TIDMIPX
RNS Number : 5682V
Impax Asset Management Group plc
04 December 2019
Impax Asset Management Group plc
Results for the year ended 30 September 2019
London 4 December 2019 - Impax Asset Management Group plc
("Impax" or the "Company"), the specialist investor focused on the
transition to a more sustainable global economy, today announces
final audited results for the year ending 30 September 2019 (the
"Period").
Business highlights
-- Assets under management ("AUM") increased 21% to GBP15.1 billion (2018: GBP12.5 billion)
-- Net inflows of GBP1.4 billion, including multiple segregated
mandates and flows into mutual funds
-- Strong long-term investment performance extended
-- Further integration of Pax World Management acquisition and development of new opportunities
-- Won multiple awards including Shares Magazine AIM Company of
the Year and Funds Europe's European Specialist Investment Firm
-- Net inflows of over GBP0.5 billion in the first two months of
the new financial year contributed significantly to AUM rising to
GBP15.7 billion by 30 November
Financial highlights
-- Revenue increased 12% to GBP73.7 million (2018: GBP65.7 million)
-- Profit before tax increased 29% to GBP18.9 million (2018: GBP14.6 million)
-- Shareholders equity increased 20% to GBP63.2 million (2018: GBP52.6 million)
-- Adjusted operating profit GBP18.0 million (2018: GBP20.0 million)
-- Acquisition debt repaid early and in full
-- Proposed final dividend of 4.0 pence per share, resulting
total dividend for the year of 5.5 pence per share inclusive of
interim dividend of 1.5 pence per share, a year-on-year increase of
34% (2018: 4.1 pence per share and special dividend of 2.6p per
share)
-- New dividend policy: paying, in normal circumstances, an
annual dividend within a range of 55% and 80% of adjusted profit
after tax
Keith Falconer, Chairman, commented:
"The last 12 months have seen unprecedented concern globally
about environmental issues and rapidly expanding opportunities from
the transition to a more sustainable economy. Against this backdrop
it has been yet another strong year for Impax. The key investment
strategies maintained their track record of out-performing global
equity markets, AUM continues to increase and we see growing
interest from investors in our broad product range."
Ian Simm, Chief Executive, added:
"Impax expanded significantly in 2019, with double digit growth
across key performance indicators including, AUM (+21%), revenue
(+12% year-on-year) and final dividend (+34% year-on-year).
"Positive net inflows of GBP1.4 billion underpin these results
and we have a strong pipeline in place for 2020. The drivers behind
the global economy's transition to a more sustainable model are
only increasing and we remain ideally positioned to benefit from
this. The solid foundations we've laid down over the last twenty
years and the investments we have made in our business should
support significant further growth for the Company.
"Impax received a number of awards during the period, most
notably the Circulars Investor Award at the World Economic Forum in
Davos, Shares Magazines AIM Company of the Year Award and Funds
Europe's European Specialist Investment Firm Award. Furthermore,
the London Stock Exchange awarded Impax its new Green Economy Mark
in 2019, increasing our visibility as one of just 75 companies
currently listed across the Main Markets and AIM with 50% or more
of revenues from environmental solutions."
Enquiries:
Ian Simm, Chief Executive
+44 (0)20 7434 1122 (switchboard)
Karen Wagg, Head of Communications
+44(0)20 3912 3142 / k.wagg@impaxam.com
Nominated Adviser, Peel Hunt LLP
+44 (0)20 7418 8900
Guy Wiehahn, Rishi Shah
Montfort Communications
+44(0)20 3514 0897
Gay Collins, Louis Supple, Jack Roddan
LEI number: 213800AJDNW4S2B7E680
Chairman's Introduction
I am pleased to report on another year of strong growth and the
achievement of important milestones for Impax Asset Management
Group plc ("Impax" or the "Company"). During the twelve months to
30 September 2019 (the "Period"), Impax's assets under management
and advice ("AUM") rose by 21% to GBP15.1 billion, and we continue
to receive strong net inflows of new client money. Our major
investment strategies maintained their record of out-performing
global equity markets, and we see growing interest from investors
in our products across all asset classes. It is also pleasing to
report on the success of the integration of Impax Asset Management
LLC ("Impax NH"), and the positive feedback on our progress that we
have received from our staff, clients, distribution partners and
shareholders.
J Keith R Falconer
3 December 2019
Chief Executive's Report
During the Period Impax's AUM increased by 21% to reach GBP 15.1
billion. Notwithstanding a challenging backdrop for equity markets,
we have continued to attract strong net inflows with GBP1.4 billion
of net new client money, and our major investment strategies
maintained their record of out-performance versus global equity
indices.
The long-term drivers of this transition, namely the expanding
global population, rising living standards, natural resource
constraints, pollution and environmental damage, are underpinning a
widening range of attractive investment opportunities. Particularly
noteworthy is the unprecedented flow of private capital into
companies that are contributing to the mitigation of and adaptation
to climate change.
Net inflows of over GBP0.5 billion in the first two months of
the new financial year contributed significantly to AUM rising to
GBP15.7 billion by 30 November.
An increasingly compelling investment landscape
Since Impax began managing client money in 1998, the markets for
goods and services that are addressing environmental problems
and/or improving resource efficiency have expanded dramatically,
propelled by rising demand, new business models based on emerging
technologies, and supportive policy. Looking ahead, these trends
are set to accelerate and huge investment in environmental markets
will be needed over decades if we are to maintain global
temperature increase to within 1.5 degrees Celsius of
pre-industrial levels, as agreed by the 183 nations and the
European Union that ratified the Paris Climate Agreement in
2016.
In addition to developments in technology and business models,
Government policy continues to be highly supportive of our
investment thesis. In 2018 the EU adopted aggressive 2030 goals,
particularly to cut greenhouse gas emissions by at least 40% from
1990 levels, to increase renewable energy to 32% (of total energy)
and to improve energy efficiency by at least 32.5%. These targets
are likely to be tightened further early in the next decade
following the COP26 Climate Summit next year, which is expected to
focus on heightened levels of ambition for national emissions
targets. Reflective of these policies, and supported by falling
technology costs, markets for clean power generation, low emissions
transportation, advanced waste processing and sustainable food are
expanding rapidly.
This year the UK became the first major economy to legislate for
"net zero" greenhouse gas emissions by 2050 and is in the process
of ensuring that sector policies are harmonised with this ambitious
goal.
The UK Government also recently announced its Green Finance
Strategy, which includes plans to ensure that the financial risks
and opportunities from climate change are integrated into
mainstream financial decision making.
In the United States, the approach to environmental policy is
currently mixed, with Federal agencies being directed to reverse a
number of statutes and stall further development, whilst at the
state and municipal levels there is a high level of activity and
commitment, particularly in the face of unprecedented levels of
flooding, storm damage and drought. Meanwhile, demand for
environmental goods and services continues to rise and these
markets are expanding more rapidly than the broader economy.
During 2019 many Asian governments implemented further new
policies supportive of sustainable development. In China the
government announced the setting of new carbon emissions limits on
key energy intensive sectors, and that it had cut carbon dioxide
emissions per unit of GDP by 46% versus 2005 levels, surpassing its
2020 target three years early. The government also met its 2018
target to invest a trillion yuan in water conservation projects.
Meanwhile the Indian government has announced ambitious plans to
end the sale of all diesel and petrol vehicles and move towards an
all-electric car fleet by 2030.
Fund flows and distribution
During the Period we received GBP1.4 billion in net new client
money, including several new significant mandates, and sustained
inflows into most of the open-ended funds managed by Impax Asset
Management Limited or Impax Asset Management AIFM Limited (together
known as "Impax LN").
Impax LN Impax NH
-------------------------- ------------------------------- -------------------------------- ------
Fixed income,
smart beta, Total
AUM Movement 12 months Listed equities Real assets(1) US equities Reconciliation(2) firm
to 30 September 2019 GBPm GBPm GBPm GBPm GBPm
-------------------------- --------------- -------------- ------------- ----------------- ------
Total AUM at 30 September
2018 9,024 450 3,644 (603) 12,515
Net flows 1,691 (4) (251) (57) 1,379
Market movement, FX and
performance 941 (1) 266 (49) 1,157
-------------------------- --------------- -------------- ------------- ----------------- ------
Total AUM at 30 September
2019 11,656 445 3,659 (709) 15,051
-------------------------- --------------- -------------- ------------- ----------------- ------
1 Real Assets comprise Private Equity and Property funds
2 Avoidance of double count of Pax World Global Environmental
Markets Fund and Pax Global Opportunities Fund
In December 2018, St James's Place hired us to run our Global
Opportunities strategy for their Sustainable and Responsible Equity
fund, which launched at GBP283 million and had reached GBP439
million by the end of the Period. We have seen major allocations to
our Leaders strategy with three new mandates investing in this
strategy. These include AP7, the government agency which manages
Sweden's premium pension funds and the Luxembourg State Pension
Fund. In May we began the management of an account for the
California State Teachers Retirement System. Just before the Period
end, Formuepleje, the largest non-bank owned asset manager in
Denmark, mandated Impax to manage its Better World Global
Opportunities fund.
At the time of writing we have several material mandates in the
pipeline from institutional investors in Europe and North
America.
Flows into the Pax World Funds were negative in aggregate over
the Period but had turned positive (on a monthly basis) by
September 2019 as clients and prospects responded to improved
investment performance. The Global Women's Leadership Fund, which
employs a factor-based investment approach, and which invests in a
basket of listed companies with strong female leadership
representation, was particularly successful, registering US$130
million of net inflows over the Period. Net outflows were highest
in the US Small Cap Fund and the Balanced Fund.
