Interim Results

RNS Number : 1404O
Cenkos Securities PLC
17 September 2013
 



UNAUDITED INTERIM FINANCIAL RESULTS FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2013

Cenkos Securities plc. (the "Company" or "Cenkos") together with its subsidiaries is an independent, specialist institutional stockbroking business, focused on small and mid-cap companies and investment funds.

Cenkos' shares are admitted to trading on the Alternative Investments Market ("AIM"). The Company is authorised and regulated by the Financial Conduct Authority (FCA) and is a member of the London Stock Exchange (LSE).

Financial highlights

30 June 2013

 

30 June 2012

Revenue from continuing operations 

£20.0m

£20.2m

Underlying profit before tax from continuing operations *

£4.1m

£3.8m

Profit before tax from continuing operations 

£3.1m

£3.5m

Underlying profit after tax from continuing operations *

£3.1m

£2.7m

Profit after tax from continuing operations 

£2.3m

£2.5m

Basic and diluted earnings per share from continuing operations 

3.9p

3.6p

Interim dividends per share declared 

3.5p

3.5p

Cash and cash equivalents 

£16.3m

£22.9m

Capital resources in excess of Pillar 1 and 2 regulatory capital requirements

£6.4m

£7.4m

 

Operational highlights

Nominated adviser, corporate broker or financial adviser to

122 companies

118 companies

 

* The Company uses non-Generally Accepted Accounting Practice ("non-GAAP") financial measures, "Underlying operating profit from continuing operations, Underlying profit before tax from continuing operations and Underlying profit after tax from continuing operations", in addition to those reported under IFRS. This gives a clearer picture of the underlying financial and operating performance of the Company, since it adjusts for the impact of payments made under the Compensatory Award Plan 2009 ("CAP"). The quantum of payment made is determined by the last dividend declared on ordinary shares, and is recorded in the period in which the dividend is declared.

Commenting on the interim results, Chief Executive Officer Jim Durkin noted:

"I am pleased to report a solid, profitable performance for the first six months of 2013. We have increased our earnings per share on continuing operations and continue to raise funds for our expanding client base.

 

Our successful strategy of being a leading UK institutional broker to listed growth companies through understanding our clients' needs, delivering sustainable, diversified and growing income streams, adding high quality individuals to our teams and managing our costs and risks carefully has led to us being profitable in every year since our formation in 2005. This approach continues to bear fruit and we have made an encouraging start to the second half of 2013 with a healthy pipeline of deals."

 

For further information contact:

Jim Durkin                             020 7397 8900                        David Rydell / Duncan Mayall / Guy                020 7861 3232

Chief Executive Officer                                                        Scarborough

Cenkos Securities plc.                                                         Pelham Bell Pottinger

 

                                                                                                Nick Donald                                                          020 7991 1504

                                                                                                HSBC (Nomad)

Business Review

Strategy and business model

Our strategy

Our prime strategy is to become the principal UK institutional broker to growth companies which are admitted to trading or listed on a UK market. We aim to achieve this through:  

-       Understanding the needs of our clients, enabling us to provide successful fund raising and advice through an innovative and entrepreneurial approach;

-       Delivering sustainable, diversified and growing income streams;

-       Adding high quality individuals to our teams; and

-       Managing costs and risks carefully;

thereby providing shareholder value through earnings growth and an attractive dividend yield.

Our business model

We provide corporate advice, broking and a complete securities service to growth companies across a wide range of industry sectors including investment funds. We focus on companies that want their shares to be admitted to trading on AIM or are already traded on AIM or listed on the LSE's main market.For growing companies that require access to capital and international exposure, AIM's flexibility, with its Nominated Advisor (Nomad) system of control, provides a strong basis for financing and corporate development. We offer our clients advice and access to equity finance at all stages of their development.

Revenue streams

Cenkos earns fees from primary and secondary equity fund raising, acting as a key intermediary between growth companies or investment funds and institutional providers of capital. From when we were founded in 2005 to the end of June 2013 we have raised circa £7.8 billion for our clients. We aim to provide strong and supportive shareholder lists for companies and healthy returns for institutional investors. Corporate finance fees are earned from providing strategic advice and regulatory guidance to clients, as well as advice on all forms of corporate transactions including fundraisings, mergers and acquisitions, disposals, restructurings and tender offers. Fees are also generated from acting as Nomad or broker or financial advisor to our corporate clients. Our experienced trading teams make trading profits from market making activities and commission is generated from sales, sales trading and research activities in the shares of companies traded on numerous execution venues including AIM and the LSE Official List.

Management systems and controls

We operate an efficient and flexible business model, well adapted to a highly regulated environment. It is therefore important that we continue to maintain an appropriate and proportionate level of systems and controls, commensurate with our size and complexity. We manage our cost base carefully. We offer our client facing staff relatively low basic salaries but reward their performance based on factors that include their net income generation. This cost flexibility allows us to manage economic downturns better than many of our competitors who have higher levels of fixed or guaranteed pay. We selectively use outsourcing partners to help us maintain this cost flexibility in areas where volumes can be unpredictable. Our core trading systems, settlement systems and internal audit function are all currently outsourced.

Culture and people

Our success is based on maintaining experienced and stable teams, whose members build professional relationships and achieve results through a committed and entrepreneurial approach. We endeavour to remunerate our staff to a level and in a manner which not only retains but also motivates them to behave in line with our required standards and the longer-term growth objectives of the Company.

Key performance indicators (KPIs)

Cenkos' Key Performance Indicators (KPIs) include measures such as:

-       Profit before tax, earnings per share;

-       The size and quality of our corporate client base (Nomad / broker appointments), the aggregate funds raised for clients; and

-       Various key risk indicators, including capital resources and cash.

Commentary on KPIs is included in this Business Review.

Review of performance

Overall performance

The Company is pleased to report that it has remained profitable and continues to grow its client base. As at 30 June 2013, Cenkos was nominated adviser, broker or financial adviser to 122 companies or trusts (H1 2012: 118). Revenues are broadly flat but as noted below, cost rises due to dividend related payments have meant that profits have fallen when compared to the same period last year. This has been achieved against an on-going backdrop of fragile and volatile equity markets. Our business model ensures a low fixed cost base and a remuneration structure highly geared to performance. We maintain a positive operating cash cycle and a limited exposure to credit and market risk. This, combined with the high quality, dedication and experience of our employees, has enabled Cenkos to produce this performance.

Underlying profit before tax on continuing operations was £4.1 million (H1 2012: £3.8 million). As noted below, this 8% increase reflected a fall in revenues but also a greater fall in administrative expenses. Profit before tax on continuing operations was £3.1 million (H1 2012: £3.5 million).

During 2012, we bought back and cancelled 12.3% of the Company's issued share capital at a cost of £6.3m and in H1 2013 bought back and cancelled 0.4 million shares. Additionally, in H1 2013 the unpaid portion of the remaining 2.1 million B shares issued in 2009 were fully paid up. The net impact of these capital changes, combined with lower profit after tax, meant that basic and diluted earnings per share on continuing operations rose by 7% to 3.9p (H1 2012: 3.6p).

Cenkos continues to maintain a firm control over risk, enjoys healthy cash levels and remains well capitalised against regulatory requirements.

