Interim Results
Claims Direct PLC
20 November 2001
CLAIMS DIRECT PLC
INTERIM RESULTS
for six months ended 30 September 2001
Highlights
* Underlying Operating Loss* of £8.5m (2000: £13.8m profit)
* Exceptional costs of £3.6m (2000: £3.5m)
* Cash balances of £16m (2000: £43.2m) of which £3.1m is available for
general working capital purposes
* Number of accepted cases: 9,337 (2000: 30,388)
* Number of cases in progress: 69,077
* New management team now focused on business re-engineering and returning
the business to profitability
* before exceptional costs, amortisation of goodwill and interest
Commenting on the results, Ronnie Henderson, Chief Executive said:
'Looking ahead, I believe that the modifications and improvements being made
to our business model should provide the platform from which Claims Direct can
re-establish itself as the market leader and return to profitability.
The new business model will allow the Company to break even with significantly
fewer cases per month and this together with increased internal efficiency
gives us cause for greater optimism.'
For further information, please contact:
Claims Direct plc 01952 284800
Ronnie Henderson, Chief Executive www.claimsdirect.com
Golin/Harris Ludgate 020 7324 8888
Reg Hoare/Trish Featherstone
Photographs available at www.newscast.co.uk
CLAIMS DIRECT PLC
INTERIM RESULTS
for six months ended 30 September 2001
Overview
As has been widely reported, the last six months of trading have been severely
weakened by external influences, which has resulted in a poor performance by
the Company during the period.
As you will be aware, the Company endured a hostile take-over bid by Barker
Securities Limited, whose principal shareholders were Claims Direct's two
founders and former Executive Directors. The bid was eventually successful,
but a subsequent agreement with SWL Holdings Limited, a company owned by Simon
Ware-Lane, led this company to acquire just under 30% of Claims Direct's
issued share capital, with options over the remaining 42% held by Barker
Securities Limited.
The bid process lasted for three months and this period of uncertainty
restricted the developments and modifications to our organisation that were
under consideration at that time.
I am pleased to report that a number of the initiatives planned, are now
complete, whilst others continue to be developed. I will address these later
in this report. In short, however, our immediate aim is to restore both the
Company's reputation and profitability.
Uncertainties affecting the business
In my review below I outline various uncertainties relating to the quantum of
recoverability by successful litigants of the 'after the event' ('ATE')
insurance premium. The litigants' recovery of the premium in turn allows him
to repay a loan which the Company is guaranteeing. Whilst the principle of
recoverability has been established the quantum has not been agreed with the
insurance industry or the courts. The eventual resolution of this matter is
dependent on either the outcome of legal test cases or negotiated settlement.
These accounts include full provision for the estimated costs of future loan
shortfalls on existing business and an estimate as to the amount recoverable
of £1.3 million.
Total debtors of £16.2 million include amounts of £10.4 million that are
overdue. We are actively pursuing recovery of all amounts now due, and initial
discussions with a significant proportion of our debtors have encouraged us to
believe that these debts will be recovered within appropriate timescales at
the amounts they are carried in these interim results. Provisions have been
made as appropriate where doubts do exist as to recoverability.
The effects of these uncertainties are, first, it is not possible to estimate
the exact amounts which will be recoverable, and, secondly any adverse impact
this may have on our cash flow.
In addition the Company is currently negotiating additional funding, to be
secured on current asset investments, in order to finance working capital
requirements and the recent exit package offered to franchisees. The
directors are confident of a successful outcome to the current negotiations.
Finally, I speak later of the move to a new business model. Our ability to
effect the changes necessary to implement this model is vital to the future
long-term prospects and profitability of the business.
The directors have prepared these interim financial statements on the going
concern basis after having carefully assessed the various uncertainties
referred to above. The independent review performed by PricewaterhouseCoopers
also refers to these uncertainties.
