Half-year Report

zamano plc

Interim Results for the six month period ended 30 June 2016

zamano plc (AIM:ZMNO, ESM:ZAZ), a leading European provider of interactive applications and services to mobile devices, today announced its Interim Results for the six month period ended 30 June 2016.

Highlights

· Sales increased by 80.2% to €18.748M compared to €10.404M in H1 2015. 

· zamano continued to improve its balance sheet position, with cash of €7.430M at 30 June 2016 representing an increase of 36.7% on the 30 June 2015 figure of €5.435M.

· Gross profit decreased by 9.7% to €2.331M compared to €2.582M in H1 2015.

· Adjusted EBITDA decreased by 13.1% to €1.196M compared to €1.377M in H1 2015. 

· Profit before tax decreased by 30.7% to €0.794M compared to €1.146M in H1 2015, while profit after tax at €0.675M decreased by 33.8% compared to €1.019M in H1 of 2015.

Colin Tucker, Acting Chairman of zamano commented: "While the overall trading outcome for the business was somewhat mixed during H1 2016, we can report a significant increase in both sales performance and cash generation. This was offset by falling margins due to increased investment in advertising, a changing sales mix in the UK and some foreign exchange headwinds. We anticipate an improvement in operating performance during H2 2016 thanks to H1 advertising spend and continuing strong UK sales performance. The 36% jump in our net cash position is very welcome as it provides us with a solid platform to implement our acquisition strategy".

"With an active focus on M & A activity, we believe that zamano can achieve one of its core strategic objectives by pursuing higher value added business which we expect would open avenues for growth in the coming twelve months. Our ambition to achieve this strategic repositioning will run in tandem with adapting and optimising our existing business lines. In addition, we will continue to focus on delivering strategic acquisitions and we hope to make significant progress in this regard during the second half of the current financial year".

- Ends -

For further information, please contact:

zamano plc

Michael Connolly, Chief Financial Officer

Tel: +353 1 554 7261

Investec Corporate Finance

Shane Lawlor/Ian McGreal

Tel: + 353 1 4210000

Cenkos Securities (Nominated Advisor & Broker)

Derrick Lee/Neil McDonald

Tel: + 44 (0) 131 220 6939

Media Enquires:

MCOMM Communications Consultants

Richard Moore

Tel: +353 1 661 9428

Mob: +353 87 241 4751

Email: [email protected]

zamano plc and subsidiaries

Acting Chairman's Statement

Introduction

Zamano plc ('zamano') today announces its trading results for the six month period ended 30 June 2016.

We are pleased to report sales of €18.748M in H1 2016, which is substantially in excess (80.2%) of the corresponding sales figure in H1 2015 (€10.404M). However, gross profit for the period at €2.331M was 9.7% below the €2.582M achieved in H1 2015. This reduction in actual contribution is largely attributable to the predominance of UK third party sales in our product mix and increased investment in advertising which we expect will benefit the business in the second half of the year.

The Adjusted EBITDA for H1 2016 at €1.196M is down by 13.1% on the €1.377M achieved in the first half of 2015. The reductions in gross profits and Adjusted EBITDA during H1 2016 have also impacted on the operating profit, pre-tax profit and post-tax profit outcomes for the period.

During the first half of the year, zamano continued to strengthen its balance sheet position, with cash at 30 June 2016 standing at €7.430M compared to €5.435M at 30 June 2015. This improvement in cash and cash equivalents reflects the underlying cash generating capacity of the company's current business lines.

