10th Apr 2013 07:00
For Immediate Release 10 April 2013
INTERNETQ PLC
('InternetQ', the 'Group' or the 'Company')
AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012
InternetQ, a leading provider of mobile marketing and digital entertainment solutions for mobile network operators and brand, is pleased to report its results for the year ended 31 December 2012.
Financial Highlights
·; Revenue up by 47% to €73.4 million (2011: €50.1 million)
·; Operating profit up by 77% to €7.1 million (2011: €4.0 million)
·; Adjusted EBITDA up by 66% to €12.2 million (2011: €7.4 million)
·; Adjusted operating profit up by 79% to €8.8 million (2011: €4.9 million)
·; Adjusted Profit after tax up by 131% to €7.7 million (2011: €3.3 million)
·; Adjusted Earnings Per Share (basic) up by 102% to €0.23 (2011: €0.12)
·; Capital Expenditure, including investments €7.9 million (2011: €5.5 million)
·; Cash and cash equivalents on 31st of December 2012 of€9.3 million (2011: €10.6 million) including restricted cash of €0.6 million (2011: €0.9million)
Above numbers are adjusted for share based compensation €757,515 (2011: €394,369) and one-off acquisition costs €895,518 (2011: €499,774) incurred during the year. A reconciliation with the respective figures included in the Annual Report and Accounts is presented in Note 10.
Operational Highlights
·; Continue to expand customer base to include over 165 corporate clients
·; Actively engaged with over 150 mobile Network operatorshaving delivered over 36 campaignsduring the year (2011: 28 campaigns);
·; Continue to invest in technology and people in order to maintain market leading position
o Minimob now live and gaining market traction
·; Continued focus on Southeast Asia, now 36% of the Group revenues (2011: 17%) and Africa, now 15% of revenues (2011:14%)
·; AKAZOO gaining market reach adding 1.4 million subscribers during 2012 across 22 different countries (2011: 14 countries)
·; Strong start to 2013 with trading in line with market expectations.
Panagiotis Dimitropoulos, Founder and Chief Executive Officer of InternetQ commented:
"2012 has seen us deliver another a year of strong operational performance coupled with the ongoing execution of strategic growth drivers. We have made important steps towards broadening both our offering and customer base whilst developing new products and partnerships. Our continued focus on innovation and technology will enable us to capitalise further on our services offering and market profile.
We remain confident that InternetQ is uniquely placed to benefit from the rapid growth in smart phone proliferation globally and look forward to continuing to create value for shareholders."
For further details:
InternetQ Panagiotis Dimitropoulos, Founder and CEO Veronica Nocetti, Chief Financial Officer | Tel: +30 (211) 101 1101 Tel: +30 (697) 811 7520 Tel: +30 (694) 420 5275 |
Buchanan Jeremy Garcia/Gabriella Clinkard |
Tel: +44 (0)20 7466 5000 |
RBC Capital Markets Stephen Foss / Pierre Schreuder / Daniel Conti |
Tel: +44 (0)20 7653 4000 |
Chairman's Statement
Dear Shareholders,
This being my last statement as an executive of INTERNETQ PLC ("INTERNETQ"), I am proud to report that fiscal 2012 was a year of exceptionally strong financial performance which has been achieved by continued expansion as well as technical innovation. For the third year in a row, we achieved record revenue, EBITDA and earnings per share. In particular, net income for our shareholders was a record €6 million, an increase of 148% over last year, and revenue topped € 73.4 million, up 47% from last year. Diluted earnings per share increased 125% to € 0.18, while adjusted for share-based acquisition costs and share-based employee compensation (as part of our long term talent retention program)EPS stood at a record € 0.23, as opposed to €0.12 the year before.
Our success was driven by improved results in each of our businesses and reflects the strength of our entire portfolio. Most importantly, it reflects the strength of our mission, people, technology and value system. It's also the result of our long-term strategy and the significant technology investments we've made over the last several years to ensure that we continue to find new ways to monetize global mobile commerce.
Over the last three years, we have built an extended network of carrier connectivities, content partners and marketing partners that provide enormous opportunities for us to continue creating high-quality experiences for mobile audiences in a growing number of emerging markets. More specifically, since our IPO we have focused on three key strategic priorities that have been critical to our success: a) expand of our network operations beyond Eastern Europe and into new high growth markets, b) improve our technological solutions to offer advanced mobile marketing services on smartphones, as well as the traditional SMS based campaigns and c) develop our AKAZOO offering into a fully-fledged mobile music service able to compete on a global scale. I am proud to say that fiscal 2012 has been another year of great achievement for our businesses in all of these key areas.
In 2012 we underwent critical management changes to ensure that the business can continue growing successfully in the longer term. In April 2012we recruited Bob Beveridge, a highly valued non-executive that has brought better balance to the board's function and more strength to its governance. Moving on, in November 2012, I stepped aside from the position of Chief Executive and assumed the role of Chairman, paving the way for Panagiotis Dimitropoulos to assume his natural leadership role in the company he founded. At the same time, we re-structured our organization going forward, to align our cost base with the future needs of the companyand re-allocating resources to better meet the growth potential across our entire portfolio.
By all accounts and any measure, 2012 was an extraordinary year for INTERNETQ. Our achievements are a testament to the commitment and tireless work of our incredibly talented employees around the world. Our results reflected the sound execution of our business plans, centered on global expansion and disciplined cost and asset management. Among our achievements, we delivered our highest-ever sales and income, made substantial investments to expand our worldwide footprint, and continued an aggressive launch of advanced new products like the new version of AKAZOO and MiniMob, a promising new platform that deliversongoing mobile marketing messages via push notification on the operating systems of smartphones.
Despite persistent global economic concerns, longer-term trends based on population growth and rising living standards remain strong. It is widely believed that smartphone penetration will continue expanding at double-digit rates over the next several years and that a growing number of products and services will be marketed over the mobile network. Hence the need for high-quality, innovative mobile marketing capabilities like the ones we are continually developing. To illustrate the potential force of these tailwinds, consider that while economic growth for much of the world has stalled in the last several years, the overall "mobility" has fared remarkably well. Mobile network subscriptions keep rising, device proliferation is picking up pace and broadband is expanding and becoming more affordable.
As a result, InternetQ remains well positioned to enjoy growing profits even in an uncertain global economy and, longer term, to benefit from broad trends and favorable industry tailwinds that we believe hold great promise for our future.
On behalf of everyone at InternetQ, I thank you for your continued support and confidence. You can count on the team to do its best to continue achieving fantastic results and deliver exceptional shareholder value in the future.
Chief Executive Officer's Review
Introduction
I am delighted to report another strong operational performance from INTERNETQ over the last 12 months. 2012 represents a year of renewed operational progress in which we remain focused on three core growth drivers:
·; The delivery of strong organic growth across all business units;
·; Increase operational presence in Asia and Africa, further capitalizing on InternetQ's established market presence;
·; Actively pursue selective bolt-on acquisitions that accelerate our technology capabilities or enhanced our geographic footprint.
