiences with advertisers, announces the Company's audited results for the six months ended 30 June 2022.

 

Key Highlights

·    North American Sports growing to 68% of revenue, all in regulated markets.

·    Signed major partnership with high quality publisher in Ohio ahead of January 2023 online sports betting launch.

·    Live in 2 new legalised States in the U.S. (New York and Louisiana) and one Canadian Province (Ontario).

·    Further rationalisation of the portfolio enabling focus on primary sites.

·    Stabilisation of the Gaming business.

·    Annualised cash savings of approximately US$5-6 million expected to be realised during 2023.

 

Financial Summary

·    Revenues of US$44.5 million (H1 2021: US$32.2 million).

·    Gross profit of US$20.9 million (H1 2021: US$18.3 million).

·    Adjusted EBITDA(1) of US$10.6 million (H1 2021: US$6.6 million).

·    Reported loss before tax of US$1.7 million (H1 2021: US$0.4 million loss).

·    US$17.7 million in cash and short-term investments as of 30 June 2022.

 

1 Earnings Before interest, Taxes, Depreciation, Amortisation and excluding share-based payments, impairment, and reorganisation costs

 

Operational Summary

 

·    Strong performance from Sports vertical generating first half revenues of US$34 million - 76% of Group revenues (H1 2021: US$11.7 million)

-      New regulated markets opened, notably, the state of New York launched legal online sports betting in January 2022. The Group now operates in 16 states.

-      New media partnership agreements drove revenues of US$20.5 million, (H1 2021: $1.5 million) including amNewYork.

-      The Group's owned (Owned and Operated) portfolio delivered revenue growth of US$9.6 million, up 107%, including ESNY, which was acquired in December 2020.

-      New partnerships signed with Cleveland.com in May 2022 ahead of Ohio's January 2023 launch.

-      New partnership recently signed with MASSlive.com in September 2022 in preparation for Massachusetts' 2023 launch.

-      European Sports vertical delivered a performance that met expectations in H1 2022 with revenues of US$3.8 million (H1 2021: US$5.8 million).

 

·    Gaming revenues stabilising at US$8.4 million (H1 2021: US$12.5 million)

-      Gaming revenues (Casino and Bingo), as expected, continue to trade below historical levels while remaining a high margin vertical for the Group.

-      Following a major portfolio consolidation, Gaming activities will now focus on four leader brands, and seven brands in total.

-      The division's cost base has been downsized to reflect its reduced scale.

 

·    Operations and infrastructure initiatives gathering momentum

-      Key new leadership in the business brings deep expertise across the media and gaming sectors

Marcus Rich - Chair (appointed 31 March 2022);

David King - CEO (appointed 1 July 2022);

Caroline Ackroyd - CFO (appointed 21 March 2022);

Karen Tyrrell - Chief People and Operations Officer (appointed 1 September 2022)

-      The Group continues its focus on talent acquisition to match the new and changing mix of the business. 

-      The operational reset is largely completed.  Annualised full year savings of some US$5-6 million are expected in 2023, of which approximately US$4 million is expected to be realised during 2022. The Group will continue to look for and invest in further cost and operational efficiencies.

-      The Tech team has made significant progress in upgrading site infrastructure and enhancing security while commencing the roll out of the new content management system ("CMS"), which will continue into 2023.

-      Work continues to integrate acquisitions, including supporting the business with SEO specialist advice from our inhouse Blueclaw SEO team.

 

Outlook

 

·    During H1 2022, the Group has delivered on its strategy to make a shift towards sports betting in regulated markets, a revenue stream that is predicted to show strong growth in the medium term.

·    US sports betting revenues currently remain in line with management expectations for the full year, having benefited in H1 from the additional marketing investment made by its customers during the New York state launch. Major new state launches typically see an increase in marketing activity, creating a significant revenue upside for the Group, before settling into a more normalised rhythm.

·    The Gaming business performance is tracking in line with expectations and the Group is on course to deliver cost savings of some US$4 million in the year.

·    Following the impact of Google's Your Money Your Life ("YMYL") requirements on the Personal Finance division, the strategic decision was taken to replatform the business and renew its content.  Revenue recovery is taking significantly longer than planned and revenue of the Personal Finance business is now expected to be approximately US$1.5 million for the full year, resulting in a move from profit to loss of approximately US$1-2 million which will negatively impact the Group's full year performance.

 

As a result, the Group expects full year Adjusted EBITDA to be broadly in line with the prior year, returning to growth in 2023.

 

David King, Chief Executive Officer of XLMedia, commented:

 

"Refocusing the business towards the rapidly growing US online sports betting market, managing the reduction in Personal Finance, while stabilising the Gaming vertical, alongside rightsizing the Group's cost base, remains a key priority to ensuring new XLMedia is well placed for further growth.

