Interim Results
NewMedia SPARK PLC
05 December 2006
For Immediate Release 5 December 2006
NewMedia SPARK plc ('SPARK')
Interim Results for the six months to 30 September 2006
Key Highlights:
•Net cash £38.1m, including restricted cash of £2.9m (September 2005:
£19.9m, including £2.9m of restricted cash).
•Net Assets per share increase slightly in the period to 17.9p from 17.7p
(up 27.9% over 12 months).
•Realisations from the sale of portfolio assets contributed over £20m to
cash reserves, after further investments of £3.9m, outflows from operations
of £1.7m and share buy-backs of £1.7m.
•Investments made in support of SPARK's position in the growing digital
video and mobile media markets with further funding for Aspex and DX3.
•Sale of Synaptic to Capita post period end for £1.4m represents a 44%
uplift against book value since March.
Andrew Carruthers, Chief Executive of NewMedia SPARK, commented:
'SPARK's investment strategy continues to enable the Company to perform well
delivering an oustanding increase in NAV since September last year of nearly
28%. We have continued to strengthen our position in the rapidly growing areas
of digital video and mobile media whilst making considerable returns via the
realisation of some of our investments. With a strong cash position, the next
period will see SPARK making new investments with particular emphasis on
enterprise software, publishing and niche broadcasting, consistent with expected
developments in these sectors. This strategy coupled with the development of our
existing investee companies, we believe, will deliver value for our shareholders
as these exciting areas expand.'
Enquiries:
Andrew Carruthers, Chief Executive Officer 020 7851 7777
Isabel Podda, Buchanan Communications 020 7466 5000
About NewMedia SPARK plc
NewMedia SPARK is a quoted venture capital organisation based in central London
focused on early stage investments in the technology, media and telecoms
sectors. SPARK's portfolio has a particular emphasis on digital media, software
applications, technology and communications. As an investor, SPARK expects to
add significant value to its investments through active support and strategic
direction. SPARK is listed on London's Alternative Investment Market.
For further information, see www.newmediaspark.com.
Overview
Since the announcement of our preliminary results for March 2006 in August,
there have been no major changes in the value of net assets. Despite spending
£1.7m purchasing our own shares through the buy-back programme, total net assets
have only fallen by £0.9m and the consequent reduction of shares in circulation
has increased the net assets per share. However, the composition has changed
substantially, as £30.5m of disposals have come out of the investments line into
cash and deferred consideration. Of this, £27.8m came from the sale of
Mergermarket (of which £3.6m is deferred), and £2.7m from the sale of our
residual stake in Spuetz AG, from Tradera and other small transactions. The
other substantial movement in the period was the reduction of £2.7m in the
carried interest provision offset against the value of investments. Of this,
£2.4m was charged to the Profit and Loss account and £0.3m was written off. This
charge to the Profit and Loss account (crystallised principally by the cash sale
of Mergermarket) is £1.4m greater than that for the same period last year, but
otherwise Salaries and other staff costs are lower. Further details of the
carried interest scheme are disclosed in note 5 to this statement. After the
period end, Synaptic was sold to Capita for consideration of £1.4m, an uplift of
£0.4m from the carrying value at 31 March of £1.0m.
Portfolio investments
Events in the portfolio companies are tracking developments in the wider digital
media markets. Summarised below is the impact that the growth of digital video,
mobile media, emerging markets and new publishing models is having on specific
portfolio companies. The companies not mentioned here continue to develop in
line with expectations and will be reviewed after the financial year end.
High Speed Video Processing - Aspex
Recent months have witnessed dramatic events in the broadcasting industry. In
October, Google purchased YouTube, the video uploading site, for $1.65bn, and
soon after announced that its advertising revenues in the UK alone were larger
than those of Channel 4. The TV broadcasters, who by virtue of their licenses
and their delivery platforms (Cable, Terrestrial and Satellite etc), have been
the traditional gatekeepers for the UK's consumption of video, now see user
generated content from YouTube, a company that was only formed 18 months ago,
delivering 100 million videos a day. Advertising revenues are already fast
migrating online, and the mass consumption of video online only threatens
traditional broadcasters still further. Suddenly, any individual with a budget
consumer video camera, a mid-range PC, a broadband connection and a bit of
patience can become a broadcaster - even if only in poor quality.
