Earnings Release • Mar 28, 2017
Earnings Release
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RNS Number : 6798A
Mortgage Advice Bureau(Holdings)PLC
28 March 2017
MORTGAGE ADVICE BUREAU (HOLDINGS) PLC
28 March 2017
Final Results for the year ended 31 December 2016
Mortgage Advice Bureau (Holdings) PLC is pleased to announce its final results for the year ended 31 December 2016.
This announcement contains inside information.
Financial highlights
· Revenue up 23% to £92.8m (2015: £75.5m)
· Gross margin broadly maintained at 23.9% (2015: 24.2%)
· Profit before exceptional gain1 and tax up 20% to £12.5m (2015: £10.4m)
· Profit margin before exceptional gain1 and tax of 13.5% (2015:13.8%)
· Eighth consecutive year of strong revenue and profit growth
· High operating profit to cash conversion2 of 128% (2015: 112%)
· EPS before exceptional gain1 of 20.3p up 18% (2015: 17.2p)
· Proposed final dividend of 10.5p making a total dividend (excluding special dividends) of 18.3p, up 27%, for 2016 (payout ratio of 90%)
· Paid special dividends of 5.35p following the sale of stake in Capital Private Finance Limited for £2.7m
· Strong financial position with significant surplus on regulatory capital
· Total cash balances of £18.7m (2015: £14.0m)
· Unrestricted cash balances of £10.8m (2015: £8.2m)
Operational highlights
· Adviser numbers up 20% to 950 at 31 December 2016 (2015: 790); with further growth since the year end of 26 to 976 at 24 March 2017
· Average number of Advisers in 2016 up 23% to 888 (2015: 720)
· Four strategic investments completed: Freedom 365, Vita, Clear and Australian joint venture
· Demonstrating continued operational leverage: overheads ratio reduced to 11.1% (2015: 11.6%)
| 2016 | 2015 | Change | ||
| Revenue | £92.8m | £75.5m | +23% | |
| Gross profit | £22.1m | £18.3m | +21% | |
| Gross profit margin | 23.9% | 24.2% | ||
| Profit before tax | £15.2m | £10.4m | +46% | |
| Profit before exceptional gain1 and tax | £12.5m | £10.4m | +20% | |
| Profit margin before exceptional gain1 and tax | 13.5% | 13.8% | ||
| EPS before exceptional gain1 | 20.3p | 17.2p | +18% | |
| Basic EPS | 25.6p | 17.2p | +49% | |
| Proposed final dividend per share | 10.5p | 9.5p | +11% | |
| Proposed total dividends per share | 18.3p | 14.4p | +27% | |
| Adjusted operating profit to cash conversion2 | 128% | 112% |
1 £2.7m profit on disposal of 49% stake in Capital Private Finance Limited
2 Cash flow from operating activities adjusted for non-trading items including loans to Appointed Representative firms ("ARs"), loans to associates and other non-trade receivables as a % of operating profit. This is now calculated using cash flow before income taxes paid as a fairer representation of cash conversion as % of operating profit. Excluding increases in restricted cash balances of £2.1m, cash conversion for the year ended 31 December 2016 would have been 111% (2015: 95%).
Peter Brodnicki, Chief Executive commented:
"I am delighted to report that MAB has yet again delivered an excellent set of results, with our eighth consecutive year of strong revenue and profit growth, despite the obvious headwinds in 2016. Revenue was up 23% to £92.8m with MAB's overall share of UK new mortgage lending increasing by 14% to 4.1%.
"We continue to enjoy a strong financial position following the four strategic investments we made in 2016, which are a key part of our strategy to maintain year on year market share growth and further strengthen MAB's overall market position."
Current Trading and Outlook
Adviser numbers have continued to grow since the year end with the Group reporting 976 Advisers at 24 March 2017, and we remain confident about our planned growth in adviser numbers in 2017 and 2018, both organically and from new ARs.
We believe continued specialisation, whether applied to lead generation, customer acquisition, the advice process or the expertise provided by the MAB team, will deliver better customer outcomes and enhanced business performance. The technology-focused businesses in which we have recently invested bring significant additional expertise in protection, telephone sales, lead generation and conveyancing. These investments extend our distribution and will be a key factor in increasing income opportunities for our AR partners, as we support them in adapting their business models to consumers' changing requirements.
The Council of Mortgage Lenders ("CML") recently published revised estimates for gross mortgage lending for 2016 and 2017 of £246bn and £248bn respectively, as well as publishing its first estimate for 2018 of £252bn. Regardless of the CML's prediction that gross mortgage lending growth will be relatively flat in 2017 and 2018, we are confident that with our strategy driven by our customer's future direction of travel, we can continue to grow our market share year on year and deliver attractive returns to investors.
For further information please contact:
| Mortgage Advice Bureau (Holdings) plc +44 (0)1332 525007 |
| Peter Brodnicki, Chief Executive Officer |
| David Preece, Chief Operating Officer |
| Lucy Tilley, Finance Director |
| Nominated Adviser and Joint Broker: |
| Zeus Capital +44 (0)20 3829 5000 |
| Martin Green |
| Nicholas How |
| Pippa Underwood |
| Joint Broker: |
| Canaccord Genuity +44 (0)20 7523 8350 |
| Andrew Buchanan |
| Kit Stephenson |
| Richard Andrews Media Enquiries: |
| [email protected] |
Analyst presentation
There will be an analyst presentation to discuss the results at 08:30am today at the offices of Canaccord Genuity Limited, 88 Wood Street, London, EC2V 7QR.
Those analysts wishing to attend are asked to contact [email protected]
Copies of this final results announcement are available at investor.mortgageadvicebureau.com
Strategic report - Chief Executive's Review
Introduction
I am delighted to report that 2016 was our eighth consecutive year of strong revenue and profit growth despite the uncertainty that the EU referendum brought to the housing and mortgage markets last summer. We continue to focus our strategy on growth through specialisation, increasing our market share in all conditions and delivering strong returns for our investors.
Market environment
Housing transaction volumes overall have been relatively flat over the last three years, with a slight increase in mortgage transaction volumes. Both are predicted to be flat as we look ahead through 2017 and 2018 as the UK Government manages the exit of the UK from the EU. Intermediary market share has continued to rise and in the year ended 31 December 2016 reached 72% (excluding Buy-To-Let, where intermediaries have a higher market share, and product switches with the same lender).
Intermediaries previously had limited access to the product switching market in which customers change products with their existing lender. However, more lenders have started providing intermediaries with full access to this market which is estimated to be equal in size to the remortgage market which was c. £90bn in 2016. The CML industry data excludes product switches with the same lender.
In the most recent RICS housing forecast for 2017, house prices in the UK are predicted to see an average increase of 3% over the course of 2017 as the number of transactions stabilises.
Delivering on our strategy
Technology
MAB will always seek to be an early adopter of new and emerging technologies which is fast becoming a major differentiator within the intermediary sector. The strong position that MAB has built as a result of its proprietary MIDAS Pro platform and its in-house development team enables MAB to prioritise technology developments and will enable it to roll out robo-advice style initiatives throughout 2017/18.
As a result we expect MAB's distribution to be able to compete at the highest level with new robo-advice led entrants, whilst retaining the clear advantage of offering our customers the choice of how they want to research, receive advice and transact. Ease, speed and convenience are highly valued by customers and, by delivering such a service, MAB will be in a strong position to further grow its market share.
MAB also sees technology playing an ever increasing part in lead generation through highly effective data management and customer profiling, both of which are major areas of focus for the business.
Brand and distribution
Digital, brand and specialisation are major focuses for MAB as we continue to grow our market share and seek to attract potential new customers earlier in the research and decision making process. Within the next few years we expect to start to leverage our brand to support direct to consumer lead generation.
Developments in digital complement our strategy of providing consumers with a choice of how they want to research, receive advice and transact, which is at the heart of the MAB proposition. Telephone advice is likely to increase, complementing face to face advice which remains highly valued by consumers, and will continue to be supported by increasingly streamlined digital processes. MAB Regional Network Partners and carefully positioned and professionally branded mortgage shops further support this strategy.
Strategic investments and joint ventures
MAB only invests in companies that support our market share growth strategy and that are intended to deliver longer term solutions and income streams for MAB and its partner firms and advisers.
MAB's first strategic investment following IPO was in Sort Group Limited(1) ("Sort") in December 2015. Four further strategic investments have been made in 2016.
In March 2016, MAB acquired a 25% interest in Clear Mortgage Solutions Limited ("Clear"), to establish a Regional Network Partner in Scotland.
In June 2016, MAB acquired a 20% interest in protection specialists Vita Financial Limited ("Vita"), further enhancing MAB's protection service proposition. Having researched the market for the best specialists in protection, Vita stood out as the ideal partner for MAB. MAB is helping the business scale whilst maintaining Vita's extremely high quality customer service and performance levels. Although MAB advisers perform strongly overall in terms of protection, MAB's partnership with Vita is helping the Group deliver even higher levels and consistency of protection advice across the Group, and we expect to see a positive impact on adviser productivity over the next few years.
In September 2016, MAB acquired a 35% interest in Freedom 365 Mortgage Solutions Limited ("Freedom 365"), a newly formed entity, which started trading in that month. Leveraging the Freedom group's existing telephony expertise, Freedom 365 is building a highly scalable data management and telephony model for national lead sources, including on-line estate agency business partners, which should further increase MAB's market share.
In considering opportunities for extending MAB's distribution outside the UK, we saw many similarities between the UK and Australian mortgage markets. In December 2016, MAB entered into a new joint venture, MAB Broker Services Pty Ltd ("MAB Broker Services"), with Mortgageport Management Pty Limited, a mortgage manager and mortgage broker based in Sydney. MAB Broker Services started trading in that month under the Mortgage Advice Bureau brand. The joint venture will embrace many of the proven systems and processes adopted by MAB in the UK, with centralised lead generation, and telephone and regionally based advisers combining to deliver a comprehensive service to the Australian public.
(1) The Group invested in Sort Limited on 10th December 2015, on 11 January 2016 a new holding company, Sort Group Limited, was put in place.
Summary
Our market share strategy is clear and consistent and it is our customer's future direction of travel that drives our strategic priorities for 2017 and beyond. At MAB, specialisation is a major driver of strategy, whether applied to lead generation, customer acquisition, the advice process or the expertise provided by the MAB team, as we believe this delivers better customer outcomes as well as enhanced business performance.
