Final Results
Evolution Group PLC
4 May 2001
4 May 2001
The Evolution Group PLC ('Evolution')
Preliminary Results for the year ended 31 December 2000
Key Financials
Group turnover (including Christows for 7 months) £4.82 million
Profit on sale of investments £2.47 million
Operating loss £0.03 million
Retained loss post exceptional items and tax £28.00 million
Chairman's Statement
Review of the Year
This has been an extraordinary period for the Company, during which we have
seen violent swings in market sentiment towards the global technology sector.
During the year under review the Company raised £54 million in new equity and
invested in excess of £27 million in technology and internet related ventures.
Following the peak in the technology boom and in dramatically changing market
conditions, it quickly became apparent that the focus and disciplines required
to create real and sustainable shareholder value, as a technology investor,
had fundamentally changed. The Board took the decision in June 2000 to scale
back the Company's investment activities, to preserve shareholders' equity and
re-engineer our business model. At that stage, it was decided to develop the
Company into a regulated technology focused investment and advisory business.
The intention of this strategy was to build a modern consolidated technology
investment company and private client asset management business.
The first major step in this development was completed in November 2000 when
The eVestment Company plc acquired by way of merger the Christows group ('
Christows'), a Member of the London Stock Exchange. Christows has a private
client portfolio management service with significant assets under management
and also a successful Open Ended Investment Company ('OEIC') based in Dublin,
which manages four distinct OEIC products.
Following the merger with Christows and the change of name to EVC Christows
PLC, I was appointed Chief Executive of the Group in February 2001, as part of
the restructuring of the Group's senior management team. The previous senior
management team has now relinquished all executive roles and the new team is
in place. I firmly believe that the new management team has the necessary
skill-sets and experience to implement our growth strategy.
In March 2001, the Board announced the acquisition of Evolution Capital
Limited, a well-known and respected research and strategic advisory firm with
a strong franchise, focused in several new areas of technology. At that time,
it was proposed to change the name of the Company to The Evolution Group PLC.
This acquisition was the final stage of a stated strategy that has taken over
nine months to realise and provides our group with the skills, disciplines and
focused approach to deliver upon the above strategy. I am delighted to welcome
Richard Griffiths, James Kenny, and James Chilcott, the founders of Evolution
Capital Limited, onto the Board.
Exceptional Items
Your Board has decided to be prudent with respect to the original eVestment
portfolio. The provision against investments of £14.17 million indicated in
the trading statement issued on 22 December 2000 has now been increased to £
23.84 million. The reorganisations arising from the acquisitions of Christows
Limited and Capital Exchange Limited have led to a write-off of goodwill of £
4.91 million, whilst merger expenses of £0.67 million have also been
written-off. Total exceptional items in the year amount to £29.43 million.
Capital Structure
The capital structure of The Evolution Group PLC has, until recently, been
very complex given the size of the Company. It was clear that the excessive
amounts of warrants and Further Subscription Rights in issue had become a
significant overhang in the capital structure of the Group and would continue
to be a complication whenever the Company undertook any form of corporate
action, and a hindrance to attracting new high calibre staff. At the EGM on
26 March 2001 shareholders approved the early exercises of these dilutive
instruments in their entirety, the exercise period closing on 6 April 2001.
This was a critical action in developing a clear and presentable shareholding
structure, and in that spirit the decision was taken to consolidate the
shares. As we continue to build and execute our business model, I believe that
it is appropriate to make certain amendments to the Group's share option
scheme, including a meaningful expansion of the number of shares available in
the option pool. The grant and general use of options will be a key element
used to attract, retain and motivate our key people and new hires and, as
such, shareholder approval is being sought at the forthcoming Annual General
Meeting to give effect to these changes.
Board Changes
There have been some major changes to the composition of your Board over the
past 12 months. Michael Read joined us as Chairman of Christows Limited in
February 2001 and brings with him a wealth of experience in private client
asset management. As mentioned above Richard Griffiths, James Kenny, and James
Chilcott have joined from Evolution Capital. Oliver Vaughan has stepped down
from Chairman to Non-Executive Director and John Gunn continues as a
Non-Executive director. I currently fulfil the roles of Chief Executive and
Chairman. It is the Board's intention to search for a Non-Executive Chairman
in line with the Cadbury Report recommendations.
Outlook and prospects
Market conditions since December have been extremely challenging for our asset
management and stockbroking business. We are currently conducting a review of
this business and your Board will make the necessary adjustments to align the
infrastructure costs with the current market conditions. We are confident that
this can become a valuable and profitable business.
The firm belief of your Board is that there are still very high returns to be
achieved from the investment in and knowledge acquired from, focused,
well-researched private technology companies. There is significant value in
such knowledge. It is also our belief that the development of these early
stage companies in terms of corporate advisory and corporate finance,
potential fundraising efforts and analytical support, is crucial in adding
further value. These activities are supported by a strong analytical team
with a rigorous process in a fully regulated environment.
