Prior to publication, the
information contained within this announcement was deemed by the
Company to constitute inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations
2019/310. With the publication of this announcement, this
information is now considered to be in the public
domain.
24 September 2024
NAHL Group
plc
("NAHL",
the "Company" or the "Group")
Interim
Results
First half performance in
line with management's expectations - continued reduction in net
debt whilst remaining profitable and cash
generative
NAHL (AIM: NAH), a leading marketing
and services business focused on the UK consumer legal market,
announces its unaudited interim results for the six months ended 30
June 2024 (the "Period").
Financial Highlights
·
|
As previously guided, revenue was
£19.4m, 7% lower than last year (H1 2023: £21.0m) due to a
reduction in revenues from the Personal Injury business in what was
a challenging and unusually competitive market during the
Period.
|
·
|
Operating profit was in line with the
previous year at £1.8m (H1 2023: £1.8m).
|
·
|
Borrowing costs on the Group's RCF
fell by 10% in the Period, reflecting the reduction in borrowings
as a result of the Group's continued strong cash
generation.
|
·
|
Profit before tax increased to £0.5m
(H1 2023: £(0.0)m) and was almost as high as for the whole of the
previous year (FY 2023: £0.6m).
|
·
|
Delivered free cash flow of £0.7m in
the Period (H1 2023: £1.8m) and operating cash conversion continued
to be very strong at 134% (H1 2023: 270%).
|
·
|
Further progress made in reducing net
debt. At Period end net debt was £9.0m, down 7% from £9.7m at 31
December 2023 and down 22% from 30 June 2023.
|
Operational Highlights
Consumer Legal Services
·
|
In Consumer Legal Services revenue
decreased by 17% to £11.4m in the Period, from £13.7m due to a 20%
reduction in revenues from the Personal Injury (PI) business,
whilst Residential Property grew by 6%.
|
·
|
Operating profit was £0.8m (H1 2023:
£1.1m), due to fewer PI enquiries being placed into panel firms and
a higher average enquiry acquisition cost largely as a result of
Google's significant organic search algorithm change.
|
·
|
Our residential search business,
Searches UK, traded well and grew operating profit by
£0.2m.
|
·
|
NAH generated 11,304 total enquiries
in the Period (H1 2023: 17,559).
|
·
|
NAH placed 3,072 new enquiries into
NAL in the Period. We estimate these will be worth £2.9m in
future revenues and cash by the time they mature (H1 2023: 4,555
enquiries worth an estimated £3.4m).
|
·
|
NAL performed well during the first
half, settling 1,911 claims in the Period, 10% more than last year
(H1 2023: 1,738). These settled claims generated £4.0m of cash for
NAL, 46% higher than last year (H1 2023: £2.7m).
|
·
|
At 30 June 2024, NAL was processing
9,033 ongoing claims, which was lower than the previous year (30
June 2023: 10,611 ongoing claims) due to fewer enquiries being
generated. We estimate our book of ongoing claims will
generate future revenues of £8.6m, future gross profits of £7.3m
and future cash of £12.8m.
|
·
|
In light of the challenging market
conditions, we have implemented certain cost saving measures in the
Period, these include £0.9m of annualised savings, primarily in the
NAH business, of which £0.4m will benefit FY24.
|
Critical Care
·
|
The Group's Critical Care business,
Bush & Co., had an exceptional six months, delivering 11%
revenue growth to £8.0m (H1 2023: £7.3m), with a strong performance
across all service lines.
|
·
|
Operating profit grew by 13% to £2.6m
(H1 2023: £2.3m).
|
·
|
Generated £2.1m of cash from
operations in the Period (H1 2023: £2.6m) and cash conversion was
strong at 82%.
|
·
|
Expert witness services had another
impressive half year with revenue growth of 18% versus last year.
Bush & Co. also continued to generate a strong pipeline of
future work and new instructions for expert witness reports
increased by 22% to 687 (H1 2023: 562).
|
·
|
In case management services, the
business delivered 261 initial needs assessment reports ("INAs") in
the Period, which was broadly in line with last year, and 238 new
instructions (H1 2023: 275). The business is also servicing 1,388
ongoing case management clients (H1 2023: 1,369) that generate
recurring revenue.
|
·
|
Bush & Co. Care Solutions grew
revenues by 34%.
|
·
|
Our continued focus on recruiting the
best talent meant we increased the number of expert witness
associates by 13% and case management associates by 9%.
|
Outlook
·
|
The Board remains confident in
delivering a full year outturn in line with market
expectations.
|
·
|
In Consumer Legal Services, trading
during Q3 to date in NAH was broadly in line with Q2. Cash from
settlements in NAL continued to grow, with £1.4m collected in July
and August compared to £1.0m in the equivalent period last
year.
|
·
|
In Critical Care, the number of
expert witness reports issued in July and August was 19% ahead of
the equivalent period last year. The number of INA reports issued
was broadly similar and we are pleased with the encouraging trading
delivered to date.
|
·
|
Cash generation has been strong in H2
to date, with net debt at 31 August 2024 reduced to £8.2m (30 June
2024: £9.0m).
|
·
|
We are currently negotiating terms
with a select number of highly engaged parties for the potential
sale of Bush & Co and hoping to conclude discussions before the
end of the year; potential strategic options and future strategy
for the remainder of the Group now being considered.
|
James Saralis, CEO of NAHL, commented:
"I
am pleased with the first half performance of the Group. Despite
the challenges presented by a volatile personal injury market, the
Group was profitable and cash generative and we made further
progress in reducing our net debt. In Critical Care, Bush & Co.
performed very strongly in the first six months delivering double
digit growth in revenue and profits. NAH faced a more difficult,
highly competitive market in the Period but we continue to take
steps to improve performance in this area and we expect to make
progress in the second half. As a result, the Board is confident in
delivering a full year outturn in line with market expectations and
I would like to take this opportunity to thank our fantastic team
for their continued hard work and commitment.
