TIDMLVCG
RNS Number : 6374Z
Live Company Group PLC
22 September 2020
22 September 2020
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
UNAUDITED HALF-YEARLY RESULTS FOR THE SIX MONTHSED 30 JUNE
2020
Live Company Group Plc (AIM: LVCG), a leading live events and
entertainment group, announces its unaudited half-yearly results
for the six-month period ended 30 June 2020.
Highlights
In spite of revenues of GBP0.6m for the first three months (Q1
2019: GBP0.7m) the Company recorded only minimal revenues for Q2
GBP0.4m (Q2 2019: GBP1.3m), total revenues for H1 were GBP1.0m (H1
2019: GBP2.0m).
-- Revenues are beginning to return during Q3 with a stronger Q4
expected.
-- Twenty three 2020 events have been postponed to later in 2020
or 2021. Only one 2020 event has been cancelled.
-- New contracts have been signed with Powderham Castle and Da
Vinci Science Centre in Pennsylvania, USA.
-- A new long-term contract has been signed for BRICKOSAURS to
continue at the Holon Toto Arena, Israel from 1 October 2020 to 31
May 2021. BRICKOSAURS is then due to return to a Zoo in Europe
until November 2021 when it is due to travel to Asia for 2022.
-- The Group has secured a multi-year contract with: Frederick
Warne and Co Limited (Penguin Books Limited) to produce a themed
interactive tour around the World of Beatrix Potter - including
Peter Rabbit(TM) .
-- Secured a multi-year contract with the Copyrights Group
Limited to produce an interactive tour
-- for Paddington Bear(TM) .
In order to survive the onset of COVID-19 and to fund a
re-launch of its business, the Group has embarked on fundraising
and cost savings.
Fundraising
The Company has raised GBP0.4m of new equity.
It has also raised the following debt:-
-- GBP0.5m loan from its Chairman;
-- GBP0.25m (CBILS) from NatWest Limited Plc; and
-- GBP1.5m (CBILS) from Close Leasing Limited - replacing
RiverFort's loan and ESA facility, which has been cancelled.
Cost Savings
LVCG took advantage of the UK government's furlough scheme
recently announcing significant cost savings - GBP0.9m of which
have been made permanent and will carry through into 2021 and
beyond. During Q2 all staff earning above the furlough threshold
have taken 50% of their fees and salaries in shares in the company.
The Non-executive Directors have waived their fees during Q2 and
Q3.
Appointments
The Company has announced the following:
-- The appointment of a new NOMAD - Beaumont Cornish;
-- The appointment of Trudy Norris-Grey as Deputy Chairperson
building on her role as an independent Non-executive Director;
and
-- The appointment of Richard Collett as Finance Director (CFO
in due course) and Sarah Dees as COO .
David Ciclitira, Chairman, said:
"It has been an extremely challenging first half of the year for
the Group with COVID-19 halting the majority of our business for
four months. We have successfully raised a combination of debt and
equity over GBP2.5 million, enabling us to survive and re-launch
our touring business. We have also been able to replace our
relationship with RiverFort. We have taken our time to restructure
the cost base of the business, permanently reducing our costs by
GBP0.9m per annum.
"We have successfully maintained the relationships with our key
partners and begun to build new properties for the significant
demand in 2021 and beyond. We have introduced new senior
management, which I expect to assist the Group in its profitable
growth in forthcoming years."
Enquiries:
Live Company Group Plc Tel: 020 7225 2000
Sarah Ullman , Chief Operating Officer
Beaumont Cornish Limited (Nominated Adviser) Tel: 020 7628 3396
Roland Cornish/Rosalind Hill Abrahams
Shard Capital Partners LLP (Broker) Tel: 020 7186 9952
Damon Heath
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
LIVE COMPANY GROUP
Live Company Group plc ("LVCG", the "Company" or the "Group") is
a live events and entertainment Group, founded by David Ciclitira
in December 2017. The Group was admitted to trading on AIM in
December 2017, following the reverse acquisition of Brick Live
Group and Parallel Live Group by LVCG.
The Group is a network of partner-driven fan-based shows using
BRICKLIVE created content worldwide. The Company owns the rights to
BRICKLIVE - an interactive experience built around the creative
ethos of the world's most popular construction toy bricks.
BRICKLIVE, which is fast becoming a leading children's education
and entertainment brand, actively encourages all to learn, build
and play, and provides inspirational events and shows where
like-minded fans can push the boundaries of their creativity.
Bright Bricks is the Group's production centre for building
brick-based models. The Group is an independent producer of
BRICKLIVE and is not associated with the LEGO Group.
Website: www.livecompanygroup.com .
