FULLTEXT DEL 1 AV 3
Årsredovisning 2023
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
A LEADING PROVIDER OF
AFFILIATION MARKETING FOR
OPERATORS OF ONLINE SPORTS
BETTING AND CASINO PLATFORMS.
Annual
Report 2023
Our trusted brands connect players with operators in North
America, Asia-Pacific and other selected markets, delivering a
valued and seamless user experience.
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
Introduction
The year in brief 3
Interim CEO’s comments 5
Strategy
Strategic review
Business model
7
9
Our strategy 11
Operations
Our market 14
Trends
Our segments
17
19
Sustainability
Highlights
Our sustainability strategy
21
24
Financial information
Group key figures 31
The share 32
Directors’ report 33
Risks and risk management 37
Board signatures 41
Financial statements 42
Corporate governance
Governance report
Remuneration report
Board of directors
75
84
90
Executive management 91
Other information
Auditor’s report
Definitions
92
96
Contents
About Catena Media
Catena Media generates high-value leads for operators of online
casino and sports betting platforms. Focused on the Americas, the
group’s large brand portfolio guides users to customer websites and
enriches the experience of players worldwide. Headquartered in Malta,
the group employs over 250 people globally. The share (CTM) is listed
on Nasdaq Stockholm Mid Cap.
CATENA MEDIA ANNUAL REPORT 2023 2
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
The year in brief Highlights from continuing operations *
76,748
-22%
25,447
-47%
33%
-16pp
The year was one of organisational trans -
formation as we further pivoted operations
to focus on the stable regulatory environ -
ment of North America. We sold several
non-core businesses as part of a structural
reset. These divestments helped reduce
debt, streamline the organisation and create
scope for investments into new data- and
tech-based capabilities.
We entered a joint venture to develop a gen -
erative artificial intelligence application for
online betting and casino gaming affiliation.
Two content partnerships with US media
groups were also signed. Sports betting
launched successfully in Ohio, Massachu -
setts, Kentucky and Maine. Operationally,
strong competition in North America and a
retrenchment by online betting and casino
operators put pressure on revenue and
earnings. Towards year-end, the group fore -
cast a return to organic growth later in 2024.
* Continuing operations exclude all assets divested between Q3 2022 and Q4 2023. These are classified as “discontinued operations” and comprise European grey-mar -
ket performance marketing assets, AskGamblers and related brands, the Financial Trading segment, UK and Australian sports betting brands and Italian sports and
casino assets.
Key figures from continuing operations* 2023 2022 Change
Revenue (EUR ’000) 76,748 98,610 -22%
Adjusted EBITDA (EUR ’000) 25,447 48,382 -47%
Adjusted EBITDA margin (%) 33 49 -16pp
EBITDA (EUR ’000) 23,590 46,762 -50%
EBITDA margin (%) 31 47 -16pp
Operating cash flow (EUR ’000) 19,656 46,026 -57%
Net interest-bearing debt (EUR ’000) 18,356 52,950 -65%
NIBD/adjusted EBITDA multiple 0.66 0.90 -27%
Earnings per share before dilution (EUR) (0.37) 0.46 -
Earnings per share after dilution (EUR) (0.27) 0.31 -
New depositing customers (NDCs) 184,257 228,601 -19%
REVENUE
(EUR ‘000)
ADJUSTED EBITDA
(EUR ‘000)
REVENUE NORTH AMERICA
(EUR M)
ADJUSTED
EBITDA MARGIN
CATENA MEDIA ANNUAL REPORT 2023 3
2021
Adjusted EBITDA and margin, EURm
202320222020
31.5
67.9
84.5
67.1
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
Stable revenue in North
America as Ohio launches
online sports betting
Revenue dips as US operators
scale back marketing spending
Transition to more sustainable
long-term revenue model begins
A weak quarter but revenue
projected to grow again later in
2024
€31.5m
7%
€18.7m
59%
74,186
€14.9m
19%
€2.1m
14%
37 ,935
€15.9m
28%
€3.2m
20%
40,104
€14.5m
41%
€1.5m
10%
32,032
Revenue
Y ear-on-year
revenue growth
Adjusted
EBITDA
Adjusted
EBITDA margin
New depositing
customers
Q1 Q2 Q3 Q4
*Numbers from continuing operations as of 31 December 2023, see page 3 for more information.
• Revenue decreases 2% in North America due
to challenging comparatives from the record
New York launch in Q1 2022. Total group rev -
enue from continuing operations is 5% lower
at EUR 35m.
• Launch of legal online sports betting in Ohio
on 1 January delivers a strong inflow of new
depositing customers in one of the group’s
best ever US state launches.
• Carnegie Investment Bank is engaged to
advise on strategic options for the group in
an extension of the review of the business
commenced in May 2022.
• Solid Super Bowl in February and the
successful launch of online sports betting in
Massachusetts in March.
• Positive revenue contributions received from
the media partnership with NJ.com.
• A slowdown in new state openings and lower
marketing spending by online betting and ca -
sino operators are the primary causes a 16%
revenue decrease in North America.
• Market-wide tightening in North America
dampens organic search volume and new
depositing customer inflow, particularly in
sports.
• Stiffer competition noted in North America
from non-traditional affiliates as well as estab -
lished media organisations.
• Significant operational and financial stream -
lining measures implemented in North Ameri -
ca ahead of the NFL resumption in Q3.
• Agreement signed with US news media group
Lee Enterprises to provide online sports bet -
ting and casino content.
• Group revenue down 28% as a transition be -
gins towards a more sustainable income mod -
el based on a higher ratio of bettor recruitment
under revenue share contracts.
• Launch of online sports betting affiliation in
Kentucky, with an adult population of 3.5m.
• Media partnership signed to provide sports
betting, casino gaming and fantasy sports
content to US-based sports publisher The
Sporting News.
• Sale of Catena Media’s UK and Australian
businesses marks a further concentration of
the group’s operational focus to the Americas.
• Programme initiated to reduce annual costs
by EUR 3.8-4.2m by streamlining support
functions.
• Stronger competition in North America and
the shift to revenue share push group revenue
41% lower, but growth is forecasted to resume
in second half of 2024.
• Online sports betting launches in Maine, with
an adult population of 1.1m.
• Sale of group’s Italian sports betting and
casino assets for EUR 19.8m completes the
strategic review first announced in May 2022.
• Joint venture signed with a specialist artificial
intelligence partner to develop a generative
AI application dedicated to online betting and
casino gaming affiliation.
• Work to establish a single, coherent technical
platform for the group’s affiliation activities
accelerates prior to scheduled launch in Q1
2024.
CATENA MEDIA ANNUAL REPORT 2023 4
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CATENA MEDIA ANNUAL REPORT 2023 5
Early in 2023, the launch of regulated online
sports betting in Ohio and Massachusetts further
extended our footprint in the key North American
market. By year-end our operational presence
had grown to 28 state and regional markets.
During the year we experienced growing compet -
itive pressures in North America. It is fair to say
that we could have responded faster in specific
areas, and we are looking to recover this lost
ground in 2024 with the assistance of some of
the investments being made in the business, of
which I will talk more later.
A drop in marketing spending by operators in
North America coincided with a reduction in
the cost-per-acquisition (CPA) rates paid by
operators for customer referrals. At the same
time, we initiated a strategic transition of some
contracts from CPA to revenue share to embed a
more sustainable and balanced revenue model
for the future. This shift, while impacting short-
term revenue, will help us create a more stable
and predictable income flow and thus a more
foreseeable financial model over time.
The year was also characterized by an empha -
sis on operational efficiency and profitability,
For Catena Media, 2023 was a year of transformation and strategic recalibration. We
accelerated the pivot towards a lean, agile organisation focused on leveraging our core
strengths in the stable, regulated markets of the Americas. Sales of non-core assets
allowed us to streamline the business and achieve net-debt-free status. This process
created headroom for investments into technological and data-based innovations that
will be foundational for a new phase in our history. We also continued the work of em -
bedding a more predictable revenue model geared to delivering a sustainable income
inflow for years to come and a return to growth in the second half of 2024.
particularly in our European business, in the
wake of the strategic review that began in May
2022 and which completed in the latter part of
2023. Asset sales implemented as part of the
strategic review enabled us to become net cash
positive during the second half of the year when
factoring in all projected sale proceeds, totalling
EUR 76m. The disposals of non-core businesses
streamlined the organisation and narrowed our
operational focus. They also created the scope
for us to invest in future-oriented initiatives
designed to improve our performance across the
business and drive a return to revenue growth fol -
lowing the overall weak operational performance
we delivered in 2023.
Much work remains to be done, but we ended the
year as a business that is gaining the flexibility
and agility to respond faster to changes and
opportunities in our operating environment.
Compared to 12 months ago, we have broad -
ened our focus across multiple channels, paving
the way for a more diversified operational model.
As interim CEO, I am determined to drive forward
our evolution into a multichannel business that
engages in media partnerships, paid media and
new forms of affiliation alongside our foundation -
Pierre Cadena
Interim CEO
Turning the corner
Comments from the Interim CEO
CATENA MEDIA ANNUAL REPORT 2023 5
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CATENA MEDIA ANNUAL REPORT 2023 6
Focus 2024 • Update technology by rolling out a new technical
platform with improved scalability and future artificial
intelligence (AI) integration
• Further evolve our minimum viable product (MVP)
created under a strategic joint venture to develop a
generative AI application dedicated to online sports
betting and gaming affiliation
• Maintain top rankings through products that enrich
the user experience, leveraging informative content
that creates organic growth
• Expand our reach by growing our portfolio of
partnerships with established news organisations to
increase traffic volume in current and future markets
• Accelerate the expansion into new verticals to
support business growth
CATENA MEDIA ANNUAL REPORT 2023 6
al strength in organic search. This multicentric
approach will ensure we are well positioned to
grasp the opportunities that will flow from rapid
technological developments and the emergence
of artificial intelligence (AI) – twin forces that I be -
lieve will reshape the online betting and gaming
industry.
Towards year-end, we began implementing an
expansive internal investment programme, chan -
nelling significant resources into technology and
AI. These investments are strategically aimed at
future-proofing our operations and steering the
group back to a sustainable growth path.
At the programme’s core is a new technical
platform, which launched in February 2024 and
will be fully deployed in Q2. This will be the first
time our affiliate activities have existed under a
single tech framework. The platform will enhance
our technical robustness, support the rapid
incorporation of data and product development
innovations, and facilitate the swift introduction
of new verticals. The platform is also designed to
bolster our capabilities in organic search, to im -
prove data-gathering and business intelligence,
and to deliver a whole new level of operational
scalability.
Late in the year we entered a joint venture with a
leading AI specialist to create a generative AI tool
tailored for affiliation content production. The tool
will embed artificial intelligence in our brands and
better enable us to personalise content and en -
rich the user experience. This project has yielded
a minimum viable product (MVP) that we began
integrating early in 2024 and will continue to
refine this year. As AI technology learns quickly,
we intend to make this a core tool for our teams to
help them produce more personalised content,
in larger volumes, so that we can compete in the
landscape that is going to be our new reality.
Also this year, we will expand into paid media,
a relatively new area for us that promises to
broaden our market reach and reduce our
reliance on state-specific launches, particularly
in sports betting. Furthermore, we are exploring
early partnerships aimed at developing new
affiliation revenue channels. These are expected
to materialize in the first half of 2024.
In February 2024, Michael Daly stepped down
as CEO as the board sought new leadership to
drive this new phase in our development. I look
forward to spearheading that effort until 1 July,
when we will welcome our new CEO, Manuel
Stan. As we look forward to the year ahead,
our transformation will intensify. The strategic
initiatives we have undertaken are not just about
navigating the challenges of today, but are
aimed at securing our leadership position in an
increasingly competitive and evolving industry.
We anticipate initial rollouts of these endeavours
in Q1 and Q2, leading us to turn the corner and
return to growth in the second half of the year. We
expect adjusted earnings before interest, tax,
depreciation and amortisation (EBITDA) to reach
EUR 20-30m for the full year.
In closing, I wish to express my gratitude to our
teams, whose commitment during a challenging
time of internal change has been instrumental
in navigating the challenges of the past year.
Their creativity and spirit will help us seize the
opportunities that lie ahead and continue our
progress towards becoming the data- and tech -
nology-driven leader of online sports betting and
casino affiliation in the Americas.
Pierre Cadena
Interim CEO
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CATENA MEDIA ANNUAL REPORT 2023 7
Transforming for a new era and changing market drivers
COMPLETING OUR STRATEGIC REVIEW
The completion in November 2023 of the stra -
tegic review originally announced by the board
of directors in mid-2022 marks a new phase in
our history – and our future. The strategic review
will raise around EUR 76m once all assets sold
have been fully paid. These proceeds are being
used for debt reduction, technology investments
and the implementation of a more balanced
revenue model featuring a higher mix of reve -
nue-share-based contracts and reduced depen -
dence on cost-per-acquisition (CPA) deals.
Advances in data and technology solutions are
changing the landscape for affiliate marketing
in online sports betting and casino gaming.
We intend to be at the forefront of this process
of change. Regulatory developments and
increased demand for personalised content
will raise barriers to entry and require a greater
focus on delivering value to both operators and
consumers.
• Reinforcing the core organic search business
and developing existing products
• Multiple technology investments including in
artificial intelligence (AI)
• Growing the paid media division
• Strategic media partnerships that broaden
our audience and deliver value to partners
We are strengthening the business with new prod -
uct offerings that prioritise technology, innovation
and superior user experiences. The primary initia -
tives are:
Highlights and results
of the strategic review
2022-2023
• Narrower operational focus on stable,
regulated markets, primarily in the Americas,
along with selected international niche
markets.
• Significantly lower presence in unregulated
grey markets and those with unclear regulatory
frameworks, in line with long-term strategic and
risk reduction goals. Income from regulated
markets totalled 91 percent of group revenue
in 2023.
• Sales of multiple non-core businesses, in 2023
including the UK, Australian and Italian casino
and sports businesses.
• Approximately EUR 76m will have been raised
from asset sales once these are fully paid.
• Annualised cost savings of EUR 3.8-4.2m,
fully achieved in 2024, by streamlining support
functions in European operations.
• Sale proceeds to be primarily used to
repay debt and fund tech- and data-based
investments.
• Stronger financial position permitting transition
to a more balanced revenue model with a
higher mix of revenue share-based contracts
and reduced dependence on CPA.
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CATENA MEDIA ANNUAL REPORT 2023 8
THE AMERICAS IN FOCUS
The strategic review identified the Americas and
other selected niche markets as the prime source
of superior growth opportunities that can sustain
value creation in the long-run. A process was put
in place to reorganise the group’s asset portfolio
to focus on the Americas.
When the strategic review concluded in Novem -
ber 2023, multiple non-core assets, including
most of the European sports betting and casino
portfolio, had been sold to interested parties.
Once fully paid, these transactions will gener -
ate a total of EUR 76 million in sale proceeds,
strengthening the balance sheet.
GREATER OPERATIONAL FLEXIBILITY
Today we stand strong, with a stronger financial
position that has reduced risk and created the
investment headroom to capitalize efficiently
on opportunities as and when they arise in an
increasingly fast-moving marketplace.
Proceeds from a number of asset sales will
continue to be received up until Q2 2025.
These funds will primarily be used to fund debt
In mid-2022, the board of directors announced a strategic review of the business to
identify the best ways for Catena Media to thrive over the long-term amid changing
fundamentals in the online affiliation industry. The review, which was completed in
November 2023, has transformed us into a lean, agile group ready to take on new
challenges and opportunities in our core markets.
Strategic reset delivers an agile
business positioned for growth
repayment and to support value-creating invest -
ments in tech-related initiatives. They will also fa -
cilitate our ongoing transition to a more balanced
revenue model featuring reduced dependence
on cost-per-acquisition (CPA) deals in favour of a
higher mix of revenue-share-based contracts.
COST SAVINGS AND EFFICIENCY
The streamlining of the business also generat -
ed a significantly lower cost base, especially in
Europe. This has set the scene for more efficient
cost control, allowing us to respond rapidly to
changing conditions in the business environment
without compromising our long-term profitability
and competitive position in key markets.
CORE TECHNOLOGY FOCUS
As we move forward, we are using cash from di -
vestments to reinvent our core technology focus
and strengthen our offer with new verticals that
prioritise technology, innovation and superior
user experiences. As we transition to a multi -
channel business operating media partnerships,
paid media, sub-affiliation and other verticals
alongside our core organic search business.
Some of our brands:
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CATENA MEDIA ANNUAL REPORT 2023 9
MULTICHANNEL BUSINESS MODEL
We attract large numbers of visitors to our
websites in two ways: via organic traffic achieved
using advanced knowledge of search engine
optimisation, and by pay-per-click marketing. We
refer interested users as prospects to our partner
casino and sports betting operators. When the
user deposits funds with the operator, we invoice
our share of the revenue generated.
In addition to our traditional channels, we have
expanded into media partnerships in recent
years. Media partnerships operate at a lower
margin than our traditional media affiliation
but extend our marketing reach and offer solid
potential for long-term value creation. Nurturing
and expanding mutually beneficial partnerships
with strategic media partners is a high priority for
the group.
GUARANTEEING TOP-QUALITY LEADS
Through sophisticated technical platforms, we
seek to provide partners with high-quality online
leads. The superior usability and innovative
Catena Media is an affiliate marketing specialist. We generate player leads for
operators of online casino gaming and sports betting platforms. In essence, we
operate as a market facilitator, producing content that attracts, interests and informs
bettors. This content, distributed via our broad portfolio of specialist content media
websites, engages users with offers and participation opportunities that generate
qualified leads for our partner platform operators and create value for all parties.
functions that we bring to our partnerships
ensure a high rate of lead conversions. To attract
visitors, our content teams develop unique
eye-catching content. The objective is to attract
the attention of visitors and future users, guiding
them with insightful content to make smart and
informed decisions before moving on to one of
our partners.
