TIDM7DIG

RNS Number : 4646N

7digital Group PLC

30 September 2021

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

30 September 2021

7digital Group plc

("7digital", "the Company" or "the Group")

Interim Results

7digital (AIM: 7DIG), the global leader in B2B end-to-end digital music solutions, announces its interim results for the six months ended 30 June 2021.

Financial Highlights(1)

   --    Revenues increased by 6% to GBP3.3m (H1 2020: GBP3.1m) 
   --    Gross margin of 62.6% (H1 2020: 65.9%) 
   --    Adjusted(2) administrative expenses reduced by 6% to GBP3.1m 
   --    Adjusted(2) EBITDA loss reduced to GBP1.0m (H1 2020: loss of GBP1.1m) 
   --    Operating loss of GBP1.9m (H1 2020: loss of GBP1.0m) 
   --    Fully diluted loss per share of GBP0.07 (H1 2020: GBP0.04 loss) 

-- Cash and cash equivalents at 30 June 2021 of GBP0.5m (31 December 2020: GBP2.8m; 30 June 2020: GBP0.2m) and GBP0.2m at 29 September 2021

(1) The H1 2020 accounts have been restated (see note 1 to the financial statements)

(2) Adjusted to exclude other adjusting items, amortisation, foreign exchange, depreciation and share-based payments (see note 6 to the financial statements)

Operational Highlights

-- Long-term contracts with seven new licensing customers during the period, and a further two post period, as the Company continued its strategic expansion in its key growth markets of fitness and wellness, social media and artist monetisation

o Multi-year contracts with fitness companies Barry's, Volava, FORME and others

o Signed contract with Kuaishou, a leading content community and social platform based in China

o eMusic Live partnered with further artists, agencies and venues to provide new monetisation opportunities for the music industry

-- Platform has now hosted 71 performances in total, including livestream and hybrid events from major artists such as Alfie Boe, Tina Arena and Crowded House in the period

-- Became the first and only music livestream platform to offer artist non-fungible tokens (NFTs) alongside ticketed events running on the platform

-- Signed a multi-year renewal with a global technology company across multiple territories - a major validation for the scale and reach of 7digital's platform

   --    Four contract extensions or renewals signed during the period and seven post period 

Outlook

-- 7digital entered the second half of 2021 with a strong pipeline across its core segments as well as a number of prospective contracts in the new segments of gaming and connected-car entertainment

-- Company has been working actively with its partners to facilitate the process for prospective customers to secure licensing agreements with music labels

-- In some instances, the process has been more protracted than anticipated, accordingly, some contracts the Company had expected to sign in the second half of 2021 are now anticipated to complete in the first half of 2022

-- As a result of the above, the Company currently expects its revenue for the full year to be slightly below expectations, with certain H2 2021 forecast revenues now moving into 2022, and that it will not achieve EBITDA positivity for the full 12 months

-- The Board is confident that some of the prospective contracts, which represent significant revenue, will be signed in the near-term and that the others in the pipeline will follow in due course. It expects to regain EBITDA positivity for Q4 2021 and is very confident of delivering EBITDA positivity for full year 2022 with significant revenue growth

-- The Company is in advanced discussions over a banking facility, which are expected to conclude shortly, and also continues to have the unwavering support of its major shareholders

Paul Langworthy, CEO of 7digital, said: "Our market-leading position and strategic focus on core sectors has enabled us to grow the number of customers licensing our technology as well as the scale and reach of our music platform. 7digital has entered the second half of 2021 with a strong pipeline across fitness and wellness and social media as well as a number of prospective contracts in the new segments of gaming and connected-car entertainment. We are currently in advanced negotiations with multiple new customers representing significant revenue. However, the pace of closing deals is dependent on our clients completing their licensing deals with labels and in some instances we have found this is taking longer than we had hoped.

"In the second half, we plan to accelerate our stated strategic vision to align ourselves, through innovation, with the interests of the artists as well as consumers of their music. Alongside consolidating our leading position in our core segments of fitness and wellness and social media, our aim is for 7digital to become a leading platform providing artist services beyond traditional streaming such as creating direct-to-fan opportunities including NFTs, livestreaming and merchandising on a global scale. As a result, we remain very confident in the outlook for the business in the medium- to long-term and the opportunities ahead."

Enquiries

 
 7digital                             c/o +44 20 7618 9100 
  Paul Langworthy 
 
 Arden Partners (Nominated Adviser 
  and Broker) 
  Richard Johnson                     +44 20 7614 5900 
 
 Luther Pendragon (Financial PR)      +44 20 7618 9100 
  Harry Chathli, Joe Quinlan            7digitalIR@luther.co.uk 
 

About 7digital

7digital is the global leader in B2B end-to-end digital music solutions, providing a scalable cloud-based platform that enables companies and brands to connect to its global music catalogue and rights management system to launch and manage unique and engaging music experiences. Operating worldwide in over 80 markets and integrated with more than 300,000 labels and publishers, 7digital's platform automates the complex and time-consuming processes of music management, making it easier to access and use music in streaming services, social media, home fitness, gaming, retail and more. With best-in-class infrastructure, deep industry expertise and intelligence tools, 7digital empowers their clients to innovate, grow and serve tomorrow's music consumer. For more information, visit http://www.7digital.com/ .

Operational Review

7digital made strong operational progress in the first half of the year and continued to grow revenues from its high-margin music technology offering. By focusing on strategic growth markets - fitness and wellness, social media and artist monetisation - 7digital has increased the number of customers with licensed access to its leading B2B music platform, signing seven new deals during the period and a further two post period. Many of these new customers were signed on long-term contracts, while the Company also maintained its high retention rate and secured multiple contract renewals or extensions during the period. The eMusic Live virtual concert and artist monetisation platform that 7digital launched last year in collaboration with its eMusic sister company has continued to grow, entering partnerships with further artists, agencies and venues as the music industry increasingly seeks new engagement and monetisation opportunities. In addition, 7digital has enhanced its music as a service platform by establishing integrations with several providers that enable the Company to enhance its service offering to customers.

The Company has also been actively working with its partners to facilitate the licensing process for customers. 7digital's music-as-a-service platform provides customers with access to pre-approved music in its global catalogue based on the licensing agreements held by those customers with music labels. By seeking opportunities to streamline this process, the Company can enhance its offering to customers and reduce the sales cycle for securing its own contracts.

Fitness and Wellness

7digital's solution for fitness brands enables them to seamlessly incorporate music into their offering and is designed to make it easy for them to maximise the benefits of music. Based on the Company's music-as-a-service platform, it provides features such as end-to-end global rights and reconciliation management, access to the Company's global catalogue and an easy-to-use playlisting tool. The Company believes that it has established a dominant position in this global market.

