Interim Results - Replacement

NewMedia SPARK PLC 30 November 2001 The issuer advises that the following replaces the interim results released today at 07:00 under RNS number 9621N. In the summary of results the loss for the period amounted to £7.3m not as previously stated. All other details remain unchanged, the full amended text appears below. 30th November 2001 NewMedia SPARK plc ('SPARK') Interim Results for the six months to 30 September 2001 Summary of results * Net asset value as at 30 September 2001 amounted to 32p per share (31 March 2001, 42p per share) or 34p per share if the SPARK shares held by GlobalNet had been cancelled at that time * Total net assets at 30 September 2001 of £161.3m (30 September 2000, £ 172.7m) of which £145.8m represents the value of investments (30 September 2000, £120.8m) and £35m of cash (30 September 2000, £39m) * Strategic acquisitions in August 2001 of GlobalNet Financial.com Inc ('GlobalNet'), USA and in September 2001 of Sputz AG, Germany ('Sputz'), with the aim of complementing and strengthening SPARK's existing investment portfolio of companies servicing the financial services sector * Seventy-one portfolio company investments as at 30 September 2001 including the eighteen acquired through GlobalNet and Sputz. Of these, thirteen are publicly quoted and seventeen were subject to independent third party valuation events during the period (six increases and eleven declines) * Loss for the period amounted to £7.3m (30 September 2000, £1.3m) which includes £2.6m of realised losses (30 September 2000, Nil). Unrealised losses in the period due to portfolio write-downs amounted to £35.1m (30 September 2000, £38.6m). Lower central operating costs going forward following headcount reductions * Focus maintained on pan-European early stage investment in technology, media and telecom industries. Increased emphasis on financial services investments during the period but interest in other areas also maintained * Consolidated cash balances expected to increase during the remainder of the financial year due primarily to investment disposals. Three investments were sold profitably since the period end and Sputz is expected to dispose of its stake in the Deutsche Borse (market value of Sputz's stake £19.9m at 30 September 2001). Commenting on the results, Michael Whitaker, Chief Executive Officer of NewMedia SPARK plc said: ' SPARK remains in a fundamentally sound position, however as market conditions for the time being remain difficult we have felt it prudent to implement further portfolio write downs. We are one of the very few quoted companies specialising in venture capital investment in the TMT sector to have emerged from the extremely challenging market conditions of the last eighteen months. We have a strong balance sheet, an extensive and growing investment portfolio with good long term growth potential, and a progressively developing pan-European investment expertise. Although we cannot be certain as to the timing of recovery, we believe that SPARK is well placed to be a major beneficiary of such a recovery when it does come. While we are at times entrepreneurial in our investment approach, as exemplified by our recent acquisitions of GlobalNet and Sputz to add value to our core portfolio, we firmly believe that over the longer term such a pro-active approach has the potential to deliver higher shareholder returns than would a more passive investment stance.' Contacts: Michael Whitaker / Bruno Delacave +44 (0)20 7851 7777 NewMedia SPARK plc Lawerence Dore +44 (0)20 7072 2300 Mantra Overview Market conditions during the six months ended 30 September remained extremely difficult. This was reflected not only in further declines in the main quoted technology indices (for example the FTSE Techmark 100 index declined by 40% during the period), but also in further declines in underlying economic conditions in technology industries world wide. In these conditions, venture capitalists continued to take an extremely cautious view of both new investments and investment valuations. Reflecting this, SPARK has also taken a cautious view of the valuation of its investment portfolio and as at 30 September the Directors have implemented a further £35m of unrealised write-downs to the portfolio. Notwithstanding difficult market conditions, SPARK has continued to develop and extend its core investment portfolio, and we have made significant further investments on attractive terms in a number of our more successful portfolio companies. One of the key differentiators of SPARK from our competitors is our pro-active and entrepreneurial investment approach. We took advantage of opportunities created by weak market conditions during the period as evidenced by the acquisitions, in August and September 2001 respectively, of majority stakes in GlobalNet