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Interim Results

27 Sep 2013 07:00

RNS Number : 0583P
Porta Communications PLC
27 September 2013
 



 

PORTA COMMUNICATIONS PLC

(the "Group" or "Porta")

Interim figures to the six months ended 30 June 2013

 

Porta Communications plc, the AIM quoted international marketing and communications business is pleased to announce its interim results for the six months ended 30 June 2013.

 

Financial Highlights

 

 

June 2013

£000

June 2012

£000

Full year 2012

£000

 

Revenue

8,484

1,690

8,384

Gross profit

4,323

1,610

4,633

Headline EBITDA ¹

144

(147)

(522)

EPS on adjusted headline EBITDA

0.1p

(0.1p)

(0.7p)

Reported loss

(1,520)

(1,153)

(4,917)

 

Operational Highlights

· Increase in revenue by more than 5 times

· Maiden headline EBITDA for the Group

· Significant international expansion in Singapore, Hong Kong and Australia

· Additional bolt-on acquisitions to enhance earnings growth

· Strong client wins across the whole Group

· Record year for Newgate Threadneedle

· Group well positioned for significant growth in profitability

 

¹ Headline EBITDA excludes start-up losses, acquisitions and restructuring costs, exceptional legal and professional costs and share based payments

Commenting on the results, David Wright, Chief Executive Officer of Porta, said:

"The Group made strong progress in the first six months of the year, with a significant improvement over the comparable period in 2012. Revenue generated in the six months to 30 June 2012 was higher than for the whole of the financial year ended 31 December 2012 and the Board remains confident of the Group's prospects for the second half of the year."

Enquiries

Porta Communications plcwww.portacomms.com

David Wright, Chief ExecutiveGene Golembiewski, Finance Director

+44 (0) 20 7680 6500

N+1 Singer

Jonny Franklin-AdamsAlex Wright

+44 (0) 20 7496 3000

Newgate ThreadneedleGraham Herring

 

+44 (0) 20 7653 9850

 

 

Chief Executive Report

The rapid growth of Porta Communications plc ("Porta") has continued in the first half to June 2013. Revenue at £8.48M is over 5 times the level of the comparable period and has already surpassed the full year contribution for 2012 while gross profit is more than 2.5 times higher. More importantly the Group has shown a positive EBITDA before exceptional and existing start-up costs, for the first time since its formation. These one-off costs are not expected to recur in 2014.

Although the Group has grown predominantly through start-up businesses since its inception, it has taken less than two years to develop a well-established international marketing and communications Group operating under strong recognised brands, in particular Newgate Communications. Furthermore with the openings of our new ventures in Australia, Singapore, Hong Kong and more in the pipeline, the Group now has a comprehensive international network with a strong base of business that will deliver continued growth in the future.

Newgate Communications London, the Group's first major start-up has enjoyed a strong first half, with a number of new business wins. This company is now poised to make consistent profits on a month by month basis, with a strong contribution expected in 2014.

Newgate Threadneedle has also performed well and remains the number one ranked adviser to AIM companies in the latest industry rankings. This positioning has been further strengthened through winning a number of IPO mandates which have successfully raised funds and consequently performed well as a listed company. This is a trend that has continued into the second half, to the extent that the company is heading for a record year. In addition, Newgate Threadneedle has been voted Best Financial PR adviser at the UK Stock Market Awards 2013 and continues to grow its client base of retained clients.

The Group needs to build on this success at Newgate Threadneedle so following the recruitment of top quality executives from a global competitor in March and April, we have created a strong diverse financial PR practice that now has a client list covering FTSE 100, 250 and AIM companies and the capacity to grow rapidly.

The start-up and development of Newgate Communications in Australia towards the end of the first half of the financial year was more successful than we anticipated, with approximately 30 people joining the new company. This group is now operating from 4 offices, Sydney, Melbourne, Canberra and Brisbane. The Australian venture has made a positive start and should make a strong contribution to Porta profits in 2014.

Newgate Communications Hong Kong has won several client mandates despite significant competitive pressure. The total number of clients is now 15. We expect the unit to move into profit in 2014.

The Group's Newgate Communications division in Singapore consists of, what the Board believes to be, an extremely high quality management team. Our Singapore team have already won some major mandates and they currently have a number of proposals with prospective clients. The total number of clients is now 9.

On the advertising side TTMV the creative media agency in Tunbridge Wells, formed out of the merger of WFCA and 20-20 Media Vision, has had an excellent first half. Although there has been some recent churn in clients at TTMV, the successful new business drive should ensure a similar performance to the first half in the second six months.

21:12 Communications the financial and charities agency, and it's studio 24-7 Studios started in January and is not expected to break into profits until the fourth quarter but the quality of recent new business suggest a much more balanced performance next year.

The Group is continuing to expand its international reach and there are a number of new ventures in the pipeline with plans to open Newgate offices in Abu Dhabi, Qatar, Beijing and Shanghai. Further down the line the Group is looking to strengthen its Newgate operation in Germany, as well as a possible launch in Paris. A couple of potential acquisitions in both the advertising and public relations areas are currently being reviewed.

With the Group becoming increasingly more established, the second half will see a considerably better performance than in the first six months. Given the expected exit run rate of revenues for the second half it is highly likely that the Group will continue to experience strong growth in 2014.

