6-K
Anghami Inc (ANGH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 001-41263
Anghami Inc.
(Exact name of registrant as specified in itscharter)
16th Floor, Al-Khatem Tower, WeWork Hub71Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ☐
Announcement of First Half 2022 Financial Results.
On August 15, 2022, Anghami Inc. (NASDAQ: ANGH) (the “Company” or “Anghami”) issued a press release announcing its first half 2022 financial results, a copy of which is attached hereto as Exhibit 99.1. Attached hereto as Exhibit 99.2 are Anghami’s unaudited condensed consolidated interim financial statements for the six-month periods ended June 30, 2022 and 2021.
EXHIBIT INDEX
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: March 6, 2023 | ANGHAMI INC. | |
|---|---|---|
| By: | /s/ Edgard Maroun | |
| Name: | Edgard Maroun | |
| Title: | Chief Executive Officer |
2
Exhibit99.1
ANGHAMIREPORTS STRONG PRELIMINARY H1 2022 RESULTS WITH 29% Y-O-Y REVENUEGROWTH AND 41% Y-O-Y SUBSCRIBER GROWTH
PRELIMINARYUNAUDITED RESULTS FOR FIRST HALF OF 2022
| ● | Firsthalf 2022 revenue increased 29% year-over-year to $21.1 million |
|---|---|
| ● | ActiveUsers*^1^** increased 46% year-over-year to 19.5 million users* |
| --- | --- |
| ● | MonthlyPaying Subscribers*^2^** increased 41% year-over-year to 1.28 million subscribers* |
| --- | --- |
| ● | Arabicmusic streams now account for close to 60% of total music streams – a 20% year-over-year increase |
| --- | --- |
August15, 2022. Abu Dhabi, United Arab Emirates (UAE) - Anghami Inc. (NASDAQ: ANGH) (the “Company” or “Anghami”), the leading music and entertainment streaming platform in the Middle East and Africa region (“MENA”), reported today its preliminary results for the first half of 2022 ended June 30, 2022.
Total revenue grew 29% year-over-year to $21.1 million. The number of Monthly Paying Subscribers increased by 41% year-over-year. This growth is primarily driven by higher conversion rates of advertising-supported users to paying subscribers as well as an increased number of Active Users which increased by 46% year-over-year to 19.5 million users driving increased advertising and subscription revenue. Anghami experienced $3.5 million adverse foreign currency effects on revenue. Without accounting for these foreign currency effects and by applying constant exchange rates year-over-year, revenue would have increased more than 50% year-over-year.
Arabic content is key to Anghami’s future growth and Anghami has announced several partnerships and initiatives designed to bolster Anghami’s position as a leading provider of digital Arabic content and digital entertainment in MENA.
| ● | On<br>February 24, 2022, Anghami announced an exclusive partnership with Egyptian artist Amr Diab, the global megastar of Arabic music and<br>the most streamed artist on the Anghami platform, with close to 1.2 billion streams. This exclusive partnership brings this legendary<br>singer’s entire audio and video catalog and future releases exclusively to the Anghami platform. |
|---|---|
| ● | On<br> April 6, 2022, Anghami announced, a strategic partnership with Rotana Music, the Arab world’s<br> leading music label and the owner of the largest Arabic repertoire of unique content including<br> music, media, entertainment, events, and content production. |
| --- | --- |
| ● | On<br> June 21, 2022, Anghami announced that it renewed its marketing collaboration with strategic<br> partner with Saudi-based MBC Group (“MBC”), the largest media company in MENA.<br> This strategic partnership will feature Anghami across MBC’s programming in the region,<br> giving Anghami access to airtime across several top entertainment shows such as The Voice and Arab Idol, as well as MBC’s TV channels, radio stations,<br> all of MBC’s major social media channels, and MBC’s Shahid platform, the<br> world’s leading Arabic video streaming platform. |
| --- | --- |
| ● | On<br> July 5, 2022, Anghami announced the acquisition of Spotlight Events, a leading live events<br> company that specializes in creating and managing live events and concerts in MENA. As Anghami<br> continues to develop into one of MENA’s leading digital entertainment platforms, offering<br> the unique Spotlight live events product has accelerated Anghami’s inroads into the<br> MENA entertainment scene. 2022 has the potential to develop into a record year for Spotlight,<br> with a planned pipeline of more than 10 concerts. |
| --- | --- |
| ● | On<br> August 2, 2022, Anghami announced a partnership with WAJEEZ to deliver on the Anghami streaming<br> platform WAJEEZ’s high-quality curated short Arabic content of 15-minute audible book<br> summaries in order to offer more Arabic digital content options to Anghami’s expanding<br> Arabic loyal audience. WAJEEZ is the leading Arabic subscription service for reading and<br> listening to more than 3,500 audio book summaries of Arabic books and translated best-selling<br> international books. |
| --- | --- |
| ^1^ | Active Users are users who used Anghami at least once over<br>a rolling 3-month period. |
| --- | --- |
| ^2^ | Monthly Paying Subscribers (excluding daily subscribers and<br>excluding trials), based on last month of period. |
| --- | --- |
Propelled by Anghami’s strategic investments in Arabic content including Amr Diab’s exclusive content as well as the large Rotana Arabic content repertoire and the WAJEEZ Arabic audible book library, total number of music streams on the Anghami platform reached an all-time high in the first half of 2022, with Arabic music streams now accounting for close to 60% of total music streams - a 20% year-over-year increase.
Eddy Maroun,Co-founder, and Chief Executive Officer of Anghami, said, “The latest first half results should produce a record year for Anghami in 2022. We continue to listen to the needs of our loyal users by expanding our local Arabic content and improving our technology-driven digital streaming platform. These are key drivers that will maintain Anghami’s leadership position in the Arabic music streaming market and that will grow Anghami into one of MENA’s leading digital entertainment platforms.”
F. JacobCherian, Co-Chief Executive Officer of Anghami, commented, “Anghami remains committed to launching more innovative offerings, expanding its global reach and delivering value to customers through best-in-class content and innovative new features. We are confident that this positive development will continue through 2022 as we benefit from our growing partnerships and offerings.”
AboutAnghami Inc.
As the first, and leading music streaming technology platform in the Middle East and North Africa region (“MENA”), Anghami is the go-to destination for Arabic and international music, podcasts, and entertainment. With an extensive ecosystem of music, podcasts, events and more, Anghami provides the tools for anyone to create, curate and share their voice with the world.
Launched in 2012, Anghami was the first music streaming platform to digitize MENA’s music catalog. Today, Anghami has one of the largest music catalogs in MENA comprising 72 million songs and licensed content from leading Arabic labels, international labels, distributors, and independent artists, made available to 98 million registered users.
Anghami has established 46 telco partnerships in MENA to facilitate customer acquisition and subscription payment, in parallel to building long-term relationships with, and featuring music from, major Arabic and international music labels including Rotana Music, Universal Music Group, Sony Music Entertainment, Warner Music Group and the Merlin Network. Anghami is constantly increasing its content library by licensing and producing new and original content.
