Link Mobility Group ASA

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1 Link Mobility Group ASA Financial Result Fourth quarter

2 Highlights Q The acquisition of PSWinCom AS Link Mobility Group ASA (LINK) has through the acquisition of PSWinCom AS (PSW) on 30 December 2014 strengthen its position as the largest provider of mobile services in the Norwegian market and has become a major Nordic mobile service provider. The companies unaudited accounts for 2014 show combined revenue of MNOK 261 and combined EBITDA of MNOK 27,8. PSWs financial result for 2014 is not yet completed. As of 31 December 2014 the company had approximately MNOK 1,5 in overdue trade receivables. The routines and actions to collect trade receivables have been strengthened during the last months in order to be able to collect these receivables to the extent possible. The overdue trade receivables are, according to prudence principles, treated as losses in the preliminary P&L. Settlement of any such overdue trade receivables by the final closing of PSWs accounts will reduce the preliminary losses and thus alter the EBITDA for The final accounts are to be prepared by the end of March Pursuant to the share purchase agreement of 22 November 2014, regarding the purchase of PSW, a 2014 EBITDA lower than guaranteed will lead to a reduction of the purchase price. PSW will during Q merge with Link Mobility AS, a fully owned subsidiary of Link Mobility Group ASA. Strengthened market position After the merge of the companies customer bases, technical platforms, operational resources, business models and highly skilled employees, LINK is be well positioned for further expansions in the fast growing market for mobile messaging and mobile payment. As PSW and LINK have previously been focusing on different customer segments, there will also be great opportunities of cross selling services to the merged customer portfolio of approximately customers. The Norwegian market for A2P SMS increased with 25 percent in 2014, and is expected to continue to grow. After the acquisition of PSW, LINK has approximately 40 percent of the Norwegian A2P SMS market. 2

3 The graphs below show the total SMS in millions (M) delivered by LINK and PSW during the period of January 2013 December The graphs show that the amount of SMS delivered by LINK/PSW increased with a total of 125 million from 2013 to The increase in delivered SMS in December 2014 compared to delivered SMS in December 2013 was 13,3 million. These increases represent growths of respectively 29,1 percent and 30,2 percent. The strong market position in the Dialog segment, gives LINK a unique opportunity to also play an important role in the growing market of mobile payment and other related mobile services. New contracts The result of two major public tenders was announced in Q4. They were both won by LINK/PSW. Olav Thon Gruppen ASA chose LINK, through a public tender, as its new partner for providing mobile dialog solutions for its 107 shopping centers in Norway and Sweden. LINK will host and develop the customer clubs, including CRM, web solution, SMS dialog, mobile coupons and marketing campaigns for the shopping centers. The contract has an estimated yearly value of MNOK 10. The contract runs for 3 years, with the possibility of extension. Norsk Tipping AS chose PSW, through a public tender, as its new partner for mobile communication solutions for both SMS dialog and SMS payment. The contract runs for 2 years, with an option to extend it with 2 more years. These two contracts are of major financial and strategically importance, and prove LINK s strong market position. LINK has a strategy of entering partnership agreements with companies that are industry leaders in the segments they operate to help LINK reach a larger number of customers with its products and services. 10 partnership agreements were signed in Q4 including agreements with Atea, Oracle, Knowit, CGI and Cognizant. 3

