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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Live Company Group Plc | LSE:LVCG | London | Ordinary Share | GB00BGSGT481 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.55 | 0.50 | 0.60 | 0.55 | 0.55 | 0.55 | 3,084,555 | 08:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
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.
Hot Features
Premium
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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