Monitise FY 2015 annual results and board changes

9 September 2015

Monitise announces 2015 results, board changes and progress on transition to cloud

LONDON - Monitise plc (LSE: MONI) ("Monitise", the "Company" or the "Group") announces its audited preliminary results for the year ended 30 June 2015.

FY 2015 Financial Summary

· FY 2015 revenue declined 6% to £89.7m (FY 2014: £95.1m).

· Group EBITDA(1) loss was £41.8m, at the lower end of the Company's guidance range of a £40-50m loss (FY 2014: £31.4m loss). H2 FY 2015 EBITDA loss of £11.0m was materially smaller than H1 FY 2015 loss of £30.8m.

· Operating costs were £88.3m (FY 2014: £93.1m(2)), with materially improving underlying cost disciplines reflected in a 32% half-on-half reduction to £35.8m in H2 FY 2015 from £52.5m in H1 FY 2015. Excluding the effect of non-recurring accrual reversals in H2 FY 2015, the half-on-half reduction was 18%.

· Adjusted(3) loss after tax for the year was £55.3m (FY 2014: £43.7m) and adjusted(3) loss per share was 2.7p (FY 2014: 2.6p).

· Goodwill, capitalised development costs and other intangible and fixed assets impairments of £94.3m were recognised where technologies or geographies are no longer core to strategy or where the carrying values of technologies are not supported in the short term by market readiness.

· With the changing shape of the business and focus on the cloud, an onerous contract provision of £30.3m was recognised in respect of a small number of contracts as an exceptional expense.

· The above factors, together with share-based payment charges of £28.0m (FY 2014: £9.8m) largely in relation to acquisitions, led to a statutory loss after tax in the year of £223.6m (FY 2014: £60.1m), equating to a loss per share of 10.8p (FY 2014: 3.6p).

· Cash capex was at the upper end of the Company's guidance range at £45.0m (FY 2014: £26.1m), reflecting investment in the productisation and development of Monitise technology platforms. H2 FY 2015 capex was £19.1m, compared to a peak of £25.9m in H1 FY 2015.

· Gross cash of £88.8m as at 30 June 2015 provides balance sheet strength to see Monitise through to break-even and beyond.

 (1) EBITDA is defined as operating loss before exceptional items, depreciation, amortisation, impairments and share-based payment charges.

(2) Prior year cost of sales, gross profit and operating costs have been restated due to a reclassification of certain service delivery costs from operating costs to cost of sales. There was no impact to EBITDA from this adjustment.

(3) Adjustments comprise share-based payments, exceptional items, impairments and acquisition related amortisation. A reconciliation is provided in note 9.

Board Changes

· Elizabeth Buse to step down as CEO and from the Board, effective 9 September 2015, due to her desire for personal reasons to return to the United States. Deputy CEO and Chief Commercial Officer Lee Cameron appointed CEO, effective 9 September 2015.

· Elizabeth will remain with the business until the end of October to ensure an orderly transition and handover of responsibilities.

Strategy Update

· Monitise provides specialised technology and associated services that help clients, particularly financial institutions, deliver innovative digital experiences to their customers.

· The Company is transitioning to become a cloud business to meet the evolving needs of the industries and clients it serves. As previously communicated, going forward the company will focus on Europe, the Middle East and North America.

· Monitise's new cloud platform is at the core of its strategy. The platform provides 'ready-made' products (Software as a Service/SaaS) as well as a 'build your own' (Platform as a Service/PaaS) capability, with bank-grade security and compliance for financial institutions and beyond.

· This is complemented by a dedicated on-premise platform that supports businesses that want to leverage Monitise products behind their firewall, together with the digital agency based in London, Istanbul and San Francisco, and the London-based content business.

· Existing customised solutions will continue to be supported, but Monitise will not be entering into any new arrangements of this type. The Company's sales efforts with these clients are focussed on the cloud platform.

Operational Update

· During the period, Monitise welcomed deeper partnerships with Santander, Telefónica and MasterCard with the three companies investing in the business. The Group's multi-faceted relationship with IBM also developed further through the year.

· Monitise's cloud platform launched in April 2015. It is a private cloud running on IBM's Bluemix scalable infrastructure. It provides API-based delivery of Monitise SaaS products, as well as through the Company's new PaaS offering, giving financial institutions a secure environment where they or other fintech developers can develop and operate their own applications.

