REG - Property FranchiseGp - Interim Results
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RNS Number : 6837Y Property Franchise Group PLC (The) 10 September 2025
10 September 2025
THE PROPERTY FRANCHISE GROUP PLC
("TPFG", the "Company" or the "Group")
Interim Results
Record first half performance and a 17% increase in interim dividend
The Property Franchise Group PLC, the UK's largest multi-brand property
franchisor, is pleased to announce its interim results for the period ended 30
June 2025 ("H1 FY25").
Financial Highlights
· Group revenue increased 50% to £40.3m (H1 2024: £26.9m),
proforma increase of 8% from £37.2m
o Franchising revenue increased by 20% to £21.8m (H1 2024: £18.2m)
o Financial services revenue increased 59% to £12.2m (H1 2024: £7.7m)
o Licensing revenue increased by 514% to £6.3m (H1 2024: £1.0m)
· 47% recurring revenue
· Adjusted EBITDA(2) increased 63% to 15.7m (H1 2024: £9.6m),
proforma increase of 22% from £12.9m(1)
· Adjusted profit before tax(3) increased 59% to £14.5m (H1 2024:
£9.1m), proforma increase of 18% from £12.3m(1)
· Adjusted basic earnings per share(3) increased 18% to 18.3p (H1
2024: 15.5p)
· Net debt of £10.9m (H1 2024: £14.3m)
· Cash generated from operations increased significantly to £13.2m
(H1 2024: £3.7m)
· Increased interim dividend by 17% to 7.0p (H1 2024: 6.0p)
(1) Proforma basis includes revenues earned by Belvoir Group and GPEA within
H1 2024 prior to acquisition by TPFG.
(2) Before share-based payments charge, exceptional items, and the one-off
gain as a result of the renegotiation on the GPEA Ltd deferred consideration.
(3) Before share-based payments charge, exceptional items, amortisation
arising on consolidation, the one off gain as a result of the renegotiation on
the GPEA Ltd deferred consideration and the unwinding of discounting on
acquisition deferred consideration.
Operational Highlights
· Launch of Privilege programme leveraging the scale of the new
group to enhance our lettings offering
· Significant progress on AI opportunities with the first launches
planned for H2 to enhance call handling, property management and digital
marketing
· Managed portfolio of c.150,000 properties (H1 2024: c.153,000)
· Sales agreed pipeline increased to £43.5m (H1 2024: £33.4m)
· Financial Services division delivered 12,800 mortgages (H1 2024:
12,000)
· Licensing division includes 1035 licensees (H1 2024: 1043)
· Further acquisition synergies of £1m realised in H1 2025 in line
with expectations
Current Trading and Outlook
The business has entered the second half with continued robust trading and the
Group is well-placed to capitalise on the additional income opportunities
resulting from its enlarged scale.
The strength of TPFG's franchise model and diversified revenue base continues
to provide resilience against market cyclicality. With ongoing progress across
divisions, the Group expects to deliver further growth through the remainder
of FY25 and anticipates to deliver full year trading remains in line with
market expectations.
Directorate Update
Dean Fielding has informed the Board that he intends to step down from the
Board at the end of this year. The Board continues to evaluate Board
composition with the focus of bringing additional expertise that supports the
Group's ambitions going forward.
Chief Executive Officer, Gareth Samples, commented:
"This has been another record six months for the Group, driven by the
successful integration of recent acquisitions and the enduring strength of our
franchise model. The enlarged Group is delivering both cost and revenue
synergies, while
generating strong cash flows which support our progressive dividend policy.
"Our increased scale and reach provides multiple growth levers: further
expanding our three divisions, launching market-leading initiatives such as
the Privilege programme, and advancing our AI and technology opportunities.
"I would like to thank our franchisees, licensees, advisers, and colleagues
across the Group for their continued hard work and commitment, and on behalf
of the Board, I would also like to take this opportunity to thank Dean for his
contribution and support during a period of transformational growth and change
for the Company. We enter the second half with strong momentum and remain
confident of delivering further growth throughout H2 and beyond."
Analyst Presentation
An analyst presentation will be held at 10.00am today. Should you wish to
attend, please contact propertyfranchise@almastrategic.com for joining
details.
Investor presentation
The Company is hosting a live private investor presentation and Q&A
session at 3.00pm today on the Investor Meet Company platform. All private
investors interested in attending are asked to register using the following
link: https://www.investormeetcompany.com/property-franchise-group-plc-the/register-investor
(https://www.investormeetcompany.com/property-franchise-group-plc-the/register-investor)
.
