6 February 2024
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
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
INTERIM RESULTS
CHAIRMAN'S STATEMENT
The Group has made progress during the first six months of 2023, holding the inaugural
The Directors have taken steps, as detailed below to address these concerns and to strengthen the management of the business.
1. Additional management meetings to review strategy and focus on the revenue generating divisions.
2. Continued careful management of creditors and cash position, including the payment of certain creditors in Ordinary Shares.
3. Cutting the fixed cost base by reducing staff and overhead.
4. De-risking the business model and reducing the funding requirement for events which was proving a cash burden on the Company.
The Group continued to build on its strategy of reducing risk and maximising asset and brand usage across divisions. This is clearly evident in the BRICKLIVE division, with the sunshine strategy of maximum usage for the larger tours in the
Unfortunately, two further concerts planned for 2023, Frankfurt KPOP.Flex and the KPOP LUX Super Concert London, were postponed.
The StART division has spent the first 6 months of the year selling gallery spaces for the annual fair in October 2023, which saw the 10th anniversary edition of the StART Art Fair in
It has been a busy half year for BrickLive with a growing emphasis on
We remain committed to our strategy of year-round usage of our BRICKLIVE assets, with continued grown and the expansion of further tours to the
THE FUTURE
As a result of the financial pressures on the business, a strategic review was undertaken which led to the removal of non-core and loss-making activities which led to cost savings across the business. As well as short term measures to improve working capital including the payment of some contractors in shares, the Non-Executive Directors have announced their willingness to accept their director fees in shares in 2023.
We continue to monitor our finances closely and we are committed to the financial restructuring of the Group to reduce overheads and consolidate and manage our COVID loans and creditors. As part of this, in the last quartile of 2023, the Group undertook a cost reduction and cash preservation exercise with staff numbers cut and salaries reduced where appropriate.
In late 2023, in light of the disappointing trading performance of StART.Art, the Independent Non-Executive Directors agreed in principle (subject inter allia to shareholder approval to cancel the acquisition of the 80.06% of Start Art announced on 8 July 2022 in return for the cancellation of all outstanding amounts owing to myself and Ranjit Murugason being up to an aggregate of
I support and agree with the detailed going concern statement and confirm my support for any interim cash flow shortfalls under the terms of my guarantee. As part of this commitment, I have agreed to provide a
A placing for a
The Company has also been in advanced negotiations with a cornerstone investor who has indicated interest in investing in LVCG in a two-stage process. The first being a
In addition to the above, LVCG has begun a comprehensive strategy of settling several creditor payments via shares in LVCG.
The Directors are focused on a path to profitability, based on de-risking the business model and reducing the funding requirements which were proving a burden on the Company.
I would like to thank the team for all their efforts and for their ongoing support and energy and hard work in continuing to develop and diversify the Live Company Group brand. I would also like to thank all our stakeholders for their continued belief and support of the Group.
David Ciclitira Chairman
2 February 2024
FORWARD BUSINESS MODEL
Having established a presence in
· Securing key long-term global partnerships with licensed partners, as well as sports and entertainment event owners, enabling popular sports, entertainment (with a key focus on KPOP) and edutainment events to be replicated in multiple territories;
· Increasing our assets, introducing new divisions and ensuring our content and our events are current and fresh, giving audiences what they want to see and capitalising on global trends;
· Generating sustainable recurring revenue by developing a loyal and repeat customer base through the expansion of existing brands;
· Enhancing our global presence by expanding the number of territories in which KPOP LUX, BRICKLIVE and LCSE events are held; and
· De-risking our revenue streams with multi-year licence fee arrangements rather than taking ticketing and event organisation risk.
FINANCIAL REVIEW
REVENUE AND OPERATIONS
The six months to 30 June 2023 saw the first
Formula E will be taking a break from
K.FLEX / KPOP LUX
KPOP LUX was the brand behind our first successful
Two further concerts planned for 2023, Frankfurt KPOP.Flex and the KPOP LUX Super Concert London, were postponed. The contracts are multi-year and the concert in
BRICKLIVE
Aside from the Bricklive Supersized and Bricklive Animal Paradise which were both in place in
2023
· Safari at Schenefeld,
· Ocean at Aquazoo.
