LIV E C OM PAN Y GR O UP PLC
ANN UAL REPORT
Annual report for the year ended 31 December 2019
Registered Number 00630968
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L I V E C O M P A N Y G R O U P P L C A N N U A L R E P O R T 2019
L I V E C O M P A N Y G R O U P P L C A N N U A L R E P O R T 2019
Welcome to the 2019 Annual Report of Live Company Group plc
(“LVCG”, “the Company”, “the Group”) quoted on AIM.
The Strategic Report, set out herein, explains the Company’s
strategy, business model, risk management processes and provides
an overview of current performance and outlook. This is
accompanied by a Financial Review from the Chief Financial
Officer, together with a report from the Group’s auditors.
The Governance Report explains the role and activities of the
Board in running the business.
The Group’s strategic aim is to build a global children’s education
and entertainment brand focused on creating environments that
encourage interactive play, foster creativity, collaboration and
physical experiences in an inclusive and safe environment.
We are extremely proud of the BRICKLIVE brand, including its
brand extensions, and we foresee the BRICKLIVE brand continuing
to grow globally due to the popularity of the shows, exhibitions,
tours and events.
We look forward to continuing to work with our partners,
current and prospective, to present the BRICKLIVE brand to
audiences worldwide.
TM
CONTENTS
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06
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26
35
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42
43
50
51
52
53
54
Directors and Advisers
Chairman’s Statement
Strategic Report
Chief Financial Officer’s Report
Corporate Governance Report
Directors’ Report
Directors’ Responsibilities Statement
Report of the Independent Auditor
Consolidated Statement of Comprehensive Income
Consolidated and Company Statements of Financial Position
Consolidated and Company Statements of Changes in Equity
Consolidated and Company Statements of Cash Flows
Notes forming part of the Consolidated Financial Statements
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Visit Live Company Group plc online:
www.livecompanygroup.com
for the latest news, reports,
releases and info
@livecompanygroup
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Directors
David Ciclitira (Chairman)
Serenella Ciclitira
Ranjit Murugason
Bryan Lawrie
Trudy Norris-Grey
Simon Horgan
Mark Freebairn
Public Limited Company No 00630968
Incorporated in England and Wales
Secretary and Registered Office
Bryan Lawrie
3 Park Court
Pyrford Road
West Byfleet
Surrey
KT14 6SD
Nominated and Financial Adviser
Beaumont Cornish Limited
10th Floor
30 Crown Place
London
EC2M 2SJ
Broker
Shard Capital Partners LLP
23rd Floor
20 Fenchurch Street
London
EC3M 3BY
Auditor
Moore Kingston Smith LLP
Devonshire House
60 Goswell Road
London
EC1M 7AD
Solicitors
Gateley plc
1 Paternoster Sq.
London
EC4M 7DX
Bankers
National Westminster Bank Plc
2nd Floor
65 Piccadilly
London
W1A 2PP
HSBC Bank Plc
Level 6
71 Queen Victoria Street
London
EC4V 4AY
Registrars
Link Asset Services Ltd
65 Gresham Street
London
EC2V 7NQ
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CHAIRMAN'S STATEMENT
David Ciclitira
Chairman
The year ended 31 December 2019, has, once again, been a
transformational one for the Group, which saw us deliver on
our strategy of expanding the BRICKLIVE Zoo programme
globally, creating further relationships with world renowned
Intellectual Property (IP) partners, extending our BRICKLIVE
shows into additional geographic areas and further
developing our BRICKLIVE touring assets.
In early 2020, the world was shaken by the aggressive
spread of the COVID-19 virus, which in addition to the many
lives lost, created an unprecedented period of volatility and
uncertainty in the global markets. The Group will issue a
full operational statement at the half year.
We see the BRICKLIVE Zoo programme as a key source of
recurring revenue (many clients book for more than one
year), which has long lead in times (from initial booking to
the event taking place) which means we have good visibility
of revenue. Going forward we aim to further increase our
geographical presence and asset utilisation in this sector of
our business.
Post balance sheet, BRICKLIVE Zoo Animal Paradise is open
at JB Zoo in Michigan, BRICKLIVE Ocean is being installed in
July at Bristol Zoo and BRICKLIVE Supersized is installed at
Marwell Zoo, the latter both awaiting final approval to open
to the public.
BRICKLIVE IP
In Q2 of 2019, we established our BRICKLIVE IP division to
enable us to partner with world renowned IP brands. The
BRICKLIVE IP division is working with two of the largest
entertainment brands in the world, Nickelodeon (part of
Viacom CBS Inc) and Entertainment One (part of Hasbro
Incorporation), along with Penguin Ventures, part of one of
the world’s largest literary publishing houses, Penguin
Random House and most recently, The Copyrights Group.
During 2019, and post balance sheet in early 2020, we
successfully secured multi-year partnerships with four
IP partners as well as securing children’s pre-school
entertainment brands including Paw Patrol, Nick Jr, Peppa
Pig, Peter Rabbit, Paddington Bear. In addition, we secured
an agreement to produce a themed tour of The Snowman
and the Snowdog with Snowman Enterprises Limited (part
of Penguin Random House group).
As previously announced, a series of cost reduction
measures have been put in place by your Board, including
the furloughing of staff, redundancies and a decrease in
management salaries and the Non-executive Directors
foregoing their Q2 and Q3 fees.
I would like to thank all the team for their extensive support
during these challenging times and our thoughts go out to
all those affected by the COVID-19 pandemic.
BRICKLIVE Zoo
In 2019, we continued to build on the BRICKLIVE Zoo
programme that was established in 2018, exhibiting themed
tours in zoos, safari parks, aquariums and venue attractions.
We have seen great interest and enthusiasm for the Zoo
tours, as they bring repeat customers back to attractions,
thus increasing revenue for our clients as well as bringing
footfall in quieter months.
Our ability to establish partnerships with multi-billion-pound
companies such as Nickelodeon, proves our business
strategy in our IP division is successful – big brands want
to work with us.
BRICKLIVE Shows and Touring
In 2019, we continued to see growth in BRICKLIVE shows
and touring and by August 2019, we had contracted 60
BRICKLIVE shows and events across the world for 2019.
This rose to 71 events by the end of the year. We
established partnerships in Germany with AWC AG, Palexpo
SA in Switzerland, Exhibition Hub SPRL in Belgium,
SMG Europe Holdings (who promoted the first BRICKLIVE
Show in Aberdeen in September 2019), HADRAN 2006 in
Israel and Make Merry Company Inc in Japan. Other
global partnerships include: AWC Asia (South Korea),
Imagine Exhibitions in North America and Toulouse
Evènments SA in France.
By the end of 2019, we had secured 12 contracts with zoos
from the UK to the US including Marwell Zoo (UK), Burger
Zoo (Holland), Boston Zoo (US) and Granby Zoo in Canada.
Our programme included exhibiting BRICKLIVE Ocean at
Edinburgh Zoo, The Great Brick Safari at Twycross Zoo (UK),
BRICKLIVE Big Cats at Chester Zoo and BRICKLIVE Animal
Kingdom at Brookfield Zoo USA.
In March 2019, following our agreement with AWC, the first
BRICKLIVE show was held in Germany while in April 2019,
we saw our first Bricklive show in Mexico with our partner
for Latin America EXIM ENT. In May 2019, we announced
that we would manage and operate the Group’s flagship UK
BRICKLIVE show in 2019 at the NEC. This event took place
at the end of October and showcased BRICKLIVE Force
and BRICKLIVE Outerspace. In December 2019, the second
BRICKLIVE Christmas Show took place in Monaco, where
we featured BRICKLIVE Ocean and BRICKLIVE Force.
Whilst the COVID-19 pandemic has meant that many of the
2020 tours have been postponed, we have seen significant
inbound enquiry from Business Improvement Districts (BIDs)
for the second half of 2020 and expect additional enquiries
as BIDs look to increase footfall and support local business
recovery.
The Group also signed a multi-year agreement with
Licencing Management International Limited (LMI), to act
as agent in respect of identifying partners for the licencing
and merchandising of BRICKLIVE branded merchandise and
products sold at the shows, tours and events.
Corporate
In February 2019, we raised £2.0m via a placing and
subscription to facilitate the expansion of the BRICKLIVE
Zoo programme, enabling new tours to be built and
exhibited and to provide working capital for the group.
As a result of the investment, we secured new contracts
with zoos in the UK, Europe and Canada. As Chairman,
I was delighted to invest approximately £250,000 in
this fundraise.
In August 2019, we announced Andy Smith had stepped
down from the Board and would become Deputy
Chairman of BRICKLIVE Group. Andy will step down from
this role shortly too and continue as an adviser to the Group.
As of 1 October 2019, Mark Freebairn was appointed as
Non-executive Director to the Board. Mark has a wealth of
city-based experience and is currently a Partner and Head
of the Financial Management Practice of Odgers Berndtson.
Post balance sheet closing we appointed Richard Collett as
Financial Director and Sarah Dees as COO.
It is proposed that Richard will, in due course, take over
as Chief Financial Officer from Bryan Lawrie. Bryan is
continuing as the Group’s Chief Financial Officer, including
remaining on the Board, in order to ensure a seamless
handover of the finance function to Richard.
In December 2019, the existing loan facility from Riverfort
Global Opportunities PCC Limited (formerly Cuart
Investments PCC Limited) (“Riverfort”) was supplemented
by an additional loan facility of £1m, of which £300,000 was
drawn down in December 2019. Alongside that additional
facility, the Company entered into an Equity Share
Agreement with Riverfort, the proceeds of which would
support the repayment of the loan. Post balance sheet,
the Company has made arrangements to extend the
repayment of the loan facilities provided by the Investors
and, as a result of the market disruption caused by
COVID-19, the parties agreed to suspend the ESA.
Further details are set out in Note 34.
Further financing of £250,000 was sourced via the UK
Government’s backed Coronavirus Business Interruption
Scheme from National Westminster Bank Plc and, to show
my continued support and belief in the Group and its
strategy, I also provided a £500,000 secured personal loan
to the Group, in April 2020 as detailed in Note 36.
Emerging stronger
We face a challenging year ahead post COVID-19, though
as governments rally around the world to ensure the global
economy gets back on its feet, we have a unique opportunity
to provide edutainment to our customers to assist in getting
people back out to visit the high streets, shopping centres,
zoos and tourist attractions.
I very much believe that our team is up for the challenge
as we remain committed to delivering shareholder value.
We continue with our build programme and are seeking
to further develop our consumer sets business, as well as
other products for home use, which has seen significant
demand during recent times. However, given this period of
unprecedented uncertainty, we have withdrawn our previous
financial and operational guidance for both 2020 and 2021.
At the time of issuing the Annual Report and Accounts,
there are unprecedented societal and market conditions
as a result of the COVID-19 pandemic, which increases the
risk that there could be a delay in the implementation of the
Group’s strategy, which could impact the Company’s
liquidity. The Directors continue to explore ways to mitigate
the impact, including assessing the measures announced by
the UK Chancellor to support businesses during the
COVID-19 outbreak.
I was also pleased to announce that Trudy Norris-Grey
agreed to become Non-executive Deputy Chairperson,
having joined the Company, as a Non-executive Director, in
November 2018. Trudy brings a broad range of experience
to the Company, having held senior leadership positions at
Microsoft, Oracle, Sun Microsystems and BT.
I would like to thank the team for all their efforts and for
their ongoing support and energy especially during the
lockdown period.
Finally, I would personally like to thank all of our
shareholders and those who have supported me, and
our Group, its Board and employees, over the last year.
DAVID CICLITIRA
Chairman
22 June 2020
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019 01
STRATEGIC REPORT
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BUSINESS MODEL
OUR ASPIRATION
TO BECOME A WORLD-CLASS ‘EDUTAINMENT’ BRAND
PROVIDING BRICKLIVE EVENTS, SHOWS AND TOURS GLOBALLY,
FOSTERING EDUCATION AND ENTERTAINMENT EXPERIENCES
THROUGH INTERACTIVE PHYSICAL PLAY AND TO BECOME ONE
OF THE WORLD’S LARGEST PRODUCERS OF INTERLOCKING
BRICK MODELS AND PROVIDE MEMORABLE EXPERIENCES.
OUR BUSINESS MODEL
VALUE CREATION THROUGH GLOBAL EXPANSION
BRICKLIVE is seeking to become a global brand having rapidly established a presence in Europe, Asia,
South and North America. The Group plans to continue investment in the BRICKLIVE touring products
to drive long term sustainable growth. The Group is working with partners, exhibition promoters,
venues and destination and tourist attractions globally to facilitate this growth strategy.
01.
SECURING LONG TERM PARTNERSHIPS
Securing key long-term partnerships with Licensed
Partners and IP partners globally and distributing
popular themed tours globally, are key to delivering
recurring revenue streams;
02.
INCREASING BRICKLIVE ASSETS
Increasing our assets, including themed tours, IP licensee
and BRICKLIVE trademarked tours that appeal to all
customers globally. Ensuring our content is current
and fresh, giving audiences what they want to see;
03.
GENERATING SUSTAINABLE,
RECURRING REVENUE
Generating sustainable recurring revenue through
developing a loyal and repeat customer base through
the expansion of the BRICKLIVE Zoo and Touring
divisions; and
04.
GROWING GLOBAL PRESENCE
Enhancing our global presence by expanding the number
of territories in which BRICKLIVE events are held.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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WHAT THIS MEANS FOR LIVE COMPANY GROUP
1. BRICKLIVE PARTNERS – SECURING LONG TERM PARTNERSHIPS
LICENSED PARTNERS – A GLOBAL PRESENCE
The Group continues to expand its global network of Licensed Partners and in 2019, secured multi-year
partnerships with new partners across multiple territories. The BRICKLIVE brand has a global network of Licensed
Partners which has enabled to Group to create an international presence rapidly. The Group has partners across
four continents which include Europe, North America, Asia and Middle East and Africa. The Group’s alliances with
Southern Hemisphere partners is a strategic opportunity for the Group to maximise the utilisation of BRICKLIVE
assets and touring shows during the Northern Hemisphere winter months.
IP PARTNERS – PARTNERING WITH RENOWNED IP BRANDS
In 2019 the Group established the BRICKLIVE IP division which focused on developing and securing long term
partnerships with some of the largest IP Partners globally which include Nickelodeon UK Limited and Penguin
Random House, one of the world’s largest literary publishing house, Entertainment One UK Ltd, owner of the Peppa
Pig IP property and The Copyrights Group Limited, owner of Paddington Bear brand. BRICKLIVE has established
itself as one of the world’s top producer of themed tours for pre-school brands and will continue to develop the IP
programme, working with world renowned IP partners in the UK and globally.
IP Properties
16
14
12
10
8
6
4
2
0
14
11
0
2018
2019
March 2020
2. INCREASING BRICKLIVE ASSETS
In 2019, the Group increased the number of themed tours to 17 (2018: 9) which included new additions such as
BRICKLIVE Brickosaurs, BRICKLIVE Outer Space, BRICKLIVE Ocean (2 themed tours) and increased the number of
IP properties which included Paw Patrol, Nick Jr., The Snowman™ and The Snowdog and many more. The Group
has trademarks registered in each of the geographical territories for the BRICKLIVE brand and will continue to
expand this. This growth in assets demonstrates the expansion of our content through new touring models and
features which is key to attracting new partners and customers.
BRICKLIVE Themed Tours
20
15
10
5
0
17
9
1
Before Bright Bricks
Acquisition
Q1 2019
Q4 2019
Number of Models
1,000
900
800
700
600
500
400
300
200
100
0
882
650
70
Before Bright Bricks
Acquisition
Q1 2019
Q4 2019
Number of Bricks
120,000,000
100,000,000
80,000,000
60,000,000
40,000,000
20,000,000
0
112,000,000
105,000,000
32,000,000
Before Bright Bricks
Acquisition
Q1 2019
Q4 2019
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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3. GENERATING SUSTAINABLE RECURRING REVENUE
5. Development of IP Partners
The Group is seeking to develop sustainable, recurring, and predictable revenue streams, achieved through
securing multi-year contracts with our partners to deliver shows and events globally. We will develop
relationships with existing customers, this includes zoos, aquariums, BIDs, shopping centres and other visitor
attractions to increase the repeat customer base through creating and offering popular touring assets and
content that appeal to customers, this is key to underpinning the organic growth and performance of the business.
4. GROWING GLOBAL PRESENCE
BRICKLIVE has grown rapidly over the last year and continues to increase its global footprint with 71 BRICKLIVE
events taking place in 2019, almost double the events held in 2018 (2018:34). Whilst the majority of BRICKLIVE
events took place in Europe, events were also held in North America and Asia.
BRICKLIVE Events
80
70
60
50
40
30
20
10
0
71
34
18
2017
2018
2019
BRICKLIVE Events By Continent
53
20
13
8
10
8
1
1
5
3
1
0
71
34
18
Asia
Europe
North America
South America
Total
2017
2018
2019
70
60
50
40
30
20
10
0
14
The BRICKLIVE IP division was established in 2019 and has attracted attention from the world’s leading media
conglomerates and secured some of the world’s top pre-school brands. Creating themed tours associated with
world famous IP properties complements our existing portfolio of tours. Working with world class entertainment
brands is a testament to how far the BRICKLIVE brand has progressed in a short time.
Viacom CBS Incorporation (Nickelodeon)
In June 2019 we signed our first IP partnership with Nickelodeon UK Limited and later with Viacom International
Media Networks, part of Viacom Incorporation, to exhibit BRICKLIVE themed tours of a number of their properties
globally excluding the United States of America, including Puerto Rico, up to the end of 2024. Paw Patrol, one of
the world’s most popular pre-school brands, along with Nick Jr., Abby Hatcher, Blaze and the Monster machines,
Shimmer and Shine and Sponge Bob Square Pants are just some of the tours which we will be exhibiting.
The first BRICKLIVE themed Paw Patrol tour was launched in Blackburn in August 2019 and was hugely
successfully, before visiting Luton and Birmingham city centre where over 150,000 people took part in the
trail surpassing all expectations. The partnership continues to go from strength to strength and we are working
together to roll out themed tours in other key markets such as Italy, Germany and the Group is looking to expand
this into the Benelux region.
Penguin Random House
In September 2019 we announced our second IP partnership with one of the world’s largest publishing houses,
Penguin Random House. We signed a contract with Snowman Enterprises Limited (SEL) wholly owned by
Penguin Books Limited, part of Penguin Random House for the IP property, The Snowman™ and The Snowdog,
the partnership is up to January 2022. Despite coming to market in autumn 2019, we secured two bookings at
White Rose Shopping Centre in Leeds and Banham Zoo. Following the success of the tours in 2019, the Group
is planning to build a third tour for Christmas 2020.
In March 2020 we announced an additional IP property associated with Penguin Random House, the world-famous
Peter Rabbit, the partnership is up to January 2023. The first tour is expected to be launched in mid to late 2020.
Both deals are for UK distribution.
Entertainment One UK Ltd (Hasbro Incorporation)
In January 2020 we announced our third IP partnership with Entertainment One UK Ltd, part of Hasbro
Incorporation, to exhibit one of the world’s most popular pre-school brands, Peppa Pig, in the UK up to September
2023. The is a hugely exciting relationship and the first Peppa Pig tour is expected to be launched in summer 2020.
We hope to build upon this important relationship further in the coming months.
