19th May 2016 07:00
19 May 2016
Brewin Dolphin Holdings PLC
Interim Management Report
For the Half Year Ended 31 March 2016
Highlights1
● | Total funds £32.8bn, up 2.5% (FY 2015: £32.0bn). |
● | Discretionary funds at £25.9bn, up 4.4% (FY 2015: £24.8bn). This compares to an increase of 1.9% in the FTSE 100 Index and a 3.9% increase in the FTSE WMA Private Investor Series Balanced Portfolio Index. |
● | Total net discretionary funds inflows, excluding transfers, were £0.4bn representing an annualised growth rate of 3.2% (H1 2015: 4.2%). |
● | Core income £126.1m (H1 2015: £125.0m), an increase of 0.9%, mostly due to net organic discretionary funds growth and higher financial planning income offset by lower average market levels compared to H1 2015. |
● | Other income declined by 39.7% to £11.1m (H1 2015: £18.4m). |
● | Adjusted2 profit before tax of £28.4m (H1 2015: £32.4m), 12.3% lower. |
● | Profit before tax of £21.5m, 42.2% lower than H1 2015 (£37.2m) which included a one-off gain of £9.7m. |
● | Adjusted2 earnings per share: |
ú Basic earnings per share of 8.4p (H1 2015: 9.6p) | |
ú Diluted earnings per share3 of 7.9p (H1 2015: 9.0p) | |
● | Statutory earnings per share: |
ú Basic earnings per share of 6.3p (H1 2015: 11.0p) | |
ú Diluted earnings per share of 6.1p (H1 2015: 10.5p) | |
● | Interim dividend of 3.85p per share (H1 2015: 3.75p per share)
|
1 Continuing operations.
2 These figures have been adjusted to exclude redundancy costs, FSCS levy rebate, onerous contracts, one-off
migration costs, disposal of available-for-sale investment and amortisation of client relationships.
3 See note 7.
BDeclaration of Interim Dividend
The Board declares an interim dividend of 3.85p per share. The interim dividend is payable on 17 June 2016 to shareholders on the register at the close of business on 27 May 2016 with an ex-dividend date of 26 May 2016.
David Nicol, Chief Executive, said:
"The first half saw further growth in our core business as well as continued progress towards achieving our long-term strategic goals. Despite challenging market conditions, we maintained recent growth rates in our discretionary business, while also moving firmly to execution stage on many of the growth initiatives we outlined in 2015.
In the current market context, and given the short-term outflows resulting from business restructuring, the first half reflects a creditable performance. The underlying ability of the business to sustain organic growth, despite the poor market environment, is a reminder of the sound footings on which we are building our growth ambitions. The Group is in hiring mode and focused on a balance of direct and intermediary-led growth to increase discretionary funds by a third over the next five years."
For further information:
Brewin Dolphin Holdings PLC | |
David Nicol, Chief Executive | Tel: +44 (0)20 7248 4400 |
Andrew Westenberger, Finance Director | Tel: +44 (0)20 7248 4400 |
FTI Consulting | |
Paul Marriott | Tel: +44 (0)20 3727 1341 |
Edward Berry | Tel: +44 (0)20 3727 1046 |
Notes to Editors:
Brewin Dolphin is one of the UK's leading independent providers of discretionary wealth management. We offer award-winning personalised wealth management services that meet the varied needs of over 100,000 account holders, including individuals, charities, and pension funds.
Our focus on discretionary investment management has led to growth in client funds and we now manage £25.9 billion on a discretionary basis. In line with the premium we place on personal relationships, we have built a network of 28 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
The first half saw further growth in our core business as well as continued progress towards achieving our long-term strategic goals. Despite challenging market conditions, we maintained recent growth rates in our discretionary business, while also moving firmly to execution stage on many of the growth initiatives we outlined at our capital markets day in 2015.
Organic discretionary funds growth remained robust in the period, despite the impact of volatile investment markets. Financial planning revenues rose as clients continued to seek our advice-led service. Our intermediaries business continued to grow across both bespoke and model solutions, benefiting from the on-going trend of advice firms outsourcing their investment management needs.
In January, we announced five new appointments to the Executive Committee, increasing the direct participation of client-facing colleagues and redoubling our focus on growth. The new team has reviewed and revalidated our commercial priorities and progress has tangibly accelerated across a variety of growth initiatives.
We have developed and soft launched two new wealth management services; a service for family lawyers and their clients and a service for corporate advisors and their clients. Both will be formally launched in the second half. These professional services propositions will be supported by a dedicated specialist team and a promising pipeline of business is already evident.
Our recently launched 'entry level' non-advised investment service, 'Brewin Portfolio Service', is attracting new funds and is now available beyond the existing client base. Further enhancements to the service are on track to be delivered in the second half, including automated account opening and a fully developed web portal and app.
Our award-winning managed portfolio service is now available on 10 platforms and 94 new adviser firms have signed up to the service in the last six months, as reflected in growth in funds which now stand at £0.9bn. A passive version of the service is due to launch in the second half of the year, along with a direct access platform for this service to further expand accessibility for intermediaries.
Work has also continued on developing our marketing capability and brand awareness to support direct client growth. A structured programme for attracting new and growing existing clients has been implemented which centres on events and content that are specific to each target audience.
The development of our operating model to ensure scalability to support growth continued in the first half. Further restructuring has taken place creating larger client-facing teams and increasing efficiency in portfolio management. The refocusing of the business and run-off of non-core services allowed further rationalisation of our business support functions.
Having completed the rationalisation of our regional office network and established the right culture and organisational structure, we have begun to actively expand our client-facing resources by hiring investment managers and financial planners. In particular, our regional structure allows us to efficiently take advantage of growth opportunities and increase the appeal of the Group to new recruits.
We opened a new office in Cambridge in February, the first stage of growth plans for our South East region.
The volatile market conditions experienced in the second half of the year ended 30 September 2015 intensified in the first half of this financial year, with the FTSE touching multiyear lows in February 2016. This volatility, coupled with an absence of overall growth in equity markets since the peaks of April 2015, provided a challenging backdrop to both business growth and short-term financial performance.
In this context, and given the short-term outflows that result from the recent business restructuring, the results for the first half reflect a creditable performance. In particular, the underlying ability of the business to sustain organic funds inflows, despite the poor market environment, is a reminder of the sound footings on which we are building our growth ambitions.
The sale of Stocktrade completed on 29 April 2016, with disposal proceeds of £14m received. The sale commenced in 2015, aligning with our strategy of focusing on our core wealth management business.
Results and business performance
Adjusted profit before tax for the half year ended 31 March 2016 of £28.4m (H1 2015: £32.4m) was 12.3% lower year-on-year; with an adjusted PBT margin of 20.7% (H1 2015: 22.6%), the fall is primarily attributable to lower other income.
