UNAUDITED INTERIM FINANCIAL RESULTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2014
Cenkos Securities plc (the "Company" or "Cenkos") together with its subsidiaries (the "Group") is an independent, specialist institutional securities group, focused on UK small and mid-cap companies and investment funds. The Company's principal activity is institutional stockbroking.
Cenkos' shares are admitted to trading on AIM. The Company is authorised and regulated by the Financial Conduct Authority ("FCA") and is a member of the London Stock Exchange ("LSE").
Highlights
|
|
30 June 2014
|
30 June 2013 |
Revenue |
+ 226% |
£65.2m |
£20.0m |
Profit before tax |
+ 653% |
£23.5m |
£3.1m |
Basic earnings per share |
+ 700% |
31.2p |
3.9p |
Interim dividend per share declared |
+ 100% |
7.0p |
3.5p |
Cash |
+ 164% |
£43.2m |
£16.3m |
Nominated adviser or corporate broker / financial adviser to |
|
127 companies |
122 companies |
Commenting on the interim results, Chief Executive Officer Jim Durkin noted:
"Our successful strategy of being a leading UK institutional broker to listed growth companies has led to us being profitable in every year since our formation in 2005. This approach continues to bear fruit and I am pleased to report a very strong performance for the first six months of 2014. Revenues, profits and earnings per share all increased significantly. The first half results reflected the completion of a particularly large transaction in addition to the completion of a good number of regular transactions.
Given the overall result, the Board has declared an interim dividend of 7p per share, up 100% on last year. The Board anticipates paying a full year dividend that is higher than last year and is additionally evaluating other means of delivering returns to shareholders during the remainder of this year, in particular share buy-backs, such that total distributions to shareholders for the year are expected to be significantly higher than last year.
We have made a good start to the second half of the year with an encouraging pipeline of deals."
For further information contact:
Jim Durkin +44 20 7397 8900
Chief Executive Officer
Cenkos Securities plc
Dr Azhic Basirov / David Jones / Ben Jeynes +44 20 7131 4000
Nominated Adviser
Smith & Williamson Corporate Finance Limited
David Rydell / Duncan Mayall / James Newman +44 20 3772 2500
Bell Pottinger
Business Review
Strategy and business model
Our strategy
Our prime strategy is to become the principal UK institutional broker to growth companies and investment funds who are admitted to trading or listed on a UK market. We aim to achieve this through:
- understanding the needs of our clients, enabling us to provide successful fundraising and advice through an innovative and entrepreneurial approach;
- delivering sustainable, diversified and growing income streams;
- adding high quality individuals to our teams; and
- managing costs and risks carefully
thereby providing shareholder value through earnings growth as well as attractive cash returns to shareholders.
Our business model
We provide corporate finance, corporate broking and securities services to small and mid-cap growth companies across a wide range of industry sectors, including investment funds. We focus on companies that seek admission of their shares to trading on AIM or the LSE's main market, or companies that are already listed on those markets. For growing companies that require access to capital and international exposure, AIM's flexibility, with its Nominated Adviser ("Nomad") arrangements, provides a firm foundation for financing and corporate development. We offer our clientsadvice and access to equity finance at all stages of their development.
Revenue streams
We earn fees from primary and secondary equity fundraising, acting as a key intermediary between growth companies or investment funds and institutional providers of capital. From when we were founded in 2005 to the end of June 2014 we have raised almost £11 billion for our clients - mainly acting as sole broker.
We aim to provide equity financing and strong and supportive shareholder lists for companies and healthy returns for institutional investors. Corporate finance fees are earned from providing strategic advice and regulatory guidance to clients, as well as advice on all forms of corporate transactions including fundraisings, mergers and acquisitions, disposals, restructurings and tender offers. Fees are also generated from acting as Nomad, broker and/or financial adviser to our corporate clients. Commission is earned from execution and research services and revenue is also generated from our market-making activities.
As corporate broker, our clients' boards engage us to:
- create and maintain supportive shareholder registers;
- provide an informed and effective interface with shareholders and potential investors;
- provide appropriate dealing liquidity in their company's shares; and
- advise on all pertinent market and regulatory issues.
Management systems and controls
We operate an efficient and flexible business model, well adapted to a highly regulated environment. It is therefore important that we continue to maintain an appropriate and proportionate level of systems and controls, commensurate with our size and complexity. We manage our cost base carefully. We offer our client facing staff relatively low basic salaries but reward their performance based on factors that include their net income generation. This cost flexibility allows us to manage economic downturns better than many of our competitors who have higher levels of fixed or guaranteed pay. We selectively use outsourcing partners to help us maintain this cost flexibility in areas where volumes can be unpredictable. Our settlement, core trading systems and associated support are outsourced.
Culture and people
Our success is based on maintaining experienced and stable teams, whose members build professional relationships and achieve results through a committed and entrepreneurial approach. We endeavour to remunerate our staff to a level which not only retains them but also motivates them to perform in line with the longer-term growth objectives of the Company.
Our key objectives and key performance indicators ("KPIs")
Our key objectives are to:
- grow the business by both retaining existing corporate clients and winning new ones, helping clients achieve their strategies through the provision of advice and fundraising capabilities, ensuring we have the right calibre and quantity of staff deployed to support this; and
- reward our shareholders by remaining profitable and generating a high return on equity (within acceptable risk limits), leading to an attractive dividend yield and strong share price growth.
Our KPIs include, but are not limited to, measures such as:
- profit before tax and earnings per share;
- the size and quality of our corporate client base (Nomad / broker appointments); and
- various key risk indicators, including capital resources and cash.
Commentary on KPIs is included in the review of performance noted below.
Review of performance
Overall performance
The Company is pleased to report that it had a very strong performance for the six months ending 30 June 2014. As at 30 June 2014 we were nominated adviser, broker or financial adviser to 127 companies or trusts (30 June 2013: 122). Revenues grew on the back of increased fundraising for our growing list of clients. Costs rose primarily due to greater performance-related pay on the back of increased profitability.
Profit before tax was £23.5m (H1 2013: £3.1m). As noted below, this 653% increase reflected a very material rise in revenues and the benefits of operational gearing in the business. This has meant that basic earnings per share rose by 700% to 31.2p (H1 2013: 3.9p) and diluted earnings per share rose by 662% to 29.7p (H1 2013: 3.9p).
Our business model is built around a low fixed cost base and a remuneration structure which is highly geared to performance. We maintain a positive operating cash cycle and a limited exposure to credit and market risk. This, combined with the high quality, dedication and experience of our employees, has enabled Cenkos to produce this performance.
Revenues
Revenue for the period increased by 226% to £65.2m (H1 2013: £20.0m). The economic recovery the UK is experiencing has clearly benefited equity markets with the total funds being raised by all companies on AIM rising by 161% to £3,707m from H1 2013 to H1 2014 (source: LSE AIM factsheet June 2014). We have been well positioned to benefit from this tailwind given our strong market position and continued profitability. We remain ranked as one of the leading brokers in London for growth companies, as demonstrated by Adviser Rankings' July 2014 'AIM Adviser Rankings Guide' where we were ranked second in terms of both 'Nomad' and 'Stockbroker' for all AIM clients by number of clients, as well as being ranked top 'Nomad' for Oil and Gas and Consumer Services, second for Industrial clients and third for both Financials and Technology companies by number of AIM clients.