Headquartered in Abu Dhabi in the UAE, Anghami has offices in Beirut, Dubai, Cairo, and Riyadh and operates in 16 countries across MENA. Anghami recently expanded its service into the US and Canada, with Europe in the pipeline.
To learn more about Anghami, please visit: https://anghami.com
2
CautionaryStatement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Anghami’s actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “start,” “project,” “budget,” “forecast,” “preliminary,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “continue,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside Anghami’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the impact of COVID-19 on Anghami’s business; the outcome of any legal proceedings that may be instituted against Anghami; changes in applicable laws or regulations; and the possibility that Anghami may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties identified in Anghami’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2022, including those under “Risk Factors” therein, and in other documents filed or to be filed with the SEC by Anghami and available at the SEC’s website at www.sec.gov. Anghami cautions that the foregoing list of factors is not exclusive. Anghami cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Anghami does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
PreliminaryUnaudited Results for the First Half of 2022
The selected preliminary unaudited results and key performance indicators included herein are based on the Company’s preliminary estimated results for the first half of 2022 ended June 30, 2022, and are subject to revision based upon the completion of the Company’s first-half 2022 financial closing processes and other developments that may arise prior to the time its financial results are finalized. The information is derived from preliminary reports which are subject to change in connection with the completion of the Company’s normal closing procedures and such changes could be material. However, management believes these preliminary unaudited results and key performance indicators are reasonable. The Company’s preliminary unaudited results and key performance indicators are forward-looking statements based solely on information available to the Company as of the date of this presentation and the Company’s actual results may differ materially from these estimates. You should not place undue reliance on these estimates.
CONTACTS:
InvestorContact:
Questions addressed to Anghami Investor Relations can be sent to [email protected]
3
Exhibit99.2
AnghamiInc.
Condensedinterim consolidated financial statements (unaudited)
For thesix-month periods ended 30 June 2022 and 2021
AnghamiInc.
Condensedinterim consolidated financial statements (unaudited)
For thesix-month periods ended 30 June 2022 and 2021
| Page(s) | |
|---|---|
| Interim Condensed consolidated statement of comprehensive income | 1 |
| Interim Condensed consolidated statements of financial position | 2 |
| Interim Condensed consolidated statements of changes in equity | 3 |
| Interim Condensed consolidated statements of cash flows | 4 |
| Notes to the condensed interim consolidated financial statements | 5-22 |
i
ANGHAMI INC.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six-month periods ended June 30, 2022 and 2021
| 6 months period ended June 30 | |||||||
|---|---|---|---|---|---|---|---|
| Notes | 2022 | 2021 | |||||
| (unaudited) | (unaudited) | ||||||
| Revenue from contracts with customers | 5 | 21,136,429 | 16,350,957 | ||||
| Cost of revenue | 6 | (19,403,888 | ) | (12,326,985 | ) | ||
| Gross profit | 1,732,541 | 4,023,972 | |||||
| Selling and marketing expenses | (6,668,574 | ) | (3,237,386 | ) | |||
| General and administrative expenses | (8,896,090 | ) | (4,680,130 | ) | |||
| Consultancy and professional fees | (1,270,980 | ) | (1,261,592 | ) | |||
| Government Grants | 17 | 2,105,974 | 294,770 | ||||
| Operating loss | (12,997,129 | ) | (4,860,365 | ) | |||
| Finance costs | (887,340 | ) | (1,412,426 | ) | |||
| Finance income | 1,028 | 105,710 | |||||
| Other income | 729,665 | 40,085 | |||||
| Share of loss in a joint venture | 10 | (127,209 | ) | - | |||
| SPAC Merger Cost | (35,896,796 | ) | - | ||||
| Foreign exchange loss, net | (878,464 | ) | (147,075 | ) | |||
| Loss before tax | (50,056,245 | ) | (6,274,072 | ) | |||
| Income tax expense | 7 | (163,470 | ) | (133,812 | ) | ||
| LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | (50,219,715 | ) | (6,407,884 | ) | |||
| Attributable to: | |||||||
| Equity holders of the parent | (50,099,899 | ) | (6,314,776 | ) | |||
| Non-controlling interests | (119,816 | ) | (93,108 | ) | |||
| (50,219,715 | ) | (6,407,884 | ) | ||||
| Basic loss per share attributable to equity holders of the parent | 20 | (1.93 | ) | (76.52 | ) |
All values are in US Dollars.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
1
ANGHAMI INC.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at June 30, 2022 and December 31, 2021
| **** | **** | **** | **** | **** | June 30 | **** | **** | December 31 | **** | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | **** | Notes | **** | **** | 2022 | **** | **** | 2021 | **** | |||
| **** | **** | **** | **** | **** | (unaudited) | **** | **** | (audited) | **** | |||
| **** | **** | **** | **** | **** | **** | **** | ||||||
| ASSETS | **** | **** | ||||||||||
| Non-current assets | **** | **** | ||||||||||
| Property and equipment | **** | 8 | **** | 342,364 | 276,325 | |||||||