Market Review

UK

The UK business continues to make a very strong contribution to zamano's operations. UK sales in the half year to 30 June 2016 were €16.987M, a 105% increase on the €8.285M recorded during H1 2015. These sales translated into an actual gross profit contribution of €1.985M which was 2.5% above H1 2015 (€1.937M). However, the contribution of third party revenues together with increased advertising spend resulted in a decrease in the UK gross margin percentage during H1 2016 (11.7%) compared to H1 2015 (23.4%).

zamano plc and subsidiaries

Acting Chairman's Statement (Continued)

As in previous years, zamano continues to proactively engage with the UK regulator, mobile network operators and various industry bodies to ensure that we can influence product and market trends thus protecting our business and improving the service offering to consumers of our services. In this regard, the introduction of Payforit (PFI), a new payment system adopted by the mobile network operators during the early part of 2016, has impacted on some of our traditional products and services in the UK. However, in the short to medium term, we believe that we can continue to adapt our advertising to somewhat ameliorate the commercial impacts of this new payment system on our traditional product market in the UK.

Ireland

Sales in the Irish market during H1 2016 were €1.178M compared to €1.656M achieved during H1 2015. This decline of 28.9% is attributable to changes in our Irish product mix. During H1 2016, a number of old product lines were discontinued and replaced with a suite of new interactive services. The increase in advertising costs associated with the new suite of services combined with the fall off in sales, resulted in the actual gross profit contribution for the period falling by 39.3% to €0.320M (H1 2015: €0.527M).

Zamano has informed shareholders over the course of the past number of years that ongoing changes in regulatory and compliance regimes has made it difficult to grow the Irish business. In this regard, while Ireland remains an important market territory for zamano, overall market conditions continue to be challenging.

Other Locations

Sales revenue during H1 2016 in locations other than UK and Ireland at €0.583M were 25.9% higher compared to H1 2015 (€0.463M). As in previous years, Australia represented the vast majority of these sales during the six months ended 30 June 2016.

The company continues to seek out locations where it can successfully launch products and services which capitalise on our aggregator relationships and billing platforms.

Financial Review

At the commencement of this announcement, we stated that sales in H1 2016 at €18.748m were 80.2% ahead of H1 2015 (€10.404M). This significant improvement in sales performance was primarily due to a significant uplift in sales in the UK. However, as this business activity typically carries lower margins than our more traditional business products and services, actual gross profits were down by 9.7% when compared to H1 2015.

zamano plc and subsidiaries

Acting Chairman's Statement (Continued)

The fall in actual gross profits, taken with losses on currency translation, primarily relating to the UK, negatively impacted on EBITDA, operating profit, profit before tax and profit after tax during the H1 2016. Sales revenues, however, continue to grow, and this together with an increase in advertising spend should result in an improvement across all of these financial metrics during H2 2016.

Notwithstanding the impact of margin pressure and adverse foreign exchange movements on the operating performance of the business during H1 2016, the Group continues to strengthen its overall financial position. Cash and cash equivalents at 30 June 2016 were €7.430M, up from €5.435M at 30 June 2015, an increase of 36.7%. The improved cash position demonstrates the financial strength of the business and places the Group in a strong position to implement the focused bolt-on acquisition programme in the mobile advertising, social and billing areas identified in the Strategic Review (more details below).

New Opportunities

In August 2016, zamano updated shareholders on its Strategic Review which we anticipate will lead to a significant re-positioning of the company and provide it with a blueprint to secure new high end market opportunities and acquire leading edge technology and systems. This will open new opportunities in existing markets but also allow zamano to realise its potential in new markets.

The board commissioned OFS, an IT consultancy, to carry out the strategic review of the business, with the findings formally presented to the Board at the end of July 2016. This review came against a backdrop of the many market and regulatory changes which are currently taking place in zamano's core business. More significantly, the review focused on the numerous growth opportunities which currently exist in product - market areas such as mobile advertising and billing/payments.

The Strategic Review concluded that zamano should be repositioned to focus on higher value added, growth orientated activities. The board has determined that this can be most effectively achieved by implementing a focused acquisition programme in the mobile advertising, social and billing areas. Arising from this, a small number of potential acquisition targets have been identified in the three sectors already referenced. The company is currently actively evaluating these acquisition opportunities.

zamano plc and subsidiaries

Acting Chairman's Statement (Continued)

Outlook

While the overall trading outcome for the business was somewhat mixed during H1 2016, we can report a significant increase in both sales performance and cash generation. This was offset by falling margins due to increased investment in advertising, a changing sales mix in the UK and some foreign exchange headwinds. We anticipate an improvement in operating performance during H2 2016 thanks to H1 advertising spend and continuing strong UK sales performance. The 36% jump in our net cash position is very welcome as it provides us with a solid platform to implement our new acquisition strategy.

