8th Dec 2014 07:00
Jelf Group plc
("Jelf", the "Group" or the "Company")
Final results for the year-ended 30 September 2014
Jelf, an independent consultancy which provides a broad range of insurance, employee benefit and financial planning services to corporates and individuals, announces its results for year ended 30 September 2014.
Financial highlights
Strong financial performance:
· Revenues increased by 8.4% to £82.6m (2013: £76.2m)
· EBITDA increased by 32.4% to £14.6m (2013: £11.0m)
· EBITDA margin increased to 17.6% (2013: 14.4%)
· Profit after tax increased by 40.4% to £6.5m (2013: £4.6m)
· Fully diluted earnings per share increased by 35.0% to 5.4p (2013: 4.0p)
Increased dividend payment declared:
· 2.0p per share to be paid on 30 January 2015 to shareholders on the register on 30 December 2014 (2013: 1.5p).
Acquisitions
· Major acquisition of The Insurance Partnership (TIP) completed in June 2013 is delivering ahead of expectations.
· Two "bolt on" acquisitions acquired in the period for a total consideration of £0.4m.
Operating highlights
· The continued focus on serving our customers has delivered another year of awards:
o Highest '3 Star' rating from the Investor in Customers survey
o National Broker of the Year award from Insurance Times
o Broker of the Year and Customer Service awards from UK Broker Awards
o Pension Scheme Communication Award and At-Retirement Solution Provider of the Year from Pensions Age
· The continued drive for efficiency improvements in the Insurance business and the benefits resulting from the TIP acquisition has increased Insurance EBITDA by 69.3% to £9.4m (2013: £5.6m).
· Employee Benefits continues to generate strong margins as it adapts its business model to the post-RDR world delivering EBITDA of £4.8m.
· Adviser productivity in the Financial Planning business has increased by 8.4% driving increased margins and EBITDA of £0.4m.
· International Healthcare has grown revenues by 29.8% to £1.3m (2013: £1.0m).
Alex Alway, Group Chief Executive, commented:
"I am particularly pleased that the Group has delivered such a strong set of trading results in a year that it celebrates its 25th Anniversary as a business and its 10th year on AIM. We continue to operate in what is an extremely competitive market. Trading since 1 October 2014 is in line with expectations and we look forward to another year of profitable growth."
Enquiries
Jelf Group plc 01454 272727
Alex Alway Group Chief Executive
John Harding Group Finance & Operations Director
finnCap Nomad & Broker 0207 220 0500
Matt Goode Corporate Finance
Grant Bergman Corporate Finance
Stephen Norcross Corporate Broking
Further information is available about Jelf at the Group's website: www.jelfgroup.com
Chairman's statement
2014 has seen Jelf celebrate 25 years in business - advising, servicing and supporting our clients - and the 10th anniversary of our listing on AIM, and so it is particularly pleasing to report that we have delivered a record performance.
Revenues up 8.4% to £82.6m (2013: £76.2m)
EBITDA up 32.4% to £14.6m (2013: £11.0m)
PAT up 40.4% to £6.5m (2013: £4.6m)
Fully diluted EPS up 35.0% to 5.4p (2013: 4.0p)
We continue to generate strong cash flows, operating cash flow was £12.0m (2013: £7.7m) and as at 30 September 2014 net debt was £5.7m (2013 - £13.5m). Reflecting this strong performance, the Board has declared a dividend for the year of 2.0p (2013: 1.5p).
Our clear and focused strategy and strong financial performance continue to generate value for our shareholders. Our share price increased 45.0% from 1 October 2013 to 4 December 2014 which compares favourably with a decrease of 10.5% in the AIM All Share Index and an increase of 3.7% in the FTSE All Share Index.
Jelf Insurance Brokers has delivered further profitable growth. As the economy strengthens we have seen some growth in risk exposures (wage roll/equipment/property) in the SME and mid-market segments. The first full year of results from Jelf Insurance Partnership, acquired in June 2013, has delivered ahead of expectations. We have exceeded the targeted level of synergies and are well on track to achieve the goals set out when we acquired this business. Our focus on our customers was recognised when we won National Broker of the Year from Insurance Times and Broker of the Year and the Customer Service award from UK Broker Awards. Our network for independent brokers, Purple Partnership, also won Broker Network of the Year at the Commercial Insurance Awards in March. Purple delivered strong growth in profit and revenue in 2014, exceeding £1m of turnover for the first time, and delivered its best ever year for member recruitment.
It has been another successful year for Jelf Employee Benefits and Jelf Financial Planning and I am pleased with the way we have adapted our business model to the post RDR world and to the continuing shift in our revenues from commission to fees. The announcements in the Budget, and subsequently, of major changes in the pensions regime, create considerable freedom for individuals to make their own choices regarding their pension savings. It is the most radical change to pensions in almost a century and will provide a significant opportunity for advice-led businesses such as Jelf, as individuals and their employers seek more help and advice in relation to this greater freedom. We continue to manage our existing clients through the auto enrolment process, whilst at the same time winning new client mandates as smaller businesses now start to auto enrol their employees.
Management has developed new, ambitious three year strategic objectives and financial targets and is in the process of communicating them to our people. Our core strategy is not changing. We will continue to focus on providing high quality advice to businesses on their insurance, healthcare and pensions needs, and in giving financial advice to selected individual clients. We continue to develop the cross selling of additional services to existing clients. Our high quality of service has been recognised through once again being awarded a maximum '3 Star' rating from Investor in Customers (IIC).
