TIDMSEEN
RNS Number : 4771E
SEEEN PLC
30 June 2023
SEEEN plc
("SEEEN", the "Group" or the "Company")
Audited results for the year ended 31 December 2022
Update on 1H 2023
Notice of AGM
SEEEN plc, the media and technology platform that delivers
AI-led Key Video Moments to drive increased views and revenues
across all video content, is pleased to present its audited results
for the year ended 31 December 2022 and a n update on 1H 2023.
Overview
2022:
-- Significant traction from proprietary technology sales
-- Focus on profitability for Creator Service Provider (CSP) business
-- Shift in revenue mix from CSP to higher value technology sales
-- Successful fundraise in December 2022 to accelerate
technology sales and selected customer-led product development in
2023
1H 2023:
-- Sales wins have accelerated, including 2 strategic partners
sales worth more than $1 million in annual revenues and $250,000 in
gross profit
-- Added further 12 vertical and e-commerce customers with latter doubling in one-half year
-- Expected release of CreatorSuite 2.0 in July 2023 with
additional features including advertising and flexible in-video
shoppable Calls To Action to accelerate sales further
Accelerating Technology Customer Numbers
2021 2022 1H 2023
--------------- ----- ----- --------
Strategic 1 3 4
Vertical 4 14 22
eCommerce-led 2 4 8
Note: This table represents the cumulative number of technology
customers
Full Year 2022 highlights:
-- Global market demand in SEEEN's key markets is growing,
especially video commerce which, globally, is expected to grow at a
CAGR of 32% to $2.8 trillion by 2028 (source: Reportlinker)
-- Successful fundraising of GBP2.6 million (gross) to
accelerate sales through an enhanced sales and marketing team and
selected technology upgrades
-- Product Sales. At year end, the Group has:
o 4 strategic customers (large publishers)
o 14 vertical market customers (sports, retail, services,
financial publishing)
o 4 e-commerce led customers
-- Revenues
o Changing mix of revenue, reflecting higher margin technology
commercialisation
o Revenues from customers using CreatorSuite, the Group's
primary technology product, of approximately $1.0 million (2021:
$0.1 million)
o Recurring technology revenues of approximately $0.1 million
(2021: $0.1 million, of which approximately half was professional
services fees)
o Total Group revenues of $3.3 million (2021: $8.5 million),
reflecting: (i) elimination of unprofitable revenue from CSP
channel partners with no technology upselling potential; (ii) loss
of all CSP advertising revenue in Russia since the start of the
Ukrainian conflict
-- Profitability
o Adjusted EBITDA* loss of ($0.8) million, in line with current
market expectations, significantly reduced from ($1.5) million in
2021 as the Group continued to focus on product sales, which has
accelerated further since year end
-- Non-core one-off goodwill impairment of $7.5 million relating
to termination of Video Experience Platform, which targeted
"experience-based" market segments
o Improved gross margin of 15.2% (2021: 10.6%), reflecting
increasing mix of technology sales and higher margin CSP channel
partners
* Adjusted EBITDA is defined as Earnings before Depreciation and
Amortisation, adding back Share Based Payments, One-Off Termination
Costs and Goodwill Impairment
1H 2023 Update:
-- Two strategic customer wins combined worth in excess of $1
million in revenues and $250,000 in gross profit annually
o Cross-selling already being achieved across CSP and
technology
-- 12 vertical customers added across sports, ecommerce and financial publishing
o Implementations showing strong results, including doubling
sales on product pages and 20% Click Through Rates on our new
in-video commerce Calls To Action
-- Cash position at 29 June of $2.2 million enables the Group to
continue executing on sales pipeline and achieve cash flow
breakeven
-- 1H 2023 CSP revenues consistent with 4Q 2022, whilst
undergoing YouTube business plan review and now positioned to grow
in 2H 2023, particularly with brands, publishers and sports
clubs
-- CreatorSuite 2.0 expected to be released in July with
advertising and flexible Calls To Action built in; success already
achieved in 2Q 2023 with trial version and strong pipeline to
execute against as updated product is delivered
-- Appointment of sales focused Non-Executive Director, Mark
Williams, and experienced AIM CFO, Carmel Warren
Notice of AGM : Copies of the Annual Report and Notice of Annual
General Meeting are today being posted to shareholders and will
shortly be made available on the Company's website at seeen.com.
The Company's AGM will be held at the offices of Allenby Capital
Limited, 5(th) Floor, 5 St Helen's Place, London EC3A 6AB at 12
noon on 26 July 2023.
Dr. Patrick DeSouza, Chairman of SEEEN, commented: "The board is
appreciative of the team and pleased with the dramatic commercial
progress achieved during the trailing twelve months - both for our
number of technology sales and improved profitability at the CSP.
We now look forward during 2H to communicating our
revenue-enhancing value proposition for customers. We will also be
demonstrating our unique technology at various fora."
Adrian Hargrave, CEO of SEEEN, commented: "2022 was a
transformational year for the business, as we achieved commercial
traction for our high margin technology products. This has only
accelerated in 2023, having completed our fundraising in late 2022.
We are well positioned to accelerate our technology sales in a
fast-growing market with the release of CreatorSuite 2.0. The
reaction from customers has been positive and our case study data
reinforces that in-video commerce is gaining importance. We are
ahead of the competition in providing a solution that allows both
advertising and bespoke Calls To Action. This allows publishers,
sports clubs and brands to "double dip" on video revenue streams
from advertising and video commerce. When combined with our Key
Video Moments to determine the most actionable parts of a video, we
can significantly boost our customers' revenues. This is essential
for our customer base who want to gain a greater ROI from their
video assets. Our AI is also helping our CSP, as we are able to
identify and curate Key Video Moments. These can be published as
YouTube Shorts, TikToks and Instagram Reels easily without creating
new content. This is increasingly important as companies seek to
publish across multiple platforms, without having to create new
content for each platform.
We are grateful for the support of our shareholders and all of
our employees as we look forward to delivering a profitable and
valuable company in a fast-growing marketplace."
The information communicated within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/ 2014 (which forms part of Domestic
UK law pursuant to the European Union (Withdrawal) Act 2018). Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
Enquiries:
SEEEN plc Tel: +44 (0)7775 701
Adrian Hargrave, CEO 838
Carmel Warren, CFO
Dowgate Capital Limited - Joint Broker Tel: +44 (0)20 3903 7721
Stephen Norcross
Allenby Capital (Nominated Adviser & Joint Tel: +44 (0)20 3328 5656
Broker)
Alex Brearley/George Payne (Corporate Finance)
Tony Quirke/Amrit Nahal (Sales and Corporate Broking)
Chairman's Statement
As discussed more fully in our CEO's Statement, the big headline
for our shareholders and for the marketplace is that over the
trailing twelve months - 2H 2022 to 1H 2023 - we have turned the
corner from technology development to sales and corporate
development. Moreover, the number of sales wins has actually been
accelerating during 1H 2023 and we see a path to cash flow positive
which is the key milestone for any early-stage growth company.
On behalf of our shareholders, we appreciate the team's
relentless execution, on-going enthusiasm for seizing the customer
opportunity and focus on fundamentals despite difficult financial
market conditions.
To better understand both our progress and our ability to
improve our share price, which is one indicator of market
recognition of our progress, let me outline five dimensions to our
business which are reflected in our Accounts, especially our
Strategic Report.
First, our value proposition resonates with customer needs. We
stand apart because our technology offerings help customers drive
their businesses forward in a practical way that shows a return on
investment. The new front-end to our website says it all: "Monetize
Viewer Impulse With Our AI-Led Interactive Video." Short attention
spans are here to stay and companies seek to connect immediately
with their audiences to drive impulse decision-making, especially
for e-commerce purchases from video moments. As a result, market
trends favour SEEEN. Moreover, the introduction of next generation
of AI tools now make video generative through more emotional
content that enables continuous customer engagement with fresh
video prompts or "moments" to maximize the possibilities for
purchases.
Second, our sales traction and pipeline involve both strategic
customers such as media publishers and vertical market customers
such as football and rugby clubs. It is important to have a mix of
both. Strategic customers have "home run" value but longer sales
cycles. Vertical market customer wins, to extend the baseball
metaphor, produce singles and doubles but close with more frequency
as a "follow the pack" mentality ensues. Winning teams have a
consistent combination of both types of outcomes - home runs and
singles to diversify risk of timing in closing sales. Moreover,
each type reinforces the sales pipeline as more customers see
adoption grow on a more widespread basis.
Third, customer traction also helps focus the product roadmap
because one can more precisely prioritize capital expenditure needs
based on testable use cases that point to customer success
features. Early stage companies often are reliant on market studies
and the concept of "build it and they will come." Our
forward-looking product roadmap and intellectual property filings
of derivative works are now characterized by being
"sales-informed."
Fourth, in gaining sales traction, we are able to focus our
headcount expense better. During 1H, we hired two more salespersons
with experience in markets where we already have customers.
Recently, we have added a board member with a background in
building sales teams.
Fifth, and most importantly, we have the resources to succeed.
At the midpoint of our trailing twelve-month shift to a
sales-centric company, we completed a capital raise that provides
us the resources to drive forward the above four dimensions of our
business: (i) customer-centric value proposition; (ii) mix of
customers that reinforce the sales pipeline build; (iii) product
and IP roadmap driven by use cases for which customers will pay;
and (iv) passionate, customer-focused headcount.
Again on behalf of our board and the shareholders, we appreciate
the persistence of our team in driving forward with confidence
despite volatile market conditions over the past twelve months. We
look forward to communicating during further acceleration of
progress during 2H 2023 and beyond.
Dr. Patrick DeSouza
Chairman
CEO's Statement
Overview
2022 was a transformative year for the business. The Board and
shareholders sought to accelerate the shift from technology
development to commercialization. In July, I was appointed CEO to
continue delivering against the Group's plan to accelerate
high-margin technology sales, whilst restoring and growing the
profitability of GTChannel, our YouTube Creator Service Provider
("CSP" or formerly Multichannel Network ("MCN")). This culminated
in December 2022 with additional support from our investors, as
SEEEN raised GBP2.6 million to further accelerate execution of our
plan to deliver technology sales and development. We have already
been executing against these targets in 2023, with multiple sales
to two new significant strategic customers, worth over $1 million
in annual revenues and approximately $250,000 in annual gross
profit contribution, as well as 12 new vertical and e-commerce
customers providing us with increasing marketplace momentum and
customer referrals.
These larger customer wins come against a backdrop of continued
momentum in winning vertical customers, which are smaller in size
but larger in volume and with simple deployments. We have won an
additional 12 customers in these vertical markets during Q2 2023,
split between sports, ecommerce and financial publishing. Most of
these deals have a small base fee and a performance based element
based on sales generated for our customers from video views. We
have a strong pipeline against which to execute, which has been
reinforced by attendance at trade shows and events for e-commerce,
sports and investor relations companies. In each case, we have been
able to build a significant sales pipeline of customers, as we have
a unique technology offering for the market.
In addition to success in executing against our plan, we have a
technology that is well suited for the current market backdrop.
Since late 2022, generative AI has become increasingly prevalent,
both for textual and visual creations. SEEEN's technology aids such
advances by enabling customers to "re-mix" their existing content
and create "new" content at minimal marginal cost, as opposed to
spending money on making new video content. In addition, with the
large amount of videos available to SEEEN through our CSP and
open-source availability, we have been able to train AI models to
look for objects and phrases that customers can re-publish.
Our core offering of providing our customers with AI-led
Shoppable Key Video Moments (ie short segments of videos, which are
most likely to lead to an impulse response from viewers) are
increasingly essential for video asset owners, because we provide
the ability to make more money directly from video, allowing
customers to take advantage of both advertising and video
e-commerce. In an environment where advertising revenues are under
pressure, companies need to both understand and justify their
content creation spending and are increasingly focused on making
more money from their existing back catalogues. We provide this
solution.
We have also improved the value proposition and profitability of
our CSP. During 2022, gross margins within the CSP improved by over
30%. Our AI tools benefit our CSP customers to identify Key Video
Moments for use as YouTube Shorts, Instagram Reels and TikToks. As
each of these platforms continue to grow in importance, preparing
new, original short form content by leveraging existing video
collections is the fastest and cheapest way for these publishers to
publish the regular diet of such videos required to be successful
on these platforms.
With the above momentum on small scale execution, we are on
track to achieve cash flow breakeven and accelerate more
aggressively to capitalise on the market opportunity presented to
us.
Commercializing the Large Market Opportunity
The last few months has seen an explosion in interest for
generative AI, including most notably ChatGPT, but also services
which create images and video from text. SEEEN offers services
around video creation by leveraging our AI for creating Key Video
Moments. When combined with the increased understanding and
awareness of generative AI, we are well positioned to take
advantage of three additional trends and sell into these high-value
publishing and e-commerce markets.
The first of these is the growth of video e-commerce, whereby
viewers are getting more used to buying products and services
directly whilst watching videos on the internet and mobiles. This
market is forecast to grow by a CAGR of 32% to a total size of $2.8
trillion by 2028 (source: Reportlinker, May 2023). Solutions for
better, contextual commerce offerings within video will continue to
grow, including away from social media platforms, so that
publishers, brands and sports clubs can earn money directly and own
the first party data.
The second of these is the increasing growth of Short Form
videos, as attention spans have diminished and people want access
to content, products and services as quickly as possible. The
pandemic accelerated these trends as platforms such as TikTok and
Instagram Reels grew substantially. YouTube also created YouTube
Shorts, its attempt to take market share in short form views and as
of February 2023, YouTube started sharing advertising revenue from
YouTube Shorts with creators, unlike the other social platforms,
reinforcing itself as the platform of choice for
commercially-focused video publishers. With our CSP offering, SEEEN
is well positioned to help all YouTube creators as YouTube Shorts
increases in importance versus traditional longer form YouTube
videos.
The third trend is the increasing move towards Continuous
Customer Engagement, as most brands, publishers and sports clubs
want to be consistently at the front of viewers' minds to sell
ongoing services and products, rather than one-off transactions.
Video continues to increase as part of companies' marketing,
selling, support and training processes.
With our shoppable Key Video Moments, we are best positioned to
address the needs of larger publishers and e-commerce brands.
2022 and 2023 Delivery
2022
During 2022, the Group significantly improved its adjusted
EBITDA (EBITDA adding back share-based payments and one-off costs
as defined in KPI (x) in the Strategic Report), halving its loss to
$0.8m (2021: loss of $1.5m ) as the Group focused on
commercialisation. This focus resulted in revenue reducing to
$3.3m, as the Group migrated from low margin channels, as well as a
weaker YouTube advertising market and the loss of all revenue from
views in Russia, which had accounted for 25% of revenue in 2021.
