ACCOUNTS - Final Accounts


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Registered number: 08761407










DIGITAL GAMING CORPORATION LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

 
DIGITAL GAMING CORPORATION LIMITED
 
 
COMPANY INFORMATION


DIRECTORS
C E Bernitz 
K Bernitz 
A J Felman 




REGISTERED NUMBER
08761407



REGISTERED OFFICE
14th Floor

33 Cavendish Square

London

W1G 0PW




INDEPENDENT AUDITORS
BDO LLP, Statutory Auditor

London





 
DIGITAL GAMING CORPORATION LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 10
Consolidated Statement of Comprehensive Income
 
11 - 12
Consolidated Balance Sheet
 
13
Company Balance Sheet
 
14 - 15
Consolidated Statement of Changes in Equity
 
16
Company Statement of Changes in Equity
 
17
Consolidated Statement of Cash Flows
 
18 - 19
Consolidated Analysis of Net Debt
 
19
Notes to the Financial Statements
 
20 - 45


 
DIGITAL GAMING CORPORATION LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

Introduction
 
The directors present their strategic report for the year ended 31 December 2021. 

Business review
 
The Company is a licensor of intellectual property and is a provider of technology support services. The principal activities of its subsidiary undertakings are the provision of outsourcing services and on-line gambling activities in the United States.
During the year the Group has sold assets and the trade of its iGaming Development Division and interest in Mahi Gaming LLC.
Management remains focused on its ambitious strategy for growth in regulated gaming markets in the United States with an emphasis on operational excellence and customer experience. To improve market reach, the Group continues to obtain State gaming licenses for the Group, directors and key employees. To improve the overall customer experience, further investment continues in expanding customer and operational support teams.
Investment continues to be made in technical infrastructure and personnel in the USA.

Principal risks and uncertainties
 
The Group finances its activities with a combination of borrowings and cash. Inter-group borrowings are used to satisfy short-term cash flow requirements. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the Group's operating activities. The Group does not trade in financial instruments.
The main risks associated with the Group's financial assets and liabilities are interest rate risk and credit risk. The Group's strategy to minimise such risks is to create a profitable and cash generative, therefore self-financing business.
The board reviews and agrees policies for managing each of these risks as shown below. 
Interest rate risk. 
The Group finances its operations through a combination of subsidiary profits, a third party loan and inter group borrowings. At 31 December 2021 $45,975,229 (2020: none) of the Group's borrowings were at fixed rates. The Group’s borrowings were exposed to the risk of increased interest rates in 2020 which was monitored by the Directors and mitigated where possible. As at 31 December 2021 all group borrowings were at fixed rates, mitigating this risk entirely.
Credit risk
The credit risk to the Group represents the risk of non-payment from customers. The Group ensures that the debtor position is regularly monitored and that sufficient resources are focused on credit control and collection activities.  Overall the credit quality of the Group's customers is considered to be good. The Group continues to grow its customer base.
Capital Management
The primary objective of the Group's capital management is to ensure that net indebtedness and capital balances are managed appropriately in order to support the business and maximise shareholder value. Cash forecasts are prepared and reviewed on a regular basis.

Page 1

 
DIGITAL GAMING CORPORATION LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

Financial key performance indicators
 
Total revenues of $13.3m for the year (2020: $23.4m) were in line with expectations.The reduction in total revenues has been driven by the disposal of a division in March 2021 and the level of revenue generated from two new divisions as expected was comparatively low given their relative infancy.
As mentioned above the group disposed of a division (discontinued operations) during the year which generated a profit on disposal of $49m. 
Management continued to invest in improving and streamlining processes across the business. The Group returned a profit, after tax, of $6.7m, for the year (2020: $29.3m).
The Group had net cash outflow of $1.5m (2020: net cash inflow $4m) during the year to 31 December 2021. 
The Group had negative net assets of $11.4m as at December 2021 (2020: negative $18.0m).
The Group's key financial and other performance indicators during the year were as follows:

Group Turnover:

2021
$000's
% to 
Revenue
2020
$000's
% to 
Revenue
Revenues derived from iGaming
Software sales 
Other

6,000
3,900
3,362

45
29
26

-
23,353
5

-
99
1





Turnover
13,262
100
23,358
100











2021
$000's
% to Revenue
2020
$000's
% to Revenue
EBITDA (before exceptional)
(37,884)
-
5,306
23
Net profit for the period
6,701
51
29,322
126

Other key performance indicators
 
The number of B2C access States (subject to legislation) were as follows:


2021
2020
Number of US States
9
1

The group continues to apply for and obtain licensure in additional States as and when the board deems appropriate.

Future developments

The Group will continue to focus on growing into existing and new markets by investment in operational excellence and technology.
As discussed further in note 2.3, the company is in negotiations to be acquired by it's main brand partner.

Page 2

 
DIGITAL GAMING CORPORATION LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


This report was approved by the board on 30 September 2022 and signed on its behalf.



................................................
C E Bernitz
Director

Page 3

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for the year ended 31 December 2021.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

PRINCIPAL ACTIVITY

The principal activity of the Company is a licensor of intellectual property and is a technology support services provider. The principal activities of its subsidiary undertakings are the provision of outsourcing services and on-line gambling activities in the United States.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to $6,700,819 (2020 - $29,322,382).

