Good afternoon, and welcome to the Azerion Group N.V. Q2 H1 earnings call 2023. After the speaker's remarks, there will be a question and answer session. For those of you who are joining us via Zoom, if you would like to ask a question at this time, please raise your hand by clicking the Raise Hand at the bottom of your Zoom window under the Reactions button. Once called upon, please unmute your audio to ask your question. For those of you watching on the webcast page, if you'd like to send a question through, please type it in the Q&A box on the right-hand side of the player. These questions can be sent in at any time during the presentation, and they will be addressed after the live Q&A portion of the event. Thank you.
I'd now like to turn the call over to Umut Akpinar for welcome remarks.
Thank you very much. Good afternoon, everyone. I am Umut Akpinar, CEO and co-founder of Azerion, and I would like you to welcome to Azerion's Q2 and H1 2023 results presentation. In the last quarter, we made significant progress on our strategic goals, and I look forward to sharing more details of these achievements with you. Today, I am joined by other members of our senior leadership team to update you on recent developments of the business in the first half of the year and the exciting prospects we see going forward. Before I move on, let me pause for a moment to acknowledge the disclaimer. Firstly, I would like to introduce the other speakers during today's presentation: Ben Davey, Chief Financial Officer, Sebastiaan Moesman, Chief Revenue Officer.
After presenting a brief overview, I would like to provide an update of our strategic delivery, covering how we have progressed with consolidating and integrating previous acquisitions, and how we found efficiencies in the way we operate as a company, with the resulting impact this has had on our performance. Afterwards, Sebastiaan will take you through the advertising supply chain to demonstrate how the Azerion platform has grown to cover the entire ad tech value chain for scalable growth. Then, Ben will share with you the recent divestment of our social card games portfolio before presenting the financial performance of our segments and the update to our 2023 and midterm guidance. The second quarter of 2023 was about the continued consolidation and integration of previous acquisitions in order to create an efficient and scalable platform in Europe and beyond.
We have simplified our organizational structure to streamline reporting lines, upskill sales teams, and rolled out Azerion ad formats across current and new geographies, and further optimize our technology. I am pleased to report that these efforts continue to be visible in our financial results. In Q2, our revenue grew by 17% compared to the previous year, while Q2 adjusted EBITDA increased by close to 60%. This led to an 18% increase in H1 revenue and a 55% growth of H1 adjusted EBITDA compared to the previous year. Through deeper integration of past acquisitions, we identified further cost-saving opportunities. You may remember that in our Q1 report, we raised our expected annualized savings from EUR 10 million to EUR 15 million, and this quarter, we have further upgraded it to EUR 20 million from the January 2023 baseline.
At the beginning of the month, we were proud to announce the sale of our social card games portfolio to Playtika for an initial consideration of approximately EUR 81 million, with the transaction closing earlier this week on 28 August. The sale was an important milestone in the development of Azerion and underlines the value of our buy and build strategy. Not only has it generated important proceeds for the group, but it's also a sizable M&A deal by European gaming standards. This gives us confidence to reconfirm our previously provided guidance for 2023 of adjusted EBITDA of at least EUR 75 million. Our successful integration strategy boosts our faith in growing further in the digital ad market. As we expand the business, we are optimistic about strategic partnerships and our strong M&A pipeline.
We believe in our platform's solid fundamentals and its potentials to accommodate new integrations and technologies. I would now like to take you through some of the business developments that have supported the growth of the business this quarter. Our primary focus of this quarter has been the continuing integration of some of our past acquisitions, which have increased our geographic footprint, expanded our proposition in ad formats such as CTV, audio, and digital out-of-home, and built on the relationships we have with advertisers and publishers. In Q2, we finalized the integration of Infinia, Madvertise, and Media, and are making significant progress with the remaining acquisitions. The majority of our previous acquisitions have been rebranded as Azerion and operate as one consolidated team. By doing so, we provide advertisers with greater value, as we are able to coordinate their digital marketing needs across multiple channels and regions.
We have been able to attract larger campaign budgets from bigger brands, which we are able to leverage for greater margins. From a financial reporting and legal organization perspective, we are simplifying our company by consolidating past acquisitions into one single business. We have become increasingly efficient in our ability to consolidate and integrate these businesses into our platform and optimize them for value. When we acquire a company, they often operate inefficiently, lacking resources or technology for scale. As a consolidator in the fragmented digital ad market, our successful buy and build strategy has established a solid business model. Efficiency and scale are in our DNA. As we grow, we enhance margins, hence a key goal this year was sustaining our focus on value optimization. For these reasons, one of our main objectives for the year was to continue our focus on efficiency.
Here we identified three main areas: contribution margin, cost management, and organizational structure. In the first half of the year, we have been very successful in improving our contribution margin and profitability. We did this through the technological improvements we made in the platform, finding efficiencies in how we operate by simplifying and consolidating teams and processes. In the last six months, we have looked critically to our operations and organizational structures with a focus on removing duplicate positions and resources. For example, previously, each of the acquisitions processed their own publisher payments. This meant that different teams were paying publishers in different ways. In Q2, we centralized and automated this publisher billing system, which allows us to capture outstanding amounts more efficiently and track trends more easily.
