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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Bigblu Broadband Plc | LSE:BBB | London | Ordinary Share | GB00BD5JMP10 | ORD 15P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 34.00 | 33.00 | 35.00 | 34.00 | 34.00 | 34.00 | 14,450 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 31.22M | -3.05M | -0.0522 | -6.51 | 19.91M |
From Apr 2021 to Apr 2024
TIDMBBB
RNS Number : 3512F
Bigblu Broadband PLC
21 March 2022
Bigblu Broadband plc
('BBB', the 'Company' or the 'Group')
Audited final results for the year ended 30 November 2021
Above market expectations and positioned for growth in FY 2022
Bigblu Broadband plc (AIM: BBB.L), a leading provider of alternative super-fast and ultra-fast broadband services, announces its audited results for the year ended 30 November 2021.
The last 18 months have been transformational for the Group following a period of consolidation of the Satellite Market in Europe and further afield. In late 2020, the Company successfully disposed of its UK and European Satellite operations to Eutelsat S.A. ("Eutelsat") and in 2021, the Company disposed of its holding in QCL Holdings Limited (the " Disposal"), the holding company for Quickline Communications Limited ("Quickline"), to global private markets investment firm Northleaf Capital Partners ("Northleaf").
Following the cash from the successful disposals being received by the Company, not only did the Company pay down its outstanding debt in its entirety, but the Board also chose to implement a payment to Shareholders by way of a Return of Capital through a bonus issue of a new class of B Shares "B Share Scheme" which the Company redeemed for cash, in order to return 45 pence per existing ordinary share to shareholders, in the most efficient manner possible, whilst maintaining their pro rata interest in the Company.
BBB now has a robust platform from which to grow the remaining businesses and is well positioned in the satellite, fixed wireless and 5G broadband markets in the territories in which it operates. The Board believes that BBB is firmly on the front foot with a strong balance sheet and remains focused on maximising and delivering shareholder value from each of the Company's remaining businesses; Australasian operations (Skymesh Pty Limited) based in Brisbane and the Nordics operations based in Oslo (Bigblu Norge AS) (the "Continuing Group"). BBB also has a residual interest in Quickline in the form of equity, loan notes and potential deferred cash consideration.
Financial Highlights - Continuing Operations
-- Total revenue increased 15.8% to GBP27.1m (FY20: GBP23.4m) -- Like for like(1) revenue growth on a constant currency basis of 15.3% (FY20: 4.3%) -- Adjusted EBITDA(2) increased 11.1% to GBP4.6m (FY20: LFL(1) GBP4.1m) -- Adjusted PAT(3) improved to GBP2.5m (FY20: GBP1.1m) -- Reported Profit for the period was GBP27.0m including profit on the disposal of Quickline -- Adjusted EPS(4) profit of 4.3p (FY20: profit 1.9p) with Reported EPS of 46.9p (FY20: 16.8p) -- Adjusted Operating cash inflow(5) of GBP5.2m (FY20: Outflow GBP0.4m)
-- Adjusted Free cash inflow(5) of GBP2.1m (FY20: Outflow GBP2.6m) following capital investment of GBP2.2m and before exceptional items of GBP3.9m
-- Net cash(6) was GBP5.2m, after debt repayment in full of GBP8.4m and return of capital of GBP26.1m (FY20: Net cash GBP7.4m with LFL GBP5.2m)
Financial Highlights - Total Operations (Including Quickline)
-- Total revenue for the Group was GBP30.3m (FY20: LFL(1) GBP27.2m) -- Adjusted EBITDA for the Group was GBP5.3m (FY20: LFL(1) GBP4.6m)
Operational Highlights
-- Successful disposal of the Company's shareholding in Quickline to Northleaf, for a consideration of up to GBP48.6m, comprising GBP31.1m cash, up to a maximum GBP10.1m deferred consideration and GBP7.4m rolled equity and loan note investment, representing a return of up to 5.8x the cost of BBB's investment over a three-year period and an initial book gain of GBP25.9m.
-- Total customers as at 30 November - 59k (FY20: 57k).
-- Strong organic growth in customer numbers in Australia offset by continued pressure on customer numbers in the Nordics due to exceptional churn relating to the phased demounting of loss-making sites.
-- SkyMesh has become the clear market leader in Australia having been named Best Satellite NBNCo Provider for three years in a row to 2021.
-- Regional expansion into New Zealand through secured Partnership Agreement with Kacific and first customers installed.
-- Completion of Bigblu Norge's infrastructure upgrade and demounting of unprofitable site program within target timelines and at a lower cost than budgeted.
-- Bigblu Norge has also recently entered into a distribution agreement with Telenor to provide next generation ultrafast broadband via wireless 5G delivering speeds up to 500 Mbps with unlimited data packages and although running six months behind due to equipment shortages, has successfully delivered its first customers in Norway on this service and momentum is building with great customer satisfaction.
Post Period End Highlights
-- Acquisition of customers and assets of Clear Networks (Pty) in Australia
-- BB Norge appointed a new Managing Director Stig Myklebust from the 1 February 2022 to strengthen the management team
(1) Like for like (LFL) revenue treats acquired businesses as if they were owned for the same period across both the current and prior year and adjusts for constant currency and business disposed of in the period are excluded from the calculation.
(2) Adjusted EBITDA is stated before interest, taxation, depreciation, amortisation, share based payments and exceptional items. It also excludes property lease costs which, under IFRS 16, are replaced by depreciation and interest charges.
(3) Adjusted PAT represents adjusted EBITDA less interest, taxation, depreciation, and amortisation.
(4) Adjusted EPS is adjusted PAT divided by the weighted average number of shares over the period.
(5) Adjusted Operating cash flow relates to the amount of cash generated from the Group's operating activities and is calculated as follows: Profit/(Loss) before Tax adjusted for Depreciation, Amortisation, Share Based Payments and adjusting for changes in Working Capital and non-cash items. Adjusted Free cash flow being cash (used)/generated by the Group after investment in capital expenditure, servicing of debt and payment of taxes. Both excludes exceptional items.
(6) Cash / Net debt excludes lease-related liabilities of GBP1.1m of under IFRS 16 (FY20 GBP2.5m).
Financials
Total Group revenues (including Quickline to the date of disposal) for the year to 30 November 2021 were GBP30.3m and adjusted EBITDA for the year was GBP5.3m.
Total Continuing Group revenues for the year to 30 November 2021 were GBP27.1m (FY20: GBP23.4m) . Like for like total Continuing Group revenues for the year to 30 November 2021 on a constant currency basis up 15.3% (FY20: 4.3%) . Total Continuing Group adjusted EBITDA was GBP4.6m (FY20: GBP4.1m). As at 30 November 2021, total customers were 59k.
As at 30 November 2021, the net cash position of the Group was GBP5.2m (FY20 GBP7.4m net cash, LFL GBP5.2m) having used GBP8.4m of the consideration received on the disposal to pay down debt in full and having returned GBP26.1m to shareholders. The Group has also renegotiated a new GBP5m revolving credit facility with Santander, which remains undrawn at the year end.
The Group has a very clear focus to continue to deliver shareholder value. It will seek to further grow its presence in Australia, where it is already the market leader, along with expansion into New Zealand. The focus for the Nordics is to revitalise the customer proposition having undertaken the upgrade and demounting projects in 2021.
Overall, the Group's financial performance has been robust despite the wider impact of the COVID-19 pandemic on the global business environment. The Board is delighted that the Group has been able to service its customers well throughout the pandemic whilst also delivering a strong financial performance.
COVID-19
The business continues to plan a flexible response with regard to the continued concerns of COVID-19. The Group's response is based on following guidance and legislation from the local government and health authorities in the territories in which it operates. Managers have identified those employees who are able to work remotely and will continue to allow employees to practise "social distancing" when they are within Company offices. The external IT team (Kick ICT) are working to allow greater numbers of people to work remotely so that the Company can maintain a full operation if further restrictions are placed on travel or assembly. In all territories, the Group has reinforced messages around the importance of workplace and personal hygiene as the best preventative measure and are advising individuals to follow public health guidance should they develop symptoms or if they have been exposed to confirmed cases.
Outlook
Having repaid bank debt in full and established a net cash positive position, the Group is continuing to generate positive underlying operating cashflows from its Continuing Operations.
The Board is focused on maximising value and returns for shareholders and the combination of balance sheet strength, favourable market dynamics and opportunities available to its business units provides a strong backdrop for delivering enhanced shareholder value.
For further information:
Bigblu Broadband Group PLC www.bbb-plc.com Andrew Walwyn, Chief Executive Officer Tel: +44 (0)20 7220 0500 Frank Waters, Chief Financial Officer finnCap (Nomad and Broker) Tel: +44 (0)20 7220 0500 Marc Milmo / Simon Hicks / Charlie Beeson (Corporate Finance) Tim Redfern / Richard Chambers (ECM)
About Bigblu Broadband plc
Bigblu Broadband plc (AIM: BBB.L), is a leading provider of alternative superfast and ultrafast broadband solutions throughout Australasia and the Nordics. BBB delivers a portfolio of superfast and ultrafast wireless broadband products for consumers and businesses unserved or underserved by fibre.
High levels of recurring revenue, increasing economies of scale and Government stimulation of the alternative broadband market in many countries provide a solid foundation for significant organic growth as demand for alternative ultrafast broadband services increases around the world.
