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Cricket Media (formerly ePals Corporation) 2014 Second Quarter Results

Subscriptions Increase 10%; Content Licensing Revenues Increase 36%

WASHINGTON, DC -- (Marketwired) -- 08/21/14 -- Cricket Media Group Ltd. (TSX VENTURE: CKT) ("Cricket Media" or the "Company") (formerly ePals Corporation) an education media company and global social learning network, today released its operating results for the second quarter ended June 30, 2014. Results were prepared by management in accordance with International Financial Reporting Standards ("IFRS"). All figures are in U.S. dollars unless otherwise stated.

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Three Months Ended June 30 Highlights

  • Media subscriptions increased 10% year-over-year
  • Content licensing revenue increased 36% year-over-year
  • Operating expenses down 27% year-over-year
  • Total revenue of $3.5 million
  • Continued expansion of reach and opportunity for media products through the new Story Bug app and partnership with Fingerprint

"Working with our partners around the world we are expanding the distribution of our award-winning educational content in multiple languages (English, Spanish and Mandarin). This is driving increased engagement within our global child-safe social learning network and more demand for our content," said CEO Katya Andresen. "We completed the second quarter on lower operating expenses while delivering increases in subscriptions, content licensing, and sponsorship and advertising. We look forward to good revenue growth in the second half of the year consistent with the seasonality in our business. "

The total number of Cricket Media subscriptions grew 10% over Q2 2013. Customers increasingly adopted digital products as the Company provided digital subscribers the ability to access Cricket Media products via the platform of their choice -- IOS, Android, or the web. 39% of new customers selected a digital option in Q2 2014, more than double the percentage of Q1 2014 and more than 3 times the percentage in Q2 2013.

Content licensing revenues grew by approximately 36% in Q2 2014 compared to the prior year period driven by new customers and improved contract terms including "umbrella" licensing deals that allow customers to purchase multiple sets of content under a single contract. The Company signed umbrella contracts with two large publishers as of the end of the second quarter. In addition, in July 2014 a new broad multi-year content licensing agreement was signed with global education publisher Houghton Mifflin Harcourt (HMH) under which Cricket Media will supply HMH with content from across its portfolio of acclaimed children's magazines and K-12 multimedia offerings for use throughout HMH's comprehensive range of curriculum materials for grades of all levels around the world.

Cricket Media expects to launch key new products in the second half of 2014 through the partnerships it formed earlier in the year with Fingerprint and Kindoma. The expansion of media offerings resulting from these new agreements is expected to drive increases in consumer subscription and commerce revenue. The Company expects to expand mobile access to Cricket Media content by launching its Story Bug app, part of its Kindoma partnership, during the third quarter. The Story Bug app combines a shared reader with video chat to enable family members to remotely read Cricket Media content together using an iPhone or iPad. The Company also expects to launch, in partnership with Fingerprint, a custom, Cricket Media-branded platform that enables family members and other parent-approved users of Cricket Media's existing portfolio of digital magazine apps to communicate and collaborate around engaging, educational experiences.

The Company's expanded partnership with the Smithsonian resulted in increased onsite engagement time and a doubling of participation levels over 2013 in the Smithsonian "Invent It" challenge which allows K-12 participants to devise inventions that solve real world problems. The Company also completed for the Smithsonian Center for Folklife and Cultural Heritage a curricula and virtual, global exchange for K-12 students under which more than 100 student films were submitted from seven countries. In addition to increasing the overall time onsite compared to prior periods, the content (including video content) generated during these challenges was added to Cricket Media's digital library.

The Company's China media partner, Neumedias, is completing the first Chinese translations of the Company's interactive digital media products for online distribution throughout China. The initial content targeted for release in Fall of 2014 will include nearly 40 issues and the offering will continue to be expanded with each progressive publication as it is developed by Cricket Media. Four publication brands of dual English-Chinese language apps and content for toddlers and young children will be offered on smartphones, tablets and smart TVs through Neumedias' NeuStore digital media platform. Neumedias is a digital publishing company owned by Neusoft Holdings, an affiliate of Neusoft Corp, one of the largest information services and systems companies in China. This partnership between Cricket Media and Neumedias builds on the relationship in China between Cricket Media and the Neusoft family of companies, which includes the NeuPals joint venture providing Chinese schools with an online platform for collaborative learning.

