Preliminary Results
Hargreaves Lansdown PLC
03 September 2007
Hargreaves Lansdown plc
Unaudited Preliminary Results Announcement
Year ended 30 June 2007
Hargreaves Lansdown plc ('Hargreaves Lansdown' or the 'Company') is pleased to
announce today its first preliminary results since being admitted to the main
market of the London Stock Exchange.
Highlights
• Revenue increased by 34% to £98.8m (2006: £73.5m)
• Underlying operating profit (*) increased by 67% to £40.7m (2006: £24.3m)
• Underlying diluted earnings per share (**) increased by 52% to 6.4p
(2006: 4.2p)
• Underlying operating profit margin has increased to 41% (2006: 33%)
• Assets under administration increased by 67% to £10.2bn (***) (2006: £6.1bn)
• Average number of staff employed increased by 21% to 621 (2006: 513)
• Proportion of recurring revenue increased to 65% (2006: 61%)
(*) Operating profit before taxation and exceptional administrative expenses
(**) Based upon earnings before exceptional administrative expenses and
investment gains, and the full issued share capital
(***) Includes £805 million of Hargreaves Lansdown plc shares held in Vantage
Peter Hargreaves, Chief Executive, commented:
'We are very pleased to present our first set of results as a listed company for
the year ended 30 June 2007. Hargreaves Lansdown is a leading provider of
investment management products and services to the private investor in the UK,
and 2007 saw us consolidate this position with strong growth and excellent
results.
I am mindful that since our year end we have seen huge turmoil in the world's
stock markets. The market is still uncertain of the extent of the problems
caused by the United States' sub-prime lending market. Although Hargreaves
Lansdown has no direct exposure to this area, sentiment is likely to cause an
overreaction in markets and it is impossible to know when the bottom will occur.
We have always been rewarded by continuing to support our clients in turbulent
times and believe we emerge from these periods stronger and with improved market
share. A high proportion of assets held in Vantage are within tax wrappers and
our cash option allows clients to shelter from the market without withdrawing
capital and losing potential tax benefits.
I would also draw our shareholders' attention to the fact that we do have
significant businesses in areas far less affected by the market. We have a
successful corporate pensions division, a leading SIPP product and a market
leading annuity business. We are also seeing an increase in demand for advice
from our team of Financial Practitioners.
The long-term fiscal and demographic trends remain positive for our business. We
are still encouraged by the flow of ideas, the quality of our research and the
number of letters we receive from our clients praising all aspects of our
service. It is our company policy to put clients first, a philosophy which has
been the prime reason for the firm flourishing. We approach the new year
determined that we shall continue to grow the business and profits whilst at the
same time hoping that we return to more benign markets, which should in time
repair investor confidence.'
About us:
The Hargreaves Lansdown Group (the 'Group') distributes investment products and
attracts high quality earnings based upon the value of investments under
administration or management.
Our success can be attributed to innovative marketing, a high retention of
clients, through the provision of first class service and information and a
direct selling model which is cost effective, scalable and affords a high profit
margin.
For further information please contact:
Hargreaves Lansdown +44 (0)117 988 9967
Stephen Lansdown, Chairman
Peter Hargreaves, Chief Executive
Ben Yearsley, Media and Investor Relations
Financial Dynamics +44 (0) 20 7269 7200
Robert Bailhache
Nick Henderson
Analyst Presentation
There will be an analyst presentation on the results at 11:00am on Monday 3
September 2007 at Financial Dynamics, Holborn Gate, 26 Southampton Buildings,
London WC2A 1PB. Those analysts wishing to attend are asked to contact Financial
Dynamics. The presentation will also be accessible via a conference call for
those unable to attend in person. To register for the conference call, please
contact Financial Dynamics.
Chairman's Statement
Whilst positive market conditions have no doubt contributed to our good results
this year, our marketing team has also been successful at both encouraging
existing clients to entrust us with more of their wealth and attracting new
clients into our Vantage, our fund supermarket and wrap platform, and
discretionary management services. In particular, the growth in assets in our
Vantage SIPP has been substantial and we anticipate this to be an area of
continued expansion in the future.
Strong investment performance and the expansion of our team of advisers have
enabled us to substantially grow funds under management in our multi-manager
funds and our Portfolio Management Service (PMS) during the year. To the credit
of our investment team our four multi-manager funds have performed consistently
well throughout the year with all funds achieving top quartile performance
within their respective peer groups over the 12 month period to the end of June
2007.
The success of our Corporate Solutions division was a major factor in growing
revenue from third party business. This division continues to attract larger
corporate clients. At the year end, there were 77 pension schemes on our books
which contained a minimum of a hundred members, an increase of 43 per cent on
the previous year.
On the 15th May 2007 the Group floated on the London Stock Exchange. This was a
momentous milestone in the life of Hargreaves Lansdown. As predicted and hoped
for, the increased profile of the Group has already started to benefit the
business. We believe that the increased visibility of Hargreaves Lansdown as a
public company will afford both our corporate and individual clients even
greater comfort about dealing with us and entrusting us with their savings. We
have enjoyed the dialogue with our new shareholders and look forward to
continuing it in the future. Our local profile has improved our ability to
recruit staff and improved the quality of applicants.
Mike Evans, former Chief Operating Officer of Skandia UK Limited, and Jonathan
Bloomer, former Chief Executive of Prudential plc, joined the board as
non-executive directors in August and September 2006 respectively. Their
knowledge and experience in the financial services industry has already proved
to be of great assistance to the board and I am sure will be of even greater
benefit in the years ahead. Both Mike and Jonathan sit on the audit,
remuneration and nomination committees with Jonathan being the senior
independent director chairing those committees. We are actively seeking a new
non-executive director to bring the board in line with recommended best
practice.
A newly formed executive committee will be responsible for the day to day
running of the various divisions within the Group and will liaise closely with
the main board of directors in developing the business strategy, managing risk
and ensuring that we maintain the culture and dynamism which has made Hargreaves
Lansdown successful to date.
The regulatory environment that we operate in is undergoing a change towards a
more principles based approach focused on ensuring that investors are treated
fairly. Hargreaves Lansdown welcomes this move. Our business model and our
success are built on putting our clients first and providing the highest levels
of service. The regulatory environment is always changing and new regulations
stemming from the EU will take effect in the months ahead. In addition, the
Financial Services Authority is conducting a Retail Distribution Review looking
at the way the financial services sector operates. We do not believe that any of
these changes will materially affect our business model.
The demographics of the country are such that people need to save more. As a
business we are ideally situated to benefit from any increase in savings and it
is our intention to continue to develop Vantage and our other services to
improve our offering to the private investor. Our focus will be 'more of the
same' in seeking new clients with funds to invest, servicing existing clients
and encouraging them to transfer more of their assets onto our platform. We
will continue to market strongly in this respect but at the same time continue
to keep a tight control on our overheads to ensure that our margins are at least
maintained and hopefully improved. We are of course reliant on investment
markets being stable in order to maintain and increase our assets under
administration but we believe that by endeavouring to offer clients the best
information and the best service at the best prices our business will continue
to grow.
Our employees are vitally important to us. We seek to recruit and train
enthusiastic, intelligent employees and incentivise them through a good
remuneration structure to help grow the business. At the 30 June 2007 our staff
numbers totalled 648. 2007 has been a very busy time for everyone within the
Group not only dealing with the significant increases in business but also the
additional work involved with the flotation. I would like to personally thank
everyone for all their hard work and effort. Our success is down to them.
