Press release Trading Update Q4 and full year financial statements
Financial information in this press release is unaudited
TIE KINETIX Announces Strong Q4 Performance
And Profitable Full Year 2014
th
Breukelen, the Netherlands, November 19 , 2014
Fourth quarter (period July 1 – September 30, 2014).
 Launch of Google Search Appliance activity in the Netherlands
 Q4 total revenue increased by 70% to € 5.667k (Q4 2013: € 3.324k)
 Q4 SaaS and hosting revenues grew with 91% to € 2.346k (Q4 2013: € 1.230k)
 Q4 EBITDA amounts to € 459k (Q4 2013: € - 65k), including € 77k one-time expenses
 Q4 EBIT amounts to € 219k (Q4 2013: € - 890k), including € 77k one-time expenses
 Subsequent event: update on partial repayment of EU development grants. No provision
for partial repayments in FY 2014.
TIE Kinetix (hereinafter “TIE”), the leading provider of cloud-managed Integration, E-Commerce,
Demand Generation, and Business Analytics services today released the results for the fourth quarter
and full fiscal year 2014 (Oct 1, 2013 – Sept 30, 2014) as follows:
Highlights Q4
(€ x 1,000)
Business Integration
E-Commerce
Demand generation
Business Analytics
Revenues
EU Projects
Onetime income
Total Revenue
EBITDA
EBIT
1 / 19
Q4 2014
2.333
1.277
1.287
502
Q4 2013
2.127
567
272
164
5.399
273
(5)
5.667
3.130
233
(40)
3.323
459
219
(65)
(825)
The 2014 numbers stated in this press release are unaudited
Highlights full year 2014
(€ x 1,000)
Business Integration
E-Commerce
Demand generation
Business Analytics
Revenues
EU Projects
Onetime income
Total Revenue
EBITDA
EBIT
Net income
FY 2014
8.967
3.445
4.584
2.222
FY 2013
8.232
2.200
1.388
1.161
19.218
1.114
142
20.474
12.981
958
354
14.293
1.062
243
445
146
(1.220)
(1.280)
Revenue
TIE closed a very strong fourth quarter, with revenue amounting to € 5.667k, and EBITDA of €459k
(8.0%). Therewith, the performance in the fourth quarter is a prolongation of the continuously
improving performance in fiscal year 2014. Particularly our Integration products and E-Commerce
solutions reported strong performance in the fourth quarter, both in our Dutch markets as well as in
the US market. The following highlights the developments in our four business lines this year:
 Integration: our solutions are well positioned in various vertical markets such as food retail,
publishing, do-it-yourself, telecommunications and automotive industries. This year TIE has
a.o. concluded contracts with customers Plus Retail, Bunzl, Revlon, Nutricia, Sodexo, V&D,
Royal Canin and Bugaboo. The strength of our offering is reflected in a position in Gartner’s
Magic Quadrant for Integration Brokerage. In fiscal year 2014, our Business Integration
revenue grew with 9.3% from € 8.207k (2013) to € 8.967k (2014).
 E-Commerce: our E-Commerce proposition delivers webshop solutions with full back office
integrations. Our customers are typically large scale telecommunications companies such as
KPN and T-Mobile. In 2014, the contract with T-Mobile was renewed and provides for a
multi-year partnership extending earlier service levels and covers even more T-Mobile
products and services. In 2014, our E-Commerce revenue grew with 52% from € 2.271k
(2013) to € 3.445k (2014).
 Demand Generation (before known as Content Syndication): TIE has repositioned our
Demand Generation proposition into a modular solution, in an attempt to facilitate the
market adoption. In 2014, TIE spent considerable efforts positioning its brand in the market
but also recognized that this market is still very much in the development phase. TIE was
able to conclude new business but not in the amounts that were initially foreseen. In 2014,
our Demand Generation revenue increased with 262% from € 1.266k (2013) to € 4.584k
(2014), fully as a result of the acquisition of the TFT activities.
 Analytics: with the acquisition of TFT, TIE Kinetix has become a dominant player in the
German market for Analytics. TFT is a reseller of analytic tools (Google Search Appliance and
Adobe) to the business community. As a full-service agency for web business performance
and a pioneer in the field of user experience, Munich-based TFT provides e-commerce
strategies, consulting services and managed-hosting solutions. It serves a number of highprofile customers such as blick.ch, Swisscom, wetter.com, FOCUS Online and HolidayCheck.