"The Board is encouraged that negotiations for the potential
sale of Bush & Co. are progressing well and it believes now is
the right time to consider the potential strategic options and
future strategy for the remainder of the Group. While this is at an
early stage the Board will keep shareholders updated with further
announcements as appropriate."
For
further information:
NAHL
Group PLC
James Saralis (CEO)
Chris Higham (CFO)
|
via
FTI Consulting
Tel: +44 (0) 20 3727 1000
|
Allenby Capital (AIM Nominated Adviser &
Broker)
Jeremy Porter/Liz Kirchner (Corporate
Finance)
Amrit Nahal/Stefano Aquilino (Sales
& Corporate Broking)
|
Tel: +44 (0) 20 3328 5656
|
FTI
Consulting (Financial PR)
Alex Beagley
Amy Goldup
|
Tel: +44 (0) 20 3727 1000
NAHL@fticonsulting.com
|
Notes to Editors
NAHL Group plc (AIM: NAH) is a leader
in the Consumer Legal Services market. The Group provides services
and products to individuals and businesses in the through its two
divisions:
· Consumer Legal
Services provides outsourced
marketing services to law firms through National Accident Helpline
and claims processing services to individuals through National
Accident Law, Law Together and Your Law. In addition, it also
provides property searches through Searches UK.
· Critical
Care provides a range of
specialist services in the catastrophic and serious injury market
to both claimants and defendants through Bush & Co.
More information is available
at www.nahlgroupplc.co.uk, www.national-accident-helpline.co.uk, www.national-accident-law.co.uk and www.bushco.co.uk.
Interim Management
Statement
I am pleased to report NAHL's
Interim Results for the six months ended 30 June 2024.
Overview
NAHL made good progress with its
strategic priorities in the first half of 2024. Performance
in the Group's fully integrated law firm, National Accident Law
(NAL), has continued to improve, driving growth in settlements and
cash generation. The Group's Critical Care business, Bush
& Co., had an exceptional six months, delivering double digit
growth in revenue and profits. However, as previously
outlined, the Group's Personal Injury lead generation business,
National Accident Helpline (NAH), faced a more challenging market
environment that was highly competitive in the Period. We continue
to take steps to improve results in this area and we anticipate
making progress in the second half.
The Board have also made good
progress in exploring the future structure and strategy for the
Group.
Group results
As previously guided, revenue for
the Period was £19.4m, 7% lower than last year (H1 2023:
£21.0m). The reduction was due to lower revenues in the
Group's Consumer Legal Services division, which has been addressing
challenges in lead generation and lower levels of panel placement
in its Personal Injury business. The Group's Critical Care
division grew revenues by 11%, with a strong performance across all
service lines.
Operating profit for the Period was
£1.8m, in line with last year (H1 2023: £1.8m). In Consumer
Legal Services, operating profit was £0.8m, which was lower than
last year (H1 2023: £1.1m) due to fewer Personal Injury enquiries
being placed into the panel and a higher average enquiry
acquisition cost. Operating profit in Critical Care grew by
13%, with particularly strong growth from the division's expert
witness service.
Profit attributable to members'
non-controlling interests in LLPs fell by a third to £0.9m (H1
2023: £1.4m), reflecting the continued run-off of the Group's first
joint venture LLP, Your Law. The Group's only remaining joint
venture LLP, Law Together, has continued to perform
well.
Borrowing costs on the Group's
revolving credit facility fell by 10% in the Period, reflecting the
reduction in borrowings as a result of the Group's continued strong
cash generation. In February 2024, the Group reduced the size
of its revolving credit facility from £20m to £15m and we aim to
continue reducing our net debt and borrowing costs.
Profit before tax increased to £0.5m
(H1 2023: £(0.0)m) and was almost as high as for the whole of the
previous year (FY 2023: £0.6m). After taxation of £0.2m (H1
2023: £0.0m) the Group returned a profit and total comprehensive
income for the Period of £0.3m, £0.4m higher than last
year.
The Group delivered free cash flow
of £0.7m in the Period (H1 2023: £1.8m) and operating cash
conversion continued to be very strong at 134% (H1 2023:
270%).
Due to this strong cash generation,
net debt at the half year was £9.0m, down 7% from £9.7m at 31
December 2023 and down 22% from 30 June 2023. In H2, net debt at 30
August 2024 reduced to £8.2m.
Consumer Legal Services
In our Consumer Legal Services
division, revenue decreased by 17% to £11.4m in the Period, from
£13.7m. This was due to a 20% reduction in revenues from the
Personal Injury businesses, whilst Residential Property grew by
6%.
Operating profit decreased by 25% to
£0.8m (H1 2023: £1.1m). Operating profit in Personal Injury
was £0.6m, which was £0.5m lower than last year (H1 2023: £1.1m).
This reduction was due to challenges in lead generation in NAH,
while NAL performed well in the Period. Residential Property
delivered growth in operating profit from approximately breakeven
in H1 2023, which included the contribution from Homeward Legal up
until its disposal in April 2023, to a profit of £0.2m in the
Period.
The division generated £1.5m of cash
from operations in the Period (H1 2023: £3.0m), and after deduction
of drawings paid to LLP partners both the Personal Injury (H1 2024:
£0.4m; H1 2023: £0.7m) and Residential Property (H1 2024: £0.2m; H1
2023: £0.2m) businesses were cash generative. Cash conversion
was179% (H1 2023: 274%), although this measure is before drawings
paid to LLP members.
Our strategy for growth in the
personal injury market remains unchanged and is to increase the
number of customer enquiries that we attract through our National
Accident Helpline brand and then process more of those enquiries
through our own integrated law firm, NAL. By doing this we are
creating a higher margin, sustainable business and we can fund our
growth through our agile and scalable placement model. This
is designed to balance the work we place with our panel of
third-party law firms and joint venture partners for in-year profit
and cash, with the work we process ourselves for greater, but
deferred profit and cash.
