t
| Date | 7 Mar 2024 |
| Time | 07:00:08 |
| Category | Results |
| ID | 9055F |
7 March 2024
BROOKS MACDONALD GROUP PLC
HALF-YEAR RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2023
"Six months of strategic progress resulting in an 18% increase in underlying profit before tax"
Brooks Macdonald Group plc ("Brooks Macdonald" or the "Group") today announces its half-year results for the six months ended 31 December 2023.
Andrew Shepherd, CEO, commented:
"I am pleased to report that demand for our products and services remains strong across our Group with £1.2 billion of gross inflows during the period. This rounds out a solid half year in which revenue growth and a focus on cost control delivered an improved underlying profit margin of 26.9%.
"During the last six months our priority has been to help our clients and advisers navigate the challenging markets that the wealth management industry has continued to face. The need for trusted advice and robust long-term investment management remains as strong as ever. As a management team, we have been proactive in adapting our business to the current environment, resulting in a Group that is in a stronger operational position, well-placed to take advantage of the opportunity ahead.
"These results are a testament to the expertise and hard work of our people and our collective drive to deliver long-term sustainable results. Although the short-term macroeconomic outlook remains uncertain, we have confidence in our growth strategy and our ability to keep delivering for all our stakeholders."
Solid financial performance with continued organic growth
· Total Funds under Management ("FUM") grew to a record £17.6 billion, up 4.3% over the half year (30 June 2023: £16.8 billion);
· Funds under Management or Advice ("FUM/A") with Private Clients reached £5.2 billion, with £4.4 billion relating to portfolios within the Group's investment management and £0.8 billion to portfolios with third party investment managers;
· Investment performance was 5.3% for the half year, in line with the MSCI PIMFA balanced index, which was up 5.6%, offsetting net outflows in the period of £0.2 billion or 1% of opening FUM;
· Revenue increased by 8.0% to £63.6 million (H1 FY23: £58.9 million) driven by higher financial planning revenue, following the acquisitions in the prior period, and transactional and net interest income;
· Underlying costs increased by 4.7% in line with guidance and primarily due to the full period impact of the acquisitions made in the prior period and cost inflation. The benefits from the organisational changes implemented in December will be realised in the second half;
· Underlying profit before tax was £17.1 million, up from £14.5 million in the same period last year, with the underlying profit margin increasing to 26.9% (H1 FY23: 24.6%), consistent with the Group's commitment to achieving a top quartile underlying profit margin;
· The performance of our International operations is behind plan and in the interests of achieving the best return for shareholders, we have commenced a strategic review of the business. In addition, the Group has recognised an £11.6 million one-off, non-cash impairment charge on the goodwill associated with the International business acquired in 2012. This has led to a statutory loss before tax of £0.8 million at the Group level, compared with a profit of £9.8 million in H1 FY23. The impairment charge does not impact cash nor regulatory capital, and has not limited the Group's ability to distribute capital to shareholders in accordance with our progressive dividend policy;
· The Group has declared an interim dividend of 29.0p (H1 FY23: 28.0p), in line with its progressive dividend policy. This reflects our strong capital position and the Board's continuing confidence in the Group's prospects.
Strategic progress
Organisational development
· The Group implemented organisational changes, reducing headcount by c. 10%, which will result in an annual cost saving of c. £4 million, designed to strengthen the business operationally and best deliver on the strategy to drive growth;
· The Group is increasingly focusing its client-facing activities around its distribution channels, with distinct propositions and sales strategies that meet the different needs of advisers and private clients, to build stronger relationships and provide exceptional service.
Ongoing digital transformation
· In the period, the Group completed the first phase of the implementation of its new client relationship management system, focussed on advisers, with the second phase focused on intermediated and private clients to commence shortly;
· The Group has embedded outsourced adviser- and client-facing processes and systems, aiming to deliver best-in-class experience;
· In financial planning, the Group implemented advice software across the UK business to provide consistently strong client service.
Outlook
· The outlook for underlying profit for the year remains in line with market expectations;
· We expect continued momentum in gross inflows, primarily driven by Platform MPS and BMIS. However, the Group continues to see an elevated level of outflows given prevailing macroeconomic conditions, and we now expect net outflows for the full year at the Group level;
· Cost benefits of the organisational changes announced in October 2023 will be realised from the second half;
|
Financial highlights: |
H1 FY24 |
H1 FY23 |
FY23 |
|
|
|
|
|
|
Underlying1 profit before tax (£m) |
17.1 |
14.5 |
30.3 |
|
Underlying1 profit margin before tax (%) |
26.9 |
24.6 |
24.5 |
|
Statutory (loss) 2/profit before tax (£m) |
(0.8) |
9.8 |
22.2 |
|
Statutory (loss) 2/profit margin before tax (%) |
(1.3) |
16.6 |
17.9 |
|
Underlying1 diluted earnings per share (p) |
80.4 |
72.5 |
151.0 |
|
Statutory diluted (loss)/earnings per share (p) |
(21.1) |
50.6 |
112.6 |
|
Interim (FY23 - final) dividend per share (p) |
29.0 |
28.0 |
75.0 |
|
Business highlights: |
H1 FY24 |
H1 FY23 |
FY23 |
|
|
|
|
|
|
FUM (£bn) |
17.6 |
16.2 |
16.8 |
|
Revenue (£m) |
63.6 |
58.9 |
123.8 |
|
Total net assets (£m) |
147.6 |
151.1 |
157.3 |
|
Cash balances (£m) |
59.0 |
37.6 |
53.4 |
|
Revenue by segment: |
H1 FY24 |
H1 FY23 |
FY23 |
|
|
|
|
|
|
UK Investment Management (£m) |
54.2 |
48.8 |
103.5 |
|
International (£m) |
9.4 |
10.1 |
20.3 |
|
Financial calendar: |
|
||
|
|
|
||
|
Ex-dividend date for interim dividend |
14 March 2024 |
||
|
Record date for interim dividend |
15 March 2024 |
||
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Interim dividend payment date |
16 April 2024 |
||
1The underlying figures represent the results for the Group's activities excluding underlying adjustments as listed in the Interim management report. The Board considers the underlying profit to be an appropriate reflection of the Group's performance compared to statutory profit. A reconciliation between the Group's statutory and underlying profit before tax is also included in the Interim management report.
2The statutory loss is after accounting for statutory profit adjustments, including a one-off goodwill impairment of £11.6 million in association with the International business.
Conference call and investor presentation details
There will be a video presentation followed by a Q&A session for analysts and investors at 9:30 a.m. today via webcast and conference call.
For conference call details please contact FTI Consulting on +44 (0) 07976 870961 or [email protected]. The video presentation can be accessed on the Investor Relations section of Brooks Macdonald's website using the following link:
https://www.brooksmacdonald.com/investor-relations
Presentation slides will be available from 7.30 a.m. today on the Investor Relations site.
Enquiries to:
|
Notes to editors
Brooks Macdonald Group plc, through its various subsidiaries, provides leading wealth management services in the UK and internationally. The Group, which was founded in 1991 and began trading on AIM in 2005, had discretionary Funds under Management of £17.6 billion as at 31 December 2023.
Brooks Macdonald offers outsourced discretionary investment management for intermediaries and advice-led integrated wealth management for private clients. The Group also acts as fund manager to a range of onshore and international funds.
The Group has fourteen offices across the UK and Crown Dependencies including London, Birmingham, East Anglia, Exeter, Leeds, Manchester, Nuneaton, Southampton, Tunbridge Wells, Scotland, Wales, Jersey, Guernsey and Isle of Man.
LEI: 213800WRDF8LB8MIEX37
www.brooksmacdonald.com / @BrooksMacdonald
Interim management report
Solid financial performance in H1
The six months ended 31 December 2023 saw solid performance amid challenging markets, with positive investment returns contributing to growth in Funds under Management ("FUM") of 4.3%, which reached a record £17.6 billion (30 June 2023: £16.8 billion). Despite weak industry flows, we delivered good growth in BM Investment Solutions ("BMIS"), our Platform Managed Portfolio Service ("PMPS") and the specialist offerings in our Bespoke Portfolio Service ("BPS"), especially in our Decumulation Service.
Total Group revenue increased by 8.0% to £63.6 million (H1 FY23: £58.9 million), driven by an increase in transactional and interest income, and a greater contribution from financial planning revenue following the acquisitions in the prior period. Total underlying costs were up 4.7% to £46.5 million (H1 FY23: £44.4 million), reflecting strong cost discipline in an inflationary environment. Together, this resulted in a significant increase to underlying profit before tax, of 17.9% to £17.1 million (H1 FY23: £14.5 million), and to underlying profit margin of 2.3 percentage points to 26.9% (H1 FY23: 24.6%), reflecting our commitment and progress to achieving a top quartile underlying profit margin. Similarly, underlying basic EPS was up 9.7% to 81.6p (H1 FY23: 74.4p).
The performance of our International operations is behind plan and in the interests of achieving the best return for shareholders, we have commenced a strategic review of the business. In addition, the Group has recognised an £11.6 million one-off, non-cash impairment charge on the goodwill associated with this business. This has contributed to a Group statutory loss before tax of £0.8 million - excluding this impairment, the Group would have recognised a statutory profit before tax of £10.8 million (H1 FY23: £9.8 million). The impairment charge does not impact cash, nor regulatory capital, and has not limited the Group's ability to distribute capital to shareholders in accordance with our progressive dividend policy.
The Group is declaring an interim dividend of 29.0p per share, up from the 28.0p interim dividend paid last year, in line with the solid underlying results for the period and the Board's continuing confidence in the Group's prospects.
Strategy to enable growth
Recent markets have been more difficult to navigate but our key strengths, which include a client-centric culture, strong adviser relationships, robust Centralised Investment Process and a commitment to service and operational excellence, mean that the value we provide our key stakeholders remains strong.
We have a clear strategy which will increase the value we create for all stakeholders. We are focused on three key value drivers to achieve this strategy:
• Market-leading organic growth;
• Service and operational excellence; and
• Selective high-quality acquisitions.
Our medium-term ambition is to achieve the following targets: to deliver 8-10% net flows, to achieve top quartile underlying profit margin and to become a Top 5 wealth manager in the UK.
Market-leading organic growth
In the first half of our financial year, we continued to see elevated industry outflows. However, client demand was strong and we continued to attract funds, with Group gross inflows of £1.2 billion, up 1% on the same period last year. Approximately half of these inflows were in our MPS Platform service. Increased outflows of £1.3 billion, reflecting trends seen in the broader market, led to overall modest net outflows of less than £0.2 billion in the period. This was more than offset by positive investment performance of £0.9 billion, leading to a 4.3% increase in FUM to a record level of £17.6 billion.
Our UK Investment Management ("UKIM") discretionary business achieved slightly positive net inflows, as growth in Managed Portfolio Service ("MPS") more than offset outflows in BPS. Positive investment returns led to an increase in UKIM discretionary FUM of 5.6% to £13.7 billion.
We continued to see a positive growth trajectory in our BMIS and PMPS, which saw annualised net flows of 13.5% and 16.3%, respectively. We also delivered good progress in the specialised variants of our BPS, including the Decumulation Service, where annualised net flows were 10.9%, and our recently launched gilts offering ended the 2023 calendar year with FUM of £0.2 billion.
FUM in the UKIM Funds business remained broadly flat in the period at £1.7 billion, with investment returns offsetting net outflows, which were in line with experience across the industry.
Similarly, in International, the FUM held at £2.2 billion in the six-month period, with moderate net outflows being offset by investment performance.
Markets improved towards the end of 2023 and Brooks Macdonald investment performance gained 5.3%, broadly in line with the PIMFA Balanced index. Our Centralised Investment Process ("CIP") continues to achieve strong risk adjusted returns for clients.
Service and operational excellence
During the period we have continued to progress our technology enhancements to provide best-in-class client and adviser service. In doing so, we are committed to driving further growth across the business. We have implemented phase one of our new client relationship management system, which replaces multiple legacy systems and is focused on improving service for clients and advisers. We will shortly be implementing the second phase, which is aimed at our private clients. We have also introduced new software in our financial planning business to improve client service levels and ensure we provide a consistent service.
We have embedded outsourced systems and processes into the business and are positioned to deliver full efficiency benefits as the business grows and utilises the operational gearing, and ultimately deliver best-in-class client and intermediary experience. Our clients are now benefitting from automated onboarding, improved intermediary and client portal functionality and bespoke reporting across our business.
We recognise that there is always more to be done and the Group will continue to drive forward its digital transformation.
As our business grows, we are committed to giving more tailored focus to our distinct client groups, recognising the differences between our intermediated and private client bases. This includes different propositions and sales strategies across our distribution channels. Our integrated wealth management proposition for private clients continues to increase in importance, whilst our adviser-led outsourced investment management retains popularity for its scalability and cost-effectiveness for advisers and their clients. Both are positioned well for growth.
We see significant opportunity across our Group and distribution; we see opportunities to build relationships with more intermediaries and to extend our relationships with our current intermediaries, as well as growing our wealth business. As at 31 December, the Group had £5.2 billion Funds under Management or Advice ("FUM/A") with Private Clients, with £4.4 billion relating to portfolios within the Group's investment management and £0.8 billion to portfolios with third-party investment managers. The £0.8 billion Assets Under Advice held with third-party investment managers is not included in the £17.6 billion FUM as at 31 December 2023.
Selective high-quality acquisitions
Acquisitions continue to form an important part of our strategy and are indeed necessary to achieve our ambitious medium-term target of becoming a Top 5 wealth manager in the UK. As previously disclosed, we have four strict criteria for acquisitions: (i) the target must be a good business in its own right; (ii) there must be clear strategic logic to the combination; (iii) it must be a good cultural fit with Brooks Macdonald; and (iv) the economics of the transaction must be compelling.
During the last six months, while reviewing potential targets, we did not find an opportunity that met these criteria, however, we continue to see a steady pipeline of potential acquisitions. It is now just over a year since the acquisitions of Integrity Wealth Solutions and Adroit Financial Planning, announced at the end of 2022, which have both integrated well and helped to drive forward our Wealth business.
People
During the period, we were pleased to announce the appointment of Maarten Slendebroek as Chairman, subject to regulatory approval. Maarten has extensive experience in financial services, including as CEO of Jupiter for five years from February 2014 and as Chair of the Supervisory Board of Robeco since August 2020. Maarten succeeds Richard Price, who intends to step down from the Board once Maarten receives regulatory approval. Richard has served the Board of Brooks Macdonald for just over nine years in the roles of Chair of the Audit Committee, Senior Independent Director and, most recently, Acting Chairman, and we thank him for his significant contribution.
