TIDMLVCG
RNS Number : 2598B
Live Company Group PLC
30 September 2022
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014. as it
forms part of UK Domestic Law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR").
30 September 2022
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
UNAUDITED HALF-YEARLY RESULTS FOR THE SIX MONTHSED 30 JUNE
2022
Live Company Group Plc (AIM: LVCG), a leading live events and
entertainment group, announces its unaudited half-yearly results
for the six-month period ended 30 June 2022.
HIGHLIGHTS
- Successful initial Frankfurt KPOP Festival and major plans to develop this division.
- BRICKLIVE continues to rebuild post COVID-19 with the return
to live events with The Great Brick Adventure at the ICC, Wales in
June 2022, although affected by higher international shipping and
operating costs.
- Work continuing with LCSE across a number of events, including
the Cape Town Cycle Tour in March 2022 and working towards
ratification of Cape Town Formula E race for February 2023.
- Following the acquisition of the remaining share of StART.ART
outside the reporting period, well-attended initial Live Art event
in Seoul with the London show to take place in October 2022 and
further physical art shows planned. Also, progressing digital
offering to the income stage.
David Ciclitira, Chairman, said:
"Despite a difficult backdrop in Q1 and Q2 I am pleased at the
progress we continue to make across all our divisions. I thank
shareholders for their continued support as we work on building an
exceptional live event and digital brand."
Enquiries:
Live Company Group Plc Tel: 020 7225 2000
David Ciclitira, Executive Chairman
Sarah Dees, Chief Operating Officer
Beaumont Cornish Limited (Nominated Adviser) Tel: 020 7628 3396
Roland Cornish/Rosalind Hill Abrahams
===================
OvalX (Broker) Tel: 020 7392 1436
Thomas Smith
===================
LIVE COMPANY GROUP
Live Company Group Plc ("LVCG", the "Company" or the "Group") is
a live events, entertainment and sports events company, that has
been trading on AIM since 2017.
The Group is divided into four divisions; BRICKLIVE, consisting
of a network of partner-driven fan-based and touring shows using
BRICKLIVE created content worldwide. The Company owns the rights to
BRICKLIVE - an interactive experience built around the creative
ethos of the world's most popular construction toy bricks. The
Group is an independent producer of BRICKLIVE and is not associated
with the LEGO Group. The second is KPOP.FLEX, Europe's first ever
Mega KPOP music festival. The third is Live Company Sports and
Entertainment, which manages a number of global sports,
entertainment and lifestyle events. The fourth division is
StART.ART a combination of both physical art shows and a digital
art platform.
Website: www.livecompanygroup.com
CHAIRMAN'S STATEMENT
The first half of 2022 was a busy time for the Company as
inaugural events such as the first KPOP festival in Frankfurt
brought further diversification to the revenue streams of the
group.
Additionally, in August 2022 StART.ART was fully incorporated
into the group with the first live event in Korea held in September
2022
KPOP
Our new KPOP division experienced an extremely busy first half
of the year. In January 2022 we continued the build-up for the
Frankfurt concert with three new acts announced, while in February
the final acts were announced and the first day ticket sales sold
out (43,000 tickets), an additional day was added and 27,000
tickets were sold for that Sunday.
In March we agreed a merchandising agreement with Nylon
Merchandising Ltd with the minimum upfront fee of EUR350,000
received in March; and in May we signed a contract for the
streaming of the Frankfurt event.
The event took place on 14 and 15 May 2022 to great acclaim with
KPE reporting a profit from the event of GBP160,000 (GBP80,000 net
share due to LVCG) which, for a first event was positive. In
addition to the profit share, LVCG was also able to recover
GBP137,000 of staff costs which was below our expectations although
we hope to recover some of the shortfall from future events.
There were a lot of lessons learned and we look forward to
implementing some key changes and improvements at the Frankfurt
2023 festival.
In May we announced the signing of a contract with the O2 in
London for a 3 day festival in September 2023.
Today, we are pleased to report the signing of a contract with
the O2 for a K-POP Concert on the 20(th) of November 2022. Further
details will be announced in due course. Discussions continue for
future Concerts in 2023.
BRICKLIVE
H1 2022 saw the return of the first live BRICKLIVE interactive
event post COVID with The Great Brick Adventure at the ICC Wales in
June 2022, This was followed, post balance sheet, by BRICKLIVE in
the Park,in August 2022. Feedback from attendees was positive but
revenues were below our initial hopes.
