RNS Number : 4422N
Devolver Digital, Inc.
25 September 2023
 


25 September 2023

The information contained within this announcement is deemed by the company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR").  Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

 

Devolver Digital, Inc.

 

("Devolver Digital", "Devolver" or the "Company", and the Company together with all of its subsidiary undertakings "the Group")

 

Unaudited results for the six months ended 30 June 2023

 

Healthy pipeline for new releases in Q4 2023 and 2024

On track for EBITDA break-even in 2023 and return to growth in 2024

 

Devolver Digital, an award-winning digital publisher and developer of independent ("indie") video games, announces its unaudited results for the six months ended 30 June 2023. All figures relate to this period unless otherwise stated.

 

Prioritising quality to unlock long-term value

 As announced in the trading update on 3rd August 2023, high potential titles have been delayed to 2024 to ensure that they have the time, effort and support to succeed. 

 As a result, 1H 2023 was an unusually quiet release period with only 4 new titles, of which only one was a major title, Terra Nil (1H 2022: 7 title releases).

 As also previously announced, Devolver declined subscription deal proposals that undervalued the titles' value and revenue opportunities in 2023 and 2024, resulting in lower subscription revenues.

 Back catalogue revenues were up 10%, accounting for 87% of total revenues (1H 2022: 64%), reflecting the lower new title contribution and the continued strong performance of Cult of the Lamb.

 Average 79 Metacritic score for released titles year to date (76 average score for 1H 2023).

 Steady recovery at Good Shepherd; announced tie-up with Rebellion for 2000 AD IP.

 

Financial performance reflects unusually quiet 1H release schedule, as expected

 As flagged, 1H 2023 financial performance has been impacted by a quiet release schedule: revenues down 17%; Normalised Gross Profit down 51%.

 As expected, Normalised Adjusted EBITDA loss of US$3.5m (1H 2022: US$6.8m profit).

 Statutory net loss of US$10.1m1 (1H 2022: US$16.6m loss).

 Cash of US$64.8m at 30 June 2023 (1H 2022: US$74.2m), following c.US$7.2m purchase of shares in the market for the Employee Benefit Trust.

 Cost-saving initiatives underway to protect margin and strong net cash position.

 

Current trading and outlook

o Back catalogue continues to be driven by Cult of the Lamb post 1H 2023 period-end.

o Targeted marketing and the full return of physical gaming events are expected to help drive engagement and maintain quality for upcoming titles.

o 11 new titles expected in 2023, including nine titles published directly by Devolver.

o Seven releases scheduled for 2H 2023 including major titles Wizard With A Gun and The Talos Principle 2, as well as GunbrellaKarmaZoo and Hellboy: Web of Wyrd

o On track to meet previous guidance of break-even profitability in 2023, return to profitable growth in 2024 and acceleration in 2025.

o Healthy pipeline of more than 30 new titles due for release in the next three years.

 

Harry Miller, Executive Chairman of Devolver, said:

 

"The first half of 2023 was a reset for Devolver, with delays to new releases as we prioritise the quality and long-term potential of major titles scheduled for the second half of 2023 and 2024.  Devolver's DNA is to commit relatively low spend on high quality titles that stand the test of time.  We look forward to returning to our normal cadence of releases in the rest of 2023 and 2024 with big titles to come such as Wizard With A Gun and The Talos Principle 2, as well as The Plucky Squire and Baby Steps.

 

As a result of our busy upcoming release schedule, steps to improve our return from our back catalogue and active management of our cost base, Devolver is on track to meet its previous guidance of break-even EBITDA profitability in 2023, a return to profitable growth in 2024 and then an acceleration in 2025."

 

About Devolver Digital

 

Devolver is an award-winning video games publisher in the indie games space with a balanced portfolio of third-party and own-IP. Devolver has an emphasis on premium games and has published more than 100 titles, with more than 30 titles in the pipeline scheduled for release over the next three years. Devolver has in-house studios developing first-party IP titles and a complementary publishing brand. Devolver is registered in Wilmington, Delaware, USA. 

