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21/09/2016 Interim Results RNS London Stock Exchange

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NAHL Group PLC NAH

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Interim ResultsReleased 07:00 21Sep2016

RNS Number : 3748KNAHL Group PLC21 September 2016

21 September 2016

NAHL Group plc("NAHL" or the "Group")

Interim Results

Performance in line with expectations led by strong growth in Critical Care division

NAHL, the leading UK marketing and services business focused on the UK consumer legal market,announces its Interim Results for the six months ended 30 June 2016. Financial Highlights

• Revenue up 1.3% to £25.8m (2015 H1: £25.4m)

• Underlying operating profit up 24.5% to £8.8m (2015 H1: £7.0m)

• Improvement in underlying operating profit margin from 27.7% to 34.0%

• Profit before tax up 17.1% to £7.5m (2015 H1: £6.4m)

• Excellent cash conversion of 95.7% (2015 H1: 95.5%)

• Basic earnings per share up 5.6% to 13.2p (2015 H1: 12.5p)

• Interim dividend of 6.35p per share (2015 H1: 6.25p)

Operational Highlights

• Focus on a higher value blend of cases in Personal Injury division, NAH, with strengthenedmargins, despite an uncertain regulatory backdrop

• Further progress with strategic diversification into complementary legal services markets

• Bush, the Group's Critical Care division, has performed well and is trading ahead of plan

• Fitzalan, the Group's Conveyancing division, has shown good organic growth in revenue

and operating profits

• Searches UK acquisition extends the conveyancing offering

Russell Atkinson, CEO of NAHL, commented: "I am pleased to report a solid performance in the first half of the year, as the more diversified natureof the Group helped to drive improvements in our profitability. We saw a strong contribution from

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Bush, the Group's Critical Care division, whilst our conveyancing business also showed goodorganic revenue and profit growth, strengthened by the performance of Searches UK, which wasacquired in January.

"NAH performed as expected, with our deliberate strategy to reduce volumes and focus on highervalue case types helping to improve margins. We continue to plan for a range of outcomes as weawait the anticipated publication of the Ministry of Justice's consultation. "The underlying performance of the Group continues to benefit from our strategic diversification intocomplementary legal services markets and we have continued to make good progress on achievingour vision of being the UK's leading marketing and services provider in our chosen legal markets.The Group continues to deliver good levels of cash generation and the Board remains committed toa progressive dividend policy. Second half trading has commenced in line with our expectations."

Enquiries:NAHL Group plcRussell Atkinson (CEO)Steve Dolton (CFO)

via FTI ConsultingTel: +44 (0) 20 3727 1000

Investec Bank plc (NOMAD & Broker)Garry LevinDavid FlinJames IrelandDavid AndersonWilliam Godfrey

Tel: +44 (0) 20 7597 5970

FTI Consulting (Financial PR)Oliver WintersAlex BeagleyJames Styles

Tel: +44 (0) 20 3727 1000

Notes to Editors NAHL Group NAHL Group plc is a leading UK marketing and services business focused on the UK consumerlegal market. The Group comprises three divisions: Personal Injury (National Accident Helpline NAH), Conveyancing (Fitzalan Partners Fitzalan) and Ctitical Care (Bush & CompanyRehabilitation Bush). NAH provides outsourced marketing services in the personal injury market,Fitzalan, which includes Searches UK a leading conveyancing search provider, provides marketingservices in the property market and Bush provides a range of specialist services in the catastrophicinjury market.More information is available at www.nahlgroupplc.co.uk and www.nationalaccidenthelpline.co.uk Chairman's Statement I am pleased to report the Group's results for the six months ended 30 June 2016. Summary of Financial Performance NAHL Group plc ("NAHL" or "the Group") has performed in line with expectations, with revenue of£25.8m, up 1.3% (2015 H1: £25.4m), delivering underlying operating profit1 of £8.8m, up 24.5%(2015 H1: £7.0m). Profit before tax increased 17.1% to £7.5m, up from £6.4m and basic earningsper share were 13.2p, up 5.6% from 12.5p in the comparative period in 2015. Trading Review National Accident Helpline ("NAH"), the Group's Personal Injury ("PI") division, has performed aswe expected and the NAH brand continues to rank as the most trusted and recognised in the PIsector. As previously highlighted, we have purposefully reduced case volumes, whilst the currentregulatory uncertainty causes law firms to consider more carefully how much they invest in new PIcases. It is encouraging to note that the reduction in activity by our Panel Law Firms ("PLFs") hasbeen in line with our expectations and demand appears to have stabilised through the period. Inreducing our case volumes, we have proactively focused on a higher value blend of cases, whichare attractive to our PLFs. As a result while our revenue has reduced, as planned, by 33.7%,margins have been strengthened and operating profits are only 6.8% lower than the same period lastyear. This is a creditable performance given the regulatory backdrop. We plan to maintain thecurrent levels of operating performance in the second half of this financial year.