| Intangible assets | **** | 9 | **** | 9,627,550 | 2,042,846 | |||||||
| Investment in a Joint Ventures | **** | 10 | **** | 989,340 | 48,142 | |||||||
| Right-of-use assets | **** | **** | **** | 113,179 | 169,769 | |||||||
| **** | **** | **** | 11,072,433 | 2,537,082 | ||||||||
| Current assets | **** | **** | **** | **** | ||||||||
| Trade and other receivables | **** | **** | **** | 12,612,552 | 5,405,547 | |||||||
| Government Grants Receivables | **** | 17 | **** | 1,794,416 | 601,612 | |||||||
| Cash and bank balances | **** | 15 | **** | 2,413,422 | 649,972 | |||||||
| Amount due from related parties | **** | 13 | **** | 771,282 | 1,666,909 | |||||||
| Contract assets | **** | **** | **** | 3,652,694 | 2,164,205 | |||||||
| **** | **** | **** | 21,244,366 | 10,488,245 | ||||||||
| TOTAL ASSETS | **** | **** | **** | 32,316,799 | 13,025,327 | |||||||
| **** | **** | **** | **** | |||||||||
| DEFICIENCY OF ASSETS AND LIABILITIES | **** | **** | **** | **** | ||||||||
| Deficiency of assets | **** | **** | **** | **** | ||||||||
| Share capital | **** | 11 | **** | 11,232 | 8,540 | |||||||
| Share premium | **** | 11 | **** | 114,230,312 | 32,102,426 | |||||||
| Share-based payment reserves | **** | 11 | **** | 3,284,330 | 3,162,544 | |||||||
| Other reserves | **** | **** | **** | (100,774 | ) | (100,774 | ) | |||||
| Accumulated losses | **** | **** | **** | (119,917,287 | ) | (62,015,211 | ) | |||||
| Deficiency of assets attributable to the equity holders of the parent | **** | **** | **** | (2,492,186 | ) | (26,842,475 | ) | |||||
| Non-controlling interest | **** | **** | **** | (1,240,762 | ) | (1,120,946 | ) | |||||
| Total deficiency of assets | **** | **** | **** | (3,732,948 | ) | (27,963,421 | ) | |||||
| Non-current liabilities | **** | **** | **** | **** | ||||||||
| Provision for employees’ end-of-service benefits | **** | **** | **** | 366,369 | 166,013 | |||||||
| Lease liabilities | **** | **** | **** | 128,033 | 135,967 | |||||||
| Government grants | **** | 17 | **** | - | 310,163 | |||||||
| Deferred tax liabilities | **** | **** | **** | 14,627 | 14,625 | |||||||
| **** | **** | **** | 509,029 | 626,768 | ||||||||
| Current liabilities | **** | **** | **** | **** | ||||||||
| Trade and other payables | **** | **** | **** | 25,287,613 | 15,892,129 | |||||||
| Government grants deferred revenues | **** | **** | **** | 500,574 | 81,606 | |||||||
| Contract liabilities | **** | **** | **** | 4,582,915 | 3,150,431 | |||||||
| Loans and borrowings | **** | 14 | **** | - | 18,526,802 | |||||||
| Amount due to related parties | **** | 13 | **** | 1,693,245 | 2,070,847 | |||||||
| Warrant liabilities | **** | **** | **** | 2,935,656 | - | |||||||
| Income tax payable | **** | **** | **** | 486,598 | 518,500 | |||||||
| Bank overdrafts | **** | 15 | **** | 11,439 | 17,432 | |||||||
| Lease liabilities | **** | **** | **** | 42,678 | 104,233 | |||||||
| **** | **** | **** | 35,540,718 | 40,361,980 | ||||||||
| Total liabilities | **** | **** | **** | 36,049,747 | 40,988,748 | |||||||
| TOTAL DEFICIENCY OF ASSETS AND LIABILITIES | **** | **** | **** | 32,316,799 | 13,025,327 |
All values are in US Dollars.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
2
ANGHAMI INC.
Interim condensed consolidated statement of changes in equity
For the six-months period ended June 30, 2022
| Share capital | Share premium | Share-based<br> payment reserves | Other reserves | Accumulated<br> losses | Deficiency<br> of assets<br> attributable<br> to the<br> equity<br> holders of the Parent | Non- controlling interest | Total<br> deficiency<br> of assets | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| At January 1, 2021 | 30,093 | 25,050,823 | 2,361,094 | (269,033 | ) | (44,228,530 | ) | (17,055,553 | ) | (857,320 | ) | (17,912,873 | ) | |||||||||||||||||||
| Share-based payments | - | - | 801,450 | - | - | 801,450 | - | 801,450 | ||||||||||||||||||||||||
| Movement in share capital | (21,889 | ) | - | - | - | - | (21,889 | ) | -- | (21,889 | ) | |||||||||||||||||||||
| Loans converted to equity | 336 | 7,219,862 | - | - | - | 7,220,198 | - | 7,220,198 | ||||||||||||||||||||||||
| Transfer from other reserves during the year | - | (168,259 | ) | - | 168,259 | - | - | - | - | |||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | (17,786,681 | ) | (17,786,681 | ) | (263,626 | ) | (18,050,307 | ) | ||||||||||||||||||||
| At December 31, 2021 (audited)<br>(note 11) | 8,540 | 32,102,426 | 3,162,544 | (100,774 | ) | (62,015,211 | ) | (26,842,475 | ) | (1,120,946 | ) | (27,963,421 | ) | |||||||||||||||||||
| Share-based payments (note 11) | - | - | 121,786 | - | - | 121,786 | - | 121,786 | ||||||||||||||||||||||||
| Merger Transaction (note 11) | - | 75,023,636 | - | - | - | 75,023,636 | - | 75,023,636 | ||||||||||||||||||||||||
| Additional Paid In Capital | - | 7,104,250 | - | - | - | 7,104,250 | - | 7,104,250 | ||||||||||||||||||||||||
| Movement in Retained Earnings | - | - | - | - | (7,802,177 | ) | (7,802,177 | ) | - | (7,802,177 | ) | |||||||||||||||||||||
| Movement in Share Capital | 2,692 | - | - | - | - | 2,692 | - | 2,692 | ||||||||||||||||||||||||
| Total comprehensive loss for the period | - | - | - | - | (50,099,899 | ) | (50,099,899 | ) | (119,816 | ) | (50,219,715 | ) | ||||||||||||||||||||
| At June 30, 2022 (unaudited) | 11,232 | 114,230,312 | 3,284,330 | (100,774 | ) | (119,917,287 | ) | (2,492,186 | ) | (1,240,762 | ) | (3,732,948 | ) |
All values are in US Dollars.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
3
ANGHAMI INC.
