Final Results

RNS Number : 0456S
Curtis Banks Group PLC
15 March 2016
 



15 March 2016

 

Curtis Banks Group plc

("Curtis Banks", the "Group")

Final Results for 12 months to 31 December 2015

 

"A stronger foundation for achieving our growth ambitions"

 

Curtis Banks Group plc, one of the UK's leading SIPP providers with a portfolio of over 39,000 SIPPs, is pleased to announce its final results for the 12 months to 31 December 2015.

 

Highlights for the year include:

 

2015

2014

Change

Financial (£'000)

 

 

 

Revenue

£16,999

£10,081

+69%

Operating Profit 

£4,198

£3,231

+30%

Adjusted Operating Profit (1)

£6,125

£3,746

+64%

Profit Margin on Adjusted Operating Profit (1)

36%

37%

-

Basic EPS

7.12p

5.95p

+20%

Adjusted Basic EPS on Operating Profit (1)

11.46p

7.35p

+56%

 

 

 

 

Operational Highlights

 

 

 

Number of SIPPs Administered

39,236

22,379

+75%

Number of SSASs Administered

326

280

+16%

Assets under Administration

£9.0bn

£7.1bn

+27%

Total New Full SIPPs in period

2,386

2,046

+17%

 

(1) before amortisation and non-recurring costs

 

Commenting on the results and prospects, Chris Banks, Executive Chairman of Curtis Banks, said:

 

"2015 will go down as a significant year in the development of Curtis Banks.  We have achieved very pleasing results whilst completing our IPO on AIM and two significant transactions.

 

Our prospects are equally exciting.  Contracts were exchanged in January 2016 for the acquisition of Suffolk Life and following completion that is subject only to regulatory approval, Curtis Banks will become the second largest independent SIPP administrator in the UK and in a very strong position to continue its strategy for growth, both organically and through the acquisition of further complementary books of SIPPs." 

 

Analyst Presentation

 

A briefing for Analysts will be held at 9.30am today.  Those wishing to attend or requiring further information on the Company should contact Tom Cooper on 0797 122 1972 or tom.cooper@walbrookpr.com.

 

For more information:

Curtis Banks Group plc

www.curtisbanks.co.uk

Rupert Curtis - Chief Executive Officer

Via Walbrook PR

Paul Tarran - Chief Financial Officer

 

 

 

Peel Hunt LLP (Nominated Adviser & Broker)

+44 (0) 20 7418 8900

Guy Wiehahn

 

 

 

Walbrook PR

+44 (0) 20 7933 8780

Tom Cooper / Paul Vann

+44 (0) 797 122 1972

 

tom.cooper@walbrookpr.com

 

Notes to Editors:

Curtis Banks administers Self-Invested Pension products, principally SIPPs and SSASs. The Group commenced trading in 2009 and has successfully developed, through a combination of organic growth and acquisitions, into one of the largest UK providers of these products. The Group employs approximately 273 in its head office in Bristol and regional offices in Dundee and Market Harborough.

For more information - www.curtisbanks.co.uk 

 

 

Chairman's statement

Overview

I am pleased to present the first set of annual results for Curtis Banks as a listed Group for the year ended 31 December 2015.

The twelve months have been an active period of growth for the Group and one in which we have completed two significant transactions, continued to deliver increasing rates of organic growth and listed the shares of Curtis Banks on the AIM market of the London Stock Exchange.

Revenues for the period increased by 69% from £10.1 million to £17.0 million, compared to the previous year, and operating profit increased from £3.2 million to £4.2 million.  These results are all the more impressive given that we have absorbed costs associated with the two transactions, their integration and the flotation. Operating profits before these costs, and amortisation, increased from £3.7 million to £6.1 million when compared to the previous year.

The results for the year do not fully reflect the contribution of our two transactions in the year. The first was the acquisition of a client book from Friends Life PLC (now Aviva PLC). The acquisition completed on 13 March 2015 and hence the operating revenues for the year only include nine months of contribution from this source. The second was our appointment to replace Capita as SIPP administrators to a significant book of Zurich SIPPs in November 2015. This is a 10 year contact with guaranteed revenues of £1.25 million p.a. in the first two years. The full benefit of both of these transactions will be seen in the year ending 31 December 2016 and beyond.

