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STREAMPLAY STUDIO LIMITED Interim / Quarterly Report 2023

Jul 30, 2023

65841_rns_2023-07-30_9b54edb9-66d7-4efd-97f7-d7771679ca59.pdf

Interim / Quarterly Report

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31 July 2023

Streamplay Studio Quarterly Update and Appendix 4C

Streamplay Studio Limited ("Streamplay" or the "Company") (ASX:SP8) is a leading provider of competitive casual gaming and eSports technology, music streaming services, and telco valueadded services. The Company, which offers a diverse range of entertainment solutions for its users, including the ability to stream and play games, music, and access various telco services all in one place, is pleased to provide its report for the quarter ended 30 June 2023 (the "Quarter").

Looking to capitalise on its VAS business, Streamplay is actively seeking new opportunities in the Pacific region with focus on expanding its market share with its premium music and gaming products.

Streamplay owns and operates online "Competitive Social Gaming Platform" technology and bespoke "Cloud Streaming" technology. This IP and related services enable cutting-edge online casual gaming tournament and competition facilitation platforms where subscribers enter tournaments, play their favourite casual games, and earn rewards and prizes, while engaging socially. Music and entertainment content streaming services are also part of this offering.

Streamplay operates through an established B2B2C business model partnering with multinational Mobile Network Operators ("MNO"s) in South Africa and the Pacific Islands. Customer receipts are derived from user subscription revenues and token sales.

HIGHLIGHTS

  • Streamplay paves way for future Pacific expansion through Gaming and Music partnerships with Telstra-owned Digicel in Fiji and with PNCC in Palau.
  • Successfully launched the branded iteration of ArcadeX (mGames), in Papua New Guinea, offering new gaming experiences to subscribers on the Telikom network.
  • A$15.4M Cash at bank at 30 June 2023 of which $6.4M met the AASB definition of Cash and Cash Equivalents with $9M invested in long-dated term deposits (previous quarter Cash at bank A$16.5M).
  • $9M was placed in term deposits exploiting recent interest rate rises in Australia while retaining flexibility if opportunities arose to deploy financial resources.
  • mJams continues to grow in existing markets, forming partnerships with leading newspapers and aiming to become the largest music app in the Pacific region.
  • New marketing strategies resulted in: an immediate lift in revenue and 165% new subscriber growth for MTN Arena; and increased engagement with a gamer-centric audience, resulting in higher gameplay and purchases for MTN Arena Plus.
  • MTN remains committed to partnership and will continue working together to lift revenues by improving overall billable success and customer acquisition strategies.
  • R&D initiatives - New Streaming features developed such as support for native Xbox and Playstation controllers, new game titles, and improved audio and streaming playback.

MTN Arena – South Africa (B2B2C) – Operational Overview

Streamplay operates its Competitive Social Gaming technology under the MTN Arena brand in South Africa for a leading emerging market MNO, MTN. MTN Arena is a competition and tournament platform with a social element, which allows casual gamers to enter competitions, win prizes and earn points whilst engaging in their favourite casual games.

During the Quarter, Streamplay focused on implementing planned marketing initiatives and channels to enhance customer acquisition and engagement. The Company successfully kicked off an aggressive marketing strategy in the Quarter, resulting in an immediate lift in revenue. Various different initiatives were carefully tracked to assess their success and failures, providing valuable data to improve acquisition, retention, and engagement strategies.

As part of the marketing efforts, Streamplay collaborated with MTN to introduce new weekly (± AUD 1.70) and monthly (± AUD 2.55) subscription price points for MTN Arena. These new price points were expected to yield better digital marketing results compared to the previous daily (± AUD 0.25) subscriptions. The performance of these new price points have been closely monitored throughout the Quarter and the Company will continue to work closely with MTN to adjust its marketing initiatives and maximise the adoption of these new packages.

To enhance brand ownership and marketing agility, the Company concluded the rebrand to "Arena, brought to you by MTN" in the last quarter and is pleased to announce it will soon launch Streamplay owned and managed social media channels to enable more agile marketing, remarketing, and customer engagement initiatives. The Company has been focused on developing and preparing strategies with social media experts to maximise this opportunity, with plans to launch in the next quarter. MTN continued to support the growth of the platform through its owned media channels, including MTN's Play Portal and other discounted marketing initiatives.

