08:00 Mon 11 Sep 2017
Be Heard Group PLC - Half-year Results
("
Half year results for the period to
Strong revenue growth; 85% visibility on 2017 revenue; underpins confidence for full year expectations.
v Strong revenue growth, which is expected to accelerate further in H2 as new business wins feed through
o Good organic growth at longest-serving partner companies, agenda21 and MMT Digital, with net revenue increasing 21% and 44% respectively
v Proof of concept firmly established
o 23% of H1 revenue from clients served by two or more
o Eight clients now served by two or more companies within the Group with our first client working with three Group companies
v Progress with buy-and-build strategy
o
v Strong new business performance across the Group with 25 new client wins including
v Half year profit constrained by investment to deliver growth and headwinds at Kameleon
o Increased headcount at MMT to support growth
o Kameleon loss making in H1; expected to return to profit in the second half
Headline Financial results
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HY 2017 |
HY 2016 |
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£m |
£m |
Billings |
16.0 |
14.7 |
Net Revenue |
8.3 |
3.3 |
Trading EBITDA1 |
1.2 |
0.7 |
Operating Profit (adjusted)2 |
0.1 |
0.0 |
Loss per share (diluted) |
(0.3)p |
(0.6)p |
1. represents Operating Profit (adjusted) prior to central group costs.
2. adjusted to exclude depreciation, amortisation and impairment of intangibles, acquisition & listing costs, share based payments and holiday pay accrual.
Current trading
v Continuing strong new business run. Additional assignments from existing clients including
v Momentum and visibility on revenues underpins confidence for the full year
o Over 85% of forecast 2017 revenue billed or confirmed
"
"Current visibility on revenues and progress underpins the Board's confidence that the Group will deliver full year results in line with market expectations and strong run-rate profitability by the year end. Since our listing in
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+44 20 3828 6269 |
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N+1 Singer |
+44 20 7496 3000 |
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Dowgate |
+44 20 3903 7715 |
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+44 20 3772 2557 / +44 20 3772 2591 |
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Notes to Editors:
About
Our four partner companies today are:
Agenda 21
@Be_Heard_Group
EXECUTIVE CHAIRMAN'S STATEMENT
Less than two years into the
Our thesis has always rested on two key trends: first, the increasing complexity of the digital customer journey requiring new ideas and approaches; second, the growing demand for connected solutions which help clients maximise their return on investment from digital marketing. Eight clients - delivering 23% of H1 revenue - have now made the decision to work with two or more of our companies. We believe that this trend will continue as we add more skills and resources to the Group.
To aid and accelerate cross Group client relationships we appointed
At board level, we appointed
Operations review
We now have four operating companies and over 240 digital specialists in the Group. I was particularly pleased that, from a standing start less than two years ago,
agenda21
MMT Digital
The Group's UX, design and build operation has enjoyed rapid growth, driven by its expansion into digital transformation and UX and increasing collaboration with agenda21. Net revenue in H1 increased by 44% to
Kameleon
Freemavens
Group data and analytics capabilities
We see data and analytics underpinning the
Summary and outlook
With every day that passes we see more and more evidence that by connecting our companies we are better placed to deliver better, faster and more cost-effective solutions across each stage of the digital customer journey - from market analysis to identifying and connecting with key customer groups, to developing compelling campaigns and content and creating smarter websites and applications.
Our partner companies have settled in well and are benefitting from access to broader thinking, wider skill sets and increased business opportunities across the Group.
We have firmly established proof of concept, attracting larger, blue chip clients with a growing number of clients buying the services of at least two Group companies. Expanding capabilities in areas such as analytics and key Group level hires including
We expect performance in the second half of the year to outperform the first half, with new business wins feeding through, increasing cross-fertilisation and the rollout of new proprietary products and services such as Content Compass and Trend Rider. Over 85% of forecast 2017 revenue is billed or confirmed.