 

"Having recently joined, I look forward to updating all our stakeholders on our progress."

 

This announcement contains inside information for the purposes of the UK version of Article 7 of Regulation (EU) 596/2014 ("MAR").

 

Analyst and Institutional investor webcast

 

A presentation webcast and live Q&A conference call for analysts and institutional investors will take place at 9.00 a.m. BST on the day of publication 29 September 2022, and a webcast of the presentation will be available on the Company's website at:

https://www.xlmedia.com/investors/webcasts/

 

To register for this event, please go to:

https://secure.emincote.com/client/xlmedia/2022-interim-results

 

Retail investor webcast

 

Management will also be hosting a presentation for retail investors in relation to the Company's results on Monday, 3 October 2022 at 2.30 p.m. BST.

 

The presentation will be hosted on the Investor Meet Company ("IMC") digital platform. Investors can sign-up for free and request to meet XLMedia via:

https://www.investormeetcompany.com/xlmedia-plc/register-investor

 

Investors who already follow XLMedia on this platform will automatically be invited.

 

For further information, please contact:

 

XLMedia plc

David King, Chief Executive Officer

Caroline Ackroyd, Chief Financial Officer

www.xlmedia.com

 

 

ir@xlmedia.com

via Vigo Consulting

Vigo Consulting

Jeremy Garcia / Kendall Hill

www.vigoconsulting.com

 

Tel: 020 7390 0233

Cenkos Securities plc (Nomad and Joint Broker)

Giles Balleny / Max Gould

www.cenkos.com

 

Tel: 020 7397 8900

Berenberg (Joint Broker)

Mark Whitmore / Richard Andrews / Jack Botros

www.berenberg.com

Tel: 020 3207 7800

 

About XLMedia:

 

XLMedia (AIM: XLM) is a leading global digital media company that creates compelling content for highly engaged audiences and connects them to relevant advertisers.

 

The Group manages a portfolio of premium brands with a primary emphasis on Sports and Gaming in regulated markets. XLMedia brands are designed to reach passionate people with the right content at the right time.

 

 

 

Chief Executive Review

 

Introduction

 

We are able to report a strong six months of trading across H1 2022, which represents the next phase in the Company's development, with revenues up 38% to US$44.5 million (H1 2021: US$32.2 million) and adjusted EBITDA up 60% to US$10.6 million (H1 2021: US$6.6 million) in the period.

 

This solid performance has been largely driven by our North American sports business which now represents 68% of revenue at US$30.2 million, driven entirely from regulated markets. Performance has been underpinned by the expansion of regulation in the US including New York, now legalised, while also securing major partnerships with high quality publishers during the period.

 

Elsewhere across the business, we continue to rationalise our existing online portfolio, enabling our team to focus on our marquee sites (for example, Freebets.com and Caziwoo.com). As a result, the Group will successfully deliver in year savings of approximately US$4 million.

 

In H1 2022, we acquired 116,000 real money players ("RMPs") which is defined as first time depositing and post initial depositing customers.

 

We remain focused on implementing our existing strategic priorities including:

 

·    Targeting regulated territories to deliver new revenue while reducing the risk of disruption.

·    Focussing on high growth Sports and Gaming verticals by building on the Group's strong relationships with leading operators.

·    Expanding the Media Partnership Business ("MPB") leveraging internal skills and experience.

·    Prioritising North America Sports market in order to capitalise on US trajectory.

·    Investing behind some 20 marquee brands to enhance quality and engagement.

 

Divisional Summary

 

Sports

 

The Group delivered a strong performance from its Sports vertical, generating revenues of US$34.0 million (H1 2022: US$11.7 million, up 191%). Our sports business now accounts for 76% of Group revenues, of which 68% comes from the US, highlighting the strategic importance of this high growth, regulated market.

 

We are now active in 16 states, including New York, Louisiana and Kansas. A state launch offers an immediate spike in registrations as betting enthusiasts take advantage of legalisation. Building local partnerships enables us to maximise the opportunity offered by new state launches, working with the partner to connect their sports audience with advertisers. In particular, we benefited from working with our partner amNewYork to maximise new revenue when New York went live, coupled with the annual uplift from the Super Bowl.

 

Partners will typically be either high quality regional publishers with loyal audiences, or sports focussed speciality sites with highly engaged fandoms. This complements the Group's Owned and Operated national footprint provided by Sports Betting Dime ("SBD"), and the Group's Owned and Operated regional fandom sites including Saturday Down South and Elite Sports NY. Our content is written by local sports experts who are themselves fans, writing for local sports fans, which builds trust and return visits, which in turn allows us to grow our audience and connect them with relevant advertisers.