Ed Park, Chief Investment Officer ("CIO"), decided to leave Brooks Macdonald at the end of last year and we thank him for his commitment to the business and wish him well for the future. In response to his departure, we announced some changes to our Investment Committee and we are delighted to say that Philip Glaze has agreed to take over as external Chair of this Committee. Michael Toolan, Senior Portfolio Director, and Richard Larner, Head of Research, have been promoted to newly created roles as Co-CIOs. Together they will enhance the coordination and oversight of the Group's already rigorous investment process. These promotions underline our commitment to continuity and underscore the talent that we have in Brooks Macdonald.
We also completed the organisational changes that we communicated in October 2023, reducing the number of roles in the Group by around 10%. This will make the Group stronger with the resulting efficiencies increasing our competitiveness. As ever, we remain focused on delivering high-quality service to our clients and intermediaries.
Regulation
At the end of July 2023, the FCA's new Consumer Duty rules came into effect and we welcomed the Consumer Principle that requires firms to act to deliver good outcomes for retail customers. Our processes and client-centric culture and guiding principles are proving well-aligned to the new requirements and we recently became an Affiliate Member of the Consumer Duty Alliance, demonstrating our commitment to achieving good outcomes for our clients.
The FCA has also addressed the treatment of interest earned on customers' cash balances. Clients do not generally, and are not encouraged to, invest with us to earn interest on cash. Rather, our investment managers hold cash primarily so it is available for investment or withdrawals, and so cash balances in portfolios are typically low, currently at approximately 2%, in line with the Group's asset allocation guidelines. As part of our commitment to provide value to our clients, we have increased the amount of interest that we pay on cash balances in client portfolios. Instead of cash, we can offer our Gilts BPS, which meets client demand for their portfolios to take advantage of higher interest rates while avoiding equity risk. We believe this process offers a good client outcome in line with Consumer Duty.
Outlook
The outlook for profit for the year remains in line with market expectations. We expect continued momentum in gross inflows, primarily driven by Platform MPS and BMIS. However, the Group continues to see an elevated level of outflows given prevailing macroeconomic conditions and we now expect net outflows for the full year at the Group level. The fundamental opportunity for the Group remains as strong as it has ever been and we are confident in our long-term prospects building on our ambitious organic and inorganic growth strategy.
Review of the results for the period
The Group delivered a solid set of results for the first half of the financial year, with a strong underlying profit margin of 26.9%, against the continuing challenging macroeconomic environment. Net outflows in the period were offset by positive investment performance, leading to a record closing FUM of £17.6 billion. Revenue increased by 8.0% on the prior period, and underlying profit was up 17.9% to £17.1 million. On a statutory basis, the Group incurred a small loss before tax of £0.8 million after recognising a goodwill impairment charge at 31 December 2023 of £11.6 million. This is treated as a statutory adjustment and excluded from underlying earnings in view of its non-recurring and non-cash nature.
The table below shows the Group's financial performance for the six months ended 31 December 2023 with the comparative period and provides a reconciliation between the underlying results, which the Board considers to be an appropriate reflection of the Group's underlying performance, and the statutory results. Underlying profit represents an Alternative Performance Measure ("APM") for the Group. Refer to the Non-IFRS financial information section for a glossary of the Group's APMs, their definition, and the criteria for how underlying adjustments are considered.
Table 1 - Group financial results summary
|
|
Six months to 31 Dec 2023 £m |
Six months to 31 Dec 2022 £m |
12 months to 30 Jun 2023 £m |
|
Revenue |
63.6 |
58.9 |
123.8 |
|
|
|
|
|
|
Fixed staff costs |
(23.2) |
(21.5) |
(45.2) |
|
Variable staff costs |
(5.7) |
(4.3) |
(10.9) |
|
Total staff costs |
(28.9) |
(25.8) |
(56.1) |
|
|
|
|
|
|
Non-staff costs |
(19.1) |
(18.8) |
(37.8) |
|
FSCS levy |
- |
- |
(0.5) |
|
Total non-staff costs |
(19.1) |
(18.8) |
(38.3) |
|
|
|
|
|
|
Net finance income |
1.5 |
0.2 |
0.9 |
|
|
|
|
|
|
Total underlying costs |
(46.5) |
(44.4) |
(93.5) |
|
|
|
|
|
|
Underlying profit before tax |
17.1 |
14.5 |
30.3 |
|
|
|
|
|
|
Underlying adjustments |
(17.9) |
(4.7) |
(8.1) |
|
|
|
|
|
|
Statutory (loss)/profit before tax |
(0.8) |
9.8 |
22.2 |
|
|
|
|
|
|
Taxation |
(2.6) |
(1.6) |
(4.1) |
|
|
|
|
|
|
Statutory (loss)/profit after tax |
(3.4) |
8.2 |
18.1 |
|
|
|
|
|
|
Underlying profit margin before tax |
26.9% |
24.6% |
24.5% |
|
Underlying basic earnings per share |
81.6p |
74.4p |
153.8p |
|
Underlying diluted earnings per share |
80.4p |
72.5p |
151.0p |
|
Statutory (loss)/profit margin before tax |
(1.3)% |
16.6% |
17.9% |
|
Statutory basic (loss)/earnings per share |
(21.1)p |
51.8p |
114.7p |
|
Statutory diluted (loss)/earnings per share |
(21.1)p |
50.6p |
112.6p |
|
Own Funds adequacy ratio |
295.9% |
267.8% |
328.1% |
|
Dividends per share |
29.0p |
28.0p |
75.0p |
Funds under management
The table below shows the opening and closing FUM position and the movements during the period broken down by segment and by our key services within UK Investment Management ("UKIM").
Table 2 - Movements in funds under management
|
|
Six months ended 31 December 2023 (£m) |
|
|
|
||||||||
|
|
Opening FUM 1 Jul 23 |
Organic net new business |
Total inv. perf. |
Closing FUM 31 Dec 23 |
Total organic net new business |
Total mvmt |
|
|||||
|
|
Q1 |
Q2 |
Total |
|
||||||||
|
BPS |
8,527 |
(98) |
(94) |
(192) |
477 |
8,812 |
(2.3)% |
3.3% |
|
|||
|
MPS Custody |
966 |
(14) |
(21) |
(35) |
39 |
970 |
(3.6)% |
0.4% |
|
|||
|
MPS Platform |
3,489 |
147 |
121 |
268 |
173 |
3,930 |
7.7% |
12.6% |
|
|||
|
MPS total |
4,455 |
133 |
100 |
233 |
212 |
4,900 |
5.2% |
10.0% |
|
|||
|
UKIM discretionary |
12,982 |
35 |
6 |
41 |
689 |
13,712 |
0.3% |
5.6% |
|
|||
|
Funds - DCF |
338 |
(26) |
(23) |
(49) |
18 |
307 |
(14.5)% |
(9.2)% |
|
|||
|
Funds - Other |
1,370 |
(52) |
(48) |
(100) |
75 |
1,345 |
(7.3)% |
(1.8)% |
|
|||
|
Funds total |
1,708 |
(78) |
(71) |
(149) |
93 |
1,652 |
(8.7)% |
(3.3)% |
|
|||
|
UKIM total |
14,690 |
(43) |
(65) |
(108) |
782 |
15,364 |
(0.7)% |
4.6% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
International |
2,157 |
(27) |
(33) |
(60) |
118 |
2,215 |
(2.8)% |
2.7% |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total |
16,847 |
(70) |
(98) |
(168) |
900 |
17,579 |
(1.0)% |
4.3% |
|
|||
|
|
|
|
||||||||||
|
Total investment performance |
|
5.3% |
||||||||||
|
MSCI PIMFA Private Investor Balanced Index1 |
|
5.6% |
||||||||||
1. Capital-only index.
During H1 FY24, FUM increased by £0.7 billion or 4.3%, to £17.6 billion at 31 December 2023 (31 December 2022: £16.2 billion; 30 June 2023: £16.8 billion). The Group has delivered robust gross inflows of £1.2 billion in the period, however, gross outflows were elevated, particularly in BPS and Funds, driven by the prevailing backdrop of market volatility and higher interest rates continuing to affect client behaviour, resulting in net outflows for the period of £0.2 billion.
Investment performance of 5.3% was broadly in line with the MSCI PIMFA Private Investor Balanced Index, up 5.6% over the same period, adding £0.9 billion to the closing FUM.
BPS experienced net outflows of £0.2 billion or 2.3% during the first six months of the financial year, as clients withdrew funds to repay debt or to hold higher cash balances. Within BPS, the recently launched gilts offering had closing FUM of £0.2 billion at the end of the period, meeting client demand for their portfolios to take advantage of higher interest rates, while avoiding equity risk.
Platform MPS, including the Group's B2B offering for financial advisers, BM Investment Solutions ("BMIS"), grew to £3.9 billion, an increase of 12.6%, with organic net flows contributing 7.7%.
Funds saw net outflows during the period, driven by the wider market conditions and in line with the trend observed across the sector.
International FUM grew moderately by 2.7% over the period with marginal net outflows offset by investment performance.
As at 31 December 2023, the Group had £5.2 billion Funds under Management or Advice ("FUM/A") with private clients who deal with the Group directly. £4.4 billion related to portfolios in the Group's investment management and £0.8 billion to portfolios with third-party investment managers.
Revenue
Table 3 - Breakdown of the Group's total revenue
|
|
Six months to 31 Dec 2023 £m |
Six months to 31 Dec 2022 £m |
12 months to 30 Jun 2023 £m |
|
Fee income |
45.7 |
45.7 |
91.5 |
|
Transactional and FX income |
6.7 |
5.7 |
13.3 |
|
Financial planning income |
4.1 |
2.4 |
6.6 |
|
Interest income |
7.1 |
5.1 |
12.4 |
|
Total revenue |
63.6 |
58.9 |
123.8 |
Total revenue for the Group increased by 8.0% to £63.6 million in the first half of the financial year. Fee income was flat at £45.7 million, a combination of impact from flows, product mix, and investment performance. Transactional and FX income of £6.7 million was up by 17.5% on the prior period as a result of increased trading volumes during the first half of the financial year.
Integrity Wealth Solutions and Adroit Financial Planning, the businesses acquired during H1 FY23, contributed additional financial planning income of £1.7 million in the current period.
Interest income, net of amounts paid out to clients on cash holdings, increased from £5.1 million to £7.1 million, driven by the rise in the Bank of England base rates since H1 FY23.
Revenue, yields and average FUM
Table 4 - Revenue, average FUM, and yields
|
|
Revenue |
Average FUM |
Yields |
||||||
|
|
H1 FY24 |
H1 FY23 |
Change |
H1 FY24 |
H1 FY23 |
Change |
H1 FY24 |
H1 FY23 |
Change |
|
|
£m |
£m |
£m |
£m |
£m |
% |
bps |
bps |
bps |
|
BPS fees |
27.1 |
27.2 |
(0.1) |
8,446 |
8,253 |
2.3 |
63.8 |
65.3 |
(1.5) |
|
BPS non-fees (transactional |
5.8 |
4.4 |
1.4 |
- |
- |
- |
13.7 |
10.6 |
3.1 |
|
BPS non-fees (interest turn) |
5.6 |
3.8 |
1.8 |
- |
- |
- |
13.2 |
9.1 |
4.1 |
|
Total BPS |
38.5 |
35.4 |
3.1 |
8,446 |
8,253 |
2.3 |
90.7 |
85.0 |
5.7 |
|
MPS Custody |
2.9 |
2.8 |
0.1 |
963 |
962 |
0.1 |
59.3 |
58.5 |
0.8 |
|
MPS Platform |
3.3 |
2.3 |
1.0 |
3,663 |
2,347 |
56.1 |
18.0 |
19.3 |
(1.3) |
|
MPS Custody non-fees (interest turn) |
0.6 |
0.5 |
0.1 |
- |
- |
- |
13.2 |
9.5 |
3.7 |
|
Total MPS |
6.8 |
5.6 |
1.2 |
4,626 |
3,309 |
39.8 |
29.3 |
33.4 |
(4.1) |
|
UKIM discretionary |
45.3 |
41.0 |
4.3 |
13,072 |
11,562 |
13.1 |
69.0 |
70.3 |
(1.3) |
|
Funds |
4.3 |
5.0 |
(0.7) |
1,805 |
2,027 |
(11.0) |
47.3 |
48.8 |
(1.5) |
|
Total UKIM |
49.6 |
46.0 |
3.6 |
14,877 |
13,589 |
9.5 |
66.4 |
67.1 |
(0.7) |
|
International fees |
7.9 |
8.1 |
(0.2) |
2,171 |
2,213 |
(1.9) |
72.1 |
72.6 |
(0.5) |
|
International non-fees (transactional) |
0.8 |
1.3 |
(0.5) |
- |
- |
- |
7.8 |
11.6 |
(3.8) |
|
International non-fees (interest turn) |
0.9 |
0.7 |
0.2 |
- |
- |
- |
7.9 |
5.9 |
2.0 |
|
Total International |
9.6 |
10.1 |
(0.5) |
2,171 |
2,213 |
(1.9) |
87.8 |
90.6 |
(2.8) |
|
Total FUM-related revenue |
59.2 |
56.1 |
3.1 |
17,048 |
15,802 |
7.9 |
69.1 |
70.3 |
(1.2) |
|
Financial planning |
4.1 |
2.4 |
1.7 |
|
|
|
|
|
|
|
Other income |
0.3 |
0.4 |
(0.1) |
|
|
|
|
|
|
|
Total non-FUM-related revenue |
4.4 |
2.8 |
1.6 |
|
|
|
|
|
|
|
Total Group revenue |
63.6 |
58.9 |
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSCI PIMFA Private Investor Balanced Index1 |
|
1,745 |
1,633 |
6.9 |
|
|
|
||
1 Capital-only index (average based on quarterly closing balances)
The Group's average FUM increased by 7.9% from H1 FY23, which was ahead of the movement in the MSCI PIMFA Private Investor Balanced Index, which increased by 6.9% on an average basis from H1 FY23 to H1 FY24.
The yield on BPS fees for UKIM decreased by 1.5bps to 63.8bps driven by underlying product mix and rates achieved on new business.
The BPS non-fee transactional income yield increased by 3.1bps and the yield on interest turn, net of interest paid to clients, grew by 4.1bps to 13.2bps due to the increase of the Bank of England base rates between the two periods.
The yield on MPS custody increased by 0.8bps, whilst the yield on MPS Platform decreased by 1.3bps to 18.0bps. Within MPS Platform, BMIS attracts relatively larger mandates, which benefit from discounted tiered rates. This has resulted in the overall MPS yield decreasing from 33.4bps to 29.3bps in the current period.
