Interim Results

Millfield Group PLC 01 December 2005 Millfield Group plc interim results to 30 September 2005 Millfield's focus shifts from successful restructuring to profitability Millfield Group plc ("Millfield", "the company" or "the group"), a leading national independent financial services advisory group, today announces its interim results for the period ended 30 September 2005. It is now one year since Millfield merged with Inter-Alliance Group Plc (" Inter-Alliance") creating the largest national firm of independent financial advisers in the UK. Significant management effort has been absorbed over the last year in integration activities: harmonising systems and procedures for the enlarged group, in divesting non-core activities and in extracting some very significant synergies and cost savings post merger. The group is now 100% UK based. We have reached the stage where this core integration activity is complete and management is focussing on the future development of the group; growing turnover, adviser numbers, margin and profitability. The group's turnover is now annualising in excess of £120m, we now have the scale and infrastructure capability to take advantage of the positive outlook for the UK advisory market. IFAs are and will remain the dominant distribution channel. Millfield Group will continue to be a leading player and should benefit substantially from the current market recovery in particular the changes to pension simplification going forwards and the stability of the property market. Highlights: • Turnover up 135% to £64.1m (2004 - £27.3m) • Gross profit up 48% to £15.0m (2004 - £10.1m) • Reduced loss after tax and minority interests of £1.3m (2004 - £4.5m) • Cost base reduction initiatives implemented in September 2005 resulted in significant savings - the annualised rate for the cost base is now £30.8m (£49m post merger) and it will reduce further to £29m by Q4 2005/6 • Further efficiencies will reduce the cost base to below £28m from Q1 2006/7 • Administrative staff headcount reduced from 509 on merger to 364 at November 2005 • The group is on course for operating profitability for Q3 2005/6 • £7.3m cash - group operating cash flow has been positive since September 2005 • 73 new applications in membership to join Millfield Partnership • 53 new applications in membership for Sage Financial Services • Implementation of minimum standards throughout MPL national branch network • Relocation of IT operations centre to London Docklands plus switching all locations to Telstra, the AAA rated carrier, as a single telecoms supplier Paul Tebbutt, Chief Executive of Millfield, said: "We have continued to make substantial savings in overhead expenses which were running at an annual rate of £49m immediately post merger. With the cost reduction initiatives implemented in September 2005 the annualised rate for the cost base is now £30.8m and will reduce further to £29m by the 4th quarter 2005/ 6. Our administrative staff headcount has been reduced from 509 on merger to 364 at November 2005. We are focusing on achieving further cost efficiencies in the 1st quarter 2006/ 7, which will reduce our cost base to £28m. In September 2005, the group indicated that it was confident of achieving operating profitability from the 3rd quarter 2005/6. We are pleased to report that an operating profit (before goodwill amortisation) was recorded in our management accounts for both October and November, hence we remain confident of achieving our objectives. Furthermore we can confirm that the group was cash generative in each of the last two months. With further cost savings yet to be realised, and with positive trends emerging with respect to turnover, the group looks forward to 2006 and 2007 with optimism." Enquiries Millfield Group plc Paul Tebbutt, Chief Executive Telephone 020 8604 2607 Mobile 07958 992812 Arthur Milton, Finance Director Telephone 020 8604 2623 Mobile 07711 714215 Llewellyn-Slade PR Limited Mark Llewellyn-Slade - 01444 242792 Francis Higney - 0207 7336557 Profile Millfield Group plc ("Millfield") is a national independent financial advisory group offering truly independent financial advice to both businesses and individuals, primarily in the pensions, life assurance, investment and mortgage sectors. Its principal Financial Services Authority authorised companies in the UK are Millfield Partnership Limited and Sage Financial Services Limited. Millfield companies retain the services of 1,575 self-employed advisers operating from locations spread extensively across the whole of the United Kingdom and 21 qualified accounting professionals in a further 9 locations in the United Kingdom. Millfield companies concentrate on providing services and advice to businesses, affluent individuals and affinity groups. Millfield intends to maintain its focus on these target markets and significantly increase its market presence. Its advisers work closely with estate agents, lawyers, accountants and other professional advisers to benefit their corporate and domestic clients. Millfield's goal is to offer a friendly, professional service built on long-term relationships with its advisers, their clients and to deliver our vision " creating security and wealth for clients, advisers, shareholders and employees". Chairman's Statement It is now one year since Millfield merged with Inter-Alliance Group Plc (" Inter-Alliance") creating the largest national firm of independent financial advisers in the UK. Significant management effort has been absorbed over