Final Results

Mobile Tornado Group PLC 31 March 2008 Mobile Tornado Group plc ('Mobile Tornado' or 'the Company') Annual Results for the 18 month period to 31 December 2007 Chairman's report Introduction Mobile Tornado, one of the leading providers of convergent, presence-based instant communications announces its results for the eighteen month period to 31 December 2007. Financial Results Turnover in the eighteen month period to 31 December 2007 amounted to £825k (twelve months to 30 June 2006: £289k). Operating losses increased to £4,773k (2006 restated: £3,413k). After net interest receivable of £75k (2006: net interest payable - £469k) the loss on ordinary activities before taxation was £4,698k (2006 restated: £3,882k). Net cash outflow from operating activities increased in the period to £4,498k (2006: £1,649k). The Group consolidated balance sheet shows a net deficit at 31 December 2007 of £2,071k compared to a net deficit of £1,622k at 30 June 2006. Cash at bank was £1,884k at 31 December 2007 compared to £192k at 31 June 2006. The accounts have been prepared in accordance with UK Generally Accepted Accounting Practice. The Board continues to consider the implications and timetable for implementing International Financial Reporting Standards (IFRS). As an AIM listed Group the Board recognises that IFRS will apply to the Group's next accounting period ending 31 December 2008. Review of operations As I highlighted in my last statement, we have taken a very close look at the way in which we deliver our product into the market. Whilst we have had some success with selling directly to mobile operators, we have also been frustrated by the long lead times that this entails. For this reason we have invested heavily in the development of a managed service proposition in conjunction with InTechnology plc, our exclusive UK partner and major shareholder, which allows our mobile applications to be sold directly to enterprises worldwide. The rationale for this is very clear. We are confident that enterprises would use a PTT (Push to Talk) managed service if it was available. This has been borne out in recent months through trials of the managed PTT service with a number of UK enterprises operating in sectors such as transport and logistics, security and construction. Following the success of these trials, InTechnology plc announced the commercial launch of these services on 27 March 2008 and I am pleased to report that this has already generated significant interest and sales activity. Having successfully launched the managed service platform in the UK we strongly believe that the managed service model is one that enterprises throughout the world will embrace. It is our intention to extend this service throughout Europe. We have an existing channel partner in Germany and are in the process of putting in place similar arrangements in other key European countries. We are also in discussions with a major US telecommunications company to launch a managed service in the US in the second half of the current year. Notwithstanding the above, a number of deals were concluded during the second half of the year with commercial partners secured in a number of new territories. We signed a partnership agreement with Technovoz Limited in Argentina which will lead to the rollout of PTT services to enterprises and mobile operators in that market. Further discussions are being held to extend this relationship into other South American countries including Brazil and Mexico. A combination of rapidly developing regional economies with largely untapped customer bases in both corporate and consumer sectors creates a unique opportunity for our products in that region. Further deals were announced with Partner Communications in Israel, Radiomovel Telcomunicacoes in Portugal and Ericsson Hong Kong. This resulted in sales of £538k in the second half, which is a record for the Company. Current trading and future prospects As I have detailed above, I believe the future success of the Company will be determined by our ability to deliver our applications directly into the hands of Enterprises. Enterprise mobility is transforming the way that business is done. The spend across mobile managed services is expected to double by 2009, growing at a cumulative average growth rate of 25% from $2.1bn in 2006 to $4.1bn in 2009 (Gartner 2007). Mobile technology now has the ability to extend core IT processes into the field. It is this trend which has driven the partnership we announced on 21st February with Intermec, a major US manufacturer of handheld computers. The Intermec deal is an exclusive pan-EMEA partnership to provide PTT services on Intermec's rugged CN3 handheld computers. For enterprises, the availability of low cost cellular based instant communications dramatically enhances the productivity of every mobile worker. It allows workers to communicate with a supervisor and to resolve issues through immediate dialogue with their head office, resulting in a major reduction in customer service costs. By combining voice communication and data management in one handheld device, users avoid the expense of carrying a separate PDA for data as well as a mobile phone. Additionally, by using the global GSM mobile phone network instead of a local RF transmitter, a device with PTT will have coverage virtually everywhere. At the same time, costly mobile phone tariffs are avoided as the service is web