TIDMQYM
RNS Number : 9604Z
Quayle Munro Holdings PLC
14 March 2013
Quayle Munro Holdings PLC
Interim Report 2012
for the six months ended 31 December 2012
Company registration number
SC 72014
Highlights
-- Credible outcome in difficult market conditions.
-- Revenue GBP4.8m compared with GBP3.8m in 2011 (restated to
exclude the divested Edinburgh operation), an increase of 26%.
-- Profit after tax of GBP0.5m (2011: loss GBP0.5m).
-- Advised on a number of major transactions, including the sale
of Wood Mackenzie to Hellman & Friedman.
-- Good current pipeline of potential and mandated work across the business.
-- Interim dividend of 11p per share has been declared (2011: 11p per share).
-- Net assets of GBP31.5m (2011: GBP39.7m).
Christopher Kemball, Chairman, commented: "There has been an
improvement in our pipeline of potential and mandated assignments
in the second half of the financial year; however it continues to
be difficult to anticipate the timing of completion of
transactions. Although macro-economic conditions continue to be
uncertain, we remain positive about the full year outcome. We
intend to continue to invest in the development of the business
within a framework of tight cost control and a strong balance
sheet."
For further information:
Andrew Adams, Chief Executive, Quayle Munro: +44 (0)20 7907
4200
Sandy Fraser, N+1 Singer: +44 (0) 20 7496 3178
Jonny Franklin-Adams, N+1 Singer: +44 (0)20 7496 3000
Chairman and Chief Executive's Statement
Results
The first half of our financial year has been characterised by
economic and financial uncertainty. However, the Group achieved a
resilient performance overall as we continued to benefit from our
leading market position in media and technology advisory services
and our strong balance sheet.
The Group result was ahead of the first six months of last year.
Revenues for the period were GBP4.8m compared with GBP3.8m
(restated to exclude the Edinburgh operation) for the previous
period, an increase of 26%.
The profit on ordinary activities after taxation for the period
was GBP0.5m compared with a loss of GBP0.5m, after discontinued
operations, for the previous period. The profit after taxation
includes a GBP0.2m share of profit of Quayle Munro Project Finance
(see below) and is stated after administrative expenses of GBP3.8m,
comprising salary, overheads, accrued bonus and head office costs
(2011: GBP3.0m restated), and other expenses of GBP0.5m, comprising
long term incentive scheme and deferred bonus costs (2011: GBP0.5m
restated).
Basic earnings per share were 12.1p (2011: loss per share of
11.2p) with fully diluted earnings per share of 12.0p (2011: loss
per share of 10.3p).
In September 2012 the disposal of Quayle Munro's non-core
Edinburgh-based project advisory business to its senior management
team was completed. Quayle Munro Project Finance LLP ("QMPF") was
established by the senior management team and Quayle Munro has
retained a 30% membership interest in QMPF. In return for the
Group's interest, Quayle Munro provided QMPF with GBP0.4m in cash
for working capital and a loan facility. From 1 January 2013 the
management of QMPF has the right to repurchase up to the whole of
the Group's membership interest subject to a minimum 20% IRR being
earned by the Group on all capital employed. QMPF contributes to
accommodation, finance and compliance costs. As an associate, the
Group's investment has been equity accounted within these financial
statements. The previous period's statement of comprehensive income
has been restated to exclude the discontinued operations which were
divested in the second half of 2012.
Board changes
Christopher Kemball joined the Board as Non-Executive Chairman
and Peter Norris and David Fitzsimons joined the Board as
Non-Executive Directors following the Annual General Meeting on 14
November 2012; Peter Norris is Chairman of the Audit Committee and
David Fitzsimons is Chairman of the Remuneration Committee. Ian
McLean remains as Senior Independent Director. Simon Woolton, our
Chief Operating Officer since 2010, joined the Board at the same
time as an Executive Director to take on the additional
responsibility of Group Chief Financial Officer. Glen Lewy joined
the Board as a Non-Executive Director on 16 January 2013. All the
new Directors have a background in developing corporate finance
advisory businesses and successful track records in making
principal investments.
