We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Appscatter Group Plc | LSE:APPS | London | Ordinary Share | GB00BF54H884 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 17.25 | 0.00 | 00:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Mar 2020 to Mar 2025
TIDMAPPS
RNS Number : 1509M
appScatter Group PLC
12 September 2019
12 September 2019
appScatter Group plc
("appScatter", the "Company" and together with its subsidiaries the "Group")
Unaudited interim results for six months ended 30 June 2019
appScatter Group plc (AIM: APPS), the intelligent app management platform, is pleased to report its unaudited interim results for the six months ended 30 June 2019.
Highlights
-- Revenue for the period of GBP710,926 for the six months ended June 2019 compared to GBP951,345 for the twelve months to December 2018.
-- The reported revenue for the first six months of 2018 included accrued revenue of GBP576,573 of which only GBP38,000 was ultimately recognised in the full year accounts the adjusted revenue figure for the first six months of 2018 would have been GBP365,596.
-- Operating cash outflow from operations of GBP1,311,023 compared to GBP2,050,966 for the first six months of 2018.
-- Continued integration of the Priori Data and Abilott businesses acquired during 2018.
Post-period highlights
-- Partnership with Bango plc, through this partnership appScatter will offer Bango Marketplace to its app customer base with appScatter developers benefitting from an exclusive offer on high value audiences of users.
-- Partnership with Interarrows Inc. a Tokyo based on-demand internet consulting service, to expand the Priori Data brand into the Asian market.
-- Admission document for the reverse acquisition of Airpush Inc ("Airpush"). expected to be posted in due course.
-- Entered into a EUR5 million loan facility with Harbert European Speciality Lending.
Philip Marcella, appScatter CEO, commented:
"The kes focus areas for the period under review has been the continued integration of Priori Date and Abilott, as well as the process of the reverse acquisition of AirPush. Post period end, we are delighted to have been able to announce additional commerical agreements with Bango and Interarrows, illustrating the strength of the appScatter offering and dedication of the leadership team we have in place.
"The integration process has taken longer than expected and with the focus of the management directed at the proposed aquisition of Airpush, short term revenue growth has been affected. We are encouraged however, that once the integration processes have been completed for Priori, Abilott and AirPush, we will return to stronger levels of revenue growth."
For enquiries, please contact:
appScatter Group plc Tel: +44 (0)20 8004 7212 Philip Marcella, Chief Executive Officer www.appscatter.com finnCap Limited Tel: +44 (0)20 7220 0500 Nominated Adviser and Broker www.finncap.com Jonny Franklin-Adams / Hannah Boros/ Edward Whiley Corporate Broking- Alice Lane IFC Advisory Tel: +44 (0) 20 3934 6630 Financial PR and IR https://www.investor-focus.co.uk/ Graham Herring / Heather Armstrong / Florence Chandler
About appScatter Group plc
appScatter is a scalable B2B SaaS platform that allows paying users to distribute their apps to, and manage their apps on, multiple app stores. Additionally, the centralised platform enables app developers and publishers to manage and track performance of their own and competing apps across all of the app stores on the platform.
*****
Chairman's statement
Introduction
The release of our interim results for the six months ended 30 June 2019, comes soon after the delayed release of the results for the year ended 31 December 2018. We are in the latter stages of due diligence with regard to the proposed acquisition of Airpush ) (the "Proposed Acquisition") which will be considered by shareholders at a General Meeting to be convened.
Suspension in the trading of the Company's shares
Under the AIM Rules the Company's shares were suspended from trading on 9 April 2019, the day of the announcement of the Proposed Acquisition. We are working to publish an Admission Document on the combined Group and once published we would expect a resumption in the trading of the Company's shares on AIM.
Financial performance
The decisions to hold back the commercial launch of the appScatter platform has inevitably resulted in a financial performance for the six months ended 30 June 2019 lower than originally expected.
The revenue for the first six months of 2018 included accrued revenue of GBP576,573. This related to work carried out for corporate customers where invoicing was anticipated to occur after the reporting date. Only GBP38,000 of this work had been invoiced as at 31 December 2018 and given timing uncertainties under when the balance will be invoiced the accrued revenue was not recognised for the twelve months to 31 December 2019. On a consistent basis the comparable revenue figure for the first six months of 2018 would be GBP365,596.
The loss for the six months to June 2019 includes GBP2.1m which relates to the amortisation of intangible assets; the majority of which were acquired in the Priori Data acquisition.
A summary of the adjusted results is shown in the table below.
