10 September 2024
THE PROPERTY FRANCHISE GROUP
PLC
("TPFG", the "Company" or the "Group")
Interim Results for the six
months ended 30 June 2024
Transformational period for
the Company, doubling the size of the business and increasing
interim dividend by 30%
The Property Franchise Group PLC,
the UK's largest multi-brand property franchisor, is
pleased to announce its interim results for the period ended 30
June 2024.
The last six months has seen the
commencement of another transformational period for the Group
following the merger with the Belvoir Group PLC ("Belvoir") and the acquisition of GPEA
Limited ("GPEA"), owner of
The Guild of Property Professionals and Fine & Country. Group
revenue more than doubled compared to the prior period with
significant increases in franchising and financial services, along
with the addition of a new licensing revenue stream.
Financial Highlights:
·
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Group revenue increased 104%
to £26.9m (H1 2023: £13.2m)
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o
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3% like for like increase to
£13.6m1
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·
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Management Service Fees ("MSF")
increased 60% to £12.3m (H1 2023: £7.7m)
|
|
o
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8% like for like increase to
£8.3m1
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·
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Adjusted EDITDA2
increased 65% to £9.6m (H1 2023: £5.8m)
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·
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Adjusted Profit before
tax2 increased by 71% to £9.1m (H1 2023:
£5.3m)
Profit before tax increased by 15%
to £4.8m (H1 2023: £4.2m)
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·
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Adjusted basic earnings per
share2 increased 12% to 15.5p (H1 2023:
13.9p)
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·
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Net debt of £14.3m after borrowing
£20m to fund the acquisition of GPEA (H1 2023: net cash
of £0.7m)
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·
|
Cash generated from operations
increased to £3.7m (H1 2023: £3.6m) after the payment of the
majority of the acquisition costs in H1 2024
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·
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Increased interim dividend by 30%
to 6.0p (H1 2023: 4.6p)
|
1Like for like comparison
excluding the impact of the acquisition of Belvoir Group on 7 March
2024, and GPEA on 31 May 2024
2Before share-based payments
charge, exceptional items and amortisation arising on
consolidation.
Operational Highlights:
·
|
Merger with Belvoir in March 2024
and acquisition of GPEA in May 2024
|
·
|
Sales agreed pipeline increased
67% to £47.5m (H1 2023: £28.4m)
|
|
o
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16% like for like increase to
£32.8m1
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·
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Managing 152,500 rental properties
(H1 2023: 77,000)
|
|
o
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2% like for like increase to
78,0001
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·
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EweMove sold 22 new territories
(H1 2023: 17)
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·
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Financial services commissions
increased 756% to £7.7m (H1 2023: £0.9m), with all of the increase
being driven by contribution from Belvoir
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·
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Senior leadership team
restructured and objectives agreed as part of the integration
process
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Chief Executive Officer, Gareth Samples,
commented: "I am delighted to be
reporting record results following an exciting and transformational
period where revenue doubled through the merger with Belvoir. We
have continued to benefit from the strong demand in the lettings
market and to achieve growth in sales and financial services
despite sales completions being slower than anticipated at a
national level which is testament to the excellence across the
Group. Furthermore, the acquisition of GPEA at the period end adds
significant further scale and opportunities to grow shareholder
value.
With activity levels increasing and revenue generation
typically higher in the second half of the financial year, combined
with our confidence in delivering further profitability in 2024, I
am pleased to announce a 30% increase in the interim dividend to 6p
(H1 2023: 4.6p).
With our highest ever sales agreed pipeline of £47.5m and at
least one interest rate reduction behind us, the Board is confident
that trading remains at least in line with market expectations for
the full year."
For further information, please contact:
The Property Franchise Group PLC
Gareth Samples, Chief Executive
Officer
David Raggett, Chief Financial
Officer
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01202 405 549
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Canaccord Genuity Limited (Nominated Adviser and Joint Broker)
Max Hartley
Harry Rees
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020 7523 8000
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Singer Capital Markets (Joint Broker)
Rick Thompson
James Fischer
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020 7496 3000
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Alma Strategic Communications
Justine James
Joe Pederzolli
Kinvara Verdon
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020 3405 0209
propertyfranchise@almastrategic.com
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About The Property Franchise Group PLC:
The Property Franchise Group PLC
(AIM: TPFG) is the UK's largest multi-brand property
franchisor, with a network of over 1,946 outlets delivering high
quality services to residential clients, combined with an
established Financial Services business.
The Company was founded in 1986
and has since strategically grown to a diverse portfolio of 18
brands operating throughout the UK, comprising longstanding
high-street focused brands and two hybrid brands. The Property
Franchise Group is also a member of two leading mortgage networks
through its mortgage brokers, Brook Financial (MAB) and The
Mortgage Genie (Primis).
TPFG's brands are: Belvoir, CJ
Hole, Country Properties, Ellis & Co, EweMove, Fine &
Country, Hunters, Lovelle, Martin & Co, Mr and Mrs Clarke,
Mullucks, Newton Fallowell, Nicholas Humphreys, Northwood, Parkers,
The Guild of Property Professionals and Whitegates.
Headquartered in Bournemouth,
the Company was listed on AIM on the London Stock Exchange in 2013
and entered the AIM 100 in July 2024.
More information is available
at www.propertyfranchise.co.uk
Chief Executive Officer's Statement
Introduction
We have doubled our revenue in the
period through the merger with Belvoir in March 2024 and we will
grow revenue further through the additional contribution of GPEA in
the second half of the year. I am more enthused than ever about the
significant opportunities that our Group has ahead of
it.
This is the second
transformational period I have overseen since joining the Group in
2020. What differentiates this period from the last, is the
significantly increased scale we now have, with 1,900
franchisees/licensees in the UK together with 300 mortgage
advisors.
Scale affords us the opportunity
to develop a fuller service offering to our franchisees/licensees
and their customers. We are investing in technology that we believe
will enhance the customer experience, deliver more leads and
enhance our UK footprint.