· Safari at Zooparc,
· Animal Paradise Mini at Northampton BID,
· Supersized & Animal Paradise at Detroit Zoo,
· Brickosaurs Mini at St Davids Shopping Centre,
· Brickosaurs Mini at Severn Valley Railway, Kidderminster,
· Safari at Planckadael Zoo,
· Big Cats at Planckadael Zoo,
· Ocean at Blue Planet Aquarium,
· Kingdom at Bradford BID,
· Brickosaurs Mini at Reading BID,
· Animal Paradise Mini at Sewerby Hall, Bridlington,
· Evolution in
· Santa and March of the Penguins in
2024 (signed to date)
· Brickosaurs at Louritzen Gardens,
· Brickosaurs and Animal Paradise at Severn Valley Railway,
· Animal Wonders at ICC Wales,
· Brickosaurs at ICC Wales,
· Ocean at Stirling BID,
· Brickosaurs Mini at Southport BID,
· Brickosaurs Mini at Amelia Scott Museum,
· Fantasy Kingdom at Reading BID,
· Animal Paradise at St David's Shopping Centre,
· Animal Wonders and Safari at Zooparc,
· Animal Jungle at Festival Place Shopping Centre,
Furthermore, following our strategy to optimise the BRICKLIVE assets, in 2023 LVCG sold two of its underperforming tours - Mythical Beasts and Outer Space - for
LCSE
February 2023 saw two major events happen for LCSE. The first was the inaugural
LVCG has shares in the local company (E Movement PTY Limited) that owns the hosting rights to the
February was also the month of The Ocean Race's iconic stopover in
LCSE provided hospitality services and brand activation for the Cape Town Cycle Tour event and its sponsors Pick and Pay. The race took place on 12 March 2023 with over 28,000 riders taking to the streets for the 109km race and the first ever short route of 42km.
Across the division, revenue for the six months to 30 June 2023 was
In October 2023 LCSE organised the hospitality village, as well as other side events, for the World Rallycross event in
E-MOVEMENT
LVCG was proud to bring the E-prix to
StART
We ran a series of StART+ events in
In late 2023, the Independent Non-Executive Directors agreed to cancel the acquisition of the 80.06% of StART.Art announced on 8 July 2022. The StART.Art disposal is classified as a Related Party transaction under AIM Rules for Companies (the 'AIM Rules'). The Company intends to seek approval from shareholders at a General Meeting by no later than 28 March 2024, details of which will be provided in due course. The General Meeting circular will provide all information with regards to the Related Parties and the opinion of the independent director following consultation with the Company's Nominated Adviser, Beaumont Cornish Limited.
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.
Consolidated Results for the first six months of year
|
Six months to 30 June 2023 |
Six months to 30 June 2022 |
|
£'000 |
£'000 |
Revenue |
5,317 |
2,606 |
Pre-Exceptional items EBITDA |
828 |
(597) |
Share option and warrant charge |
(18) |
(88) |
Other exceptional costs |
(10) |
(14) |
Total Exceptional Items |
(28) |
(102) |
Depreciation and amortisation expense |
(594) |
(600) |
Finance costs |
(68) |
(88) |
Taxation |
20 |
- |
Profit / (Loss) after tax |
158 |
(1,387) |
POST BALANCE SHEET EVENTS
On the 22 July 2023 KPOP LUX SBS Super Concert took place in
Following the event in
Subsequent to the postponement of
In September 2023 Maria Serena Papi resigned as a director of Live Company Group plc.
During the last quartile of 2023, the Company undertook a cost reduction and cash preservation exercise with staff numbers cut and salaries reduced where appropriate.