Hot Features
Premium
6 months to 6 months to 12 months to
31 December
30 June 2019 30 June 2018 2018
GBP GBP GBP
Revenue (adjusted) 710,926 365,596 951,345
Cost of sales (excluding
amortisation) (449,539) (107,506) (304,069)
Gross margin 261,387 258,090 647,276
Administrative expenses (3,271,672) (3,781,317) (8,489,455)
EBITDA (3,010,285) (3,523,227) (7,842,179)
============= ============= =============
Events during the period under review
The first six months of 2019 were devoted to integrating the acquisitions of Priori Data and Abilott, both made in 2018, together with the preparations for the Proposed Acquisition, which under the AIM Rules, because of its size relative to the size of appScatter, constitutes a reverse takeover.
Priori Data
Work to integrate Priori Data and appScatter is now complete.
The Board is pleased with the way Priori Data is trading and looks forward to a significant pick up in business following completion of the Proposed Acquisition.
Abilott
As announced at the time of its acquisition, Abilott has long been the security partner of choice for the appScatter business and as such needed less integration.
Airpush
As announced on 9 September 2019, we are working towards completing the acquisition of 100 per cent of Airpush.
Airpush, is a technology company specialising in app monetisation which was founded in 2011 and is registered in Delaware, USA. It has 102 employees and consultants located across the US, China and Europe. It operates in four principal business areas: app monetisation using artificial intelligence, data sales, security and e-commerce. Airpush is a well-established business with contracts with multiple OEMs using it's over the air technology, reaching 250 million mobile devices, increasing by 500K new devices each month.
Both appScatter and Airpush share the same vision to provide an end-to-end SaaS platform for the management and monetisation of mobile apps that meets the needs of app owners, developers and publishers.
If completed, the Proposed Acquisition will expand the Company's product suite by adding AI-powered targeted revenue generating services on mobile platforms; e-commerce revenue share partnerships; and an improved security portfolio with detection and monetisation of pirated installs. The acquisition will provide the enlarged Group the opportunity to sell its wider product suite to its combined 1.3 million registered developers and publishers, whilst increasing revenue and profit margins.
The Proposed Acquisition will also enable the Group to improve the quality and range of data currently utilised. New data sources will include app data from 250 million devices, complementing the current 11 million apps tracked daily and audience data from 3.4 billion devices.
Airpush employees are based globally, adding greater capacity, more scale and a wider geographical reach to the Company's existing teams. The combination of the two businesses offers significant operational efficiencies in IT hosting, software development and marketing.
The Proposed Acquisition will be funded by the issue of further new Ordinary Shares in appScatter, subject to approval by shareholders of appScatter in a general meeting of the Company.
Further details of the Airpush business will be set out in detail in the forthcoming Admission Document.
Platform development
The marketing of the appScatter platform took a back seat during the period under review, with the platform being enhanced to work with the Priori Data systems.
The development work to fully integrate Priori Data with the appScatter platform has been completed. We are now further enhancing the capabilities of the platform to accommodate the Airpush systems, in anticipation of shareholders approving the Proposed Acquisition at the forthcoming General Meeting.
We do not intend to fully relaunch the further enhanced platform until the integration and development work regarding the Airpush business is complete.
Post Period End
Bango
On 2 July 2019, the Board was pleased to announce that it has signed an agreement with Bango PLC, the mobile commerce company, to grow in-app revenues for appScatter's customers through Bango Marketplace.
The Bango Marketplace provides app developers with a unique way of targeting the small percentage of users that are proven to make in-app purchases, which generates the majority of revenues for app developers. App developers who have used these audiences for user acquisition campaigns have more than doubled in-app revenues.
Through this partnership, appScatter will offer Bango Marketplace to its app developer customer base, with appScatter developers benefitting from an exclusive offer on high value audiences of pay-proven users.
Japanese base
Similarly, on 8 July 2019, the Board was pleased to announce that it has signed a Joint Venture ("JV") Agreement with interarrows Inc., ("interarrows"), the Tokyo based on-demand internet consulting service, to help expand its Priori Data brand into the Asian market.
Interarrows offers innovative, on-demand internet consulting services to their clients through its tracking and assessment of technology trends throughout the global IT industry. The firm has a number of significant clients that include Salesforce, Indeed and Yahoo Japan.
The JV will initially base the Priori Data offering and platform in Japan. Both parties recognise the importance of the Japanese app market, one of the largest in the world, estimated to be worth US$13.7 billion in 2017, becoming the third largest, behind China and the US, with forecasts for it to grow to US$20.9 billion by 2022.
Funding
The lower than anticipated income from trading as we pursue the completion of the Proposed Acquisition which has taken longer than anticipated has created the need for additional funding for working capital purposes.
In 2019 to date, and further to the announcement on the 9 April 2019, GBP1.6 million has been raised in new equity at an average price of 26.8p per share.