Continuing operations | Unaudited as at 31 March 2016 | Unaudited as at 31 March 2015 | Change |
£'m | £'m | ||
Core1 income | 126.1 | 125.0 | 0.9% |
Other income | 11.1 | 18.4 | -39.7% |
Total income | 137.2 | 143.4 | -4.3% |
Fixed staff costs | (53.1) | (52.6) | 1.0% |
Other operating costs | (33.2) | (33.3) | -0.3% |
Total fixed operating costs | (86.3) | (85.9) | 0.5% |
|
|
|
|
Adjusted profit before variable staff costs2 | 50.9 | 57.5 | -11.5% |
Variable staff costs | (22.7) | (25.4) | -10.6% |
Adjusted operating profit2 | 28.2 | 32.1 | -12.1% |
Net finance income and other gains and losses | 0.2 | 0.3 |
|
Adjusted profit before tax2 | 28.4 | 32.4 | -12.3% |
Exceptional gain | - | 9.7 | |
Exceptional costs3 | (3.6) | 0.3 | |
Amortisation of client relationships | (3.3) | (5.2) |
|
Profit before tax | 21.5 | 37.2 | -42.2% |
Taxation | (4.3) | (7.6) |
|
Profit after tax | 17.2 | 29.6 |
|
Earnings per share | |||
Basic earnings per share | 6.3p | 11.0p | |
Diluted earnings per share | 6.1p | 10.5p | |
Adjusted4 earnings per share |
|
| |
Basic earnings per share | 8.4p | 9.6p | -12.5% |
Diluted earnings per share | 7.9p | 9.0p | -12.2% |
1 Core income is defined as income derived from discretionary investment management, financial planning and execution only.
2 These figures have been adjusted to exclude redundancy costs, FSCS levy rebate, onerous contracts, one-off migration costs, disposal of available-for-sale investment and amortisation of client relationships.
3 Exceptional costs include redundancy costs, FSCS levy rebate, onerous contracts and one-off migration costs.
4 See note 7.
Core income grew 0.9% to £126.1m (H1 2015: £125.0m), in a period of volatile market conditions. The average FTSE WMA Private Investor Series Balanced Portfolio Index was 3,520 on our quarterly billing dates in 2016, compared to 3,612 in 2015, a decrease of 2.5%.
The impact of lower average markets has been offset by organic discretionary funds growth and growth in financial planning. Financial planning income increased by 11.0% to £8.1m (H1 2015: £7.3m).
Income is analysed as follows:
Unaudited as at 31 March 2016 | Unaudited as at 31 March 2015 | Change | |
£m | £m | ||
Discretionary investment management | 112.7 | 112.7 | 0.0% |
Financial planning | 8.1 | 7.3 | 11.0% |
Execution only | 5.3 | 5.0 | 6.0% |
Core income | 126.1 | 125.0 | 0.9% |
Advisory investment management | 8.1 | 13.8 | -41.3% |
Trail income | 1.8 | 2.5 | -28.0% |
Interest | 1.2 | 2.1 | -42.9% |
Other income | 11.1 | 18.4 | -39.7% |
|
|
|
|
Total income | 137.2 | 143.4 | -4.3% |
Whilst core income grew, the blended discretionary revenue margin of 87bps has fallen slightly (H1 2015: 88bps) with a change in business mix with intermediaries business becoming a more significant growth area. Transaction volumes remain subdued due to challenging market conditions.
Other income is lower at £11.1m, down 39.7% from H1 2015 (£18.4m), impacted by outflows from our advisory business as the Group continues to focus on higher quality discretionary wealth management services. Trail income of £1.8m (H1 2015: £2.5m) is expected to be fully removed in the second half of the year.
Fixed operating costs remained broadly flat at £86.3m (H1 2015: £85.9m). Variable staff costs declined in line with business performance.
The reduction in adjusted operating profit of 12.1% to £28.2m (H1 2015: £32.1m) was predominantly as a result of lower non-core income.
Profit before tax for the period was £21.5m (H1 2015: £37.2m), a fall of 42.2% compared to H1 2015 which was elevated by a one-off gain of £9.7m.
Exceptional costs of £3.6m (H1 2015: £0.3m credit) included higher redundancy expenses and one-off migration costs.
Amortisation of intangible client relationships reduced by 36.5% to £3.3m (H1 2015: £5.2m).
The interim dividend has been increased to 3.85p per share (2015 interim: 3.75p per share) and will be paid on 17 June 2016.
Funds
The Group continues its strategy of focusing on discretionary wealth and investment management with discretionary funds growing to £25.9bn, up 4.4% in the period. This compares to an increase of 3.9% in the FTSE WMA Private Investor Series Balanced Portfolio Index.
Total funds by service category
| Change | ||||
£bn | 31 March 2015 | 30 September 2015 | 31 March 2016 | Last 12 months | Last 6 months |
|
|
| |||
Discretionary | 26.2 | 24.8 | 25.9 | -1.1% | 4.4% |
Execution only | 3.8 | 3.7 | 3.6 | -5.3% | -2.7% |
Core funds | 30.0 | 28.5 | 29.5 | -1.7% | 3.5% |
| |||||
Advisory | 4.5 | 3.5 | 3.3 | -26.7% | -5.7% |
|
| ||||
Total funds | 34.5 | 32.0 | 32.8 | -4.9% | 2.5% |
| |||||
Indices |
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|
|
FTSE WMA Private Investor Series Balanced Portfolio | 3,684 | 3,421 | 3,556 | -3.5% | 3.9% |
FTSE 100 | 6,773 | 6,062 | 6,175 | -8.8% | 1.9% |
Funds flow by service category
|
|
| ||||||
£bn | 30 September 2015 | Inflows | Outflows | Internal transfers | Net flows | Growth rate* | Investment performance | 31 March 2016 |
Discretionary | 24.8 | 1.1 | (0.7) | - | 0.4 | 3.2% | 0.7 | 25.9 |
Execution only | 3.7 | 0.2 | (0.3) | 0.3 | 0.2 | 10.8% | (0.3) | 3.6 |
Core funds | 28.5 | 1.3 | (1.0) | 0.3 | 0.6 | 4.2% | 0.4 | 29.5 |
|
| |||||||
Advisory | 3.5 | - | (0.1) | (0.3) | (0.4) | -22.9% | 0.2 | 3.3 |
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Total funds | 32.0 | 1.3 | (1.1) | - | 0.2 | 1.3% | 0.6 | 32.8 |
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* annualised | ||||||||
Discretionary funds by channel
| |||||
£bn | 30 September 2015 | 31 March 2016 | |||
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| |||
Direct | 19.0 | 19.4 | |||
Agent - Bespoke | 5.1 | 5.5 | |||
Agent - Managed Portfolio Service | 0.6 | 0.9 | |||
Direct to Client - Brewin Portfolio Service | 0.1 | 0.1 | |||
Total discretionary funds | 24.8 | 25.9 | |||
| |||||
Continued development of the agent business and model solutions combined with direct organic growth resulted in discretionary funds inflows, excluding transfers, of £1.1bn (H1 2015: £1.1bn). 45% (£0.5bn) of the discretionary inflows were from direct clients; 36% (£0.4bn) from bespoke agent clients and 19% (£0.2bn) from the managed portfolio service. Net discretionary inflows of £0.4bn represent an annualised 3.2% growth rate (H1 2015 4.2%).
Total outflows across all service categories are in line with prior periods; with £0.2bn of elevated outflows resulting from the office restructuring over the last eighteen months.
As anticipated, advisory funds continued to fall with a 22.9% annualised reduction. The rate of outflows is expected to decline over time.
Capital
The Group has a strong balance sheet with cash balances at period end of £117.4m. These underpin its regulatory capital resources which continue to be in significant surplus to requirements.