For further information, please contact:
The Property Franchise Group PLC 01202 405 549
Gareth Samples, Chief Executive Officer company.secretary@propertyfranchise.co.uk
(mailto:company.secretary@propertyfranchise.co.uk)
Ben Dodds, Chief Financial Officer
Canaccord Genuity Limited (Nominated Adviser and Joint Broker) 020 7523 8000
Max Hartley
Harry Rees
Singer Capital Markets (Joint Broker) 020 7496 3000
Rick Thompson
James Fischer
Alma Strategic Communications 020 3405 0209
Justine James propertyfranchise@almastrategic.com
(mailto:propertyfranchise@almastrategic.com)
Joe Pederzolli
Kinvara Verdon
About The Property Franchise Group PLC:
The Property Franchise Group PLC (AIM: TPFG) is the UK's largest multi-brand
property franchisor, with a network of over 1,900 outlets delivering high
quality services to residential clients, combined with an established
Financial Services business.
The Company was founded in 1986 and has since strategically grown to a diverse
portfolio of 18 brands operating throughout the UK, comprising longstanding
high-street focused brands and two hybrid brands. The Property Franchise Group
is also a member of two leading mortgage networks through its mortgage
brokers, Brook Financial (MAB) and The Mortgage Genie (Primis).
TPFG's brands are: Belvoir, CJ Hole, Country Properties, Ellis & Co,
EweMove, Fine & Country, Hunters, Lovelle, Martin & Co, Mr and Mrs
Clarke, Mullucks, Newton Fallowell, Nicholas Humphreys, Northwood, Parkers,
The Guild of Property Professionals and Whitegates.
Headquartered in Bournemouth, the Company was listed on AIM on the London
Stock Exchange in 2013 and entered the AIM 100 in July 2024.
More information is available at https://thepropertyfranchisegroup.co.uk/
(https://thepropertyfranchisegroup.co.uk/) .
Chief Executive Officer's statement
Introduction
The first half of 2025 has been another period of significant financial and
operational progress for the Group. With last year's transformational
acquisitions now fully integrated, the opportunities arising from the
increased scale and reach of the enlarged Group are considerable. We are proud
to be the UK's largest multi-brand property franchisor, managing a portfolio
of 18 brands, with a significant number of franchisees, a considerable
Financial Services division and a growing Licensing arm.
Our newly launched Privilege programme, a set of lettings focused offerings
designed to leverage the scale of the Group, is the first example of these new
opportunities being realised, demonstrating our ability to deliver
market-leading initiatives that strengthen our lettings proposition, deliver
tangible benefits to landlords and tenants, as well as create additional
income for the Group.
Technology continues to play a central role in our growth strategy. In the
first half we have accelerated investment into three AI-driven solutions to
enhance franchisee inbound call handling, property management triage and
financial services lead progression. The initial launches are scheduled during
H2 and the first tangible benefits of this investment expected in this
financial year.
We are excited by the future and, working alongside our franchisees,
licensees, leadership team and partners, and we remain confident in driving
the business from strength to strength.
Robust first half
I am pleased to report record results for the first half of 2025, reflecting
the strength of our business model and the benefits of the enlarged Group.
While lettings growth was modest given landlord caution ahead of the proposed
Renters Rights Bill, we believe our Privilege programme mitigates much of the
anticipated impact of this bill on landlords. Meanwhile, sales and financial
services both benefitted from improved transaction levels, supported by
reduced mortgage rates and changes to stamp duty thresholds. We also continued
to deliver cost and revenue synergies from the integration of Belvoir and
GPEA, with the benefits tracking in line with the expectations set out at the
time of the respective transactions, while also investing in our people and
technology for the future.
The ability with which we are able to react to market conditions, whether
favourable or not, is testament to our strategy, the strength of our network,
our business owners' determination, the models they operate within and the
investment we have committed to our management team. Our mission remains the
same, to support our network business owners in building bigger and more
profitable businesses. It is the combination of these factors which has meant
we have been able to report ever increasing organic revenues and
profitability.
Group revenue increased by 50% to £40.3m (H1 2024: £26.9m), with growth
across all divisions. Franchising revenue rose 20% to £21.8m (H1 2024:
£18.2m), Financial Services delivered a 58% increase to £12.2m (H1 2024:
£7.7m), and Licensing revenue increased to £6.3m (H1 2024: £1.0m).
Importantly, 47% of these revenues are recurring, underpinning the resilience
of our model.
Profitability increased in line with revenue, with adjusted profit before tax
increasing to £14.5m (H1 2024: £9.1m). Cash generation was particularly
strong, with £13.2m generated from operations (H1 2024: £3.7m), enabling the
Board to propose a 17% increase in the interim dividend to 7.0p per share.
Operational Review
Franchising
Franchising remains the largest division within the Group, with our
franchisees, operating across 15 brands, offering lettings, sales and
financial services to their clients, with a core focus on lettings. Following
last year's acquisitions, franchisees are now able to avail themselves of our
increased scale and improved capabilities, providing greater value and
enhanced recruitment.
