TIDMLOOP

RNS Number : 2401B

LoopUp Group PLC

30 September 2022

30 September 2022

LOOPUP GROUP PLC

("LoopUp" or the "Group")

Interim results for the period ended 30 June 2022

LoopUp Group plc (AIM: LOOP), the cloud platform for premium hybrid communications, announces its unaudited interim results for the six months ended 30 June 2022 ("H1-22").

Financial Highlights:

 
    --   Revenue of GBP6.6 million (H1-21: GBP11.5 million) at 
          a gross margin of 67% (H1-21: 67%) 
    --   Adjusted EBITDA (1) loss of GBP1.5 million (H1-21: GBP1.2 
          million profit) and adjusted operating loss (2) of GBP5.1 
          million (H1-21: GBP2.4 million) 
    --   Gross cash of GBP0.7 million and net debt of GBP8.0 million 
          at 30 June 2022 (30 June 2021: GBP5.0 million and GBP6.9 
          million respectively) 
 

Operating Highlights:

 
    --        Continued execution on strategic transition from traditional 
               base of remote meetings services into a broader cloud 
               platform for hybrid communications 
    --        Cloud Telephony: material acceleration in commercial traction: 
          -     133% acceleration in customer wins: 35 in the twelve 
                 months to Jun-22 versus 15 in the twelve months to Jun-21 
          -     224% acceleration in contract wins: 81 in the twelve 
                 months to Jun-22 versus 25 in the twelve months to Jun-21 
          -     Sales pipeline of new opportunities exceeded c.GBP100 
                 million ARR at the end of the period 
    --        Hybridium: closed a landmark contract with Telefónica 
               for deployment at 'Universitas', its global innovation 
               and talent hub in Madrid 
 
 

Post Period Highlights

 
    --   Cloud Telephony: 10 additional Cloud Telephony customer 
          wins and 24 additional contract wins, leading to a total 
          of 60 customer wins and 130 contracts signed since service 
          launch in Q3 2020 
    --   Meetings: closed major contract with PGi expected to generate 
          c.GBP10 million of revenue and c.GBP5 million of net cash 
          contribution in the twelve months from October 2022 to 
          September 2023 
    --   Successful Capital Raising for approximately GBP3.5 million 
          in September 2022, subject to General Meeting scheduled 
          for 17 October 2022 
    --   Successful renegotiation of senior debt arrangements with 
          Bank of Ireland 
 

Steve Flavell and Michael Hughes, co-CEO's of LoopUp, commented:

"We continued to make progress during the half, as we strategically transition our business and technology into a broader cloud platform for hybrid communications.

Our primary growth line of business, Cloud Telephony, has seen contract wins accelerate by 264% in the second year post service launch, and the recent PGi Connect deal will materially boost our legacy Meeting business, which we expect to return to growth in HY 2022 as a result.

Looking ahead, we are excited by the growth potential of Cloud Telephony, and welcome the material cash boost from the PGi Connect deal and the proposed Capital Raising, which will enable us to take Cloud Telephony into its next phase of commercial acceleration."

 
 1   Adjusted EBITDA is operating profit/(loss) stated before 
      depreciation, amortisation of development costs and acquired 
      intangibles, exceptional reorganisation costs, exceptional 
      impairment charge and share-based payment charges. 
 2   Adjusted operating profit/(loss) is operating profit/(loss) 
      stated before amortisation of acquired intangibles, exceptional 
      reorganisation costs, exceptional impairment charge and 
      share-based payment charges. 
 
 
LoopUp Group plc                                    via FTI 
Steve Flavell, co-CEO 
 
                                                      +44 (0) 20 7886 
  Panmure Gordon (UK) Limited                         2500 
Dominic Morley / Alina Vaskina (Corporate 
 Finance) 
Erik Anderson (Corporate Broking) 
 
                                                      +44 (0) 20 7397 
  Cenkos Securities Limited                           8900 
Giles Balleny / Dan Hodkinson (Corporate Finance) 
Alex Pollen (Sales) 
 
                                                    +44 (0) 20 3727 
FTI Consulting, LLP                                  1000 
Matt Dixon / Jamille Smith / Tom Blundell 
 

About LoopUp Group plc

LoopUp (LSE AIM: LOOP) is a cloud platform for premium hybrid communications. The Group's flagship Cloud Telephony solution for Microsoft Teams enables multinational enterprises to consolidate their global telecommunications into a single, consistently managed cloud implementation rather than disparate implementations from multiple carriers. The Group's hybrid auditorium and events solution, Hybridium (www.hybridium.com), brings unrivaled engagement and analytics to larger scale hybrid education, training and events such as management onsites, departmental kick-offs, capital markets days and thought leadership seminars.

