Interim Results

Strictly embargoed until 07.00 a.m., 30th September 2020

Minds + Machines Group Limited

("MMX" or the "Company")

Interim Results

Minds + Machines Group Limited (AIM: MMX), one of the world's leading owners and operators of Internet Top-Level Domains ("TLDs"), is pleased to announce the Group's unaudited interim results for the six month period ended 30 June 2020 ("the period").

Commenting on the results, Toby Hall, CEO of MMX, said:

"As a Group our core business is profitable, cash generative, and debt-free, with the majority of our revenue being recurring. Our ongoing focus on improving cash generation and revenue mix has resulted in uplifts in both cash generation and channel revenue in the period. As expected, the replacement of one-off brokered revenue with recurring channel revenue that is waterfalled over the life of the registration, has resulted in revenue after partner payments effectively remaining flat at $7.4m, with total revenues down 5%, in spite of the 7% uplift in underlying H1 billings. Given the highly predictable cash generative nature of our core channel business, we are pleased to announce that a tender offer of £3m will take place in November. This will be supplemented by an ongoing buyback and an intention to target further distributions of approximately 50% of free cashflow from operations each subsequent financial year."

Financial Highlights

· Total gross revenue down 5% to $8.4m (H1 2019: $8.9m) primarily reflecting the switch from brokered to channel revenues;

· Revenues net of partner payments steady at $7.4m;

· Channel based revenues unimpacted by COVID, up 4% to $8.3m (H1 2019: $8.0m)

o channel revenues contributing 99% of gross revenue (H1 2019: 90%)

o recurring channel revenues contributing 67% of gross revenues;

· Operating EBITDA down to $2.3m (H1 2019: $3.3m inclusive of gTLD auction profit, $2.7m net);

· Profit after tax commensurately down $0.5m to $1.2m (H1 2019: $1.7m);

· Cash generation from operations up 19% to $2.5m (H1 2019: $2.1m);

· $1.2m of cash generated used to repurchase 15,936,418 of outstanding shares;

· Cash at 30 June 2020 of $7.3m compared to $6.6m at 31 December 2019; and

· EPS of 0.13c (H1 2019: 0.19c).

Operational Highlights from period

· Registrations improved 31% to 2.38m (H1 2019: 1.82)

· Channel billings up 20% contributing to a 7% uplift in total H1 billings with brokered sales reduced to 1% of H1 billings

· Improved geographic mix maintained - Americas improved to 58% of Group contribution (H1 2019: 52%), Europe steady at 21% (H1 2019: 20%), with Asia down to 21% (H1 2019: 28%)

· Ongoing streamlining and improvement of systems following the transition of the Company's last internal data systems onto the Cloud

Commenting on Current Trading and Outlook, Toby Hall said:

"As previously indicated, we are profitable, cash generative, and debt-free, with the majority of our revenue being recurring through the channel. As a traditionally H2 weighted business, we expect revenues and operating EBITDA in the second half to be ahead of H1 based on the predictability of those channel based revenues. The degree to which H2 exceeds H1 will largely be dictated by the timing and quantum of revenues from the Q4 marketing campaigns of certain key registrar partners in relation to AdultBlock which were previously delayed in the year due to COVID-19. 

"In parallel, we are also pleased to report that we have initiated a series of steps that are expected to reduce costs in aggregate across OPEX, COGs and partner payment by over $1m in 2021 when compared to their expected amounts in 2020.

"Finally, I would like to thank our staff and commercial partners for their ongoing effort and support. Their commitment has been outstanding, not least during the current uncertainty and upheaval caused by the coronavirus pandemic." 

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

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For further information

About MMX

Minds + Machines Group Limited (LSE: MMX) is the owner of a world class portfolio of 33 ICANN approved top-level domains (gTLDs). The Company generates revenues through the registration and annual renewal of names by organisations and individuals within each of its top-level domains, sales being processed through the Group's online network of global registrar and distribution partners.

