21 Mar 2013 07:00
21 March 2012
PANMURE GORDON & CO. PLC
(“Panmure Gordon”, the “Group” or the “Company”)
Preliminary results for the year ended 31 December 2012
Panmure Gordon & Co. plc, a leading independent institutional stockbroker and investment bank, today announces preliminary results for the year ended 31 December 2012.
Financial Highlights
Profit before tax of £0.6m for continuing business (2011 loss: £6.3m) 20% increase in net commission and fee income to £21.2m (2011: £17.7m) 25% increase in total corporate finance fees to £12.2m (2011: £9.8m) 15% increase in net commission and trading revenues to £9.1m (2011: £7.9m) 7.2% reduction in administrative costs, after restoring bonuses to key staff Zero debt and capital comfortably exceeds regulatory requirements EPS from continuing operations of 0.02p per share (2011 loss: 3.9p per share) Statutory loss of £3.5m due to losses incurred by discontinued US business (2011 loss: £31.5m)Operational Highlights
Appointed new chief executive Exited loss making US business 26% increase in client numbers to 96 (2011: 76); since year end the client list has grown to 111 Completed four IPOs, two of which have won significant industry accolades: Snoozebox, IPO of the Year at Grant Thornton Quoted Company Awards; WANdisco, Emerging Star at techMARK Awards. Selective hiring across equities, research and investment banking Excellent 2012 Thomson Reuters Extel Mid & Small Cap results: research ranked Top 4 in 8 sectors; three salespeople ranked in Top 20 of all UK equity sales London head office moved to landmark offices at One New ChangeChief executive Phillip Wale commented:
“2012 was a year of transition and turnaround for Panmure Gordon, which saw a return to profitability and much improved performance across the business. Since the year end, we have completed a number of significant corporate finance transactions, continued to win new mandates and added further to our growing client list.
“While we expect on-going global economic instability to impact markets, our financial strength, stability and cost controls, alongside our outstanding relationship with QInvest, mean we are well placed to take advantage of further market opportunities as they arise.”
Enquiries:
| Panmure Gordon | |||
| Ed Warner, Chairman | 020 7886 2500 | ||
| Phillip Wale, Chief Executive | 020 7886 2500 | ||
| Nathaniel Webb, Communications Director | 07584 172297/020 7886 2886 | ||
| Capital MSL | |||
| Steffan Williams | 020 7307 5332 | ||
| Simon Evans | 020 7307 5330 | ||
| Grant Thornton Corporate Finance (Nominated Adviser) | |||
| Gerry Beaney/Salmaan Khawaja/Jen Clarke | 020 7383 5100 | ||
CHAIRMAN’S STATEMENT
I am pleased to report that the year to 31 December 2012 saw Panmure Gordon & Co deliver a creditable performance, returning our continuing business to profitability.
The board commenced the year with three clear strategic objectives: to exit our loss-making US business, which was achieved in the first half; to diversify revenue generation; and to manage costs appropriately while strengthening our client franchise.
As a consequence of the uncertain economic backdrop and market instability, we saw continued consolidation in our industry. As the chief executive’s report details, this created the opportunity to hire carefully selected talent to drive revenue growth and diversification.
Panmure Gordon’s ability to connect ideas to capital on a global basis remains as important today as it was when the firm was first founded. In 2012 we brought to market a number of dynamic and innovative companies with international operations that were well received by institutional investors.
The strategic relationship with our major shareholder, QInvest, Qatar’s leading investment bank, continues to evolve for the benefit of our corporate clients and through the introduction of new business to the firm.
Representing shareholder interests, the board’s strategy is designed for the changing market conditions in which we operate. In 2013, we will remain focused on delivering revenue growth and diversification, careful cost controls and continued profitability.
As we pursue these financial goals, we are mindful of Panmure Gordon’s reputation for integrity which is a quality that helps us attract and retain clients and which is essential to our profitability.
As your board seeks improved cost efficiencies, at our forthcoming Annual General Meeting we intend to ask shareholders to approve a share capital reorganisation to reduce the cost to the Company of the substantial number of very small shareholdings in the Company.
