TIDMBBB

RNS Number : 4467X

Bigblu Broadband PLC

30 August 2022

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

Bigblu Broadband plc

('BBB', the 'Group' or the 'Company')

Interim Results

Continued strong growth

Bigblu Broadband plc (AIM: BBB.L), a leading provider of alternative super-fast and ultra-fast broadband services, is pleased to provide a trading update for the six-month Period ending 31 May 2022 (the "Period").

There was good progress across the Company's geographies and business units in the Period with double-digit revenue growth achieved. Growth in Australia remains strong, there has been encouraging early progress in New Zealand, and in the Nordics the focus was on the introduction of new products following completion of the upgrade program in the last financial year. The Company is therefore well positioned for the second half of the year.

Financial Highlights

-- Total revenue increased 13.8% to GBP14.9m (1H21: GBP13.1m) with like for like revenue growth(1) on a constant currency basis of 11.5%.

   --    Adjusted EBITDA(2) in the Period was GBP2.0m (1H21: GBP2.0m). 
   --    Adjusted Operating cash inflow(5) of GBP1.3m (1H21: inflow GBP1.3m). 
   --    Adjusted Free cash inflow(5) of GBP0.4m (1H21: inflow GBP0.3m). 

-- Net cash(6) at 31 May 2022 was GBP4.5m (1H21: GBP4.1m) after repayment of debt in full and the return of capital in the last financial year.

Operational Highlights

-- The acquisition of customers and certain business assets of Clear Networks (Pty) Ltd ("Clear") in Australia was completed in January 2022. Clear is an Australian ISP based in Melbourne offering a range of broadband services to 2.2k customers with over 3k connections, using both NBNCo's network and its own fixed wireless network serving primarily the greater Melbourne area. This acquisition has helped the Company strengthen its presence in Melbourne as SkyMesh looks to grow its presence across Australia and this, combined with the launch of new products, will further accelerate Skymesh's growth.

-- The distribution agreement Bigblu Norge (rebranded Brdy.no) entered with Telenor provides next generation ultrafast broadband via Fixed Wireless Access using 5G technology ("5G FWA"), delivering speeds up to 500 Mbps with unlimited data packages. Although running six months behind schedule due to equipment shortages, it has now reached 0.5k customers with month-on-month growth and significantly lower annualised churn rates, reflecting greater customer satisfaction with the products.

-- On 21 December 2021 the Company signed a Distribution Partner Agreement with OneWeb, to distribute low Earth orbit satellite based broadband services .

-- Total customers at the period end were 60.4k (1H21: 58.3k). As previously announced, one of our satellite network partners with customers in Ukraine was targeted by a cyber-attack. This attack impacted c.3k of the Company's Norwegian satellite customers. With the support of our network partner, the cyber-attack is now materially resolved, although we lost approximately 0.8k customers as a result.

-- We are pleased with the progress made in the New Zealand (NZ) market with our Asia Pacific broadband satellite partner, Kacific Broadband Satellites Group, and are delighted to report that NZ has fully opened its borders after the long pandemic closure, which will allow us to drive activity.

Quickline deferred consideration and rolled equity update

-- In June 2021, the Company completed the disposal of its majority holding in Quickline (acquired in 2017 for GBP7m) to Northleaf for a total cash consideration of up to GBP41.2m of which up to GBP10.1m was deferred contingent consideration, plus a minority stake in the ongoing business. The deferred cash consideration was subject to certain performance conditions ("PC's") being met by March 22, extended to May 22 under certain circumstances, as follows; PC1, to build 100 gigabit capable 5G FWA masts passing 60,000 homes; and PC2, to secure over GBP10m of new subsidies.

-- As previously disclosed, Quickline faced challenges in securing 5G FWA equipment reflecting the global supply issues affecting microchips and associated delays in the commercial launch of stand-alone 5G FWA services. This impacted the timing of 5G FWA being approved by the DCMS as a gigabit capable service. The combination of which resulted in zero deferred consideration being receivable by the Company.

-- More positively, supply issues have started to ease and both 5G FWA and FTTP build programmes are now accelerating, supported by a headcount of over 100. Quickline is still targeting to pass 500,000 premises as per the original business plan. Northleaf has provided GBP40m of additional capital to support the BDUK contracts and accelerate the deployment of hybrid 5G FWA and FTTP infrastructure with further capital committed. The Company retains a 5.1% stake in this rapidly growing and well-financed alternative network operator.

1 Like for like (LFL) revenue treats acquired businesses as if they were owned for the same period across both the current and prior year and adjusts for constant currency and business disposed of in the period are excluded from the calculation.

2 Adjusted EBITDA is stated before interest, taxation, depreciation, amortization, share based payments and exceptional items. It also excludes property lease costs which, under IFRS 16, are replaced by depreciation and interest charges.

3 Adjusted PAT represents adjusted EBITDA less interest, taxation, depreciation, and amortization.

4 Adjusted EPS is adjusted PAT divided by the weighted average number of shares over the period.

5 Adjusted Operating cash flow relates to the amount of cash generated from the Group's operating activities and is calculated as follows: Profit/(Loss) before Tax adjusted for Depreciation, Amortisation, Share Based Payments and adjusting for changes in Working Capital and non-cash items. Adjusted Free cash flow being cash (used)/generated by the Group after investment in capital expenditure, servicing of debt and payment of taxes. Both excludes exceptional items.

6 Cash / Net debt excludes lease-related liabilities of GBP0.9m of under IFRS 16 (FY21 GBP4.2m).

Andrew Walwyn, Chief Executive Officer of Bigblu Broadband plc, commented:

"We are pleased with the continued progress shown by the Group in the Period. Extensive effort has been made across the business units to switch customers into more attractive packages at the expense of net adds, with c4k migrations in the period and net adds of 3.2k, of which 2.2k were associated with Clear acquisition. The investment we have made to improve our offering in the Nordic region provides us with optimism that this region can return to growth. In addition, our Australian business continues to perform strongly. We are seeing churn levels reduce, and ARPU's improve, resulting in strong revenue growth.

Overall, with extensive experience in the sector and a proven track record of building attractive businesses across UK, Europe and Australasia, we remain confident in our ability to continue to deliver attractive returns for shareholders from our operations, together with the remaining stake in Quickline. In the second half of the year, we will continue supporting customers unserved and underserved in the digital divide, whilst at the same time improving our product range thereby reducing churn. We are already seeing increasing gross adds and reduced churn from the start of the second half year. We will continue to consider all options in respect of maximising shareholder value. Following typical seasonal trends, we expect a strong second half and are comfortable with market expectations for the current financial year."

For further information:

 
 Bigblu Broadband Group PLC                   www.bbb-plc.com 
 Andrew Walwyn, Chief Executive Officer        Tel: +44 (0)20 7220 
  Frank Waters, Chief Financial Officer         0500 
 finnCap (Nomad and Broker)                   Tel: +44 (0)20 7220 0500 
  Marc Milmo / Simon Hicks / Charlie Beeson 
  (Corporate Finance) 
  Tim Redfern / Richard Chambers (ECM) 
 

About Bigblu Broadband plc

Bigblu Broadband plc (AIM: BBB.L), is a leading provider of alternative superfast and ultrafast broadband solutions throughout Australasia and the Nordics. BBB delivers a portfolio of superfast and ultrafast wireless broadband products for consumers and businesses unserved or underserved by fibre.