4 Financial Performance LINK had revenue of MNOK 46,7 in Q4 2014, and MNOK 161,4 in EBITDA in Q4 was MNOK 4,5 and EBITDA in 2014 was MNOK 16,4 with EBITDA margins of 9,6 percent and 10,2 percent respectively. The gross margin was 41,7 percent in Q and 41,3 percent in Compared with the financial performance in Q4 2013, the revenue increased by MNOK 9,6 from MNOK 37,1 to MNOK 46,7 and EBITDA increased by MNOK 3 from MNOK 1,5 to MNOK 4,5. The financial year 2014 showed an increase in revenue of MNOK 25,3 and an increased EBITDA of MNOK 7,2 compared to the financial year Revenue and EBITDA for Q showed an increase in revenue and EDITDA compared with Q of respectively MNOK 8,5 and MNOK 0,3. The process that led to the acquisition of PSW, which deal was closed 30 December 2014, added extra costs in Q in terms of fees to external advisors. In addition, LINK s own managerial resources were to a large extent tied up in the process throughout Q4. The figures below show the overall financial development during the period from Q to Q in terms of revenue, gross margin and EBITDA. The overall financial performance in 2014, in terms of both revenue and earnings, shows that LINK managed to secure growth and profitability during a financial year of great opportunities and some challenges: - The acquisitions of Intouch in Q1 and PSW Q4, and the integration of Intouch presented extraordinary costs in These acquisitions will contribute to LINK s continuing expansion of its market share, revenue and profits. 4

5 - LINK Dialog showed positive developments throughout the financial year There were underlying growth with some seasonal market trends. By 31 December 2014 there were sold SMS for MNOK 2 that were by then not used by the customers, and thus not booked as revenue. - LINK Payment faced some challenges during 1H 2014 due to new mercantile models that reduced LINK s revenue share, the temporary stop in the sale of physical goods through SMS billing (that is yet not fully opened up) and the loss of revenue from online classified at FINN Torget when they became free of charge. In total, these challenges caused a fall in revenue and EBITDA 2014 from LINK Payment of respectively MNOK 14,3 and MNOK 5,1 compared to There has however been a positive development in LINK Payment revenue during 2H LINK License had solid renewal statistics, but new sales in Q4 were lower that expected. The figures graphs below show revenue per business segment during the period from Q to Q

6 The figures below show revenue from the business segments in terms of MNOK and in terms of the percentage of LINK s total revenue during the period from Q to Q After the acquisition of PSW, LINK Dialog will represent approximately 60 percent of LINK s total revenue (based on the companies Q accounts). 6

7 Market conditions and outlook LINK is, due to the general expanding market for B2C mobile services and the acquisition of PSW, expecting growth in all business segments in terms of both revenue and profits. LINK Dialog will continue to be LINK s largest business segment. The B2C SMS market is expected to increase over the next years. After the acquisition of PSW, LINK has strengthened its position as a major supplier of SMS services to private companies, public services and NGOs in its markets. LINK is also in an early phase of exploring new Dialog services. LINK is therefore anticipating a substantial growth in revenue and profits from LINK Dialog, both in the short run and in the long run. LINK has experienced some price pressure on A2P messaging, and is continuing its strategy of delivering value added SMS to its customers to ensure profitable margins. The market for mobile payment is expected to increase remarkably over the next years. At present, we are only experiencing the beginning of that development. LINK has the customer portfolio, technology and marked position to take a substantial part of the growing market for mobile payment, especially payment through SMS billing but also mobile payment based on other technologies and solutions. The market is already facing price pressure, and it is likely that the margins will be further reduced as the volume of payment transactions rises. More accessible and securer mobile payment solutions combined with falling costs will attract more payment customers. When customers start to use LINK s mobile payment services, they are also likely to take LINK s other mobile services such as SMS and licences into use. LINK Licence has solid renewal statistics. New sales have been slower in Q4 than anticipated. With an increased portfolio of new customers after the PSW acquisition and high margins on Intouch licences due to free us of Eniro s database, LINK Licence business is expected to be delivering solid results. As more and more private companies, public services and NGOs recognize the importance of offering mobile communication and other mobile services to their clients and users, they need to develop mobile strategies to become mobile. LINK is, with is broad spectre of services extending from LINK Dialog, LINK Payment, LINK Licence and LINK Consulting, able to provide these customers with all essential advices and solutions to meet their clients and users demands for mobile services. After the acquisitions of two Norwegian businesses Intouch and PSW in 2014, LINK will in 2015 also focus on the other Scandinavian markets. There has been a change of management in LINK s Swedish company, LINK Mobility AB, to strengthen the organization competitiveness and M&A competence. LINK is at present in the process of establishing business in Denmark. Over the next years LINK will continue to grow by increasing its market shares in the rapid developing markets for B2B mobile services, through organic growth as well as through M&As. 7

