17 September 2024
JTC PLC
(the "Company") together with its subsidiaries (the "Group" or "JTC")
Interim results for the period ended 30 June 2024
Accelerated start to Cosmos era with strong organic performance and strategic M&A
| | As reported | Underlying* | ||||
| | H1 2024 | H1 2023 | Change | H1 2024 | H1 2023 | Change |
| Revenue (£m) | 147.1 | 121.5 | +21.1% | 147.1 | 121.5 | +21.1% |
| EBITDA (£m) | 46.4 | 36.5 | +27.3% | 49.1 | 40.2 | +22.3% |
| EBITDA margin* | 31.6% | 30.0% | +1.6pp | 33.4% | 33.1% | +0.3pp |
| Operating profit/EBIT (£m) | 31.9 | 24.7 | +29.2% | 34.6 | 28.4 | +22.0% |
| Profit before tax (£m) | 19.9 | 11.9 | +67.0% | 23.1 | 19.7 | +17.3% |
| Earnings per share (p)** | 11.41 | 7.61 | +50.0% | 19.87 | 18.16 | +9.4% |
| Cash conversion* | 104% | 113% | -9.0pp | 104% | 113% | -9.0pp |
| Net debt (£m) | 150.5 | 44.6 | +105.9 | 131.9 | 28.0 | +103.9 |
| Interim dividend per share (p) | 4.3 | 3.5 | +22.9% | 4.3 | 3.5 | +22.9% |
* For further information on our alternative performance measures (APMs) see the appendix to the CFO Review.
** Average number of shares (thousands) for H1 2024: 162,079 (H1 2023: 147,075).
STRONG FINANCIAL PERFORMANCE
· Revenue +21.1% to £147.1m (H1 2023: £121.5m)
· Underlying EBITDA +22.3% to £49.1m (H1 2023: £40.2m) with an underlying EBITDA margin of 33.4% (H1 2023: 33.1%)
· Outstanding LTM net organic revenue growth of 12.5%, ahead of our upgraded guidance of 10%+ per annum
· Strong US gross revenue growth of 83.4%
· Record new business wins +28.8% to £18.8 (H1 2023: £14.6m)
· Further reduction in client attrition to 4.8% (LTM H1 2023: 5.7%) reflecting the longevity and strength of client relationships
· Underlying cash conversion of 104% (H1 2023: 113%)
· Leverage at 1.39x underlying EBITDA at period end, below the guidance range of 1.5x - 2.0x
· Interim dividend +22.9% to 4.3p (H1 2023: 3.5p)
DISCIPLINED AND STRATEGIC M&A ACTIVITY
· During the period, we added four businesses to our platform that are balanced between the divisions, were all acquired at attractive multiples and funded from existing facilities
· FFP, announced in June, broadens our scope of expertise with its leading position in complex engagements including restructurings, insolvencies and disputes, and will form a core pillar of our new Governance Services business line, which is being developed in conjunction with the Group Commercial Office as well as cementing JTC's leadership position in the Cayman Islands
· Blackheath Capital and Hanway Advisory, both in the UK, and First Republic Trust Company (FRTC) in Delaware, USA, were all bolt-on in size and are integrating swiftly
· SDTC enjoyed its one year anniversary as part of the JTC Group in August, and we are delighted with its integration and financial performance, contributing to gross growth of 83.4% in the region
· Post period end we announced two further deals. The acquisition of the Buck share plan business, to scale our existing Employer Solutions business, and the acquisition of Citi's global trust company business which we expect to be a transformational addition to the Group
ACCELERATED START TO THE COSMOS ERA
· Good momentum continues and the Group expects to deliver full year results in line with management guidance and current market expectations
· All of the recent acquisitions offer significant growth opportunities; in particular, Citi Trust, which will form part of the PCS Division, will make JTC the largest independent global trust company business. Within the ICS Division, FFP will be the foundation of our Governance Services practice, which will be branded Northpoint Governance
· Good pipeline of further consolidation opportunities across both the ICS and PCS Divisions and target growth markets over the medium-term
· All medium-term guidance metrics maintained or exceeded as JTC starts the Cosmos era: net organic revenue growth of 10%+ per annum; underlying EBITDA margin of 33% - 38%; cash conversion of 85% - 90% and net debt of between 1.5x - 2.0x underlying EBITDA
Nigel Le Quesne, CEO of JTC PLC, said:
"We have made a strong start to the Cosmos era, with record new business wins, organic growth above our upgraded guidance at a stable margin even as we continue to invest in growth. A particular highlight has been our M&A activity with four acquisitions announced or completed during the period. Post period end, we were pleased to announce the acquisition of Buck as an addition to our Employer Solutions business and the significant acquisition from Citibank of Citi Trust, its global trust company business. This is a transformational deal for the Group and the PCS Division, cementing JTC as one of the world's largest independent trust company businesses.
Our commitment to ownership for all employees remains our defining characteristic and while it did not fall directly within the period, I must mention our most recent Shared Ownership event, through which £50m of 'warehoused' shares from our Employee Benefit Trust, were awarded to our global workforce in recognition of their collective achievement to double the size of the Group in just three years by delivering our Galaxy Era plan. As always, I thank our employee-owners for their dedication to our clients and for bringing the JTC culture to life."
ENQUIRIES
| JTC PLC | | +44 (0) 1534 700 000 |
| Nigel Le Quesne, Chief Executive Officer | | |
| Martin Fotheringham, Chief Financial Officer | | |
| David Vieira, Chief Communications Officer | | |
| | | |
| Camarco | | |
| Geoffrey Pelham-Lane | | +44 (0) 7733 124 226 |
| Sam Morris | |
A presentation for analysts will be held at 09:30 BST today via Zoom video conference. The slides and an audio-cast of the presentation will subsequently be made available on the JTC website www.jtcgroup.com/investor-relations
FORWARD LOOKING STATEMENTS
This announcement may contain forward looking statements. No forward-looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward-looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward-looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement.
ABOUT JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business, and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
CHIEF EXECUTIVE OFFICER'S REVIEW
ACCELERATED START TO THE COSMOS ERA
NIGEL LE QUESNE
CHIEF EXECUTIVE OFFICER
We are exceptionally proud of the Group's continued ability to deliver against stretching multi-year business plans, which we call eras. Having completed the Galaxy era by the end of 2023, some two years early, we carried the momentum into the new year as we embarked on the Cosmos era in January 2024. The Group's ability to perform persists with the strong financial performance and disciplined and attractive M&A delivery underpinning our progress. We are particularly pleased with the pace with which we have been able to conduct M&A activity, adding four businesses to our platform in the period, as well as the post period announcements of Buck, a bolt-on that will form part of our Employer Solutions business, and the significant acquisition of Citi's global trust company business, which will sit within the PCS Division and cement our position as one of the world's largest independent trust company businesses. Moving forward we will continue to maintain our disciplined approach to M&A and have a strong pipeline of further opportunities.
H1 2024 FINANCIAL PERFORMANCE
Revenue grew 21.1% to £147.1m with very good net organic growth of 12.5%, ahead of our medium-term guidance that was revised upwards to 10%+ for the Cosmos era, following a 'purple patch' of record organic growth in 2023. Underlying EBITDA rose by 22.3% to £49.1m (H1 2023: £40.2m), with an underlying EBITDA margin of 33.4% (H1 2023: 33.1%). We once again saw record new business wins of £18.8m up 28.8% period on period (H1 2023: £14.6m). Underlying cash conversion was 104% (H1 2023: 113%), reflecting appropriate investment in our infrastructure. At the period end, leverage was 1.39x underlying EBITDA, below our medium-term guidance of between 1.5x and 2.0x underlying EBITDA. Based on these results and the Board's confidence in JTC's ability to continue to deliver consistent returns to shareholders, our interim dividend has increased by 22.9% to 4.3 pence per share.
PRIVATE CLIENT SERVICES DIVISION
Revenue increased strongly by 46.1% to £59.6m (H1 2023: £40.8m) with sector-leading net organic growth of 13.9% (H1 2023: 18.6%) and a similarly impressive increase of 51.6% in underlying EBITDA to £22.3m (H1 2023: £14.7m). The underlying EBITDA margin increased by 1.4pp to 37.4% (H1 2023: 36.0%). The Division continued to leverage the introduction of new services and secured significant new mandates across the platform resulting in record new business wins of £8.1m (H1 2023: £3.7m) for the period.
In particular, the performance of our US business has been strong, with the addition of SDTC to our existing platform, which celebrated its one year anniversary in August, and the addition of FRTC in Delaware, all providing additional scale and delivering performance in the high growth US market. Post period end, we were delighted to announce the acquisition of Citi's global trust company business. This is a transformational deal for the Division and makes JTC one of the largest global independent trust company businesses.
INSTITUTIONAL CLIENT SERVICES DIVISION
Revenue increased by 8.5% to £87.5m (H1 2023: £80.7m) and underlying EBITDA was up 5.5% to £26.9m (H1 2023: £25.5m). The underlying EBITDA margin stood slightly lower at 30.7% (H1 2023: 31.6%). We saw robust net organic growth of 11.9% (H1 2023: 22.4%) and new business wins of £10.7m (H1 2023: 10.9m).
Three of the four acquisitions during the period now form part of the ICS Division, with FFP being the catalyst and a core pillar for a new Governance Services practice, which we are calling Northpoint Governance Services. We look forward to developing this offering in conjunction with the Group Commercial Office and expect it to be launched in 2025. The additions of Blackheath and Hanway brought ManCo, company secretarial and regulatory oversight services to our UK client base and service capabilities. Post period end, we also acquired the Buck share plan administration business, accelerating our share plan administration ambitions and trustee services in the UK, Guernsey and Germany, which forms part of our Employer Solutions business line.