The Group is listed on the AIM market of the London Stock Exchange (LOOP) and is headquartered in London, with offices in the US, Spain, Germany, Hong Kong, Barbados and Australia.

Chief Executive Officers' Business Review

The Group has made strong continued progress during H1-22 with the continued transition of our business, and expansion of our technology, into a broader cloud platform for hybrid communications.

In our legacy Meetings business, the recently announced deal with PGi Connect gives this business unit a material boost that is expected to return the business back to growth in H2-22 and FY2023. While this business remains in underlying decline as enterprises progressively embrace more holistic Unified Communications (UC) platforms such as Microsoft Teams, this material book of business from PGi Connect is expected to contribute approximately GBP10 million in revenue and GBP5 million in net cash to the Group over the 12-month period from October 2022 to September 2023.

Meanwhile, the Group's primary growth line of business and source of long-term shareholder value - Cloud Telephony - has demonstrated material commercial acceleration in its second-year post service launch. This is the result of the Group's compelling commercial value proposition targeted at the multinational mid-market and enterprise market, facilitating single vendor telephony service provision globally, rather than supply from a patchwork of multiple domestic/regional telecommunications carriers. Contract wins accelerated by 264% in the second-year post service launch, and specifically by 224% in the twelve months to June 2022 versus the equivalent prior year period.

We are excited by the growth potential of Cloud Telephony, and welcome the material expected cash boost from the PGi Connect deal, together with the proposed Capital Raising as announced on 28 September (subject to shareholder approval), to take this primary growth line of business for the Group through its next phase of commercial acceleration.

Group business overview

The Group has three lines of business:

   --   Meetings - legacy cash generative business 
 
          -   Integrated audio, web and video remote meetings software 
               and service, focused on premium audio quality and 
               ease-of-use 
          -   In underlying decline but materially boosted by the 
               major agreement with PGi Connect, as announced on 
               1 September 2022 
 
   --   Cloud Telephony - primary growth line of business 
 
          -   Next generation telephony - 'PSTN replacement' - enabling 
               phone calls to and from work phone numbers independently 
               of the user's physical location and not tied to a 
               physical handset, and integrated with Unified Communications 
               platforms such as Microsoft Teams 
          -   Targeting the multinational mid-market and enterprise 
               market segment of this large, growing market, forecast 
               to be a $29 billion market by 2025 (source: Gartner, 
               2022) 
          -   Strong acceleration of commercial traction, with 130 
               contracts closed two years on from service launch 
               and demonstrating material acceleration in customer 
               and contract win-rate 
 
   --   Hybridium - secondary growth line of business 
 
          -   Hybrid auditorium technology, enabling large scale 
               hybrid events (20-150 people in room and 20-150 people 
               remote), such as company town halls, management onsites 
               / offsites, team kick-offs, Capital Markets days, 
               product launches, and corporate training 
 

Meetings and PGi Connect deal

The Group's Remote Meetings business has been declining in the post pandemic environment as enterprises progressively embrace more holistic Unified Communications (UC) platforms, such as Microsoft Teams, which incorporate meetings functionality.

However, on 1 September 2022, the Group announced that it had entered into a major revenue sharing and customer transfer agreement with PGi Connect, giving LoopUp the rights to transfer materially all of PGi Connect's conferencing services customers over to LoopUp. While no initial or fixed consideration is payable, the Group will pay PGi Connect a share of revenue invoiced and received from successfully transferred customers for a period of three years.

On 2 September 2022, PGi Connect sent out the first (and largest) batch of contract assignment notices to c.8,100 of its direct enterprise customers, concerning the transition of services to LoopUp from 1 October 2022. As at July 2022, these 8,100 customers had an annualised revenue run-rate of c.GBP34 million to PGi Connect.

The Group has prior experience of large-scale customer transitions onto its platform following the acquisition of MeetingZone in 2018. The Group is not taking on any of PGi's infrastructure, equipment, datacentres or vendor contracts, making the transition clean and cost efficient. Nevertheless, from customers' perspective, the transition will be seamless with dial-in numbers, meetings access codes and active calling rates remain unchanged in nearly all cases, and with standard PGi terms and conditions remaining in place meaning no re-contracting.

While this is clearly a highly material level of assigned business, and while more is expected to be taken on in due course relating to PGi Connect's indirect business, the Group is making prudent assumptions regarding transition loss for non-term-committed customers as well as general ongoing business attrition, and so expects the agreement to generate revenue of approximately GBP10 million and net cash contribution to the Group of approximately GBP5 million over the twelve-month period from October 2022 to September 2023.