Market conditions made progress
difficult in the first half as the UK personal injury market
contracted further. According to statistics from the Claims
Compensation Recovery Unit of the Ministry of Justice and the
Official Injury Claim portal for small claims, the number of road
traffic accident ("RTA") claims in the preceding 12 months was 4%
lower by the end of the Period, and the number of employer's,
public and occupier liability claims ("non-RTA") fell by 5%.
It is, however, worth noting that since the end of the first half,
there was some improvement in the July figures for RTA
claims.
During the Period and as previously
reported, Google completed a significant organic search algorithm
change. Whilst NAH adapted well to the change and held its
search ranking position, several competitors responded by investing
heavily in paid search. This led to an extremely competitive
paid search environment which made lead acquisition
disproportionally expensive, and as a result NAH acquired fewer
enquiries and experienced significantly elevated enquiry
acquisition costs. The paid search environment remains
competitive albeit there have been some signs of
improvement.
In total, NAH generated 11,304
enquiries in the Period (H1 2023: 17,559). The mix of work
comprised 28% RTA (H1 2023: 25%), 43% non-RTA (H1 2023: 48%) and
29% specialist (H1 2023: 27%).
Of these enquiries, 3,072 were
passed to NAL for processing. Whilst this represented a
slightly higher proportion of the total than last year, the number
of enquiries was lower overall (H1 2023: 4,555) due to fewer total
enquiries being generated. As announced in our 2023 Final
Results, we continued to experience a reduction in panel demand in
the Period, which resulted in lower in-year profits and cash.
Excluding specialist claim types, 3,011 enquiries were placed into
the panel in the Period (H1 2023: 7,007). However, demand
from Law Together LLP, our joint venture law firm, remained strong
and we increased placement to 1,946 enquiries in the Period (H1
2023: 1,234 enquiries).
NAL performed well during the first
half. The 3,072 claims acquired cost £1.1m in marketing (H1
2023: £1.4m). Whilst many of these enquiries will not
translate into winning claims this financial year, they further
strengthen the embedded value of NAL's book of claims, which will
lead to future profits and cash. We estimate that these
enquiries will be worth £2.9m in future revenues and cash by the
time they mature (H1 2023: 4,555 enquiries worth an estimated
£3.4m).
NAL settled 1,911 claims in the
Period, which was 10% more than last year (H1 2023: 1,738).
Our teams continue to deliver improvements in performance, reducing
processing timescales and increasing productivity. These
settled claims generated £4.0m of cash for NAL, which was 46%
higher than last year (H1 2023: £2.7m).
At 30 June 2024, NAL was processing
9,033 ongoing claims (30 June 2023: 10,611 ongoing claims).
These claims represent an embedded value to the business, being the
future profits and cash to be generated by processing them through
to settlement. We estimate that after expensing the marketing
costs to generate these claims and the processing costs to date,
our book of ongoing claims will generate future revenues of £8.6m,
future gross profits of £7.3m and future cash of £12.8m.
In light of the challenging market
conditions which have impacted the revenues generated by the
Personal Injury business, we have implemented certain cost saving
measures in the Period. This includes £0.9m of annualised
savings of which £0.4m will benefit FY24 (net of implementation
costs). These savings are primarily in the NAH business and we
continue to explore further cost saving opportunities that will
lead to further operating efficiencies.
Critical Care
Our Critical Care division has
continued to trade well. Revenues increased by 11% in the
Period to £8.0m (H1 2023: £7.3m), of which around 46% was
recurring. Operating profit increased by 13% to £2.6m (H1
2023: £2.3m) and operating profit margins increased from 31.2% last
year to 31.8% (FY 2023: 30.0%). The business generated £2.1m
of cash from operations in the Period (H1 2023: £2.6m).
Expert witness services had another
strong half year with revenue growth of 18% versus last year.
The number of expert witness reports completed and issued to
customers increased by 10% to 636 (H1 2023: 580 reports).
Bush & Co. continued to generate a strong pipeline of future
work and new instructions for expert witness reports increased by
22% to 687 instructions (H1 2023: 562 instructions).
In case management services,
revenues were 5% higher than last year. The business
delivered 261 initial needs assessment reports ("INAs") in the
Period, which was broadly in line with last year, and 238 new
instructions (H1 2023: 275). The business is also servicing
1,388 ongoing case management clients (H1 2023: 1,369) that
generate recurring revenue.
Bush & Co. Care Solutions also
delivered another impressive performance, growing revenues by
34%. This service provides a range of support solutions for
clients who directly employ support workers or care nurses and it
has grown consistently since its launch in 2021. The number of
ongoing care packages, which result in monthly recurring income,
increased from 14 at 30 June 2023 to 28 at the end of the
Period.
Last year, the business made a
strategic investment in its recruitment processes which resulted in
a significant growth in the number of associates that choose to
work with us, and I am pleased to report that this benefit has
carried forward into the first half of 2024. In the Period,
we increased the number of expert witness associates by 13% and
case management associates by 9%. We also added three new
employed case managers to the team. We will maintain our
focus on attracting talented healthcare professionals to support
our growth in the second half.
Our people
We employed 282 people at 30 June
2024 which was broadly in line with the end of 2023 (December 2023:
280).
Our focus on making NAHL a great
place to work was recognised in July with our best ever results in
our annual staff engagement survey, which returned an overall
engagement score of 82% (2023: 81%). This was significantly
higher than Gallup's UK average of 10%, and the 70% average across
their best-practice organisations.
Update on potential sale of Bush
& Co and Group strategy
As announced in April 2024, the
Board is continuing to explore a potential sale of Bush & Co.
Whilst there can be no certainty that a sale will occur, the Board
has experienced strong levels of interest from a wide variety of
potential buyers and is currently negotiating terms with a select
number of highly engaged parties. The Board hopes to conclude these
discussions before the end of the year and will update shareholders
as appropriate.
