TIDMAFHP

RNS Number : 3496U

AFH Financial Group Plc

29 July 2015

AFH Financial Group PLC

("AFH" or the "Group")

INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 APRIL 2015

Strong revenue, PBT and EBITDA performance

The Board of AFH, a leading financial planning led investment management firm, is pleased to announce the Group's consolidated interim results for the 6 months ended 30 April 2015.

Highlights:

   --     Revenues up 13% to GBP8.22m (2014: GBP7.29m) 
   --     EBITDA increased 36% to GBP1.10m (2014: GBP0.81m) 
   --     Profit before tax up 13% to GBP0.61m (2014: GBP0.54m) 
   --     Gross margin increased to 55% (2014: 51%) 
   --     Recurring revenue of GBP5.4m represented 66% of Group revenue (2014: GBP3.9m, 54%) 
   --     55% of revenue growth during the period generated organically 
   --     Strong balance sheet with net assets of GBP11.3m, an increase of 20% 
   --     Cash reserves at 30 April 2014 of GBP4.3m (2014: GBP4.9m) 
   --     Seven acquisitions made during the period for a maximum consideration of GBP9.4m 
   --     Issue of GBP2.14m Corporate Bonds in January 2015 
   --     Largest acquisition to date in Independent Financial Services (UK) Limited 

Commenting Alan Hudson, Chief Executive Officer of AFH Financial Group PLC, said:

"The Group remains profitable and cash generative with a strong balance sheet for its current size. Our strategy remains to expand nationally in our traditional areas of strength through both organic and acquisitive growth to drive increased profitability. The Directors' continue to actively seek appropriately priced acquisition opportunities with a comparable culture to AFH to generate incremental opportunities for the Group."

"Our aim is to grow our client base through increased adviser numbers and greater productivity afforded by the AFH structure and centralised support functions. The progress made during the first half of the current financial year and in particular the step change afforded by our most recent acquisitions allows the Directors to view the prospects for the full year and beyond with confidence."

For further information please contact:

   AFH Financial Group PLC                                              +44 (0)1527 577 775 

Alan Hudson, Chief Executive Officer

Paul Wright, Chief Financial Officer

   Allenby Capital Limited                                                +44 (0)20 3328 5656 

(Nominated Adviser and Broker)

Nick Naylor

Chris Crawford

Nick Athanas

   Yellow Jersey PR Limited                                             +44 (0)7799 003 220 

(Financial PR)

Kelsey Traynor

Dominic Barretto

Interim Report

Business review

I am pleased to provide shareholders with an update on the Group's performance for the six months to 30 April 2015, a period that, in spite of previously reported delays in the FCA authorisation of new advisors due to changes in the regulatory authorization processes, has seen continued financial and corporate progress.

During the period under review, the Group significantly increased its recurring revenue from GBP3.9m to GBP5.4m, with GBP5.0m (93%) of this recurring revenue generated organically by advisors with AFH on 1 November 2014. As a result recurring revenue for the period increased to 66% of total revenue which gives the directors additional confidence in the quality and sustainability of future revenue and earnings. New business levels fell during the period, in part due to our clients deferring pension advice and investment before the 5 April 2015 changes to pension rules. The Directors believe that these changes will have a limited impact in 2015, as further guidance is provided by the government and the opportunities and risks for investors are clarified. However, the Group believes that the long term need for independent financial advice will be greater as a result of the new regulations and AFH is well positioned to benefit from these changes.

In December 2014, the Group announced the issue of 7.5% unsecured corporate bonds and in January 2015 confirmed that GBP2.14m had been raised from this issue. This has provided the Group with additional operational gearing, equating to 12% of gross assets at that date, and generated funds for the Group's acquisition opportunities without diluting equity shareholders. The Directors' view unsecured debt as a useful addition to equity fundraising as a means to finance acquisitive growth whilst maintaining a cautious approach to the level of debt relative to equity.

During the period, the Group completed seven acquisitions, six of which were finalised during the second quarter and the benefits of these transactions will be recognised from the second half of the current financial year. These acquisitions included the entire share capital of IFS (UK) Limited, our largest acquisition to date, at a maximum cost of GBP4.25m subject to the usual earn out conditions. Details of the individual acquisitions are set out in note 4 to the Interim accounts.

