Final Results
Close Brothers Group PLC
29 September 2003
Embargoed for release 7.00 am on Monday 29th September, 2003
CLOSE BROTHERS GROUP plc
The specialist merchant banking group
announces
results for the year to 31st July, 2003
HIGHLIGHTS
2003 2002
* Profit before taxation and goodwill amortisation £85.4m £75.1m
* Earnings per share before goodwill amortisation 41.1p 37.2p
* Profit before taxation £77.9m £68.4m
* Earnings per share 35.8p 32.3p
* Dividends per share 26.0p 26.0p
* Shareholders' funds £487m £472m
* Total assets £3.6bn £3.1bn
* Overview - Another good performance from banking and a stronger
second half from investment banking.
* Banking - Solid progress, profit and loan book up 14%, bad debts
unchanged.
* Investment Banking - Year on year up 6% due mainly to market
recovery.
Asset Management - A difficult year with profit sharply down.
FUM up 19% - all new money.
Corporate Finance - Profit doubled after a busy last quarter.
Market-Making - Profit up 40% on increased activity levels
and market share.
Sir David Scholey, Chairman, said:
"The long storm in the Stock Market appears to have blown out, presenting a more positive outlook for our three
investment banking divisions. However, the general economic situation remains uncertain. In these circumstances, we
remain prudently cautious about the prospects for our investment banking activity, while expecting some improvement
in the immediate trading environment in which we operate.
With regard to our lending businesses, there is as yet no evidence of any significant adverse change in the bad
debt environment; indeed interest rates remain at historically low levels, consumer spending continues quite
strongly and unemployment remains low. Against this background the outlook for our banking activity remains good.
Our clear strategy of diversification and specialisation has seen us through what was, hopefully, the worst of the
market downturn and, whilst retaining our natural caution, we look forward with considerably more confidence than
for some time."
Enquiries to:
Colin Keogh Close Brothers Group plc 020 7426 4000
Rupert Young Brunswick Group Limited 020 7404 5959
Webcast video interview with Colin Keogh, Chief Executive, Close Brothers Group plc at www.closebrothers.co.uk or
www.cantos.com
CLOSE BROTHERS GROUP plc
PRELIMINARY ANNOUNCEMENT OF AUDITED GROUP RESULTS
AND CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31ST JULY, 2003
The following is the full text of the preliminary announcement of results for the financial year ended 31st July,
2003. The financial information in relation to 31st July, 2003 has been extracted from the statutory accounts of
the company, which have yet to be adopted by shareholders at general meeting and have yet to be filed with the
Registrar of Companies.
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 31st July, 2003 Year
Ordinary Goodwill Total ended
activities amortisation ordinary 31st July,
before activities 2002
goodwill
amortisation
£'000 £'000 £'000 £'000
Interest receivable 219,948 - 219,948 198,890
Interest payable (93,464) - (93,464) (88,449)
Net interest income 126,484 - 126,484 110,441
Fees and commissions 152,536 - 152,536 140,795
receivable
Fees and commissions (25,505) - (25,505) (24,740)
payable
Net dealing income - 66,711 - 66,711 48,365
market-making
Other operating income 3,113 - 3,113 1,493
Other income 196,855 - 196,855 165,913
Operating income 323,339 - 323,339 276,354
Administrative expenses 207,515 - 207,515 174,383
Depreciation 8,471 - 8,471 7,614
Provisions for bad and 21,962 - 21,962 19,256
doubtful debts
Amortisation of goodwill - 7,469 7,469 6,681
Total operating expenses 237,948 7,469 245,417 207,934
Operating profit on 85,391 (7,469) 77,922 68,420
ordinary activities before
taxation
Taxation on profit on 25,332 - 25,332 21,839
ordinary activities
Profit on ordinary 60,059 (7,469) 52,590 46,581
activities after taxation
Minority interests - equity 1,514 - 1,514 2,252
Profit attributable to 58,545 (7,469) 51,076 44,329
shareholders
Dividends:
Interim dividend 9.0p per 12,839 12,195
share (2002 - 9.0p)
Proposed final dividend 24,482 24,214
17.0p per share
(2002 - 17.0p)
Total dividends 26.0p per 37,321 36,409
share (2002 - 26.0p)
Retained profit for the 13,755 7,920
year
Earnings per share before 41.1p 37.2p
amortisation of
goodwill
Earnings per share on 35.8p 32.3p
profit attributable to
shareholders
Diluted earnings per share 35.6p 32.0p
All income and profits are in respect of continuing operations.
