Okay. Welcome to the Q2 2022 presentation for Play Magnus Group. I'm Andreas Thome, CEO of the company, and with me today is Dmitri Schneider, our CFO. We have some really exciting news today, as our board of directors has recommended an offer from Chess.com to acquire all the shares in Play Magnus Group. I will first go over the highlights of that offer before we take the Q2 and first half business updates and results. After this, we will also have a Q&A where Dmitri and I can answer questions, of course, both related to the quarter, first half and to the transaction. The highlight here is that the board, after some time now, after process, has recommended an offer from Chess.com to acquire all the shares in Play Magnus Group. The offer price is NOK 13 per share, 28.4% above the closing price of yesterday, August 23, and 44% above the 30-day and three-month weighted average price of the share. The offer price will be settled either in cash or share consideration, and shareholders owning more than 1% of Play Magnus Group's share capital can decide between settlement in shares of Chess.com and/or in cash. The offer has already received pre-acceptances representing 37.38% of the share capital of Play Magnus Group. We really believe this is a good offer for all parties involved. The offer provides a significant premium to the current share price, as I said, 44% above the last 30 days VWAP, and particularly under the current market environment, balancing growth and profitability has become more challenging for Play Magnus Group. Another consideration is that we believe the joint entity provides further opportunities for both companies' employees, but also for users and chess fans around the world. Very important for us is that the visions and the missions are really aligned between the two companies in growing chess as a sport and as a game. The offer is expected to launch on or before September seventh, but the completion has some conditions. It requires 90% of the shareholders to accept. It's also dependent on any relevant regulatory approvals. The Play Magnus Group should not have amended, modified or withdrawn its recommendation, and the agreement regarding Magnus's role following completion shall remain valid and in full force, and then obviously no breach of the transaction agreement. Very important to note is that this offer is not conditional on financing or any further due diligence. That is something that we've already completed. The offer will be published after approval from Oslo Børs, and the offer intends to make a compulsory acquisition of the remaining shares when they reach 90% acceptance. After that, they intend to delist Play Magnus Group from Euronext Growth. We will be able to answer more questions regarding this in the Q&A section. Now I will go through some of the highlights for the second quarter and for the first half. As we discussed in the earnings call in May, we have seen a more challenging market environment in the first half of this year. This led to the second quarter being a mixed quarter. We had revenue growth, but it was lower than what it has been in the previous quarters. On the positive side, we started to see an improvement on the EBITDA, both over the last quarter, Q1, but also over year-over-year. We have made significant progress to be able to achieve a break even on adjusted EBITDA level by the end of the year. On the positive side, we now see that our e-learning segments are starting to stabilize, and we have seen improvement in that business in July and in August. We also want to be clear that we, that our long-term outlook remains positive, primarily because this market, the chess market, is very early in its development. Okay. As we communicated on the last presentation, we expected revenues to be in line with Q1 and have an improvement in the EBITDA. Bookings for Q2 was NOK 6.3 million, which is up 4% year-over-year, and the first half was up 27%, given the strong first quarter. Revenue for Q2 was NOK 5.9 million, which is up 16% year-over-year, and the first half was up 24%. Average monthly paying users was approximately 57,000, which was down 5% year-over-year. Our PPU was at NOK 18.7, which is up 15% year-over-year. EBITDA was negative at NOK 2 million, but which is a real improvement quarter-over-quarter. We have 18%, and we have a 26% improvement year-over-year if you take the full first half. Our cash position at the end of Q2 was around NOK 20 million. Play Magnus Group has built a successful growth business, and we have scaled our revenue stream significantly over the last years. Short term now for the company is really about prioritizing to lower the cost base because we believe this is important for building a long-term sustainable business. We have a solid cash position, but getting closer to profitability is even more important now given the current, say, macroeconomic climate. You should notice that we have already reduced NOK 7 million of annual costs, which was starting to give meaningful effects already now from Q3. A few slides now on business update before Dmitri takes the financial section. As I said, Chessable revenue started to stabilize in Q2. The on-site activities that Chessable did, both in the candidates in India, both in the candidates in Spain and the Olympiad in India, really contributed to like recreate this momentum. We have also had many interesting releases of new Chessable courses. We had a Magnus course coming out early August. We have a very strong pipeline, and we have recently had releases with Ginger GM, with Aronian, and also with Judit Polgár. We just completed the first international major for the Champions Chess Tour with the FTX Crypto Cup in Miami. This was an amazing event, and our opening ceremony featured the first celebrity Hand and Brain, which was a lot of fun. We also launched some exciting campaigns together with FTX around a bespoke key to unlock different fan experiences for this FTX Summer of Chess. We had more than 28,000 claims of NFTs. We really created this like chess festival atmosphere where fans and players, they had a lot of activities there over the weekend. The next stop for the tour when it goes physical is going to be in San Francisco for our finals in November. That's