22nd Jul 2010 07:00
AIM: MERC
22 July 2010
Merchant Securities Group plc
("Merchant Securities" or "the Group" or "the Company")
Final results for the year ended 31 March 2010
Highlights
·; Group firmly returned to profitability - strong H2 performance
·; Revenue increased by 40% to £7.61m (2009: £5.43m), reflecting:
- increased revenue contributions across all activities
- seven month contribution from Cavendish Young
·; Pre-tax profit rose to £0.64m (2009: loss of £4.58m)
Underlying profit before tax of £1.26m* (2009: loss of £0.50m**)
·; Earnings per share increased to 1.09p (2009: loss of 10.63p)
Underlying earnings per share of 2.16p (2009: loss of 0.94p)
·; Strong balance sheet - net cash up 42% to £3.06m at 31 March 2010 (2009: £2.15m)
·; Integration of businesses completed in H2 and principal subsidiary now trading as "Merchant Securities Limited"
·; Private client wealth management division performed very strongly
- seven month contribution from Cavendish Young, acquired in September 2009
- private client funds under advice and discretionary management rose by 137% to £181m
·; Corporate finance division - 19 transactions completed in the year, including two AIM admissions (out of the 36 admissions to AIM in the 2009 calendar year)
·; Institutional sales & research - commission income rose by 20%
- full year of technical research product "Mercantalyst"
- new research product launched and key appointments made post period
·; Board views prospects for continuing growth with confidence
(* underlying profits are before amortisation and discretionary profit share)
(** underlying profits are before goodwill impairment, revaluation of investments and non-recurring items)
John Green, Chairman, Merchant Securities Group plc, says:
"As we expected, the Group moved firmly into profits over the course of the financial year and we closed the year with profit before taxation significantly ahead of market expectations.
This pleasing result represents the culmination of the business turnaround programme we commenced in mid 2008. It reflects both an improvement in trading conditions for some of our activities as well as the benefits of the changes we have made to the business, including the acquisition of the wealth management business, Cavendish Young, and the expansion of our institutional research products.
The private client wealth management division achieved a particularly strong result, boosted by the addition of Cavendish Young in September 2009. We also completed the integration of our corporate finance businesses, now renamed Merchant Securities Limited.
With the business turnaround completed and profitability restored, the Group is well placed to build on its current position, which is underpinned by a robust balance sheet, with negligible borrowings and a strong net cash position. We expect to see all our divisions make further progress over the new financial year and will continue to consider any complementary acquisitions and additional senior appointments."
For further information please contact: |
||
Merchant Securities Group plc Patrick Claridge, Chief Executive John Foster-Powell, Chief Financial Officer
|
T: 020 7375 9022 | |
Arden Partners plc
Richard Day Matthew Armitt
|
T: 020 7614 5917 | |
Biddicks
Katie Tzouliadis Sophie Lane
|
T: 020 7448 1000 |
Based in London, Merchant Securities Group plc provides a broad range of financial services to private clients, institutions and companies. Specific services include private client investment and wealth management, institutional sales, research and trading, corporate finance and corporate broking. The Group's principal subsidiary, Merchant Securities Limited, is authorised and regulated by the Financial Services Authority, a member of the London Stock Exchange and an approved Nominated Adviser to AIM companies.
Website: www.merchantsecurities.co.uk
The Company has convened its Annual General Meeting, to be held at 51-55 Gresham Street, London EC2V 7HQ, for 22 September 2010, at 10.00 am.
Financial statements for the year ended 31 March 2010 will be posted by 7 August 2010 to shareholders on the register on 30 July 2010 and will also be available from the Company's registered office, 51-55 Gresham Street, London EC2V 7HQ. Alternatively, the document will be available to be viewed or downloaded from the Company's website: www.merchantsecurities.co.uk
CHAIRMAN'S STATEMENT
Introduction
I am very pleased to report Merchant Securities' results for the year ended 31 March 2010. As we expected, the Group moved firmly into profits over the course of the financial year. After an encouraging first half performance, the second half delivered a much better than expected outcome, as outlined in our trading update on 21 April 2010, and we closed the year with profit before taxation significantly ahead of market expectations.
This pleasing result represents the culmination of the business turnaround programme we commenced in mid 2008. It reflects both an improvement in trading conditions for some of our activities as well as the benefits of the changes we have made to the business, including the acquisition of the wealth management business, Cavendish Young, and the expansion of our institutional research products.
