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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Mattioli Woods Plc | LSE:MTW | London | Ordinary Share | GB00B0MT3Y97 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 792.00 | 790.00 | 794.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 111.18M | 7.65M | 0.1474 | 53.73 | 411.14M |
From Apr 2019 to Apr 2024
TIDMMTW
RNS Number : 7937P
Mattioli Woods PLC
05 September 2017
5 September 2017
Mattioli Woods plc
("Mattioli Woods", "the Company" or "the Group")
Final results
Mattioli Woods plc (AIM: MTW.L), the specialist wealth management and employee benefits business, today reports its final results for the year ended 31 May 2017.
Financial highlights
-- Revenue up 17.4% to GBP50.5m (2016: GBP43.0m) -- Recurring revenues of 85.1% (2016: 82.6%) -- Adjusted EBITDA(1) up 17.2% to GBP10.9m (2016: GBP9.3m):
- Adjusted EBITDA margin(1) of 21.6% (2016: 21.6%)
- Adjusted EPS(2) up 11.4% to 34.1p (2016: 30.6p)
-- EBITDA up 18.0% to GBP10.5m (2016: GBP8.9m): - EBITDA margin of 20.8% (2016: 20.7%) - Basic EPS up 18.7% to 24.8p (2016: 20.9p) -- Proposed total dividend up 12.8% to 14.1p (2016: 12.5p) -- Strong financial position with net cash of GBP23.0m (2016: GBP29.8m)
Operational highlights and recent developments
-- Organic revenue growth(3) of 11.6% (2016: 8.5%):
- Over 1,200 new client wins
- 115 (2016: 104) consultants at year end
-- Total client assets up 17.5% to GBP7.77bn (2016: GBP6.61bn):
- Gross discretionary AuM up 39.3% to GBP1.63bn (2016: GBP1.17bn)
- GBP98.4m invested in new Mattioli Woods Structured Products Fund
- GBP76.0m of new equity raised by Custodian REIT
-- Acquisition of MC Trustees in September 2016 -- Purchase of 49% of Amati in February 2017, with option to acquire remaining 51% -- Extending strategic geographic footprint:
- New Manchester office opened in November 2016
- Moved to new London office in December 2016
- Moved to new Glasgow office in May 2017
-- Reducing client costs while maintaining target EBITDA margin -- New management structure (1) Earnings before interest, taxation, depreciation, amortisation and acquisition--related costs. (2) Before acquisition--related costs, amortisation and impairment of acquired intangibles, and notional finance income and charges. (3) Excluding acquisitions completed in the current and prior financial years. Net organic revenue growth of 12.3% (2016: 11.3%) excluding banking income and acquisitions in the current and prior financial years.
Commenting on the results, Ian Mattioli MBE, Chief Executive Officer, said:
"I am pleased to report another successful year, with revenue up 17.4% to GBP50.5m (2016: GBP43.0m). Sustained demand for advice and the continued development of our investment and asset management proposition have driven strong new business flows, which together with acquisitions completed in the current and prior financial year increased total client assets under management, administration and advice by 17.5% to GBP7.77bn (2016: GBP6.61bn) at the year end.
"Strong revenue growth translated to growth in Adjusted EPS of 11.4% to 34.1p (2016: 30.6p). Accordingly, the Board is pleased to recommend the payment of an increased final dividend of 9.4 pence per share (2016: 8.65 pence). This makes a proposed total dividend for the year of 14.1 pence (2016: 12.5 pence), a year-on-year increase of 12.8%, while maintaining an appropriate level of dividend cover.
"Acquisitions remain a core part of our growth strategy. In September 2016, we were pleased to acquire MC Trustees, bringing additional scale and expertise to our pension administration business and the Group's strategic investment in Amati in February 2017 brings a new dimension to our asset management business. Amati's total funds under management have increased from GBP120m at acquisition to over GBP178m today.
"The five businesses acquired during the previous financial year have integrated well and all have contributed positively to the Group's trading results since acquisition.
"Regulatory changes continue at considerable pace. Our immediate focus is on ensuring we are fully compliant with those changes already in train, such as MiFID II, the GDPR and the Senior Managers Regime. The FCA has highlighted there is weak price competition in the asset management industry and has said it will assess firms' vertical integration and the entire value chain of investing in its upcoming platform market review. Improving client outcomes and reducing client costs are key objectives of ours and we strongly support the FCA's objectives of increased transparency and better alignment of interests between fund managers and investors.
"As part of our commitment to developing the Group's governance and management structures we have created a new Senior Executive Team to execute the strategy determined by the Board. We have also reduced the size of our Board to eliminate duplication between it and the Senior Executive Team, ensuring clearer lines of responsibility and creating a balanced Board of three executive directors and three non-executive directors.
"Our focus remains on ensuring the Group addresses our clients' changing needs and we continue to broaden our proposition through advice and innovative product development such as the Mattioli Woods Structured Products Fund, organically and by acquisition. We believe our capabilities as trusted adviser, administrator, product provider and asset manager allow us to deliver improved and sustainable client outcomes. I look forward to us building upon our success over the last 25 years to deliver further value for our shareholders."
For further information please contact:
Hot Features
Premium
Mattioli Woods plc
Ian Mattioli MBE, Chief
Executive Officer
Nathan Imlach, Chief Financial Tel: +44 (0) 116 240 8700
Officer
www.mattioliwoods.com
Canaccord Genuity Limited
Sunil Duggal, Investment
Banking
Andrew Buchanan, Corporate Tel: +44 (0) 20 7523 8000
Broking
www.canaccordgenuity.com
Media enquiries:
Camarco
Ed Gascoigne-Pees Tel: +44 (0) 20 3757 4984
www.camarco.com
Analyst presentation
There will be an analyst presentation to discuss the results at 09:30am today at Canaccord Genuity Limited, 88 Wood Street, London, EC2V 7QR.
Those analysts wishing to attend are asked to contact Ed Gascoigne-Pees at Camarco on +44 (0) 20 3757 4984 or at ed.gascoigne-pees@camarco.co.uk.
Strategic report
Chairman's statement
This is my first statement to shareholders since being appointed as the Group's new Chairman at our Annual General Meeting in October 2016. On behalf of all of my colleagues, I would like to thank my predecessor and co-founder of Mattioli Woods, Bob Woods, for his immense contribution in building our business into one of the UK's leading providers of wealth management and employee benefit services.
Review of the year
I am delighted to report another year of growth, driven by a strong flow of organic new business and continued demand for advice from clients, which together with acquisitions completed in this and the prior financial year has seen the Group achieve a significant milestone in generating annual revenues of over GBP50m.
We have enjoyed further growth in our investment and asset management business, with gross discretionary assets under management(4) ("AuM") increasing by GBP460m during the year, with GBP190m of new monies invested in our discretionary portfolio management service. The Mattioli Woods Structured Products Fund was launched in November 2016 and its value now exceeds GBP100m. Custodian REIT, the UK real estate investment trust managed by our subsidiary Custodian Capital, raised GBP76m of new monies during the year and now has a market capitalisation of almost GBP400m.
One of our stated aims is to lower the cost of the range of services we provide to clients, while growing a long-term sustainable business. We were delighted to reduce the custody charge for all those clients using our core investment platform from 1 August 2017, which followed our previous announcement that the terms of the Investment Management Agreement between Custodian Capital and Custodian REIT have been amended to secure both a cost reduction for investors in Custodian REIT and an important long-term revenue stream for the Group.
Organic revenue growth of 11.6% (2016: 8.5%) or GBP4.4m was driven by our largely home-grown consultancy team, further accelerated by growth in our investment and asset management and property businesses. We continue to see demand for advice from clients, driven by lifestyle, increasing longevity, tax and other legislative changes, including the pension freedoms that introduced a major shift in how people can access their pensions, which in turn has driven further growth in pension consultancy and administration revenues.
Acquisitions continue to be a core part of our growth strategy. Our purchase of 49% of Amati Global Investors Limited ("Amati"), which we announced in February, is an exciting extension to our asset management business. Amati's total AuM has increased from GBP120m at acquisition to over GBP178m today.
In September 2016 we were pleased to announce the acquisition of MC Trustees, which is an excellent fit with our existing pension business and has contributed positively to the Group's trading result for the year. We believe further consolidation within our core markets remains likely and our strong balance sheet gives us the flexibility to make further value-enhancing acquisitions.
Strong revenue growth in the year translated into growth in Adjusted EPS of 11.4% to 34.1 pence (2016: 30.6 pence). We are proud of the strong shareholder returns we have delivered and remain committed to growing the dividend, while maintaining an appropriate level of dividend cover. Accordingly, the Board is pleased to recommend the payment of an increased final dividend of 9.4 pence per share (2016: 8.65 pence). This makes a proposed total dividend for the year of 14.1 pence (2016: 12.5 pence), a year-on-year increase of 12.8%.
(4) Excludes assets under management by Amati Global Investors Limited.
The market
The past 12 months have seen changes in many respects. The General Election result created fresh speculation around the shape of 'Brexit' and regulatory changes continue at considerable pace. Our immediate focus is on ensuring that we are fully compliant with those changes already in train, such as the Markets in Financial Instruments Directive II ("MiFID II"), the General Data Protection Regulations ("GDPR") and the Senior Managers Regime ("SMR").
The Financial Conduct Authority ("FCA") published its final report on the asset management market in June 2017, confirming its assessment that there is weak price competition in the asset management industry. In addition, the FCA has said it will assess firms' vertical integration and the entire value chain of investing, as well as the platform market, in its upcoming platform market review.
Improving client outcomes and reducing client costs are key objectives of ours and we strongly support the FCA's objectives of increased transparency and better alignment of interests between fund managers and investors.
Our strategy
Our strategy remains focused on the pursuit of strong organic growth, supplemented by strategic acquisitions that enhance value and broaden or deepen our expertise and services. Our distribution channels include our consultancy team, a nationwide network of professional introducers and, increasingly, our workplace financial educational programmes.
Investment in our bespoke pension administration and wealth management platform continues in line with expected spend, while we continue to review the possibility of moving to a hosted IT infrastructure, which may offer improved data security, business continuity and scalability for future growth.
Construction of our new central Leicester office, which will provide our staff with a modern working environment and capacity for further growth, remains scheduled to complete around the end of this calendar year, with the move from our existing offices scheduled for the second quarter of 2018. Costs are in line with expectations.
Our focus is on ensuring we continue to address our clients' changing needs and our ambition is to see our brand become an even stronger force in the UK financial services sector.
Our people
As an Investors in People company we are committed to developing our people and building the capacity to deliver sustainable growth. In the last financial year we moved into larger premises in London and opened a new office in Manchester, strengthening Mattioli Woods' position in the North West following the acquisition of Preston-based financial advisory firm Taylor Patterson in the prior financial year.
I would like to thank all our staff for their continued commitment, enthusiasm and professionalism in dealing with our new and existing clients' affairs.
Governance and the board
The Board is committed to developing the corporate governance and management structures of the Group to ensure they continue to meet the changing needs of the business. Following my appointment as the Group's first independent Non-Executive Chairman, we carried out internal and external reviews of the effectiveness of the Board, its sub-committees and the Group's senior executive management framework. We have created a new Senior Executive Team ("SET(GO) ") to execute the strategy determined by the Board, bringing together a senior team with responsibility for all our key operational areas. In addition, we have reduced the size of our Board to eliminate duplication between the Board and SET(GO) , ensuring clearer lines of responsibility within the management team and creating a balanced Board of three executive directors and three non-executive directors.
As part of the implementation of these changes, Mark Smith and Alan Fergusson stepped down as directors in August 2017, with both remaining key members of SET(GO) .
We believe these changes give the business the optimal management structure to secure continued growth.
Shareholders
We are fortunate to have a number of supportive institutional shareholders with a significant investment in the Group. We welcome opportunities to talk to all shareholders, large and small, and we will continue to maintain a regular and constructive dialogue with them, while seeking to broaden our shareholder base.
Outlook
We were delighted to see Bob and Ian recognised for their services to business and the community in Leicester through the award of MBEs in the Queen's New Year's Honours List.
Throughout its 25 year history, Mattioli Woods has demonstrated that in both good and bad economic conditions we have a robust business model, which delivers organic growth by winning new clients and developing new revenue streams, and also through the careful acquisition of similar or complementary businesses.
Our focus remains on ensuring the Group addresses our clients' changing needs and we continue to broaden our proposition through advice, innovative product development, organically and by acquisition. We believe our vertically-integrated models for wealth management and employee benefits, blending our capabilities as trusted adviser, administrator, product provider and asset manager, allow us to deliver improved and sustainable client outcomes, and we look forward to continuing our success over the next 25 years.
Joanne Lake
Chairman
4 September 2017
Strategic report
Chief Executive's review
Introduction - still at the beginning of our journey...after 25 years
I am pleased to report another successful year, with revenue for the 12 months ended 31 May 2017 up 17.4% to GBP50.5m (2016: GBP43.0m). We are over half way towards our medium term goal of growing revenues to GBP100m and we continue to focus on delivering great outcomes for our clients, with one of our key aims being to reduce their total expense ratios ("TERs") while maintaining our target profit margin.
Sustained demand for advice, driven by our clients' desire for a better understanding of their financial position, and the continued development of our investment and asset management proposition have driven strong new business flows, which together with acquisitions completed in the current and prior financial year increased total client assets under management, administration and advice by 17.5% to GBP7.77bn (2016: GBP6.61bn) at the year end.
Organic growth was supplemented by GBP1.2m of revenues generated by the MC Trustees pension administration business acquired in September 2016, plus full-year revenues of GBP7.1m (2016: GBP5.2m) from the five businesses acquired in the prior year.
EBITDA(5) was up 18.0% to GBP10.5m (2016: GBP8.9m), maintaining EBITDA margin at 20.8% (2016: 20.7%) despite further investment in the infrastructure of our business and an expected fall in banking revenues.
Adjusted EPS(6) increased 11.4% to 34.1p (2016: 30.6p), while basic EPS was up 18.7% to 24.8p (2016: 20.9p), with growth in operating profits stated after GBP0.4m (2016: GBP0.3m) of acquisition-related costs and GBP0.3m (2016: GBP0.5m) of notional finance charges on the unwinding of discounts on long-term provisions. The effective rate of taxation was 16.9% (2016: 16.6%) due to the reversal of deferred tax liabilities on acquired intangibles following further cuts in the substantively enacted rate of UK corporation tax.
Our success is based upon the delivery of quality advice, services and products, growing our clients' assets and enhancing their financial outcomes. The foundation of this success is the development of our people and I am delighted we have created a business our clients are proud to be a part of, our people feel proud to work for and is one that recognises and rewards talent and hard work.
Our recent achievements have been recognised with a number of industry awards for individual and corporate achievements nationally and locally, including Best Corporate Pensions Advice Firm at the Retirement Planner Awards 2017, as well as being highly commended with a 5-star SSAS rating at the Moneyfacts Awards 2017.
In addition to being an Investors in People organisation, the Group continues to be recognised for creating opportunities for young people and recently won Apprenticeship Employer of the Year at the 2017 Leicester Apprenticeship Hub Graduation Ceremony.
(5) Earnings before interest, taxation, depreciation and amortisation.
(6) Before acquisition-related costs, notional finance costs and amortisation and impairment of intangible assets arising on acquisitions.
Industry overview
Mattioli Woods operates within the UK's financial services industry, which is subject to the effects of volatile markets and economic conditions. In recent years we have seen a period of unprecedented change in legislation and regulation. As a result of changing customer needs the market for our services continues to grow, with there now estimated to be a record five million Britons paying higher or additional rate income tax(7) . We continue to be proactive in relation to the opportunities this creates, with our specialists dedicated to keeping up with the pace of change. Our entrepreneurial model allows us to adapt and advise our clients accordingly.
