REG - Bigblu Broadband PLC - Annual Financial Report
02/06/2025 07:00
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RNS Number : 9045K Bigblu Broadband PLC 02 June 2025
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')
Audited final results for the year ended 30 November 2024
Disposal of Majority interest in Skymesh and return of value to shareholders
Bigblu Broadband plc (AIM: BBB.L) is active in the alternative superfast and
ultrafast broadband solutions markets, principally in the UK, Europe and
Australia, via its shareholdings in companies in these areas and through
distribution contracts with satellite companies into both consumers and
businesses.
During 2024, there was progress against the Group's stated realisation
strategy with the disposal of the Norwegian operations. We were delighted with
the significant contract wins of £300m by Quickline under the government's
£5bn Project Gigabit programme and in August 2024 Quickline secured a £250m
debt package to support Quickline's large-scale broadband expansion in
Yorkshire and Lincolnshire as it targets passing more than 500k rural premises
in these two counties. The Company retains a 2.8% shareholding in Quickline.
Post period end, we announced the successful disposal of SkyMesh, the Group's
Australian subsidiary to a newly formed Bidco, SKM Telecommunication Services
Pty Ltd (SKM), repaid all debt and returned £6.1m to shareholders via a
tender offer. The Company retains a 33.9% shareholding in SKM (undiluted).
Financial Highlights - Total Operations (Including Australia)
· Total revenue for the Group was £22.9m (FY23: £26.0m)
· Adjusted EBITDA for the Group was £2.1m (FY23: £4.4m)
Financial Highlights - Continuing operations
Post the disposal of Norway and the majority interest in Skymesh Australia,
the continuing trading operations of the Company are in New Zealand where it
trades under the Brdy brand focused on the provision of internet services to
remote parts of New Zealand, and the ongoing distribution of Starlink. In
addition, the Group retains a 2.8% stake in Quickline and a 33.9% (undiluted)
stake in SKM, neither of which are consolidated.
· Total revenue £0.7m (FY23: £0.7m) with a like-for-like revenue
increase of c.4.2%.
· Adjusted EBITDA(2) loss in the period for the continuing business
was £1.0m (FY23: Loss £0.5m).
· Adjusted PAT(3) loss increased to £2.0m (FY23: Loss £0.7m)
· Adjusted EPS(4) loss of 3.4p (FY23: loss 1.2p) with Reported EPS
loss of 8.4p (FY23: Loss 8.0p)
· Adjusted Operating cash outflow(5) of £2.9m (FY23: outflow
£0.8m)
· Adjusted Free cash outflow(6) of £3.4m (FY23: outflow £1.0m),
before exceptional items.
· Consequently, net debt(7) as at 30 November 2024 was £6.5m
(FY23: Net cash £1.5m)
· Pro forma(8) net cash post disposal was £7.1m, prior to the
Tender Offer.
Operational Highlights
· Group operations including Australia
o Group revenue including recurring airtime, equipment, installation sales,
and one off IP sales was £22.9m. (FY23: £26.0m / LFL £24.0m) of which the
negative impact of currency movements, was £0.7m. Recurring airtime revenue
(revenue generated from the Company's broadband airtime) which is typically
linked to contracts, was £20.8m representing 90% of total revenue (FY23:
93%).
o Gross profit margins were 29.4% in FY24 (FY23: 37.2% / LFL 34.0%).
o Underlying overheads reduced to £4.7m (FY23: £5.2m) representing 20.2%
of revenue (FY23: 20.1% / LFL 21.6%) mainly due to lower headcount costs from
the re-organisation (£0.4m).
o Consequently, the adjusted EBITDA for the period was £2.1m (FY23: £4.4m
/ LFL £2.4m).
· Australian Operations
o From December 2023 the Group began to offer Starlink LEO internet
solutions to business and small office / home office workers in Australia (as
well as UK / Europe). This addition to the Group's product offering in
Australia further strengthened the Group's position in the Australian market.
We continued to work with our network partners, including NBN Co, during the
period to ensure that we had a full suite of product offerings to meet all
customer needs to underpin further potential increases in customer numbers,
customer satisfaction and improved retention. SkyMesh remains the leading
Australian satellite broadband service provider with c50% of all new
additions, having been named Best Satellite NBN Provider for the sixth year in
succession (2019-2024).
· Quickline
o Continues to be well supported by Northleaf, who acquired majority control
in June 2021. Northleaf have provided £150m of funding since acquisition. BBB
currently retains a 2.8% stake.
o Significantly, Quickline secured a £250m debt facility with The National
Wealth Fund and NatWest in August 2024 as it secured all four contracts worth
c£300m it had tendered under the government's £5bn Project Gigabit
programme. This subsidises the rollout of a full fibre network to more than
170k hard-to-reach rural homes and businesses across Yorkshire and
Lincolnshire which have been left behind by commercial rollouts.
· Norwegian Operations
o As announced on 20 May 2024, following a market exercise, the Group
completed the Management Buy Out (MBO) of the business by local management,
supported by Andrew Walwyn.
o The Board believed that this disposal was in the best interests of
shareholders having regard to the challenges being faced in the turnaround of
the Norwegian business as well as the potential need for further cash
investment to grow the business and support any further demounting and
migration projects.
o Subsequently, the business was sold by the MBO team in February 2025,
generating a deferred consideration payment net of expenses due to BBB of
c.£0.1m.
· Board Changes
o In conjunction with the Group's disposal of the Norwegian Operations,
Andrew Walwyn resigned from his position as Executive CEO and simultaneously
Frank Waters became CEO and CFO of the plc.
Post Balance Sheet events
• Australian Operations Disposal
o Post period end on 23 December 2024, following satisfaction of conditions
and shareholder approval, the Group announced the completion of its disposal
of BBB's Australian subsidiary to a newly formed Bidco, SKM Telecommunication
Services Pty Ltd (SKM). SKM was established by Salter Brothers Asset
Management for the purposes of the acquisition. The Disposal was for a total
consideration of up to AUD$50.2m (c.£25.0m) with the Group receiving a cash
payment of AUD$30.0m (c.£14.9m) on completion, up to $6.9m deferred
consideration payable after 12 months, and AUD$13.3m through the issue of new
shares in SKM.BBB retains a 33.9% stake in SKM post the transaction and up to
29.1% on a fully diluted basis (assuming Strategic Investor Options and
Employee Options are exercised)
· Tender Offer
o Following completion of the disposal of the Australian operations, and in
line with the Board's strategy of returning capital to Shareholders, on 3
March 2025 the Group announced a tender offer to return up to £6.1m by way of
a purchase of 15,250,000 ordinary shares (being approximately 26 percent of
the Company's existing issued share capital) at a price of 40 pence per
ordinary share which was satisfied in full. The results of the tender offer
were announced on the 23 April 2025 and capital was returned to shareholders
for the maximum 15,250,000 ordinary shares in early May 2025.
o The ordinary issued share capital of the Company after the tender offer
share purchase and cancelation was 43,597,018 (with no ordinary shares held in
treasury). The total voting rights in the Company following the purchase by
the Company and cancellation will be 43,597,018.