David Ciclitira has agreed to provide a
The Non-Executive Directors, including Maria Serena Papi, have agreed to convert their outstanding director fees totalling
The Company has agreed with David Ciclitira and Ranjit Murugason, as original owners of Start Art Global Limited ("StartArt"), to cancel the acquisition of the 80.06% of Start Art as announced on 8 July 2022 in return for the cancellation of all amounts owing to the being up to an aggregate of
A placing for a
The Company has also been in negotiations with a cornerstone investor who has indicated an interest in investing in LVCG in a two-stage process. The first being a
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT
|
Notes |
Six months to |
Six months to |
|
|
£'000 |
£'000 |
Revenue |
2 |
5,317 |
2,606 |
Cost of sales |
|
(3,566) |
(2,148) |
Gross /profit |
|
1,751 |
458 |
|
|
|
|
Administrative expenses (including exceptional costs of |
3 |
(1,544) |
(1,757) |
|
|
|
|
Operating profit / (loss) |
|
207 |
(1,299) |
|
|
|
|
Finance costs |
|
(69) |
(88) |
|
|
|
|
Profit / (Loss) for the period before tax |
|
138 |
(1,387) |
|
|
|
|
Taxation |
|
20 |
- |
|
|
|
|
Profit / (Loss) for the period |
|
158 |
(1,387) |
|
|
|
|
Other comprehensive income |
|
|
|
Items that may be reclassified in future periods |
|
|
|
Translation of foreign operation |
|
- |
- |
Total other comprehensive loss |
|
- |
- |
|
|
|
|
Total comprehensive profit / (loss) for the year |
|
158 |
(1,387) |
|
|
|
|
Profit/(Loss) attributable to: |
|
|
|
Owners of the parent |
|
157 |
(1,470) |
Non-controlling interest |
|
1 |
83 |
|
|
158 |
(1,387) |
|
|
|
|
Total comprehensive loss attributable to: |
|
|
|
Owners of the parent |
|
157 |
(1,470) |
Non-controlling interest |
|
1 |
83 |
|
|
158 |
(1,387) |
|
|
|
|
|
|
|
|
Profit/(Loss) per share - Basic and Diluted |
4 |
0.1p |
(0.9p) |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
Note |
30 June |
31 December 2022 |
|
|
£'000 |
£'000 |
Non-current assets |
|
|
|
Property, plant, and equipment |
6 |
1,971 |
2,387 |
Intangible assets |
7 |
910 |
1,057 |
Right of use assets |
|
77 |
108 |
Investments |
5 |
83 |
83 |
Goodwill |
|
738 |
738 |
Total non-current assets |
|
3,779 |
4,373 |
|
|
|
|
Current assets |
|
|
|
Inventories |
|
2,613 |
2,836 |
Trade and other receivables |
|
1,923 |
860 |
Cash and cash equivalents |
|
144 |
291 |
Total current assets |
|
4,680 |
3,987 |
|
|
|
|
Total assets |
|
8,459 |
8,360 |
|
|
|
|
Current liabilities |
|
|
|
Borrowings |
9 |
539 |
511 |
Trade and other payables |
|
4,382 |
5,389 |
Lease liabilities |
|
76 |
72 |
Accruals and deferred income |
|
1,953 |
1,236 |
Total current liabilities |
|
6,690 |
7,208 |
|
|
|
|
Net current liabilities |
|
(2,380) |
(3,221) |
|
|
|
|
Non-current liabilities |
|
|
|
Deferred tax |
|
- |
- |
Borrowings |
|
662 |
819 |
Lease liabilities |
|
11 |
50 |
Total non-current liabilities |
|
673 |
869 |
|
|
|
|
|
|
|
|
Net (liabilities) /assets |
|
826 |
285 |
|
|
|
|
Equity |
|
|
|
Share capital |
10 |
6,683 |
6,509 |
Share premium |
|
28,977 |
28,844 |
Other reserves |
|
(10,463) |
(10,419) |
Capital redemption reserve |
|
5,034 |
5,034 |
Share option and warrant reserve |
|
433 |
311 |
Accumulated losses |
|
(29,848) |
(30,005) |
Equity attributable to equity holders of the parent |
|
816 |
274 |
Non-controlling interest |
|
10 |
9 |
Total Equity |
|
826 |
285 |
UNAUDITED CONDENSED MONTH STATEMENT OF CASH FLOWS
|
|
Six months to |
Six months to |
|
|
£'000 |
£'000 |
Cash flows from operating activities |
|
|
|
Operating gain / (loss) |
|
207 |
(1299) |
Depreciation |
|
419 |
426 |
Amortisation of intangible assets |
|
144 |
144 |
Depreciation of right of use assets |
|
31 |
30 |
Non exceptional option and warrants charge |
|
104 |
52 |
Cash flow from exceptional items |
|
18 |
88 |
Decrease in inventories |
|
224 |
229 |
Increase in receivables |
|
(992) |
(473) |
Decrease) / increase in payables |
|
(257) |
336 |
|
|
|
|
Cash used in operations |
|
(100) |
(467) |
|
|
|
|
Cash flow from investing activities |
|
|
|
Acquisition of intangible fixed assets |
|
- |
(24) |
Acquisition of investments |
|
- |
- |
Acquisition of property, plant and equipment |
|
- |
(206) |
|
|
|
|
Net cash used in investing activities |
|
- |
(230) |
|
|
|
|
Cash flow from financing activities |
|
|
|
Issue of equity |
|
256 |
896 |
Repayment of lease liabilities |
|
(35) |
(32) |
Proceeds from borrowings |
|
200 |
50 |
Repayment of loans |
|
(400) |
(281) |
Interest paid |
|
(68) |
(88) |
Share issue costs |
