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PTCM Porta Communications Plc

0.449
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Porta Communications Plc LSE:PTCM London Ordinary Share GB00B71C7K21 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% 0.449 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Porta Communications PLC Interim Results 2018 (6444Z)

04/09/2018 7:01am

UK Regulatory


Porta Communications (LSE:PTCM)
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RNS Number : 6444Z

Porta Communications PLC

04 September 2018

This announcement contains inside information

4 September 2018

Porta Communications Plc

("Porta" or "the Company" or "the Group")

Interim Results for the six months ended 30 June 2018

Porta Communications Plc (AIM: PTCM) is pleased to announce its unaudited interim results for the six months ended 30 June 2018.

Financial Highlights

   --     Revenue reduced by 5% on HY 2017, to GBP18.53m (HY 2017: GBP19.44m) 
   --     Gross profit reduced by 5% to GBP15.68m (HY 2017: GBP16.48m) 
   --     Adjusted EBITDA(1) down by 13% at GBP1.01m (HY 2017: GBP1.16m) 
   --     Loss per share(2) 0.5p (HY 2017: 0.6p) 
   --     Net debt GBP9.55m (FY 2017: GBP8.37m) 

1. Adjusted EBITDA excludes acquisition and restructuring costs, exceptional legal and professional costs, share based payments, gain on acquisition, security impairment, revaluation of contingent consideration, provision of vendor loan guarantee and non-recurring property costs

   2.        Loss per share on continuing and discontinued operations 

Half Year Highlights

-- Emma Kane and Brian Tyson, the founder and Managing Partner respectively of the two most profitable businesses in the Group were appointed as Joint CEOs of Porta on 26 April

-- Revenue and Gross Profit continue to be internally generated with no new acquisitions in the period

-- Positive EBITDA delivered by Newgate Abu Dhabi, Newgate Australia, Newgate Hong Kong, Newgate Singapore, Redleaf, and 2112

   --     Redleaf wholly owned from 19 June, following the acquisition of the final 19% shareholding 

-- Acquired a further 20% of Newgate Hong Kong and 4.43% of Newgate Australia, taking shareholdings to 80% and 66.71% respectively

Post Period and Outlook

   --     Internal restructuring well underway and to be completed in H2 2018 

-- The full impact of the circa GBP3m of non-performing costs removed from the UK businesses expected to be realised in Q4 2018

John Foley, Chairman of Porta Communications Plc, commented:

"Porta was bold enough to enter into a number of "start-ups" as well as making a significant number of acquisitions in order to achieve its aim of creating an integrated communications and marketing group with clear synergies between each office and business. A number of the Group's businesses are producing strong financial results, but the challenge for the new Joint CEOs is to ensure that the success that they have generated in their respective businesses becomes the case across the whole Group.

We are now in a position where we can see the end of the phase which was initiated when I became Chairman in May 2017. That phase involved the necessary internal restructuring, removal of non-performing costs and changes to senior management in April this year, so that financial performance could be achieved to support the original vision and therefore justify the considerable financial investment which has so far been incurred. The Group's balance sheet still requires some strengthening but that can now be done from a position of positive operating cashflow and a leaner and more appropriate cost base from which to deliver future profitable trading growth and sustainable, appropriate results to shareholders from 2019 onwards."

Emma Kane, Joint CEO of Porta Communications Plc, commented:

"For every full financial year since inception, Porta has experienced continuous growth in gross profit - the focus is now to drive productivity and profitability. The major elements of the necessary internal restructuring will be completed in the second half of 2018 and we are confident about the Group's immediate and future prospects. I would like to thank all our colleagues for their passion and dedication to excellence, and our clients for trusting us to build their brands and protect their reputations."

Brian Tyson, Joint CEO of Porta Communications Plc, commented:

"Emma and I have a clear vision of how we will achieve our defined strategy to operate a seamless strategic communications consultancy operating locally, nationally and internationally; our objectives are to improve the Group's productivity and profitability and to build a motivated, talented team that is passionate about being the best. We have done this in our individual businesses and are relishing working across the Group to achieve our goals."

-- ends --

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries

Porta Communications Plc

Brian Tyson, Joint CEO

Emma Kane, Joint CEORhydian Bankes, CFO

www.portacomms.com

+44 (0) 20 7680 6500

Grant Thornton UK LLP (Nominated Adviser)

Samantha Harrison

Ben Roberts

Seamus Fricker

+44 (0) 207 383 5100

N+1 Singer (Broker)

Mark Taylor

Lauren Kettle

+44 (0) 20 7496 3000

Newgate Communications (Media Enquiries)

Bob Huxford

Adam Lloyd

+44 (0) 20 7680 6500

porta@newgatecomms.com

Notes to Editors

-- Porta is a fully integrated communications agency, operating locally, nationally and internationally, with specialisms including financial, corporate and consumer public relations, public affairs and research and multi-capability marketing, brand and creative communications.

-- The group has offices in Abu Dhabi, Beijing, Brisbane, Bristol, Canberra, Cardiff, Edinburgh, Hong Kong, London, Manchester, Melbourne, Perth, Singapore, Shanghai and Sydney.

-- The brands and companies it owns are Newgate Communications, Redleaf Communications, Publicasity and 2112 Communications.

   --     Porta Communications' corporate website is www.portacomms.com 

Chairman's Review

Introduction

Since Porta Communications was founded in 2010, we have established 15 offices across 7 countries through a combination of organic growth, acquisitions and financing a number of start-ups. The Group today has approximately 1,100 clients advised by a team of 223 highly experienced communications specialists.

For every year since inception, the Group has experienced continuous growth in gross profit - the focus is now to drive productivity and profitability. From Q4 2017, we have stripped out in excess of GBP3m (net) of non-performing cost in the UK businesses. I am pleased to report that the Group made further substantial efforts to improve its internal processes and structures in the first half of 2018. It now has a much leaner, stronger and more appropriate foundation from which to deliver future profitable trading growth and sustainable, appropriate results to shareholders from 2019.

Considering the scale of the restructuring that has occurred, I am pleased to report that the consolidation of the cost base and operating structures did not materially adversely impact first half performance when compared to the first half of 2017.

Financial Overview

Both Revenue of GBP18.53m (HY2017: GBP19.44m) and Gross Profit of GBP15.68m (HY2017: GBP16.48m) were 5% lower than the previous year. As previously indicated, Adjusted EBITDA of GBP1.01m (HY2017: GBP1.16m) was 13% lower than the previous year.

The major items representing the difference between Adjusted and Reported EBITDA were centered around the restructuring of the UK businesses, namely Newgate and Publicasity - the removal of non-performing cost and the legal costs associated with doing so. Together this accounted for GBP0.9m of the adjustments to EBITDA in the period, with the majority of the balance relating to the sale of Summit Marketing Services and the relocation of Redleaf.

In June 2018, Porta acquired the final tranche of shares in Redleaf taking its ownership of this highly profitable business to 100%. This, in combination with the net repayment of GBP0.6m against the Clydesdale Bank Revolving Credit Facility ("RCF") increased the Group's net borrowings to GBP9.55m (FY2017: GBP8.37m).

