Interim Results
Berkeley Berry Birch PLC
29 December 2005
Interim report for the six months ended 30 September 2005
Group Managing Director's Statement
Introduction
These are the first set of results for the Group to be published under
International Financial Reporting Standards. The comparative figures for the six
months ended 30 September 2004 and for the year ended 31 March 2005 have been
restated accordingly. The main change is that the deficit of approximately £3
million in respect of the Group's defined benefit pension scheme is now
recognised as a liability on the Group's balance sheet.
These interim results have been prepared on a going concern basis, which assumes
that the Group will continue to trade for the foreseeable future. The Group's
ability to continue to trade is dependent upon the Group raising sufficient
funds to resolve the regulatory capital position and to meet the Group's working
capital requirements. The regulatory capital position was explained in our
announcement on 1 December 2005, in which we also announced that the Board is
progressing an equity issue, together with planned disposals of certain business
lines in Berry Birch & Noble Insurance Brokers Limited, to provide the funds
required. On 15 December 2005 a proposed capital reorganisation to facilitate an
equity issue was announced with full details set out in the circular issued on
that day.
While our plans are well advanced, to date the Financial Services Authority
('FSA') has not yet satisfied itself of their adequacy. We will continue to
discuss the position with the FSA with a view to obtaining their agreement to
rescind their decisions notices to withdraw the permissions of the regulated
group companies concerned. However, if this is not possible, and the FSA were to
continue the formal regulatory process such that the permissions were to be
withdrawn, or should the plans, as implemented, not provide sufficient working
capital to meet the Group's needs, the going concern basis on which these
results have been prepared would be inappropriate.
On 1 December 2005, the Company requested the temporary suspension of trading in
its shares with immediate effect pending clarification of its financial
position. As noted above, the Company is in active discussions with the FSA on
the proposals to resolve the regulatory capital position and it is hoped that,
if a successful conclusion of these discussions is reached, the Company will be
in a position to apply to have its securities restored to trading.
On 19 December 2005, we announced that it is intended to combine the activities
of the Group's two national independent financial advisory businesses, Berry
Birch & Noble Financial Planning Limited ('BBN FP') and Berry Birch & Noble
Financial Planning (Weston) Limited ('Weston'). Additional charges have been
made to the profit and loss account to reflect the extent to which assets have
been impaired or liabilities at the balance sheet date have been increased as a
result of this combination. No provision has been made for redundancy and other
costs which will arise from the combination which will be included in the
Group's results for the second half of the financial year.
Overview
Revenue for the Group fell by 18.6% from £35.0 million to £28.5 million, largely
in respect of network services. The operating loss was £1,385,000, which
included a credit of £979,000 in respect of the disposal of subsidiaries.
Excluding this gain on disposals, the operating loss was £2,364,000 against a
profit of £67,000 in the corresponding period last year. The downturn reflects
the lower revenue, an increase in operating expenses and additional charges in
respect of the combination of BBN FP and Weston.
The credit on disposal of subsidiaries was in respect of Berry Birch & Noble
Trustees Limited ('BBN Trustees') and Direct Protect Limited ('Direct Protect').
BBN Trustees was sold in May 2005 as part of a management buy-out. As previously
announced, Direct Protect, the Group's non-regulated network, entered into
creditors' voluntary liquidation in June 2005. Direct Protect is no longer being
consolidated resulting in an accounting credit.
Operating performance
An analysis of revenue and operating result by business segment is set out
below:
6 months to Year to
------------------------ -------
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
------------------------------------------------------------------ -------
Network services 17,944 23,453 44,596
Financial services 8,310 9,322 18,120
Insurance broking 2,248 2,251 4,567
------------------------------------------------------------------ -------
Revenue 28,502 35,026 67,283
================================================================== =======
Network services 1,755 945 (21,488)
Financial services (1,994) (283) (3,769)
Insurance broking 47 471 922
Central costs (1,193) (1,066) (1,587)
------------------------------------------------------------------ -------
Operating (loss)/profit (1,385) 67 (25,922)
================================================================== =======
Network services
Revenue was down £5.5 million (18.6%) on the same period last year at £17.9
million (2004: £23.4 million), in part due to the closure of the Group's
non-regulated network, Direct Protect, which contributed some £3 million to
revenue for the six months ended 30 September 2004. Revenue from the Group's
regulated network, BIA, was down £2.5 million (12.1%), largely reflecting a
lower number of advisers.
