Envoy Communications Group Inc.
1st Quarter Report 2005
Dear Shareholders,
Envoy’s first quarter results for fiscal 2005 improved significantly, exceeding expectations and budget. Revenues increased to $10.0 million, an increase of 10.5% over the same period a year ago. Envoy earned $0.03 per share fully diluted (after giving effect to the reverse stock split).
Envoy’s North American operations had good results for the quarter, well above budget. The results in the United Kingdom were slightly below expectations. Envoy anticipates the UK operations to pick up significantly for the balance of the year.
Envoy entered into an agreement to acquire a majority stake in Parker Williams, a leading brand development and packaging design company in the United Kingdom. Parker Williams is anticipated to close and begin to positively impact Envoy’s results in the second quarter.
Envoy was awarded $13 million of new business contracts during the first quarter of fiscal 2005. We expect this new business to result in an increase in revenue of an estimated $4.5 million in fiscal 2005, compared to fiscal 2004.
It has been an excellent start to fiscal 2005. Traditionally Envoy’s results are stronger in the later quarters. Envoy’s management is holding the previously announced guidance of $0.20 per share (after giving effect to the reverse stock split) for the year.
Envoy’s priority is to build shareholder value in fiscal 2005 through solid operational results and executing its acquisition and investment plan. Envoy’s management team is excited and confident about the future.
Geoffrey B. Genovese
President, Chairman & CEO
Envoy Communications Group Inc. |
Consolidated Balance Sheets |
Unaudited — Prepared by Management |
(Expressed In Canadian dollars) |
As at: | December 31 | September 30 | ||||||||||
2004 | 2004 | |||||||||||
Assets | ||||||||||||
Current | ||||||||||||
Cash | $ | 4,508,032 | $ | 4,643,263 | ||||||||
Investments | note 2 | 33,324,677 | 36,260,796 | |||||||||
Accounts receivable | 16,181,866 | 15,793,735 | ||||||||||
Future income taxes | 1,266,598 | 1,500,000 | ||||||||||
Prepaid expenses | 934,766 | 1,060,970 | ||||||||||
56,215,939 | 59,258,764 | |||||||||||
Investments | note 2 | 10,656,206 | 10,459,255 | |||||||||
Capital assets | note 5 | 5,567,539 | 5,229,232 | |||||||||
Goodwill | note 5 | 10,337,990 | 10,216,101 | |||||||||
Other assets | 1,000 | 34,377 | ||||||||||
Future income taxes | 3,567,257 | 3,681,798 | ||||||||||
$ | 86,345,931 | $ | 88,879,527 | |||||||||
Liabilities and Shareholders’ Equity | ||||||||||||
Current | ||||||||||||
Accounts payable and accrued liabilities | $ | 8,419,855 | $ | 8,682,417 | ||||||||
Income taxes payable | 268,128 | 485,217 | ||||||||||
Deferred revenue | 1,664,236 | 2,051,197 | ||||||||||
Amounts collected in excess of pass-through costs incurred | 167,988 | 110,673 | ||||||||||
Current portion of long-term debt | note 3 | 179,277 | 297,294 | |||||||||
10,699,484 | 11,626,798 | |||||||||||
Long-term debt | 330,215 | 361,230 | ||||||||||
11,029,699 | 11,988,028 | |||||||||||
Shareholders’ equity | ||||||||||||
Share capital | note 6 | 113,666,220 | 117,447,261 | |||||||||
Contributed surplus | note 7 | 2,129,193 | 726,554 | |||||||||
Warrants | 6,542,456 | 6,542,456 | ||||||||||
Deficit | (47,697,647 | ) | (48,344,277 | ) | ||||||||
Stock based compensation | note 9 | 569,049 | 445,641 | |||||||||
Cumulative translation adjustment | 106,961 | 73,864 | ||||||||||
75,316,232 | 76,891,499 | |||||||||||
$ | 86,345,931 | $ | 88,879,527 | |||||||||
See accompanying notes to consolidated financial statements.
Envoy Communications Group Inc. |
Consolidated Statements of Operations |
Unaudited — Prepared by Management |
(Expressed In Canadian dollars) |
For the three months ended: | December 31 | December 31 | ||||||||||
2004 | 2003 | |||||||||||
Net revenue | note 5 | $ | 9,988,634 | $ | 9,041,704 | |||||||
Operating expenses: | ||||||||||||
Salaries and benefits | note 9 | 6,771,400 | 5,819,756 | |||||||||
General and administrative | 1,819,916 | 1,807,164 | ||||||||||
Occupancy costs | 941,267 | 692,471 | ||||||||||
9,532,583 | 8,319,391 | |||||||||||
Depreciation | 583,437 | 577,202 | ||||||||||
Investment earnings | note 2 | (1,015,517 | ) | — | ||||||||
Accreted interest imputed on warrants and debentures | note 4 | — | 250,881 | |||||||||
Interest expense and financing costs | note 4 | 8,099 | 387,128 | |||||||||
9,108,602 | 9,534,602 | |||||||||||
Income (loss) before income taxes and discontinued operations | 880,032 | (492,898 | ) | |||||||||
Income tax expense | 233,402 | — | ||||||||||
Income (loss) from continuing operations | 646,630 | (492,898 | ) | |||||||||
Income from discontinued operations, net of income taxes | note 8 | — | 434 | |||||||||
Net earnings (loss) | 646,630 | (492,464 | ) | |||||||||
Earnings (loss) per share (after giving effect to the reverse stock split) | ||||||||||||
Basic | $ | 0.03 | $ | (0.06 | ) | |||||||
Diluted | $ | 0.03 | $ | (0.06 | ) | |||||||
Weighted average number of common shares outstanding | ||||||||||||
Before giving effect to the reverse stock split | 115,363,377 | 40,242,880 | ||||||||||
After giving effect to the reverse stock split | note 10 | 23,072,675 | 8,048,576 |
Envoy Communications Group Inc. |
Consolidated Statements of Deficit |
Unaudited — Prepared by Management |
(Expressed In Canadian dollars) |
For the three months ended: | December 31 | December 31 | ||||||
2004 | 2003 | |||||||
Deficit, beginning of period | (48,344,277 | ) | (45,237,473 | ) | ||||
Net earnings (loss) | 646,630 | (492,464 | ) | |||||
Deficit, end of period | $ | (47,697,647 | ) | $ | (45,729,937 | ) | ||
See accompanying notes to consolidated financial statements.
