29th Aug 2014 07:00
PRESS RELEASE
Contacts: | David Marock, Group Chief Executive Officer | 020 3320 8988 |
Damian Ely, Group Chief Operating Officer | 020 3320 2202 | |
Mark Keogh, Group Chief Financial Officer designate | 020 3320 2241 |
Charles Taylor plc
Announcement of results for six months ended 30 June 2014
Consolidated financial highlights
For the six months ended 30 June 2014
H1 2014 Actual exchange rates | H1 2014 Constant exchange rates | H1 2013 | % change actual exchange rates | % change constant exchange rates | |
Revenue | £56.8m | £59.3m | £56.1m | +1.2% | +5.7% |
Professional Services profit1. | £5.6m | £6.0m | £6.0m | -5.5% | +0.8% |
Statutory Profit Before Tax | £4.1m | £4.5m | £4.1m | +0.1% | +9.1% |
Adjusted Profit Before Tax1. | £5.2m | £5.6m | £5.5m | -6.3% | +0.3% |
Statutory EPS | 8.83p | 9.65p | 8.19p | +7.8% | +17.9% |
Adjusted EPS | 10.69p | 11.52p | 11.26p | -5.1% | +2.3% |
Movements are calculated using unrounded numbers so minor rounding differences may exist.
· Interim dividend of 3.25p declared (2013: 3.25p)
Note:
1. The 2014 adjusted profit before tax figures exclude acquired intangible amortisation charges of £0.7m (2013: £0.5m), non-recurring costs of £0.2m (2013: £1.0m), pre-tax non-controlling interests of £0.2m (2013: £0.1m).
"Charles Taylor has had a steady start to 2014. Our Professional Services businesses have delivered a result in line with the prior year. This was a result of the strong performance of Management Services and Insurance Support Services and despite the impact of the benign claims environment on our Adjusting Services business and the strength of sterling. The Insurers in Run-off business performed satisfactorily. Our overall performance demonstrates the resilience of our business in difficult trading conditions."
David Marock
Group Chief Executive Officer
Business highlights
· Growth in revenue and statutory profit before tax
· At constant exchange rates revenue and statutory profit before tax are both up
· Lower adjusted PBT at actual exchange rates - but up at constant exchange rates
· Strong performance from Management Services and Insurance Support Services
· Adjusting Services affected by market-wide benign claims environment
· Interim dividend of 3.25p declared (2013: 3.25p)
Group Chief Executive Officer's Review
Charles Taylor has had a steady start to 2014. Our Professional Services businesses have delivered a result in line with the prior year. This was a result of the strong performance of Management Services and Insurance Support Services and despite the impact of the benign claims environment on our Adjusting Services business and the strength of sterling. The Insurers in Run-off business performed satisfactorily. Our overall performance demonstrates the resilience of our business in difficult trading conditions.
Group revenue for the first six months of 2014 increased to £56.8m (2014 CER: £59.3m, 2013: £56.1m). Statutory profit before tax was £4.1m (2014 CER: £4.5m, 2013: £4.1m). Adjusted profit before tax was £5.2m (2014 CER: £5.6m, 2013: £5.5m). Adjusted earnings per share were 10.69p (2014 CER: 11.52p, 2013: 11.26p) and statutory earnings per share were 8.83p (2014 CER: 9.65p, 2013: 8.19p).
The first half of 2014 has seen many of our new initiatives progress well. We have launched new services, opened new offices, recruited new senior people and secured new business wins. We believe the Group is well-positioned to benefit as the global economy recovers and insured losses return to more normal levels.
Professional Services
The Group's core Professional Services businesses made a steady start to the year as set out in the table below:
· Our Management Services business has delivered a strong performance even with the strength of sterling. The mutual insurance companies managed by the Group continue to perform well.
· The Adjusting Services business received a steady flow of new high quality instructions throughout its global office network. Its results were lower in the first half compared to its strong performance in the first half of 2013. This was largely a result of the unusually low level of insured losses across the whole insurance market during the first half of 2014. In fact Munich Re figures reports that claims from natural catastrophes are 32% lower than their 10 year average. The business has significant overseas earnings and was affected by the strength of sterling. We also invested in new people, offices and systems.
· The Insurance Support Services business had a strong start to the year and has seen an improvement in its pipeline of potential new business.
Professional Services performance for to the six months periods to 30 June 2014 and to 30 June 2013 | |||||||
Revenue (£m) | Operating segment profit (£m) | ||||||
2014
| 2014 (CER) | 2013 | 2014
| 2014 (CER) | 2013 | ||
Management Services | 20.3 | 20.8 | 19.1 | Management Services
| 3.1 | 3.2 | 2.2 |
Adjusting Services | 26.4 | 28.2 | 28.3 | Adjusting Services | 1.4 | 1.5 | 3.6 |
Insurance Support Services | 9.7 | 9.9 | 8.0 | Insurance Support Services | 1.1 | 1.2 | 0.2 |
Unallocated | 0.1 | 0.1 | (0.0) | ||||
Professional Services total | 56.4 | 58.9 | 55.4 | 5.6 | 6.0 | 6.0 |
Note: Small rounding differences can arise in the total amounts above.
Insurers in Run-off:
The Insurers in Run-off business revenue was £2.0m (2013: £2.5m). The business achieved a break-even result before taking non-controlling interests into account (2013: £0.4m). The result attributable to shareholders was £0.2m (2013: £0.4m).
Management Services
Our Management Services business performed well in the first half of 2014. We continued to develop our services in both our UK & International and Americas businesses on behalf of our clients.
Management Services - UK & International
· Delivered positive results for the Standard Club: Charles Taylor has been manager of The Standard Club since it was founded in 1884. Today it provides protection and indemnity (P&I) insurance to approximately 10% of world shipping. Our work continues to deliver positive results for the club, which had a satisfactory 2014-15 renewal in February 2014. Free reserves rose to a record US$369 million. In July 2014, the club's credit rating was reaffirmed as 'A' (strong) by Standard & Poor's.
· Launched new P&I products: We continued to develop new products and services for The Standard Club. In the first half, we helped the club launch a fixed premium product for the club's London Class, which specialises in insuring European inland waterways, harbour and coastal operators for their P&I and related liabilities. We also arranged for the club to provide cover to Turk P&I, a fixed premium P&I insurer for Turkish costal vessels. We opened a new office in Brazil to provide clients of The Standard Club with access to our capabilities in Latin America.
Management Services - Americas
· Delivered continued growth for Signal Mutual: Charles Taylor has been the manager of Signal Mutual, the largest provider of Longshore workers' compensation insurance to the US maritime industry, since it was founded in 1983. Our work for Signal continued to deliver positive results for the mutual in the first half of 2014. Twelve new member companies joined Signal since the start of the 2013/14 membership year in October 2013. The total payroll of the member companies, on which calls (premiums) are calculated, is projected to reach US$ 3.7 billion by the October 2014 renewal, a 12.1% increase and a record for the mutual.
· New insurance covers: Our General Agency, established to market Charles Taylor developed products in North America has now been licenced in 40 US states. We created a new Maritime Employers' Liability cover for Signal Members in the first half of 2014; we have already received expressions of interest from brokers for the new product. We have also secured our first client for our new Hull & Machinery cover launched at the end of 2013. We are developing plans to launch a new Longshoreman Workers' Compensation Small Account program for businesses whose premiums are too small to join the mutual under the current rules. Plans are well advanced and we expect to progress the initiative in the second half of the year.
