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Unaudited Preliminary Results

22nd Dec 2014 15:56

RNS Number : 5055A
Daniel Stewart Securities PLC
22 December 2014
 



DANIEL STEWART SECURITIES PLC ("Daniel Stewart" or "the Company")

 

UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2014

 

The Board of Daniel Stewart, the investment bank offering corporate advisory, institutional stockbroking and wealth management services, announces its unaudited final results for the year ended 31 March 2014.

The Company also expects to shortly announce its interim results for the six months to 30 September 2014.

The Company's ordinary shares will remain suspended until such time as it publishes its Annual Report for the year ended 31 March 2014, which it expects to do during January 2015.

A copy of this announcement is available at www.danielstewart.co.uk.

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Revenues: £4.2 million (2013: £4.8 million).

EBITDA: £1.4m (2013: £2.6m).

Net assets at period end: £1.6 million (£2.8 million at 30 September 2013).

Cash and cash equivalents: £228,000 (£937,000 at 30 September 2013).

Adjusted EPS: (0.45) p per share (2013: (0.62) p per share).

£32.5 million placed (new & vendor placings) for corporate clients during the period.

27 retained clients and 18 transactions completed.

Strategic report & Financial review

This review contains several subjective and forward looking statements which have been made by the directors in good faith based upon the information available to them at the time. Any subjective or forward-looking statement should be considered by the user within the context of economic and business risk.

The year to March 2014 has continued to be difficult, although market conditions did improve marginally during the second half of the financial year. Revenue has decreased year on year in our traditional corporate finance areas, however our private client desk has demonstrated continued growth. This is the first year in which the group can demonstrate full year saving from a reorganisation in September 2012; accordingly overall costs have reduced significantly. We will continue to keep our cost-base under constant review and appropriate to the Group's business activities.

Revenue for the twelve months was £4.2 million, down from £4.8 million for the previous year, a decrease of 13.0% as compared to the 45.3% deterioration in the previous-year. Our Corporate Finance and Capital Markets saw a decline for the year of £1.0 million: this was offset by the completion of a number of vendor placings totalling £32.0 million as compared to £27.5 million in the year ended 31 March 2013. Our private client activities improved by 19%. At the gross profit level, performance was up from £0.3 million in 2013 to £1.2 million. This has been helped by a round of cost reductions initiated in September 2012, lowering our cost of sales by £1.5 million from the year ended 31 March 2013. The group continues to divest itself of certain investments, in order to realise cash; these sales resulting in a loss in the year ended 31 March 2013 of £377,000 and a loss of £65,000 in the year under review. At the operating level, before amortisation of Goodwill, we reported a loss of £1.4 million compared to a loss of £2.6 million for 2013. Administrative costs continued to reduce in the year under review by a further £381,000 (2013: £1.2 million reduction). Staffing levels have continued to decline from 39 during the previous year to 32 at 31 March 2014 and currently stand at 26. Included in staff costs are £390,000 of non-contractual retention payments.

At 31 March 2014 we acted for 27 public market corporate clients as compared to 41 clients a year earlier. Much of this decline has been due to client companies ceasing to trade or de-listing.

Assets under administration were £197 million at 31 March 2014, down from £300 million in 2013, due significantly to the decline in the value of one holding in the portfolio.

Business in the Far East has not grown sufficiently for the group to continue seeking licence approval. We continue to retain clients in that geographical region however, and have maintained institutional links through membership of Global Alliance Partners. Daniel Stewart Securities plc now has board representation of this organisation

Key financials

31 March 2014

31 March 2013

Revenue

£

£

Transaction

2,281,601

2,792,444

(18.3)%

Retainer

1,160,755

1,682,328

(31.0)%

Secondary commission

860,954

724,000

18.9%

4,303,310

5,198,772

(17.2)%

Revenue - Share trading

(63,642)

(377,303)

83.31%

4,239,668

4,821,469

(12.06)%

Operating costs

(5,597,684)