By focusing on these core objectives, the Group has been able to deliver such impressive results for shareholders.
As CEO, my mission has been to focus on operational excellence, ensuring the business delivers sustainable revenue growth over the longer term. Our strategic progress is underpinned by our internal systems, coupled with an entrepreneurial spirit that you would associate with a fasted paced technology company.
Whilst we continue to invest in our mobile marketing operations, which remains a core component of INTERNETQ, our team is making substantial progress with our entertainment platform, AKAZOO. Both business units are geared towards the faster growing emerging economies, where we continue to see good growth going forward. Our focus on Emerging Asia is ever present, which is supported by IMF research which forecasts the region to deliver 7.7% GDP growth in 2013.
Turning to our financial performance, we are delighted to report a significant increase of revenues in the period supported by an ever improving profit margin. Our collective aim is to continue this positive trend going forward which we believe can be achieved by a combination of strategic sales initiatives and product development and innovation.
Turning to the numbers, revenues increased 47% in 2012 to €73.4 million (2011: €50.1 million), with all business segments delivering a substantial sales growth. Revenues from core Mobile Marketing activities grew by 40% to €57.5 million (2011: €41.2 million) while revenues from AKAZOO grew by 90% to €11.4 million (2011: €6 million).
The geographic diversity of our business was improved by strong growth in Asia which now comprises 36% (2011: 17%) of Group revenues, and Africa, now 15% of revenues (2011: 14%). Europe now represents 40% of sales, down from 61% in 2011.
The focus on delivering an improved profit level has resulted in pre-tax profit and adjusted pre-tax profit increasing112% and 106% respectively, with our EBITDA margin and adjusted EBITDA margin of 14.4% and 16.7% respectively (adjusted figure relate to share incentive plans and acquisition costs amounting to €1.7 million - Note 10), our best performance to date.
In summary, our business momentum remains very strong and the Group is well placed to continue to generate sustainable profit growth for our shareholders.
Divisional overview
Our business operates three distinct but interconnecting spheres- mobile marketing, premium digital entertainment and smartphone app advertising. InternetQ has evolved tremendously since its initial listing; anticipating the market direction and particularly, the overwhelming uptake for smartphones.
In short, InternetQ provides large-scale mobile, social and app-driven marketing solutions that effectively leverage the massive global adoption of connected devices:
MobiDialog
InternetQ's proven mobile marketing platform produced another strong performance during 2012. Over the last 12 months, the platform delivered over 36 campaigns, working alongside over 150 mobile network operators and media companies alike. Our ability to rapidly implement targeted, interactive and measurable campaigns continues to fuel this business, presenting a compelling and truly mass market platform. Our web based interface enables all our campaigns to be accessed, managed and maintained in real time.
MobiDialog remains a core feature of our business and its ability to deliver profitable campaigns for our customers throughout the duration of the campaign means it continues to appeal to marketing departments and finance team alike.
AKAZOO
INTERNETQ's premium digital mobile content hub continues to gain market share in what is a highly interactive and socially developed environment. At present, Akazoo (accessible via Web & Mobile Apps) focuses on delivering localized music content to subscribers located across 22 different countries, an increase of 8 countries compared to 2011. During the last 12 months, Akazoo added 1.4 million subscribers of which 0.2 million were paying for premium subscription services at an average monthly revenue rate per subscriber €1.83. The AΚΑΖΟΟ service continues to grow in popularity, with Asia a key region of growth.
Given the heightened popularity for online music services, AKAZOO continues to thrive as demand for local content alongside more mainstream tastes continues to drive subscriber growth. In addition, the services mobile payment function is underpinning our early success in key emerging territories of South East Asia and Africa where credit card payment are unpopular and mobile commerce is more widespread.
AKAZOO is a key technology initiative for the Group and remains crucial as we develop new services aimed at the next generation of tablet and smart phone devices. Mobile commerce is very much entertainment based and this offering is specially tailored for that audience.
Minimob
InternetQ recently launched a value-added smartphone 'push notification' platform in February 2013, which facilitates commercial opportunities for App developers and publishers personalized promotions. The Company's strategic aim is to ensure InternetQ is immersed in the app space, aligning ourselves with software developers.
The platform enables App developers to maximise the success of their Apps, by allowing them to quickly set up promotional campaigns and build a communication strategy, thereby extending the life and value of the App. MiniMob.com is an industry first as it is the only completely free service to offer unlimited messaging to an infinite number of App end users, with no third party advertisements.
Minimob solves multiple systemic issues that are holding back the success of traditional mobile advertising networks, allowing for opt-in promotion campaigns that keep Apps 'alive' on handsets and generate significant operational co-efficiencies. Monetization of Minimob occurs as a percentage of the revenue that App developers and publishers gain from the personalized campaigns.
Industry dynamics
In terms of the broader world economy, the emerging economies are still outpacing the more established economies of Europe and North America. The IMF global economic outlook noted through 2013, that World output (in GDP terms) should hit an improving 4.1 percent however 'Emerging Asia' will show the growth at a healthy 7.7 percent. INTERNETQ continues to focus on the Asian markets where it already has built up a solid platform for growth and sees significant potential for expansion.
The global mobile outlook continues to remain strong. Estimates are already pointing to 4.6 billion active users across approximately 9.1 billion connections by 2015 (including a broadband base of 3.2 billion). InternetQ already has direct access to 2.4 billion subscribers and growing fast.
The outlook for Smartphone global penetration rates continues to accelerate. InternetQ has primarily focused on Android, which now has 75% of all smartphones being released globally. It should be also noted that, for example, in countries like Singapore and Indonesia, smartphone sales have now reached 85% and 62% respectively of all mobile devices purchased. These remain key geographies for our business.
Outlook
The last 12 months has seen a strong financial performance delivered by the Group with the Board noting that this trend has continued into the first quarter of 2013. Whilst our core mobile marketing initiatives continue to underpin this performance, we do see a greater level of importance coming from our AKAZOO platform as we roll out the service internationally. The increase in smart phone penetration globally will drive this growth where we have made significant investment in the platform.
We continue to invest in market leading technology, as clearly demonstrated by the launch of our 'Minimob' app product, which continues to receive favorable market feedback from industry experts. Our stated growth strategy is clear and we will continue to evaluate target bolt-on acquisitions that accelerate the Group's customer and geographical reach.
2013 has started strongly and our new business pipeline remains strong. Therefore, the Board remains confident that trading will continue to develop in line with market expectations.
Chief Financial Officer's Review
For the Financial Year 2012, INTERNETQ has comprehensively delivered its best ever performance in terms of revenues and profits.
The Company's performance, and collective ability to deal with the challenging operational environment during the past year is not only a result of strong operational execution but can also be attributed to our strategic approach to managing costs, cash flow and our balance sheet.
During 2012 we focused on the strict control of the Group's operational expenses. Our aim in the past year has been to reduce or eliminate all non-essential or embedded costs and to cut back on less profitable projects. Secondly, we have taken measures to reduce working capital needs and improve cash conversion.
