29 September 2017 Porta Communications Plc ( Porta or the Company or the Group ) Interim Results for the six months ended 30 June 2017 Porta Communications Plc (AIM: PTCM) is pleased to announce its unaudited interim results for the six months ended 30 June 2017. Financial Highlights Revenue growth of 9% on HY 2016, to 19.44m (HY 2016: 17.80m) Gross profit increased by 20% to 16.48m (HY 2016: 13.76m) Adjusted headline EBITDA 1 up by 24% at 1.16m (HY 2016: 0.94m) Reported EBITDA 2 up by 56% at 1.08m (HY 2016: 0.69m) Loss Per Share 3 0.6p (HY 2016: 0.6p) Net debt 10.53m (FY 2016: 7.65m) 1. Adjusted headline EBITDA excludes acquisition and restructuring costs, exceptional legal and professional costs, share based payments, gain on acquisition, security impairment, revaluation of contingent consideration, provision of vendor loan guarantee and non-recurring property costs 2. Reported EBITDA after all costs 3. Loss per share on continuing and discontinued operations Half Year Highlights Revenue growth is all organic with no acquisitions in the period Strong trading performances from Newgate Australia, Newgate Singapore, Publicasity and Redleaf Communications, with Asia-Pacific region revenues ahead 55% against HY 2016 Acquired additional 15% of Redleaf in June, taking shareholding to 81% 3.3m RCF secured with Clydesdale Bank plc Post Period and Outlook New Board in place to lead the Company to the next stage of development and profitability Announcement of strategic partnership with SEC S.p.A in conjunction with 3m equity investment Acquired additional 4.4% of Newgate Australia in August, taking shareholding to 62% Current trading performance ahead of 2016 Net debt reduced to 8.03m as at 31 August 2017 Steffan Williams, CEO of Porta Communications Plc, commented: Porta is in the next phase of its development. In addition to the solid first half performance and the successful ongoing strengthening of our balance sheet, we have made a number of changes to the board and management team which are having a positive effect on the performance of the business. The Group is trading ahead of last year and we look forward to building on the strong progress made in the first half. -- ends -- The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries Porta Communications Plc Steffan Williams, CEO Rhydian Bankes, CFO www.portacomms.com +44 (0) 20 7680 6550 Grant Thornton UK LLP (Nominated Adviser) Philip Secrett Samantha Harrison Daniel Bush +44 (0) 207 383 5100 N+1 Singer (Broker) James Maxwell Lauren Kettle +44 (0) 20 7496 3000 Newgate Communications (Media Enquiries) Bob Huxford Adam Lloyd James Ash +44 (0) 20 7680 6550 porta@newgatecomms.com Notes to Editors Porta is a fully integrated communications and marketing group with specialisms including financial, corporate and consumer public relations, public affairs and research and multi-capability marketing, brand and creative communications. The group has offices in Abu Dhabi, Beijing, Brisbane, Bristol, Canberra, Cardiff, Edinburgh, Hong Kong, London, Manchester, Melbourne, Perth, Singapore and Sydney. The brands and companies it owns are Newgate Communications, Redleaf Communications, Publicasity, 2112 Communications and Summit Marketing Services. Porta Communications' corporate website is www.portacomms.com
Chairman and CEO Review The Company has made good progress in the first half of 2017, delivering a continued improvement in its financial performance, with strong organic growth driving increased revenues and profitability ahead of the previous year. The Board has also successfully executed its strategy, as reported on 11 May 2017 in the Group s Full Year results, to strengthen the balance sheet and on 8 June 2017 announced the 3.30m revolving credit facility with Clydesdale Bank ("Clydesdale RCF"). Post the period end, the Company announced the 3m strategic equity investment from SEC S.p.A ("SEC"). This investment not only provides additional working capital to support the development and growth of a number of subsidiary companies but also enabled the Board to reduce debt to 8.03m as at 31 August 2017 and refinance its existing debt balance with Retro Grand Limited and Hawk Investment Holdings Limited at a much-reduced annual interest rate of 8%, down from 12%. Financial Overview Revenue of 19.44m was 9% higher than the previous year (HY 2016: 17.80m). Gross profit increased by 20% to 16.48m (HY 2016: 13.76m). Adjusted headline EBITDA increased by 24% to 1.16m (HY 2016: 0.94m) and Reported EBITDA increased by 56% to 1.08m (HY 2016: 0.69m). Amortisation and depreciation of 1.16m, as well as finance costs of 1.02m (which includes 0.31m of costs related to the Clydesdale RCF), broadly represent the difference between the positive Adjusted Headline EBITDA and the loss before taxation on continuing operations, which reduced 7% to 1.10m (HY 2016: 1.18m loss). The loss per share on continuing operations was 0.6p (HY 2016: continuing operations 0.5p loss; discontinued operations 0.1p loss). The large movement in trade and other receivables in the period is in part a result of netting off the confidential invoice discounting facility ( CID ) within trade and other receivables in previous periods. With the inception of the Clydesdale RCF, the outstanding balance on the