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RNS
ULS Technology PLC  -  ULS   

Half-year Report

Released 07:00 03-Dec-2018

RNS Number : 1092J
ULS Technology PLC
03 December 2018
 

ULS Technology plc

(The "Group" or the "Company")

 

Half Yearly Report

 

"Gains in market share drive increases in revenue, profits and dividends"

 

ULS Technology plc (AIM: ULS), the provider of online B2B platforms for the UK conveyancing and financial intermediary markets, announces its half yearly results for the six months to 30 September 2018.

 

The Group continued to increase its market share and grow revenue and profits during the period despite housing market transactions being lower year-on-year.

 

Financial Highlights

·     Revenue increased by 3% to £15.79m (H1 2017: £15.28m)

·     Underlying Profit before Tax1 increased by 6% to £2.89m (H1 2017: £2.74m)

·     Adjusted basic EPS1 increased by 7% to 3.73p (H1 2017: 3.49p)

·     Net debt and equivalents of £3.4m as at 30 September 2018 (FY 2017: £2.3m)

Payment of contingent consideration of £2.9m in the period

·     Interim dividend of 1.20p per share, an increase of 4% on the same period last year

 

1.  Before acquisition intangibles, amortisation and exceptional costs. Exceptional costs of £0.32m relate to the NPV movement in the estimated earn-out payable for the acquisition of CAL.

 

Operating Highlights

·     Further growth in market share particularly, within the re-mortgage transaction segment

·     Continued expansion of the sales team, focusing on intermediary market

·     Key elements of "DigitalMove" project fully developed and ready for launch in January 2019

 

Post Period Events

·     New conveyancing Services agreed with Hunters Estate Agents and Which? Mortgage Advisers

Further strengthening customer base and routes to market

·     Strengthening of the Board with Martin Rowland joining as a NED

Adds significant expertise and knowledge base

 

Steve Goodall, Chief Executive of ULS Technology plc, commented:

"We are pleased with our performance in the first half of the year especially given the wider economic environment. We once again outperformed the market in both transactional and re-mortgage volumes.

 

"We also increased our sales resource during the period and have concentrated both on increasing the number of advisers who use our systems and how often they use them. We will continue to focus in this area over the coming months and expect these efforts to continue to deliver new contract wins.

 

"We have a number of new products in development and have many active conversations with various parties throughout the industry, where there is widespread interest in how to improve the customer journey. We are particularly excited about DigitalMove, which will be launched in January 2019 and will be a major step forward in the way that many consumers interact with their conveyancer."

 

 

 

 Enquiries:

ULS Technology plc

Tel: 01844 262392

Geoff Wicks, Chairman

 

Steve Goodall, CEO

 

John Williams, Finance Director

 

Numis Securities Limited (Nomad & Broker)

Tel: 0207 260 1000

Stuart Skinner / Paul Gillam, Corporate Advisory

 

Michael Burke, Corporate Broking

 

Walbrook PR Limited 

ulsgroup@walbrookpr.com or Tel: 020 7933 8780

Paul Cornelius

 

Helen Cresswell

Sam Allen

Nick Rome

 

     

 

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) prior to its release as part of this announcement.

 

 

 

Chief Executive's Report

 

This has been my first reporting period as CEO of the Group and it has been a successful one in the face of market uncertainty on many fronts. Over the last decade or so, we have forged close working relationships with a growing number of the most successful mortgage intermediaries and lenders. These relationships, together with our continued investment in technology and customer service, have underpinned our strong performance during the period.

 

It has therefore been an exciting time to take on the CEO role. There is a real desire in the markets in which we operate to make the home-moving experience better for everyone. We are helping to drive this process and are having discussions with a variety of parties across the industry as to how we can make this happen. These developments have the potential to underpin organic growth and the overall health of the Group for many years to come.

 

A prime driver behind this will be our launch of DigitalMove in January 2019. DigitalMove is a customer focussed online platform that enables the customer to communicate with their conveyancer in a user-friendly, digital environment which is safe and secure with the potential to take weeks off the house-moving process. Following the planned launch, we are working to a roadmap of product enhancements that will be rapidly delivered and rolled out  across all of our distribution base and beyond as DigitalMove has the potential to open up new markets and new customers for the Group as well as enhancing the home-moving experience for our existing customers.

