Final Results - Year Ended 31 January 2000

Intermediate Capital Group PLC 27 March 2000 PRELIMINARY RESULTS FOR THE YEAR ENDED 31 JANUARY 2000 Intermediate Capital Group PLC ('ICG'), the leading specialised European provider of mezzanine finance, announces its results for the year ended 31 January 2000. Financial highlights: * Core income up 32% to £23.4m * Net capital gains up 30% to £11.7m * Pretax profits up 31% to £35.1m * Proposed final dividend of 15.4p making 22.2p per share for the year, a 12% increase * A record £340m of new financings arranged * Successful Rights Issue raised £55m of new equity * Loan book increased to a record £460m Operational highlights: * Establishment of a Euro 400m Collateralised Debt Obligation ('CDO') high yield fund - the first ever in Europe * Further substantial increase in ICG's mezzanine fund management business * A record 22 loans arranged during the year. Twelve in the UK and ten in the rest of Europe Commenting on the results, Murray Stuart, Chairman of ICG said: 'ICG has had an excellent trading year with profits increasing by over 30% and our loan book growing to a record level. Last year saw a significant expansion of ICG's fund management business, with managed funds rising from £175m to nearly £500m, and our entry into European high yield fund management which has substantial growth potential. ICG has established a consistent record of growth with its profits increasing every year since it was established eleven years ago. We operate in fast growing markets. We have had a strong start to our new financial year and believe we have excellent continuing growth prospects.' Enquiries: Tom Bartlam, Managing Director, Intermediate Capital Group PLC (020) 7628 9898 Gill Ackers/Simon Sporborg, Brunswick Group Limited (020) 7404 5959 Notes to the Editors A brief explanation of Intermediate Capital Group's lending activities is attached. Results Last year ICG made record pre-tax profits, which increased by 31% to £35.1m. Earnings per share increased by 27% to 49.2p. The Board is recommending a final dividend of 15.4p net per share to be paid on 26 May 2000 which, with the interim dividend of 6.8p, brings the total for the year to 22.2p net per share, an increase of 12% over last year's dividend. This final dividend is being paid to all shareholders, including those who took up new ordinary shares at the time of the Rights Issue, and consequently the total cost of the dividend in the year has increased by 32% to £12.2m. The net dividend is covered twice by post tax profits. Core Income Core income, which ICG defines as net interest income plus fee income less related administrative expenses, rose to £23.4m, an increase of 32%. Net interest and dividend income grew by 23% to £20.5m, primarily as a result of the increased loan book and the Rights Issue. Transaction fees increased by 20% to £5.2m, and fund management fees nearly doubled to £3.4m as a result of increased mezzanine funds under management and the receipt of CDO fund management fees for part of the year. Consequently total fee income rose by 39% to £9.2m. Operating expenses increased by 14% to £6.3m, primarily as a result of increased staff costs. Capital Gains and Provisions Capital gains for the year amounted to £28.9m (£21.6m) gross and provisions totalled £8.1m (£7.9m). Capital gains, net of provisions and the £9.1m (£4.7m) cost of the medium term incentive scheme, increased by 30% to £11.7m. ICG's Lending Activity ICG had another strong year in terms of new lending activity with the amounts of loans arranged and provided by ICG both reaching record levels. Last year ICG arranged or invested in a total of £340m of financings, of which £197m was invested on ICG's own Balance Sheet, £78m was invested on behalf of fund management clients with the balance of £65m being syndicated to third party investors. ICG made 22 new loans during the year of which 12 were in the UK and 10 in Continental Europe broken down as to four in France, two in Norway, and one each in Germany, the Netherlands, Finland and Sweden. ICG was again successful in increasing the amount of mezzanine finance it provided for non- LBO financing purposes, making nine such loans to support acquisitions or refinancings. ICG's loan portfolio increased by 17% to a record £460m at the year end. If Sterling had not appreciated against the Euro during the year the value of the loan book would have been £27m higher and it would have increased by 24% from the previous year. Funding In October 1999 ICG successfully raised £54.5m by means of a one for four Rights Issue of new ordinary shares. This materially strengthened ICG's Balance Sheet, giving ICG the capacity to increase its borrowings substantially over the