 

Notes:

 

1 Including non-cash impact of US$3.9m of share-based payments.

 

Enquiries

 

Devolver Digital, Inc.

ir@devolverdigital.com  

Harry Miller, Executive Chairman              

Douglas Morin, Chief Executive Officer

Daniel Widdicombe, Chief Financial Officer




Zeus (Nominated Adviser and Sole Broker)

+44 (0)20 3829 5000

  Nick Cowles, Jamie Peel, Alexander Craig (Investment Banking)

Ben Robertson (Equity Capital Markets)




FTI Consulting (Communications Adviser)

devolver@fticonsulting.com 

Jamie Ricketts / Dwight Burden / Valerija Cymbal / Usama Ali               

+44 (0)20 3727 1000




OPERATING REVIEW

 

1H 2023 - fewer title releases than previous period

Devolver released 4 new titles in 1H 2023, including Devolver Tumble TimeSludge Life 2 and Terra NilTerra Nil was the only major release in 1H 2023, and consequently revenue fell 17% in the first half compared to 1H 2022 which had 7 title releases. As a result, back catalogue accounted for an unusually high 87% of total 1H revenues in the period.

Despite the revenue decline there have been several positive developments in 1H 2023, including our publishing subsidiary Good Shepherd (GSE) posting a steady recovery following the restructuring it underwent early in the year, on track to reach EBITDA break-even by 4Q. GSE recently announced a ground-breaking partnership with Rebellion (Sniper Elite) to develop and publish video game adaptations based on stories from the beloved 2000 AD universe, the home of Judge Dredd, Rogue Trooper, ABC Warrior and more, as well as Rebellion's other comic IP, including Roy of the Rovers and Battle Action. Separately, Cult of the Lamb back catalogue sales have continued to out-perform expectations from the start of 2023. 

Several market events held in 1H 2023 have also added to the excitement about our future releases for 2024 and 2025. Sony held its PlayStation Showcase 2023 in May, featuring 36 games in total including Devolver titles The Talos Principle 2, The Plucky Squire and Neva. The Summer Games Fest 2023 included Devolver Direct, in which several new titles were introduced or updated including Baby Steps, Wizard with a Gun, The Talos Principle 2, and Human Fall Flat 2, the highly anticipated sequel to Human Fall Flat which sold over 40 million copies worldwide since release in July 2016. Devolver Direct enjoyed record viewership numbers and was included in numerous broadcasts archived on YouTube with a combined 4.68 million views just one week post broadcast. Finally, Steam's Next Fest saw the Wizard with a Gun demo post the 5th highest number of downloads by players out of over 1,000 demos featured in the event. All these developments bode well for the outlook in 2024 and beyond.

 

2022 hit release supports back catalogue

 

The August 2022 hit release Cult of The Lamb has provided strong revenue momentum continuing into 1H 2023, the only 2022 release to do so given that 1H 2022 releases did not perform as expected. The contribution from Cult of The Lamb was the principal driver for a 10% increase in back catalogue revenues in 1H 2023 compared to the previous year period. BAFTA-winning Inscryption, an October 2021 release, also continued to perform well in the first six months of 2023. Other back catalogue titles have seen weaker performance in 1H 2023 compared to 1H 2022. Devolver is working hard to stimulate back catalogue sales through a combination of new ports, additional DLC, strategic marketing and strategic pricing mechanisms.

 

Our back catalogue includes all titles released in or prior to the last financial year (2022 or earlier). As of 31 December 2022, the back catalogue consists of 109 titles, including numerous indie cult classics, supporting highly diversified revenues.

 

Operating expense containment, selective co-funding on game development

 

A group-wide exercise to reduce overall expenses is under way. Rental expenses, out-sourced professional fees and other operating and administration fees are all being optimised for efficiency with continual assessment for cost savings. Separately, as part of the directional move towards more participation in the live services area, we will seek co-funding for larger titles where partners can bring strategic value.