TFT has been consolidated since its acquisition on December 2, 2013. In Q4, TIE acquired a
foothold of Google Search Appliance customers in the Netherlands allowing it to further
develop these activities in the Netherlands, using TFT expertise. In 2014 our Analytics
revenue grew with 80% from € 1.237k (2013) to € 2.222k (2014).
2 / 19
The 2014 numbers stated in this press release are unaudited
Jan Sundelin (CEO) said:
“Our Q4 performance confirms that TIE has been able to successfully turn the corner and that TIE’s
operations are able to consistently generate positive cash flow. In 2014 our SaaS revenue grew to
almost € 8 million bringing our recurring revenue level close to 60% and our three year contract value
to € 34 million. This brings stability in our business and provides a solid basis for investment in
marketing, sales and product development. Our Integration business continues to do well and we
intend to actively exploit market opportunities in this business line. In 2014, our E-Commerce business
expanded its relationship with T-Mobile in the Netherlands covering more T-Mobile products and
services and includes active involvement in the successful launch of various new features. Our Demand
Generation business did not bring the results that we planned for. The reason for this primarily lies in
the immature market for this product and customer prudence to invest in our channel marketing
automation tools. Given the sizeable customer investments in direct marketing automation tools, we
expect that customer investments in channel marketing could be imminent. We therefore remain
convinced about the market prospects for our product, but will reduce earlier planned investments. In
2014, we also expanded our Analytics business to the Netherlands with the acquisition of a small
Google Search Appliance customer base. We are positive about our market opportunity in the
Netherlands. Late October, we received a letter from the European Commission on possible
repayments that TIE has to make. We are still studying the letter with our advisors, and whilst we
recognize that certain formal procedures have not been met, we seriously question whether a full
th
repayment of this is in the interest of all parties involved. On November 14 , we signed an agreement
with a guarantor for the maximum possible damages, ensuring our customers that they may count on
our ability to deliver quality products and services, now and in the future.”
In the first quarter the acquisition and integration of the German company Tomorrow Focus
nd
Technologies GmbH, was completed on December 2 , 2013. In this report the results of TFT have
been included as from that date. Acquisition costs amounted to € 348k and have been reported under
Professional Services in the Profit & Loss statement.
In 2014, the Company reported the following highlights:
11-10-2013
TIE announces the acquisition of TFT in Germany.
15-10-2013
TIE convenes an extra Ordinary General Meeting of shareholders.
29-10-2013
TIE is technology provider in European Union Projects “ALFRED” and “SAM”.
20-11-2013
Q4 trading update: revenue up 14% for the year 2013 and down 4% for the fourth
quarter. Impairment loss and one time effects impact net result.
29-11-2013
Publication of voting results of Extra Ordinary General Meeting of Shareholders
November 2013.
03-12-2013
Closing of the acquisition of Tomorrow Focus Technologies.
04-12-2013
TIE Kinetix and Objectif Lune sign worldwide mutual partnership agreement.
21-01-2014
TIE Kinetix moves AGM to end of March.
06-02-2014
Update pending litigation: Samar issues a damage claim.
12-02-2014
Q1 interim management statement.
3 / 19
The 2014 numbers stated in this press release are unaudited
13-02-2014
Convocation of Annual General Meeting of shareholders.
27-03-2014
T-Mobile and TIE Kinetix enter into a new partnership.
28-03-2014
Publication of voting results of Annual General Meeting of Shareholders
03-04-2014
Analyst Firm Sirius Decisions reviews TIE Kinetix Demand Generation platform for
Channel Marketing.
10-04-2014
TIE Kinetix is recognized as in Inaugural Gartner Magic Quadrant for Integration
Brokerage.
21-05-2014
Interim Consolidated Financial Statements and first half year results.
02-07-2014
TIE appoints new Managing director for TIE- France
13-08-2014
TIE Kinetix announces Q3 highlights
25-09-2014
TIE Kinetix expands Google for Work partnership to the Benelux, reselling Google
Search Appliance
Subsequent Event
30-10-2014
TIE announces repayment of EU Development grants.