· SCALA, which provides workers' compensation to the majority of Canada's ship owners, continues to deliver a steady performance. More than 99% of members by premium volume renewed their cover for 2014 and the mutual has continued to grow its contingency fund.
Adjusting Services
The Adjusting Services business continues to receive a steady flow of new high quality instructions across its global office network, although its result for the first six months of 2014 was lower than its strong performance in the first half of 2013. This had been partly due to the unusually low level of insured losses in the market which has resulted in a reduced number of larger and more complex cases for our adjusters to handle. It has also been partly due to the strength of sterling, which has affected overseas earnings.
Preliminary figures reported by major insurers and brokers suggest that claims are running well below the average for recent years. Munich Re NatCatSERVICE statistics show that insured losses in US$ from natural catastrophes in the first half year of 2014 are 32% down on the 10 year average.
The volumes of loss adjusting work would be expected to increase considerably once there is a return to a more normal claims environment.
In the first half of 2014 we continued to invest for growth by acquiring a UK loss adjusting business, opening new offices, recruiting new senior staff, investing in IT and extending the range of services offered from our existing offices:
· Opened adjusting office in Brazil: We are expanding our adjusting network and opening offices where there is a demand for our services. In the first half of 2014, we opened an office in Rio de Janeiro, Brazil, to provide loss adjusting services to global and local insurance markets. The office will also provide clients with access to our Management Services capabilities in Latin America.
· Extended adjusting services from existing offices: In line with our business plan objective to deliver more adjusting services from existing offices, we appointed a senior loss adjuster in Singapore to build and lead our property and casualty adjusting capability in the region so we now have all our key disciplines represented in Singapore. We also appointed a senior executive adjuster to develop and lead our property and casualty adjusting practice in Sydney in addition to our existing aviation practice there.
· Acquired a UK loss adjusting business: In May 2014 we acquired Knowles Loss Adjusters, a UK loss adjusting business focused on UK and Ireland property and casualty (P&C) claims. The acquisition extended our UK office network with the addition of 10 offices and gives us a platform to penetrate further the UK loss adjusting market. We believe it positions us well to respond to tenders for international and national account nominations, which require a network of offices across the UK, as well as internationally.
Insurance Support Services
The Insurance Support Services business has had a good start to year and has seen a welcome improvement in its pipeline of new business.
Insurance Support Services - Non-life
The Non-life Insurance Support Services business includes Charles Taylor Insurance Services (CTIS) and our captive management, risk consulting and specialty risks business lines.
Charles Taylor Insurance Services is the largest of the non-life Insurance Support Services business lines. It provides outsourced back office insurance services to the Lloyd's, London and international insurance markets. As reported at the year end, we are now seeing promising signs that the business's performance is improving in both new services and run-off servicing.
· Launched a new delegated claims adjusting services: We launched three new services under the Taylored Claims Management (TCM) banner. These provide support to Lloyd's managing agents for volume, complex and legacy claims under the Lloyd's Claims Transformation Programme. These new services have already secured new clients in 2014.
· Secured a new run-off servicing mandate: We have been appointed as run-off manager for a general reinsurance business. CTIS is managing the entire operation and conduct of the business as well as the management of assets and liabilities.
· Established a new MGA: We have been providing administrative services to Managing General Agencies (MGA) under our MGA Service since 2013. In early 2014 we were appointed to establish a new MGA and to provide ongoing services. This holds promise for our service going forward.
· The Third Party Administrators (TPA) Central Database launched on behalf of the Lloyd's Market Association at the end of 2013 has now been set up and a number of TPAs have signed up for the service.
Other Insurance Support Services - Non-life
· Charles Taylor KnowledgeCenter, the specialist provider of tailored IT business solutions to the insurance industry, acquired by the Group in 2013, is seeing a stronger pipeline of new business. In 2014 it has won new business for its Bordereau Manager services from major Lloyd's managing agents and has been appointed by a leading Middle Eastern insurer for its workflow and diary management services.
· The Group's new Workers' Compensation TPA launched in the USA in 2013 has secured new business.
· Our Captive Management business has performed steadily in the first six months of 2014.
· The Risk Consulting business has delivered a much improved performance, albeit from a low base.
· Charles Taylor Investment Management has delivered steady performance.
· Charles Taylor Services, the Group's managing general agency has made good progress, with new business wins secured for its Hull & Machinery, D&O and Maritime Employers Liability covers.
· We are delivering an increasing range of outsourced IT consultancy and systems development services for the Group's clients.
· We launched a new service, Cyber-ATLAS, in partnership with a number of specialist suppliers to help protect businesses against cyber-attacks.
Insurance Support Services - Life
The UK offshore life run-off servicing business performed steadily in the first half. It also made good progress on its initiatives to position the business for future growth.
· Launched Charles Taylor Insurance Services Isle of Man (CTIS (IOM)): We rebranded our life insurance administration business, LCL Services, under the CTIS name. This initiative has integrated it more fully into the Group and allows it to capitalise on the Group's global presence and reputation.
· Appointed to provide TPA services: CTIS (IOM) won a contract to provide life policy administration services to a major Caribbean-based life business.
· Launched Charles Taylor Insurance Fund Services: We established this service with the support of a leading fund administration software provider. The new business will provide specialist fund services for life companies' unitised funds and portfolio bonds.
Insurers in Run-off
Performance for the six months to 30 June 2014 and to 30 June 2013
At actual exchange rates | Six months to 30 June 2014 £m | Six months to 30 June 2013 £m |
Revenue | 2.0 | 2.5 |
Operating segment profit | 0.0 | 0.4 |
Life Run-off
In line with our business strategy, we continue to seek further UK international life insurance acquisitions, which meet our criteria. These also benefit our Insurance Support Services business through increased run-off servicing contracts.
Non-life Run-off
The Group's three non-life insurance companies delivered an operating loss.
Optimise business operations
In line with our business strategy, we took positive steps to strengthen the Group's core capabilities and support services to underpin growth. In the first half of 2014 we:
· Expanded our new IT team based in Vietnam to help develop our new Adjusting Services management system, to deliver development work of our new P&I system for Management Services and to support system development in Insurance Support Services. As reported at the end of 2013, this takes advantage of the high levels of IT literacy and lower operating costs in Vietnam
· Appointed a new Group Human Resources Director from a leading international professional services business and a Group Chief Financial Officer to continue to drive forward the development of the Group's financial management
· We promoted the Chief Operating Officer of Signal Administration to the new role of President of Management Services - Americas, with responsibility for implementing our long term strategy and the management of all operational and administrative functions of the business
· We appointed a Performance and Strategy Director for Management Services - UK and International to be responsible for driving business results and launching new products and services as well as the development and delivery of the longer-term strategy of the business
· We appointed Chief Operating Officers for Non-life Insurance Support services and our Captive Management business. We believe that both appointments will help to focus and accelerate the progress of our new business and service initiatives
Current trading and outlookOur core business is performing steadily. The strength of Sterling has moderated the result of our Management Services business which would otherwise have delivered an even stronger performance. With insured claims across the global market resulting from natural catastrophes in H1 32% below their 10 year average (according to Munich Re), Adjusting Services' performance will depend on whether there is an upturn in the volume of large claims in the market for the rest of the year. We are continuing to invest in people, offices and systems to support our growth strategy. The Insurance Support Services business has had a strong start to year and continues to trade well. Our Insurers in Run-off business is performing satisfactorily.
