TIDMB90
RNS Number : 4814S
B90 Holdings PLC
17 March 2021
17 March 2021
B90 Holdings plc
("B90", the "Company" or "Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHSED 30 JUNE 2020
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 2020.
Financial overview
-- Revenues decreased to EUR321,000 (H1 2019: EUR520,000),
primarily due to the impact of the COVID-19 pandemic, which caused
cancelation of the vast majority of sporting events globally.
-- Net loss after tax amounted to EUR1.0 million (H1 2019: EUR1.0 million)
-- Completed raising of EUR515,000 through the issue of
convertible loan notes during the period to provide working
capital
- Raised a further EUR450,000 in September 2020, EUR700,000 in
December 2020 and EUR1,847,000 in March 2021, each in the form of a
convertible loan
Operational overview
-- Completed the acquisition of the remaining 49% not held by
the Company in Quasar Holdings ltd, which wholly owns Bet90 Sports
Limited, resulting in a full ownership of Bet90 Sports Limited
-- Completed a name change of Veltyco Group plc to B90 Holdings
plc to better reflect the Group's focus on the Bet90 operations
-- Completed internal restructuring of Group to focus on online
sportsbook operations as the main operations
Commenting on the results, Paul Duffen, Executive Chairman, said
: "2020 started as planned, completing the acquisition of 49% of
the issued share capital of our trading subsidiary Bet90 Sports
Ltd, not previously owned by by the Group. This signalled the
opportunity to invest in our core operations and grow the business
in line with our strategy. The timing and impact of COVID-19 was
significant, as almost all sporting events were cancelled globally,
which removed a significant percentage of our betting product and
had a substantial adverse effect on revenues. Operations eventually
restarted in June when the main European football leagues resumed
fixtures. The funds from the EUR1.85m Convertible Loan, announced
today, will enable us to focus on launching new products and
expanding our geographical presence as well as enter into new
marketing agreements for the existing markets."
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation.
For further information please contact:
B90 Holdings plc +44 (0)1624 605 764
Paul Duffen, Chairman
Marcel Noordeloos, Chief Financial Officer
Strand Hanson Limited (Nominated Adviser) +44 (0)20 7409 3494
James Harris / Jack Botros / James Dance
Whitman Howard Ltd (Broker) +44 (0)20 7659 1234
Nick Lovering / Christopher Furness
IFC Advisory (Financial PR & IR) +44 (0)20 3934 6630
Tim Metcalfe / Graham Herring / Zach Cohen
About B90
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 2020, which consolidate the results of B90
Holdings plc ("B90" or the "Company") and its subsidiaries (the
"Group").
Business
As previously communicated, the Group is now focused on the
sportsbook and casino operations of our Bet90 brand, in which we
initially had a 51% interest. After completing the acquisition of
the remaining 49% in January 2020, for consideration of EUR500,000
in cash and 5 million new ordinary shares, we now own 100% of Bet90
and our principal focus is to expand this online operation. At the
same time, the Group has terminated all its landbased Bet90
operations, effective 31 December 2019, which did generate revenue
but was loss-making and had a negative impact on cash flow. The
Group's strategy is to focus and expand the online operations of
Bet90 Sports Ltd.
The impact of the global COVID-19 pandemic was significant due
to the cancellation of the vast majority of sporting events in our
target markets, with restrictions only being partially lifted since
early June in some of the territories. We have seen a slight
recovery in revenues since June, but not yet to the levels of the
months prior to the COVID-19 pandemic. During the period, we were
able to secure further funding of approximately EUR515,000 to
partially offset these losses and provide additional working
capital for the Group.
Financial review and outlook
Revenue for the first six months of 2020 amounted to EUR321,000.
Reported revenue for H1 2019 amounted to EUR520,000.
During the period the Company completed a fundraise to provide
additional working capital, raising EUR515,000 via the
abovementioned unsecured convertible loan note, which has a 3 year
term, a 5% coupon and can be converted into new ordinary shares of
the Company at 5p.
Whilst trading since the end of June 2020 has been in line with
the Board's revised expectations, as set out in its 2019 Accounts,
the Group continues to reduce its operating costs to match the
current operations and the Directors continue to manage the Group's
cash resources carefully. Whilst the Group raised additional funds
by way of the issue of the abovementioned convertible note during
the period, and post the period end, amounting in aggregate to
EUR3.5 million, it remained reliant, inter alia, on being able to
manage its cash resources carefully, continuing to manage its
creditors and trading being in-line with management's
expectations.
