Final Results

YooMedia plc Final Results for the year ended 31 December 2006 YooMedia plc ("YooMedia" or "the Company"), the AIM-traded interactive media and games group announces results for the year to 31 December 2006. The results reflect a period of restructuring and repositioning across the business. These benefits in terms of significant improvements in operating margins and profitability have started to flow through in the second half of the year and will continue into the current year. HIGHLIGHTS * Gross Profit remained unchanged at £8.4m (2005: 8.7m); Improved EBITDA from loss in 2005 of £2.9m to loss in 2006 of £0.9m * Improved EBITDA seen in the second half reflects benefits of restructuring * Games & Gambling division - significant progress made with turnaround in profitability Neil MacDonald, Managing Director, Commented: "YooMedia's core businesses have been re-aligned to take advantage of the many new opportunities arising. We are now well positioned to benefit from new business streams, including remote payment services, IPTV service deployments in conjunction with BT Vision and mobile ticketing are expected to come on stream in 2007. "The Directors believe that, on the basis of improved trading and reduced costs, the outlook for the business is positive." 29 June 2007 YooMedia PLC +44 (0) 207 462 0870 Neil MacDonald, Managing Director Nexus Financial Ltd 020 7451 7068 Nicholas Nelson/Kathy Boate Nicholas.nelson@nexusgroup.co.uk Seymour Pierce Limited +44 (0) 207 107 8000 Mark Percy Chairman's statement The results for the full year 2006 reflect both the impact and the benefits arising from the restructuring and repositioning undertaken across the entire business. While the action taken has delivered significant improvements in operating margins, profitability and cost reduction, the benefits have only started to flow through into the financial results during the second half of the year. We are confident that the hard work of 2006 has left the Group in a much stronger position to exploit its core markets and deliver continued improvement in 2007. Results Summary Turnover in 2006 was £62.6m (2005: £85.5m) and reflects the changeover in Games & Gambling from predominantly operating under own brands to becoming a supplier to other brand owners. Gross profit was below last year at £8.4m (2005: £8.7m) whereas earnings before interest, tax, depreciation and exceptional items ("EBITDA") was a loss of £0.9m (2005: loss £2.9m), in turn reflecting the benefit of the re-structuring action starting to flow through into financial results. Games & Gambling Turnover £50.7m, gross profit contribution £2.3m Significant progress was made in YooMedia's Games & Gambling division in the turnaround of the profitability of the division during the year. Gross profit was £2.3m compared to a gross loss in 2005 of £1.4m. Under the agreement with Gala Group, a Gala-branded channel (Sky channel 841) was launched on 4 October 2006, enabling the Company to make substantial cost savings in terms of production, staffing, broadcast and transmission costs and platform carriage costs, while securing guaranteed annualised revenues of £1 million. The launch of a new video-rich `Roulette TV' broadcast channel offering in May 2006 enabled presenter-led roulette broadcast channels with integrated interactive multiplayer gaming. Roulette TV is currently available on 4 channels on Sky, with plans underway to launch across additional platforms, including IPTV and cable. An agreement with Playboy TV was completed in October 2006 and a Playboy-branded interactive TV and mobile-phone gaming service was subsequently launched in November 2006. Since the passing of the Gambling Act 2005, Yoomedia has been anticipating significant changes in the UK gambling sector and, in particular, the presentation of gambling on television. We have prepared for these changes in addition to the work undertaken to re-structure the business. The Act is expected to come into force later on this year and YooMedia has submitted an application for a new UK remote gaming licence in order to continue operating under UK regulation. As the Group has always operated its gaming services under a UK-issued licence, we have been unaffected by the changes in the market in 2006 related to offshore gaming operators. The contract with William Hill to produce a channel on Sky ended on 31 October 2006 and the channel was taken off air in November 2006. An exclusive licence for the game Tringo was acquired in 2006 and a pilot of an interactive TV version was aired on a channel on Sky in early 2007 with a view to evaluating the game's potential as a multiplayer skill-based game played for cash prizes. An agreement was entered into with Catalyst Media Group to develop a head-to-head gaming system which will include Tringo as one of the games, and this is scheduled for launch in 2007. The Company announced its first agreement for delivering games to IPTV