Azerion publishes Interim Unaudited Q4 and FY 2022 Results
28/02/2023 06:00
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Delivery on 2022 targets with profitable growth outlook
Highlights of Q4 2022
* Delivery of 2022 targets. Full year 2022 Net revenue of EUR 453 million
(guidance of at least EUR 450 million), with Adjusted EBITDA of EUR 52 million
(guidance of at least EUR 50 million), reflecting almost 10% organic growth in
2022.
* Record performance in the Platform segment, driving Q4 2022 Net revenue of
EUR 149 million, up from EUR 126 million in Q4 2021. Adjusted EBITDA of EUR 22
million, up by 14% compared to Q4 2021, reflecting improved platform
efficiencies.
* 2023 outlook of around EUR 560 million Net revenue and at least EUR 75
million Adjusted EBITDA.
* Highest direct sales results across the group, demonstrating the added value
of local teams working hand in hand with clients to successfully advertise to
their audiences.
* Additional integrations with automated platforms such as Amazon DSP and
Google Audience targeting, increasing our revenue from programmatic
advertising.
* Entered high-growth digital audio, enabling audio ad formats across the
platform through the acquisition of Radionomy (Targetspot and Shoutcast).
* Strengthened our position in the Metaverse by creating more partnerships
with brands such as DB Sports and successfully selling out a collection of
1,300 unique rooms in Habbo X.
Selected Financial KPIs
Financial results (EURm) Q4 FY
Azerion Group (1)()) 2022 2021 2022 2021
Net revenue 148.8 126.3 452.6 308.1
Gross profit 53.1 50.4 166.3 120.9
Operating profit / (loss) 8.9 5.4 (129.0) 8.4
Adjusted EBITDA 22.1 19.4 52.1 46.7
Net revenue growth % 17.8% 46.9%
Gross profit margin % 35.7% 39.9% 36.7% 39.2%
Adjusted EBITDA growth % 13.9% 11.6%
Adjusted EBITDA margin % 14.9% 15.4% 11.5% 15.2%
(1)()) Reported figures relate to Azerion Group N.V. following the merger with
Azerion Holding B.V.. See “Background information” for more details
Co-CEO Umut Akpinar said:
“This quarter we continued improving our Platform and expanding our
geographical presence to gain market share and harvest the benefits of scale
in 2023. We focused on helping our clients achieve better results for their
campaigns through differentiated, engaging and innovative ad formats. We
continued integrating our past acquisitions and optimising costs, and expect
to generate annualised savings of over EUR 10 million in 2023. This strong
performance has allowed us to achieve our financial targets for 2022 and gives
us confidence to update our guidance for 2023 and beyond.”
Co-CEO Atilla Aytekin said:
“In 2022 we completed strategic acquisitions and simplified our reporting
structure. Looking ahead, we will focus on growing our Platform capabilities,
whilst balancing our growth with a prudent financial framework. We will remain
actively working on our M&A pipeline and as we target a capital structure that
is more aligned with market practice, we announced the intention to cancel the
majority of our treasury shares. In addition, we will also increase our focus
on deleveraging our balance sheet in 2023. ”
Financial overview
Net revenue
Net revenue for the quarter amounted to EUR 148.8 million, an increase of
17.8%, compared to Q4 2021, due to growth in the Platform segment. Full year
2022 Net revenue was EUR 452.6 million, compared to EUR 308.1 million in
2021.
Earnings
Adjusted EBITDA was EUR 22.1 million for the quarter compared to EUR 19.4
million in Q4 2021, an increase of 13.9%, driven by stronger contributions
from the Platform segment, partially offset by lower Adjusted EBITDA from the
Premium Games segment. Full year 2022 Adjusted EBITDA was EUR 52.1 million,
compared to EUR 46.7 million in 2021.
The operating profit for the quarter amounted to EUR 8.9 million, compared to
a profit of EUR 5.4 million in Q4 2021, reflecting various factors including
increased Net revenue, contributions of acquisitions and reduced operating
expenses.