Lettings Management Service Fees ("MSF") delivered steady growth with revenue
up 24% to £10.4m (2024 H1: £8.4m), and up 4% from £10.0m on a proforma
basis, building on the solid performances of previous years. The Group now
manages over 150,000 rental properties (H1 2024: 153,000), maintaining scale
despite a more challenging market environment. The reduction of c.3,000
properties reflects a combination of landlord attrition ahead of the
anticipated Renters Rights Bill, as well as a slower pace of new lettings
portfolio acquisitions as franchisees wait to assess its impact. Importantly,
the Group has been able to mitigate much of this impact through the Privilege
programme, which offsets the risk of landlords wanting to exit the market and
creates additional income for the Group.
Sales Management Service Fees ("SMF") delivered exceptional growth in H1, with
revenue up 28% to £5.0m (2024 H1: £3.9m), and up 18% from £4.2m on a
proforma basis. This performance reflects heightened sales activity in
anticipation of the April 2025 stamp duty increase, coupled with successive
reductions in the Bank of England base rate. Alongside the favourable market
backdrop, the Group has expanded its sales offering across what has
historically been a lettings-biased franchise network, upselling our
capabilities across the Group.
Total MSF on a pro-forma basis increased 9%, demonstrating continued organic
growth within the original core business.
Looking forward the division has a strong base from which to grow and in H2
Privilege has already begun to deliver tangible additions to income.
Management of the lettings portfolio as the Renters Rights Bill builds in
prominence will be an important operational priority alongside continuing to
drive growth through franchisee portfolio acquisitions.
Financial Services
Our expanded Financial Services division principally earns commission through
advisers arranging mortgage and protection products via our status as an
appointed representative of both the MAB and Primis mortgage networks.
The division performed well in H1, delivering £12.2m (H1 2024: £7.9m) of
income, an increase of 14% from £10.7m on a proforma basis. Over H1, the
division arranged 12,800 (H1 2024: 12,000 proforma) mortgages with an
equivalent lending value of £2.3bn (H1 2024: £2.0bn proforma). There was an
uptick in mortgage volumes due to the improved levels of sale activity driven
by the stamp duty change and the decrease in the Bank of England base rate,
with lenders expecting further reductions during the course of H2 2025.
The number of advisers at the end of the period was 293 (H1 2024: 303) and
productivity per adviser increased by 15% to £63k.
The division has continued to perform strongly as we enter H2, supported by a
further Bank of England base rate cut in August and a strong sales market
pipeline. Investment in an AI project to support lead progression and
qualification will provide more meaningful leads to advisors driving
productivity going into 2026.
Licensing
Our Licensing division comprises Fine & Country, where both UK and
international licensees pay a fixed fee to trade under the brand whilst
receiving marketing and regulatory support, and The Guild of Property
Professionals, which offers its members a well‑established brand that
provides access to group buying power and regulatory guidance in return for an
annual fee. We receive regular recurring monthly membership and license fees
from the agreements we have in place, and the division contributes to the
Group's increasing proportion of recurring revenue.
Total revenue from Licensing for H1 was £6.3m (H1 2024: £1.0m), of which
£5.0m is recurring. Fine & Country continues to grow its business, with
304 UK licensees (H1 2024: 287) and 66 international locations (H1 2024: 65).
The Guild has seen a decrease in member numbers, anticipated given the 12
month notice requirement, though work is underway to improve the value
proposition and create a more attractive model to deliver growth in both
volume and price.
Looking forward the division continues to perform well driven by the strength
of the Fine & Country business.
Directorate Update
After four years of valuable service, Dean Fielding, Non-Executive Director,
has informed the Board of his intention to step down from the Board at the end
of 2025. On behalf of the Board and the wider Group, I would like to thank
Dean for his contribution and support during a period of transformational
growth and change for TPFG.
The Board continues to evaluate Board composition with the focus of bringing
additional expertise that supports the Group's ambitions going forward.
Current Trading and Outlook
Looking ahead to the second half of 2025, the Group is well-placed to
capitalise on the additional income opportunities resulting from its enlarged
scale.
Our acquired businesses have successfully integrated into the Group and
continue to perform well, delivering strong returns on capital invested.
Equipped with a proven track record, a strong balance sheet and ongoing cash
generation, we continue to evaluate acquisition opportunities which align with
our strategic direction and return expectations.
The rollout of the Privilege programme, providing landlords with a compelling
option to adopt the agent-managed model, is progressing well and designed both
to protect income ahead of the anticipated Renters Rights Bill and to create
further growth opportunities in H2 and beyond. Alongside this, AI initiatives
remain on track, with first launches expected in H2 to deliver additional
revenue and margin benefits across the network.
