MORTGAGE ADVICE BUREAU (HOLDINGS)
PLC
("MAB" or "the Group")
24 September 2024
Interim Results for the six months
ended 30 June 2024
Mortgage Advice Bureau (Holdings)
plc (AIM: MAB1.L) is pleased to announce its interim results for the six months ended 30 June
2024.
Financial summary
|
H1
2024
|
H1
2023
|
Change
|
Revenue
|
£123.9m
|
£117.5m
|
+5.4%
|
Gross
profit
|
£37.7m
|
£32.9m
|
+14.5%
|
Gross
profit margin
|
30.4%
|
28.0%
|
+2.4pp(1)
|
Adjusted
EBITDA*
|
£13.8m
|
£10.5m
|
+31.3%
|
Adjusted
EBITDA margin*
|
11.1%
|
8.9%
|
+2.2pp(1)
|
Adjusted
profit before tax*
|
£12.3m
|
£8.8m
|
+39.9%
|
Statutory
profit before tax
|
£6.2m
|
£7.6m
|
-17.9%
|
Adjusted
profit before tax margin*
|
9.9%
|
7.5%
|
+2.4pp(1)
|
Reported
profit before tax margin
|
5.0%
|
6.4%
|
-1.4pp(1)
|
Adjusted
fully diluted EPS*
|
14.8p
|
11.8p
|
+25.8%
|
Basic
EPS
|
6.5p
|
11.3p
|
-42.3%
|
Adjusted
cash conversion*
|
119%
|
131%
|
-12pp(1)
|
Interim
dividend
|
13.4p
|
13.4p
|
-
|
Highlights
●
Adjusted PBT was up 39.9% to £12.3m (1H 2023:
£8.8m)
●
Market share of new mortgage
lending(2) up to 8.2% (H1
2023: 8.1%)
●
Gross mortgage completions(2)
(including product transfers) flat at £12.1bn (H1 2023:
£12.1bn)
● Gross new mortgage completions(2) (excluding
product transfers) up 1.3% to £9.1bn (H1 2023: £9.0bn)
●
Mainstream adviser(3) numbers down
0.7% to 1,908 (H1 2023: 1,921), however the
number of mainstream advisors post-period end has grown to 1,945 as
at 20 September 2024.
●
Revenue per mainstream adviser(3) up
9.2% to £65.3k on H1 2023
* In addition to statutory
reporting, MAB reports alternative performance measures ("APMs")
which are not defined or specified under the requirements of
International Financial Reporting Standards ("IFRS"). The Group
uses these APMs to improve the comparability of information between
reporting periods, by adjusting for certain items which impact upon
IFRS measures, to aid the user in understanding the activity taking
place across the Group's businesses. APMs are used by the Directors
and management for performance analysis, planning, reporting and
incentive purposes. A summary of APMs used and their closest
equivalent statutory measures is given in the Glossary of
Alternative Performance Measures.
Peter Brodnicki, Chief Executive,
commented:
"The first few months of 2024
started well as mortgage rates edged down ahead of expected base
rate cuts and a more stable political outlook. When it became clear
those cuts were not imminent, lenders adjusted their mortgage rates
back up and the increased activity we saw started to tail off
towards the end of Q1.
Re-financing and purchase activity
remained subdued for the rest of H1 ahead of the general election.
Having now seen the first of a number of expected base rate cuts,
activity levels are starting to gradually build again and we expect
momentum to continue.
Against this backdrop I am very
pleased with the progress MAB continues to make in a year that
mortgage volumes are likely to be at very similar levels to
2023.
MAB's investment in technology and
AI remains a strategic priority as we shape the business for strong
and sustainable growth, while further increasing our operational
resilience. Significant progress continues to be made in terms of
lead generation, which is becoming an increasingly major
differentiator, and will support our strategy to help scale firms
and increase adviser productivity.
Our adviser numbers have started
to pick up since the period end and we expect to deliver further
growth this year as new ARs are recruited into MAB and our existing
ARs start growing adviser numbers again after a sustained period of
market-induced consolidation.
We expect to see record years in
terms of re-financing activity in 2025/2026 and it is very
encouraging to have a new government that is so focused on
housebuilding and other initiatives that will bring a tail wind to
MAB and our market."
Current Trading and Outlook
MAB's written new case numbers are
11% up in July and August compared to last year. The Group
continues to trade in line with
expectations with this pick-up in activity
expected to continue in the final quarter of this year.
A significant amount of mortgage
re-financing has been delayed for several months and we expect
August's Bank of England rate cut - and the prospect of further
cuts - to foster a more active refinancing market, as well as a
gradual recovery in the number and make-up of housing
transactions.
As expected, 2024 is shaping up to
be a year of stability, following a highly challenging 2023.
Our targeted investments in lead generation and customer retention
put MAB in a strong position to capitalise on the growing market
momentum, both in the latter part of this year and into
2025.
Enquiries:
|
|
Mortgage
Advice Bureau (Holdings) Plc
Peter
Brodnicki - Chief Executive Officer
Ben
Thompson - Deputy Chief Executive Officer
Emilie
McCarthy - Chief Financial Officer
|
+44 (0)1332 525 007
|
Nominated
Adviser and Joint Broker:
|
|
Deutsche
Numis
Daniel
Werchola / Giles Rolls
|
+44 (0)20 7260 1000
|
Joint
Broker:
|
|
Peel Hunt
LLP
Andrew
Buchanan / Mike Burke
|
+44 (0)20 7418 8900
|
Media
enquiries: investor.relations@mab.org.uk
|
|
Analyst
presentation
|
|
There will be an in-person analyst
presentation to discuss the results at 9:30am today.
Those analysts wishing to attend
are asked to contact investor.relations@mab.org.uk.
If you are unable to attend in person, but would
like to join virtually, please contact IR for details.
Copies of this interim results
announcement are available at www.mortgageadvicebureau.com/investor-relations
The information contained within
this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
(1) Percentage points.
(2) Based
on first charge mortgage completions,
secured personal loans (second charge mortgages), later life
lending mortgages and bridging finance.
(3) Excludes directly authorised advisers, later life advisers
without a mortgage and protection license, and advisers in the
process of being onboarded who are not yet able
to trade.
Chief Executive's Review
The year started well with lower
mortgage rates and the expectation of rate cuts through 2024. The
subsequent pushing out of rate cut expectations delayed a sustained
pick up in purchase and refinance activity in H1, with gross new
mortgage completions in the UK up just 1.5% in the period to
£111.1bn.
Against this backdrop, MAB
delivered a creditable 5% growth in first charge purchase lending
completions by value compared to H1 2023.
Purchase completions represented 47% of lending value (H1
2023: 46%) with refinance at 53% (H1 2023: 54%).
Although refinancing activity was
still quite buoyant, numbers were lower than in the equivalent
period last year, as borrowers hoped for further rate reductions
and opted to delay switching. Gross UK remortgage lending was down
8%, and down 2% for product transfers. MAB's remortgage and product
transfer completions by lending value were down 1% and 6%
respectively.
MAB's market share of new mortgage
lending in the first half increased to 8.2% (H1 2023: 8.1%).
Following the period end, adviser numbers have started to pick up
again, and we expect further momentum in the remainder of this year
as new ARs are recruited into MAB, our AR partners recommence their
growth plans as the market gradually recovers and
MAB's maturing lead generation initiatives support an increasing
number of firms to expand.
Continued investment in technology
and lead flow means the Group is constantly
improving its resilience, efficiency and ability to diversify. MAB
is in an increasingly strong position to drive growth in all
market conditions. Our focus is also on delivering a future proofed
business model that recognises how customers will want to research,
receive advice, and transact. Putting MAB in an increasingly strong
position to drive growth in all market conditions. MAB can and will
play a major part in shaping an evolving landscape for
intermediaries. How we achieve our growth is as important, if not
more important than the pace of growth itself. This clear and
deliberate strategy defines MAB and will uniquely position the
business to capitalise on the significant and increasing
opportunities we generate.
In May 2024, MAB bought the
remaining 20% stake in First Mortgage Direct, a business where
profitability has grown by over 250% since our initial investment
in 2019. Our most recent acquisition, Fluent, is strategically
important in broadening MAB's route to market through Price
Comparison Websites ("PCW") and other major national lead sources.
With a better-balanced cost base, the underlying business generated
a strong adjusted PBT in H1 2024 and is well-positioned for a
further recovery in revenue and profits in the second half of the
year and into 2025.
Lead generation and lifetime
customer value
MAB's success has been built on
being the leader in providing an exceptional service to introducer
lead sources and their customers. Further investment in early
customer capture and nurture, data analytics and customer profiling
are helping us build a better understanding of our existing and
future customers and how to best service their requirements to
generate a greater lifetime value.
This learning is driving the
development of our customer and broker platform and our apps and
tools, whilst shaping our entire customer engagement strategy.
These optimisations are already showing early signs of the size of
the opportunity we have, including an increasing number of customer
referrals from our existing lead channels, supporting the
conversion of all leads, and identifying a demand for additional
products and services.
MAB's client bank and related
retention opportunities grow year after year, as MAB and its ARs
continue to generate new lead flows. Although we are in the early
stages of implementation, we are entering an exciting period as we
layer additional opportunities to attract potential customers to
MAB.
Our acquisition of Fluent has
added PCWs and other major national lead sources to MAB's market
leading position in the estate agency and new build
sectors.
Although MAB is the market leader
in customer acquisition and fulfilment from local and national
leads sources, we also support our ARs in optimising direct
customer engagement and acquisition through organic website traffic
and social media.
Lead generation - whether that be
new customers, retaining customers, or increasing the lifetime
value of a customer - is the major and increasing differentiator
for MAB that drives adviser and AR growth, performance, and
retention. Technology and Artificial Intelligence (AI) are likely
to have an increasing impact on how we acquire, retain, and build
extended value for our customers and for MAB, its ARs and their
advisers. Accordingly, continued investment in these areas remains
a priority, regardless of market conditions, and will continue to
underpin our strategy for strong market share and profit
growth.