On 11 September 2019, the Company entered into a EUR5 million loan facility via Harbert under which EUR750,000 has to date been drawn.
This facility has been put in place principally to assist with the funding of the Company's immediate working capital requirements and some of the costs associated with the Proposed Acquisition.
In anticipation of investor interest and the funds provided under the Harbert facility the Directors continue to adopt the going concern approach to the presentation of the Company's financial results. However, in the event of a significant delay or that sufficient funding from new investors were not available before the date set for the publication of the Admission Document, then the Company would need to make alternative financial arrangements for the continued use of the going concern approach to remain valid.
Future plans
The Company's immediate objective is the completion of the Proposed Acquisition and the commercial launch of the enhanced appScatter platform.
Outlook
The need for an end-to-end SaaS platform for the management and monetisation of mobile apps that meets the needs of app owners, developers and publishers is as great as it ever was and the combination with Airpush together with the required funding is intended to allow the Enlarged Group to meet this demand.
Clive Carver
Non-executive Chairman
11 September 2019
Consolidated income statement
For the six months ended 30 June 2019
Unaudited Unaudited Audited
6 months 6 months 12 months
to to to
30 Jun 2019 30 Jun 2018 31 Dec 2018
Revenue 710,926 904,169 951,345
Cost of sales - amortisation (2,108,951) (432,628) (2,286,286)
Cost of sales - other (449,539) (107,506) (304,069)
------------ ------------ -------------
Gross (loss) / profit (1,847,564) 364,035 (1,639,010)
Administrative expenses (3,235,414) (3,753,359) (8,484,156)
------------ ------------ -------------
Operating loss (5,082,978) (3,389,324) (10,123,166)
Exceptional items - transaction
costs - - (882,445)
Finance income - 82 118
Finance costs (36,258) (28,040) (5,417)
------------ ------------ -------------
Loss before taxation (5,119,236) (3,417,282) (11,010,910)
Taxation - - 520,395
------------ ------------ -------------
Loss for the period (5,119,236) (3,417,282) (10,490,515)
Other comprehensive income
Exchange gains / (losses) arising
on the translation of foreign subsidiaries (12,800) (9,615) 26,661
------------ ------------ -------------
Total comprehensive loss for the
period attributable to the owners
- continuing and total operations (5,132,036) (3,426,897) (10,463,854)
Loss per share - basic & diluted (0.06) (0.05) (0.25)
Consolidated Statement of Financial Position
At 30 June 2019
Unaudited Unaudited Audited
Note 30 Jun 2019 30 Jun 2018 31 Dec 2018
Non-current assets
Intangible assets 3 9,226,260 1,942,115 10,822,443
Goodwill 2,105,179 - 2,105,179
------------- ------------- -------------
Total non-current assets 11,331,439 1,942,115 12,927,622
Current assets
Trade & other receivables 4 1,301,213 5,358,444 1,397,645
Cash & cash equivalents - 2,626,229 83,402
------------- ------------- -------------
Total current assets 1,301,213 7,984,673 1,481,047
Total assets 12,632,652 9,926,788 14,408,669
------------- ------------- -------------
Share capital 4,550,808 3,378,523 4,550,808
Share premium 11,832,991 8,951,166 11,832,991
Share option reserve 1,318,298 793,590 1,068,222
Merger reserve 26,693,792 18,494,869 26,693,792
Reverse acquisition reserve (4,422,859) (4,422,859) (4,422,859)
Foreign exchange reserve (64,966) (69,212) (52,166)
Retained earnings (32,780,219) (20,587,750) (27,660,983)
------------- ------------- -------------
Total equity 7,127,845 6,538,327 12,009,805
Current liabilities
Trade & other payables 5 5,025,978 3,388,460 2,217,579
Bank overdraft 19,321 - -
Loans & borrowings - current 348,907 - 61,800
------------- ------------- -------------
Total current liabilities 5,394,206 3,388,460 2,279,379
Non-current liabilities
Loans & borrowings - non-current 110,601 - 119,485
------------- ------------- -------------
Total non-current liabilities 110,601 - 119,485
Total liabilities 5,504,807 3,388,460 2,398,864
Total equity & liabilities 12,632,652 9,926,787 14,408,669
------------- ------------- -------------
Consolidated Statement of Changes in Equity
At 30 June 2019
Share Share Share Merger Reverse Foreign Retained Total
Capital Premium Option Reserve acquisition exchange earnings
Reserve reserve reserve
