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)