11th May 2022 07:00
This announcement contains inside information for the purposes of the Market Abuse Regulation (596/2014/EU).
11 May 2022
Brewin Dolphin Holdings PLC
Interim Management Report
For the Half Year Ended 31 March 2022
Strong organic fund inflows of £1.9bn
Recommended offer
- On 31 March 2022, RBC Wealth Management (Jersey) Holdings Ltd1 announced a recommended cash acquisition of Brewin Dolphin Holdings PLC for 515p per share.
- The acquisition is conditional on shareholder and regulatory approvals and is expected to complete by the end of calendar Q3 2022.
H1 financial highlights
- Gross discretionary inflows of £1.9bn (H1 2021: £1.6bn) show continued organic growth driven by our advice-focused strategy and broad range of propositions and investment solutions.
- Total discretionary net flows of £1.0bn (annualised growth rate of 4.0%).
o MPS/ Voyager H1 net flows of £0.5bn (annualised growth rate 16.4%).
o Direct client retention rates increased to 99% in H1 2022 (FY 2021: 97%).
- Total funds for the first half were broadly flat at £56.3bn (FY 2021: £56.9bn) due to volatile market performance driven by the conflict in Ukraine and the macroeconomic environment. Total discretionary funds were broadly flat in the first half and up 8.1% year-on-year at £49.4bn (FY 2021: £49.8bn; H1 2021: £45.7bn).
- Total income increased by 4.8% year-on-year to £209.5m (H1 2021: £199.9m), driven by higher fund levels year-on-year partly offset by normalised levels of commission, as expected.
o Financial planning income grew 24.6% year-on-year to £23.8m (H1 2021: £19.1m); driven by higher fund levels year-on-year and continued demand for our advice-focused services.
o Direct discretionary commission income was down 15.4% year-on-year at £32.3m (H1 2021: £38.2m), as expected.
- Adjusted profit before tax2 increased 2.3% to £48.1m (H1 2021: £47.0m).
- Strong cash balance of £139.8m (H1 2021: £145.8m) and capital adequacy ratio of 210%.
- Following the announcement of the recommended offer for the Company, the Board is not recommending an interim dividend.
Unauditedsix months to31 March2022 £'m | Unauditedsix months to31 March2021 £'m | Change | |
Income | 209.5 | 199.9 | 4.8% |
Adjusted profit before tax² | 48.1 | 47.0 | 2.3% |
Statutory profit before tax | 38.4 | 40.7 | (5.7)% |
Earnings per share: |
| ||
Basic | 10.2p | 11.1p | (8.1)% |
Diluted | 9.9p | 10.9p | (9.2)% |
Adjusted³ earnings per share: |
| ||
Basic | 13.3p | 13.0p | 2.3% |
Diluted | 12.9p | 12.7p | 1.6% |
Delivering on our strategic priorities
- Parallel running of the custody and settlement systems, full functionality of the new system by the end of the summer this year.
- Built and integrated a central sales function, establishing and supporting client leads across the direct business.
- Voyager funds reached £0.5bn, a year and a half after launch.
- A year into our operational excellence programme; accounts opened c.80% faster.
Outlook
- Whilst markets remain volatile, our strong inflows and resilient advice-focused strategy gives us confidence in our full year outlook.
- No change to our opex guidance of mid-high single digit percent growth.
- Full year capex guidance changed to c.£32m from c.£26m, of which c.£26m is on our custody and settlement system. The cost increase on our custody and settlement system is driven by higher than expected inflationary pressure on technology costs and delivery now set to the end of summer, as we continue to focus on mitigating any implementation risks.
NOTES:
1. An indirect wholly-owned subsidiary of Royal Bank of Canada ("RBC").
2. See note 20.
3. See note 7.
Robin Beer, Chief Executive Officer, said:
"We continued to see strong inflows across both our direct and indirect discretionary funds throughout the first half, with a record first quarter performance despite the volatility in the markets driven by macroeconomic and geopolitical challenges. The resilience in our organic growth, demonstrates our strategy of being an advice-focused wealth manager, supported by our broad range of propositions and investment solutions, is the right one. The business is preparing for the final stage of dress rehearsals and training on our new custody and settlement system and the switch over of systems will be completed at the end of the summer this year.
We believe that the proposed acquisition by RBC will bring new and exciting opportunities for our clients and people. Whilst the transaction is still to complete, we remain focused on delivering our strategic priorities for the year, which will enable us to become a leading advice-focused digitally enabled wealth manager."
For further information:
Brewin Dolphin Holdings PLC
Carla Bloom, Head of Investor Relations
Tel: +44 (0)20 7248 4400
Camarco
Ben Woodford / Geoffrey Pelham-Lane
Tel: +44 (0) 799 065 3341 / +44 (0) 773 312 4226
The Interim Results presentation will be held at 9.00am on 11 May 2022 and available to watch via an audio webcast. The audio
link can be found on the corporate website (www.brewin.co.uk/group/investor-relations). Investors and analysts are also able to
dial in to the call using UK & International: +44 (0) 33 0551 0200 or UK toll-free: 0808 109 0700
Publication of H1 2022 results documents available on the offer website
A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the City Code on Takeovers and Mergers (the "Code") will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions (as defined in the Scheme Document)), free of charge, at www.brewin.co.uk/RBCoffer by no later than 12 noon on the Business Day following the date of this announcement.
Neither the contents of the website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.
LEI: 213800PS7FS5UYOWAC49
NOTES TO EDITORS:
About Brewin Dolphin:
Brewin Dolphin is one of the UK and Ireland's leading independent providers of discretionary wealth management. We continue to focus on discretionary investment management, and we manage £49.4 billion of funds on a discretionary basis. In line with the premium we place on personal relationships, we have built a network of offices across the UK, Channel Islands and the Republic of Ireland, staffed by qualified investment managers and financial planners. We are committed to the most exacting standards of client service, with long-term thinking and absolute focus on our clients' needs at the core.
Interim Management Report
To the members of Brewin Dolphin Holdings PLC
First half review
Business and operational review
In November 2020, we set out our 2025 ambition, which is to become a leading advice-focused, digitally enabled wealth manager in the UK and Ireland. For us to achieve this, we aligned our strategic priorities to: remain 'Relevant', become more 'Efficient', which combined will drive attractive levels of 'Growth' validated through our results. All of these are underpinned by a culture we are proud of.
Delivering our strategic priorities
1. Relevant
In the modern consumer world, being relevant is critical. We want to create the most relevant wealth offering in the marketplace and to deliver it through digital capabilities, combined with personal contact.
Learning from our successful sales function within our intermediaries business, in the first half of the year, we built and integrated a "spectrum of yes" sales function across the direct business, which is supporting client leads. It is an extension of our marketing function and is aiding the expansion of our distribution channels. The sales function is also supporting our business-to-business partnership initiative we piloted last year with corporates, which enables us to build further strategic partnerships across our footprint and expand our reach across a broad range of sectors.
We continue to develop our business-to-business partnership strategy, building on our propositions and exploring strategic partnerships in the financial education and wellbeing space. We now have relationships with 37 corporates (up from 33 at FY 2021), from small to large-scale businesses, and have been able to reach further during the pandemic hosting over 110 virtual webinars with around 4,000 attendees.
We continue to expand our investment solutions for both direct and indirect clients. In the half, we launched MI Select Managers (MISM) Alternative Fund, adding an underlying investment solution to our successful MPS and Voyager fund range. The new alternative fund invests in property, commodities, and absolute return to offer diversification to our intermediaries clients' portfolios and to counter market volatility.
2. Efficient
To drive efficiency through our business, we need to deliver our services with speed and convenience to clients, increase our adviser capacity and improve our operating model.
Our new custody and settlement system has been live since December 2021, and we have continued to run both the old and new system in parallel. During the first half of the year, we have focused on integrating the automated interfaces between our client management and trading systems. The integration build will be completed shortly and then we will move to the final phase of dress rehearsals and training, to ensure our staff and our technology are ready for the full switch-over to the new system. With only a few months to go before we complete the implementation, we now expect that the switch-over will occur at the end of summer. As we have done throughout the project, we continue to focus on mitigating any implementation risks, and this additional time will facilitate this.
Our operational excellence programme was established in 2021 to help us drive operational efficiencies across the business. A year in and the programme is fully embedded and already achieving efficiencies across the business; account openings are completed c.80% faster, a 20% improvement in the time taken to complete a client transfer and a c.12% improvement in productivity within Operations. We expected the programme to deliver cost benefits of c.£1m for the full year 2022. We have already delivered cost benefits of £0.9m in H1 2022 and believe there is further potential upside that could be achieved this year. As such, we remain confident in achieving our FY 2022 target, and we reiterate our c.£10m FY 2023 target.
Outlook
Our consistent performance against the backdrop of the macro and geopolitical challenges over the last few months gives us confidence that our business model is resilient, and our advice-focused strategy is the right one. In times of uncertainty, our trusted brand is even more valuable. We believe that the proposed acquisition by RBC will bring new and exciting opportunities for our clients and people. Whilst the transaction is still to complete, we remain focused on delivering our strategic priorities for the year, which will enable us to become a leading advice-focused digitally enabled wealth manager.
Financial results and performance
Statutory profit before tax for the period was £38.4m (H1 2021: £40.7m). Adjusted profit before tax of £48.1m was 2.3% higher than the first six months last year (H1 2021: £47.0m). Income was 4.8% higher as a result of investment performance and strong flows which withstood the market volatility. As expected, operating costs excluding adjusted items were 5.7% higher due to inflationary increases, headcount growth to support business growth and the completion of our technology transformation, increased marketing and travel and entertainment as COVID-19 restrictions disappeared and colleagues could meet clients face to face again.
Adjusted items of £9.7m for the period includes the impact of accounting for the Employer's National Insurance provision for share awards attributable to the higher share price following the announcement of the proposed acquisition by RBC and higher costs for incentivisation awards for acquisitions completed in FY 2019.
