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FORM 20-F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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ANNUAL REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended March 31, 2000
SEC File No. 000 -- 28994
[GRAPHIC OMITTED]
plc
(incorporated with limited liability in England and Wales with registered
number 2501949)
Business Address and Telephone Number:
Wimbledon Bridge House, 1, Hartfield Road, Wimbledon, London SW19 3RU, 44 208
636 3000
Securities registered:---
American Depositary Shares* Nasdaq
Ordinary Shares** London Stock Exchange
* American Depositary Shares evidenced by American Depositary Receipts. Each
Depositary Share represents one Ordinary Share.
** The Ordinary Shares (the "Ordinary Shares") have a par value of 2 pence per
share.
<TABLE>
<CAPTION>
Outstanding as of
Title of Class March 31, 2000
-----------------
<S> <C>
Ordinary Shares 103,526,440
American Depositary Shares 2,755,369
</TABLE>
--------------------------
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Indicated by check mark which financial statement item the registrant has
elected to follow.
Item 17 |_| Item 18 |X|
In this document, Eidos plc is referred to as the "Company" and the Company and
its consolidated subsidiaries are together referred to as "Eidos" or the
"Group". Also, sales and operating revenue is referred to as "sales" in the
narrative description except in Consolidated Financial Statements.
As of March 31, 2000, the Company had 11 principal consolidated subsidiaries.
It has applied the equity accounting method in respect to its affiliated
companies. On June 20, 2000, the Noon Buying Rate was $1.51 for each L1.
Cautionary Statement With Respect to Forward-Looking Statements
Statements made in this annual report with respect to Eidos' plans, strategies
and beliefs and other statements which are not historical facts are forward-
looking statements which involve risks and uncertainties because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements,
including without limitation, general economic conditions in Eidos' markets,
particularly levels of consumer spending; exchange rates, particularly between
sterling and the U.S. dollar, in which Eidos makes significant sales; and
Eidos' ability to continue to win acceptance of its products, which are offered
in highly competitive markets characterized by continual new product
introductions, rapid developments in technology and subjective and changing
consumer preferences (particularly in the entertainment business); and those
factors identified under "Item 1 -- Description of Business -- Risk Factors".
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<PAGE>
TABLE OF CONTENTS
Page
Part I Item 1 Description of Business 3
General 3
Industry Background 3
Products 5
Interactive Software Development 5
Research and Development 8
Distribution 8
Marketing and Sales 9
Manufacturing 10
Principal Subsidiaries of the Company 10
Risk Factors 11
Item 2 Description of Property 18
Item 3 Legal Proceedings 19
Item 4 Control of Registrant 20
Item 5 Nature of Trading Market 21
Item 6 Exchange Controls and Other Limitations Affecting
Security Holders 22
Item 7 Taxation 23
Item 8 Selected Financial Data 27
Item 9 Management's Discussion and Analysis of
Financial Condition and Results of Operations 31
Item 9A Quantitative and Qualitative Disclosures About
Market Risk 42
Item 10 Directors and Officers of the Registrant 44
Item 11 Compensation of Directors and Executive Officers 47
Item 12 Options to Purchase Securities from Registrant or
Subsidiaries 49
Item 13 Interest of Management in Certain Transactions 51
Part III Item 15 Defaults Upon Senior Securities 52
Item 16 Changes in Securities and Changes in Security for
Registered Securities and Use of Proceeds 53
Part IV Item 18 Financial Statements 54
Item 19 Financial Statements and Exhibits 54
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Note: Omitted items are inapplicable
2
<PAGE>
PART I
ITEM 1 --- DESCRIPTION OF BUSINESS
General
Eidos develops and publishes interactive software products. Eidos has built a
group of over 600 employees, which includes a development resource of over 300
employees. In addition, Eidos has development arrangements with an additional
nineteen companies (in seven of which Eidos has a minority shareholding).
Through its acquisitions, Eidos has established a diversified interactive
software portfolio that includes many popular multimedia personal computer
("PC CD") and dedicated console titles. Eidos and its collaborative partners
are currently developing over forty titles for primary platforms: the PC CD and
Sony PlayStation (including ten for the PlayStation 2) and eleven titles for
Dreamcast and Gameboy Color. It is anticipated that a number of these titles
will also be suitable for next generation consoles such as Microsoft X-Box and
Nintendo Dolphin. Eidos has built a substantial and growing library of
proprietary technologies for use in software development, including 3D models,
texture maps, development tools and game engines that Eidos believes provide it
with a competitive advantage in the growing interactive software market.
Eidos expects that it will obtain future software products through internal and
external development groups and by acquiring additional products, technologies
and development groups. Eidos' substantial portfolio of owned and licensed
software titles has allowed it to establish brand recognition through the sale
of titles such as Tomb Raider, Fighting Force, Commandos and Championship
Manager. Eidos' Tomb Raider titles have sold in excess of 23 million units
since the release of Tomb Raider in November 1996. Eidos currently publishes
products in the major interactive software genres: action, strategy, role
playing, sports and resource management and has products in development in each
of these genres.
Eidos believes that the best interactive software products are produced by
smaller independent development groups. Accordingly, Eidos operates its
internal development groups as autonomous development studios. Each internal
studio is allowed wide creative freedom and receives compensation based in part
upon the success of the titles it produces. Each internal studio, however,
remains subject to the ultimate supervision of the centralized Eidos Publishing
Committee and is generally supported by Eidos' central administrative and
technology resources. Eidos seeks to expand its access to talented developers
and high quality interactive software products by establishing long-term
relationships with independent development groups. Eidos generally extends its
decentralized development, centralized support model to these external
developers. In pursuing relationships with independent development groups,
Eidos may seek a minority interest, outright acquisition, multiple title
publishing arrangements and/or licensing of finished products for distribution
in one or more territories.
Eidos' strategy of building up long-term relationships allows internal and
external development groups to establish a growing library of proprietary
technologies. These technologies enable development groups to focus on the
creation of imaginative content rather than technology, leading to the
efficient development of quality products with complex graphics, fluid
animation and compelling game play.
At March 31, 2000, Eidos had 605 employees (excluding employees from associated
companies), of which 325 were based in the United Kingdom, 183 were based in
the United States and 97 were based in Continental Europe and Asia.
Industry Background
In the early 1980s, the Atari Corporation pioneered the interactive software
industry with the introduction of dedicated consoles. The industry has gone
through many generations of hardware since then. The current generation of
hardware may be separated into two categories:
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PC CDs and dedicated consoles such as the Sony PlayStation ("PlayStation" or
"PSX"), Sega Dreamcast ("Dreamcast"), Nintendo 64 and Gameboy Color.
PCs are personal computers that are equipped with a CD-ROM drive and sound
enhancement cards that enable the computer to operate sophisticated CD-ROM
based software with stereo sound. Due to the market dominance of Windows and
MS-DOS based computers, the term PC is generally accepted as referring only to
the Windows and MS-DOS based computers.
The dedicated console market has evolved from the original Atari products of
the early 1980s to the 8-bit Nintendo Entertainment System, released in 1985,
to the 32-bit PlayStation, the 64-bit Nintendo 64 and 128-bit Dreamcast.
Traditionally, each successive generation of hardware has offered enhanced
performance and features, and has displaced prior generation consoles.
Consequently, each successive generation of hardware drives new demand for the
compatible software. The adoption rate of the 32-bit PlayStation has been
comparable with that of the highly successful 8-bit and 16-bit platforms.
Unlike Nintendo's current cartridge-based console (the Nintendo 64), the PC CD,
Dreamcast and PlayStation all utilize CD-ROMs as their primary delivery medium.
Cartridges have to be ordered exclusively from the console manufacturer and
must be paid for months in advance of sale. If a product does not sell as
expected, the software publisher loses its up-front investment. If the software
sells better than expected, the publisher frequently is unable to manufacture
additional cartridges to meet promptly time-sensitive demand for the product.
For example, in the 16-bit market, sales of 16-bit cartridge-based software
declined more rapidly than anticipated and publishers with a significant
presence in this market have been forced to write off excess inventory and
capitalized development costs. In contrast, CD-ROMs can be ordered in
relatively small quantities and with generally quick turn-around times,
providing significant improvements in asset management and reduced exposure to
inventory write-down. Consequently, while Eidos has several titles in
development which are suitable for Nintendo 64, it will exercise great caution
in determining which of these titles will be published on that platform.
The rapid technological advances in PC CDs and dedicated consoles have
significantly changed the look and feel of interactive software as well as the
software development process. Software is no longer limited to low-resolution,
two-dimensional environments. Increased storage capacity and processing power
allow for data-intensive, mathematically complex, high-resolution
3-D environments. Given the greater technological complexity in developing
interactive software, the development process can be lengthy and expensive,
particularly for newer market entrants who do not already have a significant
amount of reusable technology assets available to them such as models, texture
maps and game engines. Reusable technology assets not only facilitate
development of subsequent titles, but also facilitate porting products from one
platform to another.
The recent release of Dreamcast further reinforces this strategy as the console
is based on high end PC specifications and delivers graphics previously only
available on expensive PCs.
Following development of a title, developers and publishers face additional
hurdles to releasing a successful interactive software title. Competition for
shelf space in the primary retail outlets is intense. Retailers attempt to
increase the likelihood of quick product turns by dealing with companies that
have proven track records of producing successful titles and a broad product
line. Large product lines enable publishers to be responsive to retailers'
requests to replace slow-moving products with new product offerings. Eidos
believes that publishers with a large selection of products are often able to
secure valuable shelf space on terms that are more favorable than those
available to smaller competitors.
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The World Wide Web (the "Web") constitutes a new platform with a unique
distribution model. Current uses of the Web include game play, feedback,
technical support, marketing and distribution. Currently, the principal
revenue-generating Web-based game play is through multi-player games, access to
which is via companies providing "game-matching" facilities. These facilities
utilize games software which is generally technically limited to a maximum of
16 players. However, games may be designed for use exclusively via the Web
(using client-server architecture) where the number of players can be greatly
expanded, potentially to hundreds of simultaneous players ("Web-based games").
If and when issues relating to the Web, such as bandwidth constraints, costs,
network latency and the lack of a clear revenue model are resolved, Eidos
believes that the focus on development of products exclusively for use on the
Web will increase.
Products
Eidos publishes interactive software, including titles such as the Tomb Raider
series, Fighting Force, Commandos and Championship Manager, each of which has
sold over 350,000 units. Eidos' Tomb Raider franchise has sold in excess of 23
million units since its release in November 1996.
Eidos currently publishes products in five major interactive software genres:
action, strategy, role playing, sports and resource management. Strategy, role
playing and resource management titles tend to be published for PC CD, while
the action and sports titles are published primarily for PlayStation. The
determination of the number of titles published within each genre is influenced
by the estimated product lives within the genres. Sales of action, role playing
and sports titles are usually highest in the first month of release and
generally become insignificant after six months. However, strategy, simulation
and resource management titles may have consistent sales throughout the course
of a year or more. Eidos strives to keep a balance of products in each genre to
ensure that quality product is always on the shelves.
Eidos obtains its products from four main sources:
(i) internal development studios;
(ii) external development groups in which Eidos has an equity stake and which
develop products in collaboration with Eidos;
(iii) external development groups that are wholly independent of Eidos, but
that develop products in collaboration with Eidos; and
(iv) external development groups from whom Eidos licenses completed products
for distribution in limited territories, generally Europe.
Eidos believes that Web-based games may represent a significant area of future
growth. It believes that the ability to play games for free on the Internet has
become increasingly attractive.
While Eidos believes that based on its catalog of products and its proprietary
technology, it will be able to respond adequately when a viable technological
and economic model emerges for Web-based games, no assurance can be given that
this will in fact be the case. See "Description of Business --- Risk Factors
--- Dependence on New Products," " --- Reliance on Third-Party Software
Developers and Publishers" and " --- Reliance on Sony".
Interactive Software Development
Eidos uses a combination of internal studios and external development groups to
develop its products. When working with external developers, Eidos seeks to
establish long-term relationships that give the Group marketing rights to
products in development, as well as rights to future products. In certain
cases, however, Eidos may license publishing rights to specific completed
products.
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Development Process
Development of Eidos' interactive software products is managed by its
Publishing Committee, comprising members of senior management with input from
developers and producers. Concepts that originate from in-house development
studios and external development groups, as well as from members of the
Publishing Committee, are considered by the Publishing Committee for technical
feasibility, product quality, consumer appeal, product mix among the various
genres, fit with Eidos' product line and consistency of concept with the
submitting studio's capabilities. Following selection of a product, a producer
is assigned to oversee the project and the relevant development group prepares
a design of the game and play-flow, establishes play strategies and diagrams
and develops game storyboards and key characters. The research and development
time associated with the development and/or modification of technology is
factored into the final design document and a development budget is calculated.
Once the final design document and budget are approved by the Publishing
Committee, Eidos begins funding development of the product.
Both internal and external products are generally funded against milestones. In
each case the milestone deliverables are reviewed by the product's producer
and, in some cases, by the Publishing Committee. Eidos generally has the right
to terminate the development of any product and further payment if it
reasonably determines that the milestones are not met. Upon termination of a
product being developed by an internal development studio, the development
resources are usually allocated to an alternative project.
Technology
The software products for the PC CD, PlayStation, Dreamcast and PlayStation 2
are composed of graphics and an engine that drives the graphics. A software
engine may instruct the computer to display a graphical depiction of a
character on the screen and when a button is pushed make the character perform
an action under user control. These graphical depictions are called models.
Models are constructed as wire mesh shapes composed of hundreds or thousands of
polygons. The developer will then create a texture to place over the model to
make it appear as a solid object. These textures, called texture maps, may be
created to look like wood, marble, skin, hair or any other conceivable surface.
The computer will then render the texture map onto the model. Each of the
components of the game, including the engines, the models and the texture maps,
may be reused.
Eidos believes that Artificial Intelligence ("AI") is becoming increasingly
important in interactive software, especially in strategy and role playing
games. Eidos' aim is to direct research into AI in such a manner that the
results can be applied to numerous future products. Eidos' intended
implementations of AI include neural networks, which are intended to simulate
human playing characteristics and to be capable of learning a variety of
playing styles, and applications include character modeling, which seeks to
emulate human-like memory and the ability to reason, plan courses of action and
interpret and predict the actions of others.
Internal Development Studios
With approximately 300 development employees as at March 31, 2000, Eidos
believes that its internal development studios constitute one of the largest
internal development staffs engaged in interactive software development. The
internal development studios are:
Core Design: Core Design has developed and published such hit products as
Thunderhawk 1 and 2, ShellShock and Fighting Force. Core Design developed Tomb
Raider, Tomb Raider 2 and 3 and Tomb Raider: The Last Revelation which have
sold over 23 million units since November 1996. Core Design's development
efforts are focused on products for dedicated consoles. See "Interest of
Management in Certain Transactions".
Crystal Dynamics: As Eidos Interactive's Menlo Park based entertainment
software studio, Crystal Dynamics focuses on the development and marketing of
top-quality game software.
6
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Founded in 1992, the company was one of the first to develop and publish a 32-
bit console-format video game in 1993, The company's emphasis remains on
developing products for the Sony PlayStation, PC CD and Dreamcast platforms.
During the year Legacy of Kain: Soul Reaver (PlayStation , PC CD and Dreamcast)
was released and achieved sales in excess of 1.2 million units.
Other Development Groups
Eidos has entered into long-term relationships with various external
development groups which are not wholly-owned by Eidos. Eidos' principal
external development relationships are as follows:
Ion Storm: Eidos has entered into a multi-title development agreement with Ion
Storm, whose founders include John Romero, the co-creator and designer of Doom,
Doom II and Quake. Ion Storm has recently released its first major title,
Daikatana, and are currently completing Anachronox, and Deus Ex. Eidos acquired
51% of Ion Storm during the year.
Pyro Studios SL: Eidos acquired a minority stake in Spanish developer, Pyro
Studios during the year. They are currently working on a sequel to the hugely
successful Commandos: Behind Enemy Lines, which was released in the summer of
1998 and sold over 700,000 units, in addition to two other games.
Hothouse Studios Limited: Hothouse Studios' principals were involved in the
development of such hits as Transport Tycoon, Grand Prix, B-17 and UFO. The
first title from Hothouse, Gangsters, was released in December 1998 and has
sold over 300,000 units. Hothouse are currently working on the sequel to
Gangsters. Eidos has a minority equity interest in Hothouse Holdings Limited,
the parent company.
Innerloop Technologies AS: Eidos has a minority equity interest in Innerloop,
which is in the process of developing an action adventure game, currently
entitled I'm Going ln. The Innerloop principals were involved in the
development of FX Skiing, Impact Racing, Casper, Pocahontas, Dragonheart and
NBA Hangtime.
Sports Interactive Limited: Eidos has a minority equity interest in Sports
Interactive. Sports Interactive's principal was involved in the development of
Championship Manager, a popular soccer management game, and Championship
Manager 2 and 3. During the year a season update of Championship Manager 3 was
released. Eidos has recently acquired the rights to two further updates and
Championship Manager 4.
Silicon Dreams: Silicon Dreams is responsible for developing a line of soccer
products based on the critically acclaimed World League Soccer engine. In March
2000 they released a further Champions League soccer game (the original one was
released in March 1999). Eidos has a minority equity interest in Silicon
Dreams.
Mucky Foot: Mucky Foot is a highly experienced group of ex-Bullfrog developers
who have completed 3-D action adventure game, Urban Chaos, during the year.
They are currently working on Startopia, a PC strategy title and prototypes for
new products.
Kronos Digital Entertainment: Eidos has a minority interest in Kronos Digital
Entertainment who developed the action/adventure game for the PlayStation, Fear
Effect. This was released successfully in the year.
Eidos oversees the development of products by these groups in a manner similar
to that applied to the internal studios. Each product is funded against
milestones, which are approved by a producer and the Publishing Committee. The
groups have access to technology and creative input on an as-needed basis. As
with internal development, Eidos generally has the right to terminate the
development of any product for failure to meet milestones. See "Description of
Business --- Risk Factors --- Reliance on Third-Party Software Developers and
Publishers".
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Research and Development
During the three financial periods ended March 31, 1998, 1999 and 2000 the
Group has invested an aggregate of just under L120 million (including
employment costs) on research and development into its video compression
technology and on developing computer and video games. Such investments were
made principally in the United Kingdom and consisted mainly of salaries and
related employment costs incurred in the development of video compression
technology and computer and video games. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
Eidos Technologies: Eidos Technologies granted a licence over certain of its
video compression intellectual property to Forbidden Technologies plc. In
return, Eidos will receive a royalty stream on Forbidden Technologies' products
which incorporate the technology licenced.
Eidosnet: Eidos' own Internet Service Provider, Eidosnet was launched during
the year ended March 31, 1999 as part of a co-ordinated strategy of developing
on-line gaming.
Eidopt AS: In December 1997 Eidos entered into a joint venture agreement with
Opticom ASA. The purpose of the joint venture, Eidopt AS, is to develop and
subsequently to exploit commercially a prototype device, based upon Opticom's
storage and processing technologies, which can be used to store and operate
computer games software. In November 1999 Eidopt granted a licence to Intel
Corp. to design, develop and manufacture devices to read and write storage
media based on its technology within the games market.
Distribution
Interactive Software Products
Eidos currently sells its interactive software products in over fifty countries
and in up to eight languages. In fiscal 2000, sales in the United Kingdom,
North America, Continental Europe and the rest of the World accounted for
approximately 21%, 33%, 40% and 6% of net revenues, respectively. At March 31,
2000 the Company's marketing and sales staff included 191 employees working
from offices in London, Birmingham, Paris, Hamburg, San Francisco, Palo Alto,
Tokyo and Singapore. Refer to pages F-12 to F-16 for the detailed segmental
analysis of revenue.
Europe: Eidos distributes its products directly to the major computer software
retailers, discount warehouses and music stores in the United Kingdom, France
and Germany. Eidos believes that this direct distribution in the United
Kingdom, France and Germany had a major influence on the increase in each
territory's revenues in prior years. However, Eidos does still rely on
independent distributors to reach the smaller independent retail outlets.
Direct distribution has had a number of positive effects in addition to
increasing revenues: improved communication with customers (retailers), greater
access to the ultimate end user and improved inventory management.
Eidos also believes that the life cycle management of products is an area of
the interactive software market not yet fully exploited. Accordingly, in March
1998 the Premier range was launched; this is a budget/mid price range which
offers customers the opportunity to purchase high quality catalog titles at a
lower price point. The range is repackaged and is restricted to quality titles,
originally released by Eidos and selected other publishers.
This constant management of each title through its various price points allows
Eidos to recoup development costs over a longer period, whilst offering
alternative distribution avenues for products which may not be appropriately
priced at the high end of the market. See "Description of Business --- Risk
Factors --- Evolving Distribution Channels".
North America: North American sales of Eidos' PC-based games are primarily
handled through Strategic Marketing Partners ("SMP"), one of the largest
software representatives in the industry. Through SMP, Eidos also receives
merchandising support, market feedback, support of retail channels and access
to market penetration information. Console games are sold in North
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America through nine regional sales representative groups. Based on the
variable nature of costs in the industry, Eidos periodically assesses the
continuation of these relationships.
Marketing and Sales
Eidos targets the retail and end-user communities through a marketing strategy
which includes retail promotions, public relations campaigns, consumer
advertising, web-based marketing and direct marketing.
Retail Promotion
Once development of a product has commenced, Eidos begins to send product
information to major industry buyers and selected retail store managers. The
mailings include game descriptions, preliminary pricing information, ordering
information, product merchandise and available press coverage. As the product
nears completion the content and frequency of the mailings become more focused,
culminating with the "launch" mailing which is designed to secure significant
sales at product launch. Eidos also carries out "co-operative" marketing
campaigns with major retailers to improve store presence and participate in the
retailer's own advertising. See "Description of Business --- Risk Factors ---
Dependence on Availability of Adequate Shelf Space".
Public Relations Campaigns
Shortly after the initial mailings, Eidos commences public relations campaigns
which include personal visits to magazine publishers, trade show appearances,
and weekly and monthly mailings to the video game press, on-line publications,
lifestyle and sports press, national dailies and broadcast media. Depending on
the perceived potential of the product, the process may be repeated a number of
times prior to the product's release. As the launch of the title nears, the
process intensifies. Eidos believes that this repetitive contact results in
continued coverage of the product through the development cycle in different
consumer and retail publications, leading to increased sales and brand equity.
Consumer Advertising
Eidos generally begins a media and in-store consumer advertising campaign two
to three months prior to launch of a product. The type and scale of the
campaign is dictated by the nature of the product being promoted. The
advertising may include: print, television, radio, outdoor, on-line
advertising, cinema advertising, direct mail, co-marketing ventures and
creative packaging. In-store promotions may include videos, window displays,
product signage and/or product demonstrations. Eidos believes that the
collaborative strategy of targeting the consumer with both general media and
in-store campaigns enhances word-of-mouth advertising.
World Wide Web
Eidos' current efforts on the Web are focused on bringing Eidos closer to its
customers. Eidos' Internet Publishing Division maintains and develops the Eidos
web-site. Through provision of technical support at its web-site, Eidos is able
to quickly respond to customer inquiries and post answers to frequently asked
questions. This not only cuts down on the resources required for customer
support, but also enables customers to receive a more immediate response to a
question. By providing demos and samples to stimulate interest in products,
Eidos is able to solicit input from potential consumers regarding the features,
functionality and game play of certain products while Eidos is still in a
position to respond to their suggestions. These postings also provide advanced
notice of products which are currently in development and soon to be released.
Direct marketing
Eidos holds a considerable database of customers built from the return of
warranty cards. The database is used for profiling exercises and segmented
direct marketing campaigns. Campaigns
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are extended via physical mailings and, wherever possible, electronic mailing.
Eidos also participates in direct marketing activities using databases built by
retailers loyalty schemes.
Manufacturing
For each PC CD product, Eidos prepares master software disks, camera-ready user
manuals and collateral materials. Eidos' disk duplication, packaging, printing
of manuals, manufacture of related materials, warehousing, assembly and
shipping are performed by outside vendors. To date, Eidos has not experienced
any material difficulties or delays in the manufacture and assembly of its
products or material returns due to product defects. See "Description of
Business --- Risk Factors --- Manufacturing Risks".
Products for the PlayStation are manufactured exclusively by Sony. Should Sony
be unable to satisfy Eidos' demand for products for any reason, Eidos would be
unable to turn to alternative manufacturers. Any failure by Sony to supply
Eidos with sufficient quantities of products could have a material adverse
effect on the its business, results of operations and financial condition. See
"Description of Business --- Risk Factors --- Reliance on Sony".
Principal Subsidiaries of the Company
The Company is the holding company of the Group. The Company has the following
principal subsidiaries:
<TABLE>
<CAPTION>
Date of incorporation % of share
Name capital held Nature of Business
------------------ ----------------------------- ----------------------------- ----------------------------
<S> <C> <C> <C>
Eidos Interactive Limited...... 03/24/84 100 Developer and publisher of
computer software
Core Design Limited............ 05/13/88 100(1) Developer of computer
software
Eidos Interactive, Inc......... 08/15/92 100(1) Developer and publisher of
computer software
Crystal Dynamics, Inc.......... 07/08/92 100(1) Developer of computer
software
Eidos Interactive France SARL.. 12/10/85 100(1) Publisher of computer
software
Eidos Interactive (Deutschland) 02/08/96 100(1) Publisher of computer
GmbH........................... software
Eidos Interactive KK........... 07/30/98 100 Publisher of computer
software
Eidos Interactive Pte Limited.. 11/17/98 100 Publisher of computer
software
Eidos Technologies Limited..... 07/20/89 100 Developer of computer
software
Glassworks Productions Limited. 11/14/95 85 Post production video
editing
Eidoscope Limited.............. 11/12/96 100 Internet publishing
</TABLE>
With the exception of the companies marked(1), the share capital of the above
companies is held directly by the Company.
The registered office of Eidos Interactive Limited and Eidos Technologies
Limited is Wimbledon Bridge House, 1 Hartfield Road, Wimbledon, London SW19
3RU. The registered office of Core Design Limited is 2 Roundhouse Road, Pride
Park, Derby DE24 8JE. The registered office of Eidoscope Limited and Glassworks
Productions Limited is 6th Floor, Aldwych House, 81 Aldwych, London WC2B 4RP.
The registered office of Eidos Interactive, Inc. is 651 Brannan Street,
4th Floor, San Francisco, California 94107. The registered office of Crystal
Dynamics is 2468 Embarcadero Way, Palo Alto, California. The registered office
of Eidos Interactive France SARL is 8th Floor, 6
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Boulevard du General Leclerc, 92115 Clichy, France. The registered office of
Eidos Interactive (Deutschland) GmbH is Grosse Elbstrasse 145d, 22767, Hamburg,
Germany. The registered office of Eidos Interactive KK is Etsuzan LK Building
4F, 1-10-4, Hiroo, Shibuya-Ku, Tokyo 150-0012, Japan. The registered office of
Eidos Interactive Pte Limited is 15b Circular Road, Singapore 049371.
Eidos Interactive, Inc. and Crystal Dynamics, Inc., are incorporated and
operate in the United States. Eidos Interactive France SARL, is incorporated,
registered and operates in France. Eidos Interactive (Deutschland) GmbH, is
incorporated, registered and operates in Germany. Eidos Interactive KK is
incorporated and operates in Japan and Eidos Interactive Pte Limited is
incorporated and operates in Singapore. All the other companies listed are
incorporated, registered and operate in England and Wales.
Risk Factors
The statements contained in or incorporated into this Report that are not
historic facts are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in or implied by forward-looking statements. Factors that could cause
or contribute to such differences include those discussed below, as well as
those discussed elsewhere in this Report. In addition to the other information
contained and incorporated by reference in this Report, the following risk
factors should be considered carefully in evaluating the Group and its
business.
Integration of Acquisitions
The Group has experienced rapid growth through the acquisition of several
software publishers and developers. The Group intends to continue to evaluate
potential acquisitions of, or investments in, software publishers and
developers, which the Group believes will complement or enhance its existing
business. In connection with any future acquisitions or strategic investments,
the Group may incur debt or issue debt or equity securities depending on market
conditions and other factors. There can be no assurance that the Group will
consummate any acquisition in the future or, if consummated, that any such
acquisition will ultimately be beneficial to the Group.
The integration of acquired companies is typically difficult, time consuming
and subject to a number of inherent risks. In particular, in the case of
interactive software development enterprises, the success of acquisitions is
dependent upon the integration and retention of existing employees. There can
be no assurance that employees of an acquired enterprise, particularly those
responsible for software development, will remain with the Group after an
acquisition. The success of acquisitions will also be dependent upon the
Group's ability to fully integrate the management information and accounting
systems and procedures of acquired companies with those of the Group. The
Group's management will be required to devote substantial time and attention to
the integration of these businesses and to any material operational or
financial problems arising as a result of the acquisitions. There can be no
assurance that operational or financial problems will not occur as a result of
any acquisition. Failure to effectively integrate acquired businesses could
have a material adverse effect on the Group's business, results of operations
and financial condition.
Dependence on New Product Introductions; Product Delays
The Group's success depends on the timely introduction of new products to
replace declining revenues from older products. The bulk of revenues generated
from interactive software products is generally realized in the first few
months following release. Few interactive software products achieve sustained
market acceptance. Some of the products released by Eidos over the past
eighteen months have failed to meet the Group's sales expectations. If, for any
reason, revenues from new products fail to replace declining revenues from
existing products, as was the case with Domark in fiscal 1994 and 1995 and
CentreGold in fiscal 1995, the Group's business,
11
<PAGE>
results of operations and financial condition would be adversely affected.
Moreover, because of the hit-driven nature of the interactive software industry
and the inability to predict consumer preferences, the Group's revenues and
financial results may decline on a sequential period-to-period basis following
periods in which a particular Eidos product generates significant revenues. A
significant delay in the introduction of, or the presence of a material defect
in, one or more new products could have a material adverse effect on the
ultimate success of such products and on the Group's business. Furthermore,
because of the boost to revenues typically associated with the initial
shipments of a new product, delaying a product introduction beyond the end of a
fiscal quarter may materially adversely affect operating results for that
quarter. The process of developing software products such as those offered by
Eidos is extremely complex and is expected to become more complex and expensive
in the future as new platforms and technologies are addressed. In the past,
Eidos has experienced significant delays in the introduction of certain new
products and the Group anticipates that there will be similar delays in the
development and introduction of new products in the future. There can be no
assurance that new products will be introduced on schedule, that they will
achieve market acceptance or that they will generate significant revenues.
Product Concentration; Dependence on Hit Products
A key aspect of Eidos' strategy is to focus its development and acquisition
efforts on selected, high quality entertainment software products. Eidos
derives a significant portion of its revenues from a select number of high
quality entertainment software products released each year, and many of these
products have substantial development costs and marketing budgets. Due to this
dependence on a limited number of products, the Group may be adversely affected
if one or more principal entertainment software products fail to achieve
anticipated results.
Eidos' strategy also includes as a key component developing and releasing
products that have franchise value, so that sequels, enhancements and add-on
products can be released over time, thereby extending the life of the property
in the market. While the focus on franchise properties, if successful, results
in extending product life cycles, it also results in the Group depending on a
limited number of titles for its revenues. There can be no assurance that
Eidos' existing franchise titles can continue to be exploited as successfully
as in the past. In addition, new products that Eidos believes will have
potential value as franchise properties may not achieve market acceptance and
therefore may not be a basis for future releases.
Fluctuations in Operating Results; Seasonality
The Group has experienced, and expects to continue to experience, significant
fluctuations in operating results due to a variety of factors including, among
others: (i) the timing and success of product introductions; (ii) the market
acceptance of Eidos' products; (iii) delays in product completion; (iv) order
cancellations; (v) product returns; (vi) projected and actual changes in
platforms; (vii) changes in pricing policies by Eidos and its competitors;
(viii) development and promotional expenses relating to the introduction of new
products or new versions of existing products; (ix) changes in the value of the
pound sterling and U.S. dollar in relation to other currencies and in relation
to each other; and (x) the size and rate of growth of the interactive software
market. In response to competitive pressures, Eidos may take certain pricing or
marketing actions that could materially adversely affect its business, results
of operations and financial condition. Products are generally shipped as orders
are received; accordingly Eidos operates with little backlog. Furthermore, the
interactive software business is highly seasonal. Net revenues are typically
significantly higher during the second half of the Company's financial year,
due primarily to the increased demand for interactive software products during
the year-end holiday buying season. Net revenues in other periods are generally
lower and vary significantly as a result of new product introductions and other
factors. As a very significant percentage of Eidos' total sales arise in the
second half, it has limited ability to compensate for shortfalls in second half
sales by changes in its operations or strategies in the first half. The Group's
expense levels are based, in part, on its expectations regarding future sales,
and, as a
12
<PAGE>
result, operating results would be disproportionately and adversely affected by
a decrease in sales or a failure to meet its sales expectations.
Changing Product Platforms and Formats
Eidos must continually anticipate the emergence of, and adapt its products to,
new technologies and popular platforms for consumer software. The introduction
of new technologies could render some of Eidos' existing products obsolete or
unmarketable. The development cycle for products for new platforms or formats
may be significantly longer than Eidos' current development cycle. If Eidos
chooses not to develop for a platform that achieves significant market success,
its revenue growth may be adversely affected. Eidos is currently developing
products mainly for Sony PlayStation and PCs. Eidos is also developing products
for Playstation 2, Dreamcast and Gameboy Color. Eidos is no longer developing
products for the Sega Saturn or Nintendo 64. There can be no assurance that
Eidos has chosen to support the platforms that will be successful.
Evolving Distribution Channels
Eidos distributes its products directly to major computer software retailers,
discount warehouses and music stores in the United Kingdom, United States,
Germany and France. There can be no assurance that it will be successful in
distributing its products, that the costs associated with developing and
maintaining a direct distribution operation in these markets will not exceed
the amounts previously paid to distributors or that it will not experience
other material problems in performing distribution operations. Any of the
foregoing events could have a material adverse effect on the business, results
of operations and financial condition of the Group.
Dependence on Availability of Adequate Shelf Space
Retailers of Eidos' products typically have a limited amount of shelf space and
promotional resources, and there is intense competition among interactive
software producers for such shelf space and promotional support. To the extent
that the number of interactive software products or hardware platforms
increases, the competition for shelf space may intensify. Due to increased
competition for limited shelf space, retailers and distributors are
increasingly in a better position to negotiate favorable terms of sale,
including price discounts and product return policies. In the United States,
retailers often require software publishers to pay fees in exchange for
preferred shelf space. Eidos' products constitute a relatively small percentage
of its retailers' sales volumes, and there can be no assurance that retailers
will continue to purchase Eidos' products or provide the its products adequate
levels of shelf space and promotional support on acceptable terms. If Eidos is
not able to obtain adequate shelf space and promotional support, sales of
Eidos' products and the Group's business, results of operations and financial
condition could be materially adversely affected.