with an agreement to develop and operate games on the BT Vision service. The Company is currently in negotiations to grant an option to a third party which would enable the option holder to acquire the Group's Games and Gambling division. The price to be paid for this option will be £0.8 million and the option will expire on 31 October 2007. The ultimate consideration to be paid for the Games and Gambling division under the terms of the option has yet to be determined. We hope to announce further information in the coming weeks. We believe that YooMedia's Games & Gambling business is of interest to businesses seeking to exploit developments in the market and technical platforms that will enable entertainment-based gambling and gaming to be offered and promoted in the UK in ways not previously possible. While the regulatory situation in other markets outside the UK remains uncertain we have not sought to expand the business outside the UK but where certain markets, such as Spain, are expected to open up in the near to mid term we believe that our interests are best suited by working with the right partner in that territory. Interactive Services Turnover £9.0m, gross profit contribution £4.7m YooMedia's Interactive Services business made significant progress in mobile marketing activity, but this was offset by a reduction in general demand for interactive television services and the impact from the changes to the Sky programme guide in February 2006. Turnover was £9m (2005: £11m) and gross profit £4.7m (2005: £7m). YooMedia Enhanced Services addresses the growing mobile-phone-based advertising and marketing sector and continued to innovate with new services combining mobile phone and internet for clients such as Budweiser, Nestlé and Hardys Wine. New services were developed for remote payments for the car parking sector, which is set to introduce the ability to pay charges via mobile phones in the near future. An initial agreement with Central Parking Services was announced in December. Further new development based on interactive kiosks was undertaken in 2006 and we expect announcements of the deployment of these to be made in 2007, including the pilot with L'Oréal in a retail product promotion which was undertaken in March 2007. We have continued to provide the Real Time Messaging System which uniquely measures the time when an SMS message is sent for the Who Wants to Be a Millionaire programme on behalf of Celador and ITV. In the part of the Interactive Services business targeted at the broadcast and digital content sectors, we continued to operate the NHS Direct Interactive service throughout 2006 and we announced that the contract had been extended until April 2008. New data-casting services for the Freeview platform were launched and 3-year agreements were made with amongst others Gemstar TV Guide and Virgin Radio, which will contribute over £900,000 of revenue on an annual basis from this service. While demand remains uncertain in the interactive television sector, we believe many of our technologies and services are applicable to new broadband video channels and IPTV platforms which are at early stages of development in the UK. The interactive advertising sector and, in particular, the mobile-phone-based advertising and promotion sectors are set for continued strong growth and we believe the developments we have made in this area will deliver new and growing revenue streams. It remains to be seen how quickly phone-based payments will be taken up for car parking and other services, however we believe that the YooMedia offering in this area is highly competitive. Dating Turnover £2.9m, gross profit contribution £1.4m 2006 was a challenging year for YooMedia Dating with competition from internet-based services affecting the performance of both the Avenues and Dateline businesses. Dating is a non core activity and we sought to dispose of the business in 2006, however no suitable terms were forthcoming and the decision was taken to separately restructure the businesses under the core brands. As a result, the business withdrew from costly fixed-price direct marketing and substantially reduced its establishment costs and streamlined its operation. In addition, a pilot scheme to assess the potential of franchising the regional operations of the Avenues business was undertaken. The Dateline 121 product continues to be promoted as it offers verified profiling which will become increasingly important for online customers. A free online dating service Letsdateforfree.com was developed and launched in early 2007 to attract a wider range of customers. The implementation of franchising in the Avenues business will reduce costs and risk and allow dedicated local marketing whilst cost reduction in the Dateline business has been undertaken to ensure a more competitive model. The market continues to be highly competitive and we continue to review options for long term strategic solutions for the