29th Mar 2011 07:00
Press Release | 29 March 2011 |
zamano PLC
('zamano', the 'Company' or the 'Group')
Final Results
zamano PLC (AIM:ZMNO, ESM:ZAZ), a leading provider of interactive applications and services to mobile devices, has today announced results for the 12 months ended 31 December 2010.
Highlights:
Revenue of €15.8m (€25.1M in 2009), decline driven by sales falls of 45% and 55% in Ireland and UK respectively; | |
Gross margin fell 5% to 29% due to extra content costs and higher marketing costs associated with new market channels | |
EBITDA reduced from €4.3M to €0.9M due to reduced contribution levels of sales | |
Decision to reduce goodwill by €12.7M in line with future market potential resulted in a pre tax loss of €13.28M. | |
Completed Banking re-negotiation to re-align covenants with trading and to allow investment | |
Revenue growth of 9% and 149% achieved in the USA and Spain |
Chairman Mike Watson commented; "2010 was a year of two contrasting halves. In H2 the business was stable, following on from serious declines in H1. Stability has been maintained into 2011, and a further reduction in the cost base has restored moderate levels of profitability in the core mobile content business. In recognition of the changes in the market sector in which zamano operates, the Company has reduced its goodwill by €12.7M, resulting in a pre-tax loss of €13.3M. 2011 will be another challenging year, but the Board remains confident that stability has now been achieved and the capacity to grow again will follow "
Zamano's CEO John O'Shea added; "The Company's expectation is that the declines in the business have now come to an end and that we have a stable business which can achieve modest profits. To deliver growth, the Company is focusing on new business opportunities which re-use existing zamano competencies"
- Ends -
For further information, please contact:
zamano plc | |
John O'Shea, Chief Executive Officer | Tel: +353 1 488 5830 |
NCB Corporate Finance | |
Conor McCarthy / Shane Lawlor | Tel: +353 1 611 5100 |
Cenkos Securities | |
Jon Fitzpatrick / Ken Fleming | Tel: +44 (0) 20 7107 8000 |
Media enquiries:
Edelman | Tel +353 1 678 9333
|
Donnchadh O'Leary | www.edelman.com |
Chairman's statement
2010 witnessed a further acceleration in the trends the Company has experienced since 2008. The Company's response to the changes in its environment was firstly to improve its core mobile content offering and secondly to develop new revenue streams building on the Company's core competencies with the main area of focus being on stabilising the core business. I'm pleased to report that this was achieved, albeit at a reasonably low level of revenue, and only at breakeven in H2 2010. Stability in revenue came through allocating more resources to enhanced content offers and newer marketing channels, primarily via mobile portals and web affiliates. Since year end significant cost reductions were achieved after a staff consultation process, and indications are at this point that revenue stabilisation has continued, with the lower cost base now permitting the business to operate profitably. Zamano is now focused on maximising gross profit in the medium term in four territories.
New opportunities for growth are being actively pursued, based upon re-deploying zamano's technology and competencies into areas that can benefit from them . This activity is being funded by profits from the core content business.
To support this transition in the business, significant changes have been made within the management team, to allow sufficient focus on the dual aims of maintaining the current business and growing new revenue streams. At board level, I'm pleased to announce the appointment of Pat Landy to a non-executive role. Pat brings with him a wealth of corporate finance experience. Brendan Mullin, who has been on the zamano board since 2002, is standing down and the board thanks him for his significant contribution to the Company over the last ten years.
As a consequence of the Board decision to reduce the goodwill of the company by €12.7M, thereby aligning balance sheet goodwill valuations with forward looking cash generation capability, the company only balance sheet now has a net deficit of €3.74M, while the consolidated balance sheet has a total equity balance of €2.6M. Shareholders will be invited to an EGM on May 19th, at which management and the Board will advise on proposed actions to address the deficit.
Mike Watson
Chairman
CEO's statement
The key drivers of change in the mobile content sector remain regulation and the adoption of smartphones.
