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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Monitise | LSE:MONI | London | Ordinary Share | GB00B1YMRB82 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.09 | 3.08 | 3.09 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMMONI
RNS Number : 8636O
Monitise PLC
12 February 2016
12 February 2016
MONITISE plc
Interim results for the six months to 31 December 2015
LONDON -- 12 February 2016 -- Monitise plc (LSE: MONI) ("Monitise" or the "Company") announces its unaudited interim results for the six months ended 31 December 2015, with results in line with the trading update given on 21 January 2016.
Financial Summary and Outlook
-- H1 FY 2016 revenue of GBP33.4m (H1 FY 2015: GBP42.4m), with revenue in the second half anticipated to
be broadly similar
-- EBITDA losses reduced to GBP20.2m (H1 FY 2015: GBP30.8m loss), with existing businesses generating
positive EBITDA going forward
-- Targeted investment in developing our new cloud-based offering, FINkit(R)
-- Decisive action on costs has been taken and a further material reduction in total costs is expected in H2 FY 2016
o Total costs of GBP53.6m in H1 FY 2016 (H1 FY 2015: GBP69.4m) projected to reduce by
approximately GBP3m per month in second half
-- Monitise is projecting H2 FY 2016 to be EBITDA positive
-- Gross cash at 31 December 2015 of GBP53.4m and prospective EBITDA positive trading for H2 FY 2016
means the business is sufficiently well funded to meet its future plans
Exceptional Items
-- A non-cash impairment charge in relation to non-cloud intangible assets of GBP166.8m was made
-- During the period exceptional costs of GBP8.4m have been recognised as part of the business
restructuring. Offsetting exceptional credits of GBP7.4m have been recognised, including GBP5m
following a restructuring of customer contracts
Operational Highlights
-- Our customer relationships have remained strong during this period, our pipeline is robust and
continues to develop, we are well progressed with a number of our existing and prospective
customers who are interested in using our cloud-based offering through FINkit(R), and we have
successfully proven the capabilities of FINkit(R) through a customer proof of concept
-- Tighter cost discipline will be maintained throughout FY 2016 and beyond whilst we continue to
invest in our cloud business, making sure such investment is proportionate to the size and timing
of customer contracts
-- Ongoing cost disciplines have improved transparency and accountability enabling each business
unit to have full ownership of their respective P&Ls
-- We continue to evaluate all assets within the Monitise group to ensure they remain core to our
proposition
Monitise Chairman Peter Ayliffe said: "The essential transition to cloud-based services and sustainable recurring revenues, continues to be very challenging. However, the focus on ensuring we have developed a relevant, market leading proposition whilst also achieving EBITDA profitability for the second half of FY16, means that we enter this next phase in our transition with optimism. We are all now focused on executing our plans with successful delivery of our cloud-based services at the heart of our future."
Monitise CEO Lee Cameron said: "Having taken the tough decisions and defined a clear path to take the business forward, Monitise is not just a leaner business; it is stronger and healthier. We are proud of our market leading technology assets, world class digital experts across our businesses, a strong history and heritage of being trusted to deliver bank grade services to highly regulated organisations and an enviable client list who remain supportive of our strategy.
We have faced many challenges during the last six months, and have further work to do to restore investor confidence in our business, but we are adequately funded and I am confident we will be EBITDA positive in the second half of FY16. Investment in FINkit(R) will be proportionate to the timing and scale of contracts signed and we will continue to evaluate all assets in order to preserve and maximise value for all stakeholders. Our mission is to become the global toolkit that enables smarter and faster innovation for our clients where security, compliance and performance are mandatory."
About Monitise
Monitise plc (LSE: MONI) is a leader in enabling accelerated digital innovation within industries where security, compliance and scalability are mandated. Our platforms, toolkits, products and ideas draw upon over a decade of experience of building and operating world class digital banking, and support all stages of a digital solution from strategy to concept design, development and operations. Find out more at www.monitise.com.
FINkit(R) is designed specifically for financial institutions. It lets customers build and run secure and compliant products and services faster than ever. FINkit(R) is a unique combination of a cloud-based environment, pre-built API-based financial components, and use of the latest secure and agile continuous development methodologies.
For further information:
Monitise plc
Lee Cameron, Chief Executive Officer Tel: +44(0)20 3657 0056
Canaccord Genuity (NOMAD)
Simon Bridges, Cameron Duncan, Emma Gabriel Tel: +44(0)20 7523 8000
Brunswick
Jonathan Glass, Jon Drage Tel: +44(0)20 7404 5959
Chief Executive's Statement
Overview
The six months to 31 December 2015 saw Monitise undergo significant change. There were changes in the management team, a comprehensive restructuring and cost reduction plan, but also a clear and transparent focus on the key drivers of the business going forward. Throughout this period of transition, we have delivered for our existing clients whilst commencing the marketing of FINkit(R), which is at the heart of our strategy going forward. FINkit(R) is our platform designed to enable financial services organisations to increase their pace of innovation in a secure and compliant way. I absolutely recognise that we have some way to go in order to restore investor confidence, but I am encouraged that our clients remain supportive and we are confident that we will be able to successfully deliver our FINkit(R) capabilities to a wide range of customers. As part of the cost reduction measures, we have had to reduce roles across the organisation. This period has been unsettling for the Company as colleagues depart and some people within the organisation sought new opportunities elsewhere. It is important that we have been able to put measures in place to retain and incentivise key personnel. I believe we now have the operational team and stable base to ensure that the Company can capture the opportunities ahead.
Market Review
Monitise has always retained its platform agnostic and interoperable status and we continue to serve a wide range of banks, financial services businesses and other organisations that need to extend their digital reach. The world is moving ever faster to an API economy where collaboration and the value of data are critically important to any successful business. Monitise's experience in delivering bank grade services over the past decade puts us in a strong position from which we can market our cloud-based FINkit(R) business and our existing businesses in order to support and enable our clients' digital strategies.