GBP GBP GBP GBP GBP GBP GBP GBP
At 1 January
2018 3,158,907 6,672,740 528,876 18,494,869 (4,422,859) (78,827) (17,170,468) 7,183,238
Loss for the
period - - - - - - (3,417,282) (3,417,282)
Other
comprehensive
income
FX Gains /
(Losses) - - - - - 9,615 - 9,615
---------------- ---------- ----------- ---------- ----------- ------------ --------- ------------- ------------
Total
comprehensive
loss - - - - - 9,615 (3,417,282) (3,407,667)
Issue of share
capital for
cash 219,616 2,855,008 - - - - - 3,074,624
Expenses
associated
with
Placing - (576,582) - - - - - (576,582) Share options issued - - 264,715 - - - - 264,715 ---------------- ---------- ----------- ---------- ----------- ------------ --------- ------------- ------------ At 30 June 2018 3,378,523 8,951,166 793,591 18,494,869 (4,422,859) (69,212) (20,587,750) 6,538,328 Loss for the period - - - - - - (7,073,233) (7,073,233) Other comprehensive income FX Gains / (Losses) - - - - - 17,046 - 17,046 ---------------- ---------- ----------- ---------- ----------- ------------ --------- ------------- ------------ Total comprehensive loss - - - - - 17,046 (7,073,233) (7,056,187) Issue of share capital for cash 256,550 3,335,154 - - - - - 3,591,704 Expenses associated with Placing - (453,329) - - - - - (453,329) Acquisition of Priori Data GmbH 832,402 - - 7,957,256 - - - 8,789,658 Acquisition of Abilott 83,333 - - 241,667 - - - 325,000 Share options issued - - 274,631 - - - - 274,631 ---------------- ---------- ----------- ---------- ----------- ------------ --------- ------------- ------------ At 31 December 2018 4,550,808 11,832,991 1,068,222 26,693,792 (4,422,859) (52,166) (27,660,983) 12,009,805 Loss for the period - - - - - - (5,119,236) (5,119,236) Other comprehensive income FX Gains / (Losses) - - - - - (12,800) - (12,800) ---------------- ---------- ----------- ---------- ----------- ------------ --------- ------------- ------------ Total comprehensive loss - - - - - (12,800) (5,119,236) (5,132,036) Share options issued - - 250,076 - - - - 250,076 ---------------- ---------- ----------- ---------- ----------- ------------ --------- ------------- ------------ At 30 June 2019 4,550,808 11,832,991 1,318,298 26,693,792 (4,422,859) (64,966) (32,780,219) 7,127,845
Consolidated Statement of Cash flows
For the six months ended 30 June 2019
Unaudited Unaudited Audited
6 months 6 months 12 months
to to to
30 Jun 2019 30 Jun 2018 31 Dec 2018
Cash flows from operating activities
Operating loss before taxation (5,119,236) (3,417,282) (11,010,910)
Adjustments for:
Finance costs 36,258 28,040 5,417
Finance income - - (118)
Amortisation 2,108,951 432,628 2,282,286
Share based payments charge 250,076 264,714 539,346
Tax Credit - - 600,395
Exchange differences (13,493) 10,536 9,983
------------ ------------ -------------
Operating loss before working capital
changes (2,737,444) (2,681,364) (7,573,601)
Changes in working capital
Decrease / (increase) in trade
& other receivables 96,432 (293,601) 2,121,902
(Decrease) in trade & other payables 1,329,989 923,999 (731,645)
------------ ------------ -------------
Net cash used in operations (1,311,023) (2,050,966) (6,183,344)
Investing activities
Capitalised R&D Costs - (931,315) (1,037,350)
Interest received - - 118
Funds placed on deposit for the
Priori transaction - (1,829,774) -
Acquisition of business (net of
cash) - - (2,108,137)
------------ ------------ -------------
Net cash flows used in investing
activities - (2,761,089) (3,145,369)
Financing activities
Finance costs (36,258) - (5,411)
Borrowings 278,223 - -
Cash received on shares to be issued 1,478,410 1,159,134 -
Issue of ordinary shares (net of
expenses) - 2,498,042 5,636,417
------------ ------------ -------------
Net cash flows from financing activities 1,720,375 3,657,176 5,631,006
Net change in cash and cash equivalents (102,723) (1,154,879) (3,697,707)
Cash and cash equivalents at the
beginning of the period 83,402 3,781,109 3,781,109
------------ ------------ -------------
Cash and cash equivalents at the
end of the period (19,321) 2,626,230 83,402
------------ ------------ -------------
Notes to the consolidated interim financial statements
1. Accounting policies
1.1. Reporting entity
appScatter Group plc is a public limited company incorporated and domiciled in England and Wales and quoted on AIM. The registered office of the Company is Salisbury House, London Wall, London, England, EC2M 5PS. The registered company number is 10706264.