Significantly, the Group also increased its gross margin to
approximately 15% from approximately 10%, through both focusing on
more profitable channel partners for its YouTube CSP and the
increased level of recurring technology sales achieved against
2021.
During the year, the Group also shifted its focus from
development of technology products to commercialisation, with
additional functionality developed during 2022 to meet customer
needs. As a result, we significantly reduced our capitalised
expenditure to $0.7m (2021: $1.5m) and focused on
commercialization. Improvements to our existing technology set,
included building additional AI models and functionality for
CreatorSuite, such as Moment-based automated playlists and direct
clipping from transcripts. As part of this focus on
commercialisation and profitability, the Group discontinued
investment in Video Experience Platforms for "experience-based"
market segments to focus on the sales identified above. This
resulted in a $7.5 million impairment of goodwill created at the
time of the acquisition of the Group's three subsidiary
businesses.
At year end, we had pro forma cash resources of $3.3 million.
The Group had approximately $1.2 million of gross and net cash with
an additional $2.1 million receivable committed but not yet
received from the equity fundraising in December 2022. We received
the money in January after the balance sheet date for this
audit.
2023 Subsequent Events
We have a mix of two types of Sales: Strategic (Higher Value
Opportunities with longer sales cycles) and Vertical (Smaller
technology adopters with shorter sales cycles). Each contribute to
our business model in different ways. Many of our Vertical sales
also include a significant level of implementation fees and
cross-selling. We also have momentum on a third type of sale -
ecommerce opportunities, where we share a percentage of the sales
generated from viewers who purchased after interacting with our
technology.
During 2Q 2023, after making additional sales hires, the pace of
customer acquisition has accelerated with 14 total wins, doubling
the amount achieved during 2022.
Strategic Customers
In terms of sales goals, we have landed two strategic customers
in the first half of the year of 2023, in line with our target of a
customer every quarter. In the first sale, we signed the customer
up for our CSP services, which are worth approximately $1m per
annum. More recently, we upsold technology services worth $5,000 a
month relating to creating short form content from their existing
videos to publish across multiple social video platforms.
In the second strategic customer sale, we signed a US based
financial publisher to our technology services in order to leverage
their events videos with Key Video Moments to drive sign-ups to
future events and ongoing online and magazine subscriptions. This
customer is expecting to launch their newly designed website to
take advantage of these moments during July and is expected to be
worth approximately $80,000 of technology sales to SEEEN in this
financial year. Cross-selling opportunities exist with this
customer as the new version of CreatorSuite is launched, allowing
the publisher to take advantage of both advertising and e-commerce
revenues from within video, as well as assistance with YouTube
through SEEEN'S CSP offering.
Vertical Customers
In terms of vertical customers, we have won 12 new customers in
the last two months, in line with the targets to win at least five
customers per month from a strengthened sales team. In 1Q 2023, we
hired sales people to focus on e-commerce in the US and sports in
the UK and have won customers in both verticals. These customer
implementations have been going live and our revenues include a mix
of monthly fees and e-commerce upside.
CRM and e-Commerce Value Proposition
Within some of these implementations, we have integrated our
technology with large software systems and platforms. For example,
we have integrated with (i) Salesforce to send out automated video
commerce emails to customers and (ii) Shopify to integrate our
shoppable Calls To Action directly with the Shopify cart. As noted
above, the ability to link customers directly from CRM databases to
direct purchases is increasingly important for all brands and video
is a key component of delivering this Continuous Customer
Engagement. This is evidenced by the fact that for customers using
our video technology, product pages with our shoppable videos have
seen double the level of sales as against other product pages. We
have also seen clickthrough rates of up to 25% from videos onto
purchase pages, which is much higher than the 6% average seen on
YouTube and 8% on Vimeo. These are strong validations of our
contextual video commerce offering and we expect to continue to
further accelerate sales into all of our core vertical markets;
being e-commerce, sports and services, especially as we release the
new version of CreatorSuite in July armed with these case
studies.
YouTube and Our CSP Business
In terms of providing the basis for growing our CSP business,
during the first half of 2023, in line with many other similar
businesses, SEEEN underwent a review by YouTube of its business
plans and customer targeting for 2023 and beyond. During part of
this period, SEEEN's ability to add new channel partners to the CSP
was partially restricted, as we were still able to add new channels
with YouTube's approval. However, following the review, SEEEN is
now in a position to add new channel partners at its full
discretion to re-start CSP growth in the second half 2023 with
YouTube's support.
Given the review referenced above, CSP revenue growth in 2023 is
expected to be smaller versus 2022 than we originally anticipated,
but SEEEN is continuing to target higher margin channels, where
customers want to use SEEEN's technology to leverage their large
video back catalogues to create Shorts and new re-mixed content
from different Key Video Moments.
Technology Development
Finally, we have two new products that we are expecting to
release to the market, as described at the time of our fundraising.
In July, we will release CreatorSuite 2.0, which combines all the
original benefits of CreatorSuite, together with two important
additional features: advertising and fully customisable end cards
to allow the video player and associated Calls To Action to be
fully "on brand" for our customers. We have already made the above
referenced sales on a beta version of this product, where we
provide a managed service solution, we will be able to leverage our
sales and customer success teams by delivering a "self-serve" tool
that customers can use to optimise their video collections for
monetisation. In addition, the ability to both advertise and
provide video commerce is highly attractive to publishers and
sports clubs in particular, as it allows them to "double dip" on
revenues from videos, without having to choose only one of the
options, which is the case with other video player solutions.
For example, for publishers who already monetise video through
advertising, CreatorSuite 2.0 allows them to continue to make money
from pre-roll adverts in front of videos, as well as selling
subscriptions to additional video services or affiliate sales from
products that are shown within the video, but the sale is fulfilled
by a third party, such as Amazon. For sports clubs, who have a
passionate fan base, videos can include adverts, as fans will still
want to watch the video and shoppable or informational elements can
also be included. On a recent season ticket launch video, we saw
clickthrough rates (CTRs) of more than 20% from viewers to the
sign-up page, significantly higher than any CTRs achieved through
more generic video offerings.
We have also enhanced our AI tools and expect to release a
product during 3Q 2023 which allows YouTube channels to import all
of their videos and search for specific Key Video Moments based on
specific terms. Our product, which will be branded in 2H 2023 upon
commercialization, will provide the customer with clips from videos
around these topics based on a combination of models: visual,
activity and speech. This product is already being used by our CSP
to create YouTube Shorts for a strategic publishing client, but we
expect to offer this as an additional CSP service to attract a
larger, more profitable partner base or as a standalone service to
channels.
Summary
As we head into the second half of 2023, we are very excited
about the prospects for the Group. We have shown significant sales
momentum for our technology and services, despite not having yet
completed our upgraded technology stack. We do not expect
significant further investment in the near term in further
technology and will continue to aggressively pursue the market
opportunity presented by the interest in generative AI and video
commerce solutions globally. Given the rapidly evolving landscape,
we will also seek further strategic partnerships in order to access
a customer base faster, whilst offering a unique solution for our
partners. If appropriate, we will also consider strategic
acquisitions that would help us accelerate customer growth. This
focus on growth, combined with our case studies places us well to
deliver on our commitments to deliver significant growth in
shareholder value over the near and medium term, whilst achieving
cash flow breakeven.
Adrian Hargrave
Chief Executive Officer
Strategic Report
Business Review and Key Performance Indicators
This Strategic Report outlines the business indicators to help
the Board evaluate both the Group's current performance and the
progress being made by the Group in applying its technology assets
to its own and third-party media assets to create a leading video
technology platform business.
Group's Business
SEEEN is organized into two businesses: (i) video moments AI
technology and (ii) a YouTube Creator Service Provider ("CSP")
(formerly called Multichannel Network ("MCN")) that provides
technology-led social video optimisation services. The two
businesses have complementary assets and provide synergies as the
CSP has video creators and audiences from which the Group may
design and test video moments technology products. The synergistic
nature of these business lines means that the Board and management
consider the Group and its progress as one business as opposed to
separate reporting entities.
Technology Business
The Group owns various intangible assets - patents, trade
secrets, licenses and product designs - that underlie a suite of AI
proprietary products focused on the production of Key Video Moments
(ie short segments of videos, which are most likely to lead to an
impulse response from viewers) that enable consumers to access and
analyse the most relevant features of videos for themselves.
Our core offering is to provide our customers with such Key
Video Moments and to make these shoppable and interactive to drive
product sales and customer engagement. This is increasingly
essential for video asset owners, because we provide the ability to
make more money directly from video, allowing customers to take
advantage of both advertising and video e-commerce. In an
environment where advertising revenues are under pressure,
companies need to both understand and justify their content
creation spending and are increasingly focused on making more money
from their existing back catalogues.
Additionally, our AI tools benefit our CSP customers to identify
Key Video Moments for use as YouTube Shorts, Instagram Reels and
TikTok. As each of these platforms continue to grow in importance,
preparing new, original short form content by leveraging existing
video collections is the fastest and cheapest way for these
publishers to publish the regular diet of such videos required to
be successful on these platforms.
The Group has several KPIs against which it manages the
business. In relation to technology, the Group monitors the
following KPI:
i. KPI: number of product releases and substantial upgrades
released by the Group during the year, which the Group can sell to
its current and prospective customer base.
In unlocking shareholder value, the Group measures not only new
product releases, but also progress in terms of customers for the
Group's technology. The Group has three approaches to developing
its sales pipeline each captured with a KPI.
i. KPI: number of customers acquired with basic licenses in a
monthly recurring income structure. The Group's strategy is to
penetrate certain vertical markets such as financial publishing,
sports and retail. These verticals may be characterized as having
relatively shorter sales cycles with similar repeatable
customers.
ii. KPI: number of strategic customers acquired around which the
Group can provide technology but also upsell managed services.
iii. KPI: number of customers that deploy the Group's technology
for e-commerce applications as opposed to publishing video
moments.
Creator Service Provider Services
The Group's CSP provides services to creators on YouTube through
standalone service agreements and by aggregating channels and
publishing such content on YouTube. Publishing partners, whether
the CSP's creator channels or third party businesses, rely on the
Group's know-how to create a content strategy that increases views
and therefore digital ad revenue and brand awareness on YouTube.
YouTube receives such digital ad revenue producing gross revenues.
After YouTube deducts its commission, the Company receives net
revenue from YouTube. The economics of the multichannel network
creates various KPIs which help the Board to monitor the business
plan of its Managed Video Optimisation Services. These KPIs measure
critical attributes: (i) number of creator channels producing
monetizable content; (ii) number of views/audience attracted to
such content; (iii) digital ad yield from such content and
accompanying audience expressed as Revenue Per Thousand. From these
KPIs and the margins retained from creator channel partners, the
Company creates its forecasts on net revenues and profit before
taxes.
Synergies from the Technology and Media Businesses
As noted above, additional shareholder value is extracted from
the synergies that the technology business and the Managed Video
Optimisation Services business create for customers by working
together.
First, the Group monitors the CSP data as a standalone business
unit. Second, the Group also analyses the use of its technology
features to attract an audience and content creators for the
Company to test and subsequently productize its video moments
technology. Examples of this included the launch in 2020 of the
new, micro-moment led GTChannel website ( www.gtchannel.com) , the
launch of Dialog-To-Clip, which was integrated into CreatorSuite
and, most recently a search tool based on visuals, activities,
speech and various other classifiers which accelerates the process
of finding and publishing sub-60 second videos for content creators
from their own back catalogue.
Non-Core / One-Time Costs (Gains)
The only non-core items for 2022 relate to approximately $0.1
million in respect of termination payments, paid in June 2022, as
well as the $7.5 million impairment of goodwill discussed below and
in Note 9 to the Accounts.
Capital
The Board is mindful that it needs to apply its finances
prudently to position the Group to succeed through building both a
leading technology stack and sales and marketing function. At 31
December 2022, the Group had a pro forma cash position of $3.3m
(pending receipt of final amounts from a late December 2022
fundraising which arrived in early January 2023). Of this cash,
$1.8m is EIS/VCT qualifying and needs to be used on new product
development and marketing within two years of receipt.
Amortisation of intangible assets and goodwill impairment
The Group continues to amortise its intangible assets as per its
policies set out in the notes to the accounts. During the year, the
Group amortised $2.0 million relating to a combination of both
intangible assets from the acquisitions of subsidiaries, as well as
products developed primarily during 2020 and 2021.
The Group is selling these products to customers, but the Board
has deemed the Video Experience Platform and related products
previously targeted for "experience-based" market segments will not
find traction in the current market and will not provide future
cashflow for the Group. After analysing the sales growth and
projected cost of capital associated with investment in these
projects, the carrying value is less than the value in use and
hence the goodwill from the time of the acquisition has been
impaired by $7.5 million.
KPIs
As identified in the Group's previous annual report, the Board
considered certain KPIs for the Group. As the Group evolves, it is
expected that the KPIs for the business will evolve also and the
Company expects to update these at the time of its interim report.
KPIs were identified in the last annual report and the Board has
started looking at additional KPIs against which it monitors the
Group's progress. These KPIs are as follows:
(i) Technology Product Releases - During 2022, the Group
released product updates for CreatorSuite and further developed its
AI tools for direct re-sale. For CreatorSuite, the following
product updates were (i) integrating transcription-based moments,
leveraging the Group's previous Dialog-To-Clip product and (ii)
enhanced playlists for publishing related Key Video Moments
together. In respect of its AI tools, the Group further enhanced
all of its core models and in particular released a new model based
on activities identified within video.
(ii) Vertical Market Customers - At year end 2022, the Group had
signed contracts in vertical markets with 14 customers. Since the
year end, the Group has now added 8 further customers in the
e-commerce sector, totalling 22
(iii) Strategic Customers - At year end 2022, the Group had
signed contracts with three strategic customers to provide Managed
Video Optimisation Services. Since the year end, two further
strategic customers have now been added, with one loss totalling
five strategic customers. The Group has built a strong sales
pipeline, which it expects to accelerate against as advertising is
added to the functionality of CreatorSuite
(iv) E-Commerce Customers - At year end 2022, the Group had four
e-commerce led customers. Since the year end, the Group has now
added four further customers in the e-commerce sector, bringing the
total to 8
(v) Corporate Development - During 2022, the Group entered into
a strategic partnership with Kinetiq to focus on media monitoring
to help brands to understand their Return on Investment from
marketing. The Group has also made initial sales to within the
e-commerce sector to customers who could act as re-seller partners
going forward.
(vi) CSP Creator Channels - At year-end 2022, the Group had
approximately 900 monetized channels. This is a reduction from the
approximately 1,200 channels as at 31 December 2021, as the Group
has continued to focus on adding higher profit generating channels
with strategic upselling opportunities.