Gross margin in this business segment increased from 14.5% in the six months
ended 30 September 2004 to 15.5%, due to an underlying improvement in BIA and
the absence of lower margin sales in Direct Protect.
The improvement in the operating profit from £0.9 million to £1.8 million was
mainly due to a lower level of overheads, provision releases and the credit in
respect of Direct Protect partly offset by the lower level of revenue.
Financial services
Revenue was down £1.0 million (10.9%) on the first half of 2004 at £8.3 million
(2004: £9.3 million). The decrease is mainly attributable to the disposal of BBN
Trustees, which resulted in a £0.5 million reduction in revenue.
Gross margin in this business segment fell from 44.9% to 37.4%, mainly due to
lower average productivity in BBN FP.
The decline in average productivity in BBN FP, a higher level of overheads and
charges in respect of the combination of BBN FP and Weston, partly offset by the
profit on sale of BBN Trustees, contributed to the increase in the operating
loss to £2.0 million (2004: £0.3 million).
Insurance broking
Revenue at £2.2 million was broadly in line with the corresponding period last
year. Gross margin in this business segment was 81.3% (2004: 83.4%). The
operating profit from insurance broking was down £424,000 at £47,000 reflecting
investment in developing the business.
Central costs
Central costs largely comprise the overheads of the parent company and the
underwriting result from the Group's captive insurance company. These costs
increased by £127,000 (11.9%) to £1,193,000.
Summary and outlook
The results for the six months ended 30 September 2005 are disappointing, with
reduced revenue and another operating loss being reported. However, the
Directors are confident that we will soon resolve all of the regulatory issues
which have affected the Group and that, with the implementation of the proposed
plans, the Group's financial position will improve significantly. The
combination of BBN FP and Weston is the first step to achieving the turnaround
required.
I would like to thank all those clients, employees, advisers and suppliers who
have remained loyal to the Group during what has been a difficult period. I
believe we are now in a position to put our problems behind us and move the
Group forward for the benefit of all stakeholders in the business.
Andrew Shortis
Group Managing Director
29 December 2005
Unaudited consolidated income statement
6 months to Year to
------------------------ -------
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
------------------------------------------------------------------ -------
Revenue (note 2) 28,502 35,026 67,283
Cost of sales (20,782) (25,570) (48,914)
------------------------------------------------------------------ -------
Gross profit 7,720 9,456 18,369
Operating expenses (10,084) (9,389) (42,545)
Disposal of business - - (1,192)
Disposal of subsidiaries (note 3) 979 - (554)
------------------------------------------------------------------ -------
Operating (loss)/profit (note 2) (1,385) 67 (25,922)
Interest income 185 188 410
Interest expense (81) (20) (35)
------------------------------------------------------------------ -------
(Loss)/profit before taxation (1,281) 235 (25,547)
Taxation (note 4) (5) - 27
------------------------------------------------------------------ -------
(Loss)/profit for the financial period (1,286) 235 (25,520)
================================================================== =======
Attributable to:
Equity holders of the parent (1,288) 241 (25,496)
Minority interests 2 (6) (24)
------------------------------------------------------------------ -------
(1,286) 235 (25,520)
------------------------------------------------------------------ -------
(Loss)/earnings per share (note 5)
Basic and diluted (1.4p) 0.3p (28.1p)
================================================================== =======
Unaudited consolidated statement of changes in total equity
6 months to Year to
------------------------ -------
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
------------------------------------------------------------------ -------
Actuarial losses on defined benefit
pension scheme - - (358)
------------------------------------------------------------------ -------
Net losses recognised directly in equity - - (358)
(Loss)/profit for the period (1,286) 235 (25,520)
------------------------------------------------------------------ -------
Total recognised income (expense) for the
period (1,286) 235 (25,878)
- equity holders of the parent (1,288) 241 (25,854)
- minority interests 2 (6) (24)
Ordinary shares issued, net of expenses - 278 278
------------------------------------------------------------------ -------
(1,286) 513 (25,600)
Opening total equity 790 26,390 26,390
