Mobile Streams Regulatory News (MOS)

9 November 2018

Mobile Streams plc

("Mobile Streams", the "Company" or the "Group")

Final results for the year ended 30 June 2018

Mobile Streams (AIM: MOS), the emerging markets focused mobile media company, announces its final audited results for the year ended 30 June 2018.

Financial highlights:

· Decrease in revenues to £3m (2017: £5.7m) caused primarily by ongoing challenges in the Company's core market of Argentina.

·  EBITDA* loss of £1.2m (2017 loss: £1.48m) attributable to expansion in India.

· Loss before tax £0.9m (2017 loss: £1.5m)

· Loss after tax of £1m (2017 loss of £1.7m)

· Basic loss per share of 1p per share (2017: loss of 2.62p per share)

· £1m in cash (2017: £2.3m), with no debt. Current cash is £0.7m

*EBITDA is a non-IFRS measure and is calculated as profit before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets.

Operational highlights:

· Agreements signed with all 4 of the mobile carriers in India, with an addressable audience of over 1 billion mobile users

· Revenue and margin have stabilized, globally, in the second half of the financial year, despite currency depreciation in Argentina and India.

· Launch of a 3rd store in India, featuring premium HTML5 games, to enable additional payment mechanisms and mobile device market.

The full report and accounts for the year ended 30 June 2018 will be sent to shareholders shortly and will be uploaded to the Company's website, www.mobilestreams.com, in accordance with AIM Rule 20.

Simon Buckingham, CEO, said: "We announced that trading conditions in Argentina were extremely challenging in the year under review as a result of macroeconomic conditions and regulation in the local market for mobile content subscriptions. These conditions are continuing but we are confident that our strong relationship with our carrier billing partner, which remains very supportive of our business, will enable us to manage this.

"In India, we announced that trading has been impacted by the further consolidation of the mobile operator market, in addition to downturn in revenues experienced by the operators since the launch of the newest entrant to the market. In spite of the challenges posed by the current conditions, revenues continue to increase quarter by quarter, meanwhile margin has improved as our marketing strategy has aligned more with those of the key local competitors."

"The current situation in India has enabled us to focus our marketing investment with those partners that have generated positive results, while preparing for the commercial launch of the new operator in the market. This partnership promises a positive shift in the company's fortunes in the market as they have revolutionized the telecom market since launch two years ago. We look forward to updating shareholders with our progress in the coming months."

Outlook

Mobile Streams has focused on two main objectives in its recent business trading: grow the subscriber base in India in order to increase revenue and establish new partnerships with key companies in the market.

Developments within the Indian telecom's industry during the past year include the Idea-Vodafone merger, Reliance Jio's commercial launch and the Aircel bankruptcy. As a result, the company has turned its focus towards working with operators with stable operations which in turn will provide greater opportunity for future returns. While this has resulted in lower revenues than hoped for at the start of the financial year, recent performance in particular indicates grounds for optimism in 2019.

The Indian mobile market continues to evolve rapidly; Reliance Jio has doubled its customer base, passing 200 million subscribers * while widening the gap to its nearest competitors as the world's largest data network. Chinese vendors now dominate the Indian smartphone market, low cost devices have made it more affordable for those in rural areas to access high speed networks, which has led to gaming revenues of over $1 billion in the past 12 months **.

Looking ahead to the remainder of the current financial year and beyond, the Company's primary objective is to increase our revenues, while maintaining positive margin, in India and Argentina.

The Board retains the belief that India remains the largest opportunity for the Company to deliver growth in shareholder returns while acknowledging there is scope to look at similar markets in the region to maximise the potential of its services.

* https://www.coai.com/statistics/gsm-subscriber-figure-report

** https://newzoo.com/insights/rankings/top-100-countries-by-game-revenues/

Enquires:

Mobile Streams

+1 347 669 9068

Simon Buckingham, Chief Executive Officer

Enrique Benasso, Chief Financial Officer

N+1 Singer (Nominated Adviser and Broker)

+44 (0)20 7496 3000

Mark Taylor

George Tzimas

About Mobile Streams:

Mobile Streams licenses and distributes a wide range of mobile content including games and apps that are retailed around the world, primarily in emerging markets. The Company's main operations are in Latin America and in particular Argentina, with recent expansion into India. Its shares are traded on the AIM market of the London Stock Exchange under the symbol MOS LN.Chairman's Statement:

The Board of Mobile Streams is pleased to present its audited accounts for the financial year ended 30 June 2018.

The past twelve months have seen Mobile Streams continue with its strategy to develop a content offering direct to consumers across a wide range of mobile devices in a number of large emerging markets. Adverse market conditions, particularly in Argentina, saw the loss of a major billing partner and the peso devaluation.

Group revenue for the year ended 30 June 2018 was £3.0m (2017: £5.7m). Trading EBITDA (calculated as profit before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets) was, as anticipated, negative £1.2m for year (2017: negative £1.5m). Loss before tax was £0.9m (2017: £1.5m loss). Much of the reduction in revenues is attributable to challenging trading conditions in Argentina. Revenue in Argentina (which equated to 76.4% of our revenue) on a constant currency basis decreased by 37% from AR$92m to AR$58m.

During the second half of the financial year the Company continued to invest in India to build a strong position in the country and grow the number of our active subscribers. The second half of the financial year was particularly busy in India, with several launches, including the three largest telecom operators covering over 700m mobile customers. In the new financial year, the team will focus on growing the Group's subscriber base and access to mobile customers further, as well as exploring other strategic business alliances with key Indian mobile companies.

The Directors have prepared a cash flow forecast which indicates that general working capital requirement are likely to require a further funding round within the next 12 months. The success of the previous equity funding rounds and access to other sources of capital supports the Director's reasonable expectation that Mobile Streams will have sufficient resources to continue in operational existence throughout this period.

The Directors do not propose a payment of a dividend (2017: £Nil). In the new financial year, the majority of revenues are once again expected to be generated in Latin America and the majority of the investment will be in India. The Group ended the year with a net cash balance of £1.0m, with no debt, at 30 June 2018 (2017: £2.3m).

