Interim Results ending 30 June 2017

zamano plc

Interim Results for the six month period ended 30 June 2017

On 11 August 2017, the Group entered into a conditional Sale and Purchase Agreement to sell all of the group's operating business and assets to to Kilavan Holdings Limited. This transaction was concluded on 8 September 2017 following approval by the company's shareholders at the extraordinary general meeting (EGM) which took place on 30 August 2017.

As outlined in the circular to shareholders dated 14 August 2017, the board's decision to sell all of the group's operating business and assets arose from changes introduced by the MNOs during the last quarter of 2016 which significantly impacted the Group and its Business to Business ("B2B") customers' ability to acquire new subscribers on the Payforit platform. In the light of these changes in its principal market, the Board of zamano plc took the decision in February 2017 to formally wind down all existing Premium Rate SMS business lines over the course of 2017 and during the period to 30 June 2017, the Board concluded that the wind down of the Premium Rate SMS business would most effectively be completed by a sale of the Group's remaining operating business and assets..

As anticipated, the impact of the changes to Payforit resulted in a significant fall off in the Company's revenue and operating outcomes in the period ended 30 June 2017. A sales process was instigated during this period, during the course of which, Group management agreed to purchase all of the group's operating business and assets. As the Board had committed to a sale or wind down of the entire Premium Rate SMS business prior to 30 June 2017, all related assets and liabilities are presented in the condensed consolidated financial statements for the half year ended 30 June 2017 as part of a disposal group held for sale.

At 30 June 2017, the disposal group was stated at a fair value of a negative €1,232,000, comprising trade and other receivables of €1,206,000 and trade and other payables of €2,438,000, including estimated transaction costs of €250,000.

The entire business operations of the Group represent a discontinued operation and all results have been displayed as such in the income statement, statement of other comprehensive income and in the cash flow statement for the six months ended 30 June 2017, except any administration costs incurred in respect of the Group's listing on the Alternative Investment Market (AIM) in London and the Enterprise Securities Market (ESM) in Dublin and any costs specifically precluded from the plan to sell the Premium Rate SMS business. The comparative consolidated income statement has been re-presented to show the discontinued operation separately from continuing operations.

In addition to the transfer of liabilities of €982,000, the Group transferred cash and cash equivalents of €1,537,000 and a loss on disposal of €554,999 arose.

In our circular to shareholders dated 13 August 2017 it was stated that zamano's net cash position after disposing of the Premium Rate SMS business would be approximately €5,582,000 which would be used in part to discharge the Company's existing Plc liabilities and transaction costs related to the Disposal of approximately €282,000. Following the discharge of such liabilities and transaction expenses related to the Disposal, it was expected that zamano would retain approximately €5,300,000 of cash, and would have no other significant assets or liabilities. The Board is pleased to confirm that the estimated financial outcome described above is likely to be achieved.

Since the completion of the Disposal, the Board has commenced the process required for the Company to be in a position to make a return of cash to shareholders. Such process is expected to take up to six months. In the meantime, the Board considers it is in Shareholders' interests to continue to examine possible investment opportunities. The Board confirms that any material or significant investment opportunity will be conditional on Shareholder approval in due course.

Since the Disposal, which concluded on 8 September 2017, the Company is classified as an AIM Rule 15 cash shell company under the AIM Rules and an investing company under the ESM Rules.

The Company's investing policy was approved by the shareholders at its EGM on 30 August 2017. The Company's investing policy will be to seek to invest in and or acquire companies with either strong existing profitability or significant growth potential, in, inter alia, manufacturing, service activities, or extractive industries/exploration. The Directors intend to focus primarily on the UK and Ireland where the Directors believe that there are suitable opportunities, although other countries may also be considered to the extent that the Board considers that value opportunities exist and attractive returns can be achieved.

In selecting investment opportunities, the Board will focus on businesses that are available at attractive valuations and hold opportunities to unlock embedded value over the medium term. The Board will seek to invest in business where it can influence the business at a board level. The ability to work alongside a strong management team to maximise returns through revenue growth will be something the Board will focus upon.

Since the completion of the Disposal, the board has been engaged in a process to return cash to shareholders and / or explore and examine suitable investment opportunities. We will, of course, continue to keep shareholders fully appraised on all progress made in relation to either a cash distribution to shareholders or any investment opportunities that may crystallise at the appropriate time.

- Ends -

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zamano plc and subsidiaries

Unaudited condensed consolidated income statement

for the half year ended 30 June 2017

zamano plc and subsidiaries

Unaudited condensed consolidated statement of comprehensive income

for the half year ended 30 June 2017

zamano plc and subsidiaries

Unaudited condensed consolidated balance sheet

as at 30 June 2017

zamano plc and subsidiaries

Unaudited condensed consolidated statement of changes in equity

for the half year ended 30 June 2017

for the half year ended 30 June 2016

zamano plc and subsidiaries

Unaudited condensed consolidated cash flow statement

for the half year ended 30 June 2017

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 2017 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 2016 do not constitute statutory financial statements of the Group. The consolidated financial statements for the year ended 31 December 2016 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 25 September 2017 and are available at the Group's website as noted above.

3 Significant accounting policies

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 2016 and are described in those financial statements on pages 16 to 20, except for the following policies described below which have been applied for the first time.

a) Discontinued operation

A discontinued operation is a component of the Group's business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which:

• represents a separate major line of business or geographic area of operations;

• is a part of a single co-ordinated plan to dispose of a separate major line of business or geographic; or

• is a subsidiary acquired exclusively with a view to re-sale.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and statement of other comprehensive income is re-presented as if operation had been discontinued from the start of the comparative year.

zamano plc and subsidiaries

Notes (continued)

b) Assets held for sale

Non-current assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on re-measurement are recognised in the income statement.