The drive to open API standards and regulatory changes such as Payment Services Directive 2 ("PSD2") require our clients to increase the pace of innovation in order to defend their position as the trusted source of FinTech services to their customers as well as develop new business models that use digital capability to drive down costs and increase revenues.
Operational Review
Monitise is organised around six key areas, five existing units and our cloud-based FINkit(R) business. Each area is headed up by a key executive responsible and accountable for the performance of the unit. I lead the FINkit(R) business alongside my duties as the Group's CEO. My leadership team is comprised of the other functional unit heads, each of whom is an experienced executive within Monitise. Each business operates both as a single business unit but also works in close collaboration with other units to deliver for clients.
FINkit(R)
This business will be at the heart of Monitise going forward. It leverages the cloud to deliver platform capabilities that have been designed and built to enable our financial services clients to launch FinTech innovation securely with speed. The platform is being marketed to our existing and prospective clients, in partnership with IBM. Feedback from existing clients has been very encouraging and we are in discussions with the majority of our MEP clients with a view to transition to FINkit(R).
IBM continues to work closely with Monitise across its business and, in particular, in joint business development activity to market Monitise's FINkit(R) which was built with the assistance of IBM and resides on IBM's Bluemix solution. Going forward, IBM and Monitise will continue to develop capabilities that are intended to deliver the ability for banks and financial services organisations to benefit from a range of digital services as part of the joint IBM and Monitise offering.
RBS continues to work closely with Monitise exploring opportunities that will ensure their customers have the very best banking experience. Santander continues to support Monitise and is currently evaluating how to leverage the capability of FINkit(R) to enable customers to benefit from a range of digital services as part of the Monitise offering. In addition, we are also exploring ways of embedding MasterCard's market leading APIs within FINkit(R) to enable payments capability and other digital services as part of Monitise's offering to banks and their customers.
Europe
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Our original Enterprise Platform ("MEP") comprises the bulk of our current revenues in our European business. MEP continues to power the mobile banking and other digital services of many UK banks. Our leadership position as an independent business providing bank grade digital services was forged in this unit and it continues to represent a sizeable part of the overall business. Over time, we anticipate that these clients will migrate to our FINkit(R) platform in order to augment the services we currently provide and these new deals will generate new ongoing revenue streams. As some existing MEP contracts come to an end, and while we seek to transition these clients to FINkit(R), we have plans in place to manage the cost base and the potential impact on EBITDA. We continue to work with Visa Europe under the current three-year commercial agreement which runs until 31 March 2016. Our relationship with RBS remains very strong and we continue to support their use of MEP including any change in how their MEP solution is hosted.
Americas
The acquisition of Clairmail in 2012 brought the Vantage Platform to Monitise. Similar to MEP, this powers mobile banking and messaging services for over 40 banks and credit unions across the US and Canada. Headquartered in San Francisco, our team continue to develop the Vantage Platform and support existing clients with associated annuity revenues, while signing new clients. The current Visa Inc contract, as previously announced, will terminate in June 2016 and plans have been implemented to ensure the business is structured appropriately going forward. We expect FINkit(R) sales in North America to follow European contracts, and are developing services today that will leverage the cloud in order to deliver bank grade capability in this market.
MEA
Pozitron was acquired to accelerate geographic expansion into a region bringing many existing bank client relationships and digital capability as a provider of mobile banking services and design and engineering expertise. In H1 FY 2016 MEA launched six new products and signed two new clients including lastminute.com. Whilst our MEA business continues to serve these clients and pursue new ones, they also provide a cost effective, near shore development and engineering resources centre for other business units who require a flexible solution to scaling resources on an as required basis.
Create
The award winning Grapple business provided Monitise with a ready-made and highly regarded full service digital agency capability which continues to provide market leading strategy consultancy, human first digital design and UI/UX expertise to its clients, some of whom are banks and financial services businesses. Following the conclusion of the earn out period, the new management team are focused on sustainably rebuilding momentum with new client wins. So far this year five new client wins have been added.
Content
Markco Media was brought into the group to be the content engine, utilising its network of relationships with retailers, affiliates and ticket agencies in order to provide vouchers, coupons and exclusive ticket offers to mobile banking users which they could redeem at the point of sale online or in store which would generate a commission for Monitise. The business continues to perform well and is showing growth, albeit that it is clearly distinguished from the other units and operates as a standalone business. Content now serves white label solutions to four B2B clients including EE and Nectar. Myvouchercodes.co.uk, the consumer-facing brand of Content, had a strong trading performance over Christmas and finished ahead of target for January, it currently has over 7 million members.
Outlook
Having taken the tough decisions and defined a clear path to take the business forward, Monitise is not just a leaner business; it is stronger and healthier. We are proud of our market leading technology assets and digital expertise, our strong history and heritage of being trusted to deliver bank grade services to highly regulated organisations and our enviable list of clients who are supportive of our strategy.
We have faced many challenges during the last six months, and have further work to do to restore investor confidence in our business, but we are well funded and I am confident that we will be EBITDA positive in the second half of FY16. Investment in FINkit(R) will be proportionate to the timing and scale of contracts signed and we will continue to evaluate all assets in order to preserve and maximise value for all stakeholders. Our mission is to become the global toolkit that enables smarter and faster innovation for our clients where security, compliance and performance are mandatory.
Financial Review
The Group's performance for the six months ended 31 December 2015 reflects a continuation of the transition of our business, with the Group moving away from large upfront licence revenue and engagement in large scale development and integration led projects, but not yet benefiting from sales of the new cloud-based platform and associated revenues. As previously announced, Monitise is focusing on transitioning to a subscription based model and an evolved product architecture which will enable the Group to scale more rapidly.