The Company has converted multiple sales leads into long-term contracts - adding several fitness companies to its customer base. During the period, this included signing 24-month contracts with premium home fitness innovator FORME and another new customer in the home fitness sector serving the US market. Post period, the Company secured a contract with Barry's, the global fitness brand, which is using 7digital's instructor playlisting tool in the US and Canada to access a fully cleared catalogue of music to power Barry's X, a new digital product offering a fully integrated, many-to-many camera-on experience. In addition, the Company signed a contract post period with Volava, a European interactive fitness platform that is using 7digital's solution for its bike-based online fitness offering in Spain and, soon, other locations such as Germany.

The Company expanded its offer into the wider health and wellness market post period with the signing of 24-month contracts with MedRhythms, a US-headquartered digital therapeutics company that uses sensors, music and software to measure and improve walking, and a second company that is creating a music-based health application for people with dementia. Both customers will use 7digital's music-as-a-service platform to access the Company's licensed catalogue and playlisting tool to design their interactive and therapeutic experiences.

Social Media

7digital is helping to shape how fans discover, share and create music by powering rights-cleared music on social media platforms. During the period, the Company signed a contract, with an expected two-year term, with Kuaishou, a leading content community and social platform based in China. This contract bolstered the Company's position as one of the largest providers of licensed music to global social media giants and tech-driven consumer brands.

Artist Monetisation

7digital continues to drive new sources of growth in the music industry through its eMusic Live venture. This advanced live streaming platform enables artists, venues and brands to host live concerts while providing range of commercial and fan engagement tools, offering new ways to monetise performances and engage with global audiences. eMusic Live has now hosted 71 events ion the platform. During the period this included performances by multiple-award winning artist Tina Arena in Australia and Ivri Lider in Israel who became among the first artists globally to host live-digital hybrid events where fans can stream a concert in real time. Also during the period, eMusic Live hosted Crowded House and was the exclusive livestream platform for Alfie Boe & Friends: Live at the Savoy , which was performed to audiences worldwide. In addition to music performances, the livestream made use of a range of commercial and engagement tools available through eMusic Live, such as exclusive merchandise, fan live chat and VIP experiences including a meet-and-greet with Alfie Boe.

Additionally, eMusic Live became the first livestream service to offer artist NFTs (non-fungible tokens) alongside ticketed events running on the platform. This allows fans to own authentic digital merchandise while substantially increasing artists' monetisation ability. The Company is very excited about how this market is going to develop.

Other Key Contracts

Outside these target verticals, the Company secured and renewed contracts with multiple customers. This includes a 36-month contract with new customer Viihdeväylä Oy, a Finnish company that provides background music and playlisting curation to restaurants, and renewals with existing customers such as media company Global Radio, owner of the largest commercial radio company in Europe, and an extension with a fast-growing B2B music streaming service.

Post period, 7digital signed an extended contract continuing into 2023 with its global technology company customer. This is a highly significant deal and represents a major validation of the scale and reach of 7digital's platform.

New Integrations and Partnerships

7digital has continued to enhance its platform and increase its offer to global brands through establishing pre-built integrations that enable customers to easily access complementary services from other providers.

The Company has established new integrations and partnerships with:

-- Super Hi-Fi, an audio technology company using AI-based technologies to deliver next-generation music listening experiences. The integration of Super Hi-Fi's audio stitching and automated content curation technology allows customers to add a critical layer of differentiation and customised listening features to their music services when they access their music catalogue via 7digital's platform.

-- Muzooka, the world's largest verified artist asset database, so that content delivered via 7digital's music-as-a-service platform is pre-mapped with Muzooka's pre-approved database of artist images, links, and other media assets.

-- ACRCloud to produce a solution around User Generated Content ("UGC") monitoring. The partnership pairs 7digital's catalogue with ACRCloud's leading fingerprint database of over 100 million tracks to create a simpler, more accurate and cost-effective process for companies wishing to monitor and report on UGC.

Financial Review

Revenue for the first half of 2021 increased by 6% to GBP3.3m compared with GBP3.1m for the first half of the prior year, reflecting growth in licensing and content revenue. Licensing revenue continued to be the largest contributor to Company revenue, accounting for 52% (H1 2020: 53%), with 32% provided by Content (H1 2020: 34%) and 16% by Creative (H1 2020: 13%).

Gross margin for the first half of 2021 was 62.6% (H1 2020: 65.9%), reflecting the slightly higher cost of sales associated with securing some of the Company's major contracts. Gross profit for the period was GBP2.0m (H1 2020: GBP2.0m), with the increase in revenue being offset by the reduction in gross margin.

The Company continued to streamline its operations, with adjusted administrative expenses being reduced by 6% to GBP3.1m (H1 2020: GBP3.3m) as a result of cost efficiencies. The Company also continued to focus on credit management, achieving a reduction in debtor days to 33 (H1 2020: 52).

On an unadjusted basis (see note 6 for details on adjustments), administrative expenses were GBP3.9m (H1 2020: GBP3.1m), with the difference primarily reflecting:

-- GBP0.3m related to the issue of share options pursuant to the Company's 2014 Employee Share Plan;

   --    GBP0.1m related to exceptional legal and corporate restructuring costs; 
   --    GBP0.1m related to the impairment of a historic debt; 

-- the prior period benefitting from GBP0.5m exceptional gains from the disposal of a right-of-use asset relating to a former property lease and a release relating to a business disposal; and

   --    the net amount being partly offset by a GBP0.2m reduction in underlying costs in H1 2021. 

Operating loss was GBP1.8m (H1 2020: GBP1.0m loss), reflecting the higher administrative expenses, and loss before tax was GBP1.9m (H1 2020: GBP1.0m loss).

Adjusted EBITDA loss was reduced to GBP1.0m (H1 2020: GBP1.1m loss). On an unadjusted basis, EBITDA loss was GBP1.5m (H1 2020: GBP0.9m loss).

Loss per share was 0.07 pence (H1 2020: 0.04 pence loss).

The Company had cash and cash equivalents of GBP0.5m as at 30 June 2021 (31 December 2020: GBP2.8m; 30 June 2020: GBP0.2m) and GBP0.2m as at 29 September 2021. The Company is in advanced discussions over a banking facility, which are expected to conclude shortly. The Company also continues to have the unwavering support of its major shareholders.

At the period end, the Directors determined there were adjustments required to restate the H1 2020 results as disclosed in 'Correction to prior period' in note 1 to the financial statements. The adjustments related to derivative liability and other reserves.

Outlook

7digital entered the second half of 2021 with a strong pipeline across its core segments of fitness and wellness and social media as well as a number of prospective contracts in the new segments of gaming and connected-car entertainment. As noted above, t he Company is actively working with its partners to facilitate the licensing process for customers. In some instances, the process for customers to secure licensing has been more protracted than anticipated, resulting in customers delaying the timing for the signing of contracts with 7digital until the licensing is in place. As a result, some of the contracts the Company had expected to sign in the second half of 2021 are anticipated to complete in the first half of 2022. Consequently, the Company currently expects its revenue for the full year to be slightly below market expectations and that it will not achieve EBITDA positivity for the full 12 months .

