Final Results

17 May 2005 TOTALLY PLC ('Totally', 'the Company' or 'the Group') Preliminary results for the year ended 31 December 2004 Totally Plc, the publishing and communications Group that targets niche Jewish communities around the world, today announces its preliminary results for the year ended 31 December 2004. Highlights: * Robin Morgan, Editor of Sunday Times Magazine, joins the Board as a non-executive director * Merger of TotallyJewishTravel & SederOlam to create the world's largest Jewish travel site * Global Jewish dating portal set to launch later this month * Global Jewish directory set to launch June 2005 * Turnover of £2.70 million (2003: £1.95 million) * Operating loss of £0.30 million (2003: loss £0.21 million) Commenting on the results, Dr Michael Sinclair, Non-Executive Chairman, said: '2004 was the year in which Totally Plc made the greatest strides yet in creating a global publishing and communications Group targeting the Jewish market. With the successful acquisition and integration of the Jewish Advocate, which has been profitable and cashflow generative since its acquisition in January 2004, the Group now has the content and distribution capability to grow rapidly and profitably on both sides of the Atlantic. The Company has today strengthened the board through the appointment of Robin Morgan, the award winning, long serving Editor of Sunday Times Magazine, as a non executive director. Robin's appointment represents a significant endorsement of the current strategy and focus of the business. The Group has also entered into an agreement to merge its online travel business www.totallyjewishtravel.com with www.sederolam.com, the leading Israeli business travel site. By creating the world's largest Jewish travel portal, the Group hopes to exploit the ample opportunities within the Jewish travel sector, which is currently estimated to be worth in excess of $300 million per annum. In the next few months, the Group proposes to launch a number of new services websites targeting the global Jewish market. These will include a new Jewish dating portal targeting the 1,000,000 (approx) Jewish singles across the world, a market estimated to be worth in excess of $2 million per annum. A new global Jewish directory service is also about to be launched, which your Directors believe will become the standard for directory listings across Europe and the United States. Having now completed its reorganisation and restructuring, the Group is now positioned to take advantage of the opportunities for increased profits and growth, and the Directors believe that 2005 will be an exciting year with a positive outlook for the future. Chairman's Statement 2004 was the year in which Totally Plc made the greatest strides yet in creating a global publishing and communications group targeting the Jewish market. With the successful acquisition and integration of the Jewish Advocate, which has been profitable and cashflow generative since its acquisition in January 2004, the Group now has the content and distribution capability to grow rapidly and profitably on both sides of the Atlantic. One of the key targets for the period under review was the successful integration of the Jewish Advocate and as a result, the creation of cost-based economies of scale between the London and Boston newspapers and websites. I am pleased to report that the introduction of new systems and working practices has created an opportunity to share significant amounts of content and editorial resources between the sister publications. This has helped the Group consolidate its editorial and production resources and will lead to a material reduction in the Group's operating costs in 2005 and beyond. During 2004 advertising and subscription revenues in both London and Boston remained static. Whilst disappointing, this reflected the management team's primary focus on product and delivery development, the benefits of which will again be seen in 2005. During the period under review the Group's turnover grew to £2.76 million (2003: £1.95 million). The operating loss for the Group increased to £0.28 million (2003: loss £0.21 million). Board Changes Earlier today, the Company strengthened the board following the appointment of Robin Morgan, the award winning, long serving Editor of Sunday Times Magazine, as a non-executive director. Robin's appointment represents a significant endorsement of the current strategy and focus of the business. In order to align the make up of the Board with the Group's primary activities, Andy Margolis and Dan Levitt, who head up the technology and marketing services arms of Totally Communications Limited respectively, will be stepping down from the main Board with effect from the conclusion of the Annual General Meeting. Andy Margolis will not be seeking re-election and Dan Levitt will be resigning. Going forward, Totally Communications Limited will be run more autonomously reflecting the Board's desire to see this business flourish. Andy Margolis and Dan Levitt will remain directors of Totally Communications Limited and key figures in the Group's senior management. Post Year End Since the year end, the Group has entered into an agreement to merge its online travel business www.totallyjewishtravel.com with www.sederolam.com, the leading Israeli business travel site. The agreement covers the creation of a jointly and equally owned business which will take ownership of the combined assets of the two sites. By creating the world's largest Jewish travel portal, the Group hopes to exploit the ample opportunities within the Jewish travel sector, which is currently estimated to be worth in excess of $300 million per annum. The Group is also about to launch a number of new websites targeting the global Jewish market. These will include a new Jewish dating portal targeting the 1,000,000 (approx) Jewish singles across the world, a market estimated to be worth in excess of $2 million per annum. A new global Jewish directory service is also about to be launched, which your Directors believe will become the standard for