Interim Results

Millfield Group PLC 05 December 2003 Date: 05 December 2003 On behalf of: Millfield Group plc ("Millfield") Embargoed until: 0700hrs Millfield Group plc Interim Results 2003 Millfield Group plc, a leading independent financial services advisory group, today announces its interim results for the six months ended 30 September 2003. The main highlights are: • Turnover up 65% to £23.5m (2002: £14.2m) • Losses after tax reduced to £5.65m (2002: £5.92m) • Number of advisers and accounting professionals grown to 640 (2002: 450) • Operating losses, before goodwill amortisation and results relating to Lifetime joint venture, reduced to £4.4m (2002: £5.6m) • Turnover exceeded £5m in September, resulting in a small operating profit • Completion of placing and open offer to raise £8.7m, after expenses of £1.4m. • Group cash balances of £8.2m with a further £3.3m in Lifetime • Transformational deal for Lifetime - £10m investment finalised by Norwich Union • Delivery of economic gain, for Millfield, via investment in Lifetime Commenting on the interim results, Richard Mansell-Jones, Chairman of Millfield, said: "Major progress has been made in the period, particularly in achieving funding for Lifetime and in positioning it as an industry vehicle for the future. "Achieving a small profit in September was an important milestone for the Group. Our next objective is to deliver consistent profitability at operating level. "We have built a strongly based Group and I am confident that, with the quality of the people we have and are attracting, we can continue to deliver our plans." Enquiries: Millfield Group plc www.millfield-partnership.co.uk Paul Tebbutt, Chief Executive Tel: 020 8604 2607 Mob: 07958 992812 Harry Roome, Finance & Operations Director Tel: 020 8604 2623 Mob: 07855 259148 Collins Stewart Limited Tel: 020 7523 8350 Simon Atkinson/Stephen Keys Redleaf Communications Tel: 020 7955 1410 Emma Kane/Nick Lambert Mob: 07876 338339 Notes to Editors: • Millfield Group plc was floated on the Alternative Investment Market of the London Stock Exchange in March 2001. • Millfield is a national independent financial advisory company in the UK, offering truly independent advice, primarily in the pensions, life insurance, investment and mortgage sectors, as well as long-term care provision, personal wealth management and the corporate financial planning arena. Millfield also has specialist divisions dealing with offshore investment, insurance and employee benefits. Chairman's Statement In just two and a half years, Millfield has created a national independent advisory organisation offering truly independent advice to both individuals and businesses across the length and breadth of the UK. This has been achieved in a period of ongoing uncertainty about regulatory changes in the financial services industry, continuing volatility in global stockmarkets, and low levels of confidence by businesses and individuals in the UK. However, recent improvements in financial markets, low interest rates and inflation are starting to increase confidence and the Group's diverse range of businesses and specialist services enables us to react effectively to these changes. During the period, Millfield has continued to grow the number of its high calibre advisers and employees and to develop their businesses, utilising the investment that has been made, since our flotation, in the Group's infrastructure. Results Results for the first half of the year show turnover up 65% to £23.5m (2002: £14.2m) and losses after tax reduced to £5.65m (2002: £5.92m). • Operating losses, before goodwill amortisation and results relating to our Lifetime joint venture, were reduced to £4.4m (2002: £5.6m). This reflects the increase in turnover which was achieved through organic growth and acquisitions made in the second half of last year, together with tight control of costs which resulted in a 10% reduction in overheads in the existing businesses. • September management accounts showed the achievement for the first time of turnover exceeding £5m, resulting in a small operating profit in the month. September is generally a strong seasonal month for us - nevertheless this is an important milestone in the development of the Group, achieved in line with the timing anticipated at the time of the flotation. • Changes in the corporate structure of our Lifetime joint venture have resulted in a surplus of £0.8m which has been taken directly to reserves, and more than offsets our share of the