 

Strategy

 

The Group's strategy remains to grow market share and value though focusing on continual improvement, innovation and quality, while being alive to potential acquisitions.

 

The tactics to achieve this strategy are:

 

·     Focus on our distribution. We have an enviable list of distributors who promote our platforms and we have increased resource to ensure there is complete focus on our distribution. This guarantees that we are in regular contact with them and that they receive the service and products that they need and expect.

·     Product development. The Group has always been innovative. However, during this year we have significantly increased resource in our product development team as we look to accelerate delivery of new products. This will accelerate the launch and development of DigitalMove, as well as other new products for lenders and New Build, without compromising enhancements to our existing comparison platforms.

·     Acquisitions. Although not completing any acquisitions in the reporting period it remains a key part of our growth strategy and we will continue to seek and pursue opportunities.

 

 

 

Non-IFRS Profit Measures

 

In the Financial Highlights above we show the movement in Underlying Profit before Tax. This is a non-IFRS profit measure and the table below shows how that measure is arrived at from IFRS profit.

 

Underlying Profit before Tax                                            

 

 6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

Reported PBT

2,296

 

626

 

2,735

 

 

 

 

 

 

Amortisation of intangible assets arising on acquisition

270

 

240

 

540

Exceptional costs

 

 

 

 

 

Acquisition activity costs

-

 

77

 

85

Adjustment of contingent consideration

323

 

1,795

 

2,153

 

 

 

 

 

 

 

2,889

 

2,738

 

5,513

 

Underlying Profit after Tax                                

 

 6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

Underlying Profit before tax

2,889

 

2,738

 

5,513

 

 

 

 

 

 

Tax on profit on ordinary activities

(434)

 

(438)

 

(769)

Tax relating to amortisation of intangibles arising on acquisition

(48)

 

(42)

 

(96)

 

 

 

 

 

 

 

2,407

 

2,258

 

4,648

 

We believe that providing details of how these non-IFRS profit measures are calculated by reference to the IFRS profit number helps aid the understanding of the movement in the IFRS number as well as giving an indication to the long-term profitability and cash generating ability of the Group.

Interim Dividend

 

The Company is pleased to announce that it will pay an interim dividend of 1.20 pence per share; this is a four per cent increase on the dividend paid for the six months to 30 September 2018. The dividend record date is 14 December 2018, and the dividend is expected to be paid on 4 January 2019.

 

Board Changes

 

We have recently announced the appointment of Martin Rowland as Non-Executive Director. Martin will Chair the Audit Committee as well as being a member of the Remuneration and Nominations Committees.

 

Outlook

 

The macro-economic environment for the last few months has been uncertain. This has fed through to a reduction in housing activity. The feeling in the market is that some potential house buyers are sitting on their hands until there is greater clarity over economic prospects and house prices before entering the market. It seems certain that Brexit is the main driver behind this uncertainty. As things become clearer during 2019, we expect market activity to return to normal levels.

 

The medium-term prospects for technology providers to the housing market remain positive and therefore we will continue to invest in both sales and product to deliver long-term profitable growth.

 

 

Steve Goodall

Chief Executive Officer

 

 

 

UNAUDITED INCOME STATEMENT

Six months to 30 September 2018

                                                                                                                               

 

 

Note

 

 6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year ended 31 Mar 2018

 

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

 

 

£'000s

 

£'000s

 

£'000s

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

15,795

 

15,282

 

30,672

Cost of sales

 

 

 

(9,189)

 

(8,908)

 

(18,192)

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

6,606

 

6,374

 

12,480

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

(3,928)

 

(3,805)

 

(7,378)

 

 

 

 

 

 

 

 

 

Operating profit before exceptional expenses

 

 

 

2,678

 

2,569

 

5,102

Exceptional administrative expenses

 

4

 

(323)

 

(1,795)

 

(2,147)

 

 

 

 

 

 

 

 

 

Operating profit

 

 