CONSOLIDATED BALANCE SHEET
At 31st July, 2003
2003 2002
£'000 £'000
Assets
Cash and balances at central banks 878 671
Loans and advances to banks 746,586 443,175
Loans and advances to customers 1,615,614 1,410,998
Non-recourse borrowings (175,000) (175,000)
1,440,614 1,235,998
Debt securities - long positions 60,744 64,352
Debt securities - other 543,826 712,380
Settlement accounts 391,684 246,456
Equity shares - long positions 24,385 15,971
Equity shares - investments 30,497 28,484
Intangible fixed assets - goodwill 106,003 113,065
Tangible fixed assets 23,853 24,667
Share of gross assets of joint ventures 20,636 14,331
Share of gross liabilities of joint ventures (20,182) (13,905)
454 426
Other assets 164,215 134,684
Deferred taxation 12,443 10,345
Prepayments and accrued income 27,213 22,956
Total assets 3,573,395 3,053,630
Liabilities
Deposits by banks 107,872 83,159
Customer accounts 1,401,482 1,222,541
Bank loans and overdrafts 617,559 505,655
Debt securities - loan notes issued 100,000 100,000
Debt securities - short positions 54,113 52,231
Settlement accounts 317,857 202,343
Equity shares - short positions 19,371 7,589
Other liabilities 274,060 228,068
Accruals and deferred income 91,487 77,105
Subordinated loan capital 96,937 96,937
Minority interests - equity 6,124 6,079
3,086,862 2,581,707
Shareholders' funds
Called up share capital 36,003 35,920
Share premium account 249,527 248,456
Profit and loss account 201,003 187,547
Total equity shareholders' funds 486,533 471,923
Total liabilities and shareholders' funds 3,573,395 3,053,630
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31st July, 2003
2003 2002
£'000 £'000
Net cash inflow/(outflow) from operating activities 51,275 (29,611)
Returns on investments and servicing of finance:
Interest paid on subordinated loan capital (7,825) (7,825)
Dividends paid to minorities (280) (178)
(8,105) (8,003)
Taxation:
Taxation paid (21,080) (25,586)
Capital expenditure and financial investment:
Purchase of tangible fixed assets (8,318) (14,396)
Sale of tangible fixed assets 756 2,416
Purchase of equity shares held for investment (7,921) (5,173)
Sale of equity shares held for investment 7,090 2,647
(8,393) (14,506)
Acquisitions and disposals:
Minority interests acquired for cash (1,734) (1,194)
Purchase of subsidiaries (3,547) (6,685)
(5,281) (7,879)
Equity dividends paid (37,053) (35,122)
Net cash outflow before financing (28,637) (120,707)
Financing:
Issue of ordinary share capital including premium 1,154 57,068
Decrease in cash (27,483) (63,639)
In the directors' view, cash is an integral part of the operating activities of the group, since it is a bank's
stock in trade. Nevertheless, as required by Financial Reporting Standard No. 1 (Revised), cash is not treated as
cash flow from operating activities but is required to be shown separately in accordance with the format above.
THE NOTES
1. The calculation of earnings per share on profit attributable to
shareholders is based on profit after taxation and minority
interests of £51,076,000 (2002 - £44,329,000) and on 142,613,000
2002 - 137,244,000) ordinary shares, being the weighted average
number of shares in issue during the year excluding those held by
the employee share benefit trust.
2. The final ordinary dividend of 17.0p per share is proposed to be
paid on 4th November, 2003 to holders of ordinary shares on the
register at the close of business on 10th October, 2003.
3. The financial information included in this announcement does not
constitute the company's statutory accounts for the years ended 31st
July, 2003 or 2002, but is derived from those accounts. Statutory
accounts for 2002 have been delivered to the Registrar of Companies
and those for 2003 will be delivered following the company's Annual
General Meeting. The auditors have reported on those accounts; their
reports were unqualified and did not contain statements under
Section 237 (2) or (3) of the Companies Act 1985.