The following Directors resigned on 14 November 2012: Brian
Finlayson, Tim Guinness and Nick Lyons. Andrew Tuckey, the previous
Chairman, also resigned from the Board but remains with the Group
as a senior adviser. The Board would like to record their thanks
and appreciation for the service they have all given to the
Company.
New strategy
The Company has an excellent position in the business to
business data analytics and software sector within media and
technology, particularly in advising entrepreneurs and financial
sponsors on the sale of their businesses. Our strategy is to build
out this capability into adjacent sectors including financial
technology and marketing and communications by hiring key bankers
with strong franchises. We also plan to add two to three additional
sectors which have the same characteristics as the media and
technology sectors, namely high growth, strong entrepreneurial
content, relationship driven, attractive to venture capital and
significant M&A activity.
As described below, the Group has cash of around GBP15m and has
no borrowings. Our new strategy is gradually to invest this cash,
after prudently providing reserves for liquidity and follow-on
investments, in high growth unlisted companies with strong
management teams, in sectors which we cover on the advisory side
and where we have an already strong relationship. A good example of
this new investment strategy is our latest investment in MLex
Limited ("MLex") which is described in more detail below.
Advisory business
During the period we advised on a number of completed deals,
notably the sale of Wood Mackenzie, the leading content, analytics
and consulting business, on behalf of Charterhouse Development
Capital to Hellman & Friedman for GBP1.1 billion in July 2012.
We also advised on the sale of: Mekentosj, a developer of academic
reference management software, to Springer Science + Business
Media; Exclusive Analysis, a provider of political risk
intelligence, to IHS Inc.; and Energy Publishing, a leading
provider of market news, insight, data and events covering the
global thermal and coking coal markets to IHS Inc.
Although the level of M&A activity worldwide continues to be
very low, we are focussed on the provision of high quality advice
to our clients and our pipeline of mandated assignments is
strong.
Investments
Morris Homes Limited
Morris Homes Limited, in which we have a 22.96% shareholding,
has traded satisfactorily in the nine month period to 31 December
2012 with turnover of GBP89.9m (2011: GBP101m) and operating
profits of GBP11.9m (2011: GBP14m). Reservations and visitors to
the open sites have been encouraging during the early weeks of the
year. As a result of the valuation assessment performed at the
period end we have increased the value of our holding by
GBP0.4m.
Other investments
At the year end we reported on two new investments in Duvet
& Pillow Warehouse Limited and MLex. Both companies are
reporting positive progress. Of our other smaller investments, AMG
Systems Limited ("AMG") delivered a less buoyant set of results for
2012 than 2011 and we have decreased the valuation of our
shareholding by GBP0.2m. Moneybarn performed satisfactorily during
2012, although trading remains challenging. As a result of the
valuation assessment, an impairment charge of GBP0.06m was taken on
Nevis Range Development Company plc ("Nevis Range") which is now
fully impaired along with Vascular Flow Technologies Limited
("Vascular"). Nevis Range remains broadly cash neutral and Vascular
continues to encounter difficult trading conditions.
There has been no change in the fair value of the investments
held other than Morris, AMG and Nevis Range.
With an already strong position in Europe and the USA, MLex is
raising additional equity to expand its service into Brazil and
China. Since 31 December 2012, we have committed to invest a
further EUR1.3 million in the business bringing our shareholding to
13.4% of the enlarged equity. MLex was founded five years ago and
provides subscription based intelligence, commentary and analysis
on the regulatory environment for legal, finance and investment
professionals.
Net assets and liquidity
The Group continues to hold significant cash resources. These
are held on short term deposits with three major UK retail banks.
The Group strategy is to hold cash for working capital and
regulatory capital purposes with the remaining cash being held for
investment purposes.
The Group balance sheet as at 31 December 2012 shows net assets
of GBP31.5m which is equivalent to 690p per share and this compares
with GBP31.7m and 696p per share as at 30 June 2012 and GBP39.7m
and 870p per share as at 31 December 2011.
After payment of the proposed dividends set out below the Group
will have cash resources of approximately GBP14.5m.
Dividend
The Directors propose an interim dividend of 11p per share
(2011: 11p per share) to be paid on 10 April 2013 to shareholders
on the register at the close of business on 22 March 2013.