Cash flow
Cash flow from operating activities in Q4 2022 was an inflow of EUR 20.0
million, Cash flow from investing activities was an outflow of EUR 14.8
million, mainly due to acquisitions. Cash flow from financing activities
totalled an outflow of EUR 3.1 million. Full year 2022 cash flow from
operating activities amounted to EUR 44.9 million, compared to EUR 24.0
million in 2021.
Capex
Azerion capitalizes development costs related to asset development, a core
activity to support innovation in its platform. These costs primarily relate
to developers’ time devoted to the development of games, platforms, and
other new features. In Q4 2022 Azerion capitalized EUR 5.5 million, equivalent
to 18.0% of gross personnel costs, which is broadly in line with previous
quarters.
Financial position and financing
Our net interest-bearing debt(*)()) amounted to EUR 176.1 million as of 31
December 2022, mainly comprising our outstanding bond loan with a nominal
value of EUR 200 million (part of a total EUR 300 million framework) and lease
liabilities with a balance of EUR 19.2 million less the cash and cash
equivalents position of EUR 50.9 million.
Tax positions
Deferred tax assets are recognised for unused tax losses to the extent that it
is probable that taxable profit will be available against which the losses can
be utilised. Management’s assessment is required to determine the amount of
deferred tax assets that can be recognised, based upon the likely timing and
the level of future taxable profits. At the moment of publication of this
preliminary unaudited financial results report, the assessment of current and
deferred tax positions have not been fully finalised and might be revised
ahead of the publication of the Annual Report 2022.
(*)()) As defined in section 1.1 of the Terms & Conditions of the Senior
Secured Callable Fixed Rate Bonds ISIN: SE0015837794. Please also refer to the
Definitions section and the notes of this Interim Report for more
information.
Segment information
Platform
Our Platform segment includes advertising, casual games distribution and
e-Commerce, which are fully integrated through our technology. It generates
Net revenue mainly by displaying digital advertisements in both game and
non-game content, as well as selling and distributing AAA games through our
e-commerce channels. Platform is also integrated with our Premium Games
segment, leveraging inter-segment synergies.
Platform – Selected Financial KPIs
Financial results (EURm) Q4 FY
Platform 2022 2021 2022 2021
Net revenue 124.7 101.4 363.5 234.5
Gross profit 41.0 34.0 121.4 78.0
Operating profit / (loss) 7.4 2.7 (6.5) 2.3
Adjusted EBITDA 17.0 11.5 35.0 26.6
Net revenue growth % 23.0% 55.0%
Gross profit margin % 32.9% 33.5% 33.4% 33.3%
Adjusted EBITDA growth % 47.8% 31.6%
Adjusted EBITDA margin % 13.6% 11.3% 9.6% 11.3%
Platform Net revenue was EUR 124.7 million in Q4 2022, an increase of 23.0%
compared to Q4 2021, mainly due to acquisitions as well as organic growth.
Adjusted EBITDA was EUR 17.0 million in Q4 2022, increasing by 47.8% compared
to Q4 2021, primarily driven by higher Net revenue and increased platform
efficiency.
Results benefited from increased user engagement levels, with users spending
more time playing casual games, as well as enhanced monetisation across the
portfolio. In addition, we have grown our casual games distribution portfolio
during Q4 2022, adding approximately 497 new titles and 493 new publisher
partners.
Advertising - Selected Operational KPIs
Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022
Avg. Digital Ads Sold per Month (bn) 10.9 9.9 9.5 9.6 10.7
Advertising auction platform (bn) 4.5 4.1 4.3 4.3 5.4
Publisher monetisation services (bn) 6.4 5.8 5.2 5.3 5.3
Avg. Gross Revenue per Million Optimised Ad Requests from advertising auction platform (EUR) 12.9 8.6 9.1 11.2 16.7
* The Average number of digital ads sold per month (paid impressions)
decreased to 10.7 billion from 10.9 billion in Q4 2021, reflecting an increase
of the average ad price.