We have taken forward our initiatives in the first six months of 2014, many of which are now gaining real traction in the market. We also enjoy strong, long-term relationships with our established clients. We believe the prospects for further growth in Professional Services from our insurance clients remains strong and we look forward to growing our business for the benefit of our shareholders, clients and staff.
David Marock
Group Chief Executive Officer
28 August 2014
Group Chief Financial Officer's Review
Results
The results for the period are summarised in the following table and are explained in more detail in the Group Chief Executive Officer's Review.
Six months to 30 June 2014 | Six months to 30 June 2013 | ||||||||||
Professional Services | Insurers in Run-off | Eliminations/ other | Total | Total (CER | Professional Services | Insurers in Run off | Eliminations/ other | Total |
| ||
Revenue (£m) | 56.4 | 2.0 | (1.6) | 56.8 | 59.3 | 55.4 | 2.5 | (1.7) | 56.1 |
| |
Operating segment profit (£m) | 5.6 | 0.0 | - | 5.6 | 6.0 | 6.0 | 0.4 | - | 6.3 |
| |
Finance costs/other (£m) | - | - | (0.6) | (0.6) | (0.6) | - | - | (0.7) | (0.7) |
| |
Non-controlling interests before tax (£m) | (0.0) | 0.2 | - | 0.2 | 0.2 | (0.1) | 0.1 | - | (0.1) |
| |
Adjusted profit before tax (£m) | 5.6 | 0.2 | (0.6) | 5.2 | 5.6 | 5.8 | 0.4 | (0.7) | 5.5 |
| |
Tax (£m) | (0.8) | - | - | (0.8) | (0.8) | (1.0) | - | - | (1.0) |
| |
Tax on non-controlling interests (£m) | 0.0 | - | - | 0.0 | 0.0 | 0.0 | - | - | 0.0 |
| |
Adjusted earnings (£m) | 4.8 | 0.2 | (0.6) | 4.4 | 4.8 | 4.8 | 0.4 | (0.7) | 4.6 |
| |
Adjusted earnings per share (p) | 11.63 | 0.51 | (1.44) | 10.69 | 11.52 | 11.89 | 1.10 | (1.73) | 11.26 |
| |
Note: Small rounding differences can arise in the total amounts above.
The adjusted financial measures exclude acquired customer relationship intangible charges, non-recurring items and non-controlling interests as set out in the table below.
Six months to 30 June 2014 (£m) | Six months to 30 June 2013 (£m) | |
Statutory profit before tax | 4.1 | 4.1 |
Amortisation of acquired intangible assets | 0.7 | 0.5 |
Non-recurring items | 0.2 | 1.0 |
Non-controlling interests before tax | 0.2 | (0.1) |
Adjusted profit before tax | 5.2 | 5.5 |
Non-recurring items are related to a restructuring charge incurred as part of the continuing cost reduction initiatives started in the prior year.
Net debt, cashflow and financing
Net debt at the half year was £21.9m compared to £19.7m at June 2013 half year. We have again benefited from the advance payment of the annual fee by one of our Management Services clients which reduced debt from the year-end figure.
The year-on-year rise reflects the impact the cash consideration paid for the acquisition of the business and assets of KnowledgeCenter in the second half of 2013, an increased investment in IT systems during the period and an increase in the working capital of the Adjusting Services business.
The advance fee payment results in net debt gradually rising over the year and we believe that a 12-month rolling average figure is a better way to represent the Group's underlying borrowings. At 30 June 2014, our average net debt was £23.7m, down from £24.5m at 30 June 2013. We continue to focus on managing our debt while investing for the future.
Retirement benefit scheme
The retirement benefit obligation in the Group balance sheet at 30 June 2014 was £31.4m, compared to £26.7m at the year end and £23.2m at 30 June 2013. The increase in obligation is a result of falls in corporate bond yields, giving rise to a lower discount rate. We also updated our mortality assumptions.
Dividends
An interim dividend of 3.25p per share (2013: 3.25p) has been declared and will be paid on 28 November 2014 to shareholders on the register on 17 October 2014.
Foreign exchange
Charles Taylor has significant overseas revenues which have been affected by the recent strength of Sterling. Many of our costs are also incurred in local currencies, so the strength of Sterling has had a proportionally greater effect on revenue than profit. The rates at which we have translated the Group's overseas profits have fallen significantly year on year. Examples include US$ profits translated at 1.67 (2013: 1.55), Canadian $ at 1.82 (2013: 1.58), Singapore $ at 2.11 (2013: 1.92) and Australian $ at 1.83 (2013: 1.54).
Taxation
The effective tax rate on adjusted profits for the period is 17.7%, reduced to 14.2% by a US tax refund, (2013: 16.6%). The movement in the effective tax rate reflects the profit mix across different taxation jurisdictions.
Related party transactions
There have been no related party transactions in the period that have materially affected the financial position or performance of the company.
Principal risks and uncertainties
The nature of the principal risks and uncertainties for the first half of 2014 fall into the three categories of business, financial, and regulatory compliance risks. These remain unchanged from those explained in the 2013 annual report and accounts. The Group's risk management systems are designed to manage the risk of failing to achieve our business objectives. We have an embedded and continuing process for identifying, evaluating and managing the principal risks which the Group faces.
Going concern
The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly they continue to adopt the going concern basis in preparing the condensed financial statements.