High levels of recurring revenue, increasing economies of scale and Government stimulation of the alternative broadband market in many countries provide a solid foundation for significant organic growth as demand for alternative ultrafast broadband services increases around the world.

BBB's range of solutions includes satellite, next generation fixed wireless and 4G/5G FWA delivering between 30 Mbps and 150 Mbps for consumers, and up to 1 Gbps for businesses. BBB provides customers a full range of services including hardware supply, installation, pre-and post-sale support, billings and collections, whilst offering appropriate tariffs depending on each end user's requirements.

Importantly, as its core technologies evolve, and more affordable capacity is made available, BBB continues to offer ever-increasing speeds and higher data throughputs to satisfy market demands for broadband and broadband services. BBB's alternative broadband offerings present a customer experience that is similar to that offered by wired broadband and the connection can be shared in the normal way with PCs, tablets and smart phones via a normal wired or wireless router.

CHIEF EXECUTIVE'S REPORT

Overview

The first half of this financial year has been a further period where we have had to, like all businesses, contend with the challenges created by the events of COVID-19. In the context of the near-term global challenges created by COVID-19, our long-term relationships with our satellite partners were vital as we worked together to ensure we could deliver against the growing demand for rural and remote broadband services.

In January 2022, we completed the acquisition of customers and certain business assets of Clear. Clear is an Australian ISP offering a suite of NBNCo broadband products, as well as a private fixed wireless network serving primarily the greater Melbourne area. This acquisition added 2.2k customers (3k connections), helped the company strengthen its presence in Melbourne and continued SkyMesh's strategy of growing its presence across Australia.

Key Financials for the continuing operations

Net customer growth in the first half of 2022 was 2.6% to 60.4k (1H21: 3.9%) despite having had to contend with a Cyber-attack in the Nordics which impacted churn during the period as well as product shortages which delayed the 4G / 5G FWA launch. There was a big focus on launching new products in new territories, with Telenor 4G/5G FWA in Norway and Kacific Satellite in NZ as well as significant marketing campaigns to migrate c 4k customers to more suitable products which the Board believe should help to reduce churn in the future.

Total revenue including recurring airtime, equipment, installation sales, network support and the Clear acquisition was GBP14.9m, up 13.8% (1H21: GBP13.1m). This increase in revenue reflected a higher number of customers, ARPU progression and favorable FX rates in the period. Recurring airtime revenue, defined as revenue generated from the Company's broadband airtime, which is typically linked to contracts, was GBP14.2m representing 95% of total revenue (1H21: 93%). Total like-for-like (LFL) revenue for the Continuing Group in the period was GBP14.6m representing 11.5% growth.

Gross profit margins reduced to 41.8% in 1H22 (1H21: 43.8%), due to planned product mix changes with the increase in 5G FWA customers being at slightly lower margins than existing recurring margins for fixed wireless.

Overheads, before items identified as exceptional in nature, increased to GBP4.2m (1H21: GBP3.7m) representing 28.3% of revenue (1H21: 28.6%) due in the main to increased marketing costs and headcount costs in the period associated with new product and market launches.

Consequently, adjusted EBITDA for the period was GBP2.0m representing an adjusted EBITDA margin of 13.6% compared to GBP2.0m in 1H21 and an adjusted EBITDA margin of 15.2%.

Australasia

Our Australian business SkyMesh, is the leading Australian satellite broadband service provider having been named Best Satellite NBN Provider for the fourth year in succession (2019-2022). SkyMesh commanded a 50 per cent market share of net new adds under the NBN scheme in the period to 30 June 2022.

SkyMesh performed strongly during H1, with customer numbers at 52.0k - up 6.6% on prior year (1H21: 48.7k), which includes the customers acquired from Clear (2.2k). This resulted in increased revenues of GBP12.6m (LFL: GBP12.1m), up 20.7% (LFL: 15.6%) on prior year, with constant gross margins c.35%. Adjusted EBITDA was GBP2.2m, up 20.6% on prior year (1H21: GBP1.8m), supporting both a positive adjusted operating cash inflow of GBP2.7m and generating a positive adjusted underlying free cash flow before group transfers of GBP2.2m.

The acquisition of customers and certain business assets of Clear continues SkyMesh's strategy of expanding its presence across Australia.

The Board believes that it can continue to complement organic growth opportunities by acquisitions and partnerships that could accelerate the Company's presence into the wider Australasia region.

Nordics

Our Norwegian business, BB Norge (rebranded Brdy.no), ended 1H22 with customer numbers at 8.4k down on the previous year (1H21: 9.6k). Consequently, revenues for BB Norge were GBP1.9m, down 19.9% on prior year (1H21: GBP2.4m), reflecting the decrease in customer numbers associated with the demounting program as well as the impact of the cyber-attack. Following the completion of the upgrade program, churn has substantially reduced. The 4G/5G FWA revenue stream has gone from strength to strength in 1H22 and is now contributing a high percentage of new customers and revenue.

Gross margin slightly increased to 62.3% (1H21: 60.5%) with strong margin in our Satellite base of 47.5% (1H21: 34.2%), our 4G/5G FWA contributing 59.2% (1H21: 0%) and our fixed wireless base 67.2% (1H21: 69.9%). Adjusted EBITDA for the region was GBP0.5m, down 39.3% on prior year (1H21: GBP0.8m). Adjusted operating cash was an outflow of GBP0.6m and adjusted underlying free cash flow was an outflow of GBP1.1m following capital expenditure of GBP0.4m and set up costs associated with the 5G FWA of GBP0.5m.

During the Period the Group invested NOK 11m (GBP0.9m) to refine and enhance the Company's service proposition in the Nordic market to support the next generation ultrafast broadband via wireless 5G FWA, delivering speeds up to 500 Mbps with unlimited data packages. Although running six months behind due to equipment shortages, this is beginning to show real momentum and growing traction in the market with great customer satisfaction being reported.

The Board continues to evaluate the opportunity to refine and enhance the Group's service proposition in the Nordic market. Initiatives include the launch of new satellite offerings across the region offering speeds of 50Mbps and unlimited capacity. The Directors consider that the Group's ability to offer a combination of services including our own Fixed Wireless network, 5G FWA via Telenor and satellite solutions in the Nordics provides the Group with potentially significant scope to expand its presence and reach in this region and create shareholder value.

Despite the cyber-attack the Nordic region is showing underlying encouraging results with lower churn and signs of customer growth.

Strategy

The demand for our products continues to increase with an element of home working in the countries we operate in being the norm, and the consequential need for faster broadband solutions to the home. Whilst recognising the pressure on individuals and companies' disposal income and profits, we firmly believe that the solution set the Group offers its customers is becoming more important and a very necessary utility cost. The opportunity in the super-fast broadband market remains extremely exciting across the businesses as it is changing significantly and accelerating at pace. Where in the past a service of 30Mbps was seen as an appropriate solution to a typical customer, nowadays this is north of 50Mbps and our satellite and fixed wireless solutions will ensure that all unserved and underserved customers can receive an appropriate solution.

The Directors consider that, given their respective strengths, each of the remaining business units in Australasia and the Nordics has potential opportunities to enhance shareholder value and therefore the Board will be focused on ensuring that it can fully capitalise on this opportunity.

