Annual Financial Report

ABERFORTH SMALLER COMPANIES TRUST plc Audited Final Results for the year to 31 December 2010 The following is an extract from the Company's Annual Report and Accounts for the year to 31 December 2010. The Annual Report is expected to be posted to shareholders on 31 January 2011. Members of the public may obtain copies from Aberforth Partners LLP, 14 Melville Street, Edinburgh EH3 7NS or from its website at www.aberforth.co.uk. This will shortly be available for inspection at the authority's document viewing facility at 25 The North Colonnade, Canary Wharf, London, E14 5HS. FEATURES Net Asset Value Total Return +26.6% Benchmark Index Total Return +28.5% Ordinary Share Price Total Return +22.8% Second Interim Dividend maintained at 13p per Share The objective of Aberforth Smaller Companies Trust plc (ASCoT) is to achieve a net asset value total return (with dividends reinvested) greater than on the RBS Hoare Govett Smaller Companies Index (excluding Investment Companies) over the long term. ASCoT is managed by Aberforth Partners LLP. CHAIRMAN'S STATEMENT TO SHAREHOLDERS Review of 2010 Performance 2010 has been another good year for UK equities. The FTSE 100 gave a total return (including reinvested dividends) of 12.6%, while the FTSE All-Share returned 14.5% and the FTSE Small Cap total return index (excluding investment companies) rose 16.9%. The return on your Company's shares, with dividends reinvested, was 22.8%, while your Company's net asset value total return was 26.6%. This was surpassed by the performance of your Company's investment benchmark, the RBS Hoare Govett Smaller Companies Index (excluding investment companies) (RBS HGSC (XIC)) which gave a return of 28.5%. The Managers' Report below provides further information on the current year's performance, including the reasons for the underperformance against benchmark. It also provides Shareholders with greater insight into what has undoubtedly been an extremely frustrating five year period for relative performance, particularly when set against the longer term returns. Continuation Vote In viewing the table on page 18, your Board is acutely conscious of the disappointing five year numbers sitting alongside the excellent long term numbers. It is against this backdrop that your Board has carefully considered its recommendation ahead of the three yearly continuation vote in March 2011. In addition to the Shareholder meetings undertaken by the Managers, your Board has sought, and received, feedback from Shareholders. As a Board, we strongly believe that the Company's long term performance has benefited from the management features offered by Aberforth Partners. Wholly owned by its partners, Aberforth Partners continues to specialise solely in investment in small UK quoted companies. The experienced investment personnel are also significant investors in your Company and have delivered a level of continuity few in the broader investment trust sector can rival. Aberforth Partners also brings with it a consistent investment approach around the value investing style. These are truly torrid times for value investing. As the Managers' Report demonstrates in greater detail, value investing within the UK, and especially the UK smaller companies sector, has never been so out of favour over your Company's history. Not only is the value style performing as poorly as it did during the TMT millennium bubble, but it has done so for a longer period than was the case back then. Investment styles wax and wane but there can be little doubt that growth and (in most years) momentum have truly held the upper hand over the past five years. Indeed, the experience in 2010 would suggest that this trend is intensifying. However, as any stockmarket investor is acutely aware, no investment style continues unchecked indefinitely. As value investors, we believe that eventually, "true value will out". And certainly, for patient investors, the smaller companies/value style segment has outperformed all others over the longer run. Your Board believes that investment style has been the overwhelming influence behind your Company's under-performance against the benchmark. But, during such a difficult period for value investing, it was almost inevitable that a "perfect storm" might arrive. It did so in the shape of the exceptional benchmark index rebalancing in 2009. Last year's Annual Report covered in detail the impact of the 40 "Fallen Stars" that entered the RBS HGSC benchmark at the start of 2009. These were once-large companies characterised by high levels of debt and sizeable pension deficits. Had economic recovery been delayed, many of them would likely not have survived. Nevertheless, when the market recovered sharply in 2009, these high risk companies performed extremely well, and the Company's exposure to them was limited. While this was detrimental to relative capital performance, many of these companies went on to make dividend cuts. Suffice it to say that the Company has a much rosier outlook with regard to future growth in dividends to Shareholders. Your Company's policy is to hold a continuation vote every three years. Since the last vote three years ago, your Company's net asset value return has underperformed its benchmark. However, on the brighter side, it is worth noting that over this same period, the net asset value return has exceeded the total return on the FTSE All Share index and has been appreciably larger than the return on the FTSE Small Cap XIC index. Furthermore, the return to investors, as measured by your Company's share price return, with dividends reinvested, very nearly matched the return on the RBS HGSC index. Under-performance is never an enjoyable experience but, in reviewing the past three and five years, the Directors have carried out extensive analysis, and have a comprehensive understanding of the factors behind the numbers. They have spent much time reviewing the investment process with the Managers, and continue to have full confidence in the professionalism of Aberforth Partners. As the Managers' Report highlights, the portfolio is well populated with soundly financed companies selling on attractive valuations. Your Company is a large, liquid trust, following a consistent value style, with outstanding long run performance. It occupies an important place in the market and in the opportunity set available to investors. As a consequence, your Board recommends that Shareholders vote in favour of your Company's continuation. Your Directors intend to do so in respect of their aggregate beneficial holdings of 135,425 Ordinary Shares. Dividends Alas, your Board is neither able, nor naïve enough, to attempt to call the shift in investment styles, but perhaps the improvement we are seeing in dividends from the companies in the portfolio offers some cause for optimism. Your Board is pleased to declare a second interim dividend, in effect a final dividend, of 13p per share. This results in total dividends for