Final Results
Yoomedia PLC
06 May 2003
YooMedia plc ('YooMedia' or 'the Company')
Announcement of preliminary results for the year ended 31 December 2002 and
Directorate Change
YooMedia, the interactive TV entertainment company, is pleased to announce its
preliminary results for the period ended 31 December 2002 and the appointment of
Paul Stacey as an Executive Director of the Company.
Highlights:
• Key revenue generation-services have successfully commenced;
• The Board of Directors has been enhanced further with three key
appointments;
• Significant commercial development with;
a) an exclusive partnership with Dateline to provide an interactive TV
dating service;
b) an exclusive partnership with Turner Broadcasting to create an
interactive TV games channel for Cartoon Network; and
c) significantly, a contract with the Office of the Deputy Prime
Minister (ODPM) to provide certain local authorities with technology and
services to enable them to trial electronic voting through the television
for local elections in 2004 and 2005.
• reduced on-going administrative expenses;
• reached agreement with certain minority Shareholders relating to the
Company's flotation in March 2000; and
• secured additional funding of £1.625 million, subject to Shareholders'
approval.
Appointment of Director
The Board is pleased to appoint Paul Quentin Cullum Stacey, 54 years, as an
Executive Director of the Company. Paul joined the Company on 22nd November 2002
and has been the Company Secretary since that date. The Directors welcome him to
the Board and believe his experience will further strengthen the management
team.
Paul qualified as a Chartered Secretary in 1971 and was admitted as a Fellow of
the Institute in 1980. Following management training with the Acrow Group, he
joined Nuffield Hospitals, where he worked for almost twenty years, initially as
Deputy Secretary and latterly as Executive Director of Nuffield Healthcare
Limited. He joined Sinclair Montrose Trust in 1992 and is currently a Director
of a number of its subsidiary and associated companies, including Jarvis Primary
Health Limited.
Michael Sinclair, Executive Chairman and Chief Executive commented:
'Paul's appointment brings a wealth of public sector and healthcare service
experience to YooMedia. This brings immediate advantages, as we are already
making significant inroads into NHS and government projects. He will strengthen
the board and ensure we continue to be a formidable interactive TV player.'
Pursuant to Schedule 2 paragraph (f) of the AIM rules, further disclosures
relating to Paul Stacey's appointment are set out at the end of this
announcement.
Set out below is an extract from the audited financial statements for the period
ended 31 December 2002, of which copies are being despatched to Shareholders in
due course. Further copies are available, free of charge, from the Company's
registered office 179 Great Portland Street, London W1W 5LS.
For further information, please contact:
Michael Sinclair
Chairman and Chief Executive Officer 020 7462 0870
Andrew Fearon
Chief Operating Officer 020 7462 0870
Anick sinclair
Public Relations 020 7462 0870
Chairman's Statement
2002 has been a good year for YooMedia.
We have achieved our targets and made significant steps to creating one of the
leading businesses in the interactive TV sector in the UK. YooMedia is poised
to benefit from the growth of digital TV in the UK and the widening acceptance
of digital TV as the cornerstone of communication and entertainment in the home.
The progress made in 2002 is set out below. I believe it demonstrates the
achievements of the new management team.
During the year the board of directors has been strengthened with the
appointments of Lord Evans of Watford and David Docherty. Lord Evans brings
with him a wealth of experience in both business and in relation to our drive to
become the leading interactive TV Company involved with the public sector.
David Docherty has unmatched experience in interactive TV and broadband and was
previously managing director of broadband at Telewest. We have strengthened the
management team with the appointment of a Technical Director and Commercial
Director, both of whom have a great deal of expertise in this sector.
Commercially we have won a number of significant contracts and created
opportunities which should not be underestimated in the current economic
climate:
- We entered into an exclusive partnership with Dateline, a leading offline
dating agency in the UK and the most trusted and well-known brand in the UK
dating arena, to provide an interactive TV dating service. This product will be
launched on digital TV in the next few months and we expect it will be a
significant contributor to the Company achieving profitability.
- We entered into an exclusive partnership with Turner Broadcasting to create an
interactive TV games channel for Cartoon Network on cable in the UK. I am
pleased to report that this will be launching very shortly on Telewest and
hopefully on ntl before the end of the year.
- Most significantly we have entered into a contract with the Office of the
Deputy Prime Minister (ODPM) to provide certain local authorities with
technology and services to enable them to trial electronic voting through the
television for local elections in 2004 and 2005. YooMedia was the only
dedicated interactive TV company to be chosen to contract with the ODPM for
these services.