Jelf places great importance on ensuring we have a strong and effective regulatory, compliance and governance culture and framework. We have a strong, experienced Board and I would like to thank them for their leadership. The Board has been further strengthened through the addition of Chris Hanks as a non executive director and Chairman of the Risk Committee. Chris is also the Chairman of our Purple network and brings a wealth of knowledge and experience from his previous role as General Manager of Allianz UK.
Looking forward, we remain cautiously optimistic as the economy continues to improve. Although markets remain intensely competitive, we believe that continued focus on our core segments, our strong balance sheet and our reputation for client service will enable us to deliver further profitable organic growth. We will continue to look at further acquisition opportunities where we can see good synergies, a cultural fit, sensible prices and value for shareholders.
On behalf of the Board I would like to thank the Group Chief Executive Alex Alway, the senior executive team, and our dedicated and professional staff for all their hard work and the excellent results that have been achieved.
Les Owen
Non-Executive Chairman
Group Chief Executive's report
"Good trading during 2013-2014 has seen our EBITDA increase by 32.4% to £14.6m (2013: £11.0m)."
I am pleased to report that we have achieved another excellent set of trading results in 2014, further improving our margins. Our focus on delivering profitable growth, through organic growth initiatives and selected acquisitions, continues to produce encouraging results.
Alex Alway
Group Chief Executive
Financial results
Our financial performance and strength has continued to improve in this financial year. In the year ended 30 September 2014, our revenue was £82.6m (2013: £76.2m) and EBITDA increased by 32.4% to £14.6m (2013: £11.0m, including £1.5m of exceptional costs). The EBITDA margin was 17.6% (2013: 14.4%). Net profit after tax was £6.5m (2013: £4.6m), an increase of 40.4%.
The improvement in the wider economic environment has seen our clients expand and invest in property, human resources and plant, which in turn provided us with opportunities to advise and secure new mandates.
Basic earnings per share was 6.0p (2013: 4.3p) and fully diluted earnings per share was 5.4p (2013: 4.0p).
Positive cash flow
We continue to generate positive cash flow; taking into account the acquisitions and investments during the year we are now in a net debt position of £5.7m (2013: £13.5m). We are in a strong financial position, ideally positioned to continue investing in organic growth and selected acquisitions in insurance and healthcare broking.
Background
The structural changes to the sectors in which we operate continue apace. The key forces which are reshaping our industry are:
Regulatory pressures: This year we have seen a considerable number of regulatory announcements particularly around Pensions which, in the short term, require fundamental changes to our business model but are also presenting us with some exciting opportunities to expand the range of services we provide to clients.
Customer evolution: Across all our business sectors, customer expectations are growing. More than ever, we see customer understanding, service and engagement as ways in which we will differentiate our services, particularly in the mature and highly competitive healthcare and insurance broking sectors.
Pricing pressure: Economic pressures mean that clients are more price conscious than ever. It has therefore never been more important to keep our focus on quality advice, service and added value.
Product commoditisation: Brokers are now quicker to duplicate the features of competitor services. We need to continue to develop and provide clearly differentiated services that showcase the value of our skills and knowledge.
Our strategy
Our strategy remains consistent but during the latter part of 2014 we fine-tuned this and launched a series of new objectives internally. Clients and client service take centre stage as we focus even more closely on client service and client engagement; part of our vision statement says that we are "striving to exceed our clients' expectations at every opportunity".
An engaged client is one who is an advocate of Jelf and recommends us to their contacts and provides testimonials. We are working pro-actively to identify those who are not yet advocates to understand what we need to do to improve our service proposition to them, in order to bring about a change in their view of us.
We believe successfully applied client engagement is a real differentiator for an advice led business like Jelf, and that a strategy focused on this will enable us to stand out from the competition in a way that is hard to replicate, especially in the mature and highly competitive sectors of insurance and healthcare broking.
The underlying principles that drive our strategy continue to be:
Clients - Listening to our clients, identifying their requirements and working with them to understand their business and/or personal needs and individual circumstances. We want to become the trusted adviser.
People - Our employees are one of our strongest assets and we are keen to promote their skills and experience. We are very supportive of the drive to increase professionalism across the industry.
Stakeholders - Our relationships with our strategic partners, who include insurers as well as the regulators and our shareholders, will always remain key to our continued success.
Highlights of the year
Anniversaries
In 2014 we celebrated our 25th Anniversary as a business and 10 years on AIM.
Investor in Customers - '3 Star' - Exceptional
In February 2014, we were delighted to again receive the highest possible '3 Star' rating from Investor in Customers (IIC). Jelf's clients rated our client services as 'exceptional'. Furthermore, by improving our overall score for the sixth consecutive year, we retained our position as the top-rated broker within the UK.
Awards
During 2014 we have won a number of industry awards including National Broker of the Year from Insurance Times, Insurance Broker of the Year from UK Broker Awards, Pension Scheme Communication Award and At-Retirement Solutions Provider of the Year from Pensions Age, and Network Broker of the Year at the Commercial Insurance Awards.
