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Audited Results for Year Ended 31 December 2011

2nd Apr 2012 07:00

RNS Number : 5496A
InternetQ plc
02 April 2012
 



2 April 2012

INTERNETQ PLC

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

 

AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2011

 

 

InternetQ, a leading provider of mobile marketing and digital entertainment solutions for mobile network operators and brands,is pleased to report its preliminary results for the year ended 31 December 2011.

 

 

Financial Highlights

 

·; Revenue up by 34%, to €50.1 million (2010: €37.3 million)

·; Operating profit up by 16% to €4 million (2010: €3.5 million)

·; Adjusted EBITDA up 32.4%, to €7.4 million (2010: €5.6 million)

·; Adjusted operating profit up by 42.1%, to €4.9 million (2010: €3.5 million)

·; Adjusted Profit after tax up 42.2%, to €3.3 million (2010: €2.3 million)

·; Adjusted Earnings Per Share (basic) of €0.12

·; Capital Expenditure, including investments of €5.5 million

·; Cash and cash equivalents on 31st of December 2011 of €10.6 million, including restricted cash of €0.9 million

Above numbers are adjusted for share based compensation (€394,369) and one-off acquisition costs (€499,774) incurred during the year. A reconciliation with the respective figures included in the Annual Report and Accounts is presented in Note 9.

 

 

Operational Highlights

 

·; Expanded our client base significantly to include over 160 corporate clients worldwide;

·; More than doubled our connectivity agreements with Tier 1 & Tier 2 mobile network operators, granting access to 2.4 billion consumers;

·; Initiated a technology infrastructure overhaul to quadruple our processing and storage capacity and install new failsafe systems to our data traffic and content management platforms;

·; Expanded operations into Southeast Asia (through acquisition) and Africa (via local partners);

·; Launched AKAZOO 2.0, a radically improved version of our social music service and rolled-out the service in 10 new countries (total of 14 countries by the end of 2011)

 

 

 

Konstantinos Korletis, Chief Executive Officer of InternetQ, commented:

 

"At InternetQ we are involved in the most widespread and rapidly evolving technology of the planet! Mobile device connections have reached approximately 5.2 billion at the end of 2011. Based on an analysis presented by Google this translates to some 3.7 billion unique users. To compare, there are just 1.2 billion PCs in use worldwide, including desktops, laptops and tablets. There are also 1.1 billion fixed landline phones, approximately 1.6 TV sets and just 2 billion people with a banking account. Mobile utterly dwarfs them all!

 

Within this exciting and rapidly evolving ecosystem, we have managed to increase our annual revenues by 34% (exceeded € 50 million sales in 2011), while in the second half of the year we accelerated our growth to approximately 55%, as compared to the relevant period of 2010. Most importantly, we are now better situated to take advantage of new opportunities in all markets of interest, we have minimized our exposure to any one particular country or territory and have a strong and visible pipeline of projects lined up for 2012. In addition, we hold a good level of cash to fund future growth, whether organic or inorganic."

 

 

 

 

 

For further details:

 

InternetQ

Konstantinos Korletis, Chief Executive Officer

Veronica Nocetti, Chief Financial Officer

 

 

Tel: +30 (211) 101 1101

Tel: +30 (693) 260 0128

Tel: +30 (694) 420 5275

Buchanan Communications

Jeremy Garcia/Tim Thompson

 

Tel:  +44 (0)20 7466 5000

Grant Thornton Corporate Finance

Philip Secrett/ David Hignell

 

Tel:  +44 (0)20 7383 5100

RBC Capital Markets

Stephen Foss / Pierre Schreuder / Daniel Conti

Tel: +44 (0)20 7653 4000

 

 

 

 

 

Chairman's Statement

 

2011 has been another excellent year for InternetQ, driven by a strong financial performance in our core business of mobile marketing and marked by further strategic progress on a number of key fronts.

 

The Group generated total revenues of €50.1 million, a growth of 34 % over the prior year. The Mobile Marketing segment delivered a record performance with revenue of €41.2 million, an increase of 37%. Our proprietary mobile music platform, AKAZOO, also demonstrated significant growth in both revenue and subscribers. It now has more than 2 million registered users and approximately 0.5 million paying subscribers; and produced revenues of €6 million in 2011, an increase of 73% over the prior year.

 

The year 2011 has also been one year of operational progress for the Group, demonstrated by our commercial presence in more than 50 countries, and our cooperation with more than 145 mobile network operators. We also embarked on a significant investment phase designed to support our growth and maintain our market leading positions. In 2011 we accelerated the pace of investments on our technological infrastructure and on innovation across the Group, enabling our teams to deliver an enriched service offering throughout the customer base. This investment has underpinned our growth. In addition to the progress made in the technological performance delivered by our Mobile Marketing platform, the teams have also launched the latest version of our social music network AKAZOO 2.0.

 

Our strategic focus continues to be organic growth in existing markets, targeted exploration of developing markets and consistent management of costs, resources and risks. Where appropriate, we will continue to further consider tactical bolt-on acquisitions opportunities.

 

Despite challenging market conditions and widespread economic uncertainty, our clear strategic focus, exciting growth and considerable geographical expansion provide a solid base for future growth. We remain on track to becoming a global leader of mobile marketing and digital entertainment solutions; we look forward to exploiting the opportunities that we encounter in 2012.

 

 

 

 

President & Founder's Statement

 

2011 was another strong year for InternetQ. We successfully expanded geographically into Southeast Asia, Russia, Africa and the Middle East. We also advanced our AKAZOO social music platform into ten new markets, mostly in Central and Eastern Europe. Our core business of mobile marketing continues to underpin our success, as we seek to continue to capitalise on the rapid rise of mobile engagement and m-commerce.

