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

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