Acquisitions
We continue to pursue our strategy of targeted acquisitions, and have an active pipeline. We will only acquire where we can be sure that there is both a strong cultural fit and the deal is clearly shareholder value enhancing.
During this financial year we bought a small broker based in Kent and successfully moved the team and book into our local branch. In addition we also purchased a niche retirement workshop firm called Laterlife with the intention of investing additional resources to grow this business. The provision of pre retirement planning education is a valuable addition to our Employee Benefits offering as employers become more aware of the need to help their employees plan for their retirement.
The integration of The Insurance Partnership remains on track and the benefit capture programme is ahead of schedule.
Core business performance
Insurance
Insurance broking is the largest element of the Jelf Group, accounting for 67% of total revenue.
Our insurance broking business primarily provides advice on products and services to the UK SME and corporate sectors, and related individual clients. Revenues increased by 14.4% to £55.2m (2013: £48.3m) EBITDA increased by 69.3% to £9.4m (2013: £5.6m). The EBITDA margin also increased from 11.5% to 17.1% year on year.
Insurance premiums remained flat in terms of rate, but we are seeing increases in cover as our client base invests and expands and as we continue to win new business. We continue to invest in our technology engine providing the capability to reengineer our SME business and deliver benefits. During the year we became members of two global networks which will enhance our capability to take advantage of our Employee Benefits client base.
During 2014 we retained the prestigious 'Chartered' status.
The year saw continued growth of the Purple Partnership (our network for independent brokers, which is included within the insurance business segment). Purple is in its seventh year of operation and continues to expand. Organic revenues increased by 17.0% to £1.1m (2013: £0.94m).
Employee Benefits
Employee Benefits accounts for 25% of Jelf Group's total revenue.
Our Employee Benefits business achieved revenue of £20.8m (2013: £20.8m), EBITDA was £4.8m (2013: £5.2m) a decrease of 7.9%. EBITDA margins remain strong at 23.0% (2013: 24.9%). EBITDA has fallen slightly as we continue to invest in people and systems to take advantage of the advice-led opportunities we believe will arise in this business over the next few years.
The Employee Benefits business comprises a range of services including Corporate Pensions, Group Risk and Healthcare. The Pensions and Group Risk part of the business provides advice and a range of services to small and large businesses in respect of employee benefit design (including risk and pension benefits), benefit communication and implementation; alongside new income streams focused on providing governance advice for employers, and financial education and workshops for employees and senior management in pre and post retirement life-stages.
We have had to reposition our client proposition in light of the regulatory changes around pension advice which has resulted in a short term decline in revenues as we switch from commissions to fees. It is pleasing to note we have seen continued strong new business enquiries during 2013/14 as corporate clients have sought advice on auto enrolment (AE). We expect this to continue through into 2015. We are also generating a considerable number of enquiries from Insurance clients across the group for AE advice.
The Healthcare element of the Employment Benefits business provides advice on health-related employee benefits such as private medical insurance and other non-insurance health based services. Our clients are owner-managed enterprises in England and Wales. We also provide specialist fee-based advice to larger companies, encompassing wider healthcare and employee wellbeing issues such as absence management and occupational health. We have a team providing highly specialist advice in the complex area of international healthcare. This area is achieving good organic growth levels as our corporate and SME clients expand internationally and / or become aware of this service. Overall, this business has achieved very good client retention levels during 2014.
To broaden our offering to our clients we are investing in a new benefits management platform and a dedicated team to take advantage of opportunities for work based advice.
Financial Planning
Financial Planning accounts for 8% of Jelf Group's total revenue.
Jelf Financial Planning provides a full range of financial planning services to owner-managed businesses and other medium/high net worth individuals. Revenues from Financial Planning decreased by 7.1% to £6.6m (2013: £7.1m). This was due to a reduction in sales staff post the Retail Distribution Review and as we continue to ensure we maintain our focus on providing quality advice to our clients. The accumulation of Assets Under Advice (AUA) continues to improve the profitability of the business, and EBITDA increased by 44.7% to £372K (2013: £257K). EBITDA margin is 5.6% (2013: 3.6%). Adviser productivity has increased by 8.4% to £296K per adviser.
We have a total assets under management mandate for over £1billion and of this £585m (2013: £547m) are with our preferred partners.
The recent announcements concerning "Pension Freedom" will create further opportunities, as more people realise that greater flexibility increases the need for high quality professional advice on pre and post retirement planning to ensure that they take full advantage of the changes in legislation. Taking this into account we are aligning our Financial Advisers alongside the Laterlife retirement planning workshops to offer medium/high net worth individuals personal wealth management and planning advice.
We have also invested in a new protection sales team to develop this line of business for both businesses (critical illness, key man cover and "company wills") and individuals.
During 2014 we retained the prestigious 'Chartered' status for the business.
High quality employees
We employed 1,075 people at the end of the 2013-2014 financial year; a slight decrease from 1,077 at the end of 2013. The ratio of male to female staff is 45:55. We offer a comprehensive Employee Benefits package, which is actively promoted across the Group.
We take great pride in the commitment, dedication and expertise of our staff. In return we seek to develop our staff through a wide range of technical and management courses, and a number of development programmes covering sales skills, those aspiring to a sales career, sales management and our operational managers. We pursue a highly pro-active communication programme with staff including regular roadshows, a well-used intranet news service, company audios led by myself and an "Ask Alex" facility for all staff to address questions to myself. We measure staff commitment and satisfaction through annual surveys and the last survey recorded an 82% staff satisfaction and commitment score.
