• 29.05.2008

    Iconic Doughnut Company to Leverage Cutting-Edge Digital Marketing Platform to Grow Brand in Australia

    Dubai - May 29, 2008 – 100% privately owned Krispy Kreme Australia, Area Developer Australia & New Zealand for the iconic US Krispy Kreme Doughnut Company, one of the world’s best known and loved doughnut brands, has engaged Sputnik Agency, Australian entity of KIT digital as its online/digital marketing agency to help grow the next phase of the Krispy Kreme brand in Australia, as it approaches its five year milestone in the local market. <>
    KIT digital provides IPTV enablement technology and video-centric interactive marketing solutions to global brands looking to communicate in new and innovative ways. Through Sputnik Agency, KIT digital’s marketing solutions division, Krispy Kreme Australia has already begun to reap the benefits of an aggressive, creative campaign designed to grow its online community.

    To kick-off the partnership, Sputnik Agency developed a unique email campaign that incorporated the iconic Krispy Kreme Original Glazed™ doughnut, fashioned from the names of the Krispy Kreme Australia’s Facebook friends, to create an virtual “honour roll”. The campaign resulted in a groundswell of support for the opening of the company’s first Queensland stores, the fourth new market for Krispy Kreme Australia, generating an unprecedented dialogue with its loyal and expectant fan base.

    Krispy Kreme engaged Sputnik Agency/KIT digital as a strategic online marketing partner to service the brand positioning strategy long term, commencing with its recent new market launch,” said Gavin Campion, president of KIT digital.

    “We created a ‘virtual’ doughnut with the names of the members of the ‘Bring Krispy Kreme to Queensland’ Facebook group and then utilized eMail marketing, postings and dialogue with the Facebook community to build word-of-mouth buzz and awareness of the store opening.  The campaign resulted in a steady queue of eager customers on opening day and quadrupled our client’s database,” added Gavin.

    “The online space is critical to our non-traditional marketing approach and in engaging Sputnik Agency/KIT Digital our prime objective is to build and foster our online community,” said Sylvia Jenson, PR Manager for Krispy Kreme Australia. “Sputnik Agency’s ideas and creative executions have exceeded expectation, increasing out database from 80,000 to 95,000 in less than three months!”

    About KIT digital

    KIT digital, Inc. (formerly ROO Group) is a leading, global provider of proprietary video distribution technologies and video-centric interactive marketing solutions. Through its end-to-end platform, KIT digital works closely with consumer brands and content providers to maximize the value of video content via the Internet. The KIT platform allows clients to publish, manage and distribute digital video content, build online communities and integrate advertising. In addition, enterprises can access approximately 100 KIT-syndicated channels and 40,000 KIT-syndicated videos. Through its wholly owned subsidiary, Sputnik Agency, the Company offers businesses a full range of interactive marketing solutions. KIT digital clients include News Corp., Verizon, K-Mart, Coles, NASDAQ, Hummer and RCS. KIT digital has principal offices in Dubai, Melbourne (Australia), New York, and London. For additional information, please visit www.kit-digital.com.

    About Krispy Kreme Australia Pty Ltd

    100 per cent Australian privately owned and operated company, Krispy Kreme Australia, has a proud history of being the first country outside of North America to make the premium quality doughnuts. Krispy Kreme Australia started producing the first hot Original Glazed doughnuts “down under” in 2003. In addition to this signature doughnut, Krispy Kreme Australia offers a range of quality treats including Krispy Kreme’s 15 doughnut varieties, fresh espresso coffee, premium Ice Kreme and old fashioned Milkshakes and Spiders.  Krispy Kreme Australia currently has 48 company owned retail stores in NSW, ACT, QLD and VIC.  Over the past nearly five years, Krispy Kreme Australia has helped to raise over $8 million for not-for-profit groups across Australia. On 19 June 2008, Krispy Kreme Australia will celebrate its 5th Birthday.

    Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of KIT digital, Inc (”the Company”), or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company’s future operating results are dependent upon many factors, including but not limited to the Company’s ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its plan of operations when needed; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov.