We create effective content based on a deep
understanding of what the player is looking for.
What constitutes relevant content ranges widely
– from offering sports fans informed background
and commentary on team lineups to comparing
online casino products and services.
Content produced by our international teams
is distributed via a diverse portfolio of Catena
Media branded websites and media platforms.
These are differentiated at market, regional and
local level to ensure we cover the widest possible
span of potential users and operators in our key
markets of North America, Latin America and
Acia-Pacific.
Driving global innovation in lead
generation
Business model
How we create value
CONSUMER OPERATORSCATENA MEDIA’S
PLATFORM
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CATENA MEDIA ANNUAL REPORT 2023 10
MATCHING OUR PARTNERS WITH LEADS
Through deep customer knowledge, advanced
technological solutions and tailored content,
Catena Media can deliver high-quality leads
to our operator partners. The goal is to convert
users that show interest in online casino gaming
and sports betting into leads or prospects for
customer operators. Our operators generally
seek long-term customers with high disposable
income. The operators we work with may be local
to a specific market, or they may be regional or
global. Each seeks a set of desired customer
traits, which we work to match. By collaborating
with Catena Media, operators can tap into their
target audience with precision.
MULTIPLE REVENUE MODELS
Catena Media deploys primarily two revenue
models: cost-per-acquisition and revenue-share
based contracts. The cost-per-acquisition model
involves an upfront payment for a successful
player referral and is currently our main income
source in North America. Under cost-per-acqui -
sition, we receive a fixed sum when a user per -
forms an action intended by the operator. Actions
may encompass activities such as accepting
an introductory offer, placing a bet or making a
financial transaction.
Catena Media offers a focused and specialised alternative to traditional media by
providing more targeted and actionable content on a multichannel platform driven
by return on investment. This creates a more personalised user experience and
represents a smarter branding choice for partners.
model is revenue share, whereby we receive
an agreed portion of the net revenue that a user
generates on a customer website post-referral.
Unlike the cost-per-acquisition model, revenue
share can deliver income into the future, depend -
ing on the player’s actions and spending.
Depending on our agreement with the operator,
we may operate a hybrid arrangement containing
a mix of revenue share and cost-per-acquisition.
We also have fixed revenue deals and subscrip -
tion revenue deals, which are usually event-driv -
en one-time arrangements under which we act
more as an outside marketing agency for the
operator.
TOWARDS A MORE BALANCED MIX
In recent quarters, a transition towards a more
balanced mix of revenue models has been
initiated. More and more operators are signing
revenue-share contracts, which will lead to
greater long-term value over time. Although the
transition will have a short-term revenue impact,
it ensures a more sustainable revenue inflow
through greater stability of payments. This facili -
tates the planning of investments in the organ -
isation and growth-enhancing projects, which
reduces revenue volatility.
Diversified revenue streams from
different channels
FIXED FEES
Fixed upfront fee for specific
marketing exposure on one of
Catena Media’s websites.
COST PER ACQUISITION (CPA)
Upfront fee from the operator for
each new user forwarded from
Catena Media.
REVENUE SHARE
Portion of the revenue the user
generates for the operator over
time.
Our revenue
streams
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CATENA MEDIA ANNUAL REPORT 2023 11
ATTRACTIVE, REGULATED AND STABLE
MARKETS
Stable, regulated markets present the ideal context for sustain -
able growth, giving greater predictability that allows for efficient
responses to emergent market needs and opportunities. In combi -
nation with strong underlying demand, such markets offer the best
conditions for sustained value creation over time. Our prime focus
is on the Americas, complemented by a presence in other selected
niche markets where we see opportunities for profitable growth and
expansion.
INTEGRITY
We do the right thing in the right way in
all situations.
DIVERSITY
We act as one united company while
embracing our global diversity.
ACCOUNTABILITY
We take ownership and responsibility.
EXPERTISE
We have the skills and knowledge to
achieve all our goals.
INNOVATION
We turn creative ideas into valuable
realities.
DRIVING TECHNOLOGICAL INNOVATION
Superior user experiences made possible by advanced technology
and innovative solutions hold the key to our long-term growth. By
leveraging data-driven technology, we tailor our offer to meet the
evolving needs of our end-user audiences and communities. This
requires significant investments in both platforms and skill devel -
opment, and remains a core priority going forward. By fostering a
culture of continuous innovation, we drive a business that leads by
example and sets new standards for how affiliate marketing creates
value.
A FLEXIBLE AND AGILE BUSINESS
Affiliate marketing for online sports betting and casino gaming is
evolving rapidly. Maintaining edge in this dynamic environment
calls for a flexible organisational structure that can adapt and seize
opportunities as they are created. With a right-sized balance sheet
following the completion of the strategic review, Catena Media has
a solid platform from which to focus on the most profitable and
promising openings as and when they evolve. Our lean and coher -
ent organisational structure mitigates business risk and gives the
flexibility we need in our fast-paced market.
Catena Media seeks to be the data- and technology-driven leader in online affiliate mar-
keting for sports betting and casino gaming in the Americas and selected niche markets.
Achieving this vision involves developing and implementing sophisticated technological
solutions that keep us one step ahead in a dynamic and complex operating environment.
Our strategy, newly clarified and redefined following the strategic review of 2022-2023,
rests on three pillars that together give us operating stability combined with the agility
and creativity to respond fast to change and cement our market-leading positions.
Delivering a superior user
experience through tech
and data excellence
Our strategy
CATENA MEDIA ANNUAL REPORT 2023 11
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CATENA MEDIA ANNUAL REPORT 2023 12
Taking the initiative in tech
Interview with Edward Midolo,
Vice President Technology
How important is technology in our indus -
try today and to Catena Media – and how
are we raising the bar?
Technology has always been fundamental,
but in the last nine months or so we have
transformed the way we see and deploy
it. We are redefining our tech capabilities
to become the frontrunner in data- and tech-
based affiliation in our core markets. This
involves establishing tech as the corner -
stone of everything we do. It’s a big mindset
change and very exciting for everyone
involved.
What measures are we taking to achieve
this?
We’re working on multiple fronts, but one
core initiative is to implement a single tech
platform for all our brands. The platform,
which will roll out in the first half of 2024,
will transform how we manage and develop
our brands. Ultimately, it will give us the
tools and scalability to customise and tailor
our products to provide personalised user
journeys. We believe this will drive true
value, both for our users and for our operator
customers.
In what ways will the new platform and as -
sociated changes generate value?
Providing tailored, more personalised
information to users builds brand reputation
and loyalty. Over time, we will see a shift to
people visiting our brands directly instead
of finding us via web searches, as they often
do today. This will lead to more unique visits,
higher conversion rates and a superior user
experience. It will also mitigate our depen -
dence on web search.
How exactly will we be able to personalise
content – can you give an example?
Sure. Consider what happens when a user
clicks on our sites. In the past, we didn’t
know much about that user and therefore
could not personalise content for them to
any meaningful degree. Our new advanced
data analytics capability will give us a wealth
of data intelligence that we can use to create
formats that suit the individual and his or her
preferences. Ultimately, this will improve
conversion rates and drive the business
forward. Think of it as the difference be -
tween traditional TV, which just broadcasts
programmes to any viewer, or Netflix, which
knows if you like action movies or romantic
comedies and can offer you content based
on your specific likes and preferences.
We are also developing an artificial intel -
ligence application. What can you tell us
about that?
AI will be transformational for Catena Media.
It offers tremendous opportunities to auto -
mate a ton of internal processes, and we are
already beginning to use it for that purpose.
Even more excitingly, it will help us generate
high-quality, personalised content that adds
value for our users. Working with a strategic
partner, we have built an AI model dedicated
to online sports betting and affiliation. Cur -
rently, we are in the early phase of introduc -
ing and refining it. But our experiences so far
are extremely encouraging, especially with
regard to the very high quality content we
believe our model will be able to generate.
Catena Media is implementing a cluster of connected initiatives designed to
make us a frontrunner in AI and data-based affiliation in our core markets.
Edward Midolo, VP Technology, explains how the transformation is going and
how it will drive long-term business value.
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CATENA MEDIA ANNUAL REPORT 2023 13
TECH-DRIVEN INITIATIVES
Catena Media integrates technology to the core
of our business. With the help of data-driven
technology, we will advance the development of
products that cater to the complex and changing
needs of our end-users.
With the successful roll-out of a single and
coherent tech infrastructure in Q1 2024, the
robustness of our platforms improved, while
allowing for substantial scalability of continuous
efforts to grow our offering. This is instrumental in
building an organisation adapted to fast rollouts
of up-and-coming initiatives that range from AI to
sub-affiliation.
PIONEERING ARTIFICIAL INTELLIGENCE
At Catena Media, we believe that AI constitutes a
force that will empower our teams, and that, cou -
pled with their knowledge, can help create more
attractive content further driving our growth.
During Q4 2023, the first steps to introducing
artificial intelligence into the organisation were
taken. Together with a specialist AI partner,
Catena Media established a joint venture to build
a large language model (LLM) tailored for content
affiliation. The rapid pace of development in the
field allows for many opportunities and this initia -
tive is one of many to come. With the realisation
Guided by our new strategic direction, we are reinventing our tech focus to sharpen our
edge as a media affiliation leader. A variety of tech-based initiatives and the develop -
ment of new revenue channels are gearing the group for renewed growth in our core
markets.
of a minimum viable product only months after
the agreement was settled, this approach pro -
vides a promising form of development that can
be implemented in similar projects.
MULTICENTRIC ORGANISATION
The strategic review has allowed us to diversify
the channels in which we want to specialise going
forward. We are transitioning into a multichan -
nel business with a more diverse offering to sit
alongside our core expertise in organic search.
We firmly believe this new multicentric structure
and our core focus on regulated markets in the
Americas will deliver sustainable revenue growth
over time.
New strategic initiatives for deeper
expertise and a broader offer
CATENA MEDIA ANNUAL REPORT 2023 13
We are currently implementing a wide-ranging internal investment
programme – including large investments in both tech and AI – to
fast-track our ambition to be the data- and technology-driven
leader of online affiliate marketing in the sports betting and casino
gaming space.
Pierre Cadena , Interim CEO
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CATENA MEDIA ANNUAL REPORT 2023 14
Catena Media is a leading affiliate in casino and sports betting in North America, Asia-Pacific and
selected regional markets. We are expanding fast, particularly in the United States and Canada
as new states legalise online sports betting and casino gaming.
Our market – North America in focus
The charts above display the current percentages of the adult population 1 in North
America with access to legalised online sports betting or casino. These figures
highlight the substantial untapped potential in the market, as many states have yet
to legalise these activities, indicating significant long-term growth opportunities.
Yet to regulate Yet to regulate
Casino Sports
1 Total adult population based on management’s assessment. For Canada, only Ontario.
2 North Carolina launched online sports betting in March 2024.
NEW NORTH AMERICAN STATE OPENINGS 2023
OUR GROWING FOOTPRINT IN NORTH AMERICA 1
MARKET PENETRATION 1
State Adult population Launch date
Ohio 9.2 m Q1
Massachusetts 5.7 m Q1
Kentucky 3.5 m Q4
Maine 1.1 m Q4
16%
84% 50%
CT
NH
NJ
MD
AZ
NV OH
TN
VAWV
PA
MIWY
CO
IA
IL IN
NY
LA
• Ontario (Canada)
OR
RH
MA
KS
ME
NE
Online sports betting
Online casino and sports betting
Legalised, not yet operational
Legalised, single provider monopoly, no affiliation
NC2
KY
VT
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
50%
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CATENA MEDIA ANNUAL REPORT 2023 15
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
NORTH AMERICA
North America is Catena Media’s largest market,
accounting for 87 percent of group revenue in
2023. During the year, group revenue in North
America decreased by 21 percent to EUR 67.1m
(84.5).
This decline was due to multiple factors,
including lower marketing spending by online
sportsbook and casino operators and our
strategic transition to a more balanced reve -
nue model, with a higher mix of revenue-share
contracts than in the past. It also reflected an
increase in competition from both traditional and
non-traditional affiliates. Towards year-end the
group launched a multifaceted programme of
initiatives to confront competition and restore
the business to a growth path. These measures
are projected to lead to renewed revenue growth
in the second half of 2024.
Despite a relative lull in the launch calendar
due to the approach of the 2024 US general
election, four US states – Ohio, Massachusetts,
Kentucky and Maine – legalised sports betting
during the year. Over 28 US states plus the
District of Columbia now allow regulated online
sportsbooks. Several have also regulated casino
gaming. In addition, the Canadian province of
Ontario has legalised both online sports betting
and casino gaming.
Our largest state markets by revenue today are
Michigan, New Jersey and Pennsylvania. We
provide content for sports bettors and casino
and poker players in each of these. The three
most populous US states – California, Texas
and Florida – have yet to approve online sports
betting or casino gaming.
Alongside state launches, Catena Media seeks to
drive organic revenue growth in established states
and provinces. We leverage our market- leading
expertise in search engine optimisation to ensure
we remain the go-to affiliate for would-be players
interested in online sports book or casino.
Partnerships with established media groups are
a way to spur revenue growth and reach parts of
the market that can complement our traditional
affiliation. In 2023 we built further on our media
collaboration with NJ.com. We also signed media
partnerships with US news media group Lee
Enterprises to provide online sports betting and
casino content, and with US-based sports pub -
lisher The Sporting News to provide sports bet-
ting, casino gaming and fantasy sports content.
ASIA-PACIFIC
Our two Japanese brands, CasinoOnline.jp and
Slotsia, experienced different trajectories in
2023. At CasinoOnline, we conducted a com -
prehensive technical rebuild and diversification
process that involved a full migration from the
previous website.
These measures, intended to deliver upgraded
functionality and an enhanced user experi -
ence, naturally caused some disruption to the
organisation and brand operations. They played
a major role in the lower revenue and decrease
in new depositing customers that we saw at Ca -
sinoOnline during the year. We expect improve -
ments once the upgrade gains full traction in the
first half of 2024.
By contrast, Slotsia recorded strong growth in
2023, its acceleration confirming the ongoing
appetite for casino gaming among Japanese
1 Source: Eilers & Krejcik Gaming Estimates, January 2023. Projections in 2023 USD.
PROJECTED US ONLINE GROSS
GAMING REVENUE 2023-2027 1
Online casino and poker Online sports
5-YEAR CAGR CASINO 19% SPORTS 16%
2023 2024 2025 2026 2027
$8.6 bn
$6.3 bn $7.0 bn $8.8 bn $11.1 bn $12.9 bn
$14.2 bn
$12.4 bn
$11.2 bn
$10.0 bn
5-Year CAGR: 17%
consumers. Underlying player interest in the
market remains robust and we are confident
that the fundamentals are in place to expand
the Japanese business in 2024. Casino gaming
is the primary focus, but we are also building a
presence in esports, a dynamic market segment
with high potential.
LATIN AMERICA
Latin America is a region of considerable long-
term potential. Processes to legalise online
sports betting and casino gaming are ongoing
in a number of countries. These include the big -
gest market, Brazil, where the formal launch of
legal sports betting came a step closer in 2023.
During the year we continued to expand our foot-
print in regulating markets like Brazil as well as in
already-regulated markets including Colombia and
Argentina. User traffic in Latin America is growing
fast, as is revenue – albeit from a low base.
In 2023 we saw some of our smaller projects
grow in visibility and traffic in Argentina and Mex -
ico, in particular, thanks to strategic optimisation
and the implementation of high-value content.
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CATENA MEDIA ANNUAL REPORT 2023 16
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
Growth around the corner
BRANDS AND TECH
The group enters 2024 as a more focused,
streamlined entity with the agility and flexibility to
operate coherently across a smaller number of
core markets. Several key brands will be upgrad -
ed in 2024. The introduction of a new technical
platform early in 2024 will be the first time Catena
Media addresses affiliation activities through a
single tech infrastructure.
AI
In late 2023 we entered a joint venture with a
major AI industry partner to develop a generative
AI capability for online sports betting and casino
affiliation. In early 2024 we implemented a mini -
mum viable product and will develop this further
during the year. AI holds enormous promise
for Catena Media in content creation and user
personalisation.
REVENUE MODEL
The group is transitioning to a more balanced
revenue model featuring a higher mix of
revenue-share-based contracts and reduced
dependence on cost-per-acquisition (CPA)
deals. This rebalancing will bring greater stability
and sustainability to revenue inflow over time,
although there is always a short-term effect on
upfront income when foregoing CPA in favour of
revenue share.
With the conclusion of the strategic
review, Catena Media is beginning a
new chapter.
CATENA MEDIA ANNUAL REPORT 2023 16
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CATENA MEDIA ANNUAL REPORT 2023 17
Trends powering our industry
REGULATION
We believe that nationally regulated markets
offer the foreseeability and predictability we need
to ensure sustainable revenue growth over the
long term. In the last two or so years we have
pivoted operations to concentrate our focus on
regulated markets, particularly in North America
and selected regulated or regulating countries
in Latin America, including Brazil, Mexico,
Argentina and Colombia. This realignment saw
us divest a number of grey-market assets during
the strategic review in 2022-2023. Regulated
markets accounted for more than 90 percent of
group revenue in 2023.
A number of market trends impact Catena Media as an affiliate marketing partner in
the online casino gaming and sports betting space. Today, three priority areas stand
out when it comes to organising our business activities and responding operational -
ly to changes around us: regulation, competition and technology.
COMPETITION
Catena Media is a longstanding leader in online
sports betting and casino gaming affiliation in
our core markets. This is especially true in North
America, where we were an early front-runner
and an organic search pioneer dating back to
when the first US states moved to legalise online
betting and casino. Competitors typically target
the leader in any market, and this is the case for
us in North America, where in 2023 we experi -
enced stiff competition from existing competitors
as well as new affiliate entrants and non-tradi -
tional affiliates. In the second half of 2023 we
responded to this competition to minimise the
impact on market share. We believe advance -
ments in technology will raise future barriers to
entry in our industry. With our core competencies
in organic search and our rollouts of AI and tech -
nological enhancements, planned for 2024, we
believe we are well equipped to thrive in the new
competitive landscape.
