<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to ______________
COMMISSION FILE NUMBER 0-28579
eVENTURES GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2233445
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
300 CRESCENT COURT, SUITE 800
DALLAS, TEXAS 75201
(214) 777-4100
(Address and telephone number of principal executive offices)
Indicate 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
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
On November 6, 2000, 51,989,042 shares of the registrant's Common Stock $.00002
par value per share were outstanding.
<PAGE> 2
EVENTURES GROUP, INC.
QUARTERLY REPORT FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C> <C>
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2000 (unaudited)
and June 30, 2000...............................................................................3
Consolidated Statements of Operations for the three months ended
September 30, 2000 and 1999 (unaudited).........................................................4
Consolidated Statements of Cash Flows for the three months ended
September 30, 2000 and 1999
(unaudited).....................................................................................5
Notes to Consolidated Financial Statements......................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................................................8
Item 3. Quantitative and Qualitative Disclosures about Market Risk.....................................12
PART II: OTHER INFORMATION
Item 1. Legal Proceedings..............................................................................13
Item 2. Changes in Securities..........................................................................13
Item 3. Defaults Upon Senior Securities................................................................13
Item 4. Submission of Matters to a Vote of Securities Holders..........................................13
Item 5. Other Information..............................................................................13
Item 6. Exhibits and Reports on Form 8-K...............................................................13
Signatures...................................................................................................15
Exhibit Index................................................................................................16
</TABLE>
2
<PAGE> 3
eVENTURES GROUP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
ASSETS 2000 2000
------------- -------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents ........................................... $ 35,908,828 $ 40,764,246
Accounts receivable, less allowances for
doubtful accounts ($1,231,881 - September 2000; $793,900 -
June 2000) ....................................................... 5,465,886 3,607,053
Prepaid expenses and other receivables .............................. 3,462,456 2,979,489
Deposits ............................................................ 956,456 1,020,584
VAT receivable ...................................................... 1,864,155 2,131,277
Notes receivable, affiliate ......................................... 223,000 100,000
------------- -------------
47,880,781 50,602,649
------------- -------------
LONG-TERM ASSETS
Restricted cash ..................................................... 281,928 281,928
Property and equipment, net ......................................... 36,078,201 35,419,120
Investments in affiliates ........................................... 19,539,843 23,373,190
Goodwill and other intangibles, net ................................. 103,491,840 108,639,486
------------- -------------
159,391,812 167,713,724
------------- -------------
$ 207,272,593 $ 218,316,373
============= =============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Capital leases, current portion ..................................... $ 4,820,235 $ 4,703,053
Accounts payable .................................................... 7,379,850 8,244,480
Accrued other ....................................................... 7,414,326 3,025,285
Accrued interest payable ............................................ -- 78,016
Customer deposits and deferred revenues ............................. 726,565 619,403
Notes payable, current portion ...................................... 251,218 229,343
------------- -------------
20,592,194 16,899,580
------------- -------------
LONG-TERM LIABILITIES
Notes payable, net of current portion ............................... 4,013,270 3,685,145
Capital leases, net of current portion .............................. 6,381,870 5,780,851
------------- -------------
10,395,140 9,465,996
------------- -------------
COMMITMENTS AND CONTINGENCIES ....................................... -- --
STOCKHOLDERS' EQUITY
Common stock ........................................................ 1,041 1,041
Common stock to be issued ........................................... 1 1
Preferred stock ..................................................... -- --
Treasury stock ...................................................... (3,896) --
Additional paid-in capital .......................................... 248,907,665 248,907,665
Accumulated deficit ................................................. (70,828,497) (54,634,559)
Deferred compensation ............................................... (843,063) (1,274,479)
Notes receivable from shareholders .................................. (947,992) (1,048,872)
------------- -------------
176,285,259 191,950,797
------------- -------------
$ 207,272,593 $ 218,316,373
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
eVENTURES GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Three Months
Ended September 30,
--------------------------------
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
Revenues ................................... $ 18,597,027 $ 8,675,719
Direct costs ............................... 17,341,332 8,729,520
------------ ------------
Gross profit (loss) ........................ 1,255,695 (53,801)
Selling, general and administrative