In light of these negotiations, the
Board is now considering the potential strategic options and future
strategy for the remainder of the Group should a disposal of Bush
& Co proceed. With support from its advisers, the Board
will explore all the options available to the Company to maximise
value from the Consumer Legal Services division, including, without
limitation, the medium to long term strategy to scale NAL and an
evaluation of assets, structure and market outlook. This review is
at an early stage and further announcements will be made as
appropriate.
Summary and outlook
In summary, the results for the
first half of the year were in line with the Board's revised
expectations. Despite the challenges caused by a volatile
personal injury market, the Group was profitable and cash
generative in the Period. Our Critical Care business, Bush
& Co., traded particularly well and delivered double digit
growth in revenue and profit.
In Consumer Legal Services, trading
during Q3 to date in NAH has been broadly in line with Q2 albeit
the average acquisition cost in July and August was marginally
lower than in the previous quarter. Cash from settlements in
NAL continued to grow, with £1.4m collected in July and August
compared to £1.0m in the equivalent period last
year.
In Critical Care, the number of
expert witness reports issued in July and August was 19% ahead of
the equivalent period last year. The number of INA reports
issued was broadly flat. Instruction levels and engagement
with our customers remains high and we are pleased with the strong
trading delivered to date.
Cash generation has been strong in
H2 to date with net debt at 31 August 2024 reduced to £8.2m (30
June 2024: £9.0m).
Based on these results, the Board
remains confident in delivering a full year outturn for the Group
in line with market expectations.
James Saralis
Chief Executive Officer
1. Free cash flow is
defined as net cash generated from operating activities less net
cash used in investing activities less payments made to partner LLP
members and less principal element of lease payments. This measure
provides management with an indication of the amount of cash
available for discretionary investing or financing after removing
material non-recurring expenditure that does not reflect the
underlying trading operations.
|
|
Unaudited
6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30
June
2023
|
Audited 12
months
ended
31
December 2023
|
Statutory measure - net cash generated from operating
activities
|
|
1.9
|
4.2
|
7.5
|
Net
cash used in investing activities (excluding disposal of
subsidiary)
|
|
(0.1)
|
(0.1)
|
(0.3)
|
Principal elements of lease
payments
|
|
(0.2)
|
(0.2)
|
(0.3)
|
Drawings paid to LLP
members
|
|
(0.9)
|
(2.1)
|
(3.3)
|
Net
cash used in financing activities (before
borrowings)
|
|
(1.1)
|
(2.3)
|
(3.6)
|
Free Cash Flow
|
|
0.7
|
1.8
|
3.6
|
2. Operating cash
conversion is calculated as cash generated from operations divided
by operating profit. This measure allows management to monitor the
conversion of underlying operating profit into operating
cash.
|
|
Unaudited
6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30
June
2023
|
Audited 12
months
ended
31
December 2023
|
Statutory measure - cash generation from
operations
|
|
2.4
|
4.9
|
8.9
|
Statutory measure - operating profit
|
|
1.8
|
1.8
|
4.1
|
Operating cash conversion
|
|
134.0%
|
269.6%
|
216.7%
|
3. Net debt is defined
as cash and cash equivalents less interest-bearing
borrowings:
|
|
Unaudited
6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30
June
2023
|
Audited 12
months
ended
31
December 2023
|
Cash and cash equivalents
|
|
2.2
|
2.4
|
2.0
|
Interest bearing borrowings
|
|
(11.2)
|
(13.9)
|
(11.7)
|
Net
debt
|
|
(9.0)
|
(11.5)
|
(9.7)
|
Consolidated statement of
comprehensive income
for the 6 months ended 30 June
2024
|
Note
|
Unaudited
6 months
ended 30
June 2024
£000
|
Unaudited
6
months
ended
30
June 2023
£000
|
Audited
12
months
ended
31
December
2023
£000
|
|
|
|
|
|
Revenue
|
2
|
19,394
|
20,951
|
42,193
|
Cost of sales
|
|
(10,284)
|
(12,021)
|
(23,480)
|
Gross profit
|
|
9,110
|
8,930
|
18,713
|
Administrative expenses
|
|
(7,295)
|
(7,110)
|
(14,595)
|
Operating Profit
|
|
1,815
|
1,820
|
4,118
|
|
|
|
|
|
Profit attributable to members'
non-controlling interests in LLPs
|
|
(916)
|
(1,360)
|
(2,506)
|
Financial income
|
|
107
|
57
|
158
|
Financial expense
|
3
|
(505)
|
(560)
|
(1,121)
|
Profit/(Loss) before tax
|
|
501
|
(43)
|
649
|
Taxation
|
4
|
(168)
|
(45)
|
(265)
|
Profit/(Loss) and total comprehensive income for the
period
|
|
333
|
(88)
|
384
|
|
|
|
|
|
Profit/(Loss) from discontinued operations for the
period
|
10
|
-
|
(49)
|
(49)
|
Profit/(Loss) from continuing operations for the
period
|
|
333
|
(39)
|
433
|
|
|
|
|
|
Earnings per share (p) - Continuing
operations
|
|
Unaudited
6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30
June
2023
|
Audited 12
months
ended
31
December 2023
|
Basic earnings per share
|
7
|
0.7
|
(0.1)
|
0.9
|
Diluted earnings per
share
|
7
|
0.7
|
(0.1)
|
0.9
|
Earnings per share (p) - Discontinued
operations
|
|
Unaudited
6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30
June
2023
|
Audited 12
months
ended
31
December 2023
|
Basic earnings per share
|
7
|
-
|
(0.1)
|
(0.1)
|
Diluted earnings per
share
|
7
|
-
|
(0.1)
|
(0.1)
|
Notes to the financial
statements
1.