Sales and Financial Services are underpinned by a robust pipeline of £43.5m
at the period end (Dec 2024: £33.4m), supported by the prospect of further
interest rate cuts, albeit balanced by some softening in new instructions. The
Group is also cognisant of the potential impact of any forthcoming legislation
in the Autumn Budget, in particular around property taxation, which may impact
activity in the sales market, but at this stage it is an unknown quantity.
The strength of TPFG's franchise model and diversified revenue base continues
to provide resilience against market cyclicality. With ongoing progress across
divisions, the Group expects to deliver further growth through the remainder
of FY25 and expects to deliver full year trading in line with market
expectations.
Gareth Samples
Chief Executive Officer
9 September 2025
Financial Review for FY25 Interim Results
H1 2025 H1 2024 % Change
Revenue £40.3m £26.9m 50%
Management Service Fees £15.5m £12.3m 26%
Cost of Sales £13.7m £8.9m 54%
Administrative expenses £14.1m £10.5m 34%
EBITDA £14.5m £7.1m 104%
Adjusted EBITDA £15.7m £9.6m 64%
Operating profit £11.3m £4.9m 131%
Adjusted operating profit £14.8m £9.2m 61%
Profit before tax £12.2m £4.8m 154%
Adjusted profit before tax £14.5m £9.1m 59%
Earnings per share (basic) 14.7p 7.2p 104%
Adjusted earnings per share (basic) 18.3p 15.5p 18%
Dividend 7.0p 6.0p 17%
Cash generated from operations £13.2m £3.7m 249%
Net cash generated from operations £8.4m £1.9m 342%
Revenue
Revenue for the six months ended 30 June 2025 increased 50% to £40.3m (H1
2024: £26.9m).
H1 2025 H1 2024 % Change H1 2024 Proforma % Change
Franchising £21.8m £18.2m 20% £20.4m 7%
Financial Services £12.2m £7.7m 59% £10.7m 14%
Licensing £6.3m £1.0m 514% £6.1m 5%
Total £40.3m £26.9m 50% £37.2m 8%
Out of total revenues of £40.3m in the period, Franchising accounted
for £21.8m (54%), Financial Services for £12.2m (30%) and Licensing
for £6.3m (16%).
Operating Profit
Headline operating profit increased by 131% to £11.3m (H1 2024: £4.9m) with
an operating margin of 28% (H1 2024: 18%). Adjusted operating profit (before
exceptional items, amortisation of acquired intangibles, share-based payment
charges and the impact of change to the GPEA deferred consideration) increased
by 62% to £14.8m (H1 2024: £9.2m) with an adjusted operating margin of 37%
(H1 2024: 34%).
Operating margins for the three divisions were as follows:
- Franchising operating margin of 58% (H1:2024: 50%)
- Financial services operating margin of 16% (H1:2024: (16%)
- Licensing operating margin of 29% (H1 2024: 22%)
As part of the 2024 acquisitions, £2.5m of annual cost synergies were
anticipated post integration. In H1 2025 we have achieved a further £1m of
savings towards this goal, £1.4m since acquisition. These savings were
achieved through the cessation of the consultancy contracts with the Belvoir
ex CEO and CFO, restructuring of combined functions and the removal of
duplicated costs. We remain on track to deliver the full £2.5m of cost
synergies.
Against these savings the Group has also seen an increase in costs arising
from changes to national minimum wage and employers' national insurance,
interest arising from the acquisition funding and recruitment to support
strategic growth initiatives.
EBITDA
EBITDA for H1 2025 was £14.5m (H1 2024: £7.1m) an increase of 104%.
Adjusted EBITDA, for H1 2025 was £15.7m (H1 2024: £9.6m), having removed
exceptional items, share-based payment charges and the net impact of the
change to the GPEA deferred consideration, an increase of 63% over the prior
year. On a proforma basis, the growth was 22% from £12.9m.
Exceptional Items
During the period, despite the GPEA business performing in line with our
expectations, we amended certain customary terms under the SPA which resulted
in a reduction in the deferred consideration payable, down to £3.65m. The
£1.35m difference has been recognised as an exceptional gain in the reported
profit before tax within these accounts.
Profit before tax
Profit before tax for H1 2025 increased to £12.2m (H1 2024: £4.8m). Adjusted
profit before tax increased by 59% from £9.1m to £14.5m having removed
exceptional items of £0.4m (H1 2024: £2.2m), amortisation of acquired
intangibles of £2.3m (H1 2024: £1.8m), share-based payment charges of £0.8m
(H1 2024: £0.3m) and the gain recognised on GPEA deferred consideration
£1.35m (H1 2024: £nil). Adjusted profit before tax growth on a pro-forma
basis was 18% from £12.3m.
Taxation
The effective rate of corporation tax for the period was 23% (2024: 24%). The
income tax expense increased by 143% to £2.8m (H1 2024: £1.2m).