Businesses in which we have recently invested bring significant additional expertise in protection, telephone sales, lead generation, and conveyancing with each being very much consumer and technology-focused. These investments extend our distribution and will be a key factor in delivering an exceptional customer experience, whilst further increasing income opportunities for our AR partners, as we support them in adapting their business models to consumers' changing requirements. This, along with our increasing investment in the MAB brand and additional key appointments, will enable us to lead from the front and drive the forthcoming changes in our industry.
Business Review of 2016
I am pleased to report strong growth in revenue of 23% to £92.8m with profit before exceptional gain and tax rising by 20% to £12.5m. MAB's gross mortgage lending increased by 28% to £10.0bn in 2016, with MAB's overall share of UK new mortgage lending increasing by 14% to 4.1%.
Sale of 49% stake in Capital Private Finance Limited ("CPF")
In August 2016 MAB announced that it had completed the sale of its 49% stake in CPF for consideration in cash of £2.7m. Following confirmation that the Substantial Shareholding Exemption applied to the capital gain arising on MAB's sale of its stake in CPF, so that no corporation tax was payable on the capital gain, MAB has now distributed the post-tax profit on disposal of £2.7m to shareholders in full by way of special dividends. MAB's exposure to the London market reduced to c.6% in terms of revenue as a result of the disposal.
Regulatory changes
On 21 March 2016 the EU Mortgage Credit Directive ("EU MCD") came into effect. EU MCD applies to all first and second charge brokers and lenders, who were all required to follow the same regulatory regime from that date. MAB adapted its procedures to ensure it is fully compliant with EU MCD.
Industry data and trends
Housing purchase transactions by volume in the UK for the whole of 2016 were broadly flat compared with 2015, as demonstrated in the graph below, with property inflation of 7.5% (1) being the primary factor that accounted for the increase of 12% in UK mortgage lending overall. The spike in March 2016 ahead of stamp duty changes in April 2016 is evident from the graph below.
http://www.rns-pdf.londonstockexchange.com/rns/6798A_1-2017-3-27.pdf
(1) Land Registry House Price Index
The increases in gross mortgage lending are illustrated in the graph below. UK gross mortgage lending in 2016 for home-owner purchases and remortgages grew by 7% and 19% respectively. UK gross mortgage lending in 2016 for BTL purchases reduced by 4% whereas UK gross mortgage lending for BTL remortgages increased by 15%.
http://www.rns-pdf.londonstockexchange.com/rns/6798A_-2017-3-27.pdf
Approximately 72% of UK mortgage transactions (excluding Buy-To-Let, where intermediaries have a higher market share, and product switches with the same lender) were via an intermediary in 2016, up from less than 50% in 2012. MAB expects this intermediary market share to remain broadly stable going forwards.
We measure the development, performance and position of our business against a number of key indicators.
http://www.rns-pdf.londonstockexchange.com/rns/6798A_2-2017-3-27.pdf
Financial performance
Revenues
Revenues were up 23% to £92.8m (2015: £75.5m). A key driver of revenue is the average number of Advisers in each financial year. Our business model continues to attract forward thinking ARs who are seeking to expand and grow their market share. Average Adviser numbers increased by 23% to 888 (2015: 720) during the period from a combination of the recruitment of new ARs and the expansion of existing ARs.
The Group generates revenue from three core areas which can be summarised as follows:
| Income Source | 2016 | 2015 | Increase |
| £m | £m | ||
| Mortgage procuration fees | 39.4 | 31.0 | 27% |
| Protection and General Insurance Commission | 36.4 | 30.4 | 20% |
| Client Fees | 15.6 | 12.8 | 22% |
| Other income | 1.4 | 1.3 | 11% |
| Total | 92.8 | 75.5 | 23% |
MAB's revenue mix is as follows:
| Income Source | 2016 | 2015 |
| Mortgage procuration fees | 42% | 41% |
| Protection and General Insurance Commission | 39% | 40% |
| Client Fees | 17% | 17% |
| Other Income | 2% | 2% |
| Total | 100% | 100& |
All income sources continued to grow strongly, although average revenue per adviser was flat due to the impact of a lull in activity in the housing and mortgage market driven by uncertainty surrounding the EU referendum. The spike in BTL applications as a result of the stamp duty changes in April 2016 and increased remortgaging affected growth in protection revenue in H1 2016 owing to lower penetration of protection products for BTL mortgages and remortgages, but this has rebalanced for the year as a whole.
Gross profit margin
Gross profit margin was broadly maintained at 23.9% (2015: 24.2%). The Group receives a slightly reduced margin as our existing ARs grow their revenue organically through increasing their Advisers. During the year MAB continued to attract some larger AR firms, which has driven strong growth in Adviser numbers and revenue. These larger new ARs, however, typically join the Group on lower than average margins due to their existing scale which therefore impacts upon gross margin.
Going forward, we expect to see some further erosion of gross profit margin due to the continued growth of our existing ARs and the acquisition of new larger ARs.
Overheads
Following absorption of £0.4m of FSCS supplementary levies in the year ended 31 December 2016 (which the FSCS announced following the year end), overheads as a percentage of revenue were 11.1% (2015: 11.6%). This reduction in overheads as a percentage of revenue demonstrates the scalable nature of the cost base. Certain costs, primarily those relating to compliance, which represent approximately 40 per cent. of our cost base, are closely correlated to the growth in the number of Advisers, due to the high standards we demand and the requirement to maintain regulatory spans of control. The remainder of MAB's costs typically rise at a slower rate than revenue which will, in part, counter the expected erosion of gross margin as the business continues to grow. Going forward, we expect to see a further reduction in overheads as a proportion of revenue.
Profit before exceptional gain and tax and margin thereon
Profit before exceptional gain and tax rose by 20% to £12.5m (2015: £10.4m) with the margin thereon being 13.5% (2015: 13.8%). Reported profit before tax, which includes the exceptional gain of £2.7m arising on the disposal of MAB's 49% stake in Capital Private Finance Limited, increased by 46% to £15.2m (2015: £10.4m).
Net finance revenue
Net finance revenues of £0.07m (2015: £0.14m) reflect continued low interest rates.
Taxation
The effective rate of tax increased to 18.4% (2015: 16.9%) principally due to MAB's research and development claim for development on MIDAS Pro during 2014 and 2015 both being credited against the 2015 tax charge. Going forwards we would expect our effective tax rate to be marginally below the prevailing UK corporation tax rate subject to the tax credits for MAB's research and development expenditure still being available in respect of our continued development on MIDAS Pro.
Earnings per share and dividend
EPS before exceptional gain1 rose by 18% to 20.3 pence (2015:17.2 pence).
The Board is pleased to propose a final dividend for the year ended 31 December 2016 of 10.5 pence per share (2015: 9.5 pence per share), amounting to a cash cost of £5.3m. Following payment of the dividend, the Group will continue to maintain significant surplus regulatory reserves. This final dividend represents circa 90% of the Group's post-tax profits for H2 2016 and reflects our ongoing intention to distribute excess capital. MAB requires circa 10% of its profit after tax to fund increased regulatory capital and other capital expenditure.
The record date for the final dividend is 5 May 2017 and the payment date is 31 May 2017. The ex-dividend date will be 4 May 2017.
Cash flow
The Group's operations produce positive cash flow with net cash inflow from operating activities of £13.4m (2015: £11.0m).
Adjusted cash flow2 from operating activities as a % of operating profit
2016 128%
2015 112%
The Group's operations are capital light with its most significant ongoing capital investment being in computer equipment. Only £0.3m of capital expenditure was required during the year (2015: £0.1m). Group policy is not to provide company cars, and no significant capital expenditure is foreseen in the coming year. All development work on MIDAS Pro is treated as revenue expenditure.
The Group had no bank borrowings as at 31 December 2016 (2015: £nil) with unrestricted bank balances of £10.8m (2015: £8.2m).
The Group has a regulatory capital requirement amounting to 2.5% of regulated revenue. At the end of 2016 this regulatory capital requirement was £2.1m (2015: £1.7m).
The following table demonstrates how cash generated from operations was applied:
| Unrestricted bank balances at the beginning of the year | £8.2m |
| Cash generated from operating activities excluding from associates and movements in restricted balances | £12.9m |
| Proceeds from sale of associates | £2.7m |
| Interest received | £0.1m |
| Dividends received from associates | £0.6m |
| Dividends paid | (£10.9m) |
| Tax paid | (£2.3m) |
| Capital expenditure | (£0.3m) |
| Investments in associates | (£0.2m) |
| Unrestricted bank balances at the end of the year | £10.8m |
The Group's treasury strategy is to reduce risk by spreading deposits across a number of institutions rather than to seek marginal improvements in returns.
1 £2.7m profit on disposal of 49% stake in Capital Private Finance Limited
2 Cash flow from operating activities adjusted for movements in non-trading items including loans to ARs, loans to associates and other non-trade receivables as a % of operating profit. This is now calculated using cash flow before income taxes paid as a fairer representation of cash conversion as % of operating profit. Excluding increases in restricted cash balances of £2.1m, cash conversion for the year ended 31 December 2016 would have been 111% (2015: 95%).
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORTGAGE ADVICE BUREAU (HOLDINGS) PLC
We have audited the financial statements of Mortgage Advice Bureau (Holdings) plc for the year ended 31 December 2016 which comprise the group statement of financial position and company balance sheet, the group statement of comprehensive income, the group statement of cash flows, the group statement of changes in equity and the related notes. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council's (FRC's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the FRC's website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
· the financial statements give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2016 and of the group's profit for the year then ended;
· the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
· the parent company's financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
· the strategic report and directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
· the parent company financial statements are not in agreement with the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not made; or
· we have not received all the information and explanations we require for our audit.