 

2,355

 

 

774

 

2,955

 

 

 

 

 

 

 

 

 

Finance income

 

 

 

5

 

2

 

6

Finance costs

 

 

 

(64)

 

(73)

 

(135)

Exceptional finance costs

 

4

 

-

 

(77)

 

(91)

 

 

 

 

 

 

 

 

 

Profit on ordinary activities before taxation

 

2,296

 

626

 

2,735

 

 

 

 

 

 

 

 

 

Tax on profit on ordinary activities

 

 

 

(434)

 

(438)

 

(769)

 

 

 

 

 

 

 

 

 

Profit for the financial period

 

 

 

1,862

 

188

 

1,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share (£)

 

5

 

0.0289

 

0.0029

 

0.0305

Diluted earnings per share (£)

 

5

 

0.0274

 

0.0027

 

0.0284

                   

 

 

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

Six months to 30 September 2018

                                                                                                                               

 

 

 

 

6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year ended 31 Mar 2018

 

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

 

 

£'000s

 

£'000s

 

£'000s

 

 

 

 

 

 

 

 

 

Profit for the period

 

 

 

1,862

 

188

 

1,966

 

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

 

 

1,862

 

188

 

1,966

 

 

UNAUDITED BALANCE SHEET

At 30 September 2018

 

 

Note

 

30 Sep 2018

 

30 Sep 2017

 

31 Mar 2018

 

 

 

Unaudited

 

Unaudited

 

Audited

 

 

 

£'000s

 

£'000s

 

£'000s

NON-CURRENT ASSETS

 

 

 

 

 

 

 

Intangible assets

 

 

6,510

 

6,890

 

6,720

Goodwill

 

 

11,008

 

11,008

 

11,008

AFS financial assets

 

 

100

 

100

 

100

Investment in Associates

 

 

566

 

543

 

547

Property, plant and equipment

 

 

380

 

387

 

272

Long-term receivables

 

 

200

 

200

 

200

Prepayments

 

 

182

 

127

 

153

 

 

 

18,946

 

19,255

 

19,000

CURRENT ASSETS

 

 

 

 

 

 

 

Inventory

 

 

46

 

43

 

55

Trade and other receivables

 

 

2,160

 

2,758

 

1,511

Cash and cash equivalents

 

 

1,828

 

2,899

 

2,889

 

 

 

 

 

 

 

 

 

 

 

4,034

 

5,700

 

4,455

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

22,980

 

24,955

 

23,455

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY ATTRIBUTABLE TO EQUITY

 

 

 

 

 

 

 

HOLDERS OF THE COMPANY

 

 

 

 

 

 

 

Share capital

6

 

259

 

259

 

259

EBT reserve

 

 

(484)

 

(474)

 

(527)

Share premium account

 

 

4,585

 

4,585

 

4,585

Capital redemption reserve

 

 

113

 

113

 

113

Share based payment reserve

 

 

223

 

207

 

267

Retained earnings

 

 

5,603

 

3,573

 

4,643

TOTAL EQUITY

 

 

10,299

 

8,263

 

9,340

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

Borrowings

7

 

2,250

 

3,250

 

2,750

Contingent consideration

8

 

-

 

1,991

 

2,100

Deferred taxation

 

 

695

 

1,059

 

747

 

 

 

2,945

 

6,300

 

5,597

CURRENT LIABILITIES

 

 

 

 

 

 

 

Trade and other payables

 

 

6,422

 

7,888

 

6,184

Borrowings

7

 

3,000

 

2,000

 

2,000

Current tax payable

 

 

314

 

504

 

334

 

 

 

9,736

 

10,392

 

8,518

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

12,681

 

18,692

 

14,115

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

22,980

 

24,955

 

23,455

 

 

 

 

 

 

 

 

 

 

 

UNAUDITED STATEMENT OF CHANGES IN EQUITY

Six months to 30 September 2018

 

 

 

Share capital

 

 

EBT reserve

 

 

Share premium

 

Capital redemption reserve

Share- based payment reserve

 

 

Retained earnings

 

 

Total equity

 

