Final Results
24 June 2009
Totally plc
("Totally" or the "Company")
Final results for the year ended 31 December 2008
CHAIRMAN'S STATEMENT
Group Overview
The Group comprises two UK based business divisions; a digital
marketing agency, Totally Communications and a publishing division, Jewish
News & Media Group.
Totally Communications has three main service sectors:
1. Website and software design & development
2. Consultancy & systems integration
3. Online marketing
Jewish News & Media Group publishes on and offline media for the
UKs Jewish community including:
1. A weekly newspaper `Jewish News'
2. A quarterly lifestyle magazine, `Pulse'
3. An annual Celebrations magazine, `TotallyJewishSimchas'
4. A community portal, `www.TotallyJewish.com'
Disposal of Trading Subsidiary
As a result of a strategic review the company chose to focus
primarily on its core UK businesses and in September 2008 disposed of its US
based publishing business, Jewish Advocate Publishing Corporation, to the
Grand Rebbe Korff. The board believed that its financial position had worsened
from prior years. During the period under review it incurred an operating loss
of £43,000 for the period to 31 August 2008.. The Independent Directors
believed that a long term decline in the business of Jewish Advocate would
have a serious effect on the financial prospects of the Company and would be a
major distraction to the management.
In consideration for the sale, 20,500,000 million ordinary shares,
which were held by the Grand Rebbe Korff, were redesignated as deferred shares
and warrants to subscribe for 4,394,350 ordinary shares, which were also held
by the Grand Rebbe Korff, were cancelled. The deferred shares are for all
practical purposes worthless and have no voting rights, they carry no
entitlement to attend general meetings of the Company nor do they have the
right to receive dividends.
The disposal was carried out in a tax efficient manner but created
a loss of £968,000 in the group income statement as the group was obliged to
cancel the ordinary shares from the Grand Rebbe and recognise the deferred
shares at nominal value therefore no consideration has been recognised in
respect of the disposal.
Financial Summary
- During the period under review the Group's turnover from
continuing operations was £1.68 million (2007: £1.84 million).
- Operating loss from continuing operations improved by £0.39
million to £0.064million (2007: £0.45 million)
- Administrative expenses for continuing operations before non-cash
charges for amortisation and depreciation reduced by £0.28 million to
£1.29million (2007: £1.55 million).
- Wages and staff costs reduced by £0.21 million to £1.12 million
(2207: £1.34 million)
- Head office charges reduced by £0.21 million from £0.53 million
to £0.32 million.
- Operating profit for the group's publishing division improved by
£0.15 million to £0.073 million (2007: loss £0.078 million)
- Operating profit for the group's digital marketing division
improved by £0.02 million to £0.18 million (2007: £0.16 million)
- Combined operating profit for the group's continuing operations
minus head office charges improved by £0.17 million to £0.26 million (2007:
£0.09 million).
- Group EBITDA from continuing operations for the period before
head office charges was £0.29 million (2007: £0.35 million).
- Cash generated from continuing operations improved by £0.096
million to £0.023million (2007: loss £0.019 million).
- Basic loss per share on continuing operations improved by 0.3p
per share to £0.1p (2007: £0.4p)
The group's balance sheet does not attribute any goodwill to the
titles of the Publishing division. The board believes that this does not show
an accurate representation of their true position.
Board, Staff and Clients
I would like to thank Totally's board and staff for their efforts
over the period under review as well as our clients.
Prospects
Trading since the beginning of the current financial year has,
despite the general economic climate, been stable and the Board anticipates a
positive outcome for the full year.