CHAIRMAN'S STATEMENT
The first six months of 2020 can be seen as a game of two halves
for the Group.
In the first quarter pre COVID-19 we were on track to reach our
forecast revenue numbers (since withdrawn) with 18 themed tours in
circulation and three further under construction, and significant
contracted revenue for 2021.
Q2 saw the start of lockdown brought on by the COVID-19 pandemic
which resulted in all zoos, exhibition centres, museums and retail
outlets being temporarily shut down on a global basis. This
presented an extremely challenging time for the Group with minimal
revenue and significant uncertainty. Despite zoos and museums
beginning to open at the end of July, it is still a challenging
time.
Looking forward to Q4 2020, 2021 and 2022, I am cautiously
optimistic. Whilst it is difficult to currently promote interactive
exhibitions, we are witnessing significant interest in our touring
shows. Our customer base has remained extremely loyal and I'm
pleased to say that only one of twenty four events affected has
been cancelled with the remaining twenty three due to take place in
2021. At the time of writing, we currently have eleven events
taking place globally.
When we started 2020, we were in danger of not being able to
provide our partners with assets. Looking forward to 2021 and
beyond, it is clear that we will be faced with a similar
problem.
We have decided therefore to plan for additional builds in the
first half of 2021, enabling us to launch new tours to cope with
the upcoming demand.
Our strategy of maximising year-round asset utilisation by
continuing to build on our relationships in the Southern Hemisphere
has started to come to fruition as we recently announced a new
contract in Israel for BRICKOSAURS to tour from the beginning of
October 2020 to the end of May 2021. This means that BRICKOSAURS is
now sold out until November 2021 with ongoing discussions for it to
tour in Asia throughout 2022. We have also signed contracts in
South Africa with BRICKLIVE OCEAN for December 2020 and are in
advanced conversations with clients in Australia for a potential
touring show at the end of 2021.
BRICKLIVE Touring
Whilst our Zoo division remains core to our strategy for
BRICKLIVE Touring, going forward I believe that we will see
significant interest from indoor venues and outside spaces for our
touring assets. Last year our assets were seen in 71 events.
Looking forward, I expect this number to be surpassed come
2022.
BRICKLIVE IP
In March 2020 we entered into agreements with The Copyrights
Group Limited, to produce a touring interactive experience based on
the Paddington Bear(TM) brand and with Frederick Warne & Co
Limited (an imprint of Penguin Random House) to produce a themed
tour around the iconic World of Beatrix Potter characters including
Peter Rabbit(TM) .
The strategy behind the acquisition of the licensing of these
brands was to promote their usage in shopping centres and malls. As
was seen in late 2019 with the successful introduction of
Nickelodeon's Paw Patrol, and Penguin's Snowman and the Snowdog,
there is no doubt that these smaller touring shows have been and
will be a success. Discussions are under way in the UK and certain
European markets for the introduction of these properties in Q4
2020, and our first contract for Paddington Bear for this Christmas
is further evidence that these will be successful. I predict that
we will witness an extension of this programme globally in 2021 and
beyond.
Corporate
In March 2020 we extended the terms of the two lending
facilities we had with RiverFort Global Opportunities PCC Limited
and YA II and, as a result of the market disruption caused by
COVID-19, the parties agreed to suspend the Equity Sharing
Agreement.
We sourced further funding (GBP0.25m) under the Government's
backed Coronavirus Business Interruption Loan Scheme ('CBILS') from
NatWest Bank Plc.
To provide additional support, I personally loaned GBP0.5m to
the Group.
Post balance sheet
-- We raised GBP0.4m for working capital purposes and I
converted GBP0.2m of my personal loan into shares in the Company -
reducing the interest cost and showing my continued support for and
belief in the Group and its strategy.
-- In August 2020 we announced that we were restructuring our
Group debt - securing a CBILS loan of GBP1.5m from Close Leasing
Limited, thereby enabling the Group to cancel all of our existing
facilities and arrangements with RiverFort and YA II.
-- I was pleased to guarantee the non-government portion of the
CBILS loan of GBP0.3m.
-- The new facility allows us to decrease our cost of debt and
partner with a well-known UK institution.
-- In April 2020 we announced that Trudy-Norris-Grey would
become Non-executive Deputy Chairperson with a core part of her
role being focussed on corporate governance. We also announced that
Richard Collett was appointed as Finance Director and Sarah Dees
joined as Chief Operating Officer.
-- In June 2020 we announced the appointment of a new NOMAD -
Beaumont Cornish.
