Half Yearly Report and Accounts
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ABN 52 118 913 232
and its controlled entities
APPENDIX 4D
Interim Financial Report
31 December 2024
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Corporate directory
Current Directors
Andrew Jensen Executive Chairman and Chief Operating Officer
Paul Niardone Executive Director
Adam Davey Non-executive Director
Michael Schaper Non-executive Director
Company Secretary
Stuart Usher
Registered Office and Head Office Share Registry
Street: 68 Milligan Street Automic Pty Ltd
PERTH WA 6000 Street: Level 5, 126 Phillip Street
Postal: PO Box 7768 Sydney NSW 2000
Cloisters Square WA 6850 Postal: GPO Box 5193
Telephone: +61 (0)8 9204 7955 Sydney NSW 2001
Facsimile: +61 (0)8 9204 7956 Telephone: 1300 288 664 (within Australia)
Email: info@theagencygroup.com.au +61 (0)2 9698 5414 (International)
Website: theagencygroup.com.au Email: hello@automicgroup.com.au
Auditors Securities Exchange
Hall Chadwick WA Audit Pty Ltd Australian Securities Exchange
Street: 283 Rokeby Road Street: Level 40, Central Park
Subiaco WA 6008 152-158 St Georges Terrace
Telephone: +61 (0)8 9426 0666 Perth WA 6000
Telephone: 131 ASX (131 279) (within Australia)
Solicitors Telephone: +61 (0)2 9338 0000
Steinepreis Paganin Facsimile: +61 (0)2 9227 0885
Street: Level 4, The Read Buildings Website: www.asx.com.au
16 Milligan Street ASX Code: AU1
Perth WA 6000
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Contents
◼ Results for announcement to the market ................................................................................................................................... 1
◼ Directors' report .......................................................................................................................................................................... 3
◼ Auditor's independence declaration ........................................................................................................................................... 7
◼ Condensed consolidated statement of profit or loss and other comprehensive income ........................................................... 8
◼ Condensed consolidated statement of financial position .......................................................................................................... 9
◼ Condensed consolidated statement of changes in equity ........................................................................................................ 10
◼ Condensed consolidated statement of cash flows .................................................................................................................... 11
◼ Notes to the condensed consolidated financial statements ..................................................................................................... 12
◼ Directors' declaration ................................................................................................................................................................ 23
◼ Independent auditor's report.................................................................................................................................................... 24
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Results for announcement to the market
for the half-year ended 31 December 2024
1 REPORTING PERIOD (item 1)
◼ Report for the period ended: 31 December 2024
◼ Previous corresponding period is half-year ended: 31 December 2023
2 RESULTS FOR ANNOUNCEMENT TO THE MARKET Movement Percentage Amount
% $’000
◼ Revenues from ordinary activities (item 2.1) Increase 10.04 to 48,339
◼ Loss from ordinary activities after tax attributable to members Decrease
26.32 to (2,301)
(item 2.2) in loss
Decrease
◼ Loss after tax attributable to members (item 2.3) 26.32 to (2,301)
in loss
a. Dividends (items 2.4 and 5) Amount per Franked amount
Security per security
₵ %
◼ Interim dividend nil n/a
◼ Final dividend nil n/a
◼ Record date for determining entitlements to the dividend
n/a
(item 2.5)
b. Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6):
1. Revenue represents service revenue.
2. EBITDA of $1,893K, refer to section 2.3 Financial Review of the Directors’ Report for details.
3 DIVIDENDS (item 6) AND RETURNS TO SHAREHOLDERS INCLUDING DISTRIBUTIONS AND BUY BACKS
Nil
a. Details of dividend or distribution reinvestment plans in operation are described below (item 6):
Not applicable
4 RATIOS 6 months to 6 months to
31 December 31 December
2024 2023
a. Financial Information relating to 4b: $’000 $’000
Earnings for the period attributable to owners of the parent (2,301) (3,123)
31 December 31 December
2024 2023
$’000 $’000
Net assets 5,589 9,636
Less: Intangible assets and deferred tax balances (18,686) (22,528)
Net tangible (liabilities)/assets (13,097) (12,892)
No. No.
Fully paid ordinary shares 439,575,921 428,575,921
₵ ₵
b. Net tangible (liability)/assets backing per share (cents) (item 3): (2.979) (3.008)
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Results for announcement to the market
for the half-year ended 31 December 2024
5 DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD: (item 4)
a. Control gained over entities
◼ Name of entities (item 4.1) Nil
◼ Date(s) of gain of control (item 4.2) N/A
b. Loss of control of entities
◼ Name of entities (item 4.1) Nil
◼ Date(s) of loss of control (item 4.2) N/A
c. Contribution to consolidated loss from ordinary activities after tax by N/A
the controlled entities to the date(s) in the current period when
control was gained / lost (item 4.3).
d. Profit from ordinary activities after tax of the controlled entities for the N/A
whole of the previous corresponding period (item 4.3)
6 DETAILS OF ASSOCIATES AND JOINT VENTURES: (item 7)
◼ Name of entities (item 7) Westvalley Corporation Pty Ltd
◼ Percentage holding in each of these entities (item 7) 20%
6 months to 6 months to
31 December 31 December
2024 2023
$’000 $’000
◼ Aggregate share of profits (losses) of these entities (item 7) 27 Nil
7 The financial information provided in the Appendix 4D is based on the interim final report (attached), which has been
prepared in accordance with Australian Accounting Standards.
