7DIG.L Regulatory News (7DIG)

1 July 2019

7digital Group plc

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

Results for the year ended 31 December 2018

7digital Group plc (AIM: 7DIG) ("7digital", the "Company") today announces its audited results for the full year ended 31 December 2018.

2018 highlights:

· Group revenue grew by 19% in 2018 to £19.9m (2017 restated: £16.7m)

· Gross profit increased by 24% to £14.7m

· Overall gross margin also increased to 74% from 71%

· Statutory operating loss for 2018 was £12.1m (2017 restated: £5.2m)

· Adjusted EBITDA loss for 2018 was £2.5m (2017 restated: £1.8m)

· Group restructured operations closing the French operation and platform

· Announced a reduction in headcount of c35% across the UK, Denmark and the US

Post period events:

· Loss of major contract with MediaMarktSaturn with €4m received by the Company as part of settlement Sale of bespoke technology from the Danish business and transfer of staff to TDC Group

· Key management changes with departure of CEO Simon Cole, Deputy CEO Pete Downton and interim CFO David Holmwood, and appointment of new CEO John Aalbers, and CFO Julia Hubbard

· Review of the business carried out by new management in April 2019 and announcement of new refocused business strategy to fully capitalise on 7digital's cloud-based streaming platform

· On 13 May 2019, Magic acquired outstanding loan notes of £0.6 million and entered into a standstill agreement agreeing not to seek early redemption or conversion of the notes

· £1.3m raised in June 2019 through a share issue and outstanding £0.6m principal and accrued interest on Convertible Loan Note capitalised, bringing on board a new majority shareholder

· Board changes announced in June 2019 including departure of Sir Donald Cruickshank as Chairman, Eric Cohen as a Non-Executive Director and the pending appointments of Tamir Koch as Non-Executive Chairman and David Lazarus as a Non-Executive Director

The CEO of 7digital, John Aalbers, stated: "Having arrived at 7digital in April 2019 with Julia Hubbard (CFO) and finding the company facing financial difficulties, we are pleased to have been able to secure excellent new investors in the form of the consortium headed up by Tamir Koch and David Lazarus."

Aalbers continued: "Tamir and David have an exciting vision for the music industry and see 7digital as playing a key role. As such, they have expressed a strong desire to invest further funds to stabilise the business and enable 7digital to execute its new enterprise strategy."

Enquiries:

Chief Executive Officer's Review

Overview

7digital has gone through a number of changes since the start of 2018 in its pursuit of growth and improved cash flows. During the year a significant amount of cost was removed from the business and a series of new commercial contracts were signed. However, given a number of these contracts were with fledgling businesses, the Company is yet to see material new revenues come through from them as they build customers and users. Furthermore, in January of 2019, 7digital was hit hard by the loss of MediaMarktSaturn ("MMS"), a major customer. Despite receiving a termination payment, in April 2019, the Company announced that it would require material further equity and/or debt funding in the immediate near-term, without which it would be unable to continue as a going concern.

Late in 2018, it was recognised that a new approach was necessary if the Company was to become a success and deliver for shareholders in the long term. There was a change in senior management, with Simon Cole, CEO, Pete Downton, Deputy CEO, and David Holmwood, the Company's interim CFO, departing in March and April. The Chairman, Donald Cruickshank departed in June.

In April 2019, Julia Hubbard and I arrived and an urgent review of the business was carried out in order to identify and implement necessary changes and develop a much more focused business strategy which would fully capitalise on the capability of 7digital's cloud-based streaming platform.

In June 2019, we welcomed onboard a new majority shareholder in the form of a consortium led by Tamir Koch and David Lazarus, who will join the company's board of directors shortly and who are committed to making further funds available for the business. A further fundraising is needed and planned for July 2019.

Having completed the partial rescue of the business to fund it beyond April 2019, the company will be well positioned to execute the new strategy assuming the July fundraising succeeds as planned.

