TIDMBNN
RNS Number : 4751O
BNN Technology PLC
21 August 2017
21 AUGUST 2017
BNN Technology plc
Interim Results for the six months ended 30 June 2017
BNN Technology (AIM: BNN), a London-listed Chinese technology,
content and services company, today announces its unaudited interim
results for the six months ended 30 June 2017.
Highlights
-- Completed GBP25 million placing (gross proceeds) in May 2017
supporting working capital for the payments business and launch of
student services and credit services businesses in second half of
2017
-- Signed deals with Manchester City FC and Arsenal FC to run
amateur footballer training camps across China and launch club
microsites, driving further user traffic to our sports content
platform
-- Registered users on sports platform have exceeded 350,000 as
at 15 August 2017 (250,000 at 30 June 2017)
-- Announced in February 2017 intention to launch motorist
platform with Chinese partner on the Xinhua News mobile app in
second half of 2017
-- Revenue for the Group was GBP4.6 million in the period, up
from GBP0.5 million in the prior year, and more than double what we
achieved in FY 2016 (GBP2.1m FY 2016)
-- Total Gross Transaction Volumes (GTV) recorded of GBP902.1
million (GBP8.3 million H1 2016, GBP289.6 million FY 2016)
predominantly driven by continued growth in mobile top up
transactions
-- Loss after tax of GBP15.5 million (H1 2016 GBP6.5 million
loss) broadly in line with expectations, due to further investment
in platform
-- Addition of new independent Non-Executive Chairman to the
Board, Harry Keiley, on 1 May 2017.
Darren Mercer, Chief Executive of BNN Technology, said:
"The first half of 2017 has seen us add considerable strength to
the key cornerstones of our business. New initiatives, such as the
sports content activities through our football partnerships, have
utilised our proven marketing capabilities, whilst our robust
technology platform has continued to provide a competitive
advantage across a number of value-added sales channels.
"The Group's continued ability to accumulate a substantial, high
quality database remains at the heart of our strategy to become a
leading Chinese internet portal. Having generated data in recent
months from some 50 million individual mobile phone customers,
while preparing to provide a range of services to China's 35
million students, we believe we are strongly positioned for the
forthcoming expansion of our B2C activities in mobile top ups and
data, payments and credit services.
"With significant cash on our balance sheet and higher margin
contracts expected to be coming on stream in the latter part of
this year, we are well placed to drive substantial growth across
all our services. Whilst there is much to achieve in the second
half of this financial year and timings can often be uncertain in
the markets in which we operate, the Board remains very excited
about the Group's prospects and looks forward to reporting further
strong progress towards achieving profitability at an operating
level in the second half of 2017 and in 2018."
For further information, please contact:
BNN Technology plc
Darren Mercer, Chief
Executive
Scott Kennedy, Chief
Financial Officer
Stephen Benzikie, Communications +44 (0) 1565 872990
Strand Hanson Limited
(Nominated & Financial
Adviser)
Simon Raggett / Ritchie
Balmer +44 (0) 20 7409 3494
Mirabaud Securities LLP
(Broker)
Peter Krens +44 (0) 20 3167 7221
About the Group
BNN Technology plc is a Chinese technology, content and services
company that builds long-term partnerships to deliver China's
citizens with value-added services, content, and evolving
opportunities.
Listed on AIM since 2014, the Group principally engages in
providing technology to partners to facilitate fulfilment of
payments online and on mobile apps through partnerships or
affiliate agreements with corporate and key government partners,
and developing digital content, both online and mobile. Through its
partnership with Xinhuatong and NewNet, BNN facilitates mobile
payments, through its technology platform, on the Xinhua News
mobile app in 12 provinces in China. The Chinese consumer shift to
'life on mobile' is only just beginning and BNN's platform
technology enables urban and rural communities across China to
access exclusive content and pay for more services online.
The Group employs nearly 300 staff throughout China.
Forward looking statements
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements" (including words such as
"believe", "expect", "estimate", "intend", "anticipate" and words
of similar meaning). By their nature, forward-looking statements
involve risk and uncertainty since they relate to future events and
circumstances, and actual results may, and often do, differ
materially from any forward-looking statements. Any forward-looking
statements in this announcement reflect management's view with
respect to future events as at the date of this announcement. Save
as required by applicable law, the company undertakes no obligation
to publicly revise any forward-looking statements in this
announcement, whether following any change in its expectations or
to reflect events or circumstances after the date of this
announcement.
BNN Technology plc
Interim Results for the six months ended 30 June 2017
BUSINESS REVIEW
Overview
Over the first half of the year, we have made continued progress
in each of our key business areas: payments, content and value
added-services, as we strive towards creating a fully-fledged
Chinese internet portal with, what we hope to be, millions of
active users utilising the various content and services we will
provide.
Payments
In the first half of the year we have seen growth in both our
legacy lottery business in Shanghai (where our technology processes
lottery payments) and our mobile top up business. In total, we saw
period-on-period revenues grow GBP4.1 million to GBP4.6 million,
with the majority of that driven by our legacy lottery
business.
We continued to see growth in our B2B mobile top up business
with B2B mobile gross transaction volumes exceeding GBP870 million
in the first half of 2017. Over the past three quarters we have
seen continued quarterly growth in Q4 2016 we processed GBP270
million of transactions, in Q1 2017 we processed GBP414 million and
in Q2 2017 we processed GBP457 million, reflecting quarter on
quarter growth rates of 53% in Q1 2017 and 10% in Q2 2017.
