15 Sep 2016 07:00
15th September 2016
Be Heard Group Plc
("Be Heard", the "Company" or the "Group")
Unaudited Interim Results for the six months to 30th June 2016
Be Heard Group Plc (AIM: BHRD), the digital marketing services group, is pleased to announce its unaudited interim results for the six months to 30th June 2016.
Headline Financial Results for the period:
| £'000 |
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Turnover | 14,707 |
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Net Revenue | 3,308 |
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Trading EBITDA (adjusted) | 687 | trading margin of 20% |
Group EBITDA (adjusted) | (12) | after group costs |
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Loss per share (diluted) | £(0.01) |
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Headline financial results represent the performance for the six months to 30th June 2016, adjusted to exclude acquisition costs, share based payment charges, goodwill amortisation, depreciation and financial costs. These are reconciled to the statutory figures in note 5.
Operational Highlights
· Fundraise of £8.1 million and acquisition of second partner company - award-winning User Experience (UX), design and build agency MMT
· Client wins include Vodafone, Domestic & General, BDO, Wiltshire Farm Foods, Centaur Media, Shaw Trust, Prospects Education, Bureau van Dijk, Net Wealth and Mr & Mrs Smith
· Industry recognition for MMT at the 2016 RAR Digital Awards and in the 2016 Econsultancy Top 100 Digital Agencies Report
· Cross group referrals underway with first clients now working with both agenda21 and MMT
· Strong and growing pipeline of acquisition opportunities
· David Poutney appointed to the Board post period end
Peter Scott, Executive Chairman of Be Heard said:
"Our first set of interim results is in line with the Board's expectations. We have added our second high-quality digital agency in MMT and made good progress in executing our strategy. The widespread availability of attractive potential partners interested in joining our group is encouraging, as is the value we have been able to add to agenda21 and MMT. We will continue bringing together best-in-class digital agency partners to provide clients with holistic solutions in an increasingly complex market, targeting good returns for shareholders along the way."
For further information, please contact:
Be Heard Group plc | 020 3828 6269 |
Peter Scott, Executive Chairman |
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Robin Price, Group Financial Director |
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Numis | 020 7260 1000 |
Nick Westlake / Kevin Cruickshank (Nominated Advisor) |
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James Black (Corporate Broker) |
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Bell Pottinger (Financial PR) | 020 3772 2573 |
Elly Williamson | ewilliamson@bellpottinger.com |
Charlie Stewart |
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Executive Chairman's Statement
These results are not meaningful in the conventional sense of the word.
While our group is newly formed, our first two market-leading partners were founded eleven and seventeen years ago. Also, we are reporting on a period of trading which encapsulates six months at agenda21 and just six weeks trading at MMT. We have been materially break-even at an adjusted Group EBITDA level; with MMT contributing fully in the second half this will turn positive as Group costs are leveraged. So if a picture is worth a thousand words our interim results would require a thousand words to paint a proper picture. Nevertheless, in this fast-paced, time-poor digital age, I shall aim to be brief. In time, as we build on our platform, we expect that our results will speak for themselves.
While our financial performance is in line with our expectations, the more important update to provide is how we are progressing with our strategy of creating a digital marketing group for the 21st century. Nine months in, we are encouraged that our original investment thesis seems to be borne out by two things: the availability of attractive potential partners interested in our proposition, and the value that we are adding to the two partners we have already brought into the group.
Acquisition update
We have now made two acquisitions and are making good progress in helping them develop to take full advantage of market opportunities. In May, we completed the acquisition of MMT, the award-winning UX, design and build business. This came after our first investment in leading media planning and buying business agenda21, completed in November 2015. Both transactions involved reverses with associated longer lead times and higher costs than we will target on average. We are confident we will see our economics improve markedly as we build on our platform with each new acquisition, largely because the central function has now been built and will be able to support a considerably larger group going forward.
We continue to meet many interesting businesses and as soon as our multiple conversations with potential partners reach the appropriate stage we will of course share details with the market. We are cash positive following the recent fundraising and so have the ability to complete a modest acquisition without recourse to shareholders. In time we will progress to acquiring more ambitious targets, such as some we are already identifying, assuming appropriate levels of shareholder support based on the quality of the businesses and the acquisition multiples.