The Board is confident that some of the prospective contracts, which represent significant revenue, will be signed in the near-term and that the others in the pipeline will follow in due course. In addition, the Company has continued to secure contract extensions and renewals in the second half of the year from its existing client base, reflecting the value that customers place on the Company's music platform. In the second half to date, the Company has secured seven renewals compared with four for the first six months of the year as well as winning two new customers. As a result, the Board expects to regain EBITDA positivity for Q4 2021 and remains very confident that the Company will both deliver significant revenue growth and be EBITDA positive for the full year 2022.

The music industry continues to be transformed by the emergence of new digital platforms and formats, which are redefining how consumers engage with music and creating new sources of growth. This is evident across fitness and social media - two markets in which 7digital has established a position as the go-to provider for music services. It is also a key driver for the Company's eMusic Live venture, through which artists can distribute, promote and monetise their music beyond traditional streaming with direct-to-fan opportunities such as NFTs, livestreaming and merchandise . This provides a compelling platform for 7digital to become the leading provider of artist services globally.

As a result, and with the continued commitment of the Company's largest shareholders, the Board remains very confident in the outlook for the business in the medium- to long-term and the opportunities ahead.

CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME

Six months ended 30 June 2021 (unaudited)

 
                                                                  Unaudited 
                                                    Unaudited    six months      Audited 
                                                   six months      ended 30    full year 
                                                     ended 30     June 2020        to 31 
                                                    June 2021    (restated)     Dec 2020 
                                          Notes       GBP'000       GBP'000      GBP'000 
 Continuing operations 
 Revenue                                    2           3,270         3,097        6,513 
 Cost of sales                                        (1,222)       (1,057)      (1,881) 
 Gross profit                                           2,048         2,040        4,632 
 
 Other Income                               3               -           134          644 
 Administrative expenses                              (3,895)       (3,124)      (7,415) 
 
 Adjusted operating loss                    6         (1,320)         (808)      (1,396) 
 - Share based payments                    19           (359)          (88)         (99) 
 - Foreign exchange                                      (62)          (54)        (179) 
 - Other adjusting items                    4           (106)             -        (465) 
---------------------------------------  ------  ------------  ------------  ----------- 
 
 Operating loss                             5         (1,847)         (950)      (2,139) 
 
 Finance income and costs                   8            (62)          (54)        (136) 
                                                 ------------  ------------  ----------- 
 Loss before income tax                               (1,909)       (1,004)      (2,275) 
 
 Taxation on continuing operations                          -            59            1 
                                                 ------------  ------------  ----------- 
 Loss from continuing activities                      (1,909)         (945)      (2,274) 
 
 Profit from discontinued operations                        -             -          987 
                                                                             ----------- 
 Loss for the year attributable 
  to owners of the parent company                     (1,909)         (945)      (1,287) 
                                                 ============  ============  =========== 
 
 Loss per share (pence) 
 Basic and diluted - loss from 
  continuing operations                     9          (0.07)        (0.04)       (0.09) 
 Basic and diluted - loss attributable 
  to ordinary equity holders                9          (0.07)        (0.04)       (0.05) 
                                                 ============  ============  =========== 
 
 Consolidated Statement of 
  Comprehensive Income 
                                                                  Unaudited 
                                                    Unaudited    six months      Audited 
                                                   six months      ended 30    full year 
                                                     ended 30     June 2020        to 31 
                                                    June 2021    (restated)     Dec 2020 
                                          Notes       GBP'000       GBP'000      GBP'000 
 Loss for the year                                    (1,909)         (945)      (1,287) 
 
 Items that may be reclassified 
  subsequently to profit or 
  loss: 
 Exchange differences on translation 
  of foreign operations                                  (17)          (83)        (149) 
                                                 ------------                ----------- 
 Other comprehensive loss                             (1,926)       (1,028)      (1,436) 
 
 Total comprehensive loss attributable 
  to owners of the parent company                     (1,926)       (1,028)      (1,436) 
                                                 ============  ============  =========== 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2021 (unaudited)

 
                                          Unaudited          Unaudited    Audited 
                                            30 June            30 June     31 Dec 
                                               2021    2020 (restated)       2020 
                                  Notes     GBP'000            GBP'000    GBP'000 
 Assets 
 Non-current assets 
 Intangible assets                 10           415                  -        287 
 Property, plant and equipment     11            88                 85         97 
 Right-of-use assets               12         1,026                  -      1,184 
                                              1,529                 85      1,568 
                                         ----------  -----------------  --------- 
 Current assets 
 Trade and other receivables       13           986              1,215      1,347 
 Contract assets                                148                 78         86 
 Cash and cash equivalents                      513                183      2,839 
                                              1,647              1,476      4,272 
                                         ----------  -----------------  --------- 
 Total assets                                 3,176              1,561      5,840 
                                         ----------  -----------------  --------- 
 Current liabilities 
 Trade and other payables          14       (3,982)            (7,792)    (5,754) 
 Loans and borrowings              15             -              (333)          - 
 Derivative liability                          (46)               (61)       (71) 
 Contract liabilities                         (238)              (256)      (164) 
 Lease liability                   12         (510)                  -      (670) 
 Provisions for liabilities 
  and charges                      16         (737)              (630)      (858) 
                                            (5,513)            (9,072)    (7,517) 
                                         ----------  -----------------  --------- 
 Net current liabilities                    (3,866)            (7,596)    (3,245) 
                                         ----------  -----------------  --------- 
 
 Non-current liabilities 
 Other payables                    14             -              (536)          - 
 Loans and borrowings              15       (1,000)                  -      (250) 
 Contract liabilities                         (140)                  -        (8) 
 Lease liability                   12         (752)                  -      (660) 
 Provisions for liabilities 
  and charges                      16          (42)                  -      (109) 
                                            (1,934)              (536)    (1,027) 
                                         ----------  -----------------  --------- 
 Total liabilities                          (7,447)            (9,608)    (8,544) 
                                         ----------  -----------------  --------- 
 Net liabilities                            (4,271)            (8,047)    (2,704) 
                                         ==========  =================  ========= 
 
 Equity 
 Share capital                     17        14,844             14,817     14,844 
 Share premium account                       17,705             12,043     17,705 
 Other reserves                             (3,557)            (2,901)    (3,899) 
 Retained earnings                         (33,263)           (32,006)   (31,354) 
 Total deficit                              (4,271)            (8,047)    (2,704) 
                                         ==========  =================  ========= 
 
 

CONSOLIDATED CASHFLOW STATEMENT

Six months ended 30 June 2021 (unaudited)