Reliance on Third-Party Software Developers and Publishers
Products published by Eidos include those which have been either developed
specifically for Eidos by independent software developers or developed by such
parties or other publishers and licensed to Eidos as completed products. Due
primarily to increased competition among publishers for interactive software
programs, the size of advances and guaranteed royalties paid to independent
developers has increased and may continue to increase. There can be no
assurance that products developed for Eidos will be completed on time, if at
all. Moreover, there can be no assurance that third-party products developed
for or licensed to Eidos will generate sufficient revenues to cover the amount
of any advances or guarantees. Eidos' product development efforts depend, in
part, on its continued ability to obtain and renew product license or
development agreements. As independent developers are in high demand, there can
be no assurance that Eidos will continue to attract high quality independent
developers, including those who have developed products for Eidos in the past.
Failure to obtain or renew agreements with independent developers or
publishers, or the termination of existing or future agreements
13
<PAGE>
with such parties, could adversely affect the Group's business, results of
operations and financial condition.
Reliance on Key Personnel
The continued success of Eidos depends, to a significant extent, upon the
performance and contribution of its senior management and its ability to
continue to attract, motivate and retain highly qualified employees. The loss
of the services of any of the Group's senior management could have a material
adverse effect on the Group's business, results of operations and financial
condition. Competition for highly skilled employees with product development,
sales, technical, management and other specialized training is intense, and
there can be no assurance that Eidos will be successful in attracting and
retaining such personnel. In addition, while the Group has entered into
employment agreements and other compensatory arrangements with certain key
employees, there can be no assurance that such employees will not leave the
Group. Eidos' failure to attract additional qualified employees or to retain
the services of key personnel could materially adversely affect the Group's
business, results of operations and financial condition.
Competition
The market for Eidos' interactive products is highly competitive and is
characterized by rapidly changing technology, evolving industry standards and
frequent new product introductions. A number of competitors offer products that
compete with one or more of Eidos' products. Eidos' competitors include Sony
Corporation ("Sony"), Nintendo, Sega, Microsoft Corporation, Electronic Arts,
Inc., Activision, Inc., Acclaim Entertainment, Inc, Infogrames Entertainment
SA, and a number of other companies. Principal competitive factors in the
market for consumer software include quality of the product, technological
innovation, breadth of product line, quality of game play, price, access to
retail shelf space, frequency of new product introductions and marketing
support. Some of Eidos' competitors have greater financial, technical,
marketing, sales and customer support resources, as well as greater name
recognition and larger customer bases than Eidos. Competitors, including those
named above, may form strategic or cooperative relationships, which could
present even more formidable competition to Eidos than such entities acting
alone. To the extent that competitors achieve price, shelf access, product
selection, marketing support, distribution or other selling advantages, Eidos
could be adversely affected. There can be no assurance that Eidos will have the
resources required to respond to market or technological changes, that Eidos
will be able to compete successfully with current or future competitors or that
competitive pressures faced by Eidos will not materially adversely affect its
business, results of operations and financial condition.
The market is also extremely competitive with respect to access to development
groups and content providers. Eidos believes that access to a sufficient number
of high quality, proven development groups and sufficient content will be a
significant competitive factor in the interactive software market. Only a
limited number of people and organizations are capable of creating high quality
interactive software products. Competition for these resources is intense and
is expected to increase, and there can be no assurance that the Group will be
able to identify or effectively compete for products from the limited number of
development groups.
Risks Associated with International Operations; Currency Fluctuations
Currently, Eidos' products and services are marketed in over 35 countries,
covering primarily Europe and the U.S.. Sales of Eidos' products in such
markets are subject to risks inherent in international business activities,
including general economic conditions in each country, overlapping of differing
tax structures, managing an organization spread over various jurisdictions,
unexpected changes in regulatory requirements, complying with a variety of
foreign laws and regulations and varying accounts receivable cycles.
The Company publishes its consolidated financial statements in pounds sterling.
A significant portion of the Group's assets and net revenues are generated in
foreign currencies, primarily
14
<PAGE>
French francs, German marks, Euros and U.S. dollars. In translating the results
of its overseas operations the Group is subject to fluctuations in the exchange
rates between pound sterling and the overseas currency. Accordingly,
depreciation in the weighted average value of the overseas currency against
pound sterling could decrease reported revenues and appreciation in the
weighted average value of the overseas currency against pound sterling could
increase reported revenues. As a result of the foregoing, results of operations
can be expected to fluctuate significantly from period to period.
In the year ended March 31, 1997, the Group incurred exchange losses (under
U.K. GAAP) of L1.8 million, due to the appreciation of the pound during the
period. The Group takes steps to hedge its foreign currency exposure and in the
year ended March 31, 2000 the net exchange losses (under U.K. GAAP) were L0.5
million (gains of L0.5 million taken to income offset by losses of L1.0 million
taken to reserves). However no assurance can be given that the Group will not
incur losses similar to those in fiscal 1997 in future periods.
Risk of Software Errors or Failures
Software products as complex as those offered by Eidos may contain undetected
errors when first introduced or when new versions are released. Eidos has in
the past discovered software errors in certain of its product offerings after
their introduction and has experienced delays or lost revenues during the
period required to correct those errors. In particular, the PC hardware
environment is characterized by a wide variety of non-standard peripherals
(such as sound cards and graphics cards) and configurations that make pre-
release testing for programming or compatibility errors very difficult. Eidos
has experienced delays and significant technical support expenses in the past.
There can be no assurance that, despite testing by Eidos, programming or
compatibility errors will not be found in new products or releases after
commencement of commercial shipments. Any such errors could result in the loss
of or delay in achieving market acceptance, which could have a material adverse
effect on the Group's business, results of operations and financial condition.
Intellectual Property and Proprietary Rights
Eidos relies primarily on a combination of patent, copyright, trademark and
trade secret laws, employee and third party non-disclosure and non-competition
agreements and other methods to protect its proprietary rights. Although the
Group is not currently the subject of any intellectual property litigation
which would have a material effect on the Group, there has been substantial
litigation regarding copyright, trademark and other intellectual property
rights involving computer software companies. There can be no assurance that
third parties will not assert infringement claims in the future with respect to
current or future products of Eidos. Any claims or litigation, with or without
merit, could be costly and could require a significant amount of management's
attention and result in adverse determinations, each of which could have a
material adverse effect on the Group's business, results of operations and
financial condition. Policing unauthorized use of the Group's products and
trademarks is difficult and, while Eidos is unable to determine the extent to
which infringement of its proprietary products and marks, software piracy and
trademark infringement can be expected to be persistent problems. In selling
its products, Eidos relies primarily on "shrink wrap" licenses that are not
signed by licensees and, therefore, may be unenforceable under the laws of
certain jurisdictions. Furthermore, the Group enters into transactions in
certain countries where intellectual property laws are not well developed or
are poorly enforced. Legal protection of the Group's rights may be ineffective
in such countries.
Manufacturing Risks
The manufacturing of the Group's interactive software products involves
duplicating software onto CD-ROM disks, printing user manuals, product
packaging and shipping materials, and packaging finished products. Each of the
foregoing activities is performed by third parties in accordance with Eidos'
specifications. While these services are available from multiple parties
15
<PAGE>
and at multiple sites, with respect to PC CD products, there can be no
assurance that any interruption in the manufacture of Eidos' products will not
occur and, if it does occur, that it could be remedied without undue delay and
without materially adversely affecting the Group's business, results of
operations or financial condition. Moreover, Eidos' titles for the PlayStation
and Dreamcast are manufactured exclusively by Sony and Sega respectively.
Should Sony or Sega be unable to satisfy Eidos' demand for products for any
reason, Eidos would be unable to turn to alternative manufacturers. Any failure
by Sony or Sega to supply Eidos with sufficient quantities of products for the
PlayStation or Dreamcast could have a material adverse effect on the Group's
business, results of operations and financial condition.
Reliance on Sony
Eidos publishes products in the United States pursuant to master license
agreements with Sony Computer Entertainment of America, and in Europe and
certain additional territories pursuant to agreements with Sony Computer
Entertainment of Europe. Pursuant to these agreements Eidos is permitted to use
the proprietary information of Sony in connection with the development of
products for Sony's platforms. The agreements with Sony with respect to U.S.
publication and distribution rights expire in March 2003, while the agreements
with respect to publication and distribution rights in Europe and certain
additional territories expire in December 2005.
Although Eidos has successfully negotiated agreements for the publication of
its products in the past, there can be no assurance that it will be able to
obtain publishing rights for all of its products in the future. Further, there
are no provisions for renewal of existing agreements, and there can be no
assurance that, at the end of their current terms, Eidos will be able to
renegotiate its agreements with Sony, or that Eidos will be successful in
negotiating license agreements with developers of new hardware systems. The
termination of any of Eidos' license agreements or the inability to negotiate
agreements with developers of new hardware systems could have a material
adverse effect on the Group's business, results of operations and financial
condition.
Prior to release for manufacturing, Sony has the right to review, evaluate and
approve, under standards established by it, each title for its proprietary
platform and the right to inspect and evaluate all promotional materials in
connection with such title. The inability of the Group to obtain timely
approvals or the rejection by Sony of titles or related promotional materials
could materially adversely affect its future results of operations or result in
quarterly variations in operating results if a product scheduled for release in
any quarter is delayed. There can be no assurance that Sony will approve any
product submitted by Eidos or that the review process of Sony will not result
in unscheduled delays in the introduction of new titles.
European Union Competition Law
Eidos' activities are subject to European Union competition law, including
Article 85 of the Treaty of Rome ("Article 85") which prohibits agreements and
concerted practices which may affect trade between European Union member states
and which have as their object or effect the prevention, restriction or
distortion of competition within the European Union. Provisions in agreements
which prevent, restrict or distort competition within the meaning of Article 85
will, subject to certain exceptions, be void (and in some cases the agreement
itself may be void) and parties to such agreements may be subject to
substantial fines imposed by the European Commission and may be liable to third
parties for claims for damages. Agreements satisfying certain criteria are
exempt from the application of Article 85 by virtue of so-called block
exemptions issued by the European Commission. Agreements not covered by a block
exemption may be notified to the European Commission and may, in appropriate
circumstances, obtain negative clearance or an exemption. There can be no
assurance that one or more of Eidos' collaborative or licensing agreements does
not violate Article 85 or, if such a violation exists, that it would be excused
by a block exemption or eligible for specific clearance or exemption. The
imposition of fines, award of damages, voidance of a whole agreement or
inability to enforce exclusivity of rights due to a breach of Article 85 could
have a material adverse effect on the Group's business, results of operations
and financial position.
16
<PAGE>
Year 2000
Although the Group developed and implemented its Year 2000 strategy at
negligible marginal costs and did not experience any related problems on
January 1, 2000, there can be no assurance that Eidos will not encounter
unexpected Year 2000 compliance problems in the future that may have a
materially adverse effect on the Group's business, results of operations and
financial condition. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations --- Year 2000". Furthermore, there can be no
assurance that the Group will not be materially adversely impacted by Year 2000
issues faced by major distributors, suppliers, customers, vendors and financial
service organizations with which Eidos interacts.
17
<PAGE>
ITEM 2 -- DESCRIPTION OF PROPERTY
The Group maintains an aggregate of approximately 92,455 square feet of office
and commercial studio space in Birmingham, Derby and London, England; in
Hamburg, Germany; in Paris, France, in San Francisco and Palo Alto, California;
in Tokyo, Japan and in Singapore.
Details of the principal establishments of the Eidos Group are as follows:
<TABLE>
<CAPTION>
Approximate Area Occupied
Property Tenure Description (square feet)
------------------------------- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C>
(a) Eidos plc Leasehold 10 years from Office 19,000
Eidos Interactive Limited November 22, 1996
Eidos Technologies Limited
Part 2nd Floor
Wimbledon Bridge House
Hartfield Road
London SW19 3RU
(b) Eidos Interactive Limited
Parts of Ground Floor Leasehold 1 year from May 27, Office 1,800
Units 2/3 Holford Way 1998 thereafter on three
Holford months' notice (Sections 24
Birmingham to 28 Landlord and
Tenant Act 1954 excluded)
(c) Core Design Limited Leasehold 15 years from Office 12,320
2 Roundhouse Road October 15, 1999
Pride Park
Derby
DE24 8JE
(d) Eidos Interactive, Inc. Leasehold 5 years from May Office 15,000
651 Brannan Street 12, 1997
4th Floor,
San Francisco
California 94107
(e) Eidos Interactive France Leasehold 9 years from Office 3,422
SARL September 21, 1994
8th Floor
6 Boulevard du General Leclerc
Clichy
(f) Eidos Interactive Leasehold 3 years from Office 10,764
(Deutschland) GmbH October 15, 1999
145d Grosse Elbstrasse,
22767 Hamburg
(g) Crystal Dynamics, Inc.
64 Willow Place Leasehold from January 1, Office 26,788
Menlo Park 1999 to
California 94025-3691 March 31, 2007
(h) Eidos Interactive KK
Etsuzan LK Building 4F, Leasehold 2 years from June Office 2,337
1-10-4, Hiroo, 25, 1998
Shibuya-Ku,
Tokyo 150-0012, Japan
(i) Eidos Interactive Pte
Limited
15b Circular Road Leasehold 2 years from June Office 1,024
Singapore 049371 15, 2000
</TABLE>
The principal place of business of each of the above companies is the first
relevant address shown above.
18
<PAGE>
ITEM 3 -- LEGAL PROCEEDINGS
None.
19
<PAGE>
ITEM 4 -- CONTROL OF REGISTRANT
The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Ordinary Shares as at June 20, 2000:
<TABLE>
<CAPTION>
Identity of Person or Percent of
Title of Class Group No. Owned Class
------------------------------- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C>
Ordinary Shares of 2p each Directors and Officers of
Eidos 6,336,284 6.1%
</TABLE>
There are no interests of more than 10% in the Company's shares. So far as
Eidos is aware it is not directly or indirectly owned or controlled by another
corporation(s) or by any foreign government nor are there any arrangements
which may at a subsequent date result in a change of control of Eidos.
20
<PAGE>
ITEM 5 -- NATURE OF TRADING MARKET
The Ordinary Shares were included on the Unlisted Securities Market of the
London Stock Exchange from December 1990 until October 1995 when they were
included on the Official List of the London Stock Exchange under the symbol
"EID". On December 20, 1996, 3,000,000 Ordinary (10p) Shares were listed on
Nasdaq in the form of ADSs evidenced by ADRs under the symbol "EIDSY". Morgan
Guaranty Trust Company of New York is the Depositary and transfer agent for the
ADSs.
There was a five for one stock split on January 25, 2000. The prices for the
first quarter of 2000 shown below reflect this stock split (as though it
occurred on January 1, 2000). This split affected both Ordinary Shares and
ADSs.
The following table sets forth, for the periods indicated, the period high and
low middle market quotation for the Ordinary Shares as derived from the London
Stock Exchange Daily Official List.
<TABLE>
<CAPTION>
Price Per Ordinary Share
--------------------------------
High Low
-------------- --------------
<S> <C> <C>
Ordinary 10p shares
Calendar 1998:
2nd Quarter................................. L 12.63 L 7.70
3rd Quarter................................. 8.93 5.88
4th Quarter................................. 9.95 5.55
Calendar 1999:
1st Quarter................................. 20.35 9.40
2nd Quarter................................. 23.69 17.38
3rd Quarter................................. 39.50 21.25
4th Quarter................................. 63.66 38.00
Ordinary 2p shares (after five for one stock
split on January 25, 2000)
Calendar 2000:
1st Quarter................................. 10.87 3.75
</TABLE>
<TABLE>
<CAPTION>
Price Per ADS(1)
--------------------------------
High Low
-------------- --------------
<S> <C> <C>
Calendar 1998:
2nd Quarter................................. $ 20.50 $ 13.00
3rd Quarter................................. 15.00 9.25
4th Quarter................................. 16.63 9.25
Calendar 1999:
1st Quarter................................. 32.44 15.88
2nd Quarter................................. 38.05 28.00
3rd Quarter................................. 64.75 34.60
4th Quarter................................. 102.50 62.60
After five for one stock split on January
25, 2000
Calendar 2000:
1st Quarter................................. 16.35 6.06
</TABLE>
--------
(1) Each ADS represents 1 Ordinary Share
On June 12, 2000, there were 119 registered ADR holders and 3,221,103 ADSs were
outstanding (equivalent to 3,221,103 Ordinary Shares or approximately 3.11% of
the total).
21
<PAGE>
ITEM 6 -- EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
There are currently no U.K. foreign exchange controls or restrictions on the
payment of dividends on the Ordinary Shares or the conduct of the Company's
operations. There are no restrictions under the Company's Memorandum and
Articles of Association or under English law that limit the right of non-
resident or foreign owners by virtue solely of being non-resident or foreign
owners to hold or to vote the Company's Ordinary Shares.
22
<PAGE>
ITEM 7 -- TAXATION
The following is a summary of certain U.K. tax consequences generally
applicable to the acquisition, ownership and disposition by a beneficial owner
of ADSs representing Ordinary Shares and of Ordinary Shares not in ADS form
that is resident in the United States and not resident in the United Kingdom
(a "U.S. Holder") for the purpose of the current double taxation convention
between the United States and the United Kingdom (the "Convention"). The
summary is based on current U.K. tax law as of the date of this document and is
therefore subject to any changes to U.K. tax law. Because the following
discussion is a general summary that does not purport to address all potential
tax consequences for all types of investors. U.S. Holders of ADSs or Ordinary
Shares should consult their own tax advisers as to the particular tax
consequences to them of acquisition, ownership and disposition of the ADSs or
the Ordinary Shares. The following summary of certain U.K. tax considerations
does not address the tax consequences to a U.S. Holder (i) who is a resident
(or in the case of an individual, ordinarily resident) in the United Kingdom
for U.K. tax purposes or (ii) whose holding of Ordinary Shares or ADSs is
effectively connected with a permanent establishment in the United Kingdom
through which such U.S. Holder carries on business activities or, in the case
of an individual, performs independent personal services, with a fixed base
situated therein.
For the purposes of the Convention, U.S. Holders of ADSs will be treated as the
beneficial owners of the underlying Ordinary Shares represented by the ADSs and
evidenced by the ADRs. Accordingly, except as noted, the U.K. tax consequences
discussed below apply equally to U.S Holders of ADSs and Ordinary Shares.
Taxation of Dividends under U.K. Law and Refunds of Tax Credits
Under the provision of the Convention and current UK law, a US holder of
ordinary shares of ADSs who is an individual or a corporate portfolio holder
(which is broadly defined as a shareholder who holds less than 10% of the
voting shares of the Company) is entitled to receive from the UK Inland Revenue
a refund (the "Tax Treaty Payment") of an amount equal to the tax credit in
respect of the dividend minus a withholding tax of 15% of the sum of the cash
dividend plus the tax credit (limited to the tax credit). On the basis of an
L80 dividend (which amount has been selected for illustrative purposes only),
the tax credit related to the dividend would be equal to L8.89 (10% of the sum
of the L80 dividend and the L8.89 tax credit). A US holder who is an individual
or corporate portfolio holder would be entitled to receive a Tax Treaty
Payment, calculated by reducing the L8.89 tax credit by withholding tax of 15%
of the sum of the L80 dividend and the L8.89 tax credit. Accordingly, such US
holder would be entitled to receive any Tax Treaty payment. Thus, using the
example set out above, an L80 dividend will result in the US holder only
receiving L80.
A US holder who is an individual or a corporate portfolio holder who receives
the L80 dividend in the above example should be considered for US federal
income tax purposes to receive a dividend of L88.89 (L80 dividend plus the
L8.89 tax credit) and would include that amount in income. Such US holder also
should be considered to have paid L8.89 of UK tax that, subject to the
applicable limitations, would be creditable against such US holder's US federal
income tax liability.
The aggregate of the dividend paid to a U.S. holder who is an individual or a
corporate portfolio holder and the gross tax credit in respect of it will be
treated as dividend income for U.S. federal income tax purposes to the extent
made from the Company's current or accumulated earnings and profits, as
determined under U.S. federal income tax principles. The amount of any dividend
paid in pounds sterling will equal the U.S. dollar value of the pounds sterling
received calculated by reference to the exchange rate in effect on the day that
the dividend is received by the U.S. holder, in the case of ordinary shares, or
by the Depositary (or its Custodian), in the case of ADSs, regardless of
whether converted into U.S. dollars. Foreign currency exchange gain or loss, if
any, realised in a subsequent sale or other disposition of pounds will be
treated as ordinary income or loss to the U.S. holder.
23
<PAGE>
Dividends received on the ordinary shares of ADSs will generally not be
eligible for the dividends received deduction allowed to U.S. corporations
under Section 245 of the U.S. Internal Revenue Code. However, the withholding
tax will be treated as foreign income tax eligible for credit or deduction
against such U.S. holder's U.S. federal income tax liability at such U.S.
holder's option, subject to applicable limitations. U.S. holders should consult
their tax advisers as to the method of claiming such foreign tax credit or
deduction and compliance with special tax return disclosure requirements that
may apply to U.S. holders who claim the benefit of the foreign tax credit on
such U.S. holder's U.S. federal income tax return.
A U.S. holder will be denied a foreign tax credit (and instead allowed a
deduction) for foreign taxes imposed on a dividend if the U.S. holder has not
held the ordinary shares or ADSs for at least 16 days in the 30-day holding
period beginning 15 days before the ex-dividend date. Any days during which a
U.S. holder has substantially diminished its risk of loss on the ordinary
shares of ADSs are not counted towards meeting the 16-day holding period
required by the statute. A U.S. holder that is under an obligation to make
related payments with respect to the ordinary shares or ADSs (or substantially
similar or related property) also is not entitled to claim a foreign tax credit
with respect to a foreign tax imposed on a dividend.
Under current U.S. Treasury regulations, dividends paid on ordinary shares or
ADSs will not be subject to U.S. backup withholding tax. However, under final
regulations that will be effective for payments after December 31, 2000,
dividends paid on ordinary shares or ADSs to a U.S. holder or to a non-U.S.
holder in the U.S. or through U.S. or U.S.-related persons may be subject to a
31% U.S. backup withholding tax in certain circumstances. In addition, under
both current U.S. Treasury regulations and those scheduled to take effect for
payments after December 31, 2000, the payment of proceeds of a sale, exchange
or redemption of ordinary shares or ADSs to a U.S. holder or non-U.S. holder in
the U.S. or through U.S. or U.S.-related persons may be subject to U.S.
information reporting requirements and/or backup withholding tax.
U.S. holders can avoid the imposition of backup withholding tax by reporting
their tax payer identification number to their broker or paying agent on U.S.
Internal Revenue Service Form W-9. Non-U.S. holders can avoid the imposition of
backup withholding tax by providing a duly completed U.S. Internal Revenue Form
W-8 to their broker or paying agent. Any amounts withheld under the backup
withholding rules from a payment to a holder will be allowed as a refund or a
credit against such holder's U.S. federal income tax liability, provided that
the required returns are filed with U.S. Internal Revenue Service on a timely
basis.
U.K. Taxation of Capital Gains
Generally a U.S. holder who is neither resident nor ordinarily resident for tax
purposes in the U.K. will not be liable for U.K. tax on capital gains realised
or accrued on the sale or other disposal of ordinary shares or ADSs unless, in
the year of assessment in which the gain accrues to such holder, that U.S.
holder carries on a trade in the U.K. through a branch or agency and the
ordinary shares or ADSs are or have been used by, held by, or acquired for use
by or for the purpose of such trade, branch or agency. However, a U.S. holder
who has been resident in the U.K. for at least four years and held ordinary
shares or ADSs at that time may, in certain circumstances, become liable to
U.K. capital gains tax on his return to the U.K. following a disposal of such
ordinary shares or ADSs. Any U.S. holders whose circumstances are such that
they may fall within such provisions are advised to consult their tax adviser.
A U.S. holder who is resident or ordinarily resident for tax purposes in the
U.K., or a U.S. corporation which is resident in the U.K. by reason of being
managed and controlled in the U.K., or a U.S. holder who, or a U.S. corporation
which, is trading in the U.K. through a branch or agency where ordinary shares
or ADSs are or have been acquired, used or held for the purposes of such trade,
branch or agency, may be liable for both U.K. tax and U.S. federal income tax
on a gain on the disposal of the ordinary shares or ADSs. Such U.S. holder
generally will be entitled to offset a credit for U.K. tax against its U.S.
federal income tax liability with respect to such gain.
24
<PAGE>
A U.S. holder of ordinary shares or ADSs will be liable for U.S. federal income
tax on gains realised or accrued on the sale or disposal of ordinary shares or
ADSs to the same extent as on any other gains from sales of shares. Such gain
will be a capital gain if the ordinary shares or ADSs were capital assets in
the hands of such U.S. holder.
U.K. Estate and Gift Tax
U.K. Inheritance Tax ("IHT") is a tax levied at death on the value of an
individual's estate at death plus the value of any gifts made within seven
years of death. It may also apply to certain lifetime transfers or to property
comprised in a trust or settlement. A U.S. domiciliary need only be concerned
about liability for IHT to the extent he is or is deemed to be also a U.K.
domiciliary (or was a U.K. domiciliary at the time he created any trust or
settlement) or otherwise to the limited extent of his U.K. assets. Generally,
an individual who is domiciled in the United Kingdom is liable for IHT on his
worldwide estate. An individual who is domiciled within the United States would
only be subject to IHT on United Kingdom situated assets which would include
shares in a U.K. company. Domicile in the U.K. can arise either as a matter of
general law, because the individual regards the United Kingdom as his permanent
home and intends to remain in the United Kingdom for the rest of his life, or
it can arise through residence in the United Kingdom over a number of years.
Once United Kingdom domicile has been acquired then an individual will be
treated as continuing to be deemed domiciled in the United Kingdom for IHT
purposes for three years after giving up that domicile.
Under the Convention between the United States and the United Kingdom relating
to estate and gift taxes, ADSs or Ordinary Shares held by an individual who is
domiciled for the purpose of the Convention in the United States and is not for
the purposes of the Convention a national of the United Kingdom will not,
provided any applicable U.S. tax is paid, be subject to IHT on the individual's
death or on a gift of the ADSs or the Ordinary Shares during the individual's
lifetime unless the ADSs or the Ordinary Shares form part of the business
property of a permanent establishment of the individual in the United Kingdom
or, in the case of a holder who performed independent personal services,
pertain to a fixed base in the United Kingdom used for the performance of
independent personal services. Where the ADSs or Ordinary Shares have been
placed in trust by a settler who, at the time of settlement, was a U.S. Holder,
the ADSs or Ordinary Shares will generally not be subject to IHT unless the
settler, at the time of settlement, was not domiciled in the United States and
was a United Kingdom national. In the exceptional case where the ADSs or
Ordinary Shares are subject both to IHT and to U.S. Federal gift or estate tax,
the Convention generally provides for tax paid in the United Kingdom to be
credited against tax payable in the United States or for tax paid in the United
States to be credited against tax payable in the United Kingdom based on
priority rules set forth in the Convention.
UK stamp duty and stamp duty reserve tax
Stamp duty is (subject to exceptions for charities) currently payable at the
rate of 1.5% on any instrument transferring ordinary shares to the Custodian of
the Depositary, on the value of such ordinary shares. In accordance with the
terms of the Deposit Agreement relating to the ordinary shares, any tax or duty
payable by the Depositary or the Custodian of the Depositary on future deposits
of ordinary shares will be charged by the Depositary to the party to whom ADSs
are delivered against such deposits.
No UK stamp duty will be payable on transfer of an ADS, provided that the ADS
(and any separate instrument of transfer) is executed and retained at all times
outside the UK. A transfer of an ADS in the US thus will not give rise to UK
stamp duty provided the instrument of transfer is not brought into the UK. A
transfer of an ADS in the UK may attract stamp duty at a rate of 0.5% of the
consideration. Any transfer (which will include a transfer from the Depositary
to an ADS holder) of the ordinary shares, including ordinary shares underlying
an ADS, may result in a stamp duty liability at the rate of 0.5% of the
consideration. There is no charge to ad valorem stamp duty on gifts. On a
transfer of ordinary shares from a nominee to the beneficial owner (the nominee
having at all times held the ordinary shares on behalf of the transferee) under
which no
25
<PAGE>
beneficial interest passes and which is neither on sale, nor arises under or
following a contract of sale, nor is in contemplation of sale, fixed stamp duty
of L5 will be payable.
Stamp duty reserve tax generally at a rate of 0.5% of the consideration is
currently payable on any agreement to transfer ordinary shares or any interest
therein unless: (i) an instrument transferring the ordinary shares is executed;
(ii) stamp duty, generally at a rate of 0.5%, is paid; and (iii) generally the
instrument is stamped on or before the accountable date for stamp duty reserve
tax. The duty will, however, be refundable if within six years the agreement is
completed by an instrument which has been duly stamped, generally at the rate
of 0.5%. Stamp duty reserve tax will not be payable on any agreement to
transfer ADSs.
26
<PAGE>
ITEM 8 -- SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" of the Company and the Consolidated Financial
Statements and Notes included elsewhere in this document.
The selected consolidated financial data presented below for Eidos plc in
accordance with U.K. GAAP for the fifteen months ended March 31, 1996, and the
years ended March 31, 1997, 1998, 1999 and 2000 and at, March 31, 1996, March
31, 1997, March 31, 1998, March 31, 1999 and March 31, 2000 are derived from
the Consolidated Financial Statements audited by the Company's independent
auditors.
The selected consolidated financial data presented below for Eidos plc in
accordance with U.K. GAAP for the three months ended March 31, 1995 and year
ended March 31, 1996 have been derived from unaudited financial statements and,
in the opinion of management, include all adjustments, consisting solely of
normal, recurring adjustments necessary to present fairly the information
contained therein.
The Company prepares its Consolidated Financial Statements in accordance with
U.K. GAAP, which differs in certain material respects from U.S. GAAP. These
differences have a material effect on net income and shareholders' equity and
are described in Note 26 of the Notes to the Consolidated Financial Statements
of the Company. The selected consolidated financial data presented below for
Eidos plc in accordance with U.S. GAAP for the fifteen months ended March 31,
1996 and the year ended March 31, 1997, 1998, 1999 and 2000 and at March 31,
1996, March 31, 1997, March 31, 1998, March 31, 1999 and March 31, 2000 are
derived from audited financial statements, but are unaudited except for the
amounts covered by the reconciliation set forth in Note 26 of the Notes to the
Consolidated Financial Statements of the Company.
In management's opinion, the reconciliation between U.K. GAAP and U.S. GAAP has
been prepared by the Company on a consistent basis from period to period and
includes all adjustments and reclassifications that the Company considers
necessary for a fair presentation of such reconciliation for the periods
presented.
27
<PAGE>
Eidos _ U.K. GAAP
<TABLE>
<CAPTION>
Three Months 15 Months
Consolidated Statement of Ended March Ended March
Operations Data: 31, 31, Year Ended March 31,
------------ ------------ --------------------------------------------------------------------------
In thousands, except per
share data 1995 1996 1996 1997 1998 1999 2000
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Turnover(1)........... 78 3,706 3,628 75,531 137,234 226,284 194,801
Cost of sales......... 12 1,025 1,013 27,989 47,263 81,628 87,908
------------ ------------ ------------ ------------ ------------ ------------ ------------
Gross profit.......... 66 2,681 2,615 47,542 89,971 144,656 106,893
Operating expenses:
Selling and marketing 5 721 716 13,178 23,697 37,096 46,380
Research and development 6 2,561 2,555 26,809 29,898 39,619 47,173
General and administrative 154 2,502 2,348 13,996 16,923 28,771 40,703
------------ ------------ ------------ ------------ ------------ ------------ ------------
Income/(loss) from
operations.......... (99) (3,103) (3,004) (6,441) 19,453 39,170 (27,363)
Income from joint ventures --- --- --- --- --- --- 532
Income/(loss) from sale of
investments or termination
of operations .... --- --- --- 130 (1,852) --- 80,236
Interest income/(expense),
net.................. 3 5 2 (520) (1,094) (1,250) (4,130)
Provision for income taxes --- --- --- (1,450) (5,642) (13,670) (24,072)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net profit/(loss)..... L(96) L(3,098) L(3,002) L(8,281) L10,865 L24,250 L25,203
Earnings/(loss) per
share(3)............. (0.6p) (13.3p) (11.8p) (11.9p) 12.8p 28.3p 25.9p
Diluted earnings/(loss)
per share(3)......... (0.6p) (13.3p) (11.8p) (11.9p) 12.2p 25.0p 23.8p
============ ============ ============ ============ ============ ============ ============
Weighted average number
of shares used to compute
net earnings/(loss) per
share(3)............. 14,195 23,246 25,430 69,606 84,717 85,689 97,222
============ ============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Consolidated Balance Sheet Data: March 31, March 31, March 31, March 31, March 31,
------------ ------------ ------------ ------------ ------------
In thousands 1996 1997 1998 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Working capital..................................... L(1,319) L25,592 L52,074 L53,574 L52,224
Goodwill............................................ --- --- --- 25,939 28,305
Total assets........................................ 5,296 47,438 96,717 155,394 268,648
Long-term liabilities............................... 580 425 29,454 30,813 53
Shareholders' equity................................ 174 30,382 40,936 66,532 126,419
</TABLE>
--------
(1) The results in the periods ended March 31, 1996 and March 31, 1997 reflect
the acquisition of Domark Group Limited in October 1995 and CentreGold plc
in April 1996.
(2) The results for the periods ending March 31, 1996 and March 31, 1997 and
the position as at March 31, 1996 and March 31, 1997 have been restated to
reflect the new accounting policy for software development costs as
discussed in Note 2 on page F-8.
(3) On January 25, 2000 a five for one stock split took place. The earnings
per share and weighted average numbers of shares have been restated to
reflect this change.
