Interim Results

For Immediate Release Friday 15 December 2000 TelMe.com plc Interim Results for the Six Months Ended 30 September 2000 Highlights * Turnover in Customer Relationship Management division increased by 26% compared to equivalent period last year because of important new business wins including Thomas Cook. The Group's CRM division currently accounts for around 62 per cent. of turnover and now represents core of Group's activities. * Corporate Travel division which was loss making last year performed strongly with turnover up by 31% compared to same period last year and is now generating much improved results. Operating profits before goodwill amortisation were £0.3 m. * Turnover in Online Services division increased by 77% compared to same period last year as a result of growth of TelMe Global Traveller and increase in sales of Ticket Window Travel software products. * Group turnover rose by 32% overall to £8.4m (1999: £6.4m). * Gross profit increased by 38% to £6.6m (1999:£4.8m). * Pre-tax loss before goodwill for the half year was £0.7m (1999: £1.1m) a further significant improvement on the previous period despite non-recurring marketing launch costs of £0.4m. * Group will continue to seek acquisitions which are complimentary to its existing business and will enable it to accelerate its growth in core markets. Commenting on the results, Sir Gordon Brunton, Chairman said: 'The development of the Group's businesses achieved in the first half is continuing in the second half and the Directors are encouraged by the progress in the year to date. The markets in which our businesses operate are growing and the increased scale of our operations is enabling us to take advantage of economies of scale to further improve our efficiency. The Board remains confident in the future and I would like to thank our shareholders for their continuing support.' For further information, please contact: TelMe.com plc Graham Ramsey, Chief Executive 020 7240 2640 Richard Law, Finance Director 020 7240 2640 Golin/Harris Ludgate Richard Hews 020 7253 2252 TELME.COM PLC Chairman's Statement - Six Months to 30 September 2000 Overview The Group made good progress in the first half of the year and this progress has continued in the second half. At the half year, Group turnover was up by 32 per cent. compared to the same period in the previous year and gross profit was up by 38 per cent. as a result of positive growth in all of our three divisions. Divisional Review Customer Relationship Management (CRM) Division (formerly CIDM Division) In the first half of the year, turnover in this division increased by 26 per cent. compared to the equivalent period in the previous year because of important new business wins with customers such as Thomas Cook. As a result, the division generated operating profits before goodwill amortisation of £0.6 million compared to a loss of £0.1 million in the same period last year. In the last full year, the CRM division generated profits before goodwill of £1.1 million despite the first half loss of £0.1 million and the Directors believe that the future prospects for this business are excellent. The Group's CRM division currently accounts for around 62 per cent. of Group turnover and now represents the core of the Group's activities. Operating profits after goodwill for the first half of the year were £0.3 million compared to a loss of £0.3 million for the same period last year. The earnout arrangements for GB Mailing Systems Limited ('GB'), which was acquired in 1998 and which represents the bulk of the CRM division's turnover, came to an end in July 2000. As a result of the significant growth in profits since acquisition, an earnout payment of £4.0 million was made to the vendors of GB bringing total consideration to £9.0 million. The majority of the earnout payment of £4.0 million had been accrued in the accounts at the time of the acquisition and the earnout payment was satisfied by the issue of new ordinary shares at an average price of 53p determined in accordance with the terms of the acquisition agreement. Corporate Travel Division The Corporate Travel division has performed strongly and is now generating much improved results. Considerable work has been performed over the last two years to improve and replace systems and reorganise management, which is now proving successful. Turnover in the first half of the year was 31 per cent. higher than in the previous year and operating profits before and after goodwill amortisation were £0.3 million (1999: £0.1 million loss) and £0.2 million (1999: £0.2 million loss) respectively. Online Services Division Turnover in the Group's Online Services division increased by 77 per cent. compared to the same period in the previous year as a result of the growth of the Internet Travel Service 'TelMe Global Traveller'' and the increase in sales of the Ticket Window travel suite of software products. Operating expenses increased as a result of the increased size of the business and as a result of non-recurring marketing costs of £0.4 million associated with the launch of TelMe Global Traveller in the first quarter. Losses in this division in the first half were £1.2 