Unauditedsix months to31 March2022 £'m | Unauditedsix months to31 March2021 £'m | Change | |
Income | 209.5 | 199.9 | 4.8% |
Fixed staff costs | (77.6) | (74.3) | 4.4% |
Variable staff costs | (38.3) | (37.7) | 1.6% |
Other operating costs excluding adjusted¹ items | (44.7) | (40.0) | 11.8% |
Operating profit before adjusted¹ items | 48.9 | 47.9 | 2.1% |
Net finance costs and other gains and losses | (0.8) | (0.9) | (11.1)% |
Adjusted profit before tax¹ | 48.1 | 47.0 | 2.3% |
Adjusted¹ items | (9.7) | (6.3) | 54.0% |
Profit before tax | 38.4 | 40.7 | (5.7)% |
Tax | (8.5) | (8.0) | 6.3% |
Profit after tax | 29.9 | 32.7 | (8.6)% |
Earnings per share: | |||
Basic | 10.2p | 11.1p | (8.1)% |
Diluted | 9.9p | 10.9p | (9.2)% |
Adjusted² earnings per share: | |||
Basic | 13.3p | 13.0p | 2.3% |
Diluted | 12.9p | 12.7p | 1.6% |
1. See note 20.
2. See note 7.
Funds
Total funds were £56.3bn at 31 March 2022 (H1 2021: £52.6bn, FY 2021: £56.9bn). The movement was driven by strong net flows of £1.0bn (H1 2021: £0.8bn, H2 2021: £1.3bn). Investment performance was impacted by weak global equity markets experienced in Q2 2022, reducing the overall value of funds by £1.6bn. Our client funds had a lower level of exposure to commodities which saw an unprecedented rise in the period, while 'growth' strategies that have contributed to historical outperformance sold off, explaining the divergence in performance against the benchmarks in the period.
Total funds by service category
£bn | 31 March2021 | 30 September2021 | 31 March2022 | Change | |
Last12 months | Last6 months | ||||
Direct discretionary | 29.3 | 31.7 | 31.1 | 6.1% | (1.9)% |
Intermediaries | 11.1 | 12.0 | 11.8 | 6.3% | (1.7)% |
MPS/Voyager | 5.3 | 6.1 | 6.5 | 22.6% | 6.6% |
Indirect discretionary | 16.4 | 18.1 | 18.3 | 11.6% | 1.1% |
Total discretionary | 45.7 | 49.8 | 49.4 | 8.1% | (0.8)% |
Execution only | 4.7 | 5.0 | 5.0 | 6.4% | 0.0% |
BPS | 0.2 | 0.3 | 0.3 | 50.0% | 0.0% |
Advisory | 2.0 | 1.8 | 1.6 | (20.0)% | (11.1)% |
Total funds | 52.6 | 56.9 | 56.3 | 7.0% | (1.1)% |
Indices | |||||
MSCI PIMFA Private Investor Balanced Index | 1,704 | 1,781 | 1,799 | 5.6% | 1.0% |
FTSE 100 | 6,713 | 7,086 | 7,516 | 12.0% | 6.1% |
Funds flow by service category for H1 20221
£bn | 30 September 2021 | Inflows | Outflows | Internal transfers | Netflows | Annualised growthrate | Investment performance | 31 March 2022 | Change |
Direct discretionary | 31.7 | 0.9 | (0.3) | (0.3) | 0.3 | 1.9% | (0.9) | 31.1 | (1.9)% |
Intermediaries | 12.0 | 0.5 | (0.3) | - | 0.2 | 3.3% | (0.4) | 11.8 | (1.7)% |
MPS/Voyager | 6.1 | 0.5 | - | - | 0.5 | 16.4% | (0.1) | 6.5 | 6.6% |
Indirect discretionary | 18.1 | 1.0 | (0.3) | - | 0.7 | 7.7% | (0.5) | 18.3 | 1.1% |
Total discretionary | 49.8 | 1.9 | (0.6) | (0.3) | 1.0 | 4.0% | (1.4) | 49.4 | (0.8)% |
Execution only | 5.0 | 0.1 | (0.4) | 0.5² | 0.2 | 8.0% | (0.2) | 5.0 | 0.0% |
BPS | 0.3 | - | - | - | - | 0.0% | - | 0.3 | 0.0% |
Advisory | 1.8 | - | - | (0.2) | (0.2) | (22.2)% | - | 1.6 | (11.1)% |
Total funds | 56.9 | 2.0 | (1.0) | - | 1.0 | 3.5% | (1.6) | 56.3 | (1.1)% |
Funds flow by service category for Q2 20221
£bn | 31 December 2021 | Inflows | Outflows | Internal transfers | Netflows | Annualised growthrate | Investment performance | 31 March 2022 | Change |
Direct discretionary | 33.0 | 0.4 | (0.2) | (0.2) | - | 0.0% | (1.9) | 31.1 | (5.8)% |
Intermediaries | 12.4 | 0.3 | (0.2) | - | 0.1 | 3.2% | (0.7) | 11.8 | (4.8)% |
MPS/Voyager | 6.6 | 0.2 | - | - | 0.2 | 12.1% | (0.3) | 6.5 | (1.5)% |
Indirect discretionary | 19.0 | 0.5 | (0.2) | - | 0.3 | 6.3% | (1.0) | 18.3 | (3.7)% |
Total discretionary | 52.0 | 0.9 | (0.4) | (0.2) | 0.3 | 2.3% | (2.9) | 49.4 | (5.0)% |
Execution only | 5.0 | 0.1 | (0.2) | 0.3² | 0.2 | 16.0% | (0.2) | 5.0 | 0.0% |
BPS | 0.3 | - | - | - | - | 0.0% | - | 0.3 | 0.0% |
Advisory | 1.7 | - | - | (0.1) | (0.1) | (23.5)% | - | 1.6 | (5.9)% |
Total funds | 59.0 | 1.0 | (0.6) | - | 0.4 | 2.7% | (3.1) | 56.3 | (4.6)% |
1. The funds figures are rounded to one decimal place and therefore may not always cast.
2. Internal transfers for execution only, include discretionary fund pending exits.
Total discretionary funds were £49.4bn as at 31 March 2022 (H1 2021: £45.7bn, FY 2021: £49.8bn) with net flows of £1.0bn (H1 2021: £0.6bn), representing an annualised growth rate of 4.0%. Inflows were £1.9bn over the period, resilient to the market volatility and macroeconomic uncertainty, and outflows remained stable at £0.6bn. Our broad range of propositions and investment solutions, through our direct and indirect channels has supported the resilience of our net flows. Market volatility has impacted investment performance and this can be seen in the movement of the funds over the period. As at 31 March 2022, investment performance was £(1.4)bn, with a £(2.9)bn movement in the last 3 months of the period.
Direct discretionary net flows were £0.3bn in the period (H1 2021: £0.1bn). The momentum seen in the last three quarters in FY 2021 continued in the half year period, inflows were £0.9bn (H1 2021: £0.7bn), c.70% of these were from new clients. Continued demand for our advice-led services is supporting this growth, with c.60% of private clients taking advice. Outflows remained stable and were in line with H1 2021 at £0.3bn, direct client retention improved to 99%.
Indirect discretionary net flows were £0.7bn in the period (H1 2021: £0.5bn) with c.70% of net flows coming from MPS and Voyager. Voyager fund flows have performed strongly in the period, funds have grown to £0.5bn since their launch in early FY 2021. Interest in Sustainable MPS continues, and c.5% of our intermediaries have funds in this range.
Income
Income increased 4.8% to £209.5m compared to the same period last year (H1 2021: £199.9m), driven by the higher market level in Q1 2022, strong net flows and growth in financial planning income. This increase was marginally offset by commission which was lower in the period, in line with expectations and guidance issued in November 2021.
Unaudited six months to31 March 2022 | Unaudited six months to31 March2021 | Change | |||||||
£'m | Fees | Commission | Total | Fees | Commission | Total | Fees | Commission | Total |
Private clients | 82.5 | 30.6 | 113.1 | 77.1 | 36.3 | 113.4 | 7.0% | (15.7)% | (0.3)% |
Charities and corporates | 12.8 | 1.7 | 14.5 | 11.1 | 1.9 | 13.0 | 15.3% | (10.5)% | 11.5% |
Direct discretionary | 95.3 | 32.3 | 127.6 | 88.2 | 38.2 | 126.4 | 8.0% | (15.4)% | 0.9% |
Intermediaries | 38.0 | 0.3 | 38.3 | 36.0 | 0.5 | 36.5 | 5.6% | (40.0)% | 4.9% |
MPS/Voyager | 7.9 | n/a | 7.9 | 6.6 | n/a | 6.6 | 19.7% | n/a | 19.7% |
Indirect discretionary | 45.9 | 0.3 | 46.2 | 42.6 | 0.5 | 43.1 | 7.7% | (40.0)% | 7.2% |
Total discretionary | 141.2 | 32.6 | 173.8 | 130.8 | 38.7 | 169.5 | 8.0% | (15.8)% | 2.5% |
Financial planning | n/a | n/a | 23.8 | n/a | n/a | 19.1 | n/a | n/a | 24.6% |
Execution only | 2.6 | 3.8 | 6.4 | 2.3 | 3.8 | 6.1 | 13.0% | 0.0% | 4.9% |
BPS | 1.0 | n/a | 1.0 | 0.8 | n/a | 0.8 | 25.0% | n/a | 25.0% |
Advisory | 1.8 | 0.5 | 2.3 | 2.2 | 0.5 | 2.7 | (18.2)% | 0.0% | (14.8)% |
Other income | n/a | n/a | 2.2 | n/a | n/a | 1.7 | n/a | n/a | 29.4% |
Total income | 146.6 | 36.9 | 209.5 | 136.1 | 43.0 | 199.9 | 7.7% | (14.2)% | 4.8% |
Total discretionary income increased by 2.5% to £173.8m (H1 2021: £169.5m). Income was broadly stable across the period with a slight mix change between the two quarters; fee income was higher in the first quarter owing to the higher value of funds and commission was seasonally higher in the second quarter.
Financial planning income grew 24.6% to £23.8m (H1 2021: £19.1m) driven by higher market levels in Q1 2022 and continued demand for our advice-focused services including 1762 from Brewin Dolphin proposition.
Other income which includes interest, expert witness report writing income and rental income was up £0.5m to £2.2m. This increase was driven largely by higher expert witness report writing income of £1.0m (H1 2021: £0.8m) generated by Mathieson Consulting.
Total discretionary margin decreased to 68.5bps (H1 2021: 74.8bps). As anticipated, commission margin was lower at 12.9bps (H1 2021: 17.1bps) due to the normalising of trading activities to pre-COVID-19 levels. Direct discretionary fee margin decreased marginally to 59.5bps (H1 2021: 60.4bps) and the advice margin was up to 11.3bps (H1 2021: 9.9bps), reflecting the mix change towards our advice-led offering. Intermediaries margin decreased to 63.0bps (H1 2021: 66.0bps) mainly due to the tiering effect as both size of our intermediaries' relationships and client portfolios grow on our platforms.Operating costs
| Unauditedsix months to31 March2022 £'m | Unauditedsix months to31 March2021 £'m |
Staff costs | 77.6 | 74.3 |
Non-staff costs | 44.7 | 40.0 |
Fixed costs | 122.3 | 114.3 |
Variable staff costs | 38.3 | 37.7 |
Total operating costs excluding adjusted¹ items | 160.6 | 152.0 |
1. See table below and note 20.
| Unauditedsix months to31 March2022 £'m | Unauditedsix months to31 March2021 £'m |
|
Adjusted items |
| ||
Amortisation of intangible assets - client relationships and brand | 5.6 | 5.6 | |
Remeasurement of deferred contingent consideration | 1.0 | - | |
Incentivisation awards | 1.0 | 0.6 | |
Acquisition costs1 | 2.1 | - | |
Other gains and losses | - | (0.3) | |
Defined benefit pension scheme past service costs | - | 0.4 | |
Total adjusted items | 9.7 | 6.3 |
1. Acquisition costs for the 6 months to 31 March 2022 relate to the proposed takeover of Brewin Dolphin Holdings PLC and include professional costs (£0.5m) and the resulting increase in the Employer's National Insurance provision for share awards (£1.6m).
