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R4E Reach4entertainment Enterprises Plc

0.225
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Reach4entertainment Enterprises Plc LSE:R4E London Ordinary Share GB00B1HLCW86 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.225 0.20 0.25 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Reach4Entertainment Enterprises PLC Interim Results (0453O)

30/09/2019 7:01am

UK Regulatory


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TIDMR4E

RNS Number : 0453O

Reach4Entertainment Enterprises PLC

30 September 2019

This announcement contains inside information 30 September 2019

reach4entertainment enterprises plc

("r4e" or the "Company" or the "Group")

Unaudited interim results for the six months ended 30 June 2019

The stage is set for continued strong growth

reach4entertainment enterprises plc, the integrated, live entertainment communications group, today announces its unaudited interim results for the six months ended 30 June 2019.

Financial Highlights:

   --      Revenue of GBP56.82 million, up 60.6% (H1 2018: GBP35.37 million) 
   --      Net revenue of GBP19.35 million, up 37.1% (H1 2018: GBP14.11 million) 

-- Gross profit margin of 21.2% (H1 2018: 24.3%) on revenues and 62.2% (H1 2018: 60.8%) on net revenues

-- Adjusted EBITDA* of GBP1.87 million. Adjusted EBITDA before IFRS 16** of GBP1.19 million (H1 2018: GBP0.44 million)

-- Loss for the period of GBP0.44 million, before IFRS 16** a loss of GBP0.19 million (H1 2018 a loss of: GBP0.45 million)

Operational Highlights:

-- Completed acquisition of Agency Press Ltd (trading as 'Sold Out') for initial consideration of GBP3.94 million cash

-- Raised GBP3 million via placing of new ordinary shares to partly fund Sold Out initial consideration

   --      Acquired 50% stake in sports media production company, Buzz 16 Ltd 

-- New York theatre agency SpotCo won 17 new shows, including the Music Man and Audible Theatre

-- London Theatre agency Dewynters launched 15 new projects, including Joseph and the Amazing Technicolour Dreamcoat, The Light in the Piazza, Big and the new Turbine Theatre

-- Newman Displays awarded contracts for design work for new screens at the Old Vic and refurbishment and signage at the Roundhouse and continues to increase market share of theatre and movie work

* Adjusted EBITDA is stated before exceptional administrative items (see note 2) and share-based payment charges

** Pre-IFRS 16 figures stated before impact of IFRS 16 'Leases' on 2019 results. See notes to report for full explanation

Marc Boyan, CEO of r4e, commented: "The success of the turnaround strategy has been demonstrated through the significant jump in Group revenue and EBITDA. Whilst the performance of the traditional business is much improved, the decision to expand into the broader area of live entertainment is delivering new clients and opportunities. With our agencies securing a number of new mandates in the first half, the Group is on track to meet its market expectations for the full year."

Lord Michael Grade, Non-Executive Chairman of r4e, commented: "The Board has been pleased with the Group's progress in the first half. The operational changes implemented in 2018 are bearing fruit and the acquisition of Sold Out and partnership with Buzz 16, both of which completed during the period, have created new dynamics which we expect to unlock new areas of growth. We look forward to the rest of the year with confidence."

For information, please contact:

 
 reach4entertainment enterprises 
  plc 
  Marc Boyan, CEO 
  Paul Summers, COO                 +44 (0)20 7968 1655 
 
                                    +44 (0)7946 424 
 Yellow Jersey PR                    651 
 Charles Goodwin                    r4e@yellowjerseypr.com 
 Harriet Jackson 
 Annabel Atkins 
 
 
 Grant Thornton, NOMAD              +44 (0)20 7383 5100 
 Philip Secrett 
 Seamus Fricker 
 
 Dowgate Capital, Broker            +44 (0)20 3903 7715 
 David Poutney 
  James Serjeant 
 

CHIEF EXECUTIVE OFFICER'S STATEMENT

Introduction

The Group made good progress during the period in executing its growth strategy and improving on its financial performance. r4e has expanded its position within the live entertainment sector and the changes implemented across the Group in 2018 are helping to achieve the Board's targets of profitability, improved client servicing and each agency increasing their client portfolio.

Improved financial performance when compared to 30 June 2018 (before accounting for IFRS 16 see the impact table in the notes to this report):

   --      Gross margin increase of GBP3.45 million or 40.3% 

-- Adjusted EBITDA(#) and EBITDA increase of GBP0.8 million (after IFRS 16 an increase of GBP1.4 million)

   --      Operating profit increase of GBP0.62 million (after IFRS 16 an increase of GBP0.56 million) 
   --      Loss before tax decrease of GBP0.57 million (after IFRS 16 a decrease of GBP0.31 million) 

Across the Group, the individual agencies all delivered revenue growth. Gross margin has improved in actual terms as well as on a percentage of net revenues from 60.8% to 62.2%, a measure we use internally to track to the performance of the business net of third-party pass-through costs which reflects the management team's focus on margin improvement.

Net results when extracting media pass through costs:

 
                                                      HY Jun    HY Jun                   FY Dec 
                                                        2019      2018                     2018 
                                                     GBP'000   GBP'000  HY % movement   GBP'000 
Revenue                                               56,815    35,370         +60.6%    76,718 
Third party costs                                   (37,462)  (21,260)         +76.2%  (45,882) 
 
Net revenue                                           19,353    14,110         +37.2%    30,836 
Cost of sales                                        (7,318)   (5,529)         +32.4%  (11,554) 
                                                    --------  --------                 -------- 
Gross profit                                          12,035     8,581         +40.3%    19,282 
GP % of net revenue                                    62.2%     60.8%          +2.3%    62.53% 
                                                    --------  --------                 -------- 
Adjusted EBITDA(#) (pre IFRS 16)                       1,192       440        +170.9%     1,886 
Adjusted EBITDA(#) (pre IFRS16) % of net revenue        6.2%      3.1%        +100.2%      6.1% 
 

The success of the Group's turnaround in 2018 led to an improved financial performance in the first half of 2019 when measured before the effects of IFRS 16 which came into effect from 1 January 2019. This was driven in part by the additional contribution from Sold Out which was acquired in March 2019. On a like for like basis (excluding changes under IFRS 16 and Sold Out), Adjusted EBITDA increased 107% from GBP0.44 million to GBP0.89 million (see IFRS 16 impact table in the notes). Including IFRS 16 and the contribution from Sold Out, adjusted EBITDA increased to GBP1.9 million.

The performance in the first 6 months has improved cash flow with cash used in operations being GBP0.10 million compared to GBP1.45 million in the half year to June 2018.

Operational review

H1 2019 was dominated by the acquisition of the 50% interest in Buzz 16 Productions and the acquisition of advertising agency, Sold Out; both of which have helped to broaden the Group's marketing and media capabilities. As part of the process to acquire Sold Out, the Company also completed a placing of new shares with existing and new shareholders, raising gross proceeds of GBP3 million.

(#) Adjusted EBITDA is stated before exceptional administrative items (see note 2) and share-based payment charges

Led by ex-Sky producer Scott Melvin and media personality Gary Neville, Buzz 16 has been behind several popular sports-related productions, which include "Class of 92: Full Time" and "SoccerBox". While providing the Group with TV production capabilities, Buzz 16 will also open the opportunity for the Group to diversify into sports marketing.

