Preliminary Statement

On-Line PLC 14 December 2001 Release to Companies Announcement Office Embargoed to: 1:30pm Friday 14 December 2001 ON-LINE PLC Preliminary Statement for the year ended 30 June 2001 Chairman's statement Review of the period 2001 has been a remarkable year. Against the harshest of backgrounds, On-line has been able to carry on with its plans during the period and has achieved a great deal. Since our previous year-end we have floated another company of the group, Akaei, onto the AIM market; ADVFN has become the leader in its field and AdvertWizard has gone from concept to an exciting business with significant prospects. The value of the listed companies within the group is not fully reflected in our accounts as these investments are stated at cost rather than market value. It seems perverse to us that at time of writing these are worth about £12,000,000 to the group, £8,000,000 more than Online's present total market cap. However considering the market conditions since the .com crash it appears there is some logic to this, as there remains so much uncertainty and consternation in the Technology and Internet sectors, that such simple arithmetic is overshadowed. We look forward to the passing of this unhappy state of affairs. Advfn.com Plc (http://www.advfn.com) ADVFN has continued to grow and is now market leader in its industry. During November of 2001 ADVFN was able to announce a very positive trading statement as it introduced new products and revised pricing levels on its core UK website ADVFN.COM. This was a crucial moment for ADVFN as it represented a culmination of significant change with the introduction of a new more sophisticated offering to its customers and its successful acquisition of UK-Invest. The numbers of subscribers and subscription income have exceeded forecasts and in October 2001, ADVFN's subscription revenue cleared the £1,000,000 a year run rate, up 67% since the end of July 2001. In September, the first full month of operation under the new offering, ADVFN was Number.1 provider of UK Share Information according to Hitwise.com which tracks 3 million UK users each day. ADVFN represented 27% of audience market share, which includes online Brokers such as Etrade and the like, as well as its direct competition. This is almost a third more market share than our nearest rival Interactive Investor and over 250% more than third place rival Yahoo Finance. Akaei Plc (http://www.akaei.com) In July of this year we were able to bring to the market Akaei Plc our computer games publishing business. Akaei is headed by Rod Cobain, an industry veteran of nearly 20 years experience. Akaei is publishing computer games on PC and consoles and recently had a number 1 in the EB PC chart. Publishing licensed games from around the world, is a less risky way of publishing than the 'hit driven' model adopted by others, as it allows Akaei to see finished games before deciding to publish or commit any funds to them. In October Akaei announced that it had acquired the exclusive licensed Worldwide Rights to Rangers Football Club, which will allow it to develop, manufacture, sell and market a football management computer game using the Rangers endorsement. This game is in an advanced stage of development and is due to be released in March of 2002. AdvertWizard Limited (http://advertwizard.com) AdvertWizard is progressing well and is the only on line company providing internet marketing solutions to both large branded clients and SMEs. The automated online advertising platform that forms the heart of the AdvertWizard technology now serves 70m ads to over 4m people worldwide every month. This already makes it one of the largest web properties in the UK. Growth rates are currently running at around 40% a month. AdvertWizard's recent expansion into offering internet marketing solutions to large branded clients has proved a success and will provide strong revenue streams over the next year. While the period to the year-end was an initial release phase, AdvertWizard has since begun to generate significant revenues, which we are expecting to grow strongly. Prospects In summary we believe that we have weathered the harsh economic climate of the past eighteen months and are now well positioned for the future and therefore look forward to the coming year with enthusiasm. So to finish I would like to thank you for your support and I ask you to view our companies by visiting their websites to see them in action. Michael Hodges Chairman 14 December 2001 For further information please contact: On-line plc 020 8591 1125 Michael Hodges, Managing Director Grant Thornton 020 7383 5100 Graeme Thom Consolidated Profit and Loss Account for the year ended 30 June 2001 Notes 2001 2000 £'000 £'000 £'000 £'000 Turnover 1,464 748 Cost of sales (946) (86) Gross profit 518 662 Administrative expenses Exceptional item - impairment review (434) - Other (3,452) (1,557) (3,886) (1,557) Operating loss (3,368) (895) Exceptional item: profit on part disposal of subsidiary - 3,402 Net interest 66 69 (Loss)/profit on ordinary activities before taxation (3,302) 2,576 Tax on (loss)/profit on ordinary 2 (2) activities (Loss)/profit on ordinary activities after taxation (3,300) 2,574 Minority interest 384 2 (Loss sustained)/profit retained for the year (2,916) 2,576 (Loss)/earnings per ordinary share 4 Basic (54.3p) 55.4p Diluted (54.3p) 55.1p There were no recognised gains or losses other than the loss or profit for the financial year. Balance Sheets at 30 June 2001 Group Group Company Company 2001 2000 2001 2000 Notes £'000 £'000 £'000 £'000 Fixed Assets Intangible assets 870 834 24 235 Tangible assets 3,154 1,564 113 260 Investments 207 482 1,662 1,887 4,231 2,880 1,799 2,382 Current Assets Stocks 24 42 - 42 Debtors 632 266 1,666 537 Cash at bank and in hand 589 4,156 81 866 1,245 4,464 1,747 1,445 Creditors: amounts falling due within one year (1,690) (933) (726) (348) Net current (445) 3,531 1,021 1,097 (liabilities)/assets Total assets less current 3,786 6,411 2,820 3,479 liabilities Creditors: amounts falling due after more than one year (100) (63) (94) (63) Provision for liabilities - - - - and charges Minority interests (646) (1,030) - - Net assets 3,040 5,318 2,726 3,416 Capital and Reserves Called up share capital 2,904 2,603 2,904 2,603 Share premium account 1,928 1,591 1,928 1,591 Profit and loss account (1,792) 1,124 (2,106) (778) Shareholders' funds - equity 5 3,040 5,318 2,726 3,416 The financial statements were approved by the Board of Directors on 14 December 2001 Consolidated Cash Flow Statement for the year ended 30 June 2001 2001 2000 Notes £'000 £'000 Net cash outflow from operating activities 6 (1,396) (85) Returns on investment and servicing of finance Interest received 97 87 Interest paid (31) (18) 66 69 Corporation tax paid (7) - Capital expenditure Sale of tangible fixed assets - 16 Payments to acquire intangible fixed assets (969) (586) Payments to acquire tangible fixed assets (2,425) (1,571) Receipts from sale of investments 18 (450) (3,376) (2,591) Acquisitions and disposals Purchase of subsidiary undertaking - (350) Part disposal of subsidiary - 4,792 - 4,442 Net cash (outflow)/inflow before financing (4,713) 1,835 Financing Issue of ordinary share capital 638 1,550 Capital element of new finance leases and hire purchase contracts 152 65 Capital element of finance leases and hire purchase contracts repaid (65) (69) Net cash inflow from financing 725 1,546 (Decrease)/increase in cash 7 (3,988) 3,381 Notes for the year ended 30 June 2001 1. General The financial information herein does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial information has been extracted from the group's 2001 statutory financial statements upon which the auditors reported on 14 December 2001. Their opinion is unqualified and does not include any statement under section 237 of the Companies Act 1985, but refers to the uncertainties surrounding the ability of the Group to continue as a going concern (as described in note 2). The accounts have been prepared in accordance with applicable accounting standards and under the historical cost convention. The principal accounting policies of the group have remained unchanged from the previous annual report, except that Website development costs have been treated as tangible fixed assets following the issue of UITF29 'Website development costs'. They were previously treated as intangible fixed assets and the comparatives have been restated accordingly. Copies of the annual report are being posted to shareholders and copies will be available from the company's registered office at Crown House, Linton Road, Barking, Essex, IG11 8HJ. 2. Basis of preparing the financial statements The group has incurred losses in the year, due mainly to costs associated with developing the group's product range. As set out in note 3, the company raised a further £250,000 subsequent to the year end by means of share issues. The group meets its day to day working capital requirements through an overdraft facility of £500,000 which is repayable on demand and is due for renewal in May 2002; the directors consider that this will be renewed. The company's brokers have indicated that they may be able to raise further funds. The nature of the group's business is such that there can be considerable unpredictable variation in the timing of cash inflows. Bearing this in mind, the directors' have prepared projected cash flow information for the period ending 31 December 2002. On the basis of this cash flow information and discussions with the company's bankers, the directors consider that the group will continue to operate within the facility currently agreed and within that which they expect to be renewed in May 2002. However, the margin of facilities over requirements is not large and, inherently there can be no certainty in relation to these matters. On this basis, the directors consider it is appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result if the group should be unable to raise the required funding. 3. Post balance sheet events On 25 July 2001, a subsidiary, Akaei plc was admitted to the Alternative Investment Market following the issue of 4,150,000 0.5p ordinary shares at 10p per share for cash. On-line's holding in Akaei was reduced to 84.3% as a result of this transaction. On 30 July 2001, a subsidiary, ADVFN issued a further 37.5 million ordinary shares of 1p each at 4p per share in consideration for the purchase of the 'UK invest' website and business. On 30 August 2001, ADVFN issued a further 4.6 million ordinary shares of 1p each at 3.25p per share to provide further working capital. On 28 September 2001, the company raised £250,000 from the issue of 427,350 ordinary shares of 50p each at 58.5p per share for cash. The company has used the funds to provide working capital for the development of its product range. 4. (Loss)/earnings per ordinary share 2001 2000 Number of Loss Number of Earnings Loss shares per share Earnings shares per share £'000 '000 p £'000 '000 p (Loss)/profit (2,916) 2,576 for the year Weighted 5,366 4,648 average number of shares Basic (54.3p) 55.4p (loss)/earnings per share Number of shares under option at less than average share price during the year of 359p 53 Number of shares that would have been issued at (30) fair value Diluted 2,576 4,671 55.1p earnings per share 5. Reconciliation of movements in shareholders' funds Group Group 2001 2000 £'000 £'000 (Loss)/profit for the financial year (2,916) 2,576 Receipts from issue of shares 638 1,550 Goodwill previously written off to reserves - 358 Net (decrease)/increase in shareholders funds in the year (2,278) 4,484 Shareholders' funds at 1 July 5,318 834 Shareholders' funds at 30 June 3,040 5,318 6. Reconciliation of operating loss to net cash outflow from operating activities 2001 2000 £'000 £'000 Operating loss (3,368) (895) Amortisation 933 98 Depreciation 835 149 Provision against investment 243 (6) Loss/(profit) on sale of fixed asset investment 14 (10) Decrease/(increase) in stocks 18 (30) Increase in debtors (366) (9) Increase in creditors 295 618 Net cash outflow from operating activities (1,396) (85) 7. Reconciliation of net cash flow to movement in net (debt)/ funds 2001 2000 £'000 £'000 (Decrease)/increase in cash for the year (3,988) 3,381 Cash acquired on acquisition of subsidiary - 13 New finance leases and hire purchase agreements (152) (65) Cash outflow from capital repayments of hire purchase and finance lease agreements 65 69 Movement in net funds in the year (4,075) 3,398 Net funds at 1 July 4,058 660 Net (debt)/funds at 30 June (17) 4,058 8. Analysis of net funds 2001 2000 £'000 £'000 Cash at bank 589 4,156 Bank overdrafts (421) - Finance lease and hire purchase agreements (185) (98) Total (17) 4,058
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