(vii) CSP Audience - At year-end 2022, the CSP had approximately
10.0 billion views, down 16.7 per cent (2021: 12.0 billion).
(viii) CSP Average RPM - Given the ongoing shift in viewing on
YouTube from standard form to YouTube Shorts, the Board has
discontinued reviewing this KPI, as readily comparable and relevant
data is no longer available, given that the RPM for Shorts is
approximately 1/100(th) . Combined with the loss of monetization
from views in Russia, this means that Average RPM is no longer a
core or reliable to report metric
(ix) Adjusted EBITDA - EBITDA adjusted for share-based payments
and non-core costs was a loss of $0.8 million, in line with current
market expectations for 2022 (2021: loss of $1.5 million).
(x) Non-Core Costs - During the year to 31 December 2022, there
was a net non-core costs of $7.6 million, reflecting $7.5 million
of impairment of goodwill and $0.1 million in respect of
termination payments (2021: $0.1 million), as outlined above.
(xi) Net Cash - At the end of 2022, the Group had $1.2 million
in both gross and net cash, however allowing for the committed but
unreceived funds from its fundraising, the Group had cash resources
available to it totalling $3.3 million. $1.8 million of this money
relates to the EIS/VCT funds raised for use in new product
development and marketing. Subsequent to year end, the Company
received all of the outstanding proceeds from the fundraising
during January 2023.
Technology Development
2021 2022 2023 YTD
Creator CreatorSuite 1.0 Dialog-To-Clip integration Advertising integration
Suite Moments based Playlists Beta - flexible
interactive shoppable
in-video CTAs
---------------- ----------------- --------------------------- ------------------------
JetStream JetStream Sound and audio Activity based
indexing searches
Logo recognition Integrating ChatGPT
---------------- ----------------- --------------------------- ------------------------
MCN technology Dialog-To-Clip Beta version of
Shorts Clipping
Tool
---------------- ----------------- --------------------------- ------------------------
Cumulative Technology Customer Numbers
2021 2022 2023 YTD
--------------- ----- ----- ---------
Strategic 1 3 4
Vertical 4 14 22
eCommerce-led 2 4 8
Principal Risks and Uncertainties
The Group's objectives, policies and processes for measuring and
managing risk are described in note 17. The principal risks and
uncertainties to which the Group is exposed include:
Technological advances within the industry
The technology industry as a whole evolves rapidly with new
entrants and ideas continuously changing the market. There is a
risk that competitors react to opportunities faster, rendering the
Group's technology uncompetitive which could have a material
adverse impact on the prospects of the Group. The Group has a
technology which already has commercial traction, for which it
completed a fundraising in December 2022. In addition to investing
in sales, part of the fundraising is being used to develop
CreatorSuite 2.0, which addresses additional functionalities that
customers are requesting as the marketplace evolves. The Group
anticipates releasing the CreatorSuite 2.0 in July 2023, which will
include more flexible in-video ecommerce options and advertising to
accelerate sales in key target markets. If the development of such
products is not possible or delayed to unforeseen implementation
concerns, then the Group's future revenue and profitability is
likely to be impacted against internal projections/
Customer Risk
The Group is selling its products to customers, who have
implemented CreatorSuite and JetStream related products. The
Company is subject to such customers continuing to use the Group's
products and also its ability to win new customers as projected
using these initial customers as reference customers. The Board is
particularly aware of this risk should the economy undergo a
recession and therefore customers reduce their expenditure on new
products.
YouTube / Google changes
The Group's revenues have predominantly been sourced from
YouTube advertising revenue. Should YouTube alter its terms of
business for creators and CSPs, this could have a significant
impact on the operations of the Group's CSP business.
Advertising Revenue Risk
The Group has historically been dependent on revenue from its
YouTube CSP to generate profitability and changes to the market
conditions or regulations and the terms of advertising on YouTube
could affect the Group's ability to generate revenues and profits.
This has been felt most recently by the impact of the
Russia-Ukraine war, following which all views from Russia have been
demonetized, which represented approximately 25% of the Group's CSP
revenue in 2021, as well as lower advertising levels more
generally.
Data Protection and General Data Protection Regulation
("GDPR")
Data protection, driven in Europe by GDPR, is becoming
increasingly relevant in the handling of consumer data. Any
failures to follow relevant data protection rules could result in
significant monetary penalties.
Money-laundering and Anti-Corruption Regulations
As the Group has to make payments to its network of creators, it
is responsible for ensuring that all payments made to creators
comply with all money-laundering, anticorruption and sanctions
regulations of the jurisdictions in which it operates.
Historically, the Group has outsourced payments or made them
through recognised payment wallet providers, however as the Group
may be required to make direct transfers to creators, the Group
monitors the increased risks associated with these direct
payments.
Foreign exchange risk
The Group has employees and contractors based overseas who are
paid in foreign currencies and may enter into contracts priced in
foreign currencies. It is therefore exposed to adverse exchange
rate movements which could cause its costs to increase (relative to
its reporting currency) resulting in reduced profitability for the
Group.
Credit Risk
The Group's credit risk is primarily attributable to its cash
and cash equivalents and trade receivables. The credit risk on
other classes of financial assets is considered insignificant.
Liquidity Risk
The Group manages its liquidity risk primarily through the
monitoring of forecasts and actual cash flows.
Organisational Risk
As a small Group, there is a reliance on key staff; the loss of
any of these staff may be detrimental to the Group.
Market and Geopolitical Volatility
The Group monitors general market conditions for their impact on
sales cycles and capital markets. In the current economic
environment, rapidly changing inflation indicators and interest
rates affect corporate spending on technology and on advertising on
YouTube and other social channels. Despite the volatile capital
markets conditions, the Group completed a fundraising in December
2022 to ensure that the Group could continue to build on commercial
momentum achieved during 2022.
Corporate Governance Statement s172 of the Companies Act
Each director must act in a way that, in good faith, would most
likely promote the success of the Group for the benefit of its
stakeholders. A discussion of s172 is presented in the Statement on
Corporate Governance. The Strategic Report incorporates actions
taken by the Group to ensure compliance with s172.
By order of the Board
Adrian Hargrave
Chief Executive Officer
Directors' Report
The Directors present their report on the affairs of SEEEN plc
(the "Company") and its subsidiaries, referred to as the Group,
together with the audited Financial Statements and Independent
Auditors' report for the year ended 31 December 2022.
Principal Activities
The Group is a global media and technology platform whose
mission is to leverage its AI and machine learning technology to
more efficiently momentise video and to license such capabilities
to brands, creators and publishers to enable discovery, sharing and
e-commerce.
Results
The financial performance for the year for each of the Group and
the Company, including the Group's Statement of Comprehensive
Income and each of the Group's and the Company's financial position
at the end of the year, is shown in the Financial Statements.
Future Developments
The Company has chosen in accordance with section 414C(11) of
the Companies Act 2006 to include the disclosure of likely future
developments in each of the Chairman's Report and the CEO's
Report.
Going Concern
At the time of approving the financial statements, the Directors
have a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the
foreseeable future. In reaching this conclusion the Directors have
considered the financial position of the Group, taking into
consideration the Company's recent fundraising in December 2022,
together with its forecasts and projections until the end of 2024
that take into account reasonably possible changes in trading
performance. The going concern basis of accounting has therefore
been adopted in preparing the financial statements.
Dividends
The Directors do not recommend the payment of a dividend (31
December 2021: nil).
Share Price
On 31 December 2022, the closing market price of SEEEN plc
ordinary shares was 6.5 pence. The highest and lowest prices of
these shares during the year to 31 December 2022 were 22.0 pence
and 6.5 pence respectively.
Capital Structure
Details of the authorised and issued share capital are shown in
Note 15. No person has any special rights of control over the
Company's share capital and all issued shares are fully paid.
Treasury Operations & Financial Instruments
The Group operates a centralised treasury function which is
responsible for managing liquidity, interest and foreign currency
risks associated with the Group's activities.
The Group's principal financial instrument is cash, the main
purpose of which is to fund the Group's operations.
The Group has various other financial assets and liabilities
such as trade receivables and trade payables naturally arising
through its operations.
The Group's exposure and approach to capital and financial risk,
and approach to managing these is set out in note 17 to the
consolidated financial statements.
Subsequent Events
Since 31 December 2022, the following Board changes have taken
place; the Company announced the resignation of Charles Burdick on
6 February 2023 and he ceased to be a director of the Company on 6
April 2023. Mark Williams was appointed as a director of the
Company on 18 May 2023.
In addition, the Group has continued to win a significant level
of customers during 2023, including two new strategic customers
worth over $1 million in annual revenues and approximately $250,000
in annual gross profit contribution, as well as 12 other customer
contracts and implementations.
Directors
The Directors who served the Company during the year and up to
the date of this report were as follows:
Executive Directors
Adrian Hargrave
Todd Carter (resigned 16 March 2022)
Non-Executive Directors
Patrick DeSouza
Akiko Mikumo
David Anton
Charles Burdick (resigned 6 April 2023)
Mark Williams (appointed 18 May 2023)
Directors' Indemnity
The Company's Articles of Association provide, subject to the
provisions of UK legislation, an indemnity for Directors and
officers of the Company in respect of liabilities they may incur in
the discharge of their duties or in the exercise of their powers,
including any liabilities relating to the defence of any
proceedings brought against them which relate to anything done or
omitted, or alleged to have been done or omitted, by them as
officers or employees of the Company. Appropriate directors' and
officers' liability insurance cover is in place in respect of all
the Directors.
Directors' Conflicts of Interest
In the event that a Director becomes aware that they, or their
connected parties, have an interest in an existing or proposed
transaction involving the Group, they will notify the Board in
writing or at the next Board meeting.
Political Donations
The Group did not make any political donations during the year
to 31 December 2022 (31 December 2021: GBPNil).
Directors' emoluments
12 months to 31 December 2022 Salary,
Fees & Bonus
in Cash Benefits Total
-------------------------------
$ $ $
------------------------------- -------------- --------- --------
Executive Directors
T Carter* 31,250 5,437 36,687
A Hargrave 135,551 18,484 154,035
Non-Executive Directors
P DeSouza** - - -
A Mikumo** - - -
D Anton** - - -
C Burdick*** - - -
166,801 23,921 190,722
------------------------------- -------------- --------- --------
* Todd Carter was subsequently employed for a further three
months following his resignation as a director, the compensation
for which is not outlined in here.
** All of the Non-Executive Directors agreed to waive their cash
compensation in exchange for options. Those non-executive directors
still on the Board of the Company will be granted share options
after the publication of these Accounts at a premium to the
prevailing share price.
*** Upon his appointment to the Board on 27 May 2022, Charles
Burdick agreed to waive his Board fees for the 2022 financial year
and in exchange was granted an option to acquire 200,000 ordinary
shares in the Company at an exercise price of 30 pence (vesting
1/3rd on the first anniversary, 1/3rd on the second anniversary and
1/3rd on the third anniversary, all vestings subject to him
remaining a Director of the Company)
In the 12 months to 31 December 2022, the directors did not
receive any other emoluments, compensation or cash or non-cash
benefits other than that disclosed above.
12 months to 31 December 2021 Salary,
Fees & Bonus Benefits Total
-------------------------------
$ $ $
------------------------------- -------------- --------- --------
Executive Directors
T Carter 159,458 24,878 184,336
A Hargrave 104,589 17,723 122,312
S Schlichter* 263,187 27,957 291,144
Non-Executive Directors
P DeSouza** 12,500 - 12,500
A Mikumo** 12,500 - 12,500
D Anton** 12,500 - 12,500
M Kelly** 12,500 - 12,500
577,234 70,558 647,792
------------------------------- -------------- --------- --------
* Includes $146,520.55 paid as a one-off payment upon
termination of contract.
** All of the Non-Executive Directors agreed to waive their cash
compensation in exchange for options at a premium to the prevailing
share price in March 2021. Details of these options are in the
below table. Details of these options are in the table on the next
page.
Directors' interests
The Directors who held office at 31 December 2022 and subsequent
to year end had the following direct interest in the ordinary
shares of the Company at 31 December 2022 and at the date of this
report:
Number of shares % held at
at 31 December 31 December Number of shares % held at
2022 2022 at 29 June 2023 29 June 2023
P DeSouza 5,426,165 5.8% 5,426,165 5.8%
A Hargrave 788,833 0.8% 788,833 0.8%
---------------- --------------- ------------- ----------------- --------------
In addition to the above, the following directors have options
over the following shares
Name Options Exercise Exercise Period
Price
----------------- -------- --------- ------------------------
Adrian Hargrave 273,749 45p 31/09/2020 - 31/09/2029
Adrian Hargrave 50,000 60p 04/03/2022 - 04/03/2031
Adrian Hargrave 250,000 65p 04/03/2022 - 04/03/2031
Patrick DeSouza 600,000 60p 04/03/2022 - 04/03/2031
Akiko Mikumo 152,083 45p 31/09/2020 - 31/09/2029
Akiko Mikumo 600,000 60p 04/03/2022 - 04/03/2031
David Anton 152,083 45p 31/09/2020 - 31/09/2029
David Anton 200,000 60p 04/03/2022 - 04/03/2031
Substantial Shareholders
As well as the Directors' interests reported above, the
following interests of 3.0% and above as at the date of this report
were as follows:
Number of shares % held
------------------------------- ---------------- ------
Gresham House Asset Management
Limited 27,800,169 29.8%
Canaccord Genuity Group Inc. 4,752,777 5.1%
Water Intelligence plc 5,938,366 6.4%
Scott Schlichter 5,870,406 6.3%
Dowgate Capital Limited 7,073,430 7.6%
------------------------------- ---------------- ------
Employees
The Group has established employment policies which are
compliant with current legislation and codes of practice. The Group
is an equal opportunities employer.
Independent Auditors
Crowe U.K. LLP has expressed their willingness to continue in
office. In accordance with section 489 of the Companies Act 2006,
resolutions for their re-appointment and to authorise the Directors
to determine the Independent Auditors' remuneration will be
proposed at the forthcoming Annual General Meeting.
Related Party Transactions
For the purposes of AIM Rule 19, the Company entered into the
following related party transactions during 2022:
Adrian Hargrave, SEEEN's Chief Executive and a related party as
defined in the AIM Rules for Companies, subscribed for 583,333 new
ordinary shares in a placing of new ordinary shares on 30 December
2022, which represented an amount of approximately GBP35,000 at the
issue price of 6 pence per new ordinary share.
