TIDMSPO

RNS Number : 6752G

Sportech PLC

31 March 2022

 
 For immediate release   31 March 2022 
 

SPORTECH PLC

('Sportech', the 'Group' or the 'Company')

Final Results

Sportech, an international betting & technology business, is pleased to announce its final results for the year ended 31 December 2021.

 
                                                   2021       2020 
 Continuing operations                          GBP'000    GBP'000 
 Revenue                                         22,942     17,372 
                                              ---------  --------- 
 Gross Profit                                    11,453      8,655 
                                              ---------  --------- 
 Adjusted(1) EBITDA                             (1,783)    (4,035) 
                                              ---------  --------- 
 Adjusted(1) loss before tax                    (3,358)    (6,533) 
                                              ---------  --------- 
 Loss before tax                                  (246)   (11,923) 
                                              ---------  --------- 
 Profit/(loss) for the year (including from 
  discontinued operations)                       34,563   (12,832) 
                                              ---------  --------- 
 Adjusted cash(2)                                21,912     16,837 
                                              ---------  --------- 
 

1. Adjusted profit measures exclude the effects of expenditure Management believes should be added back (separately disclosed items), other income and share option charges (see note D of this announcement).

2. Adjusted cash is cash excluding customer balances but including cash in entities held for sale (2020 only).

Financial Overview

Continuing operations:

-- Revenues recovered by 32% to GBP22.9 million following strict COVID-19 restrictions on trading in 2020.

-- Adjusted EBITDA loss of GBP1.8 million (2020: GBP4.0 million), this excludes income from the LEIDSA(3) contract which was disposed of on 31 December 2021.

   --    Loss before tax reduced to GBP0.2 million (2020: GBP11.9 million). 

Discontinued operations:

   --    Revenues from the LEIDSA contract were GBP3.4 million (2020: GBP2.6 million). 

-- LEIDSA adjusted EBITDA grew to GBP2.5 million (2020: GBP1.7 million), representing a recovery to almost 2019 levels following 2020 COVID-19 impact.

-- LEIDSA cash generated in the period from the contract was GBP0.6 million and net disposal proceeds amounted to GBP9.4 million (after disposal costs and including a working capital settlement of GBP0.4.m received in 2022).

-- The Global Tote and Bump 50:50 business disposals agreed in late 2020 and early 2021 were completed in June 2021 following a licensing transfer, revenues from the discontinued businesses accrued to the Group during the periods to completion.

Group:

   --    Statutory profit for the year was GBP34.6 million (2020: loss of GBP12.8 million). 

-- Cash net of customer balances was GBP21.9 million (2020: GBP16.8 million, also including cash held by assets held for sale).

-- Capex related to continuing operations was GBP0.2 million (2020: GBP0.3 million) and to discontinued operations GBP1.4 million (2020: GBP2.1 million).

GROUP DEVELOPMENTS

-- Disposals: The Group completed agreements entered into in late 2020 and early 2021, to sell (a) the Global Tote Business to BetMakers Technology Group Limited; (b) Bump 50:50 to Canadian Bank Note Company Limited, and (c) a freehold property in New Haven, Connecticut ("CT"). It also entered into and completed the sale of the terrestrial lottery contract with Lotteria Electronica Internacionale Dominica S.A ("LEIDSA") in the year. In aggregate providing a net cash of GBP47.4 million to the Group.

-- Corporate: In August, the Group moved its listing from the Main Market to the Alternative Investment Market ("AIM"), which the Board believed was a more appropriate venue for the Group's reduced size. In October, the Group returned GBP35.5m of cash to investors through a tender offer, reducing the shares in issue from 189m to 100m.

-- Venues: COVID-19 continued to impact the business through the majority of 2021 resulting in a 28% decline in total retail betting handle versus 2019. The focus on cost management to de-risk the business through the period continued.

-- Sports Betting: The Venues business in Connecticut was ultimately left out of the grant of sports betting licences by the State of Connecticut, which was a huge disappointment to the Group. The State issued 10-year licences to the two tribal casinos and the Connecticut Lottery Corporation ("CLC"). The latter being exclusive for retail sports betting on non-tribal lands. Sportech agreed a deal in August 2021 to become a distributor for CLC, offering sports wagering at each of its venues, and the first bets were taken at the end of October 2021.

-- Advanced Deposit Wagering: The MyWinners.com site is an element of the Venues business serving CT residents with online pari-mutuel wagering. 123Bet.com operates under an Oregon licence and is able to provide the same offering to customers in multiple other States across the USA. Both businesses saw growth as the COVID-19 restrictions in 2020 limited betting at physical venues, and that level of trading has been maintained throughout 2021.

-- Lottery: Work with LEIDSA to deliver their online retail proposition in the Dominican Republic, which will eventually be operated by Inspired under a royalty bearing licence, was started in the third quarter of 2021.

   3.   Loteria Electrónica Internacional Dominicana S.A. 

Andrew Lindley, Chief Executive Officer of Sportech, said:

"2021 was a transitional year for the business with the completion of a significant amount of M&A and corporate actions to reduce the size of the business and de-risk our shareholders' investments. The business, although now small in the context of a plc, is tidy and fit for growth. The two divisions are right-sized for their operations and 2022 brings with it an attendant opportunity to garner new value for the Group and its shareholders."

Analyst briefing:

The analyst presentation will be available on the Company website https://www.sportechplc.com/investors/results/ . Management is available as required for analyst and investor meetings; requests should be made via Peel Hunt.

Contacts:

 
 Sportech PLC 
 Andrew Lindley, Chief Executive Officer               i r@ sportech. net 
  Nicola Rowlands, Chief Financial Officer 
 
   Peel Hunt (Corporate Broker and NOMAD       Tel: +44 (0) 20 741 8 8900 
   to Sportech) 
   George Sellar / Andrew Cl ark / Lalit 
   Bose 
 

Forward-looking statements This announcement contains certain statements that are forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding our intentions, beliefs or current expectations and those of our officers, directors and employees concerning, amongst other things, results of our operations, financial condition, liquidity, prospects, growth, strategies and the business we operate. These forward-looking statements include all matters that are not historical facts. By their nature, these statements involve risks and uncertainties since future events and circumstances can cause results and developments to differ materially from those anticipated. Any such forward-looking statements reflect knowledge and information available at the date of preparation of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Market Abuse Regulation (596/2014), as it applies in the UK), the Company undertakes no obligation to update or revise any such forward-looking statements. Nothing in this announcement should be construed as a profit forecast. The Company and its directors accept no liability to third parties in respect of this announcement save as would arise under English law.

Notes to Editors:

About Sportech

Sportech is a technology supplier and operator in the gambling market with two core businesses: A digital omni channel platform for gaming verticals including its own in-house lottery module as its B2B offering. In B2C, the Company operates Sports Bars and other venues in the State of Connecticut USA where it deploys its exclusive licence to offer pari-mutuel wagering in the State and a distribution agreement with the Connecticut Lottery Corporation to offer sports betting in the State. It also has the exclusive licence to operate pari-mutuel betting online in Connecticut, which it does under the MyWinners.com brand, and a general licence for pari-mutuel betting online across the wider USA under the 123Bet.com brand.

Operating Review

2021 was another difficult year coloured by the long tail of the global pandemic and challenging trading for businesses operating leisure premises.

At the end of 2020 and in early 2021, the Group had entered into contracts for the sale of two significant divisions - Sportech Racing & Digital (Global Tote) and Bump 50:50. Those contracts were contingent upon licences being granted by the many gambling regulatory bodies that the businesses operated under and made for a protracted period between signing and closing the deals in June 2021. Over the period, the Group retained the people and infrastructure to service those businesses but with the finalisation of the disposals, was able to resize accordingly. The move from the Main Market to AIM was made in July and the corporate structure was resized with Richard McGuire and Tom Hearne both stepping down from their respective leadership roles. Sportech is very thankful for Richard and Tom's significant contributions in reshaping the business over their tenures and leaving Sportech lean and fit for the continuing journey to cash generation.

Following completion of the two deals, the transfers of the businesses were executed in an orderly fashion with transitional services being carried-on to support the remaining business through to the end of the year whilst the core teams in Sportech were reshaped. The Group is consequently now "right-sized" for the operations going into 2022.

Additionally, in October the Group completed a return of capital back to shareholders that delivered GBP35.5m of the tangible value, created by the disposals in the year.

A focus on maintenance of cash remains a core metric but the Venues business is, with sports included, in a period of change with busier operations and a new and additional crowd of patrons to service. Moreover, the United States as a whole remains a land of new opportunity in the gambling sector as sports betting continues to enter the pantheon of entertainment State by State. Sportech, as a participant with a significant USP in its Venues business, has the ability both to seize the immediate opportunities in Connecticut and demonstrate its skills in doing so to position itself for other opportunities which may arise across the rest of the country. Accordingly, there will be extra focus on operational efficiency and service to ensure that the value of this USP is maximised.

The Venues business traded below the results of 2019 through the pandemic hit years of 2020 and 2021, so the first challenge for 2022 will be to recover that ground as the world recovers. Albeit five venues were permanently closed through 2020 and 2021, so the overall handle target will be lower than the full 2019 figure with the correct comparator being the like for like venues total. In 2019, for the remaining like for like venues, pari-mutuel handle was $96.1m and in 2021 was $89.7m (2020: $56.1m). Food and beverage revenues were $5.6m in 2019 and $2.9m in 2021 (2020: $1.9m). Sports betting has no comparator but handle in December was $6.5m and growing on a trajectory that could see it mature to levels similar to those of pari-mutuel handle in the short to medium term. The pari-mutuel and food and beverage sales had begun to measure up to those of 2019 in the last two months of 2021 and although 2022 did not start well with the Omicron surge hitting America at that time, the business remains positive for a full recovery in 2022.

Early in the year, Venues also completed the sale of its 'Sports Haven' property in Connecticut; a 40,000 sq. ft. concrete building of 1960s build that requires redevelopment. This delivered GBP4.2m of cash and was another element of the October return of cash to shareholders. With the leaseback of the property ending in Q4 2022, it is expected that the business will move out of the property to a new venue in the vicinity and in doing so will create the blueprint for a future model for the Venues business.

The online elements of the business traded above the 2019 numbers in 2020 and continuing in 2021; this being aided by the pandemic as the locked-down population went online to resume their leisure. The Group continued to invest in the digital opportunities to drive acquisition and stickiness and in the coming year will look to improve its platform offer to further capitalise on the gains made; this part of the overall strategy assisted the profitability of the Group again during 2021, delivering $22.8m handle, translating to $2.0m contribution.

The UK based digital technology team worked for the first half of 2021 on the delivery of a digital pari-mutuel solution for an Asian customer of the now sold Racing & Digital division and moved on post-sale to create a digital lottery platform for the Dominican Republic customer. The Dominican Republic business was sold on the very last day of 2021 to Inspired Entertainment Inc. ("Inspired") and the team will continue to work with Inspired, as a third-party supplier, to deliver a digital solution to the customer; this will bring a royalty revenue stream and a strengthened platform offer to the business once launched.

The disposal of the business in the Dominican Republic also secured GBP9.4m of free cash that increased the total cash in hand at the end of the year to GBP21.9m (with an additional GBP0.4m of working capital adjustment to be received in Q1 2022). Some of that cash is earmarked to clear down legacy liabilities of the Group including a potential tax liability relating to the Football Pools business and an onerous lease in California. Free cash then, will be circa GBP11m and it is expected that some of the value created by the disposal will be returned to shareholders in the 2022.

During 2021, capital and net cash position were considered more crucial metrics than EBITDA due to the uncertain trading position. Capex was kept low at GBP1.6m for both the continuing and discontinued business (including capitalised software costs of internal staff of GBP1.3m) and one of the costlier venues located in Bridgeport was closed, improving efficiency in CT. The return of cash reduced the liquid reserves of the Group, but to a comfortable level within the context of uncertain trading, with the future of the pandemic far from clear. Any further return will be made with a sufficient buffer in mind to counter a resurgence of COVID-19 and continue to optimise both divisions.

As the Group transitions through 2022, revenues and profitability will return to the fore as key metrics. The tail of legacy issues that affect the difference between cash held and 'free cash' on the balance sheet will be addressed and the liabilities settled to provide a clean company and reduce needless distraction. Whilst being mindful of events unfolding in Ukraine and our thoughts are with those affected, Sportech itself is not directly affected by economic and legal actions being taken in response to the crisis. However, the Group will monitor the ripple effects on prices and supply chains which will likely impact the businesses to some degree.

It is difficult to provide accurate guidance on the future outlook given the uncertainty of speed of recovery and the short history of sports betting in Connecticut so far. However, management are confident that trade is recovering and that a good rate of handle and growth is being experienced in the new sports product and that the business will meet market expectations.

DIVISIONAL SUMMARIES

SPORTECH VENUES

Sportech Venues offers legal betting across the State of Connecticut; (a) pari-mutuel betting on horseracing, greyhound racing and jai alai through both online and venue-based operations under an exclusive and perpetual licence and, (b) sports betting under a distributorship type arrangement with the Connecticut Lottery Corporation. The venues operations are of two distinct types; (a) Sports Bar/Restaurants which offer a main-steam leisure-based experience where betting is an exciting additional customer attraction, and (b) Off-Track Betting (OTB) shops, which are dedicated primarily to retail gambling operations albeit with some light refreshments and other products.

 
                                              Constant 
                                              currency 
   GBP'000                            2021        2020 
 Wagering revenue                   19,515      14,796 
 Commission from sports betting        280           - 
 Food and beverage revenue           2,115       1,401 
                                  --------  ---------- 
 Total revenue                      21,910      16,197 
 Contribution                       10,769       7,734 
 Contribution margin                 49.2%       47.7% 
 Adjusted operating expenses       (9,149)     (8,682) 
                                  --------  ---------- 
 Adjusted EBITDA                     1,620       (948) 
                                  --------  ---------- 
 Capex                                  27          27 
                                  --------  ---------- 
 

Developments during the year

COVID-19 continued to affect the business for the entire year with closures of venues abundant across the year and facemasks being removed in all Connecticut counties only during December 2021 (immediately prior to the Omicron surge) impacting footfall generally for the full year.

Staffing and food and beverage stocks were carefully managed to reduce the impact of wasted cost, but central costs and rents were more difficult to keep in line with trading, and therefore, the impact of COVID-19 on the overall profitability of the Venues operation was high.