Accounting policies
General Information
The half year results for the
current and comparative period to 30 June have not been audited or
reviewed by auditors pursuant to the Auditing Practices Board
guidance of Review of Interim Financial Information.
These half year results do not
comprise statutory accounts within the meaning of Section 434 of
the Companies Act 2006. Statutory accounts for the year ended 31
December 2023 were approved by the Board of Directors on 1 May 2024
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 Section 498 of the Companies Act 2006.
In preparing the half year results,
the Board has considered the Group's ability to continue as a going
concern. This assessment included a review of management's
financial forecasts, covering a range of potential scenarios. The
going concern assessment focuses on two key areas being the ability
of the Group to meet its debts as they fall due and being able to
operate within its banking facility. The Group has access to a
£15.0m revolving credit facility ('RCF') with its bankers. In all
of the scenarios the Group has modelled it would have sufficient
liquidity within its current RCF to meet its liabilities as they
fall due and would not need to access additional
funding.
The condensed set of financial
statements was approved by the Board of Directors on 23 September
2024.
Basis of preparation
Profit or loss and other
comprehensive income of subsidiaries acquired or disposed of during
the year are recognised from the effective date of acquisition, or
up to the effective date of disposal, as applicable.
Statement of compliance
The half year results for the
current and comparative period to 30 June have been prepared in
accordance with IAS 34 Interim Financial Reporting applied in
conformity with the requirements of the Companies Act 2006 and the
AIM Rules of UK companies. They do not include all of the
information required for full annual financial statements and
should be read in conjunction with the financial statements of the
Group for the year ended 31 December 2023, which have been prepared
in accordance with International Financial Reporting Standards
("IFRS") in conformity with the requirements of the Companies Act
2006.
New
and amended standards adopted by the Group
The following new or amended
standards are applicable to the Group for the current reporting
period:
Amendments to IAS 1 - Classification
of Liabilities as Current or Non-current
Amendments to IAS 1 - Non-current Liabilities with
Covenants
Amendments to IFRS 16 - Lease
Liability in a Sale and Leaseback
Amendments to IAS 7 and IFRS 7 -
Supplier Finance Arrangements
None of the amendments above have
had a material effect on the amounts reported or disclosures
included in the 2024 interim financial statements.
Use
of judgements and estimates
The preparation of financial
statements in conformity with IFRS requires management to make
judgements and estimates that affect the application of accounting
policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the year
in which the estimates are revised and in any future years
affected.
In preparing the condensed set of
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were of the same type as those that applied
to the financial statements for the year ended 31 December
2023.
Significant accounting policies
The accounting policies used in the
preparation of these interim financial statements for the 6 months
ended 30 June 2024 are the accounting policies as applied to the
Group's financial statements for the year ended 31 December
2023.
Financial assets and liabilities
The Group's principal financial
instruments comprise cash and cash equivalents, trade and other
receivables, trade and other payables
and interest-bearing
borrowings.
Trade and other receivables
Trade and other receivables are
recognised initially at fair value. Subsequent to initial
recognition, trade and other receivables are stated at amortised
cost using the effective interest method, less any impairment
losses calculated in line with IFRS 9.
Trade and other payables
Trade and other payables are
recognised initially at fair value. Subsequent to initial
recognition, trade and other payables are stated at
amortised cost using the effective
interest method.
Cash and cash equivalents
Cash and cash equivalents comprise
cash balances. Cash and cash equivalents are repayable on demand
and are recognised at their
carrying amount.
Interest-bearing borrowings
Interest-bearing borrowings are
recognised initially at fair value less attributable transaction
costs. Subsequent to initial recognition,
interest-bearing borrowings are
stated at amortised cost using the effective interest method, less
any impairment losses.
Recoverable disbursements and disbursements
payable
Disbursement payables represent the
balance of disbursements incurred in the processing of personal
injury claims. These disbursements will ultimately be billed on
settlement of a case or recovered from insurance if a case should
fail and so the recoverable disbursements represents the value of
disbursements still to be billed. Disbursement payables and
receivables are recognised initially at fair value and subsequent
to initial recognition, are stated at amortised cost using the
effective interest method.
Member capital and current accounts
Member capital and current accounts
represent the balances owed to non-controlling members' in the
LLPs. These consist of any capital advances and unpaid allocated
profits as at the period end. Members capital and current accounts
are classified as financial liabilities and are recognised
initially at fair value. Subsequent to initial recognition, members
capital and current accounts are stated at amortised cost using the
effective interest method.
2.
Operating segments
Geographic information
All revenue and assets of the Group
are based in the UK.
Operating
segments
The activities of the Group are
managed by the Board, which is deemed to be the Chief Operating
Decision Maker (CODM). The CODM has identified the following
segments for the purpose of performance assessment and resource
allocation decisions. These segments are split along product lines
and are consistent with the prior year.
Consumer Legal Services - Revenue
derived from two divisions being Personal Injury and Residential
Property. Within Personal Injury, revenue is generated from
a) Marketing services - revenue from the provision of
marketing activities to generate enquiries which are panelled to
our panel law firms, based on a cost plus margin model; b)
Product Provision - consisting of commissions received from product
providers for the sale of additional products by them to the panel
law firms; c) Service provision (legal services) - in the case of
our ABS law firms and self- processing operation, National Accident
Law, revenue receivable from clients for the provision of legal
services. Within Residential Property, revenue is generated from:
a) Marketing services - up until April 2023, Homeward Legal
provided marketing services to generate residential conveyancing
and survey enquiries for solicitors and surveyors. This revenue
line ceased from April 2023; b) Expert Reports - Searches UK
provides search reports.
Critical Care - Revenue from the
provision of expert witness reports and case management support
within the medico-legal framework for multi-track cases.
Shared Services - Costs that are
incurred in managing Group activities or not specifically related
to a product.
