RNS Number:5523O
NewMedia SPARK PLC
12 August 2003
NewMedia SPARK plc
Preliminary Announcement of Annual Results for the year ended 31 March 2003
NewMedia SPARK plc today announces preliminary results for the year ended 31
March 2003.
Business and financial highlights:
* SPARK's net asset value at 31st March 2003 was 12.4p per share,
compared with 13.0p as at 31st March 2002.
* Consolidated cash balances have risen to #52.0 million from
#41.8million a year earlier, thanks mainly to the successful sale of
Tullets.
* Approximately #46m of SPARK's consolidated cash balances are held
within SPARK's 70% owned German subsidiary, Spuetz AG, giving rise to
cash balances attributable to SPARK shareholders at 31st March 2003 of
#38.2m, or 8.1p per share.
* SPARK's investment portfolio had a book valuation of #23.8million at
31st March 2003. The Board believes this is a conservative valuation
and that, over time, the portfolio has the potential to generate a
substantial return to shareholders from current levels.
* Our most significant portfolio companies are becoming well established
in their sectors, with several profitable, even though exits remain
difficult.
* Overheads reduced significantly; group staff down to 11 from 131 at
its peak in 2001. London central overheads sharply reduced and most
Spuetz operations closed down or sold.
* Property management contract signed with Corpnex with expectations
that SPARK will be able to recoup a significant proportion of its
rental payments over time by making space available as serviced
offices.
* Share buy backs remain a strategic aim but are not yet possible due to
the current need firstly, to provide in full for the remaining period
of the lease costs and secondly, to repatriate cash to London from
Spuetz.
* SPARK has a strong balance sheet with a sizeable and maturing
investment portfolio and in an improving technology market, we are
cautiously optimistic.
For further information:
NewMedia SPARK plc 020 7851 7777
Mike Whitaker, Chief Executive Officer
Chief Executive Officer's report
SPARK's stated net asset value at 31st March 2003 was 12.4p per share, compared
with 13.0p as at 31st March 2002. Consolidated cash balances have risen to
#52.0m from #41.8m a year earlier, largely due to the disposal of SPARK's
shareholding in Tullet plc (Tullets) during the year. Approximately #46m of
SPARK's consolidated cash balances are held within SPARK's 70% owned German
subsidiary Spuetz AG (Spuetz). After allowing for minority interests in this
cash, the cash balances attributable to SPARK shareholders as at 31st March 2003
were approximately #38.2m, or 8.1p per share. In addition, as at 31st March 2003
SPARK's investment portfolio had a book valuation of #23.8m.
As reported in our interim statement, SPARK's Board believes that our investment
portfolio is now carried in our books at conservative valuations and has
significant potential for capital appreciation. The portfolio comprises
investments in over 40 companies. Following limited further investment during
the year, we now have substantial equity stakes in a number of companies that
are progressively emerging as significant players in their areas of operation.
Examples include Aspex Technology (14% plus debt conversion), Synaptics (38%),
Footfall (17%), Mergermarket (35%), Pricerunner (41%), DX3 (80%), Firebox (29%),
WCL (32%), Kobalt Music Group (effective 45%) and Intelligent Apps (17%). All of
these companies are revenue generating with strong growth potential, and several
are now profitable. We believe that, over time, this portfolio has the potential
to generate a substantial return to our shareholders from current levels.
We would caution, however, that the timing of any increases in book valuation
cannot be predicted with certainty. We do not revalue our investment holdings
upwards unless a third party valuation event justifies such an upward
revaluation. Profitable companies often do not require further funding from
third parties, and therefore in several cases an upward revaluation in our books
may only occur on a flotation or sale of the relevant investment. Having
weathered the extended technology downturn, we are obviously reluctant to sell
our most successful investments in trade sales near the bottom of the cycle
simply to "prove" valuations, even if that were possible. We are however open to
the possibility of flotations and are keeping a close eye on the state of the
new issue market.