Dividend
The Group's dividend policy is to grow dividends in line with adjusted earnings, with a target payout ratio of 60% to 80% of annual adjusted diluted earnings per share. In accordance with our normal practice, it is intended that the final dividend will be used to reflect full year profitability.
An interim dividend of 3.85p per share is payable on 17 June 2016 to shareholders on the register at the close of business on 27 May 2016 with an ex-dividend date of 26 May 2016.
The variable final dividend will be based on the full year target dividend payout ratio of 60% to 80% adjusted earnings per share.
Going concern
As stated in note 1 to the condensed set of financial statements, the Directors believe that the Group is well placed to manage its business risks successfully. The Group's forecasts and projections, taking account of possible adverse changes in trading performance, show that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt a going concern basis for the preparation of the condensed financial statements. In forming their view, the Directors have considered the Group's prospects for a period exceeding 12 months from the date the condensed 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 30 to 33 of the 2015 Annual Report and Accounts available via our website www.brewin.co.uk.
Board changes
Stephen Ford stepped down from the Board with effect from 8 January 2016 and the Board is grateful for his significant contribution to Brewin's success over the past 15 years. All of the Non-Executive Directors are considered by the Company to be independent and the Board is fully compliant with the UK Corporate Governance Code with respect to Board composition.
Outlook
While investment markets remain challenging into the second half of the financial year, we remain confident in continuing to attract clients to our advice-led core business while also progressing growth initiatives. The Group is in hiring mode and focused on a balance of direct and intermediary-led growth to increase discretionary funds by a third over the next five years.
David Nicol | |
Chief Executive | |
18 May 2016 |
Condensed Consolidated Income Statement
for the period ended 31 March 2016
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | ||
Continuing operations | Notes | £'000 | £'000 | £'000 |
Revenue | 136,031 | 141,200 | 280,196 | |
Other operating income |
| 1,217 | 2,150 | 3,495 |
Total income |
| 137,248 | 143,350 | 283,691 |
Staff costs | (75,789) | (78,029) | (152,982) | |
Redundancy costs | (1,885) | (970) | (2,432) | |
FSCS levy rebate | - | 1,181 | 1,160 | |
Onerous contracts | (315) | 131 | (433) | |
Amortisation of intangible assets - client relationships | 9 | (3,262) | (5,162) | (9,219) |
One-off migration costs | (1,468) | - | - | |
Other operating costs |
| (33,157) | (33,264) | (68,975) |
Operating expenses |
| (115,876) | (116,113) | (232,881) |
Operating profit | 21,372 | 27,237 | 50,810 | |
Finance income | 4 | 258 | 525 | 907 |
Other gains and losses | 5 | (3) | 9,712 | 9,712 |
Finance costs | 4 | (110) | (224) | (429) |
Profit before tax | 21,517 | 37,250 | 61,000 | |
Tax | 6 | (4,354) | (7,623) | (12,729) |
Profit for the period from continuing operations |
| 17,163 | 29,627 | 48,271 |
Discontinued operations | ||||
Profit/(loss) for the period from discontinued operations | 17 | 36 | 519 | (7,233) |
Profit for the period |
| 17,199 | 30,146 | 41,038 |
Attributable to: | ||||
Equity holders of the parent |
| 17,199 | 30,146 | 41,038 |
|
| 17,199 | 30,146 | 41,038 |
Earnings per share | ||||
From continuing operations | ||||
Basic | 7 | 6.3p | 11.0p | 17.7p |
Diluted | 7 | 6.1p | 10.5p | 17.1p |
| ||||
From continuing and discontinued operations | ||||
Basic | 7 | 6.3p | 11.2p | 15.0p |
Diluted | 7 | 6.1p | 10.7p | 14.5p |
Condensed Consolidated Statement of Comprehensive Income
for the period ended 31 March 2016
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | |
| £'000 | £'000 | £'000 |
Profit for the period | 17,199 | 30,146 | 41,038 |
Items that will not be reclassified subsequently to profit and loss: | |||
Actuarial gain on defined benefit scheme | 2,336 | 1,328 | 2,110 |
Deferred tax charge on actuarial gain on defined benefit scheme | (420) | (266) | (422) |
| 1,916 | 1,062 | 1,688 |
Items that may be reclassified subsequently to profit and loss: | |||
Reversal of revaluation of available-for-sale investments | - | (9,565) | (9,565) |
Reversal of deferred tax charge on revaluation of available-for-sale investments | - | 1,913 | 1,913 |
Revaluation of available-for-sale investments | (1) | - | - |
Deferred tax credit on revaluation of available-for-sale investments | - | - | - |
Exchange differences on translation of foreign operations | 201 | (311) | (266) |
| 200 | (7,963) | (7,918) |
Other comprehensive income/(expense) for the period | 2,116 | (6,901) | (6,230) |
Total comprehensive income for the period | 19,315 | 23,245 | 34,808 |
Attributable to: | |||
Equity holders of the parent | 19,315 | 23,245 | 34,808 |
| 19,315 | 23,245 | 34,808 |
Condensed Consolidated Statement of Changes in Equity
for the period ended 31 March 2016
Attributable to the equity shareholders of the parent | |||||||
Called up share capital | Share premium account | Own shares | Reval.n reserve | Merger reserve | Profit and loss account | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Balance at 28 September 2014 | 2,745 | 139,420 | (16,045) | 7,652 | 61,380 | 16,118 | 211,270 |
Profit for the period | - | - | - | - | - | 30,146 | 30,146 |
Other comprehensive income for the period |
| ||||||
Deferred and current tax on other comprehensive income | - | - | - | 1,913 | - | (266) | 1,647 |
Actuarial gain on defined benefit scheme | - | - | - | - | - | 1,328 | 1,328 |
Reclassification adjustment for gain included in profit | - | - | - | (9,565) | - | - | (9,565) |
Exchange differences on translation of foreign operations | - | - | - | - | - | (311) | (311) |
Total comprehensive income for the period | - | - | - | (7,652) | - | 30,897 | 23,245 |
Dividends | - | - | - | - | - | (16,845) | (16,845) |
Issue of shares | 45 | 2,402 | - | - | 9,173 | - | 11,620 |
Own shares acquired in the period | - | - | (13,048) | - | - | - | (13,048) |
Own shares disposed of on exercise of options | - | - | 7,234 | - | - | (7,234) | - |
Share-based payments | - | - | - | - | - | 4,617 | 4,617 |
Tax on share-based payments | - | - | - | - | - | 411 | 411 |
Balance at 31 March 2015 | 2,790 | 141,822 | (21,859) | - | 70,553 | 27,964 | 221,270 |
Profit for the period | - | - | - | - | - | 10,892 | 10,892 |
Other comprehensive income for the period |
| ||||||
Deferred and current tax on other comprehensive income | - | - | - | - | - | (156) | (156) |
Actuarial gain on defined benefit scheme | - | - | - | - | - | 782 | 782 |
Exchange differences on translation of foreign operations | - | - | - | - | - | 45 | 45 |
