Mirriad Advertising Regulatory News (MIRI)

Mirriad Advertising plc

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2017

9 May 2018

Mirriad Advertising plc

("Mirriad" or the "Group")

Results for the year ended 31 December 2017

Mirriad Advertising plc, a video technology company delivering in-video advertising globally, announces its audited results for the year ended 31 December 2017.

Financial overview

· Revenue increased 23% to £874k (2016: £711k) as the Group deployed its services in key advertising markets

· Net assets increased 129% to £27.9m (2016: £12.2m) following the successful IPO in December 2017

· Operating loss increased 55% to £11.3m (2016: £7.3m) as the Group established new offices and hired additional staff and invested in its technology

Operational highlights

· The Company was admitted to AIM following its successful IPO on 19 December, raising £23.7m net of associated costs

· The Group ran its largest single campaign run in China in Q4 generating total impressions for the advertiser in excess of 800m with strong post campaign research results

· Contract signed in the US with Univision in October

· The Group signed an extended term on its existing contract with Globosat in Brazil in September extending the term by a further five years from the start of the original contract

· Contract signed in Europe with RTL Germany in May

· Granted patents increased to 11 with 7 additional patents pending as at 31 December 2017. These cover the Company's core technology and are registered in a variety of territories including Europe and the US. A Chinese application was confirmed as pending in August

· Grant funding secured from European Union's Eureka Eurostars programme for the "Valence" project, covering location based contextual advertising in February (total funding of £298k over the period of the grant)

Post period highlights

· Renewal of the Group's contract with Youku, a subsidiary of Alibaba, on a non-exclusive basis allowing the Group to work with other customers in the Chinese market

· New contract with NBCU in the US market which the Group is now focused on implementing

· Investment by Jinhua Puhua Tianqin Equity Investment Fund Partnership ("Puhua"), a Capital fund established in Jinhua in the People's Republic of China, at 62p per share raising approximately £2m before costs, on 24 April 2018

· Released research backed by comScore independently verifying Mirriad's advertising units on 2nd May

Mark Popkiewicz, Chief Executive Officer of Mirriad, commented:

"We are maintaining our focus on the world's largest and fastest growing advertising markets which are also markets with high video consumption. In China we successfully delivered the Group's largest ever in-video advertising campaign at the end of 2017 closely followed by independent research which has clearly confirmed the efficacy and effectiveness of Mirriad in-video advertising. As a result of the funds raised in the successful IPO, we are actively engaged in rolling out the new in-video ad unit, management platform and services to key customers. We believe this will lay the foundations for future revenue growth."

For further information please visit www.mirriad.com or contact:

Notes to Editors

About Mirriad

Mirriad is a video technology company delivering in-video advertising by naturally blending brand advertising into popular entertainment content.

Mirriad creates advertising opportunities within existing video content across multiple shows. Advertisers can reach target audiences in a contextually relevant way without interrupting the viewing experience. The new ad format can be used alone or combined with other media, and is aligned with existing media trading.

Mirriad is headquartered in London, with offices in the leading advertising markets in the world: New York, Mumbai, Shanghai and São Paulo. 

Forward looking statements

Certain information contained in this announcement, including any information as to the Group's strategy, plans or future financial or operating performance, constitutes "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks" "could" "targets" "assumes" "positioned" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, among other things, the Group's results of operations, financial condition, prospects, growth, strategies and the industries in which the Group operates. The directors of the Company believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only as of the date of the particular statement.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Group's control. Forward-looking statements are not guarantees of future performance. Even if the Group's actual results of operations, financial condition and the development of the industries in which the Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

Chairman's statement

I am delighted to present Mirriad's first results following the Company's successful admission to AIM on 19 December 2017.

As a result of the IPO, the Company raised net proceeds of £23.7m. The fundraise has empowered the Company to expand the Group's activities in its five target markets, China, India, the US, Brazil and Germany, the world's largest and fastest growing advertising markets.

The funds raised in the IPO allow the Group to enter 2018 well capitalised, with a strong balance sheet enabling the Group to credibly demonstrate longevity to its customers who are principally large digital distributors and broadcasters. The Group has made significant progress over the last few months since the IPO in rolling out its platform and technology with these customers which we believe will pave the way for revenue growth later in 2018 and beyond.

In the last quarter of 2017 the Group delivered its single biggest campaign. On behalf of Tangeche, a major Chinese based car leasing firm, Mirriad embedded brand images and messages in over 200 episodes of video content over a five month period. This campaign both from its size and effectiveness is a clear example of the efficacy of Mirriad's audience based model.