Interim condensed consolidated statement of cash flows
For the six-month periods ended June 30, 2022 and 2021
| 6 months period ended June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes | 2022 | 2021 | ||||||
| (unaudited) | (unaudited) | |||||||
| OPERATING ACTIVITIES | ||||||||
| Loss for the period | (50,219,715 | ) | (6,407,884 | ) | ||||
| Adjustments for: | ||||||||
| Depreciation of property and equipment | 67,719 | 82,876 | ||||||
| Depreciation right to use assets | 56,590 | 42,439 | ||||||
| Amortization of intangible assets | 760 | - | ||||||
| Amortization of Direct Cost Intangibles | 448,038 | 366,686 | ||||||
| Fair Value Change – Merger | 35,896,796 | - | ||||||
| Finance costs | 887,340 | 1,412,426 | ||||||
| Finance income | (1,029 | ) | (105,710 | ) | ||||
| Provision for share-based payments | 11 | 121,786 | 765,710 | |||||
| Provision for employees’ end of service benefits | 243,896 | 12,312 | ||||||
| Allowance for net foreign currency losses | 335,987 | 404,339 | ||||||
| Share of loss in joint venture | 127,209 | - | ||||||
| Income taxes | 7 | 163,470 | 133,812 | |||||
| Provisions for estimated credit loss | 2,293 | 135,142 | ||||||
| (11,868,860 | ) | (3,157,852 | ) | |||||
| Working capital changes: | ||||||||
| Trade and other receivables | (7,545,284 | ) | (357,256 | ) | ||||
| Government grants receivables | (1,192,804 | ) | (233,606 | ) | ||||
| Due from related parties | 871,499 | (294,235 | ) | |||||
| Contract Assets | (1,488,490 | ) | (570,991 | ) | ||||
| Trade and other payables | 9,395,484 | 854,410 | ||||||
| Contract liabilities | 1,432,484 | (152,760 | ) | |||||
| Due to related parties | (377,602 | ) | (183,199 | ) | ||||
| Cash used in operations | (10,773,573 | ) | (4,095,489 | ) | ||||
| Receipt of government grant | 108,805 | - | ||||||
| End of service benefits paid | (43,540 | ) | (6,577 | ) | ||||
| Income tax paid | (195,371 | ) | (5,654 | ) | ||||
| Net cash used in operating activities | (10,903,679 | ) | (4,107,720 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | 8 | (133,758 | ) | (63,605 | ) | |||
| Additions to intangible assets | 9 | (8,033,501 | ) | (627,717 | ) | |||
| Investment in Joint Ventures | (1,068,407 | ) | - | |||||
| Net cash used in investing activities | (9,235,666 | ) | (691,322 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Payments of lease liabilities | (93,611 | ) | (68,496 | ) | ||||
| Working Capital loans | (10,788,617 | ) | - | |||||
| Proceeds of merger | 23,437,715 | - | ||||||
| Accumulated loss from merger | 9,802,177 | |||||||
| Finance costs | (449,902 | ) | (39,763 | ) | ||||
| Finance income | 1,028 | 105,710 | ||||||
| Net cash from /(used in) financing activities | 21,908,790 | (2,549 | ) | |||||
| DECREASE IN CASH AND CASH EQUIVALENTS | 1,769,445 | (4,801,591 | ) | |||||
| Cash and cash equivalents at January 1 | 632,539 | 5,608,311 | ||||||
| CASH AND CASH EQUIVALENTS AT JUNE 30 | 15 | 2,401,983 | 806,720 |
All values are in US Dollars.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
4
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
1 CORPORATE INFORMATION
Anghami Inc. (the “Company” or the “Parent”) is a limited liability Company incorporated in the Cayman Islands on March 1^st^, 2021. Anghami Inc. owns and controls multiple music streaming and technology companies in Middle East and North Africa region “MENA”. Anghami’s registered head office is in Ugland House, Grand Cayman, Cayman Islands, P.O. Box 309.
The principal activity of the Company is digital entertainment and online streaming including music, podcasts, music videos, and live events. The Company has a freemium business model whereby premium (paying) users get unlimited access to online streaming content, ads free streaming experience, and unlimited downloads. The ad-supported users do not pay subscription fees and are provided with limited access to on-demand online streaming content without the ability to download content. The Company secures its content via licenses with labels and independent artists.
On February 3, 2022, the Group and Vistas Media Acquisition Company (VMAC, a Special Purpose Acquisition Company (or SPAC) listed on the Nasdaq stock exchange in USA under the ticker VMAC) closed a SPAC Merger transaction (the Transaction). The Transaction is a reverse merger between VMAC and the Company whereby the shareholders of VMAC and the Company became shareholders of Anghami Inc., a Cayman Island entity created upon the consummation of the transaction, and ultimate parent company post-merger. Shareholders of VMAC, the Company along with various private investors have become the shareholders of Anghami Inc. Upon the completion of the Transaction, the Group raised USD 43 million out of which only USD 23.4 million was actually received after deducting transaction fees of USD 9.5 million and USD 10.1 million previously advanced from Shuaa Capital against the Transaction in 2021.
The interim condensed consolidated financial statements of the Company and its subsidiaries (the “Group”) for the period ended June 30, 2022, and June 30, 2021, include the financial statements of the Company and its subsidiaries.
2.1 FUNDAMENTAL ACCOUNTING CONCEPTS
For the six months period ended June 30, 2022, the Group has incurred a loss of USD 50,219,715 (2021: USD 6,407,884) and as at June 30, 2022, the Group has accumulated losses of USD 119,917,287 (December 31, 2021: USD 62,015,211) and negative working capital (i.e., excess of current liabilities over current assets) of USD 14,296,352 (December 31, 2021: USD 29,873,735). In addition to the cash flows to be generated from the Group’s operations, the continuation of the Group’s operations is dependent primarily on the ability to raise funding, and accessibility and availability thereof. The Group’s management acknowledge that there is a risk that the quantum and timing of cash flows may not be achievable in line with the twelve months forecasts from the date of approval of the Group’s consolidated financial statements. These factors represent a material uncertainty that casts substantial doubt upon the Group’s ability to continue as a going concern absent subsequent additional funding.
Based on management’s forecasts, the day-to-day operations and expenditure requirements are anticipated to be funded primarily by both cash generated through the ongoing operations and ability to access additional funding.
The consolidated financial statements have been prepared assuming that the Group will continue as a going concern which is contingent upon the Group’s ability to access additional funding. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Group is unable to continue as a going concern.
Capital management
For the purpose of the Group’s capital management, capital includes issued capital, convertible notes, share premium and all other equity reserves attributable to the equity holders of the Parent. The primary objective of the Group’s capital management is to maximize shareholders’ value.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
5
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
The Group manages its capital structure and make adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Group monitors capital using a gearing ratio, which is ‘net debt’ divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.
| June 30 2022 | December 31 2021 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | (audited) | |||||
| Trade and other payables | 25,287,613 | 15,892,129 | ||||
| Less: Cash and cash equivalents (note 15) | (2,401,983 | ) | (632,540 | ) | ||
| Net debt | 22,885,630 | 15,259,589 | ||||
| Loans and borrowings (note 14) | - | 18,526,802 | ||||
| Deficiency of assets | (2,492,186 | ) | (26,842,475 | ) | ||
| Total capital | (2,492,186 | ) | (8,315,673 | ) | ||
| Capital and net debt | 20,393,444 | 6,943,916 | ||||
| Gearing ratio | 112 | % | 220 | % |
All values are in US Dollars.
The Gearing ratio does not incorporate trade receivables, which are dues from Google, Apple Store, and prime telcos of the MENA region. Trade receivables amounted to USD 6.8 million at June 30, 2022 (2021: USD 4.5 million) which further improves the cash position of the Group. No changes were made in the objectives, policies, or processes for managing capital during the years ended June 30, 2022, and December 31, 2021.
LEBANONOPERATING ENVIRONMENT
On 30 April 2020, the council of ministers approved the Lebanese Government’s Financial Recovery Plan (the Plan). The Plan relies on nine central and interrelated pillars, namely reviewing the peg policy; a comprehensive government debt restructuring; a comprehensive restructuring of the financial system addressing accumulated FX mismatches; and embedded losses and resizing the banking sector. On 10 August 2020, the Lebanese government resigned following the massive explosion at the Beirut Port. As of today, the Plan has not been implemented.