COVID-19
As a consequence of COVID-19 and the uncertainty it has created
in the geographic markets in which the Group operates and in
accordance with IAS36 we have impaired the value of our investments
and associated goodwill, principally in relation to Brick Live Far
East Limited ('BLFE') and the operations of our joint venture Brick
Live CED (Beijing) Company Limited ('BLB'). Whilst the future of
BLB itself is uncertain I am confident the wider China market will
continue to represent a significant opportunity for the Group.
Cost Savings
The Group took advantage of the UK government's furlough scheme
and recently announcing significant cost savings - GBP0.9m of which
have been made permanent and will carry through into 2021 and
beyond. During Q2 all staff earning above the furlough threshold
have taken 50% of their fees and salaries in shares in the Company.
The NEDs have waived their fees during Q2 and Q3.
Looking forward
It has been an extremely challenging first half of 2020 for the
Group with COVID-19 halting the majority of our business for four
months. While business was on hold, the Group has been able to
streamline the business by successfully raising debt and equity of
over GBP2.5 million, enabling us to survive and re-launch our
touring business. We have taken our time to restructure the cost
base of the business and successfully maintained the relationships
with our key partners and begun to build new properties for the
significant demand in 2021 and beyond. We have introduced new
senior management, which I expect to assist the Group in its
profitable growth in forthcoming years.
I am delighted that the Group and our staff remain strong from
the past challenging months, having learned ways to entertain and
educate safely but with the same level of passion and pride in our
models and offering. The response that we have from the zoos,
museums and other venues that have opened has been extremely
positive as children and adults alike engage globally with our
product.
David Ciclitira
Chairman
21 September 2020
FINANCIAL REVIEW
Revenue and operations
As outlined in the Chairman's Statement the ramifications of
COVID-19, and the various measures taken to contain it, cast a long
shadow over the first six months of 2020. Whilst the Group has
taken steps to lessen the consequence for revenue and
Pre-Exceptional items EBITDA ('PXEBITDA'), details of which are set
out below, we have as previously announced ( RNS Number : 2706N 19
May 2020) withdrawn our financial and operational guidance for the
remainder of 2020 and 2021. As such no comparison is given to
forecast or expectations in these financial statements for the six
months to 30 June 2020 other than to note that for the first three
months of the period the Group was performing in line with or
exceeding expectation.
PXEBITDA
The Group uses PXEBITDA to allow the users of the consolidated
financial statements to gain a clearer understanding of the
underlying performance of the business without the impact of one
off non-recurring costs of an exceptional nature.
Six months to Six months to
C onsolidated 30 June 2020 30 June 2019
GBP'000 GBP'000
Revenue 968.2 1,996.1
Pre-Exceptional items EBITDA (1,007.1) (482.2)
Impairment of investments and goodwill (3,497.3) -
Share option and warrant charge (138.5) -
Other exceptional costs (345.1) (251.4)
Total Exceptional Items (3,980.9) (251.4)
Depreciation and amortisation expense (393.2) (292.5)
Finance costs (27.4) (44.0)
Unrealised forex gain 37.9 -
Taxation - (0.1)
-------------- --------------
Loss after tax (5,370.7) (1,070.2)
Exceptional items
As set out in Note 3 exceptional items includes two non-cash
charges being the impairment of investments and goodwill and the
share option and warrant charge.
Impact of COVID-19
Twenty four events representing total revenue of GBP1.0m have
been affected by COVID-19 restrictions, of these all but one have
subsequently been rearranged for alternative dates in 2020 or 2021.
In response to this, the Directors took the following steps to
lessen the consequence for the Group.
-- Obtained GBP0.5m loan from the Chairman, David Ciclitira;
-- Obtained GBP0.25m unsecured term loan from NatWest with a 12-month repayment holiday;
-- Extended the repayment timetable for the YA II and RiverFort facility;
-- Utilised government schemes to defer tax liabilities;
-- Furloughed employees under the Coronavirus Job Retention Scheme ("CJRS");
-- Agreed with staff earning over the UK Government's CJRS
support threshold, that 25% of their salary in April, 50% in May
and 50% in June would be paid in shares;
-- Completed cost cutting exercise resulting in twenty nine job losses;
-- Agreed to settle liabilities with share-based payments for a
number of contractors and suppliers; and
-- Secured an early surrender of premises used for storage and
consolidated all storage into a single site, saving an additional
GBP40,000 per annum.
Post balance sheet events
On 3 July 2020 the Group completed a GBP0.4m share placing and
conversion of GBP0.2m of the outstanding balance on David
Ciclitira's Loan ( RNS Number : 1520R 26 June 2020 ).
On 14 August 2020 (RNS Number : 2514W 17 August 2020) the Group
entered into a GBP1.5m CBILS borrowing agreement with Close Leasing
Limited, the proceeds from the facility were used to repay the
outstanding YA II and RiverFort borrowing and to terminate the ESA
described in Note 34 to the annual report for the year ended 31
December 2019.
