28th May 2014 07:00
28 May 2014
Brewin Dolphin Holdings PLC
Interim Financial Report
For the Half Year Ended 30 March 2014
Highlights
● | Adjusted1 profit before tax ("PBT") margin of 20.3% (2013: 17.1%).
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● | Total income of £146.3 million (31 March 2013: £139.0 million), an increase of 5.3%.
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● | Adjusted1 profit before tax of £29.7 million (31 March 2013: £23.7 million), an increase of 25.3%.
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● | Profit before tax of £21.4 million (31 March 2013: £6.8 million).
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● | Strong growth in discretionary funds to £22.7 billion at 30 March 2014 (29 September 2013: £21.3 billion, 31 March 2013: £20.4 billion). | |
● | Adjusted1 earnings per share: | |
- | Basic earnings per share of 9.1p (31 March 2013: 7.5p) an increase of 21.3%. | |
- | Diluted earnings per share of 8.6p (31 March 2013: 7.1p) an increase of 21.1%.
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● | Earnings per share: | |
- | Basic earnings per share of 6.7p (31 March 2013: 2.2p). | |
- | Diluted earnings per share of 6.3p (31 March 2013: 2.0p).
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● | Strong balance sheet underpinned by growing cash generation
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● | Interim dividend of 3.65 pence per share in line with guidance.
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● | A post period end non cash impairment charge to be taken in H2 2014 of £32 million pre-tax as a result of the decision announced on 13 May not to proceed with a major software implementation. |
1 These figures have been adjusted to exclude redundancy costs, additional FSCS levy, onerous lease contracts provision and amortisation of client relationships.
Declaration of Interim Dividend
The Board declares an interim dividend of 3.65p per share. The interim dividend is payable on 4 July 2014 to shareholders on the register at the close of business on 6 June 2014 with an ex-dividend date of 4 June 2014.
David Nicol, Chief Executive said
"The Group has made good financial and operational progress over the first half of 2014. The process of streamlining the business is on track and this is reflected in the significant progress made towards the adjusted profit before tax margin target of 25%. It is encouraging to see the rationalisation of the business model begin to bear fruit as organic growth is achieved.
We are committed to continued improvement and strengthening of the business and will continue to make the difficult decisions necessary to achieve this as evidenced by the refocused systems priorities. The streamlining of the business through improved operating processes and clearer focus on core services should not only secure further shareholder returns, but also substantially reduce risk."
For further information
David Nicol, Chief Executive
Brewin Dolphin Holdings PLC
020 7248 4400
Andrew Westenberger, Finance Director
Brewin Dolphin Holdings PLC
020 7248 4400
Matthew Sims, Director of Investor Relations
Brewin Dolphin Holdings PLC
020 7248 4400
Andrew Hayes/Wendy Baker
Hudson Sandler
020 7796 4133
Interim Management Report
To the members of Brewin Dolphin Holdings PLC
Results for the 6 months ended 30 March 2014
The strong underlying results for the half year ended 30 March 2014 reflect the progress the Group has made on delivering against its strategic objectives. Adjusted profit before tax grew by 25% to £29.7 million (31 March 2013: £23.7 million) and adjusted diluted EPS grew by 21% to 8.6 pence per share from 7.1 pence in March 2013.
Growth in adjusted profit before tax was driven by increased income, 5% higher than prior year, together with improving efficiency as reflected by the increase in adjusted profit before tax margin to 20.3% (31 March 2013: 17.1%).
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 2013 | % change | |
£'m | £'m | ||
Income | |||
Core1 | 134.4 | 118.6 | 13% |
Other | 11.9 | 20.4 | (42)% |
146.3 | 139.0 | 5% | |
Salaries | (51.3) | (53.4) | (4)% |
Other operating costs | (40.4) | (42.1) | (4)% |
Total fixed operating costs | (91.7) | (95.5) | (4)% |
Adjusted2 profit before variable staff costs | 54.6 | 43.5 | 26% |
Variable staff costs | (25.1) | (20.1) | 25% |
Adjusted2 operating profit | 29.5 | 23.4 | 26% |
Net finance income and other gains and losses | 0.2 | 0.3 | |
Adjusted2 profit before tax | 29.7 | 23.7 | 25% |
Exceptional costs | (8.3) | (16.9) | |
Profit before tax | 21.4 | 6.8 | 215% |
Taxation | (3.7) | (1.6) | |
Profit after tax | 17.7 | 5.2 | |
Earnings per share | |||
Basic earnings per share | 6.7p | 2.2p | 205% |
Diluted earnings per share | 6.3p | 2.0p | 215% |
Adjusted2 earnings per share | |||
Basic earnings per share | 9.1p | 7.5p | 21% |
Diluted earnings per share | 8.6p | 7.1p | 21% |
1 Core income is defined as income derived from fees and commissions charged on management and/or advice and execution activities relating to client portfolios.
2These figures have been adjusted to exclude redundancy costs, additional FSCS levy, onerous lease contracts provision and amortisation of client relationships.
Overall income growth resulted primarily from increasing core income, up 13% to £134.4 million (31 March 2013: £118.6 million). Against a backdrop of stronger equity markets, with average levels in H1 2014 being 6% higher than the same period last year, this was achieved from continued growth in new funds managed within our discretionary service. Income from other services remained flat against the same period last year, with the loss of advisory client funds resulting from the remaining service and pricing reviews being offset by the retention of funds at new standardised fee rates.
Other income continued to fall, to £11.9 million, down 42% (31 March 2013: £20.4 million) as a result of declining margins on cash deposits and a further £6.1 million reduction in trail income following the continued move away from trail paying unit trusts post RDR.
On-going initiatives to improve business efficiency by standardising operating processes and restructuring the business, together with strong cost discipline, resulted in a decline in total fixed operating costs of 4% from the same period last year.
Total fixed operating costs declined by 4% to £91.7 million, from £95.5 million in the same period last year.
Control over fixed salary cost inflation combined with reduced headcount from restructuring central functions and elements of the branch network in 2013 resulted in a 4% decline in salary costs to £51.3 million (31 March 2013: £53.4 million). This was despite increasing staff costs associated with the integration of major new technology systems in the period.