We welcomed Kate Beauchamp as the new Head of the Division this month. Her outstanding executive credentials and track record, along with her former role as a NED on our Board, where she was also Chair of the Governance & Risk committee, provide the perfect background and a seamless transition to her role as global leader of ICS. We are delighted to have her as part of the senior management team and look forward to growing the Division even further under her stewardship.
GOVERNANCE SERVICES PRACTICE
The acquisition of FFP, which will form a cornerstone of the Governance Services practice, reflects the '2+2=5' intersection between our innovative Group Commercial Office and the JTC's disciplined and strategic approach to M&A. During the Cosmos era, we will work to capitalise on what we see as a substantial opportunity across the Group to develop the business line and we are excited to leverage this expertise into the markets where we already have a well-established presence. The revenues from these activities, which will be marketed under the Northpoint Governance Services brand, will be reflected in the Institutional Client Services Division going forward.
SHARED OWNERSHIP
Post period end, and in recognition of the tremendous success of the Galaxy era, we awarded £50m of 'warehoused' shares from our Employee Benefit Trust to our entire global workforce. This was the fourth Shared Ownership award in our history and to date, more than £400m of value has been created for JTC employee-owners.
I have no doubt that our commitment to shared ownership for all staff is responsible for our continued successes. It has been fundamental to our 36 years of revenue and profit growth, our industry low staff turnover, which currently stands at 4% Group-wide, and the ambition and spirit of the top quality JTC team at all levels of the organisation. The Award is well deserved and will have energised the whole team to succeed in the Cosmos era, and beyond.
RISK
The principal risks facing the Group remain as set out in the JTC Annual Report and Accounts 2023 (pages 59 to 63). The Group's principal risks are periodically re-examined and reported by the Chief Risk Officer to the Governance and Risk Committee with an assessment on (i) their impact if they were to occur and (ii) the likelihood of occurrence, together with a description of the controls and mitigation in place to manage those controls and any actions deemed necessary by the risk owner to further reduce the assessed residual risk. Ongoing material risks include acquisition risk, competitor and client demand risk, strategy risk, performance of business risk, client and process risk, data security risk, political/regulation risk, financial crime risk, fiduciary risk and adequate resource risk.
The regulatory environment continues to feature significantly in our markets. Regulators, globally, have applied increasingly stringent controls and monitoring in recent years, driven by International standard setters and the constant introduction of new regulations and regulatory powers. This is a consequence of a global industry, with local regulators and no 'lead regulator' concept. It is also reflective of a recognition of JTC as a large, impactful, leading firm that has an excellent record of regulatory compliance across our jurisdictions. We actively and positively engage with all our regulators, horizon scan, consult and assist with observations and advice.
While increased regulation leads to higher compliance costs we overwhelmingly see it as a tailwind for our business. Not only does it represent barriers to entry and to scale within our industry, but it also leads to our clients and potential clients requiring an increasing amount of expert assistance to remain compliant across the globe and therefore drives demand for such services.
Global macroeconomic developments and geopolitical tensions, persistent inflation, elevated interest rates, ongoing energy security challenges, and global political changes all present a particular set of risks that have the potential to slow investment and global growth. Whilst the Group is unable to control these risks we remain vigilant to their impact and respond proactively. Overall, we remain satisfied as to the effectiveness of the Group's risk analysis, management and culture, developed over 36 years of continuous growth at JTC.
DIVIDEND
The Board has declared an interim dividend of 4.3p per share, an increase of 0.8p period on period (H1 2023: 3.5p). The interim dividend will be paid on 25 October 2024 to shareholders on the register as at close of business on the record date of 27 September 2024. The shares will become ex-dividend on 26 September 2024.
OUTLOOK
Based on these results, we remain confident in the Group's continued success and ability to deliver against our ambitious Cosmos era business plan. As before, we will deliver this through a combination of organic and inorganic growth. In terms of the M&A pipeline, we continue to see potential opportunities and will maintain our selective and disciplined approach. Momentum has continued through 2024 and the Group expects to deliver full year results in line with management guidance and current market expectations.
Alongside leveraging the US platform built during the Galaxy era, the strong and disciplined start to M&A activity in 2024 will serve as an excellent foundation for continued success throughout the Cosmos era. Our strong financial performance with impressive organic growth, record new business wins, continued high cash conversion and the ability to de-lever, along with an increased interim dividend, are testament to the Board's confidence in JTC's ability to continue to deliver consistent growth.
NIGEL LE QUESNE
CHIEF EXECUTIVE OFFICER
CHIEF Financial OFFICER'S REVIEW
EXCELLENT AND CONSISTENT FINANCIAL PERFORMANCE
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
"We are pleased to once again report an excellent and consistent set of results. These reflect the nature of our business and our commitment to continued investment in the underlying business to deliver growth."
REVENUE
In H1 2024, revenue was £147.1m, an increase of £25.6m (+21.1%) from H1 2023. Revenue growth on a constant currency basis for H1 2024 was 22.5% (H1 2023: 27.9%).
Net organic growth for the last twelve months (LTM) ended 30 June 2024 was 12.5% (H1 2023: 21.0%), exceeding management's medium-term guidance range of 10% or higher. The rolling three-year average increased to 14.4% (H1 2023: 12.7%), a record high and reflects the impressive growth recorded over recent years.
Within organic growth, we have continued to see both strong volume and pricing growth. Continuing high inflation levels have contributed to higher levels of pricing growth.
Our largest 15 clients represent 9.3% (H1 2023: 11.5%) of our annual revenue, reducing customer concentration in the business. The new business pipeline is healthy, and after a number of new business wins in the last weeks of this reporting period now stands at £51.0m at the period end (31.12.2023: £54.9m).
Net organic growth was driven by gross new business revenues for the proceeding twelve months of £38.3m (LTM H1 2023: £44.1m). Within this we saw client attrition of 4.8% (LTM H1 2023: 5.7%), with the three-year average falling to 5.7% (H1 2023: 6.9%). The decrease in attrition was expected and reflects the increased longevity of our client relationships, which has been positively impacted by the high-quality acquisitions made in recent years.
The retention of revenues that were not end of life dropped slightly to 98.2% (LTM H1 2023: 98.6%) although the rolling three-year average improved to 98.3% (H1 2023: 97.9%). These have stayed consistently within a range of 96.6% to 99.0% in the 6 years since our IPO.
Geographical growth is summarised below, with the highlight being the 83.4% growth recorded in the US (H1 2023: 55.6%) with the region now representing 32% of our reported revenues (H1 2023: 21%).
| | | | | |
| | H1 2024 Revenue | H1 2023 Revenue | £ +/- | % +/- |
| UK & Channel Islands | £66.7m | £64.7m | +£2.0m | +3.2% |
| US | £46.4m | £25.3m | +£21.1m | +83.4% |
| Rest of Europe | £19.7m | £18.6m | +£1.1m | +5.7% |
| Rest of the World | £14.3m | £12.9m | +£1.4m | +11.0% |
| | £147.1m | £121.5m | +£25.6m | +21.1% |
LTM revenue growth, on a constant currency basis, is summarised as follows.
| | |
| LTM Revenue Jun 23 | £224.7m |
| Lost - JTC decision | (£1.0m) |
| Lost - Change of service provider | (£2.9m) |
| Lost - End of life/no longer required | (£6.7m) |
| Net more from existing clients | £24.1m |
| New clients | £14.2m |
| Acquisitions* | £29.9m |
| LTM Revenue Jun 24 | £282.3m |
* When JTC acquires a business, the acquired book of clients are defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £29.9m in the LTM to 30 June 2024 and is broken down as follows: Blackheath £0.2m, SDTC £27.4m and NYPTC £2.3m.
UNDERLYING EBITDA AND MARGIN PERFORMANCE
Underlying EBITDA in H1 2024 was £49.1m, an increase of £8.9m (22.3%) from H1 2023.
We have maintained our underlying EBITDA margin from 2023 of 33.4%, which is an increase from 33.1% in H1 2023. Whilst we continue to enjoy strong growth momentum, we will continue to invest into the infrastructure necessary to drive that growth thereby maintaining our market leading position.
PRIVATE CLIENT SERVICES
Revenue for the first six months of 2024 increased by 46.1% when compared with H1 2023.
LTM net organic growth, on a constant currency basis, was 13.9% (H1 2023: 18.6%) with standout growth reported in the US and Caribbean. The rolling three-year average now stands at 12.2% (H1 2023: 10.8%).
Attrition for the Division was consistent at 5.3% (H1 2023: 4.9%), of which 4.0% (H1 2023: 3.0%) were for end of life losses.
LTM revenue growth, on a constant currency basis, is summarised below.
| REVENUE GROWTH PCS | |
| LTM Revenue Jun 23 | £73.3m |
| Lost - JTC decision | (£0.2m) |
| Lost - Change of service provider | (£0.7m) |
| Lost - End of life/no longer required | (£2.8m) |
| Net more from existing clients | £6.4m |
| New clients | £7.0m |
| Acquisitions* | £29.7m |
| LTM Revenue Jun 24 | £112.7m |
* When JTC acquires a business, the acquired book of clients are defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £29.9m in the LTM to 30 June 2024 and is broken down as follows: SDTC £27.4m and NYPTC £2.3m.
The Division's underlying EBITDA margin increased from 36.0% in H1 2023 to an impressive 37.4% in H1 2024. This reflects both the successful integrations of NYPTC and SDTC, alongside the continued margin momentum seen in 2023.
INSTITUTIONAL CLIENT SERVICES
Revenue for the first 6 months of 2024 increased by 8.5% when compared with H1 2023.
LTM net organic growth, on a constant currency basis, was 11.9% (H1 2023: 22.4%) and broadly in line with expectations, where the main source of revenue growth continues to be from the US. The rolling three-year average now stands at 16.1% (H1 2023: 14.1%).
