23 December 2022

 

 

 

 

              Gfinity plc

("Gfinity" or the "Company")

Final year results for the year ended 30 June 2022

Continued progress on path to profitability

Gfinity plc (AIM: GFIN), a world-leading esports technology and media business, today announces its audited final results for the year ended 30 June 2022.

Financial highlights

·      Reduction of 28% in Adjusted Operating Loss[1] to £2.0m (2021: £2.7m), building on reductions of 50% in 2021 and 36% in 2020.

·      Revenue of £5.3m (2021: £5.7m), a decrease of 8%, but including a 33% increase in revenue attached to Gfinity's owned audience, technology and esports properties.

·      Gross profit of £2.7m (2021: £2.6m), a 4% increase, despite the reduction in revenue, reflecting the higher margins attached to Gfinity owned properties.

·      Adjusted administrative expenses of £4.7m (2021: £5.4m) down 13% year on year.

·      Closing year-end cash of £2.1m, with a further £2.7m of unexercised warrants.

 

Gfinity CEO, John Clarke, commented:

"The transformation of Gfinity's business model is now well underway. It is delivering improved financial performance and we continue on a pathway towards profitable growth. We are building shareholder value through Athlos, our owned tech IP licensing business. The plug and play nature of what the team has built is gaining momentum, being adopted by game publishers large and small. Our owned community of hard to reach gamers, GDM, is driving value by deepening engagement with users. And our excellence in the digital racing and football space makes Gfinity a partner of choice with leading sports rights holders and brands. Competitive gaming is a growth sector and Gfinity has carved a niche for itself in the evolving ecosystem in the past year. This will serve us well in the years ahead."

 

Operational highlights

Gfinity Digital Media

·      Average monthly active users of 14.5m, a 36% year on year increase

·      Revenue per monthly active user 20p (2021: 15p), an increase of 29%

·      Acquisition of Stock Informer brand, opening up ecommerce revenue stream

·      Development of proprietary Content Management System facilitating efficient content publishing at scale

 

Technology

·      63% increase in revenue from licensing and implementation of technology, outside of managed esports services

·      Renewed contract to deploy Gfinity's competitive platform into three of the largest mobile games in the world

·      £0.7m investment in development of Athlos product to facilitate easy to integrate competitive platform, enabling deployment at scale under Software as a Service licensing model.  MVP launching in Q2 of FY23, creating significant long-term revenue opportunity.

 

Esports Solutions

·      Completed delivery of record breaking fourth season of F1 Esports Series, achieving 23 million views across digital platforms, a 103% year on year increase

·      Renewed contract and commenced delivery of fifth season in 2022

·      Delivered third season of co-owned esports property V10 R League, under Global Racing Series partnership with Abu Dhabi Motorsports Management

·      Continued to be selected to deliver esports solutions by blue chip client base including: Coca Cola, Nintendo and Manchester United.

 

Post-period highlights

·      Appointed as esports strategy development partner of Saudi Pro League

·      Chosen as delivery partner for Red Bull Home Ground Tournament

·      Launched MVP of Athlos Game Technology platform.

 

Outlook:

·      The esports and gaming sectors continue to grow, forming part of a systematic change in the media industry towards digital, streamed and gaming related content

·      The strategy of building growth around what we own is already delivering improved financial performance.  Directors continue to believe that this is the right approach to deliver long term value for shareholders

·      In particular the investment made into productisation of Gfinity's proprietary esports technology, will start to drive revenue growth from 2023 onwards, becoming a significant part of the Group's future success

·      While short-term success will still be impacted by overarching economic climate, in particular with reference to advertising rates within GDM network, the long term growth potential remains very strong   

·      The Company are engaged with a number of strategic partners to identify the best way to support the business to deliver on that long term growth potential.

 

ENDS

Enquiries:

Gfinity plc John Clarke, CEO	www.gfinityplc.com [email protected]
Canaccord Genuity Limited (AIM Nominated Adviser & Broker)	Tel: +44 (0)207 523 8150
Bobbie Hilliam / Patrick Dolaghan

About Gfinity

Gfinity is a leading media and technology company in the fast growing esports and gaming sector.  Founded in late 2012, Gfinity established itself as esports and community engagement experts. More recently, the company's business model has evolved to reflect the rapidly developing gaming market, sharpening its strategic focus, based on 3 distinct areas:

Gfinity Digital Media is made up of 11 sites that reach up to 15 million monthly unique active users, and delivers 75 million impressions per month across its social network of over 7,000,000 followers.

The Gfinity Engagement Platform (Athlos) is a fully configurable, white-label, bespoke solution, designed to maximise community engagement through competitive play, and is already trusted by some of the world's biggest gaming and esports organisations.

Our JVs and Partnerships - Esports Solutions - allow the Company to benefit from co-owned ideas, working with partners who value and benefit from Gfinity's expertise, to create products such as the Global Racing Series with Abu Dhabi Motorsport Management, and esports activities for Manchester United FC, and Formula 1.

 

 

Chairman's Report

I have pleasure in presenting our annual accounts for the financial year-ended 30 June 2022.

It has been another year of progress in the delivery of the Company's strategic plan. The focus on "what we own" continues to guide the team and prioritise where resources are best allocated. This contributed to third consecutive reduction in Adjusted Operating Loss.

By owning a fast-growing community of hard-to-reach gamers, and proven technology that facilitates both competitive game play and deepens engagement, the business now has a more predictable and reliable revenue flow. This is scalable, and delivers strong margins.

The team has continued to strengthen its position in virtual motorsport, delivering the Formula 1 esports programme for a 5th year and Season 3 of the co-owned V10 R-League. The success of these events is due to a combination of an experienced delivery team and Race Control, the owned tech IP that provides industry leading real time adjudication support.

During the year the leadership team has been strengthened, adding expertise and accountability to take the business to the next level. Managing Directors were appointed with responsibility for GDM, Athlos and Esports Solutions.

