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Live Company Group (LVCG)

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Friday 17 September, 2021

Live Company Group

Half-year Report

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)

Total Exceptional Items

(172)

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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