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Acquity Group Limited Reports Results for Fourth Quarter and Twelve Months Ended December 31, 2012

March 20, 2013

- Twelve Months Revenues up 32.2% to $141.0 Million -

CHICAGO, March 20, 2013 /PRNewswire/ — Acquity Group Limited (“Acquity Group” or the “Company”) (NYSE MKT: AQ) today reported the following financial results for the fourth quarter and twelve months ended December 31, 2012.

Financial highlights for the three month period ended December 31, 2012, compared to the three month period ended December 31, 2011

  • Revenues increased by $3.2 million, or 10.3%, to $33.8 million, compared to $30.6 million for the three month period ended December 31, 2011.
  • IFRS operating profit was $3.1 million, or 9.1% of revenues, compared to $4.1 million, or 13.5% of revenues, for the three month period ended December 31, 2011.
  • IFRS operating profit, excluding costs associated with our recent initial public offering and amortization of purchased intangible assets was $3.7 million, or 11.0% of revenues, compared to $5.1 million, or 16.8% of revenues, for the three month period ended December 31, 2011. Refer to the “Reconciliation of Non-IFRS Financial Measures to IFRS Profit” in the tables that follow for additional details for all non-IFRS financial measures.
  • We reported an impairment loss of $7.0 million related to our investments in two associate companies.
  • IFRS profit/(loss) attributable to equity holders of the Company was $(4.9) million, or $(0.21) per American depositary share (“ADS”), compared to $1.8 million, or $0.10 per ADS, for the three month period ended December 31, 2011.
  • Non-IFRS adjusted profit attributable to equity holders of the Company was $1.9 million, or $0.08 per ADS, compared to $2.6 million, or $0.14 per ADS, for the three month period ended December 31, 2011.
  • Non-IFRS adjusted EBITDA was $4.4 million for the three month period ended December 31, 2012, compared to $5.7 million for the three month period ended December 31, 2011.
  • As of December 31, 2012, the Company had unrestricted cash and cash equivalents of $36.5 million.

Financial highlights for the twelve month period ended December 31, 2012, compared to the twelve month period ended December 31, 2011

  • Revenues increased by $34.3 million, or 32.2%, to $141.0 million, compared to $106.7 million for the twelve month period ended December 31, 2011.
  • IFRS operating profit increased by $5.0 million, or 31.2%, to $20.8 million, or 14.7% of revenues, compared to $15.8 million, or 14.8% of revenues, for the twelve month period ended December 31, 2011.
  • IFRS operating profit, excluding costs associated with our recent initial public offering and amortization of purchased intangible assets, increased by $5.9 million, or 30.1%, to $25.5 million, or 18.0% of revenues, compared to $19.6 million, or 18.3% of revenues, for the twelve month period ended December 31, 2011.
  • We reported an impairment loss of $7.0 million related to our investments in two associate companies.
  • IFRS profit attributable to equity holders of the Company was $3.3 million, or $0.15 per ADS, compared to $8.6 million, or $0.46 per ADS, for the twelve month period ended December 31, 2011.
  • Non-IFRS adjusted profit attributable to equity holders of the Company increased by $1.9 million, or 17.3%, to $13.3 million, or $0.61 per ADS, compared to $11.4 million, or $0.61 per ADS, for the twelve month period ended December 31, 2011.
  • Non-IFRS adjusted EBITDA increased by $6.5 million, or 30.8%, to $27.8 million for the twelve month period ended December 31, 2012, compared to $21.3 million for the twelve month period ended December 31, 2011.

“We grew the business substantially in 2012 amidst uncertain macro-economic conditions in the second half of the year,” said Christopher Dalton, Chief Executive Officer of Acquity Group. While our fourth quarter performance was impacted by these challenging conditions, we are seeing positive trends as we close the first quarter that are supporting our objectives for 2013.”

Mr. Dalton added, “We are entering the new year with improvements in our corporate structure that will keep us focused on our core business, three new markets in Ottawa, Toronto and Atlanta along with new senior talent with a significant depth of experience, a strong business strategy, pipeline and value proposition driving our long-term growth.”