(7,452,655)

24.90%

EBITDA

(1,358,016)

(2,631,186)

48.38%

Other key performance indicators

Funds placed on public markets (£million)

32.0

27.5

16.4%

Corporate clients

27

41

(34.1)%

Assets under administration (£million)

197

300

(34.3)%

 

 

 

Current trading and outlook

In the first half (April to September 2014) the group continued to reduce losses, with turnover rising to £2.3 million as compared to £2.1 million for the same period in the previous year. Operating costs for these first six months were £2.3 million (2013 : £2.8 million) resulting in a small operating profit. The order book contains several significant transactions, and while there is a level of uncertainty as to the outcome, the directors remain reasonably confident that a positive result for the year ending 31 March 2015 is achievable.

Principal risks and uncertainties

The principal risk facing the business is the condition of the Stock Market. Adverse market conditions normally have a significant downward effect upon revenue and hence profitability. The group mitigates some of this risk by targeting revenues across a number of sectors and by control of overheads.

The other main risks facing the group are operational, credit, liquidity and to a lesser degree interest and currency rates.

 

 

Peter Shea

Group Chief Executive

 

 

Unaudited Consolidated Statement of Comprehensive Income

Year ended 31 March 2014

Year- ended

Year-ended

Continuing operations

31 March 2014

31 March 2013

£

£

Revenue - Corporate finance activities

4,303,310

5,198,772

Revenue - Share trading, realised

180,464

(27,358)

Revenue - Share trading, unrealised

(21,803)

(345,279)

Revenue - Warrants, realised

(94,249)

-

Revenue - Warrants, unrealised

(128,054)

(4,666)

4,239,668

4,821,469

Cost of sales

(2,952,760)

(4,478,978)

Gross profit

1,286,908

342,491

Administrative costs

(2.676,010)

(3,056,534)

Impairment of Goodwill

(924,918)

(356,525)

Operating loss

(2,314,019)

(3,070,568)

Finance income

2,400

19,268

Finance costs

(21,919)

(86,994)

Loss before taxation

(2,333,539)

(3,138,294)

Taxation

 -

-

Loss and total comprehensive expense for the year

(2,333,539)

(3,138,294)

Earnings per share

Basic and diluted

(0.45)p

(0.62)p

 

 

Unaudited Consolidated Statement of Financial Position

As at 31 March 2014

Restated

31 March 2014

31 March 2013

£

£

Non-current assets

Goodwill

1,410,535

2,335,413

Financial assets at fair value through profit or loss

-

283,889

Property, plant and equipment

74,555

99,199

Loans receivable

 400,548

400,548

1,885,638

3,119,049

Current assets

Financial assets at fair value through profit or loss

320,647

540,198

Trade and other receivables

1,374,113

2,406,987

Cash and cash equivalents

227,553

645,070

1,922,313

3,592,255

Total assets

3,807,951

6,711,304

Current liabilities

Trade and other payables

(2,163,547)

(2,983,361)

Corporation tax

-

(2,163,547)

(2,983,361)

Net assets

1,644,404

3,727,943

Equity

Capital and reserves attributable to equity shareholders :

Share capital

1,299,756

1,274,756

Share premium

9,570,342

9,345,342

Accumulated losses

(18,599,224)

(16,265,685)

Revaluation reserve

-

-

Capital redemption reserve

49,998

49,998

Capital reserve

11,166,914

11,166,914

 

Share compensation reserve

403,135

403,135

Employee benefit trust reserve

(2,246,517)

(2,246,517)

1,644,404

3,727,943

 

 

 

Unaudited Company Statement of Financial Position

As at 31 March 2014

Restated

31 March 2014

31 March 2013

£

£

Non-current assets

Financial assets at fair value through profit or loss

-

283,889

Loans receivable

-

-

Investment in subsidiaries

1,410,535

3,572,983

1,410,535

3,856,872

Current assets

Financial assets at fair value through profit or loss

320,647

540,198

Trade and other receivables

114,171

232,690

Cash and cash equivalents

16,257

411,387

451,075

1,184,275

Total assets

1,861,610

5,041,147

Current liabilities

Trade and other payables

(2,079,969)