 

InternetQ is now very well placed to benefit from the rapidly evolving marketplace, with next generation mobile technology becoming prevalent in mature markets and more relevant in developing markets. We find ourselves in the epicentre of a mobile revolution, supporting network operators and corporate brands alike.

 

The strong growth experienced in 2011 positions us well for the year ahead, with partnerships developed around the world and additional plans to expand our footprint either organically or through acquisitions.

 

 

Chief Executive Officer's Review

 

I am delighted to report another strong performance from the Group in 2011. Despite volatile global markets and the anemic economic activity of most developed economies, we have maintained a high growth momentum and, at the same, reinforced our position in key territories like Southeast Asia, Eastern Europe and Turkey.

 

More specifically, in 2011 we managed to increase our revenues by nearly 34% (€50.1 million revenues), while in the second half of the year we accelerated our growth to 55%, as compared to the relevant period of the previous year. At the same time, we expanded our business in new markets of Southeast Asia, Russia, Africa and the Middle East, which in turn reduced our reliance on Poland, our most important market until recently. Indicatively, in 2010 circa 69% of our turnover was attributed to activities in Poland, while in 2011 the dependency was reduced to 28%. Moreover, our revenue exposure to the weak Greek economy has been further reduced, from 13% in 2010 to just 7% in 2011.

 

Most importantly, despite rolling out mobile marketing campaigns and mobile entertainment services in many new markets our operating margins were sustained at satisfactory levels. EBITDA, as adjusted for share based compensation amounting to €394,369 and one-off acquisition costs amounting to €499,774 , stood at 14.7% of revenue compared to 14.9% in the previous year, reaching €7.4 million. It is worthwhile considering that this performance has been negatively affected by foreign exchange differences and the costs of rolling out the AKAZOO service in new markets, which are fully expensed.

 

At the same time, we have undertaken substantial investments across the Group which we believe further positions InternetQ for continuous growth. In particular, we completed the following key initiatives:

 

·; The acquisition of I-POP Networks Pte Ltd, a leading mobile data traffic aggregator in Southeast Asia, which maintains direct connectivity with almost all Tier 1 and Tier 2 mobile carriers in Indonesia, Thailand, Malaysia, Philippines, Singapore and Vietnam, as well as smaller markets of the South Pacific rim.

·; Investments of more than €3.5 million to transform our digital entertainment offering into AKAZOO, a powerful, mobile driven, social music network.

·; Investments of more than €1.6 million to upgrade our technology infrastructure, data storage and processing capabilities, a prerequisite to seamlessly handle much bigger volumes of data traffic, whether mobile marketing or entertainment related.

 

Industry Dynamics

 

Mobile device connections have exceeded the five billion mark in 2011, reaching approximately 5.2 billion subscriptions at the end of last year. Based on an analysis performed by Google this translates to some 3.7 billion unique users. To compare, there are just 1.2 billion PCs in use worldwide, including desktops, laptops and tablets. There are also 1.1 billion fixed landline phones, approximately 1.6 billion TV sets and just 2 billion people with a banking account. Mobile utterly dwarfs them all!

 

Mobile phones have become sophisticated devices that are replacing watches, alarm clocks, MP3 players, cameras and calendars and also possess greater processing capabilities. Most recently, mobile subscriptions have become a central gateway to effect remote payment transactions, particularly of micro size and they are also widely used to channel valuable data between consumers of businesses. Mobile subscribers are increasingly using their connectivity to keep at speed with developments, to socially interact, to entertain themselves and to engage with their favorite brands. They use them to manage their everyday lives.

 

Given these ground-breaking developments, mass media marketing techniques have also begun changing. For most of the recent past, TV broadcast (terrestrial, cable or satellite) prevailed as the best option for mass marketing. However, this medium suffers from the disadvantage of being costly and not targeted enough. With internet coming to maturity, new methods of mass marketing have been developed to overcome many of these shortcomings. Most recently, the global proliferation of mobile technology together with the increasing functionality and affordability of mobile devices has helped to deliver targeted marketing, even in populations that no other medium was able to reach before. This new model, termed 'mobile marketing', allows businesses to engage with consumer subscribers who are open to direct communication; hence the marketer has the added benefit of choosing the timing of transmission as well as the profile of the recipient.

 

Apart from the dynamic growth of mobile marketing, high speed mobile internet allows for the entertainment of and the social interaction among consumer subscribers. Social networks like Facebook are increasingly focusing on the mobile channel. Well-established internet companies like Google are looking into ways to exploit the tremendous mobile marketing and advertising opportunities. Game publishers like Zynga and Active Blizzard are also trying to develop machine-to-machine concepts that position the mobile user at the center of their targeting. Traditional media companies are heavily investing to develop mobile applications and cooperate with enablers (like us) for their mobile content management and the development of alternative revenue streams. Virtually everyone around the world is looking on how to monetize from the growing volumes of m-commerce.

 

 

Our Business

 

Offering mobile marketing and digital entertainment solutions is and will remain the core of our business activities. Through Mobi-Dialogue and AKAZOO (both proprietary platforms) InternetQ offers a wide range of marketing applications that are designed to facilitate mobile carriers and media companies to design and implement targeted, interactive and measurable campaigns by engaging with and entertaining consumers.

