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Interim Management Report

11th May 2022 07:00

RNS Number : 0236L
Brewin Dolphin Holdings PLC
11 May 2022
 

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%).

MPS/ Voyager H1 net flows of £0.5bn (annualised growth rate 16.4%).

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.

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.

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

[email protected]

 

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.

Condensed Consolidated Statement of Comprehensive Income

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.

(iii) New standards, interpretations and amendments adopted by the Group

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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