MIRA.L Regulatory News (MIRA)

26 Sep 2005 07:03

Yoomedia PLC26 September 2005 26 September 2005 YooMedia plc Interim report For the six months to 30 June 2005 YooMedia plc ('YooMedia' or 'the Group'), the AIM traded interactive media andgames group, announces its results for the six months to 30 June 2005. Overview • Increasing participation/opportunities in the expanding interactive digital marketplace • Increased turnover to £48.5 million (2004: £4.0 million) • EBITDA loss of £1.1 million for the period (pre operating exceptional costs) • Pre-tax loss of £4.6 million (2004: loss of £3.8 million) • Growth in the games and gambling division forecast to improve in 2006 • Revenue-sharing partnerships in place with major broadcasters and content providers • Pioneer in new interactive media technologies - continued investment in both technology and personnel • Extensive marketing strategy implemented • Initiatives in place to increase audience participation and to expand customer base to generate sales • Building relationships with public sector organisations including the delivery of the NHS Direct Interactive TV service for the Department of Health Chairman's Review YooMedia continues to be one of the fastest growing interactive entertainmentcompanies in the UK. We have four main divisions - Gambling & Gaming, Dating,Enhanced Solutions and Public Services. All these divisions continue togenerate increased revenues and will play a key role in achieving our objectiveof becoming a market-leading, cross-platform technology and interactive mediagroup. Over the last year we have grown both organically and through acquisition. Ourexperienced management team, along with blue chip partners and leading edgetechnology, has now created a solid platform from which to develop the business.The advances in technology mean that the market for the delivery of premiumcontent and transactional services across multiple platforms is expandingrapidly. YooMedia is ideally positioned to take advantage of this and to buildon its growing reputation in its chosen markets. As YooMedia improves its market penetration in our expanding sectors, thecomplexity of the Group increases. This continued enhancement of the businessmakes it increasingly difficult for investors to fully understand the businessand its potential. Consequently, I have taken this opportunity to provideshareholders with a clear explanation of our business and why the Board believesthat YooMedia is correctly positioned to build on its initial successes andreward our shareholders over the next few years. What is YooMedia? YooMedia develops and delivers premium interactive content and services tohouseholds and individuals via TV, the web, telephony and mobile phones. It hasfour main divisions: YooMedia Dating - manages dating brands including Dateline and Avenues from over20 locations throughout the UK. In addition to its presence in traditionalmedia, the Dateline business operates across digital TV, internet and mobilephones. YooMedia Gambling & Games - this division is on the leading-edge of interactivefixed odds, play for fun casino and poker related games services for digital TV,the web and mobile phones. Its brands include Avago and Channel 425 (inpartnership with William Hill). It also manages YooPlay, the only interactivegames channel found on all four Digital TV platforms in the UK. YooMedia Enhanced Solutions (YES) - works with brand owners, agencies, contentowners and broadcasters to deliver interactive content that enhances consumerand audience experiences. YES customers include the BBC, Nestle, Celador,William Hill, Channel 4, ZipTV, The Cartoon Network and HR Owen. YooMedia Public Sector - provides a variety of digital solutions/media servicesto leading public sector organisations including the NHS Direct Interactive TVservice for the Department of Health (via our subsidiary DITG), the Learning andSkills Council TV Kickstart service and a range of local authority TV services. Revenues Across our core consumer businesses we have in excess of two million registeredcustomers plus an increasing number of people using services on an ad hoc basis. Revenues are generated in three ways: • Transactional revenue streams - subscription services, betting and pay-to-play games which users pay for via unified payment and e-wallet systems. • Premium rate telephony which includes premium rate SMS messaging and premium rate voice telephony in connection with a wide range of programmes that enable viewers to participate from home, in popular shows such as the ' Who Wants to Be a Millionaire' TV series and 'Test the Nation'. By providing an exciting medium for users to interact