DIRECTORS

The directors who served during the year were:

C E Bernitz 
K Bernitz 
A J Felman 

FUTURE DEVELOPMENTS

The future developments of the Group are discussed in the Strategic Report and note 2.3.

RISKS AND UNCERTAINTIES

The principal risks and uncertainties associated with the Group are discussed in the Strategic Report.

Page 4

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.



AUDITORS

The auditorsBDO LLP, Statutory Auditorwere appointed in the year and will be proposed for reappointment in the next annual general meeting.

This report was approved by the board on 30 September 2022 and signed on its behalf.
 





................................................
C E Bernitz
Director

Page 5

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED
 

OPINION


We have audited the financial statements of Digital Gaming Corporation Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2021 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Company Balance Sheets, Consolidated and Company Statements of Changes in Equity, Consolidated Statement of Cash Flows and the associated 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2021 and of the Group's profit for the year then ended;
the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 
Independence
We are independent of the Group and the Parent Company 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 


Page 6

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED (CONTINUED)


MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.3 to the financial statements, which indicates that the ability of the Group and Parent Company to continue as a going concern is subject to a material uncertainty in relation to additional funding.


The directors state in note 2.3 to the financial statements that, having considered and approved both a base and stress case scenario covering a period at least twelve months following the date of this report, the Group and Parent Company will be able to meet their day-to-day trading obligations for that period. However, both scenarios are predicated on obtaining further funding to meet a working capital shortfall projected to arise in the middle of 2023. The directors are confident that the funding will be secured through either a) the acquisition of the group by its brand partner (the progress of which is at an advanced stage) or b) the extension its existing loan facility with their banking partners. Whilst the former option is the most likely scenario for the Group, and the requirement for further funding falls due in the middle of 2023, at the date of this report the Directors have nevertheless commenced formal discussions with the Group’s banking partner to extend the existing facility .  


As stated in note 2.3, and notwithstanding the confidence of the directors that any capital requirements will be met without significant difficulty, this indicates that a material uncertainty exists that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 7

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED (CONTINUED)


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors’ Report the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 8

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED (CONTINUED)


AUDITORS' 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.


Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by understanding where there was a susceptibility of fraud;
• We obtained an understanding of the procedures and controls that the Group has established to address risks identified, or that otherwise prevent, deter and detect fraud. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk;
• We tested manual journal entries, including those to revenue, focusing on journal entries containing characteristics of audit interest; and
• We tested and challenged the key estimates and judgements made by management in preparing the financial statements for indications of bias or management override when presenting the results and financial position of the Group’s.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.



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 Auditors' 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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


Page 9

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL GAMING CORPORATION LIMITED (CONTINUED)





David Perry FCA (Senior Statutory Auditor)
  
for and on behalf of
BDO LLP, Statutory Auditor
 
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)
  
London

30 September 2022
Page 10

 
DIGITAL GAMING CORPORATION LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2021
2021
2021
2020
2020
2020
Note
$
$
$
$
$
$

  

Turnover
 4 
9,362,661
3,900,000
13,262,661
2,358,010
21,000,000
23,358,010

Cost of sales
  
(5,321,672)
(104,945)
(5,426,617)
(41,168)
(4,121,072)
(4,162,240)

Gross profit
  
4,040,989
3,795,055
7,836,044
2,316,842
16,878,928
19,195,770

Administrative expenses
  
(47,275,997)
(3,008,477)
(50,284,474)
(9,920,249)
(4,476,571)
(14,396,820)

Exceptional income
 13 
-
49,048,515
49,048,515
23,922,680
-
23,922,680

Other operating income
 5 
282,448
1,527,777
1,810,225
(23,851,555)
23,922,680
71,125

Operating profit
 6 
(42,952,560)
51,362,870
8,410,310
(7,532,282)
36,325,037
28,792,755

Interest receivable and similar income
 10 
247
-
247
258
-
258

Interest payable and similar expenses
 11 
(213,025)
-
(213,025)
(150,234)
-
(150,234)

Profit before taxation
  
(43,165,338)
51,362,870
8,197,532
(7,682,258)
36,325,037
28,642,779

Tax on profit
 12 
10,796,761
(12,293,474)
(1,496,713)
1,841,282
(1,161,679)
679,603

Profit for the financial year
  
(32,368,577)
39,069,396
6,700,819
(5,840,976)
35,163,358
29,322,382

  

Other comprehensive income
  
(84,542)
(263,187)

Other comprehensive loss for the year
  
(84,542)
(263,187)

  

Total comprehensive income for the year
  
6,616,277
29,059,195

  

Page 11

 
DIGITAL GAMING CORPORATION LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021

The notes on pages 20 to 45 form part of these financial statements.