The momentum has continued into the new year with the signing of two landmark contracts with Univision and NBCU in the North American market and renewing an important contract with Youku/Alibaba in the Chinese market. While the Group's contracts do not guarantee an immediate flow of revenue they are critical markers of future success.

Our people

People are our greatest asset and sit at the core of Mirriad. Our team of experts and specialists have developed all of our intellectual property, our business processes and know-how that form the basis for our unique proposition. Our proprietary technology gives us a competitive advantage in the advertising industry. As a consequence the majority of the Group's expenditure is on staff and staff related costs. During the year the average number of employees increased from 74 to 91 as we continued to expand the Group's technology group and started to build out our marketing and product teams. We now have staff in place to serve our partners in China (Shanghai), Brazil (Sao Paulo), India (Mumbai), the United States (New York) and Europe (London). To build efficiency each of these offices is linked to provide support to each other guided by the centre in London.

I would like to express the gratitude of the Board to all our staff, both longer serving and more recently joined, who have contributed to the development of the business. I have been impressed with their dedication and hard work while we have been putting in place the conditions for future growth. The demands on the team are unlikely to lessen as we target growth in our key markets. Retention and recruitment will be key to the Group's future success. The Board is confident that the Company will be able to recruit the staff that will be needed to meet future challenges.

Focus

The Group is putting the foundations in place now to enable meaningful revenue growth in the future. This requires relentless focus and a need to remain on strategy. Developing large enterprise clients takes time and patience and requires the Group to remain flexible in how it serves their needs while continuing to assure the effectiveness of our business model.

The Board is confident that the Group can scale revenues by ensuring that its key customers are provided with the transactional tools and training needed to facilitate in-video advertising. This is why the Group has spent considerable time and resource in developing a transactional tool which we call Marketplace. With relatively low levels of capital expenditure, the development of Marketplace and the potential to demonstrate the impact of in video advertising to broadcasters and digital distributers, we are confident in the Group's ability to drive significant growth in the coming year and beyond.

Roger Conant Faxon

Non-executive Chairman

9 May 2018

Chief Executive's statement

Progress in 2017: focus and maturing technology

Mirriad's strategy has centred on three key areas: development of core technologies; the development of an organisation capable of supporting large enterprise class customers; and deployment of the trading platform and associated in-video ad unit deemed essential to connect clients advertising budgets to the inventory we create and allow our business to scale.

We have maintained our tight focus on the world's largest and fastest growing advertising markets with high levels of video consumption. On that basis we have re-balanced our customer portfolio in favour of larger more dominant players in each respective market including Alibaba/Youku, NBCU, RTL Group, Globosat and others. We expect this focus to yield results in terms of revenues from the second half of 2018 and beyond as we deploy our platform and service model. We anticipate the number of customers under contract to show a small increase by the end of 2018 as current contractual negotiations complete. 

The value chain for in-video advertising involves three parties: content producers, distributors (digital or broadcast) and advertisers/media agencies and Mirriad's platform provides a marketplace for activity.

The Group's business is principally based on contracting with distributors, the primary sellers of the in-video advertising inventory, and taking a share of revenue from resulting in-video advertising transactions.

Mirriad's revenue share generally averages approximately 20%.

Our technologies are designed to make a complex problem simple: Mirriad receives video content; analyses it for advertising inventory; makes it available to our customers to sell; and ultimately fulfils the campaigns they have sold to media agencies and brands. As our technology has developed we have increasingly focused resources on the last steps in this process.

2017 was an important year for technology developments as we solidified our capabilities for creating or predicting advertising inventory from premium entertainment content and naturally inserting realistic branded imagery into content at scale. Development work continued around the Marketplace platform which will enable key stakeholders such as content owners, distributors and advertisers to transact. We also laid foundations for the launch of an industry credible in-video advertising unit capable of supporting media trading at scale: a third party certified, verifiable, consistent currency, in the form of an in-video advertising unit is essential to market liquidity.

The Company has been actively protecting its IP and currently holds 12 granted patents with more in process over 2017.

Industry trends

There continues to be significant publicity around the verification and value of advertising media with recent comments from both Marc Pritchard and Keith Weed, respectively Chief Marketing Officers of Proctor & Gamble and Unilever, the world's largest two advertisers by spend.

In 2017 Marc Pritchard said that:

"We bombard consumers with thousands of ads a day, subject them to endless ad load times, interrupt their screens with popups and overpopulate their screens and feeds... We're awfully busy, but all of this activity is not breaking through the clutter. It's just creating more noise."