http://www.nahlgroupplc.co.uk/

http://www.national-accident-helpline.co.uk/



We still await the publication of the consultation, announced in the Chancellor's Autumn Statementin November 2015, into, inter alia, the potential transfer of PI claims of up to £5,000 to the smallclaims court and the removal of the right of individuals to claim general damages for minor whiplashinjuries. Regrettably this has not yet been published and appears to have suffered further delaysfollowing the EU Referendum. We continue to plan for a range of potential outcomes which weexpect will be implemented in H2 2017 at the earliest. As part of our planning, we are building closerrelationships with our key PLFs, and would expect that the new regulatory environment, when itemerges, will give us the opportunity to play a more proactive role in the entire conduct andfinancing of a PI case. We intend to trial an initial small proportion of our enquiries in the final quarterof 2016 through different commercial and structural arrangements to those we normally deploy andwill provide an update on this initiative at the Group's full year results. Fitzalan, the Group's Conveyancing division, has shown good organic growth in revenue andoperating profits in the first half, complemented by the acquisition of Searches UK in January 2016.The division operates in the UK residential property transactional market and is well placed to growas consumer habits for procuring legal services continue to change. While we have seen reducedvolumes in the immediate aftermath of the EU Referendum these volumes have started to recovermore recently albeit from a low base and we expect to maintain our first half performance throughthe rest of the year. We remain confident of the longerterm outlook for the division. Bush, the Group's Critical Care division acquired in October 2015, has performed well and is tradingahead of plan. Revenue of £5.2m has delivered operating profit of £1.8m. Our investment inbusiness development has proved timely and new business initiatives are progressing as planned.We continue to invest in our quality reputation and therefore clinical independence is reinforced. Weexpect to see continued growth in the second half of this financial year. Balance Sheet and Cash Conversion Cash generation was again strong across NAHL, with a 95.7% (2015 H1: 95.5%) cash conversionof underlying operating profit into net cash flows from continuing operating activities before interestand tax. Whilst we expect this percentage to decline in the second half we still expect a good levelof cash generation moving forward. Our balance sheet is robust and at the period end we hadadjusted net debt2 of £9.6m, an increase of £1.3m since the year end, after paying the 2015 finaldividend of £5.7m and cash consideration of £2.1m for the acquisition of Searches UK in January2016. We intend to utilise some of our strong cash flow to fund the trial of a small proportion of ourenquiries through different commercial and structural arrangements, at NAH, as indicated above.Whilst these trials will result in a reduction in our cash conversion at NAHL, we believe it willunderpin an accelerated start into any new regulated environment. Our dividend policy remainsunaffected by this. Interim Dividend The Board has declared an interim dividend of 6.35p per share payable on 31 October 2016 toordinary shareholders registered on 30 September 2016. Outlook At the Group level, second half trading has commenced in line with our expectations despite facingshort term headwinds in both our PI and Conveyancing markets, both created by unusual anddisruptive events. Progress is unlikely to be seen in the PI division until the regulatory position starts to clarify and wecan begin implementing plans for the future. We have right sized NAH to reflect the uncertainregulatory environment. The strategic decision to focus on higher value cases within NAH as wellas our digital expertise, market leadership and brand recognition, means we remain well placed tocapitalise on any emerging opportunities to ensure consumers continue to access justice fairly andcost effectively. We expect our Conveyancing division to trade in line with first half performance, despite continuedmarket volatility, and the Board expects to see growth in 2017 as confidence in the UK transactionalmarket stabilises. Our Critical Care division continues to trade well and we are optimistic about further growthprospects for this division. Whilst we have had to deal with a number of market related issues in the year so far, overall, weexpect 2016 to be a year of progress. Steve HalbertChairman



20 September 2016 1 Underlying operating profit excludes share based payments, amortisation of intangible assets

acquired on business combination and oneoff items2 Adjusted net debt comprises cash and cash equivalents, borrowings and other payables relating to a