For the SkyMesh business in Australia, the Board believes that it could also complement organic growth opportunities by additional acquisitions that could accelerate the Company's presence into the wider Australasia region. As noted previously, the Board believes the business has the potential to achieve 80,000 customers in the region over the next three years through organic and acquisitive growth.

In Norway, following the upgrading programme last year, the launch of new products and the new Satellite offerings, we are witnessing increased customer traction and churn showing early signs of stabilising.

The Directors consider that the Company's ability to offer improved fixed wireless, 5G FWA via Telenor and satellite solutions in the Nordics means that there is potentially significant scope to expand its presence and reach in this region. The suite of competitive offerings and growing demand for working from home solutions means that the target market continues to increase in size. Market growth, alongside the operational investment outlined above, provides the Directors with confidence of stronger demand for its FWA solutions in Norway, whilst capital-light satellite solutions are expected to be successfully deployed across the wider Nordic region.

Marketing

We use a digital-first strategy to both acquire and retain new and existing customers. For customer acquisition, we target in-market prospects based on geography, broadband speed and purchase intent. Channels used vary depending on in-country results, blending Facebook, Google, Bing and lead-generation partners in order to achieve our internal KPI's in terms of cost per lead and cost per activation. We deploy a suite of engaging content from ad copy, through to static display ads and video. Most important of all is word of mouth or customer referral hence the importance of looking after our existing customers as demonstrated in our business.

Current Trading and Outlook

The Company has continued its successful positioning at the forefront of the alternative super-fast broadband industry. During the trading period to 31 May 2022, the Company continued to grow its customer base while still benefiting from the strong visibility afforded by the high percentage of recurring revenues. Our robust model and infrastructure continued to underpin growth in customers and revenues per user. This will prove to be key to the Continuing Group as we seek to maximise shareholder value from our Nordic and Australasian businesses.

The Board remains convinced that there is plenty of scope for the Company to take advantage of growth opportunities. These include, but are not limited to, capitalising on organic growth and acquisition opportunities in Australasia to further solidify our hold in the region and reigniting our Nordics operation with a smaller, more profitable footprint, reduced churn and new product offerings to our customers. In addition, the Board will look at all opportunities to maximise shareholder value.

In the current environment, part of our continued growth, and improvement year on year, is satisfying the increased demand for high-speed broadband in rural areas as more and more employees work from home. We also closely monitor a number of business KPIs daily, to ensure that the economic pressures faced by our customers and suppliers don't materially impact our operations and financial performance. These KPIs include customer sales, activations, churn, customers inflight, cash, and stock levels.

Following typical seasonal trends, we expect a strong second half and are comfortable with financial market expectations for the current year.

Andrew Walwyn

CEO

FINANCIAL REVIEW

This financial review describes the performance of the Company during the Period.

Total customers at the Period end for the Group were c.60k (1H21: c.58k). During the half year the Company had gross adds of 8.5k (1H21: 10.9k) and underlying churn of 7.5k (1H21: 6.5k) giving c.1k net organic adds (1H21: c.4.4k). In addition, there were 2.2k of customers acquired with the acquisition of Clear and c 4k migrated customers. The exceptional churn (c.1.6k) results in the main from demounting equipment on masts (c.0.8k), and the impact of the cyber-attack (c.0.8k). This is summarised as follows:

 
                                 Unaudited      Unaudited        Audited 
                                     As at          As at          As at 
                               31 May 2022    31 May 2021    30 Nov 2021 
                                       000            000            000 
 
 Opening base                         58.8           57.2           57.2 
                             -------------  -------------  ------------- 
 
   Inflight customers(1)                 -              -            1.3 
 Gross Additions (2)                   8.5           10.9           19.1 
 Migrated / Switched 
  out(3)                             (4.0)              -          (1.0) 
 Migrated / Switched 
  in (3)                               4.0              -            1.0 
 Churn - Underlying(4)               (7.5)          (6.5)         (14.4) 
                             -------------  -------------  ------------- 
 Underlying Net Additions              1.0            4.4            6.0 
 Acquisition                           2.2              -              - 
                             -------------  -------------  ------------- 
 Net Additions                         3.2            4.4            6.0 
 Churn - Exceptional(5)              (1.6)          (3.3)          (4.4) 
 Net growth                            1.6            1.1            1.6 
                             -------------  -------------  ------------- 
 
   Closing Base                       60.4           58.3           58.8 
                             -------------  -------------  ------------- 
 
 

(1) Customers where orders have been received but not activated

(2) Customers who have taken a contract out and commenced service

(3) Customers who have been specifically targeted to switch their contract and renew with a new product and contract

(4) Underlying churn is where customers have cancelled their contract

(5) Exceptional churn is where we or a customer cancels their contract due to uncontrollable circumstances impacting their service such as cyber event and demounting

Significant focus in 1H22 was on launching in NZ, launching 4G/5G FWA services in Norway and "right sizing" products for customers across all territories. As a result, we are pleased to report gross add have started increasing in the second half of the year. Churn rates (defined as the number of subscribers who discontinue their service as a percentage of the average total number of subscribers within the period, including the exceptional churn), decreased to an average annualised churn rate of 30.7% in 1H22 (1H21: 33.9%). The main areas of exceptional churn were the cyber-attack affecting 3k customers in Norway (Impacting churn by c.0.8K) and the demounting of loss making fixed wireless customers in Norway 0.8k. On a like-for-like basis underlying churn was in line with the previous year at c 25%.

Inflight numbers remain consistent and are typically only adjusted at the end of the financial year.

Total revenue increased 13.8% to GBP14.9m (1H21: GBP13.1m). This reflects the higher like for like customer numbers and increased ARPU year on year of 6.8% (from GBP38.07 to GBP40.64). Like for like revenue in the period was up a healthy 11.5% to GBP14.6m.

Underlying ARPU, calculated by dividing total revenues from all sources by the average customer base, increased in the first half to GBP40.64 per month (1H21: GBP38.07) as we sought to offer better packages to customers, more appropriate to increasing demands for speed and data, with increased revenue from services and installations.

The sales revenue mix across the Company at the end of the period was c.76% Satellite, c.22% Fixed Wireless and 2% 4G / 5G FWA (1H21: c.75% Satellite, c.25% Fixed Wireless and 0% 4G / 5G FWA).

The increased gross margin from the 13.8% increase in revenue was GBP0.5m (up 8.6% on 1H22). The gross profit was lower due to the product mix associated with the introduction of 5G FWA products in the Nordics and promotion activity in Norway satellite following the cyber-attack. Overheads increased GBP0.5m (12.4% on 1H22), due to increased marketing costs to support new launches of 5G FWA in Norway and Satellite in New Zealand (GBP0.35m) and associated increased staff costs for New Zealand operations (GBP0.15m).

Depreciation increased to GBP1.0m in the first half of the year from GBP0.6m in 1H21 following the investment in Norway on upgrading their estate of towers in FY21 (GBP0.3m) as well as an increase in the right of use assets recognised in line with IFRS 16 (GBP0.1m). Amortisation of intangible assets increased to GBP0.2m (1H21: GBPnil), due to the customer contracts acquired with Clear being amortised over 24 months (GBP0.2m).

The Company incurred charges identified as exceptional in nature during the period, including costs related to internal restructuring (GBP0.1m), legal and related costs associated with acquisition and disposal activities (GBP0.5m) and other costs deemed exceptional to ordinary activities (GBP0.2m).

