31st Jan 2011 07:00
Jelf Group plc
("Jelf", the "Group" or the "Company")
Final results for the year ended 30th September 2010
Jelf, an independent full service brokerage that supports businesses and individuals, announces its final results.
Financial Highlights
Strong financial performance despite the difficult trading conditions and fragile wider economy:
·; EBITDAE increased by 21% to £9.8m (2009: £8.1m)
·; Revenue levels held at £70.4m (2009: £70.3m)
·; EBITDAE margin increased by 21% to 14% (2009: 11%)
·; Operating profit at £3.1m (2009: loss £9.7m)
Significantly strengthened balance sheet:
·; Net debt down to £7.3m (2009: £30.7m)
Cash generated from operations continues to be strong and deferred consideration from previous acquisitions now down to £0.8m (2009: £8.6m)
Operating highlights
·; Integration of the acquired businesses is now complete
·; Organic sales and captured operational efficiencies were achieved
·; Funds Under Advice rose to £450m (2009: £242m)
·; Investment in people and systems continue
·; New non-executive Chairman and NED appointed to board
Alex Alway, Group Chief Executive, commented:
"As a result of our focus on our clients we have managed to produce a good performance despite difficult trading and the wider economic conditions. We have now completed the integration of all our previous acquisitions and are focused on generating increased value from the three core business areas. We remain cautious about the economic outlook and believe that 2011 will be a challenging year for our clients. "
Enquiries
Jelf Group plc
Alex Alway, Chief Executive 01454 272713
John Harding, Group Finance and Operations Director 0117 315 6563
Cenkos Securities plc
Stephen Keys 0207 397 8900
Further information is available on Jelf at the Group's website: www.jelfgroup.com
Chairman's statement
I am delighted to join the Board at this exciting time, and would like to open by thanking David Walker for the enormous contribution that he has made since he joined the Board shortly after flotation in 2004.
During David's tenure as Chairman, turnover rose from £8.5m to £70.4m. He also successfully oversaw the transfer of the 3i shareholding to Capital Z and their entry as the leading Jelf shareholder.
Despite difficult trading conditions and an uncertain and fragile economy, which continues to badly affect our core SME clients, Jelf has performed in line with forecasts. We have maintained income at £70m and delivered a 21% increase in EBITDAE from £8.1m in 2009 to £9.8m this year. This is a strong result and is testimony to the quality of the management and staff within Jelf, and the excellent relationships that we build with our corporate and individual clients across the core areas of insurance, employee benefits and financial planning. We continue to enjoy high client retention levels and to consistently win new business. The quality of our customer service is reflected in our 'Outstanding' rating from Investor in Customers. This independent and highly respected award is based solely on feedback from our clients and staff.
Over the last 12 months, we have succeeded in significantly strengthening Jelf's financial and shareholding structure. In March 2010, we raised £17.7m (net of expenses) on AIM. Capital Z, a US-based private equity house focused on financial services, acquired the 3i shareholding as well as investing £11m in the fund raise. At the same time Jelf renegotiated a new five year senior debt facility. As a result of the above and strong trading, net debt has been significantly reduced to £7.3m from £30.7m at 30 September 2009.
In addition, over the last six months Jelf has completed its programme of integrating all the acquisitions into our three businesses - Jelf Insurance Brokers, Jelf Employee Benefits and Jelf Financial Planning. This simplification of our management and brand structure provides a strong platform for growth, and is symbolised in the move from Jelf Group plc to the new brand identity, Jelf.
We have strengthened our corporate governance and risk management procedures. At Board level, we have added a fourth non-executive director, Grahame Stott. Grahame is a qualified actuary who brings a wealth of experience gained from developing professional services firms. In addition, we have established a new internal audit function and restructured the Board committees. The remit of the old Audit and Compliance Committee has been split. The Audit Committee is now focused on issues related to the audit, oversight of the financial reviews undertaken by Internal Audit and to key issues such as client money management. Risk, compliance and conflicts of interest issues are now the preserve of the Risk and Compliance Committee. The other committees remain, namely Remuneration and Nominations, Data Security, Treating Customers Fairly ('TCF') and Solvency.
Since joining Jelf, I have been struck by the high quality of the management team and by the dedication to client service shown by the staff and management in their everyday activities. The actions taken by the Board and the senior management team mean that we are in a strong position to take advantage of any upturn in the economy and to generate substantial value for our shareholders.
I look forward to working with the Board and the people of Jelf in the year ahead to deliver another strong set of results for our shareholders.
Les Owen
Non-executive Chairman
Operating and financial review
"As a result of our clear focus during 2009/10 we have managed to maintain our income whilst increasing both our EBITDAE and EBITDAE margin by 21%."
We are proud to report that we experienced steady trading, an improvement in margins and, in some markets, increased new business levels.
In addition, we refinanced and raised a net £17.7m from a placing of shares along with welcoming Capital Z as a key investor. This was an excellent result and was directly linked to the organisational changes that were implemented in 2009 and the early part of 2010.
Financial results
In the last financial year, we saw a turnaround in Jelf's financial performance and strength. In the year ended 30 September 2010, Jelf's revenue was £70.4m (2009: £70.3m) and EBITDAE increased by 21% to £9.8m (2009: £8.1m). The EBITDAE margin was 14% (2009: 11%). The operating profit was £3.1m (2009: £9.7m loss). These results reflect our clear focus on clients. We fought hard to retain existing clients and to win new business, and kept a focus on cost management across the whole of Jelf. These mantras will continue throughout 2011 as economic conditions remain uncertain.
Jelf continues to generate a strong positive cash flow and has reduced deferred consideration arising from past acquisitions from £8.6m in 2009 to £0.8m in 2010. This will be paid off by the time the 2010/11 interims are announced.
At the beginning of 2010, we negotiated a new five year debt facility which is governed by a set of three covenants, all of which have significant headroom, based on our current projections. The net debt position has reduced considerably and now stands at £7.3m (2009: £30.7m). This means that Jelf is in a strong and secure financial position, ideally poised to take advantage of any growth in the economy.
Jelf has concentrated on improving EBITDAE margins and I am pleased that we have managed an increase from 11% (2009) to 14% (2010). This financial year saw the completion of a number of initiatives as part of our drive for cost efficiency. The costs in respect of these changes contributed to the exceptional reorganisation and rationalisation charge of £1.1m (2009: £4.8m). This work has now been largely completed.
Consolidated equity as at 30 September 2010 amounted to £88.7m (2009: £66.0m). Basic underlying earnings per share was 6.3p (2009: 7.0p) and basic earnings per share amounted to 1.1p (2009: loss per share of 20.0p).
Dividend policy
The Directors do not recommend the payment of a dividend this year (2009: nil). The Directors intend to commence payment of dividends only when it becomes commercially prudent to do so. Consideration will be given to:
• Repayment of existing loan facilities
• Maximisation of shareholder value
• Availability of Jelf's distributable profits and cash
• Level of retained funds required to finance future growth
• Meeting regulatory capital adequacy requirements
Strategy
Our objective is to continue to build a leading independent corporate intermediary business providing an enhanced range of services and products to the UK SME and corporate business sectors and the related private individual market.
The principles of Jelf's strategy continue to be:
• Clients - Doing what our clients tell us they want us to do, which is to work side-by-side with them to understand their business needs and individual circumstances. This allows us to provide them with bespoke solutions from our broad range of products and services that mitigate risks and add value.
• People - People are our unique selling point, and we continue to develop them to deliver a high value service to our clients.
• Provider relationships - Strategic and trading relationships with our provider partners across all sectors are a key factor in our success. These relationships allow us to deliver bespoke products and top quality service to our clients.
• Shareholders - Prudent management of Jelf's financial resources on behalf of our shareholders.
Throughout 2009/10, we have pursued a growth strategy focused on organic opportunities and on developing our menu of services. During this period the Board felt it was prudent not to pursue acquisitions. It will now review the market for opportunities during 2011.
Review of operations
During 2010, as in previous years, our operations continued to be conducted through business segments, each reporting to Directors who have responsibility for the profit and loss account and autonomy in the day-to-day running of their business. We have focused on our businesses: Insurance, Employee Benefits and Financial Planning. The integration of a number of regulated entities has resulted in a more streamlined organisation with clearer reporting lines.
Each of these business segments is monitored against key performance indicators (KPIs), which include revenue, EBITDAE and EBITDAE margin. In addition, we monitor our earnings per share and net debt. The performance of each business segment is included within the following review.
Insurance
This business provides insurance broking services to corporate and individual clients. It offers advice on all aspects of general insurance, including carrying out risk assessments, designing insurance programmes, reviewing existing insurance arrangements and claims management.
Insurance is the largest segment, accounting for 61% of Jelf's total income.
Revenues were slightly below those of 2009, at £42.9m compared to £43.7m. EBITDAE fell from £5.2m in 2009 to £4.3m and EBITDAE margin fell from 12% to 10% year on year. Operating loss, after depreciation, amortisation and reorganisation and rationalisation costs, was £1.42m (2009: £1.30m). As noted below, we now have plans to increase these margins on the back of improved structures and processes.
During 2009/10 we completed the integration of the acquired businesses and have put in place a new streamlined management structure headed up by the new Chief Executive (Insurance), Phil Barton. I am also delighted to welcome Jonathan Vickers and Mark Sayer as our new Insurance Finance and Operations Directors respectively.
The new business efforts within insurance have borne fruit and a number of introductory deals have been put in place. These will start to provide fresh impetus to sales growth in the 2010/11 financial year.
This year saw The Purple Partnership, Jelf's network for independent brokers, which is included within the insurance business segment, exceed its targets and continue to build its membership base. Revenue increased by 49% to £0.42m in its third year of operation.
Employee Benefits
This business comprises a range of services including group pensions, group risk and healthcare. The non-healthcare part of the business provides advice and a range of services to small and large businesses in respect of benefit design (including risk and pension benefits), benefit communication and implementation. This has always been an area of organic growth for Jelf and we have seen strong new business levels in this sector during 2009/10 as corporate clients have sought advice in these uncertain times.
The healthcare business provides advice on health-related employee benefits such as private medical insurance and other non-insurance services. Core clients are owner-managed enterprises based in England and Wales. The business also provides specialist fee-based advice to larger companies, encompassing wider healthcare related issues such as absence management and occupational health.