|
|
(41) |
|
|
|
|
Net cash generated from financing activities |
|
(47) |
504 |
|
|
|
|
Net cash outflow |
|
(147) |
(193) |
|
|
|
|
Cash and cash equivalents at beginning of the period |
|
232 |
211 |
Net decrease in cash and cash equivalents |
|
(147) |
(193) |
|
|
|
|
Cash and cash equivalents at end of the period |
|
85 |
18 |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
£'000 |
Ordinary share capital |
Share premium |
Reverse acquisition reserve |
Forex reserve |
Own shares reserve |
Merger reserve |
Capital redemption reserve |
Share option reserve |
Non-controlling interest |
Retained earnings |
Total |
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 |
Lapsed and expired options and warrants |
- |
- |
- |
- |
- |
- |
- |
- |
- |
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 |
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2023 |
6,509 |
28,844 |
(24,268) |
568 |
(2,105) |
15,386 |
5,034 |
311 |
9 |
(30,005) |
285 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
1 |
157 |
158 |
Shares issued for cash |
156 |
100 |
- |
- |
- |
- |
- |
- |
- |
- |
256 |
Debt to share conversion |
18 |
33 |
- |
- |
- |
- |
- |
- |
- |
- |
51 |
Forex differences arising |
- |
- |
- |
(44) |
- |
- |
- |
- |
- |
- |
(44) |
Warrant charge |
- |
- |
- |
- |
- |
- |
- |
18 |
- |
- |
18 |
Options charge |
- |
- |
- |
- |
- |
- |
- |
104 |
- |
- |
104 |
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 June 2023 |
6,683 |
28,977 |
(24,268) |
524 |
(2,105) |
15,386 |
5,034 |
433 |
10 |
(29,848) |
826 |
NOTES TO THE FINANCIAL INFORMATION
1. Basis of preparation
The condensed consolidated interim financial report for the half-year reporting period ended 30 June 2023 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 2022 were prepared in accordance with
The report of the auditor on those financial statements was qualified, on the basis of three matters:
Matter 1: Inventories
The report of the auditor identified uncertainty as to the carrying value of inventories of loose plastic bricks held for use in the Groups events and for construction of models used for tour and trails recognised in the Consolidated Statement of Financial Position at
Matter 2: Goodwill and accounting for business acquisition
The report of the auditor identified uncertainty as to the carrying value of the assets and liabilities of Start Art Global Ltd and the Group's calculation of goodwill amounting to
Matter 3: Carrying value of investments - Brick Live Group
The report of the auditor identified uncertainty in the carrying value of the Company's investment in Brick Live Group held in the Company balance sheet as an investment in subsidiary at
In addition the audit report drew attention to a material uncertainty that may cast significant doubt on the group's ability to continue as a going concern, it concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements was appropriate.
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 2022 and any public announcements made by the Live Company Group Plc during the interim reporting period.
1.1 Going Concern
After careful assessment, the Directors have adopted the going concern basis in preparing these financial statements.
For the purposes of the going concern assessment, the Directors have prepared monthly cash flow projections for the period to 31 January 2025 (the assessment period). The Directors consider this to be a reasonable period for the going concern assessment as it enables us to consider the potential impact of macroeconomic and geopolitical factors over an extended period. The cash flow projections show that the Group requires additional external support in the form of an underwritten financial guarantee from the majority shareholder and a binding conversion of a loan to equity swap. This will enable the business to meet its financial obligations and comply with all covenants in our banking facilities.
The Group has also performed stress tests against the base monthly cash flow projections referred to above in order to determine the performance level that would result in reduction in headroom against its cash facilities to nil. As a further stress test, the Group considered the impact of event cancellations due to market uncertainty. Each of the stress tests would require a further guarantee or refinancing of the business.
In addition, mitigating actions available to the Group, should they be required, include reductions in discretionary expenditure and ceasing dividend payments.