 
                                                         Unaudited     Unaudited 
                                                        six months    six months      Audited 
                                                             ended         ended    full year 
                                                           30 June       30 June        to 31 
                                                              2021          2020     Dec 2020 
                                               Notes       GBP'000       GBP'000      GBP'000 
 Loss for the period                                       (1,909)         (945)      (1,287) 
 Adjustments for: 
   Taxation                                                      -             -          (1) 
   Finance Cost                                 8               62            20          136 
   Profit on sale of fixed assets                                -         (378)        (378) 
   Profit on disposal of subsidiary 
    undertaking                                                  -             -        (987) 
   Foreign exchange                                             62            54          179 
   Amortisation of intangible assets            10              57             2           30 
   Amortisation of right-of-use asset           12             203            69          291 
   Depreciation of fixed assets                 11              28            21           52 
   Share based payments                                        359            88           99 
   Increase in provisions                       16           (188)         (138)          199 
   Decrease in accruals and deferred 
    income                                                    (99)           332        (937) 
   Decrease in trade and other receivables                     299           593          453 
   Decrease in trade and other payables                    (1,537)           225        (116) 
                                                      ------------  ------------  ----------- 
 Cash flows used in operating activities                   (2,663)          (57)      (2,267) 
 Taxation                                                        -             -            1 
 Interest expense paid                                        (34)           (3)         (91) 
 Net cash used in operating activities                     (2,697)          (60)      (2,357) 
 
 Investing activities 
 Purchase of property, plant and 
  equipment, and intangible assets                           (204)          (57)        (415) 
 Proceeds from sale of intangible                                -             -            - 
  and tangible fixed assets 
                                                      ------------  ------------  ----------- 
 Net cash generated/(used) in investing 
  activities                                                 (204)          (57)        (415) 
                                                      ------------  ------------  ----------- 
 
 Financing activities 
 Proceeds from issuance of share 
  capital (net)                                                  -             -        5,689 
 Net proceeds from bank loans                   15             750           333          250 
 Principal paid on lease liabilities            12            (96)          (45)        (149) 
                                                                                  ----------- 
 Net cash generated from financing 
  activities                                                   654           288        5,790 
                                                      ------------  ------------  ----------- 
 
 Net decrease in cash and cash equivalents                 (2,247)           171        3,018 
 Cash and cash equivalents at beginning 
  of period                                                  2,839           149          149 
 Effect of foreign exchange rate 
  changes                                                     (79)         (137)        (328) 
 Cash and cash equivalents at end 
  of period                                                    513           183        2,839 
                                                      ============  ============  =========== 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Six months ended 30 June 2021 (unaudited)

 
                                          Share      Share       Other    Retained     Total 
                                        capital    premium    reserves    earnings 
                               Notes               account 
 
                                        GBP'000    GBP'000     GBP'000     GBP'000   GBP'000 
 
 At 1 January 2020                       14,817     12,043     (2,845)    (31,061)   (7,046) 
 Prior year adjustment           1            -          -        (61)           -      (61) 
 Loss for the year                            -          -           -       (945)     (945) 
 Other comprehensive loss 
  for the period                              -          -        (83)           -      (83) 
 Share based payments                         -          -          88           -        88 
                                      ---------  ---------  ----------  ----------  -------- 
 At 30 June 2020 - reported              14,817     12,043     (2,901)    (32,006)   (8,047) 
 Prior year adjustment                        -          -           -          35        35 
 Loss for the year                            -          -           -       (342)     (342) 
 Disposal of subsidiary 
  undertaking                                 -          -       (959)         959         - 
 Other comprehensive loss 
  for the period                              -          -        (66)           -      (66) 
 Shares issued (net of 
  costs)                                     27      5,662           -           -     5,689 
 Share based payments                         -          -           1           -         1 
 Share warrants                               -          -          26           -        26 
 At 31 December 2020 - 
  reported                               14,844     17,705     (3,899)    (31,354)   (2,704) 
 Loss for the year                            -          -           -     (1,909)   (1,909) 
 Other comprehensive loss 
  for the period                              -          -        (17)           -      (17) 
 Share based payments                         -          -         359           -       359 
 At 31 December 2020                     14,844     17,705     (3,557)    (33,263)   (4,271) 
                                      =========  =========  ==========  ==========  ======== 
 
 

NOTES TO THE FINANCIAL STATEMENTS

Six months ended 30 June 2021 (unaudited)

   1.     Presentation of financial information and accounting policies 

Basis of preparation

The condensed consolidated financial statements are for the six months to 30 June 2021.

The information for the six months ended 30 June 2021 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The information for the year ending 31 December 2020 is taken from the Annual Reports and Financial Statements 2020 of 7digital Group plc.

The combined financial information has been prepared in accordance with 7digital Group plc accounting policies. 7digital Group plc accounting policies are in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and as issued by the International Accounting Standards Board, and are set out in the 7digital Group plc Annual Reports and Financial Statements 2020.

Going concern

The Directors, having made appropriate enquiries, consider it is appropriate to adopt the going concern basis in preparing the condensed consolidated interim financial statements for the period ended 30 June 2021, which presumes that the Group will be able to meet its obligations as they fall due for the foreseeable future, a period of not less than twelve months from the date of this report.

In reaching their going concern conclusion, the Directors have considered various factors and mitigating actions, including (i) management detailed cash flow forecasts, that are reviewed by the Board on a regular basis (ii) Group cash positions as at 30 June 2021 and 29 September 2021 (iii) the advanced Group discussions over a banking facility, which are expected to conclude shortly; and (iv) confirmation of financial support from the Group's two major shareholders to allow the Group to manage its working capital and to support growth needs as and when they fall due. The Directors are satisfied that the two major shareholders have demonstrated their intention and means to provide this funding as and when this is required. This has been represented to the Directors in a letter of support, at the time of the publication of the Group's Annual Report and Financial Statements 2020, from the two major shareholders in the Group confirming their financial support for 12 months from the date of signing the annual financial statements 2020, being from 30 June 2020.

The Directors are also confident that the Group will achieve its forecast revenue for 2022, and that it will generate a positive EBITDA for the fourth quarter of 2021 and for the full year of 2022.

Revenue

The Group comprises of mainly three types of revenues

   1.     Licencing fees (also known as B2B sales) 

I. Setup Fees

   II.       Monthly development and support fees 
   III.      Usage fees 
   2.     Content ("download") revenues (also know as B2C sales) 
   3.     Creative revenues 

Each type of revenue is detailed below

Revenue comprises of:

I. Licensing revenues

7digital defines licensing revenues as fees earned both for access to the Group's platform and for development work on that platform in order to adapt functions to customer needs. The Board considers that the provision of Technology Licensing Services comprises three separately identifiable components:

The description of the licence fees compromise three categories;

I. Set-up fees : Set up fees which grant initial access to the platform, allow use of our catalogue and associated metadata and mark the start of work to define a client's exact requirements and create the detailed specifications of a service. Recognition of set-up fees is detailed below.

II. Monthly development and support fees which cover the costs of developer and customer support time. These are usually fixed and are paid monthly once a service has been specified in detail; they are calculated at commercial rates based on the number of developer or support days required. Recognition of these fees is detailed below.

III. Usage fees which cover certain variable costs like bandwidth which can be re-charged to clients with an administrative margin are recognised at point in time based on usage.

II. Content ("download") revenues

Content revenues are recognised at the value of services supplied and on delivery of the content. The Group manages several content stores, and the income is recognised in the month it relates to. Majority of the revenue converts directly to cash; any accrued revenue converts to trade receivables within 30 days.