Internet traffic was increased as a result of COVID-19, albeit not sufficiently to negate the entire impact on the terrestrial business, however handle has remained trading at 35.3% above 2019 levels through additional marketing and closer management of individual customers.

During March 2021, the State of Connecticut approved new laws on gaming for the state with the inclusion of grants of sports betting licences; something Sportech had been campaigning to be a part of for a number of years. Unfortunately, Sportech was not included in the grants, which were secured only by the two tribal nations in Connecticut (for online betting across the state and terrestrial betting limited to their tribal lands) and the Connecticut Lottery Corporation ("CLC"), itself an emanation of the state (for online betting and terrestrial betting across the state). This was obviously a massive blow for the business and Sportech was considering its response to its legitimate expectation to be considered for a licence when the opportunity to participate in sports betting was offered by CLC. The deal struck delivered Sportech Venues the right to participate in the new sports betting product that it had been waiting for as a commission-based distributor for CLC, as well as a small share of CLC's online revenues to recognise the link between terrestrial and online participation. Crucially, any need for lengthy, costly and potentially risky litigation relating to the administrative decision of the state was averted.

The team readied the venues for launch within a month of the CLC deal, which was signed in August, and CLC's licences were granted at the end of October when Sportech took its first sports bets in the Stamford venue. Roll out to all venues continued into November and by the third week of the month all venues (except Norwalk, which will not take sports bets due to local restrictions) were trading sports.

$4.2m of sports betting handle was taken through November 2021, following which total sports handle increased by over $2m per month through to the end of January 2022, which marked the end of NFL season. Trading thereafter has levelled off in line with expectations (as January was the anticipated high watermark for the initial surge in sports betting). Venues' footfall has increased considerably, particularly in the bar / restaurants which are notably busier with a demographic shift toward younger sports betting patrons.

The handle to profit ratio from sports is poorer than those obtained from pari-mutuel as Sportech are only entitled to a share of CLC's profits as the distributor, however, it provides another strong vertical and attracts new patronage to the venues that is not limited to the sports products and therefore leverages both the existing products with new sales and existing cost base with new revenues, and thus synergises the entire operation.

Looking forward

Sport and capturing the revenues of its followers is clearly the key mantra for the future of the Venues business and we expect the shape of the business to change as this product beds in.

The immediate signs of improvement in the venues are strongest in the bar / restaurant formats where the sports patron demographic is the primary target audience. The management team will therefore be assessing the development of this trend throughout the year and planning for optimisation of the mix of formats and locations of venues to better capture the sports market without detraction from the mainstay earnings of pari-mutuel betting.

The freehold property in New Haven Connecticut (known as "Sports Haven") was sold during the year and a lease through to the last quarter of 2022 has kept operations there. It is expected that Sports Haven will close in the year and a new bar/restaurant will be opened locally to replace it (along with offices to house management and support staff). The result will be the most up to date iteration of the bar / restaurant in the estate and will capitalise on the learnings of the others and potentially provide a blueprint for any future investment in the business.

SPORTECH DIGITAL

Sportech Digital now encompasses the two digitally focused, small, non-CT based businesses of (a) a US facing B2C trading operation in the form of 123Bet.com, which was previously a white-label customer of the discontinued Racing and Digital business and was brought in-house in 2019, and (b) a B2B operation based in Chester, UK, that faces markets worldwide with an ultra-modern and proprietary platform for lottery management that can also integrate and manage any other gambling vertical.

123Bet.com continues to grow, operating with thin management and marketing budgets derived from its own profits. It has had success relative to its size and is ready for the offer to be refreshed and the business taken to the next stage of growth.

The Chester team is pursuing opportunities primarily in the lottery space with private and national lotteries to develop the business, drawing on the Sportech brand and legacy along with our new range of products and digital expertise to offer enhanced lottery capabilities.

 
                                          Constant 
                                          currency 
   GBP'000                        2021        2020 
 Services revenue                1,032         295 
 Contribution                      408         211 
 Contribution margin             39.5%       71.5% 
 Adjusted operating expenses     (987)       (984) 
                               -------  ---------- 
 Adjusted EBITDA                 (579)       (773) 
                               -------  ---------- 
 Capex                             169         230 
                               -------  ---------- 
 

Developments during the year

The Dominican Republic (LEIDSA) lottery supply contract was sold during the year. The Chester team has worked in the year to develop an online sales platform for the LEIDSA client with local capabilities. It continues to do so, with Inspired Entertainment (the buyer), and will licence the delivered product to Inspired who will manage it post-delivery and pay a royalty for doing so.

123Bet.com has maintained significant traction that it enjoyed during the beginnings of the pandemic when it saw an influx of players from Puerto Rico whilst the local cash betting venues were closed.

Looking forward

The Board will continue to evaluate both businesses and seek opportunities to build on their foundations and enhance the products through innovation, collaboration and/or investment.

GROUP OUTLOOK

Tentatively, the pandemic that so tested our organisation (and the world) may peter out in 2022 and provide everyone in Sportech with new purpose in a reinvigorated business.

The Board's core strategies are clear in taking the current opportunities in Connecticut, looking at corporate and trading opportunities to create value, reducing costs and returning cash to shareholders.

The way forward is clear and simple, and the Board and management remain fully engaged and focused on delivering these objectives through 2022.

Financial Review

Income Statement - Detailed View

 
                                                                Restated    Constant 
                                                                Reported    Currency 
   GBP'000                                              2021     2020(2)        2020 
 Service revenue                                      20,547      15,900      15,091 
 Sports betting commission                               280           -           - 
 F&B revenue                                           2,115       1,472       1,401 
 Total revenues                                       22,942      17,372      16,492 
 Cost of sales                                      (11,489)     (8,717)     (8,276) 
                                                   ---------  ----------  ---------- 
 Gross profits                                        11,453       8,655       8,216 
 Marketing and distribution costs                      (276)       (311)       (281) 
                                                   ---------  ----------  ---------- 
 Contribution                                         11,177       8,344       7,935 
 Contribution margin %                                 48.7%       48.0%       48.1% 
 Adjusted operating expenses(3)                     (12,960)    (12,379)    (11,791) 
 Impact of FX on reported earnings                         -           -       (179) 
                                                   ---------  ----------  ---------- 
 Adjusted EBITDA                                     (1,783)     (4,035)     (4,035) 
                                                                          ---------- 
 Separately disclosed items                          (1,101)       (229) 
 Other income                                          4,101           - 
 Non-cash items: 
 Share option charges                                  (334)       (347) 
 Depreciation                                          (982)     (1,621) 
 Impairment of property, plant and equipment               -     (4,349) 
 Reversal of impairment of property, plant 
  and equipment                                          335           - 
 Amortisation                                          (129)       (276) 
 Amortisation of acquired intangibles                  (509)       (509) 
 Total - non-cash items                              (1,619)     (7,102) 
                                                   ---------  ---------- 
 LBIT                                                  (402)    (11,366) 
 Net finance income/(charges)                            156       (557) 
                                                   ---------  ---------- 
 LBT                                                   (246)    (11,923) 
 Taxation - continuing operations                      (192)       1,055 
                                                   ---------  ---------- 
 Result after taxation - continuing operations         (438)    (10,868) 
 Result after taxation - discontinued operations      35,001     (1,964) 
                                                   ---------  ---------- 
 Profit/(loss) for the year                           34,563    (12,832) 
                                                   ---------  ---------- 
 Adjusted loss before tax for the year from 
  continuing operations (1)                          (3,358)     (6,533) 
                                                   ---------  ---------- 
 

1. Adjusted loss before tax for the year from continuing operations is the aggregate of adjusted EBITDA, share option charges, depreciation, amortisation (excluding amortisation of acquired intangibles), and certain finance charges (see note D for reconciliation).

2. Prior year comparatives have been restated to exclude the results of the LEIDSA contract which have been included with the results of the Global Tote business and Bump 50:50 within profit/(loss) after taxation - discontinued operations.

3. Adjusted operating expenses exclude depreciation, amortisation, impairments and reversal of impairments, share option charges, other income and separately disclosed items.

Revenue - continuing operations

 
                                        Restated    Constant 
                                        Reported    Currency 
   GBP'000                      2021        2020        2020 
 Wagering revenue             19,515      15,596      14,796 
 Sports betting commission       280           -           - 
 F&B revenue                   2,115       1,472       1,401 
                             -------  ----------  ---------- 
 Total Sportech Venues        21,910      17,068      16,197 
                             -------  ----------  ---------- 
 Total Sportech Digital        1,032         304         295 
                             -------  ----------  ---------- 
 Total revenues               22,942      17,372      16,492 
                             -------  ----------  ---------- 
 

Revenue from continuing operations increased by 39% on a constant currency basis. In Venues, the land-based operation was shuttered for over three months in the prior year and had venue capacity restrictions imposed from July 2020 through most of 2021, as well as mask mandates and work from home orders in place in the State of Connecticut. However, despite the restrictions, revenue recovered to near 2019 levels. The online revenue in Connecticut fell by 5% in 2021 from 2020 but was up 35% on 2019, having maintained customers who migrated from in person to online wagering during 2020.

Adjusted EBITDA - continuing operations

 
                                                                Restated    Constant 
                                                                Reported    currency 
   GBP'000                                              2021        2020        2020 
 Sportech Venues                                       1,620     (1,085)       (948) 
 Sportech Digital                                      (579)       (762)       (773) 
 Central costs                                       (2,564)     (1,927)     (1,890) 
                                                    --------  ----------  ---------- 
 Adjusted EBITDA before sports betting investment    (1,523)     (3,774)     (3,611) 
 Sports betting investment                             (260)       (261)       (245) 
 Adjusted EBITDA                                     (1,783)     (4,035)     (3,856) 
                                                    --------  ----------  ---------- 
 

Sportech Venues largely recovered in 2021 from the strict restrictions which were in place in 2020. Cost reductions implemented in 2020 were maintained wherever possible which also contributed to the EBITDA recovery. Costs were reduced in the Digital division as well as revenue growing from 123Bet.com, contributing to the reduced EBITDA loss. Central costs increased due to a significant increase in Directors and Officers insurance which was experienced market wide.

Sports Betting investment represents the lobbying costs the Group has incurred seeking to secure a Sports Betting licence in the State of Connecticut and also in seeking partnerships across the rest of the US in Sports Betting.

Discontinued operations

In addition to the Global Tote and Bump 50:50 businesses, whose disposals were agreed on 24 December 2020 and 31 January 2021, respectively and were held for sale as at 31 December 2020, the Group also agreed and completed the disposal of its contract with LEIDSA (Dominican lottery) on 31 December 2021.

All three disposals were completed by 31 December 2021 and all consideration was received apart from the net working capital settlement for LEIDSA (GBP0.4m, received in Q1 2022). The disposals signal a departure from major business lines in which the Group previously operated. Accordingly, they have been treated as discontinued operations, in accordance with IFRS 5, in these financial statements.

The table below shows the results of the discontinued operations.

 
                            Global     Bump                        Global      Bump 
                              Tote    50:50   LEIDSA     Total       Tote     50:50   LEIDSA      Total 
 GBP'000                      2021     2021     2021      2021       2020      2020     2020       2020 
 Revenue                    12,245      810    3,364    16,419     25,052       703    2,594     28,349 
 Costs                     (8,140)    (487)    (913)   (9,540)   (19,525)   (1,598)    (857)   (21,980) 
------------------------  --------  -------  -------  --------  ---------  --------  -------  --------- 
 Adjusted EBITDA             4,105      323    2,451     6,879      5,527     (895)    1,737      6,369 
 Depreciation 
  and amortisation               -        -    (372)     (372)    (5,083)     (291)    (381)    (5,755) 
 Profit on sale 
  of assets                     68        -       47       115          -         -        -          - 
 Other income                1,057        -        -     1,057          -         -        -          - 
 Separately disclosed 
  items                      (371)        -        -     (371)    (1,159)      (65)        -    (1,224) 
 Finance (costs)/income       (24)       78        -        54      (113)        45        -       (68) 
------------------------ 
 Profit/(loss) 
  before tax                 4,835      401    2,126     7,362      (828)   (1,206)    1,356      (678) 
 Taxation                    (195)        -    (791)     (986)      (528)         -    (758)    (1,286) 
------------------------  --------  -------  -------  --------  ---------  --------  -------  --------- 
 Profit/(loss) 
  after tax                  4,640      401    1,335     6,376    (1,356)   (1,206)      598    (1,964) 
------------------------  --------  -------  -------  --------  ---------  --------  -------  --------- 
 

The trading from the discontinued operations through to disposal date accrued to the Group which benefited the Group's cash position. The above disclosures for Global Tote and Bump 50:50 differ from those disclosed in the half year accounts following additional information becoming available after the approval of the Interim Report, a reconciliation will be provided in the 2022 Interim Report.

In addition to the discontinued operations above, the disposal of our New Haven freehold property in Connecticut, USA for consideration of circa GBP4.3m (US$6.0m) was completed on 28 April 2021. The sale and purchase agreement included a leaseback clause, whereby Sportech shall lease back the property for a period not to exceed 18 months from the date of closing. The lease has a monthly rental of circa GBP36k (US$50k) per month. The profit on disposal of GBP2,575k has been recorded within other income in the income statement.

Separately disclosed items

 
                                                                    Reported 
   GBP'000                                                   2021       2020 
 Included in operating costs - continuing operations 
 Onerous contract provisions and other losses resulting 
  from exit from Californian operations                        91          - 
 Restructuring and redundancy costs                           625          - 
 Corporate activity costs                                      21        118 
 Costs in relation to Spot the Ball VAT refund                 10         44 
 Costs in relation to exiting the Group's interests 
  in India                                                     13         65 
 Costs in relation to the Group's move to AIM                 341          - 
 UK defined pension scheme buy-out                              -          2 
                                                          -------  --------- 
                                                            1,101        229 
                                                          -------  --------- 
 Discontinued operations 
 Included in operating costs                                  371      1,224 
 
 Included in finance costs - continuing operations 
 Interest accrued on corporate tax potentially due 
  and unpaid at the balance sheet date on STB refund 
  received in 2016                                            150        150 
 Interest paid on VAT settlement reached in 2020                -         83 
                                                          -------  --------- 
                                                              150        233 
                                                          -------  --------- 
 
                                                            1,622      1,686 
                                                          -------  --------- 
 

The Group continues to focus on resolving legacy issues and reducing ongoing separately disclosed items. The Group's lease issues in California have been resolved in the year and in early 2022. The Group has been resized to reflect the reduced operations following the disposals in the year and in response has moved its listing from the Main Market to AIM during the year.

