28th May 2009 07:00
28 May 2009
Brewin Dolphin Holdings PLC
Interim Financial Report
For the Half Year Ending 29 March 2009
Highlights
|
Total managed funds £16.3 billion at 29 March 2009 (28 September 2008: £18.7 billion, 30 March 2008: £19.9 billion).
|
|
|
Discretionary funds £9.3 billion at 29 March 2009 (28 September 2008: £10.2 billion, 30 March 2008: £10.4 billion).
|
|
|
Total income £104.7 million (30 March 2008: £104.1 million) an increase of 1%.
|
|
|
Profit before tax after redundancy costs £13.6 million (30 March 2008: £21.8 million) a 38% decrease.
|
|
|
Profit before tax before redundancy costs £16.8 million (30 March 2008: £21.8 million) a 23% decrease.
|
|
|
Earnings per share after redundancy costs:
|
|
|
-
|
Basic earnings per share 4.5p (30 March 2008: 7.5p) a decrease of 40%.
|
|
-
|
Diluted earnings per share 4.4p (30 March 2008: 7.2p) a decrease of 39%.
|
|
Earnings per share before redundancy costs:
|
|
|
-
|
Basic earnings per share 5.6p (30 March 2008: 7.5p) a decrease of 25%.
|
|
-
|
Diluted earnings per share 5.4p (30 March 2008: 7.2p) a decrease of 25%.
|
Declaration of Interim Dividend
The Board is pleased to declare a maintained interim dividend of 3.55p per share. The interim dividend is payable on 24 September 2009 to shareholders on the register as at 21 August 2009, with an ex dividend date of 19 August 2009.
Jamie Matheson, Executive Chairman said
"In a period of continuing market turbulence Brewin Dolphin performed resiliently indicating the fundamental strength and scale of our business. There are some hopeful signs that the financial turmoil is easing. If this is so, then it will be good news for our clients and the Company."
For further information
Jamie Matheson, Executive Chairman |
Andrew Hayes / Wendy Baker |
Brewin Dolphin Holdings PLC |
Hudson Sandler |
020 7248 4400 |
020 7796 4133 |
Executive Chairman's Statement
To the members of Brewin Dolphin Holdings PLC
Introduction
This statement forms the Interim Management Report for the half year ending 29 March 2009.
Results and review of the past six months
I am pleased to report the Interim results for the six months ended 29 March 2009. Your Group achieved pre tax profits of £13.6 million after one-off costs of £3.2 million. The results before redundancy costs show a pre-tax profit of £16.8 million compared with £21.8 million in the equivalent period to March 2008.
In a period of continuing market turbulence Brewin Dolphin performed resiliently indicating the fundamental strength and scale of our business. Total income during the period was virtually unchanged at £104.7 million compared with £104.1 million in the equivalent period to March 2008.
Shareholders will not be surprised that rigorous attention has been paid to cost control and this is reflected in over £3 million of one-off costs, which will yield annualised savings of £4.8 million pre profit share. As you would expect we continuously review the company's cost base whilst never compromising the need to maintain the highest level of customer service as well as improved efficiency.
The performance of our Investment Management operations during the period was robust with operating profits showing a decline of only 6% to £16.6 million before redundancy costs of £2.9 million. Total income for the period from Investment Management was ahead by 5% to £101.2 million.
As expected Investment Banking was hard hit by market conditions and in particular the absence of corporate activity in the small and mid cap arena. Investment Banking saw a 54% decline in total income to £3.5 million and an operating loss of £0.8 million before redundancy costs of £0.3 million.
Fully diluted earnings per share before redundancy costs were 5.4p (4.4p after redundancy costs) compared with 7.2p in the comparable period last year. Your Board is pleased to announce that the Company will pay a maintained interim dividend of 3.55p per share payable on 24 September 2009.
During the period under review funds under management declined by 12.8% to £16.3 billion. Discretionary funds under management have fallen by 8.8% against a drop in the FTSE 100 Share Index of 23.4% and in the FTSE APCIMS Private Investor Balanced Portfolio Index of 13.5%.
At 29 March 2009 |
At 28 September 2008 |
% Change |
|
Indices |
|||
FTSE APCIMS Private Investor Series Balanced Portfolio |
2,236 |
2,586 |
-13.5% |
FTSE 100 |
3,899 |
5,089 |
-23.4% |
Funds |
|||
£ Billion |
£ Billion |
||
Discretionary funds under management |
9.3 |
10.2 |
-8.8% |
Advisory funds under management |
7.0 |
8.5 |
-17.6% |
Total managed funds |
16.3 |
18.7 |
-12.8% |
A year ago I said that the market background was more challenging than at any time since the early seventies. One year on that could be considered an understatement. Nevertheless your Group continues to pursue a strategy of judicious and considered growth by adding new teams, and where appropriate new offices, as well as continuing to drive organic growth from our existing offices. We have welcomed new fund managers during the period, all within our existing office network.
