Good afternoon, everyone, thank you for joining us today for 888 2022 full year result presentation. I am Yariv Dafna, the Group CFO, and I will run through the financial before handing over to Vaughan Lewis, our Chief Strategy Officer, to run through strategic progress before we take questions. Starting with slide four, our three key priorities are our management team, ESG and sustainability, and driving the execution of our plan as articulated at our Capital Markets Day. We have a strong operational management team in place, and the Board priority right now is to appointment of permanent CEO. This is a business with a platform to become a top three global operator, and we are committed to appointing a CEO that will lead the team to deliver the potential of this business.
The focus of the board is therefore on making the right selection rather than just making a quick selection. We are making good progress with our search, and we intend to make an announcement of the new CEO in the coming month. Our second priority is ESG and sustainability. Vaughan will provide more details on our progress during 2022 later on. However, I would like to address upfront the critical area of player safety in light of the recent announcement regarding settlement with the UK Gambling Commission and our internal investigation in relation to the Middle East. In late March, the UK Gambling Commission announced a GBP 19 million regulatory settlement with William Hill in relation to historic player safety failing. The failings occurred before we owned William Hill, so we could have had no bearing on the area that were investigated.
However, the team had already taken significant remedial action, which we have further reinforced following the acquisition. As a result, the business is now in a far stronger position from a compliance perspective, and with the improvement action having already been taken, the announcement of the settlement has no further impact on our UK operation or revenue expectations. The settlement does not fall under any of the indemnity provision we had with Caesars. We will be paying the full amount. Having said that, the amount was in line with the range of expectation we had when we negotiated the GBP 250 million reduction in consideration. It was fully provided for. This historical failing are not acceptable. We all share the GC commitment to improve compliance standards across the industry. We will continue to work with the regulator and other stakeholder to achieve this.
Finally, the Board third priority is execution. We outline clear plans to deliver shareholder value at our Capital Markets Day. We continue to work with our management team to deliver the potential of this business. Turning to slide five, I would like to comment on the action we took to suspend the VIP accounts in the Middle East, as well as the swift action we have taken to rectify this situation. Over the last year, we have invested significantly in our compliance team, headed by our new Chief Risk Officer, Harinder Gill, who joined the group last summer. The compliance team has new personnel, procedures and policy and are charged with a mission to drive higher standards across all areas of risk and safer gambling. As a Board and management team, we are fully committed to this.
Our internal team initially identified failure where our safer gambling policy were not being effectively applied. Further investigation identified a broader issue within a specific cohort of player, namely our VIP in the Middle East. The board took the prudent decision to suspend all of these account while the compliance team investigated the situation further. While this was very disappointing development, the business responded quickly, and we have been able to remedy the failing. Furthermore, we are highly confident that our policies and procedures are robust, and this failure was isolated to a very specific cohort of players. We have found no further issues, and we do not anticipate any further action here. The only open item is the ongoing reactivation and reopening of account, where our team are ensuring we are fully satisfied that all policies and procedures are being correctly and effectively implemented.
I'm pleased to say that we have successfully started reopening account and recover revenue in the region. As you would expect, when player are blocked and we need to gather additional financial information, some of these player have stopped playing with us or choose not to provide this information. While we are unlikely to recover all of the customer and revenue, we are on track to recover around 40%- 50% this year. The impact of this is fully reflected in our guidance. On the right-hand side of this slide, you can see our business mix following these changes in the Middle East. Based on our current run rate, overall locally regulated revenue is over 90% of group revenue, and within the small dotcom portion, we would class most market as in process to local regulation.
In any case, no individual market within this bucket accounts for more than 2% of revenue. Moving to Slide six, we show the main item in the bridge between 2021 actual to both the 2022 reported result in our financial statement and our pro forma result. In the appendix to this presentation, there are some more slide on the reported result, including details of the exceptional item being mainly purchase price allocation amortization and transaction and integration cost. On the left, you can see the revenue bridge starting from reported revenue in 2021 of GBP 712 million. In July 2022, we completed the disposal of our Bingo business, which contributed GBP 27 million to the decline in 2022 revenues.