Other income

Other income includes the profit on disposal of Sports Haven (GBP2,575k), credits received against the US payroll through the CARES Act as amended on 27 December 2020 (GBP1,426k in continuing operations and GBP1,057k in discontinued operations) and a contract settlement (GBP100k). All have been excluded from Adjusted EBITDA due to the one-off nature of the credits and the fact the amounts would distort comparability of the results of 2021 when analysing underlying performance.

Taxation

The current tax expense for the year in continuing activities was GBP239k being mainly state taxes payable in the US. The deferred tax credit for the year was GBP47k within continuing activities; relating to the recognition of timing differences in the US on the Group's former joint venture in California net of deferred tax liability release on acquired intangibles. The Group continues to not recognise deferred tax assets on gross timing differences of GBP14,225k (2020: GBP35,745k), GBP12,016k being in the US and GBP2,209k being in the UK. A significant amount of the timing differences were utilised in the year against profits on disposal in the US meaning no tax was payable of those disposals.

Tax paid in the year of GBP105k in continuing operations is mainly taxes in the US both federal and state, a further GBP924k was paid by discontinued operations, being mainly withholding taxes in the Dominican Republic. A tax refund of GBP1,442k was received in February 2021 in relation of overpaid prior year UK taxes in relation to the disposal of the Football Pools.

The Group's current tax liability includes a provision for uncertain tax liabilities of GBP4.6 million in relation to corporation tax on the 2016 VAT refund. The Group is working with HMRC to resolve the issue. The balance is US taxes payable for 2021.

Cash flow

The Group's cash flow for the year is as follows (including discontinued operations):

 
 GBP'000                                                                  2021      2020 
 Adjusted EBITDA - continuing operations                               (1,783)   (4,035) 
 Adjusted EBITDA - discontinued operations                               6,879     6,369 
                                                                     ---------  -------- 
 Total Adjusted EBITDA                                                   5,096     2,334 
 Payment of lease liabilities including interest                       (1,512)   (1,655) 
                                                                     ---------  -------- 
 EBITDA after lease payments                                             3,584       679 
                       Net proceeds from disposal of Sports              4,193         - 
 Add:                   Haven 
  Net proceeds from disposal of Global 
   Tote                                                                 22,786     6,180 
                       Net proceeds from disposal of Bump                4,644         - 
                        50:50 
                       Net proceeds from disposal of LEIDSA              9,417         - 
                        contract 
                       Other Acquisition, disposal, and 
 Less:                  JV items                                             -     (500) 
  Capitalised software                                                 (1,012)   (1,650) 
  Property plant and equipment (net 
   of proceeds from sales)                                               (582)     (753) 
  Separately disclosed items and 
   other income (net)                                                       76     (484) 
  Working capital and other                                            (2,418)     1,552 
  Tax received net of tax paid and 
   net interest received                                                   438   (1,100) 
                       Share buy-back including expenses              (35,880)         - 
  FX impact                                                              (171)      (72) 
                                                                     ---------  -------- 
 Net cash flows 
  in year                                                                5,075     3,852 
 Opening cash, excluding customer balances                              16,837    12,985 
                                                                     ---------  -------- 
 Closing cash, excluding customer 
  balances                                                              21,912    16,837 
                                                                     ---------  -------- 
 
 

Net cash inflow (excluding movement in customer balances) in the year was GBP5,075k. Total proceeds from disposals in the year net of cash disposed of and disposal costs was GBP41,040k with GBP6,180k having been received late in 2020 on account, bringing the total net cash in of GBP47,220k. Capex in the year was reduced following the disposal of Global Tote and Bump 50:50. Other income includes inflows for CARES Act credits of GBP2,483k after the US Federal Government amended the legislation from mid-2020 to make it more wide ranging and enabling the Group to claim credits for 2021 US payroll. Net tax received of GBP413k was a tax refund of GBP1,442k net of tax paid of GBP1,029k, and net interest received was GBP25k.

Finally, a significant amount of the disposal proceeds received in the year were distributed to shareholders in a tender offer which completed in October 2021, following a Court Approved reduction of capital process to create distributable reserves in the Sportech PLC company, by cancelling its capital redemption reserve of GBP10.3m and reducing the nominal value of each share from 20p to 1p.

Consolidated Income Statement

f o r t he y ear end ed 31 De c e m ber 2021

 
                                                                       Restated 
                                                                2021       2020 
                                                    Note      GBP000     GBP000 
 Revenue                                              E       22,942     17,372 
 Cost of sales                                        E     (11,489)    (8,717) 
                                                           ---------  --------- 
 Gross profit                                         E       11,453      8,655 
 Marketing and distribution costs                     E        (276)      (311) 
                                                           ---------  --------- 
 Contribution                                         E       11,177      8,344 
 Operating costs                                      D     (15,680)   (19,710) 
 Other income                                         X        4,101          - 
 Operating loss                                                (402)   (11,366) 
 Finance costs                                        G        (305)      (568) 
 Finance income                                       G          461         11 
 Loss before tax from continuing operations                    (246)   (11,923) 
 Tax - continuing operations                          H        (192)      1,055 
                                                           ---------  --------- 
 Loss for the year - continuing operations                     (438)   (10,868) 
 Profit/(loss) after taxation from discontinued 
  operations                                        I(g)      35,001    (1,964) 
                                                           ---------  --------- 
 Profit/(loss) for the year                                   34,563   (12,832) 
                                                           ---------  --------- 
 Attributable to: 
 Owners of the Company                                        34,563   (12,832) 
 
 Basic (loss)/earnings per share attributable to 
  owners of the Company 
 From continuing operations                         J(a)      (0.3)p     (5.8)p 
 From discontinued operations                       J(a)       20.6p     (1.0)p 
                                                           ---------  --------- 
 Total                                              J(a)       20.3p     (6.8)p 
                                                           ---------  --------- 
 
 Diluted (loss)/earnings per share attributable 
  to owners of the Company 
 From continuing operations                         J(b)      (0.3)p     (5.8)p 
 From discontinued operations                       J(b)       20.6p     (1.0)p 
                                                           ---------  --------- 
 Total                                              J(b)       20.3p     (6.8)p 
                                                           ---------  --------- 
 
 Adjusted loss per share attributable to owners 
  of the Company 
 Basic                                              J(c)      (1.7)p     (2.8)p 
 Diluted                                            J(c)      (1.7)p     (2.8)p 
 
 

See note D for a reconciliation of the above statutory income statement to the adjusted performance measures used by the Board of Directors to assess divisional performance.

Prior year comparatives have been restated to exclude the results of the LEIDSA contract which have been included with the results of the Global Tote business and Bump 50:50 within profit/(loss) after taxation from discontinued operations.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2021

 
                                                               2021       2020 
                                                             GBP000     GBP000 
 Profit/(loss) for the year                                  34,563   (12,832) 
 Other comprehensive (expense)/income: 
 Items that will not be reclassified to profit 
  and loss 
  Actuarial gain/(loss) on retirement benefit liability 
   - discontinued operations                                    186      (344) 
  Deferred tax on movement on retirement benefit 
   liability - discontinued operations                            -         88 
                                                           --------  --------- 
                                                                186      (256) 
 Items that may be subsequently reclassified to 
  profit and loss 
  Currency translation differences - continuing 
   operations                                                 (617)        237 
  Currency translation differences - discontinued 
   operations                                                 (550)      (314) 
  Less: gain reclassified to profit and loss on             (3,373)          - 
   disposal of foreign operations 
                                                           --------  --------- 
                                                            (4,540)       (77) 
 
 Total other comprehensive expense for the year, 
  net of tax                                                (4,354)      (333) 
 
 Total comprehensive income/(expense) for the 
  year                                                       30,209   (13,165) 
                                                           --------  --------- 
 
 Attributable to: 
 Owners of the Company                                       30,209   (13,165) 
                                                           --------  --------- 
 

Consolidated Balance Sheet

As at 31 December 2021

 
                                                                           2021       2020 
                                                               Note      GBP000     GBP000 
 ASSETS 
 Non-current assets 
  Goodwill                                                      K           604        604 
  Intangible fixed assets                                       L         6,357      7,343 
  Property, plant and equipment                                 M         4,261      5,077 
  Right-of-use assets                                           N         4,657      1,133 
  Trade and other receivables                                   O           158        156 
  Deferred tax assets                                           P             -          4 
                                                                      ---------  --------- 
   Total non-current assets                                              16,037     14,317 
                                                                      ---------  --------- 
 Current assets 
  Trade and other receivables                                   O         1,750      1,517 
  Inventories                                                   Q           124        120 
  Current tax receivable                                        H             -      1,442 
  Cash and cash equivalents                                     R        22,367     11,821 
                                                                      ---------  --------- 
                                                                         24,241     14,900 
   Assets classified as held for sale                                         -     27,671 
                                                                      ---------  --------- 
   Total current assets                                                  24,241     42,571 
                                                                      ---------  --------- 
 TOTAL ASSETS                                                            40,278     56,888 
                                                                      ---------  --------- 
 LIABILITIES 
 Current liabilities 
  Trade and other payables                                      S       (7,945)   (14,104) 
  Provisions                                                    T         (736)      (321) 
  Lease liabilities                                             U         (923)      (823) 
  Deferred tax liabilities                                      P             -       (94) 
  Current tax liabilities                                       H       (4,718)    (4,700) 
                                                                       (14,322)   (20,042) 
   Liabilities directly associated with assets classified 
    as held for sale                                                          -    (7,507) 
                                                                      ---------  --------- 
   Total current liabilities                                           (14,322)   (27,549) 
                                                                      ---------  --------- 
 Net current assets                                                       9,919     15,022 
                                                                      ---------  --------- 
 Non-current liabilities 
  Lease liabilities                                             U       (6,091)    (3,059) 
  Deferred tax liabilities                                      P          (43)          - 
  Provisions                                                    T             -    (1,121) 
                                                                      ---------  --------- 
   Total non-current liabilities                                        (6,134)    (4,180) 
                                                                      ---------  --------- 
 TOTAL LIABILITIES                                                     (20,456)   (31,729) 
                                                                      ---------  --------- 
 NET ASSETS                                                              19,822     25,159 
                                                                      ---------  --------- 
 
 EQUITY 
  Ordinary shares                                               V         1,000     37,750 
  Other reserves                                                          3,527     16,539 
  Retained earnings                                                      15,295   (29,130) 
                                                                      ---------  --------- 
 TOTAL EQUITY                                                            19,822     25,159 
                                                                      ---------  --------- 
 

Consolidated Statement of Changes in Equity

for the year ended 31 December 2021

 
                                                                           Other reserves 
                                                           Capital                Foreign 
                                          Ordinary      redemption      Other    exchange    Retained 
                                            shares         reserve    reserve     reserve    earnings      Total 
                                            GBP000          GBP000     GBP000      GBP000      GBP000     GBP000 
 At 1 January 2021                          37,750          10,312      (638)       6,865    (29,130)     25,159 
 Comprehensive income 
  Profit for the year                            -               -          -           -      34,563     34,563 
 Other comprehensive items 
  Actuarial gain on defined benefit 
   pension liability*                            -               -        186           -           -        186 
  Cumulative actuarial loss on 
   defined benefit 
   pension liability disposed 
   of, transferred to 
   retained earnings                             -               -        766           -       (766)          - 
  Currency translation differences 
   arising in 
   the year                                      -               -          -     (4,540)           -    (4,540) 
   Total other comprehensive items               -               -        952     (4,540)       (766)    (4,354) 
                                       -----------  --------------  ---------  ----------  ----------  --------- 
 Total comprehensive items                       -               -        952     (4,540)      33,797     30,209 
                                       -----------  --------------  ---------  ----------  ----------  --------- 
 Transactions with owners 
  Share option charge                            -               -          -           -         334        334 
  Cancellation of capital redemption 
   reserve                                       -        (10,312)          -           -      10,312          - 
  Capital reduction (note V)              (35,862)               -          -           -      35,862          - 
  Fees in relation to capital 
   reduction (note V)                            -               -          -           -        (66)       (66) 
  Fees in relation to share buy-back 
   (note V)                                      -               -          -           -       (314)      (314) 
  Share buy-back (note V)                    (888)             888          -           -    (35,500)   (35,500) 
   Total transactions with owners         (36,750)         (9,424)          -           -      10,628   (35,546) 
                                       -----------  --------------  ---------  ----------  ----------  --------- 
 Total changes in equity                  (36,750)         (9,424)        952     (4,540)      44,425    (5,337) 
                                       -----------  --------------  ---------  ----------  ----------  --------- 
 At 31 December 2021                         1,000             888        314       2,325      15,295     19,822 
                                       -----------  --------------  ---------  ----------  ----------  --------- 
 
 

Other reserve includes the premium on shares issued of GBP314k in relation to the acquisition of Lot.to Systems Limited in 2019, which is recorded as a merger reserve.

   *              Net of deferred tax. 

Consolidated Statement of Changes in Equity

for the year ended 31 December 2020

 
                                                           Other reserves 
                                                     Capital                Foreign 
                                      Ordinary    redemption      Other    exchange    Retained 
                                        shares       reserve    reserve     reserve    earnings      Total 
                                        GBP000        GBP000     GBP000      GBP000      GBP000     GBP000 
 At 1 January 2020                      37,750        10,312      (382)       6,942    (16,645)     37,977 
 Comprehensive (expense)/income 
  Loss for the year                          -             -          -           -    (12,832)   (12,832) 
 Other comprehensive items 
  Actuarial loss on defined 
   benefit 
   pension liability*                        -             -      (256)           -           -      (256) 
  Currency translation differences           -             -          -        (77)           -       (77) 
                                     ---------  ------------  ---------  ----------  ----------  --------- 
   Total other comprehensive 
    items                                    -             -      (256)        (77)           -      (333) 
                                     ---------  ------------  ---------  ----------  ----------  --------- 
 Total comprehensive items                   -             -      (256)        (77)    (12,832)   (13,165) 
                                     ---------  ------------  ---------  ----------  ----------  --------- 
 Transactions with owners 
  Share option charge                        -             -          -           -         347        347 
   Total transactions with owners            -             -          -           -         347        347 
                                     ---------  ------------  ---------  ----------  ----------  --------- 
 Total changes in equity                     -             -      (256)        (77)    (12,485)   (12,818) 
                                     ---------  ------------  ---------  ----------  ----------  --------- 
 At 31 December 2020                    37,750        10,312      (638)       6,865    (29,130)     25,159 
                                     ---------  ------------  ---------  ----------  ----------  --------- 
 

Other reserve includes the premium on shares issued of GBP314k in relation to the acquisition of Lot.to Systems Limited in 2019, which is recorded as a merger reserve and cumulative actuarial movements on defined benefit pension schemes net of deferred tax.