Leveraging existing associates
and subsidiaries
Our subsidiaries and associates
have strengthened their businesses and are in a good position to
capitalise on a recovering market and make a stronger contribution
to the Group's overall performance.
On 29 May 2024, MAB exercised its
option to purchase the remaining 20% stake in First Mortgage Direct
("FMD") for a total consideration of £9.4m payable as £2.4m of cash
consideration and £7.0m of new shares in MAB. Since MAB's original
investment in 2019, FMD
has increased profit before tax by
over 250%. FMD is now preparing for an accelerated UK
expansion.
Management completed the project
to right-size the cost base of Fluent in H1 2023, leading to gross
profit margin increasing to 32.5% (H1 2023: 21.7%) and Fluent
making a positive profit contribution in H1 2024. With a
better-balanced cost base, new lead sources and processes, and a
strengthened management team, the business is well-positioned for
continued recovery and growth into 2025.
We expect strong performance from
all our subsidiaries and associates in 2025/26, and we have plans
to scale a number of them significantly.
Technology, Automation and AI
Whilst others move away from
in-house solutions, technology remains central to our strategy and
our investment in our MIDAS Platform, our proprietary technology
platform, will continue at the levels required to ensure we are
always in the strongest possible position to optimise operational
efficiency and drive revenue growth from new lead flow, lead
nurture, customer retention, adviser productivity and customer
lifetime value.
Our strategy is to continue
developing our system, to provide a best-in-class experience for
our firms and improve the customer journey. To this end, management
is currently reviewing whether the historic accounting policy to
fully expense these costs appropriately reflects the expected
future economic benefit associated with the ongoing
investment.
We are committed to maintaining
differentiation through the technological advantage our MIDAS
Platform gives us, and our roadmap now incorporates enhanced
functionality through the adoption of AI. As with our MIDAS
Platform development, automation and AI will significantly
contribute to our growth plans and operational efficiency across
all areas of the business, as well as future proof our business
model and cement our leadership position in the intermediary
sector.
FCA Regulation
Consumer Duty
The Financial Conduct Authority's
("FCA") Consumer Duty rules require all regulated firms to consider
the needs, characteristics, and objectives of their customers, and
to ensure they are always acting to consider and deliver the right
outcome for customers.
The requirements also include the
need to show consideration, flexibility and attention to customers
with characteristics of vulnerability. The Consumer Duty sets clear
standards of consumer protection across financial services and
requires all firms to put the needs of their customers first, and
central to all they do.
Consumer Duty rules have now been
in place for more than a year, all regulatory deadlines have been
met and the requirements are embedded into all MAB's activities and
owned by senior leaders across the business. This helps us to
ensure that good customer outcomes are always considered as a
matter of course.
Pure Protection - Market Study
In August 2024 the FCA announced a
market study into the Distribution of Pure Protection Products to
Retail Customers. Good customer outcomes have always been, and
continue to be, central to MAB's strategy and culture, and we see
this as a positive initiative for the market and that clearer
governance is complementary and supportive of our objectives as a
Group.
As with Consumer Duty, we agree
with the raising of standards across our sector, and that through
raising the bar, in the medium to longer term this only accelerates
the need for, and the pace of, market consolidation.
We will ensure that MAB continues
to be optimally positioned firstly to continue doing the right
thing by customers, but also to maximise this market consolidation
opportunity.
Resilient Homes
At MAB we serve a genuine social
purpose, helping people to move home, improve their homes, and be
protected as best they can be when things go wrong. 2050 net zero
ambitions give MAB more relevance and social purpose in helping our
stakeholders make more sustainable decisions.
This year, MAB became the UK's
first intermediary group to launch an initiative to connect
customers with the means to improve the energy efficiency of their
properties through the mortgage journey. 11.5m owner occupied homes
in the UK have an EPC rating of D or worse and retrofitting
(insulation, solar panels, smart meters, double glazing) plays a
crucial role in improving the energy efficiency of the country's
existing housing stock.
Partnering with Effective Energy
Group, Resilient Homes is an end-to-end process that
enables customers to quickly and easily assess
potential cost savings and connect customers to
credible suppliers with built-in financial advice via MAB. We
expect this initiative to benefit customers (access to cheaper
finance, reduced energy bills) and advisers (competitive
advantage), as well as mortgage lenders (de-risking of
book).
Resilient Homes is a significant
USP in our AR proposition, and as with everything else MAB does, we
are leading from the front with this initiative that further
enhances our customer relationships, and opens the door to many new
ones, not least of which those 11.5m customers that will at some
stage need to invest in improving their homes, many of whom will
need mortgage advice.
Board changes
Non-executive chair
Mike Jones became Chair of the
Company with effect from 22 May 2024. Mike joined the Board in
March 2021 and has chaired the Group Risk Committee since November
2022. Mike also chairs the nomination committee. He succeeds
Katherine Innes Ker, who retired from the Board having served as
Chair since the IPO in 2014.
Chief Financial Officer
Emilie McCarthy became Chief
Financial Officer of the Company with effect from 22 May 2024.
Emilie succeeds MAB's previous CFO, Lucy Tilley.
Non-Executive Director
Rachel Haworth became an
independent Non-Executive Director of the Company with effect from
1 May 2024. Rachel chairs the Remuneration Committee and also
serves on the Audit, Nomination and Group Risk
Committees.
(1) First
charge mortgage completions, excluding secured personal loans
(second charge mortgages), later life lending mortgages and
bridging finance.
Market review
Gross new mortgage
completions(1) across the wider market nudged up 1% at
£111.1bn (H1 2023: £109.5(2)).
This follows 2023 when new mortgage completions were down 29% in
the aftermath of the UK's 'mini-budget'.
The purchase segment was up 8%,
indicating some release of pent-up demand, but the re-mortgaging
segment was down 8% as refinancing decisions continued to be
deferred.
UK Gross new mortgage lending by
segment, £bn
|
H1 2024
|
H1 2023
|
%
|
Residential purchase
|
60.1
|
55.5
|
+8%
|
Buy-to-let purchase
|
4.4
|
4.4
|
-
|
Purchase segment
|
64.5
|
59.9
|
+8%
|
Residential re-mortgage
|
31.0
|
34.9
|
-11%
|
Buy-to-let re-mortgage
|
11.1
|
10.8
|
+3%
|
Re-mortgage segment
|
42.1
|
45.7
|
-8%
|
|
|
|
|
Other
|
4.5
|
3.9
|
+15%
|
Total
|
111.1
|
109.5
|
+1%
|
Source: UK Finance
http://www.rns-pdf.londonstockexchange.com/rns/3410F_1-2024-9-24.pdf
Source: UK Finance
UK property transactions were
broadly flat in H1 2024 compared to H1 2023. This is consistent
with new mortgage lending. Average house prices were 1% higher in
H1 2024 than H1 2023.
http://www.rns-pdf.londonstockexchange.com/rns/3410F_2-2024-9-24.pdf
Source: UK Finance
The share of UK residential
mortgage transactions via intermediaries (excluding Buy to Let,
where intermediaries have a higher market share, and Product
Transfers where intermediaries have a lower market share) remains
at 87% (H1 2023: 87%), with customers increasingly needing choice,
advice and support in a complex and uncertain macro environment. We
expect this increased intermediary market share to remain stable.
UK Finance's and the Intermediary Mortgage Lenders Association's
latest estimates of gross new mortgage lending for 2024, published
in December 2023, are £215bn and £205bn, down 4% and 8%
respectively compared to 2023, which itself was down 28% on
2022. The latest market data indicates
that actual numbers may end up slightly higher than these
forecasts.
(1) First
charge mortgage completions, excluding secured personal loans
(second charge mortgages), later life lending mortgages and
bridging finance.
(2) UK
Finance regularly updates its estimate of gross new mortgage
lending, and previously reported £110.5bn at the time of our 2023
interim results.
Financial review
We measure the development,
performance, and position of our business against several key
indicators.
http://www.rns-pdf.londonstockexchange.com/rns/3410F_3-2024-9-24.pdf
Revenue
Group revenue increased by 5.4% to
£123.9m (H1 2023: £117.5m) despite the average number of
mainstream(1) advisers in the first half dipping 3.5% to
1,898 (H1 2023: 1,966). Revenue per mainstream adviser increased by
9.2% to £65.3k, reflecting a lower proportion of new advisers in
the period and a slightly higher rate of protection
attachment.
The Group continued to generate
revenue from three core areas, as set out below.
Income source (£m)
|
H1 2024
|
H1 2023
|
Change
|
Mortgage
procuration fees
|
48.8
|
48.4
|
+0.8%
|
Protection and General Insurance Commission
|
48.8
|
44.9
|
+8.6%
|
Client
Fees
|
24.0
|
21.9
|
+9.5%
|
Other
Income
|
2.4
|
2.3
|
+4.6%
|
Total
|
123.9
|
117.5
|
+5.4%
|
Mortgage procuration fees
increased by 0.8% reflecting a stable outturn for net mortgage
completions by value. We have seen improved protection volumes as
our advisors focus on improving customer outcomes by aiding them to
better protect the biggest investment of their life, their home.
The resulting impact has led to higher protection volumes and
attachment rate to mortgages resulting in 8.6% growth in protection
and GI revenue in H1 2024 compared to H1 2023.
Client fees increased by 9.5% in
the first half due to growth in the overall number of more complex
specialist mortgages leading to a higher attachment rate of client
fees.
The proportion of revenue derived
from each of the Group's core revenue streams has remained
consistent, with the movements reflecting the change in
the banked mortgage mix during the
period.
