Interim Results

Numis Corporation PLC 07 May 2008 EMBARGOED FOR RELEASE 7:00 am Wednesday 7 May 2008 Numis Corporation Plc Interim Results for the six months ended 31 March 2008 Numis Corporation Plc ('Numis') today announces interim results for the six months ended 31 March 2008. Numis is the holding company of Numis Securities Limited, the independent investment banking and broking business. Financial Highlights and comparison with the same period last year • Profit before tax £16.1m (2007: £18.1m) • Profit after tax £14.8m (2007: £12.5m) • Earnings per share 15.0p (2007: 12.4p) • Interim dividend of 2.50p (2007: 2.00p) • Total pro-forma revenue £40.2m (2007: £40.1m, see note 2) Operational Highlights • Voted Leading Brokerage Firm for UK Small Caps in The Thomson Extel 2007 survey (UK companies less than £1bn market cap) • Institutional commission continues to grow • Corporate client base increased to 112 (September 2007: 109) • Funds raised during the period total £456m (2007: £383m) • Rapidly increasing contribution from our New York office • Strong balance sheet with net assets of £117.9m (September 2007: £109.0m) Commenting on the results, Oliver Hemsley, Chief Executive, said: 'Despite the extremely challenging market conditions we remain profitable and continue to maintain a strong balance sheet. We are determined and committed to growing the business in a counter-cyclical fashion and intend to exploit the volatility in the market to attract clients and staff to Numis in order to create long-term value for our shareholders'. Contacts: Oliver Hemsley, Chief Executive 020 7260 1256 Bill Trent, CFO 020 7260 1333 Brunswick: Gill Ackers 020 7936 5382 Carole Cable 020 7396 7458 PricewaterhouseCoopers LLP (Nominated Adviser): Simon Boadle 020 7583 5000 Jon Raggett 020 7583 5000 CHIEF EXECUTIVE'S STATEMENT Despite extremely difficult and challenging market conditions we are pleased to report that a creditable performance has delivered another profitable period for Numis. For the six months ended 31 March 2008 total pro-forma revenue was £40.2m (2007: £40.1m, see note 2) and profit before tax for the period was £16.1m (2007: £18.1m). Profit after tax for the period rose to £14.8m (2007: £12.5m) and earnings per share rose strongly to 15.0p (2007: 12.4p) while net assets increased to £117.9m (September 2007: £109.0m). Cash balances total £67.7m (September 2007: £78.4m). There can be no doubt that the deterioration in capital markets activity presents a challenging business environment. However, our secondary market trading business continues to generate sustained levels of income, both in the UK and US. Numis also continues to make good progress in building its business and, whist maintaining an appropriate level of cost control, we have been successful in recruiting some first class people. We are particularly pleased to note the arrival of the first few members of our new Investment Trust team and look forward to the development of a thriving new business in this sector. Our overarching objective of becoming recognised as one of the leading investment banking and broking businesses serving institutional investors and companies listed in the UK is well founded and borne out by the recognition received in the 2007 Thomson Extel survey where we were voted Leading Brokerage Firm for UK Stocks of less than £1bn market capitalisation. We are also maintaining our progress in larger stocks and now have 8 FTSE 250 corporate clients, as well as having grown significant secondary market share in many other FTSE 250 companies where we are not broker. Our track record in investing in good quality opportunities continues to generate value for shareholders. During the period we have crystallised a significant profit through the IPO of Abbey Protection which generated a net gain of £8.2m after adjusting for the impact of incentive payments. Numis' focus on balance sheet strength and risk management allows us to provide an excellent service to institutional and corporate clients during these volatile market conditions. Whilst we have avoided any exposure to the sub-prime or structured credit market, we are not immune from the challenging stock market conditions, but we are well positioned and remain committed to building the business during the downturn. Corporate Broking and Advisory The first six months of this financial year have clearly been affected by subdued equity capital raising activity. Total equity money raised on the LSE main and junior markets combined is 56% lower than the