Dr Patrick DeSouza, SEEEN's Chairman, who was at the time a
substantial shareholder of the Company and a related party as
defined in the AIM Rules for Companies, has an interest in 25.07
per cent. of the issued share capital of Water Intelligence plc
("Water Intelligence") and Water Intelligence is therefore a
related party of the Company pursuant to the AIM Rules for
Companies. Water Intelligence subscribed for 2,083,333 new ordinary
shares in a placing of new ordinary shares on 30 December 2022,
which represented an amount of approximately GBP125,000 at the
issue price of 6 pence per new ordinary share.
Gresham House Asset Management Limited ("Gresham House"), a
substantial shareholder of the Company and a related party as
defined in the AIM Rules for Companies, subscribed for 21,133,503
new ordinary shares in a placing of new ordinary shares on 30
December 2022, which represented an amount of approximately GBP1.3
million at the issue price of 6 pence per new ordinary share. As
announced by the Company on 7 December 2022, in connection with its
participation in this placing, pursuant to an agreement between
Gresham House and the Company, it was agreed, inter alia, that, for
as long as Gresham House is the registered holder of a minimum of
10 per cent. of the Company's ordinary shares in issue from time to
time, Gresham House shall be entitled to appoint one director to
the Company's Board as a nominee director.
Statement of disclosure to the Independent Auditor
Each of the persons who are directors at the time when this
Directors' report is approved has confirmed that:
-- so far as that director is aware, there is no relevant audit
information of which the Company and the Group's auditor is
unaware; and
-- that director has taken all the steps that ought to have been
taken as a director in order to be aware of any relevant audit
information and to establish that the Company and the Group's
auditor is aware of that information.
By order of the Board
Adrian Hargrave
Chief Executive Officer
Corporate Governance
As a Board, we believe that practicing good Corporate Governance
is essential for building a successful and sustainable business in
the long-term interests of all stakeholders. SEEEN's shares are
listed on AIM, a market operated by the London Stock Exchange.
SEEEN has adopted the QCA Corporate Governance Code. The Company
has adopted a share dealing code for the Board and employees of the
Company which is in conformity with the requirements of Rule 21 of
the AIM Rules for Companies. The Company takes steps to ensure
compliance by the Board and applicable employees with the terms of
such code.
The following outline the structures, processes and procedures
by which the Board ensures that high standards of corporate
governance are maintained throughout the Group.
Further details can be found on our website at seeen.com.
Takeovers and Mergers
The Company is subject to The City Code on Takeovers and
Mergers.
Board
The Board, chaired by Dr. Patrick DeSouza, comprises one
executive and four non-executive directors and it oversees and
implements the Company's corporate governance programme. As
Chairman, Dr. DeSouza is responsible for the Company's approach to
corporate governance and the application of the principles of the
QCA Code. Akiko Mikumo, David Anton and Mark Williams are the
Company's independent directors. The Board is supported by three
committees: Audit, Remuneration and Nominations. The Audit and
Remuneration Committees are the principal committees for Corporate
Governance.
Each Board member commits sufficient time to fulfill their
duties and obligations to the Board and the Company. They are
required to attend at least 4 Board meetings annually and join
Board calls that take place between formal meetings and offer
availability for consultation when needed.
Board papers are sent out to all directors in advance of each
Board meeting including management accounts and accompanying
reports from those responsible.
Meetings held during the year to 31 December 2022 and the
attendance of directors is summarised below.
Board meetings Audit committee Remuneration committee
Possible (attended) Possible (attended) Possible (attended)
----------------- -------------------- -------------------- -----------------------
Todd Carter 2/6
Adrian Hargrave 6/6
Patrick DeSouza 6/6 2/2 1/1
Akiko Mikumo 6/6 1/1
David Anton 5/6 1/1
Charles Burdick 3/4 2/2 1/1
----------------- -------------------- -------------------- -----------------------
Board Committees
The Board has established an Audit Committee, Remuneration
Committee and Nominations Committee with delegated duties and
responsibilities.
(a) Audit Committee
The Audit Committee has the primary responsibility for
monitoring the quality of internal control, ensuring that the
financial performance of the Company is properly measured and
reported on and for reviewing reports from the Company's auditors.
The Audit Committee will meet at least twice a year at appropriate
times in the reporting and audit cycle and otherwise when required.
The Audit Committee will also meet with the Company's auditors at
least once a year.
The Audit Committee is chaired by Patrick DeSouza and comprises
of himself, Akiko Mikumo, David Anton and Mark Williams.
(b) Remuneration Committee
The Remuneration Committee is responsible for the review and
recommendation of the scale and structure of remuneration for
executive directors and other designated senior management, taking
into account all factors which it deems necessary. The Remuneration
Committee considers all aspects of the executive directors'
remuneration including pensions, benefits and share option awards.
No director will be involved in any decision as to his or her own
remuneration. The Remuneration Committee will meet at least twice a
year and otherwise when required. In exercising this role, the
Directors shall have regard to the recommendations put forward in
the QCA Corporate Governance Code and, where appropriate, the QCA
Remuneration Committee Guide and associated guidance.
The Remuneration Committee is chaired by Akiko Mikumo and
comprises herself, Patrick DeSouza, David Anton and Mark
Williams.
(c) Nominations Committee
Given the size of the Group, it is considered appropriate that
all members of the Board sit on the Nominations Committees. As
such, whenever matters arise that would be appropriate for such
committees, these will be considered at Board meetings.
Board Experience
All members of the board bring complementary skill sets to the
Board. One director is female and four are male. The board believes
that its blend of relevant experience, skills and personal
qualities and capabilities is sufficient to enable it to
successfully execute its strategy. In addition, the Board receives
regular updates from, amongst others, its nominated adviser, legal
counsel and company secretary in relation to key rule changes and
corporate governance requirements, as well as regular liaison with
audit firms both in the UK and the US in respect of key disclosure
and accounting requirements for the group, especially as accounting
standards evolve. In addition, each new director appointment is
required to receive AIM rule training from the Company's nominated
adviser at the time of their appointment.
Patrick J. DeSouza, Chairman
Term of office: Appointed 30 September 2019.
Since 2010 Dr. DeSouza has been the Executive Chairman of Water
Intelligence plc, a rapidly growing AIM quoted business focusing on
technology transformation of the water industry. He has 25 years of
operating and financial advisory leadership experience with both
public and private companies in media and technology and asset
management industries. Over the last 15 years, Dr. DeSouza has also
invested in and incubated technology companies centered at Yale
University. Dr. DeSouza has served at the White House on the
National Security Council. He is a graduate of Columbia College,
Yale Law School and Stanford Graduate School. He is a member of the
Council on Foreign Relations.
Akiko Mikumo, Independent Non-Executive Director
Term of office: Appointed 30 September 2019.
Akiko is a retired senior partner at Weil Gotshal and Manges
LLP, one of the world's leading law firms. She has over 35 years of
mergers and acquisitions, securities and governance experience. Her
clients have included some of the leading media and technology
companies and investment firms. She served as a member of the
firm's Management Committee for over 12 years. Ms. Mikumo was
previously a director of Cambridge Science Corporation, a biotech
investment company in Cambridge, Massachusetts. Ms. Mikumo is a
member of the Advisory Board of University of California, Berkeley
and is chair of the Nominating Committee. Recently, she served as a
fellow at Harvard's Advanced Leadership Initiative. She is a
graduate of University of California, Berkeley and New York
University School of Law.
David Anton, Independent Non-Executive Director
Term of office: Appointed 30 September 2019.
David is Chief Executive Officer of Anton & Partners, a
leading advertising, branding, and marketing communication company
with a 20-year track record of creating impact for some of the
world's most notable brands in fashion, lifestyle, financial and
automotive sectors. David is a serial entrepreneur and has founded
various successful companies. He is an investor in and advisor to
Village Roadshow Productions, leading movie production company.
David has advised, co-founded and invested in multiple companies
such as Tori Burch, Roqu Media International, Village Roadshow and
Spotify among others.
Mark Williams, Independent Non-Executive Director
Term of office: Appointed 18 May 2023.
Mark brings particular expertise in working with technology
companies in shaping and executing their Go-To-Market and
Commercial strategy. His experience builds on the Company's
fundraising in December 2022 to invest in its sales acceleration
across all customer types. Mark started his executive sales career
at Lucent Technologies and subsequently moved to Adobe. More
recently, he has held a variety of interim and advisory sales and
commercial roles at Aurora Commerce, LucidCX, eCommera, Acuity Risk
Management and Countercept. Since 2006, Mark has been a director of
Sales Strategies Limited, which is a consultancy that provides
advisory and delivery of business growth solutions for early-stage
technology companies. Mark holds a diploma in company direction
from the Institute of Directors and has prior AIM company
experience as an interim non-board Commercial Director of
Imaginatik plc.
Adrian Hargrave, Chief Executive Officer
Term of office: Appointed 4 March 2021 (CEO since 11 July
2022).
Adrian became CEO in July 2022, having been the Group's CFO
since admission to AIM. Prior to becoming CEO, Adrian had already
led sales to the Group's largest customers. Prior to joining SEEEN,
Adrian was a Corporate Development Director at Water Intelligence
plc. Adrian started his career in investment banking and
stockbroking, having worked at Citigroup, Deloitte, Cenkos and
finnCap. He is a graduate of Cambridge University.
The Board is supported by Carmel Warren, the CFO appointed on 1
June 2023, who also acts as Company Secretary is responsible for
ensuring that Board procedures are followed and that all applicable
rules and regulations are complied with. Carmel provides an
advisory role to the Board in her capacity as both CFO and Company
Secretary. The Company Secretary is supported and guided in this
role by the Company's legal advisors.
The Directors have access to the Company's CFO/Company
Secretary, NOMAD, lawyers and auditors as and when required and are
able to obtain advice from other external bodies when
necessary.
Board Performance and Effectiveness
The performance and effectiveness of the Board, its committees
and individual Directors is reviewed by the Chairman and the Board
on an ongoing basis. Training is available should a Director
request it, or if the Chairman feels it is necessary. The
performance of the Board is measured by the Chairman with reference
to the Company's achievement of its strategic goals.
Risk Management
The Directors recognise their responsibility for the Group's
system of internal control and have established systems to ensure
that an appropriate and reasonable level of oversight and control
is provided. The Group's systems of internal control are designed
to help the Group meet its business objectives by appropriately
managing, rather than eliminating, the risks to those objectives.
The controls can only provide reasonable, not absolute, assurance
against material misstatement or loss.
The Chief Financial Officer manages a risk register for the
Group that identifies key risks in the areas of corporate strategy,
financial, clients, staff, environmental and the investment
community. The Audit Committee is provided with a copy of the
register. The register is reviewed periodically and is updated as
and when necessary.
Within the scope of the annual audit, specific financial risks
are also evaluated in detail, including in relation to foreign
currency, interest rates, debt covenants, taxation and
liquidity.
The annual budget is reviewed and approved by the Board.
Financial results, with comparisons to budget and latest forecasts
are reported on a monthly basis to the Board together with a report
on operational achievements, objectives and issues encountered.
Significant variances from plan are discussed at Board meetings and
actions set in place to address them.
Approval levels for authorisation of expenditure are at set
levels throughout the management structure with any expenditure in
excess of pre-defined levels requiring approval from the
Non-Executive Chairman, and the Chief Executive Officer.
Measures continue to be taken to review and embed internal
controls and risk management procedures into the business processes
of the organisation and to deal with areas of improvement which
come to the management's and the Board's attention. We expect the
internal controls for the business to change as the business
expands both geographically and in terms of product
development.
The Company's auditors are encouraged to raise comments on
internal control in their management letter following their audit,
and the points raised and actions arising are monitored by the
Audit Committee.
Corporate Culture
The Group aims to operate ethically and be socially responsible
in its actions. Importantly, the Board recognises that the Group's
employees are its most important asset.
The Group is committed to achieving equal opportunities and to
complying with relevant anti-discrimination legislation. It is
established Group policy to offer employees and job applicants the
opportunity to benefit from fair employment, without regard to
their sex, sexual orientation, marital status, race, religion or
belief, age or disability. Employees are encouraged to train and
develop their careers.
The Group has continued its policy of informing all employees of
matters of concern to them as employees, both in their immediate
work situation and in the wider context of the Group's
well-being.
In addition, all directors and senior employees are required to
abide by the Group's share dealing code, which was updated at the
time of admission to AIM.
Audit Committee Annual Review
The role of the Audit Committee is to monitor the quality of
internal controls and check that the financial performance of the
Group is properly assessed and reported on. It receives and reviews
reports from the Chief Financial Officer, other members of
management and external auditors relating to the interim and annual
accounts and the accounting and internal control systems in use
throughout the Group. The members of the Audit Committee for these
meetings were Charles Burdick and Patrick DeSouza, although for
2023 all of the Non-Executive Directors are part of the Audit
Committee.
The CEO and CFO are invited to attend parts of meetings. The
external auditors attend meetings to discuss the conclusions of
their work and meet with the members of the Committee. The
Committee is able to call for information from management and
consults with the external auditors directly as required.
The objectivity and independence of the external auditors is
safeguarded by reviewing the auditors' formal declarations,
monitoring relationships between key audit staff and the Company
and tracking the level of non-audit fees payable to the
auditors.
The Audit Committee met twice in 2022 to review the annual
accounts and the interim accounts. The Committee will review with
the independent auditor its judgements as to the acceptability of
the Company's accounting principles.
In addition, the Committee monitors the auditor firm's
independence from Company management and the Company.
Remuneration Committee Annual Review
The Remuneration Committee met once in 2022. The Committee
currently comprises all of the Non-Executive Directors, with
Patrick DeSouza as Chairman. The Remuneration Committee is
responsible for reviewing the performance of Executive Directors
and determining the remuneration and basis of service agreement.
The Remuneration Committee also determines the payment of any
bonuses to Executive Directors and the grant of options. No
Director plays a part in any discussion regarding his or her own
remuneration.
Relations with Shareholders
The Company is available to hold meetings with its shareholders
to discuss objectives and to keep them updated on the Company's
strategy, Board membership and management.
The board also welcome shareholders' enquiries, which may be
sent via the Company's website seeen.com .
Corporate Governance Statement s172 of the Companies Act
Each director must act in a way that, in good faith, would most
likely promote the success of the Group for the benefit of its
stakeholders. The board of directors consider, both individually
and together, that they have acted in the way they consider, in
good faith, would be most likely to promote the success of the
company for the benefit of its members as a whole (having regard to
the stakeholders and matters indicated in S172) in the decisions
taken during the year ended 31 December 2022. Following is an
overview of how the Board performed its duties during 2022.
Shareholders
The Chairman, Chief Executive Officer and Chief Financial
Officer, members of the Board and senior executives on the
management team have regular contact with major shareholders. The
Board receives regular updates on the views of shareholders which
are taken into account when the Board makes its decisions. In
particular, the Company met with its largest shareholders to report
on progress at the time of publication of its annual audited
results and its interim unaudited results. The Company received
feedback during that process, as well as subsequent meetings and
calls alongside trading updates issued by the Group.