This growth in B2B business has enabled us to add significant
customer data to our platform and we now have the mobile phone
numbers of millions of customers. We will utilise these to support
our promotional activities for B2C mobile top up, the motorist
platform, sports content and value-added services over the coming
months.
On 9 March 2017 we announced our intention to develop a motorist
payments platform, to be launched on the Xinhua News apps,
initially focussing on pre-paid petrol card top-ups, followed by
motor insurance, car park payments, car maintenance and traffic
fines. In the first half of the year we have been working with our
local partner to develop the payments platform (both B2B and B2C)
and we successfully launched the B2C petrol card top up platform at
the end of July. Whilst not revenue generating in the first half of
the year, this will be a driver of increased transactional volumes
and revenues for the Group in the second half of the year.
Content
We continue to use our strong relationships with international
football clubs to develop unique engaging digital content for our
mobile partners, run amateur training camps and drive user activity
onto our sports content platform. The Board is delighted with the
progress being made with the delivery of the football microsites in
May this year, the successful running of 13 football club
competitions and training camps and the early success we have had
with user registration. We firmly believe that this early success
means we are on the way to building a unique mobile sport content
platform in China, having successfully launched our platform with
three of Europe's largest football clubs: FC Barcelona (FCB),
Arsenal FC (AFC) and Manchester City FC (MCFC).
In May we launched the microsites and have been testing a number
of campaign channels to promote the various competitions we have
running. Channels have included Xinhua News mobile app
notifications, Sina Weibo social media posts, online promotions on
university campuses and WeChat discovery. To date we have run 13
competitions across the three clubs, some with relatively small
prizes such as winning club merchandise, whilst we have larger
competitions offering tickets to games and attendance at the
amateur training camps.
Key highlights and successes since the launch of the microsites
and launch of competitions include:
-- Over 350,000 unique user registrations to date
-- Over 1.7 million site visits to our promotional pages
-- 0.5 million views of our AFC promotional video on Sina Weibo
-- 160 Universities visited by promotional staff delivering a
potential audience of up to 1.7m students
-- 346 amateur footballers trained
-- 250 coaches trained (AFC competition)
Since the launch of the sites and competitions, we have
successfully gained over 350,000 unique user registrations and
active users in less than three months. These continue to grow with
every competition. In the past three months we have run four
competitions for Manchester City FC, six competitions for Arsenal
FC and three competitions for FC Barcelona. Photos from a number of
our training camps are available on our corporate website. The
Directors understand that the volume of active users on our
platform is greater than any football club has previously achieved
in China.
Value-added Services
On 13(th) April 2017, we announced two new and exciting services
that will complement the development and growth of our payments and
sports content platform. The first was our student services
platform that is expected to provide a one-stop shop for students
to find jobs, develop their business ideas and attract funding for
them, and for financial services.
Since making the announcement, we have focussed on delivering
the student recruitment part of the platform and, as previously
guided, we expect to launch our part-time employment platform in
October 2017 in Zheijang.
The second service was our credit rating services platform,
which we hope to be able to launch with local partners. We are in
discussions with a number of partners and look forward to signing
our first partnership at the end of 2017/early 2018.
Fundraising & Board Changes
During the first half of the year we raised GBP25 million
through a placing of new ordinary shares to support our growth in
payments and to develop the student and credit services platform.
The placing was well supported by current shareholders and we saw
increased shareholdings from a number of our high quality
institutional investors. As of 25 July 2017, key institutions such
as Capital Research & Management (8.0% up from 4.1% in
February), Henderson Global Investors (5.0% maintained from 5.0% in
February), and Hadron Capital LLP (4.9% up from 3.9% in February)
had all increased or maintained their shareholdings through the
placing.
On 21 April 2017 we announced the appointment of a new
independent Non-Executive Chairman of the Board, Harry Keiley.
Outlook
The Board is confident that the second half of 2017 and early
2018 will see the implementation of key initiatives announced in
the first half of this year and subsequently, driving both customer
data acquisition and earnings growth.
Motorist Platform
In late July 2017, we launched the B2C petrol fuel card platform
on the Xinhua News Mobile App. In common with other platforms, the
initial launch is on a test basis and we anticipate B2C revenues
will grow steadily through the remainder of the year.
Following completion of contract negotiations with a number of
large, high profile e-commerce partners in recent weeks, the B2B
petrol fuel card platform is expected to launch in the next few
weeks and to be generating significant Gross Transaction Volumes
(GTV) and revenues for the Group in the second half. Whilst we
expect the long-term contribution of B2C revenues from the motorist
platform to be substantial, for the remainder of this year it is
the Board's belief that in the short term GTV and revenues from
this platform will be heavily weighted towards our larger B2B
contracts.
As previously indicated, the margins we have negotiated with
partners on the B2B motorist platform will be significantly higher
than on the mobile top up business, enhancing revenue growth and
cash generation for the Group.
Mobile Top Up
Whilst our mobile top up business has operated at relatively low
margins to date, it should be noted that our activities in this
area have so far generated valuable data from in excess of 50
million individual mobile phone customers. We expect our mobile top
up margins to increase by a significant factor as we drive those
customers towards transacting through our B2C channels.