Fourth Quarter 2012 Financial Results

Three months ended December 31, 2012 compared to three months ended December 31, 2011

Revenues increased by $3.2 million, or 10.3%, to $33.8 million for the three month period ended December 31, 2012, from $30.6 million for the three month period ended December 31, 2011. Revenues continued to grow due to strong demand seen in the market place for the Company’s expertise and focused approach to delivering customer value.

Cost of revenues increased by $2.4 million to $20.1 million for the three month period ended December 31, 2012, from $17.7 million for the three month period ended December 31, 2011, which was primarily driven by continued organic growth of our staff to accommodate the demand for our services. These costs increased as a percentage of revenues to 59.5% for the three month period ended December 31, 2012, from 57.9% for the three month period ended December 31, 2011.

Selling and marketing expenses increased by $0.5 million to $2.6 million for the three month period ended December 31, 2012, from $2.1 million for the three month period ended December 31, 2011. These costs increased as a percentage of revenues to 7.7% for the three month period ended December 31, 2012, from 6.9% for the three month period ended December 31, 2011. This result was due to continued investment in business development as we plan for continued growth.

Administrative expenses increased by $1.7 million to $8.0 million for the three month period ended December 31, 2012, from $6.3 million for the three month period ended December 31, 2011. These costs increased as a percentage of revenues to 23.8% for the three month period ended December 31, 2012, from 20.5% for the three month period ended December 31, 2011. The increase was primarily due to an increase in operations headcount in order to support the planned growth of our business.

Equity in losses of associate companies, prior to the impairment of associate companies, was $0.2 million for the three month period ended December 31, 2012, compared to $0.5 million for the three month period ended December 31, 2011.

Impairment losses related to our investments in two associate companies were $7.0 million for the three month period ended December 31, 2012. In the fourth quarter, the board of directors, based on continued operational losses at the two associate companies and significant uncertainty in the respective business plans, determined to pursue strategic alternatives with these investments. As part of these considerations, the Company believed that indicators of the investment impairment were present. For the Huaren Commercial Trading, Co. business, the Company engaged an independent valuation firm to determine the fair value of its investment. Based on the results of this valuation, the Company reduced the carrying value of its investment to zero and recorded a $6.3 million impairment loss. For Digital Li-Ning Company Limited, the Company carried out a net realizable value analysis based on a liquidation scenario and recorded an impairment loss of $0.7 million, based on the difference between the carrying amount of investment and the expected net realizable value of $0.2 million.

Income tax expense was $1.4 million and $1.9 million for the three month periods ended December 31, 2012 and 2011, respectively. Excluding the effect of the impairment losses on associate companies in 2012, our effective tax rate was 48.9% and 53.3% for the three month periods ended December 31, 2012 and 2011, respectively.

Twelve months ended December 31, 2012 compared to twelve months ended December 31, 2011

Revenues increased by $34.3 million, or 32.2%, to $141.0 million for the twelve month period ended December 31, 2012, from $106.7 million for the twelve month period ended December 31, 2011. Revenues increased as a result of our continued focus on being one of the best providers in Brand eCommerce(TM) and Digital Marketing service capabilities and our ability to continue to secure new accounts that are committed to the digital channel.

Cost of revenues increased by $18.6 million to $79.1 million for the twelve month period ended December 31, 2012, from $60.5 million for the twelve month period ended December 31, 2011, which was primarily driven by organic growth of our staff to accommodate the demand for our services. These costs decreased as a percentage of revenues to 56.1% for the twelve month period ended December 31, 2012, from 56.8% for the twelve month period ended December 31, 2011.

Selling and marketing expenses increased by $1.6 million to $9.4 million for the twelve month period ended December 31, 2012, from $7.8 million for the twelve month period ended December 31, 2011. These costs decreased as a percentage of revenues to 6.7% for the twelve month period ended December 31, 2012, from 7.3% for the twelve month period ended December 31, 2011. This improvement as a percentage of revenues was the result of leveraging our sales force.

Administrative expenses increased by $8.3 million to $29.6 million for the twelve month period ended December 31, 2012, from $21.3 million for the twelve month period ended December 31, 2011. These costs were 21.0% and 20.0% of revenues for the twelve month periods ended December 31, 2012 and 2011, respectively. The increase as a percentage of revenues was primarily due to an increase in operations headcount in order to support the overall growth and strategic initiatives of our business.