expenses ................................. 7,143,578 1,355,148
Depreciation and amortization .............. 6,468,935 460,884
------------ ------------
Loss from operations, before
other (income) expense ................... (12,356,818) (1,869,833)
Other (income) expense
Interest (income) expense, net ........... (306,055) 519,231
Write off of unamortized debt discount ... -- 917,615
Equity in loss of affiliates ............. 4,070,989 18,730
Foreign currency gain .................... (2,845) (6,502)
Other .................................... 75,031 (6,588)
------------ ------------
3,837,120 1,442,486
------------ ------------
Net loss available to common
shareholders ............................. $(16,193,938) $ (3,312,319)
============ ============
Net loss per share - (basic and diluted) ... $ (0.31) $ (0.20)
============ ============
Weighted average number of shares
outstanding - (basic and diluted) ........ 51,989,562 16,547,331
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
eVENTURES GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended September 30,
------------ ------------
2000 2000
------------ ------------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ......................................................... $(16,193,938) $ (3,312,319)
Adjustments to reconcile net loss to net cash used in
net operating activities:
Depreciation and amortization ................................ 6,468,935 460,884
Equity in loss of affiliates ................................. 4,070,989 18,730
Other non-cash expenses ...................................... 890,127 1,247,522
Change in operating assets and liabilities:
Accounts receivable ....................................... (2,240,273) (97,493)
Prepaid expenses and other receivables .................... (485,741) (68,087)
VAT receivable ............................................ 267,122 314,598
Restricted cash ........................................... -- 36,686
Accounts payable .......................................... (864,630) 1,170,492
Accrued other ............................................. 4,389,041 309,516
Accrued interest payable .................................. (78,016) 142,508
Customer deposits and deferred revenue .................... 107,162 679,765
------------ ------------
Net cash provided by (used in) operating activities ................. (3,669,222) 902,802
------------ ------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Deposits ..................................................... 64,128 (56,761)
Purchase of property and equipment ........................... (832,800) (574,379)
Net cash acquired in acquisitions ............................ -- 299,687
Investments in affiliates .................................... (50,772) (68,122)
------------ ------------
Net cash used in investing activities ............................... (819,444) (399,575)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder repayment of note receivable ..................... 96,984 --
Payments on capital leases ................................... (506,640) (196,583)
Advances (repayments) on notes payable ....................... 350,000 (823,278)
Issuance of notes receivable - affiliate, net ................ (307,096) --
Issuance of common and preferred stock ....................... -- 5,940,000
------------ ------------
Net cash provided by (used in) financing activities ................. (366,752) 4,920,139
------------ ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS ............................. (4,855,418) 5,423,366
CASH AND CASH EQUIVALENTS, beginning of year ........................ 40,764,246 39,379
------------ ------------
CASH AND CASH EQUIVALENTS, end of period ............................ $ 35,908,828 $ 5,462,745
============ ============
------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for interest ....................................... $ 374,726 $ 97,000
============ ============
Cash paid for taxes .......................................... $ -- $ --
============ ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING,
INVESTING AND FINANCING ACTIVITIES:
Purchases of equipment under capital leases ...................... $ 1,224,841 $ --
============ ============
Goodwill arising from change in ownership and acquisitions settled
through issuance of stock ..................................... $ -- $ 17,162,468
============ ============
Net assets of subsidiaries acquired through an issue of stock .... $ -- $ 196,169
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
eVENTURES GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
eVentures Group, Inc. ("eVentures or the Company") is a global broadband
network services company providing broadband services, value added services
and prepaid services over a facilities-based network which consists of
digital switching, routing and signal management equipment, as well as
digital fiber optic cable lines. On November 10, 2000, the Company
announced a name change to Novo Networks, Inc., effective on or around
December 10, 2000. The name change is intended to reflect the Company's
transition to a broadband network services operating company.
The accompanying consolidated financial statements for the three month
periods ended September 30, 2000 and 1999, have been prepared by the
Company without audit, pursuant to the interim financial statements rules
and regulations of the SEC. In the opinion of management, the accompanying
consolidated financial statements include all adjustments, consisting only
of those of a normal recurring nature, necessary to present fairly the
results of the Company's operations and cash flows at the dates and for the
periods indicated. The results of operations for the interim periods are
not necessarily indicative of the results for the full fiscal year. The
accompanying financial statements should be read in conjunction with the
Company's audited consolidated financial statements included in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2000 filed with the Securities and Exchange Commission.
