12 August 2024
TEAM INTERNET GROUP
PLC
("Team
Internet" or the "Company" or the "Group")
UNAUDITED FINANCIAL RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Year-on-year growth in all
key financial metrics including a 7% increase in net
revenue,
13% increase in operating
profit and an 8% increase in profit before tax
Team Internet Group Plc (AIM: TIG,
OTCQX: TIGXF), the global internet company that generates recurring
revenue from creating meaningful and successful connections:
businesses to domains, brands to consumers, publishers to
advertisers, is pleased to
announce its unaudited financial results for the
six months ended 30 June 2024 ("H1 2024").
Financial summary:
●
Organic gross revenue growth(i) of
approximately 9%, for the trailing twelve months ended 30 June 2024
("TTM 2024")
●
Gross revenue increased by 3% to USD 409.7m
(versus six months ended 30 June 2023 ("H1 2023"): USD
396.4m)
●
Net revenue (gross profit) increased by 7% to USD
97.7m (H1 2023: USD 91.2m), with gross margin increasing from 23.0%
to 23.8%, a relative 3.5% uplift
●
Adjusted EBITDA(ii) increased by 4% to
USD 46.6m (H1 2023: USD 44.6m), with EBITDA margin increasing from
11.3% to 11.4%, a relative 0.9% uplift
●
Operating profit increased by 13% to USD 22.9m
(H1 2023 restated(iii): USD 20.2m)
●
Profit before tax increased by 8% to USD 14.4m
(H1 2023: USD 13.3m)
●
Profit after tax increased by 4% to USD 9.8m (H1
2023: USD 9.4m)
●
Adjusted EPS (diluted) increased by 12% to USD
10.74 cents (H1 2023 restated(iii): USD 9.63
cents)
●
Net debt(iv) of USD 109.9m (31
December 2023: USD 74.1m) and leverage(v) of 1.2x pro
forma TTM 2024 EBITDA, following non-operating cash outflows
related to the initial cash outflow (net of cash acquired) for
acquisition of the Shinez for USD 31.8m, repurchase of own shares
of USD 12.6m and dividend payment of USD 7.2m
●
Adjusted operating cash conversion of 87% (FY
2023: 96%), we expect cash conversion to
normalise nearer to 100% over the remainder of the year
H1 highlights:
●
In the Online Marketing segment, the number of
visitor sessions increased by 16% to 6.1 billion for TTM 2024 from
5.3 billion for the trailing twelve-month period ended 30 June 2023
("TTM 2023"). Revenue per thousand sessions ("RPM") decreased by
12% from USD 100 to USD 88
●
The Online Presence segment recorded organic
revenue growth of 8% in TTM 2024
●
Adjusted EBITDA as a percentage of net revenue
remains healthy at 48% for H1 2024 (H1 2023: 49%)
●
On 26 April 2024, the Group acquired Shinez I.O.
Ltd and its subsidiaries (together "Shinez") for an initial cash
consideration of USD 31.8m (net of cash acquired), a further USD
1.3m subject to completion of operational milestones, and a further
USD 4.3m retained to cover for customary warranties and
indemnification. The acquisition includes additional contingent
payments of up to USD 12.3m in cash, payable on Shinez achieving
ambitious financial targets over the next two years
●
FY2023 final dividend of 2.0 pence per share paid
on 28 May 2024 (FY2022: 1.0 pence per share), an increase of 100%
as the Group continues to pursue the progressive dividend policy
launched in 2022
●
On 10 April 2024, the Group announced that its
ordinary shares began trading on the OTCQX® Best Market ("OTCQX")
under the symbol "TIGXF". OTCQX is the premier tier of OTC Markets
where more than 12,000 US and global securities trade. Trading on
OTCQX will significantly enhance Team Internet's visibility and
accessibility in the world's largest capital market
Post period end highlights:
●
The Board intends to declare an interim dividend
of 1.0 pence per ordinary share, subject to bank approval per the
conditions of the Company's Facilities Agreement, which the Company
expects to be granted. The Company will provide details on the
proposed dividend timetable shortly.
Outlook:
Team Internet has once again
delivered a strong quarter, with growth in both adjusted and
statutory earnings. Although the Group prioritises earnings growth
over top-line growth, a robust 9% organic revenue growth has been
maintained on a pro forma basis for TTM 2024. Adjusted EBITDA
conversion remained healthy at 48% (H1 2023: 49%) of net revenue,
demonstrating continued strong profit margins.
The Directors remain confident in
the Group's strategic investments in product innovation, vertical
integration, and international expansion. These initiatives have
positioned the Group for success. Given these strong foundations,
the Directors are confident that the Group will meet market
expectations for the full year.(vi)
Michael Riedl, CEO of Team Internet, commented:
"Team Internet has delivered another strong set
of trading results for the first half of the year. Year-on-year
growth in trading results for Q2 2024 was slightly ahead of that
seen in Q1 2024, with growth across revenue, net revenue and
adjusted EBITDA, demonstrating momentum as we move into the second
half of the year.
The addition of Shinez to the
Group has introduced platform capability that addresses the
'awareness' stage of the advertising funnel, complementing our
existing solutions: TONIC for 'consideration' and comparison
platforms for 'conversion'. Our vision is
to strategically integrate Shinez, TONIC and VGL into a synergistic
platform designed to enhance advertising revenue.
By doing so, we will drive future profitability
through improved targeting, increased RPM, and the accumulation of
valuable first-party data."
Results presentation:
There will be a webinar/conference
call for equity analysts at 10am BST today. This event will be
hosted by CEO Michael Riedl and CFO William Green.
Anybody wishing to register should
contact teaminternet@secnewgate.co.uk,
where further details will be provided.
Further, an Investor Meet Company
session will be held at 12pm BST today:
https://www.investormeetcompany.com/team-internet-group-plc/register-investor
Investors who already follow Team
Internet Group Plc on the Investor Meet Company platform will
automatically be invited. Questions can be submitted pre-event via
your Investor Meet Company dashboard up until 9am the day before
the meeting or at any time during the live presentation.
(i)Pro forma revenue, adjusted
for: acquired revenue, constant currency foreign exchange impact
and non-recurring revenues is USD 954m for TTM 2024 and at USD 878m
for TTM 2023
(ii)Earnings before interest,
tax, depreciation, amortisation, impairment, non-core operating
expenses, foreign exchange gains and losses, and share-based
payment expenses
(iii)Please see note 12 for
further information
(iv)Includes cash (USD 86.2m),
bank debt and prepaid finance costs (USD 197.0)
and hedging
assets (USD 0.9m) as of 30 June 2024 (31
December 2023 cash (USD 92.7m), bank debt and prepaid
finance costs (USD 166.6m) and hedging liabilities (USD
0.2m))
(v)Includes Net Debt as
defined under(iv)(a) excluding prepaid finance costs,
(b) plus guarantee obligations, and (c) plus the best estimate of
any crystallised deferred consideration payable in cash, all
divided by pro forma EBITDA, i.e. last twelve months' EBITDA
including acquired entities' EBITDA on a pro forma basis, and
adjusted for rental expenses capitalised under IFRS 16 and non-core
expenses
(vi)Latest analyst forecasts are within a
range of USD 931m and USD 984m for FY24 gross revenue and USD 105m
and USD 115m for FY24 Adjusted EBITDA
For further
information:
Team Internet Group Plc
|
+44 (0)
203 388 0600
|
Michael
Riedl, Chief Executive Officer
|
|
William
Green, Chief Financial Officer
|
|
Zeus Capital Limited (NOMAD
and Joint Broker)
|
|
Nick Cowles / James Edis
(Investment Banking)
|
+44 (0)
161 831 1512
|
Dominic King (Corporate
Broking)
|
+44 (0)
203 829 5000
|
Berenberg (Joint
Broker)
|
+44 (0)
203 207 7800
|
Mark
Whitmore / Richard Andrews / Alix Mecklenburg-Solodkoff
|
|
SEC Newgate (for
Media)
|
teaminternet@secnewgate.co.uk
|
Bob
Huxford / Harry Handyside / Tom Carnegie
|
+44 (0)
203 757 6880
|
Forward-looking statements
This document includes
forward-looking statements. Whilst these forward-looking statements
are made in good faith, they are based upon the information
available to Team Internet at the date of this document and upon
current expectations, projections, market conditions and
assumptions about future events. These forward-looking statements
are subject to risks, uncertainties and assumptions about the Group
and should be treated with an appropriate degree of
caution.
About Team Internet Group Plc
Team Internet (AIM:
TIG, OTCQX: TIGXF) creates meaningful and successful connections from
businesses to domains, brands to consumers, publishers to
advertisers, enabling everyone to realise their digital ambitions.
The Company is a leading global internet solutions company that
operates in two highly attractive markets: high-growth digital
advertising (Online Marketing segment) and domain name management
solutions (Online Presence segment). The company's Online Marketing
segment creates privacy-safe and AI-generated online consumer
journeys that convert general interest online media users into
confident high conviction consumers through advertorial and review
websites. The Online Presence segment is a critical constituent of
the global online presence and productivity tool ecosystem, where
Team Internet serves as the primary distribution channel for a wide
range of digital products. The company's high-quality earnings come
from subscription recurring revenues in the Online Presence segment
and revenue share on rolling utility-style contracts in the Online
Marketing segment.
For more information please
visit: www.teaminternet.com.
MANAGEMENT COMMENTARY ON PERFORMANCE
Introduction
Team Internet continued to deliver
growth in trading results, through a combination of organic growth
and the strong performance of businesses acquired over the last
several years.