dating business, which may include disposal of the whole or part of the business. Financial and Group Restructuring At the start of 2006 the Company took action taken to replace costly borrowings with lower cost sources of finance. Yoomedia placed £1.3 million of shares and in May 2006 a convertible loan facility of up to £7.5 million was approved. A substantial financial restructuring was completed in the second half of 2006. In particular, £1.85 m was realised from the sale of assets, including shares held in Catalyst Media Group plc. £762,000 of new funding was secured through a placing of shares on 1 September 2006 and approximately £572,000 of other loans was converted into equity. As a consequence, short-term borrowings have fallen during the year to approximately £650,000 (2005: £3.4 m), with interest and similar charges borne in the second half of the year sharply reduced. Significant effort has been made to reduce overheads and costs. Consequently, staffing costs fell to £7.3million (year ended 31 December 2005: £9.6 million). During the second half of the year the Company entered into long term payment plans with a number of significant suppliers. On 22 December 2006 a permanent reduction in contractual liabilities was negotiated relating to bandwidth and transmission costs of approximately £1.75 million. This is reflected in the indicative results for the six months ended 31 December 2006. A further £0.75 million of similar liabilities was deferred with payments spread over 28 months. Similar arrangements have been completed or are in negotiation in relation to other suppliers and creditors totalling £1.5 million. During the year an assessment of the carrying value of the goodwill was undertaken to take into account the current market conditions. This has led to an impairment of £14.5 million being recognised in the 2006 accounts. Mergers & Acquisitions In August 2006 a joint venture, Honeycone Limited, was entered into with SGI Limited into which the Tringo rights and the ownership of the Real Time Messaging System were transferred. It is intended that these are commercially exploited through this partnership and a pilot of a live interactive television presentation of Tringo was broadcast on Sky channel 842 in January 2007. In June 2006 the Company entered into an agreement with Catalyst Media Group to develop a head-to-head gaming system including a version of the Tringo game. Consideration for this was paid in Catalyst shares and the Company subsequently disposed of the shares in November 2006 for a total of £880,000. Management During the first half of 2006 there were a number of changes to the Board. The Finance Director, Robin Robbins, was forced to step down for health reasons, and Edmund Abrams, YooMedia's Strategy & Development Director, has stepped in to manage the finance function. Mr Abrams is not a Board member. Leo Noe, a non-executive Director, also resigned from the board. 2007 Outlook YooMedia's core businesses within the fast-growing brands and marketing and games and gambling sectors have been re-aligned in order to take best advantage of the many new opportunities arising. We have successfully moved from a branded offering to consumers to a business supply model at a time when activity levels in the sector are increasing around the implementation of the Gambling Act. Consumer uptake of digital TV, mobile and broadband services in the UK continues to grow, attracting increased expenditure and investment from YooMedia's core client groups - advertisers, retailers and gaming operators. The Gambling Act 2005 comes into force in 2007 and is expected to lead to increased activity from operators seeking to take advantage of the opportunities permitted under the new regulations: YooMedia is well positioned to benefit. The proposed option agreement underlines the value of Yoomedia Games & Gambling and, if exercised, will strengthen the balance sheet and provide a firmer foundation for the business as a whole, sufficient to meet its ongoing requirements. New business streams, including remote payment services, IPTV service deployments in conjunction with BT Vision and mobile ticketing are expected to come on stream in 2007. In conclusion, whilst risks remain, the Directors believe that, on the basis of improved trading, reduced costs and a strengthened balance sheet, after the option agreement mentioned above, the outlook for the business is positive. Michael Sinclair Chairman Notes 2006 2006 2005 2005 £000 £000 £000 £000 Turnover 62,586 85,581 Cost of sales (54,171) (76,890) Gross profit 8,415 8,691 Administrative expenses (9,302) (9,302) (11,641) (11,641) Loss before Interest, Tax, (887) (2,950) Depreciation, Amortisation and Exceptionals Depreciation (1,276) (2,127) Amortisation of deferred (1,252) (675) development costs Amortisation of goodwill (2,668) (2,323) Impairment of goodwill (14,512) - Provision for bad debts (637) - Exceptional items 3 (2,988) (2,377) Total