 

FINANCIAL REVIEW

 

Unaudited first half 2023 results to June 30 2023

   

The unaudited financial results included in this announcement cover the Group's combined activities for the six months ended 30th June 2023 (prepared in accordance with applicable International Financial Reporting Standards, "IFRS").

 

Normalised Adjusted results

 

The following refers to Normalised Adjusted results, as presented in the financial statements contained within this release. Normalised Adjusted results exclude any one-time exceptional items during the respective half-year periods.

 

Normalised EBITDA and Normalised Adjusted EBITDA results are not intended to replace statutory results and are prepared to provide a more comparable indication of the Group's core business performance by removing the impact of certain items including exceptional items (material and non-recurring), and other, non-trading, items that are reported separately. These results have been presented to provide users with additional information and analysis of the Group's performance, consistent with how the Board monitors results. Further details of adjustments are given in Notes 3 and 4 to the condensed financial statements contained within this semi-annual results release.

 

P&L results and margins

 

Devolver Digital's first half 2023 performance was muted due to a lower number of title releases (4) compared to the previous period (7). Revenues of US$43.9 million fell 17% year-over-year. Normalised gross profit was US$9.4 million, a decline of 51% year-over-year. Normalised Adjusted EBITDA turned to a loss of US$3.5 million from US$6.8 million profit in 1H 2022. 

 

Normalised gross profit margin decreased to 21.4% in the first half of 2023, down from 35.8% in the year-earlier period. Gross margin was compressed due to the absence of first-party IP and other new releases in recoup during the period, resulting in the royalty pay-out mix being heavily weighted towards third party titles in 1H 2023. This compares to 1H 2022 when new first-party IP and other releases were cushioned while the titles were still in recoup (before royalties are usually paid out).

 

Normalised Adjusted EBITDA margins were depressed at negative 7.9% in the first half of 2023, compared to positive margin of 12.9% the previous year. The compression in 1H 2023 gross profit had a direct flow through effect to impact Normalised Adjusted EBITDA, despite successfully containing cash operating expenses at similar levels as the 1H of 2022.

 

Employee Benefit Trust (EBT)

 

Devolver established an Employee Benefit Trust (EBT) in May 2022 to facilitate stock option exercise by employees and contractors who were awarded 2017 Stock Option plan stock options and stock units vesting under the 2022 Long Term Incentive Plan (LTIP). The EBT is a Jersey-incorporated Trust enabling option exercise and share settlement off-market without impacting market liquidity. Share purchases by the EBT are funded by way of a loan from Devolver which can request settlement of the loan at any time in future. The shares held by the EBT are consolidated within Devolver's share capital balance.

 

Cash Balances

 

Cash holdings at end of June 2023 were US$64.8 million, a reduction of US$14.7 million compared to end of 2022's level of US$79.5 million. The reduction in cash balances during the period was primarily due to: 1) lower operating cash generation in the first half combined with the US$13.6 million ongoing investment in game development during the period; 2) approximately US$7 million provided to the EBT for the market purchase of c. 19m shares.

 

CURRENT TRADING OUTLOOK

 

As noted in our August 2023 update, expected performance for 2023 will be impacted by three key factors: delays to new title releases, a reduction in revenue from subscription deals and relative weakness from our back catalogue with the exception of a few outperforming titles.

Our busy release schedule for Q4 2023 features major titles Wizard with a Gun and The Talos Principle 2, among others.  Waiting until titles are ready has led to delays as we prioritise our strategy to maximise the appeal and success of new titles by increasing investment on development, quality control and marketing.  Giving our titles every chance to succeed is critical to our long-term growth.  As previously indicated, titles such as The Plucky Squire, which has been tracking well with audiences, will now be released in 2024 alongside other titles previously earmarked for release in 2023 such as Anger FootPepper Grinder and Stick It to the Stickman.