same period last year whereas our clients raised a total of £456m (2007: £383m) through 14 transactions (2007: 20) and it is pleasing to note that approximately 87% (2007: 50%) of these funds were raised on behalf of existing clients, reflecting the success of our corporate clientele, the quality of our service and the strength of our relationships with them. During this period our deal related fees and commissions have fallen by 33%, reflecting the significantly greater proportion of activity undertaken for existing clients and the lower commissions available on secondary issues. Although we are disappointed by the decline in placing commissions, Numis' ability to source mandates for private placements as well as for primary and secondary market offerings has made a real difference to our performance. The number of corporate clients for whom we act has risen over the year to 112 (March 2007: 104). Research, Sales and Trading Our research and execution services are recognised as being exceptional. In the 2007 Thomson Extel survey, Numis was rated as the top broker overall for stocks of less than £1bn market capitalisation. Our research teams were placed 1st in 5 out of 14 research sectors, were ranked in the top 3 in 10 sectors and were ranked 1st overall. Our highly rated independent analysts produce research for over 330 companies and we have a recognised capability in 13 sectors, including aerospace & defence, building & property, engineering, fast moving consumer goods, media, metals & mining, new energy & emissions, non-life insurance, retail, speciality financials and support services, technology and travel & leisure. Our execution services continue to make a major contribution to the development of our reputation and the sustained performance of our institutional commissions. Our execution business continues to be focused on client facilitation, rather than generating proprietary trading profits and was rewarded with a 1st place in the 2007 Thomson Extel survey for the second year running. Having developed algorithmic and other electronic trading capabilities during the course of last year we continue to invest in our execution business, in particular access to markets providing significant liquidity other than the LSE. Sales & Trading is a competitive area with pressure on commission levels for trades in liquid stocks from electronic trading. We continue to exploit the market for independent and well researched ideas, combined with high quality worked execution, and our electronic trading platform to help to improve performance for our 450+ institutional investor clients across the UK, Europe and the USA. Our New York office continues to grow its business and has delivered a significant contribution to our institutional commissions. Investment Business Our ability to identify and invest in exceptional growth-equity opportunities as a natural extension of our core business now provides a growing revenue stream and generates value for our shareholders. During the period we have recorded a significant profit through the IPO of Abbey Protection which generated a net gain of £8.2m after an adjustment to reflect the related impact of incentive payments. In addition we used the strength of our balance sheet to increase our stake in Paternoster, the insurance company set up by Numis and Mark Wood to purchase closed final salary pension schemes. We have also made an investment in Randall & Quilter, the non-life run off insurance provider. We are also particularly excited by our joint venture in fund management with YouGov Plc and FOUR Capital Partners Ltd as we believe that this distinctive approach will provide attractive investment opportunities to a broad range of investors. Dividend and Scrip Alternative As part of the continuing rebalancing of our dividend, the Board has approved an interim dividend of 2.50p per share (2007: 2.00p). The dividend will be payable on 2 July 2008 to all shareholders on the register at 16 May 2008. Shareholders will be offered the option to receive shares instead of a cash dividend, the details of which will be explained in a circular to accompany our interim report. Outlook Numis has a strong balance sheet, an enviable track record, committed staff (almost 53% of shares are employee owned) and a hunger to build the business and perform in both favourable and unfavourable market conditions. Although we are not immune to a downturn, the deteriorating economic outlook in the UK provides an excellent opportunity to advance our business. During