Attrition for the Division fell to 4.6% (H1 2023: 6.0%), of which 2.6% (H1 2023: 5.0%) was for end of life losses. As noted in the 2023 review, the improvement in attrition is largely attributable to the acquisition of the SALI and RBC cees businesses which have much longer mandates.
LTM revenue growth, on a constant currency basis, is summarised below.
| REVENUE GROWTH ICS | |
| LTM Revenue Jun 23 | £151.4m |
| Lost - JTC decision | (£0.8m) |
| Lost - Change of service provider | (£2.2m) |
| Lost - End of life/no longer required | (£3.9m) |
| Net more from existing clients | £17.7m |
| New clients | £7.2m |
| Acquisitions* | £0.2m |
| LTM Revenue Jun 24 | £169.6m |
* When JTC acquires a business, the acquired book of clients are defined as inorganic for the first two years of JTC ownership. Acquired clients contributed an additional £0.2m in the LTM to 30 June 2024 and is broken down as follows: Blackheath £0.2m.
The Division's underlying EBITDA margin decreased from 31.6% in H1 2023 to 30.7% in H1 2024. This is the result of continued investment in the business in order to capitalise on and maximise growth opportunities, increased regulatory obligations, and delays in the onboarding of work won which were largely outside of our control.
We remain confident that the continued investment in the Division will result in improved long-term returns.
PROFIT BEFORE TAX
The reported profit before tax was £19.9m (H1 2023: £11.9m).
The depreciation and amortisation charge increased to £14.6m from £11.8m in H1 2023. The major components of the £2.8m increase were £1.4m from acquired intangible assets (SDTC, NYPTC and Blackheath acquisitions) and £1.2m from increased depreciation charges on property, plant and equipment.
Adjusting for non-underlying items, the underlying profit before tax increased by 17.3% to £23.1m (H1 2023: £19.7m).
The relative increase was lower than the 22.3% growth reported in underlying EBITDA, and this was due to the increased interest expense (+£2.5m) on our borrowings that fund M&A activity.
At 30 June 2024, bank borrowings stood at £220.7m compared to £103.7m at 30 June 2023. Of the drawn down debt, £180m has been hedged at a fixed rate of c. 4.3% (excluding bank margin) with the remaining balance chargeable at the floating SONIA rate.
NON-UNDERLYING ITEMS
Non-underlying items incurred in the period totalled a £3.2m charge (H1 2023: £7.8m) and comprised the following:
| | H1 2024 £m | H1 2023 £m |
| EBITDA | | |
| Acquisition and integration costs | 2.3 | 3.5 |
| Office start-up costs | 0.2 | 0.1 |
| Other costs | 0.2 | 0.1 |
| Total non-underlying items within EBITDA | 2.7 | 3.7 |
| | | |
| Profit before tax | | |
| Items impacting EBITDA | 2.7 | 3.7 |
| Losses/(gains) on revaluation of contingent consideration | 0.3 | (0.2) |
| (Gain) on disposal of subsidiary | (0.1) | - |
| Foreign exchange losses | 0.3 | 4.3 |
| Total non-underlying items within profit before tax | 3.2 | 7.8 |
Acquisition and integration costs of £2.3m were £1.2m lower than H1 2023. Whilst we have seen increased M&A activity in 2024, H1 2023 included £2.6m of costs in relation to the SDTC acquisition that completed in H2 2023.
Office start-up costs of £0.2m included final costs in establishing the infrastructure to trade in Austria.
The loss on revaluation of contingent consideration relates to the perfORM earn-out where an updated Monte Carlo simulation resulted in an increased share price used to value the share element of the earn-out.
The foreign exchange loss of £0.3m relates to the revaluation of inter-company loans (H1 2023: £4.3m). Management considers these losses as non-underlying as they are unrealisable movements from the elimination of inter-company loans upon consolidation and do not relate to the underlying trading activities of the Group.
Tax
The net tax charge in the year was £1.5m (H1 2023: £0.8m). The cash tax charge was £2.3m (H1 2023: £1.6m), but this is reduced by deferred tax credits of £0.8m (H1 2023: £0.9m) mainly because of movements in relation to the value of acquired intangible assets held on the balance sheet. When excluding non-underlying items, our H1 2024 effective tax rate was 9.9% (H1 2023: 8.3%).
Whilst we have seen a slight increase in the tax rate in the period, we expect the rate for the full year to be in line with prior guidance.
The Group regularly reviews its transfer pricing policy, is fully committed to responsible tax practices and continues to be fully compliant with OECD guidelines. Whilst we are not legally required to publish our tax strategy, we consider it best practice to demonstrate transparency on tax matters and our Board-approved strategy is available online.
EARNINGS PER SHARE
Basic EPS increased by 50.0% to 11.41p. Taking into account non-underlying items and the adjustments that we make against profit for the year, our adjusted underlying EPS increased by 9.4% and was 19.87p (H1 2023: 18.16p).
Whilst still reporting in line with expectations, the growth of 9.4% is lower than underlying profit growth of 17.3%. This was due to the fund raise and subsequent issuance of shares that financed the SDTC acquisition.
Adjusted underlying basic EPS reflects the profit for the year adjusted to remove the impact of non-underlying items, amortisation of acquired intangible assets and associated deferred tax, amortisation of loan arrangement fees, impairment of intangible customer relationships and the unwinding of net present value discounts in relation to contingent consideration.
RETURN ON invested CAPITAL (ROIC)
Normalised ROIC for the last twelve months to 30 June 2024 was 13.0% (2023: 12.3%) which was significantly above our cost of capital. We measure ROIC on a post-tax basis and more information on our approach can be found in the CFO's Review appendix.
CASH FLOW AND DEBT
Underlying cash generated from operations was £51.0m (H1 2023: £45.2m) and underlying cash conversion was strong at 104% (H1 2023: 113%).
The current period is consistent with historic performance (recognising that H1 2023 was the best in our recent history) and management maintains its annual medium-term cash conversion guidance range of 85% - 90%.
As is normal, the business has seen cash conversion in the first half of year exceed 100% and this has primarily been due to annual invoices that are collected in advance of services being performed.
Reported net debt includes cash balances set aside for regulatory compliance purposes. Underlying net debt excludes these balances and at the period end was £131.9m compared with £28.0m at 30 June 2023.
The reason for the £103.9m increase is two-fold; the prior year included a temporary reduction driven by the timing of the receipt of the gross proceeds from the equity raise in advance of the SDTC acquisition, and the LTM period includes the £118m drawdown on 1 August 2023 to satisfy the SDTC consideration.
On 10 January 2024, the Group paid out £21.1m from its own cash to settle the SALI earn-out in full. We are pleased to report a slight reduction in our leverage to 1.39x (31.12.2023: 1.43x).
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
Statement of directors' responsibilities in respect of the interim financial statements
For the 6 month period ended 30 June 2024
"The directors' confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report."
Nigel Le Quesne Martin Fotheringham
Chief Executive Officer Chief Financial Officer
16 September 2024 16 September 2024
Appendix: Reconciliation of reported results to Alternative Performance Measures (APMs)
In order to assist the reader's understanding of the financial performance of the Group, APMs have been included to better reflect the underlying activities of the Group excluding specific items as set out in note 8 in the interim financial statements. The Group appreciates that APMs are not considered to be a substitute for, or superior to, IFRS measures but believes that the selected use of these may provide stakeholders with additional information which will assist in the understanding of the business.
An explanation of our key APMs and link to equivalent statutory measure has been detailed below.
| Alternative performance measure | Closest equivalent statutory measure | APM Definition / PURPOSE AND STRATEGIC LINK |
| net Organic revenue growth % | Revenue | Definition: Revenue growth from clients not acquired through business combinations and reported on a constant currency basis where the prior year results are restated using current year consolidated income statement exchange rates. Acquired clients are defined as inorganic for the first two years of JTC ownership. Purpose and strategic link: Enables the business to monitor growth excluding acquisitions and the impact of external exchange rate factors. The current strategy is to double the size of the business by a mix of organic and acquisition growth and the ability to monitor and set clear expectations on organic growth is vital to the successful execution of its business strategy. Management's medium-term guidance range is 10% or higher. |
| Underlying EBITDA % | Profit/(loss)
| Definition: Earnings before interest, tax, depreciation, and amortisation excluding non-underlying items (see note 8 of the interim financial statements).
Purpose and strategic link: An industry-recognised alternative measure of performance which has been at the heart of the business since its incorporation and therefore fundamental to the performance management of all business units. The measure enables the business to measure the relative profitability of servicing clients. Management's medium-term guidance range is 33% - 38%. |
| Underlying cash conversion % | Net cash from operating activities | Definition: The conversion of underlying EBITDA into cash excluding non-underlying items.
Purpose and strategic link: Measures how effectively the business is managing its operating cash flows. It differs to net cash from operating profits as it excludes non-underlying items and tax, the latter in order to better compare operating profitability to cash from operating activities. Management's medium-term guidance range is 85% - 90%. |
| Underlying leverage | Cash and cash equivalents | Definition: Leverage ratio showing the relative amount of third party debt (net of cash held in the business) that we have in comparison to underlying LTM EBITDA.
Purpose and strategic link: Ensures Management can measure and control exposure to reliance on third party debt in support of its inorganic growth. Management's medium-term guidance range is 1.5x - 2.0x. |
| Adjusted underlying BASIC EPS (p) | Basic Earnings Per Share | Definition: Reflects the profit after tax for the year adjusted to remove the impact of non-underlying items. Additionally, a number of other items relating to the Group's acquisition activities, including amortisation of acquired intangible assets and associated deferred tax, amortisation of loan arrangement fees, impairment of intangible customer relationships and the unwinding of NPV discounts in relation to contingent consideration, are removed.
Purpose and strategic link: Presents an adjusted underlying basic EPS which is used more widely by external investors and analysts, and is in addition the basis upon which the dividend is calculated. |
| return on invested capital (ROIC) | Profit/(loss)
| Definition: Reflects the net operating profit after tax divided by the average invested capital.