   *              Net of deferred tax. 

Consolidated Statement of cash flows

for the year ended 31 December 2021

 
                                                                     2021      2020 
                                                         Note      GBP000    GBP000 
 Cash flows from operating activities 
  Cash generated from operations, before separately 
   disclosed items                                        W           511     3,928 
  Interest received                                                     -        13 
  Interest paid                                                         -      (84) 
  Tax refund received                                     H         1,442         - 
  Tax paid                                                H       (1,029)   (1,029) 
                                                                ---------  -------- 
  Net cash generated from operating activities 
   before separately disclosed items                                  924     2,828 
  Cash inflows - other income                             X         2,483         - 
  Cash outflows - separately disclosed items              F       (2,407)     (484) 
                                                                ---------  -------- 
  Cash generated from operations                                    1,000     2,344 
                                                                ---------  -------- 
 Cash flows from investing activities 
  Disposal of Sports Haven (net of transaction 
   costs)                                                           4,193         - 
  Disposal of Bump 50:50 (net of cash disposed 
   of and transaction costs)                                        4,644         - 
  Consideration paid for Lot.to Systems Limited, 
   net of cash acquired                                                 -     (500) 
  Disposal of LEIDSA contract (net of cash disposed 
   of and transaction costs)                                        9,417         - 
  Disposal of Global Tote (net of cash disposed 
   of and transaction costs)                                       22,636     6,180 
  Proceeds from sale of intangible assets                 M           150         - 
  Investment in intangible fixed assets                   L       (1,012)   (1,650) 
  Purchase of property, plant and equipment               M         (582)     (753) 
  Net cash generated from investing activities                     39,446     3,277 
 Cash flows used in financing activities 
  Principal paid on lease liabilities                     U       (1,333)   (1,316) 
  Interest paid on lease liabilities                                (179)     (339) 
  Share buy-back including transaction costs              V      (35,880)         - 
  Interest received                                                    27         - 
  Interest paid                                                       (2)         - 
  Cash used in financing activities                              (37,367)   (1,655) 
                                                                ---------  -------- 
 Net increase in cash and cash equivalents                          3,079     3,966 
 Effect of foreign exchange on cash and cash 
  equivalents                                                       (171)      (72) 
 Cash and cash equivalents at the beginning of 
  the year                                                R        11,821    15,565 
 Opening cash included in asset held for sale 
  and excluded from cash and cash equivalents                       7,638         - 
                                                                ---------  -------- 
 Cash and cash equivalents at the end of the 
  year                                                    R        22,367    19,459 
 Less cash held by assets held for sale                                 -   (7,638) 
                                                                ---------  -------- 
 Group cash and cash equivalents at the end of 
  the year                                                         22,367    11,821 
 Represented by: 
 Cash and cash equivalents                                R        22,367    11,821 
 Less customer funds                                      R         (455)     (465) 
                                                                ---------  -------- 
 Adjusted net cash at the end of the year                 R        21,912    11,356 
                                                                ---------  -------- 
 

Notes to the Final Statement

For the year ended 31 December 2021

All accounting policies applied in this Preliminary Statement are consistent with those in the full financial statements which have yet to be published. The preliminary results for the year ended 31 December 2021 were approved by the Board of Directors on 31 March 2022. The financial information set out in this announcement does not constitute statutory financial statements for the years ended 31 December 2021 and 2020 within the meaning of Section 435 of the Companies Act 2006, but is extracted from those financial statements. The auditors have reported on those financial statements and have given an unqualified report which does not contain a statement under Section 498 of the Companies Act 2006.

   A.     Reporting entity 

Sportech PLC (the "Company") is a company domiciled in the UK and listed on the London Stock Exchange's Alternative Investment Market ("AIM"). The Company's registered office is Collins House, Rutland Square, Edinburgh, Midlothian, Scotland EH1 2AA. The consolidated financial statements of the Company as at and for the period ended 31 December 2021 comprise the Company and its subsidiaries (together referred to as the "Group"). The principal activities of the Group were the provision of pari-mutuel betting (B2C) and the supply of wagering technology solutions (B2B) up until the disposal of the Group's Global Tote business on 17 June 2021, the disposal of the Group's 50:50 Lottery business (Bump 50:50) on 2 June 2021 and the disposal of the Group's supply contract with LEIDSA in the Dominican Republic on 31 December 2021. Following the disposals, the Group continues to provide pari-mutuel betting (B2C) and lottery technology (B2B).

   B.     Going concern 

The Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Following the completion of the disposal of the LEIDSA Lottery contract on 31 December 2021, the Group has realised significant cash, the Board will continue to engage with shareholders to assess the optimal use of capital.

The forecasts used in the analysis of the Group's ability to continue in operational existence for the foreseeable future include both the base plan and downside scenarios which although Sportech has no connections with Russia or Ukraine through its operations (no employees located there nor any customers or suppliers in the region), include assumptions taking into account macro-economic potential indirect impacts of the events unfolding.

   C.     Basis of reporting 

a. The accounting policies used in preparation of this preliminary announcement have remained unchanged from those set out in the Group's 2020 financial statements.

b. The consolidated financial statements have been extracted from the statutory financial statements which have been prepared in accordance with UK adopted international accounting standards. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities.

c. The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. Details of the critical judgements applied in the preparation of these financial statements are included in the full statutory financial statements.

   D.     Adjusted Performance Measures 

The Board of Directors assesses the performance of the operating segments based on a measure of adjusted EBITDA which excludes the effects of expenditure that management believe should be added back (separately disclosed items) and other income. The share option expense is also excluded given it is not directly linked to operating performance of the divisions. Interest is not allocated to segments as the Group's cash position is controlled by the central finance team. This measure provides the most reliable indicator of underlying performance of each of the trading divisions as it is the closest approximation to cash generated by underlying trade, excluding the impact of separately disclosed items and working capital movements.

Adjusted EBITDA is not an IFRS measure, nevertheless although it may not be comparable to adjusted figures used elsewhere, it is widely used by both the analyst community to compare with other gaming companies and by management to assess underlying performance.

A reconciliation of the adjusted operating expenses used for statutory reporting and the adjusted performance measures is shown below:

 
                                                                      Restated 
                                                               2021       2020 
                                                   Note      GBP000     GBP000 
 Operating costs per income statement                      (15,680)   (19,710) 
 Add back: 
  Sports betting investment                                     260        261 
  Depreciation                                     M,N          982      1,621 
  Amortisation, excluding acquired intangible 
   assets                                           L           129        276 
  Amortisation of acquired intangible assets        L           509        509 
  Impairment of property, plant and equipment 
   and right-of-use assets                                        -      4,349 
  Reversal of impairment of property, plant 
   and equipment                                              (335)          - 
  Share option charge                                           334        347 
  Separately disclosed items (net)                  F         1,101        229 
                                                          ---------  --------- 
 Adjusted operating costs, pre sports betting 
  investment                                               (12,700)   (12,118) 
                                                          ---------  --------- 
 

Adjusted EBITDA is calculated as below.

 
                                                                Restated 
                                                         2021       2020 
   Continuing operations                               GBP000     GBP000 
 Revenue                                               22,942     17,372 
 Cost of sales                                       (11,489)    (8,717) 
                                                    ---------  --------- 
 Gross profit                                          11,453      8,655 
 Marketing and distribution costs                       (276)      (311) 
                                                    ---------  --------- 
 Contribution                                          11,177      8,344 
 Adjusted operating income and costs (pre sports 
  betting investment)                                (12,700)   (12,118) 
                                                    ---------  --------- 
 Adjusted EBITDA pre sports betting investment        (1,523)    (3,774) 
 Sports betting investment                              (260)      (261) 
                                                    ---------  --------- 
 Adjusted EBITDA                                      (1,783)    (4,035) 
                                                    ---------  --------- 
 

Prior year comparatives have been adjusted for discontinued operations related to the LEIDSA contract (prior year comparatives were adjusted in the 2020 financial statements to excluded results of the Global Tote and Bump 50:50 business).

Sports Betting investment represents the time and cost the Group has incurred on seeking to secure a Sports Betting licence in the State of Connecticut and also in seeking partnerships across the rest of the US in Sports Betting. It includes lobbying costs and consultants. In both the current and prior year, the costs were all wholly externally incurred and included no internal allocations.

Adjusted profit/(loss) is also an adjusted performance measure used by the Group. This uses adjusted EBITDA, as defined above as management's view of the closest proxy to cash generation for underlying divisional performance, and deducting share option charges, depreciation, amortisation of intangible assets (other than those which arise in the acquisition of businesses) and certain finance charges. This provides an adjusted profit before tax measure, which is then taxed by applying an estimated adjusted tax measure. The adjusted tax charge excludes the tax impact of income statement items not included in adjusted profit before tax.

 
                                                                 Restated 
                                                          2021       2020 
 From continuing operations:                            GBP000     GBP000 
 Adjusted EBITDA                                       (1,783)    (4,035) 
 Share option charge                                     (334)      (347) 
 Depreciation                                            (982)    (1,621) 
 Amortisation (excluding amortisation of acquired 
  intangibles)                                           (129)      (276) 
 Net finance costs (excluding certain finance costs 
  - note G)                                              (130)      (254) 
                                                      --------  --------- 
 Adjusted loss before tax                              (3,358)    (6,533) 
 Tax at 16.4% (2020: 20.3%)                                551      1,326 
                                                      --------  --------- 
 Adjusted loss after tax                               (2,807)    (5,207) 
                                                      --------  --------- 
 
 
                                            Restated 
                                     2021       2020 
 From discontinued operations:     GBP000     GBP000 
 Adjusted EBITDA                    6,879      6,369 
 Depreciation                       (221)    (2,170) 
 Amortisation                       (151)    (3,585) 
 Net finance costs                     54       (68) 
                                 --------  --------- 
 Adjusted profit before tax         6,561        546 
 Tax at 25.8% (2020: (60.9)%)     (1,693)        333 
                                 --------  --------- 
 Adjusted profit after tax          4,868        879 
                                 --------  --------- 
 
   E.      Segmental reporting 
 
 2021 
                                                    Sportech     Sportech     Corporate 
                                                     Digital       Venues         costs      Group 
                                                      GBP000       GBP000        GBP000     GBP000 
 Revenue from sports betting services                      -          280             -        280 
 Revenue from food and beverage sales                      -        2,115             -      2,115 
 Revenue from rendering of services                    1,032       19,515             -     20,547 
                                                   ---------  -----------  ------------  --------- 
 Total revenue                                         1,032       21,910             -     22,942 
 Cost of sales                                         (548)     (10,941)             -   (11,489) 
                                                   ---------  -----------  ------------  --------- 
 Gross profit                                            484       10,969             -     11,453 
 Marketing and distribution costs                       (76)        (200)             -      (276) 
                                                   ---------  -----------  ------------  --------- 
 Contribution                                            408       10,769             -     11,177 
 Adjusted net operating costs                          (987)      (9,149)       (2,564)   (12,700) 
                                                   ---------  -----------  ------------  --------- 
 Adjusted EBITDA (pre sports betting investment)       (579)        1,620       (2,564)    (1,523) 
 Sports betting investment                                 -        (260)             -      (260) 
                                                   ---------  -----------  ------------  --------- 
 Adjusted EBITDA                                       (579)        1,360       (2,564)    (1,783) 
 Share option charge                                       -            -         (334)      (334) 
 Depreciation                                           (10)        (950)          (22)      (982) 
 Amortisation (excluding amortisation of 
  acquired intangible assets)                           (97)            -          (32)      (129) 
                                                   ---------  -----------  ------------  --------- 
 Segment result before amortisation of acquired 
  intangibles                                          (686)          410       (2,952)    (3,228) 
 Amortisation of acquired intangibles                  (509)            -             -      (509) 
 Reversal of impairment of property, plant 
  and equipment                                            -          335             -        335 
 Separately disclosed items                            (165)         (84)         (852)    (1,101) 
 Other income                                            100        4,001             -      4,101 
                                                   ---------  -----------  ------------  --------- 
 Operating (loss)/profit                             (1,260)        4,662       (3,804)      (402) 
 Net finance income                                                                              156 
                                                                                         ----------- 
 Loss before taxation from continuing operations                                               (246) 
 Taxation - continuing operations                                                              (192) 
                                                                                         ----------- 
 Loss for the year from continuing operations                                                  (438) 
 Profit after tax from discontinued operations                                                35,001 
                                                                                         ----------- 
 Profit for the year                                                                          34,563 
                                                                                         ----------- 
 
 

Discontinued operations in relation to the LEIDSA contract were within the Sportech Digital division, formally known as Sportech lotteries. Those in relation to Global Tote and Bump 50:50 were classified as discontinued in 2020 also.

Within Sportech Venues' services revenue there is an amount of cGBP263k which related to 2020 handle taken from Connecticut residents online by out of state operators. It was only in 2021 that those operators received sub-licences to take bets from Connecticut residents and as such that Sportech could collect as "source market" fee from those operators, including back dating to 2020 handle.

