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Fiske PLC (FKE)

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Wednesday 21 August, 2019

Fiske PLC

Final Results

RNS Number : 8146J
Fiske PLC
21 August 2019
 

21 August 2019

 

FISKE PLC

("Fiske" or the "Company" or the "Group")

 

Final Results

 

 

Fiske (AIM:FKE) is pleased to announce its final audited financial results for the year ended 31 May 2019.

 

Copies of the 2019 Annual Report and Accounts, including the Notice of AGM and Proxy Voting form will be posted to shareholders shortly.

 

In accordance with rule 26 of the AIM Rules for Companies, this information is also available under the Investor Relations section of the Company's website, http://www.fiskeplc.com.

 

The Annual General Meeting of the Company will be held at Salisbury House, London Wall, London EC2M 5QS on 3 October 2019 at 12.30 pm.

 

 

 

Contact:

Fiske PLC 

James Harrison (CEO)

Gerard Luchini (Company Secretary )

 

 

Tel: +44 (0) 20 8448 4700

 

Grant Thornton UK LLP (Nominated Adviser)

Samantha Harrison / Harrison Clarke

Tel: +44 (0) 20 7383 5100

 

 

 



 

Abridged Chairman's Statement

 

Trading

Full year revenues were £4.28m (2018: £4.38m) which is slightly below the prior year.

 

After a very difficult first half, commission revenues picked up in the second half of the year.  Overall, commission income was only 15% lower, at £2.08m for the year, as markets recovered quickly in January from the weakness that prevailed in the fourth quarter of 2018.  The prevailing sentiment in markets improved generally in the first quarter of 2019 which was beneficial to client portfolio valuations and general trading activity.

Meanwhile, investment management fees rose 21% over the year to £2.21m (2018: £1.83m).  This improvement is in part due to consolidating a full year of fee income from Fieldings but also a continuation in the general trend within the business to migrate clients to our discretionary and advisory managed fee based services.

As a result of the softer commissions and stronger management fee revenues the balance has swung in favour of management fees for the first time.  Management fees represented 52% of commission and fee revenues with commissions representing 48%.

 

Asset Management

In May 2019 our unit trust, Ocean UK Equity, passed its first anniversary.  We are pleased to report a successful first year with the fund in the top quartile in each of the last three, six and twelve month periods.  It was also ahead of its benchmark the CBOE UK All Companies Total Return Index over the period.  As at the end of June 2019 the fund was valued at £5.8m.

 

Investment Managers

Towards the end of the year we welcomed two new investment managers to the firm.  We believe that with our traditional values, modern systems and up to date regulatory framework we provide an attractive place to work for aspiring, independently minded private client investment managers.

 

Costs & Outturn

Operating expenses have risen by £1.02m to £5.04m in the year to 31 May 2019 (2018: £4.02m) an increase of 25.3%.

Part of this increase in expenses is a result of charging non-recurring items amounting to £335k which includes £217k for deferred consideration bonuses payable as part of the Fieldings acquisition.  In addition it continues to be our policy to amortise the value of the client relationships acquired with the Fieldings business, resulting in a further charge of £131k. These items total £466k.

Apart from these items, costs have increased due to compliance with various regulatory requirements and investment in strengthening our systems and controls.

After reporting a pre-tax loss of £492k in H1, we have incurred a much reduced loss of £150k in the second half to result in a full year loss of £642k.  This overall result was exacerbated by our being without the usual dividend (of some £100k) from Euroclear due to timing changes as elaborated below.

 

Euroclear

Euroclear completed a re-domiciliation exercise in 2018/19 moving its headquarters from Switzerland to Belgium.  This benefits the majority of shareholders such as Fiske plc as now our holding will qualify as a strategic asset under Belgian asset holding regulations and thus dividends paid will not be subject to withholding tax.  However due to the particular timing of the re-domiciliation Euroclear have not paid a dividend during our year to 31 May 2019 (2018: £103k).

In January 2019 the London Stock Exchange Group made a strategic acquisition of some 4.9% of Euroclear at a price of €1,798 per share.  In light of this purchase and the appointment of Goldman Sachs earlier this year to review how to improve the liquidity of shares in Euroclear we arrived at a fair value of our holding as €1,798 per share.  This has resulted in our carrying value rising by 132% to €6.51m which is £5.81m at the prevailing exchange rate of £1: €1.12.

 

Net assets

Shareholder's funds have increased by 38% in the year to £7.6m reflecting the increase in the fair value of our holding in Euroclear.  Within this we continue to hold some £2.1m of cash.