Cloud Telephony

In Q3 2020, the Group launched its Cloud Telephony solution, which has since developed into its primary growth line of business for long-term future value creation in the Group. The Cloud Telephony market is forecast to grow to $29 billion by 2025, and the Group's aspiration is to become one of a small number of winners in the multinational mid-market and enterprise segment, providing customers with single-vendor service provision globally rather than the status quo of multiple telecommunications carriers in specific countries and regions.

Since launch, the Group has secured 60 customer wins, comprising 130 individual contracts, and has done so at an accelerating win rate:

 
    --   133% increase in customer wins, with 42 won during the 
          second year post service launch ending August 2022 (18 
          during the first year post service launch ending August 
          2021); and 
    --   264% increase in individual contract wins, with 102 won 
          during the second year post service launch ending August 
          2022 (28 during the first year post service launch ending 
          August 2021). The greater acceleration in contract wins 
          versus customer wins reflects the 'layering effect' from 
          progressive geographic customer rollouts - i.e. approximately 
          one third of the contract wins in the second year post 
          launch were from customers won in the first year post 
          launch. 
 

In aggregate, these 60 customer wins represent:

 
    --   Minimum Annual Recurring Revenue (ARR) of GBP1.2 million 
          and minimum Total Contract Value (TCV) of GBP4.4 million, 
          based on minimum contracted levels; 
    --   Expected ARR of c.GBP2.4 million and expected TCV of c.GBP7.9 
          million, where LoopUp has relatively strong visibility 
          of customer intent for the next stage of rollouts based 
          on conversations, planning and pricing; and 
    --   Potential ARR of c.GBP5.3 million and potential TCV of 
          c.GBP16.5 million, based on identified potential rollout 
          levels but where LoopUp currently has less clear visibility 
          of customer intent. 
 

Operationally, all customer deployments to date have been successful, and all rollouts are progressing positively. One customer win case study is a leading global communications consulting firm with c.7,000 employees across 30 countries. The Group has successfully rolled out now to 18 of these countries with minimum committed ARR of c.GBP260K, bringing the customer's number of telephony vendors down from 20 to 1 in those countries. The remaining 12 countries are scheduled to be rolled out by March 2023. Other customer wins include a US-headquartered Fortune 100 technology company, a Germany-headquartered global industrial group, an Asia-Pacific-headquartered global food group, and a French-headquartered global logistics company.

In addition to these 60 customer wins, the Group's sales pipeline of potential new Cloud Telephony opportunities continues to grow and now stands at more than GBP100 million of additional potential ARR, of which approximately 15% is at written proposal stage or later. The pipeline includes:

   --   Proofs of Concept (PoC) 
 
          -   Sometimes PoCs are needed in order to win a customer, 
               whereby the potential customer can pilot the technology 
               and confirm that it works in their IT environment 
          -   LoopUp's track record of completed PoCs is a 94% conversion 
               rate into successful customer wins 
          -   In its current pipeline, the Group has 11 live PoC 
               projects and 16 further requests for proposal, so 
               27 PoC opportunities in total, including with a top-5 
               global law firm, a Big-4 accounting firm, a major 
               global sportswear company, and a leading holidays 
               group 
 
   --   Strong opportunities 
 
          -   Separately to the above PoC opportunities, the Group 
               has 41 contract opportunities in its pipeline that 
               it expects to close by the end of 2022, which are 
               expected to represent minimum contracted ARR of c.GBP630K 
          -   17 of these 41 new contract opportunities are with 
               the Group's 60 existing customers (i.e. continued 
               geographic rollouts), and 24 are with new customers 
               that the Group expects to win in this period 
 

The Group is achieving this strong and accelerating commercial traction in Cloud Telephony due to its differentiated offer for multinational mid-market and enterprise customers versus competition from telecommunications carriers and UC platform calling plans. Specifically, this includes the Group's:

 
    --   Highest quality routing voice network, built over 16 years 
          for international legal conference calls; 
    --   Underlying relationships with 19 Tier-1 carrier partners, 
          facilitating full domestic PSTN replacement including 
          number porting, domestic CLI pass-through and emergency 
          services calling; 
    --   Licensed / regulatory-compliant geographic coverage, expected 
          to span c.80 countries by early 2023 (including China 
          and India); 
    --   Customer connectivity options - UC-integrated / SIP / 
          hybrid - for future-proofed customer decision-making at 
          varied stages of the Cloud Telephony technology journey; 
    --   Global Management Portal software layer, for consistent 
          service visibility and administration, globally; 
    --   Span of expertise encompassing Unified Communications 
          (including Microsoft's 'Advanced Specialization' - the 
          competency level above gold partnership status - in Teams 
          telephony), VoIP/SIP, telecommunications and software; 
          and 
    --   PerfectBundle pricing for spend commitment pooling across 
          a multinational customer's global billing entities. 
 