Operationally it has also been a successful year for the Company. YooMe2
launched on Telewest and as I reported earlier in the year, has been a
considerable success. The games service has generated since launch 475,090
chargeable game sessions (with prices ranging from 50p to 75p per session) and
the chat service continues to grow its user base. This launch has demonstrated
that we are focused on the right strategy to deliver a successful and profitable
business in 2004. Both games and chat on cable are proving extremely popular.
We anticipate that dating will prove just as popular.
Now that YooMe2 has launched on cable we have a better understanding of the
issues surrounding future launches and can better anticipate these issues for
new products. We also have considerable experience of launching and delivering
services on satellite and this allows us to partner companies with strong media
brands who lack this experience; this, coupled with the relationships forged
with the cable and satellite platforms will allow us to launch products better,
faster and cheaper.
We have also striven to reduce administrative expenses and they are currently
running at a level some 27% (excluding exceptional expenses) below 2002 which
reflect the current economic climate and the revenue currently generated by the
business, whilst allowing the Company to deliver on its current contracts and
develop new opportunities.
In what has been a tough year for business in general and in particular for
technology based businesses, we have made significant steps towards creating a
sustainable profitable business with enhanced Shareholder value.
Staff
I would like to take this opportunity of expressing my gratitude to the staff
for their continued hard work and determination towards the success of the
Company.
Funding
You will be aware that we recently paid over to lawyers acting on behalf of
certain minority Shareholders the sum of £0.75 million, to enable them to pursue
claims that they may have against the advisors to the Company on its admission
to the Alternative Investment Market (AIM) in March 2000. These Shareholders
have covenanted in return not to sue the Company. As a result of this payment
the Company has suffered a shortfall in the level of its cash resources required
to take it through to profitability.
Against adverse market conditions, the Company intends to secure additional
funding of up to £2 million of which £1.625 million has already been irrevocably
committed as at 2 May 2003, subject to shareholders' approval, which together
with anticipated revenues from new services will, I believe, be sufficient to
allow the Company to reach profitability. Further details of this funding are
set out in the circular accompanying the accounts. The Company has examined all
options available to it and I believe that the terms of the funding are the best
option for the business in the current financial environment.
It is particularly pleasing that these funds have been provided by the existing
management team and other directors, including certain key Shareholders of the
business, indicating the level of commitment and belief that they have in the
Company.
Prospects
The Company has invested heavily in the opportunities presented by government to
employ digital TV as a way of interacting with and providing information to
people who do not have access to the Internet. The Office of the E-envoy is
tasked with ensuring that all government departments and agencies, including
local authorities and the NHS are able to communicate and provide information
though the television; this represents a huge opportunity for companies like
YooMedia. (The Office of the E-envoy is part of the Prime Minister's Delivery
and Reform team based in the Cabinet Office.)
The Company has also agreed terms to acquire a majority stake in MieTV, a small
interactive TV agency. MieTV is in discussions to launch a games channel on
Freeview. This will be the first and possibly the only dedicated games channel
on the Freeview platform. Take up of Freeview as an alternative to satellite
and cable has been far greater than originally anticipated and we believe the
total number of households who will have access to this service at the end of
2003 (including old ITV digital subscribers) will be around 2,500,000.
The Company recognizes that despite all the achievements outlined above it has
not delivered increased Shareholder value primarily as a result of the
continuing difficult economic climate.
However, I believe that the prospects for the Company are very good. We have
secured contracts that are capable of enabling us to deliver strong revenue
growth over the next 12 months and we are in a unique position to benefit from
the opportunities being presented in the Public Sector.
Michael Sinclair
Executive Chairman and Chief Executive
2 May 2003
Profit and loss account for the year ended 31 December 2002
Year ended Year ended 31 December 2001
31 December 2002
Note £ £
Turnover 3 38,901 15,200
Cost of sales (1,133,415) (526,907)
Gross loss (1,094,514) (511,707)
Administrative expenses 4 (6,131,791) (4,971,119)
Other operating income 5 - 980,615
Operating loss (7,226,305) (4,502,211)
Interest receivable and similar income 188,319 519,330
Loss on ordinary activities before (7,037,986) (3,982,881)
taxation
Tax on loss on ordinary activities 6 - -
Loss for the financial year (7,037,986) (3,982,881)
Loss per 10p share
- basic and diluted 8 (9.17p) (5.19p)
The above results are derived entirely from continuing operations.