 

The Group's Owned and Operated portfolio delivered revenue of approximately US$9.6 million in the period.

 

Since the end of the period, we have extended our partnership with Cleveland.com, and signed new agreements with Advance Local to work with MASSLive.com ahead of both Ohio launching in January 2023 and Massachusetts at some point in 2023. 

 

Our European Sports vertical, which includes Freebets.com, generated H1 revenues of US$3.8 million (H1 2021: US$5.8 million). Our Freebets site is in the process of being refreshed, having been re-platformed, and is now rebuilding its content to ready it for growth.

 

Gaming

 

Our Gaming vertical, which includes both casino and bingo assets (currently largely in Europe) traded in line with management's targets, generating revenue of US$8.4 million (H1 2021: US$12.5 million).

 

These assets, despite trading below historic levels, remain a high margin vertical for the Group and remain part of our strategic plans.

 

Following a major reduction in the number of websites operated by the Group, Gaming activities will now have seven brands in total with a focus on four leader brands, Caziwoo, Casino.se, Nettikasinot and Whichbingo.

 

This represents a significant departure from how this division was managed previously. The focus will now be on quality, not quantity. The division's cost base has been downsized to reflect the reduced scale and prominence of these assets.

 

Nettikasinot is our Finnish language site with revenues of US$2 million in the period and remains our largest site in the Nordic market. We will continue to monitor potential changes to the monopoly in Finland and remain cautious regarding incremental growth opportunities within the European portfolio.

 

Other Activities

 

Other external revenues, largely comprised of the Group's SEO agency Blueclaw, its affiliate partnership network Reef Media and the Personal Finance business totalled US$2.1 million (H1 2021: US$8.0 million) in the period.

 

Personal Finance, which is now a marginal activity, delivered revenues of US$ 0.8 million (H1 2021 US$6.6 million), only 2% of Group revenues. The decline in revenue has significantly impacted the Group's revenue and profit performance during the period. Following the move of the business from Israel to the US, the focus of the team has been to commence the migration of the sites to a new platform, refresh the content to meet Google's YMYL* parameters and prioritising two of our premium brands, Moneyunder30 and InvestorJunkie.

 

In line with the original acquisition plan, Blueclaw will prioritise optimising the SEO around the Group's Owned and Operated sites. We will also provide services to a small number of clients.

 

*From Google's Search Quality Evaluator Guidelines: Some topics have a high risk of harm because content about these topics could significantly impact the health, financial stability, or safety of people, or the welfare or well-being of society. We call these topics "Your Money Your Life" or YMYL.

 

Operations and infrastructure

 

The period saw a significant number of staff reductions as part of the transformation program, including changes in Personal Finance and Technology, as well as, downsizing the Gaming infrastructure.

 

The transformation program referred to above, is largely completed. Part year savings will be delivered in the year, while our estimates of annualised cash savings remain at some US$5-6 million in FY 2023.

 

Following the appointment of the new CFO, Caroline Ackroyd, and the new Chair, Marcus Rich, I joined the Group as CEO in July and on 1 September our new Chief People and Operation Officer, Karen Tyrrell joined the leadership team. Like Caroline, Karen also has substantial gaming sector experience.

 

Summary

 

The Group is now focused on implementing its existing strategy as we seek to leverage our footprint in Sports and Gaming.

 

Our growing exposure to the US Sports arena is now in a position to capitalise on the US sports betting market. The Group also continues to look for new partners and opportunities to develop its Owned and Operated assets in preparation for the legalisation of further US states in the near term.

 

The Board and I are committed to driving the business forward and providing reporting and transparency. In addition, we have launched a new corporate website providing further information and insight to investors and other interested parties.

 

David King

Chief Executive Officer

29 September 2022

 

 

 

Financial Review

 

$'000

H1 2022

H1 2021

Change

Revenues

44,528

32,218

38%

Gross profit

20,878

18,260

14%

Operating expenses

(20,874)

(18,833)

11%

Operating profit / (loss)

4

(573)

n/m

Adjusted EBITDA1

10,561

6,600

60%

Profit / (loss) for the period

504

(82)

n/m

 

1 Earnings Before interest, Taxes, Depreciation, Amortisation and excluding share-based payments, impairment, and reorganisation costs

N/m = not meaningful

 

Reconciliation of profit / (loss) for the period with Adjusted EBITDA

$'000

 H1 2022

 H1 2021

 Change

Profit / (loss) for the period

                    504

                   (82)

 n/m

Add back:




Net finance costs / (income)2

                1,731

                   (35)

 n/m

Other income

                   (33)

                   (99)

-67%

Income tax benefit

             (2,198)

                (357)

 n/m

Depreciation and amortisation

                3,600

                3,587

 0%

Impairment relating to Personal Finance

                3,486

                         -

 n/m

Share-based payments

                    509

                    520

-2%

Acquisition integration costs & Transformation Costs

                2,962

                3,066

-3%

Adjusted EBITDA

              10,561

                6,600

60%

 

2 Net finance costs / (income) is comprised of finance income, finance expense and foreign exchange gains / (losses).

 

XLMedia revenues in H1 2022 totalled US$44.5 million (H1 2021: $32.2 million), an increase of 38% compared to the previous year, primarily driven by growth in North America sports following the integration of our strategic acquisitions.