CID of 1.14m was repaid, causing an immediate uplift of 1.14m in trade and other receivables outstanding to the Company. The bulk of the rest of the movement is mainly as a result of a significant billing month in June for Newgate Australia, which similarly caused a decrease in work in progress, but has since returned to more reflective levels when looking alongside the significant top line growth. Strategy Review Porta was established with the aim of creating an integrated international communications and marketing group with clear synergies between each business and office. The Group aims to recruit the best available talent in its sectors and to target ever stronger client opportunities. Since the period end, Porta has entered into a Commercial Agreement with SEC (following their 3m investment) under which we will share business opportunities and platforms and leverage the capabilities of both companies to strengthen their respective positions in the public relations market. The agreement will enable SEC and Porta to approach the market as a global partnership, offering a broader skill-set to clients across a greater geographical reach than either company is currently able to provide on its own. Porta and SEC have established a collaboration team as a central marketing and new business function to facilitate the development of joint new business opportunities, to share best practices and to act as a conduit for future collaborative activities. The work of the collaboration team will be coordinated by the CEO of Porta and by the CEO of SEC. During 2017 we continue to take meaningful steps towards achieving our aim of realising the synergies and commercial opportunities that our multi stakeholder, cross-border business provides and to continue drawing on the senior firepower of the Company and strengthening our balance sheet. These actions are reflected in the progress that we have made in the first half of 2017. Going forward, working groups have
been established with senior management at Porta, each with the remit of addressing an area of the business which we believe with greater focus, will benefit the overall performance of the Group for all stakeholders. Operational Overview Our public relations and communications offering, which consists of Newgate Communications, Publicasity and Redleaf Communications, reported significant growth in gross profit which is up 25% compared to the first half of 2016. Most of that growth has come from our Asia-Pacific businesses which achieved a gross profit increase of 58%. Newgate Australia Newgate Australia has been our most successful start-up and continues to perform well. The key to the success of Newgate Australia is the integrated offering of financial and corporate communications, public affairs and research. The business delivered the highest top line growth in the Group of 45% from HY 2016. This is profitable growth as the business continues to report good margins and improve on its profitability which has increased by 142% from the 2016 interims. Newgate Australia has exceeded budget in the first six months and continues to increase headcount to service the gross profit growth. In addition to recently launching the EngageComm business in Australia, aimed at supporting the infrastructure investment program in New South Wales and Victoria, Newgate Australia has recently opened an office in Perth which will service clients in Western Australia. In August, we announced that we acquired an additional 4.428% of Newgate Australia, taking our shareholding in this company to 62.29%. Newgate Singapore Newgate Singapore also showed robust revenue growth of 23% compared to HY 2016 and continues to win market share. Singapore increased its profitability by 43% and is ahead of budget. The business has been running an ongoing robust recruitment process as it continues to grow. Newgate Hong Kong Despite operating in what is currently a difficult market, Newgate Hong Kong continues to perform well. The business is ahead of budget and has increased profitability by 13% compared with the 2016 interims. Newgate UK We have completed the integration in the UK of Newgate Communications and PPS Group (now the Newgate Engage practice). The combined Newgate UK entity has a unique market positioning in being able to deliver financial PR and IR, corporate PR and media relations, public affairs, local stakeholder engagement and regional PR. We believe this is a compelling proposition for clients and potential clients. The business was subject to some degree of restructuring in the Newgate Engage practice in reaction to the slowdown it experienced last year in the run up to and in the immediate aftermath of the referendum on Brexit, particularly in terms of project work. The profile of Newgate UK has grown, in part due to the high-profile hires made. As a result of these, and other steps forward in the business, the pipeline of new client prospects has been significantly strengthened. Redleaf Communications Redleaf Communications has performed well and delivered strong margins. The business reported growth in gross profit of 23% and profitability of 89% compared to HY 2016. In June, we announced that we acquired an additional 15% of Redleaf which increased our shareholding to 81%.
