Interim Results

Millfield Group PLC 02 December 2004 Millfield Group plc Interim Results For the six months ended 30 September 2004 Millfield Group plc, the UK's largest national independent financial adviser, today announced its interim results for the six months ended 30th September 2004. As Millfield's merger with Inter-Alliance Group Plc ("Inter-Alliance") completed on 1 October 2004 following approval of Change of Controller by the FSA, this interim set of results relates solely to Millfield, as it existed pre-merger. The highlights were: Financial and Operating • Turnover up 48% to £27.3m (2003 - £18.4m) primarily due to strong organic growth • Losses after tax and minority interests reduced to £4.5m (2003 - £6.6m) • Operating losses, before goodwill amortisation and results relating to our Lifetime joint venture, were reduced to £2.3m (2003 - £5.4m) • Losses in our Lifetime joint venture increased to £1.4m (2003 - £0.6m) as the business spend increased prior to the launch of the business. • Cash balances of £4.0m (2003 - £8.3m) • On 17 May 2004, we successfully completed a share issue through a placing to raise £3.84 million, before expenses of £0.22 million. The primary purpose of the issue was to provide additional working capital • Gross margins and administration costs remain tightly controlled Post Balance Sheet Event • On 1 October 2004, Millfield merged with Inter-Alliance creating the largest national firm of independent financial advisers in the UK. • The merger was structured as a share for share purchase by Millfield and will result in the acquisition of 100% of Inter-Alliance shares. Under the offer 5 Millfield shares were exchanged for 236 Inter-Alliance shares resulting in Millfield shareholders owning 83% and Inter-Alliance shareholders 17% of the new enlarged group. • The merger was supported by five year loans totalling £15m from five financial services Product Providers, £14m of which has now been drawn down. • Cost savings of £7m already identified, well in excess of the £5m originally anticipated. Commenting on the interim results, Richard Mansell-Jones, Chairman of Millfield, said: "We believe that the new group is well positioned to take advantage of the new environment for distribution. We have significant scale, growing brand recognition, fully independent advice, Multi-tie advice and a whole range of specialist value added services for our clients. We are making excellent progress integrating the two businesses and we expect to realise the substantial benefits in line with our integration plan during the first part of next year and each quarter thereafter. We now have the opportunity to create a highly successful and profitable business." Enquiries to Millfield Group plc Paul Tebbutt, Chief Executive Tel: 020 8604 2607 Harry Roome, Finance Director Tel: 020 8604 2623 Redleaf Communications Emma Kane/James White Tel: 020 7955 1410 Notes to Editors: • Millfield Group plc is now the largest national independent financial advisory group in the UK offering truly independent financial advice to both businesses and individuals, primarily in the pensions, life assurance, investment and mortgage sectors. Its principal operating authorised companies are Millfield Partnership Limited and Inter-Alliance Group Plc. • Millfield currently retains the services of 1,785 self-employed advisers operating from 46 locations across the United Kingdom and 21 accounting professionals in a further 13 locations. • Millfield concentrates on providing its services and advice to companies, affluent individuals and affinity groups. Millfield intends to maintain its focus on these target markets and develop its business to meet changes in the regulatory environment. Its advisers work closely with professionals such as lawyers and accountants to benefit their corporate and domestic clients. • Millfield's goal is to offer a friendly, professional advisory service built on long-term relationships with its clients, creating security and wealth for them. Chairman's Statement Since we published our last annual report Millfield has merged with Inter-Alliance Group Plc ("Inter-Alliance"). This has created the largest national firm of independent financial advisers in the UK and transforms the size and capability of Millfield Group, creating a new platform from which we can continue to build and transform the business going forwards, leveraging our resources in order to meet new regulatory requirements which are being introduced in the second half of our financial year. Results The Inter-Alliance merger became unconditional on 