We have also been adept at generating economies of scale, such as migrating all group companies onto the same AWS contract, which has contributed to a reduction in our server cost of around 19%. Thanks to these and many other initiatives, we have improved productivity and maintained a similar cost base to last year, while also taking on board the operations and infrastructure of eight acquisitions and integrating them into the platform. This is a great example of our buy and build strategy at work. I would like to now hand over to Sebastiaan, who will demonstrate how the Azerion platform has grown to cover the entire ad tech value chain for scalable growth. Sebastiaan?
Thanks, Umut. Yes, welcome, everyone. Going over our business case for you advertisers, in our case, those are agencies or direct brands. They want to connect with audiences, that's advertising, and they do so by connecting with publishers that want to monetize their content. However, the market is fast-growing and still highly inefficient and fragmented. The digital advertising supply chain is full of players who add intermediate layers between an advertiser and the digital publishers. So if an advertiser wants to display a digital ad in a publisher's website or app, then they need to basically liaise with many technology providers and intermediaries, which makes it hard to validate the entire process. It lacks the transparency also a little bit to see how, where, and at what cost the ad performs. In addition, the market is also highly fragmented geographically.
So the suppliers in the U.K., for example, are not necessarily the same ones as in France, Italy, or the U.S. As a result, advertisers are increasingly looking for a one-stop shop with local teams and a rich portfolio of creative ad formats, where they can have one global partner that offers an easy-to-use, cost-effective, and brand-safe environment to put their advertising budgets in. At the same time, on the other end of the spectrum, the publishers, they're looking for a similar simplification and cost-effectiveness, while they're also seeking to maximize their revenue. And with content becoming increasingly free to use by consumers, publishers need to find revenue streams and ways to stand out from the crowd and gain engaging and retaining their users.
So over the past few years, we have been scaling our digital platform to remove the complexity in the digital advertisement by providing a single solution for both advertisers and publishers. In this slide here, you can see how Azerion platform covers the entire digital advertising supply chain, from technology to ad formats to content. Our local direct sales teams have created long-term relationships with agencies and advertisers, providing them tailored solutions and advice, while our technology provides them the ability to launch and manage their campaigns across the extensive suite of ad formats in a simple way.
We've integrated many of the various layers between advertisers, publishers, and users, which means that we can also be more cost competitive as we remove the intermediates, who each on their own, if you would have to work with them, take their own cut and margins. Furthermore, our enterprise partnership teams build strategic partnerships with publishers, which provides greater margin, dependent on whether they're contracted exclusively or whether it has been produced by ourselves for our gaming content. So let me show you how the theory of our business model has become also a reality again in Q2, with the three areas of our platform, the ad sales, the ad tech, and the curated content part. So starting with the ad sales, we reorganized and trained sales teams for greater efficiencies and sales opportunities.
We created new ad formats and developed new partnerships to offer to clients new advertising opportunities, and we expanded our owned and operated exclusive and contracted publisher content to improve the publisher's monetization margins. This has led to the highest revenue in direct sales for any Q2 period. In the technology, we launched Azerion Smart Bidding, which is Azerion's improved AI-integrated bidding system to further enhance the pricing that we get in open markets. This means we win more auctions at better rates for our clients, and we further improved our full monetization service with Performance by Azerion for semantic segmentation, allowing better audience targeting for advertisers. This means that the publishers that we represent can now sell their ad space, but enriched with very precise audience data.
Additionally, we launched Smart Content, which has been done by integrating V lyby, one of our acquisitions, with Zoomin, another previous acquisition's content, providing publishers with basically new contextual content. We look at what the website is about, and then we offer a video that is very close to that subject. And of course, if people click and watch the video, there's also the opportunity for an ad, and that space can be monetized then by the publisher again. And finally, internally, we developed an internal campaign management solution for the ad operation teams, Azerion Marketplace, improving the ad campaign coordination efficiencies and margin contribution, allowing our operators to distribute ad campaigns from one single interface across multiple platforms in the market.
We continued to develop our own content in casual and premium games through the accelerated production of puzzle and word web games by Azerion Studio for news and media publishers, resulting in increased revenues at higher margins due to lower licensing fees. Newspapers then basically include that word and puzzle game into their content, and if people start playing, again, we can leverage those ad opportunities with ads. And we launched Habbo X: Alpha 2, a play-to-earn metaverse environment which integrates blockchain technology, allowing brands such as EMA, Miffy, and Cool Cats to collaborate with audiences on their own and create lifetime engageable collectibles minted as an NFT. So as you can see, not only have we integrated eight acquisitions and created a more efficient platform, we also grew that platform, and it's often offering significantly in Q2.