Dr Michael Sinclair
Non-Executive Chairman
24 June 2009
FURTHER ENQUIRIES
Totally Plc www.totallyplc.com
Daniel Assor CEO 020 7692 6929
John East & Partners Limited
Simon Clements 020 7628 2200
Virginia Bull
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008
2008 2007
Note £000 £000
Continuing operations
Revenue 1,684 1,836
Cost of Sales (430) (462)
Gross profit 1,254 1,374
Administrative expenses (1,287) (1,555)
Loss before interest, tax, depreciation
and amortisation (33) (181)
Depreciation (9) (6)
Amortisation (22) (89)
Impairment - (176)
Operating loss (64) (452)
Finance costs (40) (39)
Loss before taxation (104) (491)
Income tax 2 18 24
Loss for the year from continuing (86) (467)
operations
Discontinued operations
(Loss)/Profit for the year from
discontinued operations (1,000) 124
Loss for the year attributable to
Equity shareholders (1,086) (343)
Loss per share
Basic
Continuing operations 4 0.1p 0.4p
Discontinued operations 4 0.9p (0.1p)
1.0p 0.3p
Diluted
Continuing operations 4 0.1p 0.4p
Discontinued operations 4 0.9p (0.1p)
1.0p 0.3p
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2008
2008 2007
£000 £000 £000 £000
Non current assets
Goodwill and intangible fixed assets 51 1,014
Property, plant and equipment 7 27
58 1,041
Current assets
Inventories - 8
Trade and other receivables 290 433
Cash and cash equivalents 14 94
304 535
Total assets 362 1,576
Current liabilities
Trade and other payables (338) (475)
Borrowings - financial liabilities (561) (542)
(899) (1,017)
Non current liabilities
Investment in joint venture - (28)
Total Liabilities (899) (1,045)
Net (liabilities)/assets (537) 531
Shareholders' Equity
Called up share capital 4 1,124 1,124
Share premium account 4 3,353 3,353
Translation reserve 4 - 1
Retained earnings 4 (5,014) (3,947)
Equity shareholders (deficit)/funds (537) 531
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2008
Notes 2008 2007
£000 £000
Cash flows from operating activities
Operating loss from continuing operations (64) (349)
Option charge 18 21
Share of joint venture loss - (4)
Amortisation and depreciation 31 270
Increase in inventories 1 1
Decrease/(Increase) in trade and other
receivables 69 (21)
Decrease in trade and other payables (32) (37)
Cash generated/(utilised) from continuing
operations 23 (119)
Loss/Profit before taxation from discontinued
operations (43) 31
Depreciation 3 4
Movement in working capital from discontinued
operations 32 (9)
Cash (utilised)/generated from discontinued
operations 3 (8) 26
R&D tax credit 18 24
Foreign tax on subsidiary profit (5) (7)
Net cash generated/(utilised) by operating
activities 28 (76)
Cash flows from investing activities
Purchase of non current asset (8) (80)
Cash disposed with subsidiary 3 (35) -
Costs on disposal of subsidiary (44) -
Net cash utilised by investing activities (87) (80)
Cash outflow before financing (59) (156)
Cash flows from financing activities
Interest paid (40) (38)
Issue of ordinary share capital - 467
Receipt for exercise of share options - 2
Net cash (utilised)/generated from financing
activities (40) 431
Net (decrease)/increase in cash and cash
equivalents (99) 275
Cash and cash equivalents at beginning of year (448) (723)
Cash and cash equivalents at 31 December 3 (547) (448)
Cash and cash equivalents comprise:-
Cash and short term deposits 14 94
Bank overdrafts (561) (542)
(547) (448)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2008
Equity
Share Profit share-
Share premium Translation and loss holders'
capital account Reserve account funds
£000 £000 £000 £000 £000
At 31 December 2006 901 3,107 2 (3,625) 385
Loss for the year - - - (343) (343)
Share capital issued 223 246 - - 469
Currency translation
differences on foreign
currency net investments - - (1) - (1)
Credit on issue of share - - - 15 15
options
Credit on issue of - - - 6 6
warrants
At 31 December 2007 1,124 3,353 1 (3,947) 531
Loss for the year - - - (1,086) (1,086)
Currency translation
differences on foreign
currency net investments - - (1) 1 -
Credit on issue of share - - - 12 12
options
Credit on issue of - - - 6 6
warrants
At 31 December 2008 1,124 3,353 - (5,014) (537)
NOTES TO THE PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMEBR 2008
1. BASIS OF PREPARATION
These financial statements have been prepared in accordance with
International Financial Reporting Standards, International Accounting
Standards and Interpretations (collectively IFRS) issued by the International
Accounting Standards Board (IASB) as adopted by European Union ("adopted
IFRSs"), and are in accordance with IFRS as issued by the IASB.
The financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 December 2007 and 2008,
but is derived from those accounts. Statutory accounts for 2007 have been
delivered to the Registrar of Companies and those for 2008 will be delivered
following the Company's Annual General Meeting. The Auditors have reported on
those accounts; their reports were unqualified and did not contain statements
under the Companies Act 1985, sections 237(2) or (3).
The Group has confirmed the availability of a facility of £700,000
with Bank Hapoalim which was renewed on 22 September 2008 until 30 June 2009.
As security for the facility, the bank has obtained the unlimited Joint and
Several Guarantees of Dr Michael J. Sinclair (non-executive Chairman), and Mr
Leo Noe.
In addition, a working capital facility of £50,000 has been agreed
with Natwest which is secured on the Group's debtor book. This facility is due
for renewal on 30 September 2009.
The Directors have prepared projected cash flow information for the period
ending 12 months from the date of their approval of these financial
statements.
On the basis of cash flow forecasts and discussions with the Group's bankers,
the Directors consider that the Group will be able to operate within the
facilities currently agreed.