with the show, we enable our partners to generate participation and resulting revenue. In return for this provision of content and interactivity, we receive a share of the income generated primarily from calls and text messages billed at premium rates. • Participation/Response income - generated from multi-platform marketing campaigns, which enable direct response to advertising through interactive TV or mobile phones. Business to business revenues are derived form a combination of transactionrevenue shares, contract and service fees and licensing. Expansion YooMedia's revenues flow directly from its customer base and audienceparticipation activities. The Group's long term success is directly linked tobuilding our customer base and maximising the average lifetime value ofcustomers. This requires expanding marketing activity for our businesses, usingcustomer retention techniques such as regular text updates or emails, inaddition to providing as many opportunities as possible for customers totransact across our different services. Currently, YooMedia is the market leading company in offering consumers premiumtransactional service delivery across all mass-market digital TV. This isachieved mainly by using interactive TV set top box technologies and mobilenetworks technologies that utilise delivery through SMS, Java and streaming 3Gvideo. YooMedia also enables interaction and participation through the web andvia voice telephony. YooMedia services work across the media spectrum. We enable our users to movefreely between TV, mobile phones and the web, accessing gambling, gaming, datingcontent and other 3rd party services. In short, our users can access YooMediaproducts at home, at work or on the move, using a single user account andelectronic wallet. Our proprietary CRM/marketing, multiplayer games and gambling plus integratedcommerce platforms provide unified support for our existing traffic of over 5.5million financial transactions per month via interactive TV, mobile phones andthe internet. The Group operates a broadcast grade, high availability hosting infrastructurefor online services from two data centres in the UK. These systems incorporateadvanced security provisions, failover management and dedicated Storage AreaNetwork facilities, all designed to enable 24/7 delivery of mass-market mobile,web and interactive TV services. The Group's broadcast infrastructure includes six studios, state of the artall-digital production, post-production and play-out systems, which host 15digital TV channels. From the outset, the Group's asset base has been designed to support the massmarket, providing a scalable basis for future growth of our customer base and ameans of rapidly and cost-effectively integrating new consumer technologies asthey emerge. Marketing YooMedia has built and acquired recognised brands including the gaming brandAvago and Dateline, the UK's longest established dating service. Through the YooMedia Enhanced Solutions division, the Group createsrevenue-sharing partnerships, building its customer base through affiliationswith major broadcasters and content providers. We provide these organisationswith market-leading cross-platform reach and capability on a commercial jointventure type basis. These partnerships present our services to new audiences,using our brands, co-branded services or white-label user propositions. Thereare many examples, including: • YooPlay TV - partnership with Channel 5 and Endemol • 'Who Wants to be a Millionaire' - partnership with Celador and ITV • Channel 425 - partnership with William Hill, the UK's largest bookmaker • 'Test the Nation' - partnership with the BBC • 'Great Sporting Legends' - partnership with Sky • Interactive gambling services on Poker Zone TV and The Poker Channel YooMedia games and gambling services are accessible from over 10 third partytelevision channels in the UK through similar arrangements. Results Results for the six months to 30 June 2005 show turnover up to £48.5 million (6months to June 2004: £4 million) following the consolidation of the new Grouppost the acquisition of DITG and TGC. The turnover includes customer winnings from our gambling activities. Grouprevenue, net of winnings payable to fixed odds betting customers for the periodwas £11.5 million (6 months to June 2004: £1 million). Gross profit for the period was £5.1 million (6 months to June 2004: loss of0.7million). EBITDA, pre operating exceptional costs, for the period was a loss of £1.1million and pre tax losses for the period were £4.6 million (6 months to June2004: loss of £3.8 million). Our direct consumer facing businesses, YooMedia Dating & YooMedia Gambling &Games, accounted