------------------------------------------------------------------ -------
Closing total equity (496) 26,903 790
================================================================== =======
Unaudited consolidated balance sheet
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
------------------------------------------------------------------ -------
Assets
Non-current assets
Intangible assets 3,801 26,348 4,122
Property, plant & equipment 503 1,928 777
------------------------------------------------------------------ -------
4,304 28,276 4,899
------------------------------------------------------------------ -------
Current assets
Trade and other receivables 9,639 13,496 10,075
Cash and cash equivalents 9,873 10,922 12,749
------------------------------------------------------------------ -------
19,512 24,418 22,824
------------------------------------------------------------------ -------
------------------------------------------------------------------ -------
Total assets 23,816 52,694 27,723
------------------------------------------------------------------ -------
Liabilities
Non-current liabilities
Long-term borrowings (23) (376) (32)
Retirement benefit liabilities (3,245) (2,930) (3,251)
Other provisions for liabilities and charges (4,991) (6,414) (5,729)
Other non-current liabilities (286) (317) (310)
------------------------------------------------------------------ -------
(8,545) (10,037) (9,322)
------------------------------------------------------------------ -------
Current liabilities
Short-term borrowings (831) (208) (255)
Trade and other payables (9,201) (10,624) (12,034)
Current tax payable (127) (27) (150)
Other provisions for liabilities and charges (5,608) (4,895) (5,172)
------------------------------------------------------------------ -------
(15,767) (15,754) (17,611)
------------------------------------------------------------------ -------
------------------------------------------------------------------ -------
Total liabilities (24,312) (25,791) (26,933)
------------------------------------------------------------------ -------
------------------------------------------------------------------ -------
Net (liabilities)/assets (496) 26,903 790
================================================================== =======
Capital and reserves
Called up share capital 9,179 9,179 9,179
Share premium account 17,019 17,019 17,019
Merger reserve 5,589 26,406 5,589
Profit and loss account (32,470) (25,904) (31,182)
------------------------------------------------------------------ -------
Equity shareholders' (deficit)/funds (683) 26,700 605
Minority interests 187 203 185
------------------------------------------------------------------ -------
Total equity (496) 26,903 790
================================================================== =======
Unaudited consolidated cash flow statement
6 months to Year to
------------------------ -------
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
------------------------------------------------------------------ -------
Cash (used in)/generated from operations
(note 6) (2,744) 409 1,801
Interest received 185 188 411
Interest paid (25) (20) (36)
Taxation (28) 53 53
------------------------------------------------------------------ -------
Net cash from operating activities (2,612) 630 2,229
------------------------------------------------------------------ -------
Purchase of property, plant and equipment (77) (202) (288)
Proceeds on disposal of property, plant
and equipment - 4 1,116
Purchase of intangible assets (64) (41) (354)
Purchase of subsidiaries - - (19)
Proceeds from disposal of subsidiaries 55 - -
Costs paid in respect of disposal of
subsidiaries (391) - (121)
Cash in subsidiaries disposed of (354) - -
------------------------------------------------------------------ -------
Net cash from investing activities (831) (239) 334
------------------------------------------------------------------ -------
Proceeds from new borrowings 1,230 - -
Repayments of borrowings and finance
leases (655) (91) (444)
------------------------------------------------------------------ -------
Net cash from financing activities 575 (91) (444)
------------------------------------------------------------------ -------
(Decrease)/increase in cash and cash
equivalents in the period (2,868) 300 2,119
Opening cash and cash equivalents 12,741 10,622 10,622
------------------------------------------------------------------ -------
Closing cash and cash equivalents (note 7) 9,873 10,922 12,741
================================================================== =======
Notes
1. Accounting policies and basis of preparation
The interim financial statements comprise the Group's results for the six
months ended 30 September 2005 and 30 September 2004 and a summary of the
results for the year ended 31 March 2005, none of which have been audited.