The Copyrights Group Limited
In March 2020, we announced our fourth IP partnership with The Copyrights Group Limited, to produce a touring
interactive experience based on the Paddington Bear brand in the UK up to February 2023.
To summarise, securing IP properties such as Paw Patrol and Peppa Pig which are two of the world’s most popular
pre-school brands and further supplemented by the children’s classics such as Peter Rabbit, Paddington Bear and
The Snowman™ and The Snowdog is a significant achievement for a brand that is still in the early growth cycle.
During 2020, we will work with existing partners to facilitate the roll out of some of the themed tours.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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PARTNER MAP
KEY PARTNERS
NORTH AMERICA
(USA & CANADA)
- Live Nation Entertainment, Inc.
- Imagine Exhibitions
EUROPE
- Pal Expo (Switzerland)
- Grimaldi Forum (Monaco)
- Milano Talent Factory, SRL (Italy)
- Exhibition Hub (Belgium)
- AWC AG (Germany)
- GL Events (France)
MIDDLE EAST
- HADRAN 2006 D.S Marketing
and Tickets Distribution Ltd
(Israel)
SOUTH AMERICA
- Eximent (Mexico)
AFRICA
- WORLDSPORT
(PTY) Limited
(South Africa)
AUSTRALIA &
NEW ZEALAND
- The Costa Advisory
PTY Ltd
ASIA
- Make Merry (Japan)
- BRICKLIVE Korea Co., Ltd
(South Korea)
- Make Merry (Japan)
- Bricklive Centre Education
Technology (Beijing) Co.,
Ltd (China)
6. KEY PERFORMANCE INDICATORS (“KPIs”)
The primary objectives of the Group in 2019 were to secure the production of content, increase its global presence
and increase revenue. The principal internal KPIs revolve around the core objectives:
Revenue growth
Number of models
Number of shows
Number of partners
2019
11%
882
71
16
2018
178%
70
34
7
Reasons for movement
Investment in the business, increase in sales and
marketing spend
Pre-completion of Bright Bricks group acquisition
Increase in sales and marketing efforts including sales team
Focus on expanding global partnerships with Executive
Chairman drawing on existing relationships and
developing new partnerships
The asset utilisation metric continues to be refined and will be introduced in the next Annual Report.
7. FUTURE DEVELOPMENTS
As discussed in the Chairman’s Statement, the Group is focused on continuing to expand the global footprint of its
BRICKLIVE events and touring assets internationally and increase recurring revenue.
Particular geographic locations of interest are Europe, America, Asia and the Middle East. The Directors are
investing significant time and resources into developing new business in these regions as they have been identified
as markets which can deliver growth for the Group.
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8. PRINCIPAL RISKS AND UNCERTAINTIES
Managing Our Risk and Opportunities
Risk management is central to achieving the Group’s strategy and delivering long-term value to shareholders.
The Board, its Committees and the Executive Team are actively engaged in setting the risk appetite as well as
managing both risks and opportunities to the Group.
Definition of Risk
Risk is defined as a potential future event that may influence the achievement of business objectives. This includes
both “upside” (opportunity) and “downside” (threat) risks. Risks and opportunities can come from a variety of
sources and can be directly related to the Company’s operational and commercial activities and support functions,
or they can arise externally: from third parties such as Joint Venture partners, suppliers, regulators, competitors;
from the economic environment or political climate.
Risk Management
The Group operates to ensure that risks are identified, understood, agreed, communicated and acted upon in a
timely and consistent manner. It enables informed resource allocation and the delivery of expected results by
providing a structured way to foresee the unexpected and be prepared for it. The main objectives for the Group
risk management system are:
− Support the achievement of business objectives and safeguard Company assets;
− Integrate consistent risk management methodology into key business processes;
− Create a risk-aware culture where staff actively identify and respond to risks and opportunities; and
− Ensure compliance with legal, regulatory, and ethical requirements.
Identifying Risk and Ownership
Risk management is actively promoted from both a top-down and bottom-up approach where all individuals in
the organisation are empowered to highlight risks and opportunities to the business. All agreed risks are allocated
to an individual risk owner with mitigations and actions followed up through quarterly reporting to the Executive
Team and biannual reporting to the Audit Committee.
Our Principal Risks
The table below indicates the principal risks the Group faces and has been produced following a robust
assessment of risk, including consideration of those that would threaten its business model, future performance,
solvency or liquidity. The list is not exhaustive or in priority order and may change over time.
Risk
1. Protection of IP
2. Acquisition of new
licensee partners
Impact
− Profitability and cash flow
− Increased risk profile
− Reduced appetite by investors
− Risk of possible claims
regarding infringement of
their proprietary rights
trademarks or patents
− Inability/delay to secure
incremental licence or
business partners would
decrease growth and
profitability
3. Business retention
- Contract losses
- Damage to reputation
- Reduced appetite by investors
Control
− Build strong relationships with
partners
− Actively monitor potential IP
legislation changes
− Develop a pipeline of potential new
business and partners
− Allocate adequate resources to ensure
a steady pipeline year round
− Continue investment into the growth
of the Zoo Programme and Touring
division to reduce dependency on
licence partner performance
− Develop continuous dialogue with
existing clients
− Engage senior management support
with key relationships
− Increase focus on account management
team so the sales process is as
smooth as possible for clients
− Ensure delivery of projects meet
expected standards and contractual
obligations
Owner
Managing
Director
Director
of Sales
Director
of Sales
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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4. Change in
regulatory or
fiscal regime
− Regulatory and tax changes
affect profitability and viability
of projects and operations
− Delay to projects while
changes are agreed
− Potential renegotiation with
licensed and IP Partners
− Regular engagement and
communication with government and
in-country stakeholders
− Monitor potential changes in
legislation
− Seek stabilisation provisions in key
agreements
Chief
Financial
Officer
5. Production
constraints
− Inability to deliver certain
projects on time
− Inability to acquire sufficient
bricks and model builders
6. Investment risks
7. Major Health and
Safety Executive
(HSE) event
8. Loss of key
personnel
9. Insufficient funds to
operate and sustain
the business
− Group fails to meet forecasts
and therefore market
expectations
− Emergence of new
competitors or industry
disruptors
− Equity raises may dilute
the interests of existing
shareholders
− Loss of life or injury to
personnel
− Environmental impact
− Reputational damage
− Exposure to litigation
− Financial and operational
losses
− Loss of shareholder
confidence
− Lack of direction and
leadership within the Group
− Loss of expertise and
knowledge
− Capital constraints due to
insufficient funding of work
programme, potential impact
to long term viability of
business
− Proactive involvement with a variety of
suppliers of bricks
− Investigate alternative models such as
franchises to avoid potential
production bottlenecks
− Continuous training and development
of builder workforce and increase
employee retention
Creative
and
Production
Director
− Ensure market communication is
timely and accurate
− Engage in regular market reviews
− Seek a diversified capital structure
with alternative funding solutions
Chief
Financial
Officer
Managing
Director
− Highly skilled, competent, and qualified
personnel and subcontractors
− Training provided as required
− Management and Board commitment
− Robust operational HSE processes and
procedures
− HSE Committee reviews and regular
HSE meetings and engagements
− Insurance cover
− Competitive remuneration package in
place for key executives, benchmarked
regularly relative to the market
− Succession planning
Chief
Executive
Officer
Chief
Financial
Officer
− Long term cashflow management
− Finances are controlled through
annual planning process with regular
forecast updates. Monthly key
performance indicators measures
performance against plan
− Active commitment management and
tracking for main contracts
− Credit/payment plans in place with
creditors/suppliers
10. Global pandemics
− Prevents all events taking
place globally
− Diversified revenue base
− Ensure sufficient cash to navigate
complete shutdown
Chief
Executive
Officer
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019 TM
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Q&A WITH OUR NEW
DEPUTY CHAIRPERSON
Trudy Norris-Grey
Non-Executive Director
Q: Tell us a bit more about yourself, your background and
experience. How does your previous executive experience
best place you for your new role at Live Company Group?
Q: Looking forward what do you hope to achieve/strategy/
forward looking plans for the Group?
A: I love seeing businesses grow! And for me – someone
who has enjoyed delivering three-decades of significant
growth in the Tech industry - this usually happens as a
result of focusing on delighting our customers, engaging
leading and creative partners, which in turn delights our
stakeholders. And that’s what I see LVCG doing - for
example, LVCG’s journey of growth starts becoming a reality
when you see the smile of a child when she’s enthralled by
one of our Animal Kingdom models or one of our mythical
beasts, when you clearly see her imagination take-flight and
you see her looking for more.
A: To focus on the shorter- and longer-term opportunities
and challenges, to establish scalable processes,
mechanisms and partnerships that will deliver profitable
growth and to work with the team to constantly deliver
against our commitments and to build for sustainable
success.
The current pandemic presents its challenges but the
demand for LVCG offers remain undiminished – zoos,
shopping centres etc are all wanting to keep working
with us once they re-open …which is already beginning
to happen.
Q: What are your first impressions in your new role as
Deputy Chair?
I’m excited at the opportunity in front of us! And so are my
three kids!
A: I’m excited, of course, we have work to do to navigate the
COVID-19 challenges. LVCG’s business model sees many
analogies with the Tech industry – developing an offer that
is replicable around the globe, working with partners to
reach scale, focusing on customer satisfaction and repeat
business in a new and growing sector. In its 2-year history,
the LVCG team has achieved so much already – just take a
look at the LVCG 2019 Year Book. It’s impressive!
Q: Over the last two months in the role what has been
your primary focus?
A: Working to overcome the COVID-19 challenges.
TRUDY NORRIS-GREY
Non-Executive Director
22 June 2020
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
BRICKLIVE IP
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OPERATIONAL REVIEW
BRICKLIVE Licensed Partners
The BRICKLIVE Brand concept was first developed through working with Licensed Partners to manage and stage
BRICKLIVE shows in return for an annual license fee or a show fee.
For 2019 the exhibition revenue segment made up 45% of the total revenue for the business. In 2019, we secured
multi-year agreements with the following Licensed Partners:
• Imagine Exhibitions Inc., a company incorporated in Georgia, USA, for BRICKLIVE touring shows in North
America (being the USA and Canada) up to August 2024;
• AWC AG, a leading exhibition provider, to promote, manage and operate BRICKLIVE events in Germany up to
February 2023;
• PALEXPO SA, an exhibition provider, to promote, manage and operate BRICKLIVE shows in Pal Expo, Geneva,
Switzerland up to the end of December 2021;
• Exhibition Hub SPRL, an exhibition provider, to promote, manage and operate BRICKLIVE shows in Belgium up to
the end of November 2021; and
• BRICKLIVE (South Africa) Limited joint venture partnership with WORLDSPORT (PTY) Limited, a company
incorporated in South Africa to promote BRICKLIVE events in South Africa.
In 2019, BRICKLIVE self-promoted the flagship BRICKLIVE show at the NEC, Birmingham. Although it was a
success with nearly 20,000 people attending the event, the show was below projected forecasts. Learning from
this experience and going forward, all BRICKLIVE shows will be managed and operated by our Licensed Partners,
allowing the business to minimise its financial risk and exposure and provide improved visibility regarding
contracted revenues.
BRICKLIVE Zoo Programme
Following the creation of the BRICKLIVE Zoo programme in February 2019, the division has performed strongly,
accounting for £1,300,000 (24%) of revenue in 2019. We exhibited themed tours in 12 zoos and safari parks across
the world:
• Twycross Zoo (UK), BRICKLIVE Safari
• RHS Wisley (UK), BRICKLIVE Safari
• Chester Zoo (UK), BRICKLIVE Big Cats
• Marwell Zoo (UK) – BRICKLIVE Brickosaurs
• Whipsnade Zoo (UK) – BRICKLIVE Safari
• Brookfield Zoo (US) – BRICKLIVE Animal Paradise
• Woburn Safari Park (UK) – BRICKLIVE Safari
• Edinburgh Zoo (UK) – BRICKLIVE Ocean
• Knowsley Zoo (UK) – BRICKLIVE Safari
• Twycross Zoo (UK) – BRICKLIVE Big Cats
• Royal Burgers Zoo (Netherlands) – BRICKLIVE Safari
• AP Franklin Zoo (US) – BRICKLIVE Animal Paradise
The success of the BRICKLIVE Zoo programme relates to the anecdotal reports that these tours attract footfall
to the venues on average reported visitor numbers increased by 13% compared to 2018. The Group will focus on
expanding the BRICKLIVE Zoo programme, exhibiting in Europe, America and other territories worldwide.
BRICKLIVE Touring and BRICKLIVE IP Divisions
The Group has invested a significant amount of time developing the BRICKLIVE IP and BRICKLIVE Touring
divisions. In its maiden year, the IP division delivered £120,000 (2%) revenue and BRICKLIVE Touring delivered
£609,000 (11%) revenue.
During 2019, we built the following themed tours such as BRICKLIVE Brickosaurs, BRICKLIVE Outer Space,
BRICKLIVE Ocean (2 themed tours), The Snowman™ and The Snowdog (2 themed tours) and Paw Patrol. The
themed tours were exhibited in zoos, aquariums and horticultural societies, town and city centres, BIDs, museums,
tourist attractions and shopping centres.
Between the BRICKLIVE Touring, Zoo programme and BRICKLIVE exhibitions, 71 events were held in 2019 which is
significant given the short time that has elapsed since the IP and Zoo programme was launched midway through
2019. Building more themed tours to exhibit in venues continues to be fundamental to increasing revenue.
22
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
Corporate and Consumer Sets
When we acquired Bright Bricks in October 2018, the Company had a strong order book for corporate models
and consumer sets. However, this revenue was often unpredictable as enquiries were on an ad-hoc basis.
Following acquisition, it was agreed the Group would move towards generating predictable, sustainable and
recurring revenue streams and therefore the priority was focused on building touring sets and developing the
BRICKLIVE Zoo, Touring and IP divisions which meant capacity to build on an ad-hoc basis was reduced.
In 2019, corporate and consumer sales fell to £974,000 revenue when compared to the previous year (2018:
£1,575,000). This was due to large build enquiry from Force India in 2018, we did not experience a similar scale
enquiry in 2019 which demonstrates the unpredictable nature of the division and reinforces the Group’s decision
to move to a more sustainable form of revenue associated with the BRICKLIVE Zoo, Touring and IP divisions.
The corporate orders for 2019 ranged from the Vodafone 5G London launch model to the Formula E car that
was showcased in Monaco and will continue to be showcased at future events.
Although the Group will continue to pursue opportunities for these revenue streams, the business has now
become less reliant on them. Any ad hoc large orders will have a positive effect on current projections.
CORPORATE BUILD, GRIMALDI FORUM, MONACO
POST BALANCE SHEET OPERATIONAL EVENTS
BRICKLIVE Licensed Partners
In 2020 BRICKLIVE signed a five-year representation agreement with Mr Stefano Bethlen of Milano Talent
Factory (MTF). Mr Bethlen has significant experience in the Italian market given his previous role as Chief
Marketing Officer with The Walt Disney Company. MTF will represent all elements of the BRICKLIVE brand and we
believe that Italy will become a major growth centre.
BRICKLIVE signed a three-year representation agreement with The Costa Advisory PTY LTD (“TCA”), a company
registered in Victoria, Australia. Under the terms of the agreement, TCA will seek to assist the Group in expanding
its presence in Australia and New Zealand, to identify suitable venues to stage BRICKLIVE shows and tours.
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BRICKLIVE Tour and Show, Israel. Building on the agreement in 2019, the Group has signed an agreement with
HADRAN 2006 D.S Marketing and Tickets Distribution Ltd to lease the BRICKLIVE Brickosaurs tour.
BRICKLIVE Zoo Programme
We have recently signed the following agreements with new customers:
• Allwetter Zoo, Munster, Germany to hire BRICKLIVE Big Cats; and
• Bristol Zoo, UK to hire BRICKLIVE Ocean.
BRICKLIVE IP expansion into 2020
The Group has secured new IP partners:
• In January 2020 we announced our IP partnership with Entertainment One UK Ltd, part of Hasbro Incorporation
to exhibit one of the world’s most popular pre-school brand, Peppa Pig in the UK up to September 2023.
• In March 2020, we announced a further IP property associated with the Penguin Random House, the world-
famous Peter Rabbit, the partnership is up to January 2023. We look forward to the first tour being launched.
• In March 2020 we announced our partnership with The Copyrights Group Limited, to produce a touring
interactive experience based on the Paddington Bear brand in the UK up to February 2023.
BRICKLIVE Consumer and Customer Sets
In 2019 many of the consumer sets were provided to customers as part of a promotional initiative. This activity
will continue in 2020 and plans are now in place to grow and further monetise our merchandise range.
Warehousing
During the latter part of 2019 and in early 2020, the Group exited from two storage units in Bordon and started to
use its new base in Runcorn to consolidate its expanding warehousing requirements. This should bring efficiencies
compared to the previous multi locational storage facilities by reducing rental costs and speeding up the ability to
deploy Content.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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FINANCIAL REVIEW
I am pleased to present this year’s financial statements which illustrate another year of solid growth, not only
in revenue, gross margin and pre-exceptional EBITDA, but also the number of Touring Assets built and the
diversification of the customer base, in particular, throughout the UK.
Even more important is the decisive and immediate measures that have been implemented in respect of the
Group’s reaction to the COVID-19 pandemic. In summary, the Group has:
• Added an additional £750,000 of debt finance in April 2020 being £500,000 from David Ciclitira and £250,000
from NatWest under the terms of a government backed Coronavirus Business Interruption Loan Scheme (CBILS);
• Made use of the government Coronavirus Job Retention Scheme and furloughed 61 staff, (approximately three
quarters of the total eligible workforce);
• Agreed with senior staff and certain suppliers to settle liabilities partly in shares thereby conserving cash; and
• Surrendered the lease on a storage unit and consolidated all stock in Runcorn, saving an additional £40,000
per annum.
As previously mentioned in the Chairman’s report, the BRICKLIVE Zoo programme is starting to demonstrate
strong returns and we expect this trend to continue for the foreseeable future.
An overview of the financial results for the year ended 31 December 2019 is set out below.
Revenue
Gross profit
Gross profit %
Administrative expenses
Share of results of associate
Operating loss before exceptional items
Addback: Depreciation and amortisation
Pre-exceptional items EBITDA
Exceptional items:
Share option and warrant charge
Other exceptional costs
Total exceptional costs
Loss from discontinued operations
Depreciation and amortisation
Finance costs
Taxation
Loss after tax
2019
5,451
3,091
57%
(3,702)
86
(525)
670
145
(218)
(894)
(1,112)
-
(670)
(207)
(341)
(2,185)
2018
4,920
2,258
46%
(3,021)
-
(763)
371
(392)
-
(1,339)
(1,339)
(500)
(371)
(8)
-
(2,610)
The Group uses alternative performance measures such as pre-exceptional EBITDA (PXEBITDA) 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.
PXEBITDA is after ongoing Plc headquarter corporate costs for the year amounting to £1,365,000 (2018:
£999,000).