28
<PAGE>
Eidos --- U.S. GAAP
<TABLE>
<CAPTION>
Three Months 15 Months
Consolidated Statement of Ended March Ended March
Operations Data: 31, 31, Year Ended March 31,
------------ ------------ --------------------------------------------------------------------------
In thousands, except per
share data 1995 1996 1996 1997 1998 1999 2000
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Turnover(1)............. L78 L3,706 L3,628 L75,531 L137,234 L226,284 L201,677
Cost of sales........... (7) 1,025 1,032 32,311 47,263 81,628 93,310
------------ ------------ ------------ ------------ ------------ ------------ ------------
Gross profit............ 85 2,681 2,596 43,220 89,971 144,656 108,367
Operating expenses:
Selling and
marketing ............. 5 721 716 13,178 23,697 37,096 47,365
Research and
development(2) ....... 6 10,455 10,449 22,720 40,141 41,987 47,173
General and
administrative(4) .... 154 3,723 3,569 18,903 24,983 33,386 42,308
------------ ------------ ------------ ------------ ------------ ------------ ------------
Income/(loss) from
operations............. (80) (12,218) (12,138) (11,581) 1,150 32,187 (28,479)
Income/(loss) from sale
of investments or
termination of operations --- --- --- 130 (52) --- 82,242
Losses from interests
in associates.......... --- --- --- (127) 118 --- ---
Interest income/(expense),
net.................... 3 5 2 (520) (1,094) (1,250) (4,142)
Provision for income
taxes.................. --- --- --- (1,450) (5,642) (13,670) (26,142)
Minority interests...... --- --- --- --- --- --- (87)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net income/(loss)....... L(77) L(12,213) L(12,136) L(13,548) (5,520) 17,267 L23,392
Earnings/(loss) per
share(3)............... (0.6p) (52.6p) (47.8p) (19.5p) (6.5p) 20.2p 24.1p
Diluted earnings/(loss)
per share(3)........... (0.6p) (52.6p) (47.8p) (19.5p) (6.5p) 18.2p 22.1p
============ ============ ============ ============ ============ ============ ============
Weighted average number
of shares used to compute
net earnings/(loss) per
share(3) .............. 14,195 23,246 25,430 69,606 84,717 85,689 97,222
============ ============ ============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Consolidated Balance Sheet Data:
March 31, March 31, March 31, March 31, March 31,
------------ ------------ ------------ ------------ ------------
1996 1997 1998 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Working capital..................................... L(1,319) L35,694 L54,077 L55,567 L41,322
Goodwill(4)......................................... 6,883 10,690 7,217 26,733 28,773
Total assets........................................ 12,318 68,314 105,937 157,316 312,655
Long-term liabilities............................... 580 486 29,454 30,813 53
Shareholders' equity................................ 7,196 51,197 50,156 68,454 154,489
</TABLE>
--------
(1) The results in the periods ended March 31, 1996 and March 31, 1998 reflect
the acquisition of Domark Group Limited in October 1995 and CentreGold plc
in April 1996.
(2) Operating expenses in the years ended March 31, 1996, 1997 and 1999
include write-offs of in-process research and development of L8.2 million,
L13.8 million and L2.4 million respectively, recorded in connection with
the acquisitions of Domark (and certain smaller entities), CentreGold and
Crystal Dynamics, Inc.
Operating expenses in the year ended March 31, 1998 include write-offs of
royalty advances and internal development costs of L10.2 million relating
to earlier periods resulting from the change in accounting principle and
estimate (see Note 26 of the Notes to the Consolidated Financial
Statements).
(3) On January 25, 2000 a five for one stock split took place. The earnings
per share and weighted average numbers of shares have been restated to
reflect this change.
(4) Goodwill carrying value and amortisation charges (included with General
and administrative expenses) for March 31, 1999 have been restated to
reflect the retrospective equity accounting of a step acquisition, where
the original investment occurred prior to March 31, 1999.
29
<PAGE>
Exchange Rates
The following table sets forth certain information with respect to the Noon
Buying Rate for pounds sterling expressed in U.S. dollars per pound sterling.
These translations should not be construed as a representation that the pound
sterling amounts actually represent such U.S. dollar amounts or could be
converted into U.S. dollars at such rate. Such rates are not used by the
Company in the preparation of its Consolidated Financial Statements included
elsewhere herein. See Note 2 of the Notes to the Consolidated Financial
Statements of the Company.
<TABLE>
<CAPTION>
Fiscal Year Ended March 31, Average(1) High Low Period End
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
1996....................................................... $1.56 $1.71 $1.51 $1.53
1997....................................................... 1.63 1.69 1.59 1.64
1998....................................................... 1.65 1.71 1.59 1.67
1999....................................................... 1.65 1.71 1.60 1.61
2000....................................................... 1.61 1.68 1.55 1.60
</TABLE>
--------
(1) Represents the average of the Noon Buying Rates on the last day of each
month during the relevant period.
On June 20, 2000 the Noon Buying Rate was $1.51 for each L1.00.
History of Dividends
Although CentreGold paid dividends to its shareholders prior to its acquisition
by the Company, the Company has never declared or paid dividends on its
Ordinary Shares. The Company intends to reinvest its earnings, if any, to
finance the growth of its business, and does not anticipate paying any
dividends in the foreseeable future. Any payment of dividends would be subject,
under English law, to the Companies Act 1985, which requires that all dividends
may only be paid from the Company's distributable profits and only to the
extent that the Company has retained earnings, both determined on an
unconsolidated basis. See "Dilution" and "Description of Share Capital".
30
<PAGE>
ITEM 9 -- MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the financial condition and results of operations
of the Company should be read in conjunction with the Company's Consolidated
Financial Statements and Notes included elsewhere in this document. The
following discussion contains forward-looking statements that involve risks and
uncertainties.
Overview
Eidos develops and publishes advanced interactive software products and video
compression technologies. The Company was formed in May 1990 to develop video
editing systems and subsequently expanded its activities to include developing
proprietary, software-based video compression technology to be used in CD-ROM
and video telephony applications. Sales of video compression products have not
been significant, and the Company broadened its strategic focus to include
developing and publishing interactive software. To implement this strategy, the
Company effected a number of acquisitions which resulted in a substantial
expansion of the Company's operations. In October 1995, the Company acquired
three interactive software companies (Domark Group Limited, Simis Limited and
The Big Red Software Company Limited) for aggregate consideration, including
costs, of L13.8 million. In April 1996, Eidos acquired CentreGold plc, an
interactive software company, for consideration, including costs, of
L17.6 million. The consideration for each of these acquisitions consisted
primarily of newly issued Eidos shares. As contemplated at the time of the
CentreGold acquisition, in June 1996 the Company disposed of CentreSoft Limited
and PDQ Limited, the distribution arms of CentreGold, for L7.5 million in cash,
the net book value of such companies at the date of acquisition by Eidos.
Subsequently CentreSoft Limited was acquired by Activision, Inc. resulting in
an additional L0.5 million deferred consideration recognized in fiscal 1999. In
November 1999 the Company acquired Crystal Dynamics, Inc. for $49.1 million
including costs. From inception until the acquisition of Domark in October
1995, the Company had a December 31 fiscal year end. In connection with the
acquisition of Domark, the Company changed its fiscal year end to March 31.
Eidos earned a profit under U.K. generally accepted accounting principles
("GAAP") of L25.2 million (L23.4 million under U.S. GAAP) for fiscal 2000 and
L24.3 million (L17.3 million under U.S GAAP) for fiscal 1999.
Eidos' future success is dependent upon it developing and publishing additional
interactive software titles and such titles achieving significant market
acceptance. As a result of a deterioration in market conditions the Group has
reported a loss at the operating level of L26.8 million in fiscal 2000. This
was offset by a profit on disposal of investments of L80.2 million. There can
be no assurance that Eidos will return to profitability achieved in the year
ended March 31, 1999. Furthermore, because of the substantial acquisition and
disposition activities by the Company and its constituents, many of which had
different fiscal year ends, comparison of the Group's financial statements from
period to period is difficult.
On January 25, 2000 the shareholders approved a five for one share split. All
share and earnings per share numbers given in this section relate to the new 2p
Ordinary Shares.
Eidos maintains its accounting records and reports its results in pounds
sterling in accordance with U.K. GAAP. There are significant differences
between U.K. GAAP and U.S. GAAP (these are discussed in Note 26 of the Notes to
the Eidos Consolidated Financial Statements). A summary of the principal
relevant differences between U.K. GAAP and U.S. GAAP follows:
Acquisitions. Under U.S. GAAP, goodwill arising on acquisitions accounted for
under the purchase method is amortized over the estimated useful life of the
goodwill, with amortized amounts being included in general and administrative
expenses. Each of the Company's acquisitions has been accounted for using the
purchase method for U.S. GAAP purposes. Each of the businesses acquired by the
Company was involved in the development of computer games
31
<PAGE>
software. The Company acquired such businesses for their established names in
the computer games software market, for the experience of their personnel in
the development of computer game software, and for an aggregate of in excess of
25 games (together with underlying technologies) which were under development
by or on behalf of such businesses. Upon review of the acquired companies'
technology, the Company determined that a portion of such technology had
neither reached technological feasibility nor had alternative future uses and
that completion of the games under development would require substantial
additional effort and expenditures by the Company. Accordingly, for U.S. GAAP
purposes, the Company treated an aggregate of L24.4 million as in-process
research and development, all of which was expensed in the periods in which the
related acquisitions were completed. The Company also recorded L49.4 million of
goodwill for U.S. GAAP purposes in connection with such acquisitions. The
Company recognises the fast changing industry in which it is involved and
believes the remaining goodwill has a useful life of 3 years.
Under U.K. GAAP, goodwill arising on consolidation of acquisitions (which
represents the excess of the fair value of the consideration paid in the
acquisition over the fair value of the identifiable net assets acquired) prior
to April 1, 1998 was written-off immediately against reserves, and has no
impact upon the Company's statement of operations until disposal. Goodwill
arising after April 1, 1998 is being capitalized and amortized in a method
similar to U.S. GAAP; however there is no charge for in-process research and
development. The Company is therefore recording different amounts of
capitalized goodwill and amortization under U.K. GAAP than it is under
U.S. GAAP. Currently the amortization charge under U.S. GAAP exceeds that under
U.K. GAAP because of the amortisation of goodwill relating to companies
acquired prior to April 1, 1998. It is anticipated that in the future the
difference will decrease and eventually the U.K. GAAP charge will exceed the
U.S. GAAP charge because of the in-process research and development charges
taken for U.S. GAAP only.
Additionally U.K. GAAP requires that on subsequent disposal or closure of a
previously acquired business, any goodwill previously taken directly to
shareholders' equity is reflected in the income or loss on disposal. Under U.S.
GAAP the appropriate balance to be written off on the disposal of the business
is the remaining unamortized balance of goodwill.
For acquisitions prior to April 1, 1998, the benefit of acquired tax losses, as
they are recognised in periods subsequent to the acquisition, are credited to
goodwill for US GAAP purposes and credited to income under U.K. GAAP. There is
no difference in treatment for acquisitions after April 1, 1998.
Some of the investments made by Eidos during the year ended March 31, 2000 have
been reported differently under U.K. and U.S. GAAP because of the respective
definitions of a subsidiary, joint venture, associate and trade investment. In
summary, under U.K. GAAP the definitions are broadly based on control (to a
certain extent irrespective of actual percentage of shares held). Under U.S.
GAAP they are based more on the percentage shareholding with strong evidence
required to, for example, not consolidate an entity with a greater than 50%
shareholding. During the year, Eidos acquired 75% and 25% holdings in Proein SA
and Pyro Studios SL, respectively. Because of the nature of the contractual
joint control arrangements, these investments have been accounted for as joint
ventures under U.K. GAAP. This means they have been accounted for using the
equity method (with additional disclosures required under U.K. GAAP). Under
U.S. GAAP, Proein has been treated as a subsidiary and consolidated.
Pyro Studios has been accounted for using equity method. These differing
accounting treatments do not affect the calculation of goodwill. On a line by
line basis the statement of operations and balance sheets under U.K. and U.S.
GAAP differ; however in reconciling net income and shareholders' equity from
U.K. to U.S. GAAP there is only one minor difference. This is due to the
differing treatment of the provision for profit on unsold inventory. Proein is
a distributor of entertainment software in Spain; Eidos is one of Proein's main
suppliers. At each period end adjustments have to be made for the Eidos' profit
on inventory as yet unsold by Proein. Adjustments are made for both U.K. and
U.S. GAAP, however, under the equity method
32
<PAGE>
(U.K. GAAP) this adjustment is restricted to Eidos' percentage of Proein (75%),
whereas under full consolidation principles the adjustment is for 100%.
In addition to the aforementioned acquisitions, Eidos has made a series of
investments in Top Cow Productions, Inc. in the last two years such that the
current holding is now 26%. Under U.K. GAAP the investment is not treated as an
associate (which would require equity accounting) because, although Eidos has a
participating interest (defined as over 20%), it does not exercise significant
influence over the operating and financial policies of the company. Under U.S.
GAAP the investment is accounted for by the equity method, with the resulting
goodwill being amortised over three years. Furthermore, under U.S. GAAP,
because the original investment took place in the year ended March 31, 1999
(a step acquisition), the equity method of accounting has been applied
retrospectively and prior year U.S. GAAP numbers have been restated
accordingly.
Equity securities. Under U.K. GAAP, available for sale securities are stated at
cost less provision for any impairment in value. Under U.S. GAAP, these
securities are marked to market with any unrealised gains and losses excluded
from earnings and reported in a separate component of shareholders' equity. In
prior years, Eidos had a significant investment (15%) in a technology company
listed on the Norwegian stock exchange (Opticom ASA). This investment was not
marked to market at March 31, 1999 or March 31, 1998 because the Board
concluded that the price quoted on the Norwegian stock exchange was not
representative of fair value. This was because of the stage of development of
the company and the size of the holding in relation to normal trading volumes.
Accordingly the investment was carried at cost for U.S. accounting purposes.
During March 2000, Eidos sold a large proportion of its shareholding (at a
significant discount to then quoted market price). The remaining holding is
being marked to market under U.S. GAAP since, in the present circumstances, the
quoted price is considered to be a reasonable reflection of the fair value.
Revenue recognition. Under U.K. GAAP, licence income and advance royalties are
recognised when contractually due and non-refundable. Under U.S. GAAP, SEC
Staff Accounting Bulletin No. 101 requires the deferral of non-refundable, up-
front fees unless the up-front fees are in exchange for products delivered or
services performed that represent the culmination of a separate earnings
process. During the year ended March 31, 2000, Eidos received non-refundable
advance royalties which met the criteria for revenue recognition under U.K.
GAAP but not under U.S. GAAP. Accordingly, under U.S. GAAP these advance
royalties have been deferred and will be recognized as royalties are actually
earned.
Deferred taxation. Under U.K. GAAP deferred taxes are accounted for to the
extent that it is considered probable that a liability or asset will crystalise
in the foreseeable future.
Under U.S. GAAP, deferred tax assets and liabilities are recorded for temporary
differences between the book and tax basis of assets and liabilities. Deferred
tax assets are reduced by a valuation allowance to the amount which is more
likely than not to be realized.
Change in accounting policy. The accounting policy with respect to software
development costs was changed during fiscal 1998. Under U.K. GAAP, prior
periods were restated to reflect the new accounting policy. This has affected
the statements of operations for the years ended March 31, 1997 and March 31,
1996 and the fifteen months ended March 31, 1996 and reduced post tax profits
by L14.5 million, L1.1 million and L1.1 million respectively.
Under U.S. GAAP, prior periods are not restated and the entire effect of the
change in accounting principle which is inseparable from a change in estimate
(L15.8 million) was taken in the year ended March 31, 1998.
The consolidated balance sheet at March 31, 1997 was restated under U.K. GAAP
to show the affect of writing off all development costs, both internal and
external. This resulted in a reduction in net assets of L15.6 million. Under
U.S. GAAP, the balance sheet at March 31, 1997 was not restated.
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Research and development costs. Following the change in accounting policy there
was no longer any difference between the U.K. and U.S. GAAP treatment of
research and development costs. All internal and external development costs and
royalty advances are expensed as incurred. However, under U.S. GAAP the change
is reflected prospectively. Consequently the U.S. GAAP results for fiscal 1998
and earlier differ from the U.K. GAAP results (as restated).
In these prior periods, in accordance with U.S. GAAP, development expenditure
relating to computer games software to be sold was expensed in the period in
which incurred until the specific project had reached technological
feasibility. Development costs incurred after establishing technological
feasibility were capitalized and amortized on a product by product basis over
the estimated life of the production (generally three months).
In prior periods, under U.S. and U.K. GAAP royalty advances to third party
developers and licensors were treated as prepaid royalties and classified under
receivables. Royalty advances were expensed at the contractual royalty rate as
cost of sales based on actual net product sales. Management evaluated the
future realization of royalty advances quarterly, and charged to cost of sales
any amounts management deemed unlikely to be recovered at the contractual
royalty rate through product sales.
For the years ended March 31, 1996, 1997, and 1999 U.S. GAAP research and
development expenses also include L8.2 million, L13.8 million and L2.4 million
relating to the write-off of in-process research and development expenses in
connection with the acquisitions of Domark (and certain smaller entities),
CentreGold, and Crystal Dynamics respectively.
Unless otherwise indicated, all financial results and analyses in this document
refer to the Company's U.K. GAAP financial statements.
Eidos has historically recorded a significant proportion of its costs in pounds
sterling however the increasing amount of globalization and overseas
development commitments this is decreasing and in fiscal 2000, 55% of total
costs were in sterling. During the year ended March 31, 2000, 45% of costs were
paid in currencies other than sterling. However, a higher proportion of
turnover (62% in the year ended March 31, 2000) is denominated in other
currencies, primarily Euros and U.S. dollars. The Group reports its results in
sterling; as a result, changes in the value of the pound sterling in relation
to other currencies will affect the Group's turnover and operating margins. The
impact of future exchange rate fluctuations between the pound sterling and
other currencies on the Group's turnover and operating margins cannot be
accurately predicted. Since December 31, 1996, the Group has taken steps to
reduce its exposure to currency fluctuation through foreign exchange management
aimed at protecting margins and fixing future pound sterling cash flows. In
particular, Eidos has adopted a policy of hedging against the devaluation of a
portion of its short-term foreign currency cash flows using forward contracts
and options issued by the Company's bankers. At 31 March, 2000, unhedged
currency net assets totalled L40.1 million (predominantly U.S. dollars and
German marks). However the U.S. exposure ($42.7 million) is partially offset by
future commitments under development contracts of $6.8 million.
Results of Operations
Comparisons of the Group's operations from period to period are difficult to
make because of the substantial acquisition and disposition activities by the
Company and its acquired subsidiaries and the different historical fiscal year
ends of the Company and its acquired subsidiaries.
Eidos has experienced, and expects to continue to experience, significant
fluctuations in operating results due to a variety of factors including, among
others: (i) the timing and success of product introductions; (ii) market
acceptance of Eidos' products; (iii) delays in product completion; (iv) order
cancellations; (v) product returns; (vi) projected and actual changes in
platforms; (vii) changes in pricing policies by Eidos and its competitors;
(viii) costs associated with the write-off of discontinued development
projects; (ix) development and promotional
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expenses relating to the introduction of new products or new versions of
existing products; and (x) the size and rate of growth of the consumer software
market. In response to competitive pressures, Eidos may take certain pricing or
marketing actions that could materially adversely affect Eidos' business,
results of operations and financial condition. Products are generally shipped
as orders are received; accordingly, Eidos operates with little backlog. Eidos'
expense levels are based, in part, on its expectations regarding future sales,
and, as a result, operating results would be disproportionately and adversely
affected by a decrease in sales or a failure to meet Eidos' sales expectations.
Furthermore, the interactive software business is highly seasonal. Net revenues
are typically significantly higher during the fourth calendar quarter, due
primarily to the increased demand for interactive software products during the
year-end holiday buying season. Net revenues in other quarters are generally
lower and vary significantly as a result of new product introductions and other
factors. As a result of the foregoing, results of operations can be expected to
fluctuate significantly from period to period.
The following table sets forth the actual selected statements of operations
data of Eidos as a percentage of turnover for the periods presented:
<TABLE>
<CAPTION>
Consolidated Statements of
Operations Data: Year Ended Year Ended Year Ended
March 31, March 31, March 31,
-------------- -------------- --------------
As a percentage of turnover 1998 1999 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Turnover..................................................................... 100.0% 100.0% 100.0%
Cost of sales................................................................ 34.4 36.1 45.1
-------------- -------------- --------------
Gross profit................................................................. 65.6 63.9 54.9
Operating expenses:
Selling and marketing....................................................... 17.3 16.4 23.8
Research and development.................................................... 21.8 17.5 24.2
Goodwill amortization....................................................... --- 1.8 6.9
Other general and administrative............................................ 12.3 10.9 14.0
-------------- -------------- --------------
Income/(loss) from operations................................................ 14.2 17.3 (14.0)
Income from joint ventures................................................... --- --- 0.3
Income/(loss) from sale of investments or termination
of operations .............................................................. (1.3) --- 41.2
Interest expense, net........................................................ (0.8) (0.6) (2.2)
Provision for income taxes................................................... (4.1) (6.0) (12.4)
-------------- -------------- --------------
Net income................................................................... 8.0% 10.7% 12.9%
</TABLE>
Year ended March 31, 2000 compared to the year ended March 31, 1999
Revenue. Eidos reported revenue of L194.8 million for the year ended March 31,
2000 compared to L226.3 million in the year ended March 31, 1999. Twenty four
(1999: nineteen) new titles were launched in the year, including Tomb Raider:
The Last Revelation, Legacy of Kain: Soul Reaver, Resident Evil 3, Fighting
Force 2, Fear Effect and Championship Manager 3 Season 1999-2000. Nine titles
(including catalogue) managed to achieve sales in excess of 350,000 units. This
year saw the release of a number of titles on the new platforms, Sega Dreamcast
and Nintendo Gameboy Color. In particular, titles from three of Eidos' key
franchises (Tomb Raider, Fighting Force and Soul Reaver) were released on
Dreamcast, each selling over 200,000 units.
Even though net revenue has decreased this year by 14%, the volume of units
actually shipped increased 5% to 17.5 million. The reduction in revenue is due
to a combination of the decreased average selling price (down to L13.94 from
L14.61 last year) and the large reserves taken towards the end of the year for
projected returns and price reductions.
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Eidos continues to derive the majority of its revenue (97.7%) from the games
business. The balance of the Group's revenue comes from its video post
production editing, video technologies, internet publishing and new media
businesses.
The downturn in demand (and consequent increase in provisions against revenue)
was most noticeable in Continental Europe with sales to France and Germany
decreasing by 36% and 48% respectively compared to last year. Similarly sales
to the US decreased by 19%. Sales within the domestic market have actually
grown by 10% and sales to the Rest of the World have remained largely static.
Eidos publishes games for the Sony PlayStation, Sega Dreamcast, Nintendo
Gameboy Color ("consoles") and PC CD. In addition, revenue is generated from
the exploitation of Eidos' intellectual property rights (for example, the sale
of clue books and other merchandise) and sub-licensing games out onto other
platforms, such as the Nintendo 64. Approximately 71% of Eidos' games revenue
was derived from console based games compared to 62% last year. The increase is
partly due to the new platforms this year. The proportion will vary according
to the games released. In 1999 a number of the most popular games Eidos
released were only available on PC CD (including Championship Manager 3,
Commandos and Final Fantasy VII), whereas in 2000 the most successful titles
(Tomb Raider: The Last Revelation, Legacy of Kain: Soul Reaver, Resident Evil 3
and Fighting Force 2) were all available on console.
Cost of sales. Cost of sales represents the manufacturing costs of the games,
origination (design of packaging and other printed material), storage,
distribution and royalties. The manufacturing cost of PlayStation, Dreamcast
and Gameboy Color games includes the royalties payable to Sony, Sega and
Nintendo respectively; this has the effect of reducing the gross margin on
these games. Gross margin for the year was 54.9% compared to 63.9% last year.
This large decrease is due to a number of factors: lower average selling
prices, additional provisions against revenue and inventory and higher royalty
costs (cost of sales includes royalties paid to developers in excess of
development advances paid). A number of the games released this year were sub-
licensed and carried relatively high royalty rates (rather than development
costs). Royalty costs in the year were L18.7 million (9.6% of revenue) compared
to L15.7 million (6.9% of revenue) last year.
Selling and marketing. Selling and marketing comprise product marketing and
advertising as well as salaries, bonuses and commissions paid to sales and
marketing personnel. Advertising expenses on titles are recognized in the
period in which they are incurred. Advertising costs for the year were L25.2
million (12.9% of revenue) compared to L20.7 million (9.2% of revenue) in 1999.
The increase reflects the higher number of titles released and the need to
market products more vigorously in a slowing market.
The fixed element of selling and marketing costs was L21.2 million (1999: L16.4
million) for the year ended March 31, 2000. The increase is a result of both
the increased costs of promotional licences and additional headcount in new and
existing offices.
Research and development. Research and development spend represents the
Company's investment in product development of L45.0 million for the full year
(1999: L36.8 million). Also included in the category is pure research and
development of L2.2 million (1999: L2.8 million) for the year to March 31,
2000. The product development charge for the year includes L19.7 million (1999:
L20.7 million) invested in a pipeline of 32 titles which have yet to be
released.
General and administrative. General and administrative costs excluding goodwill
were L27.3 million or 14.0% of net revenue (1999: L24.7 million, 10.9% of net
revenue) for the year ended March 31, 2000. In accordance with Financial
Reporting Standard No.10, goodwill arising on the acquisitions of Crystal
Dynamics, Proein and Pyro has been capitalised and is being amortised over
three years. Total general and administrative costs including goodwill were
L40.7 million or 20.9% of revenue (1999: L28.8 million, 12.7% of revenue).
36
<PAGE>
After deducting operating expenses of L222.2 million Eidos reported an
operating loss of L26.8 million. This includes a L13.4 million goodwill
amortisation charge. Excluding this charge operating loss was L13.4 million
compared to a profit of L43.2 million in 1999. The joint ventures in Spain
generated an operating profit of L0.5 million this year and contributed L0.3
million to the retained profit of the Group.
Interest payable of L4.1 million comprises L1.0 million interest payable and
amortisation of capitalised costs on the convertible bond (this is lower than
last year because the bond converted during the year), L0.3 million discounting
costs and L2.8 million net bank interest. The overall increase is due to the
additional costs of arranging working capital facilities and short term loans
in the U.K.
Provision for income taxes. The effective tax rate (excluding goodwill) for the
full year is 38% compared to 33% last year. The tax due on the disposal of
Opticom Shares has been calculated at L24.6 million. The losses within the
Group have only generated a tax credit of L0.5 million. This is due to
relatively high disallowable items and a prudent view being taken on the
potential realisation of tax losses. In general, Eidos expects to have an
overall rate in excess of standard U.K. rates because of the high proportion of
activities overseas which have tax rates higher than those of U.K. Most of the
brought forward losses have now been used.
Net income. Eidos reported net income of L25.2 million for the year ended March
31, 2000 compared to L24.3 million for the corresponding period last year. The
basic earnings per share was 25.9p compared to 28.3p last year based on a
weighted average number of shares of 97,221,713 (1999: 85,689,145). The diluted
earnings per share was 23.8p (1999: 25.0p).
Year ended March 31, 1999 compared to the year ended March 31, 1998
Revenue. Eidos reported revenue of L226.3 million for the year ended March 31,
1999 compared to L137.2 million in the year ended March 31, 1998. Nineteen new
titles were launched in the year (1998: nineteen), including Tomb Raider 3,
Final Fantasy VII, Deathtrap Dungeon, Ninja, Gex III: Deep Cover Gecko, UEFA
Champions League, Championship Manager 3, Gangsters, Thief: The Dark Project
and Commandos. Eight titles (including catalog) managed to achieve sales in
excess of 350,000 units. Revenue has increased 65% compared to 1998 even though
the same number of new titles were released. This was due to a significant
increase in volume of units sold of each title and therefore is evidence of the
popularity of the new titles being released and Eidos' back catalog.
Eidos continued to derive the majority of its revenue (98.3%) from the games
business. The balance of the Group's revenue came from its post production
video editing, video technologies, internet publishing and new media
businesses. Towards the year end (March 31, 1999), Eidos' Internet Service
Provider, Eidosnet, was launched. This has yet to generate any significant
revenue but Eidos is now strategically well placed to benefit from this rapidly
growing area.
Revenue increased across all territories with sales to continental Europe
increasing by 88% and sales to the United States increasing by 59%. Sales
within the domestic market grew by 39%, modest compared to the U.S. and rest of
Europe but still a substantial increase on 1998. During the year Eidos opened
offices in Japan and Singapore. Previously sales in these territories were sub-
licensed out to other publishers. The impact on the operating results of this
change is marginal since the higher revenues are offset by the establishment
and running costs of these offices.
Eidos released games for the Sony PlayStation and PC. In addition revenue was
generated from the sale of clue books and other merchandise and sub-licensing
games onto other platforms, such as the Nintendo 64. Approximately 62% of
Eidos' games revenue was derived from console based games compared to 65% in
1998. The proportion varies according to the games released. In 1999 a number
of the most popular games Eidos released were only available on PC (including
Championship Manager 3, Commandos and Final Fantasy VII).
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<PAGE>
During the year the volume of units shipped increased 73% from 9.7 million to
16.7 million. The average selling price decreased from L15.16 to L14.61. This
was largely a result of the increasing proportion of back catalog (budget
priced) sales which more than doubled from 1.4 million units to 3.4 million
units. The average selling price of budget priced titles increased from L7.29
to L8.92. Titles now being released on the budget labels tend to be more
popular and therefore command higher prices. Inflation has not had a
significant impact on the average selling prices.
Cost of sales. Cost of sales represents the manufacturing costs of the games,
origination (design of packaging and other printed material), storage,
distribution and royalties. The manufacturing cost of PlayStation and Saturn
games includes the royalties payable to Sony and Sega respectively; this has
the effect of reducing the gross margin on these games. Gross margin for the
year was 63.9% compared to 65.6% in 1998. Cost of sales includes royalties paid
to developers in excess of development advances paid. A successful game can
earn considerable excess royalties. Royalty costs in the year were L15.7
million compared to L6.2 million in 1998, reflecting the increasing success of
titles from associate and external studios.
Selling and marketing. Selling and marketing comprise product marketing and
advertising as well as salaries, bonuses and commissions paid to sales and
marketing personnel. Advertising expenses on titles are recognized in the
period in which they are incurred. Advertising costs for the year were L20.7
million (9% of net revenue) compared to L13.8 million (10% of net revenue) in
1998. The increase in expenditure reflects the growing use of TV, print and on-
line advertising to promote Eidos' existing and emerging franchises.
The fixed element of selling and marketing costs was L16.4 million (1998: L9.9
million) for the year ended March 31, 1999. The increase is a result of both
the increased costs of licensing and additional headcount in new and existing
offices.
Research and development. Research and development spend represents the
Company's investment in product development of L36.8 million for the year
(1998: L28.1 million). The increase reflects the increasing amount of new
development being undertaken by the Group as well as the higher costs resulting
from the growth of the industry generally. Also included in the category is
pure research and development of L2.8 million (1998: L1.8 million) for the year
to March 31, 1999. The product development charge for the year includes L20.7
million invested in a pipeline of 38 titles which had not been released at
March 31, 1998.
General and administrative. Total general and administrative costs were L28.8
million or 12.7% of net revenue (1998: L16.9 million or 12.3%) for the year
ended March 31, 1999. In accordance with Financial Reporting Standard No.10
goodwill arising on the acquisition of Crystal Dynamics has been capitalized
and is being amortized over three years. General and administrative costs
excluding goodwill were L24.7 million (10.9% of net revenue). In addition, the
full year's charge includes L3.8m attributable to abortive acquisitions with
related funding costs. Excluding this exceptional charge and goodwill, general
and administrative costs represented 9.2% of revenue compared to 12.3% in 1998.
After deducting operating expenses of L187.1 million, Eidos reported an
operating profit of L39.2 million. This includes a L4.1 million goodwill
amortization charge. Excluding this charge operating profit was L43.2 million
(19% of net revenue) compared to L19.5 million (14% of net revenue) in 1998.
Interest payable of L3.0 million included L1.9 million interest payable on the
convertible bonds (see below). The overall increase is due to the additional
costs of arranging working capital facilities in the U.S. This is offset by an
increase in interest receivable (from L1.3 million to L1.8 million) which was
due to improved liquidity during the year and the continuing use of a formal
treasury policies designed to maximize returns from surplus funds.
Provision for income taxes. The effective tax rate for the full year was 36%
compared to 34% in 1998. The principal cause of the rate being in excess of the
U.K. standard rate was the overseas
38
<PAGE>
profits being taxed at higher rates. These overseas profits represented a
higher proportion of total Group profit and hence the effective tax rate is
higher than the 34% reported in 1998. Significant tax losses (L6.7 million)
were utilized during the year, leaving tax losses of up to L17.5 million
available in the future. Because of the significant proportion of Eidos'
activities in countries with higher tax rates than the U.K., it is anticipated
that Eidos will continue to have an effective rate in excess of the U.K. rate.
Effective tax planning and management is therefore important to the Group and
is done on an ongoing basis.
Net income. Eidos reported net income of L24.3 million for the year ended March
31, 1999 compared to L10.9 million for the corresponding period in 1998. The
basic earnings per share was 28.3p compared to 12.8p last year based on a
weighted average number of shares of 85,689,145 (1998: 84,717,305). The diluted
earnings per share was 25.0p compared to 12.2p for the corresponding period in
1998 (the comparative was restated in accordance with Financial Reporting
Standard No.14).
Liquidity and Capital Resources
In the past, Eidos has funded its operations primarily through public sales of
equity securities and convertible bonds. In December 1996, the Company raised
L18.1 million (net of issue costs) through the issue and sale of 3,000,000
Shares pursuant to public offerings in the United States and the United
Kingdom. The 3,000,000 Shares issued in the offerings were listed on the
Official List of the London Stock Exchange and, in ADR form, on Nasdaq. In
April 1996, the Company raised L22.0 million (net of issue costs) through a 12
for 25 rights issue. In October 1995, the Company raised L5.7 million (net of
issue costs) through a placing of 1,680,000 Shares. Additionally, the Company
has raised L4.5 million to date from the exercise of warrants and options.
In March 1996, the Company arranged an overdraft facility of L5.5 million. This
was renewed annually. The facility was increased to L20 million over the
Christmas period in 1998 when working capital requirements were at their
highest. In addition, in fiscal 1999 the U.S. office secured a similar facility
to cover its working capital requirements ($5 million increasing to $15 million
over the winter months). The working capital requirements increased
significantly over the Christmas 1999 period (due in part to operating losses
and strategic acquisitions in July and November). Accordingly, the overall
facility was increased to include a number of short-term bank loans (L79.6
million outstanding at March 31, 2000). These loans were settled on April 3,
2000 following the sale of a majority of Eidos' shares in Opticom.
In April 1997 the Company raised U.S.$50 million (L29.9 million net of issue
costs) through issuing 6.25% convertible bonds. These are convertible on or
prior to July 24, 2002. At March 31, 1999 U.S.$100,000 had been converted.
During fiscal year 2000 the remaining $49.9 million converted.
At March 31, 2000, Eidos had net assets of L126.4 million compared to L66.5
million at the start of the year. The increase is largely due to the retained
profits for the year (L25.2 million), the conversion of the convertible bond
(L31.2 million) and the exercise of employees' share options (L4.0 million).