Publicasity Publicasity, which focuses on B2C and B2B markets, has been very solid throughout the first six months, reporting strong margins and growing profitability by 180% compared to HY 2016. 2112 As we reported in our 2016 final results announcement, last year was a year of reorganisation for 2112 Communications. This reorganisation is impacting positively on the financial performance of the business which has reduced headcount and costs without damaging gross profit. As a result, the business has performed strongly, posting a profit in HY 2017, compared to the loss made in the previous comparative period. Board Changes There have been a number of changes to the make-up of the Board both during the period under review and post the period end. In May, David Wright announced his retirement as Executive Chairman, Gene Golembiewski stepped aside as CFO while remaining on the Board as Executive Director and Company Secretary. John Foley moved from his role as Independent Non-Executive Director to become Non- Executive Chairman and Rhydian Bankes, previously the Company s Head of Group Finance, became CFO and a director of Porta Communications Plc. In August, as part of the strategic investment by SEC, the Board announced the appointment of Fiorenzo Tagliabue, CEO and founder of SEC, to the Board of Porta as Non-Executive Deputy Chairman. At the same time, Raymond McKeeve, a Non-Executive Director of the Company, informed the Board of his decision to step down from the Board after more than five years of service. Outlook Porta is in the next phase of its development. In addition to the solid first half performance and the successful ongoing strengthening of our balance sheet, we have made a number of changes to the Board and management team which are having a positive effect on the performance of the business. The Group is trading ahead of last year and we look forward to building on the strong progress made in the first half. John R Foley Chairman Steffan Williams Chief Executive Officer
Condensed Consolidated Statement of Comprehensive Income For the six months ended 30 June 2017 (Unaudited) Continuing operations Six months ended 30 June 2017 Six months ended 30 June 2016 Year ended 31 December 2016 Revenue 5 19,440,961 17,803,841 37,149,951 Cost of sales (2,964,181) (4,045,508) (7,402,986) Gross profit 16,476,780 13,758,333 29,746,965 Operating and administrative expenses (15,312,288) (12,822,602) (27,403,730) Adjusted EBITDA 4 1,164,492 935,731 2,343,235 Restructuring costs, acquisition costs and share based payments (62,624) (124,085) (1,445,870) Impairments (22,871) (120,130) (2,259,604) Amortisation and depreciation (1,163,328) (1,323,291) (2,582,837) Operating loss (84,331) (631,775) (3,945,076) Finance expense 6 (1,017,882) (604,995) (1,326,248) Finance income 12,652 5,994 197,502 Share of profit/(loss) in associate (7,808) 54,902 (6,240) Profit/(loss) before taxation on continuing operations (1,097,369) (1,175,874) (5,080,062) Tax charge 7 (248,282) (39,595) (102,622) Loss for the period on continuing operations (1,345,651) (1,215,469) (5,182,684) Discontinued operations Loss for the period from discontinued operations 8 - (387,500) (387,500) Loss for the period (1,345,651) (1,602,969) (5,570,184) (Loss) / profit for the period attributable to: Owners of the Company (1,910,739) (1,913,900) (6,292,560) Non-controlling interests 565,088 310,931 722,376 Other comprehensive income Exchange differences arising on items that may be subsequently reclassified to profit and loss (1,345,651) (1,602,969) (5,570,184) (46,343) 308,965 424,550 Total other comprehensive income, net of tax (46,343) 308,965 424,550 Total comprehensive income for the period (1,391,994) (1,294,004) (5,145,634) Total comprehensive income for the period attributable to: Owners of the Company (1,956,506) (1,791,795) (6,092,716) Non-controlling interests 564,512 497,791 947,082 (1,391,994) (1,294,004) (5,145,634) Earnings/(loss)per share basic and diluted 9 On continuing operations (0.6p) (0.5p) (2.1p) On discontinued operations - (0.1p) (0.1p) On continuing and discontinued operations (0.6p) (0.6p) (2.2p) The accompanying notes are an integral part of this condensed consolidated interim financial report.
Condensed Consolidated Statement of Financial Position As at 30 June 2017 (Unaudited) Notes 30 June 2017 30 June 2016 31 December 2016 Non-current assets Intangible assets 10 12,202,268 16,081,779 13,097,632 Property, plant and equipment 11 901,441 1,050,005 1,035,292 Deferred tax asset 1,568,392 1,606,691 1,481,791 Other non-current assets 938,747 923,775 923,775 Other investments 8,500 8,500 8,500 Investment in associates 805,398 937,421 787,946 Total non-current assets 16,424,746 20,608,171 17,334,936 Current assets Work in progress 644,830 1,154,583 1,321,704 Trade and other receivables 11,090,812 6,633,016 7,590,091 Cash and cash equivalents 1,689,865 1,792,513 1,854,553 Total current assets 13,425,507 9,580,112 10,766,348 Current liabilities Trade and other payables (9,591,500) (8,204,001) (9,089,768) Current tax liabilities (706,716) (363,030) (305,097) Loans and borrowings 13 (8,834,292) (5,226,527) (6,254,770) Total current liabilities (19,132,508) (13,793,558) (15,649,635) Net current liabilities (5,707,001) (4,213,446) (4,883,287) Non-current liabilities Trade and other payables (1,197,961) (361,746) (404,809) Deferred tax liabilities (1,018,656) (1,620,419) (1,260,254) Provisions 12 (777,023) (1,236,338) (1,328,436) Loans and borrowings 13 (3,381,214) (3,246,603) (3,251,291) Total non-current liabilities (6,374,854) (6,465,106) (6,244,790) Net assets 4,342,891 9,929,619 6,206,859 Equity Share capital 14 29,133,854 28,556,792 28,860,412 Share premium 6,665,194 4,788,547 5,826,561 Retained losses (32,707,633) (24,686,265) (30,402,996) Translation reserve 117,556 36,474 163,323 Other reserves 534,050 (822,442) 116,831 Total equity shareholders funds 3,743,021 7,873,106 4,564,131 Equity non-controlling interests 599,870 2,056,513 1,642,728 Total equity 4,342,891 9,929,619 6,206,859 The accompanying notes are an integral part of this condensed consolidated interim financial report.
Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2017 (Unaudited) Cash flow from operating activities Six months ended 30 June 2017 Six months ended 30 June 2016 Year ended 31 December 2016 Loss before taxation on continuing activities (1,097,369) (1,175,874) (5,080,062) Adjusted for: Depreciation and amortisation 1,163,328 1,323,291 2,582,837 Equity settled share based payments 60,732 (106,873) 218,232 Loss on disposal of property, plant and equipment - 254 362 Capitalised costs - (9,422) (61,151) Non cash rents received (126,000) (126,000) (252,000) Impairment of other fixed assets - 1,000 1,000 Impairment of security receivable - 120,130 119,435 Impairment of goodwill and other tangibles - - 2,020,039 Provision for Capital Access vendor loan guarantee (72,439) - 264,512 Revaluation of Redleaf contingent consideration - - 213,262 Finance costs 1,017,882 604,995 1,326,248 Finance income (12,652) (5,994) (197,502) Share of (profits)/losses in associates 7,808 (54,902) 6,240 Tax paid (174,883) (367,950) (749,632) Loss from discontinued operations before tax - (387,500) (387,500) (Increase)/decrease in work in progress 690,474 (140,528) (270,995) (Increase)/decrease in trade and other receivables (3,393,703) 921,075 122,594 (Decrease)/increase in trade and other payables 341,749 (129,888) 944,380 Shares issued in settlement of loan - - 387,500 Unrealised foreign exchange (gain)/loss (5,269) (115,494) 4,895 Net cash inflow from operating activities (1,600,342) 350,320 1,212,694 Cash flows from investing activities Acquisition of intangible assets (97,216) (22,437) (81,236) Acquisition of property, plant and equipment (69,910) (54,056) (212,667) Acquisition of interest in subsidiaries, net of cash acquired (425,019) - (402,715) Net cash outflow from investing activities (592,145) (76,493) (696,618) Cash flows from financing activities Proceeds from the issue of ordinary shares 156,809 - (14,807) Proceeds from loans and borrowings 2,784,812 2,881,010 519,170 Repayment of loans and borrowings (109,008) (2,870,729) - Repayment of leases (56,150) (70,420) (140,839) Dividends paid to non-controlling interests (295,725) (288,340) (857,269) Interest received 2,835 5,994 13,876 Interest paid (361,829) (7,523) (22,748) Net financing cash flow from discontinued activities (90,000) - (40,000) Net cash generated/(absorbed) by financing activities 2,031,744 (350,008) (542,617) Net decrease in cash and cash equivalents (160,743) (76,181) (26,541) Cash and cash equivalents at 1 January 1,854,553 1,787,184 1,787,184 Effect of exchange rate changes (3,945) 81,510 93,910 Cash and cash equivalents at period end 1,689,865 1,792,513 1,854,553 The accompanying notes are an integral part of this condensed consolidated interim financial report.
Condensed Consolidated Statement of Changes in Equity Statement of changes in equity for the six months ended 30 June 2017 (Unaudited) Share capital Share premium Retained losses Translation reserve Other Reserves Written Put/Call Options over NCI Total equity shareholders funds Noncontrolling interests (NCI) Total equity Balance at 1 January 2017 28,860,412 5,826,561 (30,402,996) 163,323 1,324,583 (1,207,752) 4,564,131 1,642,728 6,206,859 Total comprehensive income Loss for the period - - (1,910,739) - - - (1,910,739) 565,088 (1,345,651) Other comprehensive income - - - (45,767) - - (45,767) (576) (46,343) Total comprehensive income - - (1,910,739) (45,767) - - (1,956,506) 564,512 (1,391,994) Transactions with owners: Issue of ordinary shares 41,755 115,054 - - - - 156,809-156,809 Issue of ordinary shares in settlement of loan 124,764 405,483 - - - - 530,247-530,247 Dividends payable to non-controlling interests - - - - - - - (1,219,762) (1,219,762) Share based payments - - - - 60,732-60,732-60,732 Acquisition of non-controlling interest without a change in control 106,923 318,096 (462,429) - (121,150) 546,168 387,608 (387,608) - Transfer between reserves - - 68,531 - (68,531) - - - - Total transactions with owners 273,442 838,633 (393,898) - (128,949) 546,168 1,135,396 (1,607,370) (471,974) Balance at 30 June 2017 29,133,854 6,665,194 (32,707,633) 117,556 1,195,634 (661,584) 3,743,021 599,870 4,342,891 The accompanying notes are an integral part of this condensed consolidated interim financial report.