Purpose and strategic link: Measures the effectiveness of our capital allocation decisions in generating profit against deployed capital. An industry-accepted APM and one that both external investors and analysts use in addition to statutory measures. |
A reconciliation of our APMs to their closest equivalent statutory measure has been provided below.
1. Organic growth
| | H1 2024 £m | H1 2023 £m |
| Reported prior year full year revenue (2022 / 2021) | 200.0 | 147.5 |
| Less: reported prior year interim revenue (H1 2022, H1 2021) | (93.0) | (67.0) |
| Plus: reported interim revenue (H1 2023 / H1 2022) | 121.5 | 93.0 |
| Less: impact of exchange rate restatement* | (3.8) | (4.5) |
| Less: acquisition revenues | (4.1) | (12.4) |
| a. Prior period LTM organic revenue | 220.6 | 165.6 |
|
| | |
| Reported prior year full year revenue (2023 / 2022) | 257.4 | 200.0 |
| Less: reported prior year interim revenue (H1 2023 / H1 2022) | (121.5) | (93.0) |
| Plus: reported interim revenue (H1 2024 / H1 2023) | 147.1 | 121.5 |
| Less: impact of exchange rate restatement* | (0.8) | (1.1) |
| Less: acquisition revenues | (34.0) | (27.1) |
| b. Current period LTM organic revenue | 248.2 | 200.3 |
| | | |
| Net organic growth % (b/a) -1 | 12.5% | 21.0% |
2. underlying EBITDA
| | H1 2024 £m | H1 2023 £m |
| Reported profit | 18.5 | 11.2 |
| Add: | | |
| Income tax | 1.5 | 0.8 |
| Finance cost | 12.0 | 7.5 |
| Finance income | (0.7) | (0.3) |
| Other losses | 0.6 | 5.5 |
| Depreciation and amortisation | 14.6 | 11.8 |
| Non-underlying items within EBITDA* | 2.7 | 3.7 |
| Underlying EBITDA | 49.1 | 40.2 |
| Underlying EBITDA % | 33.4% | 33.1% |
*As set out in note 8 in the interim financial statements. A reconciliation of divisional EBTIDA can be found in note 6 of the interim financial statements.
3. underlying CASH CONVERSION
| | H1 2024 £m | H1 2023 £m |
| Net cash generated from operating activities | 45.9 | 41.5 |
| Less: | | |
| Non-underlying cash items* | 1.7 | 1.6 |
| Income taxes paid | 3.4 | 2.1 |
| a. Underlying cash generated from operations | 51.0 | 45.2 |
| b. Underlying EBITDA | 49.1 | 40.2 |
| Underlying cash conversion (a / b) | 104% | 113% |
*As set out in note 19.2 in the interim financial statements.
4. Underlying LEVERAGE
| | H1 2024 £m | H1 2023 £m |
| Cash and cash equivalents | 88.9 | 75.7 |
| Bank debt | (220.7) | (103.7) |
| a. Net debt - underlying | (131.9) | (28.0) |
| b. LTM underlying EBITDA | 94.8 | 75.5 |
| Leverage (a / b) | 1.39 | 0.37 |
5. Adjusted underlying basic eps
| | H1 2024 £m | H1 2023 £m |
| Profit for the year as per basic EPS | 18.5 | 11.2 |
| Less: | | |
| Non-underlying items* | 3.2 | 7.8 |
| Amortisation of customer relationships, acquired software and brands | 7.9 | 6.5 |
| Amortisation of loan arrangement fees | 0.6 | 0.4 |
| Unwinding of NPV discounts for contingent consideration | 2.8 | 1.6 |
| Temporary tax differences arising on amortisation of customer relationships, acquired software and brands | (0.8) | (0.9) |
| a. Adjusted underlying profit for the year | 32.2 | 26.7 |
| b. Weighted average number of shares | 162.1 | 147.1 |
| Adjusted underlying EPS (a / b) | 19.87 | 18.16 |
*As set out in note 8 in the interim financial statements.
6. return on invested capital
| | LTM 30.06.2024 £m | FY23 £m |
| Profit for the period | 29.1 | 21.8 |
| Add back: | | |
| Non-underlying items | 11.6 | 16.2 |
| Amortisation of customer relationships, acquired software and brands | 15.7 | 14.3 |
| Impairment of customer relationship intangible asset | 0.7 | 0.7 |
| Temporary tax differences arising on amortisation of customer relationships, acquired software and brands | (1.6) | (1.7) |
| Net finance costs | 22.5 | 18.4 |
| Tax estimate on financing costs | (0.3) | (0.3) |
| a. Net operating profit after tax | 77.6 | 69.5 |
|
| | |
| Opening invested capital (30.06.2023* / 31.12.2022) | 542.4 | 505.0 |
| + Closing equity | 518.5 | 503.9 |
| + Closing debt | 220.7 | 220.5 |
| - Closing cash | (88.9) | (97.2) |
| Closing invested capital | 650.3 | 627.2 |
| b. Average invested capital (opening + closing/2) | 596.4 | 566.1 |
| | | |
| c. ROIC (a / b) | 13.0% | 12.3% |
*Invested capital has been adjusted to add back the impact of the £62m gross proceeds from the equity raise in H1 2023. This adjustment ensures that the capital movements in relation to the SDTC acquisition (H2 2023) do not result in a misstatement of ROIC.
Independent review report to JTC PLC
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed JTC PLC's condensed consolidated interim financial statements (the "interim financial statements") in the Interim Financial Report (the "interim financial report") of JTC PLC for the six-month period ended 30 June 2024 (the "period").
Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
The interim financial statements comprise:
● the condensed consolidated interim balance sheet as at 30 June 2024;
● the condensed consolidated interim income statement for the period then ended;
● the condensed consolidated interim statement of comprehensive income for the period then ended;
● the condensed consolidated interim statement of changes in equity for the period then ended;
● the condensed consolidated interim statement of cash flows for the period then ended; and
● the explanatory notes to the condensed consolidated interim financial statements.
The interim financial statements included in the interim financial report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the International Auditing and Assurance Standards Board. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The interim financial report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim financial statements in the interim financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers CI LLP
Chartered Accountants
Jersey, Channel Islands
16 September 2024
(a) The maintenance and integrity of the JTC PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
(b) Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
JTC PLC
INTERIM FINANCIAL REPORT 30 JUNE 2024
UNAUDITED
Condensed consolidated interim income statement
Condensed consolidated interim statement of comprehensive income
Condensed consolidated interim balance sheet
Condensed consolidated interim statement of changes in equity
Condensed consolidated interim statement of cash flows
Notes to the condensed consolidated interim financial statements
1. Reporting entity
2. Significant changes in the current reporting period
3. Basis of preparation
4. Material accounting policies and standards
5. Critical accounting estimates and judgements
6. Operating segments
7. Staff expenses
8. Non-underlying items
9. Other losses
10. Finance cost
11. Income tax
12. Earnings per share
13. Business combinations
14. Goodwill and other intangible assets
15. Share capital and reserves
16. Contingent consideration
17. Loans and borrowings
18. Financial risk and capital management
19. Cash flow information
20. Related party transactions
21. Contingencies
22. Events occurring after the reporting period
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
| £'000 | Note | H1 2024 | H1 2023 |
| | | | |
| Revenue | 6 | 147,111 | 121,492 |
| Staff expenses | 7 | (77,793) | (61,616) |
| Other operating expenses | | (22,297) | (22,038) |
| Credit impairment losses | | (989) | (1,466) |
| Other operating income | | 24 | 22 |
| Share of profit of equity-accounted investee | | 387 | 101 |
| Earnings before interest, taxes, depreciation and amortisation ("EBITDA") | | 46,443 | 36,495 |
| | | | |
| Comprising: | | | |
| Underlying EBITDA | | 49,148 | 40,174 |
| Non-underlying items | 8 | (2,705) | (3,679) |
| | | 46,443 | 36,495 |
| | | | |
| Depreciation and amortisation | | (14,556) | (11,813) |
| Profit from operating activities | | 31,887 | 24,682 |
| | | | |
| Other losses | 9 | (645) | (5,530) |
| Finance income | | 674 | 323 |
| Finance cost | 10 | (11,973) | (7,536) |
| Profit before tax | | 19,943 | 11,939 |
| | | | |
| Comprising: | | | |
| Underlying profit before tax | | 23,120 | 19,708 |
| Non-underlying items | 8 | (3,177) | (7,769) |
| | | 19,943 | 11,939 |
| | | | |
| Income tax | 11 | (1,453) | (753) |
| Profit for the period | | 18,490 | 11,186 |
| | | | |
| Earnings per ordinary share ("EPS") | | Pence | Pence |
| Basic EPS | 12.1 | 11.41 | 7.61 |
| Diluted EPS | 12.2 | 11.32 | 7.54 |
The above condensed consolidated interim income statement should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
| £'000 | Note | H1 2024 | H1 2023 |
| | | | |
| Profit for the period | | 18,490 | 11,186 |
| | | | |
| Other comprehensive income | | | |
| Items that may be reclassified to profit or loss: | | | |
| Exchange differences on translation of foreign operations (net of tax) | 18.1 | 1,694 | (10,665) |
| Gains on cash flow hedges | | 2,758 | - |
| Hedging gains reclassified to profit or loss | 10 | (890) | - |
| Total comprehensive income for the period (net of tax) | | 22,052 | 521 |
The above condensed consolidated interim statement of comprehensive income should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET
| £'000 | Note | 30.06.2024 | 31.12.2023 |
| | | | |
| Assets | | | |
| Property, plant and equipment | | 59,038 | 49,659 |
| Goodwill | 14.1 | 524,786 | 522,964 |
| Other intangible assets | 14.2 | 141,561 | 147,302 |
| Derivative financial instruments | | 1,120 | - |
| Investments | | 3,738 | 3,365 |
| Other non-financial assets | | 3,029 | 2,981 |
| Deferred tax assets | | 157 | 266 |
| Total non-current assets | | 733,429 | 726,537 |
| | |
| |
| Trade receivables | | 36,058 | 32,071 |
| Work in progress | | 14,513 | 11,615 |
| Accrued income | | 28,103 | 26,574 |
| Other non-financial assets | | 9,124 | 6,899 |
| Other receivables | | 4,650 | 4,181 |
| Cash and cash equivalents | | 88,888 | 97,222 |