Whilst the funds raised today of EUR1,847,000 provide the Group
with additional working capital and further strengthen the balance
sheet, the Group continues to remain reliant on being able to
manage its creditors. Furthermore, should trading not be in-line
with management's expectations going forward, the Group's ability
to meet its liabilities may be further impacted, in which case the
Group will need to raise additional funding. In such
circumstances,whilst the directors are confident of being able to
raise the necessary funding, there is no certainty that such
funding will be available and/or the terms of such funding.
A significant development as part of today's EUR1,847,000
fundraising, is the participation of Ronny Breivik, who contributed
EUR500,000 via a convertible loan, on the terms described above.
Ronny has an impressive track record operating in the online gaming
sector and will be joining the Group in a senior role to oversee
all operations.
As part of our focus on geographic expansion, the Group is in
advanced discussions with regards to engaging Oddsen.nu, the
leading Norwegian online gaming affiliate, to help us grow our
revenues in that territory. A further announcement will be made
with regard to details of this agreement, once it is finalised.
In addition, with the issue of the Convertible Loan today and
receipt of proceeds thereof, the Group is expected to resume
strategic marketing initiatives and partnerships with existing
partners to drive revenue, including potentially launching new
products and entering into new agreements in its existing
markets.
The Board would like to express our thanks to both existing and
new shareholders, who have supported the Group through challenging
times and we look forward to the continued journey together.
Paul J. Duffen
Executive Chairman
16 March 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
UNAUDITED UNAUDITED AUDITED
INCOME STATEMENT Period ended Period ended Year ended
31 December
30 June 2020 30 June 2019 2019
EUR EUR EUR
Revenues 321,089 520,321 1,065,612
Salary expense (501,826) (551,820) (1,347,425)
Marketing and selling expense (180,382) (476,184) (931,978)
General administrative expense (521,216) (415,122) (1,981,041)
Depreciation, amortisation and
impairment expense (51,851) (48,327) (1,181,601)
-------------------------------- ------------- -------------
Total administrative expenses (1,255,275) (1,491,453) (5,442,046)
-------------------------------- ------------- -------------
Operating loss (934,186) (971,132) (4,376,434)
Financial income/(expense) (54,556) (1,606) (26,454)
Loss before tax (988,742) (972,738) (4,402,888)
Taxation - 93,735 104,150
Loss for the period from continuing
operations (988,742) (879,003) (4,298,738)
-------------------------------- ------------- -------------
Discontinued operations
Loss for the period from discontinued
operations - (108,172) (907,418)
Loss and total comprehensive
loss for the period (988,742) (987,175) (5,206,156)
-------------------------------- ------------- -------------
Attributable to:
Equity holders of the Company (973,947) (891,292) (3,799,744)
Non-controlling interests (14,795) (95,883) (1,406,412)
(988,742) (987,175) (5,206,156)
-------------------------------- ------------- -------------
(Loss)/earnings per share attributable to
equity holders of the Company
- Basic (in EUR) (0.0102) (0.0113) (0.0472)
- Diluted (in EUR) (0.0102) (0.0113) (0.0472)
Loss per shares on continuing
operations, attributable to
equity holders of the Company
- Basic (in EUR) (0.0102) (0.0106) (0.0414)
- Diluted (in EUR) (0.0102) (0.0106) (0.0414)
Loss per shares on discontinued
operations, attributable to
equity holders of the Company
- Basic (in EUR) - (0.0007) (0.0058)
- Diluted (in EUR) - (0.0007) (0.0058)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
UNAUDITED UNAUDITED AUDITED
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2020 2019 2019
EUR EUR EUR
Non-current assets
Goodwill 1,410,931 1,410,931 1,410,931
Other intangible
assets 199,711 1,384,217 251,563
Property, plant and
equipment - 619 -
Total non-current
assets 1,610,642 2,795,767 1,662,494
--------------------------- ----------------------------- ---------------------------
Current assets
Trade and other
receivables 16,145 921,613 130,883
Cash and cash
equivalents 311,544 189,975 430,626
Total current assets 327,689 1,111,588 561,509
--------------------------- ----------------------------- ---------------------------
Total assets 1,938,331 3,907,355 2,224,003
--------------------------- ----------------------------- ---------------------------
Equity and
liabilities
Share capital - - -
Additional paid-in
capital 15,466,741 14,644,702 15,162,647
Reverse asset
acquisition reserve (6,046,908) (6,046,908) (6,046,908)
Equity portion
Convertible Bond 236,422 - 149,836
Retained earnings (13,528,027) (6,110,582) (8,910,238)
Equity attributable to
owners
of the parent (3,871,772) 2,487,212 355,337
--------------------------- ----------------------------- ---------------------------
Non-controlling
interests 33,803 (1,507,461) (2,817,990)
Total shareholders'
equity (3,837,969) 979,751 (2,462,653)