Outlook

· Revenue growth not expected in FY 2016.

· Operating costs expected to continue declining in FY 2016 through a combination of headcount rationalisation, lower IT costs, the exit of non-core geographies and further property rationalisation.

· Expectation of EBITDA profitability in H2 FY 2016, and still targeting EBITDA profitability for full year.

· Cash position expected to be in excess of £45m throughout FY 2016.

Monitise Chairman Peter Ayliffe said:

"Monitise has made substantial progress during the year in moving the business to the cloud. We are well aware that our transformation of the business, while absolutely necessary, has been slower and more challenging than expected and has significantly impacted our financial performance, which we recognise has been disappointing and led to us having to revise some of the financial targets we had set for the year.

We have improved our cost disciplines and the fundamental drivers underlying our business remain strong. The Board and leadership team continue to take the necessary tough decisions and we are confident that Monitise is well placed to deliver value for shareholders as we serve our clients and partners.

The Board is pleased to announce the appointment of Lee Cameron as CEO. Lee has been on the Monitise Board since 2008, held a number of senior executive roles within the Company, is well respected by clients and has led the evolution of Monitise's PaaS offering. I would like to thank Elizabeth Buse for capably taking on the role of sole CEO earlier this year and setting in place many important changes that have helped to reposition the business for the future."

Monitise Chief Executive Elizabeth Buse said:

"Since becoming sole CEO of Monitise, I have focussed on the transition of our business towards the cloud model, while reducing costs and increasing flexibility and discipline. Our move to become a cloud business reflects our drive to adapt to the evolving needs of the industries and clients we serve. A consequence of reshaping Monitise for growth and profitability is that we have had to recognise significant non-cash impairments and exceptional one-off costs.

I have been delighted with client reaction to our cloud platform and, given Monitise's healthy cash balance and the tough decisions we continue to take, I am confident that Monitise is now better positioned for profitability and future growth.

Against this backdrop, I recently informed the Board of my desire, for personal reasons, to return to the United States. Consequently, the Board has appointed Deputy CEO, Lee Cameron, to take over as CEO with immediate effect. Lee has worked alongside me as we have been repositioning Monitise for the future, is well respected by clients, and is the right person to lead the business going forward."

Commenting on his CEO appointment, Lee Cameron said:

"At the heart of Monitise are excellent people and technologies. It is vital that we build on these strengths as we become a cloud company. My immediate priority will be to continue to execute the strategy we have put in place and to ensure that we both serve our clients and create value for our shareholders. We have the assets, clients and skills to succeed and I am determined that we build from here and that Monitise delivers on its potential."

An analyst presentation will be held on Wednesday 9 September 2015 at 9.00am BST at the London Stock Exchange, London, EC4M 7LS. A live webcast of the presentation will be available to view online via investor relations on www.monitise.com. A replay facility will be accessible via www.monitise.com/investor_relations within 24 hours of the results presentation.

About Monitise

Monitise plc (LSE: MONI) is a digital technology company creating new ways to connect, interact and transact. Our platforms, products and ideas lead to smarter, better experiences that help financial services companies and brands across many other sectors forge closer relationships with their customers. Through our cloud-based approach, design consultancy and content business, we make everyday actions easier for millions of people. Find out more at www.monitise.com.

For further information:

Monitise plc

Lee Cameron, Chief Executive Officer Tel: +44(0)20 3657 0331

Brad Petzer, Chief Financial Officer

Canaccord Genuity

(NOMAD)

Simon Bridges, Emma Gabriel Tel: +44(0)20 7523 8000

Brunswick

Jonathan Glass, Jon Drage Tel: +44(0)20 7404 5959

Forward-Looking Statements

This document includes forward-looking statements. Whilst these forward-looking statements are made in good faith they are based upon the information available to Monitise at the date of this document and upon current expectations, projections, market conditions and assumptions about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about the Group and should be treated with an appropriate degree of caution.

Chairman's Statement

Maintaining market relevance and leadership has always been a strategic priority for Monitise and over the last 18 months this has necessitated both the development of new technologies and a restructuring of the business model.

In March 2014 we announced a radical transformation in our business model to an Application Programming Interface (API) product-based architecture to support longer-term growth of our subscription revenues.