8 The report is based on accounts which have been reviewed by the Company’s independent auditor (item 9).
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Directors' report
Your Directors present their report on the Group, consisting of The Agency Group Australia Ltd (The Agency or the Company)
and its controlled entities (collectively the Group), for the half-year ended 31 December 2024 (HY2025).
The Agency is listed on the Australian Securities Exchange (ASX:AU1).
1. Directors
The names of Directors in office at any time during or since the end of the half-year are:
◼ Andrew Jensen Executive Chairman and Chief Operating Officer
◼ Paul Niardone Executive Director
◼ Adam Davey Non-Executive Director
◼ Michael Schaper Non-Executive Director (appointed 1 December 2024)
◼ Geoff Lucas Managing Director and CEO (terminated 9 August 2024)
(collectively the Directors or the Board)
Directors have been in office since the start of the half-year to the date of this report unless otherwise stated.
2. Operating and financial review
2.1. Nature of Operations Principal Activities
The principal activity of the Group for the half- year was real estate services and related activities. There were no significant
changes in the nature of the Group’s principal activities during the half-year.
2.2. Operations Review
a. Key Metrics
COMBINED GROUP REVENUE ($M) GCI ($M)
60 70
50 60
60.9
48.3 50 56.9
40 43.9 52.9
40 45.8
30 35.6 37.5
30
20
20
10 10
0 0
HY FY22 HY FY23 HY FY24 HY FY25 HY FY22 HY FY23 HY FY24 HY FY25
SALES NUMBER OF NEW LISTINGS (#)
4,000 4,500
3,500 4,000
3,585
3,500 3,899
3,000 3,288 3,311
3,086 3,115 3,000
2,910 3,224
2,500 2,847
3,050 3,124
2,556 2,500
2,000 2,000
1,500 1,500
1,000 1,000
500 500
0 0
HY FY22 HY FY23 HY FY24 HY FY25 HY FY22 HY FY23 HY FY24 HY FY25
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Directors' report
PROPERTIES UNDER MANAGEMENT (PUM) (#)
12,000
10,000 5,216
5,003
8,000
6,000
960
5,355
4,000 150 4,908 5,089
3,398
2,000
0
HY FY22 HY FY23 HY FY24 HY FY25
The Agency Owned Services
The Agency has delivered robust half yearly financial and operational results in HY2025 on the back of strong property
prices nationally and a general improvement in stock volumes coming to market. Good agent recruitment and retention
has solidified our growth and underpinned our market share.
This growth in sales has resulted in Gross Commission Income (GCI) for the six-month period of $60.9 million, up 7% on
HY2024’s GCI of $56.9 million. This figure was a result of 3,311 properties sold across the Group for HY2025 (3,115 in
HY2024) from transacting in $3.6 billion worth of property ($3.3 billion in HY2024).
Group revenue for HY2025 increased to $48.3 million, up 10% on HY2024’s Group revenue of $43.9 million, helped also by
a 16% growth in revenue from property management to $6.4 million ($5.5 million in HY2024).
The pipeline for future sales commission is strong with the combined Group reporting 3,899 listings for the half-year period
from 464 agents as at 31 December 2024 (3,224 listings from 411 agents at 31 December 2023). In the 6 months since 30
June 2024, The Agency has invested heavily in agent recruitment through the introduction of a new CRM and marketing
campaign (focussed on agents), supported by the formation of a national recruitment division, which has now started to
deliver results, evident in the increase in agent numbers.
The Agency reported a total management portfolio of 10,571 properties under management at the end of December 2024
(10,092 at 31 December 2023). The Agency owned 5,355 (5,089 at 31 December 2023) of these property under
management rights located in NSW, Queensland, Victoria, Tasmania, and WA and The Agency has full profit and loss
benefits on these managements. The remaining 5,216 (5,003 at 31 December 2023) properties under management are
managed under service arrangements.
2.3. Financial Review
The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal
business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.
a. Financial performance
The Group generated a net loss after tax for the half-year of $2.30 million (HY2024: $3.12 million loss). This was
primarily impacted by interest and finance costs ($0.82 million), depreciation and amortisation ($3.23 million), and
embedded derivative non-cash financing costs ($0.23 million).
For HY2025, the Group recorded EBITDA of $1.89 million (HY2024: $1.69 million). After adjusting for the AAB16 Leases
impact, underlying EBITDA for HY2025 was $0.69 million profit, representing a $0.13 million improvement in underlying
EBITDA.
(1) Non-IFRS information
The Company reports EBITDA in addition to the Profit after Tax. EBITDA is a financial measure which is not
prescribed by Australian Accounting Standards (AAS) and represents the statutory profit under AAS adjusted for
specific non-cash and significant items. The Company’s Directors consider EBITDA to reflect the core earnings of
the consolidated entity. A reconciliation between EBITDA and profit after income tax for the half-year ended 31
December 2024 is noted below.