After a period of strong growth in subscription deals in 2021 and 2022, we expect the trend of reduced revenues from subscription deals to continue into 2024.  We expect to continue to turn down subscription deal proposals that undervalue the titles' value and revenue opportunity in 2023 and 2024. 

Back catalogue sales have been softer following the weaker performance of three key title releases in 2022, except for Cult of the Lamb and Inscryption which have continued to perform strongly, and a weaker overall economic environment.

As previously indicated in August 2023, we expect Group Normalised Adjusted EBITDA to be at least break-even in 2023, before a return to growth in 2024 and an acceleration in 2025.

Our momentum, robust balance sheet with US$65m in cash at June 2023, deep pipeline and strong contribution from extensive back catalogue all support our confidence of further progress in 2023 and in the future. We have a proven strategy that has delivered success for the last 13 years. The Board believes that we are well positioned for future success, and we look forward to reporting on our progress in the year ahead.

 

Harry Miller

Chairman

 

 

 

 

 

 

 

Consolidated Statement of Profit or Loss

 



Unaudited

6 months ended

 

Unaudited

6 months ended

 

 

Year ended

 


30-Jun-23

 

30-Jun-22

 

31-Dec-22



US$'000

 

US$'000

 

US$'000

REVENUES

 






Revenues


43,877


53,003


134,565

TOTAL REVENUES

 

43,877

 

53,003

 

134,565








COST OF SALES

 






Royalty expense


(22,167)


(22,015)


(61,448)

Development expense


(2,878)


(1,704)


(3,856)

Marketing


(3,354)


(3,912)


(9,148)

Amortisation of intangible assets


(5,150)


(7,112)


(14,788)

Impairment of intangible assets


(934)


-


(22,822)

TOTAL COST OF SALES

 

(34,483)

 

(34,743)

 

(112,062)








GROSS PROFIT

 

9,394

 

18,260

 

22,503

 







ADMINISTRATIVE EXPENSES

 






Overhead expenses


(12,612)


(12,637)


(25,523)

Stock compensation expense


(3,905)


(11,477)


(19,621)

Amortisation of non-current assets


(1,863)


(3,761)


(5,292)

Impairment of non-current assets


-


-


(69,973)

TOTAL ADMINISTRATIVE EXPENSES

 

(18,380)

 

(27,875)

 

(120,409)

 







Other (loss) / income


(591)


5


(549)

OPERATING PROFIT/(LOSS)

 

(9,577)

 

(9,610)

 

(98,455)

 







Interest income


897


26


364

Interest expense


(198)


-


-

Foreign exchange gains / (losses)


239


(2,007)


(673)

PRE-TAX PROFIT/(LOSS)

 

(8,639)

 

(11,591)

 

(98,764)

Income tax (expense) / credit


(1,426)


(5,019)


7,264

Profit/(Loss) for the period

 

(10,065)

 

(16,610)

 

(91,500)

Equity holders of the parent


(10,042)


(16,560)


(91,475)

Non-Controlling Interests


(23)


(50)


(25)

PROFIT/(LOSS) FOR THE PERIOD

 

(10,065)

 

(16,610)

 

(91,500)

 

 

Basic earnings per share ($)


(0.023)


(0.037)


(0.206)

Diluted earnings per share ($)


(0.023)


(0.037)


(0.206)








 

 

 


6 months ended



6 months ended

Year ended

 


30-Jun-23



    30-Jun-22

31-Dec-22

 


US$'000



US$'000

US$'000

Non-IFRS measures







Adjusted EBITDA*


(3,809)



5,627

(73,378)

Normalised Adjusted EBITDA


(3,469)



6,818

13,914

Normalised Adjusted EBITDA excluding performance-related impairments


(2,535)



6,818

23,210








* Adjusted EBITDA is a non-IFRS measure and is defined as earnings before interest, tax, depreciation, amortisation (but not taking out amortisation of capitalised software development costs) and share-based payment expenses.