We look forward to facing the exciting new challenges of life as a listed
company.
S P Lansdown
Chairman
Extract from Chief Executive's Review
It is with pleasure that we present our first set of results as a publicly
quoted company. The Group has had a successful year's trading. This performance
is reflected in both underlying operating profit before tax (and exceptional
items) which increased by 67 per cent from £24.3 million to £40.7 million and
turnover which increased by 34 per cent from £73.5 million to £98.8 million. The
percentage of revenue which is recurring in nature (i.e. renewal commission,
management fees and interest) increased from 61 per cent to 65 per cent.
Operating costs were well controlled during the year and our underlying
operating profit margin increased from 33 per cent to 41 per cent. Underlying
diluted earnings per share have risen by 52 per cent to 6.4 pence compared with
4.2 pence for 2006.
During the year our assets under administration increased by 67 per cent from
£6.1 billion to £10.2 billion. This includes £1.3 billion of assets also under
our management, an increase of 86 per cent on the previous year. The growth in
assets under administration and management has arisen through a combination of
strong new business volumes and market growth. The most relevant index, being
the FTSE All Share, increased during the period by 15 per cent. As part of the
flotation of the Group, shares in Hargreaves Lansdown plc feature strongly on
the Vantage platform this year, as both exceptional inflows and exceptional
levels of market growth. At 30 June 2007, the value of Hargreaves Lansdown
shares on the Vantage platform was £805 million.
Review
Our year started with nervousness caused by the setback in the market in the
spring of 2006. Consequently we started our year concentrating on gathering
assets and through the media of our newsletters, supporting clients and making
suggestions.
There were a few highlights during the early part of our year such as the very
successful launch of an innovative third party fund which incorporated the best
ideas of several eminent fund managers. We were also pleased that the
predictions that A-Day in the pensions arena would be a one trick pony were
unfounded as we saw our pension volumes continue to grow strongly.
The summer months always bring about client malaise as they occupy themselves
with holidays and other things conducive to the glorious summer of 2006. We
were however encouraged during the first part of our financial year that
investors were seeking information, responding to our advertising and exploring
our website, which was completely revamped and relaunched in November 2006.
In the first six months of the year we performed well in comparison to the
general market place. Confidence was boosted by buoyant demand for our own
multi-manager funds, our Portfolio Management Service (PMS), Self Invested
Personal Pensions (SIPPs) and some interesting investments that were launched
during the period. The second half of the year started exceptionally well with a
number of divisions reporting record or near record volumes.
Renewed investor confidence encouraged us to market strongly during the third
quarter and we ran an extra newsletter during that period, a decision which
turned out to be extremely fortuitous. Many of our competitors submitted their
final ISA season offerings just as the market fell significantly in February.
It enabled us to hold our final ISA offering until we could see some stability
in the marketplace and it was submitted when investor confidence was improving.
Increased speculation regarding our float helped to generate interest in our
services and provided a boost to our advertising. Our year closed with the
prospect of marketing to many new prospective clients obtained during our April
and May advertising campaign.
There has been significant growth in our assets under administration on our
Vantage platform and assets under management. We were particularly pleased with
how all sectors of the firm coped with the exceptional levels of business and
also capitalised on the circumstances. Assets held in Vantage at the year end
included £2.2 billion invested in PEPs, £2.8 billion invested in ISAs, £1.4
billion invested in SIPPs and £2.7 billion invested in our Fund and Share
account. Our multi-manager funds reached £1 billion at the year end, including
£0.5 billion administered through Vantage.
Group strategy
Going forward our strategy will be 'more of the same' in that we will continue
to provide first class services to our clients, respond to market conditions and
innovate in our approach to marketing and product design. We will continue to
talk to new and potential clients about their investments whatever the
prevailing market conditions might be. We have not identified any new potential
businesses and we are not seeking to acquire any businesses. We will continue
to expand our Financial Practitioners division since we have established that
many clients would like a 'local' representative.
Our challenges for the year ahead are to continue improving our website where we
believe the future of the financial services industry lies and further enhancing
our platform through in-house development. We have boosted our marketing team
which we believe to be one of the most enthusiastic and talented marketing teams
in financial services. We expect SIPPs to become an ever more important part of
our client offering but we are also encouraged by our Portfolio Management
Service with clients seeking more assistance in managing their investment
portfolios.
We have finally established where we shall be operating from in a couple of
years time which should enable us to bring all our people together under one
roof, something which we believe will benefit the firm immensely.
Peter K Hargreaves
Chief Executive Officer
Extract from Financial Review
Certain figures contained in this document, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances the
sum of the numbers in a column or a row in tables contained in this document may
not conform exactly to the total figure given for that column or row.
Review of results
2007 2006
£'million £'million
Revenue 98.8 73.5
Underlying administrative expenses (58.1) (49.2)
Operating profit before exceptional administrative expenses 40.7 24.3
Exceptional administrative expenses (see (29.6) (19.6)
below)
Operating profit 11.0 4.6
Non operating income - investment revenue and 13.4 3.0
other gains
Profit before taxation 24.4 7.6
Taxation (7.4) (1.6)
Profit after taxation 17.0 6.0
The value of total assets under administration grew by 67 per cent during the
period, from £6.1 billion to £10.2 billion. This is largely made up of £9.1
billion of assets held within the Vantage service, with the remainder being
assets held within the Portfolio Management Service and other nominee
portfolios. We estimate that the £3.7 billion increase in Vantage assets from
£5.4 billion to £9.1 billion can be attributed to £0.8 billion of Hargreaves
Lansdown plc shares, £2.1 billion of other net new business, and £0.8 billion of
market growth.
The value of assets managed by Hargreaves Lansdown through its own range of
multi-manager funds and PMS increased by 86 per cent, to £1.3 billion, compared
to £0.7 billion as at 30 June 2006. Of these assets under management, £0.5
billion were held within Vantage as at 30 June 2007, compared with £0.2 billion
as at 30 June 2006.
At 30 June At 30 June
2007 2006
£'billion £'billion
Assets Under Administration AUA
- Vantage 9.1 5.4
- Other 0.2 0.2
AUA Total 9.3 5.6
Assets Under Administration and Management AUM
- Portfolio Management Service PMS 0.8 0.5
- Multi-manager funds excluding PMS 0.5 0.2
AUM Total 1.3 0.7
Less: Multi-manager funds included in both AUA and AUM (0.5) (0.2)
Total Assets Under Administration 10.2 6.1
Revenue increased by £25.3 million or 34 per cent, to £98.8 million in the year
ended 30 June 2007, compared to £73.5 million for the year ended 30 June 2006.
This was principally due to an increase in revenue of £23.6 million across the
Vantage, Discretionary and Advisory divisions resulting from increased assets
under administration and management and a full year's revenue on assets secured
in the previous year. The 67 per cent growth in asset values was attributable to
strong new business volumes and market growth. The FTSE All Share index
increased 15 per cent during the year, from 2967.58 to 3404.14.
The Group's underlying operating profit (operating profit before taxation and
exceptional items) increased by 67 per cent to £40.7 million in 2007 compared to
£24.3 million for 2006. The increase resulted from revenue growth, driven by
higher asset values, which did not necessitate an equivalent rise in costs. The
Group's operating margin increased from 33 per cent to 41 per cent.