Related party transactions
Related party transactions are disclosed in note 2 to the Interim Financial Report.
Going concern
The Group has a strong balance sheet with net Firm's cash of £31.0 million at 29 March 2009
(30 March 2008: £31.0 million).
The Directors believe the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Group's forecasts and projections, taking account of possible adverse changes in trading performance, show that the Group should be able to operate within the level of its current financing arrangements. Accordingly, the Directors continue to adopt the going concern basis for the preparation of the financial statements.
Principal risks and uncertainties
Principal risks and uncertainties are covered in note 3 to the Interim Financial Report
Board changes
There have been no changes to your Board during the period but I did announce at the AGM that two directors, Mr Christopher Legge and Mr Simon Still, have indicated their intention to retire from the Board at the end of this financial year. Their contributions over the years have been considerable but their retirements have already been anticipated in the Group's succession planning and at this stage replacement Board members will not be sought.
Outlook
As ever our principal risk in the short term remains the threat of adverse market movements and it would be complacent, if not downright foolhardy, to assume increased stability in markets. However, there are some hopeful signs that the financial turmoil is easing. If this is so, then it will be good news for our clients and the Company.
The record low level of interest rates will affect our interest income in the second half but, that apart, we would anticipate a continuation of the resilient performance from our Investment Management business.
There are some signs of improvement in trading in our Investment Banking division and it is our firmly held view that the importance of equities in the global financial system will be proved ever greater by the recent turmoil. We continue to have faith in the division's medium term prospects.
Your Board remains fully committed to the strategy of increasing value to shareholders through pursuing careful and considered growth and we continue to be confident in our long term prospects.
Jamie Matheson
27 May 2009
Consolidated Income Statement
26 week period ended 29 March 2009
|
Unaudited 26 weeks to 29 March 2009 |
---------> |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
|||
Before redundancy costs |
Redundancy costs |
Total |
|||||
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
||
Continuing operations |
|||||||
Revenue |
89,617 |
- |
89,617 |
95,130 |
186,969 |
||
Other operating income |
15,101 |
- |
15,101 |
8,967 |
19,526 |
||
Total income |
4 |
104,718 |
- |
104,718 |
104,097 |
206,495 |
|
Staff costs |
(50,570) |
(3,192) |
(53,762) |
(52,038) |
(105,834) |
||
Other operating costs |
(38,383) |
- |
(38,383) |
(33,349) |
(70,607) |
||
(88,953) |
(3,192) |
(92,145) |
(85,387) |
(176,441) |
|||
Operating profit |
15,765 |
(3,192) |
12,573 |
18,710 |
30,054 |
||
Finance income |
5 |
1,600 |
- |
1,600 |
3,518 |
7,142 |
|
Finance costs |
5 |
(526) |
- |
(526) |
(428) |
(994) |
|
Profit before tax |
4 |
16,839 |
(3,192) |
13,647 |
21,800 |
36,202 |
|
Tax |
6 |
(5,162) |
894 |
(4,268) |
(6,447) |
(11,127) |
|
Profit attributable to equity shareholders of the parent from continuing operations |
11,677 |
(2,298) |
9,379 |
15,353 |
25,075 |
||
Earnings per share |
|||||||
From continuing operations |
|||||||
Basic |
7 |
5.6p |
4.5p |
7.5p |
12.2p |
||
Diluted |
7 |
5.4p |
4.4p |
7.2p |
11.7p |
||
Consolidated Statement of Recognised Income and Expense
26 week period ended 29 March 2009
Unaudited 26 weeks to 29 March 2009 |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
||
£'000 |
£'000 |
£'000 |
||
Loss on revaluation of available-for-sale investments |
(309) |
(600) |
(900) |
|
Deferred tax credit on revaluation of available-for-sale investments |
87 |
168 |
254 |
|
Actuarial loss on defined benefit pension scheme |
(1,047) |
(1,570) |
(4,375) |
|
Deferred tax credit on actuarial loss on defined benefit pension scheme |
293 |
440 |
1,225 |
|
Current tax credit on share-based payments |
17 |
- |
568 |
|
Deferred tax charge on share-based payments |
(46) |
(1,125) |
(1,255) |
|
Net expense recognised directly in equity |
(1,005) |
(2,687) |
(4,483) |
|
Profit for the period |
9,379 |
15,353 |
25,075 |
|
Total recognised income and expense for the period attributable to equity shareholders of the parent |
8,374 |
12,666 |
20,592 |
|
Consolidated Balance Sheet
As at 29 March 2009
Unaudited as at 29 March 2009 |