The GDM team continues to grow our owned community of hard-to-reach gamers through web and social channels. Gfinity now touches the lives of close to 100m young people each month. Several our sites have seen significant growth but none more so than EpicStream which grew monthly users and page views by 356% and 512% respectively.  Athlos is making significant progress. Its mission, to help game studios harness the power of competitive play to grow their communities at scale, increase player engagement, and drive increased revenue has struck a chord in the marketplace. Game publishers are increasingly looking at live services in addition to game sales as a primary source of revenue. Athlos creates a meta-game around any existing video game which makes for a significant potential customer base.

The market demographics continue to work in favour of gaming. Young people continue to enjoy interactive over traditional forms of entertainment. New blockbuster game launches are dwarfing the time and money spent on movie and music releases. And countries such as KSA are spending heavily on gaming infrastructure projects. New opportunities are being created across the industry.

Gaming is not a fad, it is a way of life for younger generations. This is not lost on brands who are looking to connect authentically with consumers under the age of 30 or on sports rights holders who see a digital equivalent as a key to stay relevant. While game publishers who operate in a highly competitive marketplace are increasingly focused on ways to drive up the Average Revenue Per User (ARPU). Offering increased competitive game play is a part of their playbook. Gfinity can add value in each of these areas and is well positioned for growth.

In summary, I would like to say thank you to the Gfinity team that continues to show all the qualities needed to succeed. They are tenacious, passionate, innovative and demonstrates a can-do attitude that is infectious. And I would also like to thank all our clients and partners that choose to work with Gfinity. Their continued support is never taken for granted and we look forward to continuing to grow together.

 

Neville Upton

Chairman

22 December 2022

 

 

Chief Executive Officer's Report

When appointed CEO in March 2020, I set out a bold plan to bring the economics of our business under control and to reset the strategic focus on 'what we own' to deliver scalable and profitable growth. We are now at the end of the second full year of this plan, and we are making progress in each area.

To win in the world of competitive gaming and esports you need to make a positive contribution to the overall gaming ecosystem. You must bring something to the table for partners and clients that adds value. To do this effectively you need to own something. This is at the core of the 'what we own' strategy.

For Gfinity this means owing a fast-growing community of hard-to-reach gamers and owning proven technology that facilitates competitive game play that helps deepen engagement. Monetise them independently and then utilise each one in a way that helps grow business in areas where we already have a competitive advantage, such as virtual motorsport.

The decision to prioritise the 'what we own' strategy over the delivery of multiple fee based one-off client service programmes has had an adverse short-term impact on top line revenue in 2022, which was £5.3m, a decrease of 8% YOY. However, we saw a 33% increase in revenue attached to Gfinity's owned audience, owned tech IP and the V10 R-League esports programme which is a co-owned partnership with Abu Dhabi Motorsport Management. We have driven 107% increase in gross profit from these areas.

During the year we turned down several one-off assignments which would have driven more revenue but would not have helped us deliver on our strategic plan. We have had the confidence to say no. The numbers show that it is the right thing to do.

The economics of our business has become more predictable, and we are driving better gross margin performance with gross profit up 4% despite the reduction in revenue. At the same time the operating cost base has been streamlined, with adjusted opex down 13% YoY.

Throughout the year the team has been focused on transforming the business into one that is scalable. This is our pathway to profitability.

 

Balanced revenue dispersion

In March 2020 more than 90% of our revenue was coming from client services or esports solutions - delivering events for game publishers, sports rights holders and brands for a fee. This business was difficult to predict and to scale.

Today we are starting to see a more balanced revenue dispersion, reflecting the 'what we own' strategy. This is going to continue.

At the end of 2022 financial year our profitable owned community of gamers, Gfinity Digital Media (GDM), delivered 54% of revenue up from 29% in the previous year. Revenue derived directly from Gfinity's proprietary esports technology, which is driving some of the world's largest in-app mobile esports programmes, delivered 7%. While our focus on esports solutions has been in areas where we have a competitive advantage and this has delivered revenue of 39% from a blue-chip client base including Formula 1, Manchester United, Abu Dhabi Motorsport Management and Red Bull.

This is driving better financial performance, characterised by a reduction in the adjusted operating loss in FY22 of 28% (down to £2m). This builds on reductions of 36% and 50% in FY20 and FY21.

 

Growth of Gfinity Digital Media (GDM)

2022 was another successful year for GDM. At the end of the June monthly users across all sites were 14.5m, up 36% on FY21. Revenue reached £2.8m, up 75%. While the annualised revenue per user was up 29% to 20p. Combined with our social channels we are now reaching more than 100 million gamers each month.

We have a strong platform for further growth in the number of users and the revenue per user. We will continue to do this organically and through strategic acquisitions.

GDM's competitive advantage is based on technology; content and Search Engine Optimisation (SEO) expertise; and commercial leverage. We continue to invest in our proprietary Manifold CMS system which allows for efficient content publishing at scale and is now in a plug and play format for all new acquisitions that we make. In addition, Stock Infomer price and stock availability technology is being adapted to allow relevant price comparison links to be offered to anyone viewing content across the network. Our team of editors and SEO specialists have built a high performing and growing network of websites with strong domain authority, supported by a bank of evergreen content across multiple genres. It is our scale that is driving improved commercial rates on advertising and affiliate partnerships, ensuring a greater proportion of higher CPM direct traffic.

It is important that we continue to innovate and stay agile in how we manage GDM. There continues to be downward pressure on overall advertising spend with platforms such as Meta and Google announcing post period reductions in ad revenues. While Google is prone to make algorithm changes with little or no warning which can impact user numbers. The team is constantly looking at ways to minimise the impact of marketplace changes and to ensure GDM continues to grow.

 

Licencing our competitive gaming engagement platform

One of the highlights of the year was the decision by one of the world's largest mobile game companies to extend its contract to license a white labelled version of Gfinity's competitive gaming platform. It is being used, in-App, for the second year running, to power its global esports programme. Tens of thousands of players from multiple countries competing seamlessly within the game.

This contributed to 63% growth in license revenues from our owned competition and engagement platform, outside of programmes where Gfinity also manages the overall tournament and programme delivery. Perhaps more importantly it also gave us the proof of concept needed to launch Athlos.

The Gfinity tournament platform has traditionally been a bespoke integration for our clients, such as the Premier League. Now we are making it available to licence.

