Interim Results
W.H. Ireland Group PLC
29 July 2005
W.H. IRELAND GROUP plc
('W.H. Ireland' or 'the Group')
Interim Results
For the Six Months to 31 May 2005
The principal activity of W.H. Ireland is the provision of stockbroking,
corporate finance, investment management and financial services to both private
and institutional clients. It has a national network of offices including
Manchester, London, Birmingham and Cardiff.
Key Points
* Turnover up by 35% to £11.0m (2004: £8.1m)
* Operating profit increased by 41% to £1.5m (2004: £1.1m)
* Pre-tax profit grew by 85% to £1.9m (2004: £1.0m)
* Earnings per share up by 86% to 8.20p (2004: 4.41p)
* Interim dividend of 1.25p per share (2004: 0.75p)
* Excellent progress across core business areas - record first half for
Corporate Finance, with 17 AIM flotations
* Continued expansion of branch network - entry into Scotland and offices in
Leicester and Stockport opened. Now operating from total of 13 locations.
* Expansion of capacity in London
* Controlling interest in Australian stockbroker, D. J. Carmichael Pty Ltd
acquired in June.
* Outlook positive
Laurie Beevers, chief executive, commenting, said,
'I am delighted to report record results for the first half. All areas of the
business made good progress. Corporate finance, in particular, enjoyed a strong
first half, floating 17 companies on AIM and advising on a further seven
secondary placing, to raise a total of £52m.
We are particularly excited by our acquisition, in June, of a controlling
interest in Australian stocking broking firm, D.J.Carmichael.
The second half has started well and assuming stable market conditions, we look
forward to making good progress over the remainder of the year.'
Press enquiries:
W.H. Ireland Group plc Tel: 020 7448 1000 (today)
Laurie Beevers, chief executive Tel: 0161 832 6644 Mobile: 07903 164004
David Youngman, managing director Tel: 0161 832 6644 Mobile: 07900 887142
Biddicks Tel: 020 7448 1000
Zoe Biddick or Katie Tzouliadis
Chairman's Statement
I am pleased to report record results for the half year ended 31 May 2005. Group
operating profit rose by 41% to £1.5m from £1.1m last year, an excellent
performance. Pre-tax profits rose by 85% to £1.9m against £1.0m for the same
period last year. The current year's figure includes a profit of £0.3m on the
disposal of quoted investments. All areas of the business are developing well
and, in particular, corporate finance, corporate broking and financial services
have enjoyed a strong first half year.
Reflecting the Group's strong performance over the period, the Board is
increasing the interim dividend to 1.25p (2004: 0.75p) per share, to be paid on
28 October 2005 to shareholders on the register on 9 September 2005. Again, a
scrip dividend alternative will be available.
In this reporting period, our corporate finance offices in Manchester,
Birmingham and London have floated 17 companies on AIM, including the first
Ukrainian based trading company and have been responsible for a further seven
secondary placings. These activities raised a total in excess of £52m for our
corporate client companies which now total 60 compared with 39 last year.
We are continuing to expand our stockbroking activities and, in the first half,
opened our first office in Scotland, in Kilmarnock, as well as an office in
Leicester. Since the period end, we have also acquired an office in Stockport.
These openings have increased our representation in the UK to 13 locations.
I am also pleased to report that we have now received planning permission for a
major refurbishment of our head office in Manchester. In London, we have signed
a lease on new premises in Martin Lane in the City, not far from our current
office. The new London office provides us with significantly increased capacity
and we expect to complete our relocation during August.
On the international front, as well as being associated with a number of
flotations of overseas companies, in June 2005 we reached agreement to acquire a
controlling interest in the Australian stockbroking firm, D.J. Carmichael Pty
Limited ('DJC'). DJC is one of the oldest established stockbrokers in Perth and
we have worked together very successfully over a number of years. The merger
brings together the considerable expertise of both companies in covering,
amongst other things, resource-based investments, both in research and corporate
finance and we believe that it will create considerable opportunities for both
firms in the UK and Australia.
We are continuing to look for opportunities to grow the business further, both
organically and by acquisition. In order to facilitate this, the management team
of our principal subsidiary, WH Ireland Limited, has been strengthened by the
appointment of several key individuals. Most recently, we have appointed Chris
Muir as managing director, who joined us from Brewin Dolphin Securities Ltd.
where he was group operations director.
I would like to welcome into the Group all new staff, both in the UK and
Australia.
The second half has begun well with the level of corporate finance activity
remaining strong. By comparison, stockbroking has been quieter due in part to a
general weakening of equity activity and in part reflecting seasonal norms.
Assuming market conditions remain stable, we look forward to making good
progress over the second half of the year.