£'000s

£'000s

£'000s

£'000s

£'000s

£'000s

£'000s

 

 

 

 

 

 

 

 

For the period ended 30 September 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 April 2018

259

(527)

4,585

113

267

4,643

9,340

 

 

 

 

 

 

 

 

Profit for the period

-

-

-

-

-

1,862

1,862

Total comprehensive income

-

-

-

-

-

1,862

1,862

 

 

 

 

 

 

 

 

Purchase of shares by EBT

-

(207)

-

-

-

-

(207)

Exercise of options

-

250

-

-

(16)

(161)

73

Share-based payments

-

-

-

-

(28)

-

(28)

Dividends paid

-

-

-

-

-

(741)

(741)

Total transactions with owners

-

43

-

-

(44)

(902)

(903)

 

 

 

 

 

 

 

 

At 30 September 2018

259

(484)

4,585

113

223

5,603

10,299

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period ended 30 September 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 April 2017

259

-

4,585

113

151

4,145

9,253

 

 

 

 

 

 

 

 

Profit for the period

-

-

-

-

-

188

188

Total comprehensive income

-

-

-

-

-

188

188

 

 

 

 

 

 

 

 

Purchase of shares by EBT

-

(618)

-

-

-

-

(618)

Exercise of options

-

144

-

-

(17)

(49)

78

Share-based payments

-

-

-

-

73

-

73

Dividends paid

-

-

-

-

-

(711)

(711)

Total transactions with owners

-

(474)

-

-

56

(760)

(1,178)

 

 

 

 

 

 

 

 

At 30 September 2017

259

(474)

4,585

113

207

3,573

 

8,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended 31 March 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 April 2017

259

-

4,585

113

151

4,145

9,253

 

 

 

 

 

 

 

 

Profit for the year

-

-

-

-

-

1,966

1,966

Total comprehensive income

-

-

-

-

-

1,966

1,966

 

 

 

 

 

 

 

 

Purchase of shares by EBT

-

(1,050)

-

-

-

-

(1,050)

Exercise of options

-

523

-

-

(25)

(293)

205

Share-based payments

-

-

-

-

141

-

141

Deferred tax share options

-

-

-

-

-

277

277

Payment of dividends

-

-

-

-

-

(1,452)

(1,452)

Total transactions with owners

-

-

-

-

116

(1,468)

(1,879)

 

 

 

 

 

 

 

 

At 31 March 2018

259

(527)

4,585

113

267

4,643

9,340

 

 

 

 

 

 

 

 

 

UNAUDITED STATEMENT OF CASH FLOWS

Six months to 30 September 2018

 

 

6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year ended 31 Mar 2018

 

 

Unaudited

 

Unaudited

 

Audited

 

 

£'000s

 

£'000s

 

£'000s

Cash flows from operating activities

 

 

 

 

 

 

Profit before taxation

 

2,296

 

626

 

2,735

Finance income

 

(3)

 

(2)

 

(6)

Finance costs

 

64

 

150

 

226

Loss on disposal of plant and equipment

 

-

 

-

 

-

Share of (profit) / loss of associate

 

(19)

 

6

 

2

Amortisation

 

531

 

484

 

1,014

Depreciation

 

110

 

140

 

274

Share-based payments

 

(28)

 

73

 

141

Tax paid

 

(506)

 

(598)

 

(1,134)

 

 

 

 

 

 

 

 

 

2,445

 

879

 

3,252

Changes in working capital

 

 

 

 

 

 

Decrease / (increase) in inventories

 

9

 

(3)

 

(15)

(Increase) / decrease in trade and other receivables

 

(678)

 

(1,037)

 

185

Increase in trade and other payables

 

1,073

 

2,960

 

2,431

 

 

 

 

 

 

 

Net cash generated from operating activities 

 

2,849

 

2,799

 

5,853

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchase of intangible software assets

 

(319)

 

(309)

 

(670)

Purchase of property, plant and equipment

 

(219)

 

(11)

 

(30)

Payment of deferred and contingent consideration

 

(2,935)

 

-

 

(1,080)

Interest received

 

3

 

2

 

6

 

 

 