Revenues

Total revenue on continuing operations for the period decreased by 1% to £20.0 million (H1 2012: £20.2 million). The economic slowdown continues to impact equity markets with the total funds being raised by all companies on AIM falling by 19% to £1,418 million from H1 2012 to H1 2013 (source: LSE AIM factsheet June 2013). This fall continues to impact the stockbroking and advisory industry's profitability and is leading to on-going consolidation amongst our competitors. Given our strong market position and continued profitability, this continued turmoil provides us with an opportunity to win new clients and to continue to add high quality individuals to our existing teams. We are ranked as one of the leading brokers in London for growth companies. Cenkos remains highly placed in its chosen markets, as noted in Adviser Rankings' July 2013  'AIM Adviser Rankings Guide' where we were ranked second in terms of both 'Nomad' and 'Stockbroker' for all AIM clients by number of clients, top 'Nomad' for Oil and Gas companies and second 'Nomad' for both Financials and Technology companies by number of AIM clients.

During the period we completed 18 transactions and helped our clients raise a total of £322 million excluding £100m of tap issues for our investment fund clients (H1 2012: £306 million excluding £47m of tap issues for our investment fund clients). In the period we also completed two M&A corporate finance transactions (H1 2012: two). This performance is particularly encouraging as it was achieved during a period where there was limited transactional revenue and continued competitive pressure. Our corporate finance revenue (including fees from placings) rose from £12.9m in H1 2012 to £13.1m in H1 2013.

We make markets in the securities of all the companies where we have a broking relationship to support the other services we provide to our clients. We actively provide liquidity to the market and facilitate institutional business in both small and large cap equities. Our trading desks now make markets in the shares of 333 (2012: 351) companies and investment trusts. We continue to actively restrict the amount of capital committed to this activity to limit the market risk exposure without adversely affecting the revenue generated. Our corporate broking, market making, research and commission revenues fell from £7.3m in H1 2012 to £6.9m in H1 2013. Although we have increased the number of clients we advise, trading volumes were slightly more subdued in H1 2013. The pressure on secondary commissions shows no sign of relenting, despite investors' requirements for more independent research around takeovers and IPOs. We are confident that we can prosper in this environment because of our flexible cost model in which remuneration is linked to net income. 

Our execution business is primarily focused on client facilitation. We believe that this offering continues to enhance Cenkos' overall service offering to its expanding client base.

Costs

Costs of continuing operations rose by £0.1 million (1%) in the period, reflecting a fall in operating costs and performance related pay being offset by a £0.7m rise in staff bonuses resulting from the Compensatory Award Phantom Dividend Plan 2009 ("CAP"). Payments under this scheme are only triggered by the payment of a dividend to ordinary shareholders. This amounted to a 4p final dividend for 2012 paid in H1 2013 (1p for 2011's final dividend paid in H1 2012).

We set out below a schedule which re-analyses information included in the statutory income statement. The Company uses non-Generally Accepted Accounting Practice ("non-GAAP") financial measures, "Underlying operating profit from continuing operations, Underlying profit before tax from continuing operations and Underlying profit after tax from continuing operations" in addition to those reported under IFRS. This gives a clearer picture of the underlying financial and operating performance of the Company, since it adjusts for the impact of payments made under the Compensatory Award Plan 2009 ("CAP"). The quantum of payment made is determined by the last dividend declared on ordinary shares, and is recorded in the period in which the dividend is declared. These adjusting items amount to £1.0 million in the period to 30 June 2013 (H1 2012: £0.3 million).

As can be seen, administrative expenses before the staff bonuses under the CAP, decreased by £0.6 million. This resulted in the underlying profit before tax from continuing operations increasing by 8% to £4.1 million (H1 2012: £3.8 million) and underlying profit after tax on continuing operations increasing by 13% to £3.1 million (H1 2012: £2.7 million)





Unaudited

Unaudited

Audited





Six months ended

Year ended





30 June

30 June

31 December





2013

2012

2012





£'000s

£'000s

£'000s

Continuing operations







Revenue




19,995

20,238

43,155

Administrative expenses




(16,013)

(16,625)

(35,529)

Underlying operating profit




3,982

3,613

7,626

Investment income - interest income




102

182

357

Gain on disposal of available-for-sale financial asset



-

-

170

Interest expense




-

(9)

(6)

Underlying profit before tax from continuing operations 

4,084

3,786

8,147

Tax on underlying profit




(1,008)

(1,062)

(2,135)

Underlying profit after tax from continuing operations 


3,076

2,724

6,012

Staff bonus under CAP




(956)

(257)

(1,141)

Tax impact of Staff bonus under CAP




222

63

280

Profit after tax from continuing operations 


2,342

2,530

5,151








Discontinued operations

We sold our controlling interest in our offshore fund and wealth management business, Cenkos Channel Islands Limited (CCIL - now renamed 'Ravenscroft'), in April 2012, reducing our stake from 50% to 10%. This 10% residual stake was then sold in October 2012. As noted in our 2012 Annual Report, we generated £3.3 million profit after tax on discontinued operations in 2012.

As described in note 2 of these condensed consolidated financial statements, subsequent to these disposals, the Company has changed the way the business is assessed and performance reviewed and consequently has consolidated its reportable segments into one. This reflects the fact that Cenkos is managed as an integrated UK institutional stockbroking business. 

Statement of consolidated financial position and cash flow

At 30 June 2013, we held net assets of £21.7 million of which £16.3 million (H1 2012: £22.9 million) was represented by cash. During the six months to 30 June 2013 there has been a net decrease in cash and cash equivalents of £5.9 million (H1 2012: net increase of £8.9 million due in part to the cash generated by the disposal of discontinued operations). This is largely due to the payment of accrued bonuses in respect of 2012, the 2012 final dividend of 4p per share and corporation tax payments more than offsetting the cash inflow from the Company's profitable trading in H1 2013 and the receipt of the unpaid premiums due on the remaining 2.1 million 'B' shares noted below.

Dividend and capital levels

The Company retains sufficient capital to satisfy the UK Financial Conduct Authority's capital requirements. These requirements vary from time to time depending on the business conducted by the Company. As at 30 June 2013, the Company had a solvency ratio based on capital resources against Pillar 1 capital requirement of 205% (H1 2012: 220%) based on audited profits, and a capital resources surplus of £6.4 million (H1 2012: £7.4 million) in excess of our Pillar 1 and 2 regulatory capital requirements.

As we have consistently stated, we intend to retain sufficient capital and reserves to meet the Company's regulatory capital and cash requirements, after taking account of the likely future working capital requirements of the Company. Since our flotation onto AIM in October 2006, we have paid out 72.5p in dividends prior to the 3.5p proposed interim dividend for 2013 and bought back 9.3 million shares at a cost of £6.5 million for cancellation. In addition, 3.1 million shares have been purchased by the Cenkos Securities Employee Benefit Trust ("EBT") at a cost of £3.2 million.

During the period, the Company bought back and cancelled 0.4 million shares at a cost of £0.3 million (H1 2012: nil), thereby increasing the Company's earnings per share. Additionally, the unpaid premium due on the remaining 2.1 million B shares was received in the period. Whilst the B shares were not admitted to trading on AIM, upon payment of the required premium the B shares were converted into Ordinary shares and admitted to trading on AIM. The Company confirms that all the outstanding amounts due in respect of the B shares that had previously been issued have now been fully paid.

The Board proposes an interim dividend of 3.5p per share, in line with last year's interim dividend of 3.5p per share. The dividend will be paid on 7 November 2013 to all shareholders on the register at 11 October 2013. In line with existing shareholder authorisation, the Board will continue to assess opportunities for share buy backs and the funding of share purchases by the EBT where this is beneficial to shareholders.

People

The continued professionalism of our employees has enabled us to achieve the robust performance for the period.  We continue to look to recruit staff who are attracted by our culture and business model. We endeavour to remunerate our staff to a level and in a manner which not only retains but also motivates them to behave in line with the longer-term growth objectives of the Company. I am proud to lead a group of such dedicated and talented individuals. Their skill, commitment and determination will continue to provide us with a solid platform on which to continue to build our franchise.

