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LIVE COMPANY GROUP PLC
Earnings Release • Sep 17, 2021
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Earnings Release
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National Storage Mechanism | Additional information 
RNS Number : 1401M
Live Company Group PLC
17 September 2021
17 September 2021
LIVE COMPANY GROUP PLC
("LVCG", the "Company" or the "Group")
HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2021
Live Company Group Plc (AIM: LVCG), a leading live events and entertainment group, announces its half-yearly results for the six-month period ended 30 June 2021.
HIGHLIGHTS
- Approval by the FIA and Formula E of the Formula E Cape Town race for February 2022.
- Return of BRICKLIVE events with 28 events confirmed for 2021 despite lockdown for first six months of the year.
- Investment in START.ART and soft launch of the online art platform (www.start.art)
David Ciclitira, Chairman, said:
"I am delighted that the green shoots of recovery are starting to come through, with 28 BRICKLIVE events confirmed for 2021, a year when we and our clients were unable to operate for the first six months; and with the confirmation of the Formula E Cape Town race by the FIA and Formula E for February 2022, we are well placed to benefit from that recovery."
Enquiries:
Live Company Group Plc Tel: 020 7225 2000
Beaumont Cornish Limited (Nominated Adviser) Tel: 020 7628 3396
Monecor (London) Limited (Broker) Tel: 020 7392 1436
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 two divisions the first, 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, LCSE, manages a number of global sports, entertainment and lifestyle events. LCSEs main focus for 2021 has been the successful launch of the Formula E Cape Town race for series 8 in 2022.
It also has a minority investment in Start Art Global Ltd an on-line art and digital art platform (www.start.art).
Website: www.livecompanygroup.com.
CHAIRMAN'S STATEMENT
The first half of 2021 continued to be challenging for the Group and the sector with lockdown continuing for some of our clients well into June. Diversification of revenue remains a key part of the Group strategy and the investment into START.ART, a digital art platform, cements this.
BRICKLIVE
In H1 2021, our business continued to be severely impacted by continued COVID-19 restrictions. Despite this we capitalised on the global nature of our business and we opened BRICKLIVE Supersized Creatures in March at the John Ball Zoo in Michigan, USA. Supersized Creatures will remain in the USA and after Michigan will travel on to Naples Zoo in Florida in November this year (a contract we signed in April 2021) remaining there until April 2022 - the second time we are working with Naples Zoo. BRICKLIVE Animal Paradise is also in the USA and about to open in, Houston, its first non zoo destination in North America and I believe the USA will continue to be an important strategic market for the Group going forward.
While the number of events pre the end of lockdown were relatively low we started to see a return to business in June and July. In total 28 events will have taken place or are to take place in 2021 and 6 are contracted for 2022 (some of which are postponements from 2021).
Projects we are particularly pleased with include a climate change model for the Environment Agency and a major new contract we announced for Singapore Zoo - our first in Singapore and our first time at a zoo in Asia.
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. In July 2021 we announced that the FIA and Formula E ratified the 2021/2022 calendar to include South Africa (Cape Town) as the fourth race in Series 8. The team in South Africa led by Bruce Parker-Forsyth have been extremely busy finalising the arrangements to ensure a world class event in February 2022.
Additionally, the Cape Town Cycle Tour is now set to take place in October 2021 and then again in March 2022. LCSE has a long term and long standing contract and relationship with Pick 'n Pay the presenting sponsor of this event.
As South Africa comes out of lockdown and advances its vaccination programme the team also managed to secure a contract to manage the Discovery Vaccination Centre of Hope at the Cape Town International Convention Centre in Cape Town - showing their ability to seek alternative revenue streams.
INVESTMENT IN START.ART
In May the Company announced that it had subscribed to a non-controlling stake in Start Art Global Ltd (START.Art) an online art sales and news platform. The subscription of 16.3% of issued share capital has an option to increase to 20% based on an agreed valuation formula within the next 6 months.