Profit and Total Comprehensive Income
Statutory profit after income tax expenses attributable to the owners of the
parent increased by 155% to £9.4m (H1 2024: £3.7m).
Earnings per share
Basic earnings per share ("EPS") for H1 was 14.7p (H1 2024: 7.2p), an increase
of 104% based on the average number of shares in issue for the period of
63,752,008 (H1 2024: 51,422,733).
Diluted EPS for the period was 14.5p (H1 2024: 7.0p), an increase of 107%
based on the average number of shares in issue for the period plus an estimate
for the dilutive effect of option grants vesting, being 64,429,547 (H1 2024:
52,842,604).
Adjusted basic EPS for the period was 18.3p (H1 2024: 15.5p), an increase of
18% and adjusted diluted EPS for the period was 18.1p (H1 2024: 15.1p), an
increase of 20%.
Dividends
The Board has pursued a progressive dividend policy to generate an attractive
return for shareholders and, given the Group's strong financial standing, it
will continue to do so. At the same time, the Board will pursue corporate
acquisitions as and when they arise and fulfil the other elements of its
strategic plan.
The Group has made significant progress with its strategic objectives and
continues to deliver strong cash generation from its enlarged operations. As a
result, the Board is pleased to announce an increased interim dividend of 7.0p
(H1 2024: 6.0p). It will be paid on 3 October 2025 to all shareholders on the
register on 19 September 2025. The shares will be marked ex-dividend on 18
September 2025.
Balance Sheet
The Group has improved its balance sheet strength since 30 June 2024 with
equity attributable to the owners increasing 3% to £148.3m (H1 2024:
£144.0m).
Cash flow
Cash generated from operating activities was £13.2m (H1 2024: £3.7m). The
net cash inflow from operating activities was £8.1m (H1 2024: £1.9m). Cash
conversion against earnings was 87% (H1 2024: 53%).
The net cash outflow from investing activities was £3.4m (H1 2024: £15.9m).
Of the £3.4m, £3.7m related to the deferred consideration payable as a
result of the acquisition of GPEA Limited in 2024.
The Group borrowed £20.0m from Barclays to fund the acquisition of GPEA in
May 2024. This was made up of a revolving credit facility ("RCF") of £6.0m,
with an additional availability of £2m and a term loan of £14.0m repayable
over three years.
As at 30 June 2025, the RCF balance was £6.5m, £1.6m of the term loan was
repaid, and £0.2m of interest was accrued, leaving the Group with £18.3m of
bank debt.
Liquidity
The Group had cash balances of £7.3m on 30 June 2025 (H1 2024: £5.7m) and
after deducting the term loan balance of £11.8m and the outstanding RCF
balance of £6.5m mentioned above, net debt was £10.9m (H1 2024: net debt of
£14.3m).
Ben Dodds
Chief Financial Officer
9 September 2025
Consolidated statement of comprehensive income
for the six months ended 30 June 2025
Unaudited Unaudited Audited
6 6 12
Months Months Months
Ended Ended Ended
30.06.25 30.06.24 31.12.24
£'000 £'000 £'000
Revenue 4 40,323 26,853 67,310
Cost of sales (13,712) (8,880) (22,339)
GROSS PROFIT 26,611 17,973 44,971
Administrative expenses before exceptional items (14,107) (10,540) (26,139)
Exceptional administrative expenses 5 (422) (2,245) (2,720)
Share-based payments charge (775) (284) (875)
OPERATING PROFIT 11,307 4,904 15,237
Finance income 129 126 262
Finance costs (594) (195) (1,195)
Other gains and losses 1,350 - -
PROFIT BEFORE INCOME TAX EXPENSE 12,192 4,835 14,304
Income tax expense 6 (2,839) (1,167) (4,172)
PROFIT AND TOTAL COMPREHENSIVE 9,353 3,668 10,132
INCOME FOR THE PERIOD
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO:
Owners of the parent 9,373 3,681 10,192
Non-controlling minority interest (20) (13) (60)
9,353 3,668 10,132
Earnings per share attributable to owners of the parent 7 14.7p 7.2p 17.7p
Diluted earnings per share attributable to owners of the parent 7 14.5p 7.0p 17.6p
Adjusted:
Earnings per share attributable to owners of the parent 7 18.3p 15.5p 31.7p
Diluted earnings per share attributable to owners of the parent 7 18.1p 15.1p 31.4p
Consolidated statement of financial position
for the six months ended 30 June 2025
AS AT 30 JUNE 2024 Unaudited Unaudited Audited
As at As at 30.06.24 As at 31.12.24
30.06.25
£'000 £'000 £'000
ASSETS
NON-CURRENT ASSETS
Intangible assets 177,517 183,407 180,001
Property, plant and equipment 819 802 837
Right of use assets 3,544 2,278 3,353
Prepaid assisted acquisitions support 199 238 216
Other Receivables 4,540 3,135 4,791
186,619 189,860 189,198
CURRENT ASSETS
Trade and other receivables 11,687 12,682 10,623
Cash and cash equivalents 7,305 5,698 4,163
18,992 18,380 14,786
TOTAL ASSETS 205,611 208,240 203,984
ISSUED CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF PARENT
Share capital 638 623 638
Share premium 4,129 4,129 4,129
Merger reserve 117,497 117,497 117,497
Own share reserve (2,306) (420) (3,832)
Retained earnings 26,455 19,194 24,643