Tito Soso
Group Chief Financial Officer
28 August 2014
Financial Statements
Condensed consolidated income statement | |||||
Six months to 30 June |
Six months to 30 June |
Year to 31 December 3131ecember | |||
2014 | 2013 | 2013 | |||
£000 | £000 | £000 | |||
Note | (Unaudited) | (Unaudited) | (Audited) | ||
Continuing operations Revenue from Professional Services |
54,853 |
53,637 |
108,544 | ||
Revenue from Insurers in Run-off Gross revenue |
2,505 |
3,240 |
6,495 | ||
Outward reinsurance premiums | (545) | (751) | (1,461) | ||
Net revenue | 1,960 | 2,489 | 5,034 | ||
Total revenue 3 | 56,813 | 56,126 | 113,578 | ||
Expenses from Insurers in Run-off Claims incurred |
(9,140) |
(9,664) |
(10,082) | ||
Reinsurance recoveries | 1,081 | 613 | 1,533 | ||
Other gains from insurance activities | 8,170 | 9,957 | 10,478 | ||
Net operating expenses | (1,749) | (2,806) | (5,564) | ||
Net losses | (1,638) | (1,900) | (3,635) | ||
Administrative expenses |
(50,443) |
(49,402) |
(101,528) | ||
Share of results of associates | 18 | 8 | 69 | ||
Operating profit | 4,750 | 4,832 | 8,484 | ||
Investment and other income |
85 |
43 |
92 | ||
Finance costs | (704) | (749) | (1,668) | ||
Profit before tax | 4,131 | 4,126 | 6,908 | ||
Income tax expense 4 | (637) | (762) | (1,369) | ||
Profit for the period from continuing operations | 3,494 | 3,364 | 5,539 | ||
Attributable to: Owners of the Company |
3,675 |
3,314 |
5,807 | ||
Non-controlling interests | (181) | 50 | (268) | ||
3,494 | 3,364 | 5,539 | |||
Earnings per share from continuing operations | |||||
Statutory basic (p) 6 |
8.83 |
8.19 |
14.22 | ||
Statutory diluted (p) 6 | 8.73 | 8.13 | 14.11 |
Condensed consolidated statement of comprehensive income
Six months to 30 June 2014 | Six months to 30 June 2013 | Year to 31 December 2013 | |||
£000
| £000 | £000 | |||
(Unaudited) | (Unaudited)
| (Audited) | |||
Items that will not be reclassified subsequently to profit or loss | |||||
Actuarial (losses)/gains on defined benefit pension schemes | (5,897) | 7,403 | 3,039 | ||
Tax on items taken directly to equity | 957 | (1,932) | (1,929) | ||
(4,940) | 5,471 | 1,110 | |||
Items that may be reclassified subsequently to profit or loss | |||||
Exchange differences on translation of foreign operations | (710) | 405 | (1,925) | ||
(Losses)/gains on cash flow hedges | (124) | (104) | 320 | ||
(834) | 301 | (1,605) | |||
Net (loss)/profit recognised directly in equity |
(5,774) |
5,772 |
(495) | ||
Profit for the period | 3,494 | 3,364 | 5,539 | ||
Total comprehensive (expense)/income for the period | (2,280) | 9,136 | 5,044 | ||
Attributable to: | |||||
Owners of the Company | (2,055) | 9,017 | 5,381 | ||
Non-controlling interests | (225) | 119 | (337) | ||
(2,280) | 9,136 | 5,044 |
Condensed consolidated balance sheet
At 30 June 2014 | At 30 June 2013 | At 31 December 2013 | ||||
Note | £000 (Unaudited) | £000 (Unaudited) | £000 (Audited) | |||
Non-current assets Goodwill |
7 |
41,997 |
41,800 |
41,536 | ||
Other intangible assets | 8
| 12,636 | 8,406 | 11,205 | ||
Property, plant and equipment | 3,914 | 4,822 | 4,090 | |||
Investments | 631 | 607 | 668 | |||
Deferred tax assets | 6,896 | 5,651 | 5,811 | |||
Total non-current assets | 66,074 | 61,286 | 63,310 | |||
Current assets Total assets in insurance businesses |
308,105 |
341,090 |
319,248 | |||
Trade and other receivables | 60,492 | 56,655 | 53,850 | |||
Cash and cash equivalents | 48,608 | 47,508 | 48,757 | |||
Total current assets | 417,205 | 445,253 | 421,855 | |||
Total assets | 483,279 | 506,539 | 485,165 | |||
Current liabilities Total liabilities in insurance businesses |
270,647 |
303,279 |
281,114 | |||
Trade and other payables | 37,189 | 34,003 | 20,907 | |||
Deferred consideration | 4,676 | 5,348 | 4,284 | |||
Current tax liabilities | 645 | 740 | 335 | |||
Obligations under finance leases | 298 | 546 | 434 | |||
Borrowings | 7,168 | 14,585 | 5,302 | |||
Client funds | 38,134 | 38,137 | 39,990 | |||
Total current liabilities | 358,757 | 396,638 | 352,366 | |||
Net current assets | 58,448 | 48,615 | 69,489 | |||
Non-current liabilities Borrowings |
24,819 |
13,599 |
35,255 | |||
Retirement benefit obligation | 15 | 31,400 | 23,213 | 26,671 | ||
Provisions | 414 | 592 | 411 | |||
Obligations under finance leases | 71 | 332 | 150 | |||
Deferred consideration | 9,802 | 7,297 | 9,639 | |||
Total non-current liabilities | 66,506 | 45,033 | 72,126 | |||
Total liabilities | 425,263 | 441,671 | 424,492 | |||
Net assets | 58,016 | 64,868 | 60,673 | |||
Equity Share capital |
11 |
427 |
414 |
415 | ||
Share premium account | 35,259 | 32,511 | 32,704 | |||
Merger reserve | 6,872 | 6,872 | 6,872 | |||
Capital reserve | 662 | 662 | 662 | |||
Own shares | (353) | (414) | (433) | |||
Retained earnings | (6,424) | 2,631 | (1,378) | |||
Equity attributable to owners of the Company | 36,443 | 42,676 | 38,842 | |||
Non-controlling interests | 21,573 | 22,192 | 21,831 | |||
Total equity | 58,016 | 64,868 | 60,673 |
The financial statements were approved by the board of directors and authorised for issue on 28 August 2014.
Tito Soso Director
28 August 2014
Condensed consolidated cash flow statement
Six months to 30 June 2014 | Six months to 30 June 2013 | Year to 31 December 2013 | ||||
Note | £000 (Unaudited) | £000 (Unaudited) | £000 (Audited) | |||
Net cash from operating activities | 12 | 13,956 | 16,397 | 12,937 | ||
Investing activities Interest received |
26 |
42 |
70 | |||
Proceeds on disposal of property, plant and equipment | 64 | 71 | 117 | |||
Purchases of property, plant and equipment | (610) | (502) | (1,161) | |||
Acquisition of other intangible assets | (1,124) | (725) | (1,678) | |||
Purchases of investments | (822) | (29) | (542) | |||
Acquisition of subsidiaries |
| - | - | (2,078) | ||
Net cash acquired with subsidiary | 440 |
| - | 33 | ||
Net cash used in investing activities | (2,026) | (1,143) | (5,239) | |||
Financing activities Proceeds from issue of shares |
89 |
- |
205 | |||
Dividends paid | (2,788) | (2,705) | (4,043) | |||
Repayments of borrowings | 10 | (28,591) | (13,326) | (15,444) | ||
Repayments of obligations under finance leases | (283) | (381) | (687) | |||
New bank loans raised | 10 | 18,000 | 6,688 | 28,681 | ||
Increase/(decrease) in bank overdrafts | 1,873 | (6,252) | (13,736) | |||
Net cash used in financing activities | (11,700) | (15,976) | (5,024) | |||
Net increase/(decrease) in cash and cash equivalents | 230 | (722) | 2,674 | |||
Cash and cash equivalents at beginning of period | 48,757 | 47,758 | 47,758 | |||
Effect of foreign exchange rate changes | (379) | 472 | (1,675) | |||
Cash and cash equivalents at end of period | 13 | 48,608 | 47,508 | 48,757 |
Condensed consolidated statement of changes in equity