The Trading Update issued in January 2020 indicated an initial unaudited EBITDA of £705,000. This can be
reconciled to the above pre-exceptional EBITDA of £145,000 as follows:
EBITDA RNS 17 January 2020
Expensing deferred costs relating to 2020 events*
Debtor provisions
Reclassification of exceptional items to overheads
Additional accrued costs
Other adjustments
Pre-exceptional EBITDA as above
£’000
705
(123)
(206)
(80)
(86)
(65)
145
*Costs directly associated with contracted events scheduled in subsequent periods are deferred and matched
against the revenues generated from those events. These expenses relate to contracts which were not signed at
the balance sheet date.
Revenue
Revenues from continuing operations increased 11% in 2019 from £4,920,000 in 2018 to £5,451,000 in 2019.
The 2018 revenue included a major one-off $1.6m contract from China. Excluding the large China sale in 2018,
overall year on year growth amounted to 48%. The major driver of this growth can be attributed to the expansion
and success of the Group’s more predictable, touring activities with 71 shows and events held in 2019 compared
to 34 in 2018. Most significantly, the Group’s investment in its BRICKLIVE Zoo programme is starting to produce
strong returns.
As a result of the acquisition of Bright Bricks Group in October 2018, the Group has focused its attention on
increasing the touring revenue business in the UK. This has also resulted in a far wider diversification of
customers in the year and less reliance on unpredictable global revenues. Continuing revenues in each of
the target geographical areas during 2019 are as follows:
Geographical location
United Kingdom
Europe
USA
South America
Asia
Middle East
Total
2019
£’000
2,923
930
406
46
1,111
35
5,451
2018
£’000
637
1,064
-
107
3,112
-
4,920
% increase
359%
(13%)
-
(57%)
(64%)
-
11%
Gross profit
The new strategy into the Touring model and the launch of the BRICKLIVE Zoo programme has increased the
gross profit for the year to 57% (2018: 46%).
Operating expenses
The Group is currently structured so that there should not be any significant increase in overheads irrespective
of the increase in revenues. Overheads in 2019 increased as a result of the business absorbing a full year of
overheads of its subsidiary, Bright Bricks Group which was acquired in October 2018.
Exceptional items
Exceptional items of £1,112,000 (2018: £1,339,000) relate to IFRS2 share option and warrant charge, exceptional
bad debt provision and transactional and reorganisational costs as detailed in Note 7 to the consolidated financial
statements.
Finance costs
Finance costs principally comprise interest charges on the Riverfort loan and interest on lease liabilities in
accordance with IFRS 16.
Tax
The tax charge relates to deferred tax arising on timing differences and the write back of the Bright Bricks Group
corporation tax provision.
Loss per share
The loss per share from continuing activities decreased to 3.1p (2018: loss 3.8p) as set out in Note 13 to the
consolidated financial statements.
Cash flows
The consolidated Statement of Cash Flows is set out on page 52 to these consolidated financial statements.
The Group’s investment in its property, plant and equipment in the year amounted to £1,265,000 demonstrating
the commitment to the aggressive Content Asset Building programme.
To facilitate the funding of this programme, during 2019, the Company issued new equity of £2,030,000, less
expenses. A further £300,000 was drawn down from the Riverfort facility as detailed in Note 23.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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Going concern
Based on the overall strength of the Group’s balance sheet and a review of its forecast future operating budgets
and forecasts, the Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. This review of future operating budgets and forecasts included
certain reasonable downside scenarios and confirmed that even in the case of such downside scenarios the Group
could continue to operate and comply with all covenants in our banking facilities. Accordingly, the Directors have
adopted the going concern basis in preparing the Annual Report and financial statements.
The Directors have assessed the viability of the Group over a five-year period, taking account of the Group’s
current position and prospects, its strategic plan and the principal risks and how these are managed. Based on this
assessment, the Directors have a reasonable expectation that the Group will be able to continue in operation and
meet its liabilities as they fall due over this period.
In making this assessment, the Directors have considered the resilience of the Group in severe but plausible
scenarios, taking into account the principal risks and uncertainties facing the Group and the effectiveness of
any mitigating actions. The Directors’ assessment considered the potential impacts of these scenarios, both
individually and in combination, on the Group’s business model, future performance, solvency and liquidity
over the period. Sensitivity analysis was also used to stress test the Group’s strategic plan and to confirm that
sufficient headroom would remain available under the Group’s credit facilities. The Directors consider that under
each of these scenarios, the mitigating actions would be effective and sufficient to ensure the continued viability
of the Group. The Directors believe that five years is an appropriate period for this assessment, reflecting the
average length of the Group’s contract base; key markets; and the nature of its businesses and products.
Summary
2019 was a year of significant investment in building assets to enable future growth for the Group This
momentum has been interrupted by COVID-19 but this has been mitigated by immediate and effective
action to control costs at the same time as acquiring additional debt funding.
BRYAN LAWRIE
Chief Financial Officer
22 June 2020
Although outlined at the start of this report, it is worth repeating the significant work done by David Ciclitira and
the rest of the finance team in response to the COVID-19 pandemic:
• The injection of a £500,000 loan from the Chairman, David Ciclitira;
• Obtained a £250,000 unsecured term loan from NatWest with a 12-month repayment holiday;
• Extended the repayment timetable for the Riverfort loans;
• Utilised government schemes to defer tax liabilities and furlough several members of the team;
• All staff earning over the UK Government’s support amount for PAYE employees of £2,500 a month, took a 25%
pay cut in April 2020 which increased to 50% in May 2020. The decreases in pay include all senior management
and Directors. This reduction will be made up later in the year with the issue of new shares in the Company;
• Agreed to settle liabilities with share-based payments for a number of employees and contractors; and
• Surrendered the lease on a storage unit and consolidated all stock in Runcorn, saving an additional £40,000 per
annum.
Statement of Financial Position
The consolidated Statement of Financial Position as at 31 December 2019 shows the Group’s total net assets
having increased to £13.7m (2018: £10.6m).
Capital expenditure
Content additions during the year amounted £1,239,000 (2018: £983,000) and successful trademark application
increased by £33,000 (2018: £55,000).
Investments and impairment
The Company’s own Statement of Financial Position recognises the aggregate investments in Bright Bricks
(£8,500,000), Brick Live Group (£5,000,000), Parallel Live Group (£1,000,000) and the Hong Kong registered
company, Brick Live Far East (BLFE) (£2,950,000). No impairment was required at 31 December 2019 however,
the outbreak of COVID-19 will impact the post balance sheet value of the Group net assets as outlined below.
COVID-19
In accordance with IAS 10 ‘Events after the Reporting Period’ the COVID-19 pandemic, and in particular the various
measures taken to contain it, do not provide additional evidence about conditions that existed at 31 December
2019. Accordingly, COVID-19 is considered to be a non-adjusting event and the Directors have not made any
adjustments to these consolidated financial statements arising from COVID-19.
However, post year end, the Directors have further considered the carrying value of goodwill and investments and
have determined the following adjustments will be required in 2020:
Reduction of asset value
Brick Live Far East
Parallel Live Group
Bright Bricks Group
Total reduction
Net assets 31 December 2019
Net assets COVID-19 adjusted
Group
£’000
3,036
375
86
3,497
13,659
10,162
Company
£’000
3,036
104
8,423
11,563
20,446
8,883
Cash and debt position
At the year end, the Group had total cash balances of £98,000 (2018: £120,000) and total borrowings of £995,000
(2018: £1,000,000) giving a net debt figure of £897,000 (2018: £880,000). During the year, the Group raised new
equity in February and May and successfully renegotiated and extended the loan from Riverfort.
As set out in more detail in Note 36, since the year end, the Company received an unsecured loan of £250,000 in
addition to the loan from David Ciclitira of £500,000.
Share options and warrants
During the year, the Company granted options to certain Directors and senior management. Warrants were issued
to Riverfort, certain investors and service providers. Further information is set out in Note 31 to the consolidated
financial statements.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
02
CORPORATE
GOVERNANCE
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BOARD OF DIRECTORS
DAVID CICLITIRA
Executive Chairman
During his 36 year career, through his innovative vision, drive and creativity, David
Ciclitira has played a significant role in shaping today’s satellite broadcasting
and sponsorship landscape. David was one of the four original shareholders of
Europe’s first satellite television station, Satellite Television plc (“SATV”), which
was renamed SKY following the sale in 1983 of 65% of SATV to Rupert Murdoch’s
News Corporation. David remained with Sky as Deputy Managing Director until
the end of 1986 when he left to found the original Parallel Media Group (“PMG”).
In 1987 David founded PMG and in 1998, under David’s guidance, PMG entered into a joint venture with NBC for
the formation of CNBC Sports International Limited, the international sports broadcasting arm of NBC which was
broadcast on its CNBC Europe and CNBC Asia platforms. PMG successfully sold its shareholding in CNBC Sports
to NBC in 2004. David has revolutionised the sports marketing strategies of some of the world’s leading
Federations - taking European Tour golf out of Europe and into South Africa and then Asia (including introducing
the first professional golf tournament to China at Mission Hills), re-launching the World Cup of Golf and bringing
the event under the wing of the Five Tours, representing the World Nordic Ski Championship on behalf of the FIS,
overseeing the sponsorship and broadcast strategies of the Davis Cup, raising sponsorship for the first ever Jordan
Formula One team with 7Up, representing the commercial rights of the Ladies European Golf Tour, instigating the
commercialisation of the English and Italian Rugby Unions, and creating the Tour of China cycling race.
David’s reputation as a leading marketer and dynamic entrepreneur in the Asian marketplace led to the
establishment of a joint venture with Live Nation to form Live Nation Marketing Partnership Asia Limited
(“LNMPA”). In only two years since its inception, under David’s guidance, LNMPA raised many USD millions in
funding for a new annual Electronic Daisy Carnival festival in Tokyo.
In May 2016, David invested in Brick Live Group and became its Chairman and its majority shareholder. BRICKLIVE
‘Built for LEGO Fans’ is an interactive LEGO-based fan event that is currently staged in over 20 cities worldwide. In
December 2018, David reversed Brick Live Group and its sister company Parallel Live Group (the organiser of US
LEGO-based shows) into Live Company Group plc (LVCG), which is admitted to trading on the AIM market of the
London Stock Exchange. David is the current largest shareholder and Executive Chairman of LVCG.
This wealth of experience allows David to provide first class leadership skills to LVCG at the same time as being
able to drive and accelerate new business opportunities.
32
TRUDY NORRIS-GREY
Non-Executive Deputy Chairperson
Trudy Norris-Grey is a recognised leader in the IT industry, with over 30 years of success
spanning global sales, marketing, channel and partner strategies, business development, and
portfolio transformation. Trudy has also held leadership positions at Microsoft, Oracle, Sun
Microsystems, and BT. Trudy’s background demonstrates the varied and balanced leadership
qualities needed to provide rigour in high performing public listed business.
BRYAN LAWRIE
Chief Financial Officer
Bryan started his career in the London office of PKF, heading up the Business Support service
team. This followed with a period of providing CFO services on a portfolio basis and then
founding CFO Partners in early 2015. Bryan is an experienced interim CFO, working with CEO’s
and other Board directors advising on both business and financial strategic matters. Bryan’s
previous experience in many CFO roles provides LVCG with a wealth of financial and
commercial accounting skills required in a fast-moving organisation. His understanding of
working with dynamic business models provides a robust platform to help grow the business.
RANJIT MURUGASON
Senior Non-Executive Director
Ranjit joined the Board of PMG in 2010. Ranjit has over 20 years’ experience in strategic advisory,
corporate finance and investment banking and capital markets in Europe, Asia, the Middle East
and the USA. He is the founder and Managing Director of Urban Strategic, established in London
in 2003 and currently headquartered in Singapore. Previously Ranjit served as a Managing
Director of the investment banking division of ABN Amro and was a senior advisor to GMR
Group, one of India’s largest multinational infrastructure businesses. Ranjit’s corporate finance
experience provides the Board with first class corporate strategy and structure advice.
SIMON HORGAN
Non-Executive Director
Following the acquisition of Bright Bricks Simon Horgan joined the Board of LVCG. He brings a
wealth of experience across several industry sectors but most relevant to the future expansion
of the business is his knowledge and track record in international exhibition and conference
venue management plus event and exhibition portfolio management and development. Simon
has been involved in the events and exhibitions sector for over 30 years. For six years he was
the CEO of the Abu Dhabi National Exhibition Centre (ADNEC) and was instrumental in the
acquisition of London’s flagship exhibition venue, ExCel for the ADNEC in a £318m deal for the
Abu Dhabi government. Prior to joining ADNEC Simon was the COO for the National Exhibition
Centre in Birmingham. Simon’s experience of creating and leading the growth of international
event spaces provides the Board with relevant and commercial advice from both the Group’s and
clients’ perspective.
SERENELLA CICLITIRA
Non-Executive Director
Serenella (also known as Maria Serena Papi) has an Honours Degree in Art History from Trinity
College, Dublin and since 2003 has been an Honorary Fellow at the Royal College of Art, London.
She has worked extensively with art galleries and artists around the world. Between 1992 and
2000 Serenella was Group Managing Director of the pan-European satellite broadcaster Super
Channel (which later became NBC Europe) and from 1998-2016 she was Managing Director of
PMG which specialised in sport and music, during this period Serenella was also a Director of
CNBC Sport. In 2017 Serenella joined the Board of LVCG. Serenella Ciclitira is David Ciclitira’s
long term partner. Serenella’s international expertise provides the Group with an effective
sounding board when dealing with different cultures around the world. Along with Trudy,
Serenella gives the Board a very gender balanced view of matters being discussed.
MARK FREEBAIRN
Non-Executive Director
Mark has a significant amount of experience with AIM quoted companies. He began his career
with Martin Ward Anderson, as a graduate trainee, and went on to become one of four directors
of the company from June 1995 to January 2003. Mark is currently a Partner and Head of the
Financial Management Practice of Odgers Berndtson, an executive search company based in
London. Odgers Berndtson’s Financial Management Practice appoints Finance Directors and
CFOs across all sectors in a range of businesses, both public and private, and is a leader in its
market niche. He is a member of the ICAEW Corporate Governance Committee. Mark previously
held Non-Executive Director positions with Global Data Plc from July 2009 to April 2017 and
Progressive Digital Media EBT Limited from November 2009 to December 2013. Mark’s brings
invaluable London city experience to the Board.
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THE EXECUTIVE TEAM
The Executive Team (formerly named Executive Board) was created early in 2019 and is chaired by David Ciclitira,
the Group’s Executive Chairman and attended by Simon Horgan, Non Executive Director. The Executive Team is
responsible for day-to-day operations and the development of strategic plans which are considered by the Board.
The Executive Team has appointed Simon Horgan as its Deputy Chairman. The Executive Team contains additional
expertise in production, operations, design services as well global event planning events and ordinarily meets each
month. Since the COVID-19 outbreak, the Executive Team has been meeting daily. It consists of:
CORPORATE GOVERNANCE
Chairman’s Corporate Governance Statement
Dear Shareholders
The Executive Board consists of the following:
Name
David Ciclitira(1)
Simon Horgan(2)
Richard Collett
Ed Diment
Jon Gayton
Tina Anthony
Sarah Ullman
Position
Executive Chairman
Deputy Chairman
Director of Finance and Operations
Creative and Production Director
Managing Director
Director of Sales
Chief Operating Officer
Notes:
(1) Executive Chairman on the Board of Live Company Group plc
(2) Non-executive Director on the Board of Live Company Group plc
Shareholder Relations
During the year, we engaged with our Shareholders through a number of approaches. We began the year with the
launch of a Company Newsletter to keep shareholders updated of BRICKLIVE activities, eight Company
Newsletters were published in 2019.
The Company held a teleconference call with shareholders on 21 June 2019 and on 19 July 2019, the Annual
General Meeting was held in London. We also held a further meeting with shareholders on 30 September 2019
regarding the publication of the 2019 half year results and again on 17 January 2020. Finally, we continually
update the LVCG website where shareholders can find the latest information.
As Chairman I am committed to ensuring that good corporate governance is adhered to and recognise that it
underpins the foundations of business. The Board is committed to fit-for-purpose corporate governance across the
business, from executive level and throughout the business. The Company made the decision to adopt the Quoted
Companies Alliance Corporate Governance Code 2018 (“the QCA code”). I firmly believe in the importance of
excellent governance from the top of an organisation and to that end I have asked deputy chair Trudy Norris-Grey
to assist me in ensuring that we, as a company, always have this in mind. The QCA Code and the principles
contained within this code are valued by the Company and seen as essential building blocks for the underlying
development of the business. As Chairman it is my duty to ensure that excellent standards of governance are
maintained and cascaded down throughout the organisation.
The Board is fully committed to investing in the management systems and appropriate controls to ensure that the
Group’s high standard of corporate governance is reflective of the quality of its operations and service.
The Directors recognise the importance of sound corporate governance commensurate with the size and nature of
the Company and the interests of its shareholders. The Corporate Governance Code does not apply to companies
admitted to trading on AIM and there is no formal alternative for AIM companies.
The Quoted Companies Alliance (QCA) has published a corporate governance code for small and mid-sized quoted
companies, which includes a standard of minimum best practice for AIM companies, and recommendations for
reporting corporate governance matters (the “QCA Code”). The Directors comply with the QCA Code to the extent
they consider it appropriate and having regard to the size and resources of the Company.
Corporate Governance Report
The Directors recognise the importance of good corporate governance and apply the QCA Code. The QCA Code
was developed by the QCA in consultation with a number of significant institutional small company investors, as
an alternative corporate governance code applicable to AIM companies. The correct application of the QCA Code
requires us to apply the principles set out in the QCA Code and also to publish certain related disclosures; these
may appear in our Annual Report, be included on our website or we can adopt a combination of the two
approaches. Recommended locations for each disclosure are specified in the QCA Code.
The corporate governance framework which the Group operates is based upon practices which the Board
considers appropriate for the size, risks and operations of the business.
Principle One: Business Model and Strategy
The purpose of the Group is to create and provide content for BRICKLIVE shows, events and exhibitions. The Group
has licensee partners and venue operators to promote and operate BRICKLIVE shows, events and exhibitions glob-
ally. The Group provides both content and technical support to partners for a licence and content fee.
The Group has partners throughout the world including Asia, Europe, North America, Middle East and Africa, and
is constantly seeking to expand its global network of partners.
The key to the Company’s success is to establish strong relationships with reliable licensee partners who have a
track record of staging events, and to supply the best quality content to our licensee partners.
Principle Two: Understanding Shareholder Needs and Expectations
The Board is committed to communicating effectively with its shareholders.
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders on a regular basis. Institutional shareholders and analysts have the opportunity to discuss issues
and provide feedback at meetings with the Group.
In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting and any other
General Meetings that are held throughout the year. Investors also have access to current information on the
Company though its website, www.livecompanygroup.com.
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Principle Three: Stakeholder Responsibilities
The Board recognises the long-term success of the Group is reliant upon the efforts of the employees, contrac-
tors, suppliers and licensee partners. The Board has put in place a range of processes and systems to ensure the
Board has oversight and contact with key management.
Employees: Good communication is essential and the management team holds weekly calls to discuss material
matters affecting the operations of the business.