In June, my fellow board members and I were very pleased to welcome new chief executive, Phillip Wale. Phillip brings with him a wealth of investment banking experience accumulated through his time at some of the industry’s most respected names. Under his leadership I am confident of our ability to grow our business whilst providing the best advice and service to our clients.
As a result of management change at QInvest, Asar Mashkoor and Nader Shenouda departed the board. Since the period-end, we welcomed new QInvest chief executive, Tamim Al-Kawari and head of M&A, Caspar Warre, who join Shahzad Shahbaz as QInvest’s representatives on the board.
Tim Linacre, chairman of investment banking and former chief executive, also departed the firm in November after many years of dedicated service. We are grateful to him for his service over so many years.
We wish Tim, Asar and Nader all the best for the future and again thank them for their contribution to the board and the firm.
Panmure Gordon’s success is built on the hard work, creativity and commitment of its staff. On behalf of my fellow directors I thank our employees for their dedication, first and foremost to our clients, and to the firm they have served so admirably throughout the year.
While we remain cautious about the fragile economic outlook, your board is pleased with the firm’s much improved performance in 2012 and the steps taken to ensure the longer term success of the business. As our sector continues to transform, we see further opportunities to leverage our financial and operational strength to benefit our clients and shareholders.
Ed WarnerChairman20 March 2013
CHIEF EXECUTIVE’S REVIEW
The reporting period was a year of transition and turnaround as we made Panmure Gordon & Co more efficient and focused.
In challenging markets, Panmure Gordon is now more nimble and innovative, better placed to take advantage of opportunities as they arise. We are focused on helping our corporate clients from around the globe raise the capital they need to grow and providing optimum service to our institutional clients.
Our increasingly international client base, investor appetite for high quality investment propositions and action taken to reduce costs and improve operational efficiency, were all critical to our improved performance in 2012.
It is exciting to lead a strong, stable investment bank at a time of rapid industry change and consolidation. In 2012 our strength and stability enabled us to attract high quality revenue-generating talent.
During the year, we added experienced investment bankers and salespeople and, in equities research, expanded our outstanding technology franchise. Our new hires are linked to the firm’s revenue diversification and growth strategy, which is critical to the provision of broadened client services and to increased profitability.
Assisting investment funds and venture capital trusts has always been an important part of Panmure Gordon’s offering; a key initiative in the reporting period was the addition of an established and respected investment funds broking team.
Our clients are the lifeblood of the firm and our new investment funds team was instrumental in helping us to grow our total number of listed clients by 26% to 96 at year end (2011: 76). Since the period-end, we have continued to gain new clients, taking our total number of clients to 111 currently and we look forward to welcoming further clients as 2013 progresses.
In 2012 total corporate finance fees increased 25% to £12.2m (2011: £9.8m), Among our transactions, we were sole broker on four IPOs, which were well received by leading institutions. Several of our recent IPOs have since won prestigious industry awards including Snoozebox, which won IPO of the Year at this year’s Grant Thornton Quoted Company Awards and WANdisco, awarded Emerging Star at the techMARK Awards 2012 and was also recognised as Best IPO and Fundraise of the Year by Shares magazine. Another of our clients, Escher Group, whose IPO we conducted in 2011, won Best Newcomer at the 2012 AIM Awards. Whether conducting IPOs, secondary fund raises or cross-border M&A transactions, Panmure Gordon’s execution excellence on behalf of its clients was a key profit driver in 2012.
Despite on-going challenges posed by low-volume equity markets, institutional commission and trading revenues reflected a creditable performance. Revenue of £9.1m (2011: £7.9m) was 15.2% higher. During the year we also benefited from gains made on available for sale investments.
As in previous years, our research and sales teams continued to shine in the Thomson Reuters Extel Awards. We were again ranked in the Top 5 of all UK Mid & Small Cap brokers; our research achieved Top 4 status in 8 sectors while three of our institutional sales team were recognised in the Top 20 of all UK equity salespeople. Additionally, our research was highly ranked in both the UK and European Thomson Reuters StarMine surveys across a range of sectors including technology, food and household products and transport.
We have taken the return to profitability as an opportunity to restore bonus payments to key staff. Even after these payments, our administrative costs were reduced by 7.2% to £20.5m (2011: £22.1m) The combined effect of improved market sentiment and lower operating costs helped our continuing business realise a profit of £0.6m (2011 loss: £6.3m).