 

 

Executive Summary

Six months ended

Six months ended

Year ended

30 June 2013

30 June 2012

31 December 2012

£ 

£ 

£

EBITDA from continuing operations

(1,058,309)

(1,093,291)

(4,083,122)

Start-up losses

850,000

615,662

1,539,155

Acquisition costs

15,855

11,000

197,165

Restructuring costs

159,636

-

79,000

Legal and professional consultancy costs

134,274

302,277

1,676,167

Share based payments

42,842

17,497

69,987

Adjusted headline EBITDA

144,298

(146,855)

(521,648)

EPS reported on operating profit for continuing operations

(1.0p)

(1.0p)

(5.3p)

EPS based on adjusted headline EBITDA

0.1p

(0.1p)

(0.7p)

 

 

David Wright

Chief Executive

 

 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2013 (Unaudited)

 

 

Note

Six months ended30 June 2013

Six months ended30 June 2012

Year ended

31 December 2012

 

 

£ 

£ 

£

Continuing operations

 

Revenue

5

 

8,484,785

1,690,847 

8,384,625 

Cost of sales

 

 

(4,161,043)

(80,543)

(3,750,768)

Gross Margin

 

 

4,323,742

1,610,304

4,633,857

Operating and administrative expenses

 

 

(5,657,596)

(2, 841,550)

(9,085,841)

Operating loss

4

 

(1,333,854)

(1,231,246)

(4,451,984)

Finance expense

 

 

(247,705)

(22,969)

(177,201)

Finance income

 

 

1,034

 298

1,653 

Loss before taxation on continuing operations

 

 

(1,580,525)

(1,253,917)

(4,627,532)

Tax credit

7

 

67,002

100,313

196,172 

Loss for the period on continuing operations

 

 

(1,513,523)

(1,153,604)

(4,431,360)

Discontinued operations

 

 

(Loss) / profit for the period from discontinued operations

 

(7,205)

 - 

(485,804) 

(Loss)/profit for the period

 

 

(1,520,728)

(1,153,604)

(4,917,164)

Loss for the period attributable to:

 

Owners of the Company

 

(1,590,964)

(1,090,193)

(5,043,054)

Non-controlling interests

 

70,236

(63,411)

125,890

 

 

(1,520,728)

(1,153,604)

(4,917,164)

Other comprehensive income

 

Exchange differences arising on translating foreign operations

 

 

(6,440)

(1,594)

215 

Exchange differences arising on sale of subsidiary

 

 

-

-

-

Total other comprehensive income, net of tax

 

(6.440)

(1,594)

215

 

 

Total comprehensive income for the period

 

(1,527,168)

(1,155,198)

(4,916,949)

 

Total comprehensive income for the period attributable to:

 

Owners of the Company

 

(1,595,714)

(1,091,787)

(5,042,839)

Non-controlling interests

 

68,546

(63,411)

125,890

 

 

(1,527,168)

(1,155,198)

(4,916,949)

 

Earnings/(loss) per share - basic and diluted

13

On continuing operations

(1.2p)

(1.4p)

(5.3p)

On discontinued operations

(0.0p)

n/a 

(0.7p)

On continuing and discontinued operations

(1.2p)

(1.4p)

(6.0p)

 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

 

Condensed Consolidated Statement of Financial Position

As at 30 June 2013 (Unaudited)

 

 

Notes

30 June 2013

30 June 2012

31 December 2012

 

£ 

£ 

£ 

Non-current assets

Intangible assets

12

8,350,716

4,693,591 

8,128,294 

Fixed assets

8

262,884

100,128 

286,760 

Other investments

84,620

-

-

Deferred tax asset

 

 

547,093

 

248,821 

471,094 

Total non-current assets

9,245,313

5,042,540 

8.886,148 

Current assets

Assets held for sale

-

-

26,007

Work in progress

403,101

25,302 

186,694 

Trade and other receivables

5,131,450

891,924 

3,222,834 

Cash and cash equivalents

634,856

 600,845 

777,870 

Total current assets

6,169,407

1,518,071 

4,213,405 

Current liabilities

Liabilities held for sale

-

-

(30,070)

Bank overdrafts

(47,365)

-

Trade and other payables

(5,943,981)

(908,400)

(5,693,765)

Current tax liabilities

(49,144)

(167,237)

-

Loans and borrowings

11

(450,000)

(478,701)

(3,404,707)

Total current liabilities

(6,490,490)

(1,554,338)

(9,128,542)

Net current (liabilities) / assets

(321,083)

(36,267)

(4,915,137)

Non-current liabilities

 

 

 

 

Fair value of contingent consideration

 

 

(481,198)

 

-

(381,198)

Partner capital accounts

 

 

-

 

(24,000)

-

Deferred tax liabilities

 

 

(459,549)

 

(324,420)

(414,164)

Loans and borrowings

 

 

(2,726,969)

 

(650,000)

Total non-current liabilities

(3,667,716)

(348,420)

(1,445,362)

Net assets

5,256,514

4,657,853 

2,525,649 

 

Equity

Share capital

9

15,391,396

8,433,701

10,891,396 

Share premium

2,742,120

2,742,120

2,742,120 

Retained losses

(13,032,721)

(7,127,482)

(11,081,486)

Translation reserve

 

 

(4,179)

5,692

7,501 

Other reserves

(907,133)

(34,852)

(949,975 

Total equity shareholders' funds

4,189,483

4,019,179

1,609,556 

Equity non-controlling interests

1,067,031

638,674

916,093

Total equity

5,256,514

4,657,853

2,525,649 

 