In H1 2022, we signed contracts with Knowsley Zoo, Prescot for
BRICKLIVE Big Cats. Severn Valley Railway for Paddington,
Northampton BID for Paw Patrol and Zoo New England for BRICKLIVE
Supersized at their Stone Zoo site in Boston. We also signed with
Oklahoma City Zoo and Botanical Gardens which ends in October
2022.
In total we have held 28 tours/shows thus far in 2022 with 3
more still to take place and 4 signed contracts for 2023. Whilst
it's a long way to go back to the 81 shows we ran in 2019
pre-pandemic I remain positive about the continued growth for this
division.
LCSE
It has been a busy six months for LCSE with the majority of work
being focussed on the completion of the Formula E approvals and
preparation for the Cape Town based race. Although the race has not
yet been formally included in the Season 9 race calendar, the team
in South Africa, led by Bruce Parker-Forsyth - who recently
attended the Formula E London race, have been extremely busy
finalising the arrangements to ensure the race is ratified by the
FIA at its October 2022 meeting and a world class event takes place
in February 2023.. The Company hopes to share a further update on
this in early November 2022.
Additionally, the Cape Town Cycle Tour took place in March 2022.
LCSE has a long term and long standing contract and relationship
with Pick 'n Pay the presenting sponsor of this event.
Other events include several Food and Wine festivals in the Cape
as well as Durban (Natal) while preparations for the South African
leg of the Ocean Race continue.
START
Following the acquisition of the remaining share of StART.ART in
August 2022 outside the reporting period, we held a well-attended
initial Live Art event in Seoul, with over 500 VIP guests attending
the opening night. This event was help in association with our
licence partner in Korea and given that this was an inaugural
event, it was positive that it provided a profit contribution to
the Group.
We continue to consider how best to progress our digital
offering to the income stage and, in addition to the London show in
October 2022, look forward to further StART+ physical art shows in
2022 and early 2023.
CORPORATE
Funding
In March 2022 the Company raised GBP0.825 million (before
expenses) to provide additional working capital for the group and
in July 2022 raised a further GBP0.8 million (before expenses) to
acquire the remaining share capital in StART.ART and provide
additional working capital for the BRICKLIVE and LCSE divisions.
The placing and investment were approved by a general meeting in
July 2022. Due to cash receipts in recent months being below
budget, in the main, funds have been used to settle COVID-19
related legacies and this has meant that in the short term cash
continues to be tight. However, as noted below we have plans to
address this and in the meantime I remain conscious of my
commitment to stand behind the Group.
Having created a profitable new brand I have spent the summer
planning for the future of K. Flex in the remaining months of 2022
and in 2023 and beyond.
After multiple visits to Seoul and discussions here in Europe I
am pleased to report that we now have a clear strategy which
enables us to potentially establish multiple festivals and
concerts. Part of this strategy is the need to establish industry
partnerships, which I am pleased to confirm are already under
discussion, but to grow our brand we we need to create our own
Independant Korean based KPOP team, which means we have had to, and
will continue to, raise additional funds to support our K-POP
growth.
I am pleased to confirm the establishment of K.FLEX in Seoul in
partnership with Jason LEE our partner in the highly successful
StART Art Fair Seoul. This new partnership will involve the payment
of GBP300,000 to LVCG as the start of a continued investment in our
K.FLEX business.This will be in the form of a cash subscription and
annual licence fee payment details of which will be announced in
due course.
The Next 18 Months
The last 18 months have been incredibly challenging and the
effects of COVID-19 linger in some of our global markets such as
Asia. This I am sure everyone understands. Looking to 2023, I am
cautiously optimistic based on the increased demand for live events
and the growing interest in KPOP globally. With all divisions now
within LVCG we have a multitasked team and a diversity of revenue
sources and rich content across art, music, sport and brick based
events.
I would like to take this opportunity to THANK my fellow
directors, advisors, shareholders and staff who have continued to
ensure that we are able to weather the storm which has flattened
many of our previous competitors.
David Ciclitira
Chairman
29 September 2022
FINANCIAL REVIEW
REVENUE AND OPERATIONS
The lingering effects of COVID-19 continue to be felt across the
markets and geographies in which the Group operates however
revenues are now returning to pre COVID-19 levels.
Revenue for the six months to 30 June 2022 was GBP2,606,000,
319% up on the six months to 30 June 2021 and 27% up on the
immediately preceding six months to 31 December 2021 reflecting the
emergence of the markets and geographies in which the Group
operates from their COVID-19 imposed hiatus and includes revenues
for 100% of KPE of which LVCG owns 50%.