In line with our expectations, total operating costs before adjusted items were 5.7% higher at £160.6m (H1 2021: £152.0m), driven by the fixed cost base primarily as a result of continued investment to support growth, parallel running costs of our custody and settlement systems and inflation. We were able to offset some of these cost increases with our operational excellence programme delivering cost benefits of £0.9m in H1 2022.
Fixed costs increased by £8.0m to £122.3m (H1 2021: £114.3m). Staff costs grew 4.4% to £77.6m with £4.4m of the increase attributable to planned hires to support our strategy and strong growth, £1.0m to inflationary pay rises, offset by £0.4m in savings from our ongoing operational excellence programme and a reduction of £2.5m in the holiday accrual charge due to employees not being able to take holidays in the prior year because of travel restrictions. Non-staff costs were £4.7m higher as a result of £0.5m of inflationary increases, £1.5m increase in marketing events and travel and entertainment expenses following the end of social distancing, £0.9m increase in costs in Ireland most of which was regulatory-related, and £1.2m increased spend on project costs some of which is related to the operational excellence programme including workforce planning and operational improvement tools.
Variable staff costs of £38.3m (H1 2021: £37.7m), most of which is related to the discretionary profit share, is marginally higher driven by the increase in income and profit growth. Variable staff costs are provided for on an accrual basis and are based on the first half financial performance, the impact of higher numbers of eligible staff and the historical cost of share-based awards.
Adjusted items in the period were £9.7m (H1 2021: £6.3m) and is predominantly comprised of the amortisation of intangible client relationships of £5.6m, similar to H1 2021. Other significant adjusted items in the period were £2.1m of acquisition costs which includes professional fees of £0.5m relating to the proposed takeover of Brewin Dolphin Holdings PLC and the accounting for the £1.6m for the Employer's National Insurance provision for share awards relating to the share price increase in the period. See Note 20 for an explanation of the adjusted items.
Our operating cost guidance of mid-single digit percent growth remains on track. The holiday accrual associated to the first half of the year will reduce in the second half of the year. We expect non-staff costs to increase in the second half as we incur the FSCS levy. We remain confident in achieving our FY 2022 target of c.£1m and believe there is potential further upside that could be achieved. We also reiterate our c.£10m FY 2023 target. In early May we were given access to our Cannon Street offices. At this stage we have let out all floors, except for the ground floor and the basement. As a result, we will have an additional cost of £0.5m in the second half of FY 2022. We are working with our property agents to sublet the final parts of the building.
Capital expenditure
We have continued to make progress on our strategic system and technology projects. Total capital expenditure in H1 2022 was £16.7m of which £14.6m was on our custody and settlement system. Our total capex spend to date on the custody and settlement system is £65.9m. Other capex in the period included £2.1m on enhancement of our digital capabilities. With higher than expected inflationary pressures on technology costs and the extension of our custody and settlement system implementation now set to the end of summer, we now anticipate full year capex guidance on our custody and settlement system to be c.£26m (up from c.£20m) and total capex guidance expected to be around £32m (up from c.£26m).
Net finance costs
Finance income of £0.3m was higher than H1 2021 (£0.2m) due to higher interest rates. Finance costs were £1.1m (H1 2021: £1.1m) and primarily relate to our property leases.
Defined benefit pension scheme
The final salary pension scheme surplus has increased to £23.5m (30 September 2021: £20.8m). An actuarial gain for the period of £2.5m (2021: £0.2m) has been recognised. The main reason for the increase in the surplus is the impact of the change in investment market conditions, in particular an increase in credit spreads as at 31 March 2022 compared to 30 September 2021; this impact was partially offset by an increase in liabilities following an increase to the cash commutation factor.
Tax
The Group's effective corporation tax rate at 22.1% (H1 2021: 19.6%) is higher than the UK statutory rate of 19%, mainly as a result of the net effect of disallowable expenses and the effect of future tax rate changes on deferred tax balances.
Cash and capital
The Group's financial position remains very strong with net assets of £339.7m as at 31 March (2021: £328.6m). At 31 March 2022, the Group had regulatory capital resources of £153.0m (2021: £151.7m), representing 210% (2021: 210%) of the FCA requirement which is substantially above our risk appetite of 150%.
The Group's primary regulator is the Financial Conduct Authority ('FCA'). From 1 January 2022, the Investment Firms Prudential Regime (IFPR) replaced the existing European Banking Authority (EBA) regulations in the UK. The Overall Financial Adequacy Rule (OFAR) was established and is the obligation for an investment firm to hold own funds and liquid assets which are adequate. This will be achieved through the implementation of an Internal Capital and Risk Assessment ('ICARA') and replaces the Internal Capital Adequacy Assessment Process ('ICAAP'). The assessment will be performed at least annually. The Group's regulated entity in Europe began reporting under the new rules in June 2021 and retains strong regulatory capital resources as does the UK regulated entity following its transition to IFPR. The Group's Pillar III disclosures are published annually on our website and provide further details about regulatory capital resources and requirements.
Dividend
The Group's dividend policy is to grow dividends in line with adjusted earnings, with a target pay out ratio of between 60% to 80% of annual adjusted diluted earnings per share. As per the proposed acquisition by RBC Wealth Management (Jersey) Holdings Ltd, RBC reserves the right to reduce the consideration payable should any capital be returned to shareholders and, as such, the Board have not declared an interim dividend.
Going concern
As stated in note 2 to the condensed consolidated set of interim financial statements, the Directors believe that the Group is well placed to manage its business risks successfully. The Group's forecasts and projections, (see note 2(i) for detail) and stressed events that the Group is required to assess demonstrate that the Group has adequate resources to continue in operational existence for the foreseeable future and this assessment is unaffected by the RBC offer. Accordingly, the Directors continue to adopt a going concern basis for the preparation of the condensed consolidated interim financial statements. In forming their view, the Directors have considered the Group's prospects for a period exceeding twelve months from the date the condensed consolidated interim financial statements are approved.
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 47 and 48 of the Group's 2021 Annual Report and Accounts available on our website www.brewin.co.uk.
Robin Beer
Chief Executive
10 May 2022
Condensed Consolidated Income Statement
for the six months ended 31 March 2022
Note | Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Revenue | 3 | 208,322 | 199,003 | 404,075 |
Other operating income | 3 | 1,157 | 931 | 1,841 |
Income | 209,479 | 199,934 | 405,916 | |
| ||||
Staff costs | (115,881) | (111,981) | (222,967) | |
Other operating costs | (54,432) | (46,634) | (108,970) | |
Operating expenses | (170,313) | (158,615) | (331,937) | |
| ||||
Operating profit | 39,166 | 41,319 | 73,979 | |
Finance income | 5 | 297 | 227 | 454 |
Other gains and losses | 15 | 257 | 340 | |
Finance costs | 5 | (1,075) | (1,133) | (2,245) |
Profit before tax | 38,403 | 40,670 | 72,528 | |
Tax | 6 | (8,500) | (7,971) | (17,210) |
Profit for the period | 29,903 | 32,699 | 55,318 | |
| ||||
Attributable to: |
| |||
Equity holders of the parent | 29,903 | 32,699 | 55,318 | |
29,903 | 32,699 | 55,318 | ||
| ||||
Earnings per share |
| |||
Basic | 7 | 10.2p | 11.1p | 18.8p |
Diluted | 7 | 9.9p | 10.9p | 18.3p |
The accompanying notes form an integral part of the financial statements.