Interest costs reduced during the period to GBP0.1m (1H21: GBP0.3m) as a result of the repayment of the GBP8.4m revolving credit facility with Santander in 2H21.

 
                                            Unaudited       Unaudited   Audited 
                                                As at           As at     As at 
                                               31 May          31 May    30 Nov 
                                                 2022            2021      2021 
                                               GBP000         GBP000     GBP000 
 
 Underlying Interest                               18            230        709 
 Interest element of lease 
  payments                                         34             45         89 
 Reported Interest                                 52            275        798 
                                           ----------  ----  -------  --------- 
 
 

Statutory Results and EBITDA Reconciliation

Adjusted EBITDA (before share based payments and exceptional items) for the half year increased 1.4% to GBP2.0m (1H21: GBP2.0m). A reconciliation of the adjusted EBITDA to statutory operating loss of GBP0.2m (1H21: GBP0.2m profit) and to adjusted PAT of GBP0.5m (1H21: GBP0.9m profit) is shown below:

 
                                    Unaudited 6 months to 31     Unaudited 6 months to 31      Audited 12 months to 30 
                                                    May 2022                     May 2021                November 2021 
                                                      GBP000                       GBP000                       GBP000 
 Adjusted EBITDA              1                        2,020                        1,992                        4,577 
 Depreciation                 2                        (979)                        (630)                      (1,390) 
 Amortisation                 3                        (188)                            -                            - 
                                 ---------------------------  ---------------------------  --------------------------- 
 Adjusted EBIT                                           853                        1,362                        3,187 
 Share based payments                                  (154)                         (75)                        (163) 
                                 ---------------------------  ---------------------------  --------------------------- 
 Continuing Operations 
  operating profit - 
  pre-exceptional items                                  699                        1,287                        3,024 
 Exceptional items            4                        (830)                      (1,079)                      (3,922) 
                                 ---------------------------  ---------------------------  --------------------------- 
 Continuing Operations 
  Statutory operating 
  profit - post exceptional 
  items                                                (131)                          208                        (898) 
                                 ---------------------------  ---------------------------  --------------------------- 
 
   Adjusted EBIT                                         853                        1,362                        3,187 
 Underlying interest                                    (52)                        (275)                        (798) 
 Tax (charge)/credit                                   (330)                        (228)                           76 
                                 ---------------------------  ---------------------------  --------------------------- 
 Continuing Adjusted PAT                                 471                          859                        2,465 
                                 ---------------------------  ---------------------------  --------------------------- 
 

Company

1) Adjusted EBITDA (before share based payments, depreciation, intangible amortisation, impairment of goodwill, acquisition, employee related costs, deal related costs, and start-up costs) was GBP2.0m (1H21: GBP2.0m).

2) Depreciation increased to GBP1.0m in 1H22 from GBP0.6m in 1H21, due to investment in Norway on upgrading their estate of towers in FY21 (GBP0.3m) as well as an increase in the right of use assets recognized in line with IFRS 16 (GBP0.1m).

3) Amortisation of intangible assets was GBP0.2m (1H21: GBPnil) following the acquisition of Clear. No impairment of intangible assets was charged during the period (1H21: GBPnil).

4) The Company incurred expenses in the period that are considered exceptional in nature and appropriate to identify. These comprise:

a. GBP0.1m (1H21: GBP0.1m) employee termination and redundancy costs where internal restructuring has occurred

b. GBP0.5m (1H21: GBP1.0m) of net acquisition, deal, legal and other costs relating to M&A activities and fundraising during the period. These costs comprise mainly professional and legal fees.

   c.     GBP0.2m of other one-off costs primarily related to launch of 5G in Norway. 

Total Revenue and Adjusted EBITDA in 1H22 and the comparative period is analysed as follows:

 
                                                    Revenue                             Adjusted EBITDA(2) 
                   -----------------------------------------               ---------- 
                             Unaudited             Unaudited      Audited   Unaudited   Unaudited      Audited 
                              6 months              6 months    12 months    6 months    6 months    12 months 
                                    to                    to           to          to          to           to 
                                31 May                31 May       30 Nov      31 May      31 May       30 Nov 
                                  2022                  2021         2021        2022        2021         2021 
                                  GBPm                  GBPm         GBPm        GBPm        GBPm         GBPm 
 Australia                        12.6                  10.5         21.8         2.2         1.8          4.0 
 Norway                            1.9                   2.4          4.6         0.5         0.8          1.9 
                   -------------------  --------------------  -----------  ----------  ----------  ----------- 
 Pre-Central                      14.5                  12.9         26.4         2.7         2.6          5.9 
 Central Revenue 
  and Costs(1)                     0.4                   0.2          0.7       (0.7)       (0.6)        (1.3) 
 Total                            14.9                  13.1         27.1         2.0         2.0          4.6 
                   -------------------  --------------------               ----------  ---------- 
 

(1) Central costs include finance, IT, marketing and plc costs

(2) Adjusted EBITDA includes the impact of adoption of IFRS16

The Company's total customer base of c.60k as at 31 May 2022 (1H21: c.58k) was split as follows: Australasia: 86% (1H21: 83%), Norway: 14% (1H21: 17%).

The year-on-year analysis from both a revenue and EBITDA perspective is explained as follows:

Australia

-- The increase in revenue was due to continued growth of the customer base (GBP1.3m), the customer acquisition from Clear (GBP0.5m), as well as ARPU progression (GBP0.3m). EBITDA improved following the increase revenue and the cost control actions subsequently taken.

Nordics

-- Revenue in satellite reduced due to the cyber-attack (GBP0.3m) and revenue in fixed wireless decreased mainly due to the demounting of identified loss making masts in last financial year.

-- EBITDA decreased due to churn in the period relating to the demounting program and the impact of the churned customers relating to the cyber-attack.

Cash Flow Analysis:

Underlying Cashflow performance of continuing group

The underlying cash flow performance analysis seeks to clearly identify underlying cash generation within the Company and separately identify the cash impact of M&A activities, identified exceptional items and the treatment of IFRS 16 and is presented as follows:

 
                                                                             Unaudited      Unaudited        Audited 
                                                                              6 months       6 months      12 months 
                                                                                    to             to             to 
                                                                           31 May 2022    31 May 2021    30 Nov 2021 
                                                                                GBP000         GBP000         GBP000 
 
   Adjusted EBITDA                                                               2,020          1,992          4,577 
 Underlying movement of working capital                               1        (1,314)          (691)          1,742 
 Forex and non-cash                                                   2            595             22        (1,085) 
                                                                         -------------  -------------  ------------- 
 Underlying operating cash flow before interest, tax, Capex and 
  exceptional items                                                   3          1,301          1,323          5,234 
 Tax and interest paid                                                4          (382)          (262)          (906) 
 Purchase of Assets                                                   5          (526)          (732)        (2,208) 
                                                                         -------------  -------------  ------------- 
 Underlying free cash flow before exceptional and M&A items                        393            329          2,120 
 Exceptional items                                                    6            448        (1,022)         27,119 
 Investing activities                                                 7        (1,192)              -              - 
 Movement in cash from discontinued operations                        8              -          1,067        (2,209) 
 Movement in working capital from discontinued operations                            -              -        (2,339) 
 Financing activities                                                 9          (308)          (320)       (34,796) 
                                                                         -------------  -------------  ------------- 
  (Decrease) / Increase in cash balance                                          (659)             54       (10,105) 
                                                                         -------------  -------------  ------------- 
 

1) Underlying movement in working capital was an outflow of GBP1.3m (1H21: outflow GBP0.7m) as a result of the payments associated with the stock for the 5G FWA revenue stream (GBP0.8m), a slight increase in Trade Receivables (GBP0.2m) and other working capital movements.