Following on from the Strategic Review, with an active focus on M & A activity, we believe that zamano can achieve one of its core strategic objectives by pursuing higher value added business which will open avenues for growth in the coming twelve months. Our desire to achieve this strategic repositioning will run in tandem with adapting and optimising our existing business lines. In addition, our energy and focus on delivering strategic acquisitions will, we anticipate, enable us to confirm substantial progress has been made in this regard during the second half of the current financial year.

Colin Tucker

Acting Chairman 24 August 2016

zamano plc and subsidiaries

Unaudited condensed consolidated income statement

for the half year ended 30 June 2016

Unaudited condensed consolidated statement of comprehensive income

for the half year ended 30 June 2016

zamano plc and subsidiaries

Unaudited condensed consolidated balance sheet

as at 30 June 2016

zamano plc and subsidiaries

Unaudited condensed consolidated statement of changes in equity

for the half year ended 30 June 2016

for the half year ended 30 June 2015

zamano plc and subsidiaries

Unaudited condensed consolidated cash flow statement

for the half year ended 30 June 2016

zamano plc and subsidiaries

Notes to the half-yearly condensed consolidated financial statements (unaudited)  

1 Reporting entity

zamano plc is a limited company incorporated and domiciled in Ireland with shares publicly traded on the Alternative Investment Market (AIM) in London and the Enterprise Securities Market (ESM) in Dublin.

The half-yearly condensed consolidated financial statements of zamano plc as at and for the six months ended 30 June 2016 consist of the results and financial position of the company and its subsidiaries together referred to as "the Group." The principal activities of the Group are the provision of mobile data services and technology.

2 Statement of compliance

These unaudited half-yearly condensed consolidated financial statements (the "half-yearly financial statements") have been prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the EU. They do not include all of the information required for full annual financial statements and should be read in conjunction with the most recent published financial statements of the Group. The comparative figures included for the year ended 31 December 2015 do not constitute statutory financial statements of the Group. The consolidated financial statements for the year ended 31 December 2015 are available at www.zamano.com. The auditor's report on those financial statements was unqualified.

These half-yearly financial statements were approved by the Board on 24 August 2016 and are available at the Group's website as noted above.

3 Significant accounting policies - basis of preparation

The accounting policies and methods of computation and presentation adopted in the preparation of the interim financial statements are consistent with those applied in the Annual Report and Accounts for the year ended 31 December 2015 and are described in those financial statements on pages 17 to 22, except for the impact of the new standards and policies described below.

The following new and amended standards and interpretations are effective for the Group for the first time for the financial year beginning 1 January 2016. None of these had a material impact on the Group:

• Defined Benefit Plans: Employee Contributions (Amendments to IAS 19);

• Annual improvements to IFRSs 2010 - 2012 Cycle;

• Amendments to IAS 1 Disclosure initiative;

• Amendments to IAS 16 and IAS 38 Clarification of acceptable methods of depreciation and amortisation;

• Amendments to IAS 27 Equity method in Separate Financial Statements;

• Amendments to IAS 16 Property, Plant and Equipment and IAS 41 Bearer Plants;

• Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations; and

• Annual improvements to IFRSs 2012 - 2014 Cycle.

zamano plc and subsidiaries

Notes (continued)

4 New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are effective for future annual reporting periods of the Group, and have not been applied in preparing these interim financial statements and the Group is currently assessing their potential impact. The Group does not plan to early-adopt these standards.