The Group currently has a GBP5.2m loan with Retro Grand Limited that matured on 29 June 2018, a GBP4.6m deep discount bond with Hawk Investment Holdings Limited both at 8% coupons and a GBP3.3m RCF with Clydesdale Bank on which the Group is charged interest of 3.85% over 3-month LIBOR. The Company is currently having positive discussions with Retro Grand Limited regarding the refinancing of the GBP5.2m loan that matured on 29 June 2018 and expects to provide the market with a further update in due course.

Despite the costs associated with the consolidation of the cost base over the last nine months, it is very pleasing to see that the Group was in a position to report a net cash inflow from operating activities. Positive operating cash generation will improve further when the financial effects of necessary restructuring are complete which is anticipated to occur in the second half of 2018.

Operational Review

On 26 April 2018, Emma Kane and Brian Tyson were appointed as the Group's Joint CEOs and immediately defined a strategy to operate a seamless strategic communications consultancy operating locally, nationally and internationally; its objectives are to improve the Group's productivity and profitability and to build a motivated, talented team that is passionate about being the best.

The Joint CEOs instigated an inaugural conference in London for the heads of each of its international offices, held over four days. The event was designed to increase collaboration between teams in different geographies and across disciplines, to improve and to drive performance, and to build-out strategic products and services such as digital, data and social market research. The benefits of this forum are already being experienced.

Newgate Abu Dhabi

Newgate Abu Dhabi had a successful first six months and performed in line with expectations. The team won two major contracts in competitive tenders and worked closely with colleagues in both Asia and the UK to deliver the clients' campaigns.

Newgate Australia

Newgate Australia continued to consolidate its position as the region's leading communications consultancy against a background of a turbulent political climate and impending elections. The business performed well in the first half but behind the exceptionally strong performance experienced in 2017. The reduction in Gross Profit was offset by lower than budgeted operating expenditure. Research and Insight continue to underpin Newgate Australia's campaigns and the Australian team is spearheading the rollout of this offering outside the continent. In June, Porta acquired a further 4.43% of Newgate Australia, taking its shareholding to 66.71%.

Newgate Hong Kong

Newgate Hong Kong experienced a tremendously successful first half operating significantly ahead of management forecasts and ahead of the prior year equivalent period. The team handled two of China's largest ever IPOs as well as a major M&A take-private which contributed to its record performance. In June, Porta acquired a further 20% of Newgate Hong Kong taking its shareholdings to 80%. A new office was opened in Shanghai as part of Newgate's Greater China offering.

Newgate Singapore

Newgate Singapore is regarded as a leader in its market and has performed in line with management expectations and the prior year equivalent period. The continued strong performance enabled the company to continue to invest in the expansion of its team and senior talent growing by over 25% since the start of 2018.

Newgate UK

Emma Kane was appointed Chief Executive of Newgate UK on 26 April 2018. The UK operations have been the focus of significant management attention centred around operations and costs; the full impact will be realised from Q4 2018 with Newgate UK's monthly breakeven point having been reduced by approximately 25%.

Newgate UK is being transformed into a cohesive operation able to provide seamless communications to clients, whatever their business need. The strength of its integrated offering was recognised in the annual PRCA City and Financial Awards when its work in support of the high-profile acquisition of Imagination Technologies by Canyon Bridge won "Best M&A or Communications in Support of a Transaction". Newgate devised and delivered an integrated financial, corporate and public policy communications programme in support of the transaction that the PRCA award judges considered to be "very well thought out and strategic".

Redleaf Communications

In February 2018, Redleaf joined the other Porta UK group companies by relocating to Sky Light City Tower which will achieve an annualised saving of GBP0.2m for the Group. In June 2018, Redleaf became wholly-owned by Porta following the acquisition of the remaining 19% of the agency by the Group for GBP1m and the agency is now being fully integrated and will start operating under the Newgate brand from November 2018. Redleaf performed in line with management expectations in the first half and has enjoyed record monthly performance since relocating.

Publicasity

Publicasity did not perform in line with expectations in the first half of 2018 and a strategic review of the business was commenced and its management team restructured to reflect the increasing focus on influencer marketing and digital communications. The new management team was successful in winning three major new clients which will form the basis of the business moving forward. This business will now be integrated into Newgate to leverage the benefits that it brings both in the UK and cross-border.

2112 Communications

2112 continues to trade profitably and is ahead of the comparative period for the prior year. The business continues to benefit from a large number of loyal, long-term clients and is increasingly working with other companies within the Porta group.

Strategic Review

Porta was established with the aim of creating an integrated communications and marketing group with clear synergies between each office and business. As I have previously reported, the Group was bold enough to enter into a number of "start-ups" as well as making a significant number of acquisitions in order to achieve its aim. A number of the Group's businesses are producing strong financial results, but the challenge is to ensure that this is the case across the whole Group.

We are now in a position where we can see the end of the phase which was initiated when I became Chairman in May 2017. That phase involved the necessary internal restructuring, removal of non-performing costs and changes to senior management in April this year, so that financial performance could be achieved to support the original vision and therefore justify the considerable financial investment which has so far been incurred. The Group's balance sheet still requires some strengthening but that can now be done from a position of positive operating cashflow and a leaner and more appropriate cost base from which to deliver future profitable trading growth and sustainable, appropriate results to shareholders from 2019 onwards.

Board Changes and People

Emma Kane and Brian Tyson were appointed Joint Chief Executive of the Group on 26 April 2018. Emma is the founder and Chief Executive of Redleaf Polhill which prior to its integration with Newgate Communications was the Group's most profitable UK business. Brian is Managing Partner of Newgate Australia, the largest and most profitable company in the Group. The Group is now led by two proven operators and they are working very effectively with each other and their colleagues to achieve the Group's stated objectives. Steffan Williams who was previously the Group's Chief Executive Officer left the board on 5 May 2018.

On behalf of the Board, I would like to thank all our employees for their tremendous commitment, enthusiasm and hard work.

Outlook

The major elements of the necessary internal restructuring will be completed in the second half of 2018. The Board is confident about the Group's immediate and future prospects as a result of improved leadership, an appropriate cost base and strengthened internal structures.