Page 12

 
DIGITAL GAMING CORPORATION LIMITED
REGISTERED NUMBER: 08761407

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2021

2021
2020
Note
$
$

Fixed assets
  

Intangible assets
 14 
29,582,556
17,707,071

Tangible assets
 15 
1,202,045
1,422,382

  
30,784,601
19,129,453

Current assets
  

Debtors
 17 
17,560,096
9,029,688

Cash at bank and in hand
 18 
4,297,669
5,930,071

  
21,857,765
14,959,759

Creditors: amounts falling due within one year
 19 
(18,265,591)
(51,398,814)

Net current assets/(liabilities)
  
 
 
3,592,174
 
 
(36,439,055)

Total assets less current liabilities
  
34,376,775
(17,309,602)

Creditors: amounts falling due after more than one year
 20 
(45,777,312)
(707,212)

Net liabilities
  
(11,400,537)
(18,016,814)


Capital and reserves
  

Called up share capital 
 23 
159
159

Foreign exchange reserve
 24 
(247,151)
(162,609)

Profit and loss account
 24 
(11,153,545)
(17,854,364)

Equity attributable to owners of the parent Company
  
(11,400,537)
(18,016,814)

  
(11,400,537)
(18,016,814)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2022.




................................................
C E Bernitz
Director

The notes on pages 20 to 45 form part of these financial statements.

Page 13

 
DIGITAL GAMING CORPORATION LIMITED
REGISTERED NUMBER: 08761407

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2021

2021
2020
Note
$
$

Fixed assets
  

Intangible assets
 14 
1,670,247
805,985

Tangible assets
 15 
94,480
20,907

Investments
 16 
46,163,363
40,283,937

  
47,928,090
41,110,829

Current assets
  

Debtors
 17 
381,095
1,260,353

Cash at bank and in hand
 18 
259,974
247,462

  
641,069
1,507,815

Creditors: amounts falling due within one year
 19 
(1,074,336)
(49,320,892)

Net current liabilities
  
 
 
(433,267)
 
 
(47,813,077)

Total assets less current liabilities
  
47,494,823
(6,702,248)

  

Creditors: amounts falling due after more than one year
 20 
(45,777,312)
(200,000)

  

Net assets/(liabilities)
  
1,717,511
(6,902,248)


Capital and reserves
  

Called up share capital 
 23 
159
159

Foreign exchange reserve
 24 
(284,473)
(162,609)

Profit and loss account
 24 
2,001,825
(6,739,798)

  
1,717,511
(6,902,248)


The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was $8,741,623 (2020: $769,683).
 
Page 14

 
DIGITAL GAMING CORPORATION LIMITED
REGISTERED NUMBER: 08761407
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2021

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2022.



................................................
C E Bernitz
Director

The notes on pages 20 to 45 form part of these financial statements.

Page 15

 
DIGITAL GAMING CORPORATION LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

$
$
$
$
$

At 1 January 2021
159
(162,609)
(17,854,364)
(18,016,814)
(18,016,814)


Comprehensive income for the year

Profit for the year
-
-
6,700,819
6,700,819
6,700,819

Movement on foreign exchange
-
(84,542)
-
(84,542)
(84,542)
Total comprehensive income for the year
-
(84,542)
6,700,819
6,616,277
6,616,277


At 31 December 2021
159
(247,151)
(11,153,545)
(11,400,537)
(11,400,537)



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020


Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

$
$
$
$
$

At 1 January 2020
159
100,578
(47,176,746)
(47,076,009)
(47,076,009)


Comprehensive income for the year

Profit for the year
-
-
29,322,382
29,322,382
29,322,382

Movement on foreign exchange
-
(263,187)
-
(263,187)
(263,187)
Total comprehensive income for the year
-
(263,187)
29,322,382
29,059,195
29,059,195


At 31 December 2020
159
(162,609)
(17,854,364)
(18,016,814)
(18,016,814)


The notes on pages 20 to 45 form part of these financial statements.

Page 16

 
DIGITAL GAMING CORPORATION LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$

At 1 January 2021
159
(162,609)
(6,739,798)
(6,902,248)


Comprehensive income for the year

Profit for the year
-
-
8,741,623
8,741,623

Movement on foreign exchange
-
(121,864)
-
(121,864)
Total comprehensive income for the year
-
(121,864)
8,741,623
8,619,759


At 31 December 2021
159
(284,473)
2,001,825
1,717,511



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$

At 1 January 2020
159
100,578
(7,509,481)
(7,408,744)


Comprehensive income for the year

Profit for the year
-
-
769,683
769,683

Movement on foreign exchange
-
(263,187)
-
(263,187)
Total comprehensive income for the year
-
(263,187)
769,683
506,496


At 31 December 2020
159
(162,609)
(6,739,798)
(6,902,248)


The notes on pages 20 to 45 form part of these financial statements.

Page 17

 
DIGITAL GAMING CORPORATION LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021

2021
2020
$
$

Cash flows from operating activities

Profit for the financial year
6,700,819
29,322,382

Adjustments for:

Amortisation of intangible assets
2,438,110
123,444

Depreciation of tangible assets
315,934
312,617

Loss on disposal of tangible assets
-
668,922

Interest paid
213,025
150,234

Interest received
(247)
(258)

Taxation charge
1,496,713
(679,603)

(Increase) in debtors
(9,673,130)
(1,715,915)

Increase/(decrease) in creditors
16,521,813
(4,365,140)

Corporation tax (paid)
(4,291,473)
(48,254)

Profit on disposal of subsidiary
(49,048,515)
(23,922,680)

Net cash used in operating activities

(35,326,951)
(154,251)


Cash flows from investing activities

Purchase of intangible fixed assets
(14,111,073)
(14,593,995)

Sale of intangible assets
34,808
22,853

Purchase of tangible fixed assets
(683,516)
(291,261)