Other operating costs also declined 4% from £42.1 million in the same period last year to £40.4 million. Control over discretionary expenditure, lower depreciation from capital expenditure combined with reduced property costs resulting from branch consolidations, more than offset higher technology related costs from new system implementations and higher legal and professional fees.
Variable staff costs in the period grew in line with higher income and profit performance.
Exceptional costs in the period declined to £8.3 million from £16.9 million in the same period last year. This decline was the result of significantly lower charges taken in the period relating to redundancy costs from further restructuring and updated estimates of onerous contract provisions required.
Funds under management
£bn | 29 September 2013 | Inflows | Outflows | Service Switching | Net Flows | Growth Rate % * | Market Movement | 30 March 2014 |
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Discretionary | 21.3 | 1.0 | (0.6) | 0.2 | 0.6 | 6% | 0.8 | 22.7 |
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Advisory Managed | 4.8 | 0.1 | (0.2) | (0.3) | (0.4) | -16% | 0.1 | 4.5 |
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Advisory Dealing | 2.1 | 0.0 | (0.2) | (0.4) | (0.6) | -57% | 0.0 | 1.5 |
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Total Advisory | 6.9 | 0.1 | (0.4) | (0.7) | (1.0) | -29% | 0.1 | 6.0 |
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Total Managed/Advised | 28.2 | 1.1 | (1.0) | (0.5) | (0.4) | -3% | 0.9 | 28.7 |
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Execution Only | 6.7 | 0.5 | (0.4) | 0.5 | 0.6 | 18% | 0.1 | 7.4 |
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Total Funds | 34.9 | 1.6 | (1.4) | 0.0 | 0.2 | 1% | 1.0 | 36.1 |
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*Annualised | |||||||||||||
30 March 2014 | 29 September 2013 | % change | ||||
Indices | ||||||
FTSE WMA Private Investor Series Balanced Portfolio | 3,380 | 3,314 | 2.0% | |||
FTSE 100 | 6,615 | 6,513 | 1.6% |
Total managed/advised funds increased by 1.8% in the period to £28.7 billion from £28.2 billion in September 2013.
The strategy of focusing on our discretionary service whilst completing the remaining reviews of advisory services is reflected in the on-going growth in discretionary funds and net outflows from advisory funds.
Discretionary funds increased by 7% in the period, including £0.6 billion of net new funds, an annualised rate of 6%, above our target of achieving 5% per annum new funds growth. Discretionary funds under management now represent 79% (September 2013: 76%) of total managed/advised funds.
As reported at September 2013, approximately 40% of our managed advisory business was still due to move onto new standard national pricing structures, with the intention that this would be completed by the end of 2014. The completion of this move will bring the yield received for this service to a more sustainable level of approximately 75 bps from the 56 bps earned in 2013. Further progress on this initiative has been achieved in the period, taking the yield up to 61 bps for the six months ended 30 March 2014, although some delays have occurred as a result of ensuring that client communication was fair and appropriate. This work is still planned to be completed by the end of 2014.
Work has progressed in the period on developing and introducing an enhanced investment process in order to improve client experience. The roll out is now underway.
In addition, progress has been made on the various initiatives announced in September 2013 to support ongoing growth in client services managed within our discretionary service, such as the launch of a new website, various marketing initiatives and a refocused intermediary agent sales team.
The funds we hold in relation to our execution only business have grown by 10% to £7.4 billion.
Update on technology
As previously reported at the full year 2013 results, the first stage of the planned implementation of the JHC Figaro software ("Figaro") into Stocktrade, our execution only service, took place in September 2013.
The initiative to implement Figaro as a new core system for the Group's business was launched in 2011 aiming to achieve material cost saving opportunities through lower support headcount and lower technology operating costs. If achieved these benefits would have led to the improvement in the Group's operating margin from 15% to a planned 20%. By the end of 2012, as reported at the time, it became evident that the project was experiencing delays in design, configuration and testing.
Following the management changes in March 2013 an initial review of the project concluded that the implementation of Figaro was achievable. New project management was put in place, and simpler, standardised and consistent business operating processes were defined.
As a result of the review the management team were able to announce in May 2013 that the design work was largely complete and a new de-risked implementation plan was put in place commencing in the final quarter of 2013. This plan involved a first phase implementation into Stocktrade in order to more securely test the new system.
Following the implementation into Stocktrade initial benefits were experienced by way of improved client accessibility. However, a number of issues with the functionality and robustness of the software were uncovered. These are continuing to take additional time and resource to address. An ongoing deterioration in the Group's assessment of the project, post the H1 2014 period end, led the Board to undertake a full review of the plans to roll out Figaro more broadly across the Group.
As a result of the investigation into the underlying causes of these issues, the Board concluded in May 2014 that although Figaro is an acceptable solution for Stocktrade, it no longer believes it would be an appropriate operating system for the Group's discretionary wealth management business or to support the Group's strategic aims and new margin target of 25% by 2016. Accordingly, it was announced on 13 May 2014 that the project to develop and roll out Figaro to the rest of the business would be terminated.
The financial impact of this post balance sheet date decision is set out in note 17.
In December 2013 it was indicated that a further £20 million of capital expenditure on software development projects was anticipated over the following 18 months, including the project to roll out Figaro to the whole business. As a result of the decision discussed above there will be no increment to the Group's forecast capital expenditure for 2014 to 2016.
As disclosed in note 8, £4.5 million of capital expenditure (31 March 2013: £9.1 million) was incurred during the period on these projects, of which £3.3 million was on Figaro. Total capitalised software at 30 March 2014 was £37.5 million, of which approximately £36.0 million related to development projects. Within this, capitalised costs on the development of the Figaro system at 31 March 2014 were £33.2 million.
The decision to terminate the Figaro implementation was difficult to make, but one which the Board believes is correct and in shareholders', clients', and employees' long-term interests. The Board concluded that continued implementation would not support its 25% margin target and present the business with unacceptable risks and that a better, more achievable solution is to use existing technology architecture, with some additional enhancements. The current systems are well established and supported while continuing to deal with our high business levels.
As evidenced by the progress already achieved in the last 18 months, margin improvement is being brought about by change in the business and its key operating processes. Technology solutions via selective new and upgraded systems will be enabling elements of, but not be the primary driver of continuing improvement.