5 Estimates

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these half-yearly condensed consolidated financial statements, the significant judgements made by management and the key sources of estimation uncertainty were the same as disclosed in note 5 to the most recently published annual consolidated financial statements. The most subjective judgement relating to these interim financial statements relates to the valuation of goodwill on a previous business combination. Details related to our key assumptions in this regard are set out in note 16 to the most recently published annual consolidated financial statements.

6 Segment information

The Group is managed based on two reportable segments which are defined based on geographical markets as follows: Republic of Ireland (ROI) and United Kingdom (UK). It also has sales in other jurisdictions but these are not deemed to be stand-alone reportable segments under the requirements of IFRS 8 and are classified as "other locations" in the table below.

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 (or "CODM")

The Group's operations are not significantly impacted by seasonal fluctuations.

zamano plc and subsidiaries 

Notes (continued)

6 Segment information (continued)

Half year ended 30 June 2016

(1) Unallocated expenses relate to central overhead costs such as rent, administration, salaries and office overhead costs which are not allocated to individual reportable segments.

zamano plc and subsidiaries 

Notes (continued)

7 Income tax

The major components of the income tax expense in the half-yearly condensed consolidated income statement are:

8 Earnings per share

Basic earnings per share ("EPS") amounts are calculated by dividing net profit for the half year attributable to ordinary equity holders of the company by the weighted average number of ordinary shares outstanding during the period.

Diluted profit per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the company by the weighted average number of ordinary shares outstanding during the period 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 earnings per share computations:

zamano plc and subsidiaries

Notes (continued)

9 Adjusted earnings per share

The following reflects earnings per share ("EPS") based on adjusted net income, which is a non-GAAP measure, is as follows:

Adjusted net income is calculated as:

Reconciliation of reported operating profit to earnings before interest, tax, depreciation, amortisation and foreign exchange ("Adjusted EBITDA") and share-based payment expense is as follows:

zamano plc and subsidiaries

Notes (continued)

10 Share-based payments

 The Board may offer to grant share options to any director, employee or consultant of the Group and these are usually granted at an exercise price equal to the market price of the company's shares at the date of grant. The rules relating to the granting of share options are disclosed in the consolidated financial statements for the year ended 31 December 2015. All of the options granted are deemed to be equity-settled. 4,518,972 share options were outstanding at 30 June 2016 (6,118,972 - 30 June 2015) of which 4,518,972 had vested (2015: 200,000). There were no new options granted during the period (30 June 2015: Nil). The share-based payments expense for the period was €15,866 (2015 - €38,079).

11 Intangible assets

 * Includes other intangible assets such as databases, content management systems and web portals which were acquired through historical acquisitions.

Goodwill arises from business combinations in prior years. Details regarding the underlying assumptions determined by the directors in assessing the recoverability of goodwill are disclosed in the 31 December 2015 financial statements. The directors are satisfied that the results of the Group for the period to 30 June 2016 are in line with the assumptions applied as at 31 December 2015 and that no other events have occurred in the current period which would require an impairment test of the goodwill as at 30 June 2016 to be undertaken.

Additions to intangibles for the period to 30 June 2016 were €150,000 (2015: €150,000) which relate to internally capitalised payroll costs on development projects.

zamano plc and subsidiaries

Notes (continued)

12 Property, plant and equipment

Acquisitions and disposals

During the six months ended 30 June 2016, the Group acquired property, plant and equipment assets with a cost of €13,691 (2015 - €21,925).

No assets were disposed of by the Group during the six months ended 30 June 2016 (2015 - Nil).

13 Capital commitments

The Group had no capital commitments at 30 June 2016 (2015: Nil).

14 Related party transactions

Key management personnel receive compensation in the form of short-term employee benefits, post-employment benefits and equity compensation benefits. Key management personnel received total compensation of €348,000 (2015: €304,000) for the half year period ended 30 June 2016, including €85,000 in settlement of outstanding share options owned by the Chief Executive Officer. Total remuneration is included in other administrative expenses.

There were no other related party transactions in the period under review.

15 Post balance sheet events

There are no post balance sheet events that would require adjustment to or disclosure in these financial statements.