Over the past twelve months we have rebuilt the technology so that game publishers can directly integrate it into their games in a matter of hours. This creates a major SaaS model, where tens of 1000's of game publishers from AAA down to small independents can offer competitive play to their users. Deployment at scale will start in Q1 2023.

 

Targeted esports solutions

Our esports solutions efforts are increasingly focused on areas where we have a strong competitive advantage and are working alongside some of the worlds most respected brands such as Formula 1 and Manchester United.

Formula 1 renewed as a client for a 5th year with an expanded programme for 2022. It is a brand that is going through a renaissance driven in part by the tv show 'Drive to Survive' and its focus on virtual racing which is drawing a younger audience. The value that Gfinity brings to Formula 1 extends from world class production right the way through to tech IP with our proprietary Race Control product which manages all in race adjudication issues. In addition, Gfinity's www.racinggames.gg site is one of the most visited for F1 esports news and insights which helps us bring informed opinions to the table on ways to deepen connections with F1's virtual racing fans.

In June we launched Season 3 of the V10 R-League, our co-owned partnership with Abu Dhabi Motorsport Management. For the first time we took the top 4 teams in the competition to take part in a live finals event at the Yas Mall as a showcase event for Abu Dhabi Gaming Month. Mercedes won a tense final against Max Verstappen's Redline team. The format and fastest virtual car in the world have captured the imagination of the teams and fans alike. After three seasons of building the product, we now have a product that has strong commercial appeal.

 

Investments in gaming industry

During the year the Kingdom of Saudi Arabia's Savvy Gaming Group (SGG) acquired two leading global esports businesses for a reported price of $1.5bn and took financial positions in several leading game publishers. SGG announced in September that it planned to invest a further $38bn in gaming related companies by 2030. This reflects the ambition to make KSA the global hub for gaming.

In July and August, the Saudi Esports Federation (SEF) delivered Gamers8, a two-month celebration of gaming featuring many of the world's most popular games and leading professional teams. I attended the event and was impressed by

its scale, professionalism, and creativity. It was exciting to see young and old, female and male, embrace a range of different games. They were playing, competing, and watching the best pro players compete in games like Fortnite and DOTA. Plans for a 2023 edition are already underway and it is clear it will be on an even grander scale.

In June Gfinity hosted a KSA business delegation, organised by the Saudi General Entertainment Authority (GEA), at the Gfinity Arena. The delegation consisted of leaders of thirty private entertainment companies. It was an enjoyable exchange of ideas and relationships have been built which will be beneficial in the future.

The investment in gaming in KSA is creating new opportunities and Gfinity is well positioned to play a positive role in future developments.  It was in this context that in November 2022 I was delighted to be able to announce Gfinity's appointment as the esports and gaming solutions partner for the Saudi Pro League.  This represents an important first step within the region.

 

Our dedicated team

The progress we are making across the business is a direct consequence of the passion and spirit shown by the team. Everyday team members are stepping up, innovating, selling ideas, building networks, wowing partners with the quality of their work, and making things happen in a challenging economic environment. Gfinity is benefiting from having leaders across the business driven by their desire to build something special.

 

Outlook

The strategic focus on 'what we own' gives us greater control over our destiny. However, our success is still dependent upon positive business and consumer sentiment. There are economic headwinds. This could impact spending, especially on advertising campaigns across GDM. We will continue to manage our cost base in line with both the opportunities that we can see ahead of us and the market realities that we face. The team will remain agile, flexible, and entrepreneurial, continually adding to an already strong pipeline of opportunities in the strategic areas where we have chosen to focus on.

 

Conclusion

The transformation of Gfinity's business model is now well underway. The strategy is embedded across the business with strong leaders in place to ensure we deliver on what we say and move us towards profitable growth. We remain focused on what we can control, strengthening the foundations on which the GDM has been built; adding more customers to Athlos, our tech IP licensing business; and partnering with organisations who share our passion for gaming and the commercial opportunities it presents. Gfinity's best days are ahead of us. I would like to thank the Gfinity team, our business partners and our clients for their continued hard work and support.

 

John Clarke

Chief Executive Officer

22 December 2022

 

 

Chief Financial and Operations Officer's Report

 

Summary

The year to 30 June 2022 saw continued strong progress on Gfinity's path towards profitability.  An adjusted operating loss of £2.0m, represented an improvement of 28% on the year to 30 June 2021; a third consecutive year of progress, following reductions of 50% in FY21 and 36% in FY20.

This continued improvement reflects the strategic focus on areas within the esports and gaming ecosystem that Gfinity owns, that can scale and can deliver a strong margin as they do so.

Revenue of £5.3m actually represented a reduction of 8% year on year.  Within this, however, there was a 33% increase in revenue coming from Gfinity's owned audience, technology and esports rights.  As a result, despite the reduction in top line revenue, gross profit actually increased to £2.7m (2021: £2.6m), while Adjusted Administrative Expenses actually reduced by 13% to £4.7m (2021: £5.4m), again reflecting a third consecutive annual reduction.

 

Revenue and Cost of Sales:

Gfinity Digital Media:

GDM revenue for the year of £2.8m represented an increase of 75% year on year (2021: £1.6m).  This reflected growth in both the number of unique monthly active users on Gfinity's platform, which rose 36% to 14.5m and growth in the annualized revenue per monthly active user, which rose 29% from 15p to 20p.

 

This growth reflected a continued strengthening of both the quality of content across the GDM network and the domain authority of the sites.  It also reflected a diversification of the revenue streams from the sites, with ecommerce activities strengthened alongside the existing advertising.

In this regard, we were delighted to add the Stock Informer brand to the GDM network in September 2021.  This acquisition has strong value in itself, as a new and highly profitable revenue stream within the GDM portfolio.  In the nine-month period post acquisition, this business contributed £0.5m of revenue and £0.4m of net profit to the network.  Over the longer term, however, the technology used to provide the live pricing and stock availability data for this product, will power live price comparison information for relevant products for users across the GDM network.  Representing a potentially even greater revenue opportunity.

Gross profit across the GDM network, rose to £1.6m, an 81% year on year increase, reflecting a 56% gross margin.

 

Esports Solutions:

In the year to 30 June 2022 Gfinity has continued to be trusted by major global brands to design, develop and deliver esports solutions. 