After successfully completing the acquisition of Sold Out in March this year, we are pleased to report that the agency has been integrated into the Group. Sold Out continues to gain new clients which illustrates its credentials as one of the top UK agencies catering for brands in the concert and live entertainment space. The company contributed GBP0.3 million to Adjusted EBITDA and GBP0.14 million to operating profit in the three-month period under r4e's ownership, and is expected to have a much stronger second half.

After winning a number of new shows in 2018, SpotCo has been delivering on its series of new projects, with Hadestown, Beetlejuice, and Tootsie currently live on Broadway in New York. Further new clients were added at the start of 2019, with SpotCo winning the mandates for Magic Mike, and Almost Famous amongst others. Its clients also amassed 16 awards at this year's Tony Awards, which also included 74 nominations in total. SpotCo saw a significant uplift in its revenue, which grew by 61% to GBP32.26 million with net revenues also increasing by 62% to GBP10.0 million. Adjusted EBITDA increased by 300% to GBP1.50 million (pre IFRS 16 a 185% increase to GBP1.01 million), which has clearly illustrated the success of the Group's turnaround strategy.

In London, Dewynters successfully added "Joseph and the Amazing Technicolour Dreamcoat" and "The Light in the Piazza" to its client roster. The company generated revenue of GBP14.56 million, a 6% increase on the same period last year with net revenues slightly down GBP0.04 million or 7.7%, reflecting the increase in media activity during the period. Adjusted EBITDA stood at GBP0.56 million (pre IFRS 16 GBP0.33 million down GBP0.26 million on the corresponding period). New shows "BIG", "White Christmas" and "Mama Mia! The Party" at the O2, which were also won during the period, are set to go live in the second half of the year supporting our view that Dewynters remains on track for the remainder of the year.

Newman Displays has had a strong first half and is benefitting from the current wave of new shows in the West End which has led to new front of house displays. The company achieved a 30% uplift in revenue compared to H1 2018, whilst maintaining its overhead expenditure to realise a 29% uplift in Adjusted EBITDA (12% uplift pre IFRS 16). Recent non-theatre projects undertaken in the period have included creating the digital design work for the new screens at the Old Vic, premieres of "Rocketman", "Toy Story 4" and "Once Upon a Time in Hollywood", and other special events signage work. With the increased turnover of shows in London theatres in 2019 and a number of high profile film premiers, new work across theatre and cinema should see a strong year for the company.

Story House, being incorporated in August 2018, is still within its first year of operation but is already profitable and has repaid the investment provided by r4e in its start-up phase. Wake the Bear has been operating for just over a year and has performed in line with expectations, delivering first half revenue of GBP386k whilst building its profile and portfolio among a non-live entertainment clientele with a number of notable clients wins already secured post period end, which the business will see the benefit of in late 2019 and 2020.

As part of the Group's ongoing strategic review to improve client service and profitability, the Board took the decision to close Dewynters Germany in early June 2019. The performance of Dewynters Amsterdam has continued to improve, with the agency being profitable in the period and meeting performance expectations.

 
                            Unaudited 6 months ended 30 June 
                             2019 
                                                                  Profit/(loss) 
                                      Adjusted        Operating          before   Profit/(loss) 
                            Revenue    EBITDA*    profit/(loss)             tax       after tax 
                            GBP'000    GBP'000          GBP'000         GBP'000         GBP'000 
 Continuing operations 
 SpotCo                      32,260      1,504              844             564             573 
 Dewynters London            14,560        561              202             144             144 
 Sold Out*                    7,132        302              138             136              98 
 Newman Display               1,976        106               62              49              49 
 Jampot Consulting                -          4                4               4               4 
 Dewynters Amsterdam            328         44               44              44              86 
 Wake the Bear                  386       (26)             (26)            (31)            (31) 
 Story House                    173         51               50              50              50 
 Existing trading            56,815      2,546            1,318             960             973 
 Head Office (#)                  -      (676)          (1,140)         (1,144)         (1,159) 
 Existing operations         56,815      1,870              178           (184)           (186) 
                           --------  ---------  ---------------  --------------  -------------- 
 
 Discontinued operations 
 Dewynters Germany            1,015      (239)            (243)           (254)           (254) 
 
 Group total                 57,830      1,631             (65)           (438)           (440) 
                           --------  ---------  ---------------  --------------  -------------- 
 

(#) loss before tax in Sold Out and profit before tax in Head Office is due to a dividend paid up by the subsidiary as part of the acquisition process.

 
                            Unaudited 6 months ended 30 June 
                             2018 
                                                                  Profit/(loss) 
                                      Adjusted        Operating          before   Profit/(loss) 
                            Revenue    EBITDA*    profit/(loss)             tax       after tax 
                            GBP'000    GBP'000          GBP'000         GBP'000         GBP'000 
 Continuing operations 
 SpotCo                      19,977        376               91              25             114 
 Dewynters London            13,753        589              390             318             318 
 Newman Displays              1,524         82               51              36              36 
 Jampot Consulting               40       (35)             (35)            (35)            (35) 
 Dewynters Amsterdam             76      (149)            (149)           (149)           (149) 
 Wake the Bear                    -       (83)             (81)            (81)            (81) 
 Story House                      -          -                -               -               - 
 Existing trading            35,370        780              267             114             203 
 Head Office                      -      (340)            (648)           (612)           (530) 
 Existing operations         35,370        440            (381)           (498)           (327) 
                           --------  ---------  ---------------  --------------  -------------- 
 
 Discontinued operations 
 Dewynters Germany              614      (115)            (118)           (119)           (119) 
 
 Group total                 35,984        325            (499)           (617)           (446) 
                           --------  ---------  ---------------  --------------  -------------- 
 

*Adjusted EBITDA is EBITDA before exceptional administrative items (see note 2) and share-based payment charges.

Summary and Outlook

The Board is encouraged by the significant increase in Group revenue and EBITDA since undertaking its strategic review and turnaround period. r4e is benefiting from stronger agency management teams, cost control and collaboration, which together is delivering better client services and results on a like for like basis before IFRS 16. Our recent acquisitions are already bearing fruit and helping to establish new opportunities and revenue streams. Despite ongoing macro concerns, the Group is in a much stronger position and the current pipeline of project work means that it remains on track to meet its full year market expectation.