Our markets are highly fragmented and serviced by a wide range of suppliers offering diverse services to both individual and corporate clients. These markets remain highly competitive, with recent regulatory changes, including the abolition of provider commissions on corporate pensions in April 2016 and increased capital requirements for SIPP operators from 1 September 2016, driving further consolidation across the industry.
The Financial Advice Market Review ("FAMR") published by the FCA and HM Treasury in March 2016 made a series of recommendations designed to tackle barriers to consumers engaging with financial advice and help the industry develop more cost-effective ways of delivering advice, particularly through the use of technology, while the FCA's recent review of the asset management market highlighted its concerns over pricing.
We continue to invest in the development of our IT platform and anticipate that the entry of new competitors with innovative technology (such as 'robo-advice') may drive some margin compression in the wider market. I expect this, coupled with regulatory and market concerns around the cost of financial services, to further validate our vertically-integrated model, where seeking operational efficiencies in administration and reducing investment management and administration costs are key elements of our drive to reduce our clients' TERs, while maintaining fair and sustainable profit margins for our shareholders.
(7) Source: HM Revenue & Customs - UK Income Tax Liabilities Statistics, 2016-17 projections.
Our services
Our core pension and wealth management offering serves the higher end of the market, including controlling directors and owner-managed businesses, professionals, executives and retirees. Our broad range of employee benefit services is targeted towards medium-sized and larger corporates. In recent years, the Group has developed a broader wealth management proposition, grown from its strong pensions advisory and administration expertise, with the Group's income now derived from four key service lines:
-- Investment and asset management; -- Pension consultancy and administration; -- Employee benefits; and -- Property management.
We aim to operate a seamless structure, allowing us to cover all aspects of wealth management and employee benefits, without confusing strategy for individual service lines, such as our advice-led SSAS and SIPP proposition.
Medium-term goals
Our vision is to create a long-term sustainable business, built on integrity and trust, and delivered with passion. Throughout our first 25 years we have stayed true to our core values, putting our clients at the heart of everything we do and doing what is right to build long-term shareholder value. To assist in the achievement of our long-term objectives, in early 2014 we announced the following medium-term goals:
-- Revenue GBP100m -- Assets under management, administration and advice GBP15bn -- EBITDA margin 20%
We are making strong progress towards these goals and remain a business built on the integrity and expertise of our people. We will continue to focus on delivering great outcomes for our clients, with one of our key aims being to grow and preserve their investment assets.
SET(GO)
The Board and Senior Executives have long debated the structure of our rapidly growing group. When we announced our medium-term goals to the market we had annual revenues of GBP23m and assets under management, administration and advice of GBP3.6bn.
The business has changed from a young, entrepreneurial business into what I now call 'a small, friendly corporate'. Last year, my longstanding business partner Bob Woods stepped down after ten years in the role of Executive Chairman to focus on his client portfolio, new business development and acting as an ambassador for Mattioli Woods. Bob and I have now worked closely together for over 30 years.
With Joanne Lake stepping into the Non-Executive Chairman role, it was a timely opportunity to look closely at the structure of the Group. We added to the executive team with the appointments of Sara Andrews as Chief Business Officer and Simon Gibson as Chief Investment Officer and created SET(GO) , our Senior Executive Team, with the 'go' highlighting that we are set, ready and moving forward. The introduction of SET(GO) gives all our people - clients, shareholders, employees and suppliers - a very clear operational structure that is enhancing our management of the Company and will enable it to further grow and develop. The new SET(GO) structure combined with a smaller Board is logical, practical and in all our people's best interests.
Mark Smith and Alan Fergusson stepped down from the Board in August 2017, continuing in their full-time executive roles as key members of the SET(GO) team. Mark's and Alan's experience adds great value to the Group and both have given their support to these changes, for which I am truly grateful - it shows their long-term commitment to realising our ambitions.
Assets under management, administration and advice
Total client assets under management, administration and advice increased by 17.5% to GBP7.77bn at 31 May 2017 (2016: GBP6.61bn) as follows:
Assets under management, SIPP and SSAS(9) Personal and other pension Total administration and advice(8) GBPm Employee benefits GBPm GBPm GBPm ------------------------------- ----------------- ----------------------- ------------------------------- -------- As at 1 June 2016 3,996.1 1,158.2 1,451.6 6,605.9 Acquisition of MC Trustees(10) 466.5 - - 466.5 Net inflow/(outflow), including market movements 568.7 (55.9) 186.5 699.3 As at 31 May 2017 5,031.3 1,102.3 1,638.1 7,771.7 ------------------------------- ----------------- ----------------------- ------------------------------- --------
The acquisition of MC Trustees during the year added GBP466.5m of client assets, with a net inflow of GBP699.3m during the year comprising:
-- An increase of GBP568.7m in SIPP and SSAS funds under trusteeship, following a period of strong investment returns and net organic growth of 7.6% in the number of schemes being administered at the year end. We enjoyed 11.8% net organic growth in direct(11) schemes, with 1.6% net organic growth in the number of schemes the Group operates on an administration-only basis (excluding the acquisition of MC Trustees).
-- A GBP186.5m increase in other personal and pension assets; and
-- A GBP55.9m fall in the value of assets held in the corporate pension schemes advised by our employee benefits business, following the loss of a large client in the North Sea oil and gas industry, which has gone through a difficult period of cost-cutting and redundancies. It should be noted that revenues in our employee benefits business are not linked to the value of client assets in the same way that certain of our wealth management revenue streams are.
We have extended our asset management business through our purchase of 49% of Amati, an award-winning specialist fund management business based in Edinburgh, focusing on UK small and mid-sized companies. Amati is the manager of the TB Amati UK Smaller Companies Fund; two AIM Venture Capital Trusts (Amati VCT plc and Amati VCT 2 plc); and an AIM IHT portfolio service. Amati's total AuM had increased from GBP120m at acquisition to over GBP165m at the year end. We anticipate further growth in the value of Amati's AuM, including the boards of the VCTs plans to launch a joint fundraising to raise around GBP20m between the two VCTs later this year.
Mattioli Woods has the option to acquire the remaining 51% of Amati in the two years commencing 6 February 2019 for a mixture of cash and Mattioli Woods' ordinary shares.
(8) Certain pension scheme assets, including clients' own commercial properties, are only subject to a statutory valuation at a benefit crystallisation event.
(9) Value of funds under trusteeship in SIPP and SSAS schemes administered by Mattioli Woods and its subsidiaries.
(10) Value as at 31 May 2017.
(11) SIPP and SSAS schemes where the Group acts as pension consultant and administrator.
Segmental review
Investment and asset management
Investment and asset management revenues generated from advising clients on both pension and personal investments increased 23.5% to GBP21.0m (2016: GBP17.0m), representing 41.6% (2016: 39.6%) of total Group revenues. Income from both initial and ongoing portfolio management charges increased to GBP10.7m (2016: GBP8.8m), as the value of clients' assets in discretionary portfolios increased 29.5% to GBP1.14bn (2016: GBP0.88bn). The Group's gross discretionary assets under management, including Custodian REIT, the FP Mattioli Woods Balanced Fund (formerly the Thoroughbred OEIC) and the Mattioli Woods Structured Products Fund totalled GBP1.63bn (2016: GBP1.17bn) at the year end.
The Mattioli Woods Structured Products Fund was launched in November 2016 and has raised over GBP100m to date, generating fund management charges of GBP0.2m during the year. The fund has been designed around our core objective of delivering sustainable long-term returns to clients while lowering their costs and offers investors the benefits of collateralisation, instant diversification, continuous availability and liquidity.
Adviser charges based on the value of assets under advice were GBP10.1m (2016: GBP8.2m). The growth in funds under management and advice continues to enhance the quality of earnings through an increase in recurring revenues, with the proportion of investment and asset management revenues which are recurring being 81.0% (2016: 81.7%). As with other firms, these income streams are linked to the value of funds under management and advice, and are therefore affected by the performance of financial markets.
Pension consultancy and administration
Retirement planning is often central to our clients' wealth management strategies. We maintain our technical edge through our widely acknowledged understanding of UK pension legislation, which allows our consultancy team to deliver meaningful guidance to our clients. Our client base primarily comprises owner-managers, executives and members of the professions. Additional fees are generated from the provision of specialist consultancy services.
In July 2017, the work and pensions secretary announced that individuals born between 1970 and 1978 will now have to wait an extra year, until they are 68, to claim their state pension. While continual change (and talk of change) to the UK pensions system may work against the Government's aim to ensure all individuals save for their retirement, I expect it to drive sustained demand for advice, benefiting our core pensions business.
Pension consultancy and administration revenues were up 13.9% to GBP18.9m (2016: GBP16.6m), representing 37.4% (2016: 38.6%) of Group revenues of which 92.6% (2016: 82.6%) were recurring, with additional one-off revenues earned in the prior year following significant changes in pension legislation. The growth in revenues was driven by the total number of SIPP and SSAS schemes administered by the Group increasing 27.3% to 10,021 (2016: 7,872) at the year end, with the acquisition of MC Trustees during the year adding 1,554 schemes.
Fees for direct pension consultancy and administration, where the Group deals directly with the client in all areas associated with their pension affairs, increased 11.0% to GBP14.1m (2016: GBP12.7m), with sustained demand for advice as more people look to take advantage of pension freedoms. The number of direct schemes administered by the Group increased 11.8% to 5,140 (2016: 4,598), with 764 (2016: 665) new schemes gained in the year (excluding acquisitions), representing 16.6% (2016: 17.3%) of the number of schemes at the start of the year.
Our focus remains on the quality of new business, with an average new SIPP value of over GBP0.3m and average new SSAS value of over GBP1.0m. We also maintained strong client retention, with an external loss rate(12) of 2.1% (2016: 2.4%) and an overall attrition rate(13) of 3.6% (2016: 3.6%).
Third party administration fees increased 31.4% to GBP4.6m (2016: GBP3.5m), with GBP1.2m of revenues generated by MC Trustees during the period. The number of SSAS and SIPP schemes the Group operates on an administration-only basis increased to 4,881 (2016: 3,274) at the year end. In recent years, Mattioli Woods has been appointed to operate or wind-up a number of distressed SIPP portfolios following the failure of the previous operator. Lost schemes include the planned transfer of members of these distressed SIPP portfolios to alternative arrangements, with the 265 schemes lost during the period being more than offset by acquisition of MC Trustees' portfolio and organic growth.
Strong growth in pension fees was offset by an anticipated fall of GBP0.2m in banking revenues to GBP0.2m (2016: GBP0.4m), following the cut in the Bank of England base rate to a historic low of 0.25% in August 2016.
The introduction of increased regulatory capital requirements for SIPP operators on 1 September 2016 and the accelerating pace of consolidation within the SIPP market is putting some smaller operators under increasing pressure to join forces with larger firms.
Property management
Property management revenues increased 26.8% to GBP5.2m (2016: GBP4.1m) or 10.3% of total revenue (2016: 9.5%), of which 90.4% (2016: 91.6%) represented recurring annual management charges. Our subsidiary Custodian Capital is the external fund manager to Custodian REIT plc and also manages properties on behalf of pension schemes and private clients, managing an overall portfolio of property investments with a net asset value of GBP445.0m (2016: GBP328.1m) at the year end. The majority of our property management revenues are derived from the services provided to Custodian REIT, which now has a market capitalisation of almost GBP400m and offers one of the highest yields(14) among its UK property investment company peer group, coupled with the potential for capital growth from a balanced portfolio of real estate assets.
Custodian Capital manages our "Private Investors Club", which offers alternative investment opportunities to suitable clients by way of private investor syndicates. This continues to be well received by clients, with GBP20.6m (2016: GBP9.9m) invested in seven (2016: eight) new syndicates completed during the year.
As part of our strategy to create a single, strong identity across our Group, Custodian Capital will be renamed Mattioli Woods Capital in the first half of the 2018 calendar year.
(12) Direct schemes lost to an alternative provider as a percentage of average scheme numbers during the period.
(13) Direct schemes lost as a result of death, annuity purchase, external transfer or cancellation as a percentage of average scheme numbers during the period.
(14) Dividend yield of 5.6% (peer group average of 4.9%) per Numis Securities Limited Datasheet, 1 September 2017.
Employee benefits
At a time when the employee benefits market is going through extensive transition, we recognise the value that having a full employee benefits offering adds to the Group, allowing us to realise synergies between it and our wealth management business, with revenues of GBP0.7m (2016: GBP0.6m) generated in cross referrals between the two divisions during the last financial year.
Employee benefits revenues were up 1.9% to GBP5.4m (2016: GBP5.3m), representing 10.7% of total revenue (2016: 12.3%). I believe this is a major achievement, following the rebasing of our employee benefits business to create the platform to optimise our position in this market. The move to a fee-based proposition has been well-received by corporate clients, with 75.9% (2016: 78.7%) of employee benefits revenues recurring, and I expect our Executive Financial Counselling, Boardroom Pay and Financial Education initiatives to continue to gather pace.
There is rising recognition from organisations of the importance of investing in employee benefits. Employers are increasingly encouraging staff wellbeing and retirement savings, which we expect to drive a period of steady growth in the UK employee benefits market, and I am delighted over 100 new corporate clients were attracted to the Group's range of employee benefits services during the year.
In addition, the employee benefits work of our Aberdeen business is stabilising following several years of localised contraction in the oil and gas industry. Our membership of the Worldwide Broker Network, on which Alan Fergusson serves on the board, is driving an increasing number of referrals and we have grown our consultancy team to capitalise on these new opportunities.
The FAMR highlighted concerns around a developing 'advice gap', driven by:
-- Increasing responsibility on individuals to manage their own financial affairs; -- The ability of individuals to pay for advice; and -- Advice needs arising from pensions' liberalisation and auto-enrolment.
We believe the Government's emphasis on workplace advice presents new opportunities for us to realise further synergies between our employee benefits and wealth management businesses.
Key performance indicators
The directors consider the key performance indicators ("KPIs") for the Group are as follows:
Strategy/objective Performance indicator
----------------------- ------------------------------------------
Organic growth Revenue - total income (excluding
and growth by VAT) from all revenue streams.
acquisition
----------------------- ------------------------------------------
Operating efficiency Adjusted EBITDA margin - profit
generated from the Group's operating
activities before financing income
or costs, taxation, depreciation,
amortisation and acquisition-related
costs, divided by revenue.
----------------------- ------------------------------------------
Shareholder value Adjusted EPS - total comprehensive
and financial income for the year, net of taxation,
performance attributable to equity holders
of the Company, adjusted to add
back acquisition-related costs,
notional finance charges on the
unwinding of discounts on long--term
provisions and the amortisation
of acquired intangible assets,
divided by the number of ordinary
shares in issue.
----------------------- ------------------------------------------
Growth in the Assets under management, administration
value of assets and advice - the value of all client
under management, assets the business gives advice
administration upon, manages or administers.
and advice
----------------------- ------------------------------------------
Excellent client Client loss rate - the number of
service and retention direct SSAS and SIPP schemes lost
as a result of death, annuity purchase,
external transfer or cancellation
as a percentage of average scheme
numbers during the period.
----------------------- ------------------------------------------
Financial stability Debtors' days - this is the average
number of days' sales outstanding
in trade receivables at any time.
----------------------- ------------------------------------------
Financial stability Surplus on regulatory capital requirement
- this is the aggregate surplus
on the total regulatory capital
requirement of the Group.
