TIDMZATT
RNS Number : 3131G
Zattikka PLC
28 June 2012
For immediate release 28 June 2012
ZATTIKKA PLC
('Zattikka' or the 'Company')
PRE-TRADING FINANCIAL STATEMENTS FOR THE PERIOD TO 31 DECEMBER
2011
Zattikka, the online games entertainment group, formed by
Company's admission to trading on AIM on 16 April 2012
("Admission") and contemporaneous acquisition of three games
companies, in accordance with AIM Rule 19, today publishes its
pre-trading financial statements covering the period from 16
November 2011 to 31 December 2011. Zattikka's admission document,
dated 11 April 2012, set out the Company's financial position as at
16 November 2011, the date of its incorporation.
Highlights:
-- Successful Admission and placing, raising US$20 million (before expenses);
-- Concurrent with Admission, completion of the acquisition of
Hattrick Holdings Limited ("Hattrick"), Sneaky Games Inc.
("Sneaky") and Concept Art House Inc. ("Concept");
-- Foundation of enlarged group ("Enlarged Group") with 165
staff, located in key centres in China, USA and Europe;
-- Experienced management team and structure in place and
capable of handling significant growth with minimal overhead
expansion;
-- Unaudited pro-forma revenue of US$12.5 million and EBITDA of US$1.2 million; and
-- Process of integration of acquired companies onto Zattikka's
SNAP Analytics platform progressing on plan.
Zattikka was founded by Mark Opzoomer and Harald Ludwig as the
intended holding company for the Enlarged Group following
Admission. As at 31 December 2011, the Company was not yet trading
and therefore had no employees or fixed cost base. These financial
statements reflect this with one share in issue in this period and
no trading activities. However, the Company's stated buy and build
strategy of acquiring proven intellectual property, acquiring
evolving online platform skill sets and leveraging distribution and
infrastructure to take advantage of the rapid changes in the casual
social and mobile gaming arena was at an advanced stage of
execution. These financial statements are not statutory statements.
The first statutory statements will be for the period from
incorporation to 31 December 2012 and the first AGM will likely be
held in the second quarter of 2013. The Company will also produce
financial statements for the 12 months ending 31 December 2012 on a
comparative basis with those published today.
On 16 April 2012, Zattikka was listed on AIM raising US$20
million (before expenses) through the placing of 12,637,433 shares
at GBP1.00 each. Part of the net proceeds were used on the same
date to complete the acquisitions of three online games companies,
Concept, Hattrick and Sneaky. Expedite 5 Inc., a company already
operated by Mark Opzoomer and Harald Ludwig prior to Admission, was
acquired by the Enlarged Group under a share exchange agreement on
the same date.
These acquisitions created an initial foundation for the
Enlarged Group with 165 staff across operations in Malmo, Sweden
(20); London , UK (10); Austin (20) and San Francisco (15), USA;
and, importantly, Shanghai , China (100). Activities include
browser based games, social network games, apps and leading design
and art services to the broader games industry. On a simple
unaudited pro-forma basis the Enlarged Group would have had revenue
of US$12.5m and EBITDA of US$1.2m for the full year ended 31
December 2011. The Enlarged Group has a central analytics and cloud
based technology platform, (" SNAP"), and management team
infrastructure built to handle significant growth and contribute
increasing operating margins going forward.
The Group's integration progress since IPO remains in line with
management expectations. The three core operating companies are in
turn integrating into our SNAP analytical platform. Sneaky is now
fully integrated into SNAP and is focused on improving its product
pipeline in close co-operation with Concept. Hattrick will be next
to be integrated into SNAP in the third quarter. To date, Hattrick
has been focusing on early game retention improvements,
re-activations and has launched a new iOS App to provide additional
tools for subscribers. Concept has been building its sales pipeline
with a number of new customers and has successfully secured new
mandates with LucasArts, Storm 8 and Ngmoco (DeNa) amongst others.
Concept is also integrating the provision of art services across
the enlarged new group.
Mark Opzoomer, Zattikka's Chief Executive Officer commented:
"Our listing on AIM in April was the culmination of the enlarged
senior management team working closely together to form the solid
foundations we now have in place. We had originally targeted
closing the acquisitions earlier in 2012, and results for the
Enlarged Group may reflect the consequent delay to the
establishment of the combined platform. However, in the 10 weeks
since Admission, we have been advancing our integration plans, with
our short term focus on the smooth integration of the group
companies and products onto our SNAP analytical platform, which
underpins our growth strategy.
We are pleased with the progress made to date. In line with our
stated strategy, we are also beginning to explore a number of new
potential acquisition opportunities which could deliver valuable
IP, further enhance our skill sets or improve our market reach. I
look forward to updating the market further when we announce our
first consolidated results for the six months to 30 June in
September 2012."
Ends
For further information, please contact:
Zattikka
Mark Opzoomer, Chief Executive Officer +44 (0) 20 7491 6410
Rob Gorle, Chief Financial Officer
Canaccord Genuity Limited
Nominated Adviser and Broker:
Simon Bridges
Peter Stewart +44 (0) 20 7523 8000
Buchanan
Jeremy Garcia
Catherine Breen
Clare Akhurst +44 (0) 20 7466 5000
About Zattikka:
Zattikka plc is a developer and publisher of social and casual
games entertainment products across internet connected platforms.