Income source
|
H1 2024
|
H1 2023
|
Mortgage
Procuration Fees
|
39%
|
41%
|
Protection and General Insurance Commission
|
39%
|
38%
|
Client
Fees
|
19%
|
19%
|
Other
Income
|
3%
|
2%
|
Total
|
100%
|
100%
|
The Group's business mix
is little changed compared to H1 2023,
purchase market activity is at 53% (H1 2023: 52%) of lending by
value with product transfers remaining consistent at 17% (H1 2023:
17%). Remortgage business nudged down to 30% (H1 2023: 31%) due to
clients delaying remortgage activities in anticipation of more
favourable rates.
Business mix by lending
value (%)
|
H1 2024
|
H1 2023
|
Change
|
Purchase
|
53%
|
52%
|
+0.8pp
|
Remortgage
|
30%
|
31%
|
-1.2pp
|
Product
transfer
|
17%
|
17%
|
+0.4pp
|
Total
|
100%
|
100%
|
|
Gross profit and Gross Profit margin
Gross profit for the period
increased 14.5% to £37.7m (H1 2023: £32.9m), with the margin
increasing to 30.4% (H1 2023: 28.0%). The gross margin has improved
from a combination of an increased protection attachment rate and
improved performance at Fluent.
Fluent undertook a right-sizing of
the cost base in H1 2023, reducing the number of advisers due to
market conditions following the 2022 'mini-budget'. This initiative
has led to a double-digit Gross Margin improvement in Fluent to
32.5% in H1 2024 (H1 2023: 21.7%).
Administrative expenses
Group administrative expenses
increased by £1.7m (+7.4%) to £25.5m, with a marginal increase in
the administrative expense ratio to 20.5% (H1 2023: 20.2%). MAB
continues to invest in the business to drive growth, and
specifically in its technology platform and marketing team through
a mix of employee and third-party costs, which we expect to drive
enhanced lead generation opportunities and future revenue growth.
All development work on our proprietary MIDAS platform continues to
be fully expensed, although management is reviewing whether this
policy duly reflects the expected future economic benefits
associated with this ongoing investment.
The Group expects to continue to
benefit from the relatively fixed cost nature of much of its cost
base, where those costs typically rise at a slower rate than
revenue, with some anticipated benefits from operational leverage
as the Group grows.
Adjusted EBITDA and margin
Adjusted EBITDA* was up
31.3% to £13.8m (H1 2023: £10.5m), with the margin thereon of 11.1%
(H1 2023: 8.9%) reflecting a higher gross profit margin together
with growth in Fluent.
Adjusted profit before tax and margin
Adjusted PBT* was up
39.9% to £12.3m (H1 2023: £8.8m), with the margin thereon being
9.9% (H1 2023: 7.5%). Finance income of £0.3m (H1 2023: £0.1m)
reflects the higher interest rates that prevailed during the
period, and the interest income accrued or received on loans to
associates and other appointed representatives. Finance expense of
£1.0m (H1 2023: £1.1m) includes a £0.3m
(H1 2023: £0.4m) charge relating to the unwinding of the redemption
liability of the Fluent and Auxilium Option.
Earnings per share
Adjusted fully diluted earnings
per share* was 14.8p (H1 2023: 11.8p). Basic earnings
per share fell to 6.5p (H1 2023: 11.3p) primarily due to the
recognition of £1.1m loss on remeasurement of the redemption
liability (H1 2023: £3.5m gain). The effective tax rate on adjusted
profit before tax* increased to 24.7% (H1 2023: 20.6%),
primarily due to the increase in the prevailing UK corporation tax
rate from 1 April 2023.
Dividend
The Board is pleased to confirm an
interim dividend of 13.4p per share (H1 2023: 13.4p) reflecting the
Group's policy to pay dividends reflecting a minimum pay-out ratio
of 75% of the Group's annual adjusted post-tax and minority
interest profits. This represents a cash outlay of £7.8m (H1 2023:
£7.7m). Following payment of the dividend, the Group will continue
to maintain significant surplus regulatory reserves.
The interim dividend will be paid
on 1 November 2024, shares will trade ex-dividend from 3 October
2024 and the record date will be 4 October
2024.
Adjusted cash conversion
Adjusted cash conversion* was 119%
in H1 2024 (H1 2023: 131%), consistent with the range of recent
years (H1 2022: 124% and H1 2021: 120%.)
The following table demonstrates
how cash generated from operations was applied:
|
£m
|
Unrestricted bank balances at the
beginning of the year
|
3.0
|
Cash generated from operating
activities excluding movements in restricted balances and dividends
received from associates
|
14.1
|
Dividends received from
associates
|
0.2
|
Dividends paid
|
(8.4)
|
Dividends paid to minority
interest
|
(0.2)
|
Tax paid
|
(3.3)
|
Proceeds from
borrowings
|
3.4
|
Net interest paid and principal
element of lease payments
|
(0.9)
|
Acquisition of minority interest
in subsidiaries
|
(2.3)
|
Capital expenditure
|
(0.7)
|
Unrestricted bank balances at the
end of the year
|
4.9
|
|
|
Unrestricted cash balances
/ (net debt)
As at 30 June 2024, the Group had
drawn down £6.9m on the revolving credit facility (£15m available),
in addition to a remaining balance of £14.4m on the term loan
undertaken to fund the Fluent acquisition (£20m at acquisition),
and had £0.4m of accrued interest net of prepaid loan arrangement
fees. Net debt (adjusting only for unrestricted cash balances of
£4.9m) was £16.7m.
Since the period end the Group has
been highly cash generative, as at 20 September 2024 our net debt
position improved to £6.7m owed with £1.0m currently drawn on the
RCF.
Capital adequacy
The Group's regulatory capital
requirement represents 2.5% of regulated revenue and totalled £5.8m
at 30 June 2024 (H1 2023: £5.6m), with the Group reporting a
surplus of £24.3m (H1 2023: £23.4m).
* In addition to statutory
reporting, MAB reports alternative performance measures ("APMs")
which are not defined or specified under the requirements of
International Financial Reporting Standards ("IFRS"). The Group
uses these APMs to improve the comparability of information between
reporting periods, by adjusting for certain items which impact upon
IFRS measures, to aid the user in understanding the activity taking
place across the Group's businesses. APMs are used by the Directors
and management for performance analysis, planning, reporting and
incentive purposes. A summary of APMs used and their closest
equivalent statutory measures is given in the Glossary of
Alternative Performance Measures.
(1) Excludes directly authorised advisers, MAB's later life
advisers and advisers from associates in the process of being
onboarded under MAB's AR arrangements. Includes Fluent's second
charge, later life and bridging advisers who have a higher revenue
per adviser than first charge advisers.
Cautionary Statement
Certain statements included or
incorporated by reference within this announcement may constitute
"forward-looking statements" in respect of the Group's operations,
performance, prospects and/or financial condition. Forward-looking
statements are sometimes, but not always, identified by their use
of a date in the future or such words and words of similar meaning
as "aims", "anticipates", "believes", "continues", "could", "due",
"estimates", "expects", "goal", "intends", "may", "objectives",
"outlook", "plans", "potential", "probably", "project", "seeks",
"should", "targets", or "will" or, in each case, their negative or
other variations or comparable terminology.
By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
and actual results or events may differ materially from those
expressed or implied by those statements. Accordingly, no assurance
can be given that any particular expectation will be met and
reliance should not be placed on any forward-looking statement.
Additionally, forward-looking statements regarding past trends or
activities should not be taken as a representation that such trends
or activities will continue in the future. Except as required by
applicable law or regulation, no responsibility or obligation
is accepted to update or revise any
forward-looking statement resulting from new information, future
events or otherwise. Nothing in this announcement should be
construed as a profit forecast.
This announcement does not
constitute or form part of any offer or invitation to sell, or any
solicitation of any offer to purchase any shares or other
securities in the Company, nor shall it or any part of it or the
fact of its distribution form the basis of, or be relied on in
connection with, any contract or commitment or investment decisions
relating thereto, nor does it constitute a recommendation regarding
the shares or other securities of the Company. Past performance
cannot be relied upon as a guide to future performance and persons
needing advice should consult an independent financial adviser
authorised under the Financial Services and Markets Act 2000 (as
amended). Statements in this announcement reflect the knowledge and
information available at the time of its preparation. Liability
arising from anything in this announcement shall be governed by
English law. Nothing in this announcement shall exclude any
liability under applicable laws that cannot be
excluded in accordance with such
laws.
INDEPENDENT REVIEW REPORT TO MORTGAGE ADVICE BUREAU
(HOLDINGS) PLC ("the
Company")
Conclusion
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024 is not prepared, in all material
respects, in accordance with UK adopted International Accounting
Standard 34 and the London Stock Exchange
AIM Rules for Companies.
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 June 2024
which comprises the interim condensed consolidated statement of
financial position, interim condensed consolidated statement of
comprehensive income, interim condensed consolidated statement of
changes in equity, interim condensed consolidated statement of cash
flows and related explanatory notes that have been
reviewed.
Basis for conclusion
We conducted our review in
accordance with Revised International Standard on Review
Engagements (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" ("ISRE (UK)
2410 (Revised)"). A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
As disclosed in note 1, the annual
financial statements of the group are prepared in accordance with
UK adopted international accounting standards. The condensed set of
financial statements included in this half-yearly financial report
has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately
disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410
(Revised), however future events or conditions may cause the group
to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for
preparing the half-yearly financial report in accordance
with
the London Stock Exchange AIM
Rules for Companies which require that the
half-yearly report be presented and prepared in a form consistent
with that which will be adopted in the Company's annual accounts
having regard to the accounting standards applicable to such annual
accounts.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic
alternative but to do so.
Auditor's responsibilities for the review of the financial
information
In reviewing the half-yearly report,
we are responsible for expressing to the Company a conclusion on
the condensed set of financial statement in the half-yearly
financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for
Conclusion paragraph of this report.
Use of our report
Our report has been prepared in
accordance with the terms of our engagement to assist the Company
in meeting the requirements of the
rules of the London
Stock Exchange AIM Rules for Companies for
no other purpose. No person is entitled to rely on this
report unless such a person is a person entitled to rely
upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised
to do so by our prior written consent. Save as above, we do
not accept responsibility for this report to any other person or
for any other purpose and we hereby expressly disclaim any and all
such liability.