The Directors of appScatter Group plc are responsible for the financial information.
1.2. Basis of preparation
The principal accounting policies applied in the preparation of the financial information are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated below.
The financial information has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs), as adopted by the European Union. The interim financial statements for the six months ended 30 June 2019 and 30 June 2018 and for the twelve months ended 31 December 2018 do not constitute statutory accounts for the purposes of Section 434 of the Companies Act 2006. The Annual Report and Financial Statements for the year ended 31 December 2018 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statements for the year ended 31 December 2018 was qualified and did not contain a statement under sections 498(2) or 498(3) of the Companies Act 2006. The 30 June 2019 statements were approved by the Board of Directors on 11 September 2019. The interim financial statements has not been audited or reviewed by auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information. The interim financial information has been prepared using the accounting policies which will be applied in the Group's statutory financial statements for the year ended 31 December 2019 and were applied in the Group's statutory financial statements for the year ended 31 December 2018.
The presentation currency of the financial information is Pound Sterling (GBP) rounded to the nearest pound. The Company, and appScatter Limited's functional currency is Pound Sterling (GBP). The functional currency for the Company's US registered subsidiaries are US$ and the functional currency of Priori Data GmbH is Euro.
1.3. Composition of the Group
appScatter Group PLC was incorporated on 3 April 2017. The Company acquired the share capital of the trading entity, appScatter Limited, on 21 August 2017.
The Company's subsidiaries are:
- appScatter Limited registered in England and Wales with the registration number 09786498 - appScatter LLC registered in Delaware with the federal ID number 46-3445738 - DSH Labs LLC registered in Delaware with the federal ID number 46- 3918193
- Priori Data GmbH German limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) incorporated in Berlin under no. HRB 150508 B
- Abilott Limited registered in England and Wales with the registration number 6203799
1.4. Going concern
The consolidated entity has incurred a loss after tax of GBP5,119,236 for the period (2018: GBP3,417,282) and had a net cash outflow from operations of GBP1,311,023 (2018: GBP2,050,966).
The Financial Statements of the Group are prepared on a going concern basis. The loss and cash outflow have been incurred as the Group is currently in a growth phase as it develops its platform and launches its initial customer propositions. Further detail on the trading prospects of the Group are included in the Chairman's Statement above.
Under the Company's forecasts, based on the Group as currently constituted, the funds raised do not provide sufficient funding for at least the next twelve months based on anticipated outgoings and the receipt of revenues from production. In the event of the completed Proposed Acquisition of Airpush the Directors expect the combined Group would on the basis of forecast prepared have sufficient funding for at least the next twelve months, based on anticipated outgoings and revenues. In the event the proposed reverse takeover with Airpush does not complete, or completes later than currently expected, the Group as currently constituted, would require additional funding. The extent of the additional funding required could to some extent be mitigated by management action to reduce costs, but this alone would not bridge any funding gap.
While there is no guarantee that future funding will be available, based on the response from potential investors already seen and the support of the Harbert Facility the Directors continue believe that such funding, if required, would be obtained through debt or equity to enable the company to trade and meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and consequently the financial statements have been prepared on a going concern basis and do not include the adjustments that would result if the Group was unable to continue as a going concern.
1.5. Basis of consolidation
The consolidated financial statements include the results of the Company and its subsidiaries ("the Group") as if they formed a single entity for the full period or, in the case of acquisitions, from the date control is transferred to the Group. The Company controls an entity when the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities. The entity which it controls is classified as a subsidiary. Intercompany transactions and balances between Group companies are therefore eliminated in full.
1.6. Business combinations
Acquisition of Priori Data GmbH by appScatter Group plc
On 3 July 2018 appScatter Group plc completed the purchase of Priori Data GmbH ("Priori") for a reported consideration of GBP13.5 million, satisfied by the issue of up to 16,667,157 new appScatter shares at an agreed issue price of 70p. 16,290,325 shares were issued on completion on 3 July 2019. The balance of up to 376,832 shares was due once completion accounts confirmed the net assets at the date of completion. Following the preparation of the completion accounts a total of 357,698 shares were issued on 30 August 2019. The market price per share on the completion date was 53.15 pence and the market price on the date the retention shares were issued was 36.5 pence making the fair value of the shares issued GBP8.8 million. In addition, there was a payment of approximately GBP1.8 million in cash consideration. The total fair value of the consideration was GBP10.6 million. The acquisition of Priori was approved by appScatter shareholders in July 2018.
On acquisition, the assets, liabilities and contingent liabilities of subsidiaries are measured at their fair values at the date of acquisition. Any excess of cost of acquisition over net fair values of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the net fair values of the identifiable assets, liabilities and contingent liabilities acquired (i.e. discount on acquisition) is credited to profit and loss in the period of acquisition.