 

 

 

 

Net cash used in investing activities

 

(3,470)

 

(318)

 

(1,774)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Dividends paid

 

(741)

 

(711)

 

(1,452)

Interest paid

 

(64)

 

(73)

 

(135)

Repayment of term loan

 

(500)

 

(500)

 

(1,000)

Movement on rolling cash flow facility

 

1,000

 

-

 

-

Share transactions by EBT

 

(135)

 

(540)

 

(845)

 

 

 

 

 

 

 

Net cash used in financing activities

 

(440)

 

(1,824)

 

(3,432)

 

 

 

 

 

 

 

Net (decrease) / increase in cash and cash equivalents 

 

(1,061)

 

657

 

647

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

2,889

 

2,242

 

2,242

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

1,828

 

2,899

 

2,889

 

 

 

Notes to the financial information

Six months to 30 September 2018

 

1.    GENERAL

 

The interim financial information for the six months to 30 September 2018 is unaudited and was approved by the Directors of the Company on 28 November 2018.  The condensed financial information set out above does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

 

The Company's operations are not subject to significant seasonality or cyclicality.

 

A dividend of £741,273 has been paid in the six months ended 30 September 2018 (six months to 30 September 2017: £711,195).

         

2.    ACCOUNTING POLICIES

 

The interim financial information in this report has been prepared on the basis of the accounting policies set out in the Group's most recent annual financial statements for the year ended 31 March 2018.

 

IFRS 15 'Revenue from Contracts with Customers' is effective for annual periods beginning on or after 1 January 2018 and is therefore applicable to these accounts. However, the change in accounting standard from IAS 18 has had no impact on these accounts.

 

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission.

 

The financial information has been prepared using accounting policies that the Directors expect to be applicable as at 31 March 2019, with the exception of IAS 34.

 

The Directors have adopted the going concern basis in preparing the financial information.  In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the foreseeable future. 

 

The condensed financial information for the period ended 31 March 2018 set out in this interim report does not comprise the Group's statutory accounts as defined in section 434 of the Companies Act 2006.

 

 

3.    SEGMENT REPORTING

 

Management identifies its operating segments based on the Group's service lines, which represent the main product and services provided by the Group. The Group of similar services which makes up the Group's Comparison Services segment represents more than 95% of the total business. Additionally, the Board reviews Group consolidated numbers when making strategic decisions and, as such, the Group considers that it has one reportable operating segment. All sales are made in the UK. 

 

4.    EXCEPTIONAL EXPENSES

 

Exceptional Administrative Expenses                                           

 

 6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

£'000

 

£'000

 

£'000

Acquisition related expenses

-

 

77

 

85

Adjustment to expected contingent consideration

323

 

1,718

 

2,062

 

 

 

 

 

 

 

323

 

1,795

 

2,147

 

Exceptional Finance Costs                                  

 

 6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

£'000

 

£'000

 

£'000

Change in NPV of deferred consideration

-

 

77

 

91

 

 

 

 

 

 

 

-

 

77

 

91

 

 

5.    EARNINGS PER SHARE

 

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

 

Basic and diluted earnings per share                                             

 

 6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

£

 

£

 

£

 

 

 

 

 

 

Total basic earnings per share

0.0289

 

0.0029

 

0.0305

Total diluted earnings per share

0.0274

 

0.0027

 

0.0284

 

The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

 

 

6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

£'000s

 

£'000s

 

£'000s

Earnings used in the calculation of total basic and diluted earnings per share

1,862

 

188

 

1,966

 

 

Number of shares

 

6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

Number

 

Number

 

Number

Weighted average number of ordinary shares for the purposes of basic earnings per share

64,459,290

 

64,828,057

 

64,549,992

 

Taking the Group's dilutive potential ordinary shares into consideration in respect of the Group's weighted average number of ordinary shares for the purposes of diluted earnings per share, is as follows:

 

 

 

 

 

 

Number of shares

6 months to 30 Sep 2018

 

6 months to 30 Sep 2017

 

Year to

31 Mar 2018

 

 

 

 

 

 

Potential dilutive effect of share options and warrants

3,550,829

 

4,770,506

 

4,589,034

 

 

 

 

 

 

Weighted average number of ordinary shares for the purposes of diluted earnings per share

68,010,119

 

69,598,563

 

69,139,026

 

  

6.    SHARE CAPITAL

 

a)    Share Capital

 

The Company has one class of Ordinary share with 0.4p nominal value per share which carries no right to fixed income nor has any preferences or restrictions attached.