During the period we completed eighteen transactions - including six IPOs - and helped our clients raise a total of £2,209m, including £1,385m on the IPO of the AA plc (H1 2013: £422m). In the period we also completed four M&A corporate finance transactions (H1 2013: two). Our corporate finance revenue (including fees from placings) rose 315% to £54.2m in H1 2014 (H1 2013: £13.1m).
We make markets in the securities of all the companies where we have a broking relationship to support the other services we provide to our clients. We actively provide liquidity to the market and facilitate institutional business in both small and large cap equities. Our trading desks now make markets in the shares of 340 (H1 2013: 333) companies and investment trusts.
Our corporate broking, market-making, research and commission revenues rose 59% to £11.0m in H1 2014 (H1 2013: £6.9m) on the back of more favourable trading conditions. However, the pressure on secondary commissions shows no sign of relenting, including the potential impact of recent FCA initiatives in terms of payment for equity research. We are confident that we can continue to prosper in this environment because of our flexible cost model.
Our execution business is primarily focused on client facilitation. We believe that this enhances Cenkos' overall service offering to its expanding client base.
Costs
Costs rose by £24.8m (143%) in the period, primarily due to higher performance-related pay on the back of increased profitability. Additionally, we have grown our staff numbers by 10% and incurred a £0.9m rise in costs due to staff bonuses resulting from the Compensatory Award Phantom Dividend Plan 2009 ("CAP"). Payments under this scheme are only triggered by the payment of a dividend to ordinary shareholders. This amounted to an 8.5p final dividend for 2013 paid in H1 2014 (4p for 2012's final dividend paid in H1 2013).
Profit before tax increased by 653% to £23.5m (H1 2013: £3.1m) and profit after tax increased by 702% to £18.8m (H1 2013: £2.3m).
Statement of consolidated financial position and cash flow
At 30 June 2014, our net trading investments were £26.0m, and cash held was £43.2m (H1 2013: £16.3m). During the six months to 30 June 2014 there was a net increase in cash and cash equivalents of £12.9m. This is largely due to the cash inflow from the Company's profitable trading in H1 2014 offset partly by the payment of accrued bonuses in respect of 2013, the 2013 final dividend of 8.5p per share and corporation tax payments.
Dividend and capital levels
As we have consistently stated, we intend to retain sufficient capital and reserves to meet the Company's regulatory capital and cash requirements after taking account of the likely future working capital needs and potential growth requirements of the Company. Since our flotation onto AIM in October 2006, we have paid out 84.5p in dividends prior to the 7p proposed interim dividend for 2014 and bought back 9.3m shares at a cost of £6.5m for cancellation, thereby increasing the Company's prospective earnings per share. In addition, 3.1 m shares have been purchased by the Cenkos Securities Employee Benefit Trust ("EBT") at a cost of £3.2m.
The Board proposes an interim dividend of 7p per share, an increase of 100% on last year's interim dividend of 3.5p per share. The payment of this interim dividend will trigger payments to staff under the CAP of £1.1m in the second half of 2014 (second half 2013: £0.8m). The dividend will be paid on 6 November 2014 to all shareholders on the register at 10 October 2014. The Board anticipates paying a full year (ie interim and final) dividend that is higher than the 12p paid with respect to 2013. Given the strong results in H1 2014, the Board is also evaluating other means of delivering returns to shareholders during the remainder of the year, in particular share buy-backs, such that total distributions to shareholders for the year are expected to be significantly higher than last year.
People
The continued professionalism of our employees has enabled us to achieve the robust performance for the period. We continue to look to recruit staff who are attracted by our culture and business model, and a further nine staff joined us in H1 2014. We endeavour to remunerate our staff to a level and in a manner which not only retains but also motivates them to perform in line with the longer-term growth objectives of the Company. Their skill, commitment and determination will continue to provide us with a solid platform on which to continue to build our franchise. In July 2014 we launched two HM Revenue and Customs approved all staff share schemes - a Share Incentive Plan and Save As You Earn Sharesave Scheme - both of which were well received by staff.
Principal risks and uncertainties
The principal risks and uncertainties that Cenkos currently faces, and how these are managed, have not materially changed from those outlined in the Strategic Report section of our 2013 Annual Report, namely the health of UK equity markets as well as reputational, operational, regulatory, conduct and market risk. Aside from the health of UK equity markets, the key changes that may impact Cenkos' risk profile over the next six months - and how they are being managed - relate to:
- The pace of change in the regulatory environment - we continue to focus heavily on our regulatory risks to ensure the appropriate systems and controls, reporting, capital and liquidity requirements, resources and culture are all in place to meet the ongoing obligations of an FCA regulated (IFPRU Investment) firm; and
- Ensuring that we continue to retain and attract high quality staff. We continue to pursue a policy of maintaining a low fixed cost base including low basic salaries and rewarding net income generation.
Outlook
Our successful strategy of being a leading UK institutional broker to listed growth companies has led to us being profitable in every year since our formation in 2005. This approach continues to bear fruit and, given our results for the first half of the year, the Board has declared an interim dividend of 7p per share, up 100% on last year. The Board anticipates paying a full year dividend that is higher than last year. The Board is also evaluating other means of delivering additional distributions to shareholders during the remainder of this year, in particular share buy-backs, such that total distributions for the year are expected to be significantly higher than last year.
We have made a good start to the second half of 2014 with an encouraging pipeline of deals.
Jim Durkin
Chief Executive Officer
16 September 2014
Responsibility statement
We confirm that to the best of our knowledge:
a) The condensed set of financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of Cenkos Securities plc and the undertakings included in the consolidation taken as a whole as at 30 June 2014, and
b) The interim management report set out in the Business Review includes a fair review of the development and performance of the business and the position of Cenkos Securities plc and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that the Company faces.