• Repayment of Revolving Credit facilities
o Post the transaction and the receipt of the initial Consideration, and
prior to the repayment of the Group's debt facilities and the return of cash
to shareholders through the tender offer, the Group's pro forma cash was
£14.9m.
o The Group used part of the proceeds of the SkyMesh disposal to repay all
its existing Revolving Credit Facilities with Santander (including all charges
and accrued interest) totaling, in aggregate, c£6.9 million. We are very
grateful to Santander, who have been an extremely supportive partner to the
business since the facilities were put in place.
· Operational efficiencies
o The Board continues to ensure that its cost base reflects the ongoing
operations of the Group. The Group has reduced central costs to reflect the
reduced size of the business. With improved operational efficiencies, the
Group expects that the underlying performance in FY25 will continue to
improve, that ongoing cash outflows will reduce substantially, offset by other
expected inflows, and we remain confident in our ability to deliver further
returns for shareholders from the remaining interests in Quickline and
Skymesh.
1 Like for like (LFL) revenue and EBITDA is adjusted for new or divested
businesses in both the current and prior year and adjusts for non-recurring
one off items and constant currency to ensure present underlying LFL.
2 Adjusted EBITDA is stated before interest, taxation, depreciation,
amortisation, 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, and
amortisation.
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 as well
as items identified as exceptional in nature.
6 Adjusted Free cash flow being cash (used)/generated by the Group after
investment in capital expenditure, servicing of debt and payment of taxes
and excludes items identified as exceptional in nature.
7 Net Debt represents cash less debt.
8 Pro forma net cash equal net proceeds of consideration less the repayment of
the Revolving Credit Facility.
Frank Waters, Chief Executive Officer of Bigblu Broadband plc, commented:
"The overall performance of the Group is in line with the Board's expectations
for the period as we focused on realising value from the business
operations. We are therefore pleased to have successfully completed the
disposal of the Group's Norwegian Operations in the period and the Australian
Operations shortly after the period end.
What is important is that with the Group now operating off a much-reduced cost
base, we continue to support our investments in Quickline and Skymesh as
appropriate to ensure we maximise the potential realisation of further value
for our shareholders."
For further information:
Bigblu Broadband Group PLC www.bbb-plc.com (http://www.bbb-plc.com)
Cavendish Capital Markets Limited (Nomad and Broker) Tel: +44 (0)20 7220 0500
Marc Milmo / Finn Gordon (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
About Bigblu Broadband plc
Bigblu Broadband plc (AIM: BBB.L) is now focused on supporting its retained
shareholdings in Skymesh and Quickline to realise value for BBB shareholders.
A copy of the audited accounts is available on the Company's website
(https://bbb-plc.com/investor-information/results-centre) and copies of the
audited accounts will be posted to shareholders shortly.
CHIEF EXECUTIVE'S REPORT
FY24 was a busy year and an important period for the Group in many respects.
We commenced the period with the announced signing of the important Starlink
Distribution contracts for the UK / Europe and Australia. We subsequently
announced the disposal of the Group's Norwegian operations in May 2024. This
reduced the risk to the Group of the potential for significant near-term cash
outflows given the capital requirements of the Norwegian operations as part of
its turnaround. This also allowed us to further reduce central operating costs
across the Group. We continued to operate and support Skymesh to optimise its
market positioning and following a market review, post-period end, we were
pleased to announce its disposal to a newly established Bidco, SKM
Telecommunications Pty Ltd. Both disposals were in line with the Board's
desire to realise value opportunities for our shareholders and are treated as
discontinued operations
It was also very pleasing to note that Quickline, in which the Company retains
a 2.8% equity interest, secured important contract wins under the UK
government's £5bn Project Gigabit programme. The Quickline team backed by
Northleaf with support from the UK Infrastructure Bank and NatWest, are now
well placed to ensure Quickline boosts rural broadband connectivity across
Northern England.
Review of the year
We commenced the year with operating businesses in Australia and Norway with a
clear focus on widening product offerings, driving system improvements and
reducing costs.
In May 2024, following an independent market exercise, we disposed of our
Norwegian Operations via a Management Buy Out (MBO) of the business to local
management, supported by Andrew Walwyn, to prevent the potential need for
further cash investment in the region to grow the Nordic operations.
In Australia, the Group's Skymesh focus, was on executing our strategy of
organic growth and capitalising on Skymesh's market leading position. During
the year we saw Skymesh addressing certain historic challenges in terms of
product offerings by introducing Starlink products, and working with its major
satellite provider, NBNCo, to bring uncapped data packages to market for the
first time. These packages were more affordable, comparable in speed, and
better supported than previously.
In addition, during 2023 and 2024 SkyMesh continued to upgrade its legacy
systems with an investment of £0.6m in the year (2023: £1.3m). This brought
with it a more seamless integration with NBNCo for ordering, provisioning of
services and support. The outcome of this upgrade was a more efficient system
that enabled customers to be set up online faster than ever. Furthermore,
Skymesh focused on streamlining its sales process. This was a large exercise
given it replaced very old legacy systems and resulted in a number of
challenges, many of which were, in the main overcome in the year.
Specifically, Skymesh invested in additional resources to support this
important project but also recognise the continuing need for investment in the
systems, such as AI, to drive efficiencies and improved customer experience.
In the year ended 30 November 2024, prior to its disposal, Skymesh delivered
revenues of £22.2m (2023: £25.3m) and adjusted EBITDA of £3.1m (2023:
£4.9m). It's important to flag that the team worked extremely hard during the
period to continue to improve the underlying performance whilst at the same
time supporting the significant transaction requirements despite limited
resources.
As at 30 November 2024 both the Australian and Norwegian operations are
treated as discontinued.
We note that in the Group's audited accounts the auditors indicate a
disclaimer of opinion. The basis of disclaimer, being that the Audited
Accounts of the Australian business Skymesh have not as yet been signed off
locally despite the fieldwork having been materially completed and the results
included in the group accounts. Please note that following its disposal in
December 2024 Skymesh is treated as a discontinued business in the accounts of
the Group and we will continue to work with the new owners to sign off the
accounts.
Starlink Distribution Contracts
With the advancement of LEO offerings across the territories that we operate
in, it was crucial to secure a trading relationship with Starlink which we
signed in December 2023. This relationship enabled the Group to provide
high-speed internet to business and small office / home office workers. This
alongside the One Web contract allows BBB to offer customers an extended suite
of products covering all their needs. In addition to an initial investment of
£2.1m during the period the Group invested £0.6m in Systems development and
£0.2m in resources in launching Starlink Products in markets.
Quickline Contract Wins / Funding
During the year, Quickline was awarded all four of the contracts that it bid
for, totaling c.£300m, under the government's £5bn Project Gigabit
programme, making it the second largest Project Gigabit regional delivery
partner in the UK. These contracts seek to address c.170k premises and
subsidise the rollout of a full fibre network to these hard-to-reach rural
homes and businesses across Yorkshire and Lincolnshire which have been left
behind by commercial rollouts. Alongside these secured contracts, Quickline
will make further private investment to roll out its full fibre network to
over 500k premises in addition to its next generation FWA coverage.