The MMX portfolio is currently focused around generic names (e.g. .work, .vip), consumer interest (e.g. .fashion, .wedding), lifestyle (e.g. .fit, .surf, .yoga), professional occupations (e.g. .law), and geographic domains (e.g. .london, .boston, .miami, .bayern). In 2018, the Company completed its first acquisition, the ICM portfolio, and launched its first innovation based project, .luxe, which combines the strengths of the World Wide Web's naming system with that of blockchain. In 2019, it launched its second innovation initiative in the brand protection arena. For more information on MMX, please visit www.mmx.co.

Executive Summary for the period ended 30 June 2020

Overview

As a registry, MMX has a growth strategy based on organic development, innovation and selective acquisition. The Group operates its portfolio of 33 top-level domains ("TLDs") on an outsourced platform model to maximise operational leverage. The majority of our revenues are generated through the online sale and renewal of names via third party registrars (the industry's retail channel) as well as, to a lesser extent, the negotiated sale of high-value names via brokers. As such our cash generation and profitability is based on a SaaS type revenue model.

To that end, and discussed in full in the Operational Review, in H1 2020 we have maintained our operational focus on: replacing one-off brokered revenue with recurring revenue through the channel; maintaining the improved geographical balance of revenues achieved in 2019; and improving our cash generation.

The replacement of one-off brokered revenues, which are generally recognized in full at the time of sale, with recurring channel revenues which are recognized over the life of the registration has, as expected and quite naturally, impacted our reported revenue and profit in spite of the YoY improved billings and cash generation reported in the H1 trading update.

H1 2020 financial highlights

- Total gross revenue down 5% to $8.4m (H1 2019: $8.9m) primarily reflecting the switch from brokered to channel revenues;

- Revenues net of partner payments remained steady at $7.4m;

- Channel based revenues unimpacted by COVID improving 4% to $8.3m, representing 99% of gross revenue (H1 2019: $8.0m representing 90% of gross revenue ) with recurring revenues accounting for 67% of gross revenues;

- Operating EBITDA down to $2.3m (H1 2019: $3.3m inclusive of gTLD auction profit, $2.7m net);

- Profit after tax commensurately down $0.5m to $1.2m (H1 2019: $1.7m);

- Cash generation from operations up 19% to $2.5m (H1 2019: $2.1m);

- $1.2m of cash generated used to repurchase 15,936,418 of outstanding shares;

- Cash at 30 June 2020 of $7.3m compared to $6.6m at 31 December 2019; and

- EPS of 0.13c (H1 2019: 0.19c).

Current Trading & Outlook

As a Group we are profitable, cash generative, and debt-free, with the majority of our revenue being recurring. As a traditionally H2 weighted business, we expect revenues and operating EBITDA in the second half to be ahead of H1 based on the predictability of our channel based revenues. The degree to which H2 exceeds H1 will largely be dictated by the timing and quantum of revenues from certain key registrar partners in relation to campaigns focused on upgrading the original 65,000 10-year Sunrise B blocks taken by brands in 2011 to AdultBlocks.

Whilst the Covid pandemic continues to make forecasting the precise timing of new revenue initiatives challenging, as set out above the core business remains, and should continue to remain, cash generative. Against this background, the Board believes that the most advantageous way to reward shareholders is to return excess capital to shareholders. As set out previously, the manner of such returns will be subject to continuous review; however, given the current share price, the Board considers that a tender offer accompanying the ongoing share buyback is likely to be the most accretive. The Company intends initially to announce a tender offer of £3m to take place in November. This will be supplemented by an ongoing buyback and an intention to target further distributions of approximately 50% of free cashflow from operations each financial year. The final terms and price of the tender offer will be subject to a further announcement in due course.

Operational Review

Organic growth

Top-line registration growth

In H1 we have seen a continuation of the top-line registration growth we saw in 2019, the H1 2020 registration growth of 31% to 2.38m from 1.82m in H1 2019 very much mirroring the 36% growth of FY 2019.