Envoy Communications Group Inc. |
Consolidated Statements of Cash Flows |
(Unaudited — Prepared by Management) |
(Expressed In Canadian dollars) |
For the three months ended: | December 31 | December 31 | ||||||
2004 | 2003 | |||||||
Cash flows from operating activities: | ||||||||
Income (loss) from continuing operations | $ | 646,630 | $ | (492,898 | ) | |||
Items not involving cash: | ||||||||
Future income taxes | 347,943 | 9,676 | ||||||
Depreciation | 583,437 | 577,202 | ||||||
Amortization of deferred financing charges | — | 21,110 | ||||||
Convertible debentures accretion | — | 126,273 | ||||||
Stock based compensation | 123,408 | 124,608 | ||||||
Net change in non-cash working capital balances: | ||||||||
Accounts receivable | (388,131 | ) | 755,589 | |||||
Investments | (813,881 | ) | — | |||||
Prepaid expenses | 126,204 | 138,959 | ||||||
Accounts payable and accrued liabilities | (262,562 | ) | (331,220 | ) | ||||
Income taxes payable/recoverable | (217,089 | ) | (174,586 | ) | ||||
Deferred revenue | (386,961 | ) | 860,792 | |||||
Amounts collected in excess of pass-through costs incurred | 57,315 | 177,769 | ||||||
Other | 33,378 | 381,316 | ||||||
Net cash (used in) provided by operating activities | (150,309 | ) | 2,174,590 | |||||
Cash flows from financing activities: | ||||||||
Long-term debt borrowings | — | 4,405,767 | ||||||
Long-term debt repayments | (149,032 | ) | (287,460 | ) | ||||
Short term bank facility repayment | — | (5,815,746 | ) | |||||
Redemption of common shares | (2,378,402 | ) | — | |||||
Issuance of convertible debentures | — | 80,834 | ||||||
Issuance of common shares, net of share issue costs | — | (142,932 | ) | |||||
Net cash used in financing activities | (2,527,434 | ) | (1,759,538 | ) | ||||
Cash flows from investing activities: | ||||||||
Investments | 3,750,000 | — | ||||||
Purchase of capital assets | (1,033,801 | ) | (249,292 | ) | ||||
Net cash provided by (used in) investing activities | 2,716,199 | (249,292 | ) | |||||
Change in cash balance due to foreign exchange | (173,687 | ) | (291,953 | ) | ||||
Cash flows from continuing operations | (135,231 | ) | (126,192 | ) | ||||
Cash flows from discontinued operations | — | (337,374 | ) | |||||
Net change in cash | (135,231 | ) | (463,566 | ) | ||||
Cash,beginning of period | 4,643,263 | 2,010,737 | ||||||
Cash,end of period | $ | 4,508,032 | 1,547,171 | |||||
Supplemental cash flow information: | ||||||||
Interest paid | $ | 8,099 | 577,654 | |||||
Income taxes paid | 174,090 | $ | 433,350 |
1. | Basis of Presentation |
(a) | These interim consolidated financial statements have not been audited or reviewed by our external auditors. They have been prepared by management in accordance with generally accepted accounting principles in Canada for interim financial statements. These interim financial statements do not include all the note disclosure required for annual financial statements and therefore should be read in conjunction with Envoy’s annual consolidated financial statements for the year ended September 30, 2004. The significant accounting policies follow that of the most recently reported annual financial statements. | |||
(b) | Certain comparative figures have been reclassified to conform to the financial statement presentation adopted for 2005. |
2. | Investments |
December 31 | September 30 | |||||||
2004 | 2004 | |||||||
Short term | ||||||||
Cost | $ | 33,171,803 | $ | 36,144,879 | ||||
Accrued interest and amortized discount | 152,874 | 115,917 | ||||||
33,324,677 | 36,260,796 | |||||||
Long term | ||||||||
Cost | 10,555,466 | 10,285,563 | ||||||
Accrued interest | 100,740 | 173,692 | ||||||
10,656,206 | 10,459,255 | |||||||
$ | 43,980,883 | $ | 46,720,051 | |||||
The net proceeds from the public offering in fiscal 2004 have been placed in a portfolio managed by an external adviser, and will be drawn to fund acquisitions and business operations as required. The portfolio is invested in marketable securities, including discount notes, fixed income securities and common shares. All financial instruments held in the portfolio are traded in active and liquid markets, and the fair market value of the portfolio was determined by using the closing market prices at December 31, 2004 of the individual financial instruments. | ||||
The fair value of the short term and long term investments at December 31, 2004 was $33,498,687 and $10,584,420, (at September 30, 2004, $36,183,729 and $10,421,139), respectively. The investment portfolio earned $1,015,517 in the first quarter of fiscal 2005, (first quarter of fiscal 2004 — $nil), after deducting portfolio management and custody fees. |
3. | Long term debt |
December 31 | September 30 | |||||||
2004 | 2004 | |||||||
Loan payable to landlord, 3.5% per annum, due July 1, 2009, repayable in monthly instalments of $7,665 principal and interest | $ | 380,681 | $ | 403,676 | ||||
Loan payable to landlord, 10.0% per annum, due April 1, 2005, repayable in monthly instalments of $742 principal and interest. The loan was repaid early | — | 25,389 | ||||||