The launch of our cloud platform was a success for the business in the second half of the year and has been acknowledged by many clients and partners as a compelling solution for the future delivery of digital banking, payments and commerce. We were pleased to be able to close the year by announcing our Santander fintech joint venture and that a major regional US financial institution is contracting to access this new platform. However, this transformation of the business, while absolutely necessary, has been slower and more challenging than expected and has significantly impacted our financial performance, which we recognise has been disappointing and led to us having to revise some of the financial targets we had set for the year. This, together with the reaction to Visa Inc.'s announcement that it was reviewing its stake in Monitise, has meant it has been a very difficult period for shareholders.

Given the decline in the share price and the rapidly changing and fast growing marketplace in which Monitise operates, the Board commenced a full Strategic Review of the business in January 2015. This Strategic Review was all embracing and given the high levels of corporate activity in our market at the time, explored whether other businesses could better leverage Monitise's assets and capabilities to maximise value for shareholders. The review provided encouraging feedback on our business and strategy and a number of expressions of interest were forthcoming. These expressions were indicative, non-binding and structurally complex. The Board felt that, given the considerable uncertainty over their deliverability, none of these expressions of interest fully reflected the longer-term value potential of Monitise, and decided to continue with the strategy of transforming and streamlining the business as an independent company.

During the period, we welcomed deeper partnerships with Santander, Telefónica and MasterCard with the three companies investing in the business. Our multi-faceted relationship with IBM has also developed further throughout the year.

Board and Management

At the conclusion of the Strategic Review in March 2015, Alastair Lukies stepped down from his role as co-CEO. I would like to thank him for his contribution as the founder and driving force during Monitise's formative years. His vision, tireless devotion and energy have created a base from which we can build a long-term successful business. At the same time, the Board appointed Elizabeth Buse as sole CEO to lead the Company during the next stage of its transformational development. Elizabeth had joined initially as co-CEO in June 2014.  

Elizabeth, ably supported by Lee Cameron as Deputy CEO and Chief Commercial Officer, has brought a clarity and focus to the business and identified and built a strong senior management team which is charged with delivering our plans. The executive team is supported by a diverse Board, with a strong focus on execution, accountability and governance with the objective of improving future shareholder value.

With the business on a clear strategic path, Elizabeth has informed the Board of her desire, for personal reasons, to return to the United States. Consequently the Board has been reviewing the appropriate skill-set required to lead the new Monitise business going forward and has appointed Lee Cameron as CEO.

Lee, who has been on the Monitise Board since 2008 and held a number of senior executive roles within the Company, is well respected by clients and has led the evolution of Monitise's PaaS offering.

Elizabeth steps down as CEO and the Board from 9 September 2015 and will formally leave the business at the end of October. In the interim, she will work with the Board to ensure an orderly transition and handover of responsibilities to Lee. I would like to thank Elizabeth for her contribution to Monitise. Since becoming sole CEO earlier this year she has set in place many important changes that have helped to reposition the business for future growth and profitability.

During the year, I was pleased to announce the appointment of Stephen Shurrock as a Non-Executive Director representing Telefónica and Santander, and Amanda Burton's appointment as Senior Independent Director. Amanda joined the Monitise Board as a Non-Executive Director in June 2014.

The Board would like to thank our clients, partners, staff and shareholders for their support during what has been a challenging year.

Annual General Meeting

The Annual General Meeting of the Company will be held on 22 October 2015 at 10am BST at the offices of Canaccord Genuity, 88 Wood Street London EC2V 7QR.

Peter Ayliffe

Monitise Group Chairman

Chief Executive's Business Review

Monitise's strategy is based on the belief that digital channels, especially mobile, will transform the way businesses interact with their customers. The capabilities of digital devices have led to mobile becoming the primary channel for banking. For financial institutions this creates an opportunity to form deeper customer relationships.

However, regulatory developments, legacy infrastructures and financial challenges are constraining financial institutions' ability to invest and compete. Further, they are seeing new competitors emerge with disruptive digital businesses. Financial institutions need new approaches to innovation which tap into the emerging 'API economy' and cloud technologies. This is Monitise's opportunity. Our transition to the cloud is specifically to meet the evolving needs of the industries and the clients we serve.

Since becoming sole CEO in March 2015, I have embarked on a drive to focus the business and create a more flexible and dynamic organisation to respond to these factors. Our strategy has the new Monitise cloud platform at its core, complemented by our digital agency in London, Istanbul and San Francisco, our London-based content team and our on-premise platform. Our target markets are banks and financial institutions, retailers and fintech developers.

