Final Results

Yoomedia PLC 26 May 2006 YooMedia plc / Ticker: YOO / Market: AIM / Sector: Media 26 May 2006 YooMedia plc ('YooMedia' or 'the Group') Preliminary Results YooMedia plc, the AIM traded interactive media and gaming group, announces its preliminary results for the year ended 31 December 2005. Overview • Turnover up over fourfold to £85.6m (2004: £21.3m) • EBITDA loss of £2.9m (2004: loss of £7.5m) • Expect to enter profitable trading in 2006 • Improved financial position after share placings and a loan note issue • Games and Gambling division expected to make a positive contribution going forward following agreements with blue-chip companies including William Hill and Gala Leisure • Strategic options being explored for the potential sale or spin off of the dating business • YooMedia Enhanced Solutions established to provide a multi-digital platform service for the marketing and advertising sectors - contracts with major brands such as Boots, Nestle and Anheuser Busch • Board strengthened with the appointment of Neil MacDonald as Group Managing Director YooMedia Managing Director Neil MacDonald said: 'The Company has undergone some significant changes as it focuses on its core offering and establishes itself as a leading interactive media and gaming group. I am confident that the business is on the cusp of achieving its goals. It is now in a stronger financial position following our fund raising, which has reduced our debt. With an innovative team, pioneering technology, healthy, and solid relationships with leading blue-chip companies I believe that we have put in place the right procedures and business structure to become profitable and maximise our potential.' Chairman's Review 2005 presented YooMedia with a number of challenges, including rapid changes in our core markets, the completion of our integration into a single operating business, and the business performance of our Games and Gambling division. I am pleased to report that we have met these challenges and embarked on a process which re-aligns YooMedia as a key independent player in the converging digital media market place. Turnover rose to £85.6m (2004: £21.3m), and earnings before interest, tax, depreciation and exceptional items ('EBITDA') improved to a loss of £2.9m, compared to a loss of £7.5m in 2004. These results are in line with analyst expectations and the trading update issued by the Company in February. Following a major strategic review of the business, which was initiated in the second half of 2005, the Company has focussed its resources and capabilities in order to become a leading provider of interactive television, mobile and Internet services to businesses. YooMedia's combination of technologies, a wide range of products and solutions, and interactive television expertise places the Company in a position to take advantage of the fundamental changes in the broadcast and online markets. Our own intellectual property and our delivery and development capability will be applied to provide unique value added services for broadcasters and content providers seeking to take advantage of the new ways in which television and telephony will be delivered to viewers and utilised by consumers. In 2006, we expect to see significant market take up of 'on demand' television services through existing TV platforms as well as on broadband Internet and mobile devices. These services and platforms lend themselves to all the interactive and transactional services that YooMedia now offers. In June 2005, the Company announced that lower results than expected would be reported, primarily as a result of performance in the Games and Gambling division. Several actions were therefore undertaken within each business unit to improve performance. YooMedia has further developed its capability to create and deliver content with interactivity to all digital media platforms. In line with this, new market-leading services have been launched, such as our data-casting service for the Freeview platform, in addition to the continued delivery of innovative services, such as our real time sms messaging service synchronised to TV programming. Innovation has continued whilst we have met the business challenges, including launching the first mobile phone based video dating service for our Dateline brand. This gained recognition as the best mobile TV channel at the inaugural Mobile TV awards in Cannes. 1. Games & Gambling Turnover £69.9m, gross loss £1.4m The Games and Gambling division's contribution was substantially below the original projections for 2005. A significant factor in this was the underperformance of the arrangement with William Hill, due to causes beyond YooMedia's control. In November it was announced that an agreement had been reached with William Hill on new terms that would improve YooMedia's position for the remainder of the year and into 2006. At the end of 2005, YooMedia entered into a long term agreement with Gala Leisure which will see the Avago channel transformed into a Gala owned and branded channel in the second half of 2006. This coupled with the new William Hill terms and eradication of further loss making activities, has addressed the performance issues of last year and now the Company believes the division will make a positive contribution going forward. YooMedia continues to provide a range of interactive TV, mobile, and Internet gambling services for third parties and affiliates. With major clients such as William Hill and Gala, I am confident that our