The new name for your company reflects a new set of disciplined operating
standards, and describes the evolving nature of the group.
I firmly believe that The Evolution Group PLC is now extremely well positioned
with a strong balance sheet and the clear capability to deliver on the
strategy outlined above. The disciplined bottom-up approach that is now being
employed within the company is crucial to the implementation of our targets.
Once again, the quality and attitude of people is the vital factor in
achieving success and I would take this opportunity to thank all our employees
for their endeavours in what has been a challenging year.
A.C.W. Snow
Chairman
4 May 2001
Consolidated Profit and Loss Account
for the year ended 31 December 2000
Year ended Year ended
31 December 2000 31 December
1999
£'000 £'000 £'000 £'000
Note
Turnover
Continuing operations 368.9 438.5
Acquisitions 4451.6 -
4,820.5 438.5
Commissions payable (1,492.5) (53.5)
Gross profit 3,328.0 385.0
Administrative expenses (5,888.8) (380.8)
Profit on sale of investments 2,471.1 146.1
Other operating income 60.1 90.1
Operating (loss) / profit
Continuing operations (358.6) 240.4
Acquisitions 329.0 -
(29.6) 240.4
Write off of goodwill on
reorganisation
-continuing (4,919.3) (73.3)
Amounts written off investments
- continuing (23,839.7) -
Merger expenses - continuing (673.7) -
Exceptional items (29,432.7) (73.3)
(Loss) / profit on ordinary activities
before interest (29,462.3) 167.1
Interest receivable and similar income 2,116.2 103.3
Interest payable and similar charges (9.7) -
(Loss) / profit on ordinary activities
before taxation (27,355.8) 270.4
Taxation (640.4) (62.3)
(Loss) / profit for the year (27.996.2) 208.1
Dividends - (80.0)
Retained (loss) / profit for the year (27,996.2) 128.1
Basic (loss) / earnings per ordinary 1
share (6.4) 0.2
Diluted (loss) / earnings per ordinary 1
share 0.1
There were no recognised gains or losses other than the loss for the year.
Consolidated Balance Sheet
at 31 December 2000
31 December 31December
2000 1999
Note £'000 £'000
Fixed assets
Intangible assets - 200.7
Tangible assets 633.7 19.3
Investments 2 4,912.6 2,862.9
5,546.3 3,082.9
Current assets
Debtors 1,786.2 407.7
Investments 12.1 -
Cash at bank and in hand 37,371.1 938.3
39,169.4 1,346.0
Creditors
Amounts falling due within one year (3,909.0) (834.3)
Net current assets 35,260.4 511.7
Total assets less current liabilities 40,806.7 3,594.6
Creditors
Amounts falling due after more than one - (14.5)
year
Net assets 40,806.7 3,580.1
Capital and reserves
Called up share capital 7,742.4 1,192.0
Share premium 54,270.6 1,628.5
Merger reserve 6,030.3 -
Profit and loss account (27,236.6) 759.6
Equity shareholders' funds 5 40,806.7 3,580.1
Approved by the Board on 4 May 2001
A. Graham
Director
Consolidated Cash Flow Statement
for the year ended 31 December 2000
Year ended Year ended
31 December 2000 31 December 1999
Note £'000 £'000 £'000 £'000
Net cash (outflow) / inflow from
operating activities 3 (1,281.2) 218.6
Returns on investments and servicing
of finance
Interest received 2,116.2 103.2
Interest paid (9.7) -
Income from fixed asset investments 0.2 -
Net cash inflow from returns on
Investments and servicing of finance 2,106.7 103.2
Taxation
Corporation tax paid (241.6) (59.2)
Capital expenditure and financial
investments
Sale of tangible fixed assets 0.5 0.2
Purchase of shares in associate - (9.6)
Purchase of tangible fixed assets (342.8) (0.5)
Purchase of fixed asset investments (25,942.2) (2,849.0)
Sale of fixed asset investments 3,419.2 815.9
Net cash outflow from capital
expenditure and financial investments (22,865.3) (2,043.0)
Dividends paid (80.0)
Acquisitions and disposals
Purchase of subsidiaries (387.3) -
Net cash acquired with subsidiaries 736.6 -
349.3
Cash outflow before management of
liquid
resources and financing (21,932.1) (1,860.4)
Management of liquid resources
Decrease in short term deposits 800.3 1,529.7
Financing
Issues of ordinary share capital 59,062.9 (5.3)
Expenses of share issue (690.0) -
Lease repayments (8.0) 210.0
Net cash inflow from financing 58,364.9 204.7
Increase / (decrease) in cash in the 4 37,233.1 (126.0)
year
Notes
1. (Loss) / earnings per share
The calculation of the basic earnings per share is based on the profit on
ordinary activities after tax and on the weighted average number of ordinary
shares in issue during the year. The calculation of diluted earnings per share
is based on the basic earnings per share adjusted to allow for the issue of
shares on the assumed conversion of all dilutive options.