Share capital £000 | Share premium account £000 |
Merger reserve £000 |
Capital reserve £000 |
Own shares £000 |
Retained earnings £000 | Non- controlling interests £000 |
Total £000 | ||||||||
At 1 January 2014 (audited) | 415 | 32,704 | 6,872 | 662 | (433) | (1,378) | 21,831 | 60,673 | |||||||
Issue of share capital (note 11) Share premium arising on issue of share capital (note 11) | 12
- | -
2,555 | -
- | -
- | -
- | -
- | -
- | 12
2,555 | |||||||
Profit/(loss) for the financial | |||||||||||||||
period | - | - | - | - | - | 3,675 | (181) |
| 3,494 | ||||||
Dividends paid (note 5) Actuarial losses on defined benefit pension schemes | -
- | -
- | -
- | -
- | -
- | (2,788)
(5,897) | -
- | (2,788)
(5,897) | |||||||
Tax on items taken to equity Losses on cash flow hedges | -
- | -
- | -
- | -
- | -
- | 957
(124) | -
- |
| 957
(124) | ||||||
Foreign exchange | |||||||||||||||
translation differences Movement in share-based payments | -
- | -
- | -
- | -
- | -
- | (666)
(203) | (44) - | (710)
(203) | |||||||
Movement in own shares | - | - | - | - | 80 | - | - | 80 | |||||||
Other movements | - | - | - | - | - | - | (33) | (33) | |||||||
At 30 June 2014 (unaudited) |
427 |
35,259 |
6,872 |
662 |
(353) |
(6,424) |
21,573 |
58,016 | |||||||
Share |
Share premium |
Merger |
Capital |
Own |
Retained |
Non- controlling | |||||||||
capital | account | reserve | reserve | shares | earnings | interests | Total | ||||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||||||||
At 1 January 2013 (audited) | 403 | 30,635 | 6,872 | 662 | (385) | (3,684) | 22,108 | 56,611 | |||||||
Issue of share capital (note 11) Share premium arising on issue of share capital (note 11) | 11
- | -
1,876 | -
- | -
- | -
- | -
- | -
- | 11
1,876 | |||||||
Profit for the financial period | - | - | - | - | - | 3,314 | 50 | 3,364 | |||||||
Dividends paid (note 5) Actuarial gains on defined benefit pension schemes | -
- | -
- | -
- | -
- | -
- | (2,705)
7,403 | -
- | (2,705)
7,403 | |||||||
Tax on items taken to equity Losses on cash flow hedges | -
- | -
- | -
- | -
- | -
- | (1,932)
(104) | -
- | (1,932)
(104) | |||||||
Foreign exchange | |||||||||||||||
translation differences Movement in share-based payments | -
- | -
- | -
- | -
- | -
- | 336
3 | 69
- | 405
3 | |||||||
Movement in own shares | - | - | - | - | (29) | - | - | (29) | |||||||
Other movements | - | - | - | - | - | - | (35) | (35) | |||||||
At 30 June 2013 (unaudited) | 414 | 32,511 | 6,872 | 662 | (414) | 2,631 | 22,192 | 64,868 |
Own shares comprise 251,905 (30 June 2013: 253,960; 31 December 2013: 258,453) shares held by the Charles Taylor Employee Share Ownership Plan Trust ("ESOP"). The market value of these shares was £579,382 (30 June 2013: £477,445; 31 December 2013: £651,302) at the balance sheet date.
The trustee of the ESOP is Summit Trust International SA, an independent professional trust company registered in Switzerland. The ESOP is a discretionary trust for the benefit of employees of the Group and provides a source of shares to distribute to the Group's employees (including executive directors and officers) under the Group's various bonus and incentive schemes, at the discretion of the trustee acting on the recommendation of a committee of the Board.
The assets, liabilities, income and costs of the ESOP are incorporated into the condensed set of financial statements.
There are no significant restrictions on the ability of subsidiaries to transfer funds to the parent in the form of cash dividends or to repay loans or advances other than company law requirements dealing with distributable profits, and in the case of the insurance companies' regulatory permissions and solvency limits.
Notes to the condensed set of financial statements
1. General information
The information for the year ended 31 December 2013 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
2. Accounting policies
Basis of preparation
The annualfinancial statements of Charles Taylor plc are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of 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.
Going concern
The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
Changes in accounting policy
In the current financial year, the Group has applied for the first time IFRS 10 "Consolidated Financial Statements" and IAS 28 (2011) "Investments in Associates and Joint Ventures", including the amendments to the transitional guidance. The directors do not consider the impact of these changes on the financial statements to be material.
3. Segmental information Identification of segments
For management and internal reporting purposes the Group is currently organised into four operating businesses whose principal activities are as follows:
• Management Services business - mutual management service.
• Adjusting Services business - energy, aviation, non marine and marine (including average) adjusting.
• Insurance Support Services business - non-life and life insurance support services, including captive management, investment management and risk management.
• Insurers in Run-off business - non-life and life insurance companies closed to new business.
Management information about these businesses is regularly provided to the Group's chief operating decision maker to assess their performance and to make decisions about the allocation of resources. Accordingly, these businesses correspond with the Group's operating segments under IFRS 8 "Operating Segments". Businesses forming part of each business which might otherwise qualify as reportable operating segments have been aggregated where they share similareconomic characteristics and meet the other aggregation criteria in IFRS 8.
In the Management Services business, a higher proportion of revenue arises in the second half of the financial year. There is no significant seasonality or cyclicality in the other businesses.
Measurement of segmental results and assets
Transactions between reportable segments are accounted for on the basis of the contractual arrangements in place for the provision of goods or services between segments and in accordance with the Group's accounting policies. Reportable segment results and assets are also measured on a basis consistent with the Group's accounting policies. Operating segment profit includes an allocation of central costs across the four businesses and excludes non-recurring adjusting items. Reconciliations of segmental results to the Group profit before tax are set out below.
Information about major customers
The Group derived revenue of £15.5m (to 30 June 2013: £14.8m, full year 2013: £29.8m) from one external customer which accounts for more than 10% of Group revenue, and is included within the Management Services business.