Group revenues in 2012 amounted to €73.4 million representing 47% growth compared to previous year (2011: €50.1 million), with all segments delivering substantial sales growth. Revenues from Mobile Marketing activities grew by 40% to €57.5 million (2011: € 41.2 million) while revenues from AKAZOO grew by 90% to € 11.4 million (2011: € 6 million).
Administration costs increased by 21% compared to the previous year, primarily due to the share incentive plan granted to employees and to the share based payments related to the acquisition of I-POP. EBITDA grew by 64% to €10.6 million (2011: €6.5 million), a margin of 14.4% (2011: 12.9%). Adjusted EBITDA grew by 66% to €12.2 million (2011: €7.4 million) a margin of 16.7% (2011: 14.7%). Profit after income tax for the year reached €6 million compared to €2.4million for 2011. Adjusted Profit after Income tax for the year reached €7.7 million compared to €3.3 million for 2011(adjusted figures relate to share incentive plans and acquisition costs amounting to €1.7 million - Note 10).
Investment in AKAZOO and Mini Mob platforms resulted in an increase in capital expenditure. Total capital expenditure including intangibles for the year ended 31 December 2012 stood at €7.9 million, an increase of 44% from the previous year (2011: € 5.5 million).
The Group ended 2012 with €7.1 million net cash (2011: €8.2 million), which consisted of €9.3 million (2011: €10.6 million) cash and cash equivalents and restricted cash and €2.2 million (2011: €2.4 million) bank debt. The terms and conditions of the Group's borrowing agreements continue to be relatively favourable. Our €0.5 million bond loan arrangement matures in April 2013 and another €0.34 million term loan matures in March 2014.
INTERNETQ is entering 2013 in a stronger financial position than the one we found ourselves at the beginning of 2012 having delivered financial results beyond expectations. A significant proportion of this success can be attributed to our dedicated efforts to balance strict cost control with selective investment, to reduce working capital needs and increase cash conversion, and to reinforce the Group's financial position.
We have positioned the Group more strongly from an operational, as well as from a financial, standpoint, and we will continue to capitalize on this position going forward.
Group Income Statements
For the year ended 31 December 2012
(Amounts in Euro except share information, per share data and unless otherwise stated)
Group | ||||
Notes | 2012 | 2011 | ||
Revenues | 1 | 73,431,504 | 50,076,541 | |
Cost of sales | (35,187,749) | (26,603,228) | ||
Gross profit | 38,243,755 | 23,473,313 | ||
Other operating income | 174,273 | 265,123 | ||
Selling and distribution costs | (26,511,544) | (15,780,609) | ||
Administrative expenses | (4,779,444) | (3,942,373) | ||
Operating profit / (loss) | 7,127,040 | 4,015,454 | ||
Finance costs | 2 | (586,818) | (1,042,659) | |
Finance income | 2 | 361,065 | 288,023 | |
Profit / (loss) before tax | 6,901,287 | 3,260,818 | ||
Income tax | 3 | (899,587) | (840,099) | |
Profit / (loss) after income tax | 6,001,700 | 2,420,719 | ||
Attributable to: | ||||
Equity holders of the parent | 6,001,700 | 2,420,719 | ||
Earnings per share basic | 0.18 | 0.08 | ||
Earnings per share diluted | 0.18 | 0.08 |
The accompanying notes are an integral part of the financial statements.
Group Statements of comprehensive income
For the year ended 31 December 2012
(Amounts in Euro except share information, per share data and unless otherwise stated)
Group | ||||
2012 | 2011 | |||
Profit / (loss) for the year | 6,001,700 | 2,420,719 | ||
Other comprehensive income | - | - | ||
Exchange differences on translation of foreign operations net of tax | 511,432 | 464,085 | ||
Other comprehensive income / (loss) for the year | 511,432 | 464,085 | ||
Total comprehensive income/ (loss) for the year | 6,513,132 | 2,884,804 | ||
Attributable to: | ||||
Equity holders of the parent | 6,513,132 | 2,884,804 |
The accompanying notes are an integral part of the financial statements.
Group Statements of financial position
As at 31 December 2012
(Amounts in Euro except share information, per share data and unless otherwise stated)
Group | ||||
Notes | 2012 | 2011 | ||
Assets | ||||
Non-current assets | ||||
Property, plant and equipment | 5 | 2,185,663 | 2,067,758 | |
Investment property | 505,700 | 535,000 | ||
Investment in subsidiaries | - | - | ||
Goodwill | 3,097,051 | 2,910,315 | ||
Intangible assets | 6 | 11,292,011 | 7,017,598 | |
Non-current financial assets | 2,602,605 | - | ||
Other non-current assets | 102,607 | 89,533 | ||
Deferred tax assets | 452,121 | 924,184 | ||
Total non-current assets | 20,237,758 | 13,544,388 | ||
Current assets | ||||
Trade receivables | 30,406,390 | 12,419,804 | ||
Prepayments and other receivables | 2,889,232 | 13,617,921 | ||
Current financial assets | 102,519 | - | ||
Cash and cash equivalents | 7 | 8,697,402 | 9,657,296 | |
Restricted cash | 7 | 633,538 | 926,136 | |
Total current assets | 42,729,081 | 36,621,157 | ||
Total assets | 62,966,839 | 50,165,545 | ||
Equity and liabilities | ||||
Equity attributable to equity holders of the parent company | ||||
Share capital | 8 | 105,345 | 94,884 | |
Share premium | 8 | 34,227,669 | 25,376,214 | |
Other components of equity | 8 | 1,199,047 | 936,057 | |
Exchange differences | 647,671 | 136,239 | ||
Retained Earnings | 10,900,407 | 4,898,707 | ||
Total equity | 47,080,139 | 31,442,101 | ||
Non-current liabilities | ||||
Interest-bearing loans and borrowings | 9 | 240,100 | 841,900 | |
Employee benefits liability | 31,463 | 27,668 | ||
Provisions | 51,830 | 66,130 | ||
Deferred tax liability | 173,467 | 153,920 | ||
Total non-current liabilities | 496,860 | 1,089,618 | ||
Current liabilities | ||||
Trade payables | 10,807,890 | 7,719,152 | ||
Interest-bearing loans and borrowings | 9 | 1,380,509 | 1,381,231 | |
Current portion of interest-bearing loans and borrowings | 9 | 601,800 | 143,468 | |
Income tax payable | 673,677 | 860,957 | ||
Accruals and other current liabilities | 1,925,964 | 7,529,018 | ||
Total current liabilities | 15,389,840 | 17,633,826 | ||
Total liabilities | 15,886,700 | 18,723,444 | ||
Total equity and liabilities | 62,966,839 | 50,165,545 |
The accompanying notes are an integral part of the financial statements.