Financial results
In the six months to September 2001, Claims Direct reported an underlying
operating loss of £8.5 million. Delays in the anticipated development
programme culminated in reduced turnover and exceptional costs of £3.6
million.
Cash balances as at 30 September 2001 stood at £16 million, with £12.9 million
held in restricted accounts, leaving a free cash balance of £3.1 million.
No interim dividend is proposed (2000: 0.5p).
Operating review
Delays to the business re-engineering process and continued media comment in
relation to premium recoverability have hindered the operational performance
for the first six months of the year. The number of cases accepted during the
period totalled 9,337 (2000: 30,388), of which 6,142 were covered by the
Claims Direct Protect policy. As at 30 September 2001 there were 69,077 cases
in progress.
As referred to previously, another consequence of the uncertainty in the
market has been the extended time taken for the settlement of cases, which has
resulted in the slowing down of receivables. Your board is actively pursuing
this matter to mitigate the impact on future cashflow.
One particularly pleasing area to report on is marketing activity, which has
shown efficiency improvements of 28%, compared to the six months to March
2001, and which continues to attract the same level of customer calls, despite
the reduced marketing expenditure of £5.5 million. This confirms the strength
and awareness of the Claims Direct brand.
However, in relation to premium recoverability, a great deal of effort is
still being focused on dealing with this issue, as a resolution is not only
fundamental to Claims Direct, but also the personal injury market as a whole.
I would consider two aspects of this in a little more detail:
Premium Recoverability - Callery v Gray
Your Company was asked to provide evidence in a personal injury test case,
Callery v Gray, in order to assist the Court of Appeal in a major review of
the 'after the event' insurance market and to provide certainty within the
industry moving forward. However, in practice, the findings were
predominantly limited to the circumstances of the case in question, which
found that a basic policy of £350 plus a success fee of 20% was not
unreasonable.
The policy itself was limited and excluded additional areas of cover provided
by Claims Direct, although the outcome of the test case was seen as a positive
result from the point of view of ATE insurers, as it reiterated the principle
of recoverability enshrined in the Access to Justice Act. However, the
downside was that both Claims Managers' costs and those associated with
ring-fencing client damages were deemed irrecoverable. The business model has
been amended accordingly.
In conclusion, a number of issues relating to recoverability still remain
uncertain and a resolution of these is being pursued both by way of a series
of test cases and also by direct negotiation with the insurance industry.
Premium Recoverability - Test Cases
We are currently running a basket of test cases for consideration by the
Supreme Court Costs Office.
We selected a variety of cases, including both those where our premium could
be considered to be either inexpensive or dear, thus recognising that our 'one
size fits all' policy will inevitably be expensive in some cases and excellent
value in others.
Following the directions hearing considered on 1 November, we anticipate that
our test cases will be fast-tracked through to the Court of Appeal. Already
one of the test cases has been withdrawn, the insurers having decided to pay
solicitors' fees and the premium in its entirety. The insurance premium in
this instance was £1,250, illustrating, when compared with the £350 awarded in
Callery v Gray, the range of potential outcomes which could arise.
In summary, the issue of premium recoverability is denying access to justice
for thousands of our customers and other claimants up and down the country.
Through our test cases we realistically hope to have a final answer to Claims
Direct's position by early 2002.
In the meantime, your Company continues to promote discussions with the
liability insurers with regard to the backlog of cases where they are
preventing recovery.
Call centre
Earlier this month your company entered into discussions to acquire its own
call centre, thus allowing us to take control of the front-end, customer
facing facility. However, following the breakdown of talks, it was decided to
set-up and develop our own in-house call centre which is expected to be profit
and cash positive by the second quarter of 2002.
Claimline
We are continuing in our discussions regarding the acquisition of Claimline
plc. Claimline will bring a powerful, distinct and unique brand which we
believe has great marketing potential. Claimline has exceptional
relationships with its panel solicitors and underwriters and has earned an
excellent reputation with liability insurers. Claimline has recently
negotiated major new sources of referrals, which should further bolster case
volumes.