In early 2010, changes to regulation in Ireland resulted in many of zamano's B2B partners withdrawing from the market, driving the very sharp decline in Irish revenues. In the UK, the continued failure of Payforit to function as a straightforward sign-up and payment mechanism meant that the Company has remained unable to benefit from the increase in mobile inventory availability.
Smartphone adoption rates across all territories continue to increase. This has the benefit for zamano of providing more mobile advertising inventory and permitting additional functionality in the services provided. However, as many services are offered for free, or at a very low price, competition for sales has increased. Zamano continues to invest in improved offerings and better realtime evaluation of all marketing activities, and is making progress in improving the volume and margin of sales.
Market review
The Irish business experienced a serious reduction in revenues in H1, as many B2B partners exited the market as a result of changing regulations. In H2, revenues stabilised in a trend which has continued into 2011. The Irish business is now predominantly focused on D2C (Direct to Consumer) services advertised on mobile phones, with a growing trend of purchasing inventory within phone applications and outside of mobile network operator portals.
In the UK, revenues decreased due to a gradual wind-down of the B2B business. The Company is now focused entirely on D2C, and has seen some modest growth in 2011 as a result of some successful web campaigns.
Revenues grew 9% in the USA, but the market remains very challenging, particularly as the pace of smartphone adoption is extremely high. This demands very rapid deployment of new services and constant innovation in terms of exploring new channels to market.
Spain has seen good growth from a low base, and the Company will expand its offering in this market in the year ahead.
zamano's strategy
Since mid 2010, the Company strategy has been to stabilise the core business, and to seek out new investment opportunities which take advantage of core competencies in the web and mobile market sectors.
The core mobile content business is now operating optimally with a reduced staffing level. Non-profitable revenue lines are being closed down. The Company will continue to invest incrementally in smartphone services and new routes to market to take advantage of developments in the sector. This strategy will result in a slight reduction in revenues, but an increase in margin and maintenance of the current levels of gross profit.
To bring about growth in the future, management is focused on exploring new opportunities which permit the re-use of technologies and competencies developed by the Company.
Financial Review
As announced in early January, zamano successfully re-negotiated its banking arrangement, to ensure the covenants were aligned with business performance and to permit some investment in new opportunities. A loan repayment of €1M in Q1 has reduced gross debt to €4.8M, with only €50,000 per quarter payable to year end. Net debt at year end was €3M.
Taking into account the revised expectations of revenues and profits likely to be achieved by the business in the next number of years, a decision to reduce the value of goodwill by €12.7M was taken, resulting in the Company posting pre tax losses of €13.28M. Goodwill and intangible assets of €6.8M are retained on the balance sheet, supported by the expectations of profits to be generated by the D2C business.
Cash declined by €4.2M in 2010, primarily due to €4M in debt repayments. Cash at year end was €2.7M.
Profit margins came under pressure as the Company increased the value of content sold and trialled a wide range of different channels when seeking new revenue opportunities. The decision to close down revenue lines where margin was negligible should result in the restoration of improved margins.
Outlook
While still experiencing very challenging times in the market sector in which the company operates, the Board is satisfied that progress is being made. Against a backdrop of a stable business, banking agreements have been successfully re-negotiated, while significant cost reductions are permitting the company to continue to invest in future opportunities, funded by ongoing cashflows.
The Board maintains its stance of cautious optimism regarding the future prospects of the business.