Statements of changes in equity
For the year ended 31 December 2012
(Amounts in Euro except share information, per share data and unless otherwise stated)
Group | Share capital | Share premium | Other components of equity | Exchange differences | Retained Earnings | Total |
Balance at 1 January 2011 | 79,400 | 9,203,906 | - | (327,846) | 2,477,988 | 11,433,448 |
Profit after income tax | - | - | - | - | 2,420,719 | 2,420,719 |
Other comprehensive income/(loss) | - | - | - | 464,085 | - | 464,085 |
Total comprehensive income | - | - | - | 464,085 | 2,420,719 | 2,884,804 |
Share capital increase (Note 8) | 15,484 | 16,814,493 | - | - | - | 16,829,977 |
Transaction costs | - | (642,185) | - | - | - | (642,185) |
Contingent Consideration | - | - | 936,057 | - | - | 936,057 |
Balance at 31 December 2011 | 94,884 | 25,376,214 | 936,057 | 136,239 | 4,898,707 | 31,442,101 |
Balance at 1 January 2012 | 94,884 | 25,376,214 | 936,057 | 136,239 | 4,898,707 | 31,442,101 |
Profit after income tax | - | - | - | - | 6,001,700 | 6,001,700 |
Other comprehensive income/(loss) | - | - | - | 511,432 | - | 511,432 |
Total comprehensive income | - | - | - | 511,432 | 6,001,700 | 6,513,132 |
Share capital increase (Note 8) | 10,461 | 8,522,109 | - | - | - | 8,532,570 |
Transaction costs (Note 8) | - | (379,835) | - | - | - | (379,835) |
Share incentive plan | - | - | 232,781 | - | - | 232,781 |
Contingent consideration | - | 709,181 | (522,445) | - | - | 186,736 |
Share based payments for business combinations | - | - | 552,654 | - | - | 552,654 |
Balance at 31 December 2012 | 105,345 | 34,227,669 | 1,199,047 | 647,671 | 10,900,407 | 47,080,139 |
The accompanying notes are an integral part of the financial statements.
Statements of cash flows
For the year ended 31 December 2012
(Amounts in Euro except share information, per share data and unless otherwise stated)
Group | |||
Notes | 2012 | 2011 | |
Cash flows from operating activities | |||
Profit/ (loss) before income taxes | 6,901,287 | 3,260,818 | |
Adjustments for: | |||
Depreciation and amortisation | 3,449,939 | 2,442,659 | |
Valuation of investment property | 29,300 | 72,000 | |
Loss / (gains) on disposal of property, plant, and equipment | 10,076 | (13,842) | |
Losses on disposal of intangible assets | - | 12,130 | |
Finance income | (181,896) | (100,618) | |
Finance costs | 390,394 | 428,286 | |
Realised gains on derivatives | - | (6,328) | |
Share incentive plan expense | 487,917 | 343,960 | |
Non-Executive Directors share incentive plan expense | 269,598 | 50,409 | |
Share based payments for business combinations | 895,518 | - | |
Allowance for doubtful trade and other receivables | 122,438 | 268,892 | |
Reversal of provision | (14,300) | (59,870) | |
Provision for employee benefits liability | 85,592 | 47,737 | |
Net cash before working capital changes | 12,445,863 | 6,746,233 | |
(Increase)/ decrease in: | |||
Trade receivables | (18,023,830) | (7,578,313) | |
Prepayments and other receivables | 10,449,686 | (9,746,353) | |
Other non-current assets | (13,074) | (2,546) | |
Increase/ (decrease) in: | |||
Trade payables | 2,853,344 | 3,441,331 | |
Accruals and other current liabilities | (5,629,414) | 2,781,088 | |
Income taxes paid | (387,521) | (889,122) | |
Payment of employee benefits liability | (81,797) | (36,572) | |
Other non-current liabilities | - | (300) | |
Net cash from operating activities | 1,613,257 | (5,284,554) | |
Cash flows from investing activities | |||
Capital expenditure for property, plant and equipment | (723,966) | (1,586,657) | |
Proceeds from disposals of property, plant and equipment | 43,591 | 25,986 | |
Increase of intangible assets | (6,936,563) | (4,042,151) | |
Acquisition of subsidiaries (net of cash acquired) | - | 399,163 | |
Decrease / (increase) in restricted bank accounts | 292,599 | (407,617) | |
Interest and related income received | 106,500 | 95,879 | |
Net cash (used in) / from Investing Activities | (7,217,839) | (5,515,397) | |
Cash flows from financing activities | |||
Proceeds from the issuance of share capital | 7,281,368 | 12,836,487 | |
Purchase of financial assets | (2,639,886) | - | |
Payments of long term borrowings | (143,468) | (143,468) | |
Payment of short term borrowings | (723) | (891,719) | |
Finance costs paid | (364,035) | (408,056) | |
Net Cash used in Financing Activities | 4,133,256 | 11,393,244 | |
Effect of exchange rates' changes on flows and cash | 511,432 | 429,398 | |
Net (decrease) / increasein cash and cash equivalents | (959,894) | 1,022,691 | |
Cash and cash equivalents at beginning of year | 9,657,296 | 8,634,605 | |
Cash and cash equivalents at end of the year | 7 | 8,697,402 | 9,657,296 |
The accompanying notes are an integral part of the financial statements.
1. Segment Information
For management purposes the Group is organised into business units based on its services. Consequently, the Group has five reportable operating segments as follows:
·; The Mobile Marketing operating segment: Specially designed for campaigns on mobile telecommunications networks.
·; The AKAZOO operating segment: Services offering access to digital content (music, games, subscriptions) from the Group's platform AKAZOO.
·; The Legacy operating segment: Media Services involving audience through compelling promotions, programs and live shows that draw attention to content.
·; The Aggregation Services operating segment: Services that enable customers' billing directly via the users' mobile phone.
·; Investment Properties: Rental income from operating leases.
No operating segments have been aggregated to form the above reportable operating segments.
In 2011 the Group has decided to split the previously reported Mobile Entertainment segment into two separate segments and report AKAZOO segment separately from the Legacy segment. The significant increase of AKAZOO business during 2011, in connection with the intentions of the management and the future trends in the specific segment, resulted in management assessing AKAZOO and its operating results separately for the purpose of decision making. At the same time the declining Legacy business (mainly Greek based) was the reason for management deciding to monitor the specific business as a separate segment.
The Group, in 2011 after the acquisition of I-POP in South East Asia, decided to report the aggregation services as a separate segment. The Group through this segment provides a unique, yet proven, combination of technology, software and creative services that enables the rapid development, distribution and billing for digital content, media licensing and marketing services. These services can be more easily summarized as Billing/Aggregation (that enables I-POP's partners to bill for services directly via a users' mobile phone), media content and format exploitation (for integrated brand marketing campaigns and TV shows), and enterprise solutions, that make the most out of today's mobile media revolution for corporate clients.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss (minus any costs that are not allocated to segments) and is measured consistently with operating profit or loss in the consolidated financial statements.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties. Segment income, expenses and results will include those transfers between business segments which eliminated on consolidation.
The following table represents revenue and profit information regarding the Group's operating segments for the year ended 31.12.2012.