for £5.7 million of net revenue and £1 million of gross profit. This was a strong period for our 'business to business' divisions of YooMediaEnhanced Solutions (YES) & YooMedia Public Sector, which accounted for £5.8million of net revenue and £4.1 million of gross profit. On 16 June we issued a trading statement that indicated that our Gambling &Games division would achieve lower than expected profit growth for the year(2005). Key developments expected on Channel 425, the digital channel operatedin partnership with William Hill, were delayed in implementation. The statementindicated that the business performance of Channel 425 would not meet earlierprojections. We are confident, however, that developments on the channel willcome back on track in the coming months. The outlook for the channel and ourpartnership with William Hill is very positive. The Board In June this year, David Docherty stepped down as chief executive to pursueother business opportunities. David played a central role in helping to developYooMedia into the business it is today and the Board wish him well for thefuture. At the same time Neil MacDonald was promoted to Group Managing Director and wassubsequently appointed to the Board on 25th September. Neil has an in-depthappreciation of the interactive media industry and is a highly experiencedmanager with a career spanning 11 years in multimedia and interactive sectorsplus a further 19 years in the retail industry. I am delighted to welcome himto the Board. We have appointed Robin Robbins to the Board as Group Finance Director. Robinhas extensive experience in both the public and private sectors, and, inparticular, in the gambling and gaming industry. Jonathan Apps will continue asChief Financial Officer but will step down from the Board. Management In addition to the experienced senior management team of YooMedia, I am pleasedto announce the appointment of Josie Adams as Chief Executive of YooMediaDating. Josie has extensive experience of media and interactive businesses andwas responsible for the dating and personals business of Yahoo! Europe.Together with Jim Weir, founder of the Avenues business and who now becomesChairman of YooMedia Dating, Josie will lead one of the most experiencedmanagement teams in the dating industry. The future The media sector is changing rapidly with traditional media, including broadcastand print, increasingly adopting new technology. Importantly for us, consumerdemand continues to drive rapid innovation and investment by telecommunicationscompanies, network operators and consumer equipment manufacturers. Recent examples which illustrate the pace of development are: • 2005 - cable TV in the UK commenced rolling out Video on Demand • 2006 - Sky will launch the first UK High Definition TV services • Digital Terrestrial Television ("DTT") is now delivered to over 25 million European households • Internet Protocol Television ("IPTV"), the provision of TV services across broadband internet connectivity, is expected to grow from 1.6 million users in 2004 to 32 million by 2009, with over eight million in the UK and half of the total in Asia (In Stat) • There are over three million 3G mobile phone users in the UK and 3G mobile handsets are expected to account for over 240 million European subscribers by 2009, including seven out of 10 European users (Analysys Research) Your management team is focused on enhancing our unique cross-platformtechnology and intellectual property base so that we are able to capitalise onthe resulting opportunities for expansion in the UK and abroad. Our approach isto identify and develop proprietary solutions to enhance the capabilities ofexisting media to deliver premium interactive content and services to customerswhich promote interaction and transactions. Through innovation, we seek toenable this interactive process and participate in the value created by theresulting transactions. Some examples of this include: • YooMedia's Real Time Messaging System ("RTMS"), which enables the consumer to use a mobile phone in a way which is synchronised with a programme on TV. Sophisticated premium interactive and participation services can be made available for consumers in and around standard TV services and content. • The technology offered by YooMedia's joint venture with ICTV (called Broadband TV Group) provides a simple, cost-effective means of upgrading the services available from existing digital cable and IPTV set top boxes to enable the delivery of rich interactive programming to the viewer. Broadband content can be delivered as televisual content on existing set top boxes with added interactive capability. We are announcing today that the