Statement of changes in equity for the year ended 31 December 2016: Share capital Share premium Retained losses The accompanying notes are an integral part of this condensed consolidated interim financial report. Translation reserve Other Reserves Written Put/ Call Options over NCI Total equity shareholders funds Noncontrolling interests Total equity Balance at 1 January 2016 28,380,791 4,788,547 (22,822,085) (85,631) 1,301,898 (1,791,746) 9,771,774 1,847,062 11,618,836 Total comprehensive income Loss for the period - - (1,913,900) - - - (1,913,900) 310,931 (1,602,969) Other comprehensive income - - - 122,105 - - 122,105 186,860 308,965 Total comprehensive income - - (1,913,900) 122,105 - - (1,791,795) 497,791 (1,294,004) Contributions by owners: Issue of ordinary shares in relation to business combinations 176,001-49,720 - (225,721) - - - - Dividend paid to non-controlling interest - - - - - - - (288,340) (288,340) Share based payments - - - - (106,873) - (106,873) - (106,873) Total transactions with owners 176,001-49,720 - (332,594) - (106,873) (288,340) (395,213) Balance at 30 June 2016 28,556,792 4,788,547 (24,686,265) 36,474 969,304 (1,791,746) 7,873,106 2,056,513 9,929,619 Total comprehensive income Loss for the period - - (4,378,660) - - - (4,378,660) 411,445 (3,967,215) Other comprehensive income - - - 77,739 - - 77,739 37,846 115,585 Total comprehensive income - - (4,378,660) 77,739 - - (4,300,921) 449,291 (3,851,630) Contributions by owners: Issue of ordinary shares in settlement of loan 91,175 296,325 - - - - 387,500-387,500 Issue of shares in relation to business combinations 212,445 767,596 (49,720) - - - 930,321-930,321 Issue costs - (25,907) - - - - (25,907) - (25,907) Dividends paid to non-controlling interests - - - - - - - (568,929) (568,929) Share based payments - - - - 325,105-325,105-325,105 Issue of equity to non-controlling interests - - - - - - - 11,100 11,100 Transfer between reserves - - (260,564) 49,110 211,454 - - - - Transfer of equity interests on change of control - - 305,247 - - - 305,247 (305,247) - Acquisition of non-controlling interest without a change in control - - (1,333,034) - (181,280) 583,994 (930,320) - (930,320) Total transactions with owners 303,620 1,038,014 (1,338,071) 49,110 355,279 583,994 991,946 (863,076) 128,870 Balance at 31 December 2016 28,860,412 5,826,561 (30,402,996) 163,323 1,324,583 (1,207,752) 4,564,131 1,642,728 6,206,859
Notes to the Condensed Consolidated Interim Financial Report For the six months to 30 June 2017 (Unaudited) 1. Corporate information The interim condensed consolidated financial statements of Porta Communications Plc and its subsidiaries (collectively, the Group) for the six-month period ended 30 June 2017 were authorised for issue in accordance with a resolution of the Directors on 29 September 2017. Porta Communications Plc ( the Company ) is a public company domiciled in the United Kingdom whose shares are publicly traded on the AIM market of the London Stock Exchange. The Group is primarily involved in providing communication, advertising and marketing services. 2. Basis of preparation (a) Statement of compliance The condensed consolidated interim financial report for the six month period ended on 30 June 2017 has been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to understanding the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 31 December 2016. This condensed consolidated interim financial report does not include all of the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The financial information presented herein does not constitute full statutory accounts under section 434 of the Companies Act 2006. This condensed consolidated financial report is unaudited. The financial information in respect of the previous year ended 31 December 2016 has been extracted from the consolidated statutory accounts of the Company for that period and have been delivered to the Registrar of Companies. The Group s Independent Auditor s report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006. (b) Judgements and estimates Preparing the condensed consolidated interim financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. In preparing this condensed consolidated interim financial report, significant judgements were made by management in applying the Group s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2016. (c) Headline measures Consistent with previous years and periods, Adjusted EBITDA is included as a key metric for understanding the Group s performance. Adjusted EBITDA is the results of the Group before start-up losses, acquisition costs, restructuring costs, nonrecurring property costs, legal and other consultancy costs, share based payments and impairments. A reconciliation between operating loss and adjusted headline EBITDA is presented in Note 4. In addition to this, earnings per share is presented in Note 9. Headline measures in this report are not defined terms under IFRS and may not be compared with similarly titled measures reported by other companies. 3. Accounting policies The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2016, as described in those annual financial statements. The adoption of new standards and interpretations effective as of 1 January 2017 had no impact on the comparative figures.