Forward-looking statements
These financial statements contain forward-looking statements with respect to the financial condition, results, operations and businesses of Cenkos Securities plc. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Such statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by forward-looking statements and forecasts. Forward-looking statements and forecasts are based on the Directors' current view and information known to them at the date of this statement. The Directors do not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Condensed consolidated income statement for the six months ended 30 June 2014 |
|
|||||
|
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
|
Notes |
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
Continuing operations |
|
|
|
|
|
|
Revenue |
|
|
2 |
65,225 |
19,995 |
51,433 |
Administrative expenses |
|
|
|
(41,757) |
(16,969) |
(40,856) |
|
|
|
|
|
|
|
Operating profit |
|
|
|
23,468 |
3,026 |
10,577 |
|
|
|
|
|
|
|
Investment income - interest income |
77 |
102 |
135 |
|||
Interest expense |
|
|
|
(1) |
- |
(1) |
|
|
|
|
|
|
|
Profit before tax from continuing operations |
23,544 |
3,128 |
10,711 |
|||
Tax |
|
|
3 |
(4,751) |
(786) |
(2,122) |
|
|
|
|
|
|
|
Profit after tax |
|
|
|
18,793 |
2,342 |
8,589 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
18,793 |
2,342 |
8,589 |
|
|
|
|
|
|
|
Basic earnings per share |
|
|
5 |
31.2p |
3.9p |
14.2p |
Diluted earnings per share |
|
|
5 |
29.7p |
3.9p |
14.2p |
|
|
|
|
|
|
|
Condensed consolidated statement of comprehensive income |
||||||
for the six months ended 30 June 2014 |
|
|
||||
|
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Profit |
|
|
|
18,793 |
2,342 |
8,589 |
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
18,793 |
2,342 |
8,589 |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
|
Equity holders of the parent |
|
|
|
18,793 |
2,342 |
8,589 |
|
|
|
|
|
|
|
Condensed consolidated statement of financial position as at 30 June 2014 |
|
|||||
|
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
|
Notes |
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
|
|
6 |
480 |
499 |
387 |
Deferred tax asset |
|
|
11 |
2,794 |
330 |
1,024 |
|
|
|
|
3,274 |
829 |
1,411 |
Current assets |
|
|
|
|
|
|
Trade and other receivables |
|
|
7 |
47,777 |
30,857 |
19,349 |
Available-for-sale financial asset |
|
|
|
1,000 |
1,000 |
1,080 |
Other current financial assets |
|
|
8 |
29,876 |
10,144 |
13,706 |
Cash and cash equivalents |
|
|
9 |
43,156 |
16,343 |
30,343 |
|
|
|
|
121,809 |
58,344 |
64,478 |
Total assets |
|
|
|
125,083 |
59,173 |
65,889 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
|
10 |
(79,929) |
(33,451) |
(35,508) |
Other current financial liabilities |
|
|
8 |
(3,915) |
(4,029) |
(4,289) |
|
|
|
|
(83,844) |
(37,480) |
(39,797) |
|
|
|
|
|
|
|
Net current assets |
|
|
|
37,965 |
20,864 |
24,681 |
|
|
|
|
|
|
|
Total liabilities |
|
|
|
(83,844) |
(37,480) |
(39,797) |
|
|
|
|
|
|
|
Net assets |
|
|
|
41,239 |
21,693 |
26,092 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Share capital |
|
|
12 |
635 |
635 |
635 |
Share premium |
|
|
|
9 |
- |
- |
Capital redemption reserve |
|
|
|
93 |
93 |
93 |
Own shares |
|
|
13 |
(3,228) |
(3,180) |
(3,228) |
Retained earnings |
|
|
|
43,730 |
24,145 |
28,592 |
|
|
|
|
|
|
|
Total equity |
|
|
|
41,239 |
21,693 |
26,092 |
|
|
|
|
|
|
|
The figures as at 30 June 2013 have been restated to reflect the transfer of the nominal value of the shares purchased and cancelled by the Company to capital redemption reserve. |
||||||
|
|
|
|
|
|
|
Condensed consolidated cash flow statement for the six months ended 30 June 2014 |
|
|||||
|
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
Notes |
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Profit |
|
|
|
18,793 |
2,342 |
8,589 |
Adjustments for: |
|
|
|
|
|
|
Net finance income |
|
|
|
(76) |
(102) |
(134) |
Tax expense |
|
|
|
4,751 |
786 |
2,122 |
Depreciation of property, plant and equipment |
185 |
159 |
311 |
|||
Shares in lieu of fees and options received in kind |
(11,961) |
(2,005) |
(1,335) |
|||
Share-based payment expense |
|
|
|
57 |
76 |
138 |
|
|
|
|
|
|
|
Operating cash flows before movements in working capital |
11,749 |
1,256 |
9,691 |
|||
|
|
|
|
|
|
|
(Increase) / decrease in net trading investments |
|
|
(4,503) |
2,828 |
(1,212) |
|
Increase in trade and other receivables |
(28,436) |
(15,255) |
(3,742) |
|||
Increase in trade and other payables |
41,131 |
9,326 |
10,406 |
|||
|
|
|
|
|
|
|
Cash flow from / (used in) operating activities |
19,941 |
(1,845) |
15,143 |
|||
|
|
|
|
|
|
|
Interest paid |
|
|
|
(1) |
- |
(1) |
Tax paid |
|
|
|
(1,816) |
(1,055) |
(1,871) |
|
|
|
|
|
|
|
Net cash flow from / (used in) operating activities |
18,124 |
(2,900) |
13,271 |
|||
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
Interest received |
|
|
|
85 |
34 |
62 |
Purchase of property, plant and equipment |
6 |
(277) |
(108) |
(148) |
||
|
|
|
|
|
|
|
Net cash flow (used in) investing activities |
|
|
(192) |
(74) |
(86) |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
Dividends paid |
|
|
|
(5,128) |
(2,430) |
(4,541) |
Proceeds from issue of own shares |
9 |
- |
- |
|||
Acquisition of own shares by the EBT |
- |
(235) |
(283) |
|||
Acquisition of own shares for cancellation |
- |
(289) |
(289) |
|||
|
|
|
|
|
|
|
Net cash (used in) financing activities |
(5,119) |
(2,954) |
(5,113) |
|||
|
|
|
|
|
|
|
Net increase / (decrease) in cash and cash equivalents |
12,813 |
(5,928) |
8,072 |
|||
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
30,343 |
22,271 |
22,271 |
|||
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
9 |
43,156 |
16,343 |
30,343 |
||
|
|
|
|
|
|
|
The figures for the six months ended 30 June 2013 have been restated to reflect the transfer of the nominal value of the shares purchased and cancelled by the Company to capital redemption reserve. |
||||||
|
|
|
|
|
|
|
Condensed consolidated statement of changes in equity for the six months ended 30 June 2014 |
||||||
|
Share capital |
Share premium |
Capital redemption reserve |
Own shares |
Retained earnings |
Total |
|
£ 000's |
£ 000's |
£ 000's |
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Attributable to equity holders of the parent at 1 January 2013 |
638 |
- |
90 |
(2,945) |
24,446 |
22,229 |
Profit |
- |
- |
- |
- |
2,342 |
2,342 |
Total comprehensive income |
- |
- |
- |
- |
2,342 |
2,342 |
Own shares acquired in the period |
- |
- |
- |
(235) |
- |
(235) |
Own shares acquired for cancellation in the period |
(3) |
- |
3 |
- |
(289) |
(289) |
Credit to equity for equity-settled share-based payments |
- |
- |
- |
- |
76 |
76 |
Dividends paid |
- |
- |
- |
- |
(2,430) |
(2,430) |
Attributable to equity holders of the parent at 30 June 2013 |
635 |
- |
93 |
(3,180) |
24,145 |
21,693 |
Profit |
- |
- |
- |
- |
6,247 |
6,247 |
Total comprehensive income |
- |
- |
- |
- |
6,247 |
6,247 |
Own shares acquired in the period |
- |
- |
- |
(48) |
- |
(48) |
Credit to equity for equity-settled share-based payments |
- |
- |
|
- |
62 |
62 |
Credit to equity for day 1 valuation of acquired share options |
- |
- |
- |
- |
12 |
12 |
Deferred tax on share-based payments |
- |
- |
- |
- |
237 |
237 |
Dividends paid |
- |
- |
- |
- |
(2,111) |
(2,111) |
Attributable to equity holders of the parent at 31 December 2013 |
635 |
- |
93 |
(3,228) |
28,592 |
26,092 |
Retained profit |
- |
- |
- |
- |
18,793 |
18,793 |
Total comprehensive income |
- |
|
|
- |
18,793 |
18,793 |
Shares issued in the period |
- |
9 |
- |
- |
- |
9 |
Credit to equity for equity-settled share-based payments |
- |
- |
- |
- |
57 |
57 |
Deferred tax on share-based payments |
- |
- |
- |
- |
1,416 |
1,416 |
Dividends paid |
- |
- |
- |
- |
(5,128) |
(5,128) |
At 30 June 2014 |
635 |
9 |
93 |
(3,228) |
43,730 |
41,239 |
|
|
|
|
|
|
|
The figures as at 1 January 2013 and for six months ended 30 June 2013 have been restated to reflect the transfer of the nominal value of the shares purchased and cancelled by the Company to capital redemption reserve. |
|
|
|
|
|
|
|
||||||
Notes to the condensed consolidated financial statements |
|
|
|
|||||||||
1. Accounting policies |
|
|
|
|
|
|
|
|||||
General information |
|
|
|
|
|
|
|
|||||
The interim condensed consolidated financial statements of Cenkos Securities plc. ("Cenkos" or the "Company" together with its subsidiaries) for the six months ended 30 June 2014 are unaudited and were approved by the Board of Directors for issue on 16 September 2014.