The Group incurred exceptional administration expenses of £29.6 million during
the year, compared to £19.6 million for the year ended 30 June 2006. The
majority of these costs comprised the amount by which remuneration paid to
certain directors of the Company and its subsidiaries exceeded the amounts which
might be payable in future years following the agreement of a new remuneration
policy in March 2007. The remainder related to costs incurred in relation to the
flotation of the Group on the London Stock Exchange. All of the exceptional
costs for 2006 related to director's remuneration.
Hargreaves Lansdown's 2007 results have been prepared for the first time in
accordance with International Financial Reporting Standards (IFRS) and the
comparative figures have been restated. The introduction of IFRS has resulted in
a reduction in operating profit of £0.7 million in 2007 and £0.4 million in
2006. Our cash flow has not been affected by these accounting adjustments. The
most significant adjustment is the inclusion of a fair value charge in respect
of share arrangements entered into after 7th November 2002 and still in
existence at the date of transition to IFRS on 1 July 2005.
There were £13.4 million of investment revenue and other gains during the year.
This is primarily due to the disposal of a number of its fixed asset investments
during the year which resulted in net gains of £11.9 million.
The Group's reported profit before tax increased to £24.4 million, compared to
£7.6 million in the previous year. The effective tax rate for the Group this
year was just above 30 per cent which has resulted in a reported profit after
tax for the year of £17.0 million, compared to £6.0 million for the previous
year.
Revenue
Revenue by division Year Ended Year Ended
30 June 30 June
2007 2006
£'million £'million
Vantage 52.1 35.2
Advisory 11.9 8.2
Discretionary 7.4 4.4
Third Party 19.8 17.1
Stockbroking 5.8 7.5
Central services 1.7 1.1
98.8 73.5
The Vantage division increased its revenues by £16.9 million, from £35.2 million
to £52.1 million. This resulted from strong growth in assets under
administration from £5.4 billion to £9.1 billion. The revenue growth also
reflects the impact of a full year's income on assets acquired during the
previous year. The Vantage service allows clients to hold assets in tax
efficient wrappers such as a PEP, ISA or SIPP, or alternatively in a Fund and
Share Account. The highest growth in asset values was evident in the SIPP, with
an increase of 180 per cent from £0.5 billion to £1.4 billion. The Fund and
Share Account experienced high net inflows and market growth, including the
exceptional impact of Hargreaves Lansdown plc shares, with asset values
increasing by 125 per cent from £1.2 billion to £2.7 billion. The strong growth
experienced in PEP / ISA business in 2006 continued in 2007 with assets
increasing by 36 per cent to £5 billion.
The Advisory business increased its revenues by £3.7 million, from £8.2 million
to £11.9 million. In addition to initial and renewal commission earned on the
distribution of third party investments, this division earns initial charges and
annual management fees on assets introduced into the Group's Portfolio
Management Service (PMS). The value of assets managed in PMS increased by 59 per
cent from £493 million to £784 million. This growth can be attributed to high
inflows, facilitated by an expanded team of advisers, and market growth. The
average number of advisers employed during the year increased by 22 per cent,
from 47 in 2006 to 69 in 2007.
The value of Hargreaves Lansdown's multi-manager funds increased from £0.6
billion at 30 June 2006 to £1 billion, a 67 per cent uplift. As at 30 June 2007,
52 per cent of these were held within PMS, 46 per cent were held within Vantage
and the remainder were held directly. The Discretionary division earns renewal
commission on underlying investments held in PMS, including the value of PMS
investments in the Group's multi-manager funds. The multi-manager funds charge
one per cent annually on the value of funds under management, which is
recognised in the Discretionary division net of the renewal commission paid to
PMS and Vantage.
Hargreaves Lansdown's Third Party business comprises those investment products
which are sold by the Group but not held in Vantage or other Group nominee
accounts. These include corporate pensions, personal pensions, annuities, third
party investment products, venture capital trusts and life assurance. The
divisions handling Third Party business increased revenues overall by 16 per
cent, from £17.1 million to £19.8 million. The increase can be attributed to
growth in corporate pensions and personal annuities and term assurance. The
growth in these areas was offset by an expected decline of 14 per cent in the
revenue from Third Party investments. This revenue will continue to decline as
more clients choose to transfer their investments onto the Vantage platform.
The Stockbroking division experienced a decline in revenue of 23 per cent, from
£7.5 million to £5.8 million. This can largely be attributed to the cessation of
a dealing service previously operated for a third party. This contract was
terminated in November 2006 to enable this division to focus on servicing the
higher margin, core Vantage business.
Underlying administrative expenses
Year Ended Year Ended
30 June 30 June
2007 2006
£'million £'million
Staff costs 34.5 28.1
Commission payable 9.3 7.9
Marketing costs 5.8 4.7
Depreciation, amortisation and financial costs 0.8 1.1
Other costs 7.7 7.4
58.1 49.2
Underlying administrative expenses increased by 18 per cent, from £49.2 million
to £58.1 million. The Group's largest cost remains staff costs, which represents
59 per cent of administrative expenses. These costs increased by 23 per cent in
line with a 21 per cent increase in average staff numbers.
Commission payable includes the share of the renewal commission which the Group
receives on funds held in Vantage which is rebated back to clients as a cash
loyalty bonus (except with respect to those funds held in the SIPP). Commission
payable increased by 18 per cent, from £7.9 million to £9.3 million. This was
attributable to the growth in assets under administration in Vantage, offset by
a drop in commission payable under a contract to provide dealing services for a
third party which was terminated in November 2006.
The Group increased its marketing spend by 23 per cent, from £4.7 million to
£5.8 million. This includes the costs of sending information to existing and
potential clients, including the Group's flagship publication, the Investment
Times. These costs also include an element of media advertising, postage,
stationary and the cost of corresponding with clients. The increase can be
attributed to greater media advertising to respond to a fertile market and the
high profile of the Group during its flotation.
As the majority of our platform development is undertaken in-house, the capital
expenditure of the business remains fairly low. The charge for depreciation,
amortisation and financial costs for the year were not significant, decreasing
from £1.1 million to £0.8 million.
Other administrative costs and overheads include items such as building and
utility costs, dealing costs, irrecoverable VAT, compliance costs, insurance,
professional services, computer maintenance and external administration charges.
These were controlled during the period, increasing by just 4 per cent from £7.4
million to £7.7 million.
Non operating income
Investment revenues fell from £2.9 million to £1.4 million and were
predominantly made up of interest receivable on the Group's cash balances. The
drop can be attributed to a special dividend received in 2006 from the London
Stock Exchange.
The Group disposed of the majority of its fixed asset investment during the
year, including its holdings in EMX Company Limited and the London Stock
Exchange plc. This resulted in net gains in 2007 of £11.9 million, with none
arising in 2006.
Taxation
Taxation increased from £1.6 million to £7.4 million. The higher charge can be
attributed to an increase in pre-tax profits and an increase in the effective
tax rate from 21 per cent to just above 30 per cent. The reduced rate in 2006
was largely the result of a dividend receipt of £1.9 million on which no tax was
payable and deductions in relation to share option benefits. In the year ended
30 June 2007, there was no such dividend and deductions in relation to share
option benefits were offset by float costs which were not allowable for tax
purposes.