Unaudited as at 30 March 2008 |
Audited as at 28 September 2008 |
||
£'000 |
£'000 |
£'000 |
||
Note |
||||
ASSETS |
||||
Non-current assets |
||||
Goodwill |
9 |
92,682 |
75,040 |
93,023 |
Property, plant and equipment |
10 |
28,392 |
24,166 |
27,975 |
Available-for-sale investments |
11 |
10,317 |
10,926 |
10,626 |
Other receivables |
2,444 |
2,270 |
2,098 |
|
Total non-current assets |
133,835 |
112,402 |
133,722 |
|
Current assets |
||||
Trading investments |
11 |
596 |
1,307 |
724 |
Trade and other receivables |
263,112 |
290,948 |
283,404 |
|
Cash and cash equivalents |
50,313 |
52,915 |
60,546 |
|
Total current assets |
314,021 |
345,170 |
344,674 |
|
Total assets |
447,856 |
457,572 |
478,396 |
|
LIABILITIES |
||||
Current liabilities |
||||
Bank overdrafts |
1,094 |
999 |
3,717 |
|
Trade and other payables |
280,256 |
304,212 |
306,855 |
|
Current tax liabilities |
1,762 |
3,491 |
484 |
|
Provisions |
12 |
1,958 |
- |
2,068 |
Shares to be issued including premium |
13 |
5,197 |
7,674 |
8,233 |
Total current liabilities |
290,267 |
316,376 |
321,357 |
|
Net current assets |
23,754 |
28,794 |
23,317 |
|
Non-current liabilities |
||||
Retirement benefit obligation |
14 |
8,169 |
5,781 |
7,964 |
Deferred purchase consideration |
13 |
2,644 |
966 |
2,960 |
Deferred tax liability |
4,510 |
2,551 |
3,993 |
|
Shares to be issued including premium |
13 |
12,602 |
8,413 |
16,946 |
Total non-current liabilities |
27,925 |
17,711 |
31,863 |
|
Total liabilities |
318,192 |
334,087 |
353,220 |
|
Net assets |
129,664 |
123,485 |
125,176 |
|
EQUITY |
||||
Called up share capital |
16 |
2,114 |
2,073 |
2,080 |
Share premium account |
16 |
93,382 |
89,352 |
90,145 |
Revaluation reserve |
16 |
6,676 |
7,112 |
6,898 |
Merger reserve |
16 |
4,562 |
4,562 |
4,562 |
Profit and loss account |
16 |
22,930 |
20,386 |
21,491 |
Equity attributable to equity holders of the parent |
16 |
129,664 |
123,485 |
125,176 |
Consolidated Cash Flow Statement
26 week period ended 29 March 2009
|
Unaudited 26 weeks to 29 March 2009 |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
|
Note |
£'000 |
£'000 |
£'000 |
|
Net cash flow from operating activities |
15 |
3,102 |
(21,247) |
14,104 |
Cash flows from investing activities |
||||
Purchases of goodwill |
9 |
(5,287) |
(2,737) |
(10,681) |
Purchases of property, plant and equipment |
10 |
(5,976) |
(7,056) |
(15,746) |
Dividend received from available-for-sale investments |
- |
- |
404 |
|
Net cash used in investing activities |
(11,263) |
(9,793) |
(26,023) |
|
Cash flows from financing activities |
||||
Dividends paid to equity shareholders |
- |
(6,869) |
(21,500) |
|
Proceeds on issue of shares |
551 |
2,422 |
2,845 |
|
Net cash from / (used in) financing activities |
551 |
(4,447) |
(18,655) |
|
Net decrease in cash and cash equivalents |
(7,610) |
(35,487) |
(30,574) |
|
Cash and cash equivalents at the start of period |
56,829 |
87,403 |
87,403 |
|
Cash and cash equivalents at the end of period |
49,219 |
51,916 |
56,829 |
|
Firm's cash |
32,046 |
32,046 |
38,189 |
|
Firm's overdraft |
(1,094) |
(999) |
(3,717) |
|
Firm's net cash |
30,952 |
31,047 |
34,472 |
|
Client settlement cash |
18,267 |
20,869 |
22,357 |
|
Net cash and cash equivalents |
49,219 |
51,916 |
56,829 |
|
Cash and cash equivalents shown in current assets |
50,313 |
52,915 |
60,546 |
|
Bank overdrafts |
(1,094) |
(999) |
(3,717) |
|
Net cash and cash equivalents |
49,219 |
51,916 |
56,829 |
|
For the purposes of the cash flow statement, cash and cash equivalents include bank overdrafts.
Notes to the Interim Financial Report
1. General information and basis of preparation
The Company is a public limited company incorporated in the United Kingdom. The address of its registered office is 12 Smithfield Street, London EC1A 9BD. This condensed consolidated interim financial information was approved for issue on 27 May 2009.
A copy of this Interim Financial Report is available at the Company's registered office and a copy will be posted to all shareholders.
The condensed set of financial statements included in this Interim Financial Report for the 26 week period to 29 March 2009 has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union and the Interim Financial Report has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority. The condensed consolidated interim financial information should be read in conjunction with the annual financial statements of Brewin Dolphin Holdings PLC for the 52 week period ended 28 September 2008 which were prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the Companies Act 1985 applicable to companies reporting under IFRS.