discontinued pre LASPO product. Management Report NAHL is a leading UK marketing and services business focused on the UK consumer legal market.The Group comprises three divisions: Personal Injury (National Accident Helpline), Conveyancing(Fitzalan Partners and Searches UK) and Critical Care (Bush and Company Rehabilitation). The Group has shown good growth in the period with Personal Injury performing as expected withgood contributions from Conveyancing and particularly Critical Care which has performed ahead ofplan. Financial Overview RevenueRevenue increased by 1.3% to £25.8m (2015 H1: £25.4m). Within this, Critical Care, which wasacquired in October 2015, contributed £5.2m (2015 H1: £nil). Revenue in Personal Injury, asanticipated, declined as we adjusted our model to focus on higher yielding enquiries. ProfitabilityUnderlying operating profit increased by 24.5% to £8.8m (2015 H1: £7.0m). Personal Injury, as expected, showed a 6.8% decline to £7.0m (2015 H1: £7.5m) as the marketcontinued to react to the Chancellor's Autumn Statement, made in November 2015, regardingpotential changes in the small claims limit and general damages in RTA. Whilst the number ofenquiries and therefore revenue declined, the division did optimise its marketing spend and deliveredgood margin improvement. Conveyancing continued its good start since joining the Group in February 2015. With theacquisition of Searches UK in January 2016 the division has seen its operating profit increase by113.4% to £0.7m (2015 H1: £0.3m). Whilst the division, in line with the market as a whole, has seena slowdown in activity since the EU referendum we believe the division will still produce goodgrowth this year. Critical Care has made an excellent start delivering £1.8m of operating profit (2015 H1: £nil). Thedivision has supplemented key operational management and increased overall staff numbers tounderpin its strong quality ethos. It has also strengthened its business development activities andthe Group is confident that the division will continue to increase its market share in this sector. The Group remains committed to maintaining cost controls and has delivered an improvement in theunderlying operating profit margin from 27.7% to 34.0%. Non underlying items of £1.0m (2015 H1:£0.5m) mainly relate to amortisation of intangible assets and share based costs. Earnings per ShareBasic and diluted earnings per share for the period were 13.2p and 12.9p respectively (2015 H1:12.5p and 12.3p). DividendThe Board has declared an interim dividend of 6.35p per ordinary share (2015 H1: 6.25p) which willbe paid on 31 October 2016 to ordinary shareholders registered at the close of business on 30September 2016. The policy to pay two thirds of its retained earnings each year, with one third ofthis at the interim stage, as a dividend remains the board's objective. The final payment is expectedto be announced in March 2017 for payment in May 2017. Cash and Balance SheetThe Group had £9.6m of adjusted net debt at 30 June 2016 (2015 H1: £1.2m). This comprised thefollowing:

30June2016£000

30June2015£000

31December

2015£000

Cash and cash equivalents 6,522 9,324 10,056Other interestbearing loans and loan notes (12,936) (5,901) (14,782)Net (debt)/cash (6,414) 3,423 (4,726)Other payables relating to pre LASPO ATE product (3,167) (4,610) (3,601)Adjusted net debt (9,581) (1,187) (8,327)



The Group continued to enjoy strong cash flow from operating activities and delivered a cashconversion of underlying operating profit into net cash flows from continuing operating activitiesbefore interest and tax of 95.7% (2015 H1: 95.5%).Whilst the overall percentage will see a declinein the second half we still expect the Group to deliver good levels of cash generation. The overallincrease in adjusted net debt since June 2015 was primarily due to the acquisition of Bush andCompany Rehabilitation in October 2015 which was partly funded from cash. Russell AtkinsonChief Executive Officer Steve DoltonChief Financial Officer 20 September 2016

Consolidated statement of comprehensive incomefor the 6 months ended 30 June 2016

Note

Unaudited6 monthsended 30June 2016

£000

Unaudited6 monthsended 30

June2015£000

Audited

12months

ended 31December

2015£000

Revenue 2 25,753 25,411 50,716Cost of sales (10,991) (13,911) (25,785)Gross profit 14,762 11,500 24,931Administrative expenses (7,034) (5,014) (10,812)Underlying operating profit 8,750 7,030 15,622Sharebased payments (433) (374) (833)Amortisation of intangible assets acquired on businesscombination 8 (533) (259)Oneoff items 5 (56) (170) (411)Total operating profit 2 7,728 6,486 14,119Financial income 3 10 35 59Financial expense 4 (209) (90) (228)Profit before tax 7,529 6,431 13,950Taxation (1,563) (1,287) (3,184)Profit for the year and total comprehensive income 5,966 5,144 10,766 All profits and losses and total comprehensive income are attributable to the owners of theCompany.



Audited12 monthsended 31December

2015Basic earnings per share (p) 11 13.2 12.5 25.6Diluted earnings per share (p) 11 12.9 12.3 25.0 Consolidated statement of financial positionAt 30 June 2016

Note


£000


June2015£000

Audited12

monthsended 31December

2015£000

Noncurrent assetsGoodwill 7 60,362 43,726 59,238



Goodwill 7 60,362 43,726 59,238Intangibles 8 8,780 484 8,452Property, plant and equipment 339 105 259Deferred tax asset 68 78 68

69,549 44,393 68,017Current assetsTrade and other receivables 9,235 5,658 8,044Cash and cash equivalents 6,522 9,324 10,056

15,757 14,982 18,100Total assets 85,306 59,375 86,117Current liabilitiesOther interestbearing loans and borrowings (3,693) (2,950) (3,693)Trade and other payables (9,557) (10,155) (8,949)Other payables relating to legacy preLASPO ATE product 2 (3,167) (4,610) (3,601)Deferred tax liability (1,916) (101) (1,738)Tax payable (1,909) (1,319) (1,976)