Employee Benefits accounts for 27% of Jelf's total income.
Despite the severe economic conditions this division experienced an increase in revenues of 4% in 2010, to £18.91m (2009: £18.27m). Firm cost management resulted in strong growth in EBITDAE of 64%. EBITDAE has increased to £5.04m (2009: £3.08m). EBITDAE margin is very strong at 27% (2009: 17%). Operating profit is £4.10m (2009: £0.57m).
Financial Planning
This business provides independent financial planning services, including investment planning, portfolio management and retirement planning advice to individuals, especially entrepreneurs. This area has enjoyed a resurgence of confidence and business levels following its reorganisation in 2009. A tight focus on costs and a re-alignment of the business around the most productive IFAs has had a positive impact on performance.
Financial Planning accounts for 12% of Jelf's total income.
Revenues from Financial Planning have increased by 3% to £8.54m (2009: £8.30m) and EBITDAE has increased by 354% to £0.47m (2009: negative £0.19m). EBITDAE margin is a positive 6% (2009: negative 2%). Operating profit is £0.46m (2009: loss of £8.98m).
The management team have been working towards ensuring that the business model for Financial Planning will respond positively to the regulatory changes (Retail Distribution Review) taking effect within this sector at the end of 2012. Jelf's advisers have a mandate for over £450m (2009: £240m) of Funds Under Advice with third party investment (wrap) platforms.
During 2010 we retained the prestigious 'Chartered Financial Planners' status for our Financial Planning business, a mark that is currently awarded to only a small number of intermediaries.
Jelf in the Community
Due to the efforts of staff members across Jelf, in excess of £40,000 (2009: £20,000) has been raised to support local charities in England and Wales. This is in addition to over £7,000 (2009: £13,000) contributed by Jelf.
Rebranding
Jelf completed a brand refresh for all its businesses during September 2010 following consultation with staff and clients.
Organisational development
Over the last year, we have made great strides to simplify our structure. We have:
• Completed a number of organisational changes which has resulted in a smaller, more focused management team. The management structures are aligned behind our three main business sectors and client needs. The experience, breadth and continuity of this team will enable us to further enhance our position over the coming 12 months and beyond.
• Reduced the number of FSA regulated entities from eight to three.
In addition, we have:
• Launched another tranche of our SAYE scheme which was significantly over subscribed by our employees.
• Invested in our compliance / internal audit resources to ensure that we can meet the significant obligations and demands of our regulatory framework.
Despite the organisational restructure that has taken place during 2009/10, our staff retention remains high as we continue to build a cohesive Jelf culture across the business.
Infrastructure
As at 30 September 2010, Jelf operated out of 31 locations (2009: 34) and staff numbers at the end of the year decreased by 5% to 1,031 (2009: 1,087). We have continued to invest in our infrastructure to ensure that we develop support for our primary asset, the people within our business, whilst also creating capacity for future growth.
Our property strategy is to use lease break clauses as an opportunity to reduce the rent roll and to co-locate teams to maximise cross-referral potential. The recent investments in our Ringwood and Manchester premises and the proposed moves and investments in our Swansea and Stratford offices are good examples.
Organic growth
Total revenues were held at the same levels as 2009, which represents a good performance given the market context. Both the Financial Planning business, with organic sales up by 2.9% (2009: down by 19.5%), and the Employee Benefits business, up by 3.5% (2009: 11.3%), produced strong growth. We consider these results a good indicator of the potential upside for Jelf.
Insurance new business sales were up 27% on 2009.
During the 2010/11 financial period, we have invested heavily in our marketing resources which will assist all business sectors.
Awards
I am delighted to confirm that Jelf has again been acknowledged within the employee benefits sector by being recognised in the following categories:
• Best Training and Development Intermediary
• Best International Intermediary
• Best Newcomer for one of our advisers
In addition, it was highly commended in a number of other categories once again.
The future
Jelf remains determined to be responsive to the needs of our clients and to improve the underlying efficiency and quality of the service we deliver. We will continue to test ourselves and remain poised to capitalise on any improvements in the wider economy.
We remain confident that, by meeting the needs of our clients, Jelf will be in a position to prosper over the next 12 months.
This year has again seen much change, and on behalf of the Board I would like to put on record our thanks to all our employees for their continued support and commitment.
On a personal note, I would like to thank David Walker who retired as our Non-Executive Chairman in September 2010 after several years with the business. David provided valuable insight and leadership during the restructuring that took place in 2009/10. The management team and I would like to wish him well in his other ventures.
Alex Alway
Group Chief Executive
Consolidated balance sheet
As at 30 September 2010
2010 | 2009 | |||||
Note | £'000 | £'000 | ||||
Non-current assets | ||||||
Goodwill | 6 | 58,473 | 57,088 | |||
Intangible assets | 7 | 47,016 | 51,593 | |||
Property, plant and equipment | 8 | 2,941 | 2,889 | |||
Available for sale investments | 9 | 60 | 86 | |||
108,490 | 111,656 | |||||
Current assets | ||||||
Trade and other receivables | 10 | 7,846 | 11,358 | |||
Cash and cash equivalents* | 11 | 20,801 | 18,747 | |||
28,647 | 30,105 | |||||
Total assets | 137,137 | 141,761 | ||||
Current liabilities | ||||||
Trade and other payables | 12 | (17,774) | (26,238) | |||
Deferred consideration | (840) | (5,931) | ||||
Borrowings | 17 | (1,986) | (498) | |||
Income tax liabilities | (372) | (370) | ||||
Deferred income tax liabilities | 16 | (1,272) | (1,272) | |||
Short-term provisions | 15 | (1,312) | (1,504) | |||
(23,556) | (35,813) | |||||
Net current assets/(liabilities) | 5,091 | (5,708) | ||||
Non-current liabilities | ||||||
Trade and other payables | 12 | - | (6) | |||
Deferred consideration | - | (2,712) | ||||
Borrowings | 17 | (13,373) | (23,151) | |||
Deferred income tax liabilities | 16 | (11,413) | (12,890) | |||
Long-term provisions | 15 | (139) | (107) | |||
Derivative financial instruments | 13 | - | (1,036) | |||
(24,925) | (39,902) | |||||
Total liabilities | (48,481) | (75,715) | ||||
Net assets | 88,656 | 66,046 | ||||
Equity | ||||||
Share capital | 19 | 1,100 | 498 | |||
Share premium | 72,069 | 54,852 | ||||
Merger reserve | 20 | 9,159 | 10,742 | |||
Other reserves | 2,031 | 1,844 | ||||
Retained earnings | 4,297 | (1,890) | ||||
Total equity | 88,656 | 66,046 |
* Included within cash and cash equivalents is fiduciary cash of £11,241,000 (2009: 16,490,000)
The notes on pages 19 to 48 form an integral part of the consolidated financial statements. The financial statements were approved by the Board of Directors and authorised for issue on 31 January 2011. They were signed on its behalf by:
Consolidated income statement
For the year ended 30 September 2010
Note | 2010 | 2009 | ||||||
£'000 | £'000 | |||||||
Revenue | 5 | 70,371 | 70,287 | |||||
Cost of Sales | (7,431) | (4,839) | ||||||
Gross Profit | 62,940 | 65,448 | ||||||
Administrative expenses | (59,799) | (75,151) | ||||||
Operating profit/(loss) | 3,141 | (9,703) | ||||||
Operating profit/(loss) consists of: | ||||||||
Earnings before interest, taxation, depreciation, amortisation and exceptional costs (EBITDAE) | 5 | 9,778 | 8,065 | |||||
Depreciation of property, plant and equipment | 8 | (839) | (865) | |||||
Amortisation of intangible fixed assets | 7 | (4,713) | (4,698) | |||||
Group reorganisation and rationalisation costs | 22 | (1,085) | (4,753) | |||||
Impairment charges | 6 | - | (7,452) | |||||
Investment revenues | 23 | 32 | 80 | |||||
Finance costs | 24 | (2,895) | (1,704) | |||||
Finance costs consist of: | ||||||||
Interest payable | 24 | (1,407) | (1,704) | |||||
Fees relating to cancellation of debt facility: | ||||||||
Interest rate swap exit | 24 | (1,076) | - | |||||
Loan arrangement fees previously capitalised | 24 | (412) | - | |||||
Profit / (loss) before income tax | 278 | (11,327) | ||||||
Income tax credit | 25 | 605 | 1,479 | |||||
Profit / (loss) for the year attributable to equity holders of the parent Company | 26 | 883 | (9,848) | |||||
Earnings / (Loss) per share attributable to equity holders of the parent Company | ||||||||
Basic (pence) | 27 | 1.1 | (20.0) | |||||
Diluted (pence) | 27 | 1.1 | (20.0) | |||||
| ||||||||
Consolidated statement of comprehensive income
For the year ended 30 September 2010
| 2010 | 2009 | |||
£'000 | £'000 | ||||
Profit / (loss) for the year | 883 | (9,848) | |||
Other comprehensive income | |||||
Cash flow hedges (net of tax) | 746 | (732) | |||
Other comprehensive income, net of tax | 746 | (732) | |||
Total comprehensive income for the year attributable to owners of the parent Company | 1,629 | (10,580) | |||
Consolidated statement of changes in equity
For the year ended 30 September 2010
| Sharecapital | Sharepremium | Merger reserve | Hedging reserve1,2 | Sharebasedpayment reserve1,3 | Ownshares held1 | Other reserves1 | Retainedearnings | Total |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 October 2008 | 498 | 54,850 | 10,742 | (14) | 2,288 | (1,576) | 14 | 8,637 | 75,439 |
Share based payments | - | - | - | - | 1,362 | - | - | - | 1,362 |
Share issue (net of issue costs) | - | 2 | - | - | - | - | - | - | 2 |
Purchase of own shares by EBT | - | - | - | - | - | (167) | - | - | (167) |
Loss on cash flow hedges (net of tax) | - | - | - | (732) | - | - | - | - | (732) |
Vesting of Employee Benefits Trust shares | - | - | - | - | - | 669 | - | (679) | (10) |
Retained loss for the year | - | - | - | - | - | - | - | (9,848) | (9,848) |
At 30 September 2009 | 498 | 54,852 | 10,742 | (746) | 3,650 | (1,074) | 14 | (1,890) | 66,046 |
Share based payments | - | - | - | - | 848 | - | - | - | 848 |
Share issue (net of issue costs) | 602 | 17,217 | 2,597 | - | - | - | - | - | 20,416 |
Purchase of own shares by EBT | - | - | - | - | - | (283) | - | - | (283) |
Settlement of cash flow hedges (net of tax) | - | - | - | 746 | - | - | - | - | 746 |
Vesting of Employee Benefits Trust shares | - | - | - | - | (248) | 248 | - | - | - |
Share based payments reallocation | - | - | - | - | (1,772) | 648 | - | 1,124 | - |
Merger reserve transfer in respect of 2009 impairment | - | - | (4,180) | - | - | - | - | 4,180 | - |
Retained profit for the year | - | - | - | - | - | - | - | 883 | 883 |
At 30 September 2010 | 1,100 | 72,069 | 9,159 | - | 2,478 | (461) | 14 | 4,297 | 88,656 |
1 Shown within other reserves on the balance sheet
2 Shown net of tax
3 The share based payment reserve is distributable to the equity holders of the Company
Consolidated cash flow statement For the year ended 30 September 2010
| Note | 2010 | 2009 |
£'000 | £'000 | ||
Cash flows from operating activities | |||
Cash generated from operations | 28 | 4,598 | 8,683 |
Interest paid | (1,169) | (1,710) | |
Taxation paid | (1,131) | (1,892) | |
Net cash flow from operating activities | 2,298 | 5,081 | |
Cash flows from investing activities | |||
Interest received | 32 | 80 | |
Proceeds on disposal of property, plant and equipment | 6 | 32 | |
Purchase of property, plant and equipment | (921) | (650) | |
Purchase of intangible assets | (136) | (109) | |
Acquisition of subsidiaries and businesses 1 | - | 25 | |
Deferred consideration paid | (6,564) | (7,899) | |
Net cash flow used in investing activities | (7,583) | (8,521) | |
Cash flows from financing activities | |||
Repayments of borrowings | (32,298) | - | |
Repayments of obligations under finance leases | (16) | (51) | |
Purchase of own shares | (283) | (167) | |
Settlement of interest rate swap | (1,076) | - | |
Proceeds on issue of shares (net of expenses) | 17,745 | - | |
New borrowings raised (net of expenses) | 23,267 | 573 | |
Net cash flow from financing activities | 7,339 | 355 | |
Net increase/(decrease) in cash and cash equivalents | 2,054 | (3,085) | |
Cash and cash equivalents at beginning of year | 18,747 | 21,832 | |
Cash and cash equivalents at end of year 2 | 11 | 20,801 | 18,747 |
1 Cash inflow from the acquisition of subsidiaries and businesses for 2009 has been shown net of a £63,000 receipt relating to a net asset settlement on a previous acquisition.