Equity in losses of associate companies was $1.4 million for the twelve month period ended December 31, 2012, compared to $1.0 million for the twelve month period ended December 31, 2011.

Impairment losses related to our investments in two associate companies was $7.0 million for the twelve month period ended December 31, 2012 as discussed above.

Income tax expense was $9.9 million and $6.5 million for the twelve month periods ended December 31, 2012 and 2011, respectively. Excluding the effect of the impairment losses on associate companies in 2012, our effective tax rate was 50.9% and 43.7% for the twelve month periods ended December 31, 2012 and 2011, respectively. The increase for the twelve month period ended December 31, 2012, compared to the twelve month period ended December 31, 2011 was primarily attributable to the impact of non-deductible costs related to our initial public offering (“IPO”) and losses from non-U.S. operations for which no tax benefit was available.

First Quarter 2013 Outlook

The Company currently expects the following financial results for the first quarter of 2013:

  • Revenues are expected to be at or above $33.5 million; and
  • IFRS operating profit margin, excluding amortization of purchased intangible assets, is expected to be at or above 7.5%.

Webcast and Conference Call

A conference call and webcast have been scheduled for 4:30 p.m. EDT today to discuss these results. Details of the conference call are as follows:

    Date:              Wednesday, March 20, 2013

    Time:              4:30 p.m. EDT (please dial in by 4:15 p.m.)

    Dial-In #:         (800) 901-5241 U.S. & Canada

                       +1(617) 786-2963 International

    Confirmation code:                                             23348258

Alternatively, the conference call will be available via webcast at www.acquitygroup.com by clicking on the “Investors” tab.

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, costs associated with its initial public offering, equity in losses of its associates, acquisition costs and other related charges, 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, rather, 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. In particular, the section entitled “First Quarter 2013 Outlook” in this announcement consists of forward-looking statements. 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 Limited

Acquity Group Limited is a leading Brand eCommerce(TM) 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 Limited has served more than 600 companies and their global brands through thirteen offices in North America. For more information about Acquity Group Limited, visit www.acquitygroup.com.

                                                                                  Acquity Group Limited

                                                               Consolidated Statements of Comprehensive Income - Unaudited

                                                                      (Amounts in thousands, except per share data)

                                                                                                                                             Three Month Periods Ended                                    Twelve Month Periods Ended
                                                                                                                                             -------------------------                                    --------------------------

                                                                                                                                                       December 31, 2012                       December 31, 2011                                    December 31, 2012         December 31, 2011
                                                                                                                                                 -----------------                        -----------------                                    -----------------        -----------------

         Revenues                                                                                                                                                     $33,788      100.0%                                             $30,641                    100.0%                     $141,011  100.0% $106,655  100.0%

         Cost of revenues                                                                                                                                              20,088       59.5%                                              17,730                     57.9%                       79,148   56.1%   60,543   56.8%
                                                                                                                                                                       ------       ----                                               ------                     ----                        ------   ----    ------   ----

           Gross profit                                                                                                                                                13,700       40.5%                                              12,911                     42.1%                       61,863   43.9%   46,112   43.2%

         Selling and marketing expenses                                                                                                                                 2,601        7.7%                                               2,125                      6.9%                        9,401    6.7%    7,750    7.3%

         Administrative expenses                                                                                                                                        8,040       23.8%                                               6,292                     20.5%                       29,590   21.0%   21,336   20.0%

         Costs associated with initial public offering                                                                                                                      -        0.0%                                                 354                      1.2%                        2,120    1.5%    1,207    1.1%

              Operating profit                                                                                                                                          3,059        9.1%                                               4,140                     13.5%                       20,752   14.7%   15,819   14.8%

         Other non-operating expense                                                                                                                                       (2)       0.0%                                                   -                      0.0%                           (2) (0.0%)        -    0.0%

         Finance income/(costs), net                                                                                                                                        6        0.0%                                                  (7)                   (0.0%)                           15    0.0%       26    0.0%

         Equity in losses of associates                                                                                                                                  (173)      -0.5%                                                (508)                   (1.7%)                       (1,388) (1.0%)   (1,038) (1.0%)

