Final Results
28 Março 2003 - 1:59PM
UK Regulatory
RNS Number:3721J
Timeload PLC
28 March 2003
TIMELOAD plc
("Timeload" or the "Company")
PRELIMINARY RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2002
Key Highlights
* Proposed reversal of COE Limited into Timeload coupled with part return of
cash to shareholders recommended by the Board; EGM to seek shareholder
approval to be held on 22 April 2003
* Sale of Scoot UK business to British Telecommunications plc completed on
1 August 2002
* Company name changed to Timeload plc on 1 August 2002
* EPS loss of 0.54p in the year before exceptional items and goodwill
amortisation (2001: 6.22p)
* EPS of 0.16p in the year after exceptional items and goodwill amortisation
(2001: 25.47p loss)
* Timeload plc is a listed shell company which, as at 27 March 2003, had a net
free cash balance of #5.3m
Commenting on today's results, Dick Eykel, Executive Chairman, said: "We are
very pleased that we are able to recommend the reversal of COE Limited into the
Company. We believe that this, together with the part return of capital, will
best protect and deliver value to shareholders."
For more information:
Paul Dudley Timeload plc +44 (0) 1895 457434
Suzanna Temple-Morris Timeload plc +44 (0) 1895 457410
Reversal of COE into the Company
The directors believe that the injection of a separate trading business into the
Company coupled with a part return of capital to shareholders of up to #2.2m by
way of a Tender Offer will best protect and deliver value to shareholders.
Accordingly, shareholder approval is being sought at an Extraordinary General
Meeting ("EGM") on 22 April 2003 to acquire COE Limited.
If approved, this will be achieved by the issue of new shares in the Company to
COE's shareholders following which the existing shareholders of the Company will
own approximately 70% of the combined businesses. This may reduce to a minimum
of 30% dependent upon the results of the combined businesses in the financial
years ending 30 June 2004 and 30 June 2005.
Under the Tender Offer, existing shareholders have the option to receive a cash
payment and each is guaranteed to be able to sell to the Company at least 40% of
their shares at 0.75 pence per share. If shareholders reject the proposals, the
directors will promptly seek to commence a voluntary winding-up of the Company
in order to distribute the remaining assets in the business to shareholders.
Full details of the proposals are contained in the circular issued to
shareholders dated 28 March 2003.
Timeload is currently a cash shell with no turnover generating activities. The
Company continues to realise outstanding assets (primarily debtors in respect of
the former trade) and to meet its outstanding obligations. On completion of this
exercise, it is estimated that the Company will retain approximately #5.4m in
free cash. In addition, loan notes from the original acquisition of Loot in July
2000 remain outstanding in the sum of #30.9m. These loan notes are redeemable in
full on or before 31 December 2007 and are fully backed by #30.9m of additional
secured cash deposits. The Company continues to earn interest on these cash
deposits and to pay interest on the outstanding loan notes.
Scoot UK Business Disposal
In the circular issued to shareholders dated 5 July 2002, the Board advised that
it was in the best interests of shareholders to sell the Scoot UK business, as
the Company would not have sufficient working capital to continue trading on a
stand-alone basis much beyond August 2002. Accordingly, shareholder approval was
sought and received at an EGM on 30 July 2002 to sell the Scoot UK business to
British Telecommunications plc ("BT") for #5.3m in cash, together with the
assumption by BT of certain liabilities up to a maximum of #3.2m. Completion of
this disposal took place on 1 August 2002. The net proceeds (after payment of
expenses of approximately #1.3m), together with the remaining free cash
available to the Company, have since been applied to continue to meet
outstanding Group liabilities and finance the very limited ongoing activities of
the Company.
Change of Name
Following completion of the disposal of the Scoot UK business to BT, the name of
the Company was changed to Timeload plc on 1 August 2002 as approved by the
shareholders at the EGM on 30 July 2002.