Sir David Trippier RD JP DL MSI
Chairman
W.H. IRELAND GROUP PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the six months ended 31 May 2005
Unaudited Unaudited Audited
6 months 6 months 12 months
ended ended ended
31 May 31 May 30 November
2005 2004 2004
£'000 £'000 £'000
------------------------------ -------- -------- ---------
Group turnover 10,982 8,117 16,889
Administration expenses (9,446) (7,030) (14,951)
------------------------------ -------- -------- ---------
Group operating profit 1,536 1,087 1,938
Share of operating profit/(loss) in
associates 5 (36) 3
------------------------------ -------- -------- ---------
1,541 1,051 1,941
Profit on disposal of fixed assets 330 - 359
Income from fixed asset investments 11 - 369
------------------------------ -------- -------- ---------
1,882 1,051 2,669
Other interest receivable and similar
income 274 139 354
Amounts written off investments - - 7
Interest payable and similar charges (248) (158) (406)
------------------------------ -------- -------- ---------
Profit on ordinary activities before
taxation 1,908 1,032 2,624
Tax on profit on ordinary activities (619) (344) (763)
------------------------------ -------- -------- ---------
Profit on ordinary activities after
taxation 1,289 688 1,861
Dividends on equity shares (200) (118) (668)
------------------------------ -------- -------- ---------
Retained profit for the period for the
Group 1,089 570 1,193
------------------------------ -------- -------- ---------
Earnings per share (in accordance with FRS 14)
Basic 8.20p 4.41p 11.88p
Diluted 7.37p 4.17p 11.18p
------------------------------ -------- -------- ---------
Earnings per share (in accordance with
guidelines issued by UK Society of
Investment Professionals)
Basic 7.29p 4.97p 10.72p
Diluted 6.55p 4.71p 10.09p
W.H. IRELAND GROUP PLC
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the six months ended 31 May 2005
Restated
(note 11)
Unaudited Unaudited Audited
6 months 6 months 12 months
ended ended ended
31 May 31 May 30 November
2005 2004 2004
------------------------------ -------- -------- ---------
£'000 £'000 £'000
------------------------------ -------- -------- ---------
Profit for the period 1,089 570 1,193
Unrealised surplus on revaluation of
fixed asset investments (note 4)
(The figure for 31 May 2004 includes a
prior year adjustment of £179,380) 321 264 1,722
Non trading increase in net assets of
associates - 43 43
Taxation on realised surplus on
revaluation of fixed asset investments (244) - -
------------------------------ -------- -------- ---------
Total recognised gain for the period 1,166 877 2,958
------------------------------ -------- -------- ---------
The restatement above for the six month period 31 May 2004 has no effect on the
total recognised gains and losses for the year ended 30 November 2004.
NOTE OF HISTORICAL COST PROFITS AND LOSSES
for the six months ended 31 May 2005
Unaudited Unaudited Audited
6 months 6 months 12 months
ended ended ended
31 May 31 May 30 November
2005 2004 2004
£'000 £'000 £'000
------------------------------ -------- -------- ---------
Reported profit on ordinary activities
before taxation 1,908 1,032 2,624
Realisation of fixed asset investment
revaluation gains 678 2 2
------------------------------ -------- -------- ---------
Historical cost profit on ordinary
activities before taxation 2,586 1,034 2,626
------------------------------ -------- -------- ---------
Historical cost profit retained for the
period after the provision for taxation
and dividends 1,523 572 1,195
------------------------------ -------- -------- ---------
W.H. IRELAND GROUP PLC
CONSOLIDATED BALANCE SHEET
for the six months ended 31 May 2005
Restated
(note 11)
Unaudited Unaudited Audited
31 May 2005 31 May 2004 30 November 2004
---------- ---------- ------------
£'000 £'000 £'000 £'000 £'000 £'000
------------------- ------ ------- ------- ------ ------- -------
Fixed assets
Intangible assets 2,963 3,141 3,052
Tangible assets 5,127 5,237 5,174
Investments 5,869 2,835 6,060
Investment in associates 443 415 485
------------------- ------ ------- ------- ------ ------- -------
14,402 11,628 14,771
Current assets
Debtors 89,702 177,862 122,661
Investments 7 22 15
Cash at bank and in hand 10,479 6,931 10,884
------------------- ------ ------- ------- ------ ------- -------
100,188 184,815 133,560
Creditors due within
one year (97,226) (182,904) (131,790)
------------------- ------ ------- ------- ------ ------- -------
Net current assets 2,962 1,911 1,770
------------------- ------ ------- ------- ------ ------- -------
Total assets less
current liabilities 17,364 13,539 16,541
Creditors due after
one year (5,829) (4,996) (6,163)
Provisions for
liabilities and charges (228) (381) (264)
------------------- ------ ------- ------- ------ ------- -------
Net assets 11,307 8,162 10,114
------------------- ------ ------- ------- ------ ------- -------
Capital and reserves
Called up share capital 787 785 786