START.ART, which soft launched in June 2021, is an online art sales platform with several potential revenue streams including non-fungible tokens (NFTs). A collaboration with three K-Pop stars - Henry Lau, Ohnim (Mino) and yooyeon (Seungyoon) as featured artists selling limited edition prints and merchandise has meant that START.ART is already revenue producing.
A hard launch is set for 13 October 2021 at START art fair at the Saatchi Gallery, London, and will see more celebrity artists, extended merchandise lines and additional features.
CORPORATE
Chairman's Loan
In February 2021 the extension of the loan terms for my Chairman's loan were announced and in June I agreed to convert a further £30,000 of my loan into equity which was issued post balance sheet.
Funding
In January 2021 a general meeting was held granting the Directors authority to issue shares and warrants in accordance with the December 2020 share placing of £600,000 at 5p per Ordinary share.
In May 2021 the Company raised a further £1.5 million at 5p per Ordinary share for the investment in START.ART and additional working capital for the BRICKLIVE and LCSE divisions. The placing and investment were approved by a general meeting in May 2021.
Board Changes
In February 2021 we announced the resignation of three members of our Board. We committed to shareholders that we would nominate an additional independent director onto the Board and to that end we announced in July 2021 the addition of Stephen Birrell as an independent non-executive director.
Stephen is a seasoned AIM director who brings a broad experience of corporate governance, project management, stakeholder relations, joint venture management and business development. Additionally he brings a passion and experience in business performance optimisation and has a background in staging and promoting live events. We are delighted that Stephen has joined the team and look forward to working with him.
The full board review, announced in May 2021, is ongoing and we anticipate this being completed by the end of October 2021.
The Next 18 Months
The last 18 months have been incredibly challenging as a direct result of COVID-19. Looking forward into 2022 I am cautiously optimistic based on the hunger for the BRICKLIVE content and the diversity of our business into sports and entertainment. Whilst uncertainty remains, I am cautiously optimistic that we can return to a sustainable trading base.
I would like to take this opportunity to thank our staff who have weathered the storm and our shareholders who remain supportive. I am personally excited by our new areas of business especially in the digital space and I look forward to updating investors over the coming quarter.
David Ciclitira
Chairman
16 September 2021
FINANCIAL REVIEW
REVENUE AND OPERATIONS
The ongoing effects of COVID-19 continue to be felt across the markets and geographies in which the Group operates resulting in revenues significantly below pre COVID-19 levels.
Revenue for the six months to 30 June 2021, including LCSE was £622,000, 36% down on the six months to 30 June 2020 (which included two full months of pre COVID-19 trading), and 30% down on the immediately preceding six months to 31 December 2020 reflecting the increased uncertainty as COVID-19 restrictions were re-imposed across the UK, EU and other geographic markets in which the Group operates.
BRICKLIVE
Whilst the number of events, and thus revenue, was significantly reduced by the impact of COVID-19, a material component of cost of sales comprises depreciation on content assets which are not dependent on the number of events or revenue. This together with the higher operating costs of remaining COVID-19 compliant and the more than 200% increase in international shipping costs resulted in a gross loss for the six months to 30 June 2021 of £542,000 (six months to June 2020 gross profit of £157,000).
The Group continued to take steps to control operating expenses, reducing staff numbers by a further 15% since 31 December 2020, and continues its participation in the Coronavirus Job Retention Scheme ('CJRS'), receiving grants in the six months to 30 June 2021 totalling £162,000 (six months to June 2020: £216,000).
The lifting of COVID-19 restrictions in the UK, albeit partly offset by reintroduction of restrictions in other geographic markets, sets an optimistic note for the second half of the year particularly for BRICKLIVE Tours and Trails as zoos, shopping centres and other visitor attractions return to full capacity.
LCSE
Market conditions in South Africa remain challenging due to the continued prevalence of COVID-19 with a number of events planned for the six months to 30 June 2021, including the Cape Town Cycle Tour, (for which LCSE represents Pick n Pay the event presenting partner), are now expected to take place in the second half of the year.
Preparation continues for the inaugural Cape Town E-Prix which has now been confirmed for Race 4, Series 8 of the ABB FIA Formula E World Championship and due to take place on 26 February 2022. LCSE is the project manager and delivery partner for E Movement (Pty) Limited, 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.