The fair value of the acquired business comprised the platform which the Company had developed, and the 775 billion historic data records which Priori held. On acquisition we assigned a value of GBP4 million to the platform based on the estimated cost to rebuild the platform and the balance was assigned to the data. This implies a cost per thousand records of less than GBP0.01 which is prudent in relation to industry standards.
Acquisition of Abilott Limited by appScatter Group plc
On 17 December 2018 appScatter Group plc acquired 100% of the issued share capital of Abilott Limited. Further detail on the acquisition is included in the Strategic Report and CEO Statement. Initial consideration was GBP0.825 million, consisting of GBP0.5 million in cash (of which GBP0.2m was on completion and GBP0.3m was deferred) and GBP0.325 million in shares by way of the issue of 1,666,666 new ordinary shares at an effective issue price of 19.5 pence. Directors loans not repayable of GBP245,000 were deducted from the net asset value on acquisition.
For several years Abilott was our security partner of choice. In particular, Abilott had been working closely with appScatter for the previous two years providing security and regulatory compliance for the Group and supporting appScatter threat analysis products for appScatter customers.
The maximum consideration is GBP1.85 million, comprising GBP0.825 million of initial consideration and GBP1 million deferred consideration.
Initial consideration consisted of:
-- GBP200,000 cash consideration on completion -- GBP300,000 deferred cash consideration due post completion,
-- 1,666,667 shares at an agreed issue price of 30 pence valuing the shares at GBP500,000, the market price of appScatter shares on the date of completion was 19.5pence making the fair value of the share element GBP325,000.
A further GBP1 million payable by the award of up to a maximum of 3,333,333 deferred consideration shares. The deferred consideration is dependent on Abilott achieving revenue criteria in connection with sales to certain customers for the year ending 31 December 2019 and the corresponding shares would not be issued until January 2020. Based on trading to date we do not expect that the deferred consideration shares will be payable.
On acquisition, the assets, liabilities and contingent liabilities of subsidiaries are measured at their fair values at the date of acquisition. Any excess of cost of acquisition over net fair values of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the net fair values of the identifiable assets, liabilities and contingent liabilities acquired (i.e. discount on acquisition) is credited to profit and loss in the period of acquisition.
Acquisition of appScatter LLC by appScatter Limited
On 18 May 2016 appScatter Merger Sub LLC, a subsidiary of appScatter Limited was merged with and into appScatter LLC, with the latter company continuing as the surviving entity. The entire issued share capital of appScatter LLC was for acquired for a consideration of GBP12,659,030 and this was satisfied by the issue of 9,967,740 shares in appScatter Limited.
The board have treated the acquisition as a reverse takeover, after identifying appScatter LLC (the accounting acquirer or "appScatter") as the acquirer under IFRS 3 'Business Combinations'. In addition, this transaction cannot be considered a business combination, as appScatter Limited did not meet the definition of a business, under IFRS 3 'Business Combinations'. Based on available guidance, the difference on consolidation arising on such transactions should be treated as a share-based payment transaction and therefore accounted for under IFRS 2 'Share-based payment'. Any difference between the consideration transferred, which is the fair value of the shares deemed to have been issued by appScatter and the fair value of appScatter Limited's identifiable net assets represents service received by the accounting acquirer. This deemed cost on reverse takeover is expensed to profit or loss.
The fair value of the consideration transferred is calculated using the number of appScatter's shares that would have been issued to the owners of appScatter Limited on the acquisition date to give them an equivalent ownership interest in appScatter as it has in the combined company at the share price of the Company at the acquisition date. The fair value of each share of the Company is deemed to have been issued by appScatter is based on the fair value of the share price of appScatter Limited at the time of the acquisition, which was the market price third party investors were subscribing for new shares at shortly before the transaction.
Although the consolidated financial information has been issued in the name of the Company, the legal parent, it represents in substance continuation of the financial information of appScatter LLC and DSH LLC, its subsidiary ("appScatter subgroup").
The assets and liabilities of appScatter subgroup are recognised and measured in the Group financial statements at the pre-combination carrying amounts and not re-stated at fair value.
Acquisition of appScatter Limited by appScatter Group plc On 21 August 2017 appScatter Limited was acquired by appScatter Group PLC. The entire issued share capital of appScatter Limited was acquired for a consideration of GBP32,065,792 and this was satisfied by the issue of 49,331,988 shares in appScatter Group PLC in a share for share exchange.
