Final Results

Totally PLC 23 April 2002 23 April 2002 TOTALLY PLC ('Totally', 'the Company' or 'the Group') Final results for the year ended 31 December 2001 Chairman's statement I am pleased to present my report for the year ended 31 December 2001. In financial terms, the Company's performance in the second half of the period under review did not meet the board's expectations. As a result of the general economic slowdown leading up to and since September 11, planned advertising revenue growth for the second half of the year did not materialise. Turnover, therefore, for the period was £1,460,000 (2000: £507,000), with an operating loss of £883,000 before the exceptional write-off of £2,160,000 relating to goodwill on the acquisition of London Jewish News. This resulted in a net loss before taxation of £3,053,000. In commercial terms, significant progress has been made on a number of strategic fronts: In November 2001, the Company successfully launched a new, paid for, dating service. At the time of writing, over 10 per cent. of the users of www.totallyjewish.com's free dating services have converted to the paid for, premium services. This percentage continues to grow each month. In February 2002, the Company successfully launched The Jewish Lottery. In partnership with Littlewoods Leisure Plc, one of the UK's leading gaming organisations, and Jewish Care, one of the UK's leading Jewish charities, The Jewish Lottery is broadly based on The National Lottery, but with the proceeds benefiting the Jewish community directly. The Directors believe that The Jewish Lottery is well placed to become an institution within the UK's Jewish community and, with Totally Plc receiving a marketing commission on every pound bet, the Directors believe that this initiative has the potential to make a significant contribution to overall turnover. During the last year, the Company has taken a more proactive approach to marketing its technical services capabilities. As a result, several technical services contracts have been won with some of the UK's largest Jewish communal organisations, as well as with other commercial entities. This has enabled the Company to enhance its reputation as a quality supplier of technical solutions and, as such, the Company has plans to grow this part of the business. Over the last nine months, the Company has been working with a leading Israeli publisher to assess the opportunities for launching a Jewish media joint venture in the USA. Significant research and business planning has been undertaken, potential investors and strategic partners have been approached and, a potential acquisition to support the creation of this new business has been identified. It is hoped that further announcements about this will be made in the near future. The first quarter of the new year has seen a marked increase in advertising revenues compared with the last quarter of 2001. This, together with the addition of the new revenue streams described above, and the fact that operating costs are now significantly reduced (un-audited costs in the first quarter of 2002 are £460,000 compared to last year's first quarter costs of £637,000, a reduction of 28 per cent.), leads the Directors to believe that the Company's operations will continue to improve. To ensure that the Company has the funding resources to achieve this, your Directors expect shortly to announce details of a placing to raise £275,000, which will take place in May. Finally I would like to thank my co-directors, all our staff and our advisers for their efforts during this last year. I would also like to formally welcome Daniel Assor to the board as Sales Director. Dr Michael Sinclair Chairman 23 April 2002 Consolidated profit and loss account for the year to 31 December 2001 Note Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total 2001 2001 2001 2000 2000 2000 £000 £000 £000 £000 £000 £000 Turnover Continuing operations 1,460 - 1,460 507 - 507 Other external charges (601) - (601) (542) - (542) Staff costs: Wages and salaries (1,047) - (1,047) (757) (757) Social security costs (92) - (92) (66) - (66) Depreciation and other amounts written off tangible and intangible 2 (76) (2,160) (2,236) (55) (1,154) (1,209) fixed assets Amounts written off (69) - (69) - - - Investments Other operating charges (458) - (458) (399) - (399) Total expenses (2,343) (2,160) (4,503) (1,819) (1,154) (2,973) Operating loss (883) (2,160) (3,043) (1,312) (1,154) (2,466) Interest receivable and similar 7 54 income Interest payable and similar (17) (4) charges Loss on ordinary activities (3,053) (2,416) before taxation Taxation - - Retained loss for the period (3,053) (2,416) Loss per share - basic 6 (9.81)p (16.08)p Loss per share - diluted 6 (9.81)p (16.08)p Loss per share before 6 goodwill amortisation - basic 6 (2.87)p (8.21)p Consolidated balance sheet at 31 December 2001 2001 2000 Note £000 £000 £000 £000 Fixed assets Intangible assets - goodwill 2 - 2,151 Tangible assets 3 53 112 53 2,263 Current assets Debtors 4 411 416 Cash at bank and in hand 14 446 425 862 Creditors: amounts falling due within one year 5 (524) (671) Net current assets/(liabilities) (99) 191 Total assets less current liabilities (46) 2,454 Creditors: amounts falling due after more than one year (2) (8) Net assets/(liabilities) (48) 2,446 Consolidated cash flow statement for the year to 31 December 2001 2001 2000 £000 £000 £000 £000 Net cash outflow from operating activities (1,023) (1,054) Returns on investments and servicing of finance Interest received 7 54 Bank interest paid (16) (4) Interest