 

In H1, the Company generated US$30.2 million of revenue in North America sports which included US$20.5 million of revenue from media partnerships and $9.6m from the Group's Owned & Operated ("O&O") websites.

 

European Sports revenue has declined overall from US$5.8 million to US$3.8 million, largely due to websites no longer in operation and which were cost prohibitive to continue operating along with a declining Finnish asset. The Group's UK focused assets have grown year on year by 7% in a market which is mature and impacted by regulatory headwinds.

 

Personal Finance, Blueclaw and Reef Media revenues were less than 5% of overall revenue.

 

The Group's gross profit for H1 2022 was US$20.9 million and gross margin was 47% (H1 2021: US$18.3 million, 57% gross margin). The 14% increase in gross profit was driven by the increase in revenue discussed above. The reduction in gross margin year over year was largely due to the change in revenue mix towards North America sports - in particular, due to the increase in revenue from media partnerships which have a lower gross margin as revenue is paid to media partners for accessing their audience. Gross profit is calculated as revenue less the costs associated with generating revenue*.

 

 

*Cost of revenue includes direct costs, marketing cost, Media Partnership Business revenue share, and people costs. Note, these costs are also identified and associated with operating, sales and marketing expenses as defined in the interim condensed consolidated financial statements.

 

Operating expenses for H1 2022 were US$20.9 million (H1 2021: US$18.8 million). This increase was driven by the impairment relating to Personal Finance of US$3.5 million, partially offset by cost savings relating to the re-platforming and relocation of roles from Israel to Cyprus, UK and US.

 

Largely as a result of the increase in revenue year over year, Adjusted EBITDA for H1 2021 was US$10.6 million (H1 2021: US$6.6 million), an increase of 60% on the previous year.

 

Net financing costs for H1 2022 was US$0.25 million (H1 2020: US$0.04 million, income).

 

In H1 2022 the Group recorded transformation costs of US$3.0 million due to the continuation of the restructuring plan of the Group, as well as integration activity relating to prior acquisitions (H1 2021: US$3.1 million).

 

As at 30 June 2022, the Company had US$17.7 million in cash and short-term investments (31 December 2021: US$24.6 million). The change in cash reflects US$11.0 million generated by operating activities, offset by US$5.6 million used for investment activity and US$10.1 million used in financing activities. Short-term investments reduced by US$0.6 million and the Company reported an out flow for net foreign exchange differences of US$1.6 million. The Group has made payments of US$13 million in respect of deferred consideration and earn-out payments in relation to its North America sports acquisitions in the period.

 

Current assets as at 30 June 2022 were US$27.4 million (31 December 2021: US$39.4 million). The decrease in current assets was predominantly because of the decrease in cash and cash-equivalents mentioned above as well as the seasonal decrease in Trade Receivables.

 

Non-current assets as at 30 June 2022 were US$121.9 million (31 December 2021: US$123.0 million). The decrease in non-current assets is primarily due to the $3.4m impairment of Personal Finance assets.

 

Current liabilities as at 30 June 2022 were US$28.7 million (31 December 2021: US$42.1 million). The decrease in current liabilities was predominantly due to payments of deferred consideration relating to prior acquisitions and a release of prior period income tax provisions.

 

Non-current liabilities as at 30 June 2022 were US$10.7 million (31 December 2020: US$11.2 million).

Total equity as at 30 June 2022 was US$109.9 million or 73% of total assets (31 December 2021: US$109.2 million or 67% of total assets).

 

The first half of 2022 was a period of continued progress for the Group, cementing our position in the fast-growing US market and with key media partnerships secured ahead of the launch of Ohio and potentially Massachusetts in 2023. The project to restructure the Group is progressing well with a right-sized cost base and integration of the strategic acquisitions largely complete.

