HW..L Regulatory News (HW.)

3 July 2018

Harwood Wealth Management Group PLC

("HWMG" or the "Group")

Unaudited interim results for the six months ended 30 April 2018

Harwood Wealth Management Group (AIM: HW.), a leading UK-based financial planning and discretionary wealth management business, is pleased to announce its unaudited consolidated interim results for the six months ended 30 April 2018.

Financial highlights:

· Assets under influence (AUI) up 30% to £4.3bn (H1 2017: £3.3bn)

o 37% of this growth was through acquisition

· Revenue up 44% to £15.1m (H1 2017: £10.5m) of which approximately 68% is recurring

· Gross profit up 39% to £6.8m (H1 2017: £4.9m)

· Gross margin at 45% (H1 2017: 47%), reflecting the full impact of the acquisition of Network Direct, a naturally lower margin business

· Adjusted EBITDA[1] up 50% to £2.7m (H1 2017: £1.8m)

· EPS increased to 0.91p (H1 2017: 0.27p)

· Net cash generated by operations of £2.2m (H1 2017: £1.5m) and total cash balances at the period end of £13.9m (H1 2017: £19.8m)

· Interim dividend of 1.08 pence per share (H1 2017: 1.00) proposed

· Nine acquisitions completed during the period for an aggregate consideration of £10.9m (£9.2m net of cash acquired)

Peter Mann, Chairman of Harwood Wealth Management Group, commented:

"The first half of the year has seen substantial progress, with the Group delivering profitable growth across all its divisions, achieved in line with our clear growth strategy. Harwood completed nine acquisitions in the period, many of which were on a larger scale than those executed in previous years. These acquisitions are important not only in boosting our earnings but also building the Group's capabilities and driving future growth. To date, all companies acquired have integrated well and are performing as expected.

Through maintaining the highest levels of service to our clients, providing advice and solutions truly appropriate to their needs, the Group continues to build on its strong client relationships as well as attracting an ever-increasing number of external mandates.

The Group's growth strategy remains appropriate to the market place we serve today, as demonstrated by the strong results achieved thus far and continued momentum into the second half. With strong visibility on revenues and an excellent pipeline of acquisition opportunities available to us, we look forward to the remainder of the year and beyond with confidence."

For further information please contact:

Website

www.harwoodwealth.co.uk 

CEO's statement

Introduction

The Group remains focused on delivering profitable growth in three areas: organic, through both the existing client base and attracting new clients; acquisitions of small to medium sized financial advisory and wealth management businesses which can help to fuel future organic growth; and improving the efficiency of our operations and economies of scale as the business grows.

Over the first half of the year we have made progress across all areas. The Group has continued to rapidly grow its client bank, alongside many of our existing clients choosing to expand their accounts with us as they turn to advisers they trust in order to navigate new tax and other legislative changes. It has also been a busy period for acquisitions, with the Group taking on nine quality businesses; the client portfolios of four IFA businesses and the entire issued share capital of five similar businesses. We are confident that they will be beneficial to our future growth and are pleased to note that they have benefitted from integration with Harwood as expected so far. The Group has begun to see the impacts of growing economies of scale, with more potential vendors approaching us directly and our administrative expenses as a ratio of revenues dropping.

Assets under influence (AUI) and assets under management (AUM)

· Organic growth and asset market price movement accounted for 63% of the growth in AUI to £4.3bn (H1 2017: £3.3bn).

· AUM doubled to £1.6bn (2017 H1: £0.8bn). This growth has been delivered primarily through our strategy of acquiring client portfolios and providing suitable investment solutions that meet each individual client's needs.

· External mandates successes, including Frenkel Topping, boosted AUM and the investment performance of the centralised investment proposition continues to attract new clients. Being selected to manage mandates such as these is further validation of the strength of our investment management credentials. Wellian Investment Solutions was also awarded Platinum awards for the Best-Balanced Portfolio and the Best-Aggressive Portfolio in the boutique firm category at the Portfolio Adviser Wealth Manager Awards in January 2018.

Revenue analysis

All three business divisions contributed to the 44% growth in revenue.

· The Financial Planning business delivered an increase in income of 8%. Acquisitions accounted for a 5-percentage point revenue growth and the balance being net organic growth. The Financial Planning division also grew the AUM of the Group's centralised investment proposition by 28% to £648m (H1 2017: £506m).

· The Investment Management business grew revenues 50%, with mandates driven by the discretionary fund management subsidiary accounting for 81% of the growth. The balance was delivered from the Financial Planning business as highlighted above.

· The full period impact of the Network Direct acquisition led the growth in the Network Services division. This division was the major revenue growth driver over the period and accounted for 74% of the growth in revenue to £15.1m from £10.5m.