We moved our head office to One New Change in August 2012. Our new offices are a significant improvement on the building we vacated, allowing our teams to work more effectively together as well as better reflecting our role as a leading independent investment bank. The move crystallised a one-off benefit of £0.7m due to the release of certain accrued rental incentives on the exit from our former premises.
Since my appointment as chief executive, I have had the great pleasure of meeting a wide cross section of Panmure Gordon’s corporate clients who range in size from FTSE100 through to AIM. I thank every one of our clients for choosing Panmure Gordon as their trusted adviser.
It has also been a pleasure to join my board colleagues and, particularly, to have begun working closely with QInvest on areas of mutual strategic interest. The presence of a significant, long-term investor in Panmure Gordon reinforces our financial strength and opens up new opportunities to us. The Middle-East remains one of the most dynamic regions of the world; QInvest and its clients are keenly interested in the quality of our corporate clients and execution ability.
Panmure Gordon is one of the City’s pre-eminent independent institutional stockbrokers and investment banks and I am grateful to the firm’s employees who have been instrumental in our successful turnaround. I am confident that our financial and operational achievements in 2012 have laid the foundations for future success.
Dividend
The Board has not recommended a dividend for the year.
Outlook
2012 was a year of transition and turnaround for Panmure Gordon, which saw a return to profitability and much improved performance across the business. Since the year end, we have completed a number of significant corporate finance transactions, continued to win new mandates and added further to our growing client list.
While we expect on-going global economic instability to impact markets, our financial strength, stability and cost controls, alongside our outstanding relationship with QInvest, mean we are well placed to take advantage of further market opportunities as they arise.
Phillip WaleChief executive20 March 2013
Consolidated income statement
For the year ended 31 December 2012
| 2012 | Restated1 2011 | ||||
| £‘000 | £‘000 | ||||
| Continuing operations | |||||
| Commission and trading income | 10,139 | 9,090 | |||
| Commission and trading expense | (1,072) | (1,155) | |||
| Net commission and trading income | 9,067 | 7,935 | |||
| Corporate finance and other fee income | 12,156 | 9,767 | |||
| Net commission and fee income | 21,223 | 17,702 | |||
| Net gain/(loss) on available for sale investments | 1,286 | (1,045) | |||
| Administrative costs2 | (20,464) | (22,110) | |||
| Redundancy, restructuring and other non-recurring charges2 | (504) | (516) | |||
| Operating profit/(loss) before share-based payments | 1,541 | (5,969) | |||
| Share-based payments2 | (969) | (363) | |||
| Operating profit/(loss) | 572 | (6,332) | |||
| Financial income | 28 | 69 | |||
| Financial expense | (5) | (60) | |||
| Net financial income | 23 | 9 | |||
| Profit/(loss) before tax from continuing operations | 595 | (6,323) | |||
| Taxation | (563) | 506 | |||
| Profit/(loss) from continuing operations | 32 | (5,817) | |||
| Discontinued operation | |||||
| Loss on discontinued operation (net of tax) | (3,555) | (25,656) | |||
| Loss for the period attributable to the owners of the Company | (3,523) | (31,473) | |||
| Basic earnings/(loss) per share from continuing operations | 0.02p | (3.92)p | |||
| Diluted earnings/(loss) per share from continuing operations | 0.02p | (3.92)p | |||
| Basic loss per share | (2.31)p | (21.21)p | |||
| Diluted loss per share | (2.31)p | (21.21)p |
1 See note 5