Other reserves 1,907 2,965 1,083
148,320 143,988 144,158
NON-CONTROLLING INTEREST (83) (16) (63)
TOTAL EQUITY 148,237 143,972 144,095
LIABILITIES
NON-CURRENT LIABILITIES
Borrowings 9 8,556 17,667 10,111
Other payables 1,428 - 1,428
Lease liabilities 3,214 2,167 3,048
Provisions 278 154 278
Deferred tax 21,222 22,689 22,058
34,698 42,677 36,923
CURRENT LIABILITIES
Borrowings 9 9,698 2,333 3,111
Trade and other payables 9,717 16,878 15,869
Lease liabilities 792 639 802
Tax payable 2,469 1,741 3,184
22,676 21,591 22,966
TOTAL LIABILITIES 57,374 64,268 59,889
TOTAL EQUITY AND LIABILITIES 205,611 208,240 203,984
Consolidated statement of changes in equity
for the six months ended 30 June 2025
Called up share capital Retained earnings Share premium Own share reserve Merger reserve Other reserves Total Non- controlling interest Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 (audited) 323 20,765 4,129 (420) 14,345 1,673 40,815 (3) 40,812
Profit and total comprehensive income - 3,681 - - - - 3,681 (13) 3,668
Share-based payments charge - - - - - 284 284 - 284
Deferred tax on share-based payments - - - - - 1,008 1,008 - 1,008
Shares issued - acquisition of Belvoir 300 - - - 103,152 - 103,452 - 103,452
Dividends - (5,252) - - - - (5,252) - (5,252)
Total transactions with owners 300 (5,252) - - 103,152 1,292 99,492 - 99,492
Balance at 30 June 2024 (unaudited) 623 19,194 4,129 (420) 117,497 2,965 143,988 (16) 143,972
Profit and total comprehensive income - 6,511 - - - - 6,511 (47) 6,464
Share-based payments charge - - - - - 591 591 - 591
Deferred tax on share-based payments - - - - - (929) (929) - (929)
Shares issued - acquisition of Belvoir 1 - - - - - 1 - 1
Shares issued - share option exercises 14 2,698 - (3,412) - (1,544) (2,244) - (2,244)
Dividends - (3,760) - - - - (3,760) - (3,760)
Total transactions with owners 15 (1,062) - (3,412) - (1,882) (6,341) - (6,341)
Balance at 31 December 2024 (audited) 638 24,643 4,129 (3,832) 117,497 1,083 144,158 (63) 144,095
Profit and total comprehensive income - 9,373 - - - - 9,373 (20) 9,353
Share-based payments charge - - - - - 775 775 - 775
Deferred tax on share-based payments - - - - - 49 49 - 49
Shares issued - share option exercises - - - 1,526 - - 1,526 - 1,526
Dividends - (7,561) - - - - (7,561) - (7,561)
Total transactions with owners - (7,561) - 1,526 - 824 (5,211) - (5,211)
Balance at 30 June 2025 (unaudited) 638 26,455 4,129 (2,306) 117,497 1,907 148,320 (83) 148,237
Consolidated statement of cash flows
for the six months ended 30 June 2025
Unaudited Unaudited Audited
6 Months Ended 6 Months Ended 12 Months Ended
30.06.25 30.06.24 31.12.24
£'000 £'000 £'000
Cash flows from operating activities
Profit before income tax 12,192 4,835 14,304
Depreciation and amortisation charges 3,206 2,237 5,268
Share-based payments charge 775 284 875
Profit on disposal of assets 97 (46) (46)
Gain on deferred consideration (1,350) - -
Finance costs 594 195 1,195
Finance income (129) (126) (263)
Operating cash flow before changes in working capital 15,385 7,379 21,333
Increase in trade and other receivables (965) (1,402) (1,775)
Increase / (Decrease) in trade and other payables (1,186) (2,273) (961)
Cash generated from operations 13,234 3,704 18,597
Interest paid (472) (12) (659)
Tax paid (4,342) (1,761) (3,257)
Net cash generated from operations 8,420 1,931 14,681
Cash flows from investing activities
Purchase of Belvoir net of cash acquired - (1,730) (1,730)
Purchase of GPEA net of cash acquired (3,650) (14,321) (14,255)
Disposal of investment in shares - - 143
Disposal of intangible assets - 125 125
Purchase of intangible assets (152) - -
Purchase of tangible assets (111) (8) (192)
Payment of assisted acquisitions support (29) (95) (114)
Interest received 253 126 263
Net cash used in investing activities (3,689) (15,903) (15,760)
Cash flows from financing activities
Issue of ordinary shares - - 14
Equity dividends paid (note 8) (7,561) (5,252) (9,012)
Purchase of shares by Employee Benefit Trust 1,924 - (3,412)
Net settlement of share options (398) - -
Bank loan and revolving credit facility drawn 6,500 20,000 20,000
Bank loan and revolving credit facility repaid (1,556) (2,500) (9,278)
Principal paid on lease liabilities (406) (164) (580)
Interest paid on lease liabilities (92) (56) (132)
Net cash used in financing activities (1,589) 12,028 (2,400)
(Decrease) / Increase in cash and cash equivalents 3,142 (1,944) (3,479)
Cash and cash equivalents at the beginning of the period 4,163 7,642 7,642
Cash and cash equivalents at end of the period 7,305 5,698 4,163
Notes to the interim results
for the six months ended 30 June 2025
1. General information
The principal activity of The Property Franchise Group PLC and its
subsidiaries is that of a UK residential property franchise, licensing and
financial services business. The Group operates in the UK. The Company is a
public limited company incorporated and domiciled in the UK and listed on AIM.