(1,709,167)

(2,079,969)

(1,709,167)

Net Assets

(218,359)

3,331,980

Equity

Capital and reserves attributable to equity shareholders

Share capital

1,299,756

1,274,756

Share premium

9,570,342

9,345,342

Retained earnings

(20,066,025)

(16,265,686)

Capital redemption reserve

49,998

49,998

Capital reserve

8,524,435

8,524,435

Share compensation reserve

403,135

403,135

(218,359)

3,331,980

 

 

 

Unaudited Consolidated and company Statement of Changes in Equity

Year ended 31 March 2014

Group

Restated

Balance at 1 April 2013

Equity issued in the year

Loss and total comprehensive (expense) for the year

Balance at 31 March 2014

 

£

£

£

£

 

Share capital

1,274,756

25,000

-

1,299,756

 

Share premium

9,345,342

225,000

-

9,570,342

 

Accumulated deficit

(16,265,685)

-

(2,333,539)

(18,599,224)

 

Capital redemption reserve

49,998

-

-

49,998

 

Capital reserve

11,166,914

-

-

11,166,914

 

Share compensation reserve

403,135

-

-

403,135

 

Employee benefit trust reserve

(2,246,517)

-

-

(2,246,517)

 

3,727,943

250,000

(2,333,539)

1,644,404

 

Company

 

Share capital

1,274,756

25,000

-

1,299,756

 

Share premium

9,345,342

225,000

-

9,570,342

 

Accumulated deficit

(16,265,686)

-

(3,800,339)

(20,066,025)

 

Capital redemption reserve

49,998

-

-

49,998

 

Capital reserve

8,524,435

-

-

8,524,435

 

Share compensation reserve

403,135

-

-

403,135

 

3,331,980

250,000

(3,800,339)

(218,359)

 

Group

Restated

Balance at 1 April 2012

Equity issued in the year

Loss and total comprehensive expense for the year

Balance at 31 March 2013

 

£

£

£

£

 

Share capital

1,274,756

-

-

1,274,756

 

Share premium

9,345,342

-

-

9,345,342

 

Accumulated deficit

(13,127,391)

-

(3,138,294)

(16,265,685)

 

Capital redemption reserve

49,998

-

-

49,998

 

Capital reserve

11,166,914

-

-

11,166,914

 

Share compensation reserve

403,135

-

-

403,135

 

Employee benefit trust reserve

(2,246,517)

-

-

(2,246,517)

 

6,866,237

-

(3,138,294)

3,727,943

 

Company

 

Share capital

1,274,756

-

-

1,274,756

 

Share premium

9,345,342

-

-

9,345,342

 

Retained earnings

(11,565,650)

-

(4,700,036)

(16,265,686)

 

Capital redemption reserve

49,998

-

-

49,998

 

Capital reserve

8,524,435

-

-

8,524,435

 

Share compensation reserve

403,135

-

-

403,135

 

8,032,016

-

(4,700,036)

3,331,980

 

Unaudited Consolidated Statement of Cash Flows

Year ended 31 March 2014

Notes

Restated

31 March 2014

31 March 2013

Operating activities

£

£

Operating (loss) / profit

(2,314,019)

(3,070,568)

Provision for depreciation of non-current assets

31,086

 

82,857

Profit from disposal of non-current assets

-

(735)

Provision for impairment of goodwill

924,918

 

356,525

(1,358,015)

(2,631,921)

Movement in working capital

Decrease in receivables

1,032,871

602,254

(Decrease) / increase in payables

(819,814)

277,064

Decrease in financial assets

503,440

1,659,739

716,497

2,539,057

Operating cash flow

(641,518)

(92,864)

Investing activities

Expenditure on tangible non-current assets

(6,442)