| Total current assets | | 181,336 | 178,562 |
| Total assets | | 914,765 | 905,099 |
| | |
| |
| Equity | |
| |
| Share capital | 15.1 | 1,677 | 1,655 |
| Share premium | 15.1 | 396,022 | 392,213 |
| Own shares | 15.2 | (3,929) | (3,912) |
| Capital reserve | | 29,784 | 28,584 |
| Translation reserve | | 10,635 | 8,941 |
| Other reserves | | 1,119 | (749) |
| Retained earnings | 15.3 | 83,203 | 77,144 |
| Total equity | | 518,511 | 503,876 |
| | |
| |
| Contingent consideration | 16 | 23,736 | 49,794 |
| Loans and borrowings | 17 | 220,748 | 220,531 |
| Lease liabilities | | 44,909 | 37,924 |
| Deferred tax liabilities | | 8,356 | 9,474 |
| Derivative financial instruments | | - | 749 |
| Other non-financial liabilities | | 1,256 | 1,307 |
| Provisions | | 2,665 | 2,200 |
| Total non-current liabilities | | 301,670 | 321,979 |
| | |
| |
| Trade and other payables | | 19,818 | 19,991 |
| Contingent consideration | 16 | 31,445 | 26,906 |
| Deferred income | 6.4 | 33,038 | 19,639 |
| Lease liabilities | | 6,404 | 6,117 |
| Other non-financial liabilities | | 958 | 873 |
| Current tax liabilities | | 2,714 | 5,346 |
| Provisions | | 207 | 372 |
| Total current liabilities | | 94,584 | 79,244 |
| Total equity and liabilities | | 914,765 | 905,099 |
The above condensed consolidated interim balance sheet should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
| | | For the period ended 30 June 2024 |
| ||||||||
| | | Attributable to owners of JTC PLC |
| ||||||||
|
£'000 | Note | Share capital | Share premium | Own shares | Capital reserve | Translation reserve | Other reserve | Retained earnings | Total equity | ||
|
Balance at 1 January 2024 | | 1,655 | 392,213 | (3,912) | 28,584 | 8,941 | (749) | 77,144 | 503,876 | ||
| Profit for the period | | - | - | - | - | - | - | 18,490 | 18,490 | ||
| Other comprehensive income for the period | | - | - | - | - | 1,694 | 1,868 | - | 3,562 | ||
| Total comprehensive income for the period | | - | - | - | - | 1,694 | 1,868 | 18,490 | 22,052 | ||
| Issue of share capital | 15.1 | 22 | 3,809 | - | - | - | - | - | 3,831 | ||
| Share-based payment expense | 7 | - | - | - | 1,200 | - | - | - | 1,200 | ||
| Movement of own shares | 15.2 | - | - | (17) | - | - | - | - | (17) | ||
| Dividends paid | 15.3 | - | - | - | - | - | - | (12,431) | (12,431) | ||
| Balance at 30 June 2024 | | 1,677 | 396,022 | (3,929) | 29,784 | 10,635 | 1,119 | 83,203 | 518,511 | ||
| | | For the period ended 30 June 2023 | |||||||
| | | Attributable to owners of JTC PLC | |||||||
| £'000 | | Share capital | Share premium | Own shares | Capital reserve | Translation reserve | Other reserve | Retained earnings | Total equity |
| | | | | | | | | | |
| Balance at 1 January 2023 | | 1,491 | 290,435 | (3,697) | 24,361 | 15,979 | - | 71,648 | 400,217 |
| Profit for the period | | - | - | - | - | - | - | 11,186 | 11,186 |
| Other comprehensive income for the period | | - | - | - | - | (10,665) | - | - | (10,665) |
| Total comprehensive | | - | - | - | - | (10,665) | - | 11,186 | 521 |
| Issue of share capital | | 104 | 60,558 | - | - | - | - | - | 60,662 |
| Share-based payment expense | | - | - | - | 1,293 | - | - | - | 1,293 |
| Movement of own shares | | - | - | (215) | - | - | - | - | (215) |
| Dividends paid | | - | - | - | - | - | - | (10,058) | (10,058) |
| Balance at 30 June 2023 | | 1,595 | 350,993 | (3,912) | 25,654 | 5,314 | - | 72,776 | 452,420 |
The above condensed consolidated interim statement of changes in equity should be read in conjunction with the accompanying notes.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
| £'000 | Note | H1 2024 | H1 2023 |
| | | | |
| Cash generated from operations | 19.1 | 49,282 | 43,639 |
| Income taxes paid | | (3,399) | (2,130) |
| Net movement in cash generated from operations | | 45,883 | 41,509 |
| | | | |
| Comprising: | | | |
| Underlying cash generated from operations | | 51,013 | 45,219 |
| Non-underlying cash items | 19.2 | (1,731) | (1,580) |
| | | 49,282 | 43,639 |
| | | | |
| Investing activities | | | |
| Interest received | | 646 | 322 |
| Payments for property, plant and equipment | | (3,295) | (777) |
| Payments for intangible assets | | (3,081) | (1,462) |
| Payments for business combinations (net of cash acquired)1 | | (21,634) | (1,392) |
| Payment to obtain or fulfil a contract | | (528) | (465) |
| Payment for investment | | - | (250) |
| Loan to third party | | - | (160) |
| Net cash used in investing activities | | (27,892) | (4,184) |
| | | | |
| Financing activities | | | |
| Proceeds from the issue of shares | | - | 62,000 |
| Share issuance costs | | (32) | (1,713) |
| Dividends paid | | (12,431) | (10,058) |
| Payment of loan arrangement fees | | (420) | - |
| Repayment of loans and borrowings | | - | (50,000) |
| Interest paid on loans and borrowings | | (8,399) | (4,668) |
| Receipts from derivative financial instruments | | 891 | - |
| Principal paid on lease liabilities | | (3,487) | (3,040) |
| Interest paid on lease liabilities | | (711) | (645) |
| Net cash used in financing activities | | (24,589) | (8,124) |
| | | | |
| Net (decrease)/increase in cash and cash equivalents | | (6,598) | 29,201 |
| | | | |
| Cash and cash equivalents at start of the period | | 97,222 | 48,861 |
| Effect of foreign exchange rate changes | | (1,736) | (2,336) |
| Cash and cash equivalents at end of the period | | 88,888 | 75,726 |
1 Payments for business combinations include the final earn-out payment in relation to SALI (see note 16) and the net cash flow from the acquisition of Blackheath (see note 13).
The above condensed consolidated interim statement of cash flows should be read in conjunction with the accompanying notes.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. REPORTING ENTITY
JTC PLC ("the Company") was incorporated on 12 January 2018 and is domiciled in Jersey, Channel Islands. The address of the Company's registered office is 28 Esplanade, St Helier, Jersey.
The condensed consolidated interim financial statements of the Company for the period from 1 January 2024 to 30 June 2024 comprise the Company and its subsidiaries (together "the Group" or "JTC") and the Group's interest in an associate and investments.
2. SIGNIFICANT CHANGES IN THE CURRENT REPORTING PERIOD
The business has continued to perform well during the six months to 30 June 2024. Whilst the economic outlook remains somewhat uncertain, inflationary pressures have eased and the business has continued to meet the expectations of the Board.
There were no significant transactions or events during the period that affected the financial position and performance other than the acquisition of Blackheath which is disclosed in note 13.
For more detail about the Group's performance and financial position, please refer to the Chief Financial Officer's review.
3. BASIS OF PREPARATION
The condensed consolidated interim financial statements (the "interim financial statements") for the six months to 30 June 2024 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union ("EU"), the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and Companies (Jersey) Law 1991. The interim financial statements are presented in pounds sterling (£), which is the functional and reporting currency of the Company. They do not include all the information required for a complete set of International Financial Reporting Standards ("IFRS") financial statements. Accordingly, the interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2023, which have been prepared in accordance with IFRS as adopted by the EU. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 December 2023.
The Group has adopted the going concern basis of accounting in preparing the interim financial statements. The Directors are confident that the Group will meet its day-to-day working capital requirements through its cash-generating activities and bank facilities. The Group's forecasts and projections, taking account of possible changes in trading performance, show that the Group should be able to operate within the level of its current facilities. The Directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, being at least 12 months from the date of approval of these interim financial statements.
These interim financial statements were approved by the Board on 12 September 2024 and have been reviewed but not audited by the Group's external auditors.
4. MATERIAL ACCOUNTING POLICIES AND STANDARDS
The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2023.
To the extent relevant, all IFRS standards and interpretations including amendments that were in issue and effective from 1 January 2024, have been adopted by the Group from 1 January 2024. All new amendments, effect from 1 January 2024, do not have a material impact on these interim financial statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In the application of the Group's accounting policies, Management are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are regularly evaluated based on historical experience, current circumstances, expectation of future events and other factors that are considered to be relevant. Actual results may differ from these estimates.
In preparing these interim financial statements, all the significant judgments made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty applied are disclosed in Note 28.2 of the 2023 Annual Report.
6. OPERATING SEGMENTS
6.1. BASIS OF SEGMENTATION
The Group has a multi-jurisdictional footprint and the core focus of operations is on providing services to its institutional and private client base, with revenues from alternative asset managers, financial institutions, corporates, high-net-worth and ultra-high-net-worth individuals and family office clients. Recognised revenue is generated from external customers.