Assets and liabilities in foreign currency and transactions in foreign currency regardless of whether they are onshore or offshore, were reflected in these financial statements at the official exchange rate of 1,507.5 USD/LBP, as published by the Central Bank of Lebanon on a monthly basis. However, several exchange rates have emerged since the last quarter of 2019 that vary significantly among each other and from the official one: parallel exchange markets that are highly volatile, the Platform Rate, estimated exchange rates detailed in the Government’s Financial Recovery Plan, in addition to different exchange rates adopted for commercial transactions purpose in Lebanon.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
6
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
On 10 May 2021, the Central Bank of Lebanon issued Basic Circular 157 setting the framework of exceptional measures for foreign-currency operations. Hence, banks operating in Lebanon must process customers’ FX operations (buy and sell) related to their personal or commercial needs on the electronic platform “Sayrafa”. Transactions with customers encompass purchase and sale of foreign currencies banknotes against LBP, as well as operations from/to foreign currencies external accounts against LBP. The Sayrafa corresponds to a floating system and the Sayrafa average rate and volume of foreign currency operations are published on the website of the Central Bank of Lebanon. Foreign currency operations were executed on the Sayrafa platform at the following exchange rates:
| 2022 | ||||
|---|---|---|---|---|
| Rateas at30 June | Average<br><br> rate for<br><br> the period<br><br> from 1<br><br> January to<br><br> 30 June | |||
| LBP | LBP | |||
| US Dollar | 28,150 | 25,813 |
The Sayrafa platform is not available for the purchase and sale of and “local” foreign currency bank accounts which are subject to unofficial capital controls.
The application of Sayrafa has affect the group’s balance sheet in the following manner:
| Trade and other payables | (154,255 | ) | ||
| Trade and other receivables | (75,084 | ) | ||
| Contract Liabilities | (810,265 | ) | ||
| Contract Assets | (703,588 | ) | ||
| Net effect on balance sheet | **** | (1,743,192 | ) |
All values are in US Dollars.
The application of Sayrafa has affect the group’s statement of profit and loss in the following manner:
| Atofficial rate | At Sayrafa rate | Impact | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues from contracts with customers | 3,731,947 | 241,864 | 3,490,083 | ||||||
| Cost of revenues | (5,849 | ) | (403 | ) | (5,446 | ) | |||
| Selling and distribution expenses | (91,709 | ) | (6,016 | ) | (85,694 | ) | |||
| General and administrative expenses | (1,084,835 | ) | (72,087 | ) | (1,012,747 | ) | |||
| Consultancy and professional fees | (151 | ) | (10 | ) | (141 | ) | |||
| Finance costs | (71,644 | ) | (4,731 | ) | (66,913 | ) | |||
| Other Income | 3,778 | 251 | 3,527 |
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
7
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
3 MAJOR DEVELOPMENTS
Group Structure
On February 3, 2022, we consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated March 3, 2021, by and among the Company, Vistas Media Acquisition Company Inc. (“VMAC”) (which following the Business Combination changed its name to Anghami (DE), Inc.), Anghami, an exempted company incorporated under the laws of the Cayman Islands (“Anghami”), Anghami Vista 1, a Cayman Islands exempted company and wholly-owned subsidiary of the Company, and Anghami Vista 2, a Cayman Islands exempted company and wholly-owned subsidiary of the Company. As a result of the Business Combination, Anghami and VMAC have become wholly owned subsidiaries of the Company. On February 4, 2022, the Company’s ordinary shares commenced trading on the Nasdaq Global Market under the symbol “ANGH” and the Vistas Media Acquisition Company Inc. warrants to purchase Vistas Media Acquisition Company Inc. Class A Common Stock that were converted into warrants to purchase ordinary shares of Anghami commenced trading on the Nasdaq Capital Market under the symbol “ANGHW.”
In January 2022, the Company has fully acquired a live events company “Spotlight” which is the Region’s leading live events firm. The acquisition was made against a mix of cash and shares consideration.
4 BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
4.1 Basis of preparation
The interim condensed consolidated financial statements for the six months period ended June 30, 2022, have been prepared in accordance with IAS 34 Interim Financial Reporting.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual audited consolidated financial statements and the accompanying notes for the year ended December 31, 2021. The results of operations for the six months ended June 30, 2022, are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.
The consolidated financial statements are presented in United States dollar (USD) which is also the functional and presentational currency of the Group and each of its subsidiaries. The consolidated financial statements have been rounded off to the nearest USD, except when otherwise indicated. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognized in the consolidated statement of comprehensive income within foreign exchange loss, net.
4.2 Basis of consolidation
The Group financial statements comprise the financial statements of the Company and its subsidiaries as at June 31. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. Intra-group balances and transactions, including unrealized profits arising from intra-group transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly, or indirectly, to the Parent shareholders.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
8
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
| Ø | Power<br>over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee), |
|---|---|
| Ø | Exposure,<br>or rights, to variable returns from its involvement with the investee, and |
| --- | --- |
| Ø | The<br>ability to use its power over the investee to affect its returns. |
| --- | --- |
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
| Ø | The<br>contractual arrangement with the other vote holders of the investee |
|---|---|
| Ø | Rights<br>arising from other contractual arrangements |
| --- | --- |
| Ø | The<br>Group’s voting rights and potential voting rights |
| --- | --- |
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognizes the related assets (including goodwill), liabilities, non-controlling interests and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.
Details of subsidiaries as at June 30, 2022 and December 31, 2021 were as follows:
| Subsidiaries | % of shareholding 2022 | % of shareholding 2021 | Country of Incorporation | Principal activities | ||||
|---|---|---|---|---|---|---|---|---|
| Anghami Cayman | 100 | % | 100 | % | Cayman | Music streaming | ||
| Anghami Technologies Ltd | 100 | % | 100 | % | UAE | Music streaming | ||
| Anghami Delaware | 100 | % | - | Cayman | Music streaming | |||
| Spotlight | 100 | % | - | UAE | Live event | |||
| Anghami FZ LLC | 100 | % | 100 | % | UAE | Music streaming | ||
| Digimusic SAL Offshore | 94 | % | 94 | % | Lebanon | Music streaming | ||
| Anghami UK | 100 | % | 100 | % | United Kingdom | Music streaming | ||
| Anghami KSA | 100 | % | 100 | % | Saudi Arabia | Music streaming | ||
| Anghami for Digital Content | 100 | % | 100 | % | Egypt | Music streaming |
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
9
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
4.3 New standards, interpretations and amendments adopted by the Group
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2021, except for the adoption of new standards effective as of January 1, 2022. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
4.4 Significant accounting judgements, estimates and assumptions
The preparation of interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements including significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied by the Group in the preparation of the consolidated financial statements as at and for the year ended December 31, 2021, except for the adoption of the following new standards, interpretations and amendments effective as of January 1, 2022. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
| ● | Interest<br>Rate Benchmark Reform: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 |
|---|
This amendment had no impact on the interim condensed consolidated financial statements of the Group.