In August 2024, Quickline secured a £250 million debt package comprising a
£125 million term loan and £100 million debt guarantee from the UK
Infrastructure Bank alongside a £25 million term loan provided by NatWest.
This additional funding helps support Quickline's large-scale broadband
expansion in Yorkshire and Lincolnshire as it targets passing more than 500k
rural premises in these two counties.
Board Changes
As part of the acquisition of the Norwegian Operations by local management,
Andrew Walwyn also participated in the Buy Out. As a result, Andrew Walwyn
resigned during the period from his position as Executive CEO of the plc. At
the time of his departure, it was announced that Andrew had undertaken to
support the Board as required whilst it executes its strategy of realising
value for shareholders. The Board reiterates its thanks to Andrew for his
support over the years.
Frank Waters became Executive CEO of the plc in addition to his CFO
responsibilities, whilst the Board of BBB continues to execute the value
realisation strategy.
Post Balance Sheet Events
We highlight the following post balance sheet events:
Australia - Skymesh
· On 23 December 2024 the Group completed the disposal of its
majority interest in Skymesh for a total consideration of up to AUD$50.2m
(c.£25.0m) of which AUD$43.3m was received on completion (AUD$30.0m
(c£14.9m) paid in cash and AUD$13.3m (c.£6.6m) through the issue of new
shares in SKM Telecommunication, the acquirer of Skymesh). Post transaction,
BBB retains a material stake in SKM of 33.9% (undiluted) and up to 29.1% on a
fully diluted basis (assuming Strategic Investor Options and Employee Options
are exercised).
· Additional cash consideration could be received by the Group on
the first anniversary of the disposal on the following basis:
(i) 13.7% of the Headline Price (c.AUD$6.9m (c.£3.5m)); plus
(ii) a cash amount equal to Skymesh's net profit after tax,
before depreciation and amortisation and unrealised foreign exchange
movements, but including management fees and exceptional items, for the month
of November 2024; plus
(iii) an amount equal to the excess of the Completion Payment
above the Completion Payment Cap if applicable; less
(iv) the balance of the Skymesh customer debt not collected
during the period of 6 months from 1 February 2025 which is greater than 120
days overdue relating to the implementation of the Pathfinder system in July
2023 which resulted in approximately $2.8m (the "Pathfinder Implementation
Debt") not being invoiced or slow to be invoiced and the subsequent delayed
collection of such due payments from customers; less
(v) the costs incurred by SKM Telecommunication in undertaking a
recovery program of the Pathfinder Implementation Debt under the direction of
the Company.
Repayment of Revolving Credit facilities
Following receipt of cash to BBB on the completion of the Skymesh's disposal
and payment of transaction related fees, the Group repaid all its existing
Revolving Credit Facilities with Santander (including all charges and accrued
interest) totaling, in aggregate, £6.9m. We are very grateful to Santander,
who have been an extremely supportive partner to the business since the
facilities were put in place.
Norway Disposal
During the period we announced the disposal of our Norwegian operations for an
equity value of £1 to a team led by local management and Andrew Walwyn. In
addition, which is still to be determined, BBB will be entitled to a
contingent Consideration as follows:
· If the Norwegian operations;
o in the period between 17 May 2024 and 1 May 2025, achieves an Adjusted
EBITDA of five hundred thousand pounds (£0.5m) or more, BBB will receive
twenty (20) percent of the Adjusted EBITDA for that period, within six months
of the period.
o in the period between 17 May 2025 and 16 May 2026, achieves an Adjusted
EBITDA of one million pounds (£1.0m) or more, BBB will receive twenty (20)
percent of the Adjusted EBITDA for that period, within six months of the
period.
· A deferred consideration was payable of up to NOK 2.3m (c£0.2m)
on the return, or release of the deposit held with networks, or a Trigger
Event. In addition, on the occurrence of a Trigger Event, including a
subsequent disposal or listing, additional consideration shall be payable of
20% of the proceeds less costs.
In February 25, the Norwegian business subsequently received investment from a
third party with local management rolling their equity and Andrew Walwyn
exiting the business at the transaction date. Following this investment, the
Group was entitled to receive £0.1m proceeds as this investment constituted a
Trigger Event.
In addition, following the trigger event BBB plc remains entitled to the
following contingent considerations which have been assumed by Blukom, a
company wholly owned by Andrew Walwyn:
1. Deferred Consideration relating to the Telenor Deposit
2. Contingent Consideration subject to Brdy Norway's EBITDA performance in
FY25 and FY26 financial periods
Tender Offer
Prior to the tender offer and repayment of debt facilities pro forma cash was
£14.9m, and after paying £6.9m to clear the Revolving Credit Facility with
Santander, and £0.9m in transaction costs, the remaining funds available to
the Group were c£7.1m.
In addition, in April 2025 the Group returned c.£6.1 million to Shareholders
through a tender offer of 15.25 million shares (representing approximately 26%
of the Group's issued share capital pre the tender offer) at a price of 40p
per ordinary share.
Current Trading
Following the announced Australian transaction on 23 December 2024, the focus
has been on supporting the new owners of Skymesh as required, continuing to
support our investment in Quickline and realising value from Starlink Sales
and New Zealand operations.
Post Period End Q125 we have also seen an uptake in Starlink Sales of £0.2m
versus Q124 £nil.
At the same time, we will continue to reduce central costs to reflect the
reduced size of the business and therefore the Group expects that the
underlying performance in FY25 will continue to improve , that ongoing cash
outflows will reduce substantially, offset by other expected inflows, and we
remain confident in our ability to deliver further returns for shareholders
from our remaining operations together with the remaining equity stakes in
Quickline and Skymesh.
Frank Waters
CEO
FINANCIAL REVIEW
This financial review describes the performance of the Company during the
Period and is summarised as follows;
Key Performance Indicators Continuing and Discontinued Operations
The Group utilises several Key Performance Indicators (KPI's) to measure
performance against our strategy. A description of these KPI's and performance
against them is set out below for the combined Continuing and Discontinued
Operations.
In the Group's audited accounts, the auditors indicate a disclaimer of
opinion. The basis of disclaimer, being that the Audited Accounts of the
Australian business Skymesh have not as yet been signed off locally despite
the fieldwork having been materially completed and the results included in the
group accounts. Please note that following its disposal in December 2024
Skymesh is treated as a discontinued business in the accounts of the Group and
we will continue to work with the new owners to sign off the accounts.
Group revenue (including PLC and Australia) was £22.9m (FY23: £26.0m. LFL
£24.0m) of which the negative impact of currency movements was £0.7m.