Student Platform
We remain on track to launch the first part of the student
recruitment platform, with part-time student employment expected to
launch before the end of Q3 2017. We anticipate this to be revenue
generating in the fourth quarter. Discussions are ongoing with a
number of China's largest part-time employers to be some of the
first employers on the platform, in service areas ranging from fast
food chains through to high street retail and other market
segments.
Other parts of the platform, including full-time recruitment and
sales of mobile phones and other devices, will launch late in Q4
2017 and early in Q1 2018. Our focus during the next few months
will centre on the acquisition and registration of users from
China's student population of c.35 million. As in other parts of
the world, the student population is a key demographic in
supporting the longer term B2C strategy across the Group's product
ranges.
Sports Content
The success of our sports initiatives in the first half of the
year, with registrations so far exceeding the highest expectations
of our football partners, has allowed us to open further
discussions with the intention of generating future advertising and
sponsorship revenue. Our competitions delivered in partnership with
FC Barcelona, Manchester City FC and Arsenal FC have already
produced a unique registered user base of 350,000. This will now be
expanded with the launch of new, complementary and innovative
microsites, which are tasked with multiplying the level of
registrations within a few months. Data from this high volume of
registrants will prove valuable in accelerating both advertising
revenues and our B2C roll-out.
Our Arsenal Tmall store is scheduled for launch in advance of
the major 11th November sales event (known as 11/11 singles day in
China). Last year Alibaba's online marketplaces generated Gross
Merchandise Value of RMB 120.7bn in 24 hours, and this is one of
two main sales days in China, the other being 12th December, that
are supported by extensive promotional campaigns and offers.
We believe this initiative will provide another valuable channel
for the Group to drive customer data acquisition. The store will be
leveraged as a cross selling opportunity to drive utilisation of
our other products, notably discount incentives and other
promotions when purchasing merchandise, which may then be used to
make secondary purchases of our payments products such as mobile
top up and motorist services.
User Data
The accumulation of high-quality data covering large parts of
the Chinese population remains at the core of the Group's
longer-term strategy. As with all of China's largest internet
portals, a substantial database is imperative for supporting and
sustaining growing revenues at higher margins across all the
Group's verticals, driving our B2C rollout and positioning us well
to capitalise on major opportunities for advertising income. Our
strong relationships with existing partners give us considerable
confidence in our capabilities for generating revenues from data.
The Directors believe that our user data will, over time, deliver a
quantifiable value to the Group's balance sheet and will produce
revenues across all our channels in the remainder of 2017 and
beyond.
Summary
There is much to achieve in the second half of this financial
year and timings can often be uncertain in the markets in which we
operate, with any delays impacting revenue and profitability. That
said, with the launch of the motorist platform, part-time student
recruitment platform, and two large sales events on our Arsenal
Tmall site, all expected to take place in the second half of the
year, we continue to target the generation of an operating profit
for the second half, providing momentum as we move into 2018.
Darren Mercer Scott Kennedy
Chief Executive Officer Chief Financial Officer
21 August 2017
FINANCIAL REVIEW
For the period ended 30 June 2017, the company reported revenues
of GBP4.6 million and an operating loss of GBP13.5 million, versus
GBP0.5 million and GBP5.2 million in H1 2016. The gross transaction
volumes for the Group grew from GBP8.3 million in H1 2016 to
GBP902.1 million in H1 2017. The GBP4.1 million increase in
revenue, and the increase in gross transaction volumes in the
period, was primarily driven by increased teledraw digital lottery
sales in our Shanghai business with a smaller contribution from the
B2B mobile top up business.
Administration expenses after exceptional items in the period
were GBP14.4 million (H1 2016: GBP5.1 million). The GBP9.3m growth
in administrative expenses year on year can be predominantly
explained by the following factors:
In April 2016 we announced the partnership between the BNN
Group, Xinhuatong and the Xinhua News Agency to develop mobile
payments. Throughout the remainder of 2016, we increased the number
of provinces signed, resulting in a total of 12 Xinhua provinces.
Each province is on a 3 year contract and payments are staggered
through the life of the contract. 2017 is the first year where we
see the full annual cost impact of the agreements in the income
statement. In H1 2016 expenses were GBP0.6 million from this
partnership, increasing to GBP4.0 million in H1 2017, driving a
GBP3.4 million increase in expenses. Payments to provinces are
weighted to the front end of the year so expenses associated with
the Xinhua provincial payments will be less in the second half of
2017 than they were in the first half.
Headcount has continued to grow across the organisation. The
Board has been strengthened via the addition of four new members
since June last year, and an advisory panel to the Board has been
established. The increase in headcount reflects the ongoing
investment being made in our technology and data teams, and
executive management, as we continue to prepare the company for the
Nasdaq listing. As such, wages and salaries, of both permanent
staff and contractors, have increased by GBP2.5 million year on
year. The headcount growth and a number of the Board appointments
were made in the second half of 2016, as such we do not expect the
year on year growth in wages and salaries at the year-end to be
double what is was at the end of the first half.
In 2016, we had existing commercial agreements with Arsenal FC
and Manchester City FC that were signed in 2015; we have since
extended and expanded those arrangements to include training camps
and development of club microsites in China. In addition, we have
partnered with FC Barcelona, which we announced in December 2016.
Consequentially, expenses have increased GBP1.0 million period on
period. This includes the costs of the licensing agreements, as
well as costs associated with running the training camps.