Strategy
The strategic aim of the Group remains unchanged and is focused on meeting the objectives that were put in place three years ago and have been reaffirmed by the current executive team. The strategic priorities of this strategy are:
· | To grow the number of clients we service and therefore the revenue we generate; |
· | To improve our efficiency; |
· | To maintain sufficient capital to maximise opportunities and cover risks; and |
· | To align dividend growth with underlying earnings growth. |
Delivering on this strategy requires the simplification of a complex business, standardising operational processes and taking tough decisions with a view to delivering long-term shareholder value. This process continues, and there is much still to be done.
The demand for high quality, trusted, face to face advice is rising. Brewin Dolphin has an experienced network, a strong organisation and brand, and an executive team committed to driving through the necessary change to strengthen the business in order to be able to benefit from this trend.
Capital
The Group continues to have a strong balance sheet with cash balances at period end of £109 million. These underpin its regulatory capital resources which continue to be in significant surplus to requirements.
The non-cash impairment charge resulting from the decision to end the roll out of the Figaro operating system to the Group's Discretionary Wealth Management business will not impact the Group's regulatory capital position, since intangible assets do not form part of the Group's regulatory capital base.
Dividend
The Group's dividend policy is to grow dividends in line with underlying adjusted earnings. A new dividend policy was announced in December 2013 to target a total annual payout rate of 60 - 80% of adjusted earnings per share. Further it was indicated that the final dividend would be used to reflect full year profitability, as is our normal practice. Accordingly, an interim dividend of 3.65 pence per share will be paid on 4 July 2014 to shareholders on the register on 6 June 2014.
The variable final dividend will be based on the full year target dividend payout ratio of 60% to 80% adjusted earnings per share.
Board
The Board has been strengthened with the appointment of additional non-executive directors to the Board. Ian Dewar was appointed to the Board on 15 November 2013 and became Chair of the Audit Committee following Jock Worsley's retirement at the AGM in February 2014. Paul Wilson was appointed to the Board on 9 December 2013 and became Chairman of the Remuneration Committee following the AGM in February 2014. Caroline Taylor was appointed to the Board on 21 May 2014. All of the non-executive directors are considered by the Company to be independent and the Board is now fully compliant with the UK Corporate Governance Code with respect to Board composition.
Going concern
As stated in note 2 to the condensed set of financial statements, the directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of time not less than 12 months from the date of this report. Accordingly, the directors continue to adopt a going concern basis in preparing the condensed financial statements.
Principal risks and uncertainties
The Directors consider that the nature of the principal risks and uncertainties which may have a material effect on the Group's performance during the remainder of its financial year remain unchanged from those identified on pages 27 to 30 of the 2013 Annual Report and Accounts available via our website www.brewin.co.uk.
Outlook
Over the last six months the economic backdrop has continued to improve. The combination of economic policy and historically low interest rates has underpinned growth in investment markets. Key indicators on growth and employment look positive for the future despite lacklustre Eurozone growth.
The Chancellor of the Exchequer and the Minister for Work and Pensions have put in place a strategy to modernise UK pensions. It is too early to predict the eventual impact of the Budget on the Group's funds under management. However, it was a Budget for savers and investors, and was welcomed by our clients.
These results build on the positive trends of the last twelve months, and it is encouraging to see the rationalisation of the business model begin to bear fruit as organic growth is achieved. Tackling the Group's legacy issues will take time. We are committed, however, to ongoing improvement and strengthening of the business and will continue to make the difficult decisions necessary to achieve this, as evidenced by the refocused systems priorities. The streamlining of the business through improved operating processes and a clearer focus on core services, together with this ongoing strengthening, should not only secure further shareholder returns, but also substantially reduce risk. These twin objectives remain management's priority.
David Nicol
Chief Executive
27 May 2014
Condensed Consolidated Income Statement
for the 26 week period ended 30 March 2014
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 20131 | Audited 52 weeks to 29 September 20131 | ||
Notes | £'000 | £'000 | £'000 | |
Revenue | 142,972 | 132,193 | 271,954 | |
Other operating income | 3,339 | 6,790 | 11,724 | |
Total income | 146,311 | 138,983 | 283,678 | |
Staff costs | (76,438) | (73,527) | (148,974) | |
Redundancy costs | (984) | (3,378) | (4,795) | |
Additional FSCS levy | - | (1,107) | (1,107) | |
Onerous contracts provision | (981) | (5,882) | (6,232) | |
Amortisation of intangible assets - client relationships | 8 | (6,426) | (6,494) | (12,520) |
Other operating costs | (40,399) | (42,087) | (83,418) | |
Operating expenses | (125,228) | (132,475) | (257,046) | |
Operating profit | 21,083 | 6,508 | 26,632 | |
Finance income | 4 | 555 | 612 | 1,452 |
Other gains and losses | - | (13) | 872 | |
Finance costs | 4 | (282) | (269) | (556) |
Profit before tax | 21,356 | 6,838 | 28,400 | |
Tax | 5 | (3,707) | (1,636) | (7,257) |
Profit for the period | 17,649 | 5,202 | 21,143 | |
Attributable to: | ||||