depreciation (23,333) (23,333) (7,502) (7,502) amortisation and exceptionals Total administrative expenses (32,635) (19,143) Operating loss 2 (24,220) (10,452) Interest receivable and 3 50 similar income Interest payable and similar (1,259) (775) charges Loss on ordinary activities (25,476) (11,177) before taxation Tax recoverable on ordinary - - activities Loss on ordinary activities (25,476) (11,177) after taxation Equity minority interests - 23 Loss for the financial year (25,476) (11,154) Pence Pence Loss per share - basic 4 (4.38p) (2.37p) - diluted 4 (4.04p) (2.32p) Consolidated profit and loss account Year ended 31 December 2006 The above results are derived entirely from continuing operations. All recognised gains and losses in the current and prior period are included in the profit and loss account. There is no difference between the loss on ordinary activities before taxation and the loss for the financial years stated above and their historical cost equivalents. There are no gains and losses other than those disclosed in consolidated profit and loss account. Therefore statement of recognised gains and losses is not presented. Consolidated balance sheet Year ended 31 December 2006 Notes 2006 2005 £000 £000 Fixed assets Goodwill 24,768 43,980 Other intangible assets 1,378 1,925 Tangible assets 2,123 2,737 Investments 18 13 28,287 48,655 Assets in the course of 360 - construction Current assets Debtors 6,231 7,634 Cash and cash equivalents 139 117 6,370 7,751 Creditors: amounts falling due (9,536) (15,076) within one year Net current liabilities (3,166) (7,325) Total assets less current 25,481 41,330 liabilities Creditors: amounts falling due (5,678) (1,816) greater than one year Provisions for liabilities (1,210) (1,834) Deferred income (2,271) (881) Net assets 16,322 36,799 Capital and reserves Called up share capital 5 13,878 12,060 Shares to be issued 281 281 Share premium account 78,755 75,521 Equity component of convertible 304 - debt Capital redemption reserve 455 455 Profit and loss account (77,351) (51,875) Shareholders' funds 6 16,322 36,442 Equity minority interest - 357 Net Equity 16,332 36,799 Consolidated cash flow statement 31 December 2006 Notes 2006 2005 £000 £000 Net cash outflow from operating 7 (294) (8,334) activities Returns on investments and servicing of finance Interest received 3 50 Interest paid (972) (704) Interest element of finance lease rental (32) (71) payments Net cash outflow from returns on (1,001) (725) investments and servicing of finance Taxation - - Capital expenditure and financial investment Payments to acquire intangible assets (705) (1,878) Payments to acquire tangible fixed assets (664) (1,820) Payments relating to assets in the course (360) - of construction Net cash outflow from capital expenditure (1,729) (3,698) and financial investment Acquisitions and disposals Purchase of subsidiary undertakings (357) (265) Net cash received with subsidiary - (1) undertakings Net cash outflow from acquisitions and (357) (266) disposals Net cash outflow before management of (3,381) (13,023) liquid resources and financing Management of liquid resources Decrease in short-term deposits with - 6,417 banks Financing Issue of ordinary share capital 2,008 2,981 Issue of convertible loan notes 6,000 - Loans and finance leases acquired with - 650 subsidiary undertaking Repayment of loans (1,000) - Repayment of capital element of finance (117) (371) leases and hire purchase contracts Net cash inflow from financing 6,891 3,260 Increase/(decrease) in cash in the year 3,510 (3,346) Notes to the accounts 1. Going concern During the year ended 31 December 2006, the Group recorded a loss before interest, tax, depreciation, amortisation and exceptionals of £0.9 million and a net loss of £25.5 million, and at 31 December 2006 the Group had net current liabilities of £3.1 million. Net cash outflow from operating activities in 2006 was £0.3m. The directors consider that the results for the full year 2006 reflect both the impact and the benefits from the restructuring and repositioning activity undertaken across the entire business. Whilst the action taken has delivered significant improvements in operating margins, profitability and cost reduction, the benefits have only started to flow through into the financial results during the second half of the year. The Directors are confident that the hard work of 2006 has left the Company in a much stronger position to exploit its core markets and deliver continued improvement in 2007. As part of their considerations of going concern, the directors have prepared working capital projections for the period to 31 December 2008. These projections assume growth in revenue above historic levels, further cost reductions and additional synergy benefits beyond those already actioned following the extensive restructuring referred to above. The projections, taken together with unaudited management accounts to date, show the