The Board believes that India remains the largest opportunity for the Company to deliver growth to shareholders via established and newly developed products, leveraging its strong trading relationships in developing markets.

P TomlinsonChairman

8 November 2018

MOBILE STREAMS PLC 

Annual report for the year ended 30 June 2018

STRATEGIC REPORT

Operating review

Mobile Streams' performance during the financial year ended 30 June 2018 was driven primarily from its Mobile Internet sales in Latin America. The past twelve months have seen Mobile Streams continue with its strategy to develop a content offering direct to consumers across a wide range of mobile devices in a number of large emerging markets. This is in addition to the Company's business of providing content to mobile network operators and other business partners.

Group revenue for the year ended 30 June 2018 was £3.0m. The gross profit of £1.2m decreased by 32.8% during the year (year ended 30 June 2017: £1.8m). The gross profit margin increased from 30.8% to 38.7% as a result of decreased marketing (direct to consumer) costs related to its Mobile Internet division.

Selling and marketing expenses were £0.6m, a 17% decrease on the year ended 30 June 2017. Revenues are generated from two principal business activities: the sale of mobile content through mobile operators (Mobile Operator Sales); and the sale of mobile content over the internet (Mobile Internet Sales). Additionally, the Group is engaged in the provision of consulting and technical services (Other Service Fees).

During the period, both the Group's Mobile Internet revenues and its Mobile Operator revenues decreased. As consumers steadily update their phones from legacy feature and flip phone models to smartphones, they have generally used the operator content portals less. Consumers generally use independent portals, as well as the open mobile internet, more actively.

Mobile Internet sales

The Group experienced growth and then stabilisation in 2017 to 2018 in Mobile Internet sales as consumers used their mobile devices to purchase mobile content subscriptions. After that, the business model (based on Mobile Internet) shifted to a model based on the operator platforms and the revenue based on internet decreased. The drop in sales was due to a reduction in volume of revenue and the result of the devaluation of the Argentine peso during the 2014 to 2018 financial years, resulting in a fall in sales.

 Latin America, primarily Argentina, accounted for the majority of revenues.

Mobile Operator sales

The Group has several contracts with mobile operators that allow the distribution of content through their mobile portals, although the revenue has been reduced by more than 46% year on year partially because of consumer preferences.

There was a reduction in the number of consumer visitors to these portals, which has been a continuing trend for several years. The Group's teams share and implement the best retailing practices in order to increase the conversion of visitors into customers to mitigate the natural decline in this revenue stream as the market changes.

Sales by Territory

Operations in Argentina were extremely challenging in the year under review as a result of general market conditions and regulation in the local market for mobile content subscriptions. Further reduction in revenues in this region are seen as manageable on account of the Company's strong relationship with its carrier billing partner and their commitment to the business. However, this also presents the Group with an opportunity as it looks to refocus its business and continue to develop its ad-funded games service and subscription services in India. These opportunities are potentially transformational for the Group's business.

In India, revenues have been steadily growing quarter after quarter. The Directors are continuously looking to improve the Group's gross margins by reducing its subscriber acquisition costs and increasing average revenue per subscriber. However, trading has been more challenging than anticipated because of policy changes at one of the Group's key partners and lower revenue from another.

In the past financial year in India, the focus has been very much on growing the active paying weekly subscriber base on our download and online games services. The marketing team responsible for the success The Group has had in Latin America have had to be very flexible with their investment strategy over the period as the mobile market in India is ever evolving. The demonetisation in India in November 2016, policy changes from selected carriers and zero rate prepaid balances have been challenging but, on a positive note, the Group has direct carrier billing agreements with two new mobile networks and launched its online HTML5 games service.

The Indian mobile market is developing quickly, the entrance of Reliance Jio 4G network (breaking world records in subscriber growth) into the market has improved network connections throughout the country, lowered prices for data and had a substantial impact on the financial results of other carriers.

During the financial year the Company continued to invest in India to build a strong position in the country and grow the number of our active subscribers. Active subscribers had increased year on year to over 1 million members at the end of the financial year. The second half of the financial year was particularly busy in India, with several launches, including the 3 largest telecom operators covering over 700m mobile customers. In the new financial year, the team will focus on growing the Group's subscriber base and access to mobile customers further, as well as exploring other strategic business alliances with key Indian mobile companies.

The Group has several contracts with mobile operators that allow the distribution of content through their mobile portals, although the revenue has been reduced by more than 46% year on year partially because of consumer preferences on products of other portals and a higher competition. There was a reduction in the number of consumer visitors to these portals, which has been a continuing trend for several years. Our teams share and implement the best retailing practices in order to increase the conversion of visitors into customers to mitigate the natural decline in this revenue stream as the market changes.

Financial review

Group revenue for the year ended 30 June 2018 was £3.0m, a 46.5% decrease on the previous year (2017: £5.7m).

Gross profit was £1.2m, a decrease of 32.8% during the year (2017: £1.8m). The gross profit margin increased from 30.8% to 38.7% on account of decreased marketing (Direct to Consumer) costs related to Mobile Internet.

Selling, marketing and administrative expenses were £2.4m, a 30% decrease on the year ended 30 June 2018 (2017: £3.4m).

The Group recorded a loss after tax of £1m for the year ended 30 June 2017 (2017 loss: £1.7m). Basic earnings per share increased to a loss of 1 pence per share (2017: loss of 2.62 pence per share). Adjusted earnings per share (excluding interest, depreciation, amortisation, impairments and share compensation expense) increased to a loss of 1 pence per share (2017: loss of 2.41 pence per share).

The Group had cash of £1m at 30 June 2018, with no debt (£2.3m of cash with no debt as at 30 June 2017). Argentina cash was £0.6m at 30 June 2017 (2017: £0.8m).

Financial Perfomance

Key performance indicators ("KPI's")

Gross profit as a percentage of revenue is a measure of our profitability. Gross profit was £1.2m for the year ended on 30 June 2018. The KPIs used by the Group are Trading EBITDA**, variance in revenue and gross profit. Management review these on a regular basis, largely by reference to budgets and reforecasts. Trading EBITDA was a loss of £1.2m for the year ended on 30 June 2018, and it was a loss of £1.5m for the year ended in 30 June 2017.