next few years, while maintaining good capital ratios and gearing levels. At the year-end, shareholders funds amounted to £160m and consequently ICG's total debt of £337m represented gearing of only 211% (340%). In addition at the year end the excess of value over the cost shown in the Balance Sheet of quoted and unquoted shares and warrants was estimated to be £57m (£35m). ICG expects to raise further debt facilities during the course of its new financial year and in this regard a further private placement of unsecured senior notes is at an advanced stage. Fund Management The highlight here was the establishment of a high yield and leveraged loan fund in the form of a Euro 400m CDO, which ICG manages. Similar funds represent a substantial market in the USA and this is the first such fund established in Europe. At the year end this Fund was over 60% invested. ICG regards European high yield debt as an asset class that it understands, with similar characteristics to mezzanine and where it is able to apply its proven credit analysis skills. ICG sees this new Fund as being a first step in the building of a significant high yield debt fund management business in a market which it believes has considerable growth potential. Last year ICG continued to grow its mezzanine fund management business with the amounts invested on behalf of clients increasing during the year from £175m to £235m. It continues to be an important objective for ICG to grow this activity and it has recently launched a new Euro 400m mezzanine fund which it hopes to close in the first half of the year. The European Mezzanine Market Last year saw further strengthening of the LBO markets in both the UK and Continental Europe, continuing the trend seen for the last couple of years. This very active market place continues to be driven by a combination of a high level of merger and acquisition activity, in particular with large companies selling off subsidiaries across Europe, and high levels of finance available from both private equity investors and debt providers. It has led to strong demand for mezzanine. ICG has also been increasingly active in providing mezzanine for non-LBO related businesses. Consequently overall ICG's deal flow has been greater than ever before. Last year the principal competition again came from banks and investment banks offering senior debt and mezzanine as a one-stop debt financing package. While the number of banks offering mezzanine has increased it continues to be the case that, for the most part, banks do not want to be large continuing holders of mezzanine and therefore will often offer to ICG some of the mezzanine which they have underwritten. The High Yield Bond market, as we expected, came to life again during the last financial year providing an alternative to mezzanine for the large transactions where there is a need for intermediate finance of in excess of Euro 100m. However, ICG continues to believe that for some larger financings mezzanine can be as attractive a financing instrument as High Yield Bonds. In this competitive market ICG has again benefited from its independence and specialisation as well as its ability to be flexible and innovative. In addition ICG has a larger number of professional staff dedicated to the European mezzanine market than any of its competitors and a 'brand name' which it believes is unrivalled in its market place, both of which help to give it an excellent pan European deal flow. In terms of pricing ICG has maintained its cash interest margins at former levels and has, overall, been able to achieve satisfactory pricing on its new mezzanine loans. The financial structures of prospective transactions, in particular levels of gearing, remain of the greatest importance to ICG, and in the majority of transactions it believes gearing has remained within acceptable levels. Prospects The European buyout market, together with the demand for mezzanine, has been strong in the early months of the new financial year and ICG believes that this should continue as long as the economic and financial background remains stable. ICG has started the year with a particularly high level of activity, having arranged £165m of mezzanine and invested £70m on its Balance Sheet in seven transactions. We, therefore, believe that we should have another strong year of mezzanine lending. In the current market conditions, with our growing loan book and fund management activities, we believe that the outlook for interest and fee income is very good. We have already achieved good capital gains on four of our assets and the prospects for capital gains for the year are excellent. We therefore look forward to another very good year. INTERMEDIATE CAPITAL GROUP PLC CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 31 January 2000 Year to Year to Jan 00 Jan 99 £m £m ------------------------- ------- ------- Interest and dividend 36.0 34.8 income Gain on disposals 28.9 21.6 Fee and other operating income 9.2 6.6 ------- ------- 74.1 63.0 Interest payable and similar charges (15.5) (18.1) Provisions against loans and investments (8.1) (7.9) Administrative expenses (15.4) (10.3) ------------------------- ------- ------- Profit on ordinary activities before taxation 35.1 26.7 Tax on profit (10.3) (8.2) ------- ------- Profit on ordinary activities after taxation 24.8 18.5 Dividend proposed (12.2) (9.2) ------- ------- Retained profit transferred to reserves 12.6 9.3 ------- ------- Earnings per share 49.2p 38.6p All activities represent continuing operations Profit on ordinary activities before taxation is split as follows: Core Income Capital Gains Year Year to Year Year to Jan 99 to to Jan 00 £m Jan 00 Jan 99 £m £m £m ------------------------ ------ ------ ------ ------ Income Interest and dividend income 36.0 34.8 - - Gain on disposals - - 28.9 21.6 Fee and other operating income 9.2 6.6 - - ------------------------ ------ ------ ------ ------ 45.2 41.4 28.9 21.6 Less: Interest payable and similar charges (15.5) (18.1) - - Provisions against loans and investments - - (8.1) (7.9) Administrative expenses and incentive payments (6.3) (5.6) (9.1) (4.7) ------------------------ ------ ------ ------ ------ 23.4 17.7 11.7 9.0 ======================== ====== ====== ====== ====== INTERMEDIATE CAPITAL GROUP PLC CONSOLIDATED BALANCE SHEET For the year ended 31 January 2000 Year to Year to Jan 00 Jan 99 £m £m Fixed assets Tangible assets 0.3 0.2 Loans 409.5 363.3 Investments 50.9 31.0 Current assets Debtors 24.1 9.4 Loans and investments 27.3 19.1 Cash at bank 0.1 2.9 ------ ------- 51.5 31.4 ------ ------- ---------------------------- ------ ------- Total assets 512.2 425.9 ---------------------------- ------ ------- Capital and reserves Called up share capital 11.7 9.3 Share premium account 84.7 32.2 Capital redemption reserve 1.4 1.4 Profit and loss and other reserves 61.8 49.2 ------ ------- Equity shareholders' funds 159.6 92.1 Provisions for liabilities and charges 0.1 0.1 Creditors: amounts falling due after more than one year 324.9 311.0 Creditors: amounts falling due within one year 27.6 22.7 ---------------------------- ------ ------- Total capital and liabilities 512.2 425.9 ---------------------------- ------ ------- INTERMEDIATE CAPITAL GROUP PLC CONSOLIDATED CASH FLOW For the year ended 31 January 2000 Year to Year to Jan 00 Jan 99 £m £m Operating activities Interest and dividends received 30.5 35.8 Gain on disposals 28.9 21.0 Fee and other operating income 9.6 7.3 Administrative expenses (11.5) (7.7) ------- ------- 57.5 56.4 Interest paid (14.8) (19.0) ------- ------- Net cash inflow from operating activities 42.7 37.4 Taxation paid (9.9) (5.8) Capital expenditure and financial investment Loans and investments made (196.7) (159.1) Realisations of loans and investments 96.3 86.9 Loans for syndication (7.7) (12.3) ------- ------- (108.1) (84.5) Debtors relating to investments (16.2) - Purchase of tangible fixed assets (0.3) (0.1) ------- ------- (124.6) (84.6) ------- ------- Equity dividends paid (9.6) (8.4) ============================= ======= ======= Net cash outflow before financing (101.4) (61.4) ============================= ======= ======= Financing Increase in share capital 54.9 - Increase in debt 43.6 61.8 ----------------------------- ------- ------- (Decrease)/Increase in cash and cash equivalents (2.9) 0.4 ============================= ======= ======= The financial information set out in the announcement does not constitute the group's statutory accounts for the years ended 31 January 2000 or 1999. The financial information for the year ended 31 January 1999 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s237(2) or (3) Companies Act 1985. The statutory accounts for the year ended 31 January 2000 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the company's annual general meeting. NOTE TO EDITORS ICG was founded in 1989 and was successfully floated in 1994. Its business is to arrange and provide intermediate, or mezzanine, capital for companies in the UK and Continental Western Europe. ICG lends from both its own resources and from third party funds under its management. Mezzanine finance ranks in terms of risk and reward between bank debt and equity capital. In return for providing finance, ICG seeks a strong cash yield and an additional return related to the success of the investee company, usually in the form of a capital gain. Mezzanine finance has been principally used to finance management buyouts but is