Leigh Treacy (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London
27 March 2017
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Consolidated statement of comprehensive income
for the year ended 31 December 2016
| Note | |||||||
|---|---|---|---|---|---|---|---|
| --- | --- | --- | --- | --- | --- | --- | --- |
| 2016 £'000 |
2015 £'000 |
||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | 3 | 92,848 | 75,466 | ||||
| Cost of sales | 4 | (70,700) | (57,173) | ||||
| Gross profit | 22,148 | 18,293 | |||||
| Administrative expenses | (10,296) | (8,722) | |||||
| Share of profit of associates | 13 | 611 | 703 | ||||
| Operating profit | 12,463 | 10,274 | |||||
| Finance income | 7 | 73 | 143 | ||||
| Exceptional profit on disposal of asset held for sale | 13 | 2,690 | - | ||||
| Profit before tax | 15,226 | 10,417 | |||||
| Tax expense | 8 | (2,307) | (1,759) | ||||
| Profit for the year attributable to equity holders of parent company | 12,919 | 8,658 | |||||
| Other comprehensive income | |||||||
| Other comprehensive income to be reclassified to profit or loss in subsequent periods (net of tax): | |||||||
| Net gain on asset held for sale | 2,152 | - | |||||
| Transfer to realised profit | (2,152) | - | |||||
| Net other comprehensive income to be reclassified to profit and loss in subsequent periods net of tax | - | - | |||||
| Other comprehensive income | - | - | |||||
| Total comprehensive income attributable to equity holders of parent company | 12,919 | 8,658 | |||||
| Earnings per share attributable to the owners of the parent company | |||||||
| Basic | 9 | 25.6p | 17.2p | ||||
| Diluted | 9 | 25.2p | 16.7p | ||||
Consolidated statement of financial position
as at 31 December 2016
| Note | 2016 £'000 |
2015 £'000 |
||
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 11 | 2,720 | 2,621 | |
| Goodwill | 12 | 4,114 | 4,114 | |
| Other intangible assets | 12 | 9 | 27 | |
| Investments | 13 | 1,008 | 715 | |
| Deferred tax asset | 20 | 72 | - | |
| Total non-current assets | 7,923 | 7,477 | ||
| Current assets | ||||
| Trade and other receivables | 15 | 3,256 | 2,852 | |
| Cash and cash equivalents | 16 | 18,711 | 13,956 | |
| Total current assets | 21,967 | 16,808 | ||
| Total assets | 29,890 | 24,285 | ||
| Equity and liabilities | ||||
| Equity attributable to owners of the parent company | ||||
| Share capital | 21 | 51 | 51 | |
| Share premium | 3,042 | 3,042 | ||
| Capital redemption reserve | 20 | 20 | ||
| Share option reserve | 380 | 157 | ||
| Retained earnings | 11,680 | 9,635 | ||
| Total equity | 15,173 | 12,905 | ||
| Liabilities | ||||
| Non-current liabilities | ||||
| Contingent consideration | 13 | 50 | - | |
| Provisions | 19 | 1,219 | 918 | |
| Deferred tax liability | 20 | 40 | 28 | |
| Total non-current liabilities | 1,309 | 946 | ||
| Current liabilities | ||||
| Trade and other payables | 17 | 12,405 | 9,519 | |
| Corporation tax liability | 1,003 | 915 | ||
| Total current liabilities | 13,408 | 10,434 | ||
| Total liabilities | 14,717 | 11,380 | ||
| Total equity and liabilities | 29,890 | 24,285 |
Consolidated statement of changes in equity
for the year ended 31 December 2016
| Share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Share option reserve £'000 |
Retained earnings £'000 |
Total Equity £'000 |
|
|---|---|---|---|---|---|---|
| Balance at 1 January 2015 | 51 | 3,042 | 20 | 11 | 4,497 | 7,621 |
| Profit for the year | - | - | - | - | 8,658 | 8,658 |
| Total comprehensive income | - | - | - | - | 8,658 | 8,658 |
| Transactions with owners | ||||||
| Share based payment transactions | - | - | - | 146 | - | 146 |
| Redemption of shares | - | - | - | - | (38) | (38) |
| Dividends paid | - | - | - | - | (3,482) | (3,482) |
| Transactions with owners | - | - | - | 146 | (3,520) | (3,374) |
| Balance at 31 December 2015 and 1 January 2016 | 51 | 3,042 | 20 | 157 | 9,635 | 12,905 |
| Profit for the year | - | - | - | - | 12,919 | 12,919 |
| Total comprehensive income | - | - | - | - | 12,919 | 12,919 |
| Transactions with owners | ||||||
| Share based payment transactions | - | - | - | 223 | - | 223 |
| Dividends paid | - | - | - | - | (10,874) | (10,874) |
| Transactions with owners | - | - | - | 223 | (10,874) | (10,651) |
| At 31 December 2016 | 51 | 3,042 | 20 | 380 | 11,680 | 15,173 |
Consolidated statement of cash flows
for the year ended 31 December 2016
| Notes | 2016 £'000 |
2015 £'000 |
||||
|---|---|---|---|---|---|---|
| Cash flows from operating activities | ||||||
| Profit for the year before tax | 15,226 | 10,417 | ||||
| Adjustments for | ||||||
| Depreciation of property, plant and equipment | 11 | 193 | 131 | |||
| Amortisation of intangibles | 12 | 18 | 18 | |||
| Profit on disposal of asset held for sale | (2,690) | - | ||||
| Share based payments | 223 | 146 | ||||
| Share of profit from associates | 13 | (611) | (703) | |||
| Dividends received from associates | 13 | 567 | 586 | |||
| Finance income | 7 | (73) | (143) | |||
| 12,853 | 10,452 | |||||
| Changes in working capital | ||||||
| (Increase)/decrease in trade and other receivables | (405) | 69 | ||||
| Increase in trade and other payables | 2,886 | 1,611 | ||||
| Increase in provisions | 301 | 167 | ||||
| Cash generated from operating activities | 15,635 | 12,299 | ||||
| Income taxes paid | (2,278) | (1,343) | ||||
| Net cash inflow from operating activities | 13,357 | 10,956 | ||||
| Cash flows from investing activities | ||||||
| Purchase of property, plant and equipment | 11 | (292) | (2,548) | |||
| Proceeds from sale of associate | 2,694 | - | ||||
| Acquisitions of associates and investments | 13 | (203) | (345) | |||
| Net cash inflow/(outflow) from investing activities | 2,199 | (2,893) | ||||
| Cash flows from financing activities | ||||||
| Interest received | 7 | 73 | 143 | |||
| Redemption of shares | - | (38) | ||||
| Dividends paid | 10 | (10,874) | (3,482) | |||
| Net cash outflow from financing activities | (10,801) | (3,377) | ||||
| Net increase in cash and cash equivalents | 4,755 | 4,686 | ||||
| Cash and cash equivalents at the beginning of year | 13,956 | 9,270 | ||||
| Cash and cash equivalents at the end of the year | 18,711 | 13,956 | ||||
Notes to the consolidated financial statements
for the year ended 31 December 2016
1 Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented.
These financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs") and with those parts of the Companies Act 2006 that are applicable to companies that prepare financial statements in accordance with IFRSs.
The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies. The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 2.
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report as set out earlier in this announcement. The financial position of the Group, its cash flows and liquidity position are described in these financial statements.
The Group made an operating profit of £12.5m during 2016 (2015: £10.3 million) and had net current assets of £8.6m at 31 December 2016 (31 December 2015: £6.4m) and equity attributable to owners of the Group of £15.2m (31 December 2015: £12.9m).
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
Changes in accounting policies
New standards, interpretations and amendments effective year ended 31 December 2016
The following new standards, interpretations and amendments are effective for annual periods beginning on or after 1 January 2016 and have been applied in preparing these financial statements. None of these new standards or interpretations have a significant impact on the annual consolidated financial statements of the Group.
· Amendments to IFRS11 "Accounting for Acquisitions of Interests in Joint Operations" This provides guidance on how to account for the acquisition of joint operations that constitute a business as defined in IFRS 3 Business Combinations. It is effective for accounting periods beginning on or after 1 January 2016.
· Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortisation". The amendment to IAS 16 prohibits entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendment to IAS 38 introduces a rebuttable presumption that revenue is not an appropriate basis for amortisation of intangible assets. It is effective for accounting periods beginning on or after 1 January 2016. These amendments are not expected to have any impact to the Group given that the Group has not used a revenue-based method to depreciate its non-current assets.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
1 Accounting policies (continued)
New standards, interpretations and amendments effective year ended 31 December 2016 (continued)
· Amendments to IAS 27 "Equity Method in Separate Financial Statements". The amendment will allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. Entities already applying IFRS and electing to change to the equity method in its separate financial statements will have to apply that change retrospectively. These amendments are effective for annual periods beginning on or after 1 January 2016. These amendments will not have any impact on the Group's consolidated financial statements.
· Amendments to IAS 1 Disclosure Initiative. The amendments to IAS 1 Presentation of Financial Statements clarify, rather than significantly change, existing IAS 1 requirements. The amendments clarify:
§ The materiality requirements in IAS 1
§ That specific line items in the statement(s) of profit or loss and other comprehensive income and the statement of financial position may be disaggregated
§ That entities have flexibility as to the order in which they present the notes to financial statements
§ That the share of other comprehensive income of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to the statement of comprehensive income.
Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement(s) of profit or loss and other comprehensive income. These amendments are effective for annual periods beginning on or after 1 January 2016, with early adoption permitted. These amendments are not expected to have any material impact on the Group.
· Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception. The amendments address issues that have arisen in applying the investment entities exception under IFRS 10 Consolidated Financial Statements. The amendments to IFRS 10 clarify that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity, when the investment entity measures all of its subsidiaries at fair value.
Furthermore, the amendments to IFRS 10 clarify that only a subsidiary of an investment entity that is not an investment entity itself and that provides support services to the investment entity is consolidated. All other subsidiaries of an investment entity are measured at fair value. The amendments to IAS 28 Investments in Associates and Joint Ventures allow the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to tis interests in subsidiaries.
These amendments are applied retrospectively and do not have any impact on the Group as the Group does not apply the consolidation exception.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
1 Accounting policies (continued)
New standards, interpretations and amendments effective year ended 31 December 2016 (continued)
Annual Improvements 2012-2014 Cycle
These improvements are effective for annual periods beginning on or after 1 January 2016. They include:
· IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Assets (or disposal groups) are generally disposed of either through sale or distribution to the owners. The amendment clarifies that changing from one of these disposal methods to the other would not be considered a new plan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruption of the application of the requirements in IFRS 5. This amendment is applied prospectively.
· IFRS 7 Financial Instruments: Disclosures
(i) Servicing contracts
The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset. An entity must assess the nature of the fee and the arrangement against the guidance for continuing involvement set out in IFRS 7 in order to assess whether the disclosures are required. The assessment of which servicing contracts constitute continuing involvement must be made retrospectively. However, the required disclosure need not be provided for any period beginning before the annual period in which the entity first applies the amendments.
