BRAEMAR GROUP PLC
HALF-YEARLY REPORT 2009
CHAIRMAN'S STATEMENT
Braemar Group plc ("Braemar" or "the Group") is pleased to announce its unaudited half-yearly report for the six months ended 30 September 2009, during which time the Group has further increased its funds under management and achieved turnover and recurring income growth.
FINANCIAL OVERVIEW
The unaudited results for the six months to 30 September 2009 report revenue of £1,439,000 (30 September 2008: £1,267,000) and a loss before tax of £109,000 (30 September 2008 £58,000 loss), which was in line with the Directors' expectations.
Recurring income has increased to £545,000 (30 September 2008: £308,000). With the reduction in administration expenses to £862,000 (30 September 2008: £894,000), recurring income for the period covered 63% of administration expenses (30 September 2008: 34%), demonstrating significant progress in management's medium term goal of recurring income covering administration expenses in full. This can be achieved by continuing to focus on building the size of each existing fund, on which the Group earns recurring income in both divisions, and gain the benefit of economies of scale on the performance of both the Group and each fund.
Cash balances and cash equivalents at the period end were £478,000, (30 September 2008: £230,000) and the total equity of the Group stood at £2,673,000 (30 September 2008: £2,668,000).
BUSINESS REVIEW
The business is monitored internally by the performance of the two operating divisions and the highlights for the period under review are as follows:
Braemar Securities
Braemar Securities' revenue for the period was £923,000 (30 September 2008: £633,000).
We have further diversified our range of funds to include Ground Rents, launched during the summer, adding to the existing Agricultural Land and Student Accommodation funds. All three funds take the form of Guernsey registered Open Ended Investment Companies ("OEICs"). Our funds under management increased by 18% during the last six months to £46m, the impact of which is reflected in the growth in recurring income.
The OEICs are promoted to independent financial advisers by Braemar Securities and a number of independent introducers, who share in the initial commissions charged by the division. These charges and other direct marketing costs have absorbed a significant proportion of the initial commissions earned, resulting in an increase in cost of sales. The corresponding growth in funds under management will benefit the Group in the longer term due to the increase in recurring income from these funds.
The adverse stock market conditions impacted the fundraising for Braemar UK Agricultural Land plc and the decision was taken to abort its admission to AIM. All the abort costs were absorbed by Braemar UK Agricultural Land plc.
Braemar Estates
Braemar Estates' revenue for the period was £484,000 (30 September 2008: £595,000).
Our property management division, which is now responsible for the management of over £300m of assets, representing some 2,800 apartments, has proved resilient during the wider property downturn, particularly as our activities are limited to the management or refurbishment of assets we own, assets in funds we manage and third party owned freeholds. The division also acts as Property Adviser to two of our three OEICs and we expect margins to improve accordingly, as the division has the capacity to grow without incurring significant additional costs.
The fall in revenue for this division is attributable to a reduction in one-off fees earned from the Coronation residential property partnerships from finder's fees and the supervision of the development of property in the partnerships as these funds become fully invested.
Conversion of loan notes into equity
The conversion of some of the convertible loan notes reduced Braemar's debt by £200,000; enhancing net assets by the same amount and results in a saving in interest costs of approximately £20,000 over the next 18 months.
OUTLOOK
The Directors are pleased with the progress that has been made during the first half of the year. In particular, the growth in recurring income demonstrates what can be achieved from growth in funds under management while keeping costs under control. There are no immediate plans for further fund launches, the focus being on building the size of each of the existing OEICs and taking control of the management of the assets within the funds.
The Directors look forward to reporting further improvements in the Group's performance in the second half.