2012 | Mobile Marketing | Akazoo | Legacy | Aggregation Services | Investment Properties | Adjustments and eliminations | Consolidated |
Revenue | |||||||
External customer | 57,487,351 | 11,439,473 | 1,167,300 | 3,322,980 | - | - | 73,417,104 |
Related parties | - | - | - | - | 14,400 | - | 14,400 |
Inter-segment | 4,467,941 | 3,268,290 | - | - | - | (7,736,231) | - |
Total revenue | 61,955,292 | 14,707,763 | 1,167,300 | 3,322,980 | 14,400 | (7,736,231) | 73,431,504 |
Segment profit /(loss) | 9,866,221 | (941,174) | (213,701) | (654,982) | (33,806) | - | 8,022,558 |
Segment profit / (loss) includes the following: | |||||||
Depreciation and amortisation | (1,835,884) | (1,388,575) | (122,970) | (102,510) | - | (3,449,939) | |
Operating Assets | 70,776,773 | 24,277,982 | 2,313,428 | 3,305,441 | 506,421 | (38,665,327) | 62,514,718 |
Operating Liabilities | 37,063,696 | 10,953,789 | 1,032,253 | 2,407,711 | 25,025 | (38,665,327) | 12,817,147 |
Other disclosures | |||||||
Capital expenditure | 8,558,138 | 1,487,127 | 42,830 | 74,601 | - | (2,266,771) | 7,895,925 |
1. Inter-segment revenues are eliminated on consolidation.
2. Segment profit / (loss) does not include acquisition costs (€895,518), finance income (€361,065), finance costs (€586,818) and income tax expense (€899,587) as these items are managed on a group basis.
3. Segment assets do not include deferred tax asset (€452,121), as this asset is managed on a group basis.
4. Segment liabilities do not include interest bearing loans and borrowings (€2,222,409), deferred tax liabilities (€173,467) and current income tax payable (€ 673,677), as these liabilities are managed on a group basis.
5. Capital expenditure consists of additions of property, plant and equipment and intangible assets.
Revenues from three clients (partners with which the Group conducts campaigns in the regions of Middle East, Africa and Russia) which amounted to €49,331,188 (86% of total Mobile Marketing revenues) are included within the mobile marketing segment, revenues from five clients which amounted to €7,640,697(67% of total Akazoo revenues) are included within the AKAZOO segment, revenues from three clients which amounted to €1,080,122(93% of total Legacy revenues) are included within the Legacy segment, while revenues from two clients which amounted to € 2159,459 (65% of total Aggregation revenues) are included in the aggregation services segment.
The following table represents revenue and profit information regarding the Group's operating segments for the year ended 31.12.2011.
2011 | Mobile Marketing | Akazoo | Legacy | Aggregation Services | Investment Properties | Adjustments and eliminations | Consolidated |
Revenue | |||||||
External customers | 41,173,467 | 6,005,800 | 1,240,731 | 1,645,743 | - | - | 50,065,741 |
Related parties | - | - | - | - | 10,800 | - | 10,800 |
Inter-segment | 4,444,132 | 2,093,873 | - | - | - | (6,538,005) | - |
Total revenue | 45,617,599 | 8,099,673 | 1,240,731 | 1,645,743 | 10,800 | (6,538,005) | 50,076,541 |
Segment Operating profit /(loss) | 6,163,158 | (1,350,382) | (370,689) | (345,239) | (81,394) | - | 4,015,454 |
Segment profit / (loss) includes the following: | |||||||
Depreciation and amortisation | (790,026) | (1,384,047) | (99,260) | (169,326) | - | - | (2,442,659) |
Operating Assets | 51,851,359 | 12,776,892 | 1,996,313 | 4,064,678 | 537,584 | (21,985,465) | 49,241,361 |
Operating Liabilities | 28,018,426 | 6,343,725 | 1,297,457 | 1,647,673 | 20,152 | (21,985,465) | 15,341,968 |
Other disclosures | |||||||
Capital expenditure | 3,107,564 | 4,898,744 | 141,315 | 157,033 | - | (2,809,168) | 5,495,488 |
1. Inter-segment revenues are eliminated on consolidation.
2. Segment operating profit does not include finance income (€288,023), finance costs (€1,042,659) and income tax expense (€840,099) as these items are managed on a group basis.
3. Segment assets do not include deferred tax asset (€924,184), as this asset is managed on a group basis.
4. Segment liabilities do not include deferred tax liabilities (€153,920), interest bearing loans and borrowings (€2,366,599) and current income tax payable (€ 860,957), as these liabilities are managed on a group basis.
5. Capital expenditure consists of additions of property, plant and equipment and intangible assets.
Revenues from four clients which amounted to €30,112,370 (73% of total Mobile Marketing revenues) are included within the mobile marketing segment, revenues from three clients which amounted to €4,060,561 (68% of total Akazoo revenues) are included within the AKAZOO segment, while revenues from three clients which amounted to €1,001,038 (81% of total Legacy revenues) are included within the Legacy segment.
Geographic information
Revenues from external customers | 2012 | 2011 | |
Europe (including CIS) | 30,143,654 | 30,788,226 | |
Latin America | 22,552 | 17,391 | |
Middle East (including Turkey) | 5,116,157 | 3,552,775 | |
Africa | 11,278,400 | 7,030,604 | |
Asia | 26,870,741 | 8,687,545 | |
Total Revenues | 73,431,504 | 50,076,541 |
The Company being only the holding company of the Group has no operations in the country of domicile. Revenues in Europe include mainly revenues in Russia, Poland and Greece corresponding to approx. 21% (2011:22%), 9% (2011: 22%) and 4% (2011: 7%) of the Group's revenues respectively. In addition, revenues in Turkey amount to 3% of the Group's revenues (2011: 6%).
Non-current assets
2012 | 2011 | ||
Europe (including CIS) | 15,446,648 | 8,170,545 | |
Latin America | - | 344 | |
Middle East (including Turkey) | 4,215 | - | |
Africa | - | - | |
Asia* | 4,334,774 | 4,449,315 | |
Total non-current assets | 19,785,637 | 12,620,204 | |
- | - |
Non-current assets include property, plant, and equipment, goodwill and other intangible assets, investment properties, non-current financial assets and other non-current assets.