On an organic basis, 888 revenue dropped by GBP 61 million, reflecting the regulatory and compliance headwinds that we have discussed extensively, including the closure of the Netherlands and the impact of our proactive approach to safer gambling in the U.K. The William Hill acquisition contributed GBP 615 million to H2 revenue, reflecting consolidation from the closing date on July 1st, 2022. After reflecting this transaction, this give our reported revenue of GBP 1.24 billion. Our Bingo business contributed GBP 20 million to revenue in the first half of 2022. After removing that and adding William Hill revenue of GBP 630 million for the first half, pro forma revenue for the full year were GBP 1.85 billion. On the right-hand side, you can see the same build- up from 2021 actual to 2022 reported and pro forma adjusted EBITDA.
It is important to say that revenue of GBP 1.85 billion and adjusted EBITDA of GBP 311 million were in line with our guidance from the investor day. In slide seven, we present the revenue and adjusted EBITDA by segment on a pro forma basis. We operate the business in two main segments. The U.K., which include all of our U.K.. and Ireland online businesses and our retail business, and the international, which include all of our business outside the U.K., including the U.S.. For the UK, pro forma revenue were flat in 2022, reflecting a full year recovery of retail, which was up 54%, offset by online revenue down 20%.
The decline in online reflects some of the COVID unwind as customer went back to retail and other leisure activities, but mainly reflect the ongoing impact of our safer gambling measure, including a reducing stakes limit for slot to GBP 5 and GBP 10 and implementing more affordability check as soon as player have deposited GBP 500. For our international business, revenue were down 9%, reflecting strong performance in our current growth market, offset by a bigger decline in our optimized market, where we exited some market, including the Netherlands. Excluding the Netherlands, revenue were down 4%. adjusted EBITDA was GBP 311 million on a pro forma basis, in line with consensus and representing an adjusted EBITDA margin of 17%. Moving to slide eight, we made good progress on our three core priority that we laid out at our investor day.
Our first focus is execution of synergies. We delivered GBP 25 million of cash synergies in the year. The good progress that was made with integration enabled us to increase our 2023 target from GBP 54 million- GBP 111 million. Our second priority is improving our adjusted EBITDA margin. As we have been executing on our integration plan and delivering improved ROI from our marketing spend, we have confidence in our plan to deliver adjusted EBITDA margin above 20% in the full year 2023. Our third priority is deleveraging. We ended the year with net debt of GBP 1.73 billion. This represents leverage ratio of 5.6x on a pro forma basis, which drops to a little over 4x after reflecting the full synergies.
We continue to target below 3.5x in 2025, we will continue to be disciplined with capital allocation and prioritize debt reduction in the next couple of years. Our disciplined approach to capital allocation includes reviewing opportunity to generate cash from lower return or non-core asset. For example, we are selling some freehold properties, we have a 19.5 stake in SIS, which is undertaking a strategic review. Moving to Slide nine, I would like to provide a summary of our debt structure. At the end of 2022, we completed another part of our debt syndication, we now have a strong and long-term debt structure in place with no significant maturities before 2027. We also undertook further hedging at the end of last year, such that 70% of our debt is now interest fixed for the next three years.
We have also better matched our debt to our cash flow with about half of the debt in EUR, 43% in GBP, and only 7% in USD. You can find more details breakdown of the debt structure by instrument in the appendix of this presentation. This long-term and largely fixed debt structure give us better visibility about our future cash requirement and our expected cash interest cost of GBP 165 million-GBP 170 million for 2023 is consistent with our prior guidance. It is also important to say that our debt is fairly flexible from rate perspective. As we execute our plan and deleverage, we will have future opportunity to optimize the cost of the debt. Moving to slide 10, I would like to provide some details about our Q1 performance and some commentary on our outlook for 2023.
For Q1 2023, revenue were GBP 446 million, compared to GBP 469 million on a pro forma basis in 2022. The decline of approximately 5% is broadly in line with what we expect for the full year. We are pleased with the continued engagement we see from customer with active app approximately 6% year-on-year. We continue to see lower spend per player. The decline in U.K. revenues reflect a drop of 9% in online caused by the ongoing impact of our safer gambling measure, together with our focus on profitability that led us to remove loss-making or low-return revenues.