On October 30, TIE KINETIX announced that it has received a notice from the European Commission
for a partial repayment of EU development grants, following a recent audit carried out under
supervision of the EC. Even though the projects had been audited by TIE’s auditor in the past, and had
executed to full satisfaction and the financial management was, according to the auditor, carried out
in an acceptable manner, some of the procedures were not in compliance with the requirements of
the EC. Although the EC commissioned audit was limited to three projects in the period 2008-2011, it
may be expected that the findings will affect other projects and periods. TIE understands that certain
formal regulations have not been followed, but questions whether it is in the interest of all parties
involved to have form prevail over substance. TIE, and the European Union Associations in which it is
actively involved have requested the European Commission to include this consideration when
implementing the audit findings. At the same time, this situation forces TIE to reconsider its
participation in current EU projects, the management thereof and the desirability of any future
projects. TIE is currently recalculation the effect of extrapolation of the audit findings to other
projects and periods. In case no solution can be found, TIE has no option but to withdraw from
current projects, and can only be involved in future projects in a very limited way. Furthermore, TIE
will discontinue its support to European Union associations such as Nessi and Big Data Value
Association. TIE expects that it may take several months until the final financial implications for TIE
will become clear. Since at this stage it is impossible to provide a reliable estimate of the financial
th
implications to TIE, TIE has not created a provision in the FY 2014 accounts for it. On November 14 ,
TIE KINETIX announced that it reached agreement with an undisclosed party to act as guarantor up to
an amount of € 2 million for funding of the damages caused by the partial repayment of EU
development grants.
Financial and Cash Position:
Shareholders’ Equity amounts to € 6.026k on September 30, 2014 (€ 4,089k on September 30, 2013).
On September 30, 2014 the Company held a cash position of € 594k (September 30, 2013 € 204k).
The net cash flow from operating activities for the year amounted to € 1.678k (2013: €992k).
4 / 19
The 2014 numbers stated in this press release are unaudited
Impairment of Intangible Assets:
With the change of segment reporting - see below – TIE Kinetix will be revising its model for
impairment testing. TIE Kinetix will continue to use a DCF model with WACC and a 10 years horizon,
however the cash generating units tailored to the new Business Lines. The impairment model is
currently in the stage of final completion, and tests still have to be finalized. However, management
has no reason to assume that intangible or tangible assets may have to be impaired, given the 2014
operational performance in all markets and TIE Kinetix’ projections for 2015 and beyond.
Income Taxes:
TIE carrying value of the Deferred Tax Asset in the Netherlands amounts to € 353k (2013: € 353k)
and amounts in the US to $ 1.694k in the US (2013: $ 1.290k). For the US, management abandoned
the 2 year limitation applied previously for tax loss carry forward compensation as a result of the
consistent positive performance of the TIE Kinetix’ US operations. As a consequence the carrying
value of the DTA has been increased with € 363k, leading to a corresponding adjustment in tax
charges in the profit and loss account.
Three year contract value projection
The three year contract value projection is the value of our current customer contracts with a going
forward contract duration of three years or more. As at the end of Q4, 2014 the total three year
contract value amounts to € 34 million and is primarily driven by multi-year maintenance agreements,
SaaS and Hosting agreements and EU projects. This provides TIE with a solid basis for further
investments in Sales and Marketing and to further develop our SaaS offerings to service the Business
to Business to Consumer markets.
In calculating the three year contract value the following assumption is made: SaaS, Maintenance and
support, and hosting contracts run between 12 and 36 months with an automatic renewal for 12
months. Since contracts may be renewed during the projected period of three years, the contracted
value is adjusted based on historical churn rates. The acquisition of TFT brought an increase of three
year contract value with more than € 10 million, mainly in the SaaS revenue.
Annual Accounts:
The financial results of TIE presented here are unaudited. The audit of the Financial Statements will
not be completed until the publication thereof in January 2015.
Segmentation:
Based on the management information used and the relative share of the various operating segments
the Company until now recognized the following operational segments:
-
The Netherlands
TIE MamboFive (E-Commerce)
North America
France
Rest of World
DACH
During 2014, the activities of Ascention GmbH in Ulm have been fully integrated with the activities of
TFT GmbH in München and are now operating under the name of TIE Kinetix GmbH.
5 / 19
The 2014 numbers stated in this press release are unaudited
Starting October 1, 2014 management has decided to focus managerial responsibilities and
management information to Business Lines, based on products. These business lines are:
Business Integration,
E-Commerce,
Demand Generation, and
Business Analytics.
For each Business Line a responsible Vice President has been appointed, leading Business Line
strategy and developments. This will result in new operating segments and reporting starting with Q1,
2015. As from that date operating segment reporting will be based on Business Lines, rather than on
geographical area.