K FLEX
The inaugural KFLEX festival took place in Frankfurt over two
days in May 2022, the event was a collaboration between PK Events
GmbH (the Local Promoter), Eintracht Frankfurt Stadion GmbH (the
Stadium Operator) and K-Pop Europa Ltd, (KPE, the Group's
subsidiary which is 50% owned with Explorado Venture GmbH).
The festival saw over 65,000 fans attend over the two days and
was profitable overall with KPE receiving a share of ticket revenue
as well as promotors fees and a EUR350,000 minimum guarantee from
merchandise sales giving a total revenue from the event in excess
of EUR1m. After costs and administrative expenses KPE made a profit
of GBP160,000 of which GBP80,000 is attributable to the Group. In
addition to the profit share, the Group was also able to recover
GBP137,000 of staff costs.
Dates for the 2023 Frankfurt K.FLEX festival have been confirmed
for June 2023 and tickets are already on sale.
BRICKLIVE
BRICKLIVE Tours and Trails are now returning to pre COVID-19
levels with as zoos, shopping centres and other visitor attractions
return to full capacity with 19 events taking place in the six
months to 30 June 2022 compared to six events in the six months
ended 30 June 2021.
At GBP171,000 for the six months to 30 June 2022, revenue for
BRICKLIVE Models and Sets is down 55% on the six months ended 30
June 2021, this is due, partly, to the prior period including
one-off sales of surplus brick stock totalling GBP163,000.
Across the division, revenue for the six months to 30 June 2022
was GBP1m, 84% up on the six months ended 30 June 2021.
High costs of international shipping together with higher
operating costs associated with COVID-19 have continued to put a
downward pressure on profitability and the Group continued to take
steps to control operating expenses, reducing staff numbers by a
further 43% since December 2021 and further consolidating the
Groups storage facilities.
LCSE
Live events have now resumed in South Africa including the Cape
Town Cycle Tour in March 2022, for which LCSE represents Pick n Pay
the event presenting partner, and the Pick n Pay Wine Festivals,
for which LCSE receives management and event fees.
Preparation continues for Series 9 of the ABB FIA Formula E
World Championship and the inaugural Cape Town E-Prix expected to
take place in February 2023. LCSE is the project manager and
delivery partner for E Movement (Pty) Limited, (EMPL) the race
promoter and the Group, via its 100% subsidiary E Movement Holdings
Limited (EMHL), is the exclusive worldwide representative for the
commercial and sponsorship rights. We await final confirmation from
the FIA for the 2023 event.
Across the division revenue for the six months to 30 June 2022
was GBP573,000, 674%, up on the six months ended 30 June 2021.
StART.ART
In July 2022 the Company announced the proposed acquisition of
the remaining 80.06% of Start Art Global Ltd. (StART.ART) not
already owned by the Group from David Ciclitira and Ranjit
Murugason, prior to the completion of the acquisition the Group
held 19.94% of the issued share capital of StART.ART which is
included in investments in financial assets in the Condensed
Consolidated Statement of Financial Position for the six month
period to 30 June 2022. From the date of acquisition the results of
StART.ART will be consolidated as a separate operating segment
alongside BRICKLIVE, LCSE and K FLEX.
PXEBITDA
The Group uses PXEBITDA (Pre-Exceptional Item EBITDA) to allow
the users of the consolidated financial statements to gain a
clearer understanding of the underlying performance of the business
without the impact of one off non-recurring costs of an exceptional
nature.
Six months to Six months to
C onsolidated 30 June 2022 30 June 2021
GBP'000 GBP'000
Revenue 2,606 622
-------------- --------------
Pre-Exceptional items EBITDA (597) (1,349)
Impairment of investments and goodwill - -
Share option and warrant charge (88) (139)
Other exceptional costs (14) (33)
-------------- --------------
Total Exceptional Items (102) (172)
-------------- --------------
Depreciation and amortisation expense (600) (558)
Finance costs (88) (33)
Loss after tax (1,387) (2,112)
-------------- --------------
Exceptional items
As set out in Note 3 exceptional items includes non-cash charges
of GBP88,000 being the share option and warrant charge and
GBP14,000 being costs associated with the acquisition of the
remaining 80.06% of StART.ART which was completed in July 2022 (six
months to 30 June 2020: GBP139,000, being the share option and
warrant charge and GBP33,000 being costs associated with the
initial investment in StART.ART in May 2021 and associated share
placing).