--------------------------- ----------------------------- ---------------------------
Non-current
liabilities
Borrowings 1,226,369 528,230 774,891
Total non-current
liabilities 1,226,369 528,230 774,891
--------------------------- ----------------------------- ---------------------------
Current liabilities
Trade and other
payables 4,535,194 2,393,472 3,887,543
Corporate income tax
payable 14,737 5,902 24,222
Total current
liabilities 4,549,931 2,399,374 3,911,765
--------------------------- ----------------------------- ---------------------------
Total equity and
liabilities 1,938,331 3,907,355 2,224,003
--------------------------- ----------------------------- ---------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Other
reserves
Additional Equity portion -
convertible Reverse
Share paid in Loan asset Retained Non-controlling Total
acquisition
capital capital Note reserve earnings Total interest Equity
EUR EUR EUR EUR EUR EUR EUR EUR
Balance as at 1
January
2019 - 14,344,702 - (6,046,908) (5,262,378) 3,035,416 (1,411,578) 1,623,838
---------- ------------ ------------------------------ ------------- -------------- ------------- ---------------- -------------
Profit for the
financial
period - - - - (891,292) (891,292) (95,883) (987,175)
Share based
payments - - - - 43,086 43,086 - 43,086
Issue of share
capital - 300,000 - - - 300,000 - 300,000
Balance as at 30
June
2019 - 14,644,702 - (6,046,908) (6,110,584) 2,487,210 (1,507,461) 979,749
---------- ------------ ------------------------------ ------------- -------------- ------------- ---------------- -------------
Balance as at 1
January
2019 - 14,344,702 - (6,046,908) (5,262,378) 3,035,416 (1,411,578) 1,623,838
---------- ------------ ------------------------------ ------------- -------------- ------------- ---------------- -------------
Profit for the
financial
period - - - - (3,799,744) (3,799,744) (1,406,412) (5,206,156)
Convertible loan
note - - 149,836 - - 149,836 - 149,836
Share based
payments - - - - 151,884 151,884 - 151,884
Issue of share
capital - 817,945 - - - 817,945 - 817,945
Balance as at 31
December
2019 - 15,162,647 149,836 (6,046,908) (8,910,238) 355,337 (2,817,990) (2,462,653)
---------- ------------ ------------------------------ ------------- -------------- ------------- ---------------- -------------
Profit 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)
---------- ------------ ------------------------------ ------------- -------------- ------------- ---------------- -------------
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED UNAUDITED AUDITED
30 June 30 June 31 December
2020 2019 2019
EUR EUR EUR
Cash flows from
operating activities
Operating
(loss)/profit (934,186) (1,079,304) (5,283,852)
Adjustments for:
Share based payments 26,840 43,086 151,884
Depreciation - 619 1,238
Amortisation of
intangibles 51,851 47,706 137,697
Impairment of
intangibles - - 1,042,665
--------------------------------- -------------------------------- ----------------------------------
Cash flow from
operations before
working capital
changes (855,495) (987,893) (3,950,368)
(Increase)/decrease
in trade
and other
receivables 114,740 (67,398) 723,329
(Decrease)/increase
in trade
and other payables 312,146 (585,805) 935,022
--------------------------------- -------------------------------- ----------------------------------
Cash flow from
operations (428,609) (1,641,096) (2,292,017)
Tax (paid)/received - - -
Cash flow from
operating
activities (428,609) (1,641,096) (2,292,017)
--------------------------------- -------------------------------- ----------------------------------
Cash flow from
investing activities
Acquisitions of
intangible assets - - -
Net cash
inflow/(outflow)
from
investing activities - - -
--------------------------------- -------------------------------- ----------------------------------
Cash flow from
financing activities
Acquisitions of Non
controlling
interest (200,000) - -
Interest paid (2,609) - -
Proceeds of issue of
new shares - 300,000 300,000
Receipts from loans 512,136 500,000 1,391,572
Net cash inflow from
financing
activities 309,527 800,000 1,691,572
--------------------------------- -------------------------------- ----------------------------------
Net increase in cash
and cash
equivalents (119,082) (841,096) (600,445)
Cash and cash
equivalents at
start of period 430,626 1,031,071 1,031,071
--------------------------------- -------------------------------- ----------------------------------
Cash and cash
equivalents at
end of period 311,544 189,975 430,626
--------------------------------- -------------------------------- ----------------------------------
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2020
1. Basis of preparation
The 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 interim consolidated financial statements are unaudited, do
not constitute statutory accounts and were approved by the Board of
Directors on 16 March 2021. The auditor's report on the year ended
31 December 2019 financial statements was unqualified, though it
made reference to a material uncertainty in relation to going
concern. The year ended 31 December 2019 Annual Report and
financial statements is available on the Company's website.