the year of 19p which is the same as last year. In last year's Chairman's Statement, my predecessor cautiously forecast that investment income from the portfolio might witness a "further modest decline" during 2010. Encouragingly, investment income has surprised on the upside, growing by a healthy 7.4%. Earnings per share for the year were 18.1p, considerably higher than had been anticipated at the beginning of the year, thereby resulting in a minimal 0.9p per share draw on revenue reserves to maintain the current dividend. The Managers' Report provides Shareholders with greater detail on what has been an excellent year for dividends. Your Board has always emphasised the importance of the income element of the total return from equities over the long term. Your Company's dividend per share has increased on average by 8.2% p.a. and 7.9% p.a. over the past ten and twenty years respectively, and has been a key component in delivering the long term record. As we enter 2011, I am optimistic about your Board's ability to resume this record of increasing the dividend paid to Shareholders. Gearing As you are aware, it has been your Company's policy to use gearing in a tactical manner during its twenty year history. The current gearing was put in place progressively from mid-2008 and has thus far been beneficial to Shareholders. As at 31 December 2010, your Company was utilising £52 million of the £75 million facility provided by The Royal Bank of Scotland plc. As the Managers' Report covers in more detail, the current valuation levels are supportive of the maintenance of a geared position. Your Board and Managers are already in discussion regarding the replacement or rollover of the existing facility in July 2011. I hope that the improvement we have seen in the financial sector will be reflected in the terms of our new facility. We have already seen some evidence of this through improved terms that the Managers have agreed with the lender for the existing facility. This facility, which represents 10.5% of Shareholders' funds, provides the Company with access to liquidity for investment purposes and also to fund share buy-ins as and when appropriate. Share Buy-In Authority and Treasury Shares At the Annual General Meeting in March 2010, the authority to buy-in up to 14.99% of your Company's Ordinary Shares was approved. During the year, 500,208 Ordinary Shares have been bought-in at a total cost of £2.746 million. Consistent with your Board's stated policy, those Ordinary Shares have been cancelled rather than held in treasury. Once again, your Board will be seeking to renew the buy-in authority at the Annual General Meeting on 2 March 2011. The Board keeps under constant review the circumstances under which the authority is utilised in relation to the overall objective of seeking to sustain a low discount. Board Changes Marco Chiappelli, who has been a Director for over nine years, will not be standing for re-election at the forthcoming Annual General Meeting. We are extremely grateful to Marco for his sound advice and wise counsel, and for his outstanding contribution as Chairman of the Audit Committee for the last seven years. David Jeffcoat succeeds Marco as Chairman of the Committee. We wish Marco all the very best for the future. Conclusion 2010 has seen a continuing recovery in the share prices of UK smaller companies from the depths of the fourth quarter of 2008. While bad news over-populates the nation's media, there is undoubtedly a good news story to be told about corporates. UK equity investors are enjoying the fruits of that as the Managers highlight in their report. Small UK quoted companies are very much part of that story. A strong financial position, coupled with the diligent management of costs during recent years, is allowing them to reward shareholders through rising dividends as the business cycle slowly recovers from the global financial crisis. The prospects of rising dividends from investee companies - and hence for our own Shareholders - will hopefully herald a return in the market to a focus on value, which in turn will lead to an improvement in your Company's relative performance. In this regard the outperformance versus the benchmark in the second half of 2010 is an encouraging first step. Your Board remains confident that the Managers' experience will continue to benefit your Company over the long term. Professor Paul Marsh Chairman 26 January 2011 MANAGERS' REPORT Introduction Small UK quoted companies performed well in 2010, with the RBS Hoare Govett Smaller Companies Index (excluding Investment Companies) (RBS HGSC (XIC) or the benchmark) securing a total return of 28.5%. A good close to the year took the benchmark above its previous peak in total return terms, which was set on 1 June 2007. Large companies, as measured by the FTSE All-Share, achieved a 14.5% total return. ASCoT's NAV total return was 26.6%, higher than that of large companies but below that of the benchmark. The strong gains enjoyed by equity markets over the past two years have been driven by three factors. Early 2009 witnessed a powerful "relief rally". The valuations of a significant number of UK businesses reflected the risk of bankruptcy. However, a series of rights issues served to recapitalise these companies and, by extending the investment horizon, to breathe life into their valuations. Despite this rally, corporate profits continued to decline through most of 2009 as revenues came under recessionary pressure. However, management teams reacted promptly with deep restructuring programmes. Thus, when revenues troughed late in 2009 and began to grow again in 2010, margins recovered sharply, allowing a surprising number of businesses to exceed their previous peak profit levels in 2010 - a remarkable feat when viewed in the context of the global financial crisis. Concurrently, monetary policy has remained extremely accommodative and indeed has proceeded to embrace the unconventional measures termed as "quantitative easing". As central banks have made direct purchases of government debt, bond yields have moved downwards: in the UK, for example, ten year gilt yields declined from 4.0% to 3.4% over the course of 2010. With government bond yields forming the risk free basis of the discount rates used to value equities, equity valuations may be considered to have benefited. Investment Background However, the year under review was punctuated by bouts of concern about the sustainability of recovery, notably in May and June, when the RBS HGSC (XIC) declined by 10%. Some of the challenges confronting equity markets are described in the following paragraphs. Western economies have depended on emerging markets in general and China in particular as sources of demand growth through recession and the initial stages of recovery. However, this reliance on economic imbalances can play both ways. Inflationary pressures in the emerging world are manifest in renewed commodity price rises. Of course, higher commodity