The Chief Executive Officer and Chief Financial Officer are together the Chief Operating Decision Makers of the Group and determine the appropriate business segments to monitor financial performance. Each segment is defined as a set of business activities generating a revenue stream determined by divisional responsibility and the management information reviewed by the Board. They have determined that the Group has two reportable segments: these are Institutional Client Services ("ICS") and Private Client Services ("PCS").
6.2. SEGMENTAL INFORMATION
The table below shows the segmental information provided to the Board for the two reportable segments (ICS and PCS) on an underlying basis:
| | ICS | PCS | Total | |||
| £'000 | H1 2024 | H1 2023 | H1 2024 | H1 2023 | H1 2024 | H1 2023 |
| Revenue | 87,514 | 80,692 | 59,597 | 40,800 | 147,111 | 121,492 |
| Direct staff expenses | (38,645) | (33,729) | (23,700) | (15,672) | (62,345) | (49,401) |
| Other direct expenses | (1,730) | (1,408) | (1,433) | (1,649) | (3,163) | (3,057) |
| Indirect staff expenses | (9,076) | (8,153) | (4,722) | (3,498) | (13,798) | (11,651) |
| Other operating expenses | (11,198) | (11,931) | (7,869) | (5,401) | (19,067) | (17,332) |
| Other | 15 | 15 | 395 | 108 | 410 | 123 |
| Underlying EBITDA | 26,880 | 25,485 | 22,268 | 14,688 | 49,148 | 40,174 |
| Underlying EBITDA margin % | 30.7% | 31.6% | 37.4% | 36.0% | 33.4% | 33.1% |
The Board evaluates segmental performance based on revenue, underlying EBITDA and underlying EBITDA margin. Profit before tax is not used to measure the performance of the individual segments as items such as depreciation, amortisation of intangibles, other losses (including foreign exchange movement on revaluation of intercompany loans) and finance costs are not allocated to individual segments. Consistent with the aforementioned reasoning, assets and liabilities are not reviewed regularly on a by-segment basis and are therefore not included in segmental information.
6.3. GEOGRAPHICAL INFORMATION
Revenue generated by contracting subsidiary by their location is as follows:
| | H1 2024 £'000 | H1 2023 £'000 | Increase | |
| | £'000 | % | ||
| UK & Channel Islands | 66,715 | 64,675 | 2,040 | 3.2% |
| US | 46,366 | 25,279 | 21,087 | 83.4% |
| Rest of Europe | 19,683 | 18,613 | 1,070 | 5.7% |
| Rest of the World | 14,347 | 12,925 | 1,422 | 11.0% |
| Total revenue | 147,111 | 121,492 | 25,619 | 21.1% |
6.4. SEASONALITY
There is no material change for seasonality or cyclicality in the condensed consolidated interim income statement. The condensed consolidated balance sheet is impacted where annual fees have been billed in advance at the start of the calendar year and as a result, deferred income is higher at 30 June than at 31 December.
7. STAFF EXPENSES
| £'000 | H1 2024 | H1 2023 |
| Salaries and Directors' fees | 63,630 | 50,163 |
| Employer-related taxes and other staff-related costs | 5,769 | 4,850 |
| Other short-term employee benefits | 3,959 | 2,801 |
| Pension employee benefits | 3,235 | 2,461 |
| Share-based payments | 1,200 | 1,341 |
| Total staff expenses | 77,793 | 61,616 |
8. NON-UNDERLYING ITEMS
| £'000 | H1 2024 | H1 2023 |
| EBITDA | 46,443 | 36,495 |
| Non-underlying items within EBITDA: | | |
| Acquisition and integration costs1 | 2,273 | 3,495 |
| Office start-up costs2 | 220 | 141 |
| Other3 | 212 | 43 |
| Total non-underlying items within EBITDA | 2,705 | 3,679 |
| Underlying EBITDA | 49,148 | 40,174 |
| | | |
| Profit before tax | 19,943 | 11,939 |
| Total non-underlying items within EBITDA | 2,705 | 3,679 |
| Loss/(gain) on revaluation of contingent consideration4 | 258 | (167) |
| Gain on disposal of subsidiary5 | (72) | - |
| Foreign exchange losses6 | 286 | 4,257 |
| Total non-underlying items within profit before tax | 3,177 | 7,769 |
| Underlying profit before tax | 23,120 | 19,708 |
1 Acquisition and integration costs include deal and tax advisory fees, legal and professional fees, staff reorganisation costs and other integration costs. This includes acquisition-related share-based payment awards granted to act as retention tools for key management and/or to recruit senior management to support various acquisitions. Acquisition and integration costs are typically incurred in the first two years following acquisition.
2 Office start-up includes up-front investment in personnel and infrastructure which is required in advance of trading.
3 Includes expenses in relation to a change in making annual bonus awards in cash rather than shares (see note 36.3(B) of the 2023 Annual Report for further information) and legal costs relating to a regulatory action from the Dutch Central Bank.
4 Loss/(gain) on the revaluation of liability-classified contingent consideration payable for perfORM (see note 16).
5 On 1 March 2024, the Group sold its call option to purchase Global Tax Support T.V.
6 Foreign exchange losses that relate to the revaluation of inter-company loans. Management consider these to be non-underlying as they are unrealisable movements as the loans are eliminated upon consolidation.
9. OTHER LOSSES
| £'000 | Note | H1 2024 | H1 2023 |
| (Loss)/gain on revaluation of contingent consideration | 16 | (258) | 167 |
| Gain on disposal of subsidiary | 8(5) | 72 | - |
| Foreign exchange losses | 18.1 | (459) | (5,697) |
| Total other losses | | (645) | (5,530) |
10. FINANCE COST
| £'000 | H1 2024 | H1 2023 |
| Bank loan interest | 7,713 | 4,347 |
| Gain on cash flow hedge reclassified from other comprehensive income | (890) | - |
| Amortisation of loan arrangement fees | 637 | 465 |
| Unwinding of net present value ("NPV") discounts | 3,799 | 2,271 |
| Other finance expense | 714 | 453 |
| Total finance cost | 11,973 | 7,536 |
11. INCOME TAX
| £'000 | H1 2024 | H1 2023 |
| Current tax | 2,289 | 1,635 |
| Deferred tax | (836) | (882) |
| Total income tax expense | 1,453 | 753 |
12. EARNINGS PER SHARE
The Group calculates basic, diluted and adjusted underlying basic EPS. The results can be summarised as follows:
| Pence | Note | H1 2024 | H1 2023 |
| Basic EPS | 12.1 | 11.41 | 7.61 |
| Diluted EPS | 12.2 | 11.32 | 7.54 |
| Adjusted underlying basic EPS | 12.3 | 19.87 | 18.16 |
12.1. BASIC EARNINGS PER SHARE
| £'000 | H1 2024 | H1 2023 |
| Profit for the period | 18,490 | 11,186 |
| | No. of shares (thousands) | No. of shares (thousands) |
| Issued ordinary shares at 1 January | 161,445 | 146,001 |
| Effect of shares issued to acquire business combinations | 449 | 13 |
| Effect of movement in treasury shares held | 185 | 232 |
| Effect of equity placing | - | 829 |
| Weighted average number of Ordinary shares (basic) | 162,079 | 147,075 |
| Basic EPS (pence) | 11.41 | 7.61 |
12.2. DILUTED EARNINGS PER SHARE
| £'000 | Note | H1 2024 | H1 2023 |
| Profit for the period | | 18,490 | 11,186 |
| | No. of shares (thousands) | No. of shares (thousands) |
| Weighted average number of Ordinary shares (basic): | 162,079 | 147,075 |
| Effect of movement in share-based payments | 1,253 | 1,187 |
| Weighted average number of Ordinary shares (diluted) | 163,332 | 148,262 |
| Diluted EPS (pence) | 11.32 | 7.54 |
12.3. ADJUSTED UNDERLYING BASIC EARNINGS PER SHARE
| £'000 | Note | H1 2024 | H1 2023 |
| Profit for the period | | 18,490 | 11,186 |
| Non-underlying items | 8 | 3,177 | 7,769 |
| Amortisation of customer relationships, acquired software and brands | | 7,930 | 6,548 |
| Amortisation of loan arrangement fees | 10 | 637 | 465 |
| Unwinding of NPV discounts for contingent consideration | | 2,811 | 1,627 |
| Temporary tax differences arising on amortisation of customer relationships, acquired software and brands | 11 | (836) | (882) |
| Adjusted underlying profit for the period | | 32,209 | 26,713 |
| | No. of shares (thousands) | No. of shares (thousands) |
| Weighted average number of Ordinary shares (basic) | 162,079 | 147,075 |
| Adjusted underlying basic EPS (pence) | 19.87 | 18.16 |
Adjusted underlying basic EPS is an alternative performance measure which reflects the underlying activities of the Group. The following definition is not consistent with the requirements of IAS 33.
The Group's definition of underlying basic EPS reflects the profit for the period adjusted to remove the impact of non-underlying items (see note 8). Additionally, a number of other items relating to the Group's acquisition activities including amortisation of acquired intangible assets and associated deferred tax, impairment of acquired intangible assets, amortisation of loan arrangement fees and unwinding of NPV discounts in relation to contingent consideration are removed to present an adjusted underlying basic EPS which is used more widely by external investors and analysts.
13. BUSINESS COMBINATIONS
BLACKHEATH CAPITAL MANAGEMENT LLP ("BLACKHEATH")
On 24 November 2023, JTC entered into an agreement to acquire 100% of the partnership interest in Blackheath, a UK limited liability partnership that provides management and regulatory oversight services to investment funds and offers ManCo services as an Alternative Investment Fund Manager ("AIFM"). The acquisition complements JTC's existing AIFM Global Solutions businesses and brings additional scale to existing fund administration and depositary services in the UK.