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CATENA MEDIA ANNUAL REPORT 2023 18
The emergence of artificial
intelligence (AI) is poised to
reshape the media industry.
For the online sports betting
and casino gaming sector, the
changes will be huge, as will
the opportunities to expand,
enhance and personalise
content, thereby improving the
user experience.
Catena Media is investing into
AI to fast-track our ambition to
be the data- and technology-
driven leader of online affiliate
marketing in sports betting and
casino gaming. Rollout began
in Q1 2024 of an AI minimum
viable product that we will
refine further during the year.
The battle to attract the
attention of users and convert
them into revenue sources
is hardening. Differentiated
content that stands out from
the crowd is paramount as
competition intensifies.
Catena Media is investing
significantly in technology
advancements in areas such
as search engine optimisation
and also in expanding and
improving the content offerings
and functionalities of its core
brands across all markets.
One of the strongest market
drivers is the extremely rapid
growth of online casino and
sports betting in the US. This
growth has been propelled
since 2020 by multiple states
opening their markets to
licensed online operators.
In 2023, we launched online
sports betting in Ohio,
Massachusetts, Kentucky
and Maine, bringing our
affiliate marketing model to a
combined adult population of
19.5 million. We are preparing
for further state launches, led
by North Carolina in the early
part of 2024.
Government regulation of
online casino and sports
betting is a worldwide and
increasing trend. Tighter
regulation increases market
certainty and raises barriers to
entry for potential competitors,
to the benefit of established
providers like Catena Media.
Catena Media strongly
believes that regulated
markets offer the best potential
for sustainable long-term
growth, and we welcome
ongoing regulation processes,
especially in the Americas. We
work only with fully compliant
operators in regulated
markets.
Soaring interest in online
casino and sports betting has
come partly at the expense
of land-based casinos.
Online casinos offer more
convenience and privacy than
brick-and-mortar alternatives
and can also host a wider
variety of games.
As an online affiliate, Catena
Media is insulated from the
shift from physical casino
and sports betting to online
environments and remains
well placed to benefit from the
growth in web-based sports
betting and casino.
People increasingly use
smartphones and other
portable devices alongside
desktop computers for online
betting and gaming. This
opens the way for affiliates and
operators to offer more tailored
and differentiated mobile
experiences and to reach users
in novel ways.
Products and solutions are
built on the latest technology
platforms to maximise the
experience for mobile users.
We continuously monitor
tech trends and adopt new
innovations to ensure we
continue to offer optimised user
interactions.
Trends and how we respond
HARNESSING THE
POTENTIAL OF AI
STRICTER LICENSING
AND REGULATORY
REQUIREMENTS
GROWING IMPORTANCE
OF DIFFERENTIATED
CONTENT
FASTER SHIFT FROM
PHYSICAL TO ONLINE
FAST DEVELOPMENT OF
THE US MARKET
ACCELERATION OF
MOBILE-FIRST
IMPLICATIONS FOR CATENA MEDIA
HOW WE ACT
CATENA MEDIA ANNUAL REPORT 2023 18
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CATENA MEDIA ANNUAL REPORT 2023 19
Catena Media conducts business activities in two operating segments: Casino and
Sports. Our role as an affiliate involves connecting and recruiting potential users as
leads or prospects for the operators of online sports betting and casino gaming.
Our segments
CASINO
Provide attractive and informed
content, insight and offers that
connects people interested in slots,
poker, blackjack and other casino
games with selected platform
operators.
SPORTS
Publish targeted content on sports
teams, individuals and fixtures to inform
sports, fantasy sports and esports
betting fans and help them choose the
right offers from online operators.
* Catena Media divested its former financial trading segment in January 2023.
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CATENA MEDIA ANNUAL REPORT 2023 20
MEDIA PARTNERSHIPS IN THE SPOTLIGHT
Revenue in the Casino segment decreased by
19 percent in 2023 to 41.2m (51.2). Adjusted
EBITDA was 23 percent lower at EUR 20.5m
(26.5), while new depositing customers totalled
76,893 (99,541).
The year began with an uplift from the media
content partnership signed with the NJ.com
news and information website in August 2022.
Improved organic search positioning also
boosted traffic on the group’s key casino brands,
including the PlayNJ.com website.
In March, a second large national media part -
nership was signed with Lee Enterprises, which
operates 77 brands in 26 US states.
STRONGER NORTH AMERICAN
COMPETITION
Increased competition led to a contraction in
casino revenue in the second quarter, notwith -
standing higher player inflow in New Jersey
thanks to organic improvements and media
partnerships. In Japan, a technical upgrade was
STREAMLINING FOR GROWTH
Revenue in the Sports segment decreased by
25 percent in 2023 to 35.5m (47.4) and adjusted
EBITDA was 77 percent lower at EUR 4.9m (2.9).
New depositing customers totalled 107 ,364
(129,060).
OHIO AND MASSACHUSETTS LAUNCHES
The year got off to a strong start with the launch
of regulated online sports betting in Ohio and
Massachusetts in the first quarter. Both states
generated solid player revenue and were sup -
ported by favourable organic search perfor -
mance in more mature states such as Pennsylva -
nia and New Jersey.
STIFFER COMPETITION IN KEY MARKETS
A decline in revenue was seen in Q2, traditionally
the weakest period of the year due to the sea -
sonal interlude in North American major-league
sports calendars. The first effects were felt of
lower marketing spend by North American opera -
tors and stiffer competition in organic search –
two themes that would persist until year-end.
initiated at CasinoOnline.jp, while the growth of
the Slotsia brand underlined the market’s strong
long-term prospects.
A decline in social and sweeps casino revenue
fuelled a wider revenue decline in Q3, although
in New Jersey, the largest regulated casino state
market, the NJ.com partnership was growth-pos -
itive. Cost-per-acquisition (CPA) rates also rose
in this mature market, underlining the strong
player value delivered to operators despite
increasing competition.
BRAND DEVELOPMENT AND UPGRADES
Towards year-end, a higher mix of revenue-share
deals and stronger competition in organic search
dampened revenue in North American casino.
Several initiatives took shape to implement sig -
nificant technical improvements at key regional
brands and to deliver more lifetime value to part -
ners and an enhanced user experience through
improved brand function, positioning and impact.
This work is expected to be revenue-enhancing
from the second half of 2024. In parallel, moves
began to expand casino content across partner -
ships with media organisations.
SHIFT TO REVENUE SHARE BEGINS
A strategic shift from some cost-per-acquisition
(CPA) contracts to a revenue share model de -
livered lower revenues during the second half of
the year. Revenue share deals deliver recurring
revenue over time but result in lower upfront
payments than CPA arrangements. Simultane -
ously, operators scaled back the CPA rates paid
to affiliates amid downward pressure on budgets
due to a slower pace of new state launches in
2023 compared to prior years.
TWO NEW STATES – KENTUCKY AND MAINE
The legalisation of sports betting in Kentucky
and Maine delivered a modest boost as the group
invested to broaden media partner collabora -
tions and gear for expansion in paid media, a new
vertical that will become more significant in 2024.
Esports revenue continued to surge as the main
brand, Esports.net, expanded its organic reach
and strengthened its authority as a favoured
choice for esports players.
Casino Sports
* All numbers and growth percentages shown refer to continuing operations, see page 3 for more information.
Casino Jan-Dec 2023 Jan-Dec 2022 Change
Revenue (EUR ’000) 41,234 51,222 -19%
Adjusted EBITDA (EUR ’000) 20,514 26,526 -23%
Adjusted EBITDA margin (%) 50 52 -2pp
New depositing customers 76,893 99,541 -23%
Sports Jan-Dec 2023 Jan-Dec 2022 Change
Revenue (EUR ’000) 35,514 47 ,388 -25%
Adjusted EBITDA (EUR ’000) 4,933 21,856 -77%
Adjusted EBITDA margin (%) 14 46 -32pp
New depositing customers 107 ,364 129,060 -17%
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CATENA MEDIA ANNUAL REPORT 2023 21
New intake at Catena Academy Formation of the Responsible
Gambling Affiliate Association (RGAA)
CSRD Mental Health Awareness Month
Catena Academy, our proprietary leadership de -
velopment programme, continued in 2023. Cat -
ena Academy fosters team members’ expertise
with the goal of retaining and upskilling internal
talent to support the business. Over six months,
a cohort of employees participates in a series
of workshops, mentoring sessions and coach -
ing opportunities to enhance their leadership
abilities. The programme represents a significant
investment in team development and underlines
our commitment to promoting a culture of contin -
uous learning and growth. In 2023, 10 employees
completed the training.
In anticipation of the the European Union’s
forthcoming Corporate Sustainability Reporting
Directive (CSRD), Catena Media has started pre -
paring to meet the higher standards of sustain -
ability reporting. We initiated a double materiality
analysis at the end of 2023 to identify our ma -
terial topics accoding to the new requirements.
This undertaking will ensure that our reporting
framework will meet the new requirements and
also assesses the impact of our operations on
sustainability topics and how surroundings affect
our business and what financial risks or opportu -
nities this might entail.
In a pioneering move to uphold responsible gam -
bling practices, Catena Media joined industry
peers in launching the Responsible Gambling Af -
filiate Association (RGAA) on 8 November 2023.
The RGAA aims to be a beacon for responsible
advertising and consumer protection within the
gambling affiliate sector. This coalition aims to
foster responsible gambling marketing, advocate
for sensible regulation, and safeguard consumer
interests, establishing a balanced environment
for gambling affiliates to effectively contribute to
the market. The initiative underscores our col -
lective commitment to promoting safe gambling
experiences and elevating standards across the
affiliate marketing industry.
We empowered our employees throughout May
2023 for Mental Health Awareness Month to take
steps toward prioritising their well-being (body,
mind, and spirit). This was achieved through an
internal “Step Into Spring” Challenge in which the
team “walked” across the globe. As a company,
we walked 42,724,521 steps throughout the
month of May.
During May, we also held a series of mental
health training events to help normalise and
discuss stress and how we manage it. The ses -
sions were hosted by a professional third party
and reinforced our commitment to health and
wellbeing.
Highlights 2023
CATENA MEDIA ANNUAL REPORT 2023 21
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CATENA MEDIA ANNUAL REPORT 2023 22
A good corporate citizen
We believe all companies share an obligation to conduct themselves as good corporate citizens. For Catena Media, this
involves going beyond ensuring the sustainability of our own business model. It also means addressing the wider operating
environment – the sector we operate in, our key stakeholders such as our employees, and the natural environment and its reso -
urces.
FOCUS ON SOCIAL RESPONSIBILITY AND
GOVERNANCE
As a purely online business, Catena Media has
a relatively small, albeit not negligible, impact on
the natural environment. We believe we can best
contribute to a sustainable future by focusing
on good corporate citizenship in the fields of
governance and social responsibility. These
areas have therefore commanded our attention
in recent years, and we have connected them to
the UN Global Compact 10 principles and the UN
Sustainable Development Goals (SDGs). This
approach forms the basis for our sustainability
reporting, as shown in this report.
UN GLOBAL COMPACT AND THE SDGS
The UN Global Compact forms the core of our
sustainability framework alongside selected UN
Sustainable Development Goals. Catena Media
officially joined the Global Compact in early
2022. For a number of years our code of conduct,
which all employees are required to uphold, has
applied the Global Compact’s 10 principles in the
areas of human rights, labour, environment, and
anti-corruption.
We believe these universal principles represent
fundamental values on which every business
should base its strategies and operations. Joining
the Global Compact underlines our commitment
to those principles and values, and underscores
our ambition to show and report on progress
across our sustainability-related engagements.
Further elements in our sustainability gover -
nance framework are the Nasdaq ESG Guide
and the Maltese Companies Act’s provisions
relating to the EU Directive 2014/95/EU on
Non-Financial Reporting (NFRD).
SUSTAINABILITY COUNCIL
During the year our Sustainability Council, a
joint body comprising members of the board and
management that we founded at the end of 2021,
continued its work. The council is our central gov -
erning body for sustainability, linking the board of
directors – which approves all company policies,
the group’s code of conduct and the overall
corporate strategy, including sustainability – with
executive management, which implements all
strategies.
The Sustainability Council develops and follows
up on the sustainability strategy and its focus ar -
eas and targets. It also updates the board every
quarter on progress and strategy implementation
relating to environment, social responsibility and
corporate governance. The council members
consist of two directors, the CEO, CFO and Chief
Human Resources Officer. The council’s chair
is the CFO, who is also responsible for group
sustainability reporting.
ABOUT THIS REPORT
In the 2023 report we continue to report on a
range of sustainability metrics. We are not yet
legally obliged to do so under the terms of EU’s
Corporate Sustainability Reporting Directive
(CSRD) but preperations are currently under way
to meet the requirements of the upcoming direc -
tive. Our disclosures should be seen as a starting
point towards beginning to measure our impacts.
We still have much work to do, especially with
regard to environmental impact reporting.
The report starts with an update on the gov -
ernance and overall reporting framework that
underpins our sustainability efforts. It also de -
scribes the group’s strategy, based on our three
focus areas – responsible business, responsible
employer, and environmental responsibility – and
how these relate to our reporting framework, the
UN Global Compact and the UN Sustainable
Development Goals. The report summarises
each focus area, describing key developments
and achievements in 2023.
Board of directors
approves code of conduct,
policies, sustainability strategy
Quarterly updates about ESG
matters, our sustainability work and
progress according to the strategy
Regular updates on sustainability
work and progress during bi-weekly
management meetings
Sustainability Council
develops and follows up on the
sustainability strategy and its
focus areas and targets
Executive management
inputs to and implements the
sustainability strategy
SUSTAINABILITY GOVERNANCE
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CATENA MEDIA ANNUAL REPORT 2023 23
Materiality assessment
In 2023, we began the process of conducting a double materiality assessment,
which is a requirement of the Corporate Sustainability Reporting Directive (CSRD).
The assessment will cover a range of stakeholders, including employees, NGOs,
senior management, investors and non-executive directors, and prepare Catena
Media for the future of sustainability reporting.
IDENTIFYING KEY MATERIAL TOPICS
The starting point for the existing assessment
was to identify potential material topics for
Catena Media. To understand the organisation’s
context, we considered our activities, busi -
ness relationships, sustainability context, and
stakeholders. We also reached out to selected
stakeholders to hear their views on our mate -
rial topics and potential impacts. An employee
survey was sent out to all employees. Feedback
from investors allowed us to understand their
requirements and expectations in the coming
years. Interviews with non-executive directors
and top management delivered valuable input on
their perspectives.
OUR KEY MATERIAL TOPICS
After the assessment, internal discussions were
conducted to determine what material topics
would lay the foundation for our sustainability work
and reporting. Based on the existing materiality
assessment, we identified several material areas
valuable to our stakeholders. The material are:
• Anti-corruption and anti-money laundering
• Diversity, equality and inclusion in the workplace
• Attracting, developing, rewarding and
retaining employees
• Customer responsibility, especially
ethical marketing
• Safe storage and transparent management of
customer data
PREPARATIONS FOR CSRD AND DOUBLE
MATERIALITY
Following last year’s materiality assessment,
we began the process of conducting a double
materiality analysis at the end of 2023. This
process will involve more stakeholders, including
operators, end-customers and non-governmen -
tal organisations. The difference compared to
the single materiality analysis approach is that
the former includes only one perspective, which
is the impact. A double materiality analysis takes
account of both the organisation’s impact on the
planet and society (inside-out perspective), and
the planet’s and society’s potential financial im -
pact on the organisation (outside-in perspective).
This more nuanced method will provide a
comprehensive understanding of the impacts,
risks and opportunities associated with Catena
Media’s sustainability profile and engagement.
• Impact materiality: this aspect covers how
Catena Media’s activities factually and theo -
retically affect the environment and society.
It is an “inside-out” perspective in which our
actions and decisions are scrutinised for their
impact on the environment and society.
• Financial materiality: here the analysis focus -
es on how external sustainability factors can
affect the company’s financial performance. It
is, in contrast to the material impact, an “out -
side-in” perspective in which external chang -
es and trends are analysed to understand their
potential impact on Catena Media.
CATENA MEDIA ANNUAL REPORT 2023 23
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CATENA MEDIA ANNUAL REPORT 2023 24CATENA MEDIA ANNUAL REPORT 2023 24
Our sustainability
strategy
RESPONSIBLE BUSINESS
– A POSITIVE ROLE IN SOCIETY
Being a responsible business is at the core of
who we are as a company. We are committed
to playing a positive role in society by delivering
value to our customers and employees through
our services and job opportunities. Our aim is to
establish industry-leading standards through the
implementation of robust policies against bribery
and corruption, and through other applicable
policies. We strive to maintain strong corporate
governance through a diverse and active board of
directors.
RESPONSIBLE EMPLOYER
– AN ATTRACTIVE PLACE TO WORK
Creating a supportive, healthy and diverse work
environment that enhances employee perfor -
mance is crucial to our success. Our people are
integral, and we strive to attract and retain talent
through a company culture built on trust, trans -
parency and a commitment to respect, diversity
and equal opportunity. This culture fosters inno -
vation, strong customer relationships, and the de -
velopment of innovative products and services.
Our organisation is people-focused and actively
promotes work-life balance for all employees.
ENVIRONMENTAL RESPONSIBILITY
– MINIMISING OUR IMPACTS
Our remote-first and hybrid working model results
in a relatively small environmental footprint. Even
so, we are committed to reducing our environ -
mental impact on an ongoing basis. We aim to
achieve this by offsetting our greenhouse gas
emissions and considering environmental foot -
print in our decision-making processes.