We continue to grow organically and develop our introducer network to extend our reach and to further diversify our introducer relationships. New well established introducers continue to be attracted to our service level proposition reflecting the on-going success of our strategy.

Board

 

As part of our recent admission to AIM, your Board was enhanced by three key Non-Executive Directors, Chris Macdonald (Chief Executive of Brooks Macdonald), Bill Rattray (Finance Director of Aberdeen Asset Management plc) and Jules Hydleman (former Chairman of Innocent Drinks). All three bring a wealth of relevant experience and expertise to the Board and their agreement to accept positions as Non-Executive Directors expresses their confidence in the future of the Group.

Dividends                                                             

Your Board has declared an interim dividend of 3.5p per share that was paid on 26 February 2016 in lieu of a final dividend for the year ended 31 December 2015.  It is the expectation that both an interim dividend and final dividend will be declared for the current financial year and going forward.

Summary and outlook

The results reflect significant progress over the period under review and this was an important year in the evolution of Curtis Banks. We expect 2016 to likewise be an equally important year. On 15 January 2016 we exchanged contracts with Legal & General Retail Investments (Holdings) Ltd to acquire Suffolk Life Group Limited. This is subject to regulatory approval.

Suffolk Life is one of the oldest and most respected brands in the SIPP industry, with an excellent reputation for service and professionalism. We are delighted that Legal & General has chosen us to take ownership of this business and believe this reflects our strong standing and market reputation. Suffolk Life is based in Ipswich with 239 employees. Suffolk Life manages approximately 26,500 SIPPs, with £8.7 billion of assets under administration. Suffolk Life has a strong reputation for SIPP property expertise.  The acquisition of Suffolk Life, once completed, will also enhance the earnings for the current year and elevate Curtis Banks to the second largest independent SIPP provider in the UK.

With the increased regulatory environment for SIPP operators and forthcoming changes to capital adequacy rules we are seeing a continuing consolidation in the industry. We are being regularly approached by SIPP operators looking for an exit for a variety of reasons and we are evaluating opportunities as they come to us. Whilst it is one of our objectives to grow the business by acquisition as well as organically we will only consider acquisitions of high quality books of SIPPs that we know can provide at least the level of operating margins we are currently achieving. The recent admission to AIM has provided us with the resources and ability to consider and fund all levels of acquisition as can be demonstrated by the recent exchange of contracts to acquire Suffolk Life Group Limited.

It is against this backdrop that we consider the environment to be favourable for our current growth strategy.  Your Board looks forward with optimism to further growing Curtis Banks both organically and acquisitively for the benefit of its shareholders.

Finally, I would like to thank all the staff in the Group, including my fellow executive Directors, for their hard work and dedication over a period that has seen so much transition in our business.  It is an exciting time for Curtis Banks and we look forward to delivering on the Group's potential.

 

Christopher Banks

Executive Chairman

 

 

 

Chief executive's review

Operational review

The operational priority for the first part of the year ended 31 December 2015 was to absorb the two acquisitions completed at the end of 2014 and to complete the acquisition of the Friends Life book of schemes, ultimately acquired in March 2015. This resulted in considerable investment in terms of time and staffing in Bristol to integrate these books of SIPPs into Curtis Banks. 

In the latter part of the year, the 10 year administration contract of Zurich SIPPs was awarded to Curtis Banks and recruitment of staff at our Market Harborough office took place in order to service this new contract.  As with all the acquisitions carried out to date there is an initially high investment of time, both leading up to the acquisition and then integrating the new books acquired with Curtis Banks' systems and processes, before the full benefit of the acquisitions can be realised.

The most recent and substantial development for Curtis Banks has been the exchange of contracts in January 2016 with Legal & General Retail Investments (Holdings) Limited for the acquisition of Suffolk Life Group Limited.  We believe that Suffolk Life has a strong heritage, culture and client focus which we share at Curtis Banks. We will retain Suffolk Life's headquarters in Ipswich and believe there will be continuity for clients and exciting opportunities for Suffolk Life's management and employees as part of the enlarged group.

The acquisition of Suffolk Life is conditional on regulatory approval that is expected in the second quarter of 2016 which, once completed, will double the size of Curtis Banks in terms of the number of SIPPs administered and turnover.