After considering the monthly cash flow projections, and the facilities available to the Group and Company outlined within the directors report, the Directors have a reasonable expectation that the Group and Company will secure the additional
2. Segment Information
The Group has four operating segments: BRICKLIVE Tours and Trails, BRICKLIVE Models and Sets, Sports and Entertainment division (LCSE), KPOP and StART.Art.
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.
Six months to 30 June 2022 |
Models and Sets |
Tours and Trails |
LCSE |
K FLEX |
StART Art |
Unallocated |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 profit/(loss) for period |
(108) |
(928) |
(54) |
83 |
- |
(462) |
(1,469) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PXEBITDA |
(83) |
(404) |
(2) |
166 |
- |
(273) |
(596) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months to 30 June 2023 |
Models and Sets |
Tours and Trails |
LCSE |
K FLEX |
StART Art |
Unallocated |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Revenue |
67 |
579 |
1,966 |
2,705 |
- |
- |
5,317 |
|
|
|
|
|
|
|
|
Cost of Sales |
(33) |
(287) |
(1,629) |
(1,193) |
(7) |
- |
(3,149) |
Administrative expenses |
(16) |
(137) |
(131) |
(757) |
(41) |
(257) |
(1,339) |
Amortisation and depreciation |
(6) |
(470) |
(117) |
(1) |
|
- |
(594) |
Finance costs |
- |
- |
- |
- |
|
(68) |
(68) |
Exceptional items |
- |
- |
- |
- |
|
(28) |
(28) |
Taxation |
- |
- |
- |
- |
|
20 |
20 |
Non-controlling interest |
- |
- |
- |
(1) |
|
- |
(1) |
|
|
|
|
|
|
|
|
Segment profit/(loss) for period |
12 |
(315) |
89 |
752 |
(49) |
(333) |
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PXEBITDA |
18 |
155 |
206 |
754 |
(49) |
(257) |
828 |
3. Exceptional Items
Share option and warrant charge
|
|
Six months to 30 June 2023 |
Six months to 30 June 2022 |
|
|
£'000 |
£'000 |
Share options and warrant charge |
|
18 |
88 |
Transaction costs |
|
10 |
14 |
|
|
28 |
102 |
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 2023 is
During the six months to 30 June 2023 no options and no warrants lapsed (six months to June 2022: 1,744,457 options and 8,028,840 warrants lapsed resulting in a transfer of
Transactional costs
The group incurred
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.
4. Earnings per share
The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue during the period. In calculating the diluted loss per share, any outstanding share options and warrants are considered where the impact of these is dilutive.
|
Six months to 30 June 2023 |
Six months to 30 June 2022 |
Profit(loss) for the period after tax (£'000) |
157 |
(1,470) |
Weighted average number of shares in issue |
253,589,706 |
172,677,557 |
Basic and diluted profit/ (loss) per share (p) |
0.1p |
(0.9p) |
Diluted profit or loss per share in both 2022 and 2021 are the same as basic profit or 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
|
Content |
Fixtures, fittings, and office equipment |
Total |
|||
|
30 June 2023 |
31 Dec 2022 |
30 June 2023 |
31 Dec 2022 |
30 June 2023 |
31 Dec 2022 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Cost |
|
|
|
|
|
|
Cost at start of period |
5,663 |
6,142 |
182 |
178 |
5,845 |
6,320 |
Additions |
- |
205 |
- |
4 |
- |
209 |
Disposals |
- |
(686) |
- |
- |
- |
(686) |
|
|
|
|
|
|
|
At end of the period |
5,663 |
5,661 |
182 |
182 |
5,845 |
5,843 |
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
At start of period |
3,282 |
2,241 |
174 |
147 |
3,456 |
2,388 |
Charge for the period |
416 |
824 |
2 |
27 |
418 |
851 |
Impairment charge |
- |
628 |
- |
- |
- |
628 |
Disposals |
- |
(411) |
- |
- |
- |
(411) |
|
|
|
|
|
|
|
At end of the period |
3,698 |
3,282 |
176 |
174 |
3,874 |
3,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value at end of period |
1,965 |
2,379 |
6 |
8 |
1,971 |
2,387 |
|
|
|
|
|
|
|
Net book value at start of period |
2,381 |
3,901 |
8 |
31 |
2,387 |
3,932 |
7. Intangible assets
Group |
Trademarks |
Novated Contracts |
Software Platform |
Total |
||||