The Funds fee yields reduced by 1.5bps to 47.3bps during the first half of the year, as a result of intra-month market volatility and timing of flows during the period.
International fee income yield decreased by 0.5bps during the first half of the year as a result of the change in product mix, whilst non-fees interest turn yield increased by 2.0bps due to higher interest rates earned on both GBP and foreign currency account balances.
Underlying costs
Total underlying costs of £46.5 million increased by 4.7% on the prior period (H1 FY23: £44.4 million) in line with guidance. This included the full period impact of the two recent acquisitions, adding £1.4 million to the Group's cost base compared to H1 FY23.
Table 5 - Breakdown of net movement in total underlying costs into staff and non-staff costs
|
|
Total £m |
Integrity & Adroit £m |
BM Core £m |
|
Staff costs increase |
3.1 |
1.3 |
1.8 |
|
Non-staff costs increase |
0.3 |
0.1 |
0.2 |
|
Net finance income increase |
(1.3) |
- |
(1.3) |
|
Net increase in underlying costs |
2.1 |
1.4 |
0.7 |
The below commentary excludes the full period impact of the acquisitions.
Staff costs
Excluding the impact of acquisitions, staff costs increased by 7.0% from £25.6 million to £27.4 million. Fixed staff costs increased by 3.3% from £21.3 million to £22.0 million driven by inflationary pay rises and net new hires. As announced in October 2023, the Group will benefit from savings in staff costs in H2 FY24 arising from an organisational restructure undertaken in December 2023.
Variable staff costs increased by £1.1m to £5.4 million, largely driven by an increase in the pre-variable pay profit. The share-based payment charge was down £0.2 million due to lapses recognised in H1 FY24 and a reduction in the Group's share price impacting the associated employer national insurance contributions.
Non-staff costs
Non-staff costs from ongoing activities, amounted to £18.9 million, a net increase of £0.2 million from the prior period, a reflection of management's continued cost discipline to help mitigate cost inflation.
Profit before tax
Combined, the above gave rise to an underlying profit before tax for the half year of £17.1 million, an increase of 17.9% on the prior period (H1 FY23: £14.5 million) resulting in a profit margin of 26.9%, up 2.3 percentage points on last year (H1 FY23: 24.6%).
The Group recognised a statutory loss before tax of £0.8 million (H1 FY23: £9.8 million), contributed by the impairment charge in relation to the goodwill held in respect of the International business.
Segmental analysis
The Group reports its results across two key operating segments: UK Investment Management and International. The tables below provide a breakdown of the half year performance broken down by these segments, with comparatives.
Table 6 - Segmental analysis
|
H1 FY24 (£m) |
UK Investment Management |
International |
Group and consolidation |
Total |
|
Revenue |
54.2 |
9.4 |
- |
63.6 |
|
Direct costs |
(23.3) |
(6.4) |
(18.3) |
(48.0) |
|
Operating contribution |
30.9 |
3.0 |
(18.3) |
15.6 |
|
Internal cost recharges |
(13.8) |
(2.9) |
16.7 |
- |
|
Net finance income |
0.8 |
0.3 |
0.4 |
1.5 |
|
Underlying profit/(loss) before tax |
17.9 |
0.4 |
(1.2) |
17.1 |
|
Underlying adjustments |
(3.6) |
(2.2) |
(12.1) |
(17.9) |
|
Statutory profit/(loss) before tax |
14.3 |
(1.8) |
(13.3) |
(0.8) |
|
Underlying profit margin before tax |
33.0% |
4.3% |
n/a |
26.9% |
|
Statutory profit/(loss) margin before tax |
26.4% |
(19.1)% |
n/a |
(1.3)% |
|
H1 FY23 (£m) |
UK Investment Management |
International |
Group and consolidation |
Total |
|
Revenue |
48.8 |
10.1 |
- |
58.9 |
|
Direct costs |
(20.7) |
(6.6) |
(17.3) |
(44.6) |
|
Operating contribution |
28.1 |
3.5 |
(17.3) |
14.3 |
|
Internal cost recharges |
(11.3) |
(3.8) |
15.1 |
- |
|
Net finance income |
0.1 |
0.1 |
- |
0.2 |
|
Underlying profit/(loss) before tax |
16.9 |
(0.2) |
(2.2) |
14.5 |
|
Underlying adjustments |
(2.1) |
(0.8) |
(1.8) |
(4.7) |
|
Statutory profit/(loss) before tax |
14.8 |
(1.0) |
(4.0) |
9.8 |
|
Underlying profit/(loss) margin before tax |
34.6% |
(2.0)% |
n/a |
24.6% |
|
Statutory profit/(loss) margin before tax |
30.3% |
(9.9)% |
n/a |
16.6% |
UKIM, which includes the Group's Private Clients business, reported a 11.1% increase in revenue driven by higher Financial Planning revenue, interest and transactional income. The segment reported an underlying profit £17.9 million, up 5.9% from the prior period, and an underlying profit margin of 33.0%, a reduction of 1.6 percentage points on the prior period.
International saw an improvement in segmental performance, going from an underlying loss of £0.2 million in H1 FY23 to an underlying profit of £0.4 million in the current period, returning an underlying profit margin of 4.3%. The reduction in revenue of 6.5% was offset by a decrease in total costs of 10.5%.
Reconciliation between underlying and statutory profits
Underlying profit before tax is considered by the Board to be an appropriate reflection of the Group's performance when compared to the statutory results as this excludes income and expense categories, which are deemed of a non-recurring nature or a non-cash operating item. Reporting at an underlying basis is also considered appropriate for external analyst coverage and peer group benchmarking, allowing a like-for-like comparison. Underlying profit is deemed to be an Alternative Performance Measure ("APM"); refer to the Non-IFRS financial information section for a glossary of the Group's APMs, their definitions, and the criteria for how underlying adjustments are considered.
A reconciliation between underlying and statutory profit before tax for the six months ended 31 December 2023, with comparatives is shown in the following table:
Table 7 - Reconciliation between underlying profit and statutory (loss)/profit before tax
|
|
Six months to 31 Dec 2023 £m |
Six months to 31 Dec 2022 £m |
12 months to 30 Jun 2023 £m |
|
|
|||
|
Underlying profit before tax |
17.1 |
14.5 |
30.3 |
|
|
|
|
|
|
Goodwill impairment |
(11.6) |
- |
- |
|
Organisational restructure |
(3.0) |
- |
- |
|
Amortisation of client relationships |
(3.0) |
(2.8) |
(5.7) |
|
Acquisition and integration-related costs |
(0.3) |
(0.3) |
(0.6) |
|
Dual running operating platform costs |
- |
(1.6) |
(1.6) |
|
Changes in fair value and finance cost of deferred contingent consideration |
- |
- |
(0.2) |
|
Total underlying adjustments |
(17.9) |
(4.7) |
(8.1) |
|
|
|
|
|
|
Statutory (loss)/profit before tax |
(0.8) |
9.8 |
22.2 |
Goodwill impairment (£11.6 million charge)
Goodwill is reviewed for impairment indicators at each reporting period, and if indicators are present, an impairment test is carried out based on the carrying value of the asset compared to its expected recoverable amount. The review of our International business indicated that the estimated recoverable amount arising from future cash flows, is less than the carrying value of the goodwill held on the Group's Condensed consolidated statement of financial position that was recognised upon the acquisition of the business in 2012. The goodwill impairment charge has been excluded from underlying profit in view of its non-recurring nature, and the fact that it does not impact cash or regulatory capital. Refer to Note 11 to the Condensed consolidated financial statements for more details.
Organisational restructure (£3.0 million charge)
The Group carried out an organisational restructure in December 2023 to ensure it is set up for future success. The Group identified opportunities to streamline and remove duplication from core processes, resulting in redundancy and associated third-party consultancy costs. These have been excluded from underlying earnings in view of their one-off nature.
Amortisation of client relationships (£3.0 million charge)
These intangible assets are created in the course of acquiring funds under management and are amortised over their useful life, which have been assessed to range between 6 and 20 years. The increase is due to the full period impact of the prior year acquisitions of Integrity Wealth Solutions and Adroit Financial Planning. This amortisation charge has been excluded from the underlying profit since it is a significant non-cash item. Refer to Note 11 of the Condensed consolidated financial statements for more details.
Acquisition and integration-related costs (£0.3 million charge)
These represent the share-based payment integration charge for share options awarded to acquired employees as part of acquisitions in the prior period. Prior year costs were incurred in relation to the acquisitions of Integrity Wealth Solutions on 31 October 2022 and Adroit Financial Planning on 15 December 2022.
FY23 Dual running operating platform costs (£1.6 million charge)
The Group has outsourced certain middle and back-office processes to a suite of systems offered by the technology partner SS&C. The migration to the outsourced platform was executed at the end of July 2022, however, as part of the transition process, the Group has incurred net incremental costs in running two operating platforms concurrently. The dual running costs were excluded from underlying profit in view of their non-recurring nature.
FY23 Changes in fair value and finance cost of deferred contingent consideration (£0.2 million charge)
This comprises the fair value measurement arising on deferred consideration payments from acquisitions carried out by the Group, together with their associated net finance costs where applicable. Refer to Note 16 of the Condensed consolidated financial statements for more details.
Taxation
The Group's Corporation Tax charge on underlying profits for the period was £4.0 million (H1 FY23: £2.8 million) representing an effective tax rate of 23.4% (H1 FY23: 19.0%). The increase is driven by higher profits and the higher Corporation Tax rate of 25.0% for the full current period, coming into force from April 2023. Moreover, the H1 FY23 numbers reflected the benefit of an R&D credit, which has not been recognised in H1 FY24 as this process is still in progress. The statutory Corporation Tax charge was £2.6 million, up 62.5% from the prior period (H1 FY23: £1.6 million).
Earnings per share
The Group's basic statutory loss per share for the six months ended 31 December 2023 was (21.1)p, as a result of the International goodwill impairment (H1 FY23: basic EPS 51.8p). On an underlying basis, basic earnings per share increased by 9.7% to 81.6p (H1 FY23: 74.4p). Details on the basic and diluted earnings per share are provided in Note 9 of the Condensed consolidated financial statements.
Financial position and regulatory capital
Net assets decreased by 2.3% to £147.6 million at 31 December 2023 (H1 FY23: £151.1 million), as a result of the impairment to goodwill. Excluding this, the net assets increased by 5.4%. The Group's tangible net assets (net assets excluding intangibles) were £61.7 million at 31 December 2023 (H1 FY23: £48.6 million). As at 31 December 2023, the Group had regulatory capital resources of £64.3 million (H1 FY23: £52.7 million). As at 31 December 2023, the Group had an own funds adequacy ratio of 295.9% (H1 FY23: 267.8%). The own funds adequacy ratio is defined as the Group's own funds as a proportion of the fixed overhead requirement. The total net assets and the own funds adequacy ratio calculation take into account the respective period's profits (net of the declared interim dividends) as these are deemed to be verified at the date of publication of the annual results.
Dividend
The Board recognises the importance of dividends to shareholders and the benefit of providing sustainable shareholder returns. In determining the level of dividend in any year, the Board considers a number of factors such as the level of retained earnings, future cash commitments, statutory profit cover, capital and liquidity requirements and the level of profit retention required to sustain the growth of the Group. The Board has declared an interim dividend of 29.0p (H1 FY23: 28.0p). This represents an increase of 3.6% compared to the previous period. The interim dividend will be paid on 16 April 2024 to shareholders on the register as at 15 March 2024. Refer to Note 10 of the Condensed consolidated financial statements for more details.
Cash flow and capital expenditure
The Group continues to have strong levels of cash generation from operations. Total cash resources at the end of December 2023 of £59.0 million had increased by £5.6 million from the cash balance at 30 June 2023 (H1 FY23: £37.6 million; FY23: £53.4 million). This increase was a direct impact of the cash generated from operating activities, refer to the Condensed consolidated statement of cashflows for further details. The Group continued to have no borrowings at 31 December 2023.
During the six months ended 31 December 2023, the Group incurred capital expenditure of £0.7 million down considerably from prior periods as increased capital expenditure was incurred by the Group in relation to the migration of services and processes to SS&C in advance of, and shortly after the migration at the end of July 2022. The current period expenditure comprised technology-related development of £0.6 million and property-related costs of £0.1 million.
Condensed consolidated statement of comprehensive income
for the six months ended 31 December 2023
|
|
Note |
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
Revenue |
4 |
63,611 |
58,908 |
123,777 |
|
Administrative costs |
|
(54,283) |
(49,287) |
(102,207) |
|
Gross profit |
|
9,328 |
9,621 |
21,570 |
|
|
|
|
|
|
|
Other gain/(losses) - net |
5 |
46 |
2 |
(162) |
|
|
|
|
|
|
|
Operating profit |
|
9,374 |
9,623 |
21,408 |
|
|
|
|
|
|
|
Goodwill impairment |
11 |
(11,641) |
- |
- |
|
Finance income |
6 |
1,596 |
356 |
1,127 |
|
Finance costs |
6 |
(112) |
(135) |
(296) |
|
(Loss)/profit before tax |
|
(783) |
9,844 |
22,239 |
|
|
|
|
|
|
|
Taxation |
7 |
(2,601) |
(1,657) |
(4,090) |
|
|
|
|
|
|
|
(Loss)/profit for the period attributable to equity holders of the Company |
|
(3,384) |
8,187 |
18,149 |
|
|
|
|
|
|
|
Other comprehensive income |
|
- |
- |
- |
|
|
|
|
|
|
|
Total comprehensive (expense)/income for the period |
|
(3,384) |
8,187 |
18,149 |
|
|
|
|
|
|
|
(Loss)/earnings per share |
|
|
|
|
|
Basic |
9 |
(21.1)p |
51.8p |
114.7p |
|
Diluted |
9 |
(21.1)p |
50.6p |
112.6p |
Condensed consolidated statement of financial position
as at 31 December 2023
|
|
Note |
31 Dec 2023 (unaudited) £'000 |
31 Dec 20221 (unaudited) £'000 |
30 Jun 2023 (audited) £'000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
11 |
85,911 |
102,500 |
100,582 |
|
Property, plant and equipment |
12 |
1,767 |
2,222 |
2,123 |
|
Right-of-use assets |
13 |
4,232 |
4,663 |
4,329 |
|
Financial assets at fair value through other comprehensive income |
14 |
500 |
500 |
500 |
|
Total non-current assets |
|
92,410 |
109,885 |
107,534 |
|
Current assets |
|
|
|
|
|
Trade and other receivables |
14 |
29,414 |
32,844 |
33,542 |
|
Financial assets at fair value through profit or loss |
14 |
871 |
786 |
825 |
|
Cash and cash equivalents |
14 |
59,000 |
37,573 |
53,355 |
|
Total current assets |
|
89,285 |
71,203 |
87,722 |
|
Total assets |
|
181,695 |
181,088 |
195,256 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Other non-current liabilities |
14 |
(869) |
(400) |
(783) |
|
Net deferred tax liabilities |
15 |
(5,605) |
(5,764) |
(6,033) |
|
Deferred contingent consideration |
16 |
- |
(1,039) |
- |
|
Provisions |
17 |
(262) |
(304) |
(322) |
|
Lease liabilities |
|
(2,485) |
(3,641) |
(3,181) |
|
Total non-current liabilities |
|
(9,221) |
(11,148) |
(10,319) |
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
14 |
(21,358) |
(15,286) |
(22,521) |
|
Current tax liabilities |
14 |
(423) |
(128) |
(645) |
|
Lease liabilities |
|
(2,177) |
(2,008) |
(1,960) |
|
Deferred contingent consideration |
16 |
(225) |
(333) |
(1,467) |
|
Provisions |
17 |
(644) |
(1,099) |
(1,000) |
|
Total current liabilities |
|
(24,827) |
(18,854) |
(27,593) |
|
Net assets |
|
147,647 |
151,086 |
157,344 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
19 |
164 |
163 |
164 |
|
Share premium |
19 |
82,617 |
80,240 |
81,830 |
|
Other reserves |
|
8,934 |
10,364 |
9,112 |
|
Retained earnings |
|
55,932 |
60,319 |
66,238 |
|
Total equity |
|
147,647 |
151,086 |
157,344 |
1 The Group has reclassified the deferred tax balances to offset deferred tax assets and liabilities and present net deferred tax balances by jurisdiction to ensure consistent reporting with the current period. In the prior year, the reported deferred tax asset was £3,642,000, which has been netted off in the deferred tax liabilities balance.