Organic growth accounted for £0.7m of the revenue increase over the period, a 7% organic growth rate. It is estimated that 68% of the Group's total revenue is of a recurring nature. The Network Direct business has a lower recurring income stream of just over 50% because there was previously no investment management offering within the business. The Group's recurring revenue excluding the Network Direct impact is estimated to be 84%.

Gross profit and margins

Overall gross profit has improved by 39% to £6.8m (H1 2017: £4.9m) with all divisions showing an increase to the prior period. The improvement in the Financial Planning gross margins results from acquisitive activity. As highlighted earlier, the Investment Management AUM has grown strongly but some of the large organic mandate successes have naturally been at a lower gross margin. Network Direct is a structurally different business and a gross margin of 9% is as expected. The full period impact of this acquisition has driven the blended gross margin's decline to 45% (H1 2017: 47%). The gross margin excluding Network Direct increased to 71% (H1 2017: 64%).

Administrative expenses

Administrative expenses increased to £5.5m from £4.2m as the scale of the Group's operations continues to grow. Pleasingly, the ratio of administrative expenses to revenue fell to 36% from 40% as the Group benefits from economies of scale and a close focus on cost control. Administrative expenses include amortisation of £1.4m (H1 2017: £1.2m).

Administrative expenses excluding amortisation and depreciation increased to £4.1m from £3.0m and as a percentage of revenue decreased to 27% from 29%.

Exceptional items

In the period under review, some final deferred consideration payments in connection with prior period acquisitions were settled. These payments were contingent on actual recurring revenues received. At the time of completion, the deferred consideration was estimated based on the expected future recurring revenue. If the actual revenue is higher than expected, the final contingent consideration is also higher than the deferred consideration on the balance sheet and the difference is written off (or written on if the actual revenue is lower) to the profit and loss. The net write-off in the period was £123,000 (H1 2017: £20,000).

Profitability

The primary measure of profitability in the sector is adjusted EBITDA, being earnings before interest, taxation, depreciation and amortisation and exceptional items. Adjusted EBITDA for the period showed growth of 50% to £2.7m (H1 2017: £1.8m).

The profit before taxation of £932,000 was 6.2% of revenue (H1 2017: 3.1%).

Cash

In the six months under review, the net cash generated by operations was £2.2m, the net cash used in investing activities was £6.6m and the net cash used in financing activities was £0.6m. Discounted deferred consideration liabilities on the balance sheet total £7.1m of which £5.0m is payable within 12 months. The Group had no debt or borrowings at the period end and had a cash balance of £13.9m, down by £5.0m during the period.

After taking account of the deferred consideration liabilities (£7.1m), the dividend payable (£1.4m) and the Financial Conduct Authority's financial resource requirements (£1.8m), the amount of "free" cash available for acquisitions was £3.6m.

Financial advisers, network members and staff headcount

The number of financial advisers increased to 94 (H1 2017: 83). Network Direct members, who are not employees, stood at 87 (H1 2017: 90). Total staff headcount grew to 138 (H1 2017: 112). The Group welcomed the new advisers to support our organic and acquisitive growth strategy and continues to seek additional high-quality advisers.

Acquisitions

The Group completed the asset acquisition of the client portfolios of four IFA businesses and the entire issued share capital of another five similar businesses for an aggregate consideration of £10.9m (£9.2m net of cash acquired). These were acquired in line with the Group's rigorous selection model using a multiple of recurring revenue and an earn-out contingent on actual results. Integration of these businesses has progressed well and performing as expected.

Post period end non-binding heads of terms have been entered into with a further 18 potential business vendors.

We continue to see a strong pipeline of high quality businesses looking to engage with us. Some are driven by specific factors such as increasing capital adequacy costs or the need to invest in new technology. In other cases, the principals have simply reached a stage of their career at which they wish to retire. Whilst we recognise that there have always been competitors in the market looking for acquisitions, we do not sense any change in the number of such competitors. As a well-funded business that has a proven expertise in efficiently buying businesses, and with a culture that focuses on customers, clients and people, we are an attractive choice for anyone seeking to sell their business. Our increased profile since joining AIM has led to a greater number of potential vendors approaching us directly.

Dividends

Harwood has a progressive dividend policy in place and, in line with this, a final dividend of 2.24 pence per ordinary share in respect of the year ended 31 October 2017 was approved by shareholders at the Company's Annual General Meeting held on 18 April 2018. The final dividend, a total of £1.4m, was paid on 11 May 2018. The directors are proposing an interim dividend of 1.08 pence per share to be paid to shareholders on 9 November 2018 based on the register of shareholders at close of business on 26 October 2018.

Outlook

Our strategy is to deliver profitable growth, both organic and through acquisitions. The Group has successfully completed 69 acquisitions to date and has a healthy pipeline of potential acquisitions at various stages of progression for which the Directors are reviewing various financing options. The Directors are encouraged by the ongoing momentum in our investment management businesses which continue to add assets without increasing investment management costs. It is also pleasing to report that the demand for financial advice from clients has never been greater, driven in part by tax and other legislative changes, most notably pension freedoms.