4 Discontinued operations and disposal group held for sale

The mobile network operators ("MNOs") who process the Group's revenues in the United Kingdom have updated their existing "Payforit" mandates. As a result, the Group was no longer able to avail of previous exemptions with regard to its UK revenues with effect for the Group on 1 November 2016. "Payforit" is a joint initiative of MNOs in the UK to further regulate mobile payments and represents a significant regulatory change in the operating environment in the UK.

These changes introduced by MNOs significantly impacted the Group and its Business to Business ("B2B") customers' ability to acquire new subscribers on the Payforit platform and had a material adverse impact on the group's revenues following its introduction. In light of these changes, in February 2017, the Board of zamano plc took the decision to formally wind down existing Premium SMS business lines over the course of 2017.

During the period, the directors concluded that the wind down of the Premium SMS business would most effectively be completed by a sale of the Group's remaining operating business and assets. As the directors committed to a plan to sell the entire Premium SMS business and accordingly all related assets and liabilities are presented as part of a disposal group held for sale in the half - yearly condensed consolidated financial statements.

Impairment losses of €69,000 for write-downs of the disposal group to the lower of its carrying amount and its fair value less costs to sell have been expensed during the period to 30 June 2017 and have been applied to reduce the carrying amount of property, plant and equipment.

At 30 June 2017 the disposal group was stated at a fair value of a negative €1,232,000, comprising trade and other receivables of €1,206,000 and trade and other payables of €2,438,000, including estimated selling costs of €250,000. All amounts relate to working capital balances of the group therefore management are of the opinion that the fair value of assets and liabilities approximates their book value at 30 June 2017.

The entire business operations of the Group represent a discontinued operation and all results have been displayed as such in the income statement, statement of other comprehensive income and in the cash flow statement, except any administration costs incurred in respect of the Group's listing on the Alternative Investment Market (AIM) in London and the Enterprise Securities Market (ESM) in Dublin and any costs specifically precluded from the plan to sell the Premium SMS business. The comparative consolidated income statement has been re-presented to show the discontinued operation separately from continuing operations.

Sale of the business concluded in the post balance sheet period (see note 16).

zamano plc and subsidiaries

Notes (continued)

5 New standards and interpretations not yet adopted

A number of new IFRS standards (including IFRS 15: Revenue from contracts with customers and IFRS 9: Financial instruments), 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.

6 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 measurement of revenue and the fair value less costs to sell of the held for sale disposal group.

7 Segment information

The Group was managed based on two reportable segments which were 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)

8 Segment information (continued)

Half year ended 30 June 2017

(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)

9 Income tax

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

10 Loss per share

Basic loss per share ("EPS") amounts are calculated by dividing net profit/(loss) 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 loss per share amounts are calculated by dividing the net profit/(loss) 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)

11 Adjusted loss per share

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

Adjusted net (loss)/income is calculated as:

zamano plc and subsidiaries

Notes (continued)

12 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 2016. All of the options granted are deemed to be equity-settled. 4,518,972 share options were outstanding at 30 June 2017 (4,518,972 - 30 June 2016) and all had vested. There were no new options granted during the period (30 June 2016: Nil). The share-based payments expense for the period was €Nil (2016 - €15,866).

13 Intangible assets

During the six months ended 31 December 2016, the directors determined that an impairment charge of €6.35 million was required against the carrying value of goodwill and intangible assets at that date. The net book value of goodwill and intangibles at 30 June 2017 was €Nil (30 June 2016: €6,457,000; 31 December 2016: € Nil). 

zamano plc and subsidiaries

Notes (continued)

14 Property, plant and equipment

During the six months ended 30 June 2017, the Group acquired property, plant and equipment assets with a cost of €nil (2016 - €41,571). No assets were disposed of by the Group during the six months ended 30 June 2016 (2015 - €Nil). An impairment charge of €69,000 was made in the period against property, plant and equipment and included administrative expenses.

15 Related party transactions

On 11 August 2017, the Group entered into a conditional Sale and Purchase Agreement to sell the entire issued share capital of the company to Kilavan Holdings Limited, a company wholly owned by Michael Connolly and Brian Gilsenan. Michael Connolly and Brian Gilsenan are directors of Zamano Solutions Limited. Additionally Michael Connolly is a director of Zamano Limited and secretary of zamano plc. Both Michael Connolly and Brian Gilsenan were considered to be key personnel to the Group during the period to 30 June 2017, as defined by IAS 24 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 €139,000 for the half year ended 30 June 2017 (2016: €348,000).

16 Post balance sheet events

On 11 August 2017, the Group entered into a conditional Sale and Purchase Agreement to sell the entire issued share capital of the company to Kilavan Holdings Limited. This transaction concluded on 8 September 2017 with the directors of the Group having received approval from members to effect the sale at an extraordinary general meeting which took place on 30 August 2017.

In addition to the transfer of liabilities of €982,000 from the disposal group as disclosed in note 4, the Group transferred cash and cash equivalents of €1,537,000 in exchange for €1 such that a loss on disposal of €554,999 was recorded in the income statement on completion.

Since the completion of the Disposal, the Board has commenced the process required for the Company to be in a position to make a return of cash to shareholders. Such process is expected to take up to six months. In the meantime, the Board considers it is in Shareholders' interests to continue to examine possible investment opportunities. The Board confirms that any material or significant investment opportunity will be conditional on Shareholder approval in due course.