Net assets include goodwill of L28.3 million (1999: L25.9 million), tangible
fixed assets and investments of L45.9 million (1999: L17.8 million), net
current assets of L52.2 million (1999: L53.6 million) and other long term
creditors of L0.1 million (1999: L30.8 million). The only significant changes
in the year were the conversion of the US$50 million convertible bond and a $55
million investment in a US internet company, Express.com (formerly Maximum
Holdings, Inc.). The cash generated from the sale of Opticom of L91.5 million
has not been applied to the loans and overdrafts since these were not settled
until just after the year end.
Net funds increased by L5.9 million during the year. This mainly reflects the
net cash outflow in the year of L25.0 million (1999: net inflow of L5.3
million) offset by the conversion of the bond.
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<PAGE>
Operating activities utilised L28.5 million, as might be expected given the
overall operating loss. The L91.5 million net cash generated from the sale of
Opticom was offset by the L16.8 million tax paid in the year and the
acquisitions of the shares in Proein, Pyro and Maximum Holdings (L53.5
million). The second and final instalment of the consideration payable for
Crystal Dynamics of L14.3m was paid on April 1, 1999 and consequently is
reflected in the current cash flow. As mentioned earlier, a number of employee
share option schemes vested during the year and L4.0 million was generated from
the exercise of these options.
Acquisitions, investments and disposals
The following acquisitions/investments were made during the year.
In July 1999 Eidos acquired an effective holding of 25% in the Spanish software
developer, Pyro Studios SL, creators of the successful Commandos franchise. In
addition, Eidos acquired 75% of the related software distributor, Proein SA.
Due to the provisions for joint control within the sale and purchase
agreements, both acquisitions have been accounted for as joint ventures under
U.K. GAAP in accordance with Financial Reporting Standard No.9. This has had an
impact on the presentation of the profit and loss account and balance sheet
this year -- Eidos' share of the joint ventures' results for the period since
acquisition and net assets at March 31, 2000 are shown separately on the face
of the primary statements. Under U.S. GAAP Proein is treated as a subsidiary
and consolidated (using the purchase method). Pyro Studios is equity accounted.
In addition, in November 1999, Eidos acquired 19.96% of an unquoted U.S.
Internet company, Maximum Holdings, Inc. for $55 million cash. Following a
merger with another unquoted U.S. Internet company DVD Express, Inc., the
company changed its name to Express.com and Eidos' holding was diluted down to
12.6%. This investment is valued at cost.
As discussed above in March 2000, Eidos disposed of the majority of its
investment in Norwegian technology company, Opticom ASA for L91.5 million
excluding costs. Eidos' holding now represents less than 5% (previously around
11% of the issued share capital).
Year 2000
Since 1997 Eidos has undertaken a compliance project designed to assess the
potential IT problems associated with the Year 2000, including a third party
compliance programme. As a result, at the beginning of January 2000 the Group
did not experience any material disruption to its business, nor did any of its
suppliers experience any disruptions which materially affected Eidos.
The direct costs of the Group's Year 2000 compliance project have been
indistinguishable from normal costs incurred by Eidos in regular maintenance
and upgrading of all computer hardware and software. Eidos does not expect to
incur any additional material costs related to Year 2000 however the directors
remain aware that possible problems associated with the Year 2000 may still
occur and controls remain in place to continue to monitor such risks.
The Euro
The Euro was launched on January 1, 1999 and now runs in parallel with the
French Franc, German Mark and other participating currencies until the local
currencies are phased out by January 1, 2001.
The financial information systems used in the European offices are all capable
of operating in multiple currencies including the Euro. There have been
negligible external costs relating to the introduction of the Euro to date
(less than L10,000). It is anticipated that once the Euro is implemented fully
there will be some costs involved in changing to the new currency (for example,
staff training and minor software and hardware changes). These are not expected
to be material.
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The Company has established a task force comprising senior representatives from
finance, operations, sales and marketing in France, Germany and the UK to
consider the wider issues relating to the Euro and the Company's response. It
will be difficult to establish a Europe-wide policy until the UK's position
with regard to the Euro becomes clearer.
One of the main issues for the Company is the possible erosion of margin
resulting from changes in the retail price point (as existing price points are
translated to the Euro then possibly rounded down by the retailer). At this
stage it is not possible to predict the impact of this but Eidos will seek to
maintain its margin wherever it can. In addition, price transparency may erode
margins in certain countries; however, the fact that most games are translated
to the local language should help to reduce "grey imports" and minimise this
risk.
Currently the offices in France and Germany remit Euros back to the Head Office
in the UK. These receipts are translated to Sterling and where appropriate the
currency risk is hedged in accordance with Company policies. Should the UK
convert to the Euro this currency risk will be eliminated and the US dollar
will become the only significant currency exposure.
41
<PAGE>
ITEM 9A -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Eidos is exposed to certain market risks arising from transactions in the
normal course of business and financial instruments used to finance the Group's
operations.
The main risks arising are foreign currency risk and interest rate risk. The
Board reviews and agrees policies for managing each of these risks and they are
summarized below.
The Group also enters into derivatives transactions (principally forward
foreign currency contracts and currency option contracts). The purpose of such
transactions is to manage the currency risks arising from the Group's
operations and its sources of finance.
It is, and has been throughout the period under review, the Group's policy that
no trading in financial instruments shall be undertaken.
Foreign currency risk
At present the Group's Sterling profit and loss account can be significantly
affected by movements in the Sterling exchange rate with the Euro and
U.S. dollar. The subsidiaries in Japan and Singapore do not impact materially
on the results of the Group.
The Group raised U.S.$50 million by issuing a 6.25% convertible bond in April
1997. The bond was convertible after August 31, 1997 and on or prior to July
24, 2002 into ordinary shares of 10p each of Eidos at an initial conversion
price of L10.95 per share and with a fixed rate of exchange on conversion of
U.S.$1.5965=L1.00. During the year to March 31, 1998 $100,000 of bonds were
converted. In the year to March 31, 2000 the remaining bonds were converted.
The original proceeds of the bond were used to meet working capital
requirements and finance acquisitions.
In the past the Group's Sterling balance sheet was partially protected from the
movements in the U.S. dollar exchange rate by the natural hedge afforded by the
bond. Since this was converted during 2000, Eidos has replaced this with
forward contracts to sell U.S. dollars.
The contract held during fiscal 2000 matured on March 31, 2000 and was replaced
with a contract to sell U.S.$50 million at $1.60 on March 31, 2001.
The Group's policy is to hedge 50% of the cash in these currencies which is
forecast to be repatriated to the U.K. from France and Germany. The Group
hedges only up to three months ahead due to the uncertainty of cashflows beyond
that date. This is achieved through forward currency contracts, foreign
currency options and currency swaps. At March 31, 2000 no European currency
hedges were in place due to the relatively low levels of cash expected in April
to June as a result of the seasonality of the business.
Interest rate risk
In general, the Company's policy is to use short term banking facilities to
finance working capital requirements and longer term sources of finance such as
fixed rate debt and equity to finance investments unless the Company has
surplus cash resources
The Group raised US$ 50 million by issuing a convertible bond in April 1997. As
of April 1, 1999, $49.9 million of this was still outstanding. During the year
the remaining bond was converted. There are no immediate plans to replace this
long-term borrowing. At the time the proceeds of the bond were used to meet
working capital requirements and to finance acquisitions. Short-term
flexibility is achieved by a varying bank overdraft facility. In the period up
to Christmas the working capital demands of the Group increase significantly
and the overall banking facilities increase accordingly. During the year a
number of acquisitions were made for cash which increased the need for bank
funding later in the year. The maximum facility utilised during the year was
L110 million (this included a number of term loans which were settled in April
2000). On June, 9 banking facilities were renewed for a further two years with
a maximum draw down
42
<PAGE>
of L50 million available over the Christmas period and lower levels of L20
million and L40 million available at other times.
On the whole the Group's overdraft facilities tend only to be used for a few
months of the year and hence interest charges are relatively low. The new
banking facilities bear interest at varying rates (ranging from 1.5% to 2.25%
over LIBOR depending on the draw down). Surplus cash balances are managed by
the Group Treasurer to ensure returns are maximised whilst retaining
flexibility to meet short term demands.
43
<PAGE>
ITEM 10 -- DIRECTORS AND OFFICERS OF THE REGISTRANT
Directors and Executive Officers of the Company
The business address of the directors and executive officers of the Company is
Wimbledon Bridge House, 1 Hartfield Road, Wimbledon, London SW19 3RU. The
Company's directors and executive officers and their ages as of June 20, 2000
are as follows:
<TABLE>
<CAPTION>
Name Age Position
------------------------- ----------------------- -----------------------
<S> <C> <C>
Directors
Ian Livingstone.......... Chairman of the Board
50 and Director
Charles H. D. Cornwall... Chief Executive Officer
37 and Director
Michael P. McGarvey...... Chief Operating Officer
34 and Director
Jeremy M.J. Lewis........ Chief Financial Officer
37 and Director
Simon R. Protheroe....... Technical Director and
36 Director
Jeremy Heath-Smith....... Managing Director of
Core Design Limited and
39 Director
Victor J. Steel(1)....... 61 Non-executive Director
Allen L. Thomas(1)....... 60 Non-executive Director
Other executive officers
Charlotte I. Eastwood.... 48 Company Secretary
Jonathan Kemp............ Managing Director of
Eidos Interactive
34 Limited
Robert K. Dyer........... President of Eidos
37 Interactive, Inc.
Patrick Melchior......... Managing Director of
Eidos Interactive,
41 France
Rolf Duhnke.............. Managing Director of
Eidos Interactive,
42 Germany
Satoshi Honda............ Managing Director,
Eidos Interactive,
52 Japan
Erik Ford................ General Manager, Eidos
28 Interactive, Singapore
</TABLE>
--------
(1) Member of the Audit Committee and of the Remuneration Committee.
There is no arrangement or understanding between any director or executive
officer and any other person pursuant to which he or she was elected as a
director or executive officer of the Company.
Ian Livingstone has served as Chairman of the Company's Board of Directors
since October 1995. From May 1994 to October 1995, Mr. Livingstone served as
Managing Director of Domark. Since 1982, he has authored and co-authored the
"Fighting Fantasy" series of interactive game books, which have sold in excess
of 14 million copies worldwide. In 1975, he co-founded Games Workshop Limited,
a role-playing game company, where he served as Joint Managing Director and
subsequently Chairman of the Board until 1991.
Charles H. D. Cornwall has served as Chief Executive Officer of the Company
since October 1995 and as a director since May 1993. From July 1994 to October
1995, Mr. Cornwall served as Chairman of the Company's Board of Directors. From
November 1992 to December 1994, he was involved in the consolidation of and
investment in a number of gold mining companies in South Africa, including Rand
Leases Limited, Durban Deep Limited and Rand Gold & Exploration Limited. From
1989 to 1992, he worked for Chartered WestLB (predecessor to West Merchant
Bank), an Anglo-German merchant bank, in London, where he was involved in
mergers and acquisitions and corporate finance, consulting for a broad range of
public and private clients.
Michael P. McGarvey has served as Chief Operating Officer of the Company and as
a director of the Company since October 1998. From May 1996 to October 1998,
Mr. McGarvey served as Chief Executive Officer of Eidos Interactive, Inc., a
wholly owned subsidiary of the Company. From November 1994 to May 1996, he
served as Vice President of Sales and Marketing of Domark Software, Inc. From
February 1994 to November 1994, he served as Director of Sales of
44
<PAGE>
Domark Software, Inc. From May 1990 to February 1994, he served as Director of
Sales for Diceon Electronics, a manufacturer of printed circuit boards.
Jeremy M.J. Lewis has served as Chief Financial Officer of the Company and as a
director since October 1999. From September 1994 to September 1999, Mr. Lewis
served Robert Fleming & Co. Limited as a Director of Corporate Finance in the
Investment Banking Division, working both in London and Frankfurt. From July
1989 to August 1994, Mr. Lewis served with West Merchant Bank (WestLB Banking
Group), responsible for European mergers and acquisitions. Mr. Lewis qualified
as a Chartered Accountant with KPMG Peat Marwick McLintock, working there for
three and a half years.
Simon R. Protheroe has served as Technical Director of the Company and as a
director since June 1994. From July 1993 to December 1993, Mr. Protheroe served
as a consultant to Eidos. He joined the Company as a full-time employee in
December 1993. From October 1986 to November 1993, he conducted post-graduate
studies and subsequent research in the field of image processing at King's
College, London. He has published works in the fields of image sequence
analysis, machine vision and neural networks and has developed software for the
Joint European Torus and the Defence Research Agency.
Jeremy Heath-Smith has served as Worldwide Head of Development since January
2000 and as an Executive Director of the Company since April 1996. From November
1994 to April 1996, Mr. Heath-Smith served as a main Board Director of
CentreGold plc in addition to his role as Managing Director of U.S. Gold
Limited. In July 1988, he founded Core Design Limited, an interactive software
developer and publisher that was acquired by CentreGold plc in 1994, where he
continues to serve as Managing Director.
Victor J. Steel has served as a Non-Executive Director of the Company since
September 1998 and currently holds two other non-executive directorships, NAAFI
and Forbidden Technologies. Mr. Steel also has a number of entrepreneurial
interests. Previous appointments include executive directorships at Mansfield
Brewery, European Leisure, Kingfisher Plc, Guinness Plc, Beecham Group Plc and
Consumers Distributing Inc (Canada). A fellow of the Institute of Marketing, he
has wide experience of international business.
Allen L. Thomas, a lawyer qualified in England and America, has served as a
Non-Executive Director of the Company since September 1998. Mr. Thomas
currently also serves as Chairman of Ockham Holdings Plc, a director of Penna
Holding Plc and as Chairman of Bright Station Plc. Mr. Thomas served as a
partner at the international law firm Paul, Weiss, Rifkind, Wharton & Garrison
from 1973 to 1992, and the founding partner of the firm's Hong Kong office.
During his time in practice he was involved in the financial rescue of New York
City as General Counsel to the Municipal Assistance Corporation.
Charlotte I. Eastwood has served as Secretary of the Company since October
1996. From February 1989 to September 1996 Mrs. Eastwood owned and managed her
own language school and conference center in Normandy, France. Mrs. Eastwood
qualified as a solicitor in 1977 and practised for several years in the U.K.
and the Middle East before moving to France in 1984.
Jonathan Kemp has served as Managing Director of Eidos Interactive Limited, a
wholly owned subsidiary of the Company since November 1998. From October 1997
to November 1998, Mr. Kemp served as Sales Director of Eidos Interactive
Limited. From March 1994 to October 1998, Mr. Kemp served as Director of Sales
of Microprose Software Limited. From June 1988 to March 1994, he served in
various sales positions within Microprose Software Limited and Electronic Zoo
Limited, and prior to that with Digital Electronics.
Robert K. Dyer has served as President of Eidos Interactive, Inc., a wholly-
owned subsidiary of the Company, since November 1998. From February 1994 to
October 1998, Mr. Dyer worked at Crystal Dynamics, Inc. and in his most recent
position, was President. Prior to joining
45
<PAGE>
Crystal Dynamics, Mr. Dyer worked for Disney Home Video International as
Director of Sales and Business Development from December 1991 through January
1994.
Patrick Melchior has served as Managing Director of Eidos Interactive France
SARL, a wholly owned subsidiary of the Company since October 1996. From January
1995 to September 1996, Mr. Melchior served as European Sales and Marketing
Director of EMME. From September 1993 to December 1994, Mr. Melchior served as
Sales Director at EURO-CD. From January 1991 to August 1993, Mr. Melchior was
General Manager, Microprose, France. Prior to that he spent six years in the
food industry in the U.S.
Rolf Duhnke has served as Managing Director of Eidos Interactive (Deutschland)
GmbH, a wholly owned subsidiary of the Company since March 1995. From 1988 to
1995 Mr. Duhnke served as Logistics Director of Sega, Germany. Prior to that he
served as a Label Manager of Bertelsmann-Daughter Ariolasoft.
Satoshi Honda has served as Managing Director of Eidos Interactive KK (Japan),
a wholly owned subsidiary of the Company since June 1998. From 1992 to April
1998, he served as President and Chief Executive Officer of Electronic Arts,
Japan. From 1982 to 1992, he served in various senior positions for Victor
Entertainment Inc. and Victor Musical Industries Inc.
Erik Ford has served as General Manager of Eidos Interactive PLC Limited
(Singapore), a wholly owned subsidiary of the Company since November 1998. Mr.
Ford helped established this office to oversee sales and marketing in the Asia
Pacific region. From March 1996 to October 1998, Mr. Ford served as the Sales
and Marketing Manager for Virgin Interactive Entertainment (Asia Pacific).
46
<PAGE>
ITEM 11 -- COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company paid an aggregate of L8,939,281 to its directors and other officers
for services rendered in all capacities to the Company and its subsidiaries for
the year ended March 31, 2000. See "_ Employment Contracts" and Note 5 of the
Notes to the Consolidated Financial Statements of the Company.
The terms of the employment contracts as at March 31, 2000, of the directors
and officers of the Company, can be summarized as follows:
Employment Contracts
Mr. Livingstone and the Company are parties to a Service Agreement pursuant to
which Mr. Livingstone serves as Chairman of the Board of the Company. The
initial salary payable under the agreement was L70,000 per year, reviewable
from time to time. Mr. Livingstone's salary was subsequently increased by the
Board of Directors to L240,000 per year. Either party may terminate the
agreement with six months' notice. Mr. Livingstone is also entitled to bonuses
as determined by the Board of Directors of the Company and for the year ended
March 31, 2000 was paid a bonus of L200,000.
Mr. Cornwall and the Company are parties to a Service Agreement pursuant to
which Mr. Cornwall serves as Chief Executive Officer of the Company. The
initial salary payable under the Agreement was L45,000 per year, reviewable
from time to time. Mr. Cornwall's salary was subsequently increased by the
Board of Directors to L535,000 per year. Either party may terminate the
agreement with six months' notice. Mr. Cornwall is also entitled to bonuses as
determined by the Board of Directors of the Company and for the year ended
March 31, 2000 was paid a bonus of L800,000.
Mr. McGarvey and the Company are parties to a Service Agreement pursuant to
which Mr. McGarvey serves as Chief Operating Officer of the Company. The
initial salary payable under the Agreement was L150,000 per year, reviewable
from time to time. Mr. McGarvey's salary was subsequently increased by the
Board of Directors to L270,000 per year. The Agreement is terminable by either
party with twelve months' notice. Mr. McGarvey is also entitled to bonuses as
determined by the Board of Directors of the Company and for the year ended
March 31, 2000 was paid a bonus of L500,000.
Mr. Lewis and the Company are parties to a Service Agreement pursuant to which
Mr. Lewis serves as Chief Financial Officer of the Company. The initial salary
payable under the agreement is L150,000 per year, reviewable from time to time.
Mr. Lewis's salary was subsequently increased by the Board of Directors to
L160,000 per year Either party may terminate the agreement with twelve months'
notice. Mr. Lewis is also entitled to bonuses as determined by the Board of
Directors of the Company and for the year ended March 31, 2000 was paid a bonus
of L75,000.
Mr. Protheroe and the Company are parties to a Service Agreement pursuant to
which Mr. Protheroe serves as Technical Director of the Company. The initial
salary payable under the Agreement was L30,000 per year, reviewable from time
to time. Mr. Protheroe's salary was subsequently increased by the Board of
Directors to L75,000 per year. Either party may terminate the agreement with
six months' notice. Mr. Protheroe is also entitled to bonuses as determined by
the Board of Directors of the Company and for the year ended March 31, 2000 was
paid a bonus of L50,000.
Mr. Heath-Smith, the Company and Core Design are parties to a Service Agreement
pursuant to which Mr. Heath-Smith serves as Games Development Director of the
Company. The initial salary payable under the agreement is L150,000 per year,
reviewable from time to time. Mr. Heath-Smith's salary was subsequently
increased by the Board of Directors to L215,000 per year. Either party may
terminate the agreement with six months' notice. Mr. Heath-Smith is also
entitled to
47
<PAGE>
bonuses as determined by the Board of Directors of the Company and for the year
ended March 31, 2000 was paid a bonus of L4,000,000.
Mrs. Eastwood and the Company are parties to a Service Agreement pursuant to
which Mrs. Eastwood serves as Company Secretary. The initial salary payable
under the agreement was L42,000 reviewable annually. Mrs. Eastwood's salary was
subsequently increased by the Board of Directors to L59,125 per year. Either
party may terminate the agreement with three months' notice. Mrs. Eastwood is
also entitled to bonuses as determined by the Board of Directors of the Company
and for the year ended March 31, 2000 was paid a bonus of L22,000.
Mr. Kemp and Eidos Interactive Limited are parties to a Service Agreement
pursuant to which Mr. Kemp serves as Managing Director. The initial salary
payable under the agreement was L73,000 per year, reviewable annually. Mr.
Kemp's salary was subsequently increased by the Board of Directors to L125,000
per year. Either party may terminate the agreement with three months' notice.
Mr. Kemp is also entitled to other bonuses as determined by the Board of
Directors of the Company and for the year ended March 31, 2000 was paid a bonus
of L100,000.
Mr. Dyer serves as President of Eidos Interactive, Inc. The initial salary
payable was agreed at $180,000 per year, reviewable from time to time. During
fiscal 2000, Mr Dyer's salary was increased to $215,000. Mr. Dyer is also
entitled to bonuses as determined by the Board of Directors of the Company.
Mr. Melchior and Eidos Interactive Limited are parties to a Service Agreement
pursuant to which Mr. Melchior serves as Managing Director of Eidos Interactive
France SARL. The initial salary payable was FF 600,000 per year, reviewable
from time to time. Mr. Melchior's salary was subsequently increased by the
Board of Directors to FF 970,830. Either party may terminate the agreement with
six months' notice. Mr. Melchior is also entitled to bonuses as determined by
the Board of Directors of the Company and for the year ended March 31, 2000 was
paid a bonus of FF 928,637.
Mr. Duhnke and Eidos Interactive Limited are parties to a Service Agreement
pursuant to which Mr. Duhnke serves as Managing Director of Eidos Interactive
(Deutschland) GmbH. The initial salary payable was DM160,000 per year,
reviewable from time to time. Mr. Duhnke's salary was subsequently increased by
the Board of Directors to DM345,000. Either party may terminate the agreement
with six months' notice. Mr. Duhnke is also entitled to bonuses as determined
by the Board of Directors of the Company and for the year ended March 31, 2000
was paid a bonus of DM200,000.
Satoshi Honda and Eidos Interactive Limited are parties to a Service Agreement
pursuant to which he serves as Managing Director of Eidos Interactive KK. The
initial salary payable is Yen 26,000,000 per year, reviewable from time to
time. Either party may terminate the agreement with six months' notice. Satoshi
Honda is also entitled to bonuses as determined by the Board of Directors of
the Company and for the year ended March 31, 2000 was paid Yen 18,306,000.
Mr. Ford and Eidos Interactive Limited are parties to a Service Agreement
pursuant to which Mr. Ford serves as General Manager of Eidos Interactive Pte
Limited (Singapore). The initial salary payable was U.S.$57,035 per year,
reviewable from time to time. Mr. Ford's salary was subsequently increased by
the Board of Directors to U.S.$87,100. Either party may terminate the agreement
with three months' notice. Mr. Ford is also entitled to bonuses as determined
by the Board of Directors of the Company.
There is not at present any formal bonus plan for directors and officers of the
Company. As is stated in the above descriptions of employment contracts,
bonuses are being paid entirely at the discretion of the Board of Directors of
the Company. Directors' remuneration and bonuses are based on recommendations
made by the Remuneration Committee (which comprises the two independent non-
executive directors).
48
<PAGE>
ITEM 12 -- OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
Pursuant to the Eidos Approved Share Option Scheme, the following options for
Ordinary Shares were outstanding at June 20, 2000:
<TABLE>
<CAPTION>
Options outstanding Exercise price per Ordinary Share Expiry dates of options
--------------------------------------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
663,703 68.67p -- 366.00p 7/20/00 -- 5/28/09
</TABLE>
Pursuant to the Eidos Unapproved Share Option Scheme, the following options for
Ordinary Shares of the Company were outstanding at June 20, 2000:
<TABLE>
<CAPTION>
Options outstanding Exercise price per Ordinary Share Expiry dates of options
--------------------------------------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
4,618,337 117.00p -- 366.00p 7/20/00 -- 4/10/07
</TABLE>
Pursuant to the Crystal Dynamics Stock Option Plan, the following options for
Ordinary Shares of the Company were outstanding at June 20, 2000:
<TABLE>
<CAPTION>
Options outstanding Exercise price per Ordinary Share Expiry dates of options
--------------------------------------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
925 110.20c -- 137.80c 10/11/04 -- 7/31/06
</TABLE>
Pursuant to the Eidos Interactive, Inc. Stock Option Plan, the following
options for Ordinary Shares of the Company were outstanding at June 20, 2000:
<TABLE>
<CAPTION>
Options outstanding Exercise price per Ordinary Share Expiry dates of options
--------------------------------------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
829,540 283.20c -- 584.60c 1/19/04 -- 4/10/07
</TABLE>
Pursuant to the U.K., French and German Sharesave Schemes, the following
options for Ordinary Shares were outstanding at June 20, 2000:
<TABLE>
<CAPTION>
Options outstanding Exercise price per Ordinary Share Expiry dates of options
--------------------------------------------------- ------------------------------------ ------------------------------------
<S> <C> <C>
254,365 140.00p -- 936.40p 2/1/02 -- 6/1/04
</TABLE>
49
<PAGE>
As of June 20, 2000, options for Ordinary Shares had been granted to the
following directors and officers of the Company pursuant to the Eidos share
option schemes:
<TABLE>
<CAPTION>
Exercise Price per Ordinary
Name Options Outstanding Option Exercise Period Share
----------- ----------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C>
Approved Scheme
I. Livingstone................. 18,935 04/03/99 04/01/06 158.40p
J. Heath-Smith................. 19,130 04/25/99 04/24/06 156.80p
J. M. J. Lewis................. 19,145 09/11/01 09/10/08 156.67p
S. R. Protheroe................ 50,000 07/21/97 07/19/04 68.67p
100,000 03/11/98 03/09/05 70.00p
J. Kemp........................ 36,308 05/29/02 05/28/09 366.00p
Unapproved Scheme
C. H. D. Cornwall.............. 1,075,000 10/14/01 10/13/05 117.00p
57,000 04/03/99 04/01/03 158.40p
I. Livingstone................. 221,065 04/03/99 04/01/03 158.40p
M. P. McGarvey................. 1,000,000 10/14/01 10/13/05 117.00p
125,520 10/16/00 10/14/04 171.50p
J. Heath-Smith................. 180,870 04/25/99 04/24/03 156.80p
J. M. J. Lewis................. 746,810 09/11/01 09/10/05 156.67p
S. R. Protheroe................ 70,000 04/03/99 04/01/03 158.40p
J. Kemp........................ 116,805 05/29/02 05/28/06 366.00p
R. Duhnke...................... 125,000 09/11/01 09/10/05 156.67p
P. Melchior.................... 125,000 09/11/01 09/10/05 156.67p
5,000 01/21/00 01/19/04 171.50p
US Stock Option Scheme
R. K. Dyer..................... 100,000 05/29/02 05/28/06 584.60c
</TABLE>
<TABLE>
<CAPTION>
Number Maturity Date Exercise Price
----------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C>
Sharesave Scheme
J. Heath-Smith................. 6,915 02/01/02 140.00p
C. I. Eastwood................. 4,840 02/01/02 140.00p
J. Kemp........................ 6,915 02/01/02 140.00p
R. Duhnke...................... 1,470 12/01/02 9.29[EURO]
P. Melchior.................... 1,290 12/01/04 9.29[EURO]
-----------------------------
All directors and executive
officers as a group 4,046,680
=============================
</TABLE>
Eidos Interactive Options
Ian Livingstone (the "Optionholder"), Chairman of the Board of the Company,
holds an option to purchase 3,636 Eidos Interactive Limited (formerly Domark
Group Limited) ordinary shares (the "Option") at L105.03 per share. The Company
may require the Optionholder to sell, and he may require the Company to
purchase, the Eidos Interactive ordinary shares at a rate of 77.8 Ordinary
Shares for each Eidos Interactive ordinary share. Effectively, the Option gives
the Optionholder the right to purchase 282,880 Ordinary Shares at a price of
L1.35 per Ordinary Share. The exercise period of the Option is at the
discretion of the Board of Directors.
The Option is freely assignable and carries no rights on the liquidation of
Eidos Interactive. Upon a variation of the issued share capital of Eidos
Interactive the number of Eidos Interactive ordinary shares subject to the
Option and/or the subscription price shall be adjusted in such manner as shall
place the Optionholder in the same position as regards the percentage of the
issued share capital of Eidos Interactive which he shall be entitled to acquire
upon full exercise of his Option. Upon an offer or invitation (whether by
rights issue or otherwise) to holders of Ordinary Shares, the Company shall
procure that at the same time the same offer or invitation is made to the
Optionholder as if his Option had been exercised, provided that the
Optionholder may elect to have the number of Ordinary Shares subject to the
Option and/or the subscription price adjusted in such manner as the auditors of
the Company shall determine.
50
<PAGE>
ITEM 13 -- INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Jeremy Heath-Smith, a director and Executive Officer of the Company, is a
member of the Core Design Pension Fund (the "Fund"). One of the Fund's assets
is the sole ownership of the premises occupied during part of the year by Core
Design Limited. During the 2000 fiscal year rent of L40,000 was paid to the
Pension Fund.
Eidos Technologies Limited has granted a licence to certain of its video
compression intellectual property to Forbidden Technologies' plc. In return,
Eidos will receive a royalty stream on Forbidden Technologies' products which
incorporate the technology licensed. Stephen Streater, a former executive
director of Eidos, and Victor Steel, a current non-executive of Eidos, are both
directors of Forbidden Technologies. Mr Streater left Eidos to found Forbidden
Technologies and therefore was no longer involved with Eidos when the licence
was granted. Mr Steel took no part in the discussions on either side.
51
<PAGE>
PART III
ITEM 15 -- DEFAULTS UPON SENIOR SECURITIES
None
52
<PAGE>
ITEM 16 -- CHANGES IN SECURITIES AND CHANGES IN SECURITY
FOR REGISTERED SECURITIES AND USE OF PROCEEDS
On January 25, 2000 the shareholders approved a five for one share split.
Following this the nominal value of the Ordinary Shares of the Company
decreased from 10p to 2p. The ADSs were also split in a similar way.
53
<PAGE>
PART IV
ITEM 18 -- FINANCIAL STATEMENTS
See pages F-2 through F-43 incorporated herein by reference.
ITEM 19 -- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The following financial statements, are filed as part of this annual report:
<TABLE>
<CAPTION>
<S> <C>
Page
Eidos plc
Statement of Directors' Responsibilities..................... F-1
Report of Independent Auditors............................... F-2
Consolidated Balance Sheets as of March 31, 1999 and March
31, 2000. ................................................... F-3
Consolidated Statements of Operations for the Years Ended
March 31, 1998, 1999 and 2000. .............................. F-4
Consolidated Statements of Total Recognized Gains and Losses
for the Years Ended March 31, 1998, 1999 and 2000. .......... F-5
Consolidated Statements of Changes in Shareholders' Equity
for the Years Ended March 31, 1998, 1999 and 2000. .......... F-6
Consolidated Statements of Cashflow for the Years Ended March
31, 1998, 1999 and 2000. .................................... F-7
Notes to Consolidated Financial Statements................... F-8
</TABLE>
(b) Exhibits
The following documents are filed as part of this annual report:
<TABLE>
<CAPTION>
<S> <C>
Page
Press release dated June 20, 2000............................. E-1
U.K. Press release dated June 13, 2000........................ E-2
U.S. Press release dated June 13, 2000........................ E-3
Press release dated March 24, 2000............................ E-4
</TABLE>
54
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Eidos plc
(Registrant)
/s/ Jeremy Lewis
Dated: July 5, 2000 Jeremy M. J. Lewis
(Chief Financial Officer)
55
<PAGE>
[This page is intentionally left blank.]
56
<PAGE>
EIDOS PLC AND SUBSIDIARIES
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The following statement, which should be read in conjunction with the report of
the Independent Auditors set out on page F-2, is made with a view to
distinguishing for shareholders the respective responsibilities of the
directors and of the auditors in relation to the consolidated financial
statements.
Company law in the U.K. requires the directors to prepare financial statements
for each financial year which give a true and fair view of the state of affairs
of the Company and Group and of the profit or loss of the Group for that
period. In preparing those financial statements, the directors are required to
a) select suitable accounting policies and then apply them consistently;
b) make judgements and estimates that are reasonable and prudent;
c) state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements; and
d) prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company and group will continue in
business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and the Group and to enable them to ensure that the financial
statements comply with the Companies Act 1985. They have responsibility for
taking such steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Eidos plc
We have audited the accompanying consolidated balance sheets of Eidos plc and
subsidiaries as of March 31, 2000 and 1999, and the related consolidated
statements of operations, statements of total recognised gains and losses, cash
flows, and changes in stockholders' equity for each of the years in the three-
year period ended March 31, 2000. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United Kingdom, which are substantially equivalent to auditing
standards generally accepted in the United States. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Eidos plc and
subsidiaries as of March 31, 2000 and 1999, and the results of their operations
and their cash flows for each of the years in the three-year period ended March
31, 2000, in conformity with generally accepted accounting principles in the
United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in certain
significant respects from accounting principles generally accepted in the
United States. Application of accounting principles generally accepted in the
United States would have affected results of operations for each of the years
in the three-year period ended March 31, 2000 and stockholders' equity as of
March 31, 2000 and 1999, to the extent summarized in Note 26 to the
Consolidated Financial Statements.