* The Average gross revenue per million processed ad requests was EUR 16.7 in
Q4 2022, compared to EUR EUR 12.9 in Q4 2021, demonstrating our ability to
manage our advertising auction platform efficiently and profitably, even
against the continued challenging macro-economic environment.
Average digital ads sold per month do not include volumes from past
acquisitions that are not yet fully integrated. As of this quarter, the
reported numbers include the following previous acquisitions: advertising
auction platforms Improve Digital, Admoove, Delta Projects and Infinia, as
well as publisher monetisation services Headerlift, Pubgalaxy, Sublime,
Inskin, Strossle, Keymobile, Madvertise and Quantum.
Average gross revenue per million ad requests has been revised to exclude ad
requests that are rejected before entering our advertising auction platform
Improve Digital. As a result this KPI has been renamed as Average gross
revenue per million processed ad requests.
Premium Games
Our Premium Games segment includes social games and metaverse, comprising nine
premium game titles. The segment generates revenue mainly by offering users
the ability to make in-game purchases for extra features and virtual goods to
enhance their gameplay experience. The aim of this segment is to stimulate
social interaction among players and build communities, offering an extended
value proposition to advertisers and generating cross-selling opportunities
with the Platform segment.
Premium Games – Selected Financial KPIs
Financial results (EURm) Q4 FY
Premium Games 2022 2021 2022 2021
Net revenue 24.1 25.0 89.1 73.6
Gross profit 12.1 16.4 44.9 42.8
Operating profit / (loss) 1.8 2.6 2.1 6.0
Adjusted EBITDA 5.1 7.8 17.1 19.8
Net revenue growth % (3.6)% 21.1%
Gross profit margin % 50.2% 65.6% 50.4% 58.2%
Adjusted EBITDA growth % (34.6)% (13.6)%
Adjusted EBITDA margin % 21.2% 31.2% 19.2% 26.9%
Premium Games Net revenue in Q4 2021 benefited from the ongoing commission
related to secondary market sales of the Habbo NFTs launched in September
2021. Excluding this impact, Net revenue of EUR 24.1 million in Q4 2022 was at
a similar level as in Q4 2021.
Adjusted EBITDA was EUR 5.1 million in Q4 2022, a decrease of 34.6% compared
to Q4 2021, reflecting lower Net revenue, absence of NFT trail commission
margin and higher marketing and user acquisition costs.
Premium Games – Selected Operational KPIs
Q4 2021 Q1 202 2 Q2 2022 Q3 2022 Q4 2022
Avg. Time in Game per Day (min) 80 81 80 80 79
Avg. DAUs (thousands) 599 607 569 556 559
Avg. ARPDAU (EUR) 0.42 0.38 0.40 0.42 0.45
* The Average time in game per day from our Premium Games players remained at
a similar level as in Q4 2021.
* The Average daily active users (DAUs) decreased by almost 7% compared to Q4
2021, reflecting a normalisation of Covid-19-induced elevated levels of users.
* The Average revenue per daily active user (ARPDAU) increased by more than 7%
compared to Q4 2021, primarily driven by new features and events that enhanced
theuser gameplay experience.
Other
Reporting segment Other contained in Q4 an operating loss of EUR 0.3 million,
mainly related to De-SPAC expenses (FY 2022: a loss of EUR 124.6 million,
mainly related to De-SPAC related expenses not allocated to the Platform or
Premium Games segments). Those costs impact the reported operating
profit/loss, but are removed from Adjusted EBITDA.
Outlook
Net revenue for 2023 is expected to be around EUR 560 million, with expected
annual growth thereafter of around 15% in the medium term. This outlook does
not include the impact of any material acquisitions or divestments.
Adjusted EBITDA for 2023 is expected to be at least EUR 75 million, with
annual Adjusted EBITDA margin thereafter expected to grow and be in the range
of 14% to 16% in the medium term. The expected improvement in Adjusted EBITDA
margin is expected to be primarily driven by gross profit margin optimisation,
cost efficiencies and overall benefits of scale as the Azerion platform grows.