Trading Review
Group revenues for the year were #3.5m (2001: #30.7m) and related solely to the
Scoot UK business up to the disposal date of 1 August 2002. The revenue
reduction compared with last year was due to the shorter trading period for
Scoot UK and the disposals of the various Loot businesses in 2001.
Group EBITDA (Earnings before interest, tax, depreciation and amortisation)
losses in the year were #4.0m (2001: #27.8m). The improvement over last year was
driven by central cost reductions together with cost efficiencies achieved in
Scoot UK prior to the business disposal and its shorter trading period.
The depreciation charge was #0.3m in the year compared with #0.9m last year.
The disposal of the Scoot UK business to BT resulted in an exceptional profit of
#4.8m. A further exceptional profit of #0.4m arose from the settlement of Loot
disposal retention provisions set up in earlier years. A #0.2m loss on disposal
of fixed assets has been charged to exceptional items in the year.
Net interest receivable in the year was #0.3m, compared with #0.4m net payable
last year, resulting in a Group profit before tax in the year of #1.0m (2001:
#180.3m loss).
A tax refund of #0.1m was received resulting in a Group profit after tax in the
year of #1.1m (2001: #180.3m loss).
EPS after exceptional items and goodwill amortisation was 0.16p (2001: 25.47p
loss).
At 31 December 2002, the Group had #5.8m of free cash, being the cash available
to fund on-going operations. At 27 March 2003, the Group had #5.3m of free cash
following the payment of various residual liabilities.
Board Structure
Richard Charkin, who was appointed a non-executive director of the Company in
January 2000, resigned from the Board on 10 July 2002 in order to pursue his
other commitments. Following completion of the disposal of the Scoot UK business
to BT, Terry Martin resigned from the Board on 1 August 2002 at which point his
employment transferred to BT. We are very grateful for their advice and valuable
contribution under sometimes difficult circumstances. As a result, the Board now
comprises Dick Eykel as Executive Chairman and Jon Molyneux as the sole
non-executive director.
Preliminary Results Statement - Audited
For the year ended 31 December 2002
Key Financial Statistics 6 months Full year Year ended
-------- --------- 31
# Millions Notes H1 H2 December
2002 2002 2002 2001
Revenue
- Scoot UK (a) 2.9 0.6 3.5 5.5
- Loot UK (b) - - - 19.7
- Loot Overseas (b) - - - 5.5
------- ------- ------- ---------
Group revenue 2.9 0.6 3.5 30.7
Share of joint ventures - - - 1.3
------- ------- ------- ---------
Gross revenue 2.9 0.6 3.5 32.0
======= ======= ======= =========
EBITDA
- Scoot UK (a) (3.0) - (3.0) (18.7)
- Loot UK (b) - - - 2.4
- Loot Overseas (b) - - - (0.8)
- Head Office (0.5) (0.5) (1.0) (7.8)
- Scoot Technology - - - (2.4)
- Scoot Content - - - (0.5)
-------- ------- ------- ----------
Group EBITDA (3.5) (0.5) (4.0) (27.8)
Share of joint (c) - - - (14.9)
ventures
Share of (c) - - - (0.1)
associates
-------- ------- ------- ----------
Gross EBITDA (3.5) (0.5) (4.0) (42.8)
Depreciation (0.3) - (0.3) (0.9)
Goodwill amortisation - - - (19.9)
Exceptional (d) (0.2) 5.2 5.0 (116.3)
items
Net interest receivable/ 0.3 - 0.3 (0.4)
(payable)
-------- ------- ------- ----------
Profit/(loss) before (3.7) 4.7 1.0 (180.3)
taxation ======= ======= =======
EPS - adjusted (p) (e) (0.49)p (0.05)p (0.54)p (6.22)p
EPS - basic and diluted (p) (0.52)p 0.68 p 0.16 p (25.47)p
-------- ------- --- ------- ----------
Notes:
(a) The Scoot UK business was sold to British Telecommunications plc
on 1 August 2002.
(b) The Loot UK and Ireland businesses were sold on 1 October 2001.
The Loot USA business was sold in November 2001.