Shares to be issued - 142 -
Share premium account 1,266 1,718 1,240
Capital redemption reserve 226 226 226
Merger reserve 491 - 491
Revaluation reserve 4,284 3,183 4,641
Other reserves 754 754 754
Retained profits 3,499 1,354 1,976
------------------- ------ ------- ------- ------ ------- -------
Equity shareholders' funds 11,307 8,162 10,114
------------------- ------ ------- ------- ------ ------- -------
Net assets per ordinary share 70.70p 51.97p 64.32p
------------------- ------ ------- ------- ------ ------- -------
W.H. IRELAND GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
for the six months ended 31 May 2005
Unaudited Unaudited Audited
6 months 6 months 12 months
ended ended ended
31 May 31 May 30 November
2005 2004 2004
£'000 £'000 £'000
------------------------------ -------- -------- ---------
Net cash (outflow)/inflow from operating
activities (927) 2,660 5,956
Returns on investments and servicing of
finance 84 (18) 370
Taxation (71) 42 (116)
Capital proceeds/(expenditure) and
financial investment 1,135 (199) 426
Acquisitions and disposals - (139) (222)
------------------------------ -------- -------- ---------
Cash inflow before management of liquid
resources and financing 221 2,346 6,414
Equity dividends paid (523) (106) (211)
Financing (110) (392) (403)
------------------------------ -------- -------- ---------
Increase/(decrease) in cash in the period (412) 1,848 5,800
------------------------------ -------- -------- ---------
RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOW
for six months ended 31 May 2005
Unaudited Unaudited Audited
6 months 6 months 12 months
ended ended ended
31 May 31 May 30 November
2005 2004 2004
£'000 £'000 £'000
------------------------------ -------- -------- ---------
Operating profit 1,536 1,087 1,938
Less non cash transfer from revaluation
reserve (note 4) (321) - (1,744)
Less carried interest bonus set against
profit on disposal (77) - -
Depreciation 151 162 314
Amortisation 89 89 177
Profit on sale of fixed assets - (19) (389)
(Increase)/decrease in debtors 32,965 (64,073) (8,859)
Increase/(decrease) in creditors (35,278) 65,425 14,523
Decrease in current asset investments 8 (11) (4)
------------------------------ -------- -------- ---------
(927) 2,660 5,956
------------------------------ -------- -------- ---------
W.H. IRELAND GROUP PLC
ANALYSIS OF NET DEBT
At beginning Other non At the end
of the period Cash flow cash changes of the period
£'000 £'000 £'000 £'000
------------------------ -------- -------- -------- --------
Cash at bank and in hand 10,884 (405) - 10,479
Overdrafts (1) (7) - (8)
------------------------ -------- -------- -------- --------
10,883 (412) - 10,471
Debt due within one year (281) 102 (113) (292)
Debt due after one year (4,239) - 113 (4,126)
Finance leases (32) 8 - (24)
------------------------ -------- -------- -------- --------
6,331 (302) - 6,029
------------------------ -------- -------- -------- --------
W.H. IRELAND GROUP PLC
NOTES TO THE INTERIM STATEMENT
1. The interim report, which is the responsibility of the Directors and has not
been audited, was approved by the Directors on 28 July 2005.
2. The figures for the six months ended 31 May 2005 have been prepared using the
same accounting policies as for the year ended 30 November 2004.
3. These unaudited interim financial statements do not constitute statutory
accounts. They have, however, been reviewed by the auditors whose report is
included. The figures for the year ended 30 November 2004 have been extracted
from the audited accounts for that year. The comparative figures for the
financial year ended 30 November 2004 are not the Company's statutory accounts
for that year. Those accounts have been reported on by the Company's auditors
and delivered to the Registrar of Companies. The report of the auditors was
unqualified and did not contain a statement under section 237(2) or (3) of the
Companies Act 1985.
4. Share premium and reserves
Capital
Share Share redemption Merger Revaluation Other Retained
capital premium reserve reserve reserve reserve profits
£'000 £'000 £'000 £'000 £'000 £'000 £'000
------------ ------ ------- -------- ------ -------- ------ -------
At beginning
of the period 786 1,240 226 491 4,641 754 1,976
Shares issued 1 26 - - - - -
Adjustment
on.investment
revaluation
(see below) - - - - 321 - -
Transfer of
realised gain - - - - (678) - 678
Tax on realised
investment gain - - - - - - (244)
Retained profit
for the period - - - - - - 1,089
--------- ------- -------- -------- ------- -------- ------- --------
At end of
the period 787 1,266 226 491 4,284 754 3,499
--------- ------- -------- -------- ------- -------- ------- --------
The adjustment on investment revaluation is after £320,466 has been credited
directly to the profit and loss account and offset against the applicable bonus
provision made under the carried interest scheme, as detailed in the 30 November
2004 audited accounts.