Principal risks and uncertainties

The principal risks and uncertainties that Cenkos currently faces and how these are managed, have not materially changed from those outlined in our 2012 Annual Report. Aside from the health of UK equity markets, the other key changes that may impact Cenkos' risk profile over the next six months, and how they are being managed, relate to:

 

-       The pace of change in the regulatory environment - Cenkos continues to focus heavily on prudential risks to ensure the appropriate systems and controls, reporting, capital and liquidity requirements, resources and culture are all in place to meet the ongoing obligations of an FCA regulated (BIPRU Investment) firm; and

-       Ensuring that we continue to retain and attract high quality staff. We continue to pursue a policy of maintaining a low fixed cost base including low basic salaries and rewarding net income generation. Potential regulatory changes in 2014 to 'banker's bonuses' arrangements may mean that we have to change the remuneration arrangements of certain members of staff.

 

Outlook

I am pleased to report a solid, profitable performance for the first six months of 2013. We have increased our earnings per share on continuing operations and continue to raise funds for our expanding client base.

 

Our successful strategy of being a leading UK institutional broker to listed growth companies through understanding our clients' needs, delivering sustainable, diversified and growing income streams, adding high quality individuals to our teams and managing our costs and risks carefully has led to us being profitable in every year since our formation in 2005. This approach continues to bear fruit and we have made an encouraging start to the second half of 2013 with a healthy pipeline of deals.

Jim Durkin

Chief Executive Officer

16 September 2013

 

Responsibility statement

We confirm that to the best of our knowledge:

a) The condensed set of financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of Cenkos Securities plc. and the undertakings included in the consolidation taken as a whole as at 30 June 2013, and

b) The interim management report set out in the Business Review includes a fair review of the development and performance of the business and the position of Cenkos Securities plc. and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Forward-looking statements

These financial statements contain forward-looking statements with respect to the financial condition, results, operations and businesses of Cenkos Securities plc. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Such statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by forward-looking statements and forecasts.  Forward-looking statements and forecasts are based on the Directors' current view and information known to them at the date of this statement. The Directors do not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Condensed consolidated income statement for the six months ended 30 June 2013

 





Unaudited

Unaudited

Audited

 





Six months ended

Year ended

 




Notes

30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Continuing operations







 

Revenue



2

19,995

20,238

43,155

 

Administrative expenses




(16,969)

(16,882)

(36,670)

 

Operating profit




3,026

3,356

6,485

 

Investment income - interest income




102

182

357

 

Gain on disposal of available-for-sale financial asset



-

-

170

 

Interest expense




-

(9)

(6)

 

Profit before tax from continuing operations 




3,128

3,529

7,006

 

Tax



3

(786)

(999)

(1,855)

 

Profit after tax from continuing operations 




2,342

2,530

5,151

 

Discontinued operations







 

Profit after tax from discontinued operations



4

-

3,478

3,329

 

Profit




2,342

6,008

8,480

 








 

Attributable to:







 

Equity holders of the parent




2,342

5,920

8,392

 

Non-controlling interests




-

88

88

 





2,342

6,008

8,480

 








 

Earnings per share - basic and diluted







 

From continuing operations



6

3.9

3.6

7.4

 

From continuing and discontinued operations



6

3.9

8.3

12.1

 








 

Condensed consolidated statement of comprehensive income

 

for the six months ended 30 June 2013







 





Unaudited

Unaudited

Audited

 





Six months ended

Year ended

 





30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Profit 




2,342

6,008

8,480

 

Net other comprehensive income to be re-classified to profit or loss in subsequent periods

 

Available-for-sale financial assets







 

Mark to market gain on valuation of available-for-sale financial asset

-

250

170

 

Gain on disposal of available-for-sale financial asset transferred to income statement

-

-

(170)

 

Other comprehensive income




-

250

-

 

Total comprehensive income




2,342

6,258

8,480

 








 

Attributable to:







 

Equity holders of the parent




2,342

6,170

8,392

 

Non-controlling interests




-

88

88

 





2,342

6,258

8,480

 








 

Condensed consolidated statement of financial position as at 30 June 2013

 





Unaudited

Unaudited

Audited

 




Notes

30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Non-current assets







 

Property, plant and equipment



7

499

699

550

 

Available-for-sale financial asset




-

1,250

-

 

Deferred tax asset




330

164

272

 

Trade and other receivables




-

3,751

-

 





829

5,864

822

 

Current assets







 

Trade and other receivables




30,857

24,375

15,534

 

Available-for-sale financial asset




1,000

-

1,000

 

Other current financial assets




10,144

7,354

9,786

 

Cash and cash equivalents




16,343

22,880

22,271

 





58,344

54,609

48,591

 

Total assets




59,173

60,473

49,413

 

Current liabilities







 

Trade and other payables




(33,451)

(28,623)

(24,336)

 

Other current financial liabilities




(4,029)

(2,767)

(2,848)

 





(37,480)

(31,390)

(27,184)

 

Net current assets




20,864

23,219

21,407

 

Total liabilities




(37,480)

(31,390)

(27,184)

 

Net assets




21,693

29,083

22,229

 








 

Equity







 

Share capital



8

635

728

638

 

Own shares




(3,180)

(2,413)

(2,945)

 

Available-for-sale reserve




-

250

-

 

Retained earnings




24,238

30,518

24,536

 

Total equity




21,693

29,083

22,229

 








 

Condensed consolidated cash flow statement for the six months ended 30 June 2013

 








 





Unaudited

Unaudited

Audited

 





Six months ended

Year ended

 





30 June

30 June

31 December

 




Notes

2013

2012

2012

 





£'000s

£'000s

£'000s

 








 

Profit




2,342

6,008

8,480

 

Adjustments for:







 

Net finance income




(102)

(173)

(351)

 

Tax expense




786

999

1,855

 

Depreciation of property, plant and equipment




159

153

331

 

Gain on disposal of available-for-sale financial asset



-

-

(170)

 

Gain on disposal of discontinued operation and change in fair value of interest retained before deduction of non-controlling interest

-

(1,734)

(1,586)

 

Non-controlling interests in net assets sold




-

(1,568)

(1,567)

 

Shares in lieu of fees and options received in kind



(2,005)

(1,089)

(2,898)

 

Share-based payment expense




76

241

335

 

Operating cash flows before movements in working capital

1,256

2,837

4,429

 

Adjustments for deconsolidation of subsidiaries



-

197

184

 

Decrease in net trading investments




2,828

4,225

2,685

 

(Increase) / decrease in trade and other receivables



(15,255)

(2,402)

10,152

 

Increase in trade and other payables




9,326

4,657

297

 








 

Cash flow (used in) / from operating activities




(1,845)

9,514

17,747

 








 

Interest paid




-

(9)

(6)

 

Tax paid




(1,055)

(618)

(1,509)

 








 

Net cash flow (used in) / from operating activities



(2,900)

8,887

16,232

 








 

Investing activities







 

Interest received




34

97

309

 

Net proceeds from the sale of available-for-sale financial assets

-

-

1,170

 

Purchase of property, plant and equipment




(108)

(63)

(92)

 

Cash flow from sale of discontinued operations, net of cash disposed

4

-

881

848

 








 

Net cash flow (used in) / from investing activities



(74)

915

2,235

 








 

Financing activities







 

Dividends paid




(2,430)

(709)

(3,165)

 

Acquisition of own shares by Cenkos Securities Employee Benefit Trust

(235)

(223)

(755)

 

Acquisition of own shares for cancellation




(289)