Other items - Other items represent
share-based payment charges and amortisation charges on intangible
assets recognised as part of business combinations.
|
Consumer
Legal
Services
£000
|
Critical
Care
£000
|
Shared
services
£000
|
Other items
£000
|
Eliminations2
£000
|
Total
£000
|
6
months ended 30 June 2024
|
|
|
|
|
|
|
Revenue
|
11,368
|
8,026
|
-
|
-
|
-
|
19,394
|
Depreciation and
amortisation
|
(110)
|
(76)
|
(171)
|
(413)
|
-
|
(770)
|
Operating profit/(loss)
|
830
|
2,551
|
(894)
|
(672)
|
-
|
1,815
|
Profit attributable to members'
non-controlling interests in LLPs
|
(916)
|
-
|
-
|
-
|
-
|
(916)
|
Financial income
|
99
|
-
|
8
|
-
|
-
|
107
|
Financial expenses
|
-
|
-
|
(505)
|
-
|
-
|
(505)
|
(Loss)/profit before tax
|
13
|
2,551
|
(1,391)
|
(672)
|
-
|
501
|
Trade receivables
|
2,344
|
6,394
|
-
|
-
|
-
|
8,738
|
Total assets1
|
25,333
|
7,830
|
75,699
|
-
|
(17,506)
|
91,356
|
Segment
liabilities1
|
(16,639)
|
(1,602)
|
(2,862)
|
-
|
-
|
(21,103)
|
Capital expenditure (including
intangibles)
|
(20)
|
(51)
|
-
|
-
|
-
|
(71)
|
|
|
|
|
|
|
|
6
months ended 30 June 2023
|
|
|
|
|
|
|
Revenue
|
13,688
|
7,263
|
-
|
-
|
-
|
20,951
|
Depreciation and
amortisation
|
(127)
|
(82)
|
(177)
|
(413)
|
-
|
(799)
|
Operating profit/(loss)
|
1,099
|
2,266
|
(924)
|
(621)
|
-
|
1,820
|
Profit attributable to members'
non-controlling interests in LLPs
|
(1,360)
|
-
|
-
|
-
|
-
|
(1,360)
|
Financial income
|
52
|
-
|
5
|
-
|
-
|
57
|
Financial expenses
|
-
|
(1)
|
(559)
|
-
|
-
|
(560)
|
Profit/(loss) before tax
|
(209)
|
2,265
|
(1,478)
|
(621)
|
-
|
(43)
|
Trade receivables
|
2,840
|
5,617
|
-
|
-
|
-
|
8,457
|
Total assets1
|
27,086
|
6,874
|
76,882
|
-
|
(17,506)
|
93,336
|
Segment
liabilities1
|
(16,912)
|
(1,564)
|
(3,021)
|
-
|
-
|
(21,497)
|
Capital expenditure (including
intangibles)
|
(36)
|
(116)
|
-
|
-
|
-
|
(152)
|
12
months ended 31 December 2023
|
|
|
|
|
|
|
Revenue
|
27,582
|
14,611
|
-
|
-
|
-
|
42,193
|
Depreciation and
amortisation
|
(251)
|
(154)
|
(348)
|
(826)
|
-
|
(1,579)
|
Operating profit/(loss)
|
2,805
|
4,421
|
(1,924)
|
(1,184)
|
-
|
4,118
|
Profit attributable to
non-controlling interest members in LLPs
|
(2,506)
|
-
|
-
|
-
|
-
|
(2,506)
|
Financial income
|
145
|
-
|
13
|
-
|
-
|
158
|
Financial expenses
|
-
|
(1)
|
(1,120)
|
-
|
-
|
(1,121)
|
Profit/(loss) before tax
|
444
|
4,420
|
(3,031)
|
(1,184)
|
-
|
649
|
Trade receivables
|
2,446
|
5,728
|
-
|
-
|
-
|
8,174
|
Total assets1
|
25,935
|
7,262
|
76,223
|
-
|
(17,506)
|
91,914
|
Segment
liabilities1
|
(17,021)
|
(1,479)
|
(3,160)
|
-
|
-
|
(21,660)
|
Capital expenditure (including
intangibles)
|
(77)
|
(232)
|
-
|
-
|
-
|
(309)
|
1.
Shared services and Other items do not form part of the operating
segments of the Group. They include expenses incurred that cannot
be attributable to an operating segment.
2.
Eliminations represents the difference between the cost of
subsidiary investments included in the total assets figure for each
segment and the value of goodwill arising on
consolidation.
3.
Total assets and segment liabilities exclude intercompany loan
balances as these are not included in the segment results reviewed
by the chief operating decision maker. Segment liabilities comprise
trade and other payables (June 2024: £15,818,000, June 2023:
£15,896,000, Dec 2023: £16,246,000), current lease liabilities
(June 2024: £248,000, June 2023: £238,000, Dec 2023: £244,000),
non-current lease liabilities (June 2024: £1,352,000, June 2023:
£1,600,000, Dec 2023: £1,478,000) and member capital accounts (June
2024: £3,685,000, June 2023: £3,763,000, Dec 2023:
£3,692,000).
3.
Financial expense
|
Unaudited 6 months ended 30
June 2024
£000
|
Unaudited
6 months ended 30 June 2023
£000
|
Audited 12
months ended 31 December 2023
£000
|
Interest on bank loans
|
454
|
520
|
1,043
|
Amortisation of facility arrangement
fees
|
29
|
15
|
31
|
Interest on lease
liabilities
|
22
|
25
|
47
|
Total
|
505
|
560
|
1,121
|
Interest on bank loans consists of
interest incurred in respect of a revolving credit facility of £15m
which is due to terminate on 31 December 2025. Interest is payable
at 2.25% above SONIA per annum. There have been no changes to the
terms of the revolving credit facility agreement since the year
ended 31 December 2023 and details of the amounts outstanding in
respect of this facility are given in Note 9.
4.