Funds under Management, on which the Group earns fees ("FUM") increased during the period and in my AGM statement I was able to report to shareholders that FUM had exceeded GBP1.25bn. As reported on 1 May 2015, following our acquisition of Independent Financial Services (UK) Limited, FUM increased to approximately GBP1.7bn.

Trading Results

Revenue for the period increased to GBP8.22m (2014: GBP7.29m). Gross margins remained strong at 55% (2014: 51%) whilst recurring revenue represented 66% (2014: 54%) of total revenue.

During the period, the Group continued to invest in its head office to support the current and future projected growth. As a result, administrative expenditure increased by 22% to GBP 3.8m. This included an increase of GBP98,000 (41%) in amortization and depreciation costs of non current assets acquired in this and previous periods. Further investment is anticipated as the Group continues its growth strategy. The Group reported an increase of 13% in profit before tax to GBP607,000, whilst earnings per share decreased slightly to 2.20p per share (2014: 2.47p) as a result of share issues.

The Group reported EBITDA of GBP1.1m, representing an increase of 36% over the prior year comparative figure of GBP0.81m. This is a measure used by the Directors to assess the cash generation from the on-going operations. The EBITDA margin of 13.4% on revenue (2014: 11.1%) reflects the increasing scalability of the business given the level of investment in the central overhead noted above.

Cash position

The Group remains free of bank or secured debt and maintains healthy cash balances. At the period-end, cash and cash equivalents totalled GBP4.3m. Unsecured non-convertible bonds of GBP0.75m and GBP2.14m mature in 2020 and 2018 respectively.

Post Balance Sheet Events

On 28 May 2015, the Group announced that it had raised GBP750,000, before expenses, through the placing of 535,716 new ordinary shares representing a dilution of approximately 2.5% to existing shareholders. The net proceeds will be used to continue the Group's acquisition led growth strategy and for general working capital purposes.

Outlook

The Group remains profitable and cash generative with a strong balance sheet for its current size. Our strategy remains to expand nationally in our traditional areas of strength through both organic and acquisitive growth to drive increased profitability. The Directors' continue to actively seek appropriately priced acquisition opportunities with a comparable culture to AFH to generate incremental opportunities for the Group.

Our aim is to grow our client base through increased adviser numbers and greater productivity afforded by the enlarged AFH structure and centralised support functions. The progress made during the first half of the current financial year and in particular the step change afforded by our most recent acquisitions allows the Directors to view the prospects for the full year and beyond with confidence.

John Wheatley

Chairman

Consolidated Statement of Comprehensive Income

 
                                         Unaudited        Unaudited          Audited 
                                        Six months       Six months           Twelve 
                                            ending           ending           months 
                                          30 April         30 April           ending 
                                                                          31 October 
                                              2015             2014             2014 
                            Note           GBP'000          GBP'000          GBP'000 
 
 Revenue                       3             8,222            7,293           15,037 
 Cost of sales                             (3,730)          (3,587)          (7,326) 
                                    --------------   --------------   -------------- 
 Gross profit                                4,492            3,706            7,711 
 
 Administrative expenses                   (3,827)          (3,137)          (6,811) 
                                    --------------   --------------   -------------- 
 Operating profit                              665              569              900 
 
 Finance income                                 15                -               25 
 Finance costs                                (73)             (32)             (64) 
                                    --------------   --------------   -------------- 
 Profit before tax                             607              537              861 
 
 Income tax expense                          (189)            (110)            (260) 
                                    --------------   --------------   -------------- 
 Profit for the year 
  attributable to 
  owners of the parent                         418              427              601 
 
 Other comprehensive                             -                -                - 
  income 
                                    --------------   --------------   -------------- 
 Total comprehensive 
  income for the year 
  attributable to 
  owners of the parent                         418              427              601 
 
 
 Earnings per share 
  (in pence) 
 Basic                                        2.20             2.47             3.31 
 Diluted                                      2.00             2.29             3.10 
 
 
 
