Brewin Dolphin Holdings PLC 6 December 2000 BREWIN DOLPHIN HOLDINGS PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2000 HIGHLIGHTS - Total income £125.9 million - up 43% - Profit before tax £25.1 million (Note 1) - up 43% - Earnings per share 10p (Note 1) - up 43% - Total funds under management in excess of £17 billion, of which £4.4 billion is on a fully discretionary basis - ISAs and PEPs now amount to £1.2 billion - Recent acquisitions integrating well (Note 1) before goodwill amortisation Sir David said 'The past year has been one of significant progress for Brewin Dolphin. We have seen strong growth in funds under management, profit before tax and earnings per share. 'The current financial year is only two months old. Nevertheless, it has started well and with a full year contribution from recent acquisitions I am confident that the Group will have another successful year.' Sir David Rowe-Ham Chairman Enquiries: Brewin Dolphin Holdings PLC John Hall Managing Director Tel: 020 7248 4400 Bell Pottinger Financial David Beck/Caroline Sturdy Tel: 020 7353 9203 CHAIRMAN'S STATEMENT The past year has been one of significant progress for Brewin Dolphin. We have seen strong growth in clients, funds under management, profit before tax and earnings per share. Total income for the year ended 30 September rose by just over 43% to £125.9 million. Profit before tax, increased by 43% to a record £25.1 million and earnings per share also improved by 43% to 10p, both figures being prior to goodwill amortisation. Total funds under management at the end of September were in excess of £17 billion, of which £4.4 billion is on a fully discretionary basis. These excellent results could not have been achieved without all my colleagues' continued hardwork and dedication to our clients. On behalf of shareholders I thank them most warmly. Strong organic growth within the Group continues with today Brewin Dolphin operating from 32 offices across the United Kingdom and having in excess of 80,000 portfolio clients. Spending on our computer systems and information technology continues at a high level. I was delighted that, having retired from the board of Brewin Dolphin, Sir Peter Thompson subsequently agreed to take on the Chairmanship of Stocktrade in order to assist in building that business as a separate entity. Our strategy is to continue to develop Stocktrade in both its on-line and execution only business with particular emphasis on the execution side in the immediate period ahead. The Directors were extremely pleased when Mr. Nicholas Hood accepted their invitation to join the Board in May this year. He was previously the Chairman of Wessex Water for some ten years and led that company to privatisation in 1989. The London Stock Exchange is a key element in the overall success of the City of London and the financial contribution it makes to the economy of this country. The merger terms with Deutsche Bourse and the attempted takeover by O M Gruppen did not, in our opinion, meet the long term needs of either the users of the London market, or indeed its investors. However we do believe that with the increased globalisation of markets change is imperative. We trust that the London Stock Exchange will now bring forward a strategic plan which will look to cross border alliances, take account of the interests of all parties and command full support. The current financial year is only two months old. Nevertheless, it has started well and with a full year contribution from recent acquisitions I am confident that the Group will have another successful year. Sir David Rowe-Ham 6 December 2000 MANAGING DIRECTOR'S REPORT It is a pleasure to report to shareholders with another good set of figures. As already announced, the first half of the year reflected a particularly active period. It is gratifying that in the second half we have seen further good progress and growth in the business. In the year ended 30 September 2000, total income rose to £125.9m, an increase of 43%. Profit before tax and excluding goodwill amortisation, was £25.1m against £17.5m, an increase of 43%. Earnings per share calculated on the same basis, were 10.0p against 7.0p, an increase of 43%. Goodwill amortisation this year was £0.9m. During the year we continued our practice of making two dividend payments, in April and October, totalling 3.25p per share against the equivalent of 2.6p the previous year. This represented an increase of 25%, after taking into account the 5 for 1 split. We will continue to pay twice-yearly dividends in April and October and intend to announce the proposed interim payment for April 2001, at our AGM on 27 February 2001. The most encouraging aspect of the past year has been the strong organic growth throughout the business. In addition, we also made a number of acquisitions. Hill Osborne & Co. was completed on 11 August thus making a seven week contribution to the results. This firm's integration has been particularly successful and we are anticipating a positive contribution to earnings this year. The acquisition brings additional branches in Leicester, Lincoln, Norwich, Bradford, and Scarborough. They fit in well with our present structure and we are confident that they will make a significant contribution to the group. The Broadbridge partnership joined us in May and their business has been merged with our Leeds branch. This has now become one of our largest branches and has the quantum to participate fully in the thriving Leeds business