The scale of the opportunity remains huge and we look forward to exploiting this in the interests of all our stakeholders - clients, staff, shareholders and partners - in the months and years ahead.
Executive Chairman
FINANCIAL REVIEW
Group companies
The results for the period comprise the trading of group companies for the full six months, with the exception of
Headline results
Group billings for the period were
Group net revenue for the period was
Operating profit before acquisition and non-cash items was
Acquisition and non-cash items of
Depreciation |
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Amortisation and impairment of intangibles |
|
Acquisition & listing costs |
|
Share based payments Holiday pay accrual |
|
resulting in an operating loss of
Cash flow & banking
Net cash inflow from operating activities was
Net cash outflows on acquisition-related payments (inclusive of working capital and loan note payments) totalled
In
Acquisitions
On
Earn-outs
On
Chief Financial Officer & Chief Operating Officer
INTERIM CONSOLIDATED INCOME STATEMENT
for the six months ended
|
Unaudited |
Unaudited |
Audited |
|
|
Six months to |
Six months to |
Period to |
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£'000 |
£'000 |
£'000 |
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|
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Billings |
16,002 |
14,707 |
28,854 |
|
Cost of sales |
(7,673) |
(11,399) |
(19,364) |
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_______ |
_______ |
______ |
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Net Revenue |
8,329 |
3,308 |
9,490 |
|
|
|
|
|
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Administrative expenses |
(11,350) |
(5,472) |
(13,127) |
|
|
_______ |
_______ |
______ |
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|
|
|
|
|
Loss from operations |
(3,021) |
(2,164) |
(3,637) |
|
|
|
|
|
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Operating profit before acquisition costs and non-cash items |
121
|
44 |
810 |
|
Depreciation |
(61) |
(19) |
(67) |
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Amortisation |
(1,364) |
(1,082) |
(2,036) |
|
Impairment of intangibles |
(1,181) |
- |
(824) |
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Acquisition/listing costs |
(186) |
(795) |
(1,012) |
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Share based payments |
(212) |
(256) |
(508) |
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Holiday pay accrual |
(138) |
(56) |
- |
|
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______ |
______ |
______ |
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Loss from operations |
(3,021) |
(2,164) |
(3,637) |
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|
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Finance income Finance costs |
- (5) |
1 (18) |
6 (30) |
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______ |
______ |
______ |
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|
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Loss before taxation |
(3,026) |
(2,181) |
(3,661) |
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|
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Tax credit |
428 |
- |
762 |
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______ |
______ |
_____ |
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|
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Loss for the period |
(2,598) |
(2,181) |
(2,899) |
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______ |
______ |
______ |
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TOTAL COMPREHENSIVE EXPENSE FOR THE |
(2,598) |
(2,181) |
(2,899) |
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PERIOD |
======== |
======== |
======== |
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Loss and Total Comprehensive Expense for the Period attributable to: Non-Controlling Interest Equity holders of the parent |
(10) (2,588) |
- (2,181) |
- (2,899) |
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______ |
______ |
______ |
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(2,598) ======== |
(2,181) ======== |
(2,899) ======== |
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Loss per share (see below) |
|
