Interim Results
Evolution Group PLC
17 September 2002
17 September 2002
The Evolution Group Plc
("Evolution Group" or the "Group")
Interim results for the six months ended 30 June 2002
Evolution Group, the AIM listed investment bank and retail fund management
group, today announces its results for the six months ended 30 June 2002. The
interim results attached do not take into account the recent merger with Beeson
Gregory Group Plc which was completed on 11 July 2002.
Financial highlights
• Group turnover increased by 43% to £5.117m (2001: £3.586m)
• Gross profit increased by 42% to £4.232m (2001: £2.981m)
• Administrative expenses reduced by 11% to £6.249m (2001: £7.043m)
• Operating loss before provisions against fixed asset investments reduced
by 35% to £2.012m (2001: £3.105m)
Operational highlights
• First half performance demonstrates important operational progress
• Investment banking division continued its planned expansion with
institutional sales showing month on month growth in number of clients and
commission income
• Christows was profitable in each month in the period
• The investment in Inter-Alliance continues to add significant value
• The Group merged with Beeson Gregory Group Plc on 11 July 2002 and the two
investment banking businesses have now been integrated well ahead of
schedule and rebranded as Evolution Beeson Gregory
Alex Snow, Chief Executive Officer of Evolution Group commented:
"The Evolution Group has developed significantly over the course of 2002. The
executive management team believes that the cost base appropriately reflects the
stage of the market cycle. The current performance of all our subsidiaries,
combined with the strength of the Group's balance sheet, gives your Board
increasing confidence for the second half of the year."
For further information please contact:
The Evolution Group Plc 020 7488 4040
Alex Snow, Chief Executive Officer
Graeme Dell, Finance Director
Hogarth Partnership Limited 020 7357 9477
Andrew Jaques / Georgina Briscoe
Notes to Editors
On 11 July 2002, the Evolution Group Plc announced that its merger with Beeson
Gregory Group Plc had been declared unconditional in all respects. Evolution
Group operates investment banking, retail stockbroking & fund management,
Intellectual Property exploitation & commercialisation and private equity
divisions; a brief description of each is provided below:
Investment Banking
Evolution Beeson Gregory incorporates Evolution Capital's institutional sales,
trading and research functions and Beeson Gregory's established investment
banking business comprising corporate finance, sales, market making and research
activities.
Retail Stockbroking and Fund Management
Evolution Group undertakes retail stockbroking and fund management activities
within its Christows brand. It has approximately £370 million of funds under
management, over 3,800 discretionary client accounts and a strategy to develop a
more focused product offering, increasing geographic coverage and improving the
annuitised revenue stream.
IP2IPO
Evolution Group is committed to IP2IPO and its strategy of exploiting
Intellectual Property created by academic institutions. The Evolution Group
will control approximately 85 per cent. of the issued share capital of IP2IPO
and will seek to establish further university partnerships. The objective will
be to generate shareholder value through the acquisition of significant equity
stakes in technology businesses created from university-owned IP or through
licence and royalty revenues from these sources.
Private Equity
Evolution Group and Beeson Gregory have merged their private equity portfolios
and are seeking to drive active value creation through exits. The Group will
continue with its stated strategy of ceasing to make new principal private
equity investments. Evolution Beeson Gregory intends to develop a significant
private equity activity, based around the Group's core expertise through the
creation of a new fund and the provision of private equity advisory services.
The Enlarged Group is listed on AIM with a current market capitalisation of
approximately £90 million.
For further information on the Evolution Group Plc please go to
www.evolution-group.com.
CHIEF EXECUTIVE'S REPORT
Key financial information
6 months to 6 months to % change
30 June 2002 30 June 2001
£'000 £'000
Group Turnover 5,117 3,586 43% increase
Gross Profit 4,232 2,981 42% increase
Administrative expenses 6,249 7,043 11% reduction
Operating loss before provisions against fixed asset (2,012) (3,105) 35% reduction
investments
Review of the half year ended 30 June 2002
Investment Banking
The Evolution Group Plc's (the "Group") emerging investment banking business,
Evolution Capital, has continued its planned growth during the first half. At
its core is a rigorous research approach which has been very well recognised and
received by our clients. The institutional sales business showed considerable
month on month growth throughout the period measured both in number of clients
and commission income. The research coverage was extended to cover a broader
range of sectors. The overall loss reported in the interim results is primarily
a result of the start-up costs associated with the building of Evolution
Capital.