London, England KPMG Audit Plc
June 12, 2000 Chartered Accountants
and Registered Auditor
F-2
<PAGE>
EIDOS PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, March 31,
Note 1999 2000
----------- -------------- --------------
L'000 L'000
<S> <C> <C> <C>
Fixed assets
Intangible assets............................................................ 10 25,939 28,305
Tangible assets.............................................................. 11 5,668 6,022
Investments.................................................................. 12
Joint ventures.............................................................. --- 1,840
Other investments........................................................... 12,164 38,081
Total investments............................................................ 12,164 39,921
-------------- --------------
Total fixed assets........................................................... 43,771 74,248
-------------- --------------
Current assets
Stocks....................................................................... 13 5,666 13,286
Debtors...................................................................... 14 57,737 77,665
Cash at bank and in hand..................................................... 48,220 103,449
-------------- --------------
111,623 194,400
Creditors: amounts falling due within one year............................... 15 (58,049) (142,176)
-------------- --------------
Net current assets........................................................... 53,574 52,224
-------------- --------------
Total assets less current liabilities........................................ 97,345 126,472
Creditors: amounts falling due after more than one year
U.S.$ convertible bonds..................................................... (30,333) ---
Other creditors............................................................. (480) (53)
-------------- --------------
16 (30,813) (53)
-------------- --------------
Net assets................................................................... 66,532 126,419
============== ==============
Capital and reserves
Called up share capital...................................................... 19 1,728 2,071
Share premium account........................................................ 22 50,165 85,034
Other reserves............................................................... 22 707 707
Profit and loss account...................................................... 22 13,932 38,607
-------------- --------------
Equity shareholders' funds................................................... 22 66,532 126,419
============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
EIDOS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year ended Year ended Year ended
Notes March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C> <C>
Turnover: Group and share of joint ventures'............... 137,234 226,284 203,265
Less: share of joint ventures.............................. --- --- (8,464)
Turnover................................................... 3 137,234 226,284 194,801
Cost of sales.............................................. (47,263) (81,628) (87,908)
-------------- -------------- --------------
Gross profit............................................... 89,971 144,656 106,893
Selling and marketing expenses............................. (23,697) (37,096) (46,380)
Research and development................................... (29,898) (39,619) (47,173)
Goodwill amortization..................................... --- (4,070) (13,448)
Other general and administrative.......................... (16,902) (24,701) (27,255)
Total general and administrative........................... (16,902) (28,771) (40,703)
Other operating expenses................................... (21) --- ---
-------------- -------------- --------------
Group operating income/(loss) 19,453 39,170 (27,363)
Share of operating profit of joint ventures................ --- --- 532
-------------- -------------- --------------
Income/(loss) from operations.............................. 19,453 39,170 (26,831)
Exceptional income/(loss) on sale of investments or
termination of operations ................................ 12 (1,852) --- 80,236
Net interest and similar charges........................... 7 (1,094) (1,250) (4,130)
-------------- -------------- --------------
Income on ordinary activities before tax................... 4 16,507 37,920 49,275
Tax on income on ordinary activities....................... 8 (5,642) (13,670) (24,072)
-------------- -------------- --------------
Net income for the period.................................. 10,865 24,250 25,203
============== ============== ==============
Earnings per share......................................... 9 12.8p 28.3p 25.9p
Diluted earnings per share................................. 9 12.2p 25.0p 23.8p
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
--------
(1) The earnings per share numbers for the years ended March 31, 1998 and 1999
have been restated to reflect the five for one stock split which took
place on January 25, 2000.
F-4
<PAGE>
EIDOS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Net income for the period.................................................... 10,865 24,250 25,203
Consolidation translation differences on foreign currency net investments.... 26 (589) (1,034)
-------------- -------------- --------------
Total recognized gains relating to the period................................ 10,891 23,661 24,169
Prior period adjustment:
relating to the period ended March 31, 1996................................. (1,149) --- ---
relating to the period ended March 31, 1997................................. (14,457) --- ---
-------------- -------------- --------------
Total gains and losses recognized since last report.......................... (4,715) 23,661 24,169
============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Cumulative translation differences
<TABLE>
<CAPTION>
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
<S> <C> <C> <C>
Balance brought forward 364 390 (199)
Before tax translation differences 40 (921) (1,668)
Tax benefit/(expense) (14) 332 634
-------------- -------------- --------------
After tax translation differences 26 (589) (1,034)
-------------- -------------- --------------
Balance carried forward 390 (199) (1,233)
============== ============== ==============
</TABLE>
F-5
<PAGE>
EIDOS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY:
<TABLE>
<CAPTION>
Additional
Ordinary 2p shares paid Goodwill Profit and
--------------------------- up Other write-off loss
Shares(#) Amount capital reserve reserve account Total
------------ ------------ ------------ ------------ ------------ ------------ ------------
L'000 L'000 L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C> <C>
Balances as of
March 31, 1997 ........ 84,282,040 1,686 48,401 167 (9,270) (10,602) 30,382
Profit for the year...... --- --- --- --- --- 10,865 10,865
Exchange differences..... --- --- --- --- --- 26 26
Issue of new ordinary
shares................. 423,195 8 713 --- --- --- 721
Share issue expenses..... --- --- (140) --- --- --- (140)
Exercise of warrants and
options................ 816,530 16 313 --- --- --- 329
Arising on conversion of
the bond............... 28,600 1 62 --- --- --- 63
Goodwill arising on
acquisitions........... --- --- --- --- (4,036) --- (4,036)
Goodwill written off on
subsidiaries........... --- --- --- --- 2,362 --- 2,362
Goodwill written off on
associates............. --- --- --- --- 364 --- 364
Merger relief released on
disposal of subsidiary --- --- --- --- (1,752) 1,752 ---
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances as of
March 31, 1998 ......... 85,550,365 1,711 49,349 167 (12,332) 2,041 40,936
Reclassification required
by FRS 10.............. --- --- --- --- 12,332 (12,332) ---
------------ ------------ ------------ ------------ ------------ ------------ ------------
Restated balances as of
March 31, 1998......... 85,550,365 1,711 49,349 167 --- (10,291) 40,936
Profit for the year...... --- --- --- --- --- 24,250 24,250
Exchange differences..... --- --- --- --- --- (589) (589)
Options issued during
the year............... --- --- --- 540 --- --- 540
Exercise of warrants and
options................ 861,035 17 816 --- --- --- 833
Goodwill written off on
subsidiaries........... --- --- --- --- --- 395 395
Goodwill written off on
associates............. --- --- --- --- --- 167 167
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances as of
March 31, 1999 ........ 86,411,400 1,728 50,165 707 --- 13,932 66,532
Profit for the year...... --- --- --- --- --- 25,203 25,203
Exchange differences..... --- --- --- --- --- (1,034) (1,034)
Arising on conversion of
the bond............... 14,272,015 286 30,962 --- --- --- 31,248
Exercise of warrants and
options................ 2,843,025 57 3,907 --- --- --- 3,964
Goodwill written off on
associates............. --- --- --- --- --- 506 506
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balances as of
March 31, 2000 ......... 103,526,440 2,071 85,034 707 --- 38,607 126,419
============ ============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
At March 31, 2000 L1,233,000 had been debited directly to the profit and loss
account reserve in respect cumulative exchange differences (1999: L199,000
debit, 1998: L390,000 credit).
F-6
<PAGE>
EIDOS PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOW
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Operating income/(loss)...................................................... 19,453 39,170 (27,363)
Depreciation of tangible fixed assets........................................ 2,830 3,539 3,150
Amortization and write off of goodwill....................................... --- 4,632 13,954
Increase in stock............................................................ (2,906) (373) (7,921)
Increase in debtors.......................................................... (3,664) (28,644) (20,628)
Increase in creditors........................................................ 151 11,744 10,341
-------------- -------------- --------------
Net cash inflow/(outflow) from operating activities.......................... 15,864 30,068 (28,467)
-------------- -------------- --------------
Returns on investment and servicing of finance...............................
Interest received 1,275 1,773 1,090
Bank interest paid........................................................... --- (420) (2,630)
Interest paid on bond........................................................ (1,527) (1,897) (652)
Interest paid on finance leases.............................................. (154) (211) (44)
Expenses paid in connection with bond issue.................................. (1,026) --- ---
Other interest paid.......................................................... (171) --- (245)
-------------- -------------- --------------
(1,603) (755) (2,481)
-------------- -------------- --------------
Taxation
UK taxation paid............................................................. (509) (1,867) (10,830)
Overseas taxation paid....................................................... (111) (4,618) (5,965)
-------------- -------------- --------------
(620) (6,485) (16,795)
-------------- -------------- --------------
Capital expenditure and financial investment
Purchase of tangible fixed assets............................................ (4,229) (2,175) (3,602)
Sale of tangible fixed assets................................................ 16 75 87
Purchase of other investments................................................ (11,746) (570) (36,555)
Sale of other investments.................................................... --- --- 91,505
-------------- -------------- --------------
(15,959) (2,670) 51,435
-------------- -------------- --------------
Acquisitions and disposals
Sale of businesses........................................................... 500 --- ---
Purchase of subsidiary companies............................................. --- (15,378) (14,327)
Net cash acquired with subsidiaries.......................................... --- 459 ---
Purchase of associates and joint undertakings................................ (3,208) --- (17,945)
-------------- -------------- --------------
(2,708) (14,919) (32,272)
-------------- -------------- --------------
Net cash (outflow)/inflow before financing................................... (5,026) 5,239 (28,580)
Financing
Issue of new ordinary shares................................................. 330 833 3,964
Expenses paid in connection with share issue................................. (218) --- ---
Proceeds from bond issue..................................................... 30,864 --- ---
Repayment of principal under finance leases.................................. (810) (761) (370)
-------------- -------------- --------------
30,166 72 3,594
-------------- -------------- --------------
Increase/(decrease) in cash in the period.................................... 25,140 5,311 (24,986)
============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
<PAGE>
EIDOS PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 Nature of Business and Organization
The activities of Eidos plc and subsidiaries ("Eidos," "the Company" or "the
Group") during the periods presented herein were the developing and publishing
of interactive software titles for PC and certain games consoles (under licence
with the console manufacturer), the design, manufacture and sale of video
compression and video editing software, post-production video editing and new
media design and consultancy.
Currently the principal markets for the Group's products, all of which are
similar in size based on turnover, are the United States, United Kingdom and
Continental Europe. Asia and the rest of the World makes up a small but growing
part of the Group revenue. Computer software titles are sold primarily to
wholesale and retail distributors.
The computer games industry is characterized by the dominance of "hit titles";
consequently a relatively small number of titles (or franchises) will often
make up a significant proportion of turnover and net income. Eidos' stated
policy is to concentrate on quality titles and consequently titles which
management believes to be marginal are often terminated or sub-licensed.
2 Summary of Significant Accounting Policies
The financial statements have been prepared in accordance with applicable
Accounting Standards in the United Kingdom. A summary of the more important
Group accounting policies, which have been applied consistently, is set out
below.
The most significant differences between the accounting policies followed by
the Group and generally accepted accounting principles in the United States
(U.S. GAAP) are described in Note 28.
Change of accounting policy
With effect from April 1, 1997, Eidos has implemented a change in its
accounting policy in respect of software development expenditure. In previous
accounting periods, these costs were capitalized where technological
feasibility and the ultimate commercial viability were evaluated as reasonably
certain. The complexity and rate of change of the underlying technology
together with increased competitiveness within the market place have brought
increased difficulty to this evaluation process: this applies to both internal
and external development. Consequently, all software development expenditure is
now being charged to the profit and loss account in the period in which it is
incurred. The comparatives for fiscal 1997 were restated to reflect the effect
of this change. The effect (in the year of implementation) was a reduction of
L6.1 million (1997: L14.5 million) in the profit before tax for fiscal 1998.
Basis of accounting
The financial statements are prepared in accordance with the historical cost
convention. The Group has implemented new Financial Reporting Standards (FRSs)
which are effective for the first time, being FRS 15 Tangible Fixed Assets and
FRS 16 Current Tax. Neither of these has had a significant effect on the
reported results and financial position.
F-8
<PAGE>
2 Summary of Significant Accounting Policies (Continued)
Basis of consolidation
The consolidated financial statements include the financial statements of the
Company and its subsidiary undertakings. The results of subsidiaries sold or
acquired are included in the consolidated income statement up to, or from, the
date control passes. Intra-group sales and profits are eliminated fully on
consolidation. The results of Crystal Dynamics are included for the period from
November 5, 1998.
On acquisition of a subsidiary, all of the subsidiary's assets and liabilities
that exist at the date of acquisition are recorded at their fair values
reflecting their condition at that date. All changes to those assets and
liabilities, and the resulting gains and losses, that arise after the Group has
gained control of the subsidiary are charged to the post acquisition statements
of operations.
Associated undertakings and joint arrangements
Associated undertakings are undertakings in which the Group holds a long term
interest and over which it actually exercises significant influence. Joint
ventures are undertakings which are jointly controlled with other entities or
individuals. The Group's share of profits less losses from associated
undertakings is included in the profit and loss account on the equity
accounting basis. The holding value of associated and joint undertakings is
based upon the Group's equity in net assets of such undertakings, as shown by
the most recent accounts available.
Goodwill
Goodwill in respect of acquisitions represents the excess of the fair value of
the consideration given over the fair value of the identifiable net assets
acquired. Goodwill arising prior to April 1, 1998 has been written off
immediately against reserves. Goodwill arising after April 1, 1998 has been
capitalized and is being amortized in the profit and loss account over
appropriate periods in accordance with FRS 10.
A charge is recognized in income in respect of any impairment in the value of
goodwill. Goodwill written off directly to reserves and not previously charged
to income is included in determining the income or loss on disposal of a
subsidiary.
Goodwill previously written off to reserves was not reinstated in the balance
sheet when FRS 10 was adopted. It has been set off against the merger reserve
with the balance being set off against the profit and loss account reserve.
Given the nature of the industry, the useful economic life of goodwill arising
during the year was estimated to be three years and the intangible asset is
being amortized over this period.
Turnover
Turnover, which excludes sales between Group companies and trade discounts,
represents the invoiced amounts of goods sold, net of provisions for returns
and value added tax. Revenue from royalty agreements is recognized upon
reaching specific dates set out in royalty contracts. In the case of minimum
royalty agreements revenue is recognized when the amounts are contractually due
and are non-refundable.
F-9
<PAGE>
2 Summary of Significant Accounting Policies (Continued)
Tangible fixed assets
The cost of fixed assets is their purchase cost, together with any incidental
costs of acquisition. Provision is made for depreciation on all tangible fixed
assets at rates calculated to write off the cost less residual value of each
asset over its expected useful life as follows:
<TABLE>
<CAPTION>
<S> <C>
Leasehold improvements Over the life of the lease
Fixture and fittings 20% per annum straight line
Computer equipment 33% per annum straight line
Motor vehicles 25% per annum straight line
</TABLE>
Research and development
All research and development expenditure is charged to income as incurred. This
includes all software development expenditure on individual titles and includes
advance royalties paid under publishing agreements to external developers and
advance royalties paid under licensing arrangements.
Investments
Investments held as fixed assets are stated at cost less provision for any
impairment in value.
Cash at bank and in hand
This comprises cash and cash on deposit.
Licence fees
Licence fees payable to celebrities and professional sports organisations for
use of their name over a number of years or for a range of products (a
franchise), including sub-licence arrangements and fees payable through
intermediaries, are charged to income as sales and marketing expenditure over
the life of the licence. Licence fees are classified as current and non-current
assets based on the remaining life of the licence. Management regularly reviews
the carrying value of such licences and will accelerate the amortisation should
circumstances require it.
Deferred taxation
Provision is made for deferred taxation at the anticipated tax rate, using the
liability method, on all material timing differences to the extent that it is
probable that a liability or asset will crystallize in the near future.
Foreign currencies
Assets and liabilities of subsidiaries in foreign currencies are translated
into sterling at rates of exchange ruling at the end of the financial year. The
results and cash flows of foreign subsidiaries are translated at the average
rate of exchange for the year. Gains and losses on exchange arising from the
re-translation of the opening net investment in subsidiary companies and from
the translation of the results of those companies are taken to reserves and are
reported in the statement of total recognized gains and losses. Exchange
differences arising from the re-translation of long-term foreign currency
borrowings used to finance foreign currency investments are also taken to
reserves. All other foreign exchange differences are taken to income in the
year in which they arise.
F-10
<PAGE>
2 Summary of Significant Accounting Policies (Continued)
Stocks
Stocks are valued at the lower of cost and net realizable value. In general,
cost is determined on a first, in first out basis and includes transport and
handling costs.
Finance and operating leases
Costs in respect of operating leases are charged on a straight line basis over
the lease term. Leasing agreements which transfer to the Group substantially
all the benefits and risks of ownership of an asset are treated as if the asset
has been purchased outright. These assets are included in fixed assets and the
capital element of the leasing commitments is shown as obligations under
finance leases. The capital element of lease payments is applied to reduce the
outstanding obligations and the interest element is charged to income so as to
give a constant periodic rate of charge on the remaining balance outstanding at
each accounting period. Assets held under finance leases are depreciated over
the shorter of the lease terms and the useful lives of equivalent owned assets.
Pensions
The Group operates various defined contribution pension schemes. Contributions
are charged to income as they become payable in accordance with the rules of
the schemes.
Advertising costs
Advertising costs are expensed on first showing of the advertisement.
Advertising costs in fiscal 2000 were L25.2 million (1999: L20.7 million, 1998,
L13.8 million).
Derivative financial instruments
The Group uses derivative financial instruments to reduce exposure to foreign
exchange risk. The Group does not hold or issue derivative financial
instruments for speculative purposes.
For a forward foreign exchange contract to be treated as a hedge, the
instrument must be related to actual foreign currency assets or liabilities or
to a fixed commitment. It must involve the same currency or similar currencies
as the hedged item and must also reduce the risk of foreign currency exchange
movements on the Group's operations. Gains and losses arising on these
contracts are deferred and recognized in the profit and loss account, or as
adjustments to the carrying amount of fixed assets, only when the hedged
transaction has itself been reflected in the Group's accounts.
If an instrument ceases to be accounted for as a hedge, for example, because
the underlying hedge position is eliminated, the instrument is marked to market
and any resulting profit or loss recognized at that time.
Convertible bond
The bond was initially stated at the amount of the net proceeds after deduction
of issue costs. Exchange gains or losses on the bond were taken to the profit
and loss account. No gain or loss was recognized on conversion.
F-11
<PAGE>
2 Summary of Significant Accounting Policies (Continued)
Concentration of credit risk
Financial instruments potentially subject to concentration of credit risk
consist principally of accounts receivable with customers. The Group performs
ongoing credit evaluations of its customers as it considers necessary, and
makes provisions for potential credit losses as required.
Use of estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
3 Segmental Analysis
The analysis by class of business of the Group's turnover, income before
taxation and assets for the years ended March 31, 2000, March 31, 1999 and
March 31, 1998 is set out below.
Turnover by class of business
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Class of business
Computer software............................................................ 134,078 222,775 190,363
Video editing................................................................ 3,145 3,667 4,443
Record company............................................................... 41 --- ---
-------------- -------------- --------------
137,264 226,442 194,806
Inter-segment revenue........................................................ (30) (158) (5)
-------------- -------------- --------------
137,234 226,284 194,801
============== ============== ==============
</TABLE>
Income/(loss) on ordinary activities before tax
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Class of business
Computer software............................................................ 18,738 38,702 49,897
Video editing................................................................ (620) (782) (622)
Record Company............................................................... (1,611) --- ---
-------------- -------------- --------------
16,507 37,920 49,275
============== ============== ==============
</TABLE>
F-12
<PAGE>
3 Segmental Analysis (Continued)
Assets
<TABLE>
<CAPTION>
Gross assets Long-lived assets
-------------------------------- --------------------------------
Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31,
1999 2000 1999 2000
-------------- -------------- -------------- --------------
L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C>
Class of business
Computer software.......................................... 152,393 266,319 42,434 73,115
Video editing.............................................. 3,000 2,329 1,337 1,133
-------------- -------------- -------------- --------------
155,393 268,648 43,771 74,248
============== ============== ============== ==============
</TABLE>
Turnover by destination
The Group manages its computer software business by geographical area.
Eidos has offices in the United Kingdom, United States, France, Germany, Japan
and Singapore. The latter two do not generate significant income in relation to
the remainder of the Group and are included within the `Rest of World' segment.
The French and German offices sell to other French and German speaking European
countries (namely Belgium, Austria and Switzerland). For reporting purposes
these territories are included within `Rest of Europe'.
The turnover is attributable to the Group's principal activities and arose in
the following geographical areas:
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
United Kingdom............................................................... 26,287 36,442 40,085
Continental Europe........................................................... 53,124 99,868 79,782
U.S.......................................................................... 49,456 78,476 63,719
Rest of World................................................................ 8,367 11,498 11,215
-------------- -------------- --------------
137,234 226,284 194,801
============== ============== ==============
</TABLE>
Sales to Continental Europe can be divided further as follows:
<TABLE>
<CAPTION>
Year ended Year ended
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Germany..................................... 45,578 23,488
France...................................... 32,949 21,181
Rest of Europe.............................. 21,341 35,113
-------------- --------------
99,868 79,782
============== ==============
</TABLE>
This analysis is not available for earlier years.
F-13
<PAGE>
3 Segmental Analysis (Continued)
Turnover by origination
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
United Kingdom............................................................... 46,134 63,081 73,270
Germany...................................................................... 17,917 45,563 27,311
France....................................................................... 22,129 33,496 26,222
U.S.......................................................................... 51,054 82,185 65,598
Rest of World................................................................ --- 1,959 2,400
-------------- -------------- --------------
137,234 226,284 194,801
============== ============== ==============
</TABLE>
Inter-segment sales
<TABLE>
<CAPTION>
By origination By destination
------------------------------------------------- --------------------------------------------------
Year ended Year ended Year ended Year ended Year ended Year ended
March 31, March 31, March 31, March 31, March 31, March 31,
1998 1999 2000 1998 1999 2000
-------------- -------------- ------------- -------------- -------------- --------------
L'000 L'000 L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C>
United Kingdom 45,748 77,989 65,09 6,408 11,068 11,914
Germany...... --- --- 11 14,661 27,949 20,398
France....... 19 --- -- 11,052 21,953 22,847
U.S.......... --- 4,604 10,20 13,646 20,519 20,019
Rest of World --- 19 1,07 --- 1,123 1,259
-------------- -------------- ------------- -------------- -------------- --------------
45,767 82,612 76,47 45,767 82,612 76,437
============== ============== ============= ============== ============== ==============
</TABLE>
Turnover to unaffiliated customers
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------------------------- -------------------------------- --------------------------------
Home Export Home Export Home Export
Sales Sales Sales Sales Sales Sales
-------------- -------------- ------------- -------------- -------------- --------------
L'000 L'000 L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C>
United Kingdom 26,306 19,828 36,42 26,639 39,964 33,306
Germany...... 17,917 --- 45,53 --- 23,317 3,994
France....... 22,129 --- 32,96 550 21,180 5,042
U.S.......... 48,436 2,618 76,51 5,644 61,305 4,293
Rest of World --- --- 1,99 --- 2,400 ---
-------------- -------------- ------------- -------------- -------------- --------------
114,788 22,446 193,41 32,833 148,166 46,635
============== ============== ============= ============== ============== ==============
</TABLE>
F-14
<PAGE>
3 Segmental Analysis (Continued)
A further breakdown of the export sales by the United Kingdom are:
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 2000 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Europe....................................................................... 13,178 20,879 26,410
U.S.......................................................................... 903 1,935 2,313
Rest of World................................................................ 5,747 3,825 4,583
-------------- -------------- --------------
19,828 26,639 33,306
============== ============== ==============
</TABLE>
The above analysis does not include Eidos' share of turnover from the joint
ventures (L8.5 million). This originates from Spain and all relates to a single
business segment, computer software. In addition turnover originating from the
UK includes sales to the joint ventures in Spain of L3.9 million after
provisions.
Income/(loss) on ordinary activities before tax
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Geographical segment
United Kingdom............................................................... 11,064 29,425 (2,059)
Germany...................................................................... 1,258 5,858 (3,538)
France....................................................................... 1,577 4,097 (459)
Spain (joint ventures)....................................................... --- --- 493
U.S.......................................................................... 2,608 (1,444) (25,531)
Rest of World................................................................ --- (16) 133
-------------- -------------- --------------
16,507 37,920 (30,961)
Profit on disposal of investments -- United Kingdom.......................... --- --- 80,236
-------------- -------------- --------------
16,507 37,920 49,275
============== ============== ==============
</TABLE>
F-15
<PAGE>
3 Segmental Analysis (Continued)
Assets
<TABLE>
<CAPTION>
Gross assets Long-lived assets
-------------------------------- --------------------------------
March 31, March 31, March 31, March 31,
1999 2000 1999 2000
-------------- -------------- -------------- --------------
L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C>
Geographical segment
United Kingdom............................................. 63,441 188,444 16,569 56,616
Germany.................................................... 17,102 13,835 124 127
France..................................................... 8,576 5,698 132 124
Spain (joint ventures)..................................... --- 4,682 --- 258
U.S........................................................ 64,471 55,240 26,862 17,035
Rest of World.............................................. 1,803 749 84 88
-------------- -------------- -------------- --------------
155,393 268,648 43,771 74,248
============== ============== ============== ==============
</TABLE>
4 Income/(Loss) on Ordinary Activities Before Tax
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
This is stated after charging:
Auditors' remuneration for audit............................................. 151 205 255
Other fees paid to the auditors and their associates*........................ 395 569 757
Depreciation of tangible fixed assets held under finance leases.............. 824 790 383
Depreciation of tangible owned fixed assets.................................. 2,006 2,749 2,767
Write off of goodwill:
Included within normal operating costs...................................... 364 562 506
Included within exceptional non-operating costs............................. 2,362 --- ---
Hire of plant and machinery -- operating leases.............................. 308 439 606
Hire of other assets -- operating leases..................................... 1,088 1,269 2,133
</TABLE>
--------
* This includes L40,000 paid to the previous auditor in the year ended March
31, 1999 (1998: L165,000). In addition to the above, fees of L354,000 in the
year ended March 31, 2000 (1999: L507,000, 1998: Lnil) were paid to the
current auditor and capitalized as acquisition costs.
F-16
<PAGE>
5 Directors' Emoluments and Related Party Transactions
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Directors' emoluments
Salary payments.............................................................. 2,910 6,460 7,137
Fees......................................................................... 150 104 74
Company pension contributions................................................ 98 94 113
Other benefits............................................................... 147 201 236
-------------- -------------- --------------
3,305 6,859 7,560
============== ============== ==============
</TABLE>
Retirement benefits are accruing to 6 (1999:6) directors under the Group's main
pension plan. In addition 1 director (1999: 1) has benefits accruing under the
Core Design Pension Plan.
Interests in share options
Details of options held by directors are set out below:
<TABLE>
<CAPTION>
Date from
April 1, Exercised in Exercise which
1999(1) period(2) March 31, 2000 price(1) exercisable Expiry date
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
I. Livingstone.. 221,065 --- 221,065 158.40 04/03/99 04/01/03
18,935 --- 18,935 158.40 04/03/99 04/01/06
282,880(3) --- 282,880 135.00 01/01/97 03/31/01
C. H. D. Cornwall 93,500 (93,500) --- 68.67 --- ---
163,500 (163,500) --- 70.00 --- ---
1,075,000 --- 1,075,000 117.00 10/14/01 10/13/05
175,000 (118,000) 57,000 158.40 04/03/99 04/01/03
M. McGarvey .... 27,300 (27,300) --- 23.00 --- ---
97,180 (97,180) --- 163.10 --- ---
125,520 --- 125,520 171.50 10/16/00 10/14/04
1,000,000 --- 1,000,000 117.00 10/14/01 10/13/05
J. Heath-Smith.. 180,870 --- 180,870 156.80 04/25/99 04/24/03
19,130 --- 19,130 156.80 04/25/99 04/24/06
J. M. J. Lewis.. 746,810 --- 746,810 156.67 09/11/01 09/10/05
19,145 --- 19,145 156.67 09/11/01 09/10/08
S. R. Protheroe. 70,000 --- 70,000 158.40 04/03/99 04/01/03
50,000 --- 50,000 68.67 07/21/97 07/19/04
100,000 --- 100,000 70.00 03/11/98 03/09/05
</TABLE>
--------
(1) Restated to reflect the five for one stock split which took place on
January 25, 2000.
(2) The options exercised in the year were all exercised on June 10, 1999 when
the market price was 410.0p (restated to reflect stock split).
(3) Effective holding shown. Mr Livingstone holds an option to purchase shares
in Eidos Interactive Limited which upon exercise are exchangeable for
shares in the Company.
The market price of shares in Eidos plc was 393.0p on March 31, 2000 and 550.0p
on June 20, 2000. The highest price during the year was 1273.2p and the lowest
was 347.5p.
All options give the holders the rights to acquire shares on a one for one
basis.
F-17
<PAGE>
5 Directors' Emoluments and Related Party Transactions (Continued)
Related party disclosures
(a) Jeremy Heath-Smith, a director and Executive Officer of the Company, is a
member of the Core Design Pension Fund (the "Fund"). One of the Fund's assets
is the sole ownership of the premises occupied by Core Design Limited. During
the year rent of L40,000 was paid to the Pension Fund.
(b) During the current year the Group advanced L6.1 million to its associated
companies as royalties and advances on games being developed for the Group. In
addition, it paid L1.0 million to Eidopt AS (joint venture) to fund its
research into a games storage device.
(c) In July 1999 Eidos acquired a 75% stake in Proein SA. In the period since
acquisition Eidos sold games to Proein for a total of L3.9 million after
provisions. These games were all sold on an arm's length basis. In addition in
the same period Eidos paid L0.8 million to Pyro Studios SL (in which Eidos
acquired a 25% stake) as royalties and for the development of games for Eidos.
At March 31, 2000 Eidos was owed L1.7 million by Proein (via a third party
distributor) and owed Pyro L326,000.
(d) Eidos Technologies Limited has granted a licence to certain of its video
compression intellectual property to Forbidden Technologies plc. In return,
Eidos will receive a royalty stream on Forbidden Technologies' products which
incorporate the technology licensed. Stephen Streater, a former executive
director of Eidos, and Victor Steel, a current non-executive director of Eidos,
are both directors of Forbidden Technologies. Mr Streater left Eidos to found
Forbidden Technologies and therefore was no longer involved with Eidos when the
licence was granted. Mr Steel took no part in the discussions on either side.
All inter-company transactions are required to be on an arm's length basis.
6 Employee Information
The average weekly number of persons (including executive directors) employed
by the Group and total costs during the periods indicated below were:
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
<S> <C> <C> <C>
By activity
Corporate.................................................................... 17 18 26
Computer entertainment software.............................................. 354 458 485
Video editing, post production and new media................................. 63 68 72
Record company............................................................... 2 --- ---
-------------- -------------- --------------
436 544 583
============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
L'000 L'000 L'000
<S> <C> <C> <C>
Staff costs
Wages and salaries........................................................... 18,048 27,006 32,526
Social security costs........................................................ 1,747 3,185 3,763
Pension costs................................................................ 459 584 858
-------------- -------------- --------------
20,254 30,775 37,147
============== ============== ==============
</TABLE>
F-18
<PAGE>
7 Net Interest and Similar Charges
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Interest payable
Group
Bank loans and overdrafts.................................................... (171) (665) (3,868)
Convertible bond............................................................. (2,050) (2,143) (984)
Finance leases............................................................... (154) (211) (43)
Other interest............................................................... --- --- (297)
-------------- -------------- --------------
(2,375) (3,019) (5,192)
Share of joint ventures'..................................................... --- --- (48)
-------------- -------------- --------------
(2,375) (3,019) (5,240)
-------------- -------------- --------------
Interest receivable
Group........................................................................ 1,281 1,769 1,100
Share of joint ventures'..................................................... --- --- 10
-------------- -------------- --------------
1,281 1,769 1,110
-------------- -------------- --------------
Net interest and similar charges............................................. (1,094) (1,250) (4,130)
============== ============== ==============
</TABLE>
8 Tax on Income/(Loss) on Ordinary Activities
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
UK Corporation tax........................................................... 3,127 8,629 25,711
Overseas taxation............................................................ 2,515 5,405 (1,918)
Deferred taxation............................................................ --- 339 628
-------------- -------------- --------------
5,642 14,373 24,421
Adjustment in respect of prior years: Overseas taxation...................... --- (703) (349)
-------------- -------------- --------------
5,642 13,670 24,072
============== ============== ==============
Of which:
Arising on the disposal of investments...................................... --- --- 24,586
Remaining Group taxation.................................................... 5,642 13,670 (746)
Joint ventures' taxation.................................................... --- --- 232
-------------- -------------- --------------
5,642 13,670 24,072
============== ============== ==============
</TABLE>
F-19
<PAGE>
8 Tax on Income/(Loss) on Ordinary Activities (Continued)
Income taxes
Total income tax expense differs from the amounts computed by applying the U.K.
statutory income tax rate of 30% (1999: 31%, 1998: 31%) to income/(loss) before
taxes, as a result of the following:
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
In thousands
U.K. statutory rate.......................................................... 5,117 11,755 14,783
Difference between overseas and U.K. tax rate................................ 405 3,210 (2,605)
Permanent disallowables...................................................... 334 192 5,946
Deferred tax asset not recognized, net....................................... 1,329 (102) 3,670
Utilization of brought forward losses........................................ (2,083) (2,092) (39)
Non-recognition of U.K. capital losses carried forward....................... 540 --- ---
Other differences............................................................ --- 707 2,317
-------------- -------------- --------------
Provision.................................................................... 5,642 13,670 24,072
============== ============== ==============
</TABLE>
As of March 31, 2000 the Group had net operating loss carry forwards of
approximately L25.2 million available to relieve taxable income in future
periods. This includes L16 million acquired tax losses which arose during the
year ended March 31, 1999 on the acquisition of Crystal Dynamics. The majority
of the losses will be available for the next twelve to fourteen years.
9 Earnings/(loss) Per Share
The calculations of earnings per share are based on the following information.
All numbers (including the comparatives) reflect the five for one share split
which took place on January 25, 2000.
Weighted average number of shares:
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
---------------- ---------------- ----------------
Number of shares Number of shares Number of shares
<S> <C> <C> <C>
For basic earnings per share.......................................... 84,717,305 85,689,145 97,221,713
Conversion of convertible debt........................................ 13,108,965 14,272,090 4,753,655
Exercise of share options............................................. 1,227,435 2,214,045 4,842,924
---------------- ---------------- ----------------
For diluted earnings per share........................................ 99,053,705 102,175,280 106,818,292
================ ================ ================
</TABLE>
F-20
<PAGE>
9 Earnings/(loss) Per Share (Continued)
<TABLE>
<CAPTION>
Basic Diluted
------------------------------------------------ ------------------------------------------------
Restated Year Year ended Year ended Restated Year Year ended Year ended
ended March March 31, March 31, ended March March 31, March 31,
31, 1998 1999 2000 31, 1998 1999 2000
------------- ------------- ------------- ------------- ------------- -------------
L'000 L'000 L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C>
Net income/(loss) for
the year................... 10,865 24,250 25,203 10,865 24,250 25,203
Interest saved on
conversion of deb.......... --- --- --- 1,263 1,327 226
------------- ------------- ------------- ------------- ------------- -------------
Earnings/(loss)............. 10,865 24,250 25,203 12,128 25,577 25,429
============= ============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
Pence per Pence per Pence per Pence per Pence per Pence per
share share share share share share
<S> <C> <C> <C> <C> <C> <C>
Earnings/(loss)............ 12.8 28.3 25.9 12.2 25.0 23.8
============= ============= ============= ============= ============= =============
</TABLE>
The diluted earnings per share for the year ended March 31, 1998 has been
restated in accordance with Financial Reporting Standard No. 14.