----------------------- ------------------------------------------
Financial performance and future developments
Group results
Revenues were up 17.4% to GBP50.5m (2016: GBP43.0m), with sustained demand for the Group's services. We are particularly pleased with the continued development of our broader wealth management proposition and the integration of recently acquired businesses during the year. The mix between the Group's key revenue streams changed during the period, summarised as follows:
-- 41.6% investment and asset management (2016: 39.6%); -- 37.4% pension consultancy and administration (2016: 38.6%); -- 10.7% employee benefits (2016: 12.3%); and -- 10.3% property management (2016: 9.5%).
EBITDA increased 18.0% to GBP10.5m (2016: GBP8.9m), with EBITDA margin of 20.8% (2016: 20.7%) despite further investment in the infrastructure and sustainability of our business, a fall in banking revenues and costs associated with the completion and integration of recent acquisitions.
To facilitate a like-for-like comparison with prior years, acquisition costs of GBP0.4m (2016: GBP0.3m) incurred on acquisitions during the year have been added back in calculating adjusted EBITDA and adjusted profit before tax. Adjusted EBITDA(15) increased 17.2% to GBP10.9m (2016: GBP9.3m), while adjusted EBITDA margin was 21.6% (2016: 21.6%).
Previously, I set out our aim to reduce the TERs incurred by clients and I see both a market expectation and possible regulatory or legislative pressure to reduce product costs, which could bring about some continued pressure on sector margins. We plan to manage this by realising operational efficiencies through the development of our IT platform and securing further reductions in investment management and platform costs.
(15) Adding back GBP0.4m (2016: GBP0.3m) of acquisition-related costs.
Net finance costs
The Group has maintained a positive net cash position throughout the year, with net finance costs of GBP0.2m (2016: GBP0.3m) due to the impact of GBP0.3m (2016: GBP0.5m) of notional finance charges on the unwinding of discounts on long--term provisions.
Taxation
The effective rate of taxation on profit on ordinary activities of 16.9% (2016: 16.6%) was again below the standard rate of tax primarily due to the recalculation of deferred tax liabilities on acquired intangibles following a cut in the substantively enacted rate of UK corporation tax from 18% to 17%. The net deferred taxation liability carried forward at 31 May 2017 was GBP2.8m (2016: GBP3.0m).
Earnings per share and dividend
Adjusted EPS(16) was up 11.4% to 34.1p (2016: 30.6p) with strong revenue growth and an increase in operating profits. Basic EPS increased 18.7% to 24.8p (2016: 20.9p), with a fall in the value of add backs to adjusted EPS as a result of a fall in notional finance charges on the unwinding of discounts on long--term provisions. Diluted EPS increased 18.2% to 24.7p (2016: 20.9p), with the exercise of 226,841 options issued under the Company's share option plans during the year and the issue of 256,061 new shares as consideration for acquisitions.
(16) Before acquisition-related costs, amortisation and impairment of acquired intangibles, and notional finance income and charges.
Dividends
The Board is pleased to recommend the payment of an increased final dividend of 9.4 pence per share (2016: 8.65 pence). This makes a proposed total dividend for the year of 14.1 pence (2016: 12.5 pence), a year-on-year increase of 12.8% (2016: 19.0%), demonstrating our desire to deliver value to shareholders and confidence in the outlook for our business. The Board remains committed to growing the dividend, while maintaining an appropriate level of dividend cover. If approved, the final dividend will be paid on 27 October 2017 to shareholders on the register at the close of business on 22 September 2017.
Cash flow
Cash generated from operations fell to GBP10.5m or 100% of EBITDA (2016: GBP11.8m or 133%). A GBP1.8m increase in cash flows from operating activities before changes in working capital and provisions to GBP12.3m (2016: GBP10.5m) was offset by a GBP1.8m increase in the Group's working capital requirement (2016: decrease of GBP1.3m) following a GBP2.0m (2016: GBP0.5m) increase in trade and other receivables and a GBP1.5m decrease (2016: GBP0.2m increase) in provisions after the settlement of contingent deferred consideration on acquisitions and cash settled share-based payment awards during the year. The impact of the increase in receivables and decrease in provisions was partially offset by a GBP1.7m (2016: GBP1.6m) increase in trade and other payables, which was primarily due to:
-- A GBP1.3m increase in accrued staff bonuses at the year end, following another successful year and an increase in headcount across the Group; and
-- A GBP0.6m increase in trade payables at the year end, with a GBP0.9m stage payment on the New Walk office development outstanding at the year end.
The increase in trade and other receivables was due to:
-- A GBP0.9m increase in accrued income and prepayments as a result of the increase in assets under management and advice during the year;
-- A GBP0.7m increase in other receivables following an increase in property insurance premiums incurred by the Group to be recharged to clients at the year end; and
-- A GBP0.4m increase in trade receivables following strong growth in direct pension consultancy and administration fees.
Net cash at 31 May 2017 was GBP23.0m (2016: GBP29.8m), with GBP2.8m of initial cash consideration paid and GBP0.2m cash acquired on the two transactions completed during the year, plus GBP2.3m (2016: GBP1.1m) of contingent deferred consideration paid in cash on historic acquisitions.
Outstanding trade receivables fell to 40 days' sales (2016: 46 days), with an increase in investment and asset management revenues and a continued focus on credit control, while trade payables remained at 52 days' purchases (2016: 52 days).
Capital expenditure in the year was GBP9.1m (2016: GBP1.7m), with the most significant costs being GBP7.4m incurred on the development of the Group's new offices in Leicester, GBP1.1m investment in new computer hardware, software and office equipment and GBP0.5m on the purchase of new company cars following continued expansion of the consultancy team. The continued development of the Group's technology infrastructure is a key part of our strategy and although taking longer than we initially anticipated, investment in our bespoke pension administration and wealth management platform continues in line with expected spend. We are reviewing the possibility of moving to a hosted IT infrastructure, which may offer improved data security, business continuity and scalability for future growth.
Bank facilities
The Group does not have an overdraft facility due to the headroom the Group's current cash balances provide on its working capital requirements. Management will continue to review the level of bank facilities the Group may require going forward.
Capital structure
The Group's capital structure is as follows:
2017 2016
GBP000 GBP000
---------------------- --------- ---------
Net cash (22,979) (29,809)
Shareholders' equity 72,595 65,581
Capital employed 49,616 35,772
---------------------- --------- ---------
The Group continues to maintain a net cash position, with net cash balances falling to GBP23.0m (2016: GBP29.8m) due to capital expenditure during the year, coupled with the initial cash outflows on the acquisition of MC Trustees and the Group's investment in Amati.
Regulatory capital
The Board considers it prudent for the Group to target headroom of circa 25% over the FCA regulatory capital requirement. The Group's regulatory capital requirement has increased in recent years, and in addition its capital is eroded when it makes acquisitions due to the requirement for intangible assets arising on acquisition to be deducted from Tier 1 Capital.
The Group continues to enjoy significant headroom on its increased regulatory capital requirement following the acquisition of MC Trustees and its investment in Amati during the year, allowing us to pursue further acquisition opportunities.
Acquisitions
We have invested GBP46m since our admission to AIM in 2005 in bringing 20 businesses or client portfolios into the Group, developing considerable expertise and a strong track record in the execution and subsequent integration of such transactions.
In September 2016, we were pleased to acquire MC Trustees, bringing additional scale and expertise to our pension administration business. MC Trustees is a great fit culturally and strategically, serving a similar client base to the Group's existing business, while complementing our existing operations.
The Group's strategic investment in Amati announced in February 2017 brings a new dimension to our asset management business, which we expect to deliver significant synergies for each business.
The five businesses acquired during the previous financial year have integrated well and all have contributed positively to the Group's trading results since acquisition, increasing earnings and enhancing value. With increasing complexity and continuing consolidation across the key markets in which we operate, we expect there will be further opportunities to accelerate our strong organic growth by acquisition.
Relationships
The Group's performance and value to our shareholders are influenced by other stakeholders, principally our clients, suppliers, employees, the Government and our strategic partners. Our approach to all these parties is founded on the principle of open and honest dialogue, based on a mutual understanding of needs and objectives.
Relationships with our clients are managed on an individual basis through our client relationship managers and consultants. Employees have performance development reviews and employee forums also provide a communication route between employees and management, including SET(GO) . Mattioli Woods also participates in trade associations and industry groups, which give us access to client and supplier groups and decision-makers in Government and other regulatory bodies. Mattioli Woods is a member of the Association of Member-directed Pension Schemes and the Quoted Companies Alliance.
Resources
The Group aims to safeguard the assets that give it competitive advantage, including its reputation for quality and proactive advice, its technical competency and its people.
Our core values provide a framework for integrity, leading to responsible and ethical business practices. Structures for accountability from our administration and consultancy teams through to SET(GO) and the Group's Board are clearly defined. The proper operation of the supporting processes and controls are regularly reviewed by the Audit, Risk and Compliance Committee and take into account ethical considerations, including procedures for 'whistle-blowing'.
Our people
As we continue to grow, our previous "Small to Big" employee engagement theme has evolved into our new "Big to Better" initiative, which will enable us to retain our core principles as a business built on the integrity, expertise and passion of our people. Our total headcount at 31 May 2017 had increased to 568 (2016: 504) and we continue to invest in our graduate recruitment programme, with 25 (2016: 25) new graduates and 16 (2016: 15) apprentices joining the Group during the year. We are also developing programmes for 'life served' people seeking exciting opportunities for a change in career or a return to work. We continue to expand our consultancy and technical teams to take advantage of new business opportunities, with the number of consultants having increased to 115 (2016: 104) at the year end.
With continued growth in our investment and asset management business, and to support our growth ambitions, we strengthened our SET(GO) team through the appointments of Simon Gibson as the Group's Chief Investment Officer and Sara Andrews as Chief Business Officer. Simon is a well-respected fund manager with over 30 years' investing experience, while Sara brings more than 25 years' experience of developing people and managing change within fast-growing businesses.
We also welcomed 26 employees to the Group as part of the MC Trustees acquisition. As an Investors in People company we are committed to developing our people and building the capacity to deliver sustainable growth. Recent expansion has seen us move into larger premises in London and Glasgow, and open a new office in Manchester.
We enjoy a strong team spirit and facilitate employee equity ownership through the Mattioli Woods plc Share Incentive Plan ("the Plan") and other share schemes. At the year end the proportion of eligible staff invested via the Plan remained high at 58% (2016: 61%) and we will continue to encourage broader participation in the Plan.
Forward-looking statements
The strategic report is prepared for the members of Mattioli Woods and should not be relied upon by any other party for any other purpose. Where the report contains forward-looking statements these are made by the directors in good faith based on the information available to them at the time of their approval of this report. Consequently, such statements should be treated with caution due to the inherent uncertainties, including both economic and business risks underlying such forward-looking statements and information. The Group undertakes no obligation to update these forward-looking statements.
Principal risks and uncertainties
There are a number of potential risks which could hinder the implementation of our strategy and have a material impact on our long--term performance. These arise from internal or external events, acts or omissions which could pose a threat to the Group.
We are proud of our consistently high client retention rate, but continue seeking ways to strengthen this. We believe the most significant risk we face is potential damage to our reputation as a result of poor client service and we are determined not to let standards slip. We address this through ongoing quality control procedures and the provision of regular training for all our staff.
Pension regulations will continue to be reviewed. Future changes may not produce an environment that is advantageous to the Group and any changes in regulation may be retrospective. To address this risk, we are committed to ensuring that our views are expressed during consultation exercises and that we respond positively and rapidly to new regulations.
We also recognise that a significant skills shortage would represent a risk to growth. We are mitigating this risk through investment in our graduate, apprentice and life served recruitment programmes and by providing incentives to motivate and retain our existing employees. Throughout the Group, we have introduced Financial Assess, a web-based training programme provided through the Chartered Insurance Institute, written specifically from a financial services perspective. This training helps maintain staff competence and compliance within our organisation and brings a better understanding to all employees of the markets in which we operate.
One source of revenue is based on the value of cash balances held in clients' schemes. These balances are not included in the Consolidated or Company statements of financial position. In recent years, lower banking margins due to a continued low interest rate environment have resulted in a decline in these revenues. Following the Bank of England's decision to cut the base rate to a historic low of 0.25% in August 2016 we have reviewed how we might enhance our client banking model and plan to launch a new pooled banking solution for our clients' pension scheme accounts later this year.
The Group has an indirect exposure to security price risk on investments held by clients, with discretionary portfolio management fees, fund management fees, adviser charges (including legacy investment commissions) and property management fees being based on the value of clients' assets under management, administration or advice. Periods of volatility in a particular asset class may see changes in how our investment revenues are derived. However, a great strength of our business is that we can continue to derive income from investments in all asset classes, while ensuring our clients' investment strategies are appropriately aligned to the prevailing market conditions and suitable for their financial needs.
The table below outlines the current risk factors for the business identified by the Group. The risk factors mentioned do not purport to be exhaustive as there may be additional risks that materialise over time that the Group has not yet identified or deemed to have a potentially material adverse effect on the business:
Industry risks
-----------------------------------------------------------------------------------------------------------
Risk type Risk Mitigating factors
--------------- --------------------------- -------------------------------------------------------------
Changes Volatility may
in investment adversely affect * Majority of clients' funds held within registered
markets trading and/or pension schemes or ISAs, where less likely to
and poor the value of withdraw funds and lose tax benefits.
investment the Group's assets
performance under management,
administration * Broad range of investment solutions enables clients
and advice, from to shelter from market volatility through
which we derive diversification, while continuing to generate
revenues. revenues for the Group.
* Market volatility is closely monitored by the Asset
Management Executive Committee.
--------------- --------------------------- -------------------------------------------------------------
Changing The Group operates
markets in a highly competitive * Consolidating market position develops the Group's
and increased environment with pricing power.
competition evolving characteristics
and trends.
* Control over scalable and flexible bespoke pension
administration platform.
* Experienced management team with a strong track
record.
* Loyal customer base and strong client retention.
* Broad service offering gives diversified revenue
streams.
--------------- --------------------------- -------------------------------------------------------------
Evolving The Group's technology
technology could become * We partner with leading software providers to assist
obsolete if we in our systems development.
are unable to
develop our systems
to accommodate * High awareness of the importance of technology at
changing client Board level.
needs, new products
and the emergence
of new industry * Expanded systems development with phased
standards. implementation of Group-wide platform.
--------------- --------------------------- -------------------------------------------------------------
Regulatory The Group may
risk be adversely * Strong compliance culture.
affected as a
result of new
or revised legislation * External professional advisers are engaged to review
or regulations and advise upon control environment.
or by changes
in the interpretation
or enforcement * Business model and culture embraces FCA principles,
of existing laws including treating clients fairly.
and regulations.
* Financial strength provides comfort should capital
resource requirements be increased.
--------------- --------------------------- -------------------------------------------------------------
Changes Changes in tax
in tax law legislation could * The Government has a desire to encourage long-term
reduce the attractiveness savings to plan for an ageing population, which is
of long-term currently under-provided for.
savings via pension
schemes, particularly
SSASs and SIPPs. * Changes in pension legislation create the need for
clients to seek advice.
* The development of the Group's investment and asset
management services has reduced dependency on pension
planning.
--------------- --------------------------- -------------------------------------------------------------
Operational risks
------------------------------------------------------------------------------------------------------------
Risk type Risk Mitigating factors
---------------- --------------------------- -------------------------------------------------------------
Damage to There is a risk
the Group's of reputational * Strong compliance culture with a focus on positive
reputation damage as a result customer outcomes.
of employee misconduct,
failure to manage
inside information * High level of internal controls, including checks on
or conflicts new staff.
of interest,
fraud, improper
practice, poor * Well-trained staff who ensure the interests of
client service clients are met in the services provided.
or advice.