Throughout 2016 and the first half of 2017, we have pursued a
listing on Nasdaq, proceeded with the SEC application process and
worked with a number of advisors in preparing the company for a US
listing. As a result, these transaction costs attributed
approximately GBP1.0 million of increased professional fees (legal,
audit, advisory).
We have also seen a GBP0.6 million increase in financing costs
period on period. Period on period interest charges have remained
inline, however the foreign exchange movements have been
significant. This has been driven by a weakening of the pound at
the point of the Brexit announcement, followed by a consistent
strengthening thereafter.
On 30(th) June 2017 BNN had GBP28.7 million of cash in bank
(GBP28.0 million 31(st) December 2016). In addition a further
GBP3.4 million of restricted cash was released on 3 July 2017.
During the first half of 2017 we raised gross proceeds of GBP25
million following the placing announced on 13 April 2017. Fees and
expenses associated with the placing were GBP1.7 million and a
number of services were paid for with the issue of shares,
totalling GBP4.8 million. These included a partial renegotiation of
one of our Xinhua contractual payments whereby we exchanged 4
million shares (worth GBP3.2 million) for contractually guaranteed
payments totalling RMB 60 million (approximately GBP7 million).
This has saved the Group approximately GBP7 million in cash and a
further GBP3.8 million in expenses over the next 18 months. The net
cash operating outflow for the Group was GBP13.2 million in the
first half of 2017.
Post Period End
On 26(th) July 2017, the Group announced a significant further
expansion of its commercial relationship with Arsenal Football
Club, signing a contract to create and operate an online store in
China through Tmall, the business-to-consumer (B2C) marketplace
owned by the country's leading e-commerce group, Alibaba.
Unaudited Condensed Consolidated Income Statement
Six months ended 30 June 2017
(all figures reported in GBP'000 sterling)
Note Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(restated,
note 5)
(Unaudited) (Unaudited) (Audited)
Revenue 2 4,627 537 2,064
Cost of sales (3,532) (242) (1,138)
----------------------- ----- --- ------------ --- ------------ --- -------------
Gross profit 1,095 295 926
----------------------- ----- --- ------------ --- ------------ --- -------------
Administrative
expenses before
exceptional items (14,036) (5,095) (15,908)
Exceptional items 4 (357) - (677)
----------------------- ----- --- ------------ --- ------------ --- -------------
Administrative
expenses after
exceptional items (14,393) (5,095) (16,585)
Share of results
of associates (199) (407) (812)
----------------------- ----- --- ------------ --- ------------ --- -------------
Operating loss (13,497) (5,207) (16,471)
Finance costs (1,978) (1,317) (1,739)
----------------------- ----- --- ------------ --- ------------ --- -------------
Loss before tax (15,475) (6,524) (18,210)
Tax - - -
----------------------- ----- --- ------------ --- ------------ --- -------------
Loss for the period (15,475) (6,524) (18,210)
----------------------- ----- --- ------------ --- ------------ --- -------------
Attributable to:
Owners of the company 3 (15,384) (6,448) (18,062)
Non-controlling
interests (91) (76) (148)
(15,475) (6,524) (18,210)
----------------------- ----- --- ------------ --- ------------ --- -------------
Earnings per share
From continuing
operations:
Basic loss per
share 3 7.08 4.36 10.08
Diluted loss per
share 3 7.08 4.36 10.08
Unaudited Condensed Consolidated Statement of Comprehensive
Income
Six months ended 30 June 2017
(all figures reported in GBP'000 sterling)
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(restated,
note 5)
(Unaudited) (Unaudited) (Audited)
Loss for the period (15,475) (6,524) (18,210)
Items that may be
reclassified subsequently
to profit or loss:
Exchange differences
on translation of
foreign operations 796 (848) (1,406)
Income tax relating - - -
to items that may
be reclassified subsequently
to profit or loss
Total comprehensive
loss for the period (14,679) (7,372) (19,616)
------------------------------------- ------------ --- ------------ --- -------------
Attributable to:
Owners of the company (14,588) (7,313) (19,490)
Non-controlling interests (91) (59) (126)
(14,679) (7,372) (19,616)
------------------------------------ ------------ --- ------------ --- -------------
Unaudited Condensed Consolidated Balance Sheet
Six months ended 30 June 2017
(all figures reported in GBP'000 sterling)
Note 30 June 30 June 31 December
2016
2017 2016
(restated,
note 5)
(Unaudited) (Unaudited) (Audited)
Non-current assets
Goodwill 4,242 4,206 4,383
Other intangible assets 1,540 297 949
Property, plant and equipment 592 448 663
Investments in associates 5,913 5,198 6,322
Other investments 2,271 3,725 2,342
Other receivables 7 7,600 - 7,600
------------------------------- ----- ------------ ------------ ------------
22,158 13,874 22,259
Current assets
Inventories 3 20 5
Trade and other receivables 7 28,041 7,030 14,767
Cash and cash equivalents 6 28,732 7,074 28,028
56,776 14,124 42,800
------------------------------- ----- ------------ ------------ ------------
Total assets 78,934 27,998 65,059
------------------------------- ----- ------------ ------------ ------------
Current liabilities
Trade and other payables 8 8,877 4,584 5,262
Borrowings 5 7,726 3,226 6,110
16,603 7,810 11,372
------------------------------- ----- ------------ ------------ ------------
Net current assets 40,173 6,314 31,428
------------------------------- ----- ------------ ------------ ------------
Non-current liabilities
Borrowings 5 10,942 10,864 13,564
------------------------------- ----- ------------ ------------ ------------
Total liabilities 27,545 18,674 24,936
------------------------------- ----- ------------ ------------ ------------
Net assets 51,389 9,324 40,123