START.Art
In May 2021 the Company acquired a minority interest of 16.3% in START.Art, for £1,000,000, funded from the proceeds of the £1,500,000 share placing completed on 24 May 2021. Prior to the transaction 100% of the issued share capital of START.ART was owned by David Ciclitira and Ranjit Murugason.
The investment gives the Group access to digital and merchandising expertise as well as a broader base more able to withstand future market instability. The START Art platform (www.start.art) was launched in June 2021.
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 | Six months to 30 June 2021 |
Six months to 30 June 2020 |
| £'000 | £'000 | |
| Revenue | 622 | 968 |
| Pre-Exceptional items EBITDA | (1,349) | (969) |
| Impairment of investments and goodwill | - | (3,497) |
| Share option and warrant charge | (139) | (139) |
| Other exceptional costs | (33) | (345) |
| Total Exceptional Items | (172) | (3,981) |
| Depreciation and amortisation expense | (558) | (393) |
| Finance costs | (33) | (28) |
| Loss after tax | (2,112) | (5,371) |
Exceptional items
As set out in Note 3 exceptional items includes non-cash charges of £139,000 being the share option and warrant charge (six months to 30 June 2020: £3,636,000, being the share option and warrant charge and impairment of investments and goodwill).
POST BALANCE SHEET EVENTS
In July 2021 the Company announced the issue of 600,000 Ordinary 1p shares to David Ciclitira in settlement of £30,000 of the outstanding balance of his loan and 514,668 Ordinary 1p shares in settlement of £25,733 of salary and fees due to employees, Directors and suppliers.
Richard Collett
Finance Director
16 September 2021
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENT FOR SIX MONTHS TO 30 JUNE 2021
| Notes | 30 June 2021 | 30 June 2020 | |
| £'000 | £'000 | ||
| Revenue | 2 | 622 | 968 |
| Cost of sales | (1,164) | (811) | |
| Gross (loss)/profit | (542) | 157 | |
| Administrative expenses | |||
| Foreign exchange | (11) | 28 | |
| Depreciation and amortisation of non-financial assets | (193) | (59) | |
| Other administrative expenses | (1,161) | (1,488) | |
| Total administrative expenses | (1,365) | (1,520) | |
| Operating loss before exceptional items | (1,907) | (1,362) | |
| Exceptional items | 3 | (172) | (3,981) |
| Operating loss after exceptional items | (2,079) | (5.343) | |
| Finance costs | (33) | (28) | |
| Loss for the period before tax | (2,112) | (5,371) | |
| Taxation | - | - | |
| Loss for the period after tax | (2,112) | (5,371) | |
| Other comprehensive income | - | - | |
| Total comprehensive income attributable to the equity holders of the parent company | (2,112) | (5,371) | |
| Loss per share | |||
| Basic and diluted | 4 | (1.8p) | (6.7p) |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 30 JUNE 2021
| Notes | 30 June 2021 | 31 December 2020 | |
| £'000 | £'000 | ||
| Non-current assets | |||
| Property, plant and equipment | 6 | 3,910 | 4,144 |
| Intangible assets | 7 | 1,374 | 1,516 |
| Right of use asset | 200 | 231 | |
| Investments | 8 | 1,000 | - |
| Goodwill | 896 | 896 | |
| Total non current assets | 7,380 | 6,787 | |
| Current assets | |||
| Inventories | 4,329 | 4,831 | |
| Trade and other receivables | 524 | 404 | |
| Cash and cash equivalents | 91 | 168 | |
| Total current assets | 4,944 | 5,403 | |
| Total assets | 12,324 | 12,190 | |
| Current liabilities | |||
| Borrowings | 9 | 485 | 615 |
| Trade and other payables | 2,137 | 2,364 | |
| Lease liabilities | 63 | 60 | |
| Deferred income and accruals | 1,592 | 1,120 | |
| Total current liabilities | 4,277 | 4,159 | |
| Net current assets | 667 | 1,244 | |
| Non current liabilities | |||
| Deferred tax | 644 | 644 | |
| Borrowings | 1,397 | 1,430 | |
| Lease liabilities | 156 | 188 | |