(ii) Applicability of the amendments to IFRS 7 to condensed interim financial statements
The amendment clarifies that the offsetting disclosure requirements do not apply to condensed interim financial statements, unless such disclosures provide a significant update to the information reported in the most recent annual report. This amendment is applied retrospectively.
· IAS 19 Employee Benefits. The amendment clarifies that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. When there is no deep market for high quality corporate bonds in that currency, government bond rates must be used. This amendment must be applied prospectively.
· IAS 34 Interim Financial Reporting. The amendment clarifies that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the interim financial report (e.g. in the management commentary or risk report). The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. This amendment must be applied retrospectively.
These amendments are not expected to have any impact on the Group.
Notes to the consolidated financial statements
for the year ended 31 December 2016
1 Accounting policies (continued)
New standards, interpretations and amendments not yet effective
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group's financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.
· IAS 7 Disclosure Initiative - Amendments to IAS 7. The amendments to IAS 7 Statement of Cash Flows are part of the IASB's Disclosure Initiative and require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. On initial application of the amendment, entities are not required to provide comparative information for preceding periods. These amendments are effective for annual periods beginning on or after 1 January 2017, with early application permitted. Application of the amendments will result in additional disclosures provided by the Group.
· IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses - Amendments to IAS 12. The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.
Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the earliest comparative period may be recognised in the opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact. These amendments are effective for annual periods beginning on or after 1 January 2017 with early application permitted. If an entity applies the amendments for an earlier period, it must disclose that fact. These amendments are not expected to have any impact on the Group.
· IFRS 9 Financial Instruments. This will eventually replace IAS 39 in its entirety. However, the process has been divided into three main components (classification and measurement, impairment and hedge accounting). This standard becomes effective for accounting periods beginning on or after 1 January 2018. Its adoption may result in changes to the classification and measurements of the Group's financial instruments, including any impairment thereof.
· IFRS 15 Revenue from Contracts with Customers. This was issued by the IASB on 28 May 2014 and applies to an entity's first annual IFRS financial statements for a period beginning on or after 1 January 2018. It sets out the requirements for recognising revenue that apply to contracts with customers, except for those covered by standards on leases, insurance contracts and financial instruments. This amendment is not expected to have any impact on the Group.
· IFRS 2 Classification and Measurement of Share-based Payment Transactions - Amendments to IFRS 2. The IASB issued amendments to IFRS 2 Share-based Payment that address three main areas: the effects of vesting conditions on the measurement of cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash-settled to equity-settled.
Notes to the consolidated financial statements
for the year ended 31 December 2016
1 Accounting policies (continued)
New standards, interpretations and amendments not yet effective (continued)
On adoption, entities are required to apply the amendments without restating prior periods, but retrospective application is permitted if elected for all three amendments and other criteria are met. The amendments are effective for annual periods beginning on or after 1 January 2018, with early application permitted. The Group is assessing the potential effect of the amendments on its consolidated financial statements.
· IFRS 16 Leases. IFRS 16 was issued in January 2016 and it replaces IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions involving the Legal Form of a Lease. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard includes two recognition exemptions for lessees - leases of 'low-value' assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expenses on the lease liability and the depreciation expense on the right-of-use asset.
Lessees will be also required to remeasure the lease liability upon the occurrence of certain events (e.g. a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
Lessor accounting under IFRS 16 is substantially unchanged from today's accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between two types of leases: operating and finance leases.
IFRS 16 also requires lessees and lessors to make more extensive disclosures than under IAS 17.
IFRS 16 is effective for annual periods beginning on or after 1 January 2019. Early application is permitted, but not before an entity applies IFRS 15. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective approach. The standard's transition provisions permit certain reliefs.
These amendments are not expected to have any impact on the Group.
Notes to the consolidated financial statements
for the year ended 31 December 2016
1 Accounting policies (continued)
New standards, interpretations and amendments not yet effective (continued)
· Amendments to IFRS 10 and IAS 28: Sale or contribution of Assets between an Investor and its Associate or Joint Venture. The amendments address the conflict between IFRS 10 and IAS 28 in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that the gain or loss resulting from the sale or contribution of assets that constitute a business, as defined in IFRS 3, between an investor and its associate or joint venture, is recognised in full. Any gain or loss resulting from the sale or contribution of assets that do not constitute a business, however, is recognised only to the extent of unrelated investors' interests in the associate or joint venture. The IASB has deferred the effective date of these amendments indefinitely, but an entity that early adopts the amendments must apply them prospectively. The Group will apply these amendments when they become effective.
Basis of consolidation
Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.
Entities that are not subsidiaries but where the Group has significant influence (i.e. the power to participate in the financial and operating policy decisions) are accounted for as associates.
The results and assets and liabilities of the associates are included in the consolidated accounts using the equity method of accounting.
Notes to the consolidated financial statements
for the year ended 31 December 2016
1 Accounting policies (continued)
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs.
Depreciation is provided on all items of property, plant and equipment at rates calculated to write off the cost of each asset on a straight line basis over its expected useful lives, as follows:
Freehold land not depreciated
Freehold buildings 36 years
Fixtures and fittings 20%
Computer equipment 33%
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the income statement. The Directors reassess the useful economic life of the assets annually.
Goodwill
Goodwill represents the excess of the cost of a business combination over, in the case of business combinations completed prior to 1 January 2011, the Group's interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. For business combinations completed after 1 January 2011, the goodwill represents the excess of a cost of a business combination over the Group's interest in the fair value of identifiable assets under IFRS 3 Business Combinations.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated statement of comprehensive income. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated statement of comprehensive income on the acquisition date.
Other intangible assets
Intangible assets other than goodwill acquired by the Group comprise licences and are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to the statement of comprehensive income within administrative expenses on a straight line basis over the period of the licence agreements. Assets are tested annually for impairment or more frequently if events or circumstances indicate potential impairment.
Amortisation, which is reviewed annually, is provided on licences at 16.7% per annum, calculated to write off the cost of the asset on a straight line basis over its expected useful life.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
1 Accounting policies (continued)
Impairment of non-financial assets
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of the asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows, its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to each of the group's CGUs that are expected to benefit from the synergies of the combination giving rise to the goodwill.
Unquoted investments
Unquoted investments are shown at cost less provision for impairment.
Financial assets
In the consolidated statement of financial position, the Group classifies its financial assets as loans, trade receivables and cash and cash equivalents. The classification depends on the purpose for which the financial assets were acquired. Loans and trade receivables are non-derivative financial assets with fixed or determinable payments which arise principally through the Group's trading activities. These are recognised at original fair value less appropriate provision for impairment and subsequently measured at amortised cost.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within cost of sales in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
Cash and cash equivalents include cash in hand and deposits held at call with banks with an original maturity of three months or less.
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently carried at amortised cost.
Retirement benefits: Defined contribution schemes
Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the year to which they relate.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
1 Accounting policies (continued)
Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Company's ordinary shares are classified as equity instruments. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds.
Revenue
Revenue comprises commissions, client fees and other income. Commissions and client fees are included at the gross amounts receivable by the Group in respect of all services provided. Commissions payable to trading partners in respect of their share of the commissions earned are included in cost of sales.
Commissions and client fees earned are accounted for when received or guaranteed to be received, as until received it is not possible to be certain that the transaction will be completed. In the case of life commissions there is a possibility for a period after the inception of the policy that part of the commission earned may have to be repaid if the policy is cancelled during this period. A provision is made for the expected level of commissions repayable.
Other income comprises income from ancillary services such as survey and conveyancing fees and is credited to the statement of comprehensive income partly on an accruals basis.
Leased assets
Rentals under operating leases are charged on a straight line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight line basis over the lease term.
Finance income
Finance income comprises interest receivable on cash at bank. Interest income is recognised in the statement of comprehensive income as it accrues.
Exceptional items
As permitted by IAS 1 'Presentation and disclosure' - certain items are presented separately in the income statement as exceptional where, in the judgement of the Directors, they need to be disclosed by virtue of their nature, size or incidence in order to obtain a clear and consistent presentation of the Group's underlying business performance. Examples of material and non-recurring items which may give rise to disclosure as exceptional items include asset impairments, costs associated with acquiring new businesses and profits on the disposal of investments.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
1 Accounting policies (continued)
Taxation
Income tax comprises current and deferred tax. Income tax is recognised in profit or loss other than if it relates to items recognised in other comprehensive income in which case it is recognised in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantively enacted by the statement of financial position date and any adjustment to tax payable in respect of previous years.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
· the same taxable group company, or
· different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.
Segment Reporting
An operating segment is a distinguishable segment of an entity that engages in business activities from which it may earn revenues and incur expenses and whose operating results are reviewed regularly by the entity's chief operating decision maker (CODM). The Board reviews the Group's operations and financial position as a whole and therefore considers that it has only one operating segment, being the provision of financial services operating solely within the UK. The information presented to the CODM directly reflects that presented in the financial statements and they review the performance of the Group by reference to the results of the operating segment against budget.
Operating profit is the profit measure, as disclosed on the face of the combined income statement that is reviewed by the CODM.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
1 Accounting policies (continued)
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when they are paid. In the case of final dividends, this is when they are approved by the shareholders.
Share-based payments
Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining vesting period.
Where options are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of the options at the date of the grant over the vesting period.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
2 Critical Accounting Estimates and Judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The Directors consider that the estimates and judgements that have the most significant effect on the carrying amounts of assets and liabilities within the financial statements are set out below.
(a) Impairment of goodwill
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in note 12.
(b) Impairment of trade and other receivables
Judgement is required when determining if there is any impairment to the trade and other receivable balances. Trade receivables are reviewed for impairment if they are past due and are not repaid within the terms of the contracts. Other receivables, which include loans, are reviewed for impairment when there are any indications that they may not be recoverable and that security held against the balance may be inadequate to fully cover the amount outstanding. A provision for impairment will be made if following review of the balances, the Group considers it unlikely that any balance will be recovered. More information is included in note 15.
(c) Clawback Provision
The provision relates to the estimated value of repaying commission received up front on life assurance policies that may lapse in a period of up to four years following inception. The provision is calculated using a model that has been developed over several years. The model uses a number of factors including the total unearned commission at the point of calculation, the age profile of the commission received, the Group's proportion of any clawback, likely future lapse rates, and the success of the Group's team that focuses on preventing lapses and/or generating new income at the point of a lapse. More information is included in note 19.