Employees
The Group encourages an environment of openness and debate and
welcomes all feedback from within.
The Board communicates with senior management and employees. The
Group also operates regular internal Company-wide meetings via
video conference calls, which staff can access as required and is a
source of both discussion and sharing information relevant to
employees. Details of the Group's performance are shared with all
employees at appropriate times using these methods.
The Group expects a high standard from its staff and provides
training to achieve this. Where possible, as new roles in the
organisation arise, the Group aims to promote from within.
Customers and Partners
The Group has a different set of customers and partners for its
various products and services. YouTube is the Group's primary
customer for its CSP, as it receives videos from the Group and its
channel partners against which it generates advertising revenue. In
addition, the Group has direct customer relationships for both
technology products and its Managed Video Optimisation Services
where customers pay a monthly fee to the Group, which is often
structured as a fixed component and a variable fee for performance.
All customers and channel partners are treated with professionalism
and the Group aims to work with all such stakeholders in developing
its product roadmap further.
Community
The Group is aware that the dissemination of video carries with
it social responsibility to the broader community. Board and
management are committed to the highest levels of professionalism
in the aggregation and dissemination of video content and to ensure
compliance with relevant data protection and compliance
regulations.
Statement of Directors' Responsibilities
Directors' Responsibilities
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with the Companies Act
2006 and for being satisfied that the Financial Statements give a
true and fair view. The Directors are also responsible for
preparing the Financial Statements in accordance with UK adopted
International Accounting Standards.
Company law requires the Directors to prepare Financial
Statements for each financial period which give a true and fair
view of the state of affairs of the Company and the Group and of
the profit or loss of the Company and the Group for that period. In
preparing those Financial Statements, the Directors are required
to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements; and
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Company and the
Group will continue in business.
The Directors confirm that they have complied with the above
requirements in preparing the Financial Statements. The Directors
are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions, disclose
with reasonable accuracy at any time the financial position of the
Company and the Group, and to enable them to ensure that the
Financial Statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual Report and
Financial Statements are made available on a website. Financial
Statements are published on the Group's website ( seeen.com ) in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of Financial Statements, which may
vary from legislation in other jurisdictions. The maintenance and
integrity of the Group's website is the responsibility of the
Directors - the work carried out by the auditors does not involve
the consideration of these matters and, accordingly, and the
auditors accept no responsibly for any changes that may have
occurred in the accounts since they were initially presented on the
website. The Directors' responsibility also extends to the ongoing
integrity of the Financial Statements contained therein.
Independent Auditors' report to the members of SEEEN plc
Opinion
We have audited the financial statements of SEEEN plc (the
"Parent Company") and its subsidiaries (the "Group") for the period
ended 31 December 2022, which comprise:
-- the Group statement of comprehensive income for the year ended 31 December 2022;
-- the Group and parent company statements of financial position as at 31 December 2022;
-- the Group and parent company statements of changes in equity for the year then ended;
-- the Group and parent company statements of cash flows for the year then ended; and
-- the notes to the financial statements, including a summary of
significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and
accordance with UK adopted international accounting standards and,
as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and of the Parent Company's affairs as at 31
December 2022 and of the Group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
-- the parent company financial statements have been properly
prepared in accordance with UK adopted international accounting
standards in conformity with the requirements of the Companies Act
2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors assessment of the group and parent
company's ability to continue to adopt the going concern basis of
accounting included:
-- Reviewing management's financial projections for the Group
and parent company for a period of more than 12 months from the
date of approval of the financial statements.
-- Checking the numerical accuracy of management's financial projections.
-- Challenging management on the assumptions underlying those
projections and sensitised them to reduce anticipated net cash
inflows from future trading activities.
-- Considering potential downside scenarios and the resultant impact on available funds.
-- Obtained the latest financial results post year end 31
December 2022 to review how the group and parent company are
trending toward achieving the forecast.
-- Performed sensitivity analysis on key inputs of the forecast
by calculating the impact of various scenarios and considering the
impact on the group and parent company's ability to continue as a
going concern in the event of not meeting the forecast.
-- Assessing the completeness and accuracy of the matters
described in the going concern disclosure within the significant
accounting policies as set out in Note 2.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group or parent company's ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the Group financial statements as a whole to be
$150,000 (2021: $150,000), based on 4.9% of loss before tax per
draft figures obtained from pre-year end management accounts. We
reviewed this during the course of the audit to reconfirm that the
level was set at an appropriate amount. As the Group is a trading
group, we determined that the use of a trading-based metric was the
most appropriate to use for determining materiality.
Materiality for the parent Company financial statements as a
whole was set at $96,000 (2021: $112,500) based on 5% of loss
before tax per draft figures from pre-year end management
accounts.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Performance materiality was set at 70% of materiality for the
financial statements as a whole, which equates to $105,000 (2021:
$105,000) for the Group and $62,700 (2021: $78,750) for the parent
company. We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Directors to report all identified errors in
excess of $7,500 (2021: $5,600). Errors below that threshold would
also be reported to it if, in our opinion as auditor, disclosure
was required on qualitative grounds.
Overview of the scope of our audit
SEEEN Plc is located in London, United Kingdom. Our audit was
conducted remotely. The operations of its subsidiaries, Tagasauris
Inc., GT Channel Inc., and EAI Inc. are in the United States. We
conducted specific audit procedures in relation to these entities
which were undertaken by local auditors under a subcontract
arrangement.
The primary audit team interacted regularly with the component
teams across all stages of the audit, reviewed working papers and
were responsible for the planning, scope and direction of the audit
process. This, together with the additional procedures performed at
Group level, gave us sufficient and appropriate evidence for our
opinion on the Group financial statements.
All group companies were within the scope of audit testing.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. We set out below, together with going concern included
above in the Conclusions Relating to Going Concern section, those
matters we considered to be key audit matters.
This is not a complete list of all risks identified by our
audit.
Key audit matters How the scope of our audit addressed
the key audit matter
=================================== ==============================================
Carrying value of goodwill We evaluated, in comparison to the
and other intangible assets requirements set out in IAS 36, management's
(see note 9) assessment (using discounted cash
The carrying value of flow models) as to whether the impairment
goodwill and other intangible of goodwill and/or other intangible
assets at 31 December assets was underprovided. We challenged,
2022 was $6.0 million reviewed and considered by reference
(2021: $15.0 million). to external evidence, management's
The Group's intangible impairment and fair value models
assets comprise of goodwill as appropriate and their key estimates,
arising on acquisition including the discount rate. We reviewed
of subsidiaries, customer the appropriateness and consistency
relationships and technology of the process for making such estimates.
developments. We obtained management's discounted
When assessing the carrying cash flow models supporting the intangible
value of goodwill and asset valuation. We challenged the
intangible assets, management key assumptions into the model, including
makes judgements regarding the forecast revenue and gross margin,
the strategy, future trading discount rates and growth rates.
and profitability and We compared cash flow forecasts used
the assumptions underlying in the impairment review to historical
these. We considered the performance, and challenged where
risk that goodwill and/or forecasts indicated performance that
other intangible assets deviated significantly from historical
were impaired. performance, in the absence of significant
The key judgements are changes in the business or market
in relation to revenue environment.
growth and customer acquisitions. Discount rates and terminal growth
Changes in these factors rates were benchmarked to externally
could result in an impairment derived data and our knowledge of
to the carrying value sector performance, to evaluate the
of the goodwill and intangible reasonableness of these assumptions.
assets. Sensitivity analysis was performed
The carrying value of on the key assumptions such as growth,
goodwill and other intangible customer acquisitions, margin and
assets was subject to discount rates to identify those
an impairment during the assumptions to which the goodwill
year of $7.7m. or intangible asset valuation was
highly sensitive.
=================================== ==============================================
Carrying value of investments
and intercompany receivables We considered with management
- Parent Company (see note whether any further indications
10) of impairment existed. This includes
The carrying value of investments considering the existence of
in subsidiaries in the parent any indication of discontinued
company financial statements operating activities, management's
at 31 December 2022 was $4.9 future plans for the business,
million (2021: $12.2 million), the ability of the business to
as well as an intercompany achieve its business plan, together
balance of $2.8 million (2021: with the carrying value of the
$2.8m million), after an impairment group's intangible assets and
in the current year of $7.7m the market capitalisation of
(2021: $5.1 million). The the Group.
valuation of these investments
and the recovery of the intercompany In assessing whether any further
balance are almost entirely impairment may be required, because
dependent on the successful the value of the investment in
execution of the business subsidiaries is highly related
plan. Changes in the carrying to the recoverability of the
value of the groups intangible goodwill and intangible assets
assets, or a failure to execute our work was substantially that
the business plan would likely as set out in the KAM above.
result in a further impairment
to the carrying value of the
investments in and loans to
subsidiaries.
====================================== =======================================
Our audit procedures in relation to these matters were designed
in the context of our audit opinion as a whole. They were not
designed to enable us to express an opinion on these matters
individually and we express no such opinion.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our
audit
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the
parent company and their environment obtained in the course of the
audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's and parent company's ability
to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and the procedures in
place for ensuring compliance. Based on our understanding of the
Group and industry, discussions with management and the Board of
Directors we identified financial reporting standards and Companies
Act 2006 as having a direct effect on the amounts and disclosures
in the financial statements. Our work included direct enquiry of
management, reviewing Board and relevant committee minutes and
inspection of correspondence.
As part of our audit planning process we assessed the different
areas of the financial statements, including disclosures, for the
risk of material misstatement. This included considering the risk
of fraud where direct enquiries were made of management and those
charged with governance concerning both whether they had any
knowledge of actual or suspected fraud and their assessment of the
susceptibility of fraud. We considered the risk was greater in
areas involving significant management estimate or judgement. Based
on this assessment we designed audit procedures to focus on key
areas of estimate or judgement, this included specific testing of
journal transactions, both at the year end and throughout the
year.
Other laws and regulations where non-compliance may have a
material effect on the Group's operations are Data Protection and
GDPR.
Our audit procedures included:
- enquiry of management about the Group's policies, procedures
and related controls regarding compliance with laws and regulations
and if there are any known instances of non-compliance, fraud or
misappropriation;
- examining supporting documents for all material balances, transactions and disclosures;
- review of minutes of meetings of the Board of Directors;
- enquiry of management about litigations and claims;
- evaluation of the selection and application of accounting
policies related to subjective measurements and complex
transactions, in particular those items included in the Key Audit
Matters;
- analytical procedures to identify any unusual or unexpected relationships;
- testing the appropriateness of journal entries recorded in the
general ledger and other adjustments made in the preparation of the
financial statements; and
- review of accounting estimates for biases.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK). We are not
responsible for preventing non-compliance and cannot be expected to
detect non-compliance with all laws and regulations.
The potential effects of inherent limitations are particularly
significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organized
schemes designed to conceal it, including deliberate failure to
record transactions, collusion or intentional misrepresentations
being made to us.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
John Glasby (Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 December 31 December
2022 2021
Notes $ $
--------------------------------------- ------ ------------- -----------------
Audited Audited
Revenue 3,253,055 8,537,729
Cost of sales (2,749,415) (7,633,917)
---------------------------------------- ------ ------------- -----------------
Gross profit 503,640 903,812
Administrative expenses
- Share-based payments 5 (108,825) (349,925)
- Amortisation of intangibles 9 (2,061,137) (1,605,924)
- Impairment of goodwill 9 (7,672,026) -
- Other administrative costs 3 (1,356,636) (2,461,951)
---------------------------------------- ------ ------------- -----------------
Total administrative expenses (11,198,624) (4,417,800)
---------------------------------------- ------ ------------- -----------------
Operating Loss (10,694,984) (3,513,988)
Finance expense 6 - (3,835)
---------------------------------------- ------ ------------- -----------------
Loss before tax (10,694,984) (3,517,823)
Taxation 7 423,308 323,510
---------------------------------------- ------ ------------- -----------------
Loss after tax (10,271,676) (3,194,313)
Other Comprehensive Income
Items that will be reclassified
to profit and loss
Exchange differences arising
on translation of foreign operations (162,164) (33,880)
---------------------------------------- ------ ------------- -----------------
Total comprehensive loss for
the year (10,433,840) (3,228,193)
---------------------------------------- ------ ------------- -----------------
Loss per share attributable Cents Cents
to equity holders of Parent
--------------------------------------- ------ ------------- -----------------
Basic 8 (20.48) (6.39)
Diluted 8 (20.48) (6.39)
---------------------------------------- ------ ------------- -----------------
Consolidated Statement of Financial Position
31 December 31 December
2022 2021
Notes $ $
----------------------------------------- ------ ------------- ------------
ASSETS
Non-current assets
Goodwill and indefinite life intangible
assets 9 2,090,132 9,762,158
Other intangible assets, net 9 3,924,317 5,255,018
Trade and other receivables 1,800 1,800
----------------------------------------- ------ ------------- ------------
6,016,249 15,018,976
----------------------------------------- ------ ------------- ------------
Current assets
Trade and other receivables 11 2,905,576 751,524
Cash and cash equivalents 12 1,236,664 2,086,249
----------------------------------------- ------
4,142,240 2,837,773
----------------------------------------- ------ ------------- ------------
TOTAL ASSETS 10,158,489 17,856,749
----------------------------------------- ------ ------------- ------------
EQUITY AND LIABILITIES
Equity attributable to holders of
the parent
Share capital 15 7,454,052 7,400,732
Share premium 15 10,180,736 7,677,993
Merger relief reserve 8,989,501 8,989,501
Share based payment reserve 1,233,593 1,124,768
Foreign exchange reserve 3,691 165,855
Retained earnings (19,596,545) (9,324,869)
----------------------------------------- ------ ------------- ------------
Total Shareholders' Equity 8,265,028 16,033,980
----------------------------------------- ------ ------------- ------------
Non-current liabilities
Deferred tax liability 14 146,992 569,710
----------------------------------------- ------ ------------- ------------
146,992 569,710
----------------------------------------- ------ ------------- ------------
Current liabilities
Trade and other payables 13 1,746,469 1,253,059
Total Current Liabilities 1,746,469 1,253,059
----------------------------------------- ------ ------------- ------------
TOTAL EQUITY AND LIABILITIES 10,158,489 17,856,749
----------------------------------------- ------ ------------- ------------
The financial statements of SEEEN plc, company number 10621059,
were approved by the board of Directors and authorised for issue on
the 29 June 2023. They were signed on its behalf by:
Adrian Hargrave
Chief Executive Officer
Company Statement of Financial Position
Notes
31 December 31 December
2022 2021
$ $
ASSETS
Non-current assets
Investment in Subsidiaries 10 4,981,583 12,192,026
4,981,583 12,192,026
-------------------------------- ------ -------------- --------------
Current assets
Trade and other receivables 11 4,803,999 2,825,149
Cash and cash equivalents 12 853,317 1,301,405
5,657,316 4,126,554
-------------------------------- ------ -------------- --------------
TOTAL ASSETS 10,638,899 16,318,580
-------------------------------- ------ -------------- --------------
EQUITY AND LIABILITIES
Equity attributable to holders
of the parent
Share capital 15 7,454,051 7,400,732
Share premium 15 10,180,736 7,677,993
Merger reserve 8,989,501 8,989,501
Share based payment reserve 1,233,593 1,124,768
Foreign exchange reserve (333,591) 118,779
Retained earnings (17,583,998) (9,197,895)
-------------------------------- ------ -------------- --------------
Total Shareholders' Equity 9,940,292 16,113,878
-------------------------------- ------ -------------- --------------
Current liabilities
Trade and other payables 13 698,607 204,702
Total Liabilities 698,607 204,702
-------------------------------- ------ -------------- --------------
TOTAL EQUITY AND LIABILITIES 10,638,899 16,318,580
-------------------------------- ------ -------------- --------------
The loss for the financial year in the financial statements of
the parent Company, which related entirely to Plc costs, was
$8,386,104 and $6,124,689 for the 12 months ended 31 December 2022
and 2021, respectively.