-

(6,286)

 








 

Net cash used in financing activities




(2,954)

(932)

(10,206)

 








 

Net (decrease) / increase in cash and cash equivalents

(5,928)

8,870

8,261

 

Cash and cash equivalents at beginning of period



22,271

14,010

14,010

 

Cash and cash equivalents at end of period




16,343

22,880

22,271

 








 

Condensed consolidated statement of changes in equity for the six months ended 30 June 2013

 









 


Share capital

Own shares

Available-for-sale reserve

Retained earnings

Total

Non-controlling interests

Total

 


£'000s

£'000s

£'000s

£'000s

£'000s

£'000s

£'000s

 









 

Attributable to equity holders of the parent at 1 January 2012

728

(2,190)

-

25,142

23,680

1,405

25,085

 

Profit

-

-

-

5,920

5,920

88

6,008

 

Revaluation of available-for-sale investment

-

-

250

-

250

-

250

 

Total comprehensive income

-

-

250

5,920

6,170

88

6,258

 

Own shares acquired in the period

-

(223)

-

-

(223)

-

(223)

 

Share of profit from discontinued operations attributable to non-controlling interest

-

-

-

-

-

(1,568)

(1,568)

 

Credit to equity for equity settled share-based payments

-

-

-

137

137

103

240

 

Other reserve movements

-

-

-

28

28

(28)

-

 

Dividends paid

-

-

-

(709)

(709)

-

(709)

 

Attributable to equity holders of the parent at 30 June 2012

728

(2,413)

250

30,518

29,083

-

29,083

 

Profit

-

-

-

2,472

2,472

-

2,472

 

Mark to market movement on valuation of available-for-sale financial assets

-

-

(80)

-

(80)

-

(80)

 

Gain on disposal of available-for-sale financial assets transferred to income statement

-

-

(170)

-

(170)

-

(170)

 

Total comprehensive income

-

-

(250)

2,472

2,222

-

2,222

 

Own shares acquired in the period

-

(532)

-

-

(532)

-

(532)

 

Own shares acquired for cancellation in the period

-

-

(6,196)

(6,286)

-

(6,286)

 

Adjustment for capital contribution previously made from sale of discontinued operations

-

-

-

103

102

-

102

 

Credit to equity for equity-settled share-based payments

-

-

-

95

95

-

95

 

Dividends paid

-

-

-

(2,456)

(2,456)

-

(2,456)

 

Attributable to equity holders of the parent at 31 December 2012

638

(2,945)

-

24,536

22,229

-

22,229

 

Retained profit

-

-

-

2,342

2,342

-

2,342

 

Total comprehensive income

-

-

-

2,342

2,342

-

2,342

 

Own shares acquired in the period

-

(235)

-

-

(235)

-

(235)

 

Own shares acquired for cancellation in the period

(3)

-

-

(286)

(289)

-

(289)

 

Credit to equity for equity settled share-based payments

-

-

-

76

76

-

76

 

Dividends paid

-

-

-

(2,430)

(2,430)

-

(2,430)

 

At 30 June 2013

635

(3,180)

-

24,238

21,693

-

21,693

 









 

Notes to the condensed consolidated financial statements



1. Accounting policies




General information



The interim condensed consolidated financial statements of Cenkos Securities plc. ("Cenkos" or the "Company" together with its subsidiaries) for the six months ended 30 June 2013 are unaudited and were approved by the Board of Directors for issue on 16 September 2013.
Cenkos Securities plc. (The "Company") is a company incorporated in United Kingdom under the Companies Act 2006 (Company Registration No. 05210733), whose shares are publicly traded. The Company's principal activity is as an institutional broker to growth companies in the UK and abroad. These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those of estimates.

These financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments.

Basis of accounting



The interim condensed consolidated financial statements for the six months ended 30 June 2013 have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company's annual financial statements for the year ended 31 December 2012.

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2012, which are prepared in accordance with IFRSs as adopted by the European Union.

The financial information contained in these interim condensed consolidated financial statements does not constitute the Company's statutory accounts within the meaning of section 434 of the Companies Act 2006. The comparative information contained in this report for the year ended 31 December 2012 does not constitute the statutory accounts for that financial period. Those accounts have been reported on by the Company's auditors Ernst & Young LLP, and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Going concern







The Company's business activities, together with the factors likely to affect its future development and performance, the Company's principal risks and uncertainties and the financial position of the Company, are set out in the Company's Annual Report for the year ended 31 December 2012.
The Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, the Directors continue to adopt a going concern basis in preparing the interim financial statements.

Adoption of new and revised standards

During the period, a number of amendments to International Financial Reporting Standards ("IFRS") became effective and were adopted by the Company, none of which had a material impact on the Company's net cash flows, financial position, consolidated statement of comprehensive income or earnings per share, except for the adoption of new standards and interpretations as of 1 January 2013, noted below:

IFRS 13 Fair value measurement

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements carried out by the Company.
IFRS 13 also requires specific disclosures on fair values, some of which replace existing disclosure requirements in other standards, including IFRS 7 Financial Instruments: Disclosures. Some of these disclosures are specifically required for financial instruments by IAS 34.16A (j), thereby affecting the interim condensed consolidated financial statements period. The Company provides these disclosures in note 10 of these condensed consolidated financial statements.

2. Business and geographical segments

Following the disposal in its entire holding in CFM and CCIL, as disclosed in the Company's 2012 Annual Report, the Company has changed the way the business is assessed and performance reviewed; as such, Cenkos has consolidated its reportable segments into one.

This reflects the fact that Cenkos is managed as an integrated UK institutional stockbroking business and although it has different revenue streams, the nature of its activities are considered to be subject to similar economic characteristics. The internal reports used by the Chief Executive Officer for the purpose of monitoring performance and allocating resources reflect that Cenkos is managed as a single business unit.

An analysis of the Company's revenue and result by geographical location is as follows:








Geographical information







United

Channel






Kingdom

Islands

Total

Six months ended 30 June 2013 



£'000s

£'000s

£'000s

Revenue from continuing operations


19,995

-

19,995








Non-current assets




829

-

829












United

Channel






Kingdom

Islands

Total

Six months ended 30 June 2012 


£'000s

£'000s

£'000s

Revenue from continuing operations


20,238

-

20,238

Revenue from discontinued operations


67

1,453

1,520

Revenue from continuing and discontinued operations (a)

20,305

1,453

21,758








Non-current assets




5,864

-

5,864












United

Channel






Kingdom

Islands

Total

Year ended 31 December 2012 


£'000s

£'000s

£'000s

Revenue from continuing operations



43,155

-

43,155

Revenue from discontinued operations



67

1,453

1,520

Revenue from continuing and discontinued operations (a)

43,222

1,453

44,675








Non-current assets




822

-

822








(a) Revenues are attributed on the basis of the location of each entity. Discontinued operations were located in the United Kingdom and Channel Islands and comprised the revenues and results of CFM and CCIL which were disposed of by the Company in 2012.








Major clients







In the six months ended 30 June 2013, no one particular client's revenues accounted for more than 10% of the Company's total revenue (Six months ended 30 June 2012: One client contributed £2.99 million of revenue; year ended 31 December 2012: None).