Broadband TV trial underway with NTL will soon enter a live field trial in selected NTL digital cable households. Our content partners in this trial include ITN, MTV Networks, EMAP, Turner Broadcasting, Sesame Workshop, LoveFilm and UKTV. • YooMedia's new datacasting service for the fast-growing Freeview platform will deliver sophisticated interactive capability for our partners' services. This will operate in conjunction with next-generation set top boxes that are currently under development by some of the world's largest consumer electronics manufacturers. Conclusion The Group has grown its four core businesses in recent months, forming newpartnerships with leading blue-chip companies and developing new innovativeproducts, which will ensure our position as a market pioneer. The Boardbelieves that as traditional media, broadcast and telecommunications convergeover the next five years, the Group is well-placed to deliver high quality andsustainable financial growth. Your Board remains optimistic about the futureprospects for all of our core businesses of YooMedia. Michael Sinclair Chairman 26th September 2005 Contacts: Neil MacDonald YooMedia PLC Tel: 020 7462 0870Isabel Crossley St Brides Media & Finance Ltd Tel: 020 7242 4477 Profit and loss account for the six months to 30 June 2005 Unaudited Unaudited Unaudited Unaudited Audited Six months Six months Six months Six months Year ended 31 ended 30 June ended 30 June ended 30 June ended 30 June December 2005 2005 2005 2004 2004 Notes Continuing Acquisitions Total £ £ £ £ £Turnover 2 48,164,708 362,708 48,527,416 4,001,660 21,267,478Cost of sales (43,429,793) (41,793) (43,471,586) (4,684,864) (21,519,797)Gross profit/(loss) 4,734,915 320,915 5,055,830 (683,204) (252,319)Administrative expenses before (8,171,207) (274,295) (8,445,502) (3,178,617) (9,247,621)exceptional items and impairment ofgoodwillExceptional items 3 (1,073,787) - (1,073,787) - (5,860,431)Impairment of goodwill - - - - (8,684,348)Administrative expenses (9,244,994) (274,295) (9,519,289) (3,178,617) (23,792,400)Operating loss (4,510,079) 46,620 (4,463,459) (3,861,821) (24,044,719)Earnings before interest, tax, 4 (1,106,757) (3,462,696) (7,199,201)depreciation, amortisation andexceptional itemsNet interest receivable 51,081 47,136 108,665Net interest payable and similar (221,440) - (81,232)chargesLoss on ordinary activities before (4,633,818) (3,814,685) (24,107,286)taxationTax on loss on ordinary activities - - 27,264Loss on ordinary activities after (4,633,818) (3,814,685) (23,990,022)taxationEquity minority interest 77,237 34,303 198,957Loss for the financial period (4,556,581) (3,780,382) (23,791,065) Loss per ordinary share- basic and diluted 5 (0.99p) (2.84p) (15.14p) There is no difference between the loss on ordinary activities before taxationand the loss for the periods stated above, and their historical costequivalents. Statement of total recognised gains and losses Notes Unaudited Unaudited Audited Six months Six months Year ended 31 ended 30 June ended 30 June December 2005 2004 2004 £ £ £ TotalLoss for the period (4,556,581) (3,780,382) (23,791,065)Gain on deemed disposal of share in - 507,267 507,268subsidiary undertakingTotal losses recognised since last report (4,556,581) (3,273,115) (23,283,797) Balance sheet as at 30 June 2005 Unaudited Unaudited Audited Six months Six months Year ended 31 ended 30 June ended 30 June December Notes 2005 2004 2004 £ £ £Fixed assetsIntangible assets 47,008,450 12,518,809 46,036,348Tangible assets 3,235,639 844,215 3,044,029 50,244,089 13,363,024 49,080,377Current assetsDebtors 6,561,823 2,297,288 6,015,898Cash at bank and in hand 497,594 6,129,617 7,770,287 7,059,417 8,426,905 13,786,185Creditors - Amounts falling due within one year (11,969,631) (4,841,209) (15,828,608)Net current (liabilities)/assets (4,910,214) 3,585,696 (2,042,423)Total assets less current liabilities 45,333,875 16,948,720 47,037,954Creditors - Amounts falling due after more than one 7 (3,000,000) - (1,421,126)yearProvisions for liabilities and charges 8 (1,057,677) (51,270) (2,025,123)Equity minority interest (302,740) (544,629) (379,976)Net assets 40,973,458 16,352,821 43,211,729 Capital and reservesCalled -up share capital 11,620,494 8,484,024 11,418,970Share premium account 73,029,396 25,705,535 69,011,512Shares to be issued 280,500 2,997,500 3,047,000Capital redemption reserve 455,331 455,331 455,331Profit and loss account (44,412,263) (21,289,569) (40,721,084)Equity shareholders' funds 79 40,973,458 16,352,821 43,211,729 Cash flow statement for six months to 30 June 2005 Unaudited Unaudited Audited Six months Six months Year ended 31 ended 30 June ended 30 June