CHAIRMAN'S STATEMENT
RESULTS
The operating profit on ordinary activities before taxation and goodwill amortisation was £85.4 million, compared to
£75.1 million last year, an increase of 14 per cent. Earnings per share, on the same basis, were 41.1p compared to
37.2p, an increase of 10 per cent.
After deducting a charge for goodwill amortisation of £7.5 million (2002 - £6.7 million), the operating profit on
ordinary activities before taxation was £77.9 million (2002 - £68.4 million) and earnings per share, on the same
basis, were 35.8p (2002 - 32.3p).
The board is recommending a final dividend of 17p per share which, together with the interim dividend, gives a total
dividend for the year of 26p per share. This is the same as last year's total dividend and, based on earnings per
share of 41.1p, is covered some 1.6 times.
OVERVIEW
Trading conditions for most of our financial year continued to be testing, particularly for our investment banking
businesses. Falling stock markets in the second half of 2002 and early 2003 preceded the war in Iraq and continued
the long bear phase. However, since the spring, there has been a healthy and, so far, sustained bounce in market
confidence and activity, which has benefited our results.
The better market conditions have led to a noticeable fillip in the last quarter in particular for our market-making
division. They also meant that our corporate finance division progressed during the year. However, although our asset
management division has benefited from the recent market upturn, its profits are significantly down year on year.
Overall the profit of our investment banking activity was 6 per cent. ahead of that for last year.
Our banking activity has once again had a good year, with profit, loan book and customer deposits all up 14 per cent.
The division performed well in almost all key areas with another particularly strong showing from our insurance
premium financing business. Bad debt levels remain broadly unchanged from last year.
The resilience of our profit once again demonstrates the soundness of our strategy of specialisation and
diversification.
Analysis of Operating Profit
2001 2002 2003
% % %
Asset Management 23 18 8
Corporate Finance 12 2 5
Market-Making 26 19 24
Investment Banking 61 39 37
Banking 39 61 63
100 100 100
TRADING
Investment Banking
Asset Management
The profit of £8.1 million was sharply down from last year's £15.9 million, although the second half of the current
year was level with the first half. Whilst this result was disappointing, if understandable, it was pleasing that our
funds under management held steady at the half year (£3.1 billion) and advanced to £3.7 billion at the year end.
Almost all of this increase of 19 per cent. arose from net new funds raised, some £450 million, with the remainder
coming from market movement.
In addition to generally difficult market conditions, there are specific reasons behind the fall in profit which we
foreshadowed last year. First, in the Channel Islands, in addition to increased costs for new premises and a new
computer system (now installed and operational), we suffered from the more difficult business environment generally
including lower margins in our cash management business. Secondly, although we did well in raising new money this
came with a lower up front margin than historically. However, there were some bright spots. We benefited from a
strong performance by our private equity business, and from the continued growth of our property funds.
A few weeks prior to the year end Jonathan Sieff joined us from Old Mutual-Gerrard as head of our asset management
division, with a mission to expand its scope, scale and profitability. As a first step we have recently purchased,
subject to Financial Services Authority approval, Nelson Money Managers, which operates in the "mass affluent"
market. With more than £900 million of funds under management, this business complements the activities of Close
Wealth Management and is a substantial boost for our onshore private client business.
Corporate Finance
Trading conditions for this division were subdued for much of the year but we experienced increased activity in the
last quarter, when a number of deals which had been long in gestation completed ahead of the summer holiday period.
This was particularly noticeable in the UK, where debt advice and restructuring accounted for a large segment of our
work. In France too we had a good end to the year but in Germany our business was depressed.
All of this resulted in operating income increasing by 27 per cent. to £33.3 million and profits more than doubling
to £5.3 million.
We continue to focus on mid-market companies with growth potential and there are signs that the worst may be behind
us. Richard Grainger, head of our corporate finance division, has joined our new Management Board.
Market-Making
After approximately three years of severe bear market conditions, both the UK and world markets picked up
significantly in the spring of this year. Our broader business base (developed during the bear market) meant that we
were able to take full advantage of improving market conditions. As a result, profit increased by 40 per cent. from
£16.8 million to £23.5 million, with the second half representing some 60 per cent. (2002 - 43 per cent.) of the
total.
During the year we steadily increased our market share, with the result that, by number and value of deals executed,
we were consistently among the top three most active transactors of principal to agent business in the London equity
market.
