TEATHER & GREENWOOD
CHAIRMAN'S STATEMENT
Introduction
We have noted on a number of previous occasions in the last three years the
challenging trading conditions the group has been operating in and
unfortunately, whilst market conditions have shown some recovery in the last six
weeks, the difficult trading conditions experienced in the first half of the
last financial year continued throughout the second half.
In response to these poor trading conditions the Board took a number of key
actions during the second half. These included reducing the cost base further to
its current level of under £16 million per annum, selectively recruiting to
strengthen our core areas of activity, disposing of part of the loss making
private client department (TGIM) for £3.65 million and successfully concluding a
one for one rights issue to raise £3.42 million. We believe that these actions
have positioned the Group so that it should be profitable even if market
conditions remain subdued and enable it to enjoy a geared recovery if those
conditions improve. Initial trading for the current financial year, which has
been profitable to date, bears this out.
Financial Summary and Dividend
Turnover for the year was £18.74 million (2002 £34.43 million), comprising
£15.18 million from continuing activities (2002: £29.29 million) and £3.56
million relating to discontinued activities (2002 £5.14 million). This turnover
produced an operating loss of £7.18 million (2002 £3.57 million) of which £3.22
million related to continuing activities (2002 profit £1.34 million) and £3.97
million to discontinued activities (2002 £4.91 million).
The results show a loss before tax of £6.76 million compared to a loss in 2002
of £3.84 million. This loss includes costs of redundancy and other exceptional
items of £1.87 million arising from the fundamental reorganisation of our
business in the period under review, principally in the retail area. This
included the reduction of the Group's headcount which, at the start of the year
stood at 235, had been reduced to 184 at the half year and was 142 as at the end
of the year. It also includes a profit of £0.76 million arising from the sale
of the remaining London Stock Exchange shares held by the Group and a profit of
£1.81 million from the disposal of discontinued activities, being principally
the sale of part of TGIM to Prudential-Bache Limited. To date we have received
consideration of £2.75 million and we expect to receive up to £0.9 million of
further consideration over the course of the next 12 months, although this
latter amount has not been included in these annual results.
The balance sheet shows net assets of £8.99 million (2002 £12.76 million). The
movement in net assets reflects the loss for the year and the net proceeds of
£2.99 million from the successful one for one rights issue at 12 pence per share
in February 2003.
The Board is not proposing the payment of a dividend for the year ended 30 April
2003.
Strategy
The strategy of the group is to leverage off its independence and strong
institutional relationships in the areas of Corporate Finance and Institutional
Agency Sales. The small/mid cap team has been further strengthened during the
year by recruitment and provides strong equity distribution, sales trading and
market-making, supported by high quality research. Teather & Greenwood is the
fourth largest corporate broker in the UK to quoted companies (by number of
brokerships).
Our agency sales business, which encompasses equities, fixed income, convertible
securities and investment trusts constituted over 2% of all agency trades on the
London Stock Exchange in 2002 (and about 3% of all small cap trades). Having
realigned our cost base to current market conditions we believe that the group
is well placed to increase the number of corporate clients and our share of
market volumes.
Board and Employees
As already announced, Derek Boothman retired as non-executive director at the
end of our financial year. Derek has worked for the company since 1994 and the
Group owes him a debt of gratitude for his counsel and input as former chairman
and senior non-executive director.
I am delighted to announce that The Right Honourable Lord Baker of Dorking has
agreed to join the Board as a non-executive director. Lord Baker had a
distinguished political career during which his Cabinet posts included
Environment Secretary, Education Secretary and Home Secretary. He is currently
Chairman of Business Serve Plc and non-executive director of Hanson Plc,
Millenium Chemicals Inc., and Stanley Leisure Plc. He is also a member of the
European Advisory Board of the American investment house, Cross Border
Enterprises LLC. We are looking forward to benefiting from his considerable
expertise and experience.
On behalf of the board I would like to welcome our new recruits who joined
Teather & Greenwood during the year and to thank all staff for their hard work
and dedication during an exceptionally difficult year.
Outlook
The UK Stock Market has rallied since March 2003 and, although conditions remain
subdued, I am pleased to report that the recent increased volumes in all areas
have resulted in the Group starting the current financial year profitably.