Sale of tangible fixed assets
33,755
22,099

Interest received
247
258

Net cash on disposal of subsidiary
12,661,682
20,500,000

Purchase of debt on acquisition
(250,000)
-

Net cash (used in) / from investing activities

(2,314,097)
5,659,954

Cash flows from financing activities

Repayment of loans
(5,738,795)
(3,000,000)

Other new loans
45,777,312
1,521,637

Interest paid
(3,946,648)
(189)

Net cash from / used in financing activities
36,091,869
(1,478,552)

Net (decrease) / increase in cash and cash equivalents
(1,549,179)
4,027,151


Cash and cash equivalents at beginning of year
5,930,071
1,921,424

Foreign exchange gains and losses
(83,223)
(18,504)

Cash and cash equivalents at the end of year
4,297,669
5,930,071
Page 18

 
DIGITAL GAMING CORPORATION LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021


2021
2020

$
$



Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,297,669
5,930,071



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2021





At 1 January 2021
Cash flows
Acquisition and disposal of subsidiaries
At 31 December 2021
$

$

$

$

Cash at bank and in hand

5,930,071

(1,632,402)

-

4,297,669

Debt due after 1 year

(507,212)

(45,270,100)

-

(45,777,312)

Debt due within 1 year

(45,832,649)

5,231,583

40,601,066

-


(40,409,790)
(41,670,919)
40,601,066
(41,479,643)

The notes on pages 20 to 45 form part of these financial statements.

Page 19

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.


General information

Digital Gaming Corporation Limited is a private company limited by share capital, incorporated in England and Wales, registration number 08761407. The address of the registered office 14th Floor, 33 Cavendish Square, London, W1G 0PW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

In preparing the separate financial statements of the parent Company, advantage has been taken of the disclosure exemption available in FRS 102 to present a statement of cash flows and related notes.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 20

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.3

Going concern

Accounting standards require that Directors satisfy themselves that it is reasonable for them to conclude whether it is appropriate to prepare financial statements on a going concern basis. In assessing the going concern position of the Digital Gaming Corporation group (“the Group”), the Directors have taken into account the Group’s principal risks and uncertainties, cash flows, solvency and liquidity positions and its borrowings. The Directors have reviewed financial projections to 30 September 2023, and have considered projections for a base case and a stress case. 
Given the global economic uncertainty driven by the Covid-19 pandemic, the conflict in Ukraine and the recent inflationary pressures, and considering the recent guidance issued by the FRC, the Directors have factored into their forecasts the estimated impact of these macroeconomic factors. In addition, they have considered the regulatory factors specific to its operations in the US market and their impact on the Group’s core business.  
The Directors believe that the DGC will continue to develop in its core growth market of the US and as part of their growth strategy. To continue to achieve this the Directors acknowledge the need to continue to invest in their product.
The Group had USD $4.9 million of cash and cash equivalents and USD $3.8 million of net current assets as at 31 December 2021. The Group forecasts its liquidity requirements and, working capital position to maintain of sufficient headroom against it's cash position. 
At the reporting date, outstanding borrowings were USD $46 million, with a further USD $104 million available to draw down on agreed facilities. Since the reporting date, the Group has drawn down on this facility as planned to finance its expansion into key markets. This facility is guaranteed by the Group’s main brand partner, with whom they are also in advanced negotiations to enter an arrangement through which the Group is acquired. 
In the Group’s base case forecast, the Group expects to continue to generate an operating lossfor  for the 12 months ended 30 September 2023 as the Group continues to invest in its core operations in the US. 
The Group’s working capital requirements will be met by existing cash until mid-2023, by which point the Directors expect to have closed on the transaction whereby the Group’s main brand partner acquires it. If this transaction does not complete, then the Directors have every expectation that procuring finance to meet the Group’s working capital and investment needs will be forthcoming – whether through a further guaranteed facility or through other third-party lending. Whilst in a stress case the Group would able to curtail certain controllable cash flows, such as marketing, this would be a short term measure and a cash injection would still be required before the end of the 12 month going concern period of outlook. 
However, in either scenario outlined above the Directors acknowledge that their execution is dependent on a third party and is thus outside of the Group’s control. 
As such, the Directors have concluded that the conditionality of the procurement of financing to meet the mid-2023 requirements represents a material uncertainty which may cast considerable doubt on the Group’s ability to continue as a going concern and to realise its assets and discharge its liabilities in the normal course of business. 
The Board is however confident, noting that negotiations with its main brand partner for its acquisition are at an advanced stage, that there is a reasonable probability of funding being secured, and therefore has a reasonable expectation that the Group will have adequate resources to continue in
Page 21

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.3
Going concern (continued)

operational existence for the period at least twelve months from the date of approval of this report. 
On this basis, the Directors continue to adopt the going concern basis in preparing these accounts. Accordingly, these accounts do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the Group were unable to continue as a going concern.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's and Group's functional and presentational currency is US dollars
The functional currency of the Head Office operations is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Head Office assets and liabilities are translated into the presentational currency at the year end closing rate and income and expenses at the spot exchange rates. The resulting exchange differences are recognised in other comprehensive income.

Page 22

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.5

Turnover

Net Gaming Revenue
Sportsbook or sports betting involves a user wagering money on an outcome or series of outcomes occurring. When a user’s wager wins, the Group pays the user a pre-determined amount known as fixed odds. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each sports wagering opportunity offered to users. Sportsbook revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users.
 