During the first half of the financial year Gfinity completed delivery of the fourth season of the Formula 1 Esports Series.  This programme continues to grow and set new records, achieving 23 million views across the season; a 103% year on year increase.  Gfinity's contract was subsequently reviewed for a fifth season, with delivery commencing in early 2022, building to live events and finals taking place in the latter months of 2023.

This programme was supported by other initiatives on behalf of clients including Coca Cola, Manchester United, Nintendo, EA Sports and Ask4.

This financial year also saw the commencement of the 3^rd season of the V10 R League, a part of the Global Racing Series partnership in conjunction with Abu Dhabi Motorsports Management.  This season saw the addition of Mercedes to the roster of competing teams, joining other high-profile organisations including: Red Bull Racing, BMW SIM Racing, Fordzilla, Williams Esports and Aston Martin.

The period to June 2023 saw completion of around half the season, building towards a live finals taking place in Abu Dhabi, sponsored by Miral in early FY23.

This contrasted with FY21, which had seen both of the first two seasons of the V10 R League programme.  As a result, revenue fell from £0.7m to £0.2m.  The programme required a net investment of £0.1m (2021: £0.1m).  Directors believe, however, that this is creating a valuable owned esports property, from which Gfinity will see significant benefit in the future.

Overall, across the esports solutions business, revenue fell 47% to £2.1m (2021: £3.8m).  This reflected the revised phasing of the V10 R League programme, which had seen a greater concentration of activity in the prior year, but also a increased strategic decision to prioritise revenue streams attached to Gfinity's owned intellectual property, which directors believe will give the business a greater chance of driving longer term, high margin revenue growth.

 

Technology:

In the year to 30 June 2022 revenue attached to the licensing and implementation of Gfinity's technology, outside of the scope of managed esports programmes, grew 63% to £0.4m (2021: £0.2m).  This delivered a gross profit of £0.2m (2021: £0.0m).

 

Gfinity continued to deploy its proprietary esports platform into 3 of the major mobile game titles.  This programme has provided an important case study as to how Gfinity's technology can be implemented directly into mobile games.  Allowing publishers to deliver competitive programmes, without users having to leave the game to utilize other platforms.

With two-thirds of revenue in the games industry now coming from in-game revenues, rather than one off game purchases and competitive gamers proven to spend significantly longer and spend significantly more money in game than casual gamers, directors believe that this presents a significant future revenue stream.

 

Administrative Expenses:

As a Board, we monitor ourselves against Adjusted Administrative Expenses. This measure adjusts for the impact of non-cash items, including amortisation or other adjustments to the carrying value of goodwill and intangible assets, depreciation on owned assets and the share option charge.

In the year to June 2022, unadjusted Administrative Expenses included:

·      Share option charge of £0.5m, (2021: £0.3m)

·      Amortisation of intangibles and adjustments to goodwill and intangible carrying values of £1.6m (2021: £1.5m)

·      Depreciation of owned assets of £0.1m (2021: £0.6m)

 

In the year to June 2022, Adjusted Administrative Expenses were £4.7m (2021: £5.4m), reflected a reduction of 13%.  This was principally driven by reductions in permanent headcount, facilitated by a move to a more variable cost model, with a smaller team retained to deliver ad hoc client esports solutions.  This also represented the first full year without a base office, as the company adopted a fully remote working policy.

 

Operating Loss:

The cumulative effect of all the above items was that the adjusted operating loss for the year reduced to £2.0m (2021: £2.7m).  This represented a reduction of 28%.

Allowing for a small gain on the winding up of the Gfinity Esports Australia business, Adjusted EBITDA for the year was £1.9m (2021: £2.3m).

 

Cash and Cash Equivalents:

As at 30 June 2022, Gfinity had cash of £2.1m (2021: £1.4m).  Further to this, there were £2.7m in unexercised warrants, at an exercise price of 1.25p. 

 

Mergers and Acquisitions:

Gfinity completed two acquisitions in the year:

·      Megit Ltd, the parent company of the Stock Informer brand, which operates the StockInformer.co.uk and StockInformer.com sites in UK and USA respectively. Stock Informer holds a position of authority on the availability of hard to get items of stock, of particular relevance to gamers. Its proprietary technology ensures an up to date record of when such items become available allowing it to earn revenue through affiliate commissions.

 

Consideration for the acquisition of Megit Limited comprised of:

o  £2.5m in cash

o  £2.5m in Gfinity equity settled via the issuance of 62.5m new ordinary shares at the placing price of 4p in September 2021; and

o  An earn out of 30% of revenue in each of the first 3 years post acquisition, capped at a maximum value of £1.8m.

 

·      The trade and assets of the SiegeGG business. SiegeGG has acquired a leading position as the authority on all news and statistics relating to the competitive scene around the Rainbow Six Siege game published by Ubisoft. The business generates revenues through the licensing of its database of statistical information relating to Rainbow Six Siege esports and onsite advertising. In the year to 31 December 2020, SiegeGG reported unaudited revenues of $0.1 million and profit before tax of $40k.

 

Consideration for the acquisition of SiegeGG comprised of:

o  9 million ordinary shares, with a fair value on the date of acquisition of 4.4p amounting to £396k

o  An earn out of 30% of revenue in each of the first 2 years post acquisition, capped at a maximum value of £1.5m.

 

Outlook:

Directors believe that the continued improved financial performance of the business, coupled with the growth in the value of Gfinity's owned IP, will leave it well placed to deliver long-term value for shareholders.

While a sustained period of recession could have an impact on the speed of growth in certain areas, for example the level of advertising rates in the GDM business, directors still see significant opportunities for growth, in particular via:

 

·      Continuing to expand the audience within the GDM network and introduce new technology to deepen the engagement and increase the revenue that comes from this community

·      Launching an easy to integrate and easy to use version of Gfinity's Engage platform, which can be integrated directly into publisher game titles, creating a new Software as a Service revenue stream.

·      Building on Gfinity's expertise in sports based titles, particularly racing games and football to capitalize on the significant opportunity within the GCC region.

·      Directors are actively engaged in discussions with potential strategic partners to ensure that Gfinity is appropriately positioned to capitalise on these areas of opportunity.