Revenue
H1 FY H2 FY H1 FY 2015 2016 % split 2015 GBPm % split GBPm % split GBPm --------------------------- ------ --------- ----------- --------- ----------- --------- Product Licences 0.5 2 7.5 16 4.4 10 --------------------------- ------ --------- ----------- --------- ----------- --------- Platform Supply & Transaction fees* 17.1 51 16.9 36 16.2 38 --------------------------- ------ --------- ----------- --------- ----------- --------- User Generated 17.6 53 24.4 52 20.6 48 --------------------------- ------ --------- ----------- --------- ----------- --------- Development & Integration 15.8 47 22.9 48 21.8 52 --------------------------- ------ --------- ----------- --------- ----------- --------- TOTAL 33.4 100 47.3 100 42.4 100 --------------------------- ------ --------- ----------- --------- ----------- ---------
*Previously named "Subscriptions & Transactions"
Group revenue fell 21% year-on-year to GBP33.4m in H1 FY 2016 from GBP42.4m in H1 FY 2015. The decline in licence revenue reflects the fact that Monitise is de-emphasising this line of business. Licence revenue will continue but will increasingly become part of our subscription pricing model, leading to it becoming a significantly lower proportion of the revenue mix than seen in prior periods. The decline in Development & Integration revenue from GBP22.9m in H2 2015 to GBP15.8m in H1 2016 was due to a combination of reduced activity in our Create business following management transition post earn-out completion and lower billings in North America whilst clearing historical contractual commitments. Prospectively the levels of Development & Integration revenues will reflect the ending of the current VISA contracts, offset in part by development work with clients in relation to products that will be provided on our cloud-based platform, FINkit(R).
Gross Margins
% H1 H2 FY 2015 H1 FY 2015 FY 2016 ------------------------------- ------ ----------- ----------- License 100 100 100 ------------------------------- ------ ----------- ----------- Platform supply & transaction fees 74 72 70 ------------------------------- ------ ----------- ----------- Development & Integration 33 22 27 ------------------------------- ------ ----------- ----------- TOTAL 55 52 51 ------------------------------- ------ ----------- -----------
Group gross margin improved to 55% (H1 FY 2015: 51%). The improving gross margin results from lower high margin licence revenues being offset by improving Development & Integration gross margins. The Development & Integration margins have improved as loss making contracts drop out of the revenue stream.
EBITDA and Operating Costs
The Group EBITDA loss was GBP20.2m in the period (H1 FY 2015: GBP30.8m). Operating costs were GBP38.7m (H1 FY 2015: GBP48.6m*) reflecting the cost reduction exercise undertaken during the period.
H1 FY 2016 H2 FY 2015 H1 FY 2015 GBPm GBPm GBPm ----------------------------- ----------- ----------- ----------- Staff costs and third party contract resource 35.9 43.1 47.5 ----------------------------- ----------- ----------- ----------- Property 3.6 3.9 5.0 ----------------------------- ----------- ----------- ----------- Technology and other 14.1 15.2 16.9 ----------------------------- ----------- ----------- ----------- Total costs* 53.6 62.2 69.4 ----------------------------- ----------- ----------- ----------- Headcount (permanent staff) - Average 784 949 1059 ----------------------------- ----------- ----------- ----------- Headcount (permanent staff) - Period End 646 850 950 ----------------------------- ----------- ----------- ----------- H1 FY 2016 H2 FY 2015 H1 FY 2015 GBPm GBPm GBPm
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----------------- ----------- ----------- ----------- Cost of Sales 14.9 22.5 20.8 ----------------- ----------- ----------- ----------- Operating Costs 38.7 39.7 48.6 ----------------- ----------- ----------- ----------- Total costs* 53.6 62.2 69.4 ----------------- ----------- ----------- -----------
*In order to appropriately reflect the underlying movement in costs, H2 FY 2015 operating costs have been adjusted downwards by GBP3.9m and H1 FY 2015 increased by GBP3.9m in the table and narrative above. This is to remove the effect of non-recurring accrual reversals taken within FY 2015, as set out on page 9 of the 2015 Annual Report.
Two major rounds of restructuring have been undertaken during the six months ended 31 December 2015, with permanent headcount falling from 850 at 30 June 2015 to 545 in February 2016 and additionally a significant reduction in third party contract resource. As a result of this, a number of property leases have become surplus to requirements, which will result in future property cost savings. These changes in conjunction with the introduction of tighter cost controls mean that the cost base for the second half of this financial year is projected to be lower than the first half by approximately GBP3m per month.
Other Movements
Depreciation & Amortisation
Depreciation was GBP2.8m in the period (H1 FY 2015: GBP2.2m). Amortisation of GBP7.3m (H1 FY 2015: GBP10.7m) includes amortisation of acquired intangible assets of GBP5.0m and capitalised development costs of GBP1.0m.
Share-based Payments
The share-based payments charge of GBP10.4m in the period (H1 FY 2015: GBP12.1m) comprises an increase of GBP0.8m for prior business combinations, offset by a reduction of GBP2.5m in respect of the Group's share options. The reduction in relation to share options reflects the lower number of options that are expected to vest following the reduction in head count.
Exceptional costs
Net exceptional charges of GBP1.0m were recorded in the period. This net charge includes credits of GBP7.4m and charges of GBP8.4m. The credits include exceptional income of GBP5.0m in respect of an amount received in relation to a revision to a customer contract and, as a result of successful negotiations, a reduction in the estimated costs in relation to onerous contracts taken in prior periods. The charges relate to the costs of the restructuring exercise comprising principally the cost of reducing headcount and a provision for surplus property arising as a result of the restructuring.
Impairment charges
Following a reassessment of the Group's strategic plan, a further review of intangible assets has been undertaken. The result of the review is a non-cash impairment of GBP166.8m against the value of non-Cloud intangible assets held, and a further GBP3.1m impairment of other assets.
Loss Before Tax
Group loss before tax was GBP210.5m, compared to a loss in H1 FY 2015 of GBP58.4m. The increased loss was driven by the non-cash impairment charge.
Tax
The Group has accounted for a deferred tax credit of GBP5.1m in the period (H1 FY 2014: GBP1.6m), principally relating to non-cash movements on the unwinding of deferred tax recognised on acquired intangible assets.