John O'Shea
CEO
zamano plc & subsidiaries
Condensed consolidated income statement
for the year ended 31 December 2010
2010 | 2009 | |||
Notes | €'000 | €'000 | ||
Revenue | 3 | 15,795 | 25,077 | |
Cost of Sales | (11,180) | (16,629) | ||
Gross Profit | 4,615 | 8,448 | ||
Other administrative expenses | (3,830) | (4,374) | ||
Depreciation | (124) | (155) | ||
Amortisation of intangible assets | (866) | (2,425) | ||
Impairment of goodwill | 6 | (12,670) | - | |
Total administrative expenses | (17,490) | (6,954) | ||
Operating (loss) / Profit | 3 | (12,875) | 1,494 | |
Finance income | 71 | 78 | ||
Finance expense | (476) | (699) | ||
(Loss) / profit before tax | (13,280) | 873 | ||
Income Tax | (176) | 181 | ||
(Loss)/profit for the year attributable to equity Holders of the parent | (13,456) | 1,054
| ||
(Loss)/earnings per share | ||||
- basic - diluted | 4 4 | (€0.141) (€0.141) | €0.013 €0.012 | |
Condensed consolidated statement of Comprehensive income for the year ended 31 December 2010 | ||||
2010 | 2009 | |||
€'000 | €'000 | |||
(Loss)/profit for the year | (13,456) | 1,054 | ||
Other comprehensive income: Foreign currency translation adjustment |
(1) |
16 | ||
Total comprehensive (loss)/income all Attributable to equity holders of the parent | (13,457) | 1,070 |
zamano plc & subsidiaries
Condensed consolidated balance sheet
at 31 December 2010
2010 | 2009 | |||
Assets | Notes | €'000 | €'000 | |
Non-current assets | ||||
Property, plant and equipment | 108 | 206 | ||
Intangible assets | 6 | 6,800 | 19,762 | |
Deferred tax asset | 69 | 69 | ||
Total non-current assets | 6,977 | 20,037 | ||
Current assets | ||||
Trade and other receivables | 2,098 | 3,446 | ||
Cash and cash equivalents | 2,724 | 6,958 | ||
Income tax recoverable | 29 | 270 | ||
Total current assets | 4,851 | 10,674 | ||
Total assets | 11,828 | 30,711 | ||
Equity | ||||
Equity share capital | 96 | 95 | ||
Share premium | 13,442 | 13,442 | ||
Capital conversion reserve | 1 | 1 | ||
Foreign currency translation reserve | (65) | (64) | ||
Share-based payment reserve | 517 | 576 | ||
Retained (loss)/earnings | (11,371) | 2,085 | ||
Total equity | 2,620 | 16,135 | ||
Liabilities | ||||
Non-current liabilities | ||||
Loans and borrowings | 4,538 | 7,478 | ||
Total non-current liabilities | 4,538 | 7,478 | ||
Current liabilities | ||||
Trade and other payables | 3,145 | 4,041 | ||
Business combination accrual | 356 | 1,328 | ||
Loans and borrowings | 1,169 | 1,729 | ||
Total current liabilities | 4,670 | 7,098 | ||
Total liabilities | 9,208 | 14,576 | ||
Total equity and liabilities | 11,828 | 30,711 |
zamano plc & subsidiaries
Condensed consolidated statement of changes in equity
for the year ended 31 December 2010
Equity share capital €'000 | Share premium €'000 | Capital conversion Reserve €'000 | Retained earning €'000 | Foreign currency translation Reserve €'000 | Share-based payment reserve €'000 | Total equity €'000 | |||||||
At 1 January 2010 | 95 | 13,442 | 1 | 2,085 | (64) | 576 | 16,135 | ||||||
Total comprehensive loss for the year | |||||||||||||
Loss for the year | - | - | - | (13,456) | - | - | (13,456) | ||||||
Other comprehensive income | |||||||||||||
Currency translation adjustment | - | - | - | - | (1) | - | (1) | ||||||
Total comprehensive loss for the year | - | - | - | (13,456) | (1) | - | (13,457) | ||||||
Other Transactions | |||||||||||||
Issue of equity share capital | 1 | - | - | - | - | - | 1 | ||||||
Share based payment credit | - | - | - | - | - | (59) | (59) | ||||||
At 31 December 21010 | 96 | 13,442 | 1 | (11,371) | (65) | 517 | 2,620 | ||||||
At 1 January 2009 | 81 | 11,156 | 1 | 1,031 | (80) | 424 | 12,613 | ||||||
Total comprehensive income for the year | |||||||||||||
Profit for the year | - | - | - | 1,054 | - | - | 1,054 | ||||||
Other comprehensive income | |||||||||||||
Currency translation adjustment | - | - | - | - | 16 | - | 16 | ||||||
Total comprehensive income for the year | - | - | - | 1,054 | 16 | - | 1,070 | ||||||
Other transactions | |||||||||||||
Issue of equity share capital | 14 | 2,286 | - | - | - | - | 2,300 | ||||||
Share-based payment expense | - | - | - | - | - | 152 | 152 | ||||||
At 31 December 2009 | 95 | 13,442 | 1 | 2,085 | (64) | 576 | 16,135 |
zamano plc & subsidiaries
Condensed consolidated cash flow statement