Investment performance
Listed Equity
The Impax LN managed listed equity strategies performed well
over one year with all strategies other than Sustainable Food
out-performing the ACWI, their global benchmark index. The Global
Opportunities strategy, which we launched in January 2015, has
extended its significant out-performance; over the Period, this
strategy returned 14.5%3 compared to the ACWI which delivered
7.3%4, reflecting in particular strong stock selection in the IT,
Materials and Healthcare sectors.
Performance from the Pax World Funds managed by Impax NH
improved significantly with eight out of eleven funds delivering
top quartile performance in their peer group over the Period.
3 In line with market standards, the strategy returns are
calculated including the dividends reinvested, net of withholding
taxes gross of management fee and are represented in sterling
4 MSCI indices are total net return (net dividend
reinvested)
Real Assets
Impax's private equity infrastructure business focused on
renewable energy continues to advance. Our third fund, Impax New
Energy Investors III ("NEF III"), which closed to new investors
last year with EUR357 million of commitments, has already invested,
committed or reserved over 50% of its capital; the portfolio now
includes a developer of wind and solar assets in France, a
developer of hydropower projects in Norway and a 110 MW solar PV
scheme in the Netherlands, which when built will be the largest of
its kind. We are also planning to re-power operational wind assets
in France and Germany.
Impax New Energy Investors II ("NEF II") has produced attractive
returns for investors and we have made good progress in selling the
small number of remaining assets in the Fund.
During 2020 we plan to make further investments in NEF III, and
given the highly encouraging pipeline of opportunities we are
already starting to gauge investor appetite for new investment
products in this area.
Developing the Impax team
Impax has one of the largest specialist investment teams
globally focused on the transition to a more sustainable global
economy. We now have 156 staff based in our London headquarters,
Hong Kong and our US offices in Portsmouth NH, Greenwich CT and
Portland OR. During the Period we added a net thirteen positions
covering a wide range of functions. As the Company has grown, we
have endeavoured to sustain a strong culture and develop systems
and policies that make Impax an attractive place to work. Following
the acquisition of Impax NH, a project team consulted with staff to
update the statement of our values in order to reflect our approach
to working practices, diversity/inclusion, community involvement
and environmental management.
The integration of Impax NH is well on track. Most areas of the
Support Team are now well integrated, while the Client Service and
Business Development teams are collaborating closely, particularly
in the United States where there are many common clients. Although
the investment teams remain separately managed today, they already
use a common IT portal to access research and are sharing best
practice in managing the investment process.
Earlier this year we repeated the 2017 staff engagement survey
in order to gauge changes in staff attitudes, particularly in light
of Impax's strong growth and the Impax NH acquisition. We were very
pleased with the results, which included a 92% response rate and a
90% "engagement" score. Based on the results, we were awarded the 5
Star Employer Award 2019 from Work Buzz; this followed last year's
award for Impax LN from Investment Week as one of the "Best Places
to Work in Investment in 2018". Furthermore, for the fourth
consecutive year, Business NH Magazine has named Impax NH one of
the best companies to work for in the state of New Hampshire.
Beyond investment returns
As one of the pioneers of investment focused on sustainable
development, Impax has always sought to contribute to thought
leadership in this area. For example, in 1999 we developed one of
the world's first taxonomies of the green economy, which was
adopted in 2007 by FTSE Russell; we remain FTSE Russell's partner
in the development of classification systems and financial indices
covering the sustainable economy. In October 2019, the London Stock
Exchange launched the Green Economy Mark to recognise companies
that derive more than 50% of their revenues from environmental
solutions; Impax Asset Management Group plc and Impax Environmental
Markets plc, the investment trust that we manage, were among the
first recipients of the new Mark.
Since 2014, in response to client concerns about the investment
risk posed by climate change, we have co-led a research programme
with Imperial College, London, to develop a quantitative tool that
allows investors to manage "transition risk", i.e. the shifts in
the economy necessary to reduce emissions. We are currently active
in industry groups to develop best practice in climate risk
assessment and disclosure, and we are working with peers and
environmental scientists to investigate methodologies for the
measurement of physical climate risk.
Our work to help improve the governance, strategy and risk
management of the companies we invest in is particularly valued by
clients. Over the Period our engagement work focused on a number of
Asian companies, in particular those where board structure and
levels of disclosure often fall short of best practice. We are also
increasing our dialogue with companies to discuss their exposure
to, and plans to manage, physical climate risks.
Client interest in the non-financial outcomes of Impax-managed
investment portfolios continues to build. This is the fifth year
that we have published environmental impact metrics, quantifying
and disclosing the environmental benefit derived from portfolio
companies' activities. We report the climate impact of our
strategies compared with the current global economy, and an economy
consistent with two degrees of warming. We also show how our five
largest strategies are aligned with the United Nations' Sustainable
Development Goals.
Awards and industry recognition
This year, in addition to being named "AIM Company of the
Year"5, we were delighted to receive two prestigious industry
awards acknowledging the quality of our work. At the World Economic
Forum's Annual Meeting in Davos in January, Impax was presented
with the Circulars 'Investor' Award in recognition of our work
"leading the way in investment to support a transition to a more
circular economy." In August we were also awarded "Boutique Manager
of the Year" at the Environmental Finance Sustainable Investing
awards.
5 Shares magazine
Regulatory update and Brexit
Impax is preparing for compliance with the FCA's Senior Managers
& Certification Regime ("SM&CR") to UK asset managers from
9 December 2019. We have reviewed our governance structures and
committee representation to reflect the requirements of SM&CR.
As a result, we have optimised individual accountability and
reviewed standards of personal conduct.
At the time of writing the UK faces renewed uncertainty over
Brexit and the exact impact that this may have on the Company
remains hard to predict. We have well-developed, detailed
contingency plans and have established an entity authorised in the
EU27 as a UCITS management company and an Alternative Investment
Fund Manager with ancillary MiFID permissions.
This legal entity is domiciled in Ireland, enabling Impax to
continue providing services to existing EU clients and develop
future EU relationships. In the event of the UK departing the EU on
World Trade Organization (WTO) terms, it is expected that less than
five percent of the Group's assets would need to be managed from
our Dublin office.
Outlook
In 2019 markets have become harder for investors to navigate.
With the US-China trade war leading to the implementation of
tariffs, widespread concerns about prospects for global growth, and
unprecedented levels of political turmoil in several countries,
including the UK, there are many reasons for investors to be
cautious.
Nevertheless, the commitment of policy makers, the business
community and wider civil society to combatting climate change,
reducing pollution and forging a path towards a more sustainable
economy has never been stronger. Against this backdrop, Impax's
committed teams, well-established investment philosophy, broad
range of investment solutions and acknowledged leadership position
across many markets should stand the Company in good stead to
deliver further growth over the coming years.
Ian R Simm
3 December 2019
FINANCIAL REVIEW
As in previous periods, in order to facilitate comparison of
performance with previous time periods and to provide an
appropriate comparison with our peers, the Board encourages
shareholders to focus on financial measures after adjustment for
non-recurring acquisition costs, accounting charges or credits
arising from the acquisition accounting from Impax NH, and
adjustments arising from the accounting treatment of National
Insurance costs on share based payment awards.
These financial results include Impax NH for a full 12 months
(2018: 8.5 months). A reconciliation of the International Financial
Reporting Standards ("IFRS") and adjusted numbers is provided in
Note 4 to this report.
2019 2018
---------------------------------------- ---------------------------------------- ---------------
AUM GBP15.1bn GBP12.5 bn
---------------------------------------- ---------------------------------------- ---------------
Revenue GBP73.7m GBP65.7m
---------------------------------------- ---------------------------------------- ---------------
Adjusted operating profit GBP18.0m GBP20.0m
---------------------------------------- ---------------------------------------- ---------------
Adjusted profit before tax GBP18.1m GBP19.2m
---------------------------------------- ---------------------------------------- ---------------
Adjusted diluted earnings per share 11.5p 12.4p
---------------------------------------- ---------------------------------------- ---------------
Debt - GBP10.0m
---------------------------------------- ---------------------------------------- ---------------
Cash reserves GBP26.2m GBP24.6m
---------------------------------------- ---------------------------------------- ---------------
Seed investments GBP4.6m GBP3.8m
---------------------------------------- ---------------------------------------- ---------------
Dividend per share 1.5p interim 1.1p interim
+ 4.0p final + 3.0p final
+ 2.6p special
---------------------------------------- ---------------------------------------- ---------------
2019 2018
---------------------------------------- ---------------------------------------- ---------------
IFRS operating profit GBP18.8m GBP15.5m
IFRS profit before tax GBP18.9m GBP14.6m
IFRS adjusted diluted earnings per
share 12.1p 8.9p
---------------------------------------- ---------------------------------------- ---------------
Revenue
Revenue for the Period grew by GBP8.0 million to GBP73.7 million
(2018: GBP65.7million). Growth was driven by continued strong
inflows for Impax LN and the inclusion of a full 12 months of Impax
NH revenue, offset by the loss of one-off private equity income
recorded in 2018 (GBP6.1 million) and the market falls in the
fourth quarter of 2018.
Our run-rate(6) revenue at the end of the Period was GBP78.3
million (2018: GBP69.6 million), giving a weighted average run rate
revenue margin of 52 basis points (2018: 56.4 basis points) on the
GBP15.1 billion of AUM.
6 Run-rate is calculated as the month of September 2019's result
extrapolated for 12 months. Adjustments are also made to remove the
effects of one-off transactions
Operating costs
Adjusted operating costs increased to GBP55.7 million (2018:
GBP45.7 million). Impax LN costs increased to GBP35.8 million as a
result of planned growth in staff and other costs. Impax NH costs
increased to GBP19.9 million, mainly as a result of including a
full 12 months of operations.