3. Tax











Six months ended

Year ended





30 June

30 June

31 December





2013

2012

2012





£'000s

£'000s

£'000s

The tax charge comprises:





Current tax







United Kingdom corporation tax at 23.25% (2012: 24.5%) based on the profit for the period

843

974

1,943








Adjustment in respect of prior period




United Kingdom corporation tax

-

92

87








Total current tax




843

1,066

2,030

Deferred tax







Credit on account of temporary differences

(57)

(79)

(175)

Charge on account of temporary differences

-

12

-

Total deferred tax




(57)

(67)

(175)

Total tax on profit on ordinary activities from continuing activities

786

999

1,855








The tax expense in the income statement is disclosed as follows:




Income tax expense on continuing operations


786

999

1,855

Income tax expense on discontinued operations

-

5

5





786

1,004

1,860








The tax charge for the period differs from that resulting from applying the standard rate of UK corporation tax of 23.25% (2012: 24.5%) to the profit before tax for the reasons set out in the following reconciliation:





Six months ended

Year ended





30 June

30 June

31 December





2013

2012

2012





£'000s

£'000s

£'000s

Profit before tax from continuing operations

3,128

3,529

7,006

Profit before tax from discontinued operations

-

3,483

3,334

Profit before tax from continuing and discontinued operations

3,128

7,012

10,340








Tax on profit on ordinary activities at the UK corporation tax rate of 23.25% (2012: 24.5%)

727

1,718

2,533

Tax effect of:




Expenses that are not deductible in determining taxable profits

64

68

211

Non-taxable gain on disposal of discontinued operations

-

(848)

(853)

Income not subject to corporation tax

(15)

(33)

(55)

Adjustment for loss relief not claimed

10

7

12

Adjustment in respect of prior period

-

92

12

Tax expense for the period

786

1,004

1,860








4. Discontinued operations




As disclosed and accounted for in the Company's 2012 audited accounts, on 1 February 2012 Cenkos disposed of its entire holding in CFM, which carried out all of the Cenkos' onshore fund management activity. Following a strategic review, Cenkos decided that CCIL was not core to Cenkos' business strategy and operations. On 2 April 2012 the Company completed the disposal of 80% of its 50% holding in CCIL, which carried out all of Cenkos' offshore wealth management and offshore stock broking activity, for a consideration of £4 million. This operation is based in the Channel Islands. The remaining 10% interest in the shares of CCIL was classified in the balance sheet as an available-for-sale financial asset. Thereafter, it was marked to market as the shares are quoted on the Channel Islands Stock Exchange. On 31 October 2012, Cenkos sold this remaining 10% interest in the shares of CCIL for £1.17 million.

For details of the results of the discontinued operations see note 9 of the Company's 2012 Annual Report.

5. Dividends







 





Six months ended

Year ended

 





30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Amounts recognised as distributions to equity holders in the period:




 

Final dividend for the year ended 31 December 2012 of 4p (2011: 1p) per share

2,430

709

709

 

Interim dividend for the period to 30 June 2012 of 3.5p (June 2011: 4p) per share

-

-

2,456

 


2,430

709

3,165

 


 

The proposed interim dividend for 30 June 2013 of 3.5p (30 June 2012: 3.5p) per share was approved by the Board on 16 September 2013 and has not been included as a liability as at 30 June 2013. The dividend will be payable on 7 November 2013 to all shareholders on the register at 11 October 2013.

 








 

6. Earnings per share



 

The calculation of the basic and diluted earnings per share is based on the following data:

 





Six months ended

Year ended

 





30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Basic and diluted




 

Earnings from continuing operations

3.9p

3.6p

7.4p

 

Earnings from continuing and discontinued operations

3.9p

8.3p

12.1p

 

Earnings from continuing and discontinued operations




 

The calculation of the basic and diluted earnings per share is based on the following data:



 

Earnings







 

Earnings for the purpose of basic and diluted earnings per share being net profit attributable to equity holders of the parent

2,342

5,920

8,392

 








 





No.

No.

No.

 

Number of shares




 

Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share

60,725,002

70,963,336

69,341,308

 








 

The calculation of the weighted average number of shares also includes the total number of B shares, even though they were partly paid shares, as these shares were entitled to a full dividend pay-out.

 








 

The Board has agreed to continue to fund the Company's Employee Benefit Trust ("EBT") so that it can make market purchases in Cenkos Securities plc. shares as and when market conditions allow. During the period, 263,503 ordinary shares were purchased for an aggregate consideration of £234,696. As at 30 June 2013 the EBT held a total of 3,107,227 ordinary shares at an aggregate consideration of £3.18 million, as shown in note 9. These shares are held by the trust in treasury and have been excluded from the weighted average number of shares calculation.

 








 





Six months ended

Year ended

 





30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Earnings from continuing operations




 

Earnings for the purpose of basic earnings per share being net profit attributable to equity holders of the parent

2,342

5,920

8,392

 

Profit after tax from discontinued operations for the year

-

(3,478)

(3,329)

 

Profit attributable to non-controlling interests up to the point of disposal

-

88

88

 

Earnings from continuing operations for the purpose of basic and diluted earnings per share excluding discontinued operations

2,342

2,530

5,151

 








 

The denominators used are the same as those detailed above for both basic and diluted earnings per share from continuing and discontinued operations.

 








 

7. Property, plant & equipment





 

During the period, the Company spent approximately £107,965 (30 June 2012: £75,694, 31 December 2012: £92,656) on property, plant and equipment. This mostly related to the cost of IT equipment.

 








 

8. Share capital







 

The issued share capital as at 30 June 2013 amounted to £634,821 (30 June 2012: £727,711, 31 December 2012: £638,380).

 








 

1 January 2012 to 31 December 2012

 

On 13 January 2012, 179,852 B shares of 1p each were converted into 179,852 ordinary shares of 1p each.

 

On 1 November 2012, 700,000 B shares of 1p each were converted into 700,000 ordinary shares of 1p each.

 

On 18 December 2012, 608,523 B shares of 1p each were converted into 608,523 ordinary shares of 1p each.

 

On 2 November 2012, the Company purchased in the market 6,800,000 ordinary shares of 1p at 70p each.  These shares were cancelled by the Company.

 

On 12 December 2012, the Company purchased in the market 2,133,211 ordinary shares of 1p at 70p each.  These shares were cancelled by the Company.

 








 

1 January 2013 to 30 June 2013

 

On 29 January 2013, 50,000 B shares of 1p each were converted into 50,000 ordinary shares of 1p each.

 

On 14 May 2013, 20,338 B shares of 1p each were converted into 20,338 ordinary shares of 1p each.

 

On 21 May 2013, 91,183 B shares of 1p each were converted into 91,183 ordinary shares of 1p each.

 

On 24 May 2013, 257,357 B shares of 1p each were converted into 257,357 ordinary shares of 1p each.

 

On 28 May 2013, 525,368 B shares of 1p each were converted into 525,368 ordinary shares of 1p each.

 

On 17 June 2013, 1,200,000 B shares of 1p each were converted into 1,200,000 ordinary shares of 1p each.

 

On 19 June 2013, 540,000 B shares of 1p each were converted into 540,000 ordinary shares of 1p each.

 

On 29 January 2013, the Company purchased in the market 215,837 ordinary shares of 1p at 75p each.  These shares were cancelled by the Company.

 

On 24 May 2013, the Company purchased in the market 140,000 ordinary shares of 1p at 90p each.  These shares were cancelled by the Company.

 








 

The ordinary shares are admitted to trading on AIM.  The B shares were not admitted to trading on AIM. The B shares were issued on a partly-paid basis to certain employees prior to the Company's admission and trading on AIM in October 2006. Holders of the B shares were required to pay a further amount (the "required premium") which was specified at the time of allotment of the B shares. Upon payment of the required premium the B shares were converted automatically into ordinary shares and were admitted to trading on AIM. All shares have equal voting rights. As at 30 June 2013, the "required premium" had been fully paid up and all B shares were converted to ordinary shares and admitted to trading on AIM.