business is now in good shape to grow and take advantage of further regulatory changes and market developments in the near and mid term. 2. Dating Turnover £4.5m, gross profit contribution £3.1m A new managing director, Jose Adams, was appointed in September 2005 to increase the online growth of our dating brands, Dateline and Avenues. Registered user numbers were in excess of one million and strong growth has already been seen as a result of new online marketing initiatives. The new management has also implemented re-structuring plans across the business including initiatives to improve customer service and product offerings. To realise the value of the dating business, the Board has decided to pursue wider strategic options and appointed Seymour Pierce to explore possibilities for the division. In line with the emphasis on generating value, it was announced in February 2006 that the minority shareholdings in the dating business were acquired by the Company. 3. YooMedia Interactive Services Turnover £11.0m, gross profit contribution £7.0m YooMedia's Interactive Services business encompasses the wide range of products and services we provide to clients in the broadcasting, publishing, advertising, retail and public sectors. The Company continues to be the largest independent provider of the full range of digital interactive services from production through broadcast management, interactive service development and consumer or viewer response management including individual financial transactions. We continue to handle between five and seven million financial transactions with UK consumers each month. The Interactive Services division includes the activities carried out for major clients such as NHS Direct Interactive, for whom YooMedia manages the dedicated interactive TV service on Sky. We recently announced that this contract has been extended by the Department of Health with options to take it into 2008. In 2005 we carried out extensive integration and harmonisation of our offerings in order to deliver an improved high quality of service across all products and to all clients whilst developing innovative technical services. YooMedia's Interactive Services is behind such developments as the Dateline mobile video dating service, and the sms response service for ITV and Celador, which is part of the Who Wants to Be a Millionaire TV show. We were able to achieve greater than expected cost savings through the integration of different businesses and harmonisation of technical platforms, following the acquisitions made in 2004 and the service integration programme. Annualised cost savings from these are more than £4 million. In 2005 we identified the need to broaden the Interactive Services offering beyond interactive TV. As a result, YooMedia Enhanced Solutions ('YES') was successfully launched to provide a multi-digital platform service for the marketing and advertising sectors. Our offering of integrating branding and promotion campaigns across interactive TV, mobile phone and web platforms has proved to be distinctive within the UK market and has resulted in contracts to supply services to major brands such as Boots, Nestle and Anheuser Busch. At the start of 2005, YooMedia's business on the Freeview platform was the YooPlay games channel, which offered a limited range of games on a pay-to-play basis. Our strategy now is to align ourselves with exciting new developments, which will see the functionality of the Freeview platform become enhanced through interactive data services delivered with next generation Freeview set top boxes. We have announced three significant contracts for our new data casting service which uses bandwidth previously allocated to games. Electra Entertainment, Gemstar TV Guide, and tvtv, a branch of Sony UK Ltd, will all use this new service to deliver their enhanced services for Freeview viewers. Our joint venture with ICTV, Broadband TV Group, made good progress in 2005 and we are confident that the significant investment and development made will bear fruit this year. We completed a successful pilot of the Broadband TV service on the NTL platform and delivered high quality interactive content in partnership with 24 content providers, including MTV, Disney, ITN, CNN, Cartoon Network and others. The Broadband TV proposition, now renamed 4GTV, proved effective at bridging the gap for the viewer between traditional broadcast television and a personal, on-demand interactive service. We remain excited at the prospects for this technology as we see the rapid growth of demand for personalised and on demand content on many digital platforms. We also announced that the technology is highly applicable to 3G mobile phone platforms and that the joint venture holds the worldwide rights for the exploitation of this with 3G platforms and mobile content providers. Acquisitions In April 2005 we completed the acquisition of Viavision Limited, which saw the addition of a second TV studio and broadcast facility in London to our portfolio. Channels operating there include Pokerzone TV, a leading poker channel, and the Baby Channel. Dividends The Directors do not recommend the payment of a dividend. The Board During the year there were a number of changes to the Board. Neil MacDonald joined following his appointment as Group Managing Director, replacing David Docherty. Robin Robbins assumed the role as Finance Director in September 2005 but has since had to step down for health reasons, and we wish Robin well in his