TIDMAFHP

RNS Number : 7949M

AFH Financial Group Plc

25 January 2016

AFH Financial Group PLC

("AFH" or the "Group")

AUDITED FINAL RESULTS

Strong results ahead of expectations, dividend increased by 50%

The Directors of AFH (the "Directors"), a leading financial planning led investment management firm, today announces the Group's consolidated audited results for the period ending 31 October 2015 reflecting the continued growth of the Group and resulting in a 50% increased dividend.

Highlights:

-- Progressive dividend policy sees 50% increase of full year dividend to 2.25p per share

-- EBITDA up 115% due to controlled and profitable growth

-- Revenue up 40% to GBP21.0m, exceeding market expectations

-- EPS up 80% to 5.95 pence per share

-- Successful completion of 11 acquisitions with a strong pipeline for the period ahead

-- Well positioned to meet increasing demand and regulatory change

Commenting, John Wheatley, Chairman of AFH, and Alan Hudson, Chief Executive of AFH, said:

"Given the progress made in 2015 and the early months of the 2016 financial year, the Directors view the coming period as providing excellent prospects and look forward to extending AFH's brand, reach and reputation."

Enquiries:

AFH Financial Group PLC 01527 577 775

Alan Hudson, Chief Executive Officer

Paul Wright, Chief Financial Officer

www.afhfinancialgroup.com

Allenby Capital Limited 020 3328 5656

Nick Naylor/Nick Athanas (Nominated Adviser and Broker)

Chris Crawford (Corporate Broking)

Yellow Jersey PR Limited 07768 537 739

Dominic Barretto

Aidan Stanley

Chairman's Report

Business Review

I am pleased to report a successful 2015, following a strong performance during the second half of the year to 31 October 2015. The Company has enjoyed significant increases in both revenue and profitability and continues to provide high quality services to a growing portfolio of clients nationwide.

Our success continues to be built on our belief that a financial planning led approach to the management of our clients' wealth, based on the highly personal face to face relationship between them and our advisers, is key to ensuring that client's interests remain at the centre of our operations. This strategy allows us to identify and plan for our clients' long-term requirements and ambitions before any investment decisions are made. We work with them to structure a portfolio appropriate for their attitude and tolerance to risk. This is then invested, regularly monitored and managed in line with their agreed goals and requirements. Our clients receive a proactive and transparent service all year round, where relationships are built on mutual respect.

At a time when people are living longer and being encouraged by the Government to take greater responsibility for their financial wellbeing, and with current legislation allowing for additional flexibility and choice, the Company believes that long-term demand for personal independent financial advice will continue to grow. With over 150 qualified advisers, AFH is well positioned to meet this increasing need and to benefit from these demographic and regulatory changes.

During the year under review, the Company enjoyed strong revenue growth. This was driven by a significant rise in recurring fee income, which increased our average annualised gross revenue per adviser to GBP143,000. Total revenue for the full year grew by 40% to GBP21.0m with H2 revenue, boosted by acquisitions made during the year. This exceeded expectations set out in the interim report of May 2015, where I indicated that new business revenues had been restrained during H1. This was in part due to our clients deferring pension advice and investment. I am pleased to report that, following the UK General Election in May, the level of new business has increased significantly.

During the year, AFH increased its national footprint by completing 11 acquisitions at an average capped consideration of slightly above GBP1m. Five of these acquisitions were asset purchases, where the client databases and ongoing revenue streams were acquired. The remaining six were acquired by purchasing 100% of the equity shares with a significant proportion of the consideration payable on a deferred basis. Our acquisitions during the period were financed from our continuing positive trading cash flow and from the equity and unsecured loan stock raised by the Company during 2014 and in January and May 2015.

In line with our strategy of controlled and profitable growth, the Company continued to invest in strengthening its management team, with a number of senior appointments. In October 2015 it was announced that Alexis James and Austin Broad, our Heads of Risk and Advice respectively, had joined the main Board. We also invested heavily in our physical and technological infrastructure to support the additional growth planned for 2016 and future years. In September 2015, we increased our office space at AFH House in Bromsgrove by 50%, and during the second half upgraded both our internal IT capacity and our ability to respond to the increasing technology risks currently affecting all businesses.

Financial Results

The Company reported strong growth in 2015, with revenues increasing by 40% to GBP21.0m (2014: GBP15.0m) and EBITDA (net cash generation from trading excluding non cash share based payments) increasing by 115% from GBP1.3m to GBP2.8m. Excluding the GBP240,000 non-recurring cost of operating IFS UK Limited, which was acquired on 30 April 2015, as a separate business during its integration and which was anticipated and reported at the time of the acquisition, EBITDA rose to GBP3.05m. Post tax earnings attributable to shareholders showed a similarly healthy increase from GBP0.6m to GBP1.2m.