5. On 28 April 2005, 17,334 new ordinary shares of 5p each were issued at 156p per
share in satisfaction of the scrip dividend alternative for the final dividend
for the year ended 30 November 2004.
6. A final dividend for the year ended 30 November 2004 of 1.5p per
share costing £235,848 and a special dividend for the year ended 30 November
2004 of 2.0p per share were paid on 28 April 2005. It is proposed that an
interim dividend for the six months ending 31 May 2005 of 1.25p per share
costing £199,892 be paid on 28 October 2005 to shareholders on the register on 9
September 2005.
7. The basic earnings per share for the period has been calculated by dividing
the profit on ordinary activities after taxation by the weighted average number
of shares in issue during the period being 15,726,260 (six months to 31 May
2004: 15,623,268 and year ended 30 November 2004: 15,665,720). Diluted earnings
per share is the basic earnings per share adjusted for the effect of the
conversion into fully paid shares of the weighted average number of all share
options and warrants outstanding during the year. The additional weighted
average number of shares used for the diluted calculation is 1,778,656 (six
months to 31 May 2004: 887,484 and year ended 30 November 2004: 974,352). The
calculation done in accordance with the guidelines issued by the UK Society of
Investment Professionals uses the profit on ordinary activities after tax
adjusted for goodwill amortisation and the profit on sale of fixed assets.
8. The tax charged to the profit and loss account of £619,000 represents a tax
charge of 32.44% (six months to 31 May 2004: £344,000 and 33.33% and year ended
30 November 2004; £763,000 and 29.08%). In addition, there is a tax charge
transferred to reserves relating to tax payable on realised gains previously
credited to the Revaluation Reserve of £245,585 (six months ended 31 May 2004:
nil and year ended 30 November 2004: nil)
9. Creditors due within one year includes £303,334 (six months ended 31 May
2004: nil and year ended 30 November 2004: £299,284) relating to bonuses
provided under the carried interest scheme, and creditors due after one year
includes £1,663,752 (six months ended 31 May 2004: nil and year ended 30
November 2004: £1,483,927) relating to bonuses provided under the carried
interest scheme.
10. Reference was made in previous years' annual report and financial statements
to the Group's position concerning split capital investment trusts ('splits')
and to the review into those being undertaken by the UK's financial regulator,
The Financial Services Authority, which is ongoing. The group has continued to
review its exposure to clients deriving from their holdings of splits and based
on this review the Board has made a provision where cases have been referred to
the Financial Ombudsman although the Company continues to robustly defend its
position in such cases. The provision takes account of any potential claims that
may be made against the compensation fund established by certain managers of
splits. No Group company has ever been a manager to a split capital investment
trust and therefore was not required to contribute to the compensation fund.
11.The 31 May 2004 comparative figures have been restated for the change of
accounting policy during the financial year ended 30 November 2004 which
resulted in fixed asset investments being valued at each year end only. Thus
fixed asset investments at 31 May 2004 have been revalued to reflect their value
at 30 November 2003, being the previous accounting year end. This has resulted
in a reduction of £179,380 in the value of such investments.
12.On 30 June 2005 the Group acquired a 51% holding in a newly formed
Australian subsidiary, WHI Australia Pty Limited, which was formed to acquire
100% of the Perth based stockbroking firm D.J. Carmichael Pty Limited, for a
total consideration of A$2,110,250 cash and 250,852 new ordinary shares of 5p
each in W H Ireland Group plc.
W.H. IRELAND GROUP PLC
INDEPENDENT REVIEW REPORT BY KPMG AUDIT PLC
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 31 May 2005, which comprises: the consolidated profit and
loss account; statement of total recognised gains and losses; note of historical
cost profits and losses; consolidated balance sheet; consolidated cash flow
statement; reconciliation of operating profit to operating cash flow; analysis
of net debt and notes 1 to 12. We have read the other information contained in
the interim report and considered whether it contains any apparent misstatements
or material inconsistencies with the financial information.
This report is made solely to the Company in accordance with the terms of our
engagement. Our review has been undertaken so that we might state to the Company
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by company law we do not accept or
assume responsibility to anyone other than the Company for our review work, for
this report, or for conclusions we have reached.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the Directors.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/
4: Review of interim financial information issued by the Auditing Practices
Board. A review consists principally of making enquiries of Group management and
applying analytical procedures to the financial information and underlying
financial data and, based thereon, assessing whether the accounting policies and
presentation have been consistently applied unless otherwise disclosed. A review
is substantially less in scope than an audit performed in accordance with
Auditing Standards and therefore provides a lower level of assurance than an
audit. Accordingly we do not express an audit opinion on the financial
information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 May 2005.
KPMG Audit plc
Chartered Accountants
Leeds
28 July 2005
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