The private client wealth management division achieved a particularly strong result, boosted by the addition of Cavendish Young towards the end of the first half, in September 2009. We also completed the integration of our corporate finance businesses, Merchant Securities Group Limited and John East & Partners Limited, in October last year. On 12 July 2010, the combined business changed its name to "Merchant Securities Limited", following the Group's change of name to "Merchant Securities Group plc", and Merchant Securities Limited now incorporates all the Group's activities except for wealth management.
Financial Results
Revenue for the year ended 31 March 2010 increased by 40 per cent. to £7.61 million, from £5.43 million last year. This reflected strong growth across all three divisions as well as a seven month contribution from Cavendish Young, the independent financial advisory business we acquired in September 2009. The Group moved strongly into profit during the course of the financial year and particularly in the second half, and it is pleasing to see the loss before taxation of £4.58 million reported last year reverse into a profit before taxation of £0.64 million this financial year. This represents a £5.2 million turnaround, year-on-year. The underlying profit before goodwill amortisation and discretionary profit share for the year was £1.26 million. This compared to a reported loss on the same basis of £0.50m last year. Earnings per share increased to 1.09p (2009: loss of 10.63p) and underlying earnings per share were 2.16p (2009: loss of 0.94p).
The Group's balance sheet is strong, with negligible borrowings and net cash of £3.06 million at the year end showing a 42 per cent. increase over the same date last year (2009: net cash of £2.15 million). Net tangible assets at 31 March 2010 stood at £3.3 million, representing a 14 per cent. increase over last year (2009: £2.9 million).
Business Progress
All the Group's three key activities, private client wealth management, institutional sales and research and corporate finance, increased revenues year-on-year.
Private Client Wealth Management
Our private client wealth management services outperformed expectations during the year under review, helped by the improvement in trading conditions. Over the twelve months, we extended the range of services we offer and launched three additional managed funds in the first half, taking our total to nine. In September 2009, the business took a significant step forward with the acquisition of Cavendish Young Limited, the private client wealth management company, which we subsequently rebranded as "Merchant Cavendish Young". This acquisition has helped to boost our funds under advice and discretionary management to £181 million (2009: £76m).
Since the year end, the volumes in our private client wealth management business have continued to grow strongly. In May 2010, Merchant Cavendish Young was ranked in the top 25 IFAs in the UK by Private Client Practitioner Magazine. This recognition is especially pleasing as the ranking is based on independent research on the most successful companies providing fee-based advice to high net worth individuals.
Institutional Sales and Research
Institutional secondary commission revenue continues to grow consistently, with income rising by 20 per cent. compared to last year. This result was helped by a full year's contribution from "Mercantalyst", our highly regarded technical research product. In May 2009, we expanded our technical analysis offering with a new weekly product, "Objectivyst". This complements Mercantalyst and its uptake has surpassed expectations.
As previously indicated, we have ambitions to build our institutional sales and research capability. Following the year end, we have made further progress in strengthening our team. Most recently, in June 2010, we were delighted to announce the appointment of Chris Smith as a senior executive to establish our research capability in the Financials sector. Chris has extensive experience as a top ranked financials analyst, covering pan-European financial stocks and will join in September.
Corporate Finance
The corporate finance division worked on 19 transactions in the year, including two of the 36 new admissions to AIM in the 2009 calendar year and ended the financial year with 28 corporate clients. Furthermore, our private equity team, which raises capital for unquoted companies, raised £8 million in five transactions during the year. Whilst IPO activity remained subdued, we continued to grow revenues from retainers, secondary issues and advisory activities. I am pleased to highlight that our corporate finance team was the lead adviser to the AIM Transaction of the Year 2009, for long-standing client Toluna plc in its acquisition of the business and assets of the Internet Survey Solutions division of Greenfield Online Inc., a subsidiary of Microsoft Corporation Inc.
In June 2010 we were delighted to announce the appointment of Lindsay Mair to our corporate finance team, starting with us in September. Lindsay has over 20 years' experience of the UK Small and Mid Cap sector, including many years as head of corporate finance at Daniel Stewart.
The new financial year has started well. We are actively seeking to increase the number of corporate clients for which we act and since the start of the new financial year, we have been successful in adding several new corporate clients to our list. The private equity team continues to raise funds for private companies in the sub £10 million sector.