the previous market downturn earlier this decade, Numis grew counter-cyclically, increasing both the number of corporate clients and staff. We will endeavour to use the strength of our balance sheet and reputation to expand the business as others retrench. Oliver Hemsley Chief Executive 6 May 2008 Consolidated Income Statement UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 2008 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited Continuing operations Notes £'000 £'000 £'000 ------------------------ ----- ----------- ---------- ----------- Revenue 3 26,862 37,526 85,694 Other operating income 743 1,867 1,898 ------------------------ ------ ----------- ---------- ----------- Total revenue 27,605 39,393 87,592 Administrative expenses 4 (26,568) (23,759) (54,097) ------------------------ ------ ----------- ---------- ----------- Operating profit 1,037 15,634 33,495 Analysed as: Operating profit before exceptional non-recurring items 1,037 17,830 35,691 Exceptional non-recurring items 5 - (2,196) (2,196) ------------------------ ------ ----------- ---------- ----------- Operating profit 1,037 15,634 33,495 Share of results of associate 803 696 1,469 Profit on disposal of associate 6 11,745 - - Finance income 2,559 1,942 4,121 Finance costs (51) (204) (285) ------------------------ ------ ----------- ---------- ----------- Profit before tax 16,093 18,068 38,800 Taxation (1,289) (5,558) (11,169) ------------------------ ------ ----------- ---------- ----------- Profit after tax 14,804 12,510 27,631 ------------------------ ------ ----------- ---------- ----------- Attributable to: Equity holders of the parent 14,804 12,510 27,631 ------------------------ ------ ----------- ---------- ----------- Earnings per share 7 Basic 15.0p 12.4p 27.5p Diluted 14.7p 12.1p 26.8p Memo - dividends paid 8 (5,137) (3,842) (5,876) ------------------------ ------ ----------- ---------- ----------- Consolidated Balance Sheet UNAUDITED AS AT 31 MARCH 2008 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited Notes £'000 £'000 £'000 ------------------------ ----- ----------- ---------- ----------- Non-current assets Property, plant and equipment 3,029 2,455 3,238 Intangible assets 326 466 382 Associate - 2,905 3,063 Derivative financial instruments 2,011 1,606 1,071 Deferred tax 9a 1,348 3,340 1,840 ------------------------- ------ ---------- ---------- ----------- 6,714 10,772 9,594 Current assets Trade and other receivables 9b 97,848 134,763 155,355 Trading investments 9c 46,866 38,075 38,106 Stock borrowing collateral 9d 5,865 27,574 8,605 Derivative financial instruments 6,144 2,765 4,000 Cash and cash equivalents 67,708 65,807 78,397 ------------------------- ------ ---------- ---------- ----------- 224,431 268,984 284,463 Current liabilities Trade and other payables 9b (104,884) (155,725) (169,089) Financial liabilities (4,205) (7,821) (8,237) Provisions (1,589) - (2,377) Current income tax (1,448) (5,460) (3,391) ------------------------- ------ ---------- ---------- ----------- (112,126) (169,006) (183,094) Net current assets 112,305 99,978 101,369 ------------------------- ------ ---------- ---------- ----------- Non-current liabilities Provisions (1,080) (4,471) (1,927) ------------------------- ------ ---------- ---------- ----------- Net assets 117,939 106,279 109,036 ------------------------- ------ ---------- ---------- ----------- Equity Share capital 5,368 5,313 5,324 Share premium account 24,365 21,690 22,376 Capital reserve 315 157 294 Retained profits 87,891 79,119 81,042 ------------------------- ------ ---------- ---------- ----------- Equity attributable to equity holders of the parent 117,939 106,279 109,036 ------------------------- ------ ---------- ---------- ----------- Consolidated Statement of Changes in Equity UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 2008 Share Share Capital Retained Total capital premium reserve profits £'000 £'000 £'000 £'000 £'000 -------------------- -------- -------- -------- -------- -------- Attributable to equity holders of 5,295 20,727 68 67,481 93,571 the parent at 1 October 2006 New shares 18 963 - - 981 Profit after tax 12,510 12,510 Dividends paid (3,842) (3,842) Items related to share based payments 336 336 Exchange differences on translation 89 - 89 of foreign operations Movement in respect of employee 2,634 2,634 share plans -------- -------- -------- -------- -------- -------------------- Attributable to equity holders of 5,313 21,690 157 79,119 106,279 the parent at 31 March 2007 -------- -------- -------- -------- -------- -------------------- Attributable to equity holders of 5,295 20,727 68 67,481 93,571 the parent at 1 October 2006 New shares 29 1,649 - - 1,678 Profit after tax 27,631 27,631 Dividends paid (5,876) (5,876) Items related to share based payments 100 100 Exchange differences on translation 125 - 125 of foreign operations Movement in respect of employee 101 (8,118) (8,017) share plans Other (176) (176) -------------------- -------- -------- -------- -------- -------- Attributable to equity holders of 5,324 22,376 294 81,042 109,036 the parent at 30 September -------- -------- -------- -------- -------- 2007 -------------------- Attributable to equity holders of 5,324 22,376 294 81,042 109,036 the parent at 1 October 2007 New shares 44 1,989 - - 2,033 Profit after tax 14,804 14,804 Dividends paid (5,137) (5,137) Items related to share based payments (633) (633) Exchange differences on translation (28) - (28) of foreign operations Movement in respect of employee 49 (2,185) (2,136) share plans -------- -------- -------- -------- -------- -------------------- Attributable to equity holders of 5,368 24,365 315 87,891 117,939 the parent at 31 March 2008 -------- -------- -------- -------- -------- -------------------- Consolidated Cash Flow Statement UNAUDITED FOR THE 6 MONTHS ENDED 31 MARCH 2008 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited Notes £'000 £'000 £'000 ------------------------ ------ ----------- ---------- ----------- Cash flows from operating activities 10 (10,531) (4,465) 26,024 Interest paid (51) (2) (285) Taxation paid (3,374) (2,209) (9,140) ------------------------ ------ ----------- ---------- ----------- Net cash (used in) / from operating activities (13,956) (6,676) 16,599 Investing activities Purchase of property, plant and equipment (180) (1,976) (3,097) Purchase of intangible assets (69) (56) (197) Interest received 2,242 1,942 4,121 Proceeds from disposal of associate 7,170 - - Dividends received from associate 1,235 - 615 ------------------------ ------ ----------- ---------- ----------- Net cash from / (used in) investing activities 10,398 (90) 1,442 Financing activities Movement in respect the Employee Benefit Trust* (4,028) 535 (10,345) Dividends paid (3,103) (2,861) (4,198) ------------------------ ------ ----------- ---------- ----------- Net cash used in financing (7,131) (2,326) (14,543) ------------------------ ------ ----------- ---------- ----------- Net movement in cash and cash equivalents (10,689) (9,092) 3,498 ------------------------ ------ ----------- ---------- ----------- Opening cash and cash equivalents 78,397 74,899 74,899 Net movement in cash and cash equivalents (10,689) (9,092) 3,498 ------------------------ ------ ----------- ---------- ----------- Closing cash and cash equivalents 67,708 65,807 78,397 ------------------------ ------ ----------- ---------- ----------- * In the six months to 31 March 2008 the Group effected purchases through the Employee Benefit Trust of £4,283,000 and collected receipts from employees of £240,000 in relation to future prospective Employee Benefit Trust purchases. The total cash distribution to equity holders of the parent in the six month period ending 31 March 2008 was £9,420,000, being the dividend paid during the period plus the above purchase of shares through the Employee Benefit Trust. Notes to the Financial Statements 1. Basis of preparation The consolidated financial information contained within these financial statements is unaudited and does not constitute statutory accounts within the meaning of Section 240 on the Companies Act 1985. The statutory accounts for the year ended 30 September 2007, which were prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union ('IFRS'), and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS, have been delivered to the Registrar of Companies and included the report of the auditors which was unqualified. The preparation of the interim financial statements 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. The significant judgements and estimates applied by the Group in these interim financial statements have been applied on a consistent basis with the statutory accounts for the year ended 30 September 2007. 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. The accounting policies applied in these interim financial statements are the same as those published in the Group's statutory accounts for the year ended 30 September 2007 with the addition of the following new standards: IFRS 7 'Financial Instruments : Disclosures' has been adopted by the Group, however as these interim financial statements contain only condensed financial statements full IFRS 7 disclosures are not required. The relevant IFRS 7 disclosures will be given in the Group's statutory accounts for the year ended 30 September 2008. 