2 Included within cash and cash equivalents is fiduciary cash of £11,241,000 (2009: £16,490,000)
Notes to the consolidated financial statements
1. General information
Jelf Group plc is an AIM listed company incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of the registered office is given in note 32. The nature of the Group's operations and its principal activities are set out in the Chairman's Statement, the Operating and Financial Review and the Directors' Report.
These Group consolidated financial statements were authorised for issue by the Board of Directors on 31 January 2011.
These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates.
2. Basis of preparation
These Group consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), IFRIC Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4.
3. Accounting policies
New and amended standards adopted by the group
The following IFRS pronouncements relevant to the Group have been adopted in these consolidated financial statements:
·; IAS 1 Presentation of Financial Statements. The revised standard prohibits the presentation of items of income and expense (that is 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity. All non-owner changes in equity are required to be shown in a performance statement. Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The Group has elected to present two statements: an income statement and a statement of comprehensive income. The financial statements have been prepared under the revised disclosure requirements; the application of this revised standard, which affects presentation only, has not had any impact on amounts recognised in these financial statements.
·; Amendments to IFRS 7 Financial Instruments: Disclosures - 'Improving Disclosures about Financial Instruments'. The amendments require enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment requires disclosure of a three level fair value measurement hierarchy for financial instruments carried on the Group's balance sheet at fair value. As the amendments only result in additional disclosures, the amendments have not had any impact on amounts recognised in these financial statements.
·; IFRS 8 Operating Segments. This new standard replaces IAS 14 Segment Reporting and requires reporting of financial and descriptive information about operating segments which are based on how financial information is reported and evaluated internally. The segment information for the year ended 30 September 2010 and for the corresponding comparative year is presented in note 5. The application of this new standard, which affects disclosures only, has not had any impact on amounts recognised in these financial statements.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group
The following standards and amendments to existing standards have been published and are mandatory for the Group's accounting periods beginning on or after 1 October 2010 or later periods, but the group has not early adopted them.
·; IAS 36 (amendment), 'Impairment of assets', effective 1 January 2010. The amendment clarifies that the largest cash-generating unit (or group of units) to which goodwill should be allocated for the purposes of impairment testing is an operating segment, as defined by paragraph 5 of IFRS 8, ' Operating segments' (that is, before the aggregation of segments with similar economic characteristics).
·; IFRS 2 (amendments), 'Group cash-settled share-based payment transactions', effective from 1 January 2010. In addition to incorporating IFRIC 8, 'Scope of IFRS 2', and IFRIC 11, 'IFRS 2 - Group and treasury share transactions', the amendments expand on the guidance in IFRIC 11 to address the classification of group arrangements that were not covered by that interpretation.
·; IFRS 5 (amendment), 'Non-current assets held for sale and discontinued operations'. The amendment provides clarification that IFRS 5 specifies the disclosures required in respect of non-current assets (or disposal groups) classified as held for sale or discontinued operations. It also clarifies that the general requirement of IAS 1 still apply, in particular paragraph 15 (to achieve a fair presentation) and paragraph 125 (sources of estimation
uncertainty) of IAS 1.
·; Revised IAS 24 (revised), 'Related party disclosures', issued in November 2009. It supersedes IAS 24, 'Related party disclosures', issued in 2003. IAS 24 (revised) is mandatory for periods beginning on or after 1 January 2011. Earlier application, in whole or in part, is permitted. However, the standard has not yet been endorsed by the EU. The revised standard clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. The Group will apply the revised standard from 1 October 2011. When the revised standard is applied, the Group and the parent will need to disclose any transactions between its subsidiaries and its associates.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all Group undertakings.
Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The results of subsidiary undertakings acquired or disposed of are included in the consolidated income statement from the date of acquisition or up to the date of disposal.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Revenue recognition
Broking income
Income is recognised on a receivable basis. Revenue represents commissions and fees due with reference to the commencement date of the insurance policy or other product taken out by clients.
Where there is an expectation of future servicing requirements an element of income relating to the policy is deferred to cover the associated contractual obligation.
Investment returns
Investment returns on fiduciary cash balances held are credited to revenue on an accruals basis, subject to the terms of business agreed with the client.
Other services
Fees and other income receivable, including profit share and commission overriders, are recognised in the period to which they relate and when they can be measured with reasonable certainty, and all servicing obligations have been met.
Operating profit
Operating profit is stated before investment revenues and finance costs.
Exceptional costs
Exceptional costs are those items which are separately disclosed by virtue of their size or nature to enable a better understanding of the Group's financial performance. Transactions which may give rise to exceptional costs principally relate to Group reorganisation and integration costs including rationalisation of premises and IT systems as well as redundancy costs and impairment (see below).
Segmental reporting
The Directors have identified three business sectors: Insurance, Employee Benefits and Financial Planning. Business segment data includes an allocation of corporate costs to the segment. There are no sales between business segments.
Goodwill
Goodwill, representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired, is recognised as an asset. Goodwill is reviewed for impairment at least annually and any impairment will be recognised in the income statement and may not be subsequently reversed. Goodwill is carried at cost less accumulated impairment losses.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose identified according to reported operating segment.
Intangible assets
Client books of business
Acquired businesses are reviewed to identify assets that meet the definition of an intangible asset per IAS 38 'Intangible Assets'. Examples of such assets include customer relationships and expectations of business renewal. These assets are valued on the basis of the present value of future cash flows and are amortised to the income statement on a straight-line basis over the life of the contract or their estimated economic life. No revaluations are made to the initial cost of these assets. The current maximum estimated economic life of these assets is 13 years. Client books of business are stated at cost less accumulated amortisation.
Computer software
Computer software, which is not an integral part of the related hardware, is stated at cost less amortisation. Amortisation is provided at rates calculated to write off the cost, less estimated residual value, on a straight-line basis over their useful economic life. The current maximum estimated economic life of these assets is five years.
Property, plant and equipment
Assets are stated at cost less accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is provided at rates calculated to write off the cost of assets, less their estimated residual value, over their expected useful lives on the following basis:
Land and buildings 2% Straight line
Motor vehicles 25% Reducing balance
Fixtures and fittings 15% Reducing balance
Computer equipment 20% Straight line
Residual values and useful economic lives are reviewed and adjusted as necessary on an annual basis.
Impairment of goodwill, property, plant and equipment, intangible assets
The Group reviews the carrying amounts of its plant, property and equipment and intangible assets (including goodwill) to determine whether there is any indication that those assets have suffered an impairment, on an annual basis. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment is recognised as an expense immediately in the income statement.
Impairments booked to the income statement are not subsequently reversed.
Investments
Investments are stated at cost less any impairment.
Leasing
Assets held under leasing agreements, which transfer substantially all the risks and rewards of ownership to the Group are included in property, plant and equipment. The capital elements of the related finance lease obligations are included in liabilities. The interest elements of the finance lease obligations are charged to the income statement over the period of the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
Current and deferred income tax
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax is charged or credited to equity in respect of any items, which is itself either charged or credited directly to equity. Any subsequent recognition of the deferred gain or loss in the consolidated income statement is accompanied by the corresponding deferred income tax.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Derivative financial instruments and hedging activities
Financial instruments are defined as any contract which gives rise to a financial asset of one entity and a financial liability of another.