All these results and successes underpin our confidence in both our organic and inorganic growth strategy, and we will continue with this strategy in the future. As a reminder, our growth strategy is underpinned by four main pillars: structural market growth, platform growth, platform synergies, and to further accelerate this platform growth even further, we have the buy in our buy and build strategy. As mentioned, the underlying fundamentals of our business are strong, with the digital advertising market expected to continue growing rapidly and reach a total addressable market of $800 billion in the next few years. We will continue to grow the platform through increasing number of strategic partnerships that we have with advertisers and publishers, as well as expanding our operations, geographically, while optimizing the ad spend on our platform through the new formats and the aforementioned AI integrations.
And we will continue to develop synergies between the platform and premium games, as well as across the two of them. For example, we leverage our e-commerce platform and ad sales teams to create branded loyalty programs by offering game keys based on their purchasing behavior. Similarly, we have worked with brands to create unique gaming experience, integrating advertising opportunities in our metaverse titles and casual games. And through our buy of the buy and build strategy, we're able to create immediate inorganic growth while stimulating long-term organic growth through integration, optimizing optimization, and consolidation, as Umut already mentioned. So that wraps it all together. I would like to now hand over to Ben, who will take us through the sale of the social card games before covering the details of the financial performance. Ben?
Thank you, Sebastiaan. Good afternoon, everyone. So I'm gonna start with a quick overview of our recently completed sale of our social card games portfolio. So, the social card games division of Azerion has been in the group from very close to the beginning and has contributed well to our revenue and EBITDA over the years. At the same time, in the last couple of years, Azerion has increased its focus on our scalable digital advertising platform. Of all the premium games, it was the portfolio of social card games that had the lowest alignment and synergies with our advertising platform.
So with that in mind, turning to the commercials, the sale of our social card games portfolio completed on the 28th of August for an initial cash consideration of EUR 81.3 million, subject to some customary adjustments, in particular, net working capital adjustments, with an earnout based on the performance of the acquired business that could take the total consideration up to a maximum of EUR 150 million, obviously, subject to performance. At completion, Azerion received close to EUR 67 million of cash before income tax, and approximately 15 months after the completion date, we should receive the remaining proceeds, subject to the terms of the asset purchase agreement itself. The gain on sale is currently estimated at approximately EUR 70 million before income tax. The consideration received opens up opportunities to accelerate the company's growth.
They're likely to be used to finance organic and inorganic investments in the platform to manage our balance sheets, including net debt and more general corporate purposes. If we take a step back, the sale of the social card games portfolio is a good example of Azerion building and scaling valuable technology assets, in this instance, then validated by a sale to a commercial third party. I'll now turn to provide more color on the financial performance of the group. Turning first, to Q2, our net revenue, for the, Q2 2023 was EUR 122 million. That's an increase of approximately 17% year-on-year, and mainly driven, as you will have seen, by platform performance. We've continued to focus this quarter on driving the integration and consolidation of previous acquisitions and finding efficiencies across the business.
This is continuing to show in our numbers with an increase in adjusted EBITDA in Q2 2023 to approximately EUR 18 million-EUR 18.5 million, which is more than a 58% increase year-on-year. As discussed last quarter, we've been executing a series of initiatives which were expected to result in an annualized saving of at least EUR 15 million as compared to a January 2023 baseline. As a result of the progress made in executing those programs, we're today upgrading our expected annualized savings to be at least EUR 20 million compared to the January 2023 baseline, excluding any effects from foreign exchange. The reason I look to January 2023, in particular, is because that's, of course, the first month where all of our acquisitions in 2022 fully contributed to the cost base.
So it's a very useful starting point to look at the benefits of the cost and efficiency program. Turning now to H1, our net revenue came in at approximately EUR 235 million. That's an increase of approximately 18% over the same period in 2022, again, mainly driven by the performance of our platform. Adjusted EBITDA for H1 grew more than 55% year-on-year, largely due to revenue growth and, of course, efficiency savings from our consolidation and integration work. Turning directly to the platform, our platform segment recorded net revenue of almost EUR 100 million in Q2 of this year, up by just over 21% compared to the same quarter in 2022.
Our H1 net revenue was in the platform EUR 189 million, which is up by just over 22% year-on-year. Our platform adjusted EBITDA grew by approximately 68% in Q2 of 2023 year-on-year. And that's to a number just over EUR 13 million. In H1 2023 year-on-year, adjusted EBITDA growth was around 71%, coming in at just under EUR 70 million. Our operational KPIs try to provide greater color on the performance of our advertising business. With the number of acquisitions made at the end of the past year, these KPIs are continuously being reviewed.
For Q2 2023, we've reported our previous non-financial KPIs with the addition of information from newly acquired businesses, something we mentioned we were going to do, in the last quarter for you. So these numbers now include the average number of digital ads sold per month and the gross revenue per million processed ad requests. These figures actually help demonstrate the growth of the platform and our continued focus on making our platform more efficient. So let me explain what it measures. Essentially, every time we receive an ad request in our advertising auction platform, similar to a physical auction, we incur costs just to participate in that auction. However, we only generate revenue if we win the auction and display a digital ad from one of our advertising clients.