The Condensed consolidated financial statements were approved by the Board of Directors and authorised for issue on 6 March 2024, signed on their behalf by:
Andrew Shepherd
CEO
Andrea Montague
CFO
Company registration number: 4402058
Condensed consolidated statement of changes in equity
for the six months ended 31 December 2023
|
|
Note |
Share £'000 |
Share premium £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total £'000 |
|
Balance at 30 June 2022 |
|
162 |
79,141 |
9,962 |
59,160 |
148,425 |
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
Profit for the period |
|
- |
- |
- |
8,187 |
8,187 |
|
Other comprehensive income |
|
- |
- |
- |
- |
- |
|
Total comprehensive income |
|
- |
- |
- |
8,187 |
8,187 |
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
Issue of ordinary shares |
19 |
1 |
1,099 |
- |
- |
1,100 |
|
Share-based payments |
|
- |
- |
1,953 |
- |
1,953 |
|
Share-based payments exercised |
|
- |
- |
(1,794) |
1,794 |
- |
|
Purchase of own shares by employee |
|
- |
- |
- |
(1,800) |
(1,800) |
|
Tax on share options |
|
- |
- |
243 |
- |
243 |
|
Dividends paid |
10 |
- |
- |
- |
(7,022) |
(7,022) |
|
Total transactions with owners |
|
1 |
1,099 |
402 |
(7,028) |
(5,526) |
|
|
|
|
|
|
|
|
|
Balance at 31 December 2022 |
|
163 |
80,240 |
10,364 |
60,319 |
151,086 |
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
Profit for the period |
|
- |
- |
- |
9,962 |
9,962 |
|
Other comprehensive income |
|
- |
- |
- |
- |
- |
|
Total comprehensive income |
|
- |
- |
- |
9,962 |
9,962 |
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
Issue of ordinary shares |
19 |
1 |
1,590 |
- |
- |
1,591 |
|
Share-based payments |
|
- |
- |
733 |
- |
733 |
|
Share-based payments exercised |
|
- |
- |
(1,407) |
1,407 |
- |
|
Purchase of own shares by employee |
|
- |
- |
- |
(1,050) |
(1,050) |
|
Tax on share options |
|
- |
- |
(578) |
- |
(578) |
|
Dividends paid |
10 |
- |
- |
- |
(4,400) |
(4,400) |
|
Total transactions with owners |
|
1 |
1,590 |
(1,252) |
(4,043) |
(3,704) |
|
|
|
|
|
|
|
|
|
Balance at 30 June 2023 |
|
164 |
81,830 |
9,112 |
66,238 |
157,344 |
|
|
|
|
|
|
|
|
|
Comprehensive income/(expense) |
|
|
|
|
|
|
|
Loss for the period |
|
- |
- |
- |
(3,384) |
(3,384) |
|
Other comprehensive income |
|
- |
- |
- |
- |
- |
|
Total comprehensive expense |
|
- |
- |
- |
(3,384) |
(3,384) |
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
Issue of ordinary shares |
19 |
- |
787 |
- |
- |
787 |
|
Share-based payments |
|
- |
- |
1,757 |
- |
1,757 |
|
Share-based payments exercised |
|
- |
- |
(1,793) |
1,793 |
- |
|
Purchase of own shares by employee |
|
- |
- |
- |
(1,248) |
(1,248) |
|
Tax on share options |
|
- |
- |
(142) |
- |
(142) |
|
Dividends paid |
10 |
- |
- |
- |
(7,467) |
(7,467) |
|
Total transactions with owners |
|
- |
787 |
(178) |
(6,922) |
(6,313) |
|
Balance at 31 December 2023 |
|
164 |
82,617 |
8,934 |
55,932 |
147,647 |
Condensed consolidated statement of cash flows
for the six months ended 31 December 2023
|
|
Note |
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
Cash flow from operating activities |
|
|
|
|
|
Cash generated from operations |
18 |
18,879 |
5,515 |
30,093 |
|
Corporation Tax paid |
|
(3,367) |
(2,605) |
(5,134) |
|
Net cash generated from operating activities |
|
15,512 |
2,910 |
24,959 |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Purchase of computer software |
11 |
(643) |
(1,911) |
(2,954) |
|
Purchase of property, plant and equipment |
12 |
(70) |
(414) |
(745) |
|
Purchase of financial assets at fair value through profit or loss |
|
- |
- |
(30) |
|
Deferred contingent consideration paid |
16 |
(625) |
- |
(334) |
|
Consideration paid |
8 |
- |
(14,865) |
(15,111) |
|
Interest received |
|
1,575 |
356 |
1,127 |
|
Net cash generated/(used) in investing activities |
|
237 |
(16,834) |
(18,047) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Dividends paid to shareholders |
10 |
(7,467) |
(7,022) |
(11,422) |
|
Payment of lease liabilities |
|
(1,551) |
(1,109) |
(2,304) |
|
Proceeds of issue of shares |
19 |
162 |
100 |
1,691 |
|
Purchase of own shares by Employee Benefit Trust |
|
(1,248) |
(1,800) |
(2,850) |
|
Net cash used in financing activities |
|
(10,104) |
(9,831) |
(14,885) |
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
5,645 |
(23,755) |
(7,973) |
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
53,355 |
61,328 |
61,328 |
|
Cash and cash equivalents at end of period |
|
59,000 |
37,573 |
53,355 |
Notes to the condensed consolidated financial statements
for the six months ended 31 December 2023
1. General information
Brooks Macdonald Group plc ("the Company") is the Parent Company of a group of companies ("the Group"), which provides leading wealth management services in the UK and internationally. The Group offers outsourced discretionary investment management for intermediaries and integrated wealth management for private clients, and acts as fund manager to a range of onshore and international funds.
The Company is a public limited company, incorporated and domiciled in the United Kingdom under the Companies Act 2006 and listed on AIM. The address of its registered office is 21 Lombard Street, London, EC3V 9AH.
The Interim Report and Accounts were approved for issue on 6 March 2024. The Condensed consolidated financial statements have been independently reviewed but not audited.
2. Accounting policies
a) Basis of preparation
The Group's Condensed consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards ("IAS") 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority ("FCA"). The Condensed consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial assets at fair value through other comprehensive income, financial assets at fair value through profit or loss and deferred contingent consideration such that they are measured at their fair value.
At the time of approving the Condensed consolidated financial statements, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Condensed consolidated financial statements.
The information in this Interim Report and Accounts does not comprise statutory financial statements within the meaning of section 434 of the Companies Act 2006. The Group's Financial statements for the year ended 30 June 2023 have been reported on by its auditors and delivered to the Registrar of Companies. The Condensed consolidated financial statements should be read in conjunction with the Group's audited Financial statements for the year ended 30 June 2023, which are prepared in accordance with UK-adopted International Accounting Standards.
Developments in reporting standards and interpretations
Standards and interpretations adopted during the current reporting period
In the six months ended 31 December 2023, the Group did not adopt any new standards or amendments issued by the International Accounting Standards Board ("IASB") or interpretations by the IFRS Interpretations Committee ("IFRS IC") that have had a material impact on the Condensed consolidated financial statements.
Future new standards and interpretations
A number of new standards are effective for annual periods beginning after 1 July 2023 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these Condensed consolidated financial statements. None of the standards not yet effective are expected to have a material impact on the Group's financial statements.
b) Changes in accounting policies
The accounting policies applied in these Condensed consolidated financial statements are the same as those applied in the Group's Consolidated financial statements as at and for the year ended 30 June 2023.
In the six months ended 31 December 2023, the Group did not adopt any new standards or amendments issued by the IASB or interpretations issued by the IFRS IC that have had a material impact on the Condensed consolidated financial statements.
New standards, amendments and interpretations listed below were newly adopted by the Group but have not had a material impact on the amounts reported in these Financial statements. They may, however, impact the accounting for future transactions and arrangements.
• IFRS 17 'Insurance contracts'
• Narrow scope (Amendment to IAS 1, IAS 8, and IFRS Practice statement 2)
• Deferred tax assets and liabilities arising from a single transaction (Amendments to IAS 12)
• Changes in Accounting Estimates and Errors - Definition of Accounting Estimates (Amendments to IAS 8)
• International tax reform - pillar two model rules (Amendments to IAS 12)
c) Critical estimates and significant judgements
The Group has reviewed the judgements and estimates that affect its accounting policies and amounts reported in its Condensed consolidated financial statements. These are unchanged from those reported in the Group's Financial statements for the year ended 30 June 2023.
3. Segmental information
For management purposes, the Group's activities are organised into two operating divisions: UK Investment Management and International. The Group's other activity, offering nominee and custody services to clients, is included within UK Investment Management. These divisions are the basis on which the Group reports its primary segmental information to the Group Board of Directors, which is the Group's chief operating decision-maker. In accordance with IFRS 8 'Operating Segments', disclosures are required to reflect the information that the Board of Directors uses internally for evaluating the performance of its operating segments and allocating resources to those segments. The information presented in this Note is consistent with the presentation for internal reporting.
The UK Investment Management segment offers a range of investment management services to private high net worth individuals, pension funds, institutions, charities, and trusts, as well as wealth management services to high net worth individuals and families, giving independent 'whole of market' financial advice, enabling clients to build, manage and protect their wealth. The International segment is based in the Channel Islands and the Isle of Man, offering a similar range of investment management and wealth management services as the UK Investment Management segment. The Group segment principally comprises the Group Board's management and associated costs, along with the consolidation adjustments.
Revenues and expenses are allocated to the business segment that originated the transaction. Sales between segments are carried out at arm's length. Centrally incurred expenses are allocated to business segments on an appropriate pro rata basis.
|
Six months ended 31 Dec 2023 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Total revenue |
56,529 |
9,421 |
- |
65,950 |
|
Inter-segment revenue |
(2,339) |
- |
- |
(2,339) |
|
External revenue |
54,190 |
9,421 |
- |
63,611 |
|
Underlying administrative costs |
(23,329) |
(6,425) |
(18,274) |
(48,028) |
|
Operating contribution |
30,861 |
2,996 |
(18,274) |
15,583 |
|
|
|
|
|
|
|
Allocated costs |
(13,813) |
(2,860) |
16,673 |
- |
|
Net finance income |
875 |
294 |
368 |
1,537 |
|
Underlying profit/(loss) before tax |
17,923 |
430 |
(1,233) |
17,120 |
|
|
|
|
|
|
|
Goodwill impairment |
- |
- |
(11,641) |
(11,641) |
|
Organisational restructure |
(1,756) |
(829) |
(452) |
(3,037) |
|
Amortisation of client relationship contracts |
(1,691) |
(1,233) |
- |
(2,924) |
|
Integration-related costs |
(293) |
- |
- |
(293) |
|
Finance cost of deferred contingent consideration |
- |
- |
(8) |
(8) |
|
Profit/(loss) mark-up on Group allocated costs |
117 |
(115) |
(2) |
- |
|
Total underlying adjustments |
(3,623) |
(2,177) |
(12,103) |
(17,903) |
|
|
|
|
|
|
|
Profit/(loss) before tax |
14,300 |
(1,747) |
(13,336) |
(783) |
|
|
|
|
|
|
|
Taxation |
|
|
|
(2,601) |
|
Loss for the period attributable to equity holders of the Company |
|
|
|
(3,384) |
|
Six months ended 31 Dec 2023 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Total assets |
87,565 |
26,019 |
68,111 |
181,695 |
|
Total liabilities |
28,835 |
2,516 |
2,697 |
34,048 |
|
Net assets |
58,730 |
23,503 |
65,414 |
147,647 |
|
Six months ended 31 Dec 2023 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Statutory operating costs included the following: |
|
|
|
|
|
- Amortisation |
2,101 |
608 |
964 |
3,673 |
|
- Depreciation |
1,123 |
363 |
- |
1,486 |
|
- Interest income |
946 |
315 |
321 |
1,582 |
|
Six months ended 31 Dec 2022 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Total revenue |
52,271 |
10,121 |
- |
62,392 |
|
Inter segment revenue |
(3,484) |
- |
- |
(3,484) |
|
External revenue |
48,787 |
10,121 |
- |
58,908 |
|
Underlying administrative costs |
(20,723) |
(6,636) |
(17,285) |
(44,644) |
|
Operating contribution |
28,064 |
3,485 |
(17,285) |
14,264 |
|
|
|
|
|
|
|
Allocated costs |
(11,301) |
(3,794) |
15,095 |
- |
|
Net finance income |
150 |
55 |
29 |
234 |
|
Underlying profit/(loss) before tax |
16,913 |
(254) |
(2,161) |
14,498 |
|
|
|
|
|
|
|
Amortisation of client relationship contracts |
(793) |
(513) |
(1,451) |
(2,757) |
|
Dual running costs of operating platform |
(1,420) |
(191) |
- |
(1,611) |
|
Acquisition-related costs |
(23) |
- |
(244) |
(267) |
|
Finance cost of deferred contingent consideration |
- |
(6) |
(13) |
(19) |
|
Profit/(loss) mark-up on Group allocated costs |
166 |
(166) |
- |
- |
|
Total underlying adjustments |
(2,070) |
(876) |
(1,708) |
(4,654) |
|
|
|
|
|
|
|
Profit/(loss) before tax |
14,843 |
(1,130) |
(3,869) |
9,844 |
|
|
|
|
|
|
|
Taxation |
|
|
|
(1,657) |
|
Profit for the period attributable to equity holders of the Company |
|
|
|
8,187 |
|
Six months ended 31 Dec 2022 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Total assets |
85,023 |
27,356 |
68,709 |
181,088 |
|
Total liabilities |
21,959 |
2,488 |
5,555 |
30,002 |
|
Net assets |
63,064 |
24,868 |
63,154 |
151,086 |
The Group has reclassified the deferred tax balances to offset deferred tax assets and liabilities and present net deferred tax balances by jurisdiction to ensure consistent reporting with the current period. In the prior year, the reported deferred tax asset was £3,642,000, which has been netted off in the deferred tax liabilities balance.