for the six months ended 31 March 2022
Note | Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Profit for the period |
| 29,903 | 32,699 | 55,318 |
Items that will not be reclassified subsequently to profit and loss: |
|
| ||
Actuarial gain/(loss) on defined benefit pension scheme | 12 | 2,545 | (3,056) | 238 |
Deferred tax (charge)/credit on actuarial gain/(loss) on defined benefit pension scheme | 6 | (642) | 581 | (1,295) |
Realised gain on disposal of fair value through other comprehensive income equity instruments | - | - | 27 | |
Tax on disposal of equity instruments designated at fair value through other comprehensive income | - | - | (5) | |
Fair value gain on investments in equity instruments designated as at fair value through other comprehensive income | 13 | 1 | - | - |
Deferred tax on fair value investments in equity instruments designated as at fair value through other comprehensive income |
| - | - | 1 |
| 1,904 | (2,475) | (1,034) | |
Items that may be reclassified subsequently to profit and loss: |
|
| ||
Exchange differences on translation of foreign operations |
| (806) | (3,076) | (2,643) |
| (806) | (3,076) | (2,643) | |
Other comprehensive income/(expense) for the period net of tax |
| 1,098 | (5,551) | (3,677) |
Total comprehensive income for the period |
| 31,001 | 27,148 | 51,641 |
|
| |||
Attributable to: |
|
| ||
Equity holders of the parent |
| 31,001 | 27,148 | 51,641 |
| 31,001 | 27,148 | 51,641 |
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Balance Sheet
as at 31 March 2022
Note | Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Assets | ||||
Non-current assets | ||||
Intangible assets | 9 | 196,773 | 179,330 | 187,660 |
Property, plant and equipment | 10 | 7,357 | 9,211 | 8,059 |
Right of use assets | 11 | 29,891 | 33,976 | 32,324 |
Finance lease receivables | 1,701 | 1,904 | 1,791 | |
Defined benefit pension scheme | 12 | 23,460 | 17,374 | 20,822 |
Other receivables | - | 931 | - | |
Total non-current assets | 259,182 | 242,726 | 250,656 | |
| ||||
Current assets |
| |||
Trade and other receivables | 273,787 | 286,095 | 241,633 | |
Finance lease receivables | 178 | 146 | 174 | |
Financial assets at fair value through other comprehensive income | 13 | 31 | 68 | 37 |
Financial assets at fair value through profit or loss | 13 | 2,989 | 2,836 | 2,974 |
Current tax asset | 167 | - | 2,741 | |
Cash and cash equivalents | 139,830 | 145,847 | 188,021 | |
Total current assets | 416,982 | 434,992 | 435,580 | |
Total assets | 676,164 | 677,718 | 686,236 | |
| ||||
Liabilities |
| |||
Trade and other payables | 253,770 | 274,101 | 258,763 | |
Current tax liabilities | - | 1,011 | - | |
Lease liabilities | 14 | 7,683 | 7,478 | 7,766 |
Provisions | 15 | 11,426 | 4,165 | 5,823 |
Shares to be issued | 16 | 4,321 | - | - |
Total current liabilities | 277,200 | 286,755 | 272,352 | |
Net current assets | 139,782 | 148,237 | 163,228 | |
| ||||
Non-current liabilities |
| |||
Trade and other payables | 1,239 | 659 | 509 | |
Lease liabilities | 14 | 35,284 | 40,809 | 38,250 |
Provisions | 15 | 7,235 | 9,596 | 11,322 |
Shares to be issued | 16 | - | 3,773 | 3,807 |
Net deferred tax liability | 6 | 15,469 | 7,560 | 12,737 |
Total non-current liabilities | 59,227 | 62,397 | 66,625 | |
Total liabilities | 336,427 | 349,152 | 338,977 | |
Net assets | 339,737 | 328,566 | 347,259 | |
| ||||
Equity |
| |||
Share capital | 17 | 3,037 | 3,035 | 3,035 |
Share premium account | 17 | 58,403 | 58,388 | 58,393 |
Own shares | (39,729) | (30,824) | (29,723) | |
Revaluation reserve | - | (2) | (1) | |
Merger reserve | 70,553 | 70,553 | 70,553 | |
Profit and loss account | 247,473 | 227,416 | 245,002 | |
Equity attributable to equity holders of the parent | 339,737 | 328,566 | 347,259 |
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2022
| Attributable to the equity holders of the parent | ||||||
Share capital £'000 | Share premium account £'000 | Ownshares £'000 | Revaluation reserve £'000 | Merger reserve £'000 | Profit and loss account1 £'000 | Total £'000 | |
At 30 September 2020 (audited) | 3,032 | 58,340 | (25,238) | (2) | 70,553 | 228,351 | 335,036 |
Profit for the period | - | - | - | - | - | 32,699 | 32,699 |
Other comprehensive loss for the period | - | - | - | - | - | (5,551) | (5,551) |
Total comprehensive income for the period | - | - | - | - | - | 27,148 | 27,148 |
Dividends | - | - | - | - | - | (29,142) | (29,142) |
Issue of share capital | 3 | 48 | - | - | - | - | 51 |
Own shares acquired in the period | - | - | (10,591) | - | - | - | (10,591) |
Own shares disposed of on exercise of options | - | - | 5,005 | - | - | (5,005) | - |
Share-based payments | - | - | - | - | - | 5,905 | 5,905 |
Tax on share-based payments | - | - | - | - | - | 159 | 159 |
At 31 March 2021 (unaudited) | 3,035 | 58,388 | (30,824) | (2) | 70,553 | 227,416 | 328,566 |
Profit for the period | - | - | - | - | - | 22,619 | 22,619 |
Other comprehensive income for the period | - | - | - | 1 | - | 1,873 | 1,874 |
Total comprehensive income for the period | - | - | - | 1 | - | 24,492 | 24,493 |
Dividends | - | - | - | - | - | (13,510) | (13,510) |
Issue of share capital | - | 5 | - | - | - | (2) | 3 |
Own shares acquired in the period | - | - | (98) | - | - | - | (98) |
Own shares disposed of on exercise of options | - | - | 1,199 | - | - | (1,199) | - |
Share-based payments | - | - | - | - | - | 6,682 | 6,682 |
Tax on share-based payments | - | - | - | - | - | 1,123 | 1,123 |
At 30 September 2021 (audited) | 3,035 | 58,393 | (29,723) | (1) | 70,553 | 245,002 | 347,259 |
Profit for the period | - | - | - | - | - | 29,903 | 29,903 |
Other comprehensive income for the period | - | - | - | 1 | - | 1,097 | 1,098 |
Total comprehensive income for the period | - | - | - | 1 | - | 31,000 | 31,001 |
Dividends | - | - | - | - | - | (32,351) | (32,351) |
Issue of share capital | 2 | 10 | - | - | - | (2) | 10 |
Own shares acquired in the period | - | - | (17,712) | - | - | - | (17,712) |
Own shares disposed of on exercise of options | - | - | 7,706 | - | - | (7,706) | - |
Share-based payments | - | - | - | - | - | 8,718 | 8,718 |
Tax on share-based payments | - | - | - | - | - | 2,812 | 2,812 |
At 31 March 2022 (unaudited) | 3,037 | 58,403 | (39,729) | - | 70,553 | 247,473 | 339,737 |
1. A cumulative debit of £2,285k has been recognised in the profit and loss account reserve as at 31 March 2022 for exchange differences on translation of foreign operations(30 September 2021: £1,479k debit, 31 March 2021: £1,912k debit and 30 September 2020: £1,164k credit).
The accompanying notes form an integral part of the financial statements.
Condensed Consolidated Cash Flow Statement
for the six months ended 31 March 2022
Note | Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Profit before tax | 38,403 | 40,670 | 72,528 | |
Adjustments for: |
| |||
Share-based payment expense | 8,718 | 5,905 | 12,587 | |
Amortisation of intangible assets - client relationships and brand | 9 | 5,555 | 5,636 | 11,232 |
Amortisation of intangible assets - software | 9 | 2,191 | 1,933 | 3,994 |
Loss on disposal of intangible assets - software | 9 | - | - | 115 |
Depreciation of property, plant and equipment | 10 | 1,148 | 1,605 | 3,249 |
Loss on disposal of property, plant and equipment | 10 | - | - | 421 |
Depreciation of right of use assets | 11 | 3,170 | 3,144 | 6,371 |
Defined benefit pension scheme past service costs | 12 | - | 360 | 360 |
Defined benefit pension scheme cash contributions | 12 | - | (313) | (313) |
Defined benefit pension scheme administration costs | 12 | 103 | - | - |
Other gains and losses | 13 | (15) | (257) | (340) |
Effect of changes in foreign exchange rates | 62 | 1,181 | 1,198 | |
Finance income | (239) | (200) | (399) | |
Finance costs | 1,075 | 1,126 | 2,242 | |
Operating cash flows before movements in working capital | 60,171 | 60,790 | 113,245 | |
(Decrease)/increase in payables and provisions | (3,352) | 11,582 | 6,148 | |
(Increase)/decrease in receivables and trading investments | (32,027) | (44,026) | 1,496 | |
Cash generated by operating activities | 24,792 | 28,346 | 120,889 | |
Tax paid | (992) | (3,489) | (11,903) | |
Net cash inflow from operating activities | 23,800 | 24,857 | 108,986 | |
| ||||
Cash flows from investing activities |
| |||
Purchase of intangible assets - software | (16,339) | (10,021) | (32,679) | |
Purchases of property, plant and equipment | (475) | (1,128) | (1,960) | |
Purchase of intangible assets - client relationships | - | - | (176) | |
Purchase of financial instruments at fair value through profit and loss | - | (2,200) | (2,255) | |
Proceeds on disposal of financial instruments designated as at fair value through other comprehensive income | 7 | - | 58 | |
Net cash used in investing activities | (16,807) | (13,349) | (37,012) | |
| ||||
Cash flows from financing activities |
| |||
Dividends paid to equity shareholders | 8 | (32,351) | (29,142) | (42,652) |
Repayment of lease liabilities | (4,751) | (5,428) | (10,266) | |
Proceeds on issue of shares | 10 | 49 | 54 | |
Purchase of own shares | (17,712) | (10,591) | (10,689) | |
Net cash used in financing activities | (54,804) | (45,112) | (63,553) | |
| ||||
Net (decrease)/increase in cash and cash equivalents | (47,811) | (33,604) | 8,421 | |
Cash and cash equivalents at the start of period | 188,021 | 180,533 | 180,533 | |
Effect of foreign exchange rates | (380) | (1,082) | (933) | |
Cash and cash equivalents at the end of period | 139,830 | 145,847 | 188,021 |
The accompanying notes form an integral part of the financial statements.
Notes to the Condensed Consolidated 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 of Brewin Dolphin Holdings PLC and its subsidiaries (collectively, 'the Group') was approved for issue by its directors on 10 May 2022.
A copy of this Interim Financial Report including the Condensed Consolidated Financial Statements for the period ended 31 March 2022 is available at the Company's registered office and on the Company's investor relations website (www.brewin.co.uk).
The comparative information for the period ended 30 September 2021 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that period 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. Basis of preparation
The interim condensed consolidated set of financial statements included in this Interim Financial Report has been prepared in accordance with UK-adopted International Accounting Standard 34 'Interim Financial Reporting' and the Disclosure and Transparency Rules ('DTR') sourcebook of the UK's Financial Conduct Authority.
The interim condensed consolidated set of financial statements included in this Interim Financial Report for the six months ended 31 March 2022 do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the annual audited financial statements of Brewin Dolphin Holdings PLC for the year ended 30 September 2021.
The 2021 annual financial statements of Brewin Dolphin Holdings PLC were prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union ('IFRS').
The foreign operations have been translated into the functional currency at a spot rate of €/£1.183 for the Balance Sheet at 31 March 2022 (31 March 2021: €/£1.174 and 30 September 2021: €/£1.164) and the average exchange rate of €/£1.187 for the Income Statement items for the period ending 31 March 2022 (31 March 2021: €/£1.133 and 30 September 2021: €/£1.148).
(i) Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. To form the view that the condensed consolidated financial statements should continue to be prepared on a going concern basis, the Directors have assessed the outlook of the Group by considering:
i) the Group's Medium-Term Plan ('MTP'), the MTP is a comprehensive multi-year business plan forecasting costs and revenues across all operations and branches; and
ii) the performance of a range of stress tests including reverse stress tests are used to assess the Group's ability to withstand a market-wide stress.
The stress tests enable the modelling of the impact of a variety of external and internal events on the MTP; identify the potential impact of stress events on the Group's income, costs, cash flow and capital; and enable the Directors to assess management's ability to implement effective management actions that may be taken to mitigate the impact of the stress events. The reverse stress test allows the Directors to assess scenarios and circumstances that would render the Group's business model unviable. The tests demonstrated that the Group has adequate resources, including cash, to continue in operational existence for the foreseeable future.
In making our assessment, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Company's ability to continue as a going concern for twelve months from the date the Interim Financial Report is signed.