 
 Consolidated Statement of Financial Position 
 
                                            Unaudited        Unaudited          Audited 
                                             30 April         30 April       31 October 
                                                 2015             2014             2014 
                                Note          GBP'000          GBP'000          GBP'000 
 Assets 
 Non-current assets 
 Intangible assets                 5           18,967            8,803            9,707 
 Property, plant and 
  equipment                                       250              282              279 
 Investments                                        1                1                1 
                                       --------------   --------------   -------------- 
                                               19,218            9,086            9,987 
 
 Current assets 
 Trade and other receivables                    2,411            2,635            2,474 
 Current tax assets                                 -                -                - 
 Cash and cash equivalents                      4,326            4,879            5,653 
                                       --------------   --------------   -------------- 
                                                6,737            7,514            8,127 
                                       --------------   --------------   -------------- 
 Total assets                                  25,955           16,600           18,114 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                       7,841            3,166            4,780 
 Current tax liabilities                           39              190              136 
 Financial liabilities                              -               50                - 
  - Borrowings 
                                       --------------   --------------   -------------- 
                                                7,880            3,406            4,916 
 
 Net current assets 
  / (liabilities)                             (1,143)            4,108            3,210 
                                       --------------   --------------   -------------- 
 
 Non-current liabilities 
 Trade and other payables                       3,865            3,073            1,866 
 Financial liabilities 
  - Borrowings                                  2,894              752              752 
 Deferred tax liability                            42                -               42 
                                       --------------   --------------   -------------- 
                                                6,801            3,825            2,660 
 
 Total liabilities                             14,681            7,231            7,576 
                                       --------------   --------------   -------------- 
 Net assets                                    11,274            9,369           10,538 
 
 Shareholders' equity 
 Share capital                                  1,950            1,827            1,932 
 Share premium account                          7,337            5,970            7,097 
 Merger reserve                                 (540)            (540)            (540) 
 Share-based payment 
  reserve                                         329              277              269 
 Retained earnings                              2,198            1,835            1,780 
                                       --------------   --------------   -------------- 
 Total Shareholders' 
  equity                                       11,274            9,369           10,538 
 
 
 
 
 
 
                                Share          Share         Merger    Share-based       Retained          Total 
                              capital        premium        reserve        payment       earnings 
                                                                           reserve 
                              GBP'000        GBP'000        GBP'000        GBP'000        GBP'000        GBP'000 
 Audited balance 
  at 31 October 
  2013                          1,712          4,477          (540)            230          1,407          7,286 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Profit for 
  the period                        -              -              -              -            381            381 
 Other comprehensive 
 income                             -              -              -              -              -              - 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Total comprehensive 
 income                             -              -              -              -            381            381 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Unaudited balance 
  at 30 April 
  2014                          1,712          4,477          (540)            230          1,788          7,667 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 
 Profit for 
  the period                        -              -              -              -            220            220 
 Other comprehensive 
 income                             -              -              -             39              -             39 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Total comprehensive 
 income                             -              -              -              -            220            490 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
                                1,712          4,477          (540)            269          2,008          7,926 
 Issue of share 
  capital                         220          2,620              -              -              -          2,840 
 Dividend                           -              -              -              -          (228)          (228) 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Audited balance 
  at 31 October 
  2014                          1,932          7,097          (540)            269          1,780         10,538 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Profit for 
  the period                        -              -              -             60            418            478 
 Other comprehensive 
 income                             -              -              -              -              -              - 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Total comprehensive 
 income                             -              -              -             60            418            478 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 
 Issue of share 
  capital                          18            240              -              -              -            258 
 Dividend                           -              -              -              -              -              - 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 Unaudited balance 
  at 30 April 
  2015                          1,950          7,337          (540)            329          2,198         11,274 
                         ------------   ------------   ------------   ------------   ------------   ------------ 
 
 
 
 Consolidated Statement of Cash Flows 
                                                Unaudited        Unaudited          Audited 
                                               Six months       Six months           Twelve 
                                                   ending           ending           months 
                                                 30 April         30 April           ending 
                                                                                 31 October 
                                                     2015             2014             2014 
                                   Note           GBP'000          GBP'000          GBP'000 
 Cash flows from operating 
  activities 
 Cash generated from 
  operations                          6               993              930            1,895 
 