and Sputz, both of which are fully consolidated in these interim financial statements. GlobalNet and Sputz will further develop and strengthen our substantial interest in companies servicing financial product markets. These acquisitions have added 18 new investment companies to our portfolio; have generated negative goodwill of £12.3m; and offer SPARK significant opportunities to enhance the value of a number of its portfolio investments as well as providing a firm base for our German operations. In addition, through GlobalNet, SPARK has acquired 26.5m of its shown shares which the Directors are seeking shareholder approval to cancel. We have also been active in refinancing and disposing of a number of our portfolio companies. We are pleased that in the period independent third parties have invested in seventeen of our portfolio companies, in addition to the thirteen companies that are publicly quoted. Since the period end we have sold three companies for cash proceeds that exceeded our investment and have announced our intention to dispose of key assets in Sputz, notably the Deutsche Borse stake valued at £19.9m at 30 September 2001. If fully completed, these disposals will significantly increase SPARK's consolidated cash balances. During the period we reduced our central headcount by 35% and postponed our international expansion plans in order to conserve cash and wait for more profitable times to enter those markets. We have also been forced to close five investee companies and valued a further four at nil value as we no longer have confidence in their ability to deliver a return on our investment. This has clearly been a challenging time for SPARK as evidenced by the decline in the period of 23.8% in SPARK's net asset value to 32p per share (or 19% decline to 34p if the shares held by GlobalNet had been cancelled at 30 September 2001). Nevertheless, we remain encouraged by the evidence that a substantial number of our portfolio companies are progressing well which means that SPARK is well placed to benefit from a sustained upturn in due course. GlobalNet GlobalNet represented an opportunity for SPARK to acquire a portfolio of investments in companies providing software and technology platforms for the distribution of financial products, an area of particular interest to SPARK. SPARK already had investments in several of these companies and so knew them well. In August 2001 SPARK made a cash bid for GlobalNet at a total cost of £8.7m. Since 30 September 2001 we have closed or sold all of GlobalNet's operating businesses at a further cost of approximately £2.2m leaving only GlobalNet's underlying portfolio of 9 investments at an effective cost to SPARK of £10.9m. GlobalNet's investments included 26.5 million of SPARK's own shares which, at SPARK's share price on 30 September 2001 are valued at £2.9m, while SPARK's net asset value attributable to these shares is £8.5m. We expect to cancel these shares in due course which will therefore leave SPARK's effective cost for the remaining GlobalNet investment portfolio at £2.4m. Subsequent to 30 September we have sold GlobalNet's stakes in Global Euronet Inc and Investment Funds Direct Holdings Ltd for in excess of £2.4m cash. SPARK has therefore acquired the remaining portfolio assets at minimal cost. These investments include a 24.3% stake in EO plc (fair value of GlobalNet stake at 30 September 2001, £11.8m), a 30% stake in Synaptics Ltd (a leading and profitable supplier of technology to IFA networks, with a fair value for GlobalNet's stake at 30 September 2001 of £3.8m), and substantial stakes in ADVFN plc, Stock Academy Ltd, InsuranceWide Ltd as well as several smaller investments some of which are quoted. GlobalNet has been consolidated with SPARK's financial results as from 31 August 2001. The acquisition has given rise to negative goodwill of £10.4m by reference to the fair values of the underlying net assets at the date of acquisition. We are confident that over time the GlobalNet acquisition will prove to have been commercially and strategically advantageous for SPARK. Sputz AG On 30 September 2001 SPARK completed the acquisition of a 53.8% controlling stake in Sputz (SPZ), a quoted German financial services business. Sputz is fully consolidated in SPARK's results as from that date. SPARK acquired 26.4% of Sputz under a revocable contract at a cost of up to £11.8m and the remainder in the public market via a cash tender offer. The transaction, whose cash cost will total £19.9m when completed, will give rise to negative goodwill in the consolidated financial statements of SPARK of £1.9m by reference to the fair values of the underlying net assets of Sputz at the date of acquisition. Sputz has holdings in 9 companies which include a stake of 0.8% in the quoted company Deutsche Borse, valued at 30 September 