ANNUAL REPORT FOR THE YEAR ENDED
31 DECEMBER 2020
Registered Number 00630968
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020 ANNUAL REPORT FOR THE YEAR
ENDED 31 DECEMBER 2020
Live Company Group plc (“LVCG”, the “Company” or the “Group”)
is a live events and entertainment Company, founded by
David Ciclitira in December 2017.
The Company was admitted to trading on AIM in December 2017,
following the reverse acquisition of Brick Live Group and Parallel
Live Group by LVCG.
The Group is a network of partner-driven fan-based shows using
BRICKLIVE created content worldwide. The Company owns the
rights to BRICKLIVE - an interactive experience built around the
creative ethos of the world’s most popular construction toy bricks.
BRICKLIVE, which is fast becoming a leading children’s education
and entertainment brand, actively encourages all to learn, build and
play, and provides inspirational events and shows where like-mind-
ed fans can push the boundaries of their creativity. Bright Bricks is
the Group’s production centre for building brick-based models.
The Group is an independent producer of BRICKLIVE events and is
not associated with the LEGO Group.
This document contains inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) No 596/2014.
TM
CONTENTS
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Directors And Advisers
Chairman’s Statement
Strategic Report
Finance Director’s Report
Corporate Governance Report
Directors’ Report
Section 172(1) Statement
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 Statement Of Cash Flows
Notes Forming Part Of The Consolidated Financial Statements
333
Visit Live Company Group plc online:
www.livecompanygroup.com
for the latest news, reports,
releases and info
@livecompanygroup
BRICKLIVE Supersized, Marwell Zoo, 2020
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020 Directors
David Ciclitira (Chairman)
Serenella Ciclitira
Ranjit Murugason
Bryan Lawrie
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
Building 3,
566 Chiswick High Road,
London W4 5YA
Broker
ETX. (Monecor)
One Broadgate
London
EC2M 2QS
Auditor
Moore Kingston Smith LLP
Devonshire House
60 Goswell Road
London
EC1M 7AD
Solicitor
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 Group
10th Floor, Central Square
29 Wellington Street
Leeds
LS1 4DL
Cape Town Cycle Tour 2019
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
CHAIRMAN'S STATEMENT
David Ciclitira
Chairman
The year was extremely challenging due to the impact
of COVID-19 but ended on a high note with the creation
of a new division, Live Company Sports and
Entertainment.
BRICKLIVE
In 2020, our business was severely impacted by
continued COVID-19 restrictions. In Q1 we announced
contracted revenues of £3.3million for 2020 with
32 events already planned and further 50 events
budgeted for the year and £1.1million contracted
revenue for 2021. However, and in line with other
businesses in the sector, we took the decision to
withdraw forecasts as we entered into the first
lockdown in March 2020. Q2 and Q3 were difficult
quarters but our customers stuck by us and only one
event out of 24 that were scheduled for 2020 was
cancelled, the rest being postponed to 2021/2022.
As a consequence of the uncertainty created by
COVID-19, particularly in China, we have impaired the
value of our investments and associated goodwill
in relation to Brick Live Far East Limited and the
operations of our joint venture Brick Live CED (Beijing)
Company Limited, however I am confident the wider
China market will continue to represent a significant
opportunity for the Group.
In September 2020 we announced the first contract
for Paddington Bear (an IP we signed in Q1 2020) with
the White Rose Shopping Centre in Leeds which took
place during Christmas 2020.
In November 2020 Bricklive Animal Paradise opened
at Naples Zoo in Florida delivering on our strategy
of maximising asset utilisation during the Northern
Hemisphere winter months by targeting the Southern
Hemisphere or sunshine states.
In addition as part of our COVID-19 survival strategy
we sold part of our brick stock, which was not needed
for current or planned builds, representing 6% of our
total stock.
During the year we also saw an increased demand
in consumer sets and corporate builds including a
bespoke set for a video game producer.
Although the UK is projected to cancel all COVID-19
restrictions in July 2021, the rest of the world, with
the exception of the USA and China is unlikely to see
business confidence return before Q1 2022.
Trading has remained extremely difficult thus far in
2021 with COVID-19 restrictions limiting the number
and size of events and as a result the Group has
continued to make losses in the current trading period.
In spite of this, I am pleased to say that we see signs of
future business returning and in particular I can note:
• BRICKLIVE Supersized is currently on show at
John Ball Zoo, Michigan USA
• BRICKLIVE Big Cats is currently on show at
Alwetter Zoo, Munster, Germany
• BRICKLIVE Animal Paradise went on show in
Paisley town centre, Paisley, UK on 26 June 2021
• BRICKLIVE Fantasy Kingdom goes on show at
Wolverhampton Art Gallery, Wolverhampton,
UK on 3 July 2021
• BRICKOSAURS goes on show in Utrecht, Netherlands
on 5 July 2021
With more events being confirmed for both 2021 and
2022, we look forward to updating shareholders
further during our quarterly operational updates.
LCSE
In December 2020 we announced the creation of a
new Sports and Entertainment division – Live
Company Sports and Entertainment (‘LCSE’). The
new division focuses on live sports, entertainment and
music events. Several existing multi-year contracts
were novated to LCSE from World Sport South Africa
PTY Limited. (‘WSSA’).
Due to the ongoing effects of COVID-19 there have
been no events thus far in 2021 but, LCSE has recently
announced the rescheduling of The Cape Town Cycle
Tour to 10 October 2021 and, in partnership with the
City of Cape Town and V&A Waterfront Holdings (Pty)
Limited), the dates for the Cape Town stopover of the
Global Ocean Race as 20 November 2022 to 6
December 2022.
In addition LCSE will be staging four wine festivals
on behalf of Pick n Pay Stores Limited, a major South
African retailer, in Q4, dates to be confirmed.
Formula E
Within the LCSE division (E Movement Holdings Ltd;
‘EMHL’) LVCG acquired the right to sell sponsorship
and the management for the upcoming Formula E race
in Cape Town planned for the last week of February
2022.
E Movement (Pty) Limited (‘EMPL’), the South African
based promoter of Formula E, Cape Town, has signed
a contract with Formula E Holdings for the rights to
promote the Cape Town Formula E race for a 10 year
period beginning 2022. This contract is subject to
various preconditions being fulfilled.
Start Art Global Limited Investment
Post balance sheet we announced the subscription
for a minority interest of 16.3% of issued share capital
in Start Art Global Limited (‘START Art’) with an
option to increase to 20% based on an agreed
valuation formula within 6 months of completion.
START Art is building an online sales platform (with
several potential revenue streams including potential
for non-fungible tokens (‘NFT’s).
The START Art platform was launched on 22 June
2021.
Corporate
In June 2020 and December 2020, we raised a total
of £1m via two separate placings to facilitate the
expansion of the BRICKLIVE Zoo programme, the
investment into the new Sports and Entertainment
division and to provide working capital for the Group.
Post balance sheet in May 2021 we raised
£1.5million (gross) via a placing: £1million for the
16.3% investment into START Art and £500,000
for working capital for BRICKLIVE and LCSE. This
fundraise was subject to shareholder approval and a
general meeting took place on 21 May 2021 approving
the transaction.
Following the resignation of three Directors in
February 2021 and as referred to in the
announcement on 4 May 2021 the Company has
commenced the search for a new senior independent
Director; this appointment will not be by the 30 June
but I look forward to announcing the appointment
of a new Director shortly. As we said in that
announcement, the Company also intends to conduct
a full board review with the intention of making further
changes during the latter half of 2021.
Cost Savings
As detailed in the Financial Review the Group made
annual cost savings in excess of £1m. This included
the reduction of Executive Chairman’s and senior staff
compensation from Q2 2020.
Additionally, I delayed the repayment of my loan and
converted an additional £30,000 in exchange for
shares at 5p all other terms remaining the same.
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 and
as the vaccination programme gains momentum, we
have an opportunity to provide both edutainment to
our customers to assist in getting people back out
to visit the high streets, shopping centres, zoos and
tourist attractions and the opportunity to participate
in sports and entertainment events globally.
I would like to personally thank the team for all
their efforts and for their ongoing support and
energy especially during the lockdown period.
DAVID CICLITIRA
Chairman
25 JUNE 2021
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020 01
STRATEGIC REPORT
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Panasonic Jaguar Formula E Car, Punta del Este Street Circuit
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020 0
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BUSINESS MODEL
OUR ASPIRATION
TO BECOME A MULTI DIVISIONAL MULTI BRAND REVENUE
PRODUCING GROUP THAT ENCOMPASSES MEMORABLE
EXPERIENCES IN SPORTS, LIVE EVENTS AND BRICK BASED
‘EDUTAINMENT’ TOGETHER WITH OPPORTUNISTIC MINORITY
INVESTMENTS IN COMPLEMENTARY BUT ‘COVID PROOF”
BUSINESSES.
OUR BUSINESS MODEL
VALUE CREATION THROUGH GLOBAL EXPANSION
Having rapidly established a presence in Europe, Asia, South and North America, the Group plans to
continue investment in the BRICKLIVE and LCSE divisions with the intention of increasing recurring
revenue via key partnerships and the introduction of new concepts.
01.
SECURING LONG TERM PARTNERSHIPS
Securing key long-term global partnerships with
Licensed Partners and IP partners as well as sports and
entertainment event owners enabling popular spots,
entertainment and edutainment events to be replicated
in multiple territories;
02.
INCREASING LVCG ASSETS
Increasing our assets introducing new divisions and
ensuring our content and our events are current and fresh,
giving audiences what they want to see and capitalising on
global trends;
03.
GENERATING SUSTAINABLE,
RECURRING REVENUE
Generating sustainable recurring revenue through
developing a loyal and repeat customer base through
the expansion of existing brands; and
04.
GROWING GLOBAL PRESENCE
Enhancing our global presence by expanding the number
of territories in which both BRICKLIVE and LCSE events
are held.
10
The Ocean Race, Cape Town, South Africa
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
1. KEY PERFORMANCE INDICATORS (“KPIS”)
The primary objectives of the Group in 2020 were to SURVIVE whilst maintaining the BRICKLIVE brand globally
and securing the production of content for 2021 and beyond.
The principal internal KPIs revolve around the core objectives:
Revenue growth
2020
(66%)
2019
11%
Reasons for movement
Impact of COVID-19 on the live entertainment sector.
Number of Touring sets
37
33
The Group maintained its build programme throughout
2020 completing new Nick Jnr, Paddington Bear,
Brickosaurs and Supersized Creatures sets.
Number of Events
Number of IP properties
20
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71
4
Impact of COVID-19 on the live entertainment sector.
(*nine events which spanned 2019 and 2020 and are
included in 2019 figures only).
Focus on building long term multi territory relationships
with key brand owners.
New metrics to measure performance of new divisions and brands will be introduced in the next Annual Report.
2. FUTURE DEVELOPMENTS
As discussed in the Chairman’s Statement, the Group is focused on diversification of revenue streams and the
expansion of our brands across live sports and entertainment, BRICKLIVE events coupled with opportunistic
minority investments in complementary businesses.
Particular geographic locations of interest are Asia, South Africa, Europe, America 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.
3. 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 Group’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 recognise 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 Group 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.
12
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.