Unlike some peers that report total number of impressions, which is a number of requests, we like to report on the number of ads sold and how much revenue we're generating on the ad requests we accept and process. This shows how the auctions that we win remunerate all the auctions in which we participate. As you can see in the bottom graph, this KPI is relatively seasonal. We can also see an improving trend in our efficiency and profitability. Average digital ads sold per month increased toEUR 13 billion in Q2 2023, from approximately EUR 9.5 billion in the same quarter in 2022. That's an increase of approximately 37%. Average gross revenue per million processed ad requests grew to approximately EUR 36.3, which is an increase of around 59% year-on-year.
So we remain excited about the growth potential of this business and the value that we can generate from economies of scale and efficiencies, efficiencies that are driven by that platform. Let's now turn to the Premium Games part of our segment. So moving to Premium Games. In Q2 of 2023, our net revenue was approximately EUR 22 million. That's an increase of around 3% compared to Q2 of 2022. The Premium Games net revenue in the first half of 2023 was close to EUR 46 million. That's an increase of almost 5% compared to half year 2022. Adjusted EBITDA for Q2 2023 was approximately EUR 5 million, an increase of close to 37%, as compared to Q2 2022, mainly due to the benefits of ongoing efficiency programs.
Turning to our operating metrics, daily active users in Q2 were relatively stable compared to the same quarter last year. Our main focus has been and has remained delivering growth and profitability, resulting in an increase in the revenue per daily active user to EUR 0.42, up about 5% year-on-year. We continue to integrate and identify cross-segment synergies, for example, by increasing integration of brand advertising into our gaming and social environments, and as Sebastiaan has mentioned, innovating in our Habbo X: Alpha 2 environment, allowing brands to collaborate with audiences and create engaging digital collectibles. Looking at the financial framework slide, as previously discussed, our business is relatively seasonal in line with the industry, with Q4 usually the strongest quarter for the industry.
Mainly because advertisers, of course, tend to invest more in the run-up to the end-of-year festive season. You can see that trend in our last five-quarter rolling performance. We continue to generate positive cash flow from operating activities with CFFO of approximately EUR 7.5 million for Q2 2023. If we turn to net interest-bearing debt for Q2 2023, we remain relatively in line with Q4 2022. Applying that information, as at 30th of June 2023, and the full-year 2023 guidance of expected adjusted EBITDA of at least EUR 75 million, implies an illustrative net interest-bearing debt over adjusted EBITDA ratio of approximately 2.4x. If we include into that illustrative analysis some portion of the initial consideration from the sale of social card games, then the pro forma ratios, of course, reduce.
As previously discussed, the management team has been fully engaged in evaluating our options available to refinance the bonds, and today have announced mandating a banking advisor to conduct a series of fixed income investor meetings, and subject to, amongst other things, market conditions, a bond issue may follow. I'd like to now provide a quick update on our guidance for 2023 and midterm growth, taking into account the sale of our social card games portfolio as from the 28th of August, 2023. As you may well recall, we previously guided towards a full year 2023 revenue of around EUR 560 million. We're updating this to reflect the sale of our social card games portfolio. Of course, with that gone, that business will no longer be providing revenue for the remainder of the year, so that's September and Q4.
That results in an estimated group revenue of around EUR 540 million for the full year 2023. We expect annual net revenue growth to be around 15% in the medium term. For a djusted EBITDA for the full year 2023, we maintain our guidance of at least EUR 75 million. This guidance is informed by the progress that we've made in integrating past acquisitions and the benefits of our ongoing cost program, combined with the overall benefits of our scaling platform. Furthermore, we continue as a result to expect our adjusted EBITDA margin to be in the range of 14%-16% in the medium term. I'd like to now hand back to Umut to close out today's presentation before the Q&A part of the discussion.
Thank you, Ben. It has been an exciting first half year of the year for Azerion. We have made significant progress in establishing a robust platform that has been designed for scale. We have achieved this through the accelerated integration of previously acquired businesses, developing our tech stack, and partnering with new publishers and advertisers. We strategically divested the social card games portfolio as we transition our focus towards platform segment as we see greater growth in this line of business. We upgraded our anticipated annualized savings due to our cost efficiency program, which gives us confidence to achieve our full year guidance of around EUR 75 million. With that, let me open the call for questions. Operator, who is our first question, please?
Yeah, we will now move into our Q&A session. For those of you who are joining us via Zoom, if you would like to ask a question at this time, please raise your hand by clicking the Raise Hand at the bottom of your Zoom window under the Reactions button. Once called upon, please unmute your audio to ask your question. For those of you watching on the webcast page, if you'd like to send a question through, please type it in the Q&A box on the right-hand side of the player. These questions can be sent in at any time during the presentation, and they'll be addressed after the live Q&A portion of the event. To start, we'd like to take our first question from Thomas Singlehurst at Citi. Thomas, if you could please unmute yourself and ask your question. Thank you.
Yeah, good afternoon. Hopefully, you can hear me.
All good, Tom.