(20,242) (19,135) (19,957)Noncurrent liabilitiesOther interestbearing loans and borrowings (9,243) (2,951) (11,089)Total liabilities (29,485) (22,086) (31,046)Net assets 55,821 37,289 55,071EquityShare capital 9 113 103 113Share option reserve 1,554 662 1,121Share premium 14,271 14,262Merger reserve (66,928) (66,928) (66,928)Retained earnings 106,811 103,452 106,503Total equity 55,821 37,289 55,071

Consolidated statement of changes in equityfor the 6 months ended 30 June 2016

Sharecapital£000

Shareoptionreserve

£000

Sharepremium

£000

Mergerreserve

£000

Retainedearnings

£000

Totalequity£000

Balance at 1 January 2016 113 1,121 14,262 (66,928) 106,503 55,071Total comprehensive income for theperiodProfit for the period 5,966 5,966Total comprehensive income for theperiod 5,966 5,966

Transactions with owners, recorded directly inequityIssue of new Ordinary Shares (note 10) 9 9Sharebased payments 433 433Dividends paid (5,658) (5,658)Balance at 30 June 2016 113 1,554 14,271 (66,928) 106,811 55,821

Balance at 1 January 2015 103 288 49,533 (50,000) 36,250 36,174Total comprehensive income for theperiodProfit for the year 5,144 5,144Total comprehensive income 5,144 5,144Transactions with owners, recordeddirectly in equityBonus issue of Capital reduction shares 16,928 (16,928) Capital reduction shares cancelled (16,928) 16,928 Capital reduction (49,533) 49,533 Sharebased payments 374 374Dividends paid (4,403) (4,403)Balance at 30 June 2015 103 662 (66,928) 103,452 37,289

Balance at 1 January 2015 103 288 49,533 (50,000) 36,250 36,174Total comprehensive income for theperiodProfit for the year 10,766 10,766Total comprehensive income 10,766 10,766Transactions with owners, recordeddirectly in equity

Bonus issue of Capital reduction shares 16,928 (16,928)



Bonus issue of Capital reduction shares 16,928 (16,928) Capital reduction shares cancelled (16,928) 16,928 Capital reduction (49,533) 49,533 Issue of new Ordinary Shares 10 14,262 14,272Sharebased payments 833 833Dividends paid (6,974) (6,974)Balance at 31 December 2015 113 1,121 14,262 (66,928) 106,503 55,071

Consolidated cash flow statementfor the period ended 30 June 2016

Note


£000


June2015£000

Audited12


2015£000

Cash flows from operating activitiesProfit for the year 5,966 5,144 10,766Adjustments for:Depreciation and amortisation 619 104 436Financial income 3 (10) (35) (59)Financial expense 4 209 90 228Sharebased payments 433 374 833Taxation 1,563 1,287 3,184

8,780 6,964 15,388Increase in trade and other receivables (823) (1,792) (813)Increase in trade and other payables 364 1,380 226Decrease in other payables relating to legacy preLASPO ATEproduct (434) (1,901) (2,910)

Cash generation from operations 2 7,887 4,651 11,891Interest paid 4 (209) (90) (216)Tax paid (1,735) (1,464) (3,127)Net cash from operating activities 5,943 3,097 8,548 Cash flows from investing activitiesAcquisition of property, plant and equipment (151) (6) (195)Consideration paid for the acquisition of subsidiaries (2,091) (3,662) (33,681)Intangible assets acquired (14) (51)Cash acquired from business combination 293 626 5,572Interest received 3 10 35 59Net cash used in investing activities (1,953) (3,007) (28,296) Cash flows from financing activitiesNew share issue 9 14,272Repayment of borrowings (1,875) (5,901)New borrowings acquired 15,000Bank arrangement fees for new borrowings (230)Dividends paid (5,658) (4,403) (6,974)Net cash used in financing activities (7,524) (4,403) (16,167) Net decrease in cash and cash equivalents (3,534) (4,313) (3,581)Opening cash and cash equivalents 10,056 13,637 13,637Cash and cash equivalents at period end 6,522 9,324 10,056

Notes to the financial statements 1. Accounting policies General InformationThe half year results for the current and comparative period to 30 June have not been audited orreviewed by auditors pursuant to the Auditing Practices Board guidance of Review of InterimFinancial Information.