Contractors and suppliers: the Group engages a number of freelancers to support the team of permanent staff,
enabling the business to scale up or down the level of support required at any time. Freelancers are considered an
important resource of the business.
Licensee partners: the Group has strong relationships with each of its licensee partners, meeting regularly and
working closely to ensure they are provided with the necessary levels of support. Representatives of the Group
regularly attend the events and where possible, suggest and provide improvements and enhancements to the
events.
Shareholders: the Group communicates regularly with its shareholders, providing information updates using
regulatory and non-regulatory news releases, the monthly Group Newsletter, keeping the investor section of the
website up to date, and posting regular news updates from shows on the Company’s social media channels.
Principle Four: Risk Management
The Group has an established Audit Committee, chaired by Ranjit Murugason. The Audit Committee has
responsibility for ensuring the effectiveness of risk management and internal controls on behalf of the Board.
During the annual audit process, specific risks are identified and evaluated in detail.
A whistle blowing policy is in place to enable employees to report to the Board, in confidence, any risks or threats
to the operations of the business.
The principal risks of the business are set out on pages 17 to 18. The Audit Committee reviews and assesses these
risks on an annual basis.
Principle Five: A Well-Functioning Board of Directors
The time commitment formally required by the Group is an overriding principle that each Director will devote as
much time as is required to carry out the roles and responsibilities that the Director has agreed to take on.
Biographical details of the Directors are set out within the governance report on pages 32 and 33.
The Executive Directors are employed under service contracts requiring between three and twelve months’ notice
by either party. Non-Executive Directors and the Chairman are remunerated as part of their letters of agreements.
The Board encourages the ownership of shares in the Company by Executive and Non-Executive Directors alike
and in normal circumstances does not expect Directors to undertake dealings of a short-term nature.
The Board considers ownership of Company shares by Non-Executive Directors as a positive alignment of their
interest with shareholders. The Board will periodically review the shareholdings of the Non-Executive Directors
and will seek guidance from its advisors if, at any time, it is concerned that the shareholding of any Non-Executive
Director may, or could appear to, conflict with their duties as an independent Non-Executive Director of the
Company or their independence itself. Directors’ emoluments, including Directors’ interest in share options over
the Company’s share capital, are set out in the Directors’ Report.
The Board has established a Compliance Committee, Audit Committee, Remuneration Committee and a
Nomination Committee.
Principle Six: Appropriate Skills and Experience of the Directors and a Group Company Secretary
The Board currently consists of seven Directors.
The Board considers that David Ciclitira, who acts as Executive Chairman is best placed to lead and deliver the
Group’s strategy. David founded the Group in its current form in 2018, and has the necessary skills, expertise and
global network of contacts to lead the Group through its next phase of expansion.
The Board of Directors have a diversified skillset, experience and qualities resulting in a well-balanced Board to
deliver the strategy of the Group. The Group will ensure, where necessary, that all Directors receive the necessary
training to keep their skillset up to date.
All Directors have access to the Company Secretary who is responsible for ensuring that Board procedures and
applicable rules and regulations are observed.
Principle Seven: Evaluation of Board Performance
The Board carries out an annual evaluation of its performance and effectiveness.
The Group carried out its first Board evaluation in 2019, resulting in the appointment of Mark Freebairn and
promotion of Trudy Norris-Grey to Deputy Chairperson.
Principle Eight: Corporate Culture
The Group recognises its responsibility to be socially responsible and (where possible) contribute to social value,
community development, local employment, apprenticeships, and training schemes. The Group endeavours to
follow sustainable and responsible management practices in protecting the long-term interests of the business,
its employees and community stakeholders.
Ethics and human rights: The Group aims to conduct its business with honesty and integrity, respecting human
rights and the interests of its employees, partners and third parties. The Group advocates high ethical standards
in carrying out its business activities and has policies for dealing with gifts, bribery, corruption, whistleblowing and
inside information. The Group does not make political donations, and any charitable donations are made where
legal and ethical according to local law and practices.
Relationships with suppliers, partners and contractors: The Group expects its suppliers and partners to adhere to
business principles consistent with its own and to implement appropriate polices and codes of conduct. The Group
is committed to maintaining positive relationships with its suppliers, partners and contractors.
Child safety and health and safety: we are fully aware of our, and our partners’ health and safety and child safety
responsibilities. All of our partners are obliged to comply with all local health and safety legislation to ensure the
safety of all children attending BRICKLIVE events.
Our people: The Group has a dynamic team, which is highly valued. The Group has adopted a share incentive
scheme for staff to ensure they can participate in the long-term success of the Group.
Local communities: the Group is committed to being a responsible neighbour, with investment in local
communities and charitable causes where appropriate.
The Company has adopted a share dealing code for the Directors and applicable employees of the Group for the
purpose of ensuring compliance by such persons with the provisions of the AIM rules relating to share dealings in
the Company’s securities. This particularly applies to the provisions of Rule 21 of the AIM Rules and the Market
Abuse Regulation. The Directors consider the share dealing code is appropriate for a Company whose shares are
admitted to trading on AIM.
Principle Nine: Maintenance of Governance Structures and Processes
The Chairman has overall responsibility for corporate governance and promoting high standards throughout
the Group. He chairs the Board and leads in the development of strategy and setting objectives, oversees
communication between the Company and its shareholders. The corporate governance framework which the
Group operates is based upon practices which the Board considers appropriate for the size, risks and operations
of the business. The Board meetings occur at least four times a year and in 2019 there were ten Board meetings.
The Board is amongst other things, responsible for:
• establishing and maintaining the Group’s system of internal controls;
• setting strategic objectives and policies for the Group;
• setting annual budgets and monitoring performance against budget;
• the preparation and approval of the Group’s annual report and accounts and interim results;
• ensuring the financing needs of the Group are met;
• approving the key terms of any significant contracts and significant expenditure;
• employee welfare; and
• shareholder communications.
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Sustainability Agenda
We are committed to reviewing our environmental policy with regards to plastic consumption. We are proud to
produce fantastic models that can be enjoyed by all, the models have a ten year life span although individual
bricks can be used for a significantly longer period and be deemed ‘bricks for life’.
All ‘loose’ plastic bricks which can no longer be used in our famous brick pits will be recycled in our fantastic
models to avoid unnecessary disposal.
We are proud to be creating touring assets which can be exhibited in zoos across the world. Some of our tours
comprise of endangered and/or extinct animals which are not always available to discover in zoos.
We also continue to donate to our partner charity, the H.S.H Prince Albert II of Monaco Foundation to fund
new initiatives to protect and conserve endangered species and biodiversity.
We are a global brand providing content around the world and are therefore conscious of our carbon footprint,
which is why we will seek to deliver as many tours and models using sea freight, where practical and possible.
Furthermore, we are establishing touring asset collections which will remain in certain geographic regions around
the world to ensure transport distances are minimised.
This report was approved by the Board of Directors on 22 June 2020 and signed on its behalf by
DAVID CICLITIRA
Chairman
22 June 2020
The Non-Executive Directors provide a robust sounding board and challenge management where necessary.
It is crucial to ensure the Company is compliant with AIM Rule 31 and that the Company must have in place
sufficient procedures, resources and controls to enable it to comply with the AIM Rules Compliance Committee
and the AIM Rules Compliance Policy. The AIM Rules Compliance Committee comprises Sarah Dees,
Ranjit Murugason and David Ciclitira (Chair).
The Compliance Committee was formed towards the end of 2019. It is responsible for overseeing compliance with
AIM Rules and will include bimonthly meetings with the Nomad. The Committee will review the Insider Company
List and will ensure this is maintained and kept up to date, where appropriate.
The Audit Committee monitors the integrity of financial statements, oversees risk management and internal
controls, and reviews the independence of the external auditors. The members of the Audit Committee are:
Ranjit Murugason (Chair), David Ciclitira and Serenella Ciclitira. Trudy Norris-Grey is invited to attend each
meeting. The Audit Committee meetings occur at least twice each financial year and in 2019 met twice. In 2019,
the Committee:
• Approved audited and interim financial statements; including key judgements and policies to ensure they are
fair, balanced and understandable for our shareholders;
• Reviewed and recommended the reappointment of our external Auditor, Moore Kingston Smith LLP, including
fee structure; and
• Carried out a comprehensive review of the Company’s Financial Position and Prospects Procedures manual.
The Remuneration Committee sets and reviews the remuneration of Executive Directors and is responsible for
the implementation of any share-based incentive schemes, including the setting of targets and performance
frameworks relating to any such share-based incentive schemes. The members of the Remuneration Committee
are: Ranjit Murugason (Chair), Trudy Norris-Grey and Mark Freebairn. The Remuneration Committee meetings
occur at least twice each financial year and in 2019 met four times.
In 2019, the Remuneration Committee considered the remuneration package for the Executive Team and
determined the awarding of share options. They will continue to monitor the pay and benefits of all Executives.
The Nomination Committee is responsible for succession planning and reviewing the Board composition to ensure
the Board has an effective blend of skills and experience. The members of the Nomination Committee are:
David Ciclitira (Chair), Ranjit Murugason, Serenella Ciclitira and Simon Horgan. The Nomination Committee
meetings occurs as and when required and in 2019 met twice.
In 2019, the Nomination Committee reviewed the composition of the Board and continually monitored the
requirement of the QCA Code to which the Company adheres with regards to the balance of the Board.
The Executive Team retains full control of the Group’s operational management but has delegated day to day
control to Executive Directors. The Executive Team came into effect in Q1 2019. A full description of the Executive
Team is found on page 34.
Principle Ten: Shareholder Communication
The Board is committed to communicating effectively with its shareholders and responds quickly to queries
received. The Chairman is primarily responsible for communicating with shareholders and speaks regularly
with the Company’s major shareholders to ensure that their views are communicated to the Board. The Board
attempts to ensure that, where possible, all Directors are present at Company AGMs to meet with and listen
to the views of shareholders. To the extent that voting decisions are not in line with expectations, the Board
will engage with shareholders to understand and address any issues.
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DIRECTORS’ REPORT
In accordance with section 414c (11) of the Companies Act 2006, the Directors have chosen to include
information about the future developments and principal risks and uncertainties in the Strategic Report.
Principal activities
The principal activity of the Group is to create and provide Content for BRICKLIVE shows and events worldwide.
Branches in the EU
The Group has no branches in the EU.
Dividend
No dividend is recommended in respect of the year ended 31 December 2019 (2018 - £Nil).
Directors
The Directors during the year and their periods of office were as follows.
- Executive Chairman
David Ciclitira
- Chief Financial Officer
Bryan Lawrie
Simon Horgan
- Non-Executive Director
Ranjit Murugason - Non-Executive Director
Trudy Norris-Grey - Non-Executive Director
Serenella Ciclitira - Non-Executive Director
Mark Freebairn
Andrew Smith
- Non-Executive Director (appointed 1 October 2019)
- Executive Director (resigned 2 September 2019)
Directors’ interests in shares
The beneficial interests in the Ordinary share capital of the Company of the Directors in office at 31 December
2019 were as follows:
Director
David Ciclitira (and owned companies)*
Serenella Ciclitira*
Ranjit Murugason
Bryan Lawrie
Simon Horgan (held through Horgan Investments Limited)
Trudy Norris-Grey
Mark Freebairn
* connected persons
2019
1p Ordinary shares
2018
1p Ordinary shares
27,397,373
1,562
1,220,317
15,384
3,252,330
-
455,252
26,975,815
1,562
997,241
15,384
2,820,512
-
70,367
The number of 1p Ordinary shares or beneficial interest in the 1p Ordinary shares held by David Ciclitira are as follows:
Holder
2019
1p Ordinary shares
2018
1p Ordinary shares
Beneficial interest
David Ciclitira
27,074,407
26,652,849
Held by D Ciclitira directly
Zedra Trustees (Jersey) Limited
Luna Trading Ltd
206,532
116,434
206,532
A discretionary trust, of which
D Ciclitira is a potential beneficiary
116,434
A company held by a discretionary
trust, of which D Ciclitira is
a potential beneficiary
Serenella Ciclitira
1,562
1,562
27,398,935
26,977,377
Held indirectly by Serenella
Ciclitira (long term partner of
D Ciclitira)
The above table constitutes the David Ciclitira Concert Party.
40
Substantial shareholdings
The following investors notified the Directors that they currently hold or are beneficially interested in 3% or more
of the Company’s 81,001,194 1p Ordinary shares in issue as at 31 May 2020.
David Ciclitira Concert Party*
Brick Live Lab Ltd**
CIDEA Limited**
Ed Diment
Duncan Titmarsh
Simon Horgan
Fortune Access Ltd
YA II PN, Ltd.
Riverfort Global Opportunities PCC Ltd.
Clive Nörgaard Morton
No. of 1p Ordinary
shares
27,536,436
9,832,060
333,333
3,815,737
3,703,031
3,152,330
3,000,000
2,913,240
2,913,240
2,490,500
59,689,907
% of issued
share capital
34.00
12.14
0.41
4.71
4.57
3.89
3.70
3.60
3.60
3.07
73.69
* David Ciclitira interest includes Ordinary Shares held directly by him, Ordinary Shares held through his connected entities including
Zedra Trustees (Jersey) Limited and Luna Trading Limited and Ordinary Shares held by Serenella Ciclitira.
** Brick Live Lab Ltd and CIDEA Limited are controlled by Mr Hyun Seok Kim.
Current Director Shareholdings
Set out below are the Directors’ interests in the Ordinary share capital of the Company at 31 May 2020 together
with details of options and warrants as set out in Notes 28 and 31.
David Ciclitira (and owned companies)*
Serenella Ciclitira*
Simon Horgan (held through Horgan Investments Limited)
Ranjit Murugason
Bryan Lawrie
Trudy Norris-Grey
Mark Freebairn
* connected persons
No. of 1p
% of issued
No. of
No. of
Ordinary shares
27,534,874
1,562
3,152,330
1,320,317
90,384
-
471,919
32,571,386
share capital
33.99%
0.00%
3.89%
1.63%
0.11%
-
0.58%
40.20
warrants
480,765
-
-
-
-
-
480,765
961,530
options
1,341,891
-
-
-
335,472
-
-
1,677,363
Directors’ Liability Insurance
During the year, Directors’ and officers’ liability insurance was maintained for Directors and other officers of the
Company as permitted by the Companies Act 2006.
Material Interests
So far as the Board is aware, no director had any material interest in a contract of significance (other than their
service contract) with the company or any of its subsidiary companies during the period.
Post balance sheet events
Post balance sheet events have been detailed in the Strategic Report and in Note 36.
Disclosure of Information to Auditor
In the case of each of the Directors who are Directors of the Company at the date when this report is approved:
• So far as they are individually aware, there is no relevant audit information of which the Company’s auditor is
unaware; and
• Each of the Directors has taken all the steps that they ought to have taken as a director to make themselves
aware of any relevant audit information and to establish that the Company’s auditor is aware of the information.
Auditor
The Company re-appointed Moore Kingston Smith LLP as auditors for the Company for the financial year 2019.
A resolution to re-appoint Moore Kingston Smith LLP will be put to the shareholders at the next Annual General
Meeting.
On behalf of the Board
DAVID CICLITIRA
Chairman
22 June 2020
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DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each financial year.
As required by the AIM Rules of the London Stock Exchange, the Directors have prepared the Group financial
statements in accordance with International Financial Reporting Standards as adopted by the European Union and
have also elected to prepare the parent Company financial statements in accordance with those standards. Under
Company law the Directors must not approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for
that period.
In preparing these financial statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether the Group financial statements have been prepared in accordance with IFRSs as adopted by the
European Union; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company and the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and
the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information included in annual reports may differ
from legislation in other jurisdictions.
REPORT OF THE INDEPENDENT AUDITOR
Opinion
We have audited the financial statements of Live Company Group Plc (the ‘parent Company’ and its
subsidiaries (the ‘Group’)) for the year ended 31 December 2019, which comprise the Consolidated Statement
of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company
Statements of Cash Flows and notes to the financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the
parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs
as at 31 December 2019 and of the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
• the parent Company financial statements have been properly prepared in accordance with IFRS as adopted by
the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the audit
of financial statements section of our report. We are independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to
report to you where:
• the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not
appropriate; or
• the directors have not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the Group’s or the parent Company’s ability to continue to adopt the going concern basis
of accounting for a period of at least twelve months from the date when the financial statements are authorised
for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
42
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
Audit area and description
Audit approach
Carrying value of Goodwill and related cost of
investment
The consolidated financial statements include goodwill
of £4.307m in respect of the acquisition of Parallel Live
Group (£1.271m), acquisition of the remaining shares
in Brick Live Far East (£2.950m) and the acquisition of
Bright Bricks (£0.086m).
Assessment of the accounting treatment of
options and warrants issued
The company issued share options during the year
under a Share Option Plan adopted in April 2019 and
also issued warrants in the year in connection
with an equity fund raise.
We re-performed the calculations of the cost of
investment and goodwill arising on the acquisition
of Bright Bricks.
We assessed the Directors’ assertion that no
impairment was required in respect of goodwill
arising on the acquisitions by reference to trading
performance and cash and profit forecasts of the
acquired entities.
We critically assessed and challenged the assumptions
made by the Directors in their preparation of the cash
flow and profit forecasts including an assessment
against current year trading to date.
We re-performed the Black-Scholes option pricing
model calculation of the share option and warrants
charge prepared by the Directors under IFRS 2.
We critically assessed and challenged the variables
used by the Directors in their Black-Scholes
calculation.
We critically assessed the Directors’ assertion that the
warrants issued as part of the equity fund raise were
issued to equity holders in their capacity as equity
holders and were therefore outside the scope of the
requirements of IFRS 2.
Equity Share Agreement
The company entered into a subscription agreement
and an Equity Share Agreement (ESA) in the year.
We re-performed the Directors’ calculations used in
the ESA model.
Going concern
Although the group had net current assets at 31
December 2019, the group’s activities have been
significantly impacted subsequent to the year end by
the COVID-19 pandemic and the measures taken to
contain it. The group has incurred a further significant
loss in the period to the date of approval of the
financial statements and has limited cash funds
currently available. These factors indicate the existence
of uncertainties at the date of signing the consolidated
financial statements as to whether the group can
continue to operate as a going concern.
We critically assessed and challenged the inputs used
by the Directors in their ESA model.
We critically assessed whether there is an embedded
feature in the host contract which should be accounted
for as a derivative as required by IFRS 9.
The Directors have prepared cash flow forecasts for
the period to 31 December 2024.
We have critically assessed and challenged the
assumptions included in these cash flow forecasts.
We have assessed the Directors’ ability to raise further
funds either by way of debt finance or equity fundraise
or by the provision of additional support to the group.
We have critically assessed the disclosures included in
note 1.1 to the consolidated financial statements.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We define
materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use materiality to determine the scope of our
audit and the nature, timing and extent of our audit procedures and evaluate the effect of misstatements both
individually and on the financial statements as a whole.
We considered revenue to be the main focus for readers of the financial statements, and this influenced our
judgement of materiality. Based on our professional judgement we determined materiality for the Group to be
£47,500 based on a percentage of revenue.
We agreed to report to the Audit Committee all audit differences in excess of the threshold that we had calculated
as clearly trivial to the financial statements, and any other differences that, in our view, warranted reporting on
qualitative grounds. We also reported disclosure matters that we identified when assessing the overall
presentation of the financial statements.