 

 

Jonathan Hall

Chief Financial and Operations Officer

22 December 2022

 

 

 

 

Independent Auditor's Report

Opinion

We have audited the financial statements of Gfinity plc ('Parent Company') and its subsidiaries (together the 'Group') for the year ended 30 June 2022 which comprise the statement of comprehensive income, the statements of financial position, the statements of changes in equity, the statements of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Accounting Standards.

In our opinion, the financial statements:

•      give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 June 2022 and of the Group's loss for the year then ended;

•      have been properly prepared in accordance with UK-adopted International Accounting Standards; and

•      have been prepared in accordance with the requirements of the Companies Act 2006.

 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Material uncertainty related to going concern

We draw attention to Note 2 of the financial statements, which indicates that the Board have assessed that the Group and Parent Company will require additional external funding, which has not yet been secured, in order to meet its ongoing commitments and therefore a material uncertainty exists over the entity's ability to continue as a going concern.  Whilst management are confident that such funding will be achieved in the near future, there is inherent uncertainty until such time as such funding is secured.  As stated in note 2, these events or conditions, along with other matters set out in note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.  Our evaluation of the Directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included, as part of our risk assessment, review of the nature of the business of the Group, its business model and related risks including where relevant the impact of the COVID-19 pandemic, the requirements of the applicable financial reporting framework and the system of internal control. We evaluated the Directors' assessment of the Group's ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluated the Directors' plans for future actions in relation to their going concern assessment.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.  

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the Directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.

 

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group, its accounting processes, its internal controls and the industry in which it operates.

 

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the material uncertainty related to going concern section above, we have determined the matters below to be the key audit matters to be communicated in our report.

Below is not a complete list of all risks identified by our audit.

 

Key Audit Matter

How our audit addressed the Key Audit Matter

Recognition and Impairment of goodwill and intangible assets   At 30 June 2022, the Group had goodwill of £4,714,399 (2021: £1,903,790) and intangible assets of £4,575,141 (2021: £704,481) largely arising from the acquisition of a number of businesses in recent years including Megit Limited and the trade and assets of Siege.gg which were acquired in the year.   Both of these acquisitions gave rise to the recognition of goodwill and intangible assets during the year.  The recognition of these intangible assets required the exercise of judgement over their valuation, and the recognition of goodwill required judgement over the future contingent consideration payable.   For the purpose of assessing impairment on goodwill and other intangible assets arising from business combinations, these assets were allocated to cash generating units ('CGU') and the recoverable amounts of the CGUs were determined with reference to value-in-use (the 'VIU') calculations using cash flow forecasts.  In carrying out impairment assessments, significant management judgement was used to determine the key assumptions underlying the VIU calculations.   We have identified the recognition of goodwill and intangibles, and their associated impairment assessment, as a key audit matter because these assets are material to the Group and the estimation of recoverable amounts of the relevant CGUs involves a significant degree of management judgement and therefore is subject to an inherent risk of error.

Our key audit procedures included:   ·        obtaining the underlying purchase documents for the acquisitions undertaken in the year along with management's accounting assessments; ·        isolating and challenging key judgements applied to acquisition accounting including the determination of contingent consideration, the valuation basis for newly recognised intangible assets and the basis for deferred taxation on newly recognised intangible assets; ·        assessing the appropriateness of the VIU calculations used by the management to estimate recoverable amount of CGUs; ·        reconciling key input data applied in the VIU calculations to reliable supporting evidence; ·        challenging the reasonableness of key assumptions based on our knowledge and understanding of the business and industry; and ·        obtaining evidence of the commercial feasibility of the projects supported by the recognised intangible assets.   Based on our procedures, we noted no material misstatement in the carrying value of goodwill or intangible assets.

 

Our application of materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:

 

	Group and Parent Company financial statements
Overall materiality	£203,000
How we determined it	5% of Loss on ordinary activities before tax
Rationale for benchmark applied	We deem "Loss on ordinary activities before tax" to be an appropriate benchmark, as the most significant Key Performance Indicator for this type of business and operations is their profitability.  The audit team has also taken into consideration that Gfinity management monitor metrics around profit and loss to assess business performance.  The same materiality was applied to the Parent Company as 87% of group revenue is recorded in the Parent Company.

 

We agreed with the Board of Directors that we would report to them misstatements identified during our audit above £10,150 as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.

 

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

•      the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•      the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

•     adequate accounting records have not been kept by the Group, or returns adequate for our audit have not been received from branches not visited by us; or

•     the Group financial statements and the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

•     certain disclosures of directors' remuneration specified by law are not made; or

•     we have not received all the information and explanations we require for our audit.

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on pages 33 and 34, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council's website, to detect material misstatements in respect of irregularities, including fraud.

The extent to which our procedures are capable of detecting irregularities, including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

•        the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

•        we identified the laws and regulations applicable to the Group through discussions with the Directors, and from our commercial knowledge and experience of the biotech sector;

•        we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental, health and safety legislation and anti-money laundering regulations;

•        we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

•        identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

 

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

•        making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

•        considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

 

To address the risk of fraud through management bias and override of controls, we:

•        performed analytical procedures to identify any unusual or unexpected relationships;

•        tested journal entries to identify unusual transactions;

•        assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 2 of the financial statements were indicative of potential bias;

•        investigated the rationale behind significant or unusual transactions.

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

•        agreeing financial statement disclosures to underlying supporting documentation;

•        reading the minutes of meetings of those charged with governance;

•        enquiring of management as to actual and potential litigation and claims;

•        reviewing correspondence with HMRC and the group's legal advisor.