1 October 2004 following approval of Change of Controller by the FSA. The results for the six months to 30 September 2004 relate solely to Millfield, as it existed pre-merger. The first half of the year showed turnover up 48% to £27.3m (2003 - £18.4m) and losses after tax and minority interests reduced to £4.5m (2003 - £6.6m). • Operating losses, before goodwill amortisation and results relating to our Lifetime joint venture, were reduced to £2.3m (2003 - £5.4m). This reflects the increase in turnover which was achieved primarily through organic growth, together with tight control of costs. Increases in regulatory costs and in operating costs in subsidiary companies were partially offset by reductions in other areas in the core business . • Losses relating to our Lifetime joint venture increased to £1.4m (2003 - £0.6m) as the business spend increased prior to the launch of the business. Inter-Alliance did not publish an interim report at 30 June 2004 and I set out below, for information, key figures derived from their management accounts for the six months to 30 September 2004, combined with Millfield results included in this report to give, for illustrative purposes only, a proforma set of figures for the half year for the new group. Inter-Alliance Millfield Proforma £m £m £m Turnover 36.8 27.3 64.1 Cost of Sales (28.5) (17.2) (45.7) Gross Profit 8.3 10.1 18.4 Administrative expenses (12.0) (12.4) (24.4) Operating loss before goodwill and exceptional items (3.7) (2.3) (6.0) In the six months to 30 September 2004 Inter-Alliance generated turnover of £36.8m reflecting a run rate increase of 16% on the reported turnover of £63.6m for the year ended 31 December 2003. When publishing their annual report on 30 June 2004 Inter-Alliance stated that annualised costs were £24m; cost savings anticipated at that date have been partially deferred pending the merger and those achieved have been offset by increases in regulatory costs. On 17 May 2004, we successfully completed a share issue through a placing to raise £3.84 million, before expenses of £0.22 million. The primary purpose of the issue was to provide additional working capital. Operating Companies Millfield Partnership - high quality professional National IFA with strong brand image This is Millfield's core business. The advisers are referred to as partners and we have a National branch based presence throughout the UK. Our commitment to independent financial advice is paramount to the advisers and their client proposition. There were 386 advisers at 30 September 2004 (2003 - 400) in 14 branches and 7 satellites. Productivity increases have resulted in an increase in turnover of 44% to £19.0m (2003 - £13.2m), giving productivity per adviser on an issued basis, in line with the new accounting policy introduced at the last year end, of £93,600, (2003 - £66,500). Increases reflect recruitment of new high producing advisers, whilst managing out those with productivity below £50,000, combined with increases for existing advisers supported by the beneficial effect of our specialist marketing programmes. Gross margin was 36.0%. Millfield Associate Partnership - a group of entrepreneurial firms building their businesses under the protection and umbrella of Millfield Group plc Turnover growth in our Associate Partnership firms has been 71% to £4.5m (2003 - £2.4m). A number of these firms specialise in the mortgage and protection markets which have continued to show strong growth in the period. We supported the establishment of Legacy Protect Limited in September 2003 and at 30 September 2004 this firm had 141 advisers, specialising in protection. This firm has been used to pilot an operations model which we intend to roll out in the new Multi-tie environment. Since 1 April 2004, 2 further start-up firms have joined. These new firms bring the total in Millfield Associate Partnership to 15, of which 12 have stepped acquisition agreements in place. There were 304 advisers in these firms at 30 September 2004 (2003 - 185). Millfield Direct - providing e-commerce support for group clients The operations of Simply Millfield have now been transferred from Manchester to our business centre in Hull and it is now providing an online service to clients making contact through Millfield Online Solutions, our internet business, and existing Simply Millfield clients. Arrangements are being put in place for services to be provided to clients of Millfield Partnership advisers who wish to provide additional services for clients, many of whom have purchased a product rather than the full value added