Recurring airtime revenue (revenue generated from the Company's broadband
airtime) which is typically linked to contracts, was £20.8m representing 90%
of total revenue (FY23: 93%). Gross margins reduced to 29.4% (FY23: 37.2%) and
overheads reduced to £4.7m (FY23: £5.2m) representing 20.2% of revenue
(FY23: 20.1%) mainly due to lower headcount costs post re-organisation
(£0.4m). Adjusted EBITDA for the period was £2.1m (FY23: £4.4m). On a LFL
basis, Adjusted EBITDA for FY24 was £2.4m, excluding one-off IP sales of
£2.0m made in FY23.
Key Performance Indicators for Continuing Operations - Excluding Australia
KPI 2024 2023 Description Comment
Revenue £0.7m £0.7m Revenue includes sales from all operations. Total revenue for the continuing operations was £0.7m (FY23: £0.7m).
Recurring revenue, defined as revenue typically generated from the Group's Recurring airtime revenue (revenue generated from the Company's broadband
broadband airtime contracts, which is typically linked to contracts and airtime) which is typically linked to contracts, was £0.1m representing 10%
monthly subscriptions. of total revenue (FY23: 20%).
Revenue Split by Product This measure seeks to analyse revenue by Product type. Growth in Starlink sales of £0.4m offset a reduction in one-off shared
services of £0.4m.
Satellite - Non-recurring
£0.4m £Nil
Satellite - Recurring
Other services
£0.1m £0.1m
£0.2m £0.6m
Revenue Split by Region Revenue split by operating locations Revenue split by region was in line with prior year £0.7m (FY23: £0.7m).
New Zealand
£0.1m £0.1m
Central
£0.6m £0.6m
ARPU £36.09 £40.48 Average revenue per unit is calculated by dividing total revenues from all Lower by 10.8% due in the main to currency translation.
sources by the average customer base
1 Like for like (LFL) is adjusted for new or divested businesses in both the
current and prior year and adjusts for non-recurring one off items and
constant currency to ensure present underlying LFL.
Key Performance Indicators for Continuing Operations continued
KPI 2024 2023 Description Comment
Distribution and Administrative Expenses (£2.7m) (£2.5m) Distribution and Administrative Expenses include amortisation, depreciation Increased during the period by £0.2m to £2.7m (FY23: £2.5m) due to
and other non-recurring items. increased Finance, Legal, IT, banking, insurance, logistics, AIM, and other
costs offset by discontinued operations. Exceptional costs were down by
£0.3m. Depreciation was slightly lower in the period at £0.1m (FY23:
£0.1m), and amortisation of intangible assets was in line with prior year at
£0.02m (FY23: £0.02m).
Interest (£0.7m) (£0.2m) Interest payable relates to the Revolving Credit Facility with Santander. Interest increased by £0.5m in the year due to an additional £4.4m drawdowns
in the period, utilised to purchase Starlink stock, invest in the Starlink
launch and working capital for Skymesh, with closing debt at £6.5m.
Loss from Continuing Operations (£3.1m) (£2.2m) Gross Profit less Distribution and Administrative Expenses and Interest Increased in the year by £0.9m mainly due to increased interest payments
expense results in the loss from continuing operations. (£0.4m), lower margins £0.4m and increased staff costs £0.1m due to
restructuring.
Adjusted EBITDA (£1.0m) (£0.5m) Earnings before share based payments, depreciation, intangible amortisation, Adjusted EBITDA loss increased by £0.5m while like for like Adjusted EBITDA
impairment costs, acquisition costs, one-off employee-related costs and loss increased by £0.4m. This increased reflected the lower service recharges
start-up costs is the measure of the Group's operating performance. margins.
LFL(1) Adjusted EBITDA
(£0.9m) (£0.5m)
Adjusted EBITDA Split by Region Adjusted EBITDA definition above, split by Region. Adjusted EBITDA loss increased by £0.4m to £1.1m in Central due to the lower
margins from the Starlink revenue service recharges. New Zealand lower due to
prior year benefiting from one-off credits from network.
New Zealand
Central £0.1m £0.2m
(£1.1m) (£0.7m)
1 Like for like (LFL) is adjusted for new or divested businesses in both the
current and prior year and adjusts for non-recurring one off items and
constant currency to ensure present underlying LFL.
Key Performance Indicators for Continuing Operations continued
KPI 2024 2023 Description Comment
Adjusted Operating Cash Flow (£2.9m) (£0.8m) Adjusted Operating cash flow relates to the amount of cash generated from the Adjusted operating cash outflow was £2.9m (FY23: Outflow £0.8m), a movement
Group's operating activities and is calculated as follows: Profit/(Loss) of £2.1m YOY, after the planned stock investment of £2.1m in the announced
before Tax adjusted for Exceptional Items, Depreciation, Amortisation, Share Starlink contract as well as working capital requirements.
Based Payments and adjusting for changes in Working Capital and non-cash
items.
Adjusted Free Cash Flow (£3.4m) (£1.0m) Adjusted Free cash flow before exceptional items primarily related to M&A Adjusted Free cash outflow was £3.4m (FY23: outflow £1.0m). An outflow
activities and re organisations costs post the disposal of the Norwegian movement of £2.4m YOY is a direct result of the
operations) being cash (used)/generated by the Group after investment in
capital expenditure, servicing of debt and payment of taxes and excluding investment in Starlink.
items identified as exceptional in nature.
Adjusted EPS (3.4p) (1.2p) Adjusted Earnings per share (EPS) is the Continued business's profit/(loss) The continuing business EPS loss for the period increased on the previous year
after tax before exceptional costs, share based payments, impairment of Fixed due from £2.2m to £3.1m, with the discontinued operations loss reduced from
Assets and deferred tax adjustments, divided by the weighted average number of £2.5m to £1.1m. After removing exceptional items and the discontinued loss
shares. the loss attributable to shareholders increased from £0.7m to £2.0m
Statutory Results and EBITDA Reconciliation
A reconciliation of the adjusted EBITDA to PAT is shown below:
This is a non-GAAP alternative performance measure.
Adjusted EBITDA (before share based payments and exceptional items) for the
full year was (£1.0m) (FY23: £0.5m). A reconciliation of the adjusted EBITDA
to an adjusted PAT Loss of £2.0m (FY23: £0.7m loss) is shown below:
Audited Audited
30 November 2024 30 November
2023
£000 £000
Adjusted EBITDA 1 (1,010) (495)
Depreciation 2 (81) (97)
Amortisation 3 (18) (18)
Adjusted EBIT (1,109) (610)
Underlying interest 4 (685) (229)
Tax (charge) / credit 5 (1) -
Foreign exchange transaction (loss) / gain 6 (199) 120
Amortisation 18 18
Continuing Adjusted PAT (1,976) (701)
1. Adjusted EBITDA Loss (Loss from continuing operations (£3.1m) after
adjusting for interest £0.7m, depreciation/amortisation £0.1m, forex
translation £0.2m and exceptional costs £1.1m) of (£1.0m) (FY23: Loss
(£0.5m)).
2. Total depreciation in line with prior year at £0.1m in FY24 (£0.1m in
FY23) as net book value of fixed assets decreases.
