AUB Group Limited (AUB) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the AUB Group 1H '25 results. [Operator Instructions] I would now like to hand the conference over to Mr. Mike Emmett, CEO and Managing Director. Please go ahead.

Good morning, everyone. Today, I look forward to providing you with an update on the outstanding progress we are making executing our strategy and delivering sustained earnings growth. We are building a multi-country insurance services group consisting of an interlinked portfolio of retail and wholesale brokers, underwriting agencies and businesses that provide essential risk advisory and technology services to our clients and partners. Our owner driver model, which has been a proven success in Australia and New Zealand, continues to resonate strongly in international markets, reinforcing our competitive advantage. We have assembled a portfolio of complementary businesses that enhance both performance and value across the AUB family. Our individual divisions continued to deliver strong results, and our investment in Tysers has already driven a substantial uplift in the value of our retail brokers and underwriting agencies while creating a strong pipeline for future investment opportunities. Additionally, our expanding portfolio of agencies is creating significant synergies and enhancing the value of our broking network. Although we are still in the early stages of replicating our successful Australian model internationally, we now have a diverse set of strategic levers to drive revenue, margin expansion and sustained earnings growth for AUB Group shareholders. Let me now move to the results. AUB Group has experienced another busy and successful half year. BizCover, Agencies and New Zealand all experienced strong revenue growth, supported by the above-market growth in Australian Broking. Continued margin expansion across multiple divisions has driven substantial profit growth. The International division has delivered good underlying results, noting the profit outcome includes several one-off items that complicate comparisons to prior periods. And these were largely anticipated when we presented to you previously, and I will provide further detail as we go through the presentation. We're also pleased to confirm that we have reached agreement with Odyssey Investment Partners for a final earn-out payment for Tysers of GBP 57.4 million to be paid in March 2025. This payment covers the agreed earn-out mechanism based on a sliding scale of Tysers' revenue over a 12-month period during the 2 years following AUB's acquisition. Pleasingly, for both parties, revenue achieved during the earn-out period was 95% of the maximum amount and represents a substantial uplift under AUB management. The payment was reduced by contractual rights of set-off and is fully covered by the recent $250 million increase in the AUB syndicated debt facility, as outlined on Slide 15. On Slide 4, you'll see that AUB Group's first half '25 revenues grew by 12.1% with the underlying net profit after tax increasing by 13% compared to the prior comparative period. The group's EBIT margin contracted slightly, primarily due to one-off items and timing differences, which I'll explain shortly. The underlying earnings per share grew by 5.1%, reflecting the issuance of shares at the end of financial year '24 to fund recent acquisitions and to strengthen the balance sheet for future acquisitions. The Board has determined an interim dividend of $0.25 per share, a notable 25% increase from the financial year '24 interim dividend. And this decision reflects our financial strength and a commitment to returning to our long-term interim dividend payout practices. Slide 5 presents a waterfall summary of the underlying net profit after tax growth for the first half of '25 compared with the first half of '24. Organic underlying net profit after tax growth of 9.3% combined with a 15% increase from acquisitions as well as the positive effect of lower funding costs contributed to a year-on-year growth of 27.8% before one-off items. The one-off impacts relate to the realignment of bonus performance periods and the inclusion in financial year '24 of revenue from departed teams. Please note, the bonus accrual adjustment is a noncash accounting item not impacting future reporting periods. The revenue tail from departure teams elevated profits in financial year '23 and '24 and largely ceased in the first half of '24. This revenue relates to teams that either departed prior to the AUB Group acquisition of Tysers or departed as a consequence of deliberate and targeted restructuring actions taken by AUB Group since ownership. To be clear, we are not adjusting for revenue reductions arising from anyone who leaves but rather for specific teams that departed previously. Slide 7 provides a summary of each division's performance. Australian Broking delivered good double-digit revenue growth of 10.1% alongside a 70 basis point improvement in margin. BizCover and Agencies achieved exceptional revenue growth of 16.5% and 26.1%, respectively. BizCover's margin expanded significantly by 360 basis points, while Agencies saw an equally impressive 320 basis point margin expansion, excluding the impact of profit commission receipts, which were lower in the first half of '25 than in the prior calendar period. I'm particularly pleased with the strong progress across these 2 divisions. New Zealand reported excellent revenue growth of 18.7%. And while margins remained broadly neutral, this was due to strategic investments in new staff made in the first half to pursue identified growth opportunities. For International, to ensure a like-for-like comparison of underlying results, this slide presents a normalized view of performance, which was strong with 10.4% revenue growth and margin expansion of 160 basis points. Moving to Slide 8. Slide 8 highlights the consistent revenue growth in Australian Broking over the past 4 years alongside strong and sustained margin expansion. We remain confident in achieving or exceeding our 40% EBIT margin target over time for this division. Now there have been several questions regarding softening premium rates. And while we have observed this trend in certain risk classes, I'd like to highlight that in Australia, our overall income per customer grew by 9.2% during this period and also that an increase in broker fee rates has partially offset any impact of slowing premium rate increases. Our ongoing efforts to consolidate and strengthen businesses within our broking network continue to drive greater focus and