---------------- --------------------------- -------------------------------------------------------------
Errors, Serious or prolonged
breakdown breaches, errors * Ongoing review of data security.
or security or breakdowns
breaches in the Group's
in respect software or information * IT performance, scalability and security are deemed
of the Group's technology systems top priorities by the Board.
software could negatively
or information impact customer
technology confidence. It * Experienced in-house team of IT professionals and
systems could also breach established name suppliers.
contracts with
customers and
data protection
laws, rendering
us liable to
disciplinary
action by governmental
and regulatory
authorities,
as well as to
claims by our
clients.
---------------- --------------------------- -------------------------------------------------------------
Business In addition to
continuity the failure of * Periodic review of Business Continuity Plan,
IT systems, there considering best practice methodologies.
is a risk of
disruption to
the business * Disaster recovery plan and a disaster recovery team
as a result of in place. Business impact analysis has been conducted
power failure, by department.
fire, flood,
acts of terrorism,
re-location problems
and the like.
---------------- --------------------------- -------------------------------------------------------------
Fraud risk There is a risk
an employee or * The Group ensures the control environment mitigates
third party defrauds against the misappropriation of client assets.
either the Group
or a client.
* Strong corporate controls require dual signatures for
all payments, SET(GO) approval for all expenditure
greater than GBP5,000 and Board approval for all
expenditure greater than GBP100,000.
* Assessment of fraud risk every six months discussed
with the Audit, Risk and Compliance Committee and
external auditors.
* Clients have view-only access to information.
* Ongoing review of risk of fraud due to external
attack on the Group's IT systems.
---------------- --------------------------- -------------------------------------------------------------
Key personnel The loss of,
risk or inability * Succession planning is a key consideration throughout
to recruit, key the Group.
personnel could
have a material
adverse effect * Success of the Group should attract high calibre
on the Group's candidates.
business, results
of operations
or financial * Share-based schemes in operation to incentivise staff
condition. and encourage retention.
* Recruitment programmes in place to attract
appropriate new staff.
* Cross functional acquisition team brought into
acquisition projects at an early stage.
* Keyman cover for company founders.
---------------- --------------------------- -------------------------------------------------------------
Litigation Risk of liability
or claims related to litigation * Appropriate levels of Professional Indemnity
made against from clients insurance cover regularly reviewed with the Group's
the Group or third parties advisers.
and assurance
that a claim
or claims will * Comprehensive internal review procedures, including
not be covered compliance sign-off, for advice and marketing
by insurance materials.
or, if covered,
will exceed the
limits of available * Maintenance of three charging models; time cost,
insurance coverage, fixed and asset based, which are aligned to specific
or that any insurer service propositions and agreed with clients.
will become insolvent
and will not
meet its obligations * Restricted status for our consultants to enable the
to provide the recommendation of our own products and others in the
Group with cover. market.
---------------- --------------------------- -------------------------------------------------------------
Reliance Any regulatory
on third breach or service * Due diligence is part of the selection process for
parties failure on the key suppliers.
part of an outsourced
service provider
could expose * Ongoing review of relationships and concentration of
the Group to risk with key business partners.
the risk of regulatory
sanctions and
reputational
damage.
---------------- --------------------------- -------------------------------------------------------------
Strategic Risk that management
risk will pursue inappropriate * Experienced management team with successful track
strategies or record to date.
implement the
Group's strategy
ineffectively. * Management has demonstrated a thorough understanding
of the market and monitors this through regular
meetings with clients.
---------------- --------------------------- -------------------------------------------------------------
Corporate The risk of breaching
manslaughter corporate manslaughter * Policies and procedures in place to provide employee
risk laws as a result guidance when driving on company business.
of management
breach in duty
of care. * Company cars regularly maintained and serviced with
reputable and vetted companies.
* Adequate insurance cover.
* Responsible employees.
---------------- --------------------------- -------------------------------------------------------------
Financial risks
-------------------------------------------------------------------------------------------------------------
Risk type Risk Mitigating factors
-------------- ------------------------------ -------------------------------------------------------------
Counterparty That the counterparty
default to a financial * The Group trades only with recognised, creditworthy
obligation will third parties.
default on repayments.
* Customers who wish to trade on credit terms are
subject to credit verification procedures.
* All receivables are reviewed on an ongoing basis for
risk of non-collection and any doubtful balances are
provided against.
-------------- ------------------------------ -------------------------------------------------------------
Bank default The risk that
a bank could * We only use banks with strong credit ratings.
fail.
* Client deposits spread across multiple banks.
* Regular review and challenge of treasury policy by
management.
-------------- ------------------------------ -------------------------------------------------------------
Concentration A component of
risk credit risk, * The client base is broad, without significant
arising from exposure to any individual client or group of
a lack of diversity clients.
in business activities
or geographical
risk. * Broad service offering gives diversified revenue
streams.
-------------- ------------------------------ -------------------------------------------------------------
Liquidity The risk the
risk Group is unable * Cash generative business.
to meet liabilities
as they become
due because of * Group maintains a surplus above regulatory and
an inability working capital requirements.
to liquidate
assets or obtain
adequate funding. * Treasury management provides for the availability of
liquid funds at short notice.
-------------- ------------------------------ -------------------------------------------------------------
Interest Risk of decline
rate risk in earnings due * Interest rates being at historic lows has resulted in
to a decline associated income streams no longer being material.
in banking margin
or deposit rates
received on surplus * Good relationships with key banking partners.
cash.
Low interest
rates make it * Access to competitive interest rates due to scale of
harder to structure business.
compelling capital-protected
products for
clients.
-------------- ------------------------------ -------------------------------------------------------------
Underwriting When arranging
risk new products * New products created in line with client demand.
for promotion
to the Group's
clients, the * Potential costs are carefully considered by the
Group may need Investment Committee prior to the launch of each
to guarantee product.
a minimum aggregate
investment to
secure appropriate
terms for the
product.
If actual client
investment is
less than the
underwritten
amount, we would
incur the cost
of either acquiring
the unsold element
of the product
or unwinding
any hedges underlying
the unsold element
of the product.
-------------- ------------------------------ -------------------------------------------------------------
Corporate social responsibility
We believe that running a profitable and growing business, which creates jobs and contributes to the economic success of the areas in which it operates, is a good platform for good corporate social responsibility.
Mattioli Woods has a long-standing commitment to ensure our staff can engage with their local communities, playing a valuable role by forming innovative partnerships with other organisations and charities. This social awareness is present throughout the business, from our employees to our clients, our professional connections and the suppliers we use.
We have a high level of engagement within our local communities. Each year, we sponsor both business, sports and community awards. Our business has benefited greatly from winning numerous awards and we feel it's right to help other businesses reap the rewards of such accolades. In addition, we sponsor a variety of local clubs, business and sports related events across the country. We believe this brings many benefits to the local community and beyond.
The Group is pleased to continue sponsoring the Rothley 10k, one of the most celebrated charity road running races in Leicestershire, which attracted almost 800 runners in 2017, a new record for the race, which again raised over GBP20,000 of essential funds for a variety of local causes, including LOROS, Rainbows, County Air Ambulance Service, Age UK, Eye Camps and RNLI.
In 2015 we chose our first national charity, Breast Cancer Now, the UK's largest breast cancer charity dedicated to funding research into this devastating disease. By tackling the disease in the labs, on the political agenda, through public health information and with the health service, it believes it can transform the outlook for everyone affected by breast cancer. To date, the Group has raised over GBP127,000 for the charity.
Employees across the country have been involved in a number of activities to raise essential funding for this great cause, including a group wide cycling challenge, Tough Mudder in the Midlands, the National Three Peaks Challenge, the London and Edinburgh marathons, Glack Attack in Aberdeen and numerous cake sales and challenges.
We also continue to sponsor wheelchair racer Sammi Kinghorn, who won two gold medals at the world para athletics championships in London in 2017 and now has her sights set on the 2018 Commonwealth Games.
In addition, we support many other smaller charities such as Newmarket's Open Door initiative, which provides vulnerable people with supported housing and training opportunities; Rainbow House in Preston, a comprehensive programme for children, young people and adults with neurological conditions and Project Luangwa, an international charity supported by our Solihull team that provides education in Zambia through the construction of schools, sponsoring of students and provision of educational materials.
The Group continues to create opportunities for young people through both its Financial Services Development scheme and apprenticeship recruitment, recently winning Apprenticeship Employer of the Year at the 2017 Leicester Apprenticeship Hub Graduation Ceremony. This year, we are looking to recruit 24 graduates and increase our apprentice intake to 25. We have also given 21 students the opportunity to work with us to gain valuable work experience during the year.
Finally, as our Chairman has stated, Bob and I were honoured in the Queen's New Year's Honours List and received MBEs for business and community services in Leicester - an honour greatly appreciated by us both.
Our friend and colleague, Ketan Radia
In September 2016, Mattioli Woods lost one of its very best. Our friend and colleague, Ketan Radia, passed away shortly after playing football with his beloved two boys and family. Ketan was a fantastic employee and ambassador for all things Mattioli Woods. Ketan's friends within the Group continue to help and provide support to his wife Reena and the boys. Ketan is so sadly missed.
Approval
In accordance with Section 414(c) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, the Company has prepared a Strategic Report, which includes information that would have been previously included in the Directors' Report.
The Strategic Report in its entirety has been approved by the Board of Directors and signed on its behalf by:
Ian Mattioli MBE
Chief Executive Officer
4 September 2017
Consolidated Statement of Comprehensive Income
For the year ended 31 May 2017
2017 2016
Note GBP000 GBP000
----------------------------------------------------- ----- --------- ---------
Revenue 4 50,533 42,950
Employee benefits expense (28,711) (24,552)
Other administrative expenses (9,465) (7,807)
Share based payments (1,902) (1,594)
Amortisation and impairment (1,996) (1,816)
Depreciation (606) (497)
Loss on disposal of property, plant & equipment (61) (56)
Operating profit before financing 7,792 6,628
----------------------------------------------------- ----- --------- ---------
Finance revenue 45 122
Finance costs (291) (459)
Net finance costs (246) (337)
Share of profit from associate, net of tax 9 103 -
Profit before tax 7,649 6,291
Income tax expense (1,293) (1,046)
Profit for the year 6,356 5,245
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year, net of tax 6,356 5,245
----------------------------------------------------- ----- --------- ---------
Attributable to:
Equity holders of the parent 6,356 5,245
Earnings per ordinary share:
Basic (pence) 6 24.8 20.9
Adjusted (pence) 34.1 30.6
Diluted (pence) 6 24.7 20.9
Proposed total dividend per share (pence) 7 14.1 12.5
The operating profit for each period arises from the Group's continuing operations. The parent company has taken advantage of section 408 of the Companies Act 2006 and has not included its own statement of comprehensive income in these financial statements.
Consolidated and Company Statements of Financial Position Registered number: 3140521
As at 31 May 2017
2017 2016
Group Company Group Company
Note GBP000 GBP000 GBP000 GBP000
----------------------------------------------------------- ----- ------- -------- ------- --------
Assets
Property, plant and equipment 9,671 2,209 1,997 1,924
Intangible assets 8 44,444 36,743 43,410 28,973
Deferred tax asset 798 777 737 731
Investments in subsidiaries - 18,572 - 15,187
Investment in associate 9 3,476 3,476 - -
Derivative financial asset 11 110 110 - -
Total non-current assets 58,499 61,887 46,144 46,815
----------------------------------------------------------- ----- ------- -------- ------- --------
Trade and other receivables 15,692 22,767 13,495 14,010
Investments 86 86 79 79
Cash and short-term deposits 12 22,979 12,172 29,809 21,381
Total current assets 38,757 35,025 43,383 35,470
----------------------------------------------------------- ----- ------- -------- ------- --------
Total assets 97,256 96,912 89,527 82,285
----------------------------------------------------------- ----- ------- -------- ------- --------
Equity
Issued capital 13 258 258 252 252
Share premium 13 30,314 30,314 27,765 27,765
Merger reserve 13 8,781 8,781 8,531 8,531
Equity - share based payments 13 2,571 2,571 1,642 1,642
Capital redemption reserve 13 2,000 2,000 2,000 2,000
Retained earnings 13 28,671 23,892 25,391 22,487
Total equity attributable to equity holders of the parent 72,595 67,816 65,581 62,677
----------------------------------------------------------- ----- ------- -------- ------- --------
Non-current liabilities
Deferred tax liability 3,600 2,692 3,724 2,127
Financial liabilities and provisions 14 2,842 11,337 5,738 5,738
Total non-current liabilities 6,442 14,029 9,462 7,865
----------------------------------------------------------- ----- ------- -------- ------- --------
Current liabilities
Trade and other payables 12,862 10,501 10,047 8,397
Income tax payable 957 259 1,083 178
Financial liabilities and provisions 14 4,400 4,307 3,354 3,168
Total current liabilities 18,219 15,067 14,484 11,743
----------------------------------------------------------- ----- ------- -------- ------- --------
Total liabilities 24,661 29,096 23,946 19,608
----------------------------------------------------------- ----- ------- -------- ------- --------
Total equities and liabilities 97,256 96,912 89,527 82,285
----------------------------------------------------------- ----- ------- -------- ------- --------
The profit of the Company for the financial year, after taxation, was GBP4.5m (2016: GBP5.1m).