POST BALANCE SHEET EVENTS
In July 2022 the Company announced the proposed acquisition of
the remaining 80.06% of Start Art Global Ltd. (StART.ART) not
already owned by the Group from David Ciclitira and Ranjit
Murugason together with a conditional placing of 15,000,000 new
Ordinary shares of 1p each at a placing price of 4p a share and a
Broker Option for up to 10,000,000 additional new Ordinary shares
of 1p each on the same terms.
Following a general meeting held on 27 July 2022, and the
completion of the acquisition of the outstanding shares in
StART.ART, the Company confirmed that 6,000,000 of the Broker
Option had been taken up resulting in a total of 21,000,000 new
Ordinary shares of 1p being issued for a total consideration of
GBP840,000.
As referred in the Chairman's statement above, the Company has
entered into an agreement with our partner in the StART Art Fair
Seoul, Jason LEE, to develop K.FLEX in Korea. This will be in the
form of a cash subscription and annual licence fee payment details
of which will be announced in due course.
Richard Collett
Financial Accountant
29 September 2022
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT FOR SIX MONTHS
TO 30 JUNE 2022
Notes 30 June 30 June
2022 2021
GBP'000 GBP'000
Revenue 2 2,606 622
Cost of sales (2,148) (1,164)
Gross (loss)/profit 458 (542)
Administrative expenses
Foreign exchange (57) (11)
Depreciation and amortisation of
non-financial assets (199) (193)
Other administrative expenses (1,399) (1,161)
Total administrative expenses (1,655) (1,365)
Operating loss before exceptional
items (1,197) (1,907)
Exceptional items 3 (102) (172)
Operating loss after exceptional
items (1,299) (2,079)
Finance costs (88) (33)
Loss for the period before tax (1,387) (2,112)
Taxation - -
Loss for the period after tax (1,387) (2,112)
Other comprehensive income - -
Non controlling interest (83) -
Total comprehensive income attributable
to the equity holders of the parent
company (1,470) (2,112)
-------- --------
Loss per share
Basic and diluted 4 (0.9p) (1.8p)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2022
Notes 30 June 31 December
2022 2021
GBP'000 GBP'000
Non-current assets
Property, plant and equipment 6 3,712 3,932
Intangible assets 7 1,111 1,231
Right of use asset 139 169
Investments 8 1,113 1,113
Goodwill 884 884
Total non current assets 6,959 7,329
--------- ------------
Current assets
Inventories 3,576 3,805
Trade and other receivables 990 512
Cash and cash equivalents 18 211
Total current assets 4,584 4,528
--------- ------------
Total assets 11,543 11,857
--------- ------------
Current liabilities
Borrowings 9 399 477
Trade and other payables 2,879 2,636
Lease liabilities 69 66
Deferred income and accruals 1,097 1,172
Total current liabilities 4,444 4,351
--------- ------------
Net current assets 140 177
--------- ------------
Non current liabilities
Deferred tax 761 761
Borrowings 998 1,201
Lease liabilities 87 122
1,846 2,084
--------- ------------
Net assets 5,253 5,422
--------- ------------
Equity
Share capital 10 5,923 5,682
Share premium 27,855 27,024
Other reserves (23,694) (23,698)
Own shares reserve (2,129) (2,111)
Merger reserve 14,472 14,472
Capital redemption reserve 5,034 5,034
Share option reserve 585 515
Non controlling interest 83 -
Retained earnings (22,876) (21,496)
Equity attributable to equity
holders of the parent 5,253 5,422
--------- ------------
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE
SIX MONTHSED 30 JUNE 2022
30 June 2022 30 June 2021
GBP'000 GBP'000
Cash flows from operating activities
Operating loss (1,197) (1,907)
Depreciation 426 385
Amortisation of trademarks 144 142
Depreciation of right of use assets 30 31
Non exceptional option and warrants
charge 52
Cash flow from exceptional items (13) (33)
Decrease in inventories 229 502
Increase in receivables (474) (195)
Increase in payables 336 895
Cash used in operations (467) (180)
------------- -------------
Cash flow from investing activities
Acquisition of intangible fixed (24) -
assets
Acquisition of investments - (1,000)
Acquisition of property, plant
and equipment (206) (151)
Net cash used in investing activities (230) (1,151)
------------- -------------
Cash flow from financing activities
Issue of equity 896 1,500
Repayment of lease liabilities (32) (29)
Proceeds from borrowings 50 143
Repayment of loans (281) (237)
Interest paid (88) (33)
Share issue costs (41) (90)
Net cash generated from financing
activities 504 1,254
------------- -------------
Net cash outflow (193) (77)
------------- -------------
Cash and cash equivalents at beginning
of the period 211 168
------------- -------------
Net decrease in cash and cash equivalents (193) (77)