As part of the integration
process, we have recently restructured our senior leadership team
into a single team, leveraging our expanded internal talent. This
is a key step in our journey and will support our primary focus of
supporting our network to achieve further growth.
I am incredibly excited and
energised by the potential we have created. Working alongside our
talented franchisees/licensees, driven by the commitment of our
newly appointed senior leadership team, supported by our key supply
partners, my aim is for the Group to become the UK market leader in
our core services.
Results
I am delighted to be reporting
record results following an exciting and transformational period
where revenue doubled through the merger with Belvoir. We have
continued to benefit from the strong demand in the lettings market
and to achieve growth in sales and financial services despite sales
completions being slower than anticipated at a national level which
is testament to the excellence across the Group. Furthermore, the
acquisition of GPEA at the period end adds significant further
scale and opportunities to grow shareholder value.
The ability with which we are able
to take advantage of the market conditions whether favourable or
less so is testament to our strategy, the strength of our network,
our business owners' determination, the models they operate within
and the investment we have committed to our management team. Our
mission remains the same, to support our network business owners in
building bigger and more profitable businesses. It's the
combination of these factors which has meant we have been able to
report ever increasing organic revenues and
profitability.
We delivered Group revenue of
£26.9m in the period, representing a 104% increase on the same
period last year. Furthermore, we increased profit before tax by
15% in the period to £4.8m and the underlying profits, as
represented by adjusted profit before tax, by 71% to
£9.1m.
I am pleased to confirm that the
Group has never been in a stronger position having completed two
earnings accretive acquisitions in the period. Whilst some
uncertainty still surrounds the broader market, there are clear
indications that demand is set to increase for two of our main
revenue streams and remain at current levels for lettings.
Moreover, we remain as ambitious as ever to execute on our
strategic growth plans.
Operational review
We have split the Group into three
distinct business segments, Property Franchising, Financial
Services and Licensing to ensure clarity and focus. The first two
existed before the merger with Belvoir although the scale of our
financial services division has increased very significantly since
the merger. Licensing is new following the acquisition of GPEA. All
segments have increased significantly due to the merger with
Belvoir and acquisition of GPEA. Our growth rates will become more
meaningful as we settle into this structure and realise the
synergies.
Out of total revenues of £26.9m in
the period, Property Franchising accounted for 67%, Financial
Services for 29% and Licensing for 4%, reflecting the relative
contributions in the period.
Management Service Fees ("MSF"),
the royalties earned from our brands and the activities of our
franchisees, were the major source of revenue during the first half
in Property Franchising. Lettings activities generated 68% of
MSF and sales activities generated 32% of MSF. MSF from the
franchised network increased by 60% to
£12.3m.
Removing the impact of the merger
with Belvoir, Lettings MSF grew by 8%, in line with the ONS Private
Sector Index which showed a similar annual rental inflation to June
2024. With continued strong demand, Lettings continues to be an
important driver of the Group's revenue growth.
Similarly, Sales MSF increased by
7%, against a market where adjusted UK property
transactions for January to June were flat on the same period in
the prior year. The Group's sales agreed pipeline at 30 June 2024
was 16% higher on a like for like basis than 30 June 2023 which
bodes well for H2 trading despite completion times remaining
high.
Revenues from financial services
are now dominated by the contribution from Belvoir and its network
of 300 advisors. Total financial services revenues increased by
18%, with the acquisitions made by Belvoir in 2023 contributing
approximately half of this increase.
Board Changes
Further to the separate
announcement released today, the Board is pleased to confirm that
following a thorough process, it is delighted to announce the
appointment of Ben Dodds to succeed David Raggett as Chief
Financial Officer on 1 January 2025. Ben will join the Company in
October 2024 as CFO designate which will allow time for an orderly
handover process.
Current Trading and Outlook
We expect the strong demand in the
lettings market to continue at similar levels to the first half for
the remainder of this year and probably into 2025 with the rate of
rental inflation then beginning to trend towards wage
inflation.
Our growth in sales revenues is
anticipated to improve further in H2 given the increasing level of
activity with Zoopla reporting growth in listings of 15% over the
prior year and Rightmove reporting growth in sales agreed of 16%
over the prior year, as the period ended. Both measures encouraging
us to believe that 2025 could see an increase on the 1.1m sales
completions we forecast for the market this year. Our network also
has its highest ever sales-agreed pipeline going into H2 of £47.5m,
the vast majority of which should be realised as fees by our
network in H2.
Similarly, our financial services
revenues are growing as the sales market improves and, with the
Bank of England reporting the highest number of mortgage
applications in July 2024 since September 2022 together with the
first interest rate cut, we expect more growth in H2 and this to
continue into 2025 as remortgage activity
improves.
Our focus for the remainder of the
year will be pushing ahead with the integration of our new
businesses, continuing to move ahead with realising the synergies
and progressing our strategic priorities.
With a record pipeline and at
least one interest rate reduction behind us, the Board is confident
that trading remains at least in line with market expectations for
the full year.
Financial Review for FY24 Interim Results
Revenue
Revenue for the six months ended
30 June 2024 increased 104% to £26.9m (H1 2023: £13.2m).
The revenue contribution from Belvoir was £12.3
million and GPEA £1.0m with the remaining £13.6m derived from
underlying TPFG. Like for like growth of the underlying TPFG
business over the period was 3%.
In the CEO's report, Gareth has
highlighted that we have split the Group
into three distinct business segments, Property Franchising,
Financial Services and Licensing. Out of total revenues of £26.9m
in the period, Property Franchising accounted for £18.2m (67%),
Financial Services for £7.7m (29%) and Licensing for £1.0m (4%). In
June 2024, the first full month of trading in every business
segment, the mix of revenue was: Property Franchising 53%,
Financial Service 29% and Licensing 18%.