In addition to an early termination fee of GBP0.1m payable by
the Group, Live Company Group EBT Limited purchased 5,726,480
shares previously held by the YA II and RiverFort (representing
6.51%. of the Company's issued share capital) into trust, at a cost
of approximately GBP0.06m.
These payments together with the Group's expected share of the
ESA proceeds (GBP2m at the time of the agreement and included in
non-current receivables in the Groups unaudited consolidated
statement of financial position at 30 June 2020) which following
the termination will no longer be receivable will be considered
part of the consideration for the share purchase at a group level
and will be included in the Group retained earnings in the
consolidated statement of financial position.
As of 21 September 2020, the Group had GBP157,000 of available
cash.
Richard Collett
Finance Director
21 September 2020
Unaudited condensed consolidated income statement for six months to 30 June 2020
Notes 30 June 2020 30 June 2019
GBP'000 GBP'000
Revenue 2 968.2 1,996.1
Cost of sales (811.0) (852.5)
Gross profit 157.2 1,143.6
Administrative expenses
Foreign exchange 28.2 (4.4)
Depreciation and amortisation of
non-financial assets (58.9) (27.4)
Other administrative expenses (1,488.9) (1,886.5)
Total administrative expenses (1,519.6) (1,918.3)
Operating loss before exceptional
items (1,362.4) (774.7)
Exceptional items 3 (3,980.9) (251.4)
Operating loss after exceptional
items (5.343.3) (1,026.1)
Finance costs (27.4) (44.0)
Loss for the period before tax (5,370.7) (1,070.1)
Taxation - (0.1)
Loss for the period (5,370.7) (1,070.2)
Other comprehensive income - -
Total comprehensive income attributable
to the equity holders of the parent
company (5,370.7) (1,070.2)
------------- -------------
Loss per share
Basic and diluted 4 (6.7p) (1.5p)
Unaudited condensed consolidated statement of financial position at 30 June 2020
Notes 30 June 2020 31 December 2019
GBP'000 GBP'000
Property, plant and equipment 6 4,389.5 4,152.1
Intangible assets 7 71.8 76.2
Right of use asset 261.4 292.2
Trade and other receivables 2,000.0 2,000.0
Goodwill 896.1 4,306.6
Share of associate net assets - 86.3
Total non current assets 7,618.8 10,913.4
------------- -----------------
Current assets
Inventories 5,799.4 6,251.6
Trade and other receivables 1,061.5 808.4
Cash and cash equivalents 88.2 97.5
Total current assets 6,949.1 7,157.5
------------- -----------------
Total assets 14,567.9 18,070.9
------------- -----------------
Current liabilities
Borrowings 8 1,536.2 531.8
Trade and other payables 1,912.1 1,616.8
Lease liabilities 57.6 79.1
Deferred income and accruals 1,580.8 946.9
Total current liabilities 5,086.7 3,174.6
------------- -----------------
Net current assets 1,862.4 3,982.9
------------- -----------------
Non current liabilities
Deferred tax 551.1 550.1
Borrowings 208.3 463.0
Lease liability (non current) 218.6 224.0
978.0 1,237.1
------------- -----------------
Total liabilities 6,064.7 4,411.7
------------- -----------------
Net assets 8,503.2 13,659.2
------------- -----------------
Equity
Share capital 9 4,893.7 4,878.2
Share premium 23,696.2 23,480.4
Other reserves (23,695.5) (23,696.5)
Merger reserve 14,066.7 14,066.7
Capital redemption reserve 5,033.9 5,033.9
Option and warrant reserve 356.2 217.8
Retained earnings (15,848.0) (10,321.3)
8,503.2 13,659.2
------------- -----------------
Unaudited condensed consolidated statement of cashflows for the
six months ended 30 June 2020
30 June 2020 30 June 2019
GBP'000 GBP'000
Cash flows from operating activities
Operating loss (1,362.4) (774.7)
Depreciation 357.7 289.6
Amortisation of trademarks 4.7 2.8
Depreciation of right of use assets 30.8 -
Corporation tax paid (20.0) -
Cash flow from exceptional items (345.1) (251.4)
Changes in fair value from bricks
used in product sales (168.1) (58.6)
Decrease in inventories 452.4 47.2
Increase in receivables (242.2) (1,058.5)
Increase in payables 1,182.2 666.4
Cash used in operations (110.0) (1,137.2)
------------- -------------
Cash flow from investing activities
Acquisition of trademarks - (30.5)
Acquisition of property, plant
and equipment (595.0) (746.4)
Net cash used in investing activities (595.0) (776.9)
------------- -------------
Cash flow from financing activities
Issue of equity - 2,112.0
Repayment of lease liabilities (26.9) -
Proceeds from borrowings 750.0 -
Loans repaid - (125.0)
Interest paid (27.4) (44.0)
Share issue costs - (39.0)
Net cash generated from financing
activities 695.7 1,904.0
------------- -------------
Net cash outflow (9.3) (10.1)
------------- -------------
Cash and cash equivalents at beginning
of the period 97.5 119.7
------------- -------------
Net decrease in cash and cash equivalents (9.3) (10.1)
------------- -------------
Cash and cash equivalents at end
of the period 88.2 109.6
------------- -------------
Unaudited condensed consolidated statement of changes in equity
for the six months to 30 June 2020