In this context we have invested a further £2.9m in Aspex Semiconductors during
the period. In order for the democratisation of video broadcast to continue, the
software tools involved in the process now need the power of hardware solutions,
such as those offered by Aspex, in order to satisfy the increasing demands for
speed, volume and quality of video. The infrastructure involved in the capture,
encoding and delivery of video is beginning to attract substantial investment by
Telecoms companies, broadcasters and consumer device manufacturers. The scale of
the investment required to date by NewMedia SPARK has been greater than
anticipated and the market has taken longer to develop, but the market is now
moving quickly in Aspex's favour. We believe that the company still represents a
strong technology developed and supported by a strong team who have been very
early into a sector which is now experiencing rapid growth. Although the risks
remain, the potential rewards in this investment are significant.
Mobile Media - DX3
In addition, the delivery of media to mobile phones is fast becoming a feature
of the mass market. The arrival of hundreds of new, 'media ready', mobile
devices on the market over recent and coming months will see the domination of
Apple's iPod coming under threat from 'connected' devices manufactured by
companies such as Nokia, Samsung, Motorola and others. Meanwhile, all the major
mobile operators are stepping up their own efforts to service the mobile phone
as the principal portable media device. It is expected that Apple will also
launch a mobile network and an iPod phone in 2007. Taken together, these
developments enhance the need for platforms capable of ingesting, hosting and
delivering securely, music content to wireless devices as well as the PC. In
view of this trend, we have made a further investment of £0.5m into DX3, our
technology platform for the delivery of digital media to wired and wireless
devices.
India - IMImobile
The environment for the wireless sector in emerging markets is developing
equally fast. IMImobile has benefited from this trend with revenues more than
doubling year on year. Its reach now extends into the entire Indian subcontinent
with either a platform or content presence among all major operators in India,
and leading operators in Bangladesh (Grameen Phone) and Sri Lanka (Dialog).
In the Middle East, IMImobile's platform now delivers content and services on
STC and Mobily in Saudi Arabia, Etisalat and Du in UAE, and Qtel in Qatar. In
Africa the company has deployments with Starcomm in Nigeria and is deployed in
Latin America with Terra, where it will provide a messaging gateway and content
management system with a reach of 250 million subscribers.
In addition to its territorial growth, the company has demonstrated its
commitment to leading edge technologies by deploying its first 3G service with
MTC Vodafone in Kuwait. The service provides both live video streaming of
leading TV channels and a Video On Demand service. A range of other 3G
applications and services are expected to launch with a number of operators over
the coming year.
Alternative reality gaming - Mind Candy
Finally, the recent investment into Mind Candy by Accel Ventures is an
indication that SPARK is able to take early advantage of its position in the
cutting edge of UK digital media market. Mike Smith, the founder of the online
retailer for gadgets, Firebox.com, raised seed funding from SPARK and private
investors in 2004 for 'Perplex City' - a business addressing the new market in
alternative reality gaming (ARG). The business provides players with a blend of
puzzles, clues and online community focused on discovering the location of a
substantial prize. The revenues are derived from selling cards containing
puzzles and clues through retailers, which can then be solved and traded in
order to get closer to locating the prize. The combination of game play, puzzle
solving, online community and physical product work well with the developing
trends for interactivity. The two fund raising rounds since our initial modest
investment of £50k has allowed us to write up the value of this investment to
£340k, of which £92k was follow-on investment from SPARK.
New Investments
At present, we are not in a position to disclose the investments that are
currently in hand. However, we expect to be able to announce a number of new
additions to the portfolio as well as further developments within the portfolio
over coming months. In addition to businesses directly associated with the
developments in digital media, we are working on a spread of investments in the
enterprise software sector, as well as established companies that need
investment and support to make the transitions required by the changing media
market.
Andrew Carruthers
5 December 2006
INDEPENDENT REVIEW REPORT TO NEWMEDIA SPARK PLC
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 30 September 2006 which comprises the consolidated profit
and loss account, the consolidated statement of total recognised gains and
losses, the consolidated reconciliation of shareholders' funds, the consolidated
balance sheet, the consolidated cash flow statement and related notes 1 to 8. We
have read the other information contained in the interim report and considered
whether it contains any apparent misstatements or material inconsistencies with
the financial information.