Martin Robinson
Chairman
3 November 2009
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 3O SEPTEMBER 2009
|
|
Unaudited Six months ended 30 September 2009 |
|
Unaudited Six months ended 30 September 2008 |
|
Audited Year ended 31 March 2009 |
|
Notes |
£'000 |
|
£'000 |
|
£'000 |
Revenue |
|
1,439 |
|
1,267 |
|
2,610 |
|
|
|
|
|
|
|
Cost of sales |
|
(654) |
|
(417) |
|
(922) |
|
|
|
|
|
|
|
Gross profit |
|
785 |
|
850 |
|
1,688 |
Decrease in fair value of investment properties |
|
- |
|
- |
|
(28) |
Administration expenses |
|
(862) |
|
(894) |
|
(1,840) |
Operating loss |
|
(77) |
|
(44) |
|
(180) |
|
|
|
|
|
|
|
Investment income |
|
2 |
|
17 |
|
29 |
Finance costs |
|
(34) |
|
(31) |
|
(59) |
Loss before tax |
|
(109) |
|
(58) |
|
(210) |
Taxation |
|
- |
|
- |
|
8 |
Loss for the period |
|
(109) |
|
(58) |
|
(202) |
Other comprehensive income/ (expense) |
|
|
|
|
|
|
Losses on investments available for sale |
|
- |
|
(18) |
|
(3) |
Other comprehensive expense for the period |
|
- |
|
(18) |
|
(3) |
Total comprehensive expense for the period |
|
(109) |
|
(76) |
|
(205) |
|
|
|
|
|
|
|
Loss per share - basic and fully diluted |
2 |
0.07p |
|
0.04p |
|
0.12p |
All of the loss and the total comprehensive expense for the period are attributable to the equity holders of the parent.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 3O SEPTEMBER 2009
|
|
Unaudited 30 September 2009 |
|
Unaudited 30 September 2008 |
|
Audited 31 March 2009 |
|
Notes |
£'000 |
|
£'000 |
|
£'000 |
Non-current assets |
|
|
|
|
|
|
Goodwill |
|
2,736 |
|
2,694 |
|
2,736 |
Other intangible assets |
|
95 |
|
90 |
|
99 |
Property, plant and equipment |
|
132 |
|
172 |
|
141 |
Investment properties |
|
607 |
|
225 |
|
607 |
Held-to-maturity investments |
|
59 |
|
58 |
|
59 |
Other financial assets |
|
67 |
|
317 |
|
67 |
Available-for-sale investments |
|
18 |
|
14 |
|
8 |
|
|
3,714 |
|
3,570 |
|
3,717 |
Current assets |
|
|
|
|
|
|
Trade and other receivables |
|
373 |
|
462 |
|
327 |
Cash and cash equivalents |
|
478 |
|
230 |
|
206 |
|
|
851 |
|
692 |
|
533 |
|
|
|
|
|
|
|
Total assets |
|
4,565 |
|
4,262 |
|
4,250 |
|
|
|
|
|
|
|
Equity and liabilities |
|
|
|
|
|
|
Issued capital |
4 |
1,721 |
|
1,638 |
|
1,638 |
Share premium |
4 |
3,092 |
|
2,945 |
|
2,945 |
Accumulated loss |
|
(2,140) |
|
(1,915) |
|
(2,038) |
Total equity |
|
2,673 |
|
2,668 |
|
2,545 |
Non-current liabilities |
|
|
|
|
|
|
Interest bearing loans and borrowings |
|
533 |
|
225 |
|
533 |
Obligations under finance leases |
|
1 |
|
18 |
|
11 |
Deferred Tax |
|
40 |
|
23 |
|
40 |
|
|
574 |
|
266 |
|
584 |
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
983 |
|
793 |
|
587 |
Interest bearing loans and borrowings |
|
313 |
|
512 |
|
512 |
Obligations under finance leases |
|
22 |
|
23 |
|
22 |
|
|
1,318 |
|
1,328 |
|
1,121 |
|
|
|
|
|
|
|
Total liabilities |
|
1,892 |
|
1,594 |
|
1,705 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
4,565 |
|
4,262 |
|
4,250 |
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 3O SEPTEMBER 2009
|
|
Unaudited Six months ended 30 September 2009 |
|
Unaudited Six months ended 30 September 2008 |
|
Audited Year ended 31 March 2009 |
|
Notes |
£'000 |
|
£'000 |
|
£'000 |
Cash generated/(absorbed) by operations |
3 |