Marc Boyan, CEO

reach4entertainment enterprises plc

30 September 2019

Unaudited Condensed Consolidated Income Statement

For the six months ended 30 June 2019

 
                                                                     6 months             6 months          Year ended 
                                                                        ended                ended         31 December 
                                                                 30 June 2019         30 June 2018                2018 
                                                                  (Unaudited)          (Unaudited)           (Audited) 
                                                                      GBP'000              GBP'000             GBP'000 
 Continuing Operations 
 
 Revenue                                                               56,815               35,370              76,718 
 Cost of sales                                                       (44,780)             (26,789)            (57,436) 
                                                               --------------       --------------       ------------- 
 Gross profit                                                          12,035                8,581              19,282 
 
 Administrative expenses                                             (11,857)              (8,963)            (18,703) 
 
 
 Adjusted EBITDA*                                                       1,870                  440               1,886 
 Share-based payment charges                                            (283)                (294)               (484) 
                                                               --------------       --------------       ------------- 
 
 EBITDA before exceptional administrative items                         1,587                  146                1402 
 Exceptional administrative expenses                        2           (234)                (230)               (230) 
 Depreciation                                                           (951)                (213)               (419) 
 Amortisation of intangibles                                            (224)                 (85)               (174) 
--------------------------------------------------------  ---  --------------  ---  --------------  ---  ------------- 
 
 Operating profit/(loss)                                                  178                (382)                 579 
 
 Share of net profit from joint ventures                    4              16                    -                   - 
 
 Profit/(loss) before interest and tax                                    194                (382)                 579 
 
 Interest receivable and similar income                                    17                    6                  14 
 Interest payable and similar charges                       3           (395)                (122)               (279) 
 
 (Loss)/profit before taxation                                          (184)                (498)                 314 
 
 Taxation                                                                 (2)                  171                   1 
 
 
 (Loss)/profit for the period from Continuing Operations                (186)                (327)                 315 
                                                               ==============       ==============       ============= 
 
 
 Loss for the period from Discontinued Operations          12           (254)                (119)               (475) 
                                                               --------------       --------------       ------------- 
 
 Loss for the period                                                    (440)                (446)               (160) 
                                                               ==============       ==============       ============= 
 
 
 Loss for the period attributable to: 
  Owners of the company                                                 (517)                (380)               (121) 
  Non-controlling interests                                                77                 (66)                (39) 
                                                               --------------       --------------       ------------- 
                                                                        (440)                (446)               (160) 
                                                               ==============       ==============       ============= 
 
 Basic and diluted (loss)/earnings per share (p) 
 
 From continuing operations: 
 Basic                                                      5          (0.02)               (0.03)                0.04 
 Diluted                                                    5          (0.02)               (0.03)                0.03 
 
 
 From discontinued operations: 
 Basic                                                      5          (0.02)               (0.04)              (0.01) 
 Diluted                                                    5          (0.02)               (0.04)              (0.01) 
 

*Adjusted EBITDA (Earnings before Interest, Tax, Depreciation and Amortisation) is before exceptional administrative items (see note 2), and share based payment charges.

Unaudited Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2019

 
 
                                                                     6 months             6 months 
                                                                        ended                ended          Year ended 
                                                                      30 June              30 June         31 December 
                                                                         2019                 2018                2018 
                                                                  (Unaudited)          (Unaudited)           (Audited) 
                                                                      GBP'000              GBP'000             GBP'000 
 
 Loss for the period                                                    (440)                                    (160) 
                                                                                             (446) 
 Other comprehensive income: 
  Currency translation loss                                              (21)                (207)               (174) 
 Other comprehensive income (net of tax) for the period                  (21)                (207)               (174) 
 
 
 
   Total comprehensive loss for the period                              (461)                (653)               (334) 
                                                                =============       ==============       ============= 
 
 
 Total comprehensive loss for the period attributable to: 
  Equity holders of the parent                                (538)   (587)   (213) 
  Non-controlling interests                                      77    (66)   (121) 
                                                             ------  ------  ------ 
                                                              (461)   (653)   (334) 
                                                             ======  ======  ====== 
 
 
 Total comprehensive loss for the period attributable to equity holders of the parent 
 from: 
  Continuing operations                                                                    (264)   (366)     272 
  Discontinued operations                                                                  (274)   (221)   (485) 
                                                                                          ------  ------  ------ 
                                                                                           (538)   (587)   (213) 
                                                                                          ======  ======  ====== 
 

Unaudited Condensed Consolidated Balance Sheet

As at 30 June 2019

 
                                                           6 months            6 months 
                                                              ended               ended          Year ended 
                                                            30 June             30 June         31 December 
                                                               2019                2018                2018 
                                                        (Unaudited)         (Unaudited)           (Audited) 
                                                            GBP'000             GBP'000             GBP'000 
 Non-current assets 
 Goodwill and intangible assets                    6         14,900               8,662               8,737 
 Property, plant and equipment                                1,895               2,049               1,956 
 Right-of-use asset                                7          8,400                   -                   - 
 Investments                                       4            768                   -                   - 
 Deferred tax asset                                             212                 213                 160 
                                                             26,175              10,924              10,853 
                                                      -------------       -------------       ------------- 
 
 Current assets 
 Inventories                                                    122                 140                 126 
 Trade and other receivables                                 22,560              10,904              16,057 
 Other current assets                                           583                 653                 582 
 Cash and cash equivalents                                    3,760               5,696               5,223 
                                                      -------------       -------------       ------------- 
                                                             27,025              17,393              21,988 
                                                      -------------       -------------       ------------- 
 
 Total assets                                                53,200              28,317              32,841 
                                                      =============       =============       ============= 
 
 Current liabilities 
 Trade and other payables                                  (21,439)            (14,362)            (18,007) 
 Lease liabilities                               8/9        (1,602)                   -                   - 
 Current taxation liabilities                                 (198)                   -                   - 
 Borrowings                                        8        (3,222)             (3,153)             (3,575) 
 Provisions                                       10        (1,688)                   -                   - 
                                                      -------------       -------------       ------------- 
                                                           (28,149)            (17,515)            (21,582) 
                                                      -------------       -------------       ------------- 
 
   Net current (liabilities)/assets                         (1,124)               (122)                 406 
                                                      -------------       -------------       ------------- 
 
   Non-current liabilities 
 Deferred taxation                                          (1,672)               (820)               (861) 
 Other payables                                               (240)               (987)               (977) 
 Lease liabilities                               8/9        (6,999)                   -                   - 
 Borrowings                                        8          (507)                (91)                   - 
 Provisions                                       10        (2,184)                   -                   - 
                                                      -------------       -------------       ------------- 
                                                           (11,602)             (1,898)             (1,838) 
                                                      -------------       -------------       ------------- 
 
 Total liabilities                                         (39,751)            (19,413)            (23,420) 
                                                      -------------       -------------       ------------- 
 
 Net assets                                                  13,449               8,904               9,421 
                                                      =============       =============       ============= 
 
 Equity 
 Called up share capital                                      6,382               5,025               5,028 
 Share premium                                               22,067              20,270              20,275 
 Deferred shares                                              1,498               1,498               1,498 
 Retained earnings                                         (17,614)            (18,490)            (18,248) 
 Own shares held                                              (259)               (259)               (259) 
 Other reserves                                   13          1,337                 926               1,166 
                                                      -------------       -------------       ------------- 
 Attributable to equity holders of the parent                13,411               8,970               9,460 
 Non-controlling interests                                       38                (66)                (39) 
                                                      -------------       -------------       ------------- 
 
   Total Equity                                              13,449               8,904               9,421 
                                                      =============       =============       ============= 
 

Unaudited Condensed Consolidated Statement of Changes in Equity

For the six months ended 30 June 2019

 
                                                                                      Attributable   Non-controlling 
                                                                    Own       Other      to equity         interests      Total 
                        Share     Share   Deferred   Retained    shares    reserves     holders of           GBP'000     Equity 
                      capital   premium     shares   earnings      held     GBP'000     the parent                      GBP'000 
                      GBP'000   GBP'000    GBP'000    GBP'000   GBP'000                    GBP'000 
 