An overview of the scope of our audit
Our audit of the Group and parent Company financial statements was scoped by obtaining an understanding of
the Group and parent Company and their environment, including Group wide controls, and assessing the risks of
material misstatement at the Group and parent Company level. The whole of the Group is audited by one audit
team, led by the Senior Statutory Auditor. Our approach in respect of key audit matters is set out in the table in
the Key Audit Matters section.
The audit is performed centrally and comprises all of the companies within the Group, significant components of
which were visited by the audit team.
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on
the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the other information. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the parent Company financial statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the
Directors’ Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
44
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the consolidated financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of
the Company’s members those matters which we are required to include in an auditor’s report addressed to them.
To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the
Company and Company’s members as a body, for our work, for this report, or for the opinions we have formed.
Matthew Banton
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
22 June 2020
Devonshire House
60 Goswell Road
London EC1M 7AD
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 42, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s or the parent Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group or the parent Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
46
47
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
03
FINANCIALS
48
49
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2019
STATEMENTS OF FINANCIAL POSITION as at 31 December 2019
Year to 31 December
Consolidated
Company
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Foreign exchange
Depreciation and amortisation of non-financial assets
Other administrative expenses
Total administrative expenses
Share of result of associate
Operating loss before exceptional items
Exceptional items
Operating loss after exceptional items
Finance costs
Loss for the year before tax
Taxation
Loss for the year from continuing operations
Discontinued operations
Loss for the year from discontinued operations
Loss for the year
Other comprehensive income
Total comprehensive income for the year attributable
to the equity holders of the parent Company
Loss per share
-basic and diluted
Note
4
19
6
7
11
12
5
13
2019
£’000
5,451
(2,360)
3,091
(40)
(78)
(3,584)
(3,702)
86
(525)
(1,112)
(1,637)
(207)
(1,844)
(341)
2018
£’000
4,920
(2,662)
2,258
41
(24)
(3,038)
(3,021)
-
(763)
(1,339)
(2,102)
(8)
(2,110)
-
(2,185)
(2,110)
-
(500)
(2,185)
(2,610)
-
-
(2,185)
(2,610)
(3.1)p
(4.7)p
Non-current assets
Property, plant and equipment
Intangible assets
Right of use assets
Trade and other receivables
Investments
Goodwill
Investments in associates and joint ventures
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Current liabilities
Borrowings
Trade and other payables
Lease liabilities
Accruals and deferred income
Total current liabilities
Net current assets / (liabilities)
Non-current liabilities
Deferred tax
Borrowings
Lease liabilities
Total non-current liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Merger reserve
Capital redemption reserve
Share option reserve
Retained earnings
Equity attributable to equity holders of the
parent
Note
14
16
15
21
17
18
19
20
21
22
23
24
26
24
27
23
26
28
29
31
2019
£’000
4,152
76
292
2,000
-
4,307
86
10,913
6,252
808
98
7,158
532
1,617
79
947
3,175
3,982
550
463
224
1,237
2018
£’000
3,551
50
-
-
-
4,307
-
7,908
6,491
692
120
7,303
1,000
2,612
-
849
4,461
2,842
123
-
-
123
2019
£’000
-
-
-
2,000
17,450
-
-
19,450
-
2,521
119
2,640
532
357
-
292
1,181
1,459
-
463
-
463
2018
£’000
-
-
-
-
17,450
-
-
17,450
-
2,510
2
2,512
1,000
1,663
-
-
2,663
(151)
-
-
-
-
13,659
10,627
20,446
17,299
4,878
23,480
(23,697)
14,067
5,034
218
(10,321)
4,754
18,470
(23,697)
14,067
5,034
-
(8,001)
4,878
23,480
557
14,067
5,034
218
(27,788)
4,754
18,470
557
14,067
5,034
-
(25,583)
13,659
10,627
20,446
17,299
As permitted by section 408 of the Companies Act 2006 the parent company’s profit and loss account has not
been included in these financial statements. The parent company loss for the year, amounted to £2,205,000
(2018: £1,447,000 loss).
The financial statements were approved and authorised for issue by the Board of Directors on 22 June 2020 and
were signed on its behalf by:
DAVID CICLITIRA
Chairman
Company Registration No. 00630968
50
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
STATEMENTS OF CHANGES IN EQUITY for the year ended 31 December 2019
STATEMENTS OF CASH FLOWS for the year ended 31 December 2019
Consolidated
As at 31 December 2018
Loss for the year
Changes in fair value from
bricks used in product sales
Options issued in year
Warrants issued in year
Shares issued for cash
Debt to share conversion
Equity share arrangement
Share issue costs
At 31 December 2019
Company
As at 31 December 2018
Loss for the year
Options issued in year
Warrants issued in year
Shares issued for cash
Debt to share conversion
Equity share arrangement
Share issue costs
At 31 December 2019
Consolidated
As at 31 December 2017
Loss for the year
Shares issued for cash
Shares issued as
consideration for acquisitions
Debt to share conversion
Share issue costs
At 31 December 2018
Company
As at 31 December 2017
Loss for the year
Shares issued for cash
Shares issued as
consideration for acquisitions
Debt to share conversion
Share issue costs
At 31 December 2018
Ordinary
Share
Capital
£’000
4,754
-
-
-
-
31
26
67
-
4,878
4,754
-
-
-
31
26
67
-
4,878
Ordinary
Share
Capital
£’000
4,566
-
101
85
2
-
4,754
4,566
-
101
85
2
-
4,754
Share
Premium
Reverse
acquisition
reserve
Forex
and other
reserves
Merger
reserve
Capital
Redemption
reserve
Share
option
reserve
Retained
Earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
18,470
-
(24,268)
-
-
-
-
1,999
1,181
1,933
(103)
23,480
18,470
-
-
-
1,999
1,181
1,933
(103)
23,480
-
-
-
-
-
-
-
(24,268)
-
-
-
-
-
-
-
-
-
571
-
-
-
-
-
-
-
-
571
557
-
-
-
-
-
-
-
557
14,067
-
-
-
-
-
-
-
-
14,067
14,067
-
-
-
-
-
-
-
14,067
5,034
-
-
-
-
-
-
-
-
5,034
5,034
-
-
-
-
-
-
-
5,034
-
-
(8,001)
(2,185)
10,627
(2,185)
-
167
51
-
-
-
-
218
-
-
167
51
-
-
-
-
218
(135)
-
-
-
-
-
-
(10,321)
(25,583)
(2,205)
-
-
-
-
-
-
(27,788)
(135)
167
51
2,030
1,207
2,000
(103)
13,659
17,299
(2,205)
167
51
2,030
1,207
2,000
(103)
20,446
Share
Premium
Reverse
acquisition
reserve
Forex
and other
reserves
Merger
reserve
Capital
Redemption
reserve
Retained
Earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
13,695
-
4,848
-
153
(226)
18,470
13,695
-
4,848
-
153
(226)
18,470
(24,268)
-
-
-
-
-
(24,268)
-
-
-
-
-
-
-
557
14
-
-
-
-
557
557
-
-
-
-
-
557
8,651
-
-
5,416
-
-
14,067
8,651
-
-
5,416
-
-
14,067
5,034
-
-
-
-
-
5,034
5,034
-
-
-
-
-
5,034
(5,391)
(2,610)
-
-
-
-
(8,001)
(24,136)
(1,447)
-
-
-
-
(25,583)
2,844
(2,596)
4,949
5,501
155
(226)
10,627
8,367
(1,447)
4,949
5,501
155
(226)
17,299
Cash flows from operating activities
Operating loss
Share of result of associate
Depreciation
Amortisation of intangibles - trademarks
Depreciation of right of use assets
Impairment provision
Corporation tax paid
Decrease / (increase) in inventories
(Increase) / decrease in receivables
(Decrease) / increase in payables
Increase in provisions
Cash used in operations
Cash flow from investing activities
Acquisition of trademarks
Acquisition of subsidiary
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Cash acquired on acquisition of subsidiary
Net cash used in investing activities
Cash flow from financing activities
Issue of equity
Repayment of lease liabilities
Proceeds from borrowings
Loans repaid
Interest paid
Share issue costs
Net cash generated from financing activities
Net cash (outflow) / inflow
Cash and cash equivalents at beginning of
the year
Net (decrease) / increase in cash and cash
equivalents
Cash and cash equivalents at end of the year
Consolidated
Company
2019
£’000
(525)
(86)
647
7
16
-
(134)
239
(116)
(589)
-
(541)
(33)
-
(1,265)
17
-
(1,281)
2,030
(5)
300
(305)
(117)
(103)
1,800
(22)
120
(22)
98
2018
£’000
(1,263)
-
365
5
-
1
-
(74)
1,074
(3,438)
30
(3,300)
(55)
(2,167)
(988)
-
43
(3,167)
4,950
-
1,000
-
(8)
(226)
5,716
(751)
871
(751)
120
2019
£’000
(2,027)
-
-
-
-
-
-
-
(10)
322
-
(1,715)
-
-
-
-
-
-
2,030
-
300
(305)
(90)
(103)
1,832
117
2
117
119
20178
£’000
(1,018)
-
-
-
-
-
-
-
(2,290)
(1,089)
-
(4,397)
-
(2,167)
-
-
-
(2,167)
4,950
-
1,000
-
-
(226)
5,724
(840)
842
(840)
2
The recognition of a right to use asset and liability of £308,000 are significant non-cash transactions in the year,
arising on the adoption of IFRS 16 Leases. The share option and warrant charge of £218,000 is also a significant
non-cash transaction in the year.
52
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
1. Basis of preparation
These financial statements have been prepared on the historical cost basis as modified by use of the fair-value
basis where required and in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS
as at 31 December 2019.
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts in the financial
statements which are disclosed in Note 3 to these consolidated financial statements.
1.1 Going concern
These financial statements have been prepared on a going concern basis. The Consolidated Statement of
Comprehensive Income shows a loss of £2,185,000 for the year ended 31 December 2019 (2018: £2,610,000
loss). In assessing going concern the Directors consider the Groups cash flows, solvency and liquidity positions.
The Directors have prepared trading and cash flow forecasts for the Group up to and including the year ending
31 December 2024. The forecasts incorporate a number of trading assumptions, including income from existing
contracts, and contracts which are in the process of being negotiated. The forecasts show that the Group has
sufficient cash to meet its liabilities as they fall due for a period of at least 12 months from the date of signature
of these consolidated financial statements.
The Directors believe these forecasts to be realistic and they have considered the impact of the COVID-19
pandemic, and the measures taken to contain it, on the Group when preparing the cash flow forecasts referred
to above. 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 will consider their options, for instance further debt finance or an equity
fund raise. The Directors consider that both options are viable options for the Group at the date of signing these
consolidated financial statements.
Additionally, David Ciclitira has confirmed his willingness to provide sufficient support to the Group to enable it
to meet its liabilities as they fall due in the event any necessary additional finance cannot be obtained. This
confirmation of support is not considered to be a Related Party Transaction; but were any such support to be
triggered, the terms agreed with the Company would then be assessed under AIM Rule 13 as a potential Related
Party Transaction and considered as appropriate by the Independent Directors at that time in consultation with
the Nominated Adviser.
Consequently, the Directors have prepared these consolidated financial statements on the going concern basis,
which assumes that the Group will continue in operational existence for the foreseeable future.
1.2 Adoption of standards effective in 2019
The following new and revised Standards and Interpretations have been issued and are effective for the current
financial period of the Company.
IFRS 16 Leases took effect from 1 January 2019 and has been adopted for the year ended 31 December 2019.
The Company has chosen to use the modified retrospective approach, recognising transitional adjustments on
the date of initial application (i.e. 1 January 2019) without restatement of the comparative figures. Leases which
the Group were party to were previously classified as operating leases or finance leases based on its assessment
of whether the lease transferred substantially all the risks and rewards of ownership to the lessee. Under IFRS
16 the Company now recognises right of use assets and lease liabilities for leases other than those for low value
assets or for short term leases of 12 months or less.
1.3 IFRS in issue but not applied in the current financial statements
The following IFRS and IFRIC Interpretations have been issued but have not been applied by the Company in
preparing these financial statements as they are not as yet effective and, in some cases, had not yet been adopted
by the EU. The Company intends to adopt these Standards and Interpretations when they become effective, rather
than adopt them early.
• IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errors (Amendment – Definition of Material)
• IFRS 3 Business Combinations (Amendment – Definition of Business) IAS 28 (amendments) ‘Investments in
Associates and Joint Ventures’
• Revised Conceptual Framework for Financial Reporting
The directors do not expect that the adoption the Standards listed above will have a material impact on the
Company in future periods.
A number of IFRS and IFRIC Interpretations are also currently in issue which are not relevant for the Company’s
activities and which have not therefore been adopted in preparing these financial statements.
Other new and amended Standards and Interpretations issued by the IASB that will apply for the first time in the
next annual financial statements are not expected to impact the Company as they are either not relevant to the
Company’s activities or require accounting which is consistent with the Company’s current accounting policies.
2. Accounting policies
2.1. Basis of consolidation
The consolidated financial statements incorporate:
• the results of LVCG, Brick Live Group Limited (“Brick Live Group”), Parallel Live Group Limited (“Parallel Live
Group”) and Bright Bricks Limited (“Bright Bricks Group”) for the year ended 31 December 2019.
• the assets and liabilities of LVCG, Brick Live Group, Parallel Live Group, Bright Bricks Group and their subsidiary
companies at 31 December 2019.
• the comparatives include the results of the Bright Bricks Group for the period from acquisition to 31 December
2018.
Business combinations
The information contained in this note sets out how the Group typically accounts for Business Combinations,
which is effectively using the purchase method explained in IFRS3, “Business Combinations”.
Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating
policies of the subsidiary and therefore exercises control. The existence and effect of both current voting rights
and potential voting rights that are currently exercisable or convertible are considered when assessing whether
control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains the
relevant level of control and are de-consolidated from the date at which control ceases. Inter-company
transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
The cost of an acquisition is measured as an aggregate of the consideration transferred, measured at the
acquisition date fair-value and the amount of any non-controlling interest in the acquiree. For each business
combination, the Group measures the non-controlling interest in the acquiree at the proportionate share of the
acquiree’s identifiable net assets. Subsequent changes in the proportion of the non-controlling interests, which
do not result in de-recognition of the subsidiary, are accounted for in equity. Costs incurred in connection with
acquisitions are recognised as exceptional costs in the income statement, as incurred.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and pertinent
conditions at the acquisition date.
If the business combination is achieved in stages, the acquisition date fair-value of the Group’s previously held
equity interest in the acquiree is re-measured to fair-value at the acquisition date through profit or loss. Goodwill
is initially measured at cost being the excess of the consideration transferred over the Group’s share of net
identifiable assets acquired and liabilities assumed.
If this consideration is lower than the fair-value of net assets of the subsidiary acquired, the difference is
recognised in profit or loss.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
After initial recognition, goodwill is measured at cost less any recognised impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to either
the acquired business or to each of the Group’s cash generating units that are expected to benefit from the
combination irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms a part of a cash-generating unit and part of the operation within that unit is disposed of,
the goodwill associated with the operation disposed of is included in the carrying amount of the operation when
determining the gain or loss on disposal of the operation. Goodwill disposed of in these circumstances is measured
based on the relative values of the operation disposed of and the portion of the cash-generating unit until retained.
Brick Live Group
In 2017 the reverse acquisition of LVCG by the Brick Live Group resulted in goodwill arising of £4,581,000.
This goodwill was fully impaired in the year ended 31 December 2017.
Parallel Live Group
In December 2017, the Group acquired Parallel Live Group, resulting in goodwill arising of £1,271,000.
This goodwill was subject to a formal impairment review by the Directors prior to signing these consolidated
financial statements, who concluded that no impairment was required.
Brick Live Far East Limited (“BLFE”)
In December 2017, the Company became the 100% owner of BLFE. Goodwill of £2,950,000 arose on the
acquisition. BLFE is a company registered in Hong Kong which owns a 49% stake in the Brick Live Group’s China
associate company, Brick Live Centre Education Development (Beijing) Company Limited. This goodwill was
subject to a formal impairment review by the Directors prior to signing these consolidated financial statements
who concluded that no impairment was required.
Bright Bricks Group
In October 2018, the Group acquired Bright Bricks Group, resulting in goodwill arising of £86,000. This goodwill
was subject to a formal impairment review by the Directors prior to signing these consolidated financial
statements, who concluded that no impairment was required.
Subsequent to the balance sheet date, the Directors have undertaken a formal impairment review which
concludes that impairments will be required as detailed in Note 36.
Intercompany balances
All intercompany balances are eliminated on consolidation.
Subsidiary companies audit exemption
The company’s active subsidiaries Bright Bricks Limited, Bright Bricks Consumer Limited, Brick Live Group
Limited, Brick Live International Limited, Bricklive Touring Ltd and Parallel Live Group Limited are exempt from
the requirements of the Companies Act 2006 relating to the audit of their individual accounts by virtue of section
479A of the Companies Act 2006.
2.2. Trademarks
Trademarks are registered in each of the geographical territories for the BRICKLIVE brand.
Trademarks are amortised on a straight line basis over their estimated useful lives, which is on average 10 years.
2.3. Investment in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an
interest in a joint venture. Significant influence is the power to participate in the financial and operating policy
decisions of the investee but does not have control or joint control over those policies. The Group uses the equity
method of accounting for its associate.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights
to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require unanimous consent of the
parties sharing control. The Group uses the equity method of accounting for its joint ventures.
2.4. Property, plant and equipment
All property, plant and equipment assets are stated at cost less accumulated depreciation. Content is capitalised
in the periods in which they are purchased or completed and valued at the lower of cost and net realisable value.
Depreciation is provided on Content over eight years on a straight-line basis to reflect their useful life. Residual
values, remaining useful lives and depreciation methods are reviewed annually and adjusted if appropriate.
Depreciation on other fixtures, fittings and office equipment is provided at 20% on a straight-line basis. Residual
values, remaining useful lives and depreciation methods are reviewed annually and adjusted if appropriate.
2.5. Leases
Following adoption of IFRS 16, a right to use asset, being the present value of the operating lease payments
over the remaining life of the lease, has been recognised within non-current assets. The right to use assets and
corresponding lease liability have been calculated using a discount rate of 9% which the Directors consider to be
appropriate, based on the Group’s current borrowing structure. The depreciation of the assets and interest charge
are recognised in the Statement of Comprehensive Income in the year and the buildings maturity analysis of lease
liabilities at 31 December 2019 is detailed in Note 26.
2.6. Impairment of assets
The carrying amounts of the Group’s assets, other than inventories, are reviewed at each reporting date to
determine whether there is any indication of impairment. An impairment loss is recognised whenever the carrying
amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised
in the Statement of Comprehensive Income. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that
the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation, if no impairment loss had been recognised.
The Directors have carried out a formal impairment review on all material assets at 31 December 2019.
2.7. Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where
applicable, direct labour costs that have been incurred in bringing the inventories to their present location and
condition. Cost is calculated using a weighted average cost method. Net realisable value represents the estimated
selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
The majority of inventories are measured at fair value following the acquisition of Bright Bricks Group as detailed
in Note 20.