The financial statements were approved by the Board of directors and authorised for issue on 4 September 2017 and are signed on its behalf by:
Ian Mattioli MBE Nathan Imlach
Chief Executive Officer Chief Financial Officer
Consolidated and Company Statements of Changes in Equity
For the year ended 31 May 2017
Equity - Capital
Issued Share Merger share based redemption Retained
capital premium reserve payments reserve earnings
(Note 13) (Note 13) (Note 13) (Note 13) (Note 13) (Note 13) Total equity
Group GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
As at 1 June
2015 204 8,689 4,838 997 2,000 22,739 39,467
Profit for the
year - - - - - 5,245 5,245
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
Total
comprehensive
income - - - - - 5,245 5,245
Transactions
with owners of
the Group,
recognised
directly in
equity
Issue of share
capital 48 19,076 3,693 - - - 22,817
Share-based
payments - - - 596 - - 596
Deferred tax
taken to
equity - - - 61 - - 61
Current tax
taken to
equity - - - 149 - - 149
Dividends paid - - - - - (2,754) (2,754)
Reserves
transfer - - - (161) - 161 -
As at 31 May
2016 252 27,765 8,531 1,642 2,000 25,391 65,581
Profit for the
year - - - - - 6,356 6,356
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
Total
comprehensive
income - - - - - 6,356 6,356
Transactions
with owners of
the Group,
recognised
directly in
equity
Share of other
comprehensive
income from
associated
companies - - - - - 5 5
Issue of share
capital 6 2,549 250 - - - 2,805
Share-based
payments - - - 949 - - 949
Deferred tax
taken to
equity - - - 52 - - 52
Current tax
taken to
equity - - - 237 - - 237
Dividends paid - - - - - (3,390) (3,390)
Reserves
transfer - - - (309) - 309 -
As at 31 May
2017 258 30,314 8,781 2,571 2,000 28,671 72,595
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
Consolidated and Company Statements of Changes in Equity
For the year ended 31 May 2017 (continued)
Equity - Capital
Issued Share Merger share based redemption Retained
capital premium reserve payments reserve earnings
(Note 13) (Note 13) (Note 13) (Note 13) (Note 13) (Note 13) Total equity
Company GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
As at 1 June
2015 204 8,689 4,838 976 2,000 20,048 36,755
Profit for the
year - - - - - 5,053 5,053
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
Total
comprehensive
income - - - - - 5,053 5,053
Transactions
with owners of
the Company,
recognised
directly in
equity
Issue of share
capital 48 19,076 3,693 - - - 22,817
Share-based
payments - - - 596 - - 596
Deferred tax
taken to
equity - - - 61 - - 61
Current tax
taken to
equity - - - 149 - - 149
Dividends paid - - - - - (2,754) (2,754)
Reserves
transfer - - - (140) - 140 -
As at 31 May
2016 252 27,765 8,531 1,642 2,000 22,487 62,677
Profit for the
year - - - - - 4,481 4,481
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
Total
comprehensive
income - - - - - 4,481 4,481
Transactions
with owners of
the Company,
recognised
directly in
equity
Share of other
comprehensive
income from
associated
companies - - - - - 5 5
Issue of share
capital 6 2,549 250 - - - 2,805
Share-based
payments - - - 949 - - 949
Deferred tax
taken to
equity - - - 52 - - 52
Current tax
taken to
equity - - - 237 - - 237
Dividends paid - - - - - (3,390) (3,390)
Reserves
transfer - - - (309) - 309 -
As at 31 May
2017 258 30,314 8,781 2,571 2,000 23,892 67,816
--------------- ------------- ------------- ------------- ------------ ------------ ------------- -------------
Consolidated and Company Statements of Cash Flows
For the year ended 31 May 2017
Group Company Group Company
2017 2017 2016 2016
Note GBP000 GBP000 GBP000 GBP000
---------------------------------------------------------------------- ----- --------- -------- -------- --------
Operating activities
Profit for the year
Adjustments for: 6,356 4,481 5,245 5,053
Depreciation 606 596 497 482
Amortisation and impairment 8 1,996 1,655 1,816 1,411
Gain on bargain purchase - - (105) (105)
Investment income (45) (150) (122) (93)
Interest expense 291 494 459 785
Share of profit from associate 9 (103) (103) - -
Gain on revaluation of derivative financial asset 9 (93) (93) - -
Loss on disposal of property, plant and equipment 61 61 56 56
Equity-settled share-based payments 1,241 1,241 838 838
Cash-settled share-based payments 661 661 756 756
Dividend income - (800) - (2,497)
Income tax expense 1,293 706 1,046 625 ---------------------------------------------------------------------- ----- --------- -------- -------- -------- Cash flows from operating activities before changes in working capital and provisions 12,264 8,749 10,486 7,311 Increase in trade and other receivables (2,018) (9,140) (509) (2,058) Increase in trade and other payables 1,762 1,944 1,619 1,035 (Decrease)/increase in provisions (1,544) (1,536) 192 192 ---------------------------------------------------------------------- ----- --------- -------- -------- -------- Cash generated from operations 10,464 17 11,788 6,480 Interest paid (2) (2) - - Income taxes paid (1,700) (875) (1,714) (1,343) Net cash flows from operating activities 8,762 (860) 10,074 5,137 ---------------------------------------------------------------------- ----- --------- -------- -------- -------- Investing activities Proceeds from sale of property, plant and equipment 126 126 75 75 Purchase of property, plant and equipment (8,225) (1,004) (1,115) (1,107) Purchase of software 8 (616) (612) (597) (590) Consideration paid on acquisition of subsidiaries 3 (3,490) (3,490) (6,911) (6,911) Investment in subsidiary - (1,000) - - Consideration paid for shares in associate 9 (1,646) (1,646) Consideration paid on acquisition of business 3 - - (735) (735) Cash transferred on hive up of group companies - 1,289 - - Cash received on acquisition of subsidiaries 3 172 - 3,217 - Other investments - - (16) (16) Loans advanced to property syndicates (541) (541) (2,188) (2,188) Loan repayments from property syndicates 571 571 2,158 2,158 Interest received 39 24 122 93 Dividends received - 800 - 800 Net cash flows from investing activities (13,610) (5,483) (5,990) (8,421) ---------------------------------------------------------------------- ----- --------- -------- -------- -------- Financing activities Proceeds from the issue of share capital 524 524 19,568 19,568 Payment of costs of share issue - - (693) (693) Repayment of borrowings acquired in business combinations 884 - (965) - Repayment of Directors' loans - - (1) (1) Dividends paid 7 (3,390) (3,390) (2,754) (2,754) Net cash flows from financing activities (1,982) (2,866) 15,155 16,120 ---------------------------------------------------------------------- ----- --------- -------- -------- -------- Net (decrease)/increase in cash and cash equivalents (6,830) (9,209) 19,239 12,836 Cash and cash equivalents at start year 12 29,809 21,381 10,570 8,545 Cash and cash equivalents at end of year 12 22,979 12,172 29,809 21,381 ---------------------------------------------------------------------- ----- --------- -------- -------- --------
Notes to the financial statements
1 Corporate information
Mattioli Woods 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 nature of the Group's operations and its principal activities are set out in the Chief Executive's Review.
2 Basis of preparation and accounting policies 2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU") and in accordance with the requirements of the Companies Act applicable to companies reporting under IFRS.
The financial statements comprise the financial statements of Mattioli Woods plc and its subsidiaries ("the Group") as at 31 May each year. The financial statements have been prepared on the historical cost basis, except for certain financial instruments that are measured at fair value and are presented in pounds, with all values rounded to the nearest thousand pounds (GBP000) except when otherwise indicated.
The principal accounting policies adopted are set out in this note and, unless otherwise stated, have been applied consistently to all periods presented in the financial statements. The financial statements were authorised for issue in accordance with a resolution of the directors on 4 September 2017.
2.2 Developments in reporting standards and interpretations
Standards affecting the financial statements
There have been no new or revised standards and interpretations that have been adopted in the current year and have affected the amounts reported in these financial statements.
Standards not affecting the financial statements
The following new and revised standards and interpretations have been adopted in the current year:
Standard or interpretation Periods commencing on or after
------------------------------------------------------------------------------------- -------------------------------
Annual Improvements to IFRSs 2012-2014 Cycle 1 January 2016
IAS 1 Presentation of financial statements 1 January 2016
IAS 16 (amended) Property, Plant and Equipment 1 January 2016
IAS 27 (revised) Separate Financial Statements 1 January 2016
IAS 28 (amended) Investments in Associates and Joint Ventures 1 January 2016
IAS 38 (amended) Intangible Assets 1 January 2016
IFRS 10 (amended) Consolidated Financial Statements - Applying the Consolidation 1 January 2016
Exception
IFRS 11 (amended) Joint Arrangements 1 January 2016
IFRS 12 (amended) Disclosures of Interests in Other Entities 1 January 2016
Their adoption has not had any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions and arrangements, or give rise to additional disclosures.
Future new standards and interpretations
A number of new standards and amendments to standards and interpretations will be effective for future annual periods commencing after 1 June 2016 and, therefore, have not been applied in preparing these consolidated financial statements. At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective:
Standard or interpretation Periods commencing on or after ---------------------------------------------------------------------------- ------------------------------- Annual Improvements to IFRSs 2014-2016 Cycle 1 January 2017/2018 IAS 7 Disclosure Initiative 1 January 2017 IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses 1 January 2017 IFRS 2 (amended) Share Based Payments - Classification and measurement 1 January 2018 IFRS 9 Financial Instruments 1 January 2018 IFRS 15 Revenue from Contracts with Customers 1 January 2018 IFRS 16 Leases 1 January 2019
IFRS 9 'Financial Instruments', IFRS 15 'Revenue from Contracts with Customers' and IFRS 16 'Leases' are expected to have the most significant effect on the consolidated financial statements of the Group.
IFRS 9 'Financial Instruments' and IFRS 15 'Revenue from Contracts with Customers' are to become mandatory for periods commencing on or after 1 January 2018. These standards have been adopted by the EU and the Group does not plan to adopt these standards early. IFRS 9 'Financial Instruments' could change the classification and measurement of financial assets and the timing and extent of credit provisioning. IFRS 15 'Revenue from Contracts with Customers' could change how and when revenue is recognised from contracts with customers. The extent of their impact has not yet been fully determined.
IFRS 16 'Leases' is not expected to become mandatory for periods commencing before 1 January 2019. It eliminates the classification of leases as either operating leases or finance leases. The Group will be required to recognise all leases with a term of more than 12 months as a lease asset in its statement of financial position, together with a financial liability representing its obligation to make future lease payments. The extent of its impact has not yet been fully determined.
Other than to expand certain disclosures within the financial statements, the directors do not expect the adoption of the other standards and interpretations listed above will have a material impact on the financial statements of the Group in the future periods.
2.3 Principal accounting policies
Basis of consolidation
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.
Business combinations
Business combinations are accounted for using the purchase accounting method. This involves assessing whether any assets acquired meet the criteria for recognition as separately identifiable intangible assets. Intangible assets are measured on initial recognition at their fair value at the date of acquisition. Client portfolios are valued by discounting their expected future cash flows over their expected useful lives, based on the Group's historic experience. Expected future cash flows are estimated based on the historic revenues and costs associated with the operation of that client portfolio. The discount rates used estimate the cost of capital, adjusted for risk.
Associates
The Company's share of profits from associates is reported separately in the Statement of Comprehensive income and the investment is recognised in the Statement of Financial Position using the equity method. The investment is initially recorded at cost and subsequently adjusted to reflect the Company's share of the cumulative profits of the associate since acquisition. Appropriate adjustments to the Company's share of the profits or losses after acquisition are made to account for additional amortisation of the associate's amortisable assets based on the excess of their fair values over their carrying amounts at the time the investment was acquired.
Group re-organisation
On 31 August 2016 the trade and assets of the Taylor Patterson Group Limited and its subsidiaries Taylor Patterson Financial Planning Limited and Taylor Patterson Associates Limited (together "the Business") were transferred to the Company. The trade and assets were exchanged for loan notes equal to the book value of the assets and assumed liabilities of the Business as at 31 August 2016, attracting annual interest on the outstanding principal at a rate of 3% above the Bank of England base rate.
2.4 Key sources of judgements and estimation uncertainty
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management's best judgement at the date of preparation of the financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The areas where a higher degree of judgement or complexity arises, or where assumptions and estimates are significant to the consolidated financial statements, are discussed below.
Impairment of client portfolios
The Group reviews whether acquired client portfolios are impaired at least on an annual basis. This comprises an estimation of the fair value less cost to sell and the value in use of the acquired client portfolios. In assessing value in use, the estimated future cash flows expected to arise from each client portfolio are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to that asset.
The key assumptions used in respect of value in use calculations are those regarding growth rates and anticipated changes to revenues and costs during the period covered by the calculations. Changes to revenue and costs are based upon management's expectation. The Group prepares its annual budget and five-year cash flow forecasts derived therefrom, thereafter extrapolating these cash flows using a terminal growth rate of 2.5% (2016: 2.5%), which management considers conservative against industry average long-term growth rates.
The key assumption used in arriving at a fair value less costs to sell requires a valuation based on earnings multiples and values based on assets under management. These have been determined by looking at valuations of similar businesses and the consideration paid in comparable transactions. Management has used a range of multiples resulting in an average of 7.5x EBITDA to arrive at a fair value.
The carrying amount of client portfolios at 31 May 2017 was GBP25.2m (2016: GBP25.4m). No impairment provisions have been made during the year (2016: GBPnil) based upon the directors' review.
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill has been allocated. In assessing value in use, the estimated future cash flows expected to arise from the cash-generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to that asset.
The key assumptions used in respect of value in use calculations are those regarding growth rates and anticipated changes to revenues and costs during the period covered by the calculations, based upon management's expectation. The carrying amount of goodwill at 31 May 2017 was GBP17.3m (2016: GBP16.4m). No impairment provisions have been made during the year (2016: GBPnil) based upon the directors' review.
Internally generated capitalised software
The costs of internal software developments are capitalised where they are judged to have an economic value that will extend into the future and meet the recognition criteria in IAS38. Internally generated software is then amortised over an estimated useful life, assessed by taking into consideration the useful life of comparable software packages. The carrying amount of internally generated capitalised software at 31 May 2017 was GBP1.1m (2016: GBP1.1m).
Deferred tax assets
Deferred tax assets include temporary differences related to employee benefits settled via the issue of share options. Recognition of the deferred tax assets assumes share options will have a positive value at the date of vesting, which is greater than the exercise price. The carrying amount of deferred tax assets at 31 May 2017 was GBP0.8m (2016: GBP0.7m).
Interests in associates
Associates are entities in which the Group owns less than 100% of voting rights and has significant influence, but not control or joint control over the financial and operating policies. In determining whether control exists, this requires significant judgements in assessing factors such as the structure of the investment and the contractual agreement. The existence of significant influence is evidenced by the Group having representation on the board and the ability to participate in decisions but not being able to control the vote. The carrying amount of the investment in associate at 31 May 2017 was GBP3.5m (2016: GBPnil).
Recoverability of accrued time costs and disbursements
The Group recognises accrued income in respect of time costs and disbursements incurred on clients' affairs during the accounting period, which have not been invoiced at the reporting date. This requires an estimation of the recoverability of the time costs and disbursements incurred but not invoiced to clients. The carrying amount of accrued time costs and disbursements at 31 May 2017 was GBP4.5m (2016: GBP4.6m).
Accrued income
Accrued income is recognised in respect of fees, adviser charges and commissions due to the Group on investments and bank deposits placed during the accounting period which have not been received at the reporting date. This requires an estimation of the amount of income that will be received subsequent to the reporting date in respect of the accounting period, which is based on the value of historic receipts and investments placed by clients under management and advice. The carrying amount of accrued income at 31 May 2017 was GBP3.2m (2016: GBP2.5m).
Acquisitions and business combinations
When an acquisition arises the Group is required under IFRS to calculate the Purchase Price Allocation ("PPA"). The PPA requires companies to report the fair value of assets and liabilities acquired and it establishes useful lives for identified assets. The identification and the valuation of the assets and liabilities acquired involves estimation and judgement when determining whether the recognition criteria are met. The classification of consideration payable as either purchase consideration or remuneration is an area of judgement and estimate.
Subjectivity is also involved in PPA with the estimation of the future value of brands, technology, customer relationships and goodwill.
Contingent consideration payable on acquisitions
The Group has entered into certain acquisition agreements that provide for a contingent consideration to be paid. A financial instrument is recognised for all amounts management anticipates will be paid under the relevant acquisition agreement. This requires management to make an estimate of the expected future cash flows from the acquired business and determine a suitable discount rate for the calculation of the present value of any deferred contingent consideration payments. The carrying amount of contingent consideration provided for at 31 May 2017 was GBP4.4m (2016: GBP5.8m).
Provisions
As detailed in Note 14, the Group recognises provisions for client claims, contingent consideration payable on acquisitions, commission clawbacks, cash-settled share based payment awards and other obligations which exist at the reporting date. These provisions are estimates and the actual amount and timing of future cash flows are dependent on future events. Management reviews these provisions at each reporting date to ensure they are measured at the current best estimate of the expenditure required to settle the obligation. Any difference between the amounts previously recognised and the current estimate is recognised immediately in the statement of comprehensive income.
3. Business combinations
The Group completed one acquisition during the year. Transaction costs of GBP0.1m incurred during the course of the acquisition have been expensed and are included in administrative expenses in the consolidated statement of comprehensive income and operating cash flows in the consolidated statement of cash flows in the period in which they were incurred.
Acquisition of MC Trustees Limited
On 7 September 2016, Mattioli Woods plc acquired the entire issued share capital of Old Station Road Holdings Limited and its subsidiaries (together "MC Trustees"), a pension administration business based in Hampton-in-Arden in the West Midlands.