BBB's range of solutions includes satellite, next generation fixed wireless and 4G/5G delivering between 30 Mbps and 150 Mbps for consumers, and up to 1 Gbps for businesses. BBB provides customers a full range of services including hardware supply, installation, pre- and post-sale support, billings and collections, whilst offering appropriate tariffs depending on each end user's requirements.
Importantly, as its core technologies evolve, and more affordable capacity is made available, BBB continues to offer ever-increasing speeds and higher data throughputs to satisfy market demands for broadband and broadband services. BBB's alternative broadband offerings present a customer experience that is similar to that offered by wired broadband and the connection can be shared in the normal way with PCs, tablets and smart phones via a normal wired or wireless router.
CHIEF EXECUTIVE'S REPORT
2021 was another important year for the Group, with the Disposal of the Group's majority interest in Quickline, the UK fixed wireless business, to Northleaf. Following completion in June 2021, BBB's remaining operations consist of our Australasian operations and our Nordics business. The Company also continues to hold a minority interest in Quickline.
In the six years since listing, the Group has successfully executed its strategy of becoming a leading provider of rural broadband solutions, realising shareholder value through the disposals of its UK and European satellite operations and Quickline, and has established a market leading presence in Australasia, via SkyMesh and a strong Nordics presence.
The Directors consider that the Group has created a strong value proposition by combining management experience and core IT systems which enable the Group to control costs, increase margins and average revenues per user (ARPU). The Directors believed that the disposals in 2020 and 2021 not only realised significant value for the Company's shareholders but left the business with a robust platform for growth and an established position across our markets from which to grow and service our customers. At the same time, the Group has focused on reducing costs to align these to the relative size of the business.
The Continuing Group
Following the Disposal, the Continuing Group has two distinct businesses with 59k customer connections and given their respective strengths, each of the business units has potential opportunities to enhance further shareholder value.
A review of Continuing Operations:
Australasia
Our SkyMesh business continues to be the leading Australian satellite broadband service provider. For the year ended 30 November 2021, total revenues from SkyMesh were GBP21.8m, adjusted EBITDA of GBP4.0m and as at 30 November 2021, Skymesh had 50k customers (FY20: 46k). Having been named Best Satellite NBNCo Provider in 2019, 2020 and again in 2021, SkyMesh continues to secure over 50% market share of net new satellite adds under the NBNCo scheme as demand continues to grow for the Sky Muster Plus product. SkyMesh is seeing growth in the business sector subsequent to the release of a new business focused product by NBNCo and this momentum will continue into 2022.
Having assessed the opportunity in this region, we continue to believe that, whilst the organic growth remains highly impressive, this growth could be complemented by certain partnerships or acquisitions that could accelerate the Group's presence into the wider Australasia region. As announced in February 2021, SkyMesh signed an agreement with Kacific to provide services into New Zealand and has signed its first customers in December 2021. In addition, post-period end, the Company completed the acquisition of certain assets and customers from Clear Networks (Pty) Ltd ("Clear"). Clear is an Australian ISP based in Melbourne offering a suite of NBNCo broadband products, as well as a private fixed wireless network primarily serving the greater Melbourne area. This acquisition has helped the Company strengthen its presence in this area as SkyMesh looks to grow its presence across Australia.
Overall, the Board continue to believe that there are excellent growth opportunities for SkyMesh to not only increase its presence in its core market of Australia but also to expand its reach across the Australasian region.
Nordic Region
Our Nordics business, Bigblu Norge, has a large in country footprint and has historically delivered strong EBITDA and Free Cash Flow . However, over recent years the performance of the region has proved a challenge as the Company's offering in the region suffered from high levels of customer churn due, in the Board's opinion to low broadband speeds and increased competition from fibre offerings as well as the loss of customers as the company demounted loss making sites. The challenges experienced in the Nordic region in the period saw a reduction in both revenue and adjusted EBITDA. Total revenue from the Nordics for the year ended 30 November 2021 was GBP4.6m and adjusted EBITDA was GBP1.9m.
As previously announced, in order to address these challenges, the Group focused on upgrading its existing infrastructure including 55 towers so as to be able to offer speeds up to 100Mbps to over 1500 customers whilst also demounting 100 loss making sites. The Board believes that this demounting of loss-making sites will help the region to make great strides in improving its EBITDA. The Company ended the period on 9k customers in the region (FY20: 11k), which includes the loss of 4k customers as a result of the withdrawal of the loss-making demounted sites together with underlying growth of 2k customers.
The Board believes that it now has a clear plan in place to diversify the Company's customer offering in the Nordics and broader routes to market are expected to help drive customer growth. Through a distribution agreement with Telenor, we have started offering our new 5G Fixed Wireless product with speeds up to 500Mbps and unlimited data packages. Due to delays in equipment availability, this 'white-label' initiative is running approximately six months behind schedule and as a result, this new 5G Fixed Wireless product was launched during Q1 2022. The Board believes that this initiative will allow us to complete our strategy of delivering a high-quality broadband experience to all customers wherever they reside: we will deliver true wireless broadband to all end roads and rural areas. In addition, the Company continues to expand its offerings through partnerships and resellers, as well as reaching out to the Finnish and Swedish markets.
More recently, one of our Satellite network partners that has customers in the Ukraine was targeted by a cyber event caused by the terrible situation in Ukraine. This event has impacted c.3k of the Company's Norwegian satellite customers. Progress has been made in the resolution of the cyber event and the Nordic team are in regular dialogue with the network provider on solutions and timescales and also with our customers to ensure that they are supported as far as possible. However, should this not be resolved rapidly, a prolonged period without service may result in increased level of churn from the impacted customers.
Whilst these are near term difficulties to be addressed in the region, overall, the Directors consider that the Group's ability to offer Fixed Wireless Access, satellite and 5G solutions in the Nordics means that there is potentially significant scope to expand its presence and reach in this region and create further shareholder value.
Continuing Operations Performance
Net organic customer growth in 2021, was approximately 6k (excluding the 4k loss of customers in the Nordics following the demounted loss-making sites), resulting in a closing continuing customer base of 59k (FY20 57k).
Total revenue including recurring airtime and other income (equipment sales and installation sales) covering continuing operations for 12 months shows a solid underlying performance of GBP27.1m (FY20: GBP23.4m) with revenue growth of 15.8%.
Revenue in satellite was GBP21.7m, up on prior year by 26% (FY20: GBP17.2m) due in the main to strong customer growth in Australasia. Revenue in fixed wireless was GBP4.6m, down on prior year by 27% (FY20: GBP6.2m) due to the demounting of the loss-making sites which is now complete in the Nordics.
Recurring revenue, defined as revenue generated from the Group's broadband airtime, which is typically linked to contracts at GBP25.6m represented 94% of total revenue (FY20 GBP21.1m represented 89% of total revenue).
Average Revenue Per User ("ARPU") increased 7% year on year to GBP39.30 (FY20: GBP36.65) due in the main to a higher percentage mix of larger packages across the regions. Average customer churn reduced fractionally to 21.3% (FY20: 21.7%).
Adjusted EBITDA for the period was GBP4.6m, showing a solid underlying performance, and representing an adjusted EBITDA margin of 17% compared to GBP4.1m in FY20 on a like for like basis and an adjusted EBITDA margin of 17%. This continues to demonstrate the good progress made in driving the quality of the consumer offering, the margin review work being undertaken and improving cost efficiencies. Importantly, the Group exceeded both its internal and market expectations for its revenue, EBITDA and Cash targets for Continuing Operations, despite the Global challenges posed by COVID-19.
Discontinued operations
Quickline
In December 2020, Quickline won the competitive tender to provide significantly improved broadband speeds to premises across North Yorkshire. This was the fourth tender that Quickline had won under the BDUK Superfast Programme since August 2020 with the four broadband contracts being valued at around GBP30m.
Following an approach, the Group sold its majority holding in Quickline Communications ("Quickline") to global private markets investment firm Northleaf Capital Partners ("Northleaf") during the period. The Disposal valued BBB's shareholding in Quickline at up to GBP48.6 million, representing a return of up to 5.8x the cost of its investment over a three-year period.
The Group received GBP31.1 million in cash on completion, with up to a further GBP10.1 million payable as deferred contingent consideration that is subject to certain performance conditions being met by no later than 31 March 2022, or in certain circumstances, 31 May 2022.
In addition, the Group retained an interest in the new holding company structure, including both equity and loan notes, which was valued at the time of transaction at up to GBP7.4m.
As disclosed when the Disposal was announced, the deferred contingent consideration is dependent on achieving certain roll-out and subsidy milestones. Whilst progress is being made in scaling up the organisation in terms of people and systems, the continued global shortage of microchips affecting the supply of 5G radio equipment means that the milestones required to deliver the maximum amount due for the deferred contingent consideration are unlikely to be met in full, partially reducing the amount payable. The Board continues to work closely with Quickline to maximise the deferred contingent consideration payable to the Group.
Accelerating Technology Evolution
Products
Our fixed wireless business in the Nordics has benefited from significant advances in technology, improving speeds and throughput by the recent investment made by the Group through an upgrading program which is now complete. In addition, the Nordics have entered the 5G market through an agreement with Telenor allowing the Group to promote a 'white-label' offering of self-install wireless broadband, which is a niche product and, although it has run approximately six months behind schedule, will allow the Group to target a far wider customer audience across Norway.
Thanks to our partnerships on Satellite broadband access, we have also been able to stabilise our customer base allowing us to now have a good foundation for the launch of the next generation satellites over the next years.