3. Amortisation of intangible assets was in line with the prior year at
£0.02m (FY23: £0.02m).
4. The interest charge in the year of £0.7m (FY23: £0.2m) relates to the
RCF with Santander as a result of a drawdown of the revolving credit facility
in FY24 of £4.4m in the main to support contracted Starlink investment,
planned working capital requirements and restructuring costs.
Interest costs increased during the period to £0.7m (FY23: £0.2m)
Audited Audited
As at As at
30 Nov 2024 30 Nov 2023
£000 £000
Interest 683 228
Interest element of lease payments 2 1
Reported Interest 685 229
5. The tax charge of £1k (FY23: Nil) relates to our New Zealand business
and is a provision against expected taxable profits at the FY24 period.
6. Foreign exchange transaction loss includes the movement in currency
attributable to the foreign payments and receipts between the transactional
rate and the date of payment.
Cash Flow Analysis: Underlying Cashflow performance and Net Cash
reconciliation
Adjusted Free Cash Flow in the period, before exceptional items, was an
outflow of £3.4m (FY23: outflow £1.0m). This reflects the increase in
operating cashflow outflow to £2.9m (FY23: outflow £0.8m), with capital
expenditure of £0.03m in line with prior year, and higher tax and interest at
£0.5m (FY23: £0.2m).
This is a non-GAAP alternative performance measure.
The underlying cash flow performance analysis seeks to clearly identify the
underlying cash generation within the Continuing Group, and separately
identify the cash impact of identified exceptional items including
refinancing, fundraising, M&A activity cash costs and the treatment of
IFRS 16 and is presented as follows:
12 months 12 months
to to
30 Nov 2024 30 Nov 2023
£000 £000
Adjusted EBITDA (1,010) (495)
Underlying movement of working capital 1 (2,178) (580)
Forex and other non-cash items 2 311 262
Adjusted operating cash outflow before interest, tax, Capex and exceptional 3 (2,877) (813)
items
Tax and interest paid 4 (499) (199)
Purchase of Assets 5 (29) (28)
Adjusted free cash outflow before exceptional and M&A items (3,405) (1,040)
Exceptional items relating to M&A, disposals, restructuring costs and the 6 (1,144) (1,490)
establishment of network partnerships.
Free cash outflow after exceptional items
(4,549) (2,530)
Investing activities - 1
Proceeds from Loans 7 4,400 2,100
Financing activities 8 31 10
Decrease in cash balance pre-Discontinued operations (118) (419)
Movement in cash from discontinued operations 9 (2,407) 361
Movement in Cash (2,525) (58)
Increase in Debt (4,400) (2,100)
Opening Cash excluding discontinued cash 1,532 4,195
Closing Net (Debt)/Cash (5,393) 2,037
Movement in cash
Opening Cash 3,632 4,195
Less movement in cash (2,525) (58)
Less discontinued operations cash / cash equivalents including deposits (1,081) (505)
Closing Cash 26 3,632
1. This reflects the outflow working capital position of £2.2m (FY23:
outflow £0.6m) due in the main to:
a. a increase in Trade & Other Receivables of (£1.2m) due to
collections (£0.2m) and the Starlink prepayment (£1.0m)
b. a reduction in Trade Payables and Other Payable (£0.5m)
c. higher inventory (£0.5m) due to the investment in the Starlink
agreement and stock
2. Forex and non-cash inflow of £0.3m (FY23: inflow £0.3m) reflects the
currency revaluation relating to the exchange movement in the Consolidated
Statement of Comprehensive Income and the Consolidated Statement of Financial
Position (£0.3m) where AUD and NOK values are translated to GBP for the Group
reporting currency, as well as costs/income which have no impact on operating
cashflow.
3. This resulted in an adjusted operating cash outflow before Interest,
Tax, Capital expenditure and Exceptional items of £2.9m outflow (FY23: £0.8m
inflow).
4. Tax and interest paid was £0.5m (FY23: £0.2m). This covers interest
on the loan facility and leases.
5. Purchases of assets in FY24 were £0.1m (FY23: £0.1m). Note that asset
purchases do not include the capitalised value of new leases of ROU assets,
which are non-cash items.
6. The Group incurred expenses in the period that are considered
exceptional in nature. Whilst they may re-occur given the nature of the
business undergoing significant changes it is appropriate to clearly identify
by their nature and identify the underlying trading trends in the period.
These comprise:
a. £0.1m (FY23: £0.3m) of M&A related costs, the establishment of
network partnerships and restructuring costs. These costs comprise mainly
professional and legal fees and includes an apportionment of staff and local
management time spent on Specific One-Off Projects such as the disposal of the
Norwegian operations and development and delivering value realization
strategies for the Australian operations.
b. £0.5m (FY23: £0.7m) employee termination, restructuring costs In the
UK and costs associated with Share Options.
c. £0.2m (FY23: £0.5m) development costs in the period primarily for the
Pathfinder system and APIs with key suppliers, including Starlink (£0.2m),
that do not meet the criteria for intangible asset capitalisation
d. £0.1m (FY23: £nil) covering IP and costs not associated with the
normal operations of the business
e. £0.3m exceptional bad debt on liquidation of a reseller
7. Proceeds from drawdown of the RCF facility with Santander to support
Starlink purchases and Skymesh planned working Capital.
8. In FY24 financing activities related to the principal element of lease
payments of £0.1m (FY23: £0.2m).
9. Net movement in cash from the discontinued business resulted in a
reduction of £2.4m in cash. This comprised of £2.4m in relation to the
Australian discontinued operation, with £1.3m of working capital and £1.1m
of cash retained at the time of disposal.
Cash and net debt for the overall Group is summarised as follows:
12 months to 12 months to
30 Nov 2024 30 Nov 2023
£000 £000
Composition of closing net cash
Cash and cash equivalents 26 2,782
Cash held in escrow - restricted cash - 850
Gross cash and cash equivalents for continued operations 26 3,632
Gross cash and cash equivalents in disposal group
1,081 505
Bank loans (6,500) (2,100)
Net (Debt)/Cash (5,393) 2,037
Consolidated Statement of Financial Position
Fixed Assets reduced in the year to £0.1m (FY23: £0.4m) after adjusted for
depreciation provided in the year (£0.1m).
Intangible Assets decreased to £nil (FY23: £5.6m) post the presentation of
Skymesh as a disposal Group
Working Capital
· Inventory days increased to 68 days (FY23: 16 days) due to stock
held to support the Starlink business unit. Carrying value of stock at the end
of the year was £0.6m (FY23: £0.1m)
· Debtor days increased to 19 days (FY23: 14 days) due to delayed
collections from resellers in the period. Trade Receivables closed the year at
£0.2m (FY23: £1.4m).
· Creditor days decreased to 36 days (FY23: 70 days) due to higher
opening Trade Payables paid in Q125.