2. Additional segmental analysis The analysis below sets out the revenue performance and net asset split between our core investment banking & broking business and our investing activities in accordance with the way in which these activities are reported internally to management. 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- --------- --------- --------- Net institutional revenues 13,222 18,339 32,790 Total corporate transaction revenues 11,607 17,220 49,074 Corporate retainers 2,033 1,967 3,830 --------------------------- --------- --------- --------- Revenue from Investment Banking & Broking (see note 3) 26,862 37,526 85,694 Investment income 743 1,867 1,898 Share of associate 803 696 1,469 Profit on disposal of associate 11,745 - - ------------------ --------- --------- --------- Contribution from Investing Activities 13,291 2,563 3,367 ------------------ --------- --------- --------- Total pro-forma revenue 40,153 40,089 89,061 ---------------- --------- --------- --------- Net Assets Investing Activities 36,637 23,619 23,801 Investment Banking & Broking 13,594 16,853 6,838 Cash 67,708 65,807 78,397 ------------- --------- --------- --------- Total net assets 117,939 106,279 109,036 ------------- --------- --------- --------- 3. Revenue 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ----------- ----------- ----------- Net trading gains/(losses) (960) 5,294 5,145 Institutional commissions 14,182 13,045 27,645 Corporate retainers 2,033 1,967 3,830 Deal fees 2,910 7,049 15,461 Placing commissions 8,697 10,171 33,613 --------------------------- ----------- ----------- ----------- 26,862 37,526 85,694 --------------------------- ----------- ----------- ----------- 4. Administrative expenses 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ----------- ----------- ----------- Staff costs (excluding incentive payments) 10,231 9,352 19,660 Non-staff costs 9,683 8,388 20,292 Incentive payments 6,654 6,019 14,145 --------------------------- ----------- ----------- ----------- 26,568 23,759 54,097 --------------------------- ----------- ----------- ----------- In the 6 months ended 31 March 2007, bonuses were accrued at the rate of 30% of profits before bonus, investment income and tax. In the 6 months ended 31 March 2008 they have been accrued at 30% of profits before bonus and tax to reflect the development of investing activities as a separate line of business and Numis' revised bonus policy. 5. Exceptional non-recurring items 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ----------- ----------- ----------- Non-recurring property costs - (2,196) (2,196) Non-recurring property costs comprise costs associated with the exit from our previous principal office at 138 Cheapside, London EC2 in March 2007 and are included within administrative expenses on the face of the consolidated income statement. 6. Profit on disposal of associate 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ----------- ----------- ----------- Gain on disposal of associate 11,781 - - Disposal expenses (comprising charges) (36) - - --------------------------- ----------- ----------- ----------- 11,745 - - --------------------------- ----------- ----------- ----------- The profit on disposal of associate relates to the reduction of the Group's holding in Abbey Protection Group Limited from 29.41% to 13.10% following the IPO of Abbey Protection Group Limited on 29 November 2007. Gains and losses arising on the reduced holding subsequent to the IPO are included within other operating income on the face of the consolidated income statement. The gain on disposal is exempt from tax under substantial shareholdings relief. 7. Earnings per share Basic earnings per share is calculated on profit after tax of £14,804,000 (2007: £12,510,000) and 98,794,084 (2007: 100,517,561) ordinary shares being the weighted average number of ordinary shares in issue during the period. Diluted earnings per share assumes that options outstanding at the end of the financial period were exercised at the beginning of the period for options where the exercise price was less than the average price of the shares during the period. 