------------- -------------
Cash and cash equivalents at end
of the period 18 91
------------- -------------
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 JUNE 2022
Ordinary Share Reverse Forex Own Merger Capital Share Non Retained Total
share premium acquisition reserve shares reserve redemption option controlling earnings
capital reserve reserve reserve reserve interest
GBP.000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1
January
2021 5,165 25,004 (24,268) 571 (2,151) 14,472 5,034 496 - (18,554) 5,769
Loss for the
period - - - - - - - - - (2,112) (2,112)
Shares
issued for
cash 300 1,200 - - - - - - - - 1,500
Debt to
share
conversion 79 568 - - - - - - - 647
Forex
differences
arising - - - (3) - - - - - - (3)
Warrant
charge - - - - - - - 28 - - 28
Options
charge - - - - - - - (106) - - (106)
Option
charge
transfer - - - - - - - - - 217 217
Share issue
costs - (90) - - - - - - - - (90)
As at 30
June 2021 5,544 26,682 (24,268) 568 (2,151) 14,472 5,034 418 - (20,449) 5,850
--------- -------- ------------ -------- -------- -------- ----------- -------- ------------ --------- --------
As at 1 January 2022 5,682 27,024 (24,268) 570 (2,111) 14,472 5,034 515 - (21,496) 5,422
Loss for the period - - - - - - - 83 (1,470) (1,387)
Shares issued for cash 179 717 - - - - - - - 896
Debt to share conversion 62 156 - - - - - - - 218
Forex differences
arising - - - 4 - - - - - - 4
Own share reserves - - - - (18) - - - - - (18)
Gain on sale of own
shares - - - - - - - - - 19 19
Warrant charge - - - - - - - 17 - - 17
Options charge - - - - - - - 53 - - 53
Option charge transfer - - - - - - - - - 71 71
Share issue costs - (42) - - - - - - - - (42)
As at 30 June 2022 5,923 27,855 (24,268) 574 -2,129 14,472 5,034 585 83 (22,876) 5,253
------ ------- --------- ---- -------- ------- ------ ---- --- --------- --------
NOTES TO THE FINANCIAL INFORMATION
1. Basis of preparation
The condensed consolidated interim financial report for the
half-year reporting period ended 30 June 2022 are unaudited and
have been prepared in accordance with Accounting Standard IAS 34
Interim Financial Reporting and the same accounting policies and
methods of computation are followed in the interim financial report
as compared with the most recent annual financial statements. They
do not constitute statutory accounts as defined in section 434 of
the Companies Act 2006. The financial statements for the year ended
31 December 2021 were prepared in accordance in accordance with UK
adopted International Accounting Standards (IFRS), and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS as at 31 December 2021. The report of the auditor on
those financial statements was unqualified and did not draw
attention to any matters by way of emphasis of matter.
The interim report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this
report is to be read in conjunction with the annual report for the
year ended 31 December 2021 and any public announcements made by
the Live Company Group Plc during the interim reporting period.
1.1 Going Concern
The Directors have assessed the viability of the Group over a
five-year period, taking account of the Group's current position
and prospects, its strategic plan and the principal risks and how
these are managed. Based on this assessment, the Directors have a
reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over this
period.
In making this assessment, the Directors have considered the
resilience of the Group in severe but plausible scenarios, taking
into account the principal risks and uncertainties facing the
Group,the effectiveness of any mitigating actions and the Group's
ability to access additional working capital. The Directors'
assessment considered the potential impacts of these scenarios,
both individually and in combination, on the Group's business
model, future performance, solvency and liquidity over the period.
Sensitivity analysis was also used to stress test the Group's
strategic plan and to confirm that sufficient headroom would remain
available under the Group's credit facilities. The Directors
consider that under each of these scenarios, the mitigating actions
would be effective and sufficient to ensure the continued viability
of the Group. The Directors believe that five years is an
appropriate period for this assessment, reflecting the average
length of the Group's contract base; key markets; and the nature of
its businesses and products.
Consequently, the Directors have prepared these consolidated
financial statements on the going concern basis, which assumes that
the Group will continue in operational existence for the
foreseeable future.