Part of this increase arose from the continued development of our FTSE-100 business which, whilst at lower margins
than our traditional small-cap business, nevertheless broadened the service that we are providing to the retail
investor. Our fixed interest business also expanded and, in addition, the investment trust team which joined at the
beginning of the year has had a positive impact.
This division has made an encouraging start to the new financial year.
Banking
The good progress of our lending businesses in recent years, continued throughout the year. Profit again grew
steadily, by 14 per cent., from £55.1 million to £62.9 million. At the same time our gross loan book grew by a
similar percentage, from £1.4 billion to £1.6 billion, as did our customer deposits.
This commendable performance was achieved in reasonably benign market conditions where, in particular, bad debt
levels remained steady - in our case demonstrated by the charge to profit, once again, of 1.5 per cent. of our
average loan book.
Our insurance premium financing business was the outstanding performer, increasing its profits by 48 per cent. This
business benefited from strong organic growth, from our increasing move into the personal lines market, and from the
continued hardening of commercial insurance premiums - which may not persist for much longer.
Against the background of a somewhat less buoyant market, especially in Central London, our property lending business
has continued its good performance with a well spread and well secured loan book. Our invoice finance and credit
management businesses have done well, as has our mortgage broking business which had a record year arranging some
£4.9 billion (2002 - £2.2 billion) of mortgages for 35,000 (2002 - 25,000) borrowers. Our central treasury, whilst
finding the low interest rate environment challenging, has been active in raising additional facilities at attractive
rates to provide for our planned future growth.
Our asset financing businesses, representing 44 per cent. of the banking division's profit, on the whole continued to
prosper with a particularly good performance from our car finance company, where profits increased 83 per cent., and
from our specialist finance company in Jersey, which had a record year. We saw encouraging levels of growth and
profitability in the machine tool, transport and healthcare sectors. Conversely the market for printing machinery was
as difficult as it has been for some while, and the outlook for this segment remains patchy. Our military services
business had a more testing year, particularly in the last few months with many of its customers on duty in Iraq.
Mike Barley, who joined us in 1999 from Wagon Finance-Abbey National, has joined our Management Board having been
appointed chief executive of our asset finance division on 31st July, 2003 on the retirement of David Hardisty.
DIRECTORS AND MANAGEMENT
Following the appointment of our new chief executive last November, we have made some changes to our management
structure. We have created a Management Board whose main function is to assist the chief executive both in developing
strategy and business objectives, and with the day to day management of the group.
The Management Board is chaired by Colin Keogh, and includes Mike Barley, Richard Grainger, Mike Hines, Stephen
Hodges, David Pusinelli and Peter Winkworth, all executives of the group.
On 31st July, 2003, David Hardisty retired as a director of the company and David Macnamara, while remaining joint
chief executive of Winterflood Securities, ceased to be an alternate director.
David Hardisty has been the team leader of our asset financing division, which we backed in 1987 with initial capital
of £1.2 million. Then specialising in print finance and employing some nine people, the business is now broadly
based, with 140 employees and a loan book of almost £600 million. We thank him for his energetic commitment and look
forward to continuing to benefit from his wisdom and experience as a consultant on asset finance.
We welcome Strone Macpherson who was appointed a non-executive director on 3rd March, 2003.
OUTLOOK
The long storm in the Stock Market appears to have blown out, presenting a more positive outlook for our three
investment banking divisions. However, the general economic situation remains uncertain. In these circumstances, we
remain prudently cautious about the prospects for our investment banking activity, while expecting some improvement
in the immediate trading environment in which we operate.
With regard to our lending businesses, there is as yet no evidence of any significant adverse change in the bad debt
environment; indeed interest rates remain at historically low levels, consumer spending continues quite strongly and
unemployment remains low. Against this background the outlook for our banking activity remains good.
A key challenge is the development of our asset management division. This will take time and, while we continue to
encourage and review all relevant acquisition opportunities, we shall approach this task in our usual careful and
thorough way.
Our clear strategy of diversification and specialisation has seen us through what was, hopefully, the worst of the
market downturn and, whilst retaining our natural caution, we look forward with considerably more confidence than for
some time.
Sir David Scholey
Chairman
This information is provided by RNS
The company news service from the London Stock Exchange