Across Australasia, SkyMesh expects to be able to offer a fibre like service via Satellite from the sky, with 100 Mbps download speeds, <70 milli-second latency and unlimited data allowances across its key territories over the next couple of years with the launch of significant new satellite capacity. With the acquisition of Clear Networks there will also be an increased focus on the business market and expansion into the fixed wireless market with a view to combining satellite and fixed wireless technologies to offer high quality services to both the residential and business sectors in regional and remote areas.
Marketing
We use a digital-first strategy to both acquire and retain new and existing customers. For customer acquisition, we target in-market prospects based on geography, broadband speed and purchase intent. Channels used vary depending on in-country results, blending Facebook, Google, Bing and lead-generation partners in order to achieve our internal KPI's in terms of cost per lead and cost per activation. We deploy a suite of engaging content from ad copy, through to static display ads and customer testimonial videos. Most important of all is word of mouth or customer referral, hence the importance of looking after our existing customers as clearly demonstrated in our Australasian business.
Continued Government Support
We remain focused on helping governments in our current markets to achieve their targets of delivering ultrafast and gigabit capable broadband connections nationwide. We remain convinced that it will be difficult for governments to meet these challenging targets without the use of alternative technologies such as fixed wireless and satellite broadband. Indeed, many governments have already launched 'intervention schemes'. These are aimed at stimulating the market and educating consumers about the options available to them - given that fixed fibre broadband to the premises is unlikely to become a reality for many customers.
In Australia, SkyMesh commanded a 50% market share of net new adds under the Government funded NBNCo scheme during the last financial year. This performance has continued into Q1 FY22.
Post Balance Sheet Events
We highlight the following post balance sheet events:
SkyMesh, Australia
The Company completed the acquisition of customers and certain business assets from Clear Networks (Pty) Ltd ("Clear") in January 2022. Clear is an Australian ISP based in Melbourne offering a suite of NBNCo broadband products, as well as a private fixed wireless network serving primarily the greater Melbourne area. This acquisition has helped the company strengthen its presence in this area as SkyMesh looks to grow its presence across Australia. Clear has 2.2k customers (3k connections) which were acquire for an initial purchase price of AUS$2.4m (GBP1.3m) with a further maximum earn out potential of up to AUS$0.5m (GBP0.3m). The earn out based on the total contract value of the sales pipeline delivered in the 12 months post completion.
Current Trading
The Group has positioned itself at the forefront of the alternative super-fast and ultrafast broadband industry in its chosen markets. The Group's product portfolio and expanding routes to market mean that it remains one of the largest and most recognised companies in the geographies where we are present.
During the current year to date, the Group has continued to show year on year growth while still benefiting from the strong visibility afforded by the high percentage of recurring revenues. Our Australasian operations are demonstrating robust year on year performance. As noted above, our Nordics business still has a number of headwinds to overcome including the cyber event on one of our Satellite network providers into the Nordic region which is impacting c.3k customers but with the new Management team in Norway we remain positive for the region. We believe we will continue to deliver Group year on year growth.
In the current environment, we continue to monitor potential impacts on the business of COVID-19, in which we continue to support staff and customers during these difficult times.
We develop products and solutions with our network partners that will enable customers to operate as effectively as possible, particularly at a time where increasing numbers of customers are likely to be working from home, whether full time or part time.
The Board believes that the Group has, in its Continuing Operations, valuable assets that have established a meaningful market position in each of their respective territories and the Board therefore believes that it is well positioned to ensure it can continue to focus on maximising and delivering enhanced shareholder value.
Andrew Walwyn
CEO
21 March 2022
FINANCIAL REVIEW
2021 was another significant year for the Group having exceeded both its internal and market expectations for its Revenue, EBITDA and Cash targets for Continuing Operations, despite the Global challenges posed by COVID-19. In addition, the Group repaid all bank debt (GBP8.4m) and returned GBP26.1m to shareholders by way of a bonus issue of a new class of B shares, which the Company redeemed for cash in order to return 45 pence per Ordinary Share to Shareholders.
The focus of the Board now turns to creating additional shareholder value from the Continuing operations being our Australian operations (SkyMesh Pty Limited) and, our Nordics business (Bigblu Norge AS) (together, the "Continuing Group"). In addition, the Company also continues to hold a minority interest in Quickline following its disposal to Northleaf.
The disposal of the Group's majority holding in Quickline to Northleaf, was agreed in April 2021 and completed in June 2021 after Shareholder approval. Northleaf are a global private markets investment firm with US$18 billion in private equity, private credit and infrastructure commitments under management. The consideration due to the Company following the Disposal was total cash of up to GBP41.2m of which GBP31.1m was paid on completion, with a further maximum GBP10.1m deferred contingent consideration that is subject to certain performance conditions being met by 31 March 2022, or in certain circumstances, 31 May 2022; and GBP5.6m being satisfied in shares (GBP2.2m) and Loan Notes (GBP3.4m at an interest rate of 4.5% pa) that were issued to the Group on completion and an additional award of Loan Notes (with an option to convert partially into equity) of up to GBP1.8m subject to the conditions of the deferred contingent consideration also being met.
At the time of the announcement of the Disposal, the Board of the Company made it clear that it would explore means of returning any surplus cash to shareholders within BBB's current financial year. Following completion of the Disposal, and receipt of the initial cash consideration, the Company had outstanding gross debt of GBP8.4m and gross cash of approximately GBP41m.
After due and careful consideration of the investment requirements, and opportunities, of the Group, the Board announced the return of GBP26.1m in aggregate to Shareholders and chose to implement this as a return of capital through a bonus issue of a new class of B shares, which the Company redeemed for cash in order to return 45 pence per Ordinary Share to Shareholders. This transaction return of value was completed in October 2021 following shareholder approval. In addition, the Company repaid the balance of all outstanding debt (GBP8.4m) and secured a new facility with its bank Santander, of GBP5m. As at 30 November 2021, this facility remained undrawn.
Given the strength of the balance sheet, the Board remains focused on delivering further increases in shareholder value from its Continuing Operations through organic growth, with the view of possible acquisitions in the territories we operate in. The financial review will therefore focus primarily on the performance of the Continuing Operations.
Financial Review
Total Like-for-Like results - Including Continuing and Discontinued Operations
Total revenue including recurring airtime and other income (equipment sales and installation sales) covering continuing operations for 12 months and discontinued operations to the date of disposal, was GBP30.3m (FY20: GBP27.2m).
Adjusted EBITDA covering continuing operations for 12 months and discontinued operations to the date of disposal was GBP5.3m (FY20: GBP4.6m), representing an adjusted EBITDA margin of 16.9% (FY20: 23.0%).
Depreciation, excluding 'right of use assets', decreased to GBP2.7m in FY21 from GBP5.6m in FY20 in line with the reduced scale of the continuing operations but reflecting increased investment in the Nordic region.
Amortisation reduced to GBP21k in FY21 from GBP1.6m in FY20 and related to the assets of the discontinued operations. FY20 included an impairment charge of GBP0.2m for our investment in JHCS which was fully integrated into the books and operations of Quickline.
Finance costs were GBP0.9m in FY21 (down GBP6.2m on FY20 (FY20: GBP7.1m), with GBP0.3m (FY20: GBP1.1m) relating to the revolving credit facility (RCF), GBP0.5m relating to the costs associated with the settlement of the GBP8.4m (being the write off of capitalised debt raise costs GBP0.5m on the original GBP30m RCF) debt repayment and GBP0.1m for lease interest (GBP0.1m related to the discontinued business). This reduction from FY20 was due to the repayment of the Company's BGF redemption premium (GBP5.5m) following the refinancing.
Financial Review - Continuing Operations
Key Performance Indicators for Continuing Operations
The Group utilises a number of Key Performance Indicators ('KPI's') to measure performance against our strategy. A description of these KPI's and performance against them for continuing operations is set out below.
Hot Features
Premium
KPI 2021 2020 Description 2021 performance
Represents total gross organic
connections plus acquisitions,
less disposals, less lost
Customer customers (churn) and base
Base 58,832 57,215 management, including demounting. 4.4% increase.
--------- ---------- --------------------------------------- -------------------------
Represents gross organic connections
in the period less lost customers
(churn) in the period. Excludes
Underlying exceptional churn of 4.4k
Customer customers associated with Connections split
Net Organic the demounting program in c.4k Australia
Connections 6,024 6,161 Norway. and c.2k Norway.
--------- ---------- --------------------------------------- -------------------------
Slight decline
in underlying
churn. Underlying
churn rate of
Gross underlying churn defined 28.6% in Australia
as the number of subscribers and 15.2% in Norway
who discontinue their service (39% in Norway
as a percentage of the average Including demounting
total number of subscribers churn). Net churn
within the period and excludes (incl Norwegian
Gross exceptional churn in association demounting was
Underlying with the demounting program 28.1% versus 21.7%
Churn 21.3% 21.7% in Norway. in FY20).
--------- ---------- --------------------------------------- -------------------------
ARPU GBP39.30 GBP36.65 Calculated by dividing total Higher by 7.2%
revenues from all sources due to improved
by the average customer base. product mix and
increased recurring
revenues up 5%
to 94%.
--------- ---------- --------------------------------------- -------------------------
Revenue GBP27.1m GBP23.4m Like for like "LFL" revenue Total Revenue
treat acquired/disposed businesses increased by 15.8%.
as if they were owned for LFL revenues in
the same period across both 2020 were GBP23.4m,
the current and prior year after GBP0.1m
and adjusts for constant currency of currency movements,
and changes in the commercials resulting in a
of the PPP contract and accounting 15.3% increase
treatment for Grants. LFL revenues of
GBP3.5m on a constant
currency basis.
