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Half year results for the 6 months ended 31/12/23

7 Mar 2024 07:00

RNS Number : 9055F
Brooks Macdonald Group PLC
07 March 2024
 

7 March 2024

BROOKS MACDONALD GROUP PLC

HALF-YEAR RESULTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2023

"Six months of strategic progress resulting in an 18% increase in underlying profit before tax"

 

Brooks Macdonald Group plc ("Brooks Macdonald" or the "Group") today announces its half-year results for the six months ended 31 December 2023.

 

Andrew Shepherd, CEO, commented:

"I am pleased to report that demand for our products and services remains strong across our Group with £1.2 billion of gross inflows during the period. This rounds out a solid half year in which revenue growth and a focus on cost control delivered an improved underlying profit margin of 26.9%. 

"During the last six months our priority has been to help our clients and advisers navigate the challenging markets that the wealth management industry has continued to face. The need for trusted advice and robust long-term investment management remains as strong as ever. As a management team, we have been proactive in adapting our business to the current environment, resulting in a Group that is in a stronger operational position, well-placed to take advantage of the opportunity ahead.

"These results are a testament to the expertise and hard work of our people and our collective drive to deliver long-term sustainable results. Although the short-term macroeconomic outlook remains uncertain, we have confidence in our growth strategy and our ability to keep delivering for all our stakeholders."

Solid financial performance with continued organic growth

· Total Funds under Management ("FUM") grew to a record £17.6 billion, up 4.3% over the half year (30 June 2023: £16.8 billion);

· Funds under Management or Advice ("FUM/A") with Private Clients reached £5.2 billion, with £4.4 billion relating to portfolios within the Group's investment management and £0.8 billion to portfolios with third party investment managers;

· Investment performance was 5.3% for the half year, in line with the MSCI PIMFA balanced index, which was up 5.6%, offsetting net outflows in the period of £0.2 billion or 1% of opening FUM;

· Revenue increased by 8.0% to £63.6 million (H1 FY23: £58.9 million) driven by higher financial planning revenue, following the acquisitions in the prior period, and transactional and net interest income;

· Underlying costs increased by 4.7% in line with guidance and primarily due to the full period impact of the acquisitions made in the prior period and cost inflation. The benefits from the organisational changes implemented in December will be realised in the second half;

· Underlying profit before tax was £17.1 million, up from £14.5 million in the same period last year, with the underlying profit margin increasing to 26.9% (H1 FY23: 24.6%), consistent with the Group's commitment to achieving a top quartile underlying profit margin;

· The performance of our International operations is behind plan and in the interests of achieving the best return for shareholders, we have commenced a strategic review of the business. In addition, the Group has recognised an £11.6 million one-off, non-cash impairment charge on the goodwill associated with the International business acquired in 2012. This has led to a statutory loss before tax of £0.8 million at the Group level, compared with a profit of £9.8 million in H1 FY23. The impairment charge does not impact cash nor regulatory capital, and has not limited the Group's ability to distribute capital to shareholders in accordance with our progressive dividend policy;

· The Group has declared an interim dividend of 29.0p (H1 FY23: 28.0p), in line with its progressive dividend policy. This reflects our strong capital position and the Board's continuing confidence in the Group's prospects.

 

Strategic progress

Organisational development

· The Group implemented organisational changes, reducing headcount by c. 10%, which will result in an annual cost saving of c. £4 million, designed to strengthen the business operationally and best deliver on the strategy to drive growth;

· The Group is increasingly focusing its client-facing activities around its distribution channels, with distinct propositions and sales strategies that meet the different needs of advisers and private clients, to build stronger relationships and provide exceptional service.

 

Ongoing digital transformation

· In the period, the Group completed the first phase of the implementation of its new client relationship management system, focussed on advisers, with the second phase focused on intermediated and private clients to commence shortly;

· The Group has embedded outsourced adviser- and client-facing processes and systems, aiming to deliver best-in-class experience;

· In financial planning, the Group implemented advice software across the UK business to provide consistently strong client service.

 

Outlook

· The outlook for underlying profit for the year remains in line with market expectations;

· We expect continued momentum in gross inflows, primarily driven by Platform MPS and BMIS. However, the Group continues to see an elevated level of outflows given prevailing macroeconomic conditions, and we now expect net outflows for the full year at the Group level;

· Cost benefits of the organisational changes announced in October 2023 will be realised from the second half;

 

Financial highlights:

H1 FY24

H1 FY23

FY23

 

 

 

 

Underlying1 profit before tax (£m)

17.1

14.5

30.3

Underlying1 profit margin before tax (%)

26.9

24.6

24.5

Statutory (loss) 2/profit before tax (£m)

(0.8)

9.8

22.2

Statutory (loss) 2/profit margin before tax (%)

(1.3)

16.6

17.9

Underlying1 diluted earnings per share (p)

80.4

72.5

151.0

Statutory diluted (loss)/earnings per share (p)

(21.1)

50.6

112.6

Interim (FY23 - final) dividend per share (p)

29.0

28.0

75.0

 

Business highlights:

H1 FY24

H1 FY23

FY23

 

 

 

 

FUM (£bn)

17.6

16.2

16.8

Revenue (£m)

63.6

58.9

123.8

Total net assets (£m)

147.6

151.1

157.3

Cash balances (£m)

59.0

37.6

53.4

 

Revenue by segment:

H1 FY24

H1 FY23

FY23

 

 

 

 

UK Investment Management (£m)

54.2

48.8

103.5

International (£m)

9.4

10.1

20.3

 

Financial calendar:

 

 

 

Ex-dividend date for interim dividend

14 March 2024

Record date for interim dividend

15 March 2024

Interim dividend payment date

16 April 2024

1The underlying figures represent the results for the Group's activities excluding underlying adjustments as listed in the Interim management report. The Board considers the underlying profit to be an appropriate reflection of the Group's performance compared to statutory profit. A reconciliation between the Group's statutory and underlying profit before tax is also included in the Interim management report.

2The statutory loss is after accounting for statutory profit adjustments, including a one-off goodwill impairment of £11.6 million in association with the International business.

 

 

 

Conference call and investor presentation details

 

There will be a video presentation followed by a Q&A session for analysts and investors at 9:30 a.m. today via webcast and conference call.

 

For conference call details please contact FTI Consulting on +44 (0) 07976 870961 or brooksmacdonald@fticonsulting.com. The video presentation can be accessed on the Investor Relations section of Brooks Macdonald's website using the following link:

 

https://www.brooksmacdonald.com/investor-relations

 

Presentation slides will be available from 7.30 a.m. today on the Investor Relations site.

 

Enquiries to:

 Brooks Macdonald Group plc

 Andrew Shepherd, CEO

 Andrea Montague, Chief Financial Officer

 

www.brooksmacdonald.com

020 7927 4816

 Singer Capital Markets Advisory LLP (Nominated Adviser and Joint Broker)

 Charles Leigh-Pemberton/James Moat

 

 Investec Bank plc (Joint Broker)

 Bruce Garrow/David Anderson

 

020 7496 3000

 

 

 

020 7597 4000

 FTI Consulting

 Ed Berry/Katherine Bell

 

brooksmacdonald@fticonsulting.com

07703 330199 / 07976 870961

 

Notes to editors

Brooks Macdonald Group plc, through its various subsidiaries, provides leading wealth management services in the UK and internationally. The Group, which was founded in 1991 and began trading on AIM in 2005, had discretionary Funds under Management of £17.6 billion as at 31 December 2023.

Brooks Macdonald offers outsourced discretionary investment management for intermediaries and advice-led integrated wealth management for private clients. The Group also acts as fund manager to a range of onshore and international funds.

The Group has fourteen offices across the UK and Crown Dependencies including London, Birmingham, East Anglia, Exeter, Leeds, Manchester, Nuneaton, Southampton, Tunbridge Wells, Scotland, Wales, Jersey, Guernsey and Isle of Man.

LEI: 213800WRDF8LB8MIEX37

 

www.brooksmacdonald.com / @BrooksMacdonald

 

 

Interim management report

Solid financial performance in H1

The six months ended 31 December 2023 saw solid performance amid challenging markets, with positive investment returns contributing to growth in Funds under Management ("FUM") of 4.3%, which reached a record £17.6 billion (30 June 2023: £16.8 billion). Despite weak industry flows, we delivered good growth in BM Investment Solutions ("BMIS"), our Platform Managed Portfolio Service ("PMPS") and the specialist offerings in our Bespoke Portfolio Service ("BPS"), especially in our Decumulation Service.

Total Group revenue increased by 8.0% to £63.6 million (H1 FY23: £58.9 million), driven by an increase in transactional and interest income, and a greater contribution from financial planning revenue following the acquisitions in the prior period. Total underlying costs were up 4.7% to £46.5 million (H1 FY23: £44.4 million), reflecting strong cost discipline in an inflationary environment. Together, this resulted in a significant increase to underlying profit before tax, of 17.9% to £17.1 million (H1 FY23: £14.5 million), and to underlying profit margin of 2.3 percentage points to 26.9% (H1 FY23: 24.6%), reflecting our commitment and progress to achieving a top quartile underlying profit margin. Similarly, underlying basic EPS was up 9.7% to 81.6p (H1 FY23: 74.4p).

The performance of our International operations is behind plan and in the interests of achieving the best return for shareholders, we have commenced a strategic review of the business. In addition, the Group has recognised an £11.6 million one-off, non-cash impairment charge on the goodwill associated with this business. This has contributed to a Group statutory loss before tax of £0.8 million - excluding this impairment, the Group would have recognised a statutory profit before tax of £10.8 million (H1 FY23: £9.8 million). The impairment charge does not impact cash, nor regulatory capital, and has not limited the Group's ability to distribute capital to shareholders in accordance with our progressive dividend policy.

The Group is declaring an interim dividend of 29.0p per share, up from the 28.0p interim dividend paid last year, in line with the solid underlying results for the period and the Board's continuing confidence in the Group's prospects.

 

Strategy to enable growth

Recent markets have been more difficult to navigate but our key strengths, which include a client-centric culture, strong adviser relationships, robust Centralised Investment Process and a commitment to service and operational excellence, mean that the value we provide our key stakeholders remains strong.

We have a clear strategy which will increase the value we create for all stakeholders. We are focused on three key value drivers to achieve this strategy:

? Market-leading organic growth;

? Service and operational excellence; and

? Selective high-quality acquisitions.

Our medium-term ambition is to achieve the following targets: to deliver 8-10% net flows, to achieve top quartile underlying profit margin and to become a Top 5 wealth manager in the UK.

Market-leading organic growth

In the first half of our financial year, we continued to see elevated industry outflows. However, client demand was strong and we continued to attract funds, with Group gross inflows of £1.2 billion, up 1% on the same period last year. Approximately half of these inflows were in our MPS Platform service. Increased outflows of £1.3 billion, reflecting trends seen in the broader market, led to overall modest net outflows of less than £0.2 billion in the period. This was more than offset by positive investment performance of £0.9 billion, leading to a 4.3% increase in FUM to a record level of £17.6 billion.

Our UK Investment Management ("UKIM") discretionary business achieved slightly positive net inflows, as growth in Managed Portfolio Service ("MPS") more than offset outflows in BPS. Positive investment returns led to an increase in UKIM discretionary FUM of 5.6% to £13.7 billion.

We continued to see a positive growth trajectory in our BMIS and PMPS, which saw annualised net flows of 13.5% and 16.3%, respectively. We also delivered good progress in the specialised variants of our BPS, including the Decumulation Service, where annualised net flows were 10.9%, and our recently launched gilts offering ended the 2023 calendar year with FUM of £0.2 billion.

FUM in the UKIM Funds business remained broadly flat in the period at £1.7 billion, with investment returns offsetting net outflows, which were in line with experience across the industry.

Similarly, in International, the FUM held at £2.2 billion in the six-month period, with moderate net outflows being offset by investment performance.

Markets improved towards the end of 2023 and Brooks Macdonald investment performance gained 5.3%, broadly in line with the PIMFA Balanced index. Our Centralised Investment Process ("CIP") continues to achieve strong risk adjusted returns for clients.

Service and operational excellence

During the period we have continued to progress our technology enhancements to provide best-in-class client and adviser service. In doing so, we are committed to driving further growth across the business. We have implemented phase one of our new client relationship management system, which replaces multiple legacy systems and is focused on improving service for clients and advisers. We will shortly be implementing the second phase, which is aimed at our private clients. We have also introduced new software in our financial planning business to improve client service levels and ensure we provide a consistent service.

We have embedded outsourced systems and processes into the business and are positioned to deliver full efficiency benefits as the business grows and utilises the operational gearing, and ultimately deliver best-in-class client and intermediary experience. Our clients are now benefitting from automated onboarding, improved intermediary and client portal functionality and bespoke reporting across our business.