Following regulatory approval for the transaction, cash consideration was transferred on 1 March 2024, as well as the equity element of initial consideration. The results of the acquired business have been consolidated from 1 March 2024 as Management concluded this was the date that control was obtained by the Group.
The acquired business contributed revenues of £0.16m and underlying profit before tax (before central costs have been applied) of £0.01m to the Group for the period from 1 March 2024 to 30 June 2024. If the business had been acquired on 1 January 2024, the Group's consolidated revenue and underlying profit before tax for the period would have been £147.19m and £23.13m.
(A) IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED ON ACQUISITION
The following table shows, at fair value, the recognised assets acquired and liabilities assumed at the acquisition date:
| £'000 | Book value at acquisition | Adjustments | Fair value |
| Property, plant and equipment1 | 2 | 9 | 11 |
| Intangible assets - customer relationships2 | - | 145 | 145 |
| Trade receivables | 54 | - | 54 |
| Other receivables | 48 | - | 48 |
| Cash and cash equivalents | 223 | - | 223 |
| Assets | 327 | 154 | 481 |
| | | | |
| Trade and other payables | 72 | - | 72 |
| Lease liabilities1 | - | 9 | 9 |
| Liabilities | 72 | 9 | 81 |
| | | | |
| Total identifiable net assets | 255 | 145 | 400 |
1 The acquired business leases office premises; an adjustment was recognised to account for the lease liability which is measured at the present value of the remaining lease payments with a corresponding right-of-use asset.
2 On 1 March 2024, the Group recognised customer relationship intangible assets for Blackheath of £0.15m. The useful economic life of ten years was based on the historical length of relationships as well as observed attrition rates for companies operating in a similar industry
(B) CONSIDERATION
Total consideration is satisfied by the following:
| £'000 | |
| Cash consideration | 772 |
| Equity instruments1 | 147 |
| Fair value of total consideration at acquisition | 919 |
1 On 4 March 2024, the Company issued 18,435 Ordinary shares at fair value to satisfy the equity element of the initial consideration (see note 15.1).
(C) GOODWILL
| £'000 | |
| Total consideration | 919 |
| Less: fair value of identifiable net assets | (400) |
| Goodwill | 519 |
Goodwill is represented by assets that do not qualify for separate recognition or other factors.
(D) IMPACT ON CASH FLOW
| £'000 | |
| Cash consideration | 772 |
| Less: cash balance acquired | (223) |
| Net cash outflow from acquisition | 549 |
(E) ACQUISITION-RELATED COSTS
The Group incurred acquisition-related costs of £0.02m which have been recognised within other operating expenses in the Group's condensed consolidated income statement and are treated as non-underlying items to calculate underlying EBITDA (see note 8)
14. GOODWILL AND OTHER INTANGIBLE ASSETS
14.1 GOODWILL
The aggregate carrying amounts of goodwill allocated to each cash-generating unit ("CGU") is as follows:
| CGU | Note | Balance at | Business combinations £'000 | Exchange differences £'000 | Balance at 30 June 2024 |
| Jersey | | 66,104 | - | - | 66,104 |
| Guernsey | | 10,761 | - | - | 10,761 |
| BVI | | 752 | - | - | 752 |
| Switzerland | | 2,556 | - | (81) | 2,475 |
| Cayman | | 237 | - | 2 | 239 |
| Luxembourg | | 28,727 | - | (675) | 28,052 |
| Netherlands | | 14,734 | - | (378) | 14,356 |
| Dubai | | 1,870 | - | 12 | 1,882 |
| Mauritius | | 2,518 | - | 19 | 2,537 |
| US - ICS | | 194,466 | - | 1,371 | 195,837 |
| US - SDTC | | 171,952 | - | 1,210 | 173,162 |
| US - NYPTC | | 7,398 | - | 52 | 7,450 |
| Ireland | | 8,896 | - | (229) | 8,667 |
| UK | 13 | 11,993 | 519 | - | 12,512 |
| Total | | 522,964 | 519 | 1,303 | 524,786 |
Goodwill is not amortised but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. With the exception of US - SDTC and US - NYPTC, goodwill is monitored at a jurisdictional level by Management. Goodwill is allocated to CGUs for the purpose of impairment testing and this allocation is based on the CGU that is expected to benefit from the business combination in which the goodwill arose.
At 30 June 2024, Management concluded that no impairment indicators were present for any of the CGUs.
14.2 OTHER INTANGIBLE ASSETS
Various impairment indicators were evaluated for other intangible assets, including their expected performance and market factors. Management concluded that no impairment indicators were present at 30 June 2024.
15. SHARE CAPITAL AND RESERVES
15.1. SHARE CAPITAL AND SHARE PREMIUM
| Movements in Ordinary shares | Note | No. of shares (thousands) | Par value £'000 | Share premium £'000 |
| At 1 January 2024 | | 165,521 | 1,655 | 392,213 |
| PLC EBT issue1 | | 1,660 | 17 | - |
| Acquisition of SALI - settlement of earn-out | 16 | 466 | 5 | 3,694 |
| Acquisition of Blackheath - initial consideration | 13 | 18 | - | 147 |
| Less: Cost of share issuance | | - | - | (32) |
| Movement in the period | | 2,144 | 22 | 3,809 |
| At 30 June 2024 | | 167,665 | 1,677 | 396,022 |
1 On 30 May 2024, the Company issued an additional 1,660,056 Ordinary shares to the Company's Employee Benefit Trust ("PLC EBT") in order for PLC EBT to satisfy anticipated future exercises of awards granted to beneficiaries.
15.2. OWN SHARES
Own shares represent the shares of the Company that are unallocated and held by PLC EBT for the benefit of its employees. Own shares have been excluded from the weighted average number of Ordinary shares for the purpose of calculating EPS as they are not outstanding.
| | No. of shares (thousands) | PLC EBT £'000 |
| At 1 January 2024 | 4,017 | 3,912 |
| PSP awards | (311) | - |
| Other awards | (30) | - |
| PLC EBT issue | 1,660 | 17 |
| Movement in the period | 1,319 | 17 |
| At 30 June 2024 | 5,336 | 3,929 |
15.3. RETAINED EARNINGS AND DIVIDENDS
The Retained earnings includes accumulated profits and losses.
The final dividend for the year 2023 of 7.67p per qualifying Ordinary share was paid on 28 June 2024
An interim dividend of 4.3p per qualifying ordinary share (2023: 3.5p per qualifying Ordinary share) was declared by the Board on 12 September 2024 and will be payable on 25 October 2024 to shareholders on the record on 27 September 2024. The interim dividend has not been recognised as a liability as at 30 June 2024.
16. CONTINGENT CONSIDERATION
Contingent consideration payables are discounted to NPV, split between current and non-current and are due as follows:
| £'000 | 30.06.2024 | 31.12.2023 |
| Acquisition | | |
| SDTC1 | 23,736 | 45,989 |
| perfORM2 | - | 3,805 |
| Total non-current contingent consideration | 23,736 | 49,794 |
| | | |
| SALI3 | - | 24,644 |
| SDTC1 | 26,628 | 1,536 |
| perfORM2 | 4,421 | - |
| CNFS4 | 396 | - |
| Sterling | - | 726 |
| Total current contingent consideration | 31,445 | 26,906 |
1 Based on Management's assessment of the forecast revenue for the remainder of the earn-out period, it is estimated that the earn-out will be met in full and the contingent consideration payable will continue to be £54.7m ($70.0m) which has been discounted to its present value of £50.4m ($63.7m).
2 The earn-out for perfORM is calculated based on a multiple of their underlying EBITDA for the year ending 31 December 2024. This is payable in an equal split of cash and JTC PLC Ordinary shares; the 50% payable in shares is liability-classified contingent consideration as this is settled by a variable number of shares. In accordance with IAS 32, Management are required to update the fair value at each reporting date.
At the acquisition date, Management forecast the underlying EBITDA for perfORM and estimated that £4.48m would be due. At 30 June 2024, Management revisited their forecast and reviewed the performance of the business and have identified no evidence to indicate a material adjustment was required to the amount due. The fair value of the 282,854 JTC PLC Ordinary shares payable at the end of the earn-out period was updated using the Monte Carlo simulation which increased the share price applied to £9.90 (31.12.2023: £8.47).
The simulation is based on JTC's share price at 30 June 2024, factoring in historical volatility and projected dividend payments, and is then discounted using an appropriate risk free rate. The updated share price resulted in a loss on revaluation of £0.26m (see note 9) as the fair value of the contingent consideration payable in JTC Ordinary shares increased to £2.8m (31.12.23: £2.4m). The revalued earn-out contingent consideration of £5.0m (cash £2.2m/ JTC PLC Ordinary shares £2.8m) has then been discounted to a present value of £4.4m.
3 On 10 January 2024, having successfully met earn-out targets for the two year period following acquisition, the earn-out for SALI was settled in full. This included a cash payment of £21.1m ($26.8m) and the issue of 465,516 JTC Ordinary shares, equivalent to £3.7m ($4.7m).
4 On 6 March 2024, JTC entered into a facilitation and referral agreement ("F&R agreement") and an outsourcing agreement with Cayman National Fund Services Ltd ("CNFS"), whereby CNFS will, on an exclusive basis, refer, introduce and recommend its clients to JTC as a replacement provider of services. Such services include initial onboarding and client due diligence services and subsequent provision of fund, director, company management and administration services.
The fair value of the customer relationship acquired is the consideration due, which is based on the revenue attributable to each client successfully introduced. The assets are being amortised over their estimated useful economic life of 10 years.
JTC made an initial payment of £0.12m ($0.15m) following the signing of the F&R agreement. The remaining balance of £0.4m ($0.5m) will become due on 6 March 2025 subject to achieving the successful introduction of clients resulting in an agreed target of client revenue being transferred to JTC.