 Tax paid                                           (286)            (266)            (314) 
                                           --------------   --------------   -------------- 
 Net cash inflow from 
  operating activities                                707              664            1,581 
                                           --------------   --------------   -------------- 
 Cash flows from investing 
  activities 
 Purchase of property, 
  plant and equipment                                (18)             (71)            (112) 
 
 Purchase of other intangible 
  assets, net of cash                             (4,388)          (1,625)          (2,674) 
 Proceeds from disposals                               34                -                - 
  of other intangible 
  assets 
 Rental Income received                                 4                -               10 
 
 Interest received                                     11                -               15 
                                           --------------   --------------   -------------- 
 Net cash (outflow) from 
  investing activities                            (4,357)          (1,696)          (2,761) 
                                           --------------   --------------   -------------- 
 Cash flows from financing 
  activities 
 Proceeds from issue 
  of shares                                           211            1,621            3,082 
 Share issue costs                                      -             (12)            (242) 
 Issue of unsecured bond                            2,142                -                - 
 Proceeds from borrowings                               -                -                - 
 Repayment of borrowings                                -                -             (50) 
 Interest paid                                       (30)             (32)             (63) 
 Dividends                                              -                -            (228) 
                                           --------------   --------------   -------------- 
 Net cash inflow from 
  financing activities                              2,323            1,577            2,499 
                                           --------------   --------------   -------------- 
 
 Net increase / (decrease) 
 in cash and cash equivalents                     (1,327)              545            1,319 
 Cash and cash equivalents 
  at the beginning of 
  the period                                        5,653            4,334            4,334 
                                           --------------   --------------   -------------- 
 Cash and cash equivalents 
  at the end of the period                          4,326            4,879            5,653 
 
 
 

Notes to the Consolidated Financial Statements

1 General Information

AFH Financial Group Plc is a company incorporated in England and Wales. The Group is principally engaged in the provision of independent financial advice to the retail market

2 Basis of preparation and accounting policies

2.1 Basis of preparation

The interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's financial statements for the year ended 31 October 2014, which were prepared in accordance with International Financial Reporting Standards adopted by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") of the IASB (together "IFRS") as adopted by the European Union, and in accordance with the requirements of the Companies Act applicable to companies reporting under IFRS.

The information relating to the six months ended 30 April 2015 and the six months ended 30 April 2014 is unaudited and does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 October 2014 have been reported on by its auditor and delivered to the Registrar of Companies. The report of the auditor was unqualified and did not draw attention to any matters by way of emphasis, or contain a statement under section 498(2) or (3) of the Companies Act 2006.

2.2 Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 October 2014.

2.3 Basis of consolidation

The interim condensed consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings as at 30 April each year.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

2.4 Key sources of judgements and estimation uncertainty

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amount of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management's best judgement at the date of preparation of the financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The areas where a higher degree of judgement or complexity arises, or where assumptions and estimates are significant to the consolidated financial statements, are discussed below.

Impairment of client portfolios

The Group reviews whether acquired client portfolios are impaired at least on an annual basis. This comprises an estimation of the fair value less cost to sell and the value in use of the acquired client portfolios. In assessing value in use, the estimated future cash flows expected to arise from the individual client portfolios are discounted to their present value over a finite period to calculate the fair value.

The key assumptions used in arriving at a fair value less cost of sale are those around valuations based on multiples of future earnings streams and values based on assets under management. These have been determined by looking at valuations of similar businesses and the consideration paid in comparable transactions.

The carrying amount of client portfolios at 30 April 2015 was GBP 16.9m (2014: GBP 7.6m). No impairments have been made during the period (2014: GBP nil).

Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill has been allocated. In assessing value in use, the estimated future cash flows expected to arise from the cash-generating unit are discounted to their present value using the Group's weighted average cost of capital adjusted for tax.

The carrying amount of goodwill at 30 April 2015 was GBP 2.1m (2014: GBP 2.1m). No impairments have been made during the period (2014: GBP nil).