independent package. These clients are serviced through Hull with turnover being split between the company and the adviser unless the client requests a face to face meeting. Services are continuously being developed and expanded. RST Group - an Accounting business specialising in the small business market RST comprises a firm of Accountants based in the north of England and Scotland and a financial services firm providing support to the client base. There are 21 accounting professionals and 9 financial advisers. In the first half of the year the business has been going through a period of consolidation, bringing together a number of the offices previously acquired as small accounting practices, reducing the number of offices to 13 (2003 - 16) with 110 staff (2003 - 126). Turnover of £2.6m (2003 - £1.9m) reflects the contribution from an acquisition in Preston in September 2003 and growth in the financial services business and resulted in an operating profit of £0.2m (2003 - loss of £0.1m). Inter-Alliance Operating Companies Inter-Alliance Group - highly professional National IFA Inter-Alliance has 483 advisers based in 10 branches and 17 satellites. In the six months ended 30 September 2004 they generated turnover of £12.6m, with average annualised productivity of £47,700. Inter-Alliance Group Practices - a group of entrepreneurial principals in firms enjoying freedom, individuality with the opportunity to build a business There are 54 Group Practices with 294 advisers generating turnover of £11.3m in the six months ended 30 September 2004, with average annualised production per firm of £415,100 and £75,400 per head. Sage - a network providing core services to its member firms encompassing compliance, training & competence, commission processing and professional indemnity Sage has 232 independent financial advisers in 153 firms and 86 non-regulated advisers who produced turnover of £8.0m in the six months ended 30 September 2004. International - a freestanding offshore financial advisory business based in Cyprus Turnover in the half year was £4.7m generating gross profit of £1.0m. After costs of £0.7m the business produced an operating profit of £0.3m. Integration of the Merged Group The merger of Millfield and Inter-Alliance was announced on 6 August 2004 and became unconditional on 1 October 2004. The merger was structured as a share for share offer by Millfield and will result in the acquisition of 100% of Inter-Alliance shares. Under the offer 5 Millfield shares were exchanged for 236 Inter-Alliance shares resulting in Millfield shareholders owning 83% and Inter-Alliance shareholders 17% of the new enlarged group. The merger was supported by five year loans totalling £15m from five financial services Product Providers, £14m of which has now been drawn down in full. Integration planning has been taking place since 6 August and implementation commenced on 1 October with completion of the merger. The principal workstreams within the programme are: 1. Distribution Structure. Our existing businesses are being restructured into a new set of marketing channels. The marketing channel proposition is as follows: • Millfield Partnership - formed from a combination of Millfield Partnership and Inter-Alliance Group National IFAs. The objective is to create a high quality professional independent business with a strong brand and market presence with a full service proposition for its advisers. • Millfield Enterprise - a group of firms operating from their own premises and utilising the marketing and support structure of the National firm, formed from Millfield Associate Partnership and Inter-Alliance Group Practices. Millfield Enterprise will assist the development of entrepreneurial principals within firms who through their own ambition and determination want to build a profitable and effective organisation under the protection and umbrella of the new Group. • Millfield Sage - an IFA network with a core package of services to support existing and new businesses. The objective is to increase the range of services and develop a premium network. • Millfield Direct - an e-commerce business to support the retention and servicing of clients, complementing services provided by their IFA. • RST - an accountancy firm focusing on small to medium businesses providing a full range of services including financial services • Inter-Alliance International - an offshore financial advisory business based in Cyprus. Millfield Alliance - a new trading style which is being specifically developed to accommodate depolarisation and the advent of Multi-Tie which will be available across all marketing channels 2. IFA Commission Terms. A complete review is taking place across the Group in order to ensure that the terms offered to all marketing channels are fair and reflect the services provided. Terms are being brought together for Millfield Partnership and Millfield Enterprise, based on a new structure, from 1 January 2005. 