         Impairment losses in associates                                                                                                                               (6,970)     -20.6%                                                   -                      0.0%                       (6,970) (4.9%)        -    0.0%
                                                                                                                                                                       ------      -----                                                  ---                      ---                        ------  -----       ---    ---

           Profit/(loss) before tax                                                                                                                                    (4,080)     -12.1%                                               3,625                     11.8%                       12,407    8.8%   14,807   13.9%

         Income tax expense                                                                                                                                             1,413        4.2%                                               1,932                      6.3%                        9,870    7.0%    6,472    6.1%
                                                                                                                                                                        -----        ---                                                -----                      ---                         -----    ---     -----    ---

            Profit/(loss)                                                                                                                                             $(5,493)     -16.3%                                              $1,693                      5.5%                       $2,537    1.8%   $8,335    7.8%
                                                                                                                                                                      =======      =====                                               ======                      ===                        ======    ===    ======    ===

         Profit/(loss) attributable to:

            Equity holders of the Company                                                                                                                             $(4,922)     -14.6%                                              $1,804                      5.9%                       $3,254    2.3%   $8,607    8.1%

            Non-controlling interests                                                                                                                                    (571)      -1.7%                                                (111)                   (0.4%)                         (717) (0.5%)     (272) (0.3%)

            Profit/(loss)                                                                                                                                             $(5,493)     -16.3%                                              $1,693                      5.5%                       $2,537    1.8%   $8,335    7.8%
                                                                                                                                                                      =======      =====                                               ======                      ===                        ======    ===    ======    ===

         Other comprehensive income:

            Profit/(loss)                                                                                                                                             $(5,493)     -16.3%                                              $1,693                      5.5%                       $2,537    1.8%   $8,335    7.8%

            Currency translation differences                                                                                                                               15        0.0%                                                  29                      0.1%                          (96) (0.1%)      102    0.1%
                                                                                                                                                                          ---        ---                                                  ---                      ---                           ---  -----       ---    ---

            Comprehensive profit/(loss)                                                                                                                               $(5,478)     -16.2%                                              $1,722                      5.6%                       $2,441    1.7%   $8,437    7.9%
                                                                                                                                                                      =======      =====                                               ======                      ===                        ======    ===    ======    ===

          Total comprehensive profit/(loss) attributable
          to:

            Equity holders of the Company                                                                                                                             $(4,879)     -14.4%                                              $1,827                      6.0%                       $3,186    2.3%   $8,675    8.1%

            Non-controlling interests                                                                                                                                    (599)      -1.8%                                                (105)                   (0.3%)                         (745) (0.5%)     (238) (0.2%)
                                                                                                                                                                         ----       ----                                                 ----                    -----                          ----  -----      ----  -----

            Comprehensive profit/(loss)                                                                                                                               $(5,478)     -16.2%                                              $1,722                      5.6%                       $2,441    1.7%   $8,437    7.9%
                                                                                                                                                                      =======      =====                                               ======                      ===                        ======    ===    ======    ===

         Profit/(loss) per share attributable to equity holders of the Company:

            American depositary shares (1)                                                                                                                             $(0.21)                                                          $0.10                                                  $0.15            $0.46

            Ordinary shares                                                                                                                                            $(0.10)                                                          $0.05                                                  $0.07            $0.23

         Shares used in computing profit per share:

            American depositary shares (1)                                                                                                                           23,516.4                                                        18,738.6                                               21,989.1         18,738.6

            Ordinary shares                                                                                                                                          47,032.8                                                        37,477.3                                               43,978.2         37,477.3

     (1)  On May 2, 2012, the Company completed the initial public offering of its American depositary shares representing ordinary shares and is now listed on NYSE MKT under the
          stock symbol "AQ."  Pursuant to our registration statement filed with the U.S. Securities and Exchange Commission, each American depositary share presented in the
          consolidated statement of comprehensive income represents two ordinary shares outstanding.