SIPP numbers

New Full SIPP numbers from organic growth in the year were 2,386. Compared to the previous year (2014: 2,046) this shows an impressive growth of 17% and growth of 19% over the forecast for the year. The number of SIPPs administered as at 31 December 2015 totalled 21,423 Full SIPPs, 6,529 eSIPPs and 11,284 SIPPs administered under third party administration contracts. The increased staff numbers, as well as working on books of SIPPs acquired, have been used to support this strong organic growth in Full SIPPs during the year.

The attrition rate for the year has increased from 3.2% to 4.9% as a result of high rates of attrition on books acquired during the year. These rates, that existed at the date of acquisition, have been significantly reduced since that date.

The average revenue per SIPP has fallen to £620 (excluding SIPPs administered under outsourcing contracts) in the year 31 December 2015 from £789 for the year ended 31 December 2014. This is attributable to the effect of the lower revenues from the eSIPP book acquired as part of the Pointon York acquisition in October 2014. eSIPPs have a lower fee structure but are less expensive to administer, hence maintaining margins , as they are on-line products. The full impact of this has been felt in 2015 whilst the results for the year ended 31 December 2014 only included two months of these revenues. In addition, other sources of revenue for the newly acquired books of business have yet to be fully developed.

Our market and products

The changes in pension legislation over the past two budgets have to date had little impact on the business of Curtis Banks other than implicitly driving the growth levels in new SIPPs. The Group has seen no significant increase in withdrawals as a result of the new pension freedom abilities. All products, systems and literature of Curtis Banks have however been updated to reflect the changes and allow clients to fully take advantage of the new rules where allowed.

In addition, a new product has been designed specifically to address Pension Freedom. This is a short term pension drawdown product that allows clients simple on-line access to their funds, held in cash, with no transactional costs each time a withdrawal takes place. The product has been targeted initially to the financial intermediary market.

Systems and personnel

Development continues of the new operating system for the Group that will replace the current number of systems in place. The new system will allow more efficient and robust processing of data and enhance on-line ability for clients and introducers of business as well as delivering a standard system across the whole of Curtis Banks. It is expected that the first stage of the implementation of the new system will take place in the second half of the current year.

I am pleased to welcome Richard Valentine to the Group. Richard joined mid last year as COO and brings a depth of experience gained with other SIPP Providers to strengthen our management team.

As a result of the exceptional growth of the business over the past year additional staff have been recruited to strengthen the provision of general support services. Staff numbers in Curtis Banks have increased from 181 staff as at 31 December 2014 to 273 as at 31 December 2015, principally in Bristol where all the main support functions are located. This additional staffing will continue as considered necessary to be at a level expected to be adequate to support future projected organic growth and provide the service levels expected.

 

Rupert Curtis

Chief Executive Officer

 

 

 

 

Financial Review

Revenues of £17.0 million for the year have increased by 69% over the comparable period (2014: £10.1 million). This is through a combination of strong organic growth and the impact of the last four transactions completed. These were:

 

•              The acquisition of the SIPP business of Pointon York SIPP Solutions Limited on 31 October 2014

•              The acquisition of the SIPP business of Rathbones Pensions and Advisory Services Limited on 31   

December 2014

•              The acquisition of a book of self-invested pension products from Friends Life PLC on 13 March 

                2015

•              The awarding of the Administration contract for Zurich SIPPs on 20 October 2015

 

The revenue contribution from the last two of these transactions accounted for £2.8 million of the revenue for the year to 31 December 2015. The full benefit of these transactions will be felt in the current and future financial periods.

 

Interest income remains under pressure from the low interest rate environment currently being experienced for instant access funds.

 

Administrative expenses of £10.9 million have increased for the year by 72% compared to the previous year (2014: £6.3 million).  This is a reflection of the above transactions and the additional staff resources needed to service these SIPPs.  In the case of Pointon York SIPP Solutions, the additional costs included the costs associated with an additional office at Market Harborough to maintain a high service level for this client bank. The retaining of this office ensured the retention of the highly experienced staff that transferred across to Curtis Banks as part of that acquisition and provided the office space and experienced staff to support the Zurich administration contract taken on in November 2015.