Hybridium

Following the acquisition of SyncRTC Inc. in October 2021 ( www.hybridium.com ), rebranded Hybridium combines video wall, hologram and virtual live stage technology, bringing unrivalled engagement and analytics to larger scale hybrid education, corporate training and events such as management onsites, departmental kick-offs, capital markets days and thought leadership seminars. Events with Hybridium benefit from ultra-low latency at ultra-high resolution, with full video wall layout flexibility facilitating any content on any screen.

In April 2022, Hybridium signed a deal with Telefónica for the deploying of its solution at 'Universitas', Telefónica's global innovation and talent hub located at its Madrid headquarters in Distrito Telefónica. While the Group wishes to sell Hybridium to more large enterprises, such as Telefónica, and while building pipeline for such opportunities is very achievable in the post pandemic hybrid working environment, the purchase ticket price is material (with the associated hardware), and many enterprises are still in the phase of assessing and formulating their future working policies rather than making major investments.

As such, the Group's primary planned route to market for this technology in the near term will be via renting a LoopUp-owned and managed facility, which will be at a much lower ticket price of approximately GBP15,000 per half day rental. The Group has identified a primary location in the City of London and is at heads of terms for a lease. The Group believes this route to market has the potential for fast investment payback and the potential to replicate in other major urban centres, as well as being an effective shop window and experiential facility for further enterprise sales such as Telefónica.

For context, planned forward-looking investment in Hybridium is materially less than that in Cloud Telephony at approximately one tenth of the investment.

Capital Raising

As announced on 28 and 29 September 2022, subject to shareholder approval at General Meeting to be held on October 17 2022, the Group has successfully closed a Capital Raising for approximately GBP3.5 million, by way of an institutional placing and direct subscriptions with the Company, at an issue price of GBP0.05.

Additionally, Turner Pope Investments Limited ("TPI") is currently conducting a broker offer (the "Broker Offer") allowing additional subscriptions from investors who did not participate in the Capital Raising for new Ordinary Shares through TPI at the same GBP0.05 Issue Price with a value expected to be around GBP1.0 million (and which may be increased by agreement between the Company and TPI in the case of sufficient demand), with priority being given to existing shareholders.

The Capital Raising, the proceeds of the Broker Offer and the expected cash generation from the PGi Connect agreement, will:

   --   support the next phase of investment in Cloud Telephony (primary) and Hybridium (secondary); 
   --   support the transfer of Meetings customers from PGi Connect; 
   --   provide near term working capital for the Group; and 
   --   strengthen the Group's balance sheet going forward. 

Restructuring of existing debt arrangements

In 2018, the Group entered into a term loan with Bank of Ireland for GBP17.0 million, which has since reduced to a current balance of GBP6.9 million, and a revolving credit facility. On the basis of the Group's deal with PGi Connect and this proposed Capital Raising , the Group and Bank of Ireland have agreed the following changes to the term loan arrangements:

 
    --   A new set of covenants will apply, reflecting the improved 
          outlook of the Group based on a minimum liquidity level, 
          EBITDA performance and Cloud Telephony revenue; 
    --   50% of the Capital Raising above the minimum GBP2.7 million 
          net proceeds level (i.e. GBP3 million gross proceeds less 
          fees of approximately GBP0.3 million) will be applied 
          to previously-agreed principal repayment holidays through 
          to June 2023, as announced in the Group's preliminary 
          results on 7 June 2022; 
    --   The interest rate of 4.5 percent above the Sterling Overnight 
          Index Average (SONIA) will continue to apply; 
    --   Breaches by the Company over the past two months of previous 
          (now renegotiated) financial covenants or information 
          provision requirements are waived; and 
    --   The additional revolving credit facility for GBP1.5 million, 
          which the Group has drawn on over recent months, will 
          be repaid in full and cancelled. 
 

Outlook

The PGi Connect deal, together with the proposed Capital Raising, gives the Group the cash boost it needs to take its primary Cloud Telephony business through the next phase of growth. The Group's solution is materially differentiated for the multinational segment in the large, growing Cloud Telephony market, and the Group is now building upon clearly accelerating commercial traction and success.