The preparation of 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 assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. The consolidated financial statements include the accounts of
the Company and all wholly owned and majority owned subsidiaries. The
financial results of e.Volve Technology Group, Inc. ("e.Volve") are
included in the financial statements for all periods presented. The
financial results for AxisTel Communications, Inc. ("AxisTel") are
included in the financial statements since September 22, 1999, the date of
acquisition. The financial results of Internet Global Services, Inc.
("iGlobal") are included in the financial statements since its acquisition
on March 10, 2000. All significant inter-company accounts have been
eliminated.
Certain fiscal 2000 balances have been reclassified for comparative
purposes to be consistent with the fiscal 2001 presentation.
2. GOODWILL
Goodwill arising from the excess of cost over net assets of businesses
acquired by the Company is amortized on a straight-line basis over periods
ranging from five to ten years. The Company assesses the recoverability of
goodwill by determining whether the amortization over its remaining life
can be recovered through projected undiscounted future cash flows. The
amount of impairment, if any, is measured based on fair value and is
charged to operations in the period in which impairment is determined by
management. As of September 30, 2000, the Company's management has not
identified any material impairment of goodwill.
3. NET LOSS PER SHARE
The Company calculates earnings per share in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 128, Earnings per Share
("EPS"). SFAS No. 128 requires dual presentation of basic EPS and diluted
EPS on the face of all income statements for all entities with complex
capital structures. Basic EPS is computed as net income divided by the
weighted average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur from common
shares issuable through stock options, warrants and convertible
debentures. Diluted EPS has not been presented for the effects of stock
options, warrants, convertible debentures and preferred stock as the
effect would be antidilutive. Accordingly, basic and diluted EPS did not
differ for any period presented. For purposes of computation of EPS, the
shares issued for the acquisition of e.Volve (11,365,614 shares) are
deemed to have been in existence for the entire three month period ended
September 30, 1999.
6
<PAGE> 7
4. INVESTMENTS IN AFFILIATES
The Company has minority investments in the following companies:
<TABLE>
<CAPTION>
% Ownership* Accounting September 30, June 30,
Accounting Company Name Common Preferred Method 2000 2000
----------------------- ------ --------- ------ -------------- ------------
(unaudited)
<S> <C> <C> <C> <C> <C>
PhoneFree.com, Inc. ("PhoneFree")..................... 17.2% 31.7% Equity $ 9,554,691 $ 11,897,831
ORB Communications & Marketing, Inc................... 19.0% 100.0% Equity 7,069,536 7,713,650
FonBox, Inc........................................... 14.0% 68.2% Equity 1,915,616 2,034,632
Launch Center 39...................................... 0.0% 2.1% Cost 1,000,000 1,000,000
Televant, Inc. (d/b/a CallRewards).................... 0.0% 0.0% Equity -- 727,077
------------ ------------
$ 19,539,843 $ 23,373,190
============ ============
</TABLE>
* The percentage ownership reflects eVentures' ownership percentage at September
30, 2000.
On September 1, 2000, CallRewards was merged with a subsidiary of
PhoneFree. eVentures received 102,240 shares of PhoneFree common stock in
exchange for eVentures' equity interest in CallRewards and as repayment of
$184,096 advanced to CallRewards pursuant to note agreements.
During the September quarter, the Company advanced $223,000 to FonBox,
Inc. pursuant to a convertible promissory note agreement. Additionally,
subsequent to September 30, 2000, the Company invested an additional
$777,000 in FonBox, Inc. and converted its prior advance in exchange for
510,733 shares of FonBox, Inc. Series C Preferred stock.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. These statements may be identified by the use of words such as
"expects," "anticipates," "intends," "plans" and similar expressions. Factors
that could cause actual results to differ materially from those reflected in the
forward-looking statements include, but are not limited to, those discussed in
this section, elsewhere in this report and the risks discussed in the "Risk
Factors Related to Our Company" section included in our Annual Report on Form
10-K for our fiscal year ended June 30, 2000, filed with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's analysis, judgment, belief or expectation only as of the
date hereof. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date of this
report.
BASIS OF PRESENTATION
Prior to September 22, 1999, we were a public company with no material
operations. We were formerly known as Adina, Inc., which was incorporated in the
state of Delaware on June 24, 1987. In September and October 1999, we completed
a series of transactions whereby we acquired (i) 100% of the outstanding shares
of e.Volve, (ii) 100% of the outstanding shares of AxisTel (iii) 17% of the
outstanding shares of PhoneFree and (iv) a note receivable from e.Volve in the
amount of approximately $8.5 million ("Notes"), including accrued interest. All
of the acquisitions and the purchase of the Notes were settled through the
issuance of 42,787,863 shares of common stock of eVentures and are collectively
referred to as the "Initial Transaction".