5 REVENUEFROM CONTRACTS WITH CUSTOMERS
| 6 months period ended June 30 | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (unaudited) | (unaudited) | |||
| Revenue from contracts with customers | ||||
| Revenue from subscriptions | 12,475,683 | 12,631,198 | ||
| Revenue from advertisement ^(1)^ | 7,468,001 | 3,719,759 | ||
| Revenue from Live Event | 1,192,745 | - | ||
| 21,136,429 | 16,350,957 | |||
| Timing of revenue recognition | ||||
| Goods and services transferred at a point in time | 7,468,001 | 3,719,759 | ||
| Goods and services transferred over time ^(2)^ | 13,668,428 | 12,631,198 | ||
| 21,136,429 | 16,350,957 |
All values are in US Dollars.
| (1) | For<br>the six months period ended June 30, 2022 revenue from advertisement include barter transactions amounting to USD 3,745,554 (2021: nil). |
|---|---|
| (2) | The<br>comparative figures in the revenue note, has been reclassified to conform to the current year presentation. Those reclassifications did<br>not have any effect on the previously reported equity or loss of the Company. |
| --- | --- |
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
10
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
6 COSTOF REVENUE
| 6 months period ended June 30 | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (unaudited) | (unaudited) | |||
| Content acquisition and royalty costs | 7,492,803 | 6,365,145 | ||
| Payment processing and agency fees | 3,155,359 | 3,207,371 | ||
| Publishing rights | 1,412,576 | 1,224,784 | ||
| Technology infrastructure costs | 1,608,709 | 1,067,857 | ||
| Amortization of Direct Cost Intangibles | 448,038 | 366,686 | ||
| Online and other costs | 158,425 | 95,142 | ||
| Barter Expenses | 3,745,554 | - | ||
| Live Event Cost | 1,382,424 | - | ||
| 19,403,888 | 12,326,985 |
All values are in US Dollars.
7 INCOME TAX
The major components of income tax expense for the six months period ended June 30, 2022 and 2021 are:
| 6 months period ended June 30 | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (unaudited) | (unaudited) | |||
| Consolidated statement of comprehensive income | **** | |||
| Current income tax: | **** | |||
| Current income tax charge | 163,470 | 133,812 | ||
| Deferred income tax | **** | **** | ||
| Relating to origination and reversal of temporary differences | **** | - | - | |
| Income tax expense reported in the interim condensed consolidated statement of comprehensive income | **** | 163,470 | 133,812 |
All values are in US Dollars.
8 PROPERTYAND EQUIPMENT
During the six months period ended June 30, 2022, the Group acquired assets with a cost of USD 133,758 (2021: USD 164,014); For the period ended June 30, 2022, the Group’s property and equipment have a net book value of USD 342,364 (2021: USD 276,325).
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
11
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
9 INTANGIBLEASSETS
During the six months period ended June 30, 2022, the Group capitalized intellectual property and engineering development for a cost of USD 8,033,501 (2021: USD 1,178,763). For the six months period ended June 30, 2022, the Group’s intangible assets have a net book value of USD 9,627,550 (2021: USD 2,042,846).
10 INVESTMENTIN A JOINT VENTURE
The Company holds 50% interest in Vibe Music Arabia FZ-LLC, a joint arrangement formed with Sony Music Entertainment ME FZ LLC and involved in music distribution, music label and right management and music production, re-production and recordings. Vibe Music Arabia FZ-LLC is legally separated from the entity and the Company has concluded it is a joint venture. Vibe Music Arabia FZ-LLC was legally established / incorporated on September 7, 2021, as a free zone company with limited liability in Dubai Development Authority
The Company’s interest in Vibe Music Arabia FZ-LLC is accounted for using the equity method in the consolidated financial statements. Summarized financial information of the joint venture, based on its IFRS financial statements, and reconciliation with the carrying amount of the investment in the consolidated financial statements are set out below:
| January 1, 2022 (audited) | 48,142 | ||
| Amount transferred | 1,068,407 | ||
| Group’s share of the joint venture’s loss for the year: | (127,209 | ) | |
| Investment at June 30, 2022 | 989,340 |
All values are in US Dollars.
Summarized statement of financial position of Vibe Music Arabia FZ-LLC:
| 2022 | ||
|---|---|---|
| Current assets | 1,236,069 | |
| Current Liabilities | 756,712 |
All values are in US Dollars.
Summarized statement of profit or loss of Vibe Music Arabia FZ-LLC:
| June 30,<br>2022 | |||
|---|---|---|---|
| Cost of revenue | (18,193 | ) | |
| Selling and marketing expenses | (12,850 | ) | |
| General and administrative expenses | (221,552 | ) | |
| Finance cost | (1,558 | ) | |
| Foreign exchange loss, net | (265 | ) | |
| Total comprehensive loss for the year | (254,418 | ) | |
| Company’s share of loss for the period (50%) | (127,209 | ) |
All values are in US Dollars.
Vibe Music Arabia FZ-LLC had no significant contingent liabilities or capital commitments as at 30 June 2022.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
12
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
11 ISSUEDCAPITAL AND RESERVES
SharePremium
| Amount | ||||
|---|---|---|---|---|
| As at January 1, 2022 (audited) | 32,102,426 | |||
| Merger Transaction | 75,023,636 | |||
| Additional Paid in Capital | 7,104,250 | |||
| As at June 30, 2022 (unaudited) | **** | **** | 114,230,312 | **** |
All values are in US Dollars.
Sharebased payment reserves
| Amount | ||
|---|---|---|
| At December 31, 2021 (audited) | 3,162,544 | |
| Share-based payments expense during the period | 121,786 | |
| As at June 30, 2022 (unaudited) | 3,284,330 |
All values are in US Dollars.
Share-basedpayments
The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees (including key management personnel, as part of their remuneration) and service provider. Refer to Note 12 for further details of these plans.
12 SHARE-BASEDPAYMENTS
12.1General employee share-based payment plan (“GESP”)
Shareholders approved the establishment of the plan. General employee share-based payment plan (“GESP”) is designed to provide long-term incentives for key employees in the Group.
Under the GESP, the Group, at its discretion, may grant shares of the parent to employees, once the employee has completed two years or four years of service, depending upon the plan. Vesting of the share options is dependent on the completion of the service period of the employee. The fair value of shares granted is estimated at the date of grant using a revenue multiple approach or by reference to a market transaction.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
13
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
13 AMOUNTDUE FROM/TO RELATED PARTIES
The following table provides the total amount of transactions that have been entered into with related parties during the six months period ended June 30, 2022 and for the year ended December 31, 2021, as well as balances with related parties as at June 30, 2022 and December 31, 2021.
13.1 Relatedparty balances
Duefrom shareholders and related parties:
| June 30 2022 | December 31 <br>2021 | |||
|---|---|---|---|---|
| (unaudited) | (audited) | |||
| (a) Due from shareholders | ||||
| Elie Habib (shareholder) | - | 65,472 | ||
| Vistas Media Acquisition Company | - | 1,000,000 | ||
| - | 1,065,472 | |||
| (b) Due from affiliated companies: | ||||
| Du – UAE | 311,156 | 339,767 | ||
| Mobily – KSA | 460,126 | 261,670 | ||
| 771,282 | 601,437 | |||
| 771,282 | 1,666,909 |
All values are in US Dollars.