JEREMY DELMAR-MORGAN
Chairman
10 June 2003
CHIEF EXECUTIVE'S REVIEW
The main events during the year, alongside deteriorating market conditions which
affected the performance of all our divisions, exacerbated by weaker volumes
during the Iraq incursion, were the Board's significant reduction of Group
operating costs which are now at an annualised level of under £16 million, less
than half the level of 2001-2, the sale of part of the loss making private
client department (TGIM) for £3.65 million and a rights issue to raise £3.4
million.
Corporate Finance Advisory and Broking
This team now consists of 17 individuals in corporate finance (including 4
directors), 4 dedicated sales professionals with 2 in client care, supported by
3 market makers, 5 sales traders and 3 dealers. We believe this is a strong
team able to support future growth.
The year was notable for the absence of significant fundraisings in all but a
few specialist sectors. Nevertheless the Group was involved in the completion
of a number of transactions. The Group acted as broker for Duke Street Capital
in its successful £145 million hostile bid for Esporta and advised both Dana
Petroleum, on the acquisition of a portfolio of oil assets valued at £54 million
from AGIP, and Rok Property Solutions on their purchase of Llewellyn for £16
million with its associated fundraising. Other notable fundraisings have
included involvement in the £59 million placing for Unite Group and the
flotations of Medico-Legal Consultancy, Volvere and the Smart Approach Group.
During the year the Liverpool office increased its brokership list by two (Park
Group and Lloyds British) and handled an issue on AIM (raising £4.5 million for
Lloyds British) and three other fund raisings for Basepoint, Transport Systems
and T&G AIM VCT 'C' shares.
With the internationalisation of the London markets now established as a
long-term trend, the firm expects the percentage of its business originating
from overseas clients looking for a quote in London to increase.
Equities Research
Despite market conditions, the department continued to provide comprehensive
research coverage and now covers eleven sectors, which encompass almost 70% of
the UK equity market, as well as contributing to pan-European sector research as
the UK part of the European Securities Network. The team produces high quality
and
independent equity-based sector and company research on over 250 UK corporates.
In line with its strategy of further strengthening its mid-cap franchise, the
research department has increasingly focussed its resources on core sectors with
a weighting in the FTSE250 index. We believe providing an independent research
product in this arena should broaden and deepen our appeal to our large
institutional client-base.
Institutional & Market Making
Earlier in the year the secondary agency sales teams were merged to provide
total UK equity coverage from large to small/mid capitalisation companies,
supported by a sales trading function serving the central dealing requirements
of institutions. This team has been enhanced by the arrival of additional highly
rated personnel who have further strengthened our institutional relationships
and provided new corporate opportunities. As other brokers and investment banks
withdraw from the small/mid cap market, we are well placed to increase market
share.
Market Making has had a satisfactory start to the new financial year and over
the next few months we intend to add further stocks to our current list of 107.
Investment Funds
Our investment funds business has performed well in the year; in the spring of
2002 we launched The Westbury Property Fund. We continue to make a market in
over thirty funds to whom we act as brokers. Through the dedicated corporate
finance side of the business, we have acted as financial adviser on four fund
restructurings, including a successful recommended bid. These activities bode
well for the continued growth of this core business.
Retail Products & Tax Efficient Solutions
The retained parts of Teather & Greenwood Investment Management had a reasonable
year. The Teather & Greenwood AIM VCT was a top performing VCT over one year,
and the Smaller Companies Open Ended Investment Company (OEIC) was a top
quartile performer. The activities include PEPs, ISAs and SIPPs and trading for
private clients both as a traditional stockbroker and using our 'on-line'
platform. We continue to offer contracts for difference (CFD's) to private
clients who are experienced investors.
Notwithstanding a difficult market for their products, the Tax Efficient
Solutions team had another successful year. With a substantial proportion of
income deriving from recurring management fees, this department is well placed.
Fundraising was completed for the Take 5 film partnership and Take 6 has started
well in the new tax year. Similarly, Childcare 5, the team's children's nursery
EIS issue, was closed and Childcare 6 launched.
Staff
During the year some high quality individuals were recruited and, regrettably,
some have had to leave Teather & Greenwood due to the restructuring of the cost
base. I would like to add my thanks to all staff for their contribution.