Online casino typically includes digital versions of wagering games available in land-based casinos, such as blackjack, roulette and slot machines. For these offerings, the Group functions similarly to land-based casinos, generating revenue through hold, as users play against the house. Online casino revenue is generated from user wagers net of payouts made on users’ winning wagers and incentives awarded to users.
 
Sportsbook and online gaming create a single performance obligation for the Group to operate contests or games and award prizes or payouts to users based on results. Revenue is recognised at the conclusion of each contest, wager, or wagering game hand. Incentives can be used across online gaming products. Additionally, certain incentives given to customers create material rights and represent separate performance obligations. User incentives in certain cases create liabilities when awarded to players and in those cases are generally recognised as revenue upon redemption.
 
Usage Fees
 
The Group contracts with business customers to provide access to online casino content through its software platform. The Group’s usage fees are generally calculated as a percentage of the wagering revenue generated by the business customer using our software and is recognised in the periods in which those wagering and related activities conclude.
Developed Gaming Software
Prior to the sale of Mahi in 2021, the Group's sales of developed software were evaluated to determine whether the individual components to the software were distinct. Management determined that the sale of software consisted of a single distinct performance obligation. The Group recognised revenue from the sale of developed software upon transfer of control for each performance obligation. 
Turnover from royalties on the Group's Intellectual Property is recognised in the period to which the royalty relates.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 23

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 7 to 15 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 24

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.13

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 25

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.14

Intangible assets

The Group’s intangible assets consist of market access fees, gaming licenses, game development costs, developed software costs, and a collaboration fee. The related amortisation expense is classified as an operating expense in the Consolidated Statement of Comprehensive Income.
Domains
Fees and costs incurred with the acquisition of web domain names are capitalised and amortised using the straight-line method over an estimated useful life.
Market Access Fees
In certain arrangements, the Group enters into agreements to access markets by operating under a business partner’s license in exchange for upfront market access and collaborative fees. These fees are capitalised and amortised over the shorter of their expected benefit under the partnership agreement or estimated useful life.
Gaming Licenses 
Fees incurred in connection with the application and subsequent renewals in connection with obtaining licenses for online casino gaming and sports betting are capitalised and amortised using the straight-line method over an estimated useful life. 
Game Development Costs
 
The Group developed casino style games and the software and tools to operate them (IP) which are marketed in the United States, subject to obtaining the required regulatory and licensing approvals. The Group capitalises these costs and commences amortisation once the IP is placed in service.
Internal Use Software
Software that is developed or obtained for internal use.
Qualifying costs incurred to develop internal-use software are capitalised in accordance with section 18.8H of FRS 102 when the Group can demonstrate all of the following:
(a) The technical feasibility of completing the intangible asset so that it will be available for use or   sale.
 
(b) Its intention to complete the intangible asset and use or sell it. 
 
(c) Its ability to use or sell the intangible asset. 
 
(d) How the intangible asset will generate probable future economic benefits. Among other     things, the entity can demonstrate the existence of a market for the output of the intangible     asset or the intangible asset itself or, if it is to be used internally, the usefulness of the     intangible asset. 
 
(e) The availability of adequate technical, financial and other resources to complete the      development and to use or sell the intangible asset. 
 
 
Page 26

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.14
Intangible assets (continued)

(f) Its ability to measure reliably the expenditure attributable to the intangible asset during its       development.
 
Capitalisation of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internal use software is amortised using the straight-line method over an estimated useful life. All other expenditures, including those incurred in order to maintain an intangible asset’s current level of performance, are expensed as incurred.
Collaboration Fee
 
Fees incurred in connection with obtaining the right to access certain markets as and when those markets legislate for online casino gaming and/or sports betting. Fees are capitalised and amortised using the straight-line method over an estimated useful life once DGC has entered the market.
Intangible fixed assets consist of costs of the internal development of online slot games and the software tools to operate them, costs to acquire the rights to software along with capitalised patent and trademark costs as well as other intangible assets, which are stated at cost less amortisation. Amortisation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives.

 The estimated useful lives range as follows:

Computer Software
-
5 - 15 years
Trademarks
-
10 - 20 years
Other intangible fixed assets
-
10 - 15 years

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
15 years
Fixtures, fittings and computer equipment
-
3 to 7 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 27

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are    measured initially at fair value, net of transaction costs, and are measured subsequently at     amortised cost using the effective interest method, less any impairment.
 Receivables for user deposits not yet received are stated at the amount the Group expects to    collect from a payment processor, which includes an impairment if appropriate. These receivables   arise, primarily, due to process timing between when a user deposits and when the Group receives   that deposit from the payment processor. Receivables also arise due to the securitisation policies of  certain payment processors. 
 Accounts receivable are customer obligations due under normal trade terms for the industry and    are stated at amounts due less an allowance for doubtful accounts. The Group performs ongoing    credit evaluations of its customers and does not require collateral. The Group maintains an     allowance for doubtful accounts on receivables for estimated losses resulting from the inability of its  customers to make required payments. The allowance is estimated based on the level of past-due   amounts and information known about specific customers with respect to their ability to make    payments. When management determines that it is probable that an account will not be collected, it  is charged against the allowance for doubtful accounts.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Group records liabilities for user account balances. User account balances consist of user deposits, converted promo and cash user winnings less user withdrawals, tax withholdings and user losses. Cash reserved for users and receivables reserved for users equal or exceed the Group’s liabilities to users at all times.