2. Segment Information
The Group has four operating segments, namely: BRICKLIVE Tours
and Trails, BRICKLIVE Models and Sets, Sports and Entertainment
division (LCSE) and KPOP.FLEX.
BRICKLIVE LCSE K FLEX Unallocated Total
Models Tours
and Sets and Trails
Six months to GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
30 June 2021
Revenue 381 167 74 - - 622
Cost of sales (554) (242) (2) - - (798)
Administrative
expenses (238) (105) (148) - (681) (1,172)
Amortisation
and depreciation (115) (416) - - (28) (559)
Finance costs - (33) (33)
Exceptional items -
Taxation - - - - (172) (172)
Segment loss
for period (526) (596) (76) - (914) (2,112)
------------------- ---------- ------------ -------- -------- ------------ --------
PXEBITDA (470) (205) (76) - (598) (1,349)
------------------- ---------- ------------ -------- -------- ------------ --------
Six months to GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
30 June 2022
Revenue 171 835 573 977 50 2,606
Cost of sales (111) (542) (418) (649) (28) (1,748)
Administrative
expenses (143) (698) (157) (162) (294) (1,454)
Amortisation
and depreciation (25) (523) - - (52) (600)
Finance costs - - - - (88) (88)
Exceptional items - - - - (102) (102)
Taxation - - - - - -
Non controlling
interest - - - (83) - (83)
------------------- ---------- ------------ -------- -------- ------------ --------
Segment loss
for period (108) (928) (2) 83 (514) (1,469)
------------------- ---------- ------------ -------- -------- ------------ --------
PXEBITDA (83) (404) (2) 166 (273) (596)
------------------- ---------- ------------ -------- -------- ------------ --------
The Group uses PXEBITDA as a measure to assess the performance
of the segments. This excludes discontinued operations and the
effects of exceptional items of expenditure which may have an
impact on the quality of earnings such as restructuring costs,
fundraising costs, legal expenses and impairments when the
impairment is the result of an isolated, non-recurring event.
Content depreciation is included with amortisation and
depreciation in this note but in cost of sales in the Consolidated
Statement of Comprehensive Income. Administrative expenses are
apportioned to each trading segment in proportion to the revenue
earned. Interest expenditure is not allocated to segments as this
type of activity is driven by the central treasury function which
manages the cash position of the Group.
3. Exceptional items
Six months to 30 June 2022 Six months to 30 June 2021
GBP'000 GBP'000
Share option and warrant charge 88 139
Transactional costs 14 33
102 172
--------------------------- ---------------------------
Share option and warrant charge
The Group uses the Black-Scholes model to value its share
options and warrants. Certain judgement is required in determining
the assumptions such as the risk-free interest rate and standard
deviation rate used. The charge for the six months to 30 June 2022
is GBP88,000 (six months to 30 June 2021: GBP139,000).
During the six months to 30 June 2022 1,744,457 options and
8,028,840 warrants lapsed resulting in a transfer of GBP71,000 from
share option reserve to retained earnings (six months to June 2021:
1,341,889 options and nil warrants lapsed resulting in a transfer
of GBP217,000).
Transactional costs
During the six months to 30 June 2022 transactional costs relate
to the acquisition of the remaining share capital of Start Art
Global Ltd. not already owned, the acquisition was completed in
July 2022.
During the six months to 30 June 2021 transactional costs
related to the acquisition of the initial minority interest in
Start Art Global Ltd and GBP1,500,000 placing in May 2021.
4. Loss per share
The basic loss per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of shares in issue during the period. In calculating the diluted
loss per share, any outstanding share options and warrants are
considered where the impact of these is dilutive.
Six months to Six months to
30 June 2022 30 June 2021
Loss for the period after tax (GBP'000) (1,469) (2,112)
Weighted average number of shares in issue 172,677,557 115,388,690
Basic and diluted loss per share* (pence) (0.9p) (1.8p)
* Diluted loss per share in both 2022 and 2021 are the same as
basic loss per share, as the options in issue had no dilutive
effect on continuing operations.
5. Dividends
No dividend was recommended or paid for the period under
review.