 
 John R Foley 
 Chairman 
 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2018 (Unaudited)

 
                                                   Six months      Six months      Year ended 
                                                        ended           ended 
                                        Notes    30 June 2018    30 June 2017     31 December 
                                                                                         2017 
                                                          GBP             GBP             GBP 
 Continuing operations 
 Revenue                                5          18,525,308      19,440,961      40,281,716 
 Cost of sales                                    (2,840,873)     (2,964,181)     (6,073,588) 
=====================================  ======  ==============  ==============  ============== 
 Gross profit                                      15,684,435      16,476,780      34,208,128 
 Operating and administrative 
  expenses                                       (14,676,968)    (15,312,288)    (31,390,473) 
=====================================  ======  ==============  ==============  ============== 
 Adjusted EBITDA                        4           1,007,467       1,164,492       2,817,655 
 Restructuring costs, acquisition 
  costs and share based payments                    (995,860)        (62,624)       (631,422) 
 Impairments                                                -        (22,871)       (511,098) 
 Loss on disposal of fixed                            (2,608)               -               - 
  assets 
 Amortisation and depreciation                    (1,313,320)     (1,163,328)     (2,326,643) 
=====================================  ======  ==============  ==============  ============== 
 Operating loss                                   (1,304,321)        (84,331)       (651,508) 
 Finance expense                        6           (480,358)     (1,017,882)     (1,547,846) 
 Finance income                                        29,907          12,652           8,825 
 Impairment of associate                             (12,484)               -       (863,812) 
 Share of (loss)/profit 
  in associate                                              -         (7,808)          31,544 
=====================================  ======  ==============  ==============  ============== 
 Loss before taxation on 
  continuing operations                           (1,767,256)     (1,097,369)     (3,022,797) 
 Tax credit/(charge)                    7              33,028       (248,282)     (1,460,634) 
=====================================  ======  ==============  ==============  ============== 
 Loss for the period on 
  continuing operations                           (1,734,228)     (1,345,651)     (4,483,431) 
 Discontinued operations 
 Loss for the period from                                   -               -               - 
  discontinued operations 
=====================================  ======  ==============  ==============  ============== 
 Loss for the period                              (1,734,228)     (1,345,651)     (4,483,431) 
=====================================  ======  ==============  ==============  ============== 
 (Loss)/profit for the period 
  attributable to: 
     Owners of the Company                        (2,078,187)     (1,910,739)     (5,438,690) 
     Non-controlling interests                        343,959         565,088         955,259 
=====================================  ======  ==============  ==============  ============== 
                                                  (1,734,228)     (1,345,651)     (4,483,431) 
=====================================  ======  ==============  ==============  ============== 
 Other comprehensive income 
 Exchange differences arising 
  on items that may be subsequently 
  reclassified to profit 
  and loss                                              5,689        (46,343)       (122,659) 
 Total other comprehensive 
  income, net of tax                                    5,689        (46,343)       (122,659) 
=====================================  ======  ==============  ==============  ============== 
 
 Total comprehensive income 
  for the period                                  (1,728,539)     (1,391,994)     (4,606,090) 
=====================================  ======  ==============  ==============  ============== 
  Total comprehensive income 
   for the period attributable 
   to: 
      Owners of the Company                       (2,069,723)     (1,956,506)       (5,515,740) 
      Non-controlling interests                       341,184         564,512           909,650 
 ====================================  ======  ==============  ==============  ================ 
 
                                                  (1,728,539)     (1,391,994)       (4,606,090) 
 ====================================  ======  ==============  ==============  ================ 
 
  Loss per share basic and 
   diluted                              8 
 ====================================  ======  ==============  ==============  ================ 
  On continuing operations                             (0.5p)          (0.6p)            (1.4p) 
 ====================================  ======  ==============  ==============  ================ 
 
 

Condensed Consolidated Statement of Financial Position

As at 30 June 2018 (Unaudited)

 
                                  Notes   30 June 2018   30 June 2017    31 December 
                                                                                2017 
                                                   GBP            GBP            GBP 
===============================  ======  =============  =============  ============= 
 Non-current assets 
 Intangible assets                  9        9,789,100     12,202,268     10,766,349 
 Property, plant and equipment               1,149,280        901,441      1,074,766 
 Deferred tax assets                           486,246      1,568,392        621,234 
 Other non-current assets                      953,481        938,747        923,775 
 Other investments                               8,500          8,500          8,500 
 Investment in associate                             -        805,398              - 
 Total non-current assets                   12,386,607     16,424,746     13,394,624 
===============================  ======  =============  =============  ============= 
 Current assets 
 Work in progress                              797,144        644,830        792,144 
 Trade and other receivables                 9,652,750     11,090,812      8,680,195 
 Cash and cash equivalents                   1,944,062      1,689,865      3,530,007 
===============================  ======  =============  =============  ============= 
 Total current assets                       12,393,956     13,425,507     13,002,346 
===============================  ======  =============  =============  ============= 
 Current liabilities 
 Trade and other payables                  (8,634,092)    (9,591,500)    (6,839,696) 
 Current tax liabilities                     (331,149)      (706,716)      (335,809) 
 Provisions                        11                -              -      (513,807) 
 Loans and borrowings              12      (7,878,257)    (8,834,292)    (8,408,231) 
===============================  ======  =============  =============  ============= 
 Total current liabilities                (16,843,498)   (19,132,508)   (16,097,543) 
===============================  ======  =============  =============  ============= 
 Net current liabilities                   (4,449,542)    (5,707,001)    (3,095,197) 
===============================  ======  =============  =============  ============= 
 Non-current liabilities 
 Trade and other payables                    (779,832)    (1,197,961)      (921,689) 
 Deferred tax liabilities                    (602,541)    (1,018,656)      (966,448) 
 Provisions                        11                -      (777,023)              - 
 Loans and borrowings              12      (3,614,004)    (3,381,214)    (3,489,030) 
===============================  ======  =============  =============  ============= 
 Total non-current liabilities             (4,996,377)    (6,374,854)    (5,377,167) 
===============================  ======  =============  =============  ============= 
 Net assets                                  2,940,688      4,342,891      4,922,260 
===============================  ======  =============  =============  ============= 
 
 Equity 
 Share capital                     13       30,831,163     29,133,854     30,335,273 
 Share premium                              10,350,497      6,665,194      9,640,914 
 Retained losses                          (39,409,094)   (32,707,633)   (36,693,569) 
 Translation reserve                            94,737        117,556         86,273 
 Other reserves                                768,365        534,050        684,430 
===============================  ======  =============  =============  ============= 
 Total equity shareholders' 
  funds                                      2,635,668      3,743,021      4,053,321 
 Non-controlling interests                     305,020        599,870        868,939 
===============================  ======  =============  =============  ============= 
 Total equity                                2,940,688      4,342,891      4,922,260 
===============================  ======  =============  =============  ============= 
 

Condensed Consolidated Statement of Cash Flows

 
                                                 Six months      Six months     Year ended 
                                                      ended           ended    31 December 
                                               30 June 2018    30 June 2017           2017 
                                                        GBP             GBP            GBP 
==========================================   ==============  ==============  ============= 
 Cash flow from operating activities 
 Loss before taxation on continuing 
  activities                                    (1,767,257)     (1,097,369)    (3,022,797) 
 Adjusted for: 
 Non cash rents received                          (126,000)       (126,000)      (252,000) 
 Bad debt charge                                     32,290               -              - 
 Provisions utilised                                      -        (72,439)      (212,498) 
 Revaluation of Redleaf contingent 
  consideration                                           -               -       (28,296) 
 Equity settled share based payments                 38,984          60,732        120,736 
 Impairment of goodwill and other 
  tangibles                                               -               -        488,227 
 Loss on disposal of property, plant                  2,608               -              - 
  and equipment 
 Depreciation and amortisation                    1,313,320       1,163,328      2,326,643 
 Finance costs                                      431,378       1,017,882      1,547,846 
 Finance income                                    (29,907)        (12,652)        (8,825) 
 Impairment of associate                             12,484               -        863,812 
 Share of loss/(profit) in associate                      -           7,808       (31,544) 
 Profit on disposal of associate                          -               -       (11,000) 
 Unrealised foreign exchange loss/(gain)             46,506         (5,269)       (69,952) 
 Tax paid                                         (199,064)       (174,883)      (858,634) 
 (Increase)/decrease in work in 
  progress                                         (17,495)         690,474        529,441 
 Increase in trade and other receivables        (1,151,080)     (3,393,703)    (1,146,693) 
 Increase/(decrease) in trade and 
  other payables                                  1,485,245         341,749    (1,381,444) 
===========================================  ==============  ==============  ============= 
 Net cash inflow/(outflow) from 
  operating activities                               72,012     (1,600,342)    (1,146,978) 
===========================================  ==============  ==============  ============= 
 