The Group has unrecognised tax losses of approximately GBP344m which are available for offset against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses where it is the view of the Directors that future taxable profits are not deemed probable in the short-term to offset against these losses.
Attributable Loss
The reported loss after tax for H1 FY 2016 was GBP205.4m (H1 FY 2015: GBP56.8m).
Gain/Loss on Foreign Exchange
A GBP7.6m gain was recorded in other comprehensive income in the period (H1 FY 2015 gain: GBP14.8m). This is primarily driven by the translation of dollar assets including goodwill, other intangible assets and cash in overseas subsidiaries.
Loss Per Share
The basic and diluted loss per share was 9.3p (H1 FY 2015: 2.8p).
Cash Flow and Funds
The Group ended the half year with a strong balance sheet, holding GBP53.4m of gross cash at 31 December 2015 compared to GBP88.8m at 30 June 2015. Free cash outflow was GBP30.4m, compared to GBP63.5m in H1 FY 2015. The main components of adjusted free cash outflow were capex of GBP7.5m, EBITDA loss of GBP20.2m and a negative working capital movement of GBP2.4m.
In addition to the free cash outflow the Group had net expenditure on exceptional items and onerous contracts of GBP5.9m resulting in a total cash outflow for the period of GBP36.4m.
Capital spending decreased to GBP7.5m from GBP25.9m as the Group approached the conclusion of its investment in the productisation of its technology platform. Capital spending included GBP0.6m (H1 FY 2015: GBP2.6m) of tangible asset purchases, and GBP6.8m (H1 FY 2015: GBP23.3m) of intangible asset purchases and capitalisation.
Condensed Consolidated Statement of Comprehensive Income 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2015 2014 2015 (unaudited) (unaudited) (audited) Note GBP'000 GBP'000 GBP'000 -------------------------------------------------- ----- ------------ ------------ ---------- Revenue 4 33,359 42,402 89,700 Cost of sales (14,854) (20,768) (43,227) -------------------------------------------------- ----- ------------ ------------ ---------- Gross profit 18,505 21,634 46,473 Operating costs before depreciation, amortisation, impairments and share-based payments (38,699) (52,457) (88,273) -------------------------------------------------- ----- ------------ ------------ ---------- EBITDA 6 (20,194) (30,823) (41,800) Depreciation, amortisation and impairments (179,986) (12,903) (119,196) -------------------------------------------------- ----- ------------ ------------ ---------- Operating loss before share-based payments and exceptional items (200,180) (43,726) (160,996) Share-based payments (10,407) (12,057) (27,977) Exceptional items 6 (980) (2,289) (34,151) -------------------------------------------------- ----- ------------ ------------ ---------- Operating loss 5 (211,567) (58,072) (223,124) Finance income 1,147 225 442 Finance costs (92) (315) (963) Share of post-tax loss of joint ventures (29) (224) (3,788) -------------------------------------------------- ----- ------------ ------------ ---------- Loss before income tax (210,541) (58,386) (227,433) Income tax 5,133 1,600 3,882 -------------------------------------------------- ----- ------------ ------------ ---------- Loss for the period/year attributable to the owners of the parent (205,408) (56,786) (223,551) Other comprehensive income that may be reclassified subsequently to profit or loss: Currency translation differences on consolidation 7,585 14,852 8,150 -------------------------------------------------- ----- ------------ ------------ ---------- Total comprehensive expense for the period/year attributable to the owners of the parent (197,823) (41,934) (215,401) -------------------------------------------------- ----- ------------ ------------ ---------- Loss per share attributable to owners of the parent during the period/year (expressed in pence per share): - basic and diluted 7 (9.3p) (2.8p) (10.8p) -------------------------------------------------- ----- ------------ ------------ ---------- The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions and a reclassification of service delivery costs from operating expenses to cost of sales. Condensed Consolidated Statement of Financial Position As at As at As at 31 December 31 December 30 June 2015 2014 2015 (unaudited) (unaudited) (audited) Note GBP'000 GBP'000 GBP'000 -------------------------------------- ----- ------------ ------------ ---------- ASSETS Non-current assets Property, plant and equipment 3,780 10,203 7,276 Intangible assets 8 57,126 307,027 216,273
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Investments in joint ventures 471 293 500 -------------------------------------- ----- ------------ ------------ ---------- 61,377 317,523 224,049 Current assets Trade and other receivables 23,064 43,858 27,824 Current tax assets - 59 - Cash and cash equivalents 9 53,367 129,079 88,801 -------------------------------------- ----- ------------ ------------ ---------- 76,431 172,996 116,625 -------------------------------------- ----- ------------ ------------ ---------- Total assets 137,808 490,519 340,674 -------------------------------------- ----- ------------ ------------ ---------- LIABILITIES Current liabilities Trade and other payables (28,030) (55,235) (34,494) Current tax liabilities (11) (243) (24) Provisions (16,341) (313) (14,658) Financial liabilities 10 (1,023) (8,297) (10,036) -------------------------------------- ----- ------------ ------------ ---------- (45,405) (64,088) (59,212) Non-current liabilities Deferred income and other payables (3,499) (4,289) (3,936) Provisions (8,002) - (15,200) Financial liabilities 10 (1,625) (501) (335) Deferred tax liabilities (5,073) (12,688) (10,208) -------------------------------------- ----- ------------ ------------ ---------- (18,199) (17,478) (29,679) Total liabilities (63,604) (81,566) (88,891) -------------------------------------- ----- ------------ ------------ ---------- Net assets 74,204 408,953 251,783 -------------------------------------- ----- ------------ ------------ ---------- EQUITY Capital and reserves attributable to owners of the parent Ordinary shares 11 22,044 21,357 21,682 Ordinary shares to be issued 11 2,511 2,511 2,511 Share premium 11 383,721 383,505 383,721 Foreign exchange translation reserve 5,073 4,190 (2,512) Other reserves 262,034 235,661 244,214 Accumulated losses (601,179) (238,271) (397,833) -------------------------------------- ----- ------------ ------------ ---------- Total equity 74,204 408,953 251,783 -------------------------------------- ----- ------------ ------------ ---------- The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions. Condensed Consolidated Statement of Changes in Equity Share-based Ordinary Reverse Foreign Ordinary shares Share Merger acquisition payment Accumulated exchange to shares be premium reserve reserve reserve losses reserve Total issued GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Six months to 31 December 2014 Balance at 1 July 2014 19,448 2,511 336,990 221,539 (25,321) 20,823 (182,019) (10,662) 383,309 Loss for the period - - - - - - (56,786) - (56,786) Other comprehensive