Earnings per share (EPS)
The basic diluted EPS increased from 1.3 pence to 3.6 pence. However the
directors consider the most relevant EPS calculation to be the underlying
diluted earnings per share. This is calculated as the earnings for the year,
adjusted to exclude the net effect of exceptional administration expenses and
investment gains, divided by the total number of shares in issue, including
those held by the Employee Benefit Trust (EBT). Underlying diluted EPS increased
by 52 per cent, from 4.2 pence to 6.4 pence. As at 30 June 2007, the EBT held
sufficient shares to satisfy all outstanding share options granted under the
Employee Share Schemes.
Dividend
On 26 April 2007 a dividend of 3.0 pence per share was proposed and was paid on
21 May 2007 to shareholders on the register as at 1 May 2007. This was a 66 per
cent increase on total dividend payments of 1.81 pence made in 2006. As
previously advised prior to the flotation, there will be no final dividend in
respect of the financial year ended 30 June 2007. An arrangement exists under
which the Hargreaves Lansdown Employee Benefit Trust (the 'EBT') has agreed to
waive all dividends.
Capital expenditure and cash flow
Capital expenditure remained relatively low, increasing from £0.8 million to
£1.5 million.
The Group was highly cash generative during the year with the significant
outgoings from underlying profits being exceptional director's remuneration and
dividends. These were offset to some extent by the proceeds from the disposal of
a high proportion of the Group's investments and the sale of Company shares by
the EBT. The Group's own cash balances increased from £9.4 million to £32.9
million during the year. This includes £12.4 million of cash held within the
EBT.
Net assets, capital requirement and treasury policy
Group net assets increased from £17.5 million to £44.5 million. The Group has
four subsidiary companies which are authorised and regulated by the Financial
Services Authority. These firms maintain capital resources at a level which
satisfies both their regulatory capital requirements as well as their working
capital requirements. As at 30 June 2007, the aggregated regulatory capital
requirement across the four regulated subsidiary companies was approximately £9
million compared to capital resources of approximately £27 million, which
resulted in a surplus of approximately £18 million.
The Group has no borrowings and deposits its liquid funds with selected
financial institutions which maintain a long term credit rating of AA- or
better. The Group actively maintains cash balances on short term deposit to
ensure that it has sufficient available funds for operations. This policy is
designed to ensure that the Group takes no material credit risk. The Group is
not exposed to significant foreign exchange translation or transaction risk.
Martin Mulligan
Group Finance Director
Consolidated Income Statement
Year Year
ended ended
30 June 30 June
2007 2006
Note £'000 £'000
Revenue 2 98,769 73,460
Administrative expenses (58,098) (49,190)
Exceptional administrative expenses 4 (29,628) (19,627)
Total administrative expenses (87,726) (68,817)
Operating profit 11,043 4,643
Analysed as:
Operating profit before exceptional 40,671 24,270
administrative expenses
Exceptional administrative expenses 4 (29,628) (19,627)
Operating profit 11,043 4,643
Investment revenue 5 1,430 2,919
Other gains and losses 6 11,917 35
Profit before tax 24,390 7,597
Tax 7 (7,435) (1,584)
Profit for the year 16,955 6,013
Dividend per share (pence) 8
Interim dividend 3.00 0.36
Special interim dividend - 1.09
Final dividend - 0.36
Total dividend per share 3.00 1.81
Earnings per share
Basic earnings per share * (pence) 9 3.6 1.4
Diluted earnings per share * (pence) 9 3.6 1.3
All income, profits and earnings are in respect of continuing operations.
* The directors consider that the underlying earnings per share figures as shown in note 9 represents
a more consistent measure of underlying performance as this measure excludes the impact of exceptional
items.
Consolidated Balance Sheet
At 30 June At 30 June
2007 2006
Note £'000 £'000
Non-current assets
Goodwill 1,333 1,333
Other intangible assets 81 97
Property, plant and equipment 2,249 1,719
Deferred tax assets 12 4,978 820
8,641 3,969
Current assets
Trade and other receivables 11 51,533 48,075
Cash and cash equivalents 11 48,092 13,745
Investments 10 1,169 13,352
100,794 75,172
Total assets 109,435 79,141
Current liabilities
Trade and other payables 13 63,976 57,610
Current tax liabilities 154 -
64,130 57,610
Net current assets 36,664 17,562
Non-current liabilities
Deferred tax liabilities 12 - 2,882
Trade and other payables 13 281 665
Provisions 529 515
810 4,062
Total liabilities 64,940 61,672
44,495 17,469
Net assets
Equity
Share capital 14 1,897 172
Share premium account 15 8 1,733
Investment revaluation reserve 16 - 7,149
Capital redemption reserve 12 12
Shares held by Employee Benefit Trust 17 (7,552) (19,809)
reserve
EBT reserve 18 12,030 (63)
Share option reserve 19 7,082 914
Retained earnings 20 31,018 27,361
Total equity, attributable to equity shareholders of the 44,495 17,469
parent
These financial statements are unaudited.
Consolidated Statement of Cash Flows
Year ended Year ended
30 June 30 June
2007 2006
Note £'000 £'000
Net cash from operating activities, 21 7,741 6,776
after tax
Investing activities
Interest received 1,228 993
Dividends received from investments 202 1,926
Proceeds on disposal of 14,281 -
available-for-sale investments
Purchases of property, plant and (1,437) (830)
equipment
Purchase of intangible fixed assets (53) (17)
Acquisition of investments (212) (69)
Purchases of own shares - (19,667)
Proceeds on sale of own shares 25,645 264
Proceeds on sale of associated - 85
undertaking
Net cash from/ (used in) investing 39,654 (17,315)
activities
Financing activities
Receipts from repayment of loan 250 -
Dividends paid (13,298) (7,863)
Net cash used in financing (13,048) (7,863)
activities
Net increase/(decrease) in cash and cash 34,347 (18,402)
equivalents
Cash and cash equivalents at 13,745 32,147
beginning of year
Cash and cash equivalents at end 48,092 13,745
of year
Consolidated Statement of Recognised Income and Expense
Year ended Year ended
30 June 30 June
2007 2006
Note £'000 £'000
Profit for the financial year 16,955 6,013
Revaluation of available-for-sale 16 1,202 2,886
investments, net of tax
Gain on disposal of available for sale 16 (8,351) -
investments transferred to income
statement, net of tax
Gain on sale of shares by employee 18 12,093 (63)
benefit trust
Net income recognised directly in 4,944 2,823
equity
Total recognised income and expense for the financial 21,899 8,836
year
Notes to the Financial Statements
1. General information
On 18 May 2007 the Company was admitted to the Official List of the Financial
Services Authority and to unconditional trading on the London Stock Exchange
plc's main market for listed securities.
This Preliminary Announcement is presented in pounds sterling which is the
currency of the primary economic environment in which the Group operates.
The consolidated financial statements contained in this preliminary announcement
do not constitute statutory accounts as defined in Section 240 of the Companies
Act 1985. The disclosures made meet the requirements of the Listing Rules. The
financial statements are extracted from the 2007 Group financial statements
which have yet to be signed and have not yet been delivered to the Registrar of
Companies.