2) Forex and non-cash inflow of GBP0.6m (1H21: inflow GBP0.0m) relate to the exchange movement in the Consolidated Statement of Comprehensive Income and the Consolidated Statement of Financial Position (GBP0.5m), as well as costs/income which have no impact on operating cashflow (GBP0.1m).

3) This resulted in an underlying operating cash flow before Interest, Tax, Capital expenditure and Exceptional items of GBP1.3m (1H21: GBP1.3m inflow) and an underlying operating cash flow to EBITDA conversion of 64.4% (1H21: 66.4%).

4) Tax and interest paid was GBP0.4m (1H21: GBP0.3m). Tax paid relates to the prepayment in Australia on the monthly revenue (GBP0.3m), with the interest element being the fee on the undrawn funds from the RCF.

5) Purchases of assets were GBP0.5m (1H21 GBP0.7m). These relate to improvements in the Nordic fixed wireless infrastructure (GBP0.2m), Norwegian 5G FWA stock capitalised (GBP0.2m)and NZ rental stock capitalised GBP0.1m.

This resulted in an underlying Free Cash inflow before exceptional items, M&A activities and financing activities in the period of GBP0.4m (1H21: inflow GBP0.3m).

6) Exceptional items of GBP0.4m (1H21: Outflow GBP1.0m) covers completion payments of GBP2.8m received in respect of earlier M&A activity less GBP0.1m of related expenses. Payments associated with New Zealand set up costs (GBP0.2m), 5G FWA set up costs in Norway (GBP0.5m), staff restructuring costs in Norway (GBP0.3m), disposals and acquisitions (GBP1.2m) and others (GBP0.2m). Excludes non-cash exceptional items including provisions made in accordance with IAS 37.

   7)    Investing activities included the purchase of Clear Networks of GBP1.2m 

8) There were no operations discontinued during 1H22. The movement in cash from discontinued operations of GBP1.1m in 1H21 represents the increase in cash balances recognised in the accounts of Quickline during 1H21.

9) In 1H22 the financing activities related to the principal element of lease payments of GBP0.3m (1H21: GBP0.3m principal element of lease payments).

Statutory Cash flow Analysis

Underlying operating cashflow was GBP1.3m in 1H22 (1H21: Inflow of GBP1.3m), which resulted in an operating cashflow to adjusted EBITDA (pre IFRS 16 adjustment) conversion of 64.4% (1H21: 66.4%).

Tax and interest paid increased to GBP0.4m in 1H22 from GBP0.3m in 1H21, covering the monthly corporation tax payments on account in Australia.

The net summary of the above is an equity free cash inflow of GBP0.4m in 1H22 (1H21: GBP0.3m inflow) which is summarised as follows:

 
                                                                              Unaudited      Unaudited         Audited 
                                                                            6 months to    6 months to    12 months to 
                                                                                 31 May         31 May          30 Nov 
                                                                                   2022           2021            2021 
                                                                                 GBP000         GBP000          GBP000 
 Underlying Operating Cash Flows(1)                                               1,301          1,323           5,234 
 Purchase of assets                                                               (526)          (732)         (2,208) 
 Interest and Tax                                                                 (382)          (262)           (906) 
                                                                          -------------  -------------  -------------- 
 Equity free cash flow (outflow)/inflow                                             393            329           2,120 
                                                                          -------------  -------------  -------------- 
 
 
 Underlying Operating cash flow analysis - Underlying Operating Cash 
  Flow /Adjusted EBITDA                                                          64 .4%          66.4%          114.4% 
 

(1) Underlying Operating Cash flows is before interest, tax and exceptional items relating to M&A, integration costs and investment in network partnerships

Net Cash / (debt) comprises:

 
                         Unaudited      Unaudited         Audited 
                       6 months to    6 months to    12 months to 
                            31 May         31 May          30 Nov 
                              2022           2021            2021 
                            GBP000         GBP000          GBP000 
 Cash                        4,542         12,084           5,201 
 Debt                            -        (7,945)               - 
                     -------------  -------------  -------------- 
 Net Cash / (Debt)           4,542          4,139           5,201 
                     -------------  -------------  -------------- 
 

In the last twelve months (LTM) period, comparing 1H22 with 1H21, cash decreased by cGBP7.5m and debt decreased by GBP7.9m, resulting in an increase in net cash of GBP0.4m to GBP4.5m from net cash of GBP4.1m, excluding IFRS 16 liabilities.

In the LTM period, we generated operating cash outflows of GBP2.8m and received proceeds from the sale of subsidiaries of GBP33.9m and proceeds from the issue of shares of GBP0.4m, and this was utilised as follows; cash returned to shareholders GBP26.1m, investment in fixed assets of GBP2.9m, purchase of intangibles GBP1.1m, repayment of debt of GBP8.4m and capital element of lease payments GBP0.7m.

The table above excludes the lease liabilities of GBP1.4m recognised for the first time in 2019 after the adoption of IFRS 16 (1H21: GBP1.9m). Including this amount would give a total net cash of GBP3.1m (1H21: net cash GBP2.2m).

Balance Sheet

Non-current assets have increased in the last 12 months by GBP7.9m to GBP17.5m (1H21: GBP9.6m) primarily as a result of the receipt of equity and loan notes as part consideration for the disposal of Quickline, together valued at GBP5.7m, and the goodwill on the acquisition of customer contracts from Clear Networks (GBP1.6m).

Actual capital expenditure in the Continuing business in 1H22 was GBP0.5m (1H21: GBP0.7m), primarily in the Nordic infrastructure.

Intangible Assets of GBP7.9m comprises the Goodwill and other intangibles (FY21: GBP5.6m). Of the increase of GBP2.3m, GBP1.8m relates to the customer acquisition by SkyMesh of the Clear Networks business and GBP0.5m is capitalised system development.

Working Capital

Inventory days increased to 31 days (1H21: 18 days) due to increased stock to support the 5G FWA sales growth in Norway.

Debtor days decreased to 10 days (1H21: 12 days) following improved debt collections due to system improvements.

Creditor days decreased to 87 days (1H21: 113 days) due to our stronger balance sheet being used to improve our credit position with our suppliers.

Total net cash, excluding lease liabilities, increased in the year by GBP0.4m to GBP4.5m (FY21: GBP4.1m) and is explained further in the Cash Flow Analysis section.

Statutory EPS and Adjusted EPS for total company including discontinued operations

Statutory EPS loss per share decreased to 1.1p from 1.3p.

 
                                                                    Statutory EPS Pence 
                                                            Unaudited     Unaudited        Audited 
                                                          6 months to   6 months to   12 months to 
                                                               31 May        31 May         30 Nov 
                                                                 2022          2021           2020 
 
 Total basic EPS attributable to ordinary shareholders          (1.1)         (1.3)           46.9 
 Basic EPS from continuing operations                           (0.9)         (0.5)          (2.8) 
 

Statutory basic EPS from continuing and discontinued operations shows a loss of 1.1p (1H21: Loss 1.3p). Statutory basic EPS from continuing operations increased to a loss of 0.9p (1H21: Loss 0.5p).