While Keith Weed said at the IAB Annual Leadership Meeting in 2018 that:

"[Consumers] don't care about good value for advertisers. But they do care when they see their brands being placed next to ads funding terror, or exploiting children." 

Mirriad ad units are designed to address these issues and more: bringing a new ad unit format to market requires a new metric that is transparent, verifiable and validated by some of the most respected industry measurement companies.

We have very recently announced the results of work we have been undertaking for over two years concerning the standardisation of the Mirriad advertising unit with comScore in the USA and Miaozhen Systems in China. This work is critical in enabling Mirriad in-video advertising to become a trading currency alongside other advertising products. The work in these two pivotal markets should drive more transactional liquidity between media owners and advertisers.

In 2017 Mirriad solved the challenge of consistent delivery of the ad units by finalising the development of an automated measurement and gating technology called the Visual Impact Score (VIS), now integrated into the Marketplace platform. VIS solves a formidable problem by ensuring each instance of ad exposure meets thresholds known to drive effectiveness such as exposure size and proportion, clarity, proximity to action and prominence.

Early in 2018 Mirriad commissioned independent research from global measurement company comScore, which analysed a large, statistically valid random sample of the new Mirriad ad units. The audit verified Mirriad's VIS score, with 98.5% of the tested ad units passing the independent audit. Full study results are available in a whitepaper on the Mirriad website (www.mirriad.com).

So advertisers can now have independently verifiable certainty around the quality of each billable ad - essential in today's highly scrutinized world of value for money and data transparency especially in the two largest advertising markets in the world. This will help us in our sales and marketing efforts to new and existing clients. Mirriad will continue working with multiple independent vendors of advertising measurement in securing further validation of the in-video advertising unit construct and its effectiveness.

Marketing effectiveness

We ran the Group's largest campaign at the end of 2017 and into the beginning of 2018. Mirriad partnered with Youku/Alibaba to create an in-video ad campaign for a leading Chinese car leasing company, Tangeche. The campaign embedded Tangeche's brand messages as ad units across more than 20 different shows over five months. This large-scale campaign successfully reached the target audience, and hit Tangeche's awareness and consideration goals.

We are delighted that the campaign results, independently researched by Miaozhen Systems, exceeded even our high expectations.The campaign delivered nearly 800 million impressions. At the end of the campaign almost 71% of the audience had seen the ads, 72% of viewers thought that the inclusion of the brand in the shows made the scenes look more realistic and 94% of the target audience said they would take follow up action with their intention to use the brand three times higher than before the campaign.

We believe that the Tangeche campaign is an excellent example demonstrating the marketing power of in-video advertising when delivered at scale.

The future

The path to success for Mirriad requires the Group to complete a number of steps.

In 2017 and into the first half of 2018 we have concentrated on the first of those steps: deploying our Marketplace platform and services as well as establishing the in-video advertising unit through independent 3rd party verification. This requires the organisation to on-board customer sales organisations at some of the world's largest media companies and takes considerable time and effort. It also requires integration with third party systems either at the customer, for core services, or externally, for 3rd party verification and tracking of ad unit delivery. Both integration and on-boarding are complex and time consuming but worthwhile initiatives each requiring agreement with and co-ordinated roll out with our customer organisations, their clients and other third parties.

Once the supply-side of the model is operational our next step is to leverage demand for in-video advertising by driving demand-side awareness of the product and its benefits to advertisers and clients. We do this through delivery of advertising effectiveness research, executed locally and culminating in case studies on behalf of different brand categories. When demand is generated Mirriad has the technology and processes in place to fulfil transactions using Marketplace.

The final step is to achieve scale in our target markets. Ultimately, we believe we can drive scale in the business by establishing Mirriad in-video advertising as a media buying plan line item. It is also worth emphasising that Mirriad has planned capabilities to support programmatic buying and can provide personalisation depending on our distribution partners' infrastructure.

Outlook

In 2017 and the first part of 2018 Mirriad has been laying the foundations for future revenue growth by maintaining focus on its core markets and focus on its Marketplace technology. I believe the Group has made good progress on this front over the last few months. Mirriad has also secured contracts with key customers in our target markets, entered negotiations with a small number of potential new customers in these markets and has started the operational roll out of its systems with the customers currently under contract. Our proprietary technology will allow the Group to scale revenue over time and we expect to see the first fruits of that strategy in the second half of 2018.