(d) Freehold building
The freehold building is depreciated over its useful life. The useful life is based on management's estimate of the period that the asset will generate revenue and will be reviewed annually for continued appropriateness. The carrying value will be tested for impairment when there is an indication that the value of the asset might be impaired. When carrying out an impairment test this would be based on future cash flow forecasts and these forecasts would be based on management judgement. No such indication of impairment has been noted.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
3 Revenue
The Group operates in one segment being that of the provision of financial services in the UK. Revenue is derived as follows:
| 2016 | 2015 | |||
| £'000 | £'000 | |||
| Mortgage related products | 55,011 | 43,794 | ||
| Insurance and other protection products | 36,444 | 30,412 | ||
| Other income | 1,393 | 1,260 | ||
| 92,848 | 75,466 | |||
4 Cost of sales
Costs of sales are as follows:
| 2016 | 2015 | ||
| £'000 | £'000 | ||
| Commissions paid | 69,380 | 56,148 | |
| Wages and salary costs | 1,320 | 1,025 | |
| 70,700 | 57,173 | ||
| Wages and salary costs | 2016 £'000 |
2015 £'000 |
|---|---|---|
| Gross | 1,015 | 800 |
| Employers' National Insurance | 115 | 83 |
| Pension | 35 | 21 |
| Other Direct Costs | 155 | 121 |
| 1,320 | 1,025 |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
5 Profit from operations
Profit from operations is stated after charging the following:
| 2016 £'000 |
2015 £'000 |
|
|---|---|---|
| Depreciation of property, plant and equipment | 193 | 131 |
| Amortisation of intangibles | 18 | 18 |
| Operating leases | - | 106 |
| Auditors' remuneration: | ||
| Fees payable to the Group's auditors for the audit of the Group's financial statements. | 10 | 10 |
| Fees payable to the Group's auditors for the audit of the Group's subsidiary financial statements. | 27 | 24 |
Other administrative expenses are incurred in the ordinary course of the business and do not include any non-recurring items.
Profits from associates are disclosed as part of the operating profit as this is the operational nature of the Group.
6 Staff costs
Staff costs, including directors' remuneration, were as follows:
| 2016 £'000 |
2015 £'000 |
|||
|---|---|---|---|---|
| Wages and salaries | 6,410 | 5,629 | ||
| Share based payments | 315 | 250 | ||
| Social security costs | 712 | 618 | ||
| Defined contribution pension costs | 150 | 113 | ||
| 7,587 | 6,610 | |||
| The average number of people employed by the Group during the year was: | Number | Number | ||
| Executive Directors | 3 | 3 | ||
| Compliance | 52 | 42 | ||
| Sales and marketing | 40 | 34 | ||
| Operations | 46 | 44 | ||
| Total | 141 | 123 | ||
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
6 Staff costs (continued)
Key management compensation
Key management are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. These are the directors of Mortgage Advice Bureau (Holdings) Plc.
| 2016 £'000 |
2015 £'000 |
|
| Wages and salaries | 1,568 | 1,540 |
| Share based payments | 86 | 39 |
| Defined contribution pension costs | 19 | 11 |
| 1,673 | 1,590 |
During the year retirement benefits were accruing to 1 director (2015: 1) in respect of defined contribution pension schemes.
The total amount payable to the highest paid director in respect of emoluments was £619,873 (2015: £653,217). The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil (2015: £nil).
7 Finance income
| 2016 £'000 |
2015 £'000 |
|
|---|---|---|
| Interest income | 73 | 143 |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
8 Income Tax
| 2016 £'000 |
2015 £'000 |
||
|---|---|---|---|
| Current tax expense | |||
| UK corporation tax charge on profit for the year | 2,367 | 1,870 | |
| Adjustments for over provision in prior years | - | (114) | |
| Total current tax | 2,367 | 1,756 | |
| Deferred tax expense | |||
| Origination and reversal of timing differences | (58) | 6 | |
| Adjustment for over provision in prior years | - | (1) | |
| Effect of change in tax rate on opening liability | (2) | (2) | |
| Total Deferred Tax (see note 20) | (60) | 3 | |
| Total tax expense | 2,307 | 1,759 | |
| The reasons for the difference between the actual charge for the year and the standard rate of corporation tax in the United Kingdom of 20% (2015: 20.25%) applied to profit for the year is as follows: | |||
| 2016 £'000 |
2015 £'000 |
||
| Profit for the year before tax | 15,226 | 10,417 | |
| Expected tax charge based on corporation tax rate | 3,045 | 2,109 | |
| Expenses not deductible for tax purposes amortisation and impairment |
62 | 38 | |
| Adjustment for non-taxable profit on sale of asset held for sale | (538) | - | |
| Research & Development allowances | (148) | (129) | |
| Adjustments to tax charge in respect of prior periods | - | (114) | |
| Adjustment to deferred tax charge in respect of prior periods | - | (1) | |
| Profits from associates | (122) | (142) | |
| Effect of lower deferred tax rate | 10 | - | |
| Rate change on deferred tax liability | (2) | (2) | |
| Total tax expense | 2,307 | 1,759 | |
Changes in the taxation rate
Legislation to reduce the main rate of corporation tax to 19% from 1 April 2017 and to 17% from 1 April 2020 had been enacted and so the deferred tax balance has been calculated at 17% (2015: 18%).
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
9 Earnings Per Share
a) Earnings per share
Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.
| 2016 | 2015 | ||
| Basic earnings per share | £'000 | £'000 | |
| Profit for the year attributable to the owners of the parent | 12,919 | 8,658 | |
| Weighted average number of shares in issue | 50,461,600 | 50,478,038 | |
| Basic earnings per share (in pence per share) | 25.6p | 17.2p | |
| For diluted earnings per share, the weighted average number of ordinary shares in existence is adjusted to include potential ordinary shares arising from share options. | |||
| 2016 | 2015 | ||
| Diluted earnings per share | £'000 | £'000 | |
| Profit for the year attributable to the owners of the parent | 12,919 | 8,658 | |
| Weighted average number of shares in issue | 51,238,503 | 51,987,564 | |
| Basic earnings per share (in pence per share) | 25.2p | 16.7p |
The share data used in the basic and diluted earnings per share computations are as follows:
| Weighted average number of ordinary shares | 2016 | 2015 | |
| Issued ordinary shares at start of period | 50,461,600 | 50,509,600 | |
| Effect of shares purchased during period | - | (31,562) | |
| Basic weighted average number of shares | 50,461,600 | 50,478,038 | |
| Potential ordinary shares arising from options | 776,903 | 1,509,526 | |
| Diluted weighted average number of shares | 51,283,503 | 51,987,564 |
b) Adjusted earnings per share
| 2016 | 2015 | ||
| £'000 | £'000 | ||
| Profit for the year attributable to the owners of the parent | 12,919 | 8,658 | |
| Adjusted for the following items net of tax: | |||
| Profit on disposal of asset held for sale | (2,690) | - | |
| Adjusted earnings net of tax | 10,229 | 8,658 | |
| Weighted average number of shares in issue | 50,461,600 | 50,478,038 | |
| Adjusted basic earnings per share (in pence per share) | 20.3p | 17.2p | |
| Adjusted diluted earnings per share (in pence per share) | 20.0p | 16.7p |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
10 Dividends
| 2016 | 2015 | |||||
| £'000 | £'000 | |||||
| Dividends paid and declared during the year: | ||||||
| Final dividend for 2015: 9.5p per share (2014: 2.0p) | 4,794 | 1,009 | ||||
| Special dividend: 4.25p per share | 2,145 | - | ||||
| Interim dividend for 2016: 7.8p per share (2015: 4.9p) | 3,935 | 2,473 | ||||
| 10,874 | 3,482 | |||||
| Equity dividends on ordinary shares: | |||
| Further special dividend: 1.1p per share | 555 | - | |
| Proposed for approval: | |||
| Final dividend for 2016: 10.5p per share (2015: 9.5p) | 5,298 | 4,794 | |
| 5,853 | 4,794 | ||
The record date for the final dividend is 5 May 2017 and the payment date is 31 May 2017.The ex-dividend date will be 4 May 2017.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
11 Property, Plant and Equipment
| Freehold land and building £'000 |
Fixtures & fittings £'000 |
Computer equipment £'000 |
Total £'000 |
|||
| Cost | ||||||
| At 1 January 2016 | 2,409 | 288 | 588 | 3,285 | ||
| Additions | 52 | 147 | 93 | 292 | ||
| At 31 December 2016 | 2,461 | 435 | 681 | 3,577 | ||
| Depreciation | ||||||
| At 1 January 2016 | 13 | 240 | 411 | 664 | ||
| Charge for the year | 54 | 27 | 112 | 193 | ||
| At 31 December 2016 | 67 | 267 | 523 | 857 | ||
| Net Book Value | ||||||
| At 31 December 2016 | 2,394 | 168 | 158 | 2,720 | ||
| Freehold land and building £'000 |
Fixtures & fittings £'000 |
Computer equipment £'000 |
Total £'000 |
|||
| Cost | ||||||
| At 1 January 2015 | - | 262 | 475 | 737 | ||
| Additions | 2,409 | 26 | 113 | 2,548 | ||
| At 31 December 2015 | 2,409 | 288 | 588 | 3,285 | ||
| Depreciation | ||||||
| At 1 January 2015 | - | 220 | 313 | 533 | ||
| Charge for the year | 13 | 20 | 98 | 131 | ||
| At 31 December 2015 | 13 | 240 | 411 | 664 | ||
| Net Book Value | ||||||
| At 31 December 2015 | 2,396 | 48 | 177 | 2,621 | ||
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
12 Intangible Assets
| Goodwill | 2016 £'000 |
2015 £'000 |
||
| Cost | ||||
| As at 1 January and 31 December | 4,267 | 4,267 | ||
| Accumulated impairment | ||||
| At 1 January | 153 | 153 | ||
| At 31 December | 153 | 153 | ||
| Net book value | ||||
| At 31 December | 4,114 | 4,114 |
The goodwill relates to the acquisition of Talk Limited in 2012, and in particular its main operating subsidiary Mortgage Talk Limited. The goodwill is deemed to have an indefinite useful life. It is currently carried at cost and is reviewed annually for impairment.