|
|
|||||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those of estimates. |
|
|||||||||||
These financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments.
|
|
|||||||||||
Prior year comparatives have been amended to reflect the transfer of the nominal value of the shares purchased and cancelled by the Company from retained earnings to the capital redemption reserve. The impact of this is solely within total equity.
|
|
|||||||||||
Basis of accounting |
|
|
|
|
|
|
|
|||||
The interim condensed consolidated financial statements for the six months ended 30 June 2014 have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2013. |
|
|||||||||||
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2013, which are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. |
|
|||||||||||
The financial information contained in these interim condensed consolidated financial statements does not constitute the Company's statutory accounts within the meaning of section 434 of the Companies Act 2006. The comparative information contained in this report for the year ended 31 December 2013 does not constitute the statutory accounts for that financial period. Those accounts have been reported on by the Company's auditors Ernst & Young LLP, and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. |
|
|||||||||||
Going concern |
|
|
|
|
|
|
|
|||||
The Company's business activities, together with the factors likely to affect its future development and performance, its principal risks and uncertainties and the financial position of the Company, are set out in the Company's Annual Report for the year ended 31 December 2013. |
|
|||||||||||
|
|
|
|
|
|
|
|
|||||
Adoption of new and revised standards |
|
|
|
|
|
|
|
|||||
During the period, a number of amendments to IFRS's became effective and were adopted by the Company, none of which had a material impact on the Company's net cash flows, financial position, statement of comprehensive income or earnings per share. |
|
|||||||||||
|
|
|
|
|
|
|
|
|||||
2. Business and geographical segments |
|
|
|
|
|
|
|
|||||
Cenkos is managed as an integrated UK institutional stockbroking business and although it has different revenue streams, the nature of its activities is considered to be subject to similar economic characteristics. The internal reports used by the Chief Executive Officer for the purpose of monitoring performance and allocating resources reflect that Cenkos is managed as a single business unit. |
|
|||||||||||
Revenue is wholly attributable to the principal activity of the Company and arises solely within the UK. |
|
|||||||||||
|
|
|
|
|
|
|
|
|||||
Major clients |
|
|
|
|
|
|
|
|||||
In the six months ended 30 June 2014, one of Cenkos' clients contributed more than 10% of Cenkos' total revenue. The amount was £31.50 million (six months ended 30 June 2013: nil; year ended 31 December 2013: £6.43 million). |
|
|||||||||||
3. Tax |
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
The tax charge comprises: |
|
|
|
|
|
|
Current tax |
|
|
|
|
|
|
United Kingdom corporation tax at 21.50% (2013: 23.25%) based on the profit for the period |
5,105 |
843 |
2,612 |
|||
Adjustment in respect of prior period |
|
|
|
|
|
|
United Kingdom corporation tax at 23.25% (2012: 24.5%) |
- |
- |
25 |
|||
Total current tax |
|
|
|
5,105 |
843 |
2,637 |
|
|
|
|
|
|
|
Deferred tax |
|
|
|
|
|
|
Credit on account of temporary differences |
(354) |
(57) |
(495) |
|||
Deferred tax prior year |
|
|
|
- |
- |
(20) |
Total deferred tax |
|
|
|
(354) |
(57) |
(515) |
|
|
|
|
|
|
|
Total tax on profit on ordinary activities |
4,751 |
786 |
2,122 |
|||
|
|
|
|
|
|
|
The tax charge for the period differs from that resulting from applying the standard rate of UK corporation tax of 21.50% (2013: 23.25%) to the profit before tax for the reasons set out in the following reconciliation: |
|
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Profit before tax |
|
|
|
23,544 |
3,128 |
10,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities at the UK corporation tax rate of 21.50% (2013: 23.25%) |
5,062 |
727 |
2,491 |
|||
Tax effect of: |
|
|
|
|
|
|
Expenses that are not deductible in determining taxable profits |
43 |
64 |
104 |
|||
Income not subject to corporation tax |
|
|
|
- |
(15) |
(15) |
Recognition of deferred tax on share-based payments previously unrecognised |
(390) |
- |
(621) |
|||
Deferred tax rate change adjustment |
|
|
|
36 |
|
148 |
Adjustment for loss relief not claimed |
|
|
|
- |
10 |
10 |
Adjustment in respect of prior period deferred tax |
|
|
- |
- |
(20) |
|
Adjustment in respect of prior period current tax |
|
|
- |
- |
25 |
|
Tax expense for the period |
|
|
|
4,751 |
786 |
2,122 |
|
|
|
|
|
|
|
In addition to the amount credited to the income statement, deferred tax relating to share-based payments amounting to £1,416,548 has been charged directly to equity (six months ended 30 June 2013: £ nil, year ended 31 December 2013: £236,520). |
||||||
|
|
|
|
|
|
|
4. Dividends |
|
|
|
|
|
|
|
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
Amounts recognised as distributions to equity holders in the period: |
|
|
|
|||
Final dividend for the year ended 31 December 2013 of 8.5p (2012: 4.0p) per share |
5,128 |
2,430 |
2,430 |
|||
Interim dividend for the period to 30 June 2013 of 3.5p (June 2012: 3.5p) per share |
- |
- |
2,111 |
|||
|
5,128 |
2,430 |
4,541 |
|||
|
|
|
|
|
|
|
The proposed interim dividend for 30 June 2014 of 7p (30 June 2013: 3.5p) per share was approved by the Board on 16 September 2014 and has not been included as a liability as at 30 June 2014. The dividend will be payable on 6 November 2014 to all shareholders on the register at 10 October 2014. |