This report is made solely to the Company, in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the Company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the Company, for our review work, for this report, or for the conclusions we
have formed.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are also responsible for ensuring that the accounting policies and presentation
applied to the interim figures are consistent with those applied in preparing
the preceding annual accounts except where any changes, and the reasons for
them, are disclosed.
Review work performed
We conducted our review in accordance with the guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A
review consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with International Standards on Auditing
(UK and Ireland) and therefore provides a lower level of assurance than an
audit. Accordingly, we do not express an audit opinion on the financial
information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September 2006.
Deloitte & Touche LLP
Chartered Accountants
London
5 December 2006
Consolidated Profit and Loss Account Six months to Six months to Year to
Interim Report to 30 September 2006 30-Sep 30-Sep 31-Mar
2006 2005 2006
Restated
£'000 £'000 £'000
Unaudited Unaudited Audited
Administrative expenses
Salaries and other staff costs (3,015) (1,512) (3,500)
Other administrative and operating
costs (1,109) (1,000) (2,200)
Depreciation (65) (75) (143)
Other costs (101) (181) (302)
--------- -------- --------
Total administrative expenses (4,290) (2,768) (6,145)
Other operating income 773 725 1,280
--------- -------- --------
Operating loss (3,517) (2,043) (4,865)
Gains from investments (16) 1,546 3,224
Dividends received 145 - -
Interest receivable and similar
income 400 604 1,074
--------- -------- --------
(Loss) / profit on ordinary
activities before taxation (2,988) 107 (567)
Tax (charge) / credit on loss / profit - - -
on ordinary activities
--------- -------- --------
(Loss) / profit on ordinary
activities after taxation (2,988) 107 (567)
--------------------------- --------- -------- --------
Retained (loss) / profit for the
period (2,988) 107 (567)
--------------------------- --------- -------- --------
Basic and diluted (loss) / earnings
per ordinary share (note 4) (0.70p) 0.02p (0.13p)
--------- -------- --------
Consolidated Statement of Total Six months to Six months to Year to
Recognised 30-Sep 30-Sep 31-Mar
Gains and Losses 2006 2005 2006
Interim Report to 30 September 2006 Restated
£'000 £'000 £'000
Unaudited Unaudited Audited
Loss for the financial period as
previously stated (119)
Restatement following change in
accounting policy (note 2) (448)
--------
(Loss) / profit for the financial
period (2,988) 107 (567)
Unrealised gain on investments 3,631 5,268 21,273
Foreign currency translation (4) (16) (16)
--------------------------- --------- -------- --------
Total recognised gains and losses in
the period 639 5,359 20,690
--------------------------- --------- -------- --------
Reconciliation of Movements in Six months to Six months to Year to
Consolidated
Shareholders' Funds 30-Sep 30-Sep 31-Mar
Interim Report to 30 September 2006 2006 2005 2006
Restated
£'000 £'000 £'000
Unaudited Unaudited Audited
(Loss) / profit for the financial
period (2,988) 107 (567)
Other recognised gains and losses
for the period 3,627 5,252 21,257
Share based payment 197 - 448
Own shares purchased for Treasury (1,712) (504) (3,167)
--------------------------- --------- -------- --------
Net (reduction to) / increase in
shareholders' funds (876) 4,855 17,971
--------------------------- --------- -------- --------
Opening shareholders' funds 75,967 57,996 57,996
--------------------------- --------- -------- --------
Closing shareholders' funds 75,091 62,851 75,967
--------------------------- --------- -------- --------
Consolidated Balance Sheet 30-Sep 30-Sep 31-Mar
Interim Report to 30 September 2006 2006 2005 2006
£'000 £'000 £'000
Unaudited Unaudited Audited
Fixed assets
Tangible assets 641 755 690
Investments 36,623 42,962 59,522
-------- ------- --------
37,264 43,717 60,212