Mark Sabin Tadeusz Popkiewicz

Chief Executive Officer

9 May 2018

Finance review

Introduction

2017 was an important year for the Company with the admission of Mirriad to AIM which raised a net £23.7m to fund future expansion. In 2017 the Group focused on securing contracts with key customers in its target markets and continued the development of its core technology and transactional platform. The Group has focused its resources on fewer larger customers. The Group now has a base of customers which provides a platform for future growth though the Directors caution that sales cycles are long and signature of customer contracts, while an important KPI, does not immediately lead to future revenue.

Current year results

Revenue for the year increased to £874k (2016: £711k) as the Group commercialised its offering in its target markets with a focus on its Asian business. Revenue has grown consistently between 2015 and 2017. Gross margin increased to £694k (2016: £559k). The Group's principal cost is staff and its Administrative expenses increased

to £12,067k (2016: £7,995k) as the Group continued to expand staff in its local offices and invest in its technology team. The loss for the year before tax increased to £11,271k (2016: £7,294k) as a result of this expansion in headcount.

Tax

The Group has not recognised any tax assets in respect of trading losses arising in the current financial year or accumulated losses in previous financial years. The tax credit recognised in the current and previous financial years arises from the receipt of R&D tax credits.

Earnings per share

Earnings per share were a loss of 19 pence per share (2016: loss of 18 pence per share) as a result of increased staff costs over the period. This is based on the weighted average number of shares in issue during the financial year.

Dividend

No dividend has been proposed for the year ended 31 December 2017 (2016: £nil).

Cash flow

Net cash used in operations was £7,524k (2016: £6,304k) as headcount increased over the year. During the year £842k (2016: £521k) of development costs were capitalised as required following the Group's adoption of International Financial Reporting Standards ("IFRS"). The Group also incurred £467k (2016: £41k) of capital expenditure on tangible assets the majority of which, £346k, related to the move to a permanent head office site in London. Net proceeds from the issue of shares in July and December 2017 totalled £25m (2016 net proceeds: £11.4m). Cash consumed by the business has increased every year since 2015 as the Group has increased headcount and opened subsidiaries in its target markets.

Balance sheet

As a result of the IPO Net Assets increased to £27.9m (2016: £12.2m). Cash and cash equivalents at 31 December 2017 was £26.4m (2016: £10.3m). Some of the proceeds from the issue of shares has been placed on deposit for time periods ranging between instant access and up to one year in maturity.

Accounting policies

The Group's consolidated financial information has been prepared in accordance with IFRS as adopted in the EU.

The overall impact of the conversion to reporting under IFRS was to decrease the loss for the year ended 31 December 2016 by £318.6k and by £112.5k for the period ended 31 December 2015. The main driver of this movement was the capitalisation of development costs.

David Dorans

Chief Financial Officer

9 May 2018

Consolidated statement of profit or loss for the year ended 31 December 2017

All activities are classified as continuing.

Consolidated statement of comprehensive income for the year ended 31 December 2017

Items in the statement above are disclosed net of tax.

Consolidated balance sheet at 31 December 2017

Consolidated statement of changes in equity

For the year ended 31 December 2016

For the year ended 31 December 2017

Consolidated statement of cash flows for the year ended 31 December 2017

Notes to the consolidated financial statements

1. Corporate information

Mirriad Advertising plc is a public limited company incorporated and domiciled in the UK and registered in England with company registration number 09550311. The Company's registered office is 6th Floor, One London Wall, London, EC2Y 5EB.

The Company is listed on AIM. 

2. Basis of preparation

The financial information set out above does not constitute the Group's statutory accounts for the years ended 31 December 2017 or 2016 but is derived from those accounts. Statutory accounts for 2016 have been delivered to the registrar of companies, and those for 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The consolidated financial information has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, IFRIC interpretations and the Companies Act 2006. The financial information contained in these financial statements have been prepared under the historical cost convention, and on a going concern basis.

These financial statements, for the year ended 31 December 2017, are the first the Group has prepared in accordance with IFRS.

The main changes under IFRS are noted below:

IAS 20 Accounting for grants has been applied to government grant income received in 2016 and 2015. Previously grant income was recognised when quarterly grant claims were actually submitted and the claim amount known, but this has been amended to recognise the grant income on an accruals basis over the period the grant costs were incurred.

IAS 38 - Intangible Assets has been implemented which has led to capitlisation of staff costs related to development of computer software used by the business. Previously all such costs had been expensed through the income statement.