income - - - - - - - 14,852 14,852 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Total comprehensive (expense)/income - - - - - - (56,786) 14,852 (41,934) Issue of Ordinary shares (net of expenses) 1,613 - 45,963 - - - - - 47,576 Issue of Ordinary shares relating to prior year business combinations 214 - - 8,026 - (929) - - 7,311 Share-based payments - - - - - 12,057 - - 12,057 Exercise of share options 82 - 552 - - (534) 534 - 634 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Balance at 31 December 2014 21,357 2,511 383,505 229,565 (25,321) 31,417 (238,271) 4,190 408,953 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Twelve months to 30 June 2015 Balance at 1 July 2014 19,448 2,511 336,990 221,539 (25,321) 20,823 (182,019) (10,662) 383,309 Loss for the year - - - - - - (223,551) - (223,551) Other comprehensive income - - - - - - - 8,150 8,150 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Total comprehensive (expense)/income - - - - - - (223,551) 8,150 (215,401) Issue of Ordinary shares (net of expenses) 1,614 - 46,014 - - - - - 47,628 Issue of Ordinary shares relating to prior year business combinations 458 - - 7,133 - (151) - - 7,440 Share-based payments - - - - - 27,928 - - 27,928 Exercise of share options 162 - 717 - - (7,737) 7,737 - 879 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Balance at 30 June 2015 21,682 2,511 383,721 228,672 (25,321) 40,863 (397,833) (2,512) 251,783 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Six months to 31 December 2015 Balance at 1 July 2015 21,682 2,511 383,721 228,672 (25,321) 40,863 (397,833) (2,512) 251,783 Loss for the period - - - - - - (205,408) - (205,408) Other comprehensive income - - - - - - - 7,585 7,585 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Total comprehensive income/(expense) - - - - - - (205,408) 7,585 (197,823) Issue of Ordinary - - - - - - - - - shares (net of expenses) Issue of Ordinary shares relating to prior year business combinations 357 - - 9,511 - (36) - - 9,832 Share-based payments - - - - - 10,407 - - 10,407 Exercise of share options 5 - - - - (2,062) 2,062 - 5 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- Balance at 31 December 2015 22,044 2,511 383,721 238,183 (25,321) 49,172 (601,179) 5,073 74,204 ------------------ --------- --------- -------- -------- ------------ ------------ ------------ --------- ---------- The comparative figures include the effects of the finalisation of acquisition accounting relating to prior year acquisitions. Condensed Consolidated Cash Flow Statement 6 months 6 months Year ended ended ended 31 December 31 December 30 June
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Note 2015 2014 2015 (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 -------------------------------------- ----- ------------ ------------ ---------- Cash flows used in operating activities Cash used by operations 12 (22,321) (38,012) (50,345) Exceptional expenses (net) (5,921) (3,669) (9,491) Net income tax (paid)/received (29) 146 (141) -------------------------------------- ----- ------------ ------------ ---------- Net cash used in operating activities (28,271) (41,535) (59,977) Investing activities Investments in joint ventures (500) - (1,244) Interest received 191 239 447 Purchases of property, plant and equipment (649) (2,639) (4,135) Purchase and capitalisation of intangible assets (6,803) (23,288) (40,821) -------------------------------------- ----- ------------ ------------ ---------- Investment in short-term investments (7,761) (25,688) (45,753) Financing activities Proceeds from issuance of ordinary shares (net of expenses) 39 48,620 46,995 Share options and warrants exercised 5 634 879 Interest paid (67) (110) (164) Repayments of finance lease liabilities (355) (138) (277) -------------------------------------- ----- ------------ ------------ ---------- Net cash (used in)/from financing activities (378) 49,006 47,433 -------------------------------------- ----- ------------ ------------ ---------- Net decrease in cash and cash equivalents (36,410) (18,217) (58,297) Cash and cash equivalents at beginning of the period/year 88,801 146,828 146,828 Effect of exchange rate changes 976 468 270 -------------------------------------- ----- ------------ ------------ ---------- Cash and cash equivalents at end of the period/year 53,367 129,079 88,801 -------------------------------------- ----- ------------ ------------ ---------- Notes to the Condensed Consolidated Financial Statements 1. General information Monitise plc ('the Company'), and its subsidiaries (together 'the Group') is a cloud and digital technology group enabling accelerated digital innovation within industries where security, compliance and scalability are mandated. The Group is headquartered in the UK and operates ventures in the UK, US and Turkey. The Company is a public limited company incorporated and domiciled in England and Wales whose shares are publicly traded on the Alternative Investment Market ('AIM') of the London Stock Exchange. The condensed consolidated interim financial information was approved for issue by the Board on 11 February 2016. This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2015 were approved by the Board on 8 September 2015 and delivered to the Registrar of Companies. The Auditors' report on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006. The condensed consolidated interim financial information is neither audited nor reviewed by the auditors and the results of the operations for the six months ended 31 December 2015 are not necessarily indicative of the operating results for future operating periods. 2. Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. The policies have been applied consistently unless otherwise stated. They are the same as those used in preparing the consolidated financial statements at 30 June 2015. 2.1. Basis of preparation The condensed consolidated interim financial information has been prepared under the measurement principles of International Financial Reporting Standards ('IFRS') as adopted by the European Union ('IFRS as adopted by the EU'), using accounting policies and methods of computation consistent, except as noted below, with those set out in the Company's 2015 Annual Report and Accounts. The financial statements have been prepared under the historical cost convention, as modified, where applicable, by the revaluation of financial assets and financial liabilities (including derivatives) at fair value through profit or loss. As permitted by AIM rules, the Group has not applied IAS 34 'Interim reporting' in preparing this interim report. Based on projections prepared of the Group's anticipated future results, the Directors have reasonable expectations that the Group will have adequate resources to continue in existence for the foreseeable future. Therefore, the Directors continue to adopt the going concern basis in preparing this financial information. 