Jelf in the community
We support our employees in recognising the importance of our corporate social responsibility. We believe this encourages a real sense of community and caring within the business.
This year our employees have raised over £26,000 for charities across the UK, and Jelf has been proud to donate a further £18,000.
Looking forward
Our growth and development over our 25 year history is as a result of our commitment to placing client needs at the heart of our business, and our adaptability in the face of a changing regulatory and business environment. We continually seek to evolve and develop the range of propositions we offer to clients as circumstances and conditions change around us. I remain confident that providing we continue to maintain our focus on our strategic objectives, our business will continue to prosper and deliver value to all stakeholders.
Thank you to our employees
Once again I would like to put on record our thanks to our employees for their continued hard work, support and commitment. They have all worked with dedication and enthusiasm throughout 2014.
Alex Alway
Group Chief Executive
Consolidated income statement
For the year ended 30 September 2014
Note | 2014 | 2013 | |||||||
£'000 | £'000 | ||||||||
Revenue | 82,588 | 76,186 | |||||||
Cost of Sales | (5,670) | (6,862) | |||||||
Gross profit | 76,918 | 69,324 | |||||||
Administrative expenses | (68,985) | (64,443) | |||||||
Operating profit | 7,933 | 4,881 | |||||||
Operating profit consists of: | |||||||||
Earnings before interest, taxation, depreciation, amortisation and exceptional costs (EBITDAE) | 14,574 | 12,493 | |||||||
Exceptional costs | - | (1,488) | |||||||
Earnings before interest, taxation, depreciation and amortisation (EBITDA) | 14,574 | 11,005 | |||||||
Depreciation of property, plant and equipment | (1,142) | (1,039) | |||||||
Amortisation of intangible assets | (5,499) | (5,085) | |||||||
Investment revenues | 113 | 68 | |||||||
Finance costs | (621) | (839) | |||||||
Profit before income tax | 7,425 | 4,110 | |||||||
Income tax (charge)/credit | 3 | (956) | 498 | ||||||
Profit for the year attributable to the owners of the parent Company | 6,469 | 4,608 | |||||||
Earnings per share attributable to the owners of the parent Company | |||||||||
Basic (pence) | 5 | 6.0 | 4.3 | ||||||
Diluted (pence) | 5 | 5.4 | 4.0 | ||||||
| |||||||||
There is no other comprehensive income for the year other than the profit for the year noted above (2013: £nil) and as a result no statement of other comprehensive income has been prepared.
All results are from continuing operations.
Consolidated balance sheet As at 30 September 2014
| 2014 | 2013 | ||||
Note | £'000 | £'000 | ||||
Non-current assets | ||||||
Goodwill | 6 | 71,531 | 71,290 | |||
Intangible assets | 7 | 35,908 | 41,090 | |||
Property, plant and equipment | 5,178 | 5,360 | ||||
Available for sale investments | 16 | 16 | ||||
Deferred income tax asset | 1,904 | 973 | ||||
114,537 | 118,729 | |||||
Current assets | ||||||
Trade and other receivables | 12,300 | 10,992 | ||||
Cash and cash equivalents* | 27,440 | 23,948 | ||||
39,740 | 34,940 | |||||
Total assets | 154,277 | 153,669 | ||||
Current liabilities | ||||||
Trade and other payables | (21,249) | (20,058) | ||||
Deferred consideration | (2,078) | (413) | ||||
Obligations under finance leases | (13) | (48) | ||||
Borrowings | 8 | (5,422) | (3,672) | |||
Income tax liabilities | (971) | (667) | ||||
Deferred income tax liabilities | (1,000) | (949) | ||||
Provisions | (1,224) | (1,848) | ||||
(31,957) | (27,655) | |||||
Net current assets | 7,783 | 7,285 | ||||
Non-current liabilities | ||||||
Borrowings | 8 | (8,218) | (14,640) | |||
Deferred consideration | (2,063) | (4,063) | ||||
Obligations under finance leases | (1) | (14) | ||||
Deferred income tax liabilities | (5,829) | (6,947) | ||||
Provisions | (951) | (902) | ||||
(17,062) | (26,566) | |||||
Total liabilities | (49,019) | (54,221) | ||||
Net assets | 105,258 | 99,448 | ||||
Equity | ||||||
Share capital | 9 | 1,108 | 1,103 | |||
Share premium | 72,338 | 72,070 | ||||
Merger reserve | 12,333 | 12,333 | ||||
Other reserves | 3,723 | 3,258 | ||||
Retained earnings | 15,756 | 10,684 | ||||
Total equity attributable to the owners of the parent Company | 105,258 | 99,448 |
* Included within cash and cash equivalents is fiduciary cash of £15,228,419 (2013: £14,493,439)
Consolidated statement of changes in equity
For the year ended 30 September 2014
| Note | Sharecapital | Sharepremium | Merger reserve2 | Sharebasedpayment reserve1,2 | Ownshares held1 | Other reserves1 | Retainedearnings2 | Total equity |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
At 1 October 2012 | 1,104 | 72,070 | 9,282 | 4,603 | (1,199) | 14 | 10,610 | 96,484 | |
Share issue | 34 | - | 3,051 | - | - | - | 3,085 | ||
Dividend paid | - | - | - | - | - | (1,407) | (1,407) | ||
Share based payments | - | - | - | 842 | - | - | 842 | ||
Purchase of own shares by EBT3 | - | - | - | - | (1,381) | - | - | (1,381) | |
Vesting of Employee Benefits Trust shares | - | - | - | (443) | 443 | - | - | - | |