Private Client Stockbroking & Fund Management
Following on from the annual report, I am pleased to report that Christows, the
Group's private client stockbroking and fund management business has continued
to win new mandates and introduce new funds under management. Within Christows'
range of products, the Private Portfolio Account product continues to prove
extremely popular with the Independent Financial Adviser ("IFA") market, and our
IFA sales team reported new sales for the half year up 34% on the same period
last year. After a year of restructuring the funds, and a concentration on
products paying fees based upon value of funds under management, Christows now
has 75% of its total assets yielding fees in this manner. Within this category
84% of these funds are managed upon a fully discretionary basis. These revenue
items, coupled with tight management of costs, have produced a profit in each
month of the first half, which was an extremely encouraging result given the
difficult market conditions.
Investment in Inter-Alliance
During the first half of the year, the Group has made a significant strategic
investment in Inter-Alliance Group Plc ("IAL"). Following the successful
refinancing in April 2002, IAL has continued to make strong progress, under
Keith Carby the newly installed Chairman and CEO. This was demonstrated when IAL
acquired the IFA business of HST Financial Plc, confirming its status as the
UK's largest IFA. At the same time IAL raised £10 million of new capital from
CGNU and Friends Provident, significantly strengthening its balance sheet. The
total cash investment in IAL by the Group, before the costs of the transaction,
was £9.6 million (representing 18.45 million shares). Your Board remains
confident that this strategic investment adds significant value to the Group.
Investment Provisions
The worsening market sentiment toward private equity valuation has led us to
examine the valuations on our remaining legacy portfolio. Upon this basis the
Board has decided that it is prudent to take a further provision of £2.0 million
against the private equity portfolio leaving a balance sheet value for the
private equity portfolio of £3.9 million.
Merger with Beeson Gregory Group Plc ("BGG")
Timing and terms: Following the initial announcement of the proposed deal on 30
May 2002 (an all share offer of 1.77 Group shares for each BGG share), the
formal offer was made on 13 June 2002. The transaction was completed when it was
declared unconditional on 11 July 2002 having been resoundingly approved by
shareholders of both companies.
Accounting for the transaction: In accordance with the United Kingdom accounting
standards the transaction was accounted for using acquisition accounting from 11
July 2002. Accordingly the first period in which BGG will be consolidated is the
6 months to 31 December 2002. A fair value exercise has been undertaken to
ensure that all accounting policies and valuation bases of the combined group
are in line. The principal material revaluation was to the BGG investment
portfolio where a further amount of £6.9 million was provided, reducing its
balance sheet value to £0.9 million.
Integration: The principal business of BGG is investment banking and we began
the integration of this business with Evolution Capital, the Group's investment
banking business, immediately following the completion of the transaction. The
two businesses have now been integrated, well ahead of schedule, and rebranded
as Evolution Beeson Gregory representing the strengths and origins of the two
parts. The integration process has resulted in significant cost savings across
the combined business. These savings have been extracted from several areas
including executive management, front office and support staff reduction and
other duplicate overheads. The total savings amounted to a 30% reduction in
annualised headcount costs across investment banking and executive management.
Outlook
Within Evolution Beeson Gregory, the combined investment banking franchise,
activity levels have increased significantly since the integration and the new
brand is leveraging the strengths of both companies in generating revenue. Your
management team recognises the need for significant focus on managing costs and
will continue to reduce these further.
Christows has continued to operate profitably for each calendar month in 2002
and, with this robust platform, the executive team will begin to expand our
private client and fund management franchise over the course of the year.
IP2IPO, the Group's Intellectual Property subsidiary, which has long term
partnerships with Oxford University's chemistry department and the University of
Southampton, has had a productive first half. IP2IPO has now successfully spun
out 5 companies, in sectors ranging from groundbreaking life sciences and
biotechnology to industrial applications within the oil and gas industry. The
continued rate of progress is expected to be sustained, and the fundamental
nature of the technology and applications are attracting international
financing. The Group now owns approximately 85% of the issued share capital of
IP2IPO and is committed to developing the value that is being created within
these two leading institutions.
The Evolution Group has developed significantly over the course of 2002. The
executive management team believes that the cost base appropriately reflects the
stage of the market cycle. The current performance of all our subsidiaries,
combined with the strength of the Group's balance sheet, gives your Board
increasing confidence for the second half of the year.