Until 31 March 2005, the Group prepared its audited annual financial
statements and unaudited interim results under UK Generally Accepted
Accounting Principles ('UKGAAP'). As an EU-listed company, Berkeley Berry
Birch plc is required to adopt International Financial Reporting Standards
('IFRS') for the reporting of the Group's results with effect from 1 April
2005. The results for the six months to 30 September 2005 therefore represent
the Group's first interim statements prepared in accordance with its
accounting policies under IFRS. A description of how the Group's reported
results and financial position are affected by this change, including
reconciliations from UK GAAP to IFRS for prior year results and the revised
summary of significant accounting policies under IFRS, is set out in the
Announcement, 'Restatement of Financial Information for the year ended
31 March 2005', which can be viewed on the Company's internet site,
bbb.co.uk.
The effect of the change to IFRS on equity at 30 September 2004 is as
follows:
£'000
----------------------------------------------------------------------------
Total equity under UK GAAP 29,664
Goodwill 697
Post retirement benefits (2,930)
Reclassification of deferred considerations from equity
to liabilities (475)
Holiday pay (53)
----------------------------------------------------------------------------
Total equity under IFRS 26,903
============================================================================
The effect of the change to IFRS on the profit/(loss) for the six months
ended 30 September 2004 is as follows:
£'000
----------------------------------------------------------------------------
Loss for the period under UK GAAP (499)
Goodwill 697
Post retirement benefits 37
----------------------------------------------------------------------------
Profit for the period under IFRS 235
============================================================================
These results are based on the IFRS expected to be applicable as at 31 March
2006 and the interpretation of those standards. IFRS are subject to possible
amendment by, and interpretive guidance from, the International Accounting
Standards Board, as well as the ongoing review and endorsement by the EU, and
are therefore still subject to change. These figures may therefore require
amendment, to change the basis of accounting and/or presentation of certain
financial information, before their inclusion in the IFRS financial
statements for the year ending 31 March 2006, when the Group prepares its
first complete set of IFRS financial statements.
The financial statements have been prepared on a going concern basis, which
assumes that the Group will continue to trade for the foreseeable future. The
Group's ability to continue to trade is dependent upon the raising of
sufficient funds to resolve the regulatory capital position described below
and to provide the Group with the additional resources, over and above those
required to rectify the capital adequacy position, to meet its working
capital requirements.
At 30 September 2005, three of the Group companies regulated by the Financial
Services Authority ('FSA'), namely Berkeley Independent Advisers Limited,
Berry Birch & Noble Financial Planning Limited and Berry Birch & Noble
Financial Planning (Weston) Limited, had a combined capital resource
requirement deficit of £10.9 million, based on their unaudited FSA returns.
On 29 July 2005, the FSA issued decision notices cancelling the permissions
granted to the companies concerned under Part IV of the Financial Services
and Markets Act 2000. On 29 August 2005 the companies referred these decision
notices to the Financial Services and Markets Tribunal ('FSMT'). A hearing
of the FSMT to consider this matter is scheduled for 13 February 2006. As
announced on 1 December 2005, the Directors are progressing an equity issue,
together with planned disposals of certain business lines in Berry Birch &
Noble Insurance Brokers Limited, to provide the funds required to resolve
the regulatory capital position and to provide the Group with sufficient
working capital. To facilitate the equity issue, a capital reorganisation
is being undertaken, as set out in the circular dated 15 December 2005.
