Final Results

Telme.Com PLC 14 June 2000 TELME.COM PLC Preliminary Results for the Year Ended 31 March 2000 Highlights * Strong organic growth and growth by acquisition resulted in turnover and gross profit increasing by 40% and 46% to £14 million and £11 million respectively. Over the last two years turnover has grown by over 300%. * Growth was particularly strong in the second half when losses were much reduced and cash of £0.2 million was generated from operations. Established operations were strongly cash generative. * Operating losses for the full year before the amortisation of goodwill and intangibles were £1.4 million (1999: £3.1 million). The Group remained committed to Research and Development during the year with expenditure of £1.6 million. * The Group launched Telme Global Traveller (www.Telme.com), an internet travel service. This service saw gross sales increase to an annualised £5 million in May 2000 from an annualised £1 million in November 1999. * The Group acquired the profitable content and technology provider, Farebase Limited, bringing the number of acquisitions over the last two years to four. This proactive acquisition strategy will continue in the coming year where synergies exist. * The Customer Information and Database Management division saw particularly strong expansion of its database outsourcing business with business wins at Nestle, London Electricity, WH Smith and Demon Internet. * Cash balances at 31 March 2000 were £4 million (1999: £4 million). Short-term borrowings were £1.4 million (1999: £1.1 million) giving net cash balances available to the Group of £2.6 million (1999: £2.9 million). * The Group is a well balanced business with excellent prospects. It is the Group's expectation that increasing performance in the year ahead from its established and leading edge businesses will create a Group of stability and strength. For further information, please contact: TelMe.com plc Graham Ramsey, Chief Executive 020 7240 2640 Richard Law, Finance Director 0151 608 0205 Ludgate Communications Richard Hews 020 7253 2252 Chairman's Statement Overview During the year your company has made significant progress. The financial highlights of the year were: * The Group operating loss for the year before the amortisation of goodwill and other intangibles was £1.4 million (1999: £3.1 million). * Cash absorbed by operations for the full year was £0.7 million (1999: £1.8 million). In the last six months the Group moved towards profitability and generated cash of £0.2 million from operations. * Gross sales increased to £51.6 million (1999: £31.7 million) and turnover was £14 million (1999: £10 million). * Cash balances at 31 March 2000 were £4 million (1999: £4 million). Short-term borrowings were £1.4 million (1999: £1.1 million) giving net cash balances available to the Group of £2.6 million (1999: £2.9 million). Group Review The Group has three operating divisions: * Customer Information & Database Management (CIDM) * Online Services * Corporate Travel CIDM This division is represented by GB Information Management and Datacare. It provides name address & telephone number data capture, management and enhancement software and services and is used by businesses to validate names, addresses and telephone numbers. Bureau & data analysis services are also provided which enable the analysis and creation of databases for improved consumer targeting. Customer database outsourcing, a rapidly growing service, allows corporates with large databases to outsource the management and interpretation of their customer databases. The division is performing well and profitably. Online Services This division provides the operations and development for the electronic commerce activities of the Group. The division provides online business information and travel services in both business-to-business and business to consumer markets under the Online brand TelMe. It also licenses electronic commerce systems both in the UK and overseas. Under the Farebase brand it distributes information and technology to the UK travel trade. In August 1999 the Group launched Telme Global Traveller, an Internet travel service, which has been developed using the Ticket Window Technology, acquired a year earlier. This service has achieved significant success. In November 1999 annualised gross sales were £1million and by May this year, they had grown to £5million. This division is currently loss making as a result of the investment in research and development and promotional expenditure needed to establish the new products. Corporate Travel Corporate Travel is represented by Seaforth's Travel Limited which is one of the top 15 business travel agents in the UK. The division's performance earlier in the year was disappointing but in recent months we have seen a significant improvement and the division has now moved into profit. Seaforth's plays a vital role in the booking fulfillment process and in providing content for Telme Global Traveller. Acquisitions In November 1999 the Group acquired Farebase Limited, an information provider to the travel