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Unaudited Unaudited
six months six months
to 30 June to 30 June Audited
2002 2001 31 December
£'000 £'000 2001
Restated £'000
Turnover 5,117 3,586 7,580
Commissions payable (Note 2) (885) (605) (1,386)
Gross Profit 4,232 2,981 6,194
Administrative expenses (Note 2) (6,249) (7,043) (21,254)
Other operating income 5 - 31
Profit on sale of fixed asset investments - 957 7,003
Provision against fixed asset investments (1,987) - (4,739)
Operating loss (3,999) (3,105) (12,765)
Interest receivable and similar income 644 1,056 1,896
Interest payable and similar charges (11) - (9)
Loss on ordinary activities before taxation (3,366) (2,049) (10,878)
Tax on loss on ordinary activities (26) (32) 369
Loss on ordinary activities after taxation (3,392) (2,081) (10,509)
Minority interest - 31 (1)
Loss for the period attributable to the members of The
Evolution Group Plc (3,392) (2,050) (10,510)
Basic loss per ordinary share (2.91) (1.77) (9.92)
CONSOLIDATED BALANCE SHEET
Unaudited Unaudited Audited
30 June 30 June 31 December
2002 2001 2001
£'000 £'000 £'000
Fixed assets
Intangible - 6,787 -
Tangible assets 901 964 1,016
Investments 14,568 7,525 4,764
15,469 15,276 5,780
Current assets
Debtors 4,256 2,279 3,983
Equity shares - - 64
Cash at bank and in hand 22,887 36,422 35,969
27,143 38,701 40,016
Creditors: Amounts falling due within one year (2,966) (3,024) (2,413)
Net current assets 24,177 35,677 37,603
Total assets less current liabilities 39,646 50,953 43,383
Provisions for liabilities and charges - - (414)
Net assets 39,646 50,953 42,969
Capital and Reserves
Called up share capital 8,157 8,127 8,153
Share premium account 66,150 66,108 66,150
Merger reserve 6,031 6,031 6,031
Profit and loss account (40,692) (29,291) (37,367)
Total shareholders' funds 39,646 50,983 42,967
Shareholders' funds - Equity 32,675 44,012 35,996
Shareholders' funds - Non-equity 6,971 6,971 6,971
Minority interests - (30) 2
Minority interests & shareholders' funds 39,646 50,953 42,969
CONSOLIDATED CASH FLOW STATEMENT
Unaudited six Unaudited six
months to 30 June months to 30 June
2002 2001
£'000 £'000 £'000 £'000
Net cash outflow from operating
activities (1,722) (4,123)
Returns on investments and servicing of
finance
Interest received 587 1,044
Interest paid (11)
Income from fixed asset investments 5
Net cash inflow from returns on
investments and servicing of finance 581 1,044
Taxation
Corporation tax (269) (51)
Capital expenditure and financial
investment
Sale of tangible fixed assets - 1
Purchase of tangible fixed assets (139) (326)
Purchase of fixed asset investments (11,791) (3,495)
Sale of fixed asset investments 223 2,276
Net cash outflow from capital expenditure
and financial investments (11,707) (1,544)
Acquisitions and disposals
Disposal of subsidiaries 36
Purchase of subsidiaries - (187)
Net cash acquired with subsidiaries - 2,524
Cash outflow before management of liquid
resources and financing (13,081) (2,337)
Financing
Issues of ordinary share capital - 1,437
Expenses of share issue - (31)
Lease repayments - (18)
Net cash inflow from financing - 1,388
Decrease in cash in the year (13,081) (949)
Notes to the Interim Results
1. There has been no change in accounting policies since the last annual report,
as at 31 December 2001.
2. The profit and loss account items for commissions payable and administrative
expenses for the period ending 30 June 2001 have been adjusted to reflect
the reclassification of direct dealing expenses of £594,000 from commissions
paid to administrative expenses. This adjustment was to ensure consistency
with the last annual report.
3. The results are unaudited and have not been reviewed by the auditors.
4. The interim report was approved by the directors on 16 September 2002.
5. Copies of this interim report will be available for a period of one month
from today's date at the registered office address: The Registry, Royal Mint
Court, London EC3N 4LB.
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