Together with additional management expertise, experienced and professional
business partners and bespoke marketing techniques, this potential acquisition
should further enhance the future prospects of Claims Direct.
DTI
Your company was the subject of an information gathering exercise by the
Department of Trade & Industry earlier in the year. We can confirm that no
recent communications have been received, although the Directors remain
committed to co-operating fully in any further enquiries which might arise.
Litigation
As previously reported, your company was in arbitration proceedings with a
number of ex-franchisees. I am pleased to report that during the current
period successful negotiations have resulted in a resolution to this matter in
21 of the 26 cases notified to the company since flotation, at a level of
settlement significantly below the amounts claimed.
Board changes and appointment of sponsors
Since my appointment to the Board of Claims Direct on 6 September 2001, I have
spent a considerable amount of time on the recruitment of both Executive and
Non-Executive Directors whom I believe would add true value and bring with
them professionalism, integrity and a vision for the future prosperity of your
Company. I am particularly conscious that we are currently operating outside
the remit of the Combined Code, but appointments should be announced soon.
I am also in discussions to replace Investec Henderson Crosthwaite as the
Company's broker following their resignation at the conclusion of the
negotiations between Barker Securities Limited and SWL Holdings Limited.
New developments
A complete overhaul of the Claims Direct business model is underway. The
importance of this initiative is fundamental to the future well-being of the
organisation. The re-engineering encompasses all aspects of our business and
has been ongoing since October.
We are pleased to announce that we are nearing the conclusion of securing new
insurance and underwriting arrangements, to provide both the capacity and
flexibility that the Company requires.
As previously mentioned, following the Callery v Gray ruling, the Company had
to act to review the current arrangements with its franchisees. A revised
exit programme was offered to all franchisees on 26th October 2001 and over
one half have already accepted this offer. The initial net cash outlay under
this programme could total £3.3 million. It is envisaged that once the
company has re-engineered its operations, some current franchisees will be
offered the opportunity to apply to rejoin the Company on amended terms, as
the services of Claims Managers will continue to be required. Further
opportunities will exist for others to act as referral agents to the company.
Underpinning all of the changes stated above, we intend to introduce a range
of conditional fee arrangement products in place of our 'one size fits all'
policy. This decision has been arrived at following a great deal of analysis,
but ultimately the Callery v Gray judgment made amendments to the Claims
Direct product necessary.
Finally, we are developing a sophisticated Customer Relationship Management
system, which will provide an improved, more pro-active service to our
customers. It is envisaged that the new business model will go live in the
first quarter of 2002.
Outlook
Full year performance will be materially impacted by the inactivity as a
result of the lengthy bid process.
Looking ahead to the second half of the year, I believe that the modifications
and improvements being made to our business model, together with the inherent
level of enthusiasm, skill and commitment amongst all our staff, should
provide the platform from which Claims Direct can re-establish itself as the
market leader and return to profitability.
The new business model should allow your Company to break-even with
significantly fewer cases per month and this together with increased internal
efficiency gives us cause for greater optimism.