The financial statements of SEEEN plc, company number 10621059,
were approved by the board of Directors and authorised for issue on
the 29 June 2023. They were signed on its behalf by:
Adrian Hargrave
Chief Executive Officer
Consolidated Statement of Cash Flows
Year ended Year ended 31
31 December December 2021
2022 $ $
--------------------------------------------------- ------------------- --------------
Cash flows from operating activities
Loss before tax (10,694,984) (3,517,823)
Adjustments for non-cash/non-operating items:
Amortisation of intangible assets 2,061,137 1,605,924
Impairment of goodwill 7,672,026 -
Gain on extinguishment of debt - (198,000)
Share based payments 108,825 349,926
Interest paid - 3,833
Operating cash flows before movements in
working capital (852,996) (1,756,140)
--------------------------------------------------- ------------------- --------------
Decrease/(Increase) in trade and other receivables (3,635) 1,038,554
(Decrease)/Increase in trade and other payables 435,441 (954,885)
--------------------------------------------------- ------------------- --------------
431,806 83,669
--------------------------------------------------- ------------------- --------------
Cash used by operations (421,190) (1,672,471)
--------------------------------------------------- ------------------- --------------
Income taxes paid - -
Net cash used by operating activities (421,190) (1,672,471)
Cash flows from investing activities
Purchase of intangible assets (730,437) (1,540,066)
Net cash used in investing activities (730,437) (1,540,066)
--------------------------------------------------- ------------------- --------------
Cash flows from financing activities
Proceeds from issue of shares 463,314 -
Interest income/(paid) - (3,833)
Net cash generated from/(used by) financing
activities 463,614 (3,833)
--------------------------------------------------- ------------------- --------------
Net increase/(decrease) in cash and cash
equivalents (688,013) (3,216,370)
--------------------------------------------------- ------------------- --------------
Effect of exchange rates on cash (161,572) (33,883)
--------------------------------------------------- ------------------- --------------
Cash and cash equivalents at the beginning
of year 2,086,249 5,336,502
--------------------------------------------------- ------------------- --------------
Cash and cash equivalents at end of year 1,236,664 2,086,249
--------------------------------------------------- ------------------- --------------
Company Statement of Cash Flows
Year ended Year ended
31 December 31 December
2022 $ 2021 $
---------------------------------------------- ------------- -------------
Cash flows from operating activities
Loss before tax (8,386,104) (6,124,689)
Adjustments for non-cash/non-operating
items:
Share based payment expense 108,825 349,926
Change in carrying value of investment
in subsidiaries 7,672,026 5,075,122
Operating cash flows before movements
in working capital (605,253) (699,641)
---------------------------------------------- ------------- -------------
Decrease (Increase) in trade and other - -
receivables
(Decrease) Increase in trade and other
payables 493,908 (134,460)
---------------------------------------------- ------------- -------------
Cash used by operations (111,345) (834,101)
---------------------------------------------- ------------- -------------
Income taxes - -
---------------------------------------------- ------------- -------------
Net cash used by operating activities (111,345) (834,101)
---------------------------------------------- ------------- -------------
Cash flows from investing activities - -
---------------------------------------------- ------------- -------------
Loans to subsidiaries (461,583) (2,326,770)
---------------------------------------------- ------------- -------------
Net cash used in investing activities (461,583) (2,326,770)
---------------------------------------------- ------------- -------------
Cash flows from financing activities
Proceeds from issue of shares 463,314 -
Net cash/generated from financing activities 463,614 -
(Decrease)/Increase in cash and cash
equivalents (109,315) (3,160,871)
---------------------------------------------- ------------- -------------
Effect of exchange rates on cash (338,774) 62,319
---------------------------------------------- ------------- -------------
Cash and cash equivalents at the beginning
of year 1,301,405 4,399,957
---------------------------------------------- ------------- -------------
Cash and cash equivalents at end of year 853,317 1,301,405
---------------------------------------------- ------------- -------------
There have been no changes in liabilities arising from financing
activities.
Notes to the Financial Statements
1 General information
The Group is a global media and technology platform whose
mission is to leverage its AI and machine learning technology to
more efficiently momentise video and to license such capabilities
to brands, creators and publishers to enable discovery, sharing and
e-commerce. The Company is a public limited company domiciled in
the United Kingdom and incorporated under registered number
10621059 in England and Wales. The Company's registered office is
27-28 Eastcastle Street, London W1W 8DH.
The Company is listed on AIM, a market operated by the London
Stock Exchange. These Financial Statements were authorised for
issue by the Board of Directors on 29 June 2023.
2 Significant accounting policies
Basis of preparation
These Financial Statements of the Group and Company are prepared
on a going concern basis, under the historical cost convention
except for certain financial instruments which are carried at fair
value as specified within the individual accounting policies.
These financial statements consolidate those of the Company and
its subsidiaries (together referred to as the "Group"). The Parent
Company financial statements present information about the Company
as a separate entity.
Both the Company and consolidated financial statements have been
prepared and approved by the Directors in accordance with UK
adopted International Accounting Standards ("Adopted IFRSs"). On
publishing the Company financial statements here together with the
consolidated financial statements, the Company is taking advantage
of the exemption in s408 of the Companies Act 2006 not to present
its individual income statement and statement of comprehensive
income and related notes.
The accounting policies set out below have been applied
consistently to all periods presented in these financial
statements.
The Financial Statements are presented in US Dollars ($),
rounded to the nearest dollar.
Going concern
The financial statements have been prepared on a going concern
basis, which assumes that both the Group and the Company will be
able to meet their liabilities as they fall due for the foreseeable
future. Both the Group and the Company are dependent for their
working capital requirements on their cash holdings, amounts
received from the December 2022 fundraising and ongoing income from
the Group's operations. The cash holdings of the Group at 31
December 2022 and 31 December 2021 were $1.2 million (with
approximately $2.1 million in further equity funding committed but
not yet received from the December 2022 fundraising after fees
related to the fundraising, which was subsequently received during
January 2023) and $2.1 million, respectively. The cash holdings of
the Company at 31 December 2022 and 31 December 2021 were $0.9
million (with approximately $2.1 million in further equity funding
committed but not yet received from the December 2022 fundraising
after fees related to the fundraising, which was subsequently
received during January 2023) and $1.3 million, respectively.
Given the recent fundraising, the Directors have prioritised
spending in 1H23 on (i) new features for CreatorSuite 2.0 demanded
by customers and (ii) investments in the Group's sales function.
Following the release of CreatorSuite 2.0, the Group's focus will
remain on commercializing its technology and services offering. The
Directors have prepared detailed cash flow projections which are
based on their current expectations of trading prospects, as well
as scenarios where sales fail to materialize as expected. Under all
these scenarios, the Group has sufficient cash resources for at
least one year from the date of these accounts, although the Board
has plans to reduce cash burn significantly from current levels
should product sales fail to materialize, which provides the Group
with sufficient cash resources for an extended period. Accordingly,
the Directors have concluded that it is appropriate to continue to
adopt the going concern basis in preparing these financial
statements.
Basis of consolidation
The accompanying consolidated financial statements of SEEEN plc
include its wholly owned subsidiaries: GT Channel, Inc., Tagasauris
Inc., and SEEEN, Inc.
The Consolidated Statement of Comprehensive Income includes the
results of all subsidiary undertakings for the period from the date
on which control passes. Control is achieved where the Company (or
one of its subsidiary undertakings) obtains the power to govern the
financial and operating policies of an investee entity so as to
derive benefits from its activities.
The purchase method of accounting is used to account for the
acquisition of subsidiaries by the Company. The cost of an
acquisition is measured as the fair value of the assets given,
equity instruments issued, and liabilities incurred or assumed at
the date of exchange. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date,
irrespective of the extent of any non-controlling interest. The
excess of the cost of acquisition over the fair value of the
Company's share of the identifiable net assets acquired is recorded
as goodwill. If the cost of acquisition is less than the fair value
of the net assets of the subsidiary acquired, the difference is
recognized directly in the income statement.
All Inter-company transactions and balances and unrealized gains
or losses on transactions between Group companies are eliminated in
full.
Revenue recognition
Under IFRS 15, revenue is recognized when a customer obtains
control of a good or a service and thus has the ability to direct
the use of and obtain the benefits from the good or service.
Nature of CSP
SEEEN owns 100% of GT Channel, Inc, which operates a Creator
Service Provider ("CSP") (formerly multichannel network ("MCN")).
The CSP aggregates content supplied by creators. The CSP then
provides such content to YouTube, who is the customer. YouTube then
directs the use of such content to gain the benefit of digital ad
revenue from brands. YouTube takes forty-five per cent. of the
gross amount of digital ad revenue and then pays the CSP. The Group
recognises the payment received from YouTube as revenue, being the
net amount after the deduction of forty-five per cent. of the gross
advertising revenue. YouTube provides the CSP with daily reports on
its receipt of revenue from brands against the CSP's content.
Revenue to the CSP is recognized upon receipt of such reports from
YouTube.
The CSP pays the creators who have supplied videos to the CSP
and these payments are recognized as Cost of Sales in the Group's
statement of comprehensive income.
Property, plant and equipment
All property, plant and equipment is stated at cost less
accumulated depreciation.
Depreciation is computed using the straight-line method over the
estimated useful lives of the assets as follows:
Equipment and displays: 5 to 7 years
Motor vehicles: 5 years
Leasehold improvements: 7 years or lease term, whichever is shorter
The asset's residual values and economic lives are reviewed, and
adjusted if appropriate, at each reporting date. An asset's
carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount. Assets that are no longer of economic use to
the business are retired.
Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount and are recognised within other
(losses) or gains in the income statement.
Goodwill
Goodwill represents the excess of the fair value of the
consideration over the fair values of the identifiable net assets
acquired.
Goodwill arising on acquisitions is not subject to amortisation
but is subject to annual impairment testing. Any impairment is
recognised immediately in the Consolidated Statement of
Comprehensive Income and not subsequently reversed.
Other intangible assets
Intangible assets are recorded as separately identifiable assets
and amortised at historical cost less any accumulated amortisation.
These assets are amortised over their definite useful economic
lives on the straight-line method.
Amortisation is computed using the straight-line method over the
definite estimated useful lives of the assets as follows:
Years
Customer lists 4
Product development 4
Any amortisation is included within total administrative
expenses in the statement of comprehensive income.
Intangible assets with indefinite useful lives are not
amortised, but are tested for impairment annually, either
individually or at the cash-generating unit level. The assessment
of indefinite life is reviewed annually to determine whether the
indefinite life continues to be supportable. If not, the change in
useful life from indefinite to finite is made on a prospective
basis.
The asset's residual values and economic lives are reviewed, and
adjusted if appropriate, at each reporting date. An asset's
carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount and are recognised within other
(losses) or gains in the Statement of Comprehensive Income.
Research and development
Research expenditure is recognised as an expense when incurred.
Costs incurred on development projects (relating to the design and
testing of new or improved products) are recognised as intangible
assets when the following criteria are fulfilled.
-- It is technically feasible to complete the intangible asset
so that it will be available for use or resale;
-- Management intends to complete the intangible asset and use or sell it;
-- There is an ability to use or sell the intangible;
-- It can be demonstrated how the intangible asset will generate
possible future economic benefits;
-- Adequate technical, financial and other resource to complete
the development and to use or sell the intangible asset are
available; and
-- The expenditure attributable to the intangible asset during
its development can be reliably measured.
Other development expenditures that do not meet these criteria
are recognised as an expense in the period incurred. Development
costs previously recognised as an expense are not recognised as an
asset in a subsequent period. Capitalised development costs are
recorded as intangible assets and are amortised from the point at
which they are ready for use on a straight-line basis over the
asset's estimated useful life.
Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that is subject to risks and
returns that are different from those of other business segments.
During the year to 31 December 2022, the majority of revenue for
the Group was generated from its CSP operation. As the Group's
revenue mix evolves, the Directors expect to split out revenue by
type in the Accounts.
Impairment reviews
Assets that are subject to amortisation and depreciation are
reviewed for impairment when events or changes in circumstances
indicate that the carrying amount may not be fully recoverable.
Assets that are not subject to amortisation and depreciation are
reviewed on an annual basis at each year end (including goodwill)
and, if there is any indication that an asset may be impaired, its
recoverable amount is estimated. The recoverable amount is the
higher of its net selling price and its value in use. Any
impairment loss arising from the review is charged to the Statement
of Comprehensive Income whenever the carrying amount of the asset
exceeds its recoverable amount.
Share based payments
The Group has made share-based payments to certain Directors,
employees and advisers by way of issue of share options. The fair
value of these payments is calculated either using the Black
Scholes option pricing model or by reference to the fair value of
any fees or remuneration settled by way of granting of options. The
expense is amortisation on a straight-line basis over the period
from the date of award to the first date of exercise, based on the
best estimate of the number of shares that will eventually
vest.
Taxation
Income tax expense represents the sum of the current tax and
deferred tax charge for the year.
Current tax
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from profit as reported in the
Statement of Comprehensive Income because it excludes items of
income or expense that are taxable or deductible in other periods
and it further excludes items that are never taxable or deductible.
The Group's and Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by
the year end.