Integration
As planned, by October 2009, we completed the integration of our two main subsidiaries, Merchant Securities Group Limited and John East & Partners Limited. The combination of these two subsidiaries means that all the Group's activities, except for private client wealth management, are now managed in a single subsidiary. Recently, in early July, we changed this subsidiary's name from "Merchant John East Securities Limited" to "Merchant Securities Limited". At the same time, we also relocated all our London-based activities into a new office in Gresham Street in the City of London. Of our two former offices, we are in the process of assigning the lease on one and the lease on the other expires on 24 September this year.
Thanks are due to my co-directors and all members of staff who have worked hard and successfully in challenging market conditions.
Outlook
With the business turnaround completed and profitability restored, the Group is well placed to build on its current position, which is underpinned by a robust balance sheet with negligible borrowings and a strong net cash position. We expect to see all our divisions make further progress over the new financial year and will continue to consider any complementary acquisitions and additional senior appointments.
I look forward to providing further updates in due course.
John Green
Chairman
21 July 2010
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2010
Continuing operations
|
|
Year ended 31 March 2010 |
|
Year ended 31 March 2009 |
|
||
|
Notes |
£000 |
£000 |
|
£000 |
£000 |
|
Revenue |
2 |
|
7,611 |
|
|
5,425 |
|
Cost of sales |
|
|
(1,281 |
) |
|
(829 |
) |
Gross profit |
|
|
6,330 |
|
|
4,596 |
|
Other income |
|
|
- |
|
|
40 |
|
General administrative expenses |
3 |
5,087 |
|
|
5,266 |
|
|
Profit share accrual |
|
426 |
|
|
- |
|
|
Impairment of goodwill |
5 |
- |
|
|
2,624 |
|
|
Impairment of intangible assets |
6 |
- |
|
|
647 |
|
|
Amortisation of intangible assets |
6 |
194 |
|
|
120 |
|
|
Revaluation of trading investments |
|
- |
|
|
382 |
|
|
Loss on disposal of investments held for sale |
|
- |
|
|
15 |
|
|
Non-recurring items |
|
- |
|
|
287 |
|
|
|
|
|
(5,707 |
) |
|
(9,341 |
) |
Operating profit/(loss) |
|
|
623 |
|
|
(4,705 |
) |
Investment revenues |
|
|
19 |
|
|
147 |
|
Finance costs |
|
|
(2 |
) |
|
(19 |
) |
|
|
|
|
|
|
|
|
Profit / (loss) before taxation |
|
|
640 |
|
|
(4,577 |
) |
Taxation |
|
|
(129 |
) |
|
108 |
|
Profit / (loss) for the year attributable to equity holders of the Company |
|
|
511 |
|
|
(4,468 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
Revaluation of available for sale investments |
|
|
- |
|
|
(36 |
) |
|
|
|
|
|
|
|
|
Total comprehensive income for the year net of tax |
|
|
511 |
|
|
(4,504) |
|
Earnings per share |
|
|
|
|
|
|
|
Basic |
4 |
|
1.09p |
|
|
(10.63p |
) |
Diluted |
4 |
|
0.97p |
|
|
(10.63p |
) |
The profit / (loss) for the year attributable to equity holders of the Company is as follows: |
|
|
|
|
|
|
|
Underlying profit /(loss) |
|
|
*1,260 |
|
|
**(502 |
) |
Impairment of goodwill |
5 |
- |
|
|
2,624 |
|
|
Impairment of intangible assets |
6 |
- |
|
|
647 |
|
|
Amortisation of intangible assets |
6 |
194 |
|
|
120 |
|
|
Profit share accrual |
|
426 |
|
|
- |
|
|
Revaluation of investments held for sale |
|
- |
|
|
382 |
|
|
Loss on disposal of investments held for sale |
|
- |
|
|
15 |
|
|
Non-recurring items |
|
- |
|
|
287 |
|
|
|
|
|
(620 |
) |
|
(4,074 |
) |
|
|
|
640 |
|
|
(4,576 |
) |
Taxation |
|
|
(129 |
) |
|
108 |
|
|
|
|
511 |
|
|
(4,468 |
) |
Underlying earnings per share based on the underlying profit /(loss) |
|
|
|
|
|
|
|
Basic EPS after adding back above expenses |
4 |
|
2.16p |
|
|
(0.94p |
) |
Diluted EPS after adding back above expenses |
4 |
|
1.92p |
|
|
(0.94p |
) |
|
|
|
|
|
|
|
|
No dividends were paid during the year (2009: £Nil).