industry. The company also sells software to travel agents and is an important element in our plans to become a leading Internet travel service provider. The Farebase data was combined with that of Telme Global Traveller in mid May to create a one-stop leisure and business travel service. Farebase is profitable and growing. Our strategy for the coming year will be to make further acquisitions of profitable businesses where these have clear synergies with our existing businesses. Change of Name In February the Group changed its name from PhoneLink plc, which has ceased to be meaningful in the context of its new activities. The new name, TelMe.com plc is also the Web address of the Group's Internet trading platform. Board Appointment In April 2000 the company announced the appointment, as a Non- Executive Director, of John Walker-Haworth. John had worked with the Group as an advisor over a number of years at S.G. Warburg. He is also Deputy Chairman of the Takeover Panel. His experience and knowledge will be a great asset to the business moving forward. Prospects TelMe.com is now a well-balanced business with excellent prospects. The volatility in the market of Internet stocks has affected the public perception of the company, however, our Internet interests are growing impressively, operating alongside our other profitable interests. It is our strong expectation that our improving performance in the year ahead will create a Group of stability and strength. We are grateful to Graham Ramsey and his colleagues for their ongoing dedication and contribution. Sir Gordon Brunton Chairman Financial and Operating Review As explained in the Chairman's statement, the Group further consolidated its position in existing markets during the year and expanded its activities through acquisition. The Group's gross sales and turnover continued to grow. Turnover reached £14 million compared to £10 million in 1999 and £3.2 million in 1998, representing an increase of 335% over two years. Gross profitability improved during the year and operating expenses grew less quickly than turnover despite heavy marketing costs for TelMe Global Traveller towards the year end to yield an operating loss before the amortisation of goodwill and other intangibles of £1.4 million (1999: £3.1 million). The retained loss for the year was £2.1 million (1999: £3.4 million). The second half of the year saw performance continue to improve compared to the first half. Turnover was 20% higher than the first half, losses were much reduced and the Group's operations generated cash of £0.2 million compared to cash absorbed of £0.9 million in the first half. The Group's cash position and liquidity remained encouraging with cash balances of £4.0 million (1999: £4.0 million) and short term borrowing of £1.4 million (1999: £1.1 million) giving net cash balances available to the Group at 31 March 2000 of £2.6 million (1999: £2.9 million). Gross Sales Gross sales represent the value of goods and services invoiced to customers for which the Group is responsible. This includes the value of amounts invoiced for bought in services from airlines and other operators which are charged on to customers by the Corporate Travel division and the Online Services division. The Group earns commissions and fees as a result of generating gross sales. These are disclosed under turnover for the Group. Turnover Turnover increased during the year by 40% to £14 million (1999: £10 million). This was attributable to organic growth within existing businesses, the inclusion of full year results for acquisitions made part way through the previous year and to the acquisition of Farebase Limited which took place in November 1999. The components of turnover during the year were as follows: Customer Information and Database Management (CIDM) This division comprises the activities of GB Information Management ('GB') and DataCare, both of which operate in the Customer Relationship Management (CRM) and direct marketing sectors. The DataCare business which was part of the Group before the acquisition of GB was formally merged with GB during the year. Synergies arising from the merger assisted the seasonal upturn in the latter part of the year to yield particularly strong growth in the second half with turnover up 23% compared to the first half. The move towards generating a higher proportion of turnover, from providing outsourcing services for the management of customer databases continued with significant business wins during the year. These arrangements with clients such as Nestle, London Electricity, W H Smith and Demon Internet are typically long term and high value and have had a positive impact on the structure and quality of the CIDM divisions income. Online Services Division This division comprises the Group's Internet and Technology businesses which have been brought together during the year. Turnover is derived principally from commission on the sale of Internet travel services through TelMe Global Traveller (www.Telme.com), the provision of online business information through the TelMe business information product