SPARK has spent much of the past twelve months further slimming down our own
central operations in order to minimize costs. We have also worked to preserve
and enhance our cash resources, believing that our investors would prefer this
rather than our embarking on a further round of investment in new companies
before a successful outcome to some of our previous investments can conclusively
be demonstrated. We have been successful over the period in increasing
consolidated cash balances from #41.8m to #52.0m, largely due to the disposal
earlier this year of our stake in Tullets plc.
Our investment portfolio is now maturing, and therefore requires less central
overhead to manage it. Similarly, the decline in new investment activity has
also reduced the overall workload. In consequence, we have since the 31st March
financial year-end embarked on a further round of central overhead reduction.
This will result in UK executive staff being reduced to seven people, plus three
in Germany - by contrast, in October 2001, at the peak of the head-count number,
SPARK employed 32 staff in the UK, 86 in Germany and 13 in other overseas
offices. When fully implemented this latest reduction in headcount will result
in the SPARK group's operating costs, excluding property costs, falling to less
than #1.5m per annum. As part of this significant re-organisation Bruno
Delacave, Finance Director, and Susanna Freeman, Company Secretary, will be
leaving us, two other executives will be part-time, the management of the
property and I.T. services has been outsourced and so SPARK's property
management and I.T. staff are leaving. We thank them for their valuable
contribution and for their hard work during the difficult period of
re-organisation which we have been through.
The substantial level of operating costs shown on the face of the profit and
loss account for the year ended March 2003 is not indicative of the true ongoing
position. It includes the operating costs of our German broking operations which
were in large part sold or discontinued during the year as part of the
rationalisation of Spuetz's business following our acquisition of a controlling
stake in Spuetz. It also includes substantial redundancy and re-organisation
costs, bonuses payable related directly to the highly cash generative and
profitable disposal of our stake in Tullets plc and substantial one-off legal
fees.
As stated in our interim announcement we had already provided in full for the
costs of defending a number of legal actions brought against SPARK. These legal
actions have in the main related to our contested takeovers of GlobalNet
Financial Inc. and Spuetz and we have viewed them as essentially spurious, but
regrettably an all too common successor to contested takeover in today's
litigious world. Events have borne this view out, and we are happy to report
that the majority of cases have now either been dismissed or settled in our
favour and our costs have been within the provisions already made. It remains
our firm view that no significant liability will emerge from the few remaining
cases which we are, as a matter of principle, continuing to defend.
As referred to in our interim statement, our lease at Glasshouse Street has been
a major problem which we have needed to resolve. As a result of the substantial
reductions in the scale of our operations this property has become far too big
for us. The lease has eleven years to run at a cost of over #1m per annum, and
whilst our rental at #39 per square foot is not out of line with passing rentals
in the Soho area it has proved difficult to sub-let the whole space on
financially acceptable terms, despite strenuous efforts. Consequently, we have
now signed an agreement with Corpnex to turn the space into a serviced office
business. Under this agreement SPARK will remain liable for the rental cost of
the property, but we believe that this solution gives us the potential to recoup
a substantial proportion of our rental payments over time and is preferable to
immediately surrendering the lease at substantial penalty. We will report on the
progress of this venture in future statements.