community. Additionally, we have opened new branches in Taunton and Dorchester but these have only been operational since September. In London, we benefited from nine months contribution from a strong team that joined us in December last year with approximately £400m funds under management. Overall, our total funds under management now exceed £17bn, of which £4.4bn is on a fully discretionary basis. This compares with a total of £14bn last year and £3.2bn of discretionary funds which we have accordingly grown by 37%. As has been widely publicised, the London Stock Exchange has demutualised and is now an independently quoted company. A welcome by-product in these developments is the valuation being placed on our Stock Exchange shareholdings and we have taken the opportunity to re-value these at £6m, which after provision for deferred taxation, has increased the shareholders funds by £4m via our revaluation reserve. ISA contributions have continued apace, as have PEP transfers and in total, we now manage £1.2bn of funds in this category of investment. I am pleased to report that in the six months since April, 10,000 new accounts were opened with an average subscription of over £6,000. With effect from the 6 April 2001, the rules for Single Company PEPs are due to change significantly, in that there will no longer be a distinction between General and Single Company PEPs. In addition, PEPs will, in future, mirror those of the less restrictive range on offer for ISAs, greatly simplifying the rules. Our corporate finance and institutional division had an excellent year, reflecting not only a high level of split capital investment trust work but also strong growth in fund- raising and advisory work for existing and new corporate clients. Our national network of private client stockbroking offices is an important source of new business for us. We are a leading participant in the small market capitalisation sector, and there remain significant opportunities for continued growth in this sector. As mentioned in the Chairman's statement, we are in the process of incorporating Stocktrade as a subsidiary company. Stocktrade is our execution only and on-line trading company. It had a particularly active first half of the year but a quieter second half. It saw turnover increase by 58% over the year to £12.2m but after taking into account expenditure of £2.2m on advertising and the costs of establishing new Internet clients, profits before tax fell from £977,000 to £38,000. Since the end of the financial year the contract with Royal Bank of Scotland, which represented 16% of Stocktrade's income, has been acquired by NatWest Stockbrokers. However, Stocktrade has made positive strides with new contracts to service Citibank and Nationwide Building Society. Citibank has an on- line and telephone service and Nationwide has a telephone based service. As will be seen we have had an exceedingly active year and I would like to thank our staff for all their hard work and our clients for their continued support and goodwill. John Hall 6 December 2000 Consolidated Profit and Loss Account For the 53 weeks ended 30 September 2000 (1999: 52 weeks to 26 September) Note 2000 1999 53 weeks 52 weeks Continuing Continuing Operations operations Acquisi- Total tions £'000 £'000 £'000 £'000 Turnover 116,509 5,574 122,083 85,618 Other operating income 3,861 32 3,893 2,147 -------- ------- -------- -------- TOTAL INCOME 1 120,370 5,606 125,976 87,765 -------- ------- -------- -------- Staff costs 2 (53,028) (2,411) (55,439) (39,483) Other operating costs (47,161) (2,448) (49,609) (33,873) ---------- ------- -------- ------- (100,189) (4,859) (105,048) (73,356) ---------- ------- -------- ------- OPERATING PROFIT 20,181 747 20,928 14,409 ====== ====== Profit on disposal of fixed assets - 536 Other interest receivable and similar income 3,888 2,702 Interest payable and similar charges (607) (131) -------- -------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 1 24,209 17,516 Tax on profit on ordinary activities 3 (7,411) (5,707) -------- -------- PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 16,798 11,809 Equity 4 dividends (5,573) (4,093) -------- -------- RETAINED PROFIT FOR THE PERIOD 11,225 7,716 ======== ======== EARNINGS PER SHARE Basic 5 10.0p 7.5p Diluted 5 9.5p 7.2p Excluding goodwill amortisation and profit on disposal of fixed asset Basic 5 10.6p 7.4p Diluted 5 10.0p 7.0p STATEMENT OF RECOGNISED GAINS AND LOSSES For the 53 week period ended 30 September 2000 (1999: 52 week period 26 September) £'000 £'000 Profit for the period 11,225 7,716 Revaluation of Stock Exchange Shares 5,875 - Deferred tax on revaluation (1,763) - ------- ------- Total recognised gains for the period 15,337 7,716 ======= ======= Consolidated Balance Sheet as at 30 September 2000 30 September 26 September Note 2000 1999 £'000 £'000 FIXED ASSETS Intangible assets 49,864 409 Tangible assets 11,335 8,764 Investments 6,145 240 ---------- ---------- 67,344 9,413 ========== ========== CURRENT ASSETS Investments 645 403 Debtors 308,532 254,745 Cash at bank and in 52,345 40,888 hand ---------- ---------- 361,522 296,036 ---------- ---------- CREDITORS: amounts falling due within one year 334,677 276,775 ---------- ---------- NET CURRENT ASSETS 26,845 19,261 ---------- ---------- TOTAL ASSETS LESS CURRENT LIABILITIES 94,189 28,674 CREDITORS: amounts falling due after more than one year (1,038) (1,439) PROVISION FOR LIABILITIES AND CHARGES (2,628) - ---------- ---------- 90,523 