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Basic |
(0.3)p |
(0.6)p |
(0.5)p |
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Diluted |
(0.3)p |
(0.6)p |
(0.5)p |
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INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended
(unaudited)
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Share |
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Equity |
Non- |
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Share |
premium |
Retained |
Attributable |
controlling |
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capital |
reserve |
earnings |
to Owners of |
Interests |
Total |
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Parent Company |
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|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
|
|
|
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Balance at |
1,283 |
2,165 |
(123) |
3,325 |
- |
3,325 |
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|
|
|
|
|
|
|
|
|
|
Total comprehensive expense for the period |
- |
- |
(1,043) |
(1,043) |
- |
(1,043) |
|
|
|
|
|
|
|
|
|
|
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Issue of new shares |
2,046 |
4,605 |
- |
6,651 |
- |
6,651 |
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Issue costs deducted from equity |
- |
(406) |
- |
(406) |
- |
(406) |
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|
|
|
|
|
|
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Share based payment expense |
- |
- |
40 |
40 |
- |
40 |
|
|
|
_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
|
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Balance at |
3,329 |
6,364 |
(1,126) |
8,567 |
- |
8,567 |
|
|
|
|
|
|
|
|
|
|
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Total comprehensive expense for the period |
- |
- |
(2,181) |
(2,181) |
- |
(2,181) |
|
|
|
|
|
|
|
|
|
|
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Issue of new shares |
3,192 |
7,175 |
- |
10,367 |
- |
10,367 |
|
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Issue costs deducted from equity |
- |
(439) |
- |
(439) |
- |
(439) |
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|
|
|
|
|
|
|
|
|
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Share based payment expense |
- |
- |
256 |
256 |
- |
256 |
|
|
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_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
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Balance at |
6,521 |
13,100 |
(3,051) |
16,570 |
- |
16,570 |
|
|
|
|
|
|
|
|
|
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Total comprehensive expense for the period |
- |
- |
(718) |
(718) |
- |
(718) |
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|
|
|
|
|
|
|
|
|
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Issue of new shares |
624 |
1,465 |
- |
2,089 |
- |
2,089 |
|
|
|
|
|
|
|
|
|
|
|
Share based payment expense |
- |
- |
252 |
252 |
- |
252 |
|
|
|
_____ |
_____ |
_____ |
_____ |
_____ |
_____ |
|
|
Balance at |
7,145 |
14,565 |
(3,517) |
18,193 |
- |
18,193 |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive expense for the period |
- |
- |
(2,588) |
(2,588) |
(10) |
(2,598) |
|
|
|
|
|
|
|
|
|
|
|
Issue of new shares |
986 |
2,561 |
- |
3,547 |
- |
3,547 |
|
|
Issue costs deducted from equity |
- |
(127) |
- |
(127) |
- |
(127) |
|
|
|
|
|
|
|
|
|
|
|
Share based payment expense |
- |
- |
212 |
212 |
- |
212 |
|
|
|
|
|
|
|
|
|
|
|
Non controlling interests on acquisition of subsidiary |
- |
- |
- |
- |
64 |
64 |
|
|
|
_____ |
_____ |
_____ |
______ |
_____ |
_____ |
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Balance at |
8,131 |
16,999 |
(5,893) |
19,237 |
54 |
19,291 |
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|
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_____ |
_____ |
_____ |
______ |
_____ |
_____ |
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at
|
Unaudited |
Unaudited |
Audited |
|
as at |
as at |
as at |
|
|
|
|
|
£'000 |
£'000 |
£'000 |
ASSETS |
|
|
|
NON-CURRENT ASSETS |
|
|
|
Property, plant and equipment |
163 |
98 |
93
|
Intangible assets |
36,532 |
34,230 |
40,272 |
|
______ |
______ |
_______ |
TOTAL NON-CURRENT ASSETS |
36,695 |
34,328 |
40,365 |
|
______ |
______ |
_______ |
|
|
|
|
CURRENT ASSETS |
|