Partner company development
Both agencies are very successful and respected but businesses can reach natural limits to growth without knowing how to develop beyond them. I act as Chairman of every partner company brought into the group for the first twelve months, with Robin and Ian also joining the Board, allowing us to bring our insight, experience and networks to bear. The Be Heard platform allows us to help agencies keep developing to scale up and win more business.
We have not yet existed a full year as a group, and while we have shared in the inevitable market anxiety caused by the EU referendum result, we are pleased with our progress to date as summarized for each business below.
We have freed the founders at agenda21, Pete Robins and Rhys Williams, through organisational changes, which have permitted the agency to achieve a very encouraging surge in new business, adding SEO from Vodafone alongside becoming the lead digital agency for Domestic and General and winning a number of other new clients including Wiltshire Farm Foods, Net Wealth and Mr & Mrs Smith. Expenditure on digital advertising now accounts for more than half of UK advertising and agenda21 is exceptionally well positioned to benefit from the continuing associated growth in digital media budgets as well as any market disruption resulting from the ANA (US Association of National Advertisers) investigation into digital media buying practices. agenda21's methods make it better able than many competitors to show where the adverts it serves are, which, underpinned by constant dialogue with clients, creates greater overall transparency.
We have more recently started to help MMT shape its plans for growth. MMT has been a part of the group for just four months so we will be able to provide a more substantive update when we next report. Led by co-founders Ben Rudman and James Canning, the business excels in architecting, designing and building bespoke websites and applications that deliver outstanding user experiences. This business has also seen a number of good quality client wins, including BDO, Centaur Media, Shaw Trust, Prospects Education and Bureau van Dijk, showing the fundamental quality of its work. While two clients delayed projects immediately after the EU referendum result was announced, business confidence appears to have stabilised and based on the number of recent client and new business wins, we are comfortable with our expectations for the business for the full year.
MMT performed strongly in the 2016 RAR Digital Awards, as voted for by clients, winning Best Web Software Development Agency for the 3rd year running and Best Web Development Agency and Best Analytics Agency for the 2nd year. It also moved up the rankings in the Econsultancy Top 100, placing it among the highest listed Design and Build agencies.
We are also seeking to maximise opportunities and leverage shared knowledge and resources across the Group. In the four months that both agenda21 and MMT have been part of Be Heard we have made good headway in planning their future development by collaboration. We have set up an Operational Board, composed of Pete Robins and Rhys Williams from agenda21; Ben Rudman and James Cannings from MMT; and Peter Scott, Robin Price and Ian Maude from Be Heard, as well as a separate team to co-ordinate business development activity and increase cross-fertilisation. This team will make Group-level introductions, strengthen relationships with intermediaries and seek cross-group referrals. The first clients have started working with both agencies and are benefiting from knowledge sharing between them.
Strategy and Outlook
Be Heard is at the beginning of a buy and build journey that, with continued support from our shareholders, will enable us to create a significant mid-sized digitally centric group operating at the crossroads of marketing, e-commerce and technology.
We remain of the view that by connecting the right partner companies in a tangible and meaningful way we will deliver significant value add to clients and stakeholders alike. This is core to our vision and mission.
Not only have we brought two outstanding partner companies into the Group but their shareholders have aligned their interests with ours by becoming significant shareholders in Be Heard.
Our aim, in the months and years ahead, is to increase Be Heard's breadth and depth by bringing together carefully targeted partners whose skill sets and business acumen will expand the range of services and benefits for clients within this rapidly evolving market place.
As we add more agencies, the benefit of the economics inherent in our model will really start to show. The costs of the central platform will change little but the benefits it brings will be applied to more agencies, which will be high quality, established businesses that Be Heard can help scale quickly. We will continue to pay fair prices to ambitious founders and give them the opportunity through equity in the company to benefit from the growth Be Heard will help them achieve. This structure and growth will make the initial prices paid win-win for all stakeholders.
Beyond any further implications that Brexit may yet have, the Board does not consider that the risks facing the Group have materially changed from those identified in the 2015 Annual Report.