While the business has suffered in the past from a lack of focus, there is consensus that the global streaming market, which is expected to be worth $11 billion by 2020, presents a huge opportunity. With a new strategy in place and 7digital's excellent platform, the team is now setting a course to deliver on 7digital's vision of becoming a leading global supplier of B2B music streaming solutions.

Strategy

The primary outcome from the strategic review undertaken was to recognise that the Company was, foremost, a technology company rather than a media company. Accordingly, the Company's focus should be on winning repeatable, long-term business through the provision of a standardised product that can be provided to a wide range of enterprises as a "Platform as a Service" ("PaaS") with the appropriate operating structure to support this model. This compares to previous strategies in which the Company implemented bespoke solutions for a diverse range of customers often with divergent needs, leading to unprofitable business at higher risk.

Our vision is to become the leading supplier of B2B music streaming solutions globally. While the Company will continue to sell into, and build on, the "music industry" customer base that the Company has historically been able to secure and service, we intend to focus on growing other B2B markets. Expansion into new markets will be targeted through a focus on identification of specific verticals that exhibit ideal customer characteristics for the deployment of the Company's solutions.

To this end, we have identified the following market verticals in which enterprises with these characteristics reside and have determined that demand is potentially high. These include:

· Mobile Telecommunications - specifically Mobile Virtual Network Operators (MVNOs);

· Retail Loyalty Program Providers; and

· Automotive Systems Providers.

7digital's primary offering would be a "turn-key", advanced-feature, music streaming platform, which enterprises can brand as their own. The Company's platform already provides an extensive music catalogue and can be offered to the enterprise's consumer customers as part of a loyalty and churn reduction programme to increase customer retention.

In addition to the Company's core strategy described above, incremental revenue and competitive advantage is expected be achieved from the second half of 2020 through agreeing an arms-length commercial agreement with eMusic.com, Inc., a leading source of discovery and sales for independent music and artists, a company of which Tamir Koch is President. Synergy is expected to be created with eMusic and its blockchain infrastructure, which would allow DIY artists to upload content to 7digital's platform directly.

The Directors expect this to benefit 7digital by:

· enabling 7digital to distribute to all music digital subscription providers; and

· enabling 7digital to offer unique content when selling to new music service providers.

The Company's sales strategy will be restructured to focus on the tightly defined market verticals where the Company's core customers operate. The Company accordingly intends to both enhance its direct sales force with experienced sales personnel and to also scale up the Company's reach to a much wider market by creating a global partner programme.

Outlook

On 7 June 2019, 7digital announced a number of important developments to raise additional finance to meet the immediate working capital requirements of the Group. In summary, it was announced that:

· a consortium, comprising Magic Investments S.A. (a tech investment holding company) ("Magic") and Shmuel Koch Holdings Limited ("SKH") had conditionally agreed to subscribe for, an aggregate of, 634,132,641 Subscription Shares at 0.2 pence per share ("Issue Price"), to raise £1.3 million (before expenses);

· Magic had agreed to capitalise the outstanding £585,932 principal and accrued interest of the Convertible Loan Notes at the Issue Price into 332,915,704 Exchange Shares;

· a number of changes to the Board were proposed, conditional upon the passing of the Resolutions at the General Meeting held on 25 June 2019

The Resolutions enabling the company to issue share capital in return for £1.3m (before expenses) and convert the Convertible Loan Notes into equity were passed at the shareholders meeting on 25 June 2019. The funds were subsequently received by the company on 26 June 2019 and the Loan Notes were converted on the same date.

The proposals were necessary to finance the immediate working capital requirements of the company as announced on 9 April 2019 and on 13 May 2019. The Board, however, remains of the view that equity investment in addition to the Subscription and Debt to Equity Swap is required to meet the short-term working capital requirements of the company.