Litigation update: Samar
Since December 2007, TIE Kinetix has been involved in discussions and subsequently in legal
proceedings with Samar. In July 2010, the Court ordered TIE Kinetix to pay full damages to Samar, of
which TIE Kinetix already paid €898,481.58. In 2012, the Court of Appeal has ordered Samar to pay
back the amount of €250,000 plus interest. In March 2013, Samar requested for suspension of
payments. In June 2013, the Court declared Samar bankrupt, which was reversed by the Court of
Appeal in September 2013.
At the creditors’ meeting in November 2013 the Court decided to extend suspension of payments,
against which TIE Kinetix appealed in March 2014. The Court of Appeal however extended the
suspension for Samar. Given this outcome, TIE Kinetix foresees a lengthy procedure regarding Samar’s
damage claim without a quick outcome. TIE Kinetix has not made any provisions related to this claim.
In February 2014, Samar issued a damage claim to TIE Kinetix, which amounts to €883,826. This claim
is additional to the damages for which TIE Kinetix already paid €804,000 in Q4 2010. TIE Kinetix made
an initial review of Samar’s claim and is of the opinion that the claim is excessive and unfounded. In
June 2014, parties tried to establish a settlement but to no avail.
For further information on these proceedings, reference is made to TIE Kinetix’ previous press
releases on the matter and to the summary included in the paragraph "Legal Cases - Samar B.V.” in
TIE's 2013 Annual Report, page 60.
Since at this stage it is impossible to provide a reliable estimate of the financial implications to TIE, TIE
has not created a provision in the 2014 accounts for it.
Forward looking statement/Guidance
This report contains information as referred to in the articles 5:59 jo. 5:53, 5:25d and 5:25 w of the
Dutch Financial Supervision Act (Wet op het financieel toezicht). Forward looking statements, which
can form a part of this report refer to future events and may be expressed in a variety of ways, such
as ‘expects’, ‘projects’, ‘anticipates’, ‘intends’ or similar words. The Company has based these forward
looking statements on its current expectations and projections about future events.
Risks and uncertainties
Risks and TIE Kinetix’s risk management strategy are detailed in the 2013 annual report and have not
changed during 2014.
This document may contain expectations about the financial state of affairs and results of the
activities of TIE Kinetix as well as certain related plans and objectives. Such expectations for the future
are naturally associated with risks and uncertainties because they relate to future events, and as such
depend on certain circumstances than may not arise in future. Various factors may cause real results
and developments to deviate considerably from explicitly or implicitly made statements about future
6 / 19
The 2014 numbers stated in this press release are unaudited
expectations. Such factors may for instance be changes in expenditure by companies in important
markets, in statutory changes and changes in financial markets, in the EU grant regime, in the salary
levels of employees, in future borrowing costs, in future take-overs or divestitures and the pace of
technological developments.
TIE Kinetix therefore cannot guarantee that the expectations will be realized. TIE Kinetix also refuses to
accept any obligation to update statements made in this document.
For further information, please contact:
TIE Kinetix N.V.
Jan Sundelin CEO or Michiel Wolfswinkel CFO
Phone: +31-88-369-8000
e-mail: Investor.Relations@TIEKinetix.com
About TIE Kinetix
TIE Kinetix transforms the digital supply chain by providing Total Integrated E-Commerce solutions.
These solutions maximize revenue opportunities by minimizing the energy required to market, sell
and deliver online. Customers and partners of TIE Kinetix constantly benefit from innovative, field
tested, state-of-the-art technologies, which are backed by over 25 years of experience and prestigious
awards. TIE Kinetix makes technology to perform, such that customers and partners can focus on their
core business.
TIE Kinetix is a public company (Euronext Amsterdam: TIE), and has offices in the United States, the
Netherlands, France, Australia, UK, Spain, Germany, Austria and Switzerland.
7 / 19
The 2014 numbers stated in this press release are unaudited
Unaudited condensed
Full Year 2014
Financial Statements
30 September 2014
8 / 19
The 2014 numbers stated in this press release are unaudited
1.