 

Strategy

Following the successful acquisition of Fieldings and the addition of a growing number of new investment managers we continue to implement our ongoing strategy to welcome new investment managers with established client relationships to increase our assets under management and advice.  In addition we are actively migrating our customers to fee focussed rather than commission based relationships.

 

Dividend

The Board has resolved not to pay a dividend for the year to 31 May 2019 (2018: £nil).

 

Regulation

As referred to in the interim statement, significant time and effort has been and continues to be devoted across the company to compliance with new regulations.  This has focussed in particular on the costs and charges element of the Markets in Financial Instruments Directive II ('MiFID II').  We continue to upgrade our systems and invest time in training our staff members.  These software and training related costs, which have been absorbed by the business are a recurring feature.  In the new financial year we will be implementing the new Senior Managers & Certification Regime.

 

Staff

In the last four years we have successfully migrated the business onto a new integrated front & back office software system, acquired and integrated the Fieldings business, brought new investment managers and their clients onto our platform and managed the implementation of a constant flow of regulatory changes.  In this light I would like to extend my thanks to all my fellow Directors, Investment Managers, Associates and members of the operations team for their hard work and commitment to the future success of the Company.

 

Markets

In the long bull-run that markets are enjoying the unusual feature of this year is that bonds as well as equities are reaching new highs.  A more common feature is this is all happening at a time of market complacency towards the disturbing features in the worldwide macro-economic landscape.  The realignment of the US/China trade relations, well overdue but never confronted until now, is the most prominent feature.

Though perhaps even more serious a problem in the background is the astonishing levels of debt that have been built up and continue to increase at both the corporate level and the emerging market government level.  The EU is bordering on recession, the UK has Brexit to contend with, whilst the US is experiencing the end of the stimulus of the major corporate tax reductions that the Trump administration introduced.  Added to which most emerging markets have borrowed in dollars and are now facing the problems of a currency mismatch.

All the signs suggest we are in the last stages of one of the greatest bull markets in modern times.  Whilst we should of course be concerned we must also remember that often the final phase of the bull market gives investors their best gains.  It is expensive and painful to miss out on the final exuberance of a bull market.  To add to concerns, one of the best signs that we may be in the final phase is the recent resurgence in the gold price.  This traditional safe haven usually comes to life when problems are serious.  It has now reached a six-year high and shows signs of gathering momentum.

For investors the danger month is traditionally October.  Last year we had a rehearsal, maybe this year we will have the real thing.  Long-term investors should take advantage of the liquidity-driven surges in asset prices to bolster holdings in investments that are less correlated to equity markets.  In particular cash positions not only reduce overall risk but provide dry powder with which to take advantage of dislocations that tend to damage markets in an indiscriminate fashion.

Outlook

The new financial year has begun with business levels in line with the more positive second half of the year just reported.  Your board is striving for a very much more positive outturn in the current year.

 

Clive Harrison

Chairman

20 August 2019


Consolidated Statement of Total Comprehensive Income

For the year ended 31 May 2019


Notes

2019

2018


 

   £'000

   £'000

Continuing Operations

 



Fee and commission income

 

4,289

4,283

Other (loss) /  income

 

(1)

80

(Loss) / Profit on investments sold

 

(1)

18

 

 



Total Revenue

2

4,287

4,381

 

 



Operating expenses

 

(5,037)

(4,020)

 

 



Operating (loss) / profit

 

(750)

361

 

 



Investment revenue

 

-

103

Finance income

 

108

-

Finance costs

 

-

-


 



(Loss) / Profit on ordinary activities before taxation

 

(642)

464

Taxation

3

-

(4)

(Loss) / Profit on ordinary activities after taxation

 

(642)

460

Other comprehensive income

 



Items that may subsequently be reclassified to profit or loss

 



Movement in unrealised appreciation of investments

 

3,289

26

Deferred tax on movement in unrealised appreciation of investments

 

(583)

12

Net other comprehensive income

 

2,706

38

Total comprehensive income attributable to equity shareholders

 

2,064

498

(Loss) / Earnings per ordinary share

 



Basic

4

(5.5p)

4.2p

Diluted

4

(5.5p)

4.2p


 



 

All results are from continuing operations.