 

There are inherent limitations in our audit procedures described above. The more removed the laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Group's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

 

Sanjay Parmar

(Senior statutory auditor)

For and on behalf of Jeffreys Henry Audit Limited (Statutory Auditor)

Finsgate

5-7 Cranwood Street

London EC1V 9EE

Group Statement of Profit or Loss

	Notes		Year to 30 June 2022		Year to 30 June 2021
			£		£
CONTINUING OPERATIONS
Revenue			5,258,977		5,693,385
Cost of sales			(2,546,508)		(3,085,409)
Gross profit/(loss)			2,712,469		2,607,976
Other Income			1,529		54,354
Administrative expenses	6		(6,950,105)		(7,179,327)
Operating loss			(4,236,107)		(4,516,997)
Gain on disposal of associate	25		45,090		459,706
Finance income	8		77		4
Finance Costs	8		-		(10,236)
Loss on ordinary activities before tax			(4,190,940)		(4,067,524)
Taxation	9		209,968		221,929
Retained loss for the year			(3,980,972)		(3,845,595)
Loss and total comprehensive income for the period			(3,980,972)		(3,845,595)
Earnings per Share (Basic and Diluted)	10		0.004		0.004

 

Group Statement of Comprehensive Income

		Year to 30 June 2022		Year to 30 June 2021
		£		£
Loss for the Period		(3,948,541)		(3,845,595)
Other Comprehensive Income
Foreign exchange profit / (loss) on retranslation of foreign Subsidiaries		(3,458)		(12,887)
Other Comprehensive Income for the period		(3,458)		(12,887)
Loss and total comprehensive income for the period		(3,984,430)		(3,858,482)

 

 

Group Statement of Financial Position

	Notes		30 June 2022		30 June 2021
			£		£
NON-CURRENT ASSETS
Property, plant and equipment	11		148,510		187,366
Goodwill	12		4,714,399		1,903,790
Intangible fixed assets	13		4,575,141		704,481
			9,438,050		2,795,637
CURRENT ASSETS
Trade and other receivables	15		1,968,893		1,586,850
Cash and cash equivalents	16		2,141,361		1,375,873
			4,110,254		2,962,723
TOTAL ASSETS			13,548,304		5,758,360
EQUITY AND LIABILITIES
Equity
Ordinary shares	18		1,315,697		930,513
Share premium account			54,858,008		46,511,089
Other reserves			3,876,676		3,384,914
Retained earnings			(51,283,669)		(47,302,697)
Non controlling interest			3		-
Total equity			8,766,715		3,523,819
Non-current liabilities
Other Payables	19		840,742		254,986
Deferred Tax Liabilities	17		897,575		127,835
Current liabilities
Trade and other payables	19		3,043,272		1,851,720
Total liabilities			4,781,589		2,234,541
TOTAL EQUITY AND LIABILITIES			13,548,304		5,758,360

The following notes form an integral part of these financial statements

Signed on behalf of the board on 22 December 2022

Neville Upton                                        Jonathan Hall

Chairman                                              Chief Financial and Operations Officer

 

 

Company Statement of Financial Position

	Notes		30-Jun-22		30-Jun-21
			£		£
NON-CURRENT ASSETS
Property, plant and equipment	11		145,079		179,727
Investment in subsidiaries	14		7,100,297		-
Goodwill	12		2,274,565		2,568,417
Intangible fixed assets	13		1,059,549		530,336
TOTAL NON-CURRENT ASSETS			10,579,490		3,278,479
CURRENT ASSETS
Trade and other receivables	15		1,880,830		2,051,596
Cash and cash equivalents	16		1,361,279		1,329,815
TOTAL CURRENT ASSETS			3,242,109		3,381,410
TOTAL ASSETS			13,821,599		6,659,890
EQUITY AND LIABILITIES
Equity
Ordinary shares	18		1,315,697		930,513
Share premium account			54,858,008		46,511,089
Other reserves			3,898,634		3,403,414
Retained earnings			(50,539,126)		(46,340,461)
Total equity			9,533,213		4,504,555
Non-current liabilities
Other creditors	19		840,751		254,986
Deferred tax liabilities	17		895,751		94,748
Current liabilities
Trade and other payables	19		2,551,884		1,805,601
Total liabilities			4,288,386		2,155,334
TOTAL EQUITY AND LIABILITIES			13,821,599		6,659,890

The accompanying notes form an integral part of these financial statements.

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Company is not   presented as part of these financial statements. The parent Company's loss for the year amounts to £4,198,665 (2021: loss of £5,739,305).

Registered number: 08232509

Signed on behalf of the board on 22 December 2022

Neville Upton                                        Jonathan Hall

Chairman                                              Chief Financial and Operations Officer

 

 

Group Statement of Changes in Equity

	Ordinary shares		Share premium		Share option reserve		Retained earnings		NCI		Forex		Total equity
	£		£		£		£		£		£		£
At 30 June 2020	725,868		44,405,085		3,137,831		(43,457,102)		-		(5,613)		4,806,070
Loss for the period	-		-		-		(3,845,595)		-		-		(3,845,595)
Other comprehensive income	-		-		-		-		-		(12,887)		(12,887)
Total comprehensive income	-		-		-		(3,845,595)		-		(12,887)		(3,858,482)
Proceeds of shares issued	204,645		2,110,793		-		-		-		-		2,315,438
Share Issue Costs	-		(4,789)		-		-		-		-		(4,789)
Share options expensed	-		-		265,583		-		-		-		265,583
Total transactions with owners, recognised directly in equity	204,645		2,106,004		265,583		-		-		-		2,576,232
At 30 June 2021	930,513		46,511,089		3,403,414		(47,302,697)		-		(18,500)		3,523,819
Loss for the period	-		-		-		(3,980,972)		-		-		(3,980,972)
Other comprehensive income	-		-		-		-		-		(3,458)		(3,458)
Total comprehensive income	-		-		-		(3,980,972)		-		(3,458)		(3,984,430)
Proceeds of shares issued	385,184		8,667,150		-		-		-		-		9,052,334
Share Issue Costs	-		(320,231)		-		-		-		-		(320,231)
Share options expensed	-		-		495,220		-		-		-		495,220
Addition of NCI	-		-		-		-		3		-		3
Total transactions with owners, recognised directly in equity	385,184		8,346,919		495,220		-		3		-		9,227,326
At 30 June 2022	1,315,697		54,858,008		3,898,634		(51,283,669)		3		(21,958)		8,766,715

 