The financial information included in this preliminary announcement has been
computed in accordance with EU endorsed International Financial Reporting
Standards (IFRS). Previously the Group reported its results using UK GAAP, and
the impact of the transition to IFRS is shown in note 22. The principal
accounting policies will be set out in the Group's 2007 statutory accounts.
The comparative figures for the financial year ended 30 June 2006, which are
based on the statutory accounts for that year, have been adjusted for the
effects of IFRS and those adjusted figures are unaudited. The report of the
auditors on the financial statements for the year ended 30 June 2006 which were
prepared in accordance with UK GAAP was unqualified and did not contain a
statement under section 237 (2) or (3) of the Companies Act 1985. The financial
statements for the financial year ended 30 June 2006 have been delivered to
Companies House.
Basis of Preparation
The consolidated financial statements of Hargreaves Lansdown plc have, for the
first time, been prepared in accordance with International Financial Reporting
Standards adopted by the International Accounting Standards Board ('IASB') and
interpretations issued by the International Financial Reporting Interpretations
Committee of the IASB (together 'IFRS') as endorsed by the European Union.
At the date of authorisation of these financial statements, the following
Standards and Interpretations which have not been applied in these financial
statements were in issue but not yet effective:
Effective for the Group for the financial year beginning 1 July 2007:
Amendment to IAS 1 'Presentation of Financial Statements - Capital Disclosures'
IFRS 7 'Financial Instruments: Disclosure'
IFRIC 8 'Scope of IFRS 2'
IFRIC 9 'Re-assessment of embedded derivatives'
IFRIC 11 'IFRS 2 - Group and Treasury Share Transactions'
Effective for the Group for future financial years:
Amendment to IAS 23 'Borrowing Costs'
IFRS 8 'Operating Segments'
IFRIC 12 'Service Concession Arrangements'
The Group has considered the above new standards, interpretations and amendments
to published standards that are not yet effective and concluded that they are
either not relevant to the Group or that they would not have a significant
impact on the Group's financial statements, apart from additional disclosures.
The implementation of IFRIC 11 affects the accounting treatment of arrangements
where a parent company grants rights to its equity instruments to employees in a
subsidiary company and does not effect the overall position of the Group but
will require that the transaction is treated as a capital contribution by the
parent company. It is effective for accounting periods commencing on or after 1
March 2007.
The transitional disclosures required by IFRS 1 concerning the transition from
UK Generally Accepted Accounting Principles ('UK GAAP') to IFRSs are set out in
note 22.
The date of transition to IFRS for the Group and the Company was 1 July 2005.
The financial statements have been prepared on the historical cost basis, except
for the revaluation of certain financial instruments.
2. Revenue
Revenue represents commission receivable from financial services provided to
clients, interest on settlement accounts and management fees charged to clients.
It relates to services provided in the UK and is stated net of value added tax.
An analysis of the Group's revenue is as follows:
Revenue from services:
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Fees and commission income 87,509 66,132
Interest and similar income 8,832 5,063
Subscriptions and sundry 2,428 2,265
charges
Total operating income 98,769 73,460
3. Business and geographical segments
A business segment is a group of assets and operations engaged in providing
services that are subject to risks and returns that are different from those of
other business segments. The Group is currently organised into different
operating divisions, however the nature of the services provided, the regulatory
environment, the customer base and distribution channels for each division are
the same, so that for the purposes of IAS14 Segment Reporting, the consolidated
entity operates in one business segment. The principal activity of the Group is
the provision of investment management services. As the Group only operates in
one business segment, no additional business segmental analysis has been shown.
All business activities are located within the UK and therefore the Group
operates in a single geographical segment.
4. Exceptional Items
Year Year
ended ended
30 June 30 June
2007 2006
Exceptional administrative expenses
comprise: £'000 £'000
- Additional directors' remuneration 27,016 19,627
- Flotation costs 2,612 -
Exceptional items are those significant items that fall within the activities of
the Group which are separately disclosed by virtue of their size or incidence to
enable a full understanding of the Group's financial performance.
Additional directors' remuneration
On 5 April 2007, bonuses totalling £23.95 million (total cost £27,016,000
including national insurance) were awarded to certain executive directors of the
Company and its subsidiaries.
Flotation costs
Costs relating to the Company's Admission to the London Stock Exchange comprise
legal and professional fees of £2,612,000.
5. Investment revenue
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Interest on bank deposits 1,228 993
Dividends from equity investment 202 1,926
1,430 2,919
6. Other gains and losses
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Profit on disposal of associated - 35
undertaking
Gain on disposal of investments 11,917 -
11,917 35
7. Tax
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Current tax 8,241 2,385
Deferred tax (note 12) (806) (801)
7,435 1,584
Corporation tax is calculated at 30% of the estimated assessable profit for
the years.
In addition to the amount charged to the income statement, certain tax amounts
have been charged directly to equity as follows:
£'000 £'000
Deferred tax relating to share based payments (note (3,352) (44)
19)
Deferred tax on revaluation of the Group's available 684 1,218
for sale investments (note 16)
Current tax relief on exercise of share options (note (2,308) -
19)
Current tax on gain on disposal of shares held by EBT 1,293 -
(note 18)
(3,683) 1,174
Factors affecting tax charge for the year
It is expected that the ongoing effective tax rate will trend to a rate
approximating to the standard UK corporation tax rate (currently 30%, 28% from 1
April 2008) in the medium term. During the year ended 30 June 2007 the
effective tax rate has been just above 30% primarily due to the disallowable
flotation costs. A deferred tax asset in respect of future share option
deductions has been recognised based on the Company's share price as at 30 June
2007.
Factors affecting future tax charge
A number of changes to the UK tax system were announced in the March 2007 Budget
Statement and are expected to be enacted in the 2007 and 2008 Finance Acts. The
changes relating to the reduction in corporation tax from 30% to 28% has been
substantively enacted at the balance sheet date and, therefore, is included in
these financial statements.
Any increase or decrease to the Company's share price will impact the amount of
tax deduction available in future years on the value of shares acquired by staff
under share incentive schemes.
The charge for the year can be reconciled to the profit per income statement as
follows:
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Profit before tax from continuing 24,390 7,597
operations
Tax 7,317 2,279
- at the UK corporation tax rate of 30% 30%
Disallowed/(non-taxable) items (672) (206)
Disallowed flotation costs 784 -
Effect of adjustments relating to 110 74
prior years
Effect of small company rate and rate applicable 2 (10)
to trusts
Surplus trading losses of subsidiary - 26
Impact of change in tax rate (61) -
Dividend income not subject to tax (45) (579)
Tax expense for the year 7,435 1,584
Effective tax rate 30% 21%
8. Dividends
Year ended Year ended
30 June 30 June
2007 2006
Amounts recognised as distributions to equity £'000 £'000
holders in the period:
First interim dividend of 3.0p (2006: 13,298 1,560
0.36p) per share
Special interim dividend of 1.09p - 4,727
per share
Final dividend per share of £nil - 1,576
(2006: 0.36p)
13,298 7,863
Dividend per share figures are restated to reflect the share restructuring on 10
April 2007 described in note 14.
On 26 April 2007 an interim dividend of 3.0 pence per share was proposed and was
paid on 21 May 2007 to shareholders on the register as at 1 May 2007. No final
dividend is proposed in respect of the year ended 30 June 2007, as advised by
the directors prior to flotation.