 








 

9. Own shares







 

The purpose of the Company's EBT is to assist and encourage the holding of shares in the Company by employees for their benefit with a view to facilitating the recruitment, retention and motivation of employees of the Company. During the period 263,503 ordinary shares were purchased for an aggregate consideration of £234,696. As at 30 June 2013 the EBT held a total of 3,107,227 ordinary shares at an aggregate consideration of £3.18 million, as shown in the table below.

 


Six months ended

Six months ended

Year ended

 


30 June 2013

30 June 2012

31 December 2012

 


Number


Number


Number


 


of shares

£'000s

of shares

£'000s

of shares

£'000s

 

At 1 January

2,843,724

2,945

1,583,750

2,190

1,583,750

2,190

 

Acquired during the period

263,503

235

349,750

227

1,259,974

755

 

At the period ended

3,107,227

3,180

1,933,500

2,417

2,843,724

2,945

 








 

10. Financial instruments





 








 

Capital risk management



 

The Company manages capital to ensure that the Company and its subsidiaries will be able to continue as a going concern while aiming to maximise the return to stakeholders. The capital structure of the Company consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the condensed consolidated statement of changes in equity. At present the Company has no gearing and it is the responsibility of the Board to review the Company's gearing levels on an on-going basis. As at 30 June 2013, Cenkos Securities plc. had a solvency ratio of 205% (30 June 2012: 220%, 31 December 2012: 198%).

 








 

Externally imposed capital requirement




 

The Company has to retain sufficient capital to satisfy the UK Financial Conduct Authority's ("FCA", formerly the Financial Services Authority) capital requirements. These requirements vary from time to time depending on the business conducted by the Company. The Company always retains a buffer above the FCA minimum requirement and has complied with these requirements during the period under review.

 








 

Significant accounting policies



 

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 of the Company's financial statements for the year ended 31 December 2012.

 




 

Categories of financial instruments


Carrying value

 





30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 








 

Available-for-sale investments


1,000

1,250

1,000

 








 

Financial assets at fair value through profit and loss (FVTPL)




 

Trading investments carried at fair value

9,522

6,980

9,060

 

Derivative financial assets

622

231

726

 

Financial liabilities at fair value through profit and loss (FVTPL)




 

Trading investments carried at fair value


4,029

2,767

2,848

 

Financial liabilities held at amortised cost





 

Amortised cost




33,451

28,623

24,336

 








 

Financial risk management objectives





 

The Chief Executive Officer monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including price risk), credit risk and liquidity risk. Summaries of these reports are reviewed by the Board.
Compliance with policies and exposure limits is reviewed by the Chief Executive Officer and senior management on a continuous basis. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.

 

Interest rate risk management




 

The Company is exposed to interest rate risk because the Company has financial instruments on its statement of financial position which are at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate instruments.
The Company's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity and interest rate risk table section of this note.

 

Interest rate sensitivity analysis




 

The sensitivity analysis below has been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the balance sheet date. For floating rate assets, the analysis is prepared based on the average rate due on the asset or liability through the period. A 10 basis points increase or decrease is used when reporting interest rate risk internally to senior management and represents management's assessment of a reasonably possible change in interest rates.

If interest rates had been 10 basis points higher/lower and all other variables were held constant, the Company's:
• profit for the period ended 30 June 2013 would increase/decrease by £0.01 million (30 June 2012: increase/decrease by £0.01 million, 31 December 2012: increase/decrease by £0.01 million). This is mainly attributable to the Company's exposure to interest rates on its variable rate instruments; and
• other comprehensive income would increase/decrease by £0.01 million (30 June 2012: increase/decrease by £0.01 million, 31 December 2012: increase/decrease by £0.01 million)

 

Equity price risks




 

The Company is exposed to equity price risks arising from equity investments. The financial instruments represent investments in listed equity securities that present the Company with opportunity for return through dividend income and trading gains. There are limits set for each financial instrument to limit the concentration of risks.

 

Equity price sensitivity analysis




 

The sensitivity analysis below has been determined based on the exposure to equity price risks at the reporting date and, in the opinion of senior management, a material movement in equity prices. This is based on the largest fall in the All Share AIM index in one day and over a two week period. These parameters are also considered in the Company's Individual Liquidity Adequacy Assessment (ILAA).
If equity prices had been 10% higher/lower:

 

• Net profit for the 6 months ended 30 June 2013 would have been £0.55 million higher/lower (30 June 2012: £0.46 million higher/lower, 31 December 2012: £0.69 million higher/lower) due to change in the value of FVTPL held-for-trading investments.

 








 

The Company's exposure to equity price risk is closely managed. The Company has built a framework of overall and individual stock limits and these are actively monitored by the Chief Executive Officer and senior management on a daily basis. This framework also limits the concentration of risks. The Company's overall exposure to equity price risk is set by the Board.

 

Foreign currency risk


 

The Company does not have any material dealings in foreign currency, as the majority of transactions are in UK based equities and hence denominated in sterling.

 

Credit risk management




 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. These parties may default on their obligations due to the bankruptcy, lack of liquidity, operational failure and other reasons. The exposure of the Company to its counterparties is closely monitored and the limits set to minimise the concentration of risks, ensuring this does not exceed 25% of the Company's regulatory capital.
The vast majority of the Company's credit risk arises from the settlement of security transactions. However, the settlement model primarily used by the Company does not expose the Company to a risk as a principal to a trade. Rather, the Company's exposure lies solely with Pershing Securities Limited ("Pershing"), a wholly owned subsidiary of the Bank of New York Mellon Corporation, a AA- (30 June 2012: AA-, 31 December 2012: AA-) rated bank. In addition, in circumstances in which the Company does act as principal when acting as a market maker, the counterparty will normally be an FCA regulated market counterparty rather than a corporate or individual trader. The Company does not have any significant credit risk exposure to any single counterparty with the exception of Pershing.
Cash resources also give rise to potential credit risk. The Company's cash balances are held with HSBC Bank plc. ("HSBC", an AA- rated bank), Royal Bank of Scotland plc. (an A rated bank) and Barclays Bank plc. (an A rated bank). The banks with which the Company deposits money are reviewed at least annually by the Board and are required to have at least an investment grade credit rating. To limit the concentration risk in relation to cash deposits, the maximum amount which may be deposited with any one financial institution is set at no more than 100% of the Company's regulatory capital.

 

Trade receivables not related to the settlement of market transactions consist of outstanding corporate finance fees and retainers and are spread across a wide range of industries. All new corporate finance clients are subject to a review by the New Business Committee. This committee considers, amongst other issues, the financial soundness of any client taken on.

 

In 2006 the Company issued various tranches of partly paid B shares to a number of employees serving with the Company at that time. The carrying value of the unpaid portion was included in financial assets and was due to be repaid on 1 July 2013. By 30 June 2013 all outstanding amounts in respect of the B shares had been received.

 








 

The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Company's maximum exposure to credit risk without taking account of the value of any collateral obtained.

 

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

 

The table below summarises the Company's exposure to credit risk by asset class according to whether the exposure is collateralised.

 








 

Exposure to Credit Risk


30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Derivative financial assets

Uncollateralised

622

231

726

 

Market and client receivables

Uncollateralised

28,188

22,030

10,787

 

Unpaid share capital and loans due from staff

Collateralised

4

1,612

1,919

 

Unpaid share capital and loans due from staff

Uncollateralised

-

2,139

698

 

Prepayments and accrued income

Uncollateralised

1,897

1,555

1,360

 

Other receivables


Uncollateralised

768

791

770

 

Cash and cash equivalents

Uncollateralised 

16,343

22,880

22,271

 





47,822

51,238

38,531

 








 

The table below summarises the Companies exposure to credit risk by asset class according to the credit rating of the counterparty, where appropriate.