Labour standards:
#3. Uphold the freedom of association and the
effective recognition of the right to collective
bargaining
#4. Elimination of all forms of forced and
compulsory labour
#5. Abolition of child labour
#6. Elimination of discrimination in respect of
employment and occupation
Human rights:
#1. Support and respect internationally
proclaimed human rights
#2. No complicity in human rights abuses
Anti-corruption:
#10. Work against corruption in all its forms,
including extortion and bribery
Environment:
#7. Support a precautionary approach to
environmental challenges
#8. Undertake initiatives to promote greater
environmental responsibility
#9. Encourage the development and diffusion
of environmentally friendly technologies
#3 Good health and well-being: 3.4
#4 Quality education: 4.4
#5 Gender equality: 5.5
#8 Decent work and economic growth: 8.5, 8.8
#5 Gender equality: 5.5
#12 Responsible consumption and production: 12.6
#16 Peace and justice, strong institutions: 16:5
#13 Climate action 13.2
Number of full-time employees (FTEs)
Gender diversity
Gender pay ratio
Employee turnover
Sickness absence
Gender diversity
Board meeting attendance
Board independence
CEO pay ratio
Greenhouse gas emissions
Offset emissions
Development and growth
Diversity and equal opportunities
Health and well-being
Social engagement
Business ethics and anti-corruption
Data protection and privacy
Customer responsibility
Board diversity and attendance
Responsible travel
Emissions
UN GLOBAL COMPACT
UN SUSTAINABLE DEVELOPMENT GOALS
KEY METRICS
KEY ISSUES
RESPONSIBLE BUSINESS RESPONSIBLE EMPLOYER ENVIRONMENTAL RESPONSIBILITY
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CATENA MEDIA ANNUAL REPORT 2023 25
A responsible business
We strive to embody the change we want to see in the world. To achieve this goal, we are dedicated to being a caring employer, a
trusted partner and a responsible company. We aim to set the benchmark standard in our industry via strong anti-bribery,
anti-corruption and similar policies while maintaining robust governance through an active and diverse board of directors.
WE STAND FOR BUSINESS ETHICS AND
ZERO CORRUPTION
At Catena Media we understand the significance
of maintaining strong corporate ethics and
anti-corruption practices. These measures not
only benefit the business but also promote a sus -
tainable and equitable business environment.
We implement an all-inclusive code of conduct
that defines our values and establishes ex -
pectations for all employees, associates and
stakeholders. The code is reviewed annually and
adjusted as necessary to ensure its relevance
and efficacy. The code of conduct is publicly
available on our website.
We also have an anti-corruption policy that aims
to combat any non-compliant practices within
the company or among our partners. The policy
includes steps such as vetting associates, mon -
itoring transactions, and reporting and investi -
gating any alleged violations. The anti-corruption
policy follows global standards and regulations
such as the Foreign Corrupt Practices Act and
the UK Bribery Act.
Furthermore, we operate a reporting mecha -
nism for whistleblowers. This platform allows
employees, partners and other stakeholders to
report anonymously, and without fear of reprisal,
any suspected violations of the code of conduct
or anti-corruption policy. The compliance team
promptly and thoroughly investigates the reports,
and appropriate action is taken as necessary.
DATA PROTECTION AND PRIVACY
Catena Media recognises the importance of
handling personal data securely and with care in
accordance with data protection laws. We pro -
mote a culture of privacy and integrity to ensure
that all employees, from senior managers to new
colleagues, understand how to treat personal
data responsibly and keep it safe.
To support this, we have implemented a range of
policies and procedures, such as our data protec -
tion policy, information security policy, and privacy
by design and default procedure. We regularly re -
view these policies to ensure they are up-to-date
and aligned with best practices. Our employees
are required to read, understand and adhere to
these policies as part of their job responsibilities.
New employees receive instruction in our privacy
policies, procedures and guidelines during
their induction week, and all employees receive
regular mandatory training on privacy and their
responsibilities when handling personal data. We
also undertake routine security awareness train -
ing with an emphasis on social engineering.
To supplement our policies and training, we
implement technical measures designed to
maximise data protection. For example, we have
an internal information security team, a robust
incident management process and vulnerability
remediation processes. We also apply security
controls to identify, capture and block unwanted
or malicious requests and emails.
At all times we aspire to be transparent with cus -
tomers about what information we collect, how we
use it, who we share it with and how we safeguard
it. We also inform customers about their personal
data rights. Our data protection officer acts as the
main contact point for data subjects with regard
to all issues related to personal data rights and
processing.
Key issues
• Business ethics and anti-corruption
• Data protection and privacy
• Customer responsibility
• Board diversity
We are committed to promoting re -
sponsibility and compliance across
our operations. To support this goal,
we apply a code of conduct that out -
lines our values and expectations for
all employees.
The code focuses on promoting
business ethics and integrity, while
also addressing the working condi -
tions of its employees. It covers a
wide range of areas, including:
• Fair competition
• Conflict of interest and
competition
• Human rights
• Anti-discrimination
Our code
of conduct
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CATENA MEDIA ANNUAL REPORT 2023 26
CUSTOMER RESPONSIBILITY
We are continually focused on responsible
gaming, responsible advertising and compliance
with the many jurisdictional guidelines and licence
requirements that apply in the markets where we
operate.
As an affiliate that helps operators to acquire new
players, we have no access to data on player
behaviour or any potential gaming addiction
patterns as this information is held by our operator
customers. We therefore focus on informing and
educating players about online casino and sports
betting before they start playing.
Catena Media commits to carry out compliant
marketing activities and to promote player pro -
tection. Ultimately, this ensures that our brands
are trustworthy and grow sustainably. We apply
internal advertising guidelines to reflect the
requirements in the different jurisdictions in which
we operate. These are regularly updated. The
Catena Media compliance team conducts regular
website reviews to ensure all our websites provide
responsible gaming information and the correct
help sites and contact information. This work and
our internal guidelines help our global teams nav -
igate compliance-related issues on a daily basis.
Through our responsible gaming and advertising
guidelines and frequent training and communica -
tions updates to all employees, we do our utmost
to ensure that responsible gaming is top-of-mind
for everyone at Catena Media.
BOARD ATTENDANCE
Board meeting attendance, which measures the
percentage of board meetings and audit, remu -
neration and technology committee meetings
attended per director, was 93 percent during the
year. All directors were independent of the compa -
ny and management and of major shareholders.
Key metric Unit 2023 2022 Comments
Gender diversity , board % 29% 29% Percentage of female members of the board of directors (elected
at the AGM during the reporting period).
Board meeting attendance % 93% 89% Percentage of board meetings attended per director , including
audit, remuneration and technology committee meetings.
Board independence % 88% 100% Percentage of directors that are independent of the company
and management and of major shareholders.
CEO pay ratio Times 9.8 12.4
CEO’s salary divided by the median salary of employees (FTE
excl CEO). N.B. other compensation such as bonuses is not
included.
CATENA MEDIA ANNUAL REPORT 2023 26
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A responsible employer
We are committed to being a responsible employer with a clearly defined company culture founded on trust and transparency.
We attach high value to respect, support, diversity and equal opportunities, and we take a people-first approach to our work.
Additionally, we believe in promoting a healthy work-life balance for all our employees.
DEVELOPMENT AND GROWTH
We believe that cultivating trust and transparency
is crucial and an integral part of our company
culture. We ensure that all employees are kept
informed through fortnightly company meetings
and maintain open communication channels
through feedback and engagement tools. Ad -
ditionally, we encourage employees to express
their thoughts freely by enabling an anonymity
filter so they can speak their minds.
Each year, a selected group of employees
participates in the Catena Academy leadership
programme. Intake follows an internal application
process and took place in 2023 for the second
consecutive year after a two-year break due to
the covid pandemic. Participants take part in an
academic course that incorporates mentoring,
assessments, presentations, coaching and work -
shops – all culminating in a graduation ceremony.
DIVERSITY AND EQUAL OPPORTUNITIES
At year-end, 32 percent of employees and 13
percent of executive and senior management
were female. The gender pay ratio, calculated as
the median salary of males divided by the median
salary of females (excluding the CEO), was 1.2.
The CEO pay ratio, calculated as the CEO’s
salary divided by the median salary of all employ -
ees, was 9.8. This ratio is expected to be higher
than peers due to the CEO’s employment under
North American terms and conditions, for which
salaries and benefits exceed the group average.
HEALTH AND WELLBEING
At Catena Media, the health and wellbeing of
our employees remains our top priority. Our
remote-first office setup empowers colleagues
to make their own decisions on where they can
perform their duties best. Moreover, we provide a
comprehensive wellness package with generous
wellness benefits and health insurance to all em -
ployees. We operate an extended global mental
health programme that provides employees with
professional support across a broad spectrum
of personal, work-related and family issues.
Additionally, we offer mental health awareness
training to managers.
In 2023, employees’ average sickness absence
rate was 4.7 days per person, improved from 5.2
in 2022. We continue to closely monitor this met -
ric to identify areas where we can further support
employees to achieve optimal wellbeing.
Key issues
• Development and growth
• Diversity and equal opportunities
• Health and wellbeing
• Social engagement
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SOCIAL ENGAGEMENT
Catena Media’s Volunteer Day initiative allows all
employees to devote time to helping others and
to get involved with, and support, their local com -
munities. The programme entitles every Catena
Media employee to take two paid days of leave
per year for local community or charity work. The
activities performed during Volunteer Days are
as multifaceted as one would expect for a diverse
company with an international workforce.
In 2023, 86 volunteer days were used, evenly
distributed among men and women. Employees
used these days for community work that included
beach cleaning, animal welfare, assisting the
elderly, helping at youth centres, organising and
distributing food to people in need, and supporting
local organisations.
Key metric Unit 2023 2022 Comments
Employees (workforce) Full-time
employees (FTEs) 231 420
FTEs as of 31 Dec, as stated in the annual report.
Excludes contractors and one part-time employee in
2021, 2022 and 2023.
Gender pay ratio Times 1.2 1.5
Median salary of males divided by median salary
of females (FTEs, excl. CEO). N.B. excludes other
compensation such as bonuses.
Gender diversity, all group % 32% 35% Percentage of women in workforce (total FTEs).
Gender diversity, management % 13% 18% Percentage of women in workforce (executive and
senior management team only).
Employee turnover % 71% 30% Percentage of all leavers, voluntarily and involuntarily
from total workforce (total FTEs).
Sickness absence Days per FTE 4.7 5.2 Sick days for all FTEs divided by total FTEs.
CATENA MEDIA ANNUAL REPORT 2023 28
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CATENA MEDIA ANNUAL REPORT 2023 29CATENA MEDIA ANNUAL REPORT 2023 29
Environmental responsibility
The group’s remote-first and hybrid working setup contributes to an organisation with a relatively small environmental footprint.
We are nevertheless determined to reduce environmental impacts by better measuring our greenhouse gas emissions and
taking account of environmental factors in our decision-making processes.
REMOTE FIRST
Since our business operates online, our environ -
mental footprint is relatively small and relates
primarily to our office network and to data stor -
age and server operations and business travel.
We are nonetheless firmly committed to finding
opportunities to mitigate any negative effects
from our infrastructure and operations.
As a remote-first company, we have a small office
network and hence a rather limited eco-foot -
print. This setup enables people to work from
almost anywhere. Nevertheless, the group has
implemented various energy efficiency mea -
sures over the years, including low-energy office
lighting. Each floor of our Malta headquarters
has recycling stations to support the sorting of
recyclable materials, including metal, paper and
cardboard, plastic and glass. Today we consider
such measures to be normal hygiene and look
constantly for additional ways to improve and
lower our environmental impacts.
GLOBAL TRAVEL PLATFORM
We operate a global travel platform that provides
a one-stop-shop for travel bookings and travel
management. The platform also offers extensive
reporting and analysis functionality so we can
analyse travel patterns and optimise accordingly.
Gaining a full perspective on our travel-related
emissions forms a significant part of our carbon
footprint management, and to better understand
our business travel emissions is a significant
step in minimising our negative impacts in the
future. Furthermore, the platform provides a vital
foundation to start reporting on our greenhouse
gas emissions at group level.
EMISSIONS
In 2023, we continued to lay the groundwork for
reporting on greenhouse gas emissions across
the group. We prepared for future comprehensive
emissions reporting. Our emissions originate
from various sources, including office environ -
ments (both on-site and remote), business travel
and facilities supporting data storage and server
operations.
For business travel emissions, we operate a
robust framework through our dedicated travel
platform, which streamlines the way we track and
manage these emissions. The methodology for
reporting emissions from our office operations is
clearly defined, while acknowledging the unique
challenges posed by remote work settings. The
emissions attributed to data storage and server
operations represent a more intricate challenge,
which we are committed to addressing further in
2024.
As we move forward with implementing the
Corporate Sustainability Reporting Directive
(CSRD), our goal is to report on scope 1, 2, and
3 emissions, embracing a holistic approach to
our environmental impact. This commitment
underscores our dedication to not only adhere to
regulatory expectations but also to lead by exam -
ple in our industry by fostering transparency and
sustainability.
Key issues
• Business travel
• Emissions
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Financial information
KEY FINANCIAL DATA FOR THE GROUP
THE SHARE
DIRECTORS' REPORT
RISKS AND RISK MANAGEMENT
BOARD SIGNATURES
GROUP FINANCIAL INFORMATION
STATEMENTS OF COMPREHENSIVE INCOME
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF CHANGES IN EQUITY
STATEMENTS OF CASH FLOWS
PARENT COMPANY FINANCIAL INFORMATION
STATEMENTS OF COMPREHENSIVE INCOME
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF CHANGES IN EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
REMUNERATION REPORT
BOARD OF DIRECTORS
EXECUTIVE MANAGEMENT
AUDITOR'S REPORT
DEFINITIONS
OTHER INFORMATION
31
32
33
37
41
42
43
44
45
46
47
48
49
50
75
84
90
91
92
96
97
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CATENA MEDIA ANNUAL REPORT 2023 30
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Key financial data for the group
EUR 2023 2022 2021 2020 2019
Income statement
Revenue (EUR 000s) 88,240 137,927 136,112 105,991 102,817
Revenue growth (%) (36) 1 28 3 (2)
Organic revenue growth (%) (36) (4) 24 9 (6)
Adjusted EBITDA (EUR 000s) 27,6 93 59,050 69,734 52,503 44,349
EBITDA (EUR 000s) 33,874 44,125 63,530 50,055 40,506
(Loss)/profit before tax (EUR 000s) (37,370) 9,517 (5,773) 14,770 (10,358)
(Loss)/profit after tax (EUR 000s) (38,236) 7,528 (7,169) 12,517 (10,536)
Earnings per share before dilution (EUR) (0.51) 0.10 (0.10) 0.20 (0.18)
Earnings per share after dilution (EUR) (0.37) 0.07 (0.06) 0.12 (0.17)
Balance sheet
Balance sheet total 242,026 322,625 366,173 340,855 332,513
Equity 175,182 222,520 228,524 240,116 146,996
Current assets 66,978 75,216 47,816 48,332 32,839
Current liabilities 32,566 23,546 41,411 17,4 0 9 26,290
Net interest-bearing debt (NIBD) (EUR 000s) 18,356 52,950 58,142 57,026 150,214
Cash flow
Cash flow generated from operations 20,036 56,385 65,803 48,981 37,9 97
Cash flow generated from/(used in) investing activities 34,345 (30,915) (43,358) (10,453) (39,788)
Cash flow generated (used in)/generated from financing
activities (34,881) (27,663) (24,176) (19,578) 1,121
Financial ratios
Adjusted EBITDA margin (%) 31 43 51 49 42
EBITDA margin (%) 38 32 47 47 39
NIBD/adjusted EBITDA multiple 0.66 0.90 0.83 1.09 3.39
Cash conversion rate (%) 72 95 94 93 86
Employees at year end 256 447 425 402 396
EUR 2023 2022
Income statement
Revenue (EUR 000s) 76,748 98,610
Revenue growth (%) (22) -
Adjusted EBITDA (EUR 000s) 25,447 48,382
EBITDA (EUR 000s) 23,590 46,762
(Loss)/profit before tax (EUR 000s) (27,9 9 6) 33,448
(Loss)/profit after tax (EUR 000s) (28,182) 33,590
Earnings per share before dilution (EUR) (0.37) 0.46
Earnings per share after dilution (EUR) (0.27) 0.31
Cash flow
Cash flow generated from operations 19,656 46,026
Cash flow generated from/(used in) investment activities 34,619 (29,064)
Cash flow generated used in financing activities (34,861) (27,442)
Financial ratios
Adjusted EBITDA margin (%) 33 49
EBITDA margin (%) 31 47
Cash conversion rate (%) 77 95
Employees at year end 255 264
New depositing customers (NDCs) 184,257 228,601
CONTINUING OPERATIONS* ALL OPERATIONS INCLUDING DISCONTINUED OPERATIONS
* Continuing operations exclude all assets divested between Q3 2022 and Q4 2023.
These are classified as “discontinued operations” and comprise European grey-
market performance marketing assets, AskGamblers and related brands, the
Financial Trading segment, UK and Australian sports betting brands and Italian sports
and casino assets.
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The Catena Media plc share has been traded on the Mid Cap list of Nasdaq Stockholm since 4 September 2017 .
The shares were previously traded on Nasdaq Stockholm’s First North Premier list, where Catena Media was listed
on 11 February 2016 under the trading symbol CTM.
The share
SHARE PERFORMANCE
Nasdaq Stockholm recorded a 13 percent increase in value in 2023.
During the period Catena Media’s share price fell 38 percent, from
SEK 19.82 on 1 January to SEK 12.38 on 31 December . The lowest
closing price, SEK 10.59, was noted on 18 December 2023 and the
highest, SEK 37 .54, was observed on 16 February 2023. The group's
market value at the end of 2023 was SEK 975.2m.
TRADING VOLUME
In 2023, a total of 84.2 million Catena Media shares were traded and
the average number of traded CTM shares on the Nasdaq Stockholm
Mid Cap list was 0.3m shares per day over 252 trading days.