Outlook
A third year of bear market conditions and lack of IPO and secondary market
activity has inevitably affected our performance. However there are early signs
of recovery in the IPO market and our potential deal 'pipeline' looks healthy.
Action to further adjust overheads has been completed and shareholders should
see the benefit of that action in the current year, which has started
profitably.
KEN FORD
Chief Executive
10 June 2003
GROUP PROFIT & LOSS ACOUNT
For year ended 30 April 2003
2003 2003 2002 2002
(unaudited) (unaudited) (audited) (audited)
£'000 £'000 £'000 £'000
Turnover
Continuing operations 15,182 29,287
Discontinued operations 3,563 5,144
Total Turnover 18,745 34,431
Operating Costs (25,932) (38,001)
Operating loss
Continuing operations (3,217) 1,338
Discontinued operations (3,970) (4,908)
Group operating loss (7,187) (3,570)
Profit on disposal of fixed asset 764 1,777
investments
Profit on disposal of discontinued 1,815 -
operation
Reorganisation costs (1,870) (1,510)
Amounts written off investments (74) (440)
Loss on ordinary activities before (6,552) (3,743)
interest
Net interest payable (209) (101)
Loss on ordinary activities before
taxation (6,761) (3,844)
Taxation on profit on ordinary - 1,053
activities
Loss for the year (6,761) (2,791)
Equity dividend - (552)
Loss transferred to reserves (6,761) (3,343)
Loss per share (21.8p) (10.2p)
Diluted loss per share (21.8p) (10.2p)
Dividend per share 0.0p 2.0p
There are no recognised gains or losses for the current or prior year other than
as stated above.
BALANCE SHEETS
As at 30 April 2003
Group Group Company Company
2003 2002 2003 2002
(unaudited) (audited) (unaudited) (audited)
£'000 £'000 £'000 £'000
Fixed assets
Intangible assets 350 450 - -
Tangible assets 1,696 2,401 - -
Investments 1,398 1,488 9,921 9,721
3,444 4,339 9,921 9,721
Current assets
Trading positions 4,800 4,993 - -
Debtors 55,327 127,709 2,705 472
Cash at bank and in hand 1,044 8,074 111 195
61,171 140,776 2,816 667
Creditors: amounts falling due
within one year 55,118 131,851 1,430 2,099
Net current assets/(liabilities) 6,053 8,925 1,386 (1,432)
Total assets less current 9,497 13,264 11,307 8,289
liabilities
Creditors: amounts falling due after
one year 500 500 500 500
Net assets 8,997 12,764 10,807 7,789
Capital and reserves
Called up share capital 5,703 2,821 5,703 2,821
Share premium account 2,408 2,296 2,408 2,296
Other reserves 14 14 2,606 2,606
Profit and loss account 872 7,633 90 66
Equity shareholders' funds 8,997 12,764 10,807 7,789
Approved by the Board of Directors on 9 June 2003.
E K Ford N S Stagg
Chief Executive Chief Operating Officer and Finance Director
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 April 2003
2003 2003 2002 2002
(unaudited) (unaudited) (audited) (audited)
£'000 £'000 £'000 £'000
Net cash outflow from operating
activities (9,292) (6,450)
Returns on investments and
servicing of finance
Interest and other investment
income received 19 33
Interest paid (230) (114)
Net cash outflow from returns on
investments and servicing of
finance (211) (81)
Taxation
Corporation tax refunded/(paid) 928 (1,206)
Capital expenditure and financial
investment
Payments to acquire tangible fixed
assets (677) (1,650)
Payments to acquire fixed asset
investments (20) (1,004)
Receipts from sales of fixed asset
investments 824 1,777
Receipt from sale of part of TGIM 1,065 -
Net cash inflow/(outflow) from
capital expenditure 1,192 (877)
Equity dividends paid (349) (561)
Financing
Issue of ordinary share capital 2,994 100
Decrease in cash (4,738) (9,075)
NOTES
1. ANALYSIS OF TURNOVER
2003 2002
Continuing Discontinuing Total Continuing Discontinuing Total
Operations Operations Operations Operations
£000 £000 £'000 £000 £000 £'000
Corporate Finance 4,016 - 4,016 9,981 - 9,981
Investment 1,775 3,180 4,955 3,065 4,373 7,438
Management
Institutional 7,368 - 7,368 10,811 - 10,811
Investment Funds 2,023 383 2,406 5,430 771 6,201
Total 15,182 3,563 18,745 29,287 5,144 34,431
2. EARNINGS PER SHARE
The loss and number of shares in issue or to be issued used in calculating the
earnings and diluted earnings per share were as follows:
2003 2003 2002 2002
Diluted Diluted
Earnings Earnings Earnings Earnings
Loss (£'000) (6,761) (6,761) (2,791) (2,791)
Number of shares 30,982,909 30,982,909 27,276,277 27,276,277
Loss per share (21.8p) (21.8p) (10.2p) (10.2p)
Calculation of number of shares
At 1 May 28,213,245 28,213,245 27,877,245 27,877,245
Weighted average number of
shares issued in the year 3,588,175 3,588,175 207,132 207,132
Weighted average number of own
shares purchased and held in
EBT (818,511) (818,511) (808,100) (808,100)
At 30 April 30,982,909 30,982,909 27,276,277 27,276,277
3. INVESTMENTS
Fixed asset investments comprise shares in Channel Island Stock Exchange
(unquoted), Crestco Ltd (unquoted), Beaumont Cornish Ltd (unquoted) and Teather
& Greenwood Holdings plc.