Ordinary Share Reverse Forex Merger Capital Option Retained Total
share premium acquisition and reserve redemption and earnings
capital reserve other reserve warrant
reserves reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1
January
2019 4,754 18,470 (24,268) 572 14,067 5,034 - (8,002) 10,627
Loss for
the period - - - - - - - (1,070) (1,070)
Changes in
fair value
from
bricks
used in
product
sales - - - - - - - (59) (59)
Shares
issued for
cash 31 1,969 - - - - - - 2,000
Debt to
share
conversion 3 172 - - - - - - 175
Share issue
costs - (102) - - - - - - (102)
As at 30
June 2019 4,788 20,509 (24,268) 572 14,067 5,034 - (9,131) 11,571
--------- ---------- ------------ --------- ---------- ----------- --------- ---------- --------
As at 1 January 2020 4,878 23,480 (24,268) 572 14,067 5,034 218 (10,309) 13,672
Loss for the period - - - - - - - (5,371) (5,371)
Changes in fair value from
bricks used in product sales - - - - - - - (168) (168)
Debt to share conversion 16 216 - - - - - - 232
Warrant charge - - - - - - 27 - 27
Options charge - - - - - - 111 - 111
As at 30 June 2020 4,894 23,696 (24,268) 572 14,067 5,034 356 (15,848) 8,503
------ ------- --------- ---- ------- ------ ---- --------- --------
NOTES TO THE FINANCIAL INFORMATION
1. Basis of preparation
The condensed consolidated interim financial report for the
half-year reporting period ended 30 June 2020 are unaudited and
have been prepared in accordance with Accounting Standard IAS 34
Interim Financial Reporting and the same accounting policies and
methods of computation are followed in the interim financial report
as compared with the most recent annual financial statements. They
do not constitute statutory accounts as defined in section 434 of
the Companies Act 2006. The financial statements for the year ended
31 December 2019 were prepared in accordance with International
Financial Reporting Standards as adopted by the EU. The report of
the auditor on those financial statements was unqualified and did
not draw attention to any matters by way of emphasis of matter.
The interim report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this
report is to be read in conjunction with the annual report for the
year ended 31 December 2019 and any public announcements made by
the Live Company Group Plc during the interim reporting period.
1.1 Going Concern
The Directors have prepared trading and cash flow forecasts for
the Group up to and including the year ending 31 December 2024. The
forecasts incorporate a number of trading assumptions and show that
the Group has sufficient cash to meet its liabilities as they fall
due.
The Directors believe these forecasts to be realistic and they
have considered the impact of the COVID-19 pandemic, and the
measures taken to contain it. However, because the situation
regarding the COVID-19 outbreak and related containment measures is
constantly evolving, there can be no certainty in respect of these
cash flows, as tours and shows may continue to be delayed or
cancelled in the geographical locations in which the Group
operates. However, in the event that further funding is required
the Directors consider that both further debt finance or an equity
fund raise are viable options at the date of signing these
condensed consolidated interim financial statements.
2. Segment Information
The Group has two operating segments, namely: tours, events,
shows, licences and content rental fees; and product and content
sales.
Tours, events, licenses and content
Product and content sales rental fees Plc costs Total
Period ended 30 June 2019 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 402.7 1,593.4 - 1,996.1
Cost of sales (166.8) (685.8) - (852.6)
Administrative expenses* (257.4) (1,018.4) (642.4) (1,918.2)
Finance costs - - (44.0) (44.0)
Exceptional items - - (251.4) (251.4)
Corporation taxation - - (0.1) (0.1)
Segment loss for period (21.5) (110.8) (937.9) (1,070.2)
--------------------------- -------------------------- ------------------------------------- ---------- ----------
PXEBITDA (21.5) 181.4 (642.1) (482.2)
--------------------------- -------------------------- ------------------------------------- ---------- ----------
Period ended 30 June 2020 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 232.8 735.4 - 968.2
Cost of sales (195.0) (616.0) - (811.0)
Administrative expenses* (229.9) (726.1) (563.6) (1,519.6)
Finance costs - - (27.4) (27.4)
Exceptional items - - (3,980.9) (3,980.9)
Segment loss for period (192.1) (606.7) (4,571.9) (5,370.7)
--------------------------- -------------------------- ------------------------------------- ---------- ----------
PXEBITDA (183.2) (244.3) (579.6) (1,007.1)
--------------------------- -------------------------- ------------------------------------- ---------- ----------
* Other Administrative Expenses which are not directly related
to the running of the Plc are allocated to each segment in
proportion to recognised revenue.