The turnover rate, calculated as the number of shares traded in re-
lation to the total number of shares in the company , was 107 percent.
SHAREHOLDERS
At year-end 2023, Catena Media had 10,772 shareholders. The pro-
portion of registered shares abroad was estimated at 42.3 percent, of
which shareholders in Denmark, Malta and the US accounted for 8.3
percent, 5.1 percent and 3.4 percent respectively .
The 10 largest shareholders on 31 December 2023 held a total of
40.4 percent of the capital and votes. Catena Media was the fifth larg-
est shareholder and owned 4.0 percent at year-end.
DIVIDEND
Catena Media's strategy commits the group to growth, meaning that
dividends may be low or not occur at all in the medium term. For the
financial year ended 31 December 2023, the board proposes to the
AGM that no dividend will be paid. The board has a long-term ambi-
tion to pay a maximum of 50 percent of profit after tax in dividends.
Dividend payments will be at the board's discretion, and no date has
been set for any future payment.
SHARE CAPITAL
At the end of 2023, Catena Media’s share capital was EUR 118,160.06,
distributed among 78,773,374 shares and an equal number of votes,
an increase of 2,442,515 shares during the year . All shares carry
equal entitlement to the company's profit and equity .
OPTIONS AND WARRANTS
During 2023, 2,805,000 (nil) share options and 160,000 (nil) warrants were
issued under two long-term incentive programmes.
As of 31 December 2023, the outstanding warrants (TO1) relating
to the rights issue in the summer of 2020 totalled 27 ,022,988. These
can be exercised during subsequent warrant subscription periods,
which commence on the day following the publication of each quar-
terly report, up to and including the Q2 2024 report.
SHAREHOLDER STRUCTURE
Ten largest shareholders as per 31 December 2023 %
Better Collective A/S 7.7
Investment AB Öresund 7. 2
Avanza Pension 5.7
Second Swedish National Pension Fund 4.7
Catena Media plc 4.0
Nordnet Pension Insurance 3.9
Niklas Karlsson 2.6
Alcur Funds 1.9
Mats Qviberg 1.4
eQ Asset Management Oy 1.3
Sub-total, 10 largest shareholders 40.4
Other shareholders 59.6
TOTAL 100.0
KEY SHARE DATA
2023
Earnings per share (EUR) after dilution -0.37
Outstanding shares at year end 78,773,374
Last price paid 2023, SEK 12.38
Highest price paid 2023, SEK 37.5 4
Lowest price paid 2023, SEK 10.59
Number of shareholders, 31 Dec 2023 10,772
Number of shares traded in 2023 84,152,525
Marketplace Nasdaq Stockholm
Listed 4 September 2017
Segment Mid Cap
Sector Discretionaries
Trading name CTM
ISIN code MT0001000109
Currency SEK
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CATENA MEDIA ANNUAL REPORT 2023 32
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DIRECTORS’ REPORT
For the year ended 31 December 2023
The board of directors presents its annual report together with the
consolidated and separate financial statements of Catena Media plc ("the
group” and "the company”), registration number C70858, for the financial
year ended 31 December 2023. The company has its head office and reg-
istered address at Quantum Place, Triq ix-Xatt, Ta’ Xbiex, Gzira in Malta.
The group has subsidiaries in Malta, UK, US, Canada, Germany , Japan
and Sweden. “Catena Media” or “the group” is used throughout this annu-
al report when describing the group’s operations.
PRINCIPAL ACTIVITY
Catena Media’s principal activity is to attract consumers through online
marketing techniques, and subsequently channel these same consumers
to clients, namely companies with an online business in online sports bet-
ting and casino. Catena Media owns hundreds of strong brands including
Lineups, PlayUSA and Legal Sports Report. These are websites that pro-
vide consumers with valuable information about casino and sports. Catena
Media is dependent on selling online traffic to clients and in return obtaining
revenues from platform operators via advertising, shared revenues or reve-
nue for each consumer who signs up as a customer with the operator .
BUSINESS OVERVIEW
Catena Media holds a strong market position in the online casino and sports
betting sector . The group achieves economies of scale by operating the same
online brands in several geographical markets. A shared technical platform
enables efficiency in production perspective and in data collection. Analys-
ing consumer quality and conversion is crucial to developing and improving
website content. The group has acquired several assets in prior years and, as
part of the strategic review in December 2022, the group set its focus on the
stable regulatory environment of North America and the high-margin oppor-
tunities offered as the legalisation of states and provinces in the online sports
betting and casino rolls out. The group is also committed to expanding its
already-significant market presence in Japan, which offers stable and pre-
dictable operating conditions. The group possesses extensive experience
of integrating assets to create synergies while focusing on accelerating in-
vestment into long-term growth plans. Catena Media is well positioned for
future organic growth, with a focus on scaling the current brand portfolio and
preparing for future market launches in North America.
Directors’ report
FINANCIAL YEAR 2023
During the 2023 financial year the group divested the AskGamblers busi-
ness and associated global casino brands, JohnSlots and NewCasinos,
for EUR 45.0m on a cash and debt-free basis. The transaction, complet-
ed on 31 January 2023, was for the sale of two wholly owned subsidiaries
in Malta and Serbia. The group’s operations were previously reported on
the basis of the three operating segments: Casino, Sports, and Financial
Trading. The strategic review that was carried out in specific parts of the
business resulted in the divestment of all the Financial Trading assets.
During the year , the group also divested all assets in Catena Media UK's
business, including sports betting brands Squawka and GG.co.uk, and all
shares in the group's wholly-owned Australian subsidiary for EUR 6.0m.
During Q4 2023 the group sold its Italian online sports betting and casi-
no assets for EUR 19.8m. The group is set to focus operations on high-
growth, regulated markets in North America, positioning itself to address
opportunities offering the strongest potential returns. During the year , the
group also entered into a joint venture with a specialist AI partner to devel-
op a generative AI application exclusively dedicated to content production
for online betting and casino gaming affiliation.
MARKET DEVELOPMENT
Market data shows growth for online casino and sports betting. Some mar-
kets in which Catena Media operates have shown strong growth in recent
years and have a positive outlook. Catena Media’s view is that demand for
lead generation and gambling affiliation will continue to grow as a result.
Only a handful of businesses in the fragmented affiliate market have the
capacity to generate a substantial number of new depositing customers
(NDCs) for operators. The strongest competitors span the same geo-
graphical markets as Catena Media and there seems to be a steady trend
towards launches of new casino brands addressed primarily to the affiliate
channel. This creates opportunities for geographic expansion as well as
acquisitions. Catena Media has become one of the largest lead genera-
tors, delivering high-value online sports betting and casino users to plat-
form operators. The group has adapted to market developments and user
needs and has built a scalable business model and advanced technology
platform. Catena Media has adapted the organisation for organic growth
through both expertise and resources.
REVENUE
Group revenue from continuing operations totalled EUR 76.7m (98.6) for
the year , a decrease of 22 percent from the previous financial year . Reve-
nue in North America decreased by 21 percent to EUR 67 .1m (84.5) and
accounted for 87 percent (86) of group revenue from continuing operations.
NDCs totalled 184,257 (228,601), a decrease of 19 percent from prior year .
EXPENSES
Total operating expenses, including items affecting comparability (IACs)
and an impairment charge on intangible assets relating to the European
business following the completion of the strategic review , totalled EUR
98.4m (63.0). Direct costs rose to EUR 13.4m (11.1) as a result of in-
creased media and influencer partnerships. Personnel expenses in-
creased to EUR 24.8m (23.5), and excluding items affecting comparability
increased by 3 percent to EUR 23.5m (22.7). The increase in personnel
expenses is mainly attributable to the North American operations.
Other operating expenses decreased to EUR 15.0m (17 .3), and ex -
cluding items affecting comparability decreased by 13 percent to EUR
14.4m (16.5). The decrease in other operating expenses is due to a de-
crease in external content production in North America and a reduction in
technology costs in line with the cost reduction programme.
IACs from continuing operations totalled EUR 1.9m (1.6) during the
year ended 31 December 2023. A net reversal of costs in relation to share-
based payments of EUR 0.1m, reorganisation costs of EUR 0.6m and a
one-time retention bonus of EUR 0.8m, were included in “personnel ex -
penses”. Restructuring costs of EUR 0.5m and a net cost of EUR 0.3m
relating to share based payments were classified in ‘‘personnel expenses’’
during the year ended 31 December 2022. Items affecting comparability
in “other operating expenses” included restructuring costs of EUR 0.3m
and professional fees of EUR 0.3m on exploratory discussions in line with
the group’s strategic direction. During the year ended 31 December 2022 ,
IAC’s in ‘‘other operating expenses’’ comprised a net loss from the phish-
ing attack including associated legal fees of EUR 0.2m, restructuring costs
of EUR 0.5m and minor costs in relation to the acquisition of Lineups.com.
EARNINGS
Adjusted EBITDA decreased by 47 percent and totalled EUR 25.4m
(48.4). This corresponds to an adjusted EBITDA margin of 33 percent
(49). EBITDA, including items affecting comparability of EUR 1.9m (1.6),
decreased by 50 percent and totalled EUR 23.6m (46.8). This corresponds
to an EBITDA margin of 31 percent (47). Earnings per share (EPS) before
dilution were EUR -0.37 (0.46). EPS after dilution were EUR -0.27 (0.31).
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 33
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CASH AND CASH FLOW
Operating activities
Cash flows from operating activities before changes in working capital and
tax totalled EUR 23.6m (46.1) for the year . Depreciation and amortisation
charges were EUR 11.2m (10.8). Interest expense on borrowings was
EUR 5.6m (4.8). The notional interest charges on contingent considera-
tions, other commitments and lease liabilities netted off against the notion-
al interest income on amounts receivable from divestments resulted in an
income of EUR 1.1m for 2023 and a cost of EUR 1.4m for 2022. Net losses
on financial liabilities measured at fair value through profit or loss arising
on the company's bond totalled EUR 1.5m. A gain on fair value movement
of EUR 1.4m resulted in 2022. An impairment loss of EUR 34.0m was
recognised in 2023 in relation to the group's European non-core assets.
During the comparative year , the company incurred a gain from financial
liability and equity instruments at amortised cost of EUR 2.9m arising from
changes in contractual arrangements. Net cash generated from continu-
ing operating activities decreased by 65 percent compared to 2022 and
was EUR 20.0m (56.4).
Investing activities
Cash flows generated from continuing investing activities totalled EUR
34.6m (-29.1) during the current year . Proceeds from divested subsidiaries
of EUR 29.1m (nil) related to the AskGamblers business and associated
global casino brands and the Italian online sports betting assets. Proceeds
from the sale of intangible assets of EUR 6.5m related to the European
grey-market performance marketing assets, the Financial Trading assets,
the UK and Australian sports betting brands and the Italian online casino as-
sets netted off against payment for the affiliation assets of Lineups.com and
other contractual commitment. Prior year's acquisition costs of EUR 28.7m
comprised payments for the affiliation assets of i15 Media, LLC, Lineups.
com, Inc. and fees for commitments from a contractual arrangement. Ac-
quisition of property , plant and equipment totalled EUR 0.1m (0.4), while the
joint venture investment during the current year was EUR 0.9m (nil).
Financing activities
Cash flows used in continuing financing activities for the year totalled EUR
34.9m (27 .4) and mainly comprised interest paid on borrowings of EUR
10.2m (9.1), payments for share buybacks of EUR 6.1m (8.6), net repay-
ment of borrowings of EUR 20.9m (8.3) and lease payments of EUR 0.6m
(1.4). Proceeds from the exercise of share options were of EUR 3.0m (0.02).
Cash and cash equivalents at year-end were EUR 38.5m (24.6). The
cash conversion rate was 77 percent (95).
INVESTMENT AND FINANCING
During the year , asset disposals of EUR 26.4m net of amortisation and
impairment related to the divestment of UK and Australian sports betting
brands and Italian online casino and sports assets. During prior year on
15 December 2022, the group entered into an agreement to sell Ask -
Gamblers and associated global brands. The deal was completed on 31
January 2023 together with the sale of all Financial Trading assets via a
management buyout. As a result, intangible assets of EUR 27 .4m, net of
amortisation were classified as held for sale as at 31 December 2022.
Costs for the development of websites and other applications were
EUR 1.6m (4.8). During the prior year additions of EUR 1.7m in intangible
assets related to North American assets acquired. Acquisitions of proper-
ty plant and equipment totalled EUR 0.2m (0.5).
INTEREST-BEARING DEBT AND LEVERAGE
As at 31 December 2023, Catena Media had outstanding senior unse-
cured floating rate bonds of EUR 55.0m (55.0), an outstanding bank
term loan of EUR 4.2m (12.5) and a revolving credit facility of EUR 10.0m
(10.0). During the year , the company announced repurchases of its own
bonds, following which Catena Media’s holding of outstanding bonds had
a nominal value of EUR 12.3m. The ratio of net interest-bearing liability to
adjusted EBITDA was 0.66 (0.90) as of 31 December 2023 and complied
with maintenance covenants. The long-term financial leverage target set
by the board of directors is to operate within the ratio of 0-1.75.
SHAREHOLDERS’ EQUITY
As at 31 December 2023, equity including hybrid capital securities totalled
EUR 175.2m (222.5), equivalent to an equity-to-assets ratio of 0.72 (0.69).
Excluding hybrid capital securities, equity totalled EUR 140.1m (178.3).
SIGNIFICANT EVENTS IN 2023
First quarter
• Strong player participation in conjunction with the legalisation of on-
line sports betting in Ohio on 1 January created one of the strongest
US market launches in Catena Media’s history .
• A total of 6,663,913 warrants were used to subscribe for the same
number of new ordinary shares in Catena Media during the 12th war-
rant exercise period. As of 31 March, the number of shares and voting
rights in Catena Media had increased from 72,035,349 to 78,699,262
and share capital had risen by EUR 9,995.87 to EUR 118,048.89.
• Robust initial revenue inflow from Massachusetts after the state
opened for licensed online sports betting on 10 March.
Second quarter
• On 17 April the group announced a long-term partnership to provide
online sports betting and casino content to Lee Enterprises Inc, one of
the largest online newspaper publishers in the US.
• On 22 May Erik Edeen joined Catena Media as interim group CFO.
• On 16 May the group published new financial targets for 2023-2025.
• On 14 June the group announced a repurchase of Catena Media bonds.
Third quarter
• On 17 July the group launched a new programme to buy back up to
SEK 55m of Catena Media shares.
• On 3 August the group agreed to sell its UK and Australian online
sports betting brands for EUR 6.0m to Moneta Communications Ltd.
• On 7 August Catena Media announced the departure of Per Wider-
ström from the board of directors.
• On 8 August, the group launched a programme to reduce annual
costs by EUR 3.8-4.2m by streamlining support functions.
• On 10 August Catena Media announced a media partnership with
leading US-based sports publisher The Sporting News covering
sports betting, casino gaming and fantasy sports in the Americas.
• On 28 September the group launched online sports betting affiliation
in Kentucky , with an adult population of 3.5m.
• The group repurchased 2,197 ,516 ordinary shares from 1 July to 30
September 2023.
Fourth quarter
• On 24 October Catena Media announced the appointment of Pierre
Cadena as Vice President Corporate Strategy .
• The group repurchased 312,600 ordinary shares during October 2023.
• On 7 November Catena Media announced the completion of its share
buyback programme. From 17 July to 31 October 2023, the group
purchased 2,510,116 Catena Media shares for SEK 54,970,745. As of
7 November 2023, Catena Media held 3,124,309 of its own ordinary
shares. The total number of shares in Catena Media plc is 78,773,274.
• The group launched online sports betting affiliation in Maine, with an
adult population of 1.1m, on 3 November .
• On 21 November the group announced agreements to sell its Italian
online sports betting and casino assets for EUR 19.8m. The sale com-
pleted the strategic review begun by the board of directors in May 2022.
• On 19 December the group initiated a written procedure under its
outstanding bond loan 2021/2024.
EMPLOYEES
As of 31 December 2023, the group had 256 (447) employees, of whom
82 (158) were female, corresponding to 32 percent (35) of the total. Of all
employees, 255 were employed full-time and 1 was employed part-time.
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CATENA MEDIA ANNUAL REPORT 2023 34
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FINANCIAL TARGETS
#1 Double-digit organic growth in both revenue and adjusted EBITDA for
2025 and 2026 at group level.
#2 Net interest-bearing debt to adjusted EBITDA ratio of 0-1.75.
PARENT COMPANY
Catena Media plc, registration number C70858, is a public company with
its head office in Malta. Catena Media plc is the ultimate holding compa-
ny , with the purpose of receiving dividend income from the main operat-
ing company , Catena Operations Limited. Catena Media plc is listed on
Nasdaq Stockholm’s main market, Mid Cap. The shares are traded under
the ticker CTM and with the ISIN code MT0001000109. The warrants are
traded under the ticker CTM TO1 with the ISIN code MT5000000158. Dur-
ing the year ended 31 December 2023, dividend income was EUR 15.0m
(5.7). Operating profit was EUR 14.6m (4.8) and profit after tax was EUR
12.3m (5.1). At 31 December 2023 the distributable reserves amounted to
EUR 4.7m. Bond fair value movement classified in "Other gains/(losses)
on financial liability at fair value through profit or loss", resulted in a loss of
EUR 1.5m in 2023 and a gain of EUR 1.4m in 2022. Interest payable on
borrowings was EUR 5.7m (4.7). The parent company’s cash and cash
equivalents were EUR 6.0m (2.3). Liabilities totalled EUR 84.7m (84.9).
Equity was EUR 183.2m (179.2).
OTHER GROUP COMPANIES
CATENA OPERATIONS LIMITED
The company reported a profit before tax of EUR 28.6m (7 .8) and a profit
after tax of EUR 15.3m (16.6) for all operations including discontinued. Net
equity at year-end totalled EUR 246.7m (279.3).