As in H2 2019, the growth - outside of .work - has not been driven by aggressive discounting and reflects increasing usage of names within our portfolio. For example, even within the .work extension, we are now seeing 32% of registrations with websites associated to them (28% in .com) and 30% having emailing addresses.

Improved revenue mix

A constant theme to the organic growth story has been the consistent drive to improve the quality of the Group's revenue - specifically, replacing one-off low quality brokered revenue with high quality automated sales revenue through the channel. H1 has seen a continuation of that trend, new registration revenue through the channel increasing by 35% to $2.7m with brokered revenue declining $0.8m to $0.1m, representing 1% of total revenue in H1. The table below charts the significant change in H1 revenue composition from the last three years with brokered revenue reduced from a high of 24% in H1 2018 to 1% this year.

Improved geographic revenue mix

Of similar importance has been the transition in the regional make-up of the revenues over the same period. It should be noted that due to our expanding base of registrar partners, the Company is now reporting regional revenue based on registrar office location to better reflect regional revenues. Previously this information was reported on the main regional markets associated with a TLD. The below table reflects adjustments to the same basis for previous years.

Brand protection contribution

As indicated in the H1 trading update, the planned marketing roll-out of AdultBlock by certain registrars in Q2 to their installed base was delayed due to COVID-19. As such the AdultBlock contribution to H1 revenue was minimal. We do not, however, consider this as a missed opportunity but rather a delayed one, the benefit of which will come through in the following 18 months. When .xxx was originally launched in 2011 circa 65,000 labels (domain names) were blocked by brand owners in the extension for a 10 year period as a more cost efficient mechanism to registering their name on an annual basis. In 2019 we introduced an enhanced replacement product for the original 10 year block and tested it with a select number of registrars to understand the natural interest in the product. The results were ahead of expectations and as a result two registrars holding over 25% of the original registrations were identified for the its roll-out in 2020. Whilst their scheduled activities were paused in Q2, we are pleased to confirm both are now engaged in the preparatory phases to allow the product to be actively sold to their base from mid Q4 2020.

Operational efficiencies

As discussed in the 2019 year-end results, as part of the ongoing improvement of operational efficiencies, in early January the last remaining in-house data-centres were moved onto the cloud thereby allowing a reduction and replacement of operational and technical headcount. Following the introduction of our new COO, the ongoing streamlining and improvement of internal systems to deliver better efficiencies has accelerated allowing us to begin the process of selecting a single back-end provider to address our full portfolio needs. In addition, against the wider COVID-19 backdrop, we have brought forward our annual review of the cost base to understand where additional savings could be delivered across partner payments, cost of goods sold (COGs), and Operating expenditures (OPEX), of which the consolidation of registry infrastructure services into a single partner forms a part, the goal being to reduce costs across all three in aggregate by more than $1m against expected 2020 costs across all three.

Innovation

The primary focus in 2020 has been to complete the widening of the Ethereum API to allow addresses from multiple blockchains to be associated to a single .luxe address. We are pleased to report that .luxe names can now be associated to wallets and addresses across eighteen leading blockchains and expect others to be added on an ongoing basis. As previously discussed, the .luxe initiative continues to provide us valuable insights, connections and potential commercial opportunities into how naming conventions can help better connect and improve useability between the traditional DNS and the wider internet. It is also helping inform our decisions on how MMX may wish to participate in the next new gTLD round as and when it occurs.

Selective acquisition

MMX has created a profitable platform based business that has significant capacity built into it allowing us to scale at marginal additional operating cost. We are therefore continuing to explore opportunities to bolt on additional recurring revenue streams to that platform which ought to be significantly earnings enhancing.

KPIs

The above financial KPIs are discussed within the Financial Review below.

Financial Review

Revenue

Revenue has decreased by $0.5m to $8.4m in H1 2020 (H1 2019: $8.9m) primarily reflecting the replacement of $0.8m of brokered billings (H1 2020 was $0.1m versus H1 2019 which was $0.9m) with channel billings. For purposes of clarity, channel billings (i.e. invoiced sales) are generally recognised as revenue over the life of the registration. For example, a one year registration would have revenue recognized equally (i.e. 1/12th) per month over 12 months. The unrecognized revenue from billings is reported on the Statement of Financial Position as Deferred Revenue. Conversely, billings from a one-off brokered sale are generally recognized immediately as revenue. Accordingly, it is possible, as with this period, for the billings to be ahead (i.e. 7%) of the prior period but reported revenues down (i.e. 5%).