 

 

Consolidated Statement of Comprehensive Income

 

 


Unaudited


Unaudited


 


 


6 months ended


6 months ended


Year ended




30-Jun-23


30-Jun-22


31-Dec-22




US$'000


US$'000


US$'000










Loss for the period


(10,065)

 

(16,610)

 

(91,500)










Other comprehensive income/(loss): Items that will be reclassified








subsequently to profit or loss








Exchange differences on translation of foreign operations


33


(964)

 


(477)

 










Total comprehensive income/(loss) for the period


(10,032)

 

(17,574)

 

 

(91,977)

 


Total comprehensive income/(loss) is attributable to:








Equity holders of the parent


(10,009)


(17,524)


(91,952)


Non-controlling interests


(23)


(50)


(25)




(10,032)

 

(17,574)

 

(91,977)


 




Consolidated Statement of Financial Position

 

 

 

Unaudited

6 months ended

 

Unaudited

6 months ended

 

 

Year ended

 

 

30-Jun-23

 

30-Jun-22

 

31-Dec-22

 

 

US$'000

 

US$'000

 

US$'000

NON-CURRENT ASSETS

 

 

 

 

 

 

Goodwill

 

19,416


66,820


19,153

Intellectual property

 

24,734


49,640


25,782

Software development costs

 

47,622


52,960


40,136

Total intangibles

 

91,772

 

169,420

 

85,071

Tangible assets


91


237


174

Employee loans


456


537


995

Deferred tax assets


10,598


-


10,088

TOTAL NON-CURRENT ASSETS

 

102,917

 

170,194

 

96,328

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Accounts receivable

 

12,173


19,452


16,813

Employee loans

 

406


-


-

Cash at bank and in hand

 

64,761


74,176


79,493

Prepaid income tax

 

3,905


4,705


2,185

TOTAL CURRENT ASSETS

 

81,245

 

98,333

 

98,491

TOTAL ASSETS

 

184,162

 

268,527

 

194,819

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Trade and other payables

 

17,699


13,956


19,149

Deferred revenue

 

2,402


5,047


2,091

Current tax payable

 

4,158


-


262

TOTAL CURRENT LIABILITIES

 

24,259

 

19,003

 

21,502

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

Deferred tax liabilities

 

1,046


9,316


1,045

Long-term liabilities

 

-


1,567


-

TOTAL NON-CURRENT LIABILITIES

 

1,046

 

10,883

 

1,045

TOTAL LIABILITIES

 

25,305

 

29,886

 

22,547

 

 

 

 

 

 

 

CAPITAL AND RESERVES

 

 

 

 

 

 

Share capital


45


44


45

Share premium


146,062


120,061


146,044

Retained Earnings


49,966


120,942


56,259

Translation reserve - OCI


(2,234)


(2,433)


(2,267)

Capital Redemption Reserve


(34,857)


-


(27,707)

CAPITAL AND RESERVES TO OWNERS

 

158,982

 

238,614

 

172,374

Non-controlling interest

 

(125)


27


(102)

TOTAL EQUITY

 

158,857

 

238,641

 

172,272

TOTAL EQUITY AND LIABILITIES

 

184,162

 

268,527

 

194,819

 

 

 

 

Consolidated Statement of Changes in Equity

 

 

 

 

Share capital

 

 

Share premium

 

Capital Redemption Reserve

 

 

Translation Reserve

 

 

Retained earnings

 

Total Devolver equity

 

Non-

controlling interest

 

 

Total

equity


 

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000


Balance at 1 January 2022

 

44

 

121,588

 

-

(986)

 

126,184

 

246,830

         (77)

 

246,753

 

Prior year adjustment

 

-

 

-

 

-

 

-

(159)

 

(159)

           154


          (5)