   Steve Flavell                Michael Hughes 
   co-CEO                        co-CEO 

Unaudited consolidated statement of comprehensive income for the six months to 30 June 2022

 
                                           Six months   Six months 
                                                   to           to        Year to 
                                              30 June      30 June    31 December 
 GBP'000                                         2022         2021           2021 
---------------------------------------   -----------  -----------  ------------- 
 Revenue                                        6,632       11,500         19,526 
 Cost of sales                                (2,211)      (3,793)        (6,058) 
----------------------------------------  -----------  -----------  ------------- 
 Gross profit                                   4,421        7,707         13,468 
 
 Adjusted operating expenses 
  (1)                                         (5,967)      (6,515)       (12,272) 
----------------------------------------  -----------  -----------  ------------- 
 Adjusted EBITDA (2)                          (1,546)        1,192          1,196 
 
 Depreciation                                   (806)        (845)        (1,760) 
 Amortisation of development 
  costs                                       (2,722)      (2,769)        (5,582) 
 Adjusted operating profit 
  / (loss)(3)                                 (5,074)      (2,422)        (6,146) 
 
 Exceptional reorganisation 
  costs                                         (259)        (407)          (392) 
 Exceptional impairment charge                      -            -       (19,597) 
 Amortisation of acquired intangibles           (925)      (1,105)        (2,211) 
 Share-based payment charges                    (602)        (300)        (2,208) 
----------------------------------------  -----------  -----------  ------------- 
 Total administrative expenses               (11,281)     (11,941)       (44,022) 
----------------------------------------  -----------  -----------  ------------- 
 Operating profit / (loss)                    (6,860)      (4,234)       (30,554) 
 
 Finance costs                                  (212)        (204)          (465) 
 Profit / (loss) before income 
  tax                                         (7,072)      (4,438)       (31,019) 
 
 Income tax                                     (121)         (83)          6,052 
 Profit / (loss) for the period               (7,193)      (4,521)       (24,967) 
 
 Other comprehensive income 
  and loss 
 Currency translation gain 
  / (loss)                                         27        (190)          (340) 
 
 Total comprehensive income 
  / (loss) for the period attributable 
  to the equity holders of the 
  parent                                      (7,166)      (4,711)       (25,307) 
========================================  ===========  ===========  ============= 
 
 Earnings / (loss) per share 
  (pence) - Note 4 
 
 
   *    Basic and diluted adjusted (4)          (5.4)        (4.9)          (7.7) 
 
   *    Basic and diluted                       (7.1)        (8.2)         (39.0) 
========================================  ===========  ===========  ============= 
 
 
      (1.)   Total administrative expenses excluding depreciation, 
              amortisation of development costs and acquired intangibles, 
              exceptional reorganisation costs, exceptional impairment 
              charge and share-based payment charges. 
      (2.)   Adjusted EBITDA is operating profit/(loss) stated before 
              depreciation, amortisation of development costs and acquired 
              intangibles, exceptional reorganisation costs, exceptional 
              impairment charge and share-based payment charges. 
      (3.)   Adjusted operating profit/(loss) is operating profit/(loss) 
              stated before amortisation of acquired intangibles, exceptional 
              reorganisation costs, exceptional impairment charge and 
              share-based payment charges. 
      (4.)   Basic adjusted and diluted adjusted earnings per share 
              are calculated using profit/(loss) attributable to equity 
              holders adjusted for exceptional reorganisation costs, 
              exceptional impairment charges, amortisation of acquired 
              intangibles and share based payment charges. 
 

Unaudited consolidated statement of financial position at 30 June 2022

 
                                                         30 June 
                                                            2021 
                                           30 June                 31 December 
 GBP'000                                      2022    (Restated)          2021 
----------------------------------  ---  ---------  ------------  ------------ 
 Assets 
 Non-current assets 
 Property, plant and equipment               1,985         2,504         2,368 
 Right of use assets                         1,717         2,452         2,130 
 Intangible assets: 
 
   *    Development costs                   12,384        11,577        12,726 
 
   *    Other intangible assets              5,397        26,341         5,638 
 
   *    Goodwill                            35,425        31,511        35,425 
 Total non-current assets                   56,908        74,385        58,287 
---------------------------------------  ---------  ------------  ------------ 
 Current assets 
 Trade and other receivables                 3,632         4,331         3,608 
 Cash and cash equivalents                     662         5,019         5,465 
 Current tax                                 2,063         1,567         1,862 
---------------------------------------  ---------  ------------  ------------ 
 Total current assets                        6,357        10,917        10,935 
---------------------------------------  ---------  ------------  ------------ 
 Total assets                               63,265        85,302        69,222 
---------------------------------------  ---------  ------------  ------------ 
 