and the sale of software and Internet booking engine licences for TelMe Ticket Window. Turnover in the year was £1.3 million (1999: £1.2 million), including £0.3 million from Farebase. Turnover associated with the TelMe business information product reduced during the year by around 35%. This product, which makes use of proprietary technology, retains a loyal following of customers but is no longer actively sold as a core product within the Group. Sales of all other products and services within the Online Services division experienced organic growth during the period. Corporate Travel The Corporate Travel division saw recovery during the year in its core markets. Progress was also made into new and growing markets including computer services and financial services. A presence in Covent Garden in Central London also assisted the sales recovery and sales growth continued in the second half of the year. This was despite an expected down turn because of the seasonally slow Christmas period and fears of travelling around the time of the millennium. Turnover for the year was £3.5 million (1999: £2.4 million). Gross Profit and Cost of Sales Gross profit for the year increased from £7.5 million to £11 million. The increase was as a result of both higher turnover and a richer sales mix resulting from quicker growth within our higher margin businesses. Expressed as a percentage of turnover, gross margin for the Group increased during the year from 75% to 79%. In terms of distribution, seasonal factors together with strong performances from all divisions in later months meant that £6.3 million of the £11 million gross profit was generated in the second half. Other Operating Expenses Other operating expenses excluding goodwill were £12.5 million (1999: £10.7 million). On a like for like basis, excluding exceptional costs, other operating expenses increased year on year by 30%. This growth in operating expenses compares favourably with the increase in turnover of 40% and increase in gross profit of 46%. The Group maintained a high level of commitment to Research and Development during the year with expenditure of £1.6 million (1999: £1.5 million) on the development of new products and services, and improvement of existing products and services. Goodwill Amortisation The Group has followed Financial Reporting Standard 10 and consequently purchased goodwill arising on consolidation in respect of the acquisition during the year has been capitalised. This goodwill is amortised to nil by equal annual instalments over its useful economic life. For the acquisition made during the year the Board has estimated the useful economic life of the purchased goodwill to be ten years. The goodwill amortisation charge for the year ending 31 March 2000 in respect of acquisitions made during the year and in previous years was £0.6 million (1999: £0.4 million). Operating Loss The net operating loss for the year before the amortisation of goodwill and other intangibles was £1.4 million (1999: £3.1 million). After the amortisation of goodwill and other intangibles, the operating loss was £2.1 million. The components of this balance were as follows: Customer Information and Database Management This division generated operating profits of £1.2 million before goodwill amortisation (1999: £0.7 million) and £0.7 million after goodwill amortisation (1999: £0.4 million). This business traditionally performs better in the second half than the first half because of seasonality. This was magnified in the current year as a result of particularly strong organic growth in the second half of the year. Operating profits for the second half were £1.0 million compared with a loss of £0.3 million in the first half. Online Services The Online Services division incurred an operating loss of £1.8 million (1999: £2.9 million). During the year, new products were developed and launched, such as the Internet travel service TelMe Global Traveller, and the scope of our online travel activities were expanded by the acquisition of Farebase Limited. The Ticket Window software product acquired last year was further developed and adapted to be sold to small and medium sized travel agents internationally in the form of internet booking engines. This enables these agents to provide their clients with cost effective internet access to their services. With a significant number of potential customers worldwide and with sales success already achieved, the early signs for this business are promising. Of the £1.8 million operating loss for the year, £1.3 million was incurred in the second half. The increase in second half losses was principally as a result of the marketing and staff resource directed towards the launch and market testing of TelMe Global Traveller. These have reduced since the year end as the product has settled into its post launch marketing cycle. Corporate Travel The Corporate Travel division continued to perform below expectations particularly in the first half of the year because of the ongoing impact of the low oil price on its oil services industry customers. The underlying