 At 1 January 2018      5,005    20,252      1,498   (18,154)     (259)         883          9,225                 -      9,225 
 
 Loss for the 
  period                    -         -          -      (380)         -           -          (380)              (66)      (446) 
 Other 
 comprehensive 
 income, net of 
 tax: 
 Currency 
  translation 
  differences               -         -          -          -         -       (207)          (207)                 -      (207) 
                     --------  --------  ---------  ---------  --------  ----------  -------------  ----------------  --------- 
 Total 
  comprehensive 
  loss for the 
  period                    -         -          -      (380)         -       (207)          (587)              (66)      (653) 
 
 Transactions with 
 owners in their 
 capacity as 
 owners: 
 Shares issued             20        18          -          -         -           -             38                 -         38 
 Share-based 
  payment charge            -         -          -          -         -         294            294                 -        294 
 Share options 
  exercised                 -         -          -         44         -        (44)              -                 -          - 
 At 30 June 2018 
  (Unaudited)           5,025    20,270      1,498   (18,490)     (259)         926          8,970              (66)      8,904 
                     ========  ========  =========  =========  ========  ==========  =============  ================  ========= 
 
 Profit for the 
  period                    -         -          -        259         -           -            259                27        286 
 Other 
 comprehensive 
 income, net of 
 tax: 
 Currency 
  translation 
  differences               -         -          -          -         -          33             33                 -         33 
                     --------  --------  ---------  ---------  --------  ----------  -------------  ----------------  --------- 
 Total 
  comprehensive 
  profit for the 
  period                    -         -          -        259         -          33            292                27        319 
 
 Transactions with 
 owners in their 
 capacity as 
 owners: 
 Shares issued              3         5          -          -         -                          8                 -          8 
 Share-based 
  payment charge            -         -          -          -         -       (321)          (321)                 -      (321) 
 Share options 
  exercised                 -         -          -       (17)         -         528            511                 -        511 
 At 31 December 
  2018 (Audited) as 
  previously 
  reported              5,028    20,275      1,498   (18,248)     (259)       1,166          9,460              (39)      9,421 
 
 Change in 
  accounting policy 
  (IFRS16)                  -         -          -      1,060         -           -          1,060                 -      1,060 
                     --------  --------  ---------  ---------  --------  ----------  -------------  ----------------  --------- 
 As at 1 January 
  2019 (as 
  restated)             5,028    20,275      1,498   (17,188)     (259)       1,166         10,520              (39)     10,481 
 
 (Loss)/profit for 
  the period                -         -          -      (517)         -           -          (517)                77      (440) 
 Other                                                                                                                        - 
 comprehensive 
 income, net of 
 tax: 
 Currency 
  translation 
  differences               -         -          -          -         -        (21)           (21)                 -       (21) 
                     --------  --------  ---------  ---------  --------  ----------  -------------  ----------------  --------- 
 Total 
  comprehensive 
  loss for the 
  period                    -         -          -      (517)         -        (21)          (538)                77      (461) 
 
 Transactions with 
 owners in their 
 capacity as 
 owners: 
 Shares issued          1,354     1,792          -          -         -           -          3,146                 -      3,146 
 Share-based 
  payment charge            -         -          -          -         -         283            283                 -        283 
 Share options 
  exercised/forfeit         -         -          -         91         -        (91)              -                 -          - 
 At 30 June 2019 
  (Unaudited)           6,382    22,067      1,498   (17,614)     (259)       1,337         13,411                38     13,449 
                     ========  ========  =========  =========  ========  ==========  =============  ================  ========= 
 

Unaudited Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2019

 
                                                                          6 months 
                                                      6 months               ended               Year ended 
                                                         ended             30 June              31 December 
                                                       30 June                2018                     2018 
                                              2019 (Unaudited)         (Unaudited)                (Audited) 
                                                       GBP'000             GBP'000                  GBP'000 
 
   Cash used in operating activities    14               (104)             (1,446)                  (2,044) 
 Interest paid                                           (191)               (124)                    (251) 
 Income taxes paid                                       (150)                   -                     (18) 
 Net cash outflow- from operating 
  activities                                             (445)             (1,570)                  (2,313) 
                                            ------------------       -------------            ------------- 
 
 Investing activities 
 Payment for acquisition                               (2,833)                   -                        - 
  of subsidiary, net of cash 
  acquired 
 Purchase of joint venture                               (324)                   -                        - 
 Purchase of investments                                 (150)                   -                        - 
 Income from investments                                    22                   -                        - 
 Purchase of property, plant 
  and equipment                                           (47)                (34)                     (71) 
 Interest received                                           6                   -                        - 
 Net cash used in investing 
  activities                                           (3,326)                (34)                     (71) 
                                            ------------------       -------------            ------------- 
 
 Financing activities 
 Net proceeds from the issue 
  of share capital                                       2,900                  38                       46 
 Finance income                                              -                   6                       14 
 (Repayment)/proceeds of 
  asset-based lending                                    (291)                 712                    1,008 
 Proceeds from borrowings                                  500                   -                        - 
 Principle elements of lease 
  payments                                               (782)                 (7)                     (19) 
 Net cash generated from 
  financing activities                                   2,327                 749                    1,049 
                                            ------------------       -------------            ------------- 
 
 Net decrease in cash and 
  cash equivalents                                     (1,444)               (855)                  (1,335) 
 
 Cash and cash equivalents 
  at the beginning of the 
  period                                                 5,223               6,758                    6,758 
 
   Effect of foreign exchange 
   rate changes                                           (19)               (207)                    (200) 
 Cash and cash equivalents 
  at end of the period                                   3,760               5,696                    5,223 
                                            ==================       =============            ============= 
 

Unaudited notes to the Condensed Consolidated Interim Financial Statements

For the six months ended 30 June 2019

   1          Basis of Presentation 

These unaudited condensed consolidated interim financial statements are for the six months ended 30 June 2019. They have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) as adopted by the European Union. This report should be read in conjunction with the annual financial statements for the year ended 31 December 2018, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and International Financial Reporting Interpretations Committee ('IFRIC') Interpretations and the Companies Act 2006, as applicable to companies reporting under IFRS.

The financial information in this interim announcement does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The unaudited interim financial statements were approved and authorised for issue by the Board on 30 September 2019.

The comparative financial information for the year ended 31 December 2018 does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The statutory accounts of reach4entertainment enterprises plc for the year ended 31 December 2018 have been reported on by the Company's auditor, RSM UK Audit LLP, and have been delivered to the Registrar of Companies. The report of the auditor was unqualified. The auditor's report did not contain statements under Section 498(2) or 498(3) of the Companies Act 2006.

The financial information for the six months ended 30 June 2019 and 30 June 2018 is unaudited.

Standards, amendments and interpretations effective in 2019

IFRS 16 'Leases'

The Company has adopted IFRS 16 "Leases" which is effective for annual periods beginning on or after 1 January 2019. The Company has chosen to apply the modified retrospective transition method and so the prior year figures have not been adjusted. The Company has elected to apply the practical expedient for short-term leases to leases for which the lease term ends within 12 months of the date of initial application, and the practical expedient for low value leases.