We recognise that there is always more to be done and the Group will continue to drive forward its digital transformation.

As our business grows, we are committed to giving more tailored focus to our distinct client groups, recognising the differences between our intermediated and private client bases. This includes different propositions and sales strategies across our distribution channels. Our integrated wealth management proposition for private clients continues to increase in importance, whilst our adviser-led outsourced investment management retains popularity for its scalability and cost-effectiveness for advisers and their clients. Both are positioned well for growth.

We see significant opportunity across our Group and distribution; we see opportunities to build relationships with more intermediaries and to extend our relationships with our current intermediaries, as well as growing our wealth business. As at 31 December, the Group had £5.2 billion Funds under Management or Advice ("FUM/A") with Private Clients, with £4.4 billion relating to portfolios within the Group's investment management and £0.8 billion to portfolios with third-party investment managers. The £0.8 billion Assets Under Advice held with third-party investment managers is not included in the £17.6 billion FUM as at 31 December 2023.

Selective high-quality acquisitions

Acquisitions continue to form an important part of our strategy and are indeed necessary to achieve our ambitious medium-term target of becoming a Top 5 wealth manager in the UK. As previously disclosed, we have four strict criteria for acquisitions: (i) the target must be a good business in its own right; (ii) there must be clear strategic logic to the combination; (iii) it must be a good cultural fit with Brooks Macdonald; and (iv) the economics of the transaction must be compelling.

During the last six months, while reviewing potential targets, we did not find an opportunity that met these criteria, however, we continue to see a steady pipeline of potential acquisitions. It is now just over a year since the acquisitions of Integrity Wealth Solutions and Adroit Financial Planning, announced at the end of 2022, which have both integrated well and helped to drive forward our Wealth business.

 

People

During the period, we were pleased to announce the appointment of Maarten Slendebroek as Chairman, subject to regulatory approval. Maarten has extensive experience in financial services, including as CEO of Jupiter for five years from February 2014 and as Chair of the Supervisory Board of Robeco since August 2020. Maarten succeeds Richard Price, who intends to step down from the Board once Maarten receives regulatory approval. Richard has served the Board of Brooks Macdonald for just over nine years in the roles of Chair of the Audit Committee, Senior Independent Director and, most recently, Acting Chairman, and we thank him for his significant contribution.

Ed Park, Chief Investment Officer ("CIO"), decided to leave Brooks Macdonald at the end of last year and we thank him for his commitment to the business and wish him well for the future. In response to his departure, we announced some changes to our Investment Committee and we are delighted to say that Philip Glaze has agreed to take over as external Chair of this Committee. Michael Toolan, Senior Portfolio Director, and Richard Larner, Head of Research, have been promoted to newly created roles as Co-CIOs. Together they will enhance the coordination and oversight of the Group's already rigorous investment process. These promotions underline our commitment to continuity and underscore the talent that we have in Brooks Macdonald.

We also completed the organisational changes that we communicated in October 2023, reducing the number of roles in the Group by around 10%. This will make the Group stronger with the resulting efficiencies increasing our competitiveness. As ever, we remain focused on delivering high-quality service to our clients and intermediaries.

 

Regulation

At the end of July 2023, the FCA's new Consumer Duty rules came into effect and we welcomed the Consumer Principle that requires firms to act to deliver good outcomes for retail customers. Our processes and client-centric culture and guiding principles are proving well-aligned to the new requirements and we recently became an Affiliate Member of the Consumer Duty Alliance, demonstrating our commitment to achieving good outcomes for our clients.

The FCA has also addressed the treatment of interest earned on customers' cash balances. Clients do not generally, and are not encouraged to, invest with us to earn interest on cash. Rather, our investment managers hold cash primarily so it is available for investment or withdrawals, and so cash balances in portfolios are typically low, currently at approximately 2%, in line with the Group's asset allocation guidelines. As part of our commitment to provide value to our clients, we have increased the amount of interest that we pay on cash balances in client portfolios. Instead of cash, we can offer our Gilts BPS, which meets client demand for their portfolios to take advantage of higher interest rates while avoiding equity risk. We believe this process offers a good client outcome in line with Consumer Duty.

 

Outlook

The outlook for profit for the year remains in line with market expectations. We expect continued momentum in gross inflows, primarily driven by Platform MPS and BMIS. However, the Group continues to see an elevated level of outflows given prevailing macroeconomic conditions and we now expect net outflows for the full year at the Group level. The fundamental opportunity for the Group remains as strong as it has ever been and we are confident in our long-term prospects building on our ambitious organic and inorganic growth strategy.

 

Review of the results for the period

The Group delivered a solid set of results for the first half of the financial year, with a strong underlying profit margin of 26.9%, against the continuing challenging macroeconomic environment. Net outflows in the period were offset by positive investment performance, leading to a record closing FUM of £17.6 billion. Revenue increased by 8.0% on the prior period, and underlying profit was up 17.9% to £17.1 million. On a statutory basis, the Group incurred a small loss before tax of £0.8 million after recognising a goodwill impairment charge at 31 December 2023 of £11.6 million. This is treated as a statutory adjustment and excluded from underlying earnings in view of its non-recurring and non-cash nature.

The table below shows the Group's financial performance for the six months ended 31 December 2023 with the comparative period and provides a reconciliation between the underlying results, which the Board considers to be an appropriate reflection of the Group's underlying performance, and the statutory results. Underlying profit represents an Alternative Performance Measure ("APM") for the Group. Refer to the Non-IFRS financial information section for a glossary of the Group's APMs, their definition, and the criteria for how underlying adjustments are considered.

Table 1 - Group financial results summary

Six months to

31 Dec 2023

£m

Six months to

31 Dec 2022

£m

12 months to

30 Jun 2023

£m

Revenue

63.6

58.9

123.8

Fixed staff costs

(23.2)

(21.5)

(45.2)

Variable staff costs

(5.7)

(4.3)

(10.9)

Total staff costs

(28.9)

(25.8)

(56.1)

Non-staff costs

(19.1)

(18.8)

(37.8)

FSCS levy

-

-

(0.5)

Total non-staff costs

(19.1)

(18.8)

(38.3)

Net finance income

1.5

0.2

0.9

Total underlying costs

(46.5)

(44.4)

(93.5)

Underlying profit before tax

17.1

14.5

30.3

Underlying adjustments

(17.9)

(4.7)

(8.1)

Statutory (loss)/profit before tax

(0.8)

9.8

22.2

Taxation

(2.6)

(1.6)

(4.1)

Statutory (loss)/profit after tax

(3.4)

8.2

18.1

Underlying profit margin before tax

26.9%

24.6%

24.5%

Underlying basic earnings per share

81.6p

74.4p

153.8p

Underlying diluted earnings per share

80.4p

72.5p

151.0p

Statutory (loss)/profit margin before tax

(1.3)%

16.6%

17.9%

Statutory basic (loss)/earnings per share

(21.1)p

51.8p

114.7p

Statutory diluted (loss)/earnings per share

(21.1)p

50.6p

112.6p

Own Funds adequacy ratio

295.9%

267.8%

328.1%

Dividends per share

29.0p

28.0p

75.0p

 

Funds under management

The table below shows the opening and closing FUM position and the movements during the period broken down by segment and by our key services within UK Investment Management ("UKIM").

Table 2 - Movements in funds under management

 

Six months ended 31 December 2023 (£m)

Opening FUM

1 Jul 23

Organic net new business

Total inv. perf.

Closing

FUM

31 Dec 23

Total organic net new business

Total mvmt

 

 

 

Q1

Q2

Total

 

BPS

8,527

(98)

(94)

(192)

477

8,812

(2.3)%

3.3%

 

MPS Custody

966

(14)

(21)

(35)

39

970

(3.6)%

0.4%

 

MPS Platform

3,489

147

121

268

173

3,930

7.7%

12.6%

 

MPS total

4,455

133

100

233

212

4,900

5.2%

10.0%

 

UKIM discretionary

12,982

35

6

41

689

13,712

0.3%

5.6%

 

Funds - DCF

338

(26)

(23)

(49)

18

307

(14.5)%

(9.2)%

 

Funds - Other

1,370

(52)

(48)

(100)

75

1,345

(7.3)%

(1.8)%

 

Funds total

1,708

(78)

(71)

(149)

93

1,652

(8.7)%

(3.3)%

 

UKIM total

14,690

(43)

(65)

(108)

782

15,364

(0.7)%

4.6%

 

 

International

2,157

(27)

(33)

(60)

118

2,215

(2.8)%

2.7%

 

 

Total

16,847

(70)

(98)

(168)

900

17,579

(1.0)%

4.3%

 

Total investment performance

5.3%

MSCI PIMFA Private Investor Balanced Index1

5.6%

 

1. Capital-only index.

During H1 FY24, FUM increased by £0.7 billion or 4.3%, to £17.6 billion at 31 December 2023 (31 December 2022: £16.2 billion; 30 June 2023: £16.8 billion). The Group has delivered robust gross inflows of £1.2 billion in the period, however, gross outflows were elevated, particularly in BPS and Funds, driven by the prevailing backdrop of market volatility and higher interest rates continuing to affect client behaviour, resulting in net outflows for the period of £0.2 billion.

Investment performance of 5.3% was broadly in line with the MSCI PIMFA Private Investor Balanced Index, up 5.6% over the same period, adding £0.9 billion to the closing FUM.

BPS experienced net outflows of £0.2 billion or 2.3% during the first six months of the financial year, as clients withdrew funds to repay debt or to hold higher cash balances. Within BPS, the recently launched gilts offering had closing FUM of £0.2 billion at the end of the period, meeting client demand for their portfolios to take advantage of higher interest rates, while avoiding equity risk.

Platform MPS, including the Group's B2B offering for financial advisers, BM Investment Solutions ("BMIS"), grew to £3.9 billion, an increase of 12.6%, with organic net flows contributing 7.7%.

Funds saw net outflows during the period, driven by the wider market conditions and in line with the trend observed across the sector.

International FUM grew moderately by 2.7% over the period with marginal net outflows offset by investment performance.

As at 31 December 2023, the Group had £5.2 billion Funds under Management or Advice ("FUM/A") with private clients who deal with the Group directly. £4.4 billion related to portfolios in the Group's investment management and £0.8 billion to portfolios with third-party investment managers.

 

Revenue

Table 3 - Breakdown of the Group's total revenue

Six months to

31 Dec 2023

£m

Six months to

31 Dec 2022

£m

12 months to

30 Jun 2023

£m

Fee income

45.7

45.7

91.5

Transactional and FX income

6.7

5.7

13.3

Financial planning income

4.1

2.4

6.6

Interest income

7.1

5.1

12.4

Total revenue

63.6

58.9

123.8

 

Total revenue for the Group increased by 8.0% to £63.6 million in the first half of the financial year. Fee income was flat at £45.7 million, a combination of impact from flows, product mix, and investment performance. Transactional and FX income of £6.7 million was up by 17.5% on the prior period as a result of increased trading volumes during the first half of the financial year.

Integrity Wealth Solutions and Adroit Financial Planning, the businesses acquired during H1 FY23, contributed additional financial planning income of £1.7 million in the current period.

Interest income, net of amounts paid out to clients on cash holdings, increased from £5.1 million to £7.1 million, driven by the rise in the Bank of England base rates since H1 FY23.

 

Revenue, yields and average FUM

 

Table 4 - Revenue, average FUM, and yields

Revenue

Average FUM

Yields

H1

FY24

H1

FY23

Change

H1

FY24

H1

FY23

Change

H1

FY24

H1

FY23

Change

£m

£m

£m

£m

£m

%

bps

bps

bps

BPS fees

27.1

27.2

(0.1)

8,446

8,253

2.3

63.8

65.3

(1.5)

BPS non-fees (transactional and FX)

5.8

4.4

1.4

-

-

-

13.7

10.6

3.1

BPS non-fees (interest turn)

5.6

3.8

1.8

-

-

-

13.2

9.1

4.1

Total BPS

38.5

35.4

3.1

8,446

8,253

2.3

90.7

85.0

5.7

MPS Custody

2.9

2.8

0.1

963

962

0.1

59.3

58.5

0.8

MPS Platform

3.3

2.3

1.0

3,663

2,347

56.1

18.0

19.3

(1.3)

MPS Custody non-fees (interest turn)

0.6

0.5

0.1

-

-

-

13.2

9.5

3.7

Total MPS

6.8

5.6

1.2

4,626

3,309

39.8

29.3

33.4

(4.1)

UKIM discretionary

45.3

41.0

4.3

13,072

11,562

13.1

69.0

70.3

(1.3)

Funds

4.3

5.0

(0.7)

1,805

2,027

(11.0)

47.3

48.8

(1.5)

Total UKIM

49.6

46.0

3.6

14,877

13,589

9.5

66.4

67.1

(0.7)

International fees

7.9

8.1

(0.2)

2,171

2,213

(1.9)

72.1

72.6

(0.5)

International non-fees (transactional)

0.8

1.3

(0.5)

-

-

-

7.8

11.6

(3.8)

International non-fees (interest turn)

0.9

0.7

0.2

-

-

-

7.9

5.9

2.0

Total International

9.6

10.1

(0.5)

2,171

2,213

(1.9)

87.8

90.6

(2.8)

Total FUM-related revenue

59.2

56.1

3.1

17,048

15,802

7.9

69.1

70.3

(1.2)

Financial planning

4.1

2.4

1.7

Other income

0.3

0.4

(0.1)

Total non-FUM-related revenue

4.4

2.8

1.6

Total Group revenue

63.6

58.9

4.7

MSCI PIMFA Private Investor Balanced Index1

1,745

1,633

6.9

 

1 Capital-only index (average based on quarterly closing balances)

The Group's average FUM increased by 7.9% from H1 FY23, which was ahead of the movement in the MSCI PIMFA Private Investor Balanced Index, which increased by 6.9% on an average basis from H1 FY23 to H1 FY24.