In terms of revenue make-up, revenues from the channel increased $0.3m to $8.3m in H1 2020 (H1 2019: $8.0m), revenues from new registrations increasing $0.7m to $2.7m (H1 2019: $2.0m), with renewal revenues down $0.4m to $5.6m in H1 2020 (H1 2019: $6.0m) and one-off brokered revenues declining by $0.8m to $0.1m in H1 2020 (H1 2019: $0.9m) in line with expectations.

It should be noted that the reduction in renewal revenue relates to the decreased ICM renewal billings experienced in 2018 and 2019. However, Group renewal billings in the period were 17% ahead of H1 2019 and therefore Management expects that renewal revenue will increase going forward.

In relation to the current year, revenues, net of partner payments, in H1 have remained flat at $7.4m reflecting a reduction in partner payments in H1 2020 which were $1.1m compared to $1.5m in H1 2019. This in part reflects the restructuring of the onerous contract in 2019.

Expenditures

COGs

COGs have increased by $0.3m to $1.9m in H1 2020 (H1 2019: $1.6m) resulting primarily from the sales commissions associated to the H2 2019 AdultBlock sales, which are recognized (i.e. waterfalled) in line with the associated revenue.

OPEX

OPEX has marginally increased by $0.03m rounding to $3.2m in H1 2020 (H1 2019: $3.1m) despite the improvement in operational efficiencies and reduction in operational and technical headcount. This is due to an additional $0.2m of costs being incurred during the period associated with closing the data centre and staff termination related payments.

Operating EBITDA

Whilst net revenue remains flat, Operating Earnings Before Interest, Taxes, Depreciation and Amortisation (Operating EBITDA) has decreased by $1.0m from $3.3m in H1 2019 to $2.3m in H1 2020. Excluding profits from gTLD auctions realized in H1 2019, Operating EBITDA has decreased by $0.4m to $2.3m in H1 2020 (H1 2019: $2.7m) and reflects the increase in costs (COGs and OPEX) detailed above.

Profit/(loss)

The profit for the period has decreased by $0.5m to $1.2m in H1 2020 (H1 2019: $1.7m). While Operating EBITDA has decreased by $0.9m the Company had savings in other areas (foreign exchange, share based payments, depreciation & amortisation charge and finance costs) of $0.5m thereby reducing the impact of the reduction in Operating EBITDA to overall profit.

Cash

The Company continues to maintain a robust balance sheet with net assets of $78.8m, no debt, and cash balances - post $1.2m of buy-backs during the period - of $7.3m at the period end, up from $6.6m as of 31 December 2019. The improvement reflects the $0.4m uplift in cash from operations (net of gTLD auction proceeds and onerous contract payments) to $2.5m in H1 2020 (H1 2019: $2.1m).

Balance sheet

Outside of cash, the key changes to the balance sheet in H1 2020 include:

- A $3.0m decrease in trade and other receivables to $4.5m in H1 2020 compared to $7.5m at 31 December 2019. $1.9m of the decrease reflects the collection of AdultBlock billings from the end of 2019 and the collection of $1.1m in VAT refunds.

- A $2.5m decrease in trade and other payables to $3.3m in H1 2020 compared to $5.8m at 31 December 2019. Trade payables decreased by $1.7m and reflect VAT payments related to the onerous contract settled in 2019 and payments to vendors for 2019 costs. The remaining $0.9m reflects partner payments typically higher at the year-end due to the cyclical nature of billings and other year-end accruals (such as sales commissions) which were paid in 2020.