December 2005 2004 2004 Notes £ £ £Continuing activitiesOperating loss (4,463,459) (3,861,821) (24,044,719)Depreciation charge 990,661 145,618 567,918Amortisation and impairment of goodwill 1,117,216 253,507 9,920,922Amortisation and impairment of deferred development costs 175,038 - 496,247UITF 25 provision for National Insurance on share options (71,131) (103,276) (62,461)UITF 17 charge on grant of share options 865,402 - 579,167Movement in restructuring provision (903,461) - 1,755,538Movement in dilapidations provision 7,146 - 65,000Loss on disposal of fixed assets - - 1,290Increase in debtors (501,842) (824,343) (1,492,536)(Decrease)/Increase in creditors (4,168,549) 1,735,171 1,311,458Net cash outflow from operating activities (6,952,979) (2,655,144) (10,902,176) Returns on investments and servicing of financeInterest received 51,081 32,697 108,665Interest paid (160,724) - (63,542)Interest element of finance lease rental payments (60,716) (17,689)Net cash (outflow)/inflow from returns on investments and (170,359) 32,697 27,434servicing of financeTaxation 27,264 - -Capital expenditure and financial investmentPayments to acquire intangible assets (572,208) (791,901)Payments to acquire tangible fixed assets (733,238) (431,900) (383,764)AcquisitionsPurchase of subsidiary undertakings (13,494) (824,845) (6,656,431)Purchase of trade and assets of a business - - (627,118)Net cash received with subsidiary undertaking 23,109 1,677,735 641,124Net cash (outflow)/inflow from capital expenditure and (1,295,831) 420,990 (7,818,090)financial investmentNet cash outflow before management of liquid resources and (8,391,905) (2,201,457) (18,692,832)financing Management of liquid resourcesIncrease in short term deposits with banks - (3,482,838) (4,896,404)FinancingIssue of ordinary share capital 50,409 6,610,725 32,027,461Costs associated with issue of share capital - - (1,682,564)Increase in debt finance 1,000,000Repayment of loans - (6,920,766)Repayment of capital element of finance leases and hire (158,653) (59,663)purchase contractsNet cash inflow from financing 891,756 6,610,725 23,364,468(Decrease)/Increase in net cash (7,500,149) 926,430 (224,768) Cash flow statement for the six months to 30 June 2005 (continued) Unaudited Unaudited Audited Six months Six months Year ended 31 ended 30 June ended 30 June December Notes 2005 2004 2004Reconciliation to net funds £ £ £ Decrease)/Increase in net cash (7,500,149) 926,430 (224,768)Increase in short-term deposits with banks - 3,482,838 4,896,404Loans and finance leases acquired with subsidiary (650,000) - (8,327,582)undertakingsRepayment of capital elements on finance leases 158,653 - 59,663Repayment of loans - - 6,920,766Movement in net (debt)/funds for the period (7,991,496) 4,409,268 3,324,483Net funds at commencement of period 5,044,832 1,720,349 1,720,349 Net (debt)/funds at end of period (2,946,664) 6,129,617 5,044,832 Notes to the financial information for the six months to 30 June 2005 1. Basis of preparation Unless stated otherwise, the interim financial information has been prepared onthe basis of the accounting policies set out in the Group's financial statementsfor the year ended 31 December 2004. The financial information contained in this interim report is unaudited. It doesnot constitute statutory accounts as defined in section 240 of the Companies Act1985. Statutory accounts for the year to 31 December 2004 have been filed withthe Registrar of Companies. Further copies of this report are available from our registered office:Northumberland House, 155-157 Great Portland Street, London, W1W 6QP. Going Concern In the light of existing facilities available to the Group, the Directorsconsider there will be sufficient resources available to enable the Group toachieve the profitability and positive cash flow necessary for the Group tocontinue as a going concern. Consequently, the directors consider that it isappropriate to prepare the accounts on the going concern basis. However, incommon with similar businesses at this stage of their development, the Directorsrecognise that there will remain a fundamental uncertainty over the Group'sability to realise future profitability and positive cash flows until the Grouphas established a track record of profitable trading, cash generation andmeeting its working capital projections. The financial statements do not reflect any adjustments that would be requiredif the Group were unable to achieve profitability and positive cash flow withits current resources, or if further available sources of finance wereinsufficient to fund the Group through to profitability and positive cash flow,such that the going concern basis of preparation ceased to be appropriate. 