The yield on BPS fees for UKIM decreased by 1.5bps to 63.8bps driven by underlying product mix and rates achieved on new business.

The BPS non-fee transactional income yield increased by 3.1bps and the yield on interest turn, net of interest paid to clients, grew by 4.1bps to 13.2bps due to the increase of the Bank of England base rates between the two periods.

The yield on MPS custody increased by 0.8bps, whilst the yield on MPS Platform decreased by 1.3bps to 18.0bps. Within MPS Platform, BMIS attracts relatively larger mandates, which benefit from discounted tiered rates. This has resulted in the overall MPS yield decreasing from 33.4bps to 29.3bps in the current period.

The Funds fee yields reduced by 1.5bps to 47.3bps during the first half of the year, as a result of intra-month market volatility and timing of flows during the period.

International fee income yield decreased by 0.5bps during the first half of the year as a result of the change in product mix, whilst non-fees interest turn yield increased by 2.0bps due to higher interest rates earned on both GBP and foreign currency account balances.

 

Underlying costs

Total underlying costs of £46.5 million increased by 4.7% on the prior period (H1 FY23: £44.4 million) in line with guidance. This included the full period impact of the two recent acquisitions, adding £1.4 million to the Group's cost base compared to H1 FY23.

Table 5 - Breakdown of net movement in total underlying costs into staff and non-staff costs

Total

£m

Integrity & Adroit

£m

BM Core

£m

Staff costs increase

3.1

1.3

1.8

Non-staff costs increase

0.3

0.1

0.2

Net finance income increase

(1.3)

-

(1.3)

Net increase in underlying costs

2.1

1.4

0.7

 

The below commentary excludes the full period impact of the acquisitions.

Staff costs

Excluding the impact of acquisitions, staff costs increased by 7.0% from £25.6 million to £27.4 million. Fixed staff costs increased by 3.3% from £21.3 million to £22.0 million driven by inflationary pay rises and net new hires. As announced in October 2023, the Group will benefit from savings in staff costs in H2 FY24 arising from an organisational restructure undertaken in December 2023.

Variable staff costs increased by £1.1m to £5.4 million, largely driven by an increase in the pre-variable pay profit. The share-based payment charge was down £0.2 million due to lapses recognised in H1 FY24 and a reduction in the Group's share price impacting the associated employer national insurance contributions.

Non-staff costs

Non-staff costs from ongoing activities, amounted to £18.9 million, a net increase of £0.2 million from the prior period, a reflection of management's continued cost discipline to help mitigate cost inflation.

Profit before tax

Combined, the above gave rise to an underlying profit before tax for the half year of £17.1 million, an increase of 17.9% on the prior period (H1 FY23: £14.5 million) resulting in a profit margin of 26.9%, up 2.3 percentage points on last year (H1 FY23: 24.6%).

The Group recognised a statutory loss before tax of £0.8 million (H1 FY23: £9.8 million), contributed by the impairment charge in relation to the goodwill held in respect of the International business.

 

Segmental analysis

The Group reports its results across two key operating segments: UK Investment Management and International. The tables below provide a breakdown of the half year performance broken down by these segments, with comparatives.

Table 6 - Segmental analysis

H1 FY24 (£m)

UK Investment Management

International

Group and consolidation

Total

Revenue

54.2

9.4

-

63.6

Direct costs

(23.3)

(6.4)

(18.3)

(48.0)

Operating contribution

30.9

3.0

(18.3)

15.6

Internal cost recharges

(13.8)

(2.9)

16.7

-

Net finance income

0.8

0.3

0.4

1.5

Underlying profit/(loss) before tax

17.9

0.4

(1.2)

17.1

Underlying adjustments

(3.6)

(2.2)

(12.1)

(17.9)

Statutory profit/(loss) before tax

14.3

(1.8)

(13.3)

(0.8)

Underlying profit margin before tax

33.0%

4.3%

n/a

26.9%

Statutory profit/(loss) margin before tax

26.4%

(19.1)%

n/a

(1.3)%

 

H1 FY23 (£m)

UK Investment Management

International

Group and consolidation

Total

Revenue

48.8

10.1

-

58.9

Direct costs

(20.7)

(6.6)

(17.3)

(44.6)

Operating contribution

28.1

3.5

(17.3)

14.3

Internal cost recharges

(11.3)

(3.8)

15.1

-

Net finance income

0.1

0.1

-

0.2

Underlying profit/(loss) before tax

16.9

(0.2)

(2.2)

14.5

Underlying adjustments

(2.1)

(0.8)

(1.8)

(4.7)

Statutory profit/(loss) before tax

14.8

(1.0)

(4.0)

9.8

Underlying profit/(loss) margin before tax

34.6%

(2.0)%

n/a

24.6%

Statutory profit/(loss) margin before tax

30.3%

(9.9)%

n/a

16.6%

 

UKIM, which includes the Group's Private Clients business, reported a 11.1% increase in revenue driven by higher Financial Planning revenue, interest and transactional income. The segment reported an underlying profit £17.9 million, up 5.9% from the prior period, and an underlying profit margin of 33.0%, a reduction of 1.6 percentage points on the prior period.

International saw an improvement in segmental performance, going from an underlying loss of £0.2 million in H1 FY23 to an underlying profit of £0.4 million in the current period, returning an underlying profit margin of 4.3%. The reduction in revenue of 6.5% was offset by a decrease in total costs of 10.5%.

 

Reconciliation between underlying and statutory profits

Underlying profit before tax is considered by the Board to be an appropriate reflection of the Group's performance when compared to the statutory results as this excludes income and expense categories, which are deemed of a non-recurring nature or a non-cash operating item. Reporting at an underlying basis is also considered appropriate for external analyst coverage and peer group benchmarking, allowing a like-for-like comparison. Underlying profit is deemed to be an Alternative Performance Measure ("APM"); refer to the Non-IFRS financial information section for a glossary of the Group's APMs, their definitions, and the criteria for how underlying adjustments are considered.

A reconciliation between underlying and statutory profit before tax for the six months ended 31 December 2023, with comparatives is shown in the following table:

Table 7 - Reconciliation between underlying profit and statutory (loss)/profit before tax

Six months to

31 Dec 2023

£m

Six months to

31 Dec 2022

£m

12 months to

30 Jun 2023

£m

Underlying profit before tax

17.1

14.5

30.3

Goodwill impairment

(11.6)

-

-

Organisational restructure

(3.0)

-

-

Amortisation of client relationships

(3.0)

(2.8)

(5.7)

Acquisition and integration-related costs

(0.3)

(0.3)

(0.6)

Dual running operating platform costs

-

(1.6)

(1.6)

Changes in fair value and finance cost of deferred contingent consideration

-

-

(0.2)

Total underlying adjustments

(17.9)

(4.7)

(8.1)

Statutory (loss)/profit before tax

(0.8)

9.8

22.2

 

Goodwill impairment (£11.6 million charge)

Goodwill is reviewed for impairment indicators at each reporting period, and if indicators are present, an impairment test is carried out based on the carrying value of the asset compared to its expected recoverable amount. The review of our International business indicated that the estimated recoverable amount arising from future cash flows, is less than the carrying value of the goodwill held on the Group's Condensed consolidated statement of financial position that was recognised upon the acquisition of the business in 2012. The goodwill impairment charge has been excluded from underlying profit in view of its non-recurring nature, and the fact that it does not impact cash or regulatory capital. Refer to Note 11 to the Condensed consolidated financial statements for more details.

Organisational restructure (£3.0 million charge)

The Group carried out an organisational restructure in December 2023 to ensure it is set up for future success. The Group identified opportunities to streamline and remove duplication from core processes, resulting in redundancy and associated third-party consultancy costs. These have been excluded from underlying earnings in view of their one-off nature.

Amortisation of client relationships (£3.0 million charge)

These intangible assets are created in the course of acquiring funds under management and are amortised over their useful life, which have been assessed to range between 6 and 20 years. The increase is due to the full period impact of the prior year acquisitions of Integrity Wealth Solutions and Adroit Financial Planning. This amortisation charge has been excluded from the underlying profit since it is a significant non-cash item. Refer to Note 11 of the Condensed consolidated financial statements for more details.

Acquisition and integration-related costs (£0.3 million charge)

These represent the share-based payment integration charge for share options awarded to acquired employees as part of acquisitions in the prior period. Prior year costs were incurred in relation to the acquisitions of Integrity Wealth Solutions on 31 October 2022 and Adroit Financial Planning on 15 December 2022.

FY23 Dual running operating platform costs (£1.6 million charge)

The Group has outsourced certain middle and back-office processes to a suite of systems offered by the technology partner SS&C. The migration to the outsourced platform was executed at the end of July 2022, however, as part of the transition process, the Group has incurred net incremental costs in running two operating platforms concurrently. The dual running costs were excluded from underlying profit in view of their non-recurring nature.

FY23 Changes in fair value and finance cost of deferred contingent consideration (£0.2 million charge)

This comprises the fair value measurement arising on deferred consideration payments from acquisitions carried out by the Group, together with their associated net finance costs where applicable. Refer to Note 16 of the Condensed consolidated financial statements for more details.

 

Taxation

The Group's Corporation Tax charge on underlying profits for the period was £4.0 million (H1 FY23: £2.8 million) representing an effective tax rate of 23.4% (H1 FY23: 19.0%). The increase is driven by higher profits and the higher Corporation Tax rate of 25.0% for the full current period, coming into force from April 2023. Moreover, the H1 FY23 numbers reflected the benefit of an R&D credit, which has not been recognised in H1 FY24 as this process is still in progress. The statutory Corporation Tax charge was £2.6 million, up 62.5% from the prior period (H1 FY23: £1.6 million).

 

Earnings per share

The Group's basic statutory loss per share for the six months ended 31 December 2023 was (21.1)p, as a result of the International goodwill impairment (H1 FY23: basic EPS 51.8p). On an underlying basis, basic earnings per share increased by 9.7% to 81.6p (H1 FY23: 74.4p). Details on the basic and diluted earnings per share are provided in Note 9 of the Condensed consolidated financial statements.

 

Financial position and regulatory capital

Net assets decreased by 2.3% to £147.6 million at 31 December 2023 (H1 FY23: £151.1 million), as a result of the impairment to goodwill. Excluding this, the net assets increased by 5.4%. The Group's tangible net assets (net assets excluding intangibles) were £61.7 million at 31 December 2023 (H1 FY23: £48.6 million). As at 31 December 2023, the Group had regulatory capital resources of £64.3 million (H1 FY23: £52.7 million). As at 31 December 2023, the Group had an own funds adequacy ratio of 295.9% (H1 FY23: 267.8%). The own funds adequacy ratio is defined as the Group's own funds as a proportion of the fixed overhead requirement. The total net assets and the own funds adequacy ratio calculation take into account the respective period's profits (net of the declared interim dividends) as these are deemed to be verified at the date of publication of the annual results.

 

Dividend

The Board recognises the importance of dividends to shareholders and the benefit of providing sustainable shareholder returns. In determining the level of dividend in any year, the Board considers a number of factors such as the level of retained earnings, future cash commitments, statutory profit cover, capital and liquidity requirements and the level of profit retention required to sustain the growth of the Group. The Board has declared an interim dividend of 29.0p (H1 FY23: 28.0p). This represents an increase of 3.6% compared to the previous period. The interim dividend will be paid on 16 April 2024 to shareholders on the register as at 15 March 2024. Refer to Note 10 of the Condensed consolidated financial statements for more details.