The 1,008,100 Teather & Greenwood Holdings plc shares (cost £1,168,000, market
value £222,000) are held in an Employee Benefit Trust and are included in the
balance sheet at cost. These shares are held to hedge future obligations that
may fall due on exercise of employee share options, which are exercisable for
periods up to February 2012. As a result it is considered that these shares
have not been impaired.
4. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM
OPERATING ACTIVITIES
Year Ended Year Ended
2003 2002
£'000 £'000
Operating loss (7,187) (3,570)
Depreciation and amortisation 1,482 1,094
Reorganisation costs (1,568) (766)
Decrease in trading positions 1,574 1,196
Decrease in debtors 72,205 73,843
Decrease in creditors (75,798) (78,247)
Net cash outflow from operating activities (9,292) (6,450)
2003 2002
£'000 £'000
Net funds at the end of the year
Bank balances 1,044 8,074
Loan & Overdraft (2,795) (5,087)
(1,751) 2,987
5. COMBINED RECONCILIATION OF NET CASHFLOW AND ANALYSIS OF MOVEMENT
IN NET FUNDS
At 30 April At 30 April
2002 Cashflow 2003
£'000 £'000 £'000
Bank balances 8,074 (7,030) 1,044
Bank overdrafts (5,087) 2,292 (2,795)
Total net funds 2,987 (4,738) (1,751)
6 CONTINGENT LIABILITIES
At the interim stage a VAT assessment in the amount of £265,000 was noted as a
contingency as the Company had appealed against the assessment. The Company has
now been notified by HM Customs that the assessment has been withdrawn and no
VAT is due.
Also at the interim stage we noted that higher salaried employees of the Group
had agreed to defer a portion of their salary. As part of the fundamental
restructuring of the Group higher paid employee contracts have now been
re-negotiated to lower permanent levels of salary. The balance of unpaid
deferred salaries has been provided in full, in these accounts, and hence no
further contingent liability exists.
At the interim stage we reported 40 complaints in respect of advice given to
clients where their portfolios contained some split capital trusts and currently
there are now 28 such complaints. 16 of these have been referred to the
Financial Ombudsman Service. To date, no complaints relating to split capital
trusts have been sustained against the Group and the Directors believe that the
significant majority of complaints will not be sustained. This is borne out by
the fact that 34 complaints previously received have not been taken forward by
the complainants to the Financial Ombudsman Service. However, if there are any
circumstances where the Group is found to be liable, the Directors are satisfied
that such claims would fall within the level of the Group's insurance cover, and
accordingly the Directors believe no provision to be necessary.
7 STATUTORY ACCOUNTS
The financial information set out in the announcement does not constitute the
company's statutory accounts for the years ended 30 April 2003 or 2002. The
financial information for the year ended 30 April 2002 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 30 April 2003 will be finalised
on the basis of the financial information presented by the directors in this
preliminary announcement using the same accounting policies for the year ended
30 April 2002 and will be delivered to the Registrar of Companies following the
company's annual general meeting.