Consolidated Statement of Financial Position

31 May 2019

 


Notes

2019

2018


 

   £'000

   £'000


 



Non-current Assets

 



Intangible assets

5

1,445

1,576

Other intangible assets

6

97

130

Property, plant and equipment

7

30

35

Fair Value Through Other Comprehensive Income ('FVTOCI')

8

5,759

2,470

Total non-current assets

 

7,331

4,211

 

 



Current Assets

 



Trade and other receivables

9

2,545

4,087

Cash and cash equivalents

 

2,073

2,453

Total current assets

 

4,618

6,540

Current liabilities

 



Trade and other payables

10

3,504

4,965

Current tax liabilities

 

-

36

Total current liabilities

 

3,504

5,001

Net current assets

 

1,114

1,539


 



Non-current liabilities

 



Deferred tax liabilities

11

797

214

Total non-current liabilities

 

797

214


 



Net Assets

 

7,648

5,536

 

 

 

 



EQUITY

 



Share capital

12

2,904

2,890

Share premium

 

2,029

1,997

Revaluation reserve

 

4,203

1,497

Retained losses

 

(1,488)

(848)

Shareholders' equity

 

7,648

5,536


 



These financial statements were approved by the Board of Directors and authorised for issue on 20 August 2019.

Signed on behalf of the Board of Directors

 

J P Q Harrison

Chief Executive Officer

 

 

Group Company Statement of Changes in Equity

For the year ended 31 May 2019

Group

Share

capital

Share premium

Revaluation reserve

Retained losses

Total


£'000

£'000

£'000

£'000

£'000

Balance at 1 June 2017

2,115

1,222

1,459

(1,309)

3,487

Profit for the financial year

-

-

-

460

460

Revaluation of available-for-sale investments

-

-

26

-

26

Deferred tax on revaluation of available-for-sale investments

-

-

12

-

12

Total comprehensive income for the year

-

-

38

460

498

Share based payment transactions

-

-

-

1

1

Issue of ordinary share capital

775

775

-

-

1,550

Balance at 1 June 2018

2,890

1,997

1,497

(848)

5,536

Loss for the financial year

-

-

-

(642)

(642)

Movement in unrealised appreciation of investments

-

-

3,289

-

3,289

Deferred tax on movement in unrealised appreciation of investments

-

-

(583)

-

(583)

Total comprehensive income / (expense) for the year

-

-

2,706

(642)

2,064

Share based payment transactions

-

-

-

2

2

Issue of ordinary share capital

14

32

-

-

46

Total transactions with owners, recognised directly in equity

14

32

-

2

48

Balance at 31 May 2019

2,904

2,029

4,203

(1,488)

7,648

Group Company Statement of Cash Flows

For the year ended 31 May 2019 

 


2019

2018


Group

Group


   £'000

Operating (loss) / profit

(750)

361

Profit on disposal of available-for-sale investments

-

-

Amortisation of intangibles

33

26

Depreciation of property, plant and equipment

22

20

Amortisation of intangible asset - customer relationships

131

131

Expenses settled by the issue of shares

2

-

Decrease in investments held for trading

-

19

Decrease / (increase) in receivables

1,354

(1,397)

(Decrease) / increase in payables

(1,273)

730

Cash used in operations

(481)

(110)

Tax (paid)

(36)

(38)

Net cash used in operating activities

(517)

(148)

 



Investing activities



Interest received

108

-

Investment income received

-

103

Payment to acquire subsidiary undertaking

-

(2,092)

Dividend paid to parent company as part of acquisition

-

-

Purchases of property, plant and equipment

(17)

(45)

Purchases of other intangible assets

-

(12)

Cash acquired with subsidiary undertaking

-

2,320

Cash received on share buy-back by subsidiary

-

-

Net cash generated / (used) from investing activities

91

274

 



Financing activities



Proceeds from issue of ordinary share capital

46

1,292

Dividends paid

-

-

Net cash generated from financing activities

46

1,292

 



Net (decrease) / increase in cash and cash equivalents

(380)

1,418

Cash and cash equivalents at beginning of year

2,453

1,035

Cash and cash equivalents at end of year

2,073

2,453

 



1             


Notes to the Accounts

For the year ended 31 May 2019

 

1              Basis of preparation

These financial statements have been prepared in accordance with the requirements of IFRS implemented by the Group for the year ended 31 May 2019 as adopted by the European Union and International Financial Reporting Interpretations Committee and with the Companies Act 2006. The Group financial statements have been prepared under the historical cost convention, with the exception of financial instruments, which are stated in accordance with IAS 39 Financial Instruments: recognition and measurement.

2              Total revenue and segmental analysis

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by management to allocate resources to the segments and to assess their performance. Following the acquisition of Fieldings Investment Management Limited in August 2017, their staff and operations have been integrated into the management team of Fiske plc. Pursuant to this, the Group continues to identify a single reportable segment, being UK-based financial intermediation. Within this single reportable segment, total revenue comprises:


2019

2018


£'000

£'000

Commission receivable

2,078

2,454

Investment management fees

2,211

1,829

(Loss) / profit on investments held for trading

(1)

18


4,288

4,301

Other (loss) / income

(1)

80


4,287

4,381

Substantially all revenue in the current and prior year is generated in the UK and derives solely from the provision of financial intermediation.