|
30 June 2023 |
31 Dec 2022 |
30 June 2023 |
31 Dec 2022 |
30 June 2023 |
31 Dec 2022 |
30 June 2023 |
31 Dec 2022 |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Cost |
|
|
|
|
|
|
|
|
Cost at start of period |
- |
90 |
1,450 |
1,450 |
83 |
- |
1,659 |
1,540 |
Additions for period |
- |
36 |
- |
- |
- |
83 |
- |
119 |
Cost at end of period |
- |
126 |
1,450 |
1,450 |
83 |
83 |
1,659 |
1,659 |
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
At start of period |
40 |
32 |
557 |
277 |
5 |
- |
602 |
309 |
Charge for period |
7 |
8 |
139 |
280 |
1 |
5 |
147 |
293 |
At end of period |
47 |
40 |
696 |
557 |
6 |
5 |
749 |
602 |
|
|
|
|
|
|
|
|
|
Net book value at end of period |
(47) |
86 |
754 |
893 |
77 |
78 |
910 |
1,057 |
Net book value at start of period |
86 |
58 |
893 |
1,173 |
78 |
- |
1,057 |
1,231 |
Trademarks
Trademarks are obtained or 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 2023 is
LCSE novated contracts
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
The Company also purchased certain contracts from World Sport South Africa (Pty) Limited for
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 2023 is
StART.Art
In July 2022 the Company acquired the remaining 80.6% of StART.Art not already owned by the Group from David Ciclitira and Ranjit Murugason. Prior to July 2022 the Company did not exercise significant influence over StART.Art and the Company's interest was included in investments in Other Financial Assets in the Consolidated Statement of Financial Position as 31 December 2021.
On acquisition StART.Art included intangible assets, comprising the capitalised costs of developing the online StART.Art software platform, the carrying value of these assets at 30 June 2023 is
The directors have reviewed the value of the online software platform included in Intangible Assets and determined that there is no impairment of its value. This conclusion is based on a detailed assessment of various factors, including market conditions, technological advancements, and the platform's ongoing performance and strategic importance.
The Company has agreed with David Ciclitira and Ranjit Murugason, as original owners of Start Art Global Limited ("StartArt"), to cancel the acquisition of the 80.06% of Start Art as announced on 8 July 2022 in return for the cancellation of all amounts owing to the being up to an aggregate of
8. Investments
|
|
Six months to 30 June 2023 |
Six months to 30 June 2022 |
|
|
£'000 |
£'000 |
Cost |
|
|
|
Cost at start of the period |
|
113 |
1,113 |
Additions for the period |
|
- |
- |
Disposals for the period |
|
- |
(1,000) |
Cost at end of period |
|
113 |
113 |
|
|
|
|
Impairment |
|
|
|
At start of period |
|
30 |
- |
Impairment in the period |
|
- |
30 |
at end of period |
|
30 |
30 |
|
|
|
|
Net book value at end of period |
|
83 |
83 |
Net book value at start of period |
|
83 |
1,113 |
The Directors considered the carrying value at 30 June 2023 for each investment identified below, and it was determined that no further impairment was required.
Six months to 30 June 2023 |
At start of period |
Additions/ |
(Impairment) |
At end of period |
|
£'000 |
£'000 |
£'000 |
£'000 |
Start Art Global Ltd |
- |
- |
- |
- |
E-Movement (PTY) Ltd |
83 |
- |
- |
83 |
|
83 |
- |
- |
83 |
|
|
|
|
|
|
|
|
|
|
Year to 31 December 2022 |
At start of period |
Additions/ |
(Impairment) |
At end of period |
|
£'000 |
£'000 |
£'000 |
£'000 |
Start Art Global Ltd |
1,000 |
(1,000) |
- |
- |
E-Movement (PTY) Ltd |
113 |
- |
(30) |
83 |
|
1,113 |
(1,000) |
(30) |
83 |
Prior to July 2022, and the acquisition of the remaining 80.06% of StART.Art, the Company did not exercise significant influence over StART.Art and the Company's interest was included in Investments in Other Financial Assets in the Consolidated Statement of Financial Position at 31 December 2021. From July 2022 the results of StART.Art have been consolidated and the investment previously included in Investments in Other Financial Assets treated as a disposal.