The Group uses PXEBITDA as a measure to assess the performance
of the segments. This excludes discontinued operations and the
effects of significant items of expenditure which may have an
impact on the quality of earnings such as restructuring costs,
fundraising costs, legal expenses and impairments when the
impairment is the result of an isolated, non-recurring event.
Interest expenditure is not allocated to segments as this type
of activity is driven by the central treasury function which
manages the cash position of the Group.
3. Exceptional items
30 June 2020 30 June 2019
GBP'000 GBP'000
Share option and warrant charge 138.5 -
Transactional and reorganisational costs 345.1 251.4
Impairment of associate and intangible assets 3,497.3 -
3,980.9 251.4
------------- -------------
Share option and warrant charge
The Group uses the Black-Scholes model to value its share
options and warrants. Certain judgement is required in terms of
selecting the risk-free interest rate and standard deviation rate
used. The charge for the current period is GBP138,462 which may
increase or decrease with changes to these rates.
Transactional and reorganisational costs
Transactional costs relate to various debt and equity raises
completed during the period, including a GBP250,000 CBILS loan from
NatWest Bank Plc. (RNS Number : 4000L 30 April 2020), a GBP500,000
loan facility from David Ciclitira (RNS Number : 6990J 15 April
2020) and the issue of 1,546,866 new Ordinary shares in
satisfaction of GBP231,309 of salary and fees due to employees,
Directors and suppliers. The costs also include reorganisational
costs and changes to the Group's advisors.
An additional GBP400,000 placing (RNS Number : 1520R 26 June
2020), was announced during the period but the shares were not
settled until 3 July 2020.
Impairment of associate and intangible assets
As set out in Note 36 to the annual report for the year ended 31
December 2019 the Directors have considered the carrying value of
goodwill, investments and the share of net assets of associates in
light of the impact of COVID-19, together with the effects of the
measures taken to contain it in the markets in which the Group
operates and have determined the impairment, as described in the
following table, is required.
Brick Live Far East Limited ('BLFE')
Due to the impact of COVID-19 on the live entertainment and
exhibition sector in China the activities of BLFE have been
suspended until further notice, the Directors are uncertain of
future cash flows and determined that the value of the goodwill
should be fully impaired.
Brick Live CED (Beijing) Company Limited ('BLB')
Due to the impact of COVID-19 on the live entertainment and
exhibition sector in China the activities of BLB have been
suspended until further notice, the Directors are uncertain of
future cash flows determined that the share of net assets should be
fully impaired.
Parallel Live Group ('PLG')
The recoverable amount of the PLG division as a cash-generating
unit is determined based on a discounted cash flow calculation
which uses cash flow projections based on financial budgets
approved by the Directors covering a five-year period, and a
discount rate of 9% (2018: 5% per annum). Following the outbreak of
COVID-19, an updated discounted cash flow calculation has been
produced with reduced cash flows expected for 2020 and 2021, this
has the impact of reducing the value of the goodwill by
GBP375k.
Brick Live Group and Bright Bricks Group ('BLG')
The recoverable amount of the Bright Bricks Group goodwill is a
separate but integral part of
the Brick Live Group, enabling it to both produce and sell
brick-based content. The production
of content is projected to continue for the foreseeable future.
Following the outbreak of COVID-19 the Directors are uncertain of
future cashflows and an updated discounted cash flow calculation
has been produced with reduced cash flows expected for 2020 and
2021, this has the impact of reducing the value of the goodwill to
nil.
BLFE BLB PLG BLG Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Group
As at 31/12/2019 2,949.6 86.8 1,271.3 85.7 4,393.4
Impairment (2,949.6) (86.8) (375.2) (85.7) (3,497.3)
As at 30/6/2020 - - 896.1 - 896.1
------------------ ---------- -------- -------- ---------- -----------
Company
As at 31/12/2019 2,949.6 - 1,000.0 13,500.0 17,449.6
Impairment (2,949.6) - (103.9) (8,542.0) (11,595.5)
------------------ ---------- -------- -------- ---------- -----------
As at 30/6/2020 - - 896.1 4,958.0 5,854.1
------------------ ---------- -------- -------- ---------- -----------
4. Earnings per share
The basic loss per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of shares in issue during the period. In calculating the diluted
loss per share, any outstanding share options and warrants are
considered where the impact of these is dilutive.