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Unaudited
|
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Unaudited
|
|
Audited
|
|
6 Months
Ended
|
|
6 Months
Ended
|
|
12 Months
Ended
|
|
30.06.24
|
30.06.23
|
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31.12.23
|
|
£
|
|
£
|
|
£
|
Property Franchising
|
|
|
|
|
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Management Service Fees
|
12,276
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|
7,696
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|
16,099
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Owned offices' revenue
|
3,172
|
|
2,239
|
|
4,902
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Franchise sales
|
352
|
|
232
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|
458
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Franchisee support and similar
services
|
2,352
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2,119
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4,317
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18,152
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12,286
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25,776
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Financial Services
Financial services commissions
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7,672
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896
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1,502
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|
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Licensing
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Income from licensees
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1,029
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-
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-
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|
|
|
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26,853
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13,182
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27,278
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The recurring revenue as a
percentage of total revenue in June 2024 was 55%. In H1 FY23, our
recurring revenue as a percentage of total revenue was 65%. The
expected reduction in the percentage of recurring revenue arises
from the merger with Belvoir and its significant financial services
division. However, this will be countered by the acquisition
of GPEA with its licensing revenues.
Property Franchising Segment
Management Service Fees ("MSF")
MSF from our franchised network
increased by 60% to £12.3m (H1 2023: £7.7m). The increase of £4.6m
resulted from a like for like increase of £0.6m (8%) over H1 FY23
and a contribution from Belvoir of £4.0m.
H1 FY24
|
Total
Growth
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Like
for Like Growth
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Total
Result
|
Like
for Like Result
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Total
Mix
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Like
for like Mix
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Lettings MSF
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78%
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8%
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£8.4m
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£5.2m
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68%
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63%
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Sales MSF
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31%
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7%
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£3.9m
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£3.1m
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32%
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37%
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Lettings MSF continued to perform
strongly with overall growth in H1 of 78% and like for like growth
of 8%, in line with reported annual rental inflation. The mix of
lettings in like for like MSF was 63% (H1 2023: 61%).
Sales MSF increased overall by
31%. Like for like sales MSF increased by 7%, slightly lower than
our own expectations for H1 but much higher than seasonally
adjusted UK property transactions for January 24 to June
24 which were flat on the same period in the prior year. The mix of
sales in like for like MSF was 37% (H1 2023: 38%).
Owned Offices
We operated nine branches under
our Hunters brand prior to the merger with Belvoir. The merger has
resulted in three further branches being operated in the Group as
at 30 June 2024, one for each of the following brands; Belvoir,
Newton Fallowell and Nicholas Humphries. A fourth branch, Belvoir
Grantham, was franchised out shortly after the merger.
The revenue from owned offices
increased by 42% to £3.2m (H1 2023: £2.2m) with the mix being;
Lettings 67%, Sales 32%, Other 1%. Like for like revenue increased
by 6% to £2.3m (H1 FY23 £2.2m) with the mix being; Lettings 65%,
Sales 34%, Other 1%.
Franchise Sales
Franchise sales revenue increased
by 52% to £0.4m (H1 2023: £0.2m) and like for like revenue
increased by 26% to £0.3m (H1 2023: £0.2m). The latter was
generated almost equally from resales of high-street led franchises
and new territory sales by EweMove. There has been an increase in
applicants in EweMove and this was reflected in an increase of 29%
in H1 sales to 22 (H1 2023: 17).
Franchisee Support and Similar Services
The revenue from franchisee
support and similar services consists of two main elements; support
with the management of landlord's properties and the provision of
operating software together with front line support to our
franchisees.
Franchisee support and similar
services revenue increased by 11% to £2.3m (H1 2023: £2.1m) and
like for like revenue was £2.1m (H1 2023: £2.1m).
Financial Services Segment
This segment generates its revenue
from the broking of mortgages and the sale of life assurance
policies to retail customers through its network of advisors which
totalled 300 at the end of the period.
The revenue from the financial
services segment increased by 756% to £7.7m (H1 2023: £0.9m) with a
like for like reduction of £0.4m and a contribution from Belvoir of
£7.2m.
Belvoir's financial services for
the first 6 months of FY24 generated revenue of £9.9m, an increase
of 18% over the prior period with approximately half of that
increase being generated by the business acquired in
FY23.
Licensing Segment
This segment generates its income
from the licence fees and subscriptions paid by its members
together with property related services that it sells to its
members such as marketing in both print and digital
format.
The revenue generated in its first
month of trading was £1.0m of which licence fees contributed £0.8m.
GPEAs revenue for the first 6 months of FY24 was 2% lower than the
prior period at £6.6m.
Cost of Sales
Cost of sales increased by 226% to
£8.9m (H1 2023: £2.7m). The increase of £6.2m resulted from a
contribution from Belvoir of £5.9m and a contribution from GPEA of
£0.4m. Like for like cost of sales decreased slightly by
£0.1m.
Administrative expenses
Administrative expenses before
exceptional items increased by 87% to £10.5m (H1 2023: £5.6m). The
increase of £4.9m resulted from an increase in amortisation arising
on consolidation of £1.1m, a contribution from Belvoir of £2.8m
(owned offices costs being moved to cost of sales) and a
contribution from GPEA of £0.5m. Like for like administrative
expenses increased by 9% to £6.1m with the additional Board member
costs of £0.2m and an increase in the bad debt provision of £0.2m
being the main reasons.
EBITDA
The Group's EBITDA increased 34%
to £7.1m (H1 2023: £5.3m). The increase resulted from a
contribution from Belvoir of £3.7m, a contribution from GPEA of
£0.2m, exceptional costs of £2.2m and a reduction in the
share-based payment charge of £0.1m.
There were exceptional costs of
£2.2m in the period relating to the acquisition of Belvoir and
GPEA. Adding back these exceptional costs to EBITDA along with the
share-based payments charge of £0.3m results in an adjusted EBITDA
which increased 65% to £9.6m (H1 2023: £5.8m).