Under an arrangement dated 30 June 1997 the Hargreaves Lansdown Employee Benefit
Trust (the 'EBT'), which held the following number of ordinary shares in
Hargreaves Lansdown plc at the date shown, has agreed to waive all dividends.
Year ended Year ended
30 June 30 June
2007 2006
Number of shares held by the Hargreaves 14,038,685 40,986,825
Lansdown Employee Benefit Trust
Representing % of called-up share capital 2.96% 8.64%
9. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary shares
in issue during the period, including ordinary shares held in the EBT reserve
which have not vested unconditionally with employees.
Diluted earnings per share is calculated adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential
ordinary shares.
Underlying basic earnings per share and underlying diluted earnings per share
are calculated as for basic and diluted earnings per share, but using an
adjusted earnings figure such that the profit attributable to equity holders of
the Company is stated before exceptional items and investment gains. The
directors consider that the underlying earnings per share represent a more
consistent measure of underlying performance.
The weighted average number of ordinary shares used for the calculation of
earnings per share has been adjusted to show the impact of the subdivision of
each ordinary share of 10 pence into 25 ordinary shares of 0.4 pence and a 10
for 1 bonus issue which took place on 10 April 2007 as described in note 14.
The calculation of the basic and diluted earnings per share is based on the
following data:
Year ended Year ended
30 June 30 June
2007 2006
Earnings (all from continuing operations) £'000 £'000
Earnings for the purposes of basic and diluted 16,955 6,013
earnings per share being net profit attributable
to equity holders of the parent
Exceptional administrative expenses 29,628 19,627
Investment gains (11,917) (35)
Tax on exceptional administrative (4,539) (5,888)
expenses and investment gains
Earnings for the purposes of underlying basic and 30,127 19,717
underlying diluted earnings per share
Number Number
Number of shares
Weighted average number of ordinary shares for the
purposes of diluted earnings per share, being
total issued share capital 474,318,325 474,318,325
Shares held by HL EBT which have not vested 9,721,460 34,111,825
unconditionally with employees
Weighted average number of ordinary shares for the 464,596,865 440,206,500
purposes of basic earnings per share
Pence Pence
Underlying basic earnings per share 6.5 4.5
Underlying diluted earnings per share 6.4 4.2
10. Investments
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
At beginning of year 13,352 9,243
Revaluation surplus transfer to equity (note 16) 1,886 4,104
Net increase in the value of short term trading 212 68
investments held at fair value through profit and
loss
Elimination of subsidiary on consolidation - (13)
Disposals (14,281) (50)
At end of year 1,169 13,352
Current asset investments include the following:
At 30 June At 30 June
2007 2006
£'000 £'000
UK listed securities valued at quoted market price 428 11,248
Unlisted securities valued at cost 741 2,104
1,169 13,352
£428,000 (2006: £215,000) of investments are classified as held at fair value
through profit and loss and £741,000 (2006: £13,137,000) are classified as
available-for-sale. Available-for-sale investments have been included at fair
value where a fair value can be reliably calculated, with the revaluation gains
and losses reflected in the investment revaluation reserve as shown in note 16,
until sale when the cumulative gain or loss is transferred to the income
statement. If a fair value cannot be reliably calculated by reference to a
quoted market price or other method of valuation, available-for-sale investments
are included at cost, with a fair value adjustment recognised upon disposal of
the investment.
11. Other financial assets
At 30 June At 30 June
2007 2006
Trade and other receivables £'000 £'000
Trade receivables 45,153 39,693
Other receivables 368 792
Corporation tax debtor - 1,914
Prepayments 6,012 5,676
51,533 48,075
Trade receivables are measured at initial recognition at fair value. Appropriate
allowances for estimated irrecoverable amounts are recognised in profit or loss
when there is objective evidence that the asset is impaired. In accordance with
market practice, certain balances with clients, Stock Exchange member firms and
other counterparties are included in debtors. Trade receivables include £36.3
million (2006: £33.7 million) of counterparty balances.
11. Other financial assets continued
Cash and cash equivalents
At 30 June At 30 June
2007 2006
£'000 £'000
Cash and cash equivalents 48,092 13,745
Comprising:
Restricted cash - client settlement account 15,163 4,393
balances
Restricted cash - balances held by EBT 12,370 157
Group cash and cash equivalent balances 20,559 9,195
Cash and cash equivalents comprise cash held by the Group and institutional cash
funds with near-instant access. Included in cash and cash equivalents are
amounts of cash held on client settlement accounts as shown above.
12. Deferred tax
Deferred tax assets have not been offset with deferred tax liabilities due to
the expectation that the balances will reverse in different accounting years,
hence the deferred tax provision is reported separately as shown below:
At 30 June At 30 June
2007 2006
£'000 £'000
Deferred tax liabilities - (2,882)
Deferred tax assets 4,978 820
Net deferred tax asset/(liability) 4,978 (2,062)
The following are the major deferred tax liabilities and assets recognised and
movements thereon during the current and prior reporting years.
Revaluation Other
Accelerated of available Share deductible
tax for sale based temporary
depreciation investments payments differences Total
£'000 £'000 £'000 £'000 £'000
At 30 June 2005 (155) 1,664 (198) 378 1,689
Charge/(credit) to income (4) - (197) (600) (801)
Charge/(credit) to equity - 1,218 (44) - 1,174
As 30 June 2006 (159) 2,882 (439) (222) 2,062
Recycled from equity to - (3,566) - - (3,566)
income
Charge/(credit) to income (351) - (330) (125) (806)
Charge/(credit) to equity - 684 (3,352) - (2,668)
As 30 June 2007 (510) - (4,121) (347) (4,978)
13. Other financial liabilities
At 30 June At 30 June
2007 2006
Trade and other payables £'000 £'000
Current payables
Trade payables 51,423 37,321
Social security and other taxes 3,408 3,632
Other payables 7,718 14,431
Accruals and deferred income 1,427 2,226
63,976 57,610
281 665
Non-current payables - Other payables
In accordance with market practice, certain balances with clients, Stock
Exchange member firms and other counterparties are included in creditors. Trade
payables include £50.4 million (2006: £36.2 million) of counterparty balances.
Accruals and other payables principally comprise amounts outstanding for trade
purchases and ongoing costs.
14. Share capital
At 30 June At 30 June
2007 2006
£'000 £'000
Authorised:
525,000,000 ordinary shares of 0.4p each 2,100 250
(2006: 2,500,000 ordinary shares of 10p
each)
Issued and fully paid:
Ordinary shares of 0.4p (2006: 10p) each 1,897 172
Shares Shares
Issued and fully paid:
Number of ordinary shares of 0.4p (2006: 474,318,625 1,724,795
10p) each
The Company has one class of ordinary shares which carry no right to fixed
income.
On 10 April 2007 new articles of association of the Company were adopted
replacing the articles adopted on 30 January 2007. On the same date the
authorised share capital of the Company was increased from £250,000 to
£2,100,000 by the creation of 462,500,000 additional ordinary shares of 0.4
pence each, each ranking pari passu in all respects with the existing ordinary
shares of 0.4 pence each in the capital of the Company.