2. Finance income / (costs)
Finance income/ (costs) in the accompanying financial statements are analysed as follows:
Group | ||||
2012 | 2011 | |||
Interest on short term borrowings (Note 2) | (116,708) | (142,063) | ||
Interest on long term borrowings (Note 2) | (47,270) | (49,712) | ||
Exchange differences | (196,424) | (614,373) | ||
Other finance costs | (226,416) | (236,511) | ||
Total finance costs | (586,818) | (1,042,659) | ||
Interest earned | 181,625 | 96,330 | ||
Derivatives valuation | - | 6,328 | ||
Exchange differences | 179,169 | 181,077 | ||
Other finance income | 271 | 4,288 | ||
Total finance income | 361,065 | 288,023 | ||
Total finance income/ (costs) net | (225,753) | (754,636) |
3. Income tax
The amounts of income taxes which are reflected in the accompanying income statements are analysed as follows:
Group | ||||
2012 | 2011 | |||
Current income taxes | 407,978 | 1,047,904 | ||
Deferred tax | 491,609 | (207,805) | ||
Total charge for income taxes | 899,587 | 840,099 |
The reconciliation of income taxes reflected in the income statements and the amount of income taxes determined by the application of the Company's statutory tax rate to pretax income is summarized as follows:
Group | |||
2012 | 2011 | ||
Profit/(loss) before income taxes | 6,901,287 | 3,260,818 | |
Income tax calculated at the nominal applicable rate (24.5%) (2011: 26.5 %) | 1,690,815 | 864,117 | |
Effect of income/loss subject to different tax rates | (969,769) | (493,030) | |
Reversing/originating temporary differences | 93,136 | 185,035 | |
Tax effect on non-tax deductible expenses and non-tax deductible income | (216,642) | (83,746) | |
Tax effect on tax losses for which no deferred tax was recognized | 342,562 | 364,234 | |
Accruals for unaudited tax year | - | 63,149 | |
Other | (40,515) | (59,660) | |
Total charge for income taxes | 899,587 | 840,099 |
4. Earnings per share
Basic earnings/ (loss) per share amounts are calculated by dividing net profit/ (loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equityholders of the parent by the weighted averagenumber of ordinary shares outstanding during the year plus the weighted average number of ordinary sharesthat would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted earnings per share computations:
Group | |||
2012 | 2011 | ||
Net profit attributable to ordinary equity holders of the parent from continuous operations |
6,001,700 |
2,420,719 | |
Weighted average number of ordinary shares for basic earnings per share | 32,648,605 | 28,559,202 | |
Earnings per share basic | 0.18 | 0.08 | |
Weighted average number of ordinary shares for basic earnings per share | 32,648,605 | 28,559,202 | |
Effect on dilution: | |||
Deferred consideration shares | 62,826 | 173,694 | |
Acquisition costs / share based payments | 50,556 | - | |
Share incentive plan | 290,889 | - | |
404,271 | 173,694 | ||
Weighted average number of ordinary shares adjusted for the effect of dilution | 33,052,876 | 28,732,896 | |
Earnings per share diluted | 0.18 | 0.08 |
5. Property, plant and equipment
Property, plant and equipment of the Group are analysed as follows:
Leasehold improvements | Furniture and other equipment | Transportation means | Network equipment and computer hardware | Total | |
Cost | |||||
At 1 January 2011 | 367,889 | 938,071 | 108,255 | 1,838,712 | 3,252,927 |
Additions | 149,560 | 209,001 | 10,000 | 1,143,839 | 1,512,400 |
Additions from Acquisitions* | - | 24,146 | - | 45,455 | 69,601 |
sales/ write offs | - | (148,126) | - | (30,559) | (178,685) |
At 31 December 2011 | 517,449 | 1,023,092 | 118,255 | 2,997,447 | 4,656,243 |
Additions | 97,812 | 100,048 | - | 712,178 | 910,038 |
Sales/ write offs | - | (44,290) | - | (631,115) | (675,405) |
At 31 December 2012 | 615,261 | 1,078,850 | 118,255 | 3,078,510 | 4,890,876 |
Depreciation | |||||
At 1 January 2011 | (71,792) | (682,834) | (16,547) | (1,563,031) | (2,334,204) |
Depreciation expense | (47,845) | (96,761) | (16,971) | (254,562) | (416,139) |
Sales/ write offs | - | 144,052 | - | 17,806 | 161,858 |
At 31 December 2011 | (119,637) | (635,543) | (33,518) | (1,799,787) | (2,588,485) |
Depreciation expense | (56,222) | (140,235) | (17,738) | (524,270) | (738,465) |
Sales/ write offs | - | 5,726 | - | 616,011 | 621,737 |
At 31 December 2012 | (175,859) | (770,052) | (51,256) | (1,708,046) | (2,705,213) |
Net book value at 1 January 2011 | 296,097 | 255,237 | 91,708 | 275,681 | 918,723 |
Net book value at 31 December 2011 | 397,812 | 387,549 | 84,737 | 1,197,660 | 2,067,758 |
Net book value at 31 December 2012 | 439,402 | 308,798 | 66,999 | 1,370,464 | 2,185,663 |
*These additions relate to the acquisition of I-POP Networks Pte Ltd. The accumulated depreciation of these assets was eliminated against the gross carrying amount of the assets.
There is no property, plant and equipment that have been pledged as security against loans and borrowings.
6. Intangible assets
Intangible assets in the accompanying financial statements of the Group are analysed as follows:
Purchased Software | Internally generated software | Software under Development | Customers relationships | Non compete agreement | Total | |
Cost | ||||||
At 1 January 2011 | 3,485,779 | 4,042,535 | - | - | - | 7,528,314 |
Additions | 1,551,125 | 926,381 | 1,505,582 | - | - | 3,983,088 |
Additions from Acquisitions | 12,130 | 736,968 | - | 595,083 | 203,186 | 1,547,367 |
Sales/ write offs | (20,092) | - | - | - | - | (20,092) |
At 31 December 2011 | 5,028,942 | 5,705,884 | 1,505,582 | 595,083 | 203,186 | 13,038,677 |
Additions | 5,234,892 | 1,253,511 | 497,484 | - | - | 6,985,887 |
Transfers | 1,140,143 | 365,439 | (1,505,582) | - | - | - |
Sales/ write offs | - | - | - | - | - | - |
At 31 December 2012 | 11,403,977 | 7,324,834 | 497,484 | 595,083 | 203,186 | 20,024,564 |
Amortisation | ||||||
At 1 January 2011 | (1,778,122) | (2,224,399) | - | - | - | (4,002,521) |
Additions | (1,205,622) | (801,062) | - | (19,836) | - | (2,026,520) |
Sales/ write offs | 7,962 | - | - | - | - | 7,962 |
At 31 December 2011 | (2,975,782) | (3,025,461) | - | (19,836) | - | (6,021,079) |
Additions | (1,550,101) | (1,055,684) | - | (39,672) | (66,017) | (2,711,474) |
Sales / write offs | - | - | - | - | - | - |
At 31 December 2012 | (4,525,883) | (4,081,145) | - | (59,508) | (66,017) | (8,732,553) |
Net book value at 1 January 2011 | 1,707,657 | 1,818,136 | - | - | - | 3,525,793 |
Net book value at 31 December 2011 | 2,053,160 | 2,680,423 | 1,505,582 | 575,247 | 203,186 | 7,017,598 |
Net book value at 31 December 2012 | 6,878,094 | 3,243,689 | 497,484 | 535,575 | 137,169 | 11,292,011 |
"Software under development" relates to the development of the new version of the AKAZOO platform. AKAZOO 2 introduces to the market amongst other, the following new core features; unlimited music streaming on the web and on mobile through smartphone applications, automated sharing of music activity between socially connected users, connection to social ecosystems (i.e. Facebook), new intelligent search platform, flexible and multichannel billing methods.
