PARAGON ENT. ORD 0.1P (DI) : Half Yearly Report

Paragon Entertainment Limited

Unaudited interim results for the six months ended 30 June 2012.

Paragon Entertainment Limited (PEL) (the "Company" or the "Group"), the AIM listed attractions design, production and fit-out business is pleased to announce its unaudited interim results for the six months ended 30 June 2012.

Highlights

-     Record contracted order book of £11.7 million for H2 2012 and into 2013 including a major contract of £4.8 million with The Olympic Museum, Lausanne, Switzerland

-     Design and Build activity at record levels following significant new project wins and the successful completion of large projects including the Titanic Visitor Attractionin Belfast, Chocolate - York's Sweet Storyand Web Lab Chrome Experimentat the Science Museum in London

-     Trading in H1 2012 in line with expectations

-     Underlying EBITDA profit of £11,000

Financial Summary

		Unaudited Six months to June 2012 £000s	Unaudited Six months to June 2011 (1) £000s	Audited Year to December 2011(1) £000s
Revenue		2,290	-	-
Underlying EBITDA (2)		11	-	(361)
Underlying operating loss (2)		(19)	(881)	(362)
Cash balance		1,578	3,305	2,420
Basic earnings per share		(0.75)	(1.80)	(5.50)
Normalised earnings per share (3)		(0.02)	(1.80)	(0.69)

(1)    The Group traded as a cash shell until the 22 December 2011 when Paragon Creative Limited was acquired. Therefore the comparative results represent  those of a  cash shell.

(2)    Underlying EBITDA is defined as earnings before depreciation, amortisation, interest, share based payments, exceptional items and tax. Underlying operating loss is Underlying EBITDA less Depreciation and other amortisation.

(3)    Adjusted basic earnings per share are earnings per share before amortisation on acquired intangibles, share based payments and exceptional items.

CEO Comment

Mark Pyrah, Chief Executive Officer, commented: "We have made significant progress since our admission to AIM last December.  Throughout this year, the 'Design and Build' segment has continued to deliver on existing projects and win substantial new contracts; in particular, we were delighted to announce winning a £4.8 million contract with The Olympic Museumin Lausanne, Switzerland.  The successful conversion of our pipeline has created a record contracted order book for the Company going forwards. In addition, our prospective pipeline has doubled in size and we are confident of converting this into new contracts.   

We have continued to progress the identification of suitable locations for the development of a range of proprietary attractions and we expect to open our first attractions before year end.

Overall the Group continues to trade in line with our expectations and the outlook for the year to 31 December remains consistent with our previous trading update."

ENDS

For further information please contact:

Paragon Entertainment Limited Mark Pyrah	Tel: [phone]
Cenkos Securities plc	Tel: [phone]

Ivonne Cantu / Max Hartley (Nomad)

Alex Aylen / Julian Morse

The first half of the year has seen exciting growth and the continuing development of our stated strategy of developing a diversified attractions business.  Group revenues were £2.3 million for the period; a result greater than ever experienced before.  The core 'Design and Build' segment has seen its best year to date and has a record contracted order book for the remainder of the year.  In addition, we have secured our first site on which to build, own and operate attractions.  

Our Vision

"To create a diversified attractions business with the scope to service an extensive global entertainment industry"

We are excited to have achieved a number of strategic priorities which bring us ever closer to realising our vision. 

In April, we acquired the entire share capital of The Visitor Attraction Company ("TVAC"), a provider of strategic development, operating and project management services to the leisure attractions industry. 

In May, we acquired the trade and assets of Drinkall Dean LLP, a provider of experiential design concepts within the retail sector.  We also launched a new division, Paragon Creative Communications, comprising of experienced graphic designers and marketing professionals with a strong track record in the museum, heritage and corporate sectors. 