 Cash flows from investing activities 
 Acquisition of intangible assets                  (78,859)        (97,216)      (140,378) 
 Acquisition of property, plant 
  and equipment                                   (181,307)        (69,910)      (396,849) 
 Acquisition of subsidiaries, net 
  of cash acquired                                (523,900)       (425,019)      (425,017) 
 Proceeds from sale of associate                          -               -         11,000 
 Net cash outflow from investing 
  activities                                      (784,066)       (592,145)      (951,244) 
===========================================  ==============  ==============  ============= 
 
 Cash flows from financing activities 
 Proceeds from the issue of Ordinary 
  shares                                                  -         156,809      2,978,000 
 Proceeds from loans and borrowings                       -       2,784,812      3,093,484 
 Repayment of loans and borrowings                (592,541)       (109,008)      (100,000) 
 Payment of transaction costs related 
  to loans and borrowings                                 -               -      (305,988) 
 Repayment of leases                               (63,772)        (56,150)      (129,240) 
 Dividends paid to non-controlling 
  interests                                        (56,710)       (295,725)    (1,386,065) 
 Interest received                                   27,924           2,835          8,825 
 Interest paid                                    (176,754)       (361,829)      (360,683) 
 Net financing cashflow from discontinued                 -        (90,000)              - 
  operations 
 Net cash (absorbed)/generated by 
  financing activities                            (861,853)       2,031,744      3,798,333 
===========================================  ==============  ==============  ============= 
 
 Net (decrease)/increase in cash 
  and cash equivalents                          (1,573,907)       (160,743)      1,700,111 
 Cash and cash equivalents at 1 
  January                                         3,530,007       1,854,553      1,854,553 
 Effect of exchange rate changes                   (12,038)         (3,945)       (24,657) 
===========================================  ==============  ==============  ============= 
 Cash and cash equivalents at period 
  end                                             1,944,062       1,689,865      3,530,007 
===========================================  ==============  ==============  ============= 
 

Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2018 (Unaudited)

 
 
                          Share        Share       Retained   Translation       Other     Written    Total equity   Non-controlling         Total 
                        capital      premium         losses       reserve    Reserves    put/call   shareholders'         interests        equity 
                                                                                          options           funds             (NCI) 
                                                                                         over NCI 
                            GBP          GBP            GBP           GBP         GBP         GBP             GBP               GBP           GBP 
==================  ===========  ===========  =============  ============  ==========  ==========  ==============  ================  ============ 
 Balance at 1 
  January 2018       30,335,273    9,640,914   (36,693,569)        86,273   1,346,014   (661,584)       4,053,321           868,939     4,922,260 
==================  ===========  ===========  =============  ============  ==========  ==========  ==============  ================  ============ 
 Total 
 comprehensive 
 income 
 Loss for the 
  period                     --           --    (2,078,187)            --          --          --     (2,078,187)           343,959   (1,734,228) 
 Other 
  comprehensive 
  income                     --           --             --         8,464          --          --           8,464           (2,775)         5,689 
==================  ===========  ===========  =============  ============  ==========  ==========  ==============  ================  ============ 
 Total 
  comprehensive 
  income                      -            -    (2,078,187)         8,464          --          --     (2,069,723)           341,184   (1,728,539) 
==================  ===========  ===========  =============  ============  ==========  ==========  ==============  ================  ============ 
 Transactions with 
 owners 
  Issue of 
   Ordinary shares 
   in relation to 
   business 
   combinations         456,344      649,868              -             -           -           -       1,106,212                 -     1,106,212 
  Issue of 
   Ordinary shares 
   in settlement 
   of other 
   costs                 39,546       59,715              -             -           -           -          99,261                 -        99,261 
  Dividends 
   declared to 
   non-controlling 
   interests                 --           --             --            --          --          --              --         (391,351)     (391,351) 
  Share based 
   payments - 
   expense in year           --           --             --            --      38,984          --          38,984                --        38,984 
  Share based 
   payments - 
   forfeited 
   options                   --           --         36,395            --    (36,395)          --              --                --            -- 
  Acquisition of 
   non-controlling 
   interest 
   without a 
   change 
   in control                --           --      (535,433)            --   (718,538)     661,584       (592,387)         (513,752)   (1,106,139) 
  Transfer between 
   reserves                  --           --      (138,300)            --     138,300           -              --                --            -- 
 Total 
  transactions 
  with 
  owners                495,890      709,583      (637,338)             -   (577,649)     661,584         652,070         (905,103)     (253,033) 
==================  ===========  ===========  =============  ============  ==========  ==========  ==============  ================  ============ 
 Balance at 30 
  June 2018          30,831,163   10,350,497   (39,409,094)        94,737     768,365           -       2,635,668           305,020     2,940,688 
==================  ===========  ===========  =============  ============  ==========  ==========  ==============  ================  ============ 
 
 
 Statement of changes in equity for the period ended 
  30 June 2017: 
                          Share       Share       Retained   Translation       Other       Written           Total   Non-controlling         Total 
                        capital     premium         losses       reserve    Reserves     put/ call          equity         interests        equity 
                                                                                           options   shareholders' 
                                                                                          over NCI           funds 
                            GBP         GBP            GBP           GBP         GBP           GBP             GBP               GBP           GBP 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance at 1 
  January 2017       28,860,412   5,826,561   (30,402,996)       163,323   1,324,583   (1,207,752)       4,564,131         1,642,728     6,206,859 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
 comprehensive 
 income 
 Loss for the 
  period                     --          --    (1,910,739)            --          --            --     (1,910,739)           565,088   (1,345,651) 
 Other 
  comprehensive 
  income                     --          --             --      (45,767)          --            --        (45,767)             (576)      (46,343) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
  comprehensive 
  income                     --          --    (1,910,739)      (45,767)          --            --     (1,956,506)           564,512   (1,391,994) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Transactions with 
 owners: 
  Issue of 
   Ordinary shares       41,755     115,054              -            --           -            --         156,809                --       156,809 
  Issue of 
   Ordinary shares 
   in settlement 
   of loan              124,764     405,483             --            --          --            --         530,247                --       530,247 
  Dividends 
   declared to 
   non-controlling 
   interests                 --          --             --            --          --            --              --       (1,219,762)   (1,219,762) 
  Share based 
   payments                  --          --             --            --      60,732            --          60,732                --        60,732 
  Acquisition of 
   non-controlling 
   interest 
   without a 
   change 
   in control           106,923     318,096      (462,429)            --   (121,150)       546,168         387,608         (387,608)            -- 
  Transfer between 
   reserves                  --          --         68,531            --    (68,531)            --               -                --             - 
 Total 
  transactions 
  with 
  owners                273,442     838,633      (393,898)            --   (128,949)       546,168       1,135,396       (1,607,370)     (471,974) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance at 30 
  June 2017          29,133,854   6,665,194   (32,707,633)       117,556   1,195,634     (661,584)       3,743,021           599,870     4,342,891 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 
 