Equity shareholders of the parent | 17,649 | 5,202 | 21,143 | |
17,649 | 5,202 | 21,143 | ||
Earnings per share | ||||
Basic | 6 | 6.7p | 2.2p | 8.4p |
Diluted | 6 | 6.3p | 2.0p | 8.0p |
1 Restated see notes 2 and 16. |
Condensed Consolidated Statement of Comprehensive Income
for the 26 week period ended 30 March 2014
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 20131 | Audited 52 weeks to 29 September 20131 | |||||||||
£'000 | £'000 | £'000 | |||||||||
Profit for the period | 17,649 | 5,202 | 21,143 | ||||||||
Items that will not be reclassified subsequently to profit and loss: | |||||||||||
Actuarial loss on defined benefit pension scheme | (826) | (1,042) | (2,046) | ||||||||
Deferred tax credit on actuarial loss on defined benefit pension scheme | 165 | 239 | 403 | ||||||||
(661) | (803) | (1,643) | |||||||||
Items that may be reclassified subsequently to profit and loss: | |||||||||||
Revaluation of available-for-sale investments | - | 875 | 4,000 | ||||||||
Deferred tax charge credit on revaluation of available-for-sale investments | - | (201) | (633) | ||||||||
Exchange differences on translation of foreign operations | (88) | 163 | 147 | ||||||||
(88) | 837 | 3,514 | |||||||||
Other comprehensive income for the period | (749) | 34 | 1,871 | ||||||||
Total comprehensive income for the period | 16,900 | 5,236 | 23,014 | ||||||||
Attributable to: | |||||||||||
Equity shareholders of the parent | 16,900 | 5,236 | 23,014 | ||||||||
16,900 | 5,236 | 23,014 | |||||||||
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1 Restated see notes 2 and 16. |
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Condensed Consolidated Statement of Changes in Equity
for the 26 week period ended 30 March 2014
Attributable to the equity shareholders of the parent | |||||||||
Called up share capital | Share premium account | Own shares | Revaluation reserve | Merger reserve | Profit and loss account | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Balance at 30 September 2012 | 2,469 | 124,271 | (12,569) | 4,285 | 22,950 | 21,331 | 162,737 | ||
Restatement (see notes 2 and 16) | - | - | - | - | - | - | - | ||
Restated | 2,469 | 124,271 | (12,569) | 4,285 | 22,950 | 21,331 | 162,737 | ||
Profit for the period | - | - | - | - | - | 5,202 | 5,202 | ||
Other comprehensive income for the period | |||||||||
Deferred and current tax on other comprehensive income | - | - | - | (201) | - | 239 | 38 | ||
Actuarial loss on defined benefit pension scheme | - | - | - | - | - | (1,042) | (1,042) | ||
Revaluation of available-for-sale investments | - | - | - | 875 | - | - | 875 | ||
Exchange differences on translation of foreign operations | - | - | - | - | - | 163 | 163 | ||
Total comprehensive income for the period | - | - | - | 674 | - | 4,562 | 5,236 | ||
Dividends | - | - | - | - | - | (8,755) | (8,755) | ||
Issue of shares | 44 | 7,872 | - | - | - | - | 7,916 | ||
Own shares acquired in the period | - | - | (102) | - | - | - | (102) | ||
Share-based payments | - | - | - | - | - | 2,729 | 2,729 | ||
Tax on share-based payments | - | - | - | - | - | 51 | 51 | ||
Balance at 31 March 2013 | 2,513 | 132,143 | (12,671) | 4,959 | 22,950 | 19,918 | 169,812 | ||
Profit for the period | - | - | - | - | - | 15,941 | 15,941 | ||
Other comprehensive income for the period | |||||||||
Deferred and current tax on other comprehensive income | - | - | - | (432) | - | 164 | (268) | ||
Actuarial loss on defined benefit pension scheme | - | - | - | - | - | (1,004) | (1,004) | ||
Revaluation of available-for-sale investments | - | - | - | 3,125 | - | - | 3,125 | ||
Exchange differences on translation of foreign operations | - | - | - | - | - | (16) | (16) | ||
Total comprehensive income for the period | - | - | - | 2,693 | - | 15,085 | 17,778 | ||
Dividends | - | - | - | - | - | (9,322) | (9,322) | ||
Issue of shares | 199 | 1,198 | - | - | 38,430 | - | 39,827 | ||
Own shares acquired in the period | - | - | (63) | - | - | - | (63) | ||
Share-based payments | - | - | - | - | - | 3,406 | 3,406 | ||
Tax on share-based payments | - | - | - | - | - | 207 | 207 | ||
Balance at 29 September 2013 | 2,712 | 133,341 | (12,734) | 7,652 | 61,380 | 29,294 | 221,645 | ||
Profit for the period | - | - | - | - | - | 17,649 | 17,649 | ||
Other comprehensive income for the period | |||||||||
Deferred and current tax on other comprehensive income | - | - | - | - | - | 165 | 165 | ||
Actuarial loss on defined benefit pension scheme | - | - | - | - | - | (826) | (826) | ||
Revaluation of available-for-sale investments | - | - | - | - | - | - | - | ||
Exchange differences on translation of foreign operations | - | - | - | - | - | (88) | (88) | ||
Total comprehensive income for the period | - | - | - | - | - | 16,900 | 16,900 | ||
Dividends | - | - | - | - | - | (13,438) | (13,438) | ||
Issue of shares | 25 | 4,540 | - | - | - | - | 4,565 | ||
Own shares acquired in the period | - | - | (4,135) | - | - | - | (4,135) | ||
Own shares disposed of on exercise of options | - | - | 3,819 | - | - | (3,819) | - | ||
Share-based payments | - | - | - | - | - | 3,187 | 3,187 | ||
Tax on share-based payments | - | - | - | - | - | 2,250 | 2,250 | ||
Balance at 30 March 2014 | 2,737 | 137,881 | (13,050) | 7,652 | 61,380 | 34,374 | 230,974 | ||
Condensed Consolidated Balance Sheet
as at 30 March 2014
Unaudited as at 30 March 2014 | Unaudited as at 31 March 2013 | Audited as at 29 September 2013 | ||
Notes | £'000 | £'000 | £'000 | |
ASSETS | ||||
Non-current assets | ||||
Intangible assets | 8 | 126,435 | 128,741 | 127,448 |
Property, plant and equipment | 9 | 12,886 | 14,758 | 14,320 |
Available-for-sale investments | 10 | 10,000 | 6,875 | 10,000 |
Other receivables | 1,182 | 2,248 | 1,353 | |
Deferred tax asset | 2,621 | 1,254 | 672 | |
Total non-current assets | 153,124 | 153,876 | 153,793 | |
Current assets | ||||
Trading investments | 10 | 897 | 863 | 872 |
Trade and other receivables | 262,672 | 277,625 | 258,848 | |
Cash and cash equivalents | 136,378 | 73,697 | 136,987 | |
Total current assets | 399,947 | 352,185 | 396,707 | |
Total assets | 553,071 | 506,061 | 550,500 | |