 

Cash flow and capital expenditure

The Group continues to have strong levels of cash generation from operations. Total cash resources at the end of December 2023 of £59.0 million had increased by £5.6 million from the cash balance at 30 June 2023 (H1 FY23: £37.6 million; FY23: £53.4 million). This increase was a direct impact of the cash generated from operating activities, refer to the Condensed consolidated statement of cashflows for further details. The Group continued to have no borrowings at 31 December 2023.

During the six months ended 31 December 2023, the Group incurred capital expenditure of £0.7 million down considerably from prior periods as increased capital expenditure was incurred by the Group in relation to the migration of services and processes to SS&C in advance of, and shortly after the migration at the end of July 2022. The current period expenditure comprised technology-related development of £0.6 million and property-related costs of £0.1 million.

 

 

Condensed consolidated statement of comprehensive income

for the six months ended 31 December 2023

Note

Six months ended

31 Dec 2023

 (unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023

 (audited)

£'000

Revenue

4

63,611

58,908

123,777

Administrative costs

(54,283)

(49,287)

(102,207)

Gross profit

9,328

9,621

21,570

Other gain/(losses) - net

5

46

2

(162)

Operating profit

9,374

9,623

21,408

Goodwill impairment

11

(11,641)

-

-

Finance income

6

1,596

356

1,127

Finance costs

6

(112)

(135)

(296)

(Loss)/profit before tax

(783)

9,844

22,239

Taxation

7

(2,601)

(1,657)

(4,090)

(Loss)/profit for the period attributable to equity holders of the Company

(3,384)

8,187

18,149

Other comprehensive income

-

-

-

Total comprehensive (expense)/income for the period

(3,384)

8,187

18,149

(Loss)/earnings per share

Basic

9

(21.1)p

51.8p

114.7p

Diluted

9

(21.1)p

50.6p

112.6p

 

 

 

 

Condensed consolidated statement of financial position

as at 31 December 2023

Note

31 Dec 2023

(unaudited)

£'000

31 Dec 20221

 (unaudited)

£'000

30 Jun 2023

(audited)

£'000

Assets

Non-current assets

Intangible assets

11

85,911

102,500

100,582

Property, plant and equipment

12

1,767

2,222

2,123

Right-of-use assets

13

4,232

4,663

4,329

Financial assets at fair value through other comprehensive income

14

500

500

500

Total non-current assets

92,410

109,885

107,534

Current assets

Trade and other receivables

14

29,414

32,844

33,542

Financial assets at fair value through profit or loss

14

871

786

825

Cash and cash equivalents

14

59,000

37,573

53,355

Total current assets

89,285

71,203

87,722

Total assets

181,695

181,088

195,256

Liabilities

Non-current liabilities

Other non-current liabilities

14

(869)

(400)

(783)

Net deferred tax liabilities

15

(5,605)

(5,764)

(6,033)

Deferred contingent consideration

16

-

(1,039)

-

Provisions

17

(262)

(304)

(322)

Lease liabilities

(2,485)

(3,641)

(3,181)

Total non-current liabilities

(9,221)

(11,148)

(10,319)

Current liabilities

Trade and other payables

14

(21,358)

(15,286)

(22,521)

Current tax liabilities

14

(423)

(128)

(645)

Lease liabilities

(2,177)

(2,008)

(1,960)

Deferred contingent consideration

16

(225)

(333)

(1,467)

Provisions

17

(644)

(1,099)

(1,000)

Total current liabilities

(24,827)

(18,854)

(27,593)

Net assets

147,647

151,086

157,344

Equity

Share capital

19

164

163

164

Share premium

19

82,617

80,240

81,830

Other reserves

8,934

10,364

9,112

Retained earnings

55,932

60,319

66,238

Total equity

147,647

151,086

157,344

 

1 The Group has reclassified the deferred tax balances to offset deferred tax assets and liabilities and present net deferred tax balances by jurisdiction to ensure consistent reporting with the current period. In the prior year, the reported deferred tax asset was £3,642,000, which has been netted off in the deferred tax liabilities balance.

The Condensed consolidated financial statements were approved by the Board of Directors and authorised for issue on 6 March 2024, signed on their behalf by:

Andrew Shepherd

CEO

Andrea Montague

CFO

Company registration number: 4402058

 

 

 

Condensed consolidated statement of changes in equity

for the six months ended 31 December 2023

Note

Sharecapital

£'000

Share premium

£'000

Other reserves

£'000

Retained earnings

£'000

Total

£'000

Balance at 30 June 2022

162

79,141

9,962

59,160

148,425

Comprehensive income

Profit for the period

-

-

-

8,187

8,187

Other comprehensive income

-

-

-

-

-

Total comprehensive income

-

-

-

8,187

8,187

Transactions with owners

Issue of ordinary shares

19

1

1,099

-

-

1,100

Share-based payments

-

-

1,953

-

1,953

Share-based payments exercised

-

-

(1,794)

1,794

-

Purchase of own shares by employeebenefit trust

-

-

-

(1,800)

(1,800)

Tax on share options

-

-

243

-

243

Dividends paid

10

-

-

-

(7,022)

(7,022)

Total transactions with owners

1

1,099

402

(7,028)

(5,526)

Balance at 31 December 2022

163

80,240

10,364

60,319

151,086

Comprehensive income

Profit for the period

-

-

-

9,962

9,962

Other comprehensive income

-

-

-

-

-

Total comprehensive income

-

-

-

9,962

9,962

Transactions with owners

Issue of ordinary shares

19

1

1,590

-

-

1,591

Share-based payments

-

-

733

-

733

Share-based payments exercised

-

-

(1,407)

1,407

-

Purchase of own shares by employeebenefit trust

-

-

-

(1,050)

(1,050)

Tax on share options

-

-

(578)

-

(578)

Dividends paid

10

-

-

-

(4,400)

(4,400)

Total transactions with owners

1

1,590

(1,252)

(4,043)

(3,704)

Balance at 30 June 2023

164

81,830

9,112

66,238

157,344

Comprehensive income/(expense)

Loss for the period

-

-

-

(3,384)

(3,384)

Other comprehensive income

-

-

-

-

-

Total comprehensive expense

-

-

-

(3,384)

(3,384)

Transactions with owners

Issue of ordinary shares

19

-

787

-

-

787

Share-based payments

-

-

1,757

-

1,757

Share-based payments exercised

-

-

(1,793)

1,793

-

Purchase of own shares by employeebenefit trust

-

-

-

(1,248)

(1,248)

Tax on share options

-

-

(142)

-

(142)

Dividends paid

10

-

-

-

(7,467)

(7,467)

Total transactions with owners

-

787

(178)

(6,922)

(6,313)

Balance at 31 December 2023

164

82,617

8,934

55,932

147,647

 

 

 

Condensed consolidated statement of cash flows

for the six months ended 31 December 2023

Note

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022

(unaudited)

£'000

 

Year ended

30 Jun 2023

(audited)

£'000

Cash flow from operating activities

Cash generated from operations

18

18,879

5,515

30,093

Corporation Tax paid

(3,367)

(2,605)

(5,134)

Net cash generated from operating activities

15,512

2,910

24,959

Cash flows from investing activities

Purchase of computer software

11

(643)

(1,911)

(2,954)

Purchase of property, plant and equipment

12

(70)

(414)

(745)

Purchase of financial assets at fair value through profit or loss

-

-

(30)

Deferred contingent consideration paid

16

(625)

-

(334)

Consideration paid

8

-

(14,865)

(15,111)

Interest received

1,575

356

1,127

Net cash generated/(used) in investing activities

237

(16,834)

(18,047)

 

 

Cash flows from financing activities

Dividends paid to shareholders

10

(7,467)

(7,022)

(11,422)

Payment of lease liabilities

(1,551)

(1,109)

(2,304)

Proceeds of issue of shares

19

162

100

1,691

Purchase of own shares by Employee Benefit Trust

(1,248)

(1,800)

(2,850)

Net cash used in financing activities

(10,104)

(9,831)

(14,885)

Net increase/(decrease) in cash and cash equivalents

5,645

(23,755)

(7,973)

Cash and cash equivalents at beginning of period

53,355

61,328

61,328

Cash and cash equivalents at end of period

59,000

37,573

53,355

 

 

Notes to the condensed consolidated financial statements

for the six months ended 31 December 2023

 

1. General information

Brooks Macdonald Group plc ("the Company") is the Parent Company of a group of companies ("the Group"), which provides leading wealth management services in the UK and internationally. The Group offers outsourced discretionary investment management for intermediaries and integrated wealth management for private clients, and acts as fund manager to a range of onshore and international funds.

The Company is a public limited company, incorporated and domiciled in the United Kingdom under the Companies Act 2006 and listed on AIM. The address of its registered office is 21 Lombard Street, London, EC3V 9AH.

The Interim Report and Accounts were approved for issue on 6 March 2024. The Condensed consolidated financial statements have been independently reviewed but not audited.

 

2. Accounting policies

a) Basis of preparation

The Group's Condensed consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards ("IAS") 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority ("FCA"). The Condensed consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial assets at fair value through other comprehensive income, financial assets at fair value through profit or loss and deferred contingent consideration such that they are measured at their fair value.

At the time of approving the Condensed consolidated financial statements, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Condensed consolidated financial statements.

The information in this Interim Report and Accounts does not comprise statutory financial statements within the meaning of section 434 of the Companies Act 2006. The Group's Financial statements for the year ended 30 June 2023 have been reported on by its auditors and delivered to the Registrar of Companies. The Condensed consolidated financial statements should be read in conjunction with the Group's audited Financial statements for the year ended 30 June 2023, which are prepared in accordance with UK-adopted International Accounting Standards.

Developments in reporting standards and interpretations

Standards and interpretations adopted during the current reporting period

In the six months ended 31 December 2023, the Group did not adopt any new standards or amendments issued by the International Accounting Standards Board ("IASB") or interpretations by the IFRS Interpretations Committee ("IFRS IC") that have had a material impact on the Condensed consolidated financial statements.

Future new standards and interpretations

A number of new standards are effective for annual periods beginning after 1 July 2023 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these Condensed consolidated financial statements. None of the standards not yet effective are expected to have a material impact on the Group's financial statements.

b) Changes in accounting policies

The accounting policies applied in these Condensed consolidated financial statements are the same as those applied in the Group's Consolidated financial statements as at and for the year ended 30 June 2023.

In the six months ended 31 December 2023, the Group did not adopt any new standards or amendments issued by the IASB or interpretations issued by the IFRS IC that have had a material impact on the Condensed consolidated financial statements.

New standards, amendments and interpretations listed below were newly adopted by the Group but have not had a material impact on the amounts reported in these Financial statements. They may, however, impact the accounting for future transactions and arrangements.

? IFRS 17 'Insurance contracts'

? Narrow scope (Amendment to IAS 1, IAS 8, and IFRS Practice statement 2)

? Deferred tax assets and liabilities arising from a single transaction (Amendments to IAS 12)

? Changes in Accounting Estimates and Errors - Definition of Accounting Estimates (Amendments to IAS 8)

? International tax reform - pillar two model rules (Amendments to IAS 12)

c) Critical estimates and significant judgements

The Group has reviewed the judgements and estimates that affect its accounting policies and amounts reported in its Condensed consolidated financial statements. These are unchanged from those reported in the Group's Financial statements for the year ended 30 June 2023.

 

3. Segmental information

For management purposes, the Group's activities are organised into two operating divisions: UK Investment Management and International. The Group's other activity, offering nominee and custody services to clients, is included within UK Investment Management. These divisions are the basis on which the Group reports its primary segmental information to the Group Board of Directors, which is the Group's chief operating decision-maker. In accordance with IFRS 8 'Operating Segments', disclosures are required to reflect the information that the Board of Directors uses internally for evaluating the performance of its operating segments and allocating resources to those segments. The information presented in this Note is consistent with the presentation for internal reporting.

The UK Investment Management segment offers a range of investment management services to private high net worth individuals, pension funds, institutions, charities, and trusts, as well as wealth management services to high net worth individuals and families, giving independent 'whole of market' financial advice, enabling clients to build, manage and protect their wealth. The International segment is based in the Channel Islands and the Isle of Man, offering a similar range of investment management and wealth management services as the UK Investment Management segment. The Group segment principally comprises the Group Board's management and associated costs, along with the consolidation adjustments.

Revenues and expenses are allocated to the business segment that originated the transaction. Sales between segments are carried out at arm's length. Centrally incurred expenses are allocated to business segments on an appropriate pro rata basis.