Financial assets and liabilities are recognised in the Group balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Derivatives
The Group only enters into derivative financial instruments in order to hedge underlying commercial exposures.
Hedge Accounting
At the inception of the transaction, the Company documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in the income statement. If the cash flow hedge of a firm commitment or forecasted transaction results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the income statement as they arise.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the period.
Insurance broking receivables and payables
Insurance brokers act as agents in placing the insurable risks of their clients with insurers and, as such, are not liable as principals for amounts arising from such transactions. In recognition of this relationship, receivables from insurance broking transactions are not included as an asset of the Group.
Other than the receivable amount for fees and commissions earned on a transaction, which is included within trade receivables, no recognition of the insurance transaction occurs until the Group receives cash in respect of premiums, at which time a corresponding liability is established in favour of the insurer or the client.
In certain circumstances, the Group advances premiums, refunds or claims to insurance underwriters or clients prior to collection. These advances are reflected in the consolidated balance sheet as part of trade receivables.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently at amortised cost, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, dispute, default or delinquency in payments are considered indicators that the receivable is impaired. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Included within cash and cash equivalents is fiduciary cash held on behalf of clients or insurers.
Trade payables
Trade payables are initially recognised at fair value and subsequently measured at amortised cost.
Borrowings
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
Borrowings are recognised initially at fair value, net of transaction costs incurred. They are subsequently stated at amortised cost using the effective interest rate method.
Deferred and contingent consideration
Deferred and contingent consideration is included at the Directors' best estimate of the amounts which will be payable. This amount is reviewed on an annual basis.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.
Employee benefits
Share based payment
Shares awarded through the Jelf Group plc Employee Benefit Trust ('EBT') are accounted for in accordance with IFRS 2 'Share-based payment'. A period of continued employment is required before the relevant employees become unconditionally entitled to the shares awarded. The cost of the awards is spread over this period. The amount recognised is based on the fair value of shares at the date the award is made.
Own shares held by the EBT are accounted for in accordance with IFRS 2 Share-based payment:
·; Until such time as the Company's own shares held by the EBT vest unconditionally to employees, the consideration paid for the shares is deducted from the Group and Company profit and loss account in arriving at shareholders' funds.
·; Consideration paid or received for the purchase or sale of the Company's own shares are shown as separate amounts in the reconciliations of movements in shareholders' funds.
·; Any dividend income arising on own shares is excluded in arriving at profit before tax and deducted from dividends paid and proposed.
·; Other assets and liabilities of the EBT are recognised as the assets and liabilities of the Group and Company.
Finance costs and any administration expenses of the EBT are charged as they accrue.
The fair value of share options is recognised as an expense on a straight line basis over the vesting period. For share option agreements where the number of options is dependent on performance, an estimate is made of the number of options that will be granted at the end of the performance period. This estimate is reviewed each accounting period. The fair value of share options granted by the Company is usually measured using the Black-Scholes model. For certain options with market conditions, Monte Carlo simulations are performed to measure fair value. The expected life in the model has been adjusted, based on management's best estimate, for the effects of exercise restrictions and behavioural considerations.
At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
Pensions
The Group operates a number of defined contribution pension schemes for employees and certain of its Directors and the pension charge represents the amounts payable by the Group to the fund in respect of the period. The Group also makes contributions to the personal pension plans of Directors and certain employees. These are charged to the income statement as they arise.
Financial risk management
The Group's activities expose it to a number of financial risks, including funding and liquidity risk, interest rate risk and counterparty credit risk. The Board have put in place a number of strategies and controls to manage these risks, and minimise the impact on the financial performance and financial position of the Group.
Funding and cash flow risk
A breach of the Group's loan covenants might lead to funding being withdrawn. The Group monitors its funding requirements and liquidity through the use of both long term and short term forecasting models to ensure it is able to meet its obligations as they fall due. Various stress tests are conducted to understand the key sensitivities.
In February 2010 the Group completed a review of its funding requirements and as a result entered into a new five year commercial loan. Further to this, in March 2010, the Group conducted an equity raise of £17.7m (net of expenses). At 30 September 2010, the Group has cash balances, net of fiduciary cash, of £9.6m (2009: £2.3m).
The Board are satisfied that the loan will provide significant headroom and liquidity to ensure sufficient access to funds to cover operational cash requirements, including deferred consideration payments, and growth for the next five years.Having reviewed the forecasting models and understood the key sensitivities, the Board are comfortable that the Group can continue to meet the loan covenants for the term of the loan.
Interest rate risk
Interest rate risk is the risk of loss through adverse movements in interest rates.
The Group is exposed to interest rate risks on its floating rate borrowings, although this is limited to an extent by the natural hedge provided by the interest earned on cash balances. The Group's policy is to continue to adopt a prudent approach to the management of net interest rate exposures and not to engage in speculative activity or enter into transactions unrelated to underlying commercial exposures.
Each one half percent increase in LIBOR results in additional finance costs of c. £80,000. However, each one half percent increase in base rate translates to additional revenues of c. £100,000, in respect of interest on cash.
Counterparty credit risk
Counterparty credit risk is the risk that counterparties fail to meet their obligations to the Group.
The Group's maximum exposure to credit risk is £26.6m (2009: £27.0m) being cash (including fiduciary funds of £11.2m (2009: £16.5m) and net trade receivables. The Group maintains a counterparty policy based on published rating criteria to manage the exposure to credit institutions and insurance providers. Counterparty limits and utilisation levels are reviewed regularly and reported to the Board and Solvency Committee.
The Group manages its cash balances in the form of deposits with prime banks in accordance with this investment and counterparty policy which is agreed by the Solvency Committee and, in respect of fiduciary funds, all relevant regulatory guidelines.
Regulatory capital requirements
The majority of the Group's activities are regulated by the FSA and the level of capital held by certain subsidiary companies is governed by specific solvency requirements. A failure to meet these requirements could lead to the FSA levying financial or other penalties on the Group.
The Board closely monitors the quantity and quality of capital in the regulated subsidiaries and can report that all regulated subsidiaries have maintained the required levels throughout the year.
4. Critical accounting estimates and judgements
In the application of the Group's accounting policies the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historic experience and other factors that are considered to be relevant and are reviewed on an ongoing basis. Actual results may differ from these estimates.
Key sources of estimation uncertainty
The Directors have considered the key assumptions used to estimate the Group's assets and liabilities as at the balance sheet date, and believe these assumptions to be entirely appropriate. The estimates and judgements most likely to have a significant effect are in the following areas:
Goodwill and impairment
The Group performs annual impairment tests, to verify whether goodwill and other assets that have indefinite useful lives have suffered any impairment, and all other assets are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the asset exceeds its recoverable amount. Impairment testing requires a number of assumptions to be made about future cash-flows, including estimating a post-tax discount rate.
Intangible assets
When new entities are acquired by the Group, the client books of those acquisitions are valued using a discounted cash-flow methodology. There are significant judgements involved in estimating the assumptions underlying these calculations: most notably the size and timing of the relevant cash-flows and the applicable discount rate. These assets are capitalised and then amortised over the expected useful economic life of the book; the life of these assets is based on the expected retention rate of the clients.
Share-based payments
Various assumptions are required in order to calculate the charge for the year; for option based awards, these assumptions are then applied to option pricing models. The key assumptions relate to the future performance of the Group, the number of employees likely to remain employed for the duration of the scheme and the volatility of the Group's share price. These assumptions are shown in Note 18.
Deferred consideration
When new entities are acquired by the Group, it is common for part of the purchase consideration to be deferred and contingent on future events. Estimates are required in respect of the amount of deferred contingent consideration, which is determined according to formulae agreed at the time of the business combination, and normally related to the projected future revenues of the acquired business. The Directors review these estimates at each balance Sheet date. At 30 September 2010 the Group has outstanding deferred consideration payable amounting to £840,000 (2009: £8,643,000) of which £nil (2009: £2,808,000) was contingent on the results of the acquired business.
5. Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the Board, which is responsible for allocating resources, assessing performance of the operating segments and making strategic decisions. Further information about each operating segment can be found in the Operating and Financial Review on pages 2 to 4.
All revenue arose within the United Kingdom. No geographical segment information is therefore given. Segment information about these businesses is presented below.
Year-ended 30 September 2010 | Insurance £'000 | Employee Benefits £'000 | Financial Planning £'000 | Total £'000 |
Revenue | 42,929 | 18,906 | 8,536 | 70,371 |
Operating (loss) / profit | (1,423) | 4,100 | 464 | 3,141 |
Operating (loss) / profit consists of: | ||||
EBITDAE | 4,268 | 5,040 | 470 | 9,778 |
Depreciation of property, plant and equipment | (651) | (131) | (57) | (839) |
Amortisation of intangible fixed assets | (4,183) | (515) | (15) | (4,713) |
Group reorganisation and rationalisation costs | (857) | (294) | 66 | (1,085) |
Impairment charges | - | - | - | - |
Investment revenues | 32 | |||
Finance costs | (2,895) | |||
Profit before income tax | 278 | |||
Income tax credit | 605 | |||
Profit for the year | 883 |
Year-ended 30 September 2009 | Insurance £'000 | Employee Benefits £'000 | Financial Planning £'000 | Total £'000 |
Revenue | 43,722 | 18,266 | 8,299 | 70,287 |
Operating (loss)/profit | (1,299) | 573 | (8,977) | (9,703) |
Operating (loss) / profit consists of: | ||||
EBITDAE | 5,173 | 3,077 | (185) | 8,065 |
Depreciation of property, plant and equipment | (538) | (221) | (106) | (865) |
Amortisation of intangible fixed assets | (4,011) | (665) | (22) | (4,698) |
Group reorganisation and rationalisation costs | (1,729) | (1,618) | (1,406) | (4,753) |
Impairment charges | (194) | - | (7,258) | (7,452) |
Investment revenues | 80 | |||
Finance costs | (1,704) | |||
Loss before income tax | (11,327) | |||
Income tax credit | 1,479 | |||
Loss for the year | (9,848) |
It is not practicable to separately identify the investment revenues, finance costs and income tax credit for each of the segments. Accordingly, consolidated figures have been presented.