million (1999: £0.5 million). Costs are now lower than in the first half and are expected to reduce further over the course of the year. It is the intention in the near future to merge the Group's Online Services division with the Corporate Travel division to bring all of the Group's travel interests under one organisational structure. The combined travel interests will then comprise a technology driven Corporate Travel Agent with clients, such as ARM, Novell, Halliburton and Schlumberger, a growing internet travel service and software sales to the travel industry in the UK and Internationally. The Directors believe that the prospects for this business are good and the Group will continue to examine ways to best develop shareholder value from these interests. Acquisitions It is the Group's strategy to continue to grow both organically and by acquisition. The Group will continue to seek acquisitions which are complementary to its existing business and which enable the Group to accelerate its growth in its core markets. Prospects The development of the Group's businesses achieved in the first half is continuing in the second half and the Directors are encouraged by the progress in the year to date. The markets in which our businesses operate are growing and the increased scale of our operations is enabling us to take advantage of economies of scale to further improve our efficiency. The Board remains confident in the future and I would like to thank our shareholders for their continuing support. Sir Gordon Brunton Chairman 15 December 2000 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2000 Unaudited Unaudited Audited 6 Months to 6 Months to Year to Note 30 September 30 September 31 March 2000 1999 2000 £'000 £'000 £'000 Gross sales 3 Customer Relationship Management 5,207 4,124 9,181 Online Services 3,484 607 2,498 Corporate Travel 25,534 19,023 39,917 34,225 23,754 51,596 Turnover 3 Customer Relationship Management 5,207 4,124 9,181 Online Services 1,076 607 1,306 Corporate Travel 2,142 1,629 3,487 8,425 6,360 13,974 Cost of sales (1,840) (1,606) (2,965) Gross profit 6,585 4,754 11,009 Other operating expenses (excluding goodwill amortisation) (7,309) (5,892) (12,540) Goodwill amortisation 4 (319) (284) (613) Operating (loss) / profit Customer Relationship Management 343 (303) 745 Online Services (1,234) (524) (1,818) Corporate Travel 159 (202) (246) Central costs (311) (393) (825) 5 (1,043) (1,422) (2,144) Interest receivable less payable 18 10 39 Loss on ordinary activities before taxation (1,025) (1,412) (2,105) Taxation - - - Loss on ordinary activities after taxation (1,025) (1,412) (2,105) Dividend - - - Amount transferred from reserves (1,025) (1,412) (2,105) Loss per 2.5p ordinary share (pence) 6 (1.4) (2.0) (3.0) Loss per 2.5p ordinary share (pence) - diluted 6 (1.4) (2.0) (3.0) Adjusted loss per 2.5p ordinary share (pence) - before goodwill amortisation 6 (1.0) (1.6) (2.1) CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2000 Unaudited Unaudited Audited Note 30 September 30 September 31 March 2000 1999 2000 £'000 £'000 £'000 Fixed assets Intangible assets 12,017 11,824 11,838 Tangible assets 2,150 2,178 2,178 14,167 14,002 14,016 Current assets Stocks 1 11 1 Debtors 7,855 6,636 6,752 Cash and short term deposits 2,983 3,201 4,036 10,839 9,848 10,789 Creditors : amounts falling due within one year (8,465) (7,436) (7,745) Net current assets 2,374 2,412 3,044 Total assets less current liabilities 16,541 16,414 17,060 Creditors : amounts due in more than one year (393) (484) (443) 16,148 15,930 16,617 Capital and reserves Called up share capital 1,959 1,718 1,805 Share premium account 34,443 30,294 31,219 Merger reserve 7,757 7,389 7,757 Shares not yet issued 7 578 3,400 3,400 Profit and loss account (28,589) (26,871) (27,564) 16,148 15,930 16,617 CONSOLIDATED CASHFLOW FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2000 Note Unaudited 6 Months to 30 September Unaudited 6 Months to 30 September Audited Year to 31 March 2000 1999 2000 £'000 £'000 £'000 Net cash outflow from operating activities 5(a) (1,002) (884) (653) Returns on investments and servicing of finance Interest received 93 102 199 Interest paid (72) (88) (154) Interest element of finance lease rental payments (3) (4) (6) 18 10 39 Taxation Corporation tax paid (8) - (92) Capital expenditure and financial investment Payments to acquire tangible fixed assets (243) (198) (470) Receipts from the sale of tangible fixed assets 3 25 54 (240) (173) (416) Acquisitions and disposals Acquisition of subsidiary undertakings (22) - (42) Net overdrafts acquired with subsidiary undertakings - - 29 (22) - (13) Cash outflow before use of liquid resources and financing (1,254) (1,047) (1,135) Management of liquid resources Cash withdrawn from short term deposits 18 1,302 1,997 Financing Proceeds from issue of ordinary shares - - 990 Share issue costs - - (10) Repayment of capital element of finance leases and loans (69) (92) (144) (69) (92) 836 Increase/(decrease) in cash 5(b) (1,305) 163 1,698 NOTES TO THE INTERIM FINANCIAL STATEMENTS 1. BASIS OF PREPARATION The interim financial statements are prepared on the basis of the accounting policies set out in the annual report and accounts for the year ended 31 March 2000. 