Six months to 30 June
2020 2019
Loss for the period after tax (GBP'000) (5,370.7) (1,070.2)
Weighted average number of shares in issue (000's) 79,875 68,755
Basic and diluted loss per share* (pence) (6.7p) (1.5p)
* Diluted loss per share in both 2020 and 2019 are the same as
basic loss per share, as the options in issue had no dilutive
effect on continuing operations.
5. Dividends
No dividend was recommended or paid for the period under
review.
6. Property, plant and equipment
Show content Other Total
30 31 December 30 June 31 December 30 31 December
June June
2020 2019 2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- ------------ -------- ------------ -------- ------------
Cost
Cost at start of period 5,015.8 3,801.4 177.7 152.4 5,193.5 3,953.8
Additions for period 583.3 1,238.8 11.6 25.5 594.9 1,264.3
Disposals - (24.4) (14.6) - (14.6) (24.4)
5,599.1 5,015.8 174.7 177.9 5,773.8 5,193.7
-------- ------------ -------- ------------ -------- ------------
Depreciation
Cumulative depreciation at start of period 970.5 388.8 70.7 13.3 1,041.2 402.1
Charge for period 333.9 588.9 23.8 57.8 357.7 646.7
Cumulative depreciation disposal - (7.2) (14.6) - (14.6) (7.2)
1,304.4 970.5 79.9 71.1 1,384.3 1,041.6
-------- ------------ -------- ------------ -------- ------------
Net book value at end of period 4,294.7 4,045.3 94.8 106.8 4,389.5 4,152.1
Net book value at start of period 4,045.3 3,412.6 107.0 139.1 4,152.3 3,551.7
The principal reason for the increase in property, plant and
equipment was the capitalised cost of building new touring assets
for the Group's BRICKLIVE Zoo programme.
7. Intangible assets - trademarks
30 June 2020 31 December 2019
GBP'000 GBP'000
------------- -----------------
Cost
Cost at start of the period 88.1 55.1
Additions for the period - 33.0
------------- -----------------
88.1 88.1
------------- -----------------
Amortisation
Cumulative amortisation at start of the period 11.7 4.8
Charge for the period 4.6 6.9
------------- -----------------
16.3 11.7
------------- -----------------
Net book value at end of the period 71.8 76.4
Net book value at start of the period 76.4 50.3
8. Borrowings
30 June 2020 31 December 2019
GBP'000 GBP'000
------------- -----------------
Loan due within one year 1,536.2 532.0
Loan due after one year 208.3 463.0
------------- -----------------
1,744.5 995.0
------------- -----------------
In addition to its existing facility with YA II PN, Ltd. ("YA
II") and RiverFort Global Opportunities PCC Limited ("RiverFort"),
on which at 30 June 2020 GBP994,500 (31 December 2019: GBP995,000)
was outstanding the Group has entered into two additional borrowing
agreements during the period; a GBP250,000 CBILS loan from NatWest
Bank Plc (RNS Number : 4000L 30 April 2020) and a GBP500,000 loan
facility from David Ciclitira (RNS Number : 6990J 15 April
2020).
As detailed in the Financial Review (Post balance sheet events),
on 14 August 2020 (RNS Number : 2514W 17 August 2020) the Group
entered into a GBP1.5m CBILS borrowing agreement with Close Leasing
Limited, the proceeds from the facility were used to repay the
outstanding YA II and RiverFort borrowing and to terminate the ESA
described in Note 34 to the annual report for the year ended 31
December 2019.
In addition to an early termination fee of GBP0.1m payable by
the Group, Live Company Group EBT Limited purchased 5,726,480
shares previously held by the YA II and RiverFort (representing
6.51%. of the Company's issued share capital) into trust, at a cost
of approximately GBP0.06m.
These payments together with the Group's expected share of the
ESA proceeds (GBP2m at the time of the agreement and included in
non-current receivables in the Groups unaudited consolidated
statement of financial position at 30 June 2020) which following
the termination will no longer be receivable will be considered
part of the consideration for the share purchase at a group level
and will be included in the Group retained earnings in the
consolidated statement of financial position.
9. Issued share capital
During the period 1,546,846 new Ordinary 1p shares were issued
in satisfaction of GBP231,309 of salary and fees due to employees,
Directors and suppliers. An additional GBP400,000 placing (RNS
Number: 1520R 26 June 2020), was announced during the period but
the shares were not settled until 3 July 2020.