The acquisition has been accounted for using the acquisition method. The fair value of the identifiable assets and liabilities of MC Trustees as at the date of acquisition was:
Fair value recognised on
acquisition Fair value adjustments Previous carrying value
GBP000 GBP000 GBP000
--------------------------------- -------------------------------- ----------------------- ------------------------
Property, plant and equipment 18 - 18
Client portfolio 1,522 1,522 -
Cash at bank 172 - 172
Trade receivables 208 (68) 276
Other receivables 884 - 884
Assets 2,804 1,454 1,350
--------------------------------- -------------------------------- ----------------------- ------------------------
Trade and other payables (112) - (112)
Accruals and deferred income (625) (10) (615)
Other taxation and social
security (72) - (72)
Income tax (108) - (108)
Provisions (93) (80) (13)
Deferred tax liability (278) (274) (4)
Liabilities (1,288) (364) (924)
--------------------------------- -------------------------------- ----------------------- ------------------------
Total identifiable net assets at
fair value 1,516
Goodwill 869
Total acquisition cost 2,385
--------------------------------- --------------------------------
Analysed as follows:
Initial cash consideration 1,241
Adjustment to initial
consideration (14)
New shares in Mattioli Woods 250
Contingent consideration 1,000
Discounting of contingent
consideration (92)
Total acquisition cost 2,385
--------------------------------- --------------------------------
Cash outflow on acquisition
--------------------------------- --------------------------------
Cash paid 1,241
Cash acquired (172)
Acquired net assets adjustment (14)
Acquisition costs 130
Net cash outflow 1,185
--------------------------------- --------------------------------
MC Trustees specialises in the provision of personal service and strong technical advice. It is an excellent cultural and strategic fit with Mattioli Woods' existing pension business, providing pension administration and trustee services to over 1,500 SIPP and SSAS clients with over GBP400m of assets under administration. The acquisition brings additional scale to Mattioli Woods' existing operations and offers the opportunity to transfer MC Trustees' business onto Mattioli Woods' bespoke pension administration platform.
Synergies include the ability to promote additional services to existing and prospective clients of MC Trustees. In addition, the acquisition added further specialist expertise to the Group and its experienced management team has remained with the business. The goodwill recognised above is attributed to the expected benefits from combining the assets and activities of MC Trustees with those of the Group. The primary components of this residual goodwill comprise:
-- Revenue synergies expected to be available to Mattioli Woods as a result of the transaction; -- The workforce; -- The knowledge and know-how resident in MC Trustees' modus operandi; and
-- New opportunities available to the combined business, as a result of both MC Trustees and the existing business becoming part of a more sizeable listed company.
None of the recognised goodwill is expected to be deductible for income tax purposes. The client portfolio is being amortised on a straight-line basis over an estimated useful life based on the Group's historic experience.
From the date of acquisition MC Trustees has contributed GBP1.22m to revenue and GBP0.21m to the Group profit for the year. If the combination had taken place at the beginning of the year, Group revenue from continuing operations would have been GBP51.0m and the profit for the year would have been GBP6.3m.
Contingent consideration
The Group has entered into certain acquisition agreements that provide for contingent consideration to be paid. These agreements and the basis of calculation of the net present value of the contingent consideration are summarised below. While it is not possible to determine the exact amount of contingent consideration (as this will depend on the performance of the acquired businesses during the period), the Group estimates the fair value of contingent consideration payable within the next 12 months is GBP2.8m (2016: GBP2.3m).
On 7 September 2016 the Group acquired MC Trustees for total consideration of up to GBP2.5m, comprising initial consideration of GBP1.23m in cash plus 38,081 new ordinary shares of 1p each in Mattioli Woods plus contingent consideration of up to GBP1.0m payable in cash in the two years following completion if certain financial target based on growth in earnings before interest, tax, depreciation and amortisation are met. The Group estimates the fair value of the remaining contingent consideration at 31 May 2017 to be GBP0.9m using cash flows approved by the Board covering the contingent consideration period and expects the maximum contingent consideration will be payable.
On 8 September 2015 the Group acquired Taylor Patterson for an initial consideration comprising cash of GBP2.1m (excluding cash acquired with the business) and 419,888 shares in Mattioli Woods, plus contingent consideration of GBP3.3m payable in cash in the three years following completion if certain revenue and profit targets are met. The Group estimates the fair value of the remaining contingent consideration at 31 May 2017 to be GBP2.2m (2016: GBP3.1m) using cash flows approved by the Board covering the contingent consideration period and expects the maximum contingent consideration will be payable.
On 23 June 2015 the Group acquired Boyd Coughlan for initial consideration comprising cash of GBP3.9m (excluding cash acquired with the business) and 235,742 shares in Mattioli Woods, plus contingent consideration of GBP2.5m payable in cash in the two years following completion if certain profit targets are met. The Group estimates the fair value of the remaining contingent consideration at 31 May 2017 to be GBP1.2m (2016: GBP2.4m) using cash flows approved by the Board covering the contingent consideration period and expects the maximum contingent consideration will be payable.
On 11 August 2014 the Group acquired UKWM Pensions for initial cash consideration of GBP0.28m (excluding cash acquired with the business) plus contingent consideration of GBP0.08m payable in cash in the two years following completion if certain revenue targets are met. The Group estimates the net present value of the remaining contingent consideration at 31 May 2017 to be GBP0.04m (2016: GBP0.04m) using cash flows approved by the Board covering the contingent consideration period and expects the remaining contingent consideration will be payable.
On 23 April 2013, the Group acquired the trade and certain assets of Ashcourt Rowan Administration Limited, 100% of the share capital of Ashcourt Rowan Pension Trustees Limited and 100% of the share capital of Robinson Gear (Management Services) Limited for an initial cash consideration of GBP0.66m plus contingent consideration of up to GBP0.625m payable in cash in the five years following completion if certain targets are met based on growth in revenues and client retention during that period. During the year GBP0.25m of the remaining consideration payable was released to the Statement of Comprehensive Income as the number of new scheme referrals were lower than target. The Group estimates that at 31 May 2017 no further consideration will be payable so the remaining consideration is GBPnil (2016: GBP0.25m) using cash flows approved by the Board covering the contingent consideration period.
4. Revenue
Revenue disclosed in the consolidated statement of comprehensive income is analysed as follows:
2017 2016
GBP000 GBP000
---------------------- ------- -------
Rendering of services 49,070 40,282
Commission income 1,463 2,668
50,533 42,950
---------------------- ------- -------
5. Segment information
The Group's objective is to fully integrate the businesses it acquires, to enable it to deliver holistic solutions across its wide and diverse client base. During the year, the Group transferred the trade and assets of the Taylor Patterson Group Limited and its subsidiaries into Mattioli Woods. The Group's operating segments comprise the following:
-- Pension consultancy and administration - fees earned by Mattioli Woods for setting up and administering pension schemes. Additional fees are generated from consultancy services provided for special one-off activities and the provision of bespoke scheme banking arrangements. In prior years, fees earned for setting up and administering pension schemes under an advice--led model were reported separately for setting up and administering pension schemes under an administration--only model. Following the transfer of the trade and assets of City Pensions Limited to Mattioli Woods, these fees are reported as one operating segment;
-- Investment and asset management - income generated from the management and placing of investments on behalf of clients;
-- Property management - income generated where Custodian Capital manages collective property investment vehicles, facilitates direct commercial property investments on behalf of clients or acts as the external discretionary manager for Custodian REIT plc; and
-- Employee benefits - income generated by the Group's employee benefits operations.
Each segment represents a revenue stream subject to risks and returns that are different to other operating segments, although each operating segment's products and services are offered to broadly the same market. The Group operates exclusively within the United Kingdom.
Operating segments
The operating segments defined above all utilise the same intangible assets, property, plant and equipment and the segments have been financed as a whole, rather than individually. The Group's operating segments are managed together as one business. Accordingly, certain costs are not allocated across the individual operating segments, as they are managed on a group basis. Segment profit or loss reflects the measure of segment performance reviewed by the Board of Directors (the Chief Operating Decision Maker).
The following tables present revenue and profit information regarding the Group's operating segments for the two years ended 31 May 2017 and 2016 respectively.
Pension Investment
consultancy and
and asset Property Employee Total Corporate
Year ended administration management management benefits segments costs Consolidated
31 May 2017 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------- --------------- ------------- ------------ ------------- ----------- ------------- --------------
Revenue
External
client 18,869 21,079 5,178 5,407 50,533 - 50,533
Total
revenue 18,869 21,079 5,178 5,407 50,533 - 50,533
------------- --------------- ------------- ------------ ------------- ----------- ------------- --------------
Results
Segment
result 3,569 5,008 1,198 458 10,233 (2,584) 7,649
------------- --------------- ------------- ------------ ------------- ----------- ------------- --------------
Pension Investment
consultancy and
and asset Property Employee Total Corporate
Year ended administration management management benefits segments costs Consolidated
31 May 2016 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------- --------------- ------------- ------------ ------------- ----------- ------------- --------------
Revenue
External
client 16,563 17,054 4,066 5,267 42,950 - 42,950
Total
revenue 16,563 17,054 4,066 5,267 42,950 - 42,950
------------- --------------- ------------- ------------ ------------- ----------- ------------- --------------
Results
Segment
result 3,279 3,498 814 491 8,082 (1,791) 6,291
------------- --------------- ------------- ------------ ------------- ----------- ------------- --------------
Segment assets
The following table presents segment assets of the Group's operating segments:
31 May 31 May
2017 2016
GBP000 GBP000
---------------------------------------- ------- -------
Pension consultancy and administration 23,831 21,977
Investment and asset management 22,870 19,683
Property management 1,360 898
Employee benefits 11,649 11,311
Total segments 59,710 53,869
Corporate assets 37,546 35,658
Total assets 97,256 89,527
----------------------------------------- ------- -------
Segment assets exclude property, plant and equipment, certain items of computer software, investments, current and deferred tax balances, and cash balances, as these assets are considered corporate in nature and are not allocated to a specific operating segment. Acquired intangibles and amortisation thereon relate to a specific transaction and are allocated between individual operating segments based on the headcount or revenue mix of the cash generating units at the time of acquisition. The subsequent delivery of services to acquired clients may be across a number or all operating segments, comprising different operating segments to those the acquired intangibles have been allocated to.
Liabilities have not been allocated between individual operating segments, as they cannot be allocated on anything other than an arbitrary basis.
Corporate costs
Certain administrative expenses including acquisition costs, amortisation of software, depreciation of property, plant and equipment, irrecoverable VAT, legal and professional fees and professional indemnity insurance are not allocated between segments that are managed on a unified basis and utilise the same intangible and tangible assets.
Finance income and expenses, gains and losses on the disposal of assets, taxes, intangible assets and certain other assets and liabilities are not allocated to individual segments as they are managed on a group basis. Capital expenditure consists of additions of property, plant and equipment and intangible assets, including assets from the acquisition of subsidiaries.
31 May 31 May
2017 2016
Reconciliation of profit GBP000 GBP000
--------------------------------------------------- -------- -------
Total segments 10,233 8,082
Acquisition costs (378) (339)
Depreciation (606) (497)
Amortisation and impairment (259) (247)
Loss on disposal of assets (61) (56)
Unallocated overheads (1,030) (298)
Gain on revaluation of derivative financial asset 93 -
Bank charges (22) (17)
Finance income 45 122
Finance costs (291) (459)
Dilapidations (75) -
Group profit before tax 7,649 6,291
---------------------------------------------------- -------- -------
31 May 31 May
2017 2016
Reconciliation of assets GBP000 GBP000
----------------------------------- ------- -------
Segment operating assets 59,710 53,869
Property, plant and equipment 9,671 1,997
Intangible assets 1,964 1,608
Investments 86 79
Deferred tax asset 798 737
Prepayments and other receivables 1,938 1,428
Derivative financial asset 110 -
Cash and short-term deposits 22,979 29,809
Total assets 97,256 89,527
------------------------------------ ------- -------
Country-by-country reporting
HM Treasury has transposed the requirements set out under the Capital Requirements Directive IV ("CRD IV") and issued the Capital Requirements Country-by-Country Reporting Regulations 2013, effective 1 January 2014. The legislation requires Mattioli Woods plc (together with its subsidiaries) to publish certain additional information split by country, on a consolidated basis, for the year ended 31 May 2017.
Mattioli Woods plc and its subsidiaries are all incorporated in and operate from the United Kingdom. All employees of the Group hold contracts of employment in the United Kingdom. All turnover (revenue) and profit before tax is recognised on activities based in the United Kingdom. All tax paid and any subsidies received are paid to and received from UK institutions.
6. Earnings per ordinary share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the Company 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 Company 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.
The income and share data used in the basic and diluted earnings per share computations is as follows:
2017 2016
GBP000 GBP000
-------------------------------------------------------------------------------- ------- -------
Net profit and diluted net profit attributable to equity holders of the Company 6,356 5,245
Weighted average number of ordinary shares: 000s 000s
Issued ordinary shares at start period 25,205 20,372
Effect of shares issued during the year ended 31 May 2016 - 4,430
Effect of shares issued during the year ended 31 May 2017 455 -
Basic weighted average number of shares 25,660 24,802
Effect of dilutive options at the statement of financial position date 101 90
Diluted weighted average number of shares 25,761 24,892
-------------------------------------------------------------------------------- ------- -------
The Company has granted options under the Share Option Plan, the Consultants' Share Option Plan and the LTIP to certain of its senior managers and directors to acquire (in aggregate) up to 3.33% of its issued share capital (see Note 10). Under IAS 33 Earnings Per Share, contingently issuable ordinary shares are treated as outstanding and included in the calculation of diluted earnings per share if the conditions (the events triggering the vesting of the option) are satisfied. At 31 May 2017 the conditions attached to 777,480 options granted under the LTIP were not satisfied (2016: 696,574). If the conditions had been satisfied, diluted earnings per share would have been 24.0p per share (2016: 20.3p).
Since the reporting date and the date of completion of these financial statements the following transactions have taken place involving ordinary shares or potential ordinary shares:
-- The issue of 38,011 ordinary shares to satisfy the exercise of options under the Consultants' Share Option Plan;
-- The issue of 19,352 ordinary shares under the Mattioli Woods plc Share Incentive Plan; and -- The issue of 9,819 ordinary shares to satisfy the exercise of options under the LTIP.