 
 
                                                Sportech     Sportech     Corporate 
                                                 Digital       Venues         costs      Group 
                                                  GBP000       GBP000        GBP000     GBP000 
 Segment assets                                    1,252       20,288        18,738     40,278 
 Segment liabilities                               (208)     (12,144)       (8,104)   (20,456) 
                                               ---------  -----------  ------------  --------- 
 Other segment items - capital expenditure 
 Intangible assets (continuing operations)           165            -             -        165 
 Intangible assets (discontinued operations)         847            -             -        847 
 Property, plant and equipment (continuing 
  operations)                                          4           27             -         31 
 Property, plant and equipment (discontinued 
  operations)                                        551            -             -        551 
                                               ---------  -----------  ------------  --------- 
 
 
 2020 
                                                     Sportech     Sportech     Corporate 
                                                      Digital       Venues         costs        Group 
 Restated                                              GBP000       GBP000        GBP000       GBP000 
 Revenue from food and beverage sales                       -        1,472             -      1,472 
 Revenue from rendering of services                       304       15,596             -     15,900 
                                                    ---------  -----------  ------------  --------- 
 Total revenue                                            304       17,068             -     17,372 
 Cost of sales                                           (93)      (8,624)             -    (8,717) 
                                                    ---------  -----------  ------------  --------- 
 Gross profit                                             211        8,444             -      8,655 
 Marketing and distribution costs                           -        (311)             -      (311) 
                                                    ---------  -----------  ------------  --------- 
 Contribution                                             211        8,133             -      8,344 
 Adjusted net operating costs                           (973)      (9,218)       (1,927)   (12,118) 
                                                    ---------  -----------  ------------  --------- 
 Adjusted EBITDA (pre sports betting investment)        (762)      (1,085)       (1,927)    (3,774) 
 Sports betting investment                                  -        (261)             -      (261) 
                                                    ---------  -----------  ------------  --------- 
 Adjusted EBITDA                                        (762)      (1,346)       (1,927)    (4,035) 
 Share option charge                                        -            -         (347)      (347) 
 Depreciation                                            (10)      (1,595)          (16)    (1,621) 
 Amortisation (excluding amortisation of acquired 
  intangible assets)                                     (26)            -         (250)      (276) 
                                                    ---------  -----------  ------------  --------- 
 Segment result before amortisation of acquired 
  intangibles                                           (798)      (2,941)       (2,540)    (6,279) 
 Amortisation of acquired intangibles                   (509)            -             -      (509) 
 Impairment of property, plant and equipment 
  and right-of-use assets                                   -      (4,349)             -    (4,349) 
 Separately disclosed items                                 -         (18)         (211)      (229) 
                                                    ---------  -----------  ------------  --------- 
 Operating loss                                       (1,307)      (7,308)       (2,751)   (11,366) 
 Net finance costs                                                                            (557) 
                                                                                          --------- 
 Loss before taxation from continuing operations                                           (11,923) 
 Taxation - continuing operations                                                             1,055 
                                                                                          --------- 
 Loss for the year from continuing operations                                              (10,868) 
 Loss after tax from discontinued operations                                                (1,964) 
                                                                                          --------- 
 Loss for the year                                                                         (12,832) 
                                                                                          --------- 
 
 
                                                                                         Assets 
                                                Sportech     Sportech     Corporate        held 
                                                 Digital       Venues         costs    for sale      Group 
                                                  GBP000       GBP000        GBP000      GBP000     GBP000 
 Segment assets (excluding investments 
  and intercompany balances)                       2,943       13,681        12,593      27,671     56,888 
 Segment liabilities (excluding intercompany 
  balances)                                        (472)      (8,659)      (15,091)     (7,507)   (31,729) 
                                               ---------  -----------  ------------  ----------  --------- 
 Other segment items - capital expenditure 
 Intangible assets (continuing operations)           230            -             -           -        230 
 Intangible assets (discontinued operations)           -            -             -       1,420      1,420 
 Property, plant and equipment (continuing 
  operations)                                          -           29             -           -         29 
 Property, plant and equipment (discontinued 
  operations)                                        121            -             -         603        724 
                                               ---------  -----------  ------------  ----------  --------- 
 
   F.      Separately disclosed items 
 
                                                                  2021     2020 
 Continuing operations                                  Note    GBP000   GBP000 
 Included in operating costs: 
  Onerous contract provisions and other losses 
   resulting from exit from Californian operations                  91        - 
  Redundancy and restructuring costs                               625        - 
  Corporate activity costs                               (a)        21      118 
  Costs in relation to the Spot the Ball VAT refund      (b)        10       44 
  Costs in relation to exiting the Group's interests 
   in India                                                         13       65 
  Costs in relation to the Group's move from Main                             - 
   Market to AIM                                                   341 
  UK defined benefit pension scheme buy-out                          -        2 
                                                                 1,101      229 
                                                               -------  ------- 
 Discontinued operations 
 Included in operating costs                            I(c)       371    1,224 
 
 Total included in operating costs                               1,472    1,453 
                                                               -------  ------- 
 
 Included in finance costs - continuing operations: 
  Interest accrued on corporate tax potentially 
   due and unpaid at the balance sheet date on 
   STB refund received in 2016                                     150      150 
   Interest paid on VAT settlement reached in 2020                   -       83 
                                                               -------  ------- 
                               G                                   150      233 
                                                               -------  ------- 
 
 Net separately disclosed items                                  1,622    1,686 
                                                               -------  ------- 
 

(a) Corporate activity costs

Costs incurred in relation to the approach by Standard General LLP to acquire the entire equity of Sportech PLC and other corporate activity.

(b) Costs in relation to the Sport the Ball refund

Advice continues to be received in relation to the corporate tax filings in relation to the Spot the Ball VAT refund in 2016.

   (c)   Costs in relation to exiting the Group's interests in India 

The Group is incurring costs in relation to dissolving the holding company of the joint venture in Mauritius, the issue is ongoing.

Below is a summary of exceptional cash outflows from separately disclosed items:

 
                                                               2021      2020 
                                                             GBP000    GBP000 
--------------------------------------------------------  ---------  -------- 
  Continuing operations - cash outflows from separately 
   disclosed items: 
  Redundancy and restructuring costs                          (625)      (18) 
  Expenses in relation to the UK defined benefit 
   pension scheme "buy-out"                                       -       (2) 
  Costs in relation to the Spot the Ball VAT refund            (37)         - 
  Costs in relation to corporate activity                      (71)     (127) 
  Costs in relation to legacy tax disputes                        -      (17) 
  Transaction costs - disposal of Global Tote Business            -      (16) 
  One off start-up costs of new ventures, including 
   new venue builds and joint ventures                            -     (224) 
  Costs in relation to the Group's move to AIM                (341)         - 
  Costs in relation to the Group's lease in Norco, 
   California                                                 (785)         - 
  Costs in relation to exiting the Group's interests 
   in India                                                    (13)      (65) 
--------------------------------------------------------  ---------  -------- 
                                                            (1,872)     (469) 
  Cash outflows from separately disclosed items - 
   discontinued operations (net)                              (535)      (15) 
--------------------------------------------------------  ---------  -------- 
                                                            (2,407)     (484) 
--------------------------------------------------------  ---------  -------- 
 
   G.     Net finance income/(costs) 
 
                                                                  2021     2020 
 Continuing operations                                          GBP000   GBP000 
 Finance costs: 
   Interest accrued and paid on tax liabilities                  (150)    (233) 
   Interest on lease obligations (note U)                        (155)    (265) 
   Foreign exchange loss on financial assets and liabilities 
    denominated in foreign currency                                  -     (70) 
   Total finance costs                                           (305)    (568) 
                                                               -------  ------- 
 
 Finance income: 
   Interest received on bank deposits                               25       11 
   Foreign exchange gain on financial assets and liabilities 
    denominated in foreign currency                                436        - 
                                                               -------  ------- 
   Total finance income                                            461       11 
                                                               -------  ------- 
 
 Discontinued operations (note I)                                   54     (68) 
 
 Net finance income/(costs)                                        210    (625) 
                                                               -------  ------- 
 

Of the above amounts the following have been excluded for the purposes of deriving the alternative performance measures in note D.

 
                                                              Restated 
                                                       2021       2020 
                                                     GBP000     GBP000 
 Foreign exchange gain/(loss) on financial assets 
  and liabilities denominated in foreign currency       436       (70) 
 Interest accrued and paid tax liabilities            (150)      (233) 
                                                        286      (303) 
                                                    -------  --------- 
 
   H.     Taxation 

The Group's tax charge from continuing and discontinuing operations comprises:

 
 
                                                            2021      2020 
                                                          GBP000    GBP000 
 Current tax: 
  Current tax on profit for the year                       1,219     1,176 
  Adjustments in respect of prior years                        6   (1,895) 
                                                         -------  -------- 
  Total current tax                                        1,225     (719) 
                                                         -------  -------- 
 Deferred tax: 
   Origination and reversal of temporary differences        (56)       169 
   Change in rates                                           (4)       (1) 
   Adjustments in respect of prior years                      13     (204) 
   Derecognition of previously recognised deferred tax 
    assets                                                     -       986 
                                                         -------  -------- 
   Total deferred tax                                       (47)       950 
                                                         -------  -------- 
 Total tax charge                                          1,178       231 
                                                         -------  -------- 
 
 
 
                                                                  Restated 
                                                                      2020 
                                                          2021 
                                                        GBP000      GBP000 
  Total tax charge/(credit) in continuing operations       192     (1,055) 
  Total tax charge in discontinued operations              986       1,286 
                                                       -------  ---------- 
  Total tax charge                                       1,178         231 
                                                       -------  ---------- 
 

The taxation on the Group's profit/loss) before taxation differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits and losses of the consolidated entities as follows:

 
                                                                     2021       2020 
                                                                   GBP000     GBP000 
 Profit/(loss) for the year                                        34,563   (12,832) 
 Total tax charge                                                   1,178        231 
                                                                 --------  --------- 
 Profit/(loss) before tax                                          35,741   (12,601) 
                                                                 --------  --------- 
 
 Tax calculated at domestic tax rates applicable 
  to (losses)/profits in the respective countries                   8,065    (2,669) 
 Tax effects of: 
 - expenses not deductible for tax purposes net of 
  income not taxable                                              (5,282)        449 
            - foreign taxes paid not provided for                     689        835 
            - adjustments in respect of prior years - current 
             tax                                                        6    (1,895) 
            - adjustments in respect of prior years - deferred 
             tax                                                       13      (204) 
            - effect of change in rates                               (4)        (1) 
            - deferred tax not recognised during the year             319      2,730 
            - deferred tax not previously provided                (2,628)          - 
            - derecognition of previously recognised deferred 
             tax assets                                                 -        986 
                                                                 --------  --------- 
 Total tax charge                                                   1,178        231 
                                                                 --------  --------- 
 

US deferred tax assets were revalued downwards in 2020 by GBP986k to GBPnil carrying value (predominantly foreign taxes paid in the Dominican Republic), following a review of recoverability. Group cash flow forecasts were used and any assets not showing as recoverable within five years were considered not recoverable and a valuation allowance was charged to the income statement. The same analysis was carried out in 2021 and the review confirmed no recoverability and therefore no deferred tax asset has been recognised in the US businesses as at 31 December 2021. There are no changes expected in the US federal income tax rate from the current rate of 21%.

These financial statements account for the change in the UK Corporation Tax rate from 19% to 25% based on enacted legislation. Deferred tax in the UK would be provided at 25%, however deferred tax in the UK is valued at GBPnil as losses carried froward are not expected to be recovered.

Included within the Group's current tax liabilities is a provision of GBP4.6m for an uncertain tax position in relation to the treatment of the gain included in the 2016 financial statements for the Spot the Ball VAT refund. Included in current tax receivable in the prior year is GBP1.4m in relation to a refund, which was subsequently received in February 2021, for overpaid tax in relation to the disposal of The Football Pools trade and assets in June 2017.

An analysis of the current tax liabilities is as follows:

 
                                                                Restated 
                                                         2021       2020 
                                                       GBP000     GBP000 
 At 1 January                                           3,258      4,880 
 Charged to the income statement - continuing 
  operations                                              239    (1,770) 
 Charged to the income statement - discontinued 
  operations*                                             791      1,051 
 Paid during the year - continuing operations           (105)         41 
 Received during the year - continuing operations       1,442          - 
 Paid during the year - discontinued operations*        (904)    (1,070) 
 Transferred to liabilities associated with assets 
  held for sale                                             -        117 
 Foreign exchange movements                               (3)          9 
 At 31 December                                         4,718      3,258 
                                                      -------  --------- 
 
 Included in: 
 Current assets                                             -    (1,442) 
 Current liabilities                                    4,718      4,700 
                                                      -------  --------- 
                                                        4,718      3,258 
                                                      -------  --------- 
 

* Relating to LEIDSA contract only. Tax paid in the other discontinued operations was GBP20k.

   I.       Discontinued operations and assets held for sale 

Ia) On 28 April 2021 the Group completed the disposal of its freehold property in New Haven, Connecticut, known as "Sports Haven" for gross consideration of GBP4,346k ($6,000k). The asset was classified as held for sale as at 31 December 2020 and was part of the Sportech Venues division. Costs related to the disposal amounted to GBP153k ($210k). The property is to be leased back for 18 months to 31 October 2022 at a rental of cGBP36k per month ($50k). On disposal, a lease liability of GBP633k was recognised as well as a right-of-use asset of GBP169k. The profit on disposal is analysed as follows:

 
                                           2021 
                                         GBP000 
----------------------------------     -------- 
 Cash consideration received              4,346 
 Net book value disposed of             (1,154) 
 Right-of-use asset recognised              169 
 Lease liability recognised               (633) 
 Costs of disposal                        (153) 
-------------------------------------  -------- 
 Profit after tax on disposal net 
  of costs                                2,575 
-------------------------------------  -------- 
 

Ib) On 2 June 2021 the Group completed the disposal of its 100% interest in Bump (Worldwide) Inc. ("Bump") for gross consideration of GBP4,941k (CAD$8,462k), including a net working capital settlement of GBP277k. The division was classified as held for sale as at 31 December 2020 and was part of the Sportech Racing division. Further deferred contingent consideration is potentially due of GBP1,165k (CAD$2,000k). This has not been recognised given the uncertainty of the revenue hurdle required to be achieved.

The profit/(loss) for the period and cashflows from Bump are shown below:

 
                                                            Period ended 
                                                    Note     2 June 2021      2020 
 Bump (Worldwide) Inc.:                                           GBP000    GBP000 
-------------------------------------------------  ------  -------------  -------- 
 Revenue                                                             810       703 
 Cost of sales, marketing and distribution and 
  adjusted operating expenses                                      (487)   (1,598) 
---------------------------------------------------------  -------------  -------- 
 Adjusted EBITDA                                                     323     (895) 
 Depreciation and amortisation                                         -     (291) 
 Separately disclosed items                                            -      (65) 
 Finance income                                                       78        45 
--------------------------------------------------------- 
 Profit/(loss) before tax                                            401   (1,206) 
 Tax, excluding tax arising on disposal                                -         - 
-------------------------------------------------  ------  -------------  -------- 
 Profit/(loss) after tax                                             401   (1,206) 
 Gain from selling discontinued operations after 
  tax (net of disposal costs)                        Ie            3,805         - 
-------------------------------------------------  ------  -------------  -------- 
 Profit/(loss) for the period                                      4,206   (1,206) 
---------------------------------------------------------  -------------  -------- 
 
 Net cash flow from operating activities                             462     (801) 
 Net cash flow from investing activities                            (37)     (118) 
---------------------------------------------------------  -------------  -------- 
 Net decrease in cash generated/(used)                               425     (919) 
---------------------------------------------------------  -------------  -------- 
 

Separately disclosed items within the above table are disposal costs.