 

Mobi-Dialogue includes an array of services that are being constantly refined and tested in demanding market conditions around the globe. Solutions for marketing campaign management, aggregation and payment gateways are at the core of several applications that we activate globally. Through Mobi-Dialogue, we have already powered thousands of marketing initiatives undertaken by mobile carriers, television networks, radio stations, advertising agencies and consumer brands. The platform offers comprehensive web-based management tools, providing secure access to manage and maintain mobile applications all in one unified place. Our mobile marketing services have positioned InternetQ at the core of mobile-supported brand awareness building, by allowing the design of campaigns that combine traditional promotional channels with the high-tech benefits of promoting through mobile channels.

 

Through AKAZOO, we provide consumers with premium digital content in a branded, highly interactive and socially developed environment. Over and above its content-driven focus, AKAZOO aims to develop thoroughly profiled mobile communities where brands will be able to advertise their products and services.

 

For the moment, AKAZOO focuses on delivering highly localized music content (full track purchase and streaming capabilities) to its members in different countries. Going forward, we aspire to enrich the offering with games (social, casual and massive multiplayer), applications and even motion clips, all relevant to the entertainment nature of the service.

 

 

Outlook for 2012

 

Given our enhanced network connectivity in South-east Asia and Eastern Europe and the development of reliable partnerships in Russia and Africa, we expect further growth from our mobile marketing activities and anticipate they will remain the biggest revenue contributor in 2012 as well. Our current pipeline of mobile marketing projects is strong and gaining momentum, while it is more visible than ever before.

 

In addition, we foresee the successful roll-out of AKAZOO in new countries, in combination with an improved service offering, to further accelerate mobile entertainment revenues at a much faster rate than in previous years. More specifically, by the end of 2011 the service was offered in 14 countries, most of which had been added to our footprint during the last quarter of that year. Already, during the first quarter of 2012 we have added 4 countries (Singapore, Malaysia, Thailand and Kenya) and have imminent plans to launch in several more before the year ends. We aspire to be present in more than 40 countries by the end of 2013, making AKAZOO an international social music network with highly localized content. With the continued demand for digital content like music, games, video clips and the development of more targeted social networking systems, we believe AKAZOO will become a key component to our continued success.

 

Most importantly, in 2012 we will commence the integration of our social music service into our traditional mobile marketing activities. Loyalty programs for existing mobile subscribers based on limited AKAZOO service features, music content enrichment formats for operator platforms that intend to drive new subscriptions, ARPU enhancing initiatives that substitute for diminishing revenue of voice related services are some examples of such expected benefits.

 

Finally, apart from organic growth, we are actively pursuing non-organic growth opportunities in different markets and across various technology fields.

 

Chief Financial Officer's Review

 

InternetQ entered 2012 having delivered its strongest ever performance in terms of revenues in 2011. We continued to be reassured by our new business pipeline and believe this performance further endorses our multi-territory strategy. InternetQ is guided by strict principles and prudent decision-making policies when it comes to cash management, cost control, investments, and the Group's overall capital structure. This prudent approach is the basis for the continued long term success of the Group.

 

Group revenues generated 34% growth in 2011, with two out of five segments delivering substantial sales growth. Revenues from Mobile Marketing activities grew by 37% to €41.2 million (2010: €30 million) while revenues from AKAZOO grew by 73% to €6 million (2010: €3.5 million).

 

Selling and administration costs increased by 42%, primarily due to one-off costs from the acquisition of I-POP Networks Pte Ltd and the share incentive plan granted to employees. Adjusted EBITDA (after adjustment for share incentive plans amounting to €394,369 and one off acquisition costs amounting to €499,774 grew by 32.4% to €7.4 million (2010: €5.6 million) a margin of 14.7% (2010: 14.9%). The Profit after Income tax for the year reached €2.4 million compared to €2.3 million for 2010.

 

As we continue to invest to support our expansion plans, we have experienced increased working capital needs, which we expect to persist in the future. Given that most new market penetration came into force during the second half of the year and the last quarter in particular the level of working capital appears inflated on the 31st of December 2011.

 

Likewise, given our investments to improve the Mobi-Dialogue and AKAZOO platforms and introduce new consumer profiling and content management systems, capital expenditure was also increased. Total capital expenditure including intangibles for the year ended 31 December 2011 stood at €5.5 million, an increase of 81% from the previous year (2010: €3 million).

 

The Group ended 2011 with €8.2 million net cash, which consisted of €10.6 million cash and cash equivalents and restricted cash and €2.4 million bank debt. The terms and conditions of the Group's borrowing agreements continue to be relatively favorable. Our €0.4 million term loan matures in March 2014 and another €0.5 million loan arrangement matures in April 2013.

 

The Group continues to manage all non-essential costs conservatively in the current macroeconomic environment, as well as continuing to invest where we see particularly strong opportunities to advance our positions, such as our investments this year in Southeast Asia. Most importantly, we have managed to reduce our exposure to the weak Greek economy as less than 7% of 2011 revenue was generated in that country, with a diminishing outlook for this year.

 

With our solid financial position, we have the flexibility to make selective investments into the long-term growth of the Company and continue to deliver shareholder value.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group income statement for the year ended 31 December 2011

(Amounts in Euro, except share information, per share data and unless otherwise stated)

 

Notes

2011

2010 Restated*

Revenues

3

50,076,541

37,274,490

Cost of sales

(26,603,228)

(20,112,414)

Gross profit

23,473,313

17,162,076

Other operating income

265,123

137,985

Selling and distribution costs

(15,780,609)

(12,142,757)

Administrative expenses

(3,942,373)

(1,701,647)

Operating profit/(loss)

4,015,454

3,455,657

Finance costs

4

(1,042,659)

(556,412)

Finance income

4

288,023

136,724

Profit/(loss) before tax

3,260,818

3,035,969

Income tax

5

(840,099)

(705,168)

Profit/(loss) after income tax

2,420,719

2,330,801

Attributable to:

Equity holders of the parent

2,420,719

2,330,801

Earnings/(loss) per share basic

6

0.08

0.25

Earnings/(loss) per share diluted

6

0.08

0.25

 

 

*Certain amounts shown here do not correspond to the financial statements for the year ended 31 December 2010 and reflect adjustments made as detailed in note 1.