prices apply too to Western economies, which would also be affected should policymakers in the emerging world move to quell the threat of inflation. Moving forward, China's commitment to its mercantilist growth agenda will be pivotal. In contrast to the inflationary issues in emerging markets, the focus in the developed world has been on the robustness of recovery and the risk of the notorious double-dip. In the US, the recovery has seen GDP return close to its peak level at the end of 2007. Nevertheless, there is concern about pressures on the US consumer sector, which has driven recoveries from earlier recessions. News on housing and employment has been mixed and has generated considerable short term stockmarket noise. However, the extension of the Bush administration's tax cuts provides some relief and, cliché though it is, writing off the US consumer is dangerous. Europe has been the frequent focus of worries, with first Greece and then Ireland raising questions about the viability of the single currency. The markets were still digesting the implications of the Irish bail-out as the year drew to a close, but it is difficult to believe that sovereign debt concerns in the euro zone will be confined to 2010 or to Greece and Ireland. It is not all bad news, however: the export led economies of Northern Europe - notably Germany - are together much larger than the troubled "PIGS" and are benefiting from the euro's 7% decline against the dollar in 2010. In common with many Western economies, with the notable exception to date of the US, the UK has embraced fiscal austerity. Indeed, the coalition government's plans for public sector retrenchment are among the most drastic yet announced. This has polarised opinion among economists, including members of the Bank of England's Monetary Policy Committee, between those who see a looming inflationary threat in persistently high CPI data and those who identify lingering deflationary forces undermining the recovery. It is too early to judge the merits of the coalition's experiment. However, the key to its success lies in the ability of the corporate sector to take up the strain as the public sector deficit narrows. In this, the consumer sector may be seen as the wild card: its proclivity to save will be influenced by its perceptions of the success of present economic policy. Fortunately, the UK's corporate sector is in remarkably good shape, a characteristic shared with other Western economies. British non-financial companies have in aggregate generated cash, since the first quarter of 2002. Thus, businesses on the whole were well prepared for the downturn. And balance sheets have been further strengthened by cost cutting actions and the subsequent pick-up in profitability. However, companies have not yet proved willing to translate their financial wellbeing into the meaningful pick-up in investment that will ease the economy's reliance on the public sector and sustain overall economic growth. Private sector investment has recovered from its recessionary nadir but remains well below its levels in the years leading up to the credit crunch. So management teams now find themselves with an intriguing question - what to do with their robust balance sheets. From the point of view of an equity investor, this is not an unpleasant conundrum. Investment Performance ASCoT's 26.6% NAV total return in 2010 was below the 28.5% achieved by its benchmark. This result continues a frustrating period of relative performance that can be traced back to 2005. The following paragraphs provide some explanation for 2010's performance and also draw out themes that help put the longer term into context. The concluding section of the report, Investment Outlook, then seeks to outline why your Managers believe that the portfolio is well positioned to generate an improvement in relative performance over the next five years. Your Managers have consistently adhered to a value investment style over the past 20 years. As a consequence, there have been periods, most notoriously during the TMT boom at the turn of the century, in which relative performance was poor, but overall this value philosophy has assisted ASCoT's returns. The last five years, including 2010, have been extremely adverse for the value style, favouring instead growth and momentum investors. This has been less headline-grabbing than was the case during the TMT boom, but research conducted by the London Business School suggests that the current bear market for value stocks has been as deep and more prolonged. This research shows that value stocks within the RBS HGSC (XIC) under-performed the benchmark as a whole by 10.8 percentage points in 2010 and by 34.0 percentage points over the last five years. Though not insurmountable through good stock selection, this has represented a major headwind to the value investor. A related impact is that of size. It may seem strange for a small cap manager to alight on this influence, but the RBS HGSC (XIC), which represents the bottom 10% of the total market capitalisation of the UK stockmarket, now takes in a significant portion of the FTSE 250 index. Indeed, with the largest company in the benchmark boasting a market capitalisation of £1.3bn, mid cap companies account for over 72% of the total value of the RBS HGSC (XIC). In contrast, ASCoT's portfolio has moved steadily more under-weight the FTSE 250 component of the benchmark over the past five years to the extent that its exposure stood at 44% at the end of 2010. This has proved ill-timed: the FTSE 250 has outstripped the FTSE SmallCap by 58% over the past five years, including out-performance of 12% in 2010. There are several factors that may have contributed to the substantially better returns from the "larger small" companies. A precise quantification is difficult but your Managers maintain that they have not had to compromise in terms of fundamentals, such as growth and profitability, when investing in the "smaller small" companies. The more significant influence has been on a technical level. Mid caps have benefited from rising trading volumes and stockmarket liquidity over the past decade, as hedge funds and long-only managers sought to diversify risk within portfolios dominated by larger companies. In this process, "smaller small" companies were left behind, exaggerating the customary discount that reflects their lower liquidity. It is this widening discount, which amounted to 20% on a forward PE basis at the end of the year, that your Managers have been seeking to exploit in reallocating capital from "larger small" companies to "smaller small" companies. The following table is an attribution analysis, setting out the various contributions to ASCoT's relative NAV performance through 2010. For the twelve months ended 31 December 2010 Basis points Stock selection (255) Sector selection (41) ---- Attributable to the portfolio of investments, based on mid prices (296) (after transaction costs of 54 basis points) Movement in