Be Heard Group Plc. ( Be Heard, the Company or the Group ) Unaudited Interim Results for the six months to 30 th June 2016

Transcription

1 15 th September 2016 Be Heard Group Plc ( Be Heard, the Company or the Group ) Unaudited Interim Results for the six months to 30 th June 2016 Be Heard Group Plc (AIM: BHRD), the digital marketing services group, is pleased to announce its unaudited interim results for the six months to 30 th June Headline Financial Results for the period: 000 Turnover 14,707 Net Revenue 3,308 Trading EBITDA (adjusted) 687 trading margin of 20% Group EBITDA (adjusted) (12) after group costs Loss per share (diluted) (0.01) Headline financial results represent the performance for the six months to 30 th June 2016, adjusted to exclude acquisition costs, share based payment charges, goodwill amortisation, depreciation and financial costs. These are reconciled to the statutory figures in note 5. Operational Highlights Fundraise of 8.1 million and acquisition of second partner company award-winning User Experience (UX), design and build agency MMT Client wins include Vodafone, Domestic & General, BDO, Wiltshire Farm Foods, Centaur Media, Shaw Trust, Prospects Education, Bureau van Dijk, Net Wealth and Mr & Mrs Smith Industry recognition for MMT at the 2016 RAR Digital Awards and in the 2016 Econsultancy Top 100 Digital Agencies Report Cross group referrals underway with first clients now working with both agenda21 and MMT Strong and growing pipeline of acquisition opportunities David Poutney appointed to the Board post period end Peter Scott, Executive Chairman of Be Heard said: Our first set of interim results is in line with the Board s expectations. We have added our second high-quality digital agency in MMT and made good progress in executing our strategy. The widespread availability of attractive potential partners interested in joining our group is encouraging, as is the value we have been able to add to agenda21 and MMT. We will continue bringing together best-in-class digital agency partners to provide clients with holistic solutions in an increasingly complex market, targeting good returns for shareholders along the way. For further information, please contact: Be Heard Group plc Peter Scott, Executive Chairman Robin Price, Group Financial Director Numis Nick Westlake / Kevin Cruickshank (Nominated Advisor) James Black (Corporate Broker) Bell Pottinger (Financial PR) Elly Williamson ewilliamson@bellpottinger.com Charlie Stewart

2 Executive Chairman s Statement These results are not meaningful in the conventional sense of the word. While our group is newly formed, our first two market-leading partners were founded eleven and seventeen years ago. Also, we are reporting on a period of trading which encapsulates six months at agenda21 and just six weeks trading at MMT. We have been materially break-even at an adjusted Group EBITDA level; with MMT contributing fully in the second half this will turn positive as Group costs are leveraged. So if a picture is worth a thousand words our interim results would require a thousand words to paint a proper picture. Nevertheless, in this fast-paced, timepoor digital age, I shall aim to be brief. In time, as we build on our platform, we expect that our results will speak for themselves. While our financial performance is in line with our expectations, the more important update to provide is how we are progressing with our strategy of creating a digital marketing group for the 21 st century. Nine months in, we are encouraged that our original investment thesis seems to be borne out by two things: the availability of attractive potential partners interested in our proposition, and the value that we are adding to the two partners we have already brought into the group. Acquisition update We have now made two acquisitions and are making good progress in helping them develop to take full advantage of market opportunities. In May, we completed the acquisition of MMT, the award-winning UX, design and build business. This came after our first investment in leading media planning and buying business agenda21, completed in November Both transactions involved reverses with associated longer lead times and higher costs than we will target on average. We are confident we will see our economics improve markedly as we build on our platform with each new acquisition, largely because the central function has now been built and will be able to support a considerably larger group going forward. We continue to meet many interesting businesses and as soon as our multiple conversations with potential partners reach the appropriate stage we will of course share details with the market. We are cash positive following the recent fundraising and so have the ability to complete a modest acquisition without recourse to shareholders. In time we will progress to acquiring more ambitious targets, such as some we are already identifying, assuming appropriate levels of shareholder support based on the quality of the businesses and the acquisition multiples. Partner company development Both agencies are very successful and respected but businesses can reach natural limits to growth without knowing how to develop beyond them. I act as Chairman of every partner company brought into the group for the first twelve months, with Robin and Ian also joining the Board, allowing us to bring our insight, experience and networks to bear. The Be Heard platform allows us to help agencies keep developing to scale up and win more business. We have not yet existed a full year as a group, and while we have shared in the inevitable market anxiety caused by the EU referendum result, we are pleased with our progress to date as summarized for each business below. We have freed the founders at agenda21, Pete Robins and Rhys Williams, through organisational changes, which have permitted the agency to achieve a very encouraging surge in new business, adding SEO from Vodafone alongside becoming the lead digital agency for Domestic and General and winning a number of other new clients including Wiltshire Farm Foods, Net Wealth and Mr & Mrs Smith. Expenditure on digital advertising now accounts for more than half of UK advertising and agenda21 is exceptionally well positioned to benefit from the continuing associated growth in digital media budgets as well as any market disruption resulting from the ANA (US Association of National Advertisers) investigation into digital media buying practices. agenda21 s methods make it better able than many competitors to show where the adverts it serves are, which, underpinned by constant dialogue with clients, creates greater overall transparency. We have more recently started to help MMT shape its plans for growth. MMT has been a part of the group for just four months so we will be able to provide a more substantive update when we next report. Led by co-founders Ben Rudman and James Canning, the business excels in architecting, designing and building bespoke websites and applications that deliver outstanding user experiences. This business has also seen a number of good quality client wins, including BDO, Centaur Media, Shaw Trust, Prospects Education and Bureau van Dijk, showing the