Under IAS 36, "Impairment of assets", the Group is required to review and test its goodwill annually each year or in the event of a significant change in circumstances. The impairment review conducted at the end of 2016 concluded that there had been no impairment of goodwill and the recoverable amount is in excess of £16 million.
The Board considers that it has only one operating segment and therefore one cash generating unit so accordingly it is necessary to assess the impact of the acquisition of Mortgage Talk Limited to the Group. The value in use of Mortgage Talk Limited has therefore been estimated based on the improvements in net profits which that acquisition continues to bring to the Group. The forecast ongoing profits generated by the acquisition of Mortgage Talk Limited significantly exceed the value of goodwill and therefore no impairment of the goodwill is required. A discount rate of 10% has been applied to these calculations. Management has considered forecast profits over a three year period in determining the value in use. Management believes that any possible changes to any of the key assumptions applied in determining the value in use would not cause the carrying amount of goodwill to exceed the forecast ongoing profits.
| Licences | 2016 £'000 |
2015 £'000 |
||
| Cost | ||||
| As at 1 January and 31 December | 108 | 108 | ||
| Accumulated Amortisation | ||||
| At 1 January | 81 | 63 | ||
| Charge for the year | 18 | 18 | ||
| At 31 December | 99 | 81 | ||
| Net book value | ||||
| At 31 December | 9 | 27 |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
13 Investments
| £'000 | |
| Investment in Associates | 1,008 |
| Other Investments | - |
| At 31 December 2016 | 1,008 |
| At 31 December 2015 | 715 |
Investment in Associates
The Group holds investments in associates, all of which are accounted for under the equity method, as follows:
| Company name | Reporting date | Country of incorporation | Percentage of ordinary shares held | Description |
| CO2 Commercial Limited | 31 December | England and Wales | 49 | Property surveyors |
| MAB Wealth Management Limited | 31 December | England and Wales | 49 | Provision of financial services |
| Freedom 365 Mortgage Solutions Limited | 31 December | England and Wales | 35 | Provision of financial services |
| Sort Group Limited | 31 December | England and Wales | 33.25 | Conveyancing and software development services |
| Buildstore Limited | 31 December | England and Wales | 25 | Provision of financial services |
| Clear Mortgage Solutions Limited | 31 December | England and Wales | 25 | Provision of financial services |
| Vita Financial Limited | 31 December | England and Wales | 20 | Provision of financial services |
| MAB Broker Services PTY Limited | 30 June | Australia | 45 | Provision of financial services |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
13 Investments (continued)
Investment in Associates (continued)
The investment in associates at the reporting date is as follows:
| 2016 £'000 |
2015 £'000 |
|
| At 1 January | 715 | 253 |
| Additions | 253 | 345 |
| Disposals | (4) | - |
| Share of profit | 611 | 703 |
| Dividends received | (567) | (586) |
| At 31 December | 1,008 | 715 |
The Group was entitled to 49% of the results for Capital Private Finance Limited up to 30 June 2016. The Group is also entitled to 49% of the results of CO2 Commercial Limited, and MAB Wealth Management Limited by virtue of its 49% equity stakes. CO2 Commercial Limited is a dormant holding company, and trades through its wholly owned subsidiary, Pinnacle Surveyors (England & Wales) Limited. The Group is entitled to 45% of the results of MAB Broker Services PTY Limited by virtue of its 45% equity stake, 35% of the results of Freedom 365 Mortgage Solutions Limited by virtue of its 35% equity stake, 25% of the results of Buildstore Limited and Clear Mortgage Solutions Limited by virtue of its 25% equity stakes and 20% of the results of Vita Financial Limited by virtue of its 20% equity stake.
On 11 January 2016 a new holding company, Sort Group Limited, was put in place such that Mortgage Advice Bureau Limited now owns 33.25% of Sort Group Limited and Sort Group Limited in turn owns 69.18% of Sort Limited and also 69.18% of Sort Technology Limited. Mortgage Advice Bureau Limited's effective holding in Sort Limited did not change as a result of this and remains at 23%. Mortgage Advice Bureau Limited also has an effective holding of 23% in Sort Technology Limited. The Group is entitled to 33.25% of the results of Sort Group Limited by virtue of its 33.25% equity stake.
Acquisitions and disposals during the year
The Group acquired a 25% interest in Clear Mortgage Solutions Limited on 18 March 2016 at a cost of £50,000 plus contingent consideration of up to £50,000 payable in 2017 depending on the audited results of Clear Mortgage Solutions Limited for the financial year ended 31 December 2016. The full £50,000 contingent consideration has been provided for in these financial statements. Also during the year the Group acquired a 20% interest in Vita Financial Limited on 30 June 2016 at a cost of £150,000, a 35% interest in Freedom 365 Mortgage Solutions Limited on 22 September 2016 at a cost of £350 and a 45% interest in MAB Broker Services PTY Limited on 9 December 2016 at a cost of £2,666 (AUD4,500).
On 31 July 2016, the Group disposed of its 49% holding in Capital Private Finance Limited for sale proceeds of £2.7m which resulted in a net profit on sale of £2.69m.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
13 Investments (continued)
Investment in Associates (continued)
As the associates are private companies published share prices are not available. The aggregate amounts of certain financial information of the associates is summarised as follows:
| Pinnacle Surveyors (England & Wales) Limited £'000 |
Buildstore Limited £'000 |
Sort Group Limited £'000 |
Others £'000 |
2016 Total £'000 |
|||||||
| Non-current assets | 38 | 100 | 808 | 146 | 1,092 | ||||||
| Cash balances | 378 | 316 | 631 | 412 | 1,737 | ||||||
| Current assets | 572 | 247 | 80 | 266 | 1,165 | ||||||
| Current liabilities | (592) | (587) | (257) | (800) | (2,236) | ||||||
| Non-current liabilities and provisions | (2) | (10) | (2) | (142) | (156) | ||||||
| Revenue | 3,723 | 3,271 | 3,921 | 2,641 | 13,556 | ||||||
| Profit before taxation | 1,020 | 176 | 455 | 148 | 1,799 | ||||||
| Total comprehensive income | 816 | 134 | 337 | 25 | 1,312 | ||||||
| Profit attributable to Group | 400 | - | 41 | 170 | 611 | ||||||
| Dividends received from associates | 357 | - | - | 210 | 567 | ||||||
| Pinnacle Surveyors (England & Wales) Limited £'000 |
Capital Private Finance Limited £'000 |
Others £'000 |
2015 Total £'000 |
||||||||
| Non-current assets | 12 | 3 | 228 | 243 | |||||||
| Cash balances | 270 | 479 | 739 | 1,488 | |||||||
| Current assets | 532 | 68 | 321 | 921 | |||||||
| Current liabilities | (497) | (257) | (760) | (1,514) | |||||||
| Non-current liabilities and provisions | (2) | (87) | (200) | (289) | |||||||
| Revenue | 2,978 | 1,983 | 5,734 | 10,695 | |||||||
| Profit before taxation | 765 | 897 | 726 | 2,388 | |||||||
| Total comprehensive income | 607 | 715 | 617 | 1,939 | |||||||
| Profit attributable to Group | 298 | 350 | 55 | 703 | |||||||
| Dividends received from associates | 257* | 329 | - | 586 | |||||||
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
13 Investments (continued)
Investment in Associates (continued)
The details of Capital Private Finance Limited for the period up to the date of disposal were as follows:
| £'000 | |||||
| Non-current assets | 2 | ||||
| Cash balances | 394 | ||||
| Current assets | 110 | ||||
| Current liabilities | (292) | ||||
| Non-current liabilities and provisions | (79) | ||||
| Revenue | 664 | ||||
| Profit before taxation | 289 | ||||
| Total comprehensive income | 231 | ||||
| Profit attributable to Group | 118 | ||||
| Dividends received from associates | 210 |
The amounts disclosed for revenue, profit before tax, total comprehensive income, profit attributable to Group and dividends received are included in the amounts disclosed in the figures for "Others" in the table for 2016 as set out above. The balance sheet details are not included in the table above.
All associates prepare their financial statements in accordance with FRS 102 other than Clear Mortgage Solutions Limited who prepare their financial statements in accordance with UK GAAP and MAB Broker Services PTY Limited who prepare their financial statements in accordance with the Australian Accounting Standards. There would be no material difference to the accounts of any of the associates other than Sort Group Limited if these were prepared in accordance with IFRS. For Sort Group Limited amortisation of £86,981 has been charged for the year on goodwill arising on consolidation, no amortisation would be charged under IFRS.
* These dividends are received from CO2 Commercial Limited, the parent undertaking of Pinnacle Surveyors (England & Wales) Limited. All other information disclosed above relates to Pinnacle Surveyors (England & Wales) Limited.
Other investments
Unlisted investment
The unlisted investment represents a 0.05% shareholding in Twenty7tec Limited, a company that licenses certain mortgage sourcing software. The net book value of the investment at 31 December 2016 was £150 (2015: £150).
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
14 Subsidiaries
The subsidiaries of Mortgage Advice Bureau (Holdings) Plc at the reporting date have been included in the consolidated financial statements. The subsidiaries are as follows:
| Company name | Country of Incorporation | Percentage of ordinary shares held | Nature of business |
| Mortgage Advice Bureau Limited | England and Wales | 100 | Provision of financial services |
| Mortgage Advice Bureau (Derby) Limited | England and Wales | 100 | Provision of financial services |
| Capital Protect Limited | England and Wales | 100 | Provision of financial services |
| Mortgage Talk Limited | England and Wales | 100 | Provision of financial services |
| Talk Limited | England and Wales | 100 | Intermediate holding company |
| Mortgage Advice Bureau Australia (Holdings) PTY Limited | Australia | 100 | Intermediate holding company |
| Mortgage Advice Bureau PTY Limited | Australia | 100 | Holding of intellectual property |
| MABWM Limited | England and Wales | 100 | Dormant |
| Mortgage Advice Bureau (UK) Limited | England and Wales | 100 | Dormant |
| MAB (Derby) Limited | England and Wales | 100 | Dormant |
| L&P 137 Limited | England and Wales | 100 | Dormant |
| Mortgage Talk (Partnership) Limited | England and Wales | 100 | Dormant |
| Financial Talk Limited | England and Wales | 100 | Dormant |
| Survey Talk Limited | England and Wales | 100 | Dormant |
| L&P 134 Limited | England and Wales | 100 | Dormant |
| Loan Talk Limited | England and Wales | 100 | Dormant |
Acquisitions
On 8 December 2016 the Group acquired a 100% interest in Mortgage Advice Bureau Australia (Holdings) PTY Limited which was a newly incorporated entity. Mortgage Advice Bureau Australia (Holdings) PTY Limited has a 100% equity stake in Mortgage Advice Bureau PTY Limited and also a 45% equity stake in MAB Broker Services PTY Limited.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
14 Subsidiaries (continued)
Mortgage Advice Bureau (Holdings) Plc holds 100% of the ordinary share capital of Mortgage Advice Bureau Limited and Talk Limited.