                                                                  Acquity Group Limited

                                                Consolidated Statements of Financial Position - Unaudited

                                                                 (Amounts in thousands)

                                                                                                          December 31, 2012           December 31, 2011
                                                                                                          -----------------           -----------------

     Assets

     Non-current assets:

     Property and equipment, net                                                                                              $5,872                     $3,648

     Intangible assets                                                                                                        23,849                     26,428

     Other non-current assets                                                                                                     87                         74

     Investment in associates                                                                                                    189                      3,887

     Deferred tax assets                                                                                                       5,985                      4,521
                                                                                                                               -----                      -----

                                                                                                                              35,982                     38,558

     Current assets:

     Trade receivables                                                                                                        26,641                     19,906

     Unbilled receivables                                                                                                      9,865                      8,056

     Due from customers under fixed-price contracts                                                                               62                        456

     Prepayments and other receivables                                                                                         1,852                      3,186

     Restricted cash                                                                                                               -                      2,600

     Cash and cash equivalents                                                                                                36,454                      6,875
                                                                                                                              ------                      -----

                                                                                                                              74,874                     41,079
                                                                                                                              ------                     ------

     Total assets                                                                                                           $110,856                    $79,637
                                                                                                                            ========                    =======

     Equity and liabilities

     Equity:

     Issued capital                                                                                                               $5                         $4

     Capital reserve                                                                                                          96,577                     71,030

     Other comprehensive income                                                                                                    -                         68

     Retained profit/(loss)                                                                                                   (4,159)                    (7,413)

     Equity attributable to equity holders of the Company                                                                     92,423                     63,689

     Non-controlling interests                                                                                                     -                        745
                                                                                                                                 ---                        ---

     Total equity                                                                                                             92,423                     64,434

     Non-current liabilities:

     Other non-current liabilities                                                                                             6,590                      5,379
                                                                                                                               -----                      -----

                                                                                                                               6,590                      5,379

     Current liabilities:

     Trade payables                                                                                                            2,343                      1,589

     Other payables and accruals                                                                                               8,508                      8,159

     Due to customers under fixed-price contracts                                                                                154                         41

     Accrued income taxes                                                                                                        838                         35

                                                                                                                              11,843                      9,824
                                                                                                                              ------                      -----

     Total liabilities                                                                                                        18,433                     15,203
                                                                                                                              ------                     ------

     Total equity and liabilities                                                                                           $110,856                    $79,637
                                                                                                                            ========                    =======

                                                                                                                                                                                                                                             Acquity Group Limited

                                                                                                                                                                                                                           Consolidated Statements of Changes in Equity - Unaudited

                                                                                                                                                                                                                                            (Amounts in thousands)

                                                                                                                                              Issued capital                                      Capital reserve                             Other comprehensive income            Retained profit/           Equity attributable to equity holders of Company Non-controlling interests      Total equity
                                                                                                                                                                                                                                                                                        (losses)
                                                                                                                                                                                                                                                                                        -------

         As of 1 January 2011                                                                                                                                       $4                                            $71,030                             $                      -                       $(16,020)                                         $55,014                           $983               $55,997

         Profit/(loss) for the period                                                                                                                                -                                                  -                                                    -                          8,607                                            8,607                           (272)                8,335

         Other comprehensive income                                                                                                                                  -                                                  -                                                   68                              -                                               68                             34                   102

         Total for the period                                                                                                                                        -                                                  -                                                   68                          8,607                                            8,675                           (238)                8,437

         As of 31 December 2011                                                                                                                                     $4                                            $71,030                                                  $68                        $(7,413)                                         $63,689                           $745               $64,434

         Profit/(loss) for the period                                                                                                                                -                                                  -                                                    -                          3,254                                            3,254                           (717)                2,537

         Other comprehensive income                                                                                                                                  -                                                  -                                                  (68)                             -                                              (68)                           (28)                  (96)

         Issuance of American depositary shares (1)                                                                                                                  1                                             28,666                                                    -                              -                                           28,667                              -                28,667

         American depositary shares offering costs (1)                                                                                                               -                                             (3,119)                                                   -                              -                                           (3,119)                             -                (3,119)

         Total for the period                                                                                                                                        1                                             25,547                                                  (68)                         3,254                                           28,734                           (745)               27,989

         As of 31 December 2012                                                                                                                                     $5                                            $96,577                             $                      -                        $(4,159)                                         $92,423              $               -               $92,423

     (1)  During the three month period ended June 30, 2012, the Company recorded an additional issued capital and capital reserve related to the issuance of the Company's IPO of American depositary
          shares, which began trading on NYSE MKT on April 27, 2012, and was offset by costs associated with the IPO in accordance with IFRS rules.