recovery. Jonathan Apps also stepped down from the Board. Outlook As indicated in February, we expect to achieve positive EBITDA in 2006 through the combination of the re-positioning of the Games and Gambling business, sales growth and new lines of business in Interactive Services, and improved efficiencies on delivering our services. In December 2005 we completed a share placing, the proceeds of which were used to strengthen the balance sheet. Further to this, we have recently concluded a loan note issue and a further placing which are designed to both reduce and substantially replace the Company's bank debt with equity based finance. We expect the cost of capital to be reduced in 2006 as a result. Net debt at the end of the year stood at £5.0m. Your Board is confident that the future financing needs can be met from the realisation of value from our Dating subsidiary, more flexible bank facilities and cash generated from operations. Unaudited results for the first quarter of 2006 reflect the benefits resulting from these actions and we expect this to continue during the year with a positive impact at EBITDA level, principally weighted towards the second half of the year. The Company has taken decisive steps to reposition the business and identify foundations for business growth in new technologies and emerging platforms. We believe that with our proprietary technology and experienced team, YooMedia will play an integral role in the rapidly maturing interactive media market. The last few months have seen a high volume of activity which we expect to maintain as we continue to build and develop relationships with key blue chip companies. Michael Sinclair Chairman 26 May 2006 YooMedia PLC Consolidated Profit & Loss Account For the Year ended 31 December 2005 Note Ongoing Acquisitions Unaudited Audited 2005 2005 Total 2004 £ £ £ £ Turnover 2 84,726,061 854,413 85,580,474 21,267,478 Cost of sales (76,816,056) (73,810) (76,889,866) (21,519,797) Gross profit / (loss) 7,910,005 780,603 8,690,608 (252,319) Administrative Costs (11,012,309) (628,481) (11,640,790) (7,283,167) Earnings before Interest, Tax, (3,102,304) 152,122 (2,950,182) (7,535,486) Depreciation, Amortisation and Exceptionals Depreciation 3 (1,843,410) (284,002) (2,127,412) (567,918) Amortisation 3 (2,997,918) - (2,997,918) (1,396,536) Impairment of goodwill 3 - - - (8,684,348) Exceptional items 4 (2,376,482) - (2,376,482) (5,860,431) Total Depreciation Amortisation and (7,217,810) (284,002) (7,501,812) (16,509,233) Exceptionals Operating loss 3 (10,320,114) (131,880) (10,451,994) (24,044,719) Interest receivable and similar 50,512 108,665 income Interest payable and similar charges (775,251) (81,232) Loss on ordinary activities before (11,176,733) (24,017,286) taxation Tax recoverable on ordinary - 27,264 activities Loss on ordinary activities after (11,176,733) (23,990,022) taxation Equity minority interests 22,690 198,957 Loss for the financial year (11,154,043) (23,791,065) Loss per share - basic and diluted (2.38p) (15.14p) YooMedia PLC Consolidated Balance Sheet As at 31 December 2005 Note Unaudited Audited 2005 2004 £ £ Fixed assets Goodwill 43,980,071 44,634,190 Other Intangible assets 1,925,364 1,402,158 Tangible assets 2,736,661 3,044,029 Investments 12,958 - 48,655,054 49,080,377 Current assets Debtors 5 7,633,843 6,015,898 Cash and cash equivalents 116,799 7,770,287 7,750,642 13,786,185 Creditors : amounts falling due within one 6 (15,075,486) (14,421,579) year Net current (liabilities) / assets (7,324,844) (635,394) Total assets less current liabilities 41,330,210 48,444,983 Creditors: amounts falling due greater 7 (1,815,814) (1,421,126) than one year Provisions for liabilities and charges 8 (1,834,251) (2,025,123) Deferred income (881,327) (1,407,029) Net assets 36,798,818 43,591,705 Capital and reserves Called up share capital 12,059,461 11,418,970 Share premium account 75,521,347 69,011,512 Shares to be issued 280,500 3,047,000 Capital redemption reserve 455,331 455,331 Profit and loss account (51,875,108) (40,721,084) Equity shareholders' funds 36,441,532 43,211,729 Equity minority interest 357,286 379,976 Net Equity 36,798,818 43,591,705 YooMedia plc Consolidated Cash Flow Statement For the Year Ended 31 December 2005 Unaudited Audited 2005 2004 £ £ Net cash outflow from operating activities (8,334,017) (10,902,176) Returns on investments and servicing of finance Interest received 50,512 108,665 Interest paid (704,131) (63,542) Interest element of finance lease rental payments (71,120) (17,689) Net cash inflow/(outflow) from returns on (724,739) 27,434 investments and servicing of finance Taxation - - Capital expenditure and financial investment Payments to acquire intangible assets (1,878,201) (791,901) Payments to acquire tangible fixed assets (1,820,044) (383,764) Net cash outflow from capital expenditure and (3,698,245 (1,175,665) financial investment Acquisitions and disposals Purchase of subsidiary undertakings (264,779) (6,656,431) Purchase of trade and assets of a business - (627,118) Net cash received with subsidiary undertakings (1,683) 641,124 Net cash outflow from acquisitions and disposals (266,462) (6,642,425) Net cash outflow before management of liquid (13,023,463) (18,692,832) resources and financing Management of liquid resources Decrease/(Increase) in short-term deposits with 6,417,423 (4,896,404) banks Financing Issue of ordinary share capital 2,981,326 32,027,461 Costs associated with issue of share capital - (1,682,564) Issue of convertible