3. Premises. The existing 24 branches and 22 satellites are to be rationalised to 17 strategic branches and 8 satellites with a number of locations being taken over by Millfield Enterprise firms. The Inter-Alliance head offices in Cirencester and Wimbledon are to be closed in January 2005. 4. Staffing. Staff consultation is currently taking place. Savings of 30% are anticipated with the majority of changes to be in place by 1 January 2005. Senior managers have been appointed with an even balance from both organisations. 5. IT. Millfield will move across to the Atlas business support and processing system, which is owned by Inter-Alliance, in the first quarter of 2005. 6. Business Processes. Inter-Alliance operations will be restructured to utilise the Millfield business centre in Hull, providing efficient, quality servicesthroughout the Group. 7. Purchasing. A full review of all supply arrangements is taking place. 8. Mortgages. Mortgage regulation has been brought into the FSA from 1 November 2004. In the past Inter-Alliance advisers have generally placed mortgage business outside the company - this business will now be brought in house under our specialist programme, Millfield Mortgage Solutions. 9. Multi-tie. New Multi-tie rules are being introduced by the FSA with effect from 1 December 2004. Millfield now expects to form a specialist division under the name Millfield Alliance in conjunction with five or six leading financial services institutions. Advisers will be able to place business within the Multi-tie with many benefits - a simpler sales process, special products, streamlined administration and enhanced commission rates. Our target date for implementation is currently 15 January 2005. It is anticipated that the businesses will be substantially integrated by the end of the first quarter next year so that merger benefits will accrue in full in our next financial year. We aim to move to an annual cost base below £41m for the combined businesses as we have identified merger savings in excess of those anticipated, which will more than offset increases in regulatory costs which have arisen since the merger was announced. This fast integration, the use of a single mortgage operation and the introduction of a multi-tie division will allow the business to focus on further revenue growth. Business Closures In order to focus on the opportunities in the core business and to contain costs a number of businesses are being divested or closed. Millfield Moncur Jackson Limited - this company was closed on 10 August 2004 and its business transferred to a new Millfield Associate Partnership firm. Simply Millfield Limited - The operations of this company were transferred from Manchester to our Hull business centre in May 2005 and the skills and infrastructure built are being used primarily to support the existing client base. Product Innovations Limited - this firm is being sold to its management. Millfield is entering into an exclusive contract for the continued supply of innovative bespoke financial services products. Inter-Alliance (Mortgages) Limited - this company is being sold to its management and will become a member of the Sage network. Lifetime Group Limited During the period the company continued its work on developing the infrastructure and systems required to deliver its online personal portfolio service. It is now expected that the service will be launched in early 2005 following regulatory approval and live testing. On 8 October 2004 Norwich Union agreed to make a further investment of £13.0m into Lifetime, taking their shareholding up from 49.9% to 70%. Millfield will retain a shareholding of 24.7%, 14.6% as a fixed asset investment and 10.1% held for resale. Under the terms of the subscription £824,400, before expenses of £80,000, was paid to Millfield. As this transaction results in Millfield's fixed asset investment being below 20% of Lifetime's issued share capital, this business will in future be accounted for as an investment rather than as a joint venture. Board The Board of the company is now made up of myself, Richard Mansell-Jones, as chairman, Paul Tebbutt and Harry Roome as executive directors and Mike Walmsley, Tom Morton and David