Balance sheet | 2010 | 2009 | |
£'000 | £'000 | ||
Segment assets | |||
Insurance | 104,384 | 108,509 | |
Employee Benefits | 22,681 | 25,684 | |
Financial Planning | 9,868 | 6,543 | |
Unallocated | 204 | 1,025 | |
137,137 | 141,761 | ||
Segment liabilities | |||
Insurance | (42,243) | (60,218) | |
Employee Benefits | (4,306) | (12,286) | |
Financial Planning | (1,932) | (3,211) | |
(48,481) | (75,715) | ||
Other information | |||
Capital additions | |||
Insurance | 724 | 414 | |
Employee Benefits | 138 | 167 | |
Financial Planning | 59 | 78 | |
921 | 659 |
The amounts provided to the Board with respect to total assets and liabilities are measured in a manner consistent with that of the financial statements. These assets and liabilities are allocated based on the operations of the segment.
6. Goodwill
| 2010 £'000 | 2009 £'000 | ||
Cost and net book value |
|
|
| |
At 1 October |
|
| 57,088 | 73,972 |
Acquisitions |
|
| - | - |
Adjustments |
|
| 1,385 | (9,432) |
Impairment |
|
| - | (7,452) |
At 30 September |
|
| 58,473 | 57,088 |
Adjustments relate to the revaluation of the Group's estimate of contingent consideration due on acquired businesses.
Impairment tests for goodwill
Goodwill has been allocated to the Group's cash generating units (CGUs) identified according to the business segment.
2009 | Adjustments | Impairment | 2010 | |
£'000 | £'000 | £'000 | £'000 | |
Insurance | 46,287 | 1,251 | - | 47,538 |
Employee Benefits | 10,567 | (15) | - | 10,552 |
Financial Planning | 234 | 149 | - | 383 |
57,088 | 1,385 | - | 58,473 |
No impairment has arisen during the year.
Key assumptions used in value in use calculations
The recoverable amount of a CGU is determined based on value in use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows beyond the five year period are extrapolated using the following estimated rates.
| 2010 | 2009 | ||
Long term growth rate 1 |
|
| 2.25% | 2.25% |
Discount rate 2 |
|
| 12.50% | 12.50% |
1 Average growth rate used to extrapolate cash flows beyond 5 years (2009: 6 years). The growth rate is in line with the expected average UK economy long term growth rate
2 Post-tax discount rate applied to the cash flow projections
The budgeted growth in trading profits is determined by management based on past experience and its expectation for the market development. The discount rates used are post-tax and reflect specific risks relevant to the Group.
The Directors are required to disclose where a resulting possible change in assumption would give rise to an impairment. In relation to the Insurance CGU, a weighted average revenue growth rate of 5.22% has been assumed for the first 5 years. If this growth rate were to fall to 4.00%, an impairment would occur.
7. Intangible assets
| Computer software £'000 | Client books of business £'000 | Total £'000 | |||||
Cost |
|
|
|
| ||||
At 1 October 2009 |
| 879 | 60,565 | 61,444 |
| |||
Additions |
| 136 | - | 136 |
| |||
Disposals |
| (126) | - | (126) |
| |||
At 30 September 2010 |
| 889 | 60,565 | 61,454 |
| |||
|
| |||||||
Accumulated amortisation |
|
| ||||||
At 1 October 2009 |
| 383 | 9,468 | 9,851 |
| |||
Amortisation charge |
| 171 | 4,542 | 4,713 |
| |||
Disposals |
| (126) | - | (126) |
| |||
At 30 September 2010 |
| 428 | 14,010 | 14,438 |
| |||
|
| |||||||
Net book value |
| |||||||
At 30 September 2010 | 461 | 46,555 | 47,016 |
| ||||
At 30 September 2009 | 496 | 51,097 | 51,593 |
| ||||
8. Property, plant and equipment
| Land and Buildings £'000 | Motor Vehicles £'000 | Fixtures, fittings and computer equipment £'000 | Total £'000 |
Cost | ||||
At 1 October 2009 | 104 | 87 | 5,292 | 5,483 |
Additions | 394 | - | 527 | 921 |
Disposals | - | (60) | (1,259) | (1,319) |
At 30 September 2010 | 498 | 27 | 4,560 | 5,085 |
Accumulated Depreciation | ||||
At 1 October 2009 | 26 | 41 | 2,527 | 2,594 |
Charge for the year | 46 | 6 | 787 | 839 |
Disposals | - | (28) | (1,261) | (1,289) |
At 30 September 2010 | 72 | 19 | 2,053 | 2,144 |
Net book value | ||||
At 30 September 2010 | 426 | 8 | 2,507 | 2,941 |
At 30 September 2009 | 78 | 46 | 2,765 | 2,889 |
9. Available for sale investments
2010 | 2009 | |||
£'000 | £'000 | |||
Cost and net book value |
|
|
| |
At 1 October |
|
| 86 | 76 |
Additions |
|
| - | 10 |
Disposals |
|
| (26) | - |
At 30 September |
|
| 60 | 86 |
|
|
|
10. Trade and other receivables
2010 £'000 | 2009 £'000 | |||
Trade receivables | 6,464 | 9,103 | ||
Less: Provision for impairment | (691) | (834) | ||
Trade receivables - net | 5,773 | 8,269 | ||
Deferred tax asset (note 16) | 462 | 431 | ||
Other receivables | 65 | 166 | ||
Prepayments and accrued income | 1,546 | 2,492 | ||
7,846 | 11,358 |
All trade and other receivables are current.
Movements on the Group's provision for impairment are as follows:
2010 | 2009 | |||
£'000 | £'000 | |||
At 1 October | 834 | 300 | ||
Utilised in the year | (765) | - | ||
Increase in provision | 622 | 534 | ||
At 30 September | 691 | 834 |
The following table sets out the aged profile of trade receivables. The Group does not hold any collateral over these balances.
Trade receivables | Provision for impairment | Trade receivables - net | ||
30 September 2010 | £'000 | £'000 | £'000 | |
Not overdue | 3,103 | (61) | 3,042 | |
Past due but not more than three months | 2,168 | (97) | 2,071 | |
Past due more than three months and not due more than six months | 502 | (180) | 322 | |
Past due more than six months and not due more than one year | 400 | (128) | 272 | |
Past due more than one year | 291 | (225) | 66 | |
6,464 | (691) | 5,773 |
Trade receivables
| Provision for impairment | Trade receivables - net | ||
30 September 2009 | £'000 | £'000 | £'000 | |
Not overdue | 3,794 | (31) | 3,763 | |
Past due but not more than three months | 2,334 | (101) | 2,233 | |
Past due more than three months and not due more than six months | 1,383 | (169) | 1,214 | |
Past due more than six months and not due more than one year | 1,496 | (477) | 1,019 | |
Past due more than one year | 96 | (56) | 40 | |
9,103 | (834) | 8,269 |
11. Cash and cash equivalents
2010 | 2009 | |||
£'000 | £'000 | |||
Cash at bank and on hand | ||||
Fiduciary | 11,241 | 16,490 | ||
Own funds | 9,560 | 2,257 | ||
20,801 | 18,747 |
Fiduciary cash comprises client money held in statutory or non-statutory trust accounts.
The credit quality of cash at bank can be assessed by reference to external credit ratings, where available, or to historical information about counterparty default rates.
2010 | 2009 | |||
£'000 | £'000 | |||
A 1 | 20,801 | 18,747 |
1 Royal Bank of Scotland plc, Barclays Bank plc, Lloyds Banking Group plc and Close Brothers Limited
12. Trade and other payables
2010 £'000 | 2009 £'000 | |||
Current | ||||
Trade payables | 833 | 1,584 | ||
Insurance broking payables | 8,511 | 11,791 | ||
Tax and social security | 1,012 | 1,008 | ||
Obligations under finance leases | - | 16 | ||
Other payables | 400 | 735 | ||
Accruals and deferred income | 7,018 | 11,104 | ||
17,774 | 26,238 | |||
Non-current | ||||
Other payables | - | 6 | ||
- | 6 |
Finance lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default.
2010 | 2009 | |||
£'000 | £'000 | |||
Gross finance lease liabilities - minimum lease payments | ||||
Within one year | - | 18 | ||
In the second to fifth year inclusive | - | - | ||
- | 18 | |||
Less: future finance charges | - | (2) | ||
Present value of finance lease liabilities | - | 16 |
Present value of minimum lease payments | |||
Within one year | - | 16 | |
In the second to fifth year inclusive | - | - | |
Present value of finance lease liabilities | - | 16 |
13. Derivative financial instruments
2010 | 2009 |
| ||||
Assets £'000 | Liabilities £'000 | Assets £'000 | Liabilities £'000 | |||
Interest rate swaps - cash flow hedges | - | - | - | (1,036) | ||
The credit quality of derivative financial assets can be assessed by reference to external credit ratings, where available, or to historical information about counterparty default rates:
2010 | 2009 |
| ||||
Assets £'000 | Liabilities £'000 | Assets £'000 | Liabilities £'000 | |||
A | - | - | - | (1,036) | ||
The Group settled the interest rate swap in the year. The notional principal amount of outstanding interest rate swap contracts at 30 September 2010 was £nil (30 September 2009: £10m). The fixed interest rate implicit in the contract was 4.99%.
14. Financial instruments
The Directors consider that the carrying value of financial instruments approximate fair value.
30 September 2010 | Loans and receivables £'000 | Derivatives used for hedging £'000 | Available for sale £'000 | Other financial liabilities £'000 | Total £'000 |
Assets per balance sheet | |||||
Available for sale investments | - | - | 60 | - | 60 |
Trade and other receivables | 5,838 | - | - | - | 5,838 |
Cash and cash equivalents | 20,801 | - | - | - | 20,801 |
26,639 | - | 60 | - | 26,699 | |
Liabilities per balance sheet | |||||
Borrowings | - | - | - | (15,359) | (15,359) |
Deferred consideration | - | - | - | (840) | (840) |
Trade and other payables | - | - | - | (16,762) | (16,762) |
Derivative financial instruments | - | - | - | - | - |
- | - | - | (32,961) | (32,961) |
30 September 2009 | Loans and receivables £'000 | Derivatives used for hedging £'000 | Available for sale £'000 | Other financial liabilities £'000 | Total £'000 |
Assets per balance sheet | |||||
Available for sale investments | - | - | 86 | - | 86 |
Trade and other receivables | 8,435 | - | - | - | 8,435 |
Cash and cash equivalents | 18,747 | - | - | - | 18,747 |
27,182 | - | 86 | - | 27,268 | |
Liabilities per balance sheet | |||||
Borrowings | - | - | - | (23,649) | (23,649) |
Deferred consideration | - | - | - | (8,643) | (8,643) |
Trade and other payables | - | - | - | (25,236) | (25,236) |
Derivative financial instruments | - | (1,036) | - | - | (1,036) |
- | (1,036) | - | (57,528) | (58,564) |
The trade and other receivables are due from a number of sources and therefore the exposure to any one single party is considered low.