(c) The joint ventures in Europe and the Loot India associate were
sold in July 2001.
(d) Exceptional items in 2002 comprise #4.8m profit on disposal of the
Scoot UK business, #0.4m profit on settlement of Loot disposal retention
provisions and #0.2m for loss on disposal of fixed assets.
Exceptional items in 2001 comprised #7.5m for the Project Genesis strategic
review, #107.9m for the loss on disposal of Loot (including #105.5m goodwill
write-off), the premium paid on redemption of the convertible debentures and
equity line settlement of #3.6m, profit on disposal of joint ventures of #3.6m
(net of the write-off of the remaining #4.3m of goodwill), a #0.1m profit on
disposal of the Loot India associate and #1.0m for loss on disposal of fixed
assets.
(e) Before exceptional items and goodwill amortisation.
Consolidated Profit and Loss Account for the year ended 31 December 2002 - Audited
2002 2001
Notes #M #M
Gross turnover including share of joint
ventures
- Discontinued operations 3 3.5 32.0
Less: share of joint venture turnover - - (1.3)
discontinued ------ -------
Group turnover 3.5 30.7
Cost of sales
- Discontinued operations (0.2) (16.1)
------ -------
Gross profit 3.3 14.6
Selling, general and administrative
expenses ------- --------
- Continuing operations (1.0) (7.8)
- Discontinued operations (6.6) (35.5)
- Exceptional items 4 - (7.5)
- Goodwill amortisation 5 - (19.3)
------- --------
(7.6) (70.1)
------- --------
Group operating loss (4.3) (55.5)
------------------------------------ -------- --------
- Continuing operations (1.0) (7.8)
- Discontinued operations (3.3) (47.7)
------------------------------------ ------- --------
Share of losses from joint ventures 6 - (15.5)
Share of losses from associates 6 - (0.1)
------- --------
Total operating loss - group, joint (4.3) (71.1)
ventures and associates
Exceptional items
- Profit/(loss) on disposal of 4 5.2 (107.8)
operations
- Loss on disposal of fixed assets 4 (0.2) (1.0)
Net interest receivable/(payable) 0.3 (0.4)
------- --------
Profit/(loss) before taxation 1.0 (180.3)
Taxation 0.1 -
------- --------
Retained profit/(loss) for the year 1.1 (180.3)
======= ========
EPS - before exceptional items and (0.54)p (6.22)p
goodwill amortisation
Exceptional items 0.70 p (16.43)p
Goodwill amortisation - (2.82)p
------- --------
EPS - basic and diluted 7 0.16 p (25.47)p
======= ========
Weighted average number of ordinary shares
in issue (millions) 723.6 707.7
======= ========
Consolidated Statement of Total Recognised Gains and Losses for the year ended
31 December 2002 - Audited
2002 2001
#M #M
Retained profit/(loss) for the year
- Group 1.1 (164.7)
- Joint ventures - (15.5)
- Associates - (0.1)
------ --------
Total recognised gains and losses relating to the year 1.1 (180.3)
====== ========
Reconciliation of Movements in Shareholders' Funds for the year ended
31 December 2002 - Audited
2002 2001
#M #M
Retained profit/(loss) for the year 1.1 (180.3)
Share option schemes release (0.2) (0.5)
New share capital subscribed, including premium - 4.5
------- --------
Net addition to/(reduction in) shareholders' funds 0.9 (176.3)
Shareholders' funds, beginning of year 4.1 180.4
------- --------
Shareholders' funds, end of year 5.0 4.1
======= ========
Consolidated Balance Sheet at 31 December 2002 - Audited
2002 2001
Notes #M #M
Fixed assets
Intangible fixed assets 9 - 1.8
Tangible fixed assets - 1.0
------- -------
- 2.8
-------- --------
Current assets
Debtors 0.3 5.3
Money market investments 11 36.4 43.8
and deposits
Cash at bank and in hand 11 0.3 0.8
-------- --------
37.0 49.9
Creditors: amounts falling due
within one year
Loans 12 (30.9) (37.6)
Other creditors (1.1) (11.0)
-------- --------
Net current assets 5.0 1.3
-------- --------
Net assets 5.0 4.1
======== ========
Capital and reserves
Called-up share capital 13 14.5 14.5
Share premium account 13 320.8 320.8