2.2. Accounting policies The accounting policies applied are consistent with those of the annual financial statements for the year ended 30 June 2015, as described in those annual financial statements. There are currently no other new standards, amendments to standards and interpretations that are mandatory for the first time for the financial year beginning 1 July 2015. The following new standards, amendments to standards and interpretations are mandatory for the first time for the financial year beginning 1 July 2016: Effective date ---------------------------------------------------------------- ----------------- -- Amendments to IAS 1: "Presentation of financial 1 January statements" on the disclosure initiative 2016 -- Amendment to IAS 16 "Property, Plant and Equipment" 1 January and IAS 38 "Intangible assets" on depreciation 2016 and amortisation -- Amendments to IAS 27: Equity Method in Separate 1 January Financial Statements 2016 -- Amendment to IFRS 11 "Joint Arrangements on Acquisition 1 January of an Interest in a Joint Operation" 2016 -- IFRS 14 "Regulatory Deferral Accounts" 1 January 2016 -- Amendment to IFRS 10, IFRS 12 and IAS 28 "Investment 1 January Entities": Applying the Consolidation Exception 2016 -- Annual improvements to IFRSs 2012-2014 1 January 2016 -- Amendments to IFRS 10 and IAS 28: Sale of Contribution 1 January of Assets between an Investor and its Associate 2016 or Joint Venture -- Amendments to IAS 16 and IAS 41: Bearer Plants 1 January 2016 The Directors do not anticipate that the adoption of any of the above standards, amendments or interpretations will have a material impact on the Group's financial statements on initial application. The following new standards, amendments to standards and interpretations have been issued but will not be effective until financial years beginning on or after 1 July 2017: Effective date (subject to EU endorsement) ---------------------------------------------------------------- ----------------- -- IFRS 15 "Revenue from Contracts with Customers" 1 January 2018 -- IFRS 9 "Financial Instruments" 1 January 2018 -- IFRS 16 "Leases" 1 January 2019 The Group is currently assessing the impact of the other standards listed above on its results, financial position and cash flows. The Group continues to monitor the potential impact of other new standards and interpretations which may be endorsed by the European Union and require adoption by the Group in future accounting periods. 3. Critical accounting estimates and judgements The preparation of the financial statements requires the Group to make estimates, judgements and assumptions that affect the
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reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Directors base their estimates on historical experience and various other assumptions that they believe are reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In the process of applying the Group's accounting policies, management has made a number of judgements and estimations, which have been consistent with those set out in the Company's 2015 Annual Report and Accounts. 3.1. Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services provided within the Group's ordinary activities, net of discounts and sales taxes. It comprises user generated revenues, product licences and development and integration services. User generated revenue relates to revenue generated from all types of end-user activity and may take various forms including per user fees, click fees, commissions and revenue share, and includes associated managed services. This revenue is recognised as the services are performed. Product licences are sales where the customer has the ability to exploit the licenced functionality upon delivery and include both certain term-based and perpetual licences. These licence revenues are recognised as a sale of a good once all of the below recognition criteria have been met: -- the Group has transferred to the buyer the significant risks and rewards of ownership of the licence; -- the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; -- the amount of revenue can be measured reliably; -- it is probable that the economic benefits associated with the transaction will flow to the Group; and -- the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue relating to development and integration services contracted on a time and materials basis is recognised as the services are performed. Revenue relating to development and integration services identified as a service contract, provided over a specified time period, is recognised on a straight-line basis. Development and integration service revenue delivered under a fixed price contract is recognised on a percentage-of-completion basis, based on the extent of work completed as a percentage of overall estimated project cost, when the outcome of a contract can be estimated reliably. Determining whether a contract's outcome can be estimated reliably requires management to exercise judgement and estimates are continually reviewed as determined by events or circumstances. Provision is made as soon as a loss is foreseen. Typically, a number of the above elements may be sold together as a bundled contract. Revenue is recognised separately for each component if it is considered to represent a separable good or service and a fair value can be reliably established. The Group may derive fair value for its services based on a reliable cost estimate plus an appropriate market-based margin. Where a product licence is included within a bundled arrangement, the residual value of the contract is ascribed to the product licence after a fair value has been allocated to all other components. Amounts which meet the Group's revenue recognition policy which have not yet been invoiced are accounted for as accrued income whereas amounts invoiced which have not met the Group's revenue recognition criteria are deferred and are accounted for as deferred income until such time as the revenue can be recognised. Management makes an assessment of the certainty of any accrued revenue amounts in determining how much revenue to recognise. 3.2. Share-based payments Judgement and estimation is required in determining the fair value of shares at the date of award. The fair value is estimated using valuation techniques which take into account the award's term, the risk-free interest rate and the expected volatility of the market price of the Company's shares. Judgement and estimation is also required to assess the number of options expected to vest. 3.3. Going concern The Directors have prepared projections of the Group's anticipated future results based on their best estimate of likely future developments within the business and therefore believe that the assumption that the Group is a going concern is valid. The financial information has therefore been prepared on the 'going concern' basis. 3.4. Development costs The Group has capitalised internally generated intangible assets as required in accordance with IAS 38. Management have assessed expected contribution to be generated from these assets and deemed that no adjustment is required to the carrying value of the assets. The recoverable amount of the assets has been determined based on value in use calculations which require the use of estimates and judgements. Management reviews the assets for impairment on a regular basis. 