2. Turnover Turnover, which excludes value added tax, comprises revenue from interactivemedia services and dating services and is recognised as these services areprovided. Gaming revenues, where the Group holds a gaming licence, arerecognised on a gross basis and winnings are recognised as a cost of sale. Allturnover is generated in the United Kingdom. 3. Exceptional items Exceptional items, within administrative expenses, are detailed below: Unaudited six Unaudited six Year ended 31 months ended 30 months ended 30 December 2004 June 2005 June 2004 £ £ £Recognised in arriving at operating loss:Redundancy costs(1) 362,225 - 1,242,798Provision for losses on onerous contracts - - 1,638,373Write-down of assets related to onerous contracts - - 713,000Exceptional bonus payments(2) (153,840) - 1,096,873Exceptional professional fees - - 253,935UITF 17 charge(3) 865,402 - 579,167Write-off of deferred development costs - - 336,285 1,073,787 - 5,860,431 1 - Including all relevant taxes and other related costs of redundancy. 2 - Including all relevant taxes. 3 - Under Urgent Issue Task Force abstract 17 (UITF 17), the Company is requiredto recognise as a charge in the profit and loss account, the amount by which thefair market value of any share options issued to employees exceeds theirrespective exercise prices at the date of grant. The charge is notional in thatthere is no underlying cash flow or other financial liability associated withthe charge, nor does it give rise to a reduction in net assets or shareholders'funds. In addition there is no impact on distributable profits. This chargerelates to the share options granted on the acquisition of DITG which were fullyvested by 23rd June 2005. 4. Earnings before interest, tax, depreciation, amortisation and exceptional items Unaudited Unaudited Six months Six months Audited Year ended 30 ended 30 ended 31 June 2005 June 2004 December 2004 £ £ £Operating loss (4,463,459) (3,861,821) (24,044,719)Depreciation 990,661 145,618 567,918Amortisation and impairment of goodwill 1,117,216 253,507 9,920,922Amortisation and impairment of deferred development costs 175,038 - 496,247Exceptional items 1,073,787 - 5,860,431Earnings before interest, tax, depreciation, amortisation and (1,106,757) (3,462,696) (7,199,201)exceptional items 5. Loss per share The basic loss per share has been calculated by dividing the net loss of£4,556,581 for the period (six months ended 30 June 2004 - £3,780,382; 31December 2004 - £23,791,065) by the weighted average number of 460,511,906shares in issue during the period (six months ended 30 June 2004 - 132,907,003;year ended 31 December 2004 - 157,173,278). The Company has potentially dilutiveordinary shares being share options issued to staff and shares contracted to beissued. The diluted loss per share has been calculated in accordance with FinancialReporting Standard 14: Earnings per share, using 471,283,331 shares in issueduring the period (six months ended 30 June 2004 - 132.907,003; year ended 31December 2004 - 170,947,901). As per Financial Reporting Standard 14: Earningsper share, the diluted loss per share calculation is without reference toadjustments in respect of certain share options that are considered to beanti-dilutive. The deferred shares are not included in the earnings per share or dilutedearnings per share. These shares have no voting rights and are non-convertibleand therefore do not form part of the ordinary share capital used for the lossper share calculation in accordance with Financial Reporting Standard 14:Earnings per share. 6. Acquisitions On 4 April 2005 the Group acquired 100% of the share capital of ViaVisionLimited for a total consideration of £1,402,500. This was satisfied by the issueof 6,800,000 1p ordinary shares of YooMedia plc and a deferred consideration of1p ordinary shares all at 16.5p. 7. Creditors - Amounts falling due after more than one year Unaudited Unaudited Six months Six months Audited Year ended 30 June ended 30 June ended 31 2005 2004 December 2004 £ £ £Loans 2,650,000 - 1,000,000Obligations under finance leases and hire purchase contracts - - 71,126Other creditors 350,000 - 350,000 3,000,000 - 1,421,126 The loan principally relates to a revolving credit facility granted to the Groupby Lloyds TSB plc. This attracts interest at a rate of interest of 5% abovebase. 