7. Dividends paid and proposed
2017 2016
GBP000 GBP000
---------------------------------------------------- ------- -------
Declared and paid during the year:
Equity dividends on ordinary shares:
- Final dividend for 2016: 8.65p (2015: 7.16p) 2,187 1,790
- Interim dividend for 2017: 4.7p (2016: 3.85p) 1,203 964
Dividends paid 3,390 2,754
---------------------------------------------------- ------- -------
Proposed for approval by shareholders at the AGM:
Final dividend for 2017: 9.4p (2016: 8.65p) 2,432 2,187
---------------------------------------------------- ------- -------
8. Intangible assets
Internally generated
software Client portfolios
GBP000 Software GBP000 Goodwill Other Total
Group GBP000 GBP000 GBP000 GBP000
-------------------------- ------------------------- ---------- ------------------- ---------- -------- --------
Gross carrying amount:
At 1 June 2015 1,051 866 21,712 10,771 35 34,435
Arising on acquisitions - - 10,120 5,590 - 15,710
Additions 383 214 - - - 597
At 31 May 2016 1,434 1,080 31,832 16,361 35 50,742
Arising on acquisitions - - 1,522 869 - 2,391
Additions 155 461 - 23 - 639
At 31 May 2017 1,589 1,541 33,354 17,253 35 53,772
-------------------------- ------------------------- ---------- ------------------- ---------- -------- --------
Amortisation and
impairment:
At 1 June 2015 243 483 4,822 - 35 5,583
Amortisation during the
year 106 74 1,569 - - 1,749
At 31 May 2016 349 557 6,391 - 35 7,332
Amortisation during the
year 145 114 1,737 - - 1,996
At 31 May 2017 494 671 8,128 - 35 9,328
-------------------------- ------------------------- ---------- ------------------- ---------- -------- --------
Carrying amount:
At 31 May 2017 1,095 870 25,226 17,253 - 44,444
-------------------------- ------------------------- ---------- ------------------- ---------- -------- --------
At 31 May 2016 1,085 523 25,441 16,361 - 43,410
-------------------------- ------------------------- ---------- ------------------- ---------- -------- --------
At 31 May 2015 808 383 16,890 10,771 - 28,852
-------------------------- ------------------------- ---------- ------------------- ---------- -------- --------
Internally generated software
GBP000 Client portfolios
Software GBP000 Goodwill Total
Company GBP000 GBP000 GBP000
------------------------------ ----------------------------- ---------- ------------------- ---------- --------
Gross carrying amount:
At 1 June 2015 1,051 766 19,658 10,771 32,246
Transfer from group companies - - 909 - 909
Additions 383 207 - - 590
At 31 May 2016 1,434 973 20,567 10,771 33,745
Transfer from Group companies - - 4,693 4,120 8,813
Additions 155 457 - - 612
At 31 May 2017 1,589 1,430 25,260 14,891 43,170
------------------------------ ----------------------------- ---------- ------------------- ---------- --------
Amortisation and impairment:
At 1 June 2015 243 417 2,768 - 3,428
Amortisation during the year 106 68 1,170 - 1,344
At 31 May 2016 349 485 3,938 - 4,772
Amortisation during the year 145 106 1,404 - 1,655
At 31 May 2017 494 591 5,342 - 6,427
------------------------------ ----------------------------- ---------- ------------------- ---------- --------
Carrying amount:
At 31 May 2017 1,095 839 19,918 14,891 36,743
------------------------------ ----------------------------- ---------- ------------------- ---------- --------
At 31 May 2016 1,085 488 16,629 10,771 28,973
------------------------------ ----------------------------- ---------- ------------------- ---------- --------
At 31 May 2015 808 349 16,890 10,771 28,818
------------------------------ ----------------------------- ---------- ------------------- ---------- --------
Software
Software is amortised over its useful economic life of four years on a reducing balance basis. Internally generated software represents the development costs of the Group's bespoke customer relationship management, administration and trading platform. The directors believe this technology will be the principal technology platform used throughout the Group for the foreseeable future. Internally generated software is amortised on a straight-line basis over an estimated useful life of 10 years.
Client portfolios
Client portfolios represent individual client portfolios acquired through business combinations. Client portfolios are amortised on a straight-line basis over an estimated useful life of between 10 and 25 years, based on the Group's historic experience.
Goodwill
Goodwill arises where the price paid for an acquisition is greater than the fair value of the net assets acquired. Goodwill arising on business combinations is subject to annual impairment testing.
Other intangibles
Other intangibles represent external costs incurred in obtaining a licence. Other intangibles are amortised on a straight-line basis over a useful economic life of three years.
9. Investment in associate and related derivative
Investment in associate
On 6 February 2017 the Group acquired 49% of the ordinary share capital of Amati Global Investors Limited ("Amati") from Amati Global Partners LLP plus an option over the remaining ordinary share capital of Amati for a total consideration of GBP3.39m, comprising GBP1.65m in cash and GBP1.74m of new ordinary shares in Mattioli Woods.
Amati is a fund management firm founded in 2010 by Paul Jourdan and Douglas Lawson following the management buyout of Noble Fund Managers Limited. It focuses on small and mid-sized companies, with a universe ranging from fully listed constituents of the FTSE Mid 250 and FTSE Small Cap indices, to stocks quoted on AIM. At the date of acquisition it managed GBP120m of funds, including the TB Amati UK Smaller Companies Fund; two AIM Venture Capital Trusts - Amati VCT and Amati VCT 2; and an AIM IHT portfolio service. Amati's principal place of business is the United Kingdom.
The Group exercises significant influence by virtue of its contractual right to appoint a minority of directors to Amati's board of directors. The option held by the Group to acquire the remaining shares in Amati is not exercisable until 6 February 2019. In addition, the Group has no other rights which would allow it to exercise control over Amati's operations. Therefore, the Group is not judged to control Amati and it is not consolidated.
The movement in the Group's investment in associate is as follows:
2017 2016
Investment in associate - Group and Company GBP000 GBP000
---------------------------------------------- ------- -------
At 1 June - -
Investment in Amati Global Investors Limited 3,368 -
Share of profit for the period 120 -
Share of other comprehensive income 5
Amortisation of fair value intangibles (17) -
At 31 May 3,476 -
---------------------------------------------- ------- -------
Other comprehensive income represents a movement in Amati's revaluation reserve recognised directly in equity.
The results of Amati from the date of acquisition and its aggregated assets and liabilities as at 31 May 2017 are as follows:
Assets Liabilities Revenue Profit
Name Country of incorporation GBP000 GBP000 GBP000 GBP000 Interest held
------------------------------ -------------------------- -------- ------------ -------- -------- --------------
Amati Global Investors
Limited Scotland 1,832 468 781 245 49%
Group's share of profit 120
---------------------------------------------------------- -------- ------------ -------- -------- --------------
The net assets of Amati as at the date of investment were GBP1,108,749. At 31 May 2017 the net assets of Amati had increased by GBP255,632 to GBP1,364,382, increasing the Group's interest in the associate by GBP125,260 during the period.
Derivative financial instruments
As part of the transaction to acquire its holding in Amati, Mattioli Woods also entered into an option agreement with the Seller which entitles Mattioli Woods to acquire the remaining 51% of Amati in the two years commencing 6 February 2019 for a mixture of cash and Mattioli Woods' ordinary shares ("the Option"). If Mattioli Woods does not exercise the Option to acquire the remaining stake from the Seller, the Seller has an option to buy Mattioli Woods' shareholding back for the original consideration paid.
The fair value of the option contract at the date of acquisition was GBP16,859. At 31 May 2017, the fair value of the option contract was GBP109,974 (2016: GBPnil) (Note 11). The fair value of the option contract is calculated using an option valuation model.
10. Share based payments
Consultants' Share Option Plan
The Company also operates the Consultants' Share Option Plan by which certain senior executives are able to subscribe for ordinary shares in the Company. Options granted under the Consultants' Share Option Plan are summarised as follows:
Exercise price At 1 June 2016 Exercised during the year At 31 May 2017
Date of grant GBP No. No. No.
----------------- -------------- -------------- ------------------------- --------------
4 September 2007 2.79 68,113 (30,102) 38,011
8 September 2009 2.16 75,812 (13,470) 62,342
143,925 (43,572) 100,353
----------------- -------------- -------------- ------------------------- --------------
The exercise price of the options is equal to the market price of the shares at the close of business on the day immediately preceding the date of grant. The options vest when the option holders achieve certain individual performance hurdles. No options vested during the year as a result of the associated performance conditions being fulfilled. If the performance hurdles, which are linked to individual sales revenues, are not met over the five financial years commencing on 1 June before the date of grant, the options lapse.
Long--Term Incentive Plan
During the year, Mattioli Woods granted awards to the Company's executive directors and certain senior employees under the LTIP. Conditional share awards ("Equity-settled") grant participating employees a conditional right to become entitled to options with an exercise price of 1 pence over ordinary shares in the Company. Conditional cash awards ("Cash-settled") grant participating employees a conditional right to be paid a cash amount based on the proceeds of the sale of a specified number of Ordinary Shares following the vesting of the award. Movements in the LTIP scheme during the period were as follows:
31 May 2017 31 May 2017 31 May 2016 31 May 2016
Equity-settled Cash-settled Equity-settled Cash-settled
LTIP options No. No. No. No.
-------------------------- --------------- ------------- --------------- -------------
Outstanding as at 1 June 696,574 266,650 410,032 266,650
Granted during the year 294,340 - 292,574 -
Exercised during the year (183,269) (148,149) - -
Forfeited during the year (200) - (6,032) -
Outstanding at 31 May 807,445 118,501 696,574 266,650
---------------------------- --------------- ------------- --------------- -------------
Exercisable at 31 May 29,965 - - -
---------------------------- --------------- ------------- --------------- -------------
The LTIP awards are subject to the achievement of corporate profitability targets measured over a three year performance period and will vest following publication of the Group's audited results for the final performance year. The amounts shown above represent the maximum opportunity for the participants in the LTIP.
Share Incentive Plan
The Company introduced the Mattioli Woods plc Share Incentive Plan ("the SIP") in July 2008. Participants in the SIP are entitled to purchase, at market value, up to a prescribed number of new 1p ordinary shares in the Company at the end of each month for which they will receive a like for like matching share. These ordinary shares rank pari passu with existing issued ordinary shares of the Company.
A total of 94,392 (2016: 99,972) new ordinary shares were issued to the 308 (2016: 218) employees who participated in the SIP during the year. At 31 May 2017 the SIP held 553,658 (2016: 508,218) shares on their behalf.
Share based payments expense
The expense for share based payments made in respect of employee services under the LTIP is recognised over the expected vesting period of the awards. The expense recognised during the year ended 31 May 2017 is GBP1,610,790 (2016: GBP1,351,505), of which GBP949,395 arises from equity-settled share based payment transactions (2016: GBP595,665) and GBP661,395 arises from cash-settled share based payment transactions (2016: GBP755,841).
The expense for share based payments made in respect of employee services under the Share Option Plan and the Consultants' Share Option Plan is recognised over the expected vesting period of the awards. The expense recognised during the year ended 31 May 2017 was GBPnil (2016: GBPnil), which arises entirely from equity-settled share based payment transactions.
The expense for share based payments in respect of "Matching shares" issued under the SIP is recognised in the period the shares are granted to the participating employee. The expense recognised during the year ended 31 May 2017 is GBP291,146 (2016: GBP242,913), which arises entirely from equity-settled share based payment transactions.
Summary of share options
The following table illustrates the number and weighted average exercise prices ("WAEP") of, and movements in, share options during the year.
2017 2016
2017 WAEP 2016 WAEP
Share options No. GBP No. GBP
--------------------------- ---------- ------ ---------- ------
Outstanding as at 1 June 840,499 0.43 835,295 1.17
Granted during the year 294,340 0.01 292,574 0.01
Exercised (226,841) 1.57 (281,338) 2.19
Forfeited during the year (200) 0.01 (6,032) -
Outstanding at 31 May 907,798 0.27 840,499 0.43
--------------------------- ---------- ------ ---------- ------
Exercisable at 31 May 130,318 1.85 143,925 2.46
--------------------------- ---------- ------ ---------- ------
The weighted average share price at the date of exercise for share options exercised during the year was GBP7.31 (2016: GBP5.48). For the share options outstanding as at 31 May 2017, the weighted average remaining contractual life is 4.0 years (2016: 4.0 years). The WAEP for options outstanding at the end of the year was GBP0.27 (2016: GBP0.43), with the option exercise prices ranging from GBP0.01 to GBP2.79.
The fair value of equity-settled share options granted is estimated as at the date of grant using the Black Scholes Merton model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used to estimate the fair value of options granted during the year ended 31 May 2017:
LTIP
------------------------------------- --------
Share price at date of grant GBP6.55
Option exercise price GBP0.01
Expected life of option (years) 4.5
Expected share price volatility (%) 17.5
Dividend yield (%) 2.21
Risk-free interest rate (%) 0.81
The share price at date of grant for options issued under the LTIP is based on the market value of the shares on that date. The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options grant were incorporated into the measurement of fair value.
The share price at 31 May 2017 and movements during the year are set out in the Directors' Remuneration Report.
11. Derivative financial asset
Group Company Group Company
2017 2017 2016 2016
GBP000 GBP000 GBP000 GBP000
------------------------------------- ------- -------- ------- --------
Derivative financial asset (Note 9) 110 110 - -
110 110 - -
------------------------------------- ------- -------- ------- --------
The only derivative financial instrument held by the Group is an option contract over shares in the Group's associate. The option contract is carried at fair value.
12. Cash and short-term deposits
For the purpose of the statement of cashflows, cash and cash equivalents comprise the following at 31 May 2017:
Group Company Group Company
2017 2017 2016 2016
GBP000 GBP000 GBP000 GBP000
--------------------------- -------- -------- -------- --------
Cash at banks and on hand 22,979 12,172 29,809 21,381
Bank overdrafts - - - -
Cash and cash equivalents 22,979 12,172 29,809 21,381
--------------------------- -------- -------- -------- --------
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and short-term deposits is GBP23.0m (2016: GBP29.8m).
Due to the headroom the Group's current cash balances provide on its projected working capital requirements, the Group has not renewed its overdraft facility. Management will continue to review the level of bank facilities the Group may require going forward.
13. Issued capital and reserves
Ordinary shares
Ordinary shares of 1p
Share capital of 1p GBP
--------------------------------------------- ---------------- ----------------
Authorised
At 1 June 2015, 31 May 2016 and 31 May 2017 30,000,000 300,000
--------------------------------------------- ---------------- ----------------
Issued and fully paid
At 1 June 2015 20,372,565 203,726
Placing 3,795,918 37,959
Exercise of employee share options 281,338 2,813
Shares issued under the SIP 99,972 1,000
Shares issued for consideration 655,630 6,556
At 31 May 2016 25,205,423 252,054
Exercise of employee share options 226,841 2,268
Shares issued under the SIP 94,392 944
Shares issued for consideration 262,508 2,625
At 31 May 2017 25,789,164 257,891 --------------------------------------------- ---------------- ----------------
Rights, preferences and restrictions on shares
All ordinary shares carry equal rights and no privileges are attached to any shares in the Company. All the shares are freely transferable, except as otherwise provided by law. However:
-- The former shareholders of Thoroughbred Wealth Management Limited ("the TWM Sellers") have entered into a lock-in deed with Mattioli Woods and its nominated adviser and broker, Canaccord Genuity Limited, restricting sales of that part of the consideration comprising 946,256 ordinary shares in Mattioli Woods during the four years ending 29 July 2017;
-- The former shareholders of Boyd Coughlan Limited ("the BCL Sellers") have entered into a lock-in deed with Mattioli Woods and its nominated adviser and broker, Canaccord Genuity Limited, restricting sales of that part of the consideration comprising 235,742 ordinary shares in Mattioli Woods during the two years ending 23 June 2017;
-- The former shareholders of Taylor Patterson ("the Taylor Patterson Sellers") have entered into a lock-in deed with Mattioli Woods and its nominated adviser and broker, Canaccord Genuity Limited, restricting sales of that part of the consideration comprising 419,888 ordinary shares in Mattioli Woods during the three years ending 8 September 2018;
-- The former shareholder of Old Station Road Holdings Limited ("the MCT Seller") has entered into a lock-in deed with Mattioli Woods and its nominated adviser and broker, Canaccord Genuity Limited, restricting sales of that part of the consideration comprising 38,081 ordinary shares in Mattioli Woods during the two years ending 6 September 2018; and
-- The former shareholders of Amati Global Investors Limited ("the Amati Sellers") have entered into a lock-in deed with Mattioli Woods and its nominated adviser and broker, Canaccord Genuity Limited, restricting sales of that part of the consideration comprising 224,427 ordinary shares in Mattioli Woods during the two years ending 7 February 2019.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets.
