28 September 2018
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2018
Live Company Group Plc (AIM: LVCG), a leading live event and entertainment group, announces its half-yearly results for the six month period ended 30 June 2018.
Highlights for the period
o Group revenues from continuing operations for six months to 30 June 2018 were
o Operating profit from continuing activities in the period of
o Following the Group's high profile show in
Post-period events
o Launch by the Group's joint venture partner in
o Joint venture signed, in September 2018, in the US with Three Six Zero, to create Parallel Three Six Zero Inc. ("PTSZ"), and exclusivity terms agreed by PTSZ with Live Nation Entertainment, Inc. for the promotion of BRICKLIVE events throughout
o On 26 September 2018, the Company notified that it is in discussions with regard to a potential equity fundraising, to finance the potential acquisition of a complementary business to the Group and to accelerate organic growth.
David Ciclitira, Chairman, said: "The first six months of this year have been an amazing journey. Having only created Live Company Group at the end of last year, we have achieved a great deal. 2018 was always going to be a year of investment, and I am pleased that we have recorded a profit, whilst managing to expand internationally. I believe that this is a good base for our full-year results and we look forward to the growth in the second half of this year. The recent announcements relating to both
Contact Details
For more information please contact:
Live Company Group Plc David Ciclitira
|
+44 (0) 20 7225 2000 |
Stockdale Securities Limited Richard Johnson / Ed Thomas
|
+44 (0) 20 7601 6100 |
Shard Capital Partners LLP Damon Heath
|
+44 (0) 020 7186 9950 |
W Communications, PR agency James Porter
|
+44 (0) 7568 514 244 |
Note: In order to provide a more direct comparison, the comparative financial information for the six month period ended 30 June 2017 has been compiled on a pro-forma basis, applying the assumption that the acquisition of Brick Live Group and a 61.1 per cent. interest in Brick Live Far East Ltd was completed by the Company on or prior to 1 January 2017.
Information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.
CHAIRMAN'S STATEMENT
I am pleased to present the Group's first full six-monthly results since the acquisition of the Brick Live business in December 2017.
At the beginning of this year, I had certain specific goals for the Group, including: the consolidation of the BRICKLIVE brand in
Financial Review
This has been a busy period of activity for the Group with increased turnover of
Inclusive of discontinued operations, the Group made a profit of
During the period LVCG carried out two equity fundraisings for a total of
Since the period end, there has been a substantial improvement in cash flows from operating activities, with Group receivables reducing to
As at 26 September 2018 the Group's cash position had improved to
We have grown our business in
In September 2018, our wholly-owned subsidiary Parallel Live Group Limited ("PL") signed a joint venture with US-based company Three Six Zero, forming a new company, Parallel Three Six Zero Inc. ("PTSZ"). PTSZ has been granted exclusive rights by PL to promote BRICKLIVE events in
PTSZ has agreed terms for an exclusive agreement with Live Nation Entertainment, Inc. for the promotion of BRICKLIVE events throughout
Acquisition of complementary business
On 26 September 2018, the Company notified that it was in discussions over a potential equity fundraising, to finance the potential acquisition of a complementary business to the Group and to accelerate organic growth. I believe that this potential transaction would be a "win win" for both businesses and would fast track the growth of the enlarged Group.
I would like to take this opportunity to make a special mention of the Group's Board and Staff worldwide for their considerable efforts. I would like to give specific thanks to Simon Bennett for his contribution over the last 18 months and look forward to welcoming new directors in the very near future.
Finally, I would like to thank all of our shareholders for their support and belief.
