Half-year Report

RNS Number : 2760S

Parallel Media Group PLC

29 September 2017

 

29 September 2017  

PARALLEL MEDIA GROUP plc

("PMG", THE "COMPANY" OR THE "GROUP")

HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2017

Parallel Media Group plc (AIM: PAA), a leading live event and entertainment agency, announces its half-yearly results for the period ended 30 June 2017.

Highlights

o  The Group has continued, with the help of its Chairman, to consolidate its debt profile, including the payment by the Chairman of the outstanding Lloyds Bank loan.  

o  Has made progress in the Group's long-term ambition of securing a media-related acquisition in the live event and entertainment sector. 

o  The Company's shares were suspended on 9^th August 2017 pending, the outcome of ongoing discussions in relation to a potential transaction. 

Chairman of PMG, David Ciclitira, commented:

"We are making significant headway with the negotiation on the acquisition of an exciting and compatible media business in the live event and entertainment sector'

I would like to make a special mention of the Group's Board and Staff worldwide for their considerable efforts and I would, at the same time, like to thank all our stakeholders for their support."

Contact Details

For more information please contact:

Parallel Media Group Plc David Ciclitira www.parallelmediagroup.com	[phone]
Stockdale Securities Robert Finlay / Richard Johnson/ Ed Thomas www.stockdalesecurities.com	[phone]

CHAIRMAN'S STATEMENT

Financial Review

This has been a limited period of activity for the Group and the operating loss amounted to £0.322m (H1 2016: loss £0.110m). The loss before tax for the period was £0.364m (H1 2016: profit of £0.057m).

As in previous years, I have supported the working capital requirements of the Group.  The Company announced on 30 June 2017 that these loans have now been formalised with interest payable at 5 per cent per annum. The loans are repayable on 29 September, 2018 or at an earlier date at the discretion of the independent directors of the Board.

I have agreed to forego half of my remuneration for the first half of this financial year. The balance of the monies due to me and entities owned and controlled by me at 30^th September 2017 will be £1.964m. 

Post Balance Sheet Events

On 9 August 2017, it was announced that PMG was in advanced discussions with another party about a possible transaction which would under the AIM rules constitute a reverse takeover of the Company.  As a result the Group's share price was suspended until the publication of a readmission document or until discussions are terminated. As stated above, the Group is negotiating an acquisition in the live event and entertainment sector, but as previously advised, there can be no certainty that the discussions between the parties will lead to any agreement concerning the possible transaction or as to the timing or terms of any such transaction and there can be no assurance that, even if agreement is reached, any such transaction would be completed. Further updates will be provided to shareholders as appropriate in due course.

Aside from the foregoing, there has not been any matter or circumstance occurring subsequent to the end of the financial period that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. 

Going forward

I remain positive and would like to use this opportunity to thank our board and hardworking staff, for their hard work and support.

David Ciclitira                   

Chairman

Date: 29 September 2017

 

Consolidated income statement for half year to 30 June 2017

		30 June 2017 unaudited	30 June 2016 unaudited (Restated)	31 December 2016 audited
	Note	£'000	£'000	£'000
Continuing operations
Revenue		-	200	221
Cost of sales		-	(78)	(78)
Gross profit		-	122	143
Other administrative expenses		(347)	(141)	(495)
Foreign exchange		25	(23)	(31)
Depreciation and amortisation of non financial assets		-	(68)	(139)
Total admin expenses		(322)	(232)	(665)
Operating (loss) before exceptional items		(322)	(110)	(522)
Exceptional items		-	183	(1,182)
Operating (loss)/profit after exceptional items		(322)	73	(1,704)
Finance costs		(48)	(16)	(30)
(Loss)/profit before tax for the financial period		(370)	57	(1,734)
Taxation		6	-	-
(Loss)/profit for the financial period after taxation		(364)	57	(1,734)
Attributable to:
Non-controlling interests		-	-	-
Equity holders of the parent		(364)	57	(1,734)
(Loss)/profit for the financial period		(364)	57	(1,734)
Earnings (Loss)/profit per share
-basic	4	(12.1)p	1.9p	(57.6)p
-diluted	4	(12.1)p	1.9p	(57.6)p

The accompanying accounting policies and notes form an integral part of the financial statements. The results for the half year to 30 June, 2016 have been restated and further information is set out in Note 11 of these financial statements.