Share schemes and share incentive plan
The Company has three share schemes under which options to subscribe for the Company's shares have been granted to certain executives and senior employees (Note 10).
The Company also operates a share incentive plan. Participants in the SIP are entitled to purchase up to a prescribed number of new ordinary shares in the Company in any year. At the Directors' discretion, the Company may also award additional shares to participants in the SIP. Ordinary shares issued under the SIP rank pari passu with existing issued ordinary shares of the Company. Dividends paid on shares held within the SIP are used to buy new ordinary shares in the Company of 1p each.
Other reserves
Merger Equity - share based Capital redemption
Share premium Reserve payments reserve Retained earnings
Group GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- ---------------- --------- --------------------- ---------------------- ------------------
At 1 June 2015 8,689 4,838 997 2,000 22,739
Reserve transfer - - (161) - 161
Share based payments - - 596 - -
Shares issued under 594 - - - -
the SIP
Shares issued as - 3,693 - - -
initial consideration
for BCL and TPL
Shares issued on 613 - - - -
exercise of options
Costs of issuing new (693) - - - -
shares
Current tax taken to - - 149 - -
equity
Deferred tax taken to - - 61 - -
equity
Profit for the
financial year - - - - 5,245
Dividends paid - - - - (2,754)
New shares issued 18,562 - - - -
At 31 May 2016 27,765 8,531 1,642 2,000 25,391
Reserve transfer - - (309) - 309
Share based payments - - 949 - -
Shares issued under 699 - - - -
the SIP
Shares issued as - 250 - - -
initial consideration
for MC Trustees
Shares issued as 1,737 - - - -
initial consideration
for 49% interest in
Amati
Shares issued on 113 - - - -
exercise of options
Current tax taken to - - 237 - -
equity
Deferred tax taken to - - 52 - -
equity
Profit for the
financial year - - - - 6,356
Dividends paid - - - - (3,390)
Share of other
comprehensive income
from associated
company - - - - 5
At 31 May 2017 30,314 8,781 2,571 2,000 28,671
---------------------- ---------------- --------- --------------------- ---------------------- ------------------
Merger Equity - share based Capital redemption
Share premium reserve payments reserve Retained earnings
Company GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- -------------- --------- --------------------- ---------------------- --------------------
At 1 June 2015 8,689 4,838 976 2,000 20,048
Reserve transfer - - (140) - 140
Share based payments - - 596 - -
Shares issued as - 3,693 - - -
initial consideration
for BCL and TPL
Shares issued under 594 - - - -
the SIP
Shares issued on 613 - - - -
exercise of options
Deferred tax - - 61 - -
recognised in equity
Profit for the
financial year - - - - 5,053
Dividends paid - - - - (2,754)
Current tax charge - - 149 - -
taken to equity
Costs of issuing new (693) - - - -
shares
New shares issued 18,562 - - - -
At 31 May 2016 27,765 8,531 1,642 2,000 22,487
Reserve transfer - - (309) - 309
Share based payments - - 949 - -
Shares issued as - 250 - - -
initial consideration
for MC Trustees
Shares issued as 1,737 - - - -
initial consideration
for 49% interest in
Amati
Shares issued under 699 - - - -
the SIP
Shares issued on 113 - - - -
exercise of options
Deferred tax - - 52 - - recognised in equity Profit for the financial year - - - - 4,481 Dividends paid - - - - (3,390) Current tax charge - - 237 - - taken to equity Share of other comprehensive income from associated company - - - - 5 At 31 May 2017 30,314 8,781 2,571 2,000 23,892 ---------------------- -------------- --------- --------------------- ---------------------- --------------------
The Company has issued options to subscribe for the Company's shares under three employee share schemes (Note 10). The cost of exercised or lapsed share options has been derecognised from equity-share based payments and re-allocated to retained earnings as required by IFRS2 Share-based Payments.
The following table describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
--------------------------- -------------------------------------
Share premium Amounts subscribed for share
capital in excess of nominal
value less any associated
issue costs that have been
capitalised.
Merger reserve Where shares are issued as
consideration for shares in
another company, the excess
of the fair value of the shares
acquired over the nominal
value of the shares issued
is recognised in the merger
reserve.
Capital redemption reserve Amounts transferred from share
capital on redemption of issued
shares.
Equity - share based The fair value of equity instruments
payments granted by the Company in
respect of share based payment
transactions less options
exercised.
Retained earnings All other net gains and losses
and transactions with owners
(e.g. dividends) not recognised
elsewhere.
14. Financial liabilities and provisions
Employers'
NIC on LTIP
Contingent Client share Onerous cash
consideration claims Dilapidations Clawbacks options contracts liability Total
Group GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
-------------- -------------- --------- -------------- ---------- ----------- ---------- ----------- ---------
At 1 June
2016 5,800 532 413 308 624 152 1,263 9,092
Unwinding of
discount 242 - - 31 273
Arising
during the
year 890 510 90 132 419 661 2,702
Acquisitions
(Note 3) - 63 30 - - - 93
Paid during
the year (2,250) (387) - - (306) (1,111) (4,054)
Unused
amounts
reversed (264) (191) (16) (316) - (77) (864)
At 31 May
2017 4,418 527 517 124 737 75 844 7,242
-------------- -------------- --------- -------------- ---------- ----------- ---------- ----------- ---------
Current 2016 2,299 532 63 308 - 152 - 3,354
Non-current
2016 3,501 - 350 - 624 - 1,263 5,738
At 31 May
2016 5,800 532 413 308 624 152 1,263 9,092
-------------- -------------- --------- -------------- ---------- ----------- ---------- ----------- ---------
Current 2017 2,830 527 - 124 - 75 844 4,400
Non-current
2017 1,588 - 517 737 - - 2,842
At 31 May
2017 4,418 527 517 124 737 75 844 7,242
-------------- -------------- --------- -------------- ---------- ----------- ---------- ----------- ---------
Employers'
NIC on LTIP
Loan Contingent Client share Onerous cash
note consideration claims Dilapidations Clawbacks options contracts liability Total
Company GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------- -------- -------------- ------- -------------- ---------- ----------- ---------- ---------- --------
At 1 June
2016 - 5,800 457 350 294 624 118 1,263 8,906
Unwinding of
discount - 242 - - - - - 31 273
Arising
during the
year 8,525 890 489 90 127 419 - 661 11,201
Transfer
from Group
companies - - 50 62 1 - 35 - 148
Paid during
the year - (2,250) (353) - - (306) - (1,111) (4,020)
Unused
amounts
reversed - (264) (191) (15) (316) - (78) - (864)
At 31 May
2017 8,525 4,418 452 487 106 737 75 844 15,644
------------- -------- -------------- ------- -------------- ---------- ----------- ---------- ---------- --------
Current 2016 - 2,299 457 - 294 - 118 - 3,168
Non-current
2016 - 3,501 - 350 - 624 - 1,263 5,738
At 31 May
2016 - 5,800 457 350 294 624 118 1,263 8,906
------------- -------- -------------- ------- -------------- ---------- ----------- ---------- ---------- --------
Current 2017 - 2,830 452 - 106 - 75 844 4,307
Non-current
2017 8,525 1,588 - 487 - 737 - - 11,337
At 31 May
2017 8,525 4,418 452 487 106 737 75 844 15,644
------------- -------- -------------- ------- -------------- ---------- ----------- ---------- ---------- --------
Loan notes due to subsidiary undertakings
On 31 August 2016 the trade and assets of the Taylor Patterson Group Limited and its subsidiaries Taylor Patterson Financial Planning Limited and Taylor Patterson Associates Limited (together "the Business" were transferred to the Company. The trade and assets were exchanged for loan notes equal to the book value of the assets and assumed liabilities of the Business as at 31 August 2016, attracting annual interest on the outstanding principal at a rate of 3% above the Bank of England base rate.
Contingent consideration
The Group has entered into certain acquisition agreements that provide for contingent consideration to be paid. Details of these agreements and the basis of calculation of the net present value of the contingent consideration is summarised in Note 3. The Group estimates the net present value of the financial liability payable within the next 12 months is GBP2.8m (2016: GBP2.3m).
Client claims
A provision is recognised for the estimated potential liability when the Group becomes aware of a possible client claim. No discount rate is applied to the projected cash flows due to their short term nature.
Dilapidations
Under the terms of the leases for the Group's premises, the Group has an obligation to return the properties in a specified condition at the end of the lease term. The Group provides for the estimated net present value of the cost of any dilapidations. The discount rate applied to the cash flow projections is 5.0%.
Clawbacks
The Group receives certain initial commissions on indemnity terms and hence the Group provides for the expected level of clawback, based on past experience. No discount rate is applied to the projected cash flows due to their short term nature.
Onerous contracts
The Group acquired onerous contracts for the provision of certain IT systems on the acquisition of Ashcourt Rowan's pension business and on the acquisition of UKWM Pensions. Management has assessed the expected benefits and costs associated with these contracts and concluded that the costs of the obligation exceed the benefits to the extent that it is appropriate to provide against these contracts in full.
LTIP cash liability
The Group has granted cash settled options to certain Executive Directors. The amount of any cash entitlement on vesting of an award will be directly linked to the value of a specified number of the Company's shares at the vesting date.
15. Commitments and contingencies
Operating lease agreements - Group as lessee
Mattioli Woods plc has entered into three commercial leases for its premises at Grove Park, Enderby. The lease for the Head Office, MW House, has a duration of 20 years, from 10 June 2005. The amount of annual rental is to be reviewed at three-yearly intervals. The first lease for part of the ground floor of Gateway House (an office building adjacent to MW House) has a duration of ten years from 1 February 2008. A second lease for part of the ground floor of Gateway House has a duration of ten years from 1 December 2009. For both leases, the amount of annual rental is to be reviewed at the end of the fifth year.
Mattioli Woods plc has also entered into commercial leases for its premises at:
-- 8 Queens Terrace, Aberdeen, which expires 31 May 2023. The annual rental is GBP148,000;
-- Cheveley House, Fordham Road, Newmarket, which expires on 24 December 2023, with next break clause of 24 December 2018. The annual rental is GBP115,500;
-- Lanson House, Winckley Gardens, Mount Street, Preston, which expires on 31 July 2022. The annual rental is GBP62,000;
-- Investment House, 22-26 Celtic Court, Ballmoor, Buckingham, which expires on 11 April 2022. The annual rental is GBP35,000;
-- Glasgow, 120 West Regent Street, which expires on 31 January 2022. The annual rent is GBP48,844 plus GBP2,500 per annum for car parking;
-- Manchester (Fully serviced office), 13(th) Floor, Piccadilly Plaza, License expires on 31 October 2017, the annual rent is GBP16,200;
-- London, 3(rd) Floor, 87/89 Baker Street, Lease expires on 31 October 2021. The annual rent is GBP92,500; and
-- Solihull, Enterprise House, Unit 1, 2 & 3, lease expires on 13 June 2022, with a break on 14 June 2019. The annual rent is GBP63,434.
As part of certain acquisitions, the Group acquired operating lease obligations for office equipment. No restrictions were placed upon the Group by entering into these leases. Future minimum rentals payable under non-cancellable operating leases as at 31 May are as follows:
Office equipment Land and buildings
2017 2016 2017 2016
Group GBP000 GBP000 GBP000 GBP000
--------------------------------------------- --------- -------- ---------- ---------
Not later than one year 1 2 867 706
After one year but not more than five years 1 2 3,052 1,724
More than five years - - 966 1,130
2 4 4,885 3,560
--------------------------------------------- --------- -------- ---------- ---------
Office equipment Land and buildings
2017 2016 2017 2016
Company GBP000 GBP000 GBP000 GBP000
--------------------------------------------- --------- -------- ---------- ---------
Not later than one year 1 2 804 627
After one year but not more than five years 1 2 2,798 1,476
More than five years - - 964 1,057
2 4 4,566 3,160
--------------------------------------------- --------- -------- ---------- ---------
Group operating lease charges during the year were GBP863,044 (2016: GBP797,604) for land and buildings and GBP18,553 (2016: GBP5,685) for office equipment.
Capital commitments
At 31 May 2017 the Group had capital commitments amounting to GBP7.6m (2016: GBP14.0m). In August 2015, Mattioli Woods (New Walk) Limited entered into a development agreement with Ingleby (1245) Limited, a company owned and controlled by Sowden Group Limited to build a new 50,000 square foot office on the site of the former Leicester City Council headquarters at New Walk, Leicester.
The expected expenditure for the development is circa GBP15.0m including fit out costs and irrecoverable VAT, which will be funded through a combination of existing cash resources, bank funding and future operating cashflows. Construction commenced in May 2016, with construction scheduled to complete in late 2017 for occupancy in 2018.
There are pre-existing conditions retained by Leicester City Council over the transfer of title of the land to Mattioli Woods, which the directors are confident will be satisfied on completion of the development.
Sponsorship agreement
In July 2016, the Group entered in to a three-year sponsorship agreement with rugby giants Leicester Tigers to strengthen the Group's brand awareness. The agreement includes shirt sponsorship on the Tigers' home and away shirts, a dedicated Mattioli Woods stand at the 26,000 capacity Welford Road stadium, corporate hospitality rights and the provision of exclusive content to Tigers fans. As at 31 May 2017 this agreement still had just over two years to run.
Client claims
The Group operates in a legal and regulatory environment that exposes it to certain litigation risks. As a result, the Group occasionally receives claims in respect of products and services provided and which arise in the ordinary course of business. The Group provides for potential losses that may arise out of contingencies (Note 14).
In-specie pension contributions
As has been widely reported in the media, HMRC has recently challenged all SIPP providers on whether pension contributions could be made in-specie. As a result there are a number of tax relief claims made on behalf of our clients that have been challenged and we expect to receive assessment notices which could amount to GBP0.9m. These will be appealed.
Irrespective of the result of HMRC's claims, the impact on the financial position of the Group is expected to be neutral.
FSCS levy
The arrangements put in place by the Financial Services Compensation Scheme ("FSCS") to protect depositors and investors from loss in the event of failure of financial institutions has resulted in significant levies on the industry in recent years.
There is uncertainty over the level of future FSCS levies as they depend on the ultimate cost to the FSCS of industry failures. The group contributes to the investment intermediation levy class and accrues levy costs for future levy years when the obligation arises. No provision has been made in these financial statements for any FSCS interim levy in the year ended 31 May 2017.
16. Events after the reporting date
Taxation
On 15 September 2016 the Finance Bill 2016 received Royal Assent, therefore enacting proposals that were announced in the 2016 budget, Autumn Statement 2015 and Summer Budget 2015. The rate of corporation was 20% from April 2015. This reduced to 19% from April 2017 and will reduce to 17% from April 2020.
These rate changes will affect the amount of future cash tax payments to be made by the Group and will also reduce the size of the Group's deferred tax assets and liabilities in the Group's statement of financial position.
17. Financial information
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 May 2017 or 2016 but is derived from those accounts. Statutory accounts for 2016 have been delivered to the registrar of companies, and those for 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
18. Distribution of the annual report and accounts to members
The annual report and accounts will be posted to shareholders in due course, and will be available on our website (www.mattioliwoods.com) and for inspection by the public at the Group's head office address: MW House, 1 Penman Way, Grove Park, Enderby, Leicester LE19 1SY during normal business hours on any weekday. Further copies will be available on request.
The Company's annual general meeting will take place on 26 October 2017 at the Group's head office.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR USARRBBAKRUR
(END) Dow Jones Newswires
September 05, 2017 02:00 ET (06:00 GMT)
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