FULLTEXT DEL 3 AV 3
Årsredovisning 2024
INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION CATENA MEDIA ANNUAL REPORT 2024 96 Key audit matter How our audit addressed the Key audit matter IMPAIRMENT ASSESSMENT – OTHER INTANGIBLE ASSETS Other intangible assets, having a carrying amount of €108.8 million as at 31 December 2024, have primarily arisen from a number of acquisitions made during the preceding financial years. An assessment is required annually to establish whether intangible assets that have an indefinite useful life should continue to be recognised, or if any impairment is required. The assessment was performed at the lowest level at which Catena Media plc could allocate and assess impairment, which is referred to as a cash generating unit (“CGU”). Management considers that the Group operates two CGUs, being sports and casino, in line with the basis for the Group’s segment reporting, as further described in note 7 . The impairment assessment relied on value-in-use calculations based on the estimated future free cash flow to be generated by Catena, discounted to present value at an appropriate discount rate. The cash flow projections were based on the Group’s budget for 2025 to 2029 and an annual growth rate of 2% for all CGUs beyond that period. Management’s projections consider the Group’s strategy for initiatives in the sports segment, in terms of new markets and further expansion in certain existing markets, which led to higher growth assumptions for this segment. On this basis, the Group concluded that an impairment charge of €40 million should be recognised with respect to specific assets which have been experiencing deteriorating performances over the past year on the basis of their revised expectations for the projected period. Further information is provided in notes 4, 13 and 16 to the financial statements. The underlying forecast cash flows, and the supporting assumptions, reflect significant judgements as they are affected by unexpected future market or economic conditions, changes to laws and regulations, as well as Management’s success in executing the strategy for growth, particularly for the sports segment. Projected cash flow estimates and the level to which they are discounted is inherently uncertain and requires judgement. The extent of judgement and the size of the goodwill and intangible assets resulted in this matter being identified as an area of audit focus. We evaluated the suitability and appropriateness of the impairment methodology applied, and the discounted cash flow model prepared by management, by involving our independent valuation experts. We also considered the basis for the determination of the two CGUs. The headroom available in the impairment assessment for both the sports and casino CGUs allows for a deterioration in performance, or variation to the discount factor or long-term growth rate. The calculations underlying the impairment model were re-performed in order to check the model’s accuracy . We agreed the 2025 cash flow forecasts in the impairment model to the latest Board approved budgets. For the remaining periods covered by the model we evaluated the assumptions (including revenue growth rates, EBITDA margins and discount rates) underlying the forecasts, and considered the depth of the analysis available, including consideration of market data, to support their basis. As part of this process, we engaged in detailed discussions with management, and enquired on changes to assumptions over the previous period, placing particular focus on the higher growth assumptions for the sports CGU. Further , together with our independent valuation experts, we assessed the discount rate and growth rate assumptions by benchmarking the underlying inputs in the calculation to market data, and by considering alternate scenarios. We have considered management’s disclosure around sensitivity of whether or not a reasonable possible change in key assumptions could result in additional impairment, beyond the amounts reflected in the financial statements for the year ended 31 December 2024. The recoverable amount and impairment assessment for both the sports and casino CGU are sensitive to changes in key assumptions, primarily revenue growth and discount rate applied. In particular , if the forecast growth rates in revenue are not achieved, then an impairment charge may arise. We also considered the appropriateness of disclosures made in relation to the impairment assessment of goodwill and other intangible assets (note 16: Other intangible assets). Based on the work performed, we found the value of other intangible assets, as well as the related disclosures required by IAS 36, to be consistent with the explanations and evidence obtained. We have no key audit matters to report with respect to our audit of the parent company financial statements. Independent auditor’s report - continued To the Shareholders of Catena Media plc How we tailored our group audit scope We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. The Group includes a number of subsidiaries, with the main subsidiary being Catena Operations Limited. The Group has a centralised accounting function based in Malta. We assessed the overall audit approach and determined the type of work that needed to be performed on the consolidated financial line items by applying overall Group materiality and our assessment of risk. We performed additional procedures on the consolidation process. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole. Other information The directors are responsible for the other information. The other information comprises all of the information in the Annual Report (but does not include the financial statements and our auditor’s report thereon). Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors and those charged with governance for the financial statements The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error . In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process. ===== SIDA 97 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION CATENA MEDIA ANNUAL REPORT 2024 97 Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error , and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error , design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error , as fraud may involve collusion, forgery , intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or , if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However , future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”) We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) – the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual Financial Report of Catena Media plc for the year ended 31 December 2024, entirely prepared in a single electronic reporting format. Responsibilities of the directors The directors are responsible for the preparation of the Annual Financial Report, including the consolidated financial statements and the relevant mark-up requirements therein in accordance with the requirements of the ESEF RTS. Our responsibilities Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6. Our procedures included: • Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS. • Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS. • Examining the information in the Annual Financial Report to determine whether all the required taggings therein have been applied and whether , in all material respects, they are in accordance with the requirements of the ESEF RTS. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the Annual Financial Report for the year ended 31 December 2024 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS. Other reporting requirements The Annual Report 2024 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas. The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance. . Independent auditor’s report - continued To the Shareholders of Catena Media plc ===== SIDA 98 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION CATENA MEDIA ANNUAL REPORT 2024 98 Area of the Annual Report 2024 and the related Directors’ responsibilities Our responsibilities Our reporting Director's report The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements. In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements. In our opinion: • the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386). We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. • the financial statements are not in agreement with the accounting records and returns. • we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit. We have nothing to report to you in respect of these re-sponsibilities. Other matter – use of this report Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior writ- ten consent. Appointment We were first appointed as auditors of the Company on 17 August 2015. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of ten years. The company became listed on a regulated market on 11 Feb- ruary 2016. Lucienne Pace Ross Principal For and on behalf of PricewaterhouseCoopers 78, Mill Street Zone 5, Central Business District Qormi Malta 26 March 2025 Independent auditor’s report - continued To the Shareholders of Catena Media plc ===== SIDA 99 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION CATENA MEDIA ANNUAL REPORT 2024 99 Definitions of alternative performance measures AL TERNATIVE KEY METRIC DESCRIPTION SCOPE EBITDA Total operating profit before depreciation and amortisation and impairment on intangible assets. Helps report users evaluate operating profit and cash flow and evaluate operational profitability. EBITDA FROM CONTINUING OPERATIONS Operating profit from continuing operations before depreciation and amortisation and impairment on intangible assets from con - tinuing operations. Helps report users to evaluate operating profit and cash flow and evaluate operational profitability. EBITDA MARGIN EBITDA as a percentage of total revenue. Helps report users to evaluate operational profitability and the value created by operations. EBITDA MARGIN FROM CONTINUING OPERATIONS EBITDA from continuing operations as a percentage of revenue from continuing operations. Helps report users to evaluate operational profitability and the value created by