LIABILITIES | ||||
Current liabilities | ||||
Bank overdrafts | 231 | 584 | 3,153 | |
Trade and other payables | 287,448 | 298,347 | 289,884 | |
Current tax liabilities | 3,270 | 1,868 | 2,880 | |
Provisions | 11 | 4,000 | 3,535 | 4,405 |
Shares to be issued including premium | 12 | 6,112 | 2,636 | 3,075 |
Total current liabilities | 301,061 | 306,970 | 303,397 | |
Net current assets | 98,886 | 45,215 | 93,310 | |
Non-current liabilities | ||||
Retirement benefit obligation | 13 | 8,684 | 9,496 | 9,177 |
Deferred purchase consideration | 1,131 | 1,579 | 1,185 | |
Provisions | 11 | 3,055 | 4,364 | 3,260 |
Shares to be issued including premium | 12 | 8,166 | 13,840 | 11,836 |
Total non-current liabilities | 21,036 | 29,279 | 25,458 | |
Total liabilities | 322,097 | 336,249 | 328,855 | |
Net assets | 230,974 | 169,812 | 221,645 | |
EQUITY | ||||
Called up share capital | 14 | 2,737 | 2,513 | 2,712 |
Share premium account | 14 | 137,881 | 132,143 | 133,341 |
Own shares | (13,050) | (12,671) | (12,734) | |
Revaluation reserve | 7,652 | 4,959 | 7,652 | |
Merger reserve | 61,380 | 22,950 | 61,380 | |
Profit and loss account | 34,374 | 19,918 | 29,294 | |
Equity attributable to equity holders of the parent | 230,974 | 169,812 | 221,645 | |
Condensed Consolidated Cash Flow Statement
for the 26 week period ended 30 March 2014
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 2013 | Audited 52 weeks to 29 September 2013 | ||
Notes | £'000 | £'000 | £'000 | |
Net cash inflow from operating activities | 15 | 23,881 | 13,467 | 60,516 |
Cash flows from investing activities | ||||
Purchase of intangible assets - client relationships | (147) | (3,079) | (3,431) | |
Purchase of intangible assets - software | (4,697) | (9,098) | (15,121) | |
Purchases of property, plant and equipment | 9 | (1,559) | (1,708) | (4,502) |
Proceeds on disposal of available-for-sale investments | - | - | 885 | |
Dividend received from available-for-sale investments | - | - | 286 | |
Net cash used in investing activities | (6,403) | (13,885) | (21,883) | |
Cash flows from financing activities | ||||
Dividends paid to equity shareholders | (13,438) | - | (18,077) | |
Purchase of own shares | (4,135) | (102) | (165) | |
Proceeds on issue of shares | 2,447 | 2,049 | 41,875 | |
Net cash (used in)/from financing activities | (15,126) | 1,947 | 23,633 | |
Net increase in cash and cash equivalents | 2,352 | 1,529 | 62,266 | |
Cash and cash equivalents at the start of period | 133,834 | 71,584 | 71,584 | |
Effect of foreign exchange rates | (39) | - | (16) | |
Cash and cash equivalents at the end of period | 136,147 | 73,113 | 133,834 | |
Firm's cash | 109,174 | 45,739 | 116,686 | |
Firm's overdraft | (231) | (584) | (3,153) | |
Firm's net cash | 108,943 | 45,155 | 113,533 | |
Client settlement cash | 27,204 | 27,958 | 20,301 | |
Net cash and cash equivalents | 136,147 | 73,113 | 133,834 | |
Cash and cash equivalents shown in current assets | 136,378 | 73,697 | 136,987 | |
Bank overdrafts | (231) | (584) | (3,153) | |
Net cash and cash equivalents | 136,147 | 73,113 | 133,834 | |
For the purposes of the cash flow statement, cash and cash equivalents include bank overdrafts.
Notes to the Condensed Set of Financial Statements
1. | General information |
Brewin Dolphin Holdings PLC (the "Company") is a public limited company incorporated in the United Kingdom. The shares of the Company are listed on the London Stock Exchange. The address of its registered office is 12 Smithfield Street, London EC1A 9BD. This Interim Financial Report was approved for issue on 27 May 2014.
A copy of this Interim Financial Report including Condensed Financial Statements for the26 week period ended 30 March 2014 is available at the Company's registered office and on the Company's investor relations website.
The information for the 52 week period ended 29 September 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 auditor 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 annual financial statements of Brewin Dolphin Holdings PLC are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The condensed set of financial statements included in this Interim Financial Report for the26 week period ended 30 March 2014 should be read in conjunction with the annual audited financial statements of Brewin Dolphin Holdings PLC for the 52 week period ended29 September 2013.
The condensed set of financial statements included in this Interim Financial Report 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 (DTR) of the Financial Conduct Authority.
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 and disclosure
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 annual audited financial statements for the 52 week period ended 29 September 2013 with the exception set out below.
IAS 19 (Revised) has been applied retrospectively in accordance with IAS 8 'Accounting Policies, Changes in Accounting Estimates And Errors' and has led to the restatement of prior period amounts. The impact of adopting IAS 19 (Revised) on the Group's financial statements is for the interest costs on Scheme liabilities and expected return on Scheme assets in the income statement to be replaced with a single net interest cost item calculated by applying the discount rate assumption to the net defined benefit asset or liability. The impact of the restatement is set out in note 16.
3. | Related party transactions |
There have been no related party transactions that have taken place in the period that have materially affected the financial position or the performance of the Group during the period and no changes to related party transactions from those disclosed in the 2013 Annual Report and Accounts available via our website www.brewin.co.uk that could have a material effect on the financial position or the performance of the Group. Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed. There were no other transactions with related parties which were not part of the Group during the period, with the exception of remuneration paid to key management personnel.