The tables below set out the contractual cash flows, including interest, attached to the Group's financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities, based on the earliest date on which the Group can be required to pay.
30 September 2010 | 1 - 6 months | 6 monthsto 1 year | 1 - 5 years | 5+ years | Total |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Non-derivative financial liabilities | |||||
Borrowings | - | 2,133 | 13,867 | - | 16,000 |
Interest on borrowings | 599 | 560 | 1,702 | - | 2,861 |
Deferred consideration | 840 | - | - | - | 840 |
Trade and other payables | 16,762 | - | - | - | 16,762 |
18,201 | 2,693 | 15,569 | - | 36,463 | |
Derivative financial liabilities | |||||
Interest rate swap | - | - | - | - | - |
18,201 | 2,693 | 15,569 | - | 36,463 | |
30 September 2009 | 1 - 6 months | 6 monthsto 1 year | 1 - 5 years | 5+ years | Total |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Non-derivative financial liabilities | |||||
Borrowings | 498 | - | 23,800 | - | 24,298 |
Interest on borrowings | 687 | 688 | 2,438 | - | 3,813 |
Deferred consideration | 3,603 | 2,328 | 2,712 | - | 8,643 |
Trade and other payables | 25,236 | - | 6 | - | 25,242 |
30,024 | 3,016 | 28,956 | - | 61,996 | |
Derivative financial liabilities | |||||
Interest rate swap | - | - | - | 1,036 | 1,036 |
30,024 | 3,016 | 28,956 | 1,036 | 63,032 |
The Group has adopted the amendment to IFRS7 requiring additional categorisation of the Group's financial assets and liabilities held at fair value by the following valuation methodology:
·; Level 1: fair value derived from quoted prices in active markets for identical assets or liabilities
·; Level 2: fair value derived from observable inputs other than quoted prices included in level 1
·; Level 3: fair value derived from inputs for the asset or liability that are not based on observable market data
Level 1 | Level 2 | Level 3 | Total | |
30 September 2010 | £'000 | £'000 | £'000 | £'000 |
Financial assets at fair value | ||||
Available for sale investments | 43 | - | 17 | 60 |
43 | - | 17 | 60 | |
Financial liabilities at fair value | ||||
Deferred consideration | - | - | 840 | 840 |
- | - | 840 | 840 |
Movements in the year for financial instruments measured using level 3 valuation methods are presented below:
Available for sale investments | |
£'000 | |
As at 1 October 2009 | 43 |
Disposals | (26) |
As at 30 September 2010 | 17 |
15. Provisions
Short-term employee benefits provision £'000 | Clawback provision £'000 | Group reorganisation and rationalisation provision £'000 | Other provisions £'000 | Total £'000 | ||
At 1 October 2009 | 251 | 229 | 830 | 301 | 1,611 | |
Charged in the income statement | 214 | 209 | 897 | 183 | 1,503 | |
Utilised in the year | (251) | (229) | (1,011) | (172) | (1,663) | |
At 30 September 2010 | 214 | 209 | 716 | 312 | 1,451 |
At 1 October 2008 | 203 | 215 | 463 | 148 | 1,029 | |
Charge in the income statement | 251 | 229 | 830 | 186 | 1,496 | |
Utilised in this year | (203) | (215) | (463) | (33) | (914) | |
At 30 September 2009 | 251 | 229 | 830 | 301 | 1,611 |
These can be analysed as follows:
2010 | 2009 | |||
£'000 | £'000 | |||
Current | 1,312 | 1,504 | ||
Non-current | 139 | 107 | ||
1,451 | 1,611 |
Non-current provisions relate to certain clawback and other provisions.
The short-term employee benefits provision relates to the cost of holidays due to staff but not taken. Clawback provisions are in respect of potential repayment of commission received on indemnity terms.
The Group reorganisation and rationalisation provision relates to costs expected to be incurred as a result of combining and restructuring operations. These costs are not associated with the ongoing activities of the Group.
Other provisions relate to potential client redress and dilapidations on various leased properties.
16. Deferred income tax assets and liabilities
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities. The offset amounts are as follows:
2010 £'000 | 2009 £'000 | |
Deferred tax assets: | ||
Deferred tax asset to be recovered after more than 12 months | 462 | 431 |
Deferred tax asset to be recovered within 12 months | - | - |
462 | 431 | |
Offset against liabilities | - | - |
Deferred tax assets (note 10) | 462 | 431 |
Deferred tax liabilities: | ||
Deferred tax liability to be recovered after more than 12 months | (11,413) | (12,890) |
Offset against liabilities | - | - |
(11,413) | (12,890) | |
Deferred tax liability to be recovered within 12 months | (1,272) | (1,272) |
(12,685) | (14,162) | |
Net tax liabilities | (12,223) | (13,731) |
The movement in the net deferred income tax assets and liabilities is as follows:
At 1 Oct 2009
£'000 | Credit / (charge) to income £'000 | Charge to equity £'000 | Change in tax rate £'000 | Reclass in respect of prior years £'000 |
At 30 Sept 2010 £'000 | |
Accelerated capital allowances | (63) | (4) | - | 2 | - | (65) |
Intangibles | (14,099) | 1,324 | - | 456 | - | (12,319) |
Share based payments | - | 52 | - | (2) | - | 50 |
Hedging reserve | 290 | - | (290) | - | - | - |
Other timing differences | 141 | (87) | - | (4) | 61 | 111 |
Net tax assets/(liabilities) | (13,731) | 1,285 | (290) | 452 | 61 | (12,223) |
At 1 Oct 2008
£'000 | Credit / (charge) to income £'000 | Charge to equity £'000 | Change in tax rate £'000 | Reclass in respect of prior years £'000 |
At 30 Sept 2009 £'000 | |
Accelerated capital allowances | 235 | (272) | - | - | (26) | (63) |
Intangibles | (15,545) | 1,446 | - | - | - | (14,099) |
Share based payments | - | - | - | - | - | - |
Hedging reserve | - | - | 290 | - | - | 290 |
Other timing difference | 352 | (211) | - | - | - | 141 |
Net tax assets/(liabilities) | (14,958) | 963 | 290 | - | (26) | (13,731) |
17. Borrowings
2010 | 2009 | |||
£'000 | £'000 | |||
Borrowings | ||||
Current | 1,986 | 498 | ||
Non-current | 13,373 | 23,151 | ||
15,359 | 23,649 |
The Group has no undrawn committed borrowing facilities at 30 September 2010 (2009: £11,200,000).
As at 31 January 2011 the debt drawn down under Group's loan facility was £16,000,000 and the Group has capitalised facility costs of £592,000.
The loan facility floats at a rate of 6% above LIBOR. The loan is repayable by 2014 and is secured by an unlimited inter-company composite guarantee over all assets in the trading companies within the Group. The facility terms and conditions include common debt and interest cover covenants.
The exposure of the borrowings of the Group to interest rate changes and the periods in which the cost of borrowings re-price are as follows:
6 months or less £'000 | 6 - 12 months £'000 | 1 - 5 years £'000 | Over 5 years £'000 | Total £'000 | |
At 30 September 2010 | 15,359 | - | - | - | 15,359 |
At 30 September 2009 | 13,649 | - | - | 10,000 | 23,649 |
The element which re-priced after 5 years, in 2009, related to the £10,000,000 interest rate swap disclosed in note 13. This swap was settled in the year.
The effective interest rate at the balance sheet date, before any hedging adjustments, was as follows:
2010
| 2009
| ||||
Borrowings | 7.28% | 3.44% |
The Directors consider that the carrying amount of borrowings approximate to their fair value.
18. Share based Payment
Equity-settled share option schemes
The Group has a number of share option plans that are available to Board members and employees as described in the Remuneration Report on pages 8 to 9.
Options are settled by the issue of ordinary shares of 1p each upon receipt of the relevant exercise funds from the option holder. Options are forfeited if the employee leaves the Group before the options vest.
The Company also has a share option plan to recognise the performance of a number of self-employed advisors.
Details of the movements in share options during the year are as follows:
2010 | 2009 | |||
Number of share options | Weighted average exercise price (pence) | Number of share options | Weighted average exercise price (pence) | |
Outstanding at beginning of year | 1,434,120 | 217.7 | 1,766,068 | 216.9 |
Granted during the year | 1,017,567 | 42.5 | - | - |
Forfeited during the year | (189,032) | 191.2 | (319,317) | 222.0 |
Exercised during the year | - | - | (12,631) | 11.9 |
Outstanding at the end of the year | 2,262,655 | 139.6 | 1,434,120 | 217.7 |
Exercisable at the end of the year | 181,620 | 98.4 | 231,620 | 97.9 |
The weighted average remaining contractual life of the options outstanding at 30 September 2010 was 3.9 years (2009: 2.4 years). The exercise prices for the options range from 12p to 265p (2009: 12p to 265p).
Valuation
Key assumptions used in the valuation of share options using the Black Scholes model are determined as follows:
| |||
Share price | Market value at the award date | ||
Exercise price | As stated in the option agreement. There are no options with a variable exercise price | ||
Expected volatility | Based on the historical volatility of the Company's share price, which the Directors believe is the most objective basis for estimating future volatility (between 23% and 38%) | ||
Expected option life | Assuming a holder exercises their option half-way through the exercise period | ||
Expected dividends Lapse probability Performance criteria | Nil Based on annualised historic lapses No options have performance criteria | ||
Risk-free interest rate | Based on UK Gilts with similar issue dates and terms as the option (between 2.9% and 4.5%) | ||
Grant date | Exercisable | Aggregate fair value at issuance £ |
01 May 2010 | 01 Jun 2013 | 112,685 |
Equity settled Share Appreciation Rights
The Jelf Group plc 2008 Long Term Incentive Plan was adopted on 3 April 2008 and provides for awards of equity settled Share Appreciation Rights (SARs) to certain Directors and key employees. The SARs awards deliver to recipients a net gain equal to the increase in share price between the base price and the price prevailing at the end of the vesting period. This net gain is delivered in shares, with reference to the share price prevailing at the end of the vesting period. The number of shares issued following exercise will be less than the number of SARs issued.