3 fundamental quality of its work. While two clients delayed projects immediately after the EU referendum result was announced, business confidence appears to have stabilised and based on the number of recent client and new business wins, we are comfortable with our expectations for the business for the full year. MMT performed strongly in the 2016 RAR Digital Awards, as voted for by clients, winning Best Web Software Development Agency for the 3 rd year running and Best Web Development Agency and Best Analytics Agency for the 2 nd year. It also moved up the rankings in the Econsultancy Top 100, placing it among the highest listed Design and Build agencies. We are also seeking to maximise opportunities and leverage shared knowledge and resources across the Group. In the four months that both agenda21 and MMT have been part of Be Heard we have made good headway in planning their future development by collaboration. We have set up an Operational Board, composed of Pete Robins and Rhys Williams from agenda21; Ben Rudman and James Cannings from MMT; and Peter Scott, Robin Price and Ian Maude from Be Heard, as well as a separate team to co-ordinate business development activity and increase cross-fertilisation. This team will make Group-level introductions, strengthen relationships with intermediaries and seek cross-group referrals. The first clients have started working with both agencies and are benefiting from knowledge sharing between them. Strategy and Outlook Be Heard is at the beginning of a buy and build journey that, with continued support from our shareholders, will enable us to create a significant mid-sized digitally centric group operating at the crossroads of marketing, e- commerce and technology. We remain of the view that by connecting the right partner companies in a tangible and meaningful way we will deliver significant value add to clients and stakeholders alike. This is core to our vision and mission. Not only have we brought two outstanding partner companies into the Group but their shareholders have aligned their interests with ours by becoming significant shareholders in Be Heard. Our aim, in the months and years ahead, is to increase Be Heard s breadth and depth by bringing together carefully targeted partners whose skill sets and business acumen will expand the range of services and benefits for clients within this rapidly evolving market place. As we add more agencies, the benefit of the economics inherent in our model will really start to show. The costs of the central platform will change little but the benefits it brings will be applied to more agencies, which will be high quality, established businesses that Be Heard can help scale quickly. We will continue to pay fair prices to ambitious founders and give them the opportunity through equity in the company to benefit from the growth Be Heard will help them achieve. This structure and growth will make the initial prices paid win-win for all stakeholders. Beyond any further implications that Brexit may yet have, the Board does not consider that the risks facing the Group have materially changed from those identified in the 2015 Annual Report. We look forward to announcing our next acquisition to shareholders, in all probability a modest but relevant high quality addition in one of the four strategic pillars we have not addressed to date. Peter Scott Executive Chairman