 

Non-recurring costs for the year included costs of £750,000 relating to the listing of the Group on AIM in May 2015. In addition, included in non-recurring costs are the one off costs of establishing the Third Party Administration environment to allow the Group to take on the Zurich contract and potentially future third party administration arrangements. Also the Group incurred reorganisation costs of £103,000 as a consequence of moving the Head Office to new premises in Bristol in February 2015, a necessity given the growth over the past year. Non-recurring costs were also incurred relating to matters arising on books of SIPPs acquired that could not be recovered from the Vendors.

 

The successful IPO of the Group in May 2015 raised new funds of £6.4 million (net) and helped strengthen the Group balance sheet to net assets of £13.6 million at 31 December 2015 compared to £5.2 million at 31 December 2014. Of the £6.4 million raised, £1.4 million was utilised to repay the preference shares outstanding as at the date of Admission. The remaining funds raised are currently on deposit and will be utilised for future acquisitions and development of the business.

 

Capital expenditure on property plant and equipment during the year has been significant at £1.1 million, mainly arising from the investment and development in a new operating system and also routine upgrades in computer hardware to provide storage and data recovery facilities to ensure adequate operational and data security requirements for the enlarged group. The investment in the new operating system will continue in the current year and the system will be implemented on a phased basis from towards the end of the current year.

 

Costs incurred during the year that relate to the proposed new operating systems and development of new products have been capitalised and will be written off over their estimated useful economic  lives when the respective systems are operational and the products launched.

 

The new capital adequacy requirements for SIPP operators become effective from September 2016. Preliminary calculations have been made by Curtis Banks of the higher levels of capital needed under the new rules and based on these Curtis Banks has calculated that it will have more than sufficient capital in place to satisfy the requirements.

 

On 14 January 2016 Curtis Banks exchanged contracts with Legal & General Retail Investments (Holdings) Limited to acquire the entire share capital of Suffolk Life Group Limited for a total consideration of £45 million. The net current assets of Suffolk Life Group Limited at completion are expected to be circa £18 million. Completion is conditional on regulatory approval of the Change of Controller of Suffolk Life Group Limited to Curtis Banks.

 

The Acquisition of Suffolk Life Group Limited is to be funded by the combination of a placing of 8,437,500 new ordinary shares of 0.5p each in Curtis Banks at a placing price of 320 pence per Share to raise £27 million and a new debt and revolving credit facility. The placing was successfully concluded on 20 January 2016 with the new shares issued being admitted to AIM on that date.  The debt facilities have been fully approved by the lender and will be drawn down on completion of the transaction.

 

 

Paul Tarran

Chief Financial Officer

 

 

Curtis Banks Group PLC

Consolidated Statement of Comprehensive Income

 

 

 

Year ended 31 December

 

 

Notes

 

 

 

2015

£'000

 

2014

£'000

Revenue

 

 

 

 

 

 

 

Continuing operations

 

 

 

 

15,364

 

9,545

Acquisitions

 

 

 

 

1,635

 

536

 

 

 

 

 

 16,999

 

10,081

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

 

(10,874)

 

(6,335)

Operating profit before  amortisation and non-recurring costs

 

 

 

 

6,125

 

3,746

 

 

 

 

 

 

 

 

Non-recurring costs

 

3

 

 

(1,194)

 

(106)

Amortisation

 

 

 

 

(733)

 

(409)

Operating profit

 

2

 

 

4,198

 

3,231

 

 

 

 

 

 

 

 

Finance income

 

 

 

 

40

 

14

Finance costs

 

 

 

 

(158)

 

(141)

Profit before tax

 

 

 

 

4,080

 

3,104

 

 

 

 

 

 

 

 

Tax

 

4

 

 

(983)

 

(665)

Profit for the year

 

 

 

 

3,097

 

2,439

 

 

 

 

 

 

 

 

Other comprehensive income for the year

 

 

 

 

-

 

-

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

 

 

 

3,097

 

2,439

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

Equity holders of the Group

 

 

 

 

3,072

 

2,380

Non-controlling interests

 

 

 

 

25

 

59

 

 

 

 

 

3,097

 

2,439

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per ordinary share:

 

 

 

 

 

 

 

