Preliminary Results

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 MRVMLGFZM
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