 

3              Tax

Analysis of tax on ordinary activities:


2019

2018


£'000

£'000

Current tax



Current year

-

4

Prior year adjustment

-

-


-

4

Deferred tax



Current year

-

-

Prior year adjustment

-

-

Total tax charge to Statement of Comprehensive Income

-

4

Factors affecting the tax charge for the year

The standard rate of tax for the year, based on the United Kingdom standard rate of corporation tax, is 19.00% (2018: 19.00%).

The charge/(credit) for the year can be reconciled to the profit per the Statement of Comprehensive Income as follows:


2019

2018


£'000

£'000

(Loss) / Profit before tax

(642)

464

(Credit) / Charge on profit on ordinary activities at standard rate

(124)

86

Effect of:



Expenses not deductible in determining taxable profit

9

9

Non-taxable income

(0)

(20)

Tax losses not recognised

115

-

Carry back tax relief

-

(71)


-

4



 

4              Earnings per share

Basic earnings per share has been calculated by dividing the profit on ordinary activities after taxation by the weighted average number of shares in issue during the year. Diluted earnings per share is basic earnings per share adjusted for the effect of conversion into fully paid shares of the weighted average number of share options during the year.

 

31 May 2019

 

Basic

Diluted

Basic


£'000

£'000

(Loss) on ordinary activities after taxation

(642)

(642)

Adjustment to reflect impact of dilutive share options

-

-

(Loss)

(642)

(642)

Number of shares (000's)

11,603

11,645

(Loss) per share (pence)

(5.5)

(5.5)

 

 

31 May 2018

 

Basic

Diluted

Basic


£'000

£'000

Profit on ordinary activities after taxation

460

460

Adjustment to reflect impact of dilutive share options

-

1

Earnings

460

461

Number of shares (000's)

10,906

10,980

Earnings per share (pence)

4.2

4.2

 


31 May 2019

31 May 2018

Number of shares (000's):



Weighted average number of shares

11,603

10,906

Dilutive effect of share option scheme

42

74


11,645

10,980

 



 

5              Intangible assets arising on consolidation


Customer relationships

 

Goodwill

 

Total

£'000

£'000

£'000

Cost




At 1 June 2018

1,312

1,311

2,623

Additions

-

-

-

At 31 May 2019

1,312

1,311

2,623

Accumulated amortisation




At 1 June 2018

(131)

(916)

(1,047)

Charge in year

(131)

-

(131)

At 31 May 2019

(262)

(916)

(1,178)

Net book value

At 31 May 2019

 

1,050

 

395

 

1,445

At 1 June 2018

 

1,181

395

1,576

 

Goodwill arising through business combinations is allocated to individual cash-generating units ('CGUs') being acquired subsidiaries, reflecting the lowest level at which the Group monitors and test goodwill for impairment purposes. The CGUs to which goodwill is attributed are as follows:

 

CGU


2019

£'000

2018

£'000

Vor Financial Strategy


230

230

Ionian Group Limited


165

165

Goodwill allocated to CGUs


395

395

Determining whether goodwill is impaired requires an estimation of the recoverable amount of each CGU. The recoverable amount is the higher of its value in use ('VIU') or its fair value less cost of disposal ('FVLCD').

As at 31 May 2019 none of the Group's CGUs are impaired with the recoverable amount for each CGU having been based on its FVLCD. The fair value has been calculated as 2.5 % of assets under management.

Under the above valuation approach each CGU had a FVLCD in excess of its carrying value by £19k at Vor (2018: £62k) and £48k at Ionian (2018: £53k).

A 17% reduction in funds under management for Ionian from £11.1m to £9.2m would result in a potential impairment trigger. Vor is less sensitive to such an impairment trigger requiring a fall of 11% of funds under management from £7.4m to £6.6m.

If fair value was calculated using 2.1% as opposed to 2.5% of funds under management for Ionian then, all other things being equal, there would be a potential impairment trigger. Vor would require a decrease to 1.8% of funds under management to trigger a potential impairment.