Ic) On 17 June 2021 the Group completed the disposal of its Global Tote division which also formed part of the Sportech Racing division and was classified as held for sale as at 31 December 2020. Gross Consideration amounts to GBP33,906k including a payment for cash transferred to the buyer with the business of GBP3,609k net of debt like items of GBP1,294k, received in July 2021 plus a settlement of net working capital which was in excess of an agreed Target working capital (and other adjustments) of GBP559k also delivered. In addition, the historical underlying tote software code was disposed of by Sportech PLC to BetMakers Technology Group Limited within the same agreement, proceeds of GBP150k resulted in a profit on disposal of GBP68k.

The profit/(loss) for the period and cashflows from Global Tote are shown below:

 
 
                                                               Period 
                                                                ended 
                                                              17 June 
                                                    Note         2021       2020 
 Global Tote Group:                                            GBP000     GBP000 
-------------------------------------------------  ------  ----------  --------- 
 Revenue                                                       12,245     25,052 
 Cost of sales, marketing and distribution and 
  adjusted operating expenses                                 (8,140)   (19,525) 
---------------------------------------------------------  ----------  --------- 
 Adjusted EBITDA                                                4,105      5,527 
 Other income                                           X       1,057          - 
 Depreciation and amortisation                                      -    (5,083) 
 Profit on disposal of intangible assets                           68          - 
 Separately disclosed items                                     (371)    (1,159) 
 Finance costs                                                   (24)      (113) 
--------------------------------------------------------- 
 Profit/(loss) before tax                                       4,835      (828) 
 Tax, excluding tax arising on disposal                         (195)      (528) 
---------------------------------------------------------  ----------  --------- 
 Profit/(loss) after tax                                        4,640    (1,356) 
 Gain from selling discontinued operations after       Ie      17,051          - 
  tax (net of disposal costs) 
-------------------------------------------------  ------  ----------  --------- 
 Profit/(loss) for the period                                  21,691    (1,356) 
---------------------------------------------------------  ----------  --------- 
 
 Net cash flow from operating activities                        1,944      6,099 
 Net cash flow from investing activities                        (930)    (1,905) 
 Net cash flow from financing activities                        (160)      (436) 
---------------------------------------------------------  ----------  --------- 
 Net increase in cash generated                                   854      3,758 
---------------------------------------------------------  ----------  --------- 
 

Separately disclosed items incurred in the period were redundancy and restructuring costs in respect of a rationalisation of this business and a provision for an employment tax settlement in Ireland (2020: redundancy and restructuring costs in respect of a rationalisation of this business including a provision for dilapidation costs on an expiring lease (GBP155k) and disposal costs of GBP1,004k).

Id) On 31 December 2021 the Group completed the disposal of its wholly owned subsidiary, Sportech Lotteries, LLC which had the legal rights to the service contract with LEIDSA who operates the Dominican Republic national lottery. Gross Consideration amounts to GBP9,854k including an estimate for settlement of net working capital which was in excess of an agreed Target working capital of GBP431k. GBP9,432k of the consideration was received on 31 December 2021, the final working capital settlement has been received in Q1 2022, there was no variance to estimate as at 31 December 2021.

The profit for the period and cashflows from Sportech Lotteries, LLC are shown below:

 
                                                      Period ended 
                                                       31 December 
                                              Note            2021     2020 
 Sportech Lotteries, LLC:                                   GBP000   GBP000 
-------------------------------------------  ------  -------------  ------- 
 Revenue                                                     3,364    2,594 
 Cost of sales, marketing and distribution 
  and adjusted operating expenses                            (913)    (857) 
---------------------------------------------------  -------------  ------- 
 Adjusted EBITDA                                             2,451    1,737 
 Depreciation and amortisation                               (372)    (381) 
 Profit on disposal of property, plant and 
  equipment                                                     47        - 
------------------------------------------- 
 Profit before tax                                           2,126    1,356 
 Tax, excluding tax arising on disposal                      (791)    (758) 
---------------------------------------------------  -------------  ------- 
 Profit after tax                                            1,335      598 
 Gain from selling discontinued operations 
  after tax (net of disposal costs)              Ie          7,769        - 
-------------------------------------------  ------  -------------  ------- 
 Profit for the period                                       9,104      598 
---------------------------------------------------  -------------  ------- 
 
 Net cash flow from operating activities                     1,068      568 
 Net cash flow from investing activities                     (429)    (121) 
---------------------------------------------------  -------------  ------- 
 Net decrease in cash generated/(used)                         639      447 
---------------------------------------------------  -------------  ------- 
 

Ie) A summary of the gain on disposal of each discontinued operation is as follows:

 
                                                      Global                        Sportech 
                                                  Tote Group   Bump (Worldwide)    Lotteries 
                                                                           Inc.          LLC     Total 
                                          Note        GBP000             GBP000       GBP000    GBP000 
--------------------------------------  ------  ------------  -----------------  -----------  -------- 
 Cash consideration received 
  and receivable                                      33,906              4,941        9,854    48,701 
 Cash disposed of                                    (3,609)              (116)            -   (3,725) 
 Cash consideration received 
  and receivable net of cash disposed 
  of                                      If          30,297              4,825        9,854    44,976 
--------------------------------------  ------  ------------  -----------------  -----------  -------- 
   Add cumulative foreign exchange 
    movements recycled to the income 
    statement                                          3,234              (101)          240     3,373 
   Costs of disposal                                 (1,511)              (118)        (405)   (2,034) 
   Less net assets disposed of: 
        Intangibles                                    6,582                274          209     7,065 
        Property, plant and equipment                  5,001                210          180     5,391 
        Right-of-use assets                              761                  -            -       761 
        Deferred tax assets                               12                  -            -        12 
        Trade and other receivables                    4,621                380        1,542     6,543 
        Inventories                                    2,479                  -            -     2,479 
        Income tax payable                              (44)                  -            -      (44) 
        Trade and other payables                     (2,660)               (63)         (11)   (2,734) 
        Lease liabilities                              (786)                  -            -     (786) 
        Retirement benefit liability                   (997)                  -            -     (997) 
----------------------------------------------  ------------  -----------------  -----------  -------- 
                                                      14,969                801        1,920    17,690 
 Pre-tax gain on disposal of 
  discontinued operations                             17,051              3,805        7,769    28,625 
 Taxation                                                  -                  -            -         - 
--------------------------------------  ------  ------------  -----------------  -----------  -------- 
 Gain on disposal of discontinued 
  operations                                          17,051              3,805        7,769    28,625 
----------------------------------------------  ------------  -----------------  -----------  -------- 
 

Costs of disposal include bonuses paid to Group employees of GBP1,173k for Global Tote, GBP85k for Bump and GBP375k for Sportech Lotteries, LLC (including employer's taxes payable).

If) A summary of the cash consideration received and receivable net of cash disposed of is as follows:

 
                                                  Global                        Sportech 
                                              Tote Group   Bump (Worldwide)    Lotteries 
                                                                       Inc.          LLC     Total 
                                      Note        GBP000             GBP000       GBP000    GBP000 
----------------------------------  ------  ------------  -----------------  -----------  -------- 
 
 Cash consideration received 
  in 2021 net of cash disposed 
  of                                              24,352              4,825        9,423    38,600 
 Disposal costs paid in 2021                     (1,716)              (181)          (6)   (1,903) 
------------------------------------------  ------------  -----------------  -----------  -------- 
 Cash consideration received 
  net of cash disposed of and 
  disposal costs paid in the 
  period                                          22,636              4,644        9,417    36,697 
 Add back cash disposal costs 
  paid in the period                               1,716                181            6     1,903 
------------------------------------------  ------------  -----------------  -----------  -------- 
 Cash consideration received 
  net of cash disposed of before 
  disposal costs paid in the 
  period                                          24,352              4,825        9,423    38,600 
 Cash consideration received 
  in 2020 (including FX movement)                  5,945                  -            -     5,945 
 Consideration to be received 
  in 2022                                              -                  -          431       431 
------------------------------------------  ------------  -----------------  -----------  -------- 
 Cash consideration received 
  and receivable net of cash 
  disposed of before disposal 
  costs paid in the period            Ie          30,297              4,825        9,854    44,976 
----------------------------------  ------  ------------  -----------------  -----------  -------- 
 

Cash consideration received in 2020 related to an Initial Payment received from BetMakers Technology Group Ltd for the disposal of Global Tote, the deposit was unconditional and non-returnable.

Ig) Reconciliation to profit/(loss) for the period included in the income statement:

 
                            Note      2021      2020 
                                    GBP000    GBP000 
-------------------------  ------  -------  -------- 
 Global Tote                 Ic     21,691   (1,356) 
 Bump                        Ib      4,206   (1,206) 
 Sportech Lotteries, LLC     Id      9,104       598 
-------------------------  ------  -------  -------- 
                                    35,001   (1,964) 
 --------------------------------  -------  -------- 
 
   J.      (Loss)/earnings per share 

(a) Basic

Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Parent Company by the weighted average number of ordinary shares in issue during the year.

 
                                                                                   Restated 
                                              2021                                   2020 
                              ------------------------------------  ------------------------------------- 
                               Continuing   Discontinued     Total   Continuing   Discontinued      Total 
                                   GBP000         GBP000    GBP000       GBP000         GBP000     GBP000 
 (Loss)/profit attributable 
  to the owners of the 
  Company                           (438)         35,001    34,563     (10,868)        (1,964)   (12,832) 
 Weighted average number 
  of ordinary shares 
  in issue ('000)                 169,785        169,785   169,785      188,751        188,751    188,751 
                              -----------  -------------  --------  -----------  -------------  --------- 
 Basic (loss)/earnings 
  per share                        (0.3)p          20.6p     20.3p       (5.8)p         (1.0)p     (6.8)p 
                              -----------  -------------  --------  -----------  -------------  --------- 
 

(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Where there is a loss attributable to owners of the Company, the earnings per share is not diluted.

 
                                                                                  Restated 
                                             2021                                   2020 
                             ------------------------------------  ------------------------------------- 
                              Continuing   Discontinued     Total   Continuing   Discontinued      Total 
                                  GBP000         GBP000    GBP000       GBP000         GBP000     GBP000 
 Loss)/profit attributable 
  to the owners of the 
  Company                          (438)         35,001    34,563     (10,868)        (1,964)   (12,832) 
 Weighted average number 
  of ordinary shares 
  in issue ('000)                169,785        169,785   169,785      188,751        188,751    188,751 
 Dilutive potential 
  ordinary shares                    N/A            N/A       N/A          N/A            N/A        N/A 
                             -----------  -------------  --------  -----------  -------------  --------- 
 Total potential ordinary 
  shares                         169,785        169,785   169,785      188,751        188,751    188,751 
                             -----------  -------------  --------  -----------  -------------  --------- 
 Diluted (loss)/earnings 
  per share                       (0.3)p          20.6p     20.3p       (5.8)p         (1.0)p     (6.8)p 
                             -----------  -------------  --------  -----------  -------------  --------- 
 

The number of potentially dilutive shares not taken into account in respect of the VCP in prior year was unlimited. The VCP expired on 31 December 2021 and there are no longer any potentially dilutive shares .

( c ) Adjusted

Adjusted EPS is calculated by dividing the adjusted loss after tax (as defined in note D) attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

 
                                                                                  Restated 
                                            2021                                     2020 
                         ----------------------------------------  -------------------------------------- 
                                           Weighted                                Weighted 
                              Adjusted      average                   Adjusted      average 
                            loss after       number                       loss       number 
                                   tax    of shares     Per share        after    of shares     Per share 
                                                           amount          tax                     amount 
 Continuing operations          GBP000       GBP000         Pence       GBP000       GBP000         Pence 
 Basic adjusted EPS            (2,807)      169,785        (1.7)p      (5,207)      188,751        (2.8)p 
 Diluted adjusted EPS          (2,807)      169,785        (1.7)p      (5,207)      188,751        (2.8)p 
 
   K.     Goodwill 

Goodwill cost brought forward arose on the acquisition of Lot.to Systems Limited (which is now subsumed into Sportech Digital) in February 2019. The goodwill is attributable to the knowledge and expertise of the workforce.

Movements in the Group's goodwill are shown below:

 
                                                2021                           2020 
                                   Sportech                      Sportech 
                                    Digital    Total      eBet    Digital     Total 
                                     GBP000   GBP000    GBP000     GBP000    GBP000 
 Cost 
 At 1 January                           604      604     5,548        604     6,152 
 Transferred to held for sale             -        -   (5,548)          -   (5,548) 
                                  ---------  -------  --------  ---------  -------- 
 At 31 December 2021                    604      604         -        604       604 
                                  ---------  -------  --------  ---------  -------- 
 Accumulated impairment charges 
 At 1 January                             -        -   (5,548)          -   (5,548) 
 Transferred to held for sale             -        -     5,548          -     5,548 
                                  ---------  -------  --------  ---------  -------- 
 At 31 December 2021                      -        -         -          -         - 
                                  ---------  -------  --------  ---------  -------- 
 Closing net book value                 604      604         -        604       604 
                                  ---------  -------  --------  ---------  -------- 
 
   L.      Intangible fixed assets 
 
 
   2021 
                                                Software     Licences     Total 
                                                  GBP000       GBP000    GBP000 
 Cost 
 At 1 January 2021                                 5,353        5,696    11,049 
 Additions - continuing operations                   165            -       165 
 Additions - discontinued operations                  23            -        23 
 Disposal                                          (965)            -     (965) 
 At 31 December 2021                               4,576        5,696    10,272 
                                             -----------  -----------  -------- 
 Accumulated amortisation 
 At 1 January 2021                                 3,594          879     4,473 
 Charge for year - continuing operations             603           35       638 
 Charge for year - discontinued operations           151            -       151 
 Disposal                                          (756)            -     (756) 
 At 31 December 2021                               3,592          914     4,506 
                                             -----------  -----------  -------- 
 Exchange differences at 1 January 2021                -          767       767 
 Movement in the year                                  -           71        71 
 Disposal                                          (247)            -     (247) 
                                             -----------  -----------  -------- 
 Exchange differences at 31 December 2021          (247)          838       591 
                                             -----------  -----------  -------- 
 Net book amount at 31 December 2021                 737        5,620     6,357 
                                             -----------  -----------  -------- 
 

Of the amounts capitalised in the year in continuing operations, GBP165k arose from capitalising staff costs for development expenditure (2020: GBP230k). Of the amounts capitalised in the year in discontinued operations, GBPnil arose from capitalising staff costs for development expenditure (2020: GBP1,420k). Amortisation has been included within operating costs.