It was intended that, on publication of this annual report for the year ended 31 December 2018, the Company would immediately seek to raise an additional £4.5 million by way of a placing and further subscription of new Ordinary Shares with new and existing shareholders at the Issue Price. The Consortium has indicated that, acting together with its business partners and associates, it may subscribe for up to £2.5 million of this amount, subject to review of the annual report, however no assurance can be given in this respect.

However, as announced in the 'Result of General Meeting' on 25 June 2019, Resolution 7, which was to approve the disapplication of statutory pre-emption rights in relation to the allotment of equity securities for cash up to an aggregate nominal amount of £300,000, was not passed. The failure by Shareholders to pass this Resolution has created greater execution risk for any subsequent equity raise (a "Follow-on Financing") by the Company since further shareholder approval would now be required in order to implement this. The Directors therefore intend to engage with the relevant Shareholders, where possible, with a view to securing their support for a Follow-on Financing. However, Magic and SKH, our new majority shareholders, have indicated that they will support the necessary resolutions. As set out in the Circular to shareholders dated 7 June 2019, the Company currently believes that it still needs to raise Additional Funds of at least £4.5 million by 31 July 2019, failing which it is highly likely that the Company would need to be placed into administration. It is further noted that should the implementation of the Company's new strategy take longer than currently expected, growth in revenue is slower or the Company is unable to reduce certain costs as anticipated then it is highly likely that the Company will be required to raise additional finance during 2020. 

The Company remains committed to executing the new strategy and firmly believe that 7digital has an excellent platform which, along with a strengthened team and new financing and partnerships, will enable the delivery of 7digital's vision. On behalf of the Board, I would like to thank all of the team here at 7digital for their continued dedication. The Company will update Shareholders and the market in due course on progress.

Board Changes

Whilst there were no Board changes during 2018, there have been a series of changes and proposed changes since the period end as the business looked to quickly bring about necessary change. In March 2019, Pete Downton stepped down from the Board having served as COO and Deputy CEO. This was then followed by the resignation of Simon Cole as CEO. In April 2019 John Aalbers joined as CEO, bringing with him an extensive track record as a specialist in building early- and mid-stage technology companies. Julia Hubbard also joined in April 2019 as Chief Financial Officer having previously worked for a number of publicly listed companies, including AIM-listed Amino Technologies plc where she partnered the CEO in a successful turnaround.

Sir Donald Cruickshank stepped down as Chairman and Eric Cohen stepped down as a Non-Executive Director with effect from the completion of the subscription and debt to equity swap on 26 June 2019.

Tamir Koch will join the Board as Non-Executive Chairman and David Lazarus will join the Board as a Non-Executive Director following the publication of these annual accounts for the year ended 31 December 2018. Accordingly, until such time, Mark Foster agreed to act as interim Chairman of the Company.

Following these changes, the Board will consist of six directors, with two executive directors and four non-executive directors of whom two are independent. It is anticipated that a further independent non-executive director may be appointed in due course. Anne De Kerckhove Dit Van Der Varent has agreed to remain on the Board until such time that a further independent non-executive director is appointed.

Further details of the Proposed Directors are as follows:

Tamir Koch, aged 47 - Proposed Non-Executive Chairman. Tamir Koch is President of eMusic.com, Inc., an online music and audiobook store and brand which started trading in 1998 and focused on discovery and sales of independent music and artists. Most recently Tamir has led the eMusic Blockchain Project, seeking to provide a decentralised approach to music distribution and rights management to facilitate the utilisation of blockchain within the music industry.

Tamir has previously founded several successful start-ups including Orca Interactive and Dotomi. Orca was sold to Emblaze Systems in 2000, which then floated Orca on AIM. It was subsequently acquired by France Telecom in 2008. Dotomi was acquired by ValueClick in 2011.