Capital lease, 12.3% over the lease period, repayable in quarterly instalments of £7,919 principal and interest, due November 2004 | — | 18,101 | ||||||
Capital leases, 8.6% to 14% over the lease period, repayable in monthly instalments of $36,273 principal and interest, due between January 2005 and January 2006 | 128,811 | 211,358 | ||||||
509,492 | 658,524 | |||||||
Less current portion | 179,277 | 297,294 | ||||||
$ | 330,215 | $ | 361,230 | |||||
4. | Interest and financing costs | |||
Interest and financing costs for the three months ending December 31, comprised the following: |
December 31 | December 31 | |||||||
For the three months ended: | 2004 | 2003 | ||||||
Cash interest paid on credit facility, landlord loans and capital leases | $ | 8,099 | $ | 210,907 | ||||
Financing fees on credit facility | — | 79,152 | ||||||
Cash interest paid on convertible debentures and amortization of debenture issue costs | — | 97,069 | ||||||
8,099 | 387,128 | |||||||
Accreted interest imputed on warrants and debentures | — | 250,881 | ||||||
$ | 8,099 | $ | 638,009 | |||||
5. | Segmented information | |||
The Company provides integrated marketing communication services to its clients. While the Company has subsidiaries in Canada, the United States, the United Kingdom and Continental Europe, it operates as an international business and has no distinct reportable business segments. | ||||
The tables below set out the following information: | ||||
(a) The Company’s external net revenue |
Net revenue by region in which the customer is located
December 31 | December 31 | |||||||
For the three months ended: | 2004 | 2003 | ||||||
Canada | $ | 2,408,871 | $ | 1,053,180 | ||||
United States | 2,445,274 | 3,442,766 | ||||||
United Kingdom and Continental Europe | 5,134,489 | 4,545,758 | ||||||
$ | 9,988,634 | $ | 9,041,704 | |||||
Net revenue by type of service
December 31 | December 31 | |||||||
For the three months ended: | 2004 | 2003 | ||||||
Marketing | $ | 886,741 | $ | 791,211 | ||||
Consumer and retail branding | 9,101,893 | 8,250,493 | ||||||
$ | 9,988,634 | $ | 9,041,704 | |||||
(b) The Company’s identifiable assets for each geographic area in which it has operations: |
Capital Assets
December 31 | September 30 | |||||||
As at: | 2004 | 2004 | ||||||
Canada | $ | 3,266,324 | $ | 3,061,671 | ||||
United Kingdom and Continental Europe | 2,301,215 | 2,167,561 | ||||||
$ | 5,567,539 | $ | 5,229,232 | |||||
Goodwill
December 31 | September 30 | |||||||
As at: | 2004 | 2004 | ||||||
Canada | $ | 2,725,296 | $ | 2,725,296 | ||||
United Kingdom and Continental Europe | 7,612,694 | 7,490,805 | ||||||
$ | 10,337,990 | $ | 10,216,101 | |||||
6. | Share capital |
Authorized (after giving effect to the reverse stock split) |
40,000,000 common shares without par value |
Issued:
December 31, 2004 | September 30, 2004 | |||||||||||||||
Number | Number | |||||||||||||||
of shares | Amount | of shares | Amount | |||||||||||||
Balance, beginning of period before reverse stock split | 117,083,000 | $ | 117,447,261 | 31,047,027 | $ | 55,988,817 | ||||||||||
Common shares issued pursuant to: | ||||||||||||||||
Conversion of convertible Debentures | — | — | 29,266,666 | 4,841,439 | ||||||||||||
Stock options exercised | — | — | 578,337 | 224,852 | ||||||||||||
Warrants on new debentures | — | — | 2,300,000 | 2,771,719 | ||||||||||||
Public Offering | — | — | 55,263,170 | 55,016,831 | ||||||||||||
Repurchase of shares pursuant to share issuer bid | (3,768,682 | ) | (3,781,041 | ) | (1,372,200 | ) | (1,396,397 | ) | ||||||||
Balance, before reverse split | 113,314,318 | $ | 113,666,220 | 117,083,000 | $ | 117,447,261 | ||||||||||
Reverse stock split | (90,651,454 | ) | — | (93,666,400 | ) | — | ||||||||||
Balance, end of period | 22,662,864 | $ | 113,666,220 | 23,416,600 | $ | 117,447,261 | ||||||||||
As described in Note 10(b), the Company is undertaking a 5 for 1 reverse stock split. As a result, the 113,314,318 common shares that were outstanding at December 31, 2004, are being consolidated into 22,662,864 common shares of the Company. | ||||
During the first quarter of fiscal 2005, pursuant to a normal course issuer bid, the Company repurchased and cancelled 3,768,682 common shares. Under the terms of the normal course issuer bid, the Company may repurchase and cancel up to 10% of the public float of the shares over the 12 month period commencing August 26, 2004. | ||||
7. | Contributed Surplus | |||
During the first quarter of fiscal 2005, pursuant to the normal course issuer bid described in Note 6, the Company repurchased and cancelled 3,768,682 common shares at an average price of $0.63 per common share for total cash consideration of $2,378,402. As the average price paid was less than the average per share value of the outstanding common shares, $1,402,639 was recorded in contributed surplus as a gain on redemption of shares. |
8. | Discontinued operations | |||