27,235 ========== ========== CAPITAL AND RESERVES Called up share capital 1,790 1,573 Shares to be issued including premium 25,621 11,321 Share premium account 67,826 33,158 Revaluation reserve 4,113 - Profit and loss account (8,827) (18,817) ---------- ---------- Equity shareholders' funds 6 90,523 27,235 ========== ========== Consolidated Cash Flow Statement For the 53 weeks ended 30 September 2000 (1999: 52 weeks to 26 September) 2000 1999 53 weeks 52 weeks £'000 £'000 Cash flow from operating activities (see below) 25,452 19,177 Return on investments and servicing of finance 3,281 2,571 Taxation (6,295) (6,717) Capital expenditure (5,902) (6,520) Acquisitions and disposals net (2,959) 69 Equity and dividends paid (4,908) (3,610) ---------- ---------- CASH INFLOW BEFORE FINANCING 8,669 4,970 Financing (see below) (685) (443) ---------- ---------- INCREASE IN CASH IN THE PERIOD 7,984 4,527 ========== ========== NOTES TO THE CASH FLOW STATEMENT RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOW Operating profit 20,928 14,409 Depreciation 4,319 2,491 Profit share paid in shares to be issued 500 - Loss on sale of fixed assets and lease finance 193 359 Increase in investments (242) (58) Increase in debtors (13,929) (60,192) Increase in creditors 890 58,701 Increase in other creditors 12,793 3,467 ---------- ---------- Net cash inflow from operating activities 25,452 19,177 ========== ========== FINANCING Issue of shares 27 87 Repayment of finance leases (712) (530) ---------- --------- (685) (443) ========== ========== RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS Increase in cash in the period 7,984 4,527 Cash movement from change in lease financing 234 529 ---------- ---------- Change in net funds resulting from cash flows 8,218 5,056 Client cash arising as part of acquisitions 2,499 - Net funds at start of period 40,383 35,327 ---------- ---------- Net funds at end of period 51,100 40,383 ========== ========== ANALYSIS OF NET 2000 Cash flow 1999 FUNDS £'000 £'000 £'000 Cash 52,345 11,457 40,888 Overdraft (1,149) (974) (175) Finance lease (96) 234 (330) --------- ---------- ---------- 51,100 10,717 40,383 ========= ========== ========== Notes to the Accounts 1. TOTAL INCOME AND PROFIT BEFORE TAX 2000 1999 53 weeks 52 weeks Total Profit Total Profit before before income taxation income taxation £'000 £'000 £'000 £'000 Discretionary portfolio management 35,216 9,218 31,761 6,515 Advisory portfolio management and other 61,425 9,856 41,231 7,590 Stocktrade 12,195 38 7,700 977 Corporate finance 17,140 5,097 7,073 1,898 -------- -------- 24,209 16,980 Profit on disposal of fixed assets - 536 -------- -------- -------- -------- 125,976 24,209 87,765 17,516 ======== ======== ======== ======== 2. SALARIES 2000 1999 53 weeks 52 weeks £'000 £'000 Include payments under staff bonus and profit share schemes of: 17,646 10,376 ====== ====== 3. TAX ON PROFIT ON ORDINARY ACTIVITIES United Kingdom corporation tax based on the taxable profit for the period at 30% (1999: 30.5%) Current 6,486 5,583 Deferred 1,098 - Prior year (162) (3) Prior year deferred (233) - Overseas tax 222 127 ------ ------ 7,411 5,707 ====== ====== 4. EQUITY DIVIDENDS First interim dividend of 2p (1999: 1.6p) paid 6 April 2000 3,335 2,520 Second interim dividend of 1.25p per share paid 1 October 2000 (1999: 1p) 2,238 1,573 ------ ------ 5,573 4,093 ====== ====== In accordance with the Group's stated dividend policy there will be no final dividend. 5. EARNINGS PER SHARE 2000 1999 53 weeks 52 weeks No. No. Restated for Earnings per share is calculated 1 for 5 in accordance with FRS 14, based split on the following figures Basic Weighted average number of shares in issue in the period 167,368,261 156,972,940 Diluted Weighted average number of options outstanding for the period 4,816,842 3,005,520 Estimated weighted average number of shares earned under deferred consideration arrangements Wise Speke 3,207,064 3,305,265 Other acquisitions 1,762,952 1,369,775 -------------- ------------ Diluted weighted average number of shares in issue in the period 177,155,119 164,653,500 ============== ============ £'000 £'000 Basic profit for the period and 16,798 11,809 attributable earnings Goodwill amortisation 928 8 Profit on sale of fixed assets - (536) Taxation thereon - 269 ----------- ------------ Adjusted basic profit for the period and attributable earnings 17,726 11,550 =========== ============ Goodwill amortisation and profit on disposal of fixed assets have been adjusted to show normalised profit growth prior to the provisions of FRS 10 and exceptional items in line with I.I.M.R. guidelines. 6. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2000 1999 53 weeks 52 weeks £'000 £'000 Group At 26 September 1999 27,235 19,619 Issue of shares in period 31,968 87 New shares to be issued created in period 16,000 - Estimated movement in value of shares to be issued 1,217 (355) Prior period acquisitions (1,235) (165) Disposals - 333 Revaluation 4,113 - Profit for the period 16,798 11,809 Dividends (5,573) (4,093) ---------- ---------- At 30 September 2000 90,523 27,235 ========== ========== 7. The financial information in this press release does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985, but is derived from those accounts. Statutory accounts for 1999 have been delivered to the Registrar of Companies, and those for 2000 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. 8. The Annual General Meeting will be held at 12 noon on 27 February 2001.