Since we had no material operations prior to the Initial Transaction, the
reorganization was accounted for as a recapitalization of e.Volve. Accordingly,
the historical financial statements presented through September 22, 1999 are
those of e.Volve. The financial statements presented herein reflect the
consummation of the reorganization, and therefore are the consolidated financial
statements of eVentures and subsidiaries as of September 30, 2000 and June 30,
2000 and for the period from September 22, 1999 through September 30, 1999 and
the three months ended September 30, 2000. On March 10, 2000, we acquired
iGlobal, which has been incorporated into the consolidated financial statements
from the date of acquisition.
Revenues. Revenues are generated through the sale of our products and services
which can be divided into three general service categories: (i) broadband, (ii)
value added and (iii) prepaid. Broadband services consist of transport services
such as private line, asynchronous transfer mode and frame relay and access
services such as dial-up and dedicated Internet access, DSL and collocation
services. Value added services include software services that leverage the
packet-based infrastructure of our network to deliver advanced communications
services to end-users. Value added services consist principally of virtual
private network, voice-over-Internet-protocol, or VOIP services, web hosting
and other services. We also offer prepaid services through the sale of calling
cards on a wholesale and retail basis. The majority of our products and
services are measured and billed on a per minute basis.
Historically, we have derived substantially all of our revenues from the sale
of VOIP and transport services. Our agreements with our wholesale customers are
short term in duration and the rates are subject to change from time to time.
Due to increasing competition, management expects these rates to decline, which
could result in lower revenues and increased losses. Our three largest
customers accounted for 60% of our revenues during the three-month period ended
September 30, 2000. We anticipate that our dependence on these three customers
will continue to decline as we broaden our sales and marketing initiatives to
include (i) adding new customers, (ii) increasing sales to existing customers
and (iii) increasing sales of broadband, value added and prepaid services.
Direct Costs. Direct costs include per minute termination charges, lease
payments and fees for fiber optic cable. Historically, the call termination
expense component of these direct costs has declined as measured on a cost per
minute basis. The direct costs incurred for leasing communications network
capacity has also declined. However, the agreements we enter into for leasing
such capacity are generally at fixed rates for periods of more than one year. We
anticipate that our aggregate direct costs will continue to increase over time
as we build out our global network and enter into additional capacity leases in
advance of sales. We expect our call termination expenses, as measured on a cost
per minute basis, will continue to decline, offset by increases in the volume of
traffic on our network.
8
<PAGE> 9
Selling, General and Administrative Expenses. These expenses include general
corporate expenses, management and operations salaries and expenses,
professional fees, sales and marketing expenses, travel expenses, benefits,
facilities costs and administrative expenses. Currently we maintain our
corporate headquarters in Dallas, Texas, and have additional offices in Jersey
City, New Jersey, New York, New York, Kansas City, Missouri, Dallas, Texas,
Miami, Florida and Mexico City, Mexico. We anticipate that our selling, general
and administrative expenses will continue to increase over time as we are
expanding the size of our staff and facilities to meet the demands of our
global network expansion and increased product offerings.
Depreciation and Amortization. Depreciation and amortization represent the
depreciation of property, plant & equipment and the amortization of goodwill
resulting from the reorganization transactions and the acquisition of iGlobal.
We anticipate that depreciation and amortization expense will continue to
increase over time as we continue to make investments in our communications
network and facilities.