9 / 19
Consolidated statement of financial position
As at September 30, 2014
The 2014 numbers stated in this press release are unaudited
Assets
(€ x 1,000)
30 September 2014
Non Current Assets
Intangible fixed assets
Goodwill
Other intangible fixed assets
30 September 2013
4.695
2.975
2.186
1.754
7.670
Tangible fixed assets
Property, Plant and Equipment
596
3.940
453
596
Financial fixed assets
Loans and Receivables
Deferred Tax Asset
Loans and Receivables
271
1.697
44
1.309
1.968
10.234
Total Non Current Assets
Current Assets
Trade Debtors
Income Tax Receivable
Taxation and Social Security
Other Receivables and Prepayments
453
3.618
10
1.744
1.353
5.746
2.072
21
14
967
5.372
3.074
Cash and Cash Equivalents
Total Current Assets
594
5.966
204
3.278
Total Assets
16.200
9.024
Equity and Liabilities
(€ x 1,000)
30 September 2014
Equity
Shareholders’ Equity
Convertible Bonds
5.981
45
Total Equity
1.527
131
300
152
Current Liabilities
Provisions
Short term debt
Bank overdraft
Trade Creditors
Deferred Revenue
Taxation and Social Security, Income tax
Other Payables and Accruals
Total Current Liabilities
364
468
1.420
2.989
289
2.534
Total Equity and Liabilities
4.044
45
6.026
Non Current Liabilities
Loans
Deferred Tax Liability
Contingent Consideration
Provisions
Total Non Current Liabilities
10 / 19
30 September 2013
4.089
171
19
44
23
2.110
257
20
160
837
1.864
294
1.503
8.064
4.678
16.200
9.024
The 2014 numbers stated in this press release are unaudited
2.
Consolidated income statement
Fiscal 2014 (October 1, 2013 – September 30, 2014)
(€ x 1,000)
Revenues
Licenses
Maintenance and Support
Consultancy
Software as a Service
Revenues
EU Projects
Onetime income
Total Revenue
Third party hire
Direct Purchase Costs
Gross Profit
2014
1.053
2.844
7.362
7.959
1.220
2.934
4.007
4.820
19.218
1.114
142
20.474
(1.197)
(3.090)
16.187
Operating Expenses
Employee Benefits
Acquisition costs and onetime expenses
Depreciation and Amortization
Impairments
Other Operating Expenses
Total Operating Expenses
Operating Income/(loss)
Interest and other Financial Income
Interest and other Financial Expense
Income/(loss) before Tax
Corporate Income Tax
Net Income/(loss)
Comprehensive Income
Net Income/(loss)
Exchange differences on translating of foreign operations
Total Comprehensive Income/(loss) net after Tax
11 / 19
2013
11.076
727
819
3.322
12.981
958
354
14.293
(736)
(1.422)
12.135
8.395
551
687
679
3.043
15.944
243
3
(93)
153
292
445
2014
13.355
(1.220)
2
(16)
(1.234)
(46)
(1.280)
2013
445
108
553
(1.280)
(71)
(1.351)
The 2014 numbers stated in this press release are unaudited
2.
Consolidated statement of changes in equity
Fiscal 2014 (October 1, 2013 – September 30, 2014)
( € x 1,000)
Balance per September 30, 2012
Foreign currency translation reserve
Net Income
Total Comprehensive Income (loss)
Share based payments
Other movements
Balance per September 30, 2013
Foreign currency translation reserve
Net Income
Total Comprehensive Income (loss)
Share based payments
Other movements
Balance per September 30, 2014
12 / 19
Share Capital
(Incl Surplus)
56.688
56.688
1.357
58.045
Retained
Earnings
(51.135)
(1.280)
(1.280)
38
(52.377)
445
445
14
13
(51.905)
Foreign
Currency
translation
Share-holders Convertible
reserve
Equity
Bonds
(196)
5.357
45
(71)
(71)
(1.280)
(71)
(1.351)
38
(267)
4.044
45
108
108
445
108
553
14
1.370
(159)
5.981
45
Total Equity
5.402
(71)
(1.280)
(1.351)
38
4.089
108
445
553
14
1.370
6.026
The 2014 numbers stated in this press release are unaudited
3.