|
|
Trade and other receivables |
7,065 |
6,365 |
7,723 |
Corporation tax |
121 |
- |
- |
Deferred tax asset |
- |
796 |
82 |
Cash and cash equivalents |
1,220 |
8,649 |
2,812 |
|
______ |
______ |
_______ |
TOTAL CURRENT ASSETS |
8,406 |
15,810 |
10,617 |
|
______ |
______ |
_______ |
TOTAL ASSETS |
45,101 |
50,138 |
50,982 |
|
______ |
______ |
_______ |
LIABILITIES |
|
|
|
CURRENT LIABILITIES |
|
|
|
Trade and other payables |
(7,605) |
(11,483) |
(11,069) |
Loan notes |
- |
(700) |
(175) |
Corporation tax liabilities |
- |
(92) |
- |
Provision for liabilities |
(5,530) |
(2,300) |
- |
|
_______ |
_______ |
________ |
TOTAL CURRENT LIABILITIES |
(13,135) |
(14,575) |
(11,244) |
|
_______ |
_______ |
________ |
NON-CURRENT LIABILITIES |
|
|
|
Trade and other payables |
(184) |
(451) |
(307) |
Deferred tax liability |
(724) |
(1,251) |
(988) |
Provision for liabilities |
(11,767) |
(17,291) |
(20,250) |
|
_______ |
_______ |
________ |
TOTAL NON-CURRENT LIABILITIES |
(12,675) |
(18,993) |
(21,545) |
|
_______ |
_______ |
________ |
TOTAL LIABILITIES |
(25,810) |
(33,568) |
(32,789) |
|
_______ |
_______ |
________ |
TOTAL NET ASSETS |
19,291 |
16,570 |
18,193 |
|
_______ |
_______ |
________ |
CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT |
|
|
|
Share capital |
8,131 |
6,521 |
7,145 |
Share premium reserve |
16,999 |
13,100 |
14,565 |
Retained earnings |
(5,893) |
(3,051) |
(3,517) |
|
_______ |
_______ |
_______ |
Equity attributable to owners of parent company |
19,237 |
16,570 |
18,193 |
Non-controlling interests |
54 |
- |
- |
|
_______ |
_______ |
_______ |
TOTAL EQUITY |
19,291 |
16,570 |
18,193 |
|
_______ |
______ |
_______ |
|
|
|
|
CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 30 June 2017
|
Unaudited |
Unaudited |
Audited |
|
Six months to |
Six months to |
Period to |
|
30 June 17 |
30 June 16 |
31 December 16 |
|
£'000 |
£'000 |
£'000 |
OPERATING ACTIVITIES |
|
|
|
Net loss from ordinary activities before taxation |
(3,026) |
(2,181) |
(3,661) |
|
|
|
|
Adjustments for: Depreciation |
60 |
19 |
67 |
Amortisation |
1,364 |
1,082 |
2,036 |
Other intangible impairment |
1,181 |
- |
824 |
Share based payment expense |
212 |
256 |
508 |
Finance costs |
5 |
17 |
24 |
|
_____ |
_____ |
_____ |
Operating loss before changes in working capital and provisions |
(204) |
(807) |
(202) |
Decrease/(increase) in trade and other receivables |
230 |
(1,208) |
(994) |
Decrease in trade and other payables |
(20) |
(440) |
(282) |
Decrease/(increase) in provisions |
- |
61 |
(84) |
|
_____ |
_____ |
_____ |
|
|
|
|
Cash generated/(consumed) by operations |
6 |
(2,394) |
(1,562) |
Income taxes recovered |
- |
- |
12 |
|
___ |
___ |
_____ |
Cash flows from operating activities |
6 |
(2,394) |
(1,550) |
|
___ |
___ |
_____ |
INVESTING ACTIVITIES |
|
|
|
Purchase of property, plant and equipment |
(109) |
(63) |
(98) |
Consideration paid on acquisition of subsidiaries |
(1,441) |
(7,555) |
(9,841) |
Deferred consideration |
(2,186) |
- |
(3,931) |
Payment to buy out shareholders |
(175) |
- |
(850) |
Cash with subsidiaries over which control has been obtained |
347 |
2,735 |
3,163 |
Finance income |
- |
1 |
6 |
|
_____ |
_____ |
_____ |
Cash consumed by investing activities |
(3,564) |
(4,882) |
(11,551) |
|
|
|
|
|
(3,558) |
(7,276) |
(13,101) |
|
_____ |
_____ |
_____ |
FINANCING ACTIVITIES |
|
|
|
Issue of ordinary shares |
1,971 |
7,678 |
7,678 |
Finance costs |
(5) |
(18) |
(30) |
Cash generated by financing activities |
_____ 1,966 |
_____ 7,660 |
_____ 7,648 |
|
|
|
|
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |
(1,592) --------------- |
384 --------------- |
(5,453) --------------- |
|
|
|
|
Cash and cash equivalents brought forward |
2,812 |
8,265 |
8,265 |
|
_____ |
_____ |
_____ |
|
|
|
|
CASH AND CASH EQUIVALENTS CARRIED FORWARD |
1,220 |
8,649 |
2,812 |
|
_____ |
_____ |
_____ |
Represented by: |
|
|
|
Cash at bank and in hand |
1,220 |
8,649 |
2,812 |
|
_____ |
_____ |
_____ |
|
1,220 |
8,649 |
2,812 |
|
_____ |
_____ |
_____ |
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2017
1. Corporate information
The interim consolidated financial statements of the group for the period ended 30 June 2017 were authorised for issue in accordance with a resolution of the directors on 6 September 2017.