Loss for the period

 

-


-


-


-

(16,560)


(16,560)

            (50)


(16,610)

 

Currency translation differences

 

-


-


-

   (1,447)


-


(1,447)

         -


(1,447)

 

Transactions with owners in their capacity as owners:

 














 

Exercise of share options via EBT

 

-


(1,527)


-

-


-


(1,527)

         -


(1,527)

 

Share-based payments

 

-


-


-


-

11,477


11,477

          -


11,477

 

Total transactions with owners

 

-


(1,527)

 

-

 

-

11,477

 

9,950

          -

 

9,950

 

Balance at 30 June 2022

 

44


120,061

 

-

(2,433)

 

120,942

 

238,614

        27

 

238,641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2022

 

44

 

121,588

 

-

(986)

 

126,184

 

246,830

      (77)

 

246,753

 

Loss for the period

 

-


-


-

-


(91,475)


(91,475)

       (25)

(91,500)

 


Currency translation differences

 

-


-


-

(1,281)


-


(1,281)

      -

(1,281)

 


Other movements

 

-


383


-

-


(1)


382

      -

382

 


Transactions with owners in their capacity as owners

 













 


Issue of shares

 

-


165


-

-


-


165

     -

165

 


Exercise of share options

 

1


630


-

-


-


631

     -

631

 


Reclassification of treasury shares b/f

 

-


25,837


(25,837)

-


-


-

     -

-

 


Treasury share repurchase

 

-


-


(2,500)



-


(2,500)

     -

(2,500)

 


Share-based payments

 

-


-


-

-


19,622


19,622

    -

19,622

 


Transfers

 

-


(2,559)


630

-


1,929



-             -

-

 


Total transactions with owners

 

1

 

24,073

 

(27,707)

-

 

21,551

 

17,918

    -

    17,918

 


Balance at 31 December 2022

 

   45

 

146,044

 

(27,707)

(2,267)

 

56,259

 

172,374

   (102)

 172,272

 


























 

Balance at 1 January 2023

 

45

 

146,044

 

(27,707)

(2,267)

 

56,259

 

172,374

  (102)

 

    172,272

 

 

 

Loss for the period

 

-


-


-

-


(10,042)


(10,042)

(23)

      (10,065)

 

 

 


Currency translation differences

 

-


-


-

33


 

-


33

          -

 33

 

 

 


Transactions with owners in their capacity as owners

 













 

 

 


Share buyback transactions

 

-


-


(7,150)

-


-


(7,150)

          -

    (7,150)

 

 

 


Exercise of share options

 

-


18


-

-


-


18

          -

 18

 

 

 


Share-based payments charge

 

-


-


-

-


3,905


3,905

             -

    3,905

 

 

 


Share-based payments recycle of charge

 

-

 

-

 

-

-

 

(156)

 

(156)

                 -

    (156)

 

 

 


Total transactions with owners

 

-

 

18

 

(7,150)

-

 

3,749

 

(3,383)

             -

       (3,383)

 

 

 


Balance at 30 June 2023

 

45

 

146,062

 

(34,857)

(2,234)   

 

49,966

 

158,982

(125)

158,857

 

 

 



































 

 

 

Statement of Cash Flows

 



Unaudited

6 months ended

 

Unaudited

6 months ended

 

 

Year ended

 


30-Jun-23

 

30-Jun-22

 

31-Dec-22

 


US$'000

 

US$'000

 

US$'000

Operating activities







Cash inflow / (outflow) from operations


(7,367)


(14,759)


(100,780)

Amortisation, depreciation and impairments


7,947


10,873


112,376

Share based payments


3,905


11,477


19,621

Interest payable


198


-


-

Net taxation payable


(361)


-


(2,062)

Net cashflow from operating activities


4,322

 

7,591

 

29,155








Investing activities







Purchase of intangible assets


(600)


-


-

Investment in software development



(12,570)