We are broadening our core service offerings across the value chain such that our core operating divisions now cover:

Design and Buildof models, scenic and interactive displays and the provision of specific support services, such as design, consultancy and project feasibility, to third party owners and operators of attractions

Attractionsthat are owned and operated by the Group, using proprietary and licenced branded intellectual property

Operationof attractions that are owned by a third party, but where the Group is responsible for part or all of the management and is the appointed operator

Design and Build

Design and Build continues to form the core component of the Paragon group.  The first half of the year saw us complete exciting high profile projects, ready for the Easter and Summer periods. These included the new Titanic  visitor attraction in Belfast, Sea City Museumin Southampton, Chocolate - York's Sweet Story, The Lost Cellarsat Alnwick Castle, the Cairo Children's Centre for Creativity,  Giants Causeway Visitor Attractionand Web Lab Chrome Experimentat the Science Museum in London.

For the first half of the year we report revenues of £2.3 million which represents the best ever performance of the design and build element of our business.

As we enter into the second half, we are pleased to report project wins including a significant development at The Olympic Museum in Lausanne, Switzerland,  the new Wallace and Gromit dark ride at Blackpool Pleasure Beach, a new visitor gallery at Eureka!, a new visitor experience at York Minster as well as several smaller projects. The impact of these new projects is a record production order book for the remainder of 2012 and into 2013. In total, the value of confirmed orders amounts to £11.7m by the end of 2013.

Our pipeline of potential new projects continues to increase and now stands above £50 million. Structural changes within the sector and the Sales and Development department of the Company have led to a resurgence of projects, and the business remains well placed to exploit these opportunities.

Attractions

Our business strategy has always been to enter the attractions market, leveraging upon Paragon Creative's existing track record of delivering attractions to third parties, thereby developing and operating a portfolio of propriety owned and licensed branded attractions. 

During the first half of the year, we developed this strategy by acquiring TVAC, a respected industry provider of strategic development, operating and project management services to the leisure attractions industry. 

The business model has been well received by landlords and we continue to progress a number of opportunities with the aim of rolling out proprietary Paragon attractions. In the current fiscal year we expect to deploy around £1 million in developing these attractions and are on target to open our first, multi-attraction, site by the year end in time for the important Christmas market and will make a further announcement in due course.

We are also developing attractions based upon licensed brands.  Discussions are on-going with a number of interesting third parties and we will provide an update when those discussions have concluded positively.

Trading update

To date in 2012, we have been pleased with both the number and scale of contracts which have been coming up for tender within the Design and Build division. This has given us confidence that we will be able to meet expectations on revenues and profits. 

The success we have had in capitalising upon opportunities in 'Design and Build' has been tempered by delays in the delivery of a roll out of our proprietary attractions.  However, our first attraction is to open in 2012 and this will mark the next step of our business development.  We are currently in discussions with a number of potential sites for our attractions in the UK and Europe and will update the market on developments as appropriate.

Mark Pyrah

Chief Executive

FOR THE SIX MONTHS ENDED 30 JUNE 2012

		Note	Six months to June 2012 £000s	Six months to June 2011 £000s	Year to December 2011 £000s
Revenue			2,290	-	-
Cost of sales			(1,545)	-	-
Gross Profit			745	-	-
Administrative and other operating expenses			(2,200)	(881)	(2,888)
Analysed as:
EBITDA before share based payments and exceptional and other items			11	-	(361)
Equity settled share based payment charges			(6)	-	(401)
Exceptional and other items		5	(80)	-	(2,025)
Amortisation of acquired intangibles			(1,350)	-	(100)
Depreciation and other amortisation			(30)	-	(1)
Operating loss			(1,455)	(881)	(2,888)
Finance costs			(12)	-	-
Loss before income tax			(1,467)	(881)	(2,888)
Income tax credit			270	-	25
Loss and total comprehensive income for the period			(1,197)	(881)	(2,863)
Loss and total comprehensive income attributable to the owners of the parent			(1,197)	(881)	(2,863)
Earnings per share from continuing operations attributable to the equity holders of the Company during the period (expressed in pence per share)
Basic earnings per share		6	(0.75)	(1.80)	(5.50)
Diluted earnings per share		6	(0.75)	(1.80)	(5.50)