2 Administrative expenses which total £21.9m (2011: £23.0m (restated)) have been presented separately here owing to their individual nature and size
Consolidated statement of comprehensive income & expense
For the year ended 31 December 2012
| 2012 | 2011 | ||||
| £‘000 | £‘000 | ||||
| Loss for the period attributable to the owners of the Company | (3,523) | (31,473) | |||
| Other comprehensive loss | |||||
| Foreign exchange translation differences | (56) | (200) | |||
| Foreign currency translation reserve recycled on disposal of subsidiary | (3,084) | - | |||
| Total other comprehensive loss for the period net of tax | (3,140) | (200) | |||
| Total comprehensive loss for the period attributable to the owners of the Company | (6,663) | (31,673) |
Consolidated statement of financial position
As at 31 December 2012
| 2012 | 2011 | |||
| £‘000 | £‘000 | |||
| Assets | ||||
| Intangibles | 13,201 | 13,201 | ||
| Plant and equipment | 1,683 | 1,710 | ||
| Available for sale investments | 188 | 1,365 | ||
| Deferred tax asset | 1,179 | 1,694 | ||
| Other receivables | 1,917 | 2,332 | ||
| Total non-current assets | 18,168 | 20,302 | ||
| Securities held for trading | 4,563 | 3,952 | ||
| Trade and other receivables | 15,712 | 32,156 | ||
| Cash and cash equivalents | 13,591 | 15,855 | ||
| Total current assets | 33,866 | 51,963 | ||
| Current liabilities | ||||
| Trade payables | (11,743) | (26,508) | ||
| Tax and social security | (846) | (638) | ||
| Other payables | (5,421) | (6,848) | ||
| Held for trading liabilities | (1,759) | (327) | ||
| Total current liabilities | (19,769) | (34,321) | ||
| Net current assets | 14,097 | 17,642 | ||
| Deferred tax liability | (973) | (925) | ||
| Total non-current liabilities | (973) | (925) | ||
| Net assets | 31,292 | 37,019 | ||
| Equity | ||||
| Issued share capital | 6,183 | 6,009 | ||
| Shares to be issued (including share premium) | - | 86 | ||
| Share premium account | 36,709 | 36,620 | ||
| Merger reserve | 21,810 | 21,810 | ||
| Special reserve | 9,595 | 9,595 | ||
| Other reserve | (6,734) | (3,873) | ||
| Foreign currency translation reserve | - | 3,140 | ||
| Treasury shares | (303) | (2,526) | ||
| Retained earnings | (35,968) | (33,842) | ||
| Total equity | 31,292 | 37,019 |
Approved by the board on 20 March 2013 and signed on its behalf by:
Philip TanseyChief Financial Officer
Consolidated statement of cash flow
| Year ended 31 December 2012 | Year ended 31 December 2011 | |||
| £‘000 | £‘000 | |||
| Cash flows from operating activities | ||||
| Loss after tax | (3,523) | (31,473) | ||
| Net financial income | (23) | (9) | ||
| Depreciation and amortisation | 200 | 794 | ||
| Goodwill impairment | - | 16,841 | ||
| Net (gain)/loss on available for sale investments | (1,286) | 1,201 | ||
| Loss on disposal of subsidiary | 1,815 | - | ||
| Movement in securities held for trading | 821 | 764 | ||
| (Decrease)/increase in net amounts owed by market counterparties | (956) | 900 | ||
| Decrease in trade and other receivables | 200 | 946 | ||
| Increase/(decrease) in trade payables and provisions | 3,212 | (2,169) | ||
| IFRS 2 share-based payment charges | 1,397 | 1,421 | ||
| Income tax expense | 563 | 2,914 | ||
| Net cash inflow/(outflow) from operating activities | 2,420 | (7,870) | ||
| Income taxes received/(paid) | - | 429 | ||
| Net cash from operating activities | 2,420 | (7,441) | ||
| Cash flows from investing activities | ||||
| Financial income received | 28 | 69 | ||
| Acquisition of plant and equipment | (1,654) | (350) | ||
| Proceeds from disposal of investments | 2,418 | 43 | ||
| Disposal of discontinued operation net of cash | (4,954) | - | ||
| Net cash from investing activities | (4,162) | (238) | ||
| Cash flows from financing activities | ||||
| Proceeds from the issue of share capital | 177 | 588 | ||