efficiency improvements, further reinforcing our long-term growth trajectory. Pleasingly, our success consolidating and optimizing brokerages has now become a well-understood and valuable lever with new opportunities in areas outside our original scope often proactively raised by our partners themselves. Slide 9. This has been an outstanding period for BizCover, marked by an acceleration in revenue growth compared to prior periods and a strong uplift in margins across Australia and their other territories. Alongside this exceptional financial performance, BizCover continues to achieve market-leading customer satisfaction scores while further strengthening its unique value proposition, the combination of a cutting-edge technology platform and an outstanding suite of insurer and product offerings. On the 17th of February, last week, we celebrated the fifth anniversary of our investment and partnership with BizCover. The valuation at the time of investment was based on a forecast EBITDA of $17.7 million. You may be interested to note that the EBITDA for BizCover has grown by 35% per annum compound since that forecast. Slide 10. Agencies delivered a very strong set of results with 26.1% revenue growth and a 320 basis point expansion in underlying EBIT margin to 37.7%, excluding the impact of profit commissions. As a reminder, while our target margin for Agencies is 45%, we describe this as comprising 40% underlying margin, i.e., excluding profit commissions, with an expectation that profit commissions will add a further 5% to the margin in an average year, this being contingent on the loss ratio performance of the relevant insurers' portfolios. We continue to make good progress to achieve or exceed this target margin. I'm also pleased with the balanced portfolio we've built across our Agencies division. Our investment in Pacific Indemnity has significantly strengthened our financial lines specialty capability, positioning us well to achieve our ideal premium split of 40-30-30 across the 3 key segments of this division. The business has performed well since completion. Additionally, our Agencies portfolio is now very well integrated with Tysers. We are seeing clear synergies between this Agencies business and Tysers product and placement capabilities, delivering further value to the group. Slide 11. We are strongly positioned to grow in New Zealand, as evidenced by our first half '25 revenue growth of 18.7%. To capitalize on key market opportunities, we've made a strategic investment to expand resources in our largest brokerage. While this has resulted in a slight compression in EBIT margin, it positions us well for sustained long-term growth in identified high-potential areas. On to Slide 12. We have made significant progress since the acquisition of Tysers in October 2022. Tysers has been restructured to form the core of a new International division and has been split into London Wholesale operating under the Tysers brand and a new U.K. Retail unit, which we refer to as UKbrokers. CEOs have been appointed to lead Tysers and UKbrokers, and we have invested in 2 U.K. Retail networks, Momentum and Movo, to significantly bolster the scale of our U.K. Retail presence. The Tysers Wholesale structure has been simplified, and it now comprises marine energy and aviation, property and casualty, specialty and Tysers Live, which is a relatively recent consolidation of our entertainment form, media, sport and live event teams. Tysers has also had a portfolio of underwriting agencies operating in 5 countries, and these are progressively being coordinated as part of the AUB Agencies division. In addition to the above, we are executing on a plan to improve the capability and margin in International while reshaping this to take advantage of growth opportunities. In calendar year '24, AUB placed in excess of $200 million of premium into Tysers, with Tysers now playing a significant role assisting AUB Agencies to increase capacity and to place new and innovative insurance risk binders. In order to build out our marine capability, we've made investments in MexBrit, a Miami-based marine reinsurance broker and MGA, as well as in Tide, an innovative new yacht MGA. We also launched a new Tysers Live operation in North America and have brought on new wholesale broking teams, including significantly bolstering our capability and energy. Where necessary, we've improved our capability in support and governance, including a significant bolstering of legal risk and compliance capabilities. And in some cases, we have actively reshaped broking teams so as to refocus the wholesale business and improve our long-term growth and margin. Slide 13 shows a waterfall with the makeup of the international result. Now there's clearly been a reduction in profit from the first half of '24 to the first half of '25. However, I'd like you to understand the key components of this so as to better assess the once-off or noncontinuing items versus those that are part of the underlying result. On the left-hand side of the waterfall, you'll note that profit for the first half of '24 was $39.2 million. And this profit included a tail of historic income of $5.8 million from teams at Tysers that either left prior to AUB Group's acquisition or departed as part of active restructuring actions taken to optimize Tysers' future performance. These were largely understood at the time of the acquisition. We have then restated the adjusted profit for the first half of '24 on a constant currency basis, reflecting the $31 million you can see in the middle of the waterfall. Comparing to this normalized base, the International division achieved pleasing underlying profit growth of 29% being organic and acquisition growth of 13.7% and 15.3%, respectively. Finally, we show the impact of costs relating to the realignment of bonus periods. AUB Group decided in FY '24 to align performance periods and bonus accruals across the group. As a consequence, we decided to pay a 6-month stub bonus to the Tysers team to ensure that their bonus period was not extended to 18 months in this transition year. This made good commercial sense, was fair to our teams and helped to incentivize and retain them. As a consequence, there is an increased cost in FY '25, which will not repeat in FY '26. We're pleased with the progress we're making with International. The underlying organic profit growth, restructuring of the business to optimize components for the future and a strong portfolio of recent and prospective acquisitions has accelerated our medium-term prospects. I'll now hand over to Mark.