Group statement of comprehensive income for the year ended 31 December 2011

(Amounts in Euro, except share information, per share data and unless otherwise stated)

 

Group

2011

2010 Restated*

Profit/(loss) for the year

2,420,719

2,330,801

Other comprehensive income

Exchange differences on translation of foreign operations

464,085

(149,614)

Other comprehensive income/(loss) for the year

464,085

(149,614)

Total comprehensive income/(loss) for the year

2,884,804

2,181,187

Attributable to:

Equity holders of the parent

2,884,804

2,181,187

 

*Certain amounts shown here do not correspond to the financial statements for the year ended 31 December 2010 and reflect adjustments made as detailed in note 1.

 

Group statement of financial position as at 31 December 2011

(Amounts in Euro, except share information, per share data and unless otherwise stated)

 

Group

Notes

2011

2010 Restated*

Assets

Non-Current Assets

Property, plant and equipment

2,067,758

918,723

Investment properties

535,000

607,000

Investments in subsidiaries

-

-

Goodwill

2

2,910,315

Intangible assets

7,017,598

3,525,793

Other non-current assets

89,533

86,987

Deferred tax assets

924,184

387,216

Total non-current assets

13,544,388

5,525,719

Current Assets

Trade receivables

12,419,804

4,328,207

Prepayments and other receivables

13,617,921

3,527,798

Cash and cash equivalents

9,657,296

8,634,605

Restricted cash

926,136

511,148

Total current assets

36,621,157

17,001,758

Total assets

50,165,545

22,527,477

Equity and liabilities

Equity attributable to equity holders of the parent company

Share capital

7

94,884

79,400

Share premium

7

25,376,214

9,203,906

Other components of equity

936,057

-

Exchange differences

136,239

(327,846)

Retained Earnings

4,898,707

2,477,988

Total equity

31,442,101

11,433,448

Non-current Liabilities

Interest-bearing loans and borrowings

8

841,900

985,368

Employee benefit liability

27,668

16,503

Provisions

66,130

126,000

Deferred tax liabilities

153,920

177,198

Total non-current liabilities

1,089,618

1,305,069

Current Liabilities

Trade payables

7,719,152

4,073,323

Interest-bearing loans and borrowings

8

1,381,231

2,272,952

Current portion of interest-bearing loans and borrowings

8

143,468

143,466

Derivatives

-

6,328

Income tax payable

860,957

735,988

Accruals and other current liabilities

7,529,018

2,556,903

Total current liabilities

17,633,826

9,788,960

Total Liabilities

18,723,444

11,094,029

Total equity and liabilities

50,165,545

22,527,477

 

*Certain amounts shown here do not correspond to the financial statements for the year ended 31 December 2010 and reflect adjustments made as detailed in note 1.

 

Group statement of changes in equity for the year ended 31 December 2011

(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 2010

24,016

2,428,698

-

(178,232)

147,187

2,421,669

Profit after income tax*

-

-

-

-

2,330,801

2,330,801

Other comprehensive income/(loss)

-

-

-

(149,614)

-

(149,614)

Total comprehensive income

-

-

-

(149,614)

2,330,801

2,181,187

Share capital increase

55,384

8,069,028

-

-

-

8,124,412

Transaction costs

-

(1,293,820)

-

-

-

(1,293,820)

Balance at 31 December 2010

79,400

9,203,906

-

(327,846)

2,733,349

11,688,809

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

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

 

*Certain amounts shown here do not correspond to the financial statements for the year ended 31 December 2010 and reflect adjustments made as detailed in note 1.

 

Group cash flow statement for the year ended 31 December 2011

(Amounts in Euro, except share information, per share data and unless otherwise stated)

 

Group

Notes

2011

2010 Restated*

Cash flows from operating activities

Profit/ (loss) before income taxes

3,260,817

3,035,969

Adjustments for:

Depreciation and amortisation

2,442,659

2,096,649

Valuation of investment property

72,000

58,000

Gains on disposal of property, plant, and equipment

(13,842)

(7,257)

Losses on disposal of intangible assets

12,130

-

Finance income

(100,618)

(46,108)

Finance costs

428,286

439,791

Valuation of derivatives

-

(13,715)

Realised gains from Derivatives

(6,328)

-

Share incentive plan expense

343,960

-

Non Executive Directors Incentive share plan expense

50,409

-

Allowance for doubtful accounts receivable

268,892

271,874

Reversal of provision

(59,870)

126,000

Provision for employee benefits liability

47,737

21,306

Profit/(loss) before working capital changes

6,746,232

5,982,509

(Increase)/ decrease in:

Trade receivables

(7,578,312)

2,033,241

Prepayments and other receivables

(9,746,353)

(1,888,346)

Other non-current assets

(2,546)

(78,897)

Increase/ (decrease) in:

Trade payables

3,441,331

466,835

Accruals and other current liabilities

2,781,088

80,226

Income taxes paid

(889,122)

(437,223)

Interest paid

(408,056)

(377,184)

Payment of employee benefits liability

(36,572)

(18,251)

Other non-current liabilities

(300)