III. Creative revenues

Creative revenues relate to the sale of programmes and other content. 7digital also undertakes bespoke radio programming for its customers. As the programmes are being created the associated revenue is recognised when the programme is delivered and accepted by the client. These mainly include the production of weekly radio programmes, as well as the one-off production of episodes.

In case of one-off productions which required the Group to provide progress reports to its customers and where the Group has no alternative use of the program produced, the Group recognises revenue over the period i.e., based on percentage of completion, for the rest of the regular programs and contents, where the Group does not own the IP, the Group measures the revenue based on delivery of the content i.e., at a point in time.

Contracts with multiple performance obligations

Many of the Group's contracts include a variety of performance obligations, including Licencing revenue (set-up fees, monthly revenue for using 7digital's API licence platform and usage fees), however these may not be distinct in nature. Under IFRS 15, the Group evaluates the segregation of the agreed goods or services based on whether they are 'distinct', if both the customer benefits from them either on its own or together with other readily available resources, and it is 'separately identifiable' within the contract.

To determine whether to recognise revenue, the Group follows a 5-step process:

   -     Identifying the contract with customers 
   -     Identifying the performance obligations 
   -     Determining the transaction price 
   -     Allocating the transaction price to the performance obligations 
   -     Recognising revenue when/ as performance obligations are satisfied. 

Performance Obligations and timing of revenue recognition

Revenue generated from B2B customer contracts often identify separate goods/services, with these generally being the access of the API license platform, and the associated monthly licence maintenance fees and content usage fees.

The list of obligations as per the contract that are deemed to be one performance obligation in case of licencing revenue are (B2B):

   -     The licenses provide access to the 7D platform 
   -     The development and support fees which cover the costs of developer and customer support time 
   -     Usage fees which cover certain variable costs like bandwidth and content. 

A key consideration is whether licencing fees give the customer the right to use the API Licence as it exists when the licence is granted, or access to API which will, amongst other considerations, be significantly updated during the API licence period.

The Group grants the customer a limited, revocable, non-exclusive and non-transferable licence in the Territory during the Term, to use the 7digital API and the content to enable the provision of the Music Service to the End Users via Application.

Set-up fees represent an obligation under the contract, which is not a distinct performance obligation, as the customer is not able to access the platform without them. These are therefore spread over the period of the contract agreed initially with the customers.

Monthly licence maintenance fees indicate service contracts that provide ongoing support over a period of time. Revenue is recognised over the term of the contract on a straight-line basis.

In the case of Creative Revenue, the sole performance obligation is to deliver the content specified as per contract, whether this be the delivery of regular content throughout the year (e.g., a radio series), or the production of a longer, one-off episode.

The only obligation for the Group is to deliver the content production agreed in the contract. Control and risks are passed to the customer on delivery of the episode produced, news bulletins etc. The right to the IP varies from project to project. If the customer suggests a specific programme idea to tender, they will then own the underlying rights of the recordings and the IPR is exclusive to customer; 7digital's only performance obligation would be to produce the content.

In the case of one-off productions for an identifiable customer contract where 7digital is required to update the client on the progress of work completed, the Group applies an output method to determine the stage of completion and amount of revenue to recognize.

Payment terms vary depending on the specific product or service purchased. With licence fees, the set-up fees element is invoiced and paid upfront, while monthly maintenance revenues and usage fees are normally invoiced on a monthly basis. In the case of download sales, the cost is paid immediately by the customer upon download of the music/songs content from the 7digital platform. In the case of creative revenues, the payment terms are generally 50% on signing with the balance on delivery. All contracts are subject to these standard payment terms, to the extent that the parties involved expressly agree in writing that the conflicting terms of any agreement shall take precedence.

In the case of fixed-price contracts, the customer pays the fixed amount based on a monthly schedule. If the services rendered by the Group exceed the payment, a contract asset (Accrued Income) is recognised; if the payments exceed the services rendered, a contract liability (Deferred Revenue) is recognised.

Determine transaction price and allocating to each performance obligation

The transaction price for licencing fees (set-up fees and monthly licence fee) is fixed as per contract and is explicitly noted in the contract. In the case of usage fees, the per gigabyte fee is determined and agreed in the contract. In the case of creative revenue, the transaction fees for radio services and one-off series are determined by taking into account the length of the production (this may vary for commercials, radio programs, tv shows, series, etc.). Any variations in transaction price are agreed and charged additionally depending on the obligations to be performed. None of the five factors (i.e., variable consideration, constraining estimates of variable consideration, the existence of a significant financing component in the contract, non-cash consideration, and consideration payable to a customer identified) are particularly relevant to 7digital's customer contracts. The transaction price included in 7digital's contracts is generally easily identifiable and is for cash consideration.

Other adjusting items

Other adjusting items are those items the Group considers to be non-recurring or material in nature that should be brought to the readers' attention in understanding the Group's financial statements. Other adjusting items consist of one-off acquisition costs, costs related to non-recurring legal and statutory events, restructuring costs and other items which are not expected to re-occur in future years.

Foreign currency

For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in Pounds Sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.

At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items, are included in profit and loss for the year.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average monthly rate of exchange ruling at the date of the transaction, unless exchange rates fluctuate significantly during that month, in which case the exchange rates at the date of transactions are used.

Intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.

Intangible assets (Bespoke Applications) arising from the internal development phase of projects is recognised if, and only if, all of the following have been demonstrated:

- The technical feasibility of completing the intangible asset so that it will be available for use or sale

   -     The intention to complete the intangible asset and use or sell it 
   -     The ability to use or sell the intangible asset 
   -     How the intangible asset will generate probable future economic benefits 

- The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

- The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally generated intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is incurred.

Internally generated intangible assets are amortised over their useful economic lives on a straight-line basis, over 3 years.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchased price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.

Depreciation is provision on all items of property, plant and equipment, so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

   Property                                                         - 20% per annum straight line 
   Computer equipment                                    - 33.33% per annum straight line 
   Fixtures and fittings                                      - 33.33% per annum straight line 

Impairment of tangible and other intangible assets

Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e., the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the Group's CGUs that are expected to benefit from a business combination that gives rise to the goodwill.

Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.

Share-based payments

The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured by use of an appropriate valuation model. The Black-Scholes option pricing model has been used to value the share options plans.

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

   -     Leases of low value assets; and 
   -     Leases with a duration of 12 months or less. 

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease.

On initial recognition, the carrying value of the lease liability also includes:

   -     amounts expected to be payable under any residual value guarantee; 

- the exercise price of any purchase option granted in favour of the group if it is reasonably certain to assess that option; and

- any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

   -     lease payments made at or before commencement of the lease; 
   -     initial direct costs incurred; and 

- the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease.

Critical accounting judgements and key areas of estimation uncertainty

In the application of the Group accounting policies, which are described above, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period which the estimate is revised if the revisions affect only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Content cost of sales

As stated in the 7digital Group plc Annual Reports and Financial Statements 2020 , the content cost of sales is based on the usage reports derived from download sales and which are distributed to the labels on a monthly basis and publishers on a quarterly basis. These usage reports assist management in calculating content cost of sales and content accruals. Management considers the usage reports to be the most effective method of determining the true cost of content.