The financial information set out in this Interim Financial Report in respect of the 52 week period ended 28 September 2008 does not constitute the Group's statutory accounts for the 52 week period ended 28 September 2008 as defined in section 240 of the Companies Act 1985. A copy of the statutory accounts for that period has been delivered to the Registrar of Companies. The auditors have reported on those accounts: their report was unqualified; did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under section 237 (2) or (3) of the Companies Act 1985.
The Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Group's forecasts and projections, taking account of possible adverse changes in trading performance, show that the Group should be able to operate within the level of its current financing arrangements. Accordingly, the Directors continue to adopt the going concern basis for the preparation of the financial statements.
The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest audited Annual Report and Accounts for the 52 week period ended 28 September 2008.
2. Related party transactions
The parent company has received no dividends from Group companies (March 2008: £16,600; September 2008: £15,016,600). There were no other related party transactions during the 26 week period to 29 March 2009 save that the Company subscribed for £2,719,306 of shares in Brewin Dolphin Limited. The amount owed by Brewin Dolphin Limited to the parent company is £8,137,000 (March 2008: £6,889,000; September 2008: £7,697,000). There have been no changes to the amounts owed by and to related parties that were disclosed in the 2008 Annual Report and Accounts available via our website www.brewin.co.uk, with the exception of the amount owed by Brewin Dolphin Limited, as described above.
3. Principal risks and uncertainties
The environment in which the Group operates has changed following the market turmoil during the last six months. The economic situation and outlook have deteriorated; at the same time the level of uncertainty within markets remains. This has the potential to impact adversely the Group's earnings. The Board performs stress testing on its forecasts as part of the Internal Capital Adequacy Assessment Process ("ICAAP") as required by the Financial Services Authority, its regulator. The ICAAP includes steps that would be taken to mitigate risks, if the level of the FTSE 100 Index fell below 2,500, the current estimated breakeven level of the Group.
The Group has so far been unaffected by the reduction in liquidity in the market place.
With the exception of the above the Directors consider that the nature of the principal risks and uncertainties which may have a material effect on the Group's performance in the second half of the year remain unchanged from those identified in the 2008 Annual Report and Accounts available via our website www.brewin.co.uk. In summary the major financial and non financial risks identified were:-
Risk Type
|
|
Risk
|
|
|
Credit risk
|
Counterparty risk; Trading exposure
|
|
|
Earnings risk
|
Loss of front office staff
|
|
|
Interest Rate risk
|
Interest rate risk
|
|
|
Liquidity risk
|
Bank default and other systemic; Capital adequacy
|
|
|
Legal and Compliance risk
|
Data protection; Fast changing regulatory environment; New business and product line
|
|
|
Operational and IT risk
|
Business continuity; Data integrity; Electronic dealing errors; Internet failure; Project control
|
|
|
Reputational risk
|
Poor investment performance
|
|
|
Settlement risk
|
Settlement failure
|
|
|
Other risk
|
Acquisition of new teams; Financial crime
|
4. Segmental information
For management purposes, the Group is divided into two business streams: Investment Management and Investment Banking. These form the basis for the primary segment information reported below. All operations are carried out in the United Kingdom and the Channel Islands.
26 week period ended 29 March 2009 |
|||||
Discretionary Portfolio Management |
Advisory Portfolio Management |
Total Investment Management |
Investment Banking |
Group |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Total income |
63,199 |
38,005 |
101,204 |
3,514 |
104,718 |
Operating profit pre redundancy costs |
10,360 |
6,230 |
16,590 |
(825) |
15,765 |
Redundancy costs |
(2,846) |
(346) |
(3,192) |
||
Other finance income (net) |
1,074 |
||||
Profit before tax |
13,647 |
||||
Other Information |
|||||
Capital expenditure |
5,962 |
14 |
5,976 |
||
Depreciation |
5,455 |
103 |
5,558 |
||
Share-based payments |
326 |
21 |
347 |
||
Segment assets excluding current tax assets |
434,973 |
12,883 |
447,856 |
||
Segment liabilities excluding current tax liabilities |
303,547 |
12,883 |
316,430 |
||
26 week period ended 30 March 2008 |
|||||
Discretionary Portfolio Management |
Advisory Portfolio Management |
Total Investment Management |
Investment Banking |