AS AT 30 JUNE 2012

	Note	June 2012 £000s	June 2011 £000s	December 2011 £000s
Non-current assets
Intangible assets		3,393	-	4,437
Property, plant and equipment		859	-	698
Deferred income tax asset		84	-	156
		4,336	-	5,291
Current assets
Current tax asset		60	-	60
Trade and other receivables		1,736	4	1,494
Cash and cash equivalents	7	1,578	3,305	2,420
		3,374	3,309	3,974
Current liabilities
Trade and other payables		2,300	302	2,489
Deferred income		456	-	448
Borrowings	8	60	-	163
Current income tax liabilities		-	-	1
Total current liabilities		2,816	302	3,101
Net current assets		558	3,007	873
Non-current liabilities
Borrowings	8	341	-	344
Provisions		16	-	65
Deferred income tax liabilities		371	-	641
		728	-	1,050
Net assets		4,166	3,007	5,114
Equity attributable to the owners of the parent
Share capital	9	162	49	158
Share premium	9	8,884	4,665	8,645
Retained earnings		(4,880)	(1,707)	(3,689)
Total equity		4,166	3,007	5,114

FOR THE SIX MONTHS ENDED 30 JUNE 2012

		Share capital £000s	Share premium £000s	Accumulated Losses £000s	Total £000s
Balance at 1 January 2011		49	4,665	(826)	3,888
Comprehensive income
Loss for the period		-	-	(881)	(881)
Total comprehensive income		-	-	(881)	(881)
Transactions with owners		-	-	-	-
Balance at 30 June 2011		49	4,665	(1,707)	3,007
Balance at 1 January 2012		158	8,645	(3,689)	5,114
Comprehensive income
Loss for the period		-	-	(1,197)	(1,191)
Total comprehensive income		-	-	(1,197)	(1,191)
Transactions with owners
Issue of share capital		4	239	-	243
Equity-settled share based payment transactions		-	-	6	6
Transactions with owners		4	239	6	243
Balance at 30 June 2012		162	8,884	(4,880)	4,166

FOR THE SIX MONTHS ENDED 30 JUNE 2012

	Note	Six months to June 2012 £000s	Six months to June 2011 £000s	Year to December 2011 £000s
Cash flows from operating activities
Cash used in operations	10	(558)	(608)	(2,014)
Net cash used by operating activities before interest and taxes		(558)	(608)	(2,014)
Interest paid		(2)	-	-
Income taxes paid		(8)	-	-
Net cash used by operating activities		(568)	(608)	(2,014)
Cash flows from investing activities
Purchase of property, plant and equipment		(156)	-	-
Acquisition of subsidiary, net of cash acquired		6	-	(1,786)
Net cash used in investing activities		(150)	-	(1,786)
Cash flows from financing activities
Proceeds of issuance of ordinary shares		43	-	2,457
Cash repayments of borrowings		(35)	-	-
Payment for share issue costs		-	-	(282)
Net cash generated from financing activities		8	-	2,175
Net decrease in cash and cash equivalents		(710)	(608)	(1,625)
Cash and cash equivalents and bank overdrafts at beginning of period		2,288	3,913	3,913
Cash and cash equivalents at end of period	7	1,578	3,305	2,288

1.   General information

Paragon Entertainment Limited is a limited company incorporated in the Cayman Islands and domiciled in the UK. The address of its registered office is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The company has its primary listing on the Alternative Investment Market (AIM) on the London Stock Exchange.  The company is registered with Companies House in the United Kingdom as a UK Establishment of an overseas company, company number FC030890 and UK Establishment registration number BR015952. 

The condensed consolidated interim financial information, including the financial information for the year ended 31 December 2011 set out in this interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. The information for the period ended 30 June 2011 is derived from the non-statutory accounts for that financial period.

The non-statutory accounts for the year ended 31 December 2011 were approved on 22 June 2012 and have been delivered to the Registrar of Companies. The Auditor's report on those accounts was unqualified and did not draw attention to any matters by way of emphasis of matter.

This condensed consolidated interim financial information is unaudited and was approved for issue by the Board on 18 September 2012.

Basis of preparation

The condensed consolidated interim financial information for the period ended 30 June 2012 has been prepared in accordance with applicable accounting standards.

The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the period ended 31 December 2011 which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Going concern

The Group has net cash at 30 June 2012 of £1.6 million. As with all business there is a certain degree of uncertainty over the future demand for the Group's services.   The Group's forecasts and projections, after taking account of sensitivity analysis of changes in trading performance, show that the Group is well placed to operate within this level of cash resource for the foreseeable future.