SUMMARY OF OPERATING RESULTS
The table below summarizes our operating results
<TABLE>
<CAPTION>
Three Months Ended September 30,
-------------------------------------------------------------
2000 % 1999 %
------------ ----- ------------ -----
(unaudited)
<S> <C> <C> <C> <C>
Revenues ................................... $ 18,597,027 100.0% $ 8,675,719 100.0%
Direct costs ............................... 17,341,332 93.2% 8,729,520 100.6%
------------ ----- ------------ -----
Gross profit ............................... 1,255,695 6.8% (53,801) (0.6%)
Selling, general and administrative
expenses ................................. 7,143,578 38.4% 1,355,148 15.6%
Depreciation and amortization .............. 6,468,935 34.8% 460,884 5.3%
------------ ----- ------------ -----
Loss from operations, before
other (income) expense ................... (12,356,818) (66.4%) (1,869,833) (21.6%)
Other (income) expenses:
Interest expense (income), net ............ (306,055) (1.6%) 519,231 6.0%
Write off of unamortized debt discount .... -- 0.0% 917,615 10.6%
Equity in loss of affiliates .............. 4,070,989 21.9% 18,730 0.2%
Foreign currency gain ..................... (2,845) (0.0%) (6,502) (0.1%)
Other ..................................... 75,031 0.4% (6,588) (0.1%)
------------ ----- ------------ -----
3,837,120 20.6% 1,442,486 16.6%
------------ ----- ------------ -----
Net loss available to
common shareholders ...................... $(16,193,938) $ (3,312,319)
============ ============
Net loss per share - (basic and diluted) ... $ (0.31) $ (0.20)
============ ============
Weighted average number of shares
outstanding - (basic and diluted) ........ 51,989,562 16,547,331
============ ============
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
Revenues. Revenues increased to $18.6 million during the three months ended
September 30, 2000 from $8.7 million during the three months ended September
30, 1999, an increase of 114%. Revenues for the three months ended September
30, 2000 were generated through the sale of (i) 80% VOIP services, (ii) 14%
prepaid services, (iii) 4% transport services and (iv) 2% Internet services.
Sales during the prior year period consisted of VOIP services.
The increase in revenues during the three months ended September 30, 2000
primarily resulted from revenues of companies acquired as part of the Initial
Transaction, which increased revenues by $8.0 million during the first fiscal
quarter of 2001. In addition, an increase in traffic contributed to the
remainder of the increase in revenues. During the three months ended September
30, 2000, we transmitted 133.4 million minutes versus 77.1 million minutes
during the first quarter of 2000, an increase of 73%. Excluding the 29.1 million
minutes added as a result of acquisitions, we increased minutes during the
quarter, as compared to the same prior year period, by 27.2 million minutes, an
increase of 35%. The increase in traffic during the current three-month period
was partially offset by a
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<PAGE> 10
decrease in the average price per minute that we charged for VOIP services. The
average price per minute decreased to $0.101 during the three months ended
September 30, 2000 versus $0.113 during the comparable period in fiscal 2000.
Direct Costs. Direct costs increased to $17.3 million during the three months
ended September 30, 2000 from $8.7 million during the three months ended
September 30, 1999, an increase of 99%. The increase in direct costs in the
three months ended September 30, 2000 primarily resulted from direct costs
attributable to operations of the companies acquired as part of the Initial
Transaction and the subsequent acquisition of iGlobal, which on a combined
basis, increased direct costs by $7.8 million during our first quarter of fiscal
2001. The additional increase during the period of $0.8 million was a result of
the previously discussed increases in traffic volumes partially offset by lower
per minute termination costs. The average cost per minute to terminate calls
decreased to $0.091 during the three months ended September 30, 2000 from $0.113
during the comparable period in fiscal 2000. As a percentage of revenues, direct
costs during the three months ended September 30, 2000 decreased to 93% from
101% during the three months ended September 30, 1999. The decrease in direct
costs as a percentage of revenues resulted primarily from the cost per minute
for termination decreasing faster than the average price we charge per minute.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $7.1 million during the three months ended September 30,
2000 from $1.4 million in the prior year period, an increase of 407%. Selling,
general and administrative expenses during the three months ended September 30,
2000 increased primarily due to: (i) expenses incurred by companies acquired
during fiscal 2000 of $3.4 million, (ii) an increase in salary and office rent
expense of $1.2 million as a result of the expansion of our organization and
(iii) compensation expense of $0.4 million related to the issuance of options
below the market value of our stock.
Depreciation and Amortization. As a result of the reorganization transactions
in September 1999 and October 1999 and the acquisition of iGlobal in March
2000, we recorded approximately $116.0 million in goodwill. Amortization of
goodwill during the three months ended September 30, 2000 totaled $5.2 million.
Depreciation recorded on fixed assets during the current year period totaled
$1.3 million compared to $0.5 million for the prior year period. At September
30, 2000 fixed assets, consisting primarily of network equipment, totaled $36.1
million compared to $7.3 million at September 30, 1999.
Interest (Income) Expense, Net. We recorded interest income, net of expense, of
$0.3 million for the three months ended September 30, 2000 compared to net
interest expense of $0.5 million for the three months ended September 30, 1999.