Group becoming EBITDA and cash flow positive during 2008. During the year, the Directors concluded a £2.9 million credit facility with Mentor Marketing & Investment Ltd., replacing the facilities previously provided by Lloyds. The Directors also secured additional funding for the Group though a share placing which raised £762,000, and further improve working capital. Additionally, the Group has a £1.25 million undrawn facility remaining on convertible debt of £7.5 million, which is available to draw down at any time. Since the present facilities are not sufficient to fund the Group's operations for at least the next twelve months, the Directors are in negotiations to grant an option, that would enable a third party to acquire the Games and Gambling division for an amount to be agreed by 31 October 2007. Consequently, the directors consider that it is appropriate to prepare the accounts on the going concern basis. However, in common with similar businesses at this stage of their development, the directors recognise that there will remain a material uncertainty over the Group's ability to realise future profitability and positive cash flows until the Group has established a track record of profitable trading, cash generation and meeting its working capital projections. There is, therefore, material uncertainty related to the above events and conditions which may cast significant doubt on the entity's ability to continue as a going concern and it may be unable to realise its assets and discharge its liabilities in the normal course of business. The statutory accounts for the year ended 31 December 2005 have been delivered to the Registrar of Companies, and those for the year ended 31 December 2006 will be delivered to the Registrar of Companies following the Annual General Meeting. 2. Operating loss The operating loss is stated after charging the following: 2006 2005 £000 £000 Depreciation of owned assets 1,178 1,945 Depreciation of assets held under finance lease 98 182 Amortisation of deferred development costs 1,252 675 Restructuring costs 2,988 - Amortisation of goodwill 2,668 2,323 Write-off of deferred development costs - 680 Impairment of goodwill 14,512 - Provision for bad debts 637 - Employee share option expense - 1,116 Auditors' remuneration -audit services 223 208 Auditors' remuneration - non-audit services - 49 Operating lease charges 866 784 During the year the Group negotiated a permanent reduction in contractual liabilities relating to bandwidth and transmission costs of £1,745,000, which has been credited to cost of sales. 3. Exceptional items Exceptional items, within administrative expenses, relate mainly to the significant strategic redirection that the Group undertook during the year. These items are detailed below: 2006 2005 £000 £000 Recognised in arriving at operating loss: Restructuring costs1 2,781 - Redundancy costs2 106 437 Exceptional professional fees 101 144 Employee share option charge3 - 1,116 Write-off of deferred development costs - 680 2,988 2,377 1 Restructuring costs relate to the loss on restructuring of the Group's dating business and the loss on closure of YooPlay Ltd and MMTV Ltd. 2 Redundancy costs include all relevant taxes and other related costs of redundancy. 3 As described in note 2, under Urgent Issue Task Force abstract 17 (UITF 17), the Company is required to recognise as a charge in the profit and loss account, the amount by which the fair market value of any share options issued to employees exceeds their respective exercise prices at the date of grant. The charge is notional in that there is no underlying cash flow or other financial liability associated with the charge, nor does it give rise to a reduction in net assets or shareholders' funds. In addition there is no impact on distributable profits. 4. Loss per share The basic loss per share for 2006 of 4.38p has been calculated by dividing the net loss of £25.5m for the year (2005: £11.2m) by the weighted average number of 581,251,181 shares in issue during the year (2005 - 469,655,350). The Company has potentially dilutive ordinary shares being share options issued to staff and shares contracted to be issued. The diluted loss per share for 2006 of 4.04p has been calculated in accordance with Financial Reporting Standard 22: Earnings per share, using 630,039,629 shares in issue during the year (2005 - 480,426,774). The diluted loss per share calculation is without reference to adjustments in respect of certain share options that are considered to be anti-dilutive. The deferred shares are not included in the earnings per share or diluted earnings per share. These shares have no voting rights and are non-convertible and therefore do not form part of the ordinary share capital used for the loss per share calculation in accordance with Financial Reporting Standard 22: Earnings per share. 