Proceeds from vesting of shares | - | - | - | - | 344 | - | - | 344 | |
Share Buy-Back | (35) | - | - | - | - | 35 | (3,204) | (3,204) | |
Tax credit relating to share schemes | - | - | - | - | - | - | 77 | 77 | |
Profit for the year and total comprehensive income | - | - | - | - | - | - | 4,608 | 4,608 | |
At 30 September 2013 | 1,103 | 72,070 | 12,333 | 5,002 | (1,793) | 49 | 10,684 | 99,448 | |
Share issue | 5 | 268 | - | - | - | - | - | 273 | |
Dividend paid | 4 | - | - | - | - | - | - | (1,615) | (1,615) |
Share based payments | - | - | - | 1,054 | - | - | - | 1,054 | |
Purchase of own shares by EBT3 | - | - | - | - | (589) | - | - | (589) | |
Vesting of Employee Benefits Trust shares | - | - | - | (20) | 20 | - | - | - | |
Share Buy-Back | - | - | - | - | - | - | (132) | (132) | |
Tax credit relating to share schemes | - | - | - | - | - | - | 350 | 350 | |
Profit for the year and total comprehensive income | - | - | - | - | - | - | 6,469 | 6,469 | |
At 30 September 2014 | 1,108 | 72,338 | 12,333 | 6,036 | (2,362) | 49 | 15,756 | 105,258 |
1 Shown within other reserves on the balance sheet
2 Distributable to the equity holders of the Company
3 The EBT purchased 516,965 (2013: 1,538,423) shares in the year
Consolidated cash flow statement
For the year ended 30 September 2014
Note | 2014 | 2013 | |
£'000 | £'000 | ||
Cash flows from operating activities | |||
Cash generated from operations | 10 | 14,946 | 10,610 |
Interest paid | (616) | (585) | |
Taxation paid | (2,300) | (2,318) | |
Net cash flow generated from operating activities | 12,030 | 7,707 | |
Cash flows from investing activities | |||
Interest received | 113 | 68 | |
Proceeds on disposal of property, plant and equipment | 20 | 22 | |
Purchase of property, plant and equipment | (969) | (1,865) | |
Purchase of computer software | (214) | (952) | |
Acquisition of client books of business | - | (27) | |
Acquisition of subsidiaries and businesses (net of cash acquired) | (150) | (8,082) | |
Proceeds on disposal of client book and investments | - | 55 | |
Deferred consideration paid | (476) | - | |
Net cash flow used in investing activities | (1,676) | (10,781) | |
Cash flows from financing activities | |||
Repayments of borrowings | (4,750) | (7,850) | |
Purchase of own shares by EBT | (589) | (1,381) | |
Proceeds from vesting of shares | 273 | 344 | |
Cancellation of own shares through share buyback | (132) | (3,204) | |
Expenses on issue of shares | - | (10) | |
Repayment of obligations under finance leases | (49) | (11) | |
Payment of dividend | (1,615) | (1,407) | |
New borrowings raised (net of expenses of £231,000) | - | 19,769 | |
Net cash flow (used)/generated in financing activities | (6,862) | 6,250 | |
Net increase in cash and cash equivalents | 3,492 | 3,176 | |
Cash and cash equivalents at beginning of year | 23,948 | 20,772 | |
Cash and cash equivalents at end of year 1 | 27,440 | 23,948 |
1 Included within cash and cash equivalents is fiduciary cash of £15,228,419 (2013: £14,493,439)
Notes to the consolidated financial statements
1. General information
Jelf Group plc is an AIM listed company incorporated and domiciled in the United Kingdom under the Companies Act 2006. The nature of the Group's operations and its principal activities are set out in the Chairman's statement and the Group Chief Executive's report.
The unaudited Preliminary Report has been prepared under the historical cost convention and in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and interpretations in issue at 30 September 2014.
The Preliminary Report was approved by the Board of Directors and the Audit Committee on 5 December 2014. The Preliminary Report does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006 and has not been audited.
Comparative figures in the Preliminary Report for the year ended 30 September 2013 have been taken from the Group's audited statutory financial statements on which the Group's auditors, PricewaterhouseCoopers LLP, expressed an unqualified opinion.
The accounting policies adopted are consistent with those of the annual financial statements for the year ended 30 September 2013, as described in those financial statements. New standards or interpretations which came into effect for the current reporting period did not have a material impact on the net assets or results of the Group.
The Preliminary Report is presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates.
The Preliminary Report will be announced to all shareholders on the London Stock Exchange and published on the Group's website on 8 December 2014. Copies will be available to members of the public upon application to the Company Secretary at Hillside Court, Bowling Hill, Chipping Sodbury, Bristol, BS37 6JX.
2. Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the Board, which is responsible for allocating resources, assessing performance of the operating segments and making strategic decisions. Further information about each operating segment can be found in the Group Chief Executive's Report on pages 4 to 7.