Consolidated cash flow statement
Fiscal 2014 (October 1, 2013 – September 30, 2014)
(€ x 1,000)
2014
Income before tax
Adjustments:
Share based payments expense
Depreciation and amortization
Increase (decrease) provisions
2013
153
14
819
(22)
(1.234)
38
687
26
811
Working Capital Movements
(Increase) decrease in debtors and other receivables
(Decrease) increase in deferred revenue
(Decrease) increase in current liabilities
(584)
997
402
Cash generated (applied) in operations
Interest paid
Interest received
Income taxes paid
Net Cash flow from operating activities
Investments in intangible fixed assets
Acquisition of subsidiary net of cash acquired
Investments in tangible fixed assets
Net Cash flow generated / (used) in investing activities
Increase (decrease) long term loans
Issue of new shares
Net Cash flow generated / (used) by financing activities
Net increase (decrease) in Cash and Cash Equivalents
Currency Exchange Rate Difference on opening balance
Opening balance Cash and Cash Equivalents
Closing balance Cash and Cash Equivalents
13 / 19
1.430
(508)
260
1.054
815
806
1.779
(93)
3
(11)
1.678
1.002
(12)
2
(998)
(2.873)
(137)
992
(245)
(904)
(415)
(4.008)
1.356
1.357
(1.564)
33
2.713
383
7
204
594
33
(539)
(4)
747
204
The 2014 numbers stated in this press release are unaudited
About TIE Kinetix
TIE Kinetix transforms the digital supply chain by providing Total Integrated E-Commerce solutions.
These solutions maximize revenue opportunities by minimizing the energy required to market, sell
and deliver online. Customers and partners of TIE Kinetix constantly benefit from innovative, fieldtested, state-of-the-art technologies, backed by over 25 years of experience and prestigious awards.
TIE Kinetix makes technology to perform, such that customers and partners can focus on their core
business.
TIE Kinetix is a public company (Euronext Amsterdam: TIE), and has offices in the United States, the
Netherlands, France, Australia, UK, Spain, Germany, Austria and Switzerland.
For more information:
For questions about this press release contact us at +31-88-369-8000
or Investor.Relations@TIEKinetix.com
TIE Kinetix N.V.
Jan Sundelin (CEO) or Michiel Wolfswinkel(CFO)
De Corridor 5d
3621 ZA Breukelen
T: +31-88-369-8000
E: info@TIEKinetix.com
W: www.TIEKinetix.com
Follow TIE Kinetix on Twitter: https://twitter.com/TIEKinetix
Follow TIE Kinetix on LinkedIn: https://www.linkedin.com/company/TIE-Kinetix
Follow TIE Kinetix on Facebook: https://www.facebook.com/TIEKinetix
14 / 19
The 2014 numbers stated in this press release are unaudited
Notes to the UNAUDITED consolidated financial report
General Information
TIE Kinetix N.V. is a public limited company established and domiciled in the Netherlands, with its
registered office and headquarters at De Corridor 5d, 3621 ZA in Breukelen. The UNAUDITED
Consolidated Financial report of the company for the year ended on September 30, 2014 include the
company and all its subsidiaries (jointly called “TIE Kinetix”). The financial year of TIE Kinetix
commences on October 1 and closes on September 30. The UNAUDITED Consolidated Financial report
for the financial year 2014 has been authorized for issue by both the Supervisory Board and the
Management Board on November 18, 2014.
Auditor’s Involvement
The interim financial report has not been audited by our external auditors. The Annual General
th
Meeting of shareholders has appointed BDO on March 28 , 2014 as external auditor for the year
commencing on October 1, 2013.
Statement of Compliance
This UNAUDITED Consolidated Financial report does not include all the information and disclosures
required in the annual financial statements and should be read in conjunction with the annual
financial statements as at September 30, 2014.
We consider the accounting policies applied to the effect that the UNAUDITED condensed
consolidated financial statements give a true and fair view of the Group’s assets, liabilities and
financial position as at September 30, 2014 and of the results of the Group’s operations and cash flow
in the period October 1, 2013 – September 30, 2014.
General Accounting Principles
The accounting policies used in the preparation of the UNAUDITED Consolidated Financial report are
consistent with those followed in the preparation of the Group’s annual financial statements for the
year ended September 30, 2014. This report is presented in € x 1.000 unless otherwise indicated.
Accounting Estimates
The preparation of the financial statements in accordance with IFRS requires management to make
judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, the
determination of results and the reported contingent assets and liabilities. For a list of the judgments,
estimates and assumptions, reference is made to the financial statements for 2014.
Segment Information
The Company operates in different countries, through subsidiaries. Historically, the following
segments have been recognized:
TIE Nederland;
TIE MamboFive;
North America;
France;
DACH;
TFT;
Rest of World.
Starting October 1, 2014 management has decided to focus managerial responsibilities and
management information to Business Lines, based on products. These business lines are:
Business Integration;
E-Commerce;
Demand Generation,
Business Analytics.