 Statement of changes in equity for the year ended 
  30 December 2017: 
                          Share       Share       Retained   Translation       Other       Written           Total   Non-controlling         Total 
                        capital     premium         losses       reserve    Reserves     put/ call          equity         interests        equity 
                                                                                           options   shareholders' 
                                                                                          over NCI           funds 
                            GBP         GBP            GBP           GBP         GBP           GBP             GBP               GBP           GBP 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance at 1 
  January 2017       28,860,412   5,826,561   (30,402,996)       163,323   1,324,583   (1,207,752)       4,564,131         1,642,728     6,206,859 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
 comprehensive 
 income 
 Loss for the 
  period                     --          --    (5,438,690)            --          --            --     (5,438,690)           955,259   (4,483,431) 
 Other 
  comprehensive 
  income                     --          --             --      (77,050)          --            --        (77,050)          (45,609)     (122,659) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Total 
  comprehensive 
  income                     --          --    (5,438,690)      (77,050)          --            --     (5,515,740)           909,650   (4,606,090) 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Transactions with 
 owners: 
  Proceeds from 
   shares issued        857,143   2,142,857              -            --           -            --       3,000,000                --     3,000,000 
  Issue of 
   Ordinary shares 
   in settlement 
   of loans             333,093     926,307              -             -           -             -       1,259,400                --     1,259,400 
  Issue of 
   Ordinary shares 
   in relation to 
   business 
   combinations         187,838     514,556             --            --          --            --         702,394                --       702,394 
  Issue of 
   Ordinary shares 
   in settlement 
   of other 
   costs                 96,787     252,633             --            --          --            --         349,420                --       349,420 
  Issue costs                --    (22.000)             --            --          --            --        (22,000)                --      (22,000) 
  Dividends 
   declared to 
   non-controlling 
   interests                 --          --             --            --          --            --              --       (1,386,065)   (1,386,065) 
  Share based 
   payments - 
   expense in year           --          --             --            --     120,736            --         120,736                --       120,736 
  Share based 
   payments - 
   forfeited 
   options                   --          --        142,200            --   (142,200)            --              --                --            -- 
  Acquisition of 
   non-controlling 
   interest 
   without a 
   change 
   in control                --          --      (830,038)            --   (121,150)       546,168       (405,020)         (297,374)     (702,394) 
  Transfer between 
   reserves                  --          --      (164,045)            --     164,045            --               -                --             - 
 Total 
  transactions 
  with 
  owners              1,474,861   3,814,353      (851,883)            --      21,431       546,168       5,004,930       (1,683,439)     3,321,491 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 Balance at 30 
  December 
  2017               30,335,273   9,640,914   (36,693,569)        86,273   1,346,014     (661,584)       4,053,321           868,939     4,922,260 
==================  ===========  ==========  =============  ============  ==========  ============  ==============  ================  ============ 
 

Notes to the Condensed Consolidated Interim Financial Report

For the six months ended 30 June 2018 (Unaudited)

1. Corporate information

The interim condensed consolidated financial statements of Porta Communications Plc and its subsidiaries (collectively, the Group) for the six-month period ended 30 June 2018 were authorised for issue in accordance with a resolution of the Directors on 4 September 2018.

Porta Communications Plc ('the Company') is a public company domiciled in the United Kingdom whose shares are publicly traded on the AIM market of the London Stock Exchange. The Group is primarily involved in providing communication, advertising and marketing services.

2. Basis of preparation

(a) Statement of compliance

The condensed consolidated interim financial report for the six month period ended 30 June 2018 has been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to understanding the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2017. This condensed consolidated interim financial report does not include all of the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

The financial information presented herein does not constitute full statutory accounts under section 434 of the Companies Act 2006. This condensed consolidated financial report is unaudited. The financial information in respect of the previous year ended 31 December 2017 has been extracted from the consolidated statutory accounts of the Company for that period and have been delivered to the Registrar of Companies. The Group's Independent Auditor's report on those accounts was unmodified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006.

(b) Judgments and estimates

Preparing the condensed consolidated interim financial report requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing this condensed consolidated interim financial report, significant judgments were made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2017.

(c) Headline measures

Consistent with previous years and periods, adjusted EBITDA is included as a key metric for understanding the Group's performance. Adjusted EBITDA is the results of the Group before start-up losses, acquisition costs, restructuring costs, non-recurring property costs, legal and other consultancy costs, share based payments and impairments.

A reconciliation between operating loss and adjusted EBITDA is presented in note 4. In addition to this, earnings per share is presented in note 8. Headline measures in this report are not defined terms under IFRS and may not be compared with similarly titled measures reported by other companies.

3. Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2017, as described in those annual financial statements. The adoption of new standards and interpretations effective as of 1 January 2018 had no material impact on the comparative figures.

4. Reconciliation of operating loss to EBITDA and to adjusted EBITDA

 
                                          Six months      Six months     Year ended 
                                               ended           ended    31 December 
                                        30 June 2018    30 June 2017           2017 
 Continuing operations:                          GBP             GBP            GBP 
====================================  ==============  ==============  ============= 
 Operating loss:                         (1,304,321)        (84,331)      (651,508) 
 Add back: 
 Impairments                                       -               -        488,227 
 Loss on disposal of fixed                     2,608               -              - 
  assets 
 Depreciation and amortisation             1,313,320       1,163,328      2,326,643 
====================================  ==============  ==============  ============= 
 EBITDA from continuing operations            11,607       1,078,997      2,163,362 
 Add back: 
 Restructuring and acquisition 
  costs 
 Acquisition costs                               100           6,809              - 
 Reorganisation costs                        791,534          42,322        607,367 
 Non-recurring property costs                 63,085               -              - 
 Legal and professional consultancy 
  costs                                      102,155          25,200          3,517 
 Revaluation of contingent 
  consideration                                    -               -       (28,296) 
 Provision for vendor loan 
  guarantee                                        -        (72,439)       (71,902) 
 Share based payments                         38,986          60,732        120,736 
 Security impairment                               -          22,871         22,871 
====================================  ==============  ==============  ============= 
 Adjusted EBITDA                           1,007,467       1,164,492      2,817,655 
====================================  ==============  ==============  ============= 
 

5. Segmental reporting

Business segments

The following tables present revenue, gross profit and reportable results (operating profit) for the Group's operational segments:

 
 Six months ended 30    Communications          Marketing   Head office         Total 
  June 2018                               and Advertising 
                                   GBP                GBP           GBP           GBP 
=====================  ===============  =================  ============  ============ 
 Total revenue              16,866,350          2,009,071       478,875    19,354,296 
 Less: Inter-segment 
  revenue                    (299,687)           (50,426)     (478,875)     (828,988) 
=====================  ===============  =================  ============  ============ 
 Reportable segment 
  revenue                   16,566,663          1,958,645            --    18,525,308 
 Reportable segment 
  gross profit              14,224,285          1,460,150            --    15,684,435 
 Reportable segment 
  results                    (620,279)             76,430     (760,472)   (1,304,321) 
 
 Six months ended 30    Communications          Marketing   Head office         Total 
  June 2017                               and Advertising 
                                   GBP                GBP           GBP           GBP 
=====================  ===============  =================  ============  ============ 
 Total revenue              17,983,330          1,895,212     1,449,644    21,328,186 
 Less: Inter-segment 
  revenue                    (381,239)           (56,342)   (1,449,644)   (1,887,225) 
=====================  ===============  =================  ============  ============ 
 Reportable segment 
  revenue                   17,602,091          1,838,870            --    19,440,961 
 Reportable segment 
  gross profit              15,137,156          1,339,624            --    16,476,780 
 Reportable segment 
  results                      730,942           (14,373)     (800,900)      (84,331) 
=====================  ===============  =================  ============  ============ 
 
 
 Year ended 31 December    Communications          Marketing   Head office        Total 
  2017                                       and Advertising 
                                      GBP                GBP           GBP          GBP 
========================  ===============  =================  ============  =========== 
 Total revenue                 36,469,657          3,985,820       696,238   41,151,715 
 Less: Inter-segment 
  revenue                        (84,548)           (89,213)     (696,238)    (869,999) 
========================  ===============  =================  ============  =========== 
 Reportable segment 
  revenue                      36,385,109          3,896,607            --   40,281,716 
 Reportable segment 
  gross profit                 31,448,311          2,762,388       (2,571)   34,208,128 
 Reportable segment 
  results                       1,892,908            194,676   (2,739,092)    (651,508) 
========================  ===============  =================  ============  =========== 
 

The following table below presents assets and liabilities information for the Group's operating segments as at 30 June 2018, 30 June 2017 and 31 December 2017 respectively. Intercompany balances have been netted off against the individual segments rather than grossed up and shown separately:

 
 
 Six months ended          Communications          Marketing    Head office          Total 
  30 June 2018                               and Advertising 
                                      GBP                GBP            GBP            GBP 
========================  ===============  =================  =============  ============= 
 Reportable segment 
  assets                       19,679,428          2,443,011      2,658,124     24,780,563 
 Reportable segment 
  liabilities                 (7,005,311)          (956,344)   (13,878,220)   (21,839,875) 
========================  ===============  =================  =============  ============= 
 
 Six months ended          Communications          Marketing    Head office          Total 
  30 June 2017                               and Advertising 
                                      GBP                GBP            GBP            GBP 
========================  ===============  =================  =============  ============= 
 Reportable segment 
  assets                       22,451,383          2,303,277      5,095,593     29,850,253 
 Reportable segment 
  liabilities                 (8,835,099)          (927,715)   (15,744,548)   (25,507,362) 
========================  ===============  =================  =============  ============= 
 
 Year ended 31 December    Communications          Marketing    Head office          Total 
  2017                                       and Advertising 
                                      GBP                GBP            GBP            GBP 
========================  ===============  =================  =============  ============= 
 Reportable segment 
  assets                       20,121,204          2,494,876      3,780,890     26,396,970 
 Reportable segment 
  liabilities                 (6,003,475)        (1,360,849)   (14,110,386)   (21,474,710) 
========================  ===============  =================  =============  ============= 
 

Geographical segments

The analysis of results and assets by geographic region, based on the location of the operating company, is as follows:

 
 Six months ended 30 June                    UK       EMEA   Asia-Pacific         Total 
  2018 
                                            GBP        GBP            GBP           GBP 
=================================  ============  =========  =============  ============ 
 Revenue                              9,972,930    222,381      8,329,997    18,525,308 
 Gross profit                         8,173,958    203,915      7,306,562    15,684,435 
 (Loss)/profit on continuing 
  operations before tax             (2,722,371)     34,941        920,174   (1,767,256) 
 Loss on discontinued operations             --         --             --            -- 
  before tax 
=================================  ============  =========  =============  ============ 
 
 Six months ended 30 June                    UK       EMEA   Asia-Pacific         Total 
  2017 
                                            GBP        GBP            GBP           GBP 
=================================  ============  =========  =============  ============ 
 Revenue                             10,865,531    178,921      8,396,509    19,440,961 
 Gross profit                         8,829,508    145,857      7,501,415    16,476,780 
 (Loss)/profit on continuing 
  operations before tax             (2,608,795)    (4,572)      1,515,998   (1,097,369) 
 Loss on discontinued operations              -         --             --             - 
  before tax 
=================================  ============  =========  =============  ============ 
 
                                             UK       EMEA   Asia-Pacific         Total 
  Year ended 31 December 2017 
                                            GBP        GBP            GBP           GBP 
=================================  ============  =========  =============  ============ 
 Revenue                             22,956,842    261,212     17,063,662    40,281,716 
 Gross profit                        18,637,015    226,849     15,344,264    34,208,128 
 (Loss)/profit on continuing 
  operations before tax             (5,386,585)   (56,516)      2,420,304   (3,022,797) 
 Loss on discontinued operations              -         --             --             - 
  before tax 
=================================  ============  =========  =============  ============ 
 

6. Finance expense

 
                                         Six months      Six months     Year ended 
                                              ended           ended    31 December 
                                       30 June 2018    30 June 2017           2017 
                                                GBP             GBP            GBP 
===================================  ==============  ==============  ============= 
 Interest on financial liabilities 
  measured at amortised cost                431,378         605,140      1,197,871 
 Clydesdale arrangement fees and 
  Leumi termination fees                          -         312,617        305,988 
 Other interest                                   -         100,125              - 
 Net foreign exchange loss                   48,980               -         43,987 
===================================  ==============  ==============  ============= 
                                            480,358       1,017,882      1,547,846 
===================================  ==============  ==============  ============= 
 

7. Income tax expense

The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim Condensed Consolidated Statement of Comprehensive Income are:

 
                                           Six months   Six months     Year ended 
                                                ended        ended    31 December 
                                         30 June 2018      30 June           2017 
                                                              2017 
 Income taxes                                     GBP          GBP            GBP 
=====================================  ==============  ===========  ============= 
 Current income tax charge                  (195,660)    (578,397)      (894,055) 
 Deferred income tax credit/(charge)          228,688      330,115      (566,579) 
=====================================  ==============  ===========  ============= 
 Income tax credit/(charge) for 
  the period                                   33,028    (248,282)    (1,460,634) 
=====================================  ==============  ===========  ============= 
 

8. Loss per share

The loss per share has been calculated using the weighted average number of shares in issue during the relevant financial period. The weighted number of equity shares in issue and the loss after tax attributable to ordinary shareholders, used in these calculations, are as follows:

 
                                        Six months   Six months ended     Year ended 
                                             ended       30 June 2017    31 December 
                                      30 June 2018                              2017 
                                            Number             Number         Number 
=================================   ==============  =================  ============= 
 Weighted average number 
  of shares (ordinary and 
  dilutive)                            461,316,159        323,126,987    378,394,062 
==================================  ==============  =================  ============= 
 
                                               GBP                GBP            GBP 
=================================   ==============  =================  ============= 
 Loss on continuing activities 
  after tax                            (1,734,228)        (1,910,739)    (5,438,690) 
 Loss on discontinued activities                 -                  -              - 
  after tax 
 Loss on continuing and 
  discontinued activities 
  after tax                            (1,734,228)        (1,910,739)    (5,438,690) 
==================================  ==============  =================  ============= 
 

No share options outstanding at 30 June 2018, 30 June 2017 or 31 December 2017 were dilutive and all such potential ordinary shares are therefore excluded from the weighted average number of ordinary shares for the purposes of calculating diluted earnings per share. Details of share options outstanding are given in note 14.