4. Reconciliation of operating loss to EBITDA and to adjusted headline EBITDA Six months ended 30 June 2017 Six months ended 30 June 2016 Year ended 31 December 2016 Continuing operations: Reported operating loss (84,331) (631,775) (3,945,076) Add back: Impairments - - 2,139,474 Depreciation and amortisation 1,163,328 1,323,291 2,582,837 EBITDA from continuing operations 1,078,997 691,516 777,235 Add back: Restructuring and acquisition costs Acquisition costs 6,809-308,235 Reorganisation costs 42,322 88,231 247,329 Legal and professional consultancy costs 25,200 142,727 194,300 Revaluation of contingent consideration - - 213,262 Provision for vendor loan guarantee (72,439) - 264,512 Share-based payments 60,732 (106,873) 218,232 Security impairment 22,871 120,130 120,130 Adjusted headline EBITDA 1,164,492 935,731 2,343,235 5. Segmental reporting Business segments The following tables present revenue and reportable results for the Group s operational segments: Six months ended 30 June 2017 Communications Marketing and Advertising Head office Total Total revenue 17,983,330 1,895,212 1,449,644 21,328,186 Less: Inter-segment revenue (381,239) (56,342) (1,449,644) (1,887,225) Reportable segment revenue 17,602,091 1,838,870-19,440,961 Reportable segment gross profit 15,137,156 1,339,624-16,476,780 Reportable segment results 730,942 (14,373) (800,900) (84,331) Six months ended 30 June 2016 Communications Marketing and Head office Total Advertising Total revenue 15,010,756 3,115,677 294,088 18,420,521 Less: Inter-segment revenue (265,852) (56,740) (294,088) (616,680) Reportable segment revenue 14,744,904 3,058,937-17,803,841 Reportable segment gross profit 12,155,703 1,602,630-13,758,333 Reportable segment results 483,261 (263,515) (851,521) (631,775) Year ended 31 December 2016 Communications Marketing and Head office Total Advertising Total revenue 31,837,288 5,504,863 570,126 37,912,277 Less: Inter-segment revenue (103,271) (88,929) (570,126) (762,326) Reportable segment revenue 31,734,017 5,415,934-37,149,951 Reportable segment gross profit 26,709,143 3,037,822-29,746,965 Reportable segment results (348,554) (1,168,058) (2,428,464) (3,945,076)
The following table below presents assets and liabilities information for the Group s operating segments as at 30 June 2017, 30 June 2016 and 31 December 2016 respectively: Six months ended 30 June 2017 Communications Marketing and Head office Other / Total Advertising Consol. Reportable segment assets 27,809,172 2,640,490 14,880,722 (15,480,131) 29,850,253 Reportable segment liabilities (17,059,742) (5,720,374) (18,207,377) 15,480,131 (25,507,362) Six months ended 30 June 2016 Communications Marketing and Head office Other / Total Advertising Consol. Reportable segment assets 23,047,306 3,123,102 7,996,411 (3,978,536) 30,188,283 Reportable segment liabilities (6,221,042) (5,024,859) (12,991,299) 3,978,536 (20,258,664) Year ended 31 December 2016 Communications Marketing and Head office Other / Total Advertising Consol. Reportable segment assets 24,012,838 2,424,946 14,419,772 (12,756,272) 28,101,284 Reportable segment liabilities (11,713,424) (5,469,644) (17,467,629) 12,756,272 (21,894,425) Geographical segments The analysis of results and assets by geographic region, based on the location of the operating company, is as follows: Six months ended 30 June 2017 UK EMEA Asia-Pacific Total Revenue 10,865,531 178,921 8,396,509 19,440,961 Gross profit 8,829,508 145,857 7,501,415 16,476,780 (Loss)/profit on continuing operations before tax (2,608,795) (4,572) 1,515,998 (1,097,369) Loss on discontinued operations before tax - - - - Six months ended 30 June 2016 UK EMEA Asia-Pacific Total Revenue 12,257,721 137,069 5,409,051 17,803,841 Gross profit 8,899,833 119,803 4,738,697 13,758,333 (Loss)/profit on continuing operations before tax (1,784,554) (117) 608,797 (1,175,874) Loss on discontinued operations before tax (387,500) - - (387,500) Year ended 31 December 2016 UK EMEA Asia-Pacific Total Revenue 24,338,315 326,729 12,484,907 37,149,951 Gross profit 18,372,056 281,024 11,093,885 29,746,965 (Loss)/profit on continuing operations before tax (6,520,834) (8,782) 1,449,554 (5,080,062) Loss on discontinued operations before tax (387,500) - - (387,500)
6. Finance expense Six months Year ended Six months ended ended 31 December 30 June 2017 30 June 2016 2016 Interest on loans 605,140 522,108 1,159,233 Clydesdale costs and Leumi termination fees 312,617 - - Other interest 100,125 82,887 167,015 1,017,882 604,995 1,326,248 7. Income tax expense The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim Condensed Consolidated Statement of Comprehensive Income are: Six months Year ended Six months ended ended 31 December 30 June 2017 30 June 2016 2016 Income taxes Current income tax charge 578,397 256,066 561,186 Deferred income tax credit (330,115) (216,471) (458,564) Income tax charge recognised in statement of profit or loss 248,282 39,595 102,622 8. Discontinued operations The administration of the Twenty20 Media group, discontinued in 2014, is still ongoing. During the six months ended 30 June 2017, the Company incurred no further costs. However, in the six months ended 30 June 2016 and the year ended 31 December 2016, the Company recognised an additional expense of 387,500 in accordance with IFRS 5. This expense represents part of a loan that was issued by Hawk Investments Ltd and was written off as part of discontinued operations in 2014. 9. Earnings/(loss) per share The loss per share has been calculated using the weighted average number of shares in issue during the relevant financial year. The weighted number of equity shares in issue and the loss after tax attributable to ordinary shareholders, used in these calculations, are as follows: Weighted average number of shares (ordinary and dilutive) Six months ended Six months ended Year ended 30 June 2017 30 June 2016 31 December 2016 Number Number Number 323,126,987 278,749,442 283,561,567 Loss on continuing activities after tax (1,910,739) (1,526,400) (5,905,060) Loss on discontinued activities after tax - (387,500) (387,500) Loss on continuing and discontinued activities after tax (1,910,739) (1,913,900) (6,292,560) No share options outstanding at 30 June 2017, 30 June 2016 or 31 December 2016 were dilutive and all such potential ordinary shares are therefore excluded from the weighted average number of ordinary shares for the purposes of calculating diluted earnings per share. Details of share options outstanding are given in Note 16.