(64,994)

Fixed asset disposals

-

28,445

Interest received

2,400

19,268

Cash flow from investing activities

(4,042)

(17,281)

Financing

Equity

250,000

-

Loans repaid

(38)

166,825

Interest paid

(21,919)

(86,994)

Cash flow from financing activities

228,043

79,831

Cash and cash equivalents at 1 April 2013

645,070

675,384

Cash and cash equivalents at 31 March 2014

227,553

645,070

Decrease in cash and cash equivalents

(417,517)

(30,314)

 

 

EXTRACT FROM NOTES TO THE FINANCIAL STATEMENTS

Accounting policies

General information

Daniel Stewart Securities Plc is a company incorporated and domiciled in the United Kingdom and is the ultimate parent company of the group. The group's principal activities are the provision of financial advice to companies and trading in financial instruments.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the group operates.

Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs as adopted and endorsed by the EU), IFRS IC Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared on the historical cost basis as modified by the valuation of certain financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss, as described below. The principal accounting policies adopted are set out below.

Basis of preparation

The group has taken advantage of the exemption in section 408 of the Companies Act 2006 from publishing the parent's own statement of comprehensive income.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries) made up to 31 March each year. Control is achieved where the company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

No income statement is presented for the company as provided by the Companies Act 2006.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Financial risk management objectives and policies

The group's principal financial assets are cash and cash equivalents, trade and other loans and receivables and investments. The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial position are net of allowances for impairment of receivables. The group's principal financial liabilities are in respect of loans, trade payables, taxation and leases.

The same accounting policies, presentation and methods of computation are followed in these financial statements as applied in the Group's financial statements for the year ended 31 March 2013.

New and amended standards effective in this financial year

Amendment to IAS 12,'Income taxes' on deferred tax (effective 1 January 2012) (endorsed 1 January 2013)

Amendment to IAS 1,'Presentation of financial statements' on OCI (effective 1 July 2012)

IFRS 13, 'Fair value measurement' (effective 1 January 2013)

IAS 19 (revised 2011) 'Employee benefits' (effective 1 January 2013)

Amendment to IFRS 1 on hyperinflation and fixed dates (effective 1 July 2011) (endorsed 1 January 2013)

Amendment to IFRS 1,'First time adoption' on government grants (effective 1 January 2013)

Amendments to IFRS 7 on Financial instruments asset and liability offsetting (effective 1 January 2013)

Annual improvements 2011 (effective 1 January 2013)

IFRIC 20 'Stripping costs in the production phase of a surface mine' (effective 1 January 2013)

Going Concern

The Group has again experienced losses in the year which inevitably have put pressure on the finances of the Group, to which senior management have reacted accordingly.

The group's activities, together with the factors likely to affect its future development and performance, the financial position of the group, its cash flows and liquidity position have been considered by the directors, taking account of the current market conditions which in the opinion of the directors demonstrate that the company shall be able to continue to operate within its own resources.

The forecasts used for this exercise are based on various assumptions regarding expected levels of income and cost. It is further assumed that new-equity of approximately £1,400,000 will be introduced before publication of the full financial statements. Transaction related income is based, with reasonable expectation, on the mandated or identified potential customers in the pipeline, and seasonal historic expectation. Retainer income is projected at the current mandated level with no growth assumed in the year ended 31 March 2015. Income projections have been stress tested, taking into account the failure of specific identified transactions. One or more of these failures may have an impact on the Group's ability to continue as a going concern without recourse to additional external finance. Senior management are monitoring progress of these significant transactions daily and are actively pursuing further transactions in addition to those included in the forecast.

In September 2012 the Group restructured removing approximately £1million per annum from its cost base. These benefits have been fully reflected in the year ended 31 March 2015. The Group has assumed a moderate increase in the cost base for the foreseeable future. Not-withstanding the above, the Group is expected to maintain acceptable cash and regulatory capital levels for the foreseeable future.