(ii) Impairment considerations
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Goodwill is tested annually at 30 September for impairment.
The Group has performed an assessment of whether there were any indicators that any of its assets may be impaired at the reporting period end. External sources of information, as well as internal information such as financial performance was considered in assessing whether there were indicators of impairment including performance of the assets.
The assessment did not identify any indicators of impairment for the assets held by the Group - see note 9 for further details.
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. Several amendments apply for the first time in the current financial reporting period but do not have an impact on the interim condensed consolidated set of financial statements of the Group.
(iv) Material accounting policy information and use of estimates and judgements
The same material accounting policies, presentation and methods of computation as applied in the Group's latest annual audited financial statements for the year ended 30 September 2021 are followed in the condensed consolidated set of financial statements.
The preparation of interim condensed consolidated financial statements in compliance with IAS 34 requires the use of certain critical accounting judgements and key sources of estimation uncertainty. It also requires the exercise of judgement in applying the Group's accounting policies. There have been no material revisions to the nature and the assumptions used in estimating amounts reported in the annual audited financial statements of Brewin Dolphin Holdings PLC for the year ended 30 September 2021.
3. Income
The following table presents revenue disaggregated by service and timing of revenue recognition:
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Services transferred over time | |||
Discretionary investment management fee income | 141,209 | 130,769 | 269,620 |
Discretionary investment management commission income | 32,629 | 38,688 | 70,225 |
Financial planning income | 23,799 | 19,131 | 41,623 |
Execution only fee income | 2,654 | 2,300 | 4,860 |
Advisory investment management fee income | 1,794 | 2,284 | 4,430 |
BPS1 investment management fee income | 965 | 756 | 1,660 |
Services transferred at a point in time | |||
Execution only commission income | 3,759 | 3,798 | 7,151 |
Advisory investment management commission income | 468 | 511 | 2,782 |
Expert witness report service | 1,045 | 766 | 1,724 |
Revenue | 208,322 | 199,003 | 404,075 |
Other operating income | 1,157 | 931 | 1,841 |
Income | 209,479 | 199,934 | 405,916 |
1. Brewin Portfolio Service.
Services transferred at a point in time | 5,272 | 5,075 | 11,657 |
Services transferred over time | 203,050 | 193,928 | 392,418 |
Revenue | 208,322 | 199,003 | 404,075 |
Contract balances
The Group does not have contract assets. There are no incremental costs of obtaining a contract, and no contracts whereby revenue is conditional on the fulfilment of a contingent event.
Contract liabilities
Contract liabilities relate to the advance consideration received from customers for services still to be delivered. The Group derecognises contract liabilities (and recognises revenue) when it transfers services and satisfies its performance obligations.
Unsatisfied performance obligations
The Group does not have material unsatisfied (or partially unsatisfied) performance obligations at the reporting date, as the majority of the Group's performance obligations are satisfied equally over time.
4. Segmental information
The Group provides a wide range of wealth management services in the United Kingdom ('UK'), Channel Islands ('CI') and the Republic of Ireland ('ROI'). The Group's Executive Committee has been determined to be the chief operating decision maker for the purposes of making decisions regarding the allocation of resources and assessing the performance of the identified segments.
For management reporting purposes the Group currently has a single operating segment: the Wealth Management business. This forms the reportable segment of the Group for the period and consequently, the Group's Consolidated Income Statement and Consolidated Balance Sheet are monitored by the Group's Executive Committee. The accounting policies of the operating segment are the same as those of the Group. All segmental income relates to external clients.
Segmental income statement
for the six month period ended 31 March 2022
UK & CIbusiness£'000 | ROIbusiness£'000 | Group£'000 | |
Income | 194,182 | 15,297 | 209,479 |
Staff costs | (109,139) | (6,742) | (115,881) |
Other operating costs | (46,712) | (7,720) | (54,432) |
Operating profit | 38,331 | 835 | 39,166 |
Net finance costs and other gains and losses | (666) | (97) | (763) |
Profit before tax | 37,665 | 738 | 38,403 |
Tax | (8,460) | (40) | (8,500) |
Profit after tax | 29,205 | 698 | 29,903 |
Segmental balance sheet
as at 31 March 2022
UK & CIbusiness£'000 | ROIbusiness£'000 | Group£'000 | |
Net assets | 295,760 | 43,977 | 339,737 |
Total assets | 622,738 | 53,426 | 676,164 |
Total liabilities | 326,978 | 9,449 | 336,427 |
Segmental income statement
for the six month period ended 31 March 2021
UK & CIbusiness£'000 | ROIbusiness£'000 | Group£'000 | |
Income | 186,220 | 13,714 | 199,934 |
Staff costs | (105,540) | (6,441) | (111,981) |
Other operating costs | (39,692) | (6,942) | (46,634) |
Operating profit | 40,988 | 331 | 41,319 |
Net finance costs and other gains and losses | (607) | (42) | (649) |
Profit before tax | 40,381 | 289 | 40,670 |
Tax | (7,766) | (205) | (7,971) |
Profit after tax | 32,615 | 84 | 32,699 |
Segmental balance sheet
as at 31 March 2021
UK & CIbusiness£'000 | ROIbusiness£'000 | Group£'000 | |
Net assets | 280,859 | 47,707 | 328,566 |
Total assets | 620,970 | 56,748 | 677,718 |
Total liabilities | 340,111 | 9,041 | 349,152 |
Segmental income statement
for the year ended 30 September 2021
UK & CIbusiness£'000 | ROIbusiness£'000 | Group£'000 | |
Income | 375,602 | 30,314 | 405,916 |
Staff costs | (209,870) | (13,097) | (222,967) |
Other operating costs | (94,302) | (14,668) | (108,970) |
Operating profit | 71,430 | 2,549 | 73,979 |
Net finance costs and other gains and losses | (1,338) | (113) | (1,451) |
Profit before tax | 70,092 | 2,436 | 72,528 |
Tax | (16,341) | (869) | (17,210) |
Profit after tax | 53,751 | 1,567 | 55,318 |
Segmental balance sheet
as at 30 September 2021
UK & CIbusiness£'000 | ROIbusiness£'000 | Group£'000 | |
Net assets | 301,053 | 46,206 | 347,259 |
Total assets | 627,922 | 58,314 | 686,236 |
Total liabilities | 326,869 | 12,108 | 338,977 |
5. Finance income and finance costs
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Finance income | |||
Interest income on defined benefit pension scheme | 196 | 153 | 307 |
Interest on lease receivables | 43 | 47 | 92 |
Interest on bank deposits | 58 | 27 | 55 |
297 | 227 | 454 | |
| |||
Finance costs |
| ||
Interest expense on lease liabilities | 974 | 1,018 | 2,036 |
Unwind of discounts on provisions (see note 15) | 67 | 73 | 137 |
Unwind of discounts on shares to be issued | 34 | 35 | 69 |
Interest on bank overdrafts | - | 7 | 3 |
1,075 | 1,133 | 2,245 |
6. Taxation
Income tax expense
The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings.
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Current tax | |||
United Kingdom: | |||
Charge for the period | 6,103 | 8,337 | 11,905 |
Adjustments in respect of prior periods | (2,501) | 46 | 828 |
Overseas: |
| ||
Charge for the period | 161 | 87 | 445 |
Adjustments in respect of prior periods | 4 | 191 | 347 |
Total current tax | 3,767 | 8,661 | 13,525 |
| |||
Deferred tax |
| ||
United Kingdom: |
| ||
Charge for the period | 3,178 | (633) | 4,106 |
Adjustments in respect of prior periods | 1,618 | - | (515) |
Overseas: |
| ||
Charge for the period | (3) | (57) | 38 |
Adjustments in respect of prior periods | (60) | - | 56 |
Total deferred tax | 4,733 | (690) | 3,685 |
Tax charged to the Income Statement | 8,500 | 7,971 | 17,210 |
The Finance (No.2) Bill 2019-21 maintained the UK statutory corporation tax rate at 19% until 31 March 2023. From 1 April 2023 the rate will increase to 25%. Taxation for other jurisdictions is calculated at the relevant prevailing rates in the respective jurisdictions.
Net deferred tax liability
Capital allowances£'000 | Revaluation£'000 | Other short-term timing differences£'000 | Defined pension benefit scheme£'000 | Share-based payments£'000 | Incentivisation awards£'000 | Intangible asset amortisation£'000 | Total£'000 | |
At 30 September 2020 (audited) | 857 | (1) | 4,119 | (3,861) | 3,240 | 86 | (13,534) | (9,094) |
Exchange rate movement | - | - | (116) | - | - | 231 | 115 | |
(Charge)/credit in the period to the Income Statement | (92) | - | (291) | (20) | 980 | (86) | 199 | 690 |
Credit in the period to the Statement of Comprehensive Income | - | - | - | 581 | - | - | - | 581 |
Credit in the period to the Statement of Changes in Equity | - | - | - | - | 148 | - | - | 148 |
At 31 March 2021 (unaudited) | 765 | (1) | 3,712 | (3,300) | 4,368 | - | (13,104) | (7,560) |
Exchange rate movement | - | - | 15 | - | - | - | (30) | (15) |
Credit/(charge) in the period to the Income Statement | 88 | - | (355) | (29) | 1,801 | 371 | (6,251) | (4,375) |
Credit/(charge) in the period to the Statement of Comprehensive Income | - | 1 | - | (1,876) | - | - | - | (1,875) |
Charge in the period to the Statement of Changes in Equity | - | - | - | - | 1,088 | - | - | 1,088 |
At 30 September 2021 (audited) | 853 | - | 3,372 | (5,205) | 7,257 | 371 | (19,385) | (12,737) |
Exchange rate movement | - | - | (17) | - | - | - | 54 | 37 |
Credit/(charge) in the period to the Income Statement | 312 | - | (259) | (18) | 593 | (5) | (5,356) | (4,733) |
Charge in the period to the Statement of Comprehensive Income | - | - | - | (642) | - | - | - | (642) |
Credit in the period to the Statement of Changes in Equity | - | - | - | - | 2,606 | - | - | 2,606 |
At 31 March 2022 (unaudited) | 1,165 | - | 3,096 | (5,865) | 10,456 | 366 | (24,687) | (15,469) |
7. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Unauditedsix months to31 March2022'000 | Unauditedsix months to31 March2021'000 | Auditedyear to30 September2021'000 | |
Number of shares | |||
Basic | |||
Weighted average number of shares in issue in the period | 292,278 | 294,058 | 293,785 |
Diluted |
| ||
Effect of weighted average number of options outstanding for the period | 9,502 | 6,796 | 8,769 |
Effect of estimated weighted average number of shares earned under deferred consideration arrangements for the period | 482 | - | 343 |
Diluted weighted average number of options and shares for the period | 302,262 | 300,854 | 302,897 |
£'000 | £'000 | £'000 | |
Earnings attributable to ordinary shareholders | |||
Profit for the purpose of basic earnings per share | 29,903 | 32,699 | 55,318 |
Finance costs of deferred consideration1 | 34 | - | 69 |
less tax effect of above | (6) | - | (13) |
Profit for the purpose of diluted earnings per share | 29,931 | 32,699 | 55,374 |
Adjusted items (see note 20) | 9,676 | 6,345 | 18,411 |
less tax effect of above | (726) | (736) | (1,583) |
Adjusted profit for the purpose of diluted earnings per share | 38,881 | 38,308 | 72,202 |
Finance costs of deferred consideration1 | (34) | - | (69) |
less tax effect of above | 6 | - | 13 |
Adjusted profit for the purpose of basic earnings per share | 38,853 | 38,308 | 72,146 |
| |||
Earnings per share |
| ||
Basic | 10.2p | 11.1p | 18.8p |
Diluted | 9.9p | 10.9p | 18.3p |
Adjusted earnings per share | |||
Basic | 13.3p | 13.0p | 24.6p |
Diluted | 12.9p | 12.7p | 23.8p |
1. Finance costs of deferred consideration are added back where the issue of shares is more dilutive than the interest cost saved.