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Directors' report
EBITDA calculation HY2025 HY2024 Change Change
$’000 $’000 $’000 %
Profit / (loss) after tax (2,301) (3,123) +822 +26%
Income tax benefit - 396
Profit / (loss) before tax (2,301) (3,519) +1,218 +35%
Interest income (29) (2)
Depreciation and amortisation 3,230 3,346
Embedded derivative non-cash financing (gains) / costs1 227 499
Interest and finance costs 823 763
(Loss) / gain financial assets at FVPL - 113
Profit on sale of assets and lease exit (45) (45)
Valuation services 15 -
Legal costs non-recurring2 - 315
Share of profit or loss from equity accounted investments (27) -
Share-based payments expense - 218
EBITDA 1,893 1,688 + 205 +12%
AASB 16 Leases impact3 (1,203) (1,131)
EBITDA (pre-AASB16 Leases impact) 690 557 + 133 +24%
Other key metrics:
◼ Revenue 48,339 43,927 +4,412 +10%
◼ GCI 60,935 56,894 +4,041 +7%
◼ Gross profit 15,781 14,614 +1,167 +8%
b. Financial position
The net assets of the Group have decreased from 30 June 2024 by $2.30 million to $5.59 million at 31 December 2024
(30 June 2024: $7.89 million). Importantly, due to accounting standards, the value of internally generated property
management assets is not recorded on the balance sheet. For the year ended 30 June 2024, the Company obtained an
independent professional valuation of the rent rolls which indicated the market value of these assets to be around
$36.32 million. As a result of the valuation, there is significant shareholder wealth held off balance sheet ($30.86
million), with only $5.46 million of the $36.32 million valuation being held on balance sheet. It is also pleasing that since
30 June 2024 when the valuation was obtained, the properties under management owned have increased from 5,255
to 5,355 as at 31 December 2024 meaning that the Directors are confident that this valuation is now higher.
The Group's cash and cash equivalents increased from 30 June 2024 by $40,000 to $4.94 million at 31 December 2024
(30 June 2024: $4.90 million).
2.4. Environmental Regulations
The Group's operations are not subject to any significant environmental regulations in the jurisdictions it operates in.
2.5. Events Subsequent to Reporting Date
There are no other significant after balance date events that are not covered in this Directors' Report or within the financial
statements as disclosed in note 9 Events subsequent to reporting date on page 19.
1 Refer to note 2.1 of the financial statements.
2 Legal costs associated with The Agency’s intellectual property action against the company H.A.S. Real Estate, the registered owner of The North Agency.
3 AASB 16 Leases was adopted from 1 July 2019. The above demonstrates finance costs and amortisation, which prior to the adoption AASB 16 was
recognised as rent expense.
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Directors' report
2.6. Future Developments, Prospects and Business Strategies
The Agency continues to focus on growth opportunities and attracting real estate agents to its contemporary direct
engagement business model. By contracting directly with agents, The Agency removes the “middle layer” which has created
a more responsive, efficient and effective model for our agents as they are alleviated from the distractions and the
administrative burden associated with operating an office.
Future growth will come from continued attraction of agents and growth in agent numbers across existing geographical
regions, as well as further expansion across new regions in Australia. Further growth is expected from increased efficiencies
driven by economies of scale and utilisation of best practice technological advances to ensure agents can maximise their
productivity. The highly fragmented structure of the industry presents an opportunity for consolidation of smaller
independents and franchisees looking to simplify their business which aligns with the strengths of our business model.
The Agency will also continue to work with its close partner MDC Trilogy in relation to the existing and future acquisitions
of rent rolls, which will help us strengthen and grow The Agencies sales market share.
The Agency continues to assess a variety of strategic partnerships and adjacent revenue opportunities closely related to
the activities of real estate sales transactions in addition to the existing property management, mortgage broking and
conveyancing businesses already undertaken.
3. Rounding of amounts
The amounts contained in this report have been rounded to the nearest thousand dollars under the option available to the
Company under Australian Securities and Investments Commission Corporations (Rounding in Financial/Directors’ Reports)
Instrument 2016/191 dated 24 March 2016.
4. Auditor's independence declaration
The lead auditor's independence declaration under section 307C of the Corporations Act 2001 (Cth) for the half-year ended
31 December 2024 has been received and can be found on page 7 of the interim financial report.
This Report of the Directors is signed in accordance with a resolution of the Board of Directors made pursuant to section 306(3)
of the Corporations Act 2001 (Cth).