going to again be a super interesting event, which we're going to do together with Meltwater in San Francisco. The Meltwater Champions Chess Tour is really growing in popularity. We're also really proud to announce that we've become shortlisted for the Digital Entertainment Award from Leaders in Sport. Another very important thing, and we talked about it also the previous quarters, how many of our partners are re-signing. Of course, we are very excited and very happy that Meltwater has extended the contract, and they will be the title partner for the Champions Chess Tour also for the 2023 season. That's something that we are tremendously excited about. I mean, our tech and product teams are really on fire, and so much has happened, and we are continuing to drive innovation in the chess space. As I said in the last presentation, in Q1, we launched a community-based feed feature in all of our smaller products in Aimchess. In this quarter, we also rolled that out at Chess24 to many, many more users as what is called The Wall. We're not stopping there. In Q3, we also have more new product releases, and one of the most exciting ones is the Magnus Chess Academy, which is a new super app combining the Magnus Trainer and the Play Magnus apps and the Tactics Frenzy into one app. That's something that we are planning to launch later this quarter. Yeah. With regards to outlook for the year, Dmitri will obviously come more back to this, but I think the key highlight here is that we expect the revenues to be higher in the second half of the year versus the first half of the year. We have good visibility on our business in the third quarter. We are going to continue to de-risk our path to EBITDA. We have taken out a lot of cost, and we have started to take optimizations from M&As that we've done over the last years. You know, this is going to continue to be our focus. The company is really, you know, seeing a good and, I would say, improved momentum going into the third quarter. I think with that, I will give the words to Dmitri. I'm sure there will be questions during the Q&A, so I really look forward to take those. Great. Talking about our KPIs, as Andreas mentioned and as we flagged last quarter, you know, bookings and revenue growth has been more challenging this quarter. You know, this is a function of market conditions, mostly as far as we understand it. If we dive a little bit deeper, you know, bookings were up 4% year-over-year. It's mostly a function of challenges in growing the monthly paying user base. That was down 5% year-over-year. You know, what we're seeing is, for example, at Chessable, the traffic is good, but converting, especially newer users, has become a bit more difficult, as people are a bit more conservative given the economic climate. The people that are still have been using the platform, you know, the average revenue per paying user is still very healthy. It's up 14% year-over-year, which we're very happy with. Diving into the bookings a little bit, NOK 6.3 million, it's weaker than last quarter of NOK 8.1. I would just remind everybody that we did have very strong bookings from the tour, which of course it can depend on the specific tour partner and the timing, so that's a little bit more difficult to predict. We had really strong results there. This was more normalized this quarter, but still very strong as tour bookings are up in double digits around 15%. On the other hand, the e-learning business, you know, has been softer, and that's been kind of across the board. Of course, Chessable is our fastest-growing and largest business in that. It's been growing significantly over the past few years. Things there have been stabilizing, you know, since February. From February to July, it's been in quite a tight range, and we're seeing that July has been better than the other months of second quarter, and August is looking like it's gonna be even better than that. We're quite encouraged about that. It has been across the board, across some of our other learning businesses. This is not just company-specific. We do expect, you know, the continuing relevance of Chessable and all the product improvements to really start showcasing themselves in the near future and still remain very positive about the growth there long term. Looking at organic, here we show half over half. That's up 24% predominantly due to the tour, which is up 27%. If we look at the repeat and recurring business and subscriptions and courses, that's down around 7% half over half, mainly because of challenges in subscriptions, which have not been benefiting from some of the newer initiatives yet. We do think, you know, that will happen over the coming quarters. The companies that were acquired continue to contribute kind of as we had hoped. Looking at the tour partnerships, we re-signed several partners. It's always exciting when an existing partner re-signs, and it's even more exciting when they re-sign for the third consecutive year, that's Meltwater, our title sponsor. That just speaks to the relevance of the tour and the value that it provides. We're also excited that other existing partners like PUMA re-signed again for next year. We also have new partners like Flare Network, a Web3 partner that has been booked for this quarter. If we look at the revenue recognition, we recognized about NOK 2 million in revenue this quarter, on bookings of NOK 2.6 million, so the conversion ratio is around 80%, much higher than the 50% last quarter as we kind of guided to, back then. This is all in line with expectations. All of these—the majority of these bookings are gonna be recognized in 2023, adding more visibility for next year. Looking at the monthly paying users in a bit more detail, as mentioned, down 5% year-over-year. This is our first decline year-over-year. As mentioned before, the traffic and registered users at Chessable continue to show promising growth, but conversions to monthly paying customers have been a bit slower. People are a bit more conscious spending on the premium offerings that Chessable has. The existing customers have been quite stable, and we are seeing encouraging signs in July and August. Magnus Academy, similar trend as last year. The in-person business continues to be very solid, while the