The adoption of the standard has resulted in the Company bringing many of its leases onto the balance sheet reflecting 'right-of-use' assets which are depreciated, and corresponding liabilities on which interest accrues. The impact of the standard in the period to June 2019, compared to the results if the standard had not been recognised, is that Adjusted EBITDA/EBITDA have increased by GBP0.67 million due to the elimination of rent costs. However operating profit in the period has reduced by GBP0.06 million due to increased depreciation charges and profit before/after tax has reduced by GBP0.25 million due to interest charges.

At 30 June 2019 non-current assets have increased by GBP8.4 million as a result of the additional right-of-use assets. Total liabilities have increased by GBP8.6 million due to the addition of finance lease liabilities but this is offset by GBP1.1 million as liabilities previously recognised under SIC 15 as operating lease incentives have been transferred to retained earnings. A deferred tax liability of GBP0.19 million has been recognised on the impact of IFRS 16. Total net asset effect is an increase of GBP0.8 million.

A GBP1.27 million credit to retained earnings was recognised 1 January 2019 due to the elimination of lease incentives along with an offsetting deferred tax debit of GBP0.3 million.

Tables reflecting the full impact of IFRS 16 on performance in the period and position at 30 June 2019 are presented below.

   1          Basis of Presentation (continued) 

IFRS 16 impact on reported Consolidated Income Statement

 
                                                                                                                    HY 
                                                 Existing operations                New operations    HY 2019       2018 
                                   ----------------------------------------------  ---------------  ----------  ---------- 
 
 
 
                        Excluding                                       Post IFRS    Sold Out (pre    Group as    Group as 
                          IFRS 16          P&L Impact IFRS 16                  16         IFRS 16)    reported    reported 
                          GBP'000                GBP'000                  GBP'000          GBP'000     GBP'000     GBP'000 
 Continuing 
 Operations:                         Rent(1)    Dep'n(2)    Interest 
                                                                 (3) 
 
 
 Adjusted EBITDA              893        678           -           -        1,571              299       1,870         440 
 EBITDA                       610        678          -            -        1,288              299       1,587         146 
 
 Operating profit              95        678       (734)           -           39              139         178       (382) 
 
 Profit before tax           (68)        678       (734)       (198)        (322)              138       (184)       (498) 
 (Loss)/profit after 
  tax                        (32)        678       (734)       (198)        (286)              100       (186)       (327) 
 
                            Pence                                           Pence            Pence       Pence       Pence 
 EPS on continuing 
  operations (basic & 
  diluted):                (0.00)                                          (0.03)             0.01      (0.02)      (0.03) 
                       ----------                                                                   ---------- 
 
 

(1) Elimination of rent costs previously recognised as operating leases

(2) Depreciation charged on right-of-use assets

(3) Interest unwinding on right-of-use liabilities

(4) Deferred tax effect

   1          Basis of Presentation (continued) 

IFRS 16 impact on reported Consolidated Balance Sheet

 
 
 
                                                                                                       H2 2018 
                       H1 2019                                                          H1 2019          Group 
                     Excluding                                                         Group as             as 
                       IFRS 16                  P&L Impact IFRS 16                    reported)      reported) 
                       GBP'000                        GBP'000                           GBP'000        GBP'000 
 
                                     R-o-U        SIC 15      Lease        Tax(4) 
                                   asset(1)                 liability 
                                                               (3) 
 
 Non-current 
  assets                17,775          8,400          -             -          -        26,175         10,924 
 Current assets         27,025              -          -             -          -        27,025         17,393 
                 -------------  -------------  ---------  ------------  ---------  ------------  ------------- 
 Total assets           44,800          8,400          -             -          -        53,200         28,317 
 
 Current 
  liabilities         (27,252)              -        663       (1,560)          -      (28,149)       (17,515) 
                 -------------  -------------  ---------  ------------  ---------  ------------  ------------- 
 Net Current 
  liabilities            (227)              -        663       (1,560)          -       (1,124)          (122) 
 
 Non-current 
  liabilities          (4,901)              -        484       (6,999)      (186)      (11,602)        (1,898) 
                 -------------  -------------  ---------  ------------  ---------  ------------  ------------- 
 Total 
  Liabilities         (32,153)              -      1,147       (8,559)      (186)      (39,751)       (19,413) 
 
 Net assets             12,647          8,400      1,147       (8,559)      (186)        13,449        (8,904) 
 
 
 

(1) Addition of right-of use assets

(2) Elimination of liabilities related to lease incentives recognised previously under SIC 15

(3) Addition of lease liabilities

(4) Deferred tax effect

Other Standards

The following IFRS/IAS are either new, amended or have interpretations mandatory for the first time for the financial year beginning 1 January 2019, but had no material impact on the Group:

   --      IFRS 9 - Financial Instruments 
   --      IFRS 11 - Joint Arrangements 
   --      IAS 12 - Income Taxes 
   --      IAS 19 - Employee Benefits 
   --      IAS 23 - Borrowing Costs 
   --      IAS 28 - Investments in Associate and Joint Ventures 

The following IFRS/IAS are either new, amended or interpretations have been issued, but are not effective for the financial year beginning 1 January 2019 and have not been early adopted:

   --      IFRS 3 - Business Combinations. 
   --      IAS 1 - Presentation of Financial Statements 
   --      IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors 

Accounting Policies

The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2018, with exception of standards, amendments and interpretations effective in 2019. Significant policies adopted in the period to 30 June 2019 which were not included or material to the annual financial statements for the year ended 31 December 2018 are:

Business combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

Joint Ventures

Interests in joint ventures are accounted for using the equity method. After initially being recognised at cost in the consolidated balance sheet, the group's share of the post-acquisition profits or losses of the investee are recognised in the consolidated income statement. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

Where the group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

The carrying amount of equity-accounted investments is tested for impairment.

Right-of-use assets and liabilities

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

   --      Leases of low value assets; and 
   --      Leases with a duration of twelve months or less. 

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case The Group's incremental borrowing rate on commencement of the lease is used. The Group has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

The group has applied the modified retrospective provisions of IFRS 16 and therefore on transition at 1 January 2019 right of use assets are measured at the amount of the lease liability.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

When The Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease term.

Discontinued Operations

A discontinued operation is a component of the Group's business that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the statement of profit or loss.

Going Concern

As at 30 June 2019 the Group had net assets of GBP13.4 million (30 June 2018: net assets GBP8.9 million) and made an operating profit in the six months then ended of GBP0.2 million (H1 2018: loss of GBP0.4m restated). In March 2019 the Group conducted a successful equity placing, raising funds of GBP3 million (gross before costs) to partly fund the acquisition of Sold Out.

The 3 year term of the secured asset-based debt facility of GBP7 million with PNC Business Credit Services Ltd ("PNC") expired in December 2018 but remains in place on a rolling basis unless either party gives at least 6 months' notice. A set of financial covenants are in place with PNC in relation to this debt and are measured monthly. All covenants have been met in the period as they were in the fully 2018 year. The relationship with PNC is good, that they remain supportive of the Company. The Directors are confident the Group remains a going concern.