the last year in integration activities: harmonising systems and procedures for the enlarged group, in divesting non-core activities and in extracting some very significant synergies and cost savings post merger. The group is now 100% UK based. We have reached the stage where this core integration activity is complete and management is focussing on the future development of the group; growing turnover, adviser numbers, margin and profitability. The group's turnover is now annualising in excess of £120m, we now have the scale and infrastructure capability to take advantage of the positive outlook for the UK advisory market. IFAs are and will remain the dominant distribution channel. Millfield Group will continue to be a leading player and should benefit substantially from the current market recovery in particular the changes to pension simplification going forwards and the stability of the property market. Results The Inter-Alliance merger was effected on 1 October 2004. Accordingly the comparative results for the six months to 30 September 2004 relate solely to Millfield operations as they existed pre-merger. The first half of the year includes the following: • Turnover up 135% to £64.1m (2004 - £27.3m) • Gross profit up 48% to £15.0m (2004 - £10.1m) • Reduced loss after tax and minority interests of £1.3m (2004 - £4.5m). • Operating loss before goodwill amortisation and exceptional items was £4.0m (2004 - £2.3m pre-merger). This reflects a continued reduction from a £6.8m loss in the six months immediately following the merger. • An exceptional loss of £0.6m (2004 - £nil) comprises a write-back of an onerous lease provision of £0.6m after surrender of a lease in London West End, net of redundancy and relocation costs of £1.2m incurred in September 2005. These result in annualised cost savings of £3.7m from October 2005 onwards. • The loss before tax of £1.2m (2004 - £4.5m) includes a profit of £5.0m which arises on disposal of the group's 24.7% holding in Lifetime Group Ltd to Norwich Union on 5 August 2005. • The non-core international businesses of the group which comprised turnover of £5m were sold on 15 September 2005 for a gross consideration of £0.75m. • The group is on course to make an operating profit before goodwill amortisation for the 3rd quarter 2005/6 • £7.3m cash - group operating cash flow has been positive since September 2005 • Further cost savings have been made to reduce administrative expenses (excluding goodwill amortisation) to £29m by the 4th quarter 2005/6 We have continued to make substantial savings in overhead expenses which were running at an annual rate of £49m immediately post merger. With the cost reduction initiatives implemented in September 2005 the annualised rate for the cost base is now £30.8m and will reduce further to £29m by the 4th quarter 2005/ 6. Our administrative staff headcount has been reduced from 509 on merger to 364 at November 2005. We are focusing on achieving further cost efficiencies in the 1st quarter 2006/ 7, which will reduce our cost base to £28m. In September 2005, the group indicated that it was confident of achieving operating profitability from the 3rd quarter 2005/6. We are pleased to report that an operating profit (before goodwill amortisation) was recorded in our management accounts for both October and November, hence we remain confident of achieving our objectives. Furthermore we can confirm that the group was cash generative for the last two months. With further cost savings yet to be realised, and with positive trends emerging with respect to turnover, the group looks forward to 2006 and 2007 with optimism. Operating Businesses The principal operating businesses of the group are described below. UK turnover in the six months to 30 September 2005 increased to £59.1m up 8% from a level of £54.7m in the previous six months to 31 March 2005. Turnover includes £56.2m in respect of the regulated businesses, of which RST generated £0.8m together with £1.6m of accountancy services revenue. The average number of advisers in the six months period was 1588 and annualised productivity per adviser £71,000. This comprised productivity of £74,000 for Millfield Partnership (including Millfield Enterprise firms) and £58,000 for the Sage network. Millfield offers flexibility of distribution through its business channels, independent status, whole of market & Multi Tie. Millfield Partnership - high quality professional National IFA with strong brand image This is Millfield's National branch fully serviced business (including professional indemnity insurance) where the advisers are referred to as partners. Our commitment to independent and whole of market advice is paramount to the advisers and their client's propositions. Millfield Enterprise - a group of entrepreneurial firms building their businesses within the framework of Millfield Millfield Enterprise incorporates the firms within Millfield Associate Partnership ("MAP") and those previously in Inter-Alliance Group Practices. The firms within Millfield Enterprise provide their own premises and local facilities whilst receiving all of the Millfield central services, purchasing power, systems, compliance, training & development, professional indemnity insurance etc. Sage Financial Services - a premium network Sage provides core services to its member firms encompassing compliance, training & competence, commission processing and professional indemnity insurance. RST Group - an Accounting business specialising in the small business market RST