Ronnie Henderson
Chief Executive
20 November 2001
Interim results for the six months ended 30 September 2001
Consolidated profit and loss account
Unaudited Unaudited Audited
6 months 6 months 12 months
to to to
30 Sept 30 Sept 31 March
2001 2000 2001
Note £'000 £'000 £'000
Turnover 9,039 42,710 65,854
---------- ---------- ----------
Cost of sales
- before exceptional costs (11,861) (24,249) (48,185)
- exceptional costs 1 (2,485) (1,913) (22,820)
---------- ---------- ----------
(14,346) (26,162) (71,005)
---------- ---------- ----------
Gross (loss) / profit (5,307) 16,548 (5,151)
Administration expenses
- before amortisation of goodwill (5,639) (4,705) (10,834)
and exceptional costs
- amortisation of goodwill (313) (612) (1,189)
- exceptional amortisation of 1 - - (2,472)
goodwill
- exceptional costs 1 (1,140) (1,611) (2,349)
---------- ---------- ----------
Total administration expenses (7,092) (6,928) (16,844)
---------- ---------- ----------
Operating (loss) / profit (12,399) 9,620 (21,995)
Net interest receivable 873 689 1,785
---------- ---------- ----------
(Loss) / profit on ordinary activities
before taxation (11,526) 10,309 (20,210)
Tax on (loss)/profit on ordinary - (3,435) 3,027
activities
---------- ---------- ----------
(Loss) / profit on ordinary activities
after
taxation (11,526) 6,874 (17,183)
Dividends - (963) (963)
---------- ---------- ----------
(Loss)/profit for the period (11,526) 5,911 (18,146)
---------- ---------- ----------
(Loss)/earnings per ordinary share
- basic 2 (6.0)p 3.9p (9.3)p
- diluted 2 (6.0)p 3.8p (9.3)p
- adjusted 2 (4.4)p 5.3p 1.7p
Dividend per ordinary share - 0.5p 0.5p
Interim results for the six months ended 30 September 2001
Consolidated balance sheet
Unaudited Unaudited Audited at
at at
30 Sept 30 Sept 31 March
2001
2001 2000
Note £'000 £'000 £'000
Fixed assets
Intangible assets 9,487 12,610 9,800
Tangible assets 816 1,180 958
Investments 43 623 43
---------- ---------- ----------
Total fixed assets 10,346 14,413 10,801
---------- ---------- ----------
Current assets
Debtors 24,148 30,311 32,150
Investments 3 9,549 10,535 10,804
Cash at bank and in hand - restricted 12,908 8,262 11,637
3,100 34,948 11,603
- other
---------- ---------- ----------
Total current assets 49,705 84,056 66,194
---------- ---------- ----------
Creditors: amounts falling due within
one year (27,589) (33,784) (33,404)
---------- ---------- ----------
Net current assets 22,116 50,272 32,790
---------- ---------- ----------
Total assets less current liabilities 32,462 64,685 43,591
Provisions for liabilities and charges (10,211) (6,868) (9,828)
---------- ---------- ----------
Net assets 22,251 57,817 33,763
---------- ---------- ----------
Capital and reserves
Called up share capital 1,940 1,926 1,926
Share premium account 48,223 48,222 48,223
Merger reserve 197 333 265
Profit and loss account (28,109) 7,336 (16,651)
---------- ---------- ----------
Equity shareholders' funds 22,251 57,817 33,763
---------- ---------- ----------
The interim financial statements were approved by the Board of Directors on 20
November 2001.
Interim results for the six months ended 30 September 2001
Consolidated cash flow statement
Unaudited Unaudited Audited
6 months to 6 months to 12 months to
30 Sept 30 Sept 31 March
2001 2000 2001
£'000 £'000 £'000
Net cash (outflow)/inflow from
operating activities (6,683) 6,160 (4,907)
---------- ---------- ----------
Returns on investments and servicing of
finance
Interest received 1,161 764 1,693
Interest paid (288) (341) (755)
Net cash inflow from returns on
investments and servicing of finance 873 423 938
---------- ---------- ----------
Taxation - (2,074) (2,875)
Capital expenditure
Purchase of tangible fixed assets (110) (903) (1,442)
Purchase of fixed asset investments - (623) -
Acquisition
Deferred consideration in relation
to
acquisition in previous period (1,923) (1,000) (2,028)
Poole & Company vetting operation - (9,750) (9,789)
Equity dividend paid - (590) (1,734)
---------- ---------- ----------