10 Intangible Assets
<TABLE>
<CAPTION>
Total
--------------
L'000
<S> <C>
Goodwill
Cost
At April 1, 1999.............................................. 30,009
Additions..................................................... 15,745
Exchange adjustments.......................................... 69
--------------
At March 31, 2000............................................. 45,823
--------------
Amortization
At April 1, 1999.............................................. 4,070
Charge for the period......................................... 13,448
--------------
At March 31, 2000............................................. 17,518
--------------
Net book value
At March 31, 2000............................................. 28,305
==============
At March 31, 1999............................................. 25,939
==============
</TABLE>
Additions in the year relate to the acquisition of Proein and Pyro which have
been accounted for as joint ventures (see note 12). Goodwill has been
calculated based on consideration, net of expenses, of L17,945,000 which was
paid during the year and the fair value of net assets acquired of L2,200,000.
Goodwill amortisation on Proein, Pyro and Crystal Dynamics (acquired in 1999)
has been calculated based on the three year estimated useful economic life as
detailed in note 1.
F-21
<PAGE>
11 Tangible Assets
<TABLE>
<CAPTION>
Leasehold Fixtures and Computer
improvements fittings equipment Motor vehicles Total
---------------- ---------------- ---------------- ---------------- ----------------
L'000 L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C> <C>
Cost
At April 1, 1999.............. 2,065 2,235 8,434 472 13,206
Additions..................... 1,349 347 2,053 --- 3,749
Disposals..................... (299) (132) (617) (203) (1,251)
---------------- ---------------- ---------------- ---------------- ----------------
At March 31, 2000............. 3,115 2,450 9,870 269 15,704
---------------- ---------------- ---------------- ---------------- ----------------
Depreciation
At April 1, 1999.............. 516 1,215 5,632 175 7,538
Charge for the period......... 379 526 2,130 115 3,150
Eliminated in respect of
disposals ................... (299) (108) (471) (128) (1,006)
---------------- ---------------- ---------------- ---------------- ----------------
At March 31, 2000............. 596 1,633 7,291 162 9,682
---------------- ---------------- ---------------- ---------------- ----------------
Net book value
At March 31, 2000............. 2,519 817 2,579 107 6,022
================ ================ ================ ================ ================
Net book value
At March 31, 1999............. 1,549 1,020 2,802 297 5,668
================ ================ ================ ================ ================
</TABLE>
The net book value of tangible fixed assets includes an amount of L146,000
(1999: L490,000) in respect of assets held under finance leases.
12 Investments
<TABLE>
<CAPTION>
Associated Other
Joint ventures undertakings investments Total
---------------- ---------------- ---------------- ----------------
L'000 L'000 L'000
<S> <C> <C> <C> <C>
Cost
At April 1, 1999.................................. --- 4 12,160 12,164
Additions in the period........................... 1,840 --- 36,555 38,395
Disposals......................................... --- --- (10,638) (10,638)
---------------- ---------------- ---------------- ----------------
At March 31, 2000................................. 1,840 4 38,077 39,921
================ ================ ================ ================
</TABLE>
In March 2000 Eidos sold the majority of its holding in Opticom ASA ("Opticom")
for a total of L91.5 million excluding costs. Eidos now owns 336,052 shares in
Opticom representing less than 5% of that company's share capital, valued at
L38.2 million, based on the closing price on March 31, 2000. Opticom is a
Norwegian based company listed on the Norwegian Stock Exchange and is a leader
in the research and development of polymer based storage and processing devices
and has significant interests in internet technologies.
On July 29, 1999 Eidos acquired 75% of Proein SA, a Spanish distributor and an
effective holding of 25% in the related games developer, Pyro Studios SL for
U.S. $28 million. Both acquisitions are being accounted for as joint ventures
because of the joint control arrangements.
F-22
<PAGE>
12 Investments (Continued)
In addition, Eidos acquired 19.96% of Maximum Holdings, Inc., a U.S. Internet
company for U.S. $55 million. Following the acquisition, Maximum Holdings
merged with another Internet company, DVD Express, Inc., and changed its name
to Express.com. This diluted Eidos' holding down to 12.6%. Eidos is not able to
exercise significant influence on the company and accordingly the investment is
treated as a trade investment and held at cost. Management acknowledges that
Express.com is operating in a volatile sector. It is actively considering
certain strategic measures, including possible acquisitions or mergers together
with its current financing structure. Management will continue to monitor the
carrying value of this investment closely.
Interests in Group undertakings
The directors consider that to give full particulars of all subsidiary
undertakings would lead to a statement of excessive length. The following
information relates to those subsidiaries and joint and associated undertakings
whose results or financial position, in the opinion of the directors,
principally affected the financial statements of the Group:
<TABLE>
<CAPTION>
Other
Country of Description of group
Subsidiary undertakings incorporation Nature of business shares held companies Company
----------------------- --------------- ------------------ --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Eidos Interactive Limited England and Developer and Ordinary L1 --- 100%
Wales Publisher of shares each
computer software and `A'
ordinary L0.05
shares each
Eidos Interactive Inc USA Developer and Common 100% ---
Publisher of stock $0.001
computer software par value
Crystal Dynamics Inc USA Developer of Common 100% ---
computer software stock no par
value
Core Design Limited England and Developer of Ordinary L1 100% ---
Wales computer software shares
Eidos Interactive France SARL France Publisher of Ordinary 100% ---
computer software Shares of
100FFr
Eidos Interactive (Deutschland) Germany Publisher of DM 50,000 100% ---
GmbH computer software
Eidos Interactive KK Japan Publisher of 100 million Yen --- 100%
computer software
Eidos Interactive Pte Limited Singapore Publisher of Ordinary S$1 --- 100%
computer software shares
Glassworks Productions England and Video editing "A" Ordinary --- 85%
Limited Wales shares of
L0.01 each
and "B"
Ordinary
Shares of
L0.01 each
Eidos Technologies Limited England and Developer of Ordinary --- 100%
Wales computer software L1 shares
Eidoscope Limited England and New media Ordinary --- 100%
Wales L1 shares
Joint ventures
------------------
Proein SA Spain Publisher of Common 75% ---
computer software shares of
1,000 Pesetas
each
Pyro Studios SL Spain Developer of Common 25%* ---
computer software shares of
1,000 Pesetas
each
Eidopt AS Norway Research and Ordinary --- 50%
development shares
</TABLE>
F-23
<PAGE>
12 Investments (Continued)
<TABLE>
<CAPTION>
Other
Country of Description of group
Associated undertakings incorporation Nature of business shares held companies Company
----------------------- --------------- ------------------ --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Innerloop Technologies AS Norway Developer of Ordinary --- 37%
computer software shares
Hothouse Holdings Limited England Developer of Ordinary --- 25%
(formerly Clockwork computer software shares
Holdings Limited)
Silicon Dreams Studio Limited England Developer of Ordinary --- 25%
computer software shares
Sports Interactive Limited England Developer of Ordinary 25% ---
computer software shares
</TABLE>
All the above companies operated principally in their country of incorporation.
* Effective holding shown.
13 Stocks
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Raw materials and consumables............... 371 496
Finished goods.............................. 5,295 12,790
-------------- --------------
Stocks (net of provisions of L2,685,000,
1999: L764,000) ........................... 5,666 13,286
============== ==============
</TABLE>
14 Debtors
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Amounts falling due within one year:
Trade debtors............................... 44,271 61,069
Prepaid licences............................ 6,532 9,582
Deferred tax asset (note 18)................ 1,896 1,268
Other debtors............................... 2,226 2,085
Prepayments and accrued income.............. 2,812 3,661
-------------- --------------
57,737 77,665
============== ==============
</TABLE>
Included within prepaid licences is L6,264,000 in respect of periods that
extend beyond one year (1999: L2,639,000).
Trade debtors are shown net of provisions for returns and doubtful accounts as
follows:
<TABLE>
<CAPTION>
L'000
<S> <C>
Provisions brought forward at April 1, 1999................... 14,506
Provisions usage.............................................. (60,164)
New provisions posted......................................... 75,035
--------------
Provisions carried forward at March 31, 2000.................. 29,377
==============
</TABLE>
The majority of new provisions posted relate to returns and have been deducted
from turnover.
F-24
<PAGE>
15 Creditors, Amounts Falling Due Within One Year
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Bank loans and overdrafts................... --- 80,616
Trade creditors............................. 9,692 14,656
Royalty creditors........................... 4,968 8,380
Obligations under finance leases............ 363 148
Other taxes and social security costs....... 3,815 5,960
Other creditors............................. 16,556 287
Accruals.................................... 8,967 11,949
Corporation tax............................. 13,688 20,180
-------------- --------------
58,049 142,176
============== ==============
</TABLE>
Other creditors at March 31, 1999 included L14.3 million deferred consideration
(and interest) due on the acquisition of Crystal Dynamics. This was paid on
April 1, 1999.
At March 31, 2000 bank loans and overdrafts included term loans of L79,645,000.
These were denominated in Sterling, U.S.$ and Euros and were settled on April
3, 2000. They all bore interest of between 2 and 2.25% over LIBOR.
The balance of L971,000 was the net U.K. overdraft (which also bears interest
at 2% over LIBOR).
The loans and overdraft facilities are secured by a fixed and floating charge
over the assets of the Group. The banking facilities contain certain covenants
that, among other things, limit the ability of the Company and its subsidiaries
to create liens over its assets, transfer or lease substantial portions of
assets and to enter into certain consolidations or mergers.
16 Creditors, Amounts Falling Due After More Than One Year
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
U.S.$ 6.25% Convertible Bonds............... 30,333 ---
Obligations under finance leases:
Due between one and two years.............. 137 53
Due between two and five years............. 15 ---
Other creditors............................. 328 ---
-------------- --------------
30,813 53
============== ==============
</TABLE>
In April 1997 the Group issued U.S.$50 million of 6.25% convertible bonds. The
bonds were convertible after August 31, 1997 and on or prior to July 24, 2002
into ordinary shares of 2p each of Eidos at an initial conversion price of
L2.19 per share and with a fixed rate of exchange on conversion of U.S.$1.5965
= L1.00. Convertible bonds were stated net of issue costs. During 1998
U.S.$100,000 of bonds were converted. During 2000 the remaining U.S.$49.9
million were converted.
F-25
<PAGE>
17 Derivatives and other Financial Instruments
Item 9A Qualitative and Quantitative Disclosures About Market Risk provides an
explanation of the role that financial instruments have had during the period
in creating or changing the risks the Group faces in its activities. The
explanation summarises the objectives and policies for holding or issuing
financial instruments and similar contracts, and the strategies for achieving
those objectives that have been followed during the period.
Certain financial assets such as investments in subsidiary, joint and
associated undertakings are excluded from the scope of these disclosures.
Short-term debtors and creditors have also been excluded from the disclosure,
other than the currency disclosures.
Interest rate risk profile of financial liabilities
The interest rate profile of the Group's financial liabilities at March 31,
2000 was:
<TABLE>
<CAPTION>
Floating rate
financial liabilities Total
--------------------- ---------------------
L'000 L'000
<S> <C> <C>
Currency
Sterling......................................................................... 51,971 51,971
US dollar........................................................................ 26,250 26,250
Euros............................................................................ 2,395 2,395
--------------------- ---------------------
80,616 80,616
===================== =====================
</TABLE>
There were no fixed rate or non-interest bearing financial liabilities at March
31, 2000. The floating rate financial liabilities all bore interest at rates
based on LIBOR.
Currency exposures
The Group's objective in managing the currency exposures is to minimise gains
and losses arising in its overseas subsidiaries. The Company provides working
capital to its overseas subsidiaries in their functional currencies and hedges
its exposure in accordance with company policy.
F-26
<PAGE>
17 Derivatives and other Financial Instruments (Continued)
The table below shows the Group's currency exposures, i.e. those transactional
exposures that give rise to the net currency gains and losses recognised in the
profit and loss account. These exposures were as follows:
<TABLE>
<CAPTION>
Net foreign currency monetary assets/(liabilities)
French Singapore Japanese
US dollar Euros Deutschmark Franc dollar Yen Total
------------ ------------ ------------ ------------ ------------ ------------ ------------
L'000 L'000 L'000 L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C> <C>
Functional currency
of group operation
Sterling................ 26,691 (2,181) 13,697 1,962 80 (156) 40,093
------------ ------------ ------------ ------------ ------------ ------------ ------------
at March 31, 2000....... 26,691 (2,181) 13,697 1,962 80 (156) 40,093
============ ============ ============ ============ ============ ============ ============
------------ ------------ ------------ ------------ ------------ ------------ ------------
at March 31, 1999....... 22,087 --- 8,236 2,909 230 998 34,460
============ ============ ============ ============ ============ ============ ============
</TABLE>
The amounts shown in the table above take into account the effect of forward
contracts entered into to manage these currency exposures.
Maturity of financial liabilities
The maturity profile of the Group's financial liabilities at March 31, 2000
were as follows:
<TABLE>
<CAPTION>
1999 2000
------------ ------------
L'000 L'000
<S> <C> <C>
In one year or less............................. --- 80,616
In more than one year but not more than two
years........................................... --- ---
In more than two years but not more than five
years........................................... 30,994 ---
In more than five years......................... --- ---
------------ ------------
Total........................................... 30,994 80,616
============ ============
</TABLE>
Borrowing facilities
As discussed in note 15, at March 31, 2000 the Group had term loans totalling
L79,645,000 and had drawn down L971,000 of the L5 million overdraft facility.
The loans and overdraft were repaid on April 3, 2000. On June 9, 2000 banking
facilities were renewed for a further two years with a maximum draw down
(available at specified times in the year) of L50 million. These facilities are
secured by a fixed and floating charge over the assets of the Group.
F-27
<PAGE>
17 Derivatives and other Financial Instruments (Continued)
Fair values
Set out below is a comparison by category of book values and fair values of the
Group's financial assets and liabilities at March 31, 2000.
<TABLE>
<CAPTION>
1999 2000
-------------------------------- --------------------------------
Book value Fair value Book value Fair value
-------------- -------------- -------------- --------------
L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C>
Primary financial instruments held or issued to finance the
Group's operations
Long-term borrowings....................................... (30,994) (58,597) --- ---
Short-term borrowings...................................... --- --- (80,616) (80,616)
Financial assets:
Investments............................................... 12,160 25,165 39,921 80,586
Cash...................................................... 48,220 48,220 103,449 103,449
Derivative financial instruments held to manage the
currency profile
Forward foreign currency contracts......................... --- (29) --- ---
</TABLE>
The fair values of the forward currency contracts have been determined by a
comparison of spot exchange rates at the year end with contracted exchange
rates.
The fair values of listed investments have been determined using published
prices at the year end. All other investments have been valued at cost, as this
is not significantly different from their fair values.
Gains and losses on hedges
The Group enters into forward foreign currency contracts to eliminate the
currency exposures that arise on sales denominated in foreign currencies.
Changes in the fair value of instruments used as hedges are not recognised in
the financial statements until the hedged position matures. An analysis of
these unrecognised gains and losses is as follows:
<TABLE>
<CAPTION>
Gains Losses Net
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Unrecognised gains and losses on hedges at April 1, 1999..................... --- (29) (29)
Gains and losses arising in previous years that were recognised in 2000...... --- 29 29
-------------- -------------- --------------
Gains and losses arising before April 1, 1999 that were not recognised in
2000 ....................................................................... --- --- ---
Gains and losses arising in 2000 that were not recognised in 2000 --- --- ---
-------------- -------------- --------------
Unrecognised gains and losses on hedges at March 31, 2000.................... --- --- ---
============== ============== ==============
</TABLE>
During the year the Company recognised gains of L823,000 on forward foreign
currency contracts. These all arose and were recognised in the profit and loss
account in the year.
At March 31, 2000 a currency forward to sell U.S.$50 million was taken out. The
contract matures on March 31, 2001. This has no fair value on March 31, 2000.
F-28
<PAGE>
18 Deferred Taxation
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Unrecognized
Excess of tax allowances over book
depreciation of fixed assets .............. (760) (717)
Other timing differences.................... (6,581) (7,374)
Tax effect of losses carried forward........ (1,002) (1,040)
-------------- --------------
Unrecognized deferred tax asset............. (8,343) (9,131)
============== ==============
</TABLE>
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Recognized
Tax effect of losses carried forward........ (619) (1,268)
Other timing differences.................... (1,277) ---
-------------- --------------
(1,896) (1,268)
============== ==============
</TABLE>
19 Share Capital
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Authorized
March 31, 1999 : 28,500,000 Ordinary Shares
of 10p each ............................... 2,850 ---
March 31, 2000 : 142,500,000 Ordinary Shares
of 2p each ................................ --- 2,850
============== ==============
Allotted, called up and fully paid
March 31, 1999 : 17,282,280 Ordinary Shares
of 10p each ............................... 1,728 ---
March 31, 2000 : 103,526,440 Ordinary Shares
of 2p each ................................ --- 2,071
============== ==============
</TABLE>
On January 25, 2000 a five for one stock split took place. All share movements
during fiscal 2000 reflect the new 2p ordinary shares.
In 2000 2,703,500 ordinary 2p shares were allotted following the exercise of
Eidos options, 139,525 were allotted in conjunction with the U.S. stock
purchase plan and 14,272,015 were allotted following the conversion of the
convertible bond.
During fiscal 1999 162,257 ordinary 10p shares were allotted following the
exercise of Eidos options and 9,950 were allotted in conjunction with the U.S.
stock purchase plan. During 1998 163,306 ordinary 10p shares were allotted
following the exercise of Eidos options and 5,720 following the conversion of
$100,000 of bonds.
On April 1, 1997, 29,639 ordinary 10p shares were allotted to acquire a
minority state in Black Dragon Productions, Inc. and on April 21, 1997 55,000
ordinary 10p shares were allotted to acquire a minority stake in Sports
Interactive Limited.
F-29
<PAGE>
19 Share Capital (Continued)
On April 22, 1996, 5,739,088 ordinary 10p shares were placed on the market
following the acquisition of CentreGold plc. On December 12, 1996, 3,000,000
ordinary 10p shares were placed on the market, following the ADR issue and
Nasdaq listing. On August 30, 1996 30,850 ordinary 10p shares were allotted to
acquire 85% of Naked Records Limited. In addition, between August 8, 1996 and
March 14, 1997, 203,878 ordinary 10p shares were allotted to acquire minority
stakes in Hothouse Holdings Limited, Pure Entertainment Limited, Innerloop
Technologies and Tigon Software Limited and between April 25, 1996 and February
26, 1997, 516,929 ordinary 10p shares were allotted following the exercise of
Eidos Interactive share options and warrants, and Eidos options and warrants.
On October 18, 1995, 1,680,000 ordinary 10p shares were placed on the market
and 2,933,162 ordinary 10p shares were issued as consideration for the
acquisition of Domark Group Limited, Simis Limited and the Big Red Software
Company Limited. On November 17, 1995, 85,000 ordinary 10p shares were issued
in consideration for future royalties at 538p per share.
20 Stock Options
The Eidos stock option schemes provide for the granting of options to purchase
shares to directors and employees of the Company and its subsidiaries up to a
maximum of 10% of the issued share capital of the Company immediately prior to
the day any options are granted. The option price may not be less than the
higher of the nominal value of one Eidos share or the fair market value of an
Eidos share on the date the option is granted.
In general the periods of the Approved and Unapproved Scheme options are ten
years and seven years respectively. In addition, certain U.S. employees have
been granted options under the U.S. Stock Option Plan and the Crystal Dynamics
Stock Option Plan. These also have a seven year and ten year term respectively.
Options are generally exercisable three years after being granted and are on a
one share for one option basis with no specific performance criteria. Options
held under the Crystal Dynamics Stock Option Plan were already vested on
November 5, 1998 (date of the acquisition).
During 1999 the Company launched an Inland Revenue approved SAYE Share Scheme
("Sharesave Scheme") for all U.K. employees. Similar schemes were rolled out to
employees in the French and German offices during 2000.
F-30
<PAGE>
20 Stock Options (Continued)
The following options for 2p ordinary shares were open at March 31, 2000:
<TABLE>
<CAPTION>
Number of shares
over which Option exercise
options granted price Option exercise period
----------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C>
Inland Revenue Approved Scheme. 50,000 68.67p 7/21/97-7/19/04
100,000 70.00p 3/11/98-3/9/05
19,145 156.67p 9/11/01-9/10/08
19,130 156.80p 4/25/99-4/24/06
19,935 158.40p 4/3/99-4/1/06
22,860 171.50p 1/21/00-7/20/00
216,970 171.50p 1/21/00-1/19/07
8,195 366.00p 5/29/02-5/28/09
Inland Revenue Unapproved
Scheme......................... 2,075,000 117.00p 10/14/01-10/13/05
996,810 156.67p 9/11/01-9/10/05
180,870 156.80p 4/25/99-4/24/03
348,065 158.40p 4/3/99-4/1/03
14,640 171.50p 1/21/00-7/20/00
213,095 171.50p 1/21/00-1/19/04
125,520 171.50p 10/16/00-10/14/04
116,805 366.00p 5/29/02-5/28/06
U.S. Stock Option Plan......... 197,440 283.20c 1/21/00-1/19/04
225,000 584.60c 5/29/02-5/28/06
Crystal Dynamics Stock Option
Plan........................... 545 110.20c 11/5/98-10/11/04
380 137.80c 11/5/98-7/31/06
</TABLE>
<TABLE>
<CAPTION>
Number Exercise price Maturity date
-------------- ------------------ ------------------
<S> <C> <C> <C>
Sharesave Scheme.................................................. 158,315 140.0p 2/1/02
37,105 293.0p 8/1/02
10,720 9.29[EURO] 12/1/02
27,465 9.29[EURO] 12/1/04
8,340 936.4p 2/1/03
</TABLE>
F-31
<PAGE>
20 Stock Options (Continued)
These options include those granted to directors of the Company which are also
detailed in Note 5.
The table below summarizes the movements in stocks under options:
<TABLE>
<CAPTION>
Eidos stock
option Domark
schemes warrants
-------------- --------------
<S> <C> <C>
Shares under option (restated to reflect
stock split):
Outstanding at March 31, 1997............... 5,452,420 11,211
Granted.................................... 282,230 ---
Exercised.................................. (153,550) (7,575)
Cancelled.................................. (1,188,980) ---
-------------- --------------
Outstanding at March 31, 1998............... 4,392,120 3,636
Granted.................................... 4,081,115 ---
Exercised.................................. (811,485) ---
Cancelled.................................. (72,500) ---
-------------- --------------
Outstanding at March 31, 1999............... 7,589,250 3,636
Granted.................................... 493,175 ---
Exercised.................................. (2,703,500) ---
Cancelled.................................. (186,575) ---
-------------- --------------
Outstanding at March 31, 2000............... 5,192,350 3,636
As if converted to Eidos Ordinary 2p Shares. 5,192,350 282,880
============== ==============
Options available to grant at March 31, 2000 1,394,604
==============
Options exercisable:
At March 31, 1998.......................... 1,185,900 3,636
At March 31, 1999.......................... 1,176,005 3,636
At March 31, 2000.......................... 1,386,230 3,636
Weighted average price of options
exercisable:
At March 31, 1998.......................... 80.88p L105.03
At March 31, 1999.......................... 72.61p L105.03
At March 31, 2000.......................... 155.54p L105.03
Average option price per share granted:
Year ended March 31, 1998.................. 166.49p ---
Year ended March 31, 1999.................. 120.99p ---
Year ended March 31, 2000.................. 407.50p ---
Average price of options exercised:
Year ended March 31, 1998.................. 56.91p L16.50
Year ended March 31, 1999.................. 98.30p ---
Year ended March 31, 2000.................. 129.24p ---
Average price of options lapsed:
Year ended March 31, 1998.................. 149.08p ---
Year ended March 31, 1999.................. 169.69p ---
Year ended March 31, 2000.................. 285.64p ---
Average price of options open:
At March 31, 1997.......................... 140.05p L45.21
At March 31, 1998.......................... 143.22p L105.03
At March 31, 1999.......................... 135.81p L105.03
At March 31, 2000.......................... 159.62p L105.03
</TABLE>
F-32
<PAGE>
20 Stock Options (Continued)
In summary, the following options to acquire shares in the Company were open at
March 31, 2000 (with non-Sterling options translated at year end rates):
<TABLE>
<CAPTION>
Weighted average Weighted average
Range of exercise prices Number remaining contractual life exercise price
------------------------ ----------------------------- ----------------------------- -----------------------------
<S> <C> <C> <C>
50.00p -- 99.99p.............. 150,925 4.73 years 69.59p
100.00p -- 149.99p............. 2,233,315 5.28 years 118.63p
150.00p -- 199.99p............. 2,374,480 4.65 years 162.34p
250.00p -- 299.99p............. 37,105 2.34 years 293.00p
350.00p -- 399.99p............. 350,000 6.23 years 365.60p
550.00p -- 599.99p............. 38,185 4.10 years 556.50p
900.00p -- 949.99p............. 8,340 2.84 years 936.40p
------------------ ----------------------------- ----------------------------- -----------------------------
50.00p -- 949.99p............. 5,192,350 5.01 years 159.62p
================== ============================= ============================= =============================
</TABLE>
21 Analysis of Net Funds
<TABLE>
<CAPTION>
March 31, Change in March 31, Change in March 31, Change in March 31,
1997 period 1998 period 1999 period 2000
------------ ------------ ------------ ------------ ------------ ------------ ------------
L'000 L'000 L'000 L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C> <C>
Net cash:
Cash at bank and in hand 17,525 24,988 42,513 5,707 48,220 55,229 103,449
Bank overdraft......... --- --- --- --- --- (80,616) (80,616)
------------ ------------ ------------ ------------ ------------ ------------ ------------
17,525 24,988 42,513 5,707 48,220 (25,387) 22,833
Debt:
Finance leases......... (1,126) (90) (1,216) 701 (515) 314 (201)
Convertible bonds...... --- (29,877) (29,877) (1,117) (30,994) 30,994 ---
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net funds.............. 16,399 (4,979) 11,420 5,291 16,711 5,921 22,632
============ ============ ============ ============ ============ ============ ============
</TABLE>
Reconciliation of Net Cash Flow to Movement in Net Funds
<TABLE>
<CAPTION>
Year Year Year
ended ended ended
March March March
31, 1998 31, 1999 31, 2000
----------- ----------- -----------
L'000 L'000 L'000
<S> <C> <C> <C>
Increase/(decrease) in cash in
period ........................... 25,140 5,311 (24,986)
Cash inflow from bond issue........ (30,864) --- ---
Cash outflow from decrease in lease
financing ........................ 810 761 370
----------- ----------- -----------
Change in net funds resulting from
cash flows ....................... (4,914) 6,072 (24,616)
Conversion of bonds................ 63 --- 31,248
New finance leases................. (900) (60) (56)
Exchange rate movements............ 772 (721) (655)
----------- ----------- -----------
Movement in net funds in period.... (4,979) 5,291 5,921
Net funds at beginning of period... 16,399 11,420 16,711
----------- ----------- -----------
Net funds at end of period......... 11,420 16,711 22,632
=========== =========== ===========
</TABLE>
F-33
<PAGE>
22 Share Premium Account, Reserves and Reconciliation of Movements in
Shareholders' Funds
The balances as at each balance sheet date and the movements in the periods are
set out in the Consolidated Statements of Changes in Shareholders' Equity on
page F-6.
The merger reserve in the Group was created on the issue of shares in Eidos to
acquire Domark Group Limited, Simis Limited, The Big Red Software Company
Limited and CentreGold plc. The Company has recorded the investments at the
nominal value of shares issued together with the cash and the expenses incurred
on the acquisition.
23 Contingent Liabilities and Capital Commitments
The Company, together with certain other companies within the Group, had given
a guarantee secured on its assets in respect of the Group's U.K. bank overdraft
facilities at March 31, 2000.
In addition, the Company has given guarantees in respect of leasehold
liabilities of Hothouse Holdings Limited to a maximum of L36,000 per annum
until September 2001.
Royalty, licensing and development costs
As at March 31, 2000 the Group had contracted to make payments totaling L11.4
million to various licensors and developers involved in providing games
software for the Group's use. L10.1 million is payable within one year and the
remaining L1.3 million is due within one to two years. All development
contracts can be terminated at any time without any penalties.
24 Lease Commitments
The Group had the following annual commitments under non-cancelable operating
leases, analyzed into leases which expire as follows:
<TABLE>
<CAPTION>
Plant, machinery,
motor vehicles and
Land and buildings computer equipment
------------------------- -------------------------
March March March March
31, 1999 31, 2000 31, 1999 31, 2000
----------- ----------- ----------- -----------
L'000 L'000 L'000 L'000
<S> <C> <C> <C> <C>
Within one year......................................................... 67 86 163 97
In two to five years.................................................... 478 518 376 428
After five years........................................................ 1,296 1,457 --- 6
----------- ----------- ----------- -----------
1,841 2,061 539 531
=========== =========== =========== ===========
</TABLE>
Leases
The Company leases plant and machinery, motor vehicles, and land and building
under various non-cancelable operating lease agreements. In addition, the
Company has entered into various capital lease agreements for computer
equipment and motor vehicles. The following table presents future obligations
under such leases.
F-34
<PAGE>
24 Lease Commitments (Continued)
Future minimum lease commitments at March 31, 2000 are as follows:
<TABLE>
<CAPTION>
Years ending March 31, Capital Operating
leases leases
------------ ------------
L'000 L'000
<S> <C> <C>
2000............................................ 167 2,592
2001............................................ 48 2,409
2002............................................ 20 2,268
2003............................................ --- 1,540
Thereafter...................................... --- 1,487
------------
Total future minimum lease payments............. 235
Less: amounts representing interest............. (34)
------------
Present value of future minimum lease payments.. 201
Less: amount due within one year................ (148)
------------
Long-term portion............................... 53
============
</TABLE>
Rental expenses under operating leases totaled L1,396,000 for the year ended
March 31, 1998 and L1,708,000 for the year ended March 31, 1999 and L2,739,000
for the year ended March 31, 2000.
25 Pension Commitments
Effective from January 1, 1997 the Group has operated a defined contribution
private pension plan. The assets of the plan are held separately from those of
the Group in an independently administered fund. Defined contributions are paid
to the plan and charged to income account so as to spread the cost of pensions
over the employees' and directors' working lives within the Group.
Contributions paid by the Group during the current year were L498,000 (1999:
L403,000, 1998: L380,000). At the year end no contributions were outstanding.
In addition, one director is a member of the Core Design Pension Scheme. This
is also a defined contribution scheme. Contributions paid by the Group during
the current year were L25,950 (1999: L20,500 1998: L19,000). No contributions
were outstanding at the year end.
All overseas pension arrangements are also of a defined contribution nature.
Contributions for the year were L334,000 (1999: L160,000 1998: L60,000).
F-35
<PAGE>
26 Summary of Major Differences between Generally Accepted Accounting
Principles in the United Kingdom and the United States
The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United Kingdom. Such principles
differ in certain respects from U.S. GAAP. A summary of the most significant
differences applicable to the Group is set out below.
(1) Business combinations
Under U.S. GAAP, goodwill arising on acquisitions accounted for under the
purchase method is amortized over the estimated useful life of the goodwill,
with amortized amounts being included in general and administrative expenses.
Each of the Company's acquisitions has been accounted for using the purchase
method for U.S. GAAP purposes. Each of the businesses acquired by the Company
was involved in the development of computer games software. The Company
acquired such businesses for their established names in the computer games
software market, for the experience of their personnel in the development of
computer game software, and for an aggregate of in excess of 25 games (together
with underlying technologies) which were under development by or on behalf of
such businesses. Upon review of the acquired companies' technology, the Company
determined that a portion of such technology had neither reached technological
feasibility nor had alternative future uses and that completion of the games
under development would require substantial additional effort and expenditure
by the Company. Accordingly, for U.S. GAAP purposes, the Company treated an
aggregate of L24.4 million as in-process research and development, all of which
was expensed in the periods in which the related acquisitions were completed
(1996: L8.2 million, 1997: L13.8 million and 1999: L2.4 million). The Company
also has recorded L67.0 million of goodwill for U.S. GAAP purposes in
connection with acquisitions (1996: L7.4 million, 1997: L11.1 million, 1998:
L4.0 million, 1999: L27.8 million and 2000: L16.7 million). The Company
recognizes the fast changing industry in which it is involved and believes the
remaining goodwill has a useful life of 3 years.
Under U.K. GAAP, goodwill arising on consolidation of acquisitions (which
represents the excess of the fair value of the consideration paid in the
acquisition over the fair value of the identifiable net assets acquired) prior
to April 1, 1998 was written-off immediately against reserves, and has no
impact upon the Company's statement of operations until disposal. Goodwill
arising after April 1, 1998 is being capitalized and amortized in a method
similar to U.S. GAAP; however there is no charge for in-process research and
development. The Company is therefore recording different amounts of
capitalized goodwill and amortization under U.K. GAAP than it is under
U.S. GAAP. Currently the amortization charge under U.S. GAAP exceeds that under
U.K. GAAP because of the amortisation of goodwill relating to companies
acquired prior to April 1, 1998. It is anticipated that in the future the
difference will decrease and eventually the U.K. GAAP charge will exceed the
U.S. GAAP charge because of the in-process research and development charges
taken for U.S. GAAP only.
Additionally U.K. GAAP requires that on subsequent disposal or closure of a
previously acquired business, any goodwill previously taken directly to
shareholders' equity is reflected in the income or loss on disposal. Under U.S.
GAAP the appropriate balance to be written off on the disposal of the business
is the remaining unamortized balance of goodwill.
For acquisitions prior to April 1, 1998, the benefit of acquired tax losses, as
they are recognised in periods subsequent to the acquisition, are credited to
goodwill for U.S. GAAP purposes and credited to income under U.K. GAAP. There
is no difference in treatment for acquisitions after April 1, 1998.
F-36
<PAGE>
26 Summary of Major Differences between Generally Accepted Accounting
Principles in the United Kingdom and the United States (Continued)
Some of the investments made by Eidos during the year ended March 31, 2000 have
been reported differently under U.K. and U.S. GAAP because of the respective
definitions of a subsidiary, joint venture, associate and trade investment.
In summary, under U.K. GAAP the definitions are broadly based on control (to a
certain extent irrespective of actual percentage of shares held). Under U.S.
GAAP they are based more on the percentage shareholding with strong evidence
required to, for example, not consolidate an entity with a greater than 50%
shareholding.