The Directors are confident that the going concern basis is appropriate and the Group has adequate resources to continuing trading for the foreseeable future.

   2          Exceptional administrative expenses 
 
                                            6 months          6 months              Year 
                                               ended             ended             ended 
                                             30 June           30 June       31 December 
                                                2019              2018              2018 
                                         (Unaudited)       (Unaudited)         (Audited) 
                                             GBP'000           GBP'000           GBP'000 
 
Employee contract termination-related 
 costs                                             -               230               230 
Acquisition costs                                234                 -                 - 
                                                 234               230               230 
                                        ============      ============      ============ 
 
   3          Interest payable and similar charges 
 
                                    6 months          6 months              Year 
                                       ended             ended             ended 
                                     30 June           30 June       31 December 
                                        2018              2018              2018 
                                 (Unaudited)       (Unaudited)         (Audited) 
                                     GBP'000           GBP'000           GBP'000 
 
Interest on lease liabilities            205                10                19 
Interest on PNC debt                     110                68               160 
Fees on PNC debt                          68                46                86 
Other interest costs                       8                 -                 5 
Net foreign exchange losses                4                 -                 9 
                                         395               124               279 
                                ============      ============      ============ 
 
   4          Investments in equity accounted joint ventures 

Included in investments is GBP0.64 million reflecting the Company's 50% interest in Buzz 16 Limited which the Company acquired on 30 January 2019. Buzz 16 was founded in 2016 and creates both short and long form sports orientated content and is co-owned by shareholders including former Manchester United player and respected broadcaster, Gary Neville, along with former Sky Sports Premier League producer, Scott Melvin. GBP0.13 million of investments relates to smaller short-term projects.

The Company uses the equity method by which to measure its share of the joint venture profits/losses. In the period from acquisition to 30 June 2019, the Company's share of profits was GBP0.02 million.

   5          Earnings per share 

The calculations of earnings per share are based on the following results and numbers of shares.

 
                                         6 months           6 months 
                                            ended              ended               Year 
                                          30 June            30 June              ended 
                                                                            31 December 
                                             2019               2018               2018 
                                      (Unaudited)        (Unaudited)          (Audited) 
Weighted average number                    Number             Number             Number 
 of 0.5 pence ordinary shares 
 in issue during the period 
For basic earnings per share        1,159,228,475      1,003,767,337      1,004,709,678 
Potentially dilutive effect 
 of share options*                    174,350,966        181,167,771        181,178,710 
For diluted earnings per 
 share                              1,333,579,441      1,184,935,108      1,185,888,388 
                                    -------------      -------------      ------------- 
 
                                          GBP'000            GBP'000            GBP'000 
 
Loss attributable to the 
 owners for continuing operations           (263)              (261)                354 
Loss attributable to the 
 owners for discontinued 
 operations                                 (254)              (119)              (475) 
                                    -------------      -------------      ------------- 
For basic and diluted earnings 
 per share                                  (517)              (380)              (121) 
 

* The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purposes of calculating the diluted loss per share are the same as those used for basic loss per ordinary share. This is because the exercise of share options and other benefits would have the effect of reducing loss per share and is therefore not dilutive under the terms of IAS 33, Earnings Per Share.

   6          Goodwill and Intangible Assets 
 
                           Brands  Customer relationships  Non-compete agreement  Purchased goodwill     Total 
                          GBP'000                 GBP'000         GBP'000                    GBP'000   GBP'000 
Cost 
1 January 2018              4,458                   2,607                      -              14,466    21,531 
Foreign exchange 
 differences                   57                       -                      -                 142       199 
                         --------  ----------------------  ---------------------  ------------------  -------- 
30 June 2018                4,515                   2,607                      -              14,608    21,730 
Foreign exchange 
 differences                   82                       -                      -                 204       286 
                         --------  ----------------------  ---------------------  ------------------  -------- 
31 December 2018            4,597                   2,607                      -              14,812    22,016 
Additions (see note 11)     1,845                   1,270                    338               2,935     6,388 
                         --------  ----------------------  ---------------------  ------------------  -------- 
30 June 2019                6,442                   3,877                    338              17,747    28,404 
                         --------  ----------------------  ---------------------  ------------------  -------- 
 
Amortisation and 
impairment 
1 January 2018              1,677                   2,053                      -               9,164    12,894 
Charged in the period          55                      33                      -                   -        88 
Foreign exchange 
 differences                   46                       -                      -                  40        86 
                         --------  ----------------------  ---------------------  ------------------  -------- 
30 June 2018                1,778                   2,086                      -               9,204    13,068 
Charged in the period          58                      28                      -                   -        86 
Foreign exchange 
 differences                   68                       -                      -                  57       125 
                         --------  ----------------------  ---------------------  ------------------  -------- 
31 December 2018            1,904                   2,114                      -               9,261    13,279 
Charged in the period         144                      63                     17                   -       224 
                                                           --------------------- 
30 June 2019                2,048                   2,177                     17               9,261    13,504 
                                                           --------------------- 
 
Net book value 
30 June 2018                2,737                     521                      -               5,404     8,662 
                         ========  ======================  =====================  ==================  ======== 
31 December 2018            2,693                     492                      -               5,551     8,737 
                         ========  ======================  =====================  ==================  ======== 
30 June 2019                4,394                   1,700                    321               8,485    14,900 
                         ========  ======================  =====================  ==================  ======== 
 

Additions in the period to 30 June 2019 are in relation to the acquisition of Sold Out and are still provisional (see note 11).

A review has been undertaken at 30 June 2019 and has not identified any need for impairment. The directors believe that, at the current time, any reasonably likely change in assumptions is unlikely to cause an impairment in the intangible assets.

   7          Right of use assets 
 
                      Land and buildings              Plant, machinery      Total 
                                 GBP'000    and motor vehicles GBP'000    GBP'000 
 
 At 1 January 2019                 8,942                           202      9,144 
 Depreciation                      (711)                          (33)      (744) 
 At 30 June 2019                   8,231                           169      8,400 
                     ===================  ============================  ========= 
 
 
   8          Borrowings 
 
                                                         30 June                     30 June               31 December 
                                                            2019                        2018                      2018 
                                             (Unaudited) GBP'000         (Unaudited) GBP'000         (Audited) GBP'000 
 
 Current: 
 Asset-based lending facility                              3,222                       3,084                     3,518 
 Lease liabilities                                         1,602                          69                        57 
                                                           4,824                       3,153                     3,575 
                                           =====================       =====================       =================== 
 
   Non-current: 
 Related party loan                                          507                           -                         - 
 Lease liabilities                                         6,999                          91                         - 
                                           ---------------------       ---------------------       ------------------- 
                                                           7,506                          91                         - 
                                           =====================       =====================       =================== 
 
 Analysis of borrowings 
 On demand or within one year: 
 Asset-based lending facility                              3,222                       3,084                     3,518 
 Lease liabilities                                         1,602                          69                        57 
                                           ---------------------       ---------------------       ------------------- 
                                                           4,824                       3,153                     3,575 
 
 In the second to fifth years inclusive: 
 Related party loan                                          507                           -                         - 
 Lease liabilities                                         6,999                          91                         - 
                                           ---------------------       ---------------------       ------------------- 
                                                           7,506                          91                         - 
                                           =====================       =====================       =================== 
 

Finance lease have been reclassified to lease liabilities under IFRS 16.