Earnings per share increased to 5.95p (2014: 3.31p) as the benefits of AFH's centralised administration for supporting our growing business were recognised.

During 2015, recurring revenue increased to GBP13.6m (2014: GBP8.25m) to represent 65% of total income for the year. The Directors believe this figure confirms the strength of the Company's financial model. Almost 90% of the Company's total ongoing cost base, as at 31 October 2015, was covered by our recurring fees alone, when our 52% average gross margin figure is applied.

Approximately 75% of recurring revenue was generated internally during the year, representing organic growth in excess of 20% on 2014 levels. This reflects our advisers' ability to self-generate business, the benefits of our centralised marketing and our regional and national affinity groups to attract new clients.

The gross margin increased slightly during the year from 51% to 52% and remains comfortably above our benchmark 50% level.

The Company's cost base, excluding depreciation, amortisation and non-cash share-based payments, increased by GBP1.9m to GBP8.2m (2014: GBP6.3m). This comprised of increased staff investment, which represents over 65% of our total expenditure and the infrastructure supporting continued business growth.

At 31 October 2015, the Group held cash and cash equivalents of GBP3.8m (2014: GBP5.7m). During the year the Company raised GBP1.1m from equity and GBP2.1m from the issue of a four year unsecured loan note paying a coupon of 7.5%. The major cash outflows were GBP4.23m in initial and deferred payments for acquisitions purchased in the period 2013 to 2015. The Board believes that all future deferred payments for acquisitions completed during the year will be financed from existing cash resources and revenue generated by those acquisitions during the earn-out periods.

Post year end Share Placing and Subscription

In December 2015, the Company raised GBP6.37m (gross) from institutional and private investors. This was to provide additional capital for acquisitions anticipated to be completed in 2016, and to provide working capital for the enlarged business. I am pleased to welcome a number of new institutional investors as a result of the placing and wish to thank existing shareholders for their continued support.

Dividend

The Directors intend to continue the progressive dividend policy set out in my previous reports, whilst recognising the requirement to maintain sufficient cash within the business to fund the Company's growth strategy. Having considered this in the light of the strong performance during the year under review, the Directors propose a dividend of 2.25p per share, an increase of 50% over the 2015 dividend (1.5p per share). Subject to shareholders' approval at AFH's forthcoming Annual General Meeting, the dividend will be paid on 4th April 2016 to shareholders on the register of members at the close of business on 18th March 2016.

Employees and Advisers

The profitable growth of AFH is due to the hard work and professional approach of our staff and advisers. I would like to formally thank all the team for the contribution they have made to a highly successful year in which we have continued to grow our business profitably. It is our aim to become the employer of choice for staff and to maintain the alignment of interests between our staff and advisers with those of our shareholders. It is in response to the support we receive from our staff that we continue to develop and promote our people from within the Company at every opportunity, so that many key positions are occupied by home grown talent. It is the enthusiasm, dedication and creativity of our staff and advisers that has allowed the Group to continue to deliver according to its strategy each year.

Outlook

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The Directors believe that there is a growing requirement for a professional, financial planning led approach to wealth management delivered by trusted personal advisers. Furthermore they recognise that there is a continuing consolidation of the IFA market at many levels within the sector.

The Company has again proven its ability to increase revenue whilst maintaining consistency in gross margins. This year has seen the early realisation of the benefits of scale and the infrastructure investment made in previous periods. The Company continues to be cash generative, and maintains a strong balance sheet given the current size of its business. The Board believes that it has developed the necessary infrastructure to support its growth plans for 2016 and beyond. The Company will actively continue to seek appropriately priced opportunities during 2016 to generate additional revenue and drive increased profitability.

Given the progress made in 2015 and the early months of the 2016 financial year, the Directors view the coming period as providing excellent prospects and look forward to extending AFH's brand, reach and reputation.

John Wheatley

Chairman

Chief Executive's report

2015 represented a year of further growth for AFH, seen in both new business levels and recurring revenues from our Funds Under Management ("FUM"), which have performed well. The Company continues to take advantage of the acquisition opportunities arising from the consolidation of the IFA sector, alongside our core organic advisory and investment management business. During the year we completed a further 11 acquisitions to extend our national coverage whilst investing heavily in support functions run from our Bromsgrove offices.