Current assets
Debtors 598 1,750 873
Deferred consideration 3,866 250 250
Restricted cash 2,869 2,869 2,869
Cash at bank and in hand 35,233 17,069 14,903
-------- ------- --------
42,566 21,938 18,895
Creditors: amounts falling due
within one year (4,606) (2,615) (3,007)
-------- ------- --------
Net current assets 37,960 19,323 15,888
-------- ------- --------
Total assets less current
liabilities 75,224 63,040 76,100
Provision for liabilities and
charges (133) (189) (133)
--------------------------- -------- ------- --------
Net assets 75,091 62,851 75,967
--------------------------- -------- ------- --------
Capital and reserves
Called up share capital 11,818 11,818 11,818
Own shares held by EBT (413) (413) (413)
Share premium account (note 8) 39,693 39,693 39,693
Revaluation reserve (note 8) (25,969) (18,835) (3,510)
Profit and loss account (note 8) 49,962 30,588 28,379
--------------------------- -------- ------- --------
Equity shareholders' funds 75,091 62,851 75,967
--------------------------- -------- ------- --------
Net Asset Value per share 17.9p 14.0p 17.7p
Number '000 Number '000 Number '000
-------- ------- --------
Ordinary shares in issue 472,736 472,736 472,736
Shares held in treasury (46,741) (14,500) (36,016)
Shares held by Employee Benefit
Trust (7,023) (9,269) (8,339)
-------- ------- --------
Shares in issue for net asset per
share calculation 418,972 448,967 428,381
-------- ------- --------
Consolidated Cash Flow Statement Six months to Six months to Year to
Interim Report to 30 September 2006 30-Sep 30-Sep 31-Mar
2006 2005 2006
£'000 £'000 £'000
Unaudited Unaudited Audited
Net cash outflow from operating
activities (note 7) (1,661) (1,006) (2,698)
Return on investments and servicing of
finance
Interest received 400 604 1,073
Dividend received 145 - -
--------- -------- --------
Net cash inflow from returns on
investments and servicing of finance 545 604 1,073
Taxation
UK Corporation tax paid - - -
Overseas tax repaid 275 - -
--------- -------- --------
Net cash inflow from taxation 275 - -
Capital expenditure and financial
investment
Payments to acquire tangible fixed
assets (16) (2) (5)
Proceeds from disposal of fixed
assets - 20 20
Payments to acquire investments (3,851) (3,745) (7,289)
Receipts from sales of investments 26,749 2,887 8,155
--------- -------- --------
Net cash inflow / (outflow) from
investing activities 22,882 (840) 881
--------- -------- --------
Net cash inflow / (outflow) before
financing 22,041 (1,242) (744)
Financing
Purchase of own shares (1,711) (504) (3,167)
--------- -------- --------
Net cash outflow from financing (1,711) (504) (3,167)
--------------------------- --------- -------- --------
Net cash inflow / (outflow) in the
period 20,330 (1,746) (3,911)
--------------------------- --------- -------- --------
Notes to the Interim Report to 30 September 2006
1) NewMedia Spark plc is a company incorporated in the United Kingdom. The
consolidated interim financial statements as at 30 September 2006 and for the
six months then ended comprise those of the Company and its subsidiaries
(together referred to as the 'Group').The consolidated interim financial
statements have been prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (UK GAAP).The accounting policies applied by the
Group in the consolidated interim financial statements are the same as those
applied by the Group in its consolidated financial statements for the year ended
31 March 2006 except for the introduction of a new accounting policy for share
based payments in accordance with FRS 20 as described in note 2 below.
The preparation of consolidated interim financial statements requires management
to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates. In preparing these
consolidated interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the consolidated
financial statements as at and for the year ended 31 March 2006.
2) Following the introduction of FRS20, Accounting for Share Based
Payments, into UK GAAP for AIM listed companies, the company has introduced a
new accounting policy to account for the 2005 Executive Share Option Scheme.