5. Share capital 2006 2006 2005 2005 No. £'000 No. £'000 Authorised Ordinary shares of 1p each 1,200,000,000 12,000 900,000,000 9,000 Deferred shares of 1p each 900,000,000 9,000 900,000,000 9,000 2,100,000,000 21,000 1,800,000,000 18,000 Allotted, called up and fully paid Ordinary shares of 1p each 696,964,276 6,970 515,123,615 5,152 Deferred shares of 1p each 690,822,639 6,908 690,822,639 6,908 1,387,786,915 13,878 1,205,946,254 12,060 During the year the following share issues took place: Date of Notice Description Funds Shares Nominal Share Raised Issued Value Premium £000 No. £000 £000 February 2006 Dating MI 1,250 19,230,770 192 1,058 acquisition February 2006 Dating redundancy 220 3,376,924 34 186 May 2006 Placing 1,300 30,588,235 306 994 September 2006 Placing 700 35,000,000 350 350 88,195,929 882 2,588 Share options exercised During the year, a total of 787,783 share options were exercised at a price of £0.01 per share. The average market price on the dates of exercise was £0.02 per share. Debt conversion During the year, the following conversions of convertible loans took place took place as follows: Date of Notice Debt Shares Exercise Nominal Share Converted Price Value premium Issued £000 No. £ £000 £000 14/07/2006 120 5,309,734 0.023 53 67 14/07/2006 120 5,309,734 0.023 53 67 21/07/2006 120 5,668,665 0.021 57 63 31/07/2006 120 6,013,990 0.020 60 60 24/08/2006 40 2,453,987 0.016 25 16 08/09/2006 120 7,475,293 0.016 75 45 11/09/2006 120 7,588,448 0.016 76 44 27/09/2006 60 3,571,428 0.017 36 24 27/09/2006 60 3,571,428 0.017 36 24 01/12/2006 100 10,000,000 0.01000 100 - 12/12/2006 120 10,894,235 0.01102 109 11 Total 67,856,942 680 421 During the year the Leo Noe lent the Company £500,000, this was repaid by the Company through the issue of ordinary shares as follows: Date of Notice Debt Shares Exercise Nominal Share Converted Price Value premium Issued £000 No. £ £000 £000 05/09/2006 290 14,478,417 0.02 145 145 03/10/2006 210 10,521,600 0.02 105 105 25,000,017 250 250 6. Reconciliation of movement in shareholders funds Group 2006 2005 £000 £000 Loss for the year (25,476) (11,154) New shares issued 5,052 7,150 Equity component of convertible debt 304 - Shares to be issued - 281 Shares to be issued in prior year issued in current year - (3,047) Net reduction in shareholders' funds (20,120) (6,770) Opening shareholders' funds 36,442 43,212 Closing shareholders' funds 16,322 36,442 7. Net cash outflow from operating activities Reconciliation of operating loss to net cash outflow from operating activities: 2006 2005 £000 £000 Continuing operations Loss before tax (25,476) (11,154) Interest payments 1,249 725 Minority interest - (23) Depreciation charge 1,276 2,127 Amortisation and impairment of goodwill 17,180 2,323 Amortisation and impairment of deferred development costs 1,252 1,355 Loss on restructuring 2,988 - Provision for National Insurance on share options - 1,116 Movement in other provisions & Forex (624) (1,307) Decrease in other non-current Assets (5) (13) Decrease/(increase) in debtors 1,403 (1,617) Increase/(decrease) in creditors (928) (1,340) Decrease/(increase) in deferred income 1,391 (526) Net cash outflow from continuing operations (294) (8,334) 8. Reconciliation of net cash flow to movement in net funds 2006 2005 £000 £000 Increase / (decrease) in cash in the year 3,510 (3,346) Decrease in short-term deposits with banks - (6,417) Loans and finance leases acquired with subsidiary - (650) undertakings Repayment of capital element on finance leases 117 371 Convertible loans (6,000) - Repayment of loans 1,000 - Equity component of convertible debt 304 - Convertible debt conversions 1,110 - Capitalisation of interest on convertible (187) - Movement in net funds in the year (146) (10,042) Net funds at beginning of the year (4,997) 5,045 Net debt at end of the year (5,143) (4,997) 9. Post balance sheet events On 24 January 2007, YooMedia plc launched a new free, fully functioning online dating service - letsdateforfree.com. This launch been prompted by the growth in popularity of social networking sites such as MySpace and Facebox, which means that many basic online dating services will now have to be provided without charge. The site will derive its revenue instead from advertising. The Company is currently in negotiations to grant an option to a third party which would enable the option holder to acquire the Group's Games and Gambling division. The ultimate consideration to be paid for the Games and Gambling division under the terms of the option has yet to be determined. The financial information set out above does not constiture the Company's statutory accounts for the year to 31 December 2006 but is derived from those accounts. Copies of the Report and Accounts for the year ended 31 December 2006 are being sent to shareholders on 30 June 2007. Further copies are available from the Company's registered office which is Northumberland House, 155-157 Great Portland Street, London, W1W 6QP. 31 December 2005 sheet

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