Risks and uncertainties
The Board considers that the principal risks and uncertainties
facing the Group are consistent with those disclosed in the Annual
Report and Accounts 2012 where a list of the risks and
uncertainties can be found on page 13.
Remuneration policy
The new Board believes that the existing remuneration schemes
are overly complicated and inadequate both to incentivise existing
top performers and to attract top quality talent. The Remuneration
Committee is accordingly working with advisers to produce a new and
simpler scheme which will concentrate on a fair and transparent
apportionment of profits between staff bonuses and shareholder
dividends and enable senior executives to participate in the future
growth of the business by buying equity.
Full details of the new scheme will be sent to shareholders in
due course and the appropriate approvals sought.
Prospects
There has been an improvement in our pipeline of potential and
mandated assignments in the second half of the financial year;
however it continues to be difficult to anticipate the timing of
completion of transactions. Although macro-economic conditions
continue to be uncertain, we remain positive about the full year
outcome. We intend to continue to invest in the development of the
business within a framework of tight cost control and a strong
balance sheet.
Christopher Kemball Andrew Adams
13 March 2013
Group statement of comprehensive income
For the six months ended 31 December 2012
Restated
Six months Six months Year
31 December 31 December 30 June
2012 2011 2012
Unaudited Unaudited Audited
Notes GBP'000 GBP'000 GBP'000
------------------------------------------- ------ ------------- ------------- ---------
Continuing operations
Revenue 4,778 3,775 5,339
------------------------------------------- ------ ------------- ------------- ---------
Administrative expenses (3,859) (3, 029) (5,433)
Impairment of investments held as
available-for-sale (58) - -
Impairment of goodwill - - (5,815)
Gain on sale of available-for-sale
investments - - 15
Exceptional expenses 8 - - (198)
Other operating expenses (543) (557) (936)
------------------------------------------- ------ ------------- ------------- ---------
(4,460) (3,586) (12,367)
------------------------------------------- ------ ------------- ------------- ---------
Group operating profit/(loss) 318 189 (7,028)
------------------------------------------- ------ ------------- ------------- ---------
Finance income 278 254 524
Other finance (costs)/income - pensions (59) (74) 47
------------------------------------------- ------ ------------- ------------- ---------
219 180 571
Share of profit of associate accounted
for using the equity method 190 - -
Profit/(Loss) on ordinary activities
from continuing operations 727 369 (6,457)
------------------------------------------- ------ ------------- ------------- ---------
Discontinued operations
Loss for the period from discontinued
operations - (759) (1,614)
------------------------------------------- ------ ------------- ------------- ---------
Profit/(Loss) on ordinary activities
before tax 727 (390) (8,071)
Tax (expense)/credit (233) (74) 544
------------------------------------------- ------ ------------- ------------- ---------
Profit/(Loss) on ordinary activities
after tax 494 (464) (7,527)
------------------------------------------- ------ ------------- ------------- ---------
Profit/(Loss) attributable to equity
holders of the Company 494 (464) (7,527)
Other comprehensive income/(expense)
Gain on valuation of available-for-sale
financial assets 125 300 190
Actuarial loss on defined benefit
pension scheme (23) (631) (846)
Total comprehensive income/(expense)
for the period attributable to equity
holders of the Company 596 (795) (8,183)
------------------------------------------- ------ ------------- ------------- ---------
Earnings per share
------------------------------------------- ------ ------------- ------------- ---------
Basic earnings/(losses) per share 10 12.1p (11.2)p (183.4)p
------------------------------------------- ------ ------------- ------------- ---------
Diluted earnings/(losses) per share 10 12.0p (10.3)p (169.3)p
------------------------------------------- ------ ------------- ------------- ---------
Group statement of financial position
As at 31 December 2012
31 December 31 December 30 June
2012 2011 2012
Unaudited Unaudited Audited
Notes GBP'000 GBP'000 GBP'000
------------------------------------------ ------ ------------ ------------ ---------
Non-current assets
Property, plant and equipment 338 686 388
Intangible assets 5 5,815 11,630 5,815
Financial assets 6 11,018 10,370 10,925