Thank you, Mike. On Slide 15, you'll see our funding and interest update. As at the 31st of December, AUB had cash and undrawn debt of AUD 208.3 million and a leverage ratio of 1.9x. AUB's debt facility included a feature allowing an increase of up to AUD 250 million to fund the Tysers earn-out and other corporate initiatives subject to covenant constraints. The additional funding was arranged in January 2025 in advance of the Tysers earn-out being paid in March. Restating the December numbers on a pro forma basis for these 2 items gives cash and undrawn debt of AUD 360 million and a leverage ratio of 2.15x. As of 31 December 2024, on a look-through basis, the group earns income on $1 billion in trust and operating cash. After paying the Tysers earn-out, debt will increase to close to $900 million on a look-through basis. This is a materially neutral position in a reducing interest rate environment. Slide 16 sets out the mix of currencies that Tysers is exposed to. 60% of Tysers income is earned in U.S. dollars, whilst expenses are mainly incurred in British pounds. To mitigate this risk, we have in place a multiyear series of monthly forward contracts to sell Tysers U.S. dollar income for pound sterling. Over to Mike.

Thanks, Mark. Slide 18 outlines our multiple long-term earnings growth levers, and we provided some updates. Firstly, we have upgraded the impact of new insurer commercial arrangements on the International division. Secondly, given the strong progress we've already made to consolidate our broking networks in Australia and New Zealand, we have shifted this lever from high to medium. Overall, we retain our high confidence in the group's medium- and long-term growth prospects. And finally, Slide 19. We reaffirmed guidance for the full year with NPAT guidance for FY '25 in the range of $190 million to $200 million, representing overall NPAT growth of 11.1% to 16.9%. In the second half of '25, we anticipate strong organic growth of 8% to 16% combined with growth from acquisitions of 11.9% to 13.9%. This combined strong growth of 19.9% to 29.9% in the second half of '25 over the second half of '24 will be offset by increased funding costs and the previous described one-off impacts on the International results. I'd like to conclude by saying how pleased we are with these results. We're also happy to have the certainty achieved by resolving the Tysers earn-out payment. As I said at the beginning, we have a business model that not only delivers strong performance but also operates resiliently through changing market conditions. With clear levers for future profitability improvements, continued margin expansion in our core businesses and strong growth prospects in our operating markets, we are confident in AUB Group's positive trajectory for the coming years. Thank you. And I will now hand over to the moderator for your questions.

[Operator Instructions] Your first question comes from Tim Lawson with Macquarie.

Are you able to just add a bit more detail on sort of how progressed you are and what are the drivers of the commission and fee per client that you've included in ANZ in New Zealand?

Sorry, Tim, I'm not sure I understand the question. How far progressed we are? Sorry, just...

Yes. You made some comment about 9-odd percent increase in commission and fee per, on average, client sort of basis. Could you just sort of talk through what the drivers of that are and sort of how far progressed you are through that sort of optimization versus where you think...

Sorry. Thank you. I was being a bit thick. Apologies. So I guess this goes back to the point that we've made for a few years now, which is that there are multiple levers. And so I know that there's been a lot of concern over the last 18 months about the premium rate environment. And I guess our counter to that has been, look, our clients -- really, first and foremost, what we're trying to do is ensure that they are appropriately insured and that the risks that they experienced in their businesses are appropriately covered and on a balanced cost-effective basis. And that means that you can flex the level of coverage. You can flex the excesses. You can flex the types of insurance products that they have. You can flex which insurer. And so that all turns into a premium, some of which we earn as a commission, and we also earn fees. And some of those fees are related to claims handling separate to the broker fee. All of those levers, ultimately, what we're trying to do is be sensitive and partner with our clients. That means in very high premium rate increase environments, we're very sensitive to how much commission we earn. Now obviously, there's a cap on how much we're entitled to earn, but there's no floor on how much we can choose to earn. And so we flex through the cycle how much we earn in terms of the commission earn rate as well as the broker fee adjustments. Now a number of years ago, you may recall, I mentioned that we're intentionally suppressing any changes to our fee income, and we were very sensitive in passing on a fair amount of our commission income increases to clients given the significant inflationary impact on the insurance premium. And so obviously, in areas and in risk classes -- because we're not seeing premium rate adjustments is slowing across the board. We're seeing them in certain risk classes. In those risk classes, we've chosen to either slightly increase our commission earn retention as well as to increase the fee piece. So that's a long explanatory piece though I know not answering directly your question. So short answer is we don't explicitly know, and I can't say to you we're now 10% of the way through. What I can tell you is that there are a number of those. We're not anywhere close to the top end of the commission earn rate. We are still, we believe, significantly lower than the market practice in terms of broking fee and fee earn rates. And so we're very comfortable that we have, in the long term, a fair number of levers that we can still apply.