 

Caroline Ackroyd

Chief Financial Officer

29 September 2022

 

 


 

 

XLMEDIA PLC

 

Interim Condensed Consolidated Financial Statements as at 30 June 2022

 

 

Report on Review of Interim Condensed Consolidated Financial Statements

2

Unaudited Consolidated Financial Statements:

 

      Consolidated statements of financial position

3

      Consolidated statements of profit or loss and other comprehensive income

4

      Consolidated statements of changes in equity

5

      Consolidated statements of cash flows

6

Notes to the Interim Condensed Consolidated Financial Statements

8

 

 

- - - - - - - - - - -

 

 

Text Box: Kost Forer Gabbay & Kasierer 144 Menachem Begin Road, Building A Tel-Aviv 6492102, Israel Tel: +972-3-6232525 Fax: +972-3-5622555 ey.com

 

 








Report on review of interim financial information

The Board of Directors

XLMedia PLC

 

Introduction

 

We have reviewed the accompanying interim condensed consolidated financial statements of XLMedia PLC. and its subsidiaries ("the Group") as at 30 June 2022 which comprise the interim consolidated statement of financial position as at 30 June 2022 and the related interim consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the six months then ended and explanatory notes. Management is responsible for the preparation and presentation of this interim financial information in accordance with IAS 34, "Interim Financial Reporting ("IAS 34") as adopted by the European Union. Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 as adopted by the European Union.

 

 

 

 

 

 

 

Tel-Aviv, Israel

KOST FORER GABBAY & KASIERER

                                , 2022

A Member of Ernst & Young Global


Consolidated statements of financial position





 

 




30 June


30 June

 

31 December



2022


2021

 

2021



$000


$000

 

$000

Assets


Unaudited


Unaudited


Audited

Non-current assets




 



Intangible assets and goodwill


118,955


90,702


120,284

Property and equipment


2,616


6,914


2,401

Other financial assets


221


-

 

-

Other assets


-


371

 

247

Long-term deposits


75


1,525


83



121,867


99,512

 

123,015

Current assets


 


 



Short-term deposits


1,601


870


2,158

Trade receivables


5,787


5,536


8,701

Other receivables


3,863


6,101


6,119

Cash and cash equivalents


16,131


36,061


22,437



27,382


48,568


39,415

Total assets


149,249


148,080


162,430

 


 


 



Equity and liabilities


 





Equity


 


 



Share capital


*)   -


*)   -


*)   -

Share premium


122,071


121,828


  122,071

Capital reserve


146


262


14

Accumulated deficit


(12,365)


(18,592)


(12,869)

Total equity


109,852


103,498


109,216

 


 





Non-current liabilities


 





Lease liabilities


1,202


4,723


1,242

Deferred taxes


1,338


1,607


1,372

Deferred consideration


7,795


3,614


7,737

Contingent consideration


401


-


808



10,736


9,944


11,159

Current liabilities


 





Trade payables


2,540


2,134


2,333

Deferred consideration


8,897


9,875


18,401

Consideration payable on intangible assets


3,000

 

-


3,000

Other liabilities and accounts payable


6,162


9,914


7,820

Income tax provision


7,725


11,349


10,190

Current maturities of lease liabilities


337


1,366


311



28,661


34,638


42,055

Total liabilities


39,397


44,582


53,214

Total equity and liabilities


149,249


148,080


162,430

*) Less than $1,000.

The accompanying notes are an integral part of the interim condensed consolidated financial statements.





 

 

 



Date of approval of the


Marcus Rich


David King


Caroline Ackroyd

financial statements


Chairman of the Board of Directors


Chief Executive Officer


Chief Financial Officer

 

Consolidated statements of profit or loss and other comprehensive income



 

 

 



Six months ended 30 June


Six months ended 30 June

 

Year ended 31 December



2022


2021

 

2021



$000


$000


$000



Unaudited

 

Unaudited


Audited




 

 



Revenue


44,528


32,218


66,487

Expenses:



 

 



   Operating


(21,269)


(21,902)


(40,740)

   Sales and marketing


(16,169)

 

(7,302)


(14,837)

   Depreciation, amortisation and impairment


(7,086)


(3,587)


(6,970)

Operating profit / (loss)


4

 

(573)


3,940



 





Finance expenses


(1,733)


(221)


(549)

Finance income


2


256


306

Other income


33


99


318

Profit / (loss) before taxes on income


(1,694)


(439)


4,015

 


 





Income tax benefit


2,198


357


1,626

Profit / (loss) for the period


504


(82)


5,641




 

 



Other comprehensive expense



 

 



Exchange loss arising on translation of foreign operations


(377)

 

-


(16)

Total comprehensive income / (expense)


127


(82)


5,625



 





Profit / (loss) for the period attributable to:


 





Equity owners of the Company


504


(82)


5,641



504


(82)

 

5,641



 





Total comprehensive income / (expense) attributable to:


 





Equity owners of the Company


127


(82)


5,625



127


(82)


5,625



 





Earnings per share attributable to equity holders of the Company:


 





Basic and diluted earnings per share (in $)


*( -


*( -


0.02

*) Lower than $0.01

 

See note 1c with respect to the presentation for the six months ended 30 June 2021.

