Final Results

Berry Birch & Noble PLC 31 May 2001 Berry Birch & Noble - Final Results Berry Birch & Noble plc Preliminary Results 2001 Financial Highlights 2001 2000 % £'000 £'000 change Turnover 10799 9340 15.62 Operating (Loss)/Profit before exceptional (334) 873 -138.26 item (Loss)/Profit before exceptional item and (297) 943 -131.50 taxation (Loss) before taxation (1937) (1357) -42.74 Dividend - 65 Basic (loss) / earnings per share before (6.2p) 11.8p -152.54 exceptional item Average number of employees 250 207 20.77 Net (liabilities)/Assets (1860) 158 -1277.22 Chairman's Statement My third full year as Chairman of the Group has witnessed some of the most significant changes in its history. With mixed performance across the Group we have made fundamental changes and significant progress towards strengthening for the future. Founding members of the Group retired after many years' service and much energy was required to secure a firm future for the company at a time when the financial services sector has been experiencing much change. 2000/2001 Year End Financial Results Most disappointing has been the downturn of the financial performance of the Group, which this year has resulted in a significant reduction in profitability. This position was recognised and reflected in the Board's decision to issue a profit warning in January 2001. Whilst turnover of the Group has increased from £9.3 million in the 1999/2000 year to £10.8 million this year (an increase of 15.62% over the year), the operating costs have risen from £8.5 million to £11.1 million (an increase of 31.5% over the year) This has resulted in the Group making an operating loss before exceptional items of £334,000 over the full year. Although revenue increased over the year it did not reach the levels targeted. This was most notable in the financial services subsidiary. This was due to the management delay in the refocusing of the financial services business on the more profitable sectors of the market and not recruiting new financial planning staff earlier in the financial year. The insurance broking subsidiary has shown good performance with revenue increasing by 22% over the year which reflects the success of marketing initiatives in particular to the over fifty age group. Operating costs rose thereby reducing margins. This was partly due to the management delay in introducing new business processes to deliver greater efficiencies following a reorganisation of the financial services division. The higher costs were also a consequence of the transition in integrating and consolidating the Bradstocks administration, an acquisition made in the last financial year, with the Groups existing administration systems. In addition, higher than expected non recurring costs, for example for professional advice, resulted from seeking independent financial and legal advice as the Board explored new strategic options for the Group and its subsidiaries. Improving The Financial Performance I can confirm that specific actions are now in place to address last year's underperformance. A new financial services management team have been appointed and progress is now being made to increase the revenue performance through active recruitment of quality financial advisers and focusing on the right markets and customers . In addition, the new financial services management team is taking steps to reduce costs by introducing new business processes and increased use of technology. The number of support staff will reduce as a consequence of the introduction of these new working practices by a combination of natural wastage and redundancies. The financial services company has already been successful in acquiring new corporate and affinity customers to complement its existing strong corporate connections. Progress has been made over the last couple of months, which has demonstrated that the financial services company can deliver a positive contribution to the Group. This will be complemented by the successful development of the insurance broking subsidiary, particularly with the marketing campaigns, aimed at members of affinity groups and employees of large corporate bodies. Pensions Review I have written previously about the pensions review and our wish to complete phase 2 of the review as quickly as possible. We are on target to complete the review by the date set by the regulator of June 2002. We are constantly monitoring the size of the remaining contingent liability for phase 2 and the Board recently commissioned a more detailed assessment on a sample basis by pensions and compliance review specialists in association with consulting actuaries. The result of this detailed sample analysis is that the provision for redress made in previous years may not be sufficient to cover the expected liabilities from the review. It is for these reasons that we have decided to increase our pension review provision by a further £1.64 million. This further provision of £1.64 million has significantly contributed to the Group's loss before taxation of £1.94 million. The reasons for the additional provision is that the independent analysis can more accurately forecast the potential liability than the calculation methods used previously in determining the costs. As in previous years I would like to stress, that contrary to the media hype about 'pensions misselling' we have not found evidence of misselling during our review work. Dividends Due to the disappointing financial performance of the Group the Directors believe it inappropriate to propose a final dividend. The Board intends to restore dividend payments as soon as is practical. New BBN PLC Executive Management Team The end of this financial year saw a complete change in the executive management team of the Group. After many successful years Derek Berry and Hazel Montague retired from the Board while David Birch continues in a non executive role in order to continue the handover process to the new management team. The new executive team is headed by Clifford Lockyer, who is the acting Chief Executive, Stephen Ingledew, Marketing Director and Craig Butcher, Finance Director. The team brings new skills and experience to the Group together with a new strategic vision and direction, which will enable the Group to win in the competitive financial services market and deliver shareholder value. Our technology knowledge is strengthened by the addition in a non-executive role of Selwyn Herring whose experience and expertise in technology will be of tremendous value to the Group as it introduces new business processes and systems. I commend to you the new team who have the vision, experience and determination to take the Group to new heights of growth and shareholder value in the coming years. Even in the very short time they have been working together, there is no doubt they have reinvigorated the Group and their appointments are already giving rise to improved financial performance in the new financial year. Appreciation I would like to thank our shareholders for their support during unsettled years. In addition thanks to management and staff to whom we owe so much in an unsettling period. The dedication and hard work of management and staff is one of the continuing strengths of the Group, which make me confident that the new strategic plans and objectives will be delivered to everybody's benefit. Sir Jeremy Black, Chairman Chief Executives Review of Operations Berry Birch & Noble plc is ideally placed to take full advantage of the current changes in the financial services market place and deliver increasing shareholder value over the coming years. The purpose of my statement as acting chief executive is to outline how the Group will deliver its business and financial objectives and to explain the progress already made since my appointment to the Board at the end of last year. The Changing Market The financial services market is going through a period of rapid change and the expectation is that the pace of change will accelerate over the next three years. The drivers for change are: * The continuing success of the IFA channel relative to the product manufacturers own distribution channels such as direct sales forces. * The proposed shift from polarisation towards multi-ties is giving rise to a 'scramble for distribution' in financial services. * Technology is increasingly playing a major role in changing financial services distribution particularly in delivering significant efficiency improvements. * Margin squeeze on financial products (i.e. Stakeholder) and regulatory requirements are encouraging IFA firms to pool resources together and increase efficiency. The combined effects of these market changes is giving rise to a shift in the balance of power and value towards financial services distributors such as Berry Birch & Noble plc. This represents an enormous opportunity for the Group to deliver increased shareholder value. Transforming Berry Birch & Noble PLC The Group can only exploit the market opportunities and win in the increasingly competitive financial services sector if the new management team can transform the Group and create a business model, which will expand and grow by focusing on profitable customer segments. This will involve building on the Groups existing strengths of market brand, reputation, strong customer relationships and quality staff. We will transform business processes and systems to take advantage of new technology and deliver greater efficiencies. To date this transformation has not progressed at the pace required by the market nor customers and this goes a long way to explain the disappointing financial performance of the Group last year. The new BBN plc executive management team clearly recognise the need to drive the improvements in performance and financial controls in order to deliver the increased shareholder value as well as customer confidence. Progress To Date Since my recent appointment to the Board we have made important progress and I am pleased to say we have delivered the following: * The introduction and appointment of a new executive management team. In the short time since their appointment Stephen Ingledew and Craig Butcher have made significant contributions to the transformation and development of the Group. I introduced these two new directors knowing they are both experienced winners who will excel in the challenges ahead. * Raising new share capital through the introduction of New Media Spark plc as a new institutional investor. The placing in February 2001 at a price of 119 pence was important in stabilising the financial position of the Group whilst the new management team carried out a complete review of the business operations. * The production of a new strategic vision and direction of the Group. The strategic vision has been adopted by the Board and lays the foundations on how the Group will develop in light of the market changes noted above. * The completion of an independent business and financial review of the Group's trading subsidiaries. An assessment of the existing business operations was essential in order to identify where financial improvements could be made in respect of both revenue and costs. * The appointment of new management for the trading subsidiaries. Once the review was complete the new management teams could be appointed to implement the business improvements required to deliver the required financial performance. These steps will deliver positive results within the business and mean the Group has the initial foundations in place to lead changes in the market place rather than being a spectator. Delivering Shareholder Value The next steps to the delivery of shareholder value in the coming months are: * To commence the implementation of the three year strategic plans * To reorganise the financial services subsidiary to ensure the business is focused on profitable customer segments and operations are managed efficiently. This will include a significant reduction in costs. * To develop the corporate brand and enhance existing and new customer relationships However, the level of transformation required in the Group cannot be underestimated particularly as there has been little improvement and investment in the business capabilities in recent years. As a management team we cannot dwell on what should have been done in the past but simply recognise the business need and deliver the improvement in an efficient and customer focused manner. Becoming a Market Leader I am certain we will succeed in delivering against our chosen strategy and objectives for the following reasons: * A clear market leading and focused strategic direction which differentiates the Group from competitors * A strong and quality plc executive management team all of whom have successfully delivered in the financial services sector in the past * The Groups existing strengths of brand, customers and staff all of which are foundations, which can be built upon * The introduction of a marketing and sales strategy to improve revenues * The introduction of new business capabilities and technology to improve efficiencies * The introduction of improved management information systems to facilitate decision making and control I am delighted to have the opportunity to lead the executive team in transforming the Group into a market force and delivering the success for shareholders and staff Appreciation Finally, I would like to express my appreciation of the support I have received from my fellow directors and staff. I am delighted with the excellent relationships I have built up with the management team and staff in the BBN subsidiary businesses in the very short time since I became CEO, in particular the positive way in which they have embraced the changes required to contribute towards increasing shareholder value in the future. The commitment and loyalty of staff in recent months has been invaluable and demonstrate that we have the key assets in place to deliver increased shareholder value and success in a changing market. Clifford Lockyer, Chief Executive Officer Unaudited Consolidated Profit & Loss Account For The Year Ended 31st January 2001 2001 2000 Before After Before After Except Except Except Except Except Except -ional -ional -ional -ional -ional -ional Item Item Item Item Item Item (note (note 10) 10) note £'000 £'000 £'000 £'000 £'000 £'000 reference Turnover 2 10799 - 10799 9340 - 9340 Operating (11133) (1640)(12773) (8467) (2300) (10767) costs Operating 2 (334) (1640) (1974) 873 (2300) (1427) (loss)/profit Net interest 3 37 - 37 70 - 70 receivable (Loss)/profit (297) (1640) (1937) 943 (2300) (1357) before taxation Taxation 4 (108) - (108) (175) 193 18 (Loss)/profit (405) (1640) (2045) 768 (2107) (1339) after taxation Dividends - - - (65) - (65) Retained (405) (1640) (2045) 703 (2107) (1404) (loss)/profit for the year (Loss) earnings per share - basic (6.2) (25.1) (31.3) 11.8 (32.3) (20.5) - diluted (6.2) (25.1) (31.3) 11.8 (32.3) (20.5) Unaudited Consolidated Statement Of Total Recognised Gains and Losses For The Year Ended 31st January 2001 2001 2000 £'000 £'000 (Loss)/ profit after taxation (2045) (1339) Surplus on revaluation of property - 482 Total recognised gains and losses for the year (2045) (857) Unaudited Consolidated Balance Sheet As At 31st January 2001 note 2001 2000 reference £'000 £'000 Fixed assets Intangible 479 506 Tangible 1831 1862 2310 2368 Current assets Debtors 2494 2472 Cash at Bank 780 690 3274 3162 Creditors: Amounts falling due within (3599) (2270) one year Net current (325) 892 (liabilities)/assets Total assets less current 1985 3260 liabilities Creditors: Amounts falling due after more than one (645) (450) year Provisions for liabilities and (3200) (2652) charges Net (liabilities)/assets (1860) 158 Capital and reserves Called up share capital 655 652 Share premium account 102 78 Revaluation reserve 482 482 Profit and Loss account (3099) (1,054) 6 (1860) 158 Unaudited Consolidated Cash Flow Statement For The Year Ended 31st January 2001 note 2001 2000 reference £'000 £'000 Net cash outflow from operating 7 (220) (177) activities Returns on investment and servicing of finance Interest received 101 99 Interest paid (64) (29) Net cash inflow from returns on investment and 37 70 servicing of finance Taxation Taxation recovered - 11 Net cash inflow from taxation - 11 recovered Capital expenditure Purchase of tangible fixed (247) (295) assets Sale of tangible fixed 58 317 assets Net cash (outflow) / inflow from capital (189) 22 expenditure Acquisitions and disposals Purchase of business operations (32) (642) Net cash outflow from acquisitions (32) (642) and disposals Equity dividends paid Dividends paid - (196) Net cash outflow from equity - (196) dividends paid Net cash outflow before (404) (912) financing Financing Capital elements of finance lease - (366) repayments Incremental bank loan 250 500 Other loans 250 - Loan repayments (45) - Exercise of share options 27 - Net cash inflow from financing 482 134 Increase / (decrease) in cash in the 78 (778) year Balance @ 1st February 690 1,468 Balance @ 31st January 768 690 Notes to The Unaudited Financial Statements For The Year Ended 31st January 2001 1. Basis of accounting These financial results have been prepared on the basis of the accounting policies set out in the Group's statutory accounts for the year ended 31st January 2000. The information contained in these financial results for the year ended 31st January 2001 does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The financial results of the preceding year have been extracted from the statutory accounts for the financial year ended 31st January 2000. Those accounts upon which the auditors issued an unqualified opinion have been delivered to the Registrar of Companies. 2. Segmental Information The analysis by class of the Group's turnover, all of which is derived from external clients, and (loss) / profit before taxation is set out below. 2001 2000 £'000 £'000 Turnover Financial services 8271 7270 Insurance broking 2528 2070 10799 9340 (Loss) before taxation Financial services (1945) (1566) Insurance broking (29) 139 Operating loss (1974) (1427) Net unallocated interest receivable 37 70 (1937) (1357) The group's entire turnover and loss before taxation, arises within the United Kingdom. 3. Net Interest Receivable 2001 2000 £'000 £'000 Interest receivable - on bank balances 101 99 Interest payable - on loans (64) - on finance leases - (29) 37 70 4. Taxation Before After Before After exceptio exceptio exceptio exceptio exceptio exception -nal -nal -nal -nal -nal -al item item item item item item 2001 2000 £'000 £'000 £'000 £'000 £'000 £'000 UK Corporation - - - 175 (175) - tax (2000 @ 27%) ACT written 108 - 108 - (18) (18) off / (back) 108 - 108 175 (193) (18) 5. (Loss) / earnings per share The calculation of the basic loss per share of 31.3p (2000: 20.5p) is based on a loss after taxation of £2,045,000 (2000: £1,339,000) divided by the weighted average number of shares in issue during the year of 6,536,555 (2000: 6,516,836). The diluted loss per share of 31.3p (2000: 20.5p) is based on the same loss after taxation of £2,045,000 divided by 6,536,555 (2000: 6,516,836) shares. The basic (loss) / earnings per share before exceptional item of (6.2p) (2000:earnings of 11.8p) is based on a loss before exceptional item but after taxation of £405,000 (2000: £768,000) divided by the weighted average number of shares in issue during the year of 6,536,555 (2000: 6,516,836). 6. Reconciliation of movement in shareholders funds 2001 2000 £'000 £'000 (Loss) for the financial year (2045) (1339) Dividends - (65) Revaluation of property - 482 Net decrease in shareholders funds (2045) (922) Opening shareholders funds 158 1080 Shares issued 27 - Closing shareholders funds (1860) 158 7. Reconciliation of operating profit to net cash outflow from operating activities 2001 2000 £'000 £'000 Operating (loss) / profit before exceptional item (334) 873 Exceptional item - net pensions review payments (1085) (961) Amortisation of goodwill 54 16 Impairment provision for goodwill 40 - Depreciation charges 225 257 (Profit) / loss on sale of fixed assets - 20 Increase in debtors (137) (532) Increase in creditors 1017 150 Net cash outflow from operating activities (220) (177) 8. Reconciliation of net cash flow to movement in net debt 2001 2000 £'000 £'000 Increase / (decrease) in cash in the year 78 (778) Cash inflow from increase in debt (455) (500) Cash to repay finance leases - 366 Movement in net debt in the period (377) (912) Net (debt) / funds @ 1st February (310) 602 Net debt @ 31st January (687) (310) 9. Analyst of net debt At 1 Feb Cashflow Non Cash At 31 Jan 2000 changes 2001 £'000 £'000 £'000 £'000 Cash at bank 690 90 - 780 Overdrafts - (12) - (12) Cash 690 78 - 768 Debt due after one year (450) (221) 26 (645) Debt due within one year (550) (234) (26) (810) Financing (excluding share (1000) (455) - (1455) capital) Net debt (310) (377) - (687) 10. Pensions review The Securities and Investment Board issued a report 'Pensions Transfers and Opt Outs, Review of Past Business' in October 1994 and a further report, 'Simplifying the Pensions Review' in November 1996 (Phase 1). The objective was to secure compensation for individuals who since 29th April 1988, the effective date of the Financial Services Act 1986, had been advised to transfer or opt out of an occupational pension scheme and have thereby suffered actual or potential loss. Based on criteria and procedures set out in these reports, Berry Birch & Noble Financial Services Ltd (BBNFS)(a subsidiary of Berry Birch & Noble plc), as an intermediary regulated by the personal Investment Authority (PIA), has been conducting a review of personal pensions business during the relevant period. The purpose of this review was to assess the extent to which any compensation should be paid to clients. In March 1998, the Financial Services Authority (FSA) and the PIA issued a consultation paper on proposals for a phase 2 of the 'Pension Transfers and Opt Outs Review'. The purpose of the paper was to give guidance for the review of those non - priority cases, the so called younger lives, that were not reviewed in phase 1. The paper sets out certain estimations of the number of cases concerned, and an estimate of the probable losses in respect of transfers, in which the BBNFS was primarily involved. A further paper has been issued by the FSA that amends certain assumptions about the numbers likely to seek redress in phase 2. At that time an estimate of the potential range of loss for BBN FS was calculated, taking into account a review of the potential cases, experience with phase 1 and the various assumptions in the paper. However, despite limited progress made in phase 2 of the Pensions Review to date, it had become apparent that the total provision for redress which already amounted to £4.1 million in prior years would be insufficient. As a result, the new board of directors commissioned an independent desk based monitoring review of the pensions review phase 2. Following this, a further more detailed reveiw on a sample basis was undertaken by a compliance and pensions review specialist in association with consulting actuaries. These exercises, along with those conducted previously, revealed a range of potential redress levels. After carefully considering the outcome of each of these exercises, the board of directors felt, that it was prudent, that a further provision of £1.64 million was required to cover the potential additional redress and associated costs to complete the review. The additional provision of £1.64 million has been treated as an exceptional item in this years financial statements. Whilst every effort has been taken to accurately quantify and provide for all future potential liabilities arising from pensions review phase 2, the actual liability may differ as more information becomes available. Annual General Meeting The Annual General Meeting will be held at Eaton House, No 1 Eaton Road, Coventry, CV1 2FJ on Thursday 19th July 2001 at 9.00 am.
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