On 10 April 2007 a capitalisation issue of 10 shares for every 1 share took
place following a sub-division of the ordinary shares of 10 pence each into 25
ordinary shares of 0.4 pence each. £1,724,795 of the amount standing to the
credit of the share premium account of the Company was applied in paying up in
full the new ordinary shares of 0.4 pence each allotted at par. The new ordinary
shares rank in all respects pari passu with the existing issued ordinary shares
of 0.4 pence each in the capital of the Company. Following the capitalisation
issue each shareholder holds 275 shares for every one previously held and total
issued share capital comprises 474,318,625 ordinary shares of 0.4 pence each.
15. Share premium account
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Balance at beginning of year 1,733 1,733
Utilisation of share premium account (note (1,725) -
14)
Balance at end of year 8 1,733
This reserve represents the difference between the issue price and the nominal
value of shares issued.
16. Investment revaluation reserve
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Balance at beginning of year 7,149 4,263
Increase in fair value of available-for-sale 1,886 4,104
investments
Deferred tax effect of increase in fair (684) (1,218)
value of available-for-sale investments
Disposal of available-for-sale investments (11,917) -
Tax on disposal of available-for-sale 3,566 -
investments
Balance at end of year - 7,149
The investment revaluation reserve represents the increase in fair value of
available for sale investments held by the Group, net of deferred tax.
17. Shares held by Employee Benefit Trust reserve
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Balance at beginning of year (19,809) (469)
Shares acquired in the year - (19,667)
Shares sold 12,257 327
Balance at end of year (7,552) (19,809)
The Shares held by Employee Benefit Trust reserve represents the cost of shares
in Hargreaves Lansdown plc purchased in the market and held by the Hargreaves
Lansdown plc Employee Benefit Trust to satisfy options under the Group's share
options schemes.
18. EBT reserve
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Balance at beginning of year (63) -
Gain/(loss) on sale of shares by EBT 13,386 (63)
Tax on sale of shares by EBT (1,293) -
Balance at end of year 12,030 (63)
The EBT reserve represents the cumulative gain/(loss) on disposal of investments
held by the Hargreaves Lansdown Employee Benefit Trust ('the EBT'). The reserve
is not distributable by the Company as the assets and liabilities of the EBT are
subject to management by the Trustees in accordance with the EBT trust deed.
19. Share option reserve
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Balance at beginning of year 914 209
Share based payments expense 508 661
Deferred tax effect of share based payments 3,352 44
Tax relief on exercise of share options 2,308 -
Balance at end of year 7,082 914
This reserve represents the effect of share based payments and associated
deferred tax.
20. Retained earnings
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Balance at beginning of year 27,361 29,211
Dividends paid (13,298) (7,863)
Net profit for the period 16,955 6,013
Balance at end of year 31,018 27,361
21. Notes to the consolidated cash flow statement
Year Year
ended 30 ended 30
June June
2007 2006
£'000 £'000
Profit for the year after tax 16,955 6,013
Adjustments for:
Investment revenues (1,430) (2,919)
Other gains and losses (11,917) (35)
Income tax expense 7,435 1,584
Loss on disposal of tangible fixed 10 -
assets
Depreciation of plant and equipment 897 615
Depreciation of intangible assets 69 59
Impairment of goodwill - 13
Share-based payment expense 508 661
Increase in provisions 19 227
Operating cash flows before movements 12,546 6,218
in working capital
Increase in receivables (5,625) (12,904)
Increase in payables 5,979 20,284
Cash generated by operations 12,900 13,598
Income taxes paid (5,159) (6,822)
Net cash from operating activities 7,741 6,776
22. Adoption of International Financial Reporting Standards (IFRSs)
In adopting IFRS for the first time within the 2007 statutory accounts for the
year ended 30 June 2007, the Group will comply with IFRS 1 'First Time Adoption
of IFRS', which states that a company should use the same accounting policies in
its opening IFRS balance sheet and throughout all periods presented in its first
IFRS financial statements.
An explanation of how the transition from previous GAAP to IFRS has affected the
Group's financial position, financial performance and cash flows is set out
below.
Explanation of transition to IFRSs for the Group
The year ended 30 June 2007 is the first period for which the Group is required
to present its financial statements under International Financial Reporting
Standards (IFRS). The date of transition to IFRS was 1 July 2005 being the first
day of the 2006 financial year shown in the comparative information.
IFRS 1 contains a number of exemptions which companies are permitted to apply.
The Group has elected:
• to present comparative information in accordance with IAS 32
Financial Instruments: Disclosure and Presentation and IAS 39 Financial
Instruments: Recognition and Measurement. This means that certain investments
previously carried at historic cost under UK GAAP are now carried in the balance
sheet at fair value;
• not to restate business combinations arising prior to the IFRS
transition date of 1 July 2005. The carrying amount of goodwill in the UK GAAP
balance sheet as at 30 June 2005 has accordingly been brought forward without
adjustment;
• to apply IFRS 2 (Share based payments) to all grants of equity
instruments after 7 November 2002 that had not vested as of 1 July 2005. Share
options granted prior to 7 November 2002 which have vested by the transition
date do not have to be restated under IFRS.
In accordance with IFRS 1 'First time adoption of International Financial
Reporting Standards' the following statements for the Group are presented:
• Reconciliation of the income statement under UK GAAP to that
reported under IFRS for the year ended 30 June 2006.
• Reconciliations of the balance sheet and total equity reported
under UK GAAP to that reported under IFRS at 1 July 2005 and 30 June 2006.
There have been no material adjustments to the cash flow statement for the
period ended 30 June 2006 resulting from the transition to IFRS. However, the
presentation of the consolidated cash flow statement has changed, whereby cash
flows are classified as operating, investing or financing.
The key differences between the financial information presented under UK GAAP
and IFRS are:
• Accounting for income tax is different under IFRS resulting in
the recognition of a greater number of deferred tax assets and liabilities.
• Certain assets are reclassified to non-current assets under
IFRS and certain tangible fixed assets have been reclassified to intangible
fixed assets under IFRS.
• Goodwill is not amortised but maintained at its historic value
subject to annual impairment reviews.
• Recognition of an expense in respect of share based payments.
The treatment under UK GAAP (FRS 20) is identical to IFRS, however the Group had
not previously been required to apply FRS20 and so the full impact has been
shown as part of the IFRS transition adjustments.
• Recognition of an expense in respect of accrued staff holiday
pay under IAS19.
• Revaluation of certain investments classified as
available-for-sale, and a corresponding increase in the investment revaluation
reserve at 1 July 2005. This accounting treatment was adopted by the Group
under UK GAAP during the year ended 30 June 2006, and accordingly no IFRS
adjustments were required to the carrying values at 30 June 2006.
Reconciliation of the Group profit and loss account under UK GAAP to the Group
income statement under IFRS for the year ended 30 June 2006
Continuing IFRS Income Employee Share based Goodwill
operations Reclassifications taxes IAS benefits payments IFRS 3
UK GAAP (i) 12 (ii) IAS 19 IFRS 2 (iv) (v) IFRS
(iii)
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 73,460 - - - - - 73,460
Admin. expenses (67,720) 19,191 - (67) (661) 67 (49,190)
Exceptional admin. - (19,627) - - - - (19,627)
expenses
Total admin. (67,720) (436) - (67) (661) 67 (68,817)
expenses
Operating profit 5,740 (436) - (67) (661) 67 4,643
Investment revenue 2,919 - - - - - 2,919
Other gains and 35 - - - - - 35
losses
Finance costs (436) 436 - - - - -
Profit before tax 8,258 - - (67) (661) 67 7,597
Tax (1,802) - 218 - - - (1,584)
Profit for the 6,456 - 218 (67) (661) 67 6,013
period
Reconciliation of the Group balance sheet and total equity under UK
GAAP to IFRS at 30 June 2006.