6. Property, plant and equipment
Show Content Other Total
30 31 December 30 31 December 30 31 December
June June June
2022 2021 2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- ------------ -------- ------------ -------- ------------
Cost
Cost at start 6,142 5,556 178 175 6,320 5,731
Additions 205 586 1 3 206 589
Disposals - - - - - -
6,347 6,142 179 178 6,526 6,320
-------- ------------ -------- ------------ -------- ------------
Depreciation
At start 2,241 1,487 147 100 2,388 1,587
Charge 401 754 25 47 426 801
Disposals - - - - - -
2,642 2,241 172 147 2,814 2,388
-------- ------------ -------- ------------ -------- ------------
Net book value
at end 3,705 3,901 7 31 3,712 3,932
Net book value
at start 3,901 4,069 31 75 3,932 4,144
7. Intangible assets
30 June 2022 31 December 2021
GBP'000 GBP'000
------------- -----------------
Cost
Cost at start 1,540 1,539
Additions 24 1
------------- -----------------
1,564 1,540
------------- -----------------
Amortisation
At start 309 23
Charge 144 286
------------- -----------------
453 309
------------- -----------------
Net book value at end of the period 1,111 1,231
Net book value at start of the period 1,231 1,516
Trademarks
Trademarks are obtained for each show in each jurisdiction
around the world. Trademarks are amortised over their estimated
useful lives, which is on average 10 years. The carrying value of
trademarks at 30 June 2022 is GBP78,000 (31 December 2021:
GBP59,000).
LCSE
In December 2020 the Company formed a new Sports and
Entertainment division ('LCSE') through the acquisition of the
entire issued share capital of Live Company Sports and
Entertainment Limited together with its wholly owned subsidiary
Live Company Sports and Entertainment (Pty) Limited and 50%
interest in K-Pop Europa Limited for GBP650,000. Prior to the
acquisition, Live Company Sports and Entertainment Limited was 100%
owned by David Ciclitira.
The Company also purchased certain contracts from World Sport
South Africa (Pty) Limited for GBP500,000 and acquired the entire
issued share capital of E Movement Holdings Ltd for GBP300,000.
Prior to the acquisition E Movement Holdings Ltd was 33.34% owned
by David Ciclitira.
The substance of these transactions being the acquisition of a
series of contracts rather than a business combination as defined
in IFRS 3 'Business Combinations'. The acquired contracts are
amortised over the period of the rights acquired, where contracts
are renewable and are likely to be renewed for a further period
such further period, but no subsequent periods, is considered to be
part of the period of the rights acquired. The carrying value of
these contracts at 30 June 2022 is GBP1,034,000 (31 December 2021;
GBP1,172,00).
8. Investments
30 June 2022 31 December 2021
GBP'000 GBP'000
------------- -----------------
Cost
Cost at start 1,113 -
Additions - 1,113
------------- -----------------
1,113 1,113
------------- -----------------
Impairment
At start - -
Impairment - -
------------- -----------------
- -
------------- -----------------
-
Net book value at end of the period 1,113 1,113
Net book value at start of the period 1,113 -
In May 2021 the Company subscribed to 389 ordinary shares in
Start Art Global Limited. ('StART.ART'), representing a
non-controlling stake of 18.6% of the total issued share capital of
the company, for a total consideration of GBP1,000,000. Prior to
the transaction StART.Art was 100% owned by David Ciclitira and
Ranjit Murugason.
In November 2021 StART.ART acquired the entire issued share
capital of Start (2013) Limited, the promoter of the StART ART
Fair, in an all share transaction, resulting in a decrease in the
Company's interest in the enlarged group from 18.6% to 14.6% with
no diminution of value. Prior to the acquisition Start (2013)
Limited was 100% owned by David Ciclitira and Ranjit MurugasonIn
December 2021 StART.Art issued a further 180 ordinary shares to
LVCG for nominal consideration increasing LVCG's holding to
19.94%.
In November 2021 the Company purchased 271 ordinary shares,
representing 20% of the total issued share capital, in E-Movement
(PTY) Limited ('EMPL') from David Ciclitira for a total
consideration of GBP113,460. These shares were originally purchased
by David Ciclitira (acting in his personal capacity) for the same
amount in anticipation of them being transferred In to the Company.
EMPL is the South African based promoter of the Cape Town E Prix
expected to be confirmed for Series 9 of the ABB FIA Formula E
World Championship and due to take place in February 2023.
9. Borrowings
30 June 2022 31 December 2021
GBP'000 GBP'000
------------- -----------------
Loan due within one year 399 477
Loan due after one year 998 1,201
------------- -----------------
1,397 1,678
------------- -----------------
In April 2020 the Company entered into a GBP250,000 CBILS loan
agreement with NatWest Bank Plc of which GBP212,962 remained
outstanding at the balance sheet date. The loan is unsecured, for a
term of six years with an effective interest rate of 4.08%.