It has become clear over the past year that the market is not evolving at the pace we had anticipated, and this impacted market readiness for some of our more advanced solutions. It is appropriate therefore that we look critically at our balance sheet and impair assets that are not essential to our revised strategic direction. Impairments have been recognised where either technologies or geographies are no longer core to our near-term strategy.

Execution of our strategy over the year has been challenging. Despite considerable progress on reducing costs during the second half of the year, there has been continued pressure on gross margins and EBITDA margins due to the cost of supporting our customised solutions business. We now no longer expect customised solutions to deliver sustainable recurring revenues because the market and our clients are increasingly looking to new, more agile approaches to drive innovation. It is unprofitable to sell, develop and support these customised solutions and therefore, alongside short-term profit improvement initiatives, the Company's sales efforts with these clients are focussed on the cloud platform. As a result, a small number of contracts associated with supporting our customised solutions have been identified as onerous. Our statutory pre-tax loss has also been impacted by scheduled share-based payments related to acquisitions.

While the overall headline loss is significant, these adjustments do not impact our cash position. Our strong cash balance and improving cost disciplines give us the financial strength to complete our transition to a profitable cloud business.

Operational Review

· Transition to Cloud

The cloud platform launched in April 2015. It is a private cloud running on IBM's Bluemix scalable infrastructure. It provides API-based delivery of our own SaaS products, as well as through our new PaaS offering, giving financial institutions a secure environment where they or other fintech developers can develop and operate their own applications.

This platform is complemented by our digital agency and content businesses and the existing on-premise platform. Monitise's cloud business is expected to be the key driver of the Company's future growth and profitability.

We have been delighted with the new platform's reception from clients. At the year-end, we announced that a major US financial institution had contracted to access the platform. The 50:50 joint venture formed with Santander on 30 June 2015 will also use the cloud platform in order to tap into the fintech community to grow their business and in turn expand the functionality we can make available to our clients.

· Digital Agency and Content

The digital agency grew its portfolio with new clients in the UK, the US, Turkey and the Middle East. Notable clients during the year included FIAT, FIFA, First Gulf Bank, İşBank, MasterCard, Pegasus Airlines, Poten & Partners, RBS, Samsung, Santander, Türk Ekonomi Bankasi (TEB), Whitbread and Ziraat Bank.

Launch highlights included integrations of Apple's Touch ID and Apple Watch apps.

Monitise Content now offers tens of thousands of brands across dozens of industry verticals distributed direct to consumer and increasingly via third parties. In June, we announced the launch of Nectar Tickets, with the UK's largest loyalty programme.

· On-premise Platform Technology

Our on-premise platform is designed to support those businesses that want to leverage our products behind their own firewalls. During the year we enhanced our on-premise offerings, including Intelligent Messaging, the Company's two-way alerting service, and Digital Banking. For Digital Banking, we launched next-generation iOS and Android apps with richer UI features; new passcode and Touch ID-based access; a responsive design web offering; and back office and integration improvements.

· Customised Solution Enhancements

While our future focus is increasingly on our cloud business, Monitise continued to demonstrate client adoption and innovation expertise through service enhancements with customised solution clients. For RBS Group, these included Real Time Registration to allow new customers access to mobile banking within one day of an account being opened. UK person-to-person payment service Paym was integrated into RBS, Clydesdale and Yorkshire Bank services, with the latter two brands seeing their apps used for more than 33,000 payments worth more than £4.6m in just two weeks.

Partnerships

One of Monitise's key assets is its range of partnerships with leading global businesses:

o During the year, Monitise's multi-faceted relationship with IBM developed with the launch of the cloud platform, which was built on IBM's Bluemix scalable infrastructure, and the outsourcing of a large proportion of our Professional Services function to IBM. Monitise has utilised IBM resource and technology on a number of different projects. During the second half, Monitise announced a new multi-country mobile banking offering via IBM for Société Générale in Africa, as part of the shared go-to-market strategy. With our cloud platform live, and a clear direction for the business, we are looking to refocus our relationship with IBM to optimise our costs and accelerate adoption of our cloud offering.

o In September 2014, Monitise announced a strategic partnership with Santander, led out of Europe, to develop and deploy a series of mobile banking innovations. During the year, this was reflected in our digital agency work on SmartBank, the ISA App and Kitti as well as the Santander/Monitise fintech JV announcement.

o A large design and build project for a customised solution for Telefónica was completed during the year. Telefónica is now reviewing appropriate deployment phasing within Latin America.

o A large design and build project for a customised solution for Yaap, a joint venture between Telefónica, Santander and CaixaBank has been completed.

o We continue to work with MasterCard on new digital payment services. These include cross-border mobile remittance capabilities, mobile transfer solutions and cloud-based payments services for businesses globally such as financial institutions, merchants, digital service providers and public sector organisations.