* Underlying profits are before amortisation and discretionary profit share.
** Underlying profits are before goodwill impairment, intangible asset impairment and amortisation, revaluation of investments and non-recurring items.
Consolidated Statement of Financial Position
as at 31 March 2010 Registered No. 05347651
|
|
|
|
2010 |
|
2009 |
|
||
|
|
Notes |
|
£000 |
£000 |
|
£000 |
£000 |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
Goodwill |
|
5 |
|
|
2,554 |
|
|
2,554 |
|
Intangible assets |
|
6 |
|
|
623 |
|
|
562 |
|
Property, plant and equipment |
|
|
|
|
137 |
|
|
275 |
|
Available-for-sale investments |
|
|
|
|
- |
|
|
- |
|
Trade and other receivables |
|
|
|
|
150 |
|
|
150 |
|
Deferred tax asset |
|
|
|
|
12 |
|
|
- |
|
|
|
|
|
|
3,476 |
|
|
3,541 |
|
Current assets |
|
|
|
|
|
|
|
|
|
Trade and other receivables |
|
7 |
|
1,249 |
|
|
1,027 |
|
|
Trading investments |
|
|
|
- |
|
|
- |
|
|
Cash and cash equivalents |
|
|
|
3,141 |
|
|
2,153 |
|
|
|
|
|
|
4,390 |
|
|
3,180 |
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
|
(1,129 |
) |
|
(726) |
|
|
Short-term borrowings |
|
|
|
(76 |
) |
|
- |
|
|
|
|
|
|
(1,205 |
) |
|
(726) |
|
|
Net current assets |
|
|
|
|
3,185 |
|
|
2,454 |
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
|
|
(228 |
) |
|
- |
|
Deferred tax liabilities |
|
|
|
|
(3 |
) |
|
(16 |
) |
|
|
|
|
|
(231 |
) |
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
Total assets less liabilities |
|
|
|
|
6,430 |
|
|
5,978 |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
Share capital |
|
|
|
|
3,272 |
|
|
3,272 |
|
Share premium account |
|
|
|
|
11,705 |
|
|
11,705 |
|
Other reserves |
|
|
|
|
(3,845 |
) |
|
(3,845 |
) |
Share-based payment reserve |
|
8 |
|
|
287 |
|
|
292 |
|
Retained earnings |
|
|
|
|
(4,935 |
) |
|
(5,446 |
) |
Treasury shares |
|
|
|
|
(54 |
) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the Company |
|
|
|
6,430 |
|
|
5,978 |
|
These financial statements were approved by the board of directors and authorised for issue
on 21 July 2010.
Consolidated Cash Flow Statement
for the year ended 31 March 2010
|
|
|
2010 |
|
2009 |
|
|
Notes |
|
£000 |
|
£000 |
|
Cash flows from operating activities |
|
|
|
|
|
|
Cash generated from/(used in) operations |
9 |
|
1,024 |
|
(1,087 |
) |
Interest received |
|
|
19 |
|
147 |
|
Interest paid |
|
|
(2 |
) |
(19 |
) |
Tax received/ (paid) |
|
|
- |
|
(92 |
) |
|
|
|
|
|
|
|
Net cash generated from/(used in) operating activities |
|
|
1,041 |
|
(1,051 |
) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Acquisition of subsidiary business |
|
|
(60 |
) |
(50 |
) |
Purchase of property, plant and equipment |
|
|
(15 |
) |
(11 |
) |
Proceeds from disposal of held-for-sale investments |
|
|
- |
|
25 |
|
Purchase of held-for-sale investments |
|
|
- |
|
(75 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(75 |
) |
(111 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Purchase of treasury shares |
|
|
(54) |
|
- |
|
Proceeds from issue of shares (net of issue costs) |
|
|
- |
|
1,522 |
|
|
|
|
|
|
|
|
Net cash generated from financing activities |
|
|
(54) |
|
1,522 |
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
912 |
|
360 |
|
Cash and cash equivalents at beginning of year |
|
|
2,153 |
|
1,793 |
|
Cash and cash equivalents at end of year |
|
|
3,065 |
|
2,153 |
|
Consolidated Statement of Changes in Equity
for the year ended 31 March 2010
|
Share capital £000 |
|
Share premium £000 |
|
Other reserves £000 |
|
Revaluation reserve £000 |
|
Share-based payment reserve £000 |
|
Retained earnings £000 |
|
Treasury Shares £000 |
|
Total equity £000 |
|
Balance at 1 April 2008 |
3,115 |
|
10,340 |
|
(3,845 |
) |
36 |
|
152 |
|
(978 |
) |
- |
|
8,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Movement in revaluation of available for sale investments |
- |
|
- |
|
- |
|
(36 |
) |
- |
|
- |
|
- |
|
(36 |
) |
Net loss for the year |
- |
|
- |
|
- |
|
- |
|
- |
|
(4,468 |
) |
- |
|
(4,468 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
- |
|
- |
|
- |
|
(36 |
) |
- |
|
(4,468 |
) |
- |
|