As a result the directors believe that the group will be able to manage its business risks successfully, and that the group has adequate resources to continue in operational existence for the foreseeable future. The directors consider it appropriate to adopt the going concern basis in preparing the Annual Report and Financial statements, although they consider that the conditions described above indicate the existence of a material uncertainty which may cast doubt about the group's and company's abilities to continue as a going concern.

Financial instruments

The group classifies its financial assets and financial liabilities in the following categories: financial assets and financial liabilities at fair value through profit or loss; receivables; held-to-maturity investments and other financial liabilities.

Management determines the classification of its investments at initial recognition. A financial asset or financial liability is measured initially at fair value plus transaction costs that are directly attributable to its acquisition or issue.

Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment. A provision for impairment of trade receivables is established when there is evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter an insolvency arrangement or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flow. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income within administrative costs. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administrative costs' in the statement of comprehensive income.

Financial assets at fair value through profit or loss ("FVTPL")

Financial assets are classified as at FVTPL.

FVTPL assets represent investment securities. These investments comprise both long and short positions and are initially measured at fair value excluding transaction costs. Subsequently and at each reporting date, these investments are measured at their fair values, with the resultant gains and losses arising from changes in fair value being taken to the income statement. FVTPL include securities and options over securities which have been received as consideration for corporate finance services rendered.

Financial assets are classified as financial assets at FVTPL where the Group acquires the financial asset principally for the purpose of selling in the near term, the financial asset is a part of an identified portfolio of financial instruments that the Group manages together and has a recent actual pattern of short-term profit taking. Financial assets at fair value through profit or loss are stated at fair value, with any resulting gain or loss recognised in the income statement. The net gain or loss recognised in the income statement incorporates any dividend or interest earned on the financial asset.

It is the Group's policy to recognise investments held in unlisted companies as non-current assets, due to their illiquid nature. They have been designated FVTPL because they are managed and evaluated on a fair value basis and information on the assets fair value is provided to the board in the management financial statements.

Options and warrants held are valued using the Black-Scholes model.

Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill or intangible assets not ready for use, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

Trade and other payables

Trade and other payables are initially measured at fair value and subsequently held at amortised cost. At each reporting date, these trade payables are measured at amortised cost using the effective interest rate method. It is the group's policy to remit in respect of trade payables in the month following invoice.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

 

Derecognition

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or where the group has transferred substantially all risks and rewards of ownership. Any interest in transferred financial assets that qualify for derecognition that is created or retained by the company is recognised as a separate asset or liability in the statement of financial position. In transactions in which the group neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and it retains control over the asset, the group continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset.

There have not been any instances where assets have only been partially derecognised.

The group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

Amortised cost measurement

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition, minus principal payments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment.

Fair value measurement

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction on the measurement date. The fair value of assets and liabilities traded in active markets are based on current bids and offer prices respectively. If the market is not active the group establishes a fair value by using appropriate valuation techniques. These include the use of recent arm's length transactions, valuation models and reference to other instruments that are substantially the same for which market observable prices exist.

Foreign currencies

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are reported at the rates of exchange prevailing at that date.

Gains and losses arising during the year on transactions denominated in foreign currencies are treated as normal items of income and expenditure in the statement of comprehensive income.

Investments in subsidiary undertakings

Investments in subsidiary undertakings are stated at cost, less any provision for a reduction in value.

Operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the year of the lease.

Finance leases

Assets held under finance leases are capitalised at their initial cost and the corresponding leasing obligations are shown as liabilities. The Group currently holds no assets under finance lease arrangements.

Property, plant and equipment

Plant and equipment are stated at cost, net of depreciation and any provision for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use

Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its estimated useful life as follows:

Leasehold improvements: Five years

Items within plant and equipment:

Computer equipment and software: Four years

Depreciation is provided at a rate of 25% on a reducing balance value basis on office equipment and furniture.

The carrying values of plant and equipment are subject to depreciation, and an annual review of residual values and useful lives, any impairment is charged to the statement of comprehensive income.