-

Net cash (used)/from operating activities

(5,692,610)

5,762,910

Investing activities

Capital expenditure for property, plant and equipment

(1,586,657)

(461,049)

Proceeds from disposals of property, plant and equipment

25,986

42,193

Increase of intangible assets

(4,042,151)

(2,459,081)

Acquisition of subsidiaries (net of cash acquired)

2

399,163

-

(Increase)/decrease in restricted bank accounts

(407,617)

(305,158)

Interest and related income received

95,879

46,108

Net cash used in investing activities

(5,515,397)

(3,136,987)

Financing activities

Proceeds from the issuance of share capital

12,836,487

6,830,592

(Payments)/ proceeds of/from long term borrowings

(143,468)

(146,466)

Payment of short term borrowings

(891,719)

(1,651,821)

Net cash from in financing activities

11,801,300

5,035,305

Effect of exchange rate changes on flows and cash

429,398

(149,614)

Net increase in cash and cash equivalents

1,022,691

7,511,614

Cash and cash equivalents at beginning of year

8,634,605

1,122,991

Cash and cash equivalents at end of year

9,657,296

8,634,605

*Certain amounts shown here do not correspond to the financial statements for the year ended 31 December 2010 and reflect adjustments made as detailed in note 1.

1. Changes in accounting policies and disclosures

 

The accounting policies adopted are consistent with those of the previous financial year except as follows:

 

a) Changes in accounting policies

Revenue Recognition

The Group previously recorded the turnover from the AKAZOO business net of revenue share payments to third parties and network operators. During 2011, the Group determined that it would change its accounting policy in respect of the recognition of revenue from the AKAZOO business so that revenue is recorded before the deduction of revenue share to network operators. The Group believes that this policy is more consistent with the practice of its immediate industry peers and reflects the fact that in the AKAZOO business the Groups acts as the principal supplier of mobile phone content, entertainment and other services.

 

Changes have been applied retrospectively in accordance with IAS 8 Accounting policies, Changes in Accounting Estimates and Errors, resulting in the restatement of the prior period financial information.

 

As a result of the voluntary accounting policy change, the following adjustments were made to the financial statements:

·; For the year ended 31 December 2010:

 Increase in Revenues: € 1,708,785

 Ιncrease in cost of sales: € 1,708,785

 

·; For the year ended 31 December 2011:

 Increase in Revenues: € 2,808,406

 Ιncrease in cost of sales: € 2,808,406

 

As represented above, the change in the accounting policy resulted only in reclassifications between revenues and cost of sales. The change in the accounting policy had no effect on retained earnings and on earnings per share as previously reported.

 

b) Retrospective correction of revenues and costs

During 2011 revenues of €70,890 and costs of €390,091 were recorded for a specific mobile marketing campaign which effectively related to services rendered and received in 2010. The above was not a systemic error but rather arose as a result of a lack of specific documentation available at the time of preparation of the prior year financial statements.

 

The Group decided to proceed with the above correction retrospectively, in accordance to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", since it believes that after this correction the 2011 operations would be more accurately presented.

 

As a result of the above, the following adjustments were made to the financial statements:

 

·; For the year ended 31 December 2010:

Increase in revenues: € 70,890

Ιncrease in cost of sales: € (390,091)

Increase in deferred tax benefit: € 63,840

Net decrease in profit €(255,361)

 

 Increase in accrued income: € 70,890

 Ιncrease in accrued expenses: € (390,091)

Increase in deferred tax asset: € 63,840

Net decrease in retained earnings € (255,361)

 

 

2. Business combinations

 

On 1 July 2011, the Group completed the acquisition of 100% of the voting rights of I-POP Networks Pte Ltd ("I-POP"), a Singapore based mobile and media services company, funded entirely by the issue of 914,865 shares in INTERNETQ PLC.

 

I-POP was founded in 2001 and operates directly or through subsidiaries in Singapore, Indonesia, Thailand, Vietnam, and the Philippines. I-POP's technology and data processing centers are located in Singapore and Vietnam. In total I-POP employs 37 professionals, including sales and marketing staff, software applications engineers, designers and telecom experts.

 

I-POP provides direct connectivity, mobile marketing, as well as media solutions to a wide range of clients ranging from mobile network operators, FMCG (fast moving consumer goods) companies, advertising and creative agencies, as well as traditional media companies. I-POP is connected with 69 mobile network operators in Southeast Asia (32 direct and 37 through aggregators), covering more than 500 million subscribers in 19 countries.

 

 The key strategic benefits of the acquisition include:

·; accelerates the geographical expansion of the Group to South-East Asia;

·; increases the number of the connectivity agreements of the Group with mobile network operators;

·; allows the Group to address its mobile marketing products and services to a wider customer base; and

·; enables the immediate roll-out of AKAZOO in the South-east Asia region.

 

Assets acquired and liabilities assumed

The preliminary fair value of the identifiable assets and liabilities of I-POP Networks Pte Ltd as at the date of acquisition were:

 

Fair value recognised on the acquisition

Assets

Property plant and equipment

69,601

Intangible assets

1,547,361

Non current assets

24,700

Deferred tax assets

515,673

Trade receivables

491,229

Other receivables

392,496

Cash and cash equivalents

399,163

Restricted cash

7,373

Total Assets

3,447,596

Liabilities

Other non current liabilities

300

Deferred tax liabilities

163,233

Trade Payables

204,498

Accrued and other Liabilities

2,096,887

Total Liabilities

2,464,918

Total identifiable net assets at fair value

982,678

Goodwill arising on acquisition

2,910,315

Purchase consideration transferred

3,892,993

 

The fair value adjustments determining the fair values of the assets and liabilities on acquisition, remain provisional since the independent valuers' exercise on determining the fair value of the intangible assets is not finalised.

