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RNS No 2283w S.E.A. MULTIMEDIA LTD 28th August 1998 S.E.A. MULTIMEDIA LTD. INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 1998 IN U.S. DOLLARS UNAUDITED INDEX Page Review Report of Interim Consolidated Financial 2 Statements Consolidated Balance Sheets 3 - 4 Consolidated Statements of Operations 5 Statements of Changes in Shareholders' Equity 6 - 7 (Deficiency) Consolidated Statements of Cash Flows 8 - 9 Notes to Financial Statements 10 - - - - - - - - - - - - Page 2 August 27, 1998 CHAIRMAN'S STATEMENT During the past 6 months S.E.A. Multimedia has significantly narrowed its focus to two areas of activity: 1) online sport programming and 2) relationship management tools for online business through its subsidiary, Manna Network Technologies. With a clear focus and markedly fewer overheads, S.E.A. has succeeded to cut its G&A costs and losses dramatically, as the results for the first 6 months of 1998 indicate in comparison with the same period in 1997. Revenues for the first 6 months of 1998 were $415,000 with a recorded loss of $923,000; as compared with the first 6 months of 1997, where revenues were $170,000 and a loss of $1,612,000 was recorded. In the online sport programming area, S.E.A.'s focus is on creating a sport channel on the Internet that offers sport fans dynamic, interactive sport content and services. The Web site will present information in several languages, and provide the best sport coverage of specific nations or regions. S.E.A. is currently seeking strategic partners for this venture. In addition, S.E.A. is developing event-based and promotional sport sites such as the official International Olympic Committee Web site. S.E.A. has currently completed the first stage of the IOC Web site and is now moving into the second phase of the site's development, due for completion in November 1998. S.E.A. has also entered into a Teaming Agreement with US-based Quokka Sports to win a bid to create the official Web site for Sydney 2000 Olympic Games, which is expected to attract an enormous amount of traffic, generating over 3 billion hits. Manna Network Technologies is in the last stages of implementing its first beta site, which is due for completion by mid-September. At the same time, it has begun work on the implementation of its second beta site. The company has initiated discussion with several potential customers, channel partners and integrators and is in an advanced stage of negotiation with a venture capital company for Manna Network Technologies' private placement. Tal Barnoach C.E.O. and Chairman Page 3 KOST FORER & GABBAY A MEMBER OF ERNST & YOUNG INTERNATIONAL The Board of Directors S.E.A. Multimedia Ltd. Re Review report of unaudited interim : consolidated financial statements for the six months and three months ended June 30, 1998 At your request, we have reviewed the accompanying interim consolidated balance sheet of S.E.A. Multimedia Ltd. and its subsidiary as of June 30, 1998, and the related interim consolidated statements of operations, changes in shareholders' deficiency and cash flows for the six months and three months then ended. Our review was made in accordance with the procedures prescribed by the Institute of Certified Public Accountants in Israel, and included, inter-alia, reading the aforementioned interim consolidated financial statements, reading the minutes of meetings of the shareholders and the board of directors and its committees, and making inquiries of certain officers responsible for financial and accounting matters. The foregoing procedures do not constitute an examination made in accordance with generally accepted auditing standards, and are limited in scope. Therefore, we do not express an opinion on the interim consolidated financial statements. The aforementioned interim consolidated financial statements have been remeasured into U.S. dollars on the basis described in Note 3. In the course of our review, nothing came to our attention as a result of our review that would indicate that material changes of the interim consolidated financial statements are required in order that they may be considered prepared in accordance with generally accepted accounting principles in Israel. Tel-Aviv, Israel KOST, FORER and GABBAY August 27, 1998 Certified Public Accountants (Israel) Page 4 CONSOLIDATED BALANCE SHEETS In U.S. dollars June 30, December 31, 1998 1997 1997 Unaudited Audited ASSETS CURRENT ASSETS: Cash and cash equivalents 62,876 1,242,982 680,931 Trade receivables 220,000 747,848 - Deferred software development - 632,782 330,657 costs Other accounts receivable and 141,562 32,713 68,917 current assets 424,438 2,656,325 1,080,505 FIXED ASSETS: Cost 758,934 638,766 746,905 Less - accumulated depreciation 340,615 184,388 257,813 418,319 454,378 489,092 OTHER ASSETS: Cost - 749,117 749,117 Less - accumulated amortization - 462,509 749,117 - 286,608 - 842,757 3,397,311 1,569,597 The accompanying notes are an integral part of the financial statements. Page 5 CONSOLIDATED BALANCE SHEETS In U.S. dollars