--------- ---------- --------------------------------------- -------------------------
Adjusted GBP4.6m GBP4.1m Earnings before share based LFL EBITDA increase
EBITDA payments, depreciation, intangible of 11.1% driven
amortisation, impairment costs, by organic revenue
acquisition costs, one-off growth. EBITDA
employee related costs, deal Margin % held
related costs and start-up constant at c
costs is the measure of the 17% despite increased
Group's operating performance. marketing spend
It evaluates performance without of GBP0.4m.
factoring in financing decisions,
accounting decisions or tax
environments or provisions
for potential legal costs,
share based payments, acquisition
costs and fund-raising fees.
--------- ---------- --------------------------------------- -------------------------
Adjusted GBP5.2m (GBP0.4m) Adjusted Operating cash flow Adjusted Operating
Operating relates to the amount of cash cash inflow due
Cash Flow generated from the Group's to increased EBITDA,
- Continuing operating activities and is and improvement
Operations calculated as follows: Profit/(Loss) in Working capital.
before Tax adjusted for Depreciation,
Amortisation, Share Based
Payments and adjusting for
changes in Working Capital
and non-cash items.
--------- ---------- --------------------------------------- -------------------------
Adjusted GBP2.1m (GBP2.6m) Cash (used)/generated by the Adjusted Free
Free Cash Group after investment in Cash Flow improved
Flow - capital expenditure and servicing in year following
Continuing debt. improvements in
Operations EBITDA and working
capital. There
was capital expenditure
in the year of
GBP2.2m to support
the upgrading
projects in Norway.
--------- ---------- --------------------------------------- -------------------------
Reflects gain
Basic Earnings per share (EPS) on disposal of
is the portion of the Continued majority interest
and discontinued business's in Quickline to
profit (GBP27.0m) divided Northleaf, together
Basic by the weighted average number with improved
EPS 46.9p 16.8p of shares. underlying trading.
--------- ---------- --------------------------------------- -------------------------
Adjusted Earnings per share
(EPS) is the Continued business's Improved due to
profit after tax (GBP2.5m) underlying trading
before exceptional costs divided performance and
Adjusted by the weighted average number lower underlying
EPS 4.3p 1.9p of shares. interest and taxation.
--------- ---------- --------------------------------------- -------------------------
Total customers at the period end including in flight customers for continuing operations were 59k (FY20: 57k). During the year we delivered underlying 6k net adds (FY20: 6k) This is summarised as follows:
FY21 FY20 Comments
000 000
Organic
Opening base 57.2 51.1
--------- ---------
Inflight customers 1.3 1.0 30.0% increase
Gross Adds 19.1 18.0 6.1% increase
Churn (14.4) (12.9) 11.6% increase
--------- ---------
Underlying Net Growth 6.0 6.1
--------- ---------
Exceptional churn (4.4) 0.0
Closing Base 58.8 57.2
--------- ---------
Underlying churn rates (defined as the number of subscribers who discontinue their service as a percentage of the average total number of subscribers within the period) decreased to an average annualised churn rate of 21.3% in FY21 (FY20: 21.7%), before exceptional churn of 4.4k.
In our Nordics business underlying churn was 15.2% (39% including exceptional demounted customers). (FY20: 34.8%).
In our Australian business underlying churn was 28.6% (FY20: 20.3%) due to a number of technical challenges on the Skymuster plus product which we are working with NBNCo on resolving.
In the first three months of FY22, underlying churn has reduced, and importantly we are starting to roll out next generation products in Australia, New Zealand and Norway.
Continuing Operations - Revenue
Total revenue including recurring airtime and other income (equipment sales and installation sales) for continuing operations for the period increased by GBP3.7m (16%) to GBP27.1m (FY20: GBP23.4m). Total revenue on a like-for-like constant currency basis increased in the year by 15.3%, (FY20: increase 4.3%) as the Group continued to add customers during the year with higher ARPU.
ARPU, calculated by dividing total revenues from all sources by the average customer base, in 2021 was GBP39.30 per month (FY20: GBP36.65) due to higher revenues, specific to the Skymuster Plus products in Australia.
Revenue in the period from satellite was GBP21.7m (FY20: GBP17.2m) which reflected continued strong organic growth in our Australian business, and revenue from fixed wireless reduced to GBP4.6m (FY20: GBP6.2m), due to the known challenges faced in the period by our Nordics fixed wireless businesses including the demounting of loss-making mast infrastructure.
Recurring revenue, defined as revenue generated from the Group's broadband airtime, which is typically linked to contracts and monthly subscriptions, was GBP25.6m in the period, representing 94% of total continuing revenue (FY20 GBP21.1m representing 89% of total revenue).
Continuing Operations - Margins and profitability
Gross profit margins remained materially in line with previous year at c.45%. (FY20: c.46%)
Distribution and Administrative Expenses, pre-exceptional costs, increased to GBP9.2m (FY20: GBP8.4m) due to increased headcount costs and marketing costs. Post items identified as exceptional in nature, these expenses increased to GBP13.1m (FY20: GBP8.6m) representing 48.2% of revenue (FY20: 36.5%) due to specific deal related and operational exceptional costs.
Adjusted EBITDA increased 11% for the period at GBP4.6m representing an adjusted EBITDA margin of c17% compared to GBP4.1m in FY20 and an adjusted EBITDA margin of c17%.
Continuing Operations analysis
A reconciliation of the adjusted EBITDA to adjusted PAT of GBP2.5m (FY20: GBP1.1m profit) is shown below:
2021 2020
GBP000 GBP000
Adjusted EBITDA 1 4,577 4,126
Depreciation 2 (1,390) (1,335)
Amortisation 3 - (18)
Adjusted EBIT 3,187 2,773
Share based payments (163) (332)
-------- --------
Continuing Operations operating profit - pre-exceptional items 3,024 2,441
Exceptional items relating to M&A and restructuring activities 4 (3,922) (158)
Continuing Operations Statutory operating (loss)/profit - post exceptional items (898) 2,283
-------- --------
Adjusted EBIT 3,187 2,773
Underlying interest 5 (798) (1,397)
Tax credit/(charge) 6 76 (262)
-------- --------
Adjusted PAT 2,465 1,114
-------- --------
Group Statutory Results and EBITDA Reconciliation
1. Adjusted EBITDA (before share based payments, depreciation, intangible amortisation, impairment of goodwill, refinancing, fundraising, acquisition, employee related costs, deal related costs and start-up costs) improved 11% to GBP4.6m (FY20: GBP4.1m).
2. Depreciation increased to GBP1.4m in FY21 from GBP1.3m in FY20 due to the capitalisation of costs associated with the upgrading project in Norway (GBP1.9m) and IT systems setup in Australia (GBP0.2m)
3. Underlying amortisation reduced to Nil from GBP18k in FY20 as a result of historic acquisitions being fully written down. During the year we undertook a full review of carrying value of Goodwill, with the review resulting in no requirement for an impairment.
4. The Group incurred expenses in the period, that are considered exceptional in nature and therefore appropriate to identify. These comprise:
a. GBP2.0m (FY20: GBP0.3m) of acquisition, deal, legal and other costs relating to M&A and restructuring activities during the period. These costs comprise mainly professional and legal fees.
b. GBP0.4m (FY20: GBP0.1m credit release of overprovision) employee restructuring costs primarily in the Nordics.
c. GBP0.6m (FY20: GBPnil) associated with the cost of the demounting program in Norway d. GBP0.8m costs related to the return of capital to shareholders e. GBP0.1m setup costs for the New Zealand operations
5. The interest charge in the year related to the RCF facility with Santander (GBP0.7m) and lease liabilities (GBP0.1m). In FY22 we expect the interest charge to be materially lower on the existing facility
6. The tax credit relates to our Australia business Skymesh charge of GBP0.2m, and a deferred tax credit adjustment in our Norwegian business BB Norge of GBP0.3m
Customer Base, Revenue, Adjusted EBITDA in FY21 and the comparative period for Continuing Group is segmented by the following categories as follows:
Customer Base Revenue Adjusted EBITDA
----------------------
2021 2020 2021 2020 2021 2020
Number % Number % GBPm GBPm % GBPm GBPm %
000's 000's
Australia 49.7 84% 46.0 80% 21.8 16.6 31% 4.0 2.8 43%
Norway 9.1 16% 11.2 20% 4.6 6.3 (27%) 1.9 2.9 (34%)
Pre-Central 58.8 100% 57.2 100% 26.4 22.9 15% 5.9 5.7 4%
Central Revenue
and Costs (1) - - 0.7 0.5 40% (1.3) (1.6) 19%
------- ------- ------- ------- ------ ------ ------ -------- -------- ------
Total 58.8 100% 57.2 100% 27.1 23.4 16% 4.6 4.1 11%
------- ------- ------- ------- ------ ------ ------ -------- -------- ------
(1) Central revenue includes recharges for post-sale services and central costs include finance, IT, HR and plc costs.