BDO LLP
Chartered Accountants
London, UK
23 September 2024
BDO LLP is a limited liability
partnership registered in England and Wales (with registered number
OC305127).
Interim condensed consolidated
statement of comprehensive income for the six months ended 30 June
2024
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
|
Note
|
£'000
|
£'000
|
Revenue
|
2
|
123,933
|
117,545
|
Cost of
sales
|
3
|
(86,219)
|
(84,601)
|
Gross profit
|
|
37,714
|
32,944
|
Administrative expenses
|
|
(25,458)
|
(23,713)
|
Share of profit of associates
|
9
|
379
|
75
|
Costs relating to First
Mortgage, Fluent
and Auxilium
options
|
4
|
(1,991)
|
(1,081)
|
Amortisation of acquired intangibles
|
4
|
(2,580)
|
(2,580)
|
Acquisition costs
|
4
|
(89)
|
(148)
|
Restructuring costs
|
|
-
|
(238)
|
Gain/(Loss) on fair value measurement of derivative financial
instruments
|
|
31
|
(214)
|
Operating
profit
|
|
8,006
|
5,045
|
Finance
income
|
5
|
295
|
130
|
Finance
expense
|
5
|
(972)
|
(1,081)
|
(Loss)/Gain on remeasurement of redemption liability
|
4
|
(1,104)
|
3,485
|
Profit
before tax
|
|
6,225
|
7,579
|
Tax expense
|
6
|
(2,378)
|
(1,149)
|
Profit
for the
period
|
|
3,847
|
6,430
|
Total
comprehensive income
|
|
3,847
|
6,430
|
Profit
is
attributable to:
|
Equity owners of Parent Company
|
3,695
|
6,423
|
Non-controlling interests
|
152
|
7
|
|
3,847
|
6,430
|
Earnings per share attributable to the owners of the Parent Company
Basic
|
7
|
6.5p
|
11.3p
|
Diluted
|
7
|
6.4p
|
11.2p
|
Adjusted
measures
|
Adjusted EBITDA
|
13,764
|
10,483
|
Adjusted profit before tax
|
12,255
|
8,758
|
Adjusted fully diluted earnings per share
|
14.8p
|
11.8p
|
Further details of adjusted measures
are provided
within the
Glossary of
Alternative Performance Measures.
Interim condensed
consolidated statement of financial position
as at 30 June 2024 and 31
December 2023
|
|
|
30 June
2024
|
31 Dec 2023
|
|
|
Unaudited
|
Audited
|
|
Note
|
£'000
|
£'000
|
Assets
|
|
|
|
Non-current
assets
|
|
|
|
Property, plant and equipment
|
|
5,455
|
5,799
|
Right of use assets
|
|
1,930
|
2,283
|
Goodwill
|
|
53,885
|
53,885
|
Other intangible assets
|
|
49,147
|
51,474
|
Investments in associates and joint venture
|
9
|
12,462
|
12,301
|
Derivative financial
instruments
|
|
338
|
302
|
Trade and other receivables
|
10
|
515
|
353
|
Deferred tax asset
|
|
1,117
|
719
|
Total
non-current assets
|
|
124,849
|
127,116
|
Current
assets
|
|
|
|
Trade and other receivables
|
10
|
12,530
|
9,321
|
Cash and
cash equivalents
|
11
|
24,525
|
21,940
|
Corporation tax asset
|
|
232
|
-
|
Total
current assets
|
|
37,287
|
31,261
|
Total
assets
|
|
162,136
|
158,377
|
Equity
and liabilities
|
|
|
|
Share capital
|
15
|
58
|
57
|
Share premium
|
|
55,163
|
48,155
|
Capital redemption
reserve
|
|
20
|
20
|
Share option reserve
|
|
5,018
|
6,045
|
Retained earnings
|
|
9,679
|
15,921
|
Equity attributable
to owners
of Parent
Company
|
|
69,938
|
70,198
|
Non-controlling interests
|
|
1,399
|
4,211
|
Total
equity
|
|
71,337
|
74,409
|
Liabilities
|
|
|
|
Non-current
liabilities
|
|
|
|
Trade and other payables
|
12
|
2,739
|
2,642
|
Redemption liability
|
4
|
4,194
|
2,793
|
Lease
liabilities
|
|
1,348
|
1,805
|
Derivative financial
instruments
|
|
188
|
183
|
Loans and
borrowings
|
13
|
10,580
|
12,426
|
Deferred tax liability
|
|
11,128
|
11,417
|
Total
non-current liabilities
|
|
30,177
|
31,266
|
Current
liabilities
|
|
|
|
Trade and other payables
|
12
|
37,031
|
35,225
|
Clawback
liability
|
|
11,581
|
10,331
|
Lease
liabilities
|
|
932
|
931
|
Loans and
borrowings
|
13
|
11,078
|
5,824
|
Corporation tax liability
|
|
-
|
391
|
Total
current liabilities
|
|
60,622
|
52,702
|
Total
liabilities
|
|
90,799
|
83,968
|
Total
equity
and liabilities
|
|
162,136
|
158,377
|
Interim condensed consolidated
statement of changes in equity for the six months ended 30 June
2024
Attributable to holders of the Parent
Company
|
Share capital
|
Share
premium
|
Capital
redemption
reserve
|
Share option
reserve
|
Retained
earnings
|
Total
|
Non- controlling interest
|
Total equity
|
|
Note
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
£'000s
|
Balance
as
at
1
January 2023
|
|
57
|
48,155
|
20
|
4,511
|
15,154
|
67,897
|
7,548
|
75,445
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
6,423
|
6,423
|
7
|
6,430
|
Total
comprehensive income
|
|
-
|
-
|
-
|
-
|
6,423
|
6,423
|
7
|
6,430
|
Transactions
with owners
Share based payment transactions
|
|
-
|
-
|
-
|
1,289
|
-
|
1,289
|
-
|
1,289
|
Current and deferred tax recognised in equity
|
6
|
-
|
-
|
-
|
296
|
-
|
296
|
-
|
296
|
Acquisition of minority interests
|
|
-
|
-
|
-
|
-
|
45
|
45
|
(140)
|
(95)
|
Reserve transfer
|
|
-
|
-
|
-
|
(378)
|
378
|
-
|
-
|
-
|
Dividends paid
|
8
|
-
|
-
|
-
|
-
|
(8,384)
|
(8,384)
|
(357)
|
(8,741)
|
Total
transactions with
owners
|
|
-
|
-
|
-
|
1,207
|
(7,961)
|
(6,754)
|
(497)
|
(7,251)
|
Balance at 30 June 2023
(unaudited)
|
|
57
|
48,155
|
20
|
5,718
|
13,616
|
67,566
|
7,058
|
74,624
|
Balance
as
at
1
January 2024
|
|
57
|
48,155
|
20
|
6,045
|
15,921
|
70,198
|
4,211
|
74,409
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
3,695
|
3,695
|
152
|
3,847
|
Total
comprehensive income
|
|
-
|
-
|
-
|
-
|
3,695
|
3,695
|
152
|
3,847
|
Transactions
with owners
Acquisition of minority interests
|
4
|
1
|
7,008
|
-
|
(2,544)
|
(1,730)
|
2,735
|
(2,735)
|
-
|
Share-based payment
transactions
|
|
-
|
-
|
-
|
1,330
|
-
|
1,330
|
-
|
1,330
|
Current and deferred tax recognised in equity
|
6
|
-
|
-
|
-
|
366
|
15
|
381
|
-
|
381
|
Reserve transfer
|
|
-
|
-
|
-
|
(179)
|
179
|
-
|
-
|
-
|
Dividends paid
|
8
|
-
|
-
|
-
|
-
|
(8,401)
|
(8,401)
|
(229)
|
(8,630)
|
Total
transactions with
owners
|
|
1
|
7,008
|
-
|
(1,027)
|
(9,937)
|
(3,955)
|
(2,964)
|
(6,919)
|
Balance at 30 June 2024
(unaudited)
|
|
58
|
55,163
|
20
|
5,018
|
9,679
|
69,938
|
1,399
|
71,337
|
Interim condensed consolidated statement of cash flows for
the six months ended 30 June 2024
|
|
Six
months ended 30
June
|
|
|
2024
|
2023
|
|
|
Unaudited
|
Unaudited
|
|
Note
|
£'000
|
£'000
|
Cash
flows from
operating activities
|
Profit for the period before tax
|
|
6,225
|
7,579
|
Adjustments for:
|
Depreciation of property,
plant and equipment
|
|
569
|
621
|
Depreciation of right
of use
assets
|
|
352
|
443
|
Amortisation of intangibles
|
|
2,787
|
2,693
|
Profit on disposal of fixed assets
|
|
(4)
|
-
|
Share-based payments
|
17
|
1,842
|
1,473
|
Share of profit from
associates
|
9
|
(379)
|
(75)
|
Loss/(Gain) on remeasurement of redemption liability
|
4
|
1,104
|
(3,485)
|
Unwinding of loan arrangement fees
|
|
37
|
-
|
(Gain)/Loss on fair value movements taken to profit and loss
|
|
(31)
|
214
|
Dividends received
from associates
|
9
|
218
|
-
|
Finance
income
|
5
|
(295)
|
(130)
|
Finance
expense
|
5
|
972
|
1,081
|
|
|
13,397
|
10,414
|
|
|
|
|
|
| |
Changes
in
working capital
|
Increase in trade and other receivables
|
10
|
(3,371)
|
(3,529)
|
Increase
in trade and other payables
|
12
|
3,727
|
4,721
|
Increase
in clawback liability
|
|
1,250
|
516
|
Cash
generated from
operating activities
|
|
15,003
|
12,122
|
Income taxes paid
|
|
(3,305)
|
(3,309)
|
Interest received
|
|
295
|
-
|
Acquisition of minority
interests
|
4
|
(2,336)
|
(189)
|
Net
cash generated
from operating
activities
|
|
9,657
|
8,624
|
Cash
flows
from investing activities
|
Purchase of property, plant and equipment
|
(223)
|
(720)
|
Purchase of intangibles
|
(458)
|
(498)
|
Acquisition of associates
|
-
|
(469)
|
Net cash used in investing
activities
|
(681)
|
(1,687)
|
Cash flows from financing
activities
|
Proceeds from borrowings
|
|
5,299
|
2,800
|
Repayment of borrowings
|
|
(1,875)
|
(1,875)
|
Interest received
|
|
-
|
122
|
Interest paid
|
|
(729)
|
(608)
|
Principal element
of lease
payments
|
|
(456)
|
(455)
|
Dividends paid to Company's shareholders
|
8
|
(8,401)
|
(8,384)
|
Dividends paid to minority interest
|
|
(229)
|
(357)
|
Net cash used in financing
activities
|
|
(6,391)
|
(8,757)
|
Net
increase/(decrease) in cash and cash equivalents
|
|
2,585
|
(1,820)
|
Cash and cash equivalents at the beginning of the period
|
|
21,940
|
25,462
|
Cash
and cash
equivalents at
the end of
the period
|
|
24,525
|
23,642
|
Notes to the interim condensed
consolidated financial statements for the six months ended 30 June
2024
Corporate
information
|
The
interim condensed consolidated financial statements of Mortgage
Advice Bureau (Holdings) plc and its subsidiaries
(collectively, "the
Group") for
the six
months ended
30 June
2024 were
authorised for
issue in
accordance with
a resolution
of the
directors on 23 September 2024.