Deferred tax
Deferred income taxes are provided in full, using the liability
method, for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the
Financial Statements. Deferred income taxes are determined using
tax rates that have been enacted or substantially enacted and are
expected to apply when the related deferred income tax asset is
amortisation or the related deferred income tax liability is
settled.
The principal temporary differences arise from depreciation or
amortisation charged on assets and tax losses carried forward.
Deferred tax assets relating to the carry forward of unused tax
losses and are recognised to the extent that it is probable that
future taxable profit will be available against which the unused
tax losses can be utilised. The carrying amount of deferred tax
assets is reviewed at each reporting date and reduced to the extent
that it is probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, deposits held
at call with banks, and other short term highly liquid investments
with original maturities of three months or less.
Foreign currencies
(i) Functional and presentational currency
Items included in the Financial Statements are measured using
the currency of the primary economic environment in which each
entity operates ("the functional currency") which is considered by
the Directors to be Pounds Sterling (GBP) for the Parent Company
and US Dollars ($) for SEEEN, Inc, GTChannel, Inc and Tagasauris,
Inc. The Financial Statements have been presented in US Dollars
which represents the dominant economic environment in which the
Group operates. The effective exchange rate at 31 December 2022 was
GBP1 = US$1.2098 (31 December 2021 was GBP1 = US$1.3757). The
average exchange rate for the year to 31 December 2022 was GBP1 =
US$1.2322 (31 December 2021 was GBP1 = US$1.3520).
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in the statement of
comprehensive income.
(iii) Group Companies
The results and financial position of all the Group entities
that have a functional currency different from the presentational
currency are translated into the presentational currency as
follows:
(a) assets and liabilities for each statement of financial
position presented are translated at closing rate at the date of
the statement;
(b) the income and expenses are translated at average exchange
rates for period where there is no significant fluctuation in
rates, otherwise a more precise rate at a transaction date is used;
and
(c) all resulting exchange differences are recognised in other
comprehensive income and accumulated in the foreign exchange
reserve.
Financial instruments
Financial assets and financial liabilities are recognised in the
Group's statement of financial position when the Group becomes a
party to the contractual provisions of the instrument.
Loans and receivables
Trade receivables, loans, and other receivables held with the
objective to collect the contractual cash flows are classified as
subsequently measured at amortised cost. These are initially
measured at fair value plus transaction costs. At each period end,
there is an assessment of the expected credit loss in accordance
with IFRS 9; with any increase or reduction in the credit loss
provision charged or released to other selling and administrative
expenses in the statement of comprehensive income.
Impairment of financial assets
The Group recognises an allowance for expected credit losses
("ECLs") for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all
the cash flows that the Group expects to receive, discounted at an
approximation of the original effective interest rate.
The Group also recognises lifetime ECLs for trade receivables.
The ECLs on these financial assets are estimated using a provision
matrix based on the Group's historical credit loss experience,
adjusted for factors that are specific to the debtors, general
economic conditions and an assessment of both the current as well
as the forecast conditions at the reporting date, including time
value of money where appropriate.
For all other financial instruments, the Group recognises
lifetime ECL when there has been a significant increase in credit
risk since initial recognition. However, if the credit risk on the
financial instrument has not increased significantly since initial
recognition, the Group measures the loss allowance for that
financial instrument at an amount equal to 12 -- month ECL.
Financial liabilities
Financial liabilities, including borrowings, are initially
measured at fair value, net of transaction costs and are
subsequently measured at amortised cost using the effective
interest method.
Equity instruments
An equity instrument is any instrument with a residual interest
in the assets of the Company after deducting all of its
liabilities. Equity instruments (ordinary shares) are recorded at
the proceeds received, net of direct issue costs.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only
when, the Group's obligations are discharged, cancelled or they
expire.
Critical accounting estimates and judgements
The preparation of Financial Statements in conformity with
International Financial Reporting Standards requires the use of
judgements together with accounting estimates and assumptions that
affect the reported amounts of assets and liabilities and the
reported amounts of income and expenses during the reporting
period. Although these judgements and estimates are based on
management's best knowledge of current events and actions, the
resulting accounting treatment estimates will, by definition,
seldom equal the related actual results.
The following are the critical judgements and estimations that
the Directors have made in the process of applying the Company's
accounting policies and that have the most significant effect on
the amounts recognised in the financial statements.
Impairment of goodwill
Impairment of the valuation of the goodwill relating to the
acquisition of subsidiaries is considered annually for indicators
of impairment to ensure that the asset is not overstated within the
financial statements. The annual impairment assessment in respect
of goodwill requires estimates of the value in use (or fair value
less costs to sell) of subsidiaries to which goodwill has been
allocated. This requires the Directors to estimate the future cash
flows and an appropriate discount factor, in order that the net
present value of those cash flows can be determined. Further
details are provided in note 9 to the financial statements.
Impairment of investment in subsidiaries
Impairment of the valuation of the investment in subsidiaries
relating to the acquisition of subsidiaries and subsequent funding
of such subsidiaries is considered annually for indicators of
impairment to ensure that the asset is not overstated within the
financial statements. The annual impairment assessment in respect
of such investment requires estimates of the value in use (or fair
value less costs to sell) of subsidiaries to which investment has
been allocated. This requires the Directors to estimate the future
cash flows and an appropriate discount factor, in order that the
net present value of those cash flows can be determined. Further
details are provided in note 10 to the financial statements.
Amortisation of intangible assets
The periods of amortisation adopted to write down capitalised
intangible assets requires judgements to be made in respect of
estimating the useful lives of the intangible assets to determine
an appropriate
amortisation rate. Technology and website development costs are
being amortised on a straight-line basis over the period during
which the economic benefits are expected to be received, which has
been estimated at 4 years.
3 Expenses by nature
The Group's operating profit has been arrived at after
charging:
Year ended Year ended
31 December 31 December
2022 2021
$ $
--------------------- ------------ ------------
Employee costs 369,255 724,457
Severance costs 91,333 291,144
Consulting services 84,713 128,490
Agency fees 58,011 614,053
Rent - 11,145
Professional fees 202,974 233,600
Listing fees 17,012 14,372
Other 533,338 444,690
Subtotal (1,356,636) (2,461,951)
Year ended Year ended
31 December 31 December
2022 2021
$ $
------------------------------------- ------------ ------------
Auditors remuneration
Fees payable to the Group's auditor
for audit of Parent Company and
Consolidated Financial Statements 48,059 37,856
Fees payable to the Group's auditor
for non-audit services - 4,056
------------------------------------- ------------ ------------
The Group auditors are not the auditors of the US subsidiary
companies. The fees paid to the auditor of the US subsidiary
companies were $45,000 (31 December 2021: $40,000) for the audit of
these companies with no payments for other services.
4 Employees and Executive Directors
The Executive Directors are considered to be the key management
of the business.
` Year ended Year ended
31 December 31 December
2022 2021
$ $
Staff costs for all employees, including
Executive Directors consist of:
Wages and Salaries 606,130 1,015,601
Share Based Payments Expense 108,825 349,925
714,955 1,365,526
------------------------------------------ ------------ ------------
Information regarding Executive Directors emoluments are as
follows:
Year ended 31 December 6 months ended
2022 31 December
2021
$ $
---------------------------------------- ---------------------- --------------
Short-Term employee benefits
Directors' fees, salaries and benefits 211,130 547,234
Social Security Costs 24,497 70,558
235,627 617,792
---------------------------------------- ---------------------- --------------
The highest paid Executive Director received emoluments of
$154,035 (31 December 2021: $291,144, including termination
payment).
The average number of employees (including Directors) in the
Group during the year was:
Year ended Year ended
31 December 31 December
2022 2021
Directors (executive and non-executive) 4 5
Management 1 2
Other 3 3
8 10
---------------------------------------- ----------- -----------
Note: The Group also uses five full time consultants on its
proprietary technology products and other third party contractors
whose workload is varied each month for software engineering and
product development. These costs are represented in Consulting
Services in Note 3 above.
5 Share options
The Company grants share options at its discretion to Directors,
management and advisors. These are accounted for as equity settled
options. Should the options remain unexercised after a period of
ten years from the date of grant the options will expire unless an
extension is agreed to by the board. Options are exercisable at a
price equal to an exercise price determined by the board.
Details for the share options and warrants granted, exercised,
lapsed and outstanding at the year-end are as follows:
Weighted average
exercise price
(GBp)
Number of share
options 2022 2022
-------------------------------- -------------------------------- ------------------------
Outstanding at beginning of
year 8,396,887 52.2
Granted during the year 200,000 30.0
Forfeited/lapsed during the - -
year
Exercised during the year - -
-------------------------------- -------------------------------- ------------------------
Outstanding at end of the year 8,596,887 51.7
-------------------------------- -------------------------------- ------------------------
Exercisable at end of the year 4,996,887 45.0
-------------------------------- -------------------------------- ------------------------
During the year the Company granted options to Charles Burdick
upon appointment to the Board.
Fair value of share options
During the year, the Group granted 200,000 Share Options with an
exercise price of 30 pence ($0.378) with graduated three year
vesting and subject to continuing to be a director of the
Company.
The fair value of options granted during 2022 has been
calculated using the Black Scholes model which has given rise to a
fair value per share of 2.7p. This is based on a risk-free rate of
1.47% and volatility of 52.5% and that the options will be
exercised on the first date of the exercise period.
The Black Scholes calculations for the options granted during
the year resulted in an annual charge of $108,825 which has been
expensed in 2022.
The weighted average remaining contractual life of the share
options as at 31 December 2022 was 7.35 years.
Options arrangements that exist over the Company's shares at
year end are detailed below:
31 December 31 December Date of Exercise Exercise period
Grant 2022 2021 Grant price From To
---------------------------- ----------- ----------- --------- -------- -----------------------------
AIM Admission Grant Options 4,996,887 4,996,887 30/9/2019 45p 30/9/2020 30/9/2029
2021 Director Fee Options 1,450,000 1,450,000 4/3/2021 60p 4/3/2024 4/3/2031
2021 Incentive Options 1,300,000 1,300,000 4/3/2021 65p 4/3/2024 4/3/2031
2021 Incentive Options 650,000 650,000 13/5/2021 65p 13/5/2024 13/5/2031
2022 Director Options 200,000 - 27/5/2022 30p 27/5/2025 27/5/2032
Total 8,596,887 8,396,887
---------------------------- ----------- ----------- --------- -------- -------------- -------------
All share options are equity settled on exercise.
6 Finance expense
Year ended Year ended
31 December 31 December
2022 2021
$ $
Interest expense - 3,833
----------------------- -------------- --------------
7 Taxation
The major components of income tax expense for the periods
ending 31 December 2022 and December 2021 are as follows:
Year ended Year
31 December 31 December
2022 2021
Group $ $
---------------------------------- ------------ ------------
Current tax: - -
Current tax (benefit) on profits - -
in the year
Prior year over provision - -
Total Tax charge (benefit) - -
---------------------------------- ------------ ------------
Deferred tax current year (423,308) (323,510)
Deferred - -
Total Tax charge (benefit) (423,308) (323,510)
---------------------------------- ------------ ------------
The tax on the Company's loss before tax differs from the
theoretical amount that would arise using the weighted average tax
rate applicable to profits and losses as follows:
Year ended Year ended
31 December 31 December
2022 2021
$ $
-------------------------------------- ------------- ------------
Total loss on ordinary activities
before tax (10,694,984) (3,517,822)
Loss on ordinary activities at
the standard rate of corporation
tax in the US of 21% (2021: 21%) (2,245,947) (738,743)
Non-deductible expenses 1,630,970 51,557
State taxes net of federal benefit (199,154) (223,583)
Other tax adjustments, reliefs
and transfers (4,697) 186
Adjustment in respect of prior
year (64,631) (648)
Deferred tax not recognised /
valuation allowance 460,151 587,721
Changes in rates - -
Total Tax charge (423,308) (323,510)
-------------------------------------- ------------- ------------
At the balance sheet date, the Group had unused tax losses (as
reported on the Group's tax returns) of $14,983,247 available for
offset against future profits. $2,232,267 represents unrecognized
deferred tax assets thereon. The deferred tax asset has not been
recognized due to uncertainty over timing of utilization.
8 Earnings per share
The loss per share has been calculated using the profit for the
year and the weighted average number of ordinary shares outstanding
during the year, as follows:
Year ended Year ended
31 December 31 December
2022 2021
-------------------------------------------- ------------ ---------------
Loss for the year attributable to equity
holders of the Parent ($) (10,271,676) (3,194,313)
Weighted average number of ordinary shares 50,131,428 49,957,876
-------------------------------------------- ------------ ---------------
Diluted weighted average number of ordinary
shares 50,131,428 49,957,876
-------------------------------------------- ------------ ---------------
Loss per share (cents) (20.48) (6.39)
-------------------------------------------- ------------ ---------------
Diluted loss per share (cents) (20.48) (6.39)
-------------------------------------------- ------------ ---------------
9 Intangible assets
Group Goodwill Arising Other Intangible Development
on Consolidation Assets Costs Totals
----------------
$ $ $ $
---------------- ------------------------------- ----------------- ------------ ------------
Net Book Value
At 31 December
2020 9,762,158 3,273,183 2,047,692 15,083,033
---------------- ------------------------------- ----------------- ------------ ------------
Additions - - 1,540,066 1,540,066
---------------- ------------------------------- ----------------- ------------ ------------
Amortisation - (1,190,249) (415,675) (1,605,924)
---------------- ------------------------------- ----------------- ------------ ------------
At 31 December
2021 9,762,158 2,082,934 3,172,083 15,017,175
---------------- ------------------------------- ----------------- ------------ ------------
Additions - - 730,437 730,437
---------------- ------------------------------- ----------------- ------------ ------------
Amortisation (7,672,026) (1,190,249) (870,888) (9,733,163)
---------------- ------------------------------- ----------------- ------------ ------------
At 31 December
2022 2,090,132 892,685 3,031,632 6,014,449
---------------- ------------------------------- ----------------- ------------ ------------
The cost of other intangible assets comprises customer lists and
technology development acquired at the date of acquisition. The
other intangible assets are being amortised over a period of 4
years. Amortisation is charged to administrative costs in the
Statement of Comprehensive Income.