(15,631)


(32,641)

Purchase of tangible assets


-


(5)


(66)

Net cashflow from investing activities


  (13,170)

 

(15,636)

 

(32,707)








Financing activities







Net change in borrowings/ others


-


(510)


-

Share capital issuance including option exercise


18


(1,527)


795

Share repurchase transactions


(7,150)


-


(2,514)

Interest received


893


26


362

Interest paid


-


-


(2)

Net cashflow from financing activities


(6,239)

 

(2,011)

 

(1,359)








Net cashflow


(15,087)

 

(10,056)

 

(4,911)

At 1 January / 1 July


79,493


86,239


86,239

FX


355


(2,007)


(1,835)

Closing cash


64,761

 

74,176

 

79,493









 




 

Note 1: Basis of preparation and consolidation

These condensed financial statements have been prepared in accordance with the recognition and measurement requirements of International Accounting Standard 34 Interim Financial Reporting. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The condensed consolidated financial statements as at and for the six months ended June 30, 2023 have been prepared on the same basis as the audited annual financial statements.

 

In May 2022 Devolver established an Employee Benefit Trust (EBT) to facilitate settlement of employee stock options granted under the 2017 Stock Option Plan and stock awards granted under the 2022 Long Term Incentive Plan. The EBT is a Jersey-based Trust and the Trustees act to the benefit of the employees. The accounting treatment determined that Devolver controls the EBT and must consolidate the EBT within its consolidated financial statements.

 

Most transactions eliminate upon consolidation, with the exception of the purchase by the EBT of Devolver shares from employees and shares issued to employees who are exercising options out of the Capital Redemption Reserve. These are recognised at cost as "Issued shares held within the Group". These shares are included within the Capital Redemption Reserve, a separate reserve within equity. The Devolver shares held by the EBT are not revalued. When the EBT sells the shares to a third party, any gains or losses are recognised directly in equity.

 

Operating results for the six months ended 30 June 2023 are not necessarily indicative of the results that may be expected for the year ending 31 December 2023. For further information, refer to the consolidated financial statements and footnotes thereto included in the Group's annual report for the year ended 31 December 2022.

 

The Directors are confident that the Group will remain cash positive and will have sufficient funds to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of this first half 2023 announcement and have therefore prepared this unaudited semi-annual announcement on a going concern basis.

 

Tax charged within 6 months ended 30 June 2023 has been calculated by applying the effective rate of tax which is expected to apply to the Group for the year ending 31 December 2022 as required by IAS 34 'Interim Financial Reporting'. The effective rate of (16.2)% varies from the statutory rate of 21% due to: a) permanent book to tax differences related to stock compensation deductions for foreign entities, which is not deductible for US income taxes, and; b) US State tax liabilities.

 

The financial presentation in this release should be read in conjunction with the notes to the consolidated financial statements as at and for the first half ended 30 June 2023, as contained within this release.

 

These preliminary unaudited financial statements were approved by the Board of Directors on 24 September 2023.

 

 




 

Note 2: Earnings Per Share



6 months ended


6 months ended


Year ended



30-Jun-23


30-Jun-22


31-Dec-22



US$'000


US$'000


US$'000



 


 


 

Profit/(Loss) attributable to the owners of the company 


(10,042)


(16,560)


(91,475)

Weighted average number of shares


444,818,506


442,464,268


443,090,183

Basic earnings per share ($)


(0.023)

 

(0.037)

 

(0.206)

 







Profit/(Loss) attributable to the owners of the company


(10,042)


(16,560)


(91,474)

Weighted average number of shares


444,818,506


442,464,268


443,090,183

Dilutive effect of share options


-



-

Weighted average number of diluted shares


444,818,506


442,464,268


443,090,183

Diluted earnings per share ($)


(0.023)

 

(0.037)

 

(0.206)

 







 

Note 3: Normalised Adjusted Results*

 