Performance overview
The Group's key financial metrics are listed
below:
|
Six months
ended
30 June
2024
|
Six months
ended
30 June
2023
Restated*
|
Change
|
|
USD m
|
USD m
|
%
|
Revenue
|
409.7
|
396.4
|
3%
|
Net revenue/gross profit
|
97.7
|
91.2
|
7%
|
Adjusted EBITDA
|
46.6
|
44.6
|
4%
|
Operating profit
|
22.9
|
20.2
|
13%
|
Adjusted operating cash conversion (note 9)
|
87%
|
94%
|
n.m.
|
Profit after tax
|
9.8
|
9.4
|
4%
|
EPS - Basic (cents)
|
3.84
|
3.40
|
13%
|
EPS - Diluted (cents)
|
3.73
|
3.37
|
10%
|
EPS - Adjusted earnings - Basic (cents)
(note 7)
|
11.07
|
9.72
|
14%
|
EPS - Adjusted earnings - Diluted (cents)
(note 7)
|
10.74
|
9.63
|
12%
|
*
Certain prior period figures are restated, please
refer to note 12 for further information.
Segmental analysis
Organic growth rates quoted below
are calculated on a pro forma basis including all of the Group's
constituents as of the last balance sheet dates and adjusted for
non-recurring or non-cash revenues and on a constant currency
basis.
Online Marketing segment
Gross revenue increased by USD
8.1m, or 3%, from USD 304.4m to USD 312.5m, with Net revenue
increasing by 5% from USD 61.8m to USD 65.0m demonstrating improved
operating margins. Organic gross revenue grew at a rate of 9% for
TTM 2024, driven by 16% growth in the number of consumer journeys,
from 5.3 billion for TTM 2023 to 6.1 billion for TTM 2024. Click
prices continue to be under pressure on both the demand (revenue)
and supply (cost of sales) side, with RPM decreasing by 12%
from USD 100 to USD
88(1).
Our Online Marketing segment aims
to become the leading Digital Audience Matching platform. We match
audiences and advertisers between platforms that are not innately
integrated, such as linking social media users with search ad
campaigns on leading search engines, programmatic display, and
video ad inventory. We also connect users starting their product
search on search engines with leading e-commerce platforms and
their marketplace partners. In line with our OM2 -
omni-media, omni-monetisation - vision, we continually expand our
network of digital audiences and demand sources. By harnessing the
power of artificial intelligence, we enhance the relevance and
value of our first-party data as we expand our international
footprint.
The Group aims to leverage the
Shinez platform to generate revenue from previously unmonetised
TONIC and VGL visitor sessions through programmatic display and
video advertising on a pay-per-view basis. In return, the
behavioural insights gathered from TONIC and VGL will enable Shinez
to more effectively connect advertisers with relevant audiences
when viewing its content. By doing so, we will drive future
profitability through improved targeting, increased RPM, and the
accumulation of valuable first-party data.
Online Presence segment
Reported gross revenue in this
segment increased by 6% from USD 92.0m in H1 2023 to USD 97.2m in
H1 2024. Net revenue increased by 11% from USD 29.4m to USD 32.7m,
with much improved operating margins. Organic gross revenue growth for the Online Presence segment
was 8% for TTM 2024, continuing the year-on-year growth which the
segment demonstrated throughout 2023, driven by the structural
shift in demand towards Top Level Domains where Team Internet has a
competitive edge.
The number of processed domain
registration years decreased by 3% from 13.8m for TTM 2023 to 13.4m
for TTM 2024, and the average revenue per domain year increased by
13.3% from USD 10.5 to USD 11.9(2).
The Online Presence segment
empowers businesses and individuals worldwide to create, maintain,
and protect their digital identities, starting with a domain name.
This segment serves its global subscriber base through both direct
and indirect channels.
Michael Riedl
Chief Executive Officer
(1) Based on analysis of c.81% of the Online Marketing segment
which can be adequately and reliably described by this
KPI
(2) Based on analysis of c.86% of this segment which can be
adequately and reliably described by this KPI
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
|
|
Unaudited
Six months
ended
30 June
2024
|
|
Unaudited
Six months
ended
30 June
2023
Restated*
|
|
Audited
Year ended
31
December
2023
Restated*
|
|
Note
|
USD m
|
|
USD m
|
|
USD m
|
|
|
|
|
|
|
|
Revenue
|
4
|
409.7
|
|
396.4
|
|
836.9
|
Cost of
sales
|
|
(312.0)
|
|
(305.2)
|
|
(645.8)
|
Net
revenue/gross profit
|
|
97.7
|
|
91.2
|
|
191.1
|
Operating
expenses
|
|
(73.5)
|
|
(68.7)
|
|
(140.9)
|
Share-based payment expenses
|
|
(1.3)
|
|
(2.3)
|
|
(4.5)
|
Operating
profit
|
|
22.9
|
|
20.2
|
|
45.7
|
|
|
|
|
|
|
|
Adjusted
EBITDA(a)
|
|
46.6
|
|
44.6
|
|
96.4
|
Depreciation of property, plant and equipment
|
|
(1.3)
|
|
(1.5)
|
|
(3.3)
|
Amortisation and impairment of intangible assets
|
|
(20.3)
|
|
(18.5)
|
|
(38.8)
|
Non-core
operating expenses(b)
|
5
|
(1.6)
|
|
(0.5)
|
|
(2.7)
|
Foreign
exchange
|
|
0.8
|
|
(1.6)
|
|
(1.4)
|
Share-based payment expenses
|
|
(1.3)
|
|
(2.3)
|
|
(4.5)
|
Operating
profit
|
|
22.9
|
|
20.2
|
|
45.7
|
|
|
|
|
|
|
|
Finance
income
|
|
0.6
|
|
-
|
|
0.6
|
Finance
costs
|
|
(9.1)
|
|
(6.9)
|
|
(16.2)
|
Net
finance costs
|
6
|
(8.5)
|
|
(6.9)
|
|
(15.6)
|
Profit before
taxation
|
|
14.4
|
|
13.3
|
|
30.1
|
Income
tax
|
|
(4.6)
|
|
(3.9)
|
|
(5.0)
|
Profit after
taxation
|
|
9.8
|
|
9.4
|
|
25.1
|
Exchange
differences on translation of foreign operations
|
|
(5.7)
|
|
0.9
|
|
4.8
|
Gain
arising on changes in fair value of hedging instruments
|
|
1.1
|
|
0.9
|
|
-
|
Total comprehensive profit
for the period
|
|
5.2
|
|
11.2
|
|
29.9
|
|
|
|
|
|
|
|
Earnings per
share:
|
|
|
|
|
|
|
Basic
(cents)
|
7
|
3.84
|
|
3.40
|
|
9.20
|
Diluted
(cents)
|
7
|
3.73
|
|
3.37
|
|
8.89
|
Adjusted
earnings - Basic (cents)
|
7
|
11.07
|
|
9.72
|
|
23.27
|
Adjusted
earnings - Diluted (cents)
|
7
|
10.74
|
|
9.63
|
|
22.46
|
All amounts relate to continuing
activities
|
|
|
|
(a) Earnings before interest, tax, depreciation, amortisation and
impairment, non-core operating expenses, foreign exchange gains and
losses, and share-based payment expenses.
|
|
(b) Non-core operating expenses include items related primarily
to acquisition, integration and other related costs, which are not
incurred as part of the underlying trading
performance of the Group, and which are therefore adjusted for, in
line with Group policy.
* Certain prior period
figures are restated, please refer to note 12 for further
information.
|
|
|
|
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
|
|
Unaudited
30 June
2024
|
|
Unaudited
30 June
2023
Restated*
|
|
Audited
31
December
2023
Restated*
|
Note
|
USD m
|
|
USD m
|
|
USD m
|
ASSETS
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
Property,
plant and equipment
|
|
2.6
|
|
2.2
|
|
2.6
|
Right-of-use assets
|
|
4.7
|
|
4.7
|
|
4.6
|
Intangible assets
|
8
|
337.5
|
|
332.3
|
|
323.6
|
Other
non-current assets
|
|
0.1
|
|
0.2
|
|
0.1
|
Deferred
tax assets
|
|
14.5
|
|
10.2
|
|
12.8
|
Derivative financial instruments
|
|
0.9
|
|
0.7
|
|
-
|
|
|
360.3
|
|
350.3
|
|
343.7
|
Current
assets
|
|
|
|
|
|
|
Trade and
other receivables
|
|
117.1
|
|
94.2
|
|
106.7
|
Inventory
|
|
0.3
|
|
0.5
|
|
0.2
|
Derivative financial instruments
|
|
-
|
|
0.7
|
|
-
|
Cash and
bank balances
|
|
86.2
|
|
82.6
|
|
92.7
|
|
|
203.6
|
|
178.0
|
|
199.6
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
563.9
|
|
528.3
|
|
543.3
|
|
|
|
|
|
|
|
EQUITY AND
LIABILITIES
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share
capital
|
|
0.3
|
|
0.3
|
|
0.3
|
Share
premium
|
|
-
|
|
98.3
|
|
-
|
Merger
relief reserve
|
|
5.3
|
|
5.3
|
|
5.3
|
Share-based payments reserve
|
|
27.4
|
|
26.4
|
|
25.7
|
Cash flow
hedging reserve
|
|
0.9
|
|
0.7
|
|
(0.2)
|
Foreign
exchange translation reserve
|
|
(11.7)
|
|
(9.9)
|
|
(6.0)
|
Retained
earnings
|
|
119.7
|
|
40.3
|
|
128.2
|
Total
equity
|
|
141.9
|
|
161.4
|
|
153.3
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
Other
payables
|
|
5.6
|
|
7.2
|
|
4.5
|
Lease
liabilities
|
|
3.2
|
|
3.2
|
|
3.2
|
Deferred
tax liabilities
|
|
26.9
|
|
26.6
|
|
28.0
|
Borrowings
|
|
196.7
|
|
151.2
|
|
166.3
|
Derivative financial instruments
|
|
-
|
|
-
|
|
0.2
|
|
|
232.4
|
|
188.2
|
|
202.2
|
Current
liabilities
|
|
|
|
|
|
|
Trade,
other payables and accruals
|
|
187.7
|
|
176.7
|
|
185.9
|
Lease
liabilities
|
|
1.6
|
|
1.7
|
|
1.6
|
Borrowings
|
|
0.3
|
|
0.3
|
|
0.3
|
|
|
189.6
|
|
178.7
|
|
187.8
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
422.0
|
|
366.9
|
|
390.0
|
|
|
|
|
|
|
|
TOTAL EQUITY AND
LIABILITIES
|
|
563.9
|
|
528.3
|
|
543.3
|
|
|
|
|
|
|
|
|
|
The
financial statements on pages 1 to 20 were approved by the Board of
Directors and authorised for issue on 12 August 2024.