While we are seeing lower online revenue here, as we continue to remix the business and drive a low-spending recreational base, I'm pleased to say that we are seeing, and expect to see in full 2023, higher profit from the U.K. online segment and strong performance from the retail business. In our international market, revenues are down approximately 11%, which reflects strong growth in some of our core and growth market, offset by disruption in some of our dotcom market, like the Middle East, where we expect GBP 25 million-GBP 30 million full- year revenue headwind. In terms of the outlook, we expect 2023 revenue to be lower than 2022 by a low to mid single-digit percentage, largely as we outlined at our Capital Markets Day and as we saw in the Q1 performance.
On the profitability, I can say that we continue to track toward an adjusted EBITDA margin of above 20% for the full- year. It's worth noting EBITDA performance will be more H2-weighted given the timing of the synergies realization. For other technical guidance matters, see more details in the appendix. Most of it is largely consistent with what we gave at our Capital Markets Day. Finally, on slide 11, I just want to reiterate the 2025 financial target introduced at the Capital Markets Day last year. As we have discussed already, we are very focused on delivering a leaner, higher margin, more efficient business that will drive rapid deleverage and unlock the strong potential of our business.
Supported by our clear focus on our core growth and pipeline markets, we remain confident in our 2025 ambitions for over GBP 2 billion of revenue, at least 23% adjusted EBITDA margin, leverage of below 3.5x, and over 35p of adjusted EPS. I would like to mention again that additional financial information can be found in the appendix. I will now hand over to Vaughan to go through the strategic highlights.
Thanks, Yariv, and good afternoon, everyone. Turning to slide 13, this is a reminder of our strategic pyramid. This sets the guardrails for how we manage the business and prioritize our actions. Our goal is very clear, rapidly reduce leverage and drive high EPS growth. We will do this through clear priorities of integration and market focus. The business has been quickly changed from one that is competing at low scale in a huge range of markets, to one that is laser-focused on maintaining and building really strong and sustainable positions in three core markets and five growth markets. In these markets, we plan to grow market share by investing in our competitive advantages, namely product and content leadership, world-class brands, and customer excellence.
All of this is underpinned by sustainability and our critical foundations, which are our focus on players and player safety, on people and culture, and our commitments to the planet and environment around us. Yariv has already touched on the integration and deleveraging priorities, so over the next few slides, I'll discuss some of the progress we have made across the other areas of market focus, competitive advantages, and sustainability. Turning to slide 14, and a few highlights from our core markets in 2022. These represent approximately 70% of our online revenues. In the UK, while revenues were lower, this reflected the impact of our proactive safer gambling measures with reductions in maximum stakes for slots and a further increase in the proportion of players that have deposit limits in place.
While overall revenues are lower, it is really encouraging to see that we are growing our share of active customers and really driving a positive remixing of the business towards a lower-spending recreational base. Turning to Italy in the middle, we were pleased to see strong market share gains in casino for 888 during the year, with a really strong recovery in the second half of 2022 as trading trends normalized following this disruption from COVID. In Spain, on the right-hand side, you can see a similar trend with really strong improvement in trading in the second half of the year. Turning to slide 15 to look at how we focus on our other market archetypes. It was a busy year for our growth markets, launching in multiple new regulated markets, and this progress continued into 2023.
These launches all leverage our proprietary platform, giving us a strong cost advantage. In the U.S., we launched SI Casino in February of this year, and while it is early days, we have been delighted with the customer reaction. This has further reinforced our confidence in our U.S. strategy to focus on gaming states where the combination of our world-class product and content platform, and the strength of the SI brand gives us huge competitive advantages. In our optimized markets, we focus more on cash flow and profitability than growth, using our global services to provide incremental returns. You can see this group has reduced as a percentage of the total mix over the year. However, importantly, the contribution margin from these markets has increased by 3 percentage points from the first half to the second half of 2022 as we rolled out our market focus plans.
This group is a diversified mix of both locally regulated markets like Sweden, Romania and Portugal, and countries that we serve on our multi-jurisdictional or dotcom licenses. As John said earlier, no country in this group represents more than 2% of revenues. We've been pleased with our pipeline markets, with our Africa JV launching its first four locally regulated markets in the second half of the year, and we've seen really strong progress in these markets, with over half a million customers having enjoyed our products already. We're looking forward to further market launches soon. Turning to slide 16. I'm going to talk about our key enablers and how we drive growth in our target markets. Our key enablers are our three competitive advantages: products and content leadership, world-class brands, and customer excellence. On the slide, you can see some great examples of our product and content leadership.