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Risk
1. Severe disruption
in global economic
activity (including
global pandemics)
Impact
− Severe reduction in
economic activity reducing
revenue, profitability and cash
flow in all operating markets
and territories simultaneously
2. Insufficient funds to
operate and sustain
the business
− Unable to fund work
programme, or strategic
objectives
− Impact to long term viability
of the business
3. Protection of IP
4. Licensee partner
performance
− Loss of advantage to
competitors infringing IP
reducing revenue, profitability
and cash flow
− Possible claims regarding
infringement of proprietary
rights trademarks or patents
− Inability/delay to grow
revenue and profitability
form successful events in
new territories
5. Business retention
− Contract losses
− Damage to reputation
− Reduced appetite by investors
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Control
− Diversified revenue base
− Ensure sufficient cash to navigate
complete shutdown
Owner
Executive
Chairman
− Long term cashflow management
− Finances are controlled through
annual planning process with regular
forecast updates.
− Active commitment management and
tracking for main contracts
Chief
Financial
Officer
− Build strong relationships with
partners
− Actively monitor potential IP
legislation changes
Managing
Director
− Develop a pipeline of potential new
business and partners
− Allocate adequate resources to ensure
a steady pipeline year round
− Continue diversification to reduce
dependency on individual licence
partner performance
− Develop continuous dialogue with
existing clients
− Engage senior management support
with key relationships
− Increase focus on account
management team to ensure the sales
process is as smooth as possible for
clients
− Ensure delivery of projects meet
expected standards and contractual
obligations
Managing
Director
Chief
Financial
Officer
Chief
Financial
Officer
13
6. 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
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
7. Production
constraints
− Inability to deliver certain
projects on time
− Inability to acquire sufficient
bricks and model builders
8. Investment risks
9. Major Health and
Safety Executive
(HSE) event
10. Loss of key
personnel
− 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
Production
Director
− 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
− Ensure market communication is
timely and accurate
− Engage in regular market reviews
− Seek a diversified capital structure
with alternative funding solutions
Chief
Financial
Officer
Production
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
Executive
Chairman
Q&A WITH OUR CHRISTINA ANTHONY, MANAGING DIRECTOR BRICKLIVE
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Christina Anthony
Managing Director, BRICKLIVE
Q: Tell us a bit more about yourself, your background and experience.
A: I have been in the events industry for over 25 years. Roles have included: GM of The International Convention
Centre, Birmingham; Marketing Director of The NEC; Commercial Vice President of The Dubai World Trade Centre;
and, Commercial Director of ADNEC, Abu Dhabi. I have been involved in the commercial establishment and
development of new centres in Hong Kong, Kuala Lumpur and Palestine.
Q: What have been some of the challenges for you, the team and your clients in 2020?
A: The biggest challenge was COVID-19! Our clients venues closed down for months and it became clear as the
year progressed that the impact would be felt well into 2021.
Promotional budgets were virtually eradicated in 2020 leading to 23 events being deferred, one cancelled
altogether and very few enquiries for the latter part of the year. The team continued to market the tours and kits
and promoted the corporate build side of the business as well as keeping in regular contact with existing and
potential clients, although quite a high number were furloughed for long periods.
Q: What are you most looking forward to from a business growth perspective in 2021/2022?
A: Renewed interest and a rising surge in bookings for the second half of 2021. Although budgets will be limited
we have reformatted our tours to provide smaller, more affordable but still compelling, product offerings for our
clients. 2022 looks increasingly promising with several enquires already beginning to come in for small and large
tours from, primarily the UK and from venues previously enjoying lively visitor numbers, but now wishing to offer
something out of the ordinary.
Q: Looking forward what do you hope to achieve/strategy/ forward looking plans for the BRICKLIVE?
A: Our intention is to extend BRICKLIVE reach on a global scale and create a programme of tours and shows
across every continent. We will expand the range to meet an increased customer demand and develop a strong
educational base to each new and existing tour. We intend to ensure the content appeals to all age groups and is
developed in conjunction with conservation and the environment in mind.
14
Nick Jr, White Rose Shopping Centre, Leeds, 2020
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
ONLINE E-COMMERCE PLATFORM
OPERATIONAL REVIEW
In 2020 we have merged some of our revenue divisions within BRICKLIVE and added a further revenue producing
division with the introduction of Live Company Sports and Entertainment (‘LCSE’).
Between all divisions, 29 events were held in 2020, a far cry from the 2019 figure of 71 but commendable consid-
ering the global lock downs. It is important to note that of the 24 events that were originally scheduled for 2020
but did not take place due to COVID-19, 23 were postponed and just one was cancelled.
BRICKLIVE Tours and Trails
In Q1 2020 we signed three new key IPs Peppa Pig, the iconic Paddington Bear, and Peter Rabbit. Our first booking
for Paddington Bear took place at the White Rose shopping centre over Christmas and we look forward to further
bookings in 2021.
Our zoo programme show significant expansion in the USA with bookings in John Ball Zoo Michigan, Naples Zoo in
Florida and the Da Vinci Science Centre.
Custom Brick Models and Sets (previously Corporate and Consumer Sets)
With events severely restricted or postponed throughout Q2 and Q3 our team looked at expanding the Custom
Brick Models and Sets business, winning a major contract for a video game supplier as well as with customers
operating in telecoms, insurance, energy and transport.
The custom brick models and sets business has proved more resilient than events during COVID- 19 related
restrictions, providing a way for clients to engage their stakeholders during a time when trade shows, corporate
entertainment and other traditional engagement activities are limited.
Live Company Sports and Entertainment (‘LCSE’)
In December 2020 we acquired a number of contracts, introduced several new concepts and launched our new
Sports and Entertainment division, LCSE.
As well as a number of contracts novated from WSSA, our former JV partner in South Africa, the new division is
also home to our involvement in K-Pop and Formula-E.
Principal projects, novated from WSSA, include:
• the Cape Town cycle tour, now scheduled for 10 October 2021, for which LSCE is the Sponsorship Agency for the
Presenting Sponsor and will also sell and deliver the hospitality village;
• the Global Ocean Race (ex-Volvo Ocean Race) where LCSE will be organising the hosting of the Cape Town
stopover is set for November 2022; and
• food and wine festivals, scheduled for Q4 2021 in Cape Town, Johannesburg, Pretoria and Durban.
The Inaugural Cape Town e-Prix is now confirmed for 26 February 2022, with the Group involved as both
sponsorship agent and delivery partner for the race promoter, E-Movement (Pty) Limited, as well as promoting
e-Fest a festival planned in partnership with Formula-E and running alongside the e-Prix around all things electric
featuring an e Mobility Car Show, Celebrity Golf Classic, Climate Change Summit, Contemporary Art shows and
Concerts.
POST BALANCE SHEET OPERATIONAL EVENTS
START Art
In April 2021 the Company subscribed for a minority interest in START Art an online platform for buying
contemporary art. Since acquisition the platform soft launched on 22 June 2021 with a full launch planned
for Q3 with 1,000 curated artists contracted to sell their work on the platform.
Future focus will be the addition of a news and media channel, virtual reality features, a crypto payment gateway
and the functionality for artists to mint their own non fungible tokens. There is a focus on Korean K-Pop artists
with their wide social media reach for phase one which will also include the marketing merchandise.
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W W W . S T A R T . A R T
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020 FINANCIAL REVIEW
This year’s financial statements reflect a year of two parts, pre and post the emergence of COVID- 19 and the
impact it, and the measures taken to contain it, had on the global economy generally and the live entertainment
sector specifically.
Pre the emergence of COVID-19 the Group was tracking to maintain the growth in revenue, gross margin and
pre-exceptional EBITDA from 2019, reporting contracted revenues for the year of £3.3m by April 2020 and 32
confirmed tours and events.
The outbreak of COVID-19 had an immediate and significant impact on the Group, affecting first the activities of
Brick Live Far East Limited (‘BLFE’) and the operations of our joint venture Brick Live CED (Beijing) Company
Limited (‘BLB’) followed by activities in Italy and Switzerland before spreading to encompass all markets and
sectors in which the Group operates.
In total 24 of the previously confirmed events were affected, of these 15 are now rescheduled for 2021, five for
2022 with three yet to be confirmed; only one of the 24 affected events was cancelled. In addition despite the
challenging trading conditions the Group secured new bookings for an additional 12 events during the year.
However due to restrictions on visitor numbers these events operated at reduced revenues and gross margin.
During the year the Group realised the value of excess stock selling 9,900kg of bricks, representing 6% of total
stock, which were held at fair value following their acquisition as part of the purchase of Bright Bricks Limited in
October 2018.
The year ended with signs of recovery visible on the horizon and the Group completed a strategic investment
establishing a new Sports and Entertainment division. The new division, LCSE, was established with existing
contracts novated from WSSA (the Groups former JV partner in South Africa) to operate a number of events
together with new opportunities in K-Pop through a JV with Explorado Group GmbH (a company under common
control with AWC AG, the Groups licence partner in Germany) and Formula E through the purchase of 100% of
the share capital of E Movement Holdings Ltd.
Revenue
Gross (loss)/profit
Gross (loss)/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
Depreciation and amortisation Finance costs
Taxation
Loss after tax
2020
1,857
(699)
(38%)
(3,213)
-
(3,912)
824
(3,088)
(278)
(4,077)
(4,355)
(824)
(110)
144
(8,233)
2019
5,451
3,091
57%
(3,702)
86
(525)
670
145
(218)
(894)
(1,112)
(670)
(207)
(341)
(2,185)
Pre-exceptional items EBITDA (PXEBITDA)
The Group uses the alternative performance measures 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 £1,131,000 (2019:
£1,365,000). The structure of the Group means that headquarter corporate costs do not scale with growth,
however this also has the consequence that in a year of significantly reduced activity, and thus revenue and gross
margin, it was only possible to reduce these costs by 17% resulting in a significant fall in PXEBITDA returning the
Group to a loss position after 2019’s first PXEBITDA profit since the reverse acquisition and readmission.
Revenue
Revenues from operations fell 66% from £5,451,000 in 2019 to £1,857,000 in 2020; with ‘Product and Content
Sales’ proving more robust (fall of 49% from £974,000 in 2019 to £497,000 in 2020) than ‘Tours, Events, Licence
and Content Rental Fees’ (fall of 70% from £4,477,000 in 2019 to £1,360,000 in 2020).
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During the year the Group has focused on the BRICKLIVE Touring model which has remained more resilient than
BRICKLIVE shows with 12 tours managing to take place after the emergence of COVID-19 against only two shows.
In addition there were 14 tours and one show in the period prior to the emergence of COVID-19, nine of which
spanned 2019 and 2020, making 29 events in total.
Regional analysis
Whilst the impact of COVID-19 was felt in all markets and sectors in which the Group operates it was felt most
acutely in Europe and South America, (experiencing falls of 95% and 100% respectively) with the USA, which
was a significant growth market in 2019, proving the most robust of the Groups developed markets (fall of 35%).
Growth continued in the Middle East and this market represents a significant opportunity for the Group.
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Geographical location (£)
United Kingdom
Europe
USA
South America
Asia
Middle East
Total
2020
£’000
1,013
49
265
-
434
-
1,857
2019
£’000
2,923
930
406
46
1,111
35
5,451
% change
(65%)
(95%)
(35%)
(100%)
(61%)
174%
(66%)
Gross loss
The Group has maintained the focus on the Touring model, a strategy given more impetus by the social distancing
requirements of remaining COVID-19 compliant. Tours typically operate at higher gross profit than shows, but due
to the higher operating costs of remaining COVID-19 compliant and reduced revenues associated with lower visitor
numbers and restricted opening during the pandemic gross profit per event was significantly reduced.