subscription businesses are still a bit more challenging. For example, in the Play Magnus apps, we took down the marketing there. We have seen some impact near term, but we are launching a new product offering, which is gonna be rebranded to Magnus Chess Academy in September. We expect more growth there in Q4 and beyond. Looking at the average spend per users, NOK 18.70. That's quite healthy, you know, stable, pretty stable versus Q1 and stable versus Q3, and higher than most of last year, aside from Q4. That's just continued to be driven by the improving product mix, as Chessable, even though it's been slower, is still outgrowing some of the other entities and products in our group. Looking at profit and loss, you know, of course, revenue has been more challenging in Q2, as we've talked about for much of this year. We focused a lot more on cost and accelerated a lot of the cost initiatives that had been planned for a while, as well as initiated new ones to really try to get to profitability as we had guided to for a long time. That's still our aim, and we believe we're making good progress here. While revenue is, as I talked about before, up 16% year-over-year, but slightly down quarter-over-quarter, adjusted EBITDA was - NOK 2 million in Q2 versus - NOK 2.5 million in Q1. This is much better than the same time as last year, which was - NOK 3.45 million, and Q4 was - NOK 3.7 million. We're making a lot of progress there. A lot of this has to do with lowering the operating expenditures. You can see if you look at the employee benefit expenses, that's lower than Q1. Consultancy costs also have come down. That's a function of the initiatives that we're undertaking in Q2. The Q1 consultancy cost initiatives that we have started to undertake at the end of Q2 will become much more visible in Q3 and beyond. We should see the general cost base, the core cost base continue to come down. Next quarter, we will have some extra expenses with the live event that we just organized in Miami. Of course, balanced by the increased revenue, specifically related to that tournament. Our cost savings program now, if we add everything up, is around NOK 7 million. It's not just labor. We're also looking at various things like moving offices, trying to cut that cost, looking at all our software. We've cut marketing spend where we didn't see the specific ROI. We're really looking everywhere to manage the cost base and try to get to profitability by year-end, and we still think that is a very realistic goal. We did take restructuring expenses, more restructuring expenses at the end of Q2, of about NOK 520,000. It's gonna be, we believe, the last such large restructuring expense. We don't expect any more or anything close to this size, if any, for the remainder of the year, and hopefully for a very long time. You know, we've gone through a very deep restructuring process, which was quite difficult, and we do not expect to do this going forward. We think we've set to get to the break-even. We have in Q1, to reiterate, we've centralized all the Chess.com tech resources in one team with Poland and Germany, reduced expenditure on the local language teams, changing the business model there. There's much more closer integration between some of the teams like the tour and Chess.com, and just streamlining general resources where we can. In Q2, the optimizations focused a lot more on Chessable and some of the support roles. As I mentioned before, looking at all other sorts of non-labor costs around rent, non-essential software, marketing, reducing some of the tour operational expenditures. You know, we think we've really made big progress there, and that should become visible even more so in the coming quarters. Looking at the balance sheet, we have a strong cash position of NOK 20 million. You know, there is an impact on FX given the weakness of currencies against the US dollar. I think that's kind of you know, there's a lot of FX impact in a company like ours that the cash position is one of them. You know, if we look at the next slide here on the balance sheet, accounts payable went down as New in Chess and Everyman Chess paid their annual royalties, and deferred revenue is higher due to tour partnership revenue. Here on the cash flow statement, I don't think there should be many surprises. Clearly, you can see the FX impact. That's probably one of the largest things to note. I think, you know, to summarize, you know, revenue trends have been more challenging. But at the same time, you know, things are stabilizing, and we are making big progress on costs and optimization and really getting the company to a healthy and profitable state by year-end. So with that, I think we'll leave it open for Q&A. Okay. Yeah. Thank you, Dmitri. We do that together, right? Yeah. Yeah. Yes. We'll now move into the Q&A session. We welcome you to submit any questions you may have in the webcast. We'll start here with one question: What do we as smaller shareholders do at this time? Will we all receive an offer from Chess.com? Yes. Everybody will receive an offer, and that offer will come out no later than September seventh. What happens to the management and other key employees in PMG? Will they continue in the new setup? Yeah. I mean, we are. We obviously have had some discussions with the leadership of Chess.com. I think good discussions, open discussions. The good thing is that these two companies, we are in the chess industry. Both of us, but we have focused on different areas. While Chess.com, of course, has a massive community, has you know, a big play zone, we have really specialized on the learning side and also building up the Champions Chess Tour. You know, these are quite complementary, even if we're in the same industry. You know, we have done a lot of cost improvements to Play Magnus over the last quarters. The plans we have now is that all the key employees and management will continue. Of course, we haven't agreed all of these details yet as this is an offer, but obviously we have started to have some of these discussions and very good discussions so far. How are things going on Chess24's play zone, and was this a factor in deciding to recommend the offer from Chess.com? No, I don't think it was a factor. I mean, that