||||||
Under the Compensatory Award Plan ("CAP"), as described in the 2013 Annual Report, the payment of a dividend to ordinary shareholders will trigger a cash payment to holders of options under the CAP. The payment of this interim dividend will increase staff costs by £1.11 million in H2 2014 (3.5p 2013 interim dividend increased staff costs by £0.77 million in H2 2013). |
|
|
|
|
|
|
|
5. Earnings per share |
|
|
|
|
|
|
The calculation of the basic and diluted earnings per share is based on the following data: |
|
|
|
|
Six months ended |
Six months ended |
Year ended |
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
|
|
|
Basic earnings per share |
|
|
|
31.2p |
3.9p |
14.2p |
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
29.7p |
3.9p |
14.2p |
|
|
|
|
|
|
|
Earnings for the purpose of basic and diluted earnings per share |
|
|
|
|||
The calculation of the basic and diluted earnings per share is based on the following data: |
|
|
||||
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
Earnings for the purpose of basic and diluted earnings per share being net profit attributable to equity holders of the parent |
18,793 |
2,342 |
8,589 |
|||
|
|
|
|
|
|
|
Number of shares |
|
No. |
No. |
No. |
||
Weighted average number of ordinary shares for the purpose of basic earnings per share |
60,327,458 |
60,725,002 |
60,525,904 |
|||
Effect of dilutive potential ordinary shares: |
|
|
|
|||
Share options |
|
|
|
2,857,571 |
- |
- |
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purpose of diluted earnings per share |
63,185,029 |
60,725,002 |
60,525,904 |
|||
|
|
|
||||
The loans associated with the B shares were fully paid up by 30 June 2013 and the B shares converted to Ordinary shares. The calculation of the weighted average number of shares in prior periods included the total number of B shares, even though they were partly paid, as these shares were entitled to a full dividend payout. |
||||||
|
|
|
|
|
|
|
The Board has agreed to continue to fund the Company's Employee Benefit Trust ("EBT") so that it can make market purchases in Cenkos Securities plc shares as and when market conditions allow. During the period, however, no further shares were purchased. As at 30 June 2014 the EBT held a total of 3,158,477 ordinary shares at an aggregate consideration of £3.23 million, as shown in note 13. These shares are held by the trust in treasury and have been excluded from the weighted average number of shares calculation. |
|
|
|
|
|
|
|
6. Property, plant & equipment |
|
|
|
|
|
|
During the period, the Company spent approximately £276,565 (30 June 2013: £107,965, 31 December 2013: £147,953) on property, plant and equipment. This mostly related to the purchase of IT equipment and leasehold improvements. |
|
|
|
|
|
|
|
7. Trade and other receivables |
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
Current assets |
|
|
|
|
|
|
Market and client receivables |
|
|
|
45,606 |
28,188 |
17,396 |
Unpaid share capital and loans due from staff |
|
- |
- |
2 |
||
Prepayments and accrued income |
|
|
|
1,573 |
1,898 |
1,244 |
Other receivables |
|
|
|
598 |
771 |
707 |
|
|
|
|
47,777 |
30,857 |
19,349 |
|
|
|
|
|
|
|
8. Financial assets and liabilities |
|
30 June |
30 June |
31 December |
||
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
Financial assets at FVTPL |
|
|
|
|
|
|
Trading investments carried at fair value |
29,380 |
9,522 |
12,567 |
|||
Derivative financial assets |
|
|
|
496 |
622 |
1,139 |
|
|
|
|
29,876 |
10,144 |
13,706 |
|
|
|
|
|
|
|
Financial liabilities at FVTPL |
|
|
|
|
|
|
Contractual obligation to acquire securities |
(3,915) |
(4,029) |
(4,289) |
|||
|
|
|
|
|
|
|
9. Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
43,156 |
16,343 |
30,343 |
|
|
|
|
|
|
|
10. Trade and other payables |
|
|
|
|
|
|
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Trade creditors |
|
|
|
40,822 |
22,102 |
14,401 |
Corporation tax payable |
|
|
|
5,105 |
838 |
1,816 |
Accruals and deferred income |
|
|
|
33,508 |
9,730 |
18,724 |
Other creditors |
|
|
|
494 |
781 |
567 |
|
|
|
|
79,929 |
33,451 |
35,508 |
11. Deferred tax asset |
|
|
|
|
|
|
Deferred tax arises on all taxable and deductible temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. In the table below, the Company has recognised deferred tax assets on temporary differences relating to bonus payments, fixed assets and share options. |
|
|
|
Bonus |
Fixed |
Share |
|
|
|
|
payments |
assets |
options |
Total |
|
|
|
£ 000's |
£ 000's |
£ 000's |
£ 000's |
At 31 December 2012 |
|
|
243 |
29 |
- |
272 |
Increase on account of temporary differences - current year |
38 |
- |
- |
38 |
||
Increase on account of temporary differences - prior year |
20 |
- |
- |
20 |
||
|
|
|
|
|
|
|
At 30 June 2013 |
|
|
301 |
29 |
- |
330 |
(Decrease) / increase on account of temporary differences - current year |
(71) |
(2) |
530 |
457 |
||
Charge to equity |
|
|
- |
- |
237 |
237 |
|
|
|
|
|
|
|
At 31 December 2013 |
|
|
230 |
27 |
767 |
1,024 |
(Decrease) / increase on account of temporary differences - current year |
(36) |
(1) |
391 |
354 |
||
Charge to equity |
|
|
- |
- |
1,416 |
1,416 |
|
|
|
|
|
|
|
At 30 June 2014 |
|
|
194 |
26 |
2,574 |
2,794 |
|
|
|
|
|
|
|
The £2,573,846 deferred tax asset arising from share options reflects the increase in the Company's share price, with the share price at 30 June 2014 being above the options' exercise price.