mid to bid price spread 18 Cash/gearing 171 Purchase of ordinary shares 9 Management fee (82) Other expenses (8) ---- Total attribution based on bid-prices (188) ---- Note: 100 basis points = 1%. Total Attribution is the difference between the total return of the NAV and the Benchmark Index (i.e. NAV = 26.61%; Benchmark Index = 28.49%; difference is -1.88% being -188 basis points). Overall sector selection made a small negative contribution to relative performance. One of the stockmarket's strongest themes over recent years, and one that has intensified during the recovery phase, has been the out-performance of businesses with high exposure to emerging markets, which continued to grow while the developed markets languished. This trend has benefited the commodity sectors and capital goods companies. The portfolio was under-weight in commodity sectors: the companies available within the benchmark often have valuations that are highly dependent on the resilience of underlying commodity prices and, at an early stage of development, tend to consume cash. Compensating for this positioning was the portfolio's large over-weighting in capital goods, which benefit from similar demand drivers but which also boast more attractive cash dynamics. However, the stockmarket's fondness for this emerging markets trade opened up sizeable valuation differentials with domestically oriented businesses. Consistent with their value investment disciplines, your Managers therefore moved capital into sectors such as Media and General Retailers through the year. Stock selection made a negative contribution. This impact should be assessed within the context of the comment on investment style made above. Within each sector, your Managers' value investment philosophy tends to drive capital into stocks sitting on lower valuations. This does not mean that the quality of the underlying business or its growth prospects are ignored. It does mean that in the trade-off of value and growth, your Managers will, as they always have, emphasise the former. However, the stockmarket, as already described, has preferred those businesses with higher growth profiles in the current environment of economic uncertainty: i.e. genuine growth has attracted a scarcity premium. This dynamic has exaggerated the "value stretch" within the benchmark: the relatively narrow band of companies perceived to have reliable growth prospects has seen its premium to the apparently dreary majority expand. The strong absolute returns from ASCoT's portfolio meant that its gearing enhanced NAV performance over 2010. While many of the companies in which ASCoT invests might be described as out of fashion for the present mood of the stockmarket, their underlying performance has been robust, consistent with the benefits of economic recovery and rapid cost cutting previously described. A demonstration of this fundamental progress is the portfolio's dividend experience in 2010. The following table classifies ASCoT's 88 investee companies at the year end by their most recent dividend action: Band Nil IPOs Down Flat +0-10% +10-20% + >20% No. of holdings 15 3 3 23 16 11 17 The "Nil" category includes those companies that did not pay a dividend in 2010. Six of these can be termed structural nil payers, typically technology businesses at a relatively early stage of development. The other nine may be considered cyclical nil payers that will come back to the dividend register once their profits recover. This latter phenomenon is relevant to the wider small company universe and can have a meaningful effect on aggregate reported dividend growth. Of the three holdings in the IPO category, two are expected to go on to pay dividends. Three companies cut their dividends, which is not an abnormal incidence even in steadier economic conditions. The positive aspect of the analysis is the number of companies in the three right hand columns: 44 companies chose to increase their dividends, some by a significant amount. Going into recession, your Managers emphasised the tactic of being "paid to wait" for the eventual upturn: a sustainable dividend yield can provide some compensation in periods of difficult trading. In the event, 2009 turned out to be the worst for dividends in the RBS HGSC (XIC)'s history. ASCoT's portfolio fared less badly, but there were nevertheless some disappointing dividend decisions. The turnaround encapsulated in the preceding analysis is therefore welcome and is indicative of the rapid cost reductions implemented by management teams last year. The dividend recovery has come earlier than your Managers had expected at the start of 2010 and is clearly supportive of ASCoT's income account. As described previously, the corporate sector in the UK is in a relatively healthy position, with strong cash flows and balance sheets. These are characteristics that are shared by the small company universe and by ASCoT's portfolio, and that no doubt assisted company boards in deciding to increase dividends. Entering 2011, almost 40% of the portfolio was invested in companies with net cash on their balance sheets at the end of 2010. This positioning hindered relative returns in 2009 as many highly geared businesses enjoyed a powerful bounce in their share prices. However, in 2010 the impact of balance sheet structure was less pronounced and, indeed, the share prices of several of the indebted businesses that performed so strongly in 2009 slipped back. Moving forward, your Managers are retaining the portfolio's bias to strong balance sheets. This is less for defensive reasons and more as a result of the stockmarket's current reluctance to look beyond the extremely low returns from cash. Crucially, cash affords businesses a degree of competitive advantage over rivals still focused on balance sheet repair and also gives flexibility to make acquisitions or return capital to shareholders. It is not your Managers' preference to see substantial balances of net cash reside on balance sheets indefinitely: pressure will mount to deploy cash in a profitable fashion for shareholders. M&A activity within the RBS HGSC (XIC) in 2010 picked up from the depressed levels of 2009, but, with 16 deals completed, was still some way short of the 50 per annum average over the preceding five years. However, the average deal size rose markedly and, entering 2011, a number of deals were awaiting completion. Echoing previous cycles, the predators have included large American companies, which typically trade on higher valuations than their smaller UK peers and, at the current time, benefit from the weakness of sterling. The conditions for a further recovery in M&A and de-equitisation in general are in place. As already noted, companies are under pressure to utilise their strong balance sheets. Moreover, the gap between the cost of debt and the cost of equity is wide: at the end of 2010, the BBB sterling 5-7 year corporate bond yield stood at 5%, whereas the portfolio's prospective ratio of pre tax and