Exercise of the SARs is subject to the achievement of specified performance conditions over the vesting period.
Details of the SARs issued during the year are as follows:
2010 | 2009 | |||
Number of SARs | Weighted average exercise price (pence) |
Number of SARs | Weighted average exercise price (pence) | |
Outstanding at beginning of year | 4,125,000 | 213.7 | 4,405,000 | 214.0 |
Granted during the year | 7,770,000 | 36.9 | - | - |
Forfeited during the year | (4,075,000) | 208.5 | (280,000) | 218.2 |
Outstanding at the end of the year | 7,820,000 | 40.4 | 4,125,000 | 213.7 |
The weighted average remaining contractual life of the SARs outstanding at 30 September 2010 was 2.9 years (2009: 2.25 years). The exercise price for the SARs range from 36p to 258.5p (2009: 212.5p to 258.5p).
The key assumptions used in the valuation of the SARs, using a Monte Carlo modelling technique to calculate a range of probable outcomes, were as follows:
| |||
Share price | Market value at the award date | ||
Exercise price | As stated in the option agreement. | ||
Expected volatility | Based on the historical volatility of the Company's share price, which the Directors believe is the most objective basis for estimating future volatility (between 23% and 38%) | ||
Expected option life | The SAR is exercisable only on vesting | ||
Expected dividends Lapse probability Performance criteria | Nil Based on annualised historic lapses for senior management The SARs have market performance criteria based on the Company's share price | ||
Risk-free interest rate | Based on UK Gilts with similar issue dates and terms as the option (between 3.8% and 4.2%) | ||
Grant date | Exercisable | Aggregate fair value at issuance £ |
31 March 2010 | 01 October 2012 | 667,911 |
01 September 2010 | 01 October 2012 | 12,057 |
Conditional Share Award
On 3 April 2008 a conditional share award of 220,000 shares was made to David Walker (Non-Executive Chairman). These shares will vest after 3 years, dependent on the same market performance criteria as for the SARs being met. This award was valued using the same assumptions used for the SARs valuation and a Monte Carlo modelling methodology to calculate a range of probable outcomes. The fair value of this award was calculated as £312,498. This award lapsed in the year due to the retirement of David Walker.
Employee Benefit Trust
The Company and Group results include those of the Jelf Group plc Employee Benefit Trust ('EBT'), details of which are shown in the Remuneration Report. The share purchases are funded by the Company.
Finance and administrative costs are borne by the EBT. All costs are accounted for as they accrue. At 30 September 2010, the EBT held 877,788 (2009: 726,903) 1p ordinary shares. At that date, shares allocated to individuals through the EBT amounted to 320,858 (2009: 626,389). During the year a total of 476,111 shares vested with individuals (2009: 295,330).
The nominal value of own shares held by the Group and Company at 30 September 2010 was £8,778 (2009: £7,269). Own shares are held in the EBT and are listed investments. Their market value at 30 September 2010 was £412,560 (2009:£454,314).
Details of the share awards made by the EBT are as follows:
2010 | 2009 | |||
Number of share awards | Weighted average exercise price (pence) | Number of share awards | Weighted average exercise price (pence) | |
Outstanding at beginning of year | 626,389 | - | 602,475 | - |
Granted during the year | 305,347 | - | 383,897 | - |
Forfeited during the year | (134,767) | - | (64,653) | - |
Exercised during the year | (476,111) | - | (295,330) | - |
Outstanding at the end of the year | 320,858 | - | 626,389 | - |
Exercisable at the end of the year | - | - | - | - |
The weighted average remaining contractual life of the options outstanding at 30 September 2010 was 299 days (2009: 385 days).
Valuation
Key assumptions used in the valuation of share awards using the Black Scholes model are determined as follows:
| |||
Share price | Market value at the award date | ||
Exercise price | For awards made by the EBT, there is no exercise price. | ||
Expected volatility | Based on the historical volatility of the Company's share price, which the Directors believe is the most objective basis for estimating future volatility (between 30% and 38%) | ||
Expected option life | The shares vest with the employee at the end of the vesting period. This is usually two years. | ||
Expected dividends Lapse probability Performance criteria | Nil Based on annualised historic lapses No options have performance criteria | ||
Risk-free interest rate | Based on UK Gilts with similar issue dates and terms as the award (between 3.1% and 4.2%) | ||
Grant date | Exercisable | Aggregate fair value at issuance £ |
| |
01 November 2008 | 31 October 2010 | 4,595 | ||
06 November 2008 | 05 November 2010 | 18,478 | ||
04 December 2008 | 03 December 2010 | 109,533 | ||
09 December 2008 | 08 December 2010 | 4,642 | ||
19 December 2008 | 18 December 2010 | 6,966 | ||
30 December 2008 | 29 December 2010 | 2,322 | ||
01 March 2009 | 28 February 2011 | 18,566 | ||
09 June 2009 | 08 June 2011 | 4,644 | ||
19 June 2009 | 18 June 2011 | 60,595 | ||
10 August 2009 | 09 February 2012 | 21,542 | ||
14 October 2009 | 13 October 2011 | 42,695 | ||
14 December 2009 | 13 December 2011 | 7,702 | ||
01 April 2010 | 01 April 2010 | 40,000 | ||
01 April 2010 | 31 March 2012 | 17,673 | ||
21 June 2010 | 20 June 2012 | 22,909 | ||
19. Called up share capital
| Group | 2010 £'000 | 2009 £'000 | |||||
| Authorised | |||||||
| 100,000,000 Ordinary shares of 1p each | 1,000 | 1,000 | |||||
| 25,063,838 Non-voting shares of 1p each | 251 | - | |||||
| 1,251 | 1,000 | ||||||
|
|
| ||||||
Ordinary shares | Non-voting shares | Total |
| |||||
No. of shares | £'000 | No. of shares | £'000 | No. of shares | £'000 |
| ||
Allotted, called up and fully paid At 1 October 2009 |
49,815,318 |
498 |
- |
- |
49,815,318 |
498 |
| |
Share issue | 35,134,464 | 351 | 25,063,838 | 251 | 60,198,302 | 602 |
| |
At 30 September 2010 | 84,949,782 | 849 | 25,063,838 | 251 | 110,013,620 | 1,100 |
| |
On 24 February 2010, the Company issued 27,713,939 ordinary shares of 1p each at a price of 36p. This issue resulted in an increase of £277,139 to share capital and £9,699,879 to share premium. At the same time, the Company issued 25,063,838 non-voting convertible shares (the 'non-voting shares') of 1p each at a price of 36p. This resulted in an increase of £250,638 to share capital and £8,772,343 to share premium. The related transaction costs of £1,255,000 have been netted off the share premium.
The non-voting shares entitle the holders thereof to receive notice of, attend, but not vote at general meetings and annual general meetings of the Company. Conversion to ordinary voting shares is at the option of the holder and is permitted at any time provided it will not result in the holder having an interest in 30% or more of the ordinary shares of the Company, which would require the making of a mandatory offer for the remaining ordinary shares pursuant to Rule 9 of the Takeover Code. Conversion in full is permitted on the unconditional declaration of an offer for the Company. In all other respects the non-voting shares shall rank pari passu with the ordinary shares.
On 15 April 2010, the Company issued 7,420,525 ordinary shares of 1p each at a price of 36p in relation to the settlement of certain deferred consideration liabilities. The issue resulted in an increase of £74,205 to share capital and £2,597,184 to merger reserve.
20. Merger reserve
Where the Group has issued shares as part of the consideration for acquisitions, the excess of fair value over the nominal value of the shares issued has been recognised in a Merger reserve. This follows the merger relief accounting rules under s611 of the Companies Act 2006.
In 2009, the Group impaired goodwill in relation to the Financial Planning and Insurance CGUs and a charge of £7,452,000 was recognised in the income statement. Of this total, £4,180,000 related to goodwill on acquisitions which had previously contributed to the merger reserve. Accordingly, a transfer of £4,180,000 has been made this year between the merger reserve and retained earnings, in accordance with IAS 36 'Impairment of assets'.
21. Employee benefit expense
Staff costs, including Directors' remuneration, were as follows:
2010 | 2009 | ||
£'000 | £'000 | ||
Wages and salaries | 32,739 | 36,651 | |
Social security costs | 3,396 | 3,905 | |
Pension costs | 1,361 | 1,864 | |
Share based payments | 848 | 1,362 | |
Termination payments | 960 | 1,874 | |
39,304 | 45,656 |
Key management, being the plc Board and Operating Board, compensation was as follows:
2010 | 2009 | ||
£'000 | £'000 | ||
Wages and salaries | 1,822 | 1,956 | |
Pension costs | 144 | 116 | |
Share based payments | 894 | 911 | |
Termination payments | - | 130 | |
2,860 | 3,113 |
The average monthly number of employees, including Directors, during the year was as follows:
No. | No. | ||
Sales | 518 | 623 | |
Administration | 380 | 365 | |
Group | 117 | 135 | |
1,015 | 1,123 |
Details of the Directors' emoluments, share and share option awards and pension entitlements are given in the Remuneration Report on pages 8 to 9.
22. Exceptional costs
Exceptional costs are those items the Group considers to be one-off or material in nature that should be brought to the reader's attention in understanding the Group's financial performance. These costs are not associated with the ongoing activities of the Group. Exceptional costs are as follows.