|
||||||
The Finance Bill 2013 was substantively enacted on 2 July 2013. The reduction to the standard rate of corporation tax from 21% to 20% will be effective from 1 April 2015. Accordingly, the deferred tax balances at 30 June 2014 have been stated at 20% as this is expected the prevailing rate when the individual temporary differences are expected to reverse. |
||||||
The Group has unutilised capital losses on which a deferred tax asset has not been recognised as future utilisation of the losses is dependent on future chargeable gains which are uncertain. The unrecognised deferred tax asset in respect of capital losses carried forward is gross £302,261 (net £60,452 at 20%). |
||||||
|
|
|
|
|
|
|
12. Share capital |
|
|
|
|
|
|
The issued share capital as at 30 June 2014 amounted to £634,921 (30 June 2013: £634,821, 31 December 2013: £634,821). |
||||||
|
|
|
|
|
|
|
1 January 2013 to 31 December 2013 |
||||||
On 29 January 2013, 50,000 B shares of 1p each were converted into 50,000 ordinary shares of 1p each. |
||||||
On 14 May 2013, 20,338 B shares of 1p each were converted into 20,338 ordinary shares of 1p each. |
||||||
On 21 May 2013, 91,183 B shares of 1p each were converted into 91,183 ordinary shares of 1p each. |
||||||
On 24 May 2013, 257,357 B shares of 1p each were converted into 257,357 ordinary shares of 1p each. |
||||||
On 28 May 2013, 525,368 B shares of 1p each were converted into 525,368 ordinary shares of 1p each. |
||||||
On 17 June 2013, 1,200,000 B shares of 1p each were converted into 1,200,000 ordinary shares of 1p each. |
|
|||||
On 19 June 2013, 540,000 B shares of 1p each were converted into 540,000 ordinary shares of 1p each. |
|
|||||
On 29 January 2013, the Company purchased in the market 215,837 ordinary shares of 1p at 75p each. These shares were cancelled by the Company and an amount equivalent to the nominal value of the shares was transferred to the capital redemption reserve. |
||||||
On 24 May 2013, the Company purchased in the market 140,000 ordinary shares of 1p at 90p each. These shares were cancelled by the Company and an amount equivalent to the nominal value of the shares was transferred to the capital redemption reserve. |
||||||
The ordinary shares are admitted to trading on AIM. The B shares were not admitted to trading on AIM. The B shares were issued on a partly-paid basis to certain employees prior to the Company's admission and trading on AIM in October 2006. Holders of the B shares were required to pay the required premium which was specified at the time of allotment of the B shares. Upon payment of the required premium the B shares convert automatically into ordinary shares and are admitted to trading on AIM. All shares have equal voting rights. The required premium was paid up in full by 30 June 2013 and all B shares were converted into ordinary shares and admitted to trading on AIM. |
||||||
1 January 2014 to 30 June 2014 |
||||||
On 23rd April 2014, 10,000 ordinary shares of 1p each were issued following the exercise of 10,000 options in accordance with the Company's Long Term Incentive Plan. |
||||||
|
|
|
|
|
|
|
13. Own shares |
|
|
|
|
|
|
The purpose of the Company's EBT is to assist and encourage the holding of shares in the Company by employees for their benefit with a view to facilitating their recruitment, retention and motivation. During the period no further shares were purchased. As at 30 June 2014 the EBT held a total of 3,158,477 ordinary shares at an aggregate consideration of £3.23 million, as shown in the table below. |
||||||
|
Six months ended |
Six months ended |
Year ended |
|||
|
30 June 2014 |
30 June 2013 |
31 December 2013 |
|||
|
Number |
|
Number |
|
Number |
|
|
of shares |
£ 000's |
of shares |
£ 000's |
of shares |
£ 000's |
At 1 January |
3,158,477 |
3,228 |
2,843,724 |
2,945 |
2,843,724 |
2,945 |
Acquired during the period |
- |
- |
263,503 |
235 |
314,753 |
283 |
At the period ended |
3,158,477 |
3,228 |
3,107,227 |
3,180 |
3,158,477 |
3,228 |
|
|
|
|
|
|
|
14. Financial instruments |
|
|
|
|
|
|
Capital risk management |
|
|
|
|
|
|
The Company manages capital to ensure that the Company and its subsidiaries will be able to continue as a going concern while aiming to maximise the return to shareholders. The capital structure of the Company consists of equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings as disclosed in the condensed consolidated statement of changes in equity. At present the Company has no gearing and it is the responsibility of the Board to review the Company's gearing levels on an ongoing basis. As at 30 June 2014, Cenkos Securities plc had a solvency ratio of 145% (30 June 2013: 205%, 31 December 2013: 196%). |
||||||
Externally imposed capital requirement |
||||||
The Company has to retain sufficient capital to satisfy the UK Financial Conduct Authority's ("FCA") capital requirements. These requirements vary from time to time depending on the business conducted by the Company. The Company always retains a buffer above the FCA minimum requirement and has complied with these requirements during the period under review. |
||||||
Significant accounting policies |
|
|
|
|
|
|
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 of the Company's financial statements for the year ended 31 December 2013. |
Categories of financial instruments |
Carrying value |
|||||
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Available-for-sale investments |
|
1,000 |
1,000 |
1,080 |
||
|
|
|
|
|
|
|
Financial assets at fair value through profit and loss (FVTPL) |
|
|
|
|
||
Trading investments carried at fair value |
|
29,380 |
9,522 |
12,567 |
||
Derivative financial assets |
|
|
|
496 |
622 |
1,139 |
|
|
|
|
|
|
|
Financial liabilities at fair value through profit and loss (FVTPL) |
|
|
|
|||
Trading investments carried at fair value |
|
3,915 |
4,029 |
4,289 |
||
|
|
|
|
|
|
|
Financial liabilities held at amortised cost |
|
|
|
|||
Amortised cost |
|
|
|
79,929 |
33,451 |
35,508 |
|
|
|
|
|
|
|
Financial risk management objectives |
|
|
|
|
||
The Chief Executive Officer monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including price risk), credit risk and liquidity risk. Summaries of these reports are reviewed by the Board. |
||||||
Interest rate risk management |
|
|
|
|
|
|
The Company is exposed to interest rate risk because it has financial instruments on its statement of financial position which are at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate instruments. |
||||||
Interest rate sensitivity analysis |
|
|
|
|
|
|
The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the balance sheet date. For floating rate assets, the analysis is prepared based on the average rate due on the asset or liability through the period. A 25 basis points increase or decrease is used when reporting interest rate risk internally to senior management and represents management's assessment of a reasonably possible change in interest rates. |
||||||
Equity price risks |
|
|
|
|
|
|
The Company is exposed to equity price risks arising from equity investments. The financial instruments represent investments in listed equity securities that present the Company with opportunity for return through dividend income and trading gains. There are limits set for each financial instrument to limit the concentration of risks. |