     

    Media Contact:
    Jonathan Cutler
    Verse Communications
    818.981.3023
    jonathan@verseinc.com

  • 29.05.2008

    Completes implementation of corporate re-branding post acquisitions of Sputnik and Kamera

    DUBAI, May 29, 2008  ROO Group Inc. (OTCBB: RGRP) announced that it has officially changed its name to KIT digital, Inc. effective May 19, 2008, pursuant to an Amendment to its Certificate of Incorporation filed with the Delaware Secretary of State. In addition, the company has received a new stock ticker symbol from NASDAQ: ‘KITD’ (the old ticker was ‘RGRP’). This stock ticker change will go into effect for the trading community on Thursday, May 29, 2008.

    Kaleil Isaza Tuzman, chairman and CEO of KIT digital, commented, “The new stock ticker symbol represents the completion of the merger of three companies: ROO Group, Sputnik Agency and Kamera Content. Our new brand has already been in use commercially for nearly two months; it has been embraced by our customers and employees, and with today’s announcement we are repositioning the brand in the eyes of investors.”

    Gavin Campion, president of KIT digital, continued, “The integration of our two recent acquisitions is proceeding well. We believe we are uniquely positioned to lead and consolidate the rapidly growing market internationally for corporate IP-based video enablement and video-centric marketing solutions. We remain on track to achieve our stated financial goal of cash flow break-even by the fourth quarter of 2008, with an end-of-year monthly revenue target of US$2.5+ million (viz., an annualized revenue run rate by 4Q of US$30 million) and gross margins of approximately 65%.”

    About KIT digital

    KIT digital, Inc. (OTCBB: KITD) is a leading, global provider of proprietary IP-based video distribution technologies and video-centric interactive marketing solutions. Through its end-to-end platform, kit digital works closely with consumer brands and content providers to maximize the value of video content via the Internet. The kit platform allows clients to publish, manage and distribute digital video content, build online communities and integrate advertising. In addition, enterprises can access approximately 100 KIT-syndicated channels and 40,000 KIT-syndicated videos. Through its wholly owned subsidiary, Sputnik Agency, the Company offers businesses a full range of interactive marketing solutions. KIT digital clients include News Corp., Verizon, K-Mart, NASDAQ, Hummer and RCS. KIT digital has principal offices in Dubai, Melbourne (Australia), New York, and London. For additional information, please visit www.kit-digital.com.

    Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of KIT digital, Inc (”the Company”), or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company’s future operating results are dependent upon many factors, including but not limited to the Company’s ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its plan of operations when needed; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov.

     

    Media Contact:
    Jonathan Cutler
    Verse Communications
    818.981.3023
    jonathan@verseinc.com

  • 22.05.2008

    Company expands European and Asian footprint and extends suite of IPTV solutions into mobile video

    STOCKHOLM, Sweden - May 22, 2008 –KIT digital, Inc. (formerly ROO Group) (OTCBB: RGRP), a global provider of IPTV enablement technology and video-centric interactive marketing solutions, announced today that it has entered into a definitive agreement for the acquisition of Stockholm-based Kamera Content AB.  The acquisition, which abides by the terms and conditions of the previously announced Letter of Intent between the companies, significantly expands the European and Asian presence of KIT digital, while adding market-leading mobile video capabilities to its product offerings.

    Management believes that the combined company, with more than 200 corporate clients and over US$2 million in revenues per month, constitutes the leading device-agnostic provider of B2B, enterprise-class Internet and mobile TV enablement solutions.

    Kaleil Isaza Tuzman, chairman and CEO of KIT digital, commented, “Our combined company has leading video-over-IP solutions, quality recurring revenues, and a marketing solutions-focused salesforce. As a result of this merger, we will review and expect to re-classify certain of our operational cost categories in our 2Q financials.  Looking ahead, we expect our combined gross margins to be 65%+, and we target revenues of $2.5+ million per month with cash flow break-even at some point in the fourth quarter of this year. It’s an exciting time at KIT digital and we feel that the market has not yet fully appreciated where we are developmentally.