Effective January 1, 2004, Envoy decided to sell all the shares of its corporate event and corporate travel business, Communique Incentives Inc. (“Communique”), after conducting a review of its ongoing viability, future prospects and cash requirements. This business was sold for a nominal consideration. Prior to its sale, Communique was reported as part of Canadian net revenue in the marketing segment. |
Income Statement | December 31 | December 31 | ||||||
For the three months ended: | 2004 | 2003 | ||||||
Net revenue | $ | — | $ | 398,114 | ||||
Operating expenses | — | 389,394 | ||||||
Depreciation | — | 2,237 | ||||||
Amortization of intangible asset | — | 6,049 | ||||||
Income tax expense | — | — | ||||||
Earnings from discontinued operations | $ | — | $ | 434 | ||||
9. | Stock based compensation | |||
On May 25th, 2004, the company granted 1,875,000 options to senior employees and directors. The options vest over a periods varying from one year to three years, have an expiry date of May 24th, 2009 and an exercise price of $0.80 per share. The value of the options granted has been calculated using the Black-Scholes Option pricing model and the option value will be expensed over the vesting period of the options. In the quarter ended December 31, 2004, an expense of $123,408 reflecting the option amortization for the period has been included in salaries and benefits expense. | ||||
10. | Subsequent events |
(a) | On November 10, 2004, the Company, through its subsidiary ECG Holdings UK Limited (ECGH), agreed to acquire 65% of the outstanding shares of Parker Williams Design Limited (PW), a London, UK based packaging design and brand specialist company. The purchase price of £1,818,000 is payable in cash on completion. The remaining 35% of the PW shares (Management Shares) will continue to be held by senior management of PW (Management Shareholders), subject to certain options described below. | |||
ECGH will have the option to acquire from the Management Shareholders and the Management Shareholders will have the option to require ECGH to purchase from them, at various stages over a period of 4 years following completion, the Management Shares for a purchase price based on the profitability of PW for certain defined periods following completion. | ||||
The transaction is expected to be completed by February 21, 2005. The acquisition will be accounted for using the purchase method of accounting. |
10. | Subsequent events – Continued |
(b) | At a meeting held on August 14, 2003, the Company’s shareholders approved the consolidation of the Company’s common shares on the basis to be determined by its board of directors (not to exceed a ratio of 1 for 10). On January 15, 2005, the Company’s board of directors approved the consolidation of the common shares on the basis of 1 for 5. On January 21, 2005 the Company filed Articles of Amendment consolidating its common shares on the basis of 1 new common share for every 5 common shares currently outstanding. The effective date for post consolidation trading of its shares is Thursday February 10, 2005. Updated for repurchases and cancellations in January the number of Envoy common shares outstanding prior to consolidation is 112,539,318 and post consolidation is expected to be approximately 22,507,864. The earnings per share figures presented are after giving effect to the reverse stock split. |
Envoy Communications Group Inc.
Management Discussion and Analysis
First quarter of fiscal 2005
The following section of our interim report sets forth Management’s Discussion and Analysis of the financial performance of Envoy Communications Group Inc. (Envoy) for the three months ended December 31, 2004 compared to the three months ended December 31, 2003. The analysis is based on our unaudited consolidated financial statements (the “Financial Statements”), including the accompanying notes, which are presented elsewhere in this report.
OVERVIEW
During fiscal 2004 through two public offerings, Envoy raised gross proceeds of $66.5 million and net proceeds of $60.1 million. During fiscal 2004, Envoy successfully negotiated with its lenders and retired substantially all outstanding loan indebtedness. The balance of the funds will be used for general corporate purposes and potential acquisition and investment opportunities that Envoy determines have potential to create value for its shareholders and that either complements, or provides an opportunity to diversify its current business.
During fiscal 2004 and the first quarter of fiscal 2005, pursuant to a normal course issuer bid, Envoy repurchased and cancelled 5,140,882 common shares for cash consideration of $3,181,328. Under the terms of the normal course issuer bid, Envoy may repurchase and cancel up to 10% of the public float of the common shares over the 12 month period commencing August 26, 2004. Subsequent to the quarter, Envoy has purchased for cancellation an additional 775,000 of its common shares, which is equivalent to 155,000 common shares after giving effect to the share consolidation (reverse stock split) described below.