David Lazarus, aged 55 - Proposed Non-Executive Director. David is an industrialist and international entrepreneur. David spent six years at Lloyds of London as an accredited Lloyds Broker attending to Insurance and Re‐Insurance. David is currently an Executive Director of the RAM Hand‐to‐Hand Couriers Group, a leader in the Courier, Logistics and Express Parcel Industry in Southern Africa. The RAM Group operates from approximately 40 hubs, with approximately 1,700 vehicles and over 2,800 staff across Southern Africa. David is also a member of the Young Presidents Organisation. David has been involved in several international businesses, including having knowledge of the various investments of Magic.

John Aalbers

Chief Executive

28 June 2019

Chief Financial Officer's Review

Introduction

As noted in the Chief Executive's Review, the Company raised £1.3m (net of the repayment of loan notes) on 26 June 2019 through a share issue however the Board believes that it still needs to raise Additional Funds of at least £4.5 million by 31 July 2019, failing which it is highly likely that the Company would need to be placed into administration.

An initial review of the Finance function has revealed that a number of processes are unwieldy and can be made more effective, controls need to be further enhanced and KPIs and better Management Information designed and implemented quickly. Whilst some improvements were made during the period, significant enhancements are still required to the current accounting system which has been implemented poorly and thus exacerbated those control issues.

On 4 January 2019, the Company announced that its largest customer, MediaMarktSaturn ("MMS"), had indicated that it may wish to change the current arrangements and this could involve 7digital taking more responsibility for certain aspects of the service or the service being closed with a resulting termination payment becoming due and payable to the Company. On 1 March 2019, 7digital announced that it had accepted settlement of, and release from, all outstanding contracts and commitments relating to the Juke music service for an immediate payment by Juke of €4,000,000. Further, Juke agreed to write off all interest payments and £250,000 of the principal amount of the convertible loan note issued to Juke (as announced on 26 October 2018). 7digital paid the balance of the convertible loan note principal amount, £500,000, from the proceeds of the Agreement.

Further, on 2 May 2019, the Company announced the sale of bespoke technology from the Danish business and transfer of staff to TDC group, the largest telecommunications company in Denmark.

The sale transferred control of bespoke technology, and the resources to maintain it, to TDC. Following the loss of the MMS contracts, this technology was used by only one customer and had become unprofitable for the Company to maintain. The annualised losses eliminated from the business totalled around £1.6m and the net value of the assets sold was approximately £0.9m as at December 2018. This sale meant that 7digital would focus its resources on its productised, cloud-hosted technology.

The consideration was €1.375m in cash, of which €1.0m was paid to 7digital at completion. The remainder of the cash consideration was retained by TDC to cover certain potential liabilities and will be released by TDC to the Company by no later than 31 January 2020 to the extent that it is not required to meet such liabilities and is subject to customary post-closing adjustments. The cash was used for general working capital.

The loss of MMS, its associated companies, and TDC, being marginally in excess of 50% of the 2018 sales, is a fundamental loss to the Company. The transfer of the Danish platform and staff to TDC will eliminate around £1.6m of annualised losses from the business.

During 2018, the Group restructured its operations and the French operation and platform was closed. In addition, a number of redundancies were made in the UK, Denmark and the US. The resulting cost savings, which led to a reduction in headcount of c35% will benefit 2019.

On 26 June 2019, a consortium, comprising Magic Investments S.A. (a tech investment holding company) ("Magic") and Shmuel Koch Holdings Limited ("SKH") subscribed for, an aggregate of, 634,132,641 shares at 0.2 pence per share, to raise £1.3 million (before expenses). On the same date, Magic agreed to capitalise the outstanding £585,932 principal and accrued interest of the Convertible Loan Notes at the Exchange Price of 0.2p into 332,915,704 shares. A number of changes to the Board were proposed, conditional upon the passing of the Resolutions at the General Meeting held on 25 June 2019.

The proposals were necessary to finance the immediate working capital requirements of the Company as announced on 9 April 2019 and on 13 May 2019. The Board, however, remains of the view that equity investment in addition to the Subscription and Debt to Equity Swap is required to meet the short-term working capital requirements of the Company.