|
Six months ended 31 Dec 2022 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Statutory operating costs included the following: |
|
|
|
|
|
- Amortisation |
1,216 |
447 |
1,595 |
3,258 |
|
- Depreciation |
945 |
356 |
10 |
1,311 |
|
- Interest income |
244 |
83 |
16 |
343 |
|
Year ended 30 June 2023 (audited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Total revenue |
109,737 |
20,319 |
- |
130,056 |
|
Inter segment revenue |
(6,279) |
- |
- |
(6,279) |
|
External revenue |
103,458 |
20,319 |
- |
123,777 |
|
Underlying administrative costs |
(47,405) |
(13,576) |
(33,373) |
(94,354) |
|
Operating contribution |
56,053 |
6,743 |
(33,373) |
29,423 |
|
|
|
|
|
|
|
Allocated costs |
(22,127) |
(6,844) |
28,971 |
- |
|
Net finance income |
590 |
226 |
88 |
904 |
|
Underlying profit/(loss) before tax |
34,516 |
125 |
(4,314) |
30,327 |
|
|
|
|
|
|
|
Amortisation of client relationship contracts |
(3,205) |
(2,465) |
- |
(5,670) |
|
Dual running costs of operating platform |
(1,424) |
(192) |
- |
(1,616) |
|
Acquisition and integration-related costs |
(499) |
- |
(69) |
(568) |
|
Changes in fair value of deferred contingent consideration |
- |
- |
(173) |
(173) |
|
Finance cost of deferred contingent consideration |
- |
(7) |
(54) |
(61) |
|
Profit/(loss) mark-up on Group allocated costs |
299 |
(299) |
- |
- |
|
Total underlying adjustments |
(4,829) |
(2,963) |
(296) |
(8,088) |
|
|
|
|
|
|
|
Profit/(loss) before tax |
29,687 |
(2,838) |
(4,610) |
22,239 |
|
|
|
|
|
|
|
Taxation |
|
|
|
(4,090) |
|
Profit for the period attributable to equity holders of the Company |
|
|
|
18,149 |
|
Year ended 30 June 2023 (audited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Total assets |
91,141 |
26,537 |
77,578 |
195,256 |
|
Total liabilities |
30,175 |
2,541 |
5,196 |
37,912 |
|
Net assets |
60,966 |
23,996 |
72,382 |
157,344 |
|
Year ended 30 June 2023 (audited) |
UK Investment Management £'000 |
International £'000 |
Group and consolidation adjustments £'000 |
Total £'000 |
|
Statutory operating costs included the following: |
|
|
|
|
|
- Amortisation |
3,429 |
912 |
2,491 |
6,832 |
|
- Depreciation |
1,943 |
689 |
17 |
2,649 |
|
- Interest income |
762 |
279 |
51 |
1,092 |
4. Revenue
|
Six months ended 31 Dec 2023 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Total £'000 |
|
Investment management fees |
33,563 |
5,949 |
39,512 |
|
Transactional income |
5,908 |
862 |
6,770 |
|
Fund management fees |
4,399 |
1,749 |
6,148 |
|
Wealth management fees |
4,065 |
- |
4,065 |
|
Interest turn |
6,255 |
861 |
7,116 |
|
Total revenue |
54,190 |
9,421 |
63,611 |
|
Six months ended 31 Dec 2022 (unaudited) |
UK Investment Management £'000 |
International £'000 |
Total £'000 |
|
Investment management fees |
32,558 |
6,114 |
38,672 |
|
Transactional income |
4,325 |
1,405 |
5,730 |
|
Fund management fees |
5,152 |
1,887 |
7,039 |
|
Wealth management fees |
2,361 |
56 |
2,417 |
|
Interest turn |
4,391 |
659 |
5,050 |
|
Total revenue |
48,787 |
10,121 |
58,908 |
|
|
|
|
|
|
Year ended 30 June 2023 (audited) |
UK Investment Management £'000 |
International £'000 |
Total £'000 |
|
Investment management fees |
65,626 |
12,292 |
77,918 |
|
Transactional income |
10,578 |
2,704 |
13,282 |
|
Fund management fees |
9,983 |
3,739 |
13,722 |
|
Wealth management fees |
6,446 |
- |
6,446 |
|
Interest turn |
10,825 |
1,584 |
12,409 |
|
Total revenue |
103,458 |
20,319 |
123,777 |
a) Geographic analysis
The Group's operations are located in the United Kingdom, Channel Islands and Isle of Man. The following table presents external revenue analysed by the geographical location of the Group entity providing the service.
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
United Kingdom |
54,190 |
48,787 |
103,458 |
|
Channel Islands |
9,342 |
10,050 |
20,173 |
|
Isle of Man |
79 |
71 |
146 |
|
Total revenue |
63,611 |
58,908 |
123,777 |
b) Major clients
The Group is not reliant on any one client or group of connected clients for the generation of revenues.
5. Other gains/(losses) - net
Other gains and losses represent the net changes in the fair value of the Group's financial instruments and intangible assets recognised in the Condensed consolidated statement of comprehensive income.
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
Changes in fair value of deferred contingent consideration (Note 16) |
- |
- |
(173) |
|
Changes in fair value of financial assets at fair value through profit or loss (Note 14) |
46 |
2 |
11 |
|
Total other gains/(losses) - net |
46 |
2 |
(162) |
6. Finance income and finance costs
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
Finance income |
|
|
|
|
Bank interest on deposits |
1,582 |
343 |
1,092 |
|
Dividends on preference shares |
14 |
13 |
35 |
|
Total finance income |
1,596 |
356 |
1,127 |
|
|
|
|
|
|
Finance costs |
|
|
|
|
Finance cost of lease liabilities |
104 |
117 |
235 |
|
Finance cost of deferred contingent consideration |
8 |
18 |
61 |
|
Total finance cost |
112 |
135 |
296 |
7. Taxation
The current tax expense for the six months ended 31 December 2023 was calculated based on the Corporation Tax rate of 25.0%, applied to the taxable profit for the six months ended 31 December 2023 (six months ended 31 December 2022: 20.5%; year ended 30 June 2023: 20.5%).
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
UK Corporation Tax |
2,887 |
2,806 |
5,703 |
|
Over provision in prior years |
- |
(830) |
(834) |
|
Total current taxation |
2,887 |
1,976 |
4,869 |
|
Deferred tax credits |
(286) |
(194) |
(1,189) |
|
(Over)/under provision of deferred tax in prior years |
- |
(125) |
410 |
|
Total income tax expense |
2,601 |
1,657 |
4,090 |
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
The tax on the Group's profit before tax differs from the theoretical amount that would arise using the time apportioned tax rate applicable to profits of the consolidated entities in the UK as follows, split out between underlying and statutory profits:
|
Six months ended 31 Dec 2023 (unaudited) |
Underlying profit £'000 |
Underlying profit adjustments £'000 |
Statutory profit £'000 |
|
Profit before taxation |
17,120 |
(17,903) |
(783) |
|
|
|
|
|
|
Profit multiplied by the standard rate of tax in the UK of 25.0% |
4,281 |
(4,476) |
(195) |
|
Tax effect of amounts that are not deductible/(taxable) in calculating taxable income: |
|
|
|
|
- Depreciation and amortisation |
2 |
29 |
31 |
|
- Disallowable expenses |
185 |
2 |
187 |
|
- Impairment charge |
- |
2,910 |
2,910 |
|
- Share-based payments |
28 |
- |
28 |
|
- Lower tax rates in other jurisdictions in which the Group operates |
(184) |
124 |
(60) |
|
- Overseas tax losses not available for UK tax purposes |
(68) |
- |
(68) |
|
- Non-taxable income |
(232) |
- |
(232) |
|
Income tax expense |
4,012 |
(1,411) |
2,601 |
|
|
|
|
|
|
Effective tax rate |
23.4% |
n/a |
n/a |
|
Six months ended 31 Dec 2022 (unaudited) |
Underlying profit £'000 |
Underlying profit adjustments £'000 |
Statutory profit £'000 |
|
Profit before taxation |
14,498 |
(4,654) |
9,844 |
|
|
|
|
|
|
Profit multiplied by the standard rate of tax in the UK of 20.5% |
2,972 |
(954) |
2,018 |
|
Tax effect of amounts that are not deductible/(taxable) in calculating taxable income: |
|
|
|
|
- Depreciation and amortisation |
794 |
(145) |
649 |
|
- Disallowable expenses |
153 |
3 |
156 |
|
- Share-based payments |
(216) |
- |
(216) |
|
- Lower tax rates in other jurisdictions in which the Group operates |
(63) |
- |
(63) |
|
- Overseas tax losses not available for UK tax purposes |
106 |
- |
106 |
|
- Over provision in prior periods |
(958) |
- |
(958) |
|
- Non-taxable income |
(35) |
- |
(35) |
|
Income tax expense |
2,753 |
(1,096) |
1,657 |
|
|
|
|
|
|
Effective tax rate |
19.0% |
n/a |
16.8% |
|
Year ended 30 June 2023 (audited) |
Underlying profit £'000 |
Underlying profit adjustments £'000 |
Statutory profit £'000 |
|
Profit before taxation |
30,327 |
(8,088) |
22,239 |
|
|
|
|
|
|
Profit multiplied by the standard rate of tax in the UK of 20.5% |
6,217 |
(1,658) |
4,559 |
|
Tax effect of amounts that are not deductible/(taxable) in calculating taxable income: |
|
|
|
|
- Depreciation and amortisation |
604 |
(285) |
319 |
|
- Non-taxable income |
(124) |
- |
(124) |
|
- Overseas tax losses not available for UK tax purposes |
67 |
- |
67 |
|
- Disallowable expenses |
(107) |
- |
(107) |
|
- Lower tax rates in other jurisdictions in which the Group operates |
263 |
48 |
311 |
|
- Share-based payments |
(512) |
- |
(512) |
|
- Over provision in prior periods |
(423) |
- |
(423) |
|
Income tax expense |
5,985 |
(1,895) |
4,090 |
|
|
|
|
|
|
Effective tax rate |
19.7% |
n/a |
18.4% |
On 11 March 2021 it was outlined in the Finance Bill 2021, and substantively enacted having received royal ascent on 10 June 2021, that the UK Corporation Tax rate would increase to 25.0% from 1 April 2023 and remain at 19.0% until that date. As a result, the effective rate of Corporation Tax applied to the taxable profit for the six months ended 31 December 2023 is 25.0% (six months ended 31 December 2022: 20.5%; year ended 30 June 2023: 20.5%). Deferred tax assets and liabilities are calculated at the rate that is expected to be in force when the temporary differences unwind.
8. Business combinations
Prior period
Integrity
On 31 October 2022, the Group acquired Integrity Wealth Bidco Limited and Integrity Wealth (Holdings) Limited, together with its subsidiary Integrity Wealth Solutions Limited ("IWS"), (collectively "Integrity"). The acquisition brings a successful and rapidly growing Independent Financial Adviser ("IFA") business into the Group and brings scale to the Group's Private Clients business, adding distinctive expertise in their specialist area. The acquisition consisted of acquiring 100% of the issued share capital of Integrity Wealth (Holdings) Limited and Integrity Wealth Bidco Limited (intermediate holding company), which was funded through existing financial resources. On 14 April 2023, the Group acquired an additional client book, which was incorporated into the Integrity business and acquisition accounting. This resulted in an additional £246,000 of initial cash consideration and £214,000 deferred contingent consideration at fair value.
The acquisition was accounted for using the acquisition method and details of the purchase consideration are as follows:
|
|
Note |
£'000 |
|
Initial cash consideration |
|
4,000 |
|
Shares consideration |
i |
1,000 |
|
Excess for net assets |
ii |
601 |
|
Deferred contingent consideration at fair value |
iii |
1,026 |
|
Total purchase consideration |
|
6,627 |
i. The Group issued 52,084 ordinary shares to the previous shareholders of Integrity Wealth (holdings) Limited and Integrity Wealth Bidco Limited at a price of £19.20 per share. The amount of shares issued was based on the share price at the completion date to provide the equivalent consideration value of £1,000,000.
ii. In accordance with the Sale and Purchase agreement ("SPA"), the Group was required to pay the difference between the available capital and the required regulatory capital for Integrity.
iii. The total estimated cash deferred contingent consideration is £1,275,000, payable in three years following completion, based on revenue criteria of the acquired business. As outlined in the SPA, the maximum cash deferred contingent consideration payable is up to £2,500,000 if certain revenue criteria are met.
On 30 June 2023, the Group agreed to renegotiate the deferred contingent consideration, which resulted in the Group recognising a change in fair value of deferred contingent consideration of £173,000 on 30 June 2023. See Note 16 for further details.
Client relationship intangible assets of £2,543,000 were recognised on acquisition in respect of the expected cash inflows and economic benefit from the acquired business. An associated deferred tax liability of £636,000 was recognised in relation to the expected cash inflows on the acquired client relationship intangible asset. Goodwill of £3,945,000 was recognised on acquisition in respect of the expected growth in the acquired business and associated cash inflows. The fair value of the assets acquired were the gross contractual amounts and were all considered to be fully recoverable. The fair value of the identifiable assets and liabilities acquired, at the date of acquisition, are detailed below.