performance improved significantly in the second half despite the seasonal downturn at Christmas which was more marked than previously because of fears of travelling at the time of the millennium. Of the loss for the year of £246,000, £202,000 was attributable to the first half and £44,000 was attributed to the second half year. Central Costs Central costs incorporate the costs of the Group's Head Office and Board, and the costs of certain central functions and services not allocated to the Group's divisions. Interest receivable less payable Interest is earned on cash balances which are invested in accordance with the Group's Treasury Policy. Net interest receivable during the year reduced from £219,000 to £39,000. This was as a result of lower average cash balances and lower prevailing interest rates throughout the year. Taxation The Group did not incur a taxation charge in the year in respect of its ongoing businesses or its acquired Farebase business. At 31 March 2000, the Group had losses available for offset against the future trading profits of certain of its business activities of £19.3 million (1999: £18.8 million). Amounts transferred from reserves The amount transferred from reserves to cover trading losses was £2.1 million down from £3.4 million in the previous year. Financial Instruments The Group's principal financial instruments comprise bank loans, finance leases and hire purchase contracts, cash and short term deposits. The main purpose of these financial instruments is to finance the Group's operations. The Group has other financial instruments such as trade debtors and trade creditors, that arise directly from its operations. Balance sheet and liquidity Explanations of the most significant movements in the balance sheet during the year are as follows: Intangible assets The carrying value of intangible assets at 31 March 2000 was £11.8 million (1999: £12.4 million). During the year additional goodwill arose on the acquisition of Farebase Limited resulting in an increase in the value of goodwill of £0.4 million. A provision for goodwill which arose last year in respect of earn out arrangements for the acquisition of Seaforths of £0.2 million was reversed which reduced the accrued cost of the acquisition and therefore goodwill by £0.2 million in the Group's books. The carrying value of goodwill on acquisitions and other intangible assets was further reduced by amortisation in accordance with the Group's accounting policies by £0.6 million and £0.2 million respectively. The accrual for goodwill arising on the acquisition of GB in relation to the earn out arrangements remains in the accounts at £3.4 million representing the estimate of earn out which may be due at the end of the earn out period in August 2000. This estimate is based on the actual performance of GB to the end of March 2000 in conjunction with the forecast performance to the end of the earn out period. The amount of actual earn out due at the end of August 2000 will be paid as follows: * The first 35% of any earn out amount due will be paid by the issue of new ordinary shares at the average market price over the 28 dealing days preceding the end of the earn out period. * The balance of 65% of any earn out amount due will be paid either by the issue of new ordinary shares, the price being determined in the same way as above, or by the payment of cash. The method of payment adopted will be at the option of the board and will be influenced by factors such as alternative uses for Group cash. In accordance with Financial Reporting Standard (FRS) 7, the balance sheet at 31 March 2000 shows that the total amount due under the earn out will be paid by the issue of new ordinary shares. In order to be consistent this treatment has also been adopted for the comparative figures for the year to 31 March 1999. Debtors Debtors at the year end were £6.8 million (1999: £6 million) comprising £6 million of trade debtors and £0.8 million of other debtors. The level of trade debtors is a function of the value of gross sales for travel services within the Corporate Travel and Online Services divisions. The full value of gross sales is reflected in trade debtors. Cash and short term deposits and liquidity At 31 March 2000 the Group had cash and short term deposits of £4 million (1999: £4 million). The Group also had overdrafts of £1.4 million (1999: £1.1 million) giving net cash balances available to the Group of £2.6 million (1999: £2.9 million). During the year the Group raised £1 million net of costs by way of placing to fund the marketing of its TelMe Global Traveller product. The principle uses of cash during the year were the investment in Group fixed assets of £0.5 million, the repayment of the capital element of loans of £0.1 million and the payment of corporation tax in relation to a pre-acquisition tax liability of GB of £0.1 million. Operating activities, including the marketing of TelMe Global Traveller, absorbed £0.9 million of cash in the first half of the year but generated £0.2 million of cash in the second half of the year giving net cash consumed by