Interim Results

NewMedia SPARK PLC 17 February 2003 17 February 2003 NewMedia SPARK plc ('SPARK') Interim Results for the six months to 30 September 2002 Overview Shareholders will recall that SPARK was unable to release its complete interim statement, including financial information, before the end of December as a result of the uncertainty surrounding the valuation of Spuetz's stake in Tullett plc ('Tullett'). Following the announcement of the offer by Collins Stewart Holdings plc ('Collins Stewart') to acquire the entire issued capital of Tullett, this uncertainty has been removed. SPARK's net asset value per share has risen slightly from 13.0p to 13.4p in the six month period ended 30 September 2002. Equity markets worldwide remained weak over this period, but the negative impact of this on SPARK's investment portfolio was more than offset by an increase in the value of SPARK's 11% shareholding in Tullett which is held through SPARK's 70% owned subsidiary Spuetz AG. Following the agreed takeover offer for Tullett from Collins Stewart, this has been re-valued in SPARK's balance sheet at £23.3 million, up from £7.3 million. Spuetz has retained the right to choose either Collins Stewart shares or a mixture of Collins Stewart shares and cash in consideration for its Tullett shares. We are monitoring the situation closely with a view to maximising the disposal proceeds. At the time of writing, the 'all share' option under the offer values Spuetz's Tullett stake at approximately £24.5 million, rather than the £23.3 million mentioned above. Excluding Tullett, the balance of SPARK's investment portfolio now comprises investments in over 50 companies with an aggregate book value of £28.0 million. The book value of these investments has fallen somewhat over the period. However the fall has been far less dramatic than in previous periods and largely reflects further falls in the quoted element of the portfolio, which now has an aggregate book value of £1.4 million. On balance, SPARK's unquoted investments have performed resiliently over the period, and it is notable that several have now reached or are approaching cash flow break-even and profitability. We regard the recent performance of our unquoted investment portfolio as broadly in accordance with the pattern that might be expected from an unquoted technology investment portfolio at this stage of development. The portfolio is now some three years old, and initially predominantly comprised high-risk investments in early stage technology companies. The expected high early failure rate has been exacerbated by extremely weak markets and in recent years we have had to take very substantial write downs within the portfolio. However the more successful investments are now beginning to emerge, and we believe that their potential for capital appreciation in the coming years is significant. We have taken the opportunity of weak markets to invest further limited amounts in several of our most successful portfolio companies on advantageous terms, and now hold majority or very substantial minority stakes in those portfolio companies with the greatest potential. It should be noted that the short term effect of these follow on investments has often been to cause a further write down in the book value of those investments, as we value the entire holding down to the lowest price at which we have invested. In addition to the investment portfolio, SPARK's consolidated cash balances as at 30 September 2002 were £31.4 million. Cash balances reduced during the period due to further market purchases of shares in Spuetz AG at a cost of £3.0 million (taking our stake to 70%), further investments in the portfolio of £5.3 million and expenditure in rationalising or closing our own operating activities (particularly within Spuetz AG) of £2.5 million. We continue to take a cautious approach to new investments, and consequently cash balances as at the end of December were approximately unchanged on the 30 September figure. On the face of the profit and loss account, administrative expenses during the period appear extremely high at £10.5 million for the period. However this is not a meaningful indicator of the ongoing overhead position as it includes the following: i) all operating costs incurred during the period for Spuetz's substantial brokerage business; ii) substantial costs incurred in rationalising or disposing of Spuetz's operating activities; iii) the costs of rationalising SPARK's own operating activities; and iv) the write off of goodwill arising on acquisitions. The closure and disposal of Spuetz's operating activities is now nearing completion, with the sale of Spuetz's remaining brokerage having closed last week. Following this