Company Statement of Changes in Equity

	Ordinary shares		Share premium		Share option reserve		Accumulated Deficit		Total equity
	£		£		£		£		£
At 30 June 2020	725,868		44,405,085		3,137,831		(40,601,156)		7,667,628
Loss for the period	-		-		-		(5,739,305)		(5,739,305)
Other Comprehensive Income	-		-		-		-		-
Total comprehensive income	-		-		-		(5,739,305)		(5,739,305)
Shares Issued	204,645		2,110,793		-		-		2,315,438
Share issue costs	-		(4,789)		-		-		(4,789)
Share options issued	-		-		265,583		-		265,583
Shares as deferred consideration	-		-		-		-		-
Total transactions with owners, recognised directly in equity	204,645		2,106,004		265,583		-		2,576,232
At 30 June 2021	930,513		46,511,089		3,403,414		(46,340,461)		4,504,555
Loss for the period	-		-		-		(4,198,665)		(4,198,665)
Other Comprehensive Income	-		-		-		-		-
Total comprehensive income	-		-		-		(4,198,665)		(4,198,665)
Shares Issued	385,184		8,667,150		-		-		9,052,334
Share issue costs	-		(320,231)		-		-		(320,231)
Share options issued	-		-		495,220		-		495,220
Shares as deferred consideration	-		-		-		-		-
Total transactions with owners, recognised directly in equity	385,184		8,346,919		495,220		-		9,227,323
At 30 June 2022	1,315,697		54,858,008		3,898,634		(50,539,126)		9,533,213

 

Group Statement of Cash Flows

	Notes		Year to 30 June 2022		Year to 30 June 2021
			£		£
Cash flow used in operating activities
Net cash used in operating activities	20		(2,573,719)		(2,049,833)
Cash flow from/(used in) investing activities
Interest received	8		77		4
Additions to property, plant and equipment	11		(74,137)		(106,642)
Additions to intangible assets	13		(685,951)		(16,030)
Net outflow on business combination	26		(1,774,020)		-
Proceeds of Associate Gain / (Loss)	25		45,090		459,706
Issue of shares to non controlling interest			3		-
Net cash used in investing activities			(2,488,938)		337,038
Cash flow from/(used in) financing activities
Issue of equity share capital net of issue cost			5,831,603		1,950,649
Repayment of leases			-		(439,621)
Bank interest payable			-		(10,236)
Net cash from financing activities			5,831,603		1,500,792
Net increase  in cash and cash equivalents			768,946		(211,833)
Effect of currency translation on cash			(3,458)		(12,890)
Opening cash and cash equivalents			1,375,873		1,600,596
Closing cash and cash equivalents			2,141,361		1,375,873

 

Company Statement of Changes in Cash Flows

	Note		Year to 30 June 2022		Year to 30 June 2021
			£		£
Cash flow used in operating activities
Net cash used in operating activities	20		(3,311,110)		(2,040,690)
Cash flow from/(used in) investing activities
Interest received	8		1		4
Additions to property, plant and equipment	11		(74,139)		(105,327)
Additions to Intangible Assets	13		(685,951)		(16,030)
Payments to acquire trade & assets on business combination	26		(1,774,029)		0
Proceeds of Associate Gain / (Loss)	25		45,090		459,706
Net cash used in investing activities			(2,489,029)		338,353
Cash flow from/(used in) financing activities
Issue of equity share capital			5,831,603		1,950,650
Repayment of leases			0		(439,621)
Bank interest payable			0		(10,236)
Net cash from financing activities			5,831,603		1,500,793
Net increase  in cash and cash equivalents			31,464		(201,545)
Opening cash and cash equivalents			1,329,815		1,531,360
Closing cash and cash equivalents			1,361,279		1,329,815

 

Notes to the Financial Statements

1.       GENERAL INFORMATION

 

Gfinity plc ("the Company") is a public company limited by shares incorporated in the United Kingdom under the Companies Act 2006, registered in England and Wales and is AIM listed. The registered number of the company is 08232509.

 

The functional and presentational currency is £ sterling because that is the currency of the primary economic environment in which the group operates. Foreign operations are included in accordance with the policies set out in note 2. Principal activities are discussed in the Strategic report.

 

 

2.       ACCOUNTING POLICIES

Basis of preparation

 

The Company has prepared the accounts on the basis of all applicable International Financial Reporting

Standards (IFRS), including all International Accounting Standards (IAS), Standing Interpretations Committee (SIC) and the International Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board (IASB) with effective dates for accounting periods beginning on or after 1 July 2021, together with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The accounts have been prepared on the historical cost basis, except for otherwise stated below. The principal accounting policies, which have been consistently applied throughout the period presented, are set out below.

 

The preparation of financial statements in conformity with IFRS requires the use of certain estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. Estimates and judgements are continually reviewed and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.

 

Standards, Interpretation and amendments to published standards effective in the accounts

 

The Group has applied the following new standards and interpretations for the first time for the annual reporting period commencing 1 July 2021:

·    Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform.

·    IFRS 17 Insurance Contracts.

 

The adoption of the standards and interpretations listed above has not led to any changes to the Group's accounting policies or had any other material impact on the financial position or performance of the Group.

 

Standards, interpretation and amendments to published standards that are not yet effective

 

New standards and interpretations that are in issue but not yet effective are listed below:

·    Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)

·    Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16).

·    Reference to the Conceptual Framework (Amendments to IFRS 3)

·    Amendments to IFRS 17

·    Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement.

·    Definition of Accounting Estimate (Amendments to IAS 8)

·    Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction - Amendments to IAS 12 Income Taxes

·    Initial Application of IFRS 17 and IFRS 9 - Comparative Information (Amendments to IFRS 17)

·    Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)

·    Non-current Liabilities with Covenants (Amendments to IAS 1)

·      Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)

The adoption of the above standards and interpretations is not expected to lead to any changes to the Group's accounting policies or have any other material impact on the financial position or performance of the Group.

           

Going Concern

Over the past three years, directors have refocused Gfinity's business to build growth based around owned and scalable properties, including Gfinity's Digital Media business and proprietary esports technology.  This has facilitated a reduction in operating expenditure, with a move towards a variable cost model allowing the business to better manage through peaks and troughs in demand. 

 

This strategy has enabled the business to deliver a third consecutive reduction in the Adjusted Operating Loss in the year to June 2022.  It is also ensuring that together with improved financial performance, Gfinity is continuing to develop assets that provide the business with underlying value and will provide sustainable, recurring revenue streams into the future.