Q2 Financial Review

Total revenue for the three months ended June 30, 2014 was $3.5 million compared to $3.4 million for the three months ended June 30, 2013. Licensing revenue, which consists of content licensing and legacy enterprise licensing revenue, increased $47,000, or 12%, from approximately $379,000 to approximately $426,000 for the second quarter of 2014 compared to the prior year period driven by new content licensing deals with new and existing customers partially offset by a continuing decline in the legacy enterprise licensing revenue. Sponsorship and advertising revenue increased $71,000, or 27%, during the second quarter of 2014 compared to the prior year period due to an increase in sponsorship revenues generated from the Company's partnership agreements during the current year, partially offset by a decrease in advertising revenues driven by lower cost per thousand impressions (CPMs). Subscription revenues of $2.4 million for the three months ended June 30, 2014 were essentially flat compared to the prior year period. While a 10% increase in subscriptions drove a modest increase in revenues, the increase was offset by a lower average subscription price. The lower average subscription price is the result of a strategy to more aggressively acquire new subscribers in an effort to increase exposure to the Company's full family of subscription products and other products. Commerce revenue decreased approximately $37,000, or 11%, from approximately $329,000 to approximately $292,000 during the second quarter of 2014 compared to the prior year period primarily due to a decrease in book sales.

Operating expenses for the second quarter of 2014 were $7.2 million, a decrease of approximately $2.6 million, or 27%, compared to $9.8 million during the prior year period primarily due to the Company's expense reduction initiatives which included focusing on near term revenue opportunities, streamlining senior management, and identifying outsourcing opportunities. This decrease was reflected in lower marketing and promotion expenses, operations and support costs, general and administrative costs and technology, research and development expenses.

Operating expenses by category for the second quarter of 2014 compared to the second quarter of 2013 are as follows (dollars in thousands):

                               ==========  ========== ==========  =========
                                 Three months ended
                                      June 30,         Increase
Operating Expense Detail          2014        2013    (Decrease)      %
                               ==========  ========== ==========  =========
(dollars in thousands, except
 share and per share data)
Cost of sales                  $    2,206  $    2,286 $      (80)        -3%
Technology, research and
 development                        1,210       1,374       (164)       -12%
Operations and support                740       1,230       (490)       -40%
General and administrative          1,721       2,000       (279)       -14%
Marketing and promotion
 expenses                             886       1,963     (1,077)       -55%
Stock-based compensation               96         470       (374)       -80%
Depreciation & amortization           310         334        (24)        -7%
Change in estimated fair value
 of acquisition share
 consideration                        (91)          -        (91)       N/A
Transaction costs related to
 financing                              9           8          1         13%
Loss on investment in NeuPals          79         107        (28)       -26%
                               ----------  ---------- ----------
Total operating expenses       $    7,166  $    9,772 $   (2,606)       -27%
                               ==========  ========== ==========  =========

  • Marketing and promotion expenses decreased primarily due to the Company's cost containment initiatives, as well as strategic decisions to align spending based on the Company's current financing activities.
  • Operations and support costs decreased as a result of reduced expenses relating to consultants and other contractors primarily related to the de-emphasis of the Company's European operations.
  • General and administrative expenses decreased primarily due to reductions in headcount and consulting costs partially offset by an increase in legal expenses in the current quarter.
  • Technology, research and development costs decreased primarily due to a reduction in headcount for both employees and consultants, as well as the outsourcing of technology development work.
  • Stock-based compensation decreased primarily due to a reduction in number and fair value of awards vested to the Company's employees.

At June 30, 2014 Cricket Media had approximately $485,000 in cash and cash equivalents. Subsequent to quarter-end, the Company raised an additional $2.6 million through borrowings under its revolving credit facility for general corporate purposes and working capital.

Net loss for the second quarter of 2014 was $5.5 million, or $(0.37) per share, compared to a net loss of $6.0 million, or $(0.93) per share for the prior year period. This decrease in net loss was primarily due to the factors discussed above offset by an increase in foreign currency exchange gains, lower gains associated with the change in fair value of derivatives and increased interest expense related to additional debentures issued during the third quarter of 2013. The amounts for net loss per share include adjustments to weighted average common shares outstanding related to the 25:1 share consolidation that took place during July 2014.

As of August 15, 2014, Cricket Media had a total of 17,546,446 common shares outstanding, of which 4,838,629 are voting common shares and 12,707,817 are restricted voting common shares.

About Cricket Media

Cricket Media (TSX VENTURE: CKT) is an education media company that provides award-winning content on a safe and secure learning network for children, families and teachers across the world. Cricket Media's 14 popular media brands for toddlers to teens include Babybug, Ladybug, Cricket® and Cobblestone® with multiple language editions and apps in English, Spanish and Chinese. The Company's innovative web-based K12 tools for school and home include the ePals® community and virtual classroom for global collaboration as well as In2Books®, a Common Core eMentoring program that builds reading, writing and critical thinking skills. Cricket Media serves approximately one million classrooms and millions of teachers, students and parents in over 200 countries and territories through its products and services. Cricket Media also licenses its content and platform to top publishing and educational companies worldwide. For more information, please visit www.Cricketmag.com, www.ePals.com and www.In2Books.com.