All revenue arose within the United Kingdom. No geographical segment information is therefore given. Segment information about these businesses is presented below.
Year-ended 30 September 2014 | Insurance £'000 | Employee Benefits £'000 | Financial Planning £'000 | Total £'000 |
Revenue | 55,230 | 20,751 | 6,607 | 82,588 |
Operating profit/(loss) | 4,497 | 3,624 | (188) | 7,933 |
Operating profit/(loss) consists of: | ||||
EBITDAE | 9,435 | 4,767 | 372 | 14,574 |
Exceptional costs | - | - | - | - |
EBITDA | 9,435 | 4,767 | 372 | 14,574 |
Depreciation of property, plant and equipment | (771) | (283) | (88) | (1,142) |
Amortisation of intangible fixed assets | (4,167) | (860) | (472) | (5,499) |
Investment revenues | 113 | |||
Finance costs | (621) | |||
Profit before income tax | 7,425 | |||
Income tax charge | (956) | |||
Profit for the year | 6,469 |
Year-ended 30 September 2013 | Insurance £'000 | Employee Benefits £'000 | Financial Planning £'000 | Total £'000 |
Revenue | 48,269 | 20,804 | 7,113 | 76,186 |
Operating profit/(loss) | 1,052 | 4,114 | (285) | 4,881 |
Operating profit/(loss) profit consists of: | ||||
EBITDAE | 6,752 | 5,381 | 360 | 12,493 |
Exceptional costs | (1,178) | (207) | (103) | (1,488) |
EBITDA | 5,574 | 5,174 | 257 | 11,005 |
Depreciation of property, plant and equipment | (720) | (239) | (80) | (1,039) |
Amortisation of intangible fixed assets | (3,802) | (821) | (462) | (5,085) |
Investment revenues | 68 | |||
Finance costs | (839) | |||
Profit before income tax | 4,110 | |||
Income tax credit | 498 | |||
Profit for the year | 4,608 |
3. Income tax charge/(credit)
2014 £'000 | 2013 £'000 | |
Current tax | ||
Current tax on profit for the year | 2,622 | 2,247 |
Adjustments in respect of prior years | - | (47) |
Total current tax | 2,622 | 2,200 |
Deferred tax | ||
Origination and reversal of temporary differences | (1,562) | (1,386) |
Impact of change in UK tax rate | - | (1,256) |
Adjustments in respect of prior years | (104) | (56) |
Total deferred tax | (1,666) | (2,698) |
Income tax charge/(credit) | 956 | (498) |
4. Dividends
2014 | 2013 | ||
£'000 | £'000 | ||
Dividend paid during the year: | |||
Final dividend for the year ended 30 September 2013 of 1.5p (2012: 1.3p) per share | 1,615 | 1,407 | |
Dividend proposed after the end of the financial year and not recognised as a liability: | |||
Final dividend for the year ended 30 September 2014 of 2.0p (2013: 1.5p) per share | 2,151 | 1,615 |
The final dividend in respect of the year ended 30 September 2013 of 1.5p per share, amounting to a total dividend of £1,614,547, was paid on 25 January 2014.
The final dividend proposed for the year ended 30 September 2014 will be paid on 30 January 2015 to shareholders on the register on 30 December 2014.
5. Earnings per share
2014 | 2013 | ||
Profit for the year (£'000) | 6,469 | 4,608 | |
Weighted average shares in issue (number) | Basic | 107,513,829 | 107,519,379 |
Diluted | 118,779,038 | 115,608,027 | |
Earnings per share (pence) | Basic | 6.0 | 4.3 |
Diluted | 5.4 | 4.0 |
6. Goodwill
| 2014 £'000 | 2013 £'000 | ||
Cost and net book value |
|
|
| |
At 1 October |
|
| 71,290 | 58,475 |
Acquisitions |
|
| 241 | 12,818 |
Disposals |
|
| - | (3) |
At 30 September |
|
| 71,531 | 71,290 |
Impairment tests for goodwill
Goodwill is reviewed at least annually for impairment by comparing the recoverable amount of each cash generating unit ('CGU') with the goodwill, intangible assets and property, plant and equipment allocated to that CGU.
Goodwill has been allocated according to the business segment as follows:
Insurance £'000 | Employee Benefits £'000 | Financial Planning £'000 | Total £'000 | |
At 1 October 2013 | 60,355 | 10,552 | 383 | 71,290 |
Acquisitions | 205 | 36 | - | 241 |
Disposals | - | - | - | - |
At 30 September 2014 | 60,560 | 10,588 | 383 | 71,531 |
At 1 October 2012 | 47,540 | 10,552 | 383 | 58,475 |
Acquisitions | 12,818 | - | - | 12,818 |
Disposals | (3) | - | - | (3) |
At 30 September 2013 | 60,355 | 10,552 | 383 | 71,290 |
The recoverable amount of a CGU is determined based on value in use calculations. These calculations use risk adjusted cash flow projections based on financial budgets approved by management and growth assumptions covering a four year period. The key assumptions used to prepare the financial budgets are based on past experience, strategic plans and management's expectation for the markets in which they operate. Confidence in the assumptions can be gained from the Group's historical performance against budget and forecast, current trading and industry knowledge and trends.
Cash flows beyond the four year period (2013: five years) are extrapolated using a growth rate of 2% (2013: 1.5%). This growth rate is in line with the expected average UK economy long term growth rate.