Operating profit
Operating profit increased by 12%
to £4.9m (H1 2023: £4.4m) and operating margin was 18% (H1 2023:
33%). The reduction in operating margin was caused by additional
amortisation arising on consolidation of £1.1m, and the exceptional
costs of £2.2mand a like for like reduction in the underlying TPFG
of £0.1m. Offsetting this reduction was a fall in the share-based
payment charge of £0.1m, a contribution from Belvoir of
£3.6m, a
contribution from GPEA of £0.2m
Adding back the share-based
payment charge, exceptional costs and the amortisation arising on
consolidation, the adjusted operating margin was 34% (H1 2023:
42%).
Profit before tax
Profit before tax increased 15% to
£4.8m (H1 2023: £4.2m). The increase of £0.6m resulted from
exceptional costs of £2.2m, additional amortisation on
consolidation of £1.1m, a contribution by Belvoir of £3.7m and a
contribution by GPEA of £0.2m.
Adding back amortisation arising
on consolidation of £1.8m, exceptional costs of £2.2m, and a
share-based payment charge of £0.3m derives adjusted profit before
tax which increased 71% to £9.1m (H1 2023: £5.3m).
At a segmental level, total profit
before tax increased by 52% to £8.7m. Property Franchising
increased its profit before tax by 38% to £7.4m (H1 2023 £5.3m) and
Financial Services increased its profit before tax by 184% to £1.1m
(H1 2023: £0.4m). In its first month of trading, Licensing
generated a profit before tax of £0.2m.
Taxation
The income tax expense increased
by 32% to £1.2m (H1 2023: £0.9m) with £0.1m arising from the
increase in the corporation tax rate in April 23 to 25%. The
remainder arises from the increase in taxable profits and the
release from deferred tax.
Profit and Total Comprehensive Income
Statutory profit after income tax
expenses attributable to the owners of the parent increased by 11%
to £3.7m (H1 2023: £3.3m).
Earnings per share
Basic earnings per share decreased
by 30% to 7.2p (H1 2023: 10.3p) based on a weighted average number
of shares in issue in the period of 51,422,733 (H1 2023:
32,041,966). Similarly, diluted earnings per share decreased by 32%
to 7.0p (H1 2023: 10.3p) based on an estimate of diluted shares in
issue of 52,842,604 (H1 2023: 32,141,574). Both measures are
impacted by the shares issued in March 2024 in connection with the
merger with Belvoir, the costs of the acquisitions of Belvoir and
GPEA of £2.2m (shown as exceptional administrative expenses on the
face of the consolidated statement of comprehensive income) and the
increase in the amortisation arising on consolidation in the period
following these transactions of £1.1m (costs which are included
within administrative expenses before exceptional
items).
Adjusted basic earnings per share,
the result of dividing adjusted earnings by the weighted average
number of shares in issue in the period of 51,422,733 (H1 2023:
32,041,966), increased by 12% to 15.5p (H1 2023: 13.9p). Similarly,
adjusted diluted earnings per share, the result of dividing
adjusted earnings by the weighted average number of shares in issue
in the period of 52,842,604 (H1 2023: 32,141,574), increased by 9%
to 15.1p (H1 2023: 13.9p).
Dividends
The Board has pursued a
progressive dividend policy to generate an attractive return for
shareholders and, given the Group's strong financial standing, it
will continue to do so. At the same time, the Board will continue
to pursue corporate acquisitions as and when they arise and to
fulfil the other elements of its strategic plan.
The Group has made significant
progress with its strategic objectives and continues to deliver
strong cash generation from its significantly enlarged operations.
As a result, the Board is pleased to announce an increased interim
dividend of 6.0p (H1 2023: 4.6p). It will be paid on 4 October 2024
to all shareholders on the register on 20 September 2024. Our
shares will be marked ex-dividend on 19 September 2024.
Balance Sheet
Due to the acquisitions this year,
there have been significant changes to three lines in the balance
sheet over year-end and H1 FY23. The process of determining the
final acquisition values is ongoing and so what follows is based on
the Board's best estimates available at this time.
Intangible assets increased by
£138.9m to £183.4m (H1 2023: £44.5m) with the acquisitions
contributing £141m: Belvoir £117.0m and GPEA £24.0m. The difference
being the amortisation charged in the consolidated statement of
comprehensive income since 30 June 2023.
The consideration for Belvoir
involved a share for share exchange of £103.5m which increased the
merger reserve to £117m.
Deferred tax increased by £18.0m
to £22.7m (H1 2023: £4.7m) due to the intangible assets acquired
with Belvoir contributing £15.0m and GPEA contributing £4.0m. The
difference being the release to the consolidated statement of
comprehensive income since 30 June 2023.
The Group has improved its balance
sheet strength since 30 June 2023 with equity attributable to the
owners increasing 276% to £144.0m (H1 2023: £38.2m).
Cashflow
At an operational level, the Group
remains highly cash generative. Cash generated from operations
increased to £3.7m (H1 2023: £3.6m). That represented a 52% (H1
2023: 68%) conversion of EBITDA into cash generated from
operations. We expect the full year conversion rate to improve as
the sums due from partners are paid and working capital normalises.
The Group generated £11.3m of cash from operations in FY23, 100%
conversion of EBITDA, of which £3.6m was generated in H1
2023.
After the payment of bank interest
and corporation tax, net cash generated from operations reduced by
£0.5m to £1.9m (H1 2023: £2.4m).
On 7 March 2024 the Group acquired
the entire issued and to be issued share capital of Belvoir for a
net cash consideration of £1.7m. The outflow being the net of the
cash held by Belvoir on completion less the settlement of Belvoir's
outstanding options.