for the year ended 31 December 2010
2010 | 2009 | ||
€'000 | €'000 | ||
Cash flows from operating activities | |||
(Loss) / profit before tax | (13,280) | 873 | |
Adjustments to reconcile profit for the year to Net cash inflow from operating activities | |||
Depreciation | 124 | 155 | |
Amortisation of intangible assets | 866 | 2,425 | |
Impairment of goodwill | 12,670 | - | |
Share-based payments (credit) / expense | (59) | 152 | |
Foreign exchange | (1) | 16 | |
Decrease in trade and other receivables | 1,293 | 2,502 | |
Decrease in trade and other payables | (896) | (2,192) | |
Finance income | (71) | (78) | |
Finance expense | 476 | 699 | |
Cash generated from operations | 1,122 | 4,552 | |
Interest paid | (27) | (20) | |
Income tax (redunded)/paid | 120 | (372) | |
Net cash inflow from operating activities | 1,215 | 4,160 | |
Cash flows from investing activities | |||
Settlement of deferred consideration on acquisition Of subsidiaries |
(741) |
(45) | |
Purchase of property, plant and equipment | (26) | (102) | |
Purchase of intangible assets | (252) | (790) | |
Capitalisation of internally generated intangible assets | (552) | - | |
Interest received | 71 | 78 | |
Net cash outflow from investing activities | (1,500) | (859) | |
Cash flows from financing activities | |||
Proceeds from issue of share capital | 1 | 2,300 | |
Repayment of debt | (3,950) | (4,387) | |
Net cash outflow from financing activities | (3,949) | (2,078) | |
Net (decrease)/increase in cash and cash equivalents | (4,234) | 1,214 | |
Cash and cash equivalents at 1 January | 6,958 | 5,744 | |
Cash and cash equivalents at 31 December | 2,724 | 6,958 |
zamano plc & subsidiaries
Notes to the condensed consolidated preliminary financial information
for the year ended 31 December 2010
1 Basis of preparation
The condensed consolidated preliminary financial information, included in the preliminary financial results announcement, which should be read in conjunction with the 2009 Annual Report, has been derived from the consolidated financial statements for the year ended 31 December 2010, which have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU") and effective as at 31 December 2010.
The condensed consolidated preliminary financial information presented herein does not constitute the company's statutory financial statements for the years ended 31 December 2010 and 2009, with the meaning of Regulation 40(1) of the European Communities (Companies: Group Accounts) Regulations, 1992 of Ireland, insofar as such group accounts would have to comply with disclosure and other requirements to those Regulations. The statutory financial statements for the year ended 31 December 2010, together with the independent auditor's report thereon, will be filed with the Irish Registrar of Companies following the Company's Annual General Meeting and will also be available on the Company's website, www.zamano.com. Statutory financial statements for the year ended 31 December 2009 have been filed with the Irish Registrar of Companies. The auditor's report on those financial statements was unqualified.
The consolidated financial statements and the condensed consolidated preliminary financial information were approved by the Board of Directors on 28 March 2011.
The financial information is presented in Euro ("€") rounded to the nearest thousand, being the functional currency of the parent company and its subsidiaries. It has been prepared on the historical cost basis of accounting, except for share based payments, which are based on fair value determined at the grant date of the relevant share option.
The condensed consolidated preliminary financial information includes the results and financial position of the Company and all of its subsidiary undertakings. All significant intercompany account balances, transactions, and any unrealised gains and losses or income and expenses arising from intercompany transactions have been eliminated in preparing the financial information.
The preparation of the condensed consolidated preliminary financial information requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results could differ materially from these estimates. In preparing this financial information, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty are the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2009.