The address of its head office and registered office is 2 St Stephen's Court,
St Stephen's Road, Bournemouth, Dorset, BH2 6LA, UK.
2. Basis of preparation
The financial information set out in these condensed consolidated interim
financial statements for the six months ended 30 June 2025 and the comparative
figures are unaudited and have been prepared in accordance with IAS 34
"Interim Financial Reporting" as adopted by the UK and the AIM rules.
They do not constitute statutory accounts and do not contain all the
information and disclosures required for full annual financial statements and
should be read in conjunction with the Group's consolidated financial
statements for the year ended 31 December 2024.
Going concern
The Group has produced detailed budgets, projections and cash flow forecasts.
These have been stress tested to understand the impacts of reductions in
revenue and costs. The Directors have concluded after reviewing these budgets,
projections and forecasts, making appropriate enquiries of the business, that
there is a reasonable expectation that the Group has adequate resources to
continue in operation for the foreseeable future and will meet the banking
covenants required by the new facility drawn down in May 2024. Accordingly,
they have adopted the going concern basis in preparing the financial
statements.
Significant accounting policies
The accounting policies applied in these condensed consolidated interim
financial statements are consistent with those applied in the preparation of
the Group's annual consolidated financial statements for the year ended 31
December 2024, except for the adoption of new standards and interpretations as
of 1 January 2025 which have not had a material impact on the Group's results.
Accounting judgements and estimates
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions. The significant judgements and key
sources of estimation uncertainty are consistent with those disclosed in the
most recent annual financial statements.
3. Basis of consolidation
The Group financial statements include those of the Parent Company and its
subsidiaries, drawn up to 30 June 2025. Subsidiaries are all entities over
which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the
entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by the Group.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date. Acquisition-related costs are expensed as incurred.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
to the Group's accounting policies.
4. Segmental reporting
The Directors consider there to be three operating segments in 2025 (2024:
three), being Property Franchising, Financial Services and Licensing (2024:
Property Franchising, Financial Services and Licensing).
For the six months ended 30 June 2025:
Property Financial Services Licensing Total
Franchising
£'000 £'000 £'000 £'000
Revenue 21,779 12,222 40,323
6,322
Segment adjusted operating profit 12,776 1,941 1,813 16,530
PLC central overheads (1,694)
Exceptional administrative expenses (422)
Acquired intangibles amortisation (2,332)
Share based payments charge (775)
Finance costs and income (329)
Gain on the acquisition of GPEA 1,350
Unwinding of discounting of acquisition deferred consideration (136)
Profit before tax 12,192
For the six months ended 30 June 2024:
Licensing
Property Financial Services Total
Franchising
£'000 £'000 £'000 £'000
Revenue 18,152 7,672 26,853
1,029
Segment adjusted operating profit 9,162 1,071 225 10,458
PLC central overheads (1,247)
Exceptional administrative expenses (2,245)
Amortisation on acquired intangibles (1,778)
Share based payments charge (284)
Finance costs and income (69)
Profit before tax 4,835
For the year ended 31 December 2024:
Licensing
Property Financial Services Total
Franchising
£'000 £'000 £'000 £'000
Revenue 40,899 19,202 67,310
7,209
Segment adjusted operating profit 22,380 3,269 1,784 27,433
PLC central overheads (4,373)
Exceptional administrative expenses (2,720)
Amortisation on acquired intangibles (4,228)
Share based payments charge (875)
Finance costs and income (932)
Profit before tax 14,305
There was no inter-segment revenue in any period.