Investments in associate accounted
for using the equity method 7 565 - -
Defined benefit pension scheme surplus 95 156 109
Deferred tax asset 110 - 110
17,941 22,842 17,347
------------------------------------------ ------ ------------ ------------ ---------
Current assets
Trade and other receivables 1,347 3,186 1,642
Current tax asset 669 62 690
Cash and short-term deposits 14,998 16,171 14,932
------------------------------------------ ------ ------------ ------------ ---------
17,014 19,419 17,264
------------------------------------------ ------ ------------ ------------ ---------
Total assets 34,955 42,261 34,611
------------------------------------------ ------ ------------ ------------ ---------
Current liabilities
Trade and other payables 2,192 1,585 1,311
Current tax liabilities 233 72 -
Provisions 64 - 654
2,489 1,657 1,965
------------------------------------------ ------ ------------ ------------ ---------
Non-current liabilities
Long-term payables 681 859 583
Deferred tax liabilities - 50 -
Long-term provisions 298 - 302
------------------------------------------ ------ ------------ ------------ ---------
979 909 885
------------------------------------------ ------ ------------ ------------ ---------
Total liabilities 3,468 2,566 2,850
------------------------------------------ ------ ------------ ------------ ---------
Net assets 31,487 39,695 31,761
------------------------------------------ ------ ------------ ------------ ---------
Capital and reserves
Equity share capital 11,145 11,145 11,145
Revaluation reserve 9,631 9,603 9,493
Other reserves 2,969 2,963 2,895
Retained earnings 7,742 15,984 8,228
Total equity 31,487 39,695 31,761
------------------------------------------ ------ ------------ ------------ ---------
These interim financial statements were approved by the Board of
Directors on 13 March 2013 and signed on their behalf by:
Christopher Kemball
Chairman
Group statement of changes in equity
For the six months ended 31 December 2012
Share Total
Equity Capital option Own Total equity
share Revaluation redemption Merger expense shares other Retained and
capital reserve reserve reserve reserve reserve reserves earnings reserves
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Balance at 30 June
2011 (audited) 11,145 9,303 155 1,229 4,452 (2,883) 2,953 18,037 41,438
Comprehensive income
Loss for the period - - - - - - - (464) (464)
Gain on revaluation
of investments - 300 - - - - - - 300
Actuarial loss on
defined
benefit
pension scheme - - - - - - - (631) (631)
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Total comprehensive
income - 300 - - - - - (1,095) (795)
Transactions with
owners
Share-based payments - - - - 342 - 342 - 342
Transfer between
reserves - - - - (312) - (312) - (312)
Movement of shares
in Employee
Benefit Trust - - - - - (20) (20) - (20)
Equity dividends paid - - - - - - - (958) (958)
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Balance at 31 December
2011 11,145 9,603 155 1,229 4,482 (2,903) 2,963 15,984 39,695
(unaudited)
Comprehensive income
Loss for the period - - - - - - - (7,063) (7,063)
Loss on revaluation
of investments - (110) - - - - - - (110)
Actuarial loss on
defined
benefit
pension scheme - - - - - - - (215) (215)
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Total comprehensive
income - (110) - - - - - (7,278) (7,388)
Transactions with
owners
Share-based payments - - - - 332 - 332 - 332
Movement of shares
in Employee
Benefit Trust - - - - - (400) (400) - (400)
Equity dividends paid - - - - - - - (478) (478)
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Balance at 30 June
2012 (audited) 11,145 9,493 155 1,229 4,814 (3,303) 2,895 8,228 31,761
Comprehensive income
Profit for the period - - - - - - - 494 494
Gain on revaluation
of investments - 125 - - - - - - 125
Actuarial loss on
defined
benefit
pension scheme - - - - - - - (23) (23)
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Total comprehensive
income - 125 - - - - - 471 596
Reclassification of
previous impairment - 13 - - - - - - 13
Transactions with
owners
Share-based payments - - - - 161 - 161 - 161
Transfer between
reserves - - - - (428) 428 - - -
Movement of shares
in Employee
Benefit Trust - - - - - (87) (87) - (87)
Equity dividends paid - - - - - - - (957) (957)
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Balance at 31 December
2012 (unaudited) 11,145 9,631 155 1,229 4,547 (2,962) 2,969 7,742 31,487
----------------------- ------- ----------- ---------- ------- ------- ------- -------- -------- -------------
Group statement of cash flows
For the six months ended 31 December 2012
Six months Six months