Group |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Total income |
60,530 |
36,015 |
96,545 |
7,552 |
104,097 |
Operating profit |
11,047 |
6,573 |
17,620 |
1,090 |
18,710 |
Other finance income (net) |
3,090 |
||||
Profit before tax |
21,800 |
||||
Other Information |
|||||
Capital expenditure |
6,973 |
83 |
7,056 |
||
Depreciation |
3,791 |
48 |
3,839 |
||
Share-based payments |
293 |
20 |
313 |
||
Segment assets excluding current tax assets |
413,245 |
44,327 |
457,572 |
||
Segment liabilities excluding current tax liabilities |
286,269 |
44,327 |
330,596 |
||
52 week period ended 28 September 2008 |
|||||
Discretionary Portfolio Management |
Advisory Portfolio Management |
Total Investment Management |
Investment Banking |
Group |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Total income |
122,975 |
70,721 |
193,696 |
12,799 |
206,495 |
Operating profit |
18,765 |
10,791 |
29,556 |
498 |
30,054 |
Other finance income (net) |
6,148 |
||||
Profit before tax |
36,202 |
||||
Other Information |
|||||
Capital expenditure |
15,147 |
599 |
15,746 |
||
Depreciation |
8,459 |
126 |
8,585 |
||
Share-based payments |
621 |
40 |
661 |
||
Segment assets excluding current tax assets |
447,082 |
31,314 |
478,396 |
||
Segment liabilities excluding current tax liabilities |
321,422 |
31,314 |
352,736 |
||
5. Finance income and costs
Unaudited 26 weeks to 29 March 2009 |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
|||
£'000 |
£'000 |
£'000 |
|||
Finance income |
|||||
Interest income on pension plan assets |
- |
66 |
159 |
||
Dividends from equity investments |
- |
- |
404 |
||
Interest on bank deposits |
1,600 |
3,452 |
6,579 |
||
1,600 |
3,518 |
7,142 |
|||
Finance costs |
|||||
Interest cost on pension plan liabilities |
213 |
- |
- |
||
Finance cost of deferred consideration |
289 |
412 |
981 |
||
Interest on bank overdrafts |
24 |
16 |
13 |
||
526 |
428 |
994 |
|||
6.Taxation
Unaudited 26 weeks to 29 March 2009 |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
|
£'000 |
£'000 |
£'000 |
|
United Kingdom |
|||
Current year |
3,023 |
3,758 |
5,955 |
Prior year |
225 |
- |
192 |
Overseas |
|||
Current |
155 |
111 |
216 |
Prior year |
- |
- |
5 |
3,403 |
3,869 |
6,368 |
|
United Kingdom deferred tax |
|||
Current year |
1,090 |
2,388 |
5,024 |
Prior year |
(225) |
72 |
(265) |
Impact of change in tax rate |
- |
118 |
- |
4,268 |
6,447 |
11,127 |
7. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Unaudited 26 weeks to 29 March 2009 |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
||||
Number of shares |
||||||
'000 |
'000 |
'000 |
||||
Basic |
||||||
Weighted average number of shares in issue in the period |
210,196 |
204,770 |
206,157 |
|||
Diluted |
||||||
Weighted average number of options outstanding for the period |
790 |
3,477 |
2,415 |
|||
Estimated weighted average number of shares to be issued under deferred consideration arrangements |
7,019 |
6,862 |
8,527 |
|||
Diluted weighted average number of options and shares for the period |
218,005 |
215,109 |
217,099 |
|||
Earnings attributable to ordinary shareholders |
||||||
£'000 |
£'000 |
£'000 |
||||
Profit attributable to equity shareholders of the parent from continuing operations |
9,379 |
15,353 |
25,075 |
|||
Finance costs of deferred consideration (Note a) |
176 |
254 |
549 |
|||
less tax |
(49) |
(74) |
(159) |
|||
Adjusted basic profit for the period and attributable earnings |
9,506 |
15,533 |
25,465 |
|||
Earnings per share |
||||||
From continuing operations |
||||||
Basic |
4.5p |
7.5p |
12.2p |
|||
Diluted |
4.4p |
7.2p |
11.7p |
|||
a) Finance costs of deferred consideration are added back where the issue of shares is more dilutive than the interest cost saved. |
For the 26 week period ended 29 March 2009 earnings adjusted for post tax redundancy costs of £2,298,000 and finance costs of deferred consideration less tax of £127,000 (added back to calculate adjusted diluted earnings per share) amount to £11,804,000. The basic earnings per share calculated on this adjusted basis is 5.6p and diluted is 5.4p.
8. Dividends
Unaudited 26 weeks to 29 March 2009 |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
|
£'000 |
£'000 |
£'000 |
|
Amounts recognised as distributions to equity holders in the period: |
|||
Final dividend paid 6 April 2008, 3.5p per share |
- |
7,248 |
7,248 |
Interim dividend paid 24 September 2008, 3.55p per share |
- |
- |
7,383 |
Final dividend paid 6 April 2009, 3.55p per share* |
7,504 |
- |
- |
7,504 |
7,248 |
14,631 |
|
* approved at Annual General Meeting on 27 February 2009 |
An interim dividend of 3.55p per share was declared by the Board on 27 May 2009 and has not been included as a liability as at 29 March 2009. This interim dividend will be paid on 24 September 2009 to shareholders on the register at the close of business on 21 August 2009 with an ex-dividend date of 19 August 2009.