 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

 

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2013 (Unaudited)

 

Six months ended30 June 2013

Six months ended30 June 2012

Year ended

31 December 2012

 

£ 

£ 

£

Cash flow from operating activities

Loss before taxation on continuing activities

(1,580,525)

(1,253,917)

(4,627,532)

Current tax expense

-

(18,201)

-

Adjusted for:

(Loss) / gain from discontinued operations

(7,205)

(485,804) 

Depreciation and amortisation

275,545

137,955 

379,358 

Finance income

(1,034)

(1,653) 

Tax paid

(6,307)

-

(178,975)

Gift of capital to Limited Liability Partnership

-

-

40,000

Capitalised interest

131,145

-

33,607

Loss on disposal of property, plant and equipment

-

-

9,505

Increase in work in progress

(184,013)

(8,725)

(170,117)

(Increase)/decrease in trade and other receivables

(1,803,888)

(130,236)

(359,395)

Increase/(decrease) in trade and other payables

188,920

250,899 

1,777,792 

Accrued interest - convertible loan

-

7,602 

Share based payments

42,842

17,497 

69,987 

Foreign exchange gain/(loss)

(6,440)

 1,230 

-

Foreign exchange gain previously recognised in other comprehensive income

 

-

 

-

Net cash outflow from operating activities

(2,950,960)

 

(995,896)

(3,513,227)

 

Cash flows from investing activities

Acquisition of intangible assets

(62,316)

(167,434)

(191,904)

Acquisition of property, plant and equipment

(32,792)

(22,032)

(181,972)

Dividends paid to non-controlling interests

-

-

(126,266)

Acquisition of subsidiary, net of cash acquired

(262,979)

549,931

Sale of subsidiary company

1

-

-

Interest received

1,034

1,653

Net cash (outflow)/inflow from investing activities

(441,672)

(189,466)

51,442

Cash flows from financing activities

Proceeds from the issue of ordinary shares (net of issue costs)

3,715,191

311,000 

311,000 

Proceeds from loans and borrowings

487,062

496,280 

2,950,000

Repayment of loans and borrowings

(1,000,000)

-

Net cash generated from financing activities

3,202,253

807,280 

3,261,000 

Net decrease in cash and cash equivalents

(190,379)

(378,082)

(200,785)

Cash and cash equivalents at 1 January

777,870

979,070 

979,070 

Effect of exchange rate changes

-

(143)

(415) 

Cash and cash equivalents at 30 June

587,491

600,845 

777,870 

 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

Condensed Consolidated Statement of Changes in Equity

 

Statement of changes in equity for the six months ended 30 June 2013:

 

 

 

Share capital

Sharepremium

Retained losses

Translationreserve

Other Reserves

Total equity shareholders' funds

Non-controlling interests

Total equity

 

£ 

£ 

£ 

£ 

£ 

£ 

£ 

£ 

Balance at 1 January 2013

10,891,396 

2,742,120 

(11,081,486)

7,501

(949,975)

1,609,556 

916,093 

2,525,649 

Total comprehensive income

 

 

 

 

 

 

 

 

Loss for the period

-

-

(1,590,964)

-

-

(1,590,964)

70,236

(1,520,728)

Other comprehensive income

-

-

-

(4,750)

-

(4,750)

(1,690)

(6,440)

Total comprehensive income

 

 

(1,590,964)

(4,750)

-

(1,595,685)

68,546

(1,527,139)

Transactions with owners of the Company, recognised directly in equity

 

 

 

 

 

 

 

 

Contributions by owners:

 

 

 

 

 

 

 

 

Issue of ordinary shares

4,500,000

-

-

-

-

(4,500,000)

-

(4,500,000)

Issue costs

-

-

(284,809)

-

-

(284,809)

-

(284,809)

Share based payments

-

-

-

-

42,842

42,842

-

42,842

Changes in ownership interests of subsidiaries:

 

 

 

 

 

 

 

 

Disposal of subsidiary with non-controlling interest

-

-

(75,762)

(6,930)

-

(82,392)

82,392

-

Total transactions recognised directly in equity

4,500,000

-

(360,271)

(6,930)

42,842

4,175,641

82,392

4,258,033

Balance at 30 June 2013

15,391,396

2,742,120

(13,032,692)

(4,179)

(907,133)

4,189,512

1,067,031

5,256,543

 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

Statement of changes in equity for the six months ended 30 June 2012:

 

Share capital

Sharepremium

Retained losses

Translationreserve

Other Reserves

Total equity shareholders' funds

Non-controlling interests

Total equity

 

 

£ 

£ 

£ 

£ 

£

£ 

£ 

£ 

 

Balance at 1 January 2012

7,723,701 

2,742,120 

(5,999,432)

7,286 

1,143

4,474,818 

702,085 

5,176,903 

 

Total comprehensive income

 

Loss for the period

‑ 

‑ 

(1,090,193)

‑ 

-

(1,090,193)

(63,411)

(1,153,604)

 

Other comprehensive income

‑ 

‑ 

(1,594)

-

(1,594)

‑ 

(1,594)

 

Total comprehensive income

(1,090,193)

(1,594)

(1,091,787)

(63,411)

(1,155,198)

 

Transactions with owners of the Company, recognised directly in equity

 

Contributions by owners:

 

Issue of ordinary shares

710,000 

‑ 

‑ 

‑ 

-

710,000 

‑ 

710,000 

 