*
Certain prior period figures are restated, please
refer to note 12 for further information.
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
|
Share
capital
USD m
|
Share
premium
USD m
|
Merger relief
reserve
USD m
|
Share- based payments
reserve USD m
|
Cash flow
hedging
Reserve USD
m
|
Foreign exchange translation
reserve
USD m
|
Retained
earnings
USD m
|
Equity attributable to
owners
of the Parent
Company
USD m
|
Balance as at 1 January
2023
|
0.3
|
98.3
|
5.3
|
24.1
|
(0.2)
|
(10.8)
|
50.0
|
167.0
|
Prior
year restatement (note 12)
|
-
|
-
|
-
|
-
|
-
|
|
(1.1)
|
(1.1)
|
Restated balance at 1
January 2023
|
0.3
|
98.3
|
5.3
|
24.1
|
(0.2)
|
(10.8)
|
48.9
|
165.9
|
Profit
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
9.4
|
9.4
|
Translation of foreign operations
|
-
|
-
|
-
|
-
|
-
|
0.9
|
-
|
0.9
|
Other
comprehensive income - changes in fair value of hedging
instruments
|
-
|
-
|
-
|
-
|
0.9
|
-
|
-
|
0.9
|
Total comprehensive profit
for the period
|
-
|
-
|
-
|
-
|
0.9
|
0.9
|
9.4
|
11.2
|
Dividends
paid on equity shares
|
-
|
-
|
-
|
-
|
-
|
-
|
(3.6)
|
(3.6)
|
Repurchase of shares
|
-
|
-
|
-
|
-
|
-
|
-
|
(14.4)
|
(14.4)
|
Share-based payments
|
-
|
-
|
-
|
1.4
|
-
|
-
|
-
|
1.4
|
Share-based payments - deferred tax
|
-
|
-
|
-
|
0.9
|
-
|
-
|
-
|
0.9
|
Balance as at 30 June
2023
|
0.3
|
98.3
|
5.3
|
26.4
|
0.7
|
(9.9)
|
40.3
|
161.4
|
Profit
for the period (restated, see note 12)
|
-
|
-
|
-
|
-
|
-
|
-
|
15.7
|
15.7
|
Translation of foreign operations (restated, see note
12)
|
-
|
-
|
-
|
-
|
-
|
3.9
|
-
|
3.9
|
Other
comprehensive income - changes in fair value of hedging
instruments
|
-
|
-
|
-
|
-
|
(0.9)
|
-
|
-
|
(0.9)
|
Total comprehensive profit
for the period
|
-
|
-
|
-
|
-
|
(0.9)
|
3.9
|
15.7
|
18.7
|
Cancellation of shares
|
-
|
(98.3)
|
-
|
-
|
-
|
-
|
98.3
|
-
|
Repurchase of shares
|
-
|
-
|
-
|
-
|
-
|
-
|
(26.1)
|
(26.1)
|
Share-based payments
|
-
|
-
|
-
|
1.8
|
-
|
-
|
-
|
1.8
|
Share-based payments - deferred tax
|
-
|
-
|
-
|
(2.5)
|
-
|
-
|
-
|
(2.5)
|
Balance as at 31 December
2023
|
0.3
|
-
|
5.3
|
25.7
|
(0.2)
|
(6.0)
|
128.2
|
153.3
|
Profit
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
9.8
|
9.8
|
Translation of foreign operations
|
-
|
-
|
-
|
-
|
-
|
(5.7)
|
-
|
(5.7)
|
Other
comprehensive income - changes in fair value of hedging
instruments
|
-
|
-
|
-
|
-
|
1.1
|
-
|
-
|
1.1
|
Total comprehensive profit
for the period
|
-
|
-
|
-
|
-
|
1.1
|
(5.7)
|
9.8
|
5.2
|
Dividends
paid on equity shares
|
-
|
-
|
-
|
-
|
-
|
-
|
(6.4)
|
(6.4)
|
Repurchase of shares
|
-
|
-
|
-
|
-
|
-
|
-
|
(11.9)
|
(11.9)
|
Share-based payments
|
-
|
-
|
-
|
0.5
|
-
|
-
|
-
|
0.5
|
Share-based payments - deferred tax
|
-
|
-
|
-
|
1.2
|
-
|
-
|
-
|
1.2
|
Balance as at 30 June
2024
|
0.3
|
-
|
5.3
|
27.4
|
0.9
|
(11.7)
|
119.7
|
141.9
|
· Share capital represents the nominal value of the Company's
cumulative issued share capital.
· Share premium represents the cumulative excess of the fair
value of consideration received for the issue of shares in excess
of their nominal value less attributable share issue costs and
other permitted reductions.
· Merger relief reserve represents the cumulative excess of the
fair value of consideration received for the issue of shares in
excess of their nominal value less attributable shares issue costs
and other permitted reductions.
· Share-based payments reserve represents the cumulative value
of share-based payments recognised through equity and deferred tax
assets arising thereon.
· Cash
flow hedging reserve represents the effective portion of changes in
the fair value of derivatives.
· Foreign exchange translation reserve represents the
cumulative exchange differences arising on Group
consolidation.
· Retained earnings represents the cumulative value of the
profits not distributed to Shareholders but retained to finance the
future capital requirements of the Group.
NOTES TO THE UNAUDITED FINANCIAL
STATEMENTS
1. General
information
Team Internet Group Plc is the UK
holding company of a group of companies whose principal activities
create meaningful and successful connections from businesses to
domains, brands to consumers, publishers to advertisers, enabling
everyone to realise their digital ambitions. The Company is
registered in England and Wales (company number 08576358). Its
registered office and principal place of business is 4th Floor,
Saddlers House, 44 Gutter Lane, London EC2V 6BR.
2. Basis of
preparation
The financial results for the six
months ended 30 June 2024 have been prepared in accordance with the
accounting policies outlined in the Group's 2023 statutory
financial statements, except for the changes to IAS 1: Presentation
of Financial Statements effective 1 January 2024 and the
classification of the reassessment of contingent consideration in
the income statement, and comply with the disclosure requirements
of IAS 34: Interim Financial Reporting. The financial statements
have been restated for the changes in accounting policies and
errors in respect of contingent consideration, please refer to note
12 for further information.
The Group adopted the following
new pronouncements during the period to 30 June 2024, which did not
have a material impact on the Group's interim financial
statements:
• Amendment to IFRS 16 - Leases on
sale and leaseback; and
• Amendment to IAS 7 and IFRS 7 -
Supplier finance.
The unaudited financial results
are condensed and do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006. The financial
statements for the year ended 31 December 2023, upon which the
auditors issued an unqualified opinion, are available on the
Group's website and did not contain statements under section 498(2)
or (3) of the Companies Act 2006. These interim financial
statements for the six-month period ended 30 June 2024 have been
reviewed, not audited.
Going concern
The Directors have procedures in
place to review the forecasts and budgets for the going concern
review period, which have been drawn up with appropriate regard for
the macroeconomic environment in which the Group operates,
particular circumstances influencing the domain name and online
advertising industry and the Group itself. These were prepared with
reference to historical and current industry knowledge, as well as
contractual trading activities and prospects that relate to the
future strategy of the Group. As a result, at the time of approving
the financial statements, the Directors consider that the Group has
sufficient resources to continue in operational existence for the
foreseeable future, and that it is therefore appropriate to adopt
the going concern basis in the preparation of the financial
statements.
As at 30 June 2024, the Group had
access to over USD 136.2m of liquidity, comprising cash and cash
equivalents of USD 86.2m and access to an undrawn Revolving Credit
Facility (RCF) of USD 50.0 million. In considering whether the
Group's financial statements can be prepared on a going concern
basis, the Directors have reviewed the Group's business activities
together with factors likely to affect its performance, financial
position and access to liquidity (including consideration of
financial covenants).
The Group has net current assets
of USD 14.0m at 30 June 2024. Current liabilities include USD 23.5m
of liabilities not expected to result in a cash outflow in the
foreseeable future, comprising deferred revenue of USD 5.7m and
payments received on account from customers of USD 17.8m. Excluding
these liabilities, the Group has net current assets of USD
37.5m.
The Directors have, after careful
consideration of the factors set out above, concluded that it is
appropriate to adopt the going concern basis for the preparation of
the financial statements, and the financial statements do not
include any adjustments that would result if the going concern
basis was not appropriate.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
3. Segment
analysis
Operating segments are organised
around the products and services of the business and are prepared
in a manner consistent with the internal reporting used by the
chief operating decision maker to determine allocation of resources
to segments and to assess segmental performance. The Directors do
not rely on analyses of segment assets and liabilities, nor on
segmental cash flows arising from the operating, investing and
financing activities for each reportable segment, for their
decision making and therefore have not included them.
The Group has two reporting
segments, Online Marketing and Online Presence. Online Marketing is
comprised of three operating segments which meet the qualitative
and quantitative thresholds for aggregation as one reporting
segment. Online Presence is comprised of one operating
segment.
Our Online Marketing
segment aims to become the leading Digital
Audience Matching platform, matching audiences and advertisers
between platforms that are not innately integrated.
Our Online Presence segment enables business and
individuals globally to create, maintain and protect their digital
identity online, commencing the journey with a domain name. The
Online Presence segment is serving its global subscriber base
through direct and indirect channels.