31 December 31 December Year
2012 2011 30 June 2012
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
-------------------------------------------- ------------ ------------ -------------
Operating activities
Profit/(Loss) before tax 727 (390) (8,071)
Adjustments to reconcile profit/(loss)
before tax
to net cash flow from operating activities
Finance income (278) (254) (524)
Depreciation 58 76 161
Share of profit of associate (190) - -
Share-based payments 161 388 572
Loss on disposal of plant and equipment - 10 10
Gains on disposals of financial assets - - (15)
Impairment of financial assets 58 - -
Impairment of goodwill - - 5,815
Movement in pensions 42 (2) (51)
Decrease in assets 295 2,385 3,929
Increase/(Decrease) in liabilities 385 (2,270) (1,547)
-------------------------------------------- ------------ ------------ -------------
Cash generated from/(used in) operations 1,258 (57) 279
Income taxes received/(paid) 21 (461) (691)
-------------------------------------------- ------------ ------------ -------------
Net cash flow generated from/(used in)
operating activities 1,279 (518) (412)
-------------------------------------------- ------------ ------------ -------------
Investing activities
Finance income received 142 204 392
Proceeds from sales of available-for-sale
financial assets - - 16
Proceeds from sales of plant and equipment - 2 2
Payments to acquire plant and equipment (8) (33) (38)
Payments to acquire available-for-sale
financial assets (13) - (666)
Payments to acquire associates (375) - -
-------------------------------------------- ------------ ------------ -------------
Net cash flow (used in)/generated from
investing activities (254) 173 (294)
-------------------------------------------- ------------ ------------ -------------
Financing activities
Dividends paid to equity shareholders
of the parent (957) (958) (1,436)
Own shares purchased (2) (20) (420)
-------------------------------------------- ------------ ------------ -------------
Net cash flow used in financing activities (959) (978) (1,856)
-------------------------------------------- ------------ ------------ -------------
Increase/(Decrease) in cash and cash
equivalents 66 (1,323) (2,562)
Cash and cash equivalents at the beginning
of the period 14,932 17,494 17,494
-------------------------------------------- ------------ ------------ -------------
Cash and cash equivalents at the end
of the period 14,998 16,171 14,932
-------------------------------------------- ------------ ------------ -------------
Notes
1. Basis of preparation
Quayle Munro Holdings PLC ("the Company") is registered in
Scotland. This interim report contains the condensed financial
information of the Company and its subsidiaries (together "the
Group") for the six month period ended 31 December 2012.
The annual consolidated financial statements are prepared in
accordance with all relevant International Financial Reporting
Standards ("IFRSs") adopted for use in the European Union. The
interim condensed financial information complies with the
requirements of IAS 34 "Interim Financial Reporting".
The comparative period ended 31 December 2011 has been restated
to exclude the discontinued Edinburgh operation.
The Group has adopted the following new and amended IFRSs as of
1 July 2012.
New and amended standards and interpretations
International Accounting Standards (IAS / IFRSs) Effective
date
IAS 1 Amendment 'Financial statement presentation' 1 July 2012
regarding other comprehensive income
The adoption of these standards has had no material impact on
the interim financial information.
IASB and IFRIC have issued the following standards and
interpretations with an effective date after the date on these
financial statements:
International Accounting Standards (IAS / IFRSs) Effective
date
IFRS 7 Amendment 'Financial instruments: Disclosures' 1 January
on offsetting financial assets and financial 2013
liabilities
IFRS 13 'Fair value measurement' 1 January
2013
IAS 12 Amendment 'Income taxes' on deferred tax 1 January
2013
IAS 19 Amendment 'Employee benefits' 1 January
2013
IFRS 10 'Consolidated financial statements' 1 January
2014
IFRS 11 'Joint arrangements' 1 January
2014
IFRS 12 'Disclosures of interests in other entities' 1 January
2014
IAS 27 (revised 'Separate financial statements' 1 January
2011) 2014
IAS 32 Amendment 'Financial instruments: Presentation' 1 January
on offsetting financial assets and financial 2014
liabilities
IFRS 9 'Financial instruments' on 'classification 1 January
and measurement' of financial assets 2015
The Directors consider that seasonality does not affect the
business' results or operations.