| Purchase of own shares for EBT | (663) | (257) | ||
| Financial expense | (5) | (60) | ||
| Repayment of EBT loan | 25 | 37 | ||
| Repayment of subordinated loan | - | (3,000) | ||
| Net cash from financing activities | (466) | (2,692) | ||
| Net decrease in cash and cash equivalents | (2,208) | (10,371) | ||
| Cash and cash equivalents at 1 January | 15,855 | 26,166 | ||
| Effect of exchange rate fluctuations | (56) | 60 | ||
| Cash and cash equivalents at 31 December | 13,591 | 15,855 |
Consolidated statement of changes in equity for the year ended 31 December 2012
| £‘000 | Issued share capital | Shares to be issued | Share premium | Merger reserve | Special reserve | Other reserve | Foreign currency translation reserve | Treasury shares | Retained earnings | Total equity | |||||||||||
| At 1 January 2012 | 6,009 | 86 | 36,620 | 21,810 | 9,595 | (3,873) | 3,140 | (2,526) | (33,842) | 37,019 | |||||||||||
| Total comprehensive income for the period | |||||||||||||||||||||
| Loss for the year | - | - | - | - | - | - | - | - | (3,523) | (3,523) | |||||||||||
| Other comprehensive income | |||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | (56) | - | - | (56) | |||||||||||
| Foreign currency translation recycled to P&L on disposal | - | - | - | - | - | - | (3,084) | - | - | (3,084) | |||||||||||
| Other items recorded directly in equity | |||||||||||||||||||||
| Share-based payments | - | - | - | - | - | - | - | - | 1,397 | 1,397 | |||||||||||
| Shares issued under employee share plans | 174 | (86) | 89 | - | - | - | - | - | - | 177 | |||||||||||
| Shares transferred under employee share plans | - | - | - | - | - | (2,223) | - | 2,223 | - | - | |||||||||||
| Purchase of own shares for EBT | - | - | - | - | - | (663) | - | - | - | (663) | |||||||||||
| Decrease in shares held by EBT | - | - | - | - | - | 25 | - | - | - | 25 | |||||||||||
| At 31 December 2012 | 6,183 | - | 36,709 | 21,810 | 9,595 | (6,734) | - | (303) | (35,968) | 31,292 |
Consolidated statement of changes in equity for the year ended 31 December 2011
| £‘000 | Issued share capital | Shares to be issued | Share premium | Merger reserve | Special reserve | Other reserve | Foreign currency translation reserve | Treasury shares | Retained earnings | Total equity | |||||||||||
| At 1 January 2011 | 5,914 | 129 | 36,084 | 21,810 | 9,595 | (2,725) | 3,340 | (3,454) | (3,790) | 66,903 | |||||||||||
| Total comprehensive income for the period | |||||||||||||||||||||
| Loss for the year | - | - | - | - | - | - | - | - | (31,473) | (31,473) | |||||||||||
| Other comprehensive income | |||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | (200) | - | - | (200) | |||||||||||
| Other items recorded directly in equity | |||||||||||||||||||||
| Share-based payments | - | - | - | - | - | - | - | - | 1,421 | 1,421 | |||||||||||
| Shares issued under employee share plans | 95 | (43) | 536 | - | - | - | - | - | - | 588 | |||||||||||
| Shares transferred under employee share plans | - | - | - | - | - | (928) | - | 928 | - | - | |||||||||||
| Purchase of own shares for EBT | - | - | - | - | - | (257) | - | - | - | (257) | |||||||||||
| Decrease in shares held by EBT | - | - | - | - | - | 37 | - | - | - | 37 | |||||||||||
| At 31 December 2011 | 6,009 | 86 | 36,620 | 21,810 | 9,595 | (3,873) | 3,140 | (2,526) | (33,842) | 37,019 |
1 Segmental analysis
The Group has reported its operating segments according to how the Group’s chief operating decision maker (“CODM”) allocates resources to each segment and assesses performance. In this respect the Group’s CODM has been defined as the Group’s CEO. The CODM allocates resources across the Group based on results and performance in each geographic area of operation. This is consistent with the basis of segmentation in the Report and Financial Statements 2011.