While the Directors' plans are well advanced, to date, the FSA has not yet
satisfied itself of their adequacy. The Directors will continue to discuss
the position with the FSA with a view to obtaining their agreement to rescind
their decisions notices to withdraw the permissions of the regulated group
companies concerned. However, if this is not possible, and the FSA were to
continue the formal regulatory process such that the permissions were to be
withdrawn, or should the plans, as implemented, not provide sufficient
working capital to meet the Group's needs, the going concern basis on which
these results have been prepared would be inappropriate. The Directors are
confident that the plans will be implemented and that these will enable the
FSA to end the formal regulatory enforcement action and provide the Group
with sufficient funds to meet its working capital requirements. Accordingly,
whilst inherent uncertainty remains, the Directors consider that it is
appropriate to prepare the financial statements on a going concern basis.
Therefore, the financial statements do not include any adjustments that would
be required if this basis of preparation were no longer appropriate.
The summary of results for the year ended 31 March 2005 does not constitute
statutory accounts within the meaning of section 240 of the Companies Act
1985. The full financial statements for the year ended 31 March 2005,
prepared under UKGAAP, have been reported on by the Group's auditors and
delivered to the Registrar of Companies. The audit report was unqualified
and did not contain a statement under section 237(2) or section 237(3) of the
Companies Act 1985.
2. Segmental information
6 months to Year to
------------------------ -------
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
--------------------------------------------------------------- -------
Revenue
Network services 17,944 23,453 44,596
Financial services 8,310 9,322 18,120
Insurance broking 2,248 2,251 4,567
--------------------------------------------------------------- -------
28,502 35,026 67,283
=============================================================== =======
Operating (loss)/profit
Network services 1,755 945 (21,488)
Financial services (1,994) (283) (3,769)
Insurance broking 47 471 922
Central costs (1,193) (1,066) (1,587)
--------------------------------------------------------------- -------
(1,385) 67 (25,922)
=============================================================== =======
The analysis of the operating (loss)/profit by business segment shown above
is shown before management charges levied by the parent company. The Group's
entire revenue, and the majority of the operating (loss)/profit, arises
within the United Kingdom.
3. Disposal of subsidiaries
The disposal of subsidiaries is in respect of the profit arising on the
disposal of Berry Birch & Noble Trustees Limited in May 2005 and a credit
arising from Direct Protect Limited being placed into the liquidation process
in June 2005.
The loss on disposal reported in the year ended 31 March 2005 represented a
reduction in the gain reported in the previous year on the liquidation of
Berry Birch & Noble Financial Services Limited.
4. Taxation
No tax is payable for the period ended 30 September 2005 due to the availability
of losses. The tax charge shown in the profit and loss account is in respect of
an adjustment to tax arising in a prior accounting period.
5. (Loss)/earnings per share
The calculation of the basic (loss)/earnings per share is based on the
(loss)/profit for the financial period attributable to equity shareholders
and the weighted average number of shares in issue during the period of
91,789,000 (six months to 30 September 2004: 89,864,000; year ended
31 March 2005: 90,826,000). At 30 September 2005 there were no share options
that may have a dilutive effect on the number of shares and hence the diluted
earnings/(loss) per share is the same as the basic earnings/(loss) per share.