interest profit to enterprise value was 13%. Valuations within the small company universe are attractive, particularly down the scale of market capitalisations. This has led to often exaggerated bid premiums to prevailing stockmarket valuations but it has also invited some opportunistic approaches. So, while the scope for more M&A ought to be of relative advantage to ASCoT as it has been in the past, your Managers are mindful of balancing the short term fillip from acquisitions to relative performance against the intrinsic value of the underlying businesses. Investment Outlook From a top down perspective, it is not difficult to identify a series of challenges to the current recovery in developed economies. The process of deleveraging already underway is inherently deflationary. Policy makers thus confront a tricky balancing act as demand from the public sector is reduced and the willingness of the private sector to take up the slack is still unclear. Complicating matters is the experiment with the unconventional tool of quantitative easing, whose effectiveness is compromised by a transmission mechanism, the banking system, whose focus remains on balance sheet repair. Furthermore, unlike previous recoveries, there is the emerging markets dimension: China in particular has played a crucial role in fostering recovery to date and will remain a key influence on demand in Western economies. Intriguingly, in the face of these challenges, 2010 drew to a close with a series of more positive economic data releases in the US. These coincided with renewed strength in industrial commodity prices and with a marked change in sentiment within major government bond markets. For illustration, ten year treasury yields in the US, which had declined steadily through most of the year, rose from 2.4% to 3.3% through the fourth quarter. The majority of this increase was driven by higher real yields, rather than by expectations of increased inflation, which can be interpreted as an indication of stronger real economic growth. While such a development perhaps says more about where bond yields themselves had got to, the implications for equities are more positive: the increase in the risk free rate is offset by the prospect of a more robust outlook for growth. However, it is helpful to bear in mind that ASCoT invests in businesses rather than economies. The corporate sectors in many developed markets are in robust health, both in absolute terms and relative to the other parts of the economy. This is certainly the case in the UK and, most relevantly, in the small company universe. The range of companies available to ASCoT during this upturn is very different from those that populated the benchmark in the recovery from the recession in the early 1990s. The intervening "hollowing-out" of UK industry has left a collection of survivors with international-facing businesses: roughly half of the revenues generated by portfolio companies in 2010 came from outside the UK. The corporate sector is in a fascinating position. In simple terms, it has two choices. The first, no doubt favoured by policy makers, is to take the strain from the public sector, using their balance sheets and cash flows to invest for future growth. The second is to sit tight, enjoying the current period of margin expansion, allowing balance sheets to strengthen further and participating, one way or the other, in renewed de-equitisation. While the merits of these can be debated, perhaps the most important point is that companies do have a choice: either scenario could be supportive of good returns for equity investors. Of course, the probability of good returns is enhanced by attractive starting valuations. ASCoT's portfolio would seem well positioned, as the table below suggests. 31 December 2010 31 December 2009 Characteristics ASCoT Benchmark ASCoT Benchmark Number of companies 88 430 87 448 Weighted average market capitalisation £424m £696m £368m £619m Price earnings ratio (historic) 11.8x 13.7x 8.1x 11.2x Dividend yield (historic) 2.5% 2.4% 3.2% 2.7% Dividend cover (historic) 3.4x 3.0x 3.9x 3.3x ASCoT's portfolio ended the year on a historic dividend yield of 2.5%. The decline from last year's 3.2% was driven by a rise in the portfolio's value over the twelve months and by trading activity. Working in the opposite direction was the positive dividend experience described previously. The outlook for continued growth in dividends is supported by the return of cyclical nil payers to the dividend register and by the portfolio's dividend cover of 3.4x, which is almost 40% above the average over ASCoT's 20 year life. The historic PE ratio was 14% below that of the RBS HGSC (XIC) at the end of the year. This compares with an average discount over ASCoT's history of 8%. In absolute terms, ASCoT's PE of 11.8x compares with a 20 year average of 13.0x and, given that profits are still recovering, might be considered low at this stage of the cycle. However, with the presently low levels of return from cash, PE ratios struggle to capture the crucial cash dynamic previously described in this report. The EV/EBITA (i.e. enterprise value to profit before interest, tax and amortisation), which is your Managers' key valuation metric in the investment process, adds some colour. Actual Forecast Forecast EV/EBITA 2009 2010 2011 ASCoT 9.8x 9.2x 7.7x The table above sets out the EV/EBITA progression for the year end portfolio. There are two factors driving the decline in the ratio: first, profits are expected to grow; and, second, the enterprise value is anticipated to decline as retained cash flows reduce debt or increase cash. These low valuations, underpinned as they are by strong cash generation at present levels of profitability, might offer some downside protection in the event of a deterioration in trading conditions, or if, indeed, growth forecasts simply prove too ambitious. However, low absolute and relative valuations have not necessarily served ASCoT well over recent years. The key question is what can translate these attractive valuations into improved relative investment performance going forward. Though timing is near impossible to call, your Managers identify three factors worthy of consideration. As described in the Investment Performance section of this report, the influences of style and size have acted as headwinds to ASCoT's relative performance over the last five years. This is unusual in a longer term context, as the following analysis, based on data from the London Business School, demonstrates: Total return pa 5 years 10 years 20 years Since 1955 RBS HGSC* +7.5% +7.8% +11.1% +15.5% Value component +1.8% +11.1% +13.3% +19.4% Small component +5.0% +8.6% +11.3% +17.4% * Extended HGSC (XIC) from 1980 & HGSC for prior dates In terms of both depth and duration, the present bear market for value stocks and small stocks within the benchmark is without precedent over the last 55 years. Your Managers - biased as they are by their value investment philosophy - contend that over the medium term the odds are that the present style and size headwinds will swing to become tailwinds. Through the recession, profits growth naturally became more difficult to find. The valuations of companies capable of consistent growth therefore attained a scarcity premium. This premium has been sustained through the early stages of recovery as markets have continued to fret about the fragility of the upturn and the threat of a double-dip. If, however, the recovery holds, the "need" to pay up for growth might reasonably be considered to diminish. This might be accompanied by a lengthening of the market's investment horizon, easing the present extreme aversion to perceived illiquidity and focusing attention on neglected "smaller small" companies. In these circumstances, cheaper and smaller stocks might enjoy a re-rating. Through the mid 1990s, the stockmarket's focus was on large companies that were getting larger through mega mergers. Small companies as a consequence languished. The trigger that set off a twelve year period of out-performance by the RBS HGSC (XIC) was M&A: with stockmarket investors reluctant to venture into the small company world, other corporates and private equity houses stepped up to exploit the valuation opportunities. And, as noted previously, the conditions for a renewed phase of M&A would appear to be in place. Ultimately, the precise catalyst for a change in the stockmarket's appetites is difficult to identify in advance. For your Managers, as value investors, the key point is that the portfolio is demonstrably cheap in relation both to its own history and to the benchmark. This value advantage has been achieved by investing in a collection of sound and profitable businesses that have been overlooked owing to their size or inability to generate serial upgrades to their earnings estimates. Thus, in your Managers' judgement, there has been little compromise in terms of the quality required in securing the portfolio's valuation characteristics. The investment principles by which the portfolio has been constructed are essentially the same as those that have driven ASCoT's successful long term record. While relative performance more recently has been disappointing, your Managers are confident that these principles are the basis for an improvement in ASCoT's fortunes in coming years. Aberforth Partners LLP Managers 26 January 2011 DIRECTORS' RESPONSIBILITY STATEMENT Each of the Directors confirm to the best of their knowledge that: (a) the financial statements, which have been prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and (b) the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties it faces. A summary of these can be found below. On behalf of the Board Professor Paul Marsh Chairman 26 January 2011 PRINCIPAL RISKS AND RISK MANAGEMENT The Directors have established an ongoing process for identifying, evaluating and managing the key risks faced by the Company. This process was in operation during the year and continues in place up to the date of this report. The Board believes that the Company has a relatively low risk profile in the context of the investment trust industry. This belief arises from the fact that the Company has a simple capital structure; invests only in small UK quoted companies; has never been exposed to derivatives and does not presently intend any such exposure; and outsources all the main operational activities to recognised, well-established firms. Investment in small companies is generally perceived to carry more risk than investment in large companies. While this is reasonable when comparing individual companies, it is much less so when comparing the volatility of returns from diversified portfolios of small and large companies. The Board believes the Company's portfolio is diversified. In addition, since returns from small and large companies are not perfectly correlated, there is an opportunity for investors to reduce risk by holding portfolios of both small and large companies together. As the Company's investments consist of small UK quoted companies, the principal risks facing the Company are market related and include interest rate, liquidity, credit, and market price risk. An explanation of these risks and how they are managed follows: (i) Interest rate risk, being the risk that the interest receivable/payable and the market value of investment holdings may fluctuate because of changes in market interest rates. When the Company decides to hold cash balances, all balances are held on variable rate bank accounts yielding rates of interest linked to bank base rate which at 31 December 2010 was 0.5% (2009: 0.5%). The Company's policy is to hold cash in variable rate bank accounts and not usually to invest in fixed rate securities. The Company's investment portfolio is not directly exposed to interest rate risk. The Company has a bank debt facility of £75,000,000 of which £51,750,000 was drawn down as at 31 December 2010 (2009: debt facility of £75,000,000, of which £48,250,000 was drawn down as at 31 December 2009). (ii) Liquidity risk is the risk that the Company will encounter difficulty raising funds to meet its cash commitments as they fall due. Liquidity risk may result from either the inability to sell financial instruments quickly at their fair values or from the inability to generate cash inflows as required. The Company's assets comprise mainly readily realisable equity securities which, if necessary, can be sold to meet any funding requirements though short term funding flexibility can typically be achieved through the use of bank debt facilities. The Company's current liabilities all have a remaining contractual maturity of less than three months with the exception of the bank debt facility. (iii) Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company invests in UK equities traded on the London Stock Exchange and investment transactions are carried out with a large number of FSA regulated brokers with trades typically undertaken on a delivery versus payment basis and on a short settlement period. Cash at bank is held with reputable banks with acceptable external credit ratings. The investment portfolio assets of the Company are held by The Northern Trust Company, the Company's custodian, in a segregated account. In the event of the bankruptcy or insolvency of Northern Trust the Company's rights with respect to the securities held by the custodian may be delayed or limited. The Board monitors the Company's risk by reviewing Northern Trust's internal control report. (iv) Market price risk, being the risk that the market value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency rate movement. The Company's investment portfolio is exposed to market price fluctuations which are monitored by the investment managers in pursuance of the investment objective. No derivative or hedging instruments are currently utilised to specifically manage market price risk. Further information on the investment