Goodwill

Goodwill has been calculated as the excess of the fair value paid on acquisition, plus associated costs over the fair value of the net assets of the company acquired. Goodwill is reviewed at least annually, or when events or changes in economic circumstances indicate that impairment has taken place. Any impairment is recognised in the statement of comprehensive income. Such impairment is permanent, as it is not permitted to be reversed in future years.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profits differ from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the years in which timing differences reverse, based on tax rates and laws enacted or substantively enactive at the balance sheet date.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

Revenue includes fees for corporate finance advisory services, which are taken to the statement of comprehensive income when the services are performed. The group's entitlement to transaction based fees occurs when the transaction becomes unconditional. Revenue also comprises profits on dealing operations, being gains less losses on shares, arrived at after taking into account attributable dividends and directly related interest, together with commission income receivable, which is recorded on trade date when earned, and retainer fees which are recorded in the year earned.

Revenue from equity trading is recognised through the marking to market on financial instruments and recognition of profit or loss when disposal of an asset takes place.

Movements in value of financial assets are recognised in revenue, a more detailed description of this accounting policy is reported in note 4 to these financial statements.

Interest income is recognised at the effective interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

 

Share-based payments

The group has applied the requirements of IFRS 2 Share based payment. The group issues equity-settled share based payments to certain employees and others. Equity-settled share based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the date of grant of the equity-settled share based payments is expensed on a straight-line basis over the vesting year, based on the group's estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.

The accumulative effect of these transactions is reflected in the share compensation reserve and employee benefit trust reserve.

Pensions

The group operates a contributory money purchase pension scheme. Contributions payable for the year are charged in the Statement of Comprehensive Income. The group has no further payment obligations once the contributions have been paid

General information

The group is regulated by the FCA and is required to follow the capital adequacy requirements of this regulator. The group recognises credit, operational and financial risk in this calculation and reports upon this to the regulator quarterly.

Critical accounting judgement and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances, the results of which form the basis of judgements about carrying values of assets and liabilities. Actual results may differ from those amounts.

Valuation of investments

Trading investments include options over securities which have been received as consideration for corporate finance services rendered. These assets have been valued according to bid price where applicable, less a specific provision in respect of share options which are either still to be exercised or have not been pre-sold through a contract for difference.

Where no market data is available, unquoted equities are valued with reference to the most recent relevant corporate action. At 31 March 2014 there was one private company investment which was measured at the subsequent sales proceeds.

Bad debt policy

The group regularly reviews all outstanding balances and provides where there is evidence of impairment for amounts it considers irrecoverable. The assessment of bad debt is made with reference to advice from a third party debt collector where debts have proven irrecoverable from internal procedures. There is no attempt to make partial provisions unless negotiations with the debtor have resulted in a refund of previously reported fees.

Goodwill

Carrying value of goodwill with indefinite lives is reviewed for impairment annually or more frequently if there are indicators of a fall in value below carrying amount. This requires an estimation of value in use of the cash generating unit to which the goodwill is allocated. Identifying the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Expectations about future cash flows will vary between years. Changes in market conditions and expected cash flows may cause impairments in the future. The major assumptions which have an impact on present value of projected cash flows are the discount rate, and the growth rate. More detail of these calculations is found in note 12 to the financial statements.

Business and Geographical revenue streams

The directors consider that the business comprises one segment under IFRS8, and do not analyse profit by business unit. The following information is provided by revenue stream and geography.

Trading Revenue

The majority of trading revenue derives from the UK; the location of the provision of the service is the basis for attributing revenues geographically

 

Transaction Revenue

This revenue derives from the placing of new shares and associated corporate advisory fees.

Retainer Revenue

This revenue derives from recurring advisory fees, predominately from our appointment as AIM nomad and broker.

Secondary Commission

This revenue derives from client share trading in existing shares.