Therefore, the Directors confirm that they have a reasonable expectation that the Group has adequate resources to enable it to continue in existence for the foreseeable future and, accordingly, the consolidated interim financial information has been prepared on a going concern basis.

2.   Accounting policies

The principal accounting policies of the Group are consistent with those set out in the Group's 2011 Annual Report and Accounts.

A number of new and amended standards have become effective since the beginning of the previous financial year. None of the new standards and amendments are expected to materially affect the Group.

3.   Segmental analysis

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses. IFRS 8 requires disclosure of the operating segments that are reported to the Chief Operating Decision Maker ("CODM").

The CODM has been identified as the Board of Directors, which has responsibility for planning and controlling the activities of the Group. The Group's single reportable segment has been identified as the 'design and building of models, scenic and interactive displays and provision of specific support services to third party owners and operators of attractions' ("Design and Build").  All activities encompassed in this segment are performed to a set specification as defined by the customer and outlined in a written contract.   Trading activities in this segment are performed by the legal entities Paragon Creative Limited, Drinkall Dean (London) Limited and The Visitor Attraction Limited.  The Group is also developing other segments identified as the 'owning and operating proprietary and licenced branded visitor attractions ' ("Attractions") and the 'operating of third party owned visitor attractions' ("Operations"). 

However, both attractions and operations had no material trading revenues in the period and as such the Group only has one reportable segment, no further segmental information is disclosed.

4.   Business combinations Acquisition of  The Visitor Attraction Company Limited

On 5 April 2012 the Group acquired the entire share capital of The Visitor Attraction Company Limited  ("TVAC") by means of a share for share exchange for a total consideration of up to £300,000.  TVAC isa well-respected industry leadingprovider of strategic development, operating and project management services to the leisure attractions industry.  The acquisition was strategic to the Group to enable it to extend its range of services it can offer to the attractions industry. 

Paragon's strategy was to bring together the core of its design and build core, together with a strong management team and leverage this position to create a portfolio of attractions which are owned and managed by the Group.  TVAC has extensive expertise in the development and operation of leisure attractions and complements Paragon's array of attraction services. The acquisition was therefore in line with Paragon's broader strategy, announced late last year, to expand through organic and acquisitive means and thereby gain access to more of the value chain in its core leisure attractions market. 

The details of the business combination are as follows:			Fair value £000s
Cash and cash equivalents			6
Intangible assets			150
Trade and other receivables			65
Trade and other payables			(76)
Deferred tax liability			(30)
Total identifiable net assets			115
Provisional Goodwill			185
Total net assets			300
Consideration satisfied by:
Fair value of shares issued			200
Deferred consideration (payable in shares)			100
Total consideration			300

Consideration transferred

The consideration was settled on completion by the issue of 2,317,497 ordinary shares at the market price of 8.63 pence per share, amounting to fair value of £200,000.  The purchase agreement also included an element of deferred consideration which is to be settled, subject to certain performance criteria, by the issue of ordinary shares of the company at the prevailing share price at the time of issue, subject to a maximum number of shares of 1,158,750.  The amount will become payable on the anniversary of the acquisition. 

A total of £15,000 in directly related acquisition costs has been charged to the operating expenses of the business and are included within exceptional and other items. 

Identifiable net assets

A number of adjustments have been made to the value of net assets to account for the fair values. 

Fair value adjustments relate to identifiable intangibles relating to the value of customer relationships.  The total fair value of customer relationships is considered to be £150,000.   

Goodwill

The purchased goodwill of £185,000 is primarily related to growth expectations and the ability to be able to leverage on the company's substantial skill and expertise within both its existing sector and the expansion into the ownership and operation of licensed and proprietary visitor attractions.  Goodwill has been allocated to the 'Design and Build' segment and is not expected to be deductible for tax purposes.

