Interim Results
e-district.net PLC
28 September 2001
E-DISTRICT.NET PLC INTERIM RESULTS
for the half year ended 30 June 2001
* Launch of premium telephony products to all digital TV partners
* Launch of new interactive TV advertising initiative for 2001
Christmas period
* Partnership with Orange20, the on-line division of Media Campaign
Services, to market interactive TV advertising services to leading UK and
multinational brands
* Successful upgrade of IT infrastructure to support new pay services
and advertising products
Frank Lewis, Chairman and Acting Chief Executive said:
'The first six months of this year have been a very challenging period for the
company. However, having redefined our strategy around the provision of pay
services and advertising products through our carriage arrangements with
digital TV partners, we believe that we now have a foundation from which to
achieve growth and build revenue.'
For further information, please contact:
Graham Prince / Victoria Seaton 020 7457 2345
Gavin Anderson & Company
Chairman's Review
Since my previous Chairman's Statement of 18 June 2001, the Company has made
significant progress in establishing its interactive TV business strategy.
The Company continues to deliver leading online interactive entertainment and
community services for digital TV, primarily in the UK. These services
include a range of games, virtual pets, chat rooms and messaging services.
Carriage partners
The Company has developed a substantial UK user base through its carriage
arrangements with major UK digital TV network operators, including Telewest,
NTL and ITV Digital. This is an important step in ensuring that the Company's
forthcoming range of pay-per-play games, subscription chat services and
premium telephony services reach a critical mass of digital TV subscribers.
On the basis of our current carriage arrangements, the Directors estimate that
e-district premium products will be available in over 1 million digital
TV-equipped households in the UK. The Company is advancing discussions with
key network operators in the UK and Europe and will make further announcements
when appropriate.
Product launches
Since 30 June 2001, the Company has launched a series of premium telephony
products, accessible to viewers of all its digital TV partners. These include
mobile ring tones and logos, which will shortly be augmented by a range of
competitions, messaging and novelty products.
We expect to launch up to five new pay-per-play games by the end of 2001. In
this connection, the Company expects to conclude a series of valuable
licensing deals later in the year. Further announcements will be made when
appropriate.
Advertising
The Company has recently launched its new interactive TV advertising
initiative for the 2001 Christmas period. Participating advertisers will be
able to deliver interactive TV content alongside their traditional TV
campaigns on a range of digital TV networks at relatively low cost. The Board
announces that on 31 August 2001, the Company entered into an agency
arrangement with Orange20, the on-line division of Media Campaign Services,
the UK's 3rd largest media independent. Under the terms of this arrangement,
Orange20 will market e-district's range of interactive TV advertising services
to a range of leading UK and multi-national brands.
IT infrastructure
To ensure the technical quality and robustness of the pay services and
advertising products, and to provide strong systems of control over technology
data and information, the Company has successfully upgraded its IT
infrastructure in the period, spending £307,654 to redesign the platform, and
£181,875 to upgrade platform hardware. In addition to these external costs,
our management and technical personnel have spent substantial time on these
infrastructure and systems developments, ensuring that we have a stronger
foundation on which to launch our new products.
Legal proceedings
Shareholders will recall that the Company has been notified of an
investigation by solicitors, being undertaken on behalf of certain specified
shareholders, concerning the possibility of claims being made in relation to
the events as set out in page 1 of the Chairman's statement of the annual
report and accounts for the year ended 31 December 2000. The extent of any
claims, which might arise and be successful, is unknown.
Financial irregularities were discovered in February 2001. A detailed account
of the sequence of events that occurred and their impact is given in the
annual report and accounts for the year ended 31 December 2000. Civil
proceedings by the Company against former Chief Executive Officer, Mr Steven
Laitman continue. Additionally, the Fraud Squad of the Metropolitan Police is
continuing its investigations into the alleged involvement of Mr Laitman and
others in these financial irregularities.
Conclusion
As a result of all of this, the Company has incurred substantial costs in the
year to date in relation to investigation, legal action and consequent
restructuring in connection with the matters noted. Your Board is striving to
limit these costs, whilst protecting the interests of shareholders. Cash
outflows in relation to operating activities remain within budget and the
Company expects to minimise those net outflows as pay services in development,
such as pay-per-play games, are launched in the last quarter of the year.