Basic (pence)

 

5

 

 

7.12p

 

5.95p

Diluted (pence)

 

     5

 

 

6.96p

 

5.91p

 

 

 

 

 

 

 

 

Earnings per ordinary share on operating profit before amortisation and non-recurring costs:

 

 

 

 

 

 

Basic (pence)

 

 

 

 

11.46p

 

7.35p

Diluted (pence)

 

 

 

 

11.20p

 

7.31p

 

 

 

 

 

 

 

 

 

The consolidated statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

 

Curtis Banks Group PLC

Consolidated Statement of Changes in Equity

 

 

 

Issued capital

 

£'000

 

Share premium

 

£'000

 

Equity share based payments

£'000

 

Retained earnings

 

£'000

 

Total

 

 

£'000

 

Non-controlling

interest

£'000

 

Total

equity

 

£'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2014

200

 

-

 

-

 

1,211

 

1,411

 

1,402

 

2,813

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

 

-

 

-

 

2,380

 

2,380

 

59

 

2,439

Share based payments

-

 

-

 

32

 

-

 

32

 

-

 

32

Preference dividends declared

-

 

-

 

-

 

-

 

-

 

(56)

 

(56)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2014

200

 

-

 

32

 

3,591

 

3,823

 

1,405

 

5,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

 

-

 

-

 

3,072

 

3,072

 

25

 

3,097

Share based payments

-

 

-

 

65

 

-

 

65

 

-

 

65

Ordinary shares issued

25

 

7,146

 

-

 

-

 

7,171

 

-

 

7,171

Ordinary dividends declared

-

 

-

 

-

 

(500)

 

(500)

 

-

 

(500)

Preference dividends declared

-

 

-

 

-

 

-

 

-

 

(21)

 

(21)

Preference shares redeemed

-

 

-

 

-

 

-

 

-

 

(1,400)

 

(1,400)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

225

 

7,146

 

97

 

6,163

 

13,631

 

9

 

13,640

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Curtis Banks Group PLC

Consolidated Statement of Financial Position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31 December

 

 

 

 

Notes

 

 

 

2015

£'000

 

2014

£'000

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

 

6

 

 

 

13,379

 

11,235

Property, plant and equipment

 

 

 

7

 

 

 

1,519

 

694

Investments

 

 

 

 

 

 

 

1

 

1

 

 

 

 

 

 

 

 

14,899

 

11,930

Current assets

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

 

 

   

 

 

 

4,049

 

1,868

Cash and cash equivalents

 

 

 

8

 

 

 

7,630

 

2,699

 

 

 

 

 

 

 

 

11,679

 

4,567

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

26,578

 

16,497

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

 

  

 

 

 

1,951

 

1,081

Deferred income

 

 

 

 

 

 

 

4,649

 

3,587

Borrowings

 

 

 

  

 

 

 

1,195

 

1,218

Deferred consideration

 

 

 

 

 

 

 

1,242

 

1,760

Current tax liability

 

 

 

 

 

 

 

434

 

375

 

 

 

 

 

 

 

 

9,471

 

8,021

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

 

2,036

 

3,168

Deferred consideration

 

 

 

 

 

 

 

1,219

 

-

Deferred tax liability

 

 

 

 

 

 

 

212

 

80

 

 

 

 

 

 

 

 

3,467

 

3,248

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

 

 

 

12,938

 

11,269

 

 

 

 

 

 

 

 

 

 

 

Net assets

 

 

 

 

 

 

 

13,640

 

5,228

 

 

 

 

 

 

 

 

 

 

 

Equity attributable to owners of the parent

 

 

 

 

 

 

 

 

Issued capital

 

 

 

 

 

 

 

225

 

200

Share premium

 

  

 

 

 

7,146

 

-

Equity share based payments

 

 

 

 

 

 

 

97

 

32

Retained earnings

 

 

 

  

 

 

 

6,163

 

3,591

 

 

 

 

 

 

 

 

13,631

 

3,823

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

 

 

 

 

 

9

 

1,405

 

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

 

 

 

 

 

13,640

 

5,228

                         

Curtis Banks Group Plc

Consolidated Statement of Cash Flows        

 

 

 

 

 

 

Year ended 31 December

 

 