ANDREW JENSEN
Executive Chairman and Chief Operating Officer
Dated this Friday, 28 February 2025
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Auditor's independence declaration
Under section 307c Of The Corporations Act 2001 (Cth)
To The Directors Of THE AGENCY GROUP AUSTRALIA LTD
TO BE RECEIVED FROM
AUDITORS
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Condensed consolidated statement of profit or loss and other comprehensive income
for the half-year ended 31 December 2024
6 months to 6 months to
31 December 31 December
2024 2023
Note $’000 $’000
Continuing operations
Revenue 1.1 48,339 43,927
Cost of sales (32,558) (29,313)
Gross profit 15,781 14,614
Other income 1.2 404 305
Administrative and other expenses (17,463) (17,176)
Impairment losses - -
(Loss) / profit before tax and finance costs (1,278) (2,257)
Share of profit or (loss) from equity accounted investments 6.2.2 27 -
Interest and finance costs (823) (763)
Embedded derivative non-cash financing gains / (costs) 2.1 (227) (499)
(Loss) / profit before tax (2,301) (3,519)
Income tax benefit - 396
Loss from continuing operations (2,301) (3,123)
(Loss) / profit for the half-year (2,301) (3,123)
Other comprehensive income, net of income tax
◼ Items that will not be reclassified subsequently to profit or loss: - -
◼ Items that may be reclassified subsequently to profit or loss: - -
Other comprehensive income for the period, net of tax - -
Total comprehensive income attributable to members of the parent entity (2,301) (3,123)
Earnings per share: ₵ ₵
Basic (loss) /earnings per share (cents per share) (0.53) (0.73)
Diluted earnings per share (cents per share) N/A N/A
1,893 1,688
The condensed consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Condensed consolidated statement of financial position
as at 31 December 2024
31 December 30 June
2024 2024
Note $’000 $’000
Current assets
Cash and cash equivalents 4,944 4,904
Trade and other receivables 13,679 14,236
Other current assets 1,554 765
Total current assets 20,177 19,905
Non-current assets
Trade and other receivables 550 631
Financial assets 896 896
Property, plant, and equipment 1,495 1,499
Right-of-use assets 4.2.1 7,664 3,166
Intangible assets 4.1 18,686 20,561
Investments accounted for using equity method 6.1 327 300
Total non-current assets 29,618 27,053
Total assets 49,795 46,958
Current liabilities
Trade and other payables 19,932 19,413
Borrowings 3.1.1 8,400 -
Financial liabilities 3.2.1 3,662 3,258
Provisions 3,007 3,250
Leases 4.2.2 2,044 1,840
Total current liabilities 37,045 27,761
Non-current liabilities
Borrowings 3.1.2 - 8,400
Provisions 428 335
Leases 4.2.2 6,733 2,572
Total non-current liabilities 7,161 11,307
Total liabilities 44,206 39,068
Net assets 5,589 7,890
Equity - -
Issued capital 5.1.1 44,163 43,635
Reserves 5.4 50 937
Accumulated losses (38,624) (36,682)
Total equity 5,589 7,890
(16,868)a (7,856)
(13,097) (12,671)
The condensed consolidated statement of financial position is to be read in conjunction with the accompanying notes.
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Condensed consolidated statement of changes in equity
for the half-year ended 31 December 2024
Share-based
Contributed Accumulated payment Total
Note equity Losses Reserve equity
$’000 $’000 $’000 $’000
Balance at 1 July 2023 43,635 (32,126) 1,032 12,541
Loss for the half-year attributable to owners of the
parent - (3,123) - (3,123)
Other comprehensive income for the half-year
attributable owners of the parent - - - -
Total comprehensive income for the half-year
attributable owners of the parent - (3,123) - (3,123)
Transaction with owners, directly in equity
Share-based payments granted during the half-year 10 - - 218 218
Transfers to / from reserves - 333 (333) -
Balance at 31 December 2023 43,635 (34,916) 917 9,636
Balance at 1 July 2024 43,635 (36,682) 937 7,890
Loss for the half-year attributable to owners of the
parent - (2,301) - (2,301)
Other comprehensive income- for the half-year
attributable owners of the parent - - - -
Total comprehensive income for the half-year
attributable owners of the parent - (2,301) - (2,301)
Transaction with owners, directly in equity - - - -
Conversion of performance rights 5.1,5.2 528 - (528) -
Transfers to / from reserves on option expiry 5.3 - 359 (359) -
Balance at 31 December 2024 44,163 (38,624) 50 5,589
The condensed consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Condensed consolidated statement of cash flows
for the half-year ended 31 December 2024
6 months to 6 months to
31 December 31 December
2024 2023
$’000 $’000
Cash flows from operating activities
Receipts from customers 49,858 44,905
Payments to suppliers and employees (47,742) (42,758)
Interest received 9 2
Finance costs (344) (386)
Net cash provided / (used in) by operating activities 1,781 1,763
Cash flows from investing activities
Purchase of property, plant, and equipment (173) (215)
Deposit for bank guarantees - (2)
Purchase of intangibles (205) (105)
Loans to other entities (32) (65)
Net cash received on disposal of asset - 54
Net cash (used in) investing activities (410) (333)
Cash flows from financing activities
Payment of principal portion of lease liabilities (1,331) (1,359)
Net cash (used in) / provided by financing activities (1,331) (1,359)
Net (decrease) / increase in cash and cash equivalents held 40 71
Cash and cash equivalents at the beginning of the half-year 4,904 4,632
Cash and cash equivalents at the end of the half-year - 4,944 4,703
The condensed consolidated statement of cash flows is to be read in conjunction with the accompanying notes.
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
In preparing the December 2024 Interim Financial Report, The Agency Group Australia Ltd has grouped into sections under the
same key categories as used in the June 2024 Annual Report:
◼ Section A: How the numbers are calculated .............................................................................................................................13
◼ Section B: Group structure ........................................................................................................................................................18
◼ Section C: Unrecognised items ..................................................................................................................................................19
◼ Section D: Other Information ....................................................................................................................................................19
Significant accounting policies specific to each note are included within that note. Accounting policies that are determined to be
non-significant are not included in the financial statements.