2. PUBLICATION OF NON-STATUTORY ACCOUNTS The financial information contained in this interim statement is unaudited and does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information for the full preceding year is based on the statutory accounts for the financial year ended 31 March 2000. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies. 3. GROSS SALES Gross sales represents the value of goods and services invoiced to customers exclusive of value added tax. This additional disclosure is included to illustrate the impact on the value of amounts invoiced to customers of bought in services from airlines and other operators which are charged on to customers by the Corporate Travel and Online Services divisions. Turnover for the Corporate Travel and Online Services divisions represents commission income net of the cost of bought in services invoiced out to customers. 4. GOODWILL AMORTISATION Unaudited Unaudited Audited 6 Months to 6 Months to Year to 30 September 30 September 31 March 2000 1999 2000 £'000 £'000 £'000 Customer Relationship Management (208) (195) (409) Online Services (21) - (17) Corporate Travel (90) (89) (187) (319) (284) (613) 5. OPERATING LOSS a) Reconciliation of operating loss to operating cash flows Unaudited Unaudited Audited 6 Months to 6 Months to Year to 30 September 30 September 31 March 2000 1999 2000 £'000 £'000 £'000 Operating loss (1,043) (1,422) (2,144) Depreciation 271 269 542 Amortisation of intangible fixed assets 80 80 160 Goodwill amortisation 319 284 613 (Profit) / loss on disposal of fixed assets (3) (1) 6 Increase in debtors (1,106) (640) (726) Decrease in stocks - - 10 Increase in creditors 480 546 886 (1,002) (884) (653) NOTES TO THE INTERIM FINANCIAL STATEMENTS continued b) Reconciliation of net cashflow to movement in net funds Unaudited 6 Months to 30 September Unaudited 6 Months to 30 September Audited Year to 31 March 2000 1999 2000 £'000 £'000 £'000 At the beginning of the period 2,110 2,277 2,277 Finance leases arising on acquisition - - (12) Decrease in debt 69 92 144 Increase/(decrease) in cash (1,305) 163 1,698 Movement in short term deposits with banks (18) (1,302) (1,997) At the end of the period 856 1,230 2,110 c) Analysis of net funds At 31 March Cashflow At 30 September 2000 Six Months 2000 £'000 £'000 £'000 Cash 3,830 (1,035) 2,795 Short term deposits 206 (18) 188 4,036 (1,053) 2,983 Bank overdraft (1,423) (270) (1,693) 2,613 (1,323) 1,290 Finance leases (72) 31 (41) Loans (431) 38 (393) 2,110 (1,254) 856 6. EARNINGS PER SHARE Earnings per share has been calculated in accordance with Financial Reporting Standard 14 by reference to the following; Unaudited 6 Months to 30 September 2000 Unaudited 6 Months to 30 September 1999 Audited Year to 31 March 2000 Pence £'000 Pence £'000 Pence £'000 Loss after taxation (1.4) (1,025) (2.0) (1,412) (3.0) (2,105) Add goodwill amortisation 0.4 319 0.4 284 0.9 613 Adjusted loss after taxation (1.0) (706) (1.6) (1,128) (2.1) (1,492) Weighted average number of shares in issue 72,360,140 68,733,884 70,080,556 Diluted weighted average number of shares in issue - - - 72,360,140 68,733,884 70,080,556 NOTES TO THE INTERIM FINANCIAL STATEMENTS continued 7. COMPLETION OF ACQUISITION OF GB MAILING SYSTEMS LIMITED GB Mailing Systems Limited ('GB') was acquired by the Group in July 1998. Under the agreement for the acquisition, deferred consideration was payable to the vendors of GB two years after the date of the acquisition, subject to performance. In September and November 2000, the Group completed the payment of the deferred consideration for the acquisition of GB. The total amount of deferred consideration was £3,978,000 which was paid in two tranches: * in September 2000, £3,378,250 was satisfied by the allotment and issue of 6,172,575 ordinary shares at an issue price of 54.73 pence and a payment in cash of £21,750 to cover vendor expenses; and * in November 2000, £578,000 was satisfied by the allotment and issue of 1,302,388 ordinary shares at an issue price of 44.38 pence. The authority for the Board to allot the shares and pay the cash was granted by shareholders at an Extraordinary General Meeting held at the time of the acquisition. The accounts of the Company made up to 31 March 2000 held an amount of £3,400,000 disclosed as shares to be issued for the earnout deferred consideration. This was the estimate of the value of the deferred consideration payable made at the time of the acquisition in July 1998. At 30 September 2000, an amount of £578,000 is held within shares to be issued in respect of the second tranche of deferred consideration, as satisfied in November 2000. INDEPENDENT REVIEW REPORT TO TELME.COM PLC Introduction We have been instructed by the company to review the interim financial information for the six months ended 30 September 2000 set out on pages 4 to 9 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The Listing Rules of the Financial Services Authority require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 September 2000. Ernst & Young Manchester 15 December 2000 5 1

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