Frank Lewis
Chairman
28 September 2001
Profit and loss account for the half year to 30 June 2001
Unaudited Unaudited
Six months Six months Audited
ended 30 ended 30
June 2001 June 2000 Year ended
31 December
Notes (restated) 2000
£ £
Turnover 2,183 32,159 39,703
Cost of sales (242,866) (54,394) (252,979)
Gross loss (240,683) (22,235) (213,276)
Sales and marketing expenses (262,308) (44,917) (368,557)
Platform and development costs (592,980) (139,307) (391,167)
Other administrative expenses before (1,203,949) (708,324) (1,615,462)
exceptional expenses, provision for
NIC and UITF 17 charge
Exceptional expenses 2 (786,529) - -
Reversal of provision/ (Provision) 94,016 (34,551) (94,016)
for NIC on share options
UITF 17 charge 1 (42,798) (71,331) (156,928)
Total administrative expenses (2,532,240) (953,513) (2,257,573)
Total operating expenses (2,794,548) (998,430) (2,626,130)
Operating loss (3,035,231) (1,020,665) (2,839,406)
Net interest receivable 316,701 262,453 646,553
Loss on ordinary activities before (2,718,530) (758,212) (2,192,853)
taxation
Tax on loss on ordinary activities - - -
Loss for the financial period (2,718,530) (758,212) (2,192,853)
Loss per 10p share
- basic and diluted 3 (3.5p) (1.0p) (2.9p)
The results for the periods above are derived entirely from continuing
operations.
There is no difference between the loss on ordinary activities before taxation
and the loss for the periods stated above, and their historical cost
equivalents.
Statement of total recognised gains and losses
Unaudited Unaudited
Six months ended Six months ended Audited
30 June 2001 30 June 2000
Year ended 31
(restated) December 2000
£ £ £
Loss for the period (2,718,530) (758,212) (2,192,853)
Total recognised loss (2,718,530) (758,212) (2,192,853)
for the period
Prior year adjustments - (444,656) (444,656)
Total losses recognised (2,718,530) (1,202,868) (2,637,509)
since last report
Balance sheet as at 30 June 2001
Unaudited
Unaudited Six months
ended 30 June
Six months 2000 Audited
ended 30 June
2001 (restated) Year ended 31
December 2000
£ £ £
Note
Fixed assets
Intangible assets 19,335 48,324 33,829
Tangible assets 896,416 618,560 828,472
915,751 666,884 862,301
Current assets
Debtors 641,382 409,348 440,713
Cash at bank and in hand 4 9,961,654 13,820,792 12,598,041
10,603,036 14,230,140 13,038,754
Creditors - Amounts (1,449,733) (768,643) (1,062,253)
falling due within one
year
Net current assets 9,153,303 13,461,497 11,976,501
Total assets less current 10,069,054 14,128,381 12,838,802
liabilities
Provisions for liabilities - (34,551) (94,016)
and charges
Net assets 10,069,054 14,093,830 12,744,786
Capital and reserves
Called-up share capital 7,675,807 7,675,807 7,675,807
Share premium account 7,033,171 7,033,171 7,033,171
Capital redemption reserve 455,331 455,331 455,331
Profit and loss account (5,095,255) (1,070,479) (2,419,523)
(deficit)
Equity shareholders' funds 5 10,069,054 14,093,830 12,744,786
Cash flow statement for the half year ended 30 June 2001
Unaudited Unaudited Audited
Six months ended Six months Year ended 31
30 June 2001 ended 30 December 2000
June 2000
(restated)
£ £ £
Note
Continuing activities
Operating loss (3,035,231) (1,020,665) (2,839,406)
UITF 17 charge 42,798 71,331 156,928
UITF 25 provision for (94,016) 34,551 94,016
National Insurance on
share options
Depreciation charge 166,004 42,764 180,884
Amortisation of goodwill 14,495 14,495 28,989
Increase in debtors (208,965) (358,012) (341,672)
Increase in creditors 387,478 556,630 851,996
Net cash outflow from (2,727,437) (658,906) (1,868,265)
operating activities
Returns on investments
and servicing of finance
Interest received 325,113 262,571 618,159
Interest paid (116) (118) (385)
Net cash inflow from 324,997 262,453 617,774
returns on investments
and servicing of finance
Taxation - - (20,682)
Capital expenditure and
financial investments
Purchase of tangible (233,947) (566,409) (914,440)
fixed assets
Net cash outflow for (233,947) (566,409) (914,440)
capital expenditure and
financial investment
Net cash outflow before (2,636,387) (962,862) (2,185,613)
management of liquid
resources and financing
Management of liquid
resources
Decrease/ (Increase) in 4 2,604,783 (13,764,411) (12,474,309)
short term deposits with
banks
Financing
Issue of ordinary share - 16,446,547 16,446,547
capital
Expenses of share issue - (1,738,733) (1,738,733)
Repayment of loan - (14,044) (14,044)
Net cash inflow from - 14,693,770 14,693,770
financing
(Decrease)/increase in 4 (31,604) (33,503) 33,848
net cash
Cash flow statement for the half year ended 30 June 2001 (continued)
Unaudited
Unaudited Six months ended
30 June 2000
Six months ended Audited
30 June 2001 (restated)
Year ended 31
December 2000
Reconciliation to
net funds £ £ £
(Decrease)/increase in (31,604) (33,503) 33,848
net cash
Movement in deposits (2,604,783) 13,764,411 12,474,309
Borrowings - 14,044 14,044
Movement in net funds (2,636,387) 13,744,952 12,522,201
for the period
Net funds at 12,598,041 75,840 75,840
commencement of period
Net funds at end of 9,961,654 13,820,792 12,598,041
period
Notes to the financial information for the half year to 30 June 2001
1. Basis of preparation
Unless stated otherwise, the interim financial information has been prepared
on the basis of the accounting policies set out in the Company's financial
statements for the year ended 31 December 2000.