Total net debt, excluding lease liabilities, increased in the year to £6.5m
excluding discontinued business of £1.4m (FY23: Net cash excluding
discontinued business £1.5m) and is explained further in the Cash Flow
Analysis section.
Statutory EPS and EPS for total company including discontinued operations
Statutory basic and diluted EPS loss per share decreased to 8.4p (FY24) from
8.0p (FY23).
Statutory EPS Pence
Audited Audited
12 months to 12 months to
30 Nov 30 Nov
2024 2023
Basic and diluted EPS attributable to ordinary shareholders from continuing (8.4) (8.0)
and discontinued operations
Basic and diluted EPS from continuing operations (5.4) (3.8)
Frank Waters
CEO
Bigblu Broadband plc
Consolidated statement of comprehensive income
12 months ended 30 November 2024
Continuing Operations
Audited Audited
12 months to 12 months
30 Nov to
2024 30 Nov
Note 2023
£000 £000
Revenue 696 668
Cost of goods sold (488) (119)
Gross Profit 208 549
Distribution and administration expenses 2 (2,561) (2,414)
Depreciation (81) (97)
Impairment of Fixed Assets - -
Amortisation (18) (18)
Operating Loss (2,452) (1,980)
Interest Payable 3 (685) (229)
Loss before Tax (3,137) (2,209)
Taxation charge (1) -
Loss from continuing operations (3,138) (2,209)
Loss from discontinued operations 4 (1,786) (2,492)
Loss for the period (4,924) (4,701)
Other comprehensive income / (expense)
Foreign currency translation difference 251 (406)
Total comprehensive loss for the period (4,673) (5,107)
(Loss) / Profit per share
Total - Basic EPS 5 (8.4p) (8.0p)
Total - Diluted EPS 5 (8.4p) (8.0p)
Continuing operations - Basic EPS 5 (5.4p) (3.8p)
Continuing operations - Diluted EPS 5 (5.4p) (3.8p)
Discontinued operations - Basic EPS 5 (3.0p) (4.2p)
Discontinued operations - Diluted EPS 5 (3.0p) (4.2p)
Adjusted earnings per share from continuing operations
Total - Basic EPS 5 (3.4p) (1.2p)
Total - Diluted EPS 5 (3.4p) (1.2p)
Bigblu Broadband plc
Consolidated statement of financial position
As at 30 November 2024
Note Audited Audited
As at As at
30 Nov 30 Nov
2024 2023
£000 £000
Non-Current Assets
Intangible assets - 5,553
Property Plant and Equipment 51 378
Investments 6,167 5,995
Deferred Tax asset - 800
Total Non-Current Assets 6,218 12,726
Current Assets
Inventory 561 111
Trade Receivables 244 1,432
Other Debtors 1,052 1,398
Cash and Cash Equivalents 26 3,632
1,883 6,573
Assets classified as held for sale 9,966 2,516
Total current assets 11,849 9,089
Current Liabilities
Trade Payables (368) (5,790)
Recurring Creditors and Accruals (565) (1,013)
Other Creditors (11) (233)
Payroll taxes and VAT (385) (564)
Lease liabilities - (143)
Provisions for liabilities and charges (685) (685)
Loans (6,500) (2,100)
(8,514) (10,528)
Liabilities associated with assets classified as held for sale
(5,860) (2,349)
Total Current Liabilities (14,374) (12,877)
Non-Current Liabilities
Deferred taxation - (616)
Total Non-Current Liabilities - (616)
Total Liabilities (14,374) (13,493)
Net Assets 3,693 8,322
Equity
Share Capital 8,827 8,783
Share Premium 8,608 8,608
Other Reserves 6 23,061 19,941
Revenue Reserves (36,803) (29,010)
Total Equity 3,693 8,322
Bigblu Broadband plc
Consolidated Cash Flow Statement
12 months ended 30 November 2024
Audited Audited
12 months 12 months ended
ended
30 Nov 2024 30 Nov 2023
£000 £000
Loss after tax from Continuing operations (3,138) (1,438)
Loss after tax from Discontinued operations (1,786) (3,263)
Loss for the year including Discontinued operations (4,924) (4,701)
Interest 840 287
Taxation (702) (529)
Amortisation of intangible assets 1,379 1,676
Impairment charges - 2,558
Depreciation of property, plant and equipment - owned assets 181 690
Depreciation of property, plant and equipment - ROU assets 636 712
Loss on net-assets disposed of 618 -
Foreign exchange variance and other non-cash items 359 218
(Increase) / Decrease in inventories (479) 406
Increase in trade and other receivables (396) (826)
(Decrease) / Increase in trade and other payables (2,725) 1,763
Loss / (Gain) on disposals of fixed assets 16 (39)
Operating cash flows after movements in working capital (5,197) 2,215
Interest paid (653) (258)
Tax paid (140) (297)
Net cash generated/(used) in operating activities (5,990) 1,660
Investing activities
Purchase of property, plant and equipment (172) (462)
Purchase of intangibles and investments (560) (2,766)
Proceeds from sale of property, plant and equipment - 62
Net cash used in investing activities (732) (3,166)
Financing activities
Proceeds from issue of ordinary share capital 44 39
Loans drawn down 4,400 2,100
Principal elements of lease payments (247) (691)
Cash generated from financing activities 4,197 1,448
Net decrease in cash and cash equivalents (2,525) (58)
Cash and cash equivalents at beginning of period 3,632 4,195
Cash in disposal group held for sale (1,081) (505)
Cash and cash equivalents at end of period 26 3,632
Bigblu Broadband plc
Condensed consolidated Reserves Movement
12 months ended 30 November 2024
Share Capital Share Premium Other Reserves Revenue Reserve Total
£000 £000 £000 £000 £000
Note 6
At 30 November 2022 8,763 8,589 20,347 (24,309) 13,390
Loss for the period - - - (4,701) (4,701)
Issue of shares 20 19 - - 39
Foreign Exchange Translation - - (406) - (406)
8,783 8,608 19,941 (29,010) 8,322
At 30 November 2023
Loss for the period - - - (4,924) (4,924)
Issue of shares 44 - - - 44
Foreign Exchange Translation - - 251 - 251
Reclassification on disposal - - 2,869 (2,869) -
8,827 8,608 23,061 (36,803) 3,693
At 30 November 2024
Bigblu Broadband plc
Notes to the financial statements
For the period ended 30 November 2024
1. Presentation of financial information and accounting policies
Basis of preparation
In the Group's audited accounts, the auditors indicate a disclaimer of
opinion. The basis of disclaimer, being that the Audited Accounts of the
Australian business Skymesh have not as yet been signed off locally despite
the fieldwork having been materially completed and the results included in the
group accounts. Please note that following its disposal in December 2024
Skymesh is treated as a discontinued business in the accounts of the Group and
we will continue to work with the new owners to sign off the accounts.
The condensed consolidated financial statements are for the full year ending
30 November 2024.
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 UK. The financial statements
have been prepared on a historical cost basis, except for the revaluation of
financial instruments.