 Liabilities 
 Trade and other payables                  (3,796)       (2,585)       (3,384) 
 Accruals and deferred income              (1,659)       (1,818)       (2,036) 
 Lease liabilities                           (762)         (724)         (956) 
 Borrowings                                (1,700)       (1,700)       (1,700) 
 Total current liabilities                 (7,917)       (6,827)       (8,076) 
---------------------------------------  ---------  ------------  ------------ 
 Net current assets/(liabilities)          (1,560)         4,090         2,859 
 Non-current liabilities 
 Borrowings                                (6,948)      (10,200)       (6,181) 
 Lease liabilities                         (1,468)       (2,102)       (1,463) 
 Deferred tax liability                    (1,721)       (6,099)       (1,721) 
 Provisions                                  (172)             -         (172) 
 Total non-current liabilities            (10,309)      (18,401)       (9,537) 
 Total liabilities                        (18,226)      (25,228)      (17,613) 
---------------------------------------  ---------  ------------  ------------ 
 Net assets                                 45,039        60,074        51,609 
=======================================  =========  ============  ============ 
 
 Equity 
 Share capital                                 518           277           485 
 Share premium                              71,129        60,677        70,860 
 Other reserve                              12,691        12,691        12,691 
 Foreign currency translation 
  reserve                                  (2,722)       (2,662)       (2,749) 
 Share based payment reserve                 3,689         1,654         3,395 
 Retained loss                            (40,266)      (12,563)      (33,073) 
 Shareholders' funds attributable 
  to equity owners of parent                45,039        60,074        51,609 
=======================================  =========  ============  ============ 
 

Unaudited consolidated statement of changes in equity at 30 June 2022

 
                                                                                                  Shareholders' 
                                                                                                        funds / 
                                                                                                      (deficit) 
                                                                 Foreign      Share                attributable 
                                                                currency      based                   to equity 
                              Share      Share      Other    translation    payment    Retained       owners of 
 GBP'000                    capital    premium    reserve        reserve    reserve        loss          parent 
------------------------  ---------  ---------  ---------  -------------  ---------  ----------  -------------- 
 
 Balance at 1 January 
  2021 (restated - 
  note 6)                       277     60,677     12,691        (2,409)      1,354     (8,106)          64,484 
 
 Total comprehensive 
  (loss)                          -          -          -          (190)          -     (4,521)         (4,711) 
 Equity share-based 
  payment compensation            -          -          -              -        300           -             300 
 
 Balance at 30 June 
  2021                          277     60,677     12,691        (2,599)      1,654    (12,627)          60,073 
 
 Total comprehensive 
  (loss)                          -          -          -          (150)          -    (20,446)        (20,596) 
 Equity share-based 
  payment compensation            4        163          -              -      1,741           -           1,908 
 Proceeds from share 
  issues                        204     10,020          -              -          -           -          10,224 
 
 Balance at 31 December 
  2021                          485     70,860     12,691        (2,749)      3,395    (33,073)          51,609 
 
 Profit and total 
  comprehensive income 
  / (loss)                        -          -          -             27          -     (7,193)         (7,166) 
 Equity share-based 
  payment compensation           33        269          -              -        294           -             596 
 
 Balance at 30 June 
  2022                          518     71,129     12,691        (2,722)      3,689    (40,266)          45,039 
------------------------  ---------  ---------  ---------  -------------  ---------  ----------  -------------- 
 

Unaudited consolidated statement of cash flows for the six months to 30 June 2022

 
                                      Six months   Six months 
                                              to           to        Year to 
                                         30 June      30 June    31 December 
 GBP'000                                    2022         2021           2021 
-----------------------------------  -----------  -----------  ------------- 
 Operating activities 
   Profit / (loss) before tax            (7,072)      (4,438)       (31,019) 
 Non-cash adjustments: 
   Depreciation and amortisation           4,413        4,625          9,548 
   Share based payment charge                602          300          2,208 
   Impairment charges                          -            -         19,597 
   Interest payable                          212          204            465 
 Working capital adjustments: 
   (Increase) / decrease in trade 
    and other receivables                   (24)        2,544          3,377 
   Increase / (decrease) in trade 
    and other payables                        34      (5,464)        (4,864) 
   Net income tax received / 
    (paid)                                 (302)         (45)          1,194 
-----------------------------------  -----------  -----------  ------------- 
 Cash generated from/(used 
  in) operations                         (2,137)      (2,274)            506 
-----------------------------------  -----------  -----------  ------------- 
 
 Cash flows from investing 
  activities 
 Purchase of property, plant 
  and equipment                             (38)        (218)          (586) 
 Development expenditure                 (3,000)      (2,957)        (6,919) 
 Payment for acquisition of 
  subsidiary                                   -            -        (3,574) 
 Net cash used in investing 
  activities                             (3,038)      (3,175)       (11,079) 
-----------------------------------  -----------  -----------  ------------- 
 