trading losses of the business of £0.6m. At 30 September, companies within the Group held £8.3m of cash balances with a further £3.3m held by Lifetime. On 9 July, we successfully completed a share issue through a placing with institutional shareholders and an open offer to all shareholders to raise £8.7m, after expenses of £1.4m. The primary purpose of the issue was to provide additional working capital for the Group, particularly to fund the increasing pipeline debtor of business submitted to product providers awaiting issue, and to support the business plans of Group companies. Operating Companies Millfield Partnership - creating value in a changing marketplace This is Millfield's core business with 400 advisers in 19 locations, up from 347 a year ago with 16 locations. This increase, together with some improvements in productivity, has resulted in turnover of £16.4m, an increase of 39% from £11.8m in the first half of last year. Gross margin was 30.3%. This business continues to develop satisfactorily. Whilst productivity per adviser during the recent economic uncertainty did drop below the levels we anticipated, it has improved slightly in the first half of the year. We remain confident that the increasingly high calibre of our recruits, combined with the marketing initiatives that we are implementing to support adviser activity, will mean that this improvement will continue. Millfield Associate Partnership - growing the firms Results in the first half of the year in our Associate Partnership firms have been most encouraging, with turnover of £3.5m, up from £1.3m last year. A number of these firms specialise in the mortgage and protection markets and they have been particularly successful during this period. We supported the establishment of Legacy Protect Limited which was launched in September and we entered into agreements with Parker Group Financial Services Limited, an existing firm with 9 advisers, on 10 September 2003. Both of these new firms utilise our stepped acquisition model, which allows Millfield to participate in industry consolidation and secure additional firms and groups of advisers led by vigorous entrepreneurs, with total consideration payable being linked to proven value. These new firms bring the total in Millfield Associate Partnership to12, 10 of which have stepped acquisition agreements in place. There are now 185 advisers in these firms. Millfield Management Services - providing the infrastructure to support growth Most of the operational infrastructure required by the core companies is now in place. We are currently carrying out a major upgrade of our IT with the installation, in the early part of next year, of a new host system using the Swift package from Sirius Financial Solutions PLC. This will support significant improvements in operational effectiveness and management information, providing a platform for the next stage of growth. Millfield Moncur Jackson - Innovative Employee Benefits solutions We have now completed the earnout from the acquisition of this business resulting in payment of the maximum amount as the business met all its turnover and profit targets. We continue to develop our Employee Benefits proposition which we believe is an area which will benefit from more IFA activity. Simply Millfield - Online term assurance direct We have now established the operating infrastructure of this business. Advertising levels in the first half of the year have been low whilst we have tested the proposition and positive results mean that these are now being increased in the second half of the year. RST Group Limited - broadening the client offering through complementary financial services activities RST has traded profitably through the first half of the year with a turnover of £1.9m. On 1 September RST acquired the Chartered Accountants and IFA firm Freeman Rich, based in Preston. Total consideration is a maximum of £0.98m with initial consideration of £0.39m having been paid in cash. This acquisition brings RST to a total of 16 offices in the north of England and Scotland with 126 staff, including 40 accounting professionals and 13 IFAs. Lifetime Group Limited On 24 July, we announced that we had reached agreement in principle with Norwich Union Life and Pensions Limited ("Norwich Union") for them to invest in and become a full partner in developing our Lifetime joint venture. As a result, we converted our preference shares to ordinary shares and Lifetime issued 1,024,998 new ordinary 1p shares to