Segmental analysis for the year ended 31 December 2012 and reconciliation to the statutory income statement is set out below:
| UK | US discontinued | Swiss | Consolidated | ||||||||||||||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||||||||||||||||||||||
| £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | ||||||||||||||||||||||||
| Net commission and trading income | 7,834 | 6,692 | 4,645 | 8,743 | 1,233 | 1,243 | 13,712 | 16,678 | |||||||||||||||||||||||
| Corporate finance fee income | 11,923 | 9,194 | 4,672 | 9,711 | 162 | 70 | 16,757 | 18,975 | |||||||||||||||||||||||
| Wealth management and other income | 71 | 503 | 13 | 1,789 | - | - | 84 | 2,292 | |||||||||||||||||||||||
| Net gain/(loss) on AFS investments | 1,286 | (1,045) | 10 | (156) | - | - | 1,296 | (1,201) | |||||||||||||||||||||||
| Foreign exchange (loss)/gain | (9) | - | - | (72) | (3) | 12 | (12) | (60) | |||||||||||||||||||||||
| Ongoing administration costs | (19,073) | (20,395) | (11,985) | (24,394) | (1,379) | (1,727) | (32,437) | (46,516) | |||||||||||||||||||||||
| Segmental operating profit/ (loss) | 2,032 | (5,051) | (2,645) | (4,379) | 13 | (402) | (600) | (9,832) | |||||||||||||||||||||||
| Redundancy and restructuring charges | (504) | (516) | - | (4) | - | - | (504) | (520) | |||||||||||||||||||||||
| Amortisation of intangibles | - | - | - | (164) | - | - | - | (164) | |||||||||||||||||||||||
| Share-based payment charges | (969) | (363) | (584) | (848) | - | - | (1,553) | (1,211) | |||||||||||||||||||||||
| Goodwill impairment | - | - | - | (16,841) | - | - | - | (16,841) | |||||||||||||||||||||||
| Operating profit/(loss) | 559 | (5,930) | (3,229) | (22,236) | 13 | (402) | (2,657) | (28,568) | |||||||||||||||||||||||
| Net financial income/(expense) | 23 | 9 | (11) | - | - | - | 12 | 9 | |||||||||||||||||||||||
| Profit/(loss) before tax | 582 | (5,921) | (3,240) | (22,236) | 13 | (402) | (2,645) | (28,559) | |||||||||||||||||||||||
| Income tax on continuing operations | (563) | 506 | - | - | - | - | (563) | 506 | |||||||||||||||||||||||
| Income tax on discontinued operation | - | - | - | (3,420) | - | - | - | (3,420) | |||||||||||||||||||||||
| Loss on disposal | - | - | (315) | - | - | - | (315) | - | |||||||||||||||||||||||
| Profit/(loss) for period attributable to the owners of the Company | 19 | (5,415) | (3,555) | (25,656) | 13 | (402) | (3,523) | (31,473) | |||||||||||||||||||||||
All revenue is from external customers. There are no regular major customers that account for more than 10% of revenue. The segmental operating profit/(loss) reconciles to the statutory profit/(loss) above, which was the basis for segmental disclosure in the Report and Financial Statements 2011.
| UK | US discontinued | Swiss1 | Consolidated | ||||||||||||||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||||||||||||||||||||||||
| £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | ||||||||||||||||||||||||
| Non-current assets (inc goodwill) 2 | 18,168 | 18,833 | - | 1,469 | - | - | 18,168 | 20,302 | |||||||||||||||||||||||
| Current assets | 33,866 | 44,470 | - | 7,493 | - | - | 33,866 | 51,963 | |||||||||||||||||||||||
| Current liabilities | (19,769) | (29,801) | - | (4,520) | - | - | (19,769) | (34,321) | |||||||||||||||||||||||
| Non-current liabilities | (973) | (925) | - | - | - | - | (973) | (925) | |||||||||||||||||||||||
| Capital expenditure | (1,654) | (121) | - | (229) | - | - | (1,654) | (350) | |||||||||||||||||||||||
1 The Swiss business operates as a representative office of the UK business and therefore shares assets with the UK business.
2 The amounts disclosed as non-current exclude intragroup balances of £nil (2011: £39.1m) payable to the UK business.
2 Staff costs
| Group | Restated | ||||||
| Year ended 31 December 2012 | Year ended 31 December 2011 | ||||||
| £‘000 | £‘000 | ||||||
| Staff costs including directors’ emoluments | |||||||
| Wages and salaries | 11,962 | 11,373 | |||||
| Social security costs | 1,334 | 1,312 | |||||
| Pensions (defined contribution scheme) | 366 | 1,471 | |||||
| Total | 13,662 | 14,156 |
The Group operates a defined contribution pension scheme. At the balance sheet date the Group had no outstanding pension contribution liabilities. The charge for the period to 31 December 2012 was £0.37m (2011: £1.47m (restated)).