Total comprehensive income for the period | - | - | - | - | - | 11,563 | 11,563 |
Dividends | - | - | - | - | - | (10,118) | (10,118) |
Issue of shares | 3 | 313 | - | - | - | - | 316 |
Own shares acquired in the period | - | - | (6,951) | - | - | - | (6,951) |
Own shares disposed of on exercise of options | - | - | 657 | - | - | (657) | - |
Share-based payments | - | - | - | - | - | 4,321 | 4,321 |
Tax on share-based payments | - | - | - | - | - | (1,250) | (1,250) |
Balance at 30 September 2015 | 2,793 | 142,135 | (28,153) | - | 70,553 | 31,823 | 219,151 |
Profit for the period | - | - | - | - | - | 17,199 | 17,199 |
Other comprehensive income for the period |
| ||||||
Deferred and current tax on other comprehensive income | - | - | - | - | - | (420) | (420) |
Actuarial gain on defined benefit scheme | - | - | - | - | - | 2,336 | 2,336 |
Revaluation of available-for-sale investments | - | - | - | (1) | - | - | (1) |
Exchange differences on translation of foreign operations | - | - | - | - | - | 201 | 201 |
Total comprehensive income for the period | - | - | - | (1) | - | 19,316 | 19,315 |
Dividends | - | - | - | - | - | (22,374) | (22,374) |
Issue of shares | 37 | 9,644 | - | - | - | - | 9,681 |
Own shares acquired in the period | - | - | (7,141) | - | - | - | (7,141) |
Own shares disposed of on exercise of options | - | - | 5,039 | - | - | (5,039) | - |
Own shares disposed of | - | - | 226 | - | - | 84 | 310 |
Share-based payments | - | - | - | - | - | 3,996 | 3,996 |
Tax on share-based payments | - | - | - | - | - | (598) | (598) |
Balance at 31 March 2016 | 2,830 | 151,779 | (30,029) | (1) | 70,553 | 27,208 | 222,340 |
Condensed Consolidated Balance Sheet
as at 31 March 2016
Unaudited as at 31 March 2016 | Unaudited as at 31 March 2015 | Audited as at 30 September 2015 | ||
| Notes | £'000 | £'000 | £'000 |
ASSETS | ||||
Non-current assets | ||||
Intangible assets | 9 | 84,003 | 90,245 | 86,989 |
Property, plant and equipment | 10 | 5,972 | 9,139 | 8,188 |
Other receivables | 395 | 834 | 442 | |
Defined benefit scheme | 13 | 927 | - | - |
Deferred tax asset | 10,420 | 9,684 | 10,605 | |
Total non-current assets |
| 101,717 | 109,902 | 106,224 |
Current assets | ||||
Available-for-sale investments | 11 | 820 | - | 140 |
Trading investments | 11 | 978 | 977 | 945 |
Trade and other receivables | 225,789 | 279,457 | 254,041 | |
Cash and cash equivalents | 117,856 | 114,816 | 149,839 | |
Total current assets |
| 345,443 | 395,250 | 404,965 |
Total assets |
| 447,160 | 505,152 | 511,189 |
LIABILITIES | ||||
Current liabilities | ||||
Bank overdrafts | 479 | 50 | 16 | |
Trade and other payables | 203,907 | 258,829 | 255,524 | |
Current tax liabilities | 5,195 | 4,421 | 2,786 | |
Provisions | 12 | 9,063 | 2,657 | 7,267 |
Shares to be issued including premium | - | 9,361 | 9,304 | |
Total current liabilities |
| 218,644 | 275,318 | 274,897 |
Net current assets |
| 126,799 | 119,932 | 130,068 |
Non-current liabilities | ||||
Defined benefit scheme | 13 | - | 5,042 | 2,869 |
Provisions | 12 | 6,176 | 3,522 | 14,272 |
Total non-current liabilities |
| 6,176 | 8,564 | 17,141 |
Total liabilities |
| 224,820 | 283,882 | 292,038 |
Net assets |
| 222,340 | 221,270 | 219,151 |
EQUITY | ||||
Called up share capital | 14 | 2,830 | 2,790 | 2,793 |
Share premium account | 14 | 151,779 | 141,822 | 142,135 |
Own shares | (30,029) | (21,859) | (28,153) | |
Revaluation reserve | (1) | - | - | |
Merger reserve | 70,553 | 70,553 | 70,553 | |
Profit and loss account | 27,208 | 27,964 | 31,823 | |
Equity attributable to equity holders of the parent |
| 222,340 | 221,270 | 219,151 |
Condensed Consolidated Cash Flow Statement
for the period ended 31 March 2016
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | ||
Notes | £'000 | £'000 | £'000 | |
Net cash (outflow)/inflow from operating activities | 16 | (456) | 1,471 | 57,478 |
Cash flows from investing activities | ||||
Purchase of intangible assets - client relationships | - | (3) | (3) | |
Purchase of intangible assets - software | (2,501) | (2,530) | (5,146) | |
Purchases of property, plant and equipment | (211) | (737) | (2,271) | |
Purchase of available-for-sale investments | (722) | - | (140) | |
Proceeds on disposal of available-for-sale investments | 38 | 10,147 | 10,147 | |
Net cash from investing activities |
| (3,396) | 6,877 | 2,587 |
Cash flows from financing activities | ||||
Dividends paid to equity shareholders | 8 | (22,374) | (16,845) | (26,963) |
Purchase of own shares | (7,141) | (13,048) | (19,999) | |
Disposal of own shares | 310 | - | - | |
Proceeds on issue of shares | 376 | 1,597 | 1,913 | |
Net cash used in financing activities |
| (28,829) | (28,296) | (45,049) |
Net (decrease)/increase in cash and cash equivalents | (32,681) | (19,948) | 15,016 | |
Cash and cash equivalents at the start of period | 149,823 | 135,113 | 135,113 | |
Effect of foreign exchange rates | 235 | (399) | (306) | |
Cash and cash equivalents at the end of period |
| 117,377 | 114,766 | 149,823 |
Cash and cash equivalents shown in current assets | 117,856 | 114,816 | 149,839 | |
Bank overdrafts | (479) | (50) | (16) | |
Net cash and cash equivalents |
| 117,377 | 114,766 | 149,823 |
For the purposes of the cash flow statement, cash and cash equivalents include bank overdrafts.
Notes to the Condensed Set of Financial Statements
1. | Accounting policies
|
Basis of preparation
The annual financial statements of Brewin Dolphin Holdings PLC are prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union.
The condensed set of financial statements included in this Interim Financial Report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' ('IAS 34'), as adopted by the European Union and the Interim Financial Report has been prepared in accordance with the Disclosure and Transparency Rules ('DTR') of the Financial Conduct Authority.
The condensed set of financial statements included in this Interim Financial Report for the period ended 31 March 2016 should be read in conjunction with the annual audited financial statements of Brewin Dolphin Holdings PLC for the period ended 30 September 2015.
Going concern
The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly they continue to adopt the going concern basis in preparing the condensed financial statements.
Significant accounting policies and use of estimates and judgements
The preparation of interim 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 amounts of changes in estimates of amounts reported in the annual audited financial statements of Brewin Dolphin Holdings PLC for the period ended 30 September 2015.
The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements for the period ended 30 September 2015.
Several other new standards and amendments apply for the first time during the period, they do not impact the annual consolidated financial statements of the Group or the interim condensed consolidated financial statements of the Group.