Perfect, perfect. Exciting when the technology works. Yes, so, first question on the market outlook, if that's possible. I suppose there's a broad expectation that the sort of outlook for digital advertising will see an acceleration across the back half of the year, in particular into the fourth quarter. I was wondering whether you have any line of sight on a sort of similar profile and your views on the market outlook before we consider the ability for you to take share? That was the first question.
Okay.
The second question, or should we do them one at a time?
Yeah, maybe one at a time.
We can do them one at a time.
If we could, yeah. So, Umut, perhaps you'd like to pick that one up. So outlook for the rest of the year, how you see, how do you see the market? So it's not our system market.
That, to be honest, the market in our sector was, especially the first half of the year, not that easy, and you saw it from all kinds of trends. But in H2, from our perspective, for Azerion, we expect a quite good outlook for H2. Maybe if you want, Sebastiaan, you can also add.
Yeah, I think in general, of course, the advertising business is pretty seasonal, so you will see the market picking up towards the end of the year, as Ben also said, based on the lead-in to the festive season. At the same time, if you look around, all of the messaging on advertising post-COVID and Ukraine, it's still not massively growing this year, and some people have been pretty much hurt by it as well. So it's in the short term, it's the usual increase towards the end of the year. Multi-year or next year, yeah, it's interesting to see also what the rest thinks, but it's not gonna be easy to grow very fast.
Okay. Thank you, but.
Uh, uh.
Just a second question.
Yeah, yeah. I've got a couple more. Second one, high level. Obviously, I maybe real sort of angst about this is subsiding a little bit now, but over the summer, obviously, a lot of questions about sort of generative AI, AI more broadly, automation, and the risks and opportunities in the ad tech sector. I would love to get a, you know, some sort of high-level comment from you on how you perceive the opportunity and risks from generative AI, in particular, and AI more broadly, for your operations. That would be very useful.
Great. So look, I think what we'll do on that one again, I think it'd be interesting to start with Umut. He'll give you a perspective, and then likewise, then hear one from Sebastiaan, and, that will also help you see how the management team sort of brainstorm on this stuff.
Of course, of course, of course. I mean, there's continuously yeah, we are working in a technology environment where there are continuous improvements and technologies, and of course, with our research and development team, we are reviewing them, we are adding them, we are testing them, and that's what we have to do, what we have been doing, let's say, for the last 10 years, so and that doesn't change, of course.
Yeah, I think so you said that, there's a bit of hype there, like, the metaverse, not that long ago. And of course, within that, there's the fundamental future of it and a little bit of the, yeah, let's say the story around it. I think on the AI, but also machine learning, it's been imperative, basically, in our platform already, that we have the machines help us to understand what works and what doesn't, because we're talking about hundreds of millions, if not billions, of auctions every hour. So, it's very useful to have the machine learn from that and also advise basically on which direction to go.
So the optimization that we are also discussing in this call about our smart bidding process, yeah, a lot of that is based on machine learning and AI, if you want, therefore. So tuning the platform to perform optimally is always gonna be computer informed, and therefore AI is part of it. Also, in our Premium Games division, you can imagine that people like social gaming more than just individual in general. So there's a lot of our platforms have communities in there, and the ability for generative AI to play a role in the experience of the people is immense.
Sometimes you have the real person on the other side, but to make sure that the environment, for instance, if you're in a virtual hotel and the receptionist there behaves in a very credible manner, let's say, or friendly manner, is of course enhancing the experience that people have that come into the hotel. So generative AI, as in, making sure that the environment and the gameplay is as immersive and interesting as possible, is also a very important part of our existing business already. So those two items, I think you can see a little bit how we're already doing it and what the future is.
Great. Thank you. Tommy, I think you have one more question, then we better move on.
Yeah, one more. Sorry. I mean, you've made progress with on the rebalancing side already. So you've delevered quite substantially with the social card game sale. Big progress in the integration. I presume, though, going forward, as you mentioned, that M&A is still gonna be part of the sort of growth strategy. Can you just talk about where there are gaps in terms of capability and geography, just so we can understand, you know, what, where you're gonna be putting emphasis in terms of future M&A?
Perhaps, Thomas, pick that one up.
Yeah. Good, good questions. Of course, there is still a huge amount of opportunities in Europe, and also, during the presentation, Spotty explained a little bit. So, yeah, there are many opportunities, and of course, we are also now looking more and more to North America, where we have now our own, let's say, company, and yeah, we are growing quite good there. If you look at it from the, let's say, the position, I think on the technology, we made huge progress. We are now, I would say, almost complete in our platform way of thinking.
The new investments probably will be looking for new demand opportunities and for, let's say, entertaining publishers.
Okay, that's great.
Shall we take over to Spot, maybe, can you or Ben?
No, I think that's that makes total sense. So, geographies we were in yet, content and supply that we think is interesting, especially because we're multi-market, it's also very local and geographically diverse. So yeah, that's probably it.
Okay. Thank you, Thomas. We'll just rotate round, but obviously, you can come back if you've got any further questions. So, operator, can we have the next set of questions, please?