Customer Base by Technology and Region
2021 2021 2021 2020 2020 2020
Fixed Fixed
Satellite Wireless Total Satellite Wireless Total
000's 000's 000's % 000's 000's 000's %
Australia 42.4 7.3 49.7 84% 40.1 5.9 46.0 80%
Norway 1.6 7.5 9.1 16% 2.3 8.9 11.2 20%
Total 44.0 14.8 58.8 100% 42.4 14.8 57.2 100%
---------- ---------- ------ ---------- ---------- ------
From the above analysis for Continuing Operations year on year movements from a Customer Base, Revenue, Adjusted EBITDA and product mix perspective are analysed as follows:
1 Australasia
a. Strong organic customer net growth of 3.7k (underlying 4.0k before exceptional churn of 0.3k due to product issues with the Skymuster Plus impacting churn) over the course of the year
b. The increase in revenue of GBP5.2m was a result of the continued organic growth in customer numbers and an improved APRU.
c. Importantly, EBITDA improved by 43% following continued cost efficiencies across the company.
2 Norway
a. Net underlying customers growth was 2.0k before exceptional churn of 4.1k customers associated with the demounting and cancellation of loss-making mast and contracts.
b. Consequently, revenue in the year reduced GBP1.7m due to the loss of these customers.
c. Notwithstanding the above, adjusted EBITDA reduced by only GBP1.0m in the year due to strict overhead cost controls implemented during the year.
3 PLC a. Revenue was 40% higher at GBP0.7m due to the support services b. With lower costs this resulted in EBITDA losses improving by 19% at GBP1.3m.
Cashflow performance
Adjusted Free Cash Flow in the year before exceptionals and M&A activities undertaken by the Group was an inflow of GBP2.1m (FY20: outflow GBP2.6m). This reflects improved EBITDA and working capital management offsetting increased capital investment.
The underlying cash flow performance analysis seeks to clearly identify underlying cash generation within the Continuing Group, and separately identify the cash impact of identified exceptional items including refinancing, fundraising M&A activity cash costs and is presented as follows:
2021 2020
GBP000 GBP000
Adjusted EBITDA 4,577 4,126
Release of Grant 1 - (144)
Underlying movement of working capital 2 1,742 (3,227)
Forex and other non-cash items 3 (1,085) (1,111)
---------- ----------
Adjusted operating cash inflow/(outflow) before interest, tax Capex and exceptional
items 4 5,234 (356)
Tax and interest paid 5 (906) (1,262)
Purchase of Assets 6 (2,208) (954)
---------- ----------
Adjusted free cash inflow/(outflow) before exceptional and M&A items 2,120 (2,572)
Exceptional items relating to refinancing, fundraising, M&A, integration and the
establishment
of network partnerships 7 (3,922) (156)
Free cash inflow/(outflow) after exceptional items (1,802) (2,728)
Investing activities 8 31,041 37,222
Movement in cash from Discontinued operations 9 (2,209) (2,029)
Movement in working capital from discontinued operations 10 (2,339) (3,885)
Financing activities 11 (34,796) (19,263)
---------- ----------
(Decrease) / Increase in cash balances (10,105) 9,317
---------- ----------
1) Release of deferred grant income to revenue in the year GBPnil (FY20: GBP0.1m)
2) Underlying movement in working capital was an inflow of GBP1.7m (FY20: outflow GBP3.2m). Working capital benefitted from increased creditor terms and deferred payment of creditors whose invoices received just prior to the year end.
3) Forex and non-cash inflow of GBP1.1m (FY20: Outflow GBP1.1m) relate to the exchange movement in the Condensed consolidated statement of comprehensive income and the Condensed consolidated statement of financial position, as well as costs/income where there is no impact on operating cashflow.
4) This resulted in an adjusted operating cash flow before Interest, Tax, Capital expenditure and Exceptional items of GBP5.2m inflow (FY20: GBP0.4m outflow), and an adjusted operating cash flow to EBITDA conversion of 114% (FY20: negative 5%).
5) Tax and interest paid was GBP0.9m (FY20: GBP1.3m) on a like-for-like basis. This covers interest on the RCF facility (GBP0.4m) and monthly taxation paid by our Australian business (GBP0.5m). Final corporation tax calculations for the financial year show year on year tax savings in excess of GBP0.8m with a refund of GBP0.2m due on the tax paid in the year following substantial investment.
6) Purchases of assets in FY21 were GBP2.2m. These purchases included the fixed wireless investment in Norway of GBP1.6m, installations and IT costs of GBP0.5m and other GBP0.1m
7) Exceptional items relating to M&A and restructuring costs of GBP3.9m as disclosed on page 15 and 16 above. (FY20: GBP0.2m)
8) Sales proceeds from the disposal of subsidiaries were GBP31.1m cash (excluding consideration satisfied by equity investments) less the purchase of intangibles (GBP0.1m), compared to GBP37.2m in FY20.
9) Relates to cash of GBP2.2m (FY20: GBP2.0m) retained by the disposed entities in the year
10) Represents the movement in the Group's working capital due to the deconsolidation of the disposed businesses.
11) In FY21 the major financing activities included the return of capital to shareholders of GBP26.1m outflow, the repayment of the Santander RCF facility GBP8.4m together with GBP0.8m lease principal payments, offset by the issuance of shares from the exercise of options generating an inflow of GBP0.4m. For FY20 the outflow of GBP19.3m comprised the:
- draw down of GBP29.4m from the RCF with Santander relating to a refinancing of external debt, to repay the HSBC plc RCF (GBP8.25m) and BGF Loan Notes (GBP12.0m). A further GBP21m was repaid to Santander after disposal of the subsidiaries.
- GBP2.0m, net, was received from further investment by the non-controlling interests of Quickline.
- The principal element of lease payments was an outflow of GBP1.4m
- The payment of the BGF redemption premium was an outflow of GBP5.5m
- The payment of the BGF penalty interest was an outflow of GBP1.2m
Net Cash / (Debt) reconciliation
2021 2020
GBP000 GBP000
Opening Net Cash /
(Debt) 7,419 (14,198)
----------------------------------------------------------------- ---------------------------------------------------------------
Loss after tax from
Continuing operations (1,620) (4,213)
Interest charge 798 6,835
Depreciation 1,390 1,335
Amortisation - 18
Tax (credit) / charge (76) 262
Share Based payments 163 332
Exceptional costs 3,922 157
Adjusted EBITDA 4,577 4,126
Release of Grants - (144)
Forex movement and
other non-cash (1,085) (1,111)
Movement in Working
Capital 1,742 (3,227)
Cash inflow/(outflow)
from Continuing
operations 5,234 (356)
Interest paid (411) (1,186)
Tax paid (495) (76)
----------------------------------------------------------------- ---------------------------------------------------------------
Underlying
inflow/(outflow) from
Continuing
operations 4,328 (1,618)
Purchase of Assets (2,208) (954)
----------------------------------------------------------------- ---------------------------------------------------------------
Adjusted
inflow/(outflow)
Continuing operations
Free Cash Flow 2,120 (2,572)
Exceptional items (3,922) (156)
relating to
refinancing,
fundraising, M&A,
integration and
the establishment
of network
partnerships
----------------------------------------------------------------- ---------------------------------------------------------------
Adjusted free cash
inflow/(outflow) after
exceptional and M&A
items (1,802) (2,728)
Investment activities
(Pre cash used and
retained
by Discontinued
operations) 31,041 37,222
Movement in working
capital from
discontinued
operations (2,339) (3,885)
Financing activities (34,796) (19,263)
----------------------------------------------------------------- ---------------------------------------------------------------
Movement in Cash from
Continuing operations (7,896) 11,346
(Outflow) / Inflow in
cash from Discontinued
operations (2,209) (2,029)
----------------------------------------------------------------- ---------------------------------------------------------------
Movement in Net Cash (10,105) 9,317
Decrease in Debt 7,887 12,300
----------------------------------------------------------------- ---------------------------------------------------------------
Closing Net Cash 5,201 7,419
----------------------------------------------------------------- ---------------------------------------------------------------
Cash and net debt for the overall Group is summarised as follows:
2021 2020
GBP000 GBP000
Opening Net Cash / (Debt) 7,419 (14,198)
--------- ---------
(Increase) / Decrease in loans: offset
in financing activities
Facilities Received - (29,400)
Facilities Repaid 7,887 41,700
Cash inflow/(outflow) from operating activities (1,640) (5,670)
Cash generated/(used) in investing activities 22,591 26,646
Cash (outflow) used from financing activities (31,056) (11,659)
--------- ---------
Movement in Net Cash (2,218) 21,617
--------- ---------
Closing Net Cash 5,201 7,419
--------- ---------
Composition of closing net debt
Net cash and cash equivalents 5,201 15,306
Bank loans - (7,877)
Other loans - (10)
--------- ---------
Net Cash 5,201 7,419
--------- ---------
Net Cash
Net cash and cash equivalents 5,201 7,419
Discontinued operations cash - (2,209)
--------- ---------
Adjusted net cash 5,201 5,210
--------- ---------
Adjusted Net Cash (Debt) / Adjusted EBITDA 1.13x 1.26x
Adjusted Net Cash (Debt) inc IFRS16 /
Adjusted EBITDA 0.82x 0.59x
Net cash reduced from GBP7.4m in FY20 to a net cash position of GBP5.2m, a reduction of GBP2.2m in the year, as detailed in the net cash/(debt) reconciliation above and after the repayment of the debt (GBP8.4m) and the return of Capital (GBP26.1m)
The table above excludes the lease liabilities of GBP1.4m (FY20: GBP2.7m). Including this amount would give a total adjusted net cash of GBP3.8m (FY20: Adjusted net cash GBP2.5m) and a ratio of adjusted net cash to adjusted Group EBITDA before IFRS 16 of 0.82x (FY20: Adjusted net cash 0.59x).