We look forward to announcing our next acquisition to shareholders, in all probability a modest but relevant high quality addition in one of the four strategic pillars we have not addressed to date.
Peter Scott
Executive Chairman
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors confirm that:
· These condensed interim financial statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union; and
· The Interim Report includes a fair review of the information required by:
a) DTR 4.2.7, being an indication of important events that have occurred during the first six months of the financial year ending 31 December 2016, and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
b) DTR 4.2.8, being material related party transactions that have taken place in the first six months of the financial year ending 31 December 2016; and any material changes in the related party transactions described in the 2015 Annual Report.
The maintenance and integrity of the beheardgroup.com website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions
INTERIM CONSOLIDATED INCOME STATEMENT
for the six months ended 30th June 2016
| Unaudited | Unaudited | Audited | |
| Six months to | Six months to | Period to | |
| 30th June 16 | 30th June 15 | 31st December 15 | |
| £'000 | £'000 | £'000 |
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Turnover | 14,707 | - | 2,346 |
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Cost of sales | (11,399) | - | (1,832) |
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| _______ | _____ | ______ |
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Net Revenue | 3,308 | - | 514 |
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Administrative expenses | (5,472) | (20) | (1,656) |
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| _______ | _____ | ______ |
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Loss from operations | (2,164) | (20) | (1,142) |
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Finance income Finance costs | 1 (18) | 5 - | 13 (10) |
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| _______ | _____ | ______ |
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Loss before taxation | (2,181) | (15) | (1,139) |
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Tax expense | - | - | (26) |
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| _______ | ____ | _____ |
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LOSS ATTRIBUTABLE TO EQUITY | (2,181) | (15) | (1,165) |
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HOLDERS OF THE PARENT |
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Other comprehensive income | - | - | - |
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| _______ | ____ | ______ |
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TOTAL COMPREHENSIVE EXPENSE FOR THE | (2,181) | (15) | (1,165) |
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PERIOD |
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| _______ | ____ | ______ |
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Loss per share (see below) |
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Basic | £(0.01) | £0.00 | £(0.01) |
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Diluted | £(0.01) | £0.00 | £(0.01) |
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INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30th June 2016
(unaudited)
|
| Share |
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| Share | premium | Retained |
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| capital | reserve | earnings | Total |
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| £'000 | £'000 | £'000 | £'000 |
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Balance at 31st December 2014 | 1,283 | 2,165 | (108) | 3,340 |
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Total comprehensive expense for the period | - | - | (15) | (15) |
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| _____ | _____ | _____ | _____ |
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Balance at 30th June 2015 | 1,283 | 2,165 | (123) | 3,325 |
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Total comprehensive expense for the period |
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| (1,043) | (1,043) |
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Issue of new shares | 2,046 | 4,605 | - | 6,651 |
Issue costs deducted from equity | - | (406) | - | (406) |
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Share based payment expense | - | - | 40 | 40 |
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| _____ | _____ | _____ | _____ |
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Balance at 31st December 2015 | 3,329 | 6,364 | (1,126) | 8,567 |
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Total comprehensive expense for the period | - | - | (2,181) | (2,181) |
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Issue of new shares | 3,192 | 7,175 | - | 10,367 |
Issue costs deducted from equity | - | (439) | - | (439) |
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Share based payment expense | - | - | 256 | 256 |
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| _____ | _____ | _____ | _____ |
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Balance at 30th June 2016 | 6,521 | 13,100 | (3,051) | 16,570 |
| _____ | _____ | _____ | _____ |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30th June 2016