15 / 19
The 2014 numbers stated in this press release are unaudited
For each Business Line a responsible Vice President has been appointed, leading Business Line
strategy and developments. This will result in new operating segments and reporting starting with Q1,
2015. As from that date operating segment reporting will be based on Business Lines, rather than on
geographical area.
Risks and Risk Management
In the Annual Report 2013 (pages 60-61) we have outlined the strategic, operational and financial
risks we face; the risk management and control mechanisms we have in place; and the risk analysis
and assessments we conduct regularly. We believe that the nature and potential impact of these risks
have not materially changed in 2014. We will continue to monitor the key risks closely and manage
our internal control systems as new risks may emerge and current risks may change.
Notes to the consolidated Financial Position as at September 30, 2014
Business Combinations
On December 2, 2013, TIE Kinetix completed the acquisition of Tomorrow Focus Technologies GmbH
(TFT), located in Munich, Germany. TIE Kinetix acquired 100% of the shares of TFT.
The purchase price amounts to a fixed cash consideration of € 3 million, a realized purchase price
adjustment (reduction) of € 100k and an employee share plan of € 300k. The purchase price is
financed through a seller loan (€ 1 million), a non-recourse locally funded bank loan (€ 1 million) and
newly issued TIE Kinetix N.V. shares and warrants (€ 1.361 million).
The assets acquired through this acquisition include:
Opening
balance
Balance sheet TFT (€ x 1,000)
Other intangible fixed assets
PPA
adjustments
Openingsbalance
restated
427
Property, Plant and Equipment
Trade Debtors
Other Receivables and Prepayments
Cash and Cash Equivalents
Total Assets
Shareholders’ Equity
427
225
225
1.009
1.009
660
660
2
2
1.896
427
2.323
415
303
718
Provisions
55
55
Provisions
75
75
283
283
Trade Creditors
Deferred Revenue
4
Taxation and Social Security, Income tax
Other Payables and Accruals
Total Equity and Liabilities
124
128
51
51
1.013
1.013
1.896
427
2.323
The purchase price consideration and goodwill calculation:
16 / 19
The 2014 numbers stated in this press release are unaudited
1HY 2014
(€ x 1,000)
Cash paid
2.900
Contingent Consideration
300
Total Purchase Price Consideration
3.200
Net Fair Value of Assets and Liabilities
415
Goodwill including Customer Base
2.785
Customer Base
303
Goodwill resulting from Business Combination
2.482
Intangible Assets
The movement in the Intangible Assets predominantly relate to the acquisition of TFT per December
2, 2013, for paid goodwill € 2.482k and Customer Base € 427k. The capitalization of development
costs amount € 759k.
Tangible Assets
The movement in tangible assets is mainly caused by the acquisition of TFT (€ 225K).
Cash
On September 30, 2014 the Company held a net positive cash and cash equivalents position of € 594k
(September 30, 2013 € 204k). The net cash flow from operating activities amounted to € 1.779k
(2013: € 1.002k).
Subsidiaries
TIE Kinetix NV, acquired through its 100% subsidiary Gordian Investments BV, 100% of the shares in
TIE TFT Holding GmbH, through which entity 100% of the shares of TFT GmbH have been acquired.
Options
During the reporting period no movements occurred.
Equity
(number of shares)
2014
Balance as of October 1,
Issued
2013
932.954
194.423
932.954
-
Balance as at September 30,
1.127.377
932.954
In € (x 1,000)
7.892
6.531
nd
On December 2 , 2013 194.423 shares have been issued following approval of the extra Ordinary
th
Meeting of shareholders held on November 28 , 2013. At the same date for every share, two
warrants have been issued. Each warrant entitles to holder to purchase a newly issued TIE Kinetix
share at € 7,00 until December 2, 2023. All shares and warrants issued on December 2, 2013 have a 1
year lock up period in which they cannot be traded or converted.