Having recently launched the new feature-rich version of the Company's ArcadeX technology in the Pacific market as mGames, the soon-to-be-released new version of MTN Arena is already benefiting from various improvements and enhancements identified in the Pacific Market. This is due to the efforts placed into fully white labelling the technology and ensuring all future platforms benefit from centralised and well-maintained IP. The Company is also currently investigating additional onboarding strategies, in partnership with MTN, that will see the launch of the new MTN Arena coincide with alternative acquisition channels for customers.

The MTN Arena platform saw significant growth, recording ~255,000 new monthly subscribers (+165%) during the quarter, compared to ~96,000 in the previous quarter (31 March 2023). As of 30 June 2023, there were ~211,000 active subscriptions, up from ~135,000 in the previous quarter (31 March 2023). The gross platform revenue generated during the quarter amounted to ~A$226,000, compared to ~A$163,000 in the previous quarter (31 March 2023). Streamplay earns 50% of the shareable revenue derived from the MTN Arena platform.

MTN Arena has successfully accessed over 1.6 million new subscribers, representing 4.5% of MTN South Africa's subscriber base, which boasts 35.9 million mobile subscribers. The Company sees further opportunities to grow Streamplay revenues in this dynamic market.

MTN South Africa remains committed to its partnership with Streamplay and will continue working closely with the Company to capitalise on the immense potential of the South African market by regularly reviewing platform performance data and working towards improving overall billable success and customer acquisition strategies.

MTN Arena Plus – Game Streaming Service – Operational Review

During the Quarter, Streamplay and MTN South Africa continued to drive awareness and engagement for the game streaming service now rebranded as "Arena Plus, brought to you by MTN".

This repositioning reflects the premium quality content offered over HTML5 gaming and allows the company to have full ownership of social media channels, enabling more agile marketing and customer engagement without limiting access to only high-end 5G device owners.

The rebranded Arena Plus service has continued to resonate with the MTN gaming community, leading to a strong overall user engagement and consistent purchase activity, with each quarter building upon the successes and learnings of the previous one. In the previous quarter, marketing initiatives focussed primarily on the acquisition of MTN network customers which resulted in a substantial 33% increase in new subscribers but this did not translate into increased engagement and purchase activity.

This Quarter, the Company shifted its focus towards strategic marketing initiatives aimed at engaging a more enthusiastic and gamer-centric MTN audience. Despite a 40% drop in new subscriber acquisition, there was a substantial 57% increase in engaged customers actively playing games and participating in tournaments. The rise in competitive gameplay by 29% and a 32% increase in token purchases showcased the product's ability to captivate and retain a dedicated audience. These positive engagement metrics highlight the platform's potential in delivering an immersive and enjoyable gaming experience, fostering a loyal and enthusiastic community of players.

The platform continues to grow its subscriber base with over 2,200 subscribers at the end of Q4. The platform's token system, which grants new subscribers 10 free tokens upon subscribing and prompts them to purchase more tokens when they run out or expire, continues to see strong usage. Over 20,000 games were played for a total of over 350 hours, with the most hours of gameplay observed in a single day recorded at 10.2 hours with the highest usage by a single competitive user standing at over 2,900 plays. By the end of the Quarter, 47% of the tokens purchased had been used by subscribers.

This next quarter will see the Company continue to focus on new acquisition strategies and social engagement with dual focus on brand awareness and increase in token sales. The quarter will also see the release of a number of new features into the service, including the much anticipated support for native Xbox and Playstation controllers, new bespoke game titles and a drastically improved audio playback and streaming experience.

Streamplay's revenue share from this service is set at 60% (ASX: 10 October 2022) of shareable revenue.

Jon Hoehler, Senior Manager of Gaming, Lifestyle, and Sports Digital Services at MTN South Africa commented:

"We are excited about the possibilities that cloud gaming brings our customers. It provides one of the critical customer-ready use cases for our high-speed 5G data network. Still, it allows our customers across South Africa to experience console-quality gaming on SA's best mobile network through their mobile devices." 1

Streamplay Pacific - Operational Overview

Streamplay Pacific achieved notable expansion of their product offerings and market reach.