directory listings across Europe and the United States. Prospects Having now completed its reorganisation and restructuring, the Group is now positioned to take advantage of the opportunities for increased profits and growth, and the Directors believe that 2005 will be an exciting year with a positive outlook for the future. Michael Sinclair Chairman 16 May 2005 Consolidated profit and loss account for the year to 31 December 2004 Note 2004 2003 £000 £000 Turnover Continuing operations 1 2,014 1,952 Acquisitions 684 - 2,698 1,952 Other external charges Continuing operations (697) (680) Acquisitions (36) - (733) (680) Staff costs: Wages and salaries Continuing operations (1,173) (1,031) Acquisitions (217) - Social security costs Continuing operations (129) (112) Acquisitions (21) - (1,540) (1,143) Depreciation and other amounts written off tangible and intangible fixed assets Continuing operations (29) (24) Acquisitions (4) - (33) (24) Other operating charges Continuing operations (364) (313) Acquisitions (332) - (696) (313) Total expenses Continuing operations (2,392) (2,160) Acquisitions (610) - (3,002) (2,160) Operating (loss)/profit Continuing operations (378) (208) Acquisitions 74 - (304) (208) Interest payable and similar (28) (15) charges Loss on ordinary activities (332) (223) before taxation Taxation 68 44 Loss after tax for the year (264) (179) Loss per share - basic 5 (0.34)p (0.33)p Loss per share - diluted 5 (0.34)p (0.33)p Consolidated balance sheet at 31 December 2004 2004 2003 Note £000 £000 £000 £000 Fixed assets Intangible assets 941 - Tangible assets 2 184 46 1,125 46 Current assets Inventory 3 - Debtors 3 391 391 Cash at bank and in hand 48 - 442 391 Creditors: amounts falling due within 4 (1,142) (647) one year Net current liabilities (700) (256) Total assets less current liabilities 425 (210) Net Assets/(liabilities) 425 (210) Capital and reserves Called up share capital 788 582 Share premium account 2,947 2,255 Revaluation reserve 1 - Profit and loss account (3,311) (3,047) Shareholders' funds/(deficit) - equity 425 210 interests Consolidated cash flow statement for the year ended 31 December 2004 2004 2003 Note £000 £000 Net cash outflow from operating activities (215) (175) Returns on investments and servicing of finance Bank interest paid (28) (15) (243) (190) Taxation R&D tax credit 68 44 Capital expenditure Payments to acquire tangible fixed assets (164) (17) Acquisitions Purchase of investments in subsidiary undertakings (31) - Cash acquired with subsidiary 27 - Cash outflow before financing (343) (163) Financing Capital repayments under finance leases - (2) Issue of ordinary share capital for cash - 155 Expenses paid in connection with share issues - (4) Decrease in cash in the period (343) (14) Notes to the financial statements 1. Basis of preparation The financial statements are prepared on a going concern basis, which the Directors believe to be appropriate for the following reasons. The Group currently meets its day-to-day working capital requirements through two overdraft facilities, which are repayable on demand. The Group has confirmed the availability of a facility of £500,000 with Bank Hapoalim, which was renewed on 29 April 2005 until 28 April 2006. As security for the facility, the bank has obtained the unlimited Joint and Several Guarantees of Dr. Michael J. Sinclair (non-executive Director), Mr Leo Noe and Grand Rabbi Y.A. Korff of Boston (non-executive Director). In addition, a working capital facility of £150,000 has been agreed with Natwest which is secured on the Group's debtor book. This facility is due for renewal on 31 October 2005. The Directors have prepared projected cash flow information for the period ending twelve 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. Tangible fixed assets Short Computer Fixtures Total leasehold equipment and property fittings £000 £000 £000 £000 Cost At beginning of year 54 105 29 188 Acquired with subsidiary - - 64 64 Additions - 155 9 164 Disposals - - (29) (29) At end of year 54 260 73 387 Depreciation At beginning of year 29 90 23 142 Acquired with subsidiary - - 57 57 Charge for year 10 13 10 33 Disposals - - (29) (29) At end of year 39 103 61 203 Net book value At 31 December 2004 15 157 12 184 At 31 December 2003 25 15 6 46 3. Debtors 31 31 December December 2004 2003 £000 £000 Trade debtors 247 254 Other debtors 26 34 Other taxation and social security 5 52 Prepayments and accrued income 113 51 391 391 4. Creditors: amounts falling due within one year 31 31 December December 2004 2003 £000 £000 Bank loans and overdrafts 596 205 Trade creditors 295 211 Other creditors including taxation and social 77 78 security Accruals and deferred income 174 153 1,142 647 5. Loss per share The calculation of the basic loss per share is based on the loss of £264,000 (2003 £179,000) and on 77,133,270 (2003: 53,943,682) 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 FRS 14 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. 6. Dividends The Directors are not proposing the payment of a dividend in respect of the year ended 31 December 2004. 7. Publication of non-statutory accounts The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The consolidated balance sheet as at 31 December 2004 and the consolidated profit and loss account, consolidated cash flow statement and associated notes for the year then ended have been extracted from the Group's financial statements. Those financial statements have received an unqualified report from the auditors but have not yet been delivered to the Registrar of Companies. The 2003 accounts have been delivered to the Registrar of Companies and the auditors gave an unqualied report on them. 8. Copies of accounts will be sent to shareholders shortly and will also be available at the Company's registered office, Unit 611, Highgate Studios, 53-79 Highgate Road, Kentish Town, London NW5 1TL. Enquiries Totally PLC Steve Burns Tel: 020 7692 6929 John East & Partners Limited John East/David Worlidge / Simon Clements Tel: 020 7628 2200

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