loan notes - - Loans and finance leases acquired with subsidiary 650,000 - undertakings Repayment of loans - (6,920,766) Repayment of capital element of finance leases and (371,055) (59,663) hire purchase contracts Net cash inflow from financing 3,260,271 23,364,468 (Decrease) in cash in the year (3,345,769) (224,768) Notes to the financial statements 1. Basis of Preparation During the year ended 31 December 2005, the Group recorded a loss of £11.2 million and at 31 December 2005 the Group had net current liabilities of £7.3 million. Net cash outflow from operating activities in 2005 was £8.3 million. The Directors consider that the acquisition of DITG and TGC in December 2004 was a significant milestone for the Group. The acquisition has enabled management to realise significant synergies and cost savings in the combined Group and the group is implementing the proposals identified by the strategic review carried out in 2005. As part of their considerations of going concern, the directors have prepared working capital projections for the period to 31 December 2007. These projections assume growth in revenue above historic levels, further cost reductions and additional synergy benefits beyond those already actioned following the acquisitions referred to above. The projections, taken together with unaudited management accounts to date, show the group becoming EBITDA and cash flow positive during 2006. The directors are currently negotiating new bank facilities to replace those existing which were negotiated prior to the recent convertible note and equity placing, and which expire on 23rd June 2006. The directors believe that these new bank facilities will be agreed on a basis more favourable than those currently existing and when taken in conjunction with other financing options, including further proposed restructuring and the recent convertible loan debt issuance, there will be adequate working capital facilities available to the Group. In addition to the existing facilities, the Group will require further proposed restructuring relating in particular to the realisation of value of the Dating Division. Consequently, the directors consider that it is appropriate to prepare the accounts on the going concern basis. However, in common with similar businesses at this stage of their development, the Directors recognise that there will remain a material uncertainty over the Group's ability to realise future profitability and positive cash flows until the Group has established a track record of profitable trading, cash generation and meeting its working capital projections. There is, therefore, material uncertainty related to the above events and conditions which may cast significant doubt on the entity's ability to continue as a going concern and it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial information set out in this preliminary announcement does not constitute the Group's statutory accounts for the years ended 31 December 2005 or 2004, but is derived from those accounts. The statutory accounts for the year ended 31 December 2004 have been delivered to the Registrar of Companies, and those for the year ended 31 December 2005 will be delivered to the Registrar of Companies following the Annual General Meeting. The Directors anticipate that the audit opinion in respect of the year ended 31 December 2005 will contain a similar emphasis of matter to that of the prior year. 2. Accounting policies These financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards. Basis of consolidation The Group financial statements consolidate the financial statements of YooMedia plc and its subsidiary undertakings drawn up to 31 December each year. No profit and loss account is presented for YooMedia plc as permitted by section 230 of the Companies Act 1985. The subsidiaries have been included within the Group financial statements using the acquisition method of accounting. Accordingly the Group profit and loss account and Group cash flow statement includes the results and cash flows of the subsidiaries from the dates of acquisition up to 31 December 2005 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. Positive goodwill arising on acquisitions is capitalised, classified as an asset on the balance sheet and amortised on a straight line basis over its useful economic life up to a presumed maximum of 20 years. It is reviewed at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable. 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. 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 revenue from interactive media services and dating services and is recognised as these services are provided or in accordance with the contract. Gaming revenues, where the Company holds a gaming licence, are recognised on a gross basis and winnings are recognised as a cost of sale. All turnover is generated in the United Kingdom. 