3 Segmental Analysis

The Board of Directors is considered to be the chief operating decision maker of the Group.

The Board has determined that there is one operating segment based on reports reviewed by the Board that are used to make strategic decisions.

The total revenue of the group for the year has been derived from its principal activity wholly undertaken in the United Kingdom.

4 Business combinations

   (i)           Share Purchase Acquisitions 

Acquisition of Roxborough Consultancy Ltd.

Roxborough Consultancy Ltd was acquired by AFH Group Limited on 30 January 2015 and undertakes the provision of independent financial advice to the retail market.

The acquisition has been accounted for using the acquisition method. The provisional fair value of the identifiable assets and liabilities of Roxborough Consultancy Ltd as at the date of acquisition was:

 
                                    Provisional 
                                     fair value 
                                          to be                      Previous 
                                     recognised     Fair value       carrying 
                                 on acquisition    adjustments          value 
                                    (unaudited)    (unaudited)    (unaudited) 
                                        GBP'000        GBP'000        GBP'000 
-----------------------------  ----------------  -------------  ------------- 
 Client portfolio                           916            916              - 
 Cash at bank                                63              -             63 
 Assets                                     979            916             63 
-----------------------------  ----------------  -------------  ------------- 
 
 Trade and other payables                   (9)              -            (9) 
 Liabilities                                (9)              -            (9) 
-----------------------------  ----------------  -------------  ------------- 
 
 Total identifiable net 
  assets at fair value                      970 
 Total acquisition cost                     970 
-----------------------------  ---------------- 
 
 Analysed as follows: 
 Initial cash consideration                 481 
 Deferred contingent 
  consideration                             435 
 Net assets adjustment 
  to initial consideration                   54 
 Total acquisition cost                     970 
-----------------------------  ---------------- 
 
 
 Cash outflow on acquisition            GBP'000 
-----------------------------  ---------------- 
 
 Cash paid                                  535 
 Cash acquired                             (63) 
 Acquisition costs                            5 
 Net cash outflow                           477 
-----------------------------  ---------------- 
 

The contingent consideration is payable in two payments on 30 March 2016 and 30 March 2017 and subject to an earn-out based on future turnover. The maximum amount payable is GBP970,000.

The post-acquisition revenue for the period ended 30 April 2015 was nil and the post-acquisition profit for the period ended 30 April 2015 was nil as all client portfolios were novated to AFH Independent Financial Services Limited. If the acquisition had taken place on 1 November 2014, management estimate that the revenue would have been GBPnil and there would have been a profit of GBPnil.

Acquisition of K.L. Plester Financial Services Holdings Ltd.

K.L. Plester Financial Holdings Ltd was acquired by AFH Group Limited on 9 February 2015 and undertakes the provision of independent financial advice to the retail market.

The acquisition has been accounted for using the acquisition method. The provisional fair value of the identifiable assets and liabilities of K.L. Plester Financial Services Holdings Ltd as at the date of acquisition was:

 
                                          Provisional 
                                           fair value 
                                                to be                      Previous 
                                           recognised     Fair value       carrying 
                                       on acquisition    adjustments          value 
                                          (unaudited)    (unaudited)    (unaudited) 
                                              GBP'000        GBP'000        GBP'000 
-----------------------------------  ----------------  -------------  ------------- 
 Client portfolio                               1,717          1,717              - 
 Cash at bank                                     115              -            115 
 Assets                                         1,832          1,717            115 
-----------------------------------  ----------------  -------------  ------------- 
 
 Trade and other payables                           -              -              - 
 Liabilities                                        -              -              - 
-----------------------------------  ----------------  -------------  ------------- 
 
 Total identifiable net 
  assets at fair value                          1,832 
 Total acquisition cost                         1,832 
-----------------------------------  ---------------- 
 
 Analysed as follows: 
 Initial cash consideration                       745 
 Deferred contingent consideration                972 
 Net assets adjustment 
  to initial consideration                        115 
 Total acquisition cost                         1,832 
-----------------------------------  ---------------- 
 
 
 Cash outflow on acquisition                  GBP'000 
-----------------------------------  ---------------- 
 
 Cash paid                                        861 
 Cash acquired                                  (115) 
 Acquisition costs                                  - 
 Net cash outflow                                 746 
-----------------------------------  ---------------- 
 

The contingent consideration is payable in two payments on 9 April 2016 and 9 April 2017 and subject to an earn-out based on future turnover. The maximum amount payable is GBP1,832,000.

