Acquity Group Ltd : Acquity Group Limited Reports Results for First Quarter 2013

Acquity Group Limited Reports Results for First Quarter 2013

Three Months Revenues of $33.8 Million

Three Months IFRS Operating Profit of $1.5 Million

Chicago, May 29, 2013 - Acquity Group Limited ("Acquity Group" or the "Company") (NYSE MKT: AQ)
today reported the following unaudited financial results for the first quarter 2013.

Financial highlights for the three month period ended March 31, 2013, compared to the three month period ended March 31, 2012

Revenues of $33.8 million compared to $34.5 million for the three month period ended March 31,
2012.
IFRS operating profit was $1.5 million compared to $7.1 million for the three month period ended
March 31, 2012.
IFRS operating profit, excluding amortization of purchased intangible assets and share based payment expense was $2.7 million compared to $7.9 million for the three month period ended March 31, 2012. Refer to the "Reconciliation of Non-IFRS Financial Measures to IFRS Profit" in the tables that follow for additional details of all non-IFRS financial measures.
IFRS profit attributable to equity holders of the Company was $0.8 million, or $0.04 per American depositary share ("ADS"), compared to $3.8 million, or $0.21 per ADS, for the three month period ended March 31, 2012.
Non-IFRS adjusted profit attributable to equity holders of the Company was $1.6 million, or $0.07 per ADS, compared to $4.3 million, or $0.23 per ADS, for the three month period ended March 31,
2012.
Non-IFRS adjusted EBITDA was $3.4 million for the three month period ended March 31, 2013, compared to $8.4 million for the three month period ended March 31, 2012.
As of March 31, 2013, the Company had unrestricted cash and cash equivalents of $31.4 million.
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Non-IFRS Financial Measures

Acquity Group provides non-IFRS financial measures to complement reported IFRS results. Management believes these measures help illustrate underlying trends in the Company's business and uses the measures to establish budgets and operational goals, communicated internally and externally, for managing the Company's business and evaluating its performance. The Company anticipates that it will continue to report both IFRS and certain non-IFRS financial measures in its financial results, including non-IFRS results that exclude interest, income tax provisions, depreciation and amortization, IPO costs, equity in losses of its associates, acquisition costs and other related charges, and share based payment expenses among other costs. Consequently, Acquity Group's non-IFRS financial measures should not be evaluated in isolation or as a substitute for IFRS measures; but, should be considered together with its consolidated financial statements, which are prepared according to IFRS.

Special Note Regarding Forward-Looking Statements

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "confident," "continue," "estimate," "expect," "future," "intend," "is currently reviewing," "it is possible," "likely," "may," "plan," "potential," "will," or other similar expressions or the negative of these words or expressions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements and are subject to change, and such change may be material and may have a material adverse effect on the Company's financial condition and results of operations for one or more periods. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained, either expressly or impliedly, in any of the forward-looking statements in this announcement. Potential risks and uncertainties include, but are not limited to, the risks outlined in the Company's Registration Statement on Form F-1 and other documents filed with the U.S. Securities and Exchange Commission. Unless otherwise specified, all information provided in this announcement and in the attachments is as of the date of this announcement, and the Company does not undertake any obligation to update any such information, except as required under applicable law.

About Acquity Group

Acquity Group is a leading Brand eCommerce™ and Digital Marketing company that leverages the Internet, mobile devices, and social media to enhance its clients' brands and e-commerce performance. It is the digital agency of record for a number of well-known global brands in multiple industries. Acquity Group has served more than 600 companies and their global brands through thirteen offices in North America. For more information about Acquity Group, visit acquitygroup.com.

Investor Relations Contact

Jessica Barist Cohen
Ogilvy Financial, New York
Phone: (646)460-9989
E-mail: aq@ogilvy.com
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Acquity Group Limited

Consolidated Statements of Comprehensive Income - Unaudited

(Amounts in thousands, except per share data)

Three Month Periods Ended

March 31, 2013 March 31, 2012

Revenues

$ 33,763

100.0%

$ 34,493

100.0%

Cost of revenues 20,563 60.9% 18,458 53.5%

Gross profit 13,200 39.1% 16,035 46.5%

Selling and marketing expenses 2,919 8.6% 2,110 6.1% Administrative expenses 8,829 26.1% 6,707 19.4% Costs associated with initial public offering - 0.0% 116 0.3% Operating profit 1,452 4.3% 7,102 20.6%

Other non-operating expense, net (5) 0.0% - 0.0% Finance income/(costs), net 19 0.1% (15) (0.0%) Equity in losses of associates - 0.0% (442) (1.3%) Profit before tax 1,466 4.3% 6,645 19.3%

Income tax expense 642 1.9% 2,864 8.3%

Profit

$ 824

2.4% $

3,781

11.0%

Profit/(loss) attributable to: Equity holders of the Company

$ 824

2.4% $

3,845

11.1%

Non-controlling interests - 0.0% (64) (0.2%)

Profit

$ 824

2.4% $

3,781

11.0%

Other comprehensive profit:

Profit

$ 824

2.4% $

3,781

11.0%

Currency translation differences (2) 0.0% (2) (0.0%)

Comprehensive profit

$ 822

2.4% $

3,779

11.0%

Comprehensive profit attributable to: Equity holders of the Company

$ 822

2.4% $

3,843

11.1%

Non-controlling interests - 0.0% (64) (0.2%)

Comprehensive profit

$ 822

2.4% $

3,779

11.0%

Profit per share attributable to equity holders of the Company:

Shares used in computing profit per share:

(1)

On Ma y 2, 2012, the Compa ny co mpl e te d the I PO of i ts Ame ri ca n de pos i ta ry s ha re s re p re s e n ti n g ordi na ry s ha re s a nd i s now l i s te d on NYSE MKT u nde r the s tock s ymb ol "AQ." Pu rs ua n t to o ur re gi s tra ti on s ta te me nt fi l e d wi th the U.S. Se curi ti e s a nd Excha nge Co mmi s s i on , e a ch Ame ri ca n de p os i ta ry s ha re pre s e nte d i n the co ns o l i da te d s ta te me n t of comp re h e ns i ve i ncome re p re s e nts two o rdi na ry s h a re s ou ts ta ndi ng.