Due to shareholders and related parties:
| June 30 2022 | December 31<br> 2021 | |||
|---|---|---|---|---|
| (unaudited) | (audited) | |||
| (a) Due to shareholders | ||||
| Edgard Maroun | 99,180 | 365,847 | ||
| Elie Habib | 19,105 | - | ||
| MEVP Holding SAL | - | 250,000 | ||
| Omar Sukarieh | - | 30,000 | ||
| Choucri Khairallah | - | 75,000 | ||
| 118,285 | 720,847 | |||
| (b)Due to related parties | ||||
| MBC FZ LLC | 1,350,000 | 1,350,000 | ||
| Sponsors | 224,960 | - | ||
| 1,693,245 | 2,070,847 |
All values are in US Dollars.
The above balances are interest free and have no fixed repayment terms.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
14
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
Significant transactions with related parties included in the statement of comprehensive income are as follows:
| 6 months period ended June 30 | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| (unaudited) | (unaudited) | |||
| Marketing expense paid to MBC | - | 150,000 | ||
| Fair value movement on convertible notes (note 14) | - | 453,331 | ||
| Fees<br>paid to Du and Mobily (cost of revenue) | 165,310 | 309,861 |
All values are in US Dollars.
Du and Mobily utilize their network to facilitate subscription payments for the Group’s users.
14 LOANSAND BORROWING
| 2022 | 2021 | |||
|---|---|---|---|---|
| Convertible notes | - | 13,805,436 | ||
| Working capital loans | - | 4,721,366 | ||
| - | 18,526,802 |
All values are in US Dollars.
Convertibleloans
ConvertibleNote 1
During the year 2020, the Group signed a convertible note agreement with MEVP for funds amounting to USD 650,000 maturing on May 31, 2021 and subject to an interest rate of 9% per annum. The note is convertible in the event of an equity injection of USD 10 million or more and/or a cumulative sale of least 25% of the share capital of the Company. In the absence of such equity injection before the maturity the principal and the accrued interest are converted at a discount of 20% to the fair market value. The convertible notes rank ahead of the ordinary shares in the event of a liquidation. MEVP provided an advance of USD 150,000 in 2019 which has been included as part of the convertible note.
On August 31, 2021, Convertible Note 1 has been extended to May 31, 2022, to match with Convertible Note 2 terms.
Upon the consummation of the business combination, the loan was converted into 96,482 shares in Anghami Inc.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
15
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
ConvertibleNote 2
During the year 2020, the Group signed a convertible note agreement and an ancillary conversion undertaking agreement with Alkonost Investment Ltd. for funds amounting to USD 5,000,000 maturing May 2022 is subject to a profit rate of 12% per annum. The note is convertible at the option of the creditor, in the event of an equity injection of USD 15 million or more. In the absence of an equity injection the principal and the accrued profit are converted at a discount of 25% to an agreed upon fair market value. The convertible notes rank ahead of the ordinary shares in the event of a liquidation.
The Convertible Note 2 agreement included certain affirmative covenants, including the delivery of audited consolidated financial statements to the holders. Upon the consummation of the business combination, the loan was converted into 693,332 shares in Anghami Inc.
The table below presents the changes in the convertible notes:
| January<br> 1, 2021 (audited) | 12,735,835 | |||
| Additions<br> – convertible notes | 6,000,000 | |||
| Non-cash<br> changes recognized in consolidated Statement of comprehensive income | ||||
| Changes<br> in fair value | 453,331 | |||
| Interest | 1,836,468 | |||
| Loans<br> converted during the year | (7,220,198 | ) | ||
| December<br> 31, 2021 (audited) | 13,805,436 | |||
| Non-cash<br> changes recognized in consolidated Statement of comprehensive income | ||||
| Interest | 322,748 | |||
| Loans<br> converted during the year | (14,128,184 | ) | ||
| June<br> 30, 2022 (unaudited) | - |
All values are in US Dollars.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
16
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
The table below presents the classification and maturity of the convertible notes:
| June<br> 30 2022 | December 31<br> 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) | (audited) | |||||||
| Fair<br> value through profit or loss | - | - | ||||||
| Amortized<br> cost | - | 13,805,436 | ||||||
| - | 13,805,436 | |||||||
| Current | - | 13,805,436 | ||||||
| Non-current | - | - | ||||||
| - | 13,805,436 |
All values are in US Dollars.
Workingcapital loans
WorkingCapital Loan 1
The Company has entered into a working capital loan on July 1, 2021, and an ancillary conversion undertaking agreement with Shuaa Capital amounting to USD 3,500,000. The working capital loan has three-month grace period after which an annual interest of 12% will be accrued monthly. On February 11, 2023 (the maturity date), the lenders have the option to either demand the repayment of the principal and the accrued interest at maturity.
Upon the consummation of the business combination, the loan was deducted from the funds received along with a fixed fee of USD 390,000.
WorkingCapital Loan 2
The Company has entered into a working capital loan on September 4, 2021, with MEVP amounting to USD 1,000,000. The working capital loan has three-month grace period after which an annual interest of 12% will be accrued monthly. Cash settlement of interest and principal will occur upon the completion of the business combination with VMAC.
On March 3, 2022, this working capital loan has been settled in cash where the entire principle of USD 1,000,000 has been paid along with an interest amount of USD 67,923.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
17
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
The table below presents the changes in the working capital loans:
| At<br> January 1,2021 (audited) | - | |||
| Additions<br> – working capital loans | 4,499,994 | |||
| Interest | 221,372 | |||
| At<br> December 31, 2021 (audited) | 4,721,366 | |||
| Interest | 88,757 | |||
| Payment<br> – working capital loans | (4,810,123 | ) | ||
| At<br> June 30, 2022 (unaudited) | - |
All values are in US Dollars.
15CASH AND CASH EQUIVALENTS
Cash and cash equivalents reflected in the consolidated statement of cash flows comprise the following statement of financial position amounts:
| June<br> 30<br> 2022 | December 31<br> 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) | (audited) | |||||||
| Cash<br> on hand | 31,643 | 193 | ||||||
| Bank<br> balances | 2,381,779 | 649,779 | ||||||
| 2,413,422 | 649,972 | |||||||
| Less:<br> bank overdraft | (11,439 | ) | (17,432 | ) | ||||
| Cash<br> and cash equivalents | 2,401,983 | 632,540 |
All values are in US Dollars.