The Group has considerable financial resources and no external
debt and the Directors therefore consider it appropriate to
continue to use the going concern basis of preparation.
2. Accounting policies
The accounting policies adopted in the preparation of the
interim consolidated financial statements are consistent with those
followed in the preparation of the Group's annual financial
statements for the year ended 30 June 2012.
Available-for-sale financial assets
If an available-for-sale asset is impaired, an amount comprising
the difference between its cost (net of any principal payment and
amortisation) and its fair value is transferred from equity to the
statement of comprehensive income. Reversals in respect of equity
instruments classified as available-for-sale are not recognised in
the statement of comprehensive income.
3. Segment information
Management has determined the operating segments based on the
reports reviewed by the executive management team and the Board
(the Chief Operating Decision Maker) that are used to make
strategic decisions. The Group is managed primarily by class of
business and presents the segmental analysis on that basis. The
Group's activities are organised in two primary divisions: Advisory
Business, and Other (Head Office).
The following tables present revenue, expenditure and certain
asset information regarding the Group's business segments for the
six month period ended 31 December 2012 and the six month period
ended 31 December 2011.
Advisory
Business Other Total
Period ended 31 December 2012 GBP'000 GBP'000 GBP'000
----------------------------------------------------- --------- -------- --------
Continuing operations
Revenue 4,735 43 4,778
Overheads (4,084) (318) (4,402)
--------- -------- --------
Operating profit/(loss) 651 (275) 376
Impairment of investments held as available-for-sale - (58) (58)
Share of profit of associate - 190 190
Finance income - 278 278
Finance costs - (59) (59)
--------- -------- --------
Group profit before tax 651 76 727
Total assets 2,935 32,020 34,955
Total liabilities (3,250) (218) (3,468)
----------------------------------------------------- --------- -------- --------
Total assets includes:
Additions to non-current assets 8 388 396
Period ended 31 December 2011
----------------------------------------------------- --------- -------- --------
Continuing operations
Revenue 3,775 - 3,775
Overheads (3,344) (242) (3,586)
--------- -------- --------
Operating profit/(loss) 431 (242) 189
Finance income - 254 254
Finance costs - (74) (74)
Discontinued operations
Loss for the period from discontinued operations (759) - (759)
--------- -------- --------
Group loss before tax (328) (62) (390)
Total assets 4,028 38,233 42,261
Total liabilities (2,461) (105) (2,566)
----------------------------------------------------- --------- -------- --------
Total assets includes:
Additions to non-current assets 33 - 33
All revenues are external.
4. Principal financial risks
Interest rate risk
The Group's cash balances are held in accounts that bear
interest directly related to the bank base rate. As the Group does
not hold any external debt, the downside interest rate risk is
considered minimal.
Credit risk
There are no significant concentrations of credit risk within
the Group. The Group has established procedures to minimise the
risk of default by trade receivables including detailed client
adoption checks. Historically, these procedures have proved
effective in minimising the level of impaired and past due
receivables.
Liquidity risk
Liquidity risk reflects the risk that the Group will have
insufficient resources to meet its financial obligations as they
fall due. The Group's strategy to managing liquidity risk is to
ensure that the Group has sufficient liquid funds to meet all its
potential liabilities as they fall due, including anticipated
shareholder distributions. Risk is mitigated by maintaining
significant cash balances. The Group did not carry any borrowings
at 31 December 2012.
Equity price risk
The Group holds a portfolio of unlisted investments. These are
subject to a valuation assessment at each reporting period and
accordingly the value attributed to each investment may fluctuate.
The investment portfolio is reviewed on a regular basis by the
Board and each investment is monitored by Management, including
attendance at investee Board meetings where appropriate.
5. Intangible assets
Intangible assets relate to goodwill arising on the acquisition
of New Boathouse Capital Limited in 2007 and The van Tulleken
Company Limited in 2008. At 30 June 2012 an impairment charge of
GBP5.8m was taken to the statement of comprehensive income.