Yep. Our next question is from Matthew Walker at Credit Suisse. If you could please unmute yourself, Matthew, and ask your question. Thank you.
Matthew, are you there? Okay, we'll come back to Matthew.
Yeah, I think. Can you hear me all right?
Yeah, now.
Okay, perfect. Thanks a lot. Just a couple of questions, please. The first one is on the medium-term guidance. You said something like 15% growth. Obviously, I'm gonna ignore the deconsolidation of the social card portfolio, but the platform's, you know, organic growth this year is gonna be something like between 5% and 10%. Next year, you won't have, you know, much in the way of M&A contribution. So how are you gonna get to the 15%, you know, for the—let's just take the platform game for next year on organic growth? And then the second question was, how are you gonna use the proceeds from the social card sale?
How much of that is gonna go to deleveraging, and how much is gonna be used for M&A or other, you know, organic investments?
Okay. This one? Yeah, great. Thank you for that, Matt. So, I'll, I'll probably take both of those, actually. So the first question was how do we think about driving organic growth in line with the, the medium-term guidance? Look, I think from a sort of finance perspective, obviously informed by Umut and Sebastiaan and the team, the way that we have thought about it is we've, we've sort of gone through the last six months, where we've been relatively introspective in our focus. It's been all about bringing together the businesses, bringing together and integrating the platform.
Obviously, whilst you're doing that, your mind, your resources, your people are focused on a lot of technical and internal work, and obviously, there's an element of internal disruption caused as you move people around and you reorganize. We do feel that we are significantly complete on that work, although there is a bit more to follow in Q3. But what that allows us to do, if you like, as a business, is reset, and then the team resets, focused on that organic growth. I think coming back a little bit to the question on macroeconomic environment, what we do think is a theme is particularly in the advertising market a concentration or a movement of market towards the larger scaling players.
With obvious exceptions, we feel that there's a lot more pressure on the smaller players in the market, and that gives us a huge opportunity to leverage the platform that we've created to drive strategic dialogue and commercial deals with our advertisers and publisher partners. And take advantage of that really, interesting market for us, to ultimately win market share. And, and that, I think, is how we as a team have thought about it in informing our judgment on the medium term. On your second question, which is, how do we allocate the proceeds from the sale? Well, I think you identified the buckets well.
And as ever, with these things, we haven't yet made a formal decision on an allocation between the various buckets, but it is likely to pick up all three of the areas that I think you've talked about. Clearly, there is an opportunity to take some of those proceeds and invest in both organic and selectively, if appropriate, inorganic opportunities. But we'll do that in a considered way, really looking and thinking about what makes the biggest impact for our business and for shareholders. The second piece, of course, we've announced the mandating of our banking advisor to help with some market sounding on the refinancing itself.
Clearly, the feedback that we get from that loop and the discussions and thinking will inform our decisions as to how much of our proceeds we should be using for some element of either net debt reduction or indeed deleveraging more generally. Then the third bucket is what I would call sort of general corporate purposes, that there's a lot we can do to continue to invest in the business, the day-to-day business, and people around those business lines. And we will be obviously making sure that we get that allocation right, but no formal allocation yet, but all of those are very much at the heart of the conversation that we're currently having.
Okay, thank you very much, and good luck.
Thank you, Matt. Operator, next set of questions, please.
Our next question is from Wim Gille at ABN AMRO. If you could please unmute yourself and ask your question.
Wim, just checking if you're there.
Yeah. Can you hear me now?
Yes, we can.
Very good. Thank you for taking my questions. The first one is for Ben. My usual question about organic growth, as you can imagine. So, if I back out the eight acquisitions that you've done since the second quarter of last year, I see about more or less stable revenues, year-over-year in the platform business. So can you, let's say, give us a bit of a feeling about the dynamics that take place here? So what's market growth? What is related to basically pruning unprofitable revenue in historical acquisitions, and what is market share gains?
Okay, talk a little bit about, you know, how that, organic growth, is built up, and also give a bit of a sneak preview into the second half of this year, where basically, there will be much less tailwind from M&A in terms of growth year-over-year. So how should we think about it? Is the organic component going to pick up in the second half, or should we be looking at a deceleration of growth here?S econd quarter, set of questions.
Is that okay? I want to take all the questions, Wim, yeah.
Yeah. Well, you can take the first one about the organic growth.
Yeah. So.
And then we go side.
Yeah. Let me take that one first. So, I think you started in the right place in terms of your, if you look at it in the round, you start with a sort of implicit assumption of around stable revenue. I think the second point you made was also right, that as we started to integrate or have now integrated substantially the acquisitions, we've worked through and quite ruthlessly worked out revenue that we didn't want to keep, was not at the right margin, was not the right type of revenue. As a follow-up to our discussion in the last quarter's call, I think as a very, very round outline for you, now, I see that reduction, that giveaway of revenue being for acquisitions in the order of around 20% or so.