17. LOANS AND BORROWINGS
| £'000 | 30.06.2024 | 31.12.2023 |
| Non-current | | |
| Bank loan | 220,748 | 220,531 |
| Total loans and borrowings | 220,748 | 220,531 |
| £'000 | | | | 30.06.2024 | 31.12.2023 | |
| Facility | Currency | Initial termination date | Interest rate | | | |
| Term facility | GBP | 4 December 2026 | SONIA + 1.65% margin | 100,000 | 100,000 | |
| Revolving credit facility | GBP | 4 December 2026 | SONIA + 1.65% margin | 123,662 | 123,662 | |
| Total principal value | | | | 223,662 | 223,662 | |
| Issue costs | | | | (2,914) | (3,131) | |
| Total bank loans | | | | 220,748 | 220,531 | |
18. FINANCIAL RISK AND CAPITAL MANAGEMENT
PRINCIPAL FINANCIAL INSTRUMENTS
All financial assets and liabilities are recognised at amortised cost with the exception of the derivative financial instrument and the liability-classified contingent consideration for perfORM (see note 16) which are measured at fair value.
Management considered the following fair value hierarchy levels in line with IFRS 13.
Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset and liability, either directly or indirectly.
Level 3 - Inputs are unobservable inputs for the asset or liability.
The liability-classified contingent consideration payable of £2.8m for perfORM (31 December 2023: £1.9m) is classified under Level 3 as per the valuation methodology outlined in note 16, and the derivative financial instrument is classified under Level 2 and calculated as the present value of the estimated future cash flows based on observable yield curves.
18.1. FOREIGN CURRENCY RISK
The Group's exposure to the risk of changes in exchange rates relates primarily to the Group's operating activities when the revenue or expenses are denominated in a different currency from the Group's functional and presentation currency of pounds sterling ("£"). For trading entities that principally affect the profit or net assets of the Group, the exposure continues to be mainly from Euro, US dollar and South African rand. The Group's bank loans are denominated in £ although the facility is multicurrency. As disclosed in note 29.1 of the JTC Annual Report and Accounts 2023, Management continue to monitor the effectiveness of the Group's policy to minimise foreign currency risk and regularly assess if a foreign currency hedge is appropriate.
For the six months to 30 June 2024, mainly due to the Euro and United States dollar foreign currency exchange rate movements, the Group recognised the following:
· a foreign exchange gain of £1.7m in other comprehensive income (H1 2023: £10.7m loss) upon translating the foreign operations to our functional currency
· a foreign exchange loss of £0.5m (H1 2023: £5.7m loss) in the condensed consolidated income statement upon the retranslation of monetary assets and liabilities denominated in foreign currencies (see note 9)
18.2. INTEREST RATE RISK
On 4 December 2023, the Group entered into a two year interest rate swap on £180m of its total drawn borrowings with a blended swap rate of 4.237% (excluding margin). At 30 June 2024, the Group held 80% of fixed rate debt and 20% of floating rate from its total borrowings of £223.7m. The interest risk on the floating rate debt is managed by maintaining an appropriate leverage ratio.
The Group continues to apply hedge accounting in accordance with IFRS 9 'Financial Instruments' and has assessed the hedging instrument to remain highly effective.
18.3. CREDIT RISK
The Group's principal exposure to credit risk arises from contracts with customers and therefore from the following financial assets: trade receivables, work in progress and accrued income (together "customer receivables") as well as cash and cash equivalents and other receivables. Following an analysis on a customer-by customer basis, we have seen no change in our customers ability to meet their payment obligations and have not incorporated updated forward-looking information into measuring expected credit losses as at 30 June 2024. Our credit risk management as set out in note 29.2 of the JTC Annual Report and Accounts 2023 remains unchanged.
18.4. LIQUIDITY RISK
There has been no change in our liquidity risk assessment compared to our disclosure in note 29.3 of the 2023 Annual Report.
18.5. CAPITAL MANAGEMENT
The Group's objective for managing capital is unchanged from that disclosed in Note 30 of the 2023 Annual Report.
In accordance with the Group's capital risk management objective, the financial covenants attached to the bank borrowings continue to be met.
19. CASH FLOW INFORMATION
19.1. OPERATING CASH FLOWS
| £'000 | H1 2024 | H1 2023 |
| Operating profit | 31,887 | 24,682 |
| Adjustments: | | |
| Depreciation of property, plant and equipment | 5,035 | 3,883 |
| Amortisation of intangible assets and assets recognised from costs to obtain or fulfil a contract | 9,522 | 7,930 |
| Equity-settled share-based payment expense | 1,200 | 1,293 |
| Share of profit of equity-accounted investee | (387) | (101) |
| Operating cash flows before movements in working capital | 47,257 | 37,687 |
| | | |
| Net changes in working capital: | | |
| Increase in receivables | (11,275) | (6,662) |
| Increase in payables | 13,300 | 12,614 |
| Cash generated from operations | 49,282 | 43,639 |
19.2. NON-UNDERLYING ITEMS WITHIN NET CASH FROM OPERATING ACTIVITIES
| £'000 | H1 2024 | H1 2023 |
| Net cash from operating activities | 49,282 | 43,639 |
| Non-underlying items: | | |
| Acquisition and integration costs | 1,406 | 1,439 |
| Office start-up | 220 | 141 |
| Other | 105 | - |
| Total non-underlying items within net cash from operating activities | 1,731 | 1,580 |
| Underlying net cash from operating activities | 51,013 | 45,219 |
20. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
The Group has defined key management personnel as Directors and members of senior management who have the authority and responsibility to plan, direct and control the activities of the Group. The remuneration of key management personnel in aggregate for each of the specified categories is as follows:
| £'000 | H1 2024 | H1 2023 |
| Salaries and other short-term employee benefits | 1,631 | 1,250 |
| Post-employment and other long-term benefits | 61 | 60 |
| Share-based payments | 829 | 801 |
| Total payments | 2,521 | 2,111 |
21. CONTINGENCIES
The Group operates in a number of jurisdictions and enjoys a close working relationship with all of its regulators. It is not unusual for the Group to find itself in discussion with regulators in relation to past events. With any such discussions there is inherent uncertainty in the ultimate outcome but the Board currently does not believe that any such current discussions are likely to result in an outcome that would have a material impact upon the Group.
22. EVENTS OCCURRING AFTER THE REPORTING PERIOD
22.1 ACQUISITION OF HANWAY ADVISORY LIMITED ("HANWAY")
On 1 July 2024, JTC completed the acquisition of 100% of the share capital of Hanway, a UK based company offering corporate governance, fund administration and accounting services to UK listed investment companies. The initial cash consideration of £0.75m was paid on completion with contingent consideration payable subject to meeting performance targets for the period to 30 June 2025 (up to a total maximum consideration amount of £2.0m). This acquisition brings further scale to JTC's UK business and existing UK listed fund activities.
22.2 GRANTING OF SHARE AWARDS UNDER THE EMPLOYEE INCENTIVE PLAN
On 25 July 2024, following the successful completion of the Galaxy era business plan, a total of 4,748,909 JTC Ordinary shares were granted to all eligible employees of the Group
22.3 ACQUISITION OF FIRST REPUBLIC TRUST CO OF DELAWARE ("FRTC")
On 31 July 2024, JTC completed the acquisition of 100% of the share capital of FRTC, a US based company offering trust administration services to high-net-worth individuals. The cash consideration of $24.8m was paid on completion and was partly funded (£13.5m) through a drawdown of the revolving credit facility. The acquisition complements JTC's position as the leading independent provider of trust services in the US, bringing scale to this large and fast-growing market.
22.4 ACQUISITION OF FFP (HOLDINGS) LIMITED ("FFP")
On 24 June 2024, JTC announced the proposed acquisition of FFP, a privately owned company which is headquartered in the Cayman Islands. FFP provides a range of specialist fiduciary, restructuring, trustee, fund administration and corporate services to clients globally with a focus on complex engagements including restructurings, insolvencies and disputes, for a maximum consideration of $110.0m. This will be satisfied by $70.0m initial consideration upon completion; $56.0m in cash and $14.0m in JTC Ordinary shares with a further earn-out up to $40.0m, payable in cash and JTC Ordinary shares subject to the achievement of specific performance targets for the period ending 31 December 2024. The acquisition is subject to final regulatory approvals and satisfaction of the other customary closing conditions and will be funded from the Group's cash reserves and existing debt facilities.
22.5 ACQUISITION OF THE BUCK UK AND EUROPEAN SHARE PLAN ADMINISTRATION AND TRUSTEE BUSINESSES FROM ARTHUR J. GALLAGHER & CO ("BUCK")
On 19 August 2024, JTC announced the proposed acquisition of Buck which provides fully outsourced administration and trustee services to a blue-chip global client base. Buck covers a full range of employee share plans and has operations in the UK, Guernsey and Germany. The proposed acquisition will complement and enhance JTC's existing Employer Solutions platform and will accelerate the growth of the Group's share plan trustee and administration service offering.
22.6 ACQUISITION OF GLOBAL FIDUCIARY AND TRUST ADMINISTRATION SERVICES BUSINESSES FROM CITIGROUP INC. ("CITI TRUST")
On 16 September 2024, JTC announced the proposed acquisition of Citi Trust for a total consideration of $80m. Citi Trust is one of the oldest and most established fiduciary businesses globally and has extensive cross-border experience operating within high-quality trust jurisdictions.
The proposed acquisition will be highly complementary to JTC's existing footprint, bolstering several key growth jurisdictions including the US, which becomes JTC's largest jurisdiction by revenue.
The acquisition is subject to customary regulatory approvals in all relevant jurisdictions and will be funded through the Group's existing cash reserves and committed debt facilities.
For the acquisitions disclosed within 22.1, 22.3, 22.4, 22.5 and 22.6, at the date the interim financial statements were authorised for issue, it was impracticable to disclose the information required by IFRS 3 'Business Combinations' as some of the required information was not available.
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