 Cash flows from financing 
  activities 
 Proceeds from share issues                    -            -         10,391 
 Repayment of loans                            -        (850)        (5,839) 
 Payments for leased assets                (379)        (374)          (840) 
 Loans acquired on acquisition                 -            -            971 
 Credit facility                             930            -              - 
 Interest and finance fees paid            (152)        (204)          (365) 
 Net cash generated from/(used 
  in) financing activities                   399      (1,428)          4,318 
-----------------------------------  -----------  -----------  ------------- 
 
 Net increase / (decrease) 
  in cash and cash equivalents           (4,776)      (6,877)        (6,255) 
 
 Cash and cash equivalents brought 
  forward                                  5,465       12,086         12,086 
 
 Effect of foreign exchange 
  rate changes                              (27)        (190)          (366) 
 
 Cash and cash equivalents 
  carried forward                            662        5,019          5,465 
===================================  ===========  ===========  ============= 
 

Notes to the financial information for the six months ended 30 June 2022

1. General information

LoopUp Group plc (AIM: "LOOP", "LoopUp Group", or the "Group") is a global provider of hybrid communication software and services. It is a public limited company incorporated and domiciled in England and Wales, with company number 09980752. Its registered office is The Tea Building, 56 Shoreditch High Street, London, E1 6JJ.

2. Basis of preparation and significant accounting policies

These consolidated interim financial statements have been prepared in accordance with UK adopted International Accounting Standards ("IFRS") and IFRS Interpretations Committee (formerly IFRIC) interpretations in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. This results announcement does not constitute statutory accounts of the Group within the meaning of sections 434(3) and 435(3) of the Companies Act 2006. The balance sheet at 31 December 2021 has been derived from the full Group accounts published in the Annual Report and Accounts 2021, which has been delivered to the Registrar of Companies and on which the report of the independent auditors was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.

The results have been prepared in accordance with the accounting policies set out in the Group's 31 December 2021 statutory accounts, which are based on the recognition and measurement principles of IFRS.

These unaudited interim results have been prepared on the going concern basis. At the balance sheet date, the Group had cash of GBP0.7m and net assets of GBP45m. As announced on 1 September 2022, the Group has entered into an agreement whereby it has the right to transfer materially all of the business of PGi Connect, which the Directors expect to contribute around GBP5m of net cash to the Group in the twelve months following transition. As announced on 29 September 2022, the Group has raised additional capital of approximately GBP3.5m. Given these factors and based on detailed forecasts prepared by management, the Directors have a reasonable expectation that the Group has adequate resources to continue operations for the next twelve months, and as such these results have been prepared on a going concern basis.

The results for the six months ended 30 June 2022 were approved by the Board on 30 September 2022. A copy of these interim results will be available on the Group's web site www.loopup.com from 30 September 2022.

The principal risks and uncertainties faced by the Group have not changed from those set out in the Annual Report and Accounts 2021.

No impact is anticipated from new standards coming into effect from 1 January 2022.

3. Revenue and segmental reporting

IFRS 8 Operating Segments requires operating segments to be identified on the same basis as is used internally for the review of performance and allocation of resources by the CODM. The Directors have identified the segments by reference to the principal groups of services offered and the geographical organisation of the business as reported to the CODM.

In July 2020, the Group announced a major extension to the LoopUp proposition to include global cloud voice services via Direct Routing integration with Microsoft Teams (known as Cloud Telephony). This capability, alongside the Group's longstanding Remote Meetings and Managed Events capabilities, combine into a category termed LoopUp Platform Capabilities (LPC). Revenue from resale of Cisco WebEx services is categorised as 'third party resale services'. In addition to the above segments adopted in the 2020 annual report and accounts, this year a new segment exists as a result of the acquisition of SyncRTC in October 2021, that of Hybridium.

Segmental revenues are external and there are no material transactions between segments. The Group's largest customer represented less than 5% of total revenue in both years.

No segmental balance sheet was presented to the CODM. It is not possible to allocate overheads, and therefore profits, by segment due to the pooled nature of the overhead base and the capital structure. Overheads are not presented to the CODM on a segmental basis.