Zattikka combines videogame, internet and mobile distribution and
social/casual gaming talent to compete in the fast growing online
and "freemium" games market. Zattikka has developed (through
Expedite 5 Inc.) an analytical platform, SNAP, that allows
efficient online marketing and optimisation of gameplay, a key
factor for success in this sector.
Through its IPO in April 2012, Zattikka acquired three other
companies: Hattrick Holdings, Sneaky Games and Concept Art House
providing the Company with games that can be sold to gamers in key
US, Chinese and European markets, either directly through its own
websites, through established third-party digital distribution
channels, such as social networks or other developing internet
connected platforms.Through further strategic acquisitions and by
accelerating on-going organic growth, Zattikka is executing a clear
strategic vision to become a large scale, diverse games publisher
with products operating across growth digital platforms, and with a
geographic emphasis in the US, China and Europe.
For more information visit www.zattikka.com
Company Statement of Financial Position as at 31 December
2011
2011
$
ASSETS
Current assets
Cash and cash equivalents 0.02
-----
0.02
TOTAL ASSETS 0.02
NET ASSETS 0.02
EQUITY
Share capital 0.02
-----
Equity attributable to the owners of the company 0.02
Company Statement of Changes in Equity - attributable to the
owners of the parent company
Share capital Total
$ $
Share issues 0.02 0.02
-------------- ------
Total transactions with owners 0.02 0.02
Balance at 31 December 2011 0.02 0.02
Cash Flow Statement for the period ended 31 December 2011
2011
$
Cash flows from financing activities
Net proceeds from issue of ordinary share 0.02
-----
Net cash flows from financing activities 0.02
Net change in cash and cash equivalents 0.02
Cash and cash equivalents at end of period 0.02
Cash and cash equivalents comprise of cash on hand and deposits
Basis of preparation
The financial information set out above does not constitute the
Company's accounts for the period ended 31 December 2011, but is
derived from those accounts, prepared under AIM rules. The auditors
have reported on those accounts; their reports were unqualified,
did not draw attention to any matters by way of emphasis without
qualifying their report and did not contain statements under AIM
rules. Whilst the financial information included in this
preliminary announcement has been computed in accordance with
International Financial Reporting Standards (IFRSs) adopted by the
European Union ("EU") and in accordance with the Group's IFRS
accounting policies, this announcement does not itself contain
sufficient information to comply with IFRSs. The financial
information presented in this announcement has been prepared in
accordance with the accounting policies adopted for the audited
results for the period ended 31 December 2011.
The financial information set out in this preliminary
announcement was approved by the Board of Directors and authorised
for issue on 27 June 2012.
Post balance sheet events
On 29 March 2012, the Company obtained a public company trading
certificate stating that the Company is entitled to do business and
borrow.
On 16 April 2012, Zattikka Plc was listed on AIM and raised $20
million (before expenses) through the placement of 12,637,433
ordinary shares at GBP1 each. On the same date, Zattikka Plc
purchased the entire share capital of four games companies and some
of their subsidiaries, as part of Zattikka's corporate strategy of
strategic acquisitions and accelerating on-going organic
growth.
Concept Art House Inc - This company is a work for hire art and
design company based in San Francisco and Shanghai.
Expedite 5 Inc - Developed SNAP, a cloud based analytics service
to work across all distribution platforms to collect and analyse
user behaviour.
Hattrick Holdings Limited - Hattrick provides an online football
manager game and a music lifestyle role playing game.
Sneaky Games Inc - Sneaky has developed a portfolio of games in
the mid-core fantasy role playing genre.
Details of the consideration of the acquisitions are as
follows:
Working
capital
Acquisition Total Deferred Cash Loan notes Shares adjustment
$'000 $'000 $'000 $'000 $'000 $'000
Concept Art
House Inc 13,890 - 3,600 2,400 7,000 890
Expedite 5 Inc 2,503 - - - 2,503 -
Hattrick Holdings
Ltd 29,925 9,975 8,778 8,512 2,660 -
Sneaky Games
Inc 6,028 325 1,710 1,140 2,925 (72)
Total 52,346 10,300 14,088 12,052 15,088 818
The working capital adjustment represents the movement in
normalised cash held at the date of acquisition.
Deferred consideration is conditional upon certain EBITDA
numbers being met. This is maximum estimate of the deferred
consideration payable.
Deferred share consideration of up to 6,318,716 shares in
Zattikka Plc, is payable to the former Expedite 5 Inc shareholders
upon certain Zattikka Plc share price targets being met.
The accounting of the acquisitions Statement of Financial
Position as at date of acquisition is still incomplete, however
management intends to disclose a statement of assets and
liabilities acquired in its half yearly report 30 June 2012.
Goodwill which has arisen on these acquisitions, will relate to
the IP created by these entities and other assets including
contracts and customer lists. The results of these acquisitions in
future accounting periods will be under acquisition accounting in
the Group accounts.
Had a full year's trading been recorded for the four
acquisitions for the year ended 31 December 2011, the unaudited
pro-forma revenue would have been $12.5 million and EBITDA would
have been $1.2 million. The EBITDA margin may not be representative
for future accounting periods.
Unaudited Unaudited
9 months to 3 months to Unaudited
30 September 2011 31 December 2011
2011
Unaudited Unaudited Unaudited
$'000 $'000 $'000
Revenue 9,341 3,125 12,466
EBITDA 1,023 225 1,248
Acquisition costs associated with the transaction will be
accounted through the Income Statement. The costs of the issuing of
shares, will be taken to the share premium account.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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