The Company operates a scheme whereby certain employees obtain unconditional
share options. In accordance with UITF 17 (Employee Share Schemes), the
Company recognises a charge in the profit and loss account in respect of this
share option scheme. The charge is the difference between the directors'
estimate of the market value of the shares at the date of issue and the option
price. The charge of £42,798 is notional in that there is no underlying
cashflow or other financial liability associated with the charge, nor does it
give rise to a reduction in assets or shareholders' funds.
As indicated in the Chairman's statement, and for the reasons described more
fully in the annual report and accounts for the year ending 31 December 2000,
the financial information for the six months to 30 June 2000 has been
restated.
Results to 30 June 2000
As originally As restated
disclosed
£ £
Turnover 1,038,069 32,159
Cost of sales (349,850) (54,394)
Gross profit/ (loss) 688,219 (22,235)
Provision for NIC on share options (41,041) (34,551)
UITF 17 charge (84,729) (71,331)
Tax credit on loss on ordinary activities 20,970 -
Loss for the financial period (46,676) (758,212)
Debtors 1,181,076 409,348
Creditors (excluding exceptional receipts) 399,707 347,191
Exceptional receipts - 421,452
The financial information contained in this interim report is unaudited. It
does not constitute statutory accounts as defined in section 240 of the
Companies Act 1985. The restated financial information for the half year to 30
June 2000 is unaudited. Statutory accounts for the year to 31 December 2000
have been filed with the Registrar of Companies.
Further copies of this report are available from our registered office:
Hillgate House, 26 Old Bailey, London, EC4M 7HW.
Exceptional receipts
A substantial proportion of the monies received by the company' s bankers and
recorded in the company' s records as being from sales agencies was in fact
received from bank accounts linked to Mr S Laitman. These receipts have been
recorded as exceptional receipts pending the outcome of any related legal
action. Included in creditors at 30 June 2001 was an exceptional receipt of
£980,615, (30 June 2000: £421,452, 31 December 2000: £558,226)
Going Concern
The Company has been notified of an investigation by solicitors, being
undertaken on behalf of certain specified shareholders, concerning the
possibility of claims being made in relation to the events as set out in page
1 of the Chairman's statement in the annual report and accounts for the year
ending 31 December 2000. The extent of any claims, which might arise and be
successful, is unknown. The interim financial information has been prepared
on a going concern basis the validity of which depends on the lack of any
significant, and successful, litigation against the Company which might arise
in respect of the matters referred to above, the outcome of which remains
uncertain.
2 Exceptional expenses
A full investigation was launched in February 2001 into the financial
irregularities that had been discovered. Subsequently, proceedings were
launched against Mr S Laitman for damages. The cost of the investigation,
primarily representing legal costs have resulted in an exceptional expense of
£786,529.
3 Loss per share
The basic loss per share has been calculated by dividing the net loss for the
period by the weighted average number of 76,758,071 shares in issue during the
six months ended 30 June 2001 (six months ended 30 June 2000: 75,342,969,
year ended 31 December 2000: 76,056,035). The company had no dilutive
potential ordinary shares in any of the periods, and therefore there is no
difference between the loss per ordinary share and the diluted loss per
ordinary share.
4 Cash and Short Term Deposits
Unaudited Unaudited
Six months ended Six months ended Audited Year ended
30 June 2001 30 June 2000 31 December 2000
(restated)
£ £ £
Cash 92,129 56,381 123,732
Short Term Deposits 9,869,525 13,764,411 12,474,309
Total Cash and Short 9,961,654 13,820,792 12,598,041
Term Deposits
At 30 June 2001, 31 December 2000 and 30 June 2000 the Short Term Deposits
were placed with banks for periods of up to 2 weeks.
5 Reconciliation of movement in shareholders' funds
Unaudited Unaudited
Six months Six months Audited Year ended
ended 30 June ended 30 June 31 December 2000
2001 2000
(restated)
£ £ £
Loss for the period (2,718,530) (758,212) (2,192,853)
New share capital issued - 16,446,547 16,446,547
Expenses of share issue - (1,738,733) (1,738,733)
UITF 17 charge 42,798 71,331 156,928
Repurchase of deferred - (1) (1)
shares
Net (reduction in)/ (2,675,732) 14,020,932 12,671,888
addition to shareholders
funds
Opening shareholders' funds 12,744,786 72,898 72,898
Closing shareholders' funds 10,069,054 14,093,830 12,744,786