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.


Consolidated statements of changes in equity


Share

capital

 

Share premium

 

Capital reserve from share-based transactions

 

Capital reserve from the translation of a foreign operation

 

 

Capital reserve from transactions with non-controlling interests

 

Accumulated deficit

 

Total equity attributable to owners of the Company


$000

 

$000

 

$000

 

$000

 

$000

 

$000

 

$000


 

 

 

 

 

 

 

 

 

 

 

 

 

As at 1 January 2022

*)   -


122,071


2,656


(16)


(2,626)


(12,869)


109,216















Profit for the period

-


-


-


-


-


504


504

Other comprehensive expense

-


-


-


(377)


-


-


(377)

Total comprehensive income (expense)

-


-


-


(377)


-


504


127















Cost of share-based payment

-


-


509


-


-


-


509

As at 30 June 2022 (unaudited)

*)   -

 

 

3,165

 

(393)

 

(2,626)

 

(12,365)

 

109,852















As at 1 January 2021

*)   -


86,022


2,368


-


(2,626)


(18,510)


67,254

Loss for the period

-


-


-


-


-


(82)


(82)

Cost of share-based payment

-


-


520


-


-


-


520

Share capital issuance

*)   -


35,806


-


-


-


-


35,806

As at 30 June 2021 (unaudited)

*)   -

 

121,828

 

2,888

 

-

 

(2,626)

 

(18,592)

 

103,498















As at 1 January 2021

*)   -


86,022


2,368


-


(2,626)


(18,510)


67,254


 













Profit for the year

-


-


-


-


-


5,641


5,641

Other comprehensive expense

-


-


-


(16)


-


-


(16)

Total comprehensive income

-


-


-


(16)


-


5,641


5,625


 













Cost of share-based payment

-


-


520


-


-


-


520

Share capital issuance

*)   -


35,806


-


-


-


-


35,806

Exercise of option

*)   -


243


(232)


-


-


-


11

As at 31 December 2021 (audited)

*)   -


122,071

 

2,656

 

(16)

 

(2,626)

 

(12,869)

 

109,216

*) Less than $1,000.

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.


Consolidated statements of cash flows



Six months ended 30 June

 

Six months ended 30 June

 

Year ended 31 December



2022

 

2021

 

2021



$000

 

$000

 

$000



Unaudited

 

Unaudited

 

Audited

Operating activities







Profit (loss)  for the period


504


(82)


5,641

Adjustments to reconcile profit for the period to net cash flows:







   Depreciation, amortisation and impairment


7,086


3,587


6,970

   Finance expense / (income), net


257


(497)


(76)

   Loss on disposal of fixed assets


227


-


-

   Other income


-


-


(437)

   Cost of share-based payment


509


520


520

   Income tax benefit


(2,198)


(357)


(1,626)

   Exchange differences on balances of cash and cash equivalents


1,477


82


246

Working capital changes:


 





   Decrease / (increase) in trade receivables


2,914


256


(2,672)

   Decrease in other receivables


598


211


647

   Increase in trade payables


207


134


313

   (Decrease) / increase in other liabilities and accounts payable


 

(1,959)


 

56


 

(1,681)



9,622


3,910


7,845

Interest paid


(257)


(38)


(76)

Interest received


-


2


3

Income tax paid


-


(255)


(572)

Income tax received


1,684


60


48

Net cash flows from operating activities


11,049


3,679


7,248

 


 





Investing activities


 





Proceeds on disposal of property and equipment


19


-


-

Purchase of property and equipment


(331)


(809)


(1,118)

Acquisition of and additions to domains, websites and other intangible assets


(3,000)


 

(11,871)


 

(23,127)

Acquisition of and additions to systems, software and licenses


(2,892)


(3,125)


(7,718)

Acquisition of subsidiary, net of cash acquired


-


-


 (395)

Short-term and long-term deposits, net


565


289


507

Net cash flows used in investing activities


(5,639)


(15,516)


(31,851)

 







Financing activities







Share capital issuance


-


35,806


35,806

Proceeds from exercise of share options


-


-


11

Payment of principal portion of lease liabilities


(246)


(474)


(1,163)

Payment of deferred consideration


(9,853)


-


-

Net cash flows (used in) / from financing activities


(10,099)


35,332


34,654

Net (decrease) / increase in cash and cash equivalents


(4,689)


23,495


10,051

Net foreign exchange difference


(1,617)


(82)


(262)

Cash and cash equivalents at 1 January


22,437


12,648


12,648

Cash and cash equivalents at 30 June / 31 December


16,131


36,061


22,437

 

Consolidated statements of cash flows



Six months ended 30 June

 

Six months ended 30 June

 

Year ended 31 December



2022

 

2021

 

2021



$000

 

$000

 

$000



Unaudited

 

Unaudited

 

Audited



 

 


 




 

 


 


Significant non-cash transactions:


 





Deferred consideration payable on acquisition of and additions to domains, websites and other intangible


3,000


15,299


 

28,113

Right-of-use asset recognized with corresponding lease liabilities


347


5,991


2,460



 

 


 


 

The accompanying notes are an integral part of the condensed consolidated financial statements.