------------------------------- ----- ------------ ------------ ------------
Equity
Share capital 9 23,861 16,432 20,527
Share premium account 87,764 31,010 65,394
EBT reserve (575) (575) (575)
Accumulated deficit (59,700) (37,751) (45,353)
------------------------------- ----- ------------ ------------ ------------
Equity attributable to
owner of the company 51,350 9,116 39,993
Non-controlling interests 39 208 130
Total equity 51,389 9,324 40,123
------------------------------- ----- ------------ ------------ ------------
Unaudited Condensed Consolidated Statement of Changes in
Equity
Six months ended 30 June 2017
(all figures reported in GBP'000 sterling)
Share Share EBT Accumulated Equity Non-controlling Total
capital premium reserve deficit attributable interest equity
account to the
owners
of the
company
Balance
at 31 December
2016 20,527 65,394 (575) (45,353) 39,993 130 40,123
--------------------- --------- --------- --------- ------------ -------------- ---------------- ---------
Loss for
the period - - - (15,384) (15,384) (91) (15,475)
Exchange
differences - - - 796 796 - 796
--------------------- --------- --------- --------- ------------ -------------- ---------------- ---------
Total comprehensive
loss for
the period - - - (14,588) (14,588) (91) (14,679)
Issue of
share capital 3,125 20,176 - - 23,301 - 23,301
Credit
to equity
for equity-settled
share based
payments - - - 241 241 - 241
Conversion
of convertible
debt 209 2,194 - - 2,403 - 2,403
Balance
at 30 June
2017 23,861 87,764 (575) (59,700) 51,350 39 51,389
--------------------- --------- --------- --------- ------------ -------------- ---------------- ---------
Audited Condensed Consolidated Statement of Changes in
Equity
Year ended 31 December 2016
(all figures reported in GBP'000 sterling)
Share Share EBT Accumulated Non-controlling Total
capital premium reserve deficit interest equity
account Equity
attributable
to the
owners
of the
company
Balance
at 31 December
2015 (Audited) 14,431 22,432 (575) (29,940) 6,348 256 6,604
--------------------- --------- --------- --------- ------------ --------------- ---------------- ---------
Loss for
the year - - - (18,062) (18,062) (148) (18,210)
Exchange
differences - - - (1,428) (1,428) 22 (1,406)
--------------------- --------- --------- --------- ------------ --------------- ---------------- ---------
Total comprehensive
loss for
the year - - - (19,490) (19,490) (126) (19,616)
Issue of
share capital 6,328 42,962 - (488) 48,802 - 48,802
Credit to
equity for
equity-settled
share based
payments - - - 129 129 - 129
Cancellation
of shares (232) - - 232 - - -
Equity component
of convertible
debt - - - 4,204 4,204 - 4,204
Balance
at 31 December
2016 (Audited) 20,527 65,394 (575) (45,353) 39,993 130 40,123
--------------------- --------- --------- --------- ------------ --------------- ---------------- ---------
Unaudited Condensed Consolidated Statement of Changes in
Equity
Six months ended 30 June 2016
(all figures reported in GBP'000 sterling)
Share Share EBT Accumulated Equity Non-controlling Total
capital premium reserve deficit attributable interest equity
account (restated, to the
note 5) owners
of the
company
Balance
at 31 December
2015 14,431 22,432 (575) (29,940) 6,348 256 6,604
----------------------- --------- --------- --------- ------------ -------------- ---------------- --------
Loss for
the period - - - (6,448) (6,448) (76) (6,524)
Exchange
differences - - - (865) (865) 17 (848)
----------------------- --------- --------- --------- ------------ -------------- ---------------- --------
Total comprehensive
loss for
the period - - - (7,313) (7,313) (59) (7,372)
Issue of
share capital 1,862 8,230 - - 10,092 - 10,092
Issue of
share capital
in respect
of proceeds
received
in prior
period 139 348 - (487) - - -
Transactions
with non-controlling
interests - - - (11) (11) 11 -
Balance
at 30 June
2016 16,432 31,010 (575) (37,751) 9,116 208 9,324
----------------------- --------- --------- --------- ------------ -------------- ---------------- --------
Unaudited Condensed Consolidated Cash Flow Statement
Six months ended 30 June 2017
(all figures reported in GBP'000 sterling)
Note Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
Net cash used in operating
activities 6 (13,177) (6,336) (16,975)
------------------------------ ----- ------------ ------------ -------------
Investing activities:
Purchases of property,
plant and equipment (178) (188) (481)
Investment in associate - - (1,136)
Other investments - (3,725) (2,212)
Purchase of other intangible
assets (326) (138) (865)
Restricted cash deposits (5,500) - (14,211)
Net cash used in investing
activities (6,004) (4,051) (18,905)
------------------------------ ----- ------------ ------------ -------------
Financing activities:
Proceeds on issue of
shares 18,769 10,092 48,341
Repayment of borrowings (3,321) - -
Proceeds from borrowings 4,612 3,226 11,387
Net cash generated by
financing activities 20,060 13,318 59,728
------------------------------ ----- ------------ ------------ -------------
Net increase in cash
and cash equivalents 879 2,931 23,848
Cash and cash equivalents
at the beginning of period 28,028 4,028 4,028
Effect of foreign exchange
rate changes (175) 115 152
Cash and cash equivalents
at the end of the period 28,732 7,074 28,028
------------------------------ ----- ------------ ------------ -------------
Notes to the Unaudited Condensed Financial Statements
Six months ended 30 June 2017
(all figures reported in GBP'000 sterling)
1. Accounting policies and basis of preparation
Basis of preparation
The unaudited interim condensed consolidated financial
statements of BNN Technology PLC (the 'Group') for the six months
ended 30 June 2017 have been prepared in accordance with
International Accounting Standard ("IAS") 34 - Interim Financial
Reporting, as issued by the International Accounting Standards
Board ("IASB") and as adopted by the European Union.