The preparation of unaudited 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 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 2019.
The unaudited 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 2019. The accounting policies applied by the Group in
this interim report are the same as those applied by the Group in
the consolidated financial statements for the year ended 31
December 2019.
The principal risks and uncertainties of the Group have not
changed since the last annual financial statements for the year
ended 31 December 2019, where a detailed explanation of such risks
and uncertainties can be found.
Going concern
The Group continued to experience significant operational
difficulties during 2019 after its restructuring in respect to
marketing within the online financial trading and lottery
verticals. As a result, the Company has completed a number of fund
raises from investors during 2020 and in 2021.
As a result of the above, the Group achieved a net loss of
EUR5.2 million for the year ended 31 December 2019. Furthermore,
the Group had a negative cash flow from operations of EUR2.1
million for the year ended 31 December 2019 and the Group has
recorded a further loss for the year ending 31 December 2020,
expected to exceed EUR1.75 million.
Whilst trading during the second half of 2020 has been in line
with the Board's revised expectations, the Group continues to
reduce its operating costs to match the current operations and the
Directors continue to manage the Group's cash resources carefully.
Whilst the Group raised additional funds by way of the issue of
convertible loan note since the 2019 year-end, amounting in
aggregate to EUR4.1 million (including the funds raised on 16 March
2021), it remains reliant, inter alia, on being able to manage its
cash resources carefully, continuing to manage its creditors and
trading being in line with management's expectations. Whilst the
funds raised on 16 March 2021 of EUR1,847,000 provide the Group
with additional working capital and further strengthen the balance
sheet, the Group continues to remain reliant on being able to
manage its creditors. Furthermore, should trading not be in line
with mangement's expectations going forward, the Group's ability to
meet its liabilities 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 the recent fundraise will allow the Group to
expand its operations and generate a positive operational cash flow
within a reasonable time or, if needed, be able to raise additional
funding when required, 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 ended Year ended
ended 30 June 2019 31 December
30 June 2020 2019
EUR EUR EUR
Earnings
Loss for the purpose of basic
and diluted earnings per shares
being net profit attributable
to equity shareholders
--- Continuing operations (973,947) (836,124) (3,336,961)
- Discontinued operations - (55,168) (462,783)
- Continuing and discontinued
operations (973,947) (891,292) (3,799,744)
-------------- --------------- -------------
Number of shares
Weighted average number of
ordinary shares for the purposes
of basic earnings per share 95,472,825 78,567,270 80,528,381
Weighted average number of - - -
dilutive share options
-------------- --------------- -------------
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share 95,472,825 78,567,270 80,528,381
-------------- --------------- -------------
Loss per share from continuing operations
Basic loss per share (in EUR
) (0.0102) (0.0106) (0.0414)
Diluted loss per share (in
EUR ) (0.0102) (0.0106) (0.0414)
Loss per share from discontinued
operations
Basic loss per share (in EUR
) - (0.0007) (0.0058)
Diluted loss per share (in
EUR ) - (0.0007) (0.0058)
-------------- --------------- -------------
Share options and warrants outstanding are anti dilutive due to
the losses incurred in each period.
3. Significant events during the reporting period
On 17 January 2020 the Company announced that it had completed
the acquisition of the 49% of Quasar Holdings Ltd ("Quasar") not
owned by the Company from Binbar GmbH. Quasar wholly owns Bet90
Sports Ltd, the online sportsbook and casino gaming company.
On 3 February 2020, the Company announced that it had changed
the Company's name to B90 Holdings plc. The ticker code on the
London Stock Exchange changed from VLTY to B90 on that day.
On 17 March 2020, the Company announced that, a s a result of
the uncertainty of the Group's financial position, the Directors
requested a suspension of trading in the Company's shares on the
London Stock Exchange
On 7 May 2020, the Company announced that it had raised
EUR515,000 (approximately GBP450,000) pursuant to subscriptions for
convertible loan notes.
4. Subsequent events
Fundraise
On 11 September 2020, the Company announced that it had raised
EUR450,000 (approximately GBP408,000) pursuant to subscriptions for
convertible loan notes.
On 9 December 2020, the Company announced that it had raised
EUR700,000 (approximately GBP638,000) pursuant to subscriptions for
convertible loan notes.
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.
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END
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