These half year results do not comprise statutory accounts within the meaning of Section 434 of the



These half year results do not comprise statutory accounts within the meaning of Section 434 of theCompanies Act 2006. Statutory accounts for the year ended 31 December 2015 were approved bythe Board of Directors on 21 March 2016 and delivered to the Registrar of Companies. The report ofthe auditors on those accounts was unqualified, did not contain an emphasis of matter paragraphand did not contain any statement under Section 498 of the Companies Act 2006. Having made due enquiries the directors have a reasonable expectation that the Group hasadequate resources to continue in operational existence for the foreseeable future. For this reason,they continue to adopt the going concern basis in preparing the condensed set of financialstatements. The condensed set of financial statements was approved by the Board of directors on 20 September2016. Basis of preparation Statement of complianceThe half year results for the current and comparative period to 30 June have been prepared inaccordance with IAS 34 Interim financial reporting as adopted by the EU and the AIM Rules of UKcompanies. They do not include all of the information required for full annual financial statementsand should be read in conjunction with the financial statements of the Group for the year ended 31December 2015, which have been prepared in accordance with IFRSs as adopted by the EuropeanUnion. Use of judgements and estimatesThe preparation of financial statements in conformity with IFRSs requires management to makejudgements and estimates that affect the application of accounting policies and the reportedamounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accountingestimates are recognised in the year in which the estimates are revised and in any future yearsaffected. The preparation of the condensed set of financial statements requires management to makejudgements, estimates and assumptions that affect the application of accounting policies andreported amounts of assets and liabilities, income and expense. Actual results may differ fromthese estimates. In preparing the condensed set of financial statements, the significant judgements made bymanagement in applying the Group's accounting policies and the key sources of estimationuncertainty were of the same type as those that applied to the financial statements for the yearended 31 December 2015. Significant accounting policiesThe accounting policies used in the preparation of these interim financial statements for the 6months ended 30 June 2016 are the accounting policies as applied to the Group's financialstatements for the year ended 31 December 2015. Use of nonGAAP measures Underlying operating profitThe Directors believe that underlying operating profit provides additional useful information forshareholders on underlying trends and performance. This measure is used for performance analysis.Underlying operating profit is not defined by IFRS and therefore may not be directly comparable withother companies' adjusted profit measures. It is not intended to be a substitute for, or superior to,IFRS measurements of operating profit. The adjustments made to reported operating profit are: IFRS 2 Share Based Payments noncash Group Income Statement charge for share basedpayments. IFRS 2 requires the fair value of equity instruments measured at grant date to be spreadover the period during which the employees become unconditionally entitled to the options. This is anoncash charge and has been excluded from underlying operating profit as it does not reflect theunderlying performance of the Group. IFRS 3 (Revised) Business Combinations intangible asset amortisation charges and costs arisingfrom acquisitions. Under IFRS 3 intangible assets are required to be amortised on a straightlinebasis over their useful economic life and as such is a noncash charge that does not reflect theunderlying performance of the business acquired. Similarly, the standard requires all acquisitioncosts to be expensed in the Group Income Statement. Due to their nature, these costs have beenexcluded from underlying operating profit as they do not reflect the underlying performance of theGroup. Other oneoff costs these relate to certain oneoff costs associated with the Group's acquisitionactivities including any costs is relation to aborted acquisitions. These have been excluded fromunderlying operating profit as they do not reflect the underlying performance of the Group. Adjusted net debtThe Directors believe that the adjusted net debt provides additional useful information forshareholders on underlying trends and performance. This measure is used for performance analysis.Adjusted net debt is not defined by IFRS and therefore may not be directly comparable with othercompanies' adjusted debt measures. It is not intended to be a substitute for, or superior to, IFRSmeasurements of net debt. Adjusted net debt comprises cash and cash equivalents, borrowings andother payables relating to a discontinued pre LASPO product.



Business combinationBusiness combinations are accounted for using the acquisition method as at the acquisition date,which is the date on which control is transferred to the Group. The Group measures goodwill as theacquisitiondate fair value of the consideration transferred, less the net of the acquisitiondate fairvalues of the identifiable assets acquired and liabilities assumed, including contingent liabilities asrequired by IFRS 3. Consideration transferred includes the fair values of assets transferred, liabilities incurred by theGroup to the previous owners of the acquiree, equity interests issued by the Group, contingentconsideration, and sharebased payment awards of the acquiree that are replaced in the businesscombination. Any contingent consideration payable is recognised at fair value at the acquisitiondate. Subsequent changes to the fair value of contingent consideration that is not classified asequity are recognised in the income statement. Transaction costs that the Group incurs in connection with a business combination, such as finder'sfees, legal fees, due diligence fees, and other professional and consulting fees, are expensed asincurred. GoodwillGoodwill represents the excess of the fair value of the consideration given over the fair value of theGroup's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortised but is tested for impairment annually and again whenever indicators ofimpairment are detected and is carried at cost less any provision for impairment. Any impairment isrecognised in the income statement. Other intangible assetsOther intangible assets that are acquired by the Group and have finite useful lives are measured atcost less accumulated amortisation and any accumulated impairment losses. Cost or valuationIntangible assets arising from a business combination are recognised at fair value, amortised overtheir estimated useful lives and subject to impairment testing. AmortisationIntangible assets are amortised on a straightline basis over their estimated useful lives as follows: • Technology related intangibles 5 to 10 years• Contract related intangibles 5 to 10 years• Brand names 5 to 10 years• Other intangibles assets 3 yearsNo amortisation is charged on assets under construction as these are not yet in use. DepreciationDepreciation is calculated to write off the cost, less estimated residual value, of property, plant andequipment by equal instalments over their estimated useful economic lives as follows: • Office equipment 3 to 5 years• Computers 3 years 2. Operating segments