operations for the year of £0.7 million. Richard Law Group Finance Director Group profit and loss account Year ended 31 March 2000 Continuing Acquisitions Note Operations 2000 2000 2000 1999 £'000 £'000 £'000 £'000 Gross Sales Customer Information and Database Management 9,181 - 9,181 6,398 On-line Services 2,197 301 2,498 1,238 Corporate Travel 39,917 - 39,917 24,079 ------- ------- ------- ------- 51,295 301 51,596 31,715 Turnover Customer Information and Database Management 9,181 - 9,181 6,398 On-line Services 1,005 301 1,306 1,238 Corporate Travel 3,487 - 3,487 2,378 ------- ------- ------- ------- 13,673 301 13,974 10,014 Cost of sales (2,950) (15) (2,965) (2,492) ------- ------- ------- ------- Gross profit 10,723 286 11,009 7,522 Other operating expenses (excluding goodwill amortisation) (12,303) (237)(12,540) (10,708) Goodwill amortisation (596) (17) (613) (411) ------- ------- ------- ------- Operating (loss) / profit Customer Information and Database Management 745 - 745 383 On-line Services (1,850) 32 (1,818) (2,896) Corporate Travel (246) - (246) (310) Central Costs (825) - (825) (774) ------- ------- ------- ------- (2,176) 32 (2,144) (3,597) Loss from interest in associated undertakings - (3) Interest receivable less payable 39 219 ------- ------- Loss on ordinary activities before taxation (2,105) (3,381) Taxation - - ------- ------- Loss on ordinary activities after taxation (2,105) (3,381) Dividend - - ------- ------- Amount transferred from reserves (2,105) (3,381) ------- ------- Loss per 2.5p ordinary share (pence) 2 (3.0)p (5.4)p ------- ------- Loss per 2.5p ordinary share (pence) - diluted (3.0)p (5.4)p ------- ------- Adjusted loss per 2.5p ordinary share (pence) - before goodwill amortisation and exceptional items (2.1)p (3.0)p ------- ------- Group balance sheet As at 31 March 2000 2000 1999 £'000 £'000 Fixed assets Intangible assets 11,838 12,388 Tangible assets 2,178 2,273 ------- ------- 14,016 14,661 ------- ------- Current assets Stocks 1 11 Debtors 6,752 5,996 Cash and short term deposits 4,036 4,033 ------- ------- 10,789 10,040 Creditors : amount falling due within one year (7,745) (6,616) ------- ------- Net current assets 3,044 3,424 ------- ------- Total assets less current liabilities 17,060 18,085 Creditors : amounts falling due after more than one year (443) (743) ------- ------- 16,617 17,342 ------- ------- Capital and reserves Called up share capital 1,805 1,718 Share premium account 31,219 30,294 Merger reserve 7,757 7,389 Shares not yet issued 3,400 3,400 Profit and loss account (27,564) (25,459) ------- ------- Shareholders funds attributable to equity interests 16,617 17,342 ------- ------- Group statement of cash flows Year ended 31 March 2000 2000 2000 1999 1999 £'000 £'000 £'000 £'000 Net cash outflow from (653) (1,793) operating activities Returns on investments and servicing of finance Interest received 199 390 Interest paid (154) (157) Interest element of finance lease rental payments (6) (14) ------- ------- 39 219 Taxation Corporation tax paid (92) (237) Capital expenditure Payments to acquire tangible fixed assets (470) (575) Receipts from the sale of tangible fixed assets 54 213 ------- ------- (416) (362) Acquisitions and disposals Disposal of associated undertaking - 2 Acquisitions of subsidiary undertakings (42) (2,557) Net cash / (overdrafts) acquired with subsidiary undertakings 29 (194) ------- ------- (13) (2,749) ------- ------- Cash outflow before use of management of liquid resources and financing (1,135) (4,922) Management of liquid resources Cash withdrawn from short term deposits 1,997 5,714 Financing Proceeds from issue of ordinary shares 990 Share issue costs (10) (250) Repayment of capital element of finance leases (100) (60) Repayment of capital element of loans (44) - ------- ------- 836 (310) ------- ------- Increase in cash 1,698 482 ------- ------- Notes to the accounts: 1. Reconciliation of net cash flow to movement in net funds 2000 1999 £000 £'000 At the beginning of the period 2,277 8,144 Finance leases arising on acquisition (12) (289) Loans arising on acquisition - (406) Decrease in debt 144 60 Increase in cash 1,698 482 Movement in short term deposits with banks (1,997) (5,714) ------- ------- At the end of period 2,110 2,277 ------- ------- 2. Earnings per share has been calculated in accordance with Financial Reporting Standard No. 14 by reference to a loss of £2,105,000 (1999: £3,381,000) and a weighted average number of shares in issue of 70,080,556 (1998: 62,768,440). 3. The above financial information does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The financial information for the year ended 31 March 2000 has been extracted from the statutory accounts on which an unqualified audit opinion has been issued. Statutory accounts for the year ended 31 March 2000 will be delivered to the Registrar in due course. The comparative financial information is based on the statutory accounts for the financial year ended 31 March 1999. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies.

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