Our business is focused on the UK mass affluent market, providing advice to clients in an environment where the State is increasingly passing the responsibility for financial management to individuals. This permits greater choice, but also reduces the involvement and responsibility of the Government. Through our advisers, the Company seeks to build strong long-term relationships with our clients. Our aim is to guide them to achieve their financial goals, and we believe that through face to face advice, supported by a centralised technical and investment team, we are able to provide clients with the most effective outcomes.

The Board believes the strategy of face-to-face financial planning led investment management also delivers benefits to our shareholders. The long-term interaction and trust that such an approach engenders leads to a permanence and continuity of the client relationship with AFH. During 2015, our client retention rate remained above our internal target of 95% and new business inflows reached record levels.

During the year, FUM with ongoing fee agreements in place increased to approximately GBP1.8bn (2014: GBP0.9bn). Whilst almost GBP700m was added as a result of acquisitions during the period, over GBP200m represented inflows from existing and new clients of the core business. Approximately 90% of new business has been placed on our discretionary service, which at the year-end managed over GBP700m.

Adviser numbers increased to 158 as at 31 October 2015 (2014: 136), including both advisers joining from acquisitions and those recruited individually (net of retiring IFAs). As outlined in my last report, the internal market facilitated by the Company continues to offer an opportunity for retiring advisers to realise the growth in the value of their client base, whilst enabling younger advisers within the Group to acquire client portfolios in a transparent and controlled environment. It is expected this will continue to develop further.

In December 2014, the Company announced the issue of a 7.5% unsecured loan note, raising GBP2.14m. By introducing a limited amount of gearing to the Company's balance sheet and using the funds to part-finance the initial payments of our 2015 acquisitions, the Director's have been able to accelerate our acquisition strategy. This has been done with minimal dilution to existing shareholders whilst maintaining a conservative approach to debt financing, which at the year-end remained below 25% of net assets.

Following significant acquisition activity in the first half of the year, including our two largest transactions to date, the board announced in June 2015 that it would focus on integrating the new businesses and developing our management and infrastructure during the second half in preparation for growth in 2016. Since the year-end we have entered into discussions with a number of potential acquisitions. We have identified a strong pipeline of opportunities on which we will begin due diligence during the first six months of 2016.

In December 2015 the Company announced the successful Placing and Subscription for new shares, raising GBP6.37m (gross) to enable the Company to fund the purchase of further IFA businesses and to provide additional working capital for the enlarged Group. This fundraising has brought the Company to the attention of a number of important institutional investors, several of whom I am delighted to welcome as new shareholders. The size and structure of the fund raise, which follows a record financial year and the six month period of integration and preparation for growth in 2016, continues our strategy of maintaining a conservative approach to gearing whilst seeking to enhance Earnings per Share for shareholders in each financial year.

Current year trading

The current year has started in line with trading levels from the second half of 2015. Recurring revenues continue in line with the Directors' expectations, and the Group's acquisition pipeline remains strong. The recently enhanced Group cash reserves, which have risen to over GBP8m, will allow the board to take further advantage of the active M&A market in the IFA sector and deliver on its strategic aims in 2016 and future periods.

Alan Hudson

Chief Executive Officer

AFH FINANCIAL GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 OCTOBER 2015

 
 
                                                                                             2015      2014 
                                                                                  Note    GBP'000   GBP'000 
 
 Revenue                                                                                   20,977    15,037 
 Cost of sales                                                                           (10,009)   (7,326) 
 
 Gross profit                                                                              10,968     7,711 
 Administrative expenses                                                                  (9,213)   (6,811) 
 
 Operating profit                                                                           1,755       900 
 Finance income                                                                                26        25 
 Finance costs                                                                              (187)      (64) 
 
 Profit before tax                                                                          1,594       861 
 Income tax expense                                                                         (421)     (260) 
 
 Profit for the year attributable to owners of the parent                                   1,173       601 
 Other comprehensive income                                                                     -         - 
 
 Total comprehensive income for the year attributable to owners of the parent               1,173       601 
 
 Earnings per share (in pence) 
 Basic                                                                                       5.95      3.31 
 Diluted                                                                                     5.49      3.10 
 
 
 

AFH FINANCIAL GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 OCTOBER 2015

 
 
                                                 2015      2014 
                                       Note   GBP'000   GBP'000 
 Assets 
 Non-current assets 
 Intangible assets                        4    20,902     9,707 
 Property, plant and equipment                    960       279 
 Investments                                        1         1 
 
                                               21,863     9,987 
 Current assets 
 Trade and other receivables              6     4,406     2,474 
 Cash and cash equivalents                      3,766     5,653 
 