Creative revenue

Management considers the detailed criteria for the recognition of creative revenue as set out in the Group's accounting policy, in particular whether the Group determines the appropriate apportionment of revenue to the correct accounting period and subsequent amount accrued or deferred at the year end.

Impairment of accounts receivables

The management and directors have made certain estimates and judgements in the application of IFRS 9 when measuring expected credit losses and the assessment of expected credit loss provisions required for accounts receivable balances.

Capitalisation of internally developed software

Distinguishing the research and development phases of a new customised software project and determining whether the recognition requirements for the capitalisation of development costs are met, requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.

Correction to prior period

Derivative Liability and Other Reserves

The directors identified the mis-analysis of GBP61k that was included in equity as shares to be issued (included in other reserves) but, given the non fixed element, should have been disclosed as derivative liabilty.

Research and Development tax credits

In prior years the research and development tax credit, claimed through SME scheme, was deemed material and for consistency remained in other income. The Directors have made the decision to reanalyse the research and development tax credit of GBP59k at 30 June 2020 from other income to taxation as the Directors no longer deemed it a material balance.

   2.     Revenue 

2.1 Business segments

For management purposes, the Group is organised into three continuing operating divisions - Licensing, Content and Creative. The principal activity of Licensing is the creation of software solutions for managing and delivering digital content. The principal activity of the Content division is the sales of digital music direct to consumers. The principal activity of Creative is the production of audio and video programming for broadcasters. These divisions comprise the Group's operating segments for the purposes of reporting to the Group's chief operating decision maker, the Chief Executive Officer.

 
                                                  Unaudited 
                                    Unaudited    six months      Audited 
                                   six months      ended 30    full year 
                                     ended 30     June 2020    to 31 Dec 
                                    June 2021    (restated)         2020 
                                      GBP'000       GBP'000      GBP'000 
 Revenue 
 Licensing                              1,713         1,626        3,355 
 Content                                1,033         1,063        2,085 
 Creative                                 524           408        1,073 
 Total                                  3,270         3,097        6,513 
 
 Gross profit 
 Licensing                              1,580         1,577        3,151 
 Content                                  156           201          828 
 Creative                                 312           262          653 
 Total                                  2,048         2,040        4,632 
 
 Operating profit attributable 
  to revenue streams 
 Licensing                              1,503         1,699        3,228 
 Content                                  151           193          812 
 Creative                                 309           259          645 
 Total                                  1,963         2,151        4,685 
 
 Other income (unattributable)              -             -          509 
 Amortisation of right to use 
  of asset                              (203)          (69)        (291) 
 Corporate expenses                   (3,607)       (3,032)      (7,042) 
 Financing income & costs                (62)          (54)        (136) 
 Taxation                                   -            59            1 
 Discontinued operations                    -             -          987 
                                 ------------  ------------  ----------- 
 Loss for the year                    (1,909)         (945)      (1,287) 
                                 ============  ============  =========== 
 

2.2 Geographical information

 
                                             Revenue 
                            ------------  ------------  ----------- 
                               Unaudited     Unaudited      Audited 
                              six months    six months    full year 
                                ended 30      ended 30    to 31 Dec 
                               June 2021     June 2020         2020 
                                 GBP'000       GBP'000      GBP'000 
 Continuing operations 
 United Kingdom                      922         1,049        1,970 
 United States of America          1,026         1,008        2,196 
 Europe                            1,011           805        1,647 
 Rest of World                       311           235          700 
                                   3,270         3,097        6,513 
                            ============  ============  =========== 
 

2.3 On-going operations

 
                                       Unaudited 
                         Unaudited    six months 
                        six months         ended 
                             ended       30 June 
                           30 June          2020 
                              2021    (restated)       Var     Var 
                           GBP'000       GBP'000   GBP'000       % 
 Revenue 
 Licensing                   1,713         1,626        87      5% 
 Content                     1,033         1,063      (30)     -3% 
 Creative                      524           408       116     28% 
                      ------------  ------------  --------  ------ 
 Total                       3,270         3,097       173      6% 
 
 Gross profit 
 Licensing                   1,580         1,577         3      0% 
 Content                       156           201      (45)    -22% 
 Creative                      312           262        50     19% 
                      ------------  ------------  --------  ------ 
 Total                       2,048         2,040         8      0% 
 
 Gross profit % 
 Licensing                     92%           97%               -5% 
 Content                       15%           19%               -4% 
 Creative                      60%           64%               -4% 
                      ------------  ------------  --------  ------ 
 Total                         63%           66%               -3% 
 
 Other Income                    -           134     (134)   -100% 
 Corporate expenses        (3,080)       (3,268)       188     -6% 
                      ------------  ------------ 
 Adjusted EBITDA           (1,032)       (1,094)        62     -6% 
                      ============  ============  ========  ====== 
 
   3.     Other income 
 
                                                     Unaudited 
                                      Unaudited     six months      Audited 
                                     six months       ended 30    full year 
                                       ended 30      June 2020    to 31 Dec 
                                      June 2021     (restated)         2020 
                                        GBP'000        GBP'000      GBP'000 
 Settlement income relating to 
  customers contracts                          -           134          135 
 Profit on sale of right-of-use 
  asset                                        -             -          378 
 Furlough monies received from 
  HMRC                                         -             -          131 
                                  --------------  ------------  ----------- 
              -                                            134          644 
 ==============                                   ============  =========== 
 
   4.     Other adjusting items 
 
                                        Unaudited     Unaudited      Audited 
                                       six months    six months    full year 
                                         ended 30      ended 30    to 31 Dec 
                                        June 2021     June 2020         2020 
                                          GBP'000       GBP'000      GBP'000 
 Exceptional legal fees                      (43)             -        (297) 
 Corporate restructuring provision           (63)             -        (145) 
 Provisions relating to closure 
  of Denmark business                           -             -          262 
 Legal provision                                -             -        (285) 
                                            (106)             -        (465) 
                                     ============  ============  =========== 
 
 
   5.     Operating loss 
 
                                        Unaudited     Unaudited      Audited 
                                       six months    six months    full year 
                                         ended 30      ended 30    to 31 Dec 
                                        June 2021     June 2020         2020 
                                          GBP'000       GBP'000      GBP'000 
 Net foreign exchange loss                     62            54          179 
 Amortisation of intangible assets             57             2           30 
 Amortisation of right to use 
  asset                                       203            69          291 
 Depreciation of property, plant 
  & equipment                                  28            21           52 
 Profit on sale of right-of-use 
  asset                                         -         (378)        (378) 
 Share-based payment expense (see 
  note 19)                                    359            88           99 
                                     ------------  ------------  ----------- 
 
   6.     Reconciliation of non-IFRS financial KPIs 

This note reconciles the adjusted operating loss to the adjusted EBITDA loss. This note reconciles these key performance indicators to individual lines in the financial statements. In the Directors' view it is important to consider the underlying performance of the business during the year. Therefore, the directors have used certain alternative performance measures (AMPs) which are not IFRS compliant metrics. The main effect has been that the APMs exclude other adjusting items, amortisation, foreign exchange, depreciation and share based payments to reflect the underlying cash utilisation for the performance of the business. The APMs are consistent with those established within the prior year annual report and their derivation is set out in the table below.