hasn't been one of our biggest areas of revenue or focus so far. We have always known that, like, it would be important to have a more competitive play zone. It's something that we have worked on, you know, and invested a lot of resources. We wish we had come further. I think for a joint company, it will benefit the other Play Magnus businesses, you could say, like Chessable, even Chess24, the broadcast. It could benefit to have more users and to have a very competitive play zone, you know, and to be part of that company. Magnus Carlsen has decided not to defend the World Championship title. What does this mean for the company? Yes, I mean, this is something that, I mean, we obviously have known. I mean, Magnus has talked about this for a long time, that like he has considered several times. I think now he was quite clear already from Dubai that, you know, unless something very specific happened with like who will be the challenger, this would probably be the right time for him to step down and that's what he did. He announced it now a couple of months ago. The great thing for us is that Magnus has absolutely not at all stated that he will stop playing chess. That's not at all his statements. He's probably going to be, you know, as active or more active than what he has ever been. I think this new opportunity here to get with Chess.com is something that will excite him a lot. You know, Magnus loves to, you know, challenge. He loves to, you know, build new things. He was extremely instrumental with us to create the Champions Chess Tour. You know, that's something that we see huge opportunities together with Magnus to continue to, you know, build, grow the game, but also come up with new formats for events, tournaments, tours that, you know, can help chess to go to the next level and grow this audience even more. Of course, together with Magnus, this is really possible. What is your certainty for achieving adjusted EBITDA in Q4, and how does this play into effect with the offer from Chess.com? The forecast is on a standalone basis, obviously. The combined company will have its own dynamics in that case. We have pretty good certainty. You know, as you can see from our numbers, we have been making very significant progress, and we have implemented even more significant actions at the end of Q2. Coupled with pretty good visibility on revenue for Q3, given additional tour partnerships, which we have already booked and just waiting to recognize, as well as some of the stabilization and some improvement in the trends at Chessable, we do expect Q3 to likely be better on revenue than Q2, and Q4 is historically quite good. Coupled with a lower cost base and some improvement in revenue, we think we should be able to get there. Of course, you know, there's a lot of variables with what happens with the macro environment, but just given the information that we have at hand, we feel pretty good about that. Why do not all shareholders get the opportunity to invest in Chess.com, and how is the differentiation decided? Yeah. I mean, ideally, we would, of course, like that everybody had this option. Chess.com is a private company, and it's both legally and practically very challenging to invite in, you know, thousands of small retail shareholders into a private structure. You know, that's something that, you know, as I said, we would have wished we could have done, but it's not easy to do. Fortunately here, there is a good premium on this transaction. Yeah. Will shareholders receive more information about Chess.com? For the shareholders above 1%, there will obviously be more information, both written information, but also opportunities to meet or a video conference to meet, have a presentation from the leadership of Chess.com. Given the offer, are there any further expectations of layoffs? No. I think that we have taken, you know, we had to make some difficult decisions. I think we talked a lot about that in the last presentation. It hasn't been easy, that's for sure. It's never easy to let, you know, great colleagues and people that you have worked with for a long time leave the company. Specifically for us, we work with chess, it's something that we're all passionate about. Most of the employees we have, you know, they work here, you know, because the job is very interesting, but they also have a love for the game. You know, that was not easy for us. You know, I think we have done a lot and as Dmitri said, you know, we see the business starting to pick up. I would also say that I think our teams, even if it has been hard, has coped with this process fairly well. What will happen to the operations and products of Play Magnus Group, particularly those that are duplicates? Yeah. Fortunately, there are not that many that are overlapping. As you know, these companies are actually quite complementary. You know, we have discussed this obviously with the Chess.com leadership team. For now, you know, we are planning to keep on running all of these brands. We think that, you know, the Chessable has an extremely clear role there as the, you know, number one leading and the number one learning platform for chess globally. Then for Chess24 is kind of also addressing the markets with messages that are quite different from Chess.com. You know, we think there is also a very interesting role and, you know, for the events business, it's of course really exciting what we can do with all the great things that Chess.com is doing today and with a combination there with the Champions Chess Tour. You know, this is quite exciting. Thank you. That is all the time we have for questions. Thank you to everybody who sent in questions and tuned in today. If you have any further questions, feel free to reach out to ir@playmagnus.com and we'll endeavor to get back to all questions as soon as possible via email. I'll now hand back to Andreas to end the presentation. Yeah. Thank you everyone for joining and listening in. I know there are maybe more questions now than before. You know, please feel free to reach out to us and, you know, we will try to stay in touch with you as shareholders as much as possible in the coming months. Thank you very much everyone, and have a good evening.
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