Assets relating to in-house developed proprietary pari-mutuel software serving racing customers worldwide was sold during the year to Betmakers Technology Group for proceeds of GBP150k resulting in a profit on disposal of GBP68k.

Impairment - Licences

The Group holds a licence in perpetuity to offer pari-mutuel off-track betting in the State of Connecticut in the US for its Venues division. This asset has a book value in GBP at the reporting date, prior to any impairment that may be considered necessary, of GBP5,616k ($7,569k, 2020: GBP5,545k, $7,569k). Given this licence is in perpetuity, the book value of the asset is not amortised and the useful economic life allocated to the asset is indefinite.

As required by IAS 36, an impairment test has been carried out as at 31 December 2021. In testing for impairment, other assets used solely to generate cash flows in the Venues CGU are also included, totalling (together with the licence carrying value) GBP12,680k, $17,088k (2020: GBP9,876k, $13,479k).

The recoverable amount of the asset has been determined based on a value-in-use calculation. The key base case assumptions made in calculating the value-in-use were:

- EBITDA forecasts assume year-on-year handle decline in the core operating business of 8% in 2022 and 1% per annum thereafter and 2% decline into perpetuity;

   -    3% increase in online handle in 2022, 5% in 2023, 2% in 2024 and 2025 and into perpetuity; 

- 7% increase in handle at the Stamford venue in 2022 and handle is assumed to decline by 5% thereafter through 2025, and 2% decline into perpetuity;

- a 44% increase in core F&B revenues, which excludes the Stamford venue, in 2022 reflecting further recovery from COVID-19 restrictions, a 1% increase in 2023, 2024 and 2025 and thereafter stable revenues into perpetuity;

- F&B revenues at the Stamford venue are forecasted to increase by 69% in 2022, again reflecting recovery from COVID-19 restrictions, to increase a further 10% in 2023, 5% in 2024 and 3% in 2025, and remain flat thereafter into perpetuity;

- Sports betting revenues are forecasted to increase by 8% from 2022 budget levels in 2023 and by 6% in 2024 and 2025 and to then remain flat into perpetuity (is it assumed the 10-year contract with CLC will be renewed in perpetuity);

- capital expenditure was included in the cash flows at management's best estimate of industry norm for reinvestment in retail outlets of the kind under review; and

- a post-tax discount rate of 13.5% (2020: 10.5%) was used representing a market-based weighted average cost of capital appropriate for the Sportech Venues CGU. The pre-tax discount rate was 18.9% (2020: 14.7%).

The above assumptions are together considered by management to be the most likely trading performance outcome for the CGU, having taken into account past experience and knowledge of the future trading environment.

Following the impairment review, the recoverable amount of those assets was deemed to be GBP16,792k ($22,630k) and accordingly no impairment was identified (2020: no impairment).

The below assumptions represent a reasonable downside case for sensitivity purposes. This would reduce the carrying value of the trading assets in the business to GBP12,946k, being headroom to the carrying value of GBP266k.

   -    2% decline for 2023 through 2025 rather than 1% for core wagering handle; 
   -    3%, 1% and 1% growth for online handle in 2023 through 2025 rather than 5%, 2% and 2%; 
   -    Stamford's handle remains at 2022 forecast levels; 
   -    All other costs remain constant; 
   -    Core F&B delivers same EBITDA as 2022 budget - $65k throughout the period; and 
   -    Stamford F&B delivers same EBITDA as 2022 budget - loss of $219k throughout the period. 

For information, if a 0.5% increase in the post-tax discount rate to 14.0% was used in the Base Case model this would lead to a value in use of GBP14,697k.

 
 Restated                                       Customer 
  2020                                         contracts 
                                       and relationships     Software     Licences     Other      Total 
                                                  GBP000       GBP000       GBP000    GBP000     GBP000 
 Cost 
 At 1 January 2020                                   862       37,558       17,024     2,960     58,404 
 Additions - continuing operations                     -          230            -         -        230 
 Additions - discontinued 
  operations                                           -        1,366            -        54      1,420 
 Transferred to held for sale                      (862)     (33,801)     (11,328)   (3,014)   (49,005) 
 At 31 December 2020                                   -        5,353        5,696         -     11,049 
                                     -------------------  -----------  -----------  --------  --------- 
 Accumulated amortisation 
 At 1 January 2020                                   862       29,938       13,178     3,715     47,693 
 Charge for year - continuing 
  operations                                           -          735           50         -        785 
 Charge for year - discontinued 
  operations                                           -        3,585            -         -      3,585 
 Transferred to held for sale                      (862)     (30,664)     (12,349)   (3,715)   (47,590) 
 At 31 December 2020                                   -        3,594          879         -      4,473 
                                     -------------------  -----------  -----------  --------  --------- 
 Exchange differences at 1 
  January 2020                                         -        1,158        1,989     1,077      4,224 
 Movement in the year                                  -         (74)        (201)      (53)      (328) 
 Transferred to held for sale                          -      (1,084)      (1,021)   (1,024)    (3,129) 
                                     -------------------  -----------  -----------  --------  --------- 
 Exchange differences at 31 
  December 2020                                        -            -          767         -        767 
                                     -------------------  -----------  -----------  --------  --------- 
 Net book amount at 31 December 
  2020                                                 -        1,759        5,584         -      7,343 
                                     -------------------  -----------  -----------  --------  --------- 
 
   M.    Property, plant and equipment 
 
 
  2021                                     Leasehold 
                                        improvements 
                                           and owned                                       Assets in 
                                            land and    Plant and        Fixtures         the course 
                                           buildings    machinery    and fittings    of construction     Total 
                                              GBP000       GBP000          GBP000             GBP000    GBP000 
Cost 
At 1 January 2021                              8,393        3,022           3,553                 31    14,999 
Additions - continuing operations                  -           16              45               (30)        31 
Additions - discontinued operations                -          343               -                 64       407 
Disposals                                          -      (2,879)               -               (64)   (2,943) 
                                      --------------  -----------  --------------  -----------------  -------- 
At 31 December 2021                            8,393          502           3,598                  1    12,494 
                                      --------------  -----------  --------------  -----------------  -------- 
Accumulated depreciation 
At 1 January 2021                              4,780        1,513           3,274                  -     9,567 
Charge for year - continuing 
 operations                                      195           19             234                  -       448 
Charge for year - discontinued 
 operations                                        -          221               -                  -       221 
Reversal of impairment                         (335)            -               -                  -     (335) 
Disposals                                          -      (1,752)               -                  -   (1,752) 
                                      --------------  -----------  --------------  -----------------  -------- 
A t 31 D e c e m b er 2021                     4,640            1           3,508                  -     8,149 
                                      --------------  -----------  --------------  -----------------  -------- 
Exchange differences at 1 January 
 2021                                            122        (672)             195                  -     (355) 
Movement in the year                            (68)            1             138                  1        72 
Disposals                                          -          199               -                  -       199 
                                      --------------  -----------  --------------  -----------------  -------- 
Exchange differences at 31 
 December                                         54        (472)             333                  1      (84) 
                                      --------------  -----------  --------------  -----------------  -------- 
N e t b o ok am o u nt at 
 31 D e c e m b er 2021                        3,807           29             423                  2     4,261 
                                      --------------  -----------  --------------  -----------------  -------- 
 

Depreciation charges have been included in operating costs.

Reversal of impairment

The assets at the Stamford sports bar venue in Connecticut, USA were fully impaired in prior periods. Given the new arrangement for sports betting in the venue which came into force in late October 2021, management have considered whether any of the previous impairment of assets should be reversed based on the venue's trading performance. Modelling was undertaken to calculate the value-in-use of the assets at the venue. The following key assumptions were made in the value-in-use calculation:

- The break clause in May 2025 will not be activated to end the lease in June 2026 and the trade at the venue will continue into perpetuity (this a reversal of the assumption taken in June 2020 that the break would be taken). This has been reflected in the year with the lease liability remeasured resulting in an increase in the lease liability of GBP2,835K and a corresponding increase in the right-of-use asset was made (see note U and M);

- Pari-mutuel handle was assumed to increase by 7% from 2021 to 2022 but then decrease by 5% per annum until 2025 and by 2% thereafter into perpetuity;

- F&B revenues are forecasted to increase by 69% in 2022 (recovering from the depressed 2020 and 2021 levels due to COVID-19 restrictions), by 10% in 2023 and by 5% in 2024 and 3% in 2025, and to then remain flat into perpetuity;

- Sports betting revenues are forecasted to increase by 8% from 2022 budget levels in 2023 and by 6% in 2024 and 2025 and to then remain flat into perpetuity (is it assumed the 10-year contract with CLC will be renewed in perpetuity);

   -    Capital expenditure will average at $100k per annum into perpetuity; and 

- a post-tax discount rate of 13.5% (2020: 9.5%) was used representing a market-based weighted average cost of capital appropriate for the Sportech Venues CGU.

As part of the discounted cashflow exercise with the above assumptions the recoverable amount of those assets was deemed to be GBP3,119k. Accordingly a reversal of impairment of GBP335k was identified and has been credited to the income statement within operating costs.

No indicators of impairment of other property, plant and equipment arose in the second half of the year.

 
                                          Leasehold 
  Restated                             improvements                                          Assets 
  2020                                    and owned                                          in the 
                                           land and    Plant and        Fixtures             course 
                                          buildings    machinery    and fittings    of construction     Total 
                                             GBP000       GBP000          GBP000             GBP000    GBP000 
Cost 
At 1 January 2020                            16,573       11,785           5,423                 74    33,855 
Additions - continuing operations                 -            -               -                 29        29 
Additions - discontinued operations               -          710               -                 14       724 
T r a ns f e rred to held for 
 sale                                       (8,180)      (9,473)         (1,870)               (86)  (19,609) 
                                      -------------  -----------  --------------  -----------------  -------- 
At 31 December 2020                           8,393        3,022           3,553                 31    14,999 
                                      -------------  -----------  --------------  -----------------  -------- 
Accumulated depreciation 
At 1 January 2020                            11,320        4,260           4,225                  -    19,805 
Charge for year - continuing 
 operations                                     401           31             382                  -       814 
Charge for year - discontinued 
 operations                                      40        1,742               8                  -     1,790 
T r a ns f e rred to held for 
 sale                                       (8,869)      (4,520)         (1,974)                  -  (15,363) 
Impairment                                    1,888            -             633                  -     2,521 
                                      -------------  -----------  --------------  -----------------  -------- 
A t 31 D e c e m b er 2020                    4,780        1,513           3,274                  -     9,567 
                                      -------------  -----------  --------------  -----------------  -------- 
Exchange differences at 1 January 
 2020                                         2,003        1,198             425                  -     3,626 
Movement in the year                           (27)         (24)           (126)                (2)     (179) 
T r a ns f e rred to held for 
 sale                                       (1,854)      (1,846)           (104)                  2   (3,802) 
                                      ------------- 
Exchange differences at 31 December             122        (672)             195                  -     (355) 
                                      ------------- 
N e t b o ok am o u nt at 31 
 D e c e m b er 2020                          3,735          837             474                 31     5,077 
                                      ------------- 
 

The table has been restated to show additions which are in continuing activities and those which are classed as discontinued.

   N.     Right-of-use assets 
 
 
  2021 
                                             Land and                   Fixtures 
                                            buildings    Vehicles   and fittings     Total 
                                               GBP000      GBP000         GBP000    GBP000 
Cost 
At 1 January 2021                               6,941          29             53     7,023 
Additions                                       1,240           -              -     1,240 
Reassessment of lease term                        604           -              -       604 
Transferred from held for sale                     96           -              -        96 
At 31 December 2021                             8,881          29             53     8,963 
Accumulated depreciation 
At 1 January 2021                               5,878           2             27     5,907 
Charge for year                                   519           5             10       534 
Reassessment of lease term                    (2,231)           -              -   (2,231) 
Transferred from held for sale                     51           -              -        51 
A t 31 D e c e m b er 2021                      4,217           7             37     4,261 
Exchange differences at 1 January 2021             20         (1)            (2)        17 
Movement in the year                             (62)           -              -      (62) 
Exchange differences at 31 December 2021         (42)         (1)            (2)      (45) 
N e t b o ok am o u nt at 31 D e c e 
 m b er 2021                                    4,622          21             14     4,657 
 

Depreciation charges have been included in operating costs.

Reassessment of lease assumption - break clause

During the year ended 31 December 2020, management had judged that the break clause in the lease of the Stamford sports bar venue in Connecticut, USA, would be exercised and that the venue would be exited in May 2025. Following the new arrangement which came into force in late October 2021 and allowed sports betting to commence in the venue, management now consider that the break will not be taken and the Group will continue to operate the venue until at least the end of the lease in May 2035. As a result, during the year ended 31 December 2021, the lease liability was remeasured resulting in an increase of GBP2,835k (see note U) and a corresponding increase in the right-of-use asset.

This GBP2,835k increase to the right-of-use asset should wholly be recognised as an increase in cost but GBP2,231k has been taken against accumulated depreciation with only GBP604k recognised as an increase in cost. This is to ensure that the correct closing cost and accumulated depreciation figures are reported as, during the year ended 31 December 2020, the reassessment of the lease term which led to a decrease in the right of use asset of GBP2,231k was shown as an increase in accumulated depreciation when it should have been recognised as a reduction in cost. This had no impact on the net book amount of the right-of-use asset reported nor on profit for the year. Rather than restate the cost and accumulated depreciation figures for the year ended 31 December 2020 with no overall impact, management have reversed the GBP2,231k adjustment to accumulated depreciation during the year ended 31 December 2021 and correctly recognised the excess of GBP604k as an increase in cost.