 
 Reconciliation of adjusted operating 
  loss and adjusted EBITDA loss: 
                                                         Unaudited 
                                           Unaudited    six months      Audited 
                                          six months      ended 30    full year 
                                            ended 30     June 2020    to 31 Dec 
                                           June 2021    (restated)         2020 
                                             GBP'000       GBP'000      GBP'000 
 Statutory operating loss                    (1,847)         (950)      (2,139) 
 Other adjusting items                           106             -          465 
 Foreign exchange                                 62            54          179 
 Share-based payment expense (see 
  note 19)                                       359            88           99 
                                        ------------  ------------  ----------- 
 Adjusted operating loss - per 
  statutory                                  (1,320)         (808)      (1,396) 
 Profit on sale of right-of-use 
  asset                                            -         (378)        (378) 
 Depreciation and amortisation                   288            92          373 
 Adjusted EBITDA loss                        (1,032)       (1,094)      (1,401) 
                                        ============  ============  =========== 
 
 
 
 Reconciliation of administrative 
  expenses and adjusted administrative 
  expenses: 
                                                          Unaudited 
                                            Unaudited    six months      Audited 
                                           six months      ended 30    full year 
                                             ended 30     June 2020    to 31 Dec 
                                            June 2021    (restated)         2020 
                                              GBP'000       GBP'000      GBP'000 
 Administrative expenses                      (3,895)       (3,124)      (7,415) 
 Other adjusting items                            106             -          465 
 Foreign exchange                                  62            54          179 
 Share-based payment expense (see 
  note 19)                                        359            88           99 
 Profit on sale of right-of-use 
  asset                                             -         (378)        (378) 
 Depreciation and amortisation                    288            92          373 
 Adjusted administrative expenses             (3,080)       (3,268)      (6,677) 
                                         ============  ============  =========== 
 
   7.     Staff costs 
 
                                              Unaudited     Unaudited      Audited 
                                             six months    six months    full year 
                                               ended 30      ended 30    to 31 Dec 
                                              June 2021     June 2020         2020 
                                                    No.           No.          No. 
 Number of production, R&D, and 
  sales staff                                        43            51           48 
 Number of management and administrative 
  staff                                              14            16           10 
                                                     57            67           58 
                                           ============  ============  =========== 
 
                                                GBP'000       GBP'000      GBP'000 
 Wages and salaries                               1,683         1,731         3673 
 Redundancy payments                                 63             -          132 
 Social security costs                              197           206          417 
 Other pension costs                                 55            57          119 
 Share-based payments                               359            88           99 
                                                  2,357         2,082        4,440 
                                           ============  ============  =========== 
 
   8.     Finance income and charges 
 
                                        Unaudited     Unaudited      Audited 
                                       six months    six months    full year 
                                         ended 30      ended 30    to 31 Dec 
                                        June 2021     June 2020         2020 
                                          GBP'000       GBP'000      GBP'000 
 Shareholders' interest payable                 -          (25)            - 
 Interest expenses on leased 
  liability                                  (28)          (17)         (45) 
 Other charges similar to interest           (34)          (12)         (91) 
 Finance costs                               (62)          (54)        (136) 
                                     ============  ============  =========== 
 
   9.     Earnings per share 
 
                                              Unaudited       Unaudited         Audited 
                                             six months      six months       full year 
                                               ended 30        ended 30       to 31 Dec 
                                              June 2021       June 2020            2020 
 Basic and Diluted EPS 
 Loss attributable to shareholders 
  - continuing operations: (GBP'000)            (1,909)           (945)         (2,274) 
 Loss attributable to shareholders 
  - discontinued operations: (GBP'000)                -               -             987 
 Weighted average number of shares 
  (Nos)                                   2,722,085,961   2,455,419,294   2,542,122,391 
 Per share amount - continuing 
  operations (pence)                             (0.07)          (0.04)          (0.09) 
 Per share amount - loss attributable 
  to ordinary equity holders (pence)             (0.07)          (0.04)          (0.05) 
                                         --------------  --------------  -------------- 
 
   10.   Intangible assets 
 
                                  Bespoke 
                             applications 
                                  GBP'000 
 Cost 
 At 1 January 2020                  3,205 
 Additions                              - 
 At 30 June 2020                    3,205 
 Additions                            317 
 At 31 December 2020                3,522 
 Additions                            185 
                           -------------- 
 At 30 June 2021                    3,707 
                           ============== 
 
 Amortisation 
 At 1 January 2020                  3,205 
 Charge for the year                    - 
 At 30 June 2020                    3,205 
 Charge for the year                   30 
 At 31 December 2020                3,235 
 Charge for the year                   57 
                           -------------- 
 At 30 June 2021                    3,292 
                           ============== 
 
 Net book value 
 At 30 June 2021                      415 
                           ============== 
 At 30 June 2020                        - 
                           ============== 
 At 31 December 2020                  287 
                           ============== 
 

Additions relate to internally developed software relating to the 7digital platform. Amortisation charges are included within the administrative expenses within the Income Statement. The useful life of each group of intangible assets varies according to the underlying length of benefit expected to be received.

   11.   Tangible assets 
 
                                  Computer 
                                 equipment 
                             & capitalised 
                                  software 
                                   GBP'000 
 Cost 
 At 1 January 2020                   1,534 
 Additions                              57 
 At 30 June 2020                     1,591 
 Additions                              41 
 Disposals                         (1,396) 
 At 31 December 2020                   236 
 Additions                              19 
                           --------------- 
 At 30 June 2021                       255 
                           =============== 
 
 Amortisation 
 At 1 January 2020                   1,483 
 Charge for the year                    23 
 At 30 June 2020                     1,506 
 Charge for the year                    29 
 Disposals                         (1,396) 
 At 31 December 2020                   139 
 Charge for the year                    28 
                           --------------- 
 At 30 June 2021                       167 
                           =============== 
 
 Net book value 
 At 30 June 2021                        88 
                           =============== 
 At 30 June 2020                        85 
                           =============== 
 At 31 December 2020                    97 
                           =============== 
 
   12.   Leases 

The Group leased a property that originally ran until April 2023. In February 2020, on agreement with the landlord, the lease was terminated, and the Group vacated the premises. At 29 February 2020, a profit on sale of GBP378k was recorded in relation to this lease, being the difference between the net book value and lease liability on that date.

On 1 July 2020, the Group entered into a new lease that runs until August 2023. In 2021, this lease has subsequently been renegotiated to end in November 2023 with a change in the rent payable profile.