Frank Waters

CFO

Bigblu Broadband plc

Consolidated statement of comprehensive income

6 months ended 31 May 2022

 
                                                             Note 
                                                                      Unaudited       Unaudited       Audited 
                                                                       6 months     6 months to     12 months 
                                                                             to          31 May            to 
                                                                         31 May            2021        30 Nov 
                                                                           2022                          2021 
                                                                         GBP000          GBP000        GBP000 
 Revenue                                                                 14,894          13,092        27,067 
 Cost of goods sold                                                     (8,662)         (7,353)      (14,899) 
                                                                   ------------  --------------  ------------ 
 Gross Profit                                                             6,232           5,739        12,168 
 Distribution and administration expenses                     2         (5,196)         (4,901)      (11,676) 
 Depreciation                                                             (979)           (630)       (1,390) 
 Amortisation                                                             (188)               -             - 
 Operating (Loss) / Profit                                                (131)             208         (898) 
 Interest Payable                                                          (52)           (275)         (798) 
 Loss before Tax                                                          (183)            (67)       (1,696) 
 Taxation                                                                 (330)           (228)            76 
                                                                   ------------  --------------  ------------ 
 Loss from continuing operations                                          (513)           (295)       (1,620) 
 (Loss) / Profit from discontinued operations                             (101)           (664)        28,373 
                                                                   ------------  --------------  ------------ 
 (Loss) / Profit for the period                                           (614)           (959)        26,753 
 Foreign currency translation difference                                    226             (9)         (355) 
                                                                   ------------  --------------  ------------ 
 Total comprehensive (expense) / Income for the period                    (388)           (968)        26,398 
                                                                   ------------  --------------  ------------ 
 
  Owners of Bigblu Broadband Plc                                          (388)           (741)        26,682 
   Non-Controlling Interests                                                  -           (227)         (284) 
----------------------------------------------------------  -----  ------------  --------------  ------------ 
 
 (Loss) / Profit per share 
 Total - Basic EPS                                            3          (1.1p)          (1.3p)         46.9p 
 Total - Diluted EPS                                          3          (1.1p)          (1.3p)         45.6p 
 Continuing operations - Basic EPS                            3          (0.9p)          (0.5p)        (2.8p) 
 Continuing operations - Diluted EPS                          3          (0.9p)          (0.5p)        (2.7p) 
 Discontinued operations - Basic EPS                          3          (0.2p)          (0.8p)         49.7p 
 Discontinued operations - Diluted EPS                        3          (0.2p)          (0.8p)         48.3p 
 
   Adjusted earnings per share from continuing operations 
   Total - Basic EPS                                           3           0.8p            1.5p          4.3p 
 Total - Diluted EPS                                          3            0.8p            1.5p          4.2p 
 

Bigblu Broadband plc

Consolidated statement of financial position

As at 31 May 2022

 
                                      Note       Unaudited       Unaudited        Audited 
                                                     As at           As at          As at 
                                               31 May 2022     31 May 2021    30 Nov 2021 
                                                    GBP000          GBP000         GBP000 
 Non-Current Assets 
 Intangible assets                                   7,880       5,591              5,576 
 Property Plant and Equipment                        3,879       3,527              4,090 
 Investments                                         5,750         -                5,672 
 Deferred Tax asset                                    717        503                 709 
                                                                            ------------- 
 Total Non-Current Assets                           18,226       9,621             16,047 
                                             -------------  --------------  ------------- 
 
 Current Assets 
 Inventory                                           1,577        680                 699 
 Trade Debtors                                         851        806                 802 
 Other Debtors                                       1,354       1,740              4,115 
 Cash and Cash Equivalents                           4,542      12,084              5,201 
 Assets classified as held for                           -      20,109                  - 
  sale 
                                             -------------  --------------  ------------- 
 Total Current Assets                                8,324      35,419             10,817 
                                             -------------  --------------  ------------- 
 
 Current Liabilities 
 Trade Payables                                    (4,364)      (3,252)           (4,496) 
 Recurring Creditors and Accruals                  (2,958)      (2,847)           (3,253) 
 Other Creditors                                     (991)       (725)               (82) 
 Payroll taxes and VAT                               (359)       (670)              (966) 
 Lease liabilities                                   (487)       (823)              (623) 
 Provisions for liabilities 
  and charges                                        (685)      (1,468)             (685) 
 Liabilities associated with assets                      -      (6,258)                 - 
  classified as held for sale 
 Total Current Liabilities                         (9,844)     (16,043)          (10,105) 
                                             -------------  --------------  ------------- 
 
 Non-Current Liabilities 
 Loans and debt facilities                               -      (7,945)                 - 
 Lease liabilities                                   (865)      (1,053)             (835) 
 Deferred taxation                                   (288)       (119)               (13) 
                                             -------------  --------------  ------------- 
 Total Non-Current Liabilities                     (1,153)      (9,117)             (848) 
                                             -------------  --------------  ------------- 
 
 Total Liabilities                                (10,997)     (25,160)          (10,953) 
                                             -------------  --------------  ------------- 
 Net Assets                                         15,553      19,880             15,911 
                                             -------------  --------------  ------------- 
 
 Equity 
 Share Capital                                       8,755       8,638              8,749 
 Share Premium                         4             8,589      34,180              8,589 
 Other Reserves                        4            20,178       3,862             20,154 
 Revenue Reserves                                 (21,969)     (32,719)          (21,581) 
                                             -------------  --------------  ------------- 
 Capital & Reserves attributable 
  to owners                                         15,553      13,961             15,911 
 Non-controlling interests                               -       5,919                  - 
                                             -------------  --------------  ------------- 
 Total Equity                                       15,553      19,880             15,911 
                                             -------------  --------------  ------------- 
 
 

Bigblu Broadband plc

Consolidated Cash Flow Statement

6 months ended 31 May 2022

 
                                                  Unaudited     Unaudited                 Audited 
                                                   6 months      6 months               12 months 
                                                      ended         ended                   ended 
                                                31 May 2022   31 May 2021                  30 Nov 
                                                                                             2021 
                                                     GBP000        GBP000                  GBP000 
 Loss after tax from Continuing operations            (513)         (295)                   (1,620) 
 (Loss)/Profit after tax from Discontinued 
  operations                                          (101)         (664)                    28,373 
                                              -------------  ------------  ------------------------ 
 (Loss)/Profit for the year including 
  Discontinued operations                             (614)         (959)                    26,753 
 Interest                                                52           326                       852 
 Gain on disposal of subsidiaries                         -             -                  (28,942) 
 Gain on disposal of fixed assets                         -             -                       (8) 
 Taxation                                               330           228                      (76) 
 Release of grant creditors                               -       (1,626)                     (285) 
 Amortisation of intangible assets                      188            20                        21 
 Depreciation of property, plant and 
  equipment - owned assets                              699         1,314                     1,834 
 Depreciation of property, plant and 
  equipment - ROU assets                                280           524                       836 
 Share based payments                                   154            75                       163 
 Foreign exchange variance and other 
  non-cash items                                        595         (146)                     (332) 
 Movement in working capital                        (2,879)           781                   (1,550) 
                                              -------------  ------------  ------------------------ 
 Operating cash flows after movements 
  in working capital                                (1,195)           537                     (734) 
 Interest paid                                         (52)         (160)                     (411) 
 Tax paid                                             (330)         (102)                     (495) 
                                              -------------  ------------  ------------------------ 
 Net cash generated/(used) in operating 
  activities                                        (1,577)           275                   (1,640) 
 