Taxation
|
Unaudited 6 months ended 30
June 2024
£000
|
Unaudited
6 months
ended 30
June 2023
£000
|
Audited 12
months ended 31 December 2023
£000
|
Current tax expense
|
|
|
|
Current tax on income for the
year
|
275
|
148
|
462
|
Adjustments in respect of prior
years
|
-
|
-
|
(14)
|
Total current tax
|
275
|
148
|
448
|
|
|
|
|
Deferred tax credit
|
|
|
|
Origination and reversal of timing
differences
|
(107)
|
(103)
|
(183)
|
Total deferred tax
|
(107)
|
(103)
|
(183)
|
Total expense in statement of
comprehensive income
|
168
|
45
|
265
|
Total tax charge
|
168
|
45
|
265
|
Reconciliation of effective tax
rate:
|
Unaudited 6 months ended 30
June 2024
£000
|
Unaudited
6 months
ended 30
June 2023
£000
|
Audited 12
months ended 31 December 2023
£000
|
Profit/(Loss) for the
period
|
333
|
(88)
|
384
|
Total tax expense
|
168
|
45
|
265
|
Profit/(Loss) before
taxation
|
501
|
(43)
|
649
|
|
|
|
|
Tax using the UK corporation tax rate of 25.0% (June 2023:
19.0%/25.0%, December 2023:19.0%/25.0%)
|
125
|
10
|
161
|
Non-deductible expenses
|
62
|
35
|
154
|
Adjustments in respect of prior
years
|
-
|
-
|
(14)
|
Share scheme deductions
|
(19)
|
-
|
(56)
|
|
|
|
|
De-recognition of deferred tax
assets
|
-
|
-
|
20
|
Total tax charge
|
168
|
45
|
265
|
The Group's tax charge of £168,000
(June 2023: £45,000, December 2023: £265,000) represents an
effective tax rate of 33.4% (June 2023: 104.7%, December 2023:
40.9%). The effective tax rate is higher than the standard
corporation tax rate of 25.0% for the reasons as set out
above.
5. Trade and
other receivables
|
Unaudited 6 months ended 30
June 2024
£000
|
Unaudited
6 months
ended 30
June 2023
£000
|
Audited 12
months ended 31 December 2023
£000
|
Trade receivables: receivable in
less than one year
|
7,272
|
7,138
|
6,546
|
Trade receivables: receivable in
more than one year
|
1,466
|
1,319
|
1,628
|
Accrued income: receivable in less
than one year
|
10,076
|
9,925
|
8,706
|
Accrued income: receivable in more
than one year
|
1,185
|
3,855
|
3,684
|
Other receivables
|
87
|
103
|
134
|
Prepayments
|
769
|
781
|
798
|
Recoverable disbursements
|
9,568
|
7,769
|
9,030
|
Total
|
30,423
|
30,890
|
30,526
|
A provision against trade receivables
and accrued income of £470,000 (June 2023: £464,000, December 2023:
£502,000) is included in the figures above.
Trade receivables and accrued income
receivable in greater than one year are classified as current
assets as the Group's working capital cycle is considered to be up
to 36 months as extended credit terms are offered as part of some
commercial agreements.
6.
Trade and other payables
|
Unaudited
6 months ended
30
June 2024
£000
|
Unaudited
6
months
ended
30
June
2023
£000
|
Audited 12
months ended 31 December 2023
£000
|
Trade payables
|
1,985
|
1,662
|
1,723
|
Disbursements payable
|
6,554
|
5,813
|
6,559
|
Other taxation and social
security
|
1,243
|
1,763
|
1,376
|
Other payables, accruals and
deferred revenue
|
5,752
|
6,201
|
6,131
|
Customer deposits
|
284
|
457
|
457
|
Total
|
15,818
|
15,896
|
16,246
|
7.
Earnings per share
The calculation of basic earnings
per share at 30 June 2024 is based on a profit attributable to
ordinary shareholders of the parent company of £333,000 (June 2023:
loss of £88,000, December 2023: profit of £384,000) and a weighted
average number of Ordinary Shares outstanding of 47,047,306 (June
2023: 46,450,977, December 2023: 46,674,661).
(Loss)/profit attributable to
ordinary shareholders
|
Unaudited
6 months ended 30 June
2024
£000
|
Unaudited
6 months
ended 30 June 2023
£000
|
Audited
12 months
ended
31
December 2023
£000
|
Profit/(Loss) for the period from continuing
operations
|
333
|
(39)
|
433
|
Profit/(Loss) for the period from discontinued
operations
|
-
|
(49)
|
(49)
|
Profit/(Loss) for the period attributable to the
shareholders
|
333
|
(88)
|
384
|
Weighted average number of
Ordinary Shares
Number
|
|
Unaudited 6 months
ended
30 June
2024
|
Unaudited
6 months ended 30 June 2023
|
Audited
12
months
ended
31
December 2023
|
Issued Ordinary Shares at start of
period
|
|
46,894,697
|
46,325,222
|
46,325,222
|
Weighted average number of Ordinary Shares at end of
period
|
|
47,047,306
|
46,450,977
|
46,674,661
|
Basic earnings per share
(p)
|
Unaudited 6 months ended 30
June 2024
|
Unaudited
6 months ended 30 June 2023
|
Audited
12
months ended
31
December 2023
|
Group (p) - continuing operations
|
0.7
|
(0.1)
|
0.9
|
Group (p) - discontinued operations
|
-
|
(0.1)
|
(0.1)
|
Group (p) - total
|
0.7
|
(0.2)
|
0.8
|
The Company operates share-based
payment schemes to reward employees. As at 30 June 2024 and
31 December 2023 , there were potentially dilutive shares options
under the Group's share option schemes. The total number of options
available for these schemes included in the diluted earnings per
share calculation as at 30 June 2024 was 2,014,070 and as at 31
December 2023 was 2,672,4761. There are no other diluting items. As
at 30 June 2023, in line with IAS 33, as the Group had a negative
earnings per share, it is assumed there are no dilutive
shares.