6 months ended


6 months ended


Year ended



30-Jun-23


30-Jun-22


31-Dec-22

 


US$'000


US$'000


US$'000

Revenue







Reported Revenue


43,877

 

53,003


134,565

Reported Revenue growth


-17.2%


14.1%


37.1%








Gross Profit







Reported Gross Profit


9,394

 

18,260

 

22,503

Reported Gross Profit margin


21.4%


34.5%


16.7%

Normalised Gross Profit adjustment


-


721


23,829

Normalised Gross Profit


9,394

 

18,981

 

46,332

Normalised Gross Profit margin


21.4%


35.8%


34.4%








Adjusted EBITDA







Reported Adjusted EBITDA


(3,809)


5,627

 

(73,378)

Reported Adjusted EBITDA margin


-8.7%


10.6%


(54.5%)

Normalised Adjusted EBITDA adjustment


340


1,191


87,292

Normalised Adjusted EBITDA


(3,469)

 

6,818

 

13,914

Normalised Adjusted EBITDA margin


-7.9%


12.9%


10.3%








Normalised Adjusted EBITDA makes the following adjustments: it excludes 1) stock compensation (share-based payment) expenses and revaluation of contingent consideration; 2) one-time expenses and other non-recurring items; 3) amortisation of IP (but does not exclude amortisation of capitalised software development costs), and 4) impairment.

 

 




 

Note 4: Reconciliations to Adjusted EBITDA

 


 

6 months ended

 

6 months ended

 

Year ended


 

30-Jun-23

 

30-Jun-22

 

31-Dec-22


 

US$'000

 

US$'000

 

US$'000








Operating Profit/(Loss)


(9,577)

 

(9,610)

 

(98,455)

Share-based payment expenses


3,905


11,477


19,621

Amortisation and depreciation of non-current  assets


1,863


3,761


5,456

Adjusted EBITDA

 

(3,809)

 

5,627

 

(73,378)

 















 

6 months ended

 

6 months ended

 

Year ended


 

30-Jun-23

 

30-Jun-22

 

31-Dec-22


 

US$'000

 

US$'000

 

US$'000















Adjusted EBITDA


(3,809)

 

5,627

 

(73,378)

Net Exceptional income from IP disposal & sale of publishing rights


-


-


(214)

Non-recurring, one-time expenses


340


470


1,616  

Impairments & others


-


721


85,890

Normalised Adjusted EBITDA

 

(3,469)

 

6,818

 

13,914

Performance-related impairments


934


-


9,296

Normalised Adjusted EBITDA excluding performance related impairments

 

(2,535)

 

6,818

 

23,210

 




 

Note 5: Intangible Assets

 

Intangible Assets

 

Goodwill

 

Intellectual

Property

 

Software

Development

 

Total

 


US$'000

 

US$'000

 

US$'000

 

US$'000

Cost

 








As at 1 January 2022


66,820

 

59,817

 

61,396

 

188,033

Additions


-


-


32,641


32,641

As at 31 December 2022


66,820

 

59,817

 

94,037

 

220,674

Additions


263


815


13,570


14,648

As at 30 June 2023


67,083

 

60,632

 

107,607

 

235,322



 

 

 

 

 

 

 

Amortisation and impairment

 








As at 1 January 2022


-


6,435


16,955


23,390

Amortisation charge for the period


-


5,293


14,788


20,081

Impairment


47,667


22,307


22,158


92,132

As at 31 December 2022


47,667

 

34,035

 

53,901

 

135,603

Amortisation charge for the period


-


1,863


5,150


7,013

Impairment


-


-


934


934

As at 30 June 2023


47,667

 

35,898

 

59,985

 

143,550

 









Carrying amount

 








As at 1 January 2022


66,820


53,382


44,441


164,643

As at 31 December 2022


19,153


25,782


40,136


85,071

As at 30 June 2023


19,416


24,734


47,622


91,772

 

 

 

 

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