314 |
|
247 |
|
(195) |
Interest paid |
|
(19) |
|
(13) |
|
(24) |
Net cash inflow/(outflow) from operating activities |
|
295 |
|
234 |
|
(219) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Interest received |
|
2 |
|
17 |
|
29 |
Purchase of property, plant and equipment |
|
(4) |
|
(7) |
|
(21) |
Purchase of intangible assets |
|
(12) |
|
- |
|
(6) |
Purchase of held-to-maturity investments |
|
- |
|
(40) |
|
(41) |
Purchase of other financial assets |
|
- |
|
(252) |
|
- |
Acquisition of subsidiary |
|
- |
|
- |
|
(107) |
Net cash used in investing activities |
|
(14) |
|
(282) |
|
(146) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from borrowings |
|
- |
|
- |
|
308 |
Repayment of borrowings |
|
(9) |
|
(11) |
|
(26) |
Net cash (outflow)/inflow from financing activities |
|
(9) |
|
(11) |
|
282 |
|
|
|
|
|
|
|
Net increase/(reduction) in cash and cash equivalents |
|
272 |
|
(59) |
|
(83) |
Cash and cash equivalents at 1 April |
|
206 |
|
289 |
|
289 |
Cash and cash equivalents at 30 September |
|
478 |
|
230 |
|
206 |
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 3O SEPTEMBER 2009
|
Ordinary Shares |
Share Premium |
Accumulated loss |
Total equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 April 2008 |
1,638 |
2,945 |
(1,845) |
2,738 |
Changes in equity for the six months ended 30 September 2008 |
|
|
|
|
Total comprehensive expenditure for the period |
- |
- |
(58) |
(58) |
Available-for-sale investments fair value movement |
- |
- |
(18) |
(18) |
Credit arising on share options |
- |
- |
6 |
6 |
Balance at 30 September 2008 |
1,638 |
2,945 |
(1,915) |
2,668 |
|
|
|
|
|
Changes in equity for the six months ended 31 March 2009 |
|
|
|
|
Total comprehensive expenditure for the period |
- |
- |
(144) |
(144) |
Available-for-sale investments fair value movement |
- |
- |
15 |
15 |
Credit arising on share options |
- |
- |
6 |
6 |
Balance at 31 March 2009 |
1,638 |
2,945 |
(2,038) |
2,545 |
|
|
|
|
|
Changes in equity for the six months ended 31 March 2009 |
|
|
|
|
Total comprehensive expenditure for the period |
- |
- |
(109) |
(109) |
Credit arising on share options |
- |
- |
7 |
7 |
Issue of share capital |
83 |
147 |
- |
230 |
Balance at 30 September 2009 |
1,721 |
3,092 |
(2,140) |
2,673 |
|
|
|
|
|
NOTES TO THE HALF-YEARLY REPORT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2009
1 - BASIS OF PREPARATION
The half-yearly report has been prepared in accordance with the AIM rules and the basis of accounting policies set out in the accounts for the year to 31 March 2009 and on the basis of all International Financial Reporting Standards ("IFRS") that are expected to be applicable to the Group's statutory accounts for the year ended 31 March 2010, except as disclosed below. If any amendments, new standards or new interpretations are issued these may require the financial information provided in the half-yearly report to be changed.
These financial statements are the first produced under the amended requirements of IAS 1 (Revised) "Presentation of Financial Statements" and the updated presentation has been applied to current year and comparative figures. The changes are only in presentation and disclosure and have had no impact on the reported financial results in any period.