|
Mortgage Advice Bureau (Holdings)
plc ("the Company") is a public limited company incorporated and
domiciled in England whose shares are publicly traded on
the Alternative
Investment Market
("AIM"). The registered
office is located at Capital House, Pride Place,
Pride Park, Derby, DE24 8QR. The Group's principal activity is the
provision of financial services.
Basis of preparation
|
These condensed consolidated
interim financial statements for the six months ended 30 June 2024
have been prepared in accordance with IAS 34 'Interim financial
reporting' and also in accordance with the measurement and
recognition principles of UK adopted international accounting
standards. They do not include all of the information required for
full annual financial statements and should be read in conjunction
with the 2023 Annual Report and Accounts, which were prepared in
accordance
with UK - adopted international
accounting standards.
|
The comparative figures for the
six months ended 30 June 2023 are not the Group's statutory
accounts for that financial period. The
accounts for
the year
ended 31
December 2023
have been
reported on
by the
Group's auditors
and delivered
to the
registrar of companies. There are no
changes in the basis of preparation adopted, which remains in line
with the 2023 audited accounts.
The accounting policies applied
are consistent with those described in the Annual Report and Group
financial statements for the year ended 31 December 2023. New or
amended standards effective in the period have not had a material
impact on the condensed consolidated interim financial
statements.
Going
concern
|
The Directors have assessed the
Group's prospects until 31 December 2025, taking into consideration
the current operating environment, including the impact of
geopolitical and macroeconomic uncertainty and inflationary
pressures on property and lending markets. The Directors' financial
modelling considers the Group's profit, cash flows, regulatory
capital requirements,
borrowing covenants and other key financial metrics
over the period.
|
These metrics are subject to
sensitivity analysis, which involves flexing a number of key
assumptions underlying the projections, including the effect of
geopolitical and macroeconomic uncertainty and inflationary
pressures and their impact on the UK property and
lending markets and the Group's business
volumes and revenue mix, which the
Directors consider to
be severe but plausible stress tests on the Group's cash
position, banking covenants and regulatory capital adequacy. The
Group's financial modelling shows that the Group should continue to be cash generative, maintain a
surplus on its regulatory capital requirements and be able to operate within its current
financing arrangements.
Based on the results of the financial modelling, the Directors expect that the Group will be able to continue in operation and meet its liabilities as they fall due over this period.
Accordingly, the Directors continue to adopt the going concern
basis for the preparation of the financial statements.
Significant estimates and
judgements
|
The
judgements, estimates and assumptions applied
in the interim
financial statements, including the key sources of estimation
uncertainty, were the same as those applied in the Group's
last annual financial statements for the year ended 31 December
2023. There
have been
no material
revisions to
the nature
and amount
of estimates
reported in
prior period.
|
The impairment reviews
conducted at
the end
of 2023
concluded that
there had
been no
further impairment of goodwill. We have performed an
impairment assessment to the period ending 30 June 2024 and there are no matters which have arisen that indicate that an impairment is required.
Future
new standards
and interpretations
|
A number of new standards and
amendments to standards and interpretations will be effective for
future annual and interim periods,
and therefore
have not
been applied
in preparing
these condensed
consolidated interim financial
statements. At
the date of
authorisation of these financial
statements, the following standards and
interpretations, which have
not been
applied in these
financial statements, were in issue but not yet effective:
|
Standard or Interpretation
|
Periods commencing on or after
|
IFRS S1 - General Requirements for
Disclosure of Sustainability-related Financial
Information
|
1 January 2024
|
IFRS S2 - Climate-related
Disclosures
|
1 January 2024
|
IFRS S1 and IFRS S2 are not
expected to have a material impact on the results of the Group
other than to expand on climate related
disclosures within the financial statements.
It is
anticipated that
transition reliefs for comparative information
prior to
the first year
of adoption
will be
utilised. At
the time
of preparing
the most
recent consolidated financial
statements, a
decision on
the UK adoption of the IFRS Sustainability
Standards was expected by June 2024, however this has now been
delayed to January 2025. We have not decided to voluntarily apply
these standards within these interim financial statements, nor will
we in the full year financial statements ending 31 December 2024
and as such there is no impact upon these statements.
Segment
reporting
|
An operating segment is a
distinguishable segment of an entity that engages in business
activities from which it may earn revenues and incur expenses and
whose operating results are reviewed regularly by the entity's
chief operating decision maker ("CODM"). The Board reviews the
Group's operations and financial position as a whole and therefore
considers that it has only one
operating segment, being the provision of financial services operating
solely within
the UK.
The information
presented to
the CODM directly reflects that
presented in the
financial statements and
they review the performance of the Group
by reference to
the results of the operating segment against budget.
|
Operating profit is the profit
measure, as disclosed on the face of the consolidated statement of
comprehensive income, that is reviewed by the CODM.
During the six month period to 30 June 2024, there have been no changes from the prior year in the measurement methods used to determine operating segments and reported segment profit
or loss.
The Group operates in one segment being that of the provision of financial services in the UK. Revenue is
derived as
follows:
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
£'000
|
£'000
|
Mortgage procuration
fees
|
48,813
|
48,456
|
Protection and general insurance
commission
|
48,768
|
44,913
|
Client
fees
|
23,972
|
21,899
|
Other income
|
2,380
|
2,277
|
123,933
|
117,545
|
Costs of sales are as follows:
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
£'000
|
£'000
|
Commissions paid
|
67,530
|
65,556
|
Fluent affinity partner payments
|
7,169
|
6,660
|
Movement in provision for impairment of trade receivables
|
(141)
|
-
|
Other
cost of sales
|
771
|
644
|
Wages and salary costs
|
10,890
|
11,741
|
86,219
|
84,601
|
4
|
Acquisition related costs,
acquisition of minority interests and redemption
liability
|
First Mortgage Direct Limited
Exercise of put and call
option
|
On 29 May 2024 Mortgage Advice Bureau Limited exercised
its option
to purchase
the remaining
20% stake
in First
Mortgage for
£9.4m. This was funded through
£2.4m of cash consideration and a £7.0m equity share issue by the
parent entity, Mortgage Advice Bureau (Holdings)
plc. The £7.0m equity share issue
resulted in clearing £2.7m of accumulated
non-controlling interest, a reduction in parent equity of
£1.7m and a transfer of £2.5m from the share option
reserve.
|
The costs relating to this
acquisition for
the period
are made
up as
follows:
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
£'000
|
£'000
|
Amortisation of acquired intangibles
|
183
|
183
|
Option
costs (IAS 19)
|
412
|
224
|
Option
costs (IFRS 2)
|
512
|
205
|
Acquisition related
costs
|
47
|
-
|
Total
costs
|
1,154
|
612
|
The
Fluent Money
Group Limited
Put
and call
options
|
There is a put and call option
over the remaining 15.7% of the issued share capital of Fluent
which has been accounted for under IAS 32 Financial Instruments and
IFRS 2 Share-based Payments, as respectively a proportion is
treated as consideration under IAS
32, with
the balance
treated as remuneration under
IFRS 2,
because the
amount payable
on exercise
of the
option consists
of a non-contingent
element, and an element that is contingent upon continued
employment of the option holders within the Group.
There is
also a
put and
call option
over certain
growth shares
that have
been issued
to Fluent's wider
management team
that has
been accounted for under IFRS 2 Share-based Payments as exercise is solely contingent
upon continued
employment.
|
The costs relating to this
acquisition for
the period
are made
up as
follow:
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
£'000
|
£'000
|
Amortisation of acquired intangibles
|
2,199
|
2,199
|
Option
costs (IFRS 2)
|
972
|
630
|
Acquisition related
costs
|
42
|
128
|
Total
costs
|
3,213
|
2,957
|
Vita Financial Limited
The costs relating to this
acquisition for
the period
are made
up as
follow:
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
£'000
|
£'000
|
Amortisation of acquired intangibles
33
|
33
|
Acquisition related costs
-
|
10
|
Total costs
33
|
43
|
Aux Group
Limited
Put
and call
options
|
There is a put and call option over the remaining 25% of the issued share capital of Aux Group Limited which has
been accounted
for under IAS 32
Financial Instruments and IFRS
2 Share-based Payments,
as respectively a proportion is treated as
consideration under IAS
32, with the balance treated as remuneration under IFRS 2 because
the amount payable on exercise of the option consists of a non-contingent element, and an element that is contingent upon continued employment
of the
option holder
within
the Group.
|
The costs relating to this
acquisition for
the period
are made
up as
follow:
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
£'000
|
£'000
|
Amortisation of acquired intangibles
|
165
|
165
|
Option
costs (IFRS 2)
|
95
|
22
|
Acquisition related
costs
|
-
|
10
|
Total
costs
|
260
|
197
|
Redemption
liability
|
|
|
At 30
June 2024, the expected cash flows relating to the redemption
liability were remeasured resulting in a loss of £1.1m
included within the consolidated statement of comprehensive income.