The unaudited interim condensed consolidated financial
statements for the six months ended 30 June 2017 do not comprise
statutory accounts for the purpose of section 434 of the Companies
Act 2006 and should be read in conjunction with the Annual Report
for the year ended 31 December 2016. Those accounts have been
reported upon by the Group's auditor and delivered to Companies
House. The report of the auditor on those accounts was unqualified
and that opinion and the full Annual Report is published in the
Investors section of the Group website at www.bnntechnology.com and
is available from the company on request.
The unaudited interim condensed consolidated financial
statements are prepared on the basis of the accounting policies
stated in the Group's Annual Report 2016 which as previously stated
is available on the Group's website at www.bnntechnology.com.
The interim report was approved by the board of directors, the
financial information for the 6 months ended 30 June 2017 has been
reviewed by the company's auditor and their report is included
within this announcement.
Going concern
In determining the appropriate basis of the financial
statements, the directors are required to consider whether the
Group can continue in operational existence for the foreseeable
future; that is for at least 12 months from the date of the signing
of the interim financial statements.
At 30 June 2017, the Group was funded by cash balances of
GBP28.7m and did not have access to any undrawn borrowing
facilities.
The directors have reviewed trading and cash flow forecasts
which take into consideration the uncertainties in the current
operating environment. The forecasts and assumptions underpinning
those forecasts have been subject to reasonable downside
scenarios.
After making enquiries and considering the Group's existing cash
reserves and forecasts the directors have a reasonable expectation
that the company and the Group will have adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in
preparing the interim condensed consolidated financial
statements.
2. Revenue
IFRS 8 'Operating Segments' requires the segmental information
presented in the financial statements to be that used by the chief
operating decision maker to evaluate the performance of the
business and decide how to allocate resources. The Group has
identified the Group's Chief Executive Officer as its chief
operating decision maker. The Group's Chief Executive Officer
considers the results of the business as a whole when assessing the
performance of the business and making decisions about the
allocation of resources. Accordingly the Group has one operating
segment and therefore the results of the segment are the same as
the results for the Group.
The Group's revenues principally relate to commissions
receivable by the Group from the sale of mobile top ups, lottery
tickets and related products.
The Group's revenue is analysed between Land and Digital as this
information is provided to the Group's chief operating decision
maker. Land revenues relate to terminal lottery ticket machine
sales and scratch cards whilst Digital revenues includes both the
historic online lottery revenues in addition to the new mobile
payments businesses. An analysis of the Group's revenue by channel,
all of which arose from the Group's operations in China, is as
follows:
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
Land 257 51 266
Digital 4,370 486 1,798
------------ ------------ ------------ -------------
Total 4,627 537 2,064
------------ ------------ ------------ -------------
Gross transaction volumes (GTV) represents the total transaction
value of all payments or services that our technology fulfils, net
of VAT and other sales related taxes. This should not be construed
as an alternative or superior to revenue as determined in
accordance with IFRS, similarly our use of gross transaction
volumes may not be consistent with similarly described measures
used by other companies.
Six months Six months Year ended
Gross Transaction ended 30 ended 30 31 December
Volumes June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
Land 1,665 2,319 4,599
Digital 900,419 5,942 285,020
---------------------- ------------ ------------ -------------
Total 902,084 8,261 289,619
---------------------- ------------ ------------ -------------
3. Loss per share
The calculation of basic and diluted loss per share is based on
the following information:
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(restated,
note 5)
(Unaudited) (Unaudited) (Audited)
Losses for the purposes
of basic and diluted loss
per share being net losses
attributable to the owners
of the company (15,384) (6,448) (18,062)
No. No. No.
Weighted average number
of ordinary shares for
the purposes of basic loss
per share 217,170,470 147,962,352 179,260,542
Effect of dilutive potential
ordinary shares
- Share warrants - - -
- Convertible loan notes - - -
Weighted average ordinary
shares for the purposes
of diluted loss per share 217,170,470 147,962,352 179,260,542
------------------------------ ------------ ------------ -------------
The company made a loss in the current and prior
years and therefore all potentially issuable shares
are anti-dilutive.
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(restated,
note 5)
(Unaudited) (Unaudited) (Audited)
Pence Pence Pence
Basic loss per share 7.08 4.36 10.08
Diluted loss per share 7.08 4.36 10.08
------------------------------------ ------------------ ------------ -------------
The denominators used are the same as those detailed
above for both basic and diluted loss per share.