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ----------- ----------- ----------- Weighted average number of ordinary shares in issue during the period - basic 98,794 100,518 100,390 Effect of options over ordinary shares 1,854 3,091 2,713 --------------------------- ----------- ----------- ----------- Diluted number of ordinary shares 100,648 103,609 103,103 --------------------------- ----------- ----------- ----------- 8. Dividends 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ---------- ----------- ------------ Final dividend year ended 30 September 2006 (3.75p) 3,842 3,842 Interim dividend year ended 30 September 2007 (2.00p) 2,034 Final dividend year ended 30 September 2007 (5.00p) 5,137 --------------------------- ---------- ----------- ------------ Distribution to equity holders of the parent 5,137 3,842 5,876 --------------------------- ---------- ----------- ------------ The board declares the payment of an interim dividend of 2.50p per share, £2,482,000 (2007: 2.00p per share). The dividend will be payable on 2 July 2008 to all shareholders on the register on 16 May 2008. These financial statements do not reflect this dividend payable. 9. Balance sheet items (a) Deferred tax Deferred tax is provided in full on all taxable and deductible temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. During the period a reduction of £567,000 in the deferred tax asset balance recognised at 30 September 2007 has arisen in respect of the tax impact of future potential gains on outstanding unexercised options granted to directors and employees to acquire ordinary shares in Numis Corporation plc. (b) Trade and other receivables and Trade and other payables Trade and other receivables and Trade and other payables principally comprise amounts due from and due to clients, brokers and other counterparties. Such amounts represent unsettled sold and unsettled purchased securities transactions and are stated gross. (c) Trading investments In the six months to 31 March 2008 the Group acquired 4,000,000 shares in Randall & Quilter, an AIM listed company, at the listing price of £1.25 per share. In addition, the reduction of the Group's holding in Abbey Protection Group Limited from 29.41% to 13.10% following the IPO of Abbey Protection Group Limited on 29 November 2007 resulted in a residual holding of 13,101,834 shares at that time at the listing price of 55p which are included within trading investments. (d) Stock borrowing collateral The Group enters stock borrowing arrangements with certain institutions which are entered into on a collateralised basis with securities or cash advanced or received as collateral. Under such arrangements a security is purchased with a commitment to return it at a future date at an agreed price. The securities purchased are not recognised on the balance sheet and the transaction is treated as a secured loan made for the purchase price. Where cash has been used to effect the purchase, the purchase is recorded as stock borrowing collateral on the balance sheet. The balance as at 31 March 2007 includes £19,631,000 related to a specific individual transaction entered into on 28 March 2007 and settled in full on 2 April 2007 at which time the level of collateral reduced to £8,025,000. 10. Reconciliation of operating profit to net cash inflow from operating activities 6 months ended 6 months ended Year ended 31 March 2008 31 March 2007 30 September 2007 Unaudited Unaudited Audited £'000 £'000 £'000 --------------------------- ---------- ----------- ------------ Operating profit 1,037 15,634 33,495 Impairment of property, plant and equipment - 511 553 Depreciation charge on property, plant and equipment 389 297 681 Amortisation of intangible assets 125 105 229 Share based payments (1,635) 1,264 1,097 (Increase)/decrease in current asset trading investments (1,554) (11,482) (13,910) Decrease/(increase) in trade and other receivables 59,118 15,202 (4,584) Decrease/(increase) in collateral 2,740 (19,515) (546) (Decrease)/increase in trade and other payables and provisions (68,237) (4,782) 11,395 (Increase) in derivatives (3,084) (1,699) (2,399) Other non-cash movements 570 - 13 --------------------------- ----------- ----------- ------------ Net cash from operating activities (10,531) (4,465) 26,024 --------------------------- ----------- ----------- ------------ For the 6 months ended 31 March 2008 the movement in trade and other receivables and trade and other payables and provisions is principally due to movements in amounts due from and due to clients, brokers and other counterparties. 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