This is all about using our tech expertise to build great customer experiences. Daily Wish is a daily free game that drives trust, engagement and brand loyalty. Build #YourOdds allows players to choose their own same game accumulators, and then has really clear and simple bet tracking and cash out. We're already seeing revenue upside from the combination through areas like using our huge and growing catalog of content with nearly 3,000 games now across the platform. This shows that we continue to develop exciting new product features for all of our brands and products alongside the work we're doing on integration. The integration will be the really exciting part, and then we'll be able to launch all of these features across all of the brands at low cost. Over on slide 17, you can see some examples of our world-class brands.
These great brands enable us to compete hard in our chosen markets, using the strength of our brands and our marketing expertise to drive more efficient marketing spend. As you can see on the chart, our marketing ratio in the second half of the year was 3 percentage points lower than in the first half of the year. Turning to slide 18, in customer excellence. This underpins our whole philosophy, understanding our customers, understanding what they want, what they don't like, and how we can engage them and create great experiences for them. One of the best ways to track our customer excellence is through player days and customer NPS. With increases here showing that our customers are coming back to us more as we are really getting it right and delivering what they want. We don't really want customers contacting us.
That usually means that they have a problem or an issue that we need to solve. The continued reduction in contacts per active that you can see here is really encouraging in that we are getting things right in the first place for our customers. This is also more effective from a business perspective as it reduces our costs. When customers do need to contact us, we want to provide excellent service, and our customer satisfaction scores are a great proof point here that we are getting it right. The center of excellence that has driven these strong results is now looking after all of our customers across all brands, which is one of the really major benefits of our integration. Turning to slide 19, I'm pleased to provide an update on our ESG and sustainability progress.
Our whole approach to business and our strategy is built on a foundation of sustainability. This means making the right decisions to deliver long-term value for our stakeholders. Our sustainability plan is built on our three pillars of players, people and planet. For players, we have continued to build on our ambition to create a safer gambling environment. This does impact our revenues in the short term as we intervene more and we stop players from spending more. It's the right thing to do to build a sustainable and trusted long-term business. For our people, we're committed to building a strong culture where our colleagues can grow their careers and thrive. For the planet, we were delighted to see a 44% reduction in carbon emissions, and our retail estate reach net zero emissions during the year.
To conclude with our continued progress against our position, plan, potential roadmap. During the first half of 2022, we strengthened our strategic position through the combination with William Hill, our exit from Bingo, and the formation of our African joint venture. During the second half and into 2023, we focused on the execution of our plan by integrating the businesses, delivering synergies, and creating a streamlined business fit for higher margins and a platform for future growth. We've made excellent progress against our plans in a short period. This gives us clear confidence that we are very well-positioned to deliver our 2025 financial targets that will unlock and create significant value. With that, I'd like to hand over to the moderator for questions.
Thank you to those who have submitted questions online. If you wish to submit a question, please use the question functionality in the toolbar at the bottom of the webcast. The first question comes from Christian Wild at FIL. Can you provide more background to the operating cash flow in FY22, particularly the working capital outflow? What is your expectation with respect to working capital in FY22?
Hi. In terms of the in terms of the cash flow, basically we already stated in the past that when we are looking into deleverage in 2023, we are expecting this to come from expansion of EBITDA and not from cash generation, which we expect to be quite neutral this year. We need to consider that as part of the normal cash flow that we have and we have also integration costs, cost to achieve synergies, and these will make our cash flow to be more neutral this year. When all these integration costs and exceptional costs will go away this year, we can expect to see more positive cash flow coming that to help us with the deleverage.
Now, in terms of the working capital, the working capital in this business it tends to be quite neutral. The significant working capital that you see in 2022 financial, it's coming mainly from a lot of exceptional costs, deal costs that was involved in making the transaction of acquiring William Hill.
Thank you. A follow-up question from Christian. One-off costs to achieve synergies of GBP 60 million in FY23, how much would remain past FY23, and what is the sequencing?