At year-end 2011 the development costs amounted to €1,505,582 of this new version of the platform was in progress and, therefore, the related costs were presented as software under development. The platform was launched in September 2012 and consequently the amount was reallocated to purchase software and internally generated software, while the amortisation of the related development costs commenced at the same time.
At the year-end 2012 an amount of €497,484,related to development costs for some additional new features of the AKAZOO 2, not yet released, is presented as software under development. These new features relate mainly to the development of applications for access across all Android, IOS and blackberry devices, mobile phones and Tablets and Smart TVs, as well as for the development of sophisticated recommendation engines and AKAZOO 2 API. These features and applications are expected to be released on April 2013. Upon the completion of the respective features the amortisation will commence.
Customer relationships and non-compete agreement refer to the intangible assets recognised separately from the acquisition of I-POP Networks Pte Ltd. The relative amortisation of the non-compete agreement commenced in September 2012 after the termination of the prior managing and advising shareholders of I-POP.
7. Cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash in the accompanying financial statements are analysed as follows:
Group | ||||
2012 | 2011 | |||
Cash in hand | 84,614 | 94,048 | ||
Cash at banks | 8,612,788 | 9,563,248 | ||
Total cash and cash equivalents | 8,697,402 | 9,657,296 | ||
Restricted cash | 633,538 | 926,136 | ||
Total cash and cash equivalents and restricted cash | 9,330,940 | 10,583,432 |
Cash at banks earns interest at floating rates based on monthly bank deposit rates. Interest earned on cash at banks and time deposits is accounted for on an accrual basis and for the year ended 31 December 2012 amounted to €73,623 (2011: €96,330) for the Group, and is included in financial income in the accompanying income statement.
Restricted cash represents funds deposited as collateral, for the issuance of bank guarantees arising in the ordinary course of the business. The Group maintains several bank facilities amounted to €10.5 million for the issuance of letter of guarantees.
8. Share capital, share premium and other components of equity
The movement of the Company's share capital and share premium as at 31 December 2012 is analysed as follows:
2012 | No of shares | share capital in € | share premium in € | Costs' related to capital increases in € | Total increase | |
At 1 January 2012 | 31,381,623 | 94,884 | 25,376,214 | - | 25,471,098 | |
issued 2/4/2012 | 36,457 | 110 | 103,638 | - | 103,748 | |
issued 10/5/2012 | 4,629 | 14 | 15,285 | - | 15,299 | |
reversed in share premium account (note 8) | - | - | 211,916 | - | 211,916 | |
issued 31/7/2012 | 2,860,000 | 9,119 | 7,652,083 | (379,835) | 7,281,367 | |
issued 25/9/2012 | 12,000 | 38 | 34,539 | - | 34,577 | |
issued 25/9/2012 | 88,761 | 246 | 286,639 | - | 286,885 | |
issued 25/9/2012 | 15,000 | 47 | 43,173 | - | 43,220 | |
issued 25/9/2012 | 52,493 | 165 | 151,086 | - | 151,251 | |
issued 15/10/2012 | 100,000 | 277 | 322,933 | - | 323,210 | |
issued 22/10/2012 | 4,505 | 14 | 11,601 | - | 11,615 | |
issued 31/10/2012 | 40,000 | 124 | 108,004 | - | 108,128 | |
issued 7/12/2012 | 30,657 | 85 | 99,001 | - | 99,086 | |
issued 7/12/2012 | 69,343 | 222 | 191,392 | - | 191,614 | |
At 31 December 2012 | 34,695,468 | 105,345 | 34,607,504 | (379,835) | 34,333,014 |
The movement of the Company's share capital and share premium as at 31 December 2011 is analysed as follows:
2011 | No of shares | share capital in € | share premium in € | costs related to capital increases in € | Total increase | |
At 1 January 2011 | 25,697,435 | 79,400 | 9,203,906 | - | 9,283,306 | |
issued 27 January 2011 | 36,457 | 106 | 50,791 | - | 50,897 | |
issued 27 April 2011 | 169,230 | 477 | 228,625 | - | 229,102 | |
issued 9 June 2011 | 200,000 | 560 | 544,732 | - | 545,292 | |
reversed from share premium account (note 8) | - | - | (211,916) | - | (211,916) | |
issued 1 July 2011 | 914,865 | 2,287 | 2,954,649 | - | 2,956,936 | |
issued 1 July 2011 | 4,363,636 | 12,054 | 13,247,613 | (642,186) | 12,617,481 | |
At 31 December 2011 | 31,381,623 | 94,884 | 26,018,400 | (642,186) | 25,471,098 |
On 27 January 2011, 36,457 ordinary shares 0.25 pence each were issued at a price of £1.20. These shares were issued to the non-executive directors of the Company in consideration of the release of the Company's liability to pay a portion of their annual fee.
On 27 April 2011, 169,230 ordinary shares of 0.25 pence each were issued and fully paid at a price of £1.20 pursuant to the exercise warrants. The above resulted to total proceeds of €229,102.
On 9 June 2011, 200,000 ordinary shares of 0.25 pence each were issued and allotted to certain eligible employees of the Company. These shares were issued under the Share Incentive Plan following the achievement of the certain performance targets for the financial year ended 31 December 2010.
On 1 July 2011, the Company issued 914,865 ordinary shares as consideration for the 100% interest in I-POP Networks Pte Ltd.
On 1 July 2011, 4,363,636 ordinary shares of 0.25 pence each were allotted and fully paid in cash at a price of £2.75 (resulting to total net proceeds of €12,617,481 (after transactions costs of €642,186).
On 2April 2012 and 10 May 2012, 36,457 and 4,629 ordinary shares 0.25 pence each were issued at a price of £2.365 and £2.65 to the non-executive directors of the Company. These shares were issued in consideration of the release of the Company's liability to pay a portion of their annual fee.
On 31 July 2012, 2,860,000 ordinary shares of 0.25 pence each were allotted and fully paid in cash at a price of £2.10 (resulting to total net proceeds of €7,281,368 (after transactions costs of €379,835).
On 25 September 2012, 12,000 ordinary shares of 0.25 pence each were issued at a price of £2.295. These shares were issued to Mr. Stuart Cruickshankin consideration of the release of the Company's liability to pay a portion of his annual fee.
On 25 September 2012, 88,761 ordinary shares of 0.25 pence each we issued at a price of £2.92 resulting to an increase of €286,885 in share capital and share premium and an equivalent decrease in the account "other components of equity. These shares were issued to the prior managing shareholders of I-POP Networks PTE LTD in respect of their contingent consideration and after achieving the performance conditions for the fiscal year 2011, under the terms of the sell and purchase agreement of I-POP Networks PTE LTD.
On 25 September 2012, 15,000 ordinary shares of 0.25 pence each were issued at a price of £2.295 to certain eligible employees of the Company under the terms of the Company's share incentive plan.
On 25 September 2012, 52,493 ordinary shares of 0.25 pence each were issued at a price of £2.295 (total amount €151,251) to the prior managing and advising shareholders of I-POP as part of the compensation package for the termination of their services as directors of I-POP Networks PTE LTD and its subsidiaries according to the sale and purchase Agreement.