 
2.20

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

The Company records liabilities for user account balances. User account balances consist of user
Page 28

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)


2.20
Financial instruments (continued)

deposits, converted promo and cash user winnings less user withdrawals, tax withholdings and user losses. Cash reserved for users and receivables reserved for users equal or exceed the Company’s liabilities to users at all times.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The group makes estimates and assumptions concerning the future. Actual results may differ from these estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Significant Judgments around Revenue Arrangements
Identifying performance obligations: Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct, (i.e., the customer can benefit from the goods either on its own or together with other resources that are readily available), and are distinct in the context of the contract (i.e., it is separately identifiable from other goods or services in the contract). To the extent a contract includes multiple promises,management must apply judgment to determine whether those promises are separate and distinct performance obligations. If these criteria are not met, the promises are accounted for as a combined performance obligation.
Determining the transaction price: The transaction price is determined based on the consideration that the Company will be entitled to receive in exchange for transferring our goods and services to the customer. Determining the transaction price often requires significant judgment, based on an assessment of contractual terms and business practices.
Allocating the transaction price: Allocating the transaction price requires that management determines an estimate of the relative stand-alone selling price for each distinct performance obligation. Determining the relative stand-alone selling price is inherently subjective. The results of management’s analysis resulted in a specific percentage of the transaction price being allocated to each performance obligation on a per-unit basis to the total contract value.
Determining the Estimated Offering Period: This provision is not applicable, as the Company is obligated to deliver a fixed number of games, and the revenues are recognised at a point in time (upon digital delivery of product).
Significant Judgments around Intangible Fixed Assets
The carrying value of the intangible fixed assets includes judgments relating to the costs incurred in
Page 29

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

3.Judgments in applying accounting policies (continued)

developing the asset and the possible requirement to impair the assets. The costs are based on records maintained by the group of the time spent by employees on each project. The requirement to impair the assets is based upon management judgments of the expected success of the product and the resulting associated future benefits.  


4.


Turnover

An analysis of turnover by class of business is as follows:


2021
2020
$
$

Sales
13,262,661
23,352,968

Royalties receivable
-
5,042

13,262,661
23,358,010


Analysis of turnover by country of destination:

2021
2020
$
$

United Kingdom
1,644,667
105,042

USA
6,000,145
21,222,232

South Africa
1,717,849
2,030,736

Malta
3,900,000
-

13,262,661
23,358,010



5.


Other operating income

2021
2020
$
$

Other operating income
1,510,826
71,125

Sundry income
299,399
-

1,810,225
71,125


Page 30

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

6.


Operating profit

The operating profit is stated after charging / (crediting) :

2021
2020
$
$

Exchange differences
(45,437)
(6,219)

Depreciation
315,934
362,001

Amortisation
2,438,110
123,444


7.


Auditors' remuneration

2021
2020
$
$


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
85,768
27,263


Fees payable to the Group's auditor and its associates in respect of:


All other services
-
14,750

Page 31

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$


Wages and salaries
12,744,822
5,791,752
4,379,215
1,970,756

Social security costs
874,684
830,279
473,690
217,447

Cost of defined contribution scheme
328,910
132,408
328,910
130,008

13,948,416
6,754,439
5,181,815
2,318,211


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2021
        2020
        2021
        2020
            No.
            No.
            No.
            No.









Director
5
5
3
2



Executives
3
4
2
-



Management
4
2
4
2



Finance
7
4
1
2



Admin
8
9
1
1



Operations
104
111
25
7



Compliance
6
-
-
-

137
135
36
14


9.


Directors' remuneration

2021
2020
$
$

Directors' emoluments
703,853
440,197

Company contributions to defined contribution pension schemes
12,882
3,773


During the year retirement benefits were accruing to 1 director (2020 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of $343,846 (2020 - $249,125).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $NIL (2020 - $NIL).

Page 32

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

10.


Interest receivable

2021
2020
$
$


Other interest receivable
247
258


11.


Interest payable and similar expenses

2021
2020
$
$


Other loan interest payable
213,025
150,234

213,025
150,234


12.


Taxation


2021
2020
$
$


Foreign tax


Foreign tax on income for the year
477,652
337,018

Total current tax
477,652
337,018

Deferred tax


Origination and reversal of timing differences
1,019,061
(1,016,621)

Total deferred tax
1,019,061
(1,016,621)


Taxation on profit/(loss) on ordinary activities
1,496,713
(679,603)

Factors affecting tax charge for the year

There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of  19% (2020 - 19%).



Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 33

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

13.


Exceptional items

2021
2020
$
$


Profit on disposal of fixed asset investments
49,048,515
23,922,680

Exceptional income is the profit generated on the sale of assets and trade as discussed in the Strategic Report (2020: disposal of subsidiary undertaking).

Page 34

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

14.