Stockdale as non-executive directors. Following the merger with Inter-Alliance, Bryan Beeston, Roger Brosch and Darrell Smith resigned from the Board and Tom Morton, Keith Carby and Michael Burne joined it. Subsequently, on 10 November, Keith Carby and Michael Burne ceased to be directors and they, and Roger Brosch, have left the group. The Group Executive Board, the main operational Board for the group, is now made up of Paul Tebbutt, Chief Executive, Harry Roome, Finance Director, Bryan Beeston, Group Sales Director, Mike Duncan, Operations Director, Frank Gorrie, Managing Director Sage Network and Darrell Smith, Northern Sales Director. We have been most fortunate as we have worked our way through these changes to have the talent in depth within the group that has allowed us to fill these posts internally. I wish the new appointees well in their new roles going forwards. Outlook The UK Financial Services sector continues to face major demands for change. The drivers of this change are economic, political and regulatory in origin and this continuous change has encouraged a trend towards sector consolidation. We believe that the new group is well positioned to take advantage of the new environment for distribution. We have significant scale, growing brand recognition, fully independent advice, Multi-tie advice and a whole range of specialist value added services for our clients. We are making excellent progress integrating the two businesses and we expect to realise the substantial benefits in line with our integration plan during the first part of next year allowing us to concentrate on revenue growth thereafter. I have been most impressed by the way in which employees from the two groups have been working together and how the selection process has identified the best people to take the business forward. This has resulted in taking the best from both companies to create best business practices. We now have the opportunity to create a highly successful and profitable business. Richard Mansell-Jones Non-Executive Chairman 1 December 2004 Consolidated Profit & Loss Account Six months ended Year ended 30 September 31 March 2004 2003 2004 As Restated (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 TURNOVER 27,300 18,384 41,899 Cost of Sales (17,204) (11,688) (27,057) Gross Profit 10,096 6,696 14,842 ADMINISTRATIVE EXPENSES Goodwill amortisation (721) (760) (1,388) Impairment losses - - (2,166) Other (12,429) (12,081) (24,169) (13,150) (12,841) (27,723) OPERATING LOSS (3,054) (6,145) (12,881) Share of operating loss in: Joint venture (1,359) (561) (1,517) Associate (48) (7) (53) Interest receivable and similar income: Group 59 87 198 Joint venture 20 11 39 Interest payable and similar charges (113) (92) (153) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (4,495) (6,707) (14,367) Tax on loss on ordinary activities 8 2 (27) LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (4,487) (6,705) (14,394) Equity minority interests (10) 83 324 LOSS FOR THE FINANCIAL PERIOD ATTRIBUTABLE TO SHAREHOLDERS (4,497) (6,622) (14,070) Deficit brought forward (37,059) (22,989) (22,989) DEFICIT CARRIED FORWARD (41,556) (29,611) (37,059) Basic and diluted loss per share (4.78p) (8.96p) (16.67p) CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Loss attributable to members of the company (4,497) (6,622) (14,070) Surplus arising in issue of shares in joint - 841 2,227 venture Total recognised gains and losses relating to (4,497) (5,781) (11,843) the year Prior period adjustment - (2,508) (2,508) Total gains and losses recognised since the (4,497) (8,289) (14,351) last annual report Consolidated Balance Sheet 30 September 31 March 2004 2003 2004 As Restated (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 FIXED ASSETS Intangible assets 14,298 17,710 14,977 Tangible assets 4,520 3,733 4,098 Investments in joint venture: Share of gross assets 1,235 1,687 2,212 Share of gross liabilities (730) (343) (368) Goodwill arising on acquisition less 1,549 1,632 1,591 amortisation Investments in associate: Share of net liabilities (101) (7) (53) Goodwill arising on acquisition less 2 2 2 amortisation 20,773 24,414 22,459 CURRENT ASSETS Stocks 5 5 6 Debtors 9,769 8,420 9,922 Investments 251 251 251 Cash at bank and in hand 4,029 8,279 4,515 14,054 16,955 14,694 CREDITORS amounts falling due within one year (8,826) (7,955) (10,686) NET CURRENT ASSETS 5,228 8,999 4,008 TOTAL ASSETS LESS CURRENT LIABILITIES 26,001 33,413 26,467 CREDITORS amounts falling due after more than one (2,347) (2,501) (2,161) year 23,654 30,912 24,306 PROVISIONS FOR