CATENA MEDIA UK LIMITED
Profit before tax was EUR 0.4m (0.7) while profit after tax was EUR 0.3m
(0.6) for all operations including discontinued. Net equity at year-end to-
talled EUR 7 .5m (7 .1).
CATENA MEDIA DOO BEOGRAD
During December 2022, the group announced the sale of its wholly owned
Serbian subsidiary as part of the strategic review . As a result, all Serbian
operations are classified as discontinued. The transaction was completed
on 31 January 2023. Net profit for January 2023 was EUR 0.07m. During
the year ended 31 December 2022, profit before tax was EUR 0.5m, profit
after tax was EUR 0.4m and net equity totalled EUR 1.7m.
CATENA MEDIA US INC
The company reported a loss before tax of EUR 1.0m (0.3) and a loss after
tax of EUR 1.6m (0.5). Deficit equity at year-end totalled EUR 4.9m (4.4).
CATENA AUSTRALIA PTY LIMITED
On 3 August the group announced its agreement to sell its wholly owned
Australian entity . Net profit for the period ended 30 September 2023 was
EUR 0.01m. During the comparative year ended 31 December 2022 profit
before tax was EUR 0.03m, profit after tax was EUR 0.02m and net equity
at year-end was EUR 0.07m.
CATENA MEDIA K.K
Profit before tax was EUR 0.1m (0.2). Profit after tax for the year was EUR
0.04m (0.1). Net equity at year-end totalled EUR 0.4m (0.4).
CATENA MEDIA SVERIGE AB
Profit before tax was EUR 0.03m (0.1). Profit after tax was EUR 0.02m
(0.1). Net equity at year-end totalled EUR 0.5m (0.5).
CATENA MEDIA ITALIA S.R.L.
On 21 November the group announced the divestment of its Italian subsid-
iary including online sports betting assets. Profit before tax for the period
ended 30 November 2023 was EUR 2.2m, while profit after tax was EUR
1.5. Interim dividends distributed to Catena Operations Limited amounted
to EUR 1.6m. During the comparative year ended 31 December 2022 prof-
it before tax was EUR 2.3m, profit after tax was EUR 1.6m and net equity
totalled EUR 2.1m. Interim dividends amounting to EUR 5.7m were dis-
tributed to Catena Operations Limited.
CATENA MEDIA CANADA LTD
Profit before tax was EUR 0.3m (0.3) and profit after tax was EUR 0.2m
(0.2). Net equity at year-end totalled EUR 0.5m (0.4).
CATENA MEDIA GERMANY GMBH
Loss before tax was EUR 0.02m (0.01) and loss after tax was EUR 0.02m
(0.01). Deficit equity at year-end totalled EUR 0.02m (-0.004).
LINEUPS.COM INC.
Profit before tax was EUR 0.6m (1.3) and profit after tax was EUR 0.8m
(1.0). Net equity at year-end totalled EUR 1.8m (1.3).
CATENA PUBLISHING LIMITED
The subsidiary was incorporated 10 May 2022. During December 2022,
the group announced the sale of its wholly owned Maltese subsidiary as
part of its strategic review . As a result of this, all the company's operations
are classified as discontinued. The transaction was completed on 31 Jan-
uary 2023. Profit before tax for the period 10 May 2022 to 31 January 2023
was EUR 0.6m and profit after tax was EUR 9.0m.
CATENA EUROPE LIMITED
The subsidiary was incorporated 10 May 2022. The company did not op-
erate during the year ended 31 December 2022. Loss for the year ended
31 December 2023 was EUR 0.01m, while the net equity at year end was
EUR 0.01m.
SIGNIFICANT RISKS AND UNCERTAINTIES
Catena Media’s risk management aims to execute the business strategy
while maintaining a high level of risk awareness and control. The group is,
in particular , exposed to compliance risks related to the online gambling
industry . Risks are managed on a strategic, operational and financial level.
Comprehensive risk disclosures are shown on pages 37-41 and 57-59.
SEASONALITY
A significant portion of Catena Media’s sports betting business is sub-
ject to the seasonal openings and closures of the major sports leagues in
North America and Europe. These calendar-related shifts are associated
with changeability in the group’s quarterly performance, with revenues typ-
ically being higher in the first and fourth quarters. Fluctuations in quarterly
results are also reflective of market launches in North America, such as
those seen during the last two years.
SUSTAINABILITY
Sustainability is a strategic imperative for Catena Media. The group is a
digital platform with a relatively small environmental footprint and therefore
focuses its efforts on social responsibility and governance. The company
works constantly to improve governance and to make its operations more
sustainable, emphasising business ethics, corporate governance and
transparency . Socially , the group stands for equality , ethical conduct and
diversity at all levels. Catena Media’s sector leadership in corporate social
responsibility is reflected in a commitment to fair and equitable gaming. In
Q4 2021 the group company established a sustainability council consist-
ing of members from the board of directors and executive management. It
is tasked with further developing the sustainability strategy . Following the
strategic review completed in November 2023, revenue from regulated
markets amounted to 91 percent in 2023. A more detailed description of
sustainability can be found on pages 21-29.
LEGAL DISPUTES AND PROCEEDINGS
This type of risk refers to the costs that may be incurred by Catena Media
for pursuing legal proceedings, as well as costs of third parties. During the
year Catena Media was not involved in any disputes that affected or will
affect the group’s position in a material manner .
REMUNERATION TO SENIOR EXECUTIVES
The board’s proposed guidelines for remuneration of senior executives for
2023 envisage salaries and other terms of employment for management
being at market levels. In addition to a fixed basic salary , senior managers
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CATENA MEDIA ANNUAL REPORT 2023 35
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may also receive variable remuneration and bonuses, which are to have
a predetermined ceiling and based on results achieved relative to estab-
lished targets or other key performance indicators.
An amount is to be set annually for the total cost for fixed and variable
remuneration. This amount must include all the group’s remuneration costs.
In cases where the group terminates the employment of a senior executive,
the individual may be entitled to severance pay , in which case this shall have
a predetermined ceiling. No severance pay is payable if the employee ter-
minates his or her employment. The board has the right to deviate from the
guidelines if particular reasons apply in individual cases. Further details are
available in the Corporate Governance Report on page 75.
SHARES AND OWNERSHIP STRUCTURE
The ownership structure of Catena Media plc on 31 December 2023 in-
cluded the following major shareholders: Better Collective A/S owning
7 .7% of issued shares, Investment AB Öresund owning 7 .2%, Avanza
Pension owning 5.7%, Second Swedish National Pension Fund owning
4.7%, Catena Media plc owning 4.0%, Nordnet Pension Insurance own-
ing 3.9%, Niklas Karlsson owning 2.6%, Alcur Funds owning 1.9%, Mats
Qviberg owning 1.4% and eQ Asset Management Oy owning 1.3%.
FUNDING
At the end of the year Catena Media had outstanding senior unsecured
floating rate bonds of EUR 55.0m, of which EUR 12.3m were owned by
the company , an outstanding bank term loan of EUR 4.2m, and a revolving
credit facility of EUR 10.0m. In addition, Catena Media’s funds included
the hybrid capital securities issued on 10 July 2020 and which may be
redeemed in full by the company on 10 July 2025 at the earliest or used
as a payment set-off by their holders during any of the warrant exercise
windows following an interim or year-end report, until and including the
Q2 2024 interim report. At the end of the period, hybrid capital securities
with a nominal value of EUR 43.7m, net of EUR 8.6m issuance costs, were
reported in the company’s statement of financial position. For more infor-
mation, see Note 24 (Borrowings) and Note 30 (Hybrid capital securities)
to the financial statements in this report, and the company’s website www .
catenamedia.com/investors.
SALE OF ASKGAMBLERS AND RELATED BRANDS
On 15 December 2022, the company announced it had entered into an
agreement for the sale of two wholly owned subsidiaries in Malta and Ser-
bia that operate the AskGamblers brand and two online casino brands,
JohnSlots and NewCasinos. On 31 January 2023, the company an-
nounced the successful completion of its sale of the AskGamblers busi-
ness and associated global casino brands from the buyer , Gaming Inno-
vation Group Inc.
DIVESTMENT OF FINANCIAL TRADING SEGMENT
The Financial Trading segment was divested via a management buyout
on 31 January 2023.
SALE OF UK ASSETS
On 3 August, the company announced it had entered into an agreement
for the sale of all assets in Catena Media UK’s business, including sports
betting brands Squawka and GG.co.uk, and all shares in the group’s whol-
ly owned Australian subsidiary .
SALE OF ITALIAN ASSETS
On 21 November , the group announced agreements to sell its Italy facing
online sports betting and casino assets.
ANNUAL GENERAL MEETING
The annual general meeting of Catena Media plc for the financial year 1
January 2023 to 31 December 2023 will be held on Wednesday 15 May
2024, at Hilton Malta, Portomaso, St. Julian's, ST J4012, Malta at 10:00
am (CEST).
DIVIDEND
No dividend was paid from 1 January to 31 December 2023.
PROPOSED ALLOCATION OF THE COMPANY’S PROFITS
Retained earnings of EUR 11.2m available to the annual general meeting
are carried forward.
BOARD OF DIRECTORS
The board of directors consists of:
• Göran Blomberg (Chairman)
• Øystein Engebretsen
• Theodore Bergqvist
• Sean Hurley
• Adam Krejcik
• Austin Malcomb
• Esther Teixeira Boucher
The group’s General Counsel, Jan Tjernell, is the company secretary and
also serves as board secretary .
STATEMENT OF DIRECTORS’ RESPONSIBILITIES FOR THE
FINANCIAL STATEMENTS
The directors are required by the Companies Act (Cap. 386) to prepare fi-
nancial statements that give a true and fair view of the state of affairs of the
group and the parent company per the end of each reporting period and of
the profit or loss of that period. In preparing the financial statements, the
directors are responsible for:
• Ensuring that the financial statements are drawn up in accordance
with the International Financial Reporting Standards (IFRS) as adopt-
ed by the EU.
• Selecting and applying appropriate accounting policies.
• Making accounting estimates that are reasonable in the circumstances.
• Ensuring that the financial statements are prepared on the going con-
cern basis, unless it is inappropriate to presume that the group and
the parent company will continue in business as a going concern.
The directors are also responsible for designing, implementing and main-
taining internal controls as the directors determine is necessary to enable
the preparation of financial statements that are free from material misstate-
ment, whether due to fraud or error , and that comply with the Companies
Act (Cap. 386). They are also responsible for safeguarding the assets of
the group and the parent company , and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The financial statements of Catena Media plc for the year ended 31 De-
cember 2023 are included in the Annual Report 2023, which is published
digitally and made available on the company’s website. The directors are
responsible for the maintenance and integrity of the annual report on the
website in view of their responsibility for the control over , and the securi-
ty of, the website. Access to the company’s website is available in other
countries and jurisdictions, where legislation governing the preparation
and dissemination of financial statements may differ from the require-
ments or practice in Malta.
AUDITORS
PricewaterhouseCoopers has indicated its willingness to continue in of -
fice and a resolution for its reappointment will be proposed at the annual
general meeting.
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CATENA MEDIA ANNUAL REPORT 2023 36
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Catena Media’s risk management is geared to enabling
the company to execute the business strategy while
maintaining a high level of risk awareness and control.
The process is based on a risk management framework
approved by the board of directors. The framework ad-
dresses the most significant risks facing the company .
These are strategic, operational, financial, legal and
compliance risks. Under the framework, Catena Media
carries out internal risk control assessments on a month-
ly , quarterly or annual basis, depending on the risk level
and where in the business it arises. These assessments
are then communicated to the CEO and the board.
The overall level of risk appetite is determined by
the board and controlled through risk management and
reporting. By weighing potential returns against po-
tential risks in the business plan, the board decides an
appropriate level of risk and return. The board and the
sub-committees to which it has delegated responsibil-
ity review and discuss specific risk topics on an ongo-
ing basis, weighing up the nature of the risks and their
potential impact on the group. The board also considers
how identified risks should be monitored and controlled.
Like any business, Catena Media is exposed to a range of external and internal factors that have the
potential to cause fluctuations in the group’s financial position, results of operations and share price.
The group applies a risk control process that monitors, and seeks to minimise risk with the aim of
establishing a stable environment conducive to achieving sustainable shareholder value over time.
Risks and risk management
FINANCIAL RISKS
A. Currency risk
B. Credit risk
C. Banking and financing risk
D. Interest rate risk
MARKET RISKS
E. Dynamic changes in the environment
F. Business cycle risk
G. Search algorithm risk
H. Competition risk
BUSINESS ACTIVITIES AND INDUSTRY RISKS
I. Revenue share model risk
K. Customer agreement risk
L. Cyber and IT system risk
M. Privacy risk
N. Theft risk
O. Recruitment and retention risk
LEGAL AND REGULATORY RISKS
P. Legal and regulatory risk
Q. Political risk
R. Brand abuse and Intellectual property rights (IPR) risk
S. Tax risk
SOCIAL RISKS
T. Reputational risk
U. Financial crimes risk
A
M
E
Q
S
C
O
G
I
K
B
N
F
R
T
D
P
H
J
L
PROBABILITY
IMPACT
A
B
F
J
OQ
R
S
T
L
P
N
M
E
C
D
H
K
I
G
Very likely
Likely
Possible
Unlikely
Very unlikely
Negligible Low Moderate High Very high
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 37
===== SIDA 38 =====
RISK TYPE DESCRIPTION RISK MANAGEMENT PROBABILITY IMPACT
FINANCIAL RISKS
A CURRENCY
RISK
The group operates internationally and is exposed to currency risk in revenue,
expenses and bank balances that are denominated in currencies other than the
functional currency . The increasing popularity of cryptocurrency also exposes
Catena Media to price changes and volatility in this instrument as well as to cryp-
to system and wallet security risks.
Most customers are billed in EUR or other larger currencies, nota-
bly GBP and USD, which provides a natural hedge. Smaller billing
currencies include bitcoin, yen and SEK. Balances in smaller cur-
rencies are kept to a minimum and the remainder is converted into
EUR to minimise exchange rate impacts. Catena Media has poli-
cies in place to minimise crypto price volatility risk and to facilitate
prompt payments from operators. The sale of Global Brands has
reduced Catena Media's exposure to crypto currencies since many
operators who pays in crypto were related to Global Brands.
UNLIKEL Y HIGH
B CREDIT RISK Credit risk arises principally from outstanding receivables due from Catena Me-
dia’s customers and, to a lesser degree, on funds held on account in payment
wallets and similar locations. A customer’s inability to pay would have adverse
effects on the group’s financial position.
Credit risk is regularly monitored by the finance team, which has
a dedicated accounts receivable and debt collection team. Catena
Media assesses customers’ credit quality based on their financial
position and by weighing in their track record and other factors.
UNLIKEL Y LOW
C BANKING AND
FINANCING
RISK
Catena Media’s primary finance sources are historically bank loans and corpo-
rate bonds. Adverse developments in the credit and financial markets as well
as banks' know-your-customer KYC compliance requirements and position to-
wards the iGaming sector might negatively impact the group’s ability to maintain
its banking setup and refinance operations, potentially leading to higher financial
costs. An impaired ability to refinance debt may also hinder debt repayments
that fall due.
The group has liquidity targets in place to ensure that any liabilities
that fall due are repaid. However , material negative changes in the
financial markets may be out of scope for the group and have the
potential to affect the group’s financial position.
UNLIKEL Y MODERATE
D INTEREST
RATE RISK
The group is partly financed by financial instruments with floating rates of Stibor
and Euribor plus a margin. Thus, Catena Media is exposed to fluctuations on the
Euribor and Stibor markets.
Catena Media does not currently take any measures to manage in-
terest rate risk. Even if such measures were to be undertaken in the
future, they might not fully eliminate or reduce the negative poten-
tial impact on the group of interest rate movements.
UNLIKEL Y MODERATE
MARKET RISKS
E DYNAMIC
CHANGES IN
THE ENVIRON-
MENT
Pandemics, wars or climate catastrophes has the potential to impact negatively
on the global economy and thereby weaken the group’s financial position. It may
reduce the disposable incomes of online users, leading to reduced demand for
Catena Media’s services. Cancellations of sports events may reduce sports bet-
ting activity .
A force majeure factor such as a pandemic, a war , or a climate ca-
tastrophe, is beyond the group’s direct control. Nevertheless, some
consequences can be mitigated. Catena Media strives to diversify
its revenue streams to secure a steady inflow of cash.
LIKEL Y MODERATE
F BUSINESS
CYCLE RISK
In recessions, the disposable income of online users may be reduced, leading to
lower demand for the group’s products and services. Market consolidation may
also lead to fewer operators, narrowing the group's sales base. In both cases,
such events could reduce revenue and earnings.
Catena Media operates in multiple markets in different parts of the
world and maintains a balanced and diversified portfolio. This limits
the impact of an economic downturn in any one market because
markets not affected by recession may continue to generate reve-
nue and earnings in line with, or above, expectations.
POSSIBLE MODERATE
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 38
===== SIDA 39 =====
RISK TYPE DESCRIPTION RISK MANAGEMENT PROBABILITY IMPACT
G SEARCH
ALGORITHM
RISK
Catena Media's brands rely for visibility on specific algorithms used by search en-
gines. Any material updates to algorithms may significantly affect the group's ability
to attract quality traffic to its websites and require it to adjust its SEO.
Catena Media monitors algorithm changes on an ongoing basis
and controls content quality . The group ensures its websites are
well-built, fast and up-to-date with the latest software.
LIKEL Y HIGH
H COMPETITION
RISK
Online affiliate marketing is characterised by rapid technical changes and im-
provements. Catena Media must constantly develop and offer new features to
attract sufficient visitors to its websites to generate revenue and maintain fees
from operators. Demand for affiliate marketing services might decrease if opera-
tors were to shift to more in-house SEO efforts or shift away from bonus offerings
which would require alternatives to attract players.
Research and development is a core activity to maintain market
edge. The group monitors markets and competitors closely to en-
sure detection of any changes that could potentially challenge Cat-
ena Media’s position.