The significant events during the year and since year end have had a dramatic effect on the results of the business. Other adjusting costs of £7.3m resulted largely from impairment of intangible assets relating to the French and Danish businesses following the closure of the French office, loss of MMS, and subsequent sale of the Danish technology platform and the quality of the remaining licensing business which has led to full impairment of the UK technology platform.

Results

The Group Revenue grew by 19% in 2018 to £19.9m (2017 restated: £16.7m) and Gross profit increased by 24% to £14.7m. Our overall gross margin also increased to 74% from 71%.

The statutory operating loss for 2018 was £12.1m (2017 restated: £5.2m). The adjusted EBITDA loss for 2018 was £2.5m (2017 restated: £1.8m) and this is reconciled to the operating loss in note 3. The increase in 2018 statutory operating loss is largely due to other adjusting items of £7.3m as noted above.

The Loss per share was 2.97 pence (2017 restated: 2.85 pence).

Revenue and Gross Margin

Shown in the table below: our high-margin business-to-business ("b2b") Licensing revenues have increased by 13% to £13.4m compared to 2017 (£11.6m). Around two thirds of this business was derived from the two major customers which were lost in 2019.

Whilst Content revenue has grown by 27% (2018: £3.9m; 2017: £3.1m), £1.7m of this revenue relates to customers from the Danish platform which will not be repeated in 2019.

Gross Margin has increased by 3.2 percentage points to 74.0% largely due to the increase in licensing revenues at higher margins.

Expenditure

Underlying administration expenses increased by 18.5% (2018: £19.9m; 2017 restated: £16.8m) largely due to the full year effect for the Danish subsidiary which was acquired in June 2017 together with increased professional fees during 2018 resulting from the restatement of the 2017 accounts.

Other adjusting items

Other adjusting items for the year total £7.3m and largely comprise intangible and goodwill impairment of £2.2m resulting from the closure of the French and Danish businesses, £2.7m impairment of development costs incurred on the Danish platform which was sold to TDC in May 2019, £2.1m in respect of capitalised bespoke and other applications that were subsequently impaired.

Dividend

During the year, 7digital did not pay an interim or final 2018 dividend (2017: no interim or final 2016 dividend). The Board of directors is not proposing a final dividend in the current year.

Shareholder Loans

On 26 October 2018, the Company signed agreements with 3 shareholders to provide an aggregate facility of £1.5 million ("Facility"). The Facility is on standard market terms and is optionally convertible into ordinary shares or redeemable at certain specified times prior to maturity in December 2019. The price at which the principal and interest under the Facility may be converted into new ordinary shares is calculated by reference to the volume weighted average price of the existing ordinary shares. The maximum number of new ordinary shares which may be issued pursuant to the Facility was 58,157,529 ordinary shares. Interest was payable on these Loan Notes at 10.438% per annum.

On 8 February 2019, the Company received notice of conversion from one holder in respect of £193,858 (including interest) of the Facility at a conversion price of 1p pursuant to which 19,385,843 ordinary shares were issued. Following conversion, an aggregate of £1,311,691 of the facility remained outstanding.

On 1 March 2019, the Company received €4m from MMS under the MMS Settlement Agreement noted above. Of this cash settlement, £0.5m was used to fulfil MMS's share of the Facility, being £0.75m, in full. Thus £0.25m of the Facility was waived by MMS. Following settlement of MMS's share of the Facility an aggregate of £561,691 of the facility remained outstanding.

On 11 April 2019, the Company received a notice from the holder in respect of a tranche of the Facility, due to non-payment of interest. The Notice related to outstanding Facility and interest amounting to £325,570. Following receipt of the Notice, the outstanding amount became due and payable by 3 May 2019. The remaining tranche under the Facility of £0.25m plus accrued interest remained outstanding to another loan note holder.