 

Statement of comprehensive income for half year to 30 June 2017

		Group
	30 June 2017 unaudited	30 June 2016 unaudited	31 December 2016 audited
	£'000	£'000	£'000
(Loss)/profit for the financial period	(364)	57	(1,734)
Exchange difference on translation of foreign operations	(5)	(50)	(60)
Total comprehensive income/(expense) for the period	(369)	7	(1,794)
Total comprehensive (expense)/income attributable to:
Equity holders of the parent	(369)	7	(1,794)
Non - controlling interest	-	-	-
	(369)	7	(1,794)

 

Statement of financial position for the half year to 30 June 2017

	30 June  2017 (unaudited)	30 June  2016 (unaudited)	31 December 2016  (audited)
	£'000	£'000	£'000
Non current assets
Intangible assets - Tournament rights	1	1,390	1
Total non current assets	1	1,390	1
Current assets
Trade and other receivables	5	90	23
Cash and cash equivalents	11	(3)	25
Total current assets	16	87	48
Current liabilities
Financial liabilities - Borrowings	-	85	85
Trade and other payables	3,135	2,198	2,547
Total current liabilities	3,135	2,283	2,632
Net current liabilities	(3,119)	(2,196)	(2,584)
Non current liabilities
Financial liabilities - Borrowings	0	196	166
	0	196	166
Net (liabilities)/assets	(3,118)	(1,002)	(2,749)

Equity
Share capital	4,612	4,612	4,612
Share premium	8,741	8,741	8,741
Other reserves	557	503	557
Capital redemption reserve	5,034	5,034	5,034
Foreign exchange reserve	(147)	(132)	(142)
Retained earnings	(22,068)	(19,913)	(21,704)
Equity attributable to equity holders of the parent	(3,271)	(1,155)	(2,902)
Non-controlling interests	153	153	153
	(3,118)	(1,002)	(2,749)

 

Statement of cashflows for the half year to 30 June 2017

	30 June 2017 (unaudited)	30 June 2016 (unaudited)	31 December 2016 (audited)
	£'000	£'000	£'000
Cash flows from operating activity
Operating loss	(322)	(110)	(522)
Increase in translation reserve	(5)	(50)	(60)
Depreciation	-	3	3
Amortisation of intangibles - Tournament rights	-	68	136
Impairment provision - Tournament Rights	-	-	1,321
Impairment provision - Investment in subsidiary	-	-	54
Gain on exceptional item	-	183	-
Decrease/(increase) in receivables	18	(29)	38
Increase/(decrease) in payables	588	(31)	318
Exceptional item	-	-	(1,182)
Cash generated from/(used in) operations	279	34	106
Cash flow from investing activities
Taxation repaid	6	-	-
Net cash generated from investing activities	6	-	-
Cash flow from financing activities
Loans repaid	(251)	(35)	(65)
Interest paid	(48)	(16)	(30)
Net cash used in financing activities	(299)	(51)	(95)
Cash and cash equivalents at beginning of the period	25	14	14
Net (decrease)/increase in cash and cash equivalents	(14)	(17)	11
Cash and cash equivalents at end of the period	11	(3)	25

 

Consolidated statement of changes in equity for half year to 30 June 2017

	Ordinary Share Capital	Share Premium	Other Reserves	Capital Redemption	Foreign Exchange Reserve	Retained Earnings	Subtotal	Non controlling Interests	Total
At 31 December 2016	4,612	8,741	557	5,034	(142)	(21,704)	(2,902)	153	(2,749)
Loss for the half year	-	-	-	-	-	(364)	(364)	-	(364)
Foreign Exchange	-	-	-	-	(5)	-	(5)	-	(5)
Total comprehensive income					-	-	-	-	-
At 30 June 2017	4,612	8,741	557	5,034	(147)	(22,068)	(3,271)	153	(3,118)

Consolidated statement of changes in equity for the year ended 31 December 2016

	Ordinary Share Capital	Share Premium	Other Reserves	Capital Redemption	Foreign Exchange Reserve	Retained Earnings	Subtotal	Non controlling Interests	Total
At 31 December 2015	4,612	8,741	503	5,034	(82)	(19,970)	(1,162)	153	(1,009)
Loss for the year	-	-	-	-	-	(1,734)	(1,734)	-	(1,734)
Impairment provision	-	-	54	-	-	-	54	-	54
Foreign exchange	-	-	-	-	(60)	-	(60)	-	(60)
Total comprehensive income/(expense) for the year	-	-	54	-	(60)	(1,734)	(1,740)	-	(1,740)
At 31 December 2016	4,612	8,741	557	5,034	(142)	(21,704)	(2,902)	153	(2,749)

 

NOTES TO THE FINANCIAL INFORMATION

1.    Basis of Preparation

The condensed financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards. The condensed consolidated half-yearly financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2016, which have been prepared in accordance with International Financial Reporting Standards. These half-yearly results are unaudited and do not constitute statutory accounts.

2.    Significant Accounting Policies

The condensed financial statements have been prepared under the historical cost convention. The same accounting policies, presentation and method of computation are followed in these condensed financial statements as were applied in the preparation of the Group's financial statements for the year ended 31 December 2016.

3.   Going concern

The Directors have prepared trading and cash flow forecasts for the Group for the year ended 31 December 2018. The forecasts incorporate trading assumptions, including sponsorship revenues and revenues from new events. The forecasts show that the Group has sufficient cash to meet liabilities as they fall due for a period of 12 months from the date of signature of the financial statements.