4. Exceptional items
Exceptional items are those items which management consider to
be of such significance they require separate disclosure in the
financial statements to enable readers of the financial statements
to better assess the company's performance. Exceptional items
included within administration expenses in 2017 related to
professional services costs associated with the planned NASDAQ
listing. Costs in 2016 also related to the planned NASDAQ listing.
Exceptional items incurred were:
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
Listing fees (357) - (677)
------------ ------------ -------------
Included in the balance at 30 June 2017 were accruals and other
creditors of GBP79 thousand. There was no tax charge related to the
above transactions.
5. Borrowings
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(restated)
(Unaudited) (Unaudited) (Audited)
Secured borrowing
at amortised cost:
Bank loans 12,865 3,074 11,555
Unsecured borrowing
at amortised cost:
Convertible loan notes 5,519 11,016 7,709
Loans from related
parties 284 - 410
--------------------------- ------------ --- ------------ --- -------------
18,668 14,090 19,674
--------------------------- ------------ --- ------------ --- -------------
Total borrowings
Amount due for settlement
within 12 months 7,726 3,226 6,110
Amount due for settlement
after 12 months 10,942 10,864 13,564
18,668 14,090 19,674
--------------------------- ------------ --- ------------ --- -------------
Bank loans
On 1 June 2016, BNN Technology plc established a financing
relationship with China Everbright Bank in order to efficiently
provide working capital funding to its trading subsidiary Beijing
NewNet Science & Technology Development Co., Ltd. Under the
arrangements, the China Everbright Bank Hong Kong Branch provided
Beijing NewNet Science & Technology Development Co., Ltd. with
a Chinese Renminbi denominated loan which carries an interest rate
in the range of 4.6 to 4.7 percent. This was secured by a sterling
cash deposit of the company with the China Everbright Bank Hong
Kong Branch. These cash security deposits are shown as restricted
cash within other receivables on the consolidated balance sheet
(see note 7).
At 30 June 2017, the company had drawn down RMB 110,000 thousand
(c. GBP12,865 thousand) which was repayable as follows:
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
31 May 2017 - 3,074 3,358
25 July 2017 2,367 - 2,342
10 October 2018 5,865 - 5,855
5 January 2018 4,633 - -
12,865 3,074 11,555
----------------- ------------ ------------ -------------
Convertible loan notes
On 26 January 2017 the company announced it had exercised its
conversion rights in respect of the full outstanding balance of
GBP2,403,288 New Interest Notes.
The Convertible Notes were capable of conversion into new
ordinary shares of 10 pence each in the capital of the company at
any time after 31 December 2016 and prior to 31 January 2017 at the
lower of 115p and the closing mid-market price of an Ordinary Share
on 31 December 2016. As such 2,089,816 new Ordinary shares were
issued at a conversion price of 115p to Stadium Parkgate (Holdings)
Limited.
Restatement
On the 20 April 2016, the Company agreed with the noteholder,
Stadium Parkgate Limited, to cancel the previously existing
Convertible Loan Notes and to issue New Notes for the same
principal amount of GBP6,000 thousand, but carrying an interest
rate of 6 per cent. The previously existing Convertible Loan Notes
were cancelled on 17 May 2016 and the New Notes issued on the same
date. This has been accounted for as an extinguishment of the
previously existing notes, which were derecognised on cancellation
and an issuance of the new convertible loan notes. At the date of
extinguishment, the Convertible Loan Notes including accrued
interest had a carrying value of GBP8,403 thousand and a loss of
GBP2,449 thousand arose on cancellation related to the difference
between the amortised cost of the previous loan notes and the
estimated fair value of the new notes.
The loss of GBP2,449 thousand had not been previously recognised
in the 2016 H1 interim accounts, however, as the transaction
occurred in April 2016 the company is now restating its 2016 H1
comparatives in this 2017 interim accounts to give users of the
accounts an appropriate view of the 2016 H1 period.
Please note that this loss of GBP2,449 thousand had been
accounted for in the 31 December 2016 audited annual report and
therefore the recognition of this loss in H1, 2016 has no effect on
the overall position as 31 December 2016.
As a result of recognising the initial GBP2,449 thousand at 17
May, 2016, as opposed to recognising it at 31 December 2016 and
accounting for debt issuance costs and accrued interest the net
loss impact of GBP2,367 thousand at 30 June 2016 has the following
impact on the H1, 2016 interim comparatives:
-- Finance costs increase to a total of GBP1,317 previously
disclosed as finance income of GBP1,050 thousand.
-- Loss for the period increases to GBP6,524 thousand,
previously disclosed as GBP4,157 thousand.
-- Loss per share increase to 4.36p per share previously disclosed as 2.76p per share.
-- Trade and other payables decreases to GBP4,584 thousand
previously disclosed as GBP4,700 thousand
-- Non-current liability borrowings increase to GBP10,864
thousand previously disclosed as GBP8,381 thousand.