David Ciclitira
Chairman
Date: 28 September 2018
Condensed consolidated income statement for half year to 30 June 2018
|
30 June 2018 |
30 June 2017 |
|
£'000 |
£'000 |
Continuing operations |
|
|
Revenue |
2,842 |
1,067 |
Cost of sales |
891 |
467 |
Gross profit |
1,951 |
600 |
|
|
|
Administrative expenses |
|
|
Foreign exchange |
(6) |
17 |
Amortisation |
2 |
- |
Other administrative expenses |
1,435 |
756 |
Total Administrative expenses |
1,431 |
773 |
|
|
|
Operating profit/(loss) |
520 |
(173) |
|
|
|
Finance costs |
17 |
- |
|
|
|
Profit (loss) for the period |
503 |
(173) |
|
|
|
Tax credit |
- |
35 |
|
|
|
Profit/(loss) for the period from continuing operations |
503 |
(138) |
|
|
|
Discontinued Operations |
|
|
Profit/(loss) for the period from discontinued operations |
(387) |
- |
|
|
|
Profit/(loss) for the period |
116 |
(138) |
Earnings (loss) per share |
Six months to 30 June 2018 |
Six months to 30 June 2017 |
|
|
|
From continued and discontinued operations |
|
|
Basic earnings per share |
0.22p |
(4.586p) |
Diluted earnings per share |
0.22p |
(4.586p) |
|
|
|
From continued operations |
|
|
Basic earnings per share |
0.957p |
(4.586p) |
Diluted earnings per share |
0.957p |
(4.586p) |
Condensed statement of comprehensive income for half year to 30 June 2018
|
30 June 2017 |
30 June 2017 |
|
Unaudited |
Unaudited |
|
£'000 |
£'000 |
Profit/(loss) for the financial period |
116 |
(138) |
|
|
|
Total comprehensive income/(expense) for the period |
116 |
(138) |
Condensed statement of financial position
|
30 June 2018 |
31 December 2017 |
|
unaudited |
audited |
|
£'000 |
£'000 |
|
|
|
Property, plant and equipment |
1,050 |
798 |
Intangible assets |
32 |
1 |
Goodwill |
4,221 |
4,221 |
Total non current assets |
5,303 |
5,020 |
|
|
|
Current assets |
|
|
Trade and other receivables |
2,549 |
1,125 |
Cash and cash equivalents |
63 |
871 |
Total current assets |
2,612 |
1,996 |
|
|
|
Total assets |
7,915 |
7,016 |
|
|
|
Current liabilities |
|
|
Deferred income and accruals |
1,407 |
1,603 |
Trade and other payables |
1,587 |
2,557 |
Total current liabilities |
2,994 |
4,160 |
|
|
|
Non current liabilities |
|
|
Deferred tax |
11 |
12 |
|
11 |
12 |
|
|
|
Total liabilities |
3,005 |
4,172 |
|
|
|
Net assets (liabilities) |
4,910 |
2,844 |
|
|
|
Equity |
|
|
Share Capital |
4,621 |
4,566 |
Share Premium |
15,590 |
13,695 |
Reverse Acquisition Reserve |
(24,268) |
(24,268) |
Merger reserve |
8,651 |
8,651 |
Capital redemption reserve |
5,034 |
5,034 |
Foreign exchange reserve |
557 |
557 |
Retained earnings |
(5,275) |
(5,391) |
|
4,910 |
2,844 |
Condensed consolidated statement of cashflows for the six months ended 30 June 2018
|
30 June 2018 |
30 June 2017 |
|
unaudited |
unaudited |
|
£'000 |
£'000 |
Operating Activities |
|
|
Profit/(loss) before tax |
116 |
(138) |
Adjusted for: |
|
|
Depreciation |
131 |
34 |
|
|
|
Adjusted profit before tax |
247 |
(104) |
Cash from operations before working capital changes |
|
|
Decrease/(increase) in trade receivables |
(1,424) |
(460) |
Increase/(decrease) in trade payables |
(1,167) |
182 |
Net Cash Flows from Operating Activities |
(2,344) |
(382) |
|
|
|
Investing Activities |
|
|
Purchase of PPE |
(414) |
(250) |
Investment in associates |
|
|
Net Cash Flows from Investing Activities |
(414) |
(250) |
|
|
|
Financing Activities |
|
|
Proceeds from Share Issue |
1,950 |
- |
Net Cash Flows from Financing Activities |
1,950 |
- |
|
|
|
Reconciliation impact of reverse acquisition accounting |
|
|
Net Cash Flows |
(808) |
(632) |
|
|
|
Cash and Cash Equivalents |
|
|
Cash and cash equivalents at beginning of period |
871 |
832 |
Effects of currency translation on cash and cash equivalents |
|
|
Cash and cash equivalents at end of period |
63 |
200 |
Condensed consolidated statement of changes in equity for half year to 30 June 2018
|
Ordinary Share Capital |
Share Premium |
Reverse acquisition reserve |
Forex and other reserves |
Merger reserve |
Capital Redemption reserve |
Retained Earnings |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Consolidated |
|
|
|
|
|
|
|
|
As at 1 January 2017 |
4,114 |
9,239 |
(18,944) |
557 |
- |
5,034 |
49 |
49 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(138) |
(138) |
As at 30 June 2017 |
4,114 |
9,239 |
(18,944) |
557 |
- |
5,034 |
(89) |
(89) |
|
|
|
|
|
|
|
|
|
As at 1 January 2018 |
4,566 |
13,695 |
(24,268) |
557 |
8,651 |
5,034 |
(5,391) |
2,844 |
Profit for the period |
- |
- |
- |
- |
- |
- |
116 |
116 |
Shares issued for cash |
56 |
1,894 |
- |
- |
- |
- |
- |
1,950 |
As at 30 June 2018 |
4,622 |
15,589 |
(24,268) |
557 |
8,651 |
5,034 |
(5,275) |
4,910 |
NOTES TO THE FINANCIAL INFORMATION
1. Basis of Preparation
The condensed financial statements have been prepared in accordance with International Accounting Standard IAS34. The condensed consolidated half-yearly financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2017, which have been prepared in accordance with International Financial Reporting Standards. These half-yearly results are unaudited and do not constitute statutory accounts.
2. Significant Accounting Policies
The condensed financial statements have been prepared on the historical cost basis. The same accounting policies, presentation and method of computation are followed in these condensed financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2017.