paid under finance leases (1) - (10) (50) (1,033) (1,004) Capital expenditure Payments to acquire tangible fixed assets (17) (94) Acquisitions Purchase of investments (79) (173) Cash outflow before financing (1,129) (1,271) Financing Capital repayments under finance leases (5) (3) Issue of ordinary share capital for cash 560 2,255 Expenses paid in connection with share issues - (564) Increase/(decrease) in cash in the period (574) 418 Notes to the financial statements 1. Accounting policies The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's financial statements. The Directors have prepared the financial statements on a going concern basis. Having reviewed future funding requirements for the business, they propose a Placing to raise £275,000 as soon as practicable after the publication of these financial statements. They have already confirmed the support from major shareholders. In the event that the Placing does not proceed as planned, the Group would potentially be in breach of its borrowing facilities and would additionally be unable to take advantage of opportunities to expand and extend the business. While the Directors are at present uncertain as to the outcome of the proposed Placing, they believe that it is appropriate to prepare the financial statements on a going concern basis. Basis of preparation The financial information has been prepared in accordance with applicable accounting standards and under the historical cost accounting rules. 2. Intangible fixed assets Year ended 31 December 2001 Goodwill £000 Cost At beginning of period 3,332 Additions 9 At end of period 3,341 Amortisation and amounts written off At beginning of period 1,181 Write-offs 2,160 At end of period 3,341 Net book value At 31 December 2001 - At 31 December 2000 2,151 In accordance with the requirement of Financial Reporting Standards 10 and 11 for annual impairment testing of intangible fixed assets, the Directors have considered the carrying value of goodwill that arose in 2000 on the acquisition of London Jewish News Limited. They have concluded, following a reassessment of that Company's future earnings potential, that there has been a permanent diminution in the attributable goodwill such that it is no longer appropriate to carry it in the consolidated balance sheet. The Directors have therefore written off the full carrying value, amounting to £2,160,000. This write-off is shown as an exceptional item in the profit and loss account for the year. 3. Tangible fixed assets Short Computer Fixtures and Total fittings leasehold equipment property £000 £000 £000 £000 Cost At beginning of period 37 102 24 163 Additions 12 5 - 17 Write-offs - (27) (8) (36) At end of period 49 80 16 145 Depreciation At beginning of period 3 40 8 51 Charge for period 6 59 11 76 Write-offs - (27) (9) (36) At end of period 9 72 10 91 Net book value At 31 December 2001 40 8 5 53 At 31 December 2000 34 62 16 112 Included above are assets under finance lease contracts. The net book value of these assets at 31 December 2001 is £7,000 (2000: £13,000) and the depreciation charged for the period was £6,000 (2000: £1,000). 4. Debtors 31 December 31 December 2001 2000 £000 £000 Trade debtors 334 252 Amounts due from subsidiary undertakings - - Other debtors 26 64 Prepayments and accrued income 51 99 411 415 Included in other debtors is £21,500 due after more than one year, representing the remaining part of a deposit paid on 23 March 2000 when a property leasehold was signed. This is repayable at the end of the six year term of the lease. 5. Creditors: amounts falling due within one year 31 December 31 December 2001 2000 £000 £000 Bank loans and overdrafts 254 112 Trade creditors 180 359 Net obligations under finance leases 6 6 Other taxation and social security 28 34 Accruals and deferred income 56 160 524 671 The Group has an overdraft facility that specifies interest to be charged at a rate of 2.75 per cent. per annum over the bank's base rate for overdrawn positions up to £325,000. This facility is available for utilisation until 20 September 2002. 6. Loss per share The calculation of the basic loss per share is based on the loss of £3,053,000 (2000: £2,416,000) and on 31,107,277 (2000: 15,064,151) ordinary shares being the weighted average number of shares in issue during the period. The diluted loss per share is the same as the basic loss per share, in accordance with FRS 14, which prescribes that potential ordinary shares should only be used as dilutive when, and only when, their conversion to ordinary shares would decrease net profit or increase net loss per share from continuing operations. 7. Dividends The Directors are not proposing the payment of a dividend in respect of the period ended 31 December 2001. 8. Publication of non-statutory accounts The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The consolidated balance sheet as at 31 December 2001 and the consolidated profit and loss account, consolidated cash flow statement and associated notes for the year then ended have been extracted from the Group's financial statements. Those financial statements have not yet been delivered to the Registrar of Companies, nor have the auditors reported on them. The 2000 accounts have been delivered to the Registrar of Companies and the auditors have reported on them. 9. Copies of accounts will be sent to shareholders shortly and will also be available at the Company's registered office. This information is provided by RNS The company news service from the London Stock Exchange

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