Net cash outflow before use of
liquid resources and financing (7,843) (8,357) (21,837)
Management of liquid resources
Increase in restricted deposits with (1,271) (4,003) (7,378)
banks
Current asset investments 1,255 (10,535) (10,804)
---------- ---------- ----------
Net cash outflow from management of
liquid resources (16) (14,538) (18,182)
Financing
Issue of ordinary share capital 14 50,052 50,052
Expenses of share issue - (1,500) (1,500)
Decrease in bank loans - (5) (8)
Capital element of finance lease payments - (3) (6)
(Decrease)/increase in invoice (658) 8,573 2,358
discounting facility
---------- ---------- ----------
Net cash (outflow)/inflow from (644) 57,117 50,896
financing
---------- ---------- ----------
(Decrease)/increase in cash (8,503) 34,222 10,877
---------- ---------- ----------
Reconciliation to net cash
Opening net cash 27,846 1,131 1,131
(Decrease)/increase in net cash (8,503) 34,222 10,877
Movement in liquid resources 16 14,538 18,182
Movement in borrowings 658 (8,565) (2,344)
---------- ---------- ----------
Closing net cash 20,017 41,326 27,846
---------- ---------- ----------
Interim results for the six months ended 30 September 2001
Reconciliation of operating profit to Unaudited Unaudited Audited
operating cashflow
6 months 6 months 12 months
to to to
30 Sept 30 Sept 31 March
2001 2000 2001
£'000 £'000 £'000
Operating (loss)/profit (12,399) 9,620 (21,995)
Depreciation charge 209 189 946
Loss on sale of fixed assets 43 - 3
Exceptional goodwill impairment - - 2,472
Amortisation of goodwill 313 612 1,189
Decrease/(increase) in debtors 8,002 (10,942) (9,690)
(Decrease)/increase in creditors (5,157) 6,109 17,803
Increase in provisions 2,306 572 4,365
---------- ---------- ----------
Net cash (outflow)/inflow from
operating activities (6,683) 6,160 (4,907)
---------- ---------- ----------
Reconciliation of movement in net At 1 April 2001 At 30 Sept
debt
Cash flow 2001
Net cash
- Cash at bank and in hand 11,603 (8,503) 3,100
Borrowings
- Debt due within one year (6,198) 658 (5,540)
Liquid resources
- restricted cash balances 11,637 1,271 12,908
- current asset investments 10,804 (1,255) 9,549
---------- ---------- ----------
22,441 16 22,457
---------- ---------- ----------
27,846 (7,829) 20,017
---------- ---------- ----------
Reconciliation of movements
in shareholders' funds
Unaudited Unaudited Audited
6 months to 6 months to 12 months to
30 Sept 2001 30 Sept 31 March
2000 2001
£'000 £'000 £'000
(Loss) / profit attributable to (11,526) 6,874 (17,183)
shareholders
Dividends - (963) (963)
New share capital (net of costs) 14 48,552 48,555
---------- ---------- ----------
Net (decrease)/increase to shareholders' (11,512) 54,463 30,409
funds
Opening shareholders' funds 33,763 3,354 3,354
---------- ---------- ----------
Closing shareholders' funds 22,251 57,817 33,763
---------- ---------- ----------
Notes to the accounts
1 Exceptional costs
Unaudited Unaudited Audited
6 months 6 months 12 months
to to to
30-Sep 30-Sep 31-Mar
2001 2000 2001
£'000 £'000 £'000
(a) Included in cost of sales
- ex gratia payments and provisions 667 937 4,288
- costs associated with re-negotiations in
relation
to franchisee relationships 1,818 976 1,948
- additional insurance premiums - - 16,584
2,485 1,913 22,820
(b) Included in administrative expenses
- compromise agreements with former 325 - -
employees
- cost of hostile take-over defence 815 - -
- flotation bonuses - 481 481
- National Insurance paid on share - 654 654
options exercised
- closure of Claims Direct Retail - - 1,196
- National Insurance provided on share
options not
exercised - 476 18
- Impairment of goodwill - 2,472
1,140 1,611 4,821
3,625 3,524 27,641
2 (Loss)/earnings per ordinary share
Basic and diluted earnings per ordinary share, the latter of which allows for
the impact of the exercise of outstanding share options, are calculated by
dividing the loss attributable to ordinary shareholders of £11,526,000 (2000:
£6,874,000 profit) by the weighted average number of ordinary shares.