We continue to invest selectively in the business to take
advantage of strong growth opportunities, so expect cost increases
in the near term to be modest.
IFRS operating costs include additional charges and credits,
principally being the amortisation of intangible assets arising on
the Impax NH acquisition, which for the Period is more than offset
by the release of the provision for contingent consideration for
the acquisition. Contingent consideration is re-assessed at each
reporting date, and any adjustment is reported through IFRS
operating profit; the outflows seen at Impax NH have led us to
reduce our estimate to nil, leading to a credit of GBP3.5m.
Profits
We consider run-rate adjusted operating profits at the end of
the Period as giving the best indication of the current
profitability of the Group and these grew to GBP20.6 million (2018:
GBP18.4 million) in line with business expansion.
Overall, in light of the revenue and cost factors described
above, adjusted operating profits for the Period were GBP18.0
million, ie lower than 2018 (GBP20.0 million). The contribution
from Impax NH to adjusted operating profit of GBP1.3 million was
lower than expected at the time of the acquisition due to outflows
from the funds it manages in combination with the market falls.
Fair value gains and other non-operating income offset interest
expense and non-operating costs to give adjusted profit before tax
of GBP18.1 million (2018: GBP19.2 million).
Tax
Tax rates were in line with the prior period.
Earnings per Share
Adjusted earnings per share fell to 11.5p (2018: 12.4p) as a
result of the reduced adjusted profits and an increase in average
shares in issue following the share issuance last year and option
exercises.
IFRS earnings per share however benefited from the contingent
consideration credit and the absence of acquisition costs in the
Period and increased to 12.1p (2018: 8.9p).
Financial management
In order to fund the acquisition of Impax NH, the Company
entered into a US$26 million debt facility with the Royal Bank of
Scotland plc. This facility comprised a US$13 million term loan
facility (LIBOR plus 2.9%), repayable annually over a three year
term, and a US$13 million five year term revolving facility (the
"RCF") (LIBOR plus 3.3%). As a result of our strong growth since
the acquisition we are pleased to announce that we have repaid all
this borrowing and retain US$13 million under the RCF. At the
Period end the Company held GBP26.2 million of cash resources.
During the Period, the Company redeemed GBP2 million by exiting
its seed investment in the successful UCITS fund based on the
Global Opportunities strategy. The cash raised was largely
re-invested into a segregated account investing in our new Global
Women's Select Strategy.
The Company's subsidiary, Pax Ellevate Management ("PEM"),
manages the Pax Global Women's Leadership fund. In July, the
Company acquired the 49% minority stake in PEM that was owned by
the third party Ellevate Asset Management, for net consideration of
GBP0.75 million after settlement of amounts due to Impax by the
third party (gross GBP1.8 million), giving the Group full ownership
of the future revenues from this fast-growing product.
Share management
The Board intends that the Company will continue to purchase its
own shares from time to time after due consideration of attractive
alternatives for the use of the Company's cash resources. Shares
purchased may be used to satisfy obligations linked to share
incentive awards for employees. Share purchases are usually made by
funding the Company's Employee Benefit Trusts ('EBTs') which will
then settle option exercises or hold shares for Restricted Share
awards until they vest.
During the Period, the EBTs spent GBP2.5 million buying 1.2
million of the Company's shares at an average price of 212 pence.
At the Period end, the EBTs held a total of 9.0 million shares, 7.2
million of which were held for Restricted Shares leaving up to 1.9
million shares available for option exercises and future share
incentive awards. Net options outstanding at the Period end were
4.5 million, of which 2.7 million were exercisable.
The Company did not issue any shares in the Period. Equity
issuance may arise in respect of staff option exercises that have
not been previously matched by share purchase into the EBTs, and in
2021, conversion into Impax shares of Impax NH management's
remaining 16.7% interest in Impax NH.
DIvidends
We have been following a progressive dividend policy over the
ten years since we initiated payment in 2009, and have consistently
grown the dividend for each year over this period. We paid an
interim dividend of 1.5 pence per share in July 2019. In accordance
with this progressive dividend policy, and reflecting the strong
performance and prospects for the Company, the Board now recommends
payment of a final dividend of 4.0 pence per share. If this is
approved by shareholders the aggregate dividend for the year would
be 5.5 pence per share, which represents a 34% increase over the
dividend for the previous year.
Looking to the future, and in the light of the Company's strong
financial position and growth prospects, the Directors now regard
it as appropriate to move to a policy of paying, in normal
circumstances, an annual dividend within a range of 55% and 80% of
adjusted profit after tax. We will use residual cash to strengthen
the Firm's capital position, in particular to ensure the continuing
adequacy of regulatory capital and liquidity, to make seed
investments and to advance the program of market share
purchases.
This dividend proposal will be submitted for formal approval by
shareholders at the Annual General Meeting on 19 March 2020. If
approved, the dividend will be paid on or around 27 March 2020. The
record date for the payment of the proposed dividend will be 21
February 2020 and the ex-dividend date will be 20 February
2020.
The Company operates a dividend reinvestment plan ("DRIP"). The
final date for receipt of elections under the DRIP will be 6 March
2020. For further information and to register and elect for this
facility, please visit www.signalshares.com and search for
information related to the Company.
Going concern
The Financial Reporting Council requires all companies to
perform a rigorous assessment of all the factors affecting the
business when deciding to adopt a "going concern" basis for the
preparation of the accounts. The Board has reviewed the Group's
financial plans, budget and stress testing. Impax has a strong
balance sheet and a predicable operating cost profile. After taking
these factors into consideration the Directors consider that the
adoption of a "going concern" basis, covering a period of at least
12 months from the date of this report, is appropriate.
Charles D Ridge
3 December 2019
Consolidated Income Statement
For the year ended 30 September 2019
2019 2018
GBP000 GBP000
------------------------------------------------ -------- --------
Revenue 73,695 65,683
Operating costs (54,883) (50,200)
Fair value gains/(losses) on investments
and other financial income/(expense) 842 (337)
Interest expense (912) (670)
Non-controlling interest 156 184
Change in third-party interests in consolidated
funds - (40)
------------------------------------------------- -------- --------
Profit before taxation 18,898 14,620
Taxation (3,028) (3,219)
------------------------------------------------- -------- --------
Profit after taxation 15,870 11,401
------------------------------------------------- -------- --------
Earnings per share
------------------------------------------------ -------- --------
Basic 12.2p 9.0p
Diluted 12.1p 8.9p
------------------------------------------------- -------- --------
Dividends per share
------------------------------------------------ -------- --------
Special dividend paid - 2.6p
Interim dividend paid and final dividend
declared for the year 5.5p 4.1p
------------------------------------------------- -------- --------
Adjusted results are provided in Note 4
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2019
2019 2018
GBP000 GBP000
----------------------------------------------- ------- -------
Profit for the year 15,870 11,401
Change in value of cash flow hedges (12) (74)
Tax on change in value of cash flow hedges 2 14
Exchange differences on translation of foreign
operations 922 1,212
----------------------------------------------- ------- -------
Total other comprehensive income 912 1,152
Total comprehensive income for the year
attributable to equity holders of the parent 16,782 12,553
----------------------------------------------- ------- -------
All amounts in other comprehensive income may be reclassified to
income in the future.
The statements have been prepared on the basis that all
operations are continuing operations.