2015

£'000

 

2014

£'000

 

Cash flows from operating activities

 

 

 

 

Profit before tax

 

4,080

 

3,104

 

Adjustments for:

 

 

 

 

 

Depreciation

 

267

 

178

 

Amortisation

 

733

 

409

 

Loss on disposal of property, plant and     equipment

-

 

1

 

Dividend income

 

-

 

-

 

Interest expense

 

158

 

142

 

Share based payment expense

 

19

 

-

 

Changes in working capital:

 

 

 

 

 

Increase in trade and other receivables

(2,055)

 

(750)

 

Increase in trade and other    payables

1,113

 

671

 

Taxes paid

 

(794)

 

(918)

 

Net cash flows from operating activities

3,521

 

2,837

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchase of intangible assets

 

(220)

 

-

 

Purchase of property, plant and equipment

 

(1,092)

 

(384)

 

Receipts from sale of property, plant and equipment

 

-

 

4

 

Consideration paid on business acquisitions (including deferred)

 

(1,128)

 

(3,424)

 

 

 

 

 

 

 

Net cash flow from investing activities

(2,440)

 

(3,804)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Capital element of finance lease contracts

(20)

 

(38)

 

Equity dividends paid

 

(535)

 

(179)

 

Net proceeds from issue of ordinary shares

7,171

 

-

 

Redemption of  preference shares

(1,400)

 

-

 

Proceeds from borrowings

 

-

 

2,450

 

Repayment of borrowings

 

(1,195)

 

(940)

 

Interest element of finance lease rentals

(4)

 

(4)

 

Interest paid

 

(167)

 

(167)

 

Net cash received from financing activities

3,850

 

1,122

 

Net increase in cash and cash equivalents

4,931

 

155

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

2,699

 

2,544

 

Cash and cash equivalents at the end of the year

 

7,630

 

2,699

 

 

Curtis Banks Group PLC

Notes to the Results

 

1             Corporate information

Curtis Banks Group PLC ("the Company") is a public limited company incorporated and domiciled in England and Wales, whose shares are publicly traded on the AIM market of the London Stock Exchange PLC.  The consolidated financial statements of Curtis Banks Group plc and its subsidiaries ("the Group") have been prepared on a historical cost basis and are presented in pounds sterling, with all values rounded to the nearest thousand pounds except when otherwise indicated. 

The principal activity of the Group is that of the provision of pension administration services principally for Self Invested Personal Pension schemes ("SIPPs") and Small Self-Administered Pension schemes ("SSASs").  The Group is staffed by experienced professionals who all have proven track records in this sector.

2             Profit for the year before taxation

Profit for the year before taxation is arrived at after:

 

 

                                        Year ended 31 December

 

 

 

 

 

2015

£'000

 

2014

£'000

 

 

 

 

 

 

 

Charging:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortisation of intangible assets

 

 

 

733

 

409

Depreciation of property, plant and equipment

 

 

 

267

 

178

Operating lease rentals for land and buildings

 

 

 

321

 

124

Other operating lease rentals

 

 

 

326

 

257

Auditors remuneration:

 

 

 

 

 

 

- audit of the annual accounts of the Group

 

 

 

55

 

28

- regulatory and tax audits

 

 

 

18

 

18

- corporation tax services

 

 

 

8

 

6

- professional fees in respect of listing

 

 

 

130

 

-

 

3             Non-recurring costs

Non-recurring costs include the following significant items:

 

 

                                        Year ended 31 December

 

 

 

 

 

2015

£'000

 

2014

£'000

 

 

 

 

 

 

 

IPO of the Group and listing on AIM

 

 

 

750

 

-

Set up costs associated with the take on of SIPPs under third party administration agreements

 

 

 

243

 

-

Bristol head office move

 

 

 

103

 

-

Exceptional legal fees

 

 

 

68

 

-

Redundancy & restructuring costs following acquisitions

 

 

30

 

106

 

 

 

 

 

 

 

 

 

 

 

1,194

 

106

IPO of the Group and listing on AIM

The Group listed on the Alternative Investment Market ("AIM") on 7 May 2015.  The initial public offering ("IPO") consisted of 3,947,369 new ordinary shares issued, and 7,273,681 existing shares offered.  All costs directly attributable to the issue of the new ordinary shares have been offset against share premium created in the year in accordance with IAS 32 Financial Instruments: Presentation.  All remaining costs attributable to the listing itself, and existing shares offered, have been recognised as non-recurring costs.