During the Quarter, Streamplay Pacific partnered with Telstra-owned Pacific Telco, Digicel, to launch its innovative Gaming and Music platforms in Fiji, paving the way for further Pacific expansion with Digicel across multiple regions. Streamplay also partnered with PNCC in Palau. The product rollout is in its final stage with these partners with first launch expected within the next quarter.

The Company's focus was the successful launch of mGames, (a branded iteration of ArcadeX), in Papua New Guinea, offering a new casual gaming experience to subscribers on the Telikom network. Discussions are in progress with the Post Courier newspaper to feature mGames in its entertainment section, showcasing leader boards and featured games. Due to the focus on the launch of the new product, marketing activities were minimal prior to launch and cash receipts correspondingly were lower.

1 Source**:** https://stuff.co.za/2023/06/30/evolving-mobile-gaming-experiences/

Plans are in place to rapidly expand the mGames offering to other partner networks in existing markets like American Samoa, Digicel Fiji, and Tonga.

mJams, Streamplay's music app, continues to grow in existing markets, particularly in Papua New Guinea, where it has formed a partnership with the largest newspaper, Post Courier to showcase the mJams TOP10. The app is set to roll out in other Digicel markets like Fiji, Vanuatu, Tonga, Samoa, and Nauru, aiming to become the largest music app in the Pacific region.

Streamplay Game Studio

Streamplay Game Studio is a division of the Company consisting of both Unity and Unreal game developers.

During the Quarter, the Streamplay Game Studio continued to work closely with game streaming technology developers and commercial managers to improve the overall features and gaming content of the Company's bespoke cloud streaming IP.

This Quarter's primary focus was on enhancing the scalability and customizability of our bespoke game engines, allowing the Company to create high-quality games with cutting-edge content and competitive experiences that cater to a broad audience. The Company's goal is to provide captivating gaming experiences on our cloud streaming platforms with the flexibility to easily adapt and localise games to different markets and audiences.

Concurrently, our commercial teams are actively fostering relationships with various indie developers, publishers and license holders interested in porting existing console games or creating new ones for our cloud streaming solution while the Game Studio continues to work closely with local 3D animation and game design schools by providing internship programs and cloud-related course material.

The Company is also excited to announce its upcoming game, "Slime Crisis", which pays homage to the classic and popular arcade experience of Time Crisis. In Slime Crisis, players will embark on a thrilling 1st person shooter adventure, choosing their own path as they navigate challenging levels and fight against the clock on their mobile devices. With the added convenience and familiarity of gamepad controllers, players can easily target and eliminate enemies, bringing arcade excitement to cloud gaming.

The progress made by Streamplay Game Studio reflects our commitment to innovation and creativity in the gaming industry. We look forward to bringing Slime Crisis and other captivating original gaming experiences to a broader audience, setting new standards in game streaming.

MNO Expansion Opportunities

Streamplay has established itself as an experienced gaming company with proven technology and demonstrated marketing and content production capabilities. Streamplay's established prize distribution logistics and customer relations systems underpin its platform operations.

The results of the MTN Arena platform in South Africa and the launch of MTN Arena Plus provided the foundation for further extrapolation of this commercial model with offerings to the remaining 20 countries where MTN services more than 240 million subscribers.

The Company will continue to implement its MNO expansion strategy and discussions targeting new markets in the MTN Group with a total addressable market of ~120 million mobile subscribers leveraging MTN Arena's performance in South Africa. The Company continues to receive country interest in launching both the Company's ArcadeX and Game Streaming Technologies.

The team is working tirelessly to expand Streamplay's reach on the African continent with discussions in progress with an aim to secure partnership agreements with MNOs in Senegal and Cameroon Additionally, Streamplay is exploring opportunities in India's 5G market, tapping into the high demand for 5G products from Indian telcos.

Streamplay Pacific is making significant strides in diversifying its product offerings and expanding its presence in various markets, setting the stage for potential growth in the coming quarters.