Six months ended 31 Dec 2023 (unaudited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Total revenue

56,529

9,421

-

65,950

Inter-segment revenue

(2,339)

-

-

(2,339)

External revenue

54,190

9,421

-

63,611

Underlying administrative costs

(23,329)

(6,425)

(18,274)

(48,028)

Operating contribution

30,861

2,996

(18,274)

15,583

Allocated costs

(13,813)

(2,860)

16,673

-

Net finance income

875

294

368

1,537

Underlying profit/(loss) before tax

17,923

430

(1,233)

17,120

Goodwill impairment

-

-

(11,641)

(11,641)

Organisational restructure

(1,756)

(829)

(452)

(3,037)

Amortisation of client relationship contracts

(1,691)

(1,233)

-

(2,924)

Integration-related costs

(293)

-

-

(293)

Finance cost of deferred contingent consideration

-

-

(8)

(8)

Profit/(loss) mark-up on Group allocated costs

117

(115)

(2)

-

Total underlying adjustments

(3,623)

(2,177)

(12,103)

(17,903)

Profit/(loss) before tax

14,300

(1,747)

(13,336)

(783)

Taxation

(2,601)

Loss for the period attributable to equity holders of the Company

(3,384)

 

Six months ended 31 Dec 2023 (unaudited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Total assets

87,565

26,019

68,111

181,695

Total liabilities

28,835

2,516

2,697

34,048

Net assets

58,730

23,503

65,414

147,647

 

Six months ended 31 Dec 2023 (unaudited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Statutory operating costs included the following:

- Amortisation

2,101

608

964

3,673

- Depreciation

1,123

363

-

1,486

- Interest income

946

315

321

1,582

 

 

Six months ended 31 Dec 2022 (unaudited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Total revenue

52,271

10,121

-

62,392

Inter segment revenue

(3,484)

-

-

(3,484)

External revenue

48,787

10,121

-

58,908

Underlying administrative costs

(20,723)

(6,636)

(17,285)

(44,644)

Operating contribution

28,064

3,485

(17,285)

14,264

Allocated costs

(11,301)

(3,794)

15,095

-

Net finance income

150

55

29

234

Underlying profit/(loss) before tax

16,913

(254)

(2,161)

14,498

Amortisation of client relationship contracts

(793)

(513)

(1,451)

(2,757)

Dual running costs of operating platform

(1,420)

(191)

-

(1,611)

Acquisition-related costs

(23)

-

(244)

(267)

Finance cost of deferred contingent consideration

-

(6)

(13)

(19)

Profit/(loss) mark-up on Group allocated costs

166

(166)

-

-

Total underlying adjustments

(2,070)

(876)

(1,708)

(4,654)

Profit/(loss) before tax

14,843

(1,130)

(3,869)

9,844

Taxation

(1,657)

Profit for the period attributable to equity holders of the Company

8,187

 

Six months ended 31 Dec 2022 (unaudited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Total assets

85,023

27,356

68,709

181,088

Total liabilities

21,959

2,488

5,555

30,002

Net assets

63,064

24,868

63,154

151,086

The Group has reclassified the deferred tax balances to offset deferred tax assets and liabilities and present net deferred tax balances by jurisdiction to ensure consistent reporting with the current period. In the prior year, the reported deferred tax asset was £3,642,000, which has been netted off in the deferred tax liabilities balance.

 

Six months ended 31 Dec 2022 (unaudited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Statutory operating costs included the following:

- Amortisation

1,216

447

1,595

3,258

- Depreciation

945

356

10

1,311

- Interest income

244

83

16

343

 

Year ended 30 June 2023 (audited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Total revenue

109,737

20,319

-

130,056

Inter segment revenue

(6,279)

-

-

(6,279)

External revenue

103,458

20,319

-

123,777

Underlying administrative costs

(47,405)

(13,576)

(33,373)

(94,354)

Operating contribution

56,053

6,743

(33,373)

29,423

Allocated costs

(22,127)

(6,844)

28,971

-

Net finance income

590

226

88 

904

Underlying profit/(loss) before tax

34,516

125

(4,314)

30,327

Amortisation of client relationship contracts

(3,205)

(2,465)

-

(5,670)

Dual running costs of operating platform

(1,424)

(192)

-

(1,616)

Acquisition and integration-related costs

(499)

-

(69)

(568)

Changes in fair value of deferred contingent consideration

-

-

(173)

(173)

Finance cost of deferred contingent consideration

-

(7)

(54)

(61)

Profit/(loss) mark-up on Group allocated costs

299

(299)

-

-

Total underlying adjustments

(4,829)

(2,963)

(296)

(8,088)

Profit/(loss) before tax

29,687

(2,838)

(4,610)

22,239

Taxation

(4,090)

Profit for the period attributable to equity holders of the Company

18,149

 

Year ended 30 June 2023 (audited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Total assets

91,141

26,537

77,578

195,256

Total liabilities

30,175

2,541

5,196

37,912

Net assets

60,966

23,996

72,382

157,344

 

Year ended 30 June 2023 (audited)

UK Investment Management

£'000

International

£'000

Group and consolidation adjustments

£'000

Total

£'000

Statutory operating costs included the following:

- Amortisation

3,429

912

2,491

6,832

- Depreciation

1,943

689

17

2,649

- Interest income

762

279

51

1,092

 

4. Revenue

Six months ended 31 Dec 2023 (unaudited)

UK Investment Management

£'000

International

£'000

Total

£'000

Investment management fees

33,563

5,949

39,512

Transactional income

5,908

862

6,770

Fund management fees

4,399

1,749

6,148

Wealth management fees

4,065

-

4,065

Interest turn

6,255

861

7,116

Total revenue

54,190

9,421

63,611

 

Six months ended 31 Dec 2022 (unaudited)

UK Investment Management

£'000

International

£'000

Total

£'000

Investment management fees

32,558

6,114

38,672

Transactional income

4,325

1,405

5,730

Fund management fees

5,152

1,887

7,039

Wealth management fees

2,361

56

2,417

Interest turn

4,391

659

5,050

Total revenue

48,787

10,121

58,908

Year ended 30 June 2023 (audited)

UK Investment Management

£'000

International

£'000

Total

£'000

Investment management fees

65,626

12,292

77,918

Transactional income

10,578

2,704

13,282

Fund management fees

9,983

3,739

13,722

Wealth management fees

6,446

-

6,446

Interest turn

10,825

1,584

12,409

Total revenue

103,458

20,319

123,777

 

a) Geographic analysis

The Group's operations are located in the United Kingdom, Channel Islands and Isle of Man. The following table presents external revenue analysed by the geographical location of the Group entity providing the service.

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023

(audited)

£'000

United Kingdom

54,190

48,787

103,458

Channel Islands

9,342

10,050

20,173

Isle of Man

79

71

146

Total revenue

63,611

58,908

123,777

 

b) Major clients

The Group is not reliant on any one client or group of connected clients for the generation of revenues.

 

5. Other gains/(losses) - net

Other gains and losses represent the net changes in the fair value of the Group's financial instruments and intangible assets recognised in the Condensed consolidated statement of comprehensive income.

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023

(audited)

£'000

Changes in fair value of deferred contingent consideration (Note 16)

-

-

(173)

Changes in fair value of financial assets at fair value through profit or loss (Note 14)

46

2

11

Total other gains/(losses) - net

46

2

(162)

 

 

6. Finance income and finance costs

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023

(audited)

£'000

Finance income

Bank interest on deposits

1,582

343

1,092

Dividends on preference shares

14

13

35

Total finance income

1,596

356

1,127

Finance costs

Finance cost of lease liabilities

104

117

235

Finance cost of deferred contingent consideration

8

18

61

Total finance cost

112

135

296

 

 

7. Taxation

The current tax expense for the six months ended 31 December 2023 was calculated based on the Corporation Tax rate of 25.0%, applied to the taxable profit for the six months ended 31 December 2023 (six months ended 31 December 2022: 20.5%; year ended 30 June 2023: 20.5%).

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023

(audited)

£'000

UK Corporation Tax

2,887

2,806

5,703

Over provision in prior years

-

(830)

(834)

Total current taxation

2,887

1,976

4,869

Deferred tax credits

(286)

(194)

(1,189)

(Over)/under provision of deferred tax in prior years

-

(125)

410

Total income tax expense

2,601

1,657

4,090

 

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the time apportioned tax rate applicable to profits of the consolidated entities in the UK as follows, split out between underlying and statutory profits:

Six months ended 31 Dec 2023 (unaudited)

Underlying profit

£'000

Underlying profit adjustments

£'000

Statutory profit

£'000

Profit before taxation

17,120

(17,903)

(783)

Profit multiplied by the standard rate of tax in the UK of 25.0%

4,281

(4,476)

(195)

Tax effect of amounts that are not deductible/(taxable) in calculating taxable income:

- Depreciation and amortisation

2

29

31

- Disallowable expenses

185

2

187

- Impairment charge

-

2,910

2,910

- Share-based payments

28

-

28

- Lower tax rates in other jurisdictions in which the Group operates

(184)

124

(60)

- Overseas tax losses not available for UK tax purposes

(68)

-

(68)

- Non-taxable income

(232)

-

(232)

Income tax expense

4,012

(1,411)

2,601

Effective tax rate

23.4%

n/a

n/a

 

Six months ended 31 Dec 2022 (unaudited)

Underlying profit

£'000

Underlying profit adjustments

£'000

Statutory profit

£'000

Profit before taxation

14,498

(4,654)

9,844

Profit multiplied by the standard rate of tax in the UK of 20.5%

2,972

(954)

2,018

Tax effect of amounts that are not deductible/(taxable) in calculating taxable income:

- Depreciation and amortisation

794

(145)

649

- Disallowable expenses

153

3

156

- Share-based payments

(216)

-

(216)

- Lower tax rates in other jurisdictions in which the Group operates

(63)

-

(63)

- Overseas tax losses not available for UK tax purposes

106

-

106

- Over provision in prior periods

(958)

-

(958)

- Non-taxable income

(35)

-

(35)

Income tax expense

2,753

(1,096)

1,657

Effective tax rate

19.0%

n/a

16.8%

 

Year ended 30 June 2023 (audited)

Underlying profit

£'000

Underlying profit adjustments

£'000

Statutory profit

£'000

Profit before taxation

30,327

(8,088)

22,239

Profit multiplied by the standard rate of tax in the UK of 20.5%

6,217

(1,658)

4,559

Tax effect of amounts that are not deductible/(taxable) in calculating taxable income:

- Depreciation and amortisation

604

(285)

319

- Non-taxable income

(124)

-

(124)

- Overseas tax losses not available for UK tax purposes

67

-

67

- Disallowable expenses

(107)

-

(107)

- Lower tax rates in other jurisdictions in which the Group operates

263

48

311

- Share-based payments

(512)

-

(512)

- Over provision in prior periods

(423)

-

(423)

Income tax expense

5,985

(1,895)

4,090

Effective tax rate

19.7%

n/a

18.4%

 

On 11 March 2021 it was outlined in the Finance Bill 2021, and substantively enacted having received royal ascent on 10 June 2021, that the UK Corporation Tax rate would increase to 25.0% from 1 April 2023 and remain at 19.0% until that date. As a result, the effective rate of Corporation Tax applied to the taxable profit for the six months ended 31 December 2023 is 25.0% (six months ended 31 December 2022: 20.5%; year ended 30 June 2023: 20.5%). Deferred tax assets and liabilities are calculated at the rate that is expected to be in force when the temporary differences unwind.

 

8. Business combinations

Prior period

Integrity

On 31 October 2022, the Group acquired Integrity Wealth Bidco Limited and Integrity Wealth (Holdings) Limited, together with its subsidiary Integrity Wealth Solutions Limited ("IWS"), (collectively "Integrity"). The acquisition brings a successful and rapidly growing Independent Financial Adviser ("IFA") business into the Group and brings scale to the Group's Private Clients business, adding distinctive expertise in their specialist area. The acquisition consisted of acquiring 100% of the issued share capital of Integrity Wealth (Holdings) Limited and Integrity Wealth Bidco Limited (intermediate holding company), which was funded through existing financial resources. On 14 April 2023, the Group acquired an additional client book, which was incorporated into the Integrity business and acquisition accounting. This resulted in an additional £246,000 of initial cash consideration and £214,000 deferred contingent consideration at fair value.

The acquisition was accounted for using the acquisition method and details of the purchase consideration are as follows:

Note

£'000

Initial cash consideration

4,000

Shares consideration

i

1,000

Excess for net assets

ii

601

Deferred contingent consideration at fair value

iii

1,026

Total purchase consideration

6,627

 

i. The Group issued 52,084 ordinary shares to the previous shareholders of Integrity Wealth (holdings) Limited and Integrity Wealth Bidco Limited at a price of £19.20 per share. The amount of shares issued was based on the share price at the completion date to provide the equivalent consideration value of £1,000,000.

ii. In accordance with the Sale and Purchase agreement ("SPA"), the Group was required to pay the difference between the available capital and the required regulatory capital for Integrity.

iii. The total estimated cash deferred contingent consideration is £1,275,000, payable in three years following completion, based on revenue criteria of the acquired business. As outlined in the SPA, the maximum cash deferred contingent consideration payable is up to £2,500,000 if certain revenue criteria are met.