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
9. Borrowings
|
|
30 June 2023 |
31 December 2022 |
|
|
£'000 |
£'000 |
Loan due within one year |
|
539 |
511 |
Loan due after one year |
|
662 |
819 |
|
|
1,201 |
1,330 |
In April 2020 the Group entered into a
In April 2020 the Company entered into a
In August 2020 the Group entered into an agreement with Close Leasing Limited whereby stock totalling
In August 2020 Start Art (2013) Ltd entered into a
In February 2023, LVCG entered into a short-term prepayment facility with Riverfort Global Opportunities PCC Ltd. Under this agreement, LVCG immediately drew down
David Ciclitira has agreed to provide a
10. Share capital
|
Shares issued |
Avg. price per share |
Value |
Nominal price per share |
Nominal |
Premium per share |
Premium |
|
No. |
£ |
£'000 |
£ |
£'000 |
£ |
£'000 |
January 2023 |
1,700,000 |
0.03 |
51 |
0.01 |
17 |
0.02 |
34 |
February 2023 |
5,654,316 |
0.01 |
57 |
0.01 |
57 |
- |
- |
April 2023 |
9,975,000 |
0.02 |
200 |
0.01 |
100 |
0.01 |
100 |
|
|
|
|
|
|
|
|
|
17,329,316 |
0.02 |
307 |
0.01 |
173 |
0.01 |
134 |
During the six months to June 2023, 1,700,000 Ordinary 1p shares were issued in satisfaction of
During the six months to 30 June 2022 6,223,859 Ordinary 1p shares were issued in satisfaction of
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 2022.
Issued share capital as at 30 June 2023 is comprised as follows:
|
No. of shares |
£'000 |
Issued and fully paid |
|
|
Ordinary shares of 1p |
2,598,989,120 |
2,598 |
Deferred shares of 51.8p |
2,047,523 |
1,061 |
Deferred Ordinary shares of 0.5p |
199,831,545 |
999 |
Deferred B shares of |
103,260 |
2,024 |
Total |
|
6,682 |
11. Related Parties
The following amounts were owed to/(due from) Directors of the Group :
Unpaid balances |
30 June 2023 |
31 December 2022 |
|
£'000 |
£'000 |
David Ciclitira |
578 |
559 |
Serenella Ciclitira |
58 |
48 |
Ranjit Murugason |
200 |
200 |
Bryan Lawrie |
49 |
35 |
Stephen Birrell |
8 |
14 |
|
893 |
856 |
Directors Remuneration |
Six months to 30 June 2023 |
Six months to 30 June 2022 |
|
£'000 |
£'000 |
David Ciclitira |
137 |
137 |
Bryan Lawrie |
10 |
13 |
Ranjit Murugason |
0 |
50 |
Maria Serena Papi |
15 |
16 |
Stephen Birrell |
15 |
17 |
|
177 |
233 |
David Ciclitira
David Ciclitira injected funds during the period as set out below:
|
Six months to 30 June 2023 |
Six months to 30 June 2022 |
|
£'000 |
£'000 |
Current account advances |
54 |
- |
Total funds injected |
54 |
0 |
David Ciclitira received payments during the period as set out below:
|
Six months to 30 June 2023 |
Six months to 30 June 2022 |
|
£'000 |
£'000 |
Business expenses and healthcare costs. |
93 |
8 |
Repayment of advance |
20 |
0 |
Fees and interest to provide loan facility |
0 |
12 |
Repayment of loan |
0 |
90 |
|
113 |
111 |
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 2 February 2024.
Enquiries:
Live Company Group Plc David Ciclitira, Executive Chairman Sarah Dees, Chief Operating Officer |
Tel: 020 7225 2000 |
|
|
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish/Rosalind Hill Abrahams |
Tel: 020 7628 3396 |
|
|
|
|
CMC Markets (Broker) Thomas Smith |
Tel: 020 7392 1436 |
About 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.
· LVCG owns the brand KPOP Lux and is the Executive Producer of KPOP Lux.
· StART Art Global (SAG) - SAG owns StART Art Fair in
· Live Company Sports and Entertainment (LCSE) - LCSE owns LCSE Pty in
LVCG is a founder shareholder in E-Movement - the promoter of the Formula E Race in
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.
Cautionary statements
This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation (including to meet the requirements of the AIM Rules, MAR, the Prospectus Regulation Rules and/or FSMA), the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based. Statements contained in this Announcement regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future years would necessarily match or exceed the historical published earnings per share of the Company. Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decisions to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Sole Bookrunner.
The Offer Shares to be issued pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.
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