Shareholders will recall that we indicated in our interim statement our desire
to put SPARK in a position where it could begin buy-backs of its own shares,
possibly on a substantial scale, and this remains a strategic objective of the
Board. The need to provide in full for the remaining period of the lease costs
at Glasshouse Street was one obstacle to implementing such a policy. The
agreement signed with Corpnex will not immediately overcome this obstacle, but
if it proves successful then in time we should no longer need to provide in full
for the remaining period of the lease before being able to institute a capital
re-organisation and buy-backs. However the largest obstacle to implementing a
buy-back policy remains the fact that the majority of our cash reserves are held
within our 70% owned German subsidiary, Spuetz AG. Until these funds are
repatriated to the UK, or until we take full ownership of Spuetz, we are unable
to use these funds to finance central share buy-backs. During the last six
months we have examined a large number of potential ways to overcome this
obstacle, but to date we have been unable to find a solution that quickly
returns the funds in full and does not involve unacceptable degrees of value
"leakage" from SPARK shareholders' point of view. Spuetz is now essentially a
quoted cash shell, and the corporate legal climate in Germany can often make it
difficult to distribute cash from such shells in the short term without falling
foul of delaying actions from minority shareholder activists. This is a common
problem in Germany, and we continue to make strenuous efforts to overcome it and
are now hopeful that in due course it should prove possible to implement at
least a partial solution to this problem. However we have not been prepared to
countenance short-term solutions that would have involved unacceptable dilution
in our attributable share of Spuetz's cash and other assets. It is regrettable
that this has delayed our ability to implement share buy-backs in the UK at what
could in due course prove advantageous price levels, but we believe that it has
been in our shareholders' longer-term interests to maximize the value of our
holdings in Spuetz even at the cost of deferring such buy-backs.
Given the discount at which SPARK shares currently trade in relation to our
stated net asset value per share, we remain open to any proposals which would
release value for our shareholders. To this end, we held extended takeover
discussions with Collins Stewart during the year. However, this did not result
in an offer for the company at a level which we would have felt able to
recommend to shareholders, particularly in the light of our view that our
investment portfolio has significant potential for value increases from its
current book level.
Looking to the future, the public markets in technology companies have shown
notable improvements in recent months. This has not yet been fully reflected in
conditions in the private equity market, where investors remain cautious of
early stage technology companies and valuations remain subdued. It seems
unlikely that there will be a sudden return to boom conditions and indeed
certain public company valuations may have run ahead of themselves for the time
being. Nevertheless, we perceive a growing realisation amongst investors that
just as the bubble conditions of three years ago were unsustainable, so also the
extreme pessimism towards technology companies which followed the collapse of
that bubble may have been overdone. The tightness of funding conditions during
the past three years has meant that those early stage technology companies which
have survived and prospered during this period have tended to be fundamentally
sound businesses. A number now find themselves in a relatively strong position,
profitable and operating in emerging markets with fairly limited competition.
This is certainly the case for several of SPARK's portfolio investments.
Surviving the unprecedented downturn of the last three years has been
challenging. In common with other investors we have made mistakes, have suffered
substantial portfolio write downs and have had to incur major costs in reducing
the scale of our operations. Nevertheless, SPARK has emerged from the downturn
with a strong balance sheet intact and with a sizeable and maturing investment
portfolio which has the potential for substantial growth over time. We cannot be
certain of the timing, but remain cautiously optimistic that the patience of our
shareholders will be rewarded in due course.
Michael Whitaker
11 August 2003
Consolidated Statement of Total Recognised Gains and Losses
year ended 31 March 2003
Year ended Year ended
31 March 2003 31 March 2002
#'000 #'000
Unaudited Audited
Loss for the year (9,030) (104,248)