(4,504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from new share issue (net of issue costs) |
157 |
|
1,365 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1,522 |
|
Recognition of share-based payments |
- |
|
- |
|
- |
|
- |
|
140 |
|
- |
|
- |
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2009 |
3,272 |
|
11,705 |
|
(3,845 |
) |
- |
|
292 |
|
(5,446 |
) |
- |
|
5,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the year |
- |
|
- |
|
- |
|
- |
|
- |
|
511 |
|
- |
|
511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
- |
|
- |
|
- |
|
- |
|
- |
|
511 |
|
- |
|
511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of Shares |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(54 |
) |
(54 |
) |
Recognition of share-based payments |
- |
|
- |
|
- |
|
- |
|
(5 |
) |
- |
|
- |
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2010 |
3,272 |
|
11,705 |
|
(3,845 |
) |
- |
|
287 |
|
(4,935 |
) |
(54 |
) |
6,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the Consolidated Financial Statements
for the year ended 31 March 2010
1. General Information
The financial information set out in this announcement does not constitute statutory accounts as defined in the Companies Act 2006.
The financial information for the year ended 31 March 2009 has been extracted from the Group's financial statements to that date which received an unmodified auditors' report and have been delivered to the Registrar of Companies. The financial information for the year ended 31 March 2010 has been extracted from the Group's financial statements to that date which have received an unmodified auditor's report but have not yet been delivered to the Registrar of Companies.
2. Revenue and Gross Profit by Segment
The Group's results for the year ended 31 March 2010, all of which were generated within the United Kingdom, can be analysed by product as follows:
The Group is currently managed through three operating divisions - Private Client Wealth Management, Institutional Broking and Corporate. The principal activities of these three divisions are as follows:
·; Private Client - the provision of advisory stockbroking, discretionary portfolio management and wealth management to individuals, trusts, pension funds, charities and companies.
·; Institutional - Institutional sales and research.
·; Corporate - corporate finance and broking for small to mid-cap UK listed companies and private equity fundraising.
Sales between units are carried out on an arms length basis. Revenue reported below represents revenue from external customers.
|
|
2010 £000 |
|
2009 £000 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
Private Client |
|
4,048 |
|
2,396 |
|
Institutional broking |
|
1,559 |
|
1,199 |
|
Corporate |
|
2,004 |
|
1,830 |
|
|
|
7,611 |
|
5,425 |
|
|
|
|
|
|
|
Profit/(loss) before tax |
|
|
|
|
|
Private client |
|
1,006 |
|
(253 |
) |
Institutional broking |
|
548 |
|
355 |
|
Corporate |
|
(294 |
) |
(714 |
) |
Central |
|
(620 |
) |
(3,965 |
) |
|
|
640 |
|
(4,577 |
) |
|
|
|
|
|
|
Total assets - Central |
|
7,866 |
|
6,721 |
|
|
|
|
|
|
|
Total liabilities - Central |
|
1,436 |
|
743 |
|
The Group does not allocate its balance sheet between business segments. There are no transactions with an external customer which exceeds 10% of revenue.
3. Particular Administrative Expenses
The Group has disclosed separately the following items, due to their material effect on the accounts:
|
Notes |
2010 £000 |
|
2009 £000 |
|
|
|
|
|
|
|
Impairment of goodwill |
|
- |
|
2,624 |
|
Impairment of intangibles |
|
- |
|
647 |
|
Amortisation of intangibles |
|
194 |
|
120 |
|
Profit share accrual |
|
426 |
|
- |
|
Impairment of trading investments |
|
- |
|
382 |
|
Disposal of trading investments |
|
- |
|
15 |
|
One-off professional costs |
|
- |
|
85 |
|
Severance payments |
|
- |
|
155 |
|
Bad debts written-off |
|
- |
|
47 |
|
|
|
620 |
|
4,075 |
|
4. Earnings Per Share
Basic earnings per share are based on the post-tax profit for the year of £511,000 (2009: loss of £4,468,000) and on 46,897,270 ordinary 1p shares (2009: 42,021,243) being the weighted average number of shares in issue during the year.