The interest income, net during the three months ended September 30, 2000
resulted from interest income on greater cash balances maintained from the
proceeds of private placements completed in fiscal 2000 together with lower
interest expense. The reduction in interest expense was due to the elimination
of $8.0 million of e.Volve's debentures as a result of the reorganization
transaction on September 22, 1999.
Equity in Losses of Affiliates. Equity in losses of affiliates resulted from
our minority ownership in certain investments that are accounted for under the
equity method of accounting. Under the equity method, our proportionate share
of each affiliate's operating losses and amortization of our net excess
investment over our equity in each affiliate's net assets is included in equity
in losses of affiliates. Equity in loss of affiliates was $4.1 million during
the three months ended September 30, 2000 and resulted primarily from our 22%
equity interest in PhoneFree. We anticipate that our strategic investments
accounted for under the equity method will continue to invest in the
development of their products and services, and will continue to recognize
operating losses, which will result in future charges to earnings as we record
our proportionate share of such losses.
Write Off Of Unamortized Debt Discount. The $0.9 million write off of
unamortized debt discount in fiscal 2000 resulted from the elimination of
e.Volve's outstanding debentures as a result of the reorganization transaction.
LIQUIDITY AND CAPITAL RESOURCES
Our business plan contemplates expanding our network operations and related
services both domestically and internationally. Our primary expenditures will
be for equipment, network expansion, increased personnel costs and working
capital. This strategy may also include strategic acquisitions and investments.
Sources of funding for our financing requirements may include vendor financing,
bank loans, and public offerings or private placements of equity and/or debt
securities. There can be no assurance that additional financing will be
available or, if available,
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<PAGE> 11
that financing can be obtained on a timely basis and on acceptable terms. The
failure to obtain such financing on acceptable terms could significantly reduce
our ability to fund our expense, development, acquisitions and operations.
Since July 1, 1999, we have funded our operations primarily through cash flow
from operations, private placements of common and preferred stock and borrowings
under loan and capital lease agreements. Our principal uses of cash are to fund
(i) the expansion of our operations; (ii) working capital requirements; (iii)
capital expenditures, primarily for our network; (iv) operating losses; and (v)
acquisitions and strategic investments. As of September 30, 2000, we had current
assets of $47.9 million, including cash and cash equivalents of $35.9 million.
The working capital surplus at September 30, 2000 was $27.3 million. While this
amount is not sufficient to fund our current plans for global network expansion,
the cash and cash equivalents at September 30, 2000 are expected to provide
sufficient liquidity to meet our operating and capital requirements over the
next twelve months.
We estimate that our current network expansion plans will require approximately
$170.0 million over the next 24-months. We expect to fund these capital
requirements through existing cash balances, expansion of our capital lease
facilities and public and private placements of equity and/or debt securities.
If we are not able to raise additional funds within the next six months we may
not be able to complete our global network expansion and increase our revenues
pursuant to our business strategy.
Cash flows from operating activities. Cash used in operating activities for the
three months ended September 30, 2000 totaled $3.7 million compared to net cash
provided for the three months ended September 30, 1999 of $0.9 million. The
increased use of cash in our operating activities is primarily attributable to
increased costs associated with expanding our overall operations which
encompasses (i) networks, (ii) facilities, (iii) employee costs and (iv) costs
incurred by companies acquired during fiscal 2000. During the three months
ended September 30, 2000 cash flow used by operating activities primarily
resulted from operating losses, net of non-cash charges, totaling $4.8 million
and an increase in accounts receivable of $2.2 million, partially offset by a
net increase in accounts payable and accrued liabilities of $3.5 million. At
September 30, 1999, cash flows provided by operating activities resulted from
increases in current liabilities offset partially by operating losses, net of
non-cash charges, totaling $1.6 million.
Cash flows from investing activities. Net cash used in investing activities was
$0.8 million for the three months ended September 30, 2000 compared to $0.4
million for the same period in the prior fiscal year. Investing activities in
the current fiscal year period consisted primarily of purchases of network
equipment. Investing activities for the prior year period consisted principally
of fixed asset purchases of $0.6 million offset partially by cash acquired in
acquisitions of $0.3 million.
Cash flows from financing activities. Cash flows used in financing activities
during the three months ended September 30, 2000 totaled $0.4 million and
consisted principally of capital lease payments of $0.5 million and amounts
advanced to an affiliate company pursuant to a note agreement of $0.3 million,
offset partially by borrowings under a credit agreement for equipment
purchases. Cash flows provided by financing activities for the three months
ended September 30, 1999 totaled $4.9 million and were attributable to the
issuance of $5.9 million of common and preferred stock, partially offset by the
repayment of a bridge loan and capital lease payments.