Professional Services businesses | Run-off | Other | Group | ||||||||||||
Six months to 30 June 2014 | Management Services£000 | Adjusting Services£000 | Insurance Support Services£000 | Unallocated£000 | Total£000 | Insurers in Run-off£000 | Inter-segment eliminations£000 | Total£000 | |||||||
Revenue from external clients | 20,307 | 26,390 | 8,155 | 1 | 54,853 | 1,960 | - | 56,813 | |||||||
Revenue from other operating segments | - | - | 1,592 | - | 1,592 | - | (1,592) | - | |||||||
Total revenue | 20,307 | 26,390 | 9,747 | 1 | 56,445 | 1,960 | (1,592) | 56,813 | |||||||
Depreciation and amortisation | (610) | (564) | (262) | - | (1,436) | (190) | - | (1,626) | |||||||
Other expenses | (16,639) | (24,474) | (8,366) | 91 | (49,388) | (1,767) | 1,592 | (49,563) | |||||||
Operating segment profit | 3,058 | 1,352 | 1,119 | 92 | 5,621 | 3 | - | 5,624 | |||||||
Share of results of associates | 18 | ||||||||||||||
Amortisation of acquired intangible assets | (681) | ||||||||||||||
Non-recurring costs (note 17) | (211) | ||||||||||||||
Operating profit | 4,750 | ||||||||||||||
Investment and other income | 85 | ||||||||||||||
Finance costs | (704) | ||||||||||||||
Profit before tax | 4,131 | ||||||||||||||
Amortisation of acquired intangible assets | 681 | ||||||||||||||
Non-recurring costs (note 17) | 211 | ||||||||||||||
Non-controlling interests before tax | 177 | ||||||||||||||
Profit before tax - adjusted | 5,200 |
3. Segmental information continued
Professional Services businesses |
Run-off |
Other |
Group | ||||||||||||
Management Services |
Adjusting Services | Insurance Support Services |
Unallocated |
Total |
Insurers in Run-off |
Inter-segment eliminations |
Total | ||||||||
Six months to 30 June 2013 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |||||||
Revenue from external | |||||||||||||||
clients | 19,125 | 28,273 | 6,235 | 4 | 53,637 | 2,489 | - | 56,126 | |||||||
Revenue from other | |||||||||||||||
operating segments | - | - | 1,727 | - | 1,727 | - | (1,727) | - | |||||||
Total revenue | 19,125 | 28,273 | 7,962 | 4 | 55,364 | 2,489 | (1,727) | 56,126 | |||||||
Depreciation and | |||||||||||||||
amortisation | (472) | (656) | (285) | - | (1,413) | (275) | - | (1,688) | |||||||
Other expenses | (16,490) | (23,978) | (7,526) | (7) | (48,001) | (1,861) | 1,727 | (48,135) | |||||||
Operating segment profit | 2,163 | 3,639 | 151 | (3) | 5,950 | 353 | - | 6,303 | |||||||
Share of results of | |||||||||||||||
associates | 8 | ||||||||||||||
Amortisation of acquired | |||||||||||||||
intangible assets | (465) | ||||||||||||||
Non-recurring costs (note 17) | (1,014) | ||||||||||||||
Operating profit | 4,832 | ||||||||||||||
Investment and other | |||||||||||||||
income | 43 | ||||||||||||||
Finance costs | (749) | ||||||||||||||
Profit before tax | 4,126 | ||||||||||||||
Amortisation of acquired | |||||||||||||||
intangible assets | 465 | ||||||||||||||
Non-recurring costs (note 17) | 1,014 | ||||||||||||||
Non-controlling interests | |||||||||||||||
before tax | (58) | ||||||||||||||
Profit before tax - adjusted | 5,547 |
3. Segmental information continued
Professional Services businesses | Run-off | Other | Group | ||||||||||||
Year to 31 December 2013 | Management Services£000 | Adjusting Services£000 | Insurance Support Services£000 | Unallocated£000 | Total£000 | Insurers in Run-off£000 | Inter-segment eliminations£000 | Total£000 | |||||||
Revenue from external clients | 41,069 | 54,922 | 12,536 | 17 | 108,544 | 5,034 | - | 113,578 | |||||||
Revenue from other operating segments | - | - | 3,337 | - | 3,337 | - | (3,337) | - | |||||||
Total revenue | 41,069 | 54,922 | 15,873 | 17 | 111,881 | 5,034 | (3,337) | 113,578 | |||||||
Depreciation and amortisation | (1,062) | (1,238) | (919) | - | (3,219) | (524) | - | (3,743) | |||||||
Other expenses | (33,379) | (48,840) | (15,832) | (170) | (98,221) | (3,728) | 3,337 | (98,612) | |||||||
Operating segment profit | 6,628 | 4,844 | (878) | (153) | 10,441 | 782 | - | 11,223 | |||||||
Share of results of associates | 69 | ||||||||||||||
Amortisation of acquired intangible assets | (1,181) | ||||||||||||||
Non-recurring costs (note 17) | (1,627) | ||||||||||||||
Operating profit | 8,484 | ||||||||||||||
Investment and other income | 92 | ||||||||||||||
Finance costs | (1,668) | ||||||||||||||
Profit before tax | 6,908 | ||||||||||||||
Amortisation of acquired intangible assets | 1,181 | ||||||||||||||
Non-recurring costs (note 17) | 1,627 | ||||||||||||||
Non-controlling interests before tax | 240 | ||||||||||||||
Profit before tax - adjusted | 9,956 |
3. Segmental information continued
At 30 June 2014 £000 | At 30 June 2013 £000 | At 31 December 2013 £000 | |||||||||||||||
| Professional Services businesses |
Insurers in Run-off |
Group | Professional Services businesses |
Insurers in Run-off |
Group | Professional Services businesses |
Insurers in Run-off |
Group | ||||||||
Management Services business |
3,247 |
- |
3,247 |
4,258 |
- |
4,258 |
2,021 |
- |
2,021 | ||||||||
Adjusting Services business | 113,299 | - | 113,299 | 103,030 | - | 103,030 | 109,535 | - | 109,535 | ||||||||
Insurance Support Services business | 31,549 | - | 31,549 | 29,427 | - | 29,427 | 31,265 | - | 31,265 | ||||||||
Unallocated assets and eliminations |
24,245 |
- |
24,245 |
25,511 |
- |
25,511 |
20,096 |
- |
20,096 | ||||||||
Insurers in Run-off business |
- |
310,939 |
310,939 |
- |
344,313 |
344,313 |
- |
322,248 |
322,248 | ||||||||
Total assets | 172,340 | 310,939 | 483,279 | 162,226 | 344,313 | 506,539 | 162,917 | 322,248 | 485,165 | ||||||||
Non-current assets | 63,240 | 2,834 | 66,074 | 58,063 | 3,223 | 61,286 | 60,310 | 3,000 | 63,310 | ||||||||
Current assets | 109,100 | 308,105 | 417,205 | 104,163 | 341,090 | 445,253 | 102,607 | 319,248 | 421,855 | ||||||||
Total assets | 172,340 | 310,939 | 483,279 | 162,226 | 344,313 | 506,539 | 162,917 | 322,248 | 485,165 | ||||||||
Current liabilities | (83,434) | (270,647) | (354,081) | (88,011) | (303,279) | (391,290) | (66,968) | (281,114) | (348,082) | ||||||||
Deferred consideration |
(625) |
(4,051) |
(4,676) |
- |
(5,348) |
(5,348) |
(102) |
(4,182) |
(4,284) | ||||||||
Net current assets | 25,041 | 33,407 | 58,448 | 16,152 | 32,463 | 48,615 | 35,537 | 33,952 | 69,489 | ||||||||
Non-current liabilities |
(56,704) |
- |
(56,704) |
(37,682) |
(54) |
(37,736) |
(62,487) |
- |
(62,487) | ||||||||
Deferred consideration | (2,040) | (7,762) | (9,802) | - | (7,297) | (7,297) | (980) | (8,659) | (9,639) | ||||||||
Total liabilities | (142,803) | (282,460) | (425,263) | (125,693) | (315,978) | (441,671) | (130,537) | (293,955) | (424,492) | ||||||||
Net assets |
29,537 |
28,479 |
58,016 |
36,533 |
28,335 |
64,868 |
32,380 |
28,293 |
60,673 | ||||||||
Non-controlling interests |
(1,007) |
(20,566) |
(21,573) |
(1,215) |
(20,977) |
(22,192) |
(1,057) |
(20,774) |
(21,831) | ||||||||
Equity attributable to owners ofthe Company |
28,530 |
7,913 |
36,443 |
35,318 |
7,358 |
42,676 |
31,323 |
7,519 |
38,842 |
Six months | Revenue
Six months |
Year to |
At | Non-current assets1
At |
At | ||||
to 30 June | to 30 June | 31 December | 30 June | 30 June | 31 December | ||||
2014 | 2013 | 2013 | 2014 | 2013 | 2013 | ||||
Geographical information | £000 | £000 | £000 | £000 | £000 | £000 | |||
United Kingdom | 14,738 | 14,823 | 29,241 | 48,083 | 43,580 | 45,975 | |||
Other Europe | 4,288 | 5,032 | 9,573 | 3,112 | 3,548 | 3,297 | |||
North America | 7,054 | 7,495 | 14,896 | 5,901 | 6,272 | 6,038 | |||
Asia Pacific | 8,212 | 8,573 | 16,704 | 1,294 | 1,243 | 1,315 | |||
Bermuda | 22,521 | 20,203 | 43,164 | 788 | 992 | 874 | |||
56,813 | 56,126 | 113,578 | 59,178 | 55,635 | 57,499 | ||||
1 Excluding deferred tax. |
4. Income tax expense
Tax for the six month period is charged at 14.2% (to 30 June 2013: 16.6%) representing the best estimate of the average annual effective tax rate expected for the full year, applied to the adjusted pre-tax income of the six month period.