The Directors have chosen not to comply with IAS 34, "Interim Financial Reporting" as adopted by the EU. Accordingly, the half-yearly reports do not comply with all the disclosures in IAS 34 on interim reporting and therefore are not in full compliance with IFRS.
The amounts in the half-yearly report for the periods ended 30 September 2009 and 2008 are unaudited. The amounts in this report for the year ended 31 March 2009 are extracted from the audited statutory accounts for that period and as such are not the company's statutory accounts for that financial year. Those accounts have been reported on by the company's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 237 (2) or (3) of the Companies Act 1985.
2 - LOSS PER SHARE
|
Unaudited Six months ended 30 September 2009 |
|
Unaudited Six months ended 30 September 2008 |
|
Audited Year ended 31 March 2009 |
|
£'000 |
|
£'000 |
|
£'000 |
Loss for the period |
109 |
|
58 |
|
202 |
Weighted average number of ordinary shares |
167,635,892 |
|
163,786,903 |
|
163,786,903 |
Loss per ordinary share - basic |
0.07p |
|
0.04p |
|
0.12p |
There are 28,788,884 potentially issuable shares that have not been included in a diluted EPS calculation as they are anti-dilutive.
3 - RECONCILIATION OF OPERATING LOSS TO NET CASH FROM OPERATIONS
|
|
Unaudited Six months ended 30 September 2009 |
|
Unaudited Six months ended 30 September 2008 |
|
Audited Year ended 31 March 2009 |
|
Notes |
£'000 |
|
£'000 |
|
£'000 |
Operating activities |
|
|
|
|
|
|
Loss before tax |
|
(109) |
|
(58) |
|
(210) |
Depreciation of property, plant and equipment |
|
13 |
|
19 |
|
29 |
Amortisation of intangible assets |
|
16 |
|
11 |
|
28 |
Impairment of available-for-sale assets |
|
- |
|
- |
|
21 |
Share option charge |
|
7 |
|
6 |
|
12 |
Share based payments |
|
30 |
|
- |
|
- |
Share based income |
|
(9) |
|
(29) |
|
(29) |
Loss on sale of fixed assets |
|
- |
|
- |
|
9 |
Decrease in fair value of investment properties |
|
- |
|
- |
|
28 |
Interest income |
|
(2) |
|
(17) |
|
(29) |
Interest expense |
|
34 |
|
31 |
|
59 |
Operating cash flows before movements in working capital |
|
(20) |
|
(37) |
|
(82) |
(Increase)/decrease in trade and other receivables |
|
(47) |
|
1,457 |
|
1,593 |
Increase/(decrease) in trade and other payables |
|
381 |
|
(1,173) |
|
(1,706) |
Cash generated from operations |
|
314 |
|
247 |
|
(195) |
4 - ISSUE OF SHARE CAPITAL
On 8 July 2009 the Group agreed with Marc Duschenes, Chief Executive, to convert £200,000 of the convertible loan notes issued to him as part of the consideration of the acquisition of The Braemar Group Limited into equity at a price of 2.75 pence per share, which resulted in 7,272,727 new ordinary shares of 1 pence each being issued to Marc Duschenes.
On the same day pursuant to an agreement with a supplier, who had been promoting the Company's funds, a further 1,066,750 new ordinary shares of 1 pence each were issued.
5 - BOARD APPROVAL
The Half-Yearly Report was approved by the Board on 3 November 2009.
6 - COPIES OF HALF-YEARLY REPORT
Copies of this report will be sent to shareholders shortly and are available to the public from the Registered Office at: Richmond House, Heath Road, Hale, Cheshire, WA14 2XP.
For further information please contact:-
Martin Robinson, Chairman, Braemar Group plc 0161 929 4969
Marc Duschenes, Chief Executive, Braemar Group plc 0161 929 4969
Alex Clarkson/Nick Cowles, Zeus Capital 0161 831 1512
Stuart Forshaw, Corporate Broking, WH Ireland Limited 0161 832 2174