Streamplay continues to market to other multinational MNOs with large subscriber bases and to prospective partners across its various GTM strategies. Given, Streamplay's cash resources, it also continues to seek strategic acquisitions to grow its revenues, geographical reach and/or product offerings. The company's inorganic growth strategy is premised on a robust framework of investment criteria to ensure superior risk adjusted returns to shareholders.

Streamplay's Core Technology – R&D

Streamplay developed and owns core technology for gaming platforms with competition, tournament, social engagement, profile, shop, messaging and all other core features central to its intellectual property.

Streamplay continues to invest into the R&D of game streaming technology capable of streaming premium games, realtime multiplayer features, new competition features (such as Head-to-Head competition), extended brand engagement features and new social engagement features.

To ensure the Company's IP remains future-proof, this Quarter focussed on various security enhancements and penetration testing across all products whilst also transitioning away from any recently deprecated libraries used in its streaming technology. The move involved a complete rebuild in some aspects but allowed the Company to achieve greater levels of flexibility when optimising for streaming experiences and a drastically enhanced audio performance and synchronization. The new architecture developed will provide an overall improvement in streaming quality and latency whilst ensuring the IP is always current or ahead of the curve.

In line with our commitment to inclusivity, we also dedicated considerable efforts to enable both Xbox and PlayStation console owners to enjoy our streaming platform even more by pairing their existing (bluetooth-enabled) console controllers to their mobile phones. This development ensures a more natural gaming experience and broadens our appeal to a wider gaming audience without excluding any major market player. The feature will be released early in the next Quarter and will be fully compatible with all new and existing titles available in the Company's cloud gaming platform.

Streamplay has achieved good results from its R&D activities and will seek to leverage these new features in the continued execution of its GTM strategy.

Company Financial and Corporate Overview

During the 12 months ended 30 June 2023, the Company posted receipts from customers of $804k of which $171k were banked in the current Quarter. Receipts in the current Quarter were lower than Q3 ($429k) as the Company held off on marketing activities in the lead up to the launch of mGames in the Pacific. With the launch completed, marketing activities and receipts will ramp up accordingly.

Cash at the end of the Quarter (i.e. 30 June 2023) was AUD$6.4M (Q3: AUD$16.5M). In addition, the Company has invested $9M in long dated term deposits which means the Company's cash and cash equivalents at 30 June total $15.4M. The Company made the decision to invest these funds to take advantage of favourable interest rate conditions.

Business activities expenditure totalled $1,060k (Q3: $824k) for the Quarter consisting of advertising and marketing ($29k), operating costs ($480k) and research and development ($296k) with the balance being administration and staff costs (combined for $255K).

The Company also made a payment of $900k in Income Tax to the Australian Government during the Quarter reflecting Streamplay's strong revenue and profit result from the previous year.

The increase in business activities reflects the work required to localise and launch the mGames product into the Pacific while concurrently developing the streaming platform product. With this work around mGames complete, the Company would expect to see R&D and product costs fall and receipts rise in the next quarter.

The aggregate amount of payments to related parties and their associates included in the current quarter totalled ~A$57k. These payments consisted of Directors' fees and salaries paid to directors, technical and other consultancy fees, and corporate advisory fees. All payments were on normal commercial terms.

The management team continues to incur costs with financial and commercial discipline to maximise the Company's benefit from the spend. The Company has provided an outline of its anticipated use of funds over the next 12 months including $6M earmarked for potential acquisitions or transactions.

Commenting the result, Streamplay Chairman Bert Mondello said:

"We are pleased with the performance for this Quarter, with our teams maintaining revenue whilst concurrently deploying multiple integrations across our telco partners; a crucial milestone that paves the way for continued future successful launches of our platform in new markets.

The successful rollout of mGames in Papua New Guinea has been met with resounding success, with a rapidly growing user base which will result in increasing revenue for the Group. These achievements reinforce our confidence in a promising FY24."