8 Consolidated Profit and Loss Note 4Q Q Revenues Total operating revenues Cost of services rendered Payroll Other operating expenses Total operating expenses EBITDA Depreciation and amortization Operating profit Interest income Interest expense Other financial items Net financial items Profit (loss) before tax Income tax expense (income) Profit (loss) for the period Earnings per share (NOK/Share) Earnings per share 6 0,237-0,040 0,831 0,223 Diluted earnings per share 5, 6 0,229-0,039 0,802 0,214 Exchange rate differences Group Total comprehensive income

9 Consolidated Balance Sheet Assets Note Non-current assets Deferred tax assets Intangible assets Equipment and fixtures Total non-current assets Current assets Inventory 40 0 Trade receivables and other receivables Cash and cash equivalents Total current assets Total assets Equity and liabilities Equity Share capital Not registered share capital Share premium Not registered share premium Other equity (uncovered losses - ) Total equity Long term liabilities Debt to Stabben AS Debt to Eniro AS Other long term liabilities Total long term liabilities Short term liabilities Borrowings Trade and other payables Tax Payable Total short term liabilities Total liabilities Total equity and liabilities The notes are an integral part of these consolidated financial statements. 9

10 Statement of changes in equity Note Ordinary shares Share premium Uncovered losses Total equity Balance at Profit/Loss for the year Issue of share capital Value of warrant Currency translation differences Balance at Note Ordinary shares Share premium Other equity Total equity Balance at Profit/Loss for the year Issue of share capital Net profits purchase/sale own shares Currency translation differences Balance at

11 Consolidated Cash Flow Statement 4Q Q Cash flow from operating activities Profit (loss) before tax Taxes paid Depreciation and amortization Adjustment for share-based payment Net interest in profit and loss Interest received Interest paid Change in trade receivable and other receivables Change in trade and other payables Net cash flow from operating activities Cash flow from investing activities Acquisition of business (PSW) Received cash holdings from acquisition of business (PSW) Purchase of tangible assets Purchase of intangible assets Net cash flow from investing activities Cash flow from financial activities Proceeds from borrowings Repayment of borrowings Payments of debt relating to acquisition of subsidiary Proceeds from issuing new shares Net profits from purchase/sale of own shares Costs related to share issue Net cash flow from financial activities Foreign exchange effect on cash Net change in cash and cash equivalents Cash and cash equivalents at the beginning for the period Cash and cash equivalents at end of the period