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. Research and development expenditure The Group has capitalised internal development incurred on the production of various interactive media services. These development costs are included within Intangible Fixed Assets. Previously, the Group wrote off all development expenditure as incurred. The capitalisation of development costs is due to a greater certainty of revenues being generated from these assets. The policy of the Group is to amortise these capitalised development costs over their useful economic lives which is expected to be between two and three years. These costs are expensed through the profit and loss account. Research costs are expensed to the profit and loss account as incurred. Financial instruments The Group's financial instruments comprise cash and liquid resources together with debtors and creditors that arise directly from its operations. The Group does not enter into derivative or hedging transactions. It has been, throughout the year under review, the Group's policy that no trading in financial instruments shall be undertaken. The Group places the majority of its cash on interest-bearing, short-term and instant-access deposit. Funds are transferred to and from deposit on a daily basis. The Group's objective is to minimise the risk of loss to the Group by limiting the Group's credit exposure to quality institutions maintaining a very high credit rating. The main risk arising from the Group's financial instruments is interest rate risk. The Group'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 Group's balance sheet. The magnitude of this risk is not presently significant to the Group and therefore no specific measures are currently undertaken to manage this risk. Share options issued to employees Under Urgent Issue Task Force abstract 17 (UITF 17), the Group 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 Group 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. In accordance with UITF 25, a provision is recognised by reference to the market value at each balance sheet date and the charge is recognised over the performance period. 3. Operating loss The operating loss is stated after charging the following: 2005 2004 £ £ Depreciation of owned assets 1,945,191 527,877 Depreciation of assets held under finance lease 182,219 40,041 Amortisation of deferred development costs 674,815 159,962 Write-off of deferred development costs 680,180 336,285 Amortisation of goodwill 2,323,103 1,236,574 Impairment of goodwill - 8,684,348 UITF 17 charge 1,115,837 579,167 Auditors' remuneration 265,000 145,721 - non-audit services 25,000 36,200 Operating lease charges - other 33,954 415,400 4. Exceptional items Exceptional items, within administrative expenses, relate mainly to the significant strategic redirection that the Group undertook during the year evidenced by the number of acquisitions. These items are detailed below: 2005 2004 £ £ Recognised in arriving at operating loss: Redundancy costs1 437,225 1,242,798 Provision for losses on onerous contracts - 1,638,373 Write-down of assets related to onerous contracts - 713,000 Exceptional bonus payments2 - 1,096,873 Exceptional professional fees 143,240 253,935 UITF 17 charge3 1,115,837 579,167 Write-off of deferred development costs 680,180 336,285 2,376,482 5,860,431 1 Including all relevant taxes and other related costs of redundancy. 2 Including all relevant taxes. 3 As described in note 2, 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. 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. 5. Debtors Group 2005 2004 £ £ Trade debtors 3,195,741 3,424,966 Other debtors 487,664 1,114,891 Prepayments 3,533,704 1,448,777 Taxation and social security 416,734 27,264 7,633,843 6,015,898 Other debtors include £249,338 (2004 - £351,657) relating to rent deposits which are recoverable in more than one year. 6. Creditors - amounts falling due within one year Group 2005 2004 £ £ Bank loans and overdraft 3,488,006 1,378,302 Obligations under finance leases and hire purchase contracts 160,284 276,027 Trade creditors 7,757,666 8,794,531 Taxation and social security 361,242 722,821 Other creditors 774,462 989,980 Accruals and deferred income 2,533,826 2,259,918 15,075,486 14,421,579 7. Creditors - amounts falling due in more than one year Group 2005 2004 £ £ Loans 1,000,000 1,000,000 Obligations under finance leases and hire purchase contracts 465,814 71,126 Other Creditors 350,000 350,000 1,815,814 1,421,126 The loan relates to a revolving credit facility granted to the Group by Lloyds TSB plc. This attracts interest at a rate of interest of base plus 5%. 8. Provisions for liabilities and charges Group Employers' National Insurance on Provision for share options restructuring Other Total £ £ £ £ At 1 January 2005 92,085 1,933,038 - 2,025,123 Charged during the year 1,115,837 - 337,745 1,453,582 Released during the year (71,132) (1,413,755) (159,566) (1,644,453) At 31 December 2005 1,136,790 519,282 178,179 1,834,251 Employers' National Insurance on share options On exercise of share options issued after 5 April 1999, under an unapproved executive option scheme, the Company is required to pay National Insurance on the difference between the exercise price and the market value at the exercise date of the shares issued. The Company will become unconditionally liable to pay the National Insurance upon exercise of the options, which are exercisable over a period of 10 years from date of grant. The Company therefore makes a provision following the grant of options as opposed to on vesting or on exercise. The amount of National Insurance payable will depend on the number of employees who remain with the Company and exercise their options, the market price of the Company's ordinary shares at the time of exercise, and the prevailing National Insurance rate at that time. Contacts: Neil MacDonald YooMedia plc Tel: 020 7462 0870 Isabel Crossley St Brides Media & Finance Ltd Tel: 020 7242 4477 This information is provided by RNS The company news service from the London Stock Exchange

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