New standards, amendments and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2017, and have not been applied in preparing this historical financial information. None of these is expected to have a significant effect on the financial statements of the Group as set out below:

· IFRS 15, "Revenue from contracts with customers" deals with revenue recognition

· IFRS 16, "Leases" addresses the definition of a lease, recognition and measurement of leases

· IFRS 9, "Financial instruments" addresses the classification, measurement and recognition of financial assets and financial liabilities.

3. Segment information

Management primarily considers the business from a geographic perspective since the same services are effectively being sold in every Group entity. Therefore regions considered for segmental reporting are where the Company and subsidiaries are based, namely the United Kingdom, USA, India, Brazil, China & Singapore. The revenue is classified by where the sales were booked not by the geographic location of the customer. For this reporting purpose the Singapore and China entities are considered together.

The amount of revenue from external customers by location of the Group billing entity is shown in the tables below.

Revenue

Revenue from external customers by country is split out below based on the destination of the customer:

4. Operating loss

Other operating income includes income received from government grants. The Group has complied with all the conditions attached to these grant awards.

Included within Employee benefit cost are share based payments for the year ended 31 December 2017 of £1.7m (2016: £0.2m).

5. Income tax credit

UK corporation tax credit relates to R&D tax credits received by the Group.

Reconciliation of tax charge:

The tax assessed for the period is based on the standard rate of corporation tax in the UK 19.25%. The differences are outlined below:

The tax (charge) / credit relating to components of other comprehensive income is as follows:

6. Earnings per share

(a) Basic

Basic earnings per share calculated by dividing the loss for the period / year by the weighted average number of ordinary shares in issue during the year. Potential ordinary shares are not treated as dilutive as the Group is loss making and such shares would be anti-dilutive.

The loss per share for the year was 19p (2016: 18p).

No dividends were paid during the year (2016: £nil).

(b) Diluted

Potential ordinary shares are not treated as dilutive as the Group is loss making and such shares would be anti-dilutive.

7. Related party transactions

The Group is owned by a number of investors the largest being IP2IPO Portfolio (GP) Limited (as general partner for IP2IPO Portfolio L.P) who owns approximately 27% of the share capital of the Company. Accordingly there is no ultimate controlling party.

During the year the company had the following significant related party transactions which were carried out at arm's length. No guarantees were given or received for any of these transactions:

IP2IPO Services Limited

IP2IPO Portfolio (GP) Limited - A company with the same parent company as IP2IPO Services Limited, one of the company directors during the period had the following transactions: (1) Purchase of 6,010,323 ordinary shares in the IPO in December 2017 at £0.62 per share; (2) Charged Mirriad Advertising Plc £52,543.76 for services as a corporate finance advisor. This fee was satisfied by the issue and allotment of 84,748 preference shares in July 2017.

IP2IPO Limited - A company with the same parent company as IP2IPO Services Limited, one of the company directors during the period had the following transactions: (1) Purchase of 10,000 ordinary shares in the IPO in December 2017 at £0.62 per share; (2). Charged Mirriad Advertising Plc £10,000 in November 2017 for placement of a Non-Executive Director, and £267.05 for event hire and refreshments in December 2017. The invoice for the event hire charges was not received by the Company until January 2018 so was unpaid as at 31 December 2017. This invoice was subsequently settled on 30 January 2018.

Top Technology Ventures Limited - A company with the same parent company as IP2IPO Services Limited, one of the company directors during the period charged Mirriad Advertising Plc £3,500 in August 2017 for data room charges related to fundraising activity.

Parkwalk Advisors Limited

The non-executive director of the company during the period purchased 4,032,258 ordinary shares in the IPO in December 2017 at £0.62 per share.

All the related party transactions disclosed above were settled by 31 December 2017 except where stated.

The Directors have authority and responsibility for planning, directing and controlling the activities of the Group and they therefore comprise key management personnel as defined by IAS 24, ("Related Party Disclosures"). Remuneration of Directors and senior management is disclosed in the Remuneration report.

8. Post balance sheet events

On 24 April 2018 the Company announced the completion of an investment by Puhua Tianqin Equity Investment Fund Partnership ("Puhua"), a Capital fund established in Jinhua in the People's Republic of China.

Puhua has subscribed for 3,225,806 new ordinary shares at a price of 62 pence per share, the same price funds were raised at in Mirriad's IPO on 19th December 2017. The investment raised gross proceeds of approximately £2 million for the Company.

The financial information set out in this document does not constitute the Group or Company's statutory accounts.