£0.3m has
been included
within finance
expenses relating
to the unwinding of the redemption liability from the end of the prior year.
|
Carrying
value of
redemption liability
|
30 June
2024
|
31 December
2023
|
|
Unaudited
|
Audited
|
|
£'000
|
£'000
|
Balance
as at 1 Jan
|
2,793
|
7,186
|
Purchase of additional minority interest
in Fluent
|
-
|
(1,090)
|
Loss/(Gain) on remeasurement
|
1,104
|
(4,486)
|
Unwinding of redemption liability
|
297
|
1,183
|
Balance as at period
end
|
4,194
|
2,793
|
5
|
Finance income and
expense
|
|
|
Six months
ended
30 June
|
|
|
2024
|
2023
|
|
|
Unaudited
|
Unaudited
|
Finance Income
|
£'000
|
£'000
|
Interest income
|
295
|
122
|
Interest income accrued on loans to associates
|
-
|
8
|
|
295
|
130
|
Finance expenses
|
Interest expense
|
638
|
620
|
Interest expense on lease liabilities
|
37
|
58
|
Unwinding of redemption liability
|
297
|
403
|
|
972
|
1,081
|
The Group calculates the period
income tax expense using the tax rate that would be applicable to
the expected total annual earnings. The major components of income
tax expense in the interim condensed statements of comprehensive
income are:
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
Current tax
expense
£'000
|
£'000
|
UK corporation tax charge on profit for the period
2,696
|
2,085
|
Total current
tax
2,696
|
2,085
|
Deferred
tax expense
|
Origination and reversal of timing
differences
|
(318)
|
(936)
|
Total
deferred tax
|
(318)
|
(936)
|
Total
tax expense
|
2,378
|
1,149
|
For the period ended 30 June 2024
the deferred tax credit relating to unexercised share options
recognised in equity was £0.4m (2023: £0.3m).
The deferred tax asset is
recognised after being assessed as recoverable on the basis of
available evidence including projected profits,
capital and liquidity position. The deferred tax
asset is
only recognised
to the extent that it is probable that future taxable profits will
be available against which the asset can be utilised. The deferred
tax asset is reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised.
The headline UK rate of corporation tax for the period 25% (2023: 23.52%), and the rate at which deferred tax has been provided is 25% (2023: 25%)
Basic earnings per share are
calculated by dividing net profit for the year attributable to
ordinary equity holders of the Company by the weighted average
number of ordinary
shares outstanding during the period.
Six months
ended
30 June
|
2024
|
2023
|
Basic earnings per
share
|
Unaudited
|
Unaudited
|
Profit for the period attributable to the owners of the parent (£'000)
|
3,695
|
6,423
|
Weighted average number of shares in issue
|
57,260,870
|
57,054,481
|
Basic earnings per share (in pence per share)
|
6.5
|
11.3
|
For diluted earnings per share,
the weighted average number of ordinary shares in existence is
adjusted to include potential ordinary shares arising from share
options.
Six months
ended
30 June
|
2024
|
2023
|
Diluted
earnings per
share
|
Unaudited
|
Unaudited
|
Profit for the period attributable to the owners of the parent (£'000)
|
3,695
|
6,423
|
Weighted average number of shares in issue
|
57,547,255
|
57,288,052
|
Diluted earnings per share (in pence per share)
|
6.4
|
11.2
|
The share data used in the basic and diluted earnings per share computations
are as
follows:
Six months
ended
30 June
|
2024
|
2023
|
Weighted average
number of ordinary shares
|
Unaudited
|
Unaudited
|
Issued ordinary shares at the start of the year
|
57,127,034
|
57,054,481
|
Effect of shares issued during the period
|
133,836
|
-
|
Basic weighted average number of shares
|
57,260,870
|
57,054,481
|
Potential ordinary
shares arising from options
|
286,385
|
233,571
|
Diluted
weighted average
number of
shares
|
57,547,255
|
57,288,052
|
The reconciliation between
the basic
and adjusted
figures is
as follows:
Six
months ended 30
June
|
|
|
2024
|
2023
|
2024
|
2023
|
|
|
Basic
|
Basic
|
Diluted
|
Diluted
|
2024
|
2023
|
earnings
|
earnings
|
earnings
|
earnings
|
Unaudited
|
Unaudited
|
per share
|
per share
|
per share
|
per share
|
£'000
|
£'000
|
pence
|
pence
|
pence
|
pence
|
Profit for the period
3,695
|
6,423
|
6.5
|
11.3
|
6.4
|
11.2
|
Adjustments:
Amortisation of acquired intangibles
|
1,887
|
2,580
|
3.3
|
4.5
|
3.3
|
4.5
|
Costs relating to the First Mortgage,
Fluent
and Auxilium options
|
1,814
|
920
|
3.2
|
1.6
|
3.2
|
1.6
|
Costs relating to Fluent and Auxilium
acquisitions
|
89
|
148
|
0.2
|
0.3
|
0.2
|
0.3
|
Loss on derivative financial
instruments
|
(31)
|
214
|
(0.1)
|
0.4
|
(0.1)
|
0.4
|
Restructuring costs
|
-
|
182
|
-
|
0.3
|
-
|
0.3
|
Remeasurement and unwinding
of
redemption liability
|
1,401
|
(3,082)
|
2.4
|
(5.4)
|
2.4
|
(5.4)
|
Tax effect of adjustments
|
(339)
|
(644)
|
(0.6)
|
(1.2)
|
(0.6)
|
(1.1)
|
Adjusted
earnings
|
8,516
|
6,741
|
14.9
|
11.8
|
14.8
|
11.8
|
The Group uses adjusted results as
key performance indicators, as the Directors believe that these
provide a more consistent measure of operating
performance. Adjusted earnings is therefore stated before one-off
acquisition costs, one-off restructuring costs, ongoing
non-cash items relating to the acquisitions of First Mortgage,
Fluent and Auxilium, fair value gains on financial instruments
relating to options to increase shareholding in associate
businesses and impairment of loans to related parties, net of
tax.
|
Six
months ended 30
June
|
|
2024
|
2023
|
|
Unaudited
|
Unaudited
|
|
£'000
|
£'000
|
Dividends paid and declared on ordinary shares during the period:
|
|
|
On ordinary shares at 14.7p per share (2023:14.7p)
|
8,401
|
8,384
|
|
|
|
|
|
|
Equity dividends on ordinary
shares:
|
|
|
Declared:
|
|
|
Interim dividend for 2024
13.4p per share (2023:13.4p)
|
7,766
|
7,766
|
|
7,766
|
7,766
|
9
|
Investment in associates and
joint ventures
|
The investment in associates and a joint venture at the reporting date is
as follows:
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
£'000
|
£'000
|
At start of the period
12,301
|
11,387
|
Additions
-
|
469
|
Credit to
statement of
comprehensive income
Share of profit
379
|
848
|
379
|
848
|
Dividends received
(218)
|
(403)
|
At
period end
12,462
|
12,301
|
The Group is entitled to the results of its associates in equal proportion to its equity stakes.
10
|
Trade
and
other receivables
|
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
£'000
|
£'000
|
Trade receivables
|
2,796
|
2,028
|
Less provision for impairment of trade receivables
|
(313)
|
(454)
|
Trade
receivables - net
|
2,483
|
1,574
|
Other receivables
|
699
|
924
|
Loans to related parties
|
404
|
201
|
Less provision for impairment of loans
to related
parties
|
-
|
(18)
|
Total financial assets other
than cash and cash equivalents
|
3,586
|
2,681
|
Prepayments and accrued income
|
9,459
|
6,993
|
Total
trade and other
receivables
|
13,045
|
9,674
|
Less: non-current
- Loans
to related
parties
|
(207)
|
(77)
|
Less: non-current
- Trade receivables
|
(308)
|
(276)
|
Current
trade and
other receivables
|
12,530
|
9,321
|
30 June
2024
|
30 June 2023
|
Unaudited
|
Unaudited
|
Reconciliation
of movement in trade
and
other receivables to cash
flow
|
£'000
|
£'000
|
Movement per trade receivables
|
3,371
|
3,537
|
Accrued interest movement
|
-
|
(8)
|
Total
movement per
cash flow
|
3,371
|
3,529
|
The carrying value of trade and other receivables classified
at amortised
cost approximates
fair value.
Included within trade receivables are operational business
loans to
Appointed Representatives. The
non-current trade
receivables balances is
comprised of loans to Appointed Representatives.
Also included in trade receivables are
amounts due from
Appointed Representatives relating
to commissions that
are refundable to
the Group when policy lapses or other reclaims exceed new business.
As these balances have no credit terms, the Board of Directors
consider these to be past due if they are not received within seven
days. In the management of these balances, the Directors can
recover them from subsequent new business entered into with the
Appointed Representative or utilise payables that are owed to the same counterparties and
included within
payables as
the Group
has the
legally enforceable right
of set
off in such
circumstances. These payables are considered sufficient by the
Directors to recover receivable balances should they default, and,
accordingly, credit risk in this respect is minimal.
In light of the above, the
Directors do not consider that disclosure of an aging analysis of
trade and other receivables would provide useful
additional information. Further information on the credit quality
of financial assets is set out in note 14.