17 / 19
The 2014 numbers stated in this press release are unaudited
Notes to the consolidated Statement of Comprehensive Income
Segment information
For financial year 2014:
The
Netherlands
(€ x 1,000)
TIE MamboFive
North
America
France
DACH/TFT
Rest of World
Holding
and
Eliminations
Total
Revenues
Li cens es
194
561
44
186
68
-
1.053
Ma i ntena nce a nd Support
695
14
1.631
154
213
137
-
2.844
Cons ul tancy
811
1.530
806
358
3.703
154
-
7.362
Softwa re a s a Servi ce
1.278
1.199
1.922
503
2.888
169
-
7.959
Revenues
2.978
2.743
4.920
1.059
6.990
528
-
19.218
EU Projects
1.114
-
-
-
-
1.114
-
-
-
301
4
211
4
270
141
(789)
142
4.393
2.747
5.131
1.063
7.260
669
(789)
20.474
Thi rd Pa rty Hi re
(101)
(188)
(18)
3
(891)
(2)
Di rect Purcha s e Cos ts
(581)
(675)
(699)
(106)
(1.760)
(286)
1.018
(3.090)
3.710
1.884
4.414
960
4.609
381
229
16.187
2.212
766
2.540
564
3.737
176
1.081
11.076
Other Income
Total Revenue
Gross Profit
-
(1.197)
Operating Expenses
Empl oyee Benefi ts
Acqui s i tion cos ts a nd onetime expens es
-
Other Opera ting Expens es
-
-
-
-
-
727
727
1.254
322
1.364
230
1.474
170
(1.491)
3.322
Total Operating expenses
3.466
1.088
3.904
794
5.211
345
317
15.125
EBITDA
245
796
511
166
35
(88)
1.062
182
37
118
13
163
159
146
819
62
759
392
152
(765)
(124)
(234)
243
(602)
Depreci a tion & Amortiza tion
expens e a nd Impa i rment l os es
EBIT
Interes t a nd Other Fi na nci a l Income
2
-
-
Interes t a nd other Fi na nci a l Expens e
1
-
-
-
759
392
153
(804)
-
315
(42)
19
759
707
111
(785)
Income/(loss) before Tax
Corpora te Income Ta x
65
-
Net Income/(loss)
65
1
-
-
-
(39)
-
(55)
(93)
(289)
153
(124)
(124)
3
-
292
(289)
445
For financial year 2013:
The
Netherlands
TIE MamboFive
North
America
France
DACH
Rest of World
Holding
and
Eliminations
Total
Revenues
Li cens es
454
-
515
96
143
12
-
1.220
Ma i ntena nce a nd Support
689
-
1.774
167
121
183
-
2.934
Cons ul tancy
443
1.341
775
274
966
208
-
4.007
Softwa re a s a Servi ce
1.233
767
2.111
375
8
326
-
4.820
Revenues
2.819
2.108
5.175
912
1.238
729
-
12.981
-
958
EU Projects
958
-
-
-
-
-
Other Income
459
165
278
296
174
187
(1.205)
354
4.236
2.273
5.453
1.208
1.412
916
(1.205)
14.293
Total Revenue
Thi rd Pa rty Hi re
(117)
(39)
(110)
(2)
(466)
Di rect Purcha s e Cos ts
(592)
(546)
(822)
(167)
(150)
(351)
3.527
1.688
4.521
1.039
796
565
2.230
1.149
2.758
674
677
29
46
8
93
588
223
831
214
Total Operating expenses
2.847
1.418
3.597
EBITDA
680
270
924
Depreci a tion & Amortiza tion Expens es
217
126
104
Impa i rments
-
-
-
463
144
820
-
Gross Profit
-
(2)
(736)
1.206
(1.422)
(1)
12.135
Operating Expenses
Empl oyee Benefi ts
Acqui s i tion cos ts a nd onetime expens es
Other Opera ting Expens es
EBIT
Interes t a nd Other Fi na nci a l Income
Income/(loss) before Tax
Corpora te Income Ta x
Net Income/(loss)
18 / 19
551
279
139
769
3.043
981
956
152
2.038
11.989
58
(160)
413
(2.039)
14
24
131
-
679
44
-
(11)
-
462
133
820
45
(1)
(37)
(2)
132
783
43
462
8.395
375
-
-
894
-
(1)
Interes t a nd other Fi na nci a l Expens e
13
-
1
(863)
-
-
(3)
(866)
(866)
282
71
-
146
687
679
(2.110)
(1.220)
-
1
2
-
(1)
(16)
(2.110)
(1.234)
282
282
(6)
(46)
(2.116)
(1.280)
The 2014 numbers stated in this press release are unaudited
Personnel
The total number of FTE by department are:
Number of FTE per department at year end
Research and Development
Sales and marketing
Consultancy and support
General and administrative
2014
22
24
81
21
148
2013
23
20
56
16
115
Breukelen, November 19, 2014
M. Wolfswinkel
J.B. Sundelin
Executive Board
19 / 19
The 2014 numbers stated in this press release are unaudited