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 other gains or losses other than those recognised in the profit and
loss account.
Balance Sheet as at 31 December 2002
As at As at
31 December 2002 31 December 2001
Note £ £
Fixed assets
Intangible assets - 4,840
Tangible assets 553,544 733,320
553,544 738,160
Current assets
Debtors 570,007 473,148
Cash at bank and in hand 2,229,688 8,031,776
2,799,695 8,504,924
Creditors - Amounts falling due within one year (1,586,522) (438,381)
Net current assets 1,213,173 8,066,543
Total assets less current liabilities 1,766,717 8,804,703
Provisions for liabilities and charges - -
Net assets 1,766,717 8,804,703
Capital and reserves
Called up share capital 9 7,675,807 7,675,807
Share premium account 7,033,171 7,033,171
Capital redemption reserve 455,331 455,331
Profit and loss account (13,397,592) (6,359,606)
Equity Shareholders' funds 1,766,717 8,804,703
Cash flow statement for the year ended 31 December 2002
Year ended 31 December 2002 Year ended 31 December 2001
Note £ £
Net cash outflow from operating activities 10 (5,659,843) (4,823,938)
Returns on investments and servicing of
finance
Interest received 205,964 526,588
Net cash inflow from returns on
investments and servicing of finance 205,964 526,588
Taxation 20,682 -
Capital expenditure and financial
investment
Purchase of tangible fixed assets (368,891) (268,915)
Net cash outflow from capital expenditure
and financial investment (368,891) (268,915)
Net cash outflow before management of
liquid resources and financing (5,802,088) (4,566,265)
Management of liquid resources
Decrease in short-term deposits with banks 12 7,952,302 4,522,006
Increase/ (Decrease) in cash in the year 11, 12 2,150,214 (44,259)
Notes to the financial statements for the year ended 31 December 2002
1 Going concern
The Company intends to secure additional funding in the form of convertible loan
stock of up to £2 million of which £1.625 million has already been irrevocably
committed, subject to shareholders' approval, at an EGM to be held on 29 May
2003.
The directors believe it is appropriate to prepare the financial statements on a
going concern basis, the validity of which depends upon the proposed £1.625
million of funding receiving shareholders' approval and the realisation of
projected revenues from the planned launch of services in 2003 and beyond, or
the reduction of operating costs to a level enabling the Company to continue
trading in the event of a significant shortfall in anticipated revenues. As a
result, the financial statements do not include any adjustments that may be
necessary in the event of the going concern basis not being appropriate.
2 Accounting policies
These financial statements have been prepared under the historical cost
convention and are in accordance with applicable accounting standards, and on a
basis consistent with the 2001 financial statements, except for the adoption of
FRS 19, Deferred Taxation (see below).
Goodwill
Goodwill arises on the excess of the consideration over the fair value of the
identifiable assets acquired. Goodwill is amortised through the profit and loss
account over its useful economic life.
Depreciation
Depreciation is calculated so as to write off the cost of fixed assets, less
their estimated residual values, on a straight line basis over the expected
useful economic lives of the assets concerned. The principal annual rates used
for this purpose are:
Computer equipment 33%
Office equipment 33%
Fixtures and fittings 33%
Short-leasehold improvements 20%
Deferred taxation
The charge for taxation is based on the loss for the year and takes into account
taxation deferred because of timing differences between the treatment of certain
items for taxation and accounting purposes. This is consistent with the prior
year except for adopting FRS19, Deferred Taxation.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more, or a right to pay less, tax in
the future have occurred at the balance sheet date, except that deferred tax
assets are recognised only to the extent that the directors consider that it is
more likely than not that there will be suitable taxable profits from which the
future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences reverse, based on
tax rates and laws enacted or substantively enacted at the balance sheet date.
Turnover
Turnover, which excludes value added tax, comprises mainly revenues from the
sales of games, messaging services and mobile ring tones (2001 - mainly revenues
from the sales of mobile ring tones).
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at
rates of exchange ruling at the end of the financial year. Transactions in
foreign currencies are translated into sterling at the rate of exchange ruling
at the date of the transaction. Exchange differences on retranslation of assets
and liabilities are taken to the profit and loss account in the year in which
they arise.
Operating leases
Rentals payable in respect of operating leases are charged in the profit and
loss account on a straight line basis over the lease term.