Issue costs

‑ 

‑ 

(39,000)

‑ 

-

(39,000)

‑ 

(39,000)

 

Fair value adjustment for shares issued as a consideration in accordance with IFRS 3

‑ 

‑ 

‑ 

‑ 

(81,250)

(81,250)

‑ 

(81,250)

 

Share based payments

‑ 

‑ 

‑ 

‑ 

17,497 

17,497 

‑ 

17,497 

 

Equity component of convertible loan issued in period

‑ 

‑ 

‑ 

‑ 

28,901 

28,901 

‑ 

28,901 

 

Total transactions recognised directly in equity

710,000 

‑ 

(39,000)

‑ 

(34,852)

636,148 

‑ 

636,148 

 

Balance at 30 June 2012

8,433,701 

2,742,120 

(7,128,625)

5,692 

(33,709)

4,019,179 

638,674 

4,657,853 

 

 

 

Statement of changes in equity for the year ended 31 December 2012:

 

 

Share capital

Sharepremium

Retained losses

Translationreserve

Other Reserves

Total equity shareholders' funds

Non-controlling interests

Total equity

 

£ 

£ 

£ 

£ 

£

£ 

£ 

£ 

 

Balance at 30 June 2012

8,433,701 

2,742,120 

(7,128,625)

5,692 

(33,709)

4,019,179 

638,674 

4,657,853 

 

Total comprehensive income

(1,594)

 

Loss for the period

‑ 

‑ 

(3,952,861)

‑ 

-

(1,090,193)

189,301

(3,763,560)

 

Other comprehensive income

‑ 

‑ 

1,809

-

1,809

‑ 

1,809

 

Total comprehensive income

(3,952,861)

1,809

-

(3,951,052)

189,301

(3,761,751)

 

 

 

 

 

Share capital

Sharepremium

Retained losses

Translationreserve

Other Reserves

Total equity shareholders' funds

Non-controlling interests

Total equity

 

£ 

£ 

£ 

£ 

£

£ 

£ 

£ 

 

Transactions with owners of the Company, recognised directly in equity

 

Contributions by owners:

 

Issue of ordinary shares relating to business combinations

2,072,695 

‑ 

‑ 

‑ 

‑ 

2,072,695 

‑ 

2,072,695

 

Fair value adjustment for shares issued as a consideration in accordance with IFRS

-

-

-

-

(830,456)

(830,456)

-

(830,456)

Issue of other ordinary shares

385,000

-

-

-

-

385,000

-

385,000

Dividends paid to non-controlling interests

-

-

-

-

-

-

(126,266)

(126,266)

Issue costs

-

-

-

-

-

-

-

-

Share based payments

‑ 

‑ 

‑ 

‑ 

52,491

52,491

-

52,491

Equity component of convertible loan issued in the period

-

-

-

-

(1)

(1)

-

(1)

 

Changes in ownership interest of subsidiaries:

 

Acquisition of subsidiary with non-controlling interest

-

-

-

-

-

-

76,133

76,133

 

Disposal of subsidiary with non-controlling interest

-

-

-

-

-

-

(49)

(49)

 

Change in ownership of subsidiary whilst retaining control

-

-

-

-

(138,300)

(138,300)

138,300

-

 

Total transactions directly recognised in equity

2,457,695

-

-

-

(916,266)

1,541,429

88,118

1,629,547

 

Balance at 31 December 2012

10,891,396

2,742,120

(11,081,486)

7,501

(949,975)

1,609,556

916,093

2,525,649

 

 

 

The accompanying notes are an integral part of this condensed consolidated interim financial report.

 

Notes to the Condensed Consolidated Interim Financial Report

For the six months to 30 June 2013 (Unaudited)

 

1. Corporate information

The interim condensed consolidated financial statements of Porta Communications Plc and its subsidiaries (collectively, the Group) for the six months period ended 30 June 2013 were authorised for issue in accordance with a resolution of the directors on 27 September 2013.

Porta Communications Plc ('the Company') is a public company domiciled in the United Kingdom whose shares are publicly traded on Alternative Investment Market of the London Stock Exchange. The Group is primarily involved in providing communication, advertising and marketing services.

2. Basis of preparation

 (a) Statement of compliance

The condensed consolidated interim financial report for the six months period ended on 30 June 2013 has been prepared in accordance IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2012. This condensed consolidated interim financial report does not include all of the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

The financial information presented herein does not constitute full statutory accounts under section 434 of the Companies Act 2006. This condensed consolidated financial report is unaudited. The financial information in respect of the year ended 31 December 2012 has been extracted from the consolidated statutory accounts of the Company for that period have been delivered to the Register of Companies. The Group's Independent Auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006.

(b) Judgements and estimates

Preparing the condensed consolidated interim financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

In preparing this condensed consolidated interim financial report, significant judgements made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2012.

(c) Headline measures

The Group believes that reporting non-GAAP or headline adjusted measures provide a useful comparison of business performance and reflects the way the business is controlled. Accordingly headline measures of operating profit (EBITDA) and earnings per share exclude, where applicable, restructuring costs, start-up losses, amortisation of intangible assets, impairment charges, acquisition accounting adjustments, share option charges, and other exceptional costs. Non-headline gains or losses are items that, in option of directors, are required to be disclosed separately, by virtue of their size or incidence, to enable a full understanding of the Group's financial performance.