At a meeting held on August 14, 2003, Envoy’s shareholders approved the consolidation of the common shares on the basis to be determined by Envoy’s board of directors (not to exceed a ratio of 1 for 10). On January 15, 2005, Envoy’s board of directors approved the consolidation of the common shares on the basis of 1 for 5. On January 21, 2005 Envoy filed Articles of Amendment consolidating its common shares on the basis of 1 new common share for every 5 common shares currently outstanding. The number of common shares outstanding prior to consolidation was 112,539,318 and post-consolidation was approximately 22,507,864. Outstanding common shares and earnings per share figures for all periods presented have been adjusted to give effect to the share consolidation. The effective date for the post-consolidation trading of the common shares on the Toronto Stock Exchange and the NASDAQ Stock Market was February 10, 2005.
On November 10, 2004, Envoy, through its subsidiary ECG Holdings (UK) Limited (ECGH), agreed to acquire 65% of the outstanding shares of Parker Williams Design Limited (PW), a London, UK based packaging design and brand specialist company. The purchase price of £1,818,000 is payable in cash on closing. The remaining 35% of the PW shares (Management Shares) will continue to be held by senior management of PW (Management Shareholders), subject to certain options described below. ECGH will have the option to acquire from the Management Shareholders and the Management Shareholders will have the option to require ECGH to purchase from them, at various stages over a period of 4 years following completion, the Management Shares for a purchase price based on the profitability of PW for certain defined periods following closing. The transaction is expected to be completed by February 21, 2005. The acquisition will be accounted for using the purchase method of accounting. PW, whose clients include Sainsbury’s Supermarkets and Coop Norden, is a specialist in the retail area. PW was formed in 1990 by designers Tamara Williams and Tony Parker. With over 25 years design experience in Europe, America and the Far East, PW has revenues of approximately $5.0 million annually. Both companies believe the combined expertise and focus within the retail arena will provide new opportunities across both Europe and North America.
In fiscal 2003, Envoy divested its technology services to remain focused on the expansion and prosperity of its core business of consumer and retail branding. The Watt group of companies (“Watt”), Envoy’s branding business, has proven successful at creating and executing private label programs and landmark store design, making Envoy a world authority in brand strategy and design for the retail sector. Watt’s lengthy history of success and innovation in the retail industry presents it with a spectrum of opportunities – from overall brand strategy to store design to private label program development – with key customers like grocers, mass merchants, pharmacies and home improvement companies. In the three months ending December 31, 2004, Watt represented 91% of Envoy’s business.
Retail is the second largest industry in the U.S. and one of the largest industries worldwide. Unlike other, more volatile sectors, the retail industry continues to grow at a steady rate, particularly as developing countries achieve greater economic stability.
In December 2004, Envoy announced that it has been selected by Carulla Vivero S.A. to re-define its private label program. Carulla Vivero is the second largest retailer in Colombia, operating a chain of 154 supermarkets, hypermarkets and discount stores throughout the country.The two companies partnered in 2003 to re-position and design Vivero, the retailer’s hypermarket banner, and Watt continues to help roll out the new concept in various locations. In August 2004, Watt and Carulla Vivero broadened their relationship re-designing the latter’s supermarket chain, Carulla. This latest initiative will ensure continuity of the Carulla Vivero brand across all banners: Carulla, Vivero, Frescampo, Surtimax and Merquefacil.
Envoy will continue to focus on its core strength, consumer and retail branding and has made a series of announcements in fiscal 2005 that highlight the significant opportunities Envoy is pursuing.
Net revenue for the three months ended December 31, 2004 was $10.0 million, compared to $9.0 million for the three months ended December 31, 2003, an increase of $1.0 million. Envoy expects net revenue to improve 16% in fiscal 2005 over 2004.
Salaries expense for the three months ended December 31, 2004, was $6.8 million, compared to $5.8 million in the three months ended December 31, 2003, an increase of $1.0 million. Labour to net revenue ratio for the three months ended December 31, 2004 was 68%, compared to 64% in the three months ended December 31, 2003. Envoy expects its labour to net revenue ratio for the full fiscal 2005 to be approximately 70%.
Occupancy costs increased to $0.9 million for the three months ended December 31, 2004, from $0.7 million for the three months ended December 31, 2003, an increase of $0.2 million. Occupancy cost to net revenue ratio was 9.0% for the three months ended December 31, 2004, compared to 7.8% for the three months ended December 31, 2003. Envoy expects its occupancy to net revenue ratio for the full fiscal 2005 to be approximately 8.0%.
As a result of the early repayment in fiscal 2004 of the outstanding debentures and the conversion of the remaining convertible debentures, Envoy was required to expense the unamortized value of the warrants and the conversion value of the convertible debentures. Envoy has no expected future requirement for debt financing and, therefore, there is no expected accreted interest in fiscal 2005.
As a result of the operational changes and financial changes discussed above, Envoy believes the business will continue to show improved earnings and a strengthened balance sheet.
RESULTS OF OPERATIONS
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED
DECEMBER 31, 2004 WITH THE THREE MONTHS ENDED DECEMBER 31, 2003
Net revenueOur net revenue represents our compensation for services. A portion of our compensation from agency or advertising and marketing services is generated from non-refundable monthly agency fees and the balance is from commissions. Our compensation from non-agency or “project related” services is primarily generated from project fees and hourly charges. Net revenue is net of any pass-through costs such as media and production costs incurred on behalf of clients in acting as agent for them.