LIKEL Y MODERATE
OPERATING RISKS
I REVENUE
SHARE MODEL
RISK
A portion of the group’s revenue derives from a share of the net revenue that a
user generates on an operator’s platform. Hence, an increase in the operator’s
cost base might reduce the net revenue ultimately paid to Catena Media. Any
undetected miscalculations on the operator’s side might result in incorrect fees,
also resulting in lower revenue.
The group regularly conducts operator audits to ensure that finan-
cial calculations are accurate. Catena Media also monitors the de-
velopment of operator costs.
UNLIKEL Y LOW
J CUSTOMER
AGREEMENT
RISK
Catena Media’s revenue and earnings might be adversely affected if a custom-
er terminates its agreement with the group or does not comply with the agree-
ment or its licensing requirements including know-your-customer and anti-mon-
ey-laundering policies. The group assumes unlimited liability for its services to
operators, meaning that were an operator to receive a sanction or penalty due to
services provided by Catena Media, the group might be held responsible.
Catena Media monitors customer satisfaction closely and works
actively to detect any activity that might fall outside the scope of
prevailing regulations.
UNLIKEL Y LOW
K CYBER AND IT
SYSTEM RISK
IT systems are an integral part of Catena Media’s operations, and any inter-
ruptions or errors may significantly decrease the ability of the group and/or its
customers to supply services. Moreover , a risk of information security weakness
exists in respect of vulnerabilities such as cyberattacks or fraud. A data breach
could give rise to financial costs, legal penalties and/or reputational impairment.
Catena Media conducts regular IT system scanning and constant
monitoring to detect any security issues. The group has a dedicated IT
security team tasked with protecting against data breaches and simi-
lar weaknesses, based on defined security management processes.
Procedures and routines are in place for technical operations, disaster
recovery , business continuity planning and incident management.
LIKEL Y MODERATE
L PRIVACY
RISK
Non-compliance with data privacy rules (e.g. the EU’s General Data Protection
Regulation (GDPR) or similar regulations in the US) might expose Catena Media
to financial penalties, damages payments to data subjects and indemnities to
third parties such as operators or service providers. A risk arises of the group
entering into a data processing agreement with unlimited liability and/or indem-
nities or that creates exposure by identifying Catena Media as a data processor .
Catena Media provides annual privacy training for staff in all depart-
ments and operates a privacy hub hosting extensive information.
Employees are required to sign documents and policies on data
protection and privacy . Data mapping is performed to oversee in-
formation flow , ownership and governance.
POSSIBLE MODERATE
M THEFT
RISK
Any theft or corruption of databases or intellectual property by an external or in-
ternal party would potentially expose the group to financial and/or reputational
losses as well as operational disruption. This also includes the risks related to
Phishing, where sensitive data or money could end up in the wrong hands.
Catena Media operates an internal security protocol, provides rele-
vant training and restricts staff access to sensitive data.
POSSIBLE MODERATE
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 39
===== SIDA 40 =====
RISK TYPE DESCRIPTION RISK MANAGEMENT PROBABILITY IMPACT
N RECRUITMENT
AND RETEN-
TION RISK
A failure to recruit or retain qualified employees, especially in areas requiring
specialist competency such as search engine optimisation, may impair the
group’s ability to achieve its growth targets and achieve maximum results from
business operations.
Catena Media has tools and processes in place to meet its global
hiring needs. The group has a retention strategy based on learning,
development and succession planning and the payment of com-
petitive remuneration and benefits
POSSIBLE MODERATE
LEGAL AND REGULATORY RISKS
O LEGAL AND
REGULATORY
RISK
The laws and regulations that govern the online gambling industry are complex,
constantly evolving and, in some cases, also uncertain. Since the group oper-
ates in multiple countries, it is exposed to a potentially wide range of regulations.
Markets are regulated by both central or local governments. In the US, where our
presence is growing, the respective states have a lot of influence over the reg-
ulatory aspect. Revenue might also be reduced in the event that Catena Media
or an operator were to breach regulations and be penalised by the authorities.
Regulatory authorities may also take decisions that directly affect Catena Me-
dia, for example by changing regulations for affiliates, such as some states have
done related to revenue-share models, which impacts our ability to differentiate
revenue streams. Such changes might also result in increased administrative
costs for the group, or require the group to change, limit or cease its business in
specific jurisdictions/states.
Catena Media's Compliance department closely tracks regulatory
developments in its markets, actively monitores proposed chang-
es to legislation and advertising rules and evaluates existing and
potential operator customers. The group diversifies its customer
base across multiple segments and territories and engages active-
ly in dialogue with relevant authorities to ensure full compliance by
all parties in all aspects. The sale of grey market operations have
mitigated the legal and regulatory risk in the group in so far that
regulated markets have predicatbility to a higher degree and and
spill over effects from grey markets to regulatory markets is mitigat-
ed. In addition the risk of draconian changes in a regulated market
is less than in a grey market.
VERY LIKEL Y LOW
P POLITICAL
RISK
Political shifts, sanctions and similar changes may affect the ability of the group
to operate. Catena Media's increased focus on US also makes us more vuner-
able for potential material changes to the regulations applicable to the group’s
operations, but also in the rest of Americas.
Catena Media has no direct operations in Russia or Ukraine, where
war broke out in Q1 2022. The group does have outsourced IT devel-
opment staff in Ukraine, where a risk of service interruption exists.
Mitigation measures have been taken to address this.
VERY
UNLIKEL Y
MODERATE
Q BRAND
ABUSE AND
INTELLECTUAL
PROPERTY
RIGHTS (IPR)
RISK
Rogue websites and social media channels pose a risk of brand abuse and
trademark infringements. Catena Media uses its intellectual property rights,
such as trademarks, domain names and website content copyright when provid-
ing marketing services. A risk exists that the group might be prevented from fully
exercising its IPR in all jurisdictions where it operates if, for instance, a domain
name owned by the group were to be challenged by a third party . Any inability
to fully use IPR may impair the group’s competitiveness and negatively affect
revenue and earnings.
Catena Media has monitoring and takedown processes in respect
of brand and trademark abuses. The group mitigates IPR risk by
working actively to ensure that its intellectual property rights are
valid in multiple jurisdictions to mitigate the risk. Catena Media also
seeks to diversify the asset portfolio on a continuous basis to re-
duce the risk of infringement of third parties’ IPR registrations.
VERY LIKEL Y LOW
R TAX RISK Online gaming operators are subject to direct and indirect taxes, including gam-
bling taxes. It is increasingly common for licensing regimes to impose taxes on
operators. An increased tax burden on operators may indirectly reduce Catena
Media’s revenues. Also, the group may be required to participate in tax audits
and investigations, for instance into its current transfer-pricing setup, that may
result in higher tax expenses.
Catena Media continuously reviews its tax frameworks to ensure
the group applies the correct tax rates and complies with applicable
regulations.
POSSIBLE MODERATE
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 40
===== SIDA 41 =====
RISK TYPE DESCRIPTION RISK MANAGEMENT PROBABILITY IMPACT
SOCIAL RISKS
S REPUTATIONAL
RISK
Online gaming is a high-profile industry that at times receives negative publicity
in contexts such as underage gambling and user addiction. Such negative pub-
licity might lead to declining social acceptance of online gambling, potentially
affecting Catena Media’s reputation and inviting stricter legislation. Such pub-
licitity might also result in banks being unwilling to service Catena Media or de-
manding higher social and governance standards. Reputational damage might
also occur if the group were to conduct business with unlicensed operators or
operators with criminal links. Reputational damage could reduce the group’s
ability to operate and impact on its revenue and earnings.
Catena Media engages in dialogue with stakeholders to discuss,
build and improve regulatory compliance among industry actors.
The group is also part of an industry network that seeks to promote
understanding and destigmatisation of online gaming, where a
trade assosciation is being set up in which we together with author-
ities and competitors will agree on rules for affiliates going forward.
This will lead to a "gambling-certification" and will assure we are op-
erating in non-grey (or black) markets and fulfill other obligations as
well as support sustainable gambling. Moreover , Catena Media has
a supportive relationship with Raiffeisen Bank International (RBI)
in Austria.
UNLIKEL Y LOW
T FINANCIAL
CRIMES RISK
Catena Media’s operations entail deposits and withdrawals of money with the po-
tential to originate from fraudulent operator activity , such as money-laundering.
Any involvement by Catena Media in such activity might result in civil or criminal
action and penalties. This, and the attendant reputational damage, could adverse-
ly affect the group’s financial position and earnings.
The group operates a strict anti-money laundering policy and con-
ducts randomised player controls. Catena Media also strives to
implement an extensive know-your-customer process and an au-
tomated detection process to deter financial crime.
UNLIKEL Y MODERATE
Approved by the board of directors on 26 March 2024
and signed on its behalf by:
Göran Blomberg
Chairman
Austin Malcomb
Director
Esther Teixeira-Boucher
Director
Øystein Engebretsen
Director
Sean Hurley
Director
Theodore Bergqvist
Director
Adam Krejcik
Director
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 41
===== SIDA 42 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 42
Statements of comprehensive income – Group
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Revenue 5 76,748 98,610
Total revenue 76,748 98,610
Direct costs 6 (13,434) (11,051)
Personnel expenses 8 (24,767) (23,547)
Depreciation and amortisation 13,16,17,18 (11,219) (10,842)
Impairment on intangible assets 13,16 (34,049) (311)
Other operating expenses 10 (14,957) (17, 25 0)
Total operating expenses (98,426) (63,001)
Operating (loss)/profit (21,678) 35,609
Interest payable on borrowings 24 (5,566) (4,757)
Other (losses)/gains on financial liability at fair value
through profit or loss 24 (1,498) 1,375
Other gains on financial liability and equity instruments
at amortised cost - 2,943
Other finance income/(cost) 11 746 (1,722)
(Loss)/profit before tax (27,996) 33,448
Tax (expense)/income 12 (186) 142
(Loss)/profit for the year attributable
to the equity holders of the parent company (28,182) 33,590
Loss for the year from discontinued operations 13 (10,054) (26,062)
(Loss)/profit for the year (38,236) 7, 5 2 8
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Other comprehensive loss
Items that may be reclassified to (loss)/profit for the year
Currency translation differences (667) (867)
Items that will not be reclassified to (loss)/profit for the year
Interest payable on hybrid capital securities (4,597) (4,328)
Total other comprehensive loss for the year (5,264) (5,195)
Total comprehensive (loss)/income attributable to the equity
holders of the parent company (43,500) 2,333
Earnings per share attributable to the equity holders of the parent
company during the year (expressed in euros per share)
Basic earnings per share
From (loss)/profit for the year 14 (0.37) 0.46
Diluted earnings per share
From (loss)/profit for the year 14 (0.27) 0.31
The notes on pages 50 to 74 are an integral part of these financial statements.
===== SIDA 43 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 43
Statements of financial position – Group
EUR ‘000 Note
31 Dec
2023
31 Dec
2022
ASSETS
Non-current assets
Investment in joint venture 19 940 -
Right-of-use asset 18 550 249
Other intangible assets 16 155,482 244,758
Property, plant and equipment 17 869 1,483
Other receivables 21 17, 2 07 919
Total non-current assets 175,048 247,4 0 9
Current assets
Trade and other receivables 21 28,468 20,714
Cash and cash equivalents 22 38,510 24,550
66,978 45,264
Assets classified as held for sale 13 - 29,952
Total current assets 66,978 75,216
Total assets 242,026 322,625
EQUITY AND LIABILITIES
Capital and reserves
Share capital 23 118 114
Share premium 23 134,039 122,625
Treasury reserve 29 (6,154) (21,713)
Hybrid capital securities 30 35,117 44,173
Other reserves 23 10,444 11,185
Retained earnings 1,618 66,136
Total equity 175,182 222,520
EUR ‘000 Note
31 Dec
2023
31 Dec
2022
Liabilities
Non-current liabilities
Borrowings 24 31,430 68,067
Deferred tax liabilities 26 790 4,370
Lease liability - 84
Trade and other payables 27 2,058 4,038
Total non-current liabilities 34,278 76,559
Current liabilities
Borrowings 24 25,597 8,333
Amounts committed on acquisition 25 - 4,574
Trade and other payables 27 6,573 9,967
Current tax liabilities 396 372
32,566 23,246
Liabilities directly associated with assets classified as held for sale 13 - 300
Total current liabilities 32,566 23,546
Total liabilities 66,844 100,105
TOTAL EQUITY AND LIABILITIES 242,026 322,625
The notes on pages 50 to 74 are an integral part of these financial statements.
The financial statements on pages 42 to 74 were approved and authorised for issue by the board of directors on
26 March 2024 and signed on its behalf by:
Göran Blomberg Øystein Engebretsen
Chairman of the Board Director
===== SIDA 44 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 44
Statements of changes in equity – Group
Attributable to owners of the parent
EUR '000 Note
Share
capital
Share
premium
Treasur y
shares
Hybrid capital
securities
Other
reserves
Retained
earnings
Total
equity
Balance at 1 January 2022 114 122,361 (13,098) 44,466 11,745 62,936 228,524
Comprehensive income
Profit for the year - - - - - 7,52 8 7,52 8
Interest payable on hybrid capital securities - - - - - (4,328) (4,328)
Currency translation differences - - - - (867) - (867)
Total comprehensive (loss)/income for the year - - - - (867) 3,200 2,333
Transactions with owners
Issue of share capital 23 - 264 - - - - 264
Subscription set-offs, including transaction costs - - - (293) - - (293)
Repurchase of common stock, including transaction costs - - (8,615) - - - (8,615)
Equity-settled share-based payments - - - - 307 - 307
Total transactions with owners - 264 (8,615) (293) 307 - (8,337)
Balance at 31 December 2022 114 122,625 (21,713) 44,173 11,185 66,136 222,520
Comprehensive income
Loss for the year - - - - - (38,236) (38,236)
Interest payable on hybrid capital securities - - - - - (4,597) (4,597)
Currency translation differences - - - - (667) - (667)
Total comprehensive loss for the year - - - - (667) (42,833) (43,500)
Transactions with owners
Issue of share capital 23 10 11,414 - - - - 11,424
Subscription set-offs, including transaction costs - - - (9,056) - - (9,056)
Repurchase of shares, including transaction costs - - (6,132) - - - (6,132)
Equity-settled share-based payments - - - - (74) - (74)
Cancellation of shares 23 (6) - 21,691 - - (21,685) -
Total transactions with owners 4 11,414 15,559 (9,056) (74) (21,685) (3,838)
Balance at 31 December 2023 118 134,039 (6,154) 35,117 10,444 1,618 175,182
The notes on pages 50 to 74 are an integral part of these financial statements.
===== SIDA 45 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 45
Statements of cash flows – Group
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Cash flows from operating activities
(Loss)/profit before tax - including both continued & discontinued
operations (37 ,370) 9,516
Loss before tax from discontinued operations 9,374 23,932
Adjustments for:
Depreciation and amortisation 11,219 10,842
Loss on disposal of property, plant and equipment 121 67
Loss allowance on trade receivables (205) (1,641)
Bad debts 70 1,115
Impairment on intangible assets 34,049 311
Unrealised exchange differences 429 (275)
Interest expense 4,490 6,204
Net losses/(gains) on financial liability at fair value through profit or loss 1,498 (1,375)
Gain on financial liability - (2,943)
Share-based payments (93) 307
23,582 46,060
Taxation paid (2,366) (1,048)
Changes in:
Trade and other receivables 1,814 (1,939)
Trade and other payables (3,374) 2,953
Net cash generated from continued operating activities 19,656 46,026
Net cash generated from operating activities - discontinued operations 10 380 10,359
Net cash generated from operating activities 20,036 56,385
Cash flows generated from/(used in) investing activities
Investment in joint venture (941) -
Sale of investment in subsidiary 29,145 -
Acquisition of property, plant and equipment (127) (410)
Net proceeds from disposal/(payments on acquisition) of intangible assets 6,542 (28,654)
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Net cash generated from/(used in) continued investing activities 34,619 (29,064)
Net cash used in investing activities - discontinued operations 10 (274) (1,851)
Net cash generated from/(used) in investing activities 34,345 (30,915)
Cash flows used in financing activities
Net payments on hybrid capital securities (24) (33)
Net payment on borrowings (20,901) (8,333)
Proceeds on exercise of share options and warrants 2,992 19
Share buybacks (6,133) (8,615)
Interest paid (10,238) (9,078)
Lease payments (557) (1,402)
Net cash used in continued financing activities (34,861) (2 7,4 4 2)
Net cash used in financing activities - discontinued operations 10 (20) (221)
Net cash used in financing activities (34,881) (2 7,6 6 3)
Net movement in cash and cash equivalents 19,500 (2,193)
Cash and cash equivalents at beginning of year 24,550 2 7,6 91
Cash surrendered upon disposal (4,293) -
Currency translation differences (1,247) (948)
Cash and cash equivalents at end of year 22 38,510 24,550
The notes on pages 50 to 74 are an integral part of these financial statements.
===== SIDA 46 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 46
Statements of comprehensive income – Parent Company
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Investment and related income 5 15,000 5,730
Personnel expenses 8 (282) (682)
Other operating expenses 10 (160) (277)
Other operating income 78 78
Total operating expenses (364) (881)
Operating profit 14,636 4,849
Interest payable on borrowings (5,676) (4,714)
Recharge of interest to subsidiary 4,488 3,527
Other (losses)/gains on financial liability at fair value through profit or
loss 24 (1,498) 1,375
Other finance income 11 488 37
Profit before tax 12,438 5,074
Tax expense 12 (99) -
Profit for the year 12,339 5,074
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Other comprehensive loss
Items that will not be reclassified to profit for the year - -
Interest payable on hybrid capital securities (4,597) (4,328)
Total comprehensive income for the year 7,74 2 746
The notes on pages 50 to 74 are an integral part of these financial statements.