Actual number of persons, including directors, employed by the Group as at 31 December 2012:
| Group total 2012 | UK 2012 | Swiss 2012 | Group total 2011 Restated | |||||
| Institutional equities | 53 | 50 | 3 | 47 | ||||
| Corporate finance | 28 | 28 | - | 21 | ||||
| Investment funds | 10 | 10 | - | - | ||||
| Other | 36 | 32 | 4 | 40 | ||||
| Total | 127 | 120 | 7 | 108 |
Average number of persons, including directors, employed by the Group during the year was:
| Group total 2012 | UK 2012 | Swiss 2012 | Group total 2011 Restated | |||||
| Institutional equities | 48 | 45 | 3 | 48 | ||||
| Corporate finance | 26 | 26 | - | 23 | ||||
| Investment funds | 2 | 2 | - | - | ||||
| Other | 36 | 31 | 5 | 44 | ||||
| Total | 112 | 104 | 8 | 115 |
3 Income tax expense
The analysis of the total income tax credit/(expense) is as follows:
| Year ended 31 December 2012 | Year ended 31 December 2011 Restated | |||
| £‘000 | £‘000 | |||
| Analysis of tax credit/(charge) in period: | ||||
| UK corporation tax at 24.5% (2011: 26.5%) | ||||
| Current year tax credit/(charge) | - | - | ||
| Prior year adjustment – loss carry back claim | - | (44) | ||
| Other prior year adjustments | (4) | (35) | ||
| (4) | (79) | |||
| Deferred tax | ||||
| Prior year adjustments to deferred tax credit | 3 | 1 | ||
| Current year deferred tax charge | (562) | (2,836) | ||
| (559) | (2,835) | |||
| Tax charge on profits on ordinary activities | (563) | (2,914) | ||
| Effective tax rate charge | (19.0)% | (10.2)% | ||
| Factors affecting tax charge: | ||||
| Loss on ordinary activities after tax | (3,523) | (31,473) | ||
| Tax on continuing operations | (563) | (506) | ||
| Tax on discontinued operation | - | 3,420 | ||
| Loss on ordinary activities before tax | (2,959) | (28,559) | ||
| Loss on ordinary activities multiplied | ||||
| by rate of UK corporation tax at 24.5% (2011: 26.5%) | 725 | 7,568 | ||
| Effects of: | ||||
| Expenses not deductible for tax purposes | (133) | (84) | ||
| Tax losses not recognised from continuing operations | (151) | (59) | ||
| Tax losses not recognised from discontinued operation | (871) | (431) | ||
| US goodwill tax write-off | - | (5,781) | ||
| US deferred tax asset on losses write-off | - | (3,413) | ||
| Differences relating to share schemes | (105) | (551) | ||
| Foreign tax | (4) | (35) | ||
| Change in corporation tax rate | (27) | (84) | ||
| Deemed goodwill on amortisation | 122 | 132 | ||
| Goodwill on consolidation | (122) | (132) | ||
| Adjustment to tax charge in respect of previous periods | 3 | (44) | ||
| Total tax charge on profits on ordinary activities | (563) | (2,914) |
4 Earnings per share
Earnings per share (EPS) are calculated on a net basis using the profit on ordinary activities after taxation divided by the weighted average number of shares detailed below.