Net assets acquired through business combination
|
|
£'000 |
|
Trade and other receivables |
270 |
|
Cash at bank |
804 |
|
Trade and other payables |
(167) |
|
Corporation tax payable |
(132) |
|
Total net assets recognised by acquired companies |
775 |
|
Fair value adjustments: |
|
|
Client relationship contracts |
2,543 |
|
Deferred tax liabilities |
(636) |
|
Net identifiable assets |
1,907 |
|
Goodwill |
3,945 |
|
Total purchase consideration |
6,627 |
The trade and other receivables were recognised at their fair value, being the gross contractual amounts, deemed fully recoverable.
Adroit
On 15 December 2022, the Group acquired Adroit Financial Planning Limited ("Adroit"), a successful and rapidly growing Independent Financial Adviser ("IFA") business. The acquisition brings further scale to the Group's Private Clients business, adding distinctive expertise in their specialist area. The acquisition consisted of acquiring 100% of the issued share capital of Adroit Financial Planning Limited, which was funded through existing financial resources.
The acquisition was accounted for using the acquisition method and details of the purchase consideration are as follows:
|
|
Note |
£'000 |
|
Initial cash consideration |
|
10,991 |
|
Additional consideration |
i |
270 |
|
Total purchase consideration |
|
11,261 |
i. In accordance with the Sale and Purchase agreement ("SPA"), the Group was required to pay an additional amount based on the number of days between the date of exchange and date of completion.
Client relationship intangible assets of £2,931,000 were recognised on acquisition in respect of the expected cash inflows and economic benefit from the acquired business. An associated deferred tax liability of £733,000 was recognised in relation to the expected cash inflows on the acquired client relationship intangible asset. Goodwill of £8,541,000 was recognised on acquisition in respect of the expected growth in the acquired business and associated cash inflows. The fair value of the assets acquired were the gross contractual amounts and were all considered to be fully recoverable. The fair value of the identifiable assets and liabilities acquired, at the date of acquisition, are detailed in below.
|
|
£'000 |
|
Trade and other receivables |
533 |
|
Cash at bank |
193 |
|
Trade and other payables |
(204) |
|
Total net assets recognised by acquired companies |
522 |
|
Fair value adjustments: |
|
|
Client relationship contracts |
2,931 |
|
Deferred tax liabilities |
(733) |
|
Net identifiable assets |
2,198 |
|
Goodwill |
8,541 |
|
Total purchase consideration |
11,261 |
The trade and other receivables were recognised at their fair value, being the gross contractual amounts, deemed fully recoverable.
Acquisition impact on reported results
In the period from acquisition to 31 December 2022, directly attributable acquisition costs of £267,000 were incurred in relation to the acquisitions, which were charged to administrative costs in the Condensed consolidated statement of comprehensive income but excluded from underlying profit.
In the period from acquisition to 31 December 2022, the two acquisitions earned revenue of £443,000 and statutory profit before tax of £108,000. Had the acquisitions been consolidated from 1 July 2022, the Condensed consolidated statement of comprehensive income would have included revenue of £2,176,000 and statutory profit before tax of £564,000.
Net cash outflow resulting from business combinations
|
|
£'000 |
|
Total purchase consideration |
18,348 |
|
Less shares issued as consideration |
(1,000) |
|
Less deferred cash contingent consideration at fair value |
(1,240) |
|
Cash paid to acquire business combinations |
16,108 |
|
Less cash held by acquired entities |
(997) |
|
Net cash outflow - investing activities |
15,111 |
9. Earnings per share
The Board of Directors considers that underlying earnings per share provides an appropriate reflection of the Group's performance in the period. Underlying earnings per share are calculated based on 'underlying earnings', which is defined as earnings before underlying adjustments listed below. The tax effect of these adjustments has also been considered. Underlying earnings is an Alternative Performance Measure ("APM") used by the Group.
Earnings for the period used to calculate (loss)/earnings per share as reported in these Condensed consolidated financial statements were as follows:
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
(Loss)/earnings attributable to ordinary shareholders |
(3,384) |
8,187 |
18,149 |
|
|
|
|
|
|
Underlying adjustments |
|
|
|
|
Goodwill impairment |
11,641 |
- |
- |
|
Organisational restructure costs |
3,037 |
- |
- |
|
Amortisation of acquired client relationship contracts (Note 11) |
2,924 |
2,757 |
5,670 |
|
Integration and acquisition-related costs |
293 |
267 |
568 |
|
Finance cost of deferred contingent consideration (Note 16) |
8 |
19 |
61 |
|
Dual running costs of operating platform |
- |
1,611 |
1,616 |
|
Changes in fair value of deferred consideration (Note 16) |
- |
- |
173 |
|
Tax impact of adjustments (Note 7) |
(1,411) |
(1,096) |
(1,895) |
|
Underlying earnings attributable to ordinary shareholders |
13,108 |
11,745 |
24,342 |
Basic earnings per share is calculated by dividing earnings attributable to ordinary shareholders by the weighted average number of shares in issue throughout the period. Included in the weighted average number of shares for basic earnings per share purposes are employee share options at the point all necessary conditions have been satisfied and the options have vested, even if they have not yet been exercised.
Diluted earnings per share represents the basic earnings per share adjusted for the effect of dilutive potential shares issuable on exercise of employee share options under the Group's share-based payment schemes, weighted for the relevant period. The diluted weighted average number of shares in issue and diluted earnings per share considers the effect of all dilutive potential shares issuable on exercise of employee share options. The potential shares issuable includes the contingently issuable shares that have not yet vested and the vested unissued share options that are either nil cost options or have little or no consideration.
The weighted average number of shares in issue during the six months ended 31 December 2023 were as follows:
|
|
Six months ended 31 Dec 2023 (unaudited) Number of shares |
Six months ended 31 Dec 2022 (unaudited) Number of shares |
Year ended 30 Jun 2023 (audited) Number of shares |
|
Weighted average number of shares in issue |
16,060,677 |
15,791,432 |
15,825,397 |
|
Effect of dilutive potential shares issuable on exercise of employee share options |
247,947 |
398,960 |
293,992 |
|
Diluted weighted average number of shares in issue |
16,308,624 |
16,190,392 |
16,119,389 |
|
|
Six months ended 31 Dec 2023 (unaudited) |
Six months ended 31 Dec 2022 (unaudited) |
Year ended 30 Jun 2023 (audited) |
|
|
p |
p |
p |
|
Based on reported (loss)/earnings: |
|
|
|
|
Basic (loss)/earnings per share |
(21.1) |
51.8 |
114.7 |
|
Diluted (loss)/earnings per share |
(21.1) |
50.6 |
112.6 |
|
Based on underlying earnings: |
|
|
|
|
Basic earnings per share |
81.6 |
74.4 |
153.8 |
|
Diluted earnings per share |
80.4 |
72.5 |
151.0 |
10. Dividends
|
|
Six months ended 31 Dec 2023 (unaudited) |
Six months ended 31 Dec 2022 (unaudited) |
Year ended 30 Jun 2023 (audited) |
|
|
£'000 |
£'000 |
£'000 |
|
Final dividend paid on ordinary shares |
7,467 |
7,022 |
7,021 |
|
Interim dividend paid on ordinary shares |
- |
- |
4,401 |
|
Total dividends |
7,467 |
7,022 |
11,422 |
An interim dividend of 29.0p (six months ended 31 December 2022: 28.0p) per share was declared by the Board of Directors on 6 March 2024. It will be paid on 16 April 2024 to shareholders who are on the register at the close of business on 15 March 2024.
In accordance with IAS 10, this dividend has not been included as a liability in the Condensed consolidated financial statements at 31 December 2023.
A final dividend for the year ended 30 June 2023 of 47.0p (year ended 30 June 2022: 45.0p) per share was paid to shareholders on 3 November 2023.
11. Intangible assets
|
|
Goodwill £'000 |
Computer software £'000 |
Acquired client relationship contracts £'000 |
Contracts acquired with fund managers £'000 |
Total £'000 |
|
Cost |
|
|
|
|
|
|
At 30 June 2022 |
51,887 |
6,930 |
70,011 |
3,521 |
132,349 |
|
Additions |
12,486 |
1,911 |
5,474 |
- |
19,871 |
|
At 31 December 2022 |
64,373 |
8,841 |
75,485 |
3,521 |
152,220 |
|
Additions |
- |
1,043 |
613 |
- |
1,656 |
|
Disposals |
- |
(1,054) |
- |
(3,521) |
(4,575) |
|
At 30 June 2023 |
64,373 |
8,830 |
76,098 |
- |
149,301 |
|
Additions |
- |
643 |
- |
- |
643 |
|
At 31 December 2023 |
64,373 |
9,473 |
76,098 |
- |
149,944 |
|
|
|
|
|
|
|
|
Accumulated amortisation and impairment |
|
|
|
|
|
|
At 30 June 2022 |
11,213 |
251 |
31,477 |
3,521 |
46,462 |
|
Amortisation charge |
- |
501 |
2,757 |
- |
3,258 |
|
At 31 December 2022 |
11,213 |
752 |
34,234 |
3,521 |
49,720 |
|
Amortisation charge |
- |
661 |
2,913 |
- |
3,574 |
|
Accumulated amortisation on disposals |
- |
(1,054) |
- |
(3,521) |
(4,575) |
|
At 30 June 2023 |
11,213 |
359 |
37,147 |
- |
48,719 |
|
Amortisation charge |
- |
749 |
2,924 |
- |
3,673 |
|
Impairment |
11,641 |
- |
- |
- |
11,641 |
|
At 31 December 2023 |
22,854 |
1,108 |
40,071 |
- |
64,033 |
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 30 June 2022 |
40,674 |
6,679 |
38,534 |
- |
85,887 |
|
At 31 December 2022 |
53,160 |
8,089 |
41,251 |
- |
102,500 |
|
At 30 June 2023 |
53,160 |
8,471 |
38,951 |
- |
100,582 |
|
At 31 December 2023 |
41,519 |
8,365 |
36,027 |
- |
85,911 |
a) Goodwill
Goodwill acquired in a business combination is allocated at acquisition to the cash generating units ("CGUs") that are expected to benefit from that business combination. The carrying amount of goodwill in respect of these CGUs within the operating segments of the Group comprises:
|
|
31 Dec 2023 (unaudited) £'000 |
31 Dec 2022 (unaudited) £'000 |
30 Jun 2023 (audited) £'000 |
|
Funds |
|
|
|
|
Braemar Group Limited ("Braemar") |
3,320 |
3,320 |
3,320 |
|
|
|
|
|
|
International |
|
|
|
|
Brooks Macdonald Asset Management (International) Limited and Brooks Macdonald Retirement Services (International) Limited (collectively "International") |
9,602 |
21,243 |
21,243 |
|
|
|
|
|
|
Cornelian Cornelian Asset Managers Group Limited ("Cornelian") |
16,111 |
16,111 |
16,111 |
|
|
|
|
|
|
Integrity Integrity Wealth (Holdings) Limited ("Integrity") |
3,945 |
3,945 |
3,945 |
|
|
|
|
|
|
Adroit Adroit Financial Planning Limited ("Adroit") |
8,541 |
8,541 |
8,541 |
|
|
|
|
|
|
Total goodwill |
41,519 |
53,160 |
53,160 |
Each reporting period, Management review each CGU for impairment indicators. If impairment indicators are present, an impairment review is carried out. At the reporting date there were no indicators that the carrying amount of goodwill in relation to the Funds, Cornelian, Integrity, or Adroit CGUs should be impaired, therefore calculations regarding recoverability in respect of these CGUs have not been performed.
The prevailing macroeconomic environment and market volatility seen during the reporting period, had an impact on client sentiment and new business, whilst the higher interest rate environment resulted in higher outflows with client withdrawing funds to repay debt. This gave rise to impairment indicators in relation to the International CGU, that was recognised upon the acquisition of the Spearpoint business in 2012. Accordingly, an impairment review was carried out for this CGU, and based on a value-in-use calculation, the recoverable amount of the International CGU at 31 December 2023 did not support the carrying amount of the International CGU of £31,311,000. As a result, the International goodwill balance has been impaired by £11,641,000, leaving a goodwill balance of £9,602,000 at 31 December 2023.
The value-in-use calculation is based on a discounted cash flow model, with the key underlying assumptions being the discount rate, medium-term growth in earnings and FUM flows, and the long-term growth rate of the business. The revenue growth is forecast based on new business targets, expected outflows and estimated impact of market performance on FUM, multiplied by estimated fee yields. The period covered is five years and the forecasts are based on management's growth projections for the business based on its strategic objectives, taking into account historic performance and prevailing market and economic conditions. A pre-tax discount rate of 12% (FY23: 13%), based on the Group's assessment of the risk-free rate of interest and specific risks relating to Brooks Macdonald International. A 2% long-term growth rate has been applied which is considered prudent in the context of the long-term average growth rate for the industries in which the CGU operates.
Management believes the impairment to be a fair reflection of the underlying business valuation in the backdrop of current market conditions, net FUM outflows and the knock-on impact of revenue in the short term.
b) Computer software
Computer software costs are amortised on a straight-line basis over an estimated useful live (four to eight years). Costs incurred on internally developed computer software are initially recognised at cost and when the software is available for use the costs are amortised on a straight-line basis over an estimated useful life of four years. Capitalised costs incurred on the Group's partnership with SS&C to transform the Group's client and intermediary-facing processes, launch a digital onboarding solution and enhance the Group's operating platform are amortised on a straight-line basis over the remaining agreement length with SS&C of eight years from the start of amortisation in FY23, the estimated period the Group will generate positive economic benefit from the capitalised costs.
c) Acquired client relationship contracts
This asset represents the fair value of future benefits accruing to the Group from acquired client relationship contracts. The amortisation of client relationships is charged to the Condensed consolidated statement of comprehensive income on a straight-line basis over their estimated useful lives (6 to 20 years).