The financial report is presented in Australian dollars, except where otherwise stated.
The amounts contained in these financial statements have been rounded to the nearest thousand dollars under the option
available to the Group under Australian Securities and Investments Commission (ASIC) Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191 dated 24 March 2016.
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THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
SECTION A. HOW THE NUMBERS ARE CALCULATED
This section provides additional information about those individual line items in the financial statements that the Directors
consider most relevant in the context of the operations of the Group.
Note 1 Revenue and other income 6 months to 6 months to
31 December 31 December
2024 2023
$’000 $’000
1.1 Revenue
Residential Sales commissions 40,852 36,843
Mortgage and Settlement revenue (a) 1,086 1,558
Property Management revenue: Management fees 4,733 4,135
Other 1,668 1,391
48,339 43,927
(a) A majority (80%) of the mortgage business was sold in May 2024. The comparative half-year to 31 December 2023
included $530K of revenue related to the disposed mortgage business.
1.2 Other income 6 months to 6 months to
31 December 31 December
2024 2023
$’000 $’000
Interest income 29 2
(Loss) / gain on sale of property, plant, and equipment (5) 45
Gain on exit of lease 50 -
Loss financial assets at FVPL - (113)
Other income 330 371
404 305
Note 2 Expenses 6 months to 6 months to
31 December 31 December
2024 2023
$’000 $’000
2.1 Embedded derivative non-cash financing (gains)/costs:
◼ Embedded Derivative – Finance cost 445 298
◼ Embedded Derivative – Fair value adjustment (218) 201
227 499
Note 3 Financial assets and financial liabilities
3.1 Borrowings 31 December 30 June
2024 2024
$’000 $’000
3.1.1 Current
Bank loans 3.1.3 8,400 -
8,400 -
3.1.2 Non-current
Bank loans - 8,400
- 8,400
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APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Note 3 Financial assets and financial liabilities (cont.)
3.1 Borrowings (cont.)
3.1.3 Debt facility and waiver of covenant
Macquarie Bank Limited (MBL) provided quarterly covenant waivers in relation to the interest cover ratio (ICR) for the
September 2024 and December 2024 quarters, as part of the normal ongoing reporting requirements.
The Company is currently in advanced discussions with MBL around the further extension of the existing banking facilities
under more favourable terms, these are currently due to expire on 20 July 2025. The existing debt facility covenant on LVR
is 40%, the Company continues to reduce this covenant measure as the asset value increases, which was reduced to a low
of 26.8% as at 31 December 2024. As part of the MBL extension, the Company is finalising discussions with Peters
Investments on the existing convertible note arrangement, who have confirmed that they would support an extension of
their facility as part of this refinancing process.
Per the accounting standards, the debt with MBL is required to be shown as current as the expiry date is within 12 months
of reporting date.
3.2 Financial liabilities 31 December 30 June
2024 2024
$’000 $’000
3.2.1 Current
Convertible note:
◼ Debt component 3,103 2,481
◼ Derivative financial liability conversion option 559 777
3,662 3,258
3.2.2 Reconciliation of convertible notes
Opening balance:
◼ Debt component 2,481 1,489
◼ Derivative financial liability conversion option 777 1,555
3,258 3,044
◼ Interest charged 622 992
◼ Fair value movement: Fair value changes (218) (778)
Carrying value of liabilities at reporting date 3,662 3,258
Note 4 Non-financial assets and financial liabilities
4.1 Intangible assets Note 31 December 30 June
2024 2024
$’000 $’000
Goodwill 4.1.1(a) 12,383 12,383
12,383 12,383
Rent Roll and trail book 4.1.1(a) 25,968 25,968
Accumulated amortisation (20,507) (18,560)
5,461 7,408
Others 1,361 1,190
Accumulated amortisation and impairment (519) (420)
842 770
Total intangibles 18,686 20,561
P a g e | 14
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Note 4 Non-financial assets and financial liabilities (cont.)
4.1.1 Key estimates and Critical Judgements– Impairment of intangibles
(a) Impairment of goodwill and rent roll
Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash generating units
(CGU) to which goodwill has been allocated. The value-in-use calculation requires management to estimate the
future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value.
Where the actual future cash flows are less than expected, an impairment loss may arise.
Included within the Agency Tasmania CGU (acquired in 2023) is a rent roll asset of $3,130K (June 2024: $3,499K). This
same CGU also included goodwill of $1,679K, relating to sales (June 2024: $1,679K).
Included within the Top Level CGU (acquired in 2019) is a rent roll asset of $2,194K (June 2024: $3,758K). This same
CGU also included goodwill of $10,658K, relating to sales (June 2024: $10,658K).
For the rent roll assets, the recoverable amounts of these CGU's are derived from market transactional evidence in
relation to their fair value. Management have determined that a multiple of 3.8 for residential property and 2.75 for
commercial property for the Top Level CGU (based on an independent expert opinion), multiplied by the annual rent
roll income is an appropriate measure of the fair value of the rent roll assets. Fair value less cost to sell of the CGU
was classified on a level 2 basis. No impairment resulted.