PersonalInjury£000

PreLASPO

ATE£000

Conveyancing£000

CriticalCare£000

Othersegments

£000

Nonunderlying

items£000

Total£000

Period ended30 June 2016Revenue 15,864 4,655 5,234 25,753Depreciation andamortisation (39) (84) (18) (478) (619)Operatingprofit/(loss) 7,005 685 1,815 (755) (1,022) 7,728Financial income 10 10Financial expenses (2) (2) (205) (209)Profit/(loss) beforetax 7,015 683 1,813 (960) (1,022) 7,529Trade receivables 2,217 541 3,510 130 6,398Segment liabilities (6,508) (3,167) (1,298) (1,131) (620) (12,724)Capital expenditure 131 5 15 151

Period ended30 June 2015Revenue 23,913 1,498 25,411Depreciation andamortisation (86) (18) (104)Operatingprofit/(loss) 7,517 321 (808) (544) 6,486Financial income 29 6 35Financial expenses (90) (90)

Profit/(loss) before 6,431



Profit/(loss) beforetax

7,546 321 (892) (544) 6,431

Trade receivables 4,911 199 47 5,157Segment liabilities (6,669) (4,610) (483) (3,003) (14,765)Capital expenditure 6 6

12 months ended31 December 2015Revenue 45,081 3,522 2,133 50,716Depreciation andamortisation (160) (22) (5) (249) (436)Operatingprofit/(loss) 15,528 825 644 (1,375) (1,503) 14,119Financial income 49 10 59Financial expenses (2) (226) (228)Profit/(loss) beforetax 15,577 823 644 (1,591) (1,503) 13,950Trade receivables 2,646 215 3,351 6,212Segment liabilities (6,960) (3,601) (298) (884) (807) (12,550)Capital expenditure 82 113 195 Geographic informationAll revenue and assets of the Group are based in the UK. Operating segmentsThe segments used in reporting by the Chief Operating Decision Maker (CODM), being the Board,and considered relevant to the business are segmented on a divisional basis. These segments are: Personal InjuryRevenue from the provision of enquiries to the panel law firms, based on a cost plus margin model,plus commissions received from providers for the sale of additional products by them to the panellaw firms. PreLASPO ATERevenue is commissions received from the insurance provider for the use of 'after the event'policies by panel law firms. From 1 April 2013, this product was no longer available as a result ofLASPO regulatory changes. Included in the balance sheet is a liability that has been separatelyidentified due to its material value. This balance is commissions received in advance that are due tobe paid back to the insurance provider. No interest is due on this liability. Conveyancing Revenue from the provision of online marketing services to target home buyers and sellers inEngland and Wales, offering lead generation services to panel law firms and surveyors in theconveyancing sector and the provision of conveyancing searches for solicitors and licensedconveyancers. Critical Care Revenue from the provision of expert witness reports and case management support within themedicolegal framework for multitrack cases. Other segmentsCosts that are incurred in managing Group activities or not specifically related to a division andincluding share based payments. Non underlying itemsCosts associated with the acquisition of subsidiary undertakings, share based payments,amortisation charges on intangible assets recognised as part of business combination and IPOrelated costs. Cash flows from operating activitiesA reconciliation of operating profit to cash generation from operations has been presented belowseparately identifying net cash flows relating to Continuing operations (comprising cash flowsassociated with Personal Injury, Conveyancing, Critical Care and other segments), the Pre LASPOATE product segment and oneoff items. Reconciliation of operating profit to net cash flows from operating activities

Continuingoperations

£000

PreLASPO

ATE£000

Subtotal£000

Nonunderlying

items£000

Total£000

6 months ended 30 June 2016Operating profit 7,784 7,784 (56) 7,728Amortisation on business combination 533 533 533Equitysettled sharebased payments 433 433 433Underlying operating profit 8,750 8,750 (56) 8,694Depreciation and amortisation 86 86 86Increase in trade/other receivables (823) (823) (823)Increase in trade/other payables 364 364 364



Decrease in liabilities relating to preLASPO ATEproduct

(434) (434) (434)

Net cash flows from operating activities beforeinterest and tax 8,377 (434) 7,943 (56) 7,887