5.   Exceptional and other items

		Six months to June 2012 £000s	Six months to June 2011 £000s	Year to December 2011 £000s
Costs of the acquisition of Paragon Creative Limited		45	-	387
Costs of the acquisition of The Visitor Attraction Company Limited		15	-	-
Costs associated with acquiring onerous contracts		20	-	-
Exceptional pre-acquisition costs of the company not related to current business		-	-	- 1,638
Total Exceptional and other items		80	-	2,025
Amortisation on acquired intangibles		1,350	-	100
Equity settled share based payment charges		6	-	401
		1,436	-	2,526

6.   Earnings per share

	Six months to June 2012		Six months to June 2011		Year to December 2011
	Earnings £000s	EPS p	Earnings £000s	EPS p	Earnings £000s	EPS P
Weighted average number of shares in issue ('000s)	160,418	(0.75)	49,000	(1.80)	52,089	(5.50)
Loss for the period	(1,197)		(881)		(2,863)
Exceptional Items and other items net of taxation	1,166		-		2,501
Loss for the period before exceptional items attributable to the equity holders of the company	(31)	(0.02)	(881)	(1.80)	(362)	(0.69)

Basic earnings per share

The calculation of basic earnings per share for the six months ended 30 June  2012 was based upon the attributable loss to the equity holders of the company  of £1,191,000 (2011: £882,000) and a weighted average number of ordinary shares outstanding of  160.4 million  (2011: 49 million). 

Diluted loss per share is the same as loss per share as the Group is loss making for the period (and comparative period).

Normalised earnings per share

The calculation of Normalised earnings per share  for the six months ended 30 June 2011) was based upon the attributable loss to ordinary shareholders of £31,000 (2011: £882,000) and a weighted average number of ordinary shares outstanding of  160.4 million  (2011: 49 million). 

7.   Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise the following:

	June 2012 £000s	June 2011 £000s	December 2011 £000s
Cash at bank	1,578	3,305	2,420
Cash and cash equivalents (excluding overdrafts)	1,578	3,305	2,420

Cash and cash equivalents include the following for the purposes of the statement of cash flows:

	June 2012 £000s	June 2011 £000s	December 2011 £000s
Cash and cash equivalents (excluding overdrafts)	1,578	3,305	2,420
Bank overdrafts	-	-	(132)
Cash and cash equivalents	1,578	3,305	2,288

8.   Borrowings

	June 2012 £000s	June 2011 £000s	December 2011 £000s
Current liabilities
Bank overdrafts	-	-	132
Bank loans	20	-	19
Hire purchase liabilities	40	-	12
	60	-	163
Non-current liabilities
Bank loans	324	-	337
Hire purchase liabilities	17	-	7
	341	-	344
Total borrowings	401	-

9.   Share capital and share premium

Issued and fully paid	Number of shares	Ordinary Shares £000s	Share premium £000s	Total £000s
At 1 January 2011	49,000,000	49	4,665	4,714
At 30 June 2011	49,000,000	49	4,665	4,714

At 1 January 2012	158,288,053	158	8,645	8,803
Issues of ordinary shares	1,075,000	1	42	43
Shares issued in exchange for acquisition of TVAC	2,317,497	3	197	200
At 30 June 2012	161,680,550	162	8,884	9,046

The share capital of Paragon Entertainment Limited consists only of Ordinary shares.  The Ordinary shares carry one vote per share and carry the right to receive dividends when declared.  They rank pari passuwith each other in all respects including receipt of dividends and proceeds in the winding up of the company.

Additional shares were issued during the year as follows: 

On 10 January 2012, the company completed its December 2011 placing and raised £43,000, gross, by way of placing a further 1,075,000 ordinary shares of 0.1p each at a price of 4p. 

On 5 April 2012, the company issued 2,317,497 ordinary shares of 0.1p each at a price of 8.63p per share pursuant to a sale and purchase agreement to acquire the share capital of The Visitor Attraction Company Limited.

10.      Cash used in operations

	Six months to June 2012 £000s	Six months to June 2011 £000s	Year to December 2011 £000s
Loss before taxation	(1,467)	(881)	(2,888)
Adjustments for:
- depreciation	30	-	1
- amortisation	1,350	-	100
- share based payments	6	-	401
- trade and other receivables	(238)	4	(184)
- trade and other payables	(251)	269	556
- Interest expense	12	-	-
Cash used by operations	(558)	(608)	(2,014)

This information is provided by RNS

The company news service from the London Stock Exchange

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