Consolidated Statement of Financial Position
There was a step change in the balance sheet following
- The performance in the year with increased Revenue (GBP27.1m) and EBITDA (GBP4.6m)
- The disposal of the Group's UK fixed wireless operations to Northleaf for an initial consideration of GBP31.1m and the removal of the non-controlling interest
- The return of capital (GBP26.1m) and the repayment of the debt with Santander (GBP8.4m)
Fixed Assets reduced in the year to GBP4.1m (FY20: GBP10.9m), following the sale of assets within the discontinued business (GBP6,9m net of purchases) and the purchase of new fixed assets (GBP2.2m), less disposals (GBP0.6m), and adjusted for depreciation provided in the year (GBP1.4m) and foreign exchange movements (GBP0.1m).
Intangible Assets decreased to GBP5.6m (FY20: GBP12.0m) following the sale of the discontinued business and underlying amortisation of Nil in FY21 (FY20: GBP0.1m). Following a review in FY21 there was no requirement for an impairment of the carrying value of the Company's goodwill.
Goodwill and Amortisation FY21 FY20
GBP000 GBP000
Underlying Amortisation - 18
Reported Amortisation - 18
-------- -------
Working Capital
Inventory days increased to 13 days (FY20: 11 days) as we purposefully increased stock holdings in Norway to support the "Whitelabel" offering from December 2021 given global shortages which has continued into FY22. This accounted for 4 days
Debtor days decreased to 7 days (FY20: 11 days) following improved collections
Creditor days increased to 81 days (FY20: 73 days) due to agreed revised extended payment terms with suppliers where setting up new operations.
Earnings per share
2021 2020
Basic earnings per share 46.9p 16.8p
Diluted earnings per share 45.6p 16.6p
Basic adjusted earnings per share 4.3p 1.9p
As a result of the material exceptional profit, and non-underlying costs in the year as detailed above, the Group delivered a basic profit per share of 46.9p (2020: basic profit per share of 16.8p) and fully diluted profit per share of 46.4p (2020: fully diluted profit per share of 16.6p). Adjusted earnings per share (before exceptional items) was a profit per a share of 4.3p (2020: profit per share of 1.9p).
Basic EPS
Basic EPS improved to a profit of 46.9p per share in FY21 from a profit of 16.8p in FY20, largely due to the sale of the discontinued businesses in FY20 and FY21.
Diluted EPS
Diluted EPS is a calculation used to gauge the quality of a company's earnings per share (EPS) if all share options are exercised. Diluted EPS improved to a profit of 45.6p per share in FY21 from a profit of 16.6p in FY20
Basic adjusted earnings per share
Basic EPS improved to a profit of 4.3p per share in FY21 from a profit of 1.9p in FY20, largely due to the improved performance of the Continued businesses.
Streamlined Energy and Carbon Reporting
Large UK companies are required to report their levels of greenhouse gases (GHG) emissions in their annual report and accounts. This obligation is for Scope 1 (direct) and Scope 2 (indirect) emissions, only to the extent that emissions are the responsibility of the Company. Direct emissions originate from combustion of natural gas and fleet vehicles, whilst indirect emissions are based on purchased electricity. Scope 3 emissions are included below only to the extent that the Company is responsible for purchasing the fuel.
Emissions are calculated following the UK Government GHG Conversion Factors for Group Reporting 2020 and UK Government Environmental Reporting Guidelines. Emissions are based on the Group's UK sales and operations. An intensity ratio of carbon dioxide equivalent (CO2e) per GBP1m of revenue has been selected which will allow a comparison of performance over the time and with other similar types of businesses. The data below represents the GHG emissions from the UK disposal Quickline for the period up to the 10 June 2021 and shows a 36% reduction in the selected intensity rate compared to the previous year. Continuing UK operations comprising only central and head office functions emit less than 40MWh and are regarded as a low energy user. Accordingly, no emission or energy consumption figures for the Company are included in the following table.
2021 2020
Tonnes Tonnes
CO2e CO2e
Source of Emissions
Direct Emissions - Scope 1 - Gas and Vehicle fleet 113 193
Indirect Emissions - Scope 2 - Electricity 3 10
Indirect emissions - Scope 3 - Employee cars - 5
Gross Emissions 116 208
Turnover - UK discontinued operations GBPm 3.2 3.7
Tonnes CO2e per GBP1m of revenue 35.6 55.6
Energy consumption used to calculate emissions - MWh 846 469
We are currently reviewing ways to address the emissions which are typically higher in the initial stages of infrastructure build but reduced significantly once completed.
Accounting standards
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as endorsed and adopted for use in the EU. There have been no changes to IFRS standards this year that have a material impact on the Group's results. No forthcoming new IFRS standards are expected to have a material impact on the financial statements of the Group.
Dividend
The directors do not recommend the payment of a dividend (2020: GBPNil)
Going Concern
The Directors have prepared and reviewed projected cash flows for the Group, reflecting its current level of activity and anticipated future plan for the next 12 months, from the date of signing, and post the disposal of the UK Fixed Wireless business in June 2021. The Group is currently loss-making, before the gain on the sale of the discontinued business, mainly as a result of amortisation and exceptional charges. The business continues to grow customer numbers and revenue in key target markets and continues to monitor the short-term business model of the Group.
The Board have identified the key risks and these include
-- Slower revenue growth, EBITDA and cash generation if sales activities, installations or activations decrease over the period
-- Reduced ARPU if market pressures result in discounting customer products to support them
-- Increased churn could be experienced if services levels are not as expected due to volumes of traffic, personnel shortages and capacity constraints
-- Increased bad debt as customers suffer income loss -- Increased CAPEX costs to support growth targets or shipping delays
The Board also recognises a number of significant mitigating factors that could protect the future going concern of the business. These include:
-- T he COVID-19 situation has resulted in a significant increase in demand for our products as the global workforces move more to flexi home working
-- Super-fast Broadband is already an essential utility for many and even more so now, it is likely to be one of the last services that customers will stop paying for
-- Increased self-install / tripods to offset any installation delays -- Reduced CAPEX / discretionary spend -- Support from Network Partners for the business and customers -- Strong support from banking partners
The Board has conducted stress tests against our business performance metrics to ensure that we can manage any continuing risks that COVID-19 may continue to present over the year. We recognise that a number of our business activities could be impacted, and we have reflected these in this analysis including supply chain disruptions, delays in sales or installations, earnings, or cash generation. By modelling sensitivities in specific KPIs such as volume of activations, churn, ARPU, margin, overhead and FOREX, management is satisfied that it can manage these risks over the going concern period.
Furthermore, management has in place and continues to develop robust plans to protect EBITDA and cash during this period of uncertainty and disruption. Under this plan identified items include reducing discretionary spend, postponing discretionary Capex, reducing marketing, freezing all headcount increases, working with suppliers on terms particularly our network partners and ultimately seeking relief, as appropriate, from the various forms of Government support being put into place.
As a consequence, despite the risks to businesses still associated with the COVID-19 pandemic, the Board believes that the Group is well placed to manage its business risks and longer-term strategic objectives, successfully. The latest management information shows a strong net cash position, and in terms of volumes, ARPU and churn, we are in fact showing a strong position compared to prior year and budget and indeed the business is seeing a significant increase in demand across all main territories as a result of government's response to COVID-19 resulting in the remote working of individuals across our key territories. Accordingly, we continue to adopt the going concern basis in preparing these results.