The effect of all potential ordinary shares under option is dilutive. Details of the share options issued which could be dilutive in the future are set out in note 8.
Calculations are as follows:
Earnings for the purpose of basic and diluted earnings per share |
2010 £000 |
|
|
2009 £000 |
|
||
|
|
|
|
|
|
|
|
Net profit / (loss) attributable to equity holders of the Group |
|
511 |
|
|
|
(4,468 |
) |
|
|
|
|
|
|
|
|
Impairment of goodwill |
- |
|
|
2,624 |
|
|
|
Profit share accrual |
426 |
|
|
- |
|
|
|
Tax thereon |
(119) |
|
|
- |
|
|
|
Amortisation/Impairment of intangible assets |
194 |
|
|
767 |
|
|
|
Revaluation of investments held-for-sale |
- |
|
|
382 |
|
|
|
Loss and disposal of investments held-for-sale |
- |
|
|
15 |
|
|
|
Non-recurring costs |
- |
|
|
286 |
|
|
|
Expenses added back |
|
501 |
|
|
|
4,074 |
|
|
|
|
|
|
|
|
|
Underlying profit /(loss) after tax |
|
*1,012 |
|
|
|
** (394 |
) |
|
|
|
|
|
|
|
|
Number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purpose of calculating basic earnings per share |
|
46,897,270 |
|
|
|
42,021,243 |
|
Weighted average number of ordinary shares for the purpose of calculating diluted earnings per share |
|
52,445,032 |
|
|
|
47,220,057 |
|
|
|
|
|
|
|
|
|
Earnings per share (EPS) |
|
|
|
|
|
|
|
Basic EPS based on profit/(loss) attributable to equity holders |
|
1.09p |
|
|
|
(10.63p |
) |
Diluted EPS based on profit/(loss) attributable to equity holders |
|
0.97p |
|
|
|
(10.63p |
) |
|
|
|
|
|
|
|
|
Underlying earnings per share based on the underlying profit /(loss) |
|
|
|
|
|
|
|
Basic EPS after adding back above expenses |
|
2.16p |
|
|
|
(0.94p |
) |
Diluted EPS after adding back above expenses |
|
1.92p |
|
|
|
(0.94p |
) |
* Underlying profits are before amortisation and discretionary profit share.
** Underlying profits are before goodwill impairment, intangible asset impairment and amortisation, revaluation of investments and non-recurring items.
5. Goodwill
|
2010 |
|
2009 |
Cost |
£000 |
|
£000 |
At 1 April |
5,600 |
|
5,550 |
Recognised on acquisition of Merchant Securities Limited |
- |
|
50 |
|
|
|
|
At 31 March |
5,600 |
|
5,600 |
|
|
|
|
Impairment |
|
|
|
At 1 April |
3,046 |
|
422 |
Charge for the year |
- |
|
2,624 |
At 31 March |
3,046 |
|
3,046 |
|
|
|
|
Net Book Value |
|
|
|
At 31 March |
2,554 |
|
2,554 |
Goodwill acquired in a business combination is allocated to the cash generating units expected to benefit from the business combination. The Group tests goodwill annually for impairment or more frequently if deemed necessary. Goodwill of £1,528,000 (2009: £1,528,000) and £1,026,000 (2009: £1,026,000) has been allocated to the Private Client and Corporate cash generating units respectively
The carrying amount of the segments has been reduced to their recoverable amount through recognition of an impairment loss against goodwill (refer note 4). The impairment charge arose due to the change in market conditions during 2009. This charge has been included in the Consolidated Statement of Comprehensive Income.
Impairment tests for goodwill
Goodwill is allocated to the Group's cash-generating units ("CGUs") identified according to operating segment. Impairment of goodwill has been allocated to the following cash generating units: Private Client £nil (2009: £1,180,000) and Corporate £nil (2009: £1,444,000).