That's very clear. I might just ask one more question. Just in terms of retail margins in the U.K., in particular, just to maybe talk through the impact of the increased scale and reorganization and sort of how far you are down that path. And what sort of contribution do you think that is to get to your target of 32% on that International segment?

Yes. So we're very, very early in the piece there. So as I mentioned 6 months ago, we were pleased that we had -- we've made a couple of really good acquisitions. But in terms of actually integrating or leveraging scale, et cetera, we really are just at the onset or at the -- starting the journey. And so our view is that retail margins in the U.K. should be the same as New Zealand broking margins, so at about that 32% -- sorry, 42%. And our view is that we're currently running -- obviously, there are some exceptions, but we're running in the 15% to 20% type margin range. And so a long way to go, but we're very early in the journey on that. So there's a lot of activity and opportunity to still come.

Your next question comes from Siddharth Parameswaran with JPMorgan.

Just a couple of questions, if I can. Maybe I'll just carry on from Tim's question on Australia -- Australian Broking. I just wanted to just clarify a couple of the numbers there. So I think there, Mike, you talked about 9.2% per client half-on-half revenue growth. I was just keen to just square that up with the organic growth that you're getting on a PBT basis of 5.1%. I know one is half-on-half. One is on the PCP. But I was just keen to make sure we understand what the organic growth profile in earnings from here is. Is it closer to that 5% from here? Is that what we should be taking away?

I think the -- there are several moving parts. So the first challenge is that our first half is always our low -- so remembering this is an organic profit growth number versus revenue growth. So from an organic profit growth point of view, our first half is always our lower profit period. It's also our lower volume period because the majority of our renewals are in the second half. So March for New Zealand and June for Australia for the broking businesses. And so I think there's this mix of 4 phenomena happening. Firstly, in certain areas, we are reducing our client numbers because, frankly, we are continuously refining and improving our portfolio in terms of mix of clients, et cetera. Secondly, we are -- we do see a phenomenon where we're growing in our smaller clients and our larger clients. Almost the bookends of our business are growing faster. Obviously, that means that in parallel with increasing the average income of the client, in some cases, if you're growing the small clients, the average income is going down. So if the net effect is a 9.2% increase in the average income, part of that is driven by some rate/commission, some fee increase, but then it's also been offset by a shift in mix. And of course, the larger clients, we earn fee, no commission. And so there's a sort of almost, in absolute terms, potentially not necessarily increasing the average. So unfortunately, there are lots of moving parts. I think if what's behind your question is do we see that the organic revenue growth rate is slowing, no, we don't. We believe we've got a number of levers that we have applied and can continue to apply. And over time, we really are confident that we can enhance the portfolio and continue to grow top line while improving margin.

Okay. So I suppose my point was really about organic profit growth. So is that 5% reflective of what is possible in this market?

Well, in the first half, which is historically our lower profit half because in the second half, we have increased income without increased cost.

Yes. But it's on the PCP, right? Those numbers are first half '25 versus first half '24?

Correct, yes. But I think it's probably a debate worth having at the full year, Sid.

Okay. No worries. Okay. I'll move on. Just a question on Tysers then. Just wanted to make sure I was actually clear on your messaging around some of these incentive payments and also the team restructuring. I just want to make sure I'm clear on the impacts into FY '26. So from what I can see, I think you're flagging a one-off impact of $7.9 million on first half '25. And there's another impact in second half, which I think if I'm reading it right, I think it's $6.5 million, if I'm correct, in the second half.