4 STATEMENT OF DIRECTORS RESPONSIBILITIES The directors confirm that: These condensed interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as adopted by the European Union; and The Interim Report includes a fair review of the information required by: a) DTR 4.2.7, being an indication of important events that have occurred during the first six months of the financial year ending 31 December 2016, and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and b) DTR 4.2.8, being material related party transactions that have taken place in the first six months of the financial year ending 31 December 2016; and any material changes in the related party transactions described in the 2015 Annual Report. The maintenance and integrity of the beheardgroup.com website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions

5 INTERIM CONSOLIDATED INCOME STATEMENT for the six months ended 30 th June 2016 Unaudited Unaudited Audited Six months to Six months to Period to 30 th June th June st December Turnover 14,707-2,346 Cost of sales (11,399) - (1,832) Net Revenue 3, Administrative expenses (5,472) (20) (1,656) Loss from operations (2,164) (20) (1,142) Finance income Finance costs (18) - (10) Loss before taxation (2,181) (15) (1,139) Tax expense - - (26) LOSS ATTRIBUTABLE TO EQUITY (2,181) (15) (1,165) HOLDERS OF THE PARENT Other comprehensive income TOTAL COMPREHENSIVE EXPENSE FOR THE (2,181) (15) (1,165) PERIOD Loss per share (see below) Basic (0.01) 0.00 (0.01) Diluted (0.01) 0.00 (0.01)

6 INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the six months ended 30 th June 2016 (unaudited) Share Share premium Retained capital reserve earnings Total Balance at 31 st December ,283 2,165 (108) 3,340 Total comprehensive expense for the period - - (15) (15) Balance at 30 th June ,283 2,165 (123) 3,325 Total comprehensive expense for the period (1,043) (1,043) Issue of new shares 2,046 4,605-6,651 Issue costs deducted from equity - (406) - (406) Share based payment expense Balance at 31 st December ,329 6,364 (1,126) 8,567 Total comprehensive expense for the period - - (2,181) (2,181) Issue of new shares 3,192 7,175-10,367 Issue costs deducted from equity - (439) - (439) Share based payment expense Balance at 30 th June ,521 13,100 (3,051) 16,570

7 CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 th June 2016 Unaudited Unaudited Audited as at as at as at 30 th June th June st December ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets 34,230-15,506 TOTAL NON-CURRENT ASSETS 34,328-15,527 CURRENT ASSETS Trade and other receivables 6, ,827 Deferred tax asset Cash and cash equivalents 8,649 3,318 8,265 TOTAL CURRENT ASSETS 15,810 3,341 12,092 TOTAL ASSETS 50,138 3,341 27,619 LIABILITIES CURRENT LIABILITIES Trade and other payables (11,483) (16) (10,244) Loan notes (700) - (850) Corporation tax liabilities (92) - (93) Provision for liabilities (2,300) - - TOTAL CURRENT LIABILITIES (14,575) (16) (11,187) NON-CURRENT LIABILITIES Trade and other payables (451) - - Deferred tax liability (1,251) - (749) Loan notes - - (175) Provision for liabilities (17,291) - (6,941) TOTAL NON-CURRENT LIABILITIES (18,993) - (7,865) TOTAL LIABILITIES (33,568) (16) (19,052) TOTAL NET ASSETS 16,570 3,325 8,567 CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT Share capital 6,521 1,283 3,329 Share premium reserve 13,100 2,165 6,364 Retained earnings (3,051) (123) (1,126) TOTAL EQUITY 16,570 3,325 8,567