Business and Geographical revenue streams

Year ended

Year ended

31 March 2014

31 March 2013

By Revenue stream

£

£

Transaction

2,281,601

2,792,444

Retainer

1,160,755

1,682,328

Secondary commission

860,954

724,000

4,303,310

5,198,772

By Geographical region

UK

4,046,409

4,782,469

Middle East

34,721

50,109

America

-

17,759

Far East

222,180

348,435

4,303,310

5,198,772

 

The costs of the group are predominantly of a fixed nature, therefore any allocation of these costs on a geographical or activity basis would involve utilisation of arbitrary proportions. The management consider that this exercise would not enhance the disclosure above.

Goodwill

The cost of goodwill has been utilised in assessing the current value. The discount rate and growth rates applied to the valuation at 31 March 2014 are the same as those applied at 31 March 2013. The budget is prepared with reference to one Cash Generating Unit and accordingly Goodwill is attributable to a single Cash Generating Unit. Revenue projections within the group budgets are renewed regularly, the last version having been approved by the board in July 2014. Revenue is based upon contracted transactions and known transactions (un-contracted to date), the amount of unidentified revenue within this budget for the year ended 31 march 2015 is £460,000 this approach is consistent with previous years.

Goodwill of £1,731,532 arose from the acquisition of Daniel Stewart & Co plc in 2002 and additional goodwill of £960,406 arose from the acquisition of Mena in July 2010. As a result of the merger of these two operations, the directors now consider that the total goodwill of £2,691,951 relates to a single cash generating unit (CGU) -"Daniel Stewart Core Business". Impairment of Goodwill has been reviewed with reference to value in use reflecting a discounted cash flow model based upon the Group's budget, which runs for three years as well as the fair value, less costs to sell, of the CGU. The market value of the Group provides relevant information in this regard. The cash flows underpinning the value in use assessment have been projected for a further two years with a growth rate of 1% per annum, and a discount rate of 12.5%. No Growth rate is applied after the budgeted year. These assumptions are based upon recognised financial modelling rates applied in valuing similar businesses. Further review of costs relating to the establishment of a Licensed Corporate Finance house has also been undergone in respect of the goodwill deriving from the acquisition of Daniel Stewart & Co plc and the share price of Daniel Stewart Securities plc. The most sensitive area is the initial revenue projection, which contains retainer income, which is subject to contract. Revenue projections are below those estimated in earlier years due to the continued adverse market conditions. The directors have determined the carrying value based on the higher of the two bases, this being the fair value less costs to sell. The fair value has been assessed with reference to the market value of shares in the Group, which are considered to be level one under the IFRS 13 hierarchy.

31 March 2014

31 March 2013

£

£

Cost at 1 April 2013 and 31 March 2014

2,691,951

2,691,951

Accumulated provision for Impairment at 1 April 2013

(356,525)

-

Provided in the year

(924,918)

(356,525)

(1,281,443)

(356,525)

Net book value as at 31 March 2013

2,335,413

2,691,951

Net book value as at 31 March 2014

1,410,535

2,335,413

 

On 8 July 2010 Daniel Stewart Securities plc acquired 100% of the share capital of Mena RL FZC and MRL Holdings Limited at a cost of £990,193 which was made up from £375,000 cash, 25,000,000 in shares of Daniel Stewart Securities plc which have been valued at the prevailing market price of 2p when issued, and a write off of cash advanced to Mena by Daniel Stewart of £115,193. The companies were acquired in order for the group to exploit opportunities in the middle and far east; these were presented in the form of the contact list held by the acquired companies, of companies in that geographic area that were seeking listings on AIM. Mena and MRL were unable to offer the relevant services due to regulatory requirements which Daniel Stewart were able to offer. The Fair value of the net assets of the companies on the acquisition date were £29,787 of which £32,398 was Tangible non-current assets, £14,419 loans receivable and £3,466 cash and cash equivalents. Accounts payable amounted to £20,496. The fair value of the loans receivable is not significantly different from the contractual amounts receivable.