operations. ADJUSTED EBITDA EBITDA adjusted for items affecting comparability. The group reports underlying EBITDA, excluding items affecting comparability, to provide a more comparable measure over time than non-adjusted EBITDA and thus enhance users' understanding of the report. ADJUSTED EBITDA FROM CONTINUING OPERATIONS EBITDA from continuing operations adjusted for items affecting comparability from continuing operations. The group reports underlying EBITDA, excluding items affecting comparability, to provide a more comparable measure over time than non-adjusted EBITDA and thus enhance users' understanding of the report. ADJUSTED EBITDA MARGIN Adjusted EBITDA as a percentage of total revenue. The group reports the underlying EBITDA margin, excluding items affecting comparability, to provide a more compa- rable measure over time than the non-adjusted EBITDA margin and thus enhance users' understanding of the report. ADJUSTED EBITDA MARGIN FROM CONTINUING OPERATIONS Adjusted EBITDA from continuing operations as a percentage of revenue from continuing operations. The group reports the underlying EBITDA margin, excluding items affecting comparability, to provide a more compa- rable measure over time than the non-adjusted EBITDA margin and thus enhance users' understanding of the report. NEW DEPOSITING CUSTOMERS (NDCs) New customers placing a first deposit with an operator (client). A key to measuring revenue and long-term organic growth. ITEMS AFFECTING COMPARABILITY Significant items that affect EBITDA when comparing to previ - ous periods. Items affecting comparability comprise gains or losses on disposals of investments in subsidiaries, reversals of costs relating to share-based payments, certain increases in loss allowances on trade receivables, credit facility and refinancing costs, reorganisation costs, costs in relation to acquisitions, and loss on cryptocurrency. ORGANIC GROWTH Revenue growth rate excluding portfolios and products that have been acquired in the past 12 months. Paid and subscription rev - enue is excluded in the organic growth calculation. Organic growth includes the growth in existing portfolios and products. A key to measuring revenue and long-term organic growth. REVENUE GROWTH Increase in revenue compared to the previous accounting period as a percentage of revenue in the previous accounting period. Helps report users to evaluate business growth. NET INTEREST-BEARING DEBT (NIBD) Interest-bearing liabilities less cash and cash equivalents Shows the outstanding balance of interest-bearing liabilities (excluding lease liabilities and other contractual obligations which give rise to notional interest) after deducting the group's most liquid assets, cash and cash equivalents NIBD/ADJUSTED EBITDA MULTIPLE Interest-bearing liabilities (notional amount including redemption pre- mium) less cash and cash equivalents divided by adjusted EBITDA. Shows how many years it would take to repay the group's debts, excluding exceptional costs, if NIBD and adjusted EBITDA remained constant. ===== SIDA 100 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION CATENA MEDIA ANNUAL REPORT 2024 100 ANNUAL GENERAL MEETING The annual general meeting of Catena Media plc for the finan - cial year 1 January – 31 December 2024 will be held on Wednesday, 21 May 2025, at 9:00 am (CEST) at AX The Pal - ace Malta, Triq Il - Kbira, Tas-Sliema, Malta. Notice of the annual general meeting is published on Catena Media's website, www.catenamedia.com Manuel Stan / CEO manuel.stan@catenamedia.com Michael Gerrow / CFO michael.gerrow@catenamedia.com Investor Relations ir@catenamedia.com REGISTERED OFFICE Quantum Place, Triq ix-Xatt Ta’ Xbiex, Gzira, GZR 1052, Malta Phone +356 21 310 325 Email info@catenamedia.com Web catenamedia.com ANNUAL GENERAL MEETING AND OTHER INFORMATION FOR FURTHER INFORMATION OTHER INFORMATION Catena Media intends to release financial reports on the dates below: Interim Report January – March 2025 13 May 2025 Interim Report January – June 2025 12 August 2025 Interim Report January – September 2025 4 November 2025 INVESTOR RELATIONS Catena Media’s Investor Relations department provides relevant information to shareholders, investors, analysts and media. During the year , Catena Media conducted several international road shows and participated in numerous capital market activities. The company also held regular analyst meetings. Financial reports, press releases and other information are available as of the publication date on the company's website, www .catenamedia.com/media/press-releases/. ===== SIDA 101 ===== INTRODUCTION CEO COMMENTS STRATEGY OPERATIONS SUSTAINABILITY FINANCIAL INFORMATION CORPORATE GOVERNANCE OTHER INFORMATION The group’s large portfolio of brands guides users to customer websites and enriches the experience of players worldwide. Headquartered in Malta, the group employs over 150 people globally. The share (CTM) is listed on Nasdaq Stockholm Small Cap. CATENA MEDIA IS A LEADER IN GENERATING HIGH-VALUE LEADS FOR OPERATORS OF ONLINE CASINO AND SPORTS BETTING PLATFORMS. FOR FURTHER INFORMATION SEE CATENAMEDIA.COM