The interim consolidated financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, and should be read in conjunction with the 2016 annual financial statements. The statutory audited accounts for the year ended 31 December 2016 have been delivered to the Registrar of Companies in
2. Statement of Accounting policies
2.1 Basis of Preparation
The interim consolidated financial statements of the group for the period ended 30 June 2017 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the
The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the group's annual financial statements for the year ended 31 December 2016, which were prepared in accordance with IFRS's as adopted by the
The directors are satisfied that, at the time of approving the consolidated interim financial statements, it is appropriate to continue to adopt a going concern basis of accounting.
2.2 Accounting Policies
The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the group's annual financial statements for the year ended 31 December 2016.
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations issued by the International Accounting Standards Board as adopted by the
Standards and amendments and interpretations to published standards not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the group's accounting periods beginning on or after 1 July 2017 or later periods and which the group has decided not to adopt early are:
IFRS 9 Financial Instruments (effective for accounting periods on or after 1 January 2018)
IFRS 15 Revenue from Contracts with Customers (effective for accounting periods beginning on or after 1 January 2018)
IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)
Amendments to IFRS 2 Share Based Payments (effective for accounting periods on or after 1 January 2018)
The implementation of these standards is not expected to have any material effect on the Group's financial statements, with the exception of IFRS 16. The impact that the implementation of IFRS 16 will have on the financial statements is currently being assessed.
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2017
3. Segment Information
The Group's primary reporting format for segment information is business segments which reflect the management reporting structure in the Group.
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|
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Media Planning & Buying |
Design, Build &UX |
Content Management |
Data Analytics |
Consolidation |
Total |
||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||
|
Billings |
|
|
|
|
|
|
|
||
|
External |
- |
10,158 |
4,317 |
811 |
716 |
- |
16,002 |
||
|
Intercompany |
227 |
1,142 |
- |
13 |
- |
(1,382) |
- |
||
|
|
---------------- |
---------------- |
--------------- |
--------------- |
--------------- |
--------------- |
-------------------- |
||
|
|
227 |
11,300 |
4,317 |
824 |
716 |
(1,382) |
16,002 |
||
|
|
|
|
|
|
|
|
|
||
|
Profit/(loss) before tax |
(1,283) |
447 |
961 |
(570) |
99 |
(2,680) |
(3,026) |
||
|
|
|
|
|
|
|
|
|
||
|
Balance sheet |
|
|
|
|
|
|
|
||
|
Assets |
47,139 |
12,991 |
6,136 |
857 |
475 |
(22,497) |
45,101 |
||
|
Liabilities |
(26,548) |
(4,980) |
(918) |
(543) |
(954) |
8,133 |
(25,810) |
||
|
|
---------------- |
---------------- |
------------- |
------------- |
------------- |
--------------- |
-------------------- |
||
|
Net assets/(liabilities) |
20,591 |
8,011 |
5,218 |
314 |
(479) |
(14,364) |
19,291 |
||
|
|
---------------- |
---------------- |
------------ |
------------ |
------------ |
--------------- |
-------------------- |
||
|
Other |
|
|
|
|
|
|
|
||
|
Capital expenditure |
|
|
|
|
|
|
|
||
|
- Tangible fixed assets |
4 |
22 |
67 |
3 |
11 |
- |
107 |
||
|
Depreciation, amortisation and |
|
|
|
|
|
|
|
||
|
other non cash expenses |
4 |
13 |
20 |
2 |
21 |
2,546 |
2,606 |
||
|
Interest paid |
4 |
1 |
- |
- |
- |
- |
5 |
||
|
|
|
|
|
|
|
|
|
||
Included within Media Planning & Buying is turnover of £5,658k relating to income from two major customers which each account for more than 10% of the Group's turnover in the period.