    Mr. Isaza Tuzman continued, “We are also pleased that we were able to structure the Kamera acquisition in such a way as to minimize dilution to existing KIT digital shareholders—with future stock or cash payments (at our option) which are subject to performance thresholds that, if reached, bode very well for the combined entity.”

    Under the terms of the agreement—which were previously announced in general form—KIT digital acquires 100% of Kamera capital stock for approximately US$4.5 million in cash upfront (less $300,000 already paid under a Content Distribution Agreement executed on March 12, 2008 between the companies). Subject to certain performance thresholds, an additional US$6.0 million in KIT digital common stock (or cash, at the election of KIT digital) will be paid to Kamera shareholders, to be priced at future trading prices of shares in KIT digital, and disbursed between months 6 and 21 after closing.  Closing of the transaction, which is expected within weeks, is subject to certain corporate filings and administrative matters under Swedish law.

    In 2007, on a standalone basis, Kamera generated approximately US$2.9 million of unaudited annual revenues and Kamera management recently projected 2008 standalone revenues of US$5.7 million.

    ***************** 

    Kamera offers a wide range of video content to an established base of over 110 clients, including 40+ mobile operators and 70+ broadband media publishers. Through its proprietary software and content distribution agreements, Kamera enables corporate clients such as Vodafone, MSN, Orange, Telefonica, O2, Hutchinson and China Mobile to deliver IPTV channels and content to their customers over mobile and online networks. The mobile and online distribution channels of Kamera reach more than 250 million users in Europe, the Middle East, Africa and Asia, and can be used to target well-defined groups or wide audiences. Kamera currently offers content in multiple languages, including English, German, Spanish, Swedish, Danish, Arabic, Russian, Polish and Mandarin.

    With the addition of Kamera, KIT digital expands its capability to globally syndicate professionally produced video content to mobile phone users.  Additionally, KIT has expanded its already strong content library with localized clips from ABC News, Associated Press (AP), SNTV and other providers.  Kamera also brings to KIT digital a proprietary technology that allows for video content to be transcoded into any mobile/digital format nearly instantaneously.

    “IMG already works with both Kamera and KIT digital to syndicate our clients’ content around the world,” said Dipesh Morjaria, Head of Digital Media Sales for IMG Media.  “We now anticipate that the integration of KIT and Kamera will benefit IMG and our clients even further and, going forward, we are keen to expand our partnership with the newly integrated company.”

    A December 2007 ABI Research report predicts the opportunity for mobile video services to produce a compound annual growth rate of nearly 60%, amounting to $10 billion globally in 2012. According to Nielsen Mobile, today, in the United States, only about 7% of mobile subscribers (voice and data) watch video on their phones. But the analyst organization predicts that the industry is poised for major growth: Mobile video revenues at domestic carriers, for example, jumped to $308 million in the last three months of 2007 from $112 million in the same period a year earlier. For context, the U.S. is generally considered amongst the world’s slowest growth markets with respects to video-over-mobile use.

    Henrik Eklund, chief executive officer of Kamera, commented: “By merging with KIT digital, we expect to achieve global reach with our mobile video technology.  Over the years, we have built up a strong client base in Northern and Continental Europe, and recently have had success penetrating the Asian and Middle Eastern markets. We recognize that both Internet and mobile TV are poised to grow more in the emerging markets over the next decade than in North America in particular—and these global markets are where KIT digital is focused, with feet on the ground.”

    Gartner expects revenue from global TV services over mobile phones to grow from approximately US$100 million in 2006 to US$15 billion by 2010. IDC Research projects that global IPTV revenues will top US$17 billion by 2010. The same research projects that the wireless telecom industry in Asia will grow to US$242 billion by the end of 2010 and online video revenue in the Asia/Pacific sector will reach US$2.87 billion by 2011. In China alone, the number of mobile TV subscribers is projected to grow to 94 million by 2009.

    “KIT digital is focused on IPTV-driven growth in the context of cost discipline and our 4Q target for achieving cash-flow breakeven,” explained Gavin Campion, president of KIT digital. “Through this prism, the acquisition of Kamera made eminent sense: we believe that it will be cash-flow accretive to our operations, and we see an excellent fit with respect to business culture, platform technology, and geographical footprint—the EMEA and Asia focus in particular.  We are already in the process of marketing KIT’s new mobile video capabilities to our existing roster of clients, and we’ll market our full-line of web solutions to Kamera’s existing client base.”