Yes. To be explicit, use after-tax numbers. So for the bonus -- let's talk about the bonus first. So first half is $6.3 million. Second half is $6.5 million. So that's $12.8 million impact. It is an FY '25 impact only. And so if -- so in the rounds, the Tysers total annual bonus pot is about $50 million. It means that in FY -- and I'll talk about -- look, I'll give a little bit more color to the context of the change, if that's helpful. But it means that in FY '25, the total bonus accrual for Tysers is $62.8 million. And in FY '26, all things being equal, it will go back to $50 million, right? So it's an FY '26 only accrual non-cash basis. The phenomenon, I did talk a little bit about it earlier, but just to be very explicit and clear, we realigned -- so we do this -- it's a standard practice for us, right? We want the majority of the businesses across the group to align with our June financial year-end. Tysers was a calendar year financial year. Secondly, we want bonus period, performance periods to measure -- to be measured according to the financial year. So making that change meant you've then got the situation looking forwards where you're either going to have an 18-month first bonus period after the change or you're going to have a 6-month once-off bonus period. After that, it obviously reverts to financial years. So what we decided was not fair and not sensible to apply to 18-month piece that would really upset the Tysers team. And so what we decided is we would have a one-off stub 6-month bonus. Now the irony is the way that the bonus was working was January to December, the bonus is actually paid in Tysers part in March, part in September of the following year, which means that you've actually got a 21-month period over which you accrue that bonus from the start of the performance period to the September of the following year. And there is a requirement for them to not be working out notice, et cetera. So they have to be an ordinary employment for that full 21-month period. Obviously, if you -- so when you work out the accrual for that, you're accruing over the 21 months, but you're also accruing based on a probability weighting of whether people are likely -- so there's a lower probability that people will be around for 21 months than for them to be around for 9 months, right? So 6 months plus the sort of 3 months of employment lag. So effectively, what you've got is we've accrued the same amount over a shorter period with a higher certainty or probability of being around. Therefore, your accrual increases if you compare the 2. Now the actual cash impact is neutral, but you've got that once-off. And so we were torn between making a decision to do the right thing or -- looking at the impact, our view was, look, it's a once-off noncash adjustment. We'll do the right thing from a business point of view. We'll call it out to everybody. And hopefully, you'll understand that actually, on a like-for-like basis, the $200 million would have been, pick a number, $210 million. So why I don't I pick a number? $198 million to $210 million or something would be the range. So you can normalize for that for the FY '26.

Yes. That's very clear. And just wanted to clarify, just the historic departed Tysers teams, the $5.8 million impact in the period. We won't see any more of any restructuring charges, will we? I think it says that some of it was planned before. Some of it was planned at the start of -- when you bought the business, but it seems like other -- some of that $5.8 million includes just restructuring.

So this is going to be the most material one. So here's the reality. When we bought Tysers, a team had left already. So obviously, that was factored into our purchase price assessment. But the way that we then manage that was we still had a tale of income. So pre-October '22, we set a tail of income running through to December '24 -- I mean, sorry, December '23. And so you had that phenomenon where effectively, you've got this tail of revenue, which we're not going to say no, thank you. But the reality is it's not part of the underlying performance of business. We're not saying you guys should discount it or ignore it, but we want you to make -- see the business through the lens that we view it, which is the underlying parts of the business that we frankly bought it for are growing. And in fact, the changes we're making are delivering significant benefits and dividends. And the other 2 teams are teams we've actively proactively restructured and removed. So you might recall the bloodstock team in December '22 and a North American entertainment team in December '23. Those 2 teams, again, you've got this phenomenon where effectively you exit the team, but you retain the tail of income. Now the impact of this ironically has been bigger in FY '25. If you look at the comparators, then we forecast in August last year. If you said to me, why is that? Well, ironically, we got less in the first half of '25 than we expected from those departed teams, which means the difference between 1H '24 and 1H '25 was greater because there's less in -- none in 1H '25. But ironically, the good thing is that was more than counterbalanced by the organic growth in the business and the performance of the acquisition. I want to emphasize the acquisition growth is also better in general but specifically in Tysers -- or International and in Agencies than we expected. And the reason is because the acquisitions have performed better than we expected, not because we bought more or we actually bought better than we'd forecast in terms of the performance of the businesses. So I mean I think -- I understand that noisy, slightly complicated results are not ideal. But the fact is we are very pleased about the performance across the whole group, including International. I am delighted with the progress we're making. We've done an extraordinary amount of heavy lifting in a short period of time. The business is really well positioned for the future. It's performing well already. Candidly, the organic growth in Tysers is better than we had forecast. And the acquisitions, we've managed to acquire better, and I think we're really well placed for the benefits from that. I think the other piece to emphasize is, again, it's the right business decision. And of course, we try to be circumspect about how much information we share because our competitors are reading our information as well both locally and internationally. The fact is that the Tysers business has unlocked significant benefit and performance in the growth of Agencies, in particular in Agencies. And so I used this horrible analogy with my eldest son the other day, but it's kind of like a pizza, right? And I love pepperoni and mushroom pizzas. I like a pepperoni pizza, but I don't assess the pepperoni and mushroom pizzas I have based on how the mushrooms taste. I assess them based on how the pepperoni and mushroom pizza tastes. And so I think we really have a situation where the whole is greater than the sum of -- than the individual parts. And we anticipate this becoming more and more clear over the future few years.

I got most of that. I wasn't sure about the pepperoni analogy, but I got the gist of the numbers.

As long as you're not a pineapple pizza person, Sid.

Your next question comes from Jason Palmer with Taylor Collison.

Just the first question. I had 2. The improved commercial arrangements at Tysers, you put a high importance on it. Can you unpack that a little bit, please, and when we might start to see benefits from that?