It's relatively meaningful in terms of how we work through. Could be also, depending on the acquisition, a bit higher, could be, depending on the acquisition, a bit lower. And so to the point you're making, if you sort of see relative flat, you're thinking about that sort of element of contribution being taken out from the acquisitions, and then it's our job to organically build back up from there. And I think as at least at a very high level, the way I see it is in line, I think, with Matthew's comments, that that points to sort of mid-single digit or possibly a bit higher organic growth, using that sort of methodology, reminding you of the obvious caveats that I made last time around, that the more we integrate, the less visible it is.
So that is very much at a very high level and not terribly precise approach that I've just played back to you. But, hopefully, I think it aligns probably the way you're thinking about it. On H2, your second part of the question, well, I think to some extent I've just answered that with Matt's question. We really feel that we've come through a pretty intense but productive half year of consolidation and integration. We feel that we can very much train our focus and in particular some of our commercial and technology leads back on the outside market. We're obviously, as Sebastiaan has mentioned, hitting the most interesting and dynamic part of the year for our industry.
We do believe, to answer your question, that that should help drive growth through the interactions that we've already obviously very much engaged in, but continue to see, hopefully accelerating between now and the end of the year.
To summarize the growth part, underlying, we're looking at roughly mid-single-digit growth. For the second half of this year, you hope to accelerate on that mid-single-digit growth, given the fact that, you know, most of the internal looking stuff is more or less behind us now, and we.
Yeah, we see very much, yeah.
We look as it.
But we very much see.
Yeah.
An opportunity ahead of us. Absolutely.
And then moving to cost side, based on the chart that you showed in the presentation, your headcount is down, roughly speaking, 20% since January. That's a sizable achievement, obviously. First of all, can you send us the actual historical data? Because it would be quite helpful in modeling. But far more important, do you see further room to cut here? i.e., is there more room to, to optimize, on the FTE number? And, in relation to that, if we look at the EUR 20 million in cost savings, that you have, I, I can only assume that most of it is FTE related, just cutting the headcount.
But can you also give us a bit of a feeling, a split between FTE cost and out-of-pocket expenses, that you've been able to spend in that EUR 20 million number? And then I have a follow-up question, a last question on the earn-out, but let's move to the cost one first.
Okay. I think your line's not perfect, Wim, but I think I got all of those. But if I misanswer, just correct me on the question. So the first part, I think was, you're seeing obviously in the graphic that we provided, a significant reduction in FTE, which is absolutely correct. Just as a sort of measure, which I think is quite interesting actually, the FTE count, as at the end of Q2, was actually lower than the equivalent FTE count for Q2 of 2022. So if you just take a step back for a moment, the amount of efficiency that we've brought to the platform in that year, we've gone back to more or less where we were in Q2 of 2022, notwithstanding eight acquisitions made in the meantime.
So it's quite interesting to just think about that for, for a moment. In terms of opportunity for the future, well, look, we do believe that we are significantly complete. Having said that, I did mention in the press release today that we do expect a restructuring charge for Q3 of around EUR 1 million or so. And so if you look at the progression, we had a restructuring charge in Q1 of EUR 3.3 million, and Q2 of EUR 4 million. And so whilst we're not done, in answer to your question, you can see order of magnitude, that we envisage that coming down very significantly with just some final work to be done in Q3, which obviously we're moving on with. So, that's sort of how we see the shape on the first part of your question.
On the second part, which was the split, of or rough high-level split of, the contribution to the annualized, savings that I, I've talked about and guided to, in answer to your question, very significant, majority is driven by headcount. There are some, OpEx savings or other OpEx savings in addition, but it's sort of very high, sort of 80%+, coming from headcount, if not a little bit higher. So that, that's a principal driver, but there are other, synergies that I've talked about in the presentation. Office leases being closed out, migration to single cloud contracts and so forth, all of which contribute to that, annualized saving.
Thank you. And then the last question about the earn-out that you can potentially earn on the divestment of Youda Games. Do I understand it correctly that we look at the incremental EBITDA over EUR 13.5 million and put a multiple of 6x-7x on that incremental EBITDA for the earn-out? i.e., if the portfolio makes EUR 18.5 million in EBITDA, i.e. it's EUR 5 million more than the baseline in the coming twelve months, is my understanding correct, that I should look for an earn-out between EUR 30 million-EUR 35 million if the EBITDA goes up by EUR 5 million? Is that the way to read it?
In short, correct. The reference period starts at first of October, and as you say, there are sort of two components to it. One is the multiplier, which as you rightly point out, is 6x-7x , both inclusive, so 6x-7x. And that is itself dependent on the revenue growth, and there's obviously a methodology that we and our partners have agreed for the purposes of tracking that. And then again, correctly, we've got a methodology for what we call the carve-out adjusted EBITDA, for want of a better description, which is your EUR 13.5 million that you've referenced, and we talk about in the press release, and it is any increment to that which is then the base against which the multiplier is applied. So your example was correct.