Business Optimisation

During the year, we have taken a number of actions including:

o Focusing on priority markets and business opportunities and only pursuing new geographical opportunities where they are profitable and directly support partner needs.

o Optimising sales activities to focus on standardised offerings that generate sustainable, profitable revenue.

o Transferring around 20% of the Company's global employees to IBM from our Professional Services teams that were focused on customised platforms and integration projects.

o Taking advantage of lower cost resourcing at our development hub in Istanbul.

o Enhancing internal reporting and control procedures and maintaining our focus on cost reduction and cash management.

o We wound down Movida in India, the Company's 50/50 joint venture with Visa Inc. In Hong Kong, we are in the process of discontinuing the JETCO service provided with Bank of China. Both these services used our customised platforms.

Growth Opportunities

Since I joined Monitise in June 2014, the management team has worked to focus the company on profitable revenue, reducing unnecessary expense and optimising operating costs. The Group has undergone significant change. The Strategic Review undertaken earlier this year, combined with work undertaken subsequently, has identified a clear direction for Monitise. As set out in our trading update on 6 July 2015, the future growth and profitability for Monitise will be delivered through the deployment of our cloud and dedicated on-premise platforms business, supported by our digital agency and content teams.

Amid this, we will broaden the business optimisation programme begun during the last financial year to facilitate a comprehensive repositioning of Monitise to materially reduce the ongoing cost base, while improving the performance of our customised solutions and transitioning clients, where possible, to our new cloud platform. As previously flagged, we will also be exiting our non-core geographies. The Monitise that emerges from this restructuring will be an efficient business focused on Europe, the Middle East and North America, with the ability to deliver ongoing profitable growth.

I am confident about the potential of, and future direction for, Monitise. With the business on a clear strategic path and with a strong team in place, I have informed the Board of my desire, for personal reasons, to return to the United States. With my full support, the Board has been reviewing the appropriate skill-set required to lead the new Monitise business going forward and has appointed current Deputy CEO and Chief Commercial Officer, Lee Cameron as CEO with immediate effect.

Lee has worked alongside me as we have been repositioning Monitise for the future and is the right person to lead the business going forward. Lee also enjoys the confidence and trust of a great many of Monitise's key customer relationships.

I will continue working closely with Lee and the rest of the management team and will ensure there is an orderly transition and handover of responsibilities before leaving the business at the end of October.

I remain confident that the strategy we are pursuing, with our operational readiness for the cloud, is the right one for Monitise. We continue to enjoy support from our partnerships with a number of leading global businesses and our cloud platform, which will be the key growth driver of the business, has received a positive reception from clients. These factors combined with our relentless focus on costs and strong cash position give me confidence that Lee can continue to develop the business to deliver sustainable growth and profitability.

Outlook

· We do not expect revenue growth in FY 2016.

· Operating costs are expected to continue declining in FY 2016 through a combination of headcount rationalisation, lower IT costs, the exit of non-core geographies and further property rationalisation.

· We expect to be EBITDA profitable in H2 FY 2016, and are still targeting EBITDA profitability for the full year.

· We expect the cash position to be in excess of £45m throughout FY 2016.

Monitise Chief Executive Elizabeth Buse

Financial Summary

Revenue

Revenue in FY 2015 declined by 6% to £89.7m from £95.1m in FY 2014.

As per the change in strategy, the decline was largely driven by a 39% reduction in one-off product licences to £11.9m. Subscription and transaction revenue saw 6% growth to £33.1m. Subscription revenue was £16.9m in H2 FY 2015, up 4% from £16.2m in H1 FY 2015.

The reduction in product licences, while consistent with our business transformation away from selling upfront perpetual licences for software, reflected declining market opportunity for our customised solutions, especially in Europe. It also reflected the variable and less predictable nature of this type of non-recurring revenue. Product licences included a £5.0m upfront licence fee from the joint venture with Santander announced on 1 July 2015.