 Investing activities 
 Purchase of property, plant and equipment            (526)       (3,655)                   (6,009) 
 Purchase of intangibles and investments            (1,091)             -                      (53) 
 Cash transferred out of group in disposed 
  of subsidiaries                                         -             -                   (2,533) 
 Proceeds from sale of property, plant 
  and equipment                                           -             -                        92 
 Proceeds from sale of subsidiary                     2,843             -                    31,094 
                                              -------------  ------------  ------------------------ 
 Net cash generated / (used) in investing 
  activities                                          1,226       (3,655)                    22,591 
                                              -------------  ------------  ------------------------ 
 
 Financing activities 
 Proceeds from issue of ordinary share 
  capital                                                 6             -                       435 
 Return of capital to shareholders                        -             -                  (26,120) 
 Proceeds from bank revolving credit 
  facility                                                -         2,000                     2,000 
 Investment by non-controlling interest                   -         2,000                     2,000 
 Loans paid                                               -             -                   (8,400) 
 Principal elements of lease payments                 (314)         (566)                     (971) 
                                              -------------  ------------  ------------------------ 
 Cash generated/(used) from financing 
  activities                                          (308)         3,434                  (31,056) 
                                              -------------  ------------  ------------------------ 
 
 Net increase / (decrease) in cash and 
  cash equivalents                                    (659)            54                  (10,105) 
 Cash and cash equivalents at beginning 
  of period                                           5,201        15,306                    15,306 
 Cash in disposal group held for sale                     -       (3,276)                         - 
                                              -------------  ------------  ------------------------ 
 Cash and cash equivalents at end of 
  period                                              4,542        12,084                     5,201 
                                              -------------  ------------  ------------------------ 
 

Bigblu Broadband plc

Condensed consolidated Reserves Movement

6 months ended 31 May 2022

 
                              Share      Share       Other     Revenue    Non-controlling 
                              Capital    Premium    Reserves    Reserve      interests          Total 
                              GBP000     GBP000       GBP000     GBP000            GBP000      GBP000 
                                                    Note 4 
                            ---------  ---------  ----------  ---------  ----------------  ---------- 
 At 31 May 2021                 8,638     34,180       3,862   (32,719)             5,919      19,880 
                            ---------  ---------  ----------  ---------  ----------------  ---------- 
 
 Profit for the 
  period                            -          -           -     27,769              (57)      27,712 
 Adjustment to 
  NCI                               -          -           -        (3)                 3           - 
 Disposal of subsidiary             -          -           -                      (5,865)     (5,865) 
 Issue of shares                  111        324           -          -                 -         435 
 Share option 
  reserve                           -          -          88          -                 -          88 
 Foreign Exchange 
  Translation                       -          -         127      (346)                 -       (219) 
 Return of capital                  -   (25,915)      16,077   (16,282)                 -    (26,120) 
 
   At 30 November 
   2021                         8,749      8,589      20,154   (21,581)                 -      15,911 
 
   Loss for the 
   period                           -          -           -      (614)                 -       (614) 
 Issue of shares                    6          -           -          -                 -           6 
 Share option 
  reserve                           -          -         154          -                 -         154 
 Foreign Exchange 
  Translation                       -          -       (130)        226                 -          96 
                            ---------  ---------  ----------  ---------  ----------------  ---------- 
 
   At 31 May 2022               8,755      8,589      20,178   (21,969)                 -      15,553 
                            ---------  ---------  ----------  ---------  ----------------  ---------- 
 

Bigblu Broadband plc

Notes to the financial statements

For the period ended 31 May 2022

1. Presentation of financial information and accounting policies

Basis of preparation

The condensed consolidated financial statements are for the half year ending 31 May 2022.

The nature of the Company's operations and its principal activities is the provision of last mile (incorporating Satellite and Wireless) broadband telecommunications and associated / related services and products.

The Company prepares its consolidated financial statements in accordance with International Accounting Standards ("IAS") and International Financial Reporting Standards ("IFRS") as adopted by the EU. The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments.

Under IFRS 5, assets held for sale (including disposal groups) are classified as discontinued operations and should be presented separately in the income statement. Even though the sale of Quickline was a post-balance sheet event the Company opted to show this as discontinued operations as at 31 May 2021 as laid out by IFRS 5.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed further. The principal accounting policies set out below have been consistently applied to all the periods presented in these financial statements, except as stated below.

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive Report. The financial position of the Company, its cash flows and liquidity position are described in the Finance Review.

As at 31 May 2022 the Company generated an adjusted EBITDA before a number of non-cash and start-up costs expenses in the Consolidated statement of financial position, of GBP2.0m (1H21: GBP2.0m), and with cash inflow from operations of GBP3.1m (1H21: inflow of GBP0.3m) and a net increase in cash and cash equivalents of GBP0.4m in the year (1H21: increase GBP0.1m). The Company balance sheet showed net cash at 31 May 2022 of GBP4.5m (1H21: net cash GBP4.1m). Having reviewed the Company's budgets, projections and funding requirements, and taking account of reasonable possible changes in trading performance over the next twelve months, particularly in light of the continued COVID-19 risks and counter measures, the Directors believe they have reasonable grounds for stating that the Company has adequate resources to continue in operational existence for the foreseeable future.

The Board has concluded that no matters have come to its attention which suggest that the Company will not be able to maintain its current terms of trade with customers and suppliers or indeed that it could not adopt relevant measures as outlined in the Strategic report to reduce costs and free cash flow. The latest management information in terms of volumes, debt position and ARPU, are in fact showing a positive position compared to prior year and budget. The forecasts for the combined Company projections, taking account of reasonably possible changes in trading performance, indicate that the Company has sufficient cash available to continue in operational existence throughout the forecast year and beyond. The Board has considered various alternative operating strategies should these be necessary and are satisfied that revised operating strategies could be adopted if and when necessary.

Furthermore, the continuing arrangements with key banking partners gives the Board further comfort on the going concern concept.

Consequently, the Board believes that the Company is well placed to manage its business risks, and longer-term strategic objectives, successfully.

Estimates and judgments

The preparation of a condensed set of financial statements requires management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities at each period end. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

In preparing this set of consolidated financial statements, the significant judgments made by management in applying the Company's accounting policies and the key sources of estimating uncertainty were principally the same as those applied to the Company's financial statements for the year ended 30 November 2020.

Basis of consolidation

The condensed consolidated financial statements comprise the financial statements of Bigblu Broadband plc and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All inter-company balances and transactions have been eliminated in full.

2. Distribution and Administration Expenditure

Distribution and administration costs are analysed as follows:

 
                                            Unaudited      Unaudited        Audited 
                                                As at          As at          As at 
                                          31 May 2022    31 May 2021    30 Nov 2021 
                                               GBP000         GBP000         GBP000 
 
 Employee related costs                         2,608          2,281          5,103 
 Marketing and communication 
  costs                                           711            552          1,119 
 Finance, Legal, IT, banking, 
  insurance, logistics, domains 
  AIM and other costs                             893            914          1,369 
---------------------------------------  ------------  -------------  ------------- 
 Underlying costs                               4,212          3,747          7,591 
 % of Revenue                                   28.3%          28.6%          28.0% 
---------------------------------------  ------------  -------------  ------------- 
 
 Share based payments                             154             75            163 
 
 Professional and legal related 
  costs associated with corporate 
  activity and restructuring                      830          1,079          3,922 
 
 Identified Exceptional Costs                     984          1,154          4,085 
 % of Revenue                                    6.6%           8.8%          15.1% 
 
 Total                                          5,196          4,901         11,676 
----------------------------------  -----------------  -------------  ------------- 
 % of Revenue                                   34.9%          37.4%          43.1% 
 
 

3. Earnings per share

Basic (loss)/profit per share is calculated by dividing the loss or profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period.