||||||
Equity price sensitivity analysis |
|
|
|
|
|
|
The sensitivity analysis below has been determined based on the exposure to equity price risks at the reporting date and, in the opinion of senior management, a material movement in equity prices. This is based on the largest fall in the All Share AIM index in one day and over a two week period. These parameters are also considered in the Company's Individual Liquidity Adequacy Assessment (ILAA). |
||||||
• Net profit for the 6 months ended 30 June 2014 would have been £2.55 million higher / lower (30 June 2013: £0.55 million higher / lower, 31 December 2013: £1.05 million higher / lower) due to a change in the value of FVTPL held-for-trading investments. |
||||||
|
|
|
|
|
|
|
The Company's exposure to equity price risk is closely managed. The Company has built a framework of overall and individual stock limits and these are actively monitored by the Chief Executive Officer and senior management on a daily basis. This framework also limits the concentration of risks. The Company's overall appetite for exposure to equity price risk is set by the Board. |
||||||
Foreign currency risk |
|
|
|
|
|
|
The Company does not have any material dealings in foreign currency, as the majority of transactions are in UK based equities and hence denominated in sterling. |
||||||
Credit risk management |
|
|
|
|
|
|
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure and other reasons. The exposure of the Company to its counterparties is closely monitored and limits are set to minimise the concentration of risks. |
||||||
|
|
|
|
|
|
|
Trade receivables not related to the settlement of market transactions consist almost entirely of outstanding corporate finance fees and retainers and are spread across a wide range of industries. All new corporate finance clients are subject to a review by the New Business Committee. This committee considers, amongst other issues, the financial soundness of any client taken on. |
||||||
|
|
|
|
|
|
|
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Company's maximum exposure to credit risk without taking account of the value of any collateral obtained. |
||||||
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. |
||||||
|
|
|
|
|
|
|
The table below summarises the Company's exposure to credit risk by asset class according to whether the exposure is collateralised. |
Exposure to Credit Risk |
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
Derivative financial assets |
|
Uncollateralised |
|
496 |
622 |
1,139 |
Market and client receivables |
|
Uncollateralised |
|
45,607 |
28,188 |
17,396 |
Unpaid share capital and loans due from staff |
Collateralised |
|
- |
4 |
- |
|
Unpaid share capital and loans due from staff |
Uncollateralised |
|
2 |
- |
2 |
|
Prepayments and accrued income |
|
Uncollateralised |
|
1,573 |
1,897 |
1,244 |
Other receivables |
|
Uncollateralised |
|
595 |
768 |
707 |
Cash and cash equivalents |
|
Uncollateralised |
|
43,156 |
16,343 |
30,343 |
|
|
|
|
|
|
|
|
|
|
|
91,429 |
47,822 |
50,831 |
|
|
|
|
|
|
|
The table below summarises the Company's exposure to credit risk by asset class according to credit rating. |
Exposure to Credit Risk |
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
Derivative financial assets |
|
Unrated |
|
496 |
622 |
1,139 |
Market and client receivables |
|
Unrated |
|
24,413 |
18,672 |
11,404 |
Market and client receivables |
|
AA- |
|
14,915 |
9,516 |
5,102 |
Market and client receivables |
|
A |
|
4,089 |
- |
556 |
Market and client receivables |
|
A- |
|
2,190 |
- |
- |
Market and client receivables |
|
BBB |
|
- |
- |
334 |
Unpaid share capital and loans due from staff |
Unrated |
|
2 |
4 |
2 |
|
Prepayments and accrued income |
|
Unrated |
|
1,573 |
1,897 |
1,244 |
Other receivables |
|
Unrated |
|
595 |
768 |
707 |
Cash and cash equivalents |
|
AA- |
|
37,739 |
9,810 |
15,290 |
Cash and cash equivalents |
|
A |
|
5,417 |
6,533 |
15,053 |
|
|
|
|
|
|
|
|
|
|
|
91,429 |
47,822 |
50,831 |
|
|
|
|
|
|
|
Liquidity risk management |
|
|
|
|
|
|
Ultimate responsibility for liquidity risk management rests with the Board. It has, however, delegated day-to-day management to the Chief Executive Officer. The Company has in place an appropriate liquidity risk management framework for its management of its short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Given the nature of the Company's business, the Company does not run any material liquidity mismatches, financial liabilities are on the whole short-term and the Company has sufficient liquid assets to cover all of these liabilities. |
||||||
|
|
|
|
|
|
|
Liquidity and interest risk tables |
|
|
|
|
|
|
The following tables detail the Company's remaining contractual maturity for its non-derivative financial assets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company is required to pay. The table includes both interest and principal cash flows. The tables also detail the Company's expected maturity for its non-derivative financial assets. The tables below have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. |
||||||
|
|
|
|
|
|
|
Liquidity and interest rate table |
|
|
|
|
|
|
|
|
Weighted |
No |
|
More |
|
|
|
average |
maturity |
Less than |
than |
|
|
|
effective |
date |
1 month |
1 month |
Total |
As at 30 June 2014 |
|
interest rates |
£ 000's |
£ 000's |
£ 000's |
£ 000's |
Available-for-sale financial assets |
Non-interest bearing |
|
1,000 |
- |
- |
1,000 |
Financial assets at FVTPL |
Non-interest bearing |
|
29,380 |
- |
496 |
29,876 |
Trade and other receivables |
Non-interest bearing |
|
- |
47,777 |
- |
47,777 |
Financial liabilities at FVTPL |
Non-interest bearing |
|
- |
(3,915) |
- |
(3,915) |
Trade and other payables |
Non-interest bearing |
|
- |
(79,929) |
- |
(79,929) |
Cash and cash equivalents |
Variable interest rate instruments |
0.60% |
- |
5,330 |
- |
5,331 |
Cash and cash equivalents |
Variable interest rate instruments |
0.30% |
- |
87 |
- |
87 |
Cash and cash equivalents |
Variable interest rate instruments |
0.25% |
- |
37,739 |
- |
37,738 |
|
|
|
29,380 |
7,089 |
496 |
36,965 |
|
|
|
|
|
|
|
Liquidity and interest risk tables |
|
|
|
|
|
|
|
|
Weighted |
No |
|
More |
|
|
|
average |
maturity |
Less than |
than |
|
|
|
effective |
date |
1 month |
1 month |
Total |
As at 30 June 2013 |
|
interest rates |
£ 000's |
£ 000's |
£ 000's |
£ 000's |
Available-for-sale financial assets |
Non-interest bearing |
|
1,000 |
- |
- |
1,000 |
Financial assets at FVTPL |
Non-interest bearing |
|
9,522 |
440 |
182 |
10,144 |
Trade and other receivables |
Non-interest bearing |
|
- |
30,857 |
- |
30,857 |
Financial liabilities at FVTPL |
Non-interest bearing |
|
- |
(4,029) |
- |
(4,029) |
Trade and other payables |
Non-interest bearing |
|
- |
(33,451) |
- |
(33,451) |
Cash and cash equivalents |
Fixed interest rate instruments |
1.00% |
- |
2,750 |
- |
2,750 |
Cash and cash equivalents |
Variable interest rate instruments |
0.30% |
- |
3,750 |
- |
3,750 |
Cash and cash equivalents |
Variable interest rate instruments |
0.25% |
- |
9,843 |
- |
9,843 |
|
|
|
9,522 |
10,160 |
182 |
19,864 |
|
|
|
|
|
|
|
|
|
Weighted |
No |
|
More |
|
|
|
average |
maturity |
Less than |
than |
|
|
|
effective |
date |
1 month |
1 month |
Total |
As at 31 December 2013 |
|
interest rates |
£ 000's |