Whilst the number of events, and thus revenue, was significantly reduced by the impact of COVID-19, as detailed
in Note 5 to the consolidated financial statements, a material component of cost of sales comprises depreciation
on content assets and the loss on disposal of surplus assets, which are not dependent on the number of events or
revenue resulting in a gross loss for the year.
Operating expenses
The Group took a number of steps to reduce operating expenses including:
• furloughing a number of staff in accordance with the Coronavirus Job Retention Scheme (‘CJRS’), receiving
grants totalling £425,000 (2019: £nil);
• completing cost cutting exercise across all aspects of the Groups activities resulting in 38 job losses and
annualised savings of £1,000,000; and
• securing an early surrender of premises used for storage and consolidated all storage into a single site, saving an
additional £40,000 per annum.
Exceptional items
Exceptional items as detailed in Note 6 to the consolidated financial statements totalled £4,355,000 (2019:
£1,112,000), These relate to IFRS 2 share option and warrant charges, an exceptional bad debt provision,
transactional and reorganisational costs, as well as impairment charges as detailed in Note 17 to the consolidated
financial statements.
Finance costs
Finance costs principally comprise interest charges and interest on lease liabilities in accordance with IFRS 16.
Tax
The tax charge relates to deferred tax arising on timing differences.
Loss per share
The loss per share increased to 9.8p (2019: loss 3.1p) as set out in Note 12 to the consolidated financial
statements.
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Cash flows
The Consolidated Statement of Cash Flows is set out on page 45 to these consolidated financial statements.
In addition to the steps taken to contain costs as detailed above the Group also took a number of steps to secure
and maintain cash, including:
• obtaining a £500,000 loan from the Chairman, David Ciclitira;
• obtaining a £250,000 unsecured term loan from NatWest with a 12-month repayment holiday;
• refinancing the existing YA II and RiverFort facility with a new £1,500,000 sale and HP agreement with Close
Leasing Limited, simultaneously terminating the Equity Sharing Arrangement with YA II and RiverFort as
detailed in Note 33 to the consolidated financial statements;
• raising £1,000,000 additional equity capital from share placings in June 2020 and December 2020;
• utilising government schemes to defer tax liabilities;
• agreeing with staff earning over the UK Government’s CJRS support threshold, that 25% of their salary in April,
50% in May and 50% in June would be paid in shares; and,
• agreeing to settle liabilities with share-based payments for a number of contractors and suppliers.
Statement of Financial Position
The Consolidated Statement of Financial Position as at 31 December 2020 shows the Group’s total net assets
having decreased to £5,769,000 (2019: £13,659,000), of the decrease £2,000,000 was a result of terminating
the Equity Sharing Arrangement with YA II and RiverFort as detailed in Note 33 to the consolidated financial
statements and £3,411,000 was a result of the impairment of goodwill as detailed in Note 17 to the consolidated
financial statements.
Capital expenditure
The Group maintained its build programme throughout the year, although at reduced capacity due to the need
to maintain a COVID-19 complaint workplace, completing four new tours Nick Jr, Paddington Bear, Supersized
Creatures and a new Brickosaurs set, this equated to content additions during the year of £921,000
(2019: £1,239,000).
Investments and impairment
As detailed in Notes 16, 17 and 18 to the consolidated financial statements the Directors considered the carrying
value of investments and goodwill in light of the impact of COVID-19, together with the effects of the measures
taken to contain it, in the markets in which the Group operates and have determined the impairment, as described
in the following table, was required at 31 December 2020.
Reduction in asset value
Brick Live Far East Limited
Brick Live Group (incorporating Bright Bricks Limited)
Parallel Live Group
Total reduction
Net goodwill/investments 1 January 2020
Net goodwill/investments 31 December 2020
Group
£’000
2,950
86
375
3,411
4,307
896
Company
£’000
2,950
8,475
-
11,425
17,450
6,025
Intangible fixed assets
In December 2020 the Group established its new LCSE division, through an all share acquisition of Live Company
Sports and Entertainment Limited, including its 50% interest in K-Pop Europa Limited; the novation of a number
of contracts from World Sport South Africa (Pty) Limited and the acquisition of the entire issued capital of
E Movement Holdings Ltd. This resulted in additions to intangible fixed assets of £1,450,000.
Additions
Live Company Sports and Entertainment Limited
E Movement Holdings Ltd
Trademarks
Total increase
Group
£’000
1,150
300
1
1,451
Company
£’000
1,150
300
-
1,450
Cash and debt position
At the year end, the Group had total cash balances of £168,000 (2019: £98,000) and total borrowings of
£2,045,000 (2019: £995,000) giving a net debt figure of £1,877,000 (2019: £897,000).
During the year, the Group raised new equity in June 2020 and December 2020 and successfully completed the
refinancing of the existing YA II and RiverFort facility with a new £1,500,000 sale and HP agreement with Close
Leasing Limited, simultaneously terminating the Equity Sharing Arrangement with YA II and RiverFort as detailed
in Note 33 to the consolidated financial statements.
As detailed in Note 22, the Group also entered into new loan arrangements with NatWest Bank PLC for £250,000
secured under the Coronavirus Business Interruption Loan Scheme (‘CBILS’) and with the Chairman,
David Ciclitira, for £500,000.
Share options and warrants
During the year 75,000 (2019: 282,018) warrants were issued to investors and service providers resulting in an
exceptional charge as detailed in Notes 6 and 30 to the consolidated financial statements. In addition 16,810,000
(2019: 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 Company
has proposed to holders of certain warrants with an exercise price of 80p that the terms of the Warrant
Instrument be varied such that the warrants are repriced at 15p and to holders of certain warrants with an
exercise price of 15p such that the warrants are repriced at 10p. Such proposals were approved by the
necessary 75% of warrant holders after the balance sheet date.
Going concern
Based on 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 at least twelve months from the date of signing of these consolidated financial statements. 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 consolidated 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
The events of 2020 placed significant stress on the Group and the markets and sectors in which it operates. From
a position of continued growth in revenue, gross margin and PXEBITDA in the first three months of the year the
Group faced a severe contraction following the emergence of COVID-19 with revenues falling approximately 66%.
For the latter part of the year the Group focussed on maintaining operations, albeit at a reduced level, and
ensuring it was in a position to return to growth at the earliest opportunity. To further accelerate this growth the
Group took the strategic decision to establish a new Sports and Entertainment division to broaden its revenue
generating opportunities.
Post balance sheet the Company made a further strategic investment acquiring a minority interest in Start Art
Global Limited. further broadening its base and increasing its resilience to uncertainty in its core markets and
sectors.
Richard Collett
Chief Financial Officer
25 June 2021
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CORPORATE
GOVERNANCE
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BRICKLIVE Ocean, Bristol Zoo Gardens, UK, 2020
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LIVE COMPANY GROUP PLC 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.
BRYAN LAWRIE
Non- Executive Director
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.
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. Serenella gives
the Board a gender balanced view of matters being discussed.
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 Richard Collett (Finance Director), Tina Anthony MD BRICKLIVE
and Sarah Ullman COO. 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 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 weekly. It consists of:
Name
David Ciclitira(1)
Richard Collett
Tina Anthony
Sarah Ullman
Position
Executive Chairman
Finance Director
Managing Director, BRICKLIVE
Chief Operating Officer
Notes:
(1) Executive Chairman on the Board of Live Company Group plc
Shareholder Relations
During the year, we engaged with our shareholders through a number of channels. We began the year with the
launch of a Company Newsletter to keep shareholders updated of BRICKLIVE activities, nine Company
Newsletters were published in 2020.
The Company held a number of video conference calls during 2020 including a teach in with the BRICKLIVE sales
team. In July 2020 the Annual General Meeting was held in London, but unfortunately due to COVID-19 this had to
be a closed event. Finally, we continually update the LVCG website where shareholders can find the latest
information.
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CORPORATE GOVERNANCE
Chairman’s Corporate Governance Statement
Dear Shareholders
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”). 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 conceptualise, acquire rights, commercialise and deliver shows, events and exhibitions.
The Group has licensee partners and venue operators to promote and operate BRICKLIVE shows, events and
exhibitions globally, providing both content and technical support to partners for a licence and content fee.
In December 2020 the Group formed a new division LCSE which focuses on sport, lifestyle and entertainment events.
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 (during non-pandemic
times) 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.
Principle Three: Stakeholder Responsibilities
The Board recognises the long-term success of the Group is reliant upon the efforts of the employees, contractors,
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.
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 13 to 14. 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 24 and 25.
The Executive Chairman and Non Executive Directors are engaged under service contracts requiring between three and
twelve months’ notice by either party.
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 four 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 2017, 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.
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Principle Seven: Evaluation of Board Performance
The Board carries out an annual evaluation of its performance and effectiveness.
The Group carried out its second Board evaluation in 2020.
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. Due to the effects of COVID-19 there were limited BRICKLIVE shows during
2020.
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 prac-
tices 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 2020 there were twelve 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.
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 Ullman, 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 weekly 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. The Audit Committee meetings occur at least twice each financial year
and in 2020 met three times. In 2020, 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) and Bryan Lawrie. The Remuneration Committee meetings occur at least twice each financial
year and in 2020 met twice.
In 2020, 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 and Serenella Ciclitira. The Nomination Committee meetings occurs as and when required and
in 2020 met once.
In 2020, 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.. A full description of the Executive Team is found on page 25.
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.
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.
Through the promotion of e-Fest and the Cape Town e-Prix the Groups LCSE division actively supports the move to
carbon free transport and promotion of electric vehicles.
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 25 June 2021 and signed on its behalf by
David Ciclitira
Chairman
25 June 2021
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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
and provide access to international sports and entertainment events via its LCSE division.
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 2020 (2019 - £Nil).
Directors
The Directors during the year and their periods of office were as follows.
- Executive Chairman
- Non-Executive Director
- Non-Executive Director (resigned 17 February 2021)
David Ciclitira
Bryan Lawrie
Simon Horgan
Ranjit Murugason - Non-Executive Director
Trudy Norris-Grey - Non-Executive Director (resigned 14 February 2021)
Serenella Ciclitira - Non-Executive Director
Mark Freebairn
- Non-Executive Director (resigned 14 February 2021)
Directors’ interests in shares
The beneficial interests in the Ordinary share capital of the Company of the Directors in office at 31 December
2020 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
2020
1p Ordinary shares
2019
1p Ordinary shares
34,084,874
1,562
1,320,317
90,384
3,152,330
850,432
471,919
27,397,373
1,562
1,220,317
15,384
3,252,330
-
455,252
The number of 1p Ordinary shares or beneficial interest in the 1p Ordinary shares held by David Ciclitira are as follows:
Holder
2020
1p Ordinary shares
2019
1p Ordinary shares
Beneficial interest
David Ciclitira
33,761,908
27,074,407
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
34,086,436
27,398,935
Held indirectly by Serenella
Ciclitira (long term partner of
D Ciclitira)
The above table constitutes the David Ciclitira Concert Party.
30
Substantial shareholdings
The following investors notified the Directors that they currently hold or are beneficially interested in 3% or more
of the Company’s 146,001,763 1p Ordinary shares in issue as at 31 May 2021.
David Ciclitira Concert Party*
Brick Live Lab Ltd**
CIDEA Limited**
Monecor (London) Limited
No. of 1p Ordinary
shares
36,086,436
9,832,060
333,333
13,995,000
60,246,829
% of issued
share capital
24.72
6.73
0.23
9.59
41.27
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* 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 Ltd 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 2021 together
with details of options and warrants as set out in Notes 28 and 31.