On behalf of the Board
Frank Waters
Chief Financial Officer
21 March 2022
Bigblu Broadband plc
Condensed consolidated statement of comprehensive income
12 months ended 30 November 2021
2021 2020
Continuing Operations Notes GBP'000 GBP'000
Revenue from contracts with customers 27,067 23,428
Cost of sales (14,899) (12,594)
------------------ ---------
Gross profit 12,168 10,834
Distribution expenses 2 (8,734) (6,494)
Administrative expenses 2 (4,332) (2,057)
------------------ ---------
Operating profit (898) 2,283
Finance costs 3 (798) (6,834)
------------------ ---------
(Loss) before tax (1,696) (4,551)
Taxation on operations 76 (262)
------------------ ---------
(Loss) from continuing operations (1,620) (4,813)
Profit from discontinued operations 4 28,373 14,244
------------------ ---------
Profit for the year 26,753 9,431
Other comprehensive expense
Foreign currency translation difference (355) (202)
------------------ ---------
Total comprehensive income for the
year 26,398 9,229
------------------ ---------
Total comprehensive income for the
year is attributable to:
Owners of Bigblu Broadband Plc 26,682 9,456
Non-controlling interests (284) (227)
Earnings per share from profit attributable
to the ordinary equity holders of the company
Total - Basic EPS 5 46.9p 16.8p
Total - Diluted EPS 5 45.6p 16.6p
Continuing operations - Basic EPS (2.8p) (8.3p)
Continuing operations - Diluted EPS (2.7p) (8.3p)
Discontinued operations - Basic EPS 49.7p 25.1p
Discontinued operations - Diluted EPS 48.3p 24.9p
------------------------------------------------ ------ ------- --------------------
Adjusted earnings per share from continuing
operations attributable to the ordinary
equity holders of the company
Continuing operations - Adjusted Basic
EPS 5 4.3p 1.9p
Continuing operations - Adjusted Diluted
EPS 5 4.2p 1.9p
------------------------------------------------ ------ ------------------ ---------
Bigblu Broadband plc
Condensed consolidated statement of financial position
As at 30 November 2021
2021 Restated Restated
2020 2019
Notes GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Property, plant and equipment 10 4,090 10,876 15,865
Intangible assets 11 5,576 11,968 29,362
Investments 12 5,672 - 52
Deferred tax asset 19 709 501 643
Total non-current assets 16,047 23,345 45,922
Current assets
Cash and cash equivalents 14 5,201 15,306 5,989
Inventory 15 699 896 3,911
Trade and other receivables 16 4,917 3,798 8,325
--------- --------- ---------
Total current assets 10,817 20,000 18,225
--------- --------- ---------
Total assets 26,864 43,345 64,147
--------- --------- ---------
Current liabilities
Trade and other payables 17 (9,420) (12,507) (32,461)
Provisions for liabilities and
charges 17 (685) (1,468) (328)
--------- --------- ---------
Total current liabilities (10,105) (13,975) (32,789)
--------- --------- ---------
Non-current liabilities
Other payables 18 (835) (2,628) (4,409)
Loans 18 - (7,877) (20,187)
Deferred tax liability 19 (13) (104) (234)
--------- --------- ---------
Total non-current liabilities (848) (10,609) (24,830)
--------- --------- ---------
Total liabilities (10,953) (24,584) (57,619)
--------- --------- ---------
Net assets 15,911 18,761 6,528
--------- --------- ---------
Equity
Share capital 20 8,749 8,638 8,636
Share premium 20 8,589 34,180 34,161
Share option reserve 21 - 2,614 2,282
Capital redemption reserve 21 26,120 - -
Other equity reserve 21 - 1,294 271
Foreign exchange translation reserve 21 (2,430) (2,569) (2,225)
Reverse acquisition reserve 21 (3,317) (3,317) (3,317)
Listing cost reserve 21 (219) (219) (219)
Merger relief reserve 21 - 5,972 5,972
Retained losses (21,581) (32,403) (42,412)
--------- --------- ---------
Capital and reserves attributable
to owners of Bigblu Broadband Plc 15,911 14,190 3,149
Non-controlling interests - 4,571 3,379
--------- --------- ---------
Total equity 15,911 18,761 6,528
--------- --------- ---------
Bigblu Broadband plc
Condensed consolidated Cash Flow Statement
12 Months Ended 30 November 2021
2021 2020
GBP'000 GBP'000
Loss after tax from Continuing operations (1,620) (4,813)
Profit after tax from Discontinued operations 28,373 14,244
--------- ---------
Profit for the year including discontinued
operations 26,753 9,431
Adjustments for:
Interest charge 852 7,108
Gain on disposal of subsidiaries (28,942) (18,928)
Goodwill impairment - 213
Amortisation of intangible assets 21 1,626
Release of grant creditors (285) (772)
Depreciation of property, plant and equipment
- owned assets 1,834 3,897
Depreciation of property, plant and equipment
- ROU assets 836 1,680
Tax (credit) / charge (76) 316
Share based payments 163 332
Foreign exchange variance and other non-cash
items (332) (1,110)
Decrease in inventories 39 1,113
(Increase) / Decrease in trade and other receivables (2,418) 4,527
Increase / (Decrease) in trade and other payables 829 (6,764)
(Gain) / loss on disposals of fixed assets (8) (167)
--------- ---------
Cash (used in) / generated from operations (734) 2,502
Interest paid (411) (8,171)
Tax paid (495) (1)
--------- ---------
Net cash outflow from operating activities (1,640) (5,670)
--------- ---------
Investing activities
Purchase of property, plant and equipment (6,009) (8,679)
Purchase of intangibles (53) (907)
Cash transferred out of group in disposed of
subsidiaries (2,533) (1,035)
Proceeds from sale of property, plant and equipment 92 45
Proceeds from sale of subsidiary 31,094 37,222
--------- ---------
Net cash generated/(used) in investing activities 22,591 26,646
--------- ---------
Financing activities
Proceeds from issue of ordinary share capital 435 21
Return of capital to shareholders (26,120) -
Proceeds from bank revolving credit facility 2,000 29,400
Loans (paid) (8,400) (41,353)
Investment by non-controlling interest 2,000 1,972
Principal elements of lease payments (971) (1,699)
--------- ---------
Net cash (outflow) generated from financing
activities (31,056) (11,659)
--------- ---------
Net (decrease)/increase in cash and cash equivalents (10,105) 9,317
Cash and cash equivalents at beginning of year 15,306 5,989
--------- ---------
Cash and cash equivalents at end of year 5,201 15,306
--------- ---------
Note that the presentation of the cashflow takes into consideration the combined Continued and Discontinued movements in cash.
Bigblu Broadband plc
Condensed consolidated Reserves Movement
12 Months Ended 30 November 2021
Share Capital Share Premium Other Revenue Total
Reserves Reserve
GBP000 GBP000 GBP000 GBP000 GBP000
Note 6
------------------------------------------- -------------- ---------- --------- ---------
At 1 December 2019 8,636 23,900 13,025 (42,412) 3,149
Prior year reclassification 10,261 (10,261) -
------ -------------- ---------- --------- ---------
Restated balance 8,636 34,161 2,764 (42,412) 3,149
Acquisition of shares
in subsidiary by non-controlling
interest 553 553
Profit for the period 9,660 9,660
Issue of shares 2 19 21
Share option reserve 332 332
Foreign Exchange Translation (344) (204) (548)
Equity settled share-based
payments 1,023 1,023
------ -------------- ---------- --------- ---------
At 30 November 2020 8,638 34,180 3,775 (32,403) 14,190
Acquisition of shares
in subsidiary by non-controlling
interest 422 422
Profit for the period 27,037 27,037
Issue of shares 111 324 435
Share option reserve 163 163
Foreign Exchange Translation 139 139
Return of Capital (25,915) 16,077 (16,282) (26,120)
Other comprehensive expense (355) (355)
------ -------------- ---------- --------- ---------
At 30 November 2021 8,749 8,589 20,154 (21,581) 15,911
------ -------------- ---------- --------- ---------
Non-Controlling Interest
The profit attributable to shareholders of GBP27.3m (2020: GBP9.7m profit) is the profit for the financial year of GBP22.6m (2020: GBP9.4m profit) after adjusting for the add back of the loss attributable to non-controlling interests of GBP0.3m (2020: GBP0.2m loss). Due to the disposal in the year the carrying value of the non-controlling interest is nil.
Bigblu Broadband plc
Notes to the financial statements
For the period ended 30 November 2021
1. Presentation of financial information and accounting policies
Basis of preparation
The condensed consolidated financial statements are for the full year to 30 November 2021.
The nature of the Group's operations and its principal activities is the provision of last mile (incorporating Satellite and Wireless) broadband telecommunications and associated / related services and products.
The Group prepares its consolidated financial statements in accordance with International Accounting Standards ("IAS") and International Financial Reporting Standards ("IFRS") as adopted by the EU. The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed further. The principal accounting policies set out below have been consistently applied to all the periods presented in these financial statements, except as stated below.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive report. The financial position of the Group, its cash flows and liquidity position are described in the Finance Review. In addition, the financial statement includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposures to credit risk and liquidity risk.
In the year to 30 November 2021 the Group generated an adjusted EBITDA from continuing operations before a number of non-cash and start-up costs expenses as shown on page 16, of GBP4.6m (2020: GBP4.1m), and with cash inflow from operations before interest, tax and capital expenditure, of GBP5.2m (2020: outflow of GBP0.4m) and a net reduction in cash and cash equivalents of GBP10.1m in the year (2020: increase GBP9.3m). The Group balance sheet showed net cash and cash equivalents at 30 November 2021 of GBP5.2m (2020: GBP15.3m) after the repayment of debt (GBP8.4m) and the Return of Capital (GBP26.1m).
Having reviewed the Group's budgets, projections, prospective covenant compliance, and funding requirements, and taking account of reasonable possible changes in trading performance over the next twelve months, particularly in light of COVID-19 risks and counter measures, the Directors believe they have reasonable grounds for stating that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the Annual Report and Accounts.
The Board has concluded that no matters have come to its attention which suggest that the Group will not be able to maintain its current terms of trade with customers and suppliers or indeed that it could not adopt relevant measures as outlined in the Strategic report to reduce costs and free cash flow. The latest management information in terms of volumes, debt position, ARPU and Churn are in fact showing a positive position compared to prior year and budget as a result of each government's response to COVID-19 resulting in the remote working position of individuals across our key territories. The forecasts for the combined Group projections, taking account of reasonably possible changes in trading performance, indicate that the Group has sufficient cash available to continue in operational existence throughout the forecast year and beyond. The Board has considered various alternative operating strategies should these be necessary and are satisfied that revised operating strategies could be adopted if and when necessary. As a consequence, the Board believes that the Group is well placed to manage its business risks, and longer-term strategic objectives, successfully.
Estimates and judgments
The preparation of a condensed set of financial statements requires management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities at each period end. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
In preparing these condensed set of consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimating uncertainty were principally the same as those applied to the Group's and Individual company's financial statements for the year ended 30 November 2021.
Prior year reclassification
The prior year reclassification relates to the treatment of share capital issued in connection with previous acquisitions made during the year ended 30 November 2018. From a review of the Company's distributable reserves, it was identified that the Merger Relief did not apply to the portion of shares allotted where consideration was settled in cash. As a result, the premium arising on these allotments of GBP10.3m (stated net of the relevant apportionment of attributable issue costs) should have been credited to the Share Premium account at the time, and a reclassifcation of reserves as at 1 October 2019 has been made accordingly. Net assets and results for both periods presented in these financial statements are not impacted by this adjustment.
