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

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