Net revenue for the three months ended December 31, 2004 was $10.0 million, compared to $9.0 million for the three months ended December 31, 2003, an increase of $1.0 million, or 10.5%.
Net revenue by type of service and by customer location:
Net Revenue for the three months ended December 31 | ||||||||||||||||
(in millions) | ||||||||||||||||
By type of service | 2004 | % of total | 2003 | % of total | ||||||||||||
Consumer and retail branding | $ | 9.1 | 91 | % | $ | 8.2 | 91 | % | ||||||||
Marketing | 0.9 | 9 | % | 0.8 | 9 | % | ||||||||||
$ | 10.0 | 100 | % | $ | 9.0 | 100 | % | |||||||||
By customer location | 2004 | % of total | 2003 | % of total | ||||||||||||
Canada | $ | 2.4 | 24 | % | $ | 1.1 | 12 | % | ||||||||
United States | 2.4 | 24 | % | 3.4 | 38 | % | ||||||||||
Europe * | 5.2 | 52 | % | 4.5 | 50 | % | ||||||||||
$ | 10.0 | 100 | % | $ | 9.0 | 100 | % | |||||||||
* Europe includes the United Kingdom and Continental Europe |
Net revenue by type of service:
Net revenue from consumer and retail branding services increased $0.9 million in the three months ended December 31, 2004 compared to the three months ended December 31, 2003 an increase of 10.3%. We expect that net revenue will continue to improve in the second quarter of fiscal 2005.
Net revenue from marketing has increased by $0.1 million for the three months ended December 31, 2004, compared to the three months ended December 31, 2003 an increase of 12.1%.
Net revenue by customer location:
Net revenue from Canada increased $1.3 million, for the three months ended December 31, 2004 compared to the three months ended December 31, 2003, an increase of 128.7%.
Net revenue from the U.S. has decreased ($1.0) million for the three months ended December 31, 2004 compared to the three months ended December 31, 2003, a decrease of 29.0%.
Net revenue from Europe in our consumer retail branding increased $0.7 million for the three months ended December 31, 2004, compared to the three months ended December 31, 2003, an increase of 13.0%. We expect continued growth and improvement from Europe in the second quarter of fiscal 2005.
Operating ExpensesSalaries and benefits, general and administrative expenses and occupancy costs represent our operating expenses. Salaries and benefits expenses include salaries, employee benefits, incentive compensation, contract labour and other payroll related costs, which are expensed as incurred. General and administrative costs include business development, office costs, technology, professional services and foreign exchange. Occupancy costs represent the costs of leasing and maintaining company premises.
Operating expenses increased by 14.9% to $9.5 million for the three months ended December 31, 2004 from $8.3 million for the three months ended December 31, 2003. Changes in operating expenses are as follow:
Salaries and benefits expenses for the three months ended December 31, 2004 were $6.8 million, compared to $5.8 million for the three months ended December 31, 2003, an increase of $1.0 million or 16.4%. Salaries and benefits continue to be closely monitored to match expected revenues with labour costs. Included in salaries and benefits is stock based compensation for the three months ended December 31, 2004 of $0.1 million, compared to $nil in the three months ending December 31, 2003.
General and administrative expenses for the three months ended December 31, 2004 and the three months ended December 31, 2004 were $1.8 million.
Occupancy costs for the three months ended December 31, 2004 were $0.9 million, compared to $0.7 million for the three months ended December 31, 2003, an increase of 36.0%.
Depreciation expenseDepreciation expense for the three months ending December 31, 2004 was $0.6 million, compared to $0.6 million for the three months ended December 31, 2003.
Interest expense and financing costsInterest expense and financing costs for the three months ended December 31, 2004 was $nil, compared to $0.6 million for the three months ended December 31, 2003. During fiscal 2004, all of the outstanding bank indebtedness was repaid from the proceeds of the public offering. Therefore, in fiscal 2005 there will not be any interest expense or finance costs relating to bank indebtedness. In addition, in fiscal 2004 all of the debentures were repaid and, therefore, there will not be any interest relating to debentures in fiscal 2005.
Investment earningsInvestment earnings for the three months ended December 31, 2004 was $1.0 million, compared to $nil for the three months ended December 31, 2003. Investment earnings represent the income earned on the cash and marketable securities held in the investment portfolio.
Net earnings (loss)We had net earnings of $0.6 million for the three months ended December 31, 2004, compared to a loss of ($0.5) million for the three months ended December 31, 2003, an increase of $1.1 million.