On 30 June 2023, the Group agreed to renegotiate the deferred contingent consideration, which resulted in the Group recognising a change in fair value of deferred contingent consideration of £173,000 on 30 June 2023. See Note 16 for further details.

Client relationship intangible assets of £2,543,000 were recognised on acquisition in respect of the expected cash inflows and economic benefit from the acquired business. An associated deferred tax liability of £636,000 was recognised in relation to the expected cash inflows on the acquired client relationship intangible asset. Goodwill of £3,945,000 was recognised on acquisition in respect of the expected growth in the acquired business and associated cash inflows. The fair value of the assets acquired were the gross contractual amounts and were all considered to be fully recoverable. The fair value of the identifiable assets and liabilities acquired, at the date of acquisition, are detailed below.

Net assets acquired through business combination

£'000

Trade and other receivables

270

Cash at bank

804

Trade and other payables

(167)

Corporation tax payable

(132)

Total net assets recognised by acquired companies

775

Fair value adjustments:

Client relationship contracts

2,543

Deferred tax liabilities

(636)

Net identifiable assets

1,907

Goodwill

3,945

Total purchase consideration

6,627

 

The trade and other receivables were recognised at their fair value, being the gross contractual amounts, deemed fully recoverable.

Adroit

On 15 December 2022, the Group acquired Adroit Financial Planning Limited ("Adroit"), a successful and rapidly growing Independent Financial Adviser ("IFA") business. The acquisition brings further scale to the Group's Private Clients business, adding distinctive expertise in their specialist area. The acquisition consisted of acquiring 100% of the issued share capital of Adroit Financial Planning Limited, which was funded through existing financial resources.

The acquisition was accounted for using the acquisition method and details of the purchase consideration are as follows:

Note

£'000

Initial cash consideration

10,991

Additional consideration

i

270

Total purchase consideration

11,261

 

i. In accordance with the Sale and Purchase agreement ("SPA"), the Group was required to pay an additional amount based on the number of days between the date of exchange and date of completion.

Client relationship intangible assets of £2,931,000 were recognised on acquisition in respect of the expected cash inflows and economic benefit from the acquired business. An associated deferred tax liability of £733,000 was recognised in relation to the expected cash inflows on the acquired client relationship intangible asset. Goodwill of £8,541,000 was recognised on acquisition in respect of the expected growth in the acquired business and associated cash inflows. The fair value of the assets acquired were the gross contractual amounts and were all considered to be fully recoverable. The fair value of the identifiable assets and liabilities acquired, at the date of acquisition, are detailed in below.

Net assets acquired through business combination

£'000

Trade and other receivables

533

Cash at bank

193

Trade and other payables

(204)

Total net assets recognised by acquired companies

522

Fair value adjustments:

Client relationship contracts

2,931

Deferred tax liabilities

(733)

Net identifiable assets

2,198

Goodwill

8,541

Total purchase consideration

11,261

 

The trade and other receivables were recognised at their fair value, being the gross contractual amounts, deemed fully recoverable.

Acquisition impact on reported results

In the period from acquisition to 31 December 2022, directly attributable acquisition costs of £267,000 were incurred in relation to the acquisitions, which were charged to administrative costs in the Condensed consolidated statement of comprehensive income but excluded from underlying profit.

In the period from acquisition to 31 December 2022, the two acquisitions earned revenue of £443,000 and statutory profit before tax of £108,000. Had the acquisitions been consolidated from 1 July 2022, the Condensed consolidated statement of comprehensive income would have included revenue of £2,176,000 and statutory profit before tax of £564,000.

Net cash outflow resulting from business combinations

£'000

Total purchase consideration

18,348

Less shares issued as consideration

(1,000)

Less deferred cash contingent consideration at fair value

(1,240)

Cash paid to acquire business combinations

16,108

Less cash held by acquired entities

(997)

Net cash outflow - investing activities

15,111

 

 

9. Earnings per share

The Board of Directors considers that underlying earnings per share provides an appropriate reflection of the Group's performance in the period. Underlying earnings per share are calculated based on 'underlying earnings', which is defined as earnings before underlying adjustments listed below. The tax effect of these adjustments has also been considered. Underlying earnings is an Alternative Performance Measure ("APM") used by the Group.

Earnings for the period used to calculate (loss)/earnings per share as reported in these Condensed consolidated financial statements were as follows:

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023

(audited)

£'000

(Loss)/earnings attributable to ordinary shareholders

(3,384)

8,187

18,149

Underlying adjustments

Goodwill impairment

11,641

-

-

Organisational restructure costs

3,037

-

-

Amortisation of acquired client relationship contracts (Note 11)

2,924

2,757

5,670

Integration and acquisition-related costs

293

267

568

Finance cost of deferred contingent consideration (Note 16)

8

19

61

Dual running costs of operating platform

-

1,611

1,616

Changes in fair value of deferred consideration (Note 16)

-

-

173

Tax impact of adjustments (Note 7)

(1,411)

(1,096)

(1,895)

Underlying earnings attributable to ordinary shareholders

13,108

11,745

24,342

 

Basic earnings per share is calculated by dividing earnings attributable to ordinary shareholders by the weighted average number of shares in issue throughout the period. Included in the weighted average number of shares for basic earnings per share purposes are employee share options at the point all necessary conditions have been satisfied and the options have vested, even if they have not yet been exercised.

Diluted earnings per share represents the basic earnings per share adjusted for the effect of dilutive potential shares issuable on exercise of employee share options under the Group's share-based payment schemes, weighted for the relevant period. The diluted weighted average number of shares in issue and diluted earnings per share considers the effect of all dilutive potential shares issuable on exercise of employee share options. The potential shares issuable includes the contingently issuable shares that have not yet vested and the vested unissued share options that are either nil cost options or have little or no consideration.

The weighted average number of shares in issue during the six months ended 31 December 2023 were as follows:

Six months ended

31 Dec 2023

(unaudited)

Number of shares

Six months ended

31 Dec 2022

(unaudited)

Number of shares

Year ended

30 Jun 2023 (audited)

Number of shares

Weighted average number of shares in issue

16,060,677

15,791,432

15,825,397

Effect of dilutive potential shares issuable on exercise of employee share options

247,947

398,960

293,992

Diluted weighted average number of shares in issue

16,308,624

16,190,392

16,119,389

 

Six months ended

31 Dec 2023

(unaudited)

Six months ended

31 Dec 2022 (unaudited)

Year ended

30 Jun 2023

(audited)

p

p

p

Based on reported (loss)/earnings:

Basic (loss)/earnings per share

(21.1)

51.8

114.7

Diluted (loss)/earnings per share

(21.1)

50.6

112.6

Based on underlying earnings:

Basic earnings per share

81.6

74.4

153.8

Diluted earnings per share

80.4

72.5

151.0

 

 

10. Dividends

Six months ended

31 Dec 2023

(unaudited)

Six months ended

31 Dec 2022 (unaudited)

Year ended

30 Jun 2023 (audited)

£'000

£'000

£'000

Final dividend paid on ordinary shares

7,467

7,022

7,021

Interim dividend paid on ordinary shares

-

-

4,401

Total dividends

7,467

7,022

11,422

 

An interim dividend of 29.0p (six months ended 31 December 2022: 28.0p) per share was declared by the Board of Directors on 6 March 2024. It will be paid on 16 April 2024 to shareholders who are on the register at the close of business on 15 March 2024.

In accordance with IAS 10, this dividend has not been included as a liability in the Condensed consolidated financial statements at 31 December 2023.

A final dividend for the year ended 30 June 2023 of 47.0p (year ended 30 June 2022: 45.0p) per share was paid to shareholders on 3 November 2023.

 

11. Intangible assets

Goodwill

£'000

Computer software

£'000

Acquired

client

relationship

contracts

£'000

Contracts

acquired with fund

managers

£'000

Total

£'000

Cost

At 30 June 2022

51,887

6,930

70,011

3,521

132,349

Additions

12,486

1,911

5,474

-

19,871

At 31 December 2022

64,373

8,841

75,485

3,521

152,220

Additions

-

1,043

613

-

1,656

Disposals

-

(1,054)

-

(3,521)

(4,575)

At 30 June 2023

64,373

8,830

76,098

-

149,301

Additions

-

643

-

-

643

At 31 December 2023

64,373

9,473

76,098

-

149,944

Accumulated amortisation and impairment

At 30 June 2022

11,213

251

31,477

3,521

46,462

Amortisation charge

-

501

2,757

-

3,258

At 31 December 2022

11,213

752

34,234

3,521

49,720

Amortisation charge

-

661

2,913

-

3,574

Accumulated amortisation on disposals

-

(1,054)

-

(3,521)

(4,575)

At 30 June 2023

11,213

359

37,147

-

48,719

Amortisation charge

-

749

2,924

-

3,673

Impairment

11,641

-

-

-

11,641

At 31 December 2023

22,854

1,108

40,071

-

64,033

Net book value

At 30 June 2022

40,674

6,679

38,534

-

85,887

At 31 December 2022

53,160

8,089

41,251

-

102,500

At 30 June 2023

53,160

8,471

38,951

-

100,582

At 31 December 2023

41,519

8,365

36,027

-

85,911

 

a) Goodwill

Goodwill acquired in a business combination is allocated at acquisition to the cash generating units ("CGUs") that are expected to benefit from that business combination. The carrying amount of goodwill in respect of these CGUs within the operating segments of the Group comprises:

31 Dec 2023

(unaudited)

£'000

31 Dec 2022 (unaudited)

£'000

30 Jun 2023 (audited)

£'000

Funds

Braemar Group Limited ("Braemar")

3,320

3,320

3,320

International

Brooks Macdonald Asset Management (International) Limited and Brooks Macdonald Retirement Services (International) Limited (collectively "International")

9,602

21,243

21,243

Cornelian

Cornelian Asset Managers Group Limited ("Cornelian")

16,111

16,111

16,111

Integrity

Integrity Wealth (Holdings) Limited ("Integrity")

3,945

3,945

3,945

Adroit

Adroit Financial Planning Limited ("Adroit")

8,541

8,541

8,541

Total goodwill

41,519

53,160

53,160

 

Each reporting period, Management review each CGU for impairment indicators. If impairment indicators are present, an impairment review is carried out. At the reporting date there were no indicators that the carrying amount of goodwill in relation to the Funds, Cornelian, Integrity, or Adroit CGUs should be impaired, therefore calculations regarding recoverability in respect of these CGUs have not been performed.

The prevailing macroeconomic environment and market volatility seen during the reporting period, had an impact on client sentiment and new business, whilst the higher interest rate environment resulted in higher outflows with client withdrawing funds to repay debt. This gave rise to impairment indicators in relation to the International CGU, that was recognised upon the acquisition of the Spearpoint business in 2012. Accordingly, an impairment review was carried out for this CGU, and based on a value-in-use calculation, the recoverable amount of the International CGU at 31 December 2023 did not support the carrying amount of the International CGU of £31,311,000. As a result, the International goodwill balance has been impaired by £11,641,000, leaving a goodwill balance of £9,602,000 at 31 December 2023.

The value-in-use calculation is based on a discounted cash flow model, with the key underlying assumptions being the discount rate, medium-term growth in earnings and FUM flows, and the long-term growth rate of the business. The revenue growth is forecast based on new business targets, expected outflows and estimated impact of market performance on FUM, multiplied by estimated fee yields. The period covered is five years and the forecasts are based on management's growth projections for the business based on its strategic objectives, taking into account historic performance and prevailing market and economic conditions. A pre-tax discount rate of 12% (FY23: 13%), based on the Group's assessment of the risk-free rate of interest and specific risks relating to Brooks Macdonald International. A 2% long-term growth rate has been applied which is considered prudent in the context of the long-term average growth rate for the industries in which the CGU operates.

Management believes the impairment to be a fair reflection of the underlying business valuation in the backdrop of current market conditions, net FUM outflows and the knock-on impact of revenue in the short term.

b) Computer software

Computer software costs are amortised on a straight-line basis over an estimated useful live (four to eight years). Costs incurred on internally developed computer software are initially recognised at cost and when the software is available for use the costs are amortised on a straight-line basis over an estimated useful life of four years. Capitalised costs incurred on the Group's partnership with SS&C to transform the Group's client and intermediary-facing processes, launch a digital onboarding solution and enhance the Group's operating platform are amortised on a straight-line basis over the remaining agreement length with SS&C of eight years from the start of amortisation in FY23, the estimated period the Group will generate positive economic benefit from the capitalised costs.

c) Acquired client relationship contracts

This asset represents the fair value of future benefits accruing to the Group from acquired client relationship contracts. The amortisation of client relationships is charged to the Condensed consolidated statement of comprehensive income on a straight-line basis over their estimated useful lives (6 to 20 years).