 

Directors believe that this is the right strategy to deliver long term growth in shareholder value.  Specifically, over the coming 12 months, this will include further investment into the proprietary Athlos technology and the identification of further opportunities to continue to expand Gfinity's Digital Media network.

 

Directors are in advanced conversations with a number of parties, as to the potential to bring in strategic investment to support this continued growth strategy and believe that these conversations will be successful. 

 

In the event that such strategic investment was not forthcoming, directors still believe that investment would be secured to allow the business to meet its obligations as they fall due.  This belief is supported by:

·    The underlying value of the assets and Intellectual Property that have been created within the business;

·    Gfinity's reputation as a market leader, with a prestigious client base, in a sector that is continuing to attract significant investment; and

·    A proven ability to raise funds, even in difficult investment markets.

Whilst the Board acknowledge material uncertainties, the directors are confident that the cash flow forecasts for the Group will have sufficient working capital to settle its liabilities as they fall due for a period of not less than twelve months from the date of the approval of these consolidated financial statements. Consequently, the consolidated financial statements have been prepared on a going concern basis with material uncertainty.

 

 

Basis of consolidation

The Group accounts consolidate those of the Company and all of its subsidiary undertakings drawn up to 30 June each year. Subsidiary undertakings are those entities over which the Group has the ability to govern the financial and operating policies through the exercise of voting rights. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed. Acquisitions are accounted for under the acquisition method.

 

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.

 

All intra group balances, transactions, income and expenses and profit and losses on transactions between the Company and its subsidiaries and between subsidiaries are eliminated.

 

 

Goodwill

Goodwill is initially recognised and measured as set out above.

 

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units ('CGUs') expected to benefit from the synergies of the combination. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

 

 

Investment in subsidiaries

Investments in subsidiaries are held in the Company balance sheet at cost and reviewed annually for impairment.

 

Revenue

 

Revenue comprises the fair value of the consideration received or receivable for the sale of services in the normal course of the Group's activities. Revenue is shown net of value added tax.

 

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

 

·      Identifying the contract with a customer.

·      Identifying the performance obligations.

·      Determining the transaction price.

·      Allocating the transaction price to the performance obligations

·      Recognising revenue when/as performance obligation(s) are satisfied.

 

Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

 

Revenue comprises:

 

•     Partner programme delivery fees: Revenue recognised in line with the date at which work is performed.

 

•     Sponsorship revenues: Revenue is recognised on the date the relevant sponsored event takes place. In the event of long-term sponsorship contracts, the revenue is released on a straight-line basis across the term of the contract, except in instances where a significant proportion of the revenue relates to specific activation activities, in which case the revenue is released in line with when that work is performed.

 

•     Advertising revenues: Fees are earned each time a user clicks on one of the ads that are displayed on the website. Revenue is recognised on a pay-per-click, or cost per mille (CPM) basis.

 

•     Broadcaster revenues: Rights fees are received from linear broadcasters and online streaming platforms in return for rights to access broadcast content. Revenue is recognised once the relevant performance obligations are completed which is typically at the point the broadcast occurs.

 

•     Licensing revenues: Fees charged for the licensing of Gfinity esports technology, outside of the scope of a broader managed esports service provision.

 

•     Consultancy Fees: Revenue is recognised in line with the profile of resources dedicated to the programme across the assignment duration.

 

 

Leases and right-of-use-assets

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right- of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of- use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is measured at amortised cost using the effective interest method, and is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.

 

Short-term leases and leases of low-value assets:

 

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

 

Foreign currencies

 

Transactions in 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.

 

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the income statement 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 exchange rates for the period, unless exchange rates fluctuate significantly during that period. Exchange differences arising from the translation of the Group's foreign operations are recognised in other comprehensive income.

 

 

Taxation

The taxation expense represents the sum of the tax currently payable and deferred tax.

 

The charge for current tax is based on the results for the period as adjusted for items that are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computations of taxable profit and is accounted for using the balance sheet liability method.

 

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill (or any discount on acquisition) or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that the directors do not have a high degree of certainty that sufficient taxable profits will be available in the medium-term to allow all or part of the asset to be recovered.

 

Credits in respect of Research and Development activities are recognised at the point at which the asset becomes profitable and quantifiable. This is typically at the point at which a claim has been prepared and submitted to HMRC.

 

 

Share based payments

 

The Company provides equity-settled share-based payments in the form of share options. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the date of grant is expensed on a straight line basis over the vesting period, based on the Company's estimate of shares which will eventually vest and adjusted for the effect of non-market based vesting conditions. The Company uses an appropriate valuation model utilising a Black-Scholes model in order to arrive at a fair value at the date share options are granted.

In instances when shares are used as consideration for goods or services the shares are valued at the fair   value of the goods or services provided. The expense to the company is recognised at the point the goods or services are received.

 

 

Property, plant and equipment

 

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and that the cost of the item can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

 

Depreciation is calculated using the straight-line method to allocate the cost or revalued amounts of tangible fixed assets to their residual values over their useful economic lives, as follows:

 

Office equipment	3 years straight line
Computer equipment	3 years straight line
Production equipment	3 years straight line
Leasehold improvements	Over the period of the lease or, where management have reasonable grounds to believe the property will be occupied beyond the terms of the lease, 3 years straight line

 

The residual values and useful economic lives of the assets are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying amount of an asset is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable value. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other gains or losses in the income statement.

 

 

Intangible fixed assets

 

Intangible assets other than goodwill are recognised where the purchase or internal development of such assets are expected to directly contribute towards the company's ability to generate revenues .

 

Intangible fixed assets are stated at historical cost less accumulated amortisation and impairment, if any. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Where the cost is not clearly identifiable discounted cash flows are utilised to estimate either the cost to develop the resource or, where there are already profits attributable the asset, to estimate future cash inflows. Historical cost includes expenditure that is directly attributable to the acquisition or development of the items. Subsequent costs are included in the carrying amount of the asset or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and that the cost of the item can be measured reliably.

 

Amortisation is charged on a straight-line basis over the estimated useful economic life of the asset as follows:

 

Software development	3 years straight line
Web traffic acquired in business combination	3 years straight line
Technology Platform	5 years straight line
Customer Relationships	5 years