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share or increase the loss per share. For a loss-making company with outstanding share options, net loss per share would be decreased by the exercise of options. Therefore, as per IAS33:36, the antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

Reconciliation of the (loss)/profit and weighted average number of shares used in the calculation are set out below:

 
                                        Unaudited    Unaudited      Audited 
                                         6 months     6 months    12 months 
                                        to 31-May    to 31-May    to 30-Nov 
                                             2022         2021         2021 
                                           GBP000       GBP000       GBP000 
 Loss for the period from 
  continuing operations                     (513)        (295)      (1,620) 
                                      -----------  -----------  ----------- 
 (Loss)/profit for the period 
  from continuing and discontinued 
  operations                                (614)        (959)       26,753 
 Adjustment for non-controlling 
  interest share of losses                      -          227          284 
                                      -----------  -----------  ----------- 
 (Loss) / Profit attributable 
  to shareholders                           (614)        (732)       27,037 
 Adjusted profit attributable 
  to shareholders from continuing 
  operations(4)                               471          859        2,465 
------------------------------------  -----------  -----------  ----------- 
                                                     EPS Pence 
 Basic EPS from continuing 
  operations(1)                            (0.9p)       (0.5p)       (2.8p) 
 Basic EPS from discontinued 
  operations(2)                            (0.2p)       (0.8p)        49.7p 
                                      -----------  -----------  ----------- 
 Total basic EPS attributable 
  to ordinary shareholders(3)              (1.1p)       (1.3p)        46.9p 
                                      -----------  -----------  ----------- 
 Adjusted basic EPS(4)                       0.8p         1.5p         4.3p 
                                      -----------  -----------  ----------- 
 
   Diluted EPS from continuing 
   operations(1)                           (0.9p)       (0.5p)       (2.7p) 
 Diluted EPS from discontinued 
  operations(2)                            (0.2p)       (0.8p)        48.3p 
                                      -----------  -----------  ----------- 
 Total diluted EPS attributable 
  to ordinary shareholders(3)              (1.1p)       (1.3p)        45.6p 
                                      -----------  -----------  ----------- 
 Adjusted diluted EPS(4)                     0.8p         1.5p         4.2p 
                                      -----------  -----------  ----------- 
 Weighted average shares               58,352,525   57,589,857   57,697,017 
 Weighted average diluted 
  shares                               59,880,537   58,027,855   59,251,343 
------------------------------------  -----------  -----------  ----------- 
 

(1) Basic and diluted EPS from continuing operations is the loss for the period divided by the weighted average shares and weighted average diluted shares respectively. None of these losses are attributable to non-controlling interests

(2) Basic and diluted EPS from discontinued operations is the (loss)/profit for the period less the amounts attributable to non-controlling interests divided by the weighted average shares and weighted average diluted shares respectively. The loss incurred in 1H22 of GBP101k was in relation to the costs incurred with the Eutelsat claim, which is classified as exceptional in nature and specific to the discontinued business.

(3) Total basic and diluted EPS attributable to ordinary shareholders is the sum of (losses)/profits from continuing and discontinued operations less the amounts attributable to non-controlling interests, divided by the weighted average shares and weighted average diluted shares respectively.

(4) Adjusted basic and diluted EPS is the loss for the period from continuing operations before exceptional expenses, exceptional interest and share based payments, divided by the weighted average shares and weighted average diluted shares respectively. None of these losses are attributable to non-controlling interests. This is a non-GAAP measure.

4. Other capital reserves

 
                                                                       Foreign 
                       Listing    Merger       Reverse     Other      exchange     Share     Capital      Total 
                          Cost    Relief   acquisition    equity   translation    option  redemption    capital 
                       Reserve   reserve       Reserve   reserve       reserve   reserve     reserve   reserves 
                        GBP000    GBP000        GBP000    GBP000        GBP000    GBP000      GBP000     GBP000 
 
   At 31 May 2021        (219)     5,972       (3,317)     1,294       (2,557)     2,689           -      3,862 
 
   Foreign Exchange 
   Translation               -         -             -         -           127         -           -        127 
 Return of capital           -   (5,972)             -   (1,294)             -   (2,777)      26,120     16,077 
 Equity settled 
  Share based 
  payments                   -         -             -         -             -        88           -         88 
                      --------  --------  ------------  --------  ------------  --------  ----------  --------- 
 At 30 November 
  2021                   (219)         -       (3,317)         -       (2,430)         -      26,120     20,154 
 
   Foreign Exchange 
   Translation               -         -             -         -         (130)         -           -      (130) 
 Share based 
  payments                   -         -             -         -             -       154           -        154 
 At 31 May 2022          (219)         -       (3,317)         -       (2,560)       154      26,120     20,178 
                      --------  --------  ------------  --------  ------------  --------  ----------  --------- 
 
   --      Listing cost reserve 
   --      The listing cost reserve arose from expenses incurred on AIM listing. 
   --      Other equity reserve 

-- Other Equity related to the element of the BGF Convertible Loan which was settled in December 2019 due to the debt restructure

   --      Reverse acquisition reserve 

-- The reverse acquisition reserve relates to the reverse acquisition of Bigblu Operations Limited (Formerly Satellite Solutions Worldwide Limited) by Bigblu plc (Formerly Satellite Solutions Worldwide Group plc) on 12 May 2015.

   --      Foreign exchange translation reserve 

-- The foreign exchange translation reserve is used to record exchange difference arising from the translation of the financial statements of foreign operations.

   --      Share option reserve 

-- The share option reserve is used for the issue of share options during the year plus charges relating to previously issued options.

   --      Merger relief reserve(1) 

-- The merger relief reserve relates to the share premium attributable to shares issued in relation to the acquisitions. The prior year adjustment relates to the treatment of share capital issued in connection with previous acquisitions made during the year ended 30 November 2018. From a review of the Company's distributable reserves, it was identified that the Merger Relief did not apply to the allotment of shares where consideration was settled in cash. As a result, the premium arising on these allotments of GBP10.3m (stated net of the relevant apportionment of attributable issue costs) should have been credited to the Share Premium account at the time.

   --    Capital Redemption reserve 

-- The capital redemption reserve relates to the cash redemption of the bonus B shares issued in order to return c.GBP26m to ordinary shareholders.

5. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed within the financial statements or related notes.

6. Availability of the Half Year Report

A copy of these results will be made available for inspection at the Company's registered office during normal business hours on any weekday. The Company's registered office is at 60 Gracechurch Street, London, EC3V 0HR. The Company is registered in England No. 9223439.

A copy can also be downloaded from the Company's website at https://www.bbb-plc.com

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END

IR DQLFLLVLLBBE

(END) Dow Jones Newswires

August 30, 2022 02:00 ET (06:00 GMT)

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