 

Exposure to Credit Risk



30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Derivative financial assets

Unrated


622

231

726

 

Market and client receivables

Unrated


18,672

9,615

6,097

 

Market and client receivables

AA-


9,516

12,415

3,769

 

Market and client receivables

A


-

-

328

 

Market and client receivables

BBB


-

-

593

 

Unpaid share capital and loans due from staff

Unrated


4

3,751

2,617

 

Prepayments and accrued income

Unrated


1,897

1,555

1,360

 

Other receivables

Unrated


768

791

770

 

Cash and cash equivalents

AA-


9,810

14,880

15,162

 

Cash and cash equivalents

 

A


6,533

8,000

7,109

 





47,822

51,238

38,531

 








 

Liquidity risk management



 

Ultimate responsibility for liquidity risk management rests with the Board. It has, however, delegated day-to-day management to the Chief Executive Officer. The Company has in place an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Given the nature of the Company's business, the Company does not run any material liquidity mismatches, financial liabilities are on the whole short-term and the Company has sufficient liquid assets to cover all of these liabilities.

 

Liquidity and interest risk tables



 

The following tables detail the Company's remaining contractual maturity for its non-derivative financial assets and liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company is required to pay. The table includes both interest and principal cash flows. The tables also detail the Company's expected maturity for its non-derivative financial assets. The tables below have been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets.

 

Liquidity and interest rate table





 



Weighted

No




 



average

maturity

Less than

More than


 



effective

date

1  month

1  month

Total

 

As at 30 June 2013

interest rates

£'000s

£'000s

£'000s

 

Available-for-sale financial assets

Non-interest bearing


1,000

-

-

1,000

 

Financial assets at FVTPL

Non-interest bearing


9,522

440

182

10,144

 

Trade and other receivables

Non-interest bearing


-

30,857

-

30,857

 

Financial liabilities at FVTPL

Non-interest bearing


-

(4,029)

-

(4,029)

 

Trade and other payables

Non-interest bearing


-

(33,451)

-

(33,451)

 

Cash and cash equivalents

Variable interest rate instruments

1.00%

-

2,750

-

2,750

 

Cash and cash equivalents

Variable interest rate instruments

0.30%

-

3,750

-

3,750

 

Cash and cash equivalents

Variable interest rate instruments

0.25%

-

9,843

-

9,843

 




9,522

10,160

182

19,864

 








 

Liquidity and interest risk tables continued



 



Weighted

No




 



average

maturity

Less than

More than


 



effective

date

1  month

1  month

Total

 

As at 30 June 2012

interest rates

£'000s

£'000s

£'000s

£'000s

 

Available-for-sale financial assets

Non-interest bearing


1,250

-

-

1,250

 

Financial assets at FVTPL

Non-interest bearing


7,123

231

-

7,354

 

Trade and other receivables

Fixed interest rate instruments

5.00%

-

-

3,751

3,751

 

Trade and other receivables

Non-interest bearing


-

24,375

-

24,375

 

Financial liabilities at FVTPL

Non-interest bearing


-

(2,767)

-

(2,767)

 

Trade and other payables

Non-interest bearing


-

(28,623)

-

(28,623)

 

Cash and cash equivalents

Fixed interest rate instruments

2.40%

-

4,000

-

4,000

 

Cash and cash equivalents

Variable interest rate instruments

0.30%

-

4,000

-

4,000

 

Cash and cash equivalents

Variable interest rate instruments

0.25%

-

14,880

-

14,880

 




7,123

16,096

3,751

26,970

 








 



Weighted

No




 



average

maturity

Less than

More than


 



effective

date

1  month

1  month

Total

 

As at 31 December 2012

interest rates

£'000s

£'000s

£'000s

£'000s

 

Available-for-sale financial assets

Non-interest bearing


1,000

-

-

1,000

 

Financial assets at FVTPL

Non-interest bearing


9,060

368

358

9,786

 

Trade and other receivables

Fixed interest rate instruments

5.00%

-

-

2,617

2,617

 

Trade and other receivables

Non-interest bearing


-

12,917

-

12,917

 

Financial liabilities at FVTPL

Non-interest bearing


-

(2,848)

-

(2,848)

 

Trade and other payables

Non-interest bearing


-

(24,336)

-

(24,336)

 

Cash and cash equivalents

Variable interest rate instruments

1.00%

-

2,600

-

2,600

 

Cash and cash equivalents

Variable interest rate instruments

0.30%

-

4,500

-

4,500

 

Cash and cash equivalents

Variable interest rate instruments

0.25%

-

15,171

-

15,171

 




9,060

8,372

2,975

20,407

 








 

Except as detailed below, the carrying amounts of financial assets recorded at amortised cost in the financial statements approximate their fair values.

 


Carrying value

Fair value

 


30 June

30 June

31 December

30 June

30 June

31 December

 


2013

2012

2012

2013

2012

2012

 


£'000s

£'000s

£'000s

£'000s

£'000s

£'000s

 

Non-current assets:







 

Loans and receivables

-

3,751

-

-

3,938

-

 

Available-for-sale investments

-

1,250

-

-

1,250

-

 

Other non-current assets

829

863

822

829

863

822

 


829

5,864

822

829

6,051

822

 

Available-for-sale investments

1,000

-

1,000

1,000

-

1,000

 

Financial assets at FVTPL

10,144

7,211

9,786

10,144

7,211

9,786

 

Held to maturity investments

-

143

-

-

143

-

 

Loans and receivables

-

-

2,617

-

-

2,643

 

Trade and other receivables

30,857

24,375

12,917

30,857

24,375

12,917

 

Cash and cash equivalents

16,343

22,880

22,271

16,343

22,880

22,271

 


58,344

54,609

48,591

58,344

54,609

48,617

 

Financial liabilities at FVTPL

(4,029)

(2,767)

(2,848)

(4,029)

(2,767)

(2,848)

 

Trade and other payables

(33,451)

(28,623)

(24,336)

(33,451)

(28,623)

(24,336)

 


(37,480)

(31,390)

(27,184)

(37,480)

(31,390)

(27,184)

 

Fair value hierarchy
All financial instruments carried at fair value are categorised in three categories, defined as follows:
Level 1 - Quoted market prices
Level 2 - Valuation techniques (market observable)
Level 3 - Valuation techniques (non-marked observable)
As at 30 June 2013, the Company held the following financial instruments measured at fair value:

 





 




Level 1

Level 2

Level 3

Total

 

As at 30 June 2013


£'000s

£'000s

£'000s

£'000s

 

Available-for-sale financial assets

-

-

1,000

1,000

 

Financial assets at FVTPL





 

Derivative financial assets

-

-

622

622

 

Non-derivative financial assets held for trading

9,522

-

-

9,522

 




9,522

-

622

10,144

 




9,522

-

1,622

11,144

 








 

Financial liabilities at FVTPL





 

Non-derivative financial liabilities held for trading

4,029

-

-

4,029

 








 

There were no transfers between Level 1, 2 and 3 during the period.