4. | Finance income and costs |
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 20131 | Audited 52 weeks to 29 September 20131 | |
£'000 | £'000 | £'000 | |
Finance income | |||
Dividends from available-for-sale investments | - | - | 436 |
Interest on bank deposits | 555 | 612 | 1,016 |
555 | 612 | 1,452 | |
Finance costs | |||
Finance cost of deferred consideration | 65 | 62 | 149 |
Interest expense on defined pension obligation | 184 | 200 | 372 |
Unwind of discounts on provisions | 16 | - | 18 |
Interest on bank overdrafts | 17 | 7 | 17 |
282 | 269 | 556 | |
1 Restated see notes 2 and 16. |
5. | Taxation |
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 20131 | Audited 52 weeks to 29 September 20131 | |
£'000 | £'000 | £'000 | |
United Kingdom | |||
Current tax | 3,094 | 1,498 | 6,590 |
Prior period | - | 328 | 256 |
Overseas tax | |||
Current tax | 147 | 113 | 194 |
Prior period | - | - | |
3,241 | 1,939 | 7,040 | |
United Kingdom deferred tax | |||
Current year | 537 | (31) | 325 |
Prior period | (71) | (272) | (108) |
Total | 3,707 | 1,636 | 7,257 |
1 Restated see notes 2 and 16. |
6. | Earnings per share |
The calculation of the basic and diluted earnings per share is based on the following data:
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 20131 | Audited 52 weeks to 29 September 20131 | |
'000 | '000 | '000 | |
Number of shares | |||
Basic | |||
Weighted average number of shares in issue in the period | 264,623 | 241,421 | 250,391 |
Diluted | |||
Weighted average number of options outstanding for the period | 13,775 | 11,570 | 12,211 |
Estimated weighted average number of shares earned under deferred consideration arrangements | 2,768 | 1,796 | 3,434 |
Diluted weighted average number of options and shares for the period | 281,166 | 254,787 | 266,036 |
£'000 | £'000 | £'000 | |
Basic earnings attributable to ordinary shareholders | |||
Profit for the period | 17,649 | 5,202 | 21,143 |
Disposal of available-for-sale investment | - | - | (885) |
Redundancy costs | 984 | 3,378 | 4,795 |
Additional FSCS levy | - | 1,107 | 1,107 |
Onerous contracts provision | 981 | 5,882 | 6,232 |
Amortisation of intangible assets - client relationships | 6,426 | 6,494 | 12,520 |
less tax effect of above | (1,846) | (3,962) | (5,586) |
Adjusted basic profit for the period and attributable earnings excluding redundancy costs, additional FSCS levy, onerous lease contracts provision, amortisation of client relationships and disposal of available-for-sale investment | 24,194 | 18,101 | 39,326 |
Diluted earnings attributable to ordinary shareholders | |||
Profit for the period | 17,649 | 5,202 | 21,143 |
Finance costs of deferred consideration (Note a) | 58 | 19 | 142 |
less tax | (13) | (4) | (33) |
Adjusted fully diluted profit for the period and attributable earnings | 17,694 | 5,217 | 21,252 |
Disposal of available-for-sale investment | - | - | (885) |
Redundancy costs | 984 | 3,378 | 4,795 |
Additional FSCS levy | - | 1,107 | 1,107 |
Onerous contracts provision | 981 | 5,882 | 6,232 |
Amortisation of intangible assets - client relationships | 6,426 | 6,494 | 12,520 |
less tax effect of above | (1,846) | (3,962) | (5,586) |
Adjusted basic profit for the period and attributable earnings excluding redundancy costs, additional FSCS levy, onerous lease contracts provision, amortisation of client relationships and disposal of available-for-sale investment | 24,239 | 18,116 | 39,435 |
Earnings per share | |||
Basic | 6.7p | 2.2p | 8.4p |
Diluted | 6.3p | 2.0p | 8.0p |
Adjusted earnings per share | |||
Excluding redundancy costs, additional FSCS levy, onerous lease contracts provision, amortisation of client relationships and disposal of available-for-sale investment
| |||
Basic | 9.1p | 7.5p | 15.7p |
Diluted | 8.6p | 7.1p | 14.8p |
1 Restated see notes 2 and 16. | |||
a) Finance costs of deferred consideration are added back where the issue of shares is more dilutive than the interest cost saved. |
7. | Dividends |
| Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 2013 | Audited 52 weeks to 29 September 2013 |
£'000 | £'000 | £'000 | |
Amounts recognised as distributions to equity shareholders in the period: | |||
Final dividend paid 28 March 2014, 5.05p per share (2013: 3.6p per share) | 13,438 | 8,755 | 8,755 |
Interim dividend paid 28 June 2013, 3.55p per share | - | - | 9,322 |
13,438 | 8,755 | 18,077 | |
An interim dividend of 3.65p per share was declared by the Board on 27 May 2014 and has not been included as a liability as at 30 March 2014. This interim dividend will be paid on 4 July 2014 to shareholders on the register at the close of business on 6 June 2014 with an ex-dividend date of 4 June 2014. |
8. | Intangible assets |
Goodwill | Client relationships | Software development costs | Purchased software | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Cost | |||||
At 30 September 2012 | 48,637 | 94,690 | 1,608 | 28,875 | 173,810 |
Additions | - | 4,330 | 517 | 8,581 | 13,428 |
Exchange differences | - | 9 | - | - | 9 |
Revaluation of shares to be issued and deferred purchase consideration in respect of acquisitions in prior periods | - | 2,636 | - | - | 2,636 |
At 31 March 2013 | 48,637 | 101,665 | 2,125 | 37,456 | 189,883 |
Additions | - | 286 | 536 | 6,654 | 7,476 |
Disposals | - | - | - | (156) | (156) |
Exchange differences | - | (1) | - | - | (1) |
Revaluation of shares to be issued and deferred purchase consideration in respect of acquisitions in prior periods | - | (1,372) | - | - | (1,372) |
At 29 September 2013 | 48,637 | 100,578 | 2,661 | 43,954 | 195,830 |
Additions | - | 740 | 27 | 4,452^ | 5,219 |
Exchange differences | - | (2) | - | - | (2) |
Revaluation of shares to be issued and deferred purchase consideration in respect of acquisitions in prior periods | - | 1,453 | - | - | 1,453 |
At 30 March 2014 | 48,637 | 102,769 | 2,688 | 48,406 | 202,500 |
^ £4.2m of purchased software acquired in the period relate to assets which are under development and not yet in use. | |||||
Accumulated amortisation and impairment | |||||
At 30 September 2012 | - | 43,477 | 762 | 8,641 | 52,880 |
Amortisation charge for the period | - | 6,494 | 156 | 1,612 | 8,262 |
Impairment losses for the period | - | - | - | - | - |
At 31 March 2013 | - | 49,971 | 918 | 10,253 | 61,142 |
Amortisation charge for the period | - | 6,026 | 109 | 1,144 | 7,279 |
Eliminated on disposal | - | - | - | (39) | (39) |
Impairment losses for the period | - | - | - | - | - |
At 29 September 2013 | - | 55,997 | 1,027 | 11,358 | 68,382 |
Amortisation charge for the period | - | 6,426 | 96 | 1,161 | 7,683 |
Impairment losses for the period | - | - | - | - | - |
At 30 March 2014 | - | 62,423 | 1,123 | 12,519 | 76,065 |
Net book value | |||||
At 30 September 2012 | 48,637 | 51,213 | 846 | 20,234 | 120,930 |
At 31 March 2013 | 48,637 | 51,694 | 1,207 | 27,203 | 128,741 |
At 29 September 2013 | 48,637 | 44,581 | 1,634 | 32,596 | 127,448 |
At 30 March 2014 | 48,637 | 40,346 | 1,565 | 35,887 | 126,435 |
9. | Property, plant and equipment |
During the period the Group spent £0.3 million (26 weeks to 31 March 2013: £0.6 million, 52 weeks to 29 September 2013: £2.0 million) on leasehold improvements, £1.1 million (26 weeks to 31 March 2013: £0.8 million, 52 weeks to 29 September 2013: £1.3 million) on computer equipment and £0.2 million (26 weeks to 31 March 2013: £0.3 million, 52 weeks to 29 September 2013: £1.2 million) on office equipment. The depreciation charge for the period was £3.0m (31 March 2013: £2.9m, 29 September 2013: £5.6m).