David Ciclitira (and owned companies)*
Serenella Ciclitira*
Ranjit Murugason
Bryan Lawrie
* connected persons
No. of 1p
Ordinary shares
36,084,874
1,562
1,320,317
90,384
37,497,137
% of issued
share capital
24.72
0.00
0.90
0.06
25.68
No. of
warrants
480,765
-
-
-
480,765
No. of
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 2020.
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
25 June 2021
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SECTION 172(1) STATEMENT
Section 172(1) of the Companies Act 2006 requires the Directors of the Company to act in a way that they
consider, in good faith, would be most likely to promote the success of the Company for the benefit of its
members as a whole, and in doing so have regard (amongst other matters) to:
a) The likely consequences of any decision in the long-term;
b) The interests of the Company’s employees;
c) The need to foster the Company’s business relationships with suppliers, customers and others;
d) The impact of the Company’s operations on the community and the environment;
e) The desirability of the Company maintaining a reputation for high standards of business conduct; and
f) The need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for the decisions made towards the long-term success of the
Company and how the strategic, operational and risk management decisions have been implemented throughout
the business is detailed in the Strategic Report on pages to 10 to 15.
Employees
Our employees are one of the primary assets of our business, and the Board recognises that our employees are
the key resource that enables delivering the Group’s strategy and goals.
Annual pay and benefit reviews are carried out to determine whether all levels of employees are benefitted
equally and to retain and encourage skills vital for the business. The Remuneration Committee oversees and
makes recommendations of executive remuneration and option awards.
The Board periodically reviews the health and safety measures implemented in the business premises and
improvements are recommended for better practices.
A number of staff have worked remotely during the year.
Suppliers, Customers and Regulatory Authorities
The Board acknowledges that a strong business relationship with suppliers and customers is a vital part of the
growth. Whilst day-to-day business operations considering suppliers and customers are delegated to the executive
management, the Board sets directions and evaluates policies with regard to new business ventures and investing
in research and development. The Board upholds ethical business behaviour and encourages management to seek
comparable business practices from all suppliers and customers doing business with the Company.
We value the feedback we receive from our stakeholders and we take every opportunity to ensure that, where pos-
sible, their wishes are duly considered. The Board is aware of its regulatory requirements and receives training and
advice when required. In 2020 the directors received a refresher update on the requirements under the UK Market
Abuse regulations and disclosure of information to the Market.
Maintaining High Standards of Business Conduct
The Company is incorporated in the UK and governed by the Companies Act 2006. The Company has adopted the
Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”) and the Board recognises the
importance of maintaining a good level of corporate governance, which, together with the requirements to comply
with the AIM Rules, ensures that the interests of the Company’s stakeholders are safeguarded.
Anti-corruption and anti-bribery training are compulsory for all staff and contractors, and the anti-bribery
statement and policy is contained in the Company’s Employee Manual. The Company’s expectation of honest,
fair and professional behaviour is reflected by this and there is zero tolerance for bribery and unethical behaviour
by anyone relating to the Company.
The importance of making all staff feel safe in their environment is maintained and a whistleblowing policy is in
place to enable staff to confidentially raise any concerns freely and to discuss any issues that arise. Strong
financial controls are in place and are well documented. The risk framework and key business risks reviewed
by the Audit Committee which in turn reports to the Board.
Additionally the Board upholds high standards of care towards the community and environment.
Shareholders
The Board recognises the significance of transparent and effective communications with its investors and
places equal importance on all shareholders. As an AIM listed company, there is a need to provide fair and
balanced information in a way that is understandable to all stakeholders and particularly our shareholders.
The primary communication tool with our shareholders is through the Regulatory News Service (“RNS”), on
regulatory matters and matters of material substance. The Company’s website provides details of the business,
investor presentations and details of the Board and Committees, changes to major shareholder information,
QCA Code disclosure and updates under AIM Rule 26. Changes are promptly published on the website to enable
the shareholders to be kept abreast of Company’s affairs. The Company’s Annual Report and Notice of Annual
General Meetings (AGM) are available to all shareholders. The Interim Report and other investor presentations
are also available and can be downloaded from our website.
Typically, pre COVID-19, the chair of the Audit Committee and the chair of the Remuneration and Nominations
Committee attend the AGM and are available to answer any questions. There are also opportunities throughout
the year for shareholders to engage with the Board and members of the Executive Team, through general
meetings, investor events and the Company’s Q&A sessions.
The Board is mindful that with the global COVID-19 pandemic, face-to-face meetings with shareholders have not
been possible during 2020. The Company has endeavoured to maintain communication with investors remotely
and believes that engagement has been carried out efficiently during these challenging times.
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.
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REPORT OF THE INDEPENDENT AUDITOR
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 2020, 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 2020 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
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the entity’s ability to continue to adopt the going concern basis of accounting included review
of the forecasts prepared by the Group for at least twelve months from the date of approval of the audit report,
conducting appropriate sensitivity analysis on the forecasts, challenging management as to the assumptions used
in the forecasts, and consideration of the post-year end performance of the Group including review of available
banking and loan facilities.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
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.
34
Audit area and description
Audit approach
Assessment of the accounting treatment of options
and warrants issued
The consolidated financial statements include goodwill
of £0.896m in respect of the acquisition of Parallel
Live Group (£0.896m), acquisition of the remaining
shares in Brick Live Far East £nil) and the acquisition of
Bright Bricks (£nil).
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.
Termination of Equity Share Agreement and
purchase of shares by Live Company Group
EBT Limited
The company entered into a subscription agreement
and an Equity Share Agreement (ESA) in the prior year.
In the current year the ESA was terminated by the
company. As part of the termination Live Company
Group EBT Ltd purchased the shares held under the
ESA.
Sale and leaseback of inventories
During the year the Group entered into a sale and
leaseback Agreement with Close Leasing Limited in
respect of £1.5m of brick stock.
Going concern
Although the group had net current assets at 31
December 2020, the Group’s activities have been
significantly impacted 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 assessed the Directors’ assertion that an
impairment of £3.411m was required in respect of
goodwill arising on these acquisitions at 31 December
2020 by reference to the 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 option
pricing 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.
We critically assessed and challenged the accounting
treatment used by the Directors in the company and
consolidated financial statements and analysed the
accounting treatment in accordance with relevant
IFRSs
We have critically assessed and challenged the
Directors assertion that the sale and HP Agreement
transaction does not meet the criteria to be recognised
as revenue in accordance with IFRS 15, “Revenue from
Contracts with Customers” and therefore in accord-
ance with the requirements of IFRS 16, “Leases” in
respect of sale and leaseback arrangements, has not
been derecognised as inventory and accounted for as a
right of use asset.
The Directors have prepared cash flow forecasts for
the period to 31 December 2025. We have critically
assessed and challenged the assumptions included in
these cash flow forecasts and performed appropriate
sensitivity analysis on the forecasts.
We have critically 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.
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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.
In the light of reduced revenues due to the COVID-19 pandemic, we considered gross assets 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 £111,000 based on a percentage of
gross assets.
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.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 33, 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of
the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing appropriate responses to those
assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit.
However, the primary responsibility for the prevention and detection of fraud rests with both management and
those charged with governance of the company.
Our approach was as follows:
• We obtained an understanding of the legal and regulatory requirements applicable to the company and
considered that the most significant are [the Companies Act 2006, International Financial Reporting Standards
as adopted by the EU, the rules of the Alternative Investment Market, and UK taxation legislation.
• We obtained an understanding of how the company complies with these requirements by discussions with
management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those charged
with governance.
• We inquired of management and those charged with governance as to any known instances of non-compliance or
suspected non-compliance with laws and regulations.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of
non-compliance with laws and regulations. This included making enquiries of management and those charged
with governance and obtaining additional corroborative evidence as required.
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.
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
• 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.
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
25 June 2021
Devonshire House, 60 Goswell Road
London EC1M 7AD
38
39
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
03
FINANCIALS
4040
Paddington Bear, White Rose Shopping Centre, Leeds, UK, November 2020
0
1
S
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G
C
R
E
P
O
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T
I
0
2
G
O
V
E
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N
A
N
C
E
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0
3
F
N
A
N
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A
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I
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the year ended 31 December 2020
STATEMENTS OF FINANCIAL POSITION as at 31 December 2020
Year to 31 December
Consolidated
Company
Continuing operations
Revenue
Cost of sales
Gross (loss)/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
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
18
5
6
10
11
12
2020
£’000
1,857
(2,556)
(699)
(17)
(119)
(3,077)
(3,213)
-
(3,912)
(4,355)
(8,267)
(110)
(8,267)
2019
£’000
5,451
(2,360)
3,091
(40)
(78)
(3,584)
(3,702)
86
(525)
(1,112)
(1,637)
(207)
(1,844)
144
(341)
(8,233)
(2,185)
-
-
(8,233)
(2,185)
(9.8p)
(3.1p)
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
Total assets
Current liabilities
Borrowings
Trade and other payables
Lease liabilities
Accruals and deferred income
Total current liabilities
Net current assets
Non-current liabilities
Deferred tax
Borrowings
Lease liabilities
Total non-current liabilities
Net assets
Equity
Share capital
Share premium
Other reserves
Own shares reserve
Merger reserve
Capital redemption reserve
Share option reserve
Retained earnings
Equity attributable to equity holders
of the parent
Note
13
15
14
20
16
17
18
19
20
21
22
23
25
23
26
22
25
27
28
30
2020
£’000
4,144
1,516
231
-
-
896
-
6,787
4,831
404
168
5,403
2019
£’000
4,152
76
292
2,000
-
4,307
86
10,913
6,252
808
98
7,158
2020
£’000
-
1,450
-
-
6,025
-
-
7,475
-
1,460
191
1,651
2019
£’000
-
-
-
2,000
17,450
-
-
19,450
-
2,521
119
2,640
12,190
18,071
9,126
22,090
615
2,364
60
1,120
4,158
1,244
644
1,430
188
2,262
532
1,617
79
947
3,175
3,983
550
463
224
1,237
167
1,037
-
343
1,547
532
357
-
292
1,181
104
1,459
288
83
-
371
-
463
-
463
5,769
13,659
7,208
20,446
5,165
25,004
(23,697)
(2,151)
5,034
496
(18,554)
4,878
23,480
(23,697)
14,067
5,034
218
(10,321)
5,165
25,004
557
-
14,472
496
(43,502)
4,878
23,480
557
14,067
5,034
218
(27,788)
6,769
13,659
7,208
20,446
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 £15,732,000
(2019: £2,205,000 loss). The financial statements were approved and authorised for issue by the Board of
Directors on 25 June 2021 and were signed on its behalf by:
DAVID CICLITIRA
Chairman
Company Registration No. 00630968
42
43
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 2020
STATEMENTS OF CASH FLOWS for the year ended 31 December 2020
Ordinary
Share
Capital
Share
Premium
Reverse
acquisition
reserve
Forex
reserve