2001 at £19.9m. It also owns an 11.4% stake in Tullet & Tokyo Liberty PLC, a leading and highly profitable international inter-dealer broker. Sputz is seeking shareholder approval to sell either or both of these investments in order to provide funds for the development of its core businesses. Sputz's core businesses include warrants and derivatives broking, (where it is the leading specialist in such products on both the Frankfurt and Berlin Stock Exchanges), swaps and commercial deposit broking based in Dusseldorf, as well as equities broking. It also operates an investment business with minority stakes in several technology and financial services companies. SPARK believes that there is considerable synergy between Sputz's activities and several of SPARK's investments in technology companies serving financial markets. Since acquiring control, Sputz and EO plc have begun to collaborate on the distribution of specialised financial products in Germany and this could be significantly profitable for both businesses. Sputz has also launched an electronic trading interface for its warrants business in conjunction with the Berlin Stock Exchange which it is expected will significantly increase revenues in this area. Sputz will also provide a firm foundation from which to expand SPARK's core VC activities in Germany. Subsequent to SPARK's acquisition of a controlling stake, Sputz has appointed Norbert Wenniger as CEO. Mr. Wenniger has extensive experience in managing both conventional broking and on-line financial technology platform businesses. He has held senior management positions at Commerzbank and was a founder of More.de, a leading German on-line financial business. Sputz's underlying trading activities are currently breaking even despite weak market conditions and SPARK sees good potential for future growth. Through closer contacts with SPARK's own investee companies providing technology solutions for financial products, SPARK hopes to benefit both Sputz and those investee businesses. We believe that on-line and technology solutions for financial products work best in conjunction with established off-line financial services businesses. Sputz represents an ideal platform from which to develop such activities particularly as the broadband Internet penetration in Germany is higher than in any other European country, as is the usage of on-line broking. The Sputz acquisition is a complex one, and its consolidation into the interim financial statements makes comparisons with prior periods difficult. We are confident of the potential value which the Sputz acquisition will generate for SPARK. Investment Portfolio We remain a pro-active investor and are closely involved with our investee companies on a day-to-day basis. Our experience has shown that, over the longer term, investment returns are likely to be higher as a result of a more active approach. In view of our close involvement, we are well placed to assess the value of SPARK's investment portfolio. Portfolio investments are held in our books at cost unless worsening trading conditions or independent third party events require us to write-down the investment below its cash value. Investments' valuations are only increased where an independent third party valuation event warrants it or where the publicly quoted price of a company is higher. In view of the extremely difficult market conditions and a worsening general commercial environment, we wrote down the value of our portfolio including both realised and unrealised adjustments by a net £37.7m during the six-month period to 30 September 2001. Of these adjustments, thirteen companies were publicly quoted and seventeen valuations were due to independent third party events (six being increases and eleven declines). At 30 September 2001, our portfolio of seventy one companies (including those acquired through GlobalNet and Sputz) was valued in our balance sheet at £145.8m. The decline in our net asset value per share during the period is disappointing but in the light of prevailing conditions we are satisfied that our investments are valued on a realistic and prudent basis. A substantial number of the portfolio companies continue to make strong progress despite difficult market conditions. In certain cases we have been able to take advantage of weak market conditions to substantially increase our stake in such businesses on advantageous terms or to assist them in gaining extra market share. Some of our more successful established businesses include eTV Broadcasting AB, Pricerunner, Footfall, EO, Rok Communications and Synaptics. These are emerging as real players in potentially very large markets. Others such as MergerMarket, 4th Contact, 180 Software, Aspex, and Intelligent Apps are still relatively small in terms of their value on our balance sheet but are making