8 CONSOLIDATED CASH FLOW STATEMENT for the six months ended 30 th June 2016 Unaudited Unaudited Audited Six months to Six months to Period to 30 th June th June st December OPERATING ACTIVITIES Net loss from ordinary activities before taxation (2,181) (15) (1,139) Adjustments for: Depreciation 19-2 Amortisation 1, Share based payment expense Finance costs 17 (5) (3) Operating profit before changes in working capital and provisions (807) (20) (972) (Increase)/decrease in trade and other receivables (1,208) - (1,057) (Decrease)/increase in trade and other payables (379) - 1,429 Cash consumed by operations (2,394) (20) (600) Income taxes paid Income taxes recovered Cash flows from operating activities (2,394) (20) (600) INVESTING ACTIVITIES Purchase of property, plant and equipment (63) - - Consideration paid on acquisition of subsidiaries (7,555) - (2,140) Expenditure on development costs - - (7) Cash with subsidiaries over which control has been 2,735-2,468 obtained Finance income (7,276) (15) (266) FINANCING ACTIVITIES Issue of ordinary shares 7,678-8,541 Finance costs (18) - (10) INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (15) , Cash and cash equivalents brought forward 8,265 3,333 - CASH AND CASH EQUIVALENTS CARRIED FORWARD 8,649 3,318 8,265 Represented by: Cash at bank and in hand 8,649 3,318 8,265 8,649 3,318 8,265

9 NOTES TO THE INTERIM REPORT for the six months ended 30 th June Corporate information The interim consolidated financial statements of the group for the period ended 30 June 2016 were authorised for issue in accordance with a resolution of the directors on 14 th September Be Heard Group plc is a Public Limited Company listed on AIM, registered in England and Wales and domiciled in the UK. The interim consolidated financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, and should be read in conjunction with the 2015 annual financial statements. The statutory audited accounts for the year ended 31 December 2015 have been delivered to the Registrar of Companies in England and Wales. The auditors report on these accounts was unqualified and did not contain statements under section 498 of the Companies Act Statement of Accounting policies 2.1 Basis of Preparation The interim consolidated financial statements of the group for the period ended 30 June 2016 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. The interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the group s annual financial statements for the year ended 31 December 2015, which were prepared in accordance with IFRS s as adopted by the European Union. The directors are satisfied that, at the time of approving the consolidated interim financial statements, it is appropriate to continue to adopt a going concern basis of accounting. 2.2 Accounting Policies The accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the group s annual financial statements for the year ended 31 December The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations issued by the International Accounting Standards Board as adopted by the European Union ( IFRSs ) and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under IFRSs. The consolidated financial statements have been prepared under the historical cost convention. Standards and amendments and interpretations to published standards not yet effective Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the group s accounting periods beginning on or after 1 st July 2016 or later periods and which the group has decided not to adopt early are: IFRS 9 Financial Instruments (effective for accounting periods on or after 1 st January 2018) IFRS 15 Revenue from Contracts with Customers (effective for accounting periods beginning on or after 1 st January 2018) IFRS 16 Leases (effective for accounting periods beginning on or after 1 st January 2019) Amendments to IAS 7 Statement of Cashflows (effective for accounting periods beginning on or after 1 st January 2017) Amendments to IFRS 2 Share Based Payments (effective for accounting periods on or after 1 st January 2018) Amendments to IAS 12 Income Taxes (effective for accounting periods on or after 1 st January 2017)

10 The implementation of these standards is not expected to have any material effect on the Group s financial statements, with the exception of IFRS 16. The impact that the implementation of IFRS 16 will have on the financial statements is currently being assessed.

11 NOTES TO THE INTERIM REPORT for the six months ended 30 th June Segment Information The Group s primary reporting format for segment information is business segments which reflect the management reporting structure in the Group. Be Heard Group Media Planning & Buying Design, Build &UX Consolidation Revenue External - 13, ,707 Intercompany (77) , (77) 14,707 Profit/(loss) before tax (1,667) (1,138) (2,181) Total Balance sheet Assets 43,942 6,854 3,943 (4,601) 50,138 Liabilities (26,825) (6,373) (473) 103 (33,568) Net assets/(liabilities) 17, ,470 (4,498) 16, Other Capital expenditure - Tangible fixed assets Depreciation, amortisation and other non cash expenses ,040 1,059 Interest paid Included with Media Planning & Buying is turnover of 6,767k relating to income from three major customers which each account for more than 10% of the Group s turnover in the period. 4. Earnings per share The earnings per share is based on the following: 2016 Earnings (2,181,364) ========== Weighted average number of shares 367,231,799 Diluted number of shares 744,636,800 Earnings per share (0.01) Diluted earnings per share (0.01) ===== Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the year. The weighted average number of equity shares in issue was 367,231,799.