This outlook does not include the impact of any material acquisitions or
divestments.
Other information
Interest Bearing Debt
Interest Bearing Debt in millions of EUR 31 December 2022 31 December 2021
Total non-current indebtedness 214.3 213.3
Total current indebtedness 12.8 11.5
Total financial indebtedness 227.1 224.8
Deduct Zero interest bearing loans (0.1) (0.7)
Interest Bearing Debt 227.0 224.1
Less: Cash and cash equivalents (50.9) (35.3)
Net Interest Bearing Debt 176.1 188.8
References to the bond terms in the table above refer to the terms as defined
in the senior secured callable fixed rate bond ISIN: SE0015837794
Reconciliation of net income to Adjusted EBITDA
Reconciliation of net income to Adjusted EBITDA In millions of EUR Q4
2022 202
1
Azerion Group Premium Games Platform Other Azerion Group Premium Games Platform
Profit / (loss) for the period 14.3 (4.8)
Income Tax expense (2.3) 1.9
Profit / (loss) before tax 12.0 (2.9)
Net finance costs (3.1) 8.6
Share in profit/(loss) of joint venture - (0.3)
Operating profit / (loss) 8.9 1.8 7.4 (0.3) 5.4 2.6 2.7
Depreciation & Amortization 12.1 3.3 8.7 0.1 6.7 3.4 3.4
EBITDA 21.0 5.1 16.1 (0.2) 12.1 6.0 6.1
De-SPAC related expenses 0.2 - 0.2 - - - -
Other (1.5) 0.0 (1.4) (0.1) 4.1 0.5 3.6
Acquisition expenses 2.0 - 1.7 0.3 3.2 1.3 1.8
Restructuring 0.4 0.0 0.4 0.0 - 0.0 -
Adjusted EBITDA 22.1 5.1 17.0 - 19.4 7.8 11.5
Reconciliation of net income to Adjusted EBITDA In millions of EUR FY
2022 2021
Azerion Group Premium Games Platform Other Azerion Group Premium Games Platform
Profit / (loss) for the period (124.8) (19.9)
Income Tax expense 0.1 2.0
Profit / (loss) before tax (124.7) (17.9)
Net finance costs (4.3) 26.6
Share in profit/(loss) of joint venture (0.3)
Operating profit / (loss) (129.0) 2.1 (6.5) (124.6) 8.4 6.0 2.3
Depreciation & Amortization 38.5 12.1 26.3 0.1 24.8 10.5 14.3
EBITDA (90.5) 14.2 19.8 (124.5) 33.2 16.5 16.6
De-SPAC related expenses 135.4 2.5 9.6 123.3 - - -
Other (0.6) (0.1) (1.5) 1.0 10.3 2.0 8.2
Acquisition expenses 6.0 0.2 5.5 0.3 3.2 1.3 1.8
Restructuring 1.8 0.3 1.6 (0.1) - 0.0 -
Adjusted EBITDA 52.1 17.1 35.0 - 46.7 19.8 26.6
Breakdown of operating expenses In millions of EUR Q4 FY
2022 2021 2022 2021
Personnel costs 24.8 24.2 84.5 55.1
Other expenses 9.2 15.5 52.9 33.3
Operating expenses 34.0 39.7 137.4 88.4
Of which:
Platform 27.4 30.4 94.5 63.2
Premium Games 6.7 9.3 28.3 25.2
Restructuring
As part of the process to accelerate the integration of acquired companies
into Azerion Group N.V. and further realise synergies, we initiated a
restructuring plan in Q1 2023 designed to continue the integration of our
businesses, improving efficiency and focusing our resources on key strategic
opportunities. This program is expected in aggregate to reduce our global
workforce by approximately 9%, for which in aggregate charges of approximately
EUR 2.1 million are expected to be recognised in the first quarter of 2023.