SUMMARY OF QUARTERLY RESULTS
Q1 2005 | Q4 2004 | Q3 2004 | Q2 2004 | |||||||||||||
Net revenue | $ | 10.0 | million | $ | 10.1 | million | $ | 11.1 | million | $ | 10.6 | million | ||||
Net earnings (loss): | ||||||||||||||||
From continuing operations | $ | 0.6 | million | ($ | 0.2 | ) million | $ | 1.2 | million | ($ | 3.1 | ) million | ||||
Including discontinued operations | $ | 0.6 | million | ($ | 0.2 | ) million | $ | 1.2 | million | ($ | 3.6 | ) million | ||||
Net earnings (loss) per share | ||||||||||||||||
From continuing operations | ||||||||||||||||
Basic | $ | 0.03 | ($ | 0.01 | ) | $ | 0.06 | ($ | 0.26 | ) | ||||||
Diluted | $ | 0.03 | ($ | 0.01 | ) | $ | 0.06 | ($ | 0.26 | ) | ||||||
Including discontinued operations | ||||||||||||||||
Basic | $ | 0.03 | ($ | 0.01 | ) | $ | 0.06 | ($ | 0.30 | ) | ||||||
Diluted | $ | 0.03 | ($ | 0.01 | ) | $ | 0.06 | ($ | 0.30 | ) |
Q1 2004 | Q4 2003 | Q3 2003 | Q2 2003 | |||||||||||||
Net revenue | $ | 9.0 | million | $ | 10.3 | million | $ | 10.4 | million | $ | 8.7 | million | ||||
Net earnings (loss): | ||||||||||||||||
From continuing operations | ($ | 0.5 | ) million | $ | 0.8 | million | $ | 1.0 | million | $ | 1.3 | million | ||||
Including discontinued operations | ($ | 0.5 | ) million | $ | 0.8 | million | $ | 1.0 | million | $ | 1.4 | million | ||||
Net earnings (loss) per share | ||||||||||||||||
From continuing operations | ||||||||||||||||
Basic | ($ | 0.06 | ) | $ | 0.17 | $ | 0.23 | $ | 0.30 | |||||||
Diluted | ($ | 0.06 | ) | $ | 0.09 | $ | 0.16 | $ | 0.29 | |||||||
Including discontinued operations | ||||||||||||||||
Basic | ($ | 0.06 | ) | $ | 0.15 | $ | 0.25 | $ | 0.35 | |||||||
Diluted | ($ | 0.06 | ) | $ | 0.10 | $ | 0.15 | $ | 0.30 |
LIQUIDITY AND CAPITAL RESOURCES
Through public offerings in the second and third quarters of fiscal 2004, Envoy raised gross proceeds of $66.5 million, which gave net proceeds of $60.7 million after deducting issue expenses. Part of the net proceeds was used to reduce the outstanding debt, when this could be negotiated on reasonable terms. The balance of the funds is being used for general corporate purposes and to fund future acquisitions and investments as they are identified.
As at December 31, 2004, Envoy had working capital of $45.5 million and a cash balance of $4.5 million, compared to September 30, 2004, when it had a working capital of $47.6 million and a cash balance of $4.6 million. Included in working capital is an investment portfolio of $33.3 at December 31, 2004, $36.3 million at September 30, 2004 invested in marketable securities. The decrease in working capital relates primarily to the repurchase of 3,768,682 shares for cash consideration of $2.4 million pursuant to the normal course issuer bid.
Net cash used in operating activities was ($0.2) million for the three months ended December 31, 2004, compared to $2.2 million provided by operating activities for the three months ended December 31, 2003.
Net cash used in financing activities was ($2.5) million for the three months ended December 31, 2004, compared to ($1.8) million used in financing activities for the three months ended December 31, 2003.
Net cash provided by investing activities was $2.7 million for the three months ended December 31, 2004, compared to net cash used in investing activities of ($0.2) million for the three months ended December 31, 2003.
TRANSACTIONS WITH RELATED PARTIES
There were no material related party transactions during the first quarter of fiscal 2005.
COMMITMENTS AND CONTRACTUAL OBLIGATIONS
Set out below is a summary of the amounts due and committed under contractual cash obligations at December 31, 2004:
Due in 1 | Due between | Due between | Due after | |||||||||||||||||
Total | year or less | years 2 and 3 | years 4 and 5 | 5 years | ||||||||||||||||
Operating leases and other debt | $ | 3,017,980 | $ | 973,263 | $ | 1,216,158 | $ | 737,057 | $ | 91,502 | ||||||||||
Total contractual cash obligations | $ | 3,017,980 | $ | 973,263 | $ | 1,216,158 | $ | 737,057 | $ | 91,502 | ||||||||||
CRITICAL ACCOUNTING ESTIMATES
The significant accounting policies used by Envoy in preparing its consolidated financial statements are described in Note 2 to the September 30, 2004 year end Financial Statements and they should be read to ensure a proper understanding and evaluation of the estimates and judgements made by management in preparing these Financial Statements. Envoy’s Financial Statements are prepared in accordance with Canadian generally accepted accounting principles. Envoy also prepares reconciliation to United States generally accepted accounting principles, which is included in Note 24 to the September 30, 2004 year end Financial Statements.
Inherent in the application of some of those policies is the judgement by management as to which of the various methods allowed under generally accepted accounting principles is the most appropriate to apply in the case of Envoy. As well, management must make appropriate estimates at the time the financial statements are prepared. These estimates are described in the September 30, 2004 year end Financial Statements.
Although all of the policies identified in Note 2 to the September 30, 2004 year end Financial Statements are important in understanding the Financial Statements, the policies discussed in the September 30, 2004 year end Management Discussion and Analysis are considered by management to be central to understanding the Financial Statements, because of the higher level of measurement uncertainties involved in their application.