5. Dividends
Six months to 30 June2014£000 | Six monthsto 30 June2013£000 | Year to31 December 2013£000 | |||
Ordinary dividends paid comprise: | |||||
Final dividend paid (2013: 6.75p, 2012: 6.75p) | 2,788 | 2,705 | 2,705 | ||
Interim dividend paid (2013: 3.25p) | - | - | 1,338 | ||
2,788 | 2,705 | 4,043 |
The interim dividend of 3.25p per share was approved by the Board on 28 August 2014 and has not been included as a liability as at 30 June 2014.
6. Earnings per share
Earnings per ordinary share have been calculated by dividing the profit on ordinary activities after taxation and non-controlling interests for each period by the weighted average number of shares in issue. The shares held by the ESOP have been excluded from the calculation because the trustees have waived the right to dividends on these shares.
The calculation of the statutory basic, statutory diluted and adjusted earnings per share is based on the following data:
Six months to 30 June 2014 | Six months to 30 June 2013 | Year to 31 December 2013 | |||
£000 | £000 | £000 | |||
Earnings Earnings for the purposes of adjusted earnings per share being adjusted profit after tax attributable to owners of the Company |
4,450 |
4,557 |
8,185 | ||
Amortisation of acquired intangible assets | (681) | (465) | (1,181) | ||
Non-recurring costs (note 17) | (211) | (1,014) | ( 1,627) | ||
Tax on non-recurring costs | 117 | 236 | 430 | ||
Earnings for the purposes of statutory basic and statutory diluted earnings per share being net profit attributable to owners of the Company |
3,675 |
3,314 |
5,807 |
Number | Number | Number | |||
Number of shares | |||||
Weighted average number of ordinary shares for the purposes of statutory basic earnings per share | 41,631,237 | 40,471,896 | 40,835,149 | ||
Effect of dilutive potential ordinary shares:Share options | 447,430 | 285,241 | 329,128 | ||
Weighted average number of ordinary shares for the purposes of statutory diluted earnings per share | 42,078,667 | 40,757,137 | 41,164,277 |
7. Goodwill
The increase in goodwill from £41.5m at 31 December 2013 to £42.0m at 30 June 2014 was due to £0.6m goodwill arising on the acquisition of KLA Group (see note 9) offset by £0.1m of expense as a result of foreign exchange differences.
8. Other intangible assets
During the period we have reduced the value of the intangible assets recognised as part of the KnowledgeCenter acquisition by £240,000, as a result of the business not meeting performance targets.
9. Acquisition of subsidiaries
KLA Group
On 14 May 2014, the Group acquired 100% of the issued share capital of KLA Holdings Limited and its subsidiary Knowles Loss Adjusters Limited ("Knowles"). Knowles is a UK loss adjusting business focused on UK property and casualty ("P&C") claims, complementing the existing loss adjusting services provided by the Group.
The business contributed £0.6m revenue and £0.0m profit before tax to the Group since the acquisition date.
If the acquisition had been completed on the first day of the financial year the combined revenue for the Group and statutory profit before tax would have been £58.1m and £4.2m respectively. The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
KLA Group | |||||
Carrying amount before acquisition £000 | Adjustments £000 | Amount recognised at acquisition £000 | |||
Identifiable intangible assets | - | 2,025 | 2,025 | ||
Property, plant and equipment | 44 | - | 44 | ||
Trade and other receivables | 569 | - | 569 | ||
Cash and cash equivalents | 440 | - | 440 | ||
Trade and other payables | (416) | - | (416) | ||
Tax liabilities | (83) | - | (83) | ||
Identifiable assets and liabilities | 554 | 2,025 | 2,579 | ||
Goodwill | 593 | ||||
Consideration | 3,172 | ||||
Satisfied by: | |||||
Ordinary shares of the Company | 1,631 | ||||
Deferred consideration | 1,541 | ||||
Consideration | 3,172 |
The deferred consideration of £1.5m is contingent on the performance of the business post acquisition and is limited to a £2.0m maximum, with no minimum payment. The goodwill is underpinned by a number of elements which individually cannot be quantified. Most significant amongst these is the premium attributable to a highly skilled workforce and established experience in the field of P&C loss adjusting and third party claims administration.
10. Bank overdrafts and loans
Loans raised during the period amounted to £18.0m (to 30 June 2013: £6.7m, full year 2013: £26.7m) and repayments on loans amounted to £28.6m (to 30 June 2013: £13.3m, full year 2013: £15.4m). As noted in last year's annual audited financial statements, the Group's senior banking facilities were renewed on 7 November 2013 for a five-year term.
11. Share capital
Share capital as at 30 June 2014 amounted to £427,000 (at 30 June 2013: £414,000, at 31 December 2013: £415,000). 1,193,197 1p shares were issued during the period (to 30 June 2013: 1,069,179, full year 2013: 1,195,338). The consideration above 1p per share is reflected in the share premium account and amounts to £2,555,000 (to 30 June 2013: £1,876,000, full year 2013: £2,096,000).
12. Notes to the condensed consolidated cash flow statement |
Six months to |
Six months to |
Year to | ||
30 June 2014 | 30 June 2013 | 31 December 2013 | |||
£000 | £000 | £000 | |||
Operating profit Adjustments for: Depreciation of property, plant and equipment | 4,750
834 | 4,832
989 | 8,484
2,253 | ||
Amortisation of intangibles | 1,473 | 1,165 | 2,671 | ||
Other non-cash items | 480 | 330 | 2,253 | ||
Decrease in provisions | (1,164) | (1,045) | (2,193) | ||
Share of results of associates and joint ventures | (18) | (8) | (69) | ||
Operating cash flows before movements in working capital | 6,355 | 6,263 | 13,399 | ||
Increase in receivables | (5,969) | (5,295) | (1,946) | ||
Increase in payables | 15,840 | 14,820 | 581 | ||
Decrease in insurance company assets | 11,143 | 8,237 | 30,079 | ||
Decrease in insurance company liabilities | (10,467) | (9,597) | (31,761) | ||
Cash generated by operations Contributed by: - Professional Services | 16,902
16,190 | 14,428
15,054 | 10,352
10,186 | ||
- Insurers in Run-off | 712 | (626) | 166 | ||
Cash generated by operations | 16,902 | 14,428 | 10,352 | ||
Income taxes paid | (536) | (423) | (1,041) | ||
Interest paid | (554) | (532) | (1,151) | ||
Net cash before movement in client funds | 15,812 | 13,473 | 8,160 | ||
Movement in client funds | (1,856) | 2,924 | 4,777 | ||
Net cash from operating activities | 13,956 | 16,397 | 12,937 |
Additions to tangible fixed assets during the period amounting to £59,000 (to 30 June 2013: £nil, full year 2013: £nil) were financed by new finance leases.