Own
shares
reserve
Merger
reserve
Capital
Redemption
reserve
Share
Option
reserve
Retained
Earnings
Total
£’000
£’000
£’000 £’000
£’000
£’000
£’000
£’000
£’000
£’000
Consolidated
As at 31 December 2019
Loss for the period
Shares issued for cash
Shares issued on acquisition
of subsidiary and novation of
contracts
Debt to share conversion
Own share reserves
Warrant charge
Options charge
Share issue costs
At 31 December 2020
Company
As at 31 December 2019
Loss for the period
Shares issued for cash
Shares issued on acquisition
of subsidiary and novation of
contracts
Debt to share conversion
Warrant charge
Options charge
Share issue costs
At 31 December 2020
4,878
-
160
23,480
-
840
(24,268)
-
-
60
67
-
-
-
-
5,165
135
633
-
-
-
(84)
25,004
-
-
-
-
-
-
(24,268)
4,878
-
160
23,480
-
840
60
67
-
-
-
5,165
135
633
-
-
(84)
25,004
-
-
-
-
-
-
-
-
571
-
-
-
-
-
-
-
-
571
557
-
-
-
-
-
-
-
557
-
-
-
14,067
-
-
5,034
-
-
218
-
-
(10,321)
(8,233)
-
13,659
(8,233)
1,000
-
-
(2,151)
-
-
-
(2,151)
405
-
-
-
-
-
14,472
-
-
-
-
-
-
5,034
-
-
-
56
222
-
496
-
-
-
-
-
-
(18,554)
600
700
(2,151)
56
222
(84)
5,769
-
-
-
-
-
-
-
-
-
14,067
-
-
5,034
-
-
218
-
-
(27,788)
(15,732)
-
20,446
(15,732)
1,000
405
-
-
-
-
14,472
-
-
-
-
-
5,034
-
-
56
222
-
496
-
-
-
-
-
(43,520)
600
700
56
222
(84)
7,208
Ordinary
Share
Capital
£’000
4,754
-
-
31
26
67
-
-
-
4,878
4,754
-
31
26
67
-
-
-
4,878
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)
-
-
-
-
51
167
-
218
-
-
-
-
-
51
167
-
218
(135)
-
-
-
-
-
-
(10,321)
(25,583)
(2,205)
-
-
-
-
-
-
(27,788)
(135)
2,030
1,207
2,000
51
167
(103)
13,659
17,299
(2,205)
2,030
1,207
2,000
51
167
(103)
20,446
Consolidated
As at 31 December 2018
Loss for the period
Changes in fair value from
bricks used in product sales
Shares issued for cash
Debt to share conversion
Equity Share Arrangement
Warrant Charge
Options Charge
Share issue costs
At 31 December 2019
Company
As at 31 December 2018
Loss for the period
Shares issued for cash
Debt to share conversion
Equity Share Arrangement
Warrant Charge
Options Charge
Share issue costs
At 31 December 2019
44
Consolidated
Company
Cash flows from operating activities
Operating loss
Share of result of associate
Depreciation
Amortisation of trademarks
Depreciation of right of use assets
Corporation tax paid
Net cash flow from exceptional items
Decrease in inventories
Decrease/(increase)in receivables
Increase/(decrease) in payables
Cash used in operations
Cash flow from investing activities
Acquisition of intangible fixed assets
Investment in subsidiary
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
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 inflow/(outflow)
Cash and cash equivalents at beginning of
the year
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at end of the year
2020
£’000
(3,912)
-
752
11
61
209
(762)
1,421
684
848
(688)
(51)
(57)
(935)
-
(1,043)
1,000
(55)
2,250
(1,200)
(110)
(84)
1,801
70
98
70
168
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
2020
£’000
(1,122)
-
-
-
-
-
(626)
-
1,061
631
(56)
(50)
-
-
-
(50)
1,000
-
250
(995)
7
(84)
178
72
119
72
191
2019
£’000
(2,027)
-
-
-
-
-
-
-
(10)
322
(1,715)
-
-
-
-
-
2,030
-
300
(305)
(90)
(103)
1,832
117
2
117
119
45
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
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 2020.
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 £8,233,000 for the year ended 31 December 2020 (2019: £2,185,000
loss). In assessing going concern the Directors have considered the Group’s cash flows, solvency and liquidity
positions.
Based on 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 at least twelve months from the date of signing of these consolidated financial statements. 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 consolidated 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.
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 2020
The following new and revised Standards and Interpretations have been issued and are effective for the current
financial period of the Company.
• Definition of Material – amendments to IAS 1 and IAS 9;
• Definition of a Business- amendments to IFRS3;
• Interest Rate Benchmark Reform – amendments to IFRS9, IAS39 and IFRS 7; and
• Revised Conceptual Framework for Financial Reporting.
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.
• IFRS 17 Insurance Contracts;
• Amendments to IAS 1 - Classification of Liabilities as Current or Non-current;
• Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before intended use;
• Amendments to IFRS 3 - Reference to the Conceptual Framework;
46
• Amendments to IAS 37 - Onerous Contracts – Cost of Fulfilling a Contract;
• Annual Improvements to IFRS Standards 2018–2020;
• Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an investor and its associate or
joint venture; and
• Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16 & IAS 39 - Interest Rate Benchmark Reform – Phase 2.
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”), Bright Bricks Limited (“Bright Bricks Group”), Live Company Sports and Entertainment Limited (“LCSE”)
and E Movement Holdings Ltd (“EMHL”) for the year ended 31 December 2020.
• the assets and liabilities of LVCG, Brick Live Group, Parallel Live Group, Bright Bricks Group, LCSE, EMHL and
their subsidiary companies at 31 December 2020.
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 IFRS 3, “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 amendments to IFRS 3, “Business Combinations” have clarified the definition of a business and have
permitted a simplified assessment of whether an acquired set of activities and assets is a group of assets rather
than a business. The Group has assessed the acquisitions detailed in Note 29 on the basis of this amendment.
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.
47
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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F
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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.
Formal impairment reviews were completed at 30 June 2020 and 31 December 2020 given the indicators of
impairment existing at both dates..
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.
Bright Bricks Group
In October 2018, the Group acquired Bright Bricks Group, resulting in goodwill arising of £86,000.
Following the outbreak of COVID-19 the Directors are uncertain of future cashflows and an updated discounted
cash flow calculation has been produced with reduced cash flows expected for 2021, this has the impact of
reducing the value of the goodwill to £nil at 31 December 2020.
Parallel Live Group
In December 2017, the Group acquired Parallel Live Group, resulting in goodwill arising of £1,271,000.
Following the outbreak of COVID-19 the Directors are uncertain of future cashflows and an updated discounted
cash flow calculation has been produced with reduced cash flows expected for 2021, this has the impact of
reducing the value of the goodwill by £375,000 at 31 December 2020.
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.
Following the outbreak of COVID-19 the Directors are uncertain of future cashflows and an updated discounted
cash flow calculation has been produced with reduced cash flows expected for 2021, this has the impact of
reducing the value of the goodwill to £nil at 31 December 2020.
Live Company Sports and Entertainment (“LCSE”)
In December 2020 the Group established its new LCSE division, through an all share acquisition of Live Company
Sports and Entertainment Limited, including its 50% interest in K-Pop Europa Limited; the novation of a number
of contracts from World Sport South Africa (Pty) Limited and the acquisition of the entire issued capital of
E Movement Holdings Ltd.
The substance of these transactions is the acquisition of a series of contracts rather than a business combination
as defined in IFRS 3, “Business Combinations”. The transactions have therefore been accounted for as additions to
intangible fixed assets of £1,450,000 with no goodwill arising.
Intercompany balances
All intercompany balances are eliminated on consolidation.
Subsidiary companies audit exemption
The company’s active subsidiaries Bright Bricks Limited, Brick Live Group Limited, Brick Live International
Limited, Brick Live Touring Limited, Parallel Live Group Limited, Live Company Sports and Entertainment Limited
and E Movement Holdings Ltd 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. Intangible fixed assets
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.
48
Acquired contracts are amortised over the period of the rights acquired, where contracts are renewable and are
likely to be renewed for a further period such further period, but no subsequent periods, is considered to be part of
the period of the rights acquired.
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 assets 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, “Leases” a right of 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 2020 is detailed in Note 25.
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.
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 in October
2018 as detailed in Note 19.
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 finan-
cial 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.
49
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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
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.
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 measure-
ment as a whole:
• 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 with employees 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.
Equity settled share based payment transactions with service providers are measured at the fair value of the
goods or services received, except where the fair value cannot be reliably estimated, in which case they are
measured at the fair value of the equity instrument granted, measured at the date the entity obtains the goods
or the counterparty renders the service.
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.
50
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;
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.
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.
2.19. Government grants and assistance
Government grants and assistance are recognised in the related expense line in the consolidated statement of
comprehensive income on a systematic basis over the period in which the entity recognises the expense, for which
the grant is intended to compensate. Therefore, grants in recognition of specific expenses are recognised in the
related expense line in the same period.
51
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 Group’s goodwill, investments and the share of net
assets of associates as detailed in Notes 16, 17 and 18.
Depreciation and amortisation
Depreciation and amortisation 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 Notes 2.2 and 2.4 to these consolidated financial
statements based on their knowledge of the industry and typically how long each asset type retains its value.
Revenue recognition with customers
Revenue from contracts with customers 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 judgement is therefore involved
in the calculation of the charge.
Contingent consideration
Contingent consideration recorded as a financial liability at fair value. The amount of contingent consideration to
be paid is based on the occurrence of future events, such as the achievement of certain development, regulatory
and sales milestones. Accordingly, the estimate of fair value contains uncertainties as it involves judgment about
the likelihood and timing of achieving these milestones as well as the discount rate used. Changes in fair value of
the contingent consideration obligation result from changes to the assumptions used to estimate the probability of
success for each milestone, the anticipated timing of achieving the milestones and the discount period and rate to
be applied.
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.
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
Reportable segments
The reportable segment results for the year ended 31 December 2020 are as follows:
Revenue
Cost of sales
Administrative expenses
Finance costs
Exceptional items
Taxation
Product &
content sales
£’000
Tours, events,
licenses and content
rental fees
£’000
497
684
561
-
-
-
1,360
1,872
1,535
-
-
-
Unallocated
£’000
-
-
1,117
110
4,355
(144)
Total
£’000
1,857
2,556
3,213
110
4,355
(144)
Segment loss the year
(748)
(2,047)
(5,438)
(8,233)
The reportable segment results for the year ended 31 December 2019 were as follows:
Revenue
Cost of sales
Administrative expenses
Share of associate
Finance costs
Exceptional items
Taxation
Segment profit/(loss) for the year
Product &
content sales
£’000
Tours, events,
licenses and content
rental fees
£’000
974
421
413
-
-
-
140
4,477
1,939
1,898
-
-
640
Unallocated
£’000
-
-
1,391
(86)
207
1,112
341
(2,965)
Total
£’000
5,451
2,360
3,702
(86)
207
1,112
341
(2,185)
Administrative expenses are apportioned to each trading segment in proportion to the revenue earned.
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.
52
53
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020 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 2020
Segment assets and liabilities as at 31 December 2020 are as follows:
5. Operating loss before exceptional items
Product &
Content Sales
£’000
Tours, events, shows,
licenses & content rental fees
£’000
Assets
Liabilities
-
-
10,868
5,776
Unallocated
£’000
1,322
Total
£’000
12,190
644
6,420
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
Geographical information
The Group’s business segments operated in six 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
Non-current assets
United Kingdom
Europe
USA
South America
Asia
Middle East
Unallocated
2020
£’000
1,013
49
265
-
434
96
1,857
2019
£’000
2,995
-
394
31
711
310
2,345
6,786
2019
£’000
2,923
930
406
46
1,111
35
5,451
2018
£’000
4,661
986
467
-
407
-
4,393
10,914
Major customers
Included within Tours, events, licenses and content rental fees are revenues of £225,000 (2019: £532,000) which
arose from sales to the Groups largest customer. No single customer in 2020 or 2019 accounted for more than
10% of revenue.