 
 
 Amounts due for settlement                    12,330     3,244     3,582 
 Less amounts due within one year             (4,824)   (3,153)   (3,582) 
                                             --------  --------  -------- 
 Amounts due for settlement after one year      7,506        91         - 
                                             ========  ========  ======== 
 

Asset-based lending

SpotCo, Dewynters and Newmans all hold asset-based lending facilities with PNC. Borrowing is determined by qualifying accounts receivable. The nature of the facility means that the balance will fluctuate from month to month and as the debt is paid down, new debt will arise to finance working capital, therefore the facility has been reflected as a current liability as it will be constantly revolving. Another effect of the facility is that cash balances across the group will be lower than they would otherwise be, since cash drawdown incurs a higher rate of interest and therefore cash will only be drawn down as required rather than being held on hand.

The facility with PNC has interest payable at 2.75% per annum over Barclays Bank plc. base rate for amounts borrowed in Sterling, or for amounts in Euro or US Dollars 2.75% per annum over the rate published by the central bank or relevant monetary authority. Borrowing facility amounts not utilised incur interest payable at a fixed 0.5% per annum. On top of a fixed and floating charge over its assets, the Group has given PNC an unlimited guarantee in respect of these borrowings.

   9          Lease liabilities 
 
                               Buildings              Plant, machinery      Total 
                                 GBP'000    and motor vehicles GBP'000    GBP'000 
 
 At 1 January 2019                 8,942                           244      9,186 
 Interest expense                    194                             3        197 
 Lease payments                    (728)                          (48)      (776) 
 Foreign exchange movements          (6)                             -        (6) 
 At 30 June 2019                   8,402                           199      8,601 
                              ==========  ============================  ========= 
 
 Split as: 
 Current                           1,486                           116      1,602 
 Non current                       6,916                            83      6,999 
                              ----------  ----------------------------  --------- 
                                   8,402                           199      8,601 
 

At the date of initial application, the incremental borrowing rate applied was 4.5% to buildings and 3.0% to plant, machinery and motor vehicles.

 
                                    GBP'000 
 Maturity of lease liabilities: 
 within one year                      1,578 
 within second to fifth years         5,643 
 more than five years                 2,719 
                                   -------- 
                                      9,940 
                                   ======== 
 

The following reconciliation to the opening balance for lease liabilities as at 1 January 2019 is based upon the operating lease obligations as at 31 December 2018:

 
                                                                                     GBP'000 
 
 Operating lease disclosures at 31 December 2018                                      10,950 
 Additional lease acquired in business combination                                        29 
 Relief option for short term leases                                                    (51) 
 Relief option for low value assets                                                     (20) 
 Effect of discounting                                                               (1,764) 
 Liabilities additionally recognised on application of IFRS 16 at 1 January 2019       9,144 
 Liabilities from finance leases as of 31 December 2018                                   42 
 Lease liabilities as of 1 January 2019                                                9,186 
                                                                                    ======== 
 
   10         Provisions 

Provisions for liabilities relate to deferred consideration. Deferred consideration represents the amount payable for the acquisition of Buzz 16 on 30 January 2019 and estimated contingent amounts payable for Sold Out on 21 March 2019. Final amounts payable for the acquisition of Sold Out are dependent upon the results of the acquired business in 2018 to 2021 (see note 11).

 
                                  GBP'000 
 
 Payable: 
 within one year                    1,688 
 within second to fifth years       2,184 
                                    3,872 
                                 ======== 
 
   11         Business Combination 

On 21 March 2019 the Company acquired 100% of the issued share capital of Agency Press Limited (trading as 'Sold out'), a full-service advertising agency, specialising in arts and entertainment. London-based integrated agency Sold Out, has specialised in arts and entertainment advertising for over 25 years. During this period it has established a strong reputation in its field and built a portfolio of high profile clients, which includes S.J.M. Concerts, AEG Presents, Live Nation and Cirque Du Soleil. Its services include campaign development, media planning and buying, events, partnerships, design and creative, broadcast and digital media production; all of which will bolster r4e's group offering.

The provisional fair value of assets and liabilities recognised as a result of the acquisition are as follows:

 
                                                 Provisional fair value 
 
 Brand                                                            1,845 
 Customer relationships                                           1,270 
 Non-compete agreement                                              338 
 Plant and equipment                                                130 
 Cash and cash equivalents                                        1,104 
 Trade and other receivables                                      5,537 
 Deferred tax                                                         9 
 Corporation tax receivable                                       (155) 
 Trade and other liabilities                                    (3,928) 
 Accruals                                                         (730) 
 Deferred Tax                                                     (596) 
 Identifiable net assets                                          4,824 
 Goodwill capitalised                                             2,935 
 Consideration                                                    7,759 
 
 Satisfied by: 
 Issue of shares                                                    250 
 Cash                                                             3,937 
 Deferred contingent consideration                                2,705 
 Working capital excess to be paid in cash                          867 
                                                ======================= 
                                                                  7,759 
 

The fair value of the 20,833,333 shares issued as part of the consideration paid was based on the 1.2 pence share price per the placing completed to part finance the acquisition. Issue costs of GBP0.10 million which were directly attributable to the issue of the shares have been recognised as a reduction in share premium.

 
                                               GBP'000 
 Consideration transferred settled in cash     (3,937) 
 Cash and cash equivalents acquired              1,104 
                                              ======== 
 Net cash outflow on acquisition               (2,833) 
 

Acquisition related costs totalling GBP0.23 million have been recognised as an exceptional expense in the consolidated income statement (see note 2). There were no acquisitions in the year ended 31 December 2018.

   11         Business Combination (continued) 

Contingent consideration

Deferred consideration is payable to the Seller of 'Sold Out' based on the financial performance of that Company during the period commencing 1 June 2017 and ending on 31 December 2021, up to a maximum amount of GBP10 million excluding working capital adjustments. The first deferred payment shall be an amount payable in cash, calculated by reference to the average EBITDA for the earnings period commencing on 1 July 2017 and ending on 31 December 2019. The second deferred payment will be an amount payable in cash by reference to the average EBITDA for the earnings period commencing on 1 June 2017 and ending on 31 December 2021. The fair value of the contingent consideration was estimated at the balance sheet date by calculating the present value of the future expected cash flows.

Revenue and profit contribution

The acquired business contributed revenues of GBP7.13 million, EBITDA of GBP0.30 million and net profit of GBP0.1 million to the group for the period from 22 March to 30 June 2019.

   12         Discontinued Operations 

On 7 June 2019 the group announced its decision to close Dewynters Germany as part of a restructuring process to improve efficiencies and drive profitability.