2.8. Financial instruments
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the
Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities
are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through
profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Financial assets
The Group classifies its financial assets as either financial assets measured at amortised cost, fair value through
profit and loss or fair value through Other Comprehensive Income (OCI).
Financial assets at fair value through OCI consist of equity investments in other companies or limited partnerships
where the Group does not exercise either control or significant influence.
Financial assets at fair value through OCI are shown at fair value at each reporting date with changes in fair value
being shown in OCI. In cases where the Group can reliably estimate fair value, fair value will be determined in
reference to practical completion of each development project.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
All assets for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value
measurement as a whole:
v. Brick lease fees – on a straight-line basis in accordance with the terms of the agreement;
vi. Ticket sales from self-promoted events – on the date of the event; and
vii. Sales of products - in accordance with contract.
• Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable; and
• Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable.
Financial instruments are derecognised on the trade date when the Group is no longer a party to the contractual
provisions of the instrument.
2.9. Share based payments
The Company issues equity settled share-based payment transactions to certain employees and service
providers. Equity settled share-based payment transactions are measured at the fair value at the date of grant.
The calculation of fair value at the date of grant requires the use of management’s best estimate of volatility,
risk free rate and expected time to exercise the options.
2.10. Trade and other receivables
Trade and other receivables are stated at their amortised cost. Trade receivables are reduced by appropriate
allowances for estimated irrecoverable amounts.
A loss allowance is recognised on initial recognition of financial assets held at amortised cost, based on
expected credit losses, and is re-measured annually with changes appearing in profit or loss. Where there has
been a significant increase in credit risk of the financial instrument since initial recognition, the loss allowance
is measured based on lifetime expected losses. In all other cases, the loss allowance is measured based on
12-month expected losses. For assets with a maturity of 12 months or less, including trade receivables, the
12-month expected loss allowance is equal to the lifetime expected loss allowance.
2.11. Cash and cash equivalents
Cash equivalents comprise short-term, highly liquid investments that are readily convertible into known amounts
of cash and which are subject to an insignificant risk of changes in value.
2.12. Trade and other payables
Trade and other payables are stated at their amortised cost.
2.13. Interest-bearing borrowings (other than compound financial instruments)
Interest-bearing borrowings are stated at amortised cost using the effective interest method. The effective
interest method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability.
2.14. Revenue recognition
Revenue is the value of goods and services provided by the Group to customers, net of VAT and discounts.
Revenue includes licence fees, revenue from the sale of products, rental fees, sale of content (brick-based
statues), brick lease fees and ticket sales from self-promoted events.
Revenue from contracts is recognised in accordance with IFRS 15 as follows:
i. Identify the contract with the customer;
ii. Identify separate performance obligations in the contract;
iii. Determine the transaction price;
iv. Allocate the transaction price to separate performance obligations; and
v. Recognise revenue when the entity satisfies a performance obligation.
Revenue recognised as above is measured on the following basis:
i. Annual licence fees – on a straight-line basis in accordance with the terms of the agreement, unless it is
non-refundable in which case fees are recognised on the contractual invoice date;
ii. Event licence fees and revenue shares – in accordance with the terms of the agreement;
iii. Content fees – on delivery of the specific content to the client in accordance with the terms of the agreement;
iv. Tour and show rental fees – in accordance with the terms of the agreement;
2.15. Deferred taxation
Deferred tax is provided in full using the balance sheet liability method. Deferred tax is the future tax
consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities
shown on the Statement of Financial Position.
The amount of deferred tax provided is based on the expected manner of recovery or settlement of the carrying
amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
The Group does not recognise deferred tax liabilities, or deferred tax assets, on temporary differences associated
with investments in subsidiaries, as it is not considered probable that the temporary differences will reverse in the
foreseeable future.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised. The carrying amounts of the deferred tax assets are reviewed at each
statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable
profit will be available to allow all or part of the assets to be recovered.
2.16. Segmental reporting
The Group has two operating segments, namely: tours, events, shows, licences and content rental fees; and
product and content sales. In identifying these operating segments, management generally follows the Group’s
service lines representing its main products and services (see Note 4).
For management purposes, the Group uses the same measurement policies as those used in its consolidated
financial statements, except for certain items not included in determining the operating profit of the operating
segments, such as exceptional costs.
In addition, corporate assets and expenses which are not directly attributable to the business activities of any
operating segment are not allocated to a segment. This primarily applies to the Group’s headquarters.
2.17. Foreign currencies
Monetary assets and liabilities expressed in foreign currencies are translated at the rates of exchange ruling at the
reporting date. Transactions in foreign currencies are translated at the rate ruling at the date of the transaction.
Differences on exchange arising on translation of subsidiaries are charged directly to other comprehensive income.
All other exchange differences have been charged to the profit or loss in the period under review.
2.18. Exceptional items
Exceptional items are those costs incurred by the Group which are considered by the Directors to be material
in size and are unusual and infrequent in occurrence which require separate disclosure within the financial
statements. See Note 7 for details of exceptional items ensuing in the year.
3. Accounting estimates and judgements
The preparation of these consolidated financial statements in accordance with generally accepted accounting
practice, being International Financial Reporting Standards as adopted by the European Union, requires the
Directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and
expenditure and the disclosures made in these consolidated financial statements. Such estimates and judgements
are continually evaluated based on historical experience and other factors, including expectations of future events.
The significant judgements made by management in applying the Group’s accounting policies as set out above,
and the key sources of estimation which management consider may have a significant risk of causing a material
adjustment to the reported amounts in the year, were:
Impairment of investments and goodwill
The Directors have carried out impairment reviews of the Company’s £8,500,000 investment in Bright Bricks,
£5,000,000 investment in Brick Live Group, £1,000,000 investment in Parallel Live and £2,950,000 investment in
BLFE. The Directors determined no impairment of the investments or related goodwill is required at 31 December
2019. The Directors carried out a further formal review following the outbreak of COVID-19 and determined that
an impairment provision will be required in the Interim Report to 30 June 2020.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
Depreciation
Depreciation rates have been set to accurately reflect the reduction in value of property, plant and equipment
assets over their economic life, less their expected residual value. This requires judgement by the Directors, who
have set the depreciation rates as detailed in Note 2.4 to these financial statements based on their knowledge of
the industry and typically how long each asset type retains its value.
Revenue recognition
Revenue from contracts is recognised in accordance with IFRS 15. This requires judgement as revenue
transactions are subject to a variety of contract terms, albeit under the general guidelines of the accounting
policies for revenue recognition as explained in Note 2.14 to these consolidated financial statements.
Share option and warrants
The Black-Scholes model is used to calculate the appropriate charge of the share options and warrants. The use
of this model to calculate the charge involves a number of estimates and judgements to establish the appropriate
inputs to be entered into the model, covering areas such as the use of an appropriate interest rate and dividend
rate, exercise restrictions and behavioural considerations. A significant element of judgements is therefore
involved in the calculation of the charge.
4. Segment reporting
As described in Note 2.16 to these consolidated financial statements, the Directors consider that the Group’s
internal financial reporting is organised along product and service lines and therefore segmental information has
been presented about the Group’s business segments. The segmental analysis of the Group’s business is derived
from its principal activities, as set out below.
Reportable segments
The reportable segment results for the year ended 31 December 2019 are as follows:
Product &
content sales
£’000
Tours, events,
shows, licenses &
content rental fees
£’000
Continuing
Total
£’000
Discontinued
activities
£’000
Revenues
Cost of sales
Administrative
expenses
Share of associate
Finance costs
Exceptional items
Taxation
Segment (loss)/
profit for the year
974
421
413
-
-
-
-
140
Unallocated
£’000
-
-
1,391
(86)
207
1,112
341
4,477
1,939
1,898
-
-
-
-
5,451
2,360
3,702
(86)
207
1,112
341
640
(2,965)
(2,185)
The reportable segment results for the year ended 31 December 2018 are as follows:
Product &
content sales
£’000
Tours, events,
shows, licenses &
content rental fees
£’000
1,575
1,345
379
-
-
3,345
1,317
1,643
-
631
Unallocated
£’000
-
-
999
8
708
Continuing
Total
£’000
Discontinued
activities
£’000
4,920
2,662
3,021
8
1,339
431
931
-
-
-
(149)
(246)
(1,715)
(2,110)
(500)
(2,610)
Revenues
Cost of sales
Administrative
expenses
Finance costs
Exceptional items
Segment (loss)/
profit for the year
60
-
-
-
-
-
-
-
Total
£’000
5,451
2,360
3,702
(86)
207
1,112
341
(2,185)
Total
£’000
5,351
3,593
3,021
8
1,339
Administrative expenses are apportioned to each trading segment in proportion to the revenue earned.
In 2018, the segment analysis for product and content sales were derived from activities carried out by
Bright Bricks Group which was acquired in October 2018. The activities of this entity have been absorbed into
the principal trading entity, Brick Live International Limited. Consequently, there is no separate asset and liability
classification of product and content sales from 2019 onwards.
Segment assets consist primarily of property, plant and equipment, intangible assets, investments, goodwill,
trade and other receivables and cash and cash equivalents.
Unallocated assets comprise deferred taxation, financial assets held at fair value through profit or loss, and
derivatives. Segment liabilities comprise operating liabilities; liabilities such as deferred taxation are not allocated
to individual business segments.
Segment assets and liabilities as at 31 December 2019 are as follows:
Product &
Content Sales
£’000
Tours, events, shows licenses
& content rental fees
£’000
Assets
Liabilities
-
-
11,549
2,867
Unallocated
£’000
6,522
1,545
Total
£’000
18,071
4,412
Segment assets and liabilities as at 31 December 2018 are as follows:
Product &
Content Sales
£’000
Tours, events, shows licenses
& content rental fees
£’000
Assets
Liabilities
464
1,057
10,391
781
Unallocated
£’000
4,356
Total
£’000
15,211
2,746
4,584
Geographical information
The Group’s business segments operated in four principal geographical areas in the year, although they are
managed on a worldwide basis from the Group’s head office in the United Kingdom.
A geographical analysis of the Group’s continuing revenue and non-current assets is given below. Revenue is
allocated based on the location of the customer; non-current assets are allocated based on the physical location
of the asset.
Revenue
United Kingdom
Europe
USA *
South America
Asia
Middle East
*2018 USA revenue excludes £431,000 relating to discontinued operations
2019
£’000
2,923
930
406
46
1,111
35
5,451
2018
£’000
637
1,064
-
107
3,112
-
4,920
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
Non-current assets
United Kingdom
Europe
USA*
Asia
Unallocated
2019
£’000
4,661
986
467
407
4,393
10,914
2018
£’000
2,819
-
535
247
4,307
7,908
Major customers
Included within revenue arising from product sales and licence fees are revenues of approximately £532,000
(2018: £1,746,000) which arose from sales to the Group’s largest customer. No single customer in 2019
accounted for more than 10% of revenue.
5. Discontinued operations
In February 2018, Parallel Live Group promoted its first LEGO® LIVE event in New York, despite receiving positive
reviews, it reported a financial loss. The operation was treated as discontinued as the Group is no longer
promoting or operating LEGO® LIVE events.
Revenue
Expenses
Attributable tax
Loss attributable to discontinued activities
6. Operating loss before exceptional items
This is stated after charging/(crediting)
Content depreciation (included within cost of sales)
Other depreciation and amortisation (included within
administrative expenses)
Depreciation on right of use assets
Net foreign exchange losses/(gains)
7. Exceptional items
The exceptional items consist of the following:
Impairment of associate and intangible assets
Transactional and reorganisational costs
Share option and warrant charge
Exceptional bad debt provision
Trade and other payables written back
2019
£’000
-
-
-
-
2019
£’000
589
65
16
40
2019
£’000
-
612
218
282
-
1,112
2018
£’000
431
(931)
-
(500)
2018
£’000
353
17
-
(41)
2018
£’000
111
1,033
-
631
(436)
1,339
2019 Exceptional items
Transactional and reorganisational costs
Transaction costs relate to the remainder of the strategic acquisition and reorganisation costs of Bright Bricks
Group and the various fundraises completed during the year.
Share option and warrant charge
The Group uses the Black–Scholes model to value its share option and warrants. Certain judgement is required in
terms of selecting the risk-free interest rate and standard deviation rate used. The charge for the current year is
£218,000 which may increase or decrease with changes to these rates.
Exceptional bad debt provision
A three-year contract is in place with Brick Live Centre Education Development (Beijing) Company Limited for
a minimum of 20 shows. Due to the uncertainty of recovering this balance, the Directors have provided in full
against these receivable license fee balances.
2018 Exceptional items
Impairment of associate and intangible assets
BLFE invested £110,837 in Brick Live Centre Education Development (Beijing) Company Limited and as that
associate company incurred losses during the year ended 31 December 2018, the Directors determined that the
investment should be fully impaired at 31 December 2018.
The rights to promote European Tour golf events were acquired by the Company in September 2006 and were
included in the Statement of Financial Position as intangible assets in the consolidated financial statements for
the year ended 31 December 2018 at a value of £1,000. These assets were intended to be amortised over their
expected life of 20 years. However, the remaining assets were impaired to a net book value of £nil as of 31
December 2018 to reflect the fact that the ongoing business of the Group is not expected to generate revenues
from these rights in the foreseeable future.
Transactional and reorganisational costs
Transaction costs relate to the strategic acquisition and reorganisation costs of Bright Bricks Group and the
various fundraises completed during the year ended 31 December 2018.
Exceptional bad debt provision
A contract was in place for a minimum contribution from a single European licence partner (the “ELP”) during the
year that covered the whole of Europe. However, the ELP was unable to provide the intended number of shows
during 2019 and as a result, the licence has since been cancelled, with the amounts accrued under the ELP
agreement being treated as a bad debt and which have therefore been written off as an exceptional item.
However, the cancellation of the licence has enabled the Group to enter into new agreements with different
partners within Europe, that would have been prohibited under the contract with the ELP, which has already
allowed the Group to partner with the best placed partners in a number of European geographies, and will also
allow it to seek further European partners going forward.
Trade and other payables write back
An agreement was entered into in October 2018 between the Company and James Golf Limited (“JGL”),
a company wholly owned by David Ciclitira, pursuant to which JGL agreed to indemnify the Company against
all costs and claims or liabilities arising from or directly related to several of the Company’s creditor balances,
releasing the Group from liabilities of, in aggregate, £436,000. As a result, this amount was written back in the
year ended 31 December 2018.
62
63
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
8. Auditor’s remuneration
Fees payable to the auditor, Moore Kingston Smith LLP,
for the audit of the annual accounts of the Group and
the Company
Taxation compliance
9. Employees
Group
The average number of employees (including Directors
not under employment contracts) during the year was:
Administration
Production
Sales
The aggregate payroll costs including Directors not under
employment contracts) were:
Wages, salaries and fees
Social security costs
Pension costs
2019
£’000
87
8
95
2019
No.
22
40
4
66
2019
£’000
2,566
177
31
2,774
2018
£’000
70
10
80
2018
No.
12
12
2
26
2018
£’000
1,369
102
15
1,486
Bright Bricks Group was acquired in October 2018, therefore comparative figures above relate to the average
number of persons employed by the Group (including Directors) during the year.
10. Remuneration of Directors and key management personnel
In the opinion of the Board, only the Directors of the Company and the other members of the Executive Team, as
detailed in the Corporate Governance Report, are regarded as key management personnel. The remuneration of
key management personnel during 2019 was, in aggregate, £1,857,000 (2018: £899,000).
Directors’ remuneration and fees, including Non-Executive Directors, during the year were as follows:
David Ciclitira
Andrew Smith (resigned 2 September 2019)
Bryan Lawrie (appointed 17 October 2018)
Serenella Ciclitira
Ranjit Murugason
Simon Bennett (resigned 31 August 2018)
Trudy Norris-Grey (appointed 1 November 2018)
Simon Horgan (appointed 1 November 2018)
Mark Freebairn (appointed 1 October 2019)
2019
£’000
451
74
144
20
125
-
20
20
5
859
2018
£’000
503
115
36
17
195
26
3
3
-
898
David Ciclitira
UK Chairman’s fees
International consultancy fees
Additional contracted work during the year
Bonus in respect of working with international investors to
successfully complete the AIM readmission in addition to
the work done to acquire Bright Bricks
2019
£’000
25
250
176
-
451
2018
£’000
25
250
128
100
503
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
Ranjit Murugason
Remuneration for Ranjit Murugason was satisfied by the issue of new Ordinary shares as detailed in Note 28.
Non-Executive fees
Fees in connection with the acquisition of Bright Bricks
and closure of Singapore subsidiaries
Fees in connection with fundraise in February 2019
Bright Bricks integration and Singapore company closure fees
2019
£’000
30
-
45
50
125
2018
£’000
20
125
-
50
195
The £100,000 fees in connection with the Bright Bricks Group integration and Singapore company closure fees
were settled by the issue of 153,846 Ordinary shares on 2 April 2019 as detailed in Note 28.
Andrew Smith
As Chief Strategic Officer
As Executive Chairman of Bright Bricks Group
As Managing Director of Brick Live International Limited
2019
£’000
38
36
-
74
2018
£’000
11
17
87
115
Andrew Smith received a further £32,000 for the remainder of the year after his resignation.
Bryan Lawrie
The fees payable to Bryan Lawrie were paid to CFO Partners Limited.
All the Directors are covered by Group’s Directors’ liability insurance policy.
Further information on related party transactions are set out in Note 33.
64
65
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
11. Finance costs
Loan interest
Interest expense on lease liabilities
Other
2019
£’000
185
7
15
207
2018
£’000
8
-
8
Included in loan interest charges are £90,000 of unpaid interest premium costs arising on the renegotiation of
loans in 2019.
12. Taxation
Current tax
UK Corporation tax in respect of current year:
Current taxation
Adjustments in respect of prior years
Total tax (credit) charge for the year
Deferred taxation
Original and reversal of timing differences
Adjustments in respect of prior years
Effect of change in tax laws
Total deferred taxation charge
Tax charge on loss on ordinary activities
Loss on ordinary activities before tax
Loss on ordinary activities at the standard rate of
corporation tax of 19% (2018: 19%)
Effect of:
Tax losses carried forward
Total tax charge for the year
2019
£’000
2018
£’000
-
(86)
(86)
427
-
-
427
341
2019
£’000
(1,844)
(350)
350
-
-
-
-
-
-
-
-
-
2018
£’000
(2,610)
(496)
496
-
13. Earnings per share
The basic earnings per share is calculated by dividing the (loss)/profit attributable to equity shareholders by
the weighted average number of shares in issue during the year. In calculating the diluted earnings per share,
any outstanding share options, warrants and convertible loans are taken into account where the impact of these
is dilutive.
Loss for the year after tax
Loss for the year on continuing operations
Loss for the year on discontinuing operations
2019
£’000
(2,185)
(2,185)
-
2018
£’000
(2,610)
(2,110)
(500)
Weighted average number of shares in issue
70,171,496
55,560,444
Basic and diluted earnings per share on total operations*
Basic and diluted earnings per share on continuing operations*
Basic and diluted earnings per share on discontinued operations*
(3.1p)
(3.1p)
-
(4.7p)
(3.8p)
(0.9p)
Diluted earnings per share in both 2019 and 2018 are the same as basic earnings per share, as there are no
dilutive options in issue during these years.