Goodwill and Impairment
The carrying value of goodwill in respect of each acquisition
was as follows:
31 December
31 December 2022 2021
----------------------- ----------------- ------------
GTChannel, Inc 700,322 3,165,023
Tagasauris, Inc 827,994 3,643,678
Entertainment AI, Inc 561,816 2,953,457
----------------------- ----------------- ------------
Total 2,090,132 9,762,158
----------------------- ----------------- ------------
The Group tests goodwill annually for impairment, or more
frequently if there are indications that goodwill might be
impaired. In order to perform this test, management is required to
compare the carrying value of the relevant cash generating unit
("CGU") including the goodwill with its recoverable amount. The
recoverable amount of the CGU is determined from a value in use
calculation. Management has assessed that there is one CGU
encompassing all of the Group's subsidiaries. This is based on the
Group's business plan as stated in its admission document, as well
as considering how the Group is managed and directed. The
subsidiary entities offer a combination of cross-supplied
technology and services that will enable the Group to create a
Multi Platform Network. This synergistically leverages the Group's
technology, current customer base and wider business plan and
strategic partners. These features are each supplied by the
different acquisitions made in the period and as such, the
Directors consider provisionally that it is most appropriate that
the CGU consist of all three subsidiaries.
The Group is selling products to customers based on our
proprietary technology for the publishing, sports, retail and
services market segments. The Board has deemed the Video Experience
Platform and related products previously targeted for
"experience-based" market segments will not find traction in the
current market and will not provide future cashflow for the Group.
After analysing the sales growth and projected cost of capital
associated with investment in these projects, the carrying value is
less than the value in use and hence the goodwill from the time of
the acquisition should be impaired. Key assumptions in this
impairment review included: (i) a perpetuity growth rate from 2025
of 2%, (ii) a discount rate of 16.0% and (iii) customer acquisition
remains consistent with 2Q 2023 levels and does not increase.
10 Investment in subsidiary undertakings
Loan to group
Cost of investment undertaking Total
Company $ $ $
--------------------- ------------------- -------------- -------------
Cost
At 31 December 2021 12,984,835 4,282,313 17,267,148
Additions - 461,583 461,583
At 31 December 2022 12,984,835 4,743,896 17,728,731
--------------------- ------------------- -------------- -------------
Impairment
At 31 December 2021 (5,075,122) - (5,075,122)
Impairment (7,672,026) - (7,672,026)
At 31 December 2022 (12,747,148) - (12,747,148)
--------------------- ------------------- -------------- -------------
Carrying amount
At 31 December 2021 7,909,713 4,282,313 12,192,026
At 31 December 2022 237,687 4,743,896 4,981,583
--------------------- ------------------- -------------- -------------
The Directors annually assess the carrying value of the
investment in the subsidiaries and in their opinion an impairment
provision of $7,672,026 is required to reflect the termination of
progress with selling Video Experience Platforms, as envisaged at
the time of the acquisition of the subsidiaries.
The subsidiary undertakings during the year were as follows:
Interest
Country held
Registered office address of incorporation %
199 Whitney Avenue, New
Haven, Connecticut 06511
GTChannel, Inc. U.S. US 100%
199 Whitney Avenue, New
Haven, Connecticut 06511
Tagasauris, Inc. U.S. US 100%
199 Whitney Avenue, New
Entertainment AI, Haven, Connecticut 06511
Inc. U.S. US 100%
------------------- ----------------------------- ------------------- ---------
All subsidiaries are owned directly by the Parent Company.
11 Trade and other receivables
Group Company
------------------------------------------ -------------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
$ $ $ $
Trade and other receivables 2,905,576 751,524 2,092,449 -
---------------------------------- ------------- ------------- ------------- -------------------
Intercompany receivables - - 2,711,550 2,825,149
---------------------------------- ------------- ------------- ------------- -------------------
In determining the recoverability of accounts receivable, the
Company considers any changes in the credit quality of the accounts
receivable from the date credit was initially granted up to the
reporting date. The accounts receivable that are neither past due
nor impaired relate to customers that the Company has assessed to
be creditworthy based on the credit evaluation process performed by
management which considers both customers' overall credit profile
and its payment history with the Company. Any loss allowance is
determined in accordance with IFRS 9.
Of the total trade and other receivables, sums committed but not
yet received from the December 2022 fundraising were $2,092,449.
These have subsequently been received during January 2023.
12 Cash and cash equivalents
Group Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2022 2021 2022 2021
$ $ $ $
Cash at bank and in hand 1,236,664 2,086,249 853,317 1,301,405
------------------------------ ------------ -------------- -------------- --------------
13 Trade and other payables
Group Company
---------------------------- ----------------------------
Year Ended Year Ended Year Ended Year Ended
31 December 31 December 31 December 31 December
2022 2021 2022 2021
$ $ $ $
----------------------------- ------------- ------------- ------------- -------------
Trade payables 1,058,385 471,983 510,456 68,418
Accruals and other payables 688,083 781,076 188,152 136,284
----------------------------- ------------- ------------- ------------- -------------
1,746,468 1,253,059 698,608 204,702
----------------------------- ------------- ------------- ------------- -------------
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and ongoing costs and are payable
within 3 months.
14 Deferred Tax
Total
$
---------------------------------- ----------
Balance as at 1 January 2022 (569,710)
Deferred tax charge for the year 423,308
Balance At 31 December 2022 (146,992)
---------------------------------- ----------
The deferred tax provision comprises:
31 December
31 December 2022 2021
$ $
--------------------------- ----------------- ------------
Deferred tax liability
arising from acquisition
of intangible assets 142,917 569,710
--------------------------- ----------------- ------------
Total 142,917 569,710
--------------------------- ----------------- ------------
At the balance sheet date, the Group had unused tax losses (as
reported on the Group's tax returns) of $11,787,927 available for
offset against future profits. $1,776,191 represents unrecognized
deferred tax assets thereon. The deferred tax asset has not been
recognized due to uncertainty over timing of utilization.
15 Share capital
The issued share capital in the year was as follows:
Group & Company
Nominal Value of Shares
Number of Shares $
Ordinary Deferred Ordinary Deferred Total
At 31 December 2021 49,957,876 - 7,400,732 - 7,400,732
Reclassification
of Shares 49,957,876 49,957,876 61,673 7,339,059 7,400,732
--------------------- ----------- ----------- ---------- ---------- ----------
Issue of Shares 43,387,939 - 53,320 - 53,320
--------------------- ----------- ----------- ---------- ---------- ----------
At 31 December 2022 93,345,815 49,957,876 114,992 7,339,059 7,454,052
--------------------- ----------- ----------- ---------- ---------- ----------
.
Group & Company
Share capital Share premium
$ $
At 31 December 2021 7,400,732 7,677,903
At 31 December 2022 7,454,051 10,180,736
--------------------- -------------- --------------
During the year to 31 December 2022, the Company issued
43,387,939 ordinary shares of 0.1 pence each at an issue price of 6
pence per ordinary share. Simultaneously, the Company undertook a
capital reorganization whereby each previous ordinary share of 12
pence each was subdivided into 1 new ordinary share of 0.1 pence
each and 1 deferred share of 11.9 pence each ("Deferred Shares").
These Deferred Shares do not have any voting rights and very
limited economic rights after holders of ordinary shares have
together received the nominal amounts paid up on such shares, plus
GBP10,000,000,000. In addition, they will not carry any right to
participate in any dividend or other distribution. In each case a
payment, on a return of capital, to any one holder of Deferred
Shares shall satisfy the payment required. The Company will be
authorised at any time to effect a transfer of the Deferred Shares
without reference to the holders thereof and for no consideration
pursuant to and in accordance with the Companies Act. Accordingly,
the Deferred Shares will, for all practical purposes, be valueless
and it is the Board's intention, at an appropriate time, to have
the Deferred Shares cancelled, whether through an application to
the Companies Court or otherwise in accordance with the Companies
Act. No share certificates will be issued for the Deferred
Shares.
16 Financial instruments
Financial instruments
As at the dates presented, the Group has classified its
financial instruments as follows:
Loans and Other Financial
Receivables Liabilities Fair Value
at Amortized at Amortized through Profit
Cost Cost or Loss Total
At 31 December 2022 $ $ $ $
----------------------------- -------------- ---------------- ---------------- ----------
Financial Assets
Cash 1,236,664 - - 1,236,664
Trade and Other Receivables 2,724,615 - - 2,724,615
Financial Liabilities
Trade and Other Payables - 1,471,943 - 1,471,943
Borrowings - Current - - - -
Loans and Other Financial
Receivables Liabilities Fair Value
at Amortized at Amortized through Profit
Cost Cost or Loss Total
At 31 December 2021 $ $ $ $
----------------------------- -------------- ---------------- ---------------- ----------
Financial Assets
Cash 2,086,249 - - 2,086,249
Trade and Other Receivables 751,524 - - 751,524
Financial Liabilities
Trade and Other Payables - 1,253,059 - 1,253,059
Borrowings - Current - - - -
Credit risk management
The Company is exposed to credit risk associated with its
accounts receivable. Credit risk is minimized substantially by
ensuring the credit worthiness of the entities with which it
carries on business. Most of the Group's revenues are derived from
its CSP business. The key counterparty for this business is
YouTube. The performance obligations arise at the time that CSP
videos generate advertising or other income on YouTube. YouTube
makes a monthly payment to the Group, approximately 20 days in
arrears. In the periods to 31 December 2022 and 31 December 2021,
the Company did not experience any significant instance of
non-payment from its customers and expects this to continue to be
the case, thus a provision has not been made for potentially
uncollectable amounts. In addition, as at 31 December 2022, $
2,092,449 of the accounts receivable related to fundraising amounts
committed but not received from the Company's December 2022
fundraising. Such sums were subsequently received during January
2023.
The Company's accounts receivable aging as follows:
31 December
31 December 2022 2021
------------------------ ----------------- ------------
Current 2,724,615 751,524
31-60 days - -
61-90 days - -
>90 days - -
------------------------ ----------------- ------------
2,724,615 751,524
Allowance for doubtful
accounts - -
Total 2,724,615 751,524
------------------------ ----------------- ------------
Interest rate risk management
Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of
changes in market rates. The Company's exposure to interest rate
risk is based on short-term fixed interest rates. At 31 December
2022, the Company's exposure to interest rate risk was determined
to be nominal.
Capital risk management
In managing its capital, the Group's primary objective is to
maintain a sufficient funding base to enable working capital,
research and development commitments and strategic investment needs
to be met and therefore to safeguard the Group's ability to
continue as a going concern in order to provide returns to
shareholders and benefits to other stakeholders. In making
decisions to adjust its capital structure to achieve these aims,
including through new share issues, the Group considers not only
its short-term position but also its long term operational and
strategic objectives.
The capital structure of the Group currently consists of equity
comprising issued capital, reserves and retained earnings. The
Group is not subject to any externally imposed capital
requirements. The Group monitors this expenditure and is on track
to spend the required funds by such date.
Foreign currency risk management
Foreign exchange transaction risk arises when individual Group
operations enter into transactions denominated in a currency other
than the dominant economic currency of the Group. The principal
risk arises from the Group's holding company and payments made in
relation to the holding company's activities in the United
Kingdom.
The carrying amount of the Group's foreign currency denominated
monetary assets and monetary liabilities were:
Group Company
Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2022 2021 2022 2021
$ $ $ $
------------- -------------- -------------- -------------- --------------
Assets
Sterling 848,305 1,059,409 848,305 1,059,409
------------- -------------- -------------- -------------- --------------
Liabilities
Sterling 369,809 370,082 369,809 370,082
------------- -------------- -------------- -------------- --------------
As shown above, at 31 December 2022 the Group had Sterling
denominated monetary net assets of $478,496 (31 December 2021:
$689,327). If Sterling weakens by 10% against the US dollar, this
would decrease net assets by $47,850 (31 December 2021: $68,933)
with a corresponding impact on reported losses. Changes in exchange
rate movements resulted in a loss from exchange differences on a
translation of foreign exchange of $663,130 in the year to 31
December 2022 (year to 31 December 2021: loss of $132,420),
resulting primarily from the holding of cash in sterling.
Liquidity risk management
Ultimate responsibility for liquidity management rests with
management. The Group's policy is to ensure that it will have
sufficient cash to allow it to meet its liabilities when they
become due and so cash holdings may be high during certain periods
throughout the period. The Group currently has no bank borrowing or
overdraft facilities. All liabilities are current and expected to
be settled within 3 months.
The Group's policy in respect of cash and cash equivalents is to
limit its exposure by reducing cash holding in the operating units
and investing amounts that are not immediately required in funds
that have low risk and are placed with a reputable bank.
18 Contingent liabilities
The Directors are not aware of any material contingent
liabilities.
19 Related party transactions
Adrian Hargrave, SEEEN's Chief Executive and a related party as
defined in the AIM Rules for Companies, subscribed for 583,333 new
ordinary shares in a placing of new ordinary shares on 30 December
2022, which represented an amount of approximately GBP35,000 at the
issue price of 6 pence per new ordinary share.
Dr Patrick DeSouza, SEEEN's Chairman, who was at the time a
substantial shareholder of the Company and a related party as
defined in the AIM Rules for Companies, has an interest in 25.07
per cent. of the issued share capital of Water Intelligence plc
("Water Intelligence") and Water Intelligence is therefore a
related party of the Company pursuant to the AIM Rules for
Companies. Water Intelligence subscribed for 2,083,333 new ordinary
shares in a placing of new ordinary shares on 30 December 2022,
which represented an amount of approximately GBP125,000 at the
issue price of 6 pence per new ordinary share.
Gresham House Asset Management Limited ("Gresham House"), a
substantial shareholder of the Company and a related party as
defined in the AIM Rules for Companies, subscribed for 21,133,503
new ordinary shares in a placing of new ordinary shares on 30
December 2022, which represented an amount of approximately GBP1.3
million at the issue price of 6 pence per new ordinary share. As
announced by the Company on 7 December 2022, in connection with its
participation in this placing, pursuant to an agreement between
Gresham House and the Company, it was agreed, inter alia, that, for
as long as Gresham House is the registered holder of a minimum of
10 per cent. of the Company's ordinary shares in issue from time to
time, Gresham House shall be entitled to appoint one director to
the Company's Board as a nominee director.
The Directors are not aware of any other related party
transactions.
20 Subsequent events
Since 31 December 2022, the following Board changes have taken
place; Charles Burdick announced his resignation on 3 February 2023
and ceased to be a director of the Company on 6 April 2023. Mark
Williams was appointed as a director of the Company on 18 May
2023.
In addition, the Group has continued to win a significant level
of customers during 2023, including two new strategic customers
worth over $1 million in annual revenues and approximately $250,000
in annual gross profit contribution, as well as 12 other customer
contracts and implementations.
21 Control
The Company is under the control of its shareholders and not any
one party. The shareholdings of the directors and entities in which
they are related are as outlined within the Director's Report
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END
FR NKCBQNBKBFAB
(END) Dow Jones Newswires
June 30, 2023 02:00 ET (06:00 GMT)
Seeen (LSE:SEEN)
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De Mar 2024 a Abr 2024
Seeen (LSE:SEEN)
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