8. Dividends
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Amounts recognised as distributions to equity shareholders in the period: | |||
Final dividend (2021) paid 9 February 2022, 11.1p per share (2020: 9.9p per share) | 32,351 | 29,142 | 29,142 |
Interim dividend (2021) paid 11 June 2021, 4.6p per share | - | - | 13,510 |
32,351 | 29,142 | 42,652 |
9. Intangible assets
Goodwill£'000 | Client relationships£'000 | Brand£'000 | Software1£'000 | Total£'000 | |
Cost | |||||
At 30 September 2020 (audited) | 54,903 | 190,393 | 1,388 | 63,640 | 310,324 |
Additions | - | - | - | 14,120 | 14,120 |
Exchange differences | (131) | (2,052) | - | - | (2,183) |
At 31 March 2021 (unaudited) | 54,772 | 188,341 | 1,388 | 77,760 | 322,261 |
Additions | - | 337 | - | 15,505 | 15,842 |
Exchange differences | 18 | 283 | - | - | 301 |
Disposals | - | - | - | (8,620) | (8,620) |
At 30 September 2021 (audited) | 54,790 | 188,961 | 1,388 | 84,645 | 329,784 |
Additions | - | - | - | 17,334 | 17,334 |
Exchange differences | (34) | (538) | - | - | (572) |
At 31 March 2022 (unaudited) | 54,756 | 188,423 | 1,388 | 101,979 | 346,546 |
Accumulated amortisation and impairment | |||||
At 30 September 2020 (audited) | - | 117,203 | 208 | 18,196 | 135,607 |
Amortisation charge for the period | - | 5,567 | 69 | 1,933 | 7,569 |
Exchange differences | - | (245) | - | - | (245) |
At 31 March 2021 (unaudited) | - | 122,525 | 277 | 20,129 | 142,931 |
Amortisation charge for the period | - | 5,526 | 70 | 2,061 | 7,657 |
Exchange differences | - | 41 | - | - | 41 |
Disposals | - | - | - | (8,505) | (8,505) |
At 30 September 2021 (audited) | - | 128,092 | 347 | 13,685 | 142,124 |
Amortisation charge for the period | - | 5,486 | 69 | 2,191 | 7,746 |
Exchange differences | - | (97) | - | - | (97) |
At 31 March 2022 (unaudited) | - | 133,481 | 416 | 15,876 | 149,773 |
Net book value | |||||
At 31 March 2022 (unaudited) | 54,756 | 54,942 | 972 | 86,103 | 196,773 |
At 30 September 2021 (audited) | 54,790 | 60,869 | 1,041 | 70,960 | 187,660 |
At 31 March 2021 (unaudited) | 54,772 | 65,816 | 1,111 | 57,631 | 179,330 |
1. £74,623k is under construction (31 March 2021 £43,320k, 30 September 2021: £57,981k).
Goodwill and client relationships impairment testing
The tables below show the goodwill allocated to groups of cash-generating units ('CGUs') and the significant client relationship intangible assets:
Goodwill allocation to CGUs:
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
UK & CI business | 52,732 | 52,732 | 52,732 |
ROI business | 2,024 | 2,040 | 2,058 |
Carrying amount | 54,756 | 54,772 | 54,790 |
Significant client relationship intangible assets:
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Brewin Dolphin Wealth Management Limited1 | 6,992 | 8,607 | 7,800 |
Brewin Dolphin Capital and Investments (Ireland) Limited2 | 23,835 | 27,197 | 25,841 |
BD Ireland | 30,827 | 35,804 | 33,641 |
South East investment management team3 | 7,695 | 11,338 | 9,511 |
Bath branch4 | 13,829 | 15,714 | 14,766 |
Other investment management teams | 2,591 | 2,960 | 2,951 |
Carrying amount | 54,942 | 65,816 | 60,869 |
1. Amortisation period remaining 4 years 4 months at 31 March 2022.
2. Amortisation period remaining 7 years 7 months at 31 March 2022.
3. Amortisation period remaining 2 years 1 months at 31 March 2022.
4. Amortisation period remaining 7 years 4 months at 31 March 2022.
In accordance with IFRS, the Group performs impairment testing for goodwill on an annual basis or more frequently when there are impairment indicators. Client relationships and brand intangible assets are reviewed for indicators of impairment at each reporting date.
The Group has reviewed goodwill, client relationships and brand intangible assets as at 31 March 2022. The review determined that there were no indicators of impairment present, see note 2 (ii) for further detail.
10. Property, plant and equipment
Leaseholdimprovements£'000 | Officeequipment£'000 | Computerequipment£'000 | Total£'000 | |
Cost | ||||
At 30 September 2020 (audited) | 19,010 | 12,608 | 36,314 | 67,932 |
Additions | 776 | 6 | 346 | 1,128 |
Exchange differences | (26) | (40) | - | (66) |
At 31 March 2021 (unaudited) | 19,760 | 12,574 | 36,660 | 68,994 |
Additions | (309) | 5 | 1,213 | 909 |
Exchange differences | 3 | 5 | - | 8 |
Disposals | (912) | (203) | (568) | (1,683) |
At 30 September 2021 (audited) | 18,542 | 12,381 | 37,305 | 68,228 |
Additions | 80 | 22 | 351 | 453 |
Exchange differences | (7) | (11) | - | (18) |
At 31 March 2022 (unaudited) | 18,615 | 12,392 | 37,656 | 68,663 |
Accumulated depreciation and impairment | ||||
At 30 September 2020 (audited) | 12,518 | 11,809 | 33,882 | 58,209 |
Charge for the period | 621 | 151 | 833 | 1,605 |
Exchange differences | (8) | (23) | - | (31) |
At 31 March 2021 (unaudited) | 13,131 | 11,937 | 34,715 | 59,783 |
Charge for the period | 649 | 135 | 860 | 1,644 |
Exchange differences | 1 | 3 | - | 4 |
Eliminated on disposal | (491) | (203) | (568) | (1,262) |
At 30 September 2021 (audited) | 13,290 | 11,872 | 35,007 | 60,169 |
Charge for the period | 609 | 127 | 412 | 1,148 |
Exchange differences | (3) | (8) | - | (11) |
At 31 March 2022 (unaudited) | 13,896 | 11,991 | 35,419 | 61,306 |
Net book value | ||||
At 31 March 2022 (unaudited) | 4,719 | 401 | 2,237 | 7,357 |
At 30 September 2021 (audited) | 5,252 | 509 | 2,298 | 8,059 |
At 31 March 2021 (unaudited) | 6,629 | 637 | 1,945 | 9,211 |
11. Right of use assets
£'000 | |
Cost | |
At 30 September 2020 (audited) | 44,292 |
Lease modifications and rent reviews | (932) |
Exchange differences | (37) |
At 31 March 2021 (unaudited) | 43,323 |
Lease modifications and rent reviews | 756 |
Disposals | (733) |
Additions | 1,549 |
Exchange differences | 5 |
At 30 September 2021 (audited) | 44,900 |
Lease modifications and rent reviews | 79 |
Additions | 664 |
Exchange differences | (9) |
At 31 March 2022 (unaudited) | 45,634 |
Accumulated depreciation and impairment losses | |
At 30 September 2020 (audited) | 6,250 |
Charge for the period | 3,144 |
Disposals | (38) |
Exchange differences | (9) |
At 31 March 2021 (unaudited) | 9,347 |
Charge for the period | 3,227 |
Exchange differences | 2 |
At 30 September 2021 (audited) | 12,576 |
Charge for the period | 3,170 |
Exchange differences | (3) |
At 31 March 2022 (unaudited) | 15,743 |
Net book value |
|
At 31 March 2022 (unaudited) | 29,891 |
At 30 September 2021 (audited) | 32,324 |
At 31 March 2021 (unaudited) | 33,976 |
12. Defined benefit pension scheme
The main financial assumptions used in calculating the Group's defined benefit pension scheme are as follows:
Unauditedsix months to31 March2022 | Unauditedsix months to31 March2021 | Auditedyear to30 September2021 | |
Discount rate | 2.60% | 1.90% | 1.90% |
RPI Inflation assumption | 3.80% | 3.30% | 3.50% |
CPI Inflation assumption | 2.90% | 2.50% | 2.70% |
Rate of increase in salaries | 3.80% | 3.30% | 3.50% |
LPI Pension increases | 3.60% | 3.20% | 3.35% |
Average assumed life expectancies for members on retirement at age 65: | |||
Retiring today: | |||
Males | 86.7 years | 86.9 years | 86.6 years |
Females | 89.2 years | 89.3 years | 89.1 years |
Retiring in 20 years' time: | |||
Males | 88.0 years | 88.3 years | 87.9 years |
Females | 90.6 years | 90.7 years | 90.5 years |
The latest full actuarial funding valuation was carried out as at 31 December 2020. The value of the defined benefit pension scheme as at 31 March 2022 was estimated in accordance with International Accounting Standard 19 by a qualified independent actuary. For further details see note 17 to the 2021 Group Annual Report and Accounts. The note includes the main risks to which the Group is exposed in relation to the pension scheme.