increasingly used as expansion and acquisition capital. ICG also has a high yield debt fund management business. ICG now has a market capitalisation of £290m. In the twelve months ending 31 January 2000 the 22 new loans made by ICG were as follows: Accord is a provider of outsourcing services to local authorities in the UK. In June 1999 ICG arranged and provided a £4m mezzanine loan for development capital purposes. Adscene is a publisher of a number of local newspapers and free sheets in different parts of the UK. In September 1999 ICG arranged and provided a £12.5m mezzanine loan to help finance the buyout of this company. Asco is a leading provider of logistic services for the North Sea oil industry and is based in Scotland. In June 1999 ICG took a participation of £7.9m in the mezzanine loan which was provided to Asco to help finance its acquisition of a US based oil logistics service company. Charter is a UK engineering company which manufactures railway sleeper fastenings and components for the defence industry. In January 2000 ICG took a participation of £7.2m in the mezzanine loan which was provided to help finance the buyout of this company. Coal Products is the largest UK producer of solid smokeless fuel. In December 1999 ICG took a participation of £3.5m in the mezzanine loan provided to assist in the refinancing of this company. Elior is France's largest contract catering group. In May 1999 ICG arranged a FF300m mezzanine bond which was used for acquisition finance purposes. Grands Vins de Gironde is one of the leading French wine trading companies. In March 1999 ICG arranged and provided a FF90m mezzanine bond to help finance the buyout of the company. Helly Hansen is a leading Scandinavian producer of outdoor clothing. In May 1999 ICG arranged and provided a £17.7m mezzanine loan to support the refinancing of the company. HLF Insurance is a group created by the merger of two UK based insurance brokers Lambert Fenchurch and Heath Group. In December 1999 ICG arranged a £40m mezzanine loan to help finance the acquisition of Lambert Fenchurch by Heath. IBS Brocke is a German manufacturer of plastic moulded components for the automotive industry. In July 1999 ICG arranged and provided a DM25m loan to help finance the buyout of this company. IPC is a leading UK consumer magazine publisher. In August 1999 ICG arranged a £53m subordinated loan to this company for refinancing purposes. Latium Group is a UK manufacturer and retailer of UPVC windows. In March 1999 ICG arranged and provided a £4m mezzanine loan to enable it to acquire the Everest business. Le Figaro is a well known French newspaper publisher. In October 1999 ICG took a FF125m participation in the mezzanine bond provided to help finance the buyout of this company. Lizzy is a French company which has a leading position in pest control for the housing and commercial building sector. In November 1999 ICG arranged and provided a FF60m mezzanine loan to help finance the buyout of this company. Maccess is a UK cash and carry distributor of car accessories. In August 1999 ICG arranged and provided a mezzanine loan of £10m to help finance the buyout of this company. Meyn is a Dutch company and is the second largest manufacturer of poultry processing equipment in the world. In July 1999 ICG arranged and provided a NLG31m mezzanine loan to help finance the buyout of this company. Neste is a major Finnish chemical company. In December 1999 ICG took a participation of Euro 12m in the mezzanine loan which was provided to finance the buyout of this company. Norcros is a UK company involved principally in the manufacture and distribution of showers and tiles. In November 1999 ICG arranged a mezzanine loan of £26m to help finance the buyout of this company when it was taken private. Nycomed is a Norwegian company which produces and distributes pharmaceuticals in different parts of Europe. In November 1999 ICG took a NOK150m participation in the mezzanine loan which was provided to help finance the buyout of this company. Oriflame is a Swedish based company involved in the direct selling of cosmetic products throughout the world. In October 1999 ICG arranged the Euro 53m mezzanine loan to support the buyout of this company. Pets at Home is a UK chain of retail outlets selling products for the domestic pet market. In January 2000 ICG arranged a £24m mezzanine loan to support its acquisition of PetsMart - another retail chain in the same business. PHS is the second biggest provider of washroom services and plant rental in the UK. In September 1999 ICG took a £6m participation in the £25m mezzanine loan which was provided to help finance the buyout of the company.
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