Mortgage Advice Bureau Limited holds 100% of the ordinary share capital of Mortgage Advice Bureau (Derby) Limited, Capital Protect Limited, MABWM Limited and Mortgage Advice Bureau Australia (Holdings) PTY Limited.
Talk Limited holds 100% of the ordinary share capital of Mortgage Talk Limited, L&P 137 Limited, Mortgage Talk (Partnership) Limited, Financial Talk Limited and Survey Talk Limited.
Mortgage Talk Limited holds 100% of the ordinary share capital of Loan Talk Limited.
Mortgage Advice Bureau Australia (Holdings) PTY Limited holds 100% of the ordinary share capital of Mortgage Advice Bureau PTY Limited.
L&P 137 Limited holds 100% of the ordinary share capital of L&P 134 Limited.
There are no restrictions regarding the utilisation of cash or other resources held by any subsidiary.
15 Trade and Other Receivables
| 2016 | 2015 | ||
| £'000 | £'000 | ||
| Trade receivables not past due | 757 | 564 | |
| Trade receivables past due but not impaired | 55 | 49 | |
| Trade receivables past due but impaired | 481 | 459 | |
| Trade receivables | 1,293 | 1,072 | |
| Less provision for impairment of trade receivables | (481) | (459) | |
| Trade receivables - net | 812 | 613 | |
| Amounts due from associates | 318 | 116 | |
| Prepayments and accrued income | 2,126 | 2,123 | |
| 3,256 | 2,852 |
Trade and other receivables are all current and the book value is the same as their fair value. Trade receivables are reviewed for impairment if they are past due and are not repaid within the terms of the contracts.
Trade receivables include advances granted to Appointed Representatives, which have contractual repayment terms. These advances are considered to be past due when there is a delinquency in interest or principal payments.
Also included in trade receivables are amounts due from Appointed Representatives relating to commissions that are refundable to the Group when policy lapses or other reclaims exceed new business. As these balances have no credit terms, the Board of Directors consider these to be past due if they are not received within seven days. In the management of these balances, the Directors can recover them from subsequent new business entered into with the Appointed Representative or utilise payables that are owed to the same counterparties and included within payables as the Group has the legally enforceable right of set off in such circumstances. These payables are considered sufficient by the Directors to recover receivable balances should they default, and, accordingly, credit risk in this respect is minimal.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
15 Trade and Other Receivables (continued)
In light of the above, the Directors do not consider that disclosure of an aging analysis of past due but not impaired receivables would provide useful additional information. The Group has not recognised a provision for impairment of these balances because there is no objective evidence that they are impaired. Further information on the credit quality of financial assets is set out in note 18.
A summary of the movement in the provision for the impairment of receivables is as follows:
| 2016 | 2015 | ||
| £'000 | £'000 | ||
| At 1 January | 459 | 441 | |
| Impairment losses recognised | 25 | 20 | |
| Impairment provisions no longer required | (3) | (2) | |
| At 31 December | 481 | 459 |
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above less collateral held as security. Details of security held are given in note 18.
No other balances are past due or impaired.
16 Cash and cash equivalents
| 2016 £'000 |
2015 £'000 |
|||||||
| Unrestricted cash and bank balances | 10,811 | 8,189 | ||||||
| Bank balances held in relation to retained commissions | 7,900 | 5,767 | ||||||
| Cash and cash equivalents | 18,711 | 13,956 | ||||||
Bank balances held in relation to retained commissions earned on an indemnity basis in relation to life policies are held to cover potential future lapses in Appointed Representatives commissions. Operationally the Group does not treat these balances as available funds. An equal and opposite liability is shown within Trade Payables (note 17).
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
17 Trade and Other Payables
| 2016 £'000 |
2015 £'000 |
|||||||
| Appointed Representatives retained commission | 7,900 | 5,767 | ||||||
| Other trade payables | 2,655 | 2,224 | ||||||
| Trade payables | 10,555 | 7,991 | ||||||
| Social security and other taxes | 240 | 242 | ||||||
| Other payables | 20 | 53 | ||||||
| Accruals | 1,590 | 1,233 | ||||||
| 12,405 | 9,519 | |||||||
Should a life policy be cancelled within four years of inception, a proportion of the original commission will be clawed back by the insurance provider. The majority of any such repayment is payable by the Appointed Representative. It is the Group's policy to retain a proportion of commission payable to the Appointed Representative to cover such potential future lapses; these sums remain a liability of the Group. This commission is held in a separate ring fenced bank account as described in note 16.
As at 31 December 2016 and 31 December 2015, the book value of trade and other payables approximates their fair value given that they are short term in nature.
Appointed Representatives retained commission is expected to be payable after more than one year. Other trade payables normally fall due within 30 to 60 days.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
18 Financial Instruments - risk management
The Group is exposed through its operations to the following financial risks:
· Credit risk
· Liquidity risk
· Interest rate risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
Principal financial instruments
| The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows |
|||||||||
| · Trade and other receivables | |||||||||
| · Cash and cash equivalents | |||||||||
| · Trade and other payables |
The Group does not issue or use financial instruments of a speculative nature. A summary of financial instruments held by category is provided below:
| Financial assets | 2016 | 2015 |
| £'000 | £'000 | |
| Cash and cash equivalents | 18,711 | 13,956 |
| Trade and other receivables | 1,130 | 729 |
| Total financial assets | 19,841 | 14,685 |
| Financial liabilities | 2016 | 2015 |
| £'000 | £'000 | |
| Trade and other payables | 12,405 | 9,519 |
| Total financial liabilities | 12,405 | 9,519 |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
18 Financial Instruments - risk management (continued)
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk management objectives and policies and designs and operates processes that ensure the effective implementation of the objectives and policies to the Group's finance function. The Board sets guidelines to the finance team and monitors adherence to its guidelines on a monthly basis.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below.
Credit risk
Credit risk is the risk of financial loss to the Group if a trading partner or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from loans to its trading partners. It is Group policy to assess the credit risk of trading partners before advancing loans or other credit facilities. Assessment of credit risk utilises external credit rating agencies. Personal guarantees are generally obtained from the directors of its trading partners.
Quantitative disclosures of the credit risk exposure in relation to financial assets are set out below. Further disclosures regarding trade and other receivables are given in note 15.
| Financial assets - maximum exposure | 2016 | 2015 | |
| £'000 | £'000 | ||
| Cash and cash equivalents | 18,711 | 13,956 | |
| Trade and other receivables | 1,130 | 729 | |
| Total financial assets | 19,841 | 14,685 |
The carrying amounts stated above represent the Group's maximum exposure to credit risk for trade and other receivables. An element of this risk is mitigated by collateral held by the Group for amounts due to them.
Trade receivables consist of a large number of unrelated trading partners and therefore credit risk is limited. Due to the large volume of trading partners the Group does not consider that there is any significant credit risk as a result of the impact of external market factors on their trading partners. Additionally, within trade payables are amounts due to the same trading partners that are included in trade receivables; this collateral of £509,169 (2015: £398,480) significantly reduces the credit risk.
The Group's credit risk on cash and cash equivalents is limited because the Group places funds on deposit with several UK banks all of whom are A or BBB+ rated where applicable.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
18 Financial Instruments - risk management (continued)
Credit risk (continued)
Interest rate risks
The Group's interest rate risk arises from cash on deposit. The Group aims to maximise its return on cash on deposit whilst ensuring that cash is available to meet liabilities as they fall due. Current market deposit interest rates are minimal and therefore any fall in these rates is unlikely to have a significant impact on the results of the Group.
Foreign exchange risk
As the Group does not operate outside of the United Kingdom and has only one investment outside the UK, it is not exposed to any material foreign exchange risk.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and finance charges. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Group's trade and other payables are repayable within one year from the reporting date.
The Board receives annual 12 -month cash flow projections based on working capital modelling as well as information regarding cash balances monthly. At the end of the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances. Additionally the Group has financial resource requirements set by its regulator, the Financial Conduct Authority. The Board has set a policy to ensure that adequate capital is maintained to ensure that these externally set financial resource requirements are exceeded at all times. Quarterly reports are made to the Financial Conduct Authority and submission is authorised by the Finance Director, at which time capital adequacy is re-assessed.
Capital management
The Group monitors its capital which consists of all components of equity (i.e. share capital, share premium, capital redemption reserve, share option reserve and retained earnings).
The Group's objectives when maintaining capital are
· To safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.
· To ensure that capital is maintained at all times to ensure that financial resource requirements set by its regulator, the Financial Conduct Authority, are exceeded at all times.
· To ensure the Group has the cash available to develop the services provided by the Group to provide an adequate return to shareholders.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
19 Provisions
| Clawback provision | 2016 £'000 |
2015 £'000 |
| At 1 January | 918 | 751 |
| Charged to the statement of comprehensive income | 301 | 167 |
| At 31 December | 1,219 | 918 |
The provision relates to the estimated cost of repaying commission income received upfront on life assurance policies that may lapse in the four years following issue. Provisions are held in the financial statements of two of the group's subsidiaries: Mortgage Advice Bureau Limited and Mortgage Advice Bureau (Derby) Limited. The exact timing of any clawbacks is uncertain and the provision was based on the Directors' best estimate, using industry data where available, of the probability of clawbacks to be made.
20 Deferred Tax
Deferred tax is calculated in full on temporary differences using a tax rate of 17% (2015: 18%). The reduction in the main rate of corporation tax as set out in note 8 has been applied to deferred tax balances which are expected to reverse in the future.