6 months ended 30 June 2015Operating profit 6,656 6,656 (170) 6,486Amortisation on business combination Equitysettled sharebased payments 374 374 374Underlying operating profit 7,030 7,030 (170) 6,860Depreciation and amortisation 104 104 104Increase in trade/other receivables (1,792) (1,792) (1,792)Increase in trade/other payables 1,371 1,371 9 1,380Decrease in liabilities relating to preLASPO ATE product (1,901) (1,901) (1,901)Net cash flows from operating activities before interestand tax 6,713 (1,901) 4,812 (161) 4,651

12 months ended 31 December 2015Operating profit 14,530 14,530 (411) 14,119Amortisation on business combination 259 259 259Equitysettled sharebased payments 833 833 833Underlying operating profit 15,622 15,622 (411) 15,211Depreciation and amortisation 177 177 177Increase in trade/other receivables (813) (813) (813)Increase in trade/other payables 226 226 226Decrease in liabilities relating to preLASPO ATE product (2,910) (2,910) (2,910)Net cash flows from operating activities before interestand tax 15,212 (2,910) 12,302 (411) 11,891

3. Financial income


£000


June2015£000

Audited12


2015£000

Bank interest income 10 35 59Total finance income 10 35 59 4. Financial expense


£000


June2015£000

Audited12


2015£000

On bank loans 209 90 216Bank charges 12Total finance expense 209 90 228 5. Oneoff items


£000


June2015£000

Audited12


2015£000

Legal and professional fees relating to acquisitions 1 56 146 570Vendors consultancy fees on Fitzalan acquisition 2 24 24IPO related costs 3 (183)Total finance expense 56 170 411



Total finance expense 56 170 411 1. Legal and professional fees paid in relation to the acquisitions of Searches UK, Fitzalan

Partners, BVC and Bush & Company Rehabilitation, including due diligence costs and stampduty.

2. Fees paid to former senior management of Fitzalan Partners for consultancy services provided inthe business post acquisition.

3. Previously recognised cost accruals in respect of the IPO of £183,000 were released in the year. 6. Acquisitions Acquisition of Searches UK LimitedOn 11 January 2016 the Group acquired the entire share capital of Searches UK Limited. Thecompany is a leading conveyancing search provider in England & Wales predominantly forresidential property transactions. Acquisition of Bush & Company Rehabilitation LimitedOn 14 October 2015 the Group acquired the entire share capital of Bush & Company RehabilitationLimited. The company provides expert witness reports and case management support within themedicolegal framework for multitrack cases. Acquisition of Best Value ConveyancingOn 30 June 2015, Fitzalan acquired the trading assets of Best Value Conveyancing (BVC). BVCprovides lead generation services to law firms in the conveyancing sector. Acquisition of Fitzalan Partners LimitedOn 17 February 2015 the Group acquired the entire share capital of Fitzalan Partners Limited. Thecompany is an online marketing specialist servicing home buyers and sellers in England andWales. The acquisition of Fitzalan represents the Group's first move into an adjacent consumerlegal services market. Fair valuesThe acquisitions had the following effect on the Group's assets and liabilities:


£000


June2015£000

Audited12


2015£000

Intangible assets 881 502 8,662Tangible assets 6 53Trade and other receivables 367 141 3,503Cash and cash equivalents 293 626 5,572Trade and other payables (415) (463) (1,676)Deferred tax liability (176) (101) (1,738)Net assets acquired 956 705 14,376Goodwill arising on acquisition 1,124 3,829 19,341Fair value of net assets acquired and goodwill arising 2,080 4,534 33,717

Cash consideration 2,080 3,662 32,274Fair value of deferred consideration 872 1,443Fair value of net assets acquired and goodwill arising 2,080 4,534 33,717 The Group incurred acquisition related costs of £56,000 (H1 2015: £146,000, Full Year 2015:£570,000) related to professional fees paid for due diligence, general professional fees and legalrelated costs. These costs have been included in one off items in the Group's consolidated incomestatement. At 31 December 2015, £36,000 of deferred consideration remained outstanding in respect of theBVC acquisition, as at 30 June 2016, the final amount was settled at £11,000, with the resulting£25,000 of the deferred consideration being released. For all acquisitions made in the year, fair values remain provisional, but will be finalised within 12months of acquisition. 7. Goodwill

PersonalInjury£000

Conveyancing£000

CriticalCare£000

Total£000

CostAt 30 June 2015 39,897 3,829 43,726



At 30 June 2015 39,897 3,829 43,726At 30 December 2015 39,897 3,749 15,592 59,238Acquired through business combination 1,124 1,124At 30 June 2016 39,897 4,873 15,592 60,362ImpairmentAt 30 June 2015 At 30 December 2015 At 30 June 2016 Net book valueAt 30 June 2015 39,897 3,829 43,726At 30 December 2015 39,897 3,749 15,592 59,238At 30 June 2016 39,897 4,873 15,592 60,362 8. Intangibles