On 31 May 2024 the Group acquired
GPEA Limited for £20.0m subject to any revisions resulting from the
completion accounts process. Cash of £15.0m was paid on completion
which after cash acquired netted to £14.3m, as shown in the
consolidated statement of cash flows.
To fund the acquisition of GPEA
Ltd and support future growth, the Group entered into a new debt
facility with Barclays Bank Plc for up to £27.0m (term loan £14.0m;
revolving credit facility £8.0m, accordion £5.0m) of which £15m
(term loan of £14.0m repayable over 3 years with extension options
to 5 years plus RCF of £1.0m) was drawn to fund the initial
consideration and £5.0m as short-term support for the integration.
At the period end £20.0m remained drawn.
As a result of agreeing new bank
facilities, the remaining £2.5m (H1 2023: £2.5m) due under the
expiring facility was repaid to Barclays.
A special dividend of 2.0pfor FY23
and a final dividend for FY23 of 7.4p were paid in the period
amounting to £5.3m (H1 2023: £4.3m).
Overall, the cash balances of the
Group increased by £2.5m to £5.7m (H1 2022: £3.2m).
Liquidity
The Group had a net debt balance
of £14.3m at the end of the period (H1 2023: net cash £0.7m) which
would equate to a multiple of 1.0 times annualised H1 2024 adjusted
EBITDA.
THE PROPERTY FRANCHISE GROUP
PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2024
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
|
6 Months
Ended
|
|
6 Months
Ended
|
|
12 Months
Ended
|
|
|
|
|
30.06.24
|
30.06.23
|
|
31.12.23
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
26,853
|
|
13,182
|
|
27,278
|
|
Cost of sales
|
|
|
(8,880)
|
|
(2,726)
|
|
(5,400)
|
|
GROSS PROFIT
|
|
|
17,973
|
|
10,456
|
|
21,878
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses before
exceptional items
|
|
|
(10,540)
|
|
(5,646)
|
|
(11,831)
|
|
Exceptional administrative
expenses
|
4
|
|
(2,245)
|
|
-
|
|
-
|
|
Share-based payments
charge
|
|
|
(284)
|
|
(416)
|
|
(783)
|
|
OPERATING PROFIT
|
|
|
4,904
|
|
4,394
|
|
9,264
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
|
|
126
|
|
3
|
|
20
|
|
Finance costs
|
|
|
(195)
|
|
(200)
|
|
(357)
|
|
Other gains and losses
|
|
|
-
|
|
-
|
|
87
|
|
PROFIT BEFORE INCOME TAX EXPENSE
|
|
|
4,835
|
|
4,197
|
|
9,014
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
5
|
|
(1,167)
|
|
(886)
|
|
(1,644)
|
|
|
|
|
|
|
|
|
|
|
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD
|
|
|
3,668
|
|
3,311
|
|
7,370
|
|
|
|
|
|
|
|
|
|
|
PROFIT AND TOTAL COMPREHENSIVE
INCOME FOR THE PERIOD ATTRIBUTABLE TO:
|
|
|
|
|
|
|
Owners of the parent
|
|
|
3,681
|
|
3,314
|
|
7,395
|
|
Non-controlling minority
interest
|
|
|
(13)
|
|
(3)
|
|
(25)
|
|
|
|
|
3,668
|
|
3,311
|
|
7,370
|
|
Earnings per share
attributable to owners of the
parent
|
6
|
|
7.2p
|
|
10.3p
|
|
23.0p
|
|
|
|
|
|
|
|
|
Diluted earnings per share
attributable to owners of the parent
|
6
|
|
7.0p
|
|
10.3p
|
|
22.0p
|
|
|
|
|
|
|
|
|
|
|
Adjusted:
|
|
|
|
|
|
|
|
|
Earnings per share attributable to
owners of the parent
|
|
6
|
15.5p
|
|
13.9p
|
|
29.7p
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
attributable to owners of the parent
|
|
6
|
15.1p
|
|
13.9p
|
|
28.4p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
THE PROPERTY
FRANCHISE GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE
2024
|
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
|
|
As
at 30.06.24
|
|
As at
30.06.23
|
|
As at
31.12.23
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
ASSETS
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Intangible assets
|
|
10
|
|
183,407
|
|
44,462
|
|
43,757
|
|
Property, plant and
equipment
|
|
|
|
802
|
|
229
|
|
181
|
|
Investments
|
|
|
|
-
|
|
137
|
|
-
|
|
Right of use assets
|
|
|
|
2,278
|
|
1,456
|
|
1,525
|
|
Prepaid assisted acquisitions
support
|
|
|
|
238
|
|
266
|
|
230
|
|
Other Receivables
|
|
11
|
|
3,135
|
|
220
|
|
210
|
|
|
|
|
|
189,860
|
|
46,770
|
|
45,903
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
|
12,682
|
|
4,521
|
|
4,134
|
|
Cash and cash
equivalents
|
|
|
|
5,698
|
|
3,224
|
|
7,642
|
|
|
|
|
|
18,380
|
|
7,745
|
|
11,776
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
|
208,240
|
|
54,515
|
|
57,679
|
|
|
|
|
|
|
|
|
|
|
|
ISSUED CAPITAL AND RESERVES
ATTRIBUTABLE TO OWNERS OF PARENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
|
623
|
|
320
|
|
323
|
|
Share premium
|
|
|
|
4,129
|
|
4,129
|
|
4,129
|
|
Merger reserve
|
|
|
|
117,497
|
|
14,345
|
|
14,345
|
|
Own share reserve
|
|
|
|
(420)
|
|
(348)
|
|
(420)
|
|
Retained earnings
|
|
|
|
19,194
|
|
17,906
|
|
20,765
|
|
Other reserves
|
|
|
|
2,965
|
|
1,851
|
|
1,673
|
|
|
|
|
|
143,988
|
|
38,203
|
|
40,815
|
|
NON-CONTROLLING INTEREST
|
|
|
|
(16)
|
|
19
|
|
(3)
|
|
TOTAL EQUITY
|
|
|
|
143,972
|
|
38,222
|
|
40,812
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
8
|
|
17,667
|
|
-
|
|
-
|
|
Lease liabilities
|
|
|
|
2,167
|