The movement in deferred tax is shown below:
| 2016 £'000 |
2015 £'000 |
|
| Deferred tax liability - opening balance | (28) | (25) |
| Recognised in the statement of comprehensive income | 60 | (3) |
| Deferred tax asset/(liability) - closing balance | 32 | (28) |
The deferred tax balance is made up as follows:
| 2016 £'000 |
2015 £'000 |
||
| Accelerated capital allowances | (40) | (28) | |
| Share-based payment | 72 | - | |
| Net deferred tax asset/(liabilities) | 32 | (28) |
| Reflected in the statement of financial position as follows: | 2016 £'000 |
2015 £'000 |
|
| Deferred tax liability | (40) | (28) | |
| Deferred tax asset | 72 | - | |
| Deferred tax asset/(liabilities) net | 32 | (28) |
Deferred tax liabilities have arisen due to capital allowances which have been received ahead of the depreciation charged in the accounts.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
21 Share Capital
| Issued and fully paid | 2016 £'000 |
2015 £'000 |
|
| Ordinary shares of 0.1p each | 51 | 51 | |
| Total share capital | 51 | 51 |
22 Reserves
The Group's policy is to maintain an appropriate capital base and comply with its externally imposed capital requirements whilst providing maximum shareholder value.
The following describes the nature and purpose of each reserve within equity:
| Reserve | Description and purpose |
| Share premium | Amount subscribed for share capital in excess of nominal value. |
| Capital redemption reserve Share option reserve |
The capital redemption reserve represents the cancellation of part of the original share capital premium of the company at par value of any shares repurchased. The fair value of equity instruments granted by the Company in respect of share based payment transactions. |
| Retained earnings | All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere. |
There is no restriction on the distribution of retained earnings.
23 Retirement Benefits
The Group operates a defined contribution pension scheme for the benefit of its employees and also makes contributions to a self-invested personal pension ("SIPP"). The assets of the scheme and the SIPP are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the SIPP and amounted to £149,400 (2015: £112,658). There were no contributions payable to the fund or the SIPP at the statement of financial position date (2015: £20,023, included in other payables).
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
24 Related Party Transactions
At 31 December 2015 there was a loan outstanding from Pinnacle Surveyors (England & Wales) Limited a subsidiary of an associated company, of £16,000 included in trade and other receivables. The loan was repaid in full during the year ended 31 December 2016.
At 31 December 2016 there was a loan outstanding from Buildstore Limited, an associated company, of £65,000 (2015: £100,000) included in trade and other receivables. During the year the Group paid commissions of £1,499,513 (2015: £1,364,453) to Buildstore Limited.
During the year the Group received introducer commission from MAB Wealth Management Limited, an associated company of £9,345 (2015: £6,147). There is no balance outstanding with MAB Wealth Management Limited at 31 December 2016 (2015: £nil).
During the year the Group received introducer commission from Sort Limited, a subsidiary of an associated company of £181,105 (2015: £12,758). A loan of £5,195 was made to Sort Group Limited, an associated company during the year but this was repaid by 31 December 2016. There is no balance outstanding with Sort Group Limited at 31 December 2016 (2015: £nil).
During the year the Group paid commission to Clear Mortgage Solutions Limited, an associated company of £877,217.
During the year the Group paid commission to Freedom 365 Mortgage Solutions Limited, an associated company of £5,400. At 31 December 2016 there was a loan outstanding from Freedom 365 Mortgage Solutions Limited of £105,000 included in trade and other receivables.
During the year the Group paid commission to Vita Financial Limited, an associated company of £208,445.
At 31 December 2016 there was a loan outstanding from MAB Broker Services PTY Limited, an associated company of £148,138 (AUD250,000) included in trade and other receivables.
The Group's related party transactions in the year include the remuneration of the directors' emoluments, pension entitlements and share-based payments disclosed in note 6 of the financial statements.
During the year the Group received dividends from associated companies as follow:
| 2016 £'000 |
2015 £'000 |
|
|---|---|---|
| CO2 Commercial Limited | 357 | 257 |
| Capital Private Finance Limited | 210 | 329 |
| Total | 567 | 586 |
Capital Private Finance Limited was sold on 31 July 2016 and ceased to be an associated company from that date.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
25 Ultimate Controlling Party
There is no ultimate controlling party.
26 Share based payments
Mortgage Advice Bureau Executive Share Option Plan
The Group operates two equity-settled share based remuneration schemes for Executive Directors and certain senior management, one being an approved scheme, the other unapproved, but with similar terms. Half of the options are subject to a total shareholder return (TSR) performance condition and the remaining half are subject to an earnings per share (EPS) performance condition. The options in both schemes vest as follows:
For options outstanding at 1 January 2016:
· 25% based on performance to 31 March 2017, exercisable between that date and 11 November 2022,
· 25% based on performance to 31 March 2018, exercisable between that date and 11 November 2022,
· 25% based on performance to 31 March 2018, exercisable between 31 March 2019 and 11 November 2022,
· 25% based on performance to 31 March 2018, exercisable between 31 March 2020 and 11 November 2022,
For options granted during the year:
· 100% based on performance to 31 March 2019, exercisable between that date and 3 May 2024
The number and weighted average exercise prices (WAEP) of, and movements in, share options during the year for the Mortgage Advice Bureau Executive Share Option Plan:
| 2016 WAEP £ |
2016 Number |
2015 WAEP £ |
2015 Number |
|
|---|---|---|---|---|
| Outstanding at 1 January | 1.63 | 1,400,342 | 1.60 | 1,325,000 |
| Granted during the year | 3.58 | 771,480 | 2.19 | 75,342 |
| Outstanding at 31 December | 2.32 | 2,171,822 | 1.63 | 1,400,342 |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
26 Share based payments (continued)
On 4 May 2016, 771,480 options over ordinary shares of 0.1 pence each in the Company were granted to the Executive Directors and senior executives under the Mortgage Advice Bureau Executive Share Option Plan. The exercise price of the options of 357.75p is equal to the average of the last three business days' closing price for the ordinary shares of the Company at the date of grant. The options are subject to the achievement of performance conditions based on total shareholder return and earnings per share criteria.
For the share options outstanding under the Mortgage Advice Bureau Executive Share Option Plan as at 31 December 2016, the weighted average remaining contractual life is 1.96 years (2015: 2.75 years).
The following information is relevant in the determination of the fair value of options granted during the year under the equity-settled share based remuneration scheme operated by the Group.
| 2016 | 2015 | |
| Equity-settled | ||
| Option pricing model - EPS | Black-Scholes | Black-Scholes |
| Option pricing model - TSR | Stochastic | Stochastic |
| Exercise price | £3.5775 | £2.19 |
| Expected volatility | 30% | 30% |
| Expected dividend yield | 4.0% | 7.2% |
| Risk free interest rate | 0.47% | 0.6% - 1.29% |
Expected volatility is a measure of an amount by which the share price is expected to fluctuate during a period. As the Company only listed in November 2014 there is insufficient historical data. We have therefore used a proxy volatility figure based on the median volatilities of dividend paying FTSE AIM 100 companies over each of the expected terms.
Dividends paid on shares reduce the fair value of an award as a participant does not receive the dividend income on these shares. For the share options granted during the year the historic dividend yield has been used, calculated as dividends announced in the 12 months prior to grant calculated as a percentage of the share price on the date of grant to give a dividend yield of 4.0%.
The Options offer participants the opportunity to benefit from increasing per share value without risking the current per share price. The risk-free rate used is the rate of interest obtainable from UK government securities as at the date of grant over the expected terms
The options granted this year have vesting periods of 3.0 years from the date of grant and the calculation of the share based payment is based on these vesting periods.
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
26 Share based payments (continued)
MAB AR Option Plan
The Group operates an equity-settled share plan, the AR Option Plan, to reward selected ARs of the Group. The AR Option Plan provides for options which have a nominal exercise price of price of 0.01 pence per Share (or, for any individual AR, not less than £1 on each occasion of exercise) to acquire Ordinary Shares subject to performance conditions. Certain criteria must be met in order for ARs to be eligible, including using the Mortgage Advice Bureau brand and being party to an AR Agreement which provides for an initial contract term of at least five years at the date of grant. The AR Options will normally become exercisable following the fifth anniversary of grant subject to the satisfaction of performance conditions based on financial and other targets, including quality of consumer outcomes, compliance standards and continued use of the Mortgage Advice Bureau brand.
The number and weighted average exercise prices (WAEP) of, and movements in, share options during the year for the MAB AR Option Plan:
| 2016 WAEP |
2016 Number |
2015 WAEP |
2015 Number |
|
|---|---|---|---|---|
| Outstanding at 1 January | 0.01p | 255,000 | - | - |
| Granted during the year | - | 0.01p | 255,000 | |
| Outstanding at 31 December | 0.01p | 255,000 | 0.01p | 255,000 |
For the share options outstanding under the MAB AR Option Plan as at 31 December 2016, the weighted average remaining contractual life is 3.4 years (2015: 4.4 years).
The following information is relevant in the determination of the fair value of options granted during the year under the equity-settled share based MAB AR Option Plan operated by the Group.
| 2016 | 2015 | |
| Equity-settled | ||
| Option pricing model | - | Black-Scholes |
| Exercise price | - | 0.01p |
| Expected volatility | - | 30% |
| Expected dividend yield | - | 7.1% |
| Risk free interest rate | - | 1.33% |
Notes to the consolidated financial statements
for the year ended 31 December 2016 (continued)
26 Share based payments (continued)
Expected volatility is a measure of an amount by which the share price is expected to fluctuate during a period. As the Company only listed in November 2014 there is insufficient historical data. We have therefore used a proxy volatility figure based on the medium volatilities, of dividend paying FTSE AIM 100 companies over each of the expected terms.
Dividends paid on shares reduce the fair value of an award as a participant does not receive the dividend income on these shares. For the share options granted during 2015 the stub dividend in respect of the period from Admission to 31 December 2014 has been annualised and divided at the share price at date of grant to give a dividend yield of 7.1%.
The options offer participants the opportunity to benefit from increasing per share value without risking the current per share price. The risk-free rate used is the rate of interest obtainable from UK government securities as at the date of the grant over the expected terms.
The options granted in 2015 have a vesting period of 5 years from the date of grant and calculation of the share-based payment is based on these vesting periods.
Share-based remuneration expense
The share-based remuneration expense of £315,223 (2015: £250,167) includes the charge for the equity-settled schemes of £221,717 (2015: £146,717) and the matching element of the Group's Share Incentive Plan for all employees of £52,506 (2015: £47,312).
The Group did not enter into any share-based payment transactions with parties other than employees or it's Appointed Representatives during the current or previous period.
27 Contingent Liabilities
The group had no contingent liabilities at 31 December 2016 or 31 December 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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