Cautionary Statement Regarding Forward-Looking Information
Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws, including statements with respect to customers, ventures; partnerships; contributions and/or prospects of one or more of the Company's business lines; the Company's strategy, prospects and success in pursuing domestic or international markets; and the Company's anticipated plans to increase its subscriptions, revenue, sales and ARPU. These statements relate to future events or future performance. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is necessarily based upon a number of assumptions and factors that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Those assumptions and factors are based on information currently available to the Company. Such material factors and assumptions include, but are not limited to: the Company's ability to execute on its business plan; the acceptance of the Company's products and services by customers globally; that the Company's affiliated entities will be able to secure distribution partners for sale of the Company's products and services; the Company's subjective assessment of the likelihood of success of a sales lead or opportunity; that sales will be completed at or above estimated margins; that the demand for secure email communication as well as education media related products domestically, in Europe and in China will continue to grow; that the demand for the Company's products and services globally will develop and grow; the receipt of all requisite regulatory approvals throughout venture territories for the sale of the Company's products and services; the availability of additional financing, if and when required and market conditions generally. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. The forward-looking information contained in this press release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

                          Cricket Media Group Ltd.
                        (formerly ePals Corporation)
      Condensed Consolidated Interim Statements of Financial Position
                    June 30, 2014 and December 31, 2013

                                                   June 30,    December 31,
                                                      2014         2013
                                                 ------------  ------------
Current assets
  Cash & cash equivalents                        $    485,245  $  3,641,985
  Accounts receivable, net of allowance for
   doubtful accounts                                1,045,336     1,265,834
  Inventory                                           546,928       538,163
  Other current assets                              1,032,579     1,139,455
                                                 ------------  ------------
    Total current assets                            3,110,088     6,585,437

Property and equipment, net                           355,043       449,208
Investment in NeuPals                                 643,166       811,929
Goodwill                                           14,475,807    14,419,953
Other intangible assets, net                        7,782,186     7,876,341
Restricted cash                                        75,966        75,966
Other assets                                           52,056        63,503
                                                 ------------  ------------

    Total assets                                 $ 26,494,312  $ 30,282,337
                                                 ============  ============
 Liabilities and Stockholders' Equity (Deficit)
Current liabilities
  Accounts payable and accrued expenses          $  5,366,043  $  6,216,975
  Accrued interest                                    617,714       712,591
  Acquisition consideration liabilities, current      280,373       584,178
  Deferred revenue, current                         4,059,378     6,422,165
  Bank line-of-credit                               1,500,000     1,500,000
  Notes payable to related parties                    500,118     1,500,000
  Finance lease obligations, current                   60,563        65,716
  Other current liabilities                           161,504        90,795
                                                 ------------  ------------
    Total current liabilities                      12,545,693    17,092,420

Secured convertible debentures                     19,666,912    18,399,596
Deferred revenue, less current portion                573,813       851,854
Finance lease obligations, less current portion        88,934       117,507
Other liabilities                                      11,440        11,440
                                                 ------------  ------------

    Total liabilities                              32,886,792    36,472,817
                                                 ------------  ------------

Commitments and contingencies

Stockholders' equity (deficit)
  Share capital                                   112,121,839   104,912,731
  Additional paid-in capital                        8,507,993     7,352,232
  Accumulated deficit                             (125,404,59   (116,809,68
                                                            6)            1)
  Unvested voting common stock                              -        (1,876)
  Accumulated other comprehensive loss               (125,668)     (151,838)
  Less: Treasury stock (28,800 shares)             (1,492,048)   (1,492,048)
                                                 ------------  ------------

    Total stockholders' equity (deficit)           (6,392,480)   (6,190,480)
                                                 ------------  ------------

    Total liabilities and stockholders' equity
     (deficit)                                   $ 26,494,312  $ 30,282,337
                                                 ============  ============

                          Cricket Media Group Ltd.
                        (formerly ePals Corporation)
      Condensed Consolidated Interim Statements of Comprehensive Loss
       Three and Six months Ended June 30, 2014 and 2013 (Unaudited)

                           Three Months Ended          Six Months Ended
                                June 30,                   June 30,
                            2014         2013         2014         2013
                        -----------  -----------  -----------  ------------

Revenue                 $ 3,464,947  $ 3,375,003  $ 8,083,627     7,992,061

Operating expenses:
  Cost of sales           2,205,523    2,285,875  $ 4,720,022     5,143,851
  Technology, research
   & development costs    1,210,221    1,374,444    2,340,671     2,843,156
  Operations and
   support expenses         739,973    1,229,677    1,606,949     2,447,535
  General and
   expenses               1,720,885    1,999,856    3,301,368     3,663,215
  Marketing and
   promotion expenses       885,923    1,963,656    1,739,400     3,604,982
   compensation              95,846      469,757      248,527     1,109,123
  Depreciation &
   amortization             309,802      333,855      628,587       649,750
  Loss on investment in
   NeuPals                   79,518      106,856      168,763       135,125
  Financing transaction
   costs                      8,565        7,820       12,816        26,055