On 13 May 2019, the remaining Facility was sold to Magic Investments S.A. (a technology investment holding company) ("Magic"). Magic entered into a standstill agreement with the Company pursuant to which it agreed not to seek early redemption or conversion of the Facility before 30 June 2019 except in certain limited circumstances (including a major equity issuance or the insolvency of the Company). 

On 7 June 2019, Magic agreed to capitalise the outstanding £585,932 principal and accrued interest of the Facility held by it into 332,915,704 new Ordinary Shares (at a 12 per cent. discount to the Issue Price). This transaction was approved by shareholders in a General Meeting on 25th June 2019 and the shares were issued on 26 June 2019.

Cash and cash flow

At 31 December 2018, the Group had a cash balance of £0.5m (2017: £7.0m).

Cash outflows in 2018 totalled £6.4m (2017: inflows £6.1m). This was largely driven from an operating cash outflow of £6.9m which was partially offset by the receipt of £1.5m cash inflow from the issuance of the Loan Facility, net of £1m cash outflow largely on platform development. In 2017 the operating cash outflow of £0.2m from operating activities was increased by an investing cash outflow of £4.3m which related mainly to assets acquired through the Denmark acquisition and offset by the issuance of share capital which resulted in a £10.6m inflow.

Julia Hubbard

CFO

28 June 2019

Consolidated Income Statement Year ended 31 December 2018

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position 31 December 2018 

Consolidated Statement of Changes in Equity Year ended 31 December 2018

Notes to the financial statements Year ended 31 December 2018

1. Accounting policies

Basis of Preparation

Statutory accounts for the year ended 31 December 2018 have been delivered to the Registrar of Companies. The financial information for the year ended 31 December 2018 contained in these results has been audited.

The financial information contained in these results has been prepared using the recognition and measurement requirements of International Financial Reporting Standards (IFRSs) as adopted by the EU. The accounting policies adopted in these results have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the financial statements for the year ended 31 December 2018. New standards, amendments and interpretations to existing standards, which have been adopted by the Group for the year ended 31 December 2018, have been listed below.

Going concern

The Group and parent company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 7 to 9 of the audited financial statements. The financial position of the Group, its cash flows and liquidity position are described in the Chief Financial Officer Review. In addition, note 27 of the audited financial statements includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposures to credit risk and liquidity risk.

The financial statements at 31 December 2018 show that the Group generated a loss for the year of £11.9 (2017: loss restated of £4.8m), and with cash used in operating activities of £6.9m (2017: £0.2m cash used) and a net decrease in cash and cash equivalents of £6.4m in the year (2017: increase of £6.1m). The Group balance sheet also showed cash reserves at 31 December 2018 of £0.5m (2017: £7.0 million). The parent company generated a loss for the year of £21.6m (2017 restated: £4.7m) and showed cash reserves at 31 December of £nil (2017: £6.0m).On 7 June 2019, 7digital announced a number of important developments to raise additional finance to meet the immediate working capital requirements of the Group. In summary, it was announced that:

· a consortium, comprising Magic Investments S.A. (a tech investment holding company) ("Magic") and Shmuel Koch Holdings Limited ("SKH") had conditionally agreed to subscribe for, an aggregate of, 634,132,641 Subscription Shares at 0.2 pence per share ("Issue Price"), to raise £1.3 million (before expenses);

· Magic had agreed to capitalise the outstanding £585,932 principal and accrued interest of the Convertible Loan Notes at the Exchange Price into 332,915,704 Exchange Shares;

· a number of changes to the Board were proposed, conditional upon the passing of the Resolutions at the General Meeting held on 25 June 2019

The Issue Price represents a discount of 11 per cent to the closing middle market price of an Ordinary Share on 6 June 2019 (being the last dealing date prior to the publication of the announcement).

The Resolutions enabling the company to issue share capital in return for £1.3m (before expenses) and convert the Convertible Loan Notes into equity were passed at the shareholders meeting on 25 June 2019. The funds were subsequently received by the company on 26 June 2019 and the Loan Notes were converted on the same date.