|
1,626
|
|
1,647
|
|
Provisions
|
|
|
|
154
|
|
181
|
|
181
|
|
Deferred tax
|
|
9
|
|
22,689
|
|
4,744
|
|
4,394
|
|
|
|
|
|
42,677
|
|
6,551
|
|
6,222
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
8
|
|
2,333
|
|
2,500
|
|
2,500
|
|
Trade and other
payables
|
|
|
|
16,878
|
|
5,432
|
|
6,319
|
|
Lease liabilities
|
|
|
|
639
|
|
495
|
|
395
|
|
Tax payable
|
|
|
|
1,741
|
|
1,315
|
|
1,431
|
|
|
|
|
|
21,591
|
|
9,742
|
|
10,645
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
|
64,268
|
|
16,293
|
|
16,867
|
|
TOTAL EQUITY AND LIABILITIES
|
|
|
|
208,240
|
|
54,515
|
|
57,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
THE PROPERTY
FRANCHISE GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX
MONTHS ENDED 30 JUNE 2024
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
6 Months
Ended
|
|
6 Months
Ended
|
|
12
Months Ended
|
|
|
30.06.24
|
30.06.23
|
|
31.12.23
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Profit before income
tax
|
4,835
|
|
4,197
|
|
9,014
|
|
Depreciation and amortisation
charges
|
2,237
|
|
1,036
|
|
2,043
|
|
Revaluation of investments in
shares
|
-
|
|
-
|
|
(87)
|
|
Share-based payments
charge
|
284
|
|
416
|
|
783
|
|
Profit on disposal of FDGs and
rebrands
|
(46)
|
|
(95)
|
|
(89)
|
|
Finance costs
|
195
|
|
200
|
|
357
|
|
Finance income
|
(126)
|
|
(3)
|
|
(20)
|
|
|
|
|
|
|
|
|
Operating cash flow before changes in working
capital
|
7,379
|
|
5,751
|
|
12,001
|
|
Increase in trade and other
receivables
|
(1,402)
|
|
(783)
|
|
(319)
|
|
Increase / (Decrease) in trade and
other payables
|
(2,273)
|
|
(1,348)
|
|
(358)
|
|
Cash generated from operations
|
3,704
|
|
3,620
|
|
11,324
|
|
|
|
|
|
|
|
|
Interest paid
|
(12)
|
|
(158)
|
|
(255)
|
|
Tax paid
|
(1,761)
|
|
(1,012)
|
|
(2,048)
|
Net cash generated from operations
|
1,931
|
|
2,450
|
|
9,021
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
Purchase of Belvoir net of cash
acquired
|
(1,730)
|
|
(202)
|
|
-
|
Purchase of GPEA net of cash
acquired
|
(14,321)
|
|
-
|
|
-
|
Disposal of investment in
shares
|
-
|
|
-
|
|
81
|
The Mortgage Genie deferred
consideration
|
-
|
|
-
|
|
(138)
|
Disposal of intangible assets -
FDGs and rebrands
|
125
|
|
54
|
|
53
|
Disposal of intangible assets -
Customer lists
|
-
|
|
-
|
|
(201)
|
Purchase of tangible
assets
|
(8)
|
|
(106)
|
|
(114)
|
Payment of assisted acquisitions
support
|
(95)
|
|
(67)
|
|
(115)
|
Interest received
|
126
|
|
3
|
|
20
|
Net cash used in investing
activities
|
(15,903)
|
|
(318)
|
|
(414)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Issue of ordinary
shares
|
-
|
|
-
|
|
3
|
Equity dividends paid (note
7)
|
(5,252)
|
|
(2,807)
|
|
(4,283)
|
Purchase of shares by Employee
Benefit Trust
|
-
|
|
-
|
|
(72)
|
Net settlement of share
options
|
-
|
|
-
|
|
(270)
|
Bank loans drawn
|
20,000
|
|
-
|
|
-
|
Bank loan repaid
|
(2,500)
|
|
(2,500)
|
|
(2,500)
|
Principal paid on lease
liabilities
|
(164)
|
|
(236)
|
|
(431)
|
Interest paid on lease
liabilities
|
(56)
|
|
(49)
|
|
(96)
|
Net cash used in financing
activities
|
12,028
|
|
(5,592)
|
|
(7,649)
|
|
|
|
|
|
|
(Decrease) / Increase in cash and cash
equivalents
|
(1,944)
|
|
(3,460)
|
|
958
|
Cash and cash equivalents at the beginning of the
period
|
7,642
|
|
6,684
|
|
6,684
|
Cash and cash equivalents at end of the
period
|
5,698
|
|
3,224
|
|
7,642
|
|
|
|
|
|
|
|
|
|
| |
THE PROPERTY FRANCHISE GROUP PLC
NOTES TO THE INTERIM RESULTS
FOR THE SIX
MONTHS ENDED 30 JUNE 2024
1.
GENERAL
INFORMATION
The principal activity of The
Property Franchise Group plc and its subsidiaries continues to be
that of a UK residential property franchise business. The company
is a public limited company incorporated and domiciled in the UK.
The address of its head office and registered office is 2 St
Stephen's Court, St Stephen's Road, Bournemouth, Dorset, BH2 6LA,
UK.
2. BASIS OF
PREPARATION
The consolidated interim financial
information for the six months ended 30 June 2024 was approved by
the Board and authorised for issue on 10 September 2024. The results for 30 June 2024 and 30 June 2023 are
unaudited. The disclosed figures are not statutory accounts in
terms of Section 435 of the Companies Act 2006. Statutory accounts
for the year ended 31 December 2023 on which the auditors gave an
audit report which was unqualified and did not contain a statement
under Section 498(2) or (3) of the Companies Act 2006, have been
filed with the Registrar of Companies. The annual financial
statements of the Group are prepared in accordance with UK adopted
international accounting standards and, as regards the Parent
Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
This interim report has been
prepared on a basis consistent with the accounting policies
expected to be applied for the year ending 31 December 2024 and
uses the same accounting policies and methods of computation
applied for the year ended 31 December 2023.