6. Cash (used in)/generated from operations
6 months to Year to
------------------------ -------
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
--------------------------------------------------------------- -------
(Loss)/profit before taxation (1,281) 235 (25,547)
Adjustment for:
Interest income (185) (188) (410)
Interest expense 81 20 35
Impairment of goodwill - - 20,816
Disposal of subsidiaries and businesses (979) - 1,746
Depreciation, amortisation and other non
cash items 670 365 629
--------------------------------------------------------------- -------
(1,694) 432 (2,731)
Decrease in trade and other receivables 638 49 3,703
(Decrease)/increase in trade and other
payables and provisions (1,688) (72) 829
--------------------------------------------------------------- -------
Cash (used in)/generated from operations (2,744) 409 1,801
=============================================================== =======
7. Cash and cash equivalents
30.9.05 30.9.04 31.3.05
£'000 £'000 £'000
--------------------------------------------------------------- -------
Cash and cash equivalents per balance
sheet 9,873 10,922 12,749
Overdrafts - - (8)
--------------------------------------------------------------- -------
9,873 10,922 12,741
=============================================================== =======
8. Dividends
No dividends have been paid by the Company and, given the financial position
of the Group, none are currently proposed.
9. Post balance sheet event
On 19 December 2005 the Group announced that it is intended to combine the
activities of its two national independent financial advisory businesses,
Berry Birch & Noble Financial Planning Limited and Berry Birch & Noble
Financial Planning (Weston) Limited. Additional charges have been made to
the profit and loss account to reflect the extent to which assets have been
impaired or liabilities at the balance sheet date have been increased as a
result of this combination. No provision has been made for redundancy and
other costs which will arise from the combination, which will be included in
the Group's results for the second half of the financial year.
10.General
The interim report was approved by the Board of Directors on 29 December
2005. This report will be sent to shareholders and will be made available to
the public, upon request, from the Registered Office, Eaton House, 1 Eaton
Road, Coventry CV1 2FJ.
Independent review report to Berkeley Berry Birch plc
Introduction
We have been instructed by the Company to review the financial information for
the six months ended 30 September 2005 on pages 4 to 11 which comprises the
consolidated income statement, the consolidated statement of changes in total
equity, the consolidated balance sheet, the consolidated cash flow statement and
the related notes 1 to 10. We have read the other information in the interim
report and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
Our report has been prepared in accordance with the terms of our engagement to
assist the company in meeting the requirements of the Listing Rules of the
Financial Services Authority and for no other purpose. No person is entitled to
rely on this report unless such a person is a person entitled to rely upon this
report by virtue of and for the purpose of our terms of engagement or has been
expressly authorised to do so by our prior written consent. Save as above, we do
not accept responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such liability.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
International Financial Reporting Standards
As disclosed in note 1, the next annual financial statements of the Company will
be prepared in accordance with International Financial Reporting Standards
('IFRS') as adopted for use in the European Union ('EU'). This interim report
has been prepared in accordance with the basis set out in note 1. The accounting
policies are consistent with those that the directors intend to use in the next
financial statements. As explained in note 1, there is a possibility that the
directors may determine that some changes to those policies are required when
preparing the full annual financial statements for the first time in accordance
with IFRS, since the IFRS and IFRIC interpretations that will be applicable and
adopted for use in the EU at 31 March 2006 are not known with certainty at the
time of preparing this interim financial information.
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 uncertainty - going concern
In arriving at our review conclusion, we have considered the adequacy of the
disclosures made in note 1 of the financial information concerning the
appropriateness of the going concern basis which depends on the acceptability to
the Financial Services Authority of, and subsequent successful implementation
of, proposals made by the Directors to enable the Group to meet its financial
resources requirements, retain its permissions to carry out investment business
and meet its additional working capital requirements.
In view of the significance of the uncertainty, we consider that it should be
brought to your attention.
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 2005.
BDO STOY HAYWARD LLP
Chartered Accountants
London
29 December 2005
Shareholder information
Enquiries concerning holdings of the Company's shares (i.e. notification of
change of address or the loss of a share certificate) should be referred to the
Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, telephone: 0870 162 3100. Shareholders who receive
more than one copy of this interim report may have more than one account on the
Company's register of members. To amalgamate their holding, shareholders should
contact the registrars giving details of the accounts concerned and how they
wish them to be amalgamated.
Information about the Group, and the services it offers, can be found on the
corporate internet site www.bbb.co.uk.
This information is provided by RNS
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