LIABILITIES AND CHARGES (1,581) (1,491) (1,364) MINORITY INTERESTS Equity minority interests 270 (90) 280 NET ASSETS 22,343 29,331 23,222 CAPITAL AND RESERVES Called up share capital 172 159 160 Deferred consideration 1,309 1,634 1,309 Share premium account 48,482 44,599 44,876 Merger reserve 11,709 11,709 11,709 Capital reserve 2,227 841 2,227 Profit and loss account (41,556) (29,611) (37,059) EQUITY SHAREHOLDERS' FUND 22,343 29,331 23,222 These financial statements were approved by the Board of Directors on 1 December 2004. Signed on behalf of the Board of Directors: Richard Mansell-Jones Paul Tebbutt Harry Roome Consolidated Cash Flow Statement Six months ended Year ended 30 September 31 March 2004 2003 2004 As Restated (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 Operating loss (3,054) (6,145) (12,881) Depreciation charge 721 541 1,205 Profit on sale of tangible fixed assets (23) - - Decrease/(increase) in stocks 1 - (1) Goodwill amortisation charge 721 760 1,388 Impairment of intangible fixed assets - - 2,166 Decrease/(increase) in debtors 153 (1,285) (2,996) (Decrease)/increase in creditors (3,760) (187) 3,218 Increase/(decrease) in provisions 217 51 (76) Reclassification of intangible fixed assets - - 10 Restatement of intangible value in RST Group Limited due to - - (96) prior year adjustment Deferred consideration - - (589) Net cash outflow from operating activities (5,024) (6,265) (8,652) Returns on investments and servicing of finance Interest received 59 87 198 Interest paid (113) (92) (153) (54) (5) 45 Taxation UK corporation tax paid 13 3 - Capital expenditure and financial investment Purchase of tangible fixed assets (1,215) (450) (1,478) Sale of tangible fixed assets 95 - - (1,120) (450) (1,478) Acquisitions and disposals Purchase of subsidiary undertakings - (425) (379) Acquisition expenses - (22) (52) Purchase of fixed asset investments - - (127) Investment in associate - (2) - - (449) (558) Financing Cash receipt from share issue 3,840 10,154 10,154 Expenses paid in connection with share issue (222) (1,407) (1,455) New secured loans 2,300 - - Medium-term bank loans (186) (98) (251) 5,732 8,649 8,448 (Decrease)/Increase in cash in the period (453) 1,483 (2,195) Reconciliation of net cash flow to movements in funds (Decrease)/increase in cash in the period (453) 1,483 (2,195) Cash (inflow)/outflow from (increase)/decrease in debt (2,114) 98 251 Change in net funds resulting from cash flows (2,567) 1,581 (1,944) Loan notes 1,050 - 22 Movement in net funds in year (1,517) 1,581 (1,922) Net funds at beginning of period 2,346 5,630 4,268 Net funds at end of period 829 7,211 2,346 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 2004 group accounts. The figures shown for the full year ended 31 March 2004 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 Acts 1985. 2. LOSS PER SHARE The calculation of loss per share on losses attributable to shareholders is based on losses after taxation of £4,497,000 (2003: £6,622,000) and on 94,029,824 (2003: 73,936,187) 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. PRIOR PERIOD ADJUSTMENT Comparative figures for the six months ended 30 September 2003 have been restated to comply with the addition of Application Note G to FRS 5 'Reporting the Substance of Transactions': Revenue Recognition. The previous policy for the recognition of commission based business was on a submitted basis with a provision against policies not taken up. Application Note G to FRS 5 also required the value of income and unbilled work in progress to be included in turnover at realisable value when the Group obtains the right to consideration of such work in progress rather than on billing. The previous policy for the recognition of work in progress was to value it at book value less any element of profit contained in that value. 4. POST BALANCE SHEET EVENTS Millfield merged with Inter-Alliance Group Plc on 1 October 2004. Millfield Group plc is issuing 19,695,210 Ordinary Shares in exchange for 100% of the issued share capital of Inter-Alliance Group Plc. On 8 October 2004, Lifetime Group Limited agreed to allot a further 17,134,556 shares to Norwich Union for a consideration of £13.0m. As a result of the subscription, Millfield was paid a control premium of £824,400 by Norwich Union. Following this transaction, Millfield Group plc's shareholding will reduce to 24.7%, 14.6% held as a fixed asset investment and 10.1% held for resale. This information is provided by RNS The company news service from the London Stock Exchange
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