12. Property, plant and equipment
|
|
Leasehold improvements £'000 |
Fixtures, fittings and office equipment £'000 |
IT equipment £'000 |
Total £'000 |
|
Cost |
|
|
|
|
|
At 30 June 2022 |
2,688 |
741 |
1,246 |
4,675 |
|
Additions |
356 |
50 |
8 |
414 |
|
At 31 December 2022 |
3,044 |
791 |
1,254 |
5,089 |
|
Additions |
121 |
24 |
186 |
331 |
|
Disposals |
(19) |
(173) |
(474) |
(666) |
|
At 30 June 2023 |
3,146 |
642 |
966 |
4,754 |
|
Additions |
3 |
44 |
23 |
70 |
|
At 31 December 2023 |
3,149 |
686 |
989 |
4,824 |
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
|
At 30 June 2022 |
1,131 |
513 |
829 |
2,473 |
|
Depreciation charge |
246 |
50 |
98 |
394 |
|
At 31 December 2022 |
1,377 |
563 |
927 |
2,867 |
|
Depreciation charge |
289 |
52 |
89 |
430 |
|
Depreciation on disposals |
(19) |
(173) |
(474) |
(666) |
|
At 30 June 2023 |
1,647 |
442 |
542 |
2,631 |
|
Depreciation charge |
282 |
44 |
100 |
426 |
|
At 31 December 2023 |
1,929 |
486 |
642 |
3,057 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
At 30 June 2022 |
1,557 |
228 |
417 |
2,202 |
|
At 31 December 2022 |
1,667 |
228 |
327 |
2,222 |
|
At 30 June 2023 |
1,499 |
200 |
424 |
2,123 |
|
At 31 December 2023 |
1,220 |
200 |
347 |
1,767 |
13. Right-of-use assets
|
|
Cars £'000 |
Property £'000 |
Total £'000 |
|
Cost |
|
|
|
|
At 30 June 2022 |
328 |
9,425 |
9,753 |
|
Additions |
272 |
334 |
606 |
|
At 31 December 2022 |
600 |
9,759 |
10,359 |
|
Additions |
198 |
379 |
577 |
|
At 30 June 2023 |
798 |
10,138 |
10,936 |
|
Additions |
41 |
922 |
963 |
|
At 31 December 2023 |
839 |
11,060 |
11,899 |
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
At 30 June 2022 |
37 |
4,745 |
4,782 |
|
Depreciation charge |
67 |
847 |
914 |
|
At 31 December 2022 |
104 |
5,592 |
5,696 |
|
Depreciation charge |
91 |
820 |
911 |
|
At 30 June 2023 |
195 |
6,412 |
6,607 |
|
Depreciation charge |
109 |
951 |
1,060 |
|
At 31 December 2023 |
304 |
7,363 |
7,667 |
|
|
|
|
|
|
Net book value |
|
|
|
|
At 30 June 2022 |
291 |
4,680 |
4,971 |
|
At 31 December 2022 |
496 |
4,167 |
4,663 |
|
At 30 June 2023 |
603 |
3,726 |
4,329 |
|
At 31 December 2023 |
535 |
3,697 |
4,232 |
14. Financial instruments
The analysis of financial assets and liabilities into their categories as defined in IFRS 9 'Financial Instruments' is set out in the following table.
|
|
31 Dec 2023 (unaudited) £'000 |
31 Dec 2022 (unaudited) £'000 |
30 Jun 2023 (audited) £'000 |
|
Financial assets |
|
|
|
|
Financial assets at fair value through profit or loss: |
|
|
|
|
Investment in regulated OEICs |
871 |
786 |
825 |
|
Financial assets at fair value through other comprehensive income: |
|
|
|
|
Unlisted redeemable preference shares |
500 |
500 |
500 |
|
Financial assets at amortised cost: |
|
|
|
|
Trade and other receivables |
29,414 |
32,844 |
33,542 |
|
Cash and cash equivalents |
59,000 |
37,573 |
53,355 |
|
Total financial assets |
89,785 |
71,703 |
88,222 |
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
Financial liabilities at fair value through profit or loss: |
|
|
|
|
Deferred contingent consideration (Note 16) |
225 |
1,372 |
1,467 |
|
Financial liabilities at amortised cost: |
|
|
|
|
Trade and other payables |
21,358 |
15,286 |
22,521 |
|
Current tax liabilities |
423 |
128 |
645 |
|
Provisions (Note 17) |
906 |
1,403 |
1,322 |
|
Lease liabilities |
4,662 |
5,649 |
5,141 |
|
Other non-current liabilities |
869 |
400 |
783 |
|
Total financial liabilities |
28,443 |
24,238 |
31,879 |
The following table provides an analysis of the financial assets and liabilities that, subsequent to initial recognition, are measured at fair value. These are grouped into the following levels within the fair value hierarchy, based on the degree to which the inputs used to determine the fair value are observable:
• Level 1 - derived from quoted prices in active markets for identical assets or liabilities at the measurement date;
• Level 2 - derived from inputs other than quoted prices included within level 1 that are observable, either directly or indirectly; and
• Level 3 - derived from inputs that are not based on observable market data.
|
|
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|
Financial assets |
|
|
|
|
|
At 1 July 2022 |
784 |
- |
500 |
1,284 |
|
Net changes in fair value |
2 |
- |
- |
2 |
|
At 31 December 2022 |
786 |
- |
500 |
1,286 |
|
Additions |
30 |
- |
- |
30 |
|
Net changes in fair value |
9 |
- |
- |
9 |
|
At 30 June 2023 |
825 |
- |
500 |
1,325 |
|
Net changes in fair value |
46 |
- |
- |
46 |
|
At 31 December 2023 |
871 |
- |
500 |
1,371 |
|
|
|
|
|
|
|
Comprising: |
|
|
|
|
|
Financial assets at fair value through other comprehensive income |
- |
- |
500 |
500 |
|
Financial assets at fair value through profit and loss |
871 |
- |
- |
871 |
|
Total financial assets |
871 |
- |
500 |
1,371 |
At 31 December 2023, the Group held an investment of 500,000 redeemable £1 preference shares in an unlisted company incorporated in the UK. The preference shares carry an entitlement to a fixed preferential dividend at a rate of 4% per annum. Unlisted preference shares are classified as financial assets at fair value through other comprehensive income. They have been valued using a perpetuity income model, which is based upon the preference dividend cash flows.
The Group holds 500,000 shares in five of the SVS Cornelian Risk Managed Passive Funds. During the six months ended 31 December 2023, the Group recognised a gain on these investments of £36,000, resulting in a value at 31 December 2023 of £629,000 (31 December 2022: £588,000; 30 June 2023: £593,000).
The Group holds an investment in the Blueprint Multi Asset Fund range across the various models within the fund range. During the six months ended 31 December 2023, the Group recognised a gain on these investments of £10,000, resulting in a value at 31 December 2023 of £242,000 (31 December 2022: £198,000; 30 June 2023: £232,000).
|
|
Level 1 £'000 |
Level 2 £'000 |
Level 3 £'000 |
Total £'000 |
|
Financial liabilities |
|
|
|
|
|
At 1 July 2022 |
- |
- |
327 |
327 |
|
Additions |
- |
- |
1,026 |
1,026 |
|
Finance cost of deferred contingent consideration |
- |
- |
19 |
19 |
|
At 31 December 2022 |
- |
- |
1,372 |
1,372 |
|
Finance cost of deferred contingent consideration |
- |
- |
42 |
42 |
|
Additions |
- |
- |
214 |
214 |
|
Changes in fair value |
- |
- |
173 |
173 |
|
Payments made |
- |
- |
(334) |
(334) |
|
At 30 June 2023 |
- |
- |
1,467 |
1,467 |
|
Finance cost of deferred contingent consideration |
- |
- |
8 |
8 |
|
Cash consideration paid |
- |
- |
(625) |
(625) |
|
Shares issued as consideration (Note 19) |
- |
- |
(625) |
(625) |
|
At 31 December 2023 |
- |
- |
225 |
225 |
|
|
|
|
|
|
|
Comprising: |
|
|
|
|
|
Deferred contingent consideration (Note 16) |
- |
- |
225 |
225 |
|
Total financial liabilities |
- |
- |
225 |
225 |
Deferred contingent consideration is recognised at fair value through profit or loss and is valued using the net present value of the expected amounts payable based on management's forecasts and expectations. For more details see Note 16.
15. Deferred income tax
Deferred income tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. An analysis of the Group's deferred assets and deferred tax liabilities is shown below.
|
|
31 Dec 2023 (unaudited) |
||
|
|
UK £'000 |
CI £'000 |
Total £'000 |
|
Deferred tax assets |
|
|
|
|
Share-based payments |
2,189 |
- |
2,189 |
|
Trading losses carried forward |
- |
359 |
359 |
|
Dilapidations |
99 |
8 |
107 |
|
Accelerated capital allowances |
163 |
- |
163 |
|
Total deferred tax assets |
2,451 |
367 |
2,818 |
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
Intangible asset amortisation |
(6,460) |
(1,032) |
(7,492) |
|
Accelerated capital allowances on research and development |
(931) |
- |
(931) |
|
Total deferred tax liabilities |
(7,391) |
(1,032) |
(8,423) |
|
|
|
|
|
|
Net deferred tax liability |
(4,940) |
(665) |
(5,605) |
|
|
31 Dec 2022 (unaudited) |
||
|
|
UK £'000 |
CI £'000 |
Total £'000 |
|
Deferred tax assets |
|
|
|
|
Share-based payments |
2,984 |
- |
2,984 |
|
Trading losses carried forward |
- |
325 |
325 |
|
Dilapidations |
65 |
10 |
75 |
|
Accelerated capital allowances |
258 |
- |
258 |
|
Total deferred tax assets |
3,307 |
335 |
3,642 |
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
Intangible asset amortisation |
(7,713) |
(781) |
(8,494) |
|
Accelerated capital allowances on research and development |
(912) |
- |
(912) |
|
Total deferred tax liabilities |
(8,625) |
(781) |
(9,406) |
|
|
|
|
|
|
Net deferred tax liability |
(5,318) |
(446) |
(5,764) |
|
|
30 Jun 2023 (audited) |
||
|
|
UK £'000 |
CI £'000 |
Total £'000 |
|
Deferred tax assets |
|
|
|
|
Share-based payments |
2,333 |
- |
2,333 |
|
Trading losses carried forward |
- |
363 |
363 |
|
Dilapidations |
92 |
27 |
119 |
|
Accelerated capital allowances |
164 |
- |
164 |
|
Total deferred tax assets |
2,589 |
390 |
2,979 |
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
Intangible asset amortisation |
(7,404) |
(752) |
(8,156) |
|
Accelerated capital allowances on research and development |
(856) |
- |
(856) |
|
Total deferred tax liabilities |
(8,260) |
(752) |
(9,012) |
|
|
|
|
|
|
Net deferred tax liability |
(5,671) |
(362) |
(6,033) |
The gross movement on the deferred income tax account during the period was as follows:
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
At beginning of period |
(6,033) |
(4,957) |
(4,957) |
|
Additional liability on acquisition of client relationship intangible assets |
- |
(1,369) |
(1,520) |
|
Credit to the Condensed consolidated statement of comprehensive income |
286 |
319 |
779 |
|
Credit/(charge) recognised in equity |
142 |
243 |
(335) |
|
At end of period |
(5,605) |
(5,764) |
(6,033) |
The change in deferred income tax assets and liabilities during the period was as follows:
|
|
Share-based payments £'000 |
Trading losses carried forward £'000 |
Dilapidations £'000 |
Accelerated capital allowances £'000 |
Total £'000 |
|
Deferred tax assets |
|
|
|
|
|
|
At 1 July 2022 |
2,667 |
133 |
65 |
137 |
3,002 |
|
Over provision in prior years |
- |
125 |
- |
- |
125 |
|
Charge to the Condensed consolidated statement of comprehensive income |
74 |
67 |
10 |
121 |
272 |
|
Credit to equity |
243 |
- |
- |
- |
243 |
|
At 31 December 2022 |
2,984 |
325 |
75 |
258 |
3,642 |
|
Over provision in prior years |
- |
49 |
- |
- |
49 |
|
(Charge)/credit to the Condensed consolidated statement of comprehensive income |
(73) |
(11) |
44 |
(94) |
(134) |
|
Charge to equity |
(578) |
- |
- |
- |
(578) |
|
At 30 June 2023 |
2,333 |
363 |
119 |
164 |
2,979 |
|
Charge to the Condensed consolidated statement of comprehensive income |
(286) |
(4) |
(12) |
(1) |
(303) |
|
Credit to equity |
142 |
- |
- |
- |
142 |
|
At 31 December 2023 |
2,189 |
359 |
107 |
163 |
2,818 |
|
|
31 Dec 2023 (unaudited) £'000 |
31 Dec 2022 (unaudited) £'000 |
30 Jun 2023 (audited) £'000 |
|
Deferred tax assets |
|
|
|
|
Deferred tax assets to be settled after more than one year |
1,861 |
2,031 |
1,198 |
|
Deferred tax assets to be settled within one year |
957 |
1,611 |
1,781 |
|
Total deferred tax assets |
2,818 |
3,642 |
2,979 |
The carrying amount of the deferred tax asset is reviewed at each reporting date and is only recognised to the extent that it is probable that future taxable profits of the Group will allow the asset to be recovered.
|
|
Accelerated capital allowances on research and development £'000 |
Intangible asset amortisation £'000 |
Total £'000 |
|
Deferred tax liabilities |
|
|
|
|
At 1 July 2022 |
389 |
7,570 |
7,959 |
|
Additional liability on acquisition of client-relationship intangible assets |
- |
1,369 |
1,369 |
|
Charge/(credit) to the Condensed consolidated statement of comprehensive income |
523 |
(445) |
78 |
|
At 31 December 2022 |
912 |
8,494 |
9,406 |
|
Additional liability on acquisition of client-relationship intangible assets |
- |
151 |
151 |
|
Credit to the Condensed consolidated statement of comprehensive income |
(640) |
(489) |
(1,129) |
|
Over provision in prior years |
584 |
- |
584 |
|
At 30 June 2023 |
856 |
8,156 |
9,012 |
|
Charge/(credit) to the Condensed consolidated statement of comprehensive income |
75 |
(664) |
(589) |
|
At 31 December 2023 |
931 |
7,492 |
8,423 |
|
|
31 Dec 2023 (unaudited) £'000 |
31 Dec 2022 (unaudited) £'000 |
30 Jun 2023 (audited) £'000 |
|
Deferred tax liabilities |
|
|
|
|
Deferred tax assets to be settled after more than one year |
7,836 |
8,522 |
7,777 |
|
Deferred tax assets to be settled within one year |
587 |
884 |
1,235 |
|
Total deferred tax liabilities |
8,423 |
9,406 |
9,012 |
16. Deferred contingent consideration
Deferred contingent consideration is split between non-current liabilities and current liabilities to the extent that it is due to be paid within one year of the reporting date. It reflects the Directors' best estimate of amounts payable in the future in respect of certain client relationships and subsidiary undertakings that were acquired by the Group. Deferred contingent consideration is measured at its fair value based on discounted expected future cash flows. The movements in the total deferred contingent consideration balance during the current and comparative periods were as follows:
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
At beginning of period |
1,467 |
327 |
327 |
|
Additions |
- |
1,026 |
1,240 |
|
Finance cost of deferred contingent consideration |
8 |
19 |
61 |
|
Fair value adjustments |
- |
- |
173 |
|
Cash consideration paid |
(625) |
- |
(334) |
|
Shares issues as consideration |
(625) |
- |
- |
|
At end of period |
225 |
1,372 |
1,467 |
|
|
|
|
|
|
Analysed as: |
|
|
|
|
Amounts falling due within one year |
225 |
333 |
1,467 |
|
Amounts falling due after more than one year |
- |
1,039 |
- |
|
At end of period |
225 |
1,372 |
1,467 |
During the six months ended 31 December 2022, the Group completed the Integrity acquisition (Note 8) and part of the consideration is to be deferred over a period of three years. The deferred contingent consideration was payable at the end of November 2025 based on the future revenue of the business acquired and the estimated fair value of the deferred contingent consideration at acquisition was £1,026,000. In April 2023 the Group acquired an additional client book, with part of the consideration to be deferred over a one-year period. The estimated fair value of the deferred contingent consideration at acquisition was £214,000. The Integrity Wealth Solutions deferred contingent consideration was renegotiated at 30 June 2023, and it was agreed that £1,250,000 was to be paid to the vendors of Integrity Wealth Solutions, settled in cash of £625,000 and Brooks Macdonald Group plc shares valued at £625,000. As a result, a change in fair value of the contingent consideration of £173,000 was recognised after 30 June 2023. This revised deferred contingent consideration was settled during the six months ended 31 December 2023.