A reconciliation between statutory and headline operating profit is presented in Note 4. In addition to this a reconciliation between statutory and headline earnings per share is presented in Note 13. Headline measures in this report are not defined terms under IFRS and may not be compared with similarly titled measures reported by other companies.

3. Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2012, as described in those annual financial statements.

There are no new IFRSs or IFRICs that are effective for the first time for the interim period that would be expected to have a material impact on the Group.

4. Reconciliation of operating EBITDA to headline adjusted EBITDA

Six months ended 30 June 2013

Six months ended

30 June 2013

Six months ended

30 June 2012

Year ended

31 December 2012

 

£ 

£ 

£ 

EBITDA from continuous operations

(1,058,279) 

(1,093,291) 

(4,083,122)

Start-up losses*

850,000

615,662

1,539,155

Acquisition costs

15,855

11,000

197,165

Restructuring costs

159,636

-

79,000

Share-based payments

42,842

17,497

69,987

Legal and professional consultancy costs

134,274

302,277

1,676,167

Adjusted headline EBIDTA

144,328

(146,855)

(521,648) 

 

 

 

 

EPS reported on operating profit from continuous operations

(1.0p) 

(1.0p) 

(5.3p)

EPS based on adjusted headline EBITDA

0.1p

(0.1p)

(0.7p)

* For the purpose of the above analysis, start-up losses are defined as the net operating result in the period of entities which are originally started businesses. Such businesses so defined will cease being separately defined at the earlier of two years from the commencement of the activity or when the activities show evidence of becoming sustainably profitable.

5. Segmental reporting

Business segments

The Board considers that the Group has a single business segment which delivers international communications, advertising and marketing services. The revenue, expenditure and result reported in the Statement of Comprehensive Income and the assets and liabilities reported in the Statement of Financial Position all relate to this single segment. All revenue in the period arose from sales within Europe.

Geographical segments

The analysis of results and assets by geographic region, based on the location of operating company, is as follows:

Six months ended 30 June 2013

UK

Rest of Europe

Less inter-

company trading

Total

 

£ 

£ 

£ 

£ 

Revenue

8,221,226

263,559 

-

8,484,785 

Profit / (loss) on continuing operations before tax

(1,588,984)

8,489

-

(1,580,495)

Loss on continuing operations before tax

-

(7,205)

(7,205)

 

 

 

 

 

 

Sales to customers based in the UK amounted to 97% of Group revenues. No other individual country accounted for more than 10% of Group revenues

 

 

 

Six months ended 30 June 2012

 

UK

Rest of Europe

Less inter-

company trading

Total

 

£ 

£ 

£ 

£ 

 

Revenue

1,679,963

104,079 

(93,195)

1,690,847 

 

Loss on continuing operations before tax

(1,143,362)

(110,555)

(1,253,917)

 

Sales to customers based in the UK amounted to 75% of Group revenues. No other individual country accounted for more than 10% of Group revenues

Six months ended 30 June 2011

UK

Rest of Europe

Less intercompany balances

Total

 

£

£

£

£

Revenue

69,918 

‑ 

69,918 

Loss on continuing operations before tax

(403,971)

(32,284)

‑ 

(436,255)

Profit on discontinued operations before tax

979,552 

‑ 

‑ 

979,552 

 

 

 

 

 

In the six months ended 30 June 2011, 100% of Group sales were made to customers based in Turkey.

 

 

 

 

 

 

Six months ended 30 June 2013

UK

Rest of Europe

Less inter-company balances

Total

 

£ 

£ 

£ 

£ 

Non-current assets

9,284,158 

26,410 

(65,257)

9,254,310 

Current assets

6,022,556 

146,870 

-

6,169,426 

Current liabilities

(6,369,977)

(120,502)

(6,490,479)

Long term liabilities

(3,667,714)

(65,257) 

65,257

(3,667,714)

 

5,269,023 

(12,480) 

5,256,543 

 

Six months ended 30 June 2012

 

UK

Rest of Europe

Less intercompany balances

Total

£

£

£

£

 

Non-current assets

5,031,663

10,887

-

5,042,540

 

Current assets

1,458,927

65,144

(6,000)

1,518,071

 

Current liabilities

(1,510,719)

(49,619)

6,0000

(1,554,338)

 

Non-current liabilities

(348,420)

-

-

(348,420)

 

4,631,451

26,402

-

4,657,853

 

 

 

 

Six months ended 30 June 2011

UK

Rest of Europe

Less inter-company balances

Total

 

£ 

£ 

£ 

£ 

 

Non-current assets

818 

818 

 

Current assets

2,190,521 

43,495 

(67,496)

2,166,520 

 

Current liabilities

(179,307) 

(73,278)

67,496 

(185,089)

 

Long term liabilities

 

2,012,032 

(29,783)

1,982,249 

 

 

 

 

 

 

 

6. Acquisition of subsidiaries and associates

Acquisition of Cauldron Consulting Limited

On 1 March 2013, the Group acquired certain assets, including key staff and contracts, of Cauldron Consulting Limited in a loan note and contingent consideration deal. The consideration was satisfied by the initial payment of £200,000 in the loan notes and £100,000 of contingent consideration subject to future performance conditions.

The transferred Cauldron staff and client base has been incorporated within the marketing and advertising segment of the business.

The Cauldron client base contributed £76,000 to revenue during the six months to 30 June 2013.

Consideration transferred

The following table summarises the acquisition-date fair value of each major class of consideration transferred.