Reconciliations of the earnings and weighted average number of shares used in
the calculations are set out in the table below.
Year ended 31 December 2000 Year ended 31 December 1999
Weighted Weighted
average Earnings average
Earnings
number per Earnings number Per
Earnings of share of share
shares (pence) £ shares
£ (pence)
Basic earnings
per share (27,996,200) 437,384,198(6.40) 208,100 101,094,447 0.21
Dilutive effect - 153,100,286
of securities
Diluted earnings
per share 208,100 254,194,733 0.08
The earnings per share and numbers of shares shown above are prior to the
recent Share Capital Reorganisation.
2. Fixed asset investments
Listed Unlisted Total
£'000 £'000 £'000
Cost:
At 1 January 2000 332.2 2,530.7 2,862.9
Additions 2,093.9 25,092.2 27,186.1
Acquired on acquisition 7.3 - 7.3
Reclassification on becoming a - (203.5) (203.5)
subsidiary
Disposals (135.0) (965.5) (1,100.5)
Reclassification 134.8 (134.8) -
At 31 December 2000 2,433.2 26,319.1 28,752.3
Provisions
At 1 January 2000 - - -
Increase in provisions 868.0 22,971.7 23,839.7
At 31 December 2000 868.0 22,971.7 23,839.7
Net Book Value
At 31 December 2000 1,565.2 3,347.4 4,912.6
At 31 December 1999 332.2 2,530.7 2,862.9
Aggregate market value at 31 3,189.2
December 2000
Included in unlisted investments at 1 January 2000 is an investment in an
associate, Christows Holdings Limited (a company incorporated in England) of £
203,500. During the year the Group acquired the remaining issued share capital
of the company. The investment in associate was therefore reclassified as an
investment in subsidiary, and was eliminated on consolidation.
Unlisted investments include shares in companies traded on the Alternative
Investment Market at 31 December 2000, as well as shares not traded on a
recognised stock market on that date.
3. Reconciliation of operating loss with net cash flow from operating
activities
Year ended Year ended
31 December 31
2000 December 1999
£'000 £'000
Operating (29.6) 240.4
(loss) /
profit
Profit on (2,471.1) (146.1)
sale of
investments
Increase in (12.1) -
current asset
investments
Profit on - 0.2
disposal of
fixed assets
Share of net - (75.2)
profit of
associated
company
Fees paid for - (36.0)
non cash
consideration
Depreciation 152.6 -
of tangible
fixed assets
Merger (673.7) -
expenses
Goodwill - 15.2
amortised
(Increase) / 30.1 (237.5)
decrease in
other debtors
(Increase) / (31.8) (0.1)
decrease in
prepayments
Increase in 103.7 -
trade
creditors
Increase in 1,393.9 253.3
other
creditors
Increase in 256.8 204.4
accruals and
deferred
income
Net cash
(outflow) /
inflow from (1,281.2) 218.6
operating
activities
4. Reconciliation of net cash flow to movement in net funds
Year ended Year ended
31 December 31 December
2000 1999
£'000 £'000
(Decrease) / increase in cash in 37,233.1 (126.0)
the year
Change in net debt (8.0) 5.3
Cash used to (decrease) / increase (800.3) (1,530.1)
liquid resources
Movement in net funds in the year 36,424.8 (1,650.8)
Net funds at the beginning of the 918.9 2,569.6
year
Net funds at the end of the year
37,343.7 918.8
5. Reconciliation of movements in shareholders' funds
Year ended Year ended
31 December 31 December
2000 1999
£'000 £'000
(Loss) / profit for the financial (27,996.2) 128.1
year
Issues of ordinary share capital 59,192.5 330.0
Merger reserve 6,030.3 -
Net increase in shareholders' 37,226.6 458.1
funds
Shareholders' funds at the 3,580.1 3,122.0
beginning of the year
Shareholders' funds at the end of
the year 40,806.7 3,580.1
6. Financial Information
The financial information contained in this preliminary announcement does not
constitute the group's statutory accounts, as defined in section 240 of the
Companies Act 1985, for the years ended 31 December 2000 or 31 December 1999.
The accounts for the year ended 31 December 1999 have been delivered to the
Registrar of Companies.
The statutory accounts for the year ended 31 December 1999 have been reported
on by the company's auditors; the report on these accounts was unqualified and
did not contain any statement under section 237 (2) or (3) of the Companies
Act 1985. The financial information for the year ended 31 December 2000 has
been extracted from the statutory financial statements. These financial
statements have not yet been delivered to the Registrar of Companies, nor have
the auditors reported on them.
The accounts for the year ended 31 December 2000 will be posted to
shareholders in due course. Further copies will be available from the
registered office of The Evolution Group PLC, 223a Kensington High Street,
London W8 6SG.