10. | Investments |
Available-for-sale investments | ||
Unlisted investments | Total | |
£'000 | £'000 | |
Fair value | ||
At 30 March 2014 | 10,000 | 10,000 |
At 31 March 2013 | 6,875 | 6,875 |
At 29 September 2013 | 10,000 | 10,000 |
The unlisted available-for-sale investments is Euroclear plc (31 March 2013: Euroclear plc and N+1 Singer Ltd).
The holding in Euroclear plc is as a result of a £431,000 strategic investment in Crest, the London based settlement system. Crest was taken over by Euroclear plc. The Group holds 19,899 ordinary shares of Euroclear plc's share capital (0.55%). As at 29 September 2013, the Directors updated their valuation of the Group's holding in Euroclear plc; the valuation is £10 million (31 March 2013: £6 million, 29 September 2013: £10 million). This valuation takes into account a number of different valuation methods including dividend yield.
Trading investments | ||
Listed investments | Total | |
£'000 | £'000 | |
Fair value | ||
At 30 March 2014 | 897 | 897 |
At 31 March 2013 | 863 | 863 |
At 29 September 2013 | 872 | 872 |
Investments are measured at fair value which is determined directly by reference to published prices in an active market where available.
11. | Provisions |
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 2013 | Audited 52 weeks to 29 September 2013 | |||
Sundry claims and associated costs | Onerous lease contracts | Total | Total | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
At start of period | 2,212 | 5,453 | 7,665 | 1,887 | 1,887 |
Additions | 736 | 980 | 1,716 | 6,770 | 8,118 |
Utilisation of provision | (147) | (939) | (1,086) | (292) | (1,245) |
Unwinding of discount | - | 16 | 16 | - | 18 |
Unused amounts reversed during the period | (753) | (503) | (1,256) | (466) | (1,113) |
At end of period | 2,048 | 5,007 | 7,055 | 7,899 | 7,665 |
Provisions | |||||
Included in current liabilities | 2,048 | 1,952 | 4,000 | 3,535 | 4,405 |
Included in non-current liabilities | - | 3,055 | 3,055 | 4,364 | 3,260 |
2,048 | 5,007 | 7,055 | 7,899 | 7,665 |
The timing of settlements in relation to sundry claims and associated costs cannot be accurately forecast; settlement of £nil (31 March 2013: £0.3m, 29 September 2013: £nil) has been made since the balance sheet date. The onerous lease contracts provision of £5m is principally in respect of surplus office space which the Group may not be able to sublet in the short term.
12. | Shares to be issued including premium and other deferred purchase liabilities |
The Group acquires investment businesses and teams of investment managers, bringing with them funds under management (the latter classified as the intangible asset client relationships) 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 shares typically have to be held 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 in light of actual results of previously acquired business teams and to include new acquisitions.
13. | Retirement benefit obligation |
The main financial assumptions used in calculating the Group's retirement benefit obligation are as follows:
As at 30 March 2014 | As at 31 March 2013 | As at 29 September 2013 | |
Discount rate | 4.30% | 4.40% | 4.40% |
Rate of inflation (RPI) | 3.20% | 3.40% | 3.20% |
Rate of inflation (CPI) | 2.20% | 2.40% | 2.20% |
Salary increases | 3.20% | 3.40% | 3.20% |
LPI Pension increases | 3.10% | 3.30% | 3.10% |
Average assumed life expectancies for members on retirement at age 65 | |||
Existing pensioners | |||
Males | 88.9 years | 88.8 years | 88.8 years |
Females | 90.1 years | 90.0 years | 89.0 years |
Future pensioners | |||
Males | 90.2 years | 90.1 years | 90.1 years |
Females | 91.6 years | 91.5 years | 91.5 years |
A full actuarial valuation was carried out as at 1 January 2012 and the results of this valuation have been updated to 30 March 2014 by a qualified independent actuary.