    Acquisition Benefits

    The combination of KIT digital and Kamera unites two innovating companies, serving media, automotive, financial services, retail and other global brands looking to leverage the power of IPTV.

    Key strengths expected from the combination include:

    • Expansion into mobile distribution.  The addition of Kamera vaults KIT into the mobile TV distribution space, where currently there is no clear leader;
    • Increased geographical market presence, with Kamera’s clients primarily located in Continental Europe, Middle East and Asia;
    • Enhanced cross-selling opportunities to both the existing Kamera and kit digital web-oriented client bases;
    • Kamera’s proprietary content management/localization software makes video content locally relevant (through language overlay and editing systems) for distribution partners (both on the mobile and broadband sides);
    • Increased revenue growth, profitability and cash flow over time. kit digital’s global business development team expands Kamera’s product reach, and Kamera’s results support kit digital’s commitment to become cash flow positive during the fourth quarter of 2008;
    • Cost synergies for the combined company in content acquisition and ingestion, as well as European operations.
    • Seasoned management and business development team at Kamera, rooted in the mobile-savvy Northern European markets, possessing unparalleled experience in mobile TV distribution.

    About Kamera

    Kamera works with the Associated Press, Disney-ABC, SNTV, and other blue-chip content owners to package and distribute an extensive array of time-sensitive, IPTV content which is carried by over 70 online corporate customers and over 40 mobile carriers worldwide. Kamera’s headquarters are in Stockholm, with local offices in Singapore and Cairo. For additional information, please visit www.kamera.com.

    About KIT digital

    KIT digital, Inc. (formerly ROO Group) (OTCBB: RGRP) is a leading, global provider of proprietary video distribution technologies and video-centric interactive marketing solutions. Through its end-to-end platform, KIT digital works closely with consumer brands and content providers to maximize the value of video content via the Internet. The KIT platform allows clients to publish, manage and distribute digital video content, build online communities and integrate advertising. In addition, enterprises can access approximately 100 KIT-syndicated channels and 40,000 KIT-syndicated videos. Through its wholly owned subsidiary, Sputnik Agency, the Company offers businesses a full range of interactive marketing solutions. KIT digital clients include News Corp., Verizon, K-Mart, NASDAQ, Hummer and RCS. KIT digital has principal offices in Dubai, Melbourne (Australia), New York, and London. For additional information, please visit www.kit-digital.com.

    Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of KITdigital, Inc (”the Company”), or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company’s future operating results are dependent upon many factors, including but not limited to the Company’s ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its plan of operations when needed; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov.

     

    Media Contact:
    Jonathan Cutler
    Verse Communications
    818.981.3023
    jonathan@verseinc.com

  • 14.05.2008
    Revenues up 16.7%

    — 

    Restructuring-focused quarter, with significant severance and non-cash charges

    Net loss–less non-cash items, restructuring charges and restructuring-related non-recurring charges–reduced by 46.2% vs. total Q1 2007 loss

    DUBAI - May 14, 2008 - ROO Group, Inc. d/b/a KIT digital (OTCBB: RGRP), a global provider of IPTV enablement technology and video-centric interactive marketing solutions, announced today financial results for the quarter ended March 31, 2008. For the quarter ended March 31, 2008, revenue was $3.5 million, compared to $3.0 million in the prior year period. The Company’s revenue includes software set-up fees, software license and maintenance fees, technical and creative service charges, streaming and data fees, and advertising income. The net loss for the quarter ended March 31, 2008 was $10.6 million, or $0.27 per basic and diluted share, compared to $6.5 million, or $0.24 per basic and diluted share, in the same period last year. The net loss for the quarter ended March 31, 2008 reflects several non-cash items, including $4.0 million in stock based compensation, compared to $1.2 million in the same period last year and $0.2 million relating to the impairment of property and equipment,compared to zero in the same period last year.The net loss for the quarter ending March 31, 2008 also includes one-time restructuring charges and restructuring-related non-recurring charges of $2.9 million, related to staff severance, facility closing , vendor termination, IT platform migration, corporate rebranding and other items. Of these restructuring charges a total of $1.0 million were non-cash in nature, the noncash costs are related to warrants issued as a component of certain executiveseparation agreements. Excluding non-cash items, net loss for the quarter was $5.4 million. Excluding both non-cash and restructuring and other non-recurring charges the net loss for the quarter was $3.5 million. Weighted average common shares outstanding for the three months ended March 31, 2008 was 38,936,039, compared to 27,541,480 for the same period in the prior year.