Miggster agreement update

In Q3 FY22, the Company announced the sale of the MIGGSTER business (i.e. the IP related to the Miggster platform, employees and contractors dedicated to the Miggster business, contracts and other assets ASX: 9 March 2022) for total sale consideration of AUD$5M payable over a 12 month payment period ending 31 July 2023. If not settled in this time, Streamplay has a 3 month option to buy the platform back for $1. To date, the Company has collected $2.55M leaving a balance payable of $2.45M. The Company is pursuing this debt. Unless otherwise agreed, final payment is required between 31 July and 31 October 2023 otherwise the Company will execute its option to reclaim the IP, whilst retaining the $2.55M proceeds previously received.

Strategy and outlook

Streamplay looks forward to implementing its growth and GTM strategies within the context of its strategic execution plans. The Company is targeting country expansion across Africa via its MTN agreement, product expansion in the Pacific Islands, cross selling of products between its South African and Pacific Islands operations, further complementary acquisitions and is reviewing its B2C business opportunities.

For further information:

Investor relations:

E: [email protected] P: +61 2 9680 8777

About Streamplay Studio

Streamplay Studio Limited (ASX:SP8) is a leading provider of competitive casual gaming and eSports technology, music streaming services, and telco value-added services. The company offers a diverse range of entertainment solutions for its users, including the ability to stream and play games, music, and access various telco services all in one place. Streamplay continues to innovate and expand its offerings to meet the ever-changing needs of its partners and customers.

More information: www.Streamplay.studio

Forward-looking Statements

This Announcement may contain forward-looking statements. Any forward-looking statements contained in this document are not guarantees of future performance. Such statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers should not place undue reliance upon any forward-looking statements and the Company disclaims any responsibility for any reader who does so. All numbers presented in this Announcement are unaudited.

ASX release authorised by the Board of Directors of Streamplay Studio Limited

Appendix 4C

Quarterly cash flow report for entities subject to Listing Rule 4.7B

Name of entity
STREAMPLAY STUDIO LIMITED
ABN Quarter ended ("current quarter")
31 004 766 376 30 JUNE 2023
Consolidated statement of cash flows Current quarter$A'000 Year to date (12months)$A'000
1. Cash flows from operating activities
1.1 Receipts from customers 171 804
1.2 Payments for
(a)research and development (296) (961)
(b)product manufacturing and operatingcosts (480) (988)
(c)advertising and marketing (29) (205)
(d)leased assets - -
(e)staff costs (130) (478)
(f)administration and corporate costs (125) (657)
1.3 Dividends received (see note 3) - -
1.4 Interest received 82 316
1.5 Interest and other costs of finance paid - -
1.6 Income taxes paid (900) (900)
1.7 Government grants and tax incentives - -
1.8 Others - 91
1.9 Net cash from / (used in) operatingactivities (1,707) (2,978)
2. Cash flows from investing activities
2.1 Payments to acquire or for:
(a) entities - -
(b) businesses - (488)
(c) property, plant and equipment (2) (6)
(d) investments (9,000) (9,460)
(e) intellectual property - -
(f) other non-current assets - -
Consolidated statement of cash flows Current quarter$A'000 Year to date (12months)$A'000
2.2 Proceeds from disposal of:
(a)entities - -
(b)businesses - 834
(c)property, plant and equipment - -
(d)investments 664 664
(e)intellectual property - -
(f)other non-current assets - -
2.3 Cash flows from loans to other entities - -
2.4Dividends received (see note 3) - -
2.5 Other (provide details if material) - -
2.6 Net cash from / (used in) investingactivities (8,338) (8,456)
3. Cash flows from financing activities
3.1 Proceeds from issues of equity securities(excluding convertible debt securities) - -
3.2 Proceeds from issue of convertible debtsecurities - -
3.3 Proceeds from exercise of options - -
3.4 Transaction costs related to issues ofequity securities or convertible debtsecurities - -
3.5 Proceeds from borrowings - -
3.6 Repayment of borrowings - -
3.7 Transaction costs related to loans andborrowings - -
3.8 Dividends paid - -
3.9 Other (provide details if material) - -
3.10 Net cash from / (used in) financingactivities - -
4. Net increase / (decrease) in cash andcash equivalents for the period
4.1 Cash and cash equivalents at beginning ofperiod 16,469 17,868
4.2 Net cash from / (used in) operatingactivities (item 1.9 above) (1,707) (2,978)
4.3 Net cash from / (used in) investing activities(item 2.6 above) (8,338) (8,456)
Consolidated statement of cash flows Current quarter$A'000 Year to date (12months)$A'000
4.4 Net cash from / (used in) financing activities(item 3.10 above) 0 0
4.5 Effect of movement in exchange rates oncash held 0 (10)
4.6 Cash and cash equivalents at end ofperiod 6,424* 6,424

*Does not include $9M invested in long dated term deposits.