Earnings before tax, interest, amortisation, depreciation, share compensation expense and impairment of assets (Trading EBITDA) measured exactly as stated. All tax, interest, amortisation, depreciation, share compensation expense and impairment of assets entries in the consolidated income statement are added back to profit after tax in calculating this measure.

Growth in revenue is a measure of how the Group is building its business. The Company's goal is to achieve year-on-year growth. Although revenue decreased 46.5% during the year, like-for-like revenue on a constant currency basis decreased by 36%.

Gross profit as a percentage of revenue is a measure of our profitability. Gross profit margin was 38.7% for the year ended in June 2018, an increase of 8% (2017: 30.8%).

Strategy

The Group's business model is generating revenues though relationships with mobile operators and content aggregators and retailing directly to the consumer. Mobile Streams has developed expertise in selling content to consumers in developing markets.

Mobile Streams has focused on three main objectives in its recent business trading: expansion into India; stabilisation of our Latin American business primarily in Argentina; and seeking to minimise net cash outflow. Generally, we have sought to invest the gross profits from our Argentine operations into developing the India business whilst seeking to maintain cash balances around the current levels. Argentina revenues in the last financial year were impacted by the slowdown in the mobile subscription business in the local market. Cash balances have fallen due to the negative EBITDA produced in the year.

In India, we formed Mobile Streams India Private Limited in October 2015 to enable Mobile Streams to sign agreements with Indian mobile network operators (MNOs), device manufacturers (OEM) and other third parties. As per the strategy in Latin America, the focus is very much on the recurrent revenue generating subscription service in India, with daily and weekly packages both being trialled. Our Mobilegaming.com service was launched in February 2016 with the top three Indian mobile operators with marketing campaigns coordinated by the same team responsible for the success we have had in the Latin America region over the past several years. Active subscribers are measured as consumers who have made a purchase from the Company in the country in the past 60 days. For like-for-like comparability, this is the same methodology the Group uses to measure subscribers in its other markets such as Argentina.

Share Issue

In April 2018 the Group issued 9,159,000 shares at a value of £0.0115 per share, raising £105,328. The Group's source of capital is the parent company's equity shares. The funds obtained are dedicated to fund the expansion of the India subsidiary through the increase of the marketing initiatives. The Group has not raised debt financing in the past and expects not to do so in the future.

The Company only has one class of share. The total number of shares in issue as at 30 June 2018 is 100,752,533 (30 June 2017: 91,593,533) with a par value of £0.002 per share. All issued shares are fully paid.

The Directors have prepared a cash flow forecast which indicates that general working capital requirement are likely to require a further funding round within the next 12 months. The success of the previous equity funding rounds and access to other sources of capital supports the Director's reasonable expectation that Mobile Streams will have sufficient resources to continue in operational existence throughout this period.

Principal risks and uncertainties

The nature of the Group's business and strategy makes it subject to a number of risks.

The Directors have set out below the principal risks facing the business.

Contracts with Mobile Network Operators (MNOs)

While Mobile Streams maintains relationships with numerous MNOs in the various territories, a small number of operators account for a high portion of the Group's business.

Contracts with rights holders

The majority of content provided by Mobile Streams is licensed from rights holders. While Mobile Streams is not dependent on any single rights holder for its entertainment content, termination, non-renewal or significant renegotiation of a contract could result in lower revenue.

The Group continues to enter into new content licensing arrangements to mitigate these risks.

Competition

Competition from alternative providers could adversely affect operating results through either price pressures, or lost custom. Products and pricing of competitors are continuously monitored to ensure the Group is able to react quickly to changes in the market.

Fluctuations in currency exchange rates

Approximately 99% of the Group's revenue relates to operations outside the UK. The Group is therefore exposed to foreign currency fluctuations and the financial condition of the Group may be adversely impacted by foreign currency fluctuations. See note 24 on page 46 "Foreign currency risk".

The Group has operations in Europe, Asia Pacific, North America and Latin America and recently in India. As a result, it faces both translation and transaction currency risks.

Currency exposure is not currently hedged, though the Board continuously reviews its foreign currency risk exposure and potential means of combating this risk.

The Argentinean economy is considered to be in hyperinflation since 1 July 2018 according IFRS guidelines. Argentina will apply the inflation adjustment to the non-monetary items since 1 July 2018. The impact of the hyperinflationary accounting is yet to be assessed. The impact will first be reported in the 2019 interim financial statements.

Dependencies on key executives and personnel

The success of the business is substantially dependent on the Executive Directors and senior management team.

The Group has incentivised all key and senior personnel with share options and has taken out a Key Man insurance policy on its Chief Executive Officer, Simon Buckingham.

Intellectual property rights

The protracted and costly nature of litigation may make it difficult to take a swift or decisive action to prevent infringement of the Group's intellectual property rights.

Although the Directors believe that the Group's content and technology platform and other intellectual property rights do not infringe the IP rights of others, third-parties may assert claims of infringement which could be expensive to defend or settle. The Group holds suitable insurance to reduce the risk and extent of financial loss.

Technology risk

A significant portion of the future revenues are dependent on the Group's technology platforms. Instability or interruption of availability for an extended period could have an adverse impact on the Group's financial position.

Mobile Streams has invested in resilient hardware architecture and continues to maintain software control processes to minimise this risk.

Management controls and reporting procedures and execution

The ability of the Group to implement its strategy in a competitive market requires effective planning and management control systems. The Group's future growth will depend upon its ability to expand whilst improving exposure to operational, financial and management risk.

Going concern risk

The financial statements have been prepared on a going concern basis. The Directors acknowledge that uncertainty exists over the ability of the Group to meet its funding requirements having incurred a net loss for the year of £1m.

The Group uses annual budgeting, forecasting and regular performance reviews to assess the longer term profitability of the Group and make strategic and commercial changes as required ensuring cash resources are maintained. Although there was a significant fall in revenues and a loss for the year ending 30 June 2018, the Group actively manages its use of cash, particularly marketing and other expenditure. As part of this active management, the Group initiated the closure of offices in Singapore, Hong Kong and Australia during the year.