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 Directors have prepared and reviewed projected cash flows for the
continuing Group, reflecting its current level of activity and anticipated
future plans for the next 12 months, from the date of signing. The Group is
currently loss-making, mainly because of depreciation, amortisation and
exceptional charges.
The Board have identified the key risks, highlighted in the Principal Risks
and Uncertainties section, pages 16 to 20
The Board also recognises a number of significant mitigating factors that
could protect the future going concern of the business. These include:
· Super-fast Broadband is already an essential utility for many and
even more so now, it is likely to be one of the last services that customers
will stop paying for
· Support from network partners including Starlink for the business
and customers including new operating models
· Ongoing support from MSA and recharges
· Material reduction in cost base
The Board has conducted stress tests against our business performance metrics
to ensure that we can manage any continuing risks. We recognise that a number
of our business activities could be impacted, and we have reflected these in
this analysis including supply chain disruptions, delays in sales or
installations, earnings, or cash generation. By modelling sensitivities in
specific KPIs such as volume of activations, churn, ARPU, margin, overhead and
FOREX, management is satisfied that it can manage these risks over the going
concern period.
The Board believes that the Group is well placed to manage its business risks
and longer-term strategic objectives successfully, with the latest management
information showing a string net cash position. Accordingly, we continue to
adopt the going concern basis in preparing these results.
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 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
2024.
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 for the continued operations are
analysed below. This is non-GAAP information, in which the allocation is
unaudited.
Audited Audited
As at As at
30 Nov 2024 30 Nov 2023
£000 £000
Employee related costs 860 826
Marketing and communication costs 15 34
Finance, Legal, IT, banking, insurance, logistics, AIM and Other costs 542 64
Underlying costs 1,417 924
% of Revenue 203.6% 138.3%
Depreciation 81 97
Impairment of Fixed Assets - -
Amortisation 18 18
Total Depreciation and Amortisation 99 115
% of Revenue 14.2% 17.2%
Professional and legal related costs associated with corporate activity and 1,144 1,490
restructuring / redundancy costs / disposals
Identified Exceptional Costs 1,144 1,490
% of Revenue 164.4% 223.1%
Total 2,660 2,529
% of Revenue 382.2% 378.6%
3. Interest Payable and Finance Costs
Audited Audited
As at As at
30 Nov 2024 30 Nov 2023
£000 £000
Revolving Credit Facility interest payable 551 226
Other interest payable 132 2
Lease interest expense 2 1
Total finance costs 685 229
Interest in the Condensed consolidated statement of comprehensive income is
total finance costs. The Revolving Credit Facility interest payable is in
respect of the Santander facility.
4. Profit and loss on Discontinued Operations
Group financial information for FY24 is set out below for the disposal groups.
FY23 comparative information in the Financial Statements has been adjusted to
reflect the revised split of activities between continuing and discontinued
operations.
Norway Disposal Group
Audited Audited
12 months to 12 months
30 Nov to 30 Nov
2024 2023
£000 £000
Revenue 1,644 4,157
Expenses (1,810) (7,420)
Loss before tax (166) (3,263)
Taxation on operations - -
Loss after tax of discontinued operations (166) (3,263)
Loss on sale of the subsidiary after tax (see below) (664) -
Loss from discontinued operations (830) (3,263)
Net cash (outflow) / inflow from operating activities (461) 830
Net cash outflow from investing activities (161) (424)
Net cash inflow / (outflow) from financing activities(1) 501 (408)
Net cash outflow from discontinued operations (121) (2)
Details of sale of subsidiary
Carrying amount of net assets sold (520) -
Expenses of sale (144) -
Loss on sale after tax (664) -
Assets and liabilities of disposal group disposed of
Audited as at disposal date 17 May 2024 Audited as at 30 November 2023
£'000 £'000
Assets disposed of / (Nov 23: classified as held for sale)
Property, plant and equipment 912 1,034
Intangible assets 62 85
Inventory 417 615
Cash 384 505
Trade receivables 557 67
Other receivables 81 210
Total assets of disposal group held for sale 2,413 2,516
Liabilities directly associated with assets disposed of / (Nov 23: classified
as held for sale)
Trade payables (728) (1,066)
Lease liabilities (385) (573)
Other payables (779) (710)
Total liabilities of disposal group held for sale (1,892) (2,349)
Australia Disposal Group
Audited Audited
12 months 12 months
to to 30 Nov
30 Nov 2023
2024 £000
£000
Revenue 22,183 25,269
Expenses (23,842) 25,027
Profit / (Loss) before tax (1,659) 242
Taxation on operations 703 529
Profit / (Loss) after tax of discontinued operations (956) 771
Net cash (outflow) / inflow from operating activities (1,565) 3,182
Net cash outflow from investing activities (143) (2,645)
Net cash outflow from financing activities (578) (174)
Net cash outflow from discontinued operations (2,286) 363
Assets and liabilities of disposal group held for sale
Audited as at30 Nov Audited as at 30 Nov
2024 2023
£'000 £'000
Assets classified as held for sale
Property, plant and equipment 933 -
Intangible assets 4,648 -
Deferred tax asset 981
Inventory 29 -
Cash 1,081 -
Trade receivables 1,424 -
Other receivables 870 -
Total assets of disposal group held for sale 9,966 -
Liabilities directly associated with assets classified as held for sale
Trade payables (2,867) -
Deferred tax liability (576)
Lease Liabilities (770)
Other payables (1,647) -
Total liabilities of disposal group held for sale (5,860) -
The cumulative foreign exchange gains /(losses) recognised in other
comprehensive income in relation to the Australia discontinued operation as at
30 November 2024 were £0.8m (FY23: (£0.4m) loss).
As at 30 November 2024 there was a carrying value of £24.8m (Investment
£17.9m, intercompany £6.3m and working capital £0.6m) relating to net
assets held for sale in the Parent company.
5. 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 and weighted average number of shares used in the
calculation are set out below:
Audited Audited
12 months to 12 months to
30 Nov 30 Nov
2024 2023
£000 £000
Loss for the period 4,924) (4,701)
Loss for the period from continuing operations (3,138) (2,209)
Loss for the period from discontinued operations (1,786) (2,492)
Loss attributable to shareholders (4,924) (4,701)
1,144 1,490
Add exceptional items
Add loss from discontinued operations 1,786 2,492
Amortisation 18 18
Adjusted loss attributable to shareholders (1,976) (701)
EPS Pence
Basic EPS(1) (5.4p) (3.8p)
Basic EPS from discontinued operations(2) (3.0p) (4.2p)
Total basic EPS attributable to ordinary shareholders(3)
(8.4p) (8.0p)
Adjusted basic EPS(4) (3.4p) (1.2p)
Diluted EPS from continuing operations(1) (5.4p) (3.8p)
Diluted EPS from discontinued operations(2) (3.0p) (4.2p)
Total diluted EPS attributable to ordinary shareholders(3)
(8.4p) (8.0p)
Adjusted diluted EPS(4) (3.4p) (1.2p)
Weighted average shares 58,610,072 58,524,645
Weighted average diluted shares 58,610,072 58,820,176
(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.