disposal, Spuetz employs just two members of staff. In aggregate, SPARK paid approximately €35.6 million for its controlling 70% Spuetz stake. Following the uplift in the value of Spuetz's shareholding in Tullett, the SPARK attributable share of Spuetz's net asset value is approximately €45.0m. We therefore regard the original decision by SPARK to invest in Spuetz as having been justified, notwithstanding the considerable management time it has absorbed during the last eighteen months and the complexity which it has introduced into the presentation of our consolidated financial figures over that period. Following the completion of the rationalisation of Spuetz, and the further reductions in SPARK's own administrative expenses implemented last year, SPARK's administrative expenses are now running at approximately £2 million per annum, before any benefits recouped through the offset of property costs. We stated at the time of our last full year announcement that in the light of weak market conditions and extremely poor investor sentiment towards technology investment, SPARK would examine the possibility of returning surplus cash to shareholders, and would also give consideration to any corporate action which it believes to be in the interests of its shareholders. This remains the position of the SPARK Board. In particular, given the present low level of SPARK's share price in relation to its stated net asset value, our preferred method of utilising surplus cash would be via share buy-backs, possibly on a very substantial scale. However, shareholders should be aware that before we can implement such a policy there are several technical obstacles that will have to be overcome, most notably: (i) It will be necessary to seek Court approval to eradicate the deficit on SPARK's profit and loss account. At present, in order to obtain this it will be necessary first to maintain sufficient UK cash balances to provide in full for a number of liabilities both contingent and definite including the remaining eleven years of our lease at 33 Glasshouse Street. As the lease cost is over £1m p.a., this requirement would at present leave SPARK with no surplus UK cash which it could utilise in share buy-backs. (ii) The majority of the SPARK Group's cash balances are now held within its 70% owned German subsidiary Spuetz AG. Unless distributed, these cannot be used by SPARK for purchases of its own shares. We are presently examining ways in which these obstacles could most effectively be overcome, and in particular we have been making strenuous efforts to dispose of our lease interest in our Head Office in Glasshouse Street. Our rental payments are broadly in line with present market rates, but we have not as yet been able to dispose of the lease on terms that we are prepared to accept. In the face of the above obstacles to implementing a share buy-back policy (which we continue to work to overcome), we have looked at other possible ways of releasing shareholder value in the short term. In particular we have entered into takeover discussions with Collins Stewart as publicly announced. Following initial due diligence, Collins Stewart has stated that it intends to examine in detail the possibility of making an offer for SPARK once its takeover of Tullett is completed. Our position is that we will carefully consider any potential takeover offer for SPARK in relation both to the value that could be released by alternative methods and also taking account of the wishes of our shareholders. Whilst pursuing the above initiatives, we are of course also cognisant of the need to preserve and enhance the value of our core investment portfolio. The stock market continues to place little implicit value on this, but we remain of the view that, having taken very substantial write downs, the core portfolio has significant potential for capital appreciation in due course, particularly if markets should recover. We are however aware that all shareholders do not necessarily share this view. Finally, the SPARK Group has during the past two years been the subject of several unwelcome lawsuits. It is our view that in all cases these have been without merit and have essentially represented attempts to extract cash from a cash rich company. As a matter of policy we have strenuously resisted all such lawsuits and have provided in full for the substantial costs of doing so. It remains our view that no material liability will arise to SPARK as a result of any law suit to which SPARK is presently a party, and indeed recent events under which several cases have either been dismissed or settled in our favour corroborate this view. Michael Whitaker 17 February 2003 Consolidated Profit and Loss Account Six months to Six months