| 2,197 | 2,262 | ||
| Net assets | 5,850 | 5,769 | |
| Equity | |||
| Share capital | 10 | 5,544 | 5,165 |
| Share premium | 26,682 | 25,004 | |
| Other reserves | (23,700) | (23,697) | |
| Own shares reserve | (2,151) | (2,151) | |
| Merger reserve | 14,472 | 14,472 | |
| Capital redemption reserve | 5,034 | 5,034 | |
| Share option reserve | 418 | 496 | |
| Retained earnings | (20,449) | (18,554) | |
| Equity attributable to equity holders of the parent | 5,850 | 5,769 |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2021
| 30 June 2021 | 30 June 2020 | ||
| £'000 | £'000 | ||
| Cash flows from operating activities | |||
| Operating loss | (1,907) | (1,362) | |
| Depreciation | 385 | 358 | |
| Amortisation of trademarks | 142 | 5 | |
| Depreciation of right of use assets | 31 | 31 | |
| Corporation tax paid | - | (20) | |
| Cash flow from exceptional items | (33) | (345) | |
| Decrease in inventories | 502 | 283 | |
| Increase in receivables | (195) | (242) | |
| Increase in payables | 895 | 1,182 | |
| Cash used in operations | (180) | (110) | |
| Cash flow from investing activities | |||
| Acquisition of investments | (1,000) | - | |
| Acquisition of property, plant and equipment | (151) | (595) | |
| Net cash used in investing activities | (1,151) | (595) | |
| Cash flow from financing activities | |||
| Issue of equity | 1,500 | - | |
| Repayment of lease liabilities | (29) | (27) | |
| Proceeds from borrowings | 143 | 750 | |
| Repayment of loans | (237) | - | |
| Interest paid | (33) | (27) | |
| Share issue costs | (90) | - | |
| Net cash generated from financing activities | 1,254 | 696 | |
| Net cash outflow | (77) | (9) | |
| Cash and cash equivalents at beginning of the period | 168 | 98 | |
| Net decrease in cash and cash equivalents | (77) | (9) | |
| Cash and cash equivalents at end of the period | 91 | 89 |
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS TO 30 JUNE 2021
| Ordinary share capital | Share premium | Reverse acquisition reserve | Forex and other reserves | Merger reserve | Capital redemption reserve | Option and warrant reserve | Retained earnings | Total | |
| £.000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 January 2020 | 4,878 | 23,480 | (24,268) | 572 | 14,067 | 5,034 | 218 | (10,309) | 13,672 |
| Loss for the period | - | - | - | - | - | - | - | (5,371) | (5,371) |
| Changes in fair value from bricks used in product sales | - | - | - | - | - | - | - | (168) | (168) |
| Equity settled payments | 16 | 216 | - | - | - | - | - | - | 232 |
| Warrant charge | - | - | - | - | - | - | 27 | - | 27 |
| Options charge | - | - | - | - | - | - | 111 | - | 111 |
| As at 30 June 2020 | 4,894 | 23,696 | (24,268) | 572 | 14,067 | 5,034 | 356 | (15,848) | 8,503 |
| As at 1 January 2021 | 5,165 | 25,004 | (24,268) | (1,580) | 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 |
| Equity settled payments | 79 | 568 | - | - | - | - | - | - | 647 |
| Warrant charge | - | - | - | - | - | - | 28 | - | 28 |
| Options charge | - | - | - | - | - | - | (106) | 217 | 111 |
| Currency translation | - | - | - | (3) | - | - | - | - | (3) |
| Share issue costs | - | (90) | - | - | - | - | - | - | (90) |
| As at 30 June 2021 | 5,544 | 26,682 | (24,268) | (1,583) | 14,472 | 5,034 | 418 | (20,449) | 5,850 |
NOTES TO THE FINANCIAL INFORMATION
1. Basis of preparation
The condensed consolidated interim financial report for the half-year reporting period ended 30 June 2021 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 2020 were prepared in accordance with International Financial Reporting Standards as adopted by the EU. 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 2020 and any public announcements made by the Live Company Group Plc during the interim reporting period.