Perfect. The immediate follow-up question, obviously, is that the remaining premium gaming portfolio has become quite small. It's now, you basically sold half of the business, so we end up with a business which is less than 10% group results. So how core is the remaining gaming portfolio to the business? And is the divestment of your games going to impact your reporting, and if so, how?
Okay, a few loaded questions there, so let me unpick that a little bit. Is it going to change our reporting? I guess you're saying, are we going to remove a segment? No, we will obviously continue to talk about both platform and premium games. But at the same time, I think all of us in different ways have sort of made the point that the premium games team and offering that remains is much more closely aligned with our platform. We see opportunities to drive cross-segment revenue. We see opportunities to engage with our advertising clients and indeed bigger brands in and around both the types of product that we have, the metaverse environment, but also the social casinos.
There is a big overlap with some of the publishers that we work with. So there really is a proximity of relationships there. At the same time, you know, as we've always said on Premium Games, we are looking to manage that for value, and we'll continue to do so. So it's a combination of further integration, leveraging the synergies and the relationships that come with the remaining Premium Games, just continuing to drive efficiency and value in that part of the portfolio.
Thank you very much.
Thank you very much. Operator, do we have anyone else who would like to ask a question?
No, that is all the questions here. I'm just gonna pass back over to you, Ben, for the written portion of the Q&A.
Right. Thank you very much. Let me just check. Yes, we do have, I think, a couple of questions that have come in, so let me just read those out for everyone. So, Leon Lincoln has kindly submitted a question. If the total cost savings will be around EUR 20 million, then the increase in EBITDA increase is due to cost savings only. Is that true? No, it is a combination, I think, of the top-line contribution, supported by those savings that I've talked about. Hopefully, as part of some of the other questions, you've obviously got a feel for that.
You know, we do see, opportunity to grow the top line, particularly as we, we move towards the, very productive second half of the year. And we do feel that our teams and our resources can really train their focus on that opportunity. But at the same time, the adjusted EBITDA increase will also be contributed to by the EUR 20 million. And just as a little detail to it, maybe what you have in mind, the EUR 20 million is an annualized result. So what I look at is a month-to-month progression against that starting point in January. It's not, of course, the full amount that we will necessarily realize in the year.
And so that's how the balance, I think, hopefully becomes clearer to you of, we do see an increase in top-line contribution, but also these savings coming through, which then become fuller and fuller run rate into next year on an annualized basis. But thank you very much for your question. Okay, we've got a another question, I think. One that relates to our integration approach. How does Azerion approach harmonizing the diverse technological infrastructures of acquired companies? That feels like a good one for Umut, I think, to start with. So, Umut.
Or do you want to take this one?
Yes, that's okay.
Okay. Go ahead.
So harmonizing technology infrastructure is basically, it's two ways. Before we acquire a company, of course, we're already looking for alignment. So if the company has a, let's say, wildly different infrastructure than we are using, then we know upfront, and we can either make the decision to actually integrate that into our own stack or not to do the acquisition. So harmonizing is something not that suddenly come in our way, but that we do with a very set mind before. So once we do the acquisition, very likely there's already a plan, and the company is close to our own, you could say, architectural philosophy. So that means that we then move the cloud contracts to our AWS. We put the developers on the same development environment.
Also, what we're increasingly doing, which has been part of the integrations, has been that we are building, let's say, platforms to centrally manage the billing and invoicing of publishers or clients. So that means that we then, any acquisition, put on this new platform. So it's all about moving, let's say, in a similar direction, but adding it to what, where we are already at. So that hopefully helps. Before the acquisition, we are looking at whether they're already a nice fit, and once we are integrating, we put them on our stack, basically.
Okay, great. Thanks, Wes. Just looking to see if we've got any further questions. So, I think we've got one more question by the looks of it, which is: What do you think will be the key drivers for Azerion in the next 12 months? So, Umut, perhaps if you could pick that up for us.
Of course, of course, Ben. I think. I will also wrap up the discussion about buy and build strategy, but that's really important. I see a lot of questions around this, let's say, topic. I mean, we have been executing the buy and build strategy successfully for the last seven to eight years. Yeah, and what I have learned is never change a winning strategy, and that's what we will do. But buy and build doesn't mean we continuously buy or we continuously build. It's sometimes that the company chooses to have a focus period, and especially in H1, after a huge amount of, let's say, acquisitions, we have chosen the first half year to put the focus on build.
But if you look to the market circumstances, then we see lots of opportunities in Europe, especially also on the buy side. Because the market is not going trending very well, and that gives a huge amount of opportunities on the, let's say, the buy part of our strategy. And I can also say our, let's say, M&A pipeline has never been that big as we have now. So yeah, that will be, I think, also one of the focus areas looking to the different companies around us and mainly, of course, in Europe.
Okay, that's great. Thank you, Umut and Sebastiaan, and indeed, operator, thank you very much. I think, on that basis, we've now come to the end. I see no further questions. So thank you very much, everyone, for joining us. It's always appreciated that you give us your time. So have a good rest of the day, and again, look forward to catching up with you at the next call.