9. Goodwill
Goodwill can be broken down into individual cash generating units, mainly consisting of investment management teams. The cost of purchased goodwill is recognised as an asset and reviewed for impairment for each cash generating unit at least annually after the first year, using the fair value less cost to sell method. Fair value is established by valuing clients' funds under management based on the value of funds under management at the period end, the percentages of funds being used depending on values attributed in recent public transactions for the purchase of advisory and discretionary funds. If the carrying amount of goodwill relating to any cash-generating unit exceeds the calculated fair value less cost to sell, a value in use is calculated using a discounted cash flow method. Goodwill includes the cost of indivisible customer relationships and customer lists, which cannot be separated from the underlying business combination and separately reliably measured.
Unaudited as at 29 March 2009 |
Unaudited as at 30 March 2008 |
Audited as at 28 September 2008 |
|
Group |
£'000 |
£'000 |
£'000 |
Cost |
|||
At start of period |
93,453 |
65,767 |
65,767 |
Revaluations of shares to be issued and deferred purchase consideration in respect of acquisitions in prior periods |
(2,246) |
1,989 |
2,475 |
Additions |
1,905 |
7,284 |
25,211 |
At end of period |
93,112 |
75,040 |
93,453 |
Accumulated impairment losses |
|||
At start of period |
(430) |
- |
- |
Impairment losses for the period |
- |
- |
(430) |
At end of period |
(430) |
- |
(430) |
Carrying amount at end of period |
92,682 |
75,040 |
93,023 |
The above figures can be analysed as follows: |
|||
South East investment management team |
9,987 |
9,987 |
9,987 |
Other investment management teams |
82,695 |
65,053 |
83,036 |
92,682 |
75,040 |
93,023 |
None of the constituent parts of the goodwill relating to the other investment management teams is individually significant in comparison to the total value of goodwill.
Unaudited as at 29 March 2009 |
Unaudited as at 30 March 2008 |
Audited as at 28 September 2008 |
|
£'000 |
£'000 |
£'000 |
|
Additions relate to: |
|||
Acquisitions in the period |
|||
Cash |
323 |
2,989 |
9,749 |
Deferred purchase liability |
56 |
558 |
2,393 |
Value of shares to be issued* |
412 |
3,578 |
12,181 |
791 |
7,125 |
24,323 |
|
Acquisitions in prior periods |
|||
Cash |
4,964 |
159 |
932 |
Issue of shares and change in shares to be issued |
(3,201) |
- |
166 |
Deferred purchase liability |
(649) |
- |
(210) |
Additions in period |
1,905 |
7,284 |
25,211 |
Issue of shares and change in shares to be issued |
2,789 |
(3,989) |
(12,347) |
Deferred purchase liability |
593 |
(558) |
(2,183) |
Net cash movement shown in the cash flow statement |
5,287 |
2,737 |
10,681 |
* The number of shares issuable will be determined by the share price at the date of issue, if the shares had been issued at the end of the period the number of shares to be issued would have been 339,499 (28 September 2008: 9,648,317) ordinary 1 pence shares. |
Acquisitions in the period comprise the acquisition of 3 (52 weeks to 28 September 2008: 21, 26 weeks to 30 March 2008: 10) investment management businesses and consist entirely of goodwill. Goodwill includes the cost of indivisible customer relationships and customer lists, which cannot be separated from the underlying business combination and separately reliably measured. There are no contracts which legally bind customers to the business, the relationship is with the team which looks after the client. The majority of these businesses were purchased for a consideration mainly payable in the Company's shares on deferred purchase terms dependent on results.
Additions relating to new acquisitions in the period were as follows:
Cash generating units |
Date of acquisition |
£'000 |
Three investment management teams |
October 2008 to February 2009 |
791 |
791 |
There were no impairment losses recognised in the period in the profit or loss account (52 weeks to 28 September 2008: £430,000, 26 weeks to 30 March 2008: £nil).
Acquisitions during the period reduced profits for the period by £0.1 million (52 weeks to 28 September 2008: £0.6 million, 26 weeks to 30 March 2008: £0.4 million) and increased revenue by £0.3 million (52 weeks to 28 September 2008: £6.8 million, 26 weeks to 30 March 2008: £1.6 million). If the acquisitions had been effected at the start of the period profits would have increased by £nil million (52 weeks to 28 September 2008: £0.5 million, 26 weeks to 30 March 2008: £0.1 million) and revenue increased by a further £nil million (52 weeks to 28 September 2008: £0.3 million, 26 weeks to 30 March 2008: £0.3 million).
10. Property, plant and equipment
During the period the Group spent £0.7 million (26 weeks to 30 March 2008: £2.0 million, 52 weeks to 28 September 2008: £3.4 million) on leasehold improvements, £4.9 million (26 weeks to 30 March 2008: £4.7 million, 52 weeks to 28 September 2008: £10.3 million) on computer equipment and £0.4 million (26 weeks to 30 March 2008: £0.4 million, 52 weeks to 28 September 2008: £2.0 million) on office equipment.