| Year ended | Year ended | |||
| 31 December | 31 December | |||
| 2012 | 2011 | |||
| £‘000 | £‘000 | |||
| Profit/(loss) from continuing operations after taxation (PAT/(LAT)) | 32 | (5,817) | ||
| Weighted average number of shares in issue | 152,664,505 | 148,409,933 | ||
| Fully diluted weighted average number of shares in issue | 156,424,604 | 160,774,267 | ||
| Basic earnings/(loss) per share from continuing operations (based on PAT/(LAT)) | 0.02p
| (3.92)p
| ||
| Diluted earnings/(loss) per share from continuing operations (based on PAT/(LAT)) |
0.02p | (3.92)p | ||
| Year ended | Year ended | |||
| 31 December | 31 December | |||
| 2012 | 2011 | |||
| £‘000 | £‘000 | |||
| Loss on ordinary activities after taxation (LAT) | (3,523) | (31,473) | ||
| Weighted average number of shares in issue | 152,664,505 | 148,409,933 | ||
| Fully diluted weighted average number of shares in issue | 156,424,604 | 160,774,267 | ||
| Basic loss per share (based on LAT) | (2.31)p | (21.21)p | ||
| Diluted loss per share (based on LAT) | (2.31)p | (21.21)p |
5 Discontinued operation
In June 2012 the Group completed the sale of its entire interest in ThinkEquity LLC to management. The segment was not a discontinued operation or classified as held for sale as at 31 December 2011 and the comparative consolidated income statement has been restated to show the discontinued operation separately from continuing operations.
Following the divesting of control of ThinkEquity LLC, responsibility for commitments made by ThinkEquity LLC whilst within the Group, including lease commitments, remained with ThinkEquity LLC. To facilitate the disposal, the Company committed to share costs with ThinkEquity Holdings LLC in relation to any claims arising from regulatory, litigation or arbitration cases brought against ThinkEquity LLC prior to the disposal date to a maximium contribution of $900,000.
ThinkEquity LLC and its 100% shareholder, ThinkEquity Holdings LLC filed for protection under chapter 7 of the US Bankruptcy code on 6 November 2012. Panmure Gordon Holdings (US) LLC owned 22.5% of the shareholdings in ThinkEquity Holdings LLC with the balance owned by the management of ThinkEquity. Subsequently certain claims have been asserted against Panmure Gordon resulting from the filing on 6 November 2012. In calculating the total loss for the year on the discontinued operation, management has taken a prudent approach to assessing the validity of these claims which will be strongly defended where appropriate.
| Results from discontinued operation | As at | As at | ||||
| 31 December | 31 December | |||||
| 2012 | 2011 | |||||
| Trading activities | £‘000 | £’000 | ||||
| Revenue | 9,340 | 20,015 | ||||
| Expenses | (11,080) | (42,251) | ||||
| Results from operating activities | (1,740) | (22,236) | ||||
| Income tax | - | (3,420) | ||||
| Results of trading activities | (1,740) | (25,656) | ||||
| Discontinued operation | ||||||
| Fair value of consideration received | - | - | ||||
| Less fair value of net assets disposed of | (3,186) | - | ||||
| Foreign currency translation reserve recycled to other comprehensive income | 3,084 | - | ||||
| Other costs | (1,713) | - | ||||
| Loss on disposal of discontinued operation | (1,815) | - | ||||
| Loss for the year on discontinued operation | (3,555) | (25,656) | ||||
| Cash flow from discontinued operation | As at | As at | ||||
| 31 December | 31 December | |||||
| 2012 | 2011 | |||||
| £‘000 | £’000 | |||||
| Net cash from operating activities | (1,152) | (4,086) | ||||
| Cash flows from investing activities | (4,954) | (227) | ||||
| Net cash from financing activities | (11) | 3,264 | ||||
| Net cash flow for the year | (6,117) | (1,049) | ||||
| Effect of disposal on the financial position of the Group | ||||||
| Property, plant and equipment | (1,275) | |||||
| Investment in associate | (221) | |||||
| Available for sale investments | (55) | |||||
| Cash and cash equivalents | (4,954) | |||||
| Trade and other receivables | (2,110) | |||||
| Trade and other payables | 5,429 | |||||
| Net assets and liabilities | (3,186) | |||||
| Consideration received satisfied in cash | - | |||||
| Cash and cash equivalents disposed of | (4,954) | |||||
| Net cash outflow | (4,954) | |||||
The financial information set out above does not constitute the company’s statutory accounts for the year ended 31 December 2012, but is derived from those accounts. The annual report and statutory accounts will be sent to shareholders and will be made available to the public from the Company’s website: www.panmure.com or, upon request, at the registered office of Panmure Gordon & Co. plc, One New Change, London EC4M 9AF.
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