4            Taxation  

 

                                    Year ended 31 December

 

 

 

 

2015

£'000

 

2014

£'000

 

 

 

 

 

 

Domestic current period tax

 

 

 

 

 

UK Corporation tax

 

 

851

 

638

 

 

 

 

 

 

Deferred tax

 

 

 

 

 

Origination and reversal of temporary differences

 

 

132

 

27

 

 

 

983

 

665

 

 

 

 

 

 

 

 

 

 

 

 

Factors affecting the tax charge for the period

 

 

 

 

 

Profit before tax

 

 

5,104

 

3,104

 

 

 

 

 

 

Profit before tax multiplied by standard rate of UK Corporation tax of 20.25% (2014: 21.50%)

 

 

1,034

 

667

 

 

 

 

 

 

Effects of:

 

 

 

 

 

Non-deductible expenses

 

 

13

 

14

Depreciation

 

 

201

 

38

Capital allowances

 

 

(311)

 

(89)

Other tax adjustments 

 

 

(86)

 

8

 

 

 

(183)

 

 

 

 

 

 

 

Current tax charge

 

 

851

 

638

 

 

5               Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

Changes in income or expense that would result from the conversion of the dilutive potential ordinary shares are deemed to be trivial, and therefore no separate diluted net profit is presented.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

 

 

 

     2015

£'000

 

2014

£'000

Net profit and diluted net profit available to equity holders of the Group

 

 

3,072

 

2,380

 

 

 

 

 

 

Operating profit and diluted operating profit before non-recurring costs (note 2)and amortisation(note 6) available to equity holders of the Group

 

6,125

 

3,746

 

 

 

 

 

 

Weighted average number of ordinary shares:

 

 

Number

 

Number

 

 

 

 

 

 

Issued ordinary shares at start of period

 

 

200,000

 

200,000

Subdivision of shares by factor of 200

 

 

39,800,000

 

39,800,000

Effect of shares issued in current period

 

 

3,147,923

 

-

Basic weighted average number of shares

 

 

43,147,923

 

40,000,000

 

 

 

 

 

 

Effect of options exercisable at the reporting date

 

 

195,604

 

-

Effect of options not yet exercisable at the reporting date

 

 

806,009

 

249,616

Diluted weighted average number of shares

 

 

44,149,536

 

40,249,616

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Basic

 

 

7.12p

 

5.95p

Diluted

 

 

6.96p

 

5.91p

 

Earnings per share on operating profit before non-recurring costs and amortisation:

 

 

 

 

 

Basic

 

 

11.46p

 

7.35p

Diluted

 

 

11.20p

 

7.31p

 

The ordinary share capital of the Group was subdivided by a factor of 200 on 28 April 2015. The weighted average number of ordinary shares in issue has been restated for the year ended 31 December 2014 as if the subdivision of shares had existed at that date.

6               Intangible assets

 

 

Development Costs

£'000

 

Client Portfolios

£'000

 

Computer

Software

£'000

 

 

Total

£'000

Cost

 

 

 

 

 

 

 

 

At 1 January 2015

 

-

 

11,984

 

     123

 

12,107

 

Arising on acquisitions

 

-

 

2,609

 

-

 

2,609

 

Additions

 

151

 

48

 

69

 

268

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

 

151

 

    14,641

 

     192

 

14,984

 

 

 

 

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

 

 

 

At 1 January 2015

 

-

 

773

 

99

 

872

 

Charge for the year

 

-

 

         704

 

29

 

733

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2015

 

-

 

1,477

 

128

 

1,605

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

 

 

 

At 31 December 2014

 

-

 

    11,211

 

24

 

11,235

 

At 31 December 2015

 

151

 

    13,164

 

64

 

13,379

 

 

Development Costs

Development costs represent costs incurred for the development of new SIPP products, with a carrying value as at 31 December 2015 of £151,402.  No amortisation has been provided in the year to 31 December 2015 as products have yet to be released to the market.