(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.
6. Other capital reserves
Foreign
Listing Reverse exchange Share Capital Total
Cost acquisition translation option redemption capital
Reserve Reserve reserve reserve reserve reserves
£000 £000 £000 £000 £000 £000
At 30 November 2022 (219) (3,317) (2,546) 309 26,120 20,347
Foreign Exchange Translation - - (406) - - (406)
At 30 November 2023 (219) (3,317) (2,952) 309 26,120 19,941
Foreign Exchange Translation - - 251 - - 251
Reclassification on disposal - - 2,869 - - 2,869
At 30 November 2024 (219) (3,317) 168 309 26,120 23,061
· Listing cost reserve
· The listing cost reserve arose from expenses incurred on AIM
listing.
· 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 differences 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.
· Capital Redemption reserve
· The capital redemption reserve relates to the cash redemption of
the bonus B shares issued in order to return c.£26m to ordinary shareholders.
7. Related party transactions
Transactions between the Company, its subsidiaries and resellers, which are
related parties, have been eliminated on consolidation where appliable and are
not disclosed within the financial statements or related notes.
Management charges from Parent to the other Group companies
During FY24 the Company made management charges on an arm's length basis to
its subsidiaries amounting to £1.4m (FY23: £1.6m). This income is reported
as part of the discontinued operations due to the disposals
As part of the reductions in the headcount within the plc the Company entered
into certain service contracts with Brdy Broadband Limited ("BRDY"), a company
of which Andrew Walwyn is a director (the "BRDY Contracts"). The BRDY
Contracts are summarised below:
License Agreement
The Company granted a license over certain trademarks to BRDY in relation to
the Brdy brand. In consideration for the rights granted by the Company to
BRDY, BRDY has agreed to pay the Company a notional annual license fee for
each period of usage for £29k in FY24 (FY23: £12k).
Service Agreement - Company to BRDY
The Company has a service agreement with BRDY. The services provided by the
Company to BRDY include legal and corporate finance support, IT, marketing,
and certain Executive support services (the "Services"). Costs and expenses
are charged on a time and material basis based on the time spent by
individuals performing the Services. This equated to £226k in FY24 (FY23:
£118k).
Service Agreement - BRDY to Company
The Company has a further service agreement with BRDY. The services provided
by BRDY to the Company primarily include finance, IT and tech support (the
"BRDY Services"). Costs and expenses are charged on a time and material basis
for the time spent by individuals performing the BRDY Services. This equated
to £308k in FY24 (FY23: £73k).
Products
In the normal course of events the Company has entered into reseller
agreements with BRDY for certain broadband products sold by the Company (the
"Products"). This equated to £299k in FY24 (FY23: £10k).
Post the disposal of the Norwegian operations these services reduced alongside
further BBB rationalisations. In addition, as at 30 November 2024 there was a
net debtor due to BBB by BRDY of £421k (FY23: £101k), with £278k provided
as a bad debt provision. There was also a net debtor due to BBB from the
Norwegian operations of £37k (FY23: £5k).
8. Intangible assets recognised in a business combination
Intangible assets acquired in a business combination and recognised separately
from goodwill are initially recognised at their fair value at the acquisition
date.
Amortisation is charged to profit or loss on a straight-line basis (within
administration expenses) over the estimated useful lives of the intangible
asset unless such lives are indefinite. These charges are included in other
expenses in profit or loss. Intangible assets with an indefinite useful life
are tested for impairment annually. Other intangible assets are amortised from
the date they are available for use. The useful lives are as follows:
· Customer Contracts - 2 years
· Intellectual Property - 3 years
9. Availability of the Full 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 6(th) Floor, 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 (https://www.bbb-plc.com)
10. Ultimate Controlling Party Note
No one shareholder has ultimate control over the business.
11. Post Balance Sheet Events
Disposal of SkyMesh Pty Ltd
As previously announced, on 23 December 2024 the Group completed its disposal
of Skymesh for a total consideration of up to AUD$50.2m (c£25.0m) of which
AUD$43.3m was received on completion (AUD$30m paid in cash and AUD$13.3m
through the issue of new shares in SKM Telecommunication, the acquirer of
Skymesh). Additional cash consideration could be received by the Group on the
first anniversary of the disposal on the following basis:
(i) 13.7% of the Headline Price (c.AUD$6.9m (c.£.3.5m)); plus
(ii) a cash amount equal to Skymesh's net profit after tax,
before depreciation and amortisation and unrealised foreign exchange
movements, but including management fees and exceptional items, for the month
of November 2024; plus
(iii) an amount equal to the excess of the Completion Payment
above the Completion Payment Cap if applicable; less
(iv) the balance of the Skymesh customer debt not collected
during the period of 6 months from 1 February 2025 which is greater than 120
days overdue relating to the implementation of the Pathfinder system in July
2023 which resulted in approximately $2.8m (the "Pathfinder Implementation
Debt") not being invoiced or slow to be invoiced and the subsequent delayed
collection of such due payments from customers; less
(v) the costs incurred by SKM Telecommunication in undertaking a
recovery program of the Pathfinder Implementation Debt under the direction of
the Company.
Norway Disposal
During the period we announced the disposal of our Norwegian operations for an
equity value of £1 to a team led by local management and Andrew Walwyn. In
addition, BBB will be entitled to a contingent Consideration as follows:
· If the Norwegian operations;
o in the period between 17 May 2024 and 16 May 2025, achieves an Adjusted
EBITDA of five hundred thousand pounds (£0.5m) or more, BBB will receive
twenty (20) percent of the Adjusted EBITDA for that period, within six months
of the period
o in the period between 17 May 2025 and 16 May 2026, achieves an Adjusted
EBITDA of one million pounds (£1.0m) or more, BBB will receive twenty (20)
percent of the Adjusted EBITDA for that period, within six months of the
period
· A deferred consideration was payable of up to NOK 2.3m (c£0.2m)
on the return, or release of the deposit held with networks, or a Trigger
Event. In addition, on the occurrence of a Trigger Event, including a listing,
additional consideration shall be payable of 20% of the proceeds less costs.
In February 25 the Norwegian business previously sold to management in May 24
subsequently received investment from a third party with local management
rolling their equity and Andrew Walwyn exiting the business at the transaction
date. The Group is entitled to c£0.1m proceeds net of expenses as this
constituted a trigger event.
Repayment of Revolving Credit facilities
Following receipt of the cash due to BBB on completion of the Skymesh
disposal, the Group repaid all its existing Revolving Credit Facilities with
Santander (including all charges and accrued interest) totaling, in aggregate,
£6.9m. We are very grateful to Santander who have been an extremely
supportive partner to the business since the facilities were put in place.
Tender Offer
In addition, in April 2025 the Group returned c.£6.1 million to Shareholders
through a tender offer of 15.25 million shares (representing approximately 26%
of the Group's issued share capital pre the tender offer) at a price of 40p
per ordinary share.
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