hosted and there is just one small monthly charge per device. As a result of this partnership, we have already entered discussions with many large organisations in the transportation, logistics and field services sectors and expect over the coming months to announce some significant deals. The investment in our core IPRS technology platform continued during the period and I'm pleased to say that having launched Version 3 in January 2008, we have largely completed the heavy investment phase of the Company's development. The platform that has been created is a significant asset which sits at the heart of the Company's future strategy. It is our intention to develop and launch many applications from this platform, with Push to Talk being the first of the 'Push to Xperience' suite of applications. The next application to launch commercially may well be 'Push to Video'. This was showcased at the CTIA show in April 2007 and through our partnership with Nortel Networks in the United States, entered initial trials with two 'tier one' (greater than 2 million subscribers) operators towards the end of last year. These trials have progressed well and I can confirm that we will be proceeding to a full market trial with one of the operators this year. Assuming that this is successful we could be looking at commercial deployment in early 2009. The Company raised a further £2.3million in October 2007, through the re-issue of the 12,251,333 shares previously held in treasury, and separately, a new issue of £1.5million cumulative redeemable preference shares. InTechnology plc showed its continued support and confidence in the Group's plans by subscribing for the majority of the treasury shares, thereby taking their shareholding to 49.9% and taking up the full issue of preference shares. The Group continues to incur losses on a monthly basis but the cost base is in the process of being reduced to a level commensurate with the Group's current strategy and business model. This will facilitate renewed focus on a breakeven position which will now be driven by the sale of licenses to our emerging network of managed partners around the world. I would like to thank our employees for their contribution to the Group's development. The technical platform that sits at the heart of the Group is the result of many man years of skilled engineering. I believe we are uniquely placed to deliver mobile applications which will transform enterprise communications. Our team has been tasked with significantly increasing our customer base this year, and I am confident they will be successful. Peter Wilkinson Non executive Chairman 28 March 2008 For further details please contact: Mobile Tornado Group plc Jeremy Fenn, Managing Director Tel: +44 (0) 7734 475888 Blue Oar Securities Plc Romil Patel / Rhod Cruwys Tel: +44 (0)20 7448 4400 Buchanan Communications Charles Ryland / James Strong Tel: +44 (0)20 7466 5000 Consolidated profit and loss account For the period ended 31 December 2007 18 mths to 12 mths to 31 December 30 June 2007 2006 (Restated) £'000 £'000 Turnover Continuing operations 825 289 825 289 Cost of sales Continuing operations (143) (68) Gross profit 682 221 Net operating expenses before depreciation and amortisation (4,512) (2,955) Depreciation (51) (77) Amortisation (892) (602) Administrative expenses (5,455) (3,634) Group operating loss (4,773) (3,413) Interest receivable/(payable) 75 (469) Loss on ordinary activities before tax (4,698) (3,882) Taxation (18) - Loss sustained for the financial year (4,716) (3,882) Loss per share (pence) Basic and diluted (3.00) (4.83) Balance sheets As at 31 December 2007 Group Company 31 December 30 June 31 December 30 June 2007 2006 2007 2006 (Restated) (Restated) £'000 £'000 £'000 £'000 Fixed assets Intangible assets 722 1,580 - - Tangible assets 94 67 - - Investment in subsidiary - - 12,758 12,758 undertakings 816 1,647 12,758 12,758 Current assets Debtors 844 336 4,482 1,394 Cash at bank and in hand 1,884 192 1,731 8 2,728 528 6,213 1,402 Creditors - amounts falling due within one year (1,740) (1,334) (466) (205) Net current assets/(liabilities) 988 (806) 5,747 1,197 Total assets less current 1,804 841 18,505 13,955 liabilities Creditors - amounts falling due after more than one year (3,875) (2,463) (1,500) - Net (liabilities)/assets (2,071) (1,622) 17,005 13,955 Capital and reserves Share capital 3,689 1,844 3,689 1,844 Share premium 4,449 1,624 4,449 1,624 Reverse acquisition reserve (7,620) (7,620) - - Merger reserve 10,938 10,938 10,938 10,938 Share option reserve 63 32 63 32 Foreign currency translation (434) - - - reserve Profit and loss account (13,156) (8,440) (2,134) (483) (2,071) (1,622) 17,005 13,955 Consolidated cash flow statement For the period ended 31 December 2007 18 mths to 12 mths to 31 December 30 June 2007 2006 £'000 £'000 Net cash outflow from operating activities (4,498) (1,649) Returns on investments and servicing of finance Interest received 100 4 Interest paid - (473) Net cash inflow/(outflow) from returns on investments and servicing of finance 100 (469) Capital expenditure and financial investment Purchase of tangible fixed assets (79) (37) Net cash outflow from capital expenditure financial investment (79) (37) Acquisitions Net cash at bank acquired with purchase of subsidiary undertakings - 584 Net cash inflow from acquisitions - 584 Net cash outflow before financing (4,477) (1,571) Financing Issue of ordinary share