During the year, Eidos acquired 75% and 25% holdings in Proein SA and Pyro
Studios SL, respectively. Because of the nature of the contractual joint
control arrangements, these investments have been accounted for as joint
ventures under U.K. GAAP. This means they have been accounted for using the
equity method (with additional disclosures required under U.K. GAAP). Under
U.S. GAAP, Proein has been treated as a subsidiary and consolidated. Pyro
Studios have been accounted for using equity method. These differing accounting
treatments do not affect the calculation of goodwill. On a line by line basis
the statement of operations and balance sheets under U.K. and U.S. GAAP differ;
however, in reconciling net income and shareholders' equity from U.K. to U.S.
GAAP there is only one minor difference. This is due to the differing treatment
of the provision for profit on unsold inventory. Proein is a distributor of
entertainment software in Spain; Eidos is one of Proein's main suppliers. At
each period end adjustments have to be made for the Eidos' profit on inventory
as yet unsold by Proein. Adjustments are made for both U.K. and U.S. GAAP,
however, under the equity method (U.K. GAAP) this adjustment is restricted to
Eidos' percentage of Proein (75%), whereas under full consolidation principles
the adjustment is for 100%.
In addition to the aforementioned acquisitions, Eidos has made a series of
investments in Top Cow Productions, Inc. in the last two years such that the
current holding is now 26%. Under U.K. GAAP the investment is not treated as an
associate (which would require equity accounted) because, although Eidos has a
participating interest (defined as over 20%), it does not exercise significant
influence over the operating and financial policies of the company. Under U.S.
GAAP the investment is accounted for by the equity method, with the resulting
goodwill being amortised over three years. Furthermore, under U.S. GAAP,
because the original investment took place in the year ended March 31, 1999 (a
step acquisition), the equity method of accounting has been applied
retrospectively and prior year U.S. GAAP numbers have been restated
accordingly.
(2) Equity securities
Under U.K. GAAP, available for sale securities are stated at cost less
provision for any impairment in value. Under U.S. GAAP, these securities are
marked to market with any unrealised gains and losses excluded from earnings
and reported in a separate component of shareholders' equity.
In prior years, Edios had a significant investment (15%) in a technology
company listed on the Norwegian stock exchange (Opticom ASA). This investment
was not marked to market at March 31, 1999 or March 31, 1998 because the Board
concluded that the price quoted on the Norwegian stock exchange was not
representative of fair value. This was because of the stage of development of
the company and the size of the holding in relation to normal trading volumes.
Accordingly the investment was carried at cost for U.S. accounting purposes.
F-37
<PAGE>
26 Summary of Major Differences between Generally Accepted Accounting
Principles in the United Kingdom and the United States (Continued)
During March 2000, Eidos sold a large proportion of its shareholding (at a
significant discount to then quoted market price). The remaining holding is
being marked to market under U.S. GAAP since in the present circumstances, the
quoted price is considered to be a reasonable reflection of the fair value.
(3) Revenue recognition
Under U.K. GAAP, licence income and advance royalties are recognised when
contractually due and non-refundable. Under U.S. GAAP SEC Staff Accounting
Bulletin No. 101 requires the deferral of non-refundable, up-front fees unless
the up-front fees are in exchange for products delivered or services performed
that represent the culmination of a separate earnings process. During the year
ended March 31, 2000, Eidos received non-refundable advance royalties which met
the criteria for recognition under U.K. GAAP, but not under U.S. GAAP.
Accordingly, under U.S. GAAP these advance royalties have been deferred and
will be recognised as royalties are actually earned.
(4) Computer games software
Under U.K. GAAP, prior to the change in accounting policy on April 1, 1997,
certain software development costs were capitalized as intangible assets.
In these prior periods, in accordance with U.S. GAAP, development expenditure
relating to computer games software to be sold was expensed in the period in
which incurred until the specific project had reached technological
feasibility. Development costs incurred after establishing technological
feasibility were capitalized and amortized on a product by product basis over
the estimated life of the product (generally three months).
Following the accounting changes there is no longer any difference between the
U.K. and U.S. GAAP treatment of research and development costs and royalty
advances as all internal and external development costs and royalty advances
are expensed as incurred.
Under U.K. GAAP the results for 1997 and earlier have been restated to expense
all development expenditure and royalty advances as incurred.
Change in U.S. GAAP accounting principle and estimate
In 1998 Eidos changed its accounting principle for royalty advances to third
party developers and licensors concurrently with a change in the accounting
estimate of the amounts recoverable in respect of the royalty advance asset
recorded at March 31, 1997. In prior periods Eidos capitalized royalty advances
to third party developers as a prepayment in current assets and evaluated
the realization of these royalty advances on a quarterly basis. The complexity
and rate of change of the underlying technology and consequent difficulty in
evaluating the achievement of technological feasibility together with increased
competitiveness within the market place, have brought increased difficulty to
this evaluation process and given the recent significant increase in the
amounts advanced to third party developers, management have decided to change
this accounting principle and expense all royalty advances to third party
developers until technological feasibility and net realizable value is
confirmed, at which time royalty advances will be capitalized.
F-38
<PAGE>
26 Summary of Major Differences between Generally Accepted Accounting
Principles in the United Kingdom and the United States (Continued)
Because the effect of this change in accounting principle was inseparable from
the effect of the change in accounting estimate Eidos recorded in fiscal 1998 a
cumulative charge to operating income of L15.8 million of which L10.1 million
related to prior periods.
(5) Deferred taxation
Under U.K. GAAP deferred taxes are accounted for to the extent that it is
considered probable that a liability or asset will crystalise in the
foreseeable future.
Under U.S. GAAP, deferred tax assets and liabilities are recorded for temporary
differences between the book and tax basis of assets and liabilities. Deferred
tax assets are reduced by a valuation allowance to the amount which is more
likely than not to be realised.
Application of U.S. GAAP as described above has the following effect on the
Group's consolidated net income/(loss) and shareholders' equity:
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<S> <C> <C> <C>
Net income/(loss) according to the consolidated statements of operations
(prepared under U.K. GAAP) ................................................. 10,865 24,250 25,203
Business combinations:
Amortization of goodwill.................................................... (8,060) (4,368) (758)
In-process research and develpment.......................................... --- (2,368) ---
Loss on sale or termination of operations................................... 1,800 --- 2,007
Full consolidation of joint venture company................................. --- --- (129)
Computer games software:
Change in accounting estimate............................................... (10,125) --- ---
Stock compensation expense................................................... --- (247) ---
Deferred tax:................................................................ --- --- (1,993)
Revenue recognition:......................................................... --- --- (938)
-------------- -------------- --------------
Net income/(loss) in accordance with U.S. GAAP............................... (5,520) 17,267 23,392
============== ============== ==============
Earnings/(loss) per share in accordance with U.S. GAAP
Basic....................................................................... (6.5p) 20.2p 24.1p
Diluted..................................................................... (6.5p) 18.2p 22.1p
</TABLE>
F-39
<PAGE>
26 Summary of Major Differences between Generally Accepted Accounting
Principles in the United Kingdom and the United States (Continued)
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Shareholders' equity according to the
consolidated balance sheet (prepared under
U.K. GAAP) ................................ 66,532 126,419
Goodwill.................................... 20,314 20,746
Less write off of in process research and
development ............................... (2,368) (2,368)
Less amortisation of goodwill............... (17,152) (17,910)
Unrealised appreciation on investments...... --- 40,665
Full consolidation of joint venture company. --- (129)
Equity accounting trade investment.......... (865) 204
Revenue recognition......................... --- (938)
Deferred tax................................ 1,993 (12,200)
-------------- --------------
Shareholders' equity in accordance with U.S.
GAAP ...................................... 68,454 154,489
============== ==============
</TABLE>
The reconciliation of goodwill to U.S. GAAP for March 31, 1999 has been
restated to reflect the retrospective equity accounting of a step acquisition,
where the original investment occurred prior to March 31, 1999.
The tax effects of temporary differences which give rise to deferred taxes are:
<TABLE>
<CAPTION>
March 31, March 31,
1999 2000
-------------- --------------
L'000 L'000
<S> <C> <C>
Net operating loss carry forward............ 6,513 9,842
Other timing differences.................... 7,858 8,091
Valuation allowance......................... (10,482) (16,665)
-------------- --------------
Deferred tax asset.......................... 3,889 1,268
Unrealised appreciation of investments...... --- (12,200)
-------------- --------------
Net deferred tax asset/(liability) (U.S.
GAAP) ..................................... 3,889 (10,932)
============== ==============
</TABLE>
As of March 31, 2000, management of the Company has evaluated the positive and
negative evidence as required by U.S. GAAP, impacting the realizability of the
deferred tax assets. Accordingly, the deferred tax assets have been partially
reserved. Management believes that it is more likely than not that the net
deferred tax asset will be realized.
F-40
<PAGE>
26 Summary of Major Differences between Generally Accepted Accounting
Principles in the United Kingdom and the United States (Continued)
Subsequently recognized tax benefits relating to the valuation allowance for
deferred tax assets as of March 31, 2000 will be allocated as follows:
<TABLE>
<CAPTION>
L'000
--------------
<S> <C>
Income tax benefit that would be reported in the Consolidated
Statement of Income ......................................... 8,341
Goodwill and other noncurrent intangible assets............... 8,324
--------------
16,665
==============
</TABLE>
Consolidated Statements of Cashflow
The consolidated statements of cashflow prepared in accordance with Financial
Reporting Standard No. 1 (revised) on page F-7 present substantially the same
information as that required under U.S. GAAP. However, under U.S. GAAP the
cashflows of one of the joint ventures in Spain (which is consolidated as a
subsidiary under U.S. GAAP and equity accounted under U.K. GAAP) should be
added. This has the effect of increasing the net cash outflow by L636,000. In
addition, under U.S. GAAP, there are certain differences from U.K. GAAP with
regard to classification of items within the cashflow statement and with regard
to the definition of cash and cash equivalents.
Under U.K. GAAP, cashflow is presented separately for operating activities,
returns on investments and servicing of finance, taxation, capital expenditure
and financial investment, acquisitions and disposals, and financing activities.
Under U.S. GAAP cashflow is presented separately for operating activities,
investing activities and financing activities. Cashflow from taxation and
returns on investments and servicing of finance would, with the exception of
dividends paid and costs of financing, be included as operating activities
under U.S. GAAP. The payments of dividends and costs of financing would be
included under financing activities under U.S. GAAP.
Under U.S. GAAP, cash and cash equivalents do not include bank overdrafts as is
the case under U.K. GAAP. Under U.S. GAAP such bank overdrafts are presented
within financing activities.
Under U.S. GAAP, capital expenditure and financial investment and acquisitions
and disposals are included in investing activities.
Set out below, for illustrative purposes, is a summary consolidated statement
of cashflow under U.S. GAAP.
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
L'000 L'000 L'000
<C> <C> <C>
<S>
Net cash provided by/(used in) operating activities.......................... 16,519 25,356 (44,722)
Net cash provided by/(used in) investing activities.......................... (18,667) (17,589) 19,144
Net cash provided by/(used in) financing activities.......................... 27,288 (2,456) 80,572
-------------- -------------- --------------
Net increase/(decrease) in cash and cash equivalents......................... 25,140 5,311 54,994
============== ============== ==============
</TABLE>
F-41
<PAGE>
26 Summary of Major Differences between Generally Accepted Accounting
Principles in the United Kingdom and the United States (Continued)
Accounting for stock-based compensation
The Group has adopted only the disclosures required by SFAS No. 123, Accounting
for Stock-Based Compensation, and will continue to recognize stock-based
compensation expenses under APB Opinion No. 25. Accounting for Stock Issued to
Employees. As required, pro-forma net income/(loss), earnings/(loss) per share
and weighted-average grant-date fair value of options granted, based on SFAS
123's fair value methodology are disclosed below. The fair values of options
were determined assuming an expected average life of five years (three years
for the Sharesave Schemes) and risk-free interests ranging from 5.5% to 9%.
Furthermore, volatility of 186% (1999: 64% 1998: 68%) and dividend yield of nil
were assumed. The stock-based compensation expense is recognized over the
vesting period which is generally three years.
<TABLE>
<CAPTION>
Year ended Year ended Year ended
March 31, March 31, March 31,
1998 1999 2000
-------------- -------------- --------------
In thousands, except per share data L'000 L'000 L'000
<S> <C> <C> <C>
Income/(loss) for the period under U.S. GAAP................................. (5,520) 17,563 23,392
Adjustment:
Stock-based compensation expense under SFAS 123.............................. (1,974) (2,325) (2,068)
-------------- -------------- --------------
Pro forma income/(loss) for the period....................................... (7,494) 15,238 21,324
-------------- -------------- --------------
Pro forma earnings/(loss) per share.......................................... L(0.09) L0.18 L0.22
============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Eidos stock
option
schemes
--------------
L
<S> <C>
Weighted-average grant-date fair value of options granted:
Year ended March 31, 1998..................................... 0.95
Year ended March 31, 1999..................................... 0.87
Year ended March 31, 2000..................................... 3.84
</TABLE>
27 Companies Act 1985
The consolidated financial statements do not constitute "statutory accounts"
within the meaning of the Companies Act 1985 of Great Britain for any of the
periods presented. Statutory accounts for the periods ended March 31, 1999 and
1998 have been filed with the United Kingdom's Registrar of Companies and
statutory accounts for the year ended March 31, 2000 will be filed in due
course. The auditor has reported on these accounts. The reports were
unqualified and did not contain statements under Section 237 (2) or (3) of the
Act.
These consolidated financial statements exclude certain parent company
statements and other information required by the Companies Act 1985, however,
they include all material disclosures required by generally accepted accounting
principles in the United Kingdom including those Companies Act 1985 disclosures
relating to the statement of income and balance sheet items.
F-42
<PAGE>
28 New Accounting Standards
New U.S. Accounting Standards and Pronouncements Applicable to the Group
Statement of Financial Accounting Standards No. 133 --"Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 and
establishes accounting and reporting standards for derivative instruments and
hedging activities. It is effective for fiscal years beginning after June 15,
2000. The Company is presently in the process of determining the effects on the
consolidated financial statements of the standard.
The Securities and Exchange Commission issued Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements" (SAB 101), on December 3,
1999. SAB 101 provides additional guidance on the application of existing
generally accepted accounting principles to revenue recognition in financial
statements. The Company does not expect the guidance of SAB 101 to have a
material effect on its financial statements.
The Financial Accounting Standards Board issued Interpretation No. 44,
Accounting for certain Transactions Involving Stock Compensation (FIN No. 44),
in March 2000. This interpretation clarifies the application of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, with
respect to certain issues in accounting for employee stock compensation and is
generally effective as of July 1, 2000. The Company does not expect FIN 44 to
have a material effect on its financial statements.
New U.K. Accounting Standards Applicable to the Group
FRS 15 -- Tangible Fixed Assets: The Accounting Standards Board in the United
Kingdom has recently issued Financial Reporting Standard No.15 Tangible Fixed
Assets which focuses on initial measurement, valuation and depreciation of all
tangible fixed assets. The standard is effective for all accounting periods
ending on or after March 23, 2000 and hence applies to the Company's March 31,
2000 accounting period. As anticipated, however, this standard has not had a
significant impact on the Group's results since the treatment of computer
equipment and fixtures and fittings, which comprise the majority of the Group's
tangible fixed assets, is largely unchanged under the Standard.
FRS 16 -- Current Tax: The Accounting Standards Board issued FRS 16 Current Tax
in December 1999 and it became mandatory for accounting periods ending on or
after March 23, 2000. The principle change introduced dealt with the way in
which companies treat U.K. dividend income and the related tax credit. This has
not had any effect on Eidos since it has not received any U.K. dividend income
in the year ended March 31, 2000.
F-43
<PAGE>
EIDOS PLC AND SUBSIDIARIES
REGISTERED OFFICE OF THE COMPANY
Wimbledon Bridge House
1, Hartfield Road
Wimbledon
London SW19 3RU
LEGAL ADVISERS TO THE COMPANY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
in respect of United States law in respect of English law
Cooley Godward LLP Taylor Joynson Garrett Manches & Co Gouldens
Five Palo Alto Square Carmelite Aldwych House 10 Old Bailey
3000 El Camino Real 50 Victoria Embankment 81 Aldwych London EC4M 7NG
Palo Alto Blackfriars London WC2B 4RP
CA 94306 London EC4Y 0DX
USA.
</TABLE>
AUDITORS TO THE COMPANY
KPMG Audit Plc
8 Salisbury Square
London EC4Y 8BB
F-44
<PAGE>
For Immediate Release 20 June 2000
Eidos plc ("Eidos")
The Directors of Eidos have noted the recent rise in Eidos' share price. The
company is currently in the early stages of discussions, which may or may not
lead to an offer for the whole of the issued share capital of Eidos.
A further announcement will be made when appropriate.
E-1
<PAGE>
This press release is not intended for and may not be distributed in the United
States, or to US persons.
For Immediate Release 13 June 2000
Eidos plc
Fourth Quarter and Full Year Results
Full year revenues down 14% to L194.8 million
Full year operating losses of L26.8 million
Full year profit before tax and goodwill, including exceptional gains, up 49%
to L62.7 million
Eidos plc ("Eidos"), one of the world's leading publishers and developers of
entertainment software, announces results for the quarter and year ended 31
March 2000.
Mr Charles Cornwall, Chief Executive Officer, says:
Our operating results for the year to 31 March 2000, reflect the significant
challenges that we have faced over the period, both as a company and as part of
an industry that is in transition. Turnover for the year decreased from L226.3
million to L194.8 million, giving an operating loss of L26.8 million compared
to an operating profit of L39.2 million in the prior year.
As we announced on 24 March 2000, we completed the disposal of the majority of
our holding in Opticom ASA immediately prior to the year end. This contributed
significantly to the profit on disposal of investments (before tax) of L80.2
million and to an overall profit on ordinary activities before tax of L49.3
million for the year.
The video games market is being adversely affected by the impending launch of a
new generation of gaming platforms due in late calendar 2000 and during 2001.
The hiatus in demand for games software which this transition is occasioning is
expected to continue throughout our current financial year. Although this
market environment will inevitably affect the profitability of the Group in the
short term, the Directors are confident that the quality of the release
schedule under development will continue to build the Group's strength and
standing within an industry which is expected to show strong growth over the
medium and longer term, and the underlying potential for profit generation.
Furthermore, the composition of the Group's release schedule for the current
fiscal year has significantly less reliance on the existing PlayStation
platform than before as a result of increased releases for PC, Dreamcast, Game
Boy Color and PlayStation 2 platforms.
Highlights of the Chairman's Statement
* Fourth quarter turnover down 9% from L57.2 million to L52.2 million.
* Fourth quarter operating losses of L16.4 million down from operating
profits of L3.0 million.
* Full year turnover down 14% from L226.3 million to L194.8 million.
* Full year operating losses of L26.8 million down from operating profits
of L39.2 million.
* Full year profit before tax and goodwill, including exceptional gains, up
49% to L62.7 million.
* Profit on disposal of investments (before tax) of L80.2 million.
* Twenty four new titles launched in the year. Nine (including catalogue)
achieved sales in excess of 350,000 units.
E-2
<PAGE>
* Worldwide publishing rights signed for PC and PSX versions of game based
on the forthcoming animated feature film "Chicken Run".
* UK publishing rights for PC, PSX and Dreamcast versions of "Who Wants To
Be A Millionaire?" signed with Celador Productions.
* Three product deal signed with Sports Interactive, developers of
Championship Manager series of games.
* Oscar1 winner Angelina Jolie cast as Lara Croft in live action film
"Tomb Raider".
Results Highlights (for the year to 31 March 2000)
* Turnover: L194.8m (1999: L226.3m)
* EBITDA: L70.0m (1999: L46.8m)
* Operating (loss)/profit: L(26.8)m (1999: L39.2m)
* Profit before tax: L49.3m (1999: L37.9m)
* Earnings per share: 25.9p (1999: 28.3p)
* Diluted earnings per share: 23.8p (1999: 25.0p)
Note:1. Eidos prepares financial statements in accordance with applicable UK
accounting standards (UK GAAP). The reconciliation to US GAAP is
available from Eidos on request.
2. EBITDA includes profit on disposal of investments.
Regarding prospects and current trading Mr Ian Livingstone, Chairman, says:
We experienced softening consumer demand in key markets during the period.
Against this background, we have been satisfied with the individual performance
of many of the nine new titles released in the fourth quarter. Titles bearing
established brands such as Resident Evil 3, Resident Evil: Survivor and Final
Fantasy VIII all enjoyed success in the retail charts, albeit at lower volumes
than might previously have been expected. The title Fear Effect emerged as an
original property with strong franchise potential and the leveraging of
existing properties such as Tomb Raider and Soul Reaver onto new platforms was
successfully achieved.
We continue to experience adverse general market trading conditions and we see
no reason to expect circumstances to improve materially before the next
generation of gaming platforms have been properly established in the market.
Nevertheless, based on the profile of our current release schedule we believe
that we are well placed to trade through the remainder of the market's
transitional stage and to take full advantage of the considerable opportunities
of the next generation hardware platforms.
Major releases for the forthcoming year are scheduled to include further titles
from the Tomb Raider, Soul Reaver and Championship Manager franchises and
titles supported by major licenses such as the Olympics, 102 Dalmatians and
"Who Wants To Be A Millionaire?". In addition, Angelina Jolie, the Oscar1
winning actress, has been cast for the lead in the forthcoming Tomb Raider film
to commence shooting this year. Sequels to Gangsters and Commandos and original
titles such as Deus Ex, Hitman, Chicken Run and IGI are also scheduled for
release.
Looking to the next generation of hardware platforms, we currently have ten
PlayStation 2 titles in development and are working closely with Microsoft and
Nintendo to support their new consoles for anticipated release in late 2001.
PlayStation 2 is currently expected to be launched in North America and Europe
on 26 October this year. We will debut on the platform with titles such as Eden
from Core Design and Timesplitters from Free Radical Design.
E-2
<PAGE>
We have made significant progress in addressing the issues in our control that
contributed to the decline in revenues and operating profits in the year.
Moreover, we continue to review and strengthen our internal procedures and
controls in order to ensure that the business remains fully able to meet the
demands of our dynamic market and to capitalise on our portfolio of new and
established properties and licenses.
Contact:
Charles Cornwall, CEO: 020 8636 3000
Jeremy Lewis, CFO: 020 8636 3000
Simon Ellis/Paul Vann, Binns & Co: 020 7786 9600
Ryan Barr, Brainerd Communicators: 001 212 986 6667
Issued by Binns & Co: 020 7786 9600
E-2
<PAGE>
CHAIRMAN'S STATEMENT
Results and Trading Review
Eidos made a profit after tax of L36.8 million for the three months ended 31
March 2000 compared to L5.0 million in the corresponding period last year. This
includes the L80.2 million profit on disposal on investments. Turnover
decreased 9% from L57.2 million to L52.2 million. The earnings per share for
the period was 35.7p compared to 5.8p in the same period last year based on a
weighted average number of shares outstanding in the period of 103,132,379
(1999: 86,026,000). The diluted earnings per share was 34.2p (1999: 5.1p).
Eidos reported a profit after tax of L25.2 million for the year ended 31 March
2000 compared to L24.3 million for last year. Turnover decreased 14% from
L226.3 million to L194.8 million. The earnings per share was 25.9p compared to
28.3p last year based on a weighted average number of shares of 97,221,713
(1999: 85,689,145). The diluted earnings per share was 23.8p compared to 25.0p
for the corresponding period last year.
The share and earnings per share numbers for the current and prior periods
reflect the five for one share split which took place on 25 January 2000.
Net cash outflow from operating activities was L28.5 million for the year ended
31 March 2000, compared to a net inflow of L30.1 million in the previous year.
The new joint ventures in Spain (Proein and Pyro) generated an operating profit
of L0.5 million this year and contributed L0.3 million to the retained profit
of the Group (or 0.3p per share), before goodwill amortisation.
Nine new titles were launched in the final quarter including Resident Evil 3,
Fear Effect and Thief 2 bringing the total number of new titles for the year to
twenty four (1999: nineteen). Nine titles (including catalogue) managed to
achieve sales in excess of 350,000 units. This year also saw the release of a
number of titles on the new platforms, Sega Dreamcast and Nintendo Gameboy
Color. In particular, titles from three of Eidos' key franchises (Tomb Raider,
Fighting Force and Soul Reaver) were released on Dreamcast, each selling over
200,000 units.
Gross margin for the fourth quarter was 34.8% compared to 61.8% for the
corresponding period last year. Gross margin for the year was 54.9% compared to
63.9% last year. This decrease is due to a number of factors: lower average
selling prices, additional provisions against revenue and inventory and higher
royalty costs (cost of sales includes royalties paid to developers in excess of
development advances paid). Most of the additional provisions were recorded in
the fourth quarter, which is why the margin for this quarter is particularly
low. A number of the games released this year were sub-licensed and carried
relatively high royalty rates (rather than development costs). Royalty costs in
the year were L18.7 million (9.6% of revenue) compared to L15.7 million (6.9%
of revenue) last year.
Selling and Marketing
Advertising costs for the three months ended 31 March 2000 were L7.1 million
(13.7% of revenues) compared to L5.7 million (10.0% of revenues) in the
corresponding period. Advertising costs for the year were L25.2 million (12.9%
of net revenue) compared to L20.7 million (9.2% of net revenue) in 1999. The
increase reflects the higher number of titles released and the need to market
products more vigorously in a slowing market.
The fixed element of selling and marketing costs was L5.2 million (1999: L5.5
million) and L21.2 million (1999: L16.4 million) for the three months and year
ended 31 March 2000 respectively. The increase is a result of both the
increased costs of promotional licences and additional headcount in new and
existing offices.
Research and Development
Research and development spend represents the Company's investment in product
development of L11.3 million for the three months ended 31 March 2000 (1999:
L9.0 million) and L45.0 million for the full year (1999: L36.8 million). Also
included in the category is pure research and development of L0.2 million
(1999: L0.7 million) and L2.2 million (1999: L2.8 million) for the three months
and year to 31 March 2000 respectively. The product development charge for the
year includes L19.7 million (1999: L20.7 million) invested in a pipeline of 32
titles which have yet to be released.
E-2
<PAGE>
General and Administrative
General and administrative costs excluding goodwill were L6.9 million or 13.3%
of revenue (1999: L9.0 million or 15.7%) and L27.3 million or 14.0% of revenue
(1999: L24.7 million, 10.9% of revenue) for the quarter and year ended 31 March
2000 respectively. The 1999 charge included some one-off costs in the fourth
quarter related to abortive acquisitions and related financing. In accordance
with Financial Reporting Standard No.10, goodwill arising on the acquisitions
of Crystal Dynamics, Proein and Pyro has been capitalised and is being
amortised over three years. Total general and administrative costs including
goodwill were L10.7 million for the quarter and L40.7 million for the year
(1999: L11.4 million and L28.8 million).
Taxation
The effective tax rate (before goodwill) for the full year is 38% compared to
33% last year. The tax due on the disposal of Opticom shares has been
calculated as L24.6 million. The losses within the Group have only generated a
net tax credit of L0.5 million. This is due to relatively high disallowable
items and a prudent view being taken on the potential realisation of tax
losses. In general, Eidos expects to have an effective overall rate in excess
of standard UK rates because of the high proportion of activities overseas
which have tax rates higher than those of the UK. Most of the brought forward
losses have now been used.
Balance Sheet
At 31 March 2000 Eidos had net assets of L126.4 million compared to L66.5
million at the start of the year. The increase is largely due to the retained
profits for the year (L25.2 million), the conversion of the convertible bond
(L31.2 million) and the exercise of employees' share options (L4.0 million).
Net assets include goodwill of L28.3 million (1999: L25.9 million), tangible
fixed assets and investments of L45.9 million (1999: L17.8 million), net
current assets of L52.2 million (1999: L53.6 million) and other long term
creditors of L0.1 million (1999: L30.8 million). The significant changes in the
year were the conversion of the US$50 million convertible bond and a $55
million investment in a US internet company, Express.com (formerly Maximum
Holdings, Inc.). The cash generated from the sale of Opticom of L91.5 million
has not been applied to the loans and overdrafts since these were not settled
until just after the year end.
Current Trading and Future Prospects
We experienced softening consumer demand in key markets during the period.
Against this background, we have been satisfied with the individual performance
of many of the nine new titles released in the fourth quarter. Titles bearing
established brands such as Resident Evil 3, Resident Evil: Survivor and Final
Fantasy VIII all enjoyed success in the retail charts, albeit at lower volumes
than might previously have been expected. The title Fear Effect emerged as an
original property with strong franchise potential and the leveraging of
existing properties such as Tomb Raider and Soul Reaver onto new platforms was
successfully achieved.
We continue to experience adverse general market trading conditions and we see
no reason to expect circumstances to improve materially before the next
generation of gaming platforms have been properly established in the market.
Nevertheless, based on the profile of our current release schedule we believe
that we are well placed to trade through the remainder of the market's
transitional stage and to take full advantage of the considerable opportunities
of the next generation hardware platforms.
Major releases for the forthcoming year are scheduled to include further titles
from the Tomb Raider, Soul Reaver and Championship Manager franchises and
titles supported by major licenses such as the Olympics, 102 Dalmatians and
"Who Wants To Be A Millionaire?". In addition, Angelina Jolie, the Oscaru
winning actress, has been cast for the lead in the forthcoming Tomb Raider film
to commence shooting this year. Sequels to Gangsters and Commandos and original
titles such as Deus Ex, Hitman, Chicken Run and IGI are also scheduled for
release.
Looking to the next generation of hardware platforms, we currently have ten
PlayStation 2 titles in development and are working closely with Microsoft and
Nintendo to support their new consoles for anticipated release in late 2001.
PlayStation 2 is currently expected to be launched in North America and Europe
on 26 October this year. We will debut on the platform with titles such as Eden
from Core Design and Timesplitters from Free Radical Design.
E-2
<PAGE>
We have made significant progress in addressing the issues in our control that
contributed to the decline in revenues and operating profits in the year.
Moreover, we continue to review and strengthen our internal procedures and
controls in order to ensure that the business remains fully able to meet the
demands of our dynamic market and to capitalise on our portfolio of new and
established properties and licenses.
Ian Livingstone
Chairman
13 June 2000
E-2
<PAGE>
EIDOS plc
Consolidated Profit and Loss Account
<TABLE>
<CAPTION>
<S> <C> <C>
Year ended Year ended
31 March 31 March
2000 1999
-------------- --------------
L'000 L'000
<S> <C> <C>
Turnover: Group and share of joint ventures' 203,265 226,284
Less: share of joint ventures' turnover..... (8,464) ---
-------------- --------------
Turnover -- continuing operations........... 194,801 226,284
Cost of goods sold.......................... (87,908) (81,628)
-------------- --------------
Gross profit................................ 106,893 144,656
Selling and marketing....................... (46,380) (7,096)
Research and development.................... (47,173) (39,619)
General and administrative
Goodwill amortisation...................... (13,448) (4,070)
Other...................................... (27,255) (24,701)
-------------- --------------
(40,703) (28,771)
-------------- --------------
Operating expenses.......................... (134,256) (105,486)
-------------- --------------
Group operating (loss)/profit............... (27,363) 39,170
Share of operating profit of joint ventures. 532 ---
-------------- --------------
Total operating (loss)/profit -- continuing
operations ................................ (26,831) 39,170
Profit on disposal of investments........... 80,236 ---
-------------- --------------
Profit on ordinary activities before
interest and tax .......................... 53,405 39,170
Net interest and similar charges............ (4,130) (1,250)
-------------- --------------
Profit on ordinary activities before tax.... 49,275 37,920
Tax on profit on ordinary activities........ (24,072) (13,670)
-------------- --------------
Profit for the year......................... 25,203 24,250
============== ==============
Basic earnings per share.................... 25.9 p 28.3 p
Diluted earnings per share.................. 23.8 p 25.0 p
</TABLE>
--------
Notes:
1. The earnings per share is based on a weighted average number of ordinary
shares in issue of 97,221,713 (1999: 85,689,145) for the year ended 31 March
2000. The diluted earnings per share is based on a weighted average number of
ordinary shares in issue of 106,818,292 (1999: 102,175,280) for the year
ended 31 March 2000.
E-2
<PAGE>
EIDOS plc
Consolidated Balance Sheet
<TABLE>
<CAPTION>
31 March 31 March
2000 1999
-------------- --------------
L'000 L'000
<S> <C> <C>
Fixed assets
Intangible assets........................... 28,305 25,939
Tangible assets............................. 6,022 5,668
Investments
Joint ventures............................. 1,840 ---
Other investments.......................... 38,081 12,164
-------------- --------------
39,921 12,164
-------------- --------------
Total fixed assets.......................... 74,248 43,771
============== ==============
Current assets
Stocks...................................... 13,286 5,666
Debtors..................................... 77,665 57,737
Cash at bank and in hand.................... 103,449 48,220
-------------- --------------
194,400 111,623
Creditors: amounts falling due within one
year ...................................... (142,176) (58,049)
-------------- --------------
Net current assets.......................... 52,224 53,574
-------------- --------------
Total assets less current liabilities....... 126,472 97,345
Creditors due after more than one year:..... (53) (30,813)
-------------- --------------
Net assets.................................. 126,419 66,532
============== ==============
Capital and reserves
Called up share capital..................... 2,071 1,728
Share premium account....................... 85,034 50,165
Other reserves.............................. 707 707
Profit and loss account..................... 38,607 13,932
-------------- --------------
Equity shareholders' funds.................. 126,419 66,532
============== ==============
</TABLE>
--------
Notes:
1. Eidos plc is registered in England and Wales (number 2501949) and its
registered office is Wimbledon Bridge House, 1 Hartfield Road, Wimbledon,
London SW19 3RU.
2. The investment in joint ventures comprises L4.6 million share of gross assets
less L2.8 million share of gross liabilities.
E-2
<PAGE>
EIDOS plc
Consolidated Statements of Cash Flow
<TABLE>
<CAPTION>
Year ended Year ended
31 March 31 March
2000 1999
-------------- --------------
L'000 L'000
<S> <C> <C>
Net cash(outflow)/inflow from operating
activities ................................ (28,467) 30,068
-------------- --------------
Returns on investments and servicing of
finance
Interest received........................... 1,090 1,773
Bank interest paid.......................... (2,630) (420)
Bond interest paid.......................... (652) (1,897)
Interest paid on finance leases............. (44) ---
Other interest paid......................... (245) (211)
-------------- --------------
(2,481) (755)
-------------- --------------
Taxation
UK tax paid................................. (10,830) (1,867)
Overseas tax paid........................... (5,965) (4,618)
-------------- --------------
(16,795) (6,485)
-------------- --------------
Capital expenditure and financial investment
Purchase of tangible fixed assets........... (3,602) (2,175)
Sale of tangible fixed assets............... 87 75
Purchase of other investments............... (36,555) (570)
Sale of other investments................... 91,505 ---
-------------- --------------
51,435 (2,670)
-------------- --------------
Acquisitions and disposals
Purchase of subsidiary undertakings......... (14,327) (15,378)
Net cash acquired with subsidiary
undertakings .............................. --- 459
Purchase of joint undertakings.............. (17,945) ---
-------------- --------------
(32,272) (14,919)
-------------- --------------
Net cash outflow/(inflow) before financing.. (28,580) 5,239
Financing
Issue of ordinary share capital............. 3,964 833
Repayment of primary under finance leases... (370) (761)
-------------- --------------
3,594 72
-------------- --------------
(Decrease)/Increase in cash in the year..... (24,986) 5,311
============== ==============
</TABLE>
--------
Notes:
1. Net cash inflow from operating activities is derived from operating loss of
L27,363,000 (1999: profit L39,170,000) adjusted for depreciation of
L3,150,000 (1999: L3,539,000), goodwill amortisation and write offs of
L13,954,000 (1999: L4,632,000) and an increase in working capital of
L18,208,000 (1999: L17,273,000).