3. Segment Information
The group operated under two segments, Licences and Proprietary events.
Operating Segments |
Licences |
Proprietary Events (discontinued) |
Unallocated |
Consolidated |
||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
30 June 2018 |
30 June 2017 |
30 June 2018 |
30 June 2017 |
30 June 2018 |
30 June 2017 |
30 June 2018 |
30 June 2017 |
Revenue |
2,842 |
1,067 |
431 |
- |
- |
- |
3,273 |
1,067 |
Cost of sales |
891 |
467 |
671 |
- |
- |
- |
1,561 |
467 |
Administration expenses |
880 |
738 |
147 |
- |
560 |
- |
1,587 |
738 |
Finance costs |
- |
- |
- |
- |
9 |
- |
9 |
- |
Profit/(loss) for the period before taxation |
1,071 |
(138) |
(387) |
- |
(569) |
- |
116 |
(138) |
Early in 2018, the group carried out an activity for which it directly promoted an event. Although it provided significant brand awareness, the business model going forwards will be that of a licensing model.
4. Earnings per Share
The basic earnings per share are calculated by dividing the profit attributable to equity shareholders by the weighted average number of shares in issue during the year. In calculating the diluted earnings per share, any outstanding share options, warrants and convertible loans are considered where the impact of these is dilutive.
|
Six months to 30 June 2018 |
Six months to 30 June 2017 |
Profit/(loss) for the period (£'000) (continuing) |
503 |
(285) |
Profit from all operations |
116 |
(285) |
Weighted average number of shares in issue |
52,517,064 |
3,009,223 |
|
|
|
Earnings (loss) per share |
|
|
|
|
|
From continued and discontinued operations |
|
|
Basic earnings per share |
0.22p |
(4.586p) |
Diluted earnings per share |
0.22p |
(4.586p) |
|
|
|
From continued operations |
|
|
Basic earnings per share |
0.957p |
(4.586p) |
Diluted earnings per share |
0.957p |
(4.586p) |
* Diluted earnings per share in both 2018 and 2017 are the same as basic earnings per share, as the options in issue during these years have had no dilutive effect on continuing operations.
5. Dividends
No dividend was recommended or paid for the period under review
6. Issued share capital
There were two share issues in the period:
|
Shares issued |
Price per share £ |
Value £'000 |
Nominal per share £ |
Nominal £'000 |
Premium per share £ |
Premium £'000 |
Jan-18 |
4,571,425 |
0.35 |
1,600 |
0.01 |
46 |
0.34 |
1,554 |
Apr-18 |
1,000,000 |
0.35 |
350 |
0.01 |
10 |
0.34 |
340 |
|
5,571,425 |
|
1,950 |
|
56 |
|
1,894 |
Issued share capital as at 30 June 2018 is comprised as follows:
Issued and fully paid |
No. of shares |
£'000 |
Ordinary shares of 1p |
53,778,918 |
538 |
New deferred shares of 51.8p |
2,047,523 |
1,061 |
Deferred ordinary shares of 0.5p each |
199,831,545 |
999 |
Deferred B shares of |
103,260 |
2,024 |
|
|
4,622 |
* The deferred ordinary shares and new deferred shares do not entitle their holders to receive dividend or other distribution nor do they entitle their holders to receive notice, attend speak or vote at any General Meeting of the Group. The rights of deferred shareholders are set out in full in the financial statements for the year ended 31 December 2017.
7. Property, plant and equipment
During the period, the group spent
8. Related Parties
At 30 June 2018 the following were owed to directors of the Group:
Unpaid balances at 30 June 2018 |
30 June 2018 |
31 December 2017 |
|
£'000 |
£'000 |
David Ciclitira |
44 |
355 |
Serenella Ciclitira |
62 |
78 |
Ranjit Murugason |
20 |
10 |
Simon Bennett |
12 |
12 |
|
138 |
455 |
Remuneration and expenses |
6 months |
6 months |
|
30 June 2018 |
30 June 2017 |
|
£'000 |
£'000 |
David Ciclitira |
188 |
210 |
Serenella Ciclitira |
8 |
12 |
Ranjit Murugason |
21 |
- |
Simon Bennett |
20 |
- |
Andrew Smith |
60 |
- |
9. Events after the end of the Reporting Period
On 26 September, the Company notified that it is in discussions over a potential equity fundraising, to finance the potential acquisition of a complementary business to the Group and to accelerate organic growth.
Of the
10. New subsidiary companies
The company formed two new
· Brick Live Touring Limited - incorporated on 13 March 2018 to promote the touring activities of the business.
· Brick Live Education Limited - incorporated on 10 January 2018 and currently dormant.
11. Other
Copies of the unaudited half-yearly results have not been sent to shareholders, however copies are available at www.livecompanygroup.com or on request from the Group's Registered Office.
12. Approval of Half-Yearly Financial Statements
The half-yearly financial statements were approved by the Board of directors on 28 September 2018.
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