Profit and loss account (330.5) (331.4)
-------- --------
Equity shareholders' funds 4.8 3.9
Non-equity shareholders' funds 13 0.2 0.2
-------- --------
Capital employed 5.0 4.1
======== ========
Consolidated Cash Flow Statement for the year ended 31 December 2002 - Audited
2002 2001
Notes #M #M
Net cash outflow from operating activities 14 (6.0) (35.5)
------ ------
Returns on investments and servicing of finance
Interest received 2.5 2.8
Interest paid (1.9) (3.4)
------- -------
Premium paid on redemption of convertible debentures 4 - (3.6)
and settlement of equity line
------- -------
Net cash inflow/(outflow) from returns on 0.6 (4.2)
investments and servicing of finance
------- -------
Taxation refunds/(payments) 0.1 (0.1)
------- -------
Capital expenditure and financial investment
Payments for tangible fixed assets - (0.5)
Proceeds received from disposal of tangible fixed - -
assets ------- -------
Net cash outflow from capital expenditure and - (0.5)
financial investment
------- -------
Acquisitions and disposals
Acquisition of subsidiary - cash refund in 2001 - 2.0
Acquisition of subsidiary - deferred consideration 8 - (1.0)
Net cash disposed of with subsidiary - (0.1)
Investments in joint ventures - (9.1)
Disposal of subsidiaries and businesses (net of 4.1 41.2
expenses) ------- -------
Net cash inflow from acquisitions and disposals 4.1 33.0
------- -------
Net cash outflow before management of liquid (1.2) (7.3)
resources and financing
------- -------
Financing and management of liquid resources
Proceeds received from issue of share capital - 0.2
Capital element of finance lease rental payments - (0.2)
Repayment of loans (net) (6.7) (18.3)
------- -------
Net cash outflow from financing (6.7) (18.3)
Decrease in money market investments and deposits 7.4 21.5
------- -------
Net cash inflow from financing and management of 0.7 3.2
liquid resources
------- -------
Decrease in net cash (0.5) (4.1)
Net cash outflow from movements in money market (7.4) (21.5)
investments and deposits
Cash inflow from net movement in loans 6.7 18.5
------- -------
Change in net cash resulting from cash flows (1.2) (7.1)
Conversion of debentures - 4.3
Loans and finance leases disposed of with - 0.3
subsidiary ------- -------
Movement in net cash during the year (1.2) (2.5)
Net cash, at beginning of year 7.0 9.5
------- -------
Net cash, at end of year 15 5.8 7.0
======= =======
Notes to the Consolidated Financial Statements at 31 December 2002 - Audited
1. Preliminary results and accounting policies
These financial statements do not constitute statutory accounts. The audited
statutory accounts for the year ended 31 December 2002 will be sent to
shareholders and will be delivered to the Registrar of Companies in due course.
They have been prepared using accounting policies consistent with the previous
year except for the adoption of FRS 19 - Deferred Tax, which has had no material
effect on these financial statements. They were approved by the board of
directors on 28 March 2003.
Comparative figures for the year ended 31 December 2001 have been extracted from
the statutory accounts of the Company. The financial statements for the year
ended 31 December 2001 received an unqualified opinion, although the auditors
drew attention to Note 1 on going concern, and have been filed with the
Registrar of Companies.
Copies of these financial statements are available to the public for at least 14
days from the Company Secretary, Bakers House, Bakers Road, Uxbridge, Middlesex,
UB8 1RG.
2. Basis of preparation
These financial statements consolidate the results of the Company and its
subsidiaries. They also include the results of the former various joint ventures
of the Group, accounted for under the gross equity method, and associates of the
Group, accounted for under the equity method, up to their respective dates of
disposal.