2. | General information
|
Brewin Dolphin Holdings PLC (the 'Company') is a public limited company incorporated in the United Kingdom. The shares of the Company are listed on the London Stock Exchange. The address of its registered office is 12 Smithfield Street, London EC1A 9BD. This Interim Financial Report was approved for issue on 18 May 2016.
A copy of this Interim Financial Report including Condensed Financial Statements for the period ended 31 March 2016 is available at the Company's registered office and on the Company's investor relations website (www.brewin.co.uk).
The information for the period ended 30 September 2015 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.
3. | Segmental information
|
For management reporting purposes the Group currently has a single operating segment. This forms the reportable segment of the Group for the period. Please refer to the Condensed Consolidated Income Statement and the Condensed Consolidated Balance Sheet, for numerical information.
The Group's operations are carried out in the United Kingdom, Channel Islands and the Republic of Ireland. All segmental income related to external clients.
The accounting policies of the operating segment are the same as those of the Group.
4. Finance income and costs
| |||||
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 |
| ||
Continuing operations | £'000 | £'000 | £'000 |
| |
Finance income |
|
|
|
| |
Interest on bank deposits | 258 | 525 | 907 |
| |
| 258 | 525 | 907 |
| |
|
|
|
| ||
Finance costs |
|
|
|
| |
Finance cost of deferred consideration | - | 49 | 98 |
| |
Interest expense on defined benefit scheme | 40 | 135 | 244 |
| |
Unwind of discounts on provisions | 39 | 20 | 46 |
| |
Interest on bank overdrafts | 31 | 20 | 41 |
| |
| 110 | 224 | 429 |
| |
| |||||
Discontinued operations |
|
|
|
| |
Finance costs |
|
|
|
| |
Unwind of discounts on provisions | 72 | - | - |
| |
| 72 | - | - |
| |
| |||||
Continuing and discontinued operations |
|
|
|
| |
Finance income |
|
|
|
| |
Interest on bank deposits | 258 | 525 | 907 |
| |
| 258 | 525 | 907 |
| |
|
|
|
| ||
Finance costs |
|
|
|
| |
Finance cost of deferred consideration | - | 49 | 98 |
| |
Interest expense on defined benefit scheme | 40 | 135 | 244 |
| |
Unwind of discounts on provisions | 111 | 20 | 46 |
| |
Interest on bank overdrafts | 31 | 20 | 41 |
| |
| 182 | 224 | 429 |
| |
5. Other gains and losses
| |||||
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 |
| ||
| £'000 | £'000 | £'000 |
| |
(Loss)/profit on disposal of available-for-sale investments | (3) | 9,712 | 9,712 |
| |
In December 2014, the Group disposed of its holding of 19,899 shares in Euroclear Plc for a cash consideration of £10,147,000 and recognised a gain on disposal of £9,712,000. £9,565,000 of the gain, gross of deferred tax (£1,913,000), was recycled from the revaluation reserve.
6. Taxation
| |||||
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 |
| ||
Continuing operations | £'000 | £'000 | £'000 |
| |
United Kingdom |
| ||||
Current tax | 4,915 | 5,673 | 11,463 |
| |
Adjustments in respect of prior years | 318 | 309 | 257 |
| |
Overseas tax |
| ||||
Current tax | (79) | 129 | 149 |
| |
Adjustments in respect of prior years | 33 | 1 | 1 |
| |
| 5,187 | 6,112 | 11,870 |
| |
United Kingdom deferred tax |
| ||||
Current year | 441 | 1,851 | 1,398 |
| |
Adjustments in respect of prior years | (1,274) | (340) | (539) |
| |
Total continuing operations | 4,354 | 7,623 | 12,729 |
| |
|
| ||||
Discontinued operations |
| ||||
United Kingdom |
| ||||
Current tax | 194 | 155 | (1,478) |
| |
Adjustments in respect of prior years | - | - | - |
| |
Overseas tax |
| ||||
Current tax | - | - | - |
| |
Adjustments in respect of prior years | - | - | - |
| |
| 194 | 155 | (1,478) |
| |
United Kingdom deferred tax |
| ||||
Current year | - | - | (138) |
| |
Adjustments in respect of prior years | - | - | (1,537) |
| |
Total discontinued operations | 194 | 155 | (3,153) |
| |
|
| ||||
Continuing and discontinued operations |
| ||||
United Kingdom |
| ||||
Current tax | 5,109 | 5,828 | 9,985 |
| |
Adjustments in respect of prior years | 318 | 309 | 257 |
| |
Overseas tax |
| ||||
Current tax | (79) | 129 | 149 |
| |
Adjustments in respect of prior years | 33 | 1 | 1 |
| |
| 5,381 | 6,267 | 10,392 |
| |
United Kingdom deferred tax |
| ||||
Current year | 441 | 1,851 | 1,260 |
| |
Adjustments in respect of prior years | (1,274) | (340) | (2,076) |
| |
Total continuing and discontinued operations | 4,548 | 7,778 | 9,576 |
| |
| |||||
The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings.
7. | Earnings per share
|
The calculation of the basic and diluted earnings per share is based on the following data:
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | |
| '000 | '000 | '000 |
Number of shares | |||
Basic | |||
Weighted average number of shares in issue in the period | 270,929 | 269,126 | 272,987 |
Diluted | |||
Effect of weighted average number of options outstanding for the period | 9,345 | 9,989 | 10,040 |
Effect of estimated weighted average number of shares earned under deferred consideration arrangements | - | 2,655 | - |
Diluted weighted average number of options and shares for the period | 280,274 | 281,770 | 283,027 |
Adjusted1 diluted | |||
Effect of full dilution of employee share options which are contingently issuable or have future attributable service costs | 6,279 | 5,148 | 4,727 |
Adjusted diluted weighted average number of options and shares for the period | 286,553 | 286,918 | 287,754 |
a) Continuing operations | |||
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | |
£'000 | £'000 | £'000 | |
Basic earnings attributable to ordinary shareholders | |||
Profit for the period | 17,163 | 29,627 | 48,271 |
Disposal of available-for-sale investment | 3 | (9,712) | (9,712) |
Redundancy costs | 1,885 | 970 | 2,432 |
FSCS levy rebate | - | (1,181) | (1,160) |
Onerous contracts | 315 | (131) | 433 |
Amortisation of intangible assets - client relationships | 3,262 | 5,162 | 9,219 |
One-off migration costs | 1,468 | - | - |
less tax effect of above | (1,387) | 1,003 | (248) |
Adjusted2 basic profit for the period and attributable earnings | 22,709 | 25,738 | 49,235 |
| |||
Diluted earnings attributable to ordinary shareholders | |||
Profit for the period | 17,163 | 29,627 | 48,271 |
Finance costs of deferred consideration3 | - | 49 | - |
less tax | - | (10) | - |
Adjusted fully diluted profit for the period and attributable earnings | 17,163 | 29,666 | 48,271 |
Disposal of available-for-sale investment | 3 | (9,712) | (9,712) |