On 15 October 2012, 100,000 ordinary shares in total of 0.25 pence each were issued at a price of £2.92 in respect of the contingent consideration upon the acquisition of I-POP Networks PTE LTD to the prior shareholder and CEO of the company.
On 22 October 2012, 4,505 ordinary shares of 0.25 pence each were issued at a price of £2.10 to Stuart Cruickshank as part of the compensation package for the termination of his services as a non-executive director of the Company.
On 22 October 2012, 40,000 ordinary shares of 0.25 pence each were issued at a price of £2.18 to Konstantinos Korletis in accordance with the terms of an agreement by which Mr Konstantinos Korletis was appointed as the Company's Executive Chairman.
On 7 December 2012, 100,000 ordinary shares of 0.25 pence each were issued to the prior shareholder and CEO of I-POP Networks PTE LTD. 30,657 of these shares were issued at a price of £2.92 in respect of the contingent consideration in relation to the acquisition of I-POP Networks PTE LTD. 69,343 of these shares were issued at a price of £2.16 in respect of his compensation package for the termination of his services.
As a result of the 3,313,845 new ordinary shares issued within the year ended 31 December 2012 (2011: 5,684,188 ordinary shares), the Company has a total of 34,695,468 ordinary shares of 0.25 pence each as at 31 December 2012 (2011: 31,381,623), with voting rights, in issue. The Company's ordinary shares have no preferences and restrictions including restrictions on the distribution of dividends.
According to the Company's Annual General Meeting held on 28 June 2012, the directors of the Company have the authority to allot equity securities on a yearly basis up to an aggregate nominal amount of £31,250 (12.5 million shares).
The movement of other components of equity as at 31 December 2012 is analysed as follows:
Group | |||
2012 | 2011 | ||
Opening balance | 936,057 | - | |
Contingent consideration in respect of I-POP acquisition | 936,057 | ||
Change in contingent consideration within the year: | 186,737 | - | |
Issue of 88,761 shares in respect of the contingent consideration of I-POP | (286,885) | - | |
Issue of 100,000 shares in respect of the contingent consideration of I-POP | (323,210) | - | |
Issue of 30,657 shares in respect of the contingent consideration of I-POP | (99,086) | - | |
200,000 shares awarded to the prior shareholder of I-POP as compensation | 552,653 | - | |
Share Incentive Plan | 232,781 | - | |
Closing balance | 1,199,047 | 936,057 |
9. Interest Bearing Loans and Borrowings
a) Long-term loans:
Long-term loans in the accompanying financial statements are analysed as follows:
Group | ||||
2012 | 2011 | |||
Bond loans | 841,900 | 943,700 | ||
Other loans | - | 41,668 | ||
Total | 841,900 | 985,368 | ||
Less: current portion | ||||
- bond loans | (601,800) | (101,800) | ||
- other loans | - | (41,668) | ||
Total current portion | (601,800) | (143,468) | ||
Long term portion | 240,100 | 841,900 |
The Group has entered into two Bond Loans agreements as follows:
·; In March 2007 the Group entered into a Bond Loan agreement for a principal amount of €800,000 which bears interest at the six-month Euribor plus a margin of 2.3%. The repayment of the Bond is in 12 semi-annual installments. The first 11 installments are equal and amount to €50,900. The final installment will be made on the Bond's maturity on 20 March 2014 and amounts to €240,100. The first installment was paid on 22 September 2008.
·; In March 2008 the Group entered into a Bond Loan agreement for a principal amount of €500,000 which bears interest at the six-month Euribor plus a margin of 2.0%. The repayment will be made by one installment on 8 April 2013.
The total interest expense for long-term borrowings for the year ended 31 December 2012 amounted to €47,270 (2011: €49,712) for the Group and is included in financial expenses, in the accompanying consolidated income statement.
b) Short-term borrowings:
The Group has short-term borrowings (overdraft facilities) with annual variable interest rates which vary from 5% to 8%, The table below presents the available credit lines of the Company together with the utilized portion.
Group | |||
2012 | 2011 | ||
Credit lines available | 5,350,000 | 7,350,000 | |
Unused portion | (3,969,491) | (5,968,769) | |
Used Portion | 1,380,509 | 1,381,231 |
The total interest expense for short-term borrowings for the year ended 31 December 2012, amounted to €116,708 (2011:€142,063) and is included in financial expenses (Note 2), in the accompanying income statements.
10. Other Information
The summary financial information for the year ended 31 December 2012 set out above is not the Company's Statutory Accounts. This financial information for the year ended 31 December 2012 has been extracted from the 2012 Annual Report and Accounts and,is prepared on the same basis as set out in the 2011 Annual Report and Accounts. The 2012 Annual Report and Accounts have been audited by Ernst & Young LLP who has issued an unqualified audit report, containing no statements under 498(2) or 5498(3) of the Companies Act 2006.
The Accounts (Financial Statements) for 2012 are expected to be filed with the Company's Registrar following the Company's Annual General Meeting to be held on June 2013.
Reconciliation of adjusted figures with figures presented in the Annual Report and Accounts
a) Adjusted EBITDA
Group | |||
2012 | 2011 | ||
Profit after income tax | 6,001,700 | 2,420,719 | |
Income tax | 899,587 | 840,099 | |
Finance costs | 586,818 | 1,042,659 | |
Finance Income | (361,065) | (288,023) | |
Depreciation and amortization | 3,449,939 | 2,442,659 | |
EBITDA | 10,576,979 | 6,458,113 | |
Adjusted for: | |||
Share based compensation | 757,515 | 394,369 | |
One-off acquisition costs | 895,518 | 499,774 | |
EBITDA Adjusted | 12,230,012 | 7,352,256 |
b) Adjusted Operating Profit
Group | |||
2012 | 2011 | ||
Operating Profit | 7,127,040 | 4,015,454 | |
Adjusted for: | |||
Share based compensation | 757,515 | 394,369 | |
One-off acquisition costs | 895,518 | 499,774 | |
EBITDA Adjusted | 8,780,073 | 4,909,597 |
c) Adjusted Profit after income tax
Group | |||
2012 | 2011 | ||
Profit after income tax | 6,001,700 | 2,420,719 | |
Adjusted for: | |||
Share based compensation | 757,515 | 394,369 | |
One-off acquisition costs | 895,518 | 499,774 | |
Profit after income tax Adjusted | 7,654,733 | 3,314,862 |
d) Adjusted Earnings per share
Group | |||
2012 | 2011 | ||
Adjusted Net profit attributable to ordinary equity holders of the parent from continuous operations | 7,654,733 | 3,314,862 | |
Weighted average number of ordinary shares for basic earnings per share | 32,648,605 | 28,559,202 | |
Earnings per share basic Adjusted | 0.23 | 0.12 |
This Preliminary Announcement was approved by the Board of Directors on 9 April 2013.
Related Shares:
INTQ.L