14. | Called up share capital |
The following movements in share capital occurred during the period:
Date | No. of Fully Paid Shares | No. of Nil Paid Shares | Exercise/Issue Price (pence) | Called up share capital | Share premium account | Total | |
£'000 | £'000 | £'000 | |||||
At 29 September 2013 | 271,194,965 | 1,609,852 | 2,712 | 133,341 | 136,053 | ||
Settlement of deferred consideration | 5 December 2013 | 750,852 | 282p | 8 | 2,110 | 2,118 | |
Issue of options | Various | 996,352 | - | 81.3p -179.75p | 9 | 1,168 | 1,177 |
Nil paid shares now paid up | Various | 819,076 | (819,076) | 103.3p - 217.5p | 8 | 1,284 | 1,292 |
Cost of issue of shares | - | - | (22) | (22) | |||
At 30 March 2014 | 273,761,245 | 790,776 | 2,737 | 137,881 | 140,618 | ||
15. | Note to the cash flow statement |
Unaudited 26 weeks to 30 March 2014 | Unaudited 26 weeks to 31 March 20131 | Audited 52 weeks to 29 September 20131 | |
£'000 | £'000 | £'000 | |
Operating profit | 21,083 | 6,508 | 26,632 |
Adjustments for: | |||
Depreciation of property, plant and equipment | 2,993 | 2,895 | 5,569 |
Amortisation of intangible assets - client relationships | 6,426 | 6,494 | 12,520 |
Amortisation of intangible assets - software | 1,257 | 1,768 | 3,021 |
Loss on disposal of property, plant and equipment | - | 6 | 591 |
Loss on disposal of intangible asset - purchased software | - | - | 117 |
Retirement benefit obligation | (1,500) | (1,500) | (2,995) |
Share-based payment cost | 3,187 | 2,729 | 6,135 |
Translation adjustments | (51) | 163 | 147 |
Interest income | 555 | 612 | 1,016 |
Interest expense | (17) | (7) | (17) |
Operating cash flows before movements in working capital | 33,933 | 19,668 | 52,736 |
(Decrease)/increase in payables and provisions | (3,506) | 46,212 | 44,471 |
Increase in receivables and trading investments | (3,678) | (50,091) | (30,431) |
Cash generated by operating activities | 26,749 | 15,789 | 66,776 |
Tax paid | (2,868) | (2,322) | (6,260) |
Net cash inflow from operating activities | 23,881 | 13,467 | 60,516 |
1 Restated see notes 2 and 16. | |||
Cash and cash equivalents comprise cash at bank and bank overdrafts. |
16. | Restatement of prior period information |
As disclosed in note 2, the Group adopted IAS 19 (Revised) on 1 October 2013, this has resulted in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income being restated. The amount of the restatement for each financial statement line item affected by retrospective application of IAS 19 (Revised) is set out below. The Group has not presented a balance sheet for the beginning of the earliest comparative period as there is no impact to the balance sheet.
As reported 26 weeks to 31 March 2013 | Adjustment IAS 19 (Revised) | Restated 26 weeks to 31 March 2013 | As reported 52 weeks to 29 September 2013 | Adjustment IAS 19 (Revised) | Restated 52 weeks to 29 September 2013 | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Consolidated Income Statement | ||||||
Finance costs | (185) | (84) | (269) | (385) | (171) | (556) |
Profit before tax | 6,922 | (84) | 6,838 | 28,571 | (171) | 28,400 |
Tax | (1,656) | 20 | (1,636) | (7,297) | 40 | (7,257) |
Profit for the period | 5,266 | (64) | 5,202 | 21,274 | (131) | 21,143 |
Earnings per share | ||||||
Basic | 2.2p | (0.0p) | 2.2p | 8.5p | (0.1p) | 8.4p |
Diluted | 2.1p | (0.1p) | 2.0p | 8.0p | (0.0p) | 8.0p |
Adjusted1 earnings per share | ||||||
Basic | 7.5p | (0.0p) | 7.5p | 15.8p | (0.1p) | 15.7p |
Diluted | 7.1p | (0.0p) | 7.1p | 14.9p | (0.1p) | 14.8p |
Consolidated Statement of Comprehensive Income | ||||||
Profit for the period | 5,266 | (64) | 5,202 | 21,274 | (131) | 21,143 |
Items that will not be reclassified subsequently to profit and loss: | ||||||
Actuarial loss on defined benefit pension scheme | (1,126) | 84 | (1,042) | (2,217) | 171 | (2,046) |
Deferred tax credit on actuarial loss on defined benefit pension scheme | 259 | (20) | 239 | 443 | (40) | 403 |
Total other comprehensive income that will not be reclassified to income statement | (867) | 64 | (803) | (1,774) | 131 | (1,643) |
Other comprehensive income/(expense) for the period | (30) | 64 | 34 | 1,740 | 131 | 1,871 |
1 These figures have been adjusted to exclude redundancy costs, additional FSCS levy, onerous lease contracts provision and amortisation of client relationships. |
Consequential amendments have also been made to the notes to the interim financial statements. The impact of retrospective application on each component of equity is shown in the Consolidated Statement of Changes in Equity, as required by IAS 1 'Presentation of Financial Statements'.
17. | Post Balance Sheet Event and Contingent Liability |
On 13 May 2014, the Board announced that it had taken the decision to terminate the roll out of the JHC Systems Figaro software into the Discretionary Wealth Management business of the Group as originally planned.
It is expected that a pre-tax impairment charge of circa £32 million will be taken against Intangible Assets in the second half of 2014 as a result of this decision based on the consequent reassessment of the value in use of the software asset under development.
There is a need for the Group to resolve payment commitments of circa £15 million pre-tax over the next ten years which, under the original contracts, may be payable following implementation into the Discretionary Wealth Management business. The Group is engaged in negotiations to vary and settle these arrangements.
The conditions which gave rise to both this charge and contingent liability did not exist at 30 March 2014, the reporting date for these condensed financial statements. Accordingly no adjustments have been made to these financial statements, but these disclosures are provided on the non-adjusting post balance sheet event and contingent liability.
Cautionary statement
The Interim Management Report (the "IMR") for the 26 week period ended 30 March 2014 has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.
The IMR contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
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 and uncertainties 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). |
By order of the Board
D Nicol | A Westenberger |
Chief Executive 27 May 2014 | Finance Director
|
Independent Review Report
to Brewin Dolphin Holdings PLC
We have been engaged by Brewin Dolphin Holdings PLC ("the company") to review the condensed set of financial statements in the half-yearly financial report for the 26 week period ended 30 March 2014 which comprises the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Balance Sheet, the Condensed Consolidated Cash Flow Statement 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 company 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 26 week period ended 30 March 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
27 May 2014
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