Development expenditure
Development expenditure is written off in the profit and loss account as
incurred.
Financial instruments
The Company's financial instruments comprise cash and liquid resources together
with debtors and creditors that arise directly from its operations.
The Company does not enter into derivative or hedging transactions. It has been,
throughout the year under review, the Company's policy that no trading in
financial instruments shall be undertaken. The Company places the majority of
it's cash on interest bearing short-term and instant access deposit. Funds are
transferred to and from deposit on a daily basis. The Company's objective is to
minimise the risk of loss to the Company by limiting the Company's credit
exposure to quality institutions maintaining a very high credit rating. The
main risk arising from the Company's financial instruments is interest rate
risk. Numerical disclosures relating to this risk are given in note 16 to the
financial statements.
The Company's policy in relation to interest rate risk is to monitor short and
medium-term interest rates and to place cash on deposit for periods that
optimise the amount of interest earned while maintaining access to sufficient
funds to meet day to day cash requirements.
Movements in the exchange rates can affect the Company's balance sheet. The
magnitude of this risk is not currently significant to the Company and therefore
no specific measures are currently undertaken to manage the risk.
Related party disclosures
FRS 8, Related Party Disclosures, requires the disclosure of the details of
material transactions between the reporting entity and any related parties.
These are set out in note 26.
Share options issued to employees
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. These costs are recognised over
the vesting period. 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.
As a result of the grant of share options under unapproved schemes since 6 April
1999, the Company will be obliged to pay National Insurance contributions on the
difference between the market value of the underlying shares and their exercise
price when the options are exercised.
The liability is calculated on the difference between the exercise price and the
market value at the date the options are exercised. The liability is
recalculated by reference to the market value at each balance sheet date and the
charge is recognised over the performance period.
3 Segmental reporting
The Company's turnover and loss on ordinary activities before taxation are
derived entirely from the provision of games, messaging services and mobile ring
tones for interactive TV, which arose mainly in the United Kingdom.
4 Administrative expenses
Included within Administrative expenses are exceptional charges of £1,067,933
relating to the purchase of a patent (£123,000), redundancy costs (£194,933) and
an accrual (£750,000) for the payment made in February 2003 to lawyers acting on
behalf of certain minority Shareholders to enable them to pursue claims that
they may have against the advisors of the Company on it's admission to the
Alternative Investment Market in March 2000.
5 Other operating income
Other operating income in 2001 comprised an exceptional credit of £980,615
relating to monies received from a bank account linked to Steve Laitman.
6 Tax on loss on ordinary activities
There is no taxation charge in the year (2001 - £nil).
The tax assessed on the loss on ordinary activities for the year differs from
the standard rate of tax of 20%. The differences are reconciled below:
Year ended 31 December 2002 Year ended 31 December 2001
£ £
Loss on ordinary activities before taxation (7,037,986) (3,982,881)
Loss on ordinary activities multiplied by 20% (1,407,597) (796,576)
Effect of expenses not deductible for tax purposes 112,799 190,074
Losses not recognised 1,294,798 606,502
Current year tax charge - -
7 Dividend
The directors do not recommend the payment of a dividend.
8 Loss per share
The basic loss per share has been calculated by dividing the net loss for the
year by the weighted average number of 76,758,071 shares in issue during the
year (year ended 31 December 2001 - 76,758,071). The Company has potentially
dilutive ordinary shares being share options issued to staff. As the exercise
price of these options is more than the average market price of the Company's
ordinary shares during the year, no adjustment has been made for the dilutive
impact in either 2002 or 2001 as this would decrease the reported loss per
share. Therefore there is no difference between the loss per ordinary share and
the diluted loss per ordinary share.