54
This is stated after charging
Content depreciation (included within cost of sales)
Loss on disposal of content assets (included within cost of sales)
Other depreciation and amortisation (included within administrative expenses)
Depreciation on right of use assets
Net foreign exchange losses
6. Exceptional items
The exceptional items consist of the following:
Share options and warrants charge
Transactional and reorganisational costs
Impairment of associate and intangible assets
Exceptional bad debt
2020
£’000
705
192
57
61
17
2020
£’000
278
2,676
1,401
-
4,355
2019
£’000
589
17
63
16
40
2019
£’000
218
612
-
282
1,112
2020 Exceptional items
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
£278,000 which may increase or decrease with changes to these rates.
Transactional and reorganisational costs
Transactional costs relate to various debt and equity raises completed during the year as detailed in Note 22 as
well as costs associated with terminating the ESA as detailed in Note 33.
Impairment of associate and intangible assets
The Directors have considered the carrying value of goodwill, investments and the share of net assets of
associates in light of the impact of COVID-19, together with the effects of the measures taken to contain it in the
markets in which the Group operates and have determined the impairment, as detailed in Notes 16, 17 and 18 is
required.
Included in the Consolidated Statement of Financial Position at 31 December 2019 was £86,700 being the
Groups share of the net assets of Brick Live Centre Education Development (Beijing) Company Limited a company
incorporated in China in which the Group indirectly holds a 49% interest through its 100% holding in Brick Live Far
East Limited. Due to the impact of COVID-19 on the recoverability of this balance, the Directors have provided in
full against this amount.
2019 Exceptional items
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 prior year is
£218,000 which may increase or decrease with changes to these rates.
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 prior year.
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.
55
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
7. Auditor’s remuneration
Ranjit Murugason
Fees payable to the auditor, Moore Kingston Smith LLP,
for the audit of the annual accounts of the Group and
the Company
Taxation compliance
8. 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
2020
£’000
2019
£’000
77
8
85
87
8
95
2020
£’000
2019
£’000
5
44
3
52
2020
£’000
1,825
133
22
1,980
22
40
4
66
2019
£’000
2,566
177
31
2,774
Non-Executive fees
Fees in connection with fundraise in February 2019
Bright Bricks integration and Singapore company closure fees
2020
£’000
20
-
-
20
The remuneration for Ranjit Murugason in the prior year was satisfied by the issue of new Ordinary shares as
detailed in Note 27.
Andrew Smith
As Chief Strategic Officer
As Executive Chairman of Bright Bricks Group
2020
£’000
-
-
-
Andrew Smith received a further £32,000 for the remainder of the prior year after his resignation.
Bryan Lawrie
Fees as Chief Financial Officer
Non-Executive fees
Fees paid to Bryan Lawrie as Chief Financial Officer were paid to CFO Partners Limited.
Further information on related party transactions are set out in Note 33.
9. Remuneration of Directors and key management personnel
10. Finance costs
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 2020 was, in aggregate, £508,000 (2019: £859,000).
Directors’ remuneration and fees, including Non-Executive Directors, during the year were as follows:
David Ciclitira
Andy Smith (resigned 2 September 2019)
Bryan Lawrie
Serenella Ciclitira
Ranjit Murugason
Trudy Norris-Grey (resigned 14 February 2021)
Simon Horgan (resigned 17 February 2021)
Mark Freebairn (resigned 14 February 2021)
David Ciclitira
UK Chairman’s fees
International consultancy fees
Additional contracted work during the year
56
2020
£’000
330
-
76
10
20
52
10
10
508
2020
£’000
25
250
55
330
2019
£’000
451
74
144
20
125
20
20
5
859
2019
£’000
25
250
176
451
Loan interest
Interest expense on lease liabilities
Other
11. 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
Effect of change in tax rates
Total deferred taxation charge
Tax charge on loss on ordinary activities
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
2019
£’000
30
45
50
125
2019
£’000
38
36
74
2019
£’000
144
-
144
2019
£’000
185
7
15
207
2019
£’000
-
(86)
(86)
427
-
427
341
57
2020
£’000
71
5
76
2020
£’000
59
24
27
110
2020
£’000
-
(238)
(238)
28
66
94
144
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
Loss on ordinary activities before tax
Loss on ordinary activities at the standard rate of
corporation tax of 19% (2019: 19%)
Effect of disallowable expenditure
Tax losses carried forward
12. Earnings per share
2020
£’000
(8,388)
(1,594)
932
662
-
2019
£’000
(1,844)
(350)
-
350
-
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 (£’000)
Weighted average number of shares in issue
Basic and diluted earnings per share *
2020
£’000
(8,233)
83,678,936
(9.8p)
2019
£’000
(2,185)
70,171,496
(3.1p)
* Diluted earnings per share in both 2020 and 2019 are the same as basic earnings per share, as there are no dilutive options in issue during
these years.
13. Property, plant and equipment
Group
Cost
Cost at start of year
Additions for year
Disposals
Cost at end of year
Depreciation
Cumulative depreciation at start of year
Charge for year
Eliminated on disposal
Cumulative depreciation at end of year
Content
2020
£’000
2019
£’000
Other
Total
2020
£’000
2019
£’000
2020
£’000
2019
£’000
5,016
921
(380)
5,557
971
705
(188)
1,488
3,801
1,239
(25)
5,015
389
589
(8)
970
178
14
(15)
177
71
46
(15)
102
152
24
-
176
13
56
-
69
5,194
935
(395)
5,734
1,042
749
(99)
1,590
3,953
1,263
(25)
5,191
402
645
(8)
1,039
Net book value at end of year
4,069
4,045
75
107
4,144
4,152
Net book value at start of year
4,045
3,412
107
139
4,152
3,551
The Company had no property, plant and equipment assets in either 2020 or 2019.
58
14. 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
15. Intangible assets
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
2020
£’000
2019
£’000
Company
2020
£’000
2019
£’000
308
-
308
16
61
77
231
292
-
308
308
-
16
16
292
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Group
2019
£’000
2018
£’000
Company
2019
£’000
2018
£’000
88
1,451
1,539
12
11
23
1,516
76
55
33
88
5
7
12
76
50
-
1,450
1,450
-
-
-
1,450
-
-
-
-
-
-
-
-
-
Trademarks
Trademarks are obtained for each show in each jurisdiction around the world. Trademarks are amortised over their
estimated useful lives, which is on average 10 years. The carrying value of trademarks at 31 December 2020 is
£66,000 (2019; £76,000).
LCSE
In December 2020 the Company acquired the entire issued share capital of Live Company Sports and
Entertainment Limited together with its wholly owned subsidiary Live Company Sports and Entertainment (Pty)
Limited and 50% interest in K-Pop Europa Limited for £650,000 and purchased certain contracts from World
Sport South Africa (Pty) Limited for £500,000 to create a new Sports and Entertainment division (RNS Number :
3562H 03 December 2020).
In December 2020 the Company acquired the entire issued share capital of E Movement Holdings Ltd for
£300,000 (RNS Number : 3562H 03 December 2020).
The substance of these transactions is the acquisition of a series of contracts rather than a business combination
as defined in IFRS 3 “Business Combinations”. The transactions have therefore been accounted for as additions to
intangible fixed assets of £1,450,000. The acquired contracts are amortised over the period of the rights acquired,
where contracts are renewable and are likely to be renewed for a further period such further period, but no
subsequent periods, is considered to be part of the period of the rights acquired.
59
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
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.
16. Investments
Cost
Cost at start of the year
Additions for the year
Cost at end of year
Impairment
At start of the year
Impairment in the year
Cumulative impairment at end of year
Net book value at end of the year
Net book value at start of year
Group
Company
2020
£’000
2019
£’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2020
£’000
17,450
1,450
17,450
2019
£’000
17.450
-
17,450
-
11,425
11,425
-
-
-
6,025
17,450
17,450
17,450
In light of the impact of COVID-19, together with the effects of the measures taken to contain it in the markets
in which the Group operates, the Directors considered the carrying value of investments at 30 June 2020
(as detailed in Note 3 to the results for the six months ended 30 June 2020) and again at 31 December 2020.
As a cash generating unit the carrying value was assessed based on a discounted cashflow over five years at the
Groups current cost of capital, considered by the Directors to be 9%, and it was determined the impairment, as
described in the table below, was required.
Brick Live Far East Limited
Brick Live Group (incorporating Bright Bricks Limited)
Parallel Live Group
At start of year
£’000
2,950
13,500
1,000
17,450
Additions
£’000
-
-
-
-
Impairment
£’000
(2,950)
(8,542)
-
(11,425)
At end of year
£’000
-
5,025
1,000
6,025
17. Goodwill
Group
Company
Cost at start and end of year
Impairment
At start of the year
Impairment in the year
Cumulative impairment at end of year
Net book value at end of year
Net book value at start of year
2020
£’000
8,888
4,581
3,411
7,992
896
4,307
2019
£’000
8,888
4,581
-
4,581
4,307
4,307
2020
£’000
2019
£’000
-
-
-
-
-
-
-
-
-
-
-
-
As detailed in Note 3 to the results for the six months ended 30 June 2020 the Directors considered the carrying
value of goodwill in light of the impact of COVID-19, together with the effects of the measures taken to contain it
in the markets in which the Group operates.
As a cash generating unit the carrying value was assessed based on a discounted cashflow over five years at the
Groups current cost of capital, considered by the Directors to be 9%, and it was determined the impairment, as
described in the table below, was required.
The Directors further considered the carrying value of goodwill at 31 December 2020 and determined no further
impairment was required.
Brick Live Far East Limited
Brick Live Group (incorporating Bright Bricks Limited)
Parallel Live Group
At start of year
£’000
2,950
86
1,271
4,307
Additions
£’000
-
-
-
-
Impairment
£’000
(2,950)
(86)
(375)
(3,411)
At end of year
£’000
-
-
896
896
18. Investments in Associates and Joint Ventures
Group
Company
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
2020
£’000
197
-
197
111
86
197
-
86
2019
£’000
111
86
197
111
-
111
86
-
2020
£’000
2019
£’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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 £87,000 which was added to the
carrying value of the investment. As detailed in Note 3 to the results for the six months ended 30 June 2020 the
Directors considered the carrying value of the share of net assets in light of the impact of COVID-19, together with
the effects of the measures taken to contain it, in the markets in which the Group operates, and determined this
should be impaired to £nil.
60
61
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
The Directors further considered the carrying value of the investment at 31 December 2020 and determined no
further adjustment to the carrying value was required.
The results of the Associate in the year are:
Revenue
(Loss)/profit before tax
Taxation
(Loss)/profit after tax
Current assets
Non-current assets
Current liabilities
Non-current liabilities
2020
£’000
128
(500)
-
(500)
287
693
(912)
-
68
2019
£’000
1,819
220
(17)
203
573
1,317
(1,549)
-
341
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:
Revenue
Loss before tax
Taxation
Loss after tax
Current assets
Non-current assets
Current liabilities
Non-current liabilities
2020
£’000
-
(1)
2019
£’000
113
(26)
(1)
(26)
-
-
(27)
-
(27)
(26)
-
(26)
BRICKLIVE (South Africa) Limited
In November 2019, Brick Live International Limited signed an agreement with World Sport South Africa (Pty)
Limited, a company incorporated in South Africa, to create BRICKLIVE (South Africa) Limited to be owned 50.1%
by BLI and 49.9% by WSSA.