    Management now estimates April pro forma consolidated revenues, including Kamera results, to be approximately $2.0 million, with approximately ($0.68) million in pro forma consolidated EBITDA, after excluding non-cash stock based compensation and non-recurring charges related to the finalization of platform migration and corporate rebranding, and remains confident that the Company will be cash-flow positive by the fourth quarter of 2008. Kaleil Isaza Tuzman, chairman and chief executive officer of KIT digital, stated, “When the new management team came in on January 9, 2008, we promised that the first quarter would be a period of discipline and intensive restructuring–including significant reductions in staff and outside vendors, closing of non-core business units, jettisoning of loss-making content and client contracts, and reductions in office and equipment lease costs.

    As a consequence of this intensive restructuring–which is now complete—we expected to have a material net reduction in revenues through the first quarter and braced ourselves for potential client losses. Instead, standalone revenues have gone up approximately 60% on a month-to-month comparison between January and April (and up approximately 100% if including revenues pro forma of Kamera acquisition), and we have not had any undesired client losses. This, added to our recently announced $20 million in equity financing and material client additions, puts the company in the best operating and capital position in our industry, in our view. We see revenues growing nicely and loss steadily decreasing.” Gavin Campion, president of KIT digital, commented, “Our first quarter decision to focus on marketing-led IPTV enablement and exit from other businesses like P2P software and consumer video portals has rejuvenated the company and set us on the right path. During the quarter we were able to reduce our cost structure significantly, while launching our video player system on our partners’ websites like NASDAQ, Starpulse and Zip.ca, and signing two of our largest clients to date, RCS Media in the Europe, Middle East and Asia (EMEA) region and Sensis in the Asia Pacific region. We now have the right combination of focus, discipline and a healthy balance sheet, which we believe will allow us to establish leadership in the international IPTV platform provisioning marketplace.” Campion continued, “Our current client base is primarily in the high-growth Asia/Pacific and European regions, and we are excited about expansion opportunities in areas like the Middle East, India, Latin America and Greater China. Unlike our competitors, we are not overly reliant on the media and entertainment sectors, and have carved out significant business in vertical markets like automotive (Hummer), retail (K-Mart and Coles), publishing (RCS, Sensis) and financial services (NASDAQ, Fidelity). We see these as relatively untapped sectors hungering for creative uses of video-over-IP.” The company estimates that over 85% of its revenues in the first quarter of 2008 were generated in the Asia/Pacific and EMEA geographies. KIT digital™s significant corporate milestones during the first quarter of 2008 and since March 31, 2008 include:

     

    • Announced $20 million equity financing with accredited investors, led by KIT Capital
    • Completed the acquisition of a 100% ownership interest in Sputnik Agency, its profitable, video-centric interactive marketing subsidiary
    • Signed a Letter of Intent (LOI) to acquire Kamera Content AB, a Stockholm based mobile and online TV content distribution company with clients such as Vodafone, Telefónica, MSN and China Mobile
    • Sensis and RCS Digital choose KIT digital to provide end-to-end video technology solutions
    • Integrates Viewdle facial recognition video search technologies into the KIT Media Player
    • Partners with Abacast, Inc. and Pando Networks, Inc. to offer peer-to-peer (P2P) streaming solutions for live streaming and video-on-demand (VoD) through the KIT Media Player to current and future customers
    • Rebrands as KIT digital, having been “ROO Group” previously, and launches new go-to-market strategy

    Conference Call

    The Company will host a conference call to discuss Q1 2008 results at 10:00 a.m. ET on May 14, 2008. To participate in the call, please dial +1 (888) 603-6873 (North America) or +1 (973) 582-2706 (outside North America). The PIN for the call is 46831028. Please dial into the call at least five minutes before the scheduled start time to allow for processing time.