Subscription revenue increased 4% half on half. Contributions from Content (formerly Markco Media) and the Turkey-based business (formerly Pozitron) in FY 2015 were offset by the impact of prior period renegotiations of customised platform contracts on differing terms.

In FY 2015, development and integration revenue was flat at £44.7m (FY 2014: £44.5m). As expected, FY 2015 saw a decline in billable work from some customised solution contracts in Europe and the US as deployments matured. This was partially offset by continuing development work for large clients, as well as projects with other new and existing clients.

Our development and integration revenue includes contributions from our digital agency, including Monitise Create and our Turkey-based business. Both businesses' development and integration revenue has grown, taking into account support that they provided for clients of other parts of the Group.

On a geographic basis, revenue was largely flat in the UK and the rest of the world excluding the US. Revenue declined in the US by £4.1m, largely relating to a single customised platform contract.

Gross Margin

As a result of improved internal reporting, Monitise has changed its classification of certain service delivery costs from operating expenses to cost of sales. There was no impact to EBITDA as a result of this adjustment.

The effect of the change on gross profit is as follows:

Group gross margin under the new classification is 52% (FY 2014: 65%). Subscription margin was slightly lower at 72% compared to 74% in FY 2014.

The main contributor to the gross margin fall was the continued reduction in development and integration margins to 24% in FY 2015 (FY 2014: 43%).

This margin deterioration was driven by projects relating to customised solutions. It largely reflected incorrect scoping on fixed price commitments for large-scale projects.

Large projects included the design and build of customised solutions for Telefónica, Yaap and Virgin Money. The projects with Telefónica and Yaap are now complete.

Development and integration margins from our digital agency are higher than those from development of customised platforms.

We expect development and integration gross margins to improve to levels seen prior to FY 2015, due to the completion of large fixed price customised solution projects, utilisation of lower cost resources in Turkey and a focus on contracting on a time and materials basis for projects going forward.

EBITDA and Operating Costs

The Group EBITDA loss was £41.8m in FY 2015 compared to £31.4m in FY 2014, largely reflecting the reduction in revenues and gross margins.

Operating costs, after reclassification of certain service delivery costs to cost of sales, were £88.3m (FY 2014: £93.1m), reducing 32% half-on-half to £35.8m in H2 FY 2015 from £52.5m in H1 FY 2015. Excluding the effect of non-recurring reversals of £3.9m in H2 FY 2015 of H1 FY 2015 accruals, the half-on-half improvement was 18%.

Good progress was made on cost control in H2 FY 2015. This included a 12% reduction in total people costs and a 22% reduction in property costs. Total people costs includes charges relating to outsourced service providers such as IBM, is before capitalisation and cost of sales, and excludes the effect of non-recurring accrual reversals. These reductions were largely driven by headcount reductions and further integration and rationalisation of acquisitions.

Total global headcount, including contractors, has reduced from c.1,250 at 30 June 2014 to c.950 at 31 December 2014 and c.850 at 30 June 2015. Of this reduction, approximately half related to the transfer of employees to IBM.

Operating costs are expected to continue declining in FY 2016 through a combination of headcount rationalisation, lower IT costs, the exit of non-core geographies and further property rationalisation

Other Movements

Depreciation and Amortisation

Depreciation was £4.2m in the year (FY 2014: £4.0m). Amortisation of £20.7m (FY 2014: £15.7m) includes amortisation of acquired intangible assets of £11.7m, capitalised development costs of £5.2m and purchased software licences of £3.8m.

Impairments

Impairments of £94.3m (FY 2014: £4.2m) have been recorded, relating to capitalised development costs (£37.4m), software purchases (£9.5m), goodwill, acquired intangibles and joint venture investments (£45.9m) and leasehold improvements and computer equipment (£1.5m).

Some impairments have been recognised where the technologies or geographies are no longer core to Monitise's strategy. For example, some capitalised development costs supporting customised platforms have been impaired.

Other impairments relate to technologies that do not drive sufficient economic return in the near term to support their carrying values. This is due to evolving market conditions, including readiness of current and prospective clients to adopt such technologies.

Goodwill and acquired intangibles impairments relate to historic acquisitions in the Asia Pacific region and a historic acquisition in Europe.

Share-Based Payments

The share-based payment charge of £28.0m (FY 2014: £9.8m) is largely comprised of earn-out share-based payments relating to the acquisitions of Grapple, Pozitron and Markco Media as well as Group employee share options grants. The increase over FY 2014 is mainly driven by earn-out charges for Markco Media, acquired on 26 June 2014.