good progress and demonstrate significant promise for the future. A high failure rate is in the nature of early stage venture capital investment and it usually takes five years or more for the full returns on a portfolio to emerge. SPARK is often required to take strong action in order to defend investment values including substantial rationalisation, sale or possibly closure of businesses. During the period, for example, we have curtailed further development of our joint venture with the Olympic Group and have resigned from the Board of the joint venture company. We have nevertheless secured ownership of 21% of the most promising of the joint venture companies, Rok Communications Limited, which, together with independent third party investors, we are assisting financially and strategically. We remain confident that our portfolio contains a number of companies with the potential to achieve exceptionally high investment returns over the medium to long term as is normal in early stage venture capital. In the shorter term we aim to realise a number of liquid investments (eg Deutsche Borse) in order to generate additional near term cash resources. Operations During the period we substantially reduced SPARK's central operating costs in order to conserve cash and maximise the efficiency of our operational resources. This involved a deferral of expansion plans in India and Spain as well as headcount reductions in London, Stockholm and Berlin. The overall effect has been to take our total headcount down by 35% to thirty five full-time employees (31 March 2001, fifty five). The timing of this rationalisation meant that the financial benefit has not shown through in reduced central cost during the period under review, but going forward we estimate that our annualised central costs will be £4.5 million per annum, compared with over £7 million per annum previously. We would like to thank all our staff for their continuing commitment and dedication during such testing times. Net Current Assets During the period the consolidated cash at bank decreased by £41.5m to £35m as at 30 September 2001 (31 March 2001, £76.6m). £22.3m was applied to SPARK's existing portfolio including a new investment in 4th Contact and further purchases of EO following the Internet Indirect transaction. A further £15.6m was used for the purchase of GlobalNet and Sputz. SPARK expects the cash position to improve through disposals of investments, such as the shares held in the Deutsche Borse valued at £19.9m at 30 September 2001. The consolidated current assets, excluding cash, increased in the period by £12.1m to £17.4m as at 30 September 2001 (31 March 2001, £5.3m) due to £9m of balances receivable from Sputz's trading partners and the reclassification of £3m to current assets of SPARK's own shares which are currently held by GlobalNet that SPARK intends cancel. The consolidated creditors increased in the period by £23m to £24.5m as at 30 September 2001 (31 March 2001, £1.5m). Of the increase, £13m is attributable to the outstanding purchase consideration on the acquisitions of GlobalNet and Sputz and £9.4m is attributable to creditors and accruals of these businesses. Board changes During the six-month period to 30 September 2001 Tom Hodgson resigned as a Non-Executive Director and Tony Sarin resigned as an Executive Director to be immediately re-appointed as a Non-Executive Director. We would like to thank Tom Hodgson for his contributions to SPARK. Proposed capital changes We intend to call an EGM to propose that SPARK be allowed to seek the cancellation of 26.5m of its own shares held as a result of the acquisition of GlobalNet. Outlook The valuations of publicly quoted technology companies have recovered somewhat since 30 September 2001. Several of our portfolio companies have also recently signed significant new contracts, and since the half-year end we have been able to profitably dispose of three of our portfolio investments for cash. Although these developments are encouraging, underlying market conditions remain fragile, difficult and uncertain. In the short term we therefore intend to take a cautious view on new investments and will maintain tight control on costs until the timing of any sustained recovery becomes clearer. In particular, we intend to maintain our central cash balances at substantial levels, and will only accelerate our rate of investment when we prove able to make cash disposals from which such further investments can prudently be funded. Michael Whitaker 30 November 2001 Consolidated Profit and Loss Account Six months Six months Year to to to Interim Report to 30 September 2001 30 September 30 September 31 March 2001 2000 2000 £'000 £'000 £'000 Unaudited Unaudited Audited Staff Costs (2,706) (1,274) (2,941) Administrative and other expenses (2,396) (1,338) (4,218) Goodwill