We mentioned already in the past that we are expecting in total GBP 100 million costs to achieve. GBP 60 million is, as said, it's scheduled for 2023. We had some of the costs already in 2022, the remaining will flow over 2023, 2024.
Thank you. The final question from Christian. Central costs in half two 2022 were extremely low at GBP 2 million versus GBP 26 million in H1, and GBP 13 million in H2 2021. Can you explain this?
This is, you know, we need to consider the simple fact that we consolidate from July 1st, the business of William Hill. There was some movement between the two halves, and some reversal of some of the provision, as well as some changes to the recharge that we do between the different business units. I wouldn't try, you know, to try to compare the number between different periods. It's really related to how much of the central cost will be charged into the different business unit than how many of them will remain as a central cost.
Thank you. The next question comes from Shu Ying Zu at Aon Asset Management. You mentioned the company was reviewing the potential monetization of non-core assets. Could you share what assets are under review? What the potential monetization channels are and the expected timelines?
I will start, and I will let Vaughan giving more comments on this. In general, we are not going to give the details about what asset we are now reviewing. In general, we are talking about small asset which are non-core. As an example, we gave the freehold asset which we are selling right now. We sold some in the Q1, and we will continue to do so at the, you know, during the next quarter. The holding that we have, the 19.5 minority position that we have in SIS, which now are running a strategic review. This is the kind of asset that we will be considering.
Beyond that, it's again, it's small, not material asset, which we are considering, if this is a part of our strategy to monetize them.
Thank you. The next question comes from Jan Holsbeek at Squarepoint Capital. Is the amount of GBP 112.7 million of loan transaction fees on page 20 as part of the net debt calculation an amount payable?
No. That reflects the historic structure of the debt, so that's effectively been paid already.
Thank you. The next question comes from Peter Low at Lucror Analytics. Regarding the Gambling Act Review, when do you expect the review to be out? Do you expect any additional headwinds relative to the current measures that you have implemented?
I'll start with timing and then hand over to Yariv on impact. Look, there's been a lot of activity in recent weeks, with a pickup in commentary in the newspapers and some of them look very well-sourced in terms of the content that they have from the White Paper, and it appears that that's in what's called write-around at the moment, where the department responsible for it are consulting with the other government departments for any final comments before that's launched as a new government policy. There's been suggestions in some of the local press here in the U.K. that that could be as early as Monday. You know, Parliament returns from Easter recess on Monday.
It's possible that it could be as early as the start of next week, or it could be the following week. If it's not in that period, there's a, there's a little break again, and it could be kind of mid-late May. We do think that the White Paper is very well formed and close to final. We do expect it to be published soon. In terms of the content of it, you know, it's been fairly well, flagged and trailed through the process, how it's developed. We've been making significant changes to our business in terms of, how we interact with customers, the stakes limits on our games, the affordability checks, and thresholds that we put in place.
I'll hand over to Yariv to comment on any further impacts financially.
In general, the White Paper is probably going to be an event of 2024 rather than 2023, even if we are expecting the announcement to come soon. Three element of the White Paper. It's the stake limit, which as mentioned by Vaughn, we are already at between 5-10, which is probably at the lowest end of what you see today in the market. Affordability, we did significant steps on affordability, and we feel like we are pretty much there in terms of what's going to be the new affordability rule. The last element, of course, is the marketing restriction, which we do not consider that to be a real issue for us financially.
If we look at our experience in the past from other market like, Italy and Spain, we managed actually to improve profitability, following a marketing restriction, that we're applying these markets.
The next couple of questions come from Patrick Serda at Nassau Corporate Credit. Are you able to provide more detail on the profitability of the non-core assets that you've identified for strategic review?
I mean, you know, Yariv commented on the sale and leaseback, you know, they're just sort of freehold assets that we're able to monetize. Again, Yariv commented on the 19.5% stake that we hold in SIS. The business there has initiated a strategic review of that asset. There's another listed business called Catalyst Media Group that owns a stake of just above 20%. You can get all of the financial details that are public from that business. In terms of other assets, you know, again, as we said, we're constantly reviewing our portfolio. We have a huge range of assets across, you know, different products, different countries, different IP, different pieces of technology.