 

Property plant and equipment consists of network and system equipment which relates to computer servers.

 

The fair value of the intangible assets amounting to €1,547,361, consist of IT platform software of €749,092, customers' relationships (connectivity agreements with mobile operators) of €595,083 and non compete agreements with former shareholders of €203,186. A deferred tax liability amounting to €163,233 has been recognised in respect of these intangible assets.

 

A deferred tax asset amounting to €515,673 was recognised in respect of the tax losses carried forward as at the acquisition date. At the reporting date the Group still anticipates sufficient future taxable profits to enable this asset to be recovered.

 

The fair value of the trade receivables amounting to €491,229 consisted mainly of trade accounts with mobile service providers and aggregators of mobile service providers. At the reporting date none of the trade receivables have been impaired and it is expected that the full amounts can be collected.

 

The fair value of trade payables amounting to €204,498 consisted mainly of accounts payable to content providers and to aggregators of mobile service providers.

 

Accrued and other liabilities amounting to €2,096,887 includes accrued expenses of €1,500,000 and a loan facility of €514,000 which was granted from INTERNETQ PLC prior to the acquisition date.

 

The goodwill of €2,910,315 comprises the value of the expected synergies arising from the acquisition. The Group believes that it would have taken several years to establish its presence in the area of South-East Asia organically. The goodwill arises mainly from the benefits that the Group is expecting from the roll out of AKAZOO in the area of South-East Asia and therefore a portion is allocated to this segment. A portion of goodwill is further allocated to the Mobile Marketing Sector where as the Group estimates that a number of campaigns are going to be conducted in cooperation with I-POP Networks Pte Ltd. The goodwill recognised is not expected to be deductible for income tax purposes.

 

At the reporting date, no contingent liabilities have been identified as existing as at the acquisition date.

 

Since the date of acquisition, I-POP has contributed €1,750,000 of revenue and a €(530,703) loss before tax to the Group. If the acquisition had taken place at the beginning of the year, the revenue contribution to the Group would have been €3,540,000 and the negative contribution to the profit before tax of the Group would have been €(1,937,485).

 

Purchase Consideration

Shares issued at fair value

2,956,936

Contingent consideration as component of equity

936,057

Total consideration

3,892,993

-

Analysis of cash flows on acquisition

Transaction costs at the acquisition (included in cash flows from operating activities)

(499,774)

Net cash acquired with the subsidiary (included in cash flows from investing activities)

399,163

Transaction costs attributable to issuance of shares (included in cash flow from financing activities)

-

Net cash flow on acquisition

(100,611)

 

The Group issued 914,865 of its ordinary shares as consideration for the 100% interest in I-POP Networks Pte Ltd. The fair value of the shares is the market price of the shares of the Group at the acquisition date, which was €3.23 each (rounded to the second decimal digit due to translation from UK pound). The fair value of the consideration given is therefore € 2,956,936.

 

Transaction costs of €499,774 have been expensed and are included in administrative expenses.

 

Contingent consideration

As part of the purchase agreement with the previous owners of I-POP, a contingent consideration has been agreed. The former shareholders are entitled to a number of shares (up to 1,162,177 corresponding to €3,756,273) conditional on the achievement of certain performance conditions in the fiscal years 2011, 2012 and 2013. At the acquisition date the fair value of the contingent consideration was determined to be €936,057.

The performance conditions relate to a) minimum revenues, b) minimum profit after tax, c) maximum operating expenses, d) maximum funding requirements to execute the yearly business plan, e) minimum number of campaigns conducted and f) minimum number of mobile subscribers base and countries of operation.

 

Since the performance conditions are independent of one another (and not cumulative) and since a specific number of shares corresponds to each performance condition (not a variable number depending on performance conditions) the Group treated the contingent consideration as a component of equity.

 

As at 31 December 2011, the performance conditions have been achieved in line with the estimations at the acquisition date. Therefore, the fair value of the contingent consideration as at 31 December 2011 has not been adjusted.

 

3. 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 internet site 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.

 

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, 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.

 

Moreover, management decided to separately present the Investment Property segment which in 2010 has been disclosed as "Other segment".

 

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 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 tables represent revenue and profit information regarding the Group's operating segments for the years ended 31.12.2011 and 2010 respectively.

 

2011

Mobile Marketing

Akazoo

Legacy

Aggregation Services

Investment Properties

Adjustments and eliminations

Consolidated

Revenue

External customer

41,173,467

6,005,800

1,240,731

1,645,743

10,800

-

50,076,541

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 profit /(loss)

5,669,968

(1,565,860)

(391,908)

(369,499)

(81,883)

-

3,260,818

Segment profit / (loss) includes the following:

Depreciation and amortisation

(790,026)

(1,384,047)

(99,260)

(169,326)

-

-

(2,442,659)

Finance costs

(814,323)

(249,402)

(25,461)

(25,404)

(489)

72,420

(1,042,659)

Finance income

321,133

33,924

4,242

1,144

-

(72,420)

288,023

Operating Assets

51,851,359

12,776,892

1,996,313

4,064,678

537,584

(21,985,465)

49,241,361

Operating Liabilities

29,468,926

7,023,164

1,534,117

1,647,673

20,152

(21,985,465)

17,708,567

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 assets do not include deferred tax asset (€ 924,184), as this asset is managed on a group basis.