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Acquity Group Limited Consolidated Balance Sheets - Unaudited (Amounts in thousands)

Assets

Non-current assets:

March 31, 2013 December 31, 2012

Property and equipment, net

$ 5,571 $

5,872

Intangible assets 23,204 23,849

Other non-current assets 87 87

Investment in associates 189 189

Deferred tax assets 6,043 5,985

35,094 35,982

Current assets:

Total assets

$ 107,167 $

110,856

Equity and Liabilities

Equity:

Non-current liabilities:

Other 6,856 6,590

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Acquity Group Limited

Consolidated Statements of Changes in Equity - Unaudited

(Amounts in thousands)

Additional Paid in

Other

Comprehensive

Retained

Equity Attributable

To Equity Holders Of

Non-Controlling

Issued Capital Capital Reserve Capital Income Profit/(Loss) The Company Interests TotalEquity

As

Othercomprehensiveprofit- - - 2 - 2 - 2

Totalfortheperiod- - - 2 3,845 3,847 (64) 3,783

As of 31 March 2012

$ 4 $

71,030 $

- $ 70 $

(3,568) $

67,536 $

681 $

68,217

Profit/(loss) for the period - - - - 1,154 1,154 (40) 1,114

Other comprehensive profit - - - (69) - (69) - (69) Issuance of American depositary shares (1)1 28,666 - - - 28,667 - 28,667

Americandepositarysharesofferingcosts(1)- (3,119)- - - (3,119)- (3,119)Totalfortheperiod125,547-(69)1,15426,633(40)26,593

As of 30 June 2012

$ 5 $

96,577 $

- $ 1 $

(2,414) $

94,169 $

641 $

94,810

Profit/(loss) for the period - - - - 3,177 3,177 (42) 3,135

Othercomprehensiveprofit- - - (44) - (44) - (44)Totalfortheperiod- - - (44) 3,177 3,133 (42) 3,091

As of 30 September 2012

$ 5 $

96,577 $

- $ (43) $

763 $

97,302 $

599 $

97,901

Loss for the period - - - - (4,922) (4,922) (571) (5,493)

T

As of 31 December 2012

$ 5 $

96,577 $

- $ - $

(4,159) $

92,423 $

- $ 92,423

Othercomprehensiveprofit- - - (2) - (2) - (2)

Totalfortheperiod- - 622 (2) 824 1,444 - 1,444

As of 31 March 2013

$ 5 $

96,577 $

622 $

(2) $

(3,335) $

93,867 $

- $ 93,867

(1)

During the three month period ended June 30, 2012, the Compa ny recorded a n a dditional is s ued ca pita l and capita l reserve rela ted to the is sua nce of the Compa ny's IPO of America n depos itary sha res , which bega n tra ding on NYSE MKT on April 27, 2012, a nd was offset by cos ts a ss ociated with the

IPO in a ccorda nce with IFRS rules .

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Non-cash:

Acquity Group Limited

Consolidated Statements of Cash Flows - Unaudited

(Amounts in thousands)

Three Month Periods Ended

Working capital adjustments:

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Acquity Group Limited

Reconciliation of Non-IFRS Financial Measures to IFRS Profit - Unaudited (1)

(Amounts in thousands, except per share data)

Three Month Periods Ended

March 31, 2013 March 31, 2012

Three Month Periods Ended

March 31, 2013 March 31, 2012

I

Adjusted profit per share attributable to equity holders of the Company:

Three Month Periods Ended

March 31, 2013 March 31, 2012

Shares used in computing profit per share:

(1)

(2)

(3)

The Company includes these adjusted calcula tions for the three month periods ended Ma rch 31, 2013 and March 31, 2012 because management believes they are us eful to investors in that they provide for greater trans parency with respect to s upplementa l information us ed by mana gement in its financial a nd operational decision ma king.

Accordingly, the Company believes that the presentation of this a nalysis, when used in conjunction with IFRS fina ncia l mea sures , is a useful financia l a nalys is tool tha t can as sist investors in ass es sing the Company's opera ting performa nce and underlying pros pects . This analys is should not be considered in is olation or as a s ubs titute for profit/(loss) prepared in accorda nce with IFRS. This a nalys is, a s well as the other informa tion in this pres s releas e, should be rea d in conjunction with the Compa ny's financial statements and related footnotes contained in the documents that the Company files with the U.S. Securities a nd Exchange Commiss ion.

The three month period ended Ma rch 31, 2012 includes cos ts ass ocia ted with the Compa ny's IPO of American deposita ry sha res, which began trading on NYSE MKT on April 27, 2012. The Company recorded this charge in accordance with IFRS rules , which allow the Company to

(1) fully ca pita lize costs directly attributable to the IPO and (2) capitalize a portion of costs indirectly attributable to the IPO, ba sed on the s ize of the offering.

On Ma y 2, 2012, the Company completed the IPO of its American deposita ry s ha res representing ordina ry s ha res and is now lis ted on NYSE MKT under the s tock s ymbol "AQ." Pursuant to our regis tration s tatement filed with the U.S. Securities and Exchange Commis sion, ea ch America n depos itary share pres ented in the Reconciliation of Non-IFRS Fina ncia l Mea sures to IFRS Profit repres ents two ordina ry sha res outs tanding.

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