These costs impact the reported operating profit / loss, but are removed from
Adjusted EBITDA.
Background information
Legal merger
As announced on 13 January 2023, to simplify its reporting structure, Azerion
merged the parent company Azerion Group N.V. and Azerion Holding B.V.. As a
result, the interim unaudited results for the fourth quarter and full year
2022 relate only to the surviving entity Azerion Group N.V. In the same way,
Azerion will publish one annual report for the full year 2022.
Condensed consolidated statement of profit or loss and other comprehensive
income
Q4 FY
In millions of EUR 2022 2021 2022 2021
Net revenue 148.8 126.3 452.6 308.1
Costs of services & materials (95.7) (75.9) (286.3) (187.2)
Gross profit 53.1 50.4 166.3 120.9
Personnel costs (24.8) (24.2) (84.5) (55.1)
Depreciation (2.1) 0.9 (7.0) (5.3)
Amortization (9.5) (5.7) (31.0) (17.6)
Impairment of non-current assets (0.5) (1.9) (0.5) (1.9)
Other gains and losses 1.9 1.4 (119.4) 0.7
Other expenses (9.2) (15.5) (52.9) (33.3)
Operating profit / (loss) 8.9 5.4 (129.0) 8.4
Finance income 9.6 0.6 27.7 1.8
Finance costs (6.5) (9.2) (23.4) (28.4)
Net Finance costs 3.1 (8.6) 4.3 (26.6)
Share in profit/(loss) of joint venture - 0.3 - 0.3
Profit / (loss) before tax 12.0 (2.9) (124.7) (17.9)
Income Tax expense 2.3 (1.9) (0.1) (2.0)
Profit / (loss) for the period 14.3 (4.8) (124.8) (19.9)
Attributable to:
Owners of the company 12.9 (4.6) (126.0) (19.6)
Non-controlling interest 1.4 (0.2) 1.2 (0.3)
Profit / (loss) for the period 14.3 (4.8) (124.8) (19.9)
Exchange difference on translation of foreign operations (1.3) (3.4) (2.6) 0.2
Remeasurement of net defined benefit liability - - - -
Total comprehensive income for the period 13.0 (8.2) (127.4) (19.7)
Total comprehensive (loss) / income attributable to:
Owners of the company 13.2 (8.3) (127.2) (19.4)
Non-controlling interest (0.2) 0.1 (0.2) (0.3)
Condensed consolidated statement of financial position
In millions of EUR 31 December 2022 31 December 2021
Assets
Non-current assets 440.5 323.6
Goodwill 183.9 177.3
Intangible assets 186.2 87.6
Property, plant and equipment 20.5 18.5
Non-current financial assets 37.0 35.9
Deferred tax asset 12.9 4.2
Investment in joint ventures - 0.1
Current assets 210.0 140.1
Trade and other receivables (1)()) 157.9 103.5
Current tax assets 1.2 1.3
Cash and cash equivalents 50.9 35.3
Total assets 650.5 463.7
Equity
Shareholders’ equity 84.0 (8.6)
Non-controlling interest 2.4 1.7
Total equity 86.4 (6.9)
Liabilities
Non-current liabilities 267.9 260.1
Borrowings 200.0 199.0
Lease liabilities 14.3 14.3
Provisions 0.6 0.4
Employee benefits 1.0 1.0
Deferred tax liability 41.6 29.8
Other non-current liability 10.4 15.6
Current liabilities 296.2 210.5
Borrowings 7.9 6.8
Lease liabilities 4.9 4.7
Provisions 0.9 1.0
Trade and other payables (1)()) 223.9 141.5
Other current liabilities 50.1 53.5
Current tax liabilities 8.5 3.0
Total liabilities 564.1 470.6
Total equity and liabilities 650.5 463.7
(1)()) Contract assets and Contract liabilities have been reclassified to
Trade and other receivables and Trade and other payables to reflect the
appropriate accounting treatment
Condensed consolidated statement of cash flow
Q4 FY
In millions of EUR 2022 2021 2022 2021
Cash flows from operating activities
Operating profit / (loss) 8.9 5.4 (129.0) 8.4
Adjustments for operating profit / (loss): 14.0 4.3 177.0 27.3
Changes in working capital items:
(Increase)/Decrease in trade and other receivables (22.5) (7.2) (22.1) (2.7)
Increase (decrease) in trade payables and other payables 25.4 44.7 48.3 6.6
Utilization of provisions (1.5) (0.3) (3.1) (0.3)
Interest paid (4.7) (8.7) (18.7) (14.0)
Income tax paid 0.4 (1.1) (0.8) (1.3)
Net cash provided by (used for) operating activities excluding SARs related cash outflows 20.0 37.1 51.6 24.0