In addition, the Directors have received confirmation that financial support will be provided to the PMG Group of companies sufficient to enable the Group to continue to trade and meet its financial obligations as they fall due for the foreseeable future being at least 12 months from the date that the Parallel Media Group plc financial statements for the half year ended 30 June 2017 are approved and signed.

The Directors believe these forecasts to be realistic and consequently have prepared the financial statements on the going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future.

4.    Segment Information - Changes in Operating Segments

The group operates under three segments, Sports, Entertainment and Media.

Operating Segments	Sports		Entertainment		Media		Consolidated
	£'000		£'000		£'000		£'000
	June 2017	June 2016	June 2017	June 2016	June 2017	June 2016	June 2017	June 2016
Revenue	-	200	-	-	-	-	-	200
Joint ventures	-	-	-	-	-	-	-	-
Segment result	-	122	-	-	-	-	-	122
Unallocated corporate expenses							(322)	(232)
Exceptional items							-	183
Operating profit after exceptional items							(322)	73
Finance costs							(48)	(16)
(Loss)/profit for the year before taxation							(370)	57

 

5.  Earnings per Share

The basic earnings per share are calculated by dividing the 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.

	Six months to		Six months to		Year ended
	30 June		30 June		31 December
	2017		2016		2016
(i) Basic
(Loss)/gain for the period (£'000)	(307)		57		(1,734)
Weighted average number of shares in issue (No.)	3,009,223		3,009,223		3,009,223
(Loss)/earnings per share  (p)	(10.2)p		1.9p		(57.6p)
(ii) Fully diluted
(Loss)/gain for the period (£'000)	(307)		57		(1,734)
(Loss)/earnings for the period  (£'000)	(307)		57		(1,734)
Weighted average number of shares in issue (No.)	3,009,223		3,009,223		3,009,223
	3,009,223		3,009,223		3.009,223
Diluted Earnings per share (p)*	(10.2)p		1.9p		(57.6p)

* Diluted earnings per share in both 2017 and 2016 are the same as basic earnings per share, as the options in issue during these years have had no dilutive effect on continuing operations.

6.            Dividends - No dividend was recommended or paid for the period under review

7.            Financial Liabilities - Borrowings

	30 June 2017		30 June 2016
	£'000		£'000
Bank facility	-		85
	-		85

The bank facility represents amounts due to Lloyds Bank Plc in less than one year. The outstanding loan was repaid by David Ciclitira in June 2017, which was formally secured by his personal guarantee, in the sum of £213,064 together with the associated legal costs of £17,453.

8.            Non-Current Liabilities  - Borrowings

	30 June 2017		30 June 2016
	£'000		£'000
Bank facility > 1 year	-		196
	-		196

9.            Issued Share Capital

Issued share capital as at 30 June 2017 is comprised as follows:

·     3,009,223 ordinary shares of £0.01p being £0.03 million

·     3,009,223 new deferred shares of £0.518p being £1.559 million*

·     199,831,545 deferred ordinary shares of 0.5p each being £0.999 million*

·     103,260 deferred B shares of £19.60 being £2.024 million*

* The deferred ordinary shares and new deferred shares do not entitle their holders to receive dividend or other distribution nor do they entitle their holders to receive notice, attend speak or vote at any General Meeting of the Group.  The rights of deferred shareholders are set out in full in the financial statements for the year ended 31 December 2016.

10.          Related Parties 

At 30 June, 2017 the following were owed to directors of the Company, namely, Maria Serena Ciclitira - £46,173 (31 December 2016: £38,673), and Ranjit Murugason - £145,200 (31 December 2016: £65,000) of which £135,700 relates to prior financial periods and had not been fully recognised at the previous year end.

Luna Trading Limited is a company through which Parallel Media Group Plc ("PMG") contracts with David Ciclitira for consulting and business services. During the period ended 30 June 2017 Luna Trading Limited charged PMG for remote office and healthcare and healthcare costs of £25,500 (H1 2016: £24,625).   

The total amounts owed to David Ciclitira and entities under his control at 30 June 2017 were £1,927k (Parallel Contemporary Arts Ltd £1,141k, David Ciclitira £505k and Luna Trading £240k and £41k of rolled up interest), of which £1,870k relates to formalised loans and the balance in respect of accrued but unpaid remuneration.

11. Restatement of the half year results to 30 June 2016

Management have identified that due to an accounting error, both turnover and administration overheads were overstated in the half year results to 30 June 2016. The restated numbers show turnover of £0.200m (previously reported as £0.267m) and other administration expenses of £0.141m (previously reported as £0.208m). These adjustments produce no change to the stated operating loss, before exceptional items, of £0.110m.

12.  Other

Copies of the unaudited half-yearly results have not been sent to shareholders, however copies are available at www.parallelmediagroup.com or on request from the Group's Registered Office.

13.          Approval of Half-Yearly Financial Statements

The half-yearly financial statements were approved by the board of directors on 29 September 2017.

 

END

 

 

IR BDGDCBBDBGRC