 
                                   6 months          6 months        Year ended 
                                   ended 30          ended 30       31 December 
                                  June 2019         June 2018              2018 
                                (Unaudited)       (Unaudited)       (Unaudited) 
                                    GBP'000           GBP'000           GBP'000 
Financial performance 
 
Revenue                                 126               614             1,015 
Expenses                              (374)             (733)           (1,490) 
Loss on write down of assets            (6)                 -                 - 
                               ------------      ------------      ------------ 
Loss before and after tax of 
 discontinued operation               (254)             (119)             (475) 
 
 
 
 Cash Flows: 
 Net cash outflow from operating activities                                 (269)   (358)   (234) 
 Net cash inflow from financing activities                                    341     153     277 
 Net increase/(decrease) in cash generated by the discontinued operation       72   (205)      43 
                                                                           ======  ======  ====== 
 
   13         Other reserves 
 
                                              6 months            6 months 
                                                 ended               ended          Year ended 
                                               30 June             30 June         31 December 
                                                  2019                2018                2018 
                                           (Unaudited)         (Unaudited)           (Audited) 
                                               GBP'000             GBP'000             GBP'000 
 
 Capital redemption reserve                         15                  15                  15 
 Share option reserve                            1,045                 642                 854 
 Warrant reserve                                   311                 311                 311 
 Foreign exchange reserve                         (33)                (42)                (14) 
                                    ------------------       -------------       ------------- 
 
   Other reserves                                1,338                 926               1,166 
                                    ==================       =============       ============= 
 
 
   14         Cash flows from operating activities 
 
                         6 months ended 30 June 2019      6 months ended 30 June 2018      Year ended 31 December 2018 
                                         (Unaudited)                      (Unaudited)                        (Audited) 
                                             GBP'000                          GBP'000                          GBP'000 
Reconciliation of net 
cash flows from 
operating activities 
(Loss)/profit before 
income tax from: 
Continuing operations                          (184)                            (498)                              314 
Discontinued operations                        (254)                            (119)                            (475) 
                         ---------------------------      ---------------------------      --------------------------- 
Loss before income tax 
 including discontinued 
 operations                                    (438)                            (617)                            (161) 
 
Net finance costs                                378                              124                              265 
Depreciation                                     951                              215                              426 
Amortisation of 
 intangibles                                     224                               85                              174 
Loss on disposal of 
 fixed assets                                     16                                -                                - 
Share of profits of 
 joint ventures                                 (16)                                -                                - 
Share-based payment 
 expense                                         283                              294                              484 
 
Operating cash flows 
 before movements in 
 working capital                               1,398                              101                            1,188 
 
Decrease/(Increase) in 
 inventories                                       4                              (1)                               13 
(Increase)/decrease in 
 trade and other 
 receivables                                   (973)                               77                          (5,138) 
(Decrease)/increase in 
 trade and other 
 payables                                      (671)                          (1,411)                            2,109 
Increase/(Decrease) in 
 other non-current 
 liabilities                                     138                            (212)                            (216) 
 
 
Cash used in operating 
 activities                                    (104)                          (1,446)                          (2,044) 
 
 
 
   15         Transactions with directors 

On 19 March 2019, the Group received funds of GBP0.5 million from In The Loop Limited, a company of which Marc Boyan, CEO of r4e, is the ultimate beneficial owner. The funds were used as part of the consideration for the acquisition of Sold Out. The loan bears interest at 5%. accruing over a period of 5 years and is to be repaid from future dividends paid by Sold Out to r4e.The debt is unsecured and is to be subordinated to the Company's existing debt facility with PNC.

   16         Subsequent events 

As initially announced on 3 June 2019, approved by shareholders at the AGM on 28 June, and given final approval at the High Court of Justice on 30 July 2019, the company has undergone a capital reduction which involved:

-- the cancellation of the amount standing to the credit of the Company's share premium account and capital redemption reserve;

-- the cancellation of the 74,894,792 deferred shares with a nominal value of GBP0.02 each; and

-- a reduction in the nominal value of the ordinary shares from GBP0.005 each to GBP0.001 each.

The number of ordinary shares in issue following the Capital Reduction remains unchanged at 1,276,430,385.

The below table is an example of how the Group's equity section would be affected using the balance sheet position of 30 June 2019 (the reorganisation took effect on 31 July 2019):

 
 Pro-forma capital reorganisation:                Pre-capital reduction   Adjustment   Post-capital reduction 
                                                                GBP'000      GBP'000                  GBP'000 
 
 Called up share capital                                          6,382      (5,106)                    1,276 
 Share premium                                                   22,067     (22,067)                        - 
 Deferred shares                                                  1,498      (1,498)                        - 
 Retained earnings                                             (17,613)       28,686                   11,073 
 Own shares held                                                  (259)            -                    (259) 
 Other reserves                                                   1,336         (15)                    1,321 
                                                 ----------------------  -----------  ----------------------- 
 Attributable to equity holders of the parent                    13,411            -                   13,411 
 Non-controlling interests                                           38            -                       38 
                                                 ----------------------  -----------  ----------------------- 
 
   Total Equity as at 30 June 2019                               13,449            -                   13,449 
                                                 ======================  ===========  ======================= 
 
   17         Interim report 

This document is available on the Group's website at www.r4e.com.

Notes to Editors

reach4entertainment enterprises plc ("r4e") operates a collection of theatrical, film and live entertainment marketing, PR, advertising and display agencies, across the world. The Company uses its extensive experience in the live entertainments space to create value through investing in innovative and established agencies that provide communications services to a range of clients involved with theatre, film, concerts and more.

For further information on r4e you are invited to visit the Company's website at www.r4e.com.

Spot and Company of Manhattan, Inc.

A global leading full-service arts and live entertainment advertising and marketing agency. In an ever-changing media landscape, it stays ahead of the curve with a mix of bold positioning through interactive, broadcast, environmental and print campaigns.

https://www.spotnyc.com

Dewynters Limited

Based in London with sister agencies operating in Amsterdam and Hamburg, Dewynters is a leading independent arts, events and live entertainment marketing specialist. The agency's work in theatre, museums, attractions, sport and music is seen right across the globe.

http://www.dewynters.com

https://www.dewynters.nl/en/

http://www.dewynters.de/en/

Newman Displays Limited

The UK's leading large-scale outdoor signage, front of house, marquee display and installation company. Clients include major West End theatre productions, leading film companies, cinemas and major global events.

http://www.newman-displays.com

Wake the Bear Limited

A marketing communications agency that accelerates growth for its clients through finding new customers, taking new products to market and building stronger brands. The agency delivers end to end marketing communications services for its clients including communications planning, media planning & buying, creative & content creation and digital build.

http://wakethebear.co.uk

Story House PR Limited

A new public relations agency for the theatre and live entertainment industries, operating in the UK and internationally. The agency crafts engaging campaigns for audiences, driven by strategy: the right channel, at the right time, with the right message. Fully integrating PR with paid media and social, ensuring all elements of a campaign are working together, Story House collaborates with its clients to ensure its work is dedicated to realising their ambitions.

www.storyhousepr.co.uk

Buzz 16 Productions

Buzz 16 is an independent production company, which creates both short and long form sports orientated content. The Company was co-founded by former Manchester United player and respected broadcaster, Gary Neville, along with former Sky Sports Premier League producer, Scott Melvin.

https://buzz16.uk

Sold Out

Sold Out is an independent full service advertising agency, specialising in arts and entertainment for over 25 years.

https://soldout.london

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

IR DKLFLKKFXBBZ

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