The Group's revenue disaggregated by primary geographical markets is as follows:

 
                     6 months      6 months         12 months 
                   to 30 June    to 30 June    to 31 December 
 GBP'000                 2022          2021              2021 
---------------  ------------  ------------  ---------------- 
 
 UK                     2,674         5,417             8.664 
 EU                     1,058         1,904             3,455 
 North America          2,813         4,015             7,108 
 Rest of world             87           164               299 
---------------  ------------  ------------  ---------------- 
                        6,632        11,500            19,526 
---------------  ------------  ------------  ---------------- 
 

The Group's revenue disaggregated by pattern of revenue recognition is as follows:

 
                                       6 months      6 months         12 months 
                                     to 30 June    to 30 June    to 31 December 
 GBP'000                                   2022          2021              2021 
---------------------------------  ------------  ------------  ---------------- 
 
 Services transferred at a point 
  in time                                 4,237        11,397            12,750 
 Services transferred over time           2,395           103             6,776 
---------------------------------  ------------  ------------  ---------------- 
                                          6,632        11,500            19,526 
---------------------------------  ------------  ------------  ---------------- 
 

The Group's revenue disaggregated by segment is as follows:

 
                                    6 months      6 months         12 months 
                                  to 30 June    to 30 June    to 31 December 
 GBP'000                                2022          2021              2021 
------------------------------  ------------  ------------  ---------------- 
 
 LoopUp Platform Capabilities          4,590         8,925            14,843 
 Third party resale services           1,642         2,575             4,441 
 Hybridium                               400             -               242 
------------------------------  ------------  ------------  ---------------- 
                                       6,632        11,500            19,526 
------------------------------  ------------  ------------  ---------------- 
 

The Group's non-current assets disaggregated by primary geographical markets are as follows:

 
                     6 months      6 months         12 months 
                   to 30 June    to 30 June    to 31 December 
 GBP'000                 2022          2021              2021 
---------------  ------------  ------------  ---------------- 
 
 UK                    55,222        73,063            56,851 
 EU                       170             1               253 
 North America          1,513           715             1,181 
 Rest of world              3             3                 2 
---------------  ------------  ------------  ---------------- 
                       56,908        73,782            58,287 
---------------  ------------  ------------  ---------------- 
 

4. Earnings per share

The basic earnings per share is calculated by dividing the net profit attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the year.

 
                                           6 months      6 months         12 months 
                                         to 30 June    to 30 June    to 31 December 
                                               2022          2021              2021 
-------------------------------------  ------------  ------------  ---------------- 
 
 Profit / (loss) attributable 
  to equity holders (GBP'000)               (7,193)       (4,521)          (24,967) 
 Adjusted profit attributable 
  to equity holders (GBP'000) 
  (1)                                       (5,407)       (2,709)           (4,938) 
 Weighted average number of ordinary 
  shares in issue ('000)                    100,783        55,441            63,992 
 
 Basic earnings per share (pence): 
 
   *    Basic adjusted (1)                    (5.4)         (4.9)             (7.7) 
  - Basic                                     (7.1)         (8.2)            (39.0) 
=====================================  ============  ============  ================ 
 
 
 (1.)   Calculated using profit / (loss) for the period, adjusted 
         for exceptional reorganisation costs, exceptional impairment 
         charges, amortisation of acquired intangibles and share 
         based payment charges. 
 

Since the Group made a loss in each of the periods above, there were no potentially dilutive shares that were not anti-dilutive, and the diluted earnings per share is identical to the basic earnings per share.

5. Dividends

The directors did not recommend the payment of a dividend for the years ended 31 December 2021 or 2020, or the six month periods ended 30 June 2022 or 2021.

6. Prior year restatements

The annual report and accounts for the year ended 31 December 2021 set out certain restatements made to prior years which impact on the 30 June 2021 comparative figures in this interim financial information.

(a) Right of use assets

During 2021, the Group identified that certain assets, liabilities and charges relating to right of use assets had been misstated in prior years. These balances were restated as at 1 January 2020 and 31 December 2020, and the total adjustment affecting the 30 June 2021 comparatives is set out below:

 
 GBP'000 
--------------------    ------ 
 
 Right of use asset        603 
 Lease liabilities       (977) 
 Prepayments               131 
 Trade creditors            60 
 Opening reserves          183 
 

(b) Deferred tax

During 2021, the Group identified that in 2020 the deferred tax liability relating to the customer relationship and brand assets recognised on the acquisition of MeetingZone had been calculated at the incorrect main corporation tax rate. This deferred tax liability was initially calculated using a tax rate of 17%, as the reduction to this rate had been substantively enacted through parliament. However, in 2020, the UK government announced that the rate would remain at 19%. An adjustment should have been made in 2020, through the deferred tax charge, to reflect the new tax rate. The adjustment results in an increase of GBP518,000 in the Group's deferred tax charge and deferred tax liability in 2020.

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END

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