Bank overdrafts carry an interest rate between 7% and 10%.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
18
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
16 SEGMENTINFORMATION
The Group has three reportable segments: Premium, Ad-Supported, and live events. The Premium service is a paid service in which customers can listen on demand and offline. Revenue for the Premium segment is generated through subscription fees. The Ad-Supported service is free to the user. Revenue for the Ad-Supported segment is primarily generated through the sale of advertising across the Group’s content. Royalty costs are primarily recorded in each segment based on specific rates for each segment agreed to with rights holders. The remaining cost of revenue items that are not specifically associated to either of the segments are allocated based on user activity in each segment. No operating segments have been aggregated to form the reportable segments. Revenue from barter deals is primarily recorded based on the fair value and revenue from live event is recognized when the performance obligation is satisfied.
Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows:
| 6<br> months period ended<br> June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (unaudited) | (unaudited) | |||||||
| Premium<br> segment | ||||||||
| Revenue | 12,475,683 | 12,631,198 | ||||||
| Cost<br> of revenue | (12,091,847 | ) | (10,350,053 | ) | ||||
| Gross<br> profit | 383,836 | 2,281,145 | ||||||
| Ad-Supported<br> segment | ||||||||
| Revenue | 7,468,001 | 3,719,759 | ||||||
| Cost<br> of revenue | (5,929,616 | ) | (1,976,932 | ) | ||||
| Gross<br> profit | 1,538,385 | 1,742,827 | ||||||
| Live<br> events segment | ||||||||
| Revenue | 1,192,745 | - | ||||||
| Cost<br> of revenue | (1,382,425 | ) | - | |||||
| Gross<br> profit | (189,680 | ) | - | |||||
| Consolidated | ||||||||
| Revenue | 21,136,429 | 16,350,957 | ||||||
| Cost<br> of revenue | (19,403,888 | ) | (12,326,985 | ) | ||||
| Gross<br> profit | 1,732,541 | 4,023,972 |
All values are in US Dollars.
For the six months period ended June 30, 2022, revenue from advertisement include barter transactions amounting to USD 3,745,554 (2021: nil)
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
19
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
Selling and marketing, operating expenses, finance income, and finance costs are not allocated to individual segments as these are managed on an overall group basis. The reconciliation between reportable segment gross profit to the Group’s loss before tax is as follows:
| 6<br> months period ended<br> June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (unaudited) | (unaudited) | |||||||
| Segment<br> gross profit | 1,732,541 | 4,023,972 | ||||||
| Selling and marketing expenses | (6,668,574 | ) | (3,237,386 | ) | ||||
| General and administrative<br> expenses | (8,896,090 | ) | (4,680,130 | ) | ||||
| Consultancy and professional<br> fees | (1,270,980 | ) | (1,261,592 | ) | ||||
| Government grants | 2,105,974 | 294,770 | ||||||
| Finance costs | (887,340 | ) | (1,412,426 | ) | ||||
| Finance income | 1,028 | 105,710 | ||||||
| Share of profit in a joint<br> venture | (127,209 | ) | - | |||||
| SPAC Merger Cost | (35,896,796 | ) | - | |||||
| Other income | 729,665 | 40,085 | ||||||
| Foreign<br> exchange loss, net | (878,464 | ) | (147,075 | ) | ||||
| Loss<br> before tax | (50,056,245 | ) | (6,274,072 | ) |
All values are in US Dollars.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
20
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
17 GOVERNMENTGRANTS
| At<br> January 1, 2022 (audited) | - | |||
| Received<br> during the year | (812,132 | ) | ||
| Amount<br> recognized in the statement of profit or loss | 2,105,974 | |||
| At<br> 31 June 30, 2022 (unaudited) | 1,293,842 |
All values are in US Dollars.
| Current assets | 1,794,416 | |||
| Non-current liabilities | (500,574 | ) | ||
| Current<br> liabilities | ||||
| 1,293,842 |
All values are in US Dollars.
18 CONTINGENCIESAND COMMITEMENTS
18.1 Contingencies
There exist a few pending legal actions, proceedings, and claims that may be instituted or asserted against the Group. These may include but are not limited to matters arising out of alleged infringement of intellectual property; alleged violations of consumer regulations; employment-related matters; and disputes arising out of supplier and other contractual relationships. As a general matter, the music and other content made available on the Group’s service are licensed to the Group by various third parties. Many of these licenses allow rights holders to audit the Group’s royalty payments, and any such audit could result in disputes over whether the Group has paid the proper royalties. If such a dispute were to occur, the Group could be required to pay additional royalties, and the amounts involved could be material. The Group expenses legal fees as incurred. The Group records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Group’s operations or its financial position, liquidity, or results of operations.
Based on management assessment, currently there are no material cases, claims or proceedings of such quantum which require provision or disclosure as contingent liabilities.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
21
ANGHAMI INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six-months period ended June 30, 2022
18.2 Commitments
The Group is subject to the following minimum guarantee amounts relating to the content on its service and publishing rights, the majority of which relate to minimum royalty payments associated with its license agreements for the use of licensed content and publishing royalties:
| June<br> 30 2022 | December 31<br> 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| (unaudited) | (audited) | |||||||
| Less than one<br> year | 3,427,712 | 5,149,957 | ||||||
| Later<br> than one year but not more than 5 years | 3,604,537 | 1,965,594 |
All values are in US Dollars.
In addition to the minimum guarantees listed above, the Group is subject to various service agreements including a service agreement with Amazon for the use of Amazon servers and cloud.
19FAIR VALUES OF FINANCIAL INSTRUMENTS
Financial instruments comprise financial assets and financial liabilities.
Financial assets consist of cash and cash equivalents, trade receivables, contract assets and amount due from related party. Financial liabilities consist of trade payables, lease liability, overdrafts, convertible notes and amount due to related party.
The fair values of financial instruments are not materially different from their carrying values, other than financial liabilities at fair value through profit or loss which is disclosed in note 14 to the consolidated financial statements.
20NET LOSS PER SHARE
Basic loss per share attributable to equity holders of the parent is based on:
| 6<br> months period ended<br><br> June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| (unaudited) | (unaudited) | |||||||
| Shares outstanding | 26,005,654 | 82,527 |
21 SUBSEQUENTEVENTS
Anghami entered into an agreement with Sela a Saudi public investment fund to launch an innovative entertainment venue named “Anghami Lab” in Riyadh, KSA. The venue which first opened on in November 2022 features a Lounge, Stage and Studio where creators can experiment by co-creating music inspired by both Arabic and international cultures to be performed live in the venue. The resulting music will be made available exclusively on Anghami.
Anghami entered into an agreement with Sela a Saudi public investment fund to launch a pop-up concept branch in Riyadh, KSA of the worldwide restaurant called Clap. Anghami has partnered with Addmind, a group that manages a series of leading restaurants in the middle east region.
In February 2023, Anghami announced that it has engaged Grant Thornton Audit and Accounting Limited (Dubai Branch) as its new independent accountant for fiscal year ended December 31, 2022.
The attached notes 1 to 21 form part of these interim condensed consolidated financial statements.
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