The cash flows projections are discounted at a post-tax discount rate of 10.3% (2013: 10.3%). The single discount rate, which is consistently applied for all CGUs, is determined with reference to internal measures and available industry information and reflects specific risks relevant to the Group.
Impairment testing inherently involves a number of judgemental areas, including the preparation of cash flow forecasts for periods that are beyond the normal requirements of management reporting; the assessment of the discount rate appropriate to the Group and the estimation of the future revenue and expenditure of each CGU. Accordingly, management undertook stress testing to understand the key sensitivities and concluded as follows:
• Insurance (where the headroom above carrying value is £6.0m) is the largest CGU and is also the most sensitive to changes in discount rate and growth rate.
· The discount rate for 2014 would need to increase to 10.7% for an impairment to occur in Insurance.
• A compound average revenue growth rate of 1.0% and a compound average EBITDAE growth rate of 1.1% has been assumed for the first four years in Insurance. If the growth rate were to fall to 0.7% in revenue and (0.2)% in EBITDAE, and management made no compensating changes to the budgeted level of administrative expenses in this period, an impairment would occur.
Further to the impairment review, the Directors concluded that, no impairment has arisen during the year.
7. Intangible assets
| Computer software £'000 | Client books of business £'000 | Total £'000 |
Cost |
|
|
| |
At 1 October 2013 |
| 2,680 | 67,474 | 70,154 |
Additions |
| 214 | 100 | 314 |
Acquisitions and fair value adjustments |
| 3 | - | 3 |
At 30 September 2014 |
| 2,897 | 67,574 | 70,471 |
| ||||
Accumulated amortisation |
| |||
At 1 October 2013 |
| 1,153 | 27,911 | 29,064 |
Amortisation charge |
| 406 | 5,093 | 5,499 |
At 30 September 2014 |
| 1,559 | 33,004 | 34,563 |
| ||||
Net book value | ||||
At 30 September 2014 | 1,338 | 34,570 | 35,908 | |
At 30 September 2013 | 1,527 | 39,563 | 41,090 |
Amortisation has been charged to administrative expenses.
8. Borrowings
Loan facility £'000 | Unamortised loan costs £'000 | Net borrowings £'000 | |
Year-ended 30 September 2014 | |||
Current | 5,500 | (78) | 5,422 |
Non current | 8,250 | (32) | 8,218 |
13,750 | (110) | 13,640 | |
Year-ended 30 September 2013 | |||
Current | 3,750 | (78) | 3,672 |
Non current | 14,750 | (110) | 14,640 |
18,500 | (188) | 18,312 |
The main facility of £12 million comprises a loan of £9 million repayable by February 2016 in six biannual instalments and a revolving loan of £3 million fully repayable in February 2016. Scheduled repayments of £3.0m and early repayments of £1.0m were made during the year. At the balance sheet date £6.5m (2013: £10.5m) was available and fully drawn.
The second committed borrowing facility of £10 million is available for acquisitions and is repayable by February 2016 in six biannual instalments. The maximum facility available reduces on a biannual basis over the life of the facility. Repayments of £0.75m were made during the year. At the balance sheet date £7.25m (2013:£8.0m) was available and fully drawn.
The unamortised loan costs are charged to finance costs over the life of the loan on a straight line basis.
The loan facility interest floats at a rate of 2.35% above LIBOR. The loan is secured by an unlimited intercompany composite agreement guarantee over all assets in the trading companies within the Group excluding ring fenced regulatory cash as agreed with the FCA. The facility terms and conditions include cashflow cover, interest cover and leverage covenants.
The exposure of the borrowings of the Group to interest rate changes and the periods in which the cost of borrowings re-price are as follows:
6 months or less £'000 | 6 - 12 months £'000 | 1 - 5 years £'000 | Over 5 years £'000 | Total £'000 | |
At 30 September 2014 | 13,640 | - | - | - | 13,640 |
At 30 September 2013 | 18,312 | - | - | - | 18,312 |
The interest rate on borrowings at the balance sheet date was as follows:
2014 | 2013 | ||||
Borrowings | 2.9% | 2.9% |
The effective interest rate including initial loan fees at the balance sheet date was as follows:
2014 | 2013 | ||||
Borrowings | 3.2% | 3.2% |
The Directors consider that the carrying amount of borrowings approximate to their fair value.
9. Called up share capital
| Group and Company | 2014 £'000 | 2013 £'000 | |||||
| Authorised | |||||||
| 100,000,000 Ordinary shares of 1p each | 1,000 | 1,000 | |||||
| 25,063,838 Non-voting shares of 1p each | 251 | 251 | |||||
| 1,251 | 1,251 | ||||||
|
| |||||||
Ordinary shares | Non-voting shares | Total |
| |||||
No. of shares | £'000 | No. of shares | £'000 | No. of shares | £'000 |
| ||
Allotted, called up and fully paid |
| |||||||
At 30 September 2012 | 85,333,525 | 853 | 25,063,838 | 251 | 110,397,363 | 1,104 |
| |
Share issue | 3,364,112 | 34 | - | - | 3,364,112 | 34 |
| |
Share buybacks | (3,455,520) | (35) | - | - | (3,455,520) | (35) |
| |
At 30 September 2013 | 85,242,117 | 852 | 25,063,838 | 251 | 110,305,955 | 1,103 |
| |
Share issue | 525,383 | 5 | - | - | 525,383 | 5 |
| |
Share buybacks | (14,360) | - | - | - | (14,360) | - |
| |
At 30 September 2014 | 85,753,140 | 857 | 25,063,838 | 251 | 110,816,978 | 1,108 |
| |
During the year 14,360 Ordinary shares of 1p (2013: 3.5m Ordinary shares of 1p) were purchased at market price of 86p (2013: between 80p and 92p). These were then cancelled.