The Group's reporting segments
performed as follows during the period:
|
|
Unaudited
Six months
ended
30 June
2024
USD m
|
|
Unaudited
Six months
ended
30 June
2023
USD m
|
|
Audited
Year ended
31
December
2023
USD m
|
Online
Marketing
|
|
|
|
|
|
|
Revenue
|
|
312.5
|
|
304.4
|
|
657.1
|
Cost of
sales
|
|
(247.5)
|
|
(242.6)
|
|
(525.4)
|
Net
revenue/gross profit
|
|
65.0
|
|
61.8
|
|
131.7
|
Online
Presence
|
|
|
|
|
|
|
Revenue
|
|
97.2
|
|
92.0
|
|
179.8
|
Cost of
sales
|
|
(64.5)
|
|
(62.6)
|
|
(120.4)
|
Net
revenue/gross profit
|
|
32.7
|
|
29.4
|
|
59.4
|
|
|
|
|
|
|
|
Total
revenue
|
|
409.7
|
|
396.4
|
|
836.9
|
Total
cost of sales
|
|
(312.0)
|
|
(305.2)
|
|
(645.8)
|
Total net revenue/gross
profit
|
|
97.7
|
|
91.2
|
|
191.1
|
|
|
|
|
|
|
|
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
4.
Revenue
The Group's revenue is generated
indirectly from consumers located in the following geographical
areas:
|
Unaudited
Six months
ended
30 June
2024
USD m
|
%
|
Unaudited
Six months
ended
30 June
2023
USD m
|
%
|
Audited
Year ended
31 December
2023
USD m
|
%
|
Americas
|
182.9
|
45%
|
206.3
|
52%
|
444.5
|
53%
|
EMEA
|
198.9
|
48%
|
157.4
|
40%
|
326.2
|
39%
|
APAC
|
27.9
|
7%
|
32.7
|
8%
|
66.2
|
8%
|
|
409.7
|
100%
|
396.4
|
100%
|
836.9
|
100%
|
The Group's revenue is invoiced
directly to the following geographical areas:
|
Unaudited
Six months
ended
30 June
2024
USD m
|
%
|
Unaudited
Six months
ended
30
June
2023
USD m
|
%
|
Audited
Year ended
31 December
2023
USD m
|
%
|
Americas
|
55.7
|
14%
|
44.9
|
11%
|
90.7
|
11%
|
EMEA
|
339.5
|
83%
|
334.9
|
85%
|
714.1
|
85%
|
APAC
|
14.5
|
3%
|
16.6
|
4%
|
32.1
|
4%
|
|
409.7
|
100%
|
396.4
|
100%
|
836.9
|
100%
|
On a reporting segment basis, the
Group's revenue is invoiced directly to the following geographical
areas:
|
Unaudited
Six months
ended
30 June
2024
USD m
|
%
|
Unaudited
Six months
ended
30 June
2023
USD m
|
%
|
Audited
Year ended
31 December
2023
USD m
|
%
|
Online
Marketing
|
|
|
|
|
|
|
Americas
|
16.1
|
4%
|
9.3
|
3%
|
20.5
|
3%
|
EMEA
|
292.4
|
71%
|
289.9
|
73%
|
626.5
|
75%
|
APAC
|
4.0
|
1%
|
5.2
|
1%
|
10.1
|
1%
|
|
312.5
|
76%
|
304.4
|
77%
|
657.1
|
79%
|
Online
Presence
|
|
|
|
|
|
|
Americas
|
39.6
|
10%
|
35.6
|
9%
|
70.2
|
8%
|
EMEA
|
47.1
|
11%
|
45.0
|
11%
|
87.6
|
10%
|
APAC
|
10.5
|
3%
|
11.4
|
3%
|
22.0
|
3%
|
|
97.2
|
24%
|
92.0
|
23%
|
179.8
|
21%
|
|
|
|
|
|
|
|
Total
revenue
|
409.7
|
100%
|
396.4
|
100%
|
836.9
|
100%
|
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
5. Non-core operating
expenses
|
Unaudited
Six months
ended
30 June
2024
USD m
|
|
Unaudited
Six months
ended
30 June
2023
Restated*
USD m
|
|
Audited
Year ended
31
December
2023
Restated*
USD m
|
Acquisition costs
|
3.1
|
|
2.6
|
|
4.7
|
Reassessment of contingent consideration
|
(2.4)
|
|
(4.9)
|
|
(7.0)
|
Total
acquisition related costs/(income)
|
0.7
|
|
(2.3)
|
|
(2.3)
|
Integration and streamlining costs
|
0.5
|
|
1.6
|
|
3.3
|
Other
costs
|
0.4
|
|
1.2
|
|
1.7
|
Non-core operating
expenses
|
1.6
|
|
0.5
|
|
2.7
|
|
|
|
|
|
|
* Certain prior period figures are
restated, please refer to note 12 for further
information.
6. Net finance
costs
|
Unaudited
Six months
ended
30 June
2024
USD m
|
|
Unaudited
Six months
ended
30 June
2023
Restated*
USD m
|
|
Audited
Year ended
31
December
2023
Restated*
USD m
|
Finance
income
|
(0.6)
|
|
-
|
|
(0.6)
|
Impact of
unwinding of discount on net present value of deferred
consideration
|
0.4
|
|
0.8
|
|
1.2
|
Amortisation of arrangement fees on borrowings
|
0.7
|
|
0.7
|
|
1.4
|
Interest
on bank borrowings
|
7.4
|
|
6.1
|
|
13.5
|
Other
interest
|
0.5
|
|
-
|
|
-
|
Interest
expense on leases
|
0.1
|
|
0.1
|
|
0.2
|
Gain
arising on derivatives classified as fair value hedges
|
-
|
|
(0.8)
|
|
(0.1)
|
Net finance
costs
|
8.5
|
|
6.9
|
|
15.6
|
|
|
|
|
|
|
* Certain period figures are
restated, please refer to note 12 for further
information.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
7. Earnings per
share
Earnings per share has been
calculated by dividing the consolidated profit after taxation
attributable to ordinary Shareholders by the weighted average
number of ordinary shares in issue during the period, plus vested
options, as these options have little or no exercise price, less
shares held in treasury and by the Group's Employee Benefit
Trust.
Diluted earnings per share has
been calculated on the same basis as above, except that the
weighted average number of ordinary shares that would be issued on
the conversion of the unvested dilutive potential ordinary shares
as calculated using the treasury stock method (arising from the
Group's share option scheme) into ordinary shares has been added to
the denominator. Exact numbers have been
used in the calculation of earnings per
share, rather than the rounded numbers used in the financial
statements.
|
Unaudited
Six months
ended
30 June
2024
USD m
|
|
Unaudited
Six months
ended
30 June
2023
Restated*
USD m
|
|
Audited
Year ended
31
December
2023
Restated*
USD m
|
|
|
|
|
|
|
Profit
after tax attributable to owners
|
9.8
|
|
9.4
|
|
25.1
|
Operating
profit
|
22.9
|
|
20.2
|
|
45.7
|
Depreciation of property, plant and equipment
|
1.3
|
|
1.5
|
|
3.3
|
Amortisation and impairment of intangible assets
|
20.3
|
|
18.5
|
|
38.8
|
Non-core
operating expenses
|
1.6
|
|
0.5
|
|
2.7
|
Foreign
exchange (gain)/loss
|
(0.8)
|
|
1.6
|
|
1.4
|
Share-based payment expenses
|
1.3
|
|
2.3
|
|
4.5
|
Adjusted
EBITDA
|
46.6
|
|
44.6
|
|
96.4
|
Depreciation
|
(1.3)
|
|
(1.5)
|
|
(3.3)
|
Net
finance costs (excluding gains arising on derivatives classified as
fair value hedges) - note 6
|
(8.5)
|
|
(7.7)
|
|
(15.7)
|
Current
income tax
|
(8.5)
|
|
(8.5)
|
|
(14.0)
|
Adjusted
earnings
|
28.3
|
|
26.9
|
|
63.4
|
|
|
|
|
|
|
Weighted average number of
shares:
|
|
|
|
|
|
Basic
|
255,427,532
|
|
276,168,951
|
|
272,131,265
|
Effect of
dilutive potential ordinary shares
|
7,917,828
|
|
2,584,870
|
|
9,869,695
|
Diluted
average number of shares
|
263,345,360
|
|
278,753,821
|
|
282,000,960
|
Earnings per
share:
|
|
|
|
|
|
Basic
(cents)
|
3.84
|
|
3.40
|
|
9.20
|
Diluted
(cents)
|
3.73
|
|
3.37
|
|
8.89
|
Adjusted
earnings - Basic (cents)
|
11.07
|
|
9.72
|
|
23.27
|
Adjusted
earnings - Diluted (cents)
|
10.74
|
|
9.63
|
|
22.46
|
* Certain
prior period figures are restated, please refer to note 12 for
further information.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
8.