The post-acquisition revenue for the period ended 30 April 2015 was nil and the post-acquisition profit for the period ended 30 April 2015 was nil as all client portfolios were novated to AFH Independent Financial Services Limited. If the acquisition had taken place on 1 November 2014, management estimate that the revenue would have been GBPnil and there would have been a profit of GBPnil.

Acquisition of Clarendon Financial Solutions Ltd.

Clarendon Financial Solutions Ltd was acquired by AFH Group Limited on 1 April 2015 and undertakes the provision of independent financial advice to the retail market.

The acquisition has been accounted for using the acquisition method. The provisional fair value of the identifiable assets and liabilities of Clarendon Financial Solutions Ltd as at the date of acquisition was:

 
                                          Provisional 
                                           fair value 
                                                to be                      Previous 
                                           recognised     Fair value       carrying 
                                       on acquisition    adjustments          value 
                                          (unaudited)    (unaudited)    (unaudited) 
                                              GBP'000        GBP'000        GBP'000 
-----------------------------------  ----------------  -------------  ------------- 
 Client portfolio                                 461            461              - 
 Tangible assets                                                   -              - 
 Cash at bank                                      50              -             50 
 Assets                                           511            461             50 
-----------------------------------  ----------------  -------------  ------------- 
 
 Trade and other payables                        (28)              -           (28) 
 Liabilities                                     (28)              -           (28) 
-----------------------------------  ----------------  -------------  ------------- 
 
 Total identifiable net 
  assets at fair value                            483 
 Total acquisition cost                           483 
-----------------------------------  ---------------- 
 
 Analysed as follows: 
 Initial cash consideration                       231 
 Deferred contingent consideration                230 
 Net assets adjustment 
  to initial consideration                         22 
 Total acquisition cost                           483 
-----------------------------------  ---------------- 
 
 
 Cash outflow on acquisition                  GBP'000 
-----------------------------------  ---------------- 
 
 Cash paid                                        258 
 Cash acquired                                   (50) 
 Acquisition costs                                  - 
 Net cash outflow                                 208 
-----------------------------------  ---------------- 
 

The contingent consideration is payable in two payments on 17 May 2016 and 17 May 2017 and subject to an earn-out based on future turnover. The maximum amount payable is GBP483,000.

The post-acquisition revenue for the period ended 30 April 2015 was nil and the post-acquisition profit for the period ended 30 April 2015 was nil as all client portfolios were novated to AFH Independent Financial Services Limited. If the acquisition had taken place on 1 November 2014, management estimate that the revenue would have been GBPnil and there would have been a profit of GBPnil.

Acquisition of IFS (UK) Ltd

IFS (UK) Ltd was acquired by AFH Group Limited on 30 April 2015 and undertakes the provision of independent financial advice to the retail market.

The acquisition has been accounted for using the acquisition method. The provisional fair value of the identifiable assets and liabilities of IFS (UK) Ltd as at the date of acquisition was:

 
                                          Provisional 
                                           fair value 
                                                to be                      Previous 
                                           recognised     Fair value       carrying 
                                       on acquisition    adjustments          value 
                                          (unaudited)    (unaudited)    (unaudited) 
                                              GBP'000        GBP'000        GBP'000 
-----------------------------------  ----------------  -------------  ------------- 
 Client portfolio                               4,100          4,100              - 
 Cash at bank                                      85              -             85 
 Trade and other receivables                      495                           495 
 Assets                                         4,680          4,100            580 
-----------------------------------  ----------------  -------------  ------------- 
 
 Trade and other payables                         298                           298 
 Provisions and other 
  payables                                        127                           127 
 Liabilities                                      425              -            425 
-----------------------------------  ----------------  -------------  ------------- 
 