The assets in the Scheme were:
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Equities and property (quoted) | 9,839 | 15,492 | 13,704 |
Fixed interest bonds (quoted) | 56,465 | 46,766 | 50,475 |
Index linked bonds (quoted) | 39,613 | 47,808 | 49,173 |
Liability hedging (quoted) | 5,075 | 1,925 | 4,011 |
Commodities (quoted) | 563 | - | - |
Currency hedging (quoted) | (40) | 102 | (92) |
Alternatives (quoted) | 2,224 | 2,567 | 1,569 |
Cash and cash equivalents | 5,555 | 3,934 | 3,391 |
Fair value of scheme assets | 119,294 | 118,594 | 122,231 |
Unauditedas at31 March2022% | Unauditedas at31 March2021% | Auditedas at30 September2021% | |
Equities and property (quoted) | 8.2 | 13.1 | 11.2 |
Fixed interest bonds (quoted) | 47.2 | 39.4 | 41.3 |
Index linked bonds (quoted) | 33.2 | 40.3 | 40.2 |
Liability hedging (quoted) | 4.3 | 1.6 | 3.3 |
Commodities (quoted) | 0.5 | - | - |
Currency hedging (quoted) | - | 0.1 | (0.1) |
Alternatives (quoted) | 1.9 | 2.2 | 1.3 |
Cash and cash equivalents | 4.7 | 3.3 | 2.8 |
100.0 | 100.0 | 100.0 |
The Scheme's investment strategy is to target investing 17.5% in higher return seeking assets (e.g. equities, high yielding bonds), 20% in a cashflow generating corporate bond fund and 62.5% in matching assets (e.g. fixed interest gilts and index-linked gilts). The objective is to target an investment return of c. 0.725% per annum (net of fees) in excess of a portfolio of gilts that closely matches the behaviour of the Scheme's liabilities. The Scheme also has a liability matching overlay to mirror the majority of the movement in the matching portfolio. This strategy reflects the Scheme's liability profile and the Trustees' and Group's attitude to risk. The asset allocations are provided above, disaggregated between assets that have a quoted market price in an active market.
Net asset recognised on the Balance Sheet:
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Present value of funded obligations | (95,834) | (101,220) | (101,409) |
Fair value of scheme assets | 119,294 | 118,594 | 122,231 |
Surplus in funded scheme and net asset on the Balance Sheet | 23,460 | 17,374 | 20,822 |
Reconciliation of opening and closing balances of the present value of the defined benefit obligation:
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Benefit obligation at beginning of the period | 101,409 | 105,755 | 105,755 |
Past service cost1 | - | 360 | 360 |
Interest cost | 953 | 783 | 1,558 |
Net remeasurement gains - demographic | - | - | (1,151) |
Net remeasurement (gains)/losses - financial | (8,565) | (2,454) | 140 |
Net remeasurement losses/(gains) - experience | 3,316 | (1,392) | (1,441) |
Benefits paid | (1,279) | (1,832) | (3,812) |
Benefit obligation at end of the period | 95,834 | 101,220 | 101,409 |
1. The past service cost relates to the equalisation of the Guaranteed Minimum Pensions ("GMP"). This cost has been incurred following the judgement in November 2020 in relation to the Lloyds Bank GMP equalisation case confirming that pension scheme trustees are responsible for equalising GMP benefits that have already been transferred out of Defined Benefit schemes.
Reconciliation of opening and closing balances of the fair value of plan assets:
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Fair value of plan assets at beginning of the period | 122,231 | 126,079 | 126,079 |
Interest income on scheme assets | 1,149 | 936 | 1,865 |
Return on assets, excluding interest income | (2,704) | (6,902) | (2,214) |
Contributions by employers | - | 313 | 313 |
Scheme administrative cost | (103) | - | - |
Benefits paid | (1,279) | (1,832) | (3,812) |
Fair value of scheme assets at end of the period | 119,294 | 118,594 | 122,231 |
The amounts recognised in the Income Statement are:
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Past service cost | - | (360) | (360) |
Scheme administrative cost | (103) | - | - |
Net interest income on the net defined benefit asset | 196 | 153 | 307 |
Total income/(expense) | 93 | (207) | (53) |
Remeasurements of the net defined benefit asset included in Other Comprehensive Income ('OCI'):
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Net remeasurement - demographic | - | - | 1,151 |
Net remeasurement - financial | 8,565 | 2,454 | (140) |
Net remeasurement - experience | (3,316) | 1,392 | 1,441 |
Return on assets, excluding interest income | (2,704) | (6,902) | (2,214) |
Total remeasurement of the net defined benefit asset included in OCI | 2,545 | (3,056) | 238 |
Sensitivity
It should be noted that the methodology and assumptions prescribed for the purposes of IAS 19 mean that the disclosures will be inherently volatile, varying greatly according to investment market conditions at each accounting date.
A sensitivity analysis of the principal assumptions used to measure the Scheme liabilities and assets are set out below. The duration of the pension scheme liabilities is in the region of 17 years.
Scheme liabilities:
Assumption | Change in assumption | Impact on scheme liabilities |
Discount rate | Decrease by 0.25% | Increase by £4.1m |
Rate of inflation (RPI, CPI, inflation linked pension increases and salary increases) | Increase by 0.25% | Increase by £2.6m |
Assumed life expectancy | Members live 1 year longer | Increase by £2.5m |
Scheme assets:
Change in value of assets on risk | Impact on scheme assets |
Decrease by 10% | Decrease by £2.1m |
Decrease by 20% | Decrease by £4.1m |
13. Financial instruments
Financial assets at fair value through other comprehensive income ('FVTOCI')
Level 3
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
At start of period | 37 | 68 | 68 |
Net gain from changes in fair value recognised in equity | 1 | - | - |
Disposals | (7) | - | (31) |
At end of period | 31 | 68 | 37 |
| |||
Equity | 31 | 68 | 37 |
Total financial assets at FVTOCI | 31 | 68 | 37 |
Financial assets at fair value through profit and loss ('FVTPL')
Level 1
£'000 | |||
At 30 September 2020 (audited) | 379 | ||
Additions | 2,200 | ||
Net gain from changes in fair value recognised in the income statement in other gains and losses | 257 | ||
At 31 March 2021 (unaudited) | 2,836 | ||
Additions | 55 | ||
Net gain from changes in fair value recognised in the income statement in other gains and losses | 83 | ||
At 30 September 2021 (audited) | 2,974 | ||
Net gain from changes in fair value recognised in the income statement in other gains and losses | 15 | ||
At 31 March 2022 (unaudited) | 2,989 | ||
| |||
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Listed investments | 2,989 | 2,836 | 2,974 |
Total financial assets at FVTPL | 2,989 | 2,836 | 2,974 |
The fair value of financial assets at FVTPL is determined directly by reference to published prices in an active market where available. They are held in an unregulated subsidiary, Brewin Dolphin MP, whose sole objective is to provide seed capital to the model portfolios managed under an investment mandate by Brewin Dolphin Limited.
Fair value measurement recognised on the Balance Sheet
The table below provides an analysis of the fair value measurement of financial instruments which are grouped into Levels 1 to 3 of the fair value hierarchy based on the degree to which the fair value is observable:
- Level 1 quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 inputs other than the quoted price included within Level 1 that are observable for the asset or a liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 inputs which include formal valuation techniques for the asset or liability that are not based on observable market data (unobservable inputs)
Fair value of the Group's financial assets and liabilities that are measured at fair value on a recurring basis
The following table gives information about how the fair values of the Group's financial assets and liabilities are determined at the end of each reporting period.
Unauditedfair valueas at31 March 2022£'000 | Unauditedfair valueas at31 March 2021£'000 | Auditedfair valueas at30 September 2021£'000 | Valuationtechnique(s)and key input(s) | Significantunobservableinput(s) | Relationship of unobservable inputsto fair value | ||
Level 1 | |||||||
Financial assets at FVTPL | 2,989 | 2,836 | 2,974 | Quoted bid prices in an active market | n/a | n/a | |
Level 3 |
| ||||||
Financial assets at FVTOCI - Equity | 31 | 37 | 37 | The valuation is based on published monthly NAVs. | n/a | n/a | |
Financial assets at FVTOCI - Equity | - | 31 | - | The valuation is based on the net assets as presented in the most recent audited financial statements of the company.A marketability discount is applied as this investment is highly illiquid. | Marketability discount ranging between30-50%. | As the marketability discount increases the valuation decreases. |
14. Lease liabilities
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Current | 7,683 | 7,478 | 7,766 |
Non-current | 35,284 | 40,809 | 38,250 |
Lease liabilities | 42,967 | 48,287 | 46,016 |
Unauditedas at31 March2022£'000 | Unauditedas at31 March2021£'000 | Auditedas at30 September2021£'000 | |
Less than 1 year | 9,182 | 9,153 | 9,378 |
1 to 2 years | 8,248 | 8,616 | 8,357 |
2 to 3 years | 7,962 | 7,742 | 7,998 |
3 to 4 years | 6,802 | 7,631 | 7,702 |
4 to 5 years | 4,217 | 6,572 | 5,052 |
Greater than 5 years | 13,380 | 16,961 | 15,139 |
Total lease payments | 49,791 | 56,675 | 53,626 |
Finance charges | (6,824) | (8,388) | (7,610) |
Lease liabilities | 42,967 | 48,287 | 46,016 |
15. Provisions
Auditedas at30 September 2021£'000 | Additions£'000 | Utilisation of provision£'000 | Unwinding of discount£'000 | Unused amounts reversed£'000 | Unauditedas at31 March 2022£'000 | Unauditedas at31 March 2021£'000 | |
Sundry claims and associated costs | 317 | 328 | (84) | - | (91) | 470 | 267 |
Onerous contracts | 2,186 | 6 | (773) | 2 | - | 1,421 | 1,311 |
Social security and levies on share awards | 5,074 | 3,273 | (1,274) | - | (107) | 6,966 | 3,169 |
Incentivisation awards | 3,380 | 1,003 | (1,408) | 5 | - | 2,980 | 1,967 |
Deferred and/or contingent consideration | 3,981 | 480 | - | 33 | - | 4,494 | 4,868 |
Leasehold dilapidations | 2,207 | 125 | - | 27 | (29) | 2,330 | 2,179 |
17,145 | 5,215 | (3,539) | 67 | (227) | 18,661 | 13,761 |
Currentliability£'000 | Non-current liability£'000 | Total£'000 | |
Sundry claims and associated costs | 470 | - | 470 |
Onerous contracts | 587 | 834 | 1,421 |
Social security and levies on share awards | 3,241 | 3,725 | 6,966 |
Incentivisation awards | 2,164 | 816 | 2,980 |
Deferred and/or contingent consideration | 4,407 | 87 | 4,494 |
Leasehold dilapidations | 557 | 1,773 | 2,330 |
Unaudited as at 31 March 2022 | 11,426 | 7,235 | 18,661 |
Audited as at 30 September 2021 | 5,823 | 11,322 | 17,145 |
Unaudited as at 31 March 2021 | 4,165 | 9,596 | 13,761 |
The Group recognises provisions for the following:
Sundry claims and associated costs
The timing of the settlements is unknown, but it is expected that they will be resolved within 12 months.