 




Level 1

Level 2

Level 3

Total

 

As at 30 June 2012

£'000s

£'000s

£'000s

£'000s

 

Available-for-sale financial assets

1,250

-

-

1,250

 

Financial assets at FVTPL





 

Derivative financial assets

-

-

231

231

 

Non-derivative financial assets held for trading

6,980

-

-

6,980

 




6,980

-

231

7,211

 

Held to maturity investments 

143

-

-

143

 




7,123

-

231

7,354

 

Financial liabilities at FVTPL





 

Non-derivative financial liabilities held for trading

2,767

-

-

2,767

 








 





 




Level 1

Level 2

Level 3

Total

 

As at 31 December 2012 

£'000s

£'000s

£'000s

£'000s

 

Available-for-sale financial assets 

-

-

1,000

1,000

 

Financial assets at FVTPL





 

Derivative financial assets

-

-

726

726

 

Non-derivative financial assets held for trading

9,060

-

-

9,060

 




9,060

-

726

9,786

 




9,060

-

1,726

10,786

 

Financial liabilities at FVTPL





 

Non-derivative financial liabilities held for trading

2,848

-

-

2,848

 








 

There were no transfers between Level 1, 2 and 3 during the period.




 








 

Reconciliation of recurring fair value measurements categorised within Level 3 of the fair value hierarchy

 





Unlisted securities

Share options and warrants

Total

 





£'000s

£'000s

£'000s

 

Opening balance 1 January 2013

1,000

726

1,726

 

Share options and warrants granted

-

-

-

 

Net unrealised loss recognised in income statement

-

(104)

(104)

 

Closing balance 30 June 2013

1,000

622

1,622

 








 

Level 3 financial instruments consist of derivative financial assets and unlisted shares received in lieu of fees.
The unlisted equity shares are carried as available-for-sale financial assets classified as Level 3 within the fair value hierarchy. They are valued based on the prices paid by other participants to the transaction when the shares were acquired. Since then, the unlisted company's management accounts have shown its performance to be broadly in line with expectations and there have been no other factors brought to the Board's attention, which would suggest that there has been any impairment to this valuation in the intervening period.
The derivative financial assets are carried as financial assets at FVTPL classified as Level 3 within the fair value hierarchy and comprise equity options and warrants over listed securities.

 

Impact of reasonably possible alternative assumptions
A sensitivity analysis based on a 10% increase/decrease in the volatility measure used as an input in the valuation of the share options and warrants shows the impact of such a movement would be an increase of £64,853 / decrease of £77,324 respectively in the profit shown in the income statement.

 

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.
Financial instruments measured at fair value on an on-going basis include trading assets and liabilities and financial investments classified as available-for-sale.

 

Determination of fair value


 

Fair values are determined according to the following hierarchy:
(a) Quoted market price
Financial instruments with quoted prices for identical instruments in active markets.
(b) Valuation technique using observable inputs
Financial instruments with quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in inactive markets and financial instruments valued using models where all significant inputs are observable.
(c) Valuation technique with significant non-observable inputs
Financial instruments valued using models where one or more significant inputs are not observable. The best evidence of fair value is a quoted price in an actively traded market. In the event that the market for a financial instrument is not active, a valuation technique is used. The majority of valuation techniques employ only observable market data and so the reliability of the fair value measurement is high. However, certain financial instruments are valued on the basis of valuation techniques that feature one or more significant market inputs that are not observable. For these instruments, the fair value derived is more judgemental. 'Not observable' in this context means that there are few or no current market data available from which to determine the level at which an arm's length transaction would be likely to occur. It generally does not mean that there is absolutely no market data available upon which to base a determination of fair value (historical data may, for example, be used). Furthermore, the assessment of hierarchy level is based on the lowest level of input that is significant to the fair value of the financial instrument.
The valuation models used where quoted market prices are not available incorporate certain assumptions that the Company anticipates would be used by a third party market participant to establish fair value.

 








 

11. Related party transactions.



 

Transactions with related parties are made at arm's length. Transactions or balances between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and, in accordance with IAS 24, are not disclosed in this note. The Board includes all employees considered to be key management personnel.

 

The compensation of the key management personnel of the Company (including the Directors) and their interests in the shares and options over the shares of Cenkos Securities plc. was as follows:

 





Six months ended

Year ended

 





30 June

30 June

31 December

 





2013

2012

2012

 





£'000s

£'000s

£'000s

 

Aggregate emoluments

1,616 

924

3,379

 

There were no Directors who were members of any Company pension scheme as at the period end (2012: none).

 








 

Related party interests in ordinary and B shares of Cenkos Securities plc.



 





30 June

30 June

31 December

 





2013

2012

2012

 





No.

No.

No.

 

Number of shares




14,487,294

14,526,430

14,466,430

 

Percentage interest

23%

20%

23%

 








 

Related party interests in share options

Six months ended

Six months ended

Year ended

 


30 June 2013

30 June 2012

31 December 2012

 


Number

Weighted

Number

Weighted

Number

Weighted

 



average


average


average

 



exercise


exercise


exercise

 



price


price


price

 

Outstanding at beginning of the period

1,178,710

1.11

2,793,828

1.18

2,793,828

1.18

 

Adjustment arising from the reclassification of related parties

-

-

(2,615,118)

1.15

(2,615,118)

1.15

 

Issued during the period

-

-

1,000,000

1.00

1,000,000

1.00

 

Outstanding at the end of the period

1,178,710

1.11

1,178,710

1.11

1,178,710

1.11

 

Among the Company's transactions with key management personnel was a loan to Jeremy Warner Allen, a Director of Cenkos Securities plc. This loan was repaid in full during the six months ended 30 June 2013 (30 June 2012: £507,600, 31 December 2012: £227,780) and related to the premium due on B shares in the Company. The loan was made in accordance with the terms and conditions of the issue of the B shares, which were allotted to a number of senior employees in 2006 and only the nominal value was paid on the allotment of these shares. The Company was treated as having made a loan to Jeremy Warner Allen of an amount equal to the outstanding premium to be paid (the "notional loan"). As the notional loan to Jeremy Warner Allen was free of interest, it is considered to be a taxable benefit in kind. There were no other outstanding balances or bad debt provisions for any related party balances as at 30 June 2012, and no related party transactions have been written off during the period (2012: nil).

 








 

12. Events after the reporting period


 

There were no material events to report on that occurred between 30 June 2013 and the date at which the Directors signed this Interim Report.

 

Independent review report to Cenkos Securities plc.




 

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2013 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement, the condensed consolidated statement of changes in equity and the related notes to the condensed consolidated financial statements 1 to 12. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.

As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.

 

Ernst & Young LLP

Registered Auditors

London, United Kingdom

 

16 September 2013

 

Information for shareholders


 

 

Directors

 

Gerry Aherne

Jeff Hewitt

Anthony Hotson

Mike Chilton

Jim Durkin

Paul Hodges

Joe Nally

Jeremy Warner Allen

 

Company Secretary

(non-executive chairman)

(non-executive director)

(non-executive director)

(finance director)

(chief executive officer)

(executive director)

(executive director)

(executive director)

 

Stephen Doherty

 

 

Financial Calendar

 

March / April

April /May

September

November

Year end results announced

Annual General Meeting and final dividend paid

Half year results announced

Interim dividend paid

 

Company Registration Number and

Country of Incorporation

05210733, England & Wales

 

Registered Office

6.7.8 Tokenhouse Yard
London
EC2R 7AS

 

Bankers

HSBC

West End Corporate Banking Centre

70 Pall Mall

London

SW1Y 5EZ

 

Solicitors

Travers Smith LLP

10 Snow Hill

London

EC1A 2AL

 

Ashurst LLP

Broadwalk House

5 Appold Street

London

EC2A 2HA

 

 

Auditors

Ernst & Young LLP

1 More London Place

London

SE1 2AF

 

Registrars

Capita Registrars
The Registry
34 Beckenham Road
Beckenham Road
Kent
BR3 4TU

 

Nominated Adviser and Broker

HSBC
8 Canada Square
London
E14 5HQ

 

Website

www.cenkos.com

 

 

 

 

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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