 

6              Other intangible assets

 

 

 

Systems

licence

Total

 

 

 

£'000

£'000

Cost





At 1 June 2017



180

180

Additions



12

12

At 1 June 2018



192

192

Additions



-

-

At 31 May 2019



192

192

Accumulated amortisation





At 1 June 2017



(36)

(36)

Charge for the year



(26)

(26)

At 1 June 2018



(62)

(62)

Charge for the year



(33)

(33)

At 31 May 2019



(95)

(95)

Net book value





At 31 May 2019



97

97

At 31 May 2018



130

130



 

7              Property, plant and equipment

 

Office furniture and equipment

 

Computer equipment

 

Office refurbishment

 

 

Total

 

£'000

£'000

£'000

£'000

Cost





At 1 June 2017

137

177

175

489

Additions

25

20

-

45

Disposals

-

-

-

-

At 1 June 2018

162

197

175

534

Additions

-

17

-

17

At 31 May 2019

162

214

175

551

Accumulated depreciation





At 1 June 2017

(135)

(169)

(175)

(479)

Charge for the year

(7)

(13)

-

(20)

At 1 June 2018

(142)

(182)

(175)

(499)

Charge for the year

(7)

(15)

-

(22)

At 31 May 2019

(149)

(197)

(175)

(521)

Net book value

At 31 May 2019

 

13

 

17

 

-

 

30

At 31 May 2018

20

15

-

35

 



 

8              Investments


2019

2018


£'000

£'000

At 1 June 2018:



Valuation

2,470

2,444

Unrealised appreciation

(1,806)

(1,780)

Cost

664

664

Additions

-

-

Cost of disposals

-

-

At 31  May 2019:



Cost

664

664

Unrealised appreciation

5,095

1,806

Valuation

5,759

2,470

being:



Listed

5

6

Unlisted

5,754

2,464

FVTOCI investments carried at fair value

5,759

2,470

The investments included above are represented by holdings of equity securities. These shares are not held for trading. At May 2018 these were classified as available-for-sale. During the year they were re-designated as Fair Value through Other Comprehensive Income.



 

9              Trade and other receivables


2019

2018


Group

Group

Group and Company

£'000

£'000

Counterparty receivables

1,388

2,462

Trade (payables) / receivables

(164)

515


1,224

2,977

Corporation tax recoverable

-

-

Amount owed by group undertakings

-

-

Other debtors

371

229

Prepayments and accrued income

950

881


2,545

4,087

 

Counterparty receivables

Included in the Group's counterparty receivables are debtors with a carrying amount of £nil (2018: £55,000) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts were still considered recoverable, and were subsequently recovered.

Ageing of past due but not impaired counterparty receivables:


2019

2018


£'000

£'000




0 - 15 days

-

39

16 - 30 days

-

16

31 - 45 days

-

-

46 - 60 days

-

-


-

55

Trade receivables

Included in the Group's trade receivables balance are debtors with a carrying amount of £338,000 (2018: £318,000) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts were still considered recoverable, and were subsequently recovered.

Ageing of past due but not impaired trade receivables:


2019

2018


£'000

£'000




0 - 15 days

306

280

16 - 30 days

15

38

31 - 60 days

17

-


338

318

 



 

10           Trade and other payables

 

2019

2018

 

Group

Group


£'000

£'000

Counterparty payables

1,542

3,273

Trade payables

-

-


1,542

3,273

Sundry creditors and accruals

1,962

1,692


3,504

4,965

 

11           Deferred taxation

 

 

Capital allowances

Investments

 

Tax

Losses

 

Deferred tax liability

Group and Company

£'000

£'000

£'000

£'000

At 1 June 2018

(1)

309

(94)

214

Charge for the year

-

-

-

-

Charge to Statement of Comprehensive Income





-   in respect of current year

-

583

-

583

-   in respect of change in corporation tax rate

-

-

-

-

At 31 May 2019

(1)

892

(94)

797

Deferred tax assets and liabilities are recognised at a rate which is substantively enacted at the balance sheet date. The rate to be taken in this case is 18%, being the anticipated rate of taxation applicable to the Company in the future.

 

12           Called up share capital

 

2019

2018


No. of shares

£'000

No. of shares

£'000

Authorised:





Ordinary shares of 25p

12,000,000

3,000

12,000,000

3,000

Allotted and fully paid:

Ordinary shares of 25p





Opening balance

11,560,205

2,890

8,460,205

2,115

Shares issued

57,392

14

3,100,000

775

Closing balance

11,617,597

2,904

11,560,205

2,890

Included within the allotted and fully paid share capital were 9,490 ordinary shares of 25p each (2018: 9,490 ordinary shares of 25p each) held for the benefit of employees.

At 31 May 2019 there were 325,000 outstanding options to subscribe for ordinary shares at a weighted average exercise price of 60p.



 

13           Clients' money

At 31 May 2019 amounts held by the Company on behalf of clients in accordance with the Client Money Rules of the Financial Conduct Authority amounted to £46,014,796 (2018: £40,760,214). The Company has no beneficial interest in these amounts and accordingly they are not included in the balance sheet.

 


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