3. Segment liabilities do not include deferred tax liabilities (€ 153,920) and current income tax payable (€ 860,957), as these liabilities are managed on a group basis.

 

Revenues from four clients which amounted to €30,112,370 are included within the mobile marketing segment, revenues from three clients which amounted to €4,060,561 are included within the AKAZOO segment, while revenues from three clients which amounted to €1,001,038 are included within the Legacy segment.

 

 

 

 

 

 

 

 

 

 

 

2010

Mobile Marketing

Akazoo

Legacy

Aggregation Services

Investment Properties

Adjustments and eliminations

Consolidated

Revenue*

External customer

30,089,954

3,464,094

3,706,942

-

13,500

-

37,274,490

Inter-segment

4,603,503

378,000

 -

-

-

(4,981,503)

-

Total revenue

34,693,457

3,842,094

3,706,942

-

13,500

(4,981,503)

37,274,490

Segment profit /(loss)

3,153,875

(450,551)

377,145

-

(44,500)

 -

3,035,969

Segment profit / (loss) includes the following:

 

Depreciation and amortisation

(884,508)

(851,383)

(364,879)

-

-

-

(2,100,770)

Finance costs

(366,296)

(118,342)

(78,895)

-

-

7,121

(556,411)

Finance income

121,701

8,013

14,132

-

-

(7,121)

136,725

Operating Assets

17,645,000

4,525,902

3,603,689

-

607,000

(4,241,330)

22,140,261

Operating Liabilities

11,230,894

1,251,048

1,933,903

-

-

(4,241,330)

10,174,515

Other disclosures

Capital expenditure

1,105,963

1,538,759

384,608

-

-

-

3,029,330

 

*Amounts for the year ended 31 December 2010 were restated according to the change of the Group's revenue recognition policy (note 1)

 

1. Inter-segment revenues are eliminated on consolidation.

2. Segment assets do not include deferred tax asset (€ 387,216), as this asset is managed on a group basis

3. Segment liabilities do not include deferred tax (€177,198), current income tax payable (€735,988) and derivatives (€ 6,328) as these liabilities are managed on a group basis.

 

Revenues from three clients which amounted to €28,044,428 are included within the mobile marketing segment, revenues from four clients which amounted to €3,464,093 are included within AKAZOO segment, while revenues from three clients which amounted to €3,706,942 are included within the Legacy segment.

 

Geographic information

 

Revenues from external customer

2011

2010

Europe

17,948,628

29,639,464

Latin America

17,391

2,692,897

Commonwealth independent states (CIS)

12,839,598

1,482,021

Middle East (including Turkey) and Africa

10,583,379

3,460,108

South East Asia & Asia

8,687,545

-

Total Revenues

50,076,541

37,274,490

 

*Amounts for the year ended 31 December 2010 were restated according to the change of the Group's revenue recognition policy (note 1)

 

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 Poland and in Greece corresponding to approx. 22% (2010: 69%) and 7% (2010: 13%) of the Group's revenues respectively. In addition, revenues in Turkey amount to 6% of the Group's revenues (2010: 11%), while revenues in Russia amount to 22% (2010: nil).

 

Non-current assets

2011

2010

Europe

8,160,026

5,072,353

Latin America

344

-

Commonwealth independent states (CIS)

10,519

330

Middle East (including Turkey) and Africa

-

65,820

South East Asia & Asia

4,449,315

-

Total non-current assets

12,620,204

5,138,503

 

Non-current assets include property, plant, and equipment, goodwill and other intangible assets, investment properties and other non-current financial assets.

 

 

4. Finance income / (costs)

 

Finance income/ (costs) in the accompanying financial statements are analysed as follows:

 

Group

2011

2010

Interest on short term borrowings

(142,063)

(276,022)

Interest on long term borrowings

(49,712)

(46,261)

Derivatives valuation

-

-

Exchange differences

(614,373)

(116,621)

Other finance costs

(236,511)

(117,508)

Total finance costs

(1,042,659)

(556,412)

Interest earned

96,330

46,108

Derivatives valuation

6,328

13,715

Exchange differences

181,077

76,901

Other finance income

4,288

-

Total finance income

288,023

136,724

Total finance income/ (costs) net

(754,636)

(419,688)

 

 

5. Income tax

 

The amounts of income taxes which are reflected in the accompanying income statements are analysed as follows:

 

Group

2011

2010

Current income taxes

1,047,904

698,062

Deferred tax

(207,805)

7,106

Total charge for income taxes

840,099

705,168

 

 

 

 

 

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

2011

2010

Profit/(loss) before income taxes

3,260,818

3,035,969

Income tax calculated at the nominal applicable rate (26.5%) (2010: 28%)

864,117

850,071

Effect of income/loss subject to different tax rates

(493,030)

(357,812)

Reversing/originating temporary differences

185,035

81,687

Tax effect on non tax deductible expenses and non tax deductible income

(83,746)

110,807

Tax effect on tax losses for which no deferred tax was recognised

364,234

67,600

Accruals for unaudited tax year

63,149

(47,185)

other

(59,660)

-

Total charge for income taxes

840,099

705,168

 

 

6. Earnings / (loss) 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.

 

Group

2011

2010

Net profit/(loss) attributable to ordinary equity holders of the parent from continuous operations

2,420,719

2,330,801

Weighted average number of ordinary shares for basic earnings per share

28,559,202

9,308,084

Earnings/(loss) per share basic

0.08

0.25

Weighted average number of ordinary shares for basic earnings per share

28,559,202

9,308,084

Effect on dilution:

Deferred consideration shares

173,694

-

Weighted average number of ordinary shares adjusted for the effect of dilution

28,732,896

9,308,084

Earnings/(loss) per share diluted

0.08

0.25

 

 

7. Share capital and share premium

 

On 30 September 2010, the Company's preferred ordinary shares of £0.01 each were converted and re-designated as ordinary shares.