Management performed a goodwill impairment test of the CGUs taking a conservative approach in preparing its
value in use calculation in light of market uncertainty resulting from increases in interest rates to curb inflationary
pressures. Management applied a discount rate of 15% resulting in no impairment loss for 2024 (June 2024: 15%).
To evaluate the recoverable amount of the CGUs, a terminal value has been assumed after the fifth year and includes
a growth rate in the cash flow of 5% into perpetuity (June 2024: 5%) based upon a Board approved forecast. The
discount rates used reflects the risks specific to the CGUs.
The Group has also conducted a sensitivity analysis on the impairment test of the CGUs. This was based on changes
to key assumptions that are considered by management to be reasonably possible. This included up to 3% increase
in discount rate and a 3% reduction in the long-term growth rate. The sensitivity shows there is headroom up to a
3% increase in discount rate, or a 2% decrease in long-term growth rate.
4.2 Leases 31 December 30 June
2024 2024
$’000 $’000
4.2.1 Right-of-use assets
Properties 6,524 2,776
Printing equipment 1,140 390
7,664 3,166
4.2.2 Lease liabilities
Current 2,044 1,840
Non-current 6,733 2,572
8,777 4,412
During the current period there were 3 new leases entered into and 1 disposal resulting in a net addition to the right-of-use asset
of $5,475K and corresponding increase to the lease liability of $5,425K.
P a g e | 15
APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Note 5 Equity
5.1 Issued capital 31 December 30 June 31 December 30 June
2024 2024 2024 2024
No. No. $’000 $’000
Fully paid ordinary shares 439,575,921 428,575,921 44,163 43,635
6 months to 6 months to
31 December 12 months to 31 December 12 months to
2024 30 June 2024 2024 30 June 2024
5.1.1 Ordinary shares No. No. $’000 $’000
At the beginning of the period 428,575,921 428,575,921 43,635 43,635
Shares issued during the period:
◼ Conversion of performance 5.2 11,000,000 - 528 -
rights
Transaction costs relating to share - - -
issues -
At reporting date 439,575,921 428,575,921 44,163 43,635
5.2 Performance equity 31 December 30 June 31 December 30 June
2024 2024 2024 2024
No. No. $’000 $’000
Performance equity - 11,000,000 - 528
6 months to 6 months to
31 December 12 months to 31 December 12 months to
2024 30 June 2024 2024 30 June 2024
5.2.1 Performance equity movement No. No. $’000 $’000
At the beginning of the period 11,000,000 11,000,000 528 375
Performance equity changes
during the period:
◼ Expense of issued performance - - - 153
rights
◼ Conversion of performance (528) -
5.1
rights (11,000,000) -
Transaction costs relating to share -
issues - - -
At reporting date - 11,000,000 - 528
P a g e | 16
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Notes to the consolidated financial statements
for the year ended 31 December 2024
Note 5 Equity (cont.)
5.3 Options Note 31 December 30 June 31 December 30 June
2024 2024 2024 2024
No. No. $’000 $’000
Options 1,500,000 11,500,000 50 409
6 months to 6 months to
31 December 12 months to 31 December 12 months to
2024 30 June 2024 2024 30 June 2024
5.3.1 Options equity movement No. No. $’000 $’000
At the beginning of the period 11,500,000 20,000,000 409 658
Options movement during the
period:
◼ Amortisation of granted - - - 35
options
◼ Options granted - 1,500,000 - 50
◼ Expiry of options (10,000,000) (10,000,000) (359) (334)
At reporting date 1,500,000 11,500,000 50 409
5.4 Reserves Note 31 December 30 June
2024 2024
$’000 $’000
Share-based payment reserve: - 528
◼ Performance rights 5.2 - 528
◼ Options 5.3 50 409
50 409
P a g e | 17
APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Notes to the condensed consolidated financial statements
for the half-year 31 December 2024
SECTION B. GROUP STRUCTURE
This section provides information which will help users understand how the Group structure affects the financial position and
performance of the Group as a whole.
Note 6 Investment accounted for using the equity method 31 December 30 June
2024 2024
$’000 $’000
6.1 Non-Current
◼ Westvalley Corporation Pty Ltd 6.2.3 327 300
327 300
6.2 Summarised financial information
Summarised financial information of the Group’s share in Westvalley is as follows:
31 December 30 June
2024 2024
6.2.1 Summarised financial position $’000 $’000
Current assets 246 165
Current liabilities (141) (185)
Current net assets 105 (20)
Non-current assets - -
Non-current liabilities - -
Non-current net assets - -
Net assets 105 (20)
6 months to 6 months to
31 December 31 December
2024 2023
6.2.2 Summarised financial performance $ $
Revenue and other income 612 -
Cost of sales (131) -
Administrative expenses (291) -
Income tax benefit / (expense) (57) -
Total comprehensive income 133 -
Group's share of associate's profit after tax 27 -
Group's share of associate's other comprehensive income - -
31 December 30 June
2024 2024
6.2.3 Reconciliation to carrying amounts: $’000 $’000
Opening net assets at fair value 300 -
Fair value of interest acquired during the period - 289
Share of profit for period 6.2.2 27 11
Closing net assets (carrying amount of investment) 327 300
P a g e | 18
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
SECTION C. UNRECOGNISED ITEMS
This section of the notes provides information about items that are not recognised in the financial statements as they do not (yet)
satisfy the recognition criteria. In addition to the items and transactions disclosed below, there are also unrecognised tax amounts.