Inherently, there can be no certainty in relation to these matters,
but the Directors believe that the going concern basis of preparation
continues to be appropriate.
2. TAXATION
a) Taxation charge
2008 2007
£000 £000
Overseas income tax on - 7
subsidiary undertakings
Research and development tax credit (18) (24)
Total current income tax credit (18) (17)
charged in the income statement
b) Taxation reconciliation
The current income tax credit for the period is explained below:
2008 2007
£000 £000
Loss before tax (1,086) (360)
Taxation at the standard UK income
tax rate of 28 per cent. (2007: 30 per cent.) (304) (108)
Research and Development tax credit (18) (24)
Deferred Tax movement not provided for 304 108
Foreign tax adjustment - 7
Total income tax credit charged in the income
statement (18) (17)
b) Deferred tax
Tax losses of £3,861,000 (2007: £3,776,000) are available to relieve future
profits of the Group. A deferred tax asset has not been recognised in respect
of these losses on the grounds of uncertainty in respect of when and the rate
the losses will be recovered at.
3. NOTES TO THE CASH FLOW STATEMENT
(i) Cash flows relating to discontinued operations
2008 2007
£000 £000
Cash flows from operating activities
Profit before taxation from discontinued
operations (43) 31
Depreciation 3 4
Increase in inventories 6 (4)
Increase in trade and other receivables 28 10
Decrease in trade and other payables (2) (15)
(8) 26
Foreign tax on subsidiary profit (5) (1)
Net cash (utilised)/generated by
operating activities (13) 25
Cash flows from investing activities
Purchase of non current assets - (10)
Cash disposed with subsidiary (35) -
Net cash (utilised)/generated by
investing activities (35) (10)
Cash outflow before financing (48) 15
Cash flows from financing activities
Interest received - 1
Net cash from financing activities - 1
Net increase/(decrease) in cash and cash
equivalents (48) 16
Cash and cash equivalents at beginning of
year 48 32
Cash and cash equivalents at 31 December - 48
4. LOSS PER SHARE
The calculation of the basic loss per share is based on the loss of £1,086,000
(2007: £343,000) and on 107,322,909 (2007: 107,135,514) ordinary shares being
the weighted average number of shares in issue during the period. The diluted
loss per share is the same as the basic loss per share, in accordance with
IAS33 which prescribes that potential ordinary shares should only be used as
dilutive when, and only when, their conversion to ordinary shares would
decrease net profit or increase net loss per share from continuing operations.
5. DIVIDEND
The Directors do not propose the payment of a dividend.
6. RELATED PARTY TRANSACTIONS
The Group has taken advantage of the exemption available under IAS
24, "Related Party Disclosures", not to disclose details of transactions with
its subsidiary undertakings.
The following related party transactions have been carried out at arms length
and are required to be disclosed in accordance with IAS24.
As set out in note 1, Dr Michael Sinclair, and Mr Leo Noe have provided
guarantees in respect of the Group's current overdraft facility.
In 2008, purchases of £nil (2007: £3,714), on an arm's length basis were made
from N Assor, wife of D Assor who is a board member of this Company. A balance
of £nil (2007: £nil) is included in trade creditors at year end.
In 2008, purchases of £4,270 (2007: £3,030), on an arm's length basis were
made from J Margolis, mother of A Margolis who is a director of
Totallyjewish.com Limited. A balance of £1,000 (2007: £80) is included in
trade creditors at year end.
Included in trade debtors is an amount of £30,194 (2007: £65,952) due from
Totally Jewish Travel Inc., a company in which the Group had a joint venture
interest, that was sold during the year. Sales of £53,515 (2007: £59,553)
relating to the recharge of services to Totally Jewish Travel Inc have been
made in the year. Balances of £17,584 due from Totally Jewish Travel Inc.
(2007: £nil) have been written off during the year.
Included in trade debtors is an amount due of £nil (2007: £1,439) from Friends
of Laniado UK, a registered charity of which Dr Michael Sinclair is also the
chairman. Sales during the year amounted to £nil (2007: £734). At the year end
a bad debt provision of £nil (2007: £1,439) was made in the accounts against
outstanding trade debtor balances.
In 2008 fees of £25,000 (2007: £nil) have been charged by BDS Limited, a
company where Dr Michael Sinclair is a director.
7. COPIES OF THE REPORT & ACCOUNTS
Copies of the Report and Accounts will be posted to shareholders shortly, will
be available from the Company's registered office Unit 611 Highgate Studios,
53-79 Highgate Road, London NW5 1TL and are available from the Company's
website www.totallyplc.com.
Wednesday, 15th January 2025
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