| Unaudited | Unaudited | Audited |
| as at | as at | as at |
| 30th June 16 | 30th June 15 | 31st December 15 |
| £'000 | £'000 | £'000 |
ASSETS |
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NON-CURRENT ASSETS |
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Property, plant and equipment | 98 | - | 21 |
Intangible assets | 34,230 | - | 15,506 |
| ______ | _____ | _______ |
TOTAL NON-CURRENT ASSETS | 34,328 | - | 15,527 |
| ______ | _____ | _______ |
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CURRENT ASSETS |
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Trade and other receivables | 6,365 | 23 | 3,827 |
Deferred tax asset | 796 | - | - |
Cash and cash equivalents | 8,649 | 3,318 | 8,265 |
| ______ | ______ | _______ |
TOTAL CURRENT ASSETS | 15,810 | 3,341 | 12,092 |
| ______ | ______ | _______ |
TOTAL ASSETS | 50,138 | 3,341 | 27,619 |
| ______ | ______ | _______ |
LIABILITIES |
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CURRENT LIABILITIES |
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Trade and other payables | (11,483) | (16) | (10,244) |
Loan notes | (700) | - | (850) |
Corporation tax liabilities | (92) | - | (93) |
Provision for liabilities | (2,300) | - | - |
| _______ | ______ | ________ |
TOTAL CURRENT LIABILITIES | (14,575) | (16) | (11,187) |
| _______ | ______ | ________ |
NON-CURRENT LIABILITIES |
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Trade and other payables | (451) | - | - |
Deferred tax liability | (1,251) | - | (749) |
Loan notes | - | - | (175) |
Provision for liabilities | (17,291) | - | (6,941) |
| _______ | ______ | ________ |
TOTAL NON-CURRENT LIABILITIES | (18,993) | - | (7,865) |
| _______ | ______ | ________ |
TOTAL LIABILITIES | (33,568) | (16) | (19,052) |
| _______ | ______ | ________ |
TOTAL NET ASSETS | 16,570 | 3,325 | 8,567 |
| _______ | ______ | ________ |
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CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT |
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Share capital | 6,521 | 1,283 | 3,329 |
Share premium reserve | 13,100 | 2,165 | 6,364 |
Retained earnings | (3,051) | (123) | (1,126) |
| _______ | ______ | _______ |
TOTAL EQUITY | 16,570 | 3,325 | 8,567 |
| _______ | ______ | _______ |
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CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 30th June 2016
| Unaudited | Unaudited | Audited |
| Six months to | Six months to | Period to |
| 30th June 16 | 30th June 15 | 31st December 15 |
| £'000 | £'000 | £'000 |
OPERATING ACTIVITIES |
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Net loss from ordinary activities before taxation | (2,181) | (15) | (1,139) |
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Adjustments for: Depreciation | 19 | - | 2 |
Amortisation | 1,082 | - | 128 |
Share based payment expense | 256 | - | 40 |
Finance costs | 17 | (5) | (3) |
| _____ | _____ | _____ |
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Operating profit before changes in working capital and provisions | (807) | (20) | (972) |
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(Increase)/decrease in trade and other receivables | (1,208) | - | (1,057) |
(Decrease)/increase in trade and other payables | (379) | - | 1,429 |
| _____ | _____ | _____ |
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Cash consumed by operations | (2,394) | (20) | (600) |
Income taxes paid | - | - | - |
Income taxes recovered | - | - | - |
| ___ | _____ | _____ |
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Cash flows from operating activities | (2,394) | (20) | (600) |
| ___ | _____ | _____ |
INVESTING ACTIVITIES |
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Purchase of property, plant and equipment | (63) | - | - |
Consideration paid on acquisition of subsidiaries | (7,555) | - | (2,140) |
Expenditure on development costs | - | - | (7) |
Cash with subsidiaries over which control has been obtained | 2,735 | - | 2,468 |
Finance income | 1 | 5 | 13 |
| _____ | _____ | _____ |
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| (7,276) | (15) | (266) |
| _____ | _____ | _____ |
FINANCING ACTIVITIES |
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Issue of ordinary shares | 7,678 | - | 8,541 |
Finance costs | (18) | - | (10) |
| _____ | _____ | _____ |
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INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 384 --------------- | (15) --------------- | 8,265 --------------- |
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Cash and cash equivalents brought forward | 8,265 | 3,333 | - |
| _____ | _____ | _____ |
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CASH AND CASH EQUIVALENTS CARRIED FORWARD | 8,649 | 3,318 | 8,265 |
| _____ | _____ | _____ |
Represented by: |
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Cash at bank and in hand | 8,649 | 3,318 | 8,265 |
| _____ | _____ | _____ |
| 8,649 | 3,318 | 8,265 |
| _____ | _____ | _____ |
NOTES TO THE INTERIM REPORT
for the six months ended 30th June 2016
1. Corporate information
The interim consolidated financial statements of the group for the period ended 30 June 2016 were authorised for issue in accordance with a resolution of the directors on 14th September 2016. Be Heard Group plc is a Public Limited Company listed on AIM, registered in England and Wales and domiciled in the UK.