Sure. So we plan and anticipate as an FY '26 benefit and then obviously going forward, but -- so that's the first point. I think in general, this is around how do we leverage our scale. We're an $11 billion premium business now. How do we leverage that scale and harness the relationships with our key insurance partners as a consequence? Candidly, historically, we've been a bit of a laggard in this area. And so we've worked quite hard in Australia particularly and in New Zealand over the last few years about enhancing the way in which we deliver services to insurers. And that's around reporting and data and alignment of key strategic initiatives, et cetera, et cetera, and there's a commercial benefit to those. And this is historically something that Tysers didn't do. And so they have one small commercial services agreement with one insurer partner currently. So clearly, that's a big opportunity. Because we've been making a lot of changes, it's an area that we haven't actioned but we've now kicked off in earnest. And early indications are that the size of the prize and the opportunity is bigger than we had anticipated. Hence, the upgrade of our view of the impact of this lever. The most noticeable impact will be in -- the financial impact will be in FY '26, Jason.

Okay. You're not going to put any numbers around it now? Or can you -- I mean is $10 million around the mark that could drop through to the earnings line? Or you don't want to be dragged in that conversation?

I just think it would be premature. I'd rather talk about the progress we've made in a year's time and what numbers we have managed to deliver because obviously, there's an element of commercial sensitivity around some of that.

Okay. No worries. And my second question is around the below-the-line spend of $17 million. Can you unpack that, please? And does that include -- is that part of the $62 million of bonus accruals that you are talking about for this year and the example you gave before?

No. So the below-the-line is the mix -- it is all related to items related to acquisitions, right? So in no particular order, it is acquisition costs for acquisitions we've made. It's the uplift in the notch -- or sorry, Department of Justice payment over and above whatever was escrowed. It's the assessment -- as you'll recall, that once-off Tysers LTI structure we put in place for everyone at the time of the acquisition, because that's based on performance and probability, et cetera, there's a sort of a gradated provisioning for that. And so there's an element of that in there. There's a bit around where we make an acquisition if we, as part of acquisition case, have some structural consolidations or redundancies, et cetera, et cetera, then those go in there. We're actually -- there's a bit around the -- you might recall with Tysers, there were 2 defined benefit pension schemes. One of those has now -- I'll get the technical term wrong, but effectively, we've sold it. So it's no longer a moving adjustable sort of liability. But one of them remains. We're still working through that process to sell that. Quite complex, highly regulated processes to transition those types of defined benefit schemes in the U.K. And so with one of them, this is the adjustment in the funding estimates and valuation of that because obviously, the Tysers the employer is responsible for changes in the funding of those schemes, et cetera. So it's a whole smorgasbord of those types of things, Jason.

Okay. Just referring to the smorgasbord then, the 2 major ones are going to be Department of Justice, I imagine, and the LTIs. Is that right? Like are you happy to kind of provide some type of numbers around those?

No, we're not comfortable to provide some kind of numbers. But actually, the acquisition-related costs, so excluding Tysers, are actually the biggest part of that.

Okay. Look, I just want to ask one more question. You've kind of put out this hockey stick event coming through in Tysers next year with the removal of the one-off $12 million of costs within the business. And you told, I think, us on a previous answer on this forum that there's no other teams that you can see that you're going to sort of cycle those impacts of that income rolling off as they've left. And then you've also said that the commercial services agreements are larger than what you think -- what you thought they might have been from the beginning. So it seems like Tysers should grow very strong double-digit earnings growth next year without really any top line. Is that correct?

I think -- well, so I think if we unpack that, I think the bonus piece is absolutely right. I mean you can basically take this year's Tysers number and add the bonus piece back for next year. I think that's the first point. I think the team structural pieces, there are other parts of the business that we -- I've said we want to adjust and restructure. I've said previously that a good outcome would be flat revenue with improving margin. And so I think that we're going to have that possibly in FY '26 again. So I think the departed teams piece is less. We may have another one. We didn't have in the first half. The complication with it is that as you'll -- when I mentioned we exited bloodstock in December '22, when we had a tail of revenue all the way through for 2 years. So the issue with that -- sorry, for 18 months. The issue with that is, obviously, there's a long tail. But having said that, the tail of the income that we've called out now, that's it, right? So I mean there's a little bit in the second half of another $1.4 million or so, but the biggest one-off adjustment this year is the $12.8 million on the bonus, which you can literally just add to the results for next year.

Okay. I think what you're saying is flat on Tysers with improving margins, but you can still grow in the retail and International expansion of the pipeline.

Correct.

Your next question comes from Scott Hudson with MST.

Mike, sorry to maybe labor the point, but is FY '26 going to be a clean year from a Tysers' perspective in terms of any adjustments...

Is it going to be a clean year, did you say, Scott? Scott, did you say clean year?

Clean year, yes. So no adjustments.

Sorry, I didn't hear if you said lean or clean. Quite a big difference.

No. Clean.