We have a strong balance sheet and cash reserves and are confident that our clear strategy will continue to deliver strong and profitable growth.

I would like to take this opportunity to thank all of my colleagues for their hard work in delivering excellence to our clients. To our clients I say thank you for the ongoing trust you place in us to deliver you the performance and service you seek.

Alan Durrant

Chief Executive Officer

Notes to the interim financial information

1. General Information

The interim financial information is unaudited. This condensed consolidated interim financial information was approved by the Directors and authorised for issue on 3 July 2018.

Harwood Wealth Management Group plc is a public limited liability company incorporated and domiciled in England and Wales. The Group's business activities are principally the provision of financial advice and investment management to the retail market. The address of the registered office is 5 Lancer House, Hussar Court, Westside View, Waterlooville, Hampshire, PO7 7SE. The Company is listed on the AIM market of the London Stock Exchange.

2. Basis of preparation and Accounting Policies

Basis of preparation

The Group has not applied IAS 34, Interim Financial Reporting, which is not mandatory for UK AIM listed companies, in the preparation of this half-yearly report.

This condensed, consolidated interim financial information for the six months ended 30 April 2018 does not comply, therefore with all the requirements of IAS 34, "Interim financial reporting" as adopted by the European Union. The consolidated interim financial information should be read in conjunction with the annual financial statements of Harwood Wealth Management Group plc for the year ended 31 October 2017, which have been prepared in accordance with IFRS as adopted by the European Union.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 October 2017 were approved by the Board of directors on 22 January 2018 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under sections 498 (2) or (3) of the Companies Act 2006.

Accounting policies

The accounting policies used in the preparation of the financial information for the six months ended 30 April 2018 are in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS") as adopted by the European Union (EU) and are consistent with those which will be adopted in the annual statutory financial statements for the year ended 31 October 2018.

While the financial information included has been prepared in accordance with the recognition and measurement criteria of IFRS, as adopted by the EU, these financial statements do not contain sufficient information to comply with IFRSs.

Basis of consolidation

These interim consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings as at 30 April 2018. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control may cease. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

Restatement of comparatives

Revenue from network services, which is a network of Appointed Representative financial advisers comprises firstly the initial fees receivable from clients on inception of a new policy or investment product, and then the recurring service fees (trail income) that follow. On 1 February 2017, the Group acquired the entire share capital of Network Direct Limited (NDL). The initial accounting treatment for network services revenue arising from this acquisition were recorded in the H1 2017 unaudited interim results net of any Appointed Representative payments for services in connection with the initial or recurring fees. The accounting treatment was amended in the full year audited accounts following a detailed assessment of the commercial and legal arrangements in place.

The effect of the adjustment on the comparative figures is as follows:

3. Exceptional items

In the period under review, some final deferred consideration payments in connection with prior period acquisitions were settled. These payments were contingent on actual recurring revenues received. At the time of completion, the deferred consideration was estimated based on the expected future recurring revenue. If the actual revenue is higher than expected, the final contingent consideration is also higher than the deferred consideration on the balance sheet and the difference is written off (or written on if the actual revenue is lower) to the profit and loss. The net write-off in the period was £123,000 (H1 2017: £20,000).

4. Taxation

An analysis of the income tax charge for the period is detailed below:

5. Business combinations

In the period the Group completed the acquisitions of the entire share capital of Finance For Life Ltd (FFL), Anthony Harding & Partners Ltd (AH&P), Wealth Planning Services Ltd (WPL), AE Financial Services Ltd (AEFS) and Fund Management Ltd (FM) for a total consideration of £9.1m. The assets and liabilities acquired were as follows:

The initial accounting has not yet been completed in respect of all acquisitions and therefore the values are provisional.

In addition, four acquired client portfolios have been purchased in the period for a consideration of £1.8m, of which £1.0m was payable in cash on completion and the balance of £0.8m on deferred terms.

6. Earnings per share

Basic earnings per share are calculated using a weighted average number of shares of 62,542,927 for the period (H1 2017: 56,049,966). Adjusted EBITDA per share has also been shown, as it is a common metric used by the market to monitor similar businesses.

7. 2017 dividends

On 10 November 2017 the Company paid an interim dividend of 1.00 pence per ordinary share totalling £0.6m.

At the Company's Annual General Meeting held on 18 April 2018, the Shareholders approved a final dividend of 2.24 pence per ordinary share totalling £1.4m payable on the 11 May 2018. This is included as a current liability in the consolidated statement of financial position for the six months period ended 30 April 2018.

All Ordinary Shares carry equal dividend rights.

As a holding company, the ability of the Group to pay dividends will principally depend upon dividends paid to it by its operating subsidiaries.