    The conference call will also be available via a live listen-only webcast and can be accessed through the Investor Relations section of KIT digital website, www.kit-digital.com, or at our investor relations firm’s website, www.kcsa.com. If using this option, please allow extra time prior to the call to visit the site and download any necessary software that may be needed to listen to the Internet broadcast. For interested individuals unable to join the live conference call, a replay of the call will be available through May 28, 2008, at +1 (800) 642-1687 (North America) or +1 (706) 645-9291 (outside North America). The PIN for the replay is 46831028. An online archive of the webcast will be available on the Company’s website for 30 days following the call.

    About KIT digital

    KIT digital (formerly ROO Group) (OTCBB: RGRP) is a leading, global provider of proprietary video distribution technologies and video-centric interactive marketing solutions. Through its end-to-end platform, KIT digital works closely with consumer brands and content providers to maximize the value of video content via the Internet. The KIT platform allows clients to publish, KIT digital | news 8/8/08 7:26 AM http://www.kit-digital.com/news/106.aspx Page 3 of 3 manage and distribute digital video content, build online communities and integrate advertising. In addition, enterprises can access approximately 100 KIT-syndicated channels and 40,000 KIT-syndicated videos. Through its wholly owned subsidiary, Sputnik Agency, the Company offers businesses a full range of interactive marketing solutions. KIT digital clients include News Corp., Verizon, K-Mart, Coles, NASDAQ, Hummer, RCS and Google. KIT digital has principal offices in Dubai, Melbourne (Australia), New York, and London. For additional information, please visit www.kit-digital.com.

    Forward-Looking Statements

    Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 — With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of ROO Group, Inc. could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company’s operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rates and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors see the risk factors associated with our Company, review our SEC filings.

    Media Contact:
    Jonathan Cutler
    Verse Communications
    818.981.3023
    jonathan@verseinc.com

  • 08.05.2008

    Company to receive a total of $20 million of new capital, including the most recent $5 million investment exercised by kit Capital on April 18

    Completes acquisition of 100% of Sputnik Agency

    Company broadens institutional shareholder base through equity financing

    DUBAI, May 8, 2008 – ROO Group, Inc. d/b/a KIT digital (OTCBB: RGRP), a global provider of video enablement technology and video-centric interactive marketing solutions, announced today it has received executed definitive subscription documents in connection with a private placement of equity for gross proceeds of $15 million. Investors purchased investment units for $0.20 each (a price agreed to on April 23, 2008, when the trading price of the Company’s common shares was approximately $0.24 per share), with each unit consisting of one common share together with one warrant, with an exercise price of $0.34 per share. All of the participants in the transaction are accredited institutional investors. The investment group consists of both existing shareholders and a number of established institutional funds new to the Company. KIT Capital, the investment vehicle controlled by KIT digital chairman and CEO, Kaleil Isaza Tuzman, subscribed to slightly less than 50% of the total $15 million raised.

    Having completed this financing, the Company does not anticipate that it will need to raise additional capital to achieve its operational and acquisition growth plan.

    There were a total of 75 million common shares sold as part of the private placement transaction, all of which are required to be registered in a registration statement filed with the U.S. Securities and Exchange Commission within 30 days. Pro forma of the funding from the current private placement announced herein, coupled with the previously announced purchase of 31,250,000 shares by kit Capital for $5 million and the conversion of the Company’s 10 million preferred shares into 400,000 common shares, the Company’s total outstanding common shares will be approximately 145,600,000, with approximately $23.4 million of cash on hand (net of  transaction-related fees).  At yesterday’s (May 7, 2008) closing price of $0.34/share, the Company’s pro forma market capitalization is approximately $49.5 million, with an approximate pro forma Enterprise Value of $26.1 million.