Going concern
When assessing the foreseeable
future, the directors have looked at a period of 12 months from the
date of approval of the interim financial information. The
directors have a reasonable expectation that the Group has adequate
resources to continue to trade for the foreseeable future and,
therefore, consider it appropriate to prepare the Group's interim
financial information on a going concern basis.
Significant accounting policies
The Group's interim financial
information includes those of the parent company and its
subsidiaries, drawn up to 30 June 2024. Subsidiaries are all
entities over which the Group has control. The Group controls an
entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date
that control ceases.
The Group applies the acquisition
method to account for business combinations. The consideration
transferred for the acquisition of a subsidiary is the fair values
of the assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by the
Group. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Inter-company transactions,
balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated.
Where necessary amounts reported by subsidiaries have been adjusted
to conform with the Group's accounting policies.
THE PROPERTY FRANCHISE GROUP PLC
NOTES TO THE INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
3. SEGMENTAL
REPORTING
The directors consider there to be
three operating segments being Property Franchising, Financial
Services and Licensing.
For the six months ended 30 June 2024:
|
|
|
Property
Franchising
|
Financial
Services
|
Licensing
|
|
Total
|
|
Continuing
|
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
18,152
|
7,672
|
1,029
|
|
26,853
|
|
|
|
|
|
|
|
|
|
|
Segmental profit before
tax
|
|
|
7,384
|
1,071
|
225
|
|
8,680
|
|
PLC central overheads
|
|
|
|
|
|
|
(1,247)
|
|
Exceptional administrative
expenses
|
|
|
|
|
|
|
(2,245)
|
|
Share based payment
charge
|
|
|
|
|
|
|
(284)
|
|
Finance costs and income
|
|
|
|
|
|
|
(69)
|
|
Profit before tax
|
|
|
|
|
|
|
4,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
For the six months ended 30 June 2023:
|
|
|
Property
Franchising
|
Financial
Services
|
Licensing
|
|
Total
|
Continuing
|
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
12,286
|
896
|
-
|
|
13,182
|
|
|
|
|
|
|
|
|
Segmental profit before
tax
|
|
|
5,343
|
377
|
-
|
|
5,720
|
PLC central overheads
|
|
|
|
|
|
|
(910)
|
Share based payment
charge
|
|
|
|
|
|
|
(416)
|
Finance costs and income
|
|
|
|
|
|
|
(197)
|
Profit before tax
|
|
|
|
|
|
|
4,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
For the year ended 31 December 2023:
|
|
|
Property
Franchising
|
|
Financial Services
|
Licensing
|
|
Total
|
|
Continuing
|
|
|
£'000
|
|
£'000
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
25,776
|
|
1,502
|
-
|
|
27,278
|
|
|
|
|
|
|
|
|
|
|
|
Segmental profit before
tax
|
|
|
11,880
|
|
352
|
-
|
|
12,232
|
|
PLC central overheads
|
|
|
|
|
|
|
|
(2,185)
|
|
Share based payment
charge
|
|
|
|
|
|
|
|
(783)
|
|
Other gains and losses
|
|
|
|
|
|
|
|
87
|
|
Finance costs and income
|
|
|
|
|
|
|
|
(337)
|
|
Profit before tax
|
|
|
|
|
|
|
|
9,014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
There was no inter-segment revenue
in any period.
THE PROPERTY FRANCHISE GROUP PLC
NOTES TO THE INTERIM RESULTS
FOR THE SIX
MONTHS ENDED 30 JUNE 2024
4. EXCEPTIONAL COSTS
Exceptional costs relate to costs
incurred on the acquisition of Belvoir Group plc and GPEA
Limited.
5. TAXATION
The tax charge is based on the
expected effective tax rate for the full year to December 2024. The
tax charge is lower than the standard rate of corporation tax, the
main reason for this is because it includes a credit arising on the
exercise of share options in Belvoir.
6. EARNINGS PER SHARE
Earnings per share is calculated by
dividing the profit for the financial period by the weighted
average number of shares during the period.
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
6 Months
Ended
|
|
6 Months
Ended
|
|
12
Months Ended
|
|
|
30.06.24
|
|
30.06.23
|
|
31.12.23
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
Profit for the period attributable
to owners of parent
|
|
3,681
|
|
3,314
|
|
7,396
|
Amortisation on acquired
intangibles
|
|
1,778
|
|
721
|
|
1,443
|
Share-based payments
charge
|
|
284
|
|
416
|
|
783
|
Exceptional costs
|
|
2,245
|
|
-
|
|
-
|
Loss on revaluation of listed
investments
|
|
-
|
|
-
|
|
(87)
|
Adjusted profit for the
period
|
|
7,988
|
|
4,451
|
|
9,535
|
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
6 Months
Ended
|
|
6 Months
Ended
|
|
12
Months Ended
|
|
|
|
30.06.24
|
|
30.06.23
|
|
31.12.23
|
Weighted average number of
shares
|
|
51,422,733
|
|
32,041,966
|
|
32,142,942
|
|
|
|
|
|
|
|
|
Dilutive effect of share options
on ordinary shares
|
|
1,419,871
|
|
99,608
|
|
1,418,547
|
|
|
|
52,842,604
|
|
32,141,574
|
|
33,561,469
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
6 Months
Ended
|
|
6 Months
Ended
|
|
12
Months Ended
|
|
|
|
30.06.24
|
|
30.06.23
|
|
31.12.23
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
|
7.2p
|
|
10.3p
|
|
23.0p
|
Diluted earnings per
share
|
|
7.0p
|
|
10.3p
|
|
22.0p
|
Adjusted basic earnings per
share
|
|
15.5p
|
|
13.9p
|
|
29.7p
|
Adjusted diluted earnings per
share
|
|
15.1p
|
|
13.9p
|
|
28.4p
|
|
|
|
|
|
|
|
|
|
| |
THE PROPERTY FRANCHISE GROUP PLC
NOTES TO THE INTERIM RESULTS
FOR THE SIX
MONTHS ENDED 30 JUNE 2024
7.