Norwich Union for £2.0m. Following these transactions Millfield held 76.34% of the shares in Lifetime and Norwich Union held 7.41%. These transactions have already delivered an economic gain in the value of Millfield's share in the Joint Venture increasing by £0.8m and this increase in the net assets has been included in the half year results as a movement on reserves. On 4 December 2003, the second stage of the agreement with Norwich Union was concluded, resulting in a transformational deal for Millfield and the agreement of a new business plan for the company. Lifetime allotted a further 11,736,354 shares to Norwich Union for a consideration of £8.0m taking its shareholding to 49.9%. Millfield retains a shareholding of 41.3% following these transactions. The remaining 8.8% of the shares are held by the founders. This transaction will result in a further economic gain for Millfield, with a surplus in the second half of the year of £1.4m, which will also be taken directly to reserves. During the period, the company continued its work on developing the infrastructure and systems required to deliver its online personal portfolio and wealth management investment service. It is now expected that the service will be launched in the first half of the next calendar year, following regulatory approval and live testing. The new business plan developed in conjunction with Norwich Union aims to deliver a service which will be used across the financial services industry. Millfield's share of losses from this activity during the period was £0.6m. Outlook Millfield has continued to develop in line with its strategy and the plans we set out at the time of our flotation and in subsequent announcements. Major progress has been made in the period, particularly in achieving funding for Lifetime and in positioning it as an industry vehicle for the future. Achieving a small operating profit in September was an important milestone for the Group. Our next objective is to deliver consistent profitability at the operating level. The economy and the investment markets have stabilised though there is still considerable change to occur across the financial services market. We have built a strongly based Group and I am confident that, with the quality of the people we have and are attracting, we will continue to deliver our plans. Richard Mansell-Jones Non-Executive Chairman 4 December 2003 Consolidated Profit and Loss Account Year Six months ended ended 30 September 31 March 2003 2002 2003 (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 TURNOVER 23,489 14,175 31,343 Cost of Sales (15,817) (9,280) (20,755) Gross Profit 7,672 4,895 10,588 ADMINISTRATIVE EXPENSES Goodwill amortisation (760) (316) (794) Other (12,081) (10,484) (21,986) (12,841) (10,800) (22,780) OPERATING LOSS (5,169) (5,905) (12,192) Share of operating loss Joint venture (561) (190) (481) Associate (7) 0 0 Interest receivable and similar income Group 87 190 378 Joint venture 11 4 16 Interest payable and similar charges (92) (16) (61) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (5,731) (5,917) (12,340) Tax on loss on ordinary activities 2 0 (21) LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (5,729) (5,917) (12,361) Equity minority interests 83 (3) 145 LOSS FOR THE FINANCIAL PERIOD ATTRIBUTABLE TO SHAREHOLDERS (5,646) (5,920) (12,216) Deficit brought forward (20,481) (8,265) (8,265) DEFICIT CARRIED FORWARD (26,127) (14,185) (20,481) Loss per share (7.64p) (9.82p) (18.25p) STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Profit attributable to members of the (5,646) (5,920) (12,216) company Surplus arising on issue of shares by joint 841 0 0 venture Total recognised gains and losses for the (4,805) (5,920) (12,216) period Consolidated Balance Sheet 30 September 31 March 2003 2002 2003 (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 FIXED ASSETS Intangible assets 17,710 11,960 17,451 Tangible assets 3,733 3,235 3,825 Investments 0 98 0 Investments in joint venture: Share of gross assets 1,687 2,803 2,558 Share of gross liabilities (343) (121) (147) Goodwill arising on acquisition less amortisation 1,632 282 275 Investments in associate: Share of net liabilities (7) 0 0 Goodwill arising on acquisition less amortisation 2 0 0 24,414 18,257 23,962 CURRENT ASSETS Stocks 966 0 706 Debtors 15,643 9,026 12,099 Investments 251 0 251 Cash at bank and in hand 8,279 14,409 6,926 25,139 23,435 19,982 CREDITORS: amounts falling due within one year (12,656) (6,183) (11,127) NET CURRENT