IFRS Income Employee Share based Goodwill
Reclassifications taxes IAS benefits payments IFRS 3
UK GAAP (i) 12 (ii) IAS 19 IFRS 2 (iv) (v) IFRS
(iii)
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Goodwill 1,133 - - - - 200 1,333
Other intangible - 97 - - - - 97
assets
Property, plant 1,816 (97) - - - - 1,719
and equipment
Investments 2,105 (2,105) - - - - -
Deferred tax - - 820 - - - 820
assets
5,054 (2,105) 820 - - 200 3,969
Current assets
Trade and other 48,379 (304) - - - - 48,075
receivables
Cash and cash - - - - - 13,745
equivalents 13,745
Investments 11,247 2,105 - - - - 13,352
73,371 1,801 - - - - 75,172
Total assets 78,425 (304) 820 - - 200 79,141
Current
liabilities
Trade and other 57,372 - - 238 - - 57,610
payables
57,372 - - 238 - - 57,610
Net current assets 15,999 1,801 - (238) - - 17,562
Non-current
liabilities
Deferred tax - (308) 3,190 - - - 2,882
liabilities
Trade and other 665 - - - - - 665
payables
Provisions 511 4 - - - - 515
1,176 (304) 3,190 - - - 4,062
Total liabilities 58,548 (304) 3,190 238 - - 61,672
Net assets 19,877 - (2,370) (238) - 200 17,469
Equity
Share capital 172 - - - - - 172
Share premium 1,733 - - - - - 1,733
account
Revaluation 10,031 - (2,882) - - - 7,149
reserve
Capital red. 12 - - - - - 12
reserve
EBT Reserve (63) - - - - - (63)
Shares held by EBT (19,809) - - - - - (19,809)
res.
Share option - - 239 - 675 - 914
reserve
Retained earnings 27,801 - 273 (238) (675) 200 27,361
Total equity 19,877 - (2,370) (238) - 200 17,469
Reconciliation of the Group balance sheet and total equity under UK GAAP to IFRS
at 1 July 2005
IFRS Income Available for Share Employee
reclassifications taxes sale based benefits
(i) IAS 12 investments payments IAS 19 Goodwill
UK (ii) (vi) IFRS 2 (iii) IFRS 3
GAAP (iv) (v) IFRS
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Goodwill 1,200 - - - - - 133 1,333
Other intangible - 140 - - - - - 140
assets
Property, plant 1,644 (140) - - - - - 1,504
and equipment
Investments 3,168 (9,095) - 5,927 - - - -
Deferred tax - - 353 - - - - 353
assets
6,012 (9,095) 353 5,927 - - 133 3,330
Current assets
Trade and other 33,254 - - - - - - 33,254
receivables
Cash and cash
equivalents 32,147 - - - - - - 32,147
Investments 148 9,095 - - - - - 9,243
65,549 9,095 - - - - - 74,644
Total assets 71,561 - 353 5,927 - - 133 77,974
Current
liabilities
Trade and other 37,309 - - - - 171 - 37,480
payables
Current tax 2,524 - - - - - - 2,524
liabilities
39,833 - - - - 171 - 40,004
Net current assets 25,716 9,095 - - - (171) - 34,640
Non-current
liabilities
Deferred tax 275 - 1,767 - - - - 2,042
liabilities
Trade and other 509 - - - - - - 509
payables
Provisions 288 - - - - - - 288
1,072 - 1,767 - - - 2,839
Total liabilities 40,905 - 1,767 - - 171 - 42,843
Net assets 30,656 - (1,414) 5,927 - (171) 133 35,131
Equity
Share capital 172 - - - - - - 172
Share premium 1,733 - - - - - - 1,733
account
Revaluation - - (1,664) 5,927 - - - 4,263
reserve
Capital red. 12 - - - - - - 12
reserve
EBT Reserve - - - - - - - -
Shares held by EBT (469) - - - - - - (469)
res.
Share option - - 195 - 14 - - 209
reserve
Retained earnings 29,208 - 55 - (14) (171) 133 29,211
Total equity 30,656 - (1,414) 5,927 - (171) 133 35,131
(i) IFRS reclassifications: IFRS has different presentation and
disclosure requirements to UK GAAP and conversion to IFRS has involved a number
of changes to the presentation of items within the financial statements although
these changes have no net change to reported profits. The main reclassifications
under IFRS are as follows:
a) Under UK GAAP, purchased software was previously classified
as a tangible fixed asset whereas under IFRS these assets are now classified as
intangible (2006: £97,000, 2005: £140,000 net book value).
b) Available for sale investments have been reported as
current assets whereas previously they were shown as fixed assets (2006:
£2,105,000; 2005: £9,095,000).
c) Certain administrative expenses have been classified as
exceptional. Details are shown in note 4.
(ii) Income taxes: Under IAS 12, deferred tax is provided on
all IFRS temporary differences which will reverse. The deferred tax adjustments
primarily relate to a tax liability arising on the revaluation gains of
available for sale investments (30 June 2006: £2,882,000; 30 June 2005:
£1,664,000) and a deferred tax asset arising from tax relief on share option
gains (30 June 2006: £439,000; 30 June 2005: £198,000)
(iii) Employee benefits: Holiday pay - IFRS requires short-term
accumulating benefits such as holiday pay entitlements to be accrued over the
period in which the entitlement is earned. There was a £67,000 impact on the
income statement in 2006 together with an additional liability of £238,000
recognised in the balance sheet as at 30 June 2006 (2005: £171,000).
(iv) IFRS 2 Share-based payment: The Group has applied IFRS 2 to the
share arrangements by which employees have been granted options to purchase
shares in the Company. The charge to the income statement represents the fair
value of these arrangements calculated using an appropriate option-pricing model
adjusted for forfeits and where applicable non-market performance conditions.
The charge has been spread over the period from the date of grant of options to
the date when the shares vest unconditionally adjusted to reflect actual and
expected leavers and the satisfaction of performance conditions. Under UK GAAP
before 2007 there was no charge made in the profit and loss account for these
arrangements. During 2006 there was an expense of £661,000 recognised in the
income statement but no overall impact on the balance sheet as the expense was
offset by a corresponding adjustment of £661,000 to equity through reserves
(2005: £14,000)
(iv) Goodwill: Under UK GAAP, goodwill was amortised over its
estimated useful life. Under IFRS, goodwill is not amortised but is instead
subject to an annual impairment test. As a consequence of this, the goodwill
amortisation included in the 2006 UK GAAP balance sheet of £200,000 has been
reversed (2005: £133,000).
(vi) Available for sale investments: Under IAS 39, fixed asset
investments have been classified as available-for-sale and are recognised and
measured at fair value with adjustments to fair value reflected directly in
equity. The treatment was the same under UK GAAP during 2006. Prior to 2006,
under UK GAAP fixed asset investments were recognised and measured at cost less
any permanent diminution in value. The carrying value of available for sale
investments at 30 June 2005 have increased by £5,927,000 in the IFRS balance
sheet with a corresponding increase of £5,927,000 to the investment revaluation
reserve.
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