The proposals were necessary to finance the immediate working capital requirements of the Group as announced on 9 April 2019 and on 13 May 2019. The Board, however, remains of the view that equity investment in addition to the Subscription and Debt to Equity Swap is required to meet the working capital requirements of the Group.

It was intended that, on publication of this annual report for the year ended 31 December 2018, the Company would immediately seek to raise an additional £4.5 million by way of a placing and further subscription of new Ordinary Shares with new and existing shareholders at the Issue Price. The Consortium has indicated that, acting together with its business partners and associates, it may subscribe for up to £2.5 million of this amount, subject to review of the annual report, however no assurance can be given in this respect.

1. Accounting policies (continued)

However, as announced in the 'Result of General Meeting' on 25 June 2019, Resolution 7, which was to approve the disapplication of statutory pre-emption rights in relation to the allotment of equity securities for cash up to an aggregate nominal amount of £300,000, was not passed. The failure by Shareholders to pass this Resolution has created greater execution risk for any subsequent equity raise (a "Follow-on Financing") by the Company since further shareholder approval would be required in order to implement this. The Directors therefore intend to engage with the relevant Shareholders, where possible, with a view to securing their support for a Follow-on Financing. However, Magic and SKH, our new majority shareholders, have indicated that they will support the necessary resolutions. As set out in the Circular to shareholders dated 7 June 2019, the Company currently believes that it still needs to raise Additional Funds of at least £4.5 million by 31 July 2019, failing which it is highly likely that the Company would need to be placed into administration. It is further noted that should the implementation of the Company's new strategy take longer than currently expected, growth in revenue is slower or the Company is unable to reduce certain costs as anticipated then it is highly likely that the Company will be required to raise additional finance during 2020. 

The directors have reviewed 7digital's going concern position taking account of its current business activities, budgeted performance and the factors likely to affect its future development as detailed above, and which include the Group's objectives, policies and processes for managing its capital, its financial risk management objectives and its exposure to credit and liquidity risks.

The directors have prepared cash flow forecasts covering a period of 3 years from the date of these results. Please refer to the Directors Reports on pages 12 to 17 for further going concern commentary.

These financial statements have been prepared on the going concern basis, however the requirement for further finance of £4.5m, which at the date of this audit report had not been secured, along with the challenge of potential additional finance being required if the company is not able to implement its business plan and forecast means that a material uncertainty exists that may cast significant doubt on the group and parent's ability to continue as a going concern. These financial statements do not include the adjustments that would result if the group and the parent company were unable to continue as a going concern.

Revenue

IFRS 15 "Revenue from Contracts with Customers"

IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers where revenue is recognized at the amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods and services to a customer. The new revenue standard supersedes all current revenue recognition requirements under IAS 18 'Revenue'. The Group has applied IFRS 15 on 1 January 2018. The Group has reviewed its position on the contracts not completed at the date of initial application 1 January 2018 and the cumulative effect of initially applying this Standard as an adjustment to the opening balance of retained earnings as at 1 January 2018.

The group comprises of mainly three types of revenues

1) Licencing fees (also known as B2B sales)

a. Setup Fees

b. Monthly development and support fees

c. Usage fees

2) Content ("download") revenues (also know as B2C sales)

3) Creative revenues

Each type of revenue is detailed below

1. Accounting policies (continued)

Changes in accounting policy due to the adoption of the new standard

The adoption of the standard has mainly affected the following areas which is further explained below

1) Set up fees

Set-up activities are not deemed to be separate performance obligations as it is not a distinct service provided to the customer under the contract as they are functional in nature, the performance of which gives customers the right to access 7Digital's API platform. Consequently, these have been spread over the period of the contract agreed initially with the customers, as opposed to under IAS 18 where set-up fees were recognized on a straight-line basis over the set-up period (deemed to be the date the contract was signed to the point at which monthly recurring revenues started being invoiced). Therefore, upon the adoption of IFRS 15, the excess of the current and non-current portions of deferred revenue of £137,875 and £206,940, respectively, was transferred to Retained earnings as at 1 January 2018.