 
 Right-of-use assets          Land and 
                             buildings 
                               GBP'000 
 At 1 January 2020               1,321 
 Disposal                      (1,252) 
 Amortisation                     (69) 
                           ----------- 
 At 30 June 2020                     - 
 Addition                        1,406 
 Amortisation                    (222) 
                           ----------- 
 At 31 December 2020             1,184 
 Addition                           44 
 Amortisation                    (202) 
                           ----------- 
 At 30 June 2021                 1,026 
                           =========== 
 
 
 Lease liability              Land and 
                             buildings 
                               GBP'000 
 At 1 January 2020               1,658 
 Disposal                      (1,630) 
 Interest expense                   17 
 Lease payments                   (45) 
                           ----------- 
 At 30 June 2020                     - 
 Addition                        1,406 
 Interest expense                   28 
 Lease payments                  (104) 
                           ----------- 
 At 31 December 2020             1,330 
 Interest expense                   28 
 Lease payments                   (96) 
                           ----------- 
 At 30 June 2021                 1,262 
                           =========== 
 
 Analysed: 
 Current                           510 
 Non-current                       752 
                           ----------- 
 Total                           1,262 
                           =========== 
 
   13.   Trade and other receivables 
 
                                                            Unaudited 
                                              Unaudited       30 June   Audited 
                                                30 June          2020    31 Dec 
                                                   2021    (restated)      2020 
                                                GBP'000       GBP'000   GBP'000 
 Trade receivable for the sale of goods           1,569         1,796     1,890 
 Less: Provision for impairment of trade 
  receivables                                     (972)         (914)     (897) 
 Net trade receivables                              597           882       993 
 Other debtors                                      283           192       163 
 R&D credits receivable                               -           138        79 
 Total financial assets at amortised 
  cost (excluding cash & cash equivalents)          880         1,212     1,235 
 Prepayments                                        106             3       112 
 Total trade and other receivables                  986         1,215     1,347 
 Less: non-current portion - other debtors         (80)          (15)      (80) 
                                             ----------  ------------  -------- 
 Current portion                                    906         1,200     1,267 
                                             ==========  ============  ======== 
 
   14.   Trade and other payables 
 
                                    Unaudited          Unaudited   Audited 
                                      30 June            30 June    31 Dec 
                                         2021    2020 (restated)      2020 
                                      GBP'000            GBP'000   GBP'000 
 Current Liabilities 
 Trade payables                         1,102              2,918     2,499 
 Other taxes and social security        1,324              1,250     1,369 
 Other payables                            20                616        45 
 Accrued costs                          1,536              3,008     1,841 
                                   ----------  -----------------  -------- 
                                        3,982              7,792     5,754 
                                   ==========  =================  ======== 
 
 Non-Current Liabilities 
 Other payables                             -                536         - 
                                   ----------  -----------------  -------- 
                                            -                536         - 
                                   ==========  =================  ======== 
 
   15.   Loans and borrowings 
 
                                    Unaudited          Unaudited   Audited 
                                      30 June            30 June    31 Dec 
                                         2021    2020 (restated)      2020 
                                      GBP'000            GBP'000   GBP'000 
 
 Bank loans repayable within one 
  year                                      -                333         - 
                                   ==========  =================  ======== 
 Bank loans repayable over one 
  year                                  1,000                  -       250 
                                   ==========  =================  ======== 
 
 

On 28 September 2020, the Group secured a GBP1m revolving loan facility with Investec for a period of 36 months guaranteed by two of the Directors. The arrangement allows a maximum of 4 draw downs in any 12 month period of no less than GBP250k per draw down. An arrangement fee of GBP30k was agreed, of which GBP4k was payable at the time of the first draw down and GBP26k payable in 1,382,488 warrants. Interest , payable quarterly, is calculated at 6% above Investec bank rate on the drawn portion of the facilty and 2% on the undrawn portion.

On 30 June 2021, all of the GBP1m facilty was drawn down. GBP11k of interest relating to the quarter ended June 2021 is included in accrued costs.

   16.   Provisions 
 
                                      Unaudited          Unaudited   Audited 
                                        30 June            30 June    31 Dec 
                                           2021    2020 (restated)      2020 
                                        GBP'000            GBP'000   GBP'000 
 Current 
 Provision for closure of business          180                288       245 
 Legal provision                            372                228       513 
 Other provisions                           227                114       209 
                                     ----------  -----------------  -------- 
                                            779                630       967 
                                     ==========  =================  ======== 
 
 Of which is: current                       737                630       858 
                                     ==========  =================  ======== 
 Of which is: non-current                    42                  -       109 
                                     ==========  =================  ======== 
 
 

During the period to 30 June 2021, GBP65k was paid relating to the closure of the French entity, GBP141k of the legal provision was utilised by the processing of associated legal fees and other provisions increased due to the share options granted in May 2021.

   17.   Share capital 
 
                                        Unaudited          Unaudited         Audited 
                                          30 June            30 June          31 Dec 
                                             2021    2020 (restated)            2020 
                                           No. of             No. of          No. of 
                                           shares             shares          shares 
 Allotted, called up and fully 
  paid: 
 Ordinary shares of 0.01p each      2,722,085,961      2,455,419,294   2,722,085,961 
 Deferred shares of 0.99p each        419,622,489        419,622,489     419,622,489 
 Deferred shares of GBP0.09 each      115,751,517        115,751,517     115,751,517 
                                   ==============  =================  ============== 
 
                                          GBP'000            GBP'000         GBP'000 
 Allotted, called up and fully 
  paid                                     14,844             14,817          14,844 
                                   ==============  =================  ============== 
 
 
   18.   Related party transactions 

During the six month period, the Group invoiced and recognised GBP56k (31 December 2019: $183k) of revenue to eMusic (a subsidiary of TriPlay Inc.), a group which Tamir Koch is a director. At 30 June 2021, the Group was owed GBP132k (31 December 2019: GBP327k) by TriPlay Inc.

During the six month period, the Group paid GBP8.2k (31 December 2019: GBP8.2k) to MIDiA Research for music market research services, a company of which Mark Foster is a director. At 30 June 2021, the Group owed GBPnil (31 December 2020: GBPnil).

During the period, the Group paid fees of GBP78k (31 December 2019: GBP189k) to MJ Advisory which is Michael Juskiewicz's personal service company based in the US.

Transactions between the Parent Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

   19.   Share-based payments 

On 27 May 2021, the Group granted 65,477,778 share options to all staff which were valued at GBP818k. The fair value of the share options has been calculated using the Black-Scholes model at the grant date. The key inputs into the Black-Scholes model are detailed below:

 
                                                  2021 Options 
 
              Share price at date 
              of grant                                   1.13p 
            Exercise price                               0.00p 
            Volatility                                    100% 
            Option life                                10 yrs. 
            Risk-free interest rate                       0.5% 
 
 

As at June 2021, GBP330k of the GBP359k shared based payment cost related to the above options granted in May 2021.

   20.   Post balance sheet event 

There are no post balance sheet events.

   21.   Contingent liabilities 

The Group does not have any contingent liabilities.

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END

IR SEDEFUEFSEEU

(END) Dow Jones Newswires

September 30, 2021 02:00 ET (06:00 GMT)

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