Intangible assets
|
|
Domain
names
USD m
|
Software
USD m
|
Customer
list
USD m
|
Patents and
trademarks
USD m
|
Goodwill
USD m
|
Intellectual
property
USD m
|
Total
USD m
|
|
Cost or deemed
cost
|
|
|
|
|
|
|
|
|
At 1
January 2023
|
43.3
|
58.9
|
101.1
|
10.2
|
217.4
|
4.5
|
435.4
|
|
Restatement (note 12)
|
-
|
-
|
-
|
-
|
(5.6)
|
-
|
(5.6)
|
|
At 1
January 2023 (restated)
|
43.3
|
58.9
|
101.1
|
10.2
|
211.8
|
4.5
|
429.8
|
|
Additions
|
1.7
|
2.2
|
-
|
-
|
-
|
1.7
|
5.6
|
|
Exchange
differences
|
0.4
|
0.4
|
1.3
|
-
|
1.3
|
0.1
|
3.5
|
|
At 30 June
2023
|
45.4
|
61.5
|
102.4
|
10.2
|
213.1
|
6.3
|
438.9
|
|
Amortisation and
impairment
|
|
|
|
|
|
|
|
|
At 1
January 2023
|
11.7
|
25.3
|
42.7
|
2.3
|
3.6
|
1.9
|
87.5
|
|
Charge
for the period
|
3.7
|
6.3
|
7.2
|
0.5
|
-
|
0.8
|
18.5
|
|
Exchange
differences
|
0.2
|
0.1
|
0.2
|
-
|
-
|
0.1
|
0.6
|
|
At 30 June
2023
|
15.6
|
31.7
|
50.1
|
2.8
|
3.6
|
2.8
|
106.6
|
|
Net book
value
|
|
|
|
|
|
|
|
|
At 1
January 2023 (restated)
|
31.6
|
33.6
|
58.4
|
7.9
|
208.2
|
2.6
|
342.3
|
|
At 30 June
2023
|
29.8
|
29.8
|
52.3
|
7.4
|
209.5
|
3.5
|
332.3
|
|
|
|
|
|
|
|
|
|
Cost or deemed
cost
|
|
|
|
|
|
|
|
At 1 July 2023
|
45.4
|
61.5
|
102.4
|
10.2
|
213.1
|
6.3
|
438.9
|
Additions
|
1.6
|
3.2
|
-
|
-
|
-
|
1.3
|
6.1
|
Acquisition of subsidiary
|
-
|
0.5
|
0.6
|
-
|
1.3
|
-
|
2.4
|
Exchange differences
|
0.4
|
0.3
|
0.6
|
-
|
2.4
|
0.2
|
3.9
|
At 31 December
2023
|
47.4
|
65.5
|
103.6
|
10.2
|
216.8
|
7.8
|
451.3
|
Amortisation
and impairment
|
|
|
|
|
|
|
|
At 1 July 2023
|
15.6
|
31.7
|
50.1
|
2.8
|
3.6
|
2.8
|
106.6
|
Charge for the period
|
4.0
|
6.6
|
7.4
|
0.4
|
-
|
1.2
|
19.6
|
Impairment
|
-
|
-
|
-
|
-
|
-
|
0.7
|
0.7
|
Exchange differences
|
-
|
0.3
|
0.5
|
-
|
-
|
-
|
0.8
|
At 31 December
2023
|
19.6
|
38.6
|
58.0
|
3.2
|
3.6
|
4.7
|
127.7
|
Net book
value
|
|
|
|
|
|
|
|
At 1 July 2023 (restated)
|
29.8
|
29.8
|
52.3
|
7.4
|
209.5
|
3.5
|
332.3
|
At 31 December
2023
|
27.8
|
26.9
|
45.6
|
7.0
|
213.2
|
3.1
|
323.6
|
|
Cost or deemed
cost
|
|
|
|
|
|
|
|
|
At 1
January 2024
|
47.4
|
65.5
|
103.6
|
10.2
|
220.2
|
7.8
|
454.7
|
|
Restatement (note 12)
|
-
|
-
|
-
|
-
|
(3.4)
|
-
|
(3.4)
|
|
At 1
January 2024 (restated)
|
47.4
|
65.5
|
103.6
|
10.2
|
216.8
|
7.8
|
451.3
|
|
Additions
|
0.4
|
2.8
|
-
|
-
|
-
|
0.7
|
3.9
|
|
Acquisition of subsidiary
|
-
|
7.0
|
15.3
|
-
|
9.3
|
4.3
|
35.9
|
|
Exchange
differences
|
(0.7)
|
(0.6)
|
(2.3)
|
-
|
(3.8)
|
(0.3)
|
(7.7)
|
|
At 30 June
2024
|
47.1
|
74.7
|
116.6
|
10.2
|
222.3
|
12.5
|
483.4
|
|
Amortisation and
impairment
|
|
|
|
|
|
|
|
|
At 1
January 2024
|
19.6
|
38.6
|
58.0
|
3.2
|
3.6
|
4.7
|
127.7
|
|
Charge
for the period
|
3.9
|
7.4
|
7.4
|
0.5
|
-
|
1.1
|
20.3
|
|
Exchange
differences
|
(0.3)
|
(0.6)
|
(1.0)
|
-
|
-
|
(0.2)
|
(2.1)
|
|
At 30 June
2024
|
23.2
|
45.4
|
64.4
|
3.7
|
3.6
|
5.6
|
145.9
|
|
Net book
value
|
|
|
|
|
|
|
|
|
At 1
January 2024 (restated)
|
27.8
|
26.9
|
45.6
|
7.0
|
213.2
|
3.1
|
323.6
|
|
At 30 June
2024
|
23.9
|
29.3
|
52.2
|
6.5
|
218.7
|
6.9
|
337.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
9. Financial
instruments
The Group is exposed to market
risk, credit risk and liquidity risk arising from financial
instruments. The Group's overall financial risk management policy
focusses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group's financial
performance. The Group does not trade in financial
instruments.
Cash conversion was as
follows:
|
Unaudited
Six months
ended
30 June
2024
USD m
|
|
Unaudited
Six months
ended
30 June
2023
USD m
|
|
Audited
Year ended
31
December
2023
Restated*
USD m
|
Cash
conversion
|
|
|
|
|
|
Cash flow
from operations
|
36.5
|
|
35.3
|
|
78.2
|
Non-core
costs incurred and paid during the period
|
2.2
|
|
3.2
|
|
6.1
|
Change in
working capital due to non-recurring working capital
items
|
1.9
|
|
3.4
|
|
8.3
|
|
|
|
|
|
|
Adjusted cash flow from
operations
|
40.6
|
|
41.9
|
|
92.6
|
Adjusted
EBITDA
|
46.6
|
|
44.6
|
|
96.4
|
Adjusted
operating cash conversion %
|
87%
|
|
94%
|
|
96%
|
* Certain prior period figures are
restated, please refer to note 12 for further
information.
Net debt is shown in the table
below:
|
Bank debt
|
Cash
|
Debt related financial
instruments
|
Net debt
|
|
USD m
|
USD m
|
USD m
|
USD m
|
At 1 January 2023
|
(151.2)
|
94.8
|
(0.2)
|
(56.6)
|
Capital repayments
|
0.1
|
(0.1)
|
-
|
-
|
Prepaid finance cost
additions
|
0.2
|
(0.2)
|
-
|
-
|
Amortisation of prepaid finance
costs
|
(0.6)
|
-
|
-
|
(0.6)
|
Mark-to-market
revaluation
|
-
|
-
|
0.9
|
0.9
|
Other cash movements
|
-
|
(13.6)
|
-
|
(13.6)
|
Foreign exchange
differences
|
-
|
1.7
|
-
|
1.7
|
At 30 June 2023
|
(151.5)
|
82.6
|
0.7
|
(68.2)
|
Drawdown of revolving credit
facility
|
(15.0)
|
15.0
|
-
|
-
|
Capital repayments
|
0.2
|
(0.2)
|
-
|
-
|
Prepaid finance cost
additions
|
0.5
|
(0.5)
|
-
|
-
|
Amortisation of prepaid finance
costs
|
(0.8)
|
-
|
-
|
(0.8)
|
Mark-to-market
revaluation
|
-
|
-
|
(0.9)
|
(0.9)
|
Other cash movements
|
-
|
(5.7)
|
-
|
(5.7)
|
Foreign exchange
differences
|
-
|
1.5
|
-
|
1.5
|
At 31 December 2023
|
(166.6)
|
92.7
|
(0.2)
|
(74.1)
|
Drawdown of revolving credit
facility
|
(30.0)
|
30.0
|
-
|
-
|
Capital repayments
|
0.2
|
(0.2)
|
-
|
-
|
Amortisation of prepaid finance
costs
|
(0.7)
|
-
|
-
|
(0.7)
|
Prepaid finance costs
|
0.1
|
(0.1)
|
|
|
Mark-to-market
revaluation
|
-
|
-
|
1.1
|
1.1
|
Acquisition of Shinez (initial
cash consideration, net of cash acquired)
|
-
|
(31.8)
|
-
|
(31.8)
|
Other cash movements
|
-
|
(2.4)
|
-
|
(2.4)
|
Foreign exchange
differences
|
-
|
(2.0)
|
-
|
(2.0)
|
At 30 June 2024
|
(197.0)
|
86.2
|
0.9
|
(109.9)
|
The Group's drawn-down RCF of USD
50.0m (31 December 2023: USD 20.0m, 30 June 2023: USD 5.0m) is
classified as a non-current liability following the IAS 1 amendment
effective 1 January 2024 (see note 12 for further information). The
RCF would become repayable if the Group breaches a quarterly
covenant, which are leverage and interest cover covenants. There is
no indication that the Group will breach these
covenants.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
10. Business
combinations
Acquisition of Shinez I.O. Ltd
On 26 April 2024, Team Internet
Group Plc acquired the entire issued share capital of a leading
Israel-based online marketing business, Shinez I.O. Ltd from its
current shareholders.
Shinez specialises in the
production and promotion of highly engaging content across diverse
channels such as social media, search engines, and native networks.
Its current 40 popular portals include ourfashiontrends.com,
falafelandcaviar.com and travelerdreams.com. Leveraging this
expertise, Shinez monetises real-time visits through an expansive
network of advertising exchanges, utilising cutting-edge technology
and strategies. This approach maximises the revenue potential of
each piece of content, and positions Shinez at the forefront of
digital marketing innovation.
Team Internet acquired Shinez for
an enterprise value of USD 41.8m, on a net debt-free basis and
subject to customary adjustments for net working capital, payable
in cash. The initial consideration represents a multiple of 4.0x
Shinez's FY23 Adjusted EBITDA. Additional contingent consideration
of up to USD 12.3m will be due subject to Shinez achieving
ambitious financial targets over the next two years, payable in
cash. As the USD 12.3m of contingent payments is also contingent on
continued employment of the shareholders, the fair value of this
consideration will be charged to the income statement within
non-core expenses as remuneration, and is therefore not included
within consideration in the table below.