Redundancy costs | 1,885 | 970 | 2,432 |
FSCS levy rebate | - | (1,181) | (1,160) |
Onerous contracts | 315 | (131) | 433 |
Amortisation of intangible assets - client relationships | 3,262 | 5,162 | 9,219 |
One-off migration costs | 1,468 | - | - |
less tax effect of above | (1,387) | 1,003 | (248) |
Adjusted2 diluted profit for the period and attributable earnings | 22,709 | 25,777 | 49,235 |
Earnings per share | |||
Basic | 6.3p | 11.0p | 17.7p |
Diluted | 6.1p | 10.5p | 17.1p |
Adjusted2 earnings per share | |||
Basic | 8.4p | 9.6p | 18.0p |
Adjusted1 diluted | 7.9p | 9.0p | 17.1p |
b) Continuing and discontinued operations | |||
Unaudited Period to 31 March 2016 | Unaudited Period to 31 March 2015 | Audited period to 30 September 2015 | |
£'000 | £'000 | £'000 | |
Basic earnings attributable to ordinary shareholders | |||
Profit for the period | 17,199 | 30,146 | 41,038 |
Disposal of available-for-sale investment | 3 | (9,712) | (9,712) |
Redundancy costs | 1,885 | 970 | 2,432 |
FSCS levy rebate | - | (1,181) | (1,160) |
Onerous contracts | 315 | (131) | 433 |
Amortisation of intangible assets - client relationships | 3,262 | 5,162 | 9,219 |
One-off migration costs | 1,468 | - | - |
less tax effect of above | (1,387) | 1,003 | (248) |
Adjusted2 basic profit for the period and attributable earnings | 22,745 | 26,257 | 42,002 |
Diluted earnings attributable to ordinary shareholders | |||
Profit for the period | 17,199 | 30,146 | 41,038 |
Finance costs of deferred consideration3 | - | 49 | - |
less tax | - | (10) | - |
Adjusted fully diluted profit for the period and attributable earnings | 17,199 | 30,185 | 41,038 |
Disposal of available-for-sale investment | 3 | (9,712) | (9,712) |
Redundancy costs | 1,885 | 970 | 2,432 |
FSCS levy rebate | - | (1,181) | (1,160) |
Onerous contracts | 315 | (131) | 433 |
Amortisation of intangible assets - client relationships | 3,262 | 5,162 | 9,219 |
One-off migration costs | 1,468 | - | - |
less tax effect of above | (1,387) | 1,003 | (248) |
Adjusted2 diluted profit for the period and attributable earnings | 22,745 | 26,296 | 42,002 |
Earnings per share | |||
Basic | 6.3p | 11.2p | 15.0p |
Diluted | 6.1p | 10.7p | 14.5p |
Adjusted2 earnings per share | |||
Basic | 8.4p | 9.8p | 15.4p |
Adjusted1 diluted | 7.9p | 9.2p | 14.6p |
c) Discontinued operations | |||
The denominators used are the same as those detailed above for both basic and diluted earnings from continuing operations. | |||
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | |
Earnings per share | |||
Basic | 0.0p | 0.2p | (2.7p) |
Diluted | 0.0p | 0.2p | (2.6p) |
Adjusted2 earnings per share | |||
Basic | 0.0p | 0.2p | (2.6p) |
Adjusted1 diluted | 0.0p | 0.2p | (2.5p) |
1 The dilutive shares used for this measure differ from that used for statutory dilutive earnings per share; the future value of service costs attributable to employee share options is ignored and contingently issuable shares for Long-term Incentive Plan ('LTIP') options are assumed to fully vest. The Directors have selected this measure as it represents the underlying effective dilution by offsetting the impact to the calculation of basic shares of the purchase of shares by the Employee Share Ownership Trust ('ESOT') to satisfy options. | |||
2 Excluding disposal of available-for-sale investment, redundancy costs, FSCS levy rebate, onerous contracts, amortisation of client relationships and one-off migration costs. | |||
3 Finance costs of deferred consideration are added back where the issue of shares is more dilutive than the interest cost saved. |
8. Dividends
| |||||
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 |
| ||
| £'000 | £'000 | £'000 |
| |
Amounts recognised as distributions to equity shareholders in the period: |
| ||||
Final dividend paid 11 March 2016, 8.25p per share (2015: 6.25p per share) | 22,374 | 16,845 | 16,845 |
| |
Interim dividend paid 26 June 2015, 3.75p per share | - | - | 10,118 |
| |
| 22,374 | 16,845 | 26,963 |
| |
| |||||
An interim dividend of 3.85p per share was declared by the Board on 18 May 2016 and has not been included as a liability as at 31 March 2016. This interim dividend will be paid on 17 June 2016 to shareholders on the register at the close of business on 27 May 2016 with an ex-dividend date of 26 May 2016.
9. Intangible assets | ||||
Goodwill | Client relationships | Software | Total | |
Cost | £'000 | £'000 | £'000 | £'000 |
At 28 September 2014 | 48,637 | 108,046 | 53,655 | 210,338 |
Additions | - | 83 | 2,482 | 2,565 |
Disposals | - | - | - | - |
Exchange differences | - | (12) | - | (12) |
Remeasurement of deferred purchase consideration in respect of acquisitions in prior periods | - | 121 | - | 121 |
At 31 March 2015 | 48,637 | 108,238 | 56,137 | 213,012 |
Additions | - | (186) | 2,392 | 2,206 |
Disposals | - | - | (2,704) | (2,704) |
Exchange differences | - | 4 | - | 4 |
Remeasurement of deferred purchase consideration in respect of acquisitions in prior periods | - | (115) | - | (115) |
At 30 September 2015 | 48,637 | 107,941 | 55,825 | 212,403 |
Additions | - | (21) | 2,737 | 2,716 |
Disposals | - | - | - | - |
Exchange differences | - | 11 | - | 11 |
At 31 March 2016 | 48,637 | 107,931 | 58,562 | 215,130 |
| ||||
Accumulated amortisation and impairment | ||||
At 28 September 2014 | - | 69,589 | 46,438 | 116,027 |
Amortisation charge for the period | - | 5,162 | 1,578 | 6,740 |
Eliminated on disposal | - | - | - | - |
Exchange differences | - | - | - | - |
Impairment losses for the period | - | - | - | - |
At 31 March 2015 | - | 74,751 | 48,016 | 122,767 |
Amortisation charge for the period | - | 4,057 | 1,137 | 5,194 |
Eliminated on disposal | - | - | (2,688) | (2,688) |
Exchange differences | - | (3) | - | (3) |
Impairment losses for the period (see note 17) | - | - | 144 | 144 |
At 30 September 2015 | - | 78,805 | 46,609 | 125,414 |
Amortisation charge for the period | - | 3,262 | 2,101 | 5,363 |
Eliminated on disposal | - | - | - | - |
Exchange differences | - | 5 | - | 5 |
Impairment losses for the period (see note 17) | - | - | 345 | 345 |
At 31 March 2016 | - | 82,072 | 49,055 | 131,127 |
Net book value | ||||
At 28 September 2014 | 48,637 | 38,457 | 7,217 | 94,311 |
At 31 March 2015 | 48,637 | 33,487 | 8,121 | 90,245 |
At 30 September 2015 | 48,637 | 29,136 | 9,216 | 86,989 |
At 31 March 2016 | 48,637 | 25,859 | 9,507 | 84,003 |
10. Property, plant and equipment | |||||
| Leasehold Improvements | Office Equipment | Motor Vehicles | Computer Equipment | Total |
Cost | £'000 | £'000 | £'000 | £'000 | £'000 |