 

12. Property, plant and equipment

Leasehold improvements

£'000

Fixtures, fittings and office equipment

£'000

IT

equipment

£'000

Total

£'000

Cost

At 30 June 2022

2,688

741

1,246

4,675

Additions

356

50

8

414

At 31 December 2022

3,044

791

1,254

5,089

Additions

121

24

186

331

Disposals

(19)

(173)

(474)

(666)

At 30 June 2023

3,146

642

966

4,754

Additions

3

44

23

70

At 31 December 2023

3,149

686

989

4,824

Accumulated depreciation

At 30 June 2022

1,131

513

829

2,473

Depreciation charge

246

50

98

394

At 31 December 2022

1,377

563

927

2,867

Depreciation charge

289

52

89

430

Depreciation on disposals

(19)

(173)

(474)

(666)

At 30 June 2023

1,647

442

542

2,631

Depreciation charge

282

44

100

426

At 31 December 2023

1,929

486

642

3,057

Net book value

At 30 June 2022

1,557

228

417

2,202

At 31 December 2022

1,667

228

327

2,222

At 30 June 2023

1,499

200

424

2,123

At 31 December 2023

1,220

200

347

1,767

 

 

13. Right-of-use assets

Cars

£'000

Property

£'000

Total

£'000

Cost

At 30 June 2022

328

9,425

9,753

Additions

272

334

606

At 31 December 2022

600

9,759

10,359

Additions

198

379

577

At 30 June 2023

798

10,138

10,936

Additions

41

922

963

At 31 December 2023

839

11,060

11,899

Accumulated depreciation

At 30 June 2022

37

4,745

4,782

Depreciation charge

67

847

914

At 31 December 2022

104

5,592

5,696

Depreciation charge

91

820

911

At 30 June 2023

195

6,412

6,607

Depreciation charge

109

951

1,060

At 31 December 2023

304

7,363

7,667

Net book value

At 30 June 2022

291

4,680

4,971

At 31 December 2022

496

4,167

4,663

At 30 June 2023

603

3,726

4,329

At 31 December 2023

535

3,697

4,232

 

 

14. Financial instruments

The analysis of financial assets and liabilities into their categories as defined in IFRS 9 'Financial Instruments' is set out in the following table.

31 Dec 2023

(unaudited)

£'000

31 Dec 2022

 (unaudited)

£'000

30 Jun 2023

(audited)

£'000

Financial assets

Financial assets at fair value through profit or loss:

Investment in regulated OEICs

871

786

825

Financial assets at fair value through other comprehensive income:

Unlisted redeemable preference shares

500

500

500

Financial assets at amortised cost:

Trade and other receivables

29,414

32,844

33,542

Cash and cash equivalents

59,000

37,573

53,355

Total financial assets

89,785

71,703

88,222

Financial liabilities

Financial liabilities at fair value through profit or loss:

Deferred contingent consideration (Note 16)

225

1,372

1,467

Financial liabilities at amortised cost:

Trade and other payables

21,358

15,286

 22,521

Current tax liabilities

423

128

645

Provisions (Note 17)

906

1,403

1,322

Lease liabilities

4,662

5,649

5,141

Other non-current liabilities

869

400

783

Total financial liabilities

28,443

24,238

31,879

 

The following table provides an analysis of the financial assets and liabilities that, subsequent to initial recognition, are measured at fair value. These are grouped into the following levels within the fair value hierarchy, based on the degree to which the inputs used to determine the fair value are observable:

? Level 1 - derived from quoted prices in active markets for identical assets or liabilities at the measurement date;

? Level 2 - derived from inputs other than quoted prices included within level 1 that are observable, either directly or indirectly; and

? Level 3 - derived from inputs that are not based on observable market data.

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Financial assets

At 1 July 2022

784

-

500

1,284

Net changes in fair value

2

-

-

2

At 31 December 2022

786

-

500

1,286

Additions

30

-

-

30

Net changes in fair value

9

-

-

9

At 30 June 2023

825

-

500

1,325

Net changes in fair value

46

-

-

46

At 31 December 2023

871

-

500

1,371

Comprising:

Financial assets at fair value through other comprehensive income

-

-

500

500

Financial assets at fair value through profit and loss

871

-

-

871

Total financial assets

871

-

500

1,371

 

At 31 December 2023, the Group held an investment of 500,000 redeemable £1 preference shares in an unlisted company incorporated in the UK. The preference shares carry an entitlement to a fixed preferential dividend at a rate of 4% per annum. Unlisted preference shares are classified as financial assets at fair value through other comprehensive income. They have been valued using a perpetuity income model, which is based upon the preference dividend cash flows.

The Group holds 500,000 shares in five of the SVS Cornelian Risk Managed Passive Funds. During the six months ended 31 December 2023, the Group recognised a gain on these investments of £36,000, resulting in a value at 31 December 2023 of £629,000 (31 December 2022: £588,000; 30 June 2023: £593,000).

The Group holds an investment in the Blueprint Multi Asset Fund range across the various models within the fund range. During the six months ended 31 December 2023, the Group recognised a gain on these investments of £10,000, resulting in a value at 31 December 2023 of £242,000 (31 December 2022: £198,000; 30 June 2023: £232,000).

Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Financial liabilities

At 1 July 2022

-

-

327

327

Additions

-

-

1,026

1,026

Finance cost of deferred contingent consideration

-

-

19

19

At 31 December 2022

-

-

1,372

1,372

Finance cost of deferred contingent consideration

-

-

42

42

Additions

-

-

214

214

Changes in fair value

-

-

173

173

Payments made

-

-

(334)

(334)

At 30 June 2023

-

-

1,467

1,467

Finance cost of deferred contingent consideration

-

-

8

8

Cash consideration paid

-

-

(625)

(625)

Shares issued as consideration (Note 19)

-

-

(625)

(625)

At 31 December 2023

-

-

225

225

Comprising:

Deferred contingent consideration (Note 16)

-

-

225

225

Total financial liabilities

-

-

225

225

 

Deferred contingent consideration is recognised at fair value through profit or loss and is valued using the net present value of the expected amounts payable based on management's forecasts and expectations. For more details see Note 16.

 

15. Deferred income tax

Deferred income tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. An analysis of the Group's deferred assets and deferred tax liabilities is shown below.

31 Dec 2023 (unaudited)

UK

£'000

CI

£'000

Total

£'000

Deferred tax assets

Share-based payments

2,189

-

2,189

Trading losses carried forward

-

359

359

Dilapidations

99

8

107

Accelerated capital allowances

163

-

163

Total deferred tax assets

2,451

367

2,818

Deferred tax liabilities

Intangible asset amortisation

(6,460)

(1,032)

(7,492)

Accelerated capital allowances on research and development

(931)

-

(931)

Total deferred tax liabilities

(7,391)

(1,032)

(8,423)

Net deferred tax liability

(4,940)

(665)

(5,605)

 

31 Dec 2022 (unaudited)

UK

£'000

CI

£'000

Total

£'000

Deferred tax assets

Share-based payments

2,984

-

2,984

Trading losses carried forward

-

325

325

Dilapidations

65

10

75

Accelerated capital allowances

258

-

258

Total deferred tax assets

3,307

335

3,642

Deferred tax liabilities

Intangible asset amortisation

(7,713)

(781)

(8,494)

Accelerated capital allowances on research and development

(912)

-

(912)

Total deferred tax liabilities

(8,625)

(781)

(9,406)

Net deferred tax liability

(5,318)

(446)

(5,764)

 

30 Jun 2023 (audited)

UK

£'000

CI

£'000

Total

£'000

Deferred tax assets

Share-based payments

2,333

-

2,333

Trading losses carried forward

-

363

363

Dilapidations

92

27

119

Accelerated capital allowances

164

-

164

Total deferred tax assets

2,589

390

2,979

Deferred tax liabilities

Intangible asset amortisation

(7,404)

(752)

(8,156)

Accelerated capital allowances on research and development

(856)

-

(856)

Total deferred tax liabilities

(8,260)

(752)

(9,012)

Net deferred tax liability

(5,671)

(362)

(6,033)

 

The gross movement on the deferred income tax account during the period was as follows:

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022

(unaudited)

£'000

 Year ended 30 Jun 2023

(audited)

£'000

At beginning of period

(6,033)

(4,957)

(4,957)

Additional liability on acquisition of client relationship intangible assets

-

(1,369)

(1,520)

Credit to the Condensed consolidated statement of comprehensive income

286

319

779

Credit/(charge) recognised in equity

142

243

(335)

At end of period

(5,605)

(5,764)

(6,033)

 

The change in deferred income tax assets and liabilities during the period was as follows:

Share-based payments

£'000

Trading losses carried forward

£'000

Dilapidations

£'000

Accelerated capital allowances

£'000

Total

£'000

Deferred tax assets

At 1 July 2022

2,667

133

65

137

3,002

Over provision in prior years

-

125

-

-

125

Charge to the Condensed consolidated statement of comprehensive income

74

67

10

121

272

Credit to equity

243

-

-

-

243

At 31 December 2022

2,984

325

75

258

3,642

Over provision in prior years

-

49

-

-

49

(Charge)/credit to the Condensed consolidated statement of comprehensive income

(73)

(11)

44

(94)

(134)

Charge to equity

(578)

-

-

-

(578)

At 30 June 2023

2,333

363

119

164

2,979

Charge to the Condensed consolidated statement of comprehensive income

(286)

(4)

(12)

(1)

(303)

Credit to equity

142

-

-

-

142

At 31 December 2023

2,189

359

107

163

2,818

 

31 Dec 2023

(unaudited)

£'000

31 Dec 2022

(unaudited)

£'000

30 Jun 2023

(audited)

£'000

Deferred tax assets

Deferred tax assets to be settled after more than one year

1,861

2,031

1,198

Deferred tax assets to be settled within one year

957

1,611

1,781

Total deferred tax assets

2,818

3,642

2,979

 

The carrying amount of the deferred tax asset is reviewed at each reporting date and is only recognised to the extent that it is probable that future taxable profits of the Group will allow the asset to be recovered.

Accelerated capital allowances on research and development

£'000

Intangible asset amortisation

£'000

Total

£'000

Deferred tax liabilities

At 1 July 2022

389

7,570

7,959

Additional liability on acquisition of client-relationship intangible assets

-

1,369

1,369

Charge/(credit) to the Condensed consolidated statement of comprehensive income

523

(445)

78

At 31 December 2022

912

8,494

9,406

Additional liability on acquisition of client-relationship intangible assets

-

151

151

Credit to the Condensed consolidated statement of comprehensive income

(640)

(489)

(1,129)

Over provision in prior years

584

-

584

At 30 June 2023

856

8,156

9,012

Charge/(credit) to the Condensed consolidated statement of comprehensive income

75

(664)

(589)

At 31 December 2023

931

7,492

8,423

 

31 Dec 2023

(unaudited)

£'000

31 Dec 2022

(unaudited)

£'000

30 Jun 2023

(audited)

£'000

Deferred tax liabilities

Deferred tax assets to be settled after more than one year

7,836

8,522

7,777

Deferred tax assets to be settled within one year

587

884

1,235

Total deferred tax liabilities

8,423

9,406

9,012

 

 

16. Deferred contingent consideration

Deferred contingent consideration is split between non-current liabilities and current liabilities to the extent that it is due to be paid within one year of the reporting date. It reflects the Directors' best estimate of amounts payable in the future in respect of certain client relationships and subsidiary undertakings that were acquired by the Group. Deferred contingent consideration is measured at its fair value based on discounted expected future cash flows. The movements in the total deferred contingent consideration balance during the current and comparative periods were as follows:

Six months ended

31 Dec 2023

(unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023 (audited)

£'000

At beginning of period

1,467

327

327

Additions

-

1,026

1,240

Finance cost of deferred contingent consideration

8

19

61

Fair value adjustments

-

-

173

Cash consideration paid

(625)

-

(334)

Shares issues as consideration

(625)

-

-

At end of period

225

1,372

1,467

Analysed as:

Amounts falling due within one year

225

333

1,467

Amounts falling due after more than one year

-

1,039

-

At end of period

225

1,372

1,467

 

During the six months ended 31 December 2022, the Group completed the Integrity acquisition (Note 8) and part of the consideration is to be deferred over a period of three years. The deferred contingent consideration was payable at the end of November 2025 based on the future revenue of the business acquired and the estimated fair value of the deferred contingent consideration at acquisition was £1,026,000. In April 2023 the Group acquired an additional client book, with part of the consideration to be deferred over a one-year period. The estimated fair value of the deferred contingent consideration at acquisition was £214,000. The Integrity Wealth Solutions deferred contingent consideration was renegotiated at 30 June 2023, and it was agreed that £1,250,000 was to be paid to the vendors of Integrity Wealth Solutions, settled in cash of £625,000 and Brooks Macdonald Group plc shares valued at £625,000. As a result, a change in fair value of the contingent consideration of £173,000 was recognised after 30 June 2023. This revised deferred contingent consideration was settled during the six months ended 31 December 2023.