The Directors have prepared a cash flow forecast which indicates that general working capital requirement are likely to require a further funding round within the next 12 months. The success of the previous equity funding rounds and access to other sources of capital supports the Director's reasonable expectation that Mobile Streams will have sufficient resources to continue in operational existence throughout this period.

It is noted that if additional funding is not available then the Group and Company would be unlikely to be able to continue as a going concern. These circumstances indicate the existence of a material uncertainty related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

If for any reason the Group is unable to continue as a going concern, it could have an impact on the Group's ability to realise assets at their recognised values, and to extinguish liabilities in the normal course of business at the amounts stated in the consolidated financial statements. The Group has fully amortised goodwill and other intangible assets.

In the past financial year in India, the focus has been very much on growing the active paying weekly subscriber base on our download and online games services. The marketing team responsible for the success we have had in Latin America have had to be very flexible with their investment strategy over the period as the mobile market in India is ever evolving.

A principal responsibility of management is to manage liquidity risk, as detailed in note 24 to the financial statements. The Group uses annual budgeting, forecasting and regular performance reviews to assess the longer term profitability of the Group and make strategic and commercial changes as required ensuring cash resources are maintained.

Financial risk management objectives and policies

The Group uses various financial instruments. These include cash and various items, such as trade receivables and trade payables that arise directly from its operations. The numerical disclosures relating to these policies are set out in the notes to the financial statements.

The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below. The Group does not currently use derivative products to manage foreign currency or interest rate risks.

The main risks arising from the Group's financial instruments are market risk, currency risk, liquidity risk and credit risk. The Directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous periods.

Market risk

Market risk encompasses three types of risk, being currency risk, fair value interest rate risk and price risk. In this review interest rate and price risk have been ignored as they are not considered material risks to the business.

Liquidity risk

The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

The Group currently has no borrowing arrangements in place and prepares cash flow forecasts which are reviewed at Board meetings to monitor liquidity.

Credit risk

The Group's principal financial assets are bank deposits, cash and trade receivables. The credit risk associated with the bank deposits and cash is limited as the counterparties have high credit ratings assigned by international credit-rating agencies. The principal credit risk arises therefore from the Group's trade receivables. Most of the Group's trade receivables are large mobile network operators or media groups. Whilst historically credit risk has been low management continuously monitors its financial assets and performs credit checks on prospective partners.

The Argentina Division delivered a decreased revenue performance according to the projections. The division represented 76.7% of the revenues of the Group.

Argentina revenue decreased 37% in Argentine Pesos terms; from AR$92 Million to AR$58 Million; but the reported British Pound figures shows a 50% decrease in revenue; from £4.6m to £2.3m.

Future developments

Looking ahead to the remainder of 2018 and beyond, our primary objectives are to secure mobile billing with the leading seven or eight mobile operators in India, progressively increase marketing spend to grow the subscriber base, enhance our content and service offer by partnering with local Indian companies and launching our browser based (utilising HTML5) games service to become the leading destination for games in India. Mobile Streams has recently gone live with a fourth carrier billing connection in India, extending our addressable audience to around 700 million potential mobile users. The Indian mobile market is growing rapidly, the entrance of Reliance Jio 4G network into the market this year and the upcoming spectrum auction means the primary obstacle of poor data connectivity is being addressed.

The Group sees potential for browser based gaming in both Latin America and India. This HTML5 content works well across all devices including Android, Apple, Tizen and Windows Phone. Devices in emerging markets often have limited memory capable to store downloadable applications so browser based gaming is attractive in the region. Browser based content is not available from Google Play and the App Store, providing differentiation from these competing offerings.

Potential impact of Brexit

The outcome of the UK's vote to leave the European Union and trigger article 50 is unlikely to materially impact the Group at an operational level with almost all of the Group's revenues derived from customers based outside of the EU.

The Strategic Report, encompassing pages 4 to 10, was approved by the Board and signed on its behalf by:

E Benasso

Chief Financial Officer

8 November 2018

MOBILE STREAMS PLC 

Annual report for the year ended 30 June 2018

DIRECTOR'S REPORT

Items dealt with in the Strategic report

• Business review

• Principal risks and uncertainties

• Future developments

The principal activity of the Group is the sale of content for distribution on mobile devices. The Company is registered in England and Wales under company number 03696108.

Results and dividends

The trading results and the Group's financial position for the year ended 30 June 2018 are shown in the attached financial statements, and are discussed further in the Strategic Report.

The Directors have not proposed a dividend for this year (2017: £nil).

Directors and their interests

The present membership of the Directors of the Company (the "Board" or the "Directors"), together with their beneficial interests in the ordinary shares of the Group, is set out below. All Directors served on the Board throughout the year, except for J Bill who was appointed on 1 January 2018 and R Parry and T Maunder who resigned on 31 December 2017.

Options

The table below summarises the exercise terms of the various options over ordinary shares of £0.002 (year ended 30 June 2017: £0.002) which have been granted and were still outstanding at 30 June 2018.

The remuneration of the Directors for the year amounted to £ 325,000 (2017: £ 363,000). The remuneration of the highest paid Director was £ 229,000 (2017: £ 242,000).

The remuneration of each of the Directors for the period ended 30 June 2018 is set out below:

Benefits comprise medical health insurance.

Going Concern

The financial statements have been prepared on a going concern basis. The Directors acknowledge that uncertainty exists over the ability of the Group to meet its funding requirements having incurred a net loss for the year of £1m.

The Group uses annual budgeting, forecasting and regular performance reviews to assess the longer term profitability of the Group and make strategic and commercial changes as required ensuring cash resources are maintained. Although there was a significant fall in revenues and a loss for the year ending 30 June 2018, the Group actively manages its use of cash, particularly marketing and other expenditure. As part of this active management, the Group initiated the closure of offices in Singapore, Hong Kong and Australia.

The Directors have prepared a cash flow forecast which indicates that general working capital requirement are likely to require a further funding round within the next 12 months. The success of the previous equity funding rounds and access to other sources of capital supports the Director's reasonable expectation that Mobile Streams will have sufficient resources to continue in operational existence throughout this period.