11. Investments
Available-for-sale investments |
||||
Listed investments |
Unlisted investments |
Total |
||
£'000 |
£'000 |
£'000 |
||
Fair value |
||||
At 29 March 2009 |
317 |
10,000 |
10,317 |
|
At 30 March 2008 |
926 |
10,000 |
10,926 |
|
At 28 September 2008 |
626 |
10,000 |
10,626 |
|
Unlisted available-for-sale investments represent the Group's holding of 19,899 ordinary shares in Euroclear plc. This holding represents 0.52% of Euroclear plc's shares. As at 28 September 2008 the Directors updated their valuation of the Group's holding in Euroclear plc; the valuation has remained unchanged at 29 March 2009. This valuation took into account the Group's share of net assets, dividend yield and the prices of similar quoted companies discounted for marketability. |
||||
Trading investments |
||||
Listed investments |
Unlisted investments |
Total |
||
£'000 |
£'000 |
£'000 |
||
Fair value |
||||
At 29 March 2009 |
596 |
- |
596 |
|
At 30 March 2008 |
1,307 |
- |
1,307 |
|
At 28 September 2008 |
724 |
- |
724 |
|
Investments are measured at fair value which is determined directly by reference to published prices in an active market where available. |
||||
12. Provisions
Unaudited 26 weeks to 29 March 2009 |
Audited 52 weeks to 28 September 2008 |
|
£'000 |
£'000 |
|
Sundry claims |
Sundry Claims |
|
At start of period |
2,068 |
- |
Additions |
358 |
2,068 |
Utilisation of provision |
(284) |
- |
Unused amounts reversed during the period |
(184) |
- |
At end of period |
1,958 |
2,068 |
The provision relates to sundry claims against the Group, where there are legal actions against the Group the estimated liability has been included above with the related insurance debtor of £1,762,000 (28 September 2008: £1,172,000) included in other debtors. The timing of settlements cannot be accurately forecast; settlement of £679,000 has been made since the balance sheet date.
13. Shares to be issued including premium and other deferred purchase liabilities
The Group acquires businesses on deferred purchase terms based on the value of income introduced over normally a three year period. The payment is normally made in ordinary shares and these have to be held typically for a further three years. At the discretion of the Board these shares can be purchased in the market rather than issued. The estimated likely cost of these shares has been updated at the half year to include new teams who have arrived and the progress of the businesses acquired.
14. Retirement benefit obligation
The main financial assumptions used in calculating the Group's retirement benefit obligation are as follows:
As at 29 March 2009 |
As at 30 March 2008 |
As at 28 September 2008 |
|
Discount rate |
7.20% |
6.60% |
7.00% |
Rate of inflation |
3.10% |
3.50% |
3.60% |
Salary increases |
3.10% |
3.50% |
3.60% |
Expected return on equities |
7.80% |
7.60% |
8.10% |
Expected return on bonds |
4.80% |
5.20% |
5.10% |
Expected return on other assets |
0.50% |
5.75% |
5.00% |
Rate of increase to pensions in payment |
3.10% |
3.50% |
3.60% |
Average assumed life expectancies for members on retirement at age 65 |
|||
Existing pensioners |
|||
Males |
87.0 years |
87.0 years |
87.0 years |
Females |
89.8 years |
89.8 years |
89.8 years |
Future pensioners |
|||
Males |
88.1 years |
88.1 years |
88.1 years |
Females |
90.9 years |
90.9 years |
90.9 years |
A full actuarial valuation was carried out as at 31 December 2005 and the results of this valuation have been updated to 29 March 2009 by a qualified independent actuary and reflected in the accounts. A full actuarial valuation as at 31 December 2008 is currently being prepared.