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 2015 annual financial statements. The statutory audited accounts for the year ended 31 December 2015 have been delivered to the Registrar of Companies in England and Wales. The auditors' report on these accounts was unqualified and did not contain statements under section 498 of the Companies Act 2006.
2. Statement of Accounting policies
2.1 Basis of Preparation
The interim consolidated financial statements of the group for the period ended 30 June 2016 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union.
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 2015, which were prepared in accordance with IFRS's as adopted by the European Union.
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 2015.
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 European Union ("IFRSs") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under IFRSs. The consolidated financial statements have been prepared under the historical cost convention.
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 1st July 2016 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 1st January 2018)
IFRS 15 Revenue from Contracts with Customers (effective for accounting periods beginning on or after 1st January 2018)
IFRS 16 Leases (effective for accounting periods beginning on or after 1st January 2019)
Amendments to IAS 7 Statement of Cashflows (effective for accounting periods beginning on or after 1st January 2017)
Amendments to IFRS 2 Share Based Payments (effective for accounting periods on or after 1st January 2018)
Amendments to IAS 12 Income Taxes (effective for accounting periods on or after 1st January 2017)
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 30th June 2016
3. Segment Information
The Group's primary reporting format for segment information is business segments which reflect the management reporting structure in the Group.
|
| Be Heard Group | Media Planning & Buying | Design, Build &UX | Consolidation | Total |
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| £'000 | £'000 | £'000 | £'000 | £'000 |
| Revenue |
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| External | - | 13,850 | 857 | - | 14,707 |
| Intercompany | 77 | - | - | (77) | - |
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| ---------------- | ---------------- | --------------- | --------------- | -------------------- |
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| 77 | 13,850 | 857 | (77) | 14,707 |
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| Profit/(loss) before tax | (1,667) | 487 | 137 | (1,138) | (2,181) |
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| Balance sheet |
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| Assets | 43,942 | 6,854 | 3,943 | (4,601) | 50,138 |
| Liabilities | (26,825) | (6,373) | (473) | 103 | (33,568) |
|
| ---------------- | ---------------- | ------------- | --------------- | -------------------- |
| Net assets/(liabilities) | 17,117 | 481 | 3,470 | (4,498) | 16,570 |
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| ---------------- | ---------------- | ------------ | --------------- | -------------------- |
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Other |
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| Capital expenditure |
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| - Tangible fixed assets | 32 | 22 | 9 | - | 63 |
| Depreciation, amortisation and |
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| other non cash expenses | 2 | 9 | 8 | 1,040 | 1,059 |
| Interest paid | - | 18 | - | - | 18 |
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Included with Media Planning & Buying is turnover of £6,767k relating to income from three major customers which each account for more than 10% of the Group's turnover in the period.
4. Earnings per share
|
| 2016 |
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| £ |
| The earnings per share is based on the following: |
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| Earnings | (2,181,364) |
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| ========== |
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| Weighted average number of shares | 367,231,799 |
| Diluted number of shares | 744,636,800 |
|
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| Earnings per share | (0.01) |
| Diluted earnings per share | (0.01) |
|
| ===== |
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 367,231,799.
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 30th June 2016
5. Reconciliation of financial results
| £'000 |
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Loss before taxation | (2,181) |
Share based payment charge | 256 |
Deal costs | 795 |
Amortisation of acquired intangibles Depreciation Finance costs | 1,082 19 17 |
Group EBITDA (adjusted) | (12) |
Group costs | 699 |
Trading EBITDA (adjusted) | 687 |
6. Business Combinations
On 10th May 2016 the Group acquired 100% of the ordinary shares in MMT Limited for a maximum consideration of £23,500,710 subject to certain benchmarks being achieved in the four financial years following completion. This investment is included in the Parent company's balance sheet at its fair value at the date of acquisition. MMT is a digital design and build agency.