Following the acquisition of Live Company Sports and Entertainment and purchase of certain contracts from
WSSA in December 2020 (RNS Number : 3562H 03 December 2020) this agreement was terminated without
trading ever commencing.
62
19. Inventories
Inventories of bricks
Work in progress
Group
2020
£’000
4,633
198
4,831
2019
£’000
6,100
152
6,252
Company
2020
£’000
2019
£’000
-
-
-
-
-
-
Included in inventories is £3,983,000 (2019: £5,323,000) of stock acquired on acquisition of Bright Bricks Group
and included at fair value at that date.
Included in inventories is £1,500,000 (2019: £nil) subject to a sale and HP Agreement entered into with Close
Leasing Limited, (see Note 22).
20. Trade and other receivables – current assets
Trade receivables
Amounts owed by subsidiaries
Other receivables
Prepayments and accrued income
Trade and other receivables – non current assets
Other receivables
Group
Company
2020
£’000
123
-
64
217
404
2019
£’000
455
-
265
88
808
2020
£’000
-
1,226
78
156
1,460
2019
£’000
-
2,512
9
-
2,521
Group
2020
£’000
2019
£’000
Company
2020
£’000
2019
£’000
-
-
2,000
2,000
-
-
2,000
2,000
Included in non current assets in other receivables is a £nil (2019: £2,000,000) Equity Share Agreement (ESA)
debtor as set out in Note 33.
Amounts owed by subsidiaries are considered interest free and repayable on demand.
21. Cash and cash equivalents
Cash at bank
22. Borrowings
Loan due within one year
Loan due after one year
Group
Company
2020
£’000
168
2019
£’000
98
2020
£’000
191
2019
£’000
119
Group
Company
2020
£’000
615
1,430
2,045
2019
£’000
532
463
995
2020
£’000
167
83
250
2019
£’000
532
463
995
63
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
In April 2020 the Group entered into a £250,000 CBILS loan agreement with NatWest Bank Plc (RNS Number :
4000L 30 April 2020), which remained outstanding at the balance sheet date; and a £500,000 loan agreement
with David Ciclitira (RNS Number : 6990J 15 April 2020), £205,000 of which was converted into equity in June
2020 (RNS Number : 1520R 26 June 2020) leaving £295,000 outstanding at the balance sheet date. The loan
from David Ciclitira bears interest at 16.2% and is secured by a second fixed and floating charge over the Groups
assets with priority given to the security held by Close Leasing Limited as detailed below.
In August 2020 (RNS Number : 2514W 17 August 2020) the Group entered into an agreement with Close Leasing
Limited whereby stock totalling £1,500,000 included under Inventories in the Statement of Financial Position in
these consolidated financial statements was sold to Close Leasing Limited and purchased back under the terms
of a Hire Purchase Facility (HP Agreement) provided in conjunction with the CBILS.
The substance of the transaction meant that no performance obligation arose and control of the stock did not pass
to Close Leasing Limited thus in accordance with IFRS 15, “Revenue from Contracts with Customers” no revenue
was recognised on the transaction and thus in accordance with IFRS 16, “Leases” no right of use asset was
created. The obligation under the HP Agreement is thus included in borrowings in accordance with IFRS 9,
“Financial Instruments”.
The HP Agreement was for a term of five years at an effective interest rate of 5.14% secured against the
£1.500.000 of stock subject to the agreement and a fixed and floating charge over the Groups other assets.
The proceeds from the facility were used to repay the outstanding YA II and RiverFort borrowing in full
(2020: £nil; 2019: £995,000) and to terminate the ESA described in Note 33.
23. Trade and other payables
Trade payables
Amounts owed to subsidiaries
Other payables
Other taxation and social security
Accruals and deferred income
Group
Company
2020
£’000
574
-
866
924
1,120
3,484
2019
£’000
720
-
210
687
947
2,564
2020
£’000
112
66
835
24
343
1,380
2019
£’000
198
66
83
10
291
648
Amounts owed to subsidiaries are unsecured, interest free and repayable on demand.
Other payables include £800,000 (2019: £nil) of deferred consideration as detailed in Note 29.
24. 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.
Set out below are liquidity risk comparative tables as at 31 December 2020 and 31 December 2019.
Remaining contractual maturities year ended 31 December 2020
Group
Bank loans and borrowings
Trade and other payables*
Lease liabilities
Company
Bank loans and borrowings
Trade and other payables*
Within
3 Months
£’000
8
1,440
15
1,463
Within
3 Months
£’000
-
1,013
1,013
>3 months
< 1 year
£’000
> one year
< 5 years
£’000
Total carrying
amount
£’000
607
-
45
652
1,430
-
188
1,618
2,045
1,440
248
3,733
>3 months
< 1 year
£’000
> one year
< 5 years
£’000
Total carrying
amount
£’000
167
-
167
83
-
83
250
1,013
1,263
Remaining contractual maturities year ended 31 December 2019
Group
Bank loans and borrowings
Trade and other payables*
Leases
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
The trade and other payables above exclude taxation and accruals and deferred income.
64
65
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
Credit Risk
Financial assets past due but not impaired as at 31 December 2020:
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
113
1,304
>30 days
£’000
25
-
>60 days
£’000
>90 days
£’000
>120 days
£’000
-
-
-
-
49
-
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
2,720
4,521
>30 days
£’000
-
-
>60 days
£’000
>90 days
£’000
>120 days
£’000
-
-
-
-
-
-
The trade and other receivables above exclude prepayments and accrued income.
Group trade and other receivables excluding prepayments and accrued income as at 31 December 2020 were
£187,000 (2019: £2,720,000), all of which are not impaired. All remaining trade and other receivables as at 31
December 2020 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 outstanding loans (one with NatWest Bank PLC and one with David Ciclitira) and the HP
Agreement with Close Leasing Limited at the year end (2019: two with Riverfort). The interest rates in respect
of the HP Agreement and loan from David Ciclitira are fixed and in respect of the loan from NatWest Bank PLC is
calculated in relation to bank Base Rate, there are no early redemption penalties associated with the NatWest
Bank PLC loan and the 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 2020. 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 2020, for each 10% fluctuation in exchange rates, net assets
are expected to be impacted by £16,000 (2019: £6,000)
Year ended 31 December 2020
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
Net Impact
Year ended 31 December 2019
Carrying amount (sterling equivalent)
Financial assets
Cash
Trade and other receivables
Total financial assets
Financial liabilities
Borrowings
Trade payables
Other payables
Lease liabilities
Other taxation and social security
Accruals and deferred income
Net Impact
25. Lease liabilities
Current
Non-current
£
‘000
$
‘000
€
‘000
Total
£‘000
(-10%)
£‘000
10%
£‘000
Forex Risk
164
331
495
2,045
349
866
248
924
1,120
5,552
3
27
30
-
67
-
-
-
-
67
1
45
46
-
158
-
-
-
-
158
168
404
572
2,045
574
866
248
924
1,120
5,777
-
7
7
-
23
-
-
-
-
23
16
-
(7)
(7)
-
(23)
-
-
-
-
(23)
(16)
£
‘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
Group
2020
£’000
60
188
248
2019
£’000
79
224
303
2
25
27
-
(21)
-
-
-
-
(21)
(2)
(25)
(27)
-
21
-
-
-
-
21
6
(6)
Company
2020
£’000
2019
£’000
-
-
-
-
-
-
In 2019, a right of use asset, being the present value of the operating lease payments over the remaining life of
the lease, was recognised. The right of 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
2020 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.
66
67
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
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
26. Deferred tax
At start of year
Charged to profit or loss
At end of year
2020
£’000
2019
£’000
-
62
24
-
16
7
2020
£’000
2019
£’000
79
219
-
298
80
298
-
378
Company
2020
£’000
550
94
644
2019
£’000
123
427
550
Due to the availability of UK tax losses, subject to agreement with the HMRC, there is an estimated deferred tax
asset of £2,648,000 (2019: £2,382,000). This is not recognised due to the uncertainty of the timing of future
taxable profits against which these losses could be utilised.
27. Share capital
The issued share capital is set out in the table below:
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
2020
2019
No. of shares
£’000
No. of shares
£’000
108,138,544
2,047,523
199,831,545
103,260
1,081
1,061
999
2,024
5,165
79,500,419
2,047,523
199,831,545
103,260
794
1,061
999
2,024
4,878
The changes in the year to 1p Ordinary shares, relating to the various capital transactions during the year were as
follows:
2018
No. of shares
£’000
Ordinary shares of 1p
At start of year
Settlement of director fees (RNS Number : 1029A 17 January 2020)
Settlement of advisor fees (RNS Number : 6990J 15 April 2020)
Settlement of salary and contractor fees (RNS Number : 9396L 05 May 2020)
Share Placing (RNS Number : 1520R 26 June 2020)
Loan conversion (RNS Number : 1520R 26 June 2020)
Settlement of salary and contractor fees (RNS Number : 5485T 21 July 2020)
Settlement of salary and contractor fees (RNS Number : 9339Z 24 September 2020)
Share placing and subscription (RNS Number : 3562H 03 December 2020)
79,500,419
116,667
233,333
1,196,866
4,000,000
2,050,000
835,182
1,396,077
18,810,000
794
1
2
12
40
21
8
14
189
At end of year
68
108,138,544
1,081
2019
No. of shares
£’000
Ordinary shares of 1p
At start of year
Share placing (RNS Number : 5610P 11 February 2019)
Settlement of Ranjit Murugason fees (RNS Number : 5610P 11 February 2019)
Settlement of Ranjit Murugason fees (RNS Number : 8050U 02 April 2019)
Share subscription (RNS Number : 6771A 31 May 2019)
Share subscription (RNS Number : 1083K 23 August 2019)
Share placing (RNS Number : 4454U 25 November 2019)
Share subscription (ESA) December 2019 (RNS Number : 9028W 16 December 2019)
67,094,595
2,084,616
69,230
153,846
1,038,457
46,152
2,346,856
6,666,667
671
21
1
2
10
-
23
66
At end of year
79,500,419
794
The number of additional shares authorised for issue is 30,104,523 (2019: 25,947,917), after the balance sheet
date the members of the Company in general meeting authorised the issue of up to 54,069,200 additional shares
of which 1,863,219 have been issued (RNS Number : 4219Q 25 February 2021).
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;
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.
28. Share premium
At start of year
Premium arising on issue of equity shares
Debt to share conversion
Share issue costs
At end of year
2020
£’000
23,480
872
1,141
(84)
25,409
2019
£’000
18,470
3,932
1,181
(103)
23,480
69
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
0
1
S
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A
T
E
G
C
R
E
P
O
R
T
I
0
2
G
O
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N
A
N
C
E
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0
3
F
N
A
N
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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
29. Acquisitions
In December 2020 the Company acquired the entire issued share capital of Live Company Sports and
Entertainment Limited together with its wholly owned subsidiary Live Company Sports and Entertainment (Pty)
Limited and 50% interest in K-Pop Europa Limited for £650,000 and purchased certain contracts from World
Sport South Africa (Pty) Limited for £500,000 to create a new Sports and Entertainment division (RNS Number :
3562H 03 December 2020). Live Company Sports and Entertainment Limited was 100% owned by David Ciclitira
prior to the acquisition.