Unrealised loss on investments (4,560) (48,570)
Previously unrealised losses on investments now deemed permanent 7,704 10,036
Deemed remuneration on transfer of founder warrants - 119
Exchange differences 2,850 (457)
Total recognised gains and losses relating to the year (3,036) (143,120)
Reconciliation of Movements in Consolidated Shareholders' Funds
year ended 31 March 2003
Year ended Year ended
31 March 2003 31 March 2002
#'000 #'000
Unaudited Audited
Loss for the year (9,030) (104,248)
Other recognised gains / (losses) for the year 5,994 (38,872)
Cancellation of shares - (2,987)
Proceeds of issue of shares - 4
Net reduction to shareholders' funds (3,036) (146,103)
Opening shareholders' funds 61,581 207,684
Closing shareholders' funds 58,545 61,581
Consolidated Profit & Loss Account
year ended 31 March 2003
Year ended Year ended
31 March 2003 31 March 2002
#'000 #'000
Unaudited Audited
Turnover 1,295 3,008
Administrative expenses:
- Salaries and other staff costs 8,361 8,537
- Administrative and operating costs 8,170 6,995
- Amortisation of positive goodwill 1,338 15,661
- Amortisation of negative goodwill (5,221) (10,007)
- Depreciation 915 967
- Other costs 2,695 3,551
Total administrative expenses 16,258 25,704
Other operating income 650 1,143
Operating loss (14,313) (21,553)
Gain / (loss) on investments 3,943 (85,859)
Net interest receivable and similar income 1,284 2,408
Loss on ordinary activities before taxation (9,086) (105,004)
Tax credit / (charge) on loss on ordinary activities 330 (1,090)
Loss on ordinary activities after taxation (8,756) (106,094)
Equity minority interests (274) 1,846
Retained loss for the year (9,030) (104,248)
Loss per ordinary share (1.96p) (22.32p)
Diluted loss per ordinary share (1.96p) (22.32p)
Consolidated Balance Sheet
as at 31 March 2003
2003 2002
#'000 #'000
Unaudited Audited
Fixed Assets
Intangible assets
- Positive goodwill - 1,338
- Negative goodwill - (4,044)
Tangible assets 1,372 2,442
Investments 25,408 38,816
26,780 38,552
Current Assets
Debtors 3,930 8,696
Current asset investments - 988
Cash at bank and in hand 51,989 41,782
55,919 51,466
Creditors: amounts falling due within one year (7,260) (10,160)
Net current assets 48,659 41,306
Total assets less current liabilities 75,439 79,858
Provisions for liabilities and charges (3,660) (3,684)
Equity minority interests (13,234) (14,593)
Net Assets 58,545 61,581
Capital and reserves
Called up share capital 11,799 11,799
Share premium account 183,365 183,365
Revaluation reserve (44,192) (47,336)
Capital reserve 8,391 8,391
Profit and loss account (100,818) (94,638)
Equity shareholders' funds 58,545 61,581
Consolidated Cash Flow Statement
year ended 31 March 2003
Year ended Year ended
31 March 2003 31 March 2002
#'000 #'000
Unaudited Audited
Net cash outflow from operating activities (12,693) (9,369)
Returns on investments and servicing of finance
Interest received 1,284 2,408
Net cash inflow from returns on investments and servicing of
finance 1,284 2,408
Taxation
UK Corporation Tax recovered / (paid) 118 (93)
Net cash inflow / (outflow) from taxation 118 (93)
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (68) (905)
Receipts from disposal of tangible fixed assets 264 -
Payments to acquire investments (8,347) (27,688)
Receipts from sales of investments 28,351 27,723
Net cash inflow / (outflow) from investing activities 20,200 (870)
Acquisitions and disposals
Purchase of subsidiary undertakings - (28,412)
Sale of subsidiary undertakings 3,517 -
Purchase of minority interest (2,645) -
Net cash (sold) / acquired with subsidiaries (2,901) 1,550
Net cash outflow from acquisitions and disposals (2,029) (26,862)
Net cash inflow / (outflow) in the year 6,880 (34,786)
Net cash inflow / (outflow) in the year 6,880 (34,786)
Foreign exchange differences 3,327 -
Increase / (decrease) in cash in the year 10,207 (34,786)
Note
The financial information set out in the announcement does not constitute the
company's statutory accounts for the years ended 31 March 2003 and 2002. The
financial information for the year ended 31 March 2002 is derived from the
statutory accounts for that year which have been delivered to the Registrar of
Companies. The auditors reported on those accounts; their report was
unqualified and did not contain a statement under s237(2) or (3) Companies Act
1985. The statutory accounts for the year ended 31 March 2003 will be finalised
on the basis of the financial information presented by the directors in this
preliminary announcement and will be delivered to the Registrar of Companies
following the company's annual general meeting.
This announcement is prepared on the basis of the accounting policies as stated
in the statutory accounts for the year ended 31 March 2002, without exception.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ZGGMRVMLGFZM