                            Acquity Group Limited

                Consolidated Statements of Cash Flows - Unaudited

                           (Amounts in thousands)

                                                                                                                                  Twelve Month Periods Ended
                                                                                                                                  --------------------------

                                                                                                                                      December 31, 2012                         December 31, 2011
                                                                                                                                      -----------------                         -----------------

     Operating activities:

                Profit before tax                                                                                       $12,407                                       $14,807

                 Adjustments to reconcile profit before tax to net
                 cash flows from operating activities:

                                Non-cash:

                                                              Depreciation of property and equipment                                                          2,200                                 1,436

                                                              Amortization of intangible assets and straight-line rent                                        2,650                                 2,592

                                                              Impairment losses in associates                                                                 6,970                                     -

                                                              Impairment loss of trade receivables                                                              271                                    21

                                                              Finance costs, net                                                                                (15)                                  (26)

                                                              Other                                                                                               2                                     -

                                                              Equity in losses of associates                                                                  1,388                                 1,038

                                Working capital adjustments:

                                                              Trade receivables and unbilled receivables                                                     (8,815)                              (10,542)

                                                              Due from customers under fixed-price contracts                                                    394                                   451

                                                              Prepayment and other receivables                                                                 (172)                                 (646)

                                                              Trade payables                                                                                    754                                   447

                                                              Other payables and accruals                                                                       428                                 2,736

                                                              Due to customers under fixed-price contracts                                                      113                                    41

                                                              Other non-current assets                                                                          (13)                                  (18)

                                                              Other non-current liabilities                                                                       -                                    66

                                Interest received                                                                              -                                            87

                                Income tax paid                                                                           (8,594)                                       (7,828)
                                                                                                                                                                        ------

     Net cash flows generated from operating activities                                                                  9,968                                         4,662
                                                                                                                         -----                                         -----

     Investing activities:

                Purchase of property and equipment                                                                       (4,424)                                       (2,388)

                Purchase of intangible assets                                                                                 -                                          (158)

                (Increase)/decrease in restricted cash                                                                    2,600                                        (2,600)

                Investment in associates                                                                                 (4,762)                                       (4,822)

                Loan to associate                                                                                             -                                          (247)

     Net cash flows used in investing activities                                                                        (6,586)                                      (10,215)
                                                                                                                        ------                                       -------

     Financing activities:

                 Proceeds from issuance of American depositary
                 shares                                                                                                  28,667                                             -

                 Payment of costs associated with initial public
                 offering                                                                                                (2,470)                                            -

     Net cash flows generated from financing activities                                                                 26,197                                             -
                                                                                                                        ------                                           ---

     Net increase/(decrease) in cash and cash equivalents                                                               29,579                                        (5,553)

      Cash and cash equivalents at the beginning of the
      period                                                                                                             6,875                                        12,428
                                                                                                                         -----                                        ------

     Cash and cash equivalents at the end of the period                                                                $36,454                                        $6,875
                                                                                                                       =======                                        ======

                                                                            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           Twelve Month Periods Ended
                                                                                                                                                                              -------------------------           --------------------------

                                                                                                                                                                                     December 31, 2012                  December 31, 2011                December 31, 2012               December 31, 2011
                                                                                                                                                                                  -----------------                   -----------------               -----------------              -----------------

        IFRS profit/(loss) attributable to equity holders, as reported                                                                                                                                   $(4,922)                              $1,804                        $3,254                          $8,607

        Finance costs, net                                                                                                                                                                                    (6)                                   7                           (15)                            (26)

        Income tax expense                                                                                                                                                                                 1,413                                1,932                         9,870                           6,472

        Depreciation and amortization:

        Property and equipment                                                                                                                                                                               647                                  429                         2,200                           1,436

        Intangible assets                                                                                                                                                                                    644                                  645                         2,579                           2,533

        Costs associated with initial public offering (2)                                                                                                                                                      -                                  354                         2,120                           1,207