12 The diluted earnings per share is the same as the earnings per share due to the consolidated group loss.

13 5. Reconciliation of financial results NOTES TO THE INTERIM REPORT for the six months ended 30 th June Loss before taxation (2,181) Share based payment charge 256 Deal costs 795 Amortisation of acquired intangibles Depreciation Finance costs 1, Group EBITDA (adjusted) (12) Group costs 699 Trading EBITDA (adjusted) Business Combinations On 10th May 2016 the Group acquired 100% of the ordinary shares in MMT Limited for a maximum consideration of 23,500,710 subject to certain benchmarks being achieved in the four financial years following completion. This investment is included in the Parent company s balance sheet at its fair value at the date of acquisition. MMT is a digital design and build agency. The completion accounts show a breakdown of the assets and liabilities of the acquired company to be as follows: Book value Fair value adjustment Fair value to Group Intangible fixed assets - 2,529,837 2,529,837 Tangible fixed assets 33,830-33,830 Receivables 1,633,881-1,633,881 Cash and cash equivalents 2,735,214-2,735,214 Payables (1,064,904) - (1,064,904) Deferred tax (4,764) 289, , Net assets on acquisition 3,333,257 2,819,598 6,152,855 Goodwill on acquisition 17,347, Total consideration 23,500,710 ========== Discharged by: Cash paid 3,306,028 Shares in Be Heard Group plc 1,643,233 Deferred consideration 5,864,685 Contingent consideration 12,686, ,500,710 ========== The intangible fixed assets are in relation to brand and customer relationships. The revenue and profit included in the Consolidated Statement of Comprehensive Income since the acquisition of MMT Limited on 10 May 2016 was 857,328 and 137,114 respectively. Acquisition costs of approximately 795,000 were written off as overheads in the period.

14 The deferred and contingent consideration will be paid in a combination of cash and shares.

15 NOTES TO THE INTERIM REPORT for the six months ended 30 th June Intangible Assets Cost Goodwill Other Development On Intangible Costs consolidation Assets Total st December ,407 4,102 16,008 Acquisition of subsidiary - 17,348 2,530 19,878 Consideration adjustment - (71) - (71) th June ,684 6,632 35, Amortisation 31 st December Charge for the period 42-1,040 1, th June ,154 1, Net book value 30 th June , , , st December ,407 3,988 15, The cost of other intangible assets comprises the estimated net present value of 5,089,604 of customer relationships and 1,542,620 of brand value at the date of acquisition. The development costs relate to Amplify, a data analytics tool developed in-house by Agenda Share capital Allotted, issued and fully paid No Value Ordinary shares of 1p each 652,185,161 6,521,852 =========== ========== At 30 th June 2016 the number of shares covered by option agreements amounted to 58,752,033 plus an undetermined number with respect to Peter Scott s share options (see 2015 financial statements for details). Shares issued in the period: Date Description No shares Price/ share Gross share value Cash received p 25th April 2016 Additional consideration 14,735, ,832 - for A21 10th May 2016 Share placing 249,744, ,116,700 8,116,700 10th May 2016 Initial consideration shares for MMT 54,774, ,643,233 -

16 Totals 319,254,361 10,367,765 8,116,700 =========== ========== =========

17 NOTES TO THE INTERIM REPORT for the six months ended 30 th June Related party transactions There were no material related party transactions in the period. 10. Seasonality The Group s activities are not subject to significant seasonal variation. Further copies of this document are available both at the registered office of the Company and from the offices of the Company at 53 Frith Street, London W1D 4SN. The statement will also be available to download on the Company s website.