Value in use

Management considered that indicators of impairment of the right-of-use assets of the Stamford sports bar lease in Connecticut, USA, following the reassessment of the break clause assumption. The carrying value was considered to be supported by the discounted future cashflows and as a result no further impairment was identified. See note M for details of assumptions used in the forecasting.

No indicators of impairment arose in relation to any other right-of-use asset during the period.

 
 
                                                                          Plant &       Fixtures 
                                      Land and buildings    Vehicles    machinery   and fittings     Total 
  2020                                            GBP000      GBP000       GBP000         GBP000    GBP000 
Cost 
At 1 January 2020                                  7,698         237            -             40     7,975 
Additions - continuing operations                    304          29            -             13       346 
Additions - discontinued operations                   73          30          205              -       308 
Transferred to held for sale                     (1,134)       (267)        (205)              -   (1,606) 
At 31 December 2020                                6,941          29            -             53     7,023 
Accumulated depreciation 
At 1 January 2020                                  1,282          97            -             13     1,392 
Charge for year - continuing 
 operations                                          791           2            -             14       807 
Charge for year - discontinued 
 operations                                          225          97           58              -       380 
Reassessment of lease term                         2,231           -            -              -     2,231 
Impairment                                         1,828           -            -              -     1,828 
Transferred to held for sale                       (479)       (194)         (58)              -     (731) 
A t 31 D e c e m b er 2020                         5,878           2            -             27     5,907 
Exchange differences at 1 January 
 2020                                              (263)         (6)            -            (2)     (271) 
Movement in the year                                 250         (1)          (3)              -       246 
Transferred to held or sale                           33           6            3              -        42 
Exchange differences at 31 December 
 2020                                                 20         (1)            -            (2)        17 
N e t b o ok am o u nt at 31 
 D e c e m b er 2020                               1,083          26            -             24     1,133 
 
   O.     Trade and other receivables 
 
                                                                 2021     2020 
                                                               GBP000   GBP000 
N o n -cur r e nt 
  Other receivables                                               158      156 
  N o n -cur r e nt t r ade and o t h er r e c e i v 
   a bl es                                                        158      156 
C ur r e n t 
  T r ad e r e c e i v a bl es                                    781      778 
  L e s s p ro vis i on f or i mp air m e nt of r e c 
   e i v a bl es                                                    -    (111) 
  T r ad e r e c e i v a bl es - n et                             781      667 
  O t h e r r e c e i v a bl es                                   480       62 
  A c c ru e d i n c ome                                          279      292 
  P r e p a y m e n t s                                           210      496 
  C ur r e n t t r ade and o t h er r e c e i v a bl 
   es                                                           1,750    1,517 
T o t a l t r ade and o t h er r e c e i v a bl es              1,908    1,673 
 

The fair value of trade and other receivables is not considered to be different from the carrying value recorded above. Other receivables includes GBP423k due from Inspired Entertainment Inc. for final working capital settlement on disposal of LEIDSA .

   P.     Deferred tax 

T h e m ov e m e nt on t he n et d ef e r r ed tax ba l an ce is as f o l l o w s:

 
                                              Asset  Liability      Net 
                                               2021       2021     2021     2020 
                                             GBP000     GBP000   GBP000   GBP000 
  N e t d ef e r r ed tax ass et at 
   1 Janua ry                                     4       (94)     (90)      808 
  Income statement (charge)/credit - 
   continuing operations                        (4)         51       47    (715) 
  Income statement charge - discontinued 
   operations                                     -          -        -    (235) 
  T a x c r edi t ed di r ectly to other 
   c omp r ehensi ve in c ome                     -          -        -       88 
  Deferred tax transferred to assets 
   held for sale                                  -          -        -     (27) 
  E x c hang e d i f f e r e n c es               -          -        -      (9) 
  N e t d ef e r r ed tax ass et at 
   31 De c e mb er                                -       (43)     (43)     (90) 
 
  Included in: 
  Non-current assets                              -          -        -        4 
  Current liabilities                             -          -        -     (94) 
  Non-current liabilities                         -       (43)     (43)        - 
                                                  -       (43)     (43)     (90) 
 

D eferre d tax a ss e ts

 
                                                                       Other 
                                                       Capital     temporary 
                                         Pension    allowances   differences     Total 
                                          GBP000        GBP000        GBP000    GBP000 
A t 1 Janua ry 2020                            -            33           957       990 
In c om e s t a t e m e nt charge - 
 continuing operations                         -             4         (807)     (803) 
In c om e s t a t e m e nt charge - 
 discontinued operations                    (88)           (5)         (142)     (235) 
T a x credi t ed di r ectly to other 
 c omp r ehensi ve in c ome                   88             -             -        88 
Transferred to assets held for sale            -          (27)             -      (27) 
C ur r e nc y t r a n s l a t i on d 
 i f f e r e n c es                            -           (1)           (8)       (9) 
A t 31 De c ember 2020                         -             4             -         4 
In c om e s t a t e m e nt charge - 
 continuing operations                         -           (4)             -       (4) 
A t 31 D e c e m b er 2021                     -             -             -         - 
 

The Group has not recognised further deferred tax assets on gross timing differences in continuing operations of: GBP6,804k in the US (2020: GBP21,637k) arising from unutilised trading losses and carried forward foreign tax credits; GBPnil (2020: GBP6,123k) from capital tax allowances versus accounting charges; and GBP5,212k (2020: GBP7,985k) from other short term timing differences. In the UK, GBP2,177k gross timing differences exist arising from trading losses and GBP32k on depreciation charged in excess of capital allowances claimed, which have not been provided for.

The Directors reviewed the recoverability of the deferred tax assets in the US and the UK during the year and did not consider there is sufficient certainty of future profits against which these losses/credits which could be offset due to expected future profit generation levels in the respective business units. A significant proportion of the tax losses unprovided for last year end in the US were utilised against profits on disposal of the discontinued operations in the US (as was expected at 31 December 2020, however accounting prevented the anticipation of such utilisation in the recognition of deferred tax assets.)

D ef e r r e d tax ass e ts a re r e c o gn i s ed w h en it is p r oba ble t h at f ut u re ta x a ble p r o f i ts w ill be g e n e r a t ed ag ain st w hich assets c an be u t ili s e d.

D eferre d tax liabilities

 
                                               Other 
                                           temporary 
                                         differences        Total 
                                              GBP000       GBP000 
A t 1 Janua ry 2020                            (182)        (182) 
In c om e s t a t e m e nt credit 
 - continuing operations                          88           88 
A t 1 January 2021                              (94)         (94) 
In c om e s t a t e m e nt credit- 
 continuing operations                            51           51 
A t 31 De c ember 2021                          (43)         (43) 
 

Of the deferred tax liability, GBP5k is the remaining balance from that which was recognised on the acquisition of Lot.to Systems Limited, in relation to intangible assets identified. The balance is in relation to the S&S Venues partnership. All of the deferred tax liability is recorded in non-current liabilities (2020: current liabilities).

   Q.     Inventories 
 
                             2021      2020 
                           GBP000   GBP 000 
  F in i s h e d goo ds       124       120 
                              124       120 
 
   R.     Cash and cash equivalents 
 
                                    2021      2020 
                                  GBP000    GBP000 
  Cash and short-term deposits    21,912    11,356 
  Customer funds                     455       465 
                                  22,367    11,821 
 
   S.      Trade and other payables 
 
                                                                2021      2020 
                                                              GBP000   GBP 000 
  T r ad e p a y a bl es                                       3,545     3,581 
  O t h e r ta x es and s o c i al s e cur i ty co s 
   ts                                                            178       141 
  A c c rua l s                                                3,767     3,737 
  D ef e r r e d i n c ome                                         -     6,180 
  Pl ay e r l i a b il i ty                                      455       465 
                                                               7,945    14,104 
 

T h e r e is no d i f f e r e n ce b e t w een book v a l ues and f air v a l ues of t r ade and o t h er p a y a bl es. A ll amo u n ts a re due wi t hin one y ea r. Deferred income in 2020 is c onsideration received in advance not yet recorded in income related to an Initial Payment received from BetMakers Technology Group Ltd for the acquisition of certain parts of the Racing and Digital division .

   T.      Provisions 
 
                                                       Onerous        Other 
                                                     contracts   Provisions     Total 
                                                        GBP000       GBP000    GBP000 
A t 1 Janua ry 2020                                      1,597            8       1,605 
Utilised during the year                                 (105)            -       (105) 
Expense discount interest to the income statement            -          (7)         (7) 
Cur r enc y dif f e r en c es                             (50)          (1)        (51) 
A t 1 January 2021                                       1,442            -       1,442 
Utilised during the year                                 (785)            -       (785) 
Transferred to liabilities associated with 
 assets held for sale                                       91            -          91 
Cur r enc y dif f e r en c es                             (12)            -        (12) 
A t 31 D e c e m b er 2021                                 736            -         736 
Of which: 
  Current provisions                                       736            -         736 
                                                           736            -         736 
 
 

P ro vis i o n s h ave b een r e c o gn i s ed w h e re t he G r o up h as c o n t r ac t ual o b li g a t i o ns to p ro v i de s e r v i c es w h e re t he es t i m a t ed u n av oi da ble co s ts to c a r ry o ut t he o b li g a t i on e x c eed t he e x p e c t ed f ut u re e c ono mic b e n e f i ts to be r e c e i v e d.

The Group had committed financial obligations arising from leases associated with its joint venture in California. The amounts provided for in prior year represented management's best estimate based on scenario analysis of what the Group was expecting to pay to settle the liabilities. During the period one lease dispute was settled resulting in a cash outflow of GBP785k (including legal fees). The second lease dispute was settled subsequent to the period end but prior to approving these financial statements, for GBP736k (including estimated legal fees to completion of the legal process). The estimated legal fees amount to GBP45k and could differ from management's expectations. The cash was paid in March 2022 .

   U.     Lease liabilities 
 
                                                  2021    2020 
Maturity analysis - contractual undiscounted    GBP000  GBP000 
 cash flows 
Less than one year                               1,211   1,085 
Between 2 and 5 years                            2,615   3,241 
More than 5 years                                4,824       - 
Total                                            8,650   4,326 
 

The weighted average incremental borrowing rate applied to the lease liabilities was 4.16%, lowest rate being 4.00% and highest rate of 5.75%.

 
                                                     2021    2020 
Lease liabilities included in the balance sheet    GBP000  GBP000 
Current                                               923     823 
Non-current                                         6,091   3,059 
Total                                               7,014   3,882 
 
 
Movement on lease liability during the year        2021     2020 
                                                 GBP000   GBP000 
At 1 January                                      3,882    7,724 
New leases entered into                           1,698      654 
Reassessment of lease term                        2,835  (2,231) 
Interest charged to the income statement - 
 continuing operations                              155      265 
Interest charged to the income statement - 
 discontinued operations                              -       74 
Lease rentals paid - continuing operations      (1,354)  (1,219) 
Lease rentals paid - discontinued operations          -    (436) 
Disposed of on settlement of lease dispute        (169)        - 
Transferred to held for sale                          -    (998) 
Movement as a result of foreign exchange           (33)       49 
At 31 December                                    7,014    3,882 
 
   V.     Ordinary shares 
 
  Authorised, issued and fully paid ordinary           2021                  2020 
   shares of 1p 
   (2020: 20p) each                                  '000   GBP 000       '000     GBP 000 
  At 1 January                                    188,751    37,750    188,751      37,750 
  Cancellation of 19p nominal value                     -  (35,862)          -           - 
  Buy-back and cancellation                      (88,751)     (888)          -           - 
  At 31 December                                  100,000     1,000    188,751      37,750 
 

On 28 September 2021. The Scottish Court approved the reduction of the Company's nominal share value from 20p to 1p per share and also the cancellation in full of the Capital redemption reserve (GBP10,312k). Costs associated with the process were expensed to retained earnings (GBP66k).

On 21 October 2021 the Company completed a tender offer to buy back 88,751,257 shares for consideration of GBP35,500k (40p per share). The shares repurchased were cancelled reducing the number of shares in issue to 100 million. Fees associated with the buy-back were GBP314k and were expensed to retained earnings.

   W.   C a s h  gene r a t ed  f r om  o pe r a t i o ns 

R e c on c ilia t i o n of loss b ef o re ta x a t i on to cash g e n e r ated f r om op e r a t i ons, b ef o re separately disclosed items:

 
                                                                        2021          2020 
                                                         Note        GBP 000       GBP 000 
Loss before tax - continuing operations                                (246)      (11,923) 
Profit/(loss) before tax - discontinued operations        I           35,987         (678) 
Total profit/(loss) before tax                                        35,741      (12,601) 
Adjustments for: 
  Separately disclosed items (included in operating 
   costs)                                                 F            1,472         1,453 
  Other income                                                       (2,583) 
  Depreciation and amortisation                         L,M,N          1,992         8,161 
  Profit on disposal of discontinued operations                     (28,625)             - 
  Profit on disposal of Sports Haven                                 (2,575)             - 
  Profit on sale of property, plant and equipment         M             (47)             - 
  Profit on sale of intangible assets                                   (68)             - 
  (Reversal of impairment)/impairment of assets          M,N           (335)         4,349 
  Net finance costs                                       G            (210)           625 
  Share option expense                                                   334           347 
Changes in working capital: 
  (Increase)/decrease in trade and other receivables                 (2,162)         2,791 
  Decrease/(increase) in inventories                                     192         (179) 
  Decrease in trade and other payables                                 (448)       (1,060) 
  (Decrease)/increase in customer funds                              (2,167)            42 
Cash generated from operating activities, before 
 separately disclosed items                                              511         3,928 
 
   X.     Other income 

Other income recognised in the income statement during the year is as follows:

 
                                                                2021 
                                                       Note   GBP000 
Settlement for early termination of a contract                   100 
CARES Act credits received - continuing operations             1,426 
Profit on disposal of Sports Haven                     I(a)    2,575 
Total - continuing operations                                  4,101 
CARES Act credits received - discontinued operations   I(c)    1,057 
Total                                                          5,158 
 

CARES Act credits were received given the impact on the Group's operations of the COVID-19 restrictions imposed in the USA. All amounts were received in cash during the year. Proceeds from the settlement for early termination of a contract are due to be received in early Q2 of 2022.

- Ends -

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FR VBLFXLXLFBBD

(END) Dow Jones Newswires

March 31, 2022 02:00 ET (06:00 GMT)

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