The accounting policies applied in the condensed consolidated preliminary financial information are the same as those applied in the consolidated financial statements as at and for the year ended 31 December 2009, as set out on pages 18 to 22 of the 2009 Annual Report. There were no new standards or amendments to standards which were mandatory for the first time for the financial year beginning 1 January 2010 which had a significant impact on the financial information.
zamano plc & subsidiaries
Notes (continued)
for the year ended 31 December 2010
2 Going concern
The group's earnings have been challenged over the 2010 period and there has been a consequent write down to the carrying value of the group's goodwill arising from certain historical acquisitions, which takes account of revised cashflow projections for the groups' various business streams. Details of the key assumptions underlying the current valuation of goodwill are set out in note 16.
The directors have considered these revised cashflow projections and have also considered the continued availability of the group's bank facilities, which were restructured prior to the end of 2010 to include reasonably challenging revised EBITDA and interest cover covenants which apply during 2011, but which the directors believe will be met for the foreseeable future, based on current trading and projected results for a period of at least 18 months from the date of approval of these financial statements. Having regard to the assumed continued availability of these facilities and also to the group's projected earnings over the next two years, the directors consider that it continues to be appropriate to prepare the financial statements on a going concern basis.
3 Operating segments
The group has two reportable segments which are defined as follows: the group facilitates communication and interaction between businesses and consumers on mobile phones through a range of value-added mobile applications ("B2B"). The group also develops, promotes and distributes mobile content and interactive services directly to consumers ("D2C").
Information regarding the results of each reportable segment is included below. Performance is measured based on segment results as included in the reports that are reviewed by the group's Chief Operating Decision Maker ("CODM")
zamano plc & subsidiaries
Notes (continued)
for the year ended 31 December 2010
3 Operating segments (continued)
The following tables present revenue and profit/ (loss) and certain assets and liability information regarding the group's business segments:
Year ended 31 December 2010
B2B | D2C | Total | |||
€'000 | €'000 | €'000 | |||
Revenue from external customers | |||||
Ireland | 2,537 | 4,610 | 7,147 | ||
UK | 760 | 2,244 | 3,004 | ||
USA | - | 4,304 | 4,304 | ||
Spain | - | 1,039 | 1,039 | ||
Australia | - | 172 | 172 | ||
South Africa | - | 129 | 129 | ||
Sales to external customers | 3,297 | 12,498 | 15,795 | ||
Results | |||||
Segment results before amortisation and goodwill |
162 |
2,684 |
2,846 | ||
Amortisation and goodwill impairment | - | (13,536) | (13,536) | ||
Segment results | 162 | (10,852) | (10,690) | ||
Unallocated expenses* | (2,185) | ||||
Operating loss | (12,875) | ||||
Net finance expense | (405) | ||||
Loss before tax | (13,280) | ||||
Income tax expense | (176) | ||||
Net loss for year | (13,456) |
*Unallocated costs relate to central overheads such as rent, administration, salaries and office overhead costs which are not allocated to individual reportable segments.
zamano plc & subsidiaries
Notes (continued)
3 Operating segments (continued)
Year ended 31 December 2009 | B2B €'000 | D2C €'000 | Total €'000 | ||
Revenue | |||||
Ireland | 6,826 | 6,092 | 12,918 | ||
UK | 1,657 | 4,983 | 6,640 | ||
USA | - | 3,947 | 3,947 | ||
Australia | - | 1,109 | 1,109 | ||
Spain | - | 418 | 418 | ||
South Africa | - | 45 | 45 | ||
Sales to external customers | 8,483 | 16,594 | 25,077 | ||
Segment results before amortisation | |||||
results | 1,745 | 4,762 | 6,507 | ||
Amortisation | - | (2,425) | (2,425) | ||
Segment results | 1,745 | 2,337 | 4,082 | ||
Unallocated expenses* | (2,588) | ||||
Operating profit | 1,494 | ||||
Net finance expense | (621) | ||||
Profit before tax | 873 | ||||
Income tax credit | 181 | ||||
Net profit for year | 1,054 |
*Unallocated expenses relate to central overheads such as rent, administration salaries and office overhead costs which are not allocated to individual reportable segments.