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. A discount rate of 9% per annum has been assumed throughout the period.
6. Intangible Assets
|
2010 |
|
2009 |
Cost |
£000 |
|
£000 |
At 1 April |
1,389 |
|
1,389 |
Recognised on acquisition of Merchant Cavendish Young |
255 |
|
- |
|
|
|
|
At 31 March |
1,644 |
|
1,389 |
|
|
|
|
Amortisation |
|
|
|
At 1 April |
180 |
|
60 |
Charge for the year |
194 |
|
120 |
|
|
|
|
At 31 March |
374 |
|
180 |
|
|
|
|
Impairment |
|
|
|
At 1 April |
647 |
|
- |
Impairment Charge |
- |
|
647 |
|
|
|
|
At 31 March |
647 |
|
647 |
|
|
|
|
Net Book Value |
|
|
|
At 31 March |
623 |
|
562 |
|
|
|
|
Intangible assets represent externally acquired trademarks, customer relationships and non-compete agreements.
Impairment tests for intangible assets
The Group has reviewed the carrying value of intangible assets in relation to trademarks, customer relationships and non-compete agreements acquired and has determined that there would be no requirement to write down the carrying value of its intangible assets. (2009: £647,000).
7. Cash and Cash Equivalents
Cash and cash equivalents consist of the Group's own cash at bank only.
8. Share Based Payments
The Group runs two equity-settled share based option schemes, an Enterprise Management Incentives ("EMI") scheme and an Executive Share Option Scheme ("EXSOS"). Options expire if the director or employee leaves the Group before exercise or if the options remain unexercised after the exercise period has lapsed. In September 2009, a new share option scheme was approved. As well as updating the terms and conditions of the options granted, share options were granted in lieu of share options issued previously. The significant modification to the original share options issued included the exercise price per share being reduced to 10p, compared to the market price of 7.25p at time of implementation.
The Group recognised a credit of £5,000 (2009: expense of £140,000) related to equity-settled share based payment transactions. The corresponding equity debit/credit has been allocated to the share-based payment reserve. No deferred tax charge or credit has been recognised.
a) EMI Scheme
At 31 March 2010 the following options have been granted and remain outstanding in respect of ordinary shares of 1p in the Company under the Company's EMI scheme.
Dates of grant |
9 September 2009 |
20 November 2008 |
24 August 2007 |
30 June 2006 - 30 October 2006 |
Exercisable |
9 September 2010- 8 September 2019 |
23 April 2010 - 19 November 2018 |
24 August 2009 - 8 October 2017 |
30 June 2008 - 29 October 2016 |
Number of shares |
3,991,078 |
716,083 |
235,000 |
617,901 |
Exercise price per share |
10p |
15.00p - 25.00p |
36.50p |
29.94p |
Fair value per share |
0.39p |
0.83p - 1.15p |
8.41p |
0.5p-23.56p |
|
|
|||
The fair value of the options has been calculated using the Black-Scholes model with the following inputs. Expected volatility is based on the historical share price volatility. |
||||
|
|
|
|
|
Share price at date of grant |
7.25p |
7.00p |
36.50p |
14.97p-50.00p |
Expected life |
2 years |
2.5 years |
2.5 years |
2.18 - 2.5 years |
Expected volatility |
25% |
67.4% |
29.9% |
29.9% |
Risk free rate |
3.00% |
3.62% |
4.08% |
4.68% |
Expected dividend yield |
Nil |
Nil |
Nil |
Nil |
The following table reconciles outstanding share options at the beginning and end of the financial year.
|
2010 |
|
2009 |
|||||
EMI Share option scheme |
Number of shares |
|
Weighted average exercise price |
|
Number of shares |
|
Weighted average exercise price |
|
1 April |
4,184,690 |
|
28.11p |
|
4,129,109 |
|
31.36p |
|
Granted |
3,991,078 |
|
10.00p |
|
1,421,083 |
|
18.11p |
|
Exercised |
- |
|
- |
|
- |
|
- |
|
Forfeited |
(26,700 |
) |
32.40p |
|
(1,365,502 |
) |
27.51p |
|
Waived |
(2,589,006 |
) |
28.68p |
|
- |
|
- |
|
31 March |
5,560,062 |
|
14.29p |
|
4,184,690 |
|
28.11p |
|
|
|
|
|
|
|
|
|
|
Exercisable |
2,176,027 |
|
18.52p |
|
1,469,603 |
|
29.94p |
|
|
|
|
|
|
|
|
|
|
b) EXSOS Scheme
At 31 March 2010 the following options have been granted and remain outstanding in respect of ordinary shares of 1p in the Company under the Company's EXSOS scheme.