        Equity in losses of associates                                                                                                                                                                       173                                  508                         1,388                           1,038

        Impairment losses in associates attributable to equity holders                                                                                                                                     6,426                                    -                         6,426                               -

        Non-IFRS adjusted EBITDA                                                                                                                                                                          $4,375                               $5,679                       $27,822                         $21,267
                                                                                                                                                                                                          ======                               ======                       =======                         =======

                                                                                                                                                                              Three Month Periods Ended           Twelve Month Periods Ended
                                                                                                                                                                              -------------------------           --------------------------

                                                                                                                                                                                  December 31, 2012                   December 31, 2011               December 31, 2012              December 31, 2011
                                                                                                                                                                                  -----------------                   -----------------               -----------------              -----------------

        IFRS operating profit, as reported                                                                                                                                                                $3,059                               $4,140                       $20,752                         $15,819

        Costs associated with initial public offering (2)                                                                                                                                                      -                                  354                         2,120                           1,207

        Amortization of intangible assets                                                                                                                                                                    644                                  645                         2,579                           2,533

        Non-IFRS operating profit                                                                                                                                                                         $3,703                               $5,139                       $25,451                         $19,559
                                                                                                                                                                                                          ======                               ======                       =======                         =======

                                                                                                                                                                              Three Month Periods Ended           Twelve Month Periods Ended
                                                                                                                                                                              -------------------------           --------------------------

                                                                                                                                                                                  December 31, 2012                   December 31, 2011               December 31, 2012              December 31, 2011
                                                                                                                                                                                  -----------------                   -----------------               -----------------              -----------------

        IFRS profit/(loss) attributable to equity holders, as reported                                                                                                                                   $(4,922)                              $1,804                        $3,254                          $8,607

        Costs associated with initial public offering (2)                                                                                                                                                      -                                  354                         2,120                           1,207

        Amortization of intangible assets, net of tax                                                                                                                                                        380                                  393                         1,522                           1,545

        Impairment losses in associates attributable to equity holders                                                                                                                                     6,426                                    -                         6,426                               -

        Non-IFRS adjusted profit                                                                                                                                                                          $1,884                               $2,551                       $13,322                         $11,359
                                                                                                                                                                                                          ======                               ======                       =======                         =======

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

        American depositary shares (3)                                                                                                                                                                     $0.08                                $0.14                         $0.61                           $0.61

        Ordinary shares                                                                                                                                                                                    $0.04                                $0.07                         $0.30                           $0.30

        Shares used in computing profit per share:

        American depositary shares (3)                                                                                                                                                                  23,516.4                             18,738.6                      21,989.1                        18,738.6

        Ordinary shares                                                                                                                                                                                 47,032.8                             37,477.3                      43,978.2                        37,477.3

    (1)  The Company includes these adjusted calculations for the three and twelve month periods ended December 31, 2012 and December 31, 2011 because management believes
         they are useful to investors in that they provide for greater transparency with respect to supplemental information used by management in its financial and
         operational decision making.

         Accordingly, the Company believes that the presentation of this analysis, when used in conjunction with IFRS financial measures, is a useful financial analysis tool
         that can assist investors in assessing the Company's operating performance and underlying prospects. This analysis should not be considered in isolation or as a
         substitute for profit/(loss) prepared in accordance with IFRS. This analysis, as well as the other information in this press release, should be read in
         conjunction with the Company's financial statements and related footnotes contained in the documents that the Company files with the U.S. Securities and Exchange
         Commission.

    (2)  The three and twelve month periods ended December 31, 2012 and December 31, 2011 include costs associated with the Company's IPO of American depositary shares,
         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 capitalize
         costs directly attributable to the IPO and (2) capitalize a portion of costs indirectly attributable to the IPO, based on the size of the offering.

    (3)  On May 2, 2012, the Company completed the initial public offering of its American depositary shares representing ordinary shares and is now listed on NYSE MKT under
         the stock symbol "AQ." Pursuant to our registration statement filed with the Securities and Exchange Commission, each American depositary share presented in the
         Reconciliation of Non-IFRS Financial Measures to IFRS Profit represents two ordinary shares outstanding.

SOURCE Acquity Group LLC


Source: PR Newswire