14. Property, plant and equipment
Group
Cost
Cost at start of year
Additions for year
Acquisition of subsidiary
Reclassification of bricks to inventories
Disposals
Cost at end of year
Depreciation
Cumulative depreciation at start of year
Charge for year
Cumulative depreciation on brick
inventories reclassification
Eliminated on disposal
Cumulative depreciation at end of year
Content
2019
£’000
2018
£’000
Other
Total
2019
£’000
2018
£’000
2019
£’000
2018
£’000
3,801
1,239
-
-
(24)
5,016
389
589
-
(7)
971
912
983
2,529
(623)
-
3,801
121
353
(85)
-
389
152
26
-
-
-
178
13
58
-
-
71
8
5
139
-
-
152
1
12
-
-
13
3,953
1,265
-
-
(24)
5,194
402
647
-
(7)
1,042
920
988
2,668
(623)
-
3,953
122
365
(85)
-
402
Net book value at end of year
4,045
3,412
107
139
4,152
3,551
Net book value at start of year
3,412
791
139
7
3,551
798
The Company had no property, plant and equipment assets in either 2019 or 2018.
66
67
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
15. Right of use Assets
Buildings
Cost
Cost at start of year
Additions for year
Cost at end of year
Depreciation
Cumulative depreciation at start of year
Charge for year
Cumulative depreciation at end of year
Net book value at end of year
Net book value at start of year
16. Intangible assets
Trademarks
Cost
Cost at start of year
Additions for year
Cost at end of year
Amortisation
Cumulative amortisation at start of year
Charge for year
Cumulative amortisation at end of year
Net book value at end of year
Net book value at start of year
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
-
308
308
-
16
16
292
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
55
33
88
5
7
12
76
50
-
55
55
-
5
5
50
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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.
Tournament rights
Tournament rights are the rights to promote European Tour golf events acquired in September 2006. These
intangible assets are carried at cost less amortisation. Amortisation was initially calculated to write off the assets
over their expected useful life of 20 years however, the Directors undertook an impairment review regarding the
value of the Tournament rights in 2018 which resulted in a write down to £nil to reflect the fact that the ongoing
business of the Group is not expected to generate revenues from these rights in the foreseeable future.
17. Investments
Cost
Cost at start of year
Additions in the year
Cost at end of year
Impairment
At start and end of year
Net book value at end of year
Net book value at start of year
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
-
-
-
-
-
-
-
-
-
-
-
-
17,450
-
17,450
8,950
8,500
17,450
-
-
17,450
17,450
17,450
8,950
The carrying value of investments are in respect of Brick Live Group £5,000,000 (2018: £5,000,000), Parallel Live
Group £1,000,000 (2018: £1,000,000), Brick Live Far East Limited £2,950,000 (2018: £2,950,000) and Bright
Bricks Group £8,500,000 (2018: £8,500,000).
18. Goodwill
Cost
Cost at start of year
Additions in the year
Cost at end of year
Impairment
At start and end of year
Net book value at end of year
Net book value at start of year
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
8,888
-
8,888
8,802
86
8,888
4,581
4,581
4,307
4,307
4,307
4,221
-
-
-
-
-
-
-
-
-
-
-
-
In 2018, the £86,000 of goodwill was created on the acquisition of Bright Bricks Group as detailed in Note 30.
The net book value of £4,307,000 (2018: £4,307,000) relates to £2,950,000 (2018: £2,950,000) for the acquisition
by LVCG of BLFE, £1,271,000 (2018: £1,271,000) for the acquisition of Parallel Live Group and £86,000 (2018:
£86,000) for the acquisition of Bright Bricks Group. A formal impairment review has been carried out on these
carrying values and the Directors have determined that no impairment was required. Goodwill arising on the
reverse acquisition of LVCG by Brick Live Group of £4,581,000 was fully impaired in the year ended 31 December
2017.
68
69
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
Parallel Live Group
The recoverable amount of the Parallel Live Group (“PLG”) division as a cash-generating unit is determined based
on a discounted cash flow calculation which uses cash flow projections based on financial budgets approved by
the Directors covering a five-year period, and a discount rate of 9% (2018:5% per annum).
At the balance sheet date, the Group expects growth rate to be high in the next five years and then a steady
growth rate of 10% is estimated by the Directors of the Company based on their expectations of market
development. Should there be no activity in PLG, that would reduce the headroom in the cash-generating
unit to nil and would result in an impairment charge.
Following the year end and the outbreak of COVID-19, the Directors are uncertain of future cashflows and an
updated discounted cash flow calculation has been produced. This has the impact of reducing the value of the
goodwill after the balance sheet date by £375,000.
Bright Bricks Group
The recoverable amount of the Bright Bricks Group goodwill is a separate but integral part of the Brick Live Group,
enabling it to both produce and sell brick-based content. The production of Content is projected to continue for the
foreseeable future.
Should there be no production in Bright Bricks Group, that would reduce the new Content available and would
result in an impairment charge.
Following the year end and the outbreak of COVID-19, the Directors are uncertain of future cashflows and an
updated discounted cash flow calculation has been produced. This has the impact of reducing the value of the
goodwill after the balance sheet date by £86,000.
Brick Live Far East Limited
The recoverable amount of the Brick Live Far East Limited (“BLFE”) investment as a cash generating unit is
determined based on a discounted cash flow calculation for activities in China covering a five-year period, and a
discount rate of 9% per annum (2018:9% per annum).
At the balance sheet date, the Group expects growth rate to be high in the next five years and then a steady
growth rate of 10% is estimated by the Directors of the Company based on their expectations of market
development. Should there be no activity in China, that would reduce the headroom in the cash-generating
unit to nil and would result in an impairment charge.
Following the year end and the outbreak of COVID-19, the Directors are uncertain of future cashflows and an
updated discounted cash flow calculation has been produced. This has the impact of reducing the value of the
goodwill after the balance sheet date by £2,950,000.
19. Investments in Associates and Joint Ventures
Cost
Cost at start of year
Additions in the year
Cost at end of year
Impairment
At start of year
Impairment in the year
At end of year
Net book value at end of year
Net book value at start of year
70
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
111
86
197
111
-
111
86
-
111
-
111
-
111
111
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
In July 2017, BLFE entered into a long-term agreement with Fortune Access, to create a limited liability
foreign enterprise company in China called BRICKLIVE China. BLFE agreed to invest 980,000 RMB (approximately
£111,000) for a 49% shareholding in BRICKLIVE China.
Based on the performance in the year ended 31 December 2018 the investment in the associate was impaired by
£111,000.
At 31 December 2019, the share of the Associate’s net profits amounted to £86,000 which was added to the
carrying value of the investment. At that date, no impairment was considered necessary but following the post
balance sheet COVID-19 outbreak, the Directors completed a further impairment review and concluded that the
value should be fully impaired as set out in Note 36.
The results of the Associate in the year are:
Revenue
Profit / (loss) before tax
Taxation
Profit / (loss) after tax
Other comprehensive income
Total comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
2019
£’000
1,819
220
(17)
203
-
203
573
1,317
(1,549)
-
341
2018
£’000
1,229
(5)
(1)
(6)
-
(6)
267
1,438
(1,567)
-
138
Parallel Three Six Zero Inc
In September 2018, Parallel Live Group signed a joint venture agreement with US-based company Three Six Zero,
forming the new company Parallel Three Six Zero Inc. It has been granted exclusive rights by Parallel Live Group
to promote BRICKLIVE events in North America and Canada with Brick Live International Limited as its content
provider.
Trading in the Joint Venture commenced in January 2019. The Group accounts for the Joint Venture under the
equity method of accounting.
The results of the Joint Venture in the year are:
2019
£’000
2018
£’000
Revenue
Loss before tax
Taxation
Loss after tax
Other comprehensive income
Total comprehensive income
Current assets
Non-current assets
Current liabilities
Non-current liabilities
113
(26)
-
(26)
-
(26)
-
-
(26)
-
(26)
-
-
-
-
-
-
-
-
-
-
-
BRICKLIVE (South Africa) Limited
In November 2019, Brick Live International Limited signed an agreement with WORLDSPORT (PTY) Limited
(“WSL”), a company incorporated in South Africa, to create BRICKLIVE (South Africa) Limited to be owned 50.1%
by BLI and 49.9% by WSL. Trading is yet to commence.
71
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
20. Inventories
Inventories of bricks
Work in progress
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
6,100
152
6,252
6,491
-
6,491
-
-
-
-
-
-
Included in inventories is £5,323,000 (2018: £5,838,000) of stock acquired on acquisition of Bright Bricks Group
and included at fair value.
21. Trade and other receivables – current assets
The loan balance comprises the original loan facility of £695,000 and a new loan drawn down in December 2019
of £300,000.
The Company has agreed with Riverfort to extend the maturity date of the original loan facility from December
2019 to June 2021. The new loan is repayable in monthly payments commencing in August 2020 and ending in
December 2020.
Both loans carry interest which is charged at a flat rate of 9% per annum on the amount advanced. Interest and
fees will be repayable in monthly instalments in line with the capital repayments.
The loans are secured over the assets of the Group. The security created is subordinated to any security granted
by a bank or financial institution. The Company’s subsidiary, Brick Live International Limited, has guaranteed the
Company’s obligations under the loan.
Trade receivables
Amounts owed by subsidiaries
Other receivables
Prepayments and accrued income
Trade and other receivables – non current assets
Other receivables
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
455
-
265
88
808
512
-
77
103
692
-
2,512
9
-
2,521
-
2,500
-
10
2,510
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
2,000
2,000
-
-
2,000
2,000
-
-
Included in non current assets in other receivables is the Equity Share Agreement (ESA) debtor as set out in
Note 34.
At 31 December 2019, apart from the ESA, all amounts included under trade and other receivables are due within
one year. The Group has not recognised an allowance against trade receivables as there has not been a significant
change in credit quality.
Amounts owed by subsidiaries are considered interest free and repayable on demand.
22. Cash and cash equivalents
Cash at bank
23. Borrowings
Loan due within one year
Loan due after one year
72
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
98
120
119
2
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
532
463
995
1,000
-
1,000
532
463
995
1,000
-
1,000
24. Trade and other payables
Trade payables
Amounts owed to subsidiaries
Other payables
Other taxation and social security
Accruals and deferred income
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
720
-
210
687
947
2,564
1,134
-
1,171
307
849
3,461
198
66
83
10
291
648
514
40
965
-
144
1,663
Amounts owed to subsidiaries are unsecured, interest free and repayable on demand.
25. Financial risks
The Group and Company operations expose them to a number of financial risks. The Directors aim to protect the
Group and Company against the potential adverse effects of these financial risks.
Financial assets
Financial assets include cash and trade and other receivables, excluding prepayments.
These amounts, where appropriate, have been shown separately on the face of the Statement of Financial
Position. Funds not immediately required for the Group and Company’s operations are invested in bank deposits.
It is the Directors’ opinion that the carrying values of cash, trade receivables and investments approximate to their
fair values.
Financial liabilities
Financial liabilities include current and non-current borrowings and trade and other payables (excluding taxation
and social security and deferred income).
All amounts are carried at amortised cost. These amounts have been disclosed in the notes to the financial
statements. It is the Directors’ opinion that the carrying values of financial liabilities approximate to their
fair-value.
Liquidity risk
The Group and Company’s surplus liquid resources are maintained on short-term interest-bearing deposits.
The Group and Company plans to continue to meet operating and other loan commitments as they fall due.
Liquidity risk is managed through cash flow forecasts and regular planning.
73
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
Set out below are liquidity risk comparative tables as at 31 December 2019 and 31 December 2018.
The trade and other receivables above exclude prepayments and accrued income.
Remaining contractual maturities year ended 31 December 2019
Group
Bank loans and borrowings
Trade and other payables
Lease liabilities
Company
Bank loans and borrowings
Trade and other payables
Within
3 Months
£’000
-
930
20
950
Within
3 Months
£’000
-
347
347
>3 months
< 1 year
£’000
> one year
< 5 years
£’000
Total carrying
amount
£’000
532
-
59
591
463
-
223
686
995
930
302
2,227
>3 months
< 1 year
£’000
> one year
< 5 years
£’000
Total carrying
amount
£’000
532
-
532
463
-
463
995
347
1,342
Remaining contractual maturities year ended 31 December 2018
Group
Bank loans and borrowings
Trade and other payables
Company
Bank loans and borrowings
Trade and other payables
Within
3 Months
£’000
-
1,687
1,687
Within
3 Months
£’000
-
825
825
>3 months
< 1 year
£’000
1,000
833
1,833
>3 months
< 1 year
£’000
1,000
833
1,833
> one year
< 5 years
£’000
Total carrying
amount
£’000
-
-
-
1,000
2,520
3,520
> one year
< 5 years
£’000
Total carrying
amount
£’000
-
-
-
1,000
1,658
2,658
The trade and other payables above exclude taxation and accruals and deferred income.
Credit Risk
Financial assets past due but not impaired as at 31 December 2019:
Group: Trade and other receivables
Company: Trade and other receivables
Not impaired
and not past due
Not impaired but past due
by the following amounts
£’000
2,721
4,521
>30 days
£’000
-
-
>60 days
£’000
>90 days
£’000
>120 days
£’000
-
-
-
-
-
-
Financial assets past due but not impaired as at 31 December 2018:
Not impaired
and not past due
Not impaired but past due
by the following amounts
£’000
589
-
>30 days
£’000
-
-
>60 days
£’000
>90 days
£’000
>120 days
£’000
-
-
-
-
-
-
Group: Trade and other receivables
Company: Trade and other receivables
74
Group trade and other receivables excluding prepayments and accrued income as at 31 December 2019 were
£2,721,000 (2018: £589,000), all of which are not impaired. All remaining trade and other receivables as at 31
December 2019 are collected and/or collectable and are considered of low credit risk. All bank deposits are
maintained in the United Kingdom and are low credit risk.
Market risk
a. Interest rate risk
The Group had two loans provided by Riverfort at the year end (2018: one). The interest rate is fixed and the loans
are repayable within two years. This risk is therefore considered to be insignificant.
b. Foreign currency risk
Although the Company is based in the United Kingdom, a significant part of the Group’s and Company’s operations
are overseas, and the operating or functional currency of a large part of the global business is in US Dollars or
Euros. As a result, the Group’s sterling accounts can be affected by movements in the US Dollar/Sterling and the
Euro/Sterling exchange rates.
The foreign assets and liabilities of the Group and Company are closely matched as at 31 December 2019. The
table below sets out the carrying amounts of assets and liabilities for the Group in their presentational currency
(i.e. Sterling) and a total impact for each 10% fluctuation in exchange rates. Based on the carrying amounts of
foreign assets and liabilities as at 31 December 2019, for each 10% fluctuation in exchange rates, net assets are
expected to be impacted by £6,000 (2018: £30,000)
Year ended 31 December 2019
Carrying amount (sterling equivalent)
Financial assets
Cash
Trade and other receivables
Financial liabilities
Borrowings
Trade payables
Other payables
Lease liabilities
Other taxation and social security
Accruals and deferred income
£
‘000
$
‘000
€
‘000
Total
£‘000
(-10%)
£‘000
10%
£‘000
Forex Risk
74
2,559
2,633
995
512
210
303
687
947
3,654
1
62
63
23
186
209
98
2,807
2,905
-
164
-
-
-
-
164
-
44
-
-
-
-
44
995
720
210
303
687
947
3,862
2
25
27
-
(21)
-
-
-
-
(21)
(2)
(25)
(27)
-
21
-
-
-
-
21
Net Impact
6
(6)
75
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
Year ended 31 December 2018
Carrying amount (sterling equivalent)
Financial assets
Cash
Trade and other receivables
Financial liabilities
Borrowings
Trade payables
Other payables
Other taxation and social security
Accruals and deferred income
Net Impact
26. Lease liabilities
Current
Non-current
£
‘000
$
‘000
€
‘000
Total
£‘000
(-10%)
£‘000
10%
£‘000
Forex Risk
61
229
290
1,000
826
1,132
346
521
3,825
36
260
296
-
267
-
-
328
595
23
23
46
-
41
-
-
-
41
120
512
632
1,000
1,134
1,132
346
849
4,461
6
28
34
-
(31)
-
-
(33)
(64)
(6)
(28)
(34)
-
31
-
-
33
64
30
(30)
Group
2018
£’000
Company
2019
£’000
2018
£’000
-
-
-
-
-
-
-
-
-
2019
£’000
79
224
303
Following adoption of IFRS 16, a right to use asset, being the present value of the operating lease payments over
the remaining life of the lease, has been recognised. The right to use assets and corresponding lease liability have
been calculated using a discount rate of 9%. The depreciation of the assets and interest charge are recognised in
the Statement of Comprehensive Income in the year and the buildings maturity analysis of lease commitments at
31 December 2019 is detailed below.
Lease payments relate to leases of property. The Group does not have an option to purchase the leased property
at the expiry of the lease period.
Payments recognised as an expense
Minimum lease payments
Lease depreciation
Interest
Non-cancellable lease commitments
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
27. Deferred tax
At start of year
Charged to profit or loss
At end of year
76
2019
£’000
-
16
7
2019
£’000
80
298
-
378
2019
£’000
123
427
550
2018
£’000
37
-
-
2018
£’000
83
90
-
173
2018
£’000
123
-
123
Due to the availability of UK tax losses, subject to agreement with the HMRC, there is an estimated deferred tax
asset of £2,382,000 (2018: £1,948,000). This is not recognised due to the uncertainty of the timing of future
taxable profits against which these losses could be utilised.
28. Share capital
The issued share capital is set out in the table below:
2019
2018
No. of shares
£’000
No. of shares
£’000
Issued and fully paid
Ordinary shares of 1p
Deferred shares of 51.8p
Deferred Ordinary shares of 0.5p
Deferred B shares of £19.60
Total
79,500,419
2,047,523
199,831,545
103,260
795
1,061
999
2,024
4,879
67,094,595
2,047,523
199,831,545
103,260
671
1,060
999
2,024
4,754
The changes in the year to 1p Ordinary shares, relating to the various capital transactions during the year were as follows:
2019
2018
No. of shares
£’000
No. of shares
£’000
Ordinary shares of 1p
At start of year
Share placing January 2018
Share placing April 2018
Consideration for acquisition of Bright Bricks
Share placing October 2018
Settlement of Ranjit Murugason outstanding fees
Settlement of consultant fees
Share placing February 2019
Settlement of Ranjit Murugason outstanding fees
Share subscription May 2019
Settlement of Ranjit Murugason outstanding fees
Share subscription August 2019
Share placing November 2019
Share subscription (ESA) December 2019
At end of year
67,094,595
-
-
-
-
-
-
2,084,616
69,230
1,038,457
153,846
46,152
2,346,856
6,666,667
79,500,419
671
-
-
-
-
-
-
21
1
10
2
-
23
67
795
48,207,793
4,571,425
1,000,000
8,461,536
4,615,381
192,307
46,153
-
-
-
-
-
-
-
67,094,595
482
46
10
85
46
2
-
-
-
-
-
-
-
-
671
The number of additional shares authorised for issue is 25,947,917 (2018: 26,996,800).