10. Intangible assets Goodwill Customer relationships Brands Websites, software and licences Cost At 1 January 2016 8,066,928 9,380,000 3,187,000 372,193 21,006,121 Other additions - - - 22,437 22,437 Translation differences 123,401 - - 1,359 124,760 At 30 June 2016 8,190,329 9,380,000 3,187,000 395,989 21,153,318 Other additions - - - 58,799 58,799 Translation differences 50,569 - - (3,520) 47,049 At 31 December 2016 8,240,898 9,380,000 3,187,000 451,268 21,259,166 Other additions - - - 97,216 97,216 Translation differences (34,359) - - (44) (34,403) At 30 June 2017 8,206,539 9,380,000 3,187,000 548,440 21,321,979 Total Amortisation and impairment At 1 January 2016-3,221,817 569,406 158,706 3,949,929 Charge for the period - 912,999 159,317 48,672 1,120,988 Translation differences - - - 622 622 At 30 June 2016-4,134,816 728,723 208,000 5,071,539 Charge for the period - 869,682 159,350 44,576 1,073,608 Impairment 935,559 247,480 837,000-2,020,039 Translation differences - - - (3,652) (3,652) At 31 December 2016 935,559 5,251,978 1,725,073 248,924 8,161,534 Charge for the period - 802,338 108,850 47,021 958,209 Translation differences - - - (32) (32) At 30 June 2017 935,559 6,054,316 1,833,923 295,913 9,119,711 Net book value At 1 January 2016 8,066,928 6,158,183 2,617,594 213,487 17,056,192 At 30 June 2016 8,190,329 5,245,184 2,458,277 187,989 16,081,779 At 31 December 2016 7,305,339 4,128,022 1,461,927 202,344 13,097,632 At 30 June 2017 7,270,980 3,325,684 1,353,077 252,527 12,202,268 No cash generating units ( CGUs ) were tested for impairment because there were no impairment indicators at 30 June 2017 for CGUs to which goodwill has been allocated. 11. Property, plant and equipment During the six months ended 30 June 2017, the Group acquired assets with a cost of 69,910 (six months ended 30 June 2016: 54,056 and year ended 31 December 2016: 212,667).
12. Provisions 30 June 2017 30 June 2016 31 December 2016 At 1 January 1,328,436 1,179,302 1,179,302 Additions: New provisions 264,512 Utilised in the period (515,019) (442,716) Charged/(released) in the period: Amortisation of put/call agreement 36,045 57,036 114,076 Other charges (72,439) Revaluation 213,262 777,023 1,236,338 1,328,436 13. Loans and Borrowings 30 June 2017 30 June 2016 31 December 2016 Current liabilities Loans related party 311,375-279,254 Loan 20,946-526,584 Loans notes - 5,211,441 106,515 Convertible loans 5,602,106-5,228,516 5,934,427 5,211,441 6,140,869 Bank overdraft 1 2,784,812 - - Obligation under finance lease 115,053 15,086 113,901 8,834,292 5,226,527 6,254,770 Non-current liabilities Loans related party 3,307,515 2,980,468 3,114,244 Loan - - 22,080 Obligation under finance lease 73,699 266,135 114,967 3,381,214 3,246,603 3,251,291 1 On 12 th June 2017, financial completion was reached on a new five year 3.3m revolving credit facility with Clydesdale Bank Plc. This facility includes a margin of 3.85% over a 3 month LIBOR and replaced the existing 3m confidential invoice discounting facility.