In December 2020 the Company acquired the entire issued share capital of E Movement Holdings Ltd for
£300,000 (RNS Number : 3562H 03 December 2020). E Movement Holdings Ltd was 33.34% owned by
David Ciclitira prior to the acquisition.
These transactions have been treated as the acquisition of contracts as detailed in Note 2.1.
Acquisitions
Live Company Sports and Entertainment Limited
Live Company Sports and Entertainment Pty Limited
K-Pop Europa Limited (JV)
Novation of contracts
E Movement Holdings Ltd
Satisfied by:
Cash
Deferred consideration
Equity instruments (6,000,000 Ordinary shares of parent Company)
The Company made no acquisitions in 2019.
Purchase
price
£’000
650
-
-
500
300
1,450
50
800
600
1,450
The 600,000 Ordinary shares of parent Company issues in consideration of the acquisition of LCSE and the
novation of contracts are included in the share placing and subscription announced in December 2020 as
detailed in Note 27.
The Company made no acquisitions in 2019.
30. Share option reserve
At start of year
Share option charge
Warrant charge
At end of year
2020
£’000
218
222
56
496
2019
£’000
-
167
51
218
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. No options were issued in 2020 (2019: 3,086,346 at an average exercise price of
65p).
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
65p
63%
1.6%
0.00
3 years
70
The charge for the year ended 31 December 2020 for the options issued in April 2019 totals £222,200 (2019:
£166,700).
Details of the share options outstanding during the year are as follows. There are no share options exercisable at
the balance sheet date.
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
2020
Weighted
average exercise
price (p)
65
-
-
-
65
2019
Weighted
average exercise
price (p)
-
65
-
-
65
Number
-
3,086,346
-
-
3,086,346
Number
3,086,346
-
-
-
3,086,346
Warrants
75,000 (2019: 282,018) warrants were issued during the year at a weighted average exercise price of 15p**
(2019: 74.66p).
Share warrants
Investor (exercisable up to 17 October 2022)
Investor (exercisable up to 16 December 2023)
Adviser (exercisable up to 25 February 2021)
Adviser (exercisable up to 25 June 2022)
31 December
2020
Number
Exercise
price (p)
31 December
2019
Number
Exercise
price (p)
356,923
232,018
50,000
75,000
38.79p
38.79p
80.00p*
15.00p**
356,923
232,018
50,000
38.79p
38.79p
80.00p
*In June 2020 it was proposed to reprice these to 15p (RNS Number : 1520R 26 June 2020).
**In December 2020 it was proposed to reprice these to 10p (RNS Number : 3562H 03 December 2020).
The inputs into the warrant pricing model for the warrants issued in the year are:
Weighted average exercise price 15p
79%
Expected volatility
2 years
Expected life
1.1%
Risk free interest rate
0.00
Expected dividends
The charge for the year ended 31 December 2020 for the warrants in issue totals £55,500 (2019: £51,100).
A further 16,810,000 (2019: 3,903,840) warrants were issued to investors as part of an equity raise and are
therefore outside the scope of IFRS 2 “Share-based payment” and consequently there is no share-based payment
charge in respect of these warrants.
31. 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 £5.8m at 31 December 2020 (2019: £13.7m). 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)
2020
£’000
(2,045)
(2,045)
168
(1,877)
2019
£’000
(995)
(995)
98
(897)
71
LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
In order to maintain or adjust the capital structure the Group may issue new shares or sell assets to reduce debt.
Unpaid balances due to related parties at 31 December
32. Related party transactions
Details of the Directors’ remuneration and consultancy fees are disclosed in Note 9.
David Ciclitira
David Ciclitira injected funds into the Company during the year as follows:
2020
£’000
2019
£’000
David Ciclitira*
Serenella Ciclitira
Ranjit Murugason
Bryan Lawrie
Trudy Norris-Grey
Mark Freebairn
Simon Horgan
2020
£’000
318
8
20
11
(15)
10
10
362
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
2019
£’000
7
-
30
12
18
5
-
72
Fees settled in shares (RNS Number : 9396L 05 May 2020)
Loan conversion (RNS Number : 1520R 26 June 2020)
Acquisition of LCSE settled in shares (RNS Number : 3562H 03 December 2020)
Purchase of 400,000 Ordinary shares of 1p each
Purchase of Venturi Formula E Car
Loan advanced
Loan facility (RNS Number : 6990J 15 April 2020).
Total funds injected
David Ciclitira received payments during the year as set out below:
Business expenses and healthcare costs.
Rental arrangements (London and Italy) (RNS Number : 0451O 30
September 2019).
Fee in relation to the settlement of James Golf creditors
(Admission Document)
Rental arrangements for use of Venturi Formula E Car as described in Note
33 to the annual report for the year ended 31 December 2019.
Fees and interest in relation to the provision of loan facility detailed in Note 22.
Fees in relation to providing personal guarantee (RNS Number : 2514W 17
August 2020)
Consideration for the purchase of 100% of the issued share capital of Live
Company Sports and Entertainment Ltd (RNS Number : 3562H 03 December
2020)*
Consideration for the purchase of 33% of the issued share capital of
E-Movement Holdings Ltd (RNS Number : 3562H 03 December 2020)**
Fee in relation to the assumption of historic liabilities (RNS Number : 6990J
15 April 2020)
Loan repaid
Loan conversion (RNS Number : 1520R 26 June 2020)
Repayment of short-term loans as described in Note 31 to the annual report
for the year ended 31 December 2018
Total payments received
28
205
450
-
-
683
500
1,183
2020
£’000
13
-
-
17
101
28
450
-
29
638
205
-
205
843
-
-
-
260
25
285
-
285
2019
£’000
26
33
123
-
-
-
-
-
-
182
-
126
126
308
*£450,000 of the total consideration for the purchase of Live Company Sports and Entertainment Limited was
settled by the issue of 4,500,000 Ordinary shares in the parent Company, the balance of £200,000 has been
deferred and will be settled by the issue of a further 2,000,000 shares based on certain criteria.
**The total consideration of £100,000 for the purchase of David Ciclitira’s 33.34% holding in E Movement Holdings
Ltd has been deferred and will be settled in cash based on certain criteria.
I
0
3
F
N
A
N
C
A
L
S
I
*Includes total deferred consideration of £300,000 in relation to the acquisition of David Ciclitira’s interest in LCSE
and E Movement Holdings Ltd and the outstanding loan balance of £295,000 as detailed in Note 22.
33. Equity Share Arrangement
In December 2019, the Company entered into a subscription agreement with YA II PN, Limited. (“YA II”) and
RiverFort Global Opportunities PCC Limited (“RiverFort”) together 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.
In August 2020 (RNS Number : 2514W 17 August 2020) the Group entered into a £1,500,000 CBILS borrowing
agreement with Close Leasing Limited, the proceeds from the facility were used to repay the outstanding YA II
and RiverFort borrowing and to terminate the ESA agreement.
In addition to an early termination fee of £143,000 payable by the Group, Live Company Group EBT Limited
purchased 5,726,480 shares previously held by YA II and RiverFort (representing 6.51%. of the Company’s
issued share capital at the time) into trust, at a cost of £57,000.
These payments together with the Group’s expected share of the ESA Payment (£2,000,000 at the time of the
agreement and included in non-current receivables in the Groups unaudited consolidated statement of financial
position at 30 June 2020) which following the termination will no longer be receivable will be considered part
of the consideration for the share purchase at a group level and is included in the Group retained earnings in the
Consolidated Statement of Financial Position.
72
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
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1
S
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A
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E
G
C
R
E
P
O
R
T
I
0
2
G
O
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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 2020
NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2020
34. Subsidiaries
35. Post balance sheet events
START.Art
As announced on 4 May 2021 (RNS Number : 3348X 04 May 2021) the Company has acquired a non controlling
minority interest of 16.3% in Start Art Global Limited (‘START Art’), an online art and digital art sales and news
platform, for £1,000,000 funded from the proceeds of a £1,500,000 share placing completed on 24 May 2021.
Loan from David Ciclitira
As announced on 1 June 2021 (RNS Number : 4199A 01 June 2021) the terms of the loan advanced by David
Ciclitira to Brick Live International Limited on 15 April 2020 have been varied to extend the term of the loan and
convert an additional £30,000 to equity at 5p per share. Following the conversion a balance of £90,823 remained
outstanding.
Warrant repricing
As announced on 28 June 2020 (RNS Number : 1520R 26 June 2020) in accordance with the terms of the warrant
instrument and following the passing of special resolution 4 at the general meeting held 29 January 2021 and
special resolution 5 at the general meeting held 21 May 2021:
• 3,953,840 warrants with an exercise price of 80p were repriced at an exercise price of 15p; and,
• 4,075,000 warrants with an exercise price of 15p were repriced at an exercise price of 10p.
At 31 December 2020, the Company had the following (direct and indirect) subsidiaries:
Held directly
Brick Live Group Limited
Brick Live Touring Limited
Parallel Live Group Limited
Company
number
10151705
11253539
09932658
Place of
incorporation
UK
UK
UK
%
owned
100%
100%
100%
Bright Bricks 2020 Limited
Championship (Singapore) Pte Limited
Live Company Sports and
Entertainment Limited
E-Movement Holdings Limited
12333294
201427355K
UK
Singapore
12328268
12502990
UK
UK
100%
95%
100%
100%
Held indirectly
Brick Live International Limited
10257756
UK
100%
Brick Live Far East Limited
10308158
UK
100%
Brick Live Far East Limited
2460460
Hong Kong
100%
Parallel Live (NY) LLC
Bright Bricks Limited
6339763
07227540
USA
UK
100%
100%
Bright Bricks Consumer Limited
10653625
UK
100%
E-Movement Holdings Pty Limited
Live Company Sports and
Entertainment Pty Limited
2021/354354/07
South Africa
100%
2020/765082/07
South Africa
100%
Principal activities
Holding Company
Dormant
Holding Company US
activities
Dormant
Dormant
Holding Company
Holding Company
Sales of products,
licensed events and
zoos
Dormant and being
dissolved
Owner of Associate
investment in China
Dormant
Specialist production
company
Dormant and being
dissolved
Formula E events
Sports and
entertainment events
The following subsidiaries were dissolved in the year:
Held directly
Brick Live Hong Kong Limited
Parallel Media Group Asia
Company
number
2460469
201131009R
Place of
incorporation
UK
Singapore
%
owned
100%
100%
Principal activities
Dissolved
Dissolved
The registered office of the subsidiaries incorporated is England and Wales is 3 Park Court Pyrford Road, West
Byfleet, Surrey, KT14 6SD.
The registered office of the overseas subsidiaries are as follows:-
Championship (Singapore) Pte Limited, 62 Neil Road, Singapore (088833)
Brick Live Far East Limited, RM 1307A 13/F, Two Harbourfront, 22 Tak Fung Street, Hughom, Hong Kong.
E Movement Holdings (Pty) Limited, 9 Viscount Crescent, Baronetcy Estate, Plattekloof, Western Cape, 7500,
South Africa.
Live Company Sports and Entertainment (Pty) Limited, Noland House, River Park, Mowbray, Western Cape, South
Africa.
74
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LIVE COMPANY GROUP PLC ANNUAL REPORT 2020LIVE COMPANY GROUP PLC ANNUAL REPORT 2020
Cape Town Cycle Tour 2019