  Change in estimated
   fair value of
   acquisition share
   consideration            (90,521)           -      (90,521)            -
                        -----------  -----------  -----------  ------------
Total operating
 expenses                 7,165,735    9,771,796   14,676,582    19,622,792

                        -----------  -----------
Loss from operations     (3,700,788)  (6,396,793)  (6,592,955)  (11,630,731)

Other income (expense):
  Gain from change in
   fair value of
   derivatives                4,750      748,000       63,750     3,027,000
  Interest expense, net  (1,107,878)    (860,355)  (2,135,570)   (1,414,919)
  Other income               45,064            -       52,571             -
  Net foreign currency
   exchange gains          (722,210)     492,574       17,289       627,794
                        -----------  -----------  -----------  ------------

Net loss                 (5,481,062)  (6,016,574)  (8,594,915)   (9,390,856)

Other comprehensive
 income (loss):
  Items that may be
   reclassfied into net
    Foreign currency
     translation             (2,587)      (7,928)      26,170        26,838
                        -----------  -----------  -----------  ------------

Total comprehensive
 loss                   $(5,483,649) $(6,024,502) $(8,568,745) $ (9,364,018)
                        ===========  ===========  ===========  ============

Net loss per common
Basic and diluted       $     (0.37) $     (0.93) $     (0.63) $      (1.45)
                        ===========  ===========  ===========  ============

Weighted average number
 of common shares:
Basic and diluted        14,833,435    6,498,388   13,584,439     6,470,658
                        ===========  ===========  ===========  ============

                         Cricket Media Group, Ltd.
                        (formerly ePals Corporation)
                   Consolidated Statements of Cash Flows
            Six Months Ended June 30, 2014 and 2013 (Unaudited)

                                                  Six Months Ended June 30,
                                                     2014          2013
                                                 ------------  ------------
Cash flows from operating activities:
  Net loss                                       $ (8,594,915) $ (9,390,856)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Gain from change in fair value of
     derivatives                                      (63,750)   (3,027,000)
    Depreciation and amortization                     628,587       649,750
    Stock-based compensation                          248,527     1,109,123
    Bad debt expense                                 (155,632)       25,198
    Loss on investment in NeuPals                     168,763       135,125
    Amortization of financing costs from
     debentures                                     1,265,363       862,316
    Net foreign currency exchange (gains) losses      (17,289)     (627,794)
    Restricted share vesting                            1,876         1,876
    Change in estimated fair value of
     acquisition consideration                        (90,521)            -
    Changes in operating assets and liabilities:
      Accounts receivable                             299,596       684,995
      Inventory                                        (8,765)      (79,964)
      Other current assets                            106,877        96,485
      Accounts payable and accrued expenses          (945,809)      187,049
      Deferred revenue                             (2,640,828)   (2,067,639)
      Other                                           (19,532)        5,514
                                                 ------------  ------------
        Total adjustments                          (1,222,537)   (2,044,966)
                                                 ------------  ------------

        Net cash used in operating activities      (9,817,452)  (11,435,822)
                                                 ------------  ------------

Cash flows from investing activities:
  Cash paid for acquisitions                          (48,226)            -
  Purchases of equipment                                    -      (326,525)
  Increase in intangible and other assets            (307,167)     (228,180)
                                                 ------------  ------------

        Net cash used in investing activities        (355,393)     (554,705)
                                                 ------------  ------------

Cash flows from financing activities:
  Proceeds from secured convertible debentures,
   net of expenses                                          -     7,162,336
  Proceeds from notes payable to related parties    4,200,118     1,500,000
  Proceeds from private placement, net of
   expenses                                         2,452,806             -
  Payments on finance lease obligations               (36,829)      (40,830)
  Proceeds from finance lease obligations                   -       163,742
  Proceeds from exercise of stock warrants            399,882             -
                                                 ------------  ------------

        Net cash provided by financing
         activities                                 7,015,977     8,785,248
                                                 ------------  ------------

  Decrease in cash and equivalents                 (3,156,868)   (3,205,279)

  Effect of exchange rates on cash                        128        (6,116)

  Cash & cash equivalents at the beginning of
   the period                                       3,641,985     3,948,499
                                                 ------------  ------------
  Cash & cash equivalents at the end of the
   period                                        $    485,245  $    737,104
                                                 ============  ============

Non-cash financing activities:
  Issuance of common shares in connection with
   acquisition consideration liabilities         $    150,000  $          -
  Issuance of common shares related to credit
   facility with related party                      5,200,000             -

Supplemental disclosures of cash flow
  Cash paid for interest                         $    941,455  $    451,801
  Cash paid for income taxes                            9,500        24,193

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"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.