Terms and debt repayment schedule Deep discounted bond related party Nominal Interest Rate Year of maturity 30 June 2017 30 June 2016 31 December 2016 Face Value Carrying Amount Face Value Carrying Amount Face Value Carrying Amount 12% 2019 4,110,000 3,307,515 4,110,000 2,960,128 4,110,000 3,114,244 Convertible loan 12% 2017 5,183,415 5,602,106 4,617,450 5,108,014 5,183,415 5,228,516 Loan notes 6% 2017 - - 100,000 103,427 100,000 106,515 Loan 12% 2017 - - - - 500,000 526,584 Loan related party 12% 2017 257,707 311,375 - - 257,707 279,254 Loan (AED) 60% 2017 18,955 20,946 18,955 20,340 18,955 22,080 9,570,077 9,241,942 8,846,405 8,191,909 10,170,077 9,277,193 All debt is repayable in Pounds Sterling (GBP) unless otherwise stated. The related party loans are secured over all current and future assets of all companies within the Group. 14. Capital and Reserves On 30 January 2017, the Company issued 12,476,389 ordinary shares of 1p each in settlement of the debt of 530,247 owed to Retro Grand Limited. On 21 February 2017, the Company issued 175,498 ordinary shares of 1p each to the former vendors of ICAS Holdings Limited for the additional consideration owed under the share purchase agreement dated 10 December 2014. On 16 March 2017, the Company issued 4,000,000 ordinary shares of 1p each to two subsidiary employees to partially satisfy conditions existing when PPS was acquired by the Group in November 2014. On 19 June 2017, the Company issued 10,692,290 ordinary shares of 1p each, which was 50% of the total consideration of 850,037, to acquire an additional 15% interest in Redleaf Polhill Limited. Further changes in the share capital since the period end are given in Note 17. The movement in ordinary shares for the period reconciles as follows: Number nominal value At 1 January 2017 309,450,007 3,094,500 New issues during the year 27,344,177 273,442 At 30 June 2017 336,794,184 3,367,942
Allotted, called up and fully paid 30 June 2017 Number nominal value Ordinary shares of 1p each 336,794,184 3,367,942 Deferred shares of 0.9p each 2,862,879,050 25,765,912 29,133,854 30 June 2016 Number nominal value Ordinary shares of 10p each 279,087,905 27,908,792 Deferred shares of 0.9p each 72,000,000 648,000 28,556,792 31 December 2016 Number nominal value Ordinary shares of 1p each 309,450,007 3,094,500 Deferred shares of 0.9p each 2,862,879,050 25,765,912 28,860,412 15. Share-based payments 30 June 2017 Weighted average Number of Options exercise price, pence Balance at 1 January 2017 24,571,341 18.11p Issued during the period - - Forfeited during the period (2,400,000) 10.00p Balance at 30 June 2017 22,171,341 18.99p 30 June 2016 and 31 December 2016 Weighted average Number of Options exercise price, pence Balance at 1 January 2016 18,437,763 12.96p Issued during the period - - Forfeited during the period (8,628,679) 16.31p Balance at 30 June 2016 9,809,084 10.01p Issued during the period 15,913,924 22.51p Forfeited during the period (1,151,667) 10.04p Balance at 31 December 2016 24,571,341 18.11p 16. Related party transactions Key management personnel All related party transactions with respect to Key management personnel (both nature and amounts) are consistent with those reported in the Group s consolidated statutory accounts for the year ended 31 December 2016. Other related party transactions Non-Executive Director Raymond McKeeve is owed 22,250 in previously unreported Director s fees. These fees will be donated to a charity of his choosing. Related party loans are shown in Note 13 above and further disclosures made in Subsequent Events in Note 17. All other related party transactions (both nature and amounts) are consistent with those reported in the Group s consolidated statutory accounts for the year ended 31 December 2016.
17. Subsequent events Capital Access Group Limited (an associate of the Company) has a vendor debt which fell due for payment at the end of July 2017. The Company has a guarantee against this debt which has been provided for in Note 12, see the 2016 Annual Report for further details. This guarantee has been called upon by the vendors and the Company intends to subsequently satisfy this debt in ordinary shares in the Company equivalent to 192,073 based on the Company s share price at 30 June 2017. On 3 August 2017, debt of 311,375 due to Hawk Investment Holdings Limited ( Hawk ) was settled by way of the allotment and issue of 8,896,429 new ordinary shares at a price of 3.5 pence per ordinary share. Furthermore, debt of 417,779 due to Retro Grand Limited ( Retro Grand ) was settled by way of the allotment and issue of 11,936,542 new ordinary shares at a price of 3.5 pence per ordinary share. On 3 August 2017, the Retro Grand convertible loan with a face value of 5,183,415 was refinanced with an effective date of 30 June 2017, such that loan interest will accrue at 8% per annum (previously interest was accruing at 1% per month). Additionally, the Hawk deep discounted bond of 4,110,000, maturing on 14 April 2019 and with an equivalent annual interest rate of 12.8%, was refinanced with a revised redemption date of 14 April 2021 and as a result the equivalent annual interest rate fell to 8%. On 3 August 2017, the Company raised gross proceeds of 3m by way of an issue of 85,714,286 new ordinary shares at a price of 3.5 pence per ordinary share. The equity subscription was agreed with SEC. Furthermore, the Company entered into a commercial collaboration agreement with SEC which provides the basis on which the two companies will share business opportunities. On 4 August 2017, Fiorenzo Tagliabue was appointed to the Porta board as Non-Executive Deputy Chairman. At the same time, Raymond McKeeve tendered his resignation as a Porta Board Director. On 4 August 2017, the Company acquired a further 4.428 per cent interest in Newgate Communications Pty Limited ( Newgate Australia ) for consideration of 277,375. The consideration was satisfied by the issue of 8,091,453 ordinary shares at a price of 3.428p per ordinary share. The Company now holds a total interest of 62.29 per cent in Newgate Australia. Porta has the right to acquire an additional 4.428 per cent interest in Newgate Australia in each of the subsequent four years. On 31 August 2017, Summit Marketing Services Limited, wholly-owned by the Porta Group, ceased trading. By this date, notice was given to terminate all contracts with employees, clients and suppliers. Other than the above there have been no material subsequent events to report from 30 June 2017 to the date that these accounts were approved on 29 September 2017. 18. Publication A copy of this report is available from the Company s website at www.portacomms.com and is available in hard copy on application to the Company s offices.