1.1 Going Concern
The Directors have prepared trading and cash flow forecasts for the Group up to and including the year ending 31 December 2025. The forecasts incorporate a number of trading assumptions and show that the Group has sufficient cash to meet its liabilities as they fall due.
The Directors consider these forecasts to be realistic and they have considered the continued impact of the COVID-19 pandemic, and the measures taken to contain it. However, because the situation regarding the COVID-19 outbreak and related containment measures is constantly evolving, there can be no certainty in respect of these cash flows, as tours and shows may continue to be delayed or cancelled in the geographical locations in which the Group operates. However, in the event that further funding is required the Directors consider that both further debt finance or an equity fund raise are viable options at the date of signing these condensed consolidated interim financial statements.
2. Segment Information
The Group has three operating segments, namely: BRICKLIVE Tours and Trails (previously Tours, Events, Shows, Licences and Content rental fees), BRICKLIVE Models and Sets (previously Product and Content Sales) and the new Sports and Entertainment division (LCSE) formed in December 2020.
| BRICKLIVE Models and Sets | BRICKLIVE Tours and Trails | Sports and Entertainment | Unallocated | Total | ||
| Six months to 30 June 2020 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue | 233 | 735 | - | - | 968 | |
| Cost of sales | (195) | (616) | - | - | (811) | |
| Administrative expenses* | (230) | (726) | - | (563) | (1,520) | |
| Finance costs | - | - | - | (28) | (27) | |
| Exceptional items | - | - | - | (3,981) | (3,981) | |
| Segment loss for period | (192) | (607) | - | (4,572) | (5,371) | |
| PXEBITDA | (183) | (244) | - | (542) | (969) | |
| BRICKLIVE Models and Sets | BRICKLIVE Tours and Trails | Sports and Entertainment | Unallocated | Total | ||
| Six months to 30 June 2021 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue | 381 | 167 | 74 | - | 622 | |
| Cost of sales | (554) | (609) | (1) | - | (1,164) | |
| Administrative expenses* | (353) | (154) | (149) | (709) | (1,365) | |
| Finance costs | - | - | - | (33) | (33) | |
| Exceptional items | - | - | - | (172) | (172) | |
| Segment loss for period | (526) | (596) | (76) | (914) | (2,112) | |
| PXEBITDA | (470) | (205) | (76) | (598) | (1,349) |
* Other Administrative Expenses which are not directly related to the running of the Plc are allocated to each segment in proportion to recognised revenue.
The Group uses PXEBITDA as a measure to assess the performance of the segments. This excludes discontinued operations and the effects of significant 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.
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
| 30 June 2021 | 30 June 2020 | |
| £'000 | £'000 | |
| Share option and warrant charge | 139 | 139 |
| Transactional and reorganisational costs | 33 | 345 |
| Impairment of associate and intangible assets | - | 3,497 |
| 172 | 3,981 |
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 2021 is £139,000 (six months to 30 June 2020: £139,000).
In January 2021 4,075,000 warrants with an exercise price of 15p were repriced to an exercise price of 10p, the variation did not result in an additional charge to the condensed consolidated income statement.
In May 2021 3,953,840 warrants with an exercise price of 80p were repriced to an exercise price of 15p, the variation did not result in an additional charge to the condensed consolidated income statement.
During the six months to 30 June 2021 1,341,889 options lapsed resulting in a reclassification of £217,000 from share option reserve to retained earnings (six months to June 2020: £nil).
Transactional and reorganisational costs
Transactional costs relate to the acquisition of a minority interest in Start Art Global Ltd and £1,500,000 placing in May 2021 (RNS Number : 3348X 04 May 2021).
Impairment of associate and intangible assets
The Directors have considered the carrying value of investments, intangible assets and the share of net assets of associates in light of the continued impact of COVID-19 and circumstances prevailing in the markets in which the Group operates and have determined no impairment is necessary at 30 June 2021.