At 28 September 2014 | 11,803 | 13,255 | 32 | 79,192 | 104,282 |
Additions | 500 | 162 | - | 80 | 742 |
Exchange differences | (14) | (39) | (2) | - | (55) |
Disposals | (81) | (60) | - | (41) | (182) |
At 31 March 2015 | 12,208 | 13,318 | 30 | 79,231 | 104,787 |
Additions | 1,048 | 174 | - | 318 | 1,540 |
Exchange differences | 4 | 9 | - | - | 13 |
Disposals | - | (62) | - | (32,397) | (32,459) |
At 30 September 2015 | 13,260 | 13,439 | 30 | 47,152 | 73,881 |
Additions | 66 | 54 | - | 105 | 225 |
Exchange differences | 13 | 40 | 2 | - | 55 |
Disposals | - | - | (32) | - | (32) |
At 31 March 2016 | 13,339 | 13,533 | - | 47,257 | 74,129 |
| |||||
Accumulated depreciation | |||||
At 28 September 2014 | 7,431 | 11,372 | 21 | 74,382 | 93,206 |
Charge for the period | 649 | 627 | 4 | 1,375 | 2,655 |
Exchange differences | (13) | (33) | (2) | - | (48) |
Eliminated on disposal | (71) | (53) | - | (41) | (165) |
At 31 March 2015 | 7,996 | 11,913 | 23 | 75,716 | 95,648 |
Charge for the period | 991 | 490 | 3 | 863 | 2,347 |
Exchange differences | 3 | 8 | 1 | - | 12 |
Impairment of assets (see note 17) | - | - | - | 136 | 136 |
Eliminated on disposal | (8) | (45) | - | (32,397) | (32,450) |
At 30 September 2015 | 8,982 | 12,366 | 27 | 44,318 | 65,693 |
Charge for the period | 684 | 366 | - | 1,059 | 2,109 |
Exchange differences | 13 | 34 | 2 | - | 49 |
Impairment of assets (see note 17) | - | - | - | 335 | 335 |
Eliminated on disposal | - | - | (29) | - | (29) |
At 31 March 2016 | 9,679 | 12,766 | - | 45,712 | 68,157 |
| |||||
Net book value | |||||
At 28 September 2014 | 4,372 | 1,883 | 11 | 4,810 | 11,076 |
At 31 March 2015 | 4,212 | 1,405 | 7 | 3,515 | 9,139 |
At 30 September 2015 | 4,278 | 1,073 | 3 | 2,834 | 8,188 |
At 31 March 2016 | 3,660 | 767 | - | 1,545 | 5,972 |
11. | Investments
|
Available-for-sale
| Unaudited as at 31 March 2016 | Unaudited as at 31 March 2015 | Audited as at 30 September 2015 |
£'000 | £'000 | £'000 | |
At start of period | 140 | 10,000 | 10,000 |
Additions | 722 | - | 140 |
Net loss from changes in fair value recognised in equity | (1) | - | - |
Disposals | (41) | (10,000) | (10,000) |
At end of period | 820 | - | 140 |
| |||
Current assets | |||
Available-for-sale investments | |||
- Equity | 106 | - | 46 |
- Asset-backed security | 714 | - | 94 |
| 820 | - | 140 |
| |||
Total investments | 820 | - | 140 |
The Group holds the following:
i) An open-ended investment protected cell company incorporated and registered in Guernsey. The valuation of the investment is based on the value of traded life policies held by that company.
ii) A USD fixed rate note, due to mature on 23 September 2019.The valuation of the investment is based on the value of traded life policies held by the issuing company.
The Group has increased its investments in both holdings during the period.
During the period ended 30 September 2015, the Group sold its unlisted available-for-sale investment of 19,899 ordinary shares of Euroclear plc's share capital (refer to note 5).
Trading investments
Listed investments | |
£'000 | |
Fair value |
|
At 31 March 2015 | 977 |
At 30 September 2015 | 945 |
At 31 March 2016 | 978 |
Investments are measured at fair value which is determined directly by reference to published prices in an active market where available.
12. Provisions
|
| ||||||
Sundry claims and associated costs | Onerous contracts | Social security contributions on share options | Leasehold dilapidations | Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015* | Audited period to 30 September 2015 | |
Total | Total | Total | |||||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
At start of period | 2,426 | 14,357 | 2,501 | 2,255 | 21,539 | 13,390 | 13,390 |
Additions | 430 | 746 | 361 | 79 | 1,616 | 2,269 | 16,339 |
Utilisation of provision | (1,340) | (4,240) | (810) | (462) | (6,852) | (4,718) | (5,738) |
Unwinding of discount | - | 93 | - | 18 | 111 | 20 | 46 |
Unused amounts reversed during the period | (308) | (867) | - | - | (1,175) | (1,345) | (2,498) |
At end of period | 1,208 | 10,089 | 2,052 | 1,890 | 15,239 | 9,616 | 21,539 |
Provisions | |||||||
Included in current liabilities | 1,208 | 6,344 | 1,132 | 379 | 9,063 | 5,058 | 7,267 |
Included in non-current liabilities | - | 3,745 | 920 | 1,511 | 6,176 | 4,558 | 14,272 |
| 1,208 | 10,089 | 2,052 | 1,890 | 15,239 | 9,616 | 21,539 |
* In the prior period the provisions for leasehold dilapidations and social security contributions on share options were included in trade and other payables. During the period ended 30 September 2015, after the publication of the interim financial statements, they were reclassified to provisions to better reflect the nature of these balances, the comparatives for the period to 31 March 2015 have been adjusted accordingly. |
The Group recognises a provision for settlements of sundry claims and associated costs. The timing of the settlements is unknown, but it is expected that they will be resolved within 12 months.
The onerous contracts provision is in respect of both surplus office space and contracts associated with discontinued operations. 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 premises and it is more likely than not that the premises will be sublet, an allowance for sublease income has been included in the valuation.
Provision of £4.1 million (30 September 2015: £4.1 million) has been made for surplus office space, which the Group may not be able to sublet in the short-term. The maximum exposure is the current estimated amount that the Group would have to pay to meet the future obligations under these lease contracts which is approximately £11.3 million as at 31 March 2016 (30 September 2015: £6.9 million), if the assumption regarding sublets is removed and the time value of money is ignored. The longest lease term covered by the provision has 17.5 years remaining and accounts for £3.6 million of the provision.
Provision of £6.0 million (30 September 2015: £10.3 million) has been made in relation to onerous contracts resulting from discontinued operations (see note 17). These costs arise over the term of the contract. The contracts covered by the provision have a maximum remaining term of one year, the maximum exposure is £6.0 million, if the time value of money is ignored. During the period settlement has been made in relation to certain contracts.
The Group recognises a provision of £1.9 million for leasehold dilapidations. These costs are expected to arise at the end of the lease. The leases covered by the provision have a maximum remaining term of 17.5 years.