               

 

Notes to the consolidated financial statements

1. General

 

a.  Corporate information

 

XLMedia PLC ("the Company") is a leading global digital media company listed on the London Stock Exchange Alternative Investment Market (AIM) since March 2014. The Company was incorporated in Jersey and commenced its operations in 2012. The Company's registered office is in 12 Castle Street St. Helier Jersey, JE2 3RT. XLMedia PLC and its consolidated subsidiaries ("the Group") owns and operates 20 premium branded marquee websites across various sectors, including Sports, Casino and Personal Finance. Headquartered in the United Kingdom, with a significant presence in the United States. The Company has a long track record of success in digital media and performance marketing, working with some of the world's largest advertisers. XLMedia PLC is focused on regulated, high growth markets. 

 

b.  Definitions

 

In these financial statements

GBP

-

British Pound Sterling

IFRS

-

International Financial Reporting Standards as adopted by the European Union

Subsidiaries

-

Entities controlled (as defined in IFRS 10) by the Company and whose accounts are consolidated with those of the Company. For a list of the main subsidiaries, see Note 21 to the Company's annual financial statements as of 31 December 2021

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

 

c. Significant changes

 

The Company elected in the 2021 annual financial statements to change the presentation of its expenses in its consolidated statement of profit or loss from a classification based on function to classification based on the nature of expense. Group management believes that this presentation provides reliable and more relevant information because due to a change in the operating model of the Group, the new presentation provides greater clarity and insight into the major categories of expenses and the key cost drivers of the Company's business. This change has been applied retrospectively to the prior year's interim comparative information.

 

2. Significant accounting policies

a. Basis of presentation of the interim condensed consolidated financial statements

 

These financial statements have been prepared in a condensed format as of 30 June 2022, and for the six months then ended ("interim consolidated financial statements"). These financial statements should be read in conjunction with the Company's annual financial statements as of 31 December 2021, and for the year then ended and accompanying notes ("annual consolidated financial statements").

 

The interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the European Union.

 

 

2. Significant accounting policies (continued)

b. The initial adoption of amendments to existing financial reporting and accounting standards:

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2021, except for the adoption of new standards effective as of 1 January 2022. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

 

Several amendments apply for the first time in 2022, but do not have an impact on the interim condensed consolidated financial statements of the Group.

 

3. Supplementary information

a. New real estate lease agreement:

In February 2022, the Company signed one new real estate lease agreement. The lease's commencement date is 1 June 2022. The impact for 2022 is an increase of approximately $0.35 million in right-of-use assets and a corresponding increase in lease liabilities.

 

b. Grant of Performance Stock Units:

 

In May 2022, the Company granted, 762,712, 1,060,484, and 644,068 Performance Stock Units ("PSUs") to the CFO, CGO, and CIO respectively. The award will vest on the third anniversary of the grant date if and to the extent that the performance target will be satisfied.

 

The PSU award is a contingent right to acquire shares for no consideration. It is subject to a three-year performance period, with vesting subject to the achievement of performance measured by reference to total shareholder return over the performance period as compared to the FTSE AIM 100, followed by a two-year holding period.

 

The following table specifies the inputs used for the fair value measurement using the Monte Carlo simulation:



2022



May PSU

Dividend yield (%)


-

Expected volatility of the share price (%)


78.91

Risk-free interest rate (%)


2.72%

Expected life of share options (years)


3

Share price (GBX)


29.5

 

The total fair value was calculated at $179 thousand at the grant date which will be recognised on a straight line basis over the vesting period.

 

c. New appointments:

 

·    In February 2022, the Company announced that Christopher Bell, Non-Executive Chair, has stepped down from the board of directors of the Company. In March 2022, the Company announced the appointment of Marcus Rich as Non-Executive Chair with immediate effect. Marcus will also be a member of the Audit, Remuneration, and Risk Committees.

3. Supplementary information (continued)

c. New appointments (continued):

 

·    In March 2022, the Company announced that Caroline Ackroyd has joined the Company as Chief Financial Officer and as a member of the Board of Directors with immediate effect.

 

·    In May 2022, the Company announced the appointment of David King as Chief Executive Officer and as a member of the Board of Directors. He joined the Group on 1 July 2022.