The board have treated the acquisition as a group reconstruction under FRS 102. IFRS does not contain requirements for accounting for common control transactions and an accounting policy for accounting for the transaction therefore needs to be formulated based on other available guidance. Management has chosen to use FRS102 as a reference. appScatter Group PLC was incorporated a short time before the combination with an identical ownership structure to appScatter Limited with the sole purpose of completing the acquisition of appScatter Limited to facilitate the initial public offering and listing on AIM.
Group reconstructions can be accounted for using merger accounting where the use of merger accounting is not prohibited by law, where the ultimate equity holders remain the same and no non-controlling interest is altered by the transaction. The combination of appScatter Group plc and appScatter Limited meets all three of these criteria.
The carrying values of assets and liabilities are not adjusted to fair value and the difference between the nominal value of the shares issued and the nominal value of the shares received has been transferred to the merger reserve and is shown in the statement of changes in equity.
The results and cash ows of all the combining entities have been brought into the nancial statements of the combined entity from the beginning of the nancial year in which the combination occurred, adjusted so as to achieve uniformity of accounting policies. The comparative information did not need to be restated as appScatter Group plc was incorporated during 2017 and thus figures reported in the Admission document represent the Group in 2016.
1.7. Foreign Currency
The functional currency for the Company's US registered subsidiaries is US$ and the functional currency of Priori Data GmbH is Euro.
(i) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.
(ii) Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
(iii) Share capital, share premium and brought forward earnings are translated using the exchange rates prevailing at the dates of the transactions.
1.8. Consolidation of foreign entities
On consolidation, results of the foreign entities are translated from the local functional currency to Pound Sterling using average exchange rates during the period. All asset and liabilities are translated from the local functional currency to Pound Sterling using the reporting period end exchange rates. These exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity.
Post transition exchange differences are recycled to profit or loss as a reclassification adjustment upon disposal of the foreign operation.
1.9. Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of Value Added Tax, returns, rebates and discounts and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities as described below. The Group sells licences to use its software products either on a rental basis for a fixed period of time. Revenue from licenses sold on a rental or subscription basis is recognised over the period for which the Group has obligations under the contract. The Group also carries out non-recurring work under contracts or statements of work.
Revenue from contracts is recognised in accordance with IFRS 15 as follows:
a) Identify the contract or statement of works with the customer b) Identify the performance obligations c) Determine the transaction price d) Allocate the transaction price to performance obligations e) Recognise revenue when an entity satisfies a performance obligation
The above criteria have been applied from the year ended 31 December 2018.
Annual contracts for services are recognised on a monthly basis. Where advanced payments are made, these amounts are transferred to deferred revenue and recognised over the length of the contract. Contracts for non-recurring services are invoiced and recognised when the performance obligations in a contract or statement of work have been completed. This has not impacted the way in which revenue has been accounted for and the comparatives have not changed.
1.10. Intangible assets
Acquired IP
The externally acquired developed technologies which are the distribution platform for mobile applications are initially recognised at cost. This asset will be amortised over its useful life when it is being sold or used. Subsequent to initial recognition, this intangible asset is reported at cost less accumulated amortisation and accumulated impairment losses. The carrying values are tested for impairment when there is an indication that the value of the assets might be impaired during the period. The amortisation period and amortisation method with a finite useful life are reviewed annually at year end. The assets are being amortised over three reporting years. During the prior period the Company acquired the assets of Priori Data GmbH and has recorded a fair value in the accounts for its platform and its accumulated data records.
Developed IP
Research expenditure is recognised in income statement in the period in which it is incurred. Internal development expenditure is capitalised only if it meets the recognition criteria of IAS 38 'Intangible Assets'. Where the criteria are not met, the expenditure is expensed to income statement. GBP1.0m has met recognition criteria and been capitalised in 2019 (2018: GBP0.9m). This expenditure is being amortised over an expected useful economic life of three years.
Acquired Data
The accumulated data records in Priori Data GmbH were assigned a fair value of GBP6.6m on completion of the transaction in July 2018. The accumulated data records have a long-term value as they are used to create extrapolations. The useful economic life of the data has been assessed at five years.
Impairment
The assessment of the future economic benefits generated by the above intangible asset involves a significant degree of judgement based on management estimation of future potential revenue and profit and the useful life of the assets. Reviews are performed regularly to ensure the recoverability of this intangible asset.