The main currency in which the Group operates is UK Pounds Sterling and these
financial statements are stated in that currency. The Group's former overseas
subsidiaries, joint ventures and associates operated in their respective local
currencies.
3. Analysis of turnover
The geographical analysis of turnover is:
2002 2001
#M #M
United Kingdom 3.5 25.5
Republic of Ireland - 4.4
United States of America - 0.8
-------- --------
Group turnover 3.5 30.7
Share of joint ventures' turnover - 1.3
-------- --------
Gross turnover 3.5 32.0
======== ========
The analysis of turnover by class of business is:
#M #M
Classified directory information 3.5 30.7
Share of joint ventures' turnover - 1.3
------ ------
Gross turnover 3.5 32.0
====== ======
The Group's principal source of revenue and profit before tax during 2002 was
from the provision of classified directory information relating to the Scoot UK
business, which was sold to British Telecommunications plc ("BT") on 1 August
2002.
The Group's net assets at 31 December 2002 are solely in respect of the
remaining cash shell.
4. Exceptional items
2002 2001
#M #M
Operating:
------------
Project Genesis - (7.5)
------- -------
Non-operating:
----------------
Profit on disposal of Scoot UK 4.8 -
Settlement of Loot disposal retention provisions 0.4 -
Loss on disposal of Loot - (107.9)
Premium paid on redemption of convertible debentures - (3.5)
Settlement of equity line - (0.1)
Profit on disposal of joint ventures - 3.6
Profit on disposal of Loot India associate - 0.1
------- --------
Profit/(loss) on disposal of operations 5.2 (107.8)
Loss on disposal of fixed assets (0.2) (1.0)
------- --------
5.0 (108.8)
------- --------
5.0 (116.3)
======= ========
The profit on disposal of Scoot UK was net of #1.2m of legal and professional
fees.
Project Genesis comprised provisions for redundancies (#2.5m), relocation
expenses (#0.1m) and contract termination/other costs (#4.0m) together with
related legal and professional fees (#0.9m).
The loss on disposal of Loot included #2.4m of legal and professional fees.
The profit on disposal of joint ventures was net of writing-off #4.3m of
residual goodwill and #0.5m of legal and professional fees.
5. Goodwill amortisation
The goodwill amortisation charge (excluding share of joint venture goodwill
amortisation) comprises the following:
2002 2001
#M #M
On acquisition of Loot - (18.3)
------- -------
On deferred consideration payable to the former - (1.0)
shareholders of Diva Solutions Limited (see Note 8)
------- -------
- (19.3)
======= =======
6. Share of losses from joint ventures and associates
The Group's share of losses in the former respective joint ventures and
associates is set out below:
2002 2001
#M #M
Joint ventures:
-----------------
Scoot Europe and subsidiaries (50%) - (14.9)
Goodwill amortisation - (0.6)
------- -------
- (15.5)
Associates:
-------------
Loot India (41%) - (0.1)
------- -------
- (15.6)
======= =======
7. Earnings per share (EPS)
The calculation of basic and diluted earnings per share is based on the retained
profit for the year of #1.1m (2001: #180.3m loss) divided by the weighted
average number of ordinary shares in issue during the year totalling 723.6m
(2001: 707.7m).
In order to gain a clearer understanding of the Group's underlying performance,
earnings per share statistics are also shown excluding the effect of exceptional
items and goodwill amortisation.
8. Goodwill
Following the acquisition of Diva Solutions Limited in July 1999 and the
achievement of certain performance criteria, the Company contracted to pay
approximately #1.0m in instalments to the former shareholders in accordance with
an agreed timetable.
Some #0.2m of loan notes were issued in January 2001 and redeemed for cash in
August 2001. A further #0.3m of loan notes were issued in July 2001 and redeemed
for cash in April 2002. A final #0.5m of loan notes were issued in July 2002 and
redeemed for cash in September 2002.