£

 

Loan notes

200,000 

 

Contingent consideration

100,000 

 

Total consideration

300,000 

 

 

Contingent consideration

The Group has agreed to pay the seller an additional amount of up to £550,000 cash, dependent on the revenue derived from the existing customers of the business and any new customers of the business introduced by the seller in respect of the period commencing from the date of acquisition and ending on 1 March 2014. The amount of contingent consideration is reduced on a pound for pound basis to the extent that the relevant revenue is less than £200,000. Management has assessed that contingent consideration payable should not exceed £100,000. Management applied discounting rate of 15.1% in assessing future cash flow predictions.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets and liabilities assumed at the acquisition date.

 

Book value of acquisition

 

Fair Value Adjustments

Fair Value

 

 

£

 

£

£

Customer relationships

-

 

185,000 

185,000

Fixed assets

1,947

 

-

1,947

Trade and other receivables

18,930

 

-

18,930

Cash and cash equivalents

87,021

 

-

87,021

Total assets

107,898

 

185,000

292,898

Trade and other payables

(48,576)

 

-

(48,576)

Deferred tax liability

-

 

(42,550)

(42,550)

Total liabilities

(48,576)

 

(42,550)

(91,126)

Net assets acquired

59,322

 

240,678

201,772

Less: attributable to NCI

-

 

-

Net value attributable to parent

59,322

 

240,678

201,772

The fair value of identifiable assets has been determined provisionally and may be subject to adjustment during the following six month period.

Goodwill

Goodwill arising from the transaction has been recognised as follows:

 

£

Total consideration transferred

300,000 

Fair value of net identifiable assets

 (201,772)

Goodwill

92,228 

The goodwill is attributable mainly to the skills and knowledge of the stuff acquired and the synergies expected to be achieved incorporating the customer list and staff members into the existing business.

Acquisition of Summit Marketing Services Limited

On 1 June 2013, the Group through its wholly owned subsidiary Newgate Media Holding Limited, acquired 100% share capital and certain assets, including key staff and contracts, of Summit Marketing Services Limited, a marketing and advertising agency domiciled in the UK. The initial consideration was satisfied by the payment of £150,000 in cash and up to £350,000 of contingent consideration subject to future performance conditions.

At the time of interim reporting and up to the date this report has been approved, Summit acquisition accounting not yet been finalised.

The provisional fair value of net assets at the acquisition date is as follows:

 

Fair Value

 

£

Fixed assets

7,979 

Deferred tax assets

245

Trade and other receivables

118,192

Trade and other payables

 (44,787)

Current tax liabilities

(17,467)

Net assets

64,162

Goodwill arising on acquisition 85,838

150,000

 The fair value of consideration paid is as follows: Fair Value,

£

Cash consideration paid 150,000

Contingent consideration 350,000

Total consideration payable 500,000

 

As part of the consideration for the acquisition of Summit Marketing Services Limited (further 'Summit') the contingent consideration is payable. The amount to be paid is dependent on the profits earned by Summit in the year to 31 December 2014.

 

The fair value of this consideration at the acquisition date and at the period ended on 30 June 2013 was £150,000. The maximum amount of deferred contingent consideration payable is £350,000. Any changes to the fair value of deferred contingent consideration in the future will be recognised in the income statement.

7. Income tax expense

Income tax credit is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year applied to the pre-tax income of the interim period. The Group's consolidated effective tax rate in respect of continuing operations for the six months ended 30 June 2013 was 8% (six months ended 30 June 2012: 8%, year ended 31 December 2011: 8%). This effective tax rate is consistent with the effective tax rate for the year ended 31 December 2012. The net tax credit for the period consists of current tax expense of £79,030 and a deferred tax credit of £146,031.

8. Property, plant and equipment

Acquisitions and disposals

During the six months ended 30 June 2013, the Group acquired assets with a cost of £32,792 (six months to 30 June 2012: £22,032).

No assets were disposed of during the six months ended 30 June 2012.

9. Capital and Reserves

Issues of ordinary shares

On 28 February 2013, the Company announced that it had conditionally raised £4.0m (before expenses) by way of a placing of 40,000,000 new ordinary shares at a price of 10 pence per ordinary share of 10 pence each with certain institutional and other investors. The purpose of the Placing was to raise funds to be used by the Company to implement the next phase of its acquisition strategy and to fund the working capital requirements of the Group by strengthening the statement of financial position and thereby improving the ability of the Group to develop its income stream. The Placing was conditional upon the Company obtaining approval from shareholders to disapply pre-emption rights and to grant the Directors authority to allot the Placing Shares. Approval was obtained at a General Meeting held on 18 March 2013 where all resolutions were duly passed and subsequently the 40,000,000 new shares have been allotted.

Subsequent to the General Meeting held on 18 March 2013, the Company has allotted 5,000,000 further ordinary shares of 10 pence following the conversion of the convertible loan of £500,000 by Hawk Investment Holdings Limited at a price of 10 pence per share.

The movement in Ordinary shares for the year reconciles as follows:

Number 

£ nominal value 

At 1 January 2013

102,433,961 

10,243,396 

New issues during the year

45,000,000 

4,500,000 

At 30 June 2013

147,433,961 

14,743,396 

 

Deferred Shares

There has been no change in the number of, or rights relating to, the Deferred shares during the six months to 30 June 2013.