Management have taken account of the key assumptions of growth and discount rate made in the discounted cash-flow.

 

 

Related party transactions

Daniel Stewart Securities plc holds 100% of the issued share capital of Daniel Stewart & Co plc

Daniel Stewart & Co plc received £20,715 in fees from Private & Commercial Finance Group Plc during the year. Peter Shea, a director of Daniel Stewart & Co plc resigned as a non-executive director of Private and Commercial Finance Plc on 30 June 2013.

In the year ended 31 March 2014, Adam Richard Wilson, a major shareholder of Daniel Stewart Securities plc has been paid £281,667 by Daniel Stewart & Co plc in respect of his consultancy agreement with Daniel Stewart Securities plc. At 31 March 2014 £22,500 had been paid in advance to Adam Richard Wilson in respect of this agreement

During the year Daniel Stewart & Co plc paid £7,525 in respect of health insurance for Stuart Lucas who is a director of Daniel Stewart Securities plc, the parent company.

During the year Daniel Stewart & Co plc paid £4,494 in respect of life and health insurance for Adam Wilson who is a significant shareholder in Daniel Stewart Securities plc, the parent company.

Peter Shea and Adam Wilson are shareholders in The Confederacy Limited. Peter Shea is a director of this company.

Stuart Lucas is a director and shareholder is Asset Match Limited, during the year Daniel Stewart & Co plc paid £58,239 commission to Asset Match.

All amounts due have been settled in cash.

Peter Shea has provided £10,000 personal guarantee in respect of credit cards from Adam & Co bank.

In December 2005 the Daniel Stewart Securities plc Employee Benefit Trust advanced £250,000 to Peter Shea in the form of a 30 year, interest free loan. This amount is reflected as due to the group in these financial statements.

Rockridge Investments SA a major shareholder of Daniel Stewart Securities plc has advanced £225,000 (2013: £225,000) to the company in the form of an unsecured convertible loan, interest is chargeable at 8%.

Daniel Stewart Securities Plc, the parent company, manages the bulk of the group's cash in order to carry out treasury. From time to time cash will be transferred between group companies in order to meet the normal operating obligations of the subsidiary companies. In the year ending 31 March 2014, Daniel Stewart Securities plc received £1,180,145 (2013: Paid £1,180,145) from Daniel Stewart & Co plc.

There has been no management charge from Daniel Stewart & Co plc to Daniel Stewart Securities plc in the year (2013: £100,000).

Key management compensation

Key managers have been identified as the executive management teams of the group.

Staff costs comprise

31 March 2014

31 March 2013

Salaries and short term benefits

274,177

232,125

Pension contributions

6118

10,992

248,474

243,117

Pension benefits relate to a defined contribution scheme, life assurance and medical insurance cease when employment ceases. There are no contractual provisions for post-termination benefits, accordingly statutory requirements apply. Options granted to key managements are disclosed in the directors' report.

Prior year adjustments

The financial statements include a prior year adjustment in respect of the Group's Employee Benefit Trusts. These entities are being consolidated into the Group's financial position. The revaluation reserve, as previously stated, has been written off to the accumulated deficit. Cash deposits held by third-parties in segregated clients bank accounts previously stated as Cash and Cash equivalents have been restated as accounts receivable.

Enquiries:

DANIEL STEWART SECURITIES PLC Tel: 020 7776 6550

Peter Shea

 

WESTHOUSE SECURITIES Tel: 020 7601 6100

Richard Johnson / Martin Davison

About Daniel Stewart

 

Daniel Stewart Securities is an AIM-quoted company providing a range of investment banking services to Small and Mid-Cap publicly traded and non-publicly traded companies. The Group has two trading subsidiaries, Daniel Stewart & Company plc, the Group's principal operating subsidiary, which is authorised and regulated by the Financial Conduct Authority and is a member of the London Stock Exchange, and Daniel Stewart Leasing Limited, the Group's leasing and debt financing division.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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