portfolio is set out in the Managers' Report. It is not the Managers' policy to use derivatives to manage portfolio risk. As at 31 December 2010, all of the Company's financial instruments were included in the balance sheet at fair value. The fair value approximately equates to the book value. The investment portfolio consisted of listed investments valued at their bid price, which represents fair value. Any cash balances, which are held in variable rate bank accounts, can be withdrawn on demand with no penalty. The Company's financial instruments are all denominated in sterling and therefore the Company is not directly exposed to any significant currency risk. However, it is recognised that most investee companies, whilst listed in the UK, will be exposed to global economic conditions and currency fluctuations. Additional risks faced by the Company, together with the approach taken by the Board towards them, have been summarised as follows: (i)Investment objective- is to achieve a net asset value total return (with dividends reinvested) greater than on the RBS Hoare Govett Smaller Companies Index (Excluding Investment Companies) over the long term. The performance of the investment portfolio will often not match the performance of the benchmark. However, the Board's aim is to achieve the investment objective over the long term whilst managing risk by ensuring the investment portfolio is managed appropriately. (ii)Investment policy - a risk facing the Company is inappropriate sector and stock selection leading to underperformance relative to the benchmark. The Managers have a clearly defined investment philosophy and manage a diversified portfolio. Furthermore, performance against the benchmark and the peer group is regularly monitored by the Board. The Company may also be affected by events or developments in the economic environment generally, for example inflation or deflation, recession and movements in interest rates. (iii)Share price discount - investment trust shares tend to trade at discounts to their underlying net asset values. The Board and the Managers monitor the discount on a daily basis. (iv)Regulatory risk - failure to comply with applicable legal and regulatory requirements could lead to suspension of the Company's share price listing, financial penalties or a qualified audit report. Breach of Section 1158 of the Corporation Tax Act 2010 could lead to the Company being subject to capital gains tax. The Board receives quarterly compliance reports from the Secretaries to monitor compliance with rules and regulations. (V)Operational/Financial risk - failure of the Managers' accounting systems or those of other third party service providers could lead to an inability to provide accurate reporting and monitoring, or potentially lead to the misappropriation of assets. The Board reviews regular reports on the internal controls of the Managers and other key third party providers. (vi) Gearing risk- in rising markets, the effect of borrowings would be beneficial but in falling markets the gearing effect would adversely affect returns to Shareholders. PORTFOLIO INFORMATION Valuation as at 31 December % of 2010 Total Net No Company £'000 Assets Business Activity 1 JD Sports Fashion 25,208 3.5 Retailing - sports goods & clothing 2 RPS Group 19,053 2.7 Energy & environmental consulting 3 RPC Group 18,424 2.6 Plastic packaging 4 Anite 18,275 2.5 Software - telecoms & travel 5 e2v technologies 17,120 2.4 Electronic components & subsystems 6 Beazley 16,905 2.4 Lloyds insurer 7 JKX Oil & Gas 16,861 2.4 Oil & gas exploration & production 8 CSR 16,505 2.3 Location & connectivity chips for mobile devices 9 Punch Taverns 15,793 2.2 Leased & managed pub operator 10 Micro Focus International 15,784 2.2 Software - development & testing Top Ten Investments 179,928 25.2 11 Huntsworth 15,728 2.2 Public relations 12 Bodycote 15,001 2.1 Engineering - heat treatment 13 Tullett Prebon 14,428 2.0 Inter dealer broker 14 ProStrakan Group 14,202 2.0 Speciality pharmaceutical business 15 National Express Group 12,918 1.8 Train, bus & coach operator 16 Millennium & Copthorne Hotels 12,900 1.8 Hotels 17 Collins Stewart 12,724 1.8 Stockbroker & private client fund manager 18 Phoenix IT Group 12,291 1.7 IT services & disaster recovery 19 Holidaybreak 12,044 1.7 Education & holiday services 20 Low & Bonar 11,825 1.6 Manufacture of industrial textiles Top Twenty Investments 313,989 43.9 21 Mecom Group 11,643 1.6 European newspaper publisher 22 Regus 11,608 1.6 Serviced office accommodation 23 Galliford Try 11,268 1.6 Housebuilding & construction services 24 Future 11,203 1.6 Special interest consumer publisher 25 Lavendon Group 11,132 1.6 Hire of access equipment 26 Dunelm Group 11,049 1.5 Homewares retailer 27 Biocompatibles International 10,554 1.5 Drug-delivery technology 28 Domino Printing Sciences 10,548 1.5 Industrial printers & inks 29 Dialight 10,546 1.5 LED based lighting solutions 30 Keller Group 10,294 1.4 Ground engineering services Top Thirty Investments 423,834 59.3 Other Investments 345,120 48.0 ------- ---- Total Investments 768,954 107.3 Net Liabilities (52,165) (7.3) ------- ---- Total Net Assets 716,789 100.0 ------- ---- The Income Statement, Balance Sheet, Reconciliation of Movements in Shareholders' Funds and summary Cash Flow Statement are set out below:- INCOME STATEMENT For the year ended 31 December 2010 (audited) For the year ended For the year ended 31 December 2010 31 December 2009 Revenue Capital Total Revenue Capital Total £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 Gains on investments - 140,996 140,996 - 169,395 169,395 Investment income 20,533 - 20,533 19,110 1,183 20,293 Other income 43 - 43 169 - 169 Investment management fee (1,803) (3,005) (4,808) (1,450) (2,417) (3,867) Other expenses (455) (3,159) (3,614) (437) (2,624) (3,061) -------- -------- -------- -------- -------- -------- Return on ordinary activities 18,318 134,832 153,150 17,392 165,537 182,929 before finance costs and tax Finance costs (796) (1,327) (2,123) (579) (965) (1,544) -------- -------- -------- -------- -------- -------- Return on ordinary activities 17,522 133,505 151,027 16,813 164,572 181,385 before tax Tax on ordinary activities (10) - (10) - - - -------- -------- -------- -------- -------- -------- Return attributable to equity shareholders 17,512 133,505 151,017 16,813 164,572 181,385 ====== ======= ======= ====== ======= ======= Returns per Ordinary Share 18.11p 138.08p 156.19p 17.35p 169.84p 187.19p The Board declared on 26 January 2011 a second interim dividend of 13.0p per Ordinary Share (2009 - 13.0p). The Board also declared on 4 March 2010 a first interim dividend of 6.0p per Ordinary Share (2009 interim dividend of 6.0p). The total column of this statement is the profit and loss account of the Company. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the period. A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Company have been reflected in the above statement. SUMMARY RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS For the year ended 31 December 2010 (audited) Capital Share redemption Special Capital Revenue Capital reserve reserve reserve reserve Total £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 Balance as at 31 December 2009 969 19 186,025 362,796 37,113 586,922 Return on ordinary activities after taxation - - - 133,505 17,512 151,017 Equity dividends paid - - - - (18,404) (18,404) Purchase of Ordinary Shares (5) 5 (2,746) - - (2,746) ------- ------- ------- ------- ------- ------- Balance as at 31 December 2010 964 24 183,279 496,301 36,221 716,789 ======= ======= ======= ======= ======= ======= For the year ended 31 December 2009 (audited) Capital Share redemption Special Capital Revenue Capital reserve reserve reserve reserve Total £ 000 £ 000 £ 000 £ 000 £ 000 £ 000 Balance as at 31 December 2008 969 19 186,192 198,224 38,711 424,115 Return on ordinary activities after taxation - - - 164,572 16,813 181,385 Equity dividends paid - - - - (18,411) (18,411) Purchase of Ordinary Shares - - (167) - - (167) -------- -------- -------- -------- -------- -------- Balance as at 31 December 2009 969 19 186,025 362,796 37,113 586,922 ======= ======= ======= ======= ======= ======= BALANCE SHEET As at 31 December 2010 (audited) 31 December 31 December 2010 2009 £ 000 £ 000 Fixed assets: Investments at fair value through profit or loss 768,954 632,386 -------- -------- Current assets Debtors 1,620 2,010 Cash at bank 68 362 -------- -------- 1,688 2,372 Creditors (amounts falling due within one year) (53,853) (148) -------- -------- Net current (liabilities)/assets (52,165) 2,224 -------- -------- Total Assets less Current Liabilities 716,789 634,610 Creditors (amounts falling due after more than one year) - (47,688) -------- -------- Total Net Assets 716,789 586,922 ======= ======= Capital and reserves: equity interests Called up share capital (Ordinary Shares) 964 969 Reserves: Capital redemption reserve 24 19 Special reserve 183,279 186,025 Capital reserve 496,301 362,796 Revenue reserve 36,221 37,113 -------- -------- Total Shareholders' Funds 716,789 586,922 ======= ======= Net Asset Value per Ordinary Share 743.81p 605.90p SUMMARY CASH FLOW STATEMENT For the year ended 31 December 2010 (audited) For the year ended For the year ended 31 December 2010 31 December 2009 £ 000 £ 000 £ 000 £ 000 Net cash inflow from operating activities 15,766 16,833 Taxation (35) - Returns on investments and servicing of finance (1,739) (2,062) Capital expenditure and financial investment Payments to acquire investments (248,066) (238,152) Receipts from sales of investments 251,430 235,245 -------- -------- Net cash inflow/(outflow) from capital expenditure and financial investment 3,364 (2,907) -------- -------- 17,356 11,864 Equity dividends paid (18,404) (18,411) -------- -------- (1,048) (6,547) Financing Purchase of Ordinary Shares (2,746) (167) Net drawdown of bank debt facilities (before costs) 3,500 7,076 -------- -------- (Decrease)/increase in cash (294) 362 ======= ======= Reconciliation of net cash flow to movement in net debt (Decrease)/increase in cash in the year (294) 362 Net drawdown of bank debt facilities (3,500) (6,326) Amortised costs in respect of the bank debt facility (423) (188) -------- -------- Change in net debt (4,217) (6,152) Opening net debt (47,326) (41,174) -------- -------- Closing net debt (51,543) (47,326) ======= ======= NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING STANDARDS The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of investments and in accordance with applicable accounting standards and the AIC's Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" issued in 2009. The total column of the Income Statement is the profit and loss account of the Company. All revenue and capital items in the Income Statement are derived from continuing operations. No operations were acquired or discontinued in the period. The same accounting policies used for the year ended 31 December 2009 have been applied. 2. INVESTMENT MANAGEMENT FEE For the year to 31 December 2010 Revenue Capital Total £ 000 £ 000 £ 000 Investment management fee 1,803 3,005 4,808 ====== ====== ====== For the year to 31 December 2009 Revenue Capital Total £ 000 £ 000 £ 000 Investment management fee 1,450 2,417 3,867 ====== ====== ====== 3.DIVIDENDS Year to Year to 31 December 2010 31 December 2009 £000 £000 Amounts recognised as distributions to equity holders in the period: Second interim dividend of 13.0p 12,592 12,597 for the year ended 31 December 2009 (2008: 13.0p) First interim dividend of 6.00p for the year 5,812 5,814 ended 31 December 2010 (2009: 6.0p) ------- ------ 18,404 18,411 ======= ====== The second interim dividend for the year ended 31 December 2010 of 13.0p will be paid on 25 February 2011. 4. RETURN PER ORDINARY SHARE The returns per Ordinary Share are based on: Year to Year to 31 December 2010 31 December 2009 £000 £000 Returns attributable to Ordinary Shareholders 151,017 181,385 Weighted average number of shares in issue during the period 96,685,671 96,897,197 5. NET ASET VALUE The net assets and the net asset value per share attributable to the Ordinary Shares at each period end are calculated in accordance with their entitlements in the Articles of Association and were as follows: 31 December 31 December 2010 2009 £000 £000 Net assets attributable 716,789 586,922 Pence Pence Net asset value attributable per Ordinary Share 743.81 605.90 As at 31 December 2010, the Company had 96,366,792 Ordinary Shares in issue (31 December 2009 - 96,867,000). During the year to 31 December 2010, the Company bought in and cancelled 500,208 shares (2009 - 33,000 shares ) at a total cost of £2,746,000 (2009 - £167,000). 6. FURTHER INFORMATION The foregoing do not constitute statutory accounts (as defined in section 434 (3) of the Companies Act 2006) of the Company. The statutory accounts for the year ended 31 December 2009, which contained an unqualified Report of the Auditors, have been lodged with the Registrar of Companies and did not contain a statement required under section 498(2) or (3) of the Companies Act 2006. Certain statements in this announcement are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties or assumptions that could cause actual results or events to differ materially from those expressed or implied by those statements. Forward looking statements regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future. Accordingly, undue reliance should not be placed on forward looking statements. The Annual Report is expected to be posted to shareholders on 31 January 2011. Members of the public may obtain copies from Aberforth Partners LLP, 14 Melville Street, Edinburgh EH3 7NS or from its website at www.aberforth.co.uk. CONTACT: David Ross/Alistair Whyte, Aberforth Partners LLP, 0131 220 0733 Aberforth Partners LLP, Secretaries - 26 January 2011 ANNOUNCEMENT ENDS
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