15. Note to the cash flow statement
Unaudited 26 weeks to 29 March 2009 |
Unaudited 26 weeks to 30 March 2008 |
Audited 52 weeks to 28 September 2008 |
|
£'000 |
£'000 |
£'000 |
|
Group |
|||
Operating profit |
12,573 |
18,710 |
30,054 |
Adjustments for: |
|||
Depreciation of property, plant and equipment |
5,558 |
3,839 |
8,585 |
Loss on disposal of property, plant and equipment |
- |
- |
135 |
Goodwill impairment |
- |
- |
430 |
Retirement benefit obligation |
(842) |
(5,524) |
(6,146) |
Share-based payment cost |
347 |
313 |
661 |
Discounting of shares to be issued |
289 |
- |
981 |
Interest income |
1,600 |
3,518 |
6,785 |
Interest expense |
(526) |
(428) |
(994) |
Operating cash flows before movements in working capital |
18,999 |
20,428 |
40,491 |
Decrease in receivables and trading investments |
20,091 |
65,170 |
73,280 |
Decrease in payables and provisions |
(33,863) |
(101,500) |
(89,528) |
Cash generated by / (used in) operating activities |
5,227 |
(15,902) |
24,243 |
Tax paid |
(2,125) |
(5,345) |
(10,139) |
Net cash flow from operating activities |
3,102 |
(21,247) |
14,104 |
16. Reconciliation of changes in equity
Called up share capital |
Share premium account |
Revaluation reserve |
Merger reserve |
Profit and loss account |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
30 September 2007 |
2,035 |
86,968 |
7,544 |
4,562 |
14,223 |
115,332 |
Profit for the period |
- |
- |
- |
- |
15,353 |
15,353 |
Dividends |
- |
- |
- |
- |
(7,248) |
(7,248) |
Issue of shares |
38 |
2,384 |
- |
- |
- |
2,422 |
Revaluation of available-for-sale investments |
- |
- |
(600) |
- |
- |
(600) |
Deferred and current tax on items taken directly to equity |
- |
- |
168 |
- |
(685) |
(517) |
Share-based payments |
- |
- |
- |
- |
313 |
313 |
Actuarial loss on defined benefit pension scheme |
- |
- |
- |
- |
(1,570) |
(1,570) |
30 March 2008 |
2,073 |
89,352 |
7,112 |
4,562 |
20,386 |
123,485 |
Profit for the period |
- |
- |
- |
- |
9,722 |
9,722 |
Dividends |
- |
- |
- |
- |
(7,383) |
(7,383) |
Issue of shares |
7 |
793 |
- |
- |
- |
800 |
Revaluation of available-for-sale investments |
- |
- |
(300) |
- |
- |
(300) |
Deferred and current tax on items taken directly to equity |
- |
- |
86 |
- |
1,223 |
1,309 |
Share-based payments |
- |
- |
- |
- |
348 |
348 |
Actuarial gain on defined benefit pension scheme |
- |
- |
- |
- |
(2,805) |
(2,805) |
28 September 2008 |
2,080 |
90,145 |
6,898 |
4,562 |
21,491 |
125,176 |
Profit for the period |
- |
- |
- |
- |
9,379 |
9,379 |
Dividends |
- |
- |
- |
- |
(7,504) |
(7,504) |
Issue of shares |
34 |
3,237 |
- |
- |
- |
3,271 |
Revaluation of available-for-sale investments |
- |
- |
(309) |
- |
- |
(309) |
Deferred and current tax on items taken directly to equity |
- |
- |
87 |
- |
264 |
351 |
Share-based payments |
- |
- |
- |
- |
347 |
347 |
Actuarial loss on defined benefit pension scheme |
- |
- |
- |
- |
(1,047) |
(1,047) |
29 March 2009 |
2,114 |
93,382 |
6,676 |
4,562 |
22,930 |
129,664 |
Funds
At 29 March 2009 |
At 30 March 2008 |
At 28 September 2008 |
|
£ Billion |
£ Billion |
£ Billion |
|
In Group's nominee or sponsored member |
9.2 |
10.2 |
10.0 |
Stock not held in Group's nominee |
0.1 |
0.2 |
0.2 |
Discretionary funds under management |
9.3 |
10.4 |
10.2 |
In Group's nominee or sponsored member |
5.7 |
7.4 |
6.8 |
Other funds where valuations are carried out but where the stock is not under the Group's control |
1.3 |
2.1 |
1.7 |
Advisory funds under management |
7.0 |
9.5 |
8.5 |
Managed funds |
16.3 |
19.9 |
18.7 |
In Group's nominee or sponsored member |
3.0 |
2.8 |
3.7 |
Stock not held in Group's nominee |
0.2 |
0.3 |
0.2 |
Execution only stock |
3.2 |
3.1 |
3.9 |
Total funds |
19.5 |
23.0 |
22.6 |
Stock |
|||
In Group's nominee or sponsored member |
17.9 |
20.4 |
20.5 |
Stock not held in Group's nominee |
1.6 |
2.6 |
2.1 |
19.5 |
23.0 |
22.6 |
|
Responsibility Statement
The directors' confirm that to the best of their knowledge:
(a) |
the condensed set of financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting"; |
(b) |
the interim management report* includes a fair view of the information required by Disclosure and Transparency Rules (DTR) 4.2.7 R (indication of important events during the first six months and description of principal risks for the remaining six months of the year); and |
(c) |
the interim management report* includes a fair view of the information required by DTR 4.2.8 R (disclosures of related parties' transactions and changes therein). |
*encompassed within the Executive Chairman's Statement
By order of the Board
R A Bayford
Finance Director
27 May 2009
Independent Review Report
Independent Review Report to Brewin Dolphin Holdings PLC
We have been engaged by the company to review the condensed set of consolidated financial statements in the half-yearly financial report for the 26 week period ended 29 March 2009 which comprises the consolidated income statement, the consolidated statement of recognised income and expense, the consolidated balance sheet, the consolidated cash flow statement and related notes 1 to 16. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of consolidated financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of consolidated financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of consolidated financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated financial statements in the half-yearly financial report for the 26 week period ended 29 March 2009 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
27 May 2009
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