Deferred contingent consideration is classified as Level 3 within the fair value hierarchy, as defined in Note 14.
17. Provisions
|
|
Client compensation £'000 |
Regulatory levies £'000 |
Leasehold dilapidations £'000 |
Tax- related £'000 |
Total £'000 |
|
At 30 June 2022 |
112 |
386 |
367 |
280 |
1,145 |
|
Charged to the Condensed consolidated |
809 |
34 |
55 |
- |
898 |
|
Utilised during the period |
(222) |
(418) |
- |
- |
(640) |
|
At 31 December 2022 |
699 |
2 |
422 |
280 |
1,403 |
|
Charged to the Condensed consolidated |
(230) |
205 |
205 |
- |
180 |
|
Utilised during the period |
(219) |
(40) |
(2) |
- |
(261) |
|
At 30 June 2023 |
250 |
167 |
625 |
280 |
1,322 |
|
Charged to the Condensed consolidated |
219 |
- |
45 |
- |
264 |
|
Utilised during the period |
(321) |
(167) |
(192) |
- |
(680) |
|
At 31 December 2023 |
148 |
- |
478 |
280 |
906 |
|
|
|
|
|
|
|
|
Analysed as: |
|
|
|
|
|
|
Amounts falling due within one year |
148 |
- |
216 |
280 |
644 |
|
Amounts falling due after more than one year |
- |
- |
262 |
- |
262 |
|
Total provisions |
148 |
- |
478 |
280 |
906 |
a) Client compensation
Client compensation provisions relate to the potential liability arising from client complaints against the Group. Complaints are assessed on a case-by-case basis and provisions for compensation are made where judged necessary. The amount recognised within provisions for client compensation represents management's best estimate of the potential liability. The timing of the corresponding outflows is uncertain as these are made as and when claims arise.
b) Regulatory levies
At 31 December 2023 provisions include an amount of £nil (at 31 December 2022: £2,000; at 30 June 2023: £167,000) in respect of expected levies by the Financial Services Compensation Scheme ("FSCS").
c) Leasehold dilapidations
Leasehold dilapidations relate to dilapidation provisions expected to arise on leasehold premises held by the Group, and monies due under the contract with the assignee of leases on the Group's leased properties. The non-current leasehold dilapidations provision relate to expected economic outflow at the end of lease terms, with the longest lease term ending in four years from the Condensed consolidated statement of financial position date.
d) Tax-related
Tax-related provisions relate to voluntary disclosures made by the Group to HM Revenue and Customs ("HMRC") following an input VAT review carried out by the Group during FY22.
18. Reconciliation of operating profit to net cash inflow from operating activities
|
|
Six months ended 31 Dec 2023 (unaudited) £'000 |
Six months ended 31 Dec 2022 (unaudited) £'000 |
Year ended 30 Jun 2023 (audited) £'000 |
|
|
|||
|
Operating profit before tax |
9,374 |
9,623 |
21,408 |
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
- Depreciation of property, plant and equipment |
426 |
394 |
824 |
|
- Depreciation of right-of-use assets |
1,060 |
914 |
1,825 |
|
- Amortisation of intangible assets |
3,673 |
3,258 |
6,832 |
|
- Other (losses)/gains - net |
(46) |
(2) |
162 |
|
- Decrease/(increase) in receivables |
4,128 |
(1,193) |
(2,215) |
|
- Decrease in payables |
(1,163) |
(9,004) |
(1,526) |
|
- Decrease in provisions |
(416) |
(258) |
(147) |
|
- Increase/(decrease) in other non-current liabilities |
86 |
(170) |
244 |
|
- Share-based payments charge |
1,757 |
1,953 |
2,686 |
|
Net cash inflow from operating activities |
18,879 |
5,515 |
30,093 |
19. Share capital and share premium
The movements in share capital and share premium during the six months ended 31 December 2023 were as follows:
|
|
Number of shares |
Exercise price p |
Share £'000 |
Share premium £'000 |
Total £'000 |
|
At 30 June 2022 |
16,205,542 |
|
162 |
79,141 |
79,303 |
|
Shares issued: |
|
|
|
|
|
|
- to Sharesave Scheme |
7,130 |
1,922.5 - 2,250.0 |
- |
100 |
100 |
|
- of consideration for the acquisition of Integrity |
52,084 |
1,920.0 |
1 |
999 |
1,000 |
|
At 31 December 2022 |
16,264,756 |
|
163 |
80,240 |
80,403 |
|
Shares issued: |
|
|
|
|
|
|
- on exercise of options |
1,866 |
1,629.8 - 2,260.0 |
- |
30 |
30 |
|
- to Sharesave Scheme |
133,041 |
1,400.0 - 2,300.0 |
1 |
1,560 |
1,561 |
|
At 30 June 2023 |
16,399,663 |
|
164 |
81,830 |
81,994 |
|
Shares issued: |
|
|
|
|
|
|
- on exercise of options |
2,067 |
1,900.0 |
- |
30 |
30 |
|
- to Sharesave Scheme |
10,914 |
1,172.0 - 1,704.0 |
- |
132 |
132 |
|
- for deferred contingent consideration |
28,748 |
21,740.0 |
- |
625 |
625 |
|
At 31 December 2023 |
16,441,392 |
|
164 |
82,617 |
82,781 |
The total number of ordinary shares issued and fully paid at 31 December 2023 was 16,441,392 (at 31 December 2022: 16,264,756; at 30 June 2023: 16,399,663).
Employee Benefit Trust
The Group established an Employee Benefit Trust ("EBT") on 3 December 2010 to acquire ordinary shares in the
Company to satisfy awards under the Group's Long-Term Incentive Scheme ("LTIS") and Long-Term Incentive Plan
("LTIP"). At 31 December 2023, the EBT held 505,815 (at 31 December 2022: 552,889; at 30 June 2023: 552,633) 1p ordinary shares in the Company, acquired for a total consideration of £18,200,000 (at 31 December 2022: £15,900,000; at 30 June 2023: £16,950,000) with a market value of £9,509,000 (at 31 December 2022: £11,700,000; at 30 June 2023: £11,633,000). They are classified as treasury shares in the Condensed consolidated statement of financial position, with their cost being deducted from retained earnings within shareholders' equity.
20. Equity-settled share-based payments
Share options granted during the six months ended 31 December 2023 under the Group's equity-settled share-based payment schemes were as follows:
|
|
Exercise price p |
Fair value p |
Number of options |
|
Long Term Incentive Plan |
- |
1,514 - 1,649 |
203,739 |
No options were granted in respect of the Company's other equity-settled share-based payment schemes during the six months ended 31 December 2023. The charge to the Condensed consolidated statement of comprehensive income for the six months ended 31 December 2023 in respect of all equity settled share-based payment schemes was £1,757,000 (six months ended 31 December 2022: £1,953,000; year ended 30 June 2023: £2,686,000).
21. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, are eliminated on consolidation. The Company's individual financial statements include the amounts attributable to subsidiaries. These amounts are disclosed in aggregate in the relevant company financial statements and in detail in the following table:
|
|
Amounts owed by/(to) related parties |
||
|
|
31 Dec 2023 (unaudited) £'000 |
31 Dec 2022 (unaudited) £'000 |
30 Jun 2023 (audited) £'000 |
|
Brooks Macdonald Asset Management Limited |
(223) |
1,471 |
239 |
|
Brooks Macdonald Asset Management (International) Limited |
(28) |
(90) |
83 |
|
Brooks Macdonald Funds Limited |
(900) |
(900) |
(900) |
|
Brooks Macdonald Financial Consulting Limited |
- |
(34) |
- |
All of the above amounts are interest-free and repayable on demand.
22. Guarantees and contingent liabilities
In the normal course of business, the Group is exposed to certain legal and regulatory issues, which, in the event of a dispute, could develop into litigious proceedings and, in some cases, may result in contingent liabilities. Similarly, a contingent liability may arise in the event of a finding in respect of the Group's tax affairs, including the accounting for VAT, which could result in a financial outflow and/or inflow from the relevant tax authorities.
A claim for unspecified losses has been made by a client against Brooks Macdonald Financial Consulting Limited, a subsidiary of the Group, in relation to alleged negligent financial advice. The claimant has not yet advised the quantum of their claim so it is not possible to reliably estimate the potential impact of a ruling in their favour. There remains significant uncertainty surrounding the claim and the Group's legal advice indicates that it is not probable that the claim will be upheld; therefore no provision for any liability has been recognised at this stage.
As at 31 December 2023, there are no claims issued against the Group in relation to the legacy matters as previously announced in 2017. The Group continues to recognise a contingent liability in relation to the possibility that one or more of a small number of clients might seek to claim against the Group on this matter.
Brooks Macdonald Asset Management Limited, a subsidiary company of the Group, has an agreement with the Royal Bank of Scotland plc to guarantee settlement for trading with CREST stock on behalf of clients. The Group holds client assets to fund such trading activity.
23. Principal risks and uncertainties
The principal risks and uncertainties facing the Group are in line with those disclosed and included within the Group's Annual Report and Accounts for the year ended 30 June 2023.
24. Events since the end of the period
No material events have occurred between the reporting date and the date of signing the Condensed consolidated financial statements.
Non-IFRS financial information
Non-IFRS financial information or Alternative Performance Measures ("APMs") are used as supplemental measures in monitoring the performance of the Group. The adjustments applied to IFRS measures to compute the Group's APMs excludes income and expense categories which are deemed of a non-recurring nature or a non-cash operating item. The Board considers the disclosed APMs to be an appropriate reflection of the Group's performance and considered appropriate for external analyst coverage and peer group benchmarking.
The Group follows a rigorous process in determining whether an adjustment should be made to present an Alternative Performance Measure compared to IFRS measures. For an adjustment to be excluded from underlying profit as an Alternative Performance Measure compared to statutory profit, it must initially meet at least one of the following criteria:
• It is unusual in nature, e.g. outside the normal course of business and operations.
• It is a significant item, which may be recognised in more than one accounting period.
• It has been incurred as a result of either an acquisition, disposal or a company restructure process.
The Group uses the below APMs:
|
APM |
Equivalent IFRS measure |
Definition and purpose |
|
Underlying profit before tax |
Statutory profit before tax |
Calculated as profit before tax excluding income and expense categories which are deemed of a non-recurring nature or a non-cash operating item. It is considered by the Board to be an appropriate reflection of the Group's performance and considered appropriate for external analyst coverage and peer group benchmarking. |
|
Underlying tax charge |
Statutory tax charge |
Calculated as the statutory tax charge, excluding the tax impact of the adjustments excluded from underlying profit. See Note 7 Taxation |
|
Underlying earnings/ Underlying profit after tax |
Total comprehensive income |
Calculated as underlying profit before tax less the underlying tax charge. See Note 9 for a reconciliation of underlying profit after tax and statutory profit after tax. |
|
Underlying profit margin before tax |
Statutory profit margin before tax |
Calculated as underlying profit before tax over revenue for the period. This is another key metric assessed by the Board and appropriate for external analyst coverage and peer group benchmarking. |
|
Underlying basic earnings per share |
Statutory basic earnings per share |
Calculated as underlying profit after tax divided by the weighted average number of shares in issue during the period. This is a key management incentive metric and is a measure used within the Group's remuneration schemes. See Note 9 Earnings per share. |
|
Underlying diluted earnings per share |
Statutory diluted earnings per share |
Calculated as underlying profit after tax divided by the weighted average number of shares in issue during the period, including the dilutive impact of future share awards. This is a key management incentive metric and is a measure used within the Group's remuneration schemes. See Note 9 Earnings per share. |
|
Underlying costs |
Statutory costs |
Calculated as total administrative expenses, other net gains/(losses), finance income and finance costs and excluding income and expense categories which are deemed of a non-recurring nature or a non-cash operating item. This is a key measure used in calculating underlying profit before tax. |
|
Segmental underlying profit before tax |
Segmental statutory profit before tax |
Calculated as profit before tax excluding income and expense categories which are deemed of a non-recurring nature or a non-cash operating item for each segment. See Note 3 Segmental information. |
|
Segmental underlying profit before tax margin |
Segmental statutory profit before tax margin |
Calculated as segmental underlying profit before tax over segmental revenue. |
|
Own Funds Capital Adequacy Ratio |
N/A |
Calculated as the Group's total regulatory resources relative to its Fixed Overhead requirement. |
Further information
Financial calendar
|
Interim results announced |
7 March 2024 |
|
Ex-dividend date for interim dividend |
14 March 2024 |
|
Record date for interim dividend |
15 March 2024 |
|
Payment date of interim dividend |
16 April 2024 |
Cautionary statement
The Interim Report and Accounts for the six months ended 31 December 2023 has been prepared to provide information to shareholders to assess the current position and future potential of the Group. The Interim Report and Accounts contains certain forward-looking statements concerning the Group's financial condition, operations and business opportunities. These forward-looking statements involve risks and uncertainties that could impact the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Group operates and differ materially from the impression created by the forward-looking statements. Any forward-looking statement is made using the best information available to the Directors at the time of their approval of this report. Past performance cannot be relied on as a guide to future performance.