Technologyrelated£000

Contractrelated£000

Brandnames£000

Other£000

Assetsunder

construction£000

Total£000

CostAt 30 June 2015 167 185 150 502At 31 December 2015 167 7,746 749 47 4 8,713Additions 10 4 14Acquisitions through businesscombination 720 136 856At 30 June 2016 167 8,466 885 57 8 9,583AmortisationAt 30 June 2015 6 12 18At 31 December 2015 22 214 23 2 261Amortisation charge on businesscombination 10 474 49 533Amortisation charge for the period 9 9At 30 June 2016 32 688 72 11 803Net book valueAt 30 June 2015 161 173 150 484At 31 December 2015 145 7,532 726 45 4 8,452At 30 June 2016 135 7,778 813 46 8 8,780 The intangible assets recognised were acquired as part of the acquisitions of Fitzalan, BVC, Bushand Searches UK. 9. Share capital

30 June2016

30 June2015

31December

2015Number of shares'A' Ordinary Shares of £0.0025 each 45,270,937 41,150,000 45,265,000

£000 £000 £000Allotted, called up and fully paid'A' Ordinary Shares of £0.0025 each 113 103 113

Shares classified in equity 113 103 113 10. Transactions with owners, recorded directly in equity On 13 May 2016, 5,937 new ordinary shares with a par value of £0.0025 were issued due to theexercising of equity settled share based payments in respect of the SAYE scheme. These raised anadditional £9,499 of funds for the Company, resulting in an increase to share premium of £9,484 andshare capital of £15. 11. Basic earnings per share The calculation of basic earnings per share at 30 June 2016 is based on profit attributable toordinary shareholders of £5,966,000 (H1 2015: £5,144,000; Full Year 2015: £10,766,000) and aweighted average number of Ordinary Shares outstanding of 45,266,598 (June 2015: 41,150,000;December 2015: 42,040,643). Profit attributable to ordinary shareholders (basic)

Unaudited6 months

Unaudited6 months

Audited 12

monthsended 31



ended 30June2016£000

ended 30June2015£000

December 2015£000

Profit for the period / year attributable to the shareholders 5,966 5,144 10,766 Weighted average number of Ordinary Shares (basic)

Number

Note

Unaudited6 months

ended30 June

2016


Audited 12months

ended 31December

2015

Issued Ordinary Shares at start of period 9 45,265,000 41,150,000 41,150,000Weighted average number of Ordinary Shares at endof period 9 45,266,598 41,150,000 42,040,643 Basic earnings per share (p)



June2015

Audited 12months

ended 31December

2015Basic earnings per share (p) 13.2 12.5 25.6 The Company has in place sharebased payment schemes to reward employees. At the 30 June2016, the LTIP, EMI and SAYE schemes are at a value that would reasonably result in the optionsbeing exercised. The incremental shares available for these schemes included in the dilutedearnings per share calculation are 969,707 (June 2015: 693,609; December 2015: 938,719). Thereare no other diluting items. Diluted earnings per share (p)


Unaudited 6 monthsended 30June 2015

Audited12


2015Diluted earnings per share (p) 12.9 12.3 25.0 12. Financial risk management The Group's financial risk management objectives and policies are consistent with those disclosedin the financial statements for the year ended 31 December 2015. At 1 January 2016 and 30 June2016 the Group held all financial instruments at Level 3 (as defined in IFRS 7 Financial instruments:disclosures) and there have been no transfers of assets or liabilities between levels of the fair valuehierarchy. 13. Net (debt)/cash Net (debt)/cash included cash and cash equivalents, secured bank loans, loan notes and preferenceshares.

30June2016£000

30June2015£000

31December

2015£000

Cash and cash equivalents 6,522 9,324 10,056Other interestbearing loans and loan notes (12,936) (5,901) (14,782)Net (debt)/cash (6,414) 3,423 (4,726) Set out below is a reconciliation of movements in net cash during the period.

30June2016£000

30June2015£000

31December

2015£000

Net decrease in cash and cash equivalents (3,534) (4,313) (3,581)Cash and cash equivalents net inflow from increase in debt and debtfinancing 1,846 (8,881)Movement in net borrowings resulting from cash flows (1,688) (4,313) (12,462)Movement in cash in period (1,688) (4,313) (12,462)Net (debt)/cash at beginning of period (4,726) 7,736 7,736Net (debt)/cash at end of period (6,414) 3,423 (4,726)

14. Related parties



CLOSE

14. Related parties Transactions with key management personnel Key management personnel in situ at 30 June 2016 and their immediate relatives control 4.7 percent (June 2015: 6.3 per cent, December 2015: 4.8 per cent) of the voting shares of the Company. Key management personnel are considered to be the Directors of the Company as well as those ofNational Accident Helpline Limited, Fitzalan Partners Limited, Bush & Company RehabilitationLimited, Searches UK Limited and any other management serving as part of the Executive Team.

This information is provided by RNSThe company news service from the London Stock Exchange

END IR EAKNEAALKEFF

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