Yes. So from what we know now, there won't be the bonus period realignment. And we anticipate, I've got to touch wood here a little bit, that we'll have some new teams that will have joined that will cost us some money. So broadly, the arithmetic on a new team is costing money in year 1, breaks even in year 2, makes money in year 3, right? That's broadly the simple arithmetic. So we are -- we've brought on a few teams, but we're making good traction on that. And so I think we -- now it may be better if we just don't call that out next year because it might be better to have just a simple result rather than a defined result. But certainly, in terms of the departure teams, none that we are actively working on or have worked on recently that you're not aware of.

So I guess as we look to the exit run rate on the margin at the end of FY '25, adding back that bonus accrual, you're comfortable that the underlying margin profile will be above the FY '24 reported margin of sort of 24%?

Well, so the 24% had some of that tailwind high-margin noise. And so you might recall I said that we believe that the business is running at an underlying sort of 21%, 22% -- I said low 20% type margin. So that's -- we think it's running at sort of a 20% to 23% type margin.

Your next question comes from Elizabeth Miliatis with Jarden.

Just on the Agencies, you noted in your presentation that the margin expanded by 10 bps overall. But just excluding the profit commissions, can you just talk about the margin? Did it, in fact, expand ex those profit commissions?

Yes. So the margin expanded quite significantly ex profit commissions, Liz. So 370 basis points -- sorry, 320 basis points from memory. I'm just flicking back to the page. So on Slide 10, we actually talk about the EBIT margin ex profit commissions at 37.7%. And then we call out explicitly on page -- sorry, page -- no, we don't. Yes, we did call out somewhere. I thought the -- or certainly I called out...

Sorry, I missed it.

No problem at all. Yes. No, apologies. So I think that's the reason I called that out when I was talking earlier, is because that's the bit we can control. So obviously, we're subject to the vagaries of the weather, the insurer portfolio performance, the commercial binder agreements we've reached with insurers that dictate at what loss ratio we earn a profit commission. And as a reminder, it's a misnomer in this profit commission. It's really the release of some of the commission that we're entitled to. So you might earn 27% commission, but the insurer pays you 25%. And they keep -- every month, you get paid based on that month's premium. But they keep 2% back. They create this bucket, and they release that in the following year, if they're doing it timeously, based on the performance of that portfolio that your underwriting agency is responsible for. So it's like a release of sort of a commission held back. And so we're subject to the vagaries of the performance of the book, the weather events, et cetera, et cetera. On average, we anticipate that we would get roughly half of our total profit commission entitlement, and that equates to roughly 5% of our -- of the margin. You might recall our used analogy of we can get to 40%. We know -- I almost foreshadowed that what might happen is we might be 47% one year, 43% another year, 42%, 45%, 41%, 49%. But we still -- the bit we can control is getting to that underlying 40%. After that, it's a little bit -- it's going to be an element of volatility on the margin.

Yes, sure. Cream on top of maybe a few extra pepperoni on the pizza. But apologies for sort of asking a question, which you probably touched on earlier. We just straddling a couple of calls. And then the separate additional question just around strata. Obviously, there's been issues on your key competitor's side on the Agencies side. But are you seeing any benefit from your broking side of things or indeed strata in the Agencies business given what's happening with Steadfast? Or is it just an incremental positive?

Yes. So I don't think I could draw a line between any of that stuff. I think -- so the reality is we've got a nice balanced portfolio of agencies in the strata piece. We have SUU and Longitude as our 2 key strata brands. We also launched relatively recently a commercial strata agency called Helix. And that's still getting going with Lloyd's capacity, et cetera. Tysers helped with the establishment of that. That addresses a gap for us because we weren't -- we didn't have a commercial strata capability. And so we're just -- for us, it's much more about growing the opportunities that we can see in the market. I don't think any of it comes from anyone else's difficulties.

Your next question comes from Andrei Stadnik with Morgan Stanley.

Can I ask a couple of questions? Can I ask, firstly, just around your New Zealand growth? It looks like you got high single -- sorry, high teens growth in terms of New Zealand revenues, which is well ahead of what Suncorp and IAG showed with mid-single-digit premium growth. Can you talk about like what are you doing in New Zealand that's different that's helping you to grow faster?

Yes. So that's a good -- and it does link to the commentary we made about the margin. So I think the interesting thing, we see New Zealand as a growth opportunity for us. And so we're actually investing in that growth. Now in reality, to grow in broking, you need more brokers, right? So that's the reality of it. So we've hired more people to be able to go after new business. We see a lot of new business opportunity in New Zealand. Some of the larger historic competitors have been through changes of long-standing leadership changes, some changes in terms of org structure, ownership structure, et cetera. All of that obviously presents an opportunity for us. And so we've seen an opportunity to increase our broking teams, and part of the growth rate that you talk about has been because they've been really successful at winning new business. So a lot of this is new business growth. In parallel, we are seeing that our organic growth is holding up quite nicely. But broadly, it's about new business growth in New Zealand.