Total consideration payable in the
table below of USD 42.5m comprises the enterprise value of USD
41.8m, less discounting of deferred consideration of USD 0.7m, plus
working capital adjustments totalling USD 1.4m. Initial cash
consideration, net of cash acquired, is USD 31.8m (USD 37.6m of
initial cash consideration, less cash acquired of USD
5.8m).
The following table summarises the
consideration paid for Shinez I.O. Ltd and the fair values of the
assets and liabilities at the acquisition date, in line with Group
policies. The fair values of the acquired assets and liabilities
are provisional pending completion of the purchase price allocation
as required under IFRS 3: Business combinations ("IFRS
3").
|
|
|
|
USD m
|
Initial
cash consideration (adjusted for cash and working
capital)
|
|
|
|
37.6
|
Consideration contingent on completion of operational
milestones
|
|
|
|
1.3
|
Deferred consideration (USD 4.3m
discounted to present value)
|
|
|
|
3.6
|
Total consideration
|
|
|
|
42.5
|
Fair values recognised on
acquisition
|
|
|
|
|
Assets
|
|
|
|
|
Customer
list
|
|
|
|
15.3
|
Software
|
|
|
|
7.0
|
Intellectual property
|
|
|
|
4.3
|
Trade and
other receivables
|
|
|
|
14.6
|
Deferred
tax asset
|
|
|
|
0.3
|
Corporation tax receivable
|
|
|
|
0.3
|
Cash and cash
equivalents
|
|
|
|
5.8
|
|
|
|
|
47.6
|
Liabilities
|
|
|
|
|
Trade
payables
|
|
|
|
8.2
|
Other
current liabilities
|
|
|
|
3.0
|
Deferred tax liability
|
|
|
|
3.2
|
|
|
|
|
14.4
|
Total identifiable estimated
net assets at fair value
|
|
|
|
33.2
|
Goodwill arising on
acquisition
|
|
|
|
9.3
|
Purchase
consideration
|
|
|
|
42.5
|
For the period post acquisition to
30 June 2024, revenues of USD 10.7m, adjusted EBITDA of USD 0.1m
and a post tax loss of USD 0.6m, including amortisation of acquired
intangibles, have been generated by Shinez. If the acquisition had
been made on 1 January 2024 the contribution to the Group's
results, for the six months ended 30 June 2024, would have been
revenues of USD 39.3m, adjusted EBITDA of USD 1.2m and a profit
after tax of USD nil, including amortisation of acquired
intangibles.
Goodwill arising on the
acquisition primarily relates to the specific synergistic benefits
able to be realised through Shinez being part of the larger Team
Internet Group, as well as goodwill in relation to
employees.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
10. Business combinations
(continued)
Deferred consideration payments
During the six-month period ended
30 June 2024 the following deferred
consideration payments were made:
· The
final deferred cash consideration payment of USD 0.1m was made for
the acquisition of NameAction in January 2024
· The
final deferred cash consideration payment of EUR 1.0m (USD 1.1m)
for the acquisition of SK-NIC was made in two instalments: EUR 0.4m
(USD 0.4m) on March 2024 and EUR 0.6m (USD 0.7m) on May
2024
· A
deferred cash consideration payment of USD 0.4m for the acquisition
of Shinez I.O. Ltd was made on June 2024 in respect of operational
milestones achieved
11. Share buyback programme and
Employee Benefit Trust
During the period, the Company
repurchased 7,074,384 shares under its share buyback programme at
an average share price of GBP 1.34 (FY2023: 22,136,411 shares at a
share price of GBP 1.27). These shares are held in treasury by the
Company. The total share repurchase in H1 2024 is USD
11.9m.
At 30 June 2024 the Employee
Benefit Trust ("EBT") held 7,532,894 shares (31 December 2023:
9,104,431 shares, 30 June 2023: 10,115,916 shares). In H1 2024, the
number of shares held in the EBT reduced due to satisfying the
exercise of share options by employees of the Group. During H1
2024, 546,551 share options were granted, 1,555,964 share options
were exercised and 614,676 share options were forfeited.
The number of shares held, and
outstanding share options is as follows:
|
Unaudited
30 June
2024
Number
|
|
Unaudited
30 June
2023
Number
|
|
Audited
31
December
2023
Number
|
Issued
share capital
|
287,900,000
|
|
288,660,084
|
|
288,660,084
|
Shares
held by the Employee Benefit Trust
|
(7,532,894)
|
|
(10,115,916)
|
|
(9,104,431)
|
Shares
held in Treasury
|
(29,430,795)
|
|
(5,898,850)
|
|
(22,356,411)
|
|
|
|
|
|
|
Share
capital
|
250,936,311
|
|
272,645,318
|
|
257,199,242
|
Outstanding share options
|
9,733,111
|
|
13,608,065
|
|
11,357,200
|
Share capital plus
outstanding share options
|
260,669,422
|
|
286,253,383
|
|
268,556,442
|
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
12. Changes in accounting policies
and correction of errors
Restatements have been made to the
financial statements for the periods ended 31 December 2023 and 30
June 2023 as described below. There are no changes to taxation in
respect of the restatements.
Classification of borrowings
and reassessment of contingent consideration - change in accounting
policies
The consolidated statements of
financial position at 31 December 2023 and at 30 June 2023 have
been restated in line with the amendments to International
Financial Statement IAS 1: Presentation of Financial Statements
("IAS 1"), effective 1 January 2024.
Following the changes to IAS 1,
amounts drawn from the Group's RCF, and all prepaid finance costs,
are classified as non-current liabilities in the financial
statements. This is based on the Group's ability to defer payments
for at least twelve months from the date of the financial
statements as long as the Group is still in compliance with its
banking covenants. This change in accounting policy has been
applied retrospectively, with comparative figures for 31 December
2023 and 30 June 2023 restated, i.e. borrowings of USD 18.6m at 31 December 2023 and of USD 3.6m
at 30 June 2023 have been reclassified from current to non-current
borrowings.
The Group has also changed its
policy in respect of the classification of changes in fair value of
contingent consideration in respect of business combinations.
Previously changes in the fair value of contingent consideration
were recognised within finance costs. The Group has changed its
policy to recognise such items within operating profit in instances
where the fair value is reassessed as a result of over or
underperformance by the acquired entity resulting in more, or less,
consideration payable in relation to an earn-out. This change in
accounting policy provides reliable and more relevant information
on the nature of these transactions. Consequently, a credit of USD
2.8m in the six-month period ended 30 June 2023, and in the year
ended 31 December 2023, has been reclassified from finance costs to
operating expenses (non-core expenses).
Contingent consideration -
correction of errors
Fair value reassessments of
contingent consideration after the finalisation of their fair
value, but within twelve months of the date of acquisition, were
previously accounted for as adjustments to goodwill. Under IFRS 3,
such changes should be accounted for within the income statement.
To correct this, USD 2.1m has been credited to operating costs
(non-core expenses) within the income statement in the six-month
period ended 30 June 2023, and in the year ended 31 December 2023.
Goodwill has increased by USD 2.7m at 30 June 2023 and USD 2.1m at
31 December 2023. Accrued contingent consideration increased by USD
0.5m at 30 June 2023. There has also been an increase of USD 0.1m
to goodwill in respect of foreign exchange differences which
impacted the year ended 31 December 2023 related to these
adjustments, six-month period ended 30 June 2023 USD
nil.
Contingent consideration should be
reassessed at the end of each reporting period. Management did not
fully reassess the contingent consideration at December 2023.
Having now done so, based on the information available as at 31
December 2023, a further USD 2.1m has been credited to operating
costs (non-core expenses) in the income statement for the year
ended 31 December 2023 to correct this error and reduce the
contingent consideration.
In line with IFRS 3, contingent
consideration linked to the continued employment of owners of
acquired entities should be treated as remuneration, charged to the
income statement over the contingent period. Previously the Group
treated these payments as part of the acquisition consideration for
an acquired entity and included these amounts within goodwill.
Consequently, in respect of one business combination, goodwill has
been reduced by USD 5.6m at both 30 June 2023 and 31 December 2023,
and operating costs (non-core expenses) have increased by USD 3.6m
in the year ended 31 December 2023 (of which USD 2.2m relates to
six-month period ended 30 June 2023). The impact on finance costs
for the unwinding of the discount of deferred consideration is a
reduction in finance costs of USD 0.2m for the year ended 31
December 2023 (of which USD 0.1m relates to the six-month period
ended 30 June 2023). Deferred consideration decreased by USD 5.1m
at 31 December 2023 and USD 5.6m at 30 June 2023. Accruals in
respect of contingent consideration treated as remuneration of USD
1.9m have been recognised at 31 December 2023 (30 June 2023: USD
3.3m). The impact on retained earnings at 1 January 2023 is USD
1.1m comprising contingent consideration treated as
remuneration.
Impact on earnings per
share
Earnings per share for the year
ended 31 December 2023 have been impacted by the adjustments
described above; there is no impact from the above adjustments for
earnings per share for the period ended 30 June 2023.