13. | Defined benefit scheme
|
The main financial assumptions used in calculating the Group's defined benefit scheme are as follows:
As at | As at | As at | |
31 March 2016 | 31 March 2015 | 30 September 2015 | |
Discount rate | 3.60% | 3.30% | 3.80% |
RPI Inflation assumption | 3.10% | 2.90% | 3.20% |
CPI Inflation assumption | 2.10% | 1.90% | 2.20% |
Rate of increase in salaries | 3.10% | 2.90% | 3.20% |
LPI Pension Increases | 3.00% | 2.85% | 3.10% |
Average assumed life expectancies for members on retirement at age 65. | |||
Retiring today | |||
Males | 88.6 years | 88.9 years | 88.6 years |
Females | 89.9 years | 90.2 years | 89.9 years |
Retiring in 20 years' time | |||
Males | 89.9 years | 90.3 years | 89.9 years |
Females | 91.4 years | 91.7 years | 91.4 years |
A full actuarial valuation was carried out as at 31 December 2014 and the results of this valuation have been updated to 31 March 2016 by a qualified independent actuary.
14. | Called up share capital
|
The following movements in share capital occurred during the period:
Date | No. of Fully Paid Shares | No. of Nil Paid Shares | Exercise/Issue Price (pence) | Called up share capital | Share premium account | Total | |
|
|
|
|
| £'000 | £'000 | £'000 |
At 30 September 2015 | 279,262,045 | 36,832 | 2,793 | 142,135 | 144,928 | ||
Settlement of deferred consideration | 3 December 2015 | 3,458,926 | - | 269p | 35 | 9,270 | 9,305 |
Issue of options | Various | 233,053 | - | 103.5p -175.25p | 2 | 342 | 344 |
Nil paid shares now paid up | Various | 36,832 | (36,832) | 108.6p | - | 40 | 40 |
Cost of issue of shares | - | - | - | (8) | (8) | ||
At 31 March 2016 |
| 282,990,856 | - | 2,830 | 151,779 | 154,609 |
15. | Share-based payments
|
In December 2015, 1,355,565 share options were granted to senior executives and the Directors under the Long-term Incentive Plan ('LTIP'). The options vest on the third anniversary of the date of grant provided certain performance conditions and targets, set prior to the grant, have been met. If the performance conditions are not met the options lapse. The fair value at grant date is estimated using a Black-Scholes model, taking into account the terms and conditions upon which the options were granted. There is no cash settlement of the options. The fair value of options granted during the period ended 31 March 2016 was estimated on the date of grant using the following assumptions:
|
|
Weighted average share price | 269p |
Weighted average exercise price | - |
Expected volatility | 26% |
Expected life (yrs) | 3 |
Risk free rate | 1.1% |
Expected dividend yield | 5.6% |
The weighted average fair value of the options granted during the period was 227.20p (period ended 30 September 2015: 246.25p).
The Group recognised total expenses in the period of £3,996,000 (31 March 2015: £4,617,000, 30 September 2015: £8,938,000) related to equity-settled share-based payment transactions.
16. Note to the cash flow statement | |||||
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 |
| ||
| £'000 | £'000 | £'000 |
| |
Operating profit from continuing operations | 21,372 | 27,237 | 50,810 |
| |
Profit/(loss) from discontinued operations | 230 | 674 | (10,387) |
| |
Adjustments for: |
| ||||
Depreciation of property, plant and equipment | 2,109 | 2,655 | 5,002 |
| |
Amortisation of intangible assets - client relationships | 3,262 | 5,162 | 9,219 |
| |
Amortisation of intangible assets - software | 2,101 | 1,578 | 2,715 |
| |
Impairment of intangible assets and tangible assets | 680 | - | 280 |
| |
Loss on disposal of property, plant and equipment | 3 | 16 | 26 |
| |
Defined benefit scheme | (1,500) | (1,500) | (3,000) |
| |
Share-based payment expense | 3,996 | 4,617 | 8,938 |
| |
Translation adjustments | (34) | 88 | 41 |
| |
Interest income | 258 | 525 | 907 |
| |
Interest expense | (31) | (20) | (41) |
| |
Operating cash flows before movements in working capital | 32,446 | 41,032 | 64,510 |
| |
Decrease in payables and provisions | (58,204) | (56,793) | (44,349) |
| |
Increase in receivables and trading investments | 28,266 | 22,961 | 48,802 |
| |
Cash generated by operating activities | 2,508 | 7,200 | 68,963 |
| |
Tax paid | (2,964) | (5,729) | (11,485) |
| |
Net cash (outflow)/inflow from operating activities | (456) | 1,471 | 57,478 |
| |
| |||||
Cash and cash equivalents comprise cash at bank and bank overdrafts.
17. | Discontinued operations
|
On 14 May 2015, the Group announced the decision to dispose of its Stocktrade business for £14 million in cash, payable in full upon completion. As at 31 March 2016, the consideration for the disposal has not been recognised (see note 4a(i) in the 2015 Annual Report and Accounts). The disposal completed 29 April 2016 with disposal proceeds of £14m received.
The results of the discontinued operation, included in the Consolidated Income Statement, were as follows:
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | |
£'000 | £'000 | £'000 | |
Revenue | 3,234 | 5,040 | 9,687 |
Expenses | (2,691) | (4,286) | (8,413) |
Operating profit | 543 | 754 | 1,274 |
Costs of separation | (313) | (80) | (11,660) |
Profit/(loss) before tax | 230 | 674 | (10,386) |
Attributable tax (expense)/credit | (194) | (155) | 3,153 |
Net profit/(loss) attributable to discontinued operations (attributable to the equity holders of the parent) | 36 | 519 | (7,233) |
Costs of separation consist of the following items:
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | |
£'000 | £'000 | £'000 | |
Impairment |
|
|
|
- Intangible - see note 9 | (345) | - | (144) |
- Tangible - see note 10 | (335) | - | (136) |
Onerous contract release/(charge) - see note 12 | 448 | - | (10,288) |
Other | (81) | (80) | (1,092) |
Total costs of separation | (313) | (80) | (11,660) |
Stocktrade contributed the following cash flows included within the Consolidated Cash Flow Statement:
Unaudited period to 31 March 2016 | Unaudited period to 31 March 2015 | Audited period to 30 September 2015 | |
£'000 | £'000 | £'000 | |
Net cash (outflows)/inflows from operating activities | (2,490) | 1,200 | 1,732 |
Net cash flows from investing activities | - | - | - |
Net cash flows from financing activities | - | - | - |
Net (decrease)/increase in cash and cash equivalents | (2,490) | 1,200 | 1,732 |
18. | Related party transactions
|
There have been no related party transactions that have taken place in the period that have materially affected the financial position or the performance of the Group during the period and no changes to related party transactions from those disclosed in the 2015 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.
Cautionary statement
The Interim Management Report (the 'IMR') for the period ended 31 March 2016 has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.
The IMR contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
Responsibility Statement
The Directors confirm that to the best of their knowledge:
a) | the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
|
b) | the interim management report includes a fair view of the information required by Disclosure and Transparency Rules ('DTR') 4.2.7 R (indication of important events during the period ended 31 March 2016 and description of principal risks and uncertainties for the remaining six months of the year); and
|
c) | the interim management report includes a fair view of the information required by DTR 4.2.8 R (disclosures of related parties' transactions and changes therein). |
By order of the Board
David Nicol | Andrew Westenberger |
Chief Executive
18 May 2016 | Finance Director
|
Independent Review Report to Brewin Dolphin Holdings PLC
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the period ended 31 March 2016 which comprises the condensed consolidated income statement, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and related notes 1 to 18. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the period ended 31 March 2016 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
18 May 2016
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