capital 4,858 1,298 Share issue costs (188) (391) Issue of preference shares 1,500 - Net cash inflow from financing 6,170 907 Increase/(decrease) in cash in the period 1,693 (664) Accounting policies Basis of preparation The financial statements have been prepared in accordance with the Companies Act 1985, applicable Accounting Standards in the United Kingdom and the historical cost convention except for the adoption of reverse acquisition accounting, described below, which constitutes a true and fair override departure from United Kingdom accounting standards. A summary of the main accounting policies which have been applied consistently (except as explained below) is set out as follows. Changes in accounting policies The Group has adopted FRS20, 'Share-based Payment'. The adoption of this standard represents a change in accounting policy and the prior year comparatives have been restated accordingly. The effects of the change on administrative expenses for the year ended 30 June 2006 and Group reserves are summarised as follows: The Group operates a number of equity-settled, share-based compensation plans. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the group revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the profit and loss account, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. Administrative Share option Profit expenses reserve and loss £'000 £'000 £'000 Year ended 30 June 2006 As previously stated 3,602 - (8,408) Restated 3,634 32 (8,440) Revenue Recognition The Group has refined its accounting policy in respect of revenue recognition to give a better reflection in the accounts of the period in which material work was performed to earn the revenue relating to each customer. Previously, license fee, hardware, software and all related professional services revenues (installation, training) were not recognised until final customer sign-off of an internal acceptance document - ATP. Revenues relating to a customer (all types) are now recognised upon completion of that customer's installation as opposed to the ATP. The process of moving from a completed installation to ATP was a ' fine-tuning' exercise, not incurring material cost to the Group nor any significant uncertainty. This change has no effect on the revenue stated for the year ended 30 June 2006. Basis of consolidation The Group financial statements consolidate those of the Company and its subsidiary undertakings at 31 December 2007. Acquisitions of subsidiaries are dealt with using the acquisition method of accounting except for the reverse takeover transaction detailed below. On 7 March 2006 the Company, then named TMT Group plc, became the parent of Mobile Tornado International Limited, in a share for share transaction. Due to the relative value of the companies, the former Mobile Tornado International Limited shareholders became majority shareholders with 97% of the share capital. Following the transaction, the Company's continuing operations and executive management were that of Mobile Tornado International Limited. Accordingly the substance of the combination was that Mobile Tornado International Limited acquired TMT Group plc in a reverse acquisition. As part of the business combination TMT Group plc changed its name to Mobile Tornado Group Plc. The Companies Act 1985, FRS 6 and FRS 7, would normally require the Company's consolidated accounts to follow the legal form of the business combination. In that case the pre-acquisition results would be that of TMT Group plc and its subsidiary undertakings, which would exclude Mobile Tornado International Limited. The results of Mobile Tornado International Limited would then be included in the Group from 7 March 2006. However, this would portray the combination as the acquisition of Mobile Tornado International by TMT Group plc, and would, in the opinion of the Directors, fail to give a true and fair view of the substance of the business combination. Accordingly the Directors have adopted reverse acquisition accounting as the basis of consolidation in order to give a true and fair view. In invoking the true and fair override the Directors note that reverse acquisition accounting is endorsed under International Financial Reporting Standard 3. Furthermore, the Urgent Issues Task Force of the UK's Accounting Standards Board considered the subject and concluded that there are instances where it is right and proper to invoke the true and fair override in such a way. As a consequence of applying reverse acquisition accounting, the results of the Group for the year ended 30 June 2006 comprise the results of Mobile Tornado International Limited to its year ending 30 June 2006 plus the results of TMT Group plc from 7 March 2006, the date of acquisition, to 30 June 2006. As set out in the Intangible Fixed Asset note, goodwill amounting to £448,134 arose on the difference between the sum of the fair value of TMT Group plc's share capital and the cost of acquisition, and the fair value of its net assets at the reverse acquisition date. The goodwill was written off in the year to 30 June 2006 because TMT Group plc had no continuing business and the goodwill had no intrinsic value. Goodwill Goodwill arising on the reverse acquisition of TMT Group plc has been written off to the reverse acquisition reserve for the reasons explained above. Intangible fixed assets The cost of intangible fixed assets is their purchase cost. Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Intellectual Property 5 years Tangible fixed assets The cost of tangible fixed assets is their purchase cost. Depreciation is calculated so as to write-off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows: Office equipment 3 years Computer equipment 3 years The Directors review tangible fixed assets for impairment if events or changes in circumstances indicate that the carrying value of may not be recoverable. Investments Investments in subsidiary undertakings are stated at cost less any provision for impairment. Foreign currencies Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to sterling at the exchange rates ruling at the balance sheet date. The results and assets and liabilities of overseas subsidiary undertakings are translated at the year end exchange rate. Any resulting exchange differences are taken to reserves and are reported in the statement of total recognised gains and losses if material. All other exchange differences are taken to the profit and loss account. Research and development Research and development expenditure is written off to the profit and loss account as incurred. Deferred taxation Deferred tax is recognised on all timing differences where the transactions or events that give the group an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Share options The company issues equity-settled share-based payments to employees and Directors on a discretionary basis. Equity-settled share-based payments are measured at fair value at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the company's estimate of the shares that will eventually vest. Fair value is measured using the Black Scholes method. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Financial instruments Income and expenditure arising on financial instruments is recognised on an accruals basis, and credited or charged to the profit and loss account in the financial period to which it relates. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. Notes to the financial statements For the period ended 31 December 2007 Segmental information 18 mths to 12 mths to 31 December 30 June 2007 2006 Turnover by destination £'000 £'000 Europe 117 - North America 338 - South America 80 - Middle East 37 222 Africa 48 67 Asia/Pacific 205 - Total 825 289 Turnover by source The source of all turnover detailed above is the Republic of Ireland. 18 mths to 12 mths to 31 December 30 June 2007 2006 Turnover by product type £'000 £'000 Licences 174 48 Hardware & Software 269 170 Maintenance 44 23 Professional services 338 48 Total 825 289 Net interest payable 18 mths to 12 mths to 31 December 30 June 2007 2006 £'000 £'000 Interest payable on convertible loan notes - (406) Finance charge on preference shares (25) (22) Other interest payable - (45) (25) (473) Bank interest receivable 100 4 Net interest receivable/(payable) 75 (469) The cumulative preference shares are classified as a liability under FRS25. Net interest payable includes accrued interest on the cumulative preference shares of £25,000. Loss on ordinary activities before taxation 18 mths to 12 mths to 31 December 30 June 2007 2006 £'000 £'000 Loss on ordinary activities before taxation is stated after charging / (crediting): Staff costs 2,604 1,684 Depreciation of owned tangible fixed assets 51 77 Amortisation of intangible assets 892 602 Other operating lease rentals 227 109 Auditor's remuneration - audit of the financial statements 17 15 Auditor's remuneration - other fees 77 25 Net exchange gain (465) (62) Loss on disposal of tangible fixed assets - 12 Included within staff costs of £2,604,000 (2006: £1,684,000) are research and development costs of £1,374,000 (2006: £790,000). Intangible fixed assets Purchased Intellectual Goodwill Property Total Group £'000 £'000 £'000 Cost At 1 July 2006 448 3,009 3,457 Acquisitions - - - Exchange Adjustments - 199 199 At 31 December 2007 448 3,208 3,656 Amortisation At 1 July 2006 448 1,429 1,877 Charge for the year - 892 892 Exchange Adjustments - 165 165 At 31 December 2007 448 2,486 2,934 Net book amount at 31 December 2007 - 722 722 Net book amount at 30 June 2006 - 1,580 1,580 Debtors Group Company 31 December 30 June 31 December 30 June 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Amounts falling due within one year: Trade debtors 448 184 - - Other debtors and prepayments 396 152 62 21 Amounts owed by Group undertakings - - 4,420 1,373 Total 844 336 4,482 1,394 Creditors - amounts falling due within one year Group Company 31 December 30 June 31 December 30 June 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Trade creditors and accruals 890 653 383 187 Other taxation and social security 150 94 83 18 Other creditors 134 278 - - Deferred income 403 45 - - Deferred consideration 163 264 - - Total 1,740 1,334 466 205 Creditors - amounts falling due after more than one year Group Company 31 December 30 June 31 December 30 June 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Deferred consideration 2,375 2,463 - - 10% cumulative preference shares 1,500 - 1,500 - Total 3,875 2,463 1,500 - The deferred consideration represents a royalty payable on future sales of Push to Talk related products by Mobile Tornado, payable in part consideration for the acquisition of the rights to the technology underlying such product. The royalty is payable quarterly on any relevant sales (on a cash receipts basis) as follows: (i) 50% of