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 | Six months to | |
| 30 June 2021 | 30 June 2020 | |
| Loss for the period after tax (£'000) | (2,112) | (5,371) |
| Weighted average number of shares in issue (000's) | 115,381 | 79,875 |
| Basic and diluted loss per share* (pence) | (1.8p) | (6.7p) |
* Diluted loss per share in both 2021 and 2020 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 June | 31 December | 30 June | 31 December | 30 June | 31 December | |
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Cost | ||||||
| Cost at start | 5,557 | 5,016 | 177 | 178 | 5,734 | 5,194 |
| Additions | 149 | 921 | 2 | 14 | 151 | 935 |
| Disposals | - | (380) | - | (15) | - | (395) |
| 5,706 | 5,557 | 179 | 177 | 5,885 | 5,734 | |
| Depreciation | ||||||
| At start | 1,488 | 971 | 102 | 71 | 1,590 | 1,042 |
| Charge | 366 | 705 | 19 | 46 | 385 | 751 |
| Disposals | - | (188) | - | (15) | - | (203) |
| 1,854 | 1,488 | 121 | 102 | 1,975 | 1,590 | |
| Net book value at end | 3,852 | 4,069 | 58 | 75 | 3,910 | 4,144 |
| Net book value at start | 4,069 | 4,045 | 75 | 107 | 4,144 | 4,152 |
7. Intangible assets
| 30 June 2021 | 31 December 2020 | |
| £'000 | £'000 | |
| Cost | ||
| Cost at start | 1,539 | 88 |
| Additions | - | 1,451 |
| 1,539 | 1,539 | |
| Amortisation | ||
| At start | 23 | 12 |
| Charge | 142 | 11 |
| 165 | 23 | |
| Net book value at end of the period | 1,374 | 1,516 |
| Net book value at start of the period | 1,516 | 76 |
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 2021 is £62,000 (31 December 2020: £66,000).
LCSE
In December 2020 the Company acquired 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 £650,000 and purchased certain contracts from World Sport South Africa (Pty) Limited for £500,000 to create a new Sports and Entertainment division (RNS Number : 3562H 03 December 2020).
In December 2020 the Company acquired the entire issued share capital of E Movement Holdings Ltd for £300,000 (RNS Number : 3562H 03 December 2020).
The substance of these transactions is the acquisition of a series of contracts rather than a business combination as defined in IFRS 3 "Business Combinations". The transactions were therefore accounted for as additions to intangible fixed assets of £1,450,000. 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 such rights at 30 June 2021 is £1,312,000 (31 December 2020: £1,450,000).
8. Investments
| 30 June 2021 | 31 December 2020 | |
| £'000 | £'000 | |
| Cost | ||
| Cost at start | - | - |
| Additions | 1,000 | - |
| 1,000 | - | |
| Impairment | ||
| At start | - | - |
| Impairment | - | - |
| - | - | |
| Net book value at end of the period | 1,000 | - |
| Net book value at start of the period | - | - |
In May 2021 LVCG acquired a 16.3% interest in Start Art Global Ltd. (START.Art) for £1,000,000 (RNS Number : 3348X 04 May 2021). David Ciclitira and Ranjit Murugason are directors of both LCVG and START.ART and own the remaining 83.7% of START.Art. The Directors of LVCG have assessed whether LVCG exercises significant influence over START.ART and have concluded that it does not and thus it has not been accounted for as an associate under IAS 28.
9. Borrowings
| 30 June 2021 | 31 December 2020 | |
| £'000 | £'000 | |
| Loan due within one year | 485 | 615 |
| Loan due after one year | 1,397 | 1,430 |
| 1,882 | 2,045 |
In May 2021 the Group agreed a variation in the terms of the £250,000 CBILS loan agreement with NatWest Bank Plc such that the principal became repayable by way of 54 monthly instalments commencing November 2021, therefore the full amount remained outstanding at 30 June 2021.
In June 2021 the Group agreed a variation and second partial conversion of the £500,000 loan agreement with David Ciclitira. At 30 June 2021, and following the conversion, the principal of the loan outstanding was £90,823.
In August 2020 the Group entered into an agreement with Close Leasing Limited whereby stock totalling £1,500,000 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 Hire Purchase Facility (HP Agreement) provided in conjunction with the CBILS. At 30 June 2021 the principal outstanding under the HP Agreement was £1,467,670.
Between March 2021 and April 2021 the Company entered into an agreement with the trustees of the Live Company Group Employee Benefit Trust (the EBT) whereby the EBT advanced a series of unsecured non interest bearing loans to the Company totalling £74,046 at 30 June 2021.
10. Share capital
During the six months to 30 June 2021 2,363,219 Ordinary 1p shares were issued in satisfaction of £96,900 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 £1,500,000 was injected into the Company via a placing of 30,000,000 new Ordinary 1p shares.
| Shares issued | Avg. Price per share | Value | Nominal per share | Nominal | Premium per share | Premium | |
| No. '000 | £ | £'000 | £ | £'000 | £ | £'000 | |
| February 2021 | 1,863 | 0.04 | 72 | 0.01 | 19 | 0.03 | 53 |
| May 2021 | 36,000 | 0.06 | 1,985 | 0.01 | 360 | 0.05 | 1,625 |
| 37,863 | 0.06 | 2,057 | 0.01 | 379 | 0.05 | 1,678 |
Issued share capital as at 30 June 2021 is comprised as follows:
| No. of shares | £'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 £19.60 | 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 2020.
11. Related Parties
The following amounts were owed to/(due from) Directors of the Group:
| Unpaid balances | 30 June 2021 | 31 December 2020 |
| £'000 | £'000 | |
| David Ciclitira* | 72 | 318 |
| Serenella Ciclitira | 18 | 8 |
| Ranjit Murugason | 66 | 20 |
| Bryan Lawrie | 9 | 11 |
| Trudy Norris-Grey (resigned 14 February 2021) | - | (15) |
| Mark Freebairn (resigned 14 February 2021) | 12 | 10 |
| Simon Horgan (resigned 17 February 2021) | 12 | 10 |
| 189 | 362 |
*Includes the outstanding loan balance of £90,823 as detailed in Note 9.
| Remuneration | Six months | Six months |
| 30 June 2021 | 30 June 2020 | |
| £'000 | £'000 | |
| David Ciclitira | 136 | 248 |
| Serenella Ciclitira | 10 | 5 |
| Ranjit Murugason | 47 | 10 |
| Bryan Lawrie | 11 | 60 |
| Trudy Norris-Grey (resigned 14 February 2021) | 15 | 12 |
| Mark Freebairn (resigned 14 February 2021) | 2 | 5 |
| Simon Horgan (resigned 17 February 2021) | 2 | 5 |
| 223 | 345 |
David Ciclitira
During the period David Ciclitira agreed to accepted 600,000 new Ordinary 1p shares, in settlement of £30,000 of the loan facility detailed in note 9.
David Ciclitira injected funds during the period as set out below:
| Six months | Six months | |
| 30 June 2020 | 30 June 2020 | |
| £'000 | £'000 | |
| Loan conversion (RNS Number : 4199A 01 June 2021) | 30 | - |
| Loan facility (RNS Number : 6990J 15 April 2020). | - | 500 |
| Salary shares (RNS Number: 9396L 05 May 2020) | - | 28 |
| 30 | 528 |
David Ciclitira received payments during the period as set out below:
| Six months | Six months | |
| 30 June 2021 | 30 June 2020 | |
| £'000 | £'000 | |
| Business expenses and healthcare costs | 7 | 7 |
| Rental arrangements for use of Venturi Formula E Car | - | 17 |
| Fees and interest in relation to the provision of loan facility described in Note 9 | 15 | 72 |
| Settlement of certain historic creditors (RNS Number : 6990J 15 April 2020) | - | 29 |
| Partial repayment of loan facility (includes £30,000 partial loan conversion (RNS Number : 4199A 01 June 2021) | 204 | - |
| 226 | 125 |
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 16 September 2021.
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