to Year to Interim Report to 30 September 2002 30-Sep 30-Sep 31-Mar 2002 2001 2002 £'000 £'000 £'000 Unaudited Unaudited Audited Turnover 1,392 - 3,008 Administrative expenses Salaries and other staff costs (3,768) (2,706) (8,537) Administrative and operating costs (3,671) (1,348) (6,995) Amortisation of positive goodwill (1,340) (1,925) (15,661) Amortisation of negative goodwill 1,072 78 10,007 Depreciation (462) (173) (967) Other costs (2,350) (875) (3,551) Total administrative expenses (10,519) (6,949) (25,704) Other operating income 478 665 1,143 Operating loss (8,649) (6,284) (21,553) Amounts written off investments (9,932) (2,594) (85,859) Interest receivable and similar income 692 1,574 2,408 Loss on ordinary activities before taxation (17,889) (7,304) (105,004) Tax credit/ (charge) on loss on ordinary activities 928 (115) (1,090) Loss on ordinary activities after taxation (16,961) (7,419) (106,094) Equity minority interests 1,647 169 1,846 Retained loss for the period (15,314) (7,250) (104,248) Losses per ordinary share (3.24p) (1.52p) (22.32p) Diluted losses per ordinary share (3.24p) (1.52p) (22.32p) Consolidated Statement of Total Recognised Six months to Six months to Year to Gains and Losses 30-Sep 30-Sep 31-Mar Interim Report to 30 September 2002 2002 2001 2002 £'000 £'000 £'000 Unaudited Unaudited Audited Loss for the financial period (15,314) (7,250) (104,248) Unrealised gain /(loss) on investments 14,690 (35,110) (48,570) Previously unrealised losses now deemed permanent 6,455 10,036 Deemed remuneration on transfer of founder warrants - 119 Minority interest share of unrealised gain on (4,722) investments Unrealised exchange differences 611 (4,321) (457) Total recognised gains/(losses) in the period 1,720 (46,681) (143,120) Consolidated Balance Sheet 30-Sep 30-Sep 31-Mar Interim Report to 30 September 2002 2002 2001 2002 £'000 £'000 £'000 Unaudited Unaudited Audited Fixed assets Goodwill - 15,076 1,338 Negative goodwill (4,136) (12,926) (4,044) Intangible assets (4,136) 2,150 (2,706) Tangible assets 2,015 3,224 2,442 Investments 53,297 145,761 38,816 51,176 151,135 38,552 Current assets Debtors 4,312 14,450 8,696 Other investments - 2,987 988 Cash at bank and in hand 31,374 35,045 41,782 35,686 52,482 51,466 Creditors: amounts falling due within one year (5,147) (24,486) (10,160) Net current assets 30,539 27,996 41,306 Total assets less current liabilities 81,715 179,131 79,858 Provision for liabilities and charges (3,870) (3,684) Equity minority interest (14,544) (18,127) (14,593) Net assets 63,301 161,004 61,581 Capital and reserves Called up share capital 11,799 12,459 11,799 Capital reserve 8,391 8,391 8,391 Share premium account 183,365 247,116 183,365 Revaluation reserve (30,913) (43,323) (47,336) Profit and loss account (109,341) (63,639) (94,638) Equity shareholders funds 63,301 161,004 61,581 Net Asset Value per share 13.4p 32.3p 13.0p Number '000 Number '000 Number '000 Ordinary shares in issue 471,978 498,373 471,978 Consolidated Cash Flow Statement Six months to Six months to Year to Interim Report to 30 September 2002 30-Sep 30-Sep 31-Mar 2002 2001 2002 £'000 £'000 £'000 Unaudited Unaudited Audited Net cash outflow from operating activities (6,690) (6,320) (9,369) Return on investments and servicing of finance Interest received 692 1,574 2,407 Net cash inflow from returns on investments and 692 1,574 2,407 servicing of finance Taxation UK Corporation tax paid - - (93) Net cash outflow from taxation - - (93) Capital expenditure and financial investment Payments to acquire tangible fixed assets (54) (489) (904) Payments to acquire investments (6,077) (22,304) (27,688) Receipts from sales of investments 4,138 75 27,723 Net cash outflow from investing activities (1,993) (22,718) (869) Acquisitions and disposals Purchase of subsidiary undertakings - (15,603) (28,412) Purchase of minority interest (2,417) - - Net cash acquired with subsidiaries - 1,544 1,550 Net cash outflow from acquisitions and disposals (2,417) (14,059) (26,862) Net cash outflow before financing (10,408) (41,523) (34,786) Financing Issue of ordinary share capital - - - Expenses paid in connection with share issues - - - Net cash inflow from financing - - - Decrease in cash in the period (10,408) (41,523) (34,786) Notes to the Interim Report to 30 September 2002 1) The information relating to the six month periods ended 30 September 2002 and 30 September 2001 is unaudited. The information relating to the period ended 31 March 2002 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 2002 of 471,977,815 (31 March 2002: 467,109,000). This information is provided by RNS The company news service from the London Stock Exchange
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