3.5. Impairment of assets IFRS requires management to undertake an annual test for impairment of assets with indefinite lives, including goodwill and, for assets with finite lives, to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the fair value less costs to sell or net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including management's expectations of growth and discount rates. Changing the assumptions selected by management could significantly affect the Group's impairment evaluation and, hence, results. The Group's review includes the key assumptions related to sensitivity in the cash flow projections. Further details are provided in note 8. 3.6. Deferred tax Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised. In particular, judgement is used when assessing the extent to which deferred tax assets should be recognised, with consideration given to the timing and level of future taxable income. 3.7. Acquisition accounting and goodwill - Where the Group undertakes business combinations, the cost of acquisition is allocated to identifiable net assets and contingent liabilities acquired and assumed by reference to their estimated fair values at the time of acquisition. The remaining amount is recorded as goodwill. Identifiable net assets are valued using external valuation providers and involve an element of judgement related to projected results. Fair values that are stated as provisional are not finalised at the reporting date and final fair values may be determined that are materially different from the provisional values stated. 3.8. Fair value estimation for financial instruments The fair value of financial instruments that are not traded in an active market, for example over-the-counter derivatives and contingent consideration liabilities, are estimated using valuation techniques. Management uses judgement to select a variety of methods and make assumptions that are based on market conditions existing at the end of the reporting period as well as internal information regarding a variety of probable outcomes. Holding trade receivables and payables at their amortised cost less impairment provision for trade receivables is deemed to approximate their fair values. 3.9. Provisions Management uses judgement to estimate the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. 4. Segmental information Reportable segment Monitise's operating segment is reported based on the information reviewed by the chief operating decision maker for the purposes of allocating resources and assessing performance. The Board of Directors is the Group's chief operating decision maker. The Board of Directors considers revenue, cost of sales, operating costs, exceptional costs and a measure of adjusted EBITDA of the Group as a whole when assessing the performance of the business and making decisions about the allocation of resources. In addition, the Board reviews revenue split by products and geographies to assist with the allocation of resources. Accordingly, the Group had one reportable operating segment for the year ended 30 June 2015. The operating segment derives revenues from delivering mobile banking, payments and commerce networks worldwide. Segmental reporting will be reviewed for the year ended 30 June 2016 in line with changes underway in the reporting of operating segments. Products and services 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2015 2014 2015
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GBP'000 GBP'000 GBP'000 ---------------------------------------- ----- ------------ ------------ -------- Product licences 468 4,356 11,875 Product supply and transaction fees 17,063 16,201 33,089 ---------------------------------------- ----- ------------ ------------ -------- User generated revenue 17,531 20,557 44,964 Development and integration services 15,828 21,845 44,736 ---------------------------------------- ----- ------------ ------------ -------- Total Revenue 33,359 42,402 89,700 ---------------------------------------- ----- ------------ ------------ -------- Product licences are sales where the customer has the ability to exploit the licensed functionality upon delivery and include certain term-based and perpetual licences. 5. Operating loss This is stated after charging: 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2015 2014 2015 Note GBP'000 GBP'000 GBP'000 ---------------------------------------- ----- ------------ ------------ -------- Depreciation 2,784 2,197 4,204 Impairment of property, plant and equipment 2,630 - 1,501 Amortisation 8 7,274 10,706 20,671 Impairment of intangible assets 8 166,798 - 92,380 Impairment of investment in joint venture 500 - 440 Share based payments 10,407 12,057 27,977 Exceptional items 6 980 2,289 34,151 ---------------------------------------- ----- ------------ ------------ -------- 6. EBITDA EBITDA is defined as operating loss before exceptional items, depreciation, amortisation, impairments and share-based payments charge. Exceptional items comprise: 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2015 2014 2015 GBP'000 GBP'000 GBP'000 ---------------------------------------- ----- ------------ ------------ -------- Exceptional income (5,000) - - Onerous contracts (2,382) - 28,475 Surplus property costs 2,312 - 1,817 Adjustment to contingent consideration - - 1,314 Restructuring costs 5,964 2,610 4,485 Strategic Review and corporate development costs 86 (321) 1,945 Release of acquisition-related liabilities - - (3,885) ---------------------------------------- ----- ------------ ------------ -------- Total exceptional items 980 2,289 34,151 ---------------------------------------- ----- ------------ ------------ -------- The exceptional income relates to an amount received in respect of a revision to a customer contract. 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 and have been adjusted in the current period to reflect successful negotiation of the onerous obligations. Additionally, 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 and principally relate to redundancy and termination costs. Strategic Review and corporate development 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 and costs associated with a number of corporate development projects. 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.). 