Computer Software

Computer software represents a banking system to improve the efficiency of treasurer facilities within the Group and generate higher levels of interest, with a carrying value as at 31 December 2014 and 2015 of £24,050 and £63,978 respectively. This is being amortised over its useful economic life of four years on a straight line basis.

Client Portfolios

Client portfolios represent individual client portfolios acquired through business combinations.

The brought forward balance relates to the purchase of the trade and assets of Montpelier Pension Administration Services Limited on 13 May 2011, the full SIPP business of Alliance Trust Savings Limited on 18 January 2013, the full SIPP business and certain assets of Pointon York SIPP Solutions Limited on 31 October 2014, and the full SIPP business of Rathbones Pension & Advisory Services Limited on 31 December 2014. On 13 March 2015 a book of full SIPPs was acquired from Friends Life plc (now Aviva plc).

These acquisitions have been accounted for under the acquisition method of accounting. 

The directors have considered the carrying value of the client portfolios and have concluded that no impairment is required.  The client portfolios are being amortised over a period of 20 years and have an average remaining expected useful economic life as at 31 December 2015 of 18 years.

7               Property, plant and equipment

 

 

                 

Leasehold

Improvements

 

Computer equipment

 

Plant & equipment

 

 

Total

 

£'000

 

£'000

 

£'000

 

£'000

Cost

 

 

 

 

 

 

At 1 January 2015

54

 

948

 

94

1,096

Additions

-

 

1,048

 

44

1,092

 

 

 

 

 

 

 

At 31 December 2015

54

 

1,996

 

138

2,188

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

At 1 January 2015

1

 

349

 

52

402

Charge for the year

14

 

227

 

26

267

 

 

 

 

 

 

 

At 31 December 2015

15

 

576

 

78

669

 

 

 

 

 

 

 

Carrying value

 

 

 

 

 

 

At 31 December 2014

53

 

599

 

42

694

At 31 December 2015

39

 

1,420

 

60

1,519

 

Included in the carrying values above are assets held under finance leases and hire purchase contracts for £29,645 (2014: £58,139).  Depreciation has been charged in relation to these assets of £28,494 (2014: £28,494).

Computer equipment includes costs for a software package for SIPP administration, with a carrying value of £847,218 (2014: £224,387). As at 31 December 2015 this was still under construction and therefore is not yet being depreciated.

8             Cash and cash equivalents

As at 31 December 2015 and 2014 cash and cash equivalents were as follows:

 

 

 

 

 

As at 31 December

 

 

 

 

 

2015

£'000

 

2014

£'000

 

 

 

 

 

 

 

 

Cash at bank and in hand

 

 

 

 

7,630

 

2,699

 

All cash at bank is held on overnight deposit.

9             Dividends

 

 

Year to 31 December

 

 

 

 

2015

 

2014

 

 

 

 

£'000

 

£'000

 

 

 

 

 

 

 

Ordinary interim declared and paid

 

 

 

500

 

-

 

 

 

 

500

 

-

 

The ordinary share dividend declared and paid in the year equated to 1.25p per ordinary share held after taking into account the sub division of the nominal value of the ordinary shares in the Group by a factor of 200 on 28 April 2015.

During the year ended 31 December 2015, £20,905 worth of preference share dividends were paid in relation to non-controlling interests.

During the year ended 31 December 2014, £42,000 worth of preference share dividends were paid in relation to non-controlling interests. A further £14,000 worth of preference share dividends were proposed and remain unpaid at that date.

 

10           Post balance sheet events

On 14 January 2016 the Group announced that it had entered into an agreement to acquire Suffolk Life Group Limited  and its subsidiaries from Legal & General Retail Investments (Holdings)  Limited  for consideration of £45 million (the "Acquisition").

The Acquisition has been funded by the combination of a placing of new ordinary shares of 0.5p each in the Company and a new debt and revolving credit facility that will be drawn down at completion of the transaction.

The placing of the new shares completed on 20 January 2016 and £27 million gross of new equity was raised at a price of £3.20 a share. The Group has entered into a debt and revolving credit facilities with its existing lenders for £20 million. These facilities have full credit approval of the lender.

The Acquisition is subject to regulatory approval by the Financial Conduct Authority and the Prudential Regulation Authorit

 


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