My second question, just in terms of appetite for further growth by M&A, further deals, like which regions or which divisions would you like to see the most growth from?

Yes. So we always map our acquisitions to where we see gaps or certainly a gap against the size of the opportunity. And so no particular order. We do still see opportunities to expand our broking footprint in New Zealand. I'd love to buy -- expand some agency capability and scale in New Zealand. That's a difficult one, but that's definitely a gap. We do still have opportunities to expand some of our specialty and general commercial agencies in Australia. We see some opportunity, not the same scale as the Movo and Momentum acquisitions, but certainly see some opportunity to expand on a bolt-on style basis our retail broking in the U.K. And then there are definitely point specialty areas, particularly in marine, that we see opportunities to grow in Europe and North America, for example. So in no particular order -- and sorry, the last one is -- and of course, we have no -- what's really been successful for us is the interplay between our retail broking in Australia and our retail agency -- our general commercial agencies in Australia. So replicating that at the right time in the U.K. as well. So I'd call -- I'd put that under the general commercial agencies space where we currently don't have any investments in that. So the nice thing is still a big expanse of areas that we'd like to invest in, and that will keep us busy for a number of years.

Your next question comes from Shreyas Patel with UBS.

Just going back to the discussion on the below-the-line items. You called out an $11.9 million impact from the movement in contingent consideration. Can you just confirm for me if that contingent consideration is on a discounted or undiscounted basis and whether we should be considering the interest unwind on that as a more recurring feature going forward below the line?

So the $11.9 million is largely the interest unwind on the Tysers earn-out, which is being paid in March. And that is covered in the disclosures in our half year financial report on Page 15, notes 4E and 4F.

Right. Great. And then second question, I guess, Mike, just your outlook on the rate cycle and specifically what you're seeing in the wholesale markets, particularly where -- I guess the classes that Tysers specializes in.

Yes. So probably 4 comments came to mind. The first one is I have made some bullish remarks, which I'll reiterate, right? So the first one is I've said that I believe premium rates will go up for the rest of my lifetime. And I think that remains my category view. And while there's been some mixes around, if you look at some definitive views of commercial rates, apart from a few classes, which largely we're not exposed to, frankly actually, rates are still in that 5% to 10% growth range. So I think that's the first point I'd make. The second point I'd make is that all brokers, wholesale or retail brokers, the reality is the worst scenario is where there is no risk and no uncertainty and no concern. That's not like a horrible thing to say, but the more volatile and uncertain the world is, whether that's because of geopolitical risk, whether it's economic risk, whether it is economic activity, inflation, weather events, et cetera, all of that conflates to be positive, and I hate to say this, but I will, positive for insurance brokers, right? And so what we're trying to do is a few years ago, we identified what would our risks be? Well, our risks were geographic, right? What happens if the insurance market in Australia is very sort of flat, et cetera. And so what we've done is we've worked out how to create a portfolio of businesses that secure and enhance each other but also reduce our sort of points of exposure and broaden our portfolio. And so the reality is that Tysers and the London wholesale market, is it benefits from the breadth of weather and geopolitical risks across the globe, right? And so the worst thing for us. The biggest risk is not rate. It's if commercial endeavors slow down. If businesses go out of business, if the world becomes a really happy, friendly place with no weather problems or wars, et cetera, that's our risk. Now from where I sit, looking outwards, it looks like it's more likely to get worse than better, unfortunately. As a human being, I feel bad saying that. As a CEO of a big global insurance services business, I'm quietly smiling. So I think that's the view. Now if you look specifically at rate, clearly, in the financial lines rates, there's been impact. But a lot of our business, if you took a geographic concentration, is North America, where obviously, the fires, the East Coast weather events around storms, et cetera, et cetera, remain quite pressing and concerning. You've also got our Australia and New Zealand concentration. So those are really the 3 geographies where -- if you were trying to look for a lead indicator about what's going to happen. And so in general, across that portfolio, that -- and it's quite a broad range, but the 5% to 10% long-term increase in risk and rate feels like the right number.

That is all the time we have for questions today. I will now hand back to Mr. Emmett for closing remarks.

Well, firstly, thank you very much for joining us this morning. Look, I know that there are questions about some of the international adjustment piece. The fact is across the board, I think from where we sat in August to now, we are pleasantly -- we're either pleased or delighted about the performance in every division. And this includes Tysers and the International piece because we've made more progress. We've got stronger underlying organic growth, and our acquisitions are performing better than forecast. And what I really like is we are building out a portfolio of businesses that are not only performing better than forecast, but they actually have more potential than we anticipated. And as we look forward, we see a number of years of continue -- well, confidence that we continue to not only grow but expand the margin and the profit performance of those businesses. So thank you very much. I look forward to seeing a number of you during the course of the next few days, and I hope you enjoy the rest of the day.

That does conclude our conference for today. Thank you for participating. You may now disconnect.