It is noted that if additional funding is not available then the Group and Company would be unlikely to be able to continue as a going concern. These circumstances indicate the existence of a material uncertainty related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

Director's responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Director's Report and the Financial Statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws) including FRS 101 Reduced disclosure Framework, and the consolidated accounts in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing these financial Statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently,

· make judgements and estimates that are reasonable and prudent,

· state whether applicable UK Accounting Standards and lFRSs have been followed, subject to any

material departures disclosed and explained in the financial statements, and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements, and the Directors' Remuneration report comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors confirm that

· So far as each Director is aware, there is no relevant audit information of which the Group's auditor is unaware, and

· The Directors have taken all steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

This confirmation is given pursuant to section 418 of the Companies Act 2006 and should be interpreted in accordance with and subject to those provisions.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Auditor

Grant Thornton UK LLP has indicated their willingness to continue in office.

On behalf of the Board

E Benasso

Chief Financial Officer

8 November 2018

MOBILE STREAMS PLCAnnual report for the year ended 30 June 2018

REPORT OF THE INDEPENDENT AUDITOR TO THE MEMBERS OF MOBILE STREAMS PLC

Independent auditor's report to the members of Mobile Streams PLC

Opinion

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the group financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to the group accounting policies on page 19 in the financial statements, which states that uncertainty remains over the ability of the Group to meet its funding requirements, having incurred a net loss for the year of £1,015,000. This condition, along with the other matters as set forth on page 19, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Who we are reporting to

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the group financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matter to be communicated in our report.

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our audit work and in evaluating the results of that work.

We determined materiality for the audit of the group financial statements as a whole to be £61,000, which is 2% of the Group's revenue. This benchmark is considered the most appropriate because it is a key performance indicator for the users of the group financial statements.

Materiality for the current year is higher than the level that we determined for the year ended 30 June 2017 because we increased the percentage of Group revenue used to determine materiality from 1% to 2%.

We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 75% of financial statement materiality for the audit of the group financial statements.

We also determine a lower level of specific materiality for directors' remuneration and related party transactions.

We determined the threshold at which we will communicate misstatements to the audit committee to be £3,050. In addition, we will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.

An overview of the scope of our audit

Our audit approach was a risk-based approach founded on a thorough understanding of the group's business, its environment and risk profile and in particular included:

· evaluation by the group audit team of identified components to assess the significance of that component and to determine the planned audit response based on a measure of materiality. For example, significance as a percentage of the group's total assets, revenues and profit before taxation or significance based on qualitative factors;

· the three significant components identified were Mobile Streams Plc (the parent company), Mobile Streams de Argentina SRL and Mobile Streams India and were subject to full scope audit procedures. A combination of either targeted procedures or analytical procedures were performed on all other components; and

· performing substantive procedures on significant transactions which included journal entries, individual material balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment and our evaluation of the design and implementation of controls around significant risk areas.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the group financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the group financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the group financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Matters on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Responsibilities of directors for the group financial statements

As explained more fully in the directors' responsibilities statement set out on page 13, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of group financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group financial statements, the directors are responsible for assessing the

group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the group financial statements

Our objectives are to obtain reasonable assurance about whether the group financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these group financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matter

We have reported separately on the parent company financial statements of Mobile Streams Plc for the year ended 30 June 2018. That report includes details of the parent company key audit matters; how we applied the concept of materiality in planning and performing our audit; and an overview of the scope of our audit. That report also includes a statement on a material uncertainty related to going concern.

Sergio Cardoso

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

London

8 November 2018

MOBILE STREAMS PLC

Annual report for the year ended 30 June 2018

GROUP ACCOUNTING POLICIES

Summary of significant accounting policies

Basis of preparation

The Group financial statements consolidate those of the parent company and all of its subsidiary undertakings drawn up to 30 June 2018. They have been prepared in accordance with applicable International Financial Reporting Standards as adopted by the EU and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. All references to IFRS in these statements refer to IFRS as adopted by the EU.

The historical cost convention has been applied as set out in the accounting policies.

Consolidation

Subsidiaries are all entities over which the Group has the power to govern the operating and financial policies generally accompanying a shareholding of more than half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control is lost.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated in full. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Subsidiaries' accounting policies have been changed where necessary to ensure consistency with the policies adopted by the Group.

The separate financial statements and related notes of the Company are presented on pages 55-62, which are prepared in accordance with FRS 101.

Foreign currency translation

(a) Presentational currency

The consolidated and parent company financial statements are presented in British pounds. The functional currency of the parent entity is also British pounds.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date the transaction occurs. Any exchange gains or losses resulting from these transactions and the translation of monetary assets and liabilities at the consolidated statement of financial position date are recognised in the consolidated income statement, except to the extent that a monetary asset or liability represents a net investment in a subsidiary when exchange differences arising on translation are recognised in equity within the translation reserve. Amount due from or to subsidiaries are treated as part of net investment in the subsidiary when settlement is neither planned nor likely to occur in the foreseeable future.

Foreign currency balances are translated at the year-end using exchange rate prevailing at the year-end.

(c) Group companies

The financial results and position of all group entities that have a functional currency different from the presentation currency of the Group are translated into the presentation currency as follows:

i assets and liabilities for each consolidated statement of financial position are translated at the closing exchange rate at the date of the consolidated statement of financial position.

ii income and expenses for each consolidated income statement are translated at average exchange rates (unless it is not a reasonable approximation to the exchange rate at the date of transaction).

iii all resulting exchange differences are recognised as a separate component of equity (cumulative translation reserve).

Property, plant and equipment

All property, plant and equipment (PPE) is stated at cost, less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the purchase of the items.

Depreciation is calculated to write off the cost of property, plant and equipment less estimated residual value on a straight line basis over its estimated useful life. The following rates and methods have been applied:

Each asset's residual value and useful life is reviewed, and adjusted if required, at each consolidated statement of financial position date. The carrying amount of an asset is written down immediately to its recoverable amount if the carrying amount is greater than its estimated recoverable amount.

Gains/losses on disposal of assets are determined by comparing proceeds received to the carrying amount. Any gain/loss is recognised in the consolidated income statement.