5. Reconciliation of cash and cashequivalentsat the end of the quarter (as shown in theconsolidated statement of cash flows) to therelated items in the accounts Current quarter$A'000 Previous quarter$A'000
5.1 Bank balances 6,424 16,469
5.2 Call deposits - -
5.3 Bank overdrafts - -
5.4 Other (provide details) - -
5.5 Cash and cash equivalents at end ofquarter (should equal item 4.6 above) 6,424* 16,469

*Does not include $9M invested in long dated term deposits.

6. Payments to related partiesof the entityand theirassociates Current quarter$A'000
6.1 Aggregate amount of payments to related parties and theirassociates included in item 1 57
6.2 Aggregate amount of payments to related parties and theirassociates included in item 2 -
Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and anexplanation for, such payments.
7. FinancingfacilitiesNote: the term "facility' includes all forms of financingarrangements available to the entity.Add notes as necessary for an understanding of thesources of finance available to the entity. Total facilityamountat quarterend$A'000 Amount drawn atquarter end$A'000
7.1 Loan facilities - -
7.2 Credit standby arrangements - -
7.3 Other (please specify) - -
7.4 Total financing facilities - -
7.5 Unused financing facilities available at quarter end
7.6 Include in the box below a description of each facility above, including the lender, interestrate, maturity date and whether it is secured or unsecured. If any additional financingfacilities have been entered into or are proposed to be entered into after quarter end,include a note providing details of those facilities as well.
8. Estimated cash available for future operating activities $A'000
8.1 Net cash from / (used in) operating activities (item 1.9) (1,706)
8.2 Cash and cash equivalents at quarter end (item 4.6) 6,424
8.3 Unused finance facilities available at quarter end (item 7.5) -
8.4 Total available funding (item 8.2 + item 8.3) 6,424
8.5 item 8.1) Estimated quarters of funding available (item 8.4 divided by 3.8
Note: if the entity has reported positive net operating cash flows in item 1.9, answer item 8.5 as "N/A". Otherwise, afigure for the estimated quarters of funding available must be included in item 8.5.
8.6 If item 8.5 is less than 2 quarters, please provide answers to the following questions:
8.6.1Does the entity expect that it will continue to have the current level of net operatingcash flows for the time being and, if not, why not?Answer: n/a
8.6.2 Has the entity taken any steps, or does it propose to take any steps, to raise furthercash to fund its operations and, if so, what are those steps and how likely does itbelieve that they will be successful?
Answer: n/a
8.6.3 Does the entity expect to be able to continue its operations and to meet its businessobjectives and, if so, on what basis?
Answer: n/a
Note: where item 8.5 is less than 2 quarters, all of questions 8.6.1, 8.6.2 and 8.6.3 above must be answered.

Compliance statement

  • 1 This statement has been prepared in accordance with accounting standards and policies which comply with Listing Rule 19.11A.
  • 2 This statement gives a true and fair view of the matters disclosed.

Date: 31 July 2023

Authorised by: By the board

Notes

    1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the entity's activities for the past quarter, how they have been financed and the effect this has had on its cash position. An entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is encouraged to do so.
    1. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standard applies to this report.
    1. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities, depending on the accounting policy of the entity.
    1. If this report has been authorised for release to the market by your board of directors, you can insert here: "By the board". If it has been authorised for release to the market by a committee of your board of directors, you can insert here: "By the [name of board committeeeg Audit and Risk Committee]". If it has been authorised for release to the market by a disclosure committee, you can insert here: "By the Disclosure Committee".
    1. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as complying with recommendation 4.2 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial records of the entity have been properly maintained, that this report complies with the appropriate accounting standards and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.