5. Exceptional Costs
Exceptional costs relate to costs incurred as a result of restructuring the
Group post acquisition of Belvoir Group plc and GPEA Limited in 2024.
6. Taxation
The tax charge is based on the expected effective tax rate for the full year
to December 2025. The majority of the tax arises from applying this effective
tax rate to the profit on ordinary activities.
7. Earnings per share
Earnings per share is calculated by dividing the profit for the financial year
by the weighted average number of shares during the year.
Unaudited Unaudited Audited
6 Months Ended 6 Months Ended 12 Months Ended
30.06.25 30.06.24 31.12.24
£'000 £'000 £'000
Profit for the period attributable to owners of parent 9,373 3,681 10,192
Amortisation on acquired intangibles 2,332 1,778 4,228
Share-based payments charge 775 284 875
Unwinding of discounting of acquisition deferred consideration 136 - 191
Gain on acquisition of GPEA (1,350) - -
Exceptional costs 422 2,245 2,720
Adjusted profit for the period 11,688 7,988 18,206
Unaudited Unaudited Audited
6 Months 6 Months Ended 12 Months Ended
Ended
30.06.25 30.06.24 31.12.24
Weighted average number of shares 63,752,008 51,422,733 57,477,151
Dilutive effect of share options on ordinary shares 677,539 1,419,871 419,881
Unaudited Unaudited Audited
6 Months 6 Months Ended 12 Months Ended
Ended
30.06.25 30.06.24 31.12.24
Basic earnings per share 14.7 7.2p 17.7p
Diluted earnings per share 14.5 7.0p 17.6p
Adjusted basic earnings per share 18.3 15.5p 31.7p
Adjusted diluted earnings per share 18.1 15.1p 31.4p
8. Dividends
Unaudited Unaudited Audited
As at As at As at
30.06.25 30.06.24 31.12.24
£'000 £'000 £'000
Final dividend paid 7,561 4,600 4,600
Dividend per share paid 11.9p 7.4p 7.4p
Interim dividend paid - - 3,770
Dividend per share paid - - 6.0p
Special dividend paid - 642 642
Dividend per share paid - 2.0p 2.0p
Total Dividends paid 7,561 5,242 9,012
An interim dividend for 2025 of 7.0p per share has been declared and will be
paid on 3 October 2025 to all shareholders on the register on 19 September
2025. The shares will be marked ex-dividend on 18 September 2025. The total
amount payable is £4.5m.
9. Borrowings
Unaudited Unaudited Audited
As at As at As at
30.06.25 30.06.24 31.12.24
£'000 £'000 £'000
Repayable within one year:
Bank loan (term loan) 3,151 2,333 3,111
Bank loan (revolving credit facility) 6,546 - -
Repayable in more than one year:
Bank loan (revolving credit facility) - 6,000 -
Bank loan (term loan) 8,556 11,667 10,111
On 31 May 2024, the Company agreed facilities with Barclays Bank Plc totalling
£27.0m of which £5.0m was an accordion subject to conditions at the time of
requesting its use. This loan facility comprised of a:
Term Loan - £14.0m term loan drawn down on 31 May 2024 and repayable over 3
years with extension options to 5 years. This is currently being repaid over 3
years with quarterly instalments of £777,777 due from 1 November 2024. The
interest rate appliable to the term loan is 2.2% over SONIA.
Revolving credit facility ("RCF") - £8.0m was immediately available of which
£1.0m was drawn down on 31 May 2024 and £5.0m was drawn down on 6 June 2024,
with £2.0m remaining unutilised. The interest rate applicable to the RCF is
2.5% over SONIA. There is a non-utilisation rate of 1% on undrawn amounts.
As at 31 December 2024, the RCF was repaid in full, and on 23 May 2025 £6.5m
was drawn down. The interest rate applicable to the RCF is 2.5% over SONIA.
There is a non-utilisation rate of 1% on undrawn amounts.
The loans are secured with a fixed and floating charge over the Group's assets
and a cross guarantee over all companies in the Group.
The net cash inflow for borrowings arising from financing activities during
the period was £4.9m (H1 2024: £20m).
10. Deferred Consideration
Acquisition of GPEA Limited
On 31 May 2024 the Group acquired the entire issued share capital of GPEA
Limited, trading as The Guild of Property Professionals ("The Guild") and Fine
& Country. Total consideration was £19.4m made up of an initial payment
of £15m, with a post completion adjustment of £0.6m and a deferred
consideration of £5m payable on 31 May 2025.
During the period, despite the GPEA business performing in line with our
expectations, we amended certain customary terms under the SPA which resulted
in a reduction in the deferred consideration payable by £3.65m. The £1.35m
difference has been recognised as an exceptional gain in the reported profit
before tax within these accounts.
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