Shares Avg. Price per Value Nominal per share Nominal Premium per share Premium
issued share
No. '000 GBP GBP'000 GBP GBP'000 GBP GBP'000
January
2020 117 0.300 35.1 0.010 1.2 0.290 33.9
April 2020 233 0.150 35.0 0.010 2.3 0.140 32.7
May 2020 1,197 0.135 161.6 0.010 12.0 0.125 149.6
1,547 0.150 231.7 0.010 15.5 0.140 216.2
----------- ------------------- -------- ------------------- -------- ------------------- --------
Issued share capital as at 30 June 2020 is comprised as
follows:
No. of shares GBP'000
Ordinary shares of 1p 81,047,285 810.5
Deferred shares of 51.8p 2,047,523 1,060.6
Deferred ordinary shares of 0.5p each 199,831,545 999.0
Deferred B shares of GBP19.60 103,260 2,023.6
4,893.7
------------------------- --------
The deferred shares do not entitle their holders to receive
dividend or other distribution nor do they entitle their holders to
receive notice, attend speak or vote at any General Meeting of the
Group. The rights of deferred shareholders are set out in full in
the financial statements for the year ended 31 December 2019.
10. Related Parties
At 30 June 2020, the following amounts were owed to Directors of
the Group:
Unpaid balances 30 June 31 December 2019
2020
GBP'000 GBP'000
David Ciclitira* - 1.0
Serenella Ciclitira 3.0 -
Ranjit Murugason 10.0 10.0
Bryan Lawrie 3.6 -
Trudy Norris-Grey 15.0 13.3
Simon Horgan** 5.0 180.0
Mark Freebairn 5.0 -
-------- -----------------
41.6 204.3
-------- -----------------
*excluding monies owing (GBP500,000; 30 June 2019: GBPnil) in
accordance with the loan facility disclosed in Note 8 ( RNS Number
: 6990J 15 April 2020).
**includes GBPnil (30 June 2019: GBP166,667) deferred
consideration in respect to the Bright Bricks Ltd.
acquisition settled by the issue of new Ordinary shares ( RNS Number : 4454U 25 November 2019).
Remuneration Six months Six months
30 June 2020 30 June 2019
GBP'000 GBP'000
David Ciclitira 248.4 219.0
Serenella Ciclitira 5.0 10.0
Ranjit Murugason 10.0 70.0
Andrew Smith (resigned 2 September 2019) - 53.0
Bryan Lawrie 60.0 72.0
Trudy Norris-Grey 11.7 10.0
Simon Horgan 5.0 10.0
Mark Freebairn (appointed 1 October 2019) 5.0 -
------------- -------------
345.1 444.0
------------- -------------
David Ciclitira
During the period David Ciclitira provided a GBP500,000 loan to
the Company described in Note 8 and accepted 139,060 new Ordinary
1p shares (RNS Number: 9396L 05 May 2020) in settlement of
GBP27,812 of salary and fees due in relation to his employment and
service contracts with the Group.
Also announced during the period ( RNS Number: 1520R 26 June
2020 ) but not settled until 3 July 2020 David Ciclitira accepted
2,050,000 new Ordinary 1p shares in settlement for GBP205,000 of
the loan facility detailed in note 8.
David Ciclitira injected funds during the period as set out
below:
Six months Six months
30 June 2020 30 June 2019
GBP'000 GBP'000
Loan facility ( RNS Number : 6990J 15 April 2020). 500.0 -
Salary shares (RNS Number: 9396L 05 May 2020) 27.8 -
Purchase of 400,000 Ordinary shares of 1p each - 260.0
527.8 260.0
------------- -------------
David Ciclitira received payments during the period as set out
below:
Six months Six months
30 June 2020 30 June 2019
GBP'000 GBP'000
Business expenses and healthcare costs 6.6 13.9
Rental arrangements (London and Italy) ceased 30 September 2019 (ref: RNS 30 September
2019) - 18.0
Rental arrangements for use of Venturi Formula E Car as described in Note 33 to the 16.8 -
annual
report for the year ended 31 December 2019
Fees and interest in relation to the provision of loan facility described in Note 8 72.0 -
Settlement of certain historic creditors (RNS Number : 6990J 15 April 2020) 29.0 -
Repayment of short-term loans as described in Note 31 to the annual report for the year
ended
31 December 2018 - 126.0
124.4 157.9
------------- -------------
11. Other
Copies of the unaudited half-yearly results have not been sent
to shareholders, however copies are available at
www.livecompanygroup.com or on request from the Company's
Registered Office.
12. Approval of Half-Yearly Financial Statements
The half-yearly financial statements were approved by the Board
on 21 September 2020.
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END
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September 22, 2020 02:00 ET (06:00 GMT)
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