4. Earnings per share
|
|
2017 |
|
|
£ |
|
The earnings per share is based on the following: |
|
|
|
|
|
Earnings |
(2,497,661) |
|
|
========== |
|
|
|
|
Weighted average number of shares |
781,964,545 |
|
Diluted number of shares |
876,795,448 |
|
|
|
|
Earnings per share |
(0.3)p |
|
Diluted earnings per share |
(0.3)p |
|
|
====== |
Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the year. The weighted average number of equity shares in issue was 781,964,545.
The diluted earnings per share is the same as the earnings per share due to the consolidated group loss.
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2017
5. Business Combinations
On 9 February 2017, the Group acquired 75% of the ordinary shares in Freemavens Limited for a consideration of £942,538. This investment is included in the Parent company's balance sheet at its fair value at the date of acquisition. Freemavens is a data and analytics business.
The completion accounts show a breakdown of the assets and liabilities of the acquired company to be as follows:
|
|
|
Book value |
Fair value adjustment |
Fair value to Group |
Intangible fixed assets |
|
|
£'000 - |
£'000 1,005 |
£'000 1,005 |
Tangible fixed assets |
|
|
22 |
- |
22 |
Receivables |
|
|
284 |
- |
284 |
Cash and cash equivalents |
|
|
347 |
- |
347 |
Payables |
|
|
(375) |
- |
(375) |
Loan from BHG |
|
|
(858) |
- |
(858) |
Deferred tax |
|
|
- |
(171) |
(171) |
|
|
|
----------------------- |
----------------------- |
----------------------- |
Net assets on acquisition |
|
|
(580) |
834 |
254 |
Non-controlling interest |
|
|
|
|
(64) |
|
|
|
752 |
||
|
|
|
|
|
---------------------- |
Total consideration |
|
|
|
|
942 |
|
|
|
|
|
========== |
Discharged by: |
|
|
|
|
£'000 |
Cash paid Shares in |
|
583 359 |
|
|
--------------------- |
|
|
942 |
|
|
========== |
The non-controlling interest in Freemavens Limited is calculated as 25% of the fair value of Freemavens at acquisition.
The intangible fixed assets are in relation to brand and customer relationships.
The billings and profit included in the Consolidated Statement of Comprehensive Income since the acquisition of Freemavens Limited on 9 February 2017 was £716k and £99k respectively.
Acquisition costs of approximately £186k were written off as overheads in the period.
6. Remeasurement of
Kameleon Worldwide Limited was reviewed according to reasonable estimates of its projected growth rates, and it was assessed that the amount of consideration payable will be less than originally provided for. Accordingly, a £2.952m revision has been made to goodwill and contingent consideration.