Going Concern

The financial statements have been prepared on a going concern basis. The Directors acknowledge that uncertainty exists over the ability of the Group to meet its funding requirements having incurred a net loss for the year of £1m.

The Group uses annual budgeting, forecasting and regular performance reviews to assess the longer term profitability of the Group and make strategic and commercial changes as required ensuring cash resources are maintained. Although there was a significant fall in revenues and a loss for the year ending 30 June 2018, the Group actively manages its use of cash, particularly marketing and other expenditure. As part of this active management, the Group initiated the closure of offices in Singapore, Hong Kong and Australia during the year.

The Directors have prepared a cash flow forecast which indicates that general working capital requirement are likely to require a further funding round within the next 12 months. The success of the previous equity funding rounds and access to other sources of capital supports the Director's reasonable expectation that Mobile Streams will have sufficient resources to continue in operational existence throughout this period.

It is noted that if additional funding is not available then the Group and Company would be unlikely to be able to continue as a going concern. These circumstances indicate the existence of a material uncertainty related to events or conditions that may cast significant doubt on the entity's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

Standards and Amendments to existing standards effective 1 July 2017

There are no IFRS or IFRIC interpretations that are effective for the financial year beginning on or after 1 July 2017 that have had a material impact on the group.

New standards effective for accounting periods commencing on 1 July 2017 are:

Standards, interpretations and amendments to published standards that are not yet effective and have not been adopted early by the Group

A number of the new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2017, and have not been applied in preparing these consolidated financial statements. Those which are/may be relevant to the Group and expected to have significant effect on the consolidated financial statements of the Group are set out below The Group is yet to assess the full impact of these changes.

• IFRS 9 Financial Instruments addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments The standard is effective for accounting periods beginning on or after 1 January 2018 Early adoption is permitted subject to EU endorsement.

• IFRS 15 Revenue from contracts with customers deals with revenue recognition and establishes principles for reporting useful information to users of financial statements. The standard replaces IAS 18 Revenue and 1AS 11 Construction contracts and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2018 and earlier application is permitted subject to EU endorsement.

The impact that IFRS 15 will have on the financial statements has begun but is yet to be completed and fully quantified. The Group has different contractual arrangements with each of its clients which will require detailed review in order to assess the changes the Group will need to make to its revenue recognition policies once the standard is implemented.

• IFRS 2 Share-based payments ("SBP") provides clarification concerning the treatment of vesting and non-vesting conditions. It also clarifies the treatment when tax laws oblige an entity to withhold an amount for an employee's tax obligation associated with a SBP and to transfer that amount to the tax authority on the employee's behalf. Finally the amendment provides further guidance on accounting for modifications of options. The standard is effective for accounting periods beginning on or after 1 January 2018.

The Directors do not expect that the adoption of the Standards and amendments listed above will have a material impact on the financial statements of the Group in the future periods.

Intangible assets

(a) Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of net identifiable assets of the acquired entity at the date of acquisition. This goodwill for subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units for impairment testing. 

(b) Assets acquired through business combinations

These consist of customer relationships, technology based assets and non-compete agreements acquired through business combinations. To meet this definition, the intangibles must be identifiable either by being separable, or by arising from contractual or other legal rights. Intangibles acquired through business combinations are recognised at fair value. Where a reliable estimate of useful life of the intangible can be obtained, the intangible asset is to be amortised using the straight line basis, over the useful life. Where there is an indication of impairment of intangibles, the intangible will be tested for impairment. The estimated useful lives of these assets are:

 (c) Media content and Media platform development

Media content and Media platform development represent intangible assets that have been acquired from third parties and also that are internally generated, including capitalised direct staff costs. Content and platform expenditure is charged against income in the year in which it is incurred unless it meets the recognition criteria of IAS 38 Intangible Assets. To meet the criteria of an intangible asset the Group must demonstrate the following criteria:

- the technical feasibility of completing the asset so that it will be available for use,

- its intention to complete the intangible (or sell it),

- its ability to use or sell the intangible,

- that the intangible will generate future economic benefit,

- that adequate resources are available to complete the intangible, and

- the expenditure can be reliably measured.

Intangible assets, if capitalised, are amortised on a straight-line basis over the period of the expected benefit. Amortisation commences when the asset is ready for use.

(d) Appitalism

Appitalism development represents intangible assets that have been internally generated, including capitalised direct staff costs. To meet the intangible asset criteria the group must demonstrate the technical feasibility of completing the asset so that it will be available for use, its intention to complete the intangible (or sell it), its ability to use or sell the intangible, that the intangible will generate future economic benefit, adequate resources to complete the intangible and the expenditure can be reliably measured. Intangible assets, if capitalised, are amortised on a straight line basis, and reviewed annually for indicators of impairment.

(e) Software

Software represents assets that have been acquired from third parties. To meet the criteria for recognition the intangible asset must be both identifiable and either separable, or arise from contractual or other legal rights. Intangible assets acquired from third parties are stated at cost less accumulated amortisation and impairment losses. Where a reliable estimate of useful life of the intangible can be obtained, the intangible asset is to be amortised using the straight line basis, over the useful life. Where there is an indication of impairment of intangible assets with a definite life, the intangible will be tested for impairment. The estimated useful life of acquired software is 2 years.

Amortisation is included in "Administrative expenses" in the consolidated income statement.

Impairment of assets

Assets that have an indefinite useful life, such as goodwill, are not subject to amortisation, but are instead tested annually for impairment and also tested whenever an event or change in situation indicates that the carrying amount may not be recoverable. Assets that are subject to amortisation are also tested for impairment whenever an event or change in situation indicates that the carrying amount may not be recoverable. An impairment loss is recognised in the consolidated income statement as the amount by which the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is determined by the higher of the fair value of an asset less costs to sell and the value in use. In order to assess impairment, assets are grouped at the lowest levels for which separate cash flows can be identified (cash generating units).

Impairment charges are included in the "Administrative expenses" in the consolidated income statement.

Taxation

Current tax is the tax currently payable based on taxable profit for the year.

Deferred income tax is provided, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.

Deferred income tax is determined using tax rates known by the consolidated statement of financial position date and that are expected to apply when the deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax liabilities are provided in full. There is no discounting of assets or liabilities.

Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the consolidated income statement, except where they relate to items that are charged or credited directly to equity or other comprehensive income, in which case the related deferred tax is also charged or credited directly to equity or other comprehensive income.

Provisions

Provisions, including those for legal claims, are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount can be reliably estimated.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the consolidated statement of financial position date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

Financial Assets

a) Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits held with financial institutions and other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

b) Trade and other receivables

Trade receivables are included in trade and other receivables in the consolidated statement of financial position. Trade receivables are recognised initially at fair value and later measured at amortised cost using the effective interest method, less any provision for impairment. An impairment provision for trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the terms of the receivables. The provision is calculated as the difference between the receivable's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the consolidated income statement. Subsequent recoveries of amounts previously written off are credited in the consolidated income statement.

Financial Liabilities

Financial liabilities are obligations to pay cash or deliver other financial assets and are recognised when the Group becomes a party to the contractual provisions of the instrument. All financial liabilities are recorded initially at fair value, net of direct issue costs.

A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expires.

The Group's financial liabilities consist of trade and other payables, which are measured subsequent to initial recognition at amortised cost using the effective interest rate method. 

All interest-related charges are reported in the consolidated income statement as finance costs.

Revenue recognition

As at 30 June 2018, the Group was organised into four geographical segments: Europe, North America, Latin America, and Asia Pacific. Revenues are from external customers only and are generated from three principal business activities: the sale of mobile content through Mobile Operator Services (Mobile Operator Sales), the sale of mobile content over the internet (Mobile Internet Sales) and the provision of consulting and technical services (Other Service Fees).

Revenue includes the fair value of sale of goods and services, net of value added tax, rebates and discounts and after eliminating intercompany sales within the Group. Revenue is recognised as follows:

a) Mobile Operator Sales & Mobile Internet Sales

Revenue from the sale of goods is recognised when a Group entity has delivered media content to the end consumer, who has accepted the product and collectability of the related receivable is reasonably assured from the customer.

b) Other Service Fees

Revenue is recognised in the accounting period in which the services are rendered, by reference to the stage of completion of the specific transaction, on the basis of the actual service provided as a proportion of the total services to be provided.

c) Interest Income

Interest receivable is recognised in the consolidated income statement using the effective interest method. If the collection of interest is considered doubtful, it is deferred and excluded from interest income in the consolidated income statement.

d) Deferred Income

Revenue that has been collected from customers but where the above conditions are not met is recorded in the Consolidated Statement of Financial Position under accruals and deferred income and released to the Consolidated income statement when the conditions are met.

Share based payments

Employees (including Directors) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity-settled transactions').

The Group has applied the requirements of IFRS 2 Share-based Payments to all grants of equity instruments.

The cost of equity settled transactions with employees is measured by reference to the fair value at the grant date of the equity instruments granted. The fair value is determined by using the Black-Scholes model.

The cost of equity-settled transactions is recognised in the consolidated income statement, together with a corresponding increase in retained earnings, over the periods in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('vesting date'). At each consolidated statement of financial position date before vesting the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest. Market conditions are taken into account in determining the fair value of the options granted, at grant date, and are subsequently not adjusted for. The movement in cumulative expense since the previous consolidated statement of financial position date is recognised in the consolidated income statement, with a corresponding entry in equity.

No expense or increase in equity is recognised for awards that do not ultimately vest. Awards where vesting is conditional upon a market condition are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are charged to the share premium account.

Leased assets

In accordance with IAS 17, all the Group's leases are determined to be operating leases and the payments made under them are charged to the consolidated income statement on a straight line basis over the lease term. Lease incentives are spread over the term of the lease.

Operating leases are leases in which the risks and rewards of ownership are not transferred to the lessee.

a) Called up share capital

Called up share capital represents the aggregate nominal value of ordinary shares in issue.

b) Share premium

The share premium account represents the incremental paid up capital above the nominal value of ordinary shares issued.

c) Translation Reserve

The translation reserve represents the cumulative translation adjustments on translation of foreign operations.

CONSOLIDATED INCOME sTATEMENT

Consolidated STATEMENT OF COMPREHENSIVE INCOME

Consolidated STATEMENT OF FINANCIAL POSITION

The notes on pages 31 to 49 form part of these financial statements.

The financial statements were approved by the Board of Directors on 8 November 2018 and are signed on its behalf by:

E Benasso

Chief Financial Officer

Consolidated STATEMENT OF CHANGES IN EQUITY

MOBILE STREAMS PLC

Financial Statements for the 18 month ended 30 June 2011

Notes to the consolidated financial statements (CONTINUED)

consolidated CASH FLOW statement

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. General information

Mobile Streams Plc (the Company) and its subsidiaries (together 'the Group') sell digital content, primarily for distribution on wireless devices. The Group has subsidiaries in Europe, Asia, North America and Latin America. The Group has made various strategic acquisitions to build its market share in these regions.

The Company is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is 14 Cleveland Grove, Newbury, Berkshire, RG14 1XF

The Company is listed on the London Stock Exchange's Alternative Investment Market.

These consolidated financial statements have been approved for issue by the Board of Directors on 8 November 2018.

2. Critical accounting estimates and judgements

Estimates and judgements are evaluated on a regular basis and are based on historical experience and other factors, such as expectations of future events that are believed to be reasonable under the circumstances.

2.1 Critical accounting estimates, judgements and assumptions

The Group makes estimates and assumptions concerning the future. These estimates, by definition, will rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimates

 (a) Accrued revenue and accrued content costs

Estimation is required by management to determine the value of accrued revenue and accrued content cost liability which is based on the content delivery to its customers. Due to the timing of confirmation of delivery of content to its customers from the service providers, management estimation is applied to determine the level of accrued revenue and accrued content liability to be recognised within the financial statements until confirmation is received.

Judgement

(b) Income taxes

The Group is subject to income taxes in various jurisdictions. Judgement is required in determining the worldwide provision for income taxes. There are many transactions/calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome is different to what is initially recorded, such differences will impact the income tax and deferred tax provisions. 