8. Provisions for liabilities and charges Employers' National Insurance Provision for on share options restructuring £ £ Total £At 1 January 2005 92,085 1,933,038 2,025,123Arising during the period - 362,225 362,225Utilised (71,131) (1,104,700) (1,175,831)Unused amounts reversed in the - (153,840) (153,840)periodAt 31 December 2004 20,954 1,036,723 1,057,677 Employers' National Insurance on share options On exercise of share options issued after 5 April 1999, under an unapprovedexecutive option scheme, the Company is required to pay National Insurance onthe difference between the exercise price and the market value at the exercisedate of the shares issued. The Company will become unconditionally liable to paythe National Insurance upon exercise of the options, which are exercisable overa period of 10 years from date of grant. The Company therefore makes a provisionfollowing the grant of options as opposed to on vesting or on exercise. Theamount of National Insurance payable will depend on the number of employees whoremain with the Company and exercise their options, the market price of theCompany's ordinary shares at the time of exercise, and the prevailing NationalInsurance rate at that time. Provision for restructuring costs The provision relates to certain items such as redundancy costs and losses ononerous contracts that were incurred or expected to be incurred as part of theGroup's restructuring arising mainly upon the acquisition of the DigitalInteractive Television Group on 20 December 2004. These are fully detailed inthe statutory accounts for the year ended 31 December 2004. The charge taken inthe period relates to further restructuring. 9. Reconciliation of movement in shareholders' funds Unaudited Unaudited Six months Six months Audited Year ended 30 June ended 30 June ended 31 2005 2004 December 2004 £ £ £Loss for the period (4,556,581) (3,780,382) (23,791,065)Gain on deemed disposal of share in subsidiary undertaking - 507,268 507,268New shares issued 1,172,408 14,713,850 60,954,774Shares to be issued 280,500 2,997,500 3,047,000UITF 17 credit 865,402 - 579,167Net (reduction in)/addition to shareholders' funds (2,238,271) 14,438,236 41,297,144Opening shareholders' funds 43,211,729 1,914,585 1,914,585Closing shareholders' funds 40,973,458 16,352,821 43,211,729 10. Post balance sheet events There were no material events after the balance sheet that require disclosure. INDEPENDENT REVIEW REPORT TO YOOMEDIA PLC Introduction We have been instructed by the Group to review the financial information whichcomprises a profit and loss account, statement of total recognised gains andlosses, balance sheet as at 30 June 2005, cash flow statement and associatednotes. We have read the other information contained in the interim report andconsidered whether it contains any apparent misstatements or materialinconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by the directors. The Listing Rulesof the London Stock Exchange require that the accounting policies andpresentation applied to the interim figures should be consistent with thoseapplied in preparing the preceding annual accounts except where any changes, andthe reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4issued by the Auditing Practices Board. A review consists principally of makingenquiries of management and applying analytical procedures to the financialinformation and underlying financial data and based thereon, assessing whetherthe accounting policies and presentation have been consistently applied unlessotherwise disclosed. A review excludes audit procedures such as tests ofcontrols and verification of assets liabilities and transactions. It issubstantially less in scope than an audit performed in accordance with AuditingStandards and therefore provides a lower level of assurance than an audit.Accordingly we do not express an audit opinion on the financial information. Going concern In arriving at our review conclusion, we have considered the adequacy of thedisclosures made in note 1 to the financial statements concerning thefundamental uncertainty over the ability of the Group to continue as a goingconcern. The interim report has been prepared on a going concern basis, thevalidity of which depends upon the realisation of projected revenues fromexisting and planned interactive media services and, if required, otheravailable sources of finance. The interim report does not include anyadjustments which would result if the cash generated from the projected revenueswas insufficient, and the Group was unable to access additional finance toenable it to continue as a going concern. In view of the significance of thismatter, we consider that it should be drawn to your attention, but our reviewconclusion is not qualified in this respect. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the six monthsended 30 June 2005. Deloitte and Touche LLPLondon26 September 2005 This information is provided by RNS The company news service from the London Stock Exchange