June 30, December 31, 1998 1997 1997 Unaudited Audited LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) CURRENT LIABILITIES: Short-term bank credit 68 2,525 5,080 Short-term bank loan 331,436 - - Customer advances - 27,000 60,000 Trade payables 266,051 372,320 308,235 Other accounts payable and 266,369 165,215 267,638 accruals 863,924 567,060 640,953 LONG-TERM LIABILITIES: Accrued severance pay, net 72,839 76,766 99,915 SHAREHOLDERS' EQUITY (DEFICIENCY): Share capital 76,811 70,075 76,380 Additional paid-in capital 4,781,994 4,038,971 4,781,994 Accumulated deficit (4,952,811) (1,355,561) (4,029,645) (94,006) 2,753,485 828,729 842,757 3,397,311 1,569,597 The accompanying notes are an integral part of the financial statements. August 27, 1998 Date of approval of the Tal Barnoach Ze'ev Rozov financial statements Chairman and Chief Managing Director Executive Officer Page 6 CONSOLIDATED STATEMENTS OF OPERATIONS In U.S. dollars Six months ended Three months Year June 30, ended ended June 30, December 31, 1998 1997 1998 1997 1997 Unaudited Audited Sales 415,172 170,217 241,250 122,688 680,390 Cost of sales 240,063 676,046 119,410 407,092 2,774,884 Gross profit (loss) 175,109 (505,829) 121,840 (284,404) (2,094,494) Research and development 861,485 168,781 613,726 97,055 431,644 expenses, net Selling and marketing expenses, 149,538 602,028 77,990 352,712 802,565 net General and administrative 283,065 341,536 144,149 169,151 956,717 expenses, net 1,294,088 1,112,345 835,865 618,918 2,190,926 Operating loss (1,118,979) (1,618,174)(714,025) (903,322) (4,285,420) Financial income 20,813 6,027 13,064 (9,831) (811) (expenses), net Other income, net 175,000 - 175,000 - - Loss for the period (923,166) (1,612,147)(525,961) (913,153) (4,286,231) Loss per 100 shares at NIS 0.01 par (3.67) (6.99) (2.09) (3.96) (17.86) value each Weighted average number of 100 251,330 230,589 251,330 230,587 239,946 shares outstanding The accompanying notes are an integral part of the financial statements. Page 7 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) In U.S. dollars Six months ended June 30, 1998 Total Additional shareholders' Share paid-in Accumulated equity capital capital deficit (deficiency) ------- ---------- ---------- ----------- Balance at the beginning of the period (audited) 76,380 4,781,994 (4,029,645) 828,729 Issuance of shares (155,554 Ordinary Shares) 431 - - 431 Loss for the period - - 923,166 (923,166) ------ ---------- --------- ------- Balance at the end of the period (unaudited) 76,811 4,781,994 (4,952,811) (94,006) ====== ========= =========== ========= Six months ended June 30, 1997 Retained Additional earnings Total Share paid-in (accumulated shareholders' capital capital deficit) equity ------- --------- ----------- ------------- Balance at the beginning of the period (audited) 70,075 4,038,971 256,586 4,365,632 Issuance of shares (155,554 Ordinary Shares) - - - - Loss for the period - - (1,612,147) (1,612,147) ------ ---------- --------- ------- Balance at the end of the period (unaudited) 70,075 4,038,971 (1,355,561) 2,753,485 ====== ========= =========== ========= Three months ended June 30, 1998 Additional Total Share paid-in Accumulated shareholders' capital capital deficit equity (deficiency) ------- --------- ----------- ------------- Balance at the beginning of the period (audited) 76,733 4,781,994 (4,426,850) 431,877 Issuance of shares (28,571 Ordinary Shares) 78 - - 78 Loss for the period - - (525,961) (525,961) ------- ---------- ----------- --------- Balance at the end of the period (unaudited) 76,811 4,781,994 (4,952,811) (94,006) ====== ========= =========== ======== Three months ended June 30, 1997 Additional Total Share paid-in Accumulated shareholders' capital capital deficit equity ------- --------- ----------- ------------- Balance at the beginning of the period (audited) 70,075 4,038,971 (442,408) 33,666,638 Issuance of shares (155,554 Ordinary Shares) - - - - Loss for the period - - (913,153) (913,153) ------ ---------- --------- ------- Balance at the end of the period (unaudited) 70,075 4,038,971 (1,355,561) 2,753,485 ====== ========= =========== ========= The accompanying notes are an integral part of the financial statements. Page 8 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY) In U.S. dollars Audited Year ended December 31, 1997 Retained Additional earnings Total Share paid-in (accumulated shareholders' capital capital deficit) equity Balance the beginning of the year 70,075 4,038,971 256,586 4,365,632 Issuance of shares, net 6,305 743,023 - 749,328 Loss for the year - - (4,286,231) (4,286,231) ------ ---------- ----------- ----------- Balance at the end of year 76,380 4,781,994 (4,029,645) 828,729 ====== ========= =========== ========= The accompanying notes are an integral part of the financial statements. Page 9 CONSOLIDATED STATEMENTS OF CASH FLOWS In U.S. dollars Six months ended Three months ended Year ended June 30, June 30, December 31, 1998 1997 1998 1997 1997 Unaudited Audited Cash flows from operating activities: Loss for the period (923,166) (1,612,147) (525,961) (913,153) (4,286,231) Adjustments to reconcile loss to net cash used in operating activities (a) (9,715) 722,776 83,582 343,100 2,891,754 Net cash used in operating activities (932,881) (889,371) (442,379) (570,053) (1,394,477) Cash flows from investing activities: Purchase of fixed assets (12,029) (68,924) (10,982) (32,421) (128,424) Net cash used in investing activities (12,029) (68,924) (10,982) (32,421) (128,424) Cash flows from financing activities: Proceeds from issuance of shares, net 431 - 78 - - Short term bank credit, net (5,012) (204,574) 68 2,525 (202,019) Short-term bank loan 331,436 - 331,436 - - Net cash provided by (used in) financing activities 326,855 (204,574) 331,582 2,525 (202,019) Decrease in cash and cash equivalents (618,055) (1,162,869) (121,779) (599,949) (1,724,920) Cash and cash equivalents at the beginning of the period 680,931 2,405,851 184,655 1,842,931 2,405,851 Cash and cash equivalents at the end of the period 62,876 1,242,982 62,876 1,242,982 680,931 The accompanying notes are an integral part of the financial statements. Page 10 CONSOLIDATED STATEMENTS OF CASH FLOWS In U.S. dollars Six months Three months Year ended ended ended December 31, June 30 June 30 1997 1998 1997 1998 1997 Unaudited Audited (a) Adjustments to reconcile loss to net cash used in operating activities: Income and expenses not involving cash flows: Depreciation and amortization 82,802 298,762 41,718 223,342 658,796 Accrued severance pay, net (27,076) 20,559 (17,027) (3,722) 43,708 Changes in assets and liabilities items: Decrease (increase) in trade receivables (220,000) 543,484 (219,802) 158,782 1,291,332 Decrease (increase) in deferred software development costs 330,657 (197,144) 391,749 52,222 670,439 Decrease (increase) in other accounts receivable and current assets (72,645) 5,243 (74,603) 1,337 113,194 Increase (decrease) in customer advances (60,000) 27,000 - 27,000 60,000 Increase (decrease) in trade payables (42,184) 11,522 (53,276) (91,574) 184,822 Increase (decrease) in other accounts payable and accruals (1,269) 13,350 14,823 (24,287) (130,537) (9,715) 722,776 83,582 343,100 2,891,754 Non-cash transaction: Assets purchased for issuance of shares - - - - 749,328 The accompanying notes are an integral part of the financial statements. Page 11 NOTES TO FINANCIAL STATEMENTS NOTE 1:- GENERAL a. S.E.A. Multimedia Ltd. ("the Company") is a public company incorporated in Israel whose shares are traded on the Alternative Investment Market of the Stock Exchange in London ("AIM"). The Company, an electronic publisher of multimedia products, was established in 1993 and commenced operations in 1994. On March 31, 1997, the Company established a wholly-owned subsidiary in Israel - Manna Network Technologies Ltd. b. These financial statements have been prepared as of June 30, 1998 and for the six months and three months then ended. These financial statements should be read in conjunction with the audited annual financial statements of the Company as of December 31, 1997 and their accompanying notes. c. The financial statements of the Company for the year ended December 31, 1997 were audited by other auditors whose report dated March 8, 1998, expressed an unqualified opinion on those statements. Also, the financial statements of the Company for the period ended June 30, 1997 were reviewed by other auditors. The Company has reclassified certain comparative data to conform to the 1998 presentation. d. During the quarter ended June 30, 1998, the Company terminated its activity in the development of computer games. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the audited annual financial statements of the Company as of December 31, 1997, are applied consistently in these financial statements. NOTE 3:- FINANCIAL STATEMENTS IN U.S. DOLLARS The Company's transactions are recorded in new Israeli shekels ("NIS"), however, the majority of the Company's sales are made outside Israel primarily in U.S. dollars, and a substantial portion of the Company's costs are incurred in dollars. Therefore, the Company's management believes that the U.S. dollar is the currency of the primary economic environment in which it operates. Thus the functional and reporting currency for the Company is the U.S. dollar. Page 12 The Company's transactions and balances denominated in U.S. dollars are presented at their original amounts. Non-dollar transactions and balances have been remeasured to U.S. dollars in accordance with Statement No. 52 of the Financial Accounting Standard Board ("FASB"). All gains and losses from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financial income or expenses, as appropriate. The exchange rate of the U.S. dollar in relation to the NIS is as follows: December 31, 1997 - U.S.$1 = NIS 3.536; June 30, 1997 - U.S.$1 = NIS 3.587; June 30, 1998 - U.S.$1 = NIS 3.667. - ----------- Copies of this statement may be obtained from Raphael Zorn Hemsley Limited, Cheapside House, 138 Cheapside, London EC2V 6W END IR FVFFLVVKEBKK
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