Exceptional Costs

£34.2m of net exceptional costs were recorded in the year, largely reflecting the recognition of onerous contracts and restructuring expenses (FY 2014: £1.9m, largely reflecting acquisition expenses).

As part of the ongoing review of the business in response to evolving market conditions, supporting customised solutions has been identified as a loss making activity and the business is being reshaped to focus on a cloud model.

Therefore, a number of contracts, including property leases and contracts with a third party IT and business services provider, were identified as onerous. A £30.3m provision has been recognised through exceptional expenses for the lower of the costs to terminate the contracts or fulfil them over their lifetimes. As a result of this provision, no further costs in relation to these contracts are expected to be recognised through the income statement in later years, however there will continue to be a cash cost.

£4.5m of restructuring items included headcount reduction costs related to the transition to a cloud model and associated cost reduction projects. £1.8m of exceptional costs, primarily professional advisor fees, were also recognised in relation to the Strategic Review carried out from January to March 2015. In addition, a £1.3m non-cash adjustment was made through exceptional costs to contingent consideration payable for acquisitions.

Exceptional costs were partially offset by a £3.9m credit on release of liabilities related to the settlement of historic patent claims associated with the acquisition of Monitise Americas, Inc. (formerly Clairmail, Inc.).

Loss Before Tax

Group loss before tax was £227.4m, compared to a loss in FY 2014 of £63.4m.

Tax

A tax credit of £3.9m was recorded in the year (FY 2014: £3.4m credit) principally relating to non-cash movements on the unwinding of deferred tax recognised on acquired intangible assets. The Group has an unrecognised deferred tax asset of approximately £79.0m that is available for offset against future tax expenses in the companies in which the losses arose.

Statutory Loss After Tax

The reported statutory loss after tax for FY 2015 was £223.6m (FY 2014: £60.1m). On an adjusted basis, excluding share-based payments, exceptional items, impairments and acquisition related amortisation, loss after tax was £55.3m (FY 2014: £43.7m). The increased loss was largely driven by the reduction in gross profit for the year.

Loss Per Share

The basic and diluted loss per share was 10.8p (FY 2014: 3.6p). On an adjusted basis excluding share-based payments, exceptional items, impairments and acquisition-related amortisation, basic and diluted loss per share was 2.7p compared to 2.6p in FY 2014.

Cash Flow and Funds

The Group ended the year with a gross cash position of £88.8m at 30 June 2015 compared to £129.1m at 31 December 2014 and £146.8m at 30 June 2014. Net cash was £88.2m, with finance lease liabilities becoming immaterial at £0.6m.

Free cash outflow excluding exceptional items, funding and acquired cash was £96.4m, compared to £63.9m in FY 2014. Free cash outflow was significantly reduced in H2 FY 2015 at £32.8m compared to £63.6m in H1 FY 2015. Net working capital outflows of £8.5m reflect reductions in deferred income and accrued expenses.

In November 2014, Santander, Telefónica and MasterCard participated in an equity fundraise, to support the development and accelerated rollout of Monitise's global platform capabilities with a net investment of £47.6m.

Joint venture funding totalled £1.2m in the year, down from £3.4m in FY 2014. Joint venture funding does not reflect the initial funding of the new joint venture with Santander of £3.0m, which was netted off against the receivable for the licence fee. Both partners have committed to provide up to a maximum of £10.0m of capital each to the joint venture over two years dependent on the scale and nature of opportunities identified.

Capital expenditure increased from £26.1m to £45.0m, as the Group invested in the productisation and development of its technology platforms. H2 FY 2015 capital spending was £19.1m (H1 FY 2015: £25.9m). Capital spending included £40.8m (FY 2014: £21.3m) of intangible purchases, including payments relating to prior year licence purchases. Capitalisation of research and development costs was £29.6m (FY 2014: £17.6m).

Cash exceptional expenses were £9.5m (FY 2014: £1.6m), largely reflecting restructuring and strategic review costs.

Capital expenditure is expected to reduce significantly in FY 2016 following the development and launch of the new cloud platform in April 2015. In addition to continued exceptional costs to support our restructuring, cash outflow will reflect payments associated with onerous contracts through FY 2016 to FY 2018, weighted towards earlier years. We would expect activities underway to limit outflows in respect of onerous contracts in FY 2016 to mid-to-high single-digit million pounds.