zamano plc & subsidiaries
Notes (continued)
4 (Loss)/earnings per share
Basic (loss)/ earnings per share amounts are calculated by dividing net profit 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 equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the 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 (loss)/earnings per share computations:
2010 | 2009 | ||
€ | € | ||
Basic EPS | (€0.141) | €0.013 | |
Diluted EPS | (€0.141) | €0.012 | |
2010 | 2009 | ||
€'000 | €'000 | ||
Net (loss)/profit attributable to equity holders ofthe parent | (13,456) | 1,054 | |
2010 | 2009 | ||
Numbers in thousands | Numbers in thousands | ||
Basic weighted average number of shares | 95,187 | 82,348* | |
Dilutive potential ordinary shares: Employee share options | 865 | 2,629 | |
Diluted weighted average number of shares | 96,052 | 84,977 |
* includes shares to be issued associated with an historical business combination.
zamano plc & subsidiaries
Notes (continued)
for the year ended 31 December 2010
5 Adjusted earnings per ordinary share
The following reflects earning per share based adjusted net income:
2010 € | 2009 € | ||
Adjusted basic EPS | €0.002 | €0.045 | |
Adjusted diluted EPS | €0.002 | €0.044 | |
Adjusted net income is calculated as: | 2010 €'000 | 2009 €'000 | |
(Loss) / profit after tax | (13,456) | 1,054 | |
Share-based payments (credit) / expense | (59) | 152 | |
Amortisation | 866 | 2,425 | |
Impairment of goodwill | 12,670 | - | |
Redundancy costs | 180 | 86 | |
201 | 3,717 |
6 Impairment of goodwill
Goodwill arising from business combinations in prior years (note 21) has been reviewed
for impairment. Based on this review, the directors have determined that an impairment charge of €12,670,000 is required (2009: €Nil) in the year. Details regarding the underlying assumptions for the impairment review are laid out below.
Cash-generating unit
The recoverable amount of the goodwill unit has been determined based on a value-in-use calculation using cash flow projections from financial budgets approved by senior management covering a one year period which have been rolled on for a further 4 year period. The pre tax discount rate applied to cash flow projections is 13.9%.
Key assumptions used in value-in-use calculations
The calculation of value-in-use for the group is most sensitive to the
following assumptions:
·; projected cashflows for 2011 through to 2015;
·; discount rates; and
·; terminal value
Discount rates
Discount rates reflect management's estimate of the risks specific to the group. In determining the appropriate discount rate, management has considered the average cost of capital for the group.
zamano plc & subsidiaries
Notes (continued)
for the year ended 31 December 2010
6 Impairment of goodwill (continued)
EBITDA
Forecast EBITDA estimates are principally based on management's experience of and expectation for the group.
The principal assumption used within the cash flows is that EBITDA will be flat over the five year period.
The terminal value has been calculated based on the year five EBITDA and no long term growth rate has been included.
7 Related party disclosures
Compensation of key management
| 2010 €'000 | 2009 €'000 | |
Short-term employee benefits | 642 | 1,067 | |
Share-based payments | (46) | 132 | |
Pension benefits | 24 | 63 | |
620 | 1,262 |
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the group, and include the executive and non-executive directors.
8. Subsequent events
There were no significant events after the balance sheet date which would require the adjustment of, or disclosure in, this preliminary financial information.
9 Approval
The condensed consolidated preliminary financial information was approved by the directors on 28 March 2011.
New Director Disclosure
Matters for disclosure under paragraph 17 of the AIM Rules with respect to the appointment of Pat Landy as Non - Executive Director of zamano plc.
Full name: Patrick Vincent Landy
Age: 59
Current Directorships:
Gutshot Limited
Directorships held within the last five years:
A-Plan Corporate Advisors Limited
Bizmart Business Superstores Limited
Collins Stewart Frontier Limited
Fawndale Limited
There are no other matters which are required to be announced with regards to this appointment as outlined under paragraph (g) of schedule 2 of the AIM rules
Related Shares:
Zamano