Consolidated Statement of Financial Position
As at 30 September 2019
2019 2018
-------------- --------------
GBP000 GBP000 GBP000 GBP000
------------------------------------- ------ ------ ------ ------
Assets
Goodwill 12,804 12,171
Intangible assets 24,518 25,565
Property, plant and equipment 1,779 1,836
Deferred tax assets 3,757 4,450
-------------------------------------- ------ ------ ------ ------
Total non-current assets 42,858 44,022
Trade and other receivables 16,740 15,858
Investments 4,626 4,349
Current tax asset 239 890
Cash invested in money market
funds
and long-term deposit accounts 15,235 11,211
Cash and cash equivalents 11,939 15,529
-------------------------------------- ------ ------ ------ ------
Total current assets 48,779 47,837
-------------------------------------- ------ ------ ------ ------
Total assets 91,637 91,859
-------------------------------------- ------ ------ ------ ------
Equity and liabilities
Ordinary shares 1,304 1,304
Share premium 9,291 9,291
Exchange translation reserve 1,936 1,014
Hedging reserve (54) (44)
Retained earnings 50,751 41,054
-------------------------------------- ------ ------ ------ ------
Equity attributable to owners
of the Company 63,228 52,619
Non-controlling interests - 898
-------------------------------------- ------ ------ ------ ------
Total equity 63,228 53,517
-------------------------------------- ------ ------ ------ ------
Trade and other payables 23,581 24,755
Loans - 3,326
Third-party interest in consolidated
funds - 87
Current tax liability 124 130
-------------------------------------- ------ ------ ------ ------
Total current liabilities 23,705 28,298
Trade and other payables 704 228
Loans - 6,652
Deferred tax liability 4,000 3,164
-------------------------------------- ------ ------ ------ ------
Total non-current liabilities 4,704 10,044
-------------------------------------- ------ ------ ------ ------
Total equity and liabilities 91,637 91,859
-------------------------------------- ------ ------ ------ ------
Consolidated Statement of Changes In Equity
For the year ended 30 September 2019
Share capital Share premium Exchange Hedging reserve Retained earnings Total Equity
GBP000 GBP000 translation GBP000 GBP000 GBP000
reserve
GBP000
------------------ ------------- ------------- ------------------ --------------- ----------------- ------------
Balance at 1
October 2017 1,277 4,093 (198) 16 30,456 35,644
Transactions with
owners of the
Company:
Shares issued 27 5,198 - - - 5,225
Dividends paid - - - - (7,386) (7,386)
Acquisition of own
shares - - - - (2,534) (2,534)
Cash received on
option exercises - - - - 4,477 4,477
Impax NH
management equity
scheme - value
assigned to
pre-acquisition
service - - - - 1,917 1,917
Tax credit on
long-term
incentive schemes - - - - 2,352 2,352
Fair value of put
option over
non-controlling
interest - - - - (1,451) (1,451)
Share based
payment charges - - - - 1,822 1,822
------------------ ------------- ------------- ------------------ --------------- ----------------- ------------
Total transactions
with owners
of the Company 27 5,198 - - (803) 4,422
Profit for the
year - - - - 11,401 11,401
Other
comprehensive
income:
Change in value of
cashflow hedges - - - (74) (74)
Tax on change in
value of cashflow
hedges - - - 14 - 14
Exchange
differences on
translation
of foreign
operations - - 1,212 - - 1,212
Total other
comprehensive
Income - - 1,212 (60) 1,152
------------------ ------------- ------------- ------------------ --------------- ----------------- ------------
Balance at 30
September 2018 1,304 9,291 1,014 (44) 41,054 52,619
Transactions with
owners of the
Company:
Dividends paid - - - - (5,792) (5,792)
Acquisition of own
shares - - - - (2,505) (2,505)
Cash received on
option exercises - - - - 111 111
Tax credit on
long-term
incentive schemes - - - - 251 251
Share based
payment charges - - - - 1,160 1,160
Fair value of put
option
over
non-controlling
interest - - - - (328) (328)
Acquisition of NCI
without
a change in
control - - - - 930 930
------------------ ------------- ------------- ------------------ --------------- ----------------- ------------
Total transactions
with
owners of the
Company - - - - (6,173) (6,173)
Profit for the
year - - - - 15,870 15,870
Other
comprehensive
income:
Change in value of
cash flow hedge - - - (12) - (12)
Tax on change in
value of cashflow
hedges - - - 2 - 2
Exchange
differences on
translation
of foreign
operations - - 922 - - 922
------------------ ------------- ------------- ------------------ --------------- ----------------- ------------
Total other
comprehensive
Income - - 922 (10) - 912
------------------ ------------- ------------- ------------------ --------------- ----------------- ------------
Balance at 30
September 2019 1,304 9,291 1,936 (54) 50,751 63,228
------------------ ------------- ------------- ------------------ --------------- ----------------- ------------
Consolidated Cash Flow Statement
For the year ended 30 September 2019
2019 2018
GBP000 GBP000
------------------------------------------------------- -------- --------
Operating activities
Cash generated from operations 20,848 23,436
Corporation tax (payment)/refund (580) 1,583
-------------------------------------------------------- -------- --------
Net cash generated from operating activities 20,268 25,019
-------------------------------------------------------- -------- --------
Investing activities
Acquisition of subsidiary (Impax NH), net of
cash acquired - (23,893)
Deconsolidation of investment fund (67) (255)
Net acquisition of property plant & equipment
and intangible assets (402) (1,690)
Net (investments into)/redemptions from unconsolidated
Impax funds (485) 3,938
Net investment disposals from consolidated Impax
funds7 - 932
Settlement of investment related hedges 258 (987)
Investment income received 236 279
Increase in cash held in money market funds
and long-term deposit accounts (4,024) (3,431)
-------------------------------------------------------- -------- --------
Net cash used by investing activities (4,484) (25,107)
-------------------------------------------------------- -------- --------
Financing activities
Acquisition of non-controlling interest (201) -
Proceeds from bank borrowings - 17,616
Repayment of bank borrowings (10,371) (8,779)
Interest paid on bank borrowings (670) (464)
Acquisition of own shares (2,505) (2,534)
Cash received on exercise of Impax staff share
options 111 4,477
Investments made by third-party investors into
consolidated funds7 - 17
Dividends paid (5,792) (7,386)
-------------------------------------------------------- -------- --------
Net cash used in financing activities (19,428) 2,947
-------------------------------------------------------- -------- --------
Net (decrease)/increase in cash and cash equivalents (3,644) 2,859
Cash and cash equivalents at beginning of year 15,529 12,932
Effect of foreign exchange rate changes 54 (262)
-------------------------------------------------------- -------- --------
Cash and cash equivalents at end of year 11,939 15,529
-------------------------------------------------------- -------- --------
7 The Group consolidates certain funds which it manages and
includes the funds cash flows in the above statement
Cash and cash equivalents under IFRS does not include deposits
in money market funds and cash held in deposits with more than an
original maturity of three months. The Group however considers its
total cash reserves to include these amounts. Cash held by
consolidated funds or in RPAs are not included in cash
reserves.
Movements on cash reserves are shown in the table below:
At the beginning Foreign At the end
of the year Cashflow exchange of the year
GBP000 GBP000 GBP000 GBP000
----------------------------- ---------------- -------- --------- ------------
Cash and cash equivalents 15,529 (3,644) 54 11,939
Cash invested in money
market
funds and long-term deposit
accounts 11,211 4,024 - 15,235
Cash in RPAs (2,074) 1,106 - (968)
Cash held by consolidated
funds (67) 67 - -
----------------------------- ---------------- -------- --------- ------------
Total Group cash reserves 24,599 1,553 54 26,206
----------------------------- ---------------- -------- --------- ------------
Notes to the Financial Statements
For the year ended 30 September 2019
1 REPORTING ENTITY
Impax Asset Management Group plc (the "Company") is incorporated
and domiciled in the UK and is listed on the Alternative Investment
Market ("AIM"). These consolidated financial statements comprise
the Company and its subsidiaries (together referred to as the
"Group").
2 BASIS OF PREPARATION
These financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRSs") adopted for
use by the European Union. At the time of approving the financial
statements, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence
for the foreseeable future and have concluded that it is
appropriate to adopt the going concern basis in preparing the
financial statements of the Group.
The financial statements have been prepared under the historical
cost convention, with the exception of the revaluation of certain
investments and derivatives being measured at fair value.
The financial statements are presented in Sterling. All amounts
have been rounded to the nearest thousand unless otherwise
indicated.
3 USE OF JUDGEMENTS AND ESTIMATES
In preparing these financial statements management has made
estimates that affect the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from estimates.
Revisions to estimates are recognised prospectively. The
significant estimates are described below.
- Intangible assets impairment testing
The intangible assets acquired on acquisition of Impax NH
represents investment management contracts. These are amortised
over an 11 year life which is considered reasonable given the
nature of the investors into these Funds. If there are any
indications of impairment the assets are tested for impairment at
each reporting date. The fair value at the date of acquisition was
calculated using the discounted cash flow methodology and
represented the valuation of the profits expected to be earned from
the management contracts in place at the date of acquisition. The
impairment test completed this year showed no impairment was
required and used the following key assumptions - future
subscription of new assets of US$0.34bn per annum on average (2018:
USD$0.22bn), future equity fund performance of 5% (2018: 5%), an
average operating margin of 23% (2018: 20%) and a discounted cost
of capital of 13.5% (2018: 13.5%). The increase in the inflows
assumption reflects an improvement in the performance and
marketability of certain funds.
Changes in the assumptions would reduce the fair value of the
intangible asset as follows: a consistent ten per cent decrease in
inflows - reduction of GBP4.1 million; a 100 basis point annual
reduction in performance each year - reduction of GBP4.8 million; a
one per cent annual reduction in operating margin - reduction of
GBP2.1 million.
- Goodwill impairment testing
As detailed in note 13 Goodwill arose on the acquisition of
Impax NH in 2018. An impairment test on this goodwill is completed
each year. In performing the impairment test, a calculation of the
recoverable amount of the goodwill is prepared, using the value in
use approach, and compared to the carrying value. The recoverable
amount was based on the net present value of future earnings. Key
assumptions used were long-term equity AUM growth rates of 5% an
average operating margin of 23% and a discount rate of 12.5%. The
recoverable value of Goodwill is in excess of the carrying value.
Management do not believe there is a reasonable possibility of an
impairment over the next 12 months and do not expect goodwill to be
a significant estimate in future periods.
4 ADJUSTED PROFITS AND EARNINGS
The reported operating earnings, profit before tax and earnings
per share are substantially affected by non-recurring acquisition
costs, business combination effects and other items. The Directors
have therefore decided to report an Adjusted operating profit,
Adjusted profit before tax and Adjusted earnings per share which
exclude these items in order to enable comparison with peers and
provide consistent measures of performance over time. A
reconciliation of the adjusted amounts to the IFRS reported amounts
is shown below.