Dates of grant |
9 September 2009 |
24 August 2007 |
30 June 2006 |
Exercisable two years following date of grant |
9 September 2010 - 8 September 2019 |
24 August 2009 - 23 August 2017
|
30 June 2008 - 29 June 2016 |
Number of shares |
167,005 |
70,000 |
167,016 |
Exercise price per share |
10.00p |
36.50p |
29.94p |
Fair value per share |
0.39p |
8.41p |
0.5p |
The fair value of the options has been calculated using the Black-Scholes model with the following inputs. Expected volatility is based on the historical share price volatility. |
|||
|
|
|
|
Share price at date of grant |
7.25p |
36.50p-38.50p |
14.97p |
Expected life |
2 years |
2.5 years |
2.5 years |
Expected volatility |
25% |
29.9% |
29.9% |
Risk free rate |
3% |
4.08% - 4.57% |
4.68% |
Expected dividend yield |
Nil |
Nil |
Nil |
The following table reconciles outstanding share options at the beginning and end of the financial year.
|
2010 |
|
2009 |
||||
EXSOS Share option scheme |
Number of shares |
|
Weighted average exercise price |
|
Number of shares |
|
Weighted average exercise price |
1 April |
1,050,473 |
|
33.13p |
|
1,356,339 |
|
33.08p |
Granted |
167,005 |
|
10.00p |
|
- |
|
- |
Exercised |
- |
|
- |
|
- |
|
- |
Forfeited |
- |
|
- |
|
(305,866 |
) |
32.92p |
Waived |
(813,457 |
) |
33.49p |
|
- |
|
- |
31 March |
404,021 |
|
22.83p |
|
1,050,473 |
|
33.13p |
|
|
|
|
|
|
|
|
Exercisable |
292,684 |
|
27.72p |
|
501,047 |
|
29.94p |
|
|
|
|
|
|
|
|
9. Cash Generated From Operations
|
Year ended |
|
Year ended |
|
|
31 March 2010 £000 |
|
31 March 2009 £000 |
|
|
|
|
|
|
Operating profit/(loss) for the year |
623 |
|
(4,705 |
) |
Adjustments for: |
|
|
|
|
Depreciation |
163 |
|
121 |
|
Impairment of goodwill |
- |
|
2,624 |
|
Amortisation of intangible assets |
194 |
|
120 |
|
Impairment of intangible assets |
- |
|
647 |
|
Revaluation of investments held for sale |
- |
|
382 |
|
Loss on sale of investments held-for-sale |
- |
|
15 |
|
Loss on disposal of property, plant and equipment |
- |
|
2 |
|
Share based payment expense |
(5) |
|
140 |
|
|
|
|
|
|
Changes in working capital: |
|
|
|
|
(Increase) / decrease in receivables |
(353 |
) |
2,208 |
|
Increase / (decrease) in payables |
402 |
|
(2,641 |
) |
Net cash inflow / (outflow) from operating activities |
1,024 |
|
(1,087 |
) |
10. Financial Commitments
Total commitments under leases entered into by the Group at 31 March were:
|
Land and buildings |
|
Other |
||||
|
2010 £000 |
|
2009 £000 |
|
2010 £000 |
|
2009 £000 |
Leases expiring: |
|
|
|
|
|
|
|
Within one year |
179 |
|
227 |
|
29 |
|
27 |
Between one and five years |
318 |
|
469 |
|
55 |
|
81 |
|
497 |
|
696 |
|
84 |
|
108 |
After the year end the Group had entered into an operating lease with regard to land and buildings. This lease is for a period of six years with an annual rental commitment of £227,240.
The lease expiring between one and five years relates to the Company's former premises at John Stow House, the lease of which is in the process of being assigned. The completion of the assignment will mitigate future lease obligations but will give rise to a non-recurring charge to the statement of comprehensive income in the current financial year.
11. Availability of accounts
Copies of the Financial Statements will be sent to shareholders by 7 August and will be available from the registered office of the Company at 51-55 Gresham Street, London EC2V 7HQ after that date and the Company website www.merchantsecurities.co.uk.
Related Shares:
Mercia Asset