9. Intangible assets

 
                                                                         Websites, 
                                              Customer                    software 
                             Goodwill    relationships      Brands    and licences        Total 
 Cost                             GBP              GBP         GBP             GBP          GBP 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 1 January 2017          8,240,898        9,380,000   3,187,000         451,268   21,259,166 
 Additions in the period            -                -           -          97,216       97,216 
 Translation differences     (34,359)                -           -            (44)     (34,403) 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 30 June 2017            8,206,539        9,380,000   3,187,000         548,440   21,321,979 
 Additions in the period           --               --          --          43,162       43,162 
 Disposals in the period            -        (250,000)           -        (63,395)    (313,395) 
 Translation differences     (23,549)               --           -            (72)     (23,621) 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 31 December 2017        8,182,990        9,130,000   3,187,000         528,135   21,028,125 
 Additions in the period           --               --          --          67,740       67,740 
 Disposals in the period    (346,858)                -           -         (6,746)    (353,604) 
 Translation differences       10,618               --          --              27       10,645 
=========================  ==========  ===============  ==========  ==============  =========== 
 At 30 June 2018            7,846,750        9,130,000   3,187,000         589,156   20,752,906 
=========================  ==========  ===============  ==========  ==============  =========== 
 
 
 
 Amortisation and impairment          GBP         GBP         GBP        GBP          GBP 
=============================  ==========  ==========  ==========  =========  =========== 
 At 1 January 2017                935,559   5,251,978   1,725,073    248,924    8,161,534 
 Charge for the period                  -     802,338     108,850     47,021      958,209 
 Translation differences                -           -           -       (32)         (32) 
=============================  ==========  ==========  ==========  =========  =========== 
 At 30 June 2017                  935,559   6,054,316   1,833,923    295,913    9,119,711 
=============================  ==========  ==========  ==========  =========  =========== 
 Charge for the period                  -     807,337     114,100     45,849      967,286 
 Eliminated on disposal                 -   (250,000)           -   (63,395)    (313,395) 
 Impairment                       488,227           -           -          -      488,227 
 Translation differences                -          --          --       (53)         (53) 
=============================  ==========  ==========  ==========  =========  =========== 
 At 31 December 2017            1,423,786   6,611,653   1,948,023    278,314   10,261,776 
 Charge for the period                  -     890,996      98,496     63,541    1,053,033 
 Eliminated on disposal         (346,858)           -           -    (4,137)    (350,995) 
 Translation differences                -           -           -        (8)          (8) 
=============================  ==========  ==========  ==========  =========  =========== 
 At 30 June 2018                1,076,928   7,502,649   2,046,519    337,710   10,963,806 
=============================  ==========  ==========  ==========  =========  =========== 
 
 
 
 Net book value               GBP         GBP         GBP       GBP          GBP 
=====================  ==========  ==========  ==========  ========  =========== 
 At 1 January 2017      7,305,339   4,128,022   1,461,927   202,344   13,097,632 
=====================  ==========  ==========  ==========  ========  =========== 
 At 30 June 2017        7,270,980   3,325,684   1,353,077   252,527   12,202,268 
=====================  ==========  ==========  ==========  ========  =========== 
 At 31 December 2017    6,759,204   2,518,347   1,238,977   249,821   10,766,349 
=====================  ==========  ==========  ==========  ========  =========== 
 At 30 June 2018        6,769,822   1,627,351   1,140,481   251,456    9,789,100 
=====================  ==========  ==========  ==========  ========  =========== 
 

There were no impairment indicators at 30 June 2018 for cash generating units to which goodwill has been allocated.

On 7 February 2018, Newgate Media Holdings Limited, an indirect subsidiary of Porta, sold its holding of 85 A Ordinary Shares and 15 B Ordinary Shares in the capital of Summit Marketing Services Limited to the director of Summit for a cash consideration of GBP1. As a result, the goodwill purchased on the original acquisition of Summit has been disposed of in the period.

10. Property, plant and equipment

During the six months ended 30 June 2018, the Group acquired assets with a cost of GBP347,678 (six months ended 30 June 2017: GBP69,910 and year ended 31 December 2017: GBP448,855).

11. Provisions

 
 Current liabilities                 30 June 2018     30 June   31 December 
                                                         2017          2017 
                                              GBP         GBP           GBP 
===============================    ==============  ==========  ============ 
 At 1 January                             513,807           -             - 
 Utilised in the period                 (523,900)           -             - 
 Charged/(released) in the 
  period: 
   Amortisation of put/call                10,093           -             - 
    agreement 
 Transferred from long term 
  provisions                                    -           -       513,807 
=================================    ============  ==========  ============ 
                                                -           -       513,807 
   ==============================================  ==========  ============ 
 
 
 Non-current liabilities             30 June 2018     30 June   31 December 
                                                         2017          2017 
                                              GBP         GBP           GBP 
===============================    ==============  ==========  ============ 
 At 1 January                                   -   1,328,436     1,328,436 
 Utilised in the period                         -   (515,019)     (707,629) 
 Charged/(released) in the 
  period: 
   Amortisation of put/call 
    agreement                                   -      36,045        72,090 
   Other charges in the period                  -    (72,439)     (150,794) 
   Amortisation of put/call 
    agreement                                   -           -      (28,296) 
 Transferred to short term 
  provisions                                    -           -     (513,807) 
=================================    ============  ==========  ============ 
                                                -     777,023             - 
   ==============================================  ==========  ============ 
 

12. Loans and borrowings

 
                                30 June 2018     30 June   31 December 
                                                    2017          2017 
                                         GBP         GBP           GBP 
===========================    =============  ==========  ============ 
 Current liabilities 
 Convertible loan                  5,289,673   5,602,106     5,184,550 
 Bank overdraft(1)                 2,490,000   2,784,812     3,093,484 
 Loan - related party                      -     311,375             - 
---------------------------    -------------  ----------  ------------ 
 Loan                                 20,622      20,946        20,185 
 Obligations under finance 
  leases                              77,962     115,053       110,012 
=============================  =============  ==========  ============ 
                                   7,878,257   8,834,292     8,408,231 
  ===========================  =============  ==========  ============ 
 Non-current liabilities 
 Deep discounted bond              3,597,879   3,307,515     3,463,156 
 Obligations under finance 
  leases                              16,125      73,699        25,874 
=============================  =============  ==========  ============ 
                                   3,614,004   3,381,214     3,489,030 
  ===========================  =============  ==========  ============ 
 

(1) The bank overdraft is a five year GBP3.3m revolving credit facility with Clydesdale Bank Plc. This facility includes a margin of 3.85% over a 3 month LIBOR.