the first US$200,000 relevant sales. (ii) 15% of any additional relevant sales, subject to any related cumulative royalty payments being capped at a maximum of US$5.3 million. Direct reseller and other third party costs may be deducted in arriving at these royalty payments, subject to such costs not exceeding 10% of the relevant sales. The deferred consideration is secured by a charge over the intellectual property of the Mobile Tornado Group. Called up share capital Company 31 December 30 June 2007 2006 £'000 £'000 Authorised 475,000,000 (2006: 200,000,000) Ordinary shares of 2p each 9,500 4,000 Total 9,500 4,000 31 December 30 June 2007 2006 £'000 £'000 Allotted, called up and fully paid 184,431,430 (2006: 92,180,096) Ordinary shares of 2p each 3,689 1,844 Total 3,689 1,844 On 23 October 2006 the Company issued 80,000,000 ordinary shares at a price of 5p each in respect of a subscription for shares by InTechnology Plc. On 26 October 2007 the Company re-issued the 12,251,333 ordinary shares held in Treasury at a price of 7p each. 12,200,000 shares were placed with InTechnology Plc and 51,333 with Peter Wilkinson. On 26 October 2007, InTechnology Plc subscribed for 18,750,000 non-voting preference shares of 8p each. The non-voting preference shares carry a cumulative annual coupon of 10 per cent and may be redeemed at the subscription price (together with any accrued but unpaid coupon). If the non-voting preference shares are not redeemed prior to 31 December 2009 or a third party acquires 75% or more of the issued ordinary share capital of the Company, each non-voting preference share will automatically convert into an ordinary share. The non-voting preference shares will not be admitted to trading on AIM. Share issue costs The Company incurred issue costs of £188,000 in respect of the above shares issued during the year. These have been debited to the share premium account of the Company. Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company will be held at Central house, Beckwith Knowle, Harrogate, HG3 1UG on 1 May 2008 at 10.00 a.m. for the following purposes, Resolutions 1 to 5 being proposed as ordinary resolutions and Resolution 6 being proposed as a special resolution: As ordinary business: 1. to receive and adopt the report of the Directors and the audited accounts of the Company and its subsidiaries for the eighteen month period ended 31 December 2007 together with the report of the auditors thereon; 2. to re-appoint Grant Thornton UK LLP as auditors to the Company and to authorise the Directors to fix their remuneration; 3. to re-elect Richard James, who retires in accordance with Article 87 of the Company's articles of association and who, being eligible, offers himself for re-appointment, as a Director; 4. to re-elect Jeremy Fenn, who retires in accordance with Article 92 of the Company's articles of association and who, being eligible, offers himself for re-election, as a Director; As special business: 5. THAT in substitution for all existing and unexercised authorities, pursuant to section 80 of the Companies Act 1985 (the 'Act'), as amended, the Directors of the Company be generally and unconditionally authorised to exercise all or any of the powers of the Company to allot relevant securities (within the meaning of section 80(2) of the Act) in the capital of the Company up to a maximum nominal amount of £1,229,500 (representing approximately one third of the issued ordinary share capital of the Company), provided that this authority shall, unless previously revoked or varied by the Company in general meeting, expire five years from the date of passing this Resolution save that the Company may before the expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors of the Company may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and 6. THAT the Directors of the Company be and they are hereby empowered, pursuant to section 95 of the Act and pursuant to the authority set out in Resolution 5 above, to allot equity securities (as defined in section 94(2) of the Act) for cash out of any relevant securities (as defined in section 80(2) of the Act) which they are from time to time authorised to allot, as if section 89(l) of the Act did not apply to: (i) the grant of options under any share option scheme of the Company; (ii) in connection with or the subject of an offer or invitation, including a rights issue or open or equivalent offer to holders of ordinary shares and such other equity securities of the Company as the Directors may determine on the register on a fixed record date in proportion (as near as may be) to the respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory; and (iii) in connection with an issue of equity securities up to an aggregate nominal amount of £184,430 (representing approximately 5 per cent. of the issued share capital of the Company), provided that this authority shall expire on the conclusion of the next annual general meeting of the Company or 15 months from the date of this Resolution, whichever is earlier and the Company may before such expiry make an offer, agreement or other arrangement which would or might require relevant securities to be allotted after such expiry and the Directors of the Company may allot relevant securities pursuant to any such offer, agreement or other arrangement as if the authority hereby conferred had not so expired. 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