12 Note 1 General information Link Mobility Group ASA is a private limited company registered in Norway. Link Mobility Group ASA is the parent company of the Link Mobility Group (Group) and owns 100 per cent of the subsidiaries Link Mobility AS in Norway, Link Mobility AB in Sweden and Link Mobility SIA in the Baltics. On the 30 December 2014, Link Mobility Group ASA acquired 100 per cent of the shares in PSWinCom AS. The Group s headquarter is located in Oslo, Norway. The Group assists clients having mobile dialog with their customers and provides mobile payment solutions for its clients. The Group offers products and services extending from mobile dialog, mobile marketing, mobile payment, mobile CRM and mobile applications. The Groups business is classified into the following business segments; Dialog, Payment, License and Consulting. Note 2 Basis for preparation / Accounting Policies The interim financial statement for the fourth quarter 2014 has been prepared in accordance with IAS 34 Interim Financial Reporting. The financial statement should be read in conjunction with the annual financial statement of the financial year 2013, which have been prepared in accordance with IFRS and the financial statement for the first two quarters 2014 that have been prepared in accordance with IAS 34 Interim Financial Reporting. The accounting policies adopted are consistent with those of the previous financial reporting. The financial statement for the fourth quarter 2014 was approved by the Board of Directors on the The financial statement has not been audited or reviewed by the auditors. The Group s presentation currency is Norwegian kroner (NOK), which is also the parent company s functional currency. All amounts are stated in 1000 NOK. Consolidation The consolidated financial statements show the total financial results and financial position of the parent company, Link Mobility Group ASA, and its subsidiaries Link Mobility AS, Link Mobility AB and Link Mobility SIA that are 100 per cent owned by Link Mobility Group ASA, and are fully consolidated in the consolidated financial statement. On 30 December 2014, The Group acquired all shares in PSWinCom AS from Stabben AS. The transaction value (enterprise value of PSWinCom) was MNOK 85,5, based on an assumed EBITDA of MNOK 13,5. The final transaction value will be settled based on PSWinCom ASs audited financial result for MNOK 32 was paid at closing, MNOK 25,65 was paid in shares in Link Mobility Group ASA based on an agreed price of NOK 27,5 per share and the remaining is sellers credit to be paid no later than 36 months after closing. The seller s credits bear an interest of 5 percent p.a. Of the Link shares used in the settlement, were transferred from Link Mobility Group ASA and shares were issued through a private placement towards Stabben AS. The shares transferred from Link, were purchased by Link in an open market tender at the end of October 2014 at the price of NOK 24 per share. The cash settlement upon closing was partly financed by short term loans of MNOK 20 from two of Link s shareholders, MNOK 10 from each of Rugz AS and Sevencs AS. The debt bear an interest of 3 months NIBOR + 5 per cent. Note 3 Revenue and segment reporting The table below shows the revenues generated, by countries and business segment. Revenues per country 4Q Q Norway Sweden Latvia Total

13 4Q Q Dialog Payment License Consulting Total Note 4 Cost of services rendered Cost of services rendered relates to the cost of sales of the different segments. 4Q Q Dialog Payments Licenses Consulting services Total Note 5 Warrants Futurum Capital AS had warrants in Link Mobility Group ASA, bought in April The warrants were expensed as OPEX TNOK 559 in The warrants strike price was NOK 6 per share with a term of 3 years. Futurum Capital AS was to pay a fee of TNOK 277 for the right to buy the warrants by May Link Mobility Group ASA and Futurum Capital AS are at present discussing the terms. Note 6 Increase in share capital The Board of Link Mobility Group ASA decided to increase the share capital with NOK from NOK to NOK by issuing new shares at par value NOK 1 and price NOK 27,5 per share at its meeting on 30 December The increase in share capital was registered with the Norwegian Register of Business Enterprise on 16 January The increased share capital of NOK and increased share premium of NOK were stated as respectively Not registered share capital and Not registered share premium 13

14 Note 7 Related party transactions The following transactions were carried out with related parties: Sales (+) and purchases (-) of goods and services (excl VAT) 4Q Q 2013 YTD 2014 YTD 2013 Crayon AS (Jens Rugseth, Rune Syversen) Complit Holding AS (Jens Rugseth, Rune Syversen) Futurum Capital AS (Harald Dahl) Kvinnesiden AS (Siw Ødegaard) Period-end balances arising from sales/purchases (incl VAT) 4Q Q 2013 YTD 2014 YTD 2013 Crayon AS (Jens Rugseth, Rune Syversen) 1 1 Complit Holding AS (Jens Rugseth, Rune Syversen) Futurum Capital AS (Harald Dahl) Kvinnesiden AS (Siw Ødegaard) Loans from related parties 4Q Q 2013 YTD 2014 YTD 2013 Unsecured loan (principal loan) from Rugz AS (Jens Rugseth) Unsecured loan (principal loan) from Sevencs AS (Rune Syversen) Outstanding interests on the loan from Rugz AS (Jens Rugseth) Outstanding interests on the loan from Sevencs AS (Rune Syversen)

15 Link Mobility Group ASA Rosenkrantz' gate Oslo Contact information: CFO Siw Ødegaard Mob:

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