Allotted, called up and fully paid

30 June 2013

 

 

Number 

£ 

Ordinary shares of 10p each

147,433,961

14,743,396 

Deferred shares of 0.9p each

72,000,000 

648,000 

15,391,396 

 

 

31 December 2012

 

 

Number 

£ 

Ordinary shares of 10p each

102,433,961 

10,243,396 

Deferred shares of 0.9p each

72,000,000 

648,000 

10,891,396 

30 June 2012

Allotted, called up, issued and fully paid

Number 

£ 

Ordinary shares of 10p each

77,857,008 

7,785,701 

Deferred shares of 0.9p each

72,000,000 

648,000 

8,433,701 

 

10. Share-based payments

At 30 June 2013, the Group has the following share-based payment arrangements:

Enterprise Management Incentive option scheme (equity-settled)

On 18 May 2012, the Company granted options over an aggregate of 3,950,000 ordinary shares to certain employees and consultants of the Group, all with an exercise price of 10p per share. This grant included options over 1,200,000 ordinary shares to each of David Wright, Chief Executive of the Company, and Keith Springall, former Finance Director of the Company (the 'Directors').

The options will vest in three equal tranches on the first, second, and third anniversary of the grant of the options, and will expire on the tenth anniversary of the grant. In addition, the options granted to the Directors may not be exercised if the mid-market share price of the Company is equal to or less than 20p.

The fair value of services received in return for the share options granted is based on the fair value of share options granted, measured using the Black-Scholes model.

The following inputs were used in the measurement of the fair values at grant date of the share-based payment plans.

 

Employees

Directors

Fair value at grant date

4.96p 

4.22p 

Share price at grant date

8.00p 

8.00p 

Exercise price

10.00p 

10.00p 

Expected volatility

76% 

76% 

Option life (expected weighted average life)

6 years 

6 years 

Expected dividends

0% 

0% 

Risk-free interest rate

1.1% 

1.1% 

 

Warrants

There have been no movement in the number or conditions of warrants outstanding between 31 December 2012 and 30 June 2013.

 

New share option issued during the six months period ended on 30 June 2013

On 26 June 2013 the Company granted David Wright, the option holder and Chief Executive Officer of the Group, an Option to acquire 2,948,679 Shares at an exercise price of £0.20 per Share. The Option is granted as an Enterprise Management Investment Option (further "EMI") in accordance with the provisions of the EMI Code. The Option shall not be exercisable before the Date of Grant or if the earnings per share targets specified in the EMI agreement have not been satisfied. Subject to the EMI agreement, the share options will vest as follows:

1) 50% of the Shares under Option on the first anniversary of the Date of Grant, provided the Company's adjusted earnings per share for the financial year ended 31 December 2013 equals or exceeds £0.006; and

2) 50% of the Shares under Option on the second anniversary of the Date of Grant, provided the Company's adjusted earnings per share for the financial year ended 31 December 2014 equals or exceeds £0.023,

There has been no charge in the profit and loss accounts as of 30 June 2013 with regard to this newly issued share option plan.

11. Loans and Borrowings

Subsequent to the General Meeting held on 18 March 2013, the Company allotted 5,000,000 ordinary shares of 10 pence following the conversion of the convertible loan of £500,000 by Hawk Investment Holdings Limited at a price of 10 pence per share.

On 8 March 2013 the Company announced that it had restructured the loans of £1,250,000 and £750,000 made by Hawk Investment Holdings Limited ("Hawk"), a company beneficially owned by Bob Morton (Non-Executive Chairman) and his wife, to the Company, details of which are included below, by entering into a discounted bond for the sum of £2,000,000 with Hawk (the "Bond"). The Bond has a redemption date of 26 February 2016. The amount to be redeemed on this date will be £2,862,000, which is equivalent to the current financing rates of the £1,250,000 and £750,000 loans. At its request, the Company will be able to redeem the Bond early at a discount calculated on the date of redemption. As well as having the opportunity to repay the Bond at a discount, the Bond will help reduce the Company's monthly interest payments, as the redemption premium is only payable on the date of redemption.

In addition, it has been agreed with Hawk that the two loan agreements entered into by Hawk and WFCA Limited ("WFCA"), a subsidiary of Porta, under which WFCA borrowed £450,000 in aggregate be refinanced as one new loan of £450,000, which is to be repaid on or before 5 March 2014. The interest rate on the new loan is the same as the rate of interest charged on the two individual loans.

This note provides information about the contractual terms of the Group's interest-bearing loans and borrowings, which are measured at amortised cost. For more information about the Group's exposure to interest rate, foreign currency and liquidity risk arising from these loans and borrowings, see note 8.

 

30 June 2013

30 June 2012

31 December 2012

 

£ 

£ 

Non-current liabilities

Loans - Related Parties

2,076,969

-

-

Secured Bank Loan

650,000

-

650,000

650,000

-

 

Current liabilities

Loans - Related Party

-

-

2,911,817

Convertible Loan

450,000

 478,701

492,890

450,000

-

 -

 

The secured bank loan is secured over all assets trade debtors and other assets of WFCA Limited and its two subsidiaries. The related party loans and convertible loan are secured over all current and future assets of all companies within the Group.