 

d. Personal Finance Cash Generating Unit ("CGU") impairment:

 

As a result of a decline in results due to the need to replace aging technology, re-evaluate marketing tactics and align with best practice, the Company recorded an impairment loss to the Personal Finance CGU for the amount of $3,486 thousands, which is included in the statement of profit or loss. The management and production teams are now based within the Group's US division, and the Personal Finance vertical is focussed on completing the redesign and re-platforming of its primary websites, with the objective of improving site performance and enhancing the consumer experience and stabilising revenues.

 

Due to the change in market interest rates the Company assessed all other CGU's for impairment. The result of this assessment indicated that no other impairment is required as at 30 June 2022.

 

The pre-tax discount rate applied to the cash flow projection is 17.7% and the terminal growth rate is 3%.

 

The key assumptions used in calculating the value in use:

 

Revenues and operational profit: the revenues and the profit rate assumptions are based on management expectations and forecasts for the coming year and the management's forecasted cash flows for the

following three years. These forecasts included an evaluation of factors which could adversely affect revenues and profitability.

 

Discount rate: the discount rate reflects management's assumptions regarding the Group's specific risk premium.

 

Terminal growth rate: the terminal growth rate applied for the period beyond the four-year forecasted period is based on the long-term average growth rate as customary in similar industries.

 

Sensitivity analyses of changes in assumptions:

With respect to the assumptions used in determining the value in use, management believes that a significant change in key assumptions, in particular, an increase in the Weighted Average Cost of Capital and a decrease in EBITDA margin, would result in a further impairment of the intangible assets.

 

e. Other financial assets:

 

On 28 February 2022 the Company converted a Loan receivable from Xineoh Technologies Inc. with a carrying amount of  $221 thousands to shares giving the Company a 2.6% stake in ordinary shares with no special rights. The Company elected to designate the equity investment as at Fair Value through Other Comprehensive Income ("FVTOCI"). The Company believes there was no material change in the fair value of the equity investment since its recognition.

 

3. Supplementary information (continued)

f. Deferred and contingent consideration:

In 2021, the Company acquired domains and websites, including Sports Betting Dime and Saturday Football inc. and accounted for these as an asset acquisition since substantially all of the fair value of the intangible assets acquired was in a group of similar identifiable assets. The Company recognises a liability for the intangible assets acquired for contingent consideration only when there is sufficient certainty that the liability will be settled. The acquisition cost included deferred consideration with a remaining balance as of 30 June 2022 of $15.47 million which is payable in the period of 2022-2024.

 

Also, in September 2021, the Company acquired 100% of the ordinary share capital of Blueclaw, part of the amount of purchase consideration included cash consideration paid on completion, deferred consideration payable in September 2022 and further contingent consideration payable.

 

g. Sales and marketing

 

The increase in sales and marketing expenses was largely due to the change in revenue mix towards North America Sports and the performance from media partnerships which have a lower gross margin as revenue is paid to media partners for accessing their audience.

 

4. Revenue and operating segments

 

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.

 

Geographic information

 


 

Six months ended 30 June


Six months ended 30 June


Year ended 31 December


 

2022


2021


2021


 

$000


$000


$000


 

Unaudited


Unaudited


Audited


 

 





North America

 

31,465


13,581


32,489

Scandinavia 

 

6,858


8,876


17,634

Other European countries

 

4,384


7,800


12,621

Oceania

 

353


352


834

Other countries

 

-


35


80

Total revenues from identified locations 

 

43,060


30,644


63,658

Revenues from unidentified locations

 

1,468


1,574


2,829

 

 

44,528


32,218


66,487

 

 

 

 

4. Revenue and operating segments (continued)

 

Revenues by vertical

 


Six months ended 30 June

 

Six months ended 30 June

 

 Year ended 31 December


2022

 

2021


2021


$000

 

$000


$000


Unaudited

 

Unaudited


Audited


 

 

 



Casino

8,403

 

12,490


23,216

Sports U.S.

9,620

 

4,642


15,202

Sports Europe

3,866

 

7,059


9,528

Third Party Network Activity

21,386

 

1,458


9,367

Blueclaw

421

 

-


454

Personal Finance

832

 

6,569


8,720

 

44,528

 

32,218


66,487

 

 

 

 



 

5. Subsequent events

In August 2022, the Company announced that it granted share awards over a total of 833,333 ordinary shares in aggregate in the Company under the XLMedia 2020 Global Share Incentive Plan (the "Awards"). The Awards represent 0.31% of the currently issued share capital of the Company. The Awards are contingent rights to acquire shares for no consideration. The Awards are subject to a three-year performance period, with vesting subject to the achievement of performance measured by reference to total shareholder return over the performance period as compared to the FTSE AIM 100, followed by a two-year holding period.

 

 

 

 

 

 

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