During the year 525,383 Ordinary shares of 1p were issued at 52p in relation to the maturity of the 2011 sharesave (SAYE) scheme. (2013: 3.4m Ordinary shares of 1p were issued at 92p in relation to the acquisition of The Insurance Partnership Holdings Limited).
Treasury shares
During 2013 the Company commenced a share buyback programme. Shares under the buyback programme are either cancelled or retained in issue as treasury shares and represent a deduction from shareholders' funds. During the year the Company purchased 114,360 shares under the programme (2013: 3,455,520) at a cost of £132,000 (2013: £3.2 million) of which 100,000 shares are held in treasury (2013: nil).
2014 No. of shares | 2013 No. of shares | |
At 1 October | - | - |
Share buyback - purchase of treasury shares | 100,000 | - |
At 30 September | 100,000 | - |
10. Cash generated from operations
2014 £'000 | 2013 £'000 | |||
Profit before tax | 7,425 | 4,110 | ||
Adjustments for: | ||||
Investment revenues | (113) | (68) | ||
Finance costs | 621 | 839 | ||
Depreciation of property, plant and equipment | 1,142 | 1,039 | ||
Amortisation of intangible assets | 5,499 | 5,085 | ||
Share-based payment expense | 1,054 | 842 | ||
(Decrease)/increase in provisions | (576) | 438 | ||
(Profit)/loss on disposal of intangible assets/investments | - | (40) | ||
(Profit)/loss on disposal of property, plant and equipment | (11) | - | ||
Operating cash flows before movement in working capital | 15,041 | 12,245 | ||
Increase in receivables | (1,141) | (1,652) | ||
Increase in payables | 1,046 | 17 | ||
Cash generated from operations | 14,946 | 10,610 |
11. Net debt
| 2014 | 2013 | ||
£'000 | £'000 | |||
Cash | 27,440 | 23,948 | ||
Fiduciary cash | (15,228) | (14,493) | ||
Own funds | 12,212 | 9,455 | ||
Borrowings1 | (13,750) | (18,500) | ||
Deferred consideration | (4,141) | (4,476) | ||
Net (debt) /cash | (5,679) | (13,521) | ||
1Borrowings are shown gross of amortised loan costs of £110,000 (2013: £188,000). See note 8 for details.
12. Acquisitions
During the year, the Group has made the following acquisitions:
| ||||||||||||||||||||||
As a result of the acquisition of Riverside Insurance Brokers Limited the Group has increased its presence in the South East of England. The goodwill and intangible assets arising on the acquisition is attributable to the acquired customer base, improved commercial terms and economies of scale expected from combining the operations of the acquired businesses. None of the goodwill recognised is expected to be deductible for income tax purposes.
The Group invested in Laterlife.com Limited, a business that provides seminars focusing on later life and retirement planning. The initial consideration was £50,000.
Riverside Insurance Brokers Limited The following table summarises the consideration paid, the fair value of assets acquired and liabilities assumed at the acquisition date. | ||||||||||||||||||||||
Fair valueacquired | ||||||||||||||||||||||
£'000 | ||||||||||||||||||||||
Consideration at 28 February 2014 | ||||||||||||||||||||||
Cash | 167 | |||||||||||||||||||||
Contingent consideration | 141 | |||||||||||||||||||||
Total consideration | 308 | |||||||||||||||||||||
Recognised amounts of identifiable assets acquired and liabilities assumed | ||||||||||||||||||||||
Intangible assets - client book of business | 92 | |||||||||||||||||||||
Property, plant and equipment | - | |||||||||||||||||||||
Current assets - cash (includes £17,000 fiduciary cash) | 42 | |||||||||||||||||||||
Current assets - other | 144 | |||||||||||||||||||||
Current liabilities | (157) | |||||||||||||||||||||
Deferred tax arising on client book | (18) | |||||||||||||||||||||
Total identifiable net assets | 103 | |||||||||||||||||||||
Goodwill | 205 | |||||||||||||||||||||
Total | 308 | |||||||||||||||||||||
Acquisition related costs for all acquisitions of £34,000 have been charged to administrative expenses.
The contingent consideration arrangements require certain performance related future financial targets to be achieved. The potential undiscounted amount of all future payments that the Group could be required to make under the contingent consideration arrangement is £141,000.
Riverside Insurance Brokers Limited ("Riverside") contributed £0.1m to revenue for the period between the date of acquisition and the balance sheet date. It is not possible to separately identify the profit before income tax related to Riverside as it has been integrated from day one into Jelf Insurance Brokers Limited.
Had Riverside been included within the Group from 1 October 2013, the additional revenue would have been £0.2m. It is not possible to separately identify the profit before income tax related to Riverside as it has been integrated from day one into Jelf Insurance Brokers Limited.
Related Shares:
JLF.L