2010 | 2009 | |
£'000 | £'000 | |
Reorganisation and rationalisation costs | ||
Staff related costs | 733 | 1,874 |
Property, systems integration and related costs | 352 | 2,879 |
1,085 | 4,753 | |
Impairment charges | ||
Goodwill impairment | - | 7,452 |
1,085 | 12,205 |
23. Investment revenues
2010 £'000 | 2009 £'000 | ||
Bank interest Dividends from available for sale investments | 31 1 | 78 2 | |
32 | 80 |
24. Finance costs
2010 £'000 | 2009 £'000 | ||
Interest expense | |||
Interest on borrowings | 1,205 | 1,450 | |
Finance lease liabilities | 3 | 10 | |
Amortisation of loan facility costs | 92 | 141 | |
Other | 107 | 103 | |
Fees relating to cancellation of debt facility | |||
Interest rate swap exit | 1,076 | - | |
Loan arrangement fees previously capitalised | 412 | - | |
2,895 | 1,704 |
25. Income tax credit
2010 £'000 | 2009 £'000 | |
Current tax expense / (credit) | ||
Current tax on profit / (loss) for the year | 1,552 | 443 |
Adjustment in respect of prior years | (419) | (959) |
Total current tax expense / (credit) | 1,133 | (516) |
Deferred tax credit | ||
Origination and reversal of temporary differences | (1,819) | (1,136) |
Adjustment in respect of prior year | 81 | 173 |
Total income tax credit | (605) | (1,479) |
The tax on the Group's profit / (loss) before tax differs from the standard rate of Corporation Tax in the UK of 28% (2009: 28%) for the reasons identified below.
2010 | 2009 | |
£'000 | £'000 | |
Profit / (loss) before income tax | 278 | (11,327) |
Tax calculated at UK Corporation Tax rate of 28% (2009: 28%) | 78 | (3,172) |
Expenses and income not deductable for tax purposes | 107 | 2,479 |
Effect of reduction in UK tax rate | (452) | - |
Adjustments to tax charge in respect of prior periods | (338) | (786) |
Total income tax credit | (605) | (1,479) |
26. Profit / (loss) for the year
Profit / (loss) for the year has been arrived at after charging the following items:
2010 | 2009 | ||
£'000 | £'000 | ||
Amortisation of intangible assets | - software costs | 171 | 155 |
- other intangible assets | 4,542 | 4,543 | |
Impairment charges | - | 7,452 | |
Depreciation of property, plant and equipment | - Owned assets | 839 | 860 |
- Assets held under finance lease | - | 5 | |
Loss on disposal of property, plant and equipment | 24 | 33 | |
Loss on disposal of available for sale investments | - | 4 | |
Minimum lease payments under operating leases | - vehicles and equipment | 375 | 491 |
- office space | 1,971 | 1,942 | |
Auditors remuneration | |||
Fees payable to the Company's auditors for the audit of the parent Company and the consolidated financial statements | 42 | 34 | |
Fees payable to the Company's auditors for other services | |||
- The audit of the Company's subsidiaries pursuant to legislation | 135 | 114 | |
- Other services pursuant to legislation | 43 | 40 | |
- Tax services | 40 | 21 |
27. Earnings / (loss) per share
2010 | 2009 | ||
Profit / (loss) for the year (£'000) | 883 | (9,848) | |
Amortisation and exceptionals (net of tax) (£'000) | 4,237 | 13,283 | |
Underlying profit for the year (£'000) 1 | 5,120 | 3,435 | |
Weighted average shares in issue (number) | Basic | 81,065,125 | 49,171,789 |
Diluted | 81,171,099 | 49,436,018 | |
Earnings / (loss) per share (pence) | Basic | 1.1 | (20.0) |
Diluted 2 | 1.1 | (20.0) | |
Amortisation and exceptionals (net of tax) per share (pence) | Basic | 5.2 | 27.0 |
Diluted | 5.2 | 26.9 | |
Underlying earnings per share 1 (pence) | Basic | 6.3 | 7.0 |
Diluted | 6.3 | 6.9 |
1 Before deduction of amortisation of intangible fixed assets, exceptional items and fees relating to cancellation of debt facility
2 In accordance with IAS33 Earnings per Share, the weighted average shares in issue has been used to calculate the 2009 loss per share due to the antidilutive nature of losses
28. Cash generated from operations
2010 £'000 | 2009 £'000 | |||
Profit / (loss) for the year | 883 | (9,848) | ||
Adjustments for: | ||||
Investment revenues | (32) | (80) | ||
Finance costs | 2,895 | 1,704 | ||
Income tax | (605) | (1,479) | ||
Depreciation of property, plant and equipment | 839 | 865 | ||
Amortisation of intangible assets | 4,713 | 4,698 | ||
Impairment charges | - | 7,452 | ||
Share-based payment expense | 848 | 1,362 | ||
(Decrease) / increase in provisions | (160) | 582 | ||
Operating cash flows before movement in working capital | 9,381 | 5,256 | ||
Decrease in receivables | 3,543 | 3,295 | ||
Increase / (decrease) in payables | (8,326) | 132 | ||
Cash generated from operations | 4,598 | 8,683 |
29. Commitments
Operating lease commitments
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
2010 | 2009 | ||
£'000 | £'000 | ||
Within one year | 1,689 | 2,146 | |
In the second to fifth years inclusive | 5,804 | 3,993 | |
After five years | 4,216 | 848 | |
11,709 | 6,987 |
Contingent liabilities
There are no contingent liabilities at the balance sheet date (2009: nil). Details of contingent consideration payable are presented in note 4.
30. Subsidiary companies
The following is a list of all the Group subsidiary companies at 30 September 2010. Unless otherwise shown, the capital of each company is wholly owned, is in ordinary shares and is registered and operates in England and Wales.
Name of company | Note | Nature of business |
Subsidiary undertakings Jelf Insurance Brokers Limited Jelf Professions Limited John Lampier & Son Limited Jelf Wellbeing Limited Jelf Financial Planning Limited Jelf Commercial Finance Limited Goss Risk Management Limited Manson Insurance Group Limited Manson Insurance Brokers Limited Manson Warner Healthcare Limited Manson Financial Services Limited Argyll Insurance (Holdings) Limited Argyll Insurance Services Limited Argyll Financial Services Limited Kelquota Limited Clarke Roxburgh Financial Planning Limited Clarke Roxburgh Insurance Brokers Limited Clarke Roxburgh Mortgages Limited Goss Group Limited Cheltenham Insurance Brokers Limited Jelf Corporate Healthcare Limited Bartlett Davies Bicks Limited A Wills & Co Limited The Purple Partnership Limited
|
1,2
1,2 1,2 1,2 1
1 2 2
2 1,2 2 2
1
2 2 2 2 2 2,3 |
Insurance Brokers Insurance Brokers Insurance Brokers Healthcare and Employee Benefits Financial planning Commercial Finance Non trading Holding company Insurance Brokers Healthcare Non trading Holding company Insurance Brokers Non trading Holding company Non trading Insurance Brokers Non trading Holding company Non trading Non trading Non trading Non trading Insurance broker network
|
1 Regulated by the Financial Services Authority
2 Subsidiary of Jelf Group plc
3 The Group owns 75% of the ordinary share capital of the company
31. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
During the year, the Group paid a total of £165,500 (2009: £171,000) for premises at Yate and Newton Abbott. These buildings are owned by Fromeforde Partners LLP, the partners of which are Directors of Group companies. At the year end, an amount of £nil (2009: £nil) was owed to Fromeforde Partners.
During the year the Group made payments of £232,000 (2009: £618,214) cash and issued shares of £2,571,000 (2009: nil) to the vendors of Manson Insurance Group Limited, in respect of deferred consideration relating to that company's acquisition in January 2008. Certain of the vendors are directors of subsidiary companies.
During the year, the Group made a payment of £2,570,000 (2009: £2,459,436) to the vendors of John Lampier & Son Ltd, in respect of deferred consideration relating to that company's acquisition in July 2007. Certain of the vendors are directors of subsidiary companies.
During the year, the Group made payments of £650,000 (2009: £750,000) cash and issued shares of £100,000 (2009: nil) to the vendors of Argyll Insurance (Holdings) Limited as deferred consideration in respect of the acquisition of that company. Certain of the vendors are directors of subsidiary companies.
During the year the Group made payments totalling £2,536,000 (2009: £1,808,009) to the vendors of Kelquota (Clarke Roxburgh), as deferred consideration in respect of the acquisition of that company. Certain of the vendors are directors of subsidiary companies.
During the year the Group made no payments (2009: £88,000) to the vendors of Goss Group Limited, in respect of deferred consideration relating to that company's acquisition in March 2006. Certain of the vendors are directors of subsidiary companies.
Jelf Group plc owns 75% of The Purple Partnership Limited. Alex Alway and Phil Barton are Directors of both the Company and The Purple Partnership Limited. The Company charged £86,000 (2009: £80,000) of administrative costs to The Purple Partnership Limited during the year. Jelf Group plc also made payments to suppliers on behalf of The Purple Partnership Limited and then recharged these on to the Company. The balance payable by Jelf Group plc to The Purple Partnership Limited at 30 September 2010 was £9,194 (2009: payable to Jelf Group plc £95,733).
32. Copies of the Financial Statements
Copies of this consolidated Group Annual Report and Accounts are available on the Group's website (www.jelfgroup.com) or from the Company Secretary at the Company's registered office: Fromeforde House, Church Road, Yate, Bristol, BS37 5JB.
33. Impact of finance bill 2010-2011
Prior to the year end, the UK government has substantially enacted a reduction in the main corporation tax rate which will take effect from 1 April 2011. The main rate of corporation tax will be reduced from 28 per cent to 27 per cent on this date.
The UK government's proposed reductions of the main rate of corporation tax by 1 per cent per year to 24 per cent by 1 April 2014 are expected to be enacted separately each year. The overall effect of the further changes from 27 per cent to 24 per cent, if these applied to the deferred tax balance at 30 September 2010, would be to reduce the deferred tax liability by approximately £1,358,036 (being £452,679 recognised in 2011, £452,679 recognised in 2012 and £452,679 recognised in 2013).
34. Post balance sheet events
On 15 October 2010 the asset finance and property consultancy business of the Group was sold for £73,000. After deducting disposal costs, a profit of £40,000 was realised. The performance of the discontinued activity is not shown separately in the income statement as it is not material to the results of the Group.
Related Shares:
JLF.L