Capital Returns

During the period, 15,936,418 of outstanding shares were bought back at an average price of 6.00p. Whilst the Covid pandemic continues to make forecasting the precise timing of new revenue initiatives challenging, the core business remains cash generative. Against this background the Board believes that the most advantageous way to reward shareholders is to return excess capital to shareholders. As set out previously, the manner of such returns will be subject to continuous review; however, given the current share price, the Board considers that a tender offer accompanying the ongoing share buyback is likely to be the most accretive. The Company intends initially to announce a tender offer of £3m to take place in November. This will be supplemented by an ongoing buyback and an intention to target further distributions of approximately 50% of free cashflow from operations each financial year. The final terms and price of the tender offer will be subject to a further announcement.

Conclusion

As previously indicated, we are profitable, cash generative, and debt-free, with the majority of our revenue being recurring. This has allowed us to successfully weather the first wave of COVID-19 with both revenue and billings through the channel ahead of last year and H1 cash generation 19% ahead of last year at $2.5m. We likewise believe we are now well placed to navigate the second wave, the strength of our existing channel based business outside of any new brand protection revenues, giving us every reason to believe H2 revenues and Operating EBITDA will be ahead of H1. Further we are confident that the underlying growth of our core business will naturally accelerate in 2021 as we enter the renewal period for 10yr registrations made in 2011 within the ICM portfolio.

Finally we would like to thank our staff and commercial partners for their effort and support. Their commitment has been outstanding, not least during the current uncertainty and upheaval caused by the coronavirus pandemic.

Toby Hall, CEO Michael Salazar, CFO

29 September 2020 29 September 2020

Consolidated Statement of Total Comprehensive Income for the period ended 30 June 2020

Consolidated Statement of Total Comprehensive Income for the period ended 30 June 2020 (continued)

Condensed Consolidated Statement of Financial Position as at 30 June 2020

Condensed Consolidated Statement of Financial Position as at 30 June 2020 (continued)

Condensed Consolidated Statement of Cash Flows for the period ended 30 June 2020

Condensed Consolidated Statement of Changes in Equity for the period ended 30 June 2020

Condensed Consolidated Statement of Changes in Equity for the period ended 30 June 2020 (continued)

· Share premium - This reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issue of shares are deducted from share premium.

· Shares to be issued - This reserve represents shares to issued arising from the acquisition of ICM Registry, LLC.

· Other reserves - This reserve represents the gains and losses arising from assets held for sale designated at fair value through OCI.

· Foreign currency reserve - This reserve represents gains and losses arising on the translation of foreign operations into the Group's presentational currency.

· Retained earnings - This reserve represents the cumulative profits and losses of the Group.

· Non-controlling interests reserve - This reserve represents the share of the interest held by the non-controlling shareholders of the subsidiary undertakings.

Notes to Financial Statements for the period ended 30 June 2020

1. Reporting Entity

Minds + Machines Group Limited is a company registered in the British Virgin Islands under the BVI Business Companies Act 2004. The Company's ordinary shares are traded on the AIM market operated by the London Stock Exchange.

2. Basis of Preparation

The condensed consolidated interim financial statements have been prepared on the basis of Company accounting policies and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2019 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last financial statements. The summary of results for the year ended 31 December 2019 is an extract from the published Annual Report and Financial Statements which were approved by the board of Directors on 23 March 2020. The audit report on the Annual Report and Financial Statements was unqualified and did not contain an emphasis of matter paragraph.

The condensed consolidated interim financial statements have not been audited but have been reviewed by the auditor in accordance with International Standard on Review Engagements (UK and Ireland) 2410 issued by the Auditing Practices Board.

Management has reviewed forecasts which have been modelled for different plausible downside scenarios including as a result of the COVID 19 pandemic. These scenarios support a going concern basis. As a result, the directors have a reasonable expectation that the Group has the adequate resources to meet its obligations as they fall due for a period of at least 12 months from the date of signing these financials statements. Accordingly, they continue to adopt the going concern basis in preparing the half year financial statements.

The accounting policies used in the preparation of these condensed consolidated interim financial statements is the same as those disclosed in the last annual financial statements.