comprises a firm of accountants based in the north of England, Scotland and a financial services firm providing services to the client base. Integration of the Merged Group Our activities in integrating the merged group were fully described in the last annual report. During the last quarter we have divested all non-core operations and have completed all branch closures. We are now fully focussed on our core UK businesses from 14 strategic national locations; down from 46 at the time of the merger. We completed the relocation of our IT operations and development centre to London Docklands in October 2005 and throughout November 2005 have switched all locations to Telstra Network, the AAA rated carrier, as a single telecoms supplier. Our Operations Centre in Europa House Hull is continuing to expand and will have 114 employees by the end of 2005. Accordingly we will move into 2006 with a streamlined technology platform and with a concentration in developing ongoing services for our advisers, growing turnover, controlling costs and improving margins across each of our UK business channels. Business Closures and Disposals We have continued to focus our resources on the opportunities that exist within our core UK business channels. To contain costs the following businesses have been closed or sold during the half year: Sale of Lifetime Group On 5 August 2005, the group's 24.73% shareholding in Lifetime Group Limited was sold by the joint holders, the company and its subsidiary Millfield Partnership Limited, to Norwich Union Life Investment Partnership Limited. Consideration for the sale was an initial amount of £9m paid on completion together with deferred consideration of up to a maximum £6m, contingent upon certain performance targets being achieved, a portion of which will be ceded to advisers. The deferred consideration is payable in four instalments as follows: 31 May 2006 £2.0m 30 April 2007 £1.5m 30 April 2008 £1.5m 30 April 2009 £1.0m The excess of initial proceeds net of expenses over the carrying value of the investment is £5.0m, and is reflected in the consolidated profit and loss account for the half year. Sale of International businesses On 15 September 2005 the non-core international financial advisory arm of Millfield (comprising the entire issued share capital of Inter-Alliance International Group (Cyprus) Limited, PGMS Holdings Limited and Sterling Associates Limited) was sold to de Vere Holding Company Limited for an aggregate consideration of £750,000, payable as £600,000 on completion and £150,000 on 31 March 2006. After deducting related costs and amounts paid to settle certain liabilities of the international companies, the net proceeds provide additional working capital of £310,000. Board The Board of the company consists of myself as non-executive Chairman, Paul Tebbutt, Bryan Beeston, Mike Duncan and Arthur Milton as executive directors and Mike Walmsley (Deputy Chairman), Tom Morton and Peter Connell (IFA Representative) as non-executive directors. The Group Executive Board, the main operational board for the group, is now made up of Paul Tebbutt, Chief Executive, Bryan Beeston, Group Sales Director, Mike Duncan, Operations Director, Arthur Milton, Interim Finance Director, Frank Gorrie, Managing Director Sage Network, Darrell Smith, National Sales Director, Neil Stevens, Marketing Director and Alec Adams, Business Quality Director. Following the restructuring of the company and the sale or closure of non-core and foreign businesses, Bryan Beeston will step down from the company's Boards on 31 December 2005, he will continue his association with Millfield by launching a new venture within the group in the new year. Outlook The group has now reached a very positive stage in its development in that all major core activity surrounding the merger of Millfield and Inter-Alliance is complete. Moving forward we will continue to focus all of our efforts in developing and growing the business; the main drivers of profitability are adviser numbers, productivity, gross margin and expenses. The group is now significantly larger than many of its competitors. As such it has greater resources to allocate to future technology investment and is well placed to accommodate further sector consolidation. The group's turnover is now annualising in excess of £120m and with the advent of pension simplification ("A" day) we are already experiencing increased levels of activity in this market sector, which we believe will continue throughout 2006 and beyond. The company will report an operating profit from the 3rd quarter 2005/6 onwards and there remains capacity to achieve further cost savings in the 1st quarter 2006/7. Richard Mansell-Jones Non-Executive Chairman 1 December 2005 Consolidated Profit & Loss Account Six months ended Year ended 30 September 31 March 2005 2004 2005 (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 TURNOVER 64,066 27,300 84,956 Cost of Sales (49,102) (17,204) (58,991) Gross Profit 14,964 10,096 25,965 Operating loss before goodwill amortisation and (4,002) (2,333) (8,865) exceptional items Goodwill amortisation (893) (721) (1,915) Exceptional items (590) - (7,970) Administrative expenses (20,449) (13,150) (44,715) OPERATING LOSS (5,485) (3,054) (18,750) Share of operating loss in: Joint venture - (1,350) (1,444) Associates (95) (48) (105) Profit on disposal of subsidiaries - - 19 Profit on disposal of joint venture interests 5,003 - 824 Interest receivable and similar income: Group 164 59 328 Joint venture - 20 20 