Under this scheme, full-time executives of SPARK were awarded share options over
shares with a value equal to five times the executive's salary at the time. The
options have an exercise price of 11p, which was the market price of SPARK's
shares at the date of award (30 September 2005). One fifth of the options vest
each year from 31 March 2006 onwards following confirmation that the Net Asset
Value per share target has been achieved for the year. At the time the scheme
was implemented the published, audited NAV of SPARK was 12.8p. If growth over
the five year period is in excess of 10% per year then all of an executive's
options will vest, if growth averages 5% per year over the five year period then
half of the awarded options will vest with performance in between rewarded
proportionately. Average performance of less than 5% a year will result in no
share options vesting, save for the fact that options which vest following
strong performance in the early years of the scheme, cannot be cancelled.
The fair value of the options awarded (20,227,273 in total) has been estimated
at 6.2p per share using the Black-Scholes valuation methodology and it has been
assumed that all options will vest. The effect on the Profit and Loss Account
has been to increase the remuneration charge by £197,000 and £448,000 for the
six months to September 2006 and year to March 2006 respectively but has had no
effect on the results for the six months to 30 September 2005 as the Executive
Share Option Scheme was only implemented on 30 September 2005. The corresponding
credit entry to these amounts has been taken to the profit and loss reserve
consequently this policy has no effect on the Balance Sheet or Cash Flow
Statement.
3) The above financial information for the year ended 31 March 2006 does
not constitute statutory accounts as defined in Section 240 of the Companies Act
1985. The information relating to the six month periods ended 30 September 2006
and 30 September 2005 is unaudited. The information relating to the period ended
31 March 2006 is extracted from the audited accounts of the Company which have
been filed at Companies House. The auditors' report on those accounts was not
qualified and did not contain statements under section 237(2) or (3) of the
Companies Act 1985. The information shown for the year ended 31 March 2006 has
been restated following the change in accounting policy for share based payments
as stated in note 2 above.
4) (Loss) / earnings per share is based on the weighted average number of
shares in issue during the six months ended 30 September 2006 of 425,752,000 (31
March 2006: 445,461,000).
5) Like most companies in the venture capital / private equity sector,
NewMedia SPARK plc operates a carried interest scheme for its employees. The
SPARK carried interest scheme was established in 2003 and is structured to pay
to its employees 20% of all realised uplifts over the book value of investments
as at 31 March 2003 together with additions after this date, less an annual 5%
hurdle rate. At the start of the period the carried interest provision offset
against investments was £6.4m. This provision was reduced to £6.1m in the period
and then further reduced to £3.7m by the effect of expensing £2.4m in the profit
and loss account following the highly profitable sale of Mergermarket.
6) Analysis of changes in net funds Six months to Six months to Year to
30-Sep 30-Sep 31-Mar
2006 2005 2006
£'000 £'000 £'000
Unaudited Unaudited Audited
Net cash inflow / (outflow) in the
period 20,330 (1,746) (3,911)
Foreign exchange differences - - (1)
--------------------------- -------- -------- --------
Increase / (decrease) in cash in the
period 20,330 (1,746) (3,912)
--------------------------- -------- -------- --------
Opening net funds 14,903 18,815 18,815
--------------------------- -------- -------- --------
Closing net funds 35,233 17,069 14,903
--------------------------- -------- -------- --------
7) Reconciliation of operating loss to Six months to Six months to Year to
net cash outflow
from operating activities 30-Sep 30-Sep 31-Mar
2006 2005 2006
Restated
£'000 £'000 £'000
Unaudited Unaudited Audited
Operating loss (3,517) (2,043) (4,865)
Depreciation 65 75 143
Share based payment 197 - 448
(Increase) / decrease in debtors (69) 41 365
Increase in creditors 1,663 921 1,211
--------------------------- --------- -------- --------
Net cash outflow from operating
activities (1,661) (1,006) (2,698)
--------------------------- --------- -------- --------
8) Reserves Share Premium Revaluation Profit and loss
account reserve account
£'000 £'000 £'000
Reserves at 1 April 2006 39,693 (3,510) 28,379
Unrealised gain on investments - 3,631 -
Previously unrealised
gains now deemed permanent (26,090) 26,090
Own shares purchased for
treasury in the period - - (1,712)
Foreign currency translation - - (4)
Share based payment - - 197
Loss for the period - - (2,988)
--------------------------- --------- -------- --------
Reserves at 30 September 2006 39,693 (25,969) 49,962
--------------------------- --------- -------- --------
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