These amounts were recorded as goodwill. As part of the strategic review, the
directors conducted an impairment review and all remaining goodwill was
written-off as at 30 June 2001.
9. Intangible fixed assets
Intangible fixed assets comprised the Group's former database costs. These were
being amortised over ten years and were transferred to BT on completion of the
business disposal.
10. Investment awaiting disposal
In February 2000, the Group purchased for #5.0m (US$8.0m), a 5.4% investment in
PointServe Inc. As part of the investment, the Company is also party to a
stockholders' agreement between a number of co-investors which entitles the
Company to appoint an observer to the Board of PointServe.
Given that PointServe is in the development stage of its business and has
incurred significant losses, and due to its change in business direction, such
that previously forecast revenues are now unlikely to materialise, the
investment was written down to #Nil during the 15 month period ended 31 December
2000.
This investment is held for sale and thus included as a current asset.
11. Free cash
2002 2001
#M #M
Money market investments and deposits 36.4 43.8
Cash at bank and in hand 0.3 0.8
------- -------
36.7 44.6
Less: Pledged deposit account (see Note 12) (30.9) (37.3)
------- -------
5.8 7.3
======== =======
Money market investments and deposits include #30.9m of restricted deposits held
as security for the outstanding Loot loan notes (see Note 12).
Approximately #0.4m of the pledged deposit account was repaid in early January
2002 and a further #0.6m was repaid at the end of June 2002 due to the early
redemption of loan notes. Following the disposal of the Scoot UK business to BT,
#4.9m of the pledged deposit account was repaid on 30 August 2002 due to the
early redemption of loan notes. An additional #0.5m of the pledged deposit
account was repaid at the end of December 2002 due to the early redemption of
loan notes (see Note 12).
12. Loans
2002 2001
#M #M
Due within one year:
Loot loan notes 2007 (secured) 30.9 37.3
Diva Securities loan notes (see Note 8) - 0.3
------- -------
30.9 37.6
======= =======
The Loot loan notes are redeemable in full on or before 31 December 2007.
Interest is based on six monthly LIBOR less 1.25% payable half-yearly in arrears
on 30 June and 31 December. They are secured by an equivalent in value blocked
money market deposit account (see Note 11). Approximately #0.4m of these loan
notes were redeemed in early January 2002 and a further #0.6m were redeemed at
the end of June 2002 (see Note 11).
At 31 December 2001, #36.9m of the outstanding Loot loan notes were classified
as due after more than one year. These were reclassified as due within one year
following the business disposal to BT, due to the then likely short-term future
of the Company. Following this disposal, #4.9m of these loan notes were redeemed
on 30 August 2002. An additional #0.5m of these loan notes were redeemed at the
end of December 2002 (see Note 11).
13. Share capital and share premium account
Ordinary Called-up Share premium
(2p) shares ordinary share account
in issue capital
Number #M #M
At beginning and end of year 723,638,495 14.5 320.8
=========== ======== =======
The Company also has 200,000 #1 deferred ordinary shares, which were in issue
throughout the year.
14. Net cash outflow from operating activities
2002 2001
#M #M
Group operating loss (4.3) (55.5)
Depreciation 0.3 0.9
Goodwill amortisation - 19.3
Share option schemes release (0.2) (0.5)
Decrease in debtors 3.8 3.8
Decrease in creditors (5.6) (3.5)
------- -------
(6.0) (35.5)
======= =======
15. Analysis of movement in net cash during the year
At 31 December Cash Non-cash At 31 December
2001 flow changes 2002
#M #M #M #M
Cash at bank and in hand 0.8 (0.5) - 0.3
Bank overdraft - - - -
------- ------- --------- -------
Net cash/(overdraft) 0.8 (0.5) - 0.3
Money market investments and 43.8 (7.4) - 36.4
deposits
Bank and other loans:
Due within one year (37.6) 6.7 - (30.9)
------- ------- --------- -------
Net cash 7.0 (1.2) - 5.8
======= ======= ========= =======
This information is provided by RNS
The company news service from the London Stock Exchange
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