amortisation (1,847) - (2,158) Administrative expenses (6,949) (2,612) (9,317) Other operating income 665 422 857 Operating loss (6,284) (2,190) (8,460) Loss on disposal of fixed asset - - - investments Interest receivable and similar income 1,574 805 3,059 Interest payable and similar charges - - - Amount written off investments (2,594) - (40,851) Loss on ordinary activities before (7,304) (1,385) (46,252) taxation Tax on loss on ordinary activities (115) - (15) Loss on ordinary activities after (7,419) (1,385) (46,267) taxation Equity minority interests 169 113 263 Retained loss for the period (7,250) (1,272) (46,004) Losses per ordinary share (1.52p) (0.53p) (13.48p) Diluted losses per ordinary share (4.25p) (0.47p) (15.76p) Consolidated Statement of Total Six months Six months Year to to to Recognised Gains and Losses 30 September 30 September 31 March Interim Report to 30 September 2001 2001 2000 2000 £'000 £'000 £'000 Unaudited Unaudited Audited Loss for the financial period (7,250) (1,272) (46,004) Unrealised loss on financial fixed (35,110) (38,649) (32,873) assets Minority interest share of unrealised loss on investments - - 6,007 Unrealised exchange differences (4,321) (432) (7,444) Total recognised losses relating to the period (46,681) (40,353) (80,314) Consolidated Balance Sheet Six months Six months Year to to to Interim Report to 30 September 2001 30 September 30 September 31 March 2001 2000 2000 £'000 £'000 £'000 Unaudited Unaudited Audited Fixed assets Goodwill 15,076 14,694 16,999 Negative goodwill (12,926) (774) (718) Intangible assets 2,150 13,920 16,281 Tangible assets 3,224 1,114 1,440 Investments 145,761 120,775 109,731 151,135 135,809 127,452 Current assets Debtors 14,450 3,109 5,349 Other investments 2,987 - - Cash at bank and in hand 35,045 39,022 76,568 52,482 42,131 81,917 Creditors: amounts falling due within one year (24,486) (2,390) (1,541) Net current assets 27,996 39,741 80,376 Total assets less current 179,131 175,550 207,828 liabilities Equity minority interest (18,127) (2,862) (144) Net assets 161,004 172,688 207,684 Capital and Reserves Called up share capital 12,459 7,984 12,459 Capital reserve 8,391 2,428 8,391 Share premium account 247,116 182,594 247,113 Shares to be issued - - - Revaluation reserve (43,323) (20,585) (8,802) Profit and loss account (63,639) 267 (51,477) Equity shareholders' funds 161,004 172,688 207,684 Net Asset Value per share 32.3p 53.7p 41.7p Number '000 Number '000 Number '000 Ordinary shares in issue 498,373 321,300 498,373 Consolidated Cash Flow Statement Six months Six months Year to to to Interim Report to 30 September 2001 30 September 30 September 31 March 2001 2000 2000 £'000 £'000 £'000 Unaudited Unaudited Audited Net cash inflow / (outflow) from operating activities (6,320) 111 (13,379) Return in investments and servicing of finance Interest received 1,574 805 3,059 Interest paid - - - Net cash inflow / (outflow) from returns on investments and servicing of finance 1,574 805 3,059 Taxation UK Corporation tax paid - - (982) Overseas tax paid - - (27) Net cash outflow from taxation - - (1,009) Capital expenditure and financial investment Payments to acquire tangible fixed (489) (676) (945) assets Payments to acquire investments (22,304) (16,887) (30,964) Receipts from sales of investments 75 - 467 Net cash inflow / (outflow) from investing activities (22,718) (17,563) (31,442) Acquisitions and disposals Purchase of subsidiary undertakings (15,603) (2,000) (10,465) Purchase of minority interest - - (3,446) Net cash acquired with subsidiaries 1,544 24,138 99,719 Net cash inflow / (outflow) from acquisitions and disposals (14,059) 22,138 85,808 Net cash inflow / (outflow) before financing (41,523) 5,491 43,037 Financing Issue of ordinary share capital - - - Expenses paid in connection with share issues - - - Net cash inflow from financing - - - (Decrease) / increase in cash in the (41,523) 5,491 43,037 period Notes to the Interim Report to 30 September 2001 1. The information relating to the six month periods ended 30 September 2001 and 30 September 2000 is unaudited. The information relating to the period ended 31 March 2001 is extracted from the audited accounts of the Company which have been filed at Companies House and on which the auditors issued an unqualified opinion. 2. The above financial information does not constitute statutory accounts within the meaning of Section 240 Companies Act 1985. 3. Loss per share is based on the weighted average number of shares in issue during the six months ended 30 September 2001 of 478,105,543 (31 March 2001: 341,220,000). The diluted loss per share is based on the weighted average number of shares in issue during the six months ended 30 September 2001 of 170,688,917 (31 March 2001: 291,987,000)
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