Basis of consolidation

The condensed consolidated financial information incorporates the results of the Company and its subsidiaries.

Approval

These interim financial statements were authorized for issue by the Company's board of directors on 29 September 2020.

New standards and interpretations not yet adopted

At the date of authorization of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards, and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards have been adopted early by the Group. Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted in the current year have not been disclosed as they are not expected to have a material impact on the Group's financial statements.

3. Use of Judgements and Estimates

In preparing these interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's accounting policies and the key source of estimation uncertainty were the same as those described in the last annual financial statements.

4. Partner Payments

Partner payments represents the expense relating to certain TLDs where royalty payments are required to be made. Such payments are based on the Group's billing and are deferred in line with accounting revenue.

5. Cost of Sales

6. Share Based Payments

Share based payments expenses of $299k (H1 2019: $575k) relate to the fair value of the share options determined by using the Black-Scholes model expensed over the vesting period of the share option. During the period the Company granted 13,853,200 options and 10,915,400 Restricted Stock Units ("RSU's) to the Executive team and key employees. During the period 8,950,000 options/RSU's were cancelled/expired.

7. Depreciation and Amortisation

8. Finance Costs

9. Income tax expenses

The British Virgin Islands where the Group derives majority of profits imposes no corporate taxes. However, the Group may be liable for taxes in other jurisdictions where it is operating. Currently the Group has sufficient tax losses carried forward to cover taxable profits in such jurisdictions. The Group tax charge of $1k (H1 2019: $14k) relates to local taxes paid.

10. Earnings per share

11. Intangible Assets

generic Top Level Domains

In 2012, the Group applied for new generic Top Level Domains ("gTLDs") to the Internet Corporation for Assigned Names and Numbers (ICANN). Successful applications are transferred from Other Long-term Assets to Intangible assets. The Group capitalises the full cost incurred to pursue the right to operate gTLDs including amounts paid at auction to gain this right where there are more than one applicant to ICANN for the same gTLD.

This class of intangible assets is assessed to have an indefinite life as it is deemed that the application fee and amounts paid at auction give the Group the indefinite right to this generic Top Level Domain. As at H1 2020 the Directors believe there is no indication of impairment. A full review will be performed at year end.

12. Interest in Joint ventures

The Company has an interest in two Joint ventures; "Entertainment Inc." and "Dot Country LLC".

13. Other Long-Term Assets

During the application process, payments for gTLD applications are included in Other Long Term Assets as there is no assurance that the Group will be awarded any of the related gTLDs. These long-term receivables payments will be reclassified as intangible assets once the gTLD strings are available for their intended use, which is expected to occur following the delegation of gTLD strings by ICANN. In general, the Group does not expect to withdraw any of its applications unless the application has not passed the evaluation process and there is no further recourse or there is an agreement to sell or dispose of the Group's interest in certain applications.

There was no change to Other Long-Term assets in H1 2020.

14. Trade and Other Receivables

Trade receivables are amounts due from customers and are stated at the original invoice amount less allowance made for doubtful receivables, of which there are none. Management believes that the net trade receivables as reflected above are recoverable and stated at fair value.

15. Cash and Cash Equivalents

The Group has total cash balances of $7,296k (2019: $6,583k). Of the Group's total cash balances $807k (2019: $1,986k) are restricted funds. These amounts are held to fund the letters of credit required by ICANN and other vendor requirements.

16. Trade and Other Payables

17. Deferred revenue

Billings (i.e. fees from invoices sales) are generally recognised as revenue over the life of the registration. A portion of billings may be recognised immediately as revenue (for example, for brand protection services or brokered sales).

Deferred revenue represents the fee from billings not recognised as revenue at the balance sheet date as its underlying registration or renewal extends beyond the balance sheet date.

18. Leases

18. Leases (continued)

19. Share Capital and Premium

20. Post Balance Sheet Events

As of the balance sheet signing date the Company has bought back 1,050,000 shares at 7.8c/6p per ordinary share ($83k) and will continue to buy back shares as and when appropriate.