DIVIDENDS
|
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
As at
|
|
As at
|
|
As
at
|
|
|
|
30.06.24
|
30.06.23
|
31.12.23
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Final dividend paid
|
|
|
4,611
|
|
2,807
|
|
2,807
|
Dividend per share paid
|
|
|
7.4p
|
|
8.8p
|
|
8.8p
|
|
|
|
|
|
|
|
|
Interim dividend paid
|
|
|
-
|
|
-
|
|
1,476
|
Dividend per share paid
|
|
|
-
|
|
-
|
|
4.6p
|
|
|
|
|
|
|
|
|
Special dividend paid
|
|
|
641
|
|
-
|
|
-
|
Dividend per share paid
|
|
|
2.0p
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Total Dividends paid
|
|
|
5,252
|
|
2,807
|
|
4,283
|
|
|
|
|
|
|
|
| |
An interim dividend for 2024 of
6.0p per share has been declared and will be paid on 4 October 2024
to all shareholders on the register on 20 September 2024. Our
shares will be marked ex-dividend on 19 September 2024. The total
amount payable is £3.8m.
8. BORROWINGS
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
|
6 Months
Ended
|
|
6 Months
Ended
|
|
12
Months Ended
|
|
|
|
30.06.24
|
|
30.06.23
|
|
31.12.23
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
Repayable within one
year:
|
|
|
|
|
|
|
|
Bank loan (revolving credit
facility)
|
|
-
|
|
2,500
|
|
2,500
|
|
Bank loan (term loan)
|
|
2,333
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Repayable in more than one
year:
|
|
|
|
|
|
|
|
Bank loan (revolving credit
facility)
|
|
6,000
|
|
-
|
|
-
|
|
Bank loan (term loan)
|
|
11,667
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
On 31 May 2024, the company agreed
facilities with Barclays Bank Plc totalling £27.0m of which £5.0m
is an accordion subject to conditions at the time of requesting its
use. This loan facility comprised of a:
Term Loan - £14.0m term loan drawn
down on 31 May 2024 and repayable over 3 years with extension
options to 5 years. This is currently being repaid over 3 years
with quarterly instalments of £777,777 due from 1 November 2024.
The interest rate appliable to the term loan is 2.2% over
SONIA
Revolving credit facility ("RCF") -
£8.0m was immediately available of which £1.0m was drawn down on 31
May 2024 and £5.0m was drawn down on 6 June 2024, with £2.0m
remaining unutilised. The interest rate applicable to the RCF is
2.5% over SONIA. There is a non-utilisation rate of 1% on undrawn
amounts.
The loans are secured with a fixed
and floating charge over the Group's assets and a cross guarantee
over all companies in the Group.
The cash inflow for borrowings
arising from financing activities during the period was
£20m.
THE PROPERTY FRANCHISE GROUP PLC
NOTES TO THE INTERIM RESULTS
FOR THE SIX
MONTHS ENDED 30 JUNE 2024
9. DEFERRED TAX
The movement in the deferred tax
balance includes deferred tax arising on business combinations (see
note 11 for details) and the release of deferred tax against the
amortisation of acquired intangibles.
10. ACQUISITIONS
Acquisition of Belvoir Group plc
Effective 7 March 2024 the Group
acquired the entire issued and to be issued share capital of
Belvoir Group plc, a competitor property franchisor with a network
of over 300 franchised offices across the UK. It operates under 6
brands and also has a significant financial services division
comprising a network of over 300 mortgage advisors. Total
consideration was £107.2m, being £103.5m in relation to a share for
share exchange whereby each Belvoir shareholder was issued 0.806377
new shares in The Property Franchise Group plc and £3.7m in cash
which was used to settle share option obligations.
An exercise is currently being
undertaken to allocate the purchase price between the fair value of
intangible assets acquired with the remainder being recognised as
goodwill. The assets acquired are likely to be master franchise
agreements, lettings books and brands.
The value of the intangible assets
and goodwill acquired has been estimated at £117m. Amortisation
of £1.0m has
been included in these financial statements for the period from 7
March - 30 June 2024 based on the current estimate of intangibles
acquired. The deferred tax arising on the intangibles acquired is
estimated at £15m. Further details will be included in the year-end
financial statements when the values will have been
finalised.
Acquisition of GPEA Limited
On 31 May 2024 the Group acquired
the entire issued and to be issued share capital of GPEA Limited
and associated companies, trading as The Guild of Property
Professionals and Fine & Country. Total consideration was
£20.0m, of which £15.0m was paid in cash on acquisition and is
subject to the finalisation of the completion accounts process.
There is also deferred consideration of £5.0m payable on the first
anniversary of the date of acquisition.
An exercise is currently being
undertaken to allocate the purchase price between the fair value of
intangible assets acquired with the remainder being recognised as
goodwill. The assets acquired are likely to be master franchise
agreements and brands.
The value of the intangible assets
and goodwill acquired has been estimated at £24m. Amortisation
of £0.1m has
been included in these financial statements for the period from 31
May - 30 June 2024 based on the current estimate of intangibles
acquired. The deferred tax arising on the intangibles acquired is
estimated at £4m. Further details will be included in the year-end
financial statements when the values will have been
finalised.
11. OTHER RECEIVABLES
Other non-current receivables comprise outstanding loans advanced to
franchisees.