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2017
7. |
Intangible Assets |
|
|
|
|
|
|
|
|
Other |
|
|
|
Development |
On |
Intangible |
|
|
|
Costs |
consolidation |
Assets |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
31 December 2016
Acquisition of subsidiary |
499
- |
37,539
752 |
8,596
1,004 |
46,634
1,756 |
|
|
---------------- |
--------------------- |
------------------ |
--------------------- |
|
30 June 2017 |
499 |
38,291 |
9,600 |
48,390 |
|
|
---------------- |
--------------------- |
------------------ |
-------------------- |
|
Amortisation
|
|
|
|
|
|
31 December 2016 |
474 |
3,000 |
2,888 |
6,362 |
|
|
|
|
|
|
|
Charge for the period |
25 |
- |
1,339 |
1,364 |
|
Impairment |
- |
- |
1,181 |
1,181 |
|
Remeasurement |
- |
2,951 |
- |
2,951 |
|
|
---------------- |
----------------- |
----------------- |
----------------- |
|
30 June 2017 |
499 |
5,951 |
5,408 |
11,858 |
|
|
---------------- |
------------------ |
------------------ |
----------------- |
|
Net book value
30 June 2017
|
- --------------- |
32,340 --------------- |
4,192 --------------- |
36,532 --------------- |
|
31 December 2016 |
25 |
34,539 |
5,708 |
40,272 |
|
|
--------------- |
--------------- |
--------------- |
--------------- |
The cost of other intangible assets comprises the estimated net present value of £7,138k of customer relationships and £2,462k of brand value at the date of acquisition.
The development costs relate to Amplify, a data analytics tool developed in-house by Agenda21.
8. Share capital
Allotted, issued and fully paid
|
|
No |
|
Value £ |
Ordinary shares of 1p each |
|
813,049,493 |
|
8,130,495 |
|
|
=========== |
|
========== |
At 30 June 2017, the number of shares covered by option agreements amounted to 58,752,033 plus an undetermined number with respect to
NOTES TO THE INTERIM REPORT
for the six months ended 30 June 2017
Shares issued in the period:
Date |
Description |
No shares |
Price/ share |
Gross share value |
Cash received |
|
|
|
p |
£ |
£ |
9 February 2017 |
Consideration for Freemavens |
9,303,766 |
3.863 |
359,404 |
- |
9 February 2017 |
Share placing |
58,300,000 |
3.600 |
2,098,800 |
2,098,800 |
31 March 2017 |
Agenda 21 earnout payment |
22,909,784 |
3.516 |
805,508 |
- |
31 March 2017 |
Kameleon additional consideration |
8,059,642 |
3.516 |
283,377 |
|
|
|
----------------------- |
|
--------------------- |
--------------------- |
|
Totals |
98,573,192 |
|
3,547,089 |
2,098,800 |
|
|
=========== |
|
========== |
========= |
9. Related party transactions
There were no material related party transactions in the period.
10. Seasonality
The Group's activities are not subject to significant seasonal variation.
11. Holiday Pay Accrual
To comply with International Financial Reporting Standards, a holiday pay accrual has been included across all Group companies, to provide for any staff holidays accrued but not taken during the period. As all companies within the Group have a holiday year which is coterminous with the Group's financial year, this accrual is expected to reverse out by the financial year-end.
12. Earn-outs
The total value of earn out consideration (cash and shares) contained within the Balance Sheet is made up as follows:
Years payable: |
2018 |
2019 |
2020 |
||||
|
Cash (£'000) |
Shares (£'000) |
Cash (£'000) |
Shares (£'000) |
Cash (£'000) |
Shares (£'000) |
|
Agenda21(1) |
1,496 |
805 |
1,496 |
805 |
- |
- |
|
MMT(2) |
2,101 |
1,132 |
2,101 |
1,132 |
2,101 |
1,132 |
|
Kameleon(1) |
- |
- |
650 |
350 |
1,300 |
700 |
|
|
£3,597 |
£1,937 |
£4,247 |
£2,287 |
£3,401 |
£1,832 |
|
(1) Shares issued will be priced at the average of the middle market closing prices in the 20-day period prior to the relevant payment date, subject to being no more than 15% above/below the price at which the immediately preceding shares were issued. For any shares issued in 2018 the immediately preceding price is 3.516 pence.
(2) Shares issued will be priced at the higher of 3.55 pence and the average of the middle market closing prices in the 12-month period prior to the relevant payment date.
Further copies of this document are available both at the registered office of the Company and from the offices of the Company at 53 Frith Street,
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