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank and other short-term highly-liquid investments with a maturity of three months or less. Cash includes client funds of £38.1m (30 June 2013: £38.1m, 31 December 2013: £40.0m).
13. Net interest bearing liabilities |
At |
At |
At | ||
30 June 2014 | 30 June 2013 | 31 December 2013 | |||
£000 | £000 | £000 | |||
Cash and cash equivalents | 48,608 | 47,508 | 48,757 | ||
Bank overdrafts | (6,313) | (11,924) | (4,440) | ||
Current loans | (855) | (2,661) | (862) | ||
Non-current bank loans | (24,819) | (13,599) | (35,255) | ||
Finance leases | (369) | (878) | (584) | ||
16,252 | 18,446 | 7,616 | |||
Client funds | (38,134) | (38,137) | (39,990) | ||
(21,882) | (19,691) | (32,374) |
14. Financial instruments
Valuation techniques and assumptions applied for the purposes of measuring fair value
The fair values of the Group's financial assets and liabilities are determined as follows:
· For those financial assets and liabilities that are cash or short-term trade receivables or payables, carrying amount is a reasonable approximation of fair value.
· Retirement benefit obligations are valued by independent actuaries in accordance with IFRS.
· The Group's remaining financial assets and liabilities are measured, subsequent to initial recognition, at fair value, and they can be grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Fair value hierarchy
For each of the assets in the table below carrying value is a reasonable approximation to fair value. There are no level 1 financial assets or liabilities and there were no transfers between level 1 and 2 during the period, nor were there any valuation changes. All movements in the asset or liability values below, except deferred consideration, are through the income statement.
Deferred consideration has increased by £0.6m, being £1.5m arising on the acquisition of KLA Group (see note 9), offsetting a distribution of £0.9m of loan notes convertible to shares to former owners of the LCL Group. Other movements in deferred consideration are through the income statement and net to nil.
At 30 June 2014 | At 30 June 2013 | At 31 December 2013 | |||||||
Level 2 | Level 3 | Total | Level 2 | Level 3 | Total | Level 2 | Level 3 | Total | |
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Trade debtors | - | 26,136 | 26,136 | - | 22,158 | 22,158 | - | 22,807 | 22,807 |
Accrued income | - | 22,934 | 22,934 | - | 24,121 | 24,121 | - | 23,278 | 23,278 |
Deferred consideration | - | (14,478) | (14,478) | - | (12,645) | (12,645) | - | (13,923) | (13,923) |
FX forward contracts | 4 | - | 4 | 304 | - | 304 | (120) | - | (120) |
Interest rate swaps | - | - | - | (193) | - | (193) | (61) | - | (61) |
4 | 34,592 | 34,596 | 111 | 33,634 | 33,745 | (181) | 32,162 | 31,981 |
The fair values of the financial assets and liabilities included in the Level 2 category have been independently valued by the Royal Bank of Scotland and HSBC based on observable market conditions prevailing at the valuation date, including relevant foreign exchange rates and the zero-coupon yield curve.
The fair values of the financial assets and liabilities included in the Level 3 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis with the most significant inputs being the discount rate that reflects substantially the same terms and characteristics including the credit quality of the instrument:
· Trade debtors are reduced by a discount to reflect the time value of money at a discount rate of 2.75% (30 June 2013: 2.59%, 31 December 2013: 2.75%) that reflects the Group's debt funding rate over the relevant maturities.
· Accrued income is uplifted by 5.4% for anticipated unrecorded income, which is based on average over-recovery of unrecorded income during 2014, and then discounted for the time value of money at 2.75% (30 June 2013: 2.59%, 31 December 2013: 2.75%) that reflects the Group's debt funding rate over the relevant maturities.
· Deferred consideration is reduced by a discount to reflect the time value of money at a discount rate of 4.03% (30 June 2013: 4.50%, 31 December 2013: 4.63%) that reflects the Group's debt funding rate over the relevant maturities.
The sensitivity of the fair values of trade debtors and accrued income to changes in the discount rate is negligible, irrespective of the change in discount rate. The sensitivity of the fair value of deferred consideration to reasonably likely changes in the discount rate is immaterial.
15. Pensions
The Group contributes to a number of defined benefit pension schemes on behalf of employees. The present value of the retirement benefit obligation at 30 June 2014 has been arrived at by recalculating the 31 December 2013 liabilities using the financial assumptions at 30 June 2014 and rolling forward the liability, allowing for interest and benefit accrual to 30 June 2014. The value of plan assets represents the bid value of invested assets at 30 June 2014 plus cash balances held.
The financial assumptions used to calculate scheme liabilities under IAS 19R "Employee benefits" are as follows:
At30 June2014£000 | At30 June2013£000 | At31 December 2013£000 | |||
Rate of increase in salaries | 3.40 | 3.30 | 3.40 | ||
Rate of increase of pensions in payment | |||||
- RPI | |||||
- max 5% | 3.40 | 3.30 | 3.40 | ||
- max 2.5% | 2.50 | 2.50 | 2.50 | ||
- min 3%, max 5% | 3.40 | 3.30 | 3.40 | ||
- CPI | |||||
- max 5% | 2.65 | 2.55 | 2.65 | ||
- max 2.5% | 2.50 | 2.50 | 2.50 | ||
Discount rate | 4.30 | 4.90 | 4.60 | ||
Inflation assumption | |||||
- RPI | 3.40 | 3.30 | 3.40 | ||
- CPI | 2.65 | 2.55 | 2.65 |
Amount recognised in the balance sheet in respect of the Group's retirement benefit obligations
At 30 June 2014 | At 30 June 2013 | At 31 December 2013 | |||
£000 | £000 | £000 | |||
Total market value of assets | 81,986 | 76,219 | 79,009 | ||
Actuarial value of liability | (111,095) | (97,772) | (103,604) | ||
Effect of paragraph 58(b) limit | (2,140) | (1,443) | (1,867) | ||
Overseas retirement benefit obligation | (151) | (217) | (209) | ||
Net liability recognised in the balance sheet | (31,400) | (23,213) | (26,671) | ||
Related deferred tax asset | 6,301 | 5,340 | 5,358 | ||
Pension liability net of related deferred tax asset | (25,099) | (17,873) | (21,313) |
16. 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.
17. Non-recurring costs
In the prior year the directors removed certain costs from the business in order to improve operational efficiency. The £0.2m cost incurred to date represents further restructuring costs arising from the reduction of headcount in certain business segments. The directors consider these costs to be of a non-recurring nature.
Forward-looking statements
This interim report contains certain forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Actual results may differ from those expressed in such statements, depending on a variety of factors, including demand and pricing; operational problems; general economic conditions; political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; exchange rate fluctuations and other changes in business conditions; the actions of competitors and other factors.
Responsibility Statement
We confirm that to the best of our 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 review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
By order of the Board
David Marock
Group Chief Executive Officer
Damian Ely
Group Chief Operating Officer
Tito Soso
Group Chief Financial Officer
Independent review report to Charles Taylor plc
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2014 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated cash flow statement, the condensed consolidated statement of changes in equity, and related notes 1 to 17. 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 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 it 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 Conduct Authority.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of 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 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 financial statements in the half-yearly financial report for the six months ended 30 June 2014 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 Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom 28 August 2014
Related Shares:
Charles Taylor