Impairment provisions for trade
receivables are recognised based on the simplified approach within
IFRS 9 using the lifetime expected credit losses. During this
process the probability of the non-payment of the trade receivables
is assessed. This probability is then multiplied by the amount of
the expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For
trade receivables,
which are reported net, such provisions
are recorded in a
separate provision account with the
loss being recognised within cost of sales in the consolidated
statement of comprehensive income. On confirmation that the trade
receivable will not be collectable, the gross carrying value of the
asset is written off against the associated provision. As at 30
June 2024 the lifetime expected loss provision for trade
receivables is £0.3m (2023: £0.5m). The movement in the impairment
allowance for
trade receivables has been included in
cost of sales in the consolidated
statement of comprehensive
income.
Impairment provisions for loans to
associates are recognised based on a forward-looking expected
credit loss model. The methodology used to determine the amount of
the provision is based on whether there has been a significant
increase in credit risk since initial recognition of the financial
asset. For those where the credit risk has not increased
significantly since initial recognition
of the
financial asset,
twelve month
expected credit
losses along
with gross
interest income
are recognised.
For those for
which credit risk has increased significantly, lifetime expected
credit losses along with the gross interest income are recognised.
For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are recognised. In
determining the lifetime expected
credit losses for loans to associates, the
Directors have considered different scenarios for repayments of these
loans and have applied percentage probabilities to each scenario
for each associate where applicable.
11
|
Cash
and cash
equivalents
|
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
£'000
|
£'000
|
Unrestricted cash
and bank
balances
4,944
|
3,022
|
Bank balances held in relation to retained commissions
19,581
|
18,918
|
Cash and cash
equivalents
24,525
|
21,940
|
Bank balances held in relation to
retained commissions earned on an indemnity basis from protection
policies are held to cover potential future lapses in Appointed
Representatives commissions. Operationally the Group does not treat
these balances as available funds. An equal and opposite liability
is shown within Trade and other payables (note 12).
12
|
Trade
and
other payables
|
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
£'000
|
£'000
|
Appointed Representatives
retained commission
|
19,581
|
18,918
|
Other trade payables
|
9,310
|
7,644
|
Trade
payables
|
28,891
|
26,562
|
Social security and other taxes
|
2,241
|
2,116
|
Other payables
|
233
|
169
|
Accruals
|
8,405
|
9,020
|
Total
trade and other
payables
|
39,770
|
37,867
|
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
£'000
|
£'000
|
Current
37,031
|
35,225
|
Non-current
2,739
|
2,642
|
Total
trade and other
payables
39,770
|
37,867
|
Should a protection policy be
cancelled within four years of inception, a proportion of the
original commission will be clawed back
by the insurance
provider. The majority
of any such repayment is payable
by the Appointed
Representative, with the Group
making its own liability for its share of any such repayment. It is
the Group's policy to retain a proportion of commission payable to
the Appointed Representative to cover such potential future lapses;
these sums remain a liability of the Group. This commission is held
in a separate ring-fenced bank account as described in note
11.
The non-current portion of
trade and other payables relates to Appointed
Representative retained commission and
accruals.
As at 30 June 2024 and 31 December
2023, the carrying value of trade and other payables classified as
financial liabilities measured at amortised cost approximates fair
value.
30 June
2024
|
30 June 2023
|
Unaudited
|
Unaudited
|
Reconciliation
of
movement in
trade and
other payables
to
cash flow
|
£'000 |
£'000
|
Movement per trade and other payables
|
1,903
|
1,729
|
Redemption liability
|
-
|
3,176
|
Share-based payment
accruals
|
(512)
|
(184)
|
Acquisition of associates and contingent consideration
for associates
|
2,336 |
-
|
Total
movement per
cash flow
|
3,727
|
4,721
|
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
£'000
|
£'000
|
Bankloans
21,658 |
18,250
|
Total loans and borrowings
21,658 |
18,250
|
Less: non-current
- Bank
loans
(10,580)
|
(12,426)
|
Current loans
and borrowings
11,078 |
5,824
|
A summary of the maturity of loans and borrowings is
as follows:
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
Bank
loans
|
£'000
|
£'000
|
Payable in 1 year
|
11,078
|
5,824
|
Payable in 1-2 years
|
3,750
|
3,750
|
Payable in 2-5 years
|
6,830
|
8,676
|
Total
bank loans
|
21,658
|
18,250
|
Loan
covenants
|
Under the terms of the Facilities Agreement, the
Group is required
to comply with the following financial
covenants:
|
•
Interest cover
shall not
be less
than 5:1
|
•
Adjusted leverage
shall not exceed 2:1
|
The Group has
complied with
these covenants
since the
Facilities Agreement was entered into.
14
|
Financial instruments - risk
management
|
The Group is exposed through its operations to the following financial risks:
•
Credit risk
|
•
Liquidity risk
|
•
Market risk
|
In common with all other
businesses, the Group is exposed to risks that arise from its use
of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the
methods used to measure them. Further
quantitative information in respect of these risks is presented
throughout these financial statements.
Principal financial instruments
•
Trade and
other receivables
|
•
Derivative financial instruments
|
•
Cash and cash equivalents
|
•
Trade and
other payables
|
•
Loans and other borrowings
|
A summary of financial instruments by category is provided below:
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
Financial assets
|
£'000
|
£'000
|
Cash and
cash equivalents
|
24,525
|
21,940
|
Trade and other receivables
(amortised cost)
|
3,586
|
2,681
|
Derivative financial
instruments (FVTPL)
|
338
|
302
|
Total
financial assets
|
28,449
|
24,923
|
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
Financial liabilities
|
£'000
|
£'000
|
Trade and other payables (amortised
cost)
|
9,542
|
7,812
|
Loans and borrowings (amortised
cost)
|
21,658
|
18,250
|
Accruals (amortised
cost)
|
8,405
|
9,020
|
Redemption liability
(FVTPL)
|
4,194
|
2,793
|
Clawback
liability (FVTPL)
|
11,581
|
10,331
|
Lease liabilities (amortised
cost)
|
2,280
|
2,736
|
Derivative financial
instruments (FVTPL)
|
188
|
183
|
Appointed representative
retained commission (amortised
cost)
|
19,581
|
18,918
|
Total
financial liabilities
|
77,429
|
70,043
|
General objectives, policies and
processes
The Board has overall
responsibility for the determination of the Group's risk management
objectives and policies, and designs and operates processes that
ensure the effective implementation of the objectives and policies
to the Group's finance function. The Board sets guidelines to the
finance team and monitors adherence to its guidelines on a monthly
basis.
The overall objective
of the
Board is to set
policies that
seek to
reduce risk
as far
as possible
without unduly
affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out
below.
Credit risk
Credit risk is the risk of
financial loss to the Group if a trading partner or counterparty to
a financial instrument fails to meet its contractual obligations.
The Group is mainly exposed to credit risk from loans to its
trading partners. It is Group policy to assess the credit risk of trading partners before advancing loans or other credit facilities. Assessment
of credit
risk utilises
external credit
rating agencies. Personal guarantees are generally obtained from
the Directors of its trading partners.
The carrying amounts stated above
represent the Group's maximum exposure to credit risk for trade and
other receivables. An element of this risk is mitigated by
collateral held by the Group for amounts due to them.
Trade receivables consist
of a large number of unrelated trading partners and therefore credit risk is not concentrated. Due
to the
large volume of trading partners the Group does
not consider that there is any significant credit risk as a result
of the impact of external market factors on their trading partners.
Additionally, within trade payables are Appointed Representative
retained commission amounts due to the same trading partners that
are included in trade receivables; this collateral of £0.2m
(2023:
£0.2m) reduces the credit risk.
The Group's credit risk on cash
and cash equivalents is limited because the Group places funds on
deposit with National Westminster Bank plc (rated A), The Royal
Bank of Scotland plc (rated A+), Barclays plc (rated A), HSBC Bank
plc (rated AA-) and Bank of Scotland plc (rated A+).
Market
risk
|
Interest
rate risks
|
The Group's main interest rate
risk arises from borrowings, both short term facilities and
long-term debt, with floating interest rates that are linked to SONIA. The Group manages the risk by continually reviewing
expected future
volatility in
UK interest
rates and will consider entering into
hedges as deemed appropriate to fix the floating interest rate. A
maturity analysis of loans and
borrowings is set out in Note 13.
|
Foreign
exchange risk
|
As
the Group
does not
operate outside
of the
United Kingdom
and has
only one
investment outside the United Kingdom, it is not
exposed to any material foreign exchange risk.
|
Liquidity
risk
|
Liquidity
risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in
meeting its financial obligations
as they
fall due.
|
The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Group's trade and other payables are repayable within one
year from the reporting date and the contractual undiscounted cash
flow analysis for the Group's trade and other payables is the same
as their carrying value.
Capital management
The Group monitors its capital
which consists of all components of equity (i.e. share capital,
share premium, capital redemption reserve, share option reserve and
retained earnings).
The Group's objectives
when maintaining
capital are:
• To
safeguard the entity's ability to continue as a going concern, so
that it can continue to provide returns for shareholders and
benefits for other stakeholders,
• To ensure that capital is maintained at all times to ensure that financial resource
requirements set by
its regulator, the Financial Conduct Authority, are
exceeded at all times, and
• To
ensure the Group has the cash available to develop the services
provided by the Group to provide an adequate return to shareholders.
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
Issued and fully paid
£'000
|
£'000
|
Ordinary shares of 0.1p each
58
|
57
|
Total
share capital
58
|
57
|
During the period 25,001 ordinary
shares of 0.1p each were issued following partial exercise of
options issued in 2020 and 2021 at no premium. 804,754 ordinary
shares were also issued following the exercise of the option over
the remaining 20% stake in First
Mortgage Direct
Limited, see note
4 for
further details.
As at 30
June 2024, there
were 57,956,789
ordinary shares
of 0.1p
in issue (2023: 57,127,034).