===== SIDA 47 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 47
Statements of financial position – Parent Company
EUR '000 Note
31 Dec
2023
31 Dec
2022
ASSETS
Non-current assets
Investment in subsidiaries 20 261,858 261,858
Current assets
Trade and other receivables 21 16 11
Cash and cash equivalents 22 6,026 2,282
Total current assets 6,042 2,293
TOTAL ASSETS 267 ,900 264,151
EQUITY AND LIABILITIES
Capital and reserves
Share capital 23 118 114
Share premium 134,570 123,156
Treasury reserve 29 (6,154) (21,713)
Hybrid capital securities 30 35,117 44,173
Other reserves 8,268 8,342
Retained earnings 11,233 25,176
TOTAL EQUITY 183,152 179,248
EUR '000 Note
31 Dec
2023
31 Dec
2022
LIABILITIES
Non-current liabilities
Borrowings 24 46,430 78,900
Trade and other payables 27 891 1,847
Total non-current liabilities 47 ,321 80,747
Current liabilities
Borrowings 24 21,430 -
Trade and other payables 27 15,898 4,156
Current tax liabilities 99 -
Total current liabilities 3 7,4 2 7 4,156
TOTAL LIABILITIES 84,748 84,903
TOTAL EQUITY AND LIABILITIES 267 ,900 264,151
The notes on pages 50 to 74 are an integral part of these financial statements.
The financial statements on pages 42 to 74 were approved and authorised for issue by the board of directors on
26 March 2024 and signed on its behalf by:
Göran Blomberg Øystein Engebretsen
Chairman of the Board Director
===== SIDA 48 =====
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 48
Statements of changes in equity – Parent Company
Attributable to owners of the parent
EUR '000 Note
Share
capital
Share
premium
Treasur y
shares
Hybrid capital
securities
Other
reserves
Retained
earnings
Total
equity
Balance at 1 January 2022 114 122,892 (13,098) 44,466 8,035 24,430 186,839
Comprehensive income
Profit for the year - - - - - 5,074 5,074
Other comprehensive income for the year - - - - - (4,328) (4,328)
Total comprehensive income for the year - - - - - 746 746
Transactions with owners
Issue of share capital 23 - 264 - - - - 264
Subscription set-offs, including transaction costs - - - (293) - - (293)
Repurchase of shares, including transaction costs - - (8,615) - - - (8,615)
Equity-settled share-based payments - - - - 307 - 307
Total transactions with owners - 264 (8,615) (293) 307 - (8,337)
Balance at 31 December 2022 114 123,156 (21,713) 44,173 8,342 25,176 179,248
Comprehensive income
Profit for the year - - - - - 12,339 12,339
Interest payable on hybrid capital securities - - - - - (4,597) (4,597)
Total comprehensive income for the year - - - - - 7,74 2 7,74 2
Transactions with owners
Issue of share capital 23 10 11,414 - - - - 11,424
Subscription set-offs, including transaction costs - - - (9,056) - - (9,056)
Repurchase of shares, including transaction costs - - (6,132) - - - (6,132)
Equity–settled share-based payments - - - - (74) - (74)
Cancellation of shares 23 (6) - 21,691 - - (21,685) -
Total transactions with owners 4 11,414 15,559 (9,056) (74) (21,685) (3,838)
Balance at 31 December 2023 118 134,570 (6,154) 35,117 8,268 11,233 183,152
The notes on pages 50 to 74 are an integral part of these financial statements.
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 49
Statements of cash flows – Parent Company
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Cash flows from operating activities
Profit before tax 12,438 5,074
Adjustments for:
Unrealised exchange differences (156) 137
Interest expense 5,944 4,714
Net losses/(gains) on financial liability at fair value through profit or loss 1,498 (1,375)
Share-based payments (93) 307
19,631 8,857
Changes in:
Trade and other receivables (6) 13
Trade and other payables (2,419) (57)
Net cash generated from operating activities 17, 2 0 6 8,813
Cash flows generated from investing activities
Dividend received 9,632 1,431
Net proceeds from subsidiary and related parties 2,119 5,354
Net cash generated from investing activities 11,751 6,785
EUR '000 Note
Jan – Dec
2023
Jan – Dec
2022
Cash flows used in financing activities
Net payments on hybrid capital securities (11) (39)
Net payment on borrowings (12,569) -
Proceeds on exercise of share options and warrants 2,992 19
Share buy-backs (6,133) (8,615)
Interest paid (9,069) (7,78 9)
Net cash used in financing activities (24,790) (16,424)
Net movement in cash and cash equivalents 4,167 (826)
Cash and cash equivalents at beginning of year 2,282 3,252
Currency translation differences (423) (144)
Cash and cash equivalents at end of year 22 6,026 2,282
The notes on pages 50 to 74 are an integral part of these financial statements.
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INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION
CATENA MEDIA ANNUAL REPORT 2023 50
Notes to the financial statements
Note 1
Reporting entity
Catena Media plc (“the company”) is a limited liability company and is
incorporated in Malta.
The consolidated financial statements include the financial
statements of Catena Media plc and its subsidiaries (“the group” or
“Catena Media”).
Note 2
Summary of material accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below . These policies have been con-
sistently applied to all periods presented, unless otherwise stated.
The parent company applies the same accounting principles as the
group.
BASIS OF PREPARATION
The company was incorporated on 29 May 2015 under the terms of
the Maltese Companies Act (Cap. 386). The consolidated financial
statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU and the
requirements of the Maltese Companies Act (Cap. 386). They have
been prepared under the historical cost convention, apart from finan-
cial liabilities which are recognised at fair value through profit or loss.
The preparation of financial statements in conformity with IFRS as
adopted by the EU requires the use of certain accounting estimates. It
also requires the directors to exercise their judgement in the process
of applying the group’s accounting policies (see Note 4 – Critical
accounting estimates and judgements).
The financial statements incorporate the results of Catena Media
plc and its subsidiaries Catena Operations Limited, Catena Media
UK Limited, Catena Media doo Beograd, Catena Media US Inc,
Catena Media Australia PTY Limited, Catena Media K.K., Catena
Media Sverige AB, Catena Media Italia Srl, Catena Media Canada
Ltd, Lineups.com, Inc., Catena Media Germany GmbH, Catena
Publishing Limited and Catena Europe Limited.
Catena Publishing Limited and Catena Europe Limited were both
incorporated on 10 May 2022. Catena Publishing Limited and Catena
Media doo Beograd were divested on 31 January 2023. Catena Media
Australia PTY Limited and Catena Media Italia Srl were divested on 30
September 2023 and 30 November 2023 respectively .
As a result of the divestment of assets which are now being
classified as "discontinued operations", certain prior year balances
presented in the statement of comprehensive income and other
corresponding notes have been restated.
Standards, interpretations and amendments to published
standards effective in 2023
In 2023, the group adopted new standards, amendments and inter-
pretations to existing standards that are mandatory for the group's
accounting period beginning on 1 January 2023. These new stand-
ards have had no or very little impact on the group's financial position,
profit or disclosures.
Standards, interpretations and amendments to published
standards not yet effective
In management's opinion, there are no other standards not yet effec-
tive that would be expected to have a material impact on the group in
the current or future reporting periods.
PRINCIPLES OF CONSOLIDATION
Subsidiaries
Subsidiaries are all entities over which the group has control. The
group controls an entity when the group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability
to affect those returns through its power to direct the activities of the
entity . Subsidiaries are fully consolidated from the date on which the
control is transferred to the group. They are deconsolidated from the
date that control ceases.
The acquisition method of accounting is used to account for
business combinations by the group (refer to page 52). Intercompany
transactions, balances and unrealised gains on transactions
between group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment
of the transferred asset.
Investment in joint venture
A joint venture is a joint arrangement whereby the parties that have
joint control of the arrangement have rights to the net assets of the
joint arrangement. Joint control is the contractually agreed sharing of
control of an arrangement, which exists only when decisions about
the relevant activities require unanimous consent of the parties shar-
ing control.
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CATENA MEDIA ANNUAL REPORT 2023 51
The results and assets and liabilities of the joint venture are
incorporated in these financial statements using the equity method
of accounting.
Under the equity method, an investment in a joint venture is
recognised initially in the consolidated statement of financial position
at cost and adjusted thereafter to recognise the group’s share of the
profit or loss and other comprehensive income of the joint venture.
When the group’s share of losses of a joint venture exceeds the group’s
interest in that joint venture, the group discontinues recognising its
share of further losses. Additional losses are recognised only to the
extent that the group has incurred legal or constructive obligations or
made payments on behalf of the joint venture.
An investment in a joint venture is accounted for using the equity
method from the date on which the investee becomes a joint venture.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
Items included in these financial statements are measured using the
currency of the primary economic environment in which each of the
group’s entities operate ("the functional currency"). The consolidated
and separate financial statements are presented in euro (EUR), which
is the Company's functional and presentation currency .
Change in functional currency
During the current year and prior to Q4 2023, the EUR was regarded
as the functional and presentation currency of the main operating
entity of the group, Catena Operations Limited. After reviewing the
group’s interim financial performance, following the divestment of the
main European assets and in line with the group’s strategic direction,
the primary economic environment in which the group operates has
changed. As a result of this assessment, management determined
the use of the United States dollar (USD) as the functional currency of
Catena Operations Limited to be more appropriate. The presentation
currency of the group remains unchanged, in line with the currency in
which the parent company’s share capital is denominated in accord-
ance with Article 187(1) of the Maltese Companies Act. The change in
functional currency was accounted for on 1 October 2023 in accord-
ance with IAS 21 “The effects of changes in foreign exchange rates”.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing on the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation of monetary
assets and liabilities denominated in foreign currencies at year-end
exchange rates are generally recognised in profit or loss. Non-mone-
tary assets and liabilities that are measured in terms of historical cost
in a foreign currency are translated at the exchange rate on the date of
the transaction. Foreign exchange gains and losses are presented in
the statement of comprehensive income on a net basis.
Group companies
Group companies have different functional and presentation curren-
cies. Catena Media UK Limited uses the British pound sterling (GBP)
as its functional and presentation currency while Catena Media doo
Beograd uses Serbian dinars (RSD) as its functional and presentation
currency . Catena Media US Inc. and Lineups.com, Inc. use the United
States dollar (USD) as their functional and presentation currency . Cat-
ena Media Australia PTY Limited uses the Australian dollar (AUD) as
its functional and presentation currency while Catena Media Canada
Ltd uses the Canadian dollar (CAD) as its functional and presenta-
tion currency . Catena Media K.K. uses the Japanese yen (JPY) as its
functional and presentation currency . Catena Media Sverige AB uses
the Swedish krona (SEK) as its functional and presentation currency .
As also referred to in 'Change in functional currency' on page 51, Cat-
ena Operations Limited uses the Unitied States dollar (USD) as its
functional currency and the euro (EUR) as its presentation currency .
The results and financial position of the subsidiaries are translated
as follows:
• Assets and liabilities for each statement of financial position
presented are translated at the closing rate on the date of that
statement of financial position.
• Income and expenses for each statement of comprehensive in-
come are translated at average exchange rates (unless this is not
a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and
expenses are translated on the dates of the transactions).
• All resulting translation differences are recognised in other com-
prehensive income.
On consolidation, translation differences arising from the translation
of any net investment in foreign entities and of borrowings, are rec-
ognised in other comprehensive income. When a foreign operation is
sold or any borrowings forming part of the net investment are repaid,
the associated exchange differences are reclassified to profit or loss,
as part of the gain or loss on the sale.
REVENUE
The revenue of the company mainly arises from the dividends earned
from its subsidiaries. The group’s revenue is derived from online and
affiliate marketing. The group recognises revenue as set out below .
Dividend income
Dividends are recognised in the statement of comprehensive income
when the company’s right to receive payment is established.
Commission income
The group’s revenue consists of revenue generated in the form of
commission on players/investors directed to operators as well as
advertising fees charged to operators who want additional exposure
on the group’s websites. This is applicable to operators of online casino
and sports betting platforms. The commission takes the form of:
Revenue share
Under a revenue share deal the group receives a share of the reve-
nues that the operator has generated as a result of a player playing on
their site. Revenue is recognised in the month that it is earned by the
respective operator .
Cost per acquisition
Under a cost-per-acquisition deal, a client pays a one-time fee for
each player who deposits money on the client’s site. Cost-per-acqui-
sition contracts consist of a pre-agreed rate with the client. Revenue
from such contracts is recognised in the month in which the deposits
are made.
Fixed fees
The group also generates revenue by charging a fixed fee for opera-
tors who would like to be listed and critically reviewed on the group’s
sites as well as through advertising revenue, whereby an advertising
space is sold to operators who wish to promote their brands more
prominently on one of the many sites the group offers. Such revenue is
apportioned on an accruals basis over the whole term of the contract.
Interest income
Interest income is recognised as it accrues in profit or loss, using the
effective interest method.
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CATENA MEDIA ANNUAL REPORT 2023 52
INCOME TAX
The income tax expense or credit for the period is the tax paya-
ble on the current period’s taxable income based on the applicable
income tax rate for each jurisdiction adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences and to
unused tax losses.
The current tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in
the countries where the company’s subsidiaries operate and generate
taxable income. Management periodically evaluates positions taken
in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation. It establishes provisions, where
appropriate, on the basis of amounts expected to be paid to the tax
authorities.
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial
statements. However , deferred tax liabilities are not recognised if they
arise from the initial recognition of goodwill. Deferred tax is also not
accounted for if it arises from initial recognition of an asset or liability
in a transaction other than a business combination that at the time of
the transaction affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates (and laws) that have been
enacted or substantively enacted by the end of the reporting period
and are expected to apply when the related deferred tax asset is
realised or the deferred tax liability is settled.
Deferred tax assets are recognised only if it is probable that
future taxable amounts will be available to utilise those temporary
differences and losses. Deferred tax assets and liabilities are offset
when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same
taxation authority . Current tax assets and tax liabilities are offset
where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the
liability simultaneously .
Current and deferred tax is recognised in profit or loss, except to
the extent that it relates to items recognised in other comprehensive
income or directly in equity . In this case, the tax is also recognised in
other comprehensive income or directly in equity , respectively .
BUSINESS COMBINATIONS
The acquisition method of accounting is used to account for all busi-
ness combinations, regardless of whether equity instruments or other
assets are acquired. The consideration transferred for the acquisition
of a business comprises the:
• Fair values of the assets transferred;
• Liabilities incurred to the former owners of the acquired business;
• Equity interests issued by the group;
• Fair value of any asset or liability resulting from a contingent con-
sideration arrangement; and
• Fair value of any pre-existing equity interest in the business.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are, with limited exceptions,
measured initially at their fair values on the acquisition date. The
group recognises any non-controlling interest in the acquired entity
on an acquisition-by-acquisition basis either at fair value or at the
non-controlling interest’s proportionate share of the acquired entity’s
net identifiable assets. Acquisition-related costs are expensed as
incurred.
The excess of the consideration transferred, amount of any non-
controlling interest in the acquired entity and acquisition-date fair
value of any previous equity interest in the acquired entity over the fair
value of the net identifiable assets acquired is recorded as goodwill.
If those amounts are less than the fair value of the net identifiable
assets of the business acquired, the difference is recognised directly
in profit or loss as a bargain purchase.
The company and the group account for business combinations
using the acquisition method when control is transferred to the group.
The consideration transferred in the acquisition is generally measured
at fair value, as are the identifiable net assets acquired. Any goodwill
that arises is tested annually for impairment. Any gain or bargain
purchase is recognised in profit or loss immediately . Transaction
costs are expensed as incurred, except if related to the issue of debt
or equity securities.
The contingent consideration is measured at fair value on the
date of acquisition. The amounts payable in the future are discounted
to their present value as of the date of the exchange. The discount
rate used is the entity’s incremental borrowing rate, which is the rate
at which similar borrowing could be obtained from an independent
financier under comparable terms and conditions. If an obligation to
pay contingent consideration that meets the definition of a financial
instrument is classified as equity , then it is not re-measured and
settlement is accounted for within equity . Otherwise subsequent
changes in fair value of the contingent consideration are recognised
in profit or loss and are reflected in the statement of financial position
against the contingent liability recognised.
REORGANISATIONS BETWEEN GROUP ENTITIES
Reorganisations between group entities under common control are
accounted for using the reorganisation method of accounting. Under
this method, assets and liabilities are incorporated at the predeces-
sor carrying values, which are the carrying amounts of assets and
liabilities of the acquired entity as recognised and measured in that
entity’s financial statements before reorganisation. No goodwill arises
in reorganisation accounting, and any difference between the consid-
eration given and the aggregate book value of the assets and liabilities
of the acquired entity , is included in equity . The financial statements
incorporate the acquired entity’s full year results, including compar-
atives, as if the post-reorganisation structure was already in place at
the commencement of the comparative period.
GOODWILL AND OTHER INTANGIBLE ASSETS
Recognition and measurement
An intangible asset is recognised if it is probable that the expected
future economic benefits that are attributable to the asset will flow to
the group and the cost of the asset can be measured reliably . Intan-
gible assets are initially measured at cost. The cost of a separately
acquired intangible asset comprises its purchase price and any
directly attributable cost of preparing the asset for its intended use.
Where the cost of acquisition includes contingent consideration,
cost is determined to be the current fair value of the contingent
consideration as determined on the date of acquisition. Any
subsequent changes in estimates of the likely outcome of the
contingent event are reflected in the intangible asset's carrying
amount of a business. The cost of acquisition of intangible assets
for which the consideration comprises an issue of equity shares is
calculated as the fair value of the equity instruments issued in the
transaction.
Goodwill represents the excess of the cost of an acquisition
over the fair value of the group’s share of the net identifiable assets
of the acquired business on the date of acquisition. Goodwill on
acquisitions of businesses is included in ‘Intangible assets’. Goodwill
is tested annually for impairment and carried at cost less accumulated
impairment losses.
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