Basis of consolidation
The condensed consolidated financial statements comprise the financial statements of Bigblu Broadband plc and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intercompany balances and transactions have been eliminated in full.
2. Distribution and Administration Expenditure
Distribution and administration costs for the continued operations are analysed below. This is non-GAAP information, in which the allocation is unaudited
FY21 FY20
GBP000 GBP000
Employee related costs 5,103 5,050
Marketing and communication costs 1,119 664
Logistics, Finance, IT, banking,
insurance AIM and Other costs 1,369 994
------- -------
Underlying costs 7,591 6,708
% of Revenue 28.0% 28.6%
------- -------
Depreciation 1,390 1,335
Amortisation - 18
------- -------
Underlying Depreciation and Amortisation 1,390 1,353
% of Revenue 5.1% 5.8%
------- -------
Share based payments 163 332
Professional, legal and related
costs associated with corporate
activity 3,922 158
Identified Exceptional Costs 4,085 490
% of Revenue 15.1% 2.1%
Total 13,066 8,551
% of Revenue 48.2% 36.5%
------- -------
3. Interest Payable and Finance Costs
2021 2020
GBP'000 GBP'000
BGF unsecured loan interest payable - 55
Bank loan interest payable - 87
Revolving Credit Facility interest payable 747 1,117
Lease interest expense 105 262
-------- --------
Total interest payable 852 1,521
BGF Penalty Interest - 1,408
BGF redemption premium and finance charges - 4,179
-------- --------
Total finance costs 852 7,108
Finance costs include the following amounts charged to the discontinued operations:
Bank loan interest payable 38 170
Lease interest expense 16 104
-------- --------
Total interest payable 54 274
-------- --------
Interest split as follows:
Continued business 798 6,834
Discontinued business 54 274
-------- --------
Total interest payable 852 7,108
-------- --------
Interest in the Condensed consolidated statement of comprehensive income is total finance costs less the element associated with the discontinued business.
The Revolving Credit Facility interest payable is in respect of the Santander facility.
4. Profit and loss on Discontinued Operations
On 10 June 2021 QCL Holdings Ltd together with its subsidiaries
was sold to Northleaf and is reported in the current year as
a discontinued operation. Financial information relating to
the discontinued operation for the period to the date of disposal
is set out below.
On 30 September 2020 Bigblu Operations Ltd together with all
its subsidiaries was sold to Eutelsat SA and was reported in
the prior year as a discontinued operation. Financial information
relating to the discontinued operation for the period to the
date of disposal is set out below.
Group financial information for 2020 set out below is thus
a combination of these two discontinued operations.
Financial performance and cash flow information
2021 2020
GBP'000 GBP'000
Revenue 3,091 28,908
Expenses (3,896) (33,983)
--------- ---------
Loss before tax (805) (5,075)
Taxation on operations (53) 391
--------- ---------
Loss after tax of discontinued operations (858) (4,684)
Gain on sale of the subsidiary after tax
(see below) 25,925 18,928
Adjustment to fair value of deferred consideration 3,306 -
--------- ---------
Profit from discontinued operations 28,373 14,244
--------- ---------
Exchange differences on translation of
discontinued operations - (294)
--------- ---------
Other comprehensive income from discontinued
operations - (294)
--------- ---------
Net cash inflow/(outflow) from operating
activities (3,133) 6,635
Net cash inflow from investing activities 25,531 27,555
Net cash (outflow) from financing activities 1,666 996
--------- ---------
Net increase in cash generated by the
subsidiaries 24,064 35,186
--------- ---------
Details of sale of subsidiary
Consideration received or receivable:
Cash 31,094 37,222
Investments 5,600 -
Fair value of contingent consideration - 449
--------- ---------
Total disposal consideration 36,694 37,671
Carrying amount of net assets sold (13,660) (16,058)
Elimination of non-controlling interest 5,865 -
Expenses of sale (2,974) (1,217)
Other Provisions - (1,468)
Gain on sale before tax 25,925 18,928
Corporation tax expense on gain - -
--------- ---------
Gain on sale after tax 25,925 18,928
--------- ---------
5. Profit / (Loss) per share
Basic earnings per share is calculated by dividing the profit/(loss) attributable to shareholders by the weighted average number of ordinary shares in issue during the period.
Reconciliation of the profit/(loss) and weighted average number of shares used in the calculation are set out below:
30 November 2021
Weighted Per Share
Average
Profit/(Loss) Number Amount
of
GBP'000 Shares Pence
Basic and diluted EPS
Profit for the financial year 26,753
Add: adjustment for non-controlling
interest share of losses (284)
--------------
Basic EPS - Profit attributable
to shareholders 27,037 57,697,017 46.9
-------------- ------------- -----------
Adjusted EPS - Profit attributable
to shareholders from continuing
operations 2,465* 57,697,017 4.3
-------------- ------------- -----------
Basic Diluted EPS - Profit attributable
to shareholders 27,037 59,251,343 45.6
-------------- ------------- -----------
Adjusted Diluted EPS - Profit
attributable to shareholders
from continuing operations 2,465* 59,251,343 4.2
-------------- ------------- -----------
30 November 2020
Weighted Per Share
Average
Loss Number Amount
of
GBP'000 Shares Pence
Basic and diluted EPS
Profit for the financial year 9,431
Add: adjustment for non-controlling
interest share of losses (227)
--------------
Basic EPS - Loss attributable to
shareholders 9,658 57,589,857 16.8
-------------- ------------- --------------
Adjusted EPS - Profit attributable
to shareholders from continuing operations 1,114* 57,589,857 1.9
-------------- ------------- --------------
Basic Diluted EPS - Profit attributable
to shareholders 9,660 58,027,855 16.6
-------------- ------------- --------------
Adjusted Diluted EPS - Profit attributable
to shareholders from continuing operations 1,114* 58,027,855 1.9
-------------- ------------- --------------
The profit attributable to shareholders of GBP27.0m (2020: GBP9.7m profit) is the profit for the financial year of GBP26.8m (2020: GBP9.4m profit) after adjusting for the add back of the loss attributable to non-controlling interests of GBP0.3m (2020: GBP0.2m loss).
* Whilst this is a non-GAAP measure, the profit attributable to shareholders from continuing operations is GBP2.5m (2020: GBP1.1m profit) after adjusting for the gain from the sale of the discontinuing operations and adding back exceptional costs.
6. Other capital reserves
Foreign
Listing Merger Reverse Other Exchange Capital Share Total
Cost Relief Acquisition Equity Translation Redemption Option Capital
Reserve Reserve Reserve Reserve Reserve Reserve Reserve Reserves
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 30 December
2019 (219) 16,233 (3,317) 271 (2,225) - 2,282 13,025
Prior year
reclassification (10,261) (10,261)
----------------------- -------- --------- ------------ --------- ------------ ----------- --------- ---------
Restated balance (219) 5,972 (3,317) 271 (2,225) - 2,282 2,764
Other equity 1,023 1,023
Foreign Exchange
Translation (344) (344)
Credit to equity
for equity settled
Share based
payments 332 332
----------------------- -------- --------- ------------ --------- ------------ ----------- --------- ---------
At 30 November
2020 (219) 5,972 (3,317) 1,294 (2,569) - 2,614 3,775
Return of Capital (5,972) (1,294) 26,120 (2,777) 16,077
Other equity
Foreign Exchange
Translation 139 139
Credit to equity
for equity settled
Share based
payments 163 163
----------------------- -------- --------- ------------ --------- ------------ ----------- --------- ---------
At 30 November
2021 (219) - (3,317) - (2,430) 26,120 - 20,154
----------------------- -------- --------- ------------ --------- ------------ ----------- --------- ---------
-- Listing cost reserve
-- The listing cost reserve arose from expenses incurred on AIM listing.
-- Other equity reserve
-- Other Equity related to the element of the BGF Convertible Loan which has been grossed up but may be shown net.
-- Reverse acquisition reserve
-- The reverse acquisition reserve relates to the reverse acquisition of Bigblu Operations Limited (Formerly Satellite Solutions Worldwide Limited) by Bigblu plc (Formerly Satellite Solutions Worldwide Group plc) on 12 May 2015.
-- Foreign exchange translation reserve
-- The foreign exchange translation reserve is used to record exchange difference arising from the translation of the financial statements of foreign operations.
-- Capital Redemption reserve
-- The capital redemption reserve relates to the cash redemption of the bonus B shares issued in order to return c.GBP26m to ordinary shareholders.
-- Share option reserve
-- The share option reserve is used for the issue of share options during the year plus charges relating to previously issued options.
-- Merger relief reserve
-- The merger relief reserve relates to the share premium attributable to shares issued in relation to the acquisition of Bigblu Operations Limited (Formerly Satellite Solutions Worldwide Limited)
7. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed within the financial statements or related notes.
8. Availability of the Full Year Report
A copy of these results will be made available for inspection at the Company's registered office during normal business hours on any weekday. The Company's registered office is at Broadband House, The Old Bakery, Victoria Road, Bicester, OX26 6PB. The Company is registered in England No. 9223439.
A copy of the full year report will be available in May and can also be downloaded from the Company's website at https://www.bbb-plc.com
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END
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March 21, 2022 03:00 ET (07:00 GMT)
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