Diluted earnings per share
(p)
|
Unaudited 6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30
June 2023
|
Audited
12
months
ended
31
December 2023
|
Group (p) - continuing operations
|
0.7
|
(0.1)
|
0.9
|
8.
Dividends
No dividends were paid in 2023 and
the Directors have recommended an interim dividend in respect of
2024 of nil p (2023: interim dividend of nil p).
9.
Changes in liabilities arising from financing
activities
Net debt comprises cash and cash
equivalents and secured bank loans. Secured bank loans consist of a
revolving credit facility of £15m which is due to terminate on 31
December 2025. Repayments are made periodically depending on the
level of free cash flow generated by the Group. Interest is payable
at 2.25% above SONIA per annum. There have been no changes to the
terms of the revolving credit facility agreement since the year
ended 31 December 2023.
Set out below is a reconciliation of
movements in interest-bearing loans and borrowings arising from
financing activities:
|
Unaudited
as at 30
June 2024
£000
|
Unaudited
as at
30
June
2023
£000
|
Audited
as at 31
December 2023
£000
|
Net decrease from repayment of debt
and debt financing
|
565
|
2,000
|
4,250
|
Movement in net borrowings resulting from cash
flows
|
565
|
2,000
|
4,250
|
Non-cash movements - net release of
prepaid loan arrangement fees
|
(29)
|
(15)
|
(30)
|
interest -bearing loans and
borrowings at beginning of period
|
(11,719)
|
(15,939)
|
(15,939)
|
Interest-bearing loans and borrowings at end of
period
|
(11,183)
|
(13,954)
|
(11,719)
|
Set out below is a reconciliation of
movements in lease liabilities during the period:
|
Unaudited
as at 30
June 2024
£000
|
Unaudited
as at
30
June
2023
£000
|
Audited
as at 31
December 2023
£000
|
Net outflow from decrease in lease
liabilities
|
144
|
174
|
312
|
Movement in net borrowings resulting from cash
flows
|
144
|
174
|
312
|
Non-cash movements arising from
initial recognition of new
lease liabilities, revisions
and interest charges
|
(22)
|
(25)
|
(47)
|
Lease liabilities at beginning of
the period
|
(1,722)
|
(1,987)
|
(1,987)
|
Lease liabilities at end of period
|
(1,600)
|
(1,838)
|
(1,722)
|
Set out below is a reconciliation of
movements in member capital during the period:
|
Unaudited
as at 30
June 2024
£000
|
Unaudited
as at
30
June
2023
£000
|
Audited
as at 31
December 2023
£000
|
Movement in member capital
liabilities resulting from cash flows
|
923
|
2,084
|
3,301
|
Non-cash movement: allocations of
profits for the year
|
(916)
|
(1,360)
|
(2,506)
|
Member capital liabilities at
beginning of period
|
(3,692)
|
(4,487)
|
(4,487)
|
Member capital liabilities at end of period
|
(3,685)
|
(3,763)
|
(3,692)
|
10.
Discontinued Operations
On 25 April 2023, the Group announced
the sale of its wholly owned subsidiary Homeward Legal
Limited. Homeward Legal utilises online
marketing to target homebuyers and sellers in England and Wales to
generate leads and instructions which it then passes to panel law
firms and surveyors in the conveyancing sector for a fixed
cost. The subsidiary is considered to be non-core to the
Group's principal operations.
Consideration for the sale was
finalised at £117,000 which was equivalent to the net asset value
of Homeward Legal at the date of sale. The Group incurred legal and
consultancy costs amounting to £55,000 in respect of the sale. The
consideration is payable in two annual instalments and
additionally, the Group is entitled to receive contingent
consideration in each of the two years following completion,
contingent upon Homeward Legal achieving certain performance
milestones. The contingent consideration will be based on a share
of profits and trade debtors recovered above certain amounts. The
Board believes that the contingent consideration will not be
material and has estimated the fair value as nil.
At the date of disposal, the carrying
amounts of Homeward Legal's net assets were as follows:
|
£000
|
Property, plant and
equipment
|
-
|
Deferred tax asset
|
1
|
Trade and other
receivables
|
255
|
Cash and cash equivalents
|
30
|
Total assets
|
286
|
Trade and other creditors
|
(169)
|
Total liabilities
|
(169)
|
Net
assets
|
117
|
The gain on disposal is calculated
as:
|
£000
|
Consideration received or
receivable:
|
|
Cash
|
117
|
Fair value of contingent
consideration
|
-
|
Total disposal consideration
|
117
|
Carrying amount of net assets sold
|
(117)
|
Gain on sale before income tax
|
-
|
Income tax expense on
gain
|
-
|
Gain on sale after income tax
|
-
|
The results of these discontinued
operations were included in the 2023 interim and final results up
to the date of disposal, and are presented as follows:
Consolidated statement of
comprehensive income:
|
Unaudited
as at 30
June 2024
£000
|
Unaudited
as at
30
June
2023
£000
|
Audited
as at 31
December 2023
£000
|
Revenue
|
-
|
269
|
269
|
Expenses
|
-
|
(318)
|
(318)
|
(Loss)/profit before taxation
|
-
|
(49)
|
(49)
|
Taxation
|
-
|
-
|
-
|
(Loss)/profit after taxation attributable to owners of the
parent company
|
-
|
(49)
|
(49)
|
Consolidated cash flow
statement:
|
Unaudited
as at 30
June 2024
£000
|
Unaudited
as at
30
June
2023
£000
|
Audited
as at 31
December 2023
£000
|
Cash flows from operating
activities
|
-
|
23
|
23
|
Cash flows from investing
activities
|
-
|
-
|
-
|
Cash flows from financing
activities
|
-
|
-
|
-
|
Net
cash inflow
|
-
|
23
|
23
|