7. Loss per share 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. Reconciliations of the loss and weighted average number of shares used in the calculation are set out below: 6 months 6 months Year ended ended ended 31 December 31 December 30 June 2015 2014 2015 ------------------------------------------ ------------ ------------ --------------- Loss for the period/year (GBP'000) (205,408) (56,786) (223,551) Weighted average number of shares in issue ('000) 2,199,414 1,993,438 2,069,164 ------------------------------------------- ------------ ------------ --------------- Basic and diluted loss per share (pence) (9.3p) (2.8p) (10.8p) ------------------------------------------- ------------ ------------ --------------- 8. Intangible assets Purchased Intellectual and acquired Capitalised Customer property Acquired software development Goodwill contracts rights technology licences costs Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- Cost: As at 1 July 2014 196,394 45,694 277 26,744 16,986 36,383 322,478 Exchange differences 12,130 2,826 - 1,087 (135) 289 16,197 Additions - - 30 - 2,317 12,708 15,055 Acquisitions (4,642) 3,447 - 1,269 - - 74 Disposals - (2) - - (773) (3) (778) ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- As at 31 December 2014 203,882 51,965 307 29,100 18,395 49,377 353,026 ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- Accumulated amortisation and impairment: As at 1 July 2014 1,546 7,997 222 6,936 4,164 13,846 34,711 Exchange differences - 688 - 741 (139) 67 1,357 Charge - 3,155 23 2,607 2,575 2,346 10,706 Disposals - (2) - - (773) - (775) ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- As at 31 December 2014 1,546 11,838 245 10,284 5,827 16,259 45,999 ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- Net book value: As at 1 July 2014 194,848 37,697 55 19,808 12,822 22,537 287,767 ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- As at 31 December 2014 202,336 40,127 62 18,816 12,568 33,118 307,027 ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- Cost:
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As at 1 July 2014 196,394 45,694 277 26,744 16,986 36,383 322,478 Exchange differences 8,536 473 - 333 (147) 179 9,374 Additions - - - - 3,051 29,611 32,662 Disposals - - - - (2,007) - (2,007) ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- As at 30 June 2015 204,930 46,167 277 27,077 17,883 66,173 362,507 ---------------------- --------- ---------- ------------- ----------- ------------- ------------ -------- Accumulated amortisation and impairment: As at 1 July 2014 1,546 7,997 222 6,936 4,164 13,846 34,711 Exchange differences 1 368 (1) 226 (146) 31 479 Charge - 6,601 31 5,026 3,803 5,210 20,671 Impairment 40,223 1,853 - 3,365 9,533 37,406 92,380 Disposals - - - - (2,007) - (2,007) ---------------------- -------- ------- --------- --------- ------------ ------------ --------- As at 30 June 2015 41,770 16,819 252 15,553 15,347 56,493 146,234 ---------------------- -------- ------- --------- --------- ------------ ------------ --------- Net book value: As at 1 July 2014 194,848 37,697 55 19,808 12,822 22,537 287,767 ---------------------- -------- ------- --------- --------- ------------ ------------ --------- As at 30 June 2015 163,160 29,348 25 11,524 2,536 9,680 216,273 ---------------------- -------- ------- --------- --------- ------------ ------------ --------- Cost: As at 1 July 2015 204,930 46,167 277 27,077 17,883 66,173 362,507 Exchange differences 7,989 1,478 - 649 1 570 10,687 Additions - - - - 1,695 4,966 6,661 Disposals - - (13) - (1,517) - (1,530) ---------------------- -------- ------- --------- --------- ------------ ------------ --------- As at 31 December 2015 212,919 47,645 264 27,726 18,062 71,709 378,325 ---------------------- -------- ------- --------- --------- ------------ ------------ --------- Accumulated amortisation and impairment: As at 1 July 2015 41,770 16,819 252 15,553 15,347 56,493 146,234 Exchange differences 1,066 747 - 458 11 141 2,423 Charge - 2,906 8 2,082 1,282 996 7,274 Impairment 157,060 7,464 - 2,200 74 - 166,798 Disposals - - (13) - (1,517) - (1,530) ---------------------- -------- ------- --------- --------- ------------ ------------ --------- As at 31 December 2015 199,896 27,936 247 20,293 15,197 57,630 321,199 ---------------------- -------- ------- --------- --------- ------------ ------------ --------- Net book value: As at 1 July 2015 163,160 29,348 25 11,524 2,536 9,680 216,273 ---------------------- -------- ------- --------- --------- ------------ ------------ --------- As at 31 December 2015 13,023 19,709 17 7,433 2,865 14,079 57,126 ---------------------- -------- ------- --------- --------- ------------ ------------ --------- 9. Net funds 31 December 31 December 30 June 2015 2014 2015 GBP'000 GBP'000 GBP'000 ---------------------------------------------------- --------- ------------ ------------ --------- Cash at bank and in hand 53,367 129,079 88,801 Finance leases (2,648) (740) (596) ---------------------------------------------------- --------- ------------ ------------ --------- Net funds 50,719 128,339 88,205 ---------------------------------------------------- --------- ------------ ------------ --------- 10. Financial liabilities 31 December 31 December 30 June 2015 2014 2015 GBP'000 GBP'000 GBP'000 ---------------------------------------------------- --------- ------------ ------------ --------- Due within one year Financial liabilities at fair value through profit or loss - 8,058 9,775 Finance leases 1,023 239 261 ---------------------------------------------------- --------- ------------ ------------ --------- Financial liabilities due within one year 1,023 8,297 10,036 ---------------------------------------------------- --------- ------------ ------------ --------- Due after one year Finance leases 1,625 501 335 ---------------------------------------------------- --------- ------------ ------------ --------- Financial liabilities due after one year 1,625 501 335 ---------------------------------------------------- --------- ------------ ------------ --------- Total financial liabilities 2,648 8,798 10,371 ---------------------------------------------------- --------- ------------ ------------ --------- 11. Ordinary shares, share premium and other reserves Allotted and fully paid GBP0.01 nominal value shares Ordinary Share Number shares premium of shares GBP'000 GBP'000 ---------------------------------------------------- ----------------------- ------------ --------- As at 1 July 2014 1,944,806,182 19,448 336,990 Issue of new shares 207,269,385 2,072 47,639 Exercise of share options and warrants 16,155,869 162 717 Cost of share issue - - (1,625) ---------------------------------------------------- ----------------------- ------------ --------- As at 1 July 2015 2,168,231,436 21,682 383,721 Issue of new shares 35,629,905 357 - Exercise of share options and warrants 526,371 5 - ---------------------------------------------------- ----------------------- ------------ --------- As at 31 December 2015 2,204,387,712 22,044 383,721 ---------------------------------------------------- ----------------------- ------------ --------- As at 1 July 2014 1,944,806,182 19,448 336,990 Issue of new shares 182,714,084 1,827 47,593 Exercise of share options and warrants 8,157,425 82 552 Cost of share issue - - (1,630) ---------------------------------------------------- ----------------------- ------------ --------- As at 31 December 2014 2,135,677,691 21,357 383,505 ---------------------------------------------------- ----------------------- ------------ --------- Reconciliation of shares issued Ordinary Number of Ordinary shares Share Merger to shares shares be premium reserve Total issued GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ---------------------- ----------------- --------- --------- ------------ ------------ --------- As at 1 July 2014 1,944,806,182 19,448 2,511 336,990 221,539 580,488 December 2014
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