Year ended 30 September 2019
-----------------------------------------
Adjustments
---------------------
Reported Business
- combination
IFRS effects Other Adjusted
GBP000 GBP000 GBP000 GBP000
----------------------------------------- -------- ------------ ------- --------
Revenue 73,695 73,695
Operating costs (54,883) (55,717)
Amortisation of intangibles arising
on acquisition 2,528
Credit from contingent consideration
adjustment (3,543)
Acquisition equity incentive scheme
charges (21)
Mark-to-market charge on equity
awards* 202
------------------------------------------ -------- ------------ ------- --------
Operating Profit 18,812 (1,036) 202 17,978
Fair value gains/(losses) on investments
and other financial income/(expense) 842 209 (154) 897
Interest Payable (912) (912)
Non-controlling interest 156 156
Change in third-party consolidated - -
funds
------------------------------------------ -------- ------------ ------- --------
Profit before taxation 18,898 (827) 48 18,119
Taxation (3,028) (3,037)
Tax credit on adjustments (9)
------------------------------------------ -------- ------------ ------- --------
Profit after taxation 15,870 (827) 39 15,082
------------------------------------------ -------- ------------ ------- --------
Diluted earnings per share 12.1p (0.6p) 0.0p 11.5p
------------------------------------------ -------- ------------ ------- --------
* The charge is offset by GBP251,000 of tax credits shown in the
statement of changes in equity
Year ended 30 September 2018
--------------------------------------------------------
Adjustments
------------------------------------
Non-recurring Business
Reported acquisition combination
- IFRS costs effects Other Adjusted
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------------- -------- ------------- ------------ ------- --------
Revenue 65,683 65,683
Operating costs (50,200) (45,696)
Acquisition costs 866
Amortisation of intangibles
arising on acquisition 1,676
Credit from contingent consideration
adjustment (170)
Acquisition equity incentive
scheme charges 236
Mark to market charge on
equity awards 1,896
------------------------------------- -------- ------------- ------------ ------- --------
Operating Profit 15,483 866 1,742 1,896 19,987
Fair value (losses)/gains
on investments and other
financial (expense)/income (337) 254 (170) (253)
Interest Payable (670) (670)
Non-controlling interest 184 184
Change in third-party consolidated
funds (40) (40)
------------------------------------- -------- ------------- ------------ ------- --------
Profit before taxation 14,620 866 1,996 1,726 19,208
Taxation (3,219) (3,667)
Tax credit on adjustments (120) (328)
------------------------------------- -------- ------------- ------------ ------- --------
Profit after taxation 11,401 746 1,996 1,398 15,541
------------------------------------- -------- ------------- ------------ ------- --------
Diluted earnings per share 8.9p 0.6p 1.7p 1.2p 12.4p
------------------------------------- -------- ------------- ------------ ------- --------
The adjusted diluted earnings per share is calculated using the
adjusted profit after taxation shown above including the IFRS
adjustment for profit attributable to owners of restricted shares
of GBP867,000 (2018: GBP738,000). The diluted number of shares is
the same as used for the IFRS calculation of earnings per share
Mark-to-market charge on equity incentive awards
The group has awarded employees in prior years and the current
period options over the Group's shares, some of which are either
unvested or unexercised at the balance sheet date. The Group has
also made awards of restricted shares ("RSS awards") the majority
of which have not vested at the balance sheet date. Employers
National Insurance Contributions ("NIC") are payable on the option
awards when they are exercised and on the RSS awards when they
vest, based on the valuation of the underlying shares at that
point. The Group does however receive a corporation tax credit
equal to the value of the awards at the date they are exercised
(options) or vest (RSS awards). A charge is accrued for the NIC
within IFRS operating profit based on the share price at the
balance sheet date. Similarly, a credit for the corporation tax is
accrued within IFRS other comprehensive income.
An additional retention payment is made to holders of legacy
LTIP awards ("LTIP") when they are exercised, all of which are
fully vested at the balance sheet date. The payment will be equal
to the corporation tax benefit the Group receives on the exercise
of the options minus the amount of NIC payable on exercise. This
charge is accrued based on the share price at the balance sheet
date.
These two charges vary based on the Group's share price
(together referred to as mark to market charge on equity incentive
schemes) and are not linked to the operating performance of the
Group. They are therefore eliminated when reporting adjusted
profit.
Contingent consideration
We are required to review and adjust our estimate of the
contingent consideration payable in respect of the Impax NH
acquisition. Any adjustment is recorded through income but is
excluded from adjusted profit.
Amortisation of intangibles
Intangible management contracts were acquired as part of the
Impax NH acquisition and are amortised over their 11 year life.
This is not reflective of the operating performance of the Impax NH
business and is therefore eliminated from operating costs.
Fair value losses/gains on investments and other financial
income/expense
The adjustments represent the removal of charges in respect of
unwinding the discount of the contingent consideration payable (see
above) and of legacy royalty income.
5 SEGMENTAL REPORTING
In January 2018, Pax World Management LLC was acquired by Impax
and has been re-named Impax Asset Management LLC. This company is
based in Portsmouth, New Hampshire and we refer to it as "Impax
NH". Impax NH is the manager of the Pax World Funds. Impax Asset
Management Ltd and Impax Asset Management (AIFM) Ltd manage or
advise listed equity funds and accounts, and the Real Assets
division. The majority of this business is based in London so we
refer to it as "Impax LN". Impax LN itself has two operating
segments: "Listed Equity" and "Private Equity". The results of
these segments have been aggregated into a single reportable
segment for the purposes of these financial statements because they
have characteristics so similar that they can be expected to have
essentially the same future prospects. These segments have common
investors, operate under the same regulatory regimes and their
distribution channels are substantially the same. Additionally,
management allocates the resources of Impax LN as though there is
one operating unit.
Segment information is presented on the same basis as that
provided for internal reporting purposes to the Group's chief
operating decision maker, the Chief Executive.
Year ended 30 September 2019
Impax LN Impax NH Adjustments Total
GBP000 GBP000 GBP000 GBP000
------------------------------------ -------- -------- ----------- -------
Revenue
External customers 50,030 23,665 - 73,695
Inter-segment 2,349 - (2,349) -
------------------------------------ -------- -------- ----------- -------
Total revenue 52,379 23,665 (2,349) 73,695
------------------------------------ -------- -------- ----------- -------
Segment profit - adjusted operating
profit 16,630 1,348 - 17,978
------------------------------------ -------- -------- ----------- -------
Year ended 30 September 2018
Impax LN Impax NH Adjustments Total
GBP000 GBP000 GBP000 GBP000
------------------------------------ --------- --------- ----------- -------
Revenue
External customers 48,262 17,421 - 65,683
Inter-segment 1,459 - (1,459) -
------------------------------------ --------- --------- ----------- -------
Total revenue 49,721 17,421 (1,459) 65,683
------------------------------------ --------- --------- ----------- -------
Segment profit - adjusted operating
profit 17,716 2,271 - 19,987
------------------------------------ --------- --------- ----------- -------
For the year ended 30 September 2018 Impax NH was only an
operating segment for eight and half months from the date of
acquisition.
6 OPERATING COSTS
The Group's largest operating cost is staff costs. Other
significant costs include direct fund expenses, premises costs
(rent payable on office building leases, rates and service charge),
amortisation of intangible assets, mark-to-market charges on share
awards and acquisition costs.
2019 2018
GBP000 GBP000
--------------------------------------- ------- -------
Staff costs (note 7) 36,657 31,543
Direct fund expenses 5,488 4,024
Premises costs 2,496 2,002
Research costs 322 259
Professional fees 2,596 2,242
IT and communications 3,458 2,513
Depreciation and amortisation 2,952 1,997
Acquisition costs - 526
Mark-to-market charges on share awards 202 2,137
Other costs 4,255 2,957
Sub-total 58,426 50,200
Contingent consideration (3,543) -
--------------------------------------- ------- -------
Total 54,883 50,200
--------------------------------------- ------- -------
Operating costs includes GBP791,000 (2018: GBP312,000) in
respect of placing agent fees paid to related parties
7 STAFF COSTS AND EMPLOYEES
2019 2018
GBP000 GBP000
---------------------------------------- ------- -------
Salaries and variable bonuses 29,290 23,672
Social security costs 1,661 2,443
Pensions 834 633
Share-based payment charge (see note 8) 1,160 1,822
Other staff costs 3,712 2,973
---------------------------------------- ------- -------
Total 36,657 31,543
---------------------------------------- ------- -------
Staff costs include salaries, a variable bonus, social security
cost (principally UK Employers' National Insurance on salary, bonus
and share awards), the cost of contributions made to employees'
pension schemes and share-based payment charges. Further details of
the Group's remuneration policies, including how the total variable
bonus pool is determined, are provided in the Remuneration Report.
Share-based payment charges are offset against the total cash bonus
pool paid to employees. National Insurance charges on share-based
payments are accrued based on the share price at the balance sheet
date.
The Group contributes to private pension schemes. The assets of
the schemes are held separately from those of the Group in
independently administered funds. The pension cost represents
contributions payable by the Group to these funds. Contributions
totalling GBP48,000 (2018: GBP12,137) were payable to the funds at
the year end and are included in trade and other payables.
Other staff costs include the cost of providing health and other
insurances for staff, Non-Executive Directors' fees, contractor
fees, recruitment fees and redundancy costs.
Employees
The average number of persons (excluding Non-Executive Directors
and including temporary staff), employed during the year was 151
(2018: 137).
2019 2018
No. No.
---------------------------------------- ---- ----
Listed Equity 55 51
Private Equity 11 12
Client Service and Business Development 43 36
Group 42 38
---------------------------------------- ---- ----
Total 151 137
---------------------------------------- ---- ----
8 SHARE-BASED PAYMENT CHARGES
The total expense recognised for the year arising from
share-based payment transactions was GBP1,160,259 (2018:
GBP1,822,000). The charges arose in respect of the Group's
Restricted Share Scheme ("RSS"), the Group's Employee Share Option
Plan ("ESOP") and the Group's Restricted Stock Units scheme ("RSU")
which are described below. Share based payment charges also arose
in respect of the Put and Call arrangement made with Impax NH
Management to acquire their shares in Impax NH. These are described
in note 19. Options are also outstanding in respect of the Group's
Long-Term Incentive Plan ("LTIP") which fully vested on 30
September 2012. Details of all outstanding options are provided at
the end of this note. The charges for each scheme are:
2019 2018
GBP000 GBP000
------------- ------- -------
RSS 1,099 1,333
ESOP 123 213
RSU (41) 41
Put and Call (21) 235
------------- ------- -------
Total 1,160 1,822
------------- ------- -------
Restricted Share Scheme
Restricted shares have been granted to employees in prior years
under the 2014, 2015, 2017 and 2018 plans. After the Period end the
Board approved the grant of a further 75,000 restricted shares
under the 2019 plan. Details of the awards granted along with their
valuation and the inputs used in the valuation are described in the
table below. The valuation was determined using the
Black-Scholes-Merton model with an adjustment to reflect that
dividends are received during the vesting period. Following grant,
the shares are held by a nominee for employees - who are then
immediately entitled to receive dividends. After a period of three
years continuous employment the employees will receive unfettered
access to one third of the shares, after four years a further third
and after five years the final third. The employees are not
required to make any payment for the shares on grant
or when the restrictions lapse.
The expected volatility was determined by reviewing the
historical volatility of the Company and that of comparator
companies. The expected dividend rate is determined using the
Company share price and most recent full year dividend.
2014 RSS 2015 RSS 2017 RSS 2018 RSS 2019 RSS
-------------------------- --------- ----------- ------------------ ---------- ----------
2,550,000/
3,140,000/ 500,000/
Awards originally granted 1,250,000 1,000,000 675,000 478,250 75,000
In respect of services 1 Oct 1 Oct 2014/ 14 Dec 2016/ 1 Oct 2017 1 Oct 2018
provided for period 2013 9 Feb 2016 11 May 2017/
from 1 Oct 2016
Option award value 49.9p 42.1p/41.5p 52.2p/87.7p/161.6p 201.3p 236.8p
Weighted average
share price on grant 52.5p 41.4p 77.4p 202.8p 239.0p
Expected volatility 32% 32%/31% 29%/29%/29% 30% 31%
Weighted average 5.3yrs 4.9yrs 4.3yrs 5.3yrs 5.3yrs
option life on grant
Expected dividend rate 3% 3% 4%/2%/2% 1% 2%
Risk free interest rate 1.2% 1.2%/0.8% 0.6%/0.6%/0.7% 1.2% 0.3%
-------------------------- --------- ----------- ------------------ ---------- ----------
Restricted shares outstanding 2019
--------------------------------- -----------
Outstanding at 1 October 2018 8,364,749
Granted during the year 478,250
Vested during the year (1,629,770)
Forfeited during the year (27,750)
Outstanding at 30 September 2019 7,185,479
--------------------------------- -----------
Employee share option plan
Options granted between 2012 and 2017
The strike price of these options was set at a 10% premium to
the average market price of the Company's shares for the 30
business days (2015 and 2017 ESOP: five days) following the
announcement of the results for each of the respective preceding
financial years. The 2012 - 2015 ESOP options have vested. The 2017
options do not have performance conditions but do have a time
vesting condition such that they vest subject to continued
employment on 31 December 2020.
The valuation was determined using the Black-Scholes-Merton
model.
Options granted in 2018 and 2019
In December 2018 500,000 options were granted under the 2018
plan. The strike price of these options was set at GBP1. The
options do not have performance conditions but do have a time
vesting condition such that the options vest subject to continued
employment five years following grant. Vested shares are restricted
from being sold for a further 5 year period (other than to settle
any resulting tax liability).
After the Period end the Board approved the grant of 650,000
options under the 2019 plan with the same conditions as the 2018
plan.
The valuation was determined using the binomial model.
Options outstanding
An analysis of the outstanding options arising from Company's
ESOP and LTIP plans is provided below:
Weighted average
exercise price
Number p
----------------------------------------- --------- ----------------
Options outstanding at 1 October 2018 4,275,500 69.6
Options granted 500,000 100.0
Options exercised (250,000) 42.8
----------------------------------------- --------- ----------------
Options outstanding at 30 September 2019 4,525,500 74.4
Options exercisable at 30 September 2019 2,725,500 19.3
----------------------------------------- --------- ----------------
Exercise prices for the options outstanding at the end of the
period were 1p for the LTIPs, 47.9p for the ESOP 2013, 56.9p for
the ESOP 2014, 45.4p for the ESOP 2015, 180.2p for the ESOP 2017
and 100.0p for the ESOP 2018. The weighted average remaining
contractual life was 2.96 years.
The Group purchases Shares to cover the exercise of LTIP, ESOP
and the granting of RSS awards.
Restricted stock units
The Group awarded RSUs to Impax NH staff and management on 18
January 2018. The RSUs entitle holders to receive Impax shares with
a total value equal to 10% of the Contingent Consideration paid for
the Impax NH acquisition (see note 19). The number of shares that
each individual will receive under the RSUs is determined on 15
January 2021 after the amount of Contingent Consideration payable
is finalised using the average Impax share price for the 20
consecutive trading days ending 15 January 2021. There is a further
two-year restriction on the holders' ability to sell the shares.
The shares are forfeited if the individual leaves at any time
before the restricted period ends.
The charge to the income statement for these awards is
determined each year by estimating the total value of shares that
will be awarded (using the estimate of Contingent consideration -
see Note 19) and spreading this over the five year period until the
restrictions cease. The estimates are updated each year and the
charge adjusted accordingly.
Based on the current estimate of contingent consideration no
shares will be issued.
Impax NH put and call arrangement
As detailed in note 19 the schemes put in place whereby Impax NH
management acquired their holding in Impax NH and the put and call
options which will require Impax to purchase those stakes using
Impax shares represent a share based payment. The charge is spread
over a three year period from the date of acquisition.
9 FAIR VALUE GAINS/(Losses) ON INVESTMENTS AND OTHER FINANCIAl
INCOME/(Expense)
2019 2018
GBP000 GBP000
-------------------------------------------------- ------- -------
Fair value gains/(losses) 103 (233)
Interest income 82 109
Other investment income 154 170
Unwinding of discount on contingent consideration (213) (254)
Foreign exchange gains/(losses) 716 (129)
-------------------------------------------------- ------- -------
Total 842 (337)
-------------------------------------------------- ------- -------
Fair value losses represent those arising on the revaluation of
listed and unlisted investments held by the Group including those
held by the Group's consolidated funds (see note 15) and any gains
or losses arising on related hedge instruments held by the
Group.
The fair value gain comprises realised losses of GBP149,000 and
unrealised gains of GBP252,000 (2018: GBP576,000 of unrealised
gains and GBP809,000 of unrealised losses).
10 TAXATION
The Group is subject to taxation in the countries in which it
operates (the UK, the US and Hong Kong) at the rates applicable in
those countries. The total tax charge includes taxes payable for
the reporting period (current tax) and also charges relating to
taxes that will be payable in future years due to income or
expenses being recognised in different periods for tax and
accounting periods (deferred tax).
(a) Analysis of charge for the year
2019 2018
GBP000 GBP000
------------------------------------- ------- -------
Current tax expense:
UK corporation tax 831 -
Foreign taxes 227 325
Adjustment in respect of prior years 185 (116)
------------------------------------- ------- -------
Total current tax 1,243 209
------------------------------------- ------- -------
Deferred tax expense/(credit):
Charge for the year 2,165 2,792
Adjustment in respect of prior years (380) 218
------------------------------------- ------- -------
Total deferred tax 1,785 3,010
------------------------------------- ------- -------
Total income tax expense 3,028 3,219
------------------------------------- ------- -------
A tax credit of GBP251,000 (2018: GBP2,352,000) is also recorded
in equity in relation to tax deductions on share awards arising due
to the share price increase.
(b) Factors affecting the tax charge for the year
The UK tax rate for the year is 19%. The tax assessment for the
period is lower than this rate
(2018: higher). The differences are explained below:
2019 2018
GBP000 GBP000
---------------------------------------------------- ------- -------
Profit before tax 18,898 14,620
---------------------------------------------------- ------- -------
Tax charge at 19% (2018: 19%) 3,591 2,778
Effects of:
Increase in tax deductions re share awards from - -
share price increases
Non-taxable income (863) (24)
Non-deductible expenses and charges 20 248
Adjustment in respect of historical tax charges (195) 98
Effect of higher tax rates in foreign jurisdictions 95 240
Tax deductibility of goodwill - (66)
Tax losses not recognised 380 -
Utilisation of tax losses brought forward and
not recognised - (55)
---------------------------------------------------- ------- -------
Total income tax expense 3,028 3,219
---------------------------------------------------- ------- -------
(c) Deferred tax
The deferred tax asset/(liability) included in the consolidated
statement of financial position is as follows:
Share-based Other Total Income not Other Total
payment assets assets yet taxable liabilities liabilities
scheme GBP000 GBP000 GBP000 GBP000 GBP000
GBP000
------------------------------ ----------- ------- ------- ------------ ------------- -------------
As at 1 October 2017 3,587 641 4,228 (1,660) (621) (2,281)
Credit/charge to equity 2,352 8 2,360 - - -
Exchange differences on
consolidation - - - (12) - (12)
Credit/(charge) to the income
statement (2,326) 188 (2,138) (1,179) 308 (871)
As at 30 September 2018 3,613 837 4,450 (2,851) (313) (3,164)
Credit to equity 251 2 253 - - -
Exchange differences on
consolidation - 2 2 1 - 1
Credit/(charge) to the income
statement (345) (603) (948) (983) 146 (837)
------------------------------ ----------- ------- ------- ------------ ------------- -------------
As at 30 September 2019 3,519 238 3,757 (3,833) (167) (4,000)
------------------------------ ----------- ------- ------- ------------ ------------- -------------
A reduction in the UK corporation tax rate to 17% (effective 1
April 2020) was substantively enacted on 6 September 2016. The
deferred tax liability at 30 September 2019 has been calculated
using these rates.
11 EARNINGS PER SHARE
Basic earnings per share ("EPS") is calculated by dividing the
profit for the year attributable to ordinary equity holders of the
Parent Company by the weighted average number of ordinary shares
outstanding during the year, less the weighted average number of
own shares held. Own shares are held in Employee Benefit Trusts
("EBTs").
Diluted EPS includes an adjustment to reflect the dilutive
impact of option awards.
The number of shares to be issued under the Restricted Share
Units is based on the Impax NH assets under management at the
vesting date. Assets under management are currently below the
threshold for shares to be issued so the RSUs are currently not
dilutive. The put and call arrangement to acquire Impax NH
management shares is also currently not dilutive.
Earnings
for the year Shares Earnings
GBP000 000s per share
-------- -------------- ------- -----------
2019
-------- -------------- ------- -----------
Basic 15,003 122,887 12.2p
-------- -------------- ------- -----------
Diluted 15,003 124,056 12.1p
-------- -------------- ------- -----------
2018
-------- -------------- ------- -----------
Basic 10,663 118,758 9.0p
-------- -------------- ------- -----------
Diluted 10,663 119,581 8.9p
-------- -------------- ------- -----------
Earnings are reduced by GBP867,000 for the year ended 30
September 2019 (2018: GBP738,000) to reflect that holders of
restricted shares receive dividends during the vesting period, see
note 9.
The weighted average number of shares is calculated as shown in
the table below:
2019 2018
000s 000s
--------------------------------------------------- ------- --------
Weighted average issued share capital 130,415 129,612
Less own shares held not allocated to vested LTIP
options (7,528) (10,854)
Weighted average number of ordinary shares used in
the calculation of basic EPS 122,887 118,758
Additional dilutive shares regarding share schemes 2,800 2,550
Adjustment to reflect option exercise proceeds and
future service from employees receiving awards (1,631) (1,728)
--------------------------------------------------- ------- --------
Weighted average number of ordinary shares used in
the calculation of diluted EPS 124,056 119,580
--------------------------------------------------- ------- --------
The basic and diluted EPS includes vested LTIP option shares on
the basis that these have an inconsequential exercise price (1p or
0p).
12 DIVIDS
Dividends are recognised as a reduction in equity in the period
in which they are paid or in the case of final dividends when they
are approved by shareholders. The reduction in equity in the year
therefore comprises the prior year final dividend and the current
year interim and special dividend.
Dividends declared/proposed in respect of the year
2019 2018
pence pence
------------------------------------ ------ ------
Interim dividend declared per share 1.5 1.1
Special dividend - 2.6
Final dividend proposed per share 4.0 3.0
------------------------------------ ------ ------
Total 5.5 6.7
------------------------------------ ------ ------
The proposed final dividend of 4.0p will be submitted for formal
approval at the Annual General Meeting to be held on 19 March 2020.
Based on the number of shares in issue at the date of this report
and excluding own shares held the total amount payable for the
final dividend would be GBP5,142,000.
Dividends paid in the year
2019 2018
GBP000 GBP000
--------------------------------------- ------- -------
Prior year final dividend - 3.0p, 2.2p 3,864 2,752
Special dividend - 0p, 2.6p - 3,256
Interim dividend - 1.5p, 1.1p 1,928 1,378
--------------------------------------- ------- -------
Total 5,792 7,386
--------------------------------------- ------- -------
13 GOODWILL
Goodwill
GBP000
------------------------ ---------
Cost
At 1 October 2017 1,681
Acquisition of Impax NH 9,931
Impairment (52)
Foreign exchange 611
At 30 September 2018 12,171
Foreign exchange 633
------------------------ ---------
At 30 September 2019 12,804
------------------------ ---------
The goodwill balance within the Group at 30 September 2019 arose
from the acquisition of Impax Capital Limited on 18 June 2001
(Listed Equity and Private Equity operating segment) and the
acquisition of Impax NH in January 2018.
Impax NH consists of only one cash-generating unit ("CGU").
Goodwill is allocated between CGUs at 30 September 2019 as follows
- GBP11,175,000 to Impax NH and GBP1,629,000 to the combined Listed
Equity and Private Equity CGUs.
The Group has determined the recoverable amount of its CGUs by
calculating their value in use using a discounted cash flow model.
The cash flow forecasts were derived from the Group budget for the
year ended 30 September 2020, which was approved by the Directors
in September 2019. The key assumptions used to calculate the cash
flows in the budget were expected fund flows for each CGU (based on
an aggregation of flows by product) and a discount rate of 12.5 per
cent. The discount rate was derived from the Group's weighted
average cost of capital adjusted to reflect the specific risks
associated with US cashflows which we consider is reflective of a
market participant's discount rate. See note 3 for sensitivities of
assumptions.
There has been no impairment of goodwill related to the Listed
Equity and Private Equity segment to date and there is significant
headroom before an impairment would be required. As an indication,
if the discount rate was increased by 3% there would be no
impairment charge.
14 INTANGIBLE ASSETS
Intangible assets mainly represents the management contracts
acquired as part of the acquisition of Impax NH (see note 19).
Management Software Total
contracts GBP000 GBP000
GBP000
-------------------------------------- ----------- --------- --------
Cost
As at 1 October 2017 112 342 454
Addition through Impax NH acquisition 25,669 0 25,669
Additions - 76 76
Foreign exchange 1,600 - 1,600
-------------------------------------- ----------- --------- --------
As at 30 September 2018 27,381 418 27,799
Additions - 97 97
Foreign exchange 1,635 - 1,635
-------------------------------------- ----------- --------- --------
As at 30 September 2019 29,016 515 29,531
-------------------------------------- ----------- --------- --------
Accumulated amortisation
As at 1 October 2017 112 325 437
Charge for the year 1,722 19 1,741
Foreign exchange 56 - 56
-------------------------------------- ----------- --------- --------
As at 30 September 2018 1,890 344 2,234
Charge for the year 2,528 48 2,576
Foreign exchange 203 - 203
-------------------------------------- ----------- --------- --------
As at 30 September 2019 4,621 392 5,013
-------------------------------------- ----------- --------- --------
Net book value
As at 30 September 2019 24,395 123 24,518
-------------------------------------- ----------- --------- --------
As at 30 September 2018 25,491 74 25,565
-------------------------------------- ----------- --------- --------
As at 30 September 2017 - 17 17
-------------------------------------- ----------- --------- --------
15 CURRENT ASSET INVESTMENTS
The Group makes seed investments into its own Listed Equity
funds and also invests in its Private Equity funds. Where the funds
are consolidated the underlying investments are shown in the table
below. Investments made in unconsolidated funds are also
included.
Total
GBP000
--------------------- -------
At 1 October 2017 13,013
Additions 2,336
Fair value movements 806
IEL Deconsolidation (4,600)
Repayments/disposals (7,206)
At 30 September 2018 4,349
Additions 2,522
Fair value movements (155)
IGEO Deconsolidation (53)
Repayments/disposals (2,037)
--------------------- -------
At 30 September 2019 4,626
--------------------- -------
Pax Global Opportunities Fund (not consolidated)
On 27 June 2018 the Group launched the Pax Global Opportunities
Fund ("Pax GO") and invested US$2,000,000 from its own resources
into the fund. Pax GO invests in listed equities using the Group's
Global Equity Strategy. The level of the Group's investment has
meant that consolidation is not required.
Global Women's Select Strategy
On 31 May 2019 the Group launched a segregated account for a new
strategy; the Global Women's Select Strategy and invested
US$2,000,000 of its own resources. The segregated account is traded
from the Group's balance sheet and the equities held are included
in the table above. There are currently no external investors into
this strategy.
Private equity funds (not consolidated)
The Group has invested in its private equity funds, Impax New
Energy Investors LP, Impax New Energy Investors II LP and Impax New
Energy Investors III LP ("INEI", "INEI II" and "INEI III"). The
investments represent 3.76%, 1.14% and 1.12% respectively of these
funds. The valuation of these level 3 investments is based on the
value of the underlying investments in the Funds. The valuation
technique used for the material investments is the price of recent
transaction.
Impax Global Equity Opportunities Fund (not consolidated)
On 23 December 2014 the Group launched the Impax Global Equity
Opportunities Fund ("IGEO") and invested from its own resources
GBP2,000,000 in the fund. IGEO invests in listed equities using the
Group's Global Equity Strategy. During the prior Period the Group
redeemed GBP930,000 of its investment. During March 2019 the Group
redeemed its remaining investment for GBP2,034,000. The Group's
investment was not consolidated as it represented less than 50 per
cent of IGEO's Net Asset Value ("NAV") throughout the current
financial year until redemption. The investment was consolidated in
previous periods when the investment represented more than 50% of
the Fund's NAV.
The unlisted investments include GBP747,000 in related parties
of the Group (2018: GBP97,582).
Market risk and investment hedges
The investment in the Pax GO fund and Global Women's Select
Strategy at 30 September 2019 are subject to market risk. The Group
has attempted to hedge against the risk of market falls by the use
of derivative contracts. The derivative contracts consist of short
positions against a global equity index and are arranged through
BNP Paribas, a related party. Any outstanding amounts on the short
positions are settled daily.
16 CASH AND CASH EQUIVALENTS, CASH INVESTED IN MONEY MARKET
FUNDS AND LONG-TERM DEPOSITS
Cash and cash equivalents under IFRS does not include deposits
in money market funds or cash held in deposits with an original
maturity of more than three months. However the Group considers its
total cash reserves to include these amounts. Cash held by
consolidated funds is not considered to be available to the Group
so it is not included in cash reserves. Cash held in Research
Payment Accounts ("RPAs") is collected from funds managed by the
Group and can only be used towards the cost of researching stocks.
A liability of an equal amount is included in trade and other
payables. This cash is also excluded from cash reserves. A
reconciliation is shown below:
2019 2018
GBP000 GBP000
----------------------------------------------------- ------- -------
Cash and cash equivalents 11,939 15,529
Cash invested in money market funds and long-term
deposit accounts 15,235 11,211
Less: cash and cash equivalents held by consolidated
funds - (67)
: cash held in RPAs (968) (2,074)
----------------------------------------------------- ------- -------
Cash reserves 26,206 24,599
----------------------------------------------------- ------- -------
17 LOANS
To part fund the acquisition of Impax NH the Group signed a debt
facility with RBS. The facility consisted of a US$13 million term
loan repayable annually over a 3 year term and a US$13 million
revolving credit facility ("RCF") with a 5 year tenor. The term
loan incurs interest at US LIBOR plus 2.9% and the revolving credit
facility at US LIBOR plus 3.3%. On completion of the acquisition
the Group drew down the term loan in full and US$12 million of the
revolving credit facility. During 2018 the RCF was repaid in full
and during the Period the term loan was repaid in full.
2019 2018
GBP000 GBP000
------------------------------------- ------- -------
Amounts due within one year - 3,326
Amounts due after more than one year - 6,652
------------------------------------- ------- -------
Total - 9,978
------------------------------------- ------- -------
A reconciliation of the movement on the loan is provided
below:
2019 2018
GBP000 GBP000
----------------------------- -------- -------
At 1 October 9,978 -
Proceeds from bank borrowing - 18,080
Repayments of bank borrowing (10,371) (8,779)
Foreign exchange 393 677
----------------------------- -------- -------
At 30 September - 9,978
----------------------------- -------- -------
18 ORDINARY SHARES
Issued and fully paid 2019 2018 2019 2018
No of shares/ No of shares/ GBP000 GBP000
000s 000s
---------------------- -------------- -------------- ------- -------
At 1 October 130,415 127,749 1,304 1,277
Shares issued/1p - 2,666 - 27
---------------------- -------------- -------------- ------- -------
At 30 September 130,415 130,415 1,304 1,304
---------------------- -------------- -------------- ------- -------
19 ACQUISITION OF PAX WORLD MANAGEMENT LLC
On 18 January 2018, the Group completed the acquisition of Pax
World Management LLC ("Pax"). Pax is a recognised leader in the
field of sustainable investing in the United States. Based in
Portsmouth, New Hampshire, Pax manages eleven mutual funds and at
the date of acquisition had assets under management of US$3.5
billion. This business combination created scale for the Group's
operations in North America and broadened the range of investment
strategies the Group offers clients, including fixed income and
passive equity.
Following completion of the acquisition Pax was renamed Impax
Asset Management LLC ("Impax NH").
The Group has initially acquired an ca. 83.3% interest of Impax
NH's share capital from the selling shareholders (the "Selling
Shareholders") in exchange for the initial cash payable on the
acquisition date of $36.2 million, 2,665,989 Impax shares and up to
$31.3m of contingent payments ("Contingent Consideration"). Impax
NH's management and staff shareholders (the "Management
Shareholders"), representing the remaining ca.16.7% of Impax NH's
issued share capital will retain their shareholding until 2021 when
if either Impax or the Management Shareholders exercise a put and
call option arrangement, the Group would acquire their entire
holding for US$8.3 million and up to $6.3 million of Contingent
Consideration. This would be paid in 2021 in Impax equity and/or
cash, as the Group elects.
The cash payable on acquisition was determined as US$38.1
million less US$1.9 million of balance sheet adjustments for
working capital.
The number of Group shares issued to the Selling Shareholders
was determined using an agreed value of US$6.1 million, the 20 day
average of the Group's share price to 12 January 2018 being 170.19
pence and a US$/GBP exchange rate of 0.7403. The fair value of
these shares used to determine the total consideration in the table
below was determined to be 196 pence, using the Group's mid-market
closing share price on 17 January 2018.
The contingent consideration will be determined based on Impax
NH's average AUM as at 30 June 2020, 30 September 2020 and 31
December 2020 and will rise linearly from zero, if Impax NH's
average AUM is not more than US$5.5 billion, to US$37.5 million for
the entire share capital of Impax NH, if Impax NH's average AUM is
$8 billion or above. The fair value of the Contingent Consideration
payable to the Selling Shareholders was estimated as $4.2 million
at the acquisition date. As with the initial consideration,
settlement of any Contingent Consideration payable to Impax NH's
Management Shareholders is expected to be made in 2021 in the
Group's ordinary shares at the share price prevailing at the time
and or/cash as the Group elects.
The Group's estimate of the contingent consideration payable has
been revised to nil based on the latest estimate of Impax NH's
AUM.
Prior to the acquisition, Management Shareholders acquired their
stake in Impax NH using loans provided by Impax NH with the
distributions made by Impax NH being used to repay the loan and
interest. The shares were subject to certain restriction linked to
the employment of the individual. On acquisition the Group agreed
to extend the period of these loans until 2021 in line with the put
and call arrangements over the shares and have retained certain of
the employment restrictions on the shares. The original arrangement
is considered to be a share-based payment for the individuals which
has been replaced by a new share-based payment in the Group's
shares. The fair value of this equity scheme assigned to
pre-acquisition service was included as part of the consideration
on acquisition and a charge for new share-based payment award is
included in the income statement over the period from acquisition
to 31 December 2021, when the employment restriction over the
shares ends.
An analysis of the consideration paid, the recognised amounts of
asset acquired and liabilities assumed and the resulting goodwill
is provided below:
Consideration GBP000
------------------------------------------------------- -------
Cash and cash equivalents 26,209
Group shares - 2,665,989 shares 5,225
Contingent Consideration 3,039
Value assigned to Management equity scheme 1,806
------------------------------------------------------- -------
Total 36,279
------------------------------------------------------- -------
Recognised amounts of identifiable assets acquired and
liabilities assumed GBP000
------------------------------------------------------- -------
Assets
Property, plant and equipment 67
Intangible assets - management contracts 25,669
Cash 2,316
Trade receivables 3,041
------------------------------------------------------- -------
Total assets 31,093
------------------------------------------------------- -------
Liabilities
Trade and other payables (3,763)
Total identifiable net assets at fair value 27,330
Non-controlling interest (982)
Goodwill arising on acquisition 9,931
------------------------------------------------------- -------
Total liabilities 36,279
------------------------------------------------------- -------
Goodwill and intangible assets
The goodwill recognised is primarily attributed to the expected
synergies and other benefits from combining the assets and
activities of Impax NH with those of the Group. Impax NH consists
of only one cash generating unit so no allocation of goodwill
between CGUs was required.
The intangible assets acquired on acquisition represent
investment management contracts. These are amortised over an 11
year life.
The acquired intangible assets and goodwill are deductible for
US tax purposes.
Non-controlling interest
At the time of acquisition Impax NH owned 51% of Pax Ellevate
Management LLC with the remaining shares being held by Ellevate
Asset Management LLC ("EAM"). EAM had a put right to sell its Pax
Ellevate units to Impax NH at any time. At the time of acquisition,
a liability was recorded for the value of this put within Trade and
other payables with a corresponding charge to equity. The 49%
non-controlling interest was determined based on the fair value of
the Pax Ellevate Management net assets (including intangible
assets).
During the period the Put was exercised and the Group acquired
the remaining 49% of shares.
Transaction Costs
Transaction costs were expensed in the income statement and are
part of operating cash flows.
Pre-existing relationships
Impax LN sub managed Impax NH's Pax Global Environmental Markets
Fund prior to the acquisition and continues to carry out this
activity. The contract was and continues to be at fair value and
accordingly no adjustment was made to the acquisition
accounting.
Analysis of cash flows on acquisition: GBP000
--------------------------------------- --------
Net cash acquired with the subsidiary 2,316
Cash paid (26,209)
--------------------------------------- --------
Net cash flow on acquisition (23,893)
--------------------------------------- --------
20 NON-CONTROLLING INTERESTS
During the year a Put option was exercised by the
non-controlling interest ("NCI") holder of the Group's subsidiary
Pax Elevate Management. As a result the Group acquired the 49%
stake owned by the third party for consideration of GBP1.81 million
(GBP0.75 million after settlement of amounts due to Impax by
Ellevate).
In the prior year a liability was recorded within payables for
the cost of acquiring the non-controlling interest and changes in
the liability were recorded in equity. On acquisition the carrying
amount of the NCI acquired has been recognised as an increase in
equity attributable to owners of the Company.
21 RECONCILIATION OF NET CASH FROM OPERATING ACTIVITIES
This note should be read in conjunction with the Consolidated
cashflow statement. It provides a reconciliation to show how profit
before tax, which is based on accounting rules, translates to
cashflows.
2019 2018
GBP000 GBP000
--------------------------------------------------------------- ------- -------
Profit before taxation 18,898 14,620
Adjustments for income statement non-cash charges/income
Depreciation of property plant and equipment and
amortisation of intangible assets 2,952 2,051
Fair value gains/(losses) and other financial income/(expense) (606) 616
Share-based payment charges 1,160 1,822
Non-controlling interest (156) (184)
Contingent Consideration credit (3,543) (170)
Adjustments for which the cash effects are investing
or financing activities
Investment income (236) (279)
Interest payable 912 670
Changes in third party interests in consolidated
funds - 40
Adjustment for statement of financial position movements
Increase in trade and other receivables (1,135) (2,011)
Increase in trade and other payables 2,602 6,261
--------------------------------------------------------------- ------- -------
20,848 23,436
--------------------------------------------------------------- ------- -------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR UOUKRKSAURAA
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