    “It is currently a difficult time for most small-cap technology companies to raise equity capital in the public markets. We are very pleased with the vote of confidence in KIT digital evidenced by investors in this transaction,” commented Mr. Isaza Tuzman. “We believe that having a solid balance sheet and a certain degree of buying power will be particular strengths for us vis-à-vis competitors and other potential market entrants during a time of competitive shakeout and potential consolidation. We also wanted to raise a sufficient amount of capital such that we would not have to raise capital again in the marketplace, removing the overhang of forward financing-related dilution from which many similar companies suffer.”

    Mr. Isaza Tuzman continued, “In January, when I came on as CEO, we set out to narrow the Company’s strategic focus, introduce new management with a ‘sales culture’, reduce costs, enhance core revenues, and clean up the Company’s complex capital structure. We feel good about the progress we have made on all of these fronts and this $15 million financing was the last box to check off, so to speak, in the Company’s intensive restructuring phase. Now, as a team, we can set our sights clearly on business development through the rest of the calendar year, and consequently on our goal of being the first profitable company in the IPTV provisioning industry. Management believes that KIT digital is poised to be the clear leader in the B2B provisioning segment of the growing online video space, particularly in markets outside of the U.S.”

    KIT digital will use the net proceeds from the private placement (and KIT Capital’s previous share purchase) to fund (a) the previously announced acquisition of Sputnik Agency, (b) the acquisition of Kamera Content AB, (c) the outstanding payments due to Robert Petty and Robin Smyth in consideration of their restructured ownership over the preferred class, and (d) ongoing operational expenses through to profitability. After the aforementioned payments and operating capital consumption, the Company expects to retain a cushion of more than $9 million in corporate treasury, which it may use in part to fund selective, accretive asset purchases that enhance the Company’s core business.

    Pro forma of the Kamera acquisition, KIT digital estimates that its current consolidated revenues will be approximately $1.95 million per month (run rate of approximately $23.4 million in annual revenues), and the Company reiterates its commitment to being cash-flow positive on a monthly basis by the 4Q of this year.

    Concurrent with the closing of the $15 million private placement, KIT digital announced the completion of the acquisition of its 100% ownership interest in Sputnik Agency, its profitable, video-centric interactive marketing subsidiary. As previously announced, the cash outlay by the Company was approximately $4.0 million to exercise its original option to both purchase 51% of Sputnik and acquire the remaining 49%. For 2007, Sputnik Agency reported revenues of $5.2 million and an operating profit of $371,000.

    The Company also expects to use proceeds from the private placement to close the acquisition of Stockholm-based mobile video distribution company, Kamera Content AB, under previously negotiated terms, by May 30, 2008. Kamera, whose clients include Vodafone, Orange, Telefonica, O2 and China Mobile, generated approximately $2.9 million of unaudited revenue in the 12 months ended December 31, 2007. Kamera’s management projects revenues of $5.6 million in 2008. As mentioned on the KIT digital 4Q 2007 earnings call, the Kamera acquisition is expected to cost approximately $4.5 million upfront, with additional incentive consideration (paid in cash or stock at the Company’s election) disbursable between months 6 and 21 after closing, subject to certain performance thresholds. The Company views Kamera as immediately cash flow positive pro forma of acquisition-related synergies.

    About KIT digital

    KIT digital (formerly ROO Group) (OTCBB: RGRP) is a leading, global provider of proprietary video distribution technologies and video-centric interactive marketing solutions.  Through its end-to-end platform, KIT digital works closely with consumer brands and content providers to maximize the value of video content via the Internet. The KIT platform allows clients to publish, manage and distribute digital video content, build online communities and integrate advertising. In addition, enterprises can access approximately 100 KIT-syndicated channels and 40,000 KIT-syndicated videos. Through its wholly owned subsidiary, Sputnik Agency, the Company offers businesses a full range of video-centric interactive marketing solutions. KIT digital clients include News Corp., Verizon, K-Mart, Coles, NASDAQ, Hummer, RCS and Google. KIT digital has principal offices in Dubai, Melbourne (Australia), New York and London. For additional information, please visit www.kit-digital.com.