Goodwill is assessed bi-annually for impairment.
6. Financial assets
Available-for-sale financial assets consist of investments in
ordinary shares and loan stock which have no fixed maturity
date.
7. Investments in associates
On 19 September 2012 Quayle Munro Holdings PLC disposed of its
Edinburgh-based advisory business to the latter's senior management
team. Quayle Munro retained a 30% membership interest in the newly
formed Quayle Munro Project Finance LLP ("QMPF"). In return for the
Group's interest, Quayle Munro provided QMPF with GBP0.4m in cash
for working capital. From 1 January 2013 the management of QMPF has
the right to repurchase up to 100% of the Group's membership
interest subject to a minimum 20% IRR being earned by the Group on
all capital employed.
8. Exceptional expenses
Exceptional expenses incurred during the prior year totalled
GBP0.2m. These related to redundancy costs.
9. Dividends paid and proposed
The interim dividend of 11p per share (2011: 11p per share) will
be paid on 10 April 2013 to members on the register at 22 March
2013 and will absorb GBP0.5m of shareholders' funds.
The final dividend in relation to the year ended 30 June 2012 of
22p per share was paid in the period. This absorbed GBP1m of
shareholders' funds.
10. Key performance indicators
Earnings per share
The calculation of basic earnings per share for the six months
to 31 December 2012 is based on profits after tax of GBP0.5m (2011
- losses GBP0.5m) and on 4.2m ordinary shares, being the weighted
average number of shares in issue during the period (2011 -
4.1m).
The calculation of fully diluted earnings per share is based on
the weighted average of 4.1m ordinary shares (2011 - 4.5m) and the
average share price during the period.
Net assets per share
The net assets per share are based on 4.6m ordinary shares in
issue as at 31 December 2012 (30 June 2012 - 4.6m,
31 December 2011 - 4.6m).
11. Related party transactions
There have been no changes to the nature and substance of
related party transactions as disclosed in note 31 of the June 2012
Group accounts, other than in relation to the provision of
management services to the new associate investment, QMPF.
12. Financial information
The financial information contained in this interim statement
does not constitute statutory accounts as defined in section 434 of
The Companies Act 2006.
The results for the six months ended 31 December 2012 and 31
December 2011 are unaudited; however a review opinion made under
ISRE 2410 has been issued by PricewaterhouseCoopers LLP. Our
auditors, PricewaterhouseCoopers LLP, have audited the annual
financial statements for the year ended 30 June 2012 and their
report was unqualified and did not contain a statement under
section 498(2) or 498(3) of the Companies Act 2006. The Group's
consolidated statutory accounts for the year ended 30 June 2012
have been filed with the Registrar of Companies.
13. Shareholder information
This report will be circulated to all shareholders, and copies
will be available from the Company Secretary at 102 West Port,
Edinburgh EH3 9DN and from the Company's website
www.quaylemunro.com.
Independent review report
To the members of Quayle Munro Holdings PLC
Introduction
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 December 2012, which comprises the Group
statement of comprehensive income, the Group statement of financial
position, the Group statement of changes in equity, the Group
statement of cash flows and related notes. We have read the other
information contained in the half-yearly financial report and
considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set
of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the AIM Rules for Companies which require that the financial
information must be presented and prepared in a form consistent
with that which will be adopted in the company's annual financial
statements.
As disclosed in note 1, the annual financial statements of the
Group are prepared in accordance with IFRSs as adopted by the
European Union. The condensed set of financial statements included
in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34, "Interim
Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review. This report, including the
conclusion, has been prepared for and only for the company for the
purpose of the AIM Rules for Companies and for no other purpose. We
do not, in producing this report, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
December 2012 is not prepared, in all material respects, in
accordance with International Accounting Standard 34 as adopted by
the European Union and the AIM Rules for Companies.
PricewaterhouseCoopers LLP
Chartered Accountants
Edinburgh
13 March 2013
Notes:
(a) The maintenance and integrity of the Quayle Munro Holdings
PLC website is the responsibility of the directors; the work
carried out by the auditors does not involve consideration of these
matters and, accordingly, the auditors accept no responsibility for
any changes that may have occurred to the financial statements
since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BRGDXUSBBGXX
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