Terms and debt repayment schedule

 
                                               30 June 2018           30 June 2017         31 December 2017 
                   Nominal       Year      Face Value   Carrying  Face Value   Carrying  Face Value   Carrying 
                   Interest   of maturity                 Amount                 Amount                 Amount 
                     Rate 
================  =========  ============  ==========  =========  ==========  =========  ==========  ========= 
Deep discounted 
 bond                8%          2021       4,460,243  3,597,879   4,110,000  3,307,515   4,460,243  3,463,156 
Convertible 
 loan                8%          2018       5,183,415  5,289,673   5,183,415  5,602,106   5,183,415  5,184,550 
Loan - related 
 party               12%         2017               -          -     257,707    311,375           -          - 
Loan (AED)           60%         2018          18,955     20,622      18,955     20,946      18,955     20,185 
                                            9,662,613  8,908,174   9,570,077  9,241,942   9,662,613  8,667,891 
================  =========  ============  ==========  =========  ==========  =========  ==========  ========= 
 

All debt is repayable in Pounds Sterling (GBP) unless otherwise stated. The related party loans are secured over all current and future assets of all companies within the Group.

13. Capital and Reserves

On 30 April 2018, the Company issued 3,954,619 Ordinary shares of 1p each to two former employees of PPS Group Limited.

On 19 June 2018, the Company issued the following:

-- 23,493,273 Ordinary shares of 1p each, which was 50% of the total consideration of GBP1,047,800, to acquire an additional 19% interest in Redleaf Polhill Limited;

-- 12,861,278 Ordinary shares of 1p each to acquire an additional 4.428% interest in Newgate Communications Pty Limited; and

-- 9,279,895 Ordinary shares of 1p each to acquire an additional 20% interest in Newgate Communications (HK) Limited.

There have been no further changes in the share capital since the period end.

The movement in Ordinary shares for the period reconciles as follows:

 
                                     Number   GBP nominal 
                                                    value 
============================   ============  ============ 
 At 1 January 2018              456,936,050     4,569,361 
 New issues during the year      49,589,065       495,890 
=============================  ============  ============ 
 At 30 June 2018                506,525,115     5,065,251 
=============================  ============  ============ 
 

Allotted, called up and fully paid

 
 30 June 2018                            Number   GBP nominal 
                                                        value 
==============================   ==============  ============ 
 Ordinary shares of 1p each         506,525,115     5,065,251 
 Deferred shares of 0.9p each     2,862,879,050    25,765,912 
===============================  ==============  ============ 
                                  3,369,404,165    30,831,163 
 ==============================  ==============  ============ 
 
 
 30 June 2017                            Number   GBP nominal 
                                                        value 
==============================   ==============  ============ 
 Ordinary shares of 10p each        336,794,184     3,367,942 
 Deferred shares of 0.9p each     2,862,879,050    25,765,912 
===============================  ==============  ============ 
                                  3,199,673,234    29,133,854 
 ==============================  ==============  ============ 
 
 31 December 2017                        Number   GBP nominal 
                                                        value 
==============================   ==============  ============ 
 Ordinary shares of 1p each         456,936,050     4,569,361 
 Deferred shares of 0.9p each     2,862,879,050    25,765,912 
===============================  ==============  ============ 
                                  3,319,815,100    30,335,273 
 ==============================  ==============  ============ 
 

14. Share based payments

 
 30 June 2018                                       Weighted average 
                                Number of Options     exercise price 
=============================  ==================  ================= 
 Balance at 1 January 2018             23,151,341             18.61p 
 Forfeited during the period          (1,645,000)             10.00p 
=============================  ==================  ================= 
 Balance at 30 June 2018               21,506,341             19.26p 
=============================  ==================  ================= 
 
 
 30 June 2017 and 31 December 2017 
                                                            Weighted average 
                                      Number of Options       exercise price 
===================================  ==================  =================== 
 Balance at 1 January 2017                   24,571,341               18.11p 
 Forfeited during the period                (2,400,000)               10.00p 
===================================  ==================  =================== 
 Balance at 30 June 2017                     22,171,341               18.99p 
 Reversal of forfeiture                         980,000               10.00p 
===================================  ==================  =================== 
 Balance at 31 December 2017                 23,151,341               18.61p 
===================================  ==================  =================== 
 

15. Related party transactions

Key management personnel

All related party transactions with respect to Key management personnel (both nature and amounts) are consistent with those reported in the Group's consolidated statutory accounts for the year ended 31 December 2017.

Other related party transactions

On 31 January 2018, John Foley, the Non-Executive Chairman of the Company, purchased 4,700,000 Ordinary shares of 1p each at a price of 3.5p per share.

On 1 May 2018, Emma Kane, the Joint Chief Executive of the Company, purchased 1,538,462 Ordinary shares of 1p each at a price of 3.25p per share.

Of the 23,493,273 shares issued on 19 June 2018, by way of consideration to acquire an additional 19% interest in Redleaf Polhill Limited ("Redleaf"), 21,158,042 were issued to Emma Kane and to persons closely associated ("PCAs") with her. Following this issue, Emma (together with PCAs) is beneficially interested in 22,696,504 Ordinary shares representing 4.48 per cent. of the issued share capital of the Company.

Between Emma's appointment to the board and the period end, Redleaf declared dividends to Emma, and PCAs with her, of GBP14,940 and paid GBP11,698. Therefore GBP3,242 were still owed at the period end.

During the period Redleaf paid Barbican Centre Trust Ltd, a registered charity and company of which Emma is the Chairman, GBP3,000 for Corporate membership.

Newgate Communications Pty Limited ("Newgate Australia") declared dividends of GBP64,084 (A$114,265) on 19 June 2018 to Brian Tyson. As at 30 June 2018, dividends payable of GBP178,774 (A$318,491) were still owed to Brian.

On 19 June 2018, 2,088,360 shares were issued to Brian Tyson in relation to Porta's further acquisition of Newgate Australia at a cost of GBP54,924.

During the period, the Group was invoiced GBP3,707 (A$6,600) for flowers by Buds and Poppies, a florist company owned by the wife of Brian Tyson. An annual membership fee of GBP4,763 (A$7,500) was paid to the Committee for Sydney, of which Brian Tyson is also a director.

All other related party transactions (both nature and amounts) are consistent with those reported in the Group's consolidated statutory accounts for the year ended 31 December 2017.

16. Publication

A copy of this report is available from the Company's website at www.portacomms.com and is available in hard copy on application to the Company's offices.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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September 04, 2018 02:01 ET (06:01 GMT)

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