Interest payable and similar charges Group (757) (113) (942) Joint venture - (9) (11) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (1,170) (4,495) (20,061) Tax on loss on ordinary activities (127) 8 7 LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (1,297) (4,487) (20,054) Equity minority interests (39) (10) 388 RETAINED LOSS FOR THE PERIOD (1,336) (4,497) (19,666) Basic and diluted loss per share (1.1p) (4.8p) (18.4p) CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Loss attributable to members of the company (1,336) (4,497) (19,666) Surplus arising in issue of shares in joint - - 1,713 venture Total recognised gains and losses relating to (1,336) (4,497) (17,953) the period Consolidated Balance Sheet 30 September 31 March 2005 2004 2005 Restated (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 FIXED ASSETS Goodwill 27,395 14,298 28,665 Tangible assets 3,154 4,520 3,001 Investments 172 1,955 3,980 30,721 20,773 35,646 CURRENT ASSETS Stocks 5 5 5 Debtors 24,648 12,755 21,944 Investments - 251 251 Cash at bank and in hand 7,267 4,029 7,773 31,920 17,040 29,973 CREDITORS: amounts falling due within one year (22,206) (8,826) (21,804) NET CURRENT ASSETS 9,714 8,214 8,169 TOTAL ASSETS LESS CURRENT LIABILITIES 40,435 28,987 43,815 CREDITORS: amounts falling due after more than one year (13,077) (2,347) (14,731) 27,358 26,640 29,084 PROVISIONS FOR LIABILITIES AND CHARGES (12,052) (4,567) (12,430) MINORITY INTERESTS Equity minority interests 44 270 32 NET ASSETS 15,350 22,343 16,686 CAPITAL AND RESERVES Called up share capital 207 172 207 Deferred consideration 1,751 1,309 1,751 Share premium account 48,482 48,482 48,482 Merger reserve 19,031 11,709 19,031 Capital reserve - 2,227 3,940 Profit and loss account (54,121) (41,556) (56,725) EQUITY SHAREHOLDERS' FUNDS 15,350 22,343 16,686 These interim financial statements were approved by the Board of Directors on 1 December 2005. Signed on behalf of the Board of Directors: Richard Mansell-Jones Paul Tebbutt Non-Executive Chairman Chief Executive Consolidated Cash Flow Statement Six months ended Year ended 30 September 31 March 2005 2004 2005 (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 Operating loss (5,485) (3,054) (18,750) Depreciation charge 697 721 1,546 Loss/(gain) on disposal of fixed assets - (23) 842 Amortisation of goodwill 893 721 1,915 Decrease in stocks - 1 1 (Increase)/decrease in debtors (2,897) 153 1,872 (Decrease)/increase in creditors (734) (3,760) 1,522 (Decrease)/increase in provisions (376) 217 474 Net cash outflow from operating activities (7,902) (5,024) (10,578) Returns on investments and servicing of finance Interest received 164 59 285 Interest paid (438) (113) (371) Dividend paid to minority interests (50) - - (324) (54) (86) Taxation UK corporation tax paid - 13 (12) Capital expenditure and financial investment Purchase of tangible fixed assets (981) (1,215) (953) Sale of tangible fixed assets - 95 352 (981) (1,120) (601) Acquisitions and disposals Purchase of subsidiary undertakings - - (150) Acquisition expenses - - (1,236) Net cash acquired with subsidiaries - - 1,446 Proceeds from disposal of subsidiaries 262 - - Net cash disposed with subsidiaries (407) - (12) Cash of associates formerly subsidiaries - - (175) Payments for unincorporated businesses (211) - (1,024) Proceeds from disposal of joint venture interests 8,967 - 824 8,611 - (327) Financing Issue of ordinary share capital - 3,840 3,840 Expenses paid in connection with share issue - (222) (222) Repayment of bank loans (58) (186) (754) Receipt of secured bank deposits - - 457 Proceeds of new loans 200 2,300 13,000 Repayment of other loans (17) - (1,372) 125 5,732 14,949 Net cash (outflow)/inflow (471) (453) 3,345 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 2005 group accounts. The figures shown for the full year ended 31 March 2005 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. The group has cash balances of £7.3m at 30 September 2005 and the directors have prepared cash flow forecasts which show that the group will record an operating profit from October 2005 and will generate increasing levels of income sufficient to meet its future financial obligations. Accordingly, the directors have prepared the financial statements on a going concern basis consistent with this assumption. The group's regulated companies also reported a surplus on all regulatory capital adequacy requirements imposed by the Financial Services Authority until 30 September 2005 although the directors expect to report a shortfall of capital adequacy on test 2 throughout the fourth quarter of 2005. They intend to implement further measures to strengthen the group balance sheet and are confident that it will be possible to obtain additional funding to achieve this. 2. Exceptional items Six months ended Year ended 30 September 31 March 2005 2004 2005 (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 Property closure and onerous lease (credits)/charges (571) - 4,920 Redundancy, relocation and legal costs 1,161 - 1,931 Fixed asset write-off - - 764 Integration and corporate restructuring costs - - 355 590 - 7,970 3. Loss per share The calculation of loss per share on losses attributable to shareholders is based on losses after taxation of £1,336,000 (2004: £4,497,000) and on 118,127,119 (2004: 94,029,824) 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. This information is provided by RNS The company news service from the London Stock Exchange
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