In line with the audited 31
December 2023 financial statements, adjusted earnings per share for
30 June 2023 have been restated to exclude deferred tax, which
mainly relates to items adjusted for within
amortisation.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
12. Changes in
accounting policies and correction of errors
(continued)
The consolidated statement of
comprehensive income, consolidated statement of financial position
and consolidated statement of cash flows have been restated as
follows:
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
|
Unaudited
Six months
ended
30 June
2023
|
Accounting policy
changes
|
Correction of
errors
|
Unaudited
Six months
ended
30 June
2023
Restated
|
|
Audited
Year ended
31 December
2023
|
Accounting policy
changes
|
Correction of
errors
|
Audited
Year ended
31 December
2023
Restated
|
|
USD m
|
USD m
|
USD m
|
USD m
|
|
USD m
|
USD m
|
USD m
|
USD m
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
396.4
|
-
|
-
|
396.4
|
|
836.9
|
-
|
-
|
836.9
|
Cost of
sales
|
(305.2)
|
-
|
-
|
(305.2)
|
|
(645.8)
|
-
|
-
|
(645.8)
|
Net
revenue/gross profit
|
91.2
|
-
|
-
|
91.2
|
|
191.1
|
-
|
-
|
191.1
|
Operating
expenses
|
(71.4)
|
2.8
|
(0.1)
|
(68.7)
|
|
(144.3)
|
2.8
|
0.6
|
(140.9)
|
Share-based payment expenses
|
(2.3)
|
|
-
|
(2.3)
|
|
(4.5)
|
|
-
|
(4.5)
|
Operating
profit
|
17.5
|
2.8
|
(0.1)
|
20.2
|
|
42.3
|
2.8
|
0.6
|
45.7
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
44.6
|
-
|
-
|
44.6
|
|
96.4
|
-
|
-
|
96.4
|
Depreciation of property, plant and equipment
|
(1.5)
|
-
|
-
|
(1.5)
|
|
(3.3)
|
-
|
-
|
(3.3)
|
Amortisation and impairment of intangible assets
|
(18.5)
|
-
|
-
|
(18.5)
|
|
(38.8)
|
-
|
-
|
(38.8)
|
Non-core
operating expenses
|
(3.2)
|
2.8
|
(0.1)
|
(0.5)
|
|
(6.1)
|
2.8
|
0.6
|
(2.7)
|
Foreign
exchange loss
|
(1.6)
|
-
|
-
|
(1.6)
|
|
(1.4)
|
-
|
-
|
(1.4)
|
Share-based payment expenses
|
(2.3)
|
-
|
-
|
(2.3)
|
|
(4.5)
|
-
|
-
|
(4.5)
|
Operating
profit
|
17.5
|
2.8
|
(0.1)
|
20.2
|
|
42.3
|
2.8
|
0.6
|
45.7
|
|
|
|
|
|
|
|
|
|
|
Finance
income
|
-
|
|
-
|
-
|
|
0.6
|
-
|
-
|
0.6
|
Finance
costs
|
(4.2)
|
(2.8)
|
0.1
|
(6.9)
|
|
(13.6)
|
(2.8)
|
0.2
|
(16.2)
|
Net
finance costs
|
(4.2)
|
(2.8)
|
0.1
|
(6.9)
|
|
(13.0)
|
(2.8)
|
0.2
|
(15.6)
|
|
|
|
|
|
|
|
|
|
|
Profit before
tax
|
13.3
|
-
|
-
|
13.3
|
|
29.3
|
-
|
0.8
|
30.1
|
Income
tax
|
(3.9)
|
-
|
-
|
(3.9)
|
|
(5.0)
|
-
|
-
|
(5.0)
|
Profit after
tax
|
9.4
|
-
|
-
|
9.4
|
|
24.3
|
-
|
0.8
|
25.1
|
Exchange
differences on translation of foreign operations
|
0.9
|
-
|
-
|
0.9
|
|
4.7
|
-
|
0.1
|
4.8
|
Gain
arising on changes in fair value of hedging instruments
|
0.9
|
-
|
-
|
0.9
|
|
-
|
-
|
-
|
-
|
Total comprehensive profit
for the period
|
11.2
|
-
|
-
|
11.2
|
|
29.0
|
-
|
0.9
|
29.9
|
|
|
|
|
|
|
|
|
|
|
Earnings per
share:
|
|
|
|
|
|
|
|
|
|
Basic
(cents)
|
3.40
|
-
|
-
|
3.40
|
|
8.94
|
-
|
0.26
|
9.20
|
Diluted
(cents)
|
3.37
|
-
|
-
|
3.37
|
|
8.63
|
-
|
0.26
|
8.89
|
Adjusted
earnings - Basic (cents)
|
11.37
|
(1.65)
|
-
|
9.72
|
|
23.22
|
-
|
0.05
|
23.27
|
Adjusted
earnings - Diluted (cents)
|
11.26
|
(1.63)
|
-
|
9.63
|
|
22.41
|
-
|
0.05
|
22.46
|
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
12. Changes in accounting policies
and correction of errors (continued)
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
|
Unaudited
30 June
2023
|
Accounting policy
changes
|
Correction of
errors
|
Unaudited
30 June
2023
Restated
|
|
Audited
31 December
2023
|
Accounting policy
changes
|
Correction of
errors
|
Audited
31 December
2023
Restated
|
|
USD m
|
USD m
|
USD m
|
USD m
|
|
USD m
|
USD m
|
USD m
|
USD m
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment
|
2.2
|
-
|
-
|
2.2
|
|
2.6
|
-
|
-
|
2.6
|
Right-of-use assets
|
4.7
|
-
|
-
|
4.7
|
|
4.6
|
-
|
-
|
4.6
|
Intangible
assets
|
335.2
|
-
|
(2.9)
|
332.3
|
|
327.0
|
-
|
(3.4)
|
323.6
|
Deferred
receivables
|
0.2
|
-
|
-
|
0.2
|
|
0.1
|
-
|
-
|
0.1
|
Deferred
tax assets
|
10.2
|
-
|
-
|
10.2
|
|
12.8
|
-
|
-
|
12.8
|
Derivative
financial instruments
|
0.7
|
-
|
-
|
0.7
|
|
-
|
-
|
-
|
-
|
|
353.2
|
-
|
(2.9)
|
350.3
|
|
347.1
|
-
|
(3.4)
|
343.7
|
Current
assets
|
|
|
|
|
|
|
|
|
|
Trade and
other receivables
|
94.2
|
-
|
-
|
94.2
|
|
106.7
|
-
|
-
|
106.7
|
Inventory
|
0.5
|
-
|
-
|
0.5
|
|
0.2
|
-
|
-
|
0.2
|
Derivative
financial instruments
|
0.7
|
-
|
-
|
0.7
|
|
-
|
-
|
-
|
-
|
Cash and
bank balances
|
82.6
|
-
|
-
|
82.6
|
|
92.7
|
-
|
-
|
92.7
|
|
178.0
|
-
|
-
|
178.0
|
|
199.6
|
-
|
-
|
199.6
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
531.2
|
-
|
(2.9)
|
528.3
|
|
546.7
|
-
|
(3.4)
|
543.3
|
|
|
|
|
|
|
|
|
|
|
EQUITY AND
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Share
capital
|
0.3
|
-
|
-
|
0.3
|
|
0.3
|
-
|
-
|
0.3
|
Share
premium
|
98.3
|
-
|
-
|
98.3
|
|
-
|
-
|
-
|
-
|
Merger
relief reserve
|
5.3
|
-
|
-
|
5.3
|
|
5.3
|
-
|
-
|
5.3
|
Share-based payments reserve
|
26.4
|
-
|
-
|
26.4
|
|
25.7
|
-
|
-
|
25.7
|
Cash flow
hedging reserve
|
0.7
|
-
|
-
|
0.7
|
|
(0.2)
|
-
|
-
|
(0.2)
|
Foreign
exchange translation reserve
|
(9.9)
|
-
|
-
|
(9.9)
|
|
(6.1)
|
-
|
0.1
|
(6.0)
|
Retained
earnings
|
41.4
|
-
|
(1.1)
|
40.3
|
|
128.5
|
-
|
(0.3)
|
128.2
|
Total
equity
|
162.5
|
-
|
(1.1)
|
161.4
|
|
153.5
|
-
|
(0.2)
|
153.3
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
|
Other
payables
|
8.4
|
-
|
(1.2)
|
7.2
|
|
5.8
|
-
|
(1.3)
|
4.5
|
Lease
liabilities
|
3.2
|
-
|
-
|
3.2
|
|
3.2
|
-
|
-
|
3.2
|
Deferred
tax liabilities
|
26.6
|
-
|
-
|
26.6
|
|
28.0
|
-
|
-
|
28.0
|
Borrowings
|
147.6
|
3.6
|
-
|
151.2
|
|
147.7
|
18.6
|
-
|
166.3
|
Derivative
financial instruments
|
-
|
-
|
-
|
-
|
|
0.2
|
-
|
-
|
0.2
|
|
185.8
|
3.6
|
(1.2)
|
188.2
|
|
184.9
|
18.6
|
(1.3)
|
202.2
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
Trade and
other payables and accruals
|
177.3
|
-
|
(0.6)
|
176.7
|
|
187.8
|
-
|
(1.9)
|
185.9
|
Lease
liabilities
|
1.7
|
-
|
-
|
1.7
|
|
1.6
|
-
|
-
|
1.6
|
Borrowings
|
3.9
|
(3.6)
|
-
|
0.3
|
|
18.9
|
(18.6)
|
-
|
0.3
|
|
182.9
|
(3.6)
|
(0.6)
|
178.7
|
|
208.3
|
(18.6)
|
(1.9)
|
187.8
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
368.7
|
-
|
(1.8)
|
366.9
|
|
393.2
|
-
|
(3.2)
|
390.0
|
|
|
|
|
|
|
|
|
|
|
Total equity and
liabilities
|
531.2
|
-
|
(2.9)
|
528.3
|
|
546.7
|
-
|
(3.4)
|
543.3
|
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
(continued)
12. Changes in accounting policies
and correction of errors (continued)
CONSOLIDATED STATEMENT OF
CASH FLOWS
|
Unaudited
Six months
ended
30 June
2023
|
Accounting policy
changes
|
Correction of
errors
|
Unaudited
Six months
ended
30 June
2023
Restated
|
|
Audited
Year ended
31 December
2023
|
Accounting policy
changes
|
Correction of
errors
|
Audited
Year ended
31 December
2023
Restated
|
|
USD m
|
USD m
|
USD m
|
USD m
|
|
USD m
|
USD m
|
USD m
|
USD m
|
Cash flow from operating
activities
|
|
|
|
|
|
|
|
|
|
Profit
before taxation
|
13.3
|
-
|
-
|
13.3
|
|
29.3
|
-
|
0.8
|
30.1
|
Adjustments
for:
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment
|
1.5
|
-
|
-
|
1.5
|
|
3.3
|
-
|
-
|
3.3
|
Amortisation and impairment of intangible assets
|
18.5
|
-
|
-
|
18.5
|
|
38.8
|
-
|
-
|
38.8
|
Finance
costs (net)
|
4.2
|
2.8
|
(0.1)
|
6.9
|
|
13.0
|
2.8
|
(0.2)
|
15.6
|
Share-based payments
|
2.3
|
-
|
-
|
2.3
|
|
4.5
|
-
|
-
|
4.5
|
Decrease/(increase) in trade and other receivables
|
4.0
|
-
|
-
|
4.0
|
|
(8.5)
|
-
|
-
|
(8.5)
|
(Decrease)/increase in trade and other payables
|
(8.6)
|
(2.8)
|
0.1
|
(11.3)
|
|
0.2
|
(2.8)
|
(3.4)
|
(6.0)
|
Decrease
in inventories
|
0.1
|
-
|
-
|
0.1
|
|
0.4
|
-
|
-
|
0.4
|
Cash flow generated from
operations
|
35.3
|
-
|
-
|
35.3
|
|
81.0
|
-
|
(2.8)
|
78.2
|
Income tax
paid
|
(2.4)
|
-
|
-
|
(2.4)
|
|
(5.6)
|
-
|
-
|
(5.6)
|
Net cash flow generated from
operating activities
|
32.9
|
-
|
-
|
32.9
|
|
75.4
|
-
|
(2.8)
|
72.6
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in investing
activities
|
|
|
|
|
|
|
|
|
|
Purchase
of property, plant and equipment
|
(0.8)
|
-
|
-
|
(0.8)
|
|
(1.9)
|
-
|
-
|
(1.9)
|
Purchase
of intangible assets
|
(3.8)
|
-
|
-
|
(3.8)
|
|
(8.3)
|
-
|
-
|
(8.3)
|
Payment of
deferred consideration
|
(15.2)
|
-
|
-
|
(15.2)
|
|
(21.5)
|
-
|