 

On 27 October 2010, 3,347,161 ordinary shares of £0.01 each were allotted and fully paid in cash (resulting to total proceeds of €38,369).

 

On 29 October 2010, all Company's ordinary shares were sub-divided into 4 shares of £0.0025 each.

 

On 10 December 2010, 5,697,435 ordinary shares of 0.25 pence each were allotted and fully paid in cash (resulting to total proceeds of €17,015). As regards the placing of 5,641,025 shares at £1.20 per share in relation to Admission to trading on AIM, the total proceeds amounted to €8,069,028.

 

On 27 January 2011, 36,457 ordinary shares 0.25 pence each were issued at a price of £1.20 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 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 €230,912.

 

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. Please refer to Note 2.

 

On 1 July 2011, 4,363,636 ordinary shares of 0.25 pence each were allotted and fully paid in cash (resulting to total proceeds of €12,054). As regards the placing of 4,363,636 shares at £2.75 per share the net proceeds amounted to €12,617,482 (after transactions costs of €642,186).

 

 

The movement of the Company's share capital as at 31 December 2011 is analysed as follows:

 

Share Capital

2011 No of shares

share capital in €

At 1 January

25,697,435

79,400

issued 27 January 2011

36,457

106

issued 27 April 2011

169,230

477

issued 9 June 2011

200,000

560

issued 1 July 2011

914,865

2,287

issued 1 July 2011

4,363,636

12,054

At 31 December

31,381,623

94,884

 

 

The movement of the Company's share premium as at 31 December 2011 and 2010 is analysed as follows:

 

Share premium

2011

2010

Αt 1 January

9,203,906

2,428,698

Shares issued

16,814,494

8,069,028

Costs directly attributable to capital increases

(642,186)

(1,293,820)

At 31 December

25,376,214

9,203,906

 

 

 

 

 

 

 

 

8. Interest Bearing Loans and Borrowings

 

a) Long-term loans:

Long-term loans for the Group as at 31 December 2011 and 31 December 2010 are analysed as follows:

Group

2011

2010

Bond loans

943,700

1,045,500

Other loans

41,668

83,334

Total

985,368

1,128,834

Less: current portion

 - bond loans

(101,800)

(101,800)

 - other loans

(41,668)

(41,666)

Total current portion

(143,468)

(143,466)

Long term portion

841,900

985,368

 

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 2011 amounted to €49,712 (2010: €46,261) 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

2011

2010

Credit lines available

7,350,000

4,500,000

Unused portion

(5,968,769)

(2,227,048)

Used Portion

1,381,231

2,272,952

 

The total interest expense for short-term borrowings for the year ended 31 December 2011, amounted to €142,063 (2010: €276,022) and is included in financial expenses, in the accompanying income statements.

 

 

9. Other Information

The summary financial information for the year ended 31 December 2011 set out above is not the Company's Statutory Accounts. This financial information for the year ended 31 December 2011 has been extracted from the 2011 Annual Report and Accounts and, except as stated in Note 1 is prepared on the same basis as set out in the 2010 Annual Report and Accounts . The 2011 Annual Report and Accounts have been audited by Ernst & Young LLP who have issued an unqualified audit report, containing no statements under 498(2) or 5498(3) of the Companies Act 2006.

 

The Accounts (Financial Statements) for 2011 are expected to be filed with the Company's Registrar following the Company's Annual General Meeting to be held on 28 June 2012.

 

Reconciliation of adjusted figures with figures presented in the Annual Report and Accounts

 

a) Adjusted EBITDA

EBITDA is defined by adding back to (or subtracting form) profit after tax, income tax, finance costs and finance income and depreciation and amortization expenses. For the adjusted EBITDA calculation please refer to the below table:

 

Group

2011

2010

Profit /(loss) after income tax

2,420,719

2,330,801

Income tax

840,099

705,168

Finance costs

1,042,659

556,412

Finance Income

(288,023)

(136,724)

Depreciation and amortization

2,442,659

2,096,649

EBITDA

6,458,113

5,552,306

Adjusted for:

Share based compensation

394,369

-

One-off acquisition costs

499,774

-

EBITDA Adjusted

7,352,256

5,552,306

 

b) Adjusted Operating Profit

For the adjusted operating profit calculation please refer to the below table:

 

Group

2011

2010

Operating Profit

4,015,454

3,455,657

Adjusted for:

Share based compensation

394,369

-

One-off acquisition costs

499,774

-

Adjusted operating profit

4,909,597

3,455,657

 

c) Adjusted profit after tax

For the adjusted Profit after tax calculation please refer to the below table:

 

Group

2011

2010

Profit after tax

2,420,719

2,330,801

Adjusted for:

Share based compensation

394,369

-

One-off acquisition costs

499,774

-

Adjusted profit after tax

3,314,862

2,330,801

 

 

 

 

 

 

 

d) Adjusted Earnings per share

For the adjusted Earnings per share calculation please refer to the below table:

 

 

Group

2011

2010

Adjusted Net profit attributable to ordinary equity holders of the parent from continuous operations

3,314,862

2,330,801

Weighted average number of ordinary shares for basic earnings per share

28,559,202

9,308,084

Earnings/(loss) per share basic

0.12

0.25

 

 

 

This Preliminary Announcement was approved by the Board of Directors on 1 April 2012.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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