ASSETS 12,483 17,252 8,855 TOTAL ASSETS LESS CURRENT LIABILITIES 36,897 35,509 32,817 CREDITORS: amounts falling due after more than one year (2,501) (1,050) (2,308) 34,396 34,459 30,509 PROVISIONS FOR LIABILITIES AND CHARGES (1,491) (856) (1,440) MINORITY INTERESTS Equity minority interests (90) (3) (173) NET ASSETS 32,815 33,600 28,896 CAPITAL AND RESERVES Called-up share capital 159 123 124 Deferred consideration 1,634 325 1,656 Share premium account 44,599 35,628 35,888 Merger reserve 11,709 11,709 11,709 Capital reserve 841 0 0 Profit and loss account (26,127) (14,185) (20,481) EQUITY SHAREHOLDERS' FUNDS 32,815 33,600 28,896 These financial statements were approved by the Board of Directors on 4 December 2003. Signed on behalf of the Board of Directors: Richard Mansell-Jones Harry Roome Paul Tebbutt Consolidated Cash Flow Statement Year Six months ended ended 30 September 31 March 2003 2002 2003 (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 Operating loss (5,169) (5,905) (12,192) Depreciation charge 541 364 853 Increase in stocks (260) 0 (94) Goodwill amortisation charge 760 316 794 Increase in debtors (3,544) (1,385) (1,381) Increase/(decrease) in creditors 1,356 (173) (579) Increase in provisions 51 104 587 Net cash outflow from operating activities (6,265) (6,679) (12,012) Returns on investments and servicing of finance Interest received 87 190 378 Interest paid (92) (16) (61) (5) 174 317 Taxation UK corporation tax paid 3 0 6 Capital expenditure and financial investment Purchase of tangible fixed assets (450) (700) (1,437) Sale of tangible fixed assets 0 0 15 (450) (700) (1,422) Acquisitions and disposals Purchase of subsidiary undertakings (425) 0 (1,960) Cash acquired with subsidiaries 0 0 243 Acquisition expenses (22) (151) (811) Overdraft acquired with subsidiary 0 0 (143) Purchase of fixed asset investments 0 (98) (446) Purchase of joint venture interest 0 (3,000) (3,000) Investment in associate (2) 0 0 (449) (3,249) (6,117) Financing Cash receipt from share issue 10,154 17,238 17,238 Expenses paid in connection with share issue (1,407) (1,050) (1,055) 8,747 16,188 16,183 Increase/(decrease) in cash in the period 1,581 5,734 (3,045) Reconciliation of net cash flow to movements in funds Increase/(decrease) in cash in the period 1,581 5,734 (3,045) Net funds at beginning of period 5,630 8,675 8,675 Net funds at end of period 7,211 14,409 5,630 Notes 1. BASIS OF PREPARATION The interim accounts, which are unaudited, have been prepared on the basis of the accounting policies set out in the 2003 group accounts. The figures shown for the full year ended 31 March 2003 represent an abridged version of the full accounts of Millfield Group plc for that year, which have been filed with the Registrar of Companies and on which the auditors have given an unqualified report. The financial information contained in this interim report does not constitute the Group's statutory accounts within the meaning of section 240 of the Companies Act 1985. 2. LOSS PER SHARE The calculation of loss per share on losses attributable to shareholders is based on losses after taxation of £5,645,844 (2002: £5,919,670) and on 73,936,187 (2002: 60,303,016) ordinary shares, being the weighted average number of shares in issue during the six months. FRS 14 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease net profit or increase net loss per share. For a loss making company with outstanding share options, the exercise of in-the-money options would reduce rather than increase the net loss per share and thus such options are not dilutive as defined in the FRS. Similarly, although net loss per share would be increased by the exercise of out-of-the-money options, it seems inappropriate to assume that option holders would act irrationally and exercise those options. Accordingly no adjustment has been made to diluted EPS for either in-the-money or out-of-the-money share options and, since there are no other diluting future share issues, the diluted loss per share is the same as the basic loss per share for the year. 3. POST BALANCE SHEET EVENTS On 4 December 2003, Lifetime Group Limited has allotted a further 11,736,354 shares to Norwich Union for a consideration of £8.0m. Following this transaction, Millfield Group plc's shareholding reduced to 41.3%, 24.4% held as an investment and 16.9% held for resale. This information is provided by RNS The company news service from the London Stock Exchange
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