Note 7 Commitments
There are no material commitments to the Group as at 31 December 2024 (30 June 2024: Nil).
Note 8 Contingent liabilities
There are no contingent liabilities as at 31 December 2024.
Note 9 Events subsequent to reporting date
9.1 Extension of the banking facilities
As described in notes 3.1.3 and 12.1.3, the extension of the banking and convertible note facilities is currently being finalised
and pending signoff by the Board of Directors.
There have not been any other matter or circumstance that has arisen after balance date that has significantly affected, or may
significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future
financial periods.
SECTION D. OTHER INFORMATION
This section of the notes includes other information that must be disclosed to comply with the accounting standards and other
pronouncements, but that is not immediately related to individual line items in the financial statements.
Note 10 Share-based payments Note 6 months to 6 months to
31 December 31 December
2024 2023
$ $
10.1 Share-based payments:
◼ Recognised in profit and loss:
Share-based payment expense – Performance rights - 132,959
Share-based payment expense – Amortisation of option issued in - 35,070
prior period
Share-based payment expense – Options - 50,250
Gross share-based payments - 218,279
10.2 Movement in Company options share-based payment arrangements during the period
A summary of the movements of all Company options issued as share-based payments is as follows:
6 months to 12 months to
31 December 2024 30 June 2024
$ $
Number of Weighted Average Number of Weighted Average
Options Exercise Price Options Exercise Price
Outstanding at the beginning of the period 11,500,000 $0.091 20,000,000 $0.088
Granted - - 1,500,000 $0.050
Expired (10,000,000) $0.100 (10,000,000) $0.075
Outstanding at period end 1,500,000 $0.050 11,500,000 $0.093
Exercisable at period end 1,500,000 $0.050 11,500,000 $0.093
(a) The weighted average remaining contractual life of options outstanding at half-year end was 1.92 years (June 2024: 1.03
years).
(b) The fair value of the options granted to employees is deemed to represent the value of the employee services received
over the vesting period.
P a g e | 19
APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Note 11 Operating segments
11.1 Segment Financial Performance
Real Estate Property Total
Property Management Reportable Other
Services(a) Services(a) Segments Segments(a) Total
31 December 2024 $’000 $’000 $’000 $’000 $’000
Revenue
◼ External revenues 41,886 6,452 48,338 1 48,339
◼ Inter-segment revenues - - - - -
Total segment revenue - 41,886 6,452 48,338 1 48,339
Total group revenue and other income _ 48,339
Segment EBITDA 5,558 1,426 6,984 - 6,984
◼ Unallocated corporate costs (5,091)
EBITDA _ 1,893
Reconciliation of segment loss to Group loss:
(i) Allocated items:
◼ Gain or (loss) on disposal of assets 50 - 50 (5) 45
◼ Depreciation and amortisation (805) (2,066) (2,871) (359) (3,230)
◼ Fair value adjustments - - - - -
◼ Net finance costs (207) (390) (597) (642) (1,239)
◼ Valuation costs - (15) (15) - (15)
◼ Share of profit or (loss) from associate 27 - 27 - 27
(ii) Unallocated items:
◼ Fair value adjustments - - - 218 218
Loss before income tax _ (2,301)
Real Estate Property Mortgage Total
Property Management Origination Reportable Other
Services(a) Services(a) Services(a) Segments Segments(a) Total
31 December 2023 (a) $’000 $’000 $’000 $’000 $’000 $’000
Revenue
◼ External revenues 37,797 5,570 530 43,897 30 43,927
◼ Inter-segment revenues - - - - -
Total segment revenue 37,797 5,570 530 43,897 30 43,927
Total group revenue and other income _ 43,927
Segment EBITDA 5,615 916 77 6,608 - 6,608
◼ Unallocated corporate costs (4,920)
EBITDA _ 1,688
Reconciliation of segment loss to Group loss:
(i) Allocated items:
◼ Gain on disposal of assets - - - - 45 45
◼ Depreciation and amortisation (765) (2,082) (12) (2,859) (488) (3,347)
◼ Fair value adjustments (113) - - (113) - (113)
◼ Net finance costs (208) (348) 1 (555) (503) (1,058)
(ii) Unallocated items:
◼ Legal costs non-recurring - - - - (315) (315)
◼ Fair value adjustments - - - - (201) (201)
◼ Share-based payments - - - - (218) (218)
Loss before income tax _ (3,519)
(a) In accordance with AASB 8 Operating Segments, the Company has replaced its Mortgage Origination Services segment with Property
Management Services following the sale of the mortgage business in the prior financial year. Mortgage origination services is no longer a material
part of the business and therefore has been reclassified to other segments in the current period. This change aligns with the Company’s current
strategic focus. Comparative segment information has been reclassified to ensure consistency and comparability with current disclosures,
providing relevant information about the Company’s performance and resource allocation.
P a g e | 20
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Note 12 Statement of material accounting policies
This note provides a list of the material accounting policies adopted in the preparation of these consolidated financial statements
to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all
the periods presented, unless otherwise stated.