Performance Indicators

We are committed to providing financial and operational metrics, aligned to our strategic objectives, to assist with tracking business progress going forward.

In the past, we have reported non-financial metrics associated with registered users, live transactions and payments and transfers initiated via Monitise technology. However, acquisitions have broadened the scope of the business, and with the shift in focus to growth through our new cloud platform and working through partners, these metrics are no longer considered appropriate. For historical comparison, registered users continued to grow as expected in H2 2015 in line with past trends of c. 500,000 additional users per month.

New metrics more relevant to the future business direction are under consideration.

Brad Petzer

Monitise Chief Financial Officer

The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions.  

The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions. 

1. Basis of Preparation

The financial information presented in this Preliminary Announcement is extracted from, and is consistent with, the Group's audited financial statements for the year ended 30 June 2015.

The preliminary announcement for the year ended 30 June 2015 was approved by the Board of Directors on 8 September 2015. The financial information set out above does not constitute the Company's statutory accounts for the year ended 30 June 2015 or 2014 but is derived from those accounts. Statutory accounts for 2015 will be delivered following the Company's annual general meeting. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The Group's results have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

Going concern

At 30 June 2015, the Group had cash of £88.8m. The Directors have prepared a cash flow forecast, including reasonable sensitivities, which shows sufficient funding to see the Group to break even and beyond. The forecast includes cost savings which will be generated from the business optimisation programme begun during the last financial year, encompassing further headcount rationalisation, exiting from non-core geographies and further property rationalisation. Furthermore, capital expenditure is expected to be substantially reduced during the year ending 30 June 2016 following the development and launch of the new platform in April 2015. This new platform is expected to drive a new, higher margin revenue stream. The Directors therefore confirm that they have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future and accordingly these financial statements are prepared on a going concern basis.

2. Segmental information

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. At 30 June 2015, the Group has one operating segment. The operating segment's operating results are reviewed regularly by the Board of Directors in order to make decisions about resources to be allocated to the segment and to assess its performance.

In presenting information on the basis of geography, revenue is based on the location of the customers. Non-current assets are based on the geographical location of those assets.

Non-recurring acquisition-related expenses relate to acquisitions, together with costs incurred for aborted acquisitions.

The charge for onerous contracts relates to those contracts under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefit expected to be received under it. In particular, obligations associated with a number of contracts with a third party IT and business services provider have been provided. Additionally, during the year ended 30 June 2015, a number of restructuring activities were undertaken which resulted in several onerous property lease contracts.

Adjustments to contingent consideration reflect the recalculation of amounts owed to former shareholders of the acquired businesses based on performance related criteria in accordance with acquisition related contracts.

Restructuring costs are associated with a number of restructuring activities undertaken during the year ended 30 June 2015 and principally relate to redundancy and termination costs.

Strategic review costs related primarily to professional advisor fees incurred in respect of Monitise's review of its strategy and ownership structure announced on 22 January 2015.

The release of acquisition-related acquired liabilities relates to the settlement of a number of historic patent claims associated with the previous acquisition of Monitise Americas, Inc. (formerly Clairmail, Inc.).

Basic and diluted

Basic loss per share is calculated by dividing the loss attributable to owners of the parent by the weighted average number of Ordinary shares in issue during the year. As the Group is loss-making, any share options in issue are considered to be 'anti-dilutive'. As such, there is no separate calculation for diluted loss per share.

The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions.

The impairment charge for the year ended 30th June 2015 is a one-off amount of £1,501,000 which relates to write off of leasehold improvements associated with certain vacated property leases and computer equipment which has become redundant mainly as a consequence of the restructuring activities conducted during the year.

The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions.

The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions.

Impairment in the year

Impairments comprise goodwill relating to historic acquisitions in the Asia Pacific region and an historic acquisition in Europe, as well as previously capitalised software and research and development costs where either these technologies or geographies are no longer core to Monitise's future technology strategy in the short-term due to market readiness.

Goodwill acquired in a business combination is allocated at acquisition to the cash-generating unit ('CGU') that is expected to benefit from that business combination. As a consequence of the strategic review and a number of organisational changes conducted during the year ended 30 June 2015, Monitise will be able to identify cash flows going forward at lower levels than has previously been possible. As a result, Monitise's CGUs have changed from the previous year to allow a more specific review of impairments to goodwill.