SARs related cash outflows - - (6.7) -
Net cash provided by (used for) operating activities including SARs related cash outflows 20.0 37.1 44.9 24.0
Cash flows from investing activities
Payments for property, plant and equipment (0.1) (1.2) (1.5) (1.4)
Payments for intangibles (6.1) (5.7) (20.2) (16.7)
Decrease/ (Increase) in loans and other investments - (0.7) - (0.7)
Net cash outflow on acquisition of subsidiaries (8.6) (25.7) (54.1) (64.3)
Net cash provided by (used for) investing activities (14.8) (33.3) (75.8) (83.1)
Cash flows from financing activities
Proceeds from external borrowings - - - 227.5
Transaction costs - (5.7) - (5.7)
Repayment of external borrowings (0.8) (3.2) (2.3) (113.8)
Increase in loans to related parties - (0.5) - (12.4)
Early settlement of Senior Secured Callable Floating Rate Bonds - - - (7.7)
De-SPAC related expenses (0.3) - (33.7) -
Payment of principal portion of lease liabilities (2.2) (0.6) (7.6) (4.1)
Proceeds from De-SPAC transaction - - 404.1 -
Settlement of De-SPAC transaction - - (310.9) -
Other inflows (outflows) from financing activities 0.2 0.2 (2.2) 0.2
Net cash provided by (used for) financing activities (3.1) (9.8) 47.4 84.0
Net increase in cash and cash equivalents 2.1 (6.0) 16.5 24.9
Effect of changes in exchange rates on cash and cash equivalents (0.4) 0.1 (0.9) -
Cash and cash equivalents at the beginning of the period 49.2 41.2 35.3 10.4
Cash and cash equivalents at the end of the period 50.9 35.3 50.9 35.3
Breakdown of adjustments to operating profit / (loss) in consolidated
statement of cashflows
Q4 FY
In millions of EUR 2022 2021 2022 2021
Adjustments for operating profit / (loss):
Depreciation and amortisation 11.6 4.8 38.0 22.9
Impairment of tangible & intangible assets 0.5 1.9 0.5 1.9
Movements in provisions per profit and loss 1.2 (2.4) 3 0.5
Share-based payments expense 0.6 0.6 13.6 1.2
De-SPAC related expenses 0.2 - 14.8 -
De-SPAC listing expense - - 107.1 -
Other non-cash items - (0.6) 0.0 0.8
Definitions
Adjusted EBITDA means in respect of the period the consolidated profit from
ordinary activities according to the latest Financial Report(s):
1. before deducting any amount of tax on profits, gains or income paid or
payable by any subsidiary;
2. before deducting any Net Finance Costs;
3. before taking into account any extraordinary items and any non-recurring
items which are not in line with the ordinary course of business;
4. before taking into account any Transaction Costs;
5. not including any accrued interest owing to any subsidiary;
6. before taking into account any unrealised gains or losses on any derivative
instrument (other than any derivative instruments which are accounted for on a
hedge account basis);
7. after adding back or deducting, as the case may be, the amount of any loss
or gain against book value arising on a disposal of any asset (other than in
the ordinary course of trading) and any loss or gain arising from an upward or
downward revaluation of any asset;
8. after adding back any amount attributable to the amortisation, depreciation
or impairment of fixed assets
Adjusted EBITDA Margin means Adjusted EBITDA as a percentage of Net revenue
Average number of digital ads sold per month (paid impressions) represents the
number of digital advertisements displayed to users of game and non-game
content. The numbers reported do not include volumes from past acquisitions
that are not yet fully integrated. As of this quarter, the reported numbers
include the following previous acquisitions: advertising auction platforms
Improve Digital, Admoove, Delta Projects and Infinia, as well as publisher
monetisation services Headerlift, Pubgalaxy, Sublime, Inskin, Strossle,
Keymobile, Madvertise and Quantum.