The completion accounts show a breakdown of the assets and liabilities of the acquired company to be as follows:
|
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| Book value | Fair value adjustment | Fair value to Group |
Intangible fixed assets |
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| £ - | £ 2,529,837 | £ 2,529,837 |
Tangible fixed assets |
|
| 33,830 | - | 33,830 |
Receivables |
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| 1,633,881 | - | 1,633,881 |
Cash and cash equivalents |
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| 2,735,214 | - | 2,735,214 |
Payables |
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| (1,064,904) | - | (1,064,904) |
Deferred tax |
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| (4,764) | 289,761 | 284,997 |
|
|
| ----------------------- | ----------------------- | ----------------------- |
Net assets on acquisition |
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| 3,333,257 | 2,819,598 | 6,152,855 |
Goodwill on acquisition |
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| 17,347,855 | ||
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| ---------------------- |
Total consideration |
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| 23,500,710 |
|
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| ========== |
Discharged by: |
|
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| £ |
Cash paid |
| 3,306,028 |
Shares in Be Heard Group plc |
| 1,643,233 |
Deferred consideration |
| 5,864,685 |
Contingent consideration |
| 12,686,764 |
|
| --------------------- |
|
| 23,500,710 |
|
| ========== |
The intangible fixed assets are in relation to brand and customer relationships.
The revenue and profit included in the Consolidated Statement of Comprehensive Income since the acquisition of MMT Limited on 10 May 2016 was £857,328 and £137,114 respectively.
Acquisition costs of approximately £795,000 were written off as overheads in the period.
The deferred and contingent consideration will be paid in a combination of cash and shares.
NOTES TO THE INTERIM REPORT
for the six months ended 30th June 2016
7. | Intangible Assets |
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| |
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| Goodwill | Other |
|
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| Development | On | Intangible |
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| Costs | consolidation | Assets | Total |
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| £'000 | £'000 | £'000 | £'000 |
| Cost |
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|
|
|
| 31st December 2015
Acquisition of subsidiary | 499
- | 11,407
17,348 | 4,102
2,530 | 16,008
19,878 |
| Consideration adjustment | - | (71) | - | (71) |
|
| ---------------- | --------------------- | ------------------ | --------------------- |
| 30th June 2016 | 499 | 28,684 | 6,632 | 35,815 |
|
| ---------------- | --------------------- | ------------------ | -------------------- |
| Amortisation
|
|
|
|
|
| 31st December 2015 | 389 | - | 114 | 503 |
|
|
|
|
|
|
| Charge for the period | 42 | - | 1,040 | 1,082 |
|
| ---------------- | ----------------- | ----------------- | ----------------- |
| 30th June 2016 | 431 | - | 1,154 | 1,585 |
|
| ---------------- | ------------------ | ------------------ | ----------------- |
| Net book value
30th June 2016
|
68 --------------- |
28,684 --------------- |
5,478 --------------- |
34,230 --------------- |
| 31st December 2015 | 110 | 11,407 | 3,988 | 15,505 |
|
| --------------- | --------------- | --------------- | --------------- |
The cost of other intangible assets comprises the estimated net present value of £5,089,604 of customer relationships and £1,542,620 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 |
| 652,185,161 |
| 6,521,852 |
|
| =========== |
| ========== |
At 30th June 2016 the number of shares covered by option agreements amounted to 58,752,033 plus an undetermined number with respect to Peter Scott's share options (see 2015 financial statements for details).
Shares issued in the period:
Date | Description | No shares | Price/ share | Gross share value | Cash received |
|
|
| p | £ | £ |
25th April 2016 | Additional consideration for A21 | 14,735,321 | 4.125 | 607,832 | - |
10th May 2016 | Share placing | 249,744,615 | 3.25 | 8,116,700 | 8,116,700 |
10th May 2016 | Initial consideration shares for MMT | 54,774,425 | 3.00 | 1,643,233 | - |
|
| ----------------------- |
| --------------------- | --------------------- |
| Totals | 319,254,361 |
| 10,367,765 | 8,116,700 |
|
| =========== |
| ========== | ========= |
NOTES TO THE INTERIM REPORT
for the six months ended 30th June 2016
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.
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, London W1D 4SN. The statement will also be available to download on the Company's website.