11
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to the impact of political instability, foreign currency,
interest rate and other risks.
Political Instability Risks. We have relationships with foreign suppliers in
Jamaica, Mexico, India and other countries. We have not experienced any
negative economic consequences as a result of relationships with foreign
suppliers in these countries, but may be negatively affected should political
instability in any of these countries develop.
Foreign Currency Risks. Since the agreements we have entered into with foreign
suppliers in Jamaica, India and other countries are denominated in U.S.
dollars, we are not exposed to risks associated with fluctuations in these
foreign currencies. However, because our agreements with Mexican suppliers are
denominated in Mexican pesos, we may be exposed to fluctuations in the Mexican
peso, as well as to downturns in the Mexican economy, all of which may affect
profitability. During the three months ended September 30, 2000, $5.4 million
of our direct costs were denominated in Mexican pesos.
Interest Rate Risks. We have investments in money market funds of approximately
$34.6 million at September 30, 2000. We also have a variable rate credit
facility to purchase equipment with outstanding borrowings at September 30,
2000 of $4.0 million. Due to the short-term nature of our investments and the
relatively low amount of variable rate debt on our balance sheet, we believe
that the effects of changes in interest rates are limited and would not
materially impact our profitability.
Other Market Risks. We are also exposed to potential risks in dealing with
foreign suppliers in foreign countries associated with potentially weaker
protection of intellectual property rights, unexpected changes in regulations
and tariffs, and varying tax consequences.
12
<PAGE> 13
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in legal proceedings from time to time, none of which
management believes, if decided adversely to us, would have a material adverse
effect on the business, financial condition or results of operations of the
Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Thomas P. McMillin, dated as of September 25,
2000
10.2 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Daniel J. Wilson, dated as of September 25,
2000
10.3 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Olaf Guerrand-Hermes, dated as of September
25, 2000
10.4 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Stuart J. Chasanoff, dated as of September
25, 2000
10.5 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Chad E. Coben, dated as of September 25, 2000
13
<PAGE> 14
10.6 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Susie C. Holliday, dated as of September 25,
2000
10.7 Amendment to Non-Qualified Stock Option Agreement between
eVentures Group, Inc. and Susie C. Holliday, dated October 2,
2000
10.8 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and David N. Link, dated as of September 25, 2000
10.9 Second Amended and Restated Employment Agreement between
eVentures Group, Inc. and Samuel L. Litwin, dated as of
October 2, 2000
10.10 Second Amended and Restated Employment Agreement between
eVentures Group, Inc. and Mitchell C. Arthur, dated as of
October 2, 2000
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a current report on Form 8-K on September 28, 2000,
announcing its financial results for the fiscal year ended June 30, 2000.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
eVENTURES GROUP, INC.
Date: November 13, 2000 By: /s/ Jeffrey A. Marcus
----------------------------------------------
Jeffrey A. Marcus
(Authorized Signatory and
Chief Executive Officer)
Date: November 13, 2000 By: /s/ Daniel J. Wilson
----------------------------------------------
Daniel J. Wilson
(Principal Financial and Accounting Officer)
15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.1 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Thomas P. McMillin, dated as of September 25,
2000
10.2 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Daniel J. Wilson, dated as of September 25,
2000
10.3 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Olaf Guerrand-Hermes, dated as of September
25, 2000
10.4 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Stuart J. Chasanoff, dated as of September
25, 2000
10.5 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Chad E. Coben, dated as of September 25, 2000
10.6 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and Susie C. Holliday, dated as of September 25,
2000
10.7 Amendment to Non-Qualified Stock Option Agreement between eVentures
Group, Inc. and Susie C. Holliday, dated October 2, 2000
10.8 Amendment No. 1 to Employment Agreement between eVentures
Group, Inc. and David N. Link, dated as of September 25, 2000
10.9 Second Amended and Restated Employment Agreement between
eVentures Group, Inc. and Samuel L. Litwin, dated as of
October 2, 2000
10.10 Second Amended and Restated Employment Agreement between
eVentures Group, Inc. and Mitchell C. Arthur, dated as of
October 2, 2000
27.1 Financial Data Schedule
</TABLE>
16