£ 000's |
£ 000's |
£ 000's |
Available-for-sale financial assets |
Non-interest bearing |
|
1,080 |
- |
- |
1,080 |
Financial assets at FVTPL |
Non-interest bearing |
|
12,567 |
- |
1,139 |
13,706 |
Trade and other receivables |
Non-interest bearing |
|
- |
19,349 |
- |
19,349 |
Financial liabilities at FVTPL |
Non-interest bearing |
|
- |
(4,289) |
- |
(4,289) |
Trade and other payables |
Non-interest bearing |
|
- |
(35,508) |
- |
(35,508) |
Cash and cash equivalents |
Variable interest rate instruments |
1.00% |
- |
3,284 |
- |
3,284 |
Cash and cash equivalents |
Variable interest rate instruments |
0.30% |
- |
11,768 |
- |
11,768 |
Cash and cash equivalents |
Variable interest rate instruments |
0.25% |
- |
15,290 |
- |
15,290 |
|
|
|
12,567 |
9,894 |
1,139 |
23,600 |
|
|
|
|
|
|
|
The carrying amounts of financial assets recorded at amortised cost in the financial statements approximate their fair values. |
||||||
|
|
|
|
|
|
|
Fair value hierarchy |
||||||
|
|
|
|
|||
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
As at 30 June 2014 |
|
|
£ 000's |
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Available-for-sale financial assets |
|
|
- |
- |
1,000 |
1,000 |
Financial assets at FVTPL |
|
|
|
|
|
|
Derivative financial assets |
|
|
- |
- |
496 |
496 |
Non-derivative financial assets held for trading |
|
29,380 |
- |
- |
29,380 |
|
|
|
|
29,380 |
- |
496 |
29,876 |
|
|
|
|
|
|
|
|
|
|
29,380 |
- |
1,496 |
30,876 |
|
|
|
|
|
|
|
Financial liabilities at FVTPL |
|
|
|
|
|
|
Non-derivative financial liabilities held for trading |
3,915 |
- |
- |
3,915 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no transfers between Level 1, 2 and 3 during the period. |
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
As at 30 June 2013 |
|
|
£ 000's |
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Available-for-sale financial assets |
|
|
- |
- |
1,000 |
1,000 |
Financial assets at FVTPL |
|
|
|
|
|
|
Derivative financial assets |
|
|
- |
- |
622 |
622 |
Non-derivative financial assets held for trading |
|
9,522 |
- |
- |
9,522 |
|
|
|
|
9,522 |
- |
622 |
10,144 |
|
|
|
|
|
|
|
|
|
|
9,522 |
- |
1,622 |
11,144 |
|
|
|
|
|
|
|
Financial liabilities at FVTPL |
|
|
|
|
|
|
Non-derivative financial liabilities held for trading |
4,029 |
- |
- |
4,029 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were no transfers between Level 1, 2 and 3 during the period. |
|
|
|
|||
|
|
|
|
|||
|
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
As at 31 December 2013 |
|
|
£ 000's |
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Available-for-sale financial assets |
|
|
- |
- |
1,080 |
1,080 |
Financial assets at FVTPL |
|
|
|
|
|
|
Derivative financial assets |
|
|
- |
- |
1,139 |
1,139 |
Non-derivative financial assets held for trading |
|
12,567 |
- |
- |
12,567 |
|
|
|
|
12,567 |
- |
1,139 |
13,706 |
|
|
|
|
|
|
|
|
|
|
12,567 |
- |
2,219 |
14,786 |
|
|
|
|
|
|
|
Financial liabilities at FVTPL |
|
|
|
|
|
|
Non-derivative financial liabilities held for trading |
4,289 |
- |
- |
4,289 |
||
|
|
|
|
|
|
|
There were no transfers between Level 1, 2 and 3 during the year.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lower level input that is significant to the fair value measurement as a whole) at the end of the reporting period. |
||||||
|
|
|
|
|||
Reconciliation of recurring fair value measurements categorised within Level 3 of the fair value hierarchy |
||||||
|
|
|
|
Unlisted securities |
Share options and warrants |
Total |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Opening balance 1 January 2014 |
|
|
|
1,080 |
1,139 |
2,219 |
|
|
|
|
|
|
|
Share options and warrants exercised |
- |
(521) |
(521) |
|||
Share options and warrants granted |
- |
10 |
10 |
|||
Net unrealised loss recognised in income statement relating to assets held at the end of the period |
- |
(132) |
(132) |
|||
Unlisted securities redeemed |
(80) |
- |
(80) |
|||
|
|
|
|
|
|
|
Closing balance 30 June 2014 |
|
|
|
1,000 |
496 |
1,496 |
|
|
|
|
|
|
|
Level 3 financial instruments consist of derivative financial assets and unlisted shares received in lieu of fees. |
||||||
|
|
|
|
|
|
|
Impact of reasonably possible alternative assumptions
|
||||||
|
|
|
|
|
|
|
Determination of fair value |
|
|
|
|
|
|
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
|
||||||
|
|
|
|
|
|
|
Fair values are determined according to the following hierarchy: |
||||||
|
|
|
|
|
|
|
|
Fair value at 30/06/14 |
Valuation Technique |
Unobservable input |
Range |
||
|
£ 000's |
|
|
|
|
|
Share options and warrants |
496 |
Monte Carlo simulation |
Volatility |
38-66% |
||
Unlisted securities |
1,000 |
IPEV valuation guidelines |
n/a |
n/a |
||
|
1,496 |
|
|
|
|
|
|
|
|
|
|
|
|
15. Related party transactions |
|
|
|
|
|
|
Transactions with related parties are made at arm's length. Transactions or balances between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and, in accordance with IAS 24, are not disclosed in this note. The Board includes all employees considered to be key management personnel. |
||||||
|
|
|
|
|
|
|
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
Amounts owed by related parties |
|
£ 000's |
£ 000's |
£ 000's |
||
|
|
|
|
|
|
|
Cenkos Nominees Limited |
|
|
|
242 |
317 |
119 |
|
|
|
|
|
|
|
The compensation of the key management personnel of the Company (including the Directors) and their interests in the shares and options over the shares of Cenkos Securities plc were as follows: |
|
|
|
|
Six months ended |
Year ended |
|
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
£ 000's |
£ 000's |
£ 000's |
|
|
|
|
|
|
|
Aggregate emoluments |
|
|
|
6,575 |
1,616 |
5,296 |
|
|
|
|
|
|
|
There were no Directors who were members of any Company pension scheme as at the period end (2013: none). The Board (excluding the Chairman) have reviewed the Chairman's remuneration arrangements to ensure that they reflect his contribution to the Company. The executive Directors have proposed - and the Remuneration Committee (excluding the Chairman) has agreed - that a further £125,000 is to be paid in respect of the additional work he undertook in 2013. |
||||||
|
|
|
|
|
|
|
Related party interests in ordinary shares of Cenkos Securities plc |
|
|
||||
|
|
|
|
30 June |
30 June |
31 December |
|
|
|
|
2014 |
2013 |
2013 |
|
|
|
|
No. |
No. |
No. |
Number of shares |
|
|
|
14,487,294 |
14,487,294 |
14,487,294 |
Percentage interest |
|
|
|
23% |
23% |
23% |
|
|
|
|
|
|
|
Related party interests in share options |
Six months ended |
Six months ended |
Year ended |
|||
|
30 June 2014 |
30 June 2013 |
31 December 2013 |
|||
|
Number |
Weighted |
Number |
Weighted |
Number |
Weighted |
|
|
average |
|
average |
|
average |
|
|
exercise |
|
exercise |
|
exercise |
|
|
price |
|
price |
|
price |
Outstanding at beginning of the period |
1,178,710 |
1.11 |
1,178,710 |
1.11 |
1,178,710 |
1.11 |
Lapsed during the period |
- |
- |
- |
- |
- |
- |
Exercised during the period |
|
|
|
|
|
|
Issued during the period |
- |
- |
- |
- |
- |
- |
Outstanding at the end of the period |
1,178,710 |
1.11 |
1,178,710 |
1.11 |
1,178,710 |
1.11 |
|
|
|
|
|
|
|
16. Events after the reporting period |
|
|
||||
There were no material events to report on that occurred between 30 June 2014 and the date at which the Directors signed this Interim Report. |