12.1 Basis of preparation
12.1.1 Reporting Entity
The Agency Group Australia Ltd (The Agency or the Company) is a listed public company limited by shares, domiciled, and
incorporated in Australia. This interim financial report is intended to provide users with an update on the latest annual
financial statements of The Agency Group Australia Ltd and controlled entities. As such, it does not contain information that
represents relatively insignificant changes occurring during the half-year within the Group. It is therefore recommended that
this financial report be read in combination with the annual financial statements of the Group for the year ended 30 June
2024, together with any public announcements made during the half-year.
12.1.2 Basis of accounting
The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001
and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial
Reporting Standard IAS 34 Interim Financial Reporting. The half-year report does not include notes of the type normally
included in an annual financial report and shall be read in conjunction with the most recent annual financial report.
The financial statements were authorised for issue on 28 February 2025 the Directors of the Company.
12.1.3 Going Concern
The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business
activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The Group incurred a loss for the half-year of $2.30 million (31 December 2023: $3.12 million loss) and a net cash in-flow
from operating activities of $1.78 million (31 December 2023: $1.76 million in-flow). Included in loss for during the half-year
was interest and finance costs ($0.82 million), depreciation and amortisation ($3.23 million), and embedded derivative non-
cash financing costs ($0.23 million).
As at 31 December 2024, the Company had a working capital deficit of $16.87 million (30 June 2024: $7.86 million working
capital deficit). The Directors have prepared a cash flow forecast, which indicates that the Group will have sufficient cash
flows to meet commitments and working capital requirements for the 12-month period from the date of signing this financial
report.
The ability of the Group to continue as a going concern is principally dependent on the following:
◼ The Group continuing to generate cash flows from operations;
◼ The Group not breaching the terms of its borrowing facilities;
◼ The Group obtaining an extension to the Macquarie Bank Limited banking facility (MBL); and
◼ The Group obtaining an extension of the convertible note facility.
As disclosed in note 3.1.3, the Company is in advanced discussions with MBL around the further extension of the existing
banking facilities under more favourable terms, these are currently due to expire on 20 July 2025. As part of the MBL
extension, the Company is finalising discussions with Peters Investments on the existing convertible note arrangement, who
have confirmed that they would support an extension of their facility. The Directors are confident that these will be
completed by the June 2025 quarter.
In addition to this, should the Company be required to refinance the facility or settle the loan over the next 12-month period,
they are confident they would be able to seek alternative finance and / or consider further asset sales which could realise
significant off-balance sheet value of its intangible assets. The Company has recently obtained an independent professional
valuation of the rent rolls which indicates the market value of these assets to be around $36.32 million, which equates to
$30.86 million held off balance sheet (30 June 2024: $28.91 million).
Based on the cash flow forecasts and other factors referred to above, the Directors are satisfied that the going concern basis
of preparation is appropriate. In particular, given the Group’s history of raising capital to date, the Directors are confident
of the Group’s ability to raise additional funds as and when they are required.
P a g e | 21
APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Notes to the condensed consolidated financial statements
for the half-year ended 31 December 2024
Note 12 Statement of material accounting policies
12.1.4 Comparative figures
Where required by AASBs comparative figures have been adjusted to conform to changes in presentation for the current
financial period.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its
financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in
addition to the minimum comparative financial statements is presented.
12.1.5 New and Amended Standards Adopted by the Group
A number of amended standards became applicable for the current reporting period. The Group did not have to change its
accounting policies or make retrospective adjustments as a result of adopting these amended standards.
12.2 Use of estimates and judgments
The preparation of consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.
These estimates and associated assumptions are based on historical experience and various factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised and in any future periods affected.
Judgements made by management in the application of AASBs that have significant effect on the consolidated financial
statements and estimates with a significant risk of material adjustment in the next year are discussed below, where material.
Note 13 Company details
The registered office and head office of the Company is:
Street: 68 Milligan Street Postal: PO Box 7768
Perth WA 6000 CLOISTERS SQUARE WA 6850
Australia Australia
P a g e | 22
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
Directors' declaration
The Directors of the Company declare that in the Directors' opinion:
1. The attached financial statements and notes, as set out on pages 8 to 22, are in accordance with the Corporations Act 2001
(Cth) including:
(a) comply with Accounting Standard AASB 134: Interim Financial Reporting, the Corporations Regulations 2001 and other
mandatory professional reporting requirements; and
(b) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2024 and of its performance
for the half-year ended on that date,
2. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable.
This declaration is signed in accordance with a resolution of the Directors made pursuant to section 303(5) of the Corporations
Act 2001 (Cth).
On behalf of the Directors
ANDREW JENSEN
Executive Chairman and Chief Operating Officer
Dated this Friday, 28 February 2025
P a g e | 23
APPENDIX 4D THE AGENCY GROUP AUSTRALIA LTD
Interim Financial Report AND CONTROLLED ENTITIES
31 December 2024 ABN 52 118 913 232
Independent auditor's report
P a g e | 24
THE AGENCY GROUP AUSTRALIA LTD APPENDIX 4D
AND CONTROLLED ENTITIES Interim Financial Report
ABN 52 118 913 232 31 December 2024
P a g e | 25