                                                8,172     8,127 
 
 Total assets                                  30,035    18,114 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                       8,289     4,780 
 Current tax liabilities                          339       136 
 Financial liabilities - Borrowings                63         - 
 
                                                8,691     4,916 
 Net current (liabilities) / assets             (519)     3,211 
 
 Non-current liabilities 
 Trade and other payables                 8     5,238     1,866 
 Financial liabilities - Borrowings       7     3,432       752 
 Deferred tax liability                            45        42 
 
                                                8,715     2,660 
 Total liabilities                             17,406     7,576 
 
 Net assets                                    12,629    10,538 
 
 Shareholders' equity 
 Share capital                                  2,012     1,932 
 Share premium account                          8,112     7,097 
 Merger reserve                                 (540)     (540) 
 Share-based payment reserve                      384       269 
 Retained earnings                              2,661     1,780 
 
 Total Shareholders' equity                    12,629    10,538 
 
 
 

Approved by the Board of Directors 22 January 2016

AFH FINANCIAL GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

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AS AT 31 OCTOBER 2015

 
 
                                                                             Share-based 
                      Share capital   Share premium   Merger reserve     payment reserve   Retained earnings     Total 
                            GBP'000         GBP'000          GBP'000             GBP'000             GBP'000   GBP'000 
 
 Balance at 1 
  November 2013               1,712           4,477            (540)                 230               1,407     7,286 
 Profit for the 
  year                                                                                39                 601       640 
 Other 
 comprehensive 
 income                                                                                -                   -         - 
 
 Total 
  comprehensive 
  income                                                                              39                 601       640 
 
 
 Issue of share 
  capital                       220           2,620                                                              2,840 
 Dividend                                                                                              (228)     (228) 
 
 Balance at 31 
  October 2014                1,932           7,097            (540)                 269               1,780    10,538 
 
 Profit for the 
  year                                                                               115               1,173     1,288 
 Other 
 comprehensive 
 income                                                                                -                   -         - 
 
 Total 
  comprehensive 
  income                                                                             115               1,173     1,288 
 
 
 Issue of share 
  capital                        80           1,015                                                              1,095 
 Dividend                                                                                              (292)     (292) 
 
 Balance at 31 
  October 2015                2,012           8,112            (540)                 384               2,661    12,629 
 
 
 

AFH FINANCIAL GROUP PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 OCTOBER 2015

 
 
                                                                     2015      2014 
                                                           Note   GBP'000   GBP'000 
 
 Cash flows from/(used in) operating activities 
 Cash generated from operations                               9   (1,035)     1,895 
 Tax paid                                                           (219)     (314) 
 
 Net cash inflow/(outflow) from operating activities              (1,254)     1,581 
 
 Cash flows from investing activities 
 Purchase of property, plant and equipment                          (789)     (112) 
 Purchase of other intangible assets, net of cash                 (3,865)   (2,674) 
 Proceeds from disposals of other intangible assets                    34         - 
 Rental Income received                                                 8        10 
 Interest received                                                     18        15 
 
 Net cash outflow from investing activities                       (4,594)   (2,761) 
 
 Cash flows from financing activities 
 Proceeds from issue of shares                                      1,072     3,082 
 Share issue costs                                                   (24)     (242) 
 Proceeds from borrowings                                           3,342         - 
 Repayment of borrowings                                                -      (50) 
 Interest paid                                                      (137)      (63) 
 Dividends                                                          (292)     (228) 
 
 Net cash inflow from financing activities                          3,961     2,499 
 
 Net increase/(decrease) in cash and cash equivalents             (1,887)     1,319 
 Cash and cash equivalents at the beginning of the year             5,653     4,334 
 
 Cash and cash equivalents at the end of the year                   3,766     5,653 
 
 
 

AFH FINANCIAL GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2015

The following selected notes have been extracted from the Company's audited report and accounts.

   1.       General Information 

AFH Financial Group is a company incorporated in England and Wales under the Companies Act 2006 and is registered at AFH House, Buntsford Drive, Stoke House, Bromsgrove, Worcestershire, B60 4JE.

The Group is principally engaged in the provision of independent financial advice to the retail market.

This financial information has been prepared for the year ended 31 October 2015.

   2.       Revenue and 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 of Independent Financial Advisory services 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.

No customer is defined as a major customer by revenue, contributing more than 10% of the Group revenues (2014 - GBPnil).