Average gross revenue per million processed ad requests from the advertising
auction platform is calculated by dividing gross advertising revenue by a
million of advertisement requests running through advertising auction platform
Improve Digital. Not all advertisement requests are processed and become
eligible to be fulfilled as an advertisement sold, therefore this metric
measures our efficiency and overall profitability of the digital advertising
auction platform, demonstrating that the revenue generated by the
advertisements that are sold also remunerate and more than cover the costs of
all the advertisement requests.
Average time in game per day measures how many minutes per day, on average,
the players of Premium Games spend in our games. This demonstrated their
engagement with the games, which generates more opportunities to grow the
ARPDAU.
Average DAUs means average daily active users, which is the number of distinct
users per day averaged across the relevant period.
ARPDAU means Average Revenue per Daily Active User, which is revenue per
period divided by days in the period divided by average daily active users in
that period and represents average per user in-game purchases for the period.
EBIT means, in respect of the period, the consolidated profit from ordinary
activities according to the latest Financial Report(s):
1. before deducting any amount of tax on profits, gains or income paid or
payable by any member of the Group;
2. before deducting any Net Finance Costs
EBITDA means in respect of the period the consolidated profit from ordinary
activities according to the latest Financial Report(s):
1. before deducting any amount of tax on profits, gains or income paid or
payable by any subsidiary;
2. before deducting any Net Finance Costs;
3. before deducting any amount attributable to the amortisation, depreciation,
or impairment of fixed assets
Financial Indebtedness means as defined in the terms and conditions of the
Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794 any indebtedness
in respect of:
1. monies borrowed or raised. including Market Loans;
2. the amount of any liability in respect of any Finance Leases;
3. receivables sold or discounted (other than any receivables to the extent
they are sold on a non-recourse basis);
4. any amount raised under any other transaction (including any forward sale
or purchase agreement) having the commercial effect of a borrowing;
5. any derivative transaction entered into in connection with protection
against or benefit from fluctuation in any rate or price (and, when
calculating the value of any derivative transaction, only the mark to market
value shall be taken into account, provided that if any actual amount is due
as a result of a termination or a close-out, such amount shall be used
instead);
6. any counter indemnity obligation in respect of a guarantee, indemnity,
bond, standby or documentary letter of credit or any other instrument issued
by a bank or financial institution; and
7. (without double counting) any guarantee or other assurance against
financial loss in respect of a type referred to in the above paragraphs
(a)-(f).
Gross Profit Margin means Gross Profit as a percentage of Net revenue
Gross Profit means the profit made after subtracting from Net revenue all
(variable) costs that are related to manufacturing of its products or
services.
Net Interest Bearing Debt as defined in the terms and conditions of the Senior
Secured Callable Fixed Rate Bonds ISIN: SE0015837794 means the aggregate
interest bearing Financial Indebtedness less cash and cash equivalents of
Azerion Group N.V. and its subsidiaries from time to time in accordance with
the Accounting Principles (for the avoidance of doubt, excluding any Bonds
owned by the Issuer, guarantee, bank guarantees, Subordinated Loans, any
claims subordinated pursuant to a subordination agreement on terms and
conditions satisfactory to the Agent and interest-bearing Financial
Indebtedness borrowed from any Azerion Group Company) as such terms are
defined in the terms and conditions of the Senior Secured Callable Fixed Rate
Bonds ISIN: SE0015837794
Operating expenses are defined as the aggregate of personnel costs and other
expenses as reported in the statement of Other comprehensive income. More
details on the cost by nature reporting can be found in the published annual
financial statements of 2021.