2.8
|
(18.7)
|
Acquisition of subsidiaries and related assets, net of cash
acquired
|
(2.1)
|
-
|
-
|
(2.1)
|
|
(5.6)
|
-
|
-
|
(5.6)
|
Net cash flow used in
investing activities
|
(21.9)
|
-
|
-
|
(21.9)
|
|
(37.3)
|
-
|
2.8
|
(34.5)
|
|
|
|
|
|
|
|
|
|
|
Cash flow used in financing
activities
|
|
|
|
|
|
|
|
|
|
Drawdown
of revolving credit facility
|
-
|
-
|
-
|
-
|
|
15.0
|
-
|
-
|
15.0
|
Bank
finance arrangement fees
|
(0.2)
|
-
|
-
|
(0.2)
|
|
(0.7)
|
-
|
-
|
(0.7)
|
Proceeds
of issuance of ordinary shares (net)
|
(3.6)
|
-
|
-
|
(3.6)
|
|
(3.6)
|
-
|
-
|
(3.6)
|
Repurchase
of ordinary shares
|
(13.9)
|
-
|
-
|
(13.9)
|
|
(39.7)
|
-
|
-
|
(39.7)
|
Lease
principal repayments
|
(1.1)
|
-
|
-
|
(1.1)
|
|
(2.3)
|
-
|
-
|
(2.3)
|
Bank loan
capital repayments
|
(0.1)
|
-
|
-
|
(0.1)
|
|
-
|
-
|
-
|
-
|
Interest
paid
|
(6.0)
|
-
|
-
|
(6.0)
|
|
(12.1)
|
-
|
-
|
(12.1)
|
Net cash flow used in
financing activities
|
(24.9)
|
-
|
-
|
(24.9)
|
|
(43.4)
|
-
|
-
|
(43.4)
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash
equivalents
|
(13.9)
|
-
|
-
|
(13.9)
|
|
(5.3)
|
-
|
-
|
(5.3)
|
Cash and
cash equivalents at beginning of the period
|
94.8
|
-
|
-
|
94.8
|
|
94.8
|
-
|
-
|
94.8
|
Exchange
gains on cash and cash equivalents
|
1.7
|
-
|
-
|
1.7
|
|
3.2
|
-
|
-
|
3.2
|
Cash and cash equivalents at
end of the period
|
82.6
|
-
|
-
|
82.6
|
|
92.7
|
-
|
-
|
92.7
|
13. Subsequent events
The Board intends to declare an
interim dividend of 1.0 pence per ordinary share, subject to bank
approval per the conditions of the Company's Facilities Agreement,
which the Company expects to be granted. The Company will provide
details on the proposed dividend timetable shortly.
Independent review report to Team Internet Group
Plc
Report on the consolidated interim financial statements for
the six-month period ended 30 June 2024
Our conclusion
We have reviewed Team Internet
Group Plc's consolidated interim financial statements (the "interim
financial statements") for the six-month period ended
30 June 2024 (the "period").
Based on our review, nothing has
come to our attention that causes us to believe that the interim
financial statements are not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the AIM Rules for
Companies.
The interim financial statements
comprise:
· the
consolidated statement of financial position as at
30 June 2024;
· the
consolidated statement of comprehensive income for the period then
ended;
· the
consolidated statement of cash flows for the period then
ended;
· the
consolidated statement of changes in equity for the period then
ended; and
· the
explanatory notes to the interim financial statements.
The interim financial statements
have been prepared in accordance with UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the AIM
Rules for Companies.
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity' issued by the Financial
Reporting Council for use in the United Kingdom ("ISRE (UK) 2410").
A review of interim financial information consists of making
enquiries, 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 (UK) 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.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410. However, future events or
conditions may cause the group to cease to continue as a going
concern.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the
directors
The interim financial statements
are the responsibility of, and have been approved by the directors.
The directors are responsible for preparing the interim financial
statements in accordance with the AIM Rules for Companies which
require that the financial information must be presented and
prepared in a form consistent with that which will be adopted in
the company's annual financial statements. In preparing the interim
financial statements, the directors are responsible for assessing
the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the group or to cease operations, or have no realistic
alternative but to do so.
Our responsibility is to express a
conclusion on the interim financial statements based on our review.
Our conclusion, including our Conclusions relating to going
concern, is based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion paragraph of
this report. This report, including the conclusion, has been
prepared for and only for the company for the purpose of complying
with the AIM Rules for Companies and for no other purpose. We do
not, in giving this conclusion, accept or assume responsibility for
any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
PricewaterhouseCoopers
LLP
Chartered Accountants
London
12 August 2024
GLOSSARY
The Group discloses and describes
a number of alternative performance measures and terms used in
these financial statements. These are listed below:
Adjusted earnings per share
Adjusted earnings per share
('Adjusted EPS') is stated before amortisation and impairment,
non-core operating expenses foreign exchange gains and losses,
share-based payment expenses and deferred tax to provide a widely
used metric that provides a more appropriate measure of
the ongoing and underlying earnings per share. Deferred
tax mainly relates to items adjusted for
within amortisation.
Adjusted EBITDA
The Group reports adjusted
earnings before interest, tax, depreciation, amortisation and
impairment, non-core operating expenses, foreign exchange gains and
losses, and share-based payment expenses ('Adjusted EBITDA'). This
metric is widely used by internal and external stakeholders to
assess the underlying profitability of a company.
Adjusted EBITDA is considered to
be tax jurisdiction, capital structure, property plant and
equipment asset and intangible asset agnostic, as well as providing
a more appropriate measure of ongoing and underlying
profitability.
Adjusted operating cash conversion
Adjusted cash conversion refers to
the percentage of Adjusted EBITDA that converted into operating
cash in the period. Operating cash flows are adjusted for
non-recurring working capital items, such as the settlement of
acquisition costs included within the balance sheet of acquired
entities.
Net debt
The Group defines net debt as:
gross cash, less bank debt and prepaid finance costs, and
adding/subtracting bank debt-related hedging assets/liabilities as
at the balance sheet date. The Group considers net debt an
appropriate measure to determine its overall financial position and
is a widely used metric by internal and external stakeholders to
assess the solvency or liquidity of the Group.
Non-core operating expenses
Non-core operating expenses are
disclosed and described separately in the consolidated financial
statements where it is necessary to do so to provide further
understanding of the financial performance of the Group. They are
items of expense relating to projects that have been shown
separately due to the significance of their nature or amount, which
are generally outside the ordinary scope of business, are
discretionary and non-recurring, and convey a future benefit.
Acquisition and integration expenses are the most relevant items
falling into this taxonomy.
Organic revenue growth
Non-GAAP information has been
provided for period-to-period comparison of revenue performance.
Revenue for the entire comparative period is used, irrespective of
when the acquisition by the Group arose.
Revenue by geographical location of indirect
consumer
There is a material difference
between the geographical location of the indirect consumer and the
invoiced customer. The Group therefore discloses the geographical
location of both the indirect (end) consumer and the (direct)
invoiced party.
Revenue per domain year
Revenue generated from the sale of
an internet domain divided by the licence period (in years) of the
internet domain sold.
Revenue per thousand sessions ("RPM")
Revenue generated for every
thousand sessions or visits to a website.
Revenue per visitor session
Revenue generated from each
visitor session to a website.
Top-Level Domain or 'TLD'
A top-level domain is one of the
domains at the highest level in the Domain Name System of the
Internet. For example, in the domain name 'www.teaminternet.com',
the top-level domain is .com