   3.       Employees 

Employee costs (including salaried directors) for the Group were as follows:

 
 
                             2015      2014 
                          GBP'000   GBP'000 
 
 Wages and salaries         5,280     3,833 
 Social security costs        509       358 
 Share based payments         116        39 
 
                            5,905     4,230 
 
 
 

The average number of employees (including directors) during the year were as follows:

 
 
                2015     2014 
              Number   Number 
 
 Directors         6        5 
 Office          178      136 
 
 Total           184      141 
 
 
 
   4        Intangible Assets 
 
 
                                      Acquired 
                                        client 
                        Goodwill    portfolios     Total 
                         GBP'000       GBP'000   GBP'000 
 Cost 
 At 1 November 2013        2,465         5,428     7,893 
 Additions                     -         2,674     2,674 
 Disposals                     -             -         - 
 Revaluations                  -             -         - 
 
 At 31 October 2014        2,465         8,102    10,567 
 Additions                     -        11,959    11,959 
 Disposals                     -             -         - 
 Revaluations                  -             -         - 
 
 At 31 October 2015        2,465        20,061    22,526 
 
 Amortisation 
 At 1 November 2013          375           142       517 
 Charge for the year           -           343       343 
 
 At 31 October 2014          375           485       860 
 Charge for the year           -           764       764 
 
 At 31 October 2015          375         1,249     1,624 
 
 Net book value 
 
 At 31 October 2015        2,090        18,812    20,902 
 
 At 31 October 2014        2,090         7,617     9,707 
 
 
 

Goodwill believed to have an indefinite useful life is carried at cost. The determination of whether goodwill is impaired requires an assessment of the fair value less cost to sell. The recoverable amount of goodwill on a fair value less costs to sell calculation is based on the discounted cash flows expected from the intangible assets of each acquisition, assuming no future growth in revenue generated cash flows, discounted at an implied factor of 10%. On this basis the directors believe the value of goodwill is not impaired at 31 October 2015.

   5        Business combinations 
   (i)       2015 Acquisitions 
   a.       Share purchase 

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 
                                        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 

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-----------------------------  ---------------- 
 

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 GBP916k

The post-acquisition revenue for the period ended 31 October 2015 was nil and the post-acquisition profit for the period ended 31 October 2015 was GBPnil 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.

   5        Business combinations (continued) 

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 
                                              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) 
 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 GBP1,717k

The post-acquisition revenue for the period ended 31 October 2015 was nil and the post-acquisition profit for the period ended 31 October 2015 was GBPnil 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.

   5        Business combinations (continued) 

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 
                                              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) 
 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 GBP461k

The post-acquisition revenue for the period ended 31 October 2015 was GBPnil and the post-acquisition profit for the period ended 31 October 2015 was GBPnil 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.

   5        Business combinations (continued) 

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 
                                              GBP'000        GBP'000     GBP'000 
-----------------------------------  ----------------  -------------  ---------- 
 Client portfolio                               2,750          2,750           - 
 Trade and other receivables                      511              -         511 
 Cash at bank                                      71              -          71 
 Assets                                         3,332          2,750         582 
-----------------------------------  ----------------  -------------  ---------- 
 
 Trade and other payables                         147              -         147 
 Provisions and other 
  payables                                        259              -         259 
 Liabilities                                      406              -         406 
-----------------------------------  ----------------  -------------  ---------- 
 
 Total identifiable net 
  assets at fair value                          2,926 
 Total acquisition cost                         2,926 
-----------------------------------  ---------------- 
 
 Analysed as follows: 
 Initial cash consideration                       450 
 Deferred contingent consideration              2,300 
 Net assets adjustment 
  to initial consideration                        176 
 Total acquisition cost                         2,926 
-----------------------------------  ---------------- 
 
 Cash outflow on acquisition                  GBP'000 
-----------------------------------  ---------------- 
 
 Cash paid                                        450 
 Cash acquired                                   (71) 
 Net cash outflow                                 379 
-----------------------------------  ---------------- 
 

The contingent consideration is payable in three payments on 16 November 2015, 31 December 2016 and 31 December 2017 and subject to an earn-out based on future turnover. The maximum amount payable is GBP4,100k

The post-acquisition revenue for the period ended 31 October 2015 was GBP1.7m and the post-acquisition profit for the period ended 31 October 2015 was GBP180k. If the acquisition had taken place on 1 November 2014, management estimate that the revenue would have been GBP3.4m and there would have been a profit of GBP250k.

   5        Business combinations (continued) 

Davisons Financial Management Limited

Davisons Financial Management Limited was acquired by AFH Group Limited on 31 July 2015 and undertakes the provision of independent financial advice to the retail market.

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