    Certain statements in this document constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of KIT digital, Inc (”the Company”), or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. The Company’s future operating results are dependent upon many factors, including but not limited to the Company’s ability to: (i) obtain sufficient capital or a strategic business arrangement to fund its plan of operations when needed; (ii) build the management and human resources and infrastructure necessary to support the growth of its business; (iii) competitive factors and developments beyond the Company’s control; and (iv) other risk factors discussed in the Company’s periodic filings with the Securities and Exchange Commission, which are available for review at www.sec.gov.

     

     

    Media Contact:
    Jonathan Cutler
    Verse Communications
    818.981.3023
    jonathan@verseinc.com

  • 02.05.2008

    Owner of Yellow Pages® Directory Assets in Australia to Use kit digital Video Tools for Premium Advertisers

    New York - May 2, 2008 - KIT digital, a leading global provider of video enablement technology and interactive marketing solutions, announced a three-year agreement with Sensis, one of Australia’s leading online information resource companies and publisher of the Yellow Pages® directory assets in Australia, to supply digital video technologies to Sensis’ brands/businesses.

    Under the agreement, kit digital will provide development, integration and consulting services–enabling Sensis to publish, manage and distribute video content for its key brands. KIT digital will also provide hosting, customer support and maintenance services.

    “Sensis is blazing a trail that we expect to be replicated globally as more and more classified ad providers adopt multi-media applications.  We believe this partnership will change the way classified sites promote their clients’ content now and in the future,” said Kaleil Isaza Tuzman, chairman and chief executive officer of KIT digital. “This agreement represents another enterprise-level international win and further validates the marketing-led sales strategy that we implemented in January 2008.”

    “We chose KIT digital for their expertise in developing and implementing custom, end-to-end digital video solutions. The combination of proprietary video technology and marketing expertise provides us with a platform that will be integral to monetizing our digital assets and enhancing our customers’ experience,” said Cheryl Vize, general manager, product capability of Sensis,

    About KIT digital

    KIT digital (formerly ROO Group) (OTCBB: RGRP) is a global service provider enabling businesses to leverage their digital media assets and provide enhanced user experiences.  Through its comprehensive, customizable online video platform, KIT digital provides clients with an end-to-end solution to monetize online assets.  Clients can publish, manage and distribute digital video content, build online communities and integrate advertising, as well as access approximately 100 kit channels and 40,000 syndicated videos. KIT digital has offices in Dubai, Melbourne (Australia), New York, London, and Bogotá (Colombia). For additional information, please visit www.kit-digital.com

    About Sensis

    Sensis is Australia’s leading information resource. Sensis’ popular information services make complex lives simpler by helping Australians find, buy and sell. These services include Yellow(tm), White Pages®, Trading Post®, CitySearch®, UBD®, Gregory’s® and Whereis®. Sensis provides advertising services to 420,000 Australian businesses, of which 90 per cent are SMEs.

    ® and ™ Registered trade mark and trade mark of Telstra Corporation limited (ABN 33 05 775 556) CitySearch® and the CitySearch logo are trade marks of CitySearch Australia Pty Ltd (ABN 8 076 673 857). Sensis Pty Ltd (ABN 30 007 23 9 2) has responsibility for production of Yellow Pages ® and White Pages® directories and related products on behalf of Telstra Corporation Limited and for CitySearch® products for CitySearch Australia Pty Ltd and CitySearch Canberra Pty Ltd (ABN 89 082 883 85).

    Forward-Looking Statements

    Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 — With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of ROO Group, Inc. could differ significantly from those statements. Factors that could cause actual results to differ materially include risks and uncertainties such as the inability to finance the company’s operations or expansion, inability to hire and retain qualified personnel, changes in the general economic climate, including rising interest rates and unanticipated events such as terrorist activities. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms, or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such statements should not be regarded as a representation by the Company, or any other person, that such forward-looking statements will be achieved. We undertake no duty to update any of the forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, readers are cautioned not to place undue reliance on such forward-looking statements. For further risk factors see the risk factors associated with our Company, review our SEC filings.

     

    Media Contact:
    Jonathan Cutler
    Verse Communications
    818.981.3023
    jonathan@verseinc.com