(c) Deferred taxation

Judgement is required by management in determining whether the Group should recognise a deferred tax asset. Management consider whether there is sufficient certainty its tax losses available to carry forward will ultimately be offset against future earnings, this judgement impacts on the degree to which deferred tax assets are recognised. The deferred tax credit is produced by the Argentina subsidiary, which has been profitable and paid income tax return along the years.

3. Services provided by the group's auditor and network firms

4. Operating loss

5. Finance income

6. Finance EXPENSE

7. Directors' and Officers' remuneration

The Directors are regarded as the key management personnel of Mobile Streams Plc.

Charges in relation to remuneration received by key management personnel for services in all capacities during the year ended 30 June 2018 are as follows:

8. Directors and employees

Staff costs including Directors during the year were as follows:

The average number of employees during the year to 30 June 2018 was as follows:

9. LOSS PER SHAREBasic loss per share is calculated by dividing the loss or profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the period. The options this year are not-dilutive as loss-making.

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out overleaf.

For year ended 30 June 2018, 4m (2017: 4m) potential ordinary shares has been excluded from the calculations of earnings per share as they are anti-dilutive.

The adjusted EPS has been calculated to reflect the underlying profitability of the business by excluding non-cash charges for depreciation, amortisation, impairments and share compensation charges.

10. income tax expense

The tax charge is based on the profit before tax for the year and represents:

11. DIVIDENDS

No dividends were paid or proposed during the current year or prior year.

12. PROPERTY, PLANT AND EQUIPMENT

13. Goodwill AND INTANGIBLE ASSETS

The Group impaired in full the remaining value of goodwill attributable to Mobile Streams (Hong Kong) Limited and its subsidiaries in Singapore and Australia which make up the Asia Pacific operating segment at June 2014.

Other intangible assets

Mobile Streams' other intangible assets comprised acquired customer relationships, technology based assets and non-compete agreements. These assets are fully amortised.

14. Trade and other receivables

The carrying value of receivables is considered a reasonable approximation of fair value.

In addition, some of the unimpaired trade receivables are past due as at the reporting date. The age profile of trade receivables is as follows:

Provision for doubtful debts reconciliation

Trade and other receivables that are not impaired are considered to be collectible within the Group's payment terms, negotiated with each customer.

15. Cash and cash equivalents

Cash and cash equivalents include the following components:

£520k (2017: £574k) is held in Government bonds that can be liquidated within 3 months. This is included in the Argentina cash balance.

16. Trade and other payables

All amounts are current. The carrying values are considered to be a reasonable approximation of fair value.

17. Deferred TAX ASSETS AND liabilities

The majority of the deferred tax asset credit was produced from unpaid intercompany balances in Argentina. This temporary difference is expected to be reversed once the balances are repaid. No deferred tax asset has been recognised in respect of surplus tax losses available for carry forward due to uncertainty over the timing of future taxable profits.

18. SHARE CAPITAL

The Company only has one class of share. The total number of shares in issue as at 30 June 2018 is 100,752,533 (30 June 2017: 91,593,533) with a par value of £0.002 per share. All issued shares are fully paid.

The Group's main source of capital is the parent company's equity shares. The policy which is met by the Group is to retain sufficient authorised share capital so as to be able to issue further shares to fund acquisitions, settle share based transactions and raise new funds. Share based payments relate to employee share options schemes. The schemes have restrictions on headroom so as not to dilute the value of issued shares of the Company. The Group has not raised debt financing in the past and expects not to do so in the future.

Allotted, called up and fully paid

Other Reserves

Share Premium Account

The balance in the share premium account represents the proceeds received above the nominal value on the issue of the Company's equity share capital.

Translation Reserve

The Translation reserve contains the exchange differences arising on translating foreign operations.

19. Share based payments

The Group operates three share option incentive plans - an Enterprise Management Incentive Scheme, a Global Share Option Plan and an ISO Sub Plan - in order to attract and retain key staff. The remuneration committee can grant options over shares in the Company to employees of the Group. Options are granted with a fixed exercise price equal to the market price of the shares under option at the date of grant and are equity settled, the contractual life of an option is 10 years. Exercise of an option is subject to continued employment. Options are valued at date of grant using the Black-Scholes option pricing model.

The volatility of the Company's share price on the date of grant was calculated as the average of volatilities of share prices of companies in the Peer Group on the corresponding date. The volatility of share price of each company in the Peer Group was calculated as the average of annualised standard deviations of daily continuously compounded returns on the Company's stock, calculated over 1, 2, 3, 4 and 5 years back from the date of grant, where applicable. The risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the life of the option. The expected life of an employee share option is 5 years.

The calculation model includes these variables:

Expected volatility: 86.7%

Expected dividends: 0 (Nil)

Risk free interest rate: 1.99%

Share options in issue at the year-end under the various schemes are:

1. Personal to the Option Holder and are not transferable, or assignable.

2. Shall not be exercisable on or after the tenth anniversary of the grant date.

3. Subject to the rules of the Plans, the Options shall Vest as follows - Options vest at 33.3% per year:

l 33.3% vest on the First Anniversary of the grant of option;

l A second 33.3% vest on the Second Anniversary of the grant of option; and

l The last 33.33% vest on the Third Anniversary of the grant of option.

No share options were exercised during the year ended on 30 June 2018. (2017: Nil).

The total charge for the year relating to employee share based payment plans was £5k (2017: £118k), all of which related to equity-settled share based payment transactions.

20. OPERATING LEASES

The Group operating leases for land and buildings were cancelled before the end of the year.

Lease payments recognised as an expense during the period amount to £47k (2017: £108k).

21. Segment reporting

As at 30 June 2018, the Group was organised into 4 geographical segments: Europe, North America, Latin American, and Asia Pacific. The operating segments are organised, managed and reported to the Chief Operating Decision Maker based on their geographical location. Revenues are from external customers only and generated from three principal business activities: the sale of mobile content through Multi-National Organisation's (Mobile Operator Services), the sale of mobile content over the internet (Mobile Internet Services) and the provision of consulting and technical services (Other Service Fees).

All operations are continuing and all inter-segment transactions are priced and carried out at arm's length.

The segmental results for the year ended 30 June 2018 are as follows: