Interim Results

Berkeley Berry Birch PLC 18 November 2004 18 November 2004 Berkeley Berry Birch plc (BBB) INTERIM RESULTS Berkeley Berry Birch (LSE: BBB), the financial services distribution group, today announced its interim results for the six months to 30 September 2004. HIGHLIGHTS • Operating profit, before goodwill amortisation, of £68,000 (H1 2003: loss of £3.2million) • Turnover increased by 12.5% to £35million (H1 2003:£31.1million) • Gross margins improved by 10.7% to 27% (H1 2003: 24.4%) • Overheads down 13% to £9.4million (H1 2003: £10.8million) • Annualised productivity per adviser increased by 11% to £88,000(H1 2003: £79,000) • Net cash flow from operating activities of £409,000 (H1 2003:outflow of £3.1million) • Cash on balance sheet of £10.9million • Bill Main has joined the Group as Deputy Chairman and Doug Morris has been recruited in the newly created role of Group IT Director Commenting on the results, Cliff Lockyer, Executive Chairman and Group Chief Executive of Berkeley Berry Birch, said: 'At the end of last year I said I remained confident that the building blocks we had put in place would enable us to continue our progress. We had established a sound operational and financial platform from which to develop. 'These results demonstrate the progress we have made. We have reported an operating profit before goodwill amortisation and have generated cash.' Commenting on the outlook, he said: 'With the first phase of our strategy almost complete, we are about to move into the next phase of developing our client proposition. We will also be considering opportunities in the field of insurance. 'The markets in which we operate remain in a state of rapid and radical change. Mortgage business has just become regulated and the regulation of general insurance is imminent. These changes will be followed closely by depolarisation. We remain confident that we are well positioned to take advantage of the opportunities that arise from these developments. For further information, please contact: Berkeley Berry Birch Cliff Lockyer, Chairman & CEO 07774 185779 Craig Butcher, Finance Director 07968 486750 Grandfield Matthew Jervois / Samantha Robbins 020 7417 4170 CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT Introduction I am delighted to report that the Group has achieved an operating profit, before goodwill amortisation, for the six months ended 30 September 2004. This creditable result has been achieved in less than three years since the formation of the enlarged Berkeley Berry Birch group. Turnover for the Group increased by 12.5% from £31.1 million to £35.0 million. On an annualised basis, productivity per adviser increased from £79,000 for the same period last year (£84,000 for the full year to March 2004) to £88,000. We now have 774 advisers in the Group compared with 832 at the same point last year and 825 as at 31 March 2004. We can report improved trading across our Network, Financial Advisory and Insurance Divisions, with gross margin improvement of 10.7% to 27.0% (2003: 24.4%) and 2.3% up on the March 2004 full year figure of 26.4%. The cost saving initiative implemented in the third quarter of the year to 31 March 2004 is now fully benefiting the Group with overheads down 13.0% on the same period last year at £9.4 million (2003: £10.8 million). The overheads to income ratio was 26.8% compared with 34.6% for the same period last year. An operating profit, before goodwill amortisation, of £68,000 was achieved compared to a loss of £3.2 million for the six months ended 30 September 2003. Significantly we have generated a positive cash flow of £409,000 from operating activities compared to an outflow of £3.1 million for the six months to 30 September 2003. Our cash balances have increased by £300,000 to £10.9 million in the six months to 30 September 2004 which leaves us with a robust balance sheet. CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT Divisional operating performance An analysis of turnover and operating result, before the impact of exceptional items and goodwill, by division is set out below: 6 months to Year to --------------- ------- 30.9.04 30.9.03 31.3.04 restated £'000 £'000 £'000 --------------------------- -------- --- -------- ------- Network Division 23,453 21,744 46,010 Financial Advisory Division 9,322 7,403 16,242 Insurance Division 2,251 1,987 4,259 --------------------------- -------- --- -------- ------- Turnover 35,026 31,134 66,511 --------------------------- -------- --- -------- ------- Network Division 949 225 831 Financial Advisory Division (302) (2,302) (3,902) Insurance Division 487 110 714 Central costs (1,066) (1,204) (2,546) --------------------------- -------- --- -------- ------- Operating profit/(loss) before goodwill amortisation and impairment and exceptional items 68 (3,171) (4,903) --------------------------- -------- --- -------- ------- The comparative results for the six months ended 30 September 2003 have been restated to reflect the new accounting policy for revenue recognition adopted for the March 2004 year end accounts. The divisional results shown above are after allocation of the costs of the shared support services infrastructure which, as a percentage of turnover, fell from 8.9% to 5.9%. Central costs which are not allocated to divisions fell by 11.5% to £1.1 million. Network Division Turnover was 7.9% up on the same period last year at £23.5 million (2003: £21.7 million) with the majority of the growth generated by non regulated insurance products. During the period the Network Division contributed 67.0% of the Group's turnover, compared to 69.8% for the same period last year. At 30 September 2004 the division had 619 advisers and 811 agents, which represents a decrease of 7.7% and 30.6% respectively on last year. Average productivity in this division increased to £74,000. This is an increase of 7.2% on the same period last year (2003: £69,000) and is in line with the productivity achieved for the full year to 31 March 2004. Gross margin in this division increased by 5.8% to 14.5% (2003: 13.7%) although this was slightly down from 14.9% achieved for the year to 31 March 2004. CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT Financial Advisory Division Turnover was 25.9% up on the first half of 2003 at £9.3 million (2003: £7.4 million). During the period the Financial Advisory Division accounted for 26.6% of the Group's turnover, up from 23.8% for the same period last year. At 30 September 2004 the division had 155 advisers, which represents a decrease of 6.2% on last year. Average productivity in this division is £115,000. This is an increase of 30.6% on the same period last year (2003: £88,000) and an increase of 21.5% on the productivity achieved for the full year to 31 March 2004 of £95,000. Gross margin in this division increased by 12.3% to 44.9% (2003: 40.0%), this being slightly up from the 43.8% achieved for the year to 31 March 2004. The growth in average productivity, and the reduction in the level of overheads generally, contributed to the sharp decrease in operating loss in the division to £302,000 (2003: £2.3 million). Insurance Division Turnover was 13.3% up on the same period last year at £2.3 million (2003: £2.0 million) with gains in all the main categories of insurance, and in particular in the largest category of personal insurance. During the period the Insurance Division accounted for 6.4% of the Group's turnover which was consistent with last year. Gross margin in this division was 83.4% (2003: 83.1%), this being slightly down from 85.0% achieved for the year to 31 March 2004. Operating profit in the division is 342.7% up on the same period last year at £487,000 (2003: £110,000). The results for the six months ended 30 September 2004 benefited from turnover growth. The results to 30 September 2003 were adversely affected by additional marketing spend, to generate new business, to compensate for one of our major personal lines insurers discontinuing its operation during the period. Dividend The Directors believe it is inappropriate to declare an interim dividend. We propose to pay a dividend when the Group has sufficient reserves and is generating sustainable profit. Acquisitions strategy Following the acquisitive activity in 2003 the Group has been able to concentrate on organic growth and further integration of previously acquired businesses. We will consider further opportunities for earnings enhancing acquisitions which complement distribution expansion plans; however this is not currently the Group's primary focus. CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT Berry Birch & Noble Financial Services Limited ('BBN FS') As reported in the Annual Report and Accounts to March 2004, the Financial Services Authority ('FSA') has formalised its approach to the closure of BBN FS and has appointed investigators. Since this date we have provided the FSA with all the information it has requested. We await their formal response to the submission of this information. The FSA has informed us that the appointment of investigators does not mean it has determined that rule breaches and/or other contraventions have occurred. The Directors remain confident in the outcome of the investigation. Management and structure changes Following a review by the Board we have implemented a number of management changes that will ensure that the Group is able to continue its progress. In October 2004 Bill Main joined us as Deputy Chairman. Bill was formerly Chief Executive of Scottish Widows Investment Partnership and his skills and experience will greatly add to the Group. Our review also identified that bringing together the Financial Advisory and Network Divisions into an enlarged division would significantly improve our offering in the marketplace. This will be completed during the second half of the financial year with Mike Cleary heading up the enlarged division to be known as the Financial Services Division. Mike is currently Divisional Chief Executive for the Financial Advisory Division. He has been with the Group for 3 years, initially setting up the shared support services infrastructure. Mike has enjoyed considerable success with the Group, most notably within his current role. Finally, Doug Morris has joined us to head up our Group IT function, a new role within the Group. Doug has considerable experience of our market having previously held Chief Operating Officer and IT Director positions in Misys plc's financial services businesses. Prior to that Doug was Managing Director of Financial Services Products at CMG. CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT Summary and outlook At the end of last year I said I remained confident that the building blocks we had put in place would enable us to continue our progress. We had established a sound operational and financial platform from which to develop. These results demonstrate the progress we have made. We have reported an operating profit before goodwill amortisation and have generated cash. The markets in which we operate remain in a state of rapid and radical change. Mortgage business has just become regulated and the regulation of general insurance is imminent. These changes will be followed closely by depolarisation. We remain confident that we are well positioned to take advantage of the opportunities that arise from these developments. Clifford Lockyer Executive Chairman and Group Chief Executive 18 November 2004 UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT For the six months ended 30 September 2004 6 months to Year to --------------- -------- 30.9.04 30.9.03 31.3.04 restated £'000 £'000 £'000 -------------------------- -------- --- -------- -------- Turnover (note 2) 35,026 31,134 66,511 -------------------------- -------- --- -------- -------- Operating profit/(loss) before exceptional items, goodwill amortisation and impairment (note 2) 68 (3,171) (4,903) Exceptional items (note 3) - - (1,335) Goodwill amortisation (735) (929) (1,535) Goodwill impairment - - (1,872) -------------------------- -------- --- -------- -------- Operating loss (667) (4,100) (9,645) Disposal of subsidiary undertakings - - 1,083 (note 4) Net interest 168 161 252 -------------------------- -------- --- -------- -------- Loss before taxation (499) (3,939) (8,310) Taxation (note 5) - 72 70 -------------------------- -------- --- -------- -------- Loss after taxation (499) (3,867) (8,240) Minority interests 6 (1) (11) -------------------------- -------- --- -------- -------- Loss for the financial period (493) (3,868) (8,251) -------------------------- -------- --- -------- -------- Earnings/(loss) per share (note 6) Adjusted basic and diluted 0.3p (3.3p) (3.9p) Basic and diluted (0.5p) (4.3p) (9.2p) -------------------------- -------- --- -------- -------- All amounts relate to continuing operations. There are no recognised gains or losses other than those included in the profit and loss account. UNAUDITED CONSOLIDATED BALANCE SHEET For the six months ended 30 September 2004 30.9.04 30.9.03 31.3.04 restated £'000 £'000 £'000 ------------------------- -------- -------- -------- Fixed assets Intangible assets 25,408 34,444 26,621 Tangible assets 2,171 2,350 2,259 ------------------------- -------- -------- -------- 27,579 36,794 28,880 ------------------------- -------- -------- -------- Current assets Debtors 7,488 6,239 7,512 Cash at bank 10,922 11,391 10,622 ------------------------- -------- -------- -------- 18,410 17,630 18,134 Creditors: amounts falling due within one (10,806) (9,354) (12,236) year -------- -------- -------- ------------------------- Net current assets 7,604 8,276 5,898 ------------------------- -------- -------- -------- Total assets less current liabilities 35,183 45,070 34,778 Creditors: amounts falling due after more than one year (693) (1,104) (805) Provisions for liabilities and charges (4,826) (3,324) (3,332) ------------------------- -------- -------- -------- Net assets 29,664 40,642 30,641 ------------------------- -------- -------- -------- Capital and reserves Called up share capital 9,179 8,987 8,987 Share premium account 17,019 17,911 17,019 Shares to be issued 475 7,057 1,231 Revaluation reserve 358 358 358 Merger reserve 25,777 26,055 26,319 Profit and loss account (note 7) (23,347) (19,728) (23,482) ------------------------- -------- -------- -------- Equity shareholders' funds (note 8) 29,461 40,640 30,432 Minority interests (equity) 203 2 209 ------------------------- -------- -------- -------- Capital employed 29,664 40,642 30,641 ------------------------- -------- -------- -------- UNAUDITED CONSOLIDATED CASH FLOW STATEMENT For the six months ended 30 September 2004 6 months to Year to --------------- -------- 30.9.04 30.9.03 31.3.04 restated £'000 £'000 £'000 -------------------------- -------- --- -------- -------- Net cash inflow/(outflow) from operating activities (note 9) 409 (3,144) (2,696) Returns on investment and servicing of 168 160 244 finance Taxation 53 72 28 Capital expenditure and financial (345) (637) (971) investment Acquisitions and disposals - 80 (818) Net cash flow before management of liquid resources and financing 285 (3,469) (4,213) Management of liquid resources - 700 700 Financing (91) (115) (240) -------------------------- -------- --- -------- -------- Increase/(decrease) in cash in the 194 (2,884) (3,753) period (note 10) Opening cash 10,122 13,875 13,875 -------------------------- -------- --- -------- -------- Closing cash (note 10) 10,316 10,991 10,122 -------------------------- -------- --- -------- -------- Reconciliation of net cash flow to movement in net funds Increase/(decrease) in cash in the 194 (2,884) (3,753) period Decrease in debt 91 115 240 Decrease in liquid resources - (700) (700) -------------------------- -------- --- -------- -------- Change in net funds resulting from cash 285 (3,469) (4,213) flows Debt removed on disposal of subsidiary - - 158 undertaking Finance leases acquired on acquisition of subsidiary undertaking - - (20) Net funds at start of period 9,455 13,530 13,530 -------------------------- -------- --- -------- -------- Net funds at end of period (note 10) 9,740 10,061 9,455 -------------------------- -------- --- -------- -------- NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 1. Accounting policies and basis of preparation The interim financial statements comprise the Group's unaudited results for the six months ended 30 September 2004 and 30 September 2003 and a summary of the audited results for the year ended 31 March 2004. The unaudited financial information has been prepared under the historical cost convention as modified by the revaluation of freehold buildings and in accordance with applicable accounting standards using the accounting policies set out in the Group's Annual Report and Accounts for the year ended 31 March 2004. The results for the six months ended 30 September 2003 have been restated for the change in accounting policy in respect of recognising revenue as described in the Annual Report and Accounts for the year ended 31 March 2004. The impact on the results for the six months ended 30 September 2003 was to increase turnover by £1,362,000 and to increase the operating loss by £115,000. The summary of results for the year ended 31 March 2004 does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The full financial statements for the year ended 31 March 2004 have been reported on by the Group's auditors and delivered to the Registrar of Companies. The audit report was unqualified and did not contain a statement under section 237(2) or section 237(3) of the Companies Act 1985. 2. Segmental information Year to -------- -------- 30.9.04 30.9.03 31.3.04 restated £'000 £'000 £'000 -------------------------- -------- -------- -------- Turnover Network Division 23,453 21,744 46,010 Financial Advisory Division 9,322 7,403 16,242 Insurance Division 2,251 1,987 4,259 -------------------------- -------- -------- -------- 35,026 31,134 66,511 -------------------------- -------- -------- -------- Operating profit/(loss) before goodwill amortisation and impairment and exceptional items Network Division 949 225 831 Financial Advisory Division (302) (2,302) (3,902) Insurance Division 487 110 714 Central costs (1,066) (1,204) (2,546) -------------------------- -------- -------- -------- 68 (3,171) (4,903) -------------------------- -------- -------- -------- The analysis of the operating profit/(loss) before exceptional items, goodwill amortisation and impairment is shown before management charges levied by the parent company. The Group's entire turnover and operating profit/(loss) arises within the United Kingdom. NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 3. Exceptional items 6 months to Year to --------------- -------- 30.9.04 30.9.03 31.3.04 £'000 £'000 £'000 -------------------------- -------- --- -------- -------- Adviser fees in respect of potential - - 795 merger Onerous property lease costs - - 540 -------------------------- -------- --- -------- -------- - - 1,335 -------------------------- -------- --- -------- -------- 4. Disposal of subsidiary undertakings The disposal of subsidiary undertakings in the year ended 31 March 2004 was in respect of the management buy-out of Alpha to Omega (UK) Limited and the liquidation of Berry Birch & Noble Financial Services Limited ('BBN FS') following the sale of its business to a fellow group company. The Financial Services Authority ('FSA') has informed the Group that it is to investigate the liquidation of BBN FS and the purchase of the BBN FS business by a fellow group company. The FSA has directed that no payments or distributions should be made by BBN FS to a Berkeley Berry Birch group company without the FSA's permission. The FSA has informed the Group that the appointment of investigators does not mean that it has determined that rule breaches and/or other contraventions have occurred. The Group has provided the FSA with all the information it has requested and awaits the formal response to its submission. There is still no definitive time frame for the completion of the investigation. The Directors remain confident in the outcome of the FSA investigation. The fees for legal advice incurred to date have been charged against the reorganisation provision established at 31 March 2004 for such costs. 5. Taxation No tax has been recognised in the profit and loss account for the six months ended 30 September 2004 in line with the expected full year position. The tax credits in the six months ended 30 September 2003 and the year ended 31 March 2004 were in respect of adjustments to prior years' tax provisions. NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 6. Earnings/(loss) per share The calculation of the basic earnings/(loss) per share is based on the profit/ (loss) for the financial period and the weighted average number of shares in issue during the period of 89,864,000 (six months to 30 September 2003: 89,095,000; year ended 31 March 2004: 89,485,000). At 30 September 2004 there were no share options that may have a dilutive effect on the number of shares and hence the diluted earnings/(loss) per share is the same as the basic earnings/(loss) per share. Additional disclosure has been provided in respect of earnings/(loss) per share as follows: 6 months to Year to --------------- -------- 30.9.04 30.9.03 31.3.04 restated -------------------------- -------- --- -------- -------- Basic earnings/(loss) per share before exceptional items, goodwill impairment and amortisation 0.3p (3.3p) (3.9p) Goodwill impairment and amortisation (0.8p) (1.0p) (3.8p) -------------------------- -------- --- -------- -------- Exceptional items included in operating profit/(loss) (note 3) - - (1.5p) -------------------------- -------- --- -------- -------- Basic loss per share (0.5p) (4.3p) (9.2p) -------------------------- -------- --- -------- -------- 7. Profit and loss account £'000 ---------------------------------------- -------- At 1 April 2004 (23,482) Loss for the period (493) Transfer to merger reserve 628 ---------------------------------------- -------- At 30 September 2004 (23,347) ---------------------------------------- -------- 8. Reconciliation of movement in equity shareholders' funds 6 months to Year to --------------- -------- 30.9.04 30.9.03 31.3.04 restated £'000 £'000 £'000 -------------------------- -------- --- -------- -------- Loss for the financial period (493) (3,868) (8,251) Ordinary shares issued, net of 278 324 324 expenses Movement in shares to be issued (756) 426 (5,399) Opening equity shareholders' funds 30,432 43,758 43,758 -------------------------- -------- --- -------- -------- Closing equity shareholders' funds 29,461 40,640 30,432 -------------------------- -------- --- -------- -------- NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 9. Net cash inflow/(outflow) from operating activities 6 months to Year to --------------- -------- 30.9.04 30.9.03 31.3.04 restated £'000 £'000 £'000 -------------------------- -------- --- -------- -------- Operating loss (667) (4,100) (9,645) Movement in debtors (25) (612) (2,132) Movement in creditors and provisions 39 292 4,976 Goodwill amortisation and impairment 735 929 3,407 Other non cash items 327 347 698 -------------------------- -------- --- -------- -------- Net cash inflow/(outflow) from 409 (3,144) (2,696) operating activities -------- --- -------- -------- -------------------------- 10. Analysis of net funds Non cash movements 1.4.04 Cash flow 30.9.04 £'000 £'000 £'000 £'000 ------------------- -------- -------- -------- -------- Cash and bank balances 10,122 194 - 10,316 ------------------- -------- -------- -------- -------- Debt due after one year (459) - 83 (376) Debt due within one year (174) 83 (83) (174) Finance leases (34) 8 - (26) ------------------- -------- -------- -------- -------- (667) 91 - (576) ------------------- -------- -------- -------- -------- 9,455 285 - 9,740 ------------------- -------- -------- -------- -------- Cash and bank balances at 30 September 2004 shown above exclude a bank deposit of £606,000 (31 March 2004: £500,000) which does not meet the definition of either cash or liquid resources under FRS1. 11. General The interim report was approved by the Board of Directors on 17 November 2004. This report will be sent to shareholders and will be made available to the public, upon request, from the Registered Office, Eaton House, 1 Eaton Road, Coventry CV1 2FJ. Independent review report to Berkeley Berry Birch plc Introduction We have been instructed by the company to review the financial information for the six months ended 30 September 2004 on pages 6 to 12. We have read the other information in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting the requirements of the Listing Rules of the Financial Services Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 September 2004. BDO STOY HAYWARD LLP Chartered Accountants London 17 November 2004 Shareholder information The company's share price is quoted daily and classified under the business sector 'Speciality & Other Finance' in The Financial Times and The Daily Express, under the business sector 'Banking & Finance' in The Times and under the business sector 'Financial Companies' in The Daily Mail. The current share price is shown on the company's corporate internet site, www.bbb.co.uk, under the Investors section (delayed by 15 minutes) and is also available on the FT Cityline telephone service (calls are charged at 60p per minute) on 0906 843 1815 (BT) or 0906 003 1815 (Vodafone). Enquiries concerning holdings of the company's shares (i.e. notification of change of address or the loss of a share certificate) should be referred to the company's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, telephone: 0870 162 3100. Shareholders who receive more than one copy of this interim report may have more than one account on the company's register of members. To amalgamate their holding, shareholders should contact the registrars giving details of the accounts concerned and how they wish them to be amalgamated. Information about the Group, and the services it offers, can be found on the corporate internet site www.bbb.co.uk. This information is provided by RNS The company news service from the London Stock Exchange
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