16
|
Related
party
transactions
|
The following table shows the total amount of transactions that have been entered into with related parties during the six months ended 30 June 2024 and 2023, as well as balances with related
parties as at 30 June 2024 and 31 December 2023.
|
Relationship
|
Commission
received/(paid)
|
Balance of retained
commissions*
|
Loans
owed to
MAB
|
|
|
30 June
|
30 June
|
30 June
|
31 December
|
30 June
|
31 December
|
|
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Buildstore Limited
|
Associate
|
(496)
|
(419)
|
38
|
23
|
13
|
-
|
Sort Limited
|
Associate
|
639
|
811
|
-
|
-
|
-
|
-
|
Clear Mortgage Solutions
Limited
|
Associate
|
(2,654)
|
(2,506)
|
667
|
595
|
-
|
-
|
Evolve FS
Ltd
|
Associate
|
(1,694)
|
(1,876)
|
223
|
178
|
-
|
-
|
The Mortgage Broker
Limited
|
Associate
|
(767)
|
(728)
|
39
|
67
|
-
|
5
|
Meridian Holdings
Group
Ltd
|
Associate
|
(2,302)
|
(2,085)
|
555
|
550
|
-
|
81
|
M & R
FM Ltd
|
Associate
|
(1,911)
|
(1,460)
|
230
|
184
|
-
|
-
|
Heron Financial Limited
|
Associate
|
(1,823)
|
(724)
|
80
|
41
|
318
|
-
|
Pinnacle
Surveyors
(England & Wales) Ltd
|
Associate
|
52
|
-
|
-
|
-
|
48
|
100
|
MAB Broker Services PTY
Limited
|
Joint Venture
|
-
|
-
|
-
|
-
|
15
|
15
|
*
Balances in relation to retained commissions are to cover future lapses
|
|
|
|
|
During the period the Group received dividends
from associate
companies as
follows:
30 June
2024
|
31 December
2023
|
Unaudited
|
Audited
|
£'000
|
£'000
|
Clear Mortgage Solutions Limited
|
32
|
56
|
M & R
FM Limited
|
186
|
222
|
Heron Financial Limited
|
-
|
125
|
Total
dividends received
|
218
|
403
|
On 22 April 2024 and 24 May 2024,
274,563 and 50,986 options over ordinary shares of 0.1 pence each
in the Company, respectively, were granted to the Executive Directors and senior executives
of the Group under the equity settled
Mortgage Advice Bureau Executive
Share Option Plan
(the "Options"). Exercise
of the Options is
subject to the
service conditions and achievement of performance conditions based on total
shareholder return and earnings per share criteria. Subject to
achievement of the performance conditions, the Options will be
exercisable 35 months and 34 months respectively from the date of
grant. The exercise price for the Options is 0.1 pence, being the
nominal cost of the Ordinary Shares.
Options exercised in April 2024
resulted in 25,001 ordinary shares being issued at an exercise
price of £0.01. The price of the ordinary shares at the time of
exercise were £9.22.
Share-based
remuneration expense
|
The share-based remuneration costs
for the period are made up as follows:
|
Six months
ended
30 June
|
2024
|
2023
|
Unaudited
|
Unaudited
|
£'000
|
£'000
|
Charge for equity settled schemes
|
296
|
416
|
National Insurance
on equity
settled schemes
|
(248)
|
(13)
|
Share incentive plan costs
|
50
|
80
|
Free shares awarded to
employees
|
165
|
133
|
Charge for equity settled acquisition options
|
1,034
|
872
|
Charge
for cash settled acquisition options
|
545
|
(15)
|
Total
costs
|
1,842
|
1,473
|
18
|
Events
after the
reporting date
|
There were no material events after the reporting period which have
a bearing on the
understanding of these interim financial statements.
Glossary
of
Alternative Performance
Measures ("APMs")
for the
Group's interim
report
and
financial statements
|
Certain
numerical information and other amounts and percentages presented
have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in
a column or a row in tables may not conform exactly to the total
figure given
for that
column or
row or the
sum of certain numbers
presented as a percentage may not
conform exactly to the total
percentage given.
|
APM
|
Closest equivalent
statutory
measure
|
Definition
and purpose
|
Income
statement measures
|
Administrative expenses
ratio
|
None
|
Calculated as administrative expenses (which exclude
amortisation of acquired intangibles, acquisition costs incurred in
the year and non-cash operating
expenses relating
to put
and call
option agreements) divided
by
revenue.
|
Adjusted EBITDA
|
None
|
Calculated as EBITDA before charges associated with
acquisition and investments, and other adjusting items that the
Group deems, by their nature, require adjustment in order to show
more accurately the underlying business
performance of the Group from period to period in a consistent manner.
|
|
|
Charges associated with acquisition or investments in businesses include:
|
|
|
•
non-cash charges
such as
amortisation of acquired
intangibles and the
effect of fair valuation of acquired assets,
|
|
|
•
non-cash operating expenses
relating to
put and
call option
agreements
and cash charges including
transaction costs,
|
|
|
•
fair value
movements on
deferred and
contingent consideration, and
|
|
|
•
fair value
movements on derivative financial instruments.
|
£m
|
H1 2024
|
H1
2023
|
Gross
profit
|
37.7
|
32.9
|
Administrative expenses
|
(25.5)
|
(23.7)
|
Depreciation
|
0.9
|
1.1
|
Amortisation
|
0.2
|
0.1
|
Share of profit from
associates
|
0.4
|
0.1
|
Rounding difference
|
0.1
|
-
|
Adjusted
EBITDA
|
13.8
|
10.5
|
Adjusted EBITDA margin
|
None
|
Calculated as Adjusted EBITDA divided by revenue.
|
Adjusted operating
profit
|
Operating profit
|
Calculated as operating profit before charges associated with
acquisition and investments, and other adjusting
items that the Group deems, by their nature, require
adjustment in order to show more accurately the underlying business
performance of the Group from period to period in a consistent
manner.
|
|
|
Charges associated with acquisition or investments in businesses include:
|
|
|
•
non-cash charges
such as
amortisation of acquired
intangibles and the
effect of fair valuation of acquired assets,
|
|
|
•
non-cash operating expenses
relating to
put and
call option
agreements
and cash charges including
transaction costs,
|
|
|
•
fair value
movements on
deferred and
contingent consideration, and
|
|
|
•
fair value
movements on derivative financial instruments.
|
£m
|
H1 2024
|
H1
2023
|
Operating profit
|
8.0
|
5.0
|
Amortisation of acquired intangibles
|
2.6
|
2.6
|
Acquisition costs
|
0.1
|
0.1
|
Non-cash operating
expenses relating
to
put and call option agreements
|
2.0
|
1.1
|
Non-cash
fair value losses on financial
instruments
|
-
|
0.2
|
Restructuring costs
|
-
|
0.2
|
Round difference
|
(0.1)
|
0.1
|
Adjusted
operating profit
|
12.6
|
9.3
|
Adjusted profit before tax
|
Profit before tax
|
Calculated as profit before tax before charges associated
with acquisition and investments, and other
adjusting items that the Group deems, by their nature,
require adjustment in order to show more accurately the underlying
business performance of the Group from period to period in a
consistent manner.
|
|
|
Charges associated with acquisition or investments in businesses include:
|
|
|
•
non-cash charges
such as
amortisation of acquired
intangibles and the
effect of fair valuation of acquired assets,
|
|
|
•
non-cash operating expenses
relating to
put and
call option
agreements
and cash charges including
transaction costs,
|
|
|
•
fair value
movements on
deferred and
contingent consideration, and
|
|
|
•
fair value
movements on derivative financial instruments.
|
£m
|
H1 2024
|
H1
2023
|
Profit before tax
|
6.2
|
7.6
|
Amortisation of acquired intangibles
|
2.6
|
2.6
|
Acquisition costs
|
0.1
|
0.1
|
Non-cash operating
expenses relating
to
put and call option agreements
|
2.0
|
1.1
|
Non-cash
fair value losses on financial
instruments
|
-
|
0.2
|
Restructuring costs
|
-
|
0.2
|
Unwinding of redemption liability
|
1.4
|
(3.1)
|
Round difference
|
-
|
0.1
|
Adjusted
profit before
tax
|
12.3
|
8.8
|
Adjusted profit before tax
margin
|
None
|
Calculated as Adjusted profit before tax
divided by
revenue
|
Adjusted earnings per share
|
Basic earnings per share
|
Calculated as basic earnings per share before charges (net of
tax) associated with acquisition and investments, and other
adjusting items that the Group deems, by their nature, require adjustment
in order
to show more
accurately the underlying business performance of the Group
from
period to period in a consistent manner. See note 7 for further details.
|
Adjusted fully diluted earnings per share
|
Diluted earnings per share
|
Calculated as diluted earnings per share (basic EPS,
adjusting for the effects of potentially dilutive share options)
before charges (net of tax) associated with acquisition and
investments, and other adjusting items that the Group deems, by their nature, require adjustment in order to show more accurately the underlying business
performance of the Group from
period to period in a consistent manner. See note 7 for further details.
|
Cash flow measures
|
Adjusted cash generated
|
None
|
Adjusted
cash generated is cash generated from operating activities
adjusted for
movements in
non-trading items, including loans to AR firms and associates, cash
transaction costs, and increases in restricted cash
balances as a percentage of adjusted operating profit.
|
|
|
|
| |
£m
|
H1 2024
|
H1
2023
|
Cash generated from operating activities
|
15.0
|
12.1
|
Acquisition costs
|
0.1
|
0.1
|
Restructuring costs
|
-
|
0.2
|
Increase in loans to AR firms and
associates
|
0.6
|
0.1
|
Increase in restricted cash balances
|
(0.7)
|
(0.4)
|
Rounding differences
|
-
|
0.1
|
Adjusted cash generated
|
15.0
|
12.2
|
Adjusted cash
conversion
|
None
|
Adjusted cash conversion is adjusted cash generated as a percentage of
adjusted operating profit
|
Balance sheet measures
|
Net debt
|
None
|
Loans and borrowings less unrestricted cash balances.
|