Deferred shares
The Company has 2,047,523 Deferred shares of 51.8p each and 199,831,545 Deferred Ordinary shares of 0.5p
each (together the “Deferred shares”) in issue. The Company also has 103,260 Deferred B shares in issue.
The Deferred shares have the following rights and restrictions. They shall:
a. Not entitle their holders to receive any dividend or other distribution;
b. Not entitle their holders to receive notice of or to attend, speak or vote at any General Meeting of the Company
by virtue of or in respect of their holding of such Deferred shares and;
c. Entitle their holders on a return of assets on a winding-up of the Company or otherwise only to the repayment
of the capital paid up on such Deferred shares and only after repayment of the capital paid up on each Ordinary
share in the capital of the Company and the payment of a further £100,000 on each such Ordinary share.
The holders of the Deferred shares shall not be entitled to any further participation in the assets or profits of the
Company. Notwithstanding any other provision of these Articles and unless specifically required by the provisions
of the Act, the Company shall not be required to issue any certificates in respect of the Deferred shares.
The Company shall have irrevocable authority at any time:
a. to appoint a person on behalf of any holder of Deferred shares to enter into an agreement to transfer, and to
execute a transfer of, the Deferred shares, for no consideration, to such person (whether or not an officer of the
Company) as the Directors may determine as the custodian thereof;
77
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C
R
E
P
O
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0
2
G
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N
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N
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E
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0
3
F
N
A
N
C
A
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
b. to purchase all the Deferred shares then in issue in consideration of an aggregate payment of one penny for
all of such shares then redeemed and upon giving 28 days’ prior notice to the holders of Deferred shares as to
be redeemed fixing a time and place for redemption; and
c. in the event of any transfer, purchase or redemption to retain any share certificate relating to such shares. If
any Deferred shares are purchased or redeemed as aforesaid, the relevant amount of authorised but unissued
share capital arising may be redesignated by the Directors as Ordinary share capital.
Neither the passing by the Company of any special resolution for the cancellation of the Deferred shares for no
consideration by means of a reduction of capital requiring the confirmation of the Court nor the obtaining by the
Company nor the making by the Court of any Order confirming any such 103 reduction of capital nor the becoming
effective of any such Order shall constitute a variation, modification or abrogation of the rights attaching to the
Deferred shares and accordingly the Deferred shares may at any time be cancelled for no consideration by means
of a reduction of capital effected in accordance with the Act without sanction or consent on the part of the holders
of the Deferred shares.
29. Share premium
At start of year
Premium arising on issue of equity shares
Debt to share conversion
Share issue costs
At end of year
30. Acquisitions
The Company made no acquisitions in 2019.
2019
£’000
18,470
3,932
1,181
(103)
23,480
2018
£’000
13,695
4,848
153
(226)
18,470
The Company purchased the whole of the issued share capital of Bright Bricks Holdings Limited in October 2018,
the asset values of which were as follows:
Book value of
assets acquired
£’000
Fair value
adjustments
£’000
Fair Value of
assets acquired
£’000
Tangible assets
Stock of bricks
Cash and cash equivalents
Other assets and liabilities
Goodwill
Total consideration
Satisfied by:
Cash
Deferred consideration
Equity instruments (8,461,536 Ordinary shares
of parent Company)
31. Share option reserve
At start of year
Share option charge
Warrant charge
At end of year
1,488
882
43
(176)
-
2,237
1,180
4,997
-
-
-
6,177
2019
£’000
-
167
51
218
2,668
5,879
43
(176)
86
8,500
2,167
833
5,500
8,500
2018
£’000
-
-
-
-
The Group adopted a share option scheme on 2 April 2019 for certain directors and senior management. Options
are generally exercisable at a price equal to the market price of the Plc shares on the day immediately prior to the
date of the grant. Options are forfeited if the employee leaves the Group before the options vest.
The Share Option Plan provides for the grant of both tax-approved Enterprise Management Incentives (EMI)
Options and unapproved options.
Options issued in April 2019
The Group issued 3,086,346 options to certain Directors and senior management. The options are exercisable at a
price of £0.65 per share and will become exercisable on the third anniversary of their grant. They can be exercised
at any time from this date to the day before the tenth anniversary of their grant and are not subject to a
performance condition.
The inputs into the share option pricing model for the options granted in April 2019 are as follows:
Weighted average exercise price
Expected volatility
Expected life
Risk free interest rate
Expected dividends
£0.65
63%
3 years
1.6%
0%
The volatility of the Company’s share price on the date of grant was calculated as the average of annualised
standard deviations of daily continuously compounded returns on the stock of closely comparable companies.
The charge for the year ended 31 December 2019 for the options issued in April 2019 totals £166,663 (2018: £nil).
Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Exercised during the year
Outstanding at the end of the year
2019
Weighted
average exercise
price (p)
2018
Weighted
average exercise
price (p)
Number
-
65
-
-
65
-
-
-
-
-
-
-
-
-
-
Number
-
3,086,346
-
-
3,086,346
Warrants
Share warrants were issued during the year. They have a weighted average exercise price of 74.66p (2018: 81.25p)
Share warrants
Investor (exercisable up to 17 October 2022)
Investor (exercisable up to 16 December 2023)
Adviser (exercisable up to 25 February 2021)
31 December
2019
Number
Exercise
price (p)
31 December
2018
Number
Exercise
price (p)
356,923
232,018
50,000
38.79p*
38.79p
80.00p
356,923
-
-
81.25p
-
-
*On 16 December 2019, the existing Investor warrants were repriced to 38.79p and exercise period extended from
3 years to 4 years from date of issue.
3,903,840 warrants were issued to investors as part of an equity raise and are therefore outside the scope of IFRS
2 and consequently there is no share-based payment charge in respect of these warrants.
The inputs into the warrant pricing model for the warrants issued are as follows:
Weighted average exercise price
Expected volatility
Expected life
Risk free interest rate
Expected dividends
October 2018
£0.3879
75.53%
4 years
2.05%
0%
February 2019
£0.8000
67.51%
3 years
2.1%
0%
December 2019
£0.3879
67.51%
3 years
2.1%
0%
The charge for the year ended 31 December 2019 for the warrants in issue totals £51,122 (2018: £nil).
78
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
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G
C
R
E
P
O
R
T
I
0
2
G
O
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E
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N
A
N
C
E
I
0
3
F
N
A
N
C
A
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
32. Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern,
so that it can continue to provide returns to shareholders and benefits for other stakeholders. The Group had net
assets of £13.7m at 31 December 2019 (2018: £10.6m). The Group’s capital management strategy is to retain
sufficient working capital for day to day operating requirements and to ensure sufficient funding is available to
meet commitments as they fall due and to support growth. There are no externally imposed capital requirements.
Loan facility
Total Debt
Cash
Net (debt)/funds
2019
£’000
(995)
(995)
98
(897)
2018
£’000
(1,000)
(1,000)
120
(880)
In order to maintain or adjust the capital structure the Group may issue new shares or sell assets to reduce debt.
33. Related party transactions
Details of the Directors’ remuneration and consultancy fees are disclosed in Note 10 and share options granted to
Directors are disclosed in the Directors Report.
David Ciclitira
David Ciclitira injected funds into the Company during the year as follows:
Purchase of 400,000 Ordinary shares of 1p each
Purchase of Venturi Formula E Car*
Short term loans to Company
2019
£’000
260
25
-
285
2018
£’000
-
-
344
344
*It was agreed that David Ciclitira would pay for the brick and steel costs associated with the Formula E car plus
a 5% mark up. The car was built when there was available capacity in the production programme so ensuring the
build did not affect the production of other tours or models. The total cost of the car including the sunk costs for
labour and share of overheads amounted to £66,000.
As announced on 17 June 2019, David Ciclitira purchased another 20,000 Ordinary shares of 1p each on the open
market. 13,000 were purchased at 53.5p per share and 7,000 at 53.9p per share.
As set out in Note 36, on 15 April 2020, David Ciclitira provided a loan to the Company of £500,000.
David Ciclitira received payments during the year as set out below:
Business expenses and healthcare costs
Rental arrangements (London and Italy) ceased 30 September
2019 (ref: RNS 30 September 2019)
Finance arrangement fee (ref: 2018 Accounts)
Repayment of short-term loans made by David Ciclitira to LVCG
interest free (ref: 2018 Accounts)
Settlement of James Golf creditors (ref: Admission Document)
2019
£’000
26
33
-
126
123
308
2018
£’000
23
55
20
218
-
316
Hyun Seok (Reon) Kim
As announced in August 2019, a contract was entered into with BRICKLIVE Korea, a company wholly owned
by Mr Kim. Under the Agreement, the Group will provide one of the Group’s popular touring assets each year
to BRICKLIVE Korea to be exhibited in South Korea, with the first touring show being Mythical Beasts which
will be exhibited until the end of August 2020. In respect of each tour, the Group will receive an upfront fee of
US$300,000 per annum.
Simon Horgan
As part of the acquisition of Bright Bricks Group in October 2018, Simon Horgan received cash consideration
of £833,333 and equity consideration of 3,076,922 Ordinary 1p shares in the Company. A further £166,667 of
deferred consideration was due in October 2019. As announced on 25 November 2019, the deferred consideration
was converted into 387,788 Ordinary shares of 1p. Furthermore, on 25 November 2019, non-executive director
fees of £30,000 was converted into 53,030 Ordinary shares of 1p.
Unpaid balances due to related parties at 31 December
David Ciclitira
Serenella Ciclitira
Ranjit Murugason
Bryan Lawrie
Trudy Norris-Grey
Mark Freebairn
Simon Horgan
2019
£’000
7
-
30
12
18
5
-
72
2018
£’000
-
43
50
9
3
-
170
275
34. Equity Share Arrangement
As announced on 16 December 2019, the Company entered into a subscription agreement with YA II PN, Ltd.
(“YA II”) and Riverfort Global Opportunities PCC Limited (the Investors) whereby the Investors agreed to make
an equity investment of £2m, before expenses ,through the subscription for, and issue of 6,666,667 new Ordinary
shares of 1 pence each in the capital of the Company at a price of 30p per share. Under an equity sharing
agreement also entered into by the Company with the Investors (the “ESA”), an amount equal to the gross
proceeds of the Subscription following its completion, will then be returned by the Company to the Investors
(the “ESA Payment”), with the Company to receive back the ESA Payment, subject to certain pricing adjustments
on a pro rata monthly basis.
Under the terms of the ESA, the Company will set off any amounts owed by the relevant Investor to the Company
towards repayment of any amount of principal, or interest or other amount owed by the Company to the Investor.
The ESA provides for a monthly payment made by the Investors to the Company, being the Subscription Amount
divided by 12 (the “Monthly Settlement”). The Monthly Settlement may be adjusted downwards each month
depending on the Company’s share price performance with reference to the average of the ten lowest daily
volume weighed average price (“VWAP”) of the Ordinary shares during the relevant month (the “Market Price”)
against a benchmark price of 34.2 pence (the “Benchmark Price”), being equal to 114% of the Subscription Price.
The Monthly Settlement will principally be used to repay the Company’s borrowings.
The Monthly Settlement is then calculated as follows:
• If the Market Price is equal to the Benchmark Price, the Investors shall pay the Company the Monthly
Settlements
• If the Market Price is above the Benchmark Price, the Investor shall pay the Company an increased amount
based on the following calculation:
Monthly Settlement + (555,556 Ordinary Shares x (Market Price - Benchmark Price) x Applicable Percentage))
The “Applicable Percentage” is 60% whilst the Company has only drawn down £300,000 under the New Facility.
In the event further funds are drawn down under the New Facility, the Applicable Percentage will be 50%.
80
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A
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E
G
C
R
E
P
O
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I
0
2
G
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N
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E
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0
3
F
N
A
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A
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
If the Market Price is below the Benchmark Price, the Investor will pay the Company a reduced amount based on
the following calculation:
The following 100% owned subsidiaries incorporated in the UK were dissolved in the year:
Monthly Settlement - (555,556 Ordinary Shares x (Benchmark Price - Market Price))
The final Monthly Settlement will be calculated based on 555,551 Ordinary Shares.
Under the terms of the ESA, the Investors will not sell more than 20% of the volume traded in the Company
Shares in any particular month, however this may increase to 25% of the volume traded if trading liquidity is low
and it does not allow for full monthly exit.
In addition, the Company may, at its sole discretion, elect to either buy back and/or procure the sale of the
Subscription Shares held by the Investors at any given time, subject to certain pricing/discount limitations.
On 15 April 2020, the Company and the Investors have agreed, as a result of the recent market disruption caused
by COVID-19 to suspend the ESA and any payment obligations of the Investors to the Company pursuant to the
ESA with effect from 25 March 2020.
Recommencement of the ESA and the associated payment obligations will occur when both the Company and
Investors agree to restart monthly settlements. Going forward, the Investors will be able to decrease the amount
of the monthly settlement and thereby increase the term of the ESA by one month at their discretion.
At 31 December 2019, the amount owed to the Company was £2m.
The Directors have carried out an impairment review of this debtor and considered that no impairment is required.
35. Subsidiaries
At 31 December 2019, the Company had the following (direct and indirect) subsidiaries:
Held directly
Brick Live Group Limited
BrickLive Touring Ltd
Company
number
10151705
11253539
Place of
incorporation
UK
UK
%
owned
100%
100%
Parallel Live Group Limited
09932658
UK
100%
Bright Bricks 2020 Limited
Championship (Singapore) Pte Limited
Parallel Media Group Asia
12333294
201427355K
201131009R
UK
Singapore
Singapore
100%
95%
100%
Held indirectly
Brick Live International Limited
10257756
UK
100%
Brick Live Far East Limited
Brick Live Hong Kong Limited
10308158
2460469
UK
Hong Kong
100%
100%
Brick Live Far East Limited
2460460
Hong Kong
100%
Parallel Live (NY) LLC
6339763
USA
100%
Bright Bricks Limited
07227540
Bright Bricks Consumer Limited
10653625
UK
UK
100%
100%
82
Principal activities
Holding Company
Formerly touring events in
Asia but now dormant
Holding Company
US activities
Dormant
Dormant
Dormant
Sales of products,
licensed events and zoos
Dormant
Dormant and
subsequently dissolved
in 2020
Owner of Associate
investment in China
Formerly self-promoted
events in USA but now
dormant
Specialist production
company
Dormant
Held directly
Bright Bricks (Worldwide) Limited
Bright Bricks Holdings Limited
Held indirectly
Brick Live Education Limited
Parallel Live (NY) Limited
Bright Bricks Events Limited
Bright Bricks Parties Ltd
Warriorbots Limited
Brick Live Hong Kong Limited was dissolved in early 2020.
36. Post balance sheet events
Loan from David Ciclitira
To show his support for the Company during these unprecedented times, on 15 April 2020, David Ciclitira,
provided a secured term loan of £500,000 to Brick Live International Limited, the Company’s wholly owned
subsidiary. The Loan has been made on standard commercial terms. The Loan is repayable, in full, in a final bullet
payment on 15 March 2021 and will incur interest at a rate of 16.2% per annum, payable monthly in advance.
In the event of a default event occurring, a further 2% will be charged on top of the annual interest rate. Under the
terms of the Loan, the Company will pay David Ciclitira an arrangement fee of £25,000 and his legal expenses in
respect of the Loan of up to £25,000 plus VAT.
The Loan is secured on the assets of Brick Live International Limited and this security is subordinated to the
security granted by Brick Live International Limited in favour of the Riverfort loan facilities made available to the
Company as detailed in the announcement of 16 December 2019 and in Note 23.
EIS status
On 14 January 2020, the Company received confirmation from HM Revenue & Customs that certain of the
Ordinary Shares issued pursuant to the placing in February 2019 were eligible for EIS tax reliefs.
On 2 April 2020, the Company received Advanced EIS Assurance confirmation from HM Revenue & Customs.
The Company can qualify for future EIS investment, provided the activities are unchanged, new funds are only
used for the same new market, and the group is still within all the various size limits for EIS. Any change to group
structure, the activities, an acquisition etc can affect the ability to meet the EIS conditions in the future.
Non-Executive Director Fees
On 17 January 2020, the Company issued Ordinary shares of 1p in settlement of certain Non-Executive Director
fees as follows:
Ranjit Murugason
Mark Freebairn
No. of shares
100,000
16,667
Share
price
30p
30p
£’000
30
5
35
83
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
0
1
S
T
R
A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
V
E
R
N
A
N
C
E
I
0
3
F
N
A
N
C
A
L
S
I
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2019
Extension of existing loan facility
On 28 February 2020, the Company agreed with Riverfort to extend the maturity date of the original facility from
December 2019 to June 2021. The principal, interest and fees will be repayable in nine equal monthly instalments
with the first payment being made in October 2020 and the final payment to be made in June 2021.
Equity Sharing Agreement
On 28 February 2020, the Company and the Investor agreed to amend the terms of the ESA, such that the
Subscription Amount as detailed in Note 34, will now be received over a period of 36 months commencing in
March 2020, as opposed to over a period of 12 months.
On 15 April 2020, the Company and the Investors further agreed, as a result of the recent market disruption
caused by COVID-19 to suspend the ESA and any payment obligations of the Investors to the Company pursuant
to the ESA with effect from 25 March 2020.
Recommencement of the ESA and the associated payment obligations will occur when both the Company and
Investors agree to restart monthly settlements. Going forward, the Investors will be able to decrease the amount
of the monthly settlement and thereby increase the term of the ESA by one month at their discretion.
The Monthly Settlement will continue to be calculated on the same basis as set out above, though as set out
below, the number of Ordinary Shares used in the calculation has been reduced:
If the Market Price is equal to the Benchmark Price, the Investors shall pay the Company the Monthly Settlements.
If the Market Price is above the Benchmark Price, the Investors shall pay the Company an increased amount based
on the following calculation:
• Monthly Settlement + (185,187 Ordinary Shares x (Market Price - Benchmark Price) x Applicable Percentage))
If the Market Price is below the Benchmark Price, the Investors will pay the Company a reduced amount based on
the following calculation:
• Monthly Settlement - (185,187 Ordinary Shares x (Benchmark Price - Market Price))
The final Monthly Settlement will be calculated based on 185,122 Ordinary Shares.
COVID-19
In accordance with IAS 10 ‘Events after the Reporting Period’ the COVID-19 pandemic, and in particular the various
measures taken to contain it, do not provide additional evidence about conditions that existed at 31 December
2019. Accordingly, COVID-19 is considered to be a non-adjusting event and the Directors have not made any
adjustments to these consolidated financial statements arising from COVID-19.
However, post year end, the Directors have further considered the carrying value of goodwill and investments and
have determined the following adjustments will be required in 2020:
Reduction of asset value
Brick Live Far East
Parallel Live Group
Bright Bricks Group
Net assets 31 December 2019
Net assets COVID-19 adjusted
Group
£’000
3,036
375
86
3,497
13,659
10,162
Company
£’000
3,036
104
8,423
11,563
20,446
8,883
84
85
LIVE COMPANY GROUP PLC ANNUAL REPORT 2019LIVE COMPANY GROUP PLC ANNUAL REPORT 2019
ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2019
Registered Number 00630968