E-2
<PAGE>
FOR IMMEDIATE RELEASE June 20, 2000
EIDOS PLC ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS AND
YEAR ENDED MARCH 31, 2000
Fourth quarter revenues down 9% to L52.2 million ($83.5 million)
Fourth quarter loss before tax and goodwill, excluding exceptional gains,
of L14.6 million ($23.4 million)
Full year revenues down 14% to L194.8 million ($311.7 million)
Full year profit before tax and goodwill, including exceptional gains,
up 49% to L62.7 million ($100.3 million)
LONDON, June 13, 2000 -- Eidos plc (NASDAQ: EIDSY), one of the world's leading
publishers and developers of entertainment software, announced today results
for the quarter and year ended March 31, 2000. Net revenue was L52.2 million
($83.5 million) for the quarter and L194.8 million ($311.7 million) for the
full year, a decrease of 14% on the previous year. On a US GAAP basis the
Company's profit before tax for the quarter ended March 31, 2000 was L62.4
million ($99.8 million) bringing the total for the year to L49.6 million ($79.4
million) compared to L31.2 million in 1999. This resulted in earnings per share
of 35.2p (56.3c) for the quarter and 24.1p (38.6c) for the full year compared
to 20.2p last year.
"We experienced softening consumer demand in key markets during the period.
Against this background, we have been satisfied with the individual performance
of many of the nine new titles released in the fourth quarter. Titles bearing
established brands such as Resident Evil 3, Resident Evil: Survivor and Final
Fantasy VIII all enjoyed success in the retail charts, albeit at lower volumes
than might previously have been expected. The title Fear Effect emerged as an
original property with strong franchise potential, and the leveraging of
existing properties such as Tomb Raider and Soul Reaver onto new platforms was
successfully achieved.
We continue to experience adverse general market trading conditions and we see
no reason to expect circumstances to improve materially before the next
generation of gaming platforms have been properly established in the market.
Nevertheless, based on the profile of our current release schedule we believe
that we are well placed to trade through the remainder of the market's
transitional stage and to take full advantage of the considerable opportunities
of the next generation hardware platforms.
Major releases for the forthcoming year are scheduled to include further titles
from the Tomb Raider, Soul Reaver and Championship Manager franchises and
titles supported by major licenses such as the Olympics, 102 Dalmatians and
"Who Wants To Be A Millionaire?". In addition, Angelina Jolie, the Oscar1
winning actress, has been cast for the lead in the forthcoming Tomb Raider film
to commence shooting this year. Sequels to Gangsters and Commandos and original
titles such as Deus Ex, Hitman, Chicken Run and IGI are also scheduled for
release.
Looking to the next generation of hardware platforms, we currently have ten
PlayStation 2 titles in development and are working closely with Microsoft and
Nintendo to support their new consoles for anticipated release in late 2001.
PlayStation 2 is currently expected to be launched in North America and Europe
on 26 October this year. We will debut on the platform with titles such as Eden
from Core Design and Timesplitters from Free Radical Design.
We have made significant progress in addressing the issues in our control that
contributed to the decline in revenues and operating profits in the year.
Moreover, we continue to review and strengthen our internal procedures and
controls in order to ensure that the business remains fully able to meet the
demands of our dynamic market and to capitalise on our portfolio of new and
established properties and licenses".
Charles Cornwall, Chief Executive Officer, added, "Our operating results for
the year to March 31, 2000 reflect the significant challenges that we have
faced over the period, both as a company and as part of an industry that is in
transition. Turnover for the year decreased from L226.3 million to L194.8
million, giving an operating loss of L26.8 million compared to an operating
profit of L39.2 million in the prior year.
E-3
<PAGE>
As we announced on March 24, 2000, we completed the disposal of the majority of
our holding in Opticom ASA immediately prior to the year end. This contributed
significantly to the profit on disposal of investments (before tax) of L80.2
million and to an overall profit on ordinary activities before tax of L49.3
million for the year.
The video games market is being adversely affected by the impending launch of a
new generation of gaming platforms due in late calendar 2000 and during 2001.
The hiatus in demand for games software which this transition is occasioning is
expected to continue throughout our current financial year. Although this
market environment will inevitably affect the profitability of the Group in the
short term, the Directors are confident that the quality of the release
schedule under development will continue to build the Group's strength and
standing within an industry which is expected to show strong growth over the
medium and longer term, and the underlying potential for profit generation.
Furthermore, the composition of the Group's release schedule for the current
fiscal year has significantly less reliance on the existing PlayStation
platform than before as a result of increased releases for PC, Dreamcast, Game
Boy Color and PlayStation 2 platforms."
<TABLE>
<CAPTION>
US GAAP US GAAP
Quarter Ended March 31 Year Ended March 31
------------------------------------------------- --------------------------------------------------
2000 1999 2000 1999
-------------------------------- -------------- -------------------------------- --------------
$'000* L'000 L'000 $'000* L'000 L'000
<S> <C> <C> <C> <C> <C> <C>
Turnover................. 85,240 53,275 57,173 322,683 201,677 226,284
EBITDA................... 111,038 69,399 6,584 114,643 71,652 44,559
Profit before tax........ 99,778 62,361 2,069 79,395 49,622 31,233
Net Income............... 58,071 36,294 1,484 37,428 23,392 17,267
Earnings Per Share....... 56.3c 35.2p 1.7p 38.6c 24.1p 20.2p
Diluted Earnings Per Share 54.1c 33.8p 1.6p 35.4c 22.1p 18.2p
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>
<TABLE>
<CAPTION>
2000 1999 2000 1999
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Weighted Average Basic Shares......... 103,132,379 86,026,000 97,221,713 85,689,145
Weighted Average Diluted Shares....... 107,438,424 90,093,925 106,818,292 102,175,280
------------------- ------------------- ------------------- -------------------
</TABLE>
--------
* The Company's financial statements are expressed in Pounds Sterling.
References to 'Pounds Sterling' or 'L' are to the currency of the United
Kingdom and references to '$', 'US dollars' or 'US$' are to United States
currency. Solely for convenience this press release contains translations of
certain Pounds Sterling amounts into US dollars at specified rates. These
translations should not be construed as representations that the Pounds
Sterling amounts actually represent such US dollar amounts or could be
converted into US dollars at the rate indicated or any other rate. Unless
otherwise indicated, the translations of Pounds Sterling amounts into US
dollars have been made at the rate of $1.60 to L1.00, the exchange rate
published by Datastream for March 31, 2000
Note:EBITDA includes profit on disposal of investments.
E-3
<PAGE>
Recent developments
* Fourth quarter turnover down 9% from L57.2 million to L52.2 million.
* Fourth quarter operating losses of L16.4 million down from operating profits
of L3.0 million.
* Full year turnover down 14% from L226.3 million to L194.8 million.
* Full year operating losses of L26.8 million down from operating profits of
L39.2 million.
* Full year profit before tax and goodwill, including exceptional gains, up
49% to L62.7 million.
* Profit on disposal of investments (before tax) of L80.2 million.
* Twenty four new titles launched in the year. Nine (including catalogue)
achieved sales in excess of 350,000 units.
* Worldwide publishing rights signed for PC and PSX versions of game based on
the forthcoming animated feature film "Chicken Run".
* UK publishing rights for PC, PSX and Dreamcast versions of "Who Wants To Be
A Millionaire?" signed with Celador Productions.
* Three product deal signed with Sports Interactive, developers of Championship
Manager series of games.
* Oscar1 winner Angelina Jolie cast as Lara Croft in live action film "Tomb
Raider".
UK GAAP Financial Summary
Eidos made a profit after tax of L36.8 million for the three months ended March
31, 2000 compared to L5.0 million in the corresponding period last year. This
includes the L80.2 million profit on disposal on investments. Turnover
decreased 9% from L57.2 million to L52.2 million. The earnings per share for
the period was 35.7p compared to 5.8p in the same period last year based on a
weighted average number of shares outstanding in the period of 103,132,379
(1999: 86,026,000). The diluted earnings per share was 34.2p (1999: 5.1p).
Eidos reported a profit after tax of L25.2 million for the year ended March 31,
2000 compared to L24.3 million for last year. Turnover decreased 14% from
L226.3 million to L194.8 million. The earnings per share was 25.9p compared to
28.3p last year based on a weighted average number of shares of 97,221,713
(1999: 85,689,145). The diluted earnings per share was 23.8p compared to 25.0p
for the corresponding period last year.
The share and earnings per share numbers for the current and prior periods
reflect the five for one share split which took place on January 25, 2000.
Net cash outflow from operating activities was L28.5 million for the year ended
March 31, 2000, compared to a net inflow of L30.1 million in the previous year.
The new joint ventures in Spain (Proein and Pyro) generated an operating profit
of L0.5 million this year and contributed L0.3 million to the retained profit
of the Group (or 0.3p per share), before goodwill amortisation.
Nine new titles were launched in the final quarter including Resident Evil 3,
Fear Effect and Thief 2 bringing the total number of new titles for the year to
twenty four (1999: nineteen). Nine titles (including catalogue) managed to
achieve sales in excess of 350,000 units. This year also saw the release of a
number of titles on the new platforms, Sega Dreamcast and Nintendo Gameboy
Color. In particular, titles from three of Eidos' key franchises (Tomb Raider,
Fighting Force and Soul Reaver) were released on Dreamcast, each selling over
200,000 units.
Gross margin for the fourth quarter was 34.8% compared to 61.8% for the
corresponding period last year. Gross margin for the year was 54.9% compared to
63.9% last year. This decrease is due to a number of factors: lower average
selling prices, additional provisions against revenue and inventory and higher
royalty costs (cost of sales includes royalties paid to developers in excess of
development advances paid). Most of the additional provisions were recorded in
the fourth quarter, which is why the margin for this quarter is particularly
low. A number of the games released this year were sub-licensed and carried
relatively high royalty rates (rather than development costs). Royalty costs in
the year were L18.7 million (9.6% of revenue) compared to L15.7 million (6.9%
of revenue) last year.
E-3
<PAGE>
Selling and Marketing
Advertising costs for the three months ended March 31, 2000 were L7.1 million
(13.7% of revenues) compared to L5.7 million (10.0% of revenues) in the
corresponding period. Advertising costs for the year were L25.2 million (12.9%
of net revenue) compared to L20.7 million (9.2% of net revenue) in 1999. The
increase reflects the higher number of titles released and the need to market
products more vigorously in a slowing market.
The fixed element of selling and marketing costs was L5.2 million (1999: L5.5
million) and L21.2 million (1999: L16.4 million) for the three months and year
ended March 31, 2000 respectively. The increase is a result of both the
increased costs of promotional licences and additional headcount in new and
existing offices.
Research and Development
Research and development spend represents the Company's investment in product
development of L11.3 million for the three months ended March 31, 2000 (1999:
L9.0 million) and L45.0 million for the full year (1999: L36.8 million). Also
included in the category is pure research and development of L0.2 million
(1999: L0.7 million) and L2.2 million (1999: L2.8 million) for the three months
and year to March 31, 2000 respectively. The product development charge for the
year includes L19.7 million (1999: L20.7 million) invested in a pipeline of 32
titles which have yet to be released.
General and Administrative
General and administrative costs excluding goodwill were L6.9 million or 13.3%
of revenue (1999: L9.0 million or 15.7%) and L27.3 million or 14.0% of revenue
(1999: L24.7 million, 10.9% of revenue) for the quarter and year ended March
31, 2000 respectively. The 1999 charge included some one-off costs in the
fourth quarter related to abortive acquisitions and related financing. In
accordance with Financial Reporting Standard No.10 goodwill arising on the
acquisitions of Crystal Dynamics, Proein and Pyro has been capitalised and is
being amortised over three years. Total general and administrative costs
including goodwill were L10.7 million for the quarter and L40.7 million for the
year (1999: L11.4 million and L28.8 million).
Taxation
The effective tax rate (before goodwill) for the full year is 38% compared to
33% last year. The tax due on the disposal of Opticom shares has been
calculated as L24.6 million. The losses within the Group have only generated a
net tax credit of L0.5 million. This is due to relatively high disallowable
items and a prudent view being taken on the potential realisation of tax
losses. In general, Eidos expects to have an effective overall rate in excess
of standard UK rates because of the high proportion of activities overseas
which have tax rates higher than those of the UK. Most of the brought forward
losses have now been used.
Balance Sheet
At March 31, 2000 Eidos had net assets of L126.4 million compared to L66.5
million at the start of the year. The increase is largely due to the retained
profits for the year (L25.2 million), the conversion of the convertible bond
(L31.2 million) and the exercise of employees' share options (L4.0 million).
Net assets include goodwill of L28.3 million (1999: L25.9 million), tangible
fixed assets and investments of L45.9 million (1999: L17.8 million), net
current assets of L52.2 million (1999: L53.6 million) and other long term
creditors of L0.1 million (1999: L30.8 million). The significant changes in the
year were the conversion of the US$50 million convertible bond and a $55
million investment in a US internet company, Express.com (formerly Maximum
Holdings, Inc.). The cash generated from the sale of Opticom of L91.5 million
has not been applied to the loans and overdrafts since these were not settled
until just after the year end.
Eidos plc is one of the world's leading publishers and developers of
entertainment software. The Company develops and publishes a diverse mix of
titles for the Sony PlayStation, Sega Dreamcast, Nintendo Game Boy Color and
multimedia PC markets in the US, the UK, Europe and Asia. The Company's shares
are traded on the NASDAQ Stock Market under the symbol EIDSY.
Certain statements contained in this press release may be deemed forward-
looking, and involve a number of risks and uncertainties. The Company's actual
results may differ materially from the expectations expressed in such
E-3
<PAGE>
forward looking statements. Among the factors that could cause actual results
to differ materially are world-wide business and industry conditions, including
consumer buying and retailer ordering patterns, product delays, changes in
research and development spending, company consumer relations, in particular,
levels of sales to mass merchants, retail acceptance of the company's published
and third party titles, competitive conditions and other risks detailed, from
time to time, in the company's SEC filings, including, but not limited to, the
Company's form 20-F for the period ended March 31, 1999.
# # #
Contact:
Charles Cornwall, CEO: 011 44 20 8636 3000
Jeremy Lewis, CFO: 011 44 20 8636 3000
Ryan Barr/Brad Edwards, Brainerd Communicators: 212 986 6667
Simon Ellis/Paul Vann, Binns & Co: 011 44 20 7786 9600
E-3
<PAGE>
EIDOS plc
Consolidated Statements of Operations Reconciled to US GAAP for the quarter and
year
ended March 31, 2000
<TABLE>
<CAPTION>
Quarter ended March 31, Year ended March 31,
--------------------------------------- ---------------------------------------
UK GAAP 2000 2000 1999 2000 2000 1999
----------- ----------- ----------- ----------- ----------- -----------
$'000 L'000 L'000 $'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C>
Turnover: Group and share of joint ventures'.. 87,411 54,632 57,173 325,224 203,265 226,284
Less: share of joint ventures' turnover....... (3,877) (2,423) --- (13,542) (8,464) ---
----------- ----------- ----------- ----------- ----------- -----------
Turnover -- continuing operations............. 83,534 52,209 57,173 311,682 194,801 226,284
Cost of goods sold............................ (54,440) (34,025) (21,864) (140,653) (87,908) (81,628)
----------- ----------- ----------- ----------- ----------- -----------
Gross Profit.................................. 29,094 18,184 35,309 171,029 106,893 144,656
----------- ----------- ----------- ----------- ----------- -----------
Selling and marketing......................... (19,810) (12,381) (11,194) (74,208) (46,380) (37,096)
Research and development...................... (18,376) (11,485) (9,678) (75,477) (47,173) (39,619)
General and administrative
Goodwill amortisation........................ (6,024) (3,765) (2,437) (21,517) (13,448) (4,070)
Other........................................ (11,070) (6,919) (8,984) (43,608) (27,255) (24,701)
----------- ----------- ----------- ----------- ----------- -----------
(17,094) (10,684) (11,421) (65,125) (40,703) (28,771)
----------- ----------- ----------- ----------- ----------- -----------
Operating expenses............................ (55,280) (34,550) (32,293) (214,810) (134,256) (105,486)
----------- ----------- ----------- ----------- ----------- -----------
Group operating (loss)/profit................. (26,186) (16,366) 3,016 (43,781) (27,363) 39,170
Share of operating profit of joint ventures... (58) (36) --- 851 532 ---
----------- ----------- ----------- ----------- ----------- -----------
Total operating (loss)/profit -- continuing
operations .................................. (26,244) (16,402) 3,016 (42,930) (26,831) 39,170
Profit on disposal of investments............. 128,378 80,236 3,000 128,378 80,236 ---
----------- ----------- ----------- ----------- ----------- -----------
Profit on ordinary activities before interest
and tax ..................................... 102,134 63,834 6,016 85,448 53,405 39,170
Net interest and similar charges.............. (3,147) (1,967) (480) (6,608) (4,130) (1,250)
----------- ----------- ----------- ----------- ----------- -----------
Profit on ordinary activities before tax...... 98,987 61,867 5,536 78,840 49,275 37,920
Tax on profit on ordinary activities.......... (40,146) (25,091) (511) (38,515) (24,072) (13,670)
----------- ----------- ----------- ----------- ----------- -----------
Profit for the year........................... 58,841 36,776 5,025 40,325 25,203 24,250
----------- ----------- ----------- ----------- ----------- -----------
Basic earnings per share...................... 57.1c 35.7p 5.8p 41.4c 25.9p 28.3p
Diluted earnings per share.................... 54.7c 34.2p 5.1p 38.1c 23.8p 25.0p
</TABLE>
--------
Notes:
1. The Company's financial statements are expressed in Pounds Sterling.
References to `Pounds Sterling' or `L' are to the currency of the United
Kingdom and references to `$', `US dollars' or `US$' are to United States
currency. Solely for convenience this press release contains translations of
certain Pounds Sterling amounts into US dollars at specified rates. These
translations should not be construed as representations that the Pounds
Sterling amounts actually represent such US dollar amounts or could be
converted into US dollars at the rate indicated or any other rate. Unless
otherwise indicated, the translations of Pounds Sterling amounts into US
dollars have been made at the rate of $1.60 to L1.00, the exchange rate
published by Datastream for March 31, 2000.
E-3
<PAGE>
EIDOS plc
Consolidated Statements of Operations Reconciled to US GAAP for the quarter and
year
ended March 31, 2000 (continued...)
<TABLE>
<CAPTION>
Quarter ended March 31, Year ended March 31,
--------------------------------------- ---------------------------------------
Reconciliation to US GAAP 2000 2000 1999 2000 2000 1999
----------- ----------- ----------- ----------- ----------- -----------
$'000 L'000 L'000 $'000 L'000 L'000
<S> <C> <C> <C> <C> <C> <C>
Net profit after tax (prepared under UK GAAP). 58,841 36,776 5,025 40,325 25,203 24,250
Amortisation of goodwill (restated)........... (686) (429) (99) (1,213) (758) (4,368)
Full consolidation of joint venture........... (206) (129) --- (206) (129) ---
Licence revenue recognition................... (1,500) (938) --- (1,500) (938) ---
Deferred tax.................................. (1,589) (993) --- (3,189) (1,993) ---
Stock compensation expense.................... --- --- (247) --- --- (247)
In process research and development........... --- --- (195) --- --- (2,368)
Amount written off investments................ 3,211 2,007 (3,000) 3,211 2,007 ---
----------- ----------- ----------- ----------- ----------- -----------
Net profit in accordance with US GAAP......... 58,071 36,294 1,484 37,428 23,392 17,267
----------- ----------- ----------- ----------- ----------- -----------
Earnings per share in accordance with US GAAP
Basic earnings per share...................... 56.3c 35.2p 1.7p 38.6c 24.1p 20.2p
Diluted earnings per share.................... 54.1c 33.8p 1.6p 35.4c 22.1p 18.2p
</TABLE>
--------
Notes:
1. The Company's financial statements are expressed in Pounds Sterling.
References to 'Pounds Sterling' or 'L' are to the currency of the United
Kingdom and references to '$', 'US dollars' or 'US$' are to United States
currency. Solely for convenience this press release contains translations of
certain Pounds Sterling amounts into US dollars at specified rates. These
translations should not be construed as representations that the Pounds
Sterling amounts actually represent such US dollar amounts or could be
converted into US dollars at the rate indicated or any other rate. Unless
otherwise indicated, the translations of Pounds Sterling amounts into US
dollars have been made at the rate of $1.60 to L1.00, the exchange rate
published by Datastream for March 31, 2000.
2. The reconciliation of goodwill to US GAAP for March 31, 1999 has been
restated to reflect the retrospective equity accounting of a stepped
acquisition, where the original investment occurred prior to March 31, 1999.
E-3
<PAGE>
EIDOS plc
Consolidated Balance Sheets Reconciled to US GAAP
<TABLE>
<CAPTION>
UK GAAP March 31, 2000 March 31, 1999
-------------------------------- --------------
$'000 L'000 L'000
<S> <C> <C> <C>
Fixed assets
Intangible assets.................... 45,288 28,305 25,939
Tangible assets...................... 9,635 6,022 5,668
Investments
Joint ventures...................... 2,944 1,840 ---
Other investments................... 60,930 38,081 12,164
-------------- -------------- --------------
63,874 39,921 12,164
-------------- -------------- --------------
Total fixed assets................... 118,797 74,248 43,771
-------------- -------------- --------------
Current assets
Stocks............................... 21,258 13,286 5,666
Debtors.............................. 124,264 77,665 57,737
Cash at bank and in hand............. 165,518 103,449 48,220
-------------- -------------- --------------
Total current assets................. 311,040 194,400 111,623
Creditors: amount falling due within
one year ........................... (227,482) (142,176) (58,049)
-------------- -------------- --------------
Net current assets................... 83,558 52,224 53,574
-------------- -------------- --------------
Total assets less current liabilities 202,355 126,472 97,345
-------------- -------------- --------------
Creditors due after more than one
year: .............................. (85) (53) (30,813)
-------------- -------------- --------------
Net assets........................... 202,270 126,419 66,532
============== ============== ==============
Capital and reserves
Called up share capital.............. 3,314 2,071 1,728
Share premium account................ 136,054 85,034 50,165
Other reserves....................... 1,131 707 707
Profit and loss account.............. 61,771 38,607 13,932
-------------- -------------- --------------
Equity shareholders' funds........... 202,270 126,419 66,532
============== ============== ==============
Reconciliation to US GAAP (restated)
Shareholders' funds (prepared under
UK GAAP) ........................... 202,270 126,419 66,532
Goodwill............................. 33,194 20,746 20,314
Less in process research and
development ........................ (3,789) (2,368) (2,368)
Less amortisation.................... (28,656) (17,910) (17,152)
Unrealised appreciation on
investments ........................ 65,064 40,665 ---
Full consolidation of joint venture.. (206) (129) ---
Equity accounting trade investment... 326 204 (865)
Licence revenue recognition.......... (1,500) (938) ---
Deferred tax (liability) / asset on
reconciling items .................. (19,520) (12,200) 1,993
-------------- -------------- --------------
Shareholders' funds (in accordance
with US GAAP) ...................... 247,183 154,489 68,454
============== ============== ==============
</TABLE>
--------
Notes:
1. Eidos plc is registered in England and Wales (number 2501949) and its
registered office is Wimbledon Bridge House, 1 Hartfield Road, Wimbledon,
London SW19 3RU.
2. The investment in joint ventures comprises L4.6 million share of gross assets
less L2.8 million share of gross liabilities.
E-3
<PAGE>
EIDOS plc
Consolidated Statements of Cash Flow
<TABLE>
<CAPTION>
Year ended
March 31,
Year ended March 31, 2000 1999
-------------------------------- ---------------
$'000 L'000 L'000
<S> <C> <C> <C>
Net cash (outflow)/inflow from operating activities.......................... (45,547) (28,467) 30,068
Returns on investments and servicing of finance
Interest received............................................................ 1,744 1,090 1,773
Bank interest paid........................................................... (4,208) (2,630) (420)
Bond interest paid........................................................... (1,043) (652) (1,897)
Other interest paid.......................................................... (71) (44) ---
Interest paid on finance leases.............................................. (392) (245) (211)
-------------- -------------- --------------
(3,970) (2,481) (755)
-------------- -------------- --------------
Taxation
UK tax paid.................................................................. (17,328) (10,830) (1,867)
Overseas tax paid............................................................ (9,544) (5,965) (4,618)
-------------- -------------- --------------
(26,872) (16,795) (6,485)
-------------- -------------- --------------
Capital expenditure and financial investment
Purchase of tangible fixed assets............................................ (5,763) (3,602) (2,175)
Sale of tangible fixed assets................................................ 139 87 75
Purchase of other investments................................................ (58,488) (36,555) (570)
Sale of other investments.................................................... 146,408 91,505 ---
-------------- -------------- --------------
82,296 51,435 (2,670)
-------------- -------------- --------------
Acquisitions and disposals
Purchase of subsidiary undertakings.......................................... (22,923) (14,327) (15,378)
Net cash acquired with subsidiary undertakings............................... --- --- 459
Purchase of joint undertakings............................................... (28,712) (17,945) ---
-------------- -------------- --------------
(51,635) (32,272) (14,919)
-------------- -------------- --------------
Net cash (outflow)/inflow before financing................................... (45,728) (28,580) 5,239
Financing
Issue of ordinary share capital.............................................. 6,342 3,964 833
Repayment of principal under finance leases.................................. (592) (370) (761)
-------------- -------------- --------------
5,750 3,594 72
-------------- -------------- --------------
(Decrease)/increase in cash in the period.................................... (39,978) (24,986) 5,311
============== ============== ==============
</TABLE>
--------
Notes:
1. Net cash inflow from operating activities is derived from operating loss of
L27,363,000 (1999: profit L39,170,000) adjusted for depreciation of
L3,150,000 (1999: L3,539,000), goodwill amortisation and write offs of
L13,954,000 (1999: L4,632,000) and an increase in working capital of
L18,208,000 (1999: L17,273,000).
E-3
<PAGE>
Eidos plc Statistical Information for the Period Ended March 31, 2000
Geographical Revenue Mix
(Unaudited)
<TABLE>
<CAPTION>
Quarter
---------------------------------------------------------------------
March 31, 2000 March 31, 1999
------------------------------- ----------------------------------
L'000s % of Total L'000s % of Total
<S> <C> <C> <C> <C>
North America......................................... 13,640 26.1% 17,906 31.3%
UK/Europe............................................. 35,127 67.3% 36,188 63.3%
Rest of World......................................... 3,442 6.6% 3,079 5.4%
-------------- -------------- -------------- --------------
Total net revenue .................................... 52,209 100.0% 57,173 100.0%
-------------- -------------- -------------- --------------
</TABLE>
<TABLE>
<CAPTION>
Year
--------------------------------------------------------------------
March 31, 2000 March 31, 1999
------------------------------- ---------------------------------
L'000s % of Total L'000s % of Total
<S> <C> <C> <C> <C>
North America.............................................. 63,719 32.7% 78,476 34.7%
UK/Europe.................................................. 119,868 61.5% 136,310 60.2%
Rest of World.............................................. 11,214 5.8% 11,498 5.1%
-------------- -------------- -------------- --------------
Total net revenue.......................................... 194,801 100.0% 226,284 100.0%
-------------- -------------- -------------- --------------
</TABLE>
<TABLE>
<CAPTION>
Percentage Percentage
Change Change
Quarter Year
-------------- --------------
<S> <C> <C>
North America............................... (23.8%) (18.8%)
UK/Europe................................... (2.9%) (12.1%)
Rest of World............................... 11.8% (2.5%)
-------------- --------------
Total net revenue........................... (8.7%) (13.9%)
-------------- --------------
</TABLE>
Platform Revenue Mix (Games Revenue only)
(Unaudited)
<TABLE>
<CAPTION>
Quarter
-------------------------------------------------------------------
March 31, 2000 March 31, 1999
------------------------------- --------------------------------
L'000s % of Total L'000s % of Total
<S> <C> <C> <C> <C>
Console.................................................... 48,943 96.0% 37,480 66.7%
PC......................................................... 2,024 4.0% 18,677 33.3%
-------------- -------------- -------------- --------------
Total net revenue.......................................... 50,967 100.0% 56,157 100.0%
-------------- -------------- -------------- --------------
</TABLE>
E-3
<PAGE>
<TABLE>
<CAPTION>
Year
--------------------------------------------------------------------
March 31, 2000 March 31, 1999
------------------------------- ---------------------------------
L'000s % of Total L'000s % of Total
<S> <C> <C> <C> <C>
Console.................................................... 134,838 70.9% 137,790 61.9%
PC......................................................... 55,342 29.1% 84,811 38.1%
-------------- -------------- -------------- --------------
Total net revenue.......................................... 190,180 100.0% 222,601 100.0%
-------------- -------------- -------------- --------------
</TABLE>
<TABLE>
<CAPTION>
Percentage Percentage
Change Change
Quarter Year
-------------- --------------
<S> <C> <C>
Console..................................... 30.6% (2.1%)
PC.......................................... (89.2%) (34.7%)
-------------- --------------
Total net revenues.......................... (9.2%) (14.6%)
-------------- --------------
</TABLE>
E-3
<PAGE>
For Immediate Release 24 March 2000
Eidos plc
Disposal and Further Trading Update
Part disposal of holding in Opticom ASA
Continuing downturn in entertainment software demand
Eidos plc ("Eidos"), one of the world's leading publishers and developers of
entertainment software, will announce its results for the quarter and full year
ending 31 March 2000 in the last week of May 2000.
Further to the statement of the third quarter figures on 28 February, the
Company announces a disposal of the majority of its holding in Opticom ASA
("Opticom") resulting in an exceptional profit before tax of some L84 million.
The Company also reports that trading has deteriorated markedly since the
statement on 28 February.
Part disposal of holding in Opticom
The Board announces that it has reached agreement to sell 1,140,000 of its
total holding of 1,476,052 shares in Opticom for NOK 1,100 per share to a
consortium comprising Credit Suisse First Boston, Thomas Fussell and Robert
Keith. Thomas Fussell and Robert Keith are respectively Chairman and Managing
Director of Opticom. The proceeds will total NOK 1,254,000,000 (approximately
L94 million). Eidopt, the joint venture between Eidos and Opticom, continues to
progress as planned.
The disposal resulted in an exceptional profit before tax of approximately L84
million, which will be reported in the results for the year ending 31 March
2000.
Key Products Released
A total of 8 titles have been released since 18 February including Fear Effect
(PSX), Dragon Warrior Monsters (GBC), Soul Reaver (Dreamcast), Urban Chaos
(PSX) and, in Europe and Australia only, Resident Evil 3 (PSX) and Final
Fantasy VIII (PC).
Whilst many of these products have reached high positions in the retail charts,
there has been a material shortfall between the Company's expectations of sale
volumes and the actual number of units sold through by retail. The Company
believes a significant portion of the shortfall against expectations relates to
adverse market conditions across all major territories and a general slowdown
in consumer demand. In the light of these conditions the Company's experience
has been that retail ordering levels of even its most successful titles have
been lower than expected.
Before the end of the current quarter, the Company will release several other
key titles including, UEFA Champions League (PC and PSX), Tomb Raider: The Last
Revelation (Dreamcast), Thief 2 (PC) and Resident Evil Survivor (PSX).
Transition Phase
The Company believes that these lower retail order levels are partly a result
of the transition in the console markets to the next generation platforms, such
as Dreamcast, PlayStation 2, Dolphin and X-Box. The Company anticipates that
these new more powerful gaming platforms will have a positive impact on the
market in the long term. However, the transition is likely to lead to a further
weakening of current generation software sales in the near term.
Research and Development
The Company continues to invest significantly in research and development in
order to ensure a full pipeline of high quality, compelling games. It will
continue to seek to leverage existing franchises such as Tomb Raider,
Championship Manager, Soul Reaver and Commandos across the next generation
platforms as well as seeking to establish new ones. The Company will continue
to bear heavy development costs for next generation games
E-4
<PAGE>
during the 2000 calendar year and does not anticipate significant revenues from
this investment until the installed base of such platforms has been established
in 2001 and beyond.
Retail Channel and Release Dates
The Company believes that the currently lower level of consumer demand has led
to congestion in the retail channel. Accordingly, the decision has been taken
to delay the release of certain products including Nomad Soul (Dreamcast), F1
World Grand Prix (PC), Tomb Raider (GBC) and Daikatana (PC) to the first
quarter of the 2001 financial year. This will allow more time for existing
product to move through the retail channel.
Outlook for Year
Although it is too early to predict results for the year, the Board currently
expects that the second half operating result will be significantly worse than
that achieved in the second half of the 1999 financial year. This implies the
results for the financial year ended 31 March 2000 will be substantially below
those of the previous year.
Future Prospects
The Board believes that there will be continued difficulties affecting current
trading as the market moves to the new generation of gaming platforms in the
near term. However, it is the Board's view that the release schedule for the
next 12 months remains of high quality including sequels to Commandos and
Gangsters, as well as further iterations from key franchises such as Tomb
Raider, Championship Manager and Soul Reaver. The future success of these
franchises will however be dependent upon the prevailing market conditions at
the time of release.
Whilst the transition clearly presents challenges for all market participants,
the Company will continue to focus on ensuring that the cost base is brought
into line with the anticipated levels of turnover and that the measures now
being taken to improve the management of the product development cycle are
fully implemented.
Eidos will continue to position itself to take advantage of opportunities
afforded by the arrival of the new platforms. Development of 7 PlayStation 2
titles is already on-going with anticipated releases in the next 18 months.
Contact:
Charles Cornwall, CEO: 0181 636 3000
Mike McGarvey, COO: 0181 636 3000
Jeremy Lewis, CFO: 0181 636 3000
Neil Camp, Binns & Co: 0171 786 9600
Ryan Barr/Lenny Santiago, Brainerd Communicators: 001 212 986 6667
Issued by Binns & Co: 0171 786 9600
E-4