2) Creative revenues

The Group analysed several contracts for one-off productions which required the Group to provide progress reports to its customers. The Group has judged that these need to be measured over a period of time according to the percentage-of-completion method. This represents a change in accounting policy from the prior year where these contracts were recognised in line with other Creative contracts using a point-in-time methodology. At the date of initial application, no contracts were outstanding and therefore the introduction of the new standard had no impact on this Revenue stream.

Revenue comprises of:

I. Licensing revenues

7Digital defines licensing revenues as fees earned both for access to the company'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;

1. 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.

2. 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.

3. 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 a number of content stores and the income is recognised in the month it relates to.

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 accrued/deferred until such time as 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 company has no alternative use of the program produced, the group recognises revenue over the period ie based on percentage of completion, for the rest of the regular programs and contents, where the company doesn't own the IP, the group measures the revenue based on delivery of the content ie 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 may not be distinct in nature. Under IFRS 15, the Group must evaluate 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.

1. Accounting policies (continued)

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 company exceed the payment, a contract asset (Accrued Income) is recognised; if the payments exceed the services rendered, a contract liability (Deferred Revenue) is recognised.

1. Accounting policies (continued)

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 is 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-recurirng 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.

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 (see section related to critical accounting judgements and key areas of estimation uncertainty below).

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

- 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.

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.

1. Accounting policies (continued)

Critical accounting judgements and key areas of estimation uncertainty

Measurement of impairment of goodwill and intangibles assets

The carrying value of goodwill and intangible assets is reviewed for impairment at least annually. In determining whether goodwill or intangible assets are impaired, an estimation of the value in use of the cash generating unit (CGU) to which the goodwill and intangible assets have been allocated is required. This calculation of value in use requires estimates to be made relating to the timing and amount of future cash flows expected from the CGU, and suitable discount rates based on the Group's weighted average cost of capital adjusted to reflect the specific economic environment of the relevant CGU. These estimates have been used to conclude that management has fully impaired Goodwill amounting to £688k, customer lists of £418k, intangibles of £2,135k in 7D Ltd and £705k in the French entity. Further disclosure of these estimates, together with the sensitivity of the underlying impairment calculations to changes in these estimates are provided in note 12 to the audited financial statements.

Revenue recognition

Management considers the detailed criteria for the recognition of revenue from the sale of goods and services 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.

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 of prior period errors

The directors have determined that there was an under accrual of content in three of the Group's subsidiaries, 7digital Limited, 7digital Group, Inc & SD Music Stores Limited at the end of 2017 by £416k; £112k related to year ended 31 December 2017 and £304k related to prior years. Cost of sales and retained profit have been adjusted to reflect this error.

The directors have identified an over accrual of revenue of £68k in the Company and one of its subsidiaries, 7digital Limited at the end of 2017. A prior year adjustment has been made to reflect this revenue in 2017.

1. Accounting policies (continued)

A summary of this prior period adjustment is set out in the table below:

1. Accounting policies (continued)

Basic and diluted loss per share for the prior year have also been restatred to account for the above error. The impact was to increase both basic and diluted loss per share by 0.11p per share.

2. Revenue

2.1 Revenue from contracts with customer

The Group has disaggregated revenue into various categories in the following table which is intended to:

· depict how the nature, amount, timing and uncertainity of revenue and cash flows are affected by economic date; and

· enable users to understand the relationship with revenue segments information provided in 2.2 below

Contract assets are included with "trade and other receivables" and contract liabilities are included in "trade and other payables" and "Other payables" on the face of the statement of financial position.

The aggregate amount of the transaction price of the remaining performance obligations amounting to £1,148k are all expected to be released within the next 12 months; £133k will be released in 2020 and £8k in 2021.

2. Revenue (continued)

2.2 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.