Onerous contracts
The provision is in respect of surplus office space costs such as rates and service charges. Rent is accounted for under IFRS 16.
The valuation of an onerous contract is based on the best estimate of the likely costs discounted to present value. Where the provision is in relation to leasehold obligations on premises and it is more likely than not that the premises will be sublet, an allowance for recoverable costs such as service charges from the subtenant has been included in the valuation. The longest lease term has 11 years remaining.
Social security and levies on share awards
The provision is in respect of Employer's National Insurance and Apprenticeship Levy on share awards outstanding at the end of the year. The provision is based on the Group's share price, the amount of time passed and likelihood of the share awards vesting and represents the best estimate of the expected future cost which will occur over the next 8 years which is the latest point at which exercise can occur for the award with the latest exercise period
Incentivisation awards
The provision is in respect of incentivisation awards that are payable to employees in relation to the retention and acquisition of funds and is based on the best estimate of the likely future obligation discounted for the time value of money, the incentivisation awards are payable in tranches with the final tranche to paid in December 2023. The addition in the period is for incentivisation awards relating to acquisitions in prior periods.
Deferred and/or contingent consideration
The provision is for deferred and/or contingent consideration relating to the acquisition of both subsidiaries and asset purchases. It is based on the best estimate of the likely future obligation discounted for the time value of money with the majority of the provision to be paid in December 2022 and the last payment to be made in August 2024.The addition in the period relates to the remeasurement of the deferred contingent consideration for the acquisition of Epoch in August 2019 of £480k (see note 16).
Leasehold dilapidations
The provision is in respect of the expected dilapidated costs that will arise at the end of the lease. The leases covered by the provision have a maximum remaining term of 11 years.
16. Shares to be issued
Brewin Dolphin Limited, the Group's principal operating subsidiary, acquired the assets and staff of Epoch Wealth Management LLP in August 2019. There are contingent considerations that will be settled in both cash and the Company's shares, upon satisfaction of performance conditions. The first contingent consideration is payable at the end of a twelve-month performance period to 30 September 2022. The deferred contingent consideration provision, made on the acquisition has been remeasured, the remeasurement is based on expected performance and results in an increase to the deferred contingent consideration of £960k, recognised in the Income Statement, of which 50% is payable in the Company's shares.
The second contingent consideration, if payable, will be settled in both cash and the Company's shares at the end of 30 September 2024 if performance conditions are met. As at 31 March 2022, it is not expected that this contingent consideration will be payable, therefore it has been estimated as £nil.
The table below reconciles the movement in the shares to be issued for contingent consideration:
Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
At start of the period | 3,807 | 3,738 | 3,738 |
Addition | 480 | - | - |
Unwind of discount charged to the income statement | 34 | 35 | 69 |
At end of the period | 4,321 | 3,773 | 3,807 |
17. Called up share capital
The following movements in share capital occurred during the period:
Date
| No. of shares '000 | Exercise price/ Issue price(pence) | Sharecapital£'000 | Share premium account£'000 | Total£'000 | |
At 1 October 2021 | 303,505 | 3,035 | 58,393 | 61,428 | ||
Issue of shares to satisfy LTIP awards | 26/11/2021 | 215 | 1.0p | 2 | - | 2 |
Issue of options | Various | 8 | 131.3p | - | 10 | 10 |
At 31 March 2022 (unaudited) | 303,728 | 3,037 | 58,403 | 61,440 |
18. Related party transactions
There have been no related party transactions that have taken place during the period that have materially affected the financial position or the performance of the Group. There were also no changes to related party transactions from those disclosed in the 2021 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.
19. Post Balance Sheet Events
There were no post balance sheet events.
20. Alternative Performance Measures (APMs)
This Interim Financial Report provides alternative performance measures ("APMs") which are not defined or specified under the requirements of International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. We believe the APMs provide users of the financial statements with useful additional information on our business. A reconciliation of the adjusted financial measures to statutory measures where relevant and an explanation of how they are calculated are set out below.
Explanation of profit before tax and adjusted items and reconciliation to the Income Statement
Profit before tax and adjusted items ('adjusted PBT'), adjusted diluted EPS and adjusted PBT margin ('adjusted measures') are used to measure and report on the underlying financial performance of the Group, aiding comparability between reporting periods. The Board and management use adjusted financial measures and non-financial measures for planning and reporting. The adjusted financial measures are also useful for investors and analysts.
Additionally, some of the adjusted performance measures are used as Key Performance Indicators (KPIs), as well as for performance measures for various incentive schemes, including the annual bonuses of Executive Directors and long-term incentive plans.
Adjusted profit measures are calculated based on statutory PBT adjusted to exclude various infrequent or unusual items of income or expense. The Directors consider such items to be outside the ordinary course of business. Income or expenditure adjusted for are shown in the reconciliation below and meet the criteria.
Some adjusted for items of income or expense may, like onerous contracts costs, recur from one period to the next. Although these may recur over one or more periods, they are the result of events or decisions which the Directors consider to be outside the ordinary course of business, such as material restructuring decisions to reduce the ongoing cost base of the Group, that do not represent long-term expenses of the business. Likewise, costs related to acquisitions are also infrequent by their nature and therefore are excluded, including any remeasurement to contingent deferred consideration payments. Incentivisation awards costs in relation to acquisitions that are payable for a predetermined period of time are adjusted for on this basis.
Acquisition costs for the 6 months to 31 March 2022 are attributable to the proposed takeover of Brewin Dolphin Holdings PLC and include professional costs which the Directors consider to be outside the ordinary course of business. The significant increase in the Employer's National Insurance provision on the final day of the period also occurs solely as a result of the proposed takeover and has been excluded when calculating adjusted profits.
The gains/losses from seed capital (see note 13) and the defined benefit pension scheme past service costs relating to the equalisation of Guaranteed Minimum Pensions (see note 12) are excluded from the adjusted profit measures as the Directors consider these to be outside of the ordinary course of business.
Additionally, the amortisation of acquired client relationships and brand is an expense which investors and analysts typically add back when considering profit before tax or earnings per share ratios.
Reconciliation of profit before tax and adjusted items to statutory profit before tax
Note | Unauditedsix months to31 March2022£'000 | Unauditedsix months to31 March2021£'000 | Auditedyear to30 September2021£'000 | |
Statutory profit before tax | 38,403 | 40,670 | 72,528 | |
Adjusted items |
| |||
Amortisation of intangible assets - client relationships and brand | 9 | (5,555) | (5,636) | (11,232) |
Remeasurement of deferred contingent consideration | 16 | (960) | - | - |
Onerous contracts | - | 2 | (3,644) | |
Incentivisation awards | (1,048) | (608) | (2,015) | |
Acquisition costs1 | (2,128) | - | (1,500) | |
Other gains and losses | 15 | 257 | 340 | |
Defined benefit pension scheme past service costs | 12 | - | (360) | (360) |
Total adjusted items | (9,676) | (6,345) | (18,411) | |
Profit before tax and adjusted items | 48,079 | 47,015 | 90,939 |
1. Acquisition costs for the 6 months to 31 March 2022 relate to the proposed takeover of Brewin Dolphin Holdings PLC and include professional costs (£472k) and the resulting increase in the Employer's National Insurance provision for share awards (£1,656k).
APM measures calculations
Measure | KPI | Calculation |
Adjusted profit before tax ('Adjusted PBT') | No | Adjusted PBT is the statutory profit before tax adjusted for the following items: amortisation of client relationships and brand; defined benefit pension scheme past service costs; acquisition costs; incentivisation awards; onerous contracts and other gains and losses. |
Adjusted PBT margin (%) | Yes | Adjusted PBT margin is calculated by taking the adjusted PBT of £48.1m for the 6 months to 31 March 2022 (6 months to 31 March 2021: £47.0m; 12 months to 30 September 2021: £90.9m) over the total income of £209.5m for the 6 months to 31 March 2022 (6 months to 31 March 2021: £199.9m; 12 months to 30 September 2021: £405.9m) resulting in an adjusted PBT margin of 23.0% for the 6 months to 31 March 2022 (6 months to 31 March 2021: 23.5%; 12 months to 30 September 2021:22.4%). |
Adjusted diluted EPS (p) | Yes | This measure is adjusted for the same items as adjusted PBT (see above). The adjusted diluted EPS is 12.9p for the 6 months to 31 March 2022 (31 March 2021: 12.7p; 12 months to 30 September 2021: 23.8p), (see note 7). |
Dividend payout ratio (%) | Yes | Dividend payout ratio is calculated by adding the interim and final dividend per share paid by the Group and dividing by adjusted diluted EPS. |
Income margin (bps) | No | The income margin is calculated as total income over the average funds at the end of each fee billing quarter for the year for each service type. |
Cautionary statement
The Interim Management Report (the 'IMR') for the period ended 31 March 2022 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.
Statement of Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
- the condensed consolidated set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
- the condensed consolidated set of financial statements give a true and fair view of the assets, liabilities, financial position, cash flows and profit and loss of the Group;
- 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 period ended 31 March 2022 and their impact on the condensed consolidated set of financial statements; and description of principal risks and uncertainties for the remaining six months of the year); and
- the Interim Management Report includes a fair view of the information required by DTR 4.2.8R (disclosures of related parties' transactions and changes therein).
By order of the Board
Robin Beer Siobhan Boylan
Chief Executive Officer Chief Financial Officer
10 May 2022
Independent Review Report to Brewin Dolphin Holdings PLC
Conclusion
We have been engaged by Brewin Dolphin Holdings PLC ('the Company') and its subsidiaries (collectively the 'Group') to review the condensed consolidated financial statements in the interim financial report for the six months ended 31 March 2022 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement and notes to the condensed financial statements 1-20 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 financial statements.
Based on our review, nothing has come to our attention that causes us to believe that the condensed financial statements in the interim financial report for the six months ended 31 March 2022 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in accordance with International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. A review of interim financial information consists of making enquiries, 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 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.
As disclosed in note 2, the annual financial statements of the Brewin Dolphin Holdings PLC will be prepared in accordance with UK adopted international accounting standards. The condensed financial statements included in this interim financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting".
Responsibilities of the directors
The directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Auditor's responsibilities for the review of the financial information
In reviewing the interim report, we are responsible for expressing to the Company a conclusion on the condensed financial statements in the interim financial report. Our conclusion is based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.
Use of our report
This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.
Ernst & Young LLP
London10 May 2022
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