 Total identifiable net 
  assets at fair value                          4,255 
 Total acquisition cost                         4,255 
-----------------------------------  ---------------- 
 
 Analysed as follows: 
 Initial cash consideration                       450 
 Deferred contingent consideration              3,650 
 Net assets adjustment 
  to initial consideration                        155 
 Total acquisition cost                         4,255 
-----------------------------------  ---------------- 
 
 
 Cash outflow on acquisition                  GBP'000 
-----------------------------------  ---------------- 
 
 Cash paid                                        605 
 Cash acquired                                   (85) 
 Acquisition costs                                  - 
 Net cash outflow                                 520 
-----------------------------------  ---------------- 
 

The contingent consideration is payable in three payments on 16 November2015, 31 December 2016 and 31 December 2017 and subject to an earn-out based on future turnover. The maximum amount payable is GBP4,255,000

The post-acquisition revenue for the period ended 30 April 2015 was nil and the post-acquisition profit for the period ended 30 April 2015 was nil as all client portfolios were novated to AFH Independent Financial Services Limited. If the acquisition had taken place on 1 November 2014, management estimate that the revenue would have been GBPnil and there would have been a profit of GBPnil.

All four acquisitions enabled the Group to expand its financial advisory services.

   (ii)          Asset Purchase Acquisitions 

During the period ended 30 April 2015 four asset purchases were undertaken relating to acquired client portfolios. The maximum consideration for these acquisitions amounted to GBP2.3m and the carrying amount and fair value of the net assets acquired were GBP2.3m. Included within the total consideration are amounts relating to contingent consideration of GBP1.1m. The contingent consideration is subject to earn outs based on future turnover over a period up to three year period.

5 Intangible Assets

 
 
                                        Acquired 
                                          client 
                          Goodwill    portfolios     Total 
                           GBP'000       GBP'000   GBP'000 
 Cost 
 At 31 October 2013          2,465         5,428     7,893 
 Additions                       -         1,552     1,552 
 Disposals                       -             -         - 
 Revaluations                    -             -         - 
 
 At 30 April 2014            2,465         6,980     9,445 
 Additions                       -         1,122     1,122 
 Disposals                       -             -         - 
 Revaluations                    -             -         - 
 
 At 31 October 2014          2,465         8,102    10,567 
 Additions                       -         9,583     9,583 
 Disposals                       -          (34)      (34) 
 Revaluations                    -             -         - 
 
 At 30 April 2015            2,465        17,651    20,116 
 
 Amortisation 
 At 31 October 2013            375           142       517 
 Charge for the period           -           161       161 
 
 At 30 April 2014              375           303       678 
 Charge for the period           -           182       182 
 
 At 31 October 2014            375           485       860 
 Charge for the period           -           288       288 
 
 At 30 April 2015              375           773     1,148 
 
 
 
 Net book value 
 
 At 30 April 2015            2,090        16,878    18,968 
 
 At 31 October 2014          2,090         7,617     9,707 
 
 At 30 April 2014            2,090         6,677     8,767 
 
 At 31 October 2013          2,090         5,286     7,376 
 
 
 
 

6 Reconciliation of Operating profit to Net Cash inflow from Operating Activities

 
                                            Unaudited        Unaudited          Audited 
                                           Six months       Six months           Twelve 
                                               ending           ending           months 
                                             30 April         30 April           ending 
                                                                             31 October 
                                                 2015             2014             2014 
                                              GBP'000          GBP'000          GBP'000 
 
 Profit before tax for 
  the period                                      607              537              861 
 
 Adjustments for 
 
 Interest and other investment 
  income                                         (15)                -             (25) 
 Interest expense                                  73               32               63 
 Depreciation, amortisation 
  and impairment                                  336              238              427 
 Equity settled share 
  based expense                                    60               48               39 
 
 Movements in working 
  capital 
 Decrease / (Increase) 
 in trade and other receivables                    63             (10)              151 
 (Decrease) / Increase 
  in trade and other payables                   (131)               85              379 
                                       --------------   --------------   -------------- 
 Cash generated from operations                   993              930            1,895 
 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR EVLFLEDFLBBX

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