Transaction Costs means all fees, costs and expenses, stamp, registration and
other taxes incurred by Azerion Group in connection with (i) the Bond Issue,
(ii) any Subsequent Bond Issue, (iii) the listing of the Bonds or any
Subsequent Bonds, (iv) acquisitions, mergers and divestments of companies and
(v) an Equity Listing Event, as such terms are defined in the terms and
conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794
Disclaimer and Cautionary Statements
This communication contains information that qualifies as inside information
within the meaning of Article 7(1) of the EU Market Abuse Regulation.
This communication may include forward-looking statements. All statements
other than statements of historical facts are, or may be deemed to be,
forward-looking statements. Forward-looking statements include, among other
things, statements concerning the potential exposure of Azerion to market
risks and statements expressing management’s expectations, beliefs,
estimates, forecasts, projections and assumptions. Words and expressions such
as aims, ambition, anticipates, believes, could, estimates, expects, goals,
intends, may, milestones, objectives, outlook, plans, projects, risks,
schedules, seeks, should, target, will or other similar words or expressions
are typically used to identify forward-looking statements. Forward-looking
statements are statements of future expectations that are based on
management’s current expectations and assumptions and involve known and
unknown risks, uncertainties and other factors that are difficult to predict
and that could cause the actual results, performance or events to differ
materially from future results expressed or implied by such forward-looking
statements contained in this communication. Readers should not place undue
reliance on forward-looking statements.
Any forward-looking statements reflect Azerion’s current views and
assumptions based on information currently available to Azerion’s
management. Forward-looking statements speak only as of the date they are made
and Azerion does not assume any obligation to update or revise such statements
as a result of new information, future events or other information, except as
required by law.
The interim financial results of Azerion Group N.V. as included in this
communication are required to be disclosed pursuant to the terms and
conditions of the Senior Secured Callable Fixed Rate Bonds ISIN: SE0015837794.
This report has not been reviewed or audited by Azerion’s external auditor.
Certain financial data included in this communication consist of alternative
performance measures (“non-IFRS financial measures”), including EBITDA and
Adjusted EBITDA. The non-IFRS financial measures, along with comparable IFRS
measures, are used by Azerion’s management to evaluate the business
performance and are useful to investors. They may not be comparable to
similarly titled measures as presented by other companies, nor should they be
considered as an alternative to the historical financial results or other
indicators of Azerion Group N.V.’s cash flow based on IFRS. Even though the
non-IFRS financial measures are used by management to assess Azerion Group
N.V.’s financial position, financial results and liquidity and these types
of measures are commonly used by investors, they have important limitations as
analytical tools, and the recipients should not consider them in isolation or
as a substitute for analysis of Azerion Group N.V.’s financial position or
results of operations as reported under IFRS.
For all definitions and reconciliations of non-IFRS financial measures please
also refer to www.azerion.com/investors.
This report may contain forward-looking non-IFRS financial measures. We are
unable to provide a reconciliation of these forward-looking non-IFRS financial
measures to the most comparable IFRS financial measures because certain
information needed to reconcile those non-IFRS financial measures to the most
comparable IFRS financial measures is dependent on future events some of which
are outside the control of Azerion. Moreover, estimating such IFRS financial
measures with the required precision necessary to provide a meaningful
reconciliation is extremely difficult and could not be accomplished without
unreasonable effort. Non-IFRS financial measures in respect of future periods
which cannot be reconciled to the most comparable IFRS financial measure are
calculated in a manner which is consistent with the accounting policies
applied in Azerion Group N.V.’s consolidated financial statements.
This communication does not constitute an offer to sell, or a solicitation of
an offer to buy, any securities or any other financial instruments.
Contact
Investor Relations: ir@azerion.com
Media relations: press@azerion.com
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