You know, some of them generate revenue, some of them don't. We wouldn't comment on anything specifically, you know, and we'd announce anything in due course if there were any assets to comment on. Yeah, the two main ones to call out be, you know, the strategic review of SIS and the sale and leasebacks.
Thank you. A follow-up from Patrick. Are you comfortable with the current size of your RCF, especially in light of a large year of cash exceptionals?
Yeah. you know, maybe the right way to address this question is to talk about our liquidity levels. We finished 2022 with more than GBP 170 million of cash. We have a similar level of cash at the end of the first quarter. If you add to that the unused GBP 150 million RCF, this give us a liquidity level of more than GBP 320 million. This is well above what we really need to go through this year, especially that we are talking about this year being somewhat neutral in terms of our cash flow generation.
Thank you. The final question from Patrick. What is the amortization profile of the Euro TLA?
This is a bullet loan. This is not going to be mature before 2027.
Yeah. The only amortization is on the USD TLB. The others are all bullet payments.
Thank you. The next couple of questions from Mario Perkovic, from Marathon Asset Management. What are current sales and EBITDA coming from the U.S., and how do you seeing that continue to develop in 2023?
In 2022, we lost GBP 12 million in the U.S., quite similar to the level that we saw in 2021, and this is going to be also similar in 2023.
Thank you. The next question from Mario. How much of the current GBP 110 million synergies have you expected to receive in 2023?
No. Just maybe to make it more accurate. We are expecting in total GBP 150 million of synergies. GBP 110 of them, GBP 111 actually, to be achieved within 2023.
Thank you. The final question from Mario. Will you provide quarterly cash flow data in your reporting going forward?
No.
Thank you. The next question comes from Daniel Walter at MS. Is Q1 EBITDA going up year-over-year? We see cash flat in Q1. Is this due to working capital inflows?
We are not providing on a quarterly basis the result in terms of EBITDA numbers. We will provide the EBITDA number in the first half result. In general, we said that 2022, sorry, 2023, we are expecting more than 20% EBITDA. Having said that, considering that the synergies will be realized over the year, you can expect the first half of the year to be below 20% EBITDA margin and H2 above 20% EBITDA margin, with the average for the year to be above 20%.
The next question comes from Peter Kawada at Man GLG. How do you expect to keep cash broadly flat from GBP 176 million in Q4 2022 to GBP 170 million in Q1 2023, particularly when you have paid coupons on the bonds in Q1 2023? Is the movement driven by working capital?
It's, it include also movement of working capital. Again, you know, we are as a business, we are generating. If you look at in 2022, GBP 311 million EBITDA, this is well above the interest that we are talking about, GBP 165 million-GBP 170 million.
We have a follow-up question from Daniel Walter, MS. You had GBP 65 million of capitalized R&D in 2022. How much will this be in 2023?
We gave a guidance of GBP 85 million of CapEx. Out of these, significant part of this is capitalization of R&D. Against the GBP 65 million, you can assume it will be at a similar level in 2023.
Thank you. The final few questions come from Innes Chaffee at PGIM. Do you have to pay the UK fine in one payment in 2023?
Just for accuracy, this was a regulatory settlement with the Gambling Commission, and then therefore, it's not like a fine that you just pay it to the HMRC. Normally, you will wait for the GC to advise where to pay these funds and not necessarily it will go even in one shot. This is still unpaid as of now.
Thank you. The next question is relating to what was the amount of exceptional cash costs in 2022.
It's roughly, you know, James will look into this, but roughly, I would say it's about half. You know, we have in the exceptional, we have significant part of it is coming from amortization, from impairment of goodwill. Impairment of the platform of William Hill that we stop the development of. I would say slightly below half of the exceptional were cash.
The final question from Innes. Are you able to confirm that you expect to receive no fine from the Middle East investigation once that's fully concluded?
You know, we cannot guarantee that. We are not expecting that.
Thank you. As there appears to be no final questions from the online audience, I'd like to hand back for closing remarks.
Okay. Thanks, everyone, for joining us for this call. You know where we are. If you have follow-up questions, we're available on ir888holdings.com and be happy to follow up. Thank you.
Thank you very much, all.