6. Notes to the cash flow statement
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(restated,
note 5)
(Unaudited) (Unaudited) (Audited)
Consolidated loss
for the period (15,475) (6,524) (18,210)
Adjustments for:
Share of results of
associate 217 407 631
Loss of disposal of
associates - - 182
Share settled services 1,939 - -
Finance costs 1,978 1,317 1,739
Loss on disposal of
property, plant and
equipment 63 - 1
Depreciation of property
plant and equipment 174 95 252
Amortisation and impairment
of intangible assets 186 - 132
Share based payments 241 - 129
------------------------------ ------------ --- ------------ --- -------------
Operating cash flow
before working capital (10,677) (4,705) (15,145)
Decrease/(increase)
in inventories 2 (1) 16
Increase in receivables (5,418) (2,093) (3,029)
Increase in payables 3,290 505 1,678
------------------------------ ------------ --- ------------ --- -------------
Net cash used in operating
activities (12,803) (6,294) (16,480)
Income taxes paid/(received) 2 (4) 103
Interest paid (376) (38) (598)
Net cash used by operating
activities (13,177) (6,336) (16,975)
------------------------------ ------------ --- ------------ --- -------------
Significant non-cash transactions include the extinguishment and
issue of loan notes, fair value movement of the embedded derivative
on the convertible loan notes, employee share based payments and
interest accruals. Further consulting fees and Xinhua provincial
fees were settled via share issuance as part of the April 2017
share placing.
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
Cash and cash equivalents 28,732 7,074 28,028
------------ ------------ -------------
Cash and cash equivalents comprise cash and short-term bank
deposits with an original maturity of three months or less, net of
outstanding bank overdrafts. The carrying amount of these assets is
approximately equal to their fair value.
On 30 June 2017, BNN had GBP28.7 million of cash in bank (30
June 2016: GBP7.1 million). In addition, GBP3.4 million of
restricted cash deposits were released to the Group on 3 July
2017.
7. Trade and other receivables
Six months Six months Year ended
ended 30 ended 30 31 December
Current June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
Trade receivables 120 23 94
Unpaid share capital - 11 473
Amounts owed by related
parties 5,143 295 761
Restricted cash deposits 12,111 - 6,611
Other receivables 2,843 1,697 1,865
VAT receivable 1,671 1,252 1,429
Prepayments 6,153 3,752 3,534
28,041 7,030 14,767
-------------------------- ------------ ------------ -------------
Non-current
Restricted cash deposits 7,600 - 7,600
-------------------------- ------------ ------------ -------------
Included in amounts owed by related parties is a loan to D
Mercer of GBP453k (31 December 2016: GBP438k). It was previously
announced that this balance was to be repaid by 30 June 2017. A
repayment plan is in place and the balance of the loan will be
cleared by 31 December 2017. Other than this loan to Mr Mercer,
there are no other director loans outstanding at the period
end.
8. Trade and other payables
Six months Six months Year ended
ended 30 ended 30 31 December
June 2017 June 2016 2016
(restated,
Current note 5)
(Unaudited) (Unaudited) (Audited)
Trade creditors 65 1,193 198
Amounts owed to related
parties 3,177 672 163
Accruals 1,130 338 1,013
Income tax payable 51 47 53
Other taxes and social
security 103 39 361
Contingent consideration 811 908 837
Other payables 3,540 1,387 2,637
8,877 4,584 5,262
-------------------------- ------------ --- ------------ --- -------------
9. Share capital
Six months Six months Year ended
Authorised, issued ended 30 ended 30 31 December
and fully paid June 2017 June 2016 2016
(Unaudited) (Unaudited) (Audited)
238,612,523 ordinary
shares of 10p each
(30 June 2016: 164,315,391,
31 December 2016:
205,272,707) 23,861 16,432 20,527
------------ ------------ -------------
10. Subsequent events
On 26 July 2017, the company announced a significant further
expansion of its commercial relationship with Arsenal Football
Club, signing a contract to create and operate an online store in
China through Tmall, the business-to-consumer (B2C) marketplace
owned by the country's leading e-commerce group, Alibaba.
The Group will be licensed by Arsenal as its Official Tmall
Retail Partner. The Arsenal Tmall store, developed and operated by
BNN's Chinese technology partner Harbin Tengcai Science &
Technology Co. Limited ("Tengcai"), will sell a wide range of
official Arsenal branded merchandise, including the 2017/18 replica
kit and training wear by PUMA. BNN will have an 80% share of all
revenues and earnings from the store, with the remainder
distributed to our Chinese partner.
INDEPENDENT REVIEW REPORT TO BNN TECHNOLOGY PLC
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 30 June 2017 which comprises the income statement,
the statement of comprehensive income, the balance sheet, the
statement of changes in equity, the cash flow statement and related
notes 1 to 10. We have read the other information contained in the
half-yearly financial report and considered whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
This report is made solely to the company in accordance with
International Standard on Review Engagements (UK and Ireland) 2410
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Auditing Practices
Board. Our work has been undertaken so that we might state to the
company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company, for our review work, for this
report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the AIM Rules of the London Stock Exchange. As disclosed in note 1,
the annual financial statements of the group are prepared in
accordance with IFRSs as adopted by the European Union. The
condensed set of financial statements included in this half-yearly
financial report has been prepared in accordance with International
Accounting Standard 34 "Interim Financial Reporting," as adopted by
the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2017 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the
European Union and the AIM Rules of the London Stock Exchange.
Deloitte LLP
Statutory Auditor
Manchester, United Kingdom
21 August 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR PGUMWRUPMPGU
(END) Dow Jones Newswires
August 21, 2017 06:44 ET (10:44 GMT)
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