 

 

 

 

June 2013

30 June 2012

31 December 2012

 

 

Nominal Interest Rate

Year of maturity

Face Value

Carrying Amount 

Face Value

Carrying Amount 

Face Value

Carrying Amount 

 

Convertible Loan - Related Party

12%

2013

-

-

500,000

492,890

500,000

492,890

 

Loan - Related Party

12%

2013

-

-

-

-

1,250,000

1,233,944

 

Loan - Related Party

12%

2013

-

-

-

-

500,000

492,128

 

Loan - Related Party

12%

2013

-

-

-

-

750,000

735,745

 

Discounted bond - RelatedParty

12%

2016

2,862,000

2,076,969

-

-

-

-

 

Loan - Related Party

12%

2014

450,000

450,000

-

-

300,000

300,000

 

Loan - Related Party

12%

2014

-

-

-

-

150,000

150,000

 

Secured Bank Loan

Base + 2.75%

2014

650,000

650,000

-

-

650,000

650,000

 

4,100,000

4,054,707

4,100,000

4,054,707

 

Terms and debt repayment schedule

12. Intangible assets and goodwill

 

Goodwill

Customer relation-ships

Brands

Websites, software and licences

Total

Cost

£ 

£

£

£

£

At 1 January 2012

3,349,880 

650,000

367,000 

19,581

4,386,461 

Additions in period - acquired with subsidiary

215,550 

250,000 

465,550 

Other additions in the period

‑ 

‑ 

‑ 

At 30 June 2012

3,565,430 

900,000 

367,000 

38,921 

4,871,351 

Acquisition in period - acquired with subsidiary

2,509,052 

290,000 

345,000 

3,144,052 

Other additions in the period

‑ 

‑ 

‑ 

At 31 December 2012

6,274,969 

1,440,000 

712,000

63,391 

8,490,360 

 

Acquisition in period - acquired with subsidiary 184,066 150,000 35,000 - 369,066

Other additions in the period - - - 62,316 62,316

At 30 June 2013

6,459,035 

1,590,000 

747,000

125,707 

8,921,742 

 

 

Amortisation

£ 

£

£

£

£

At 1 January 2012

‑ 

43.333 

12,233

1,806

57,372 

Charge for the period

96,248 

18,348 

5,792 

120,388 

At 30 June 2012

139,581 

30,581 

7,598 

177,760 

Charge for the period

‑ 

137,081 

35,602 

11,623 

184,306 

At 31 December 2012

276,662 

66,183 

19,221 

362,066 

Charge for the period

-

145,298

35,600

28,062

208,960

At 31 December 2012

421,960 

101,783 

47,283 

571,026 

 

Net book value

£ 

£

£

£

£

At 1 January 2012

3,349,880

606,667 

354,767

17,775

4,329,089 

At 30 June 2012

3,565,430

760,419 

336,419 

31,323 

4,693,591

At 31 December 2012

6,274,969 

1,163,338 

645,817 

44,170 

8,128,294 

At 30 June 2013

6,459,035 

1,168,040 

645,217 

78,424 

8,350,716 

 

As described in note 5, during the six month period ended 30 June 2013 the Group acquired certain assets, including key staff and contracts, of Cauldron Consulting Limited and Summit Marketing Services Limited. The fair values of identifiable assets and liabilities have been determined provisionally and may be subject to adjustment during the following 12 month period.

No cash generating units ('CGUs') were tested for impairment because there were no impairment indicators at 30 June 2013 for CGUs to which goodwill has been allocated.

13. Earnings/(loss) per share

The loss per share has been calculated using the weighted average number of shares in issue during the relevant financial year. The weighted number of equity shares in issue and the loss after tax attributable to ordinary shareholders, used in these calculations are as follows:

 

Six months ended

30 June 2013

Six months ended

30 June 2012

Year ended

31 December 2012

 

Number

 

Number

Number

Weighted average number of shares (ordinary and dilutive)

 

128,433,961 

 

75,591,538 

83,723,938 

£

 

£ 

£ 

Loss on continuing activities after tax

 

(1,583,730)

 

(1,090,193)

(4,489,807)

Profit on discontinued activities after tax

 

 

(553,246) 

(Loss)/profit on continuing and discontinued activities after tax

 

(1,090,193)

 

(1,090,193)

(5,043,053)

 

The number of shares used in the 30 June 2011 calculation has been restated for the 1 for 100 share consolidation which occurred on 7 November 2011.

No share options or warrants outstanding at 30 June 2013, 30 June 2012, or 31 December 2012 were dilutive and all such potential ordinary shares are therefore excluded from the weighted average number of ordinary shares for the purposes of calculating diluted earnings per share. Details of share options and warrants outstanding are given in note 10.

14. Group Composition

During the six month period to 30 June 2013, the Group formed the following entities which had commenced trading by 30 June 2013:

Name

Interest

Country of Incorporation

Summit Marketing Services Limited

100% owned - Ordinary share capital

England and Wales

Cauldron Consulting Limited

100% owned - Ordinary share capital

England and Wales

15. Related party transactions

Key management personnel

During the six months to 30 June 2013, the Company has granted share-based payment awards to executive director, David Wright (Chief Executive), the details of which are disclosed in note 10.

The nature and amounts of other related party transactions are consistent with those reported in the Group's consolidated statutory accounts for the year ended 31 December 2012.

The loans made by Hawk described in paragraph 11 above were also related party transactions.

16. Subsequent events

On 9 September 2013, the Group obtained £1,200,000 of loan facility to assist the Group with its acquisition plans and for general working capital purposes. The facility is repayable on or before 9 September 2014 with an interest payment of 12%.

17. Publication

A copy of this report is available from the Company's website at www.portacommunications.plc.uk and available in hard copy on application to the Company's offices.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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