9 Share capital
Year ended 31 December 2002 Year ended 31 December 2001
£ £
Authorised
100,000,000 ordinary shares of 10p each 10,000,000 10,000,000
10,000,000 10,000,000
Allotted, called up and fully paid
76,758,071 ordinary shares of 10p each 7,675,807 7,675,807
7,675,807 7,675,807
10 Net cash outflow from operating activities
Reconciliation of operating loss to net cash outflow from operating activities:
Year ended 31 December 2002 Year ended 31 December 2001
Continuing operations £ £
Operating loss (7,226,305) (4,502,211)
Depreciation charge 545,243 364,067
Amortisation of goodwill 4,840 28,989
UITF 17 charge - 42,798
UITF 25 provision for National Insurance on share - (94,016)
options
Loss on disposal of fixed assets 3,424 -
Increase in debtors (135,185) (39,692)
Increase/(Decrease) in creditors 1,148,140 (623,873)
Net cash outflow from continuing operations (5,659,843) (4,823,938)
11 Reconciliation of net cash flow to movement in net funds
Year ended 31 December 2002 Year ended 31 December 2001
£ £
Increase/ (Decrease) in cash in the year 2,150,214 (44,259)
Movement in deposits (7,952,302) (4,522,006)
Movement in net funds in the year (5,802,088) (4,566,265)
Net funds at beginning of the year 8,031,776 12,598,041
Net funds at end of the year 2,229,688 8,031,776
12 Analysis of net funds
At 1 January Cash flow At 31 December
2002 2002
£ £ £
Cash at bank and in hand 79,473 2,150,214 2,229,687
Liquid resources 7,952,303 (7,952,302) 1
Total 8,031,776 (5,802,088) 2,229,688
Liquid resources comprise short-term deposits with banks.
13 Related party transactions
Sinclair Montrose Trust Ltd, a Company controlled by Michael Sinclair, Chairman
of the Board of Directors, rents out a small portion of Yoomedia's office space.
Rental is re-charged by Yoomedia plc to the Company at fair market value. As
at 31 December 2002, the Company owed £558 of rent to Yoomedia.
14 Post balance sheet events
• the Company paid £0.75 million to lawyers acting on behalf of certain
minority Shareholders in February 2003;
• the Company intends to secure additional funding of up to £2 million, of
which £1.625 million has already been irrevocably committed, subject to
Shareholders' approval at an EGM to be held on 29 May 2003; and
• the Company is undertaking a capital reconstruction whereby, subject to
Shareholders' approval, each issued and un-issued ordinary share of 10p will
be subdivided into one Ordinary Share and nine Deferred Shares of 1p.
The foregoing financial information does not constitute financial statements
within the meaning of Section 240 of the Companies Act 1985. The Company's
financial statements for the year ended 31 December 2002 which contain an
unqualified audit report, modified to include reference to the matters set out
in Note 1, will be mailed to Shareholders and filed with the Registrar of
Companies in due course, and copies will also be available from the Company
Secretary at the Company's registered office 179 Great Portland Street, London
W1W 5LS, 020 8515 2800. The comparative financial information has been
extracted from the Company's financial statements for the year ended 31 December
2001, which have been filed with the Registrar of Companies and contained an
unqualified audit report and a report by the auditors under s237(2) of the
Companies Act 1985.
The Board approved the preliminary results on 2 May 2003.
Director disclosures pursuant to Schedule 2 paragraph (f) of the AIM Rules:
Paul Stacey is currently a director of the following companies (UK registered
unless otherwise stated):
Amity Healthcare Capital Limited
B.D.S. (Management) Limited
The CareCatalyst Limited
Cost Rent Management Limited
Grovehill Limited
The Healthcare Property Company Limited
The Holding Company Limited
The Holding Company Retail PLC
iDesk Plc1
Independent Maternity Centres Limited
Infection Management Limited
Jarvis Primary Health Limited
JPH (Hinckley) Limited
JPH (Leamington Spa) Limited
JPH (Wingate) Limited
The Rosenberg Group Plc
Sinclair Medical Partners Limited
Sinclair Montrose Properties Limited
Sinclair Montrose Trust Limited
Six-13 Limited
Space Cadets Ltd.
and, over the previous five years, was a director of the following companies (UK
registered unless otherwise stated):
Chesham Lyall (Holdings) plc
GP Deputising Service Limited
Healthcare Capital Resources (UK) Limited
Hospital Capital Corporation (UK) Limited
KioskPoint Limited (formerly Sticker Stations UK Limited)
London Jewish News Limited
Medicentres (UK) Limited
New Moon Publications Plc
New Moon Publishing Company Limited
Notional Rent Management Limited
Shalom Publications Limited
Sinclair Montrose Healthcare Plc
Union Income Benefit Limited2
Union Income Benefit Holdings Plc
1 iDesk Plc is currently in receivership.
2 Union Income Benefit Limited is currently undergoing a Company Voluntary
Arrangement.
Save as disclosed herein, no further information is required to be disclosed in
relation to Paul Stacey pursuant to Schedule 2 paragraph (f) of the AIM rules.
This information is provided by RNS
The company news service from the London Stock Exchange