Intangible assets

Group





Trademarks
Computer software
Other intangible assets
Total

$
$
$
$



Cost


At 1 January 2021
273,473
7,106,243
11,125,000
18,504,716


Additions
583,000
5,159,521
8,618,552
14,361,073


Disposals
(35,456)
(14,354)
-
(49,810)



At 31 December 2021

821,017
12,251,410
19,743,552
32,815,979



Amortisation


At 1 January 2021
17,272
780,373
-
797,645


Charge for the year on owned assets
9,317
1,549,902
878,891
2,438,110


On disposals
(2,332)
-
-
(2,332)



At 31 December 2021

24,257
2,330,275
878,891
3,233,423



Net book value



At 31 December 2021
796,760
9,921,135
18,864,661
29,582,556



At 31 December 2020
256,201
6,325,870
11,125,000
17,707,071

Other intangible assets relate to fees for contractual arrangements with regard to licensing, market access and collaboration fees. The fees will be amortised over the period of the arrangement from the date of commencement.



Page 35

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
           14.Intangible assets (continued)

Company




Trademarks
Computer software
Total

$
$
$



Cost


At 1 January 2021
273,473
1,250,000
1,523,473


Additions
583,000
390,000
973,000


Disposals
(35,456)
-
(35,456)



At 31 December 2021

821,017
1,640,000
2,461,017



Amortisation


At 1 January 2021
17,272
700,216
717,488


Charge for the year
9,317
64,613
73,930


On disposals
(648)
-
(648)



At 31 December 2021

25,941
764,829
790,770



Net book value



At 31 December 2021
795,076
875,171
1,670,247



At 31 December 2020
256,201
549,784
805,985

Page 36

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

15.


Tangible fixed assets

Group






Long-term leasehold property
Fixtures, fittings and computer equipment
Other fixed assets
Total

$
$
$
$



Cost or valuation


At 1 January 2021
248,796
2,396,912
-
2,645,708


Additions
50,339
607,982
25,195
683,516


Disposals
(207,894)
(1,166,133)
-
(1,374,027)



At 31 December 2021

91,241
1,838,761
25,195
1,955,197



Depreciation


At 1 January 2021
78,500
1,144,826
-
1,223,326


Charge for the year on owned assets
6,816
306,787
2,331
315,934


Disposals
(61,312)
(724,796)
-
(786,108)



At 31 December 2021

24,004
726,817
2,331
753,152



Net book value



At 31 December 2021
67,237
1,111,944
22,864
1,202,045



At 31 December 2020
170,296
1,252,086
-
1,422,382

Page 37

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

           15.Tangible fixed assets (continued)


Company






Long-term leasehold property
Fixtures, fittings and computer equipment
Total

$
$
$

Cost or valuation


At 1 January 2021
-
134,608
134,608


Additions
39,354
53,893
93,247



At 31 December 2021

39,354
188,501
227,855



Depreciation


At 1 January 2021
-
113,701
113,701


Charge for the year on owned assets
1,602
18,072
19,674



At 31 December 2021

1,602
131,773
133,375



Net book value



At 31 December 2021
37,752
56,728
94,480



At 31 December 2020
-
20,907
20,907






Page 38

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

16.


Fixed asset investments

Company





Investments in subsidiary companies
Loans to subsidiaries
Total

$
$
$



Cost or valuation


At 1 January 2021
107
40,283,830
40,283,937


Additions
-
46,480,492
46,480,492


Disposals
-
(40,601,066)
(40,601,066)



At 31 December 2021
107
46,163,256
46,163,363





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Digital Gaming Corporation USA
The design and
development of gaming software and other gambling activities
Ordinary
100%
Digital Gaming Corporation South Africa PTY Ltd
Outsource Services
Ordinary
100%
Mahi Gaming LLC
Dormant
Ordinary
100%
CCAG NJ LLC
Software development
Ordinary
100%
DGC IL LLC
Dormant
Ordinary
100%
Digital Gaming Corporation VA LLC
Online sports betting
Ordinary
100%

 Mahi Gaming LLC (a Florida entity) was disposed of in March 2021.
The registered office for Digital Gaming Corporation USA is 1980 Festival Plaza Drive Suite 340, Las Vegas, NV 89135.
The registered office for Digital Gaming Corporation South Africa PTY Ltd is No 1 Waterview Close Waterview Park, Suite 401 and 402 Century City, Cape Town, Western Cape, 7441, South Africa.
The registered office for the other subsidiarys listed above is 245 N.Ocean Blvd, Suite 300, Deerfield Beach, FL 33441, USA.

Page 39

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

17.


Debtors

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Due after more than one year

Other debtors
-
40,583
-
40,583

Due within one year

Trade debtors
1,532,264
4,287,483
-
920,000

Amounts owed by group undertakings
17,264
-
22,955
-

Other debtors
1,068,932
290,286
33,233
21,218

Prepayments and accrued income
11,172,336
3,146,715
76,907
30,552

Tax recoverable
3,525,057
-
-
-

Deferred taxation (note 22)
244,243
1,264,621
248,000
248,000

17,560,096
9,029,688
381,095
1,260,353



18.