IMPACT OF RECENTLY ISSUED CANADIAN ACCOUNTING STANDARDS
The recently issued Canadian Accounting Standards has had no impact on the first quarter of fiscal 2005. The impact of the Canadian Accounting Standards was described in Envoy’s September 30, 2004 year end Financial Statements and Management Discussion and Analysis.
RISKS AND UNCERTAINTIES
Envoy management monitors, understands and manages the risks associated with its business transactions and the general economic environment in which it operates. Risks reflect uncertainty regarding potential outcomes from changes in political, economic and capital market conditions. The risks and uncertainties that impact Envoy were described in its September 30, 2004 year end Management Discussion and Analysis. There have been no changes to the types of risks and uncertainties in the first quarter of fiscal 2005.
OTHER INFORMATION
On January 21, 2005 Envoy announced that its board of directors had approved the filing of Articles of Amendment to consolidate its common shares on the basis of one new common share for every five common shares currently outstanding. At a meeting held on August 14, 2003, Envoy shareholders approved the consolidation (reverse stock split) of Envoy’s common shares on the basis to be determined by its board of directors (not to exceed a ratio of one for ten).
The share consolidation (reverse stock split) affected all common shares, warrants and stock options of Envoy that were currently outstanding. Any fractional shares resulting from this consolidation (reverse stock split) will be adjusted to the nearest full common share. The effective date for the post-consolidation trading of its common shares was Thursday February 10, 2005. Updated for repurchases and cancellations in January, the number of Envoy common shares outstanding prior to consolidation was 112,539,318 and post-consolidation is expected to be approximately 22,507,864. The earnings per share figures presented are after giving effect to the share consolidation (reverse stock split).
Envoy has until March 28, 2005 to regain compliance with the minimum US$1.00 per share requirement for continued listing under NASDAQ Marketplace Rule 4310(c)(4). Therefore, Envoy’s board of directors made the decision to effect the share consolidation (reverse stock split) immediately in order to allow Envoy sufficient time to comply with Marketplace Rule 4310(c)(4).
At December 31, 2004, there were 113,314,318 common shares of Envoy issued, compared to 117,083,200 issued at September 30, 2004. Giving effect to the share consolidation (reverse stock split) detailed above, the common shares issued at December 31, 2004 and at September 30, 2004 would be approximately 22,662,864 and 23,416,600 respectively.
Additional information relating to Envoy, including our Annual Information Form is available on SEDAR atwww.sedar.com.
Forward Looking Statements
All statements in this MD&A that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of that term in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These statements represent Envoy’s intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are beyond the control of Envoy. These factors could cause actual results to differ materially from such forward-looking statements. These factors include but are not restricted to the timing and size of contracts, acquisitions and other corporate developments; the ability to attract and retain qualified employees; market competition in our industry; general economic and business conditions, foreign exchange and other risks identified in the MD&A, in Envoy’s Annual Report or Form 20-F filed with the U.S. Securities and Exchange Commission, or Envoy’s Annual Information Form filed with the Canadian securities authorities. The words “believe”, “estimate”, “expect”, “intend”, “anticipate”, “foresee”, “plan”, and similar expressions identify certain of such forward looking statements, which are valid only as of the date on which they are made. In particular, statements relating to future growth are forward looking statements. Envoy disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Shareholder Information
HEAD OFFICE | OFFICERS | AUDITORS | ||
172 John Street | Geoffrey B. Genovese | BDO Dunwoody LLP | ||
Toronto, Canada M5T 1X5 | President, Chairman and Chief Executive Officer | 60 Columbia Way, Suite 400 Markham, Canada L3R 0C9 | ||
Telephone: (416) 593-1212 | ||||
Facsimile: (416) 593-4434 | Linda Gilbert | |||
Chief Financial Officer | ||||
BANKERS | ||||
DIRECTORS | John H. Bailey | HSBC Bank Canada | ||
John H. Bailey | Executive Vice President | 70 York Street | ||
B.Comm, J.D., LL.M Barrister & Solicitor | and Corporate Secretary | Toronto, Canada M5J 1S9 | ||
David Parkes | AUDIT COMMITTEE | LEGAL COUNSEL | ||
President and CEO, | David Parkes (Chair) | Blake, Cassels & Graydon LLP | ||
Freefone Inc. | Hugh Aird | Box 25, Commerce Court West | ||
David I. Hull | Toronto, Canada M5L 1A9 | |||
Geoffrey B. Genovese | ||||
President, Chairman and | COMPENSATION COMMITTEE | INVESTOR RELATIONS | ||
Chief Executive Officer | David I. Hull (Chair) | E-mail: info@envoy.to | ||
Envoy Communications Group Inc. | Hugh Aird | |||
David Parkes | Additional information is | |||
David I. Hull | available on our | |||
President | Web site at www.envoy.to | |||
Hull Life Insurance Agencies Inc. | ||||
NOMINATING AND CORPORATE | STOCK TRADING INFORMATION | |||
GOVERNANCE COMMITTEE | ||||
Hugh Aird (Lead Director) | David I. Hull (Chair) | Toronto Stock Exchange: ECG | ||
Director of Business Development | Hugh Aird | NASDAQ Exchange: ECGI | ||
First Associates Inc. | David Parkes | |||
TRANSFER AGENT | ||||
Computershare Trust | ||||
Company of Canada | ||||
100 University Avenue, 9th Floor | ||||
Toronto, Canada M5J 2Y1 |