2. Loss per share
6 months 6 months 12 months
to to to
31 December
30 June 2019 30 June 2018 2018
Loss for the year and earnings used
in basic & diluted EPS (5,119,236) (3,417,282) (10,490,515)
Weighted average number of shares 91,016,157 63,251,347 42,740,711
Loss per share GBP (0.06) (0.05) (0.25)
Weighted number of fully diluted
shares 96,251,976 67,083,429 47,176,943
Loss per share GBP (0.06) (0.05) (0.25)
3. Intangible assets
Acquired Developed Acquired
IP IP data Total
Cost GBP GBP GBP GBP
At 1 January 2018 891,373 1,282,178 - 2,173,551
Additions - 926,433 - 926,433
Exchange adjustment (567) - - (567)
---------- ---------- ---------- -----------
At 30 June 2018 890,806 2,208,611 - 3,099,417
Additions 4,020,000 110,917 6,581,662 10,712,579
Exchange adjustment 34,137 - - 34,137
---------- ---------- ---------- -----------
At 31 December 2018 4,944,943 2,319,528 6,581,662 13,846,133
Additions - 512,075 - 512,075
Exchange adjustment 3,367 - - 3,367
---------- ---------- ---------- -----------
At 30 June 2019 4,948,310 2,831,603 6,581,662 14,361,575
Amortisation GBP GBP GBP GBP
At 1 January 2018 301,810 427,392 - 729,202
Charge for the period 147,601 285,027 - 432,628
Exchange adjustment (4,528) - - (4,528)
---------- ---------- ---------- -----------
At 30 June 2018 444,883 712,419 - 1,157,302
Charge for the period 825,015 366,476 658,166 1,849,657
Exchange adjustment 16,731 - - 16,731
---------- ---------- ---------- -----------
At 31 December 2018 1,286,629 1,078,895 658,166 3,023,690
Charge for the period 1,073,185 377,600 658,166 2,108,951
Exchange adjustment 2,674 - - 2,674
---------- ---------- ---------- -----------
At 30 June 2019 2,362,488 1,456,495 1,316,332 5,135,315
Carrying value
At 30 June 2019 2,585,822 1,375,108 5,265,330 9,226,260
At 31 December 2018 3,658,314 1,240,633 5,923,496 10,822,443
At 30 June 2018 445,923 1,496,192 - 1,942,115
4. Trade & other receivables
30 Jun 2019 30 Jun 2018 31 Dec 2018
Trade receivables 538,063 1,157,902 631,615
Prepayments 80,172 169,437 110,290
Other receivables 499,618 1,097,045 519,617
Accrued income 16,415 576,573 -
Shares issued for prepaid services - 454,209 -
Amount placed on escrow for acquisition - 1,829,774 -
Loans due from related parties 166,945 73,504 136,123
------------ ------------ ------------
1,301,213 5,358,444 1,397,645
5. Trade & other payables
30 Jun 2019 30 Jun 2018 31 Dec 2018
Trade payables 2,097,881 1,967,637 1,233,183
Amounts received on shares to be
issued 1,478,410 1,159,134 -
Social security & other taxes 377,960 68,227 272,817
Accruals & deferred income 596,598 90,437 391,496
Other payables 475,129 103,025 320,083
------------ ------------ ------------
5,025,978 3,388,460 2,217,579
6. Events after the reporting date
On 2 July 2019 the Company announced that it had entered into a partnership with Bango plc, through this partnership appScatter will offer Bango Marketplace to its app customer base with appScatter developers benefitting from an exclusive offer on high value audiences of users.
On 8 July 2019 the Company announced that it had entered into a partnership with Interarrows Inc. a Tokyo based on-demand internet consulting service, to expand the Priori Data brand into the Asian market.
On 12 September 2019 the Company announced that it had entered into a EUR5 million loan facility with Harbert European Speciality Lending to be used for the completion of the proposed acquisition of Airpush Inc as announced on 9 April 2019 and to assist with the funding of the day to day running of the business. The facility will be drawn in tranches, the first advance of EUR750,000 will be drawn in the coming days. The second advance of EUR750,000 is expected to be drawn following shareholder approval of the proposed transaction of Airpush Inc. Two subsequent advances of EUR1 million each and up to three further advances of at least EUR500,000 shall be available until 31 August 2020. The Company will pay an interest rate of 11 per cent. per annum of the funds drawn down at any one time. The first and second advances will be repaid in thirty-six equal monthly instalments commencing three months after the first draw down. Subsequent and further advances will be repaid in thirty equal instalments. Under the terms of the facility the Company will issue warrants to Harbert on draw down of the first advance equal to GBP208,333 plus 5.3% of the second and any subsequent advances actually drawn under the loan agreement to a maximum aggregate amount of GBP208,333. The strike price for the warrants will be the lower of the price that the Company's shares traded at immediately prior to suspension (being 17.25 pence) and the average price per share for the five business days following re-admission.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR FLLFFKKFBBBB
(END) Dow Jones Newswires
September 12, 2019 07:05 ET (11:05 GMT)
1 Year Appscatter Chart |
1 Month Appscatter Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