In the case of basic earnings per share, the weighted average number of
ordinary shares, excluding the shares held by the long term share incentive
scheme which are owned by the company, totals 193,589,158 (2000: 175,377,535);
and for diluted earnings per share, totals 193,589,158 (2000: 182,850,077).
The weighted average number of shares has been adjusted to reflect the bonus
element inherent in options exercised in the period. There is no dilution in
2001 due to the losses incurred.
Adjusted earnings per ordinary share before amortisation of goodwill, interest
and exceptional costs is calculated by adjusting the loss attributable to
ordinary shareholders for the after-tax effect of those items (£3,065,000) and
then dividing the adjusted earnings by the weighted average number of ordinary
shares 193,589,158.
3 Current asset investments
Current asset investments comprise loans to claimants and are recoverable on
the settlement of cases.
4 Contingent liabilities
As disclosed in the annual report for the year ended 31 March 2001, the group
has ongoing arbitration proceedings with a number of former franchisees and
has become aware of the intentions of a number of current and former
franchisees to initiate proceedings against the group. As commented upon in
the Chief Executive's statement a resolution to the arbitration proceedings
has now been achieved with 21 of the 26 former franchisees. The ten
franchisees who notified an intention to start proceeding prior to flotation
have yet to notify us of their intentions to withdraw or progress their claim.
5 Events occurring since the balance sheet date
As announced on 26th October 2001, the group has made an offer to all
franchisees providing them with an opportunity to withdraw from their
obligations as franchisees. The offer is subject to the group securing
financing for the costs of the packages and remains open until 1st December
2001. To date, over one half of the franchisees have accepted the offer. No
account of this has been included within the results for the period, as the
group had no legal or constructive obligation at 30th September 2001.
6 Other information
(a) The figures for the year ended 31st March 2001 have been extracted from
the group accounts for that period. Those financial statements have been
delivered to the Registrar of Companies and included an auditors report which
was unqualified and did not contain a statement either, under section 237(2)
or section 237(3) of the Companies Act 1985.
(b) The interim financial statements for the six months ended 30 September
2001, whilst not constituting statutory accounts within the meaning of section
240 of the Companies Act 1985, are prepared in accordance with applicable
accounting standards, using the same accounting policies as set out in the
group accounts for the year ended 31 March 2001, except for the adoption of
Financial Reporting Standard's (FRS's) 17 'Retirement Benefits', 18 '
Accounting Policies', 19 'Deferred Tax'. The adoption of these new standards
has not had any material impact on the results as stated.
(c) The auditors have carried out a review of the interim financial
information and their report is set out below.
INDEPENDENT REVIEW REPORT TO CLAIMS DIRECT PLC
Introduction
We have been instructed by the company to review the financial information set
out above and we have read the other information contained in the interim
report and considered whether it contains any apparent misstatements or
material inconsistencies with the financial information.
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.
Fundamental uncertainties affecting the business
In arriving at our review conclusion, we have considered the adequacy of
disclosures made in the financial information concerning fundamental
uncertainties relating to the amounts recoverable in respect of loan
shortfalls, debtor collection, raising of additional finance and the ability
of the company to successfully introduce its new business model The company's
ability to continue as a going concern is dependent in large part on its
ability to achieve the rate of debtor collection assumed in its cash
forecasts, the ability to complete negotiations for additional finance and to
successfully implement the new business model.. Details of the circumstances
relating to these fundamental uncertainties are described in the section
Uncertainties affecting the business contained in the Chief Executive's
commentary above.
The financial information does not include any adjustments that would result
should the above conditions not be met.
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 2001.
PricewaterhouseCoopers
Chartered Accountants
Birmingham
20th November 2001