Cash and cash equivalents

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Cash at bank and in hand
4,297,669
5,930,071
259,974
247,462


Page 40

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Other loans
-
6,739,425
-
5,725,000

Trade creditors
13,594,905
249,109
83,610
66,334

Amounts owed to group undertakings
1,373,575
-
13,496
-

Corporation tax
-
288,764
-
-

Other taxation and social security
116,261
177,543
116,261
130,493

Other creditors
2,632,742
39,202,247
399,081
39,093,357

Accruals and deferred income
548,108
4,741,726
461,888
4,305,708

18,265,591
51,398,814
1,074,336
49,320,892


During the year the Group executed a loan agreement with the U.S. Small Business Administration (“SBA”) to participate in the Paycheck Protection Program (“PPP”). The Company received $1,521,637 from the SBA in April 2020. The note accrues interest at the rate of 1%. The Company should pay monthly principal and interest payments beginning six months from the date of the Note with the SBA and maturity date in March 2022. In December 2020, the Consolidated Appropriations Act, 2021 enacted the funds received through PPP to be tax deductible. In the period since the balance sheet date, the note and accrued interest have been forgiven.


20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Bank loans
45,777,312
-
45,777,312
-

Other loans
-
507,212
-
-

Accruals and deferred income
-
200,000
-
200,000

45,777,312
707,212
45,777,312
200,000


During the year the Group executed a loan agreement with the U.S. Small Business Administration (SBA) to participate in the Paycheck Protection Program (PPP) under Division A, Title I of the CARES Act, which was enacted in March 2020. The Company received $1,521,637 from the SBA in April 2020. The note accrued interest at the rate of 1%. The Company was to pay monthly principal and interest payments beginning six months from the date of the Note with the SBA and maturity date in March 2022. On August 4, 2021 the SBA waived the outstanding balance in full. This was recognised as Other Operating income in the year.

Page 41

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

21.


Loans



Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Amounts falling due within one year

Other loans
-
6,739,425
-
5,725,000


-
6,739,425
-
5,725,000

Amounts falling due 1-2 years

Other loans
-
507,212
-
-


-
507,212
-
-

Amounts falling due 2-5 years

Bank loans
45,777,312
-
45,777,312
-


45,777,312
7,246,637
45,777,312
5,725,000



22.


Deferred taxation


Group



2021


$






At beginning of year
1,264,621


Charged to profit or loss
(1,019,061)


Foreign Exchange Movement
(1,317)



At end of year
244,243

Page 42

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
 
22.Deferred taxation (continued)

Company


2021


$






At beginning of year
248,000



At end of year
248,000

Group
Group
Company
Company
2021
2020
2021
2020
$
$
$
$

Tax losses carried forward
263,150
1,264,621
248,000
248,000

USA Tax Liability
(18,907)
-
-
-


23.


Share capital

2021
2020
$
$
Authorised, allotted, called up and fully paid



100 (2020 - 100) Ordinary shares of £1.00 each
159
159



24.


Reserves

Foreign exchange reserve

A reserve containing the net exchange differences recognised in other comprehensive income and accumulated in a separate component of equity.

Profit and loss account

The fully distributable reserve containing the balance of retained earnings to carry forward. It is shown as part of shareholders' reserves on the balance sheet.

Page 43

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

25.


Discontinued operations



$


Cash proceeds
9,398,934

Debt assumed
40,601,066

Consideration received
50,000,000

Net assets disposed of:


Fixed assets
(566,834)

Debtors
(147,401)

Cash
(237,252)

 
 
951,487

Profit on disposal before tax
49,048,513

The net inflow of cash in respect of the sale of iGaming Development Division and interest in Mahi Gaming LLC is as follows:

$


Cash consideration
9,398,934

Cash transferred on disposal
(237,252)

Net inflow of cash
9,161,682


26.


Commitments under operating leases

At 31 December 2021 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2021
2020
$
$

Not later than 1 year
712,915
653,804

Later than 1 year and not later than 5 years
839,933
892,142

Later than 5 years
962,693
-

2,515,541
1,545,946
In connection with one of the leases, the Group entered into a letter of credit with a financial institution to confirm that the Group has the ability to meet future lease payments established by the lease. The balance on the letter of credit was $Nil at the year end (2020: $50,000).

Page 44

 
DIGITAL GAMING CORPORATION LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

27.


Contingent liability





Online casino gaming and sport betting agreements

The Group has entered into agreements which are dependent upon the Group obtaining proper licensure and operating status. The maximum liability under these agreements at the year end was $75 million due over a period of up to 14 years.


28.


Related party transactions

Group and Company:
At the balance sheet date, a creditor balance of $Nil (2020: $39,093,224) plus accrued interest of $Nil (2020: $3,733,623 ) was due to C.E. Bernitz, a director and shareholder of the Group.
Company:
The Company has taken advantage of the exemption available  in FRS 102, paragraph 33.1A not to disclose transactions entered into between two or more members of a group, as the other party is a wholly owned subsidiary undertaking of the Group to which it is party to the transactions.
The Company has an outstanding loan at the year end of $46,163,256 (2020: $40,283,830) to a subsidiary.
Digital Gaming Corporation Limited has an outstanding creditor at the year end of $37,271 (2020: $41,034) with subsidiary.
Digital Gaming Corporation Limited pays a gross salary of $74,682 (2020: $70,171 ) to a close family member of a director.
Digital Gaming Corporation Limited has an outstanding debor at year-end of $22,955 (2020: $920,000) with subsidiary
Key Management Personnel:
There are no other key management personnel other than the directors.


29.


Ultimate controlling party

The ultimate controlling party is Charles Bernitz due to his shareholding in the company.


30.


Post balance sheet events

In April 2022, the loan facility increased to $150m.

 
Page 45