In August 2020 the Group entered into an agreement with Close
Leasing Limited whereby stock totalling GBP1,500,000 included under
Inventories in the Statement of Financial Position in these
condensed consolidated financial statements was sold to Close
Leasing Limited and purchased back under the terms of a
GBP1,500,000 Hire Purchase Facility (HP Agreement) provided in
conjunction with the CBILS, of which GBP1,184,373 remained
outstanding at the balance sheet date. The HP Agreement was for a
term of five years at an effective interest rate of 5.14% secured
against the GBP1,500,000 of stock subject to the agreement and a
fixed and floating charge over the Groups other assets.
10. Share capital
During the six months to 30 June 2022 6,223,859 Ordinary 1p
shares were issued in satisfaction of GBP218,000 of salary and fees
due to employees, Directors and suppliers,16,500,000 new Ordinary
1p shares were issued for GBP825,000 and 1,428,571 new Ordinary 1p
shares were issued on the exercise of 1,428,571 warrants at 5p.
During the six months to 30 June 2021 2,363,219 Ordinary 1p
shares were issued in satisfaction of GBP97,000 of salary and fees
due to employees, Directors and suppliers, an additional 5,500,000
Ordinary 1p shares were issued in satisfaction of deferred
consideration relating to the acquisition of Live Company Sports
and Entertainment Ltd and novation of contracts from World Sport
South Africa (Pty) Limited.
In May 2021 new equity totalling GBP1,500,000 was injected into
the Company via a placing of 30,000,000 new Ordinary 1p shares.
Shares issued Avg. Price per Value Nominal per Nominal Premium per Premium
share share share
No. GBP GBP'000 GBP GBP'000 GBP GBP'000
February 2022 6,223,859 0.04 218 0.01 62 0.03 156
March 2022 16,500,000 0.05 825 0.01 165 0.04 619
April 2022 1,428,571 0.05 71 0.01 14 0.04 57
24,152,430 0.05 1,114 0.01 241 0.04 832
-------------- ----------------- -------- ----------------- -------- ----------------- --------
Issued share capital as at 30 June 2022 is comprised as
follows:
No. of shares GBP'000
Ordinary shares of 1p 146,001,763 1,460
Deferred shares of 51.8p 2,047,523 1,061
Deferred Ordinary shares of 0.5p 199,831,545 999
Deferred B shares of GBP19.60 103,260 2,024
347,984,091 5,544
-------------- --------
The Deferred shares do not entitle their holders to receive
dividend or other distribution nor do they entitle their holders to
receive notice, attend speak or vote at any General Meeting of the
Group. The rights of Deferred shareholders are set out in full in
the financial statements for the year ended 31 December 2021.
11. Related Parties
The following amounts were owed to/(due from) Directors of the
Group:
Unpaid balances 30 June 2022 31 December 2021
GBP'000 GBP'000
David Ciclitira 297 205
Serenella Ciclitira 38 28
Ranjit Murugason - 127
Bryan Lawrie 15 24
Stephen Birrell 1 16
351 400
------------- -----------------
Remuneration Six months Six months
30 June 2022 30 June 2021
GBP'000 GBP'000
David Ciclitira 137 136
Serenella Ciclitira 13 10
Ranjit Murugason 50 47
Bryan Lawrie 16 11
Trudy Norris-Grey (resigned 14 February 2021) - 15
Mark Freebairn (resigned 14 February 2021) - 2
Simon Horgan (resigned 17 February 2021) - 2
Stephen Birrell (appointed 27 July 2021 17 -
------------- -------------
223 223
------------- -------------
David Ciclitira
David Ciclitira injected funds during the period as set out
below:
Six months Six months
30 June 2022 30 June 2021
GBP'000 GBP'000
Loan conversion - 30
- 30
-------------------------------- -------------
David Ciclitira received payments during the period as set out
below:
Six months Six months
30 June 2022 30 June 2021
GBP'000 GBP'000
Business expenses and healthcare costs 8 7
Fees and interest in relation to the provision of loan facility described in note 9 12 15
Repayment of loan facility described in note 9 91 204
111 226
------------- -------------
12. Other
Copies of the unaudited half-yearly results have not been sent
to shareholders, however copies are available at
www.livecompanygroup.com or on request from the Company's
Registered Office.
13. Approval of Half-Yearly Financial Statements
The half-yearly financial statements were approved by the Board
on 29 September 2022.
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END
IR FFFFLASIAFIF
(END) Dow Jones Newswires
September 30, 2022 02:00 ET (06:00 GMT)
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