Deferred contingent consideration is classified as Level 3 within the fair value hierarchy, as defined in Note 14.

 

17. Provisions

Client compensation

£'000

Regulatory levies

£'000

Leasehold dilapidations

£'000

Tax-

related

£'000

Total

£'000

At 30 June 2022

112

386

367

280

1,145

Charged to the Condensed consolidatedstatement of comprehensive income

809

34

55

-

898

Utilised during the period

(222)

(418)

-

-

(640)

At 31 December 2022

699

2

422

280

1,403

Charged to the Condensed consolidatedstatement of comprehensive income

(230)

205

205

-

180

Utilised during the period

(219)

(40)

(2)

-

(261)

At 30 June 2023

250

167

625

280

1,322

Charged to the Condensed consolidatedstatement of comprehensive income

219

-

45

-

264

Utilised during the period

(321)

(167)

(192)

-

(680)

At 31 December 2023

148

-

478

280

906

Analysed as:

Amounts falling due within one year

148

-

216

280

644

Amounts falling due after more than one year

-

-

262

-

262

Total provisions

148

-

478

280

906

 

a) Client compensation

Client compensation provisions relate to the potential liability arising from client complaints against the Group. Complaints are assessed on a case-by-case basis and provisions for compensation are made where judged necessary. The amount recognised within provisions for client compensation represents management's best estimate of the potential liability. The timing of the corresponding outflows is uncertain as these are made as and when claims arise.

b) Regulatory levies

At 31 December 2023 provisions include an amount of £nil (at 31 December 2022: £2,000; at 30 June 2023: £167,000) in respect of expected levies by the Financial Services Compensation Scheme ("FSCS").

c) Leasehold dilapidations

Leasehold dilapidations relate to dilapidation provisions expected to arise on leasehold premises held by the Group, and monies due under the contract with the assignee of leases on the Group's leased properties. The non-current leasehold dilapidations provision relate to expected economic outflow at the end of lease terms, with the longest lease term ending in four years from the Condensed consolidated statement of financial position date.

d) Tax-related

Tax-related provisions relate to voluntary disclosures made by the Group to HM Revenue and Customs ("HMRC") following an input VAT review carried out by the Group during FY22.

 

18. Reconciliation of operating profit to net cash inflow from operating activities

Six months ended

31 Dec 2023 (unaudited)

£'000

Six months ended

31 Dec 2022 (unaudited)

£'000

Year ended

30 Jun 2023 (audited)

£'000

Operating profit before tax

9,374

9,623

21,408

Adjustments for:

-?Depreciation of property, plant and equipment

426

394

824

-?Depreciation of right-of-use assets

1,060

914

1,825

-?Amortisation of intangible assets

3,673

3,258

6,832

-?Other (losses)/gains - net

(46)

(2)

162

-?Decrease/(increase) in receivables

4,128

(1,193)

(2,215)

-?Decrease in payables

(1,163)

(9,004)

(1,526)

-?Decrease in provisions

(416)

(258)

(147)

-?Increase/(decrease) in other non-current liabilities

86

(170)

244

-?Share-based payments charge

1,757

1,953

2,686

Net cash inflow from operating activities

18,879

5,515

30,093

 

 

19. Share capital and share premium

The movements in share capital and share premium during the six months ended 31 December 2023 were as follows:

Number of shares

Exercise

price

p

Sharecapital

£'000

Share premium

£'000

Total

£'000

At 30 June 2022

16,205,542

162

79,141

79,303

Shares issued:

-?to Sharesave Scheme

7,130

1,922.5 - 2,250.0

-

100

100

-?of consideration for the acquisition of Integrity

52,084

1,920.0

1

999

1,000

At 31 December 2022

16,264,756

163

80,240

80,403

Shares issued:

-?on exercise of options

1,866

1,629.8 - 2,260.0

-

30

30

-?to Sharesave Scheme

133,041

1,400.0 - 2,300.0

1

1,560

1,561

At 30 June 2023

16,399,663

164

81,830

81,994

Shares issued:

-?on exercise of options

2,067

1,900.0

-

30

30

-?to Sharesave Scheme

10,914

1,172.0 - 1,704.0

-

132

132

-?for deferred contingent consideration

28,748

21,740.0

-

625

625

At 31 December 2023

16,441,392

164

82,617

82,781

 

The total number of ordinary shares issued and fully paid at 31 December 2023 was 16,441,392 (at 31 December 2022: 16,264,756; at 30 June 2023: 16,399,663).

Employee Benefit Trust

The Group established an Employee Benefit Trust ("EBT") on 3 December 2010 to acquire ordinary shares in theCompany to satisfy awards under the Group's Long-Term Incentive Scheme ("LTIS") and Long-Term Incentive Plan("LTIP"). At 31 December 2023, the EBT held 505,815 (at 31 December 2022: 552,889; at 30 June 2023: 552,633) 1p ordinary shares in the Company, acquired for a total consideration of £18,200,000 (at 31 December 2022: £15,900,000; at 30 June 2023: £16,950,000) with a market value of £9,509,000 (at 31 December 2022: £11,700,000; at 30 June 2023: £11,633,000). They are classified as treasury shares in the Condensed consolidated statement of financial position, with their cost being deducted from retained earnings within shareholders' equity.

 

20. Equity-settled share-based payments

Share options granted during the six months ended 31 December 2023 under the Group's equity-settled share-based payment schemes were as follows:

Exercise price

p

Fair value

p

Number of options

Long Term Incentive Plan

-

1,514 - 1,649

203,739

 

No options were granted in respect of the Company's other equity-settled share-based payment schemes during the six months ended 31 December 2023. The charge to the Condensed consolidated statement of comprehensive income for the six months ended 31 December 2023 in respect of all equity settled share-based payment schemes was £1,757,000 (six months ended 31 December 2022: £1,953,000; year ended 30 June 2023: £2,686,000).

 

21. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, are eliminated on consolidation. The Company's individual financial statements include the amounts attributable to subsidiaries. These amounts are disclosed in aggregate in the relevant company financial statements and in detail in the following table:

Amounts owed by/(to) related parties

31 Dec 2023 (unaudited)

£'000

31 Dec 2022 (unaudited)

£'000

30 Jun 2023 (audited)

£'000

Brooks Macdonald Asset Management Limited

(223)

1,471

239

Brooks Macdonald Asset Management (International) Limited

(28)

(90)

83

Brooks Macdonald Funds Limited

(900)

(900)

(900)

Brooks Macdonald Financial Consulting Limited

-

(34)

-

All of the above amounts are interest-free and repayable on demand.

 

22. Guarantees and contingent liabilities

In the normal course of business, the Group is exposed to certain legal and regulatory issues, which, in the event of a dispute, could develop into litigious proceedings and, in some cases, may result in contingent liabilities. Similarly, a contingent liability may arise in the event of a finding in respect of the Group's tax affairs, including the accounting for VAT, which could result in a financial outflow and/or inflow from the relevant tax authorities.

A claim for unspecified losses has been made by a client against Brooks Macdonald Financial Consulting Limited, a subsidiary of the Group, in relation to alleged negligent financial advice. The claimant has not yet advised the quantum of their claim so it is not possible to reliably estimate the potential impact of a ruling in their favour. There remains significant uncertainty surrounding the claim and the Group's legal advice indicates that it is not probable that the claim will be upheld; therefore no provision for any liability has been recognised at this stage.

As at 31 December 2023, there are no claims issued against the Group in relation to the legacy matters as previously announced in 2017. The Group continues to recognise a contingent liability in relation to the possibility that one or more of a small number of clients might seek to claim against the Group on this matter.

Brooks Macdonald Asset Management Limited, a subsidiary company of the Group, has an agreement with the Royal Bank of Scotland plc to guarantee settlement for trading with CREST stock on behalf of clients. The Group holds client assets to fund such trading activity.

 

23. Principal risks and uncertainties

The principal risks and uncertainties facing the Group are in line with those disclosed and included within the Group's Annual Report and Accounts for the year ended 30 June 2023.

 

24. Events since the end of the period

No material events have occurred between the reporting date and the date of signing the Condensed consolidated financial statements.

 

Non-IFRS financial information

Non-IFRS financial information or Alternative Performance Measures ("APMs") are used as supplemental measures in monitoring the performance of the Group. The adjustments applied to IFRS measures to compute the Group's APMs excludes income and expense categories which are deemed of a non-recurring nature or a non-cash operating item. The Board considers the disclosed APMs to be an appropriate reflection of the Group's performance and considered appropriate for external analyst coverage and peer group benchmarking.

The Group follows a rigorous process in determining whether an adjustment should be made to present an Alternative Performance Measure compared to IFRS measures. For an adjustment to be excluded from underlying profit as an Alternative Performance Measure compared to statutory profit, it must initially meet at least one of the following criteria:

? It is unusual in nature, e.g. outside the normal course of business and operations.

? It is a significant item, which may be recognised in more than one accounting period.

? It has been incurred as a result of either an acquisition, disposal or a company restructure process.

The Group uses the below APMs:

APM

Equivalent IFRS measure

Definition and purpose

Underlying profit before tax

Statutory profit before tax

Calculated as profit before tax excluding income and expense categories which are deemed of a non-recurring nature or a non-cash operating item. It is considered by the Board to be an appropriate reflection of the Group's performance and considered appropriate for external analyst coverage and peer group benchmarking.

Underlying tax charge

Statutory tax charge

Calculated as the statutory tax charge, excluding the tax impact of the adjustments excluded from underlying profit.

See Note 7 Taxation

Underlying earnings/ Underlying profit after tax

Total comprehensive income

Calculated as underlying profit before tax less the underlying tax charge.

See Note 9 for a reconciliation of underlying profit after tax and statutory profit after tax.

Underlying profit margin before tax

Statutory profit margin before tax

Calculated as underlying profit before tax over revenue for the period. This is another key metric assessed by the Board and appropriate for external analyst coverage and peer group benchmarking.

Underlying basic earnings per share

Statutory basic earnings per share

Calculated as underlying profit after tax divided by the weighted average number of shares in issue during the period. This is a key management incentive metric and is a measure used within the Group's remuneration schemes.

See Note 9 Earnings per share.

Underlying diluted earnings per share

Statutory diluted earnings per share

Calculated as underlying profit after tax divided by the weighted average number of shares in issue during the period, including the dilutive impact of future share awards. This is a key management incentive metric and is a measure used within the Group's remuneration schemes.

See Note 9 Earnings per share.

Underlying costs

Statutory costs

Calculated as total administrative expenses, other net gains/(losses), finance income and finance costs and excluding income and expense categories which are deemed of a non-recurring nature or a non-cash operating item. This is a key measure used in calculating underlying profit before tax.

Segmental underlying profit before tax

Segmental statutory profit before tax

Calculated as profit before tax excluding income and expense categories which are deemed of a non-recurring nature or a non-cash operating item for each segment.

See Note 3 Segmental information.

Segmental underlying profit before tax margin

Segmental statutory profit before tax margin

Calculated as segmental underlying profit before tax over segmental revenue.

Own Funds Capital Adequacy Ratio

N/A

Calculated as the Group's total regulatory resources relative to its Fixed Overhead requirement.

 

Further information

Financial calendar

Interim results announced

7 March 2024

Ex-dividend date for interim dividend

14 March 2024

Record date for interim dividend

15 March 2024

Payment date of interim dividend

16 April 2024

 

Cautionary statement

The Interim Report and Accounts for the six months ended 31 December 2023 has been prepared to provide information to shareholders to assess the current position and future potential of the Group. The Interim Report and Accounts contains certain forward-looking statements concerning the Group's financial condition, operations and business opportunities. These forward-looking statements involve risks and uncertainties that could impact the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the Group operates and differ materially from the impression created by the forward-looking statements. Any forward-looking statement is made using the best information available to the Directors at the time of their approval of this report. Past performance cannot be relied on as a guide to future performance.

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END
 
 
IR EAEDKESKLEAA
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