 

No new shares were issued in the period

 

                Issued and fully paid:

 

30 Sep 2018

 

30 Sep 2017

 

31 Mar 2018

 

£'000s

 

£'000s

 

£'000s

 

 

 

 

 

 

Ordinary shares of 0.40p each

259

 

259

 

259

 

 

 

30 Sep 2018

 

30 Sep 2017

 

31 Mar 2018

 

Number

 

Number

 

Number

 

 

 

 

 

 

At beginning & end of the period

64,828,057

 

64,828,057

 

64,828,057

 

 

b)    Share based payments

 

During the period the Group granted 527,500 options with an exercise price of £1.3425 per share and 637,500 options with an exercise price of £1.3325 per share.

 

All options in issue vest in 3 equal tranches, three, four, and five years after date of grant. The options are settled in equity once exercised. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Group before the options vest.

 

 

 

 

 

 

 

Number of options

 

Weighted average exercise price

 

 

 

£

 

 

 

 

Outstanding at 1 April 2018

4,309,785

 

0.62

 

 

 

 

Granted

1,165,000

 

1.34

Forfeited prior to vesting

(1,769,828)

 

0.51

Exercised

(175,802)

 

0.41

 

 

 

 

 

 

 

 

Outstanding at 30 September 2018

3,529,155

 

0.92

 

 

 

 

7.    BORROWINGS

 

 

 

30 Sep 2018

 

 

£'000s

£'000s

 

 

 

 

At 1 April 2018:

 

 

 

Current

 

 

 

Term Loan

 

1,000

 

Rolling cash flow facility

1,000

2,000

Non-current

 

 

 

Term Loan

 

 

2,750

 

 

 

4,750

 

 

 

 

Movements during the period:

 

 

 

Repayments of term loan

 

(500)

Movement on

 

 

1,000

 

 

 

500

At 30 September 2018:

 

 

 

Current

 

 

 

Term Loan

 

1,000

 

Rolling cash flow facility

2,000

3,000

Non-current

 

 

 

Term Loan

 

 

2,250

 

 

 

5,250

 

 

 

 

In December 2016, the Group took out a 5-year term loan for £5 million and a £2 million revolving cash flow facility. Both had an initial interest rate of 1.90% above LIBOR but this has reduced to 1.55% above LIBOR during the period as certain financial criteria were met. The term loan is subject to repayments of £250,000 plus accrued interest quarterly.

 

Loans are secured by way of fixed and floating charges over all assets of the Group. 

 

 

8.    CONTINGENT CONSIDERATION

 

In December 2016, the Group acquired 100% of the issued ordinary share capital of Conveyancing Alliance Holdings Limited and its 100% subsidiary Conveyancing Alliance Limited (together referred to as "CAL"), companies incorporated in England and Wales. Part of the consideration is contingent based on a range of between 0.5 and 1.75 times annualised PBT of CAL for the period between completion to 31 March 2018 and also for the 12 months ending 31 March 2019. A first payment of £2,935,000 relating to this contingent consideration was paid in July 2018. The estimated remaining undiscounted value of this element of the consideration is £2,337,000 (£5,272,000 as at 31 March 2018). There is a cap on the contingent consideration payable and the current estimate is for the cap to be reached.

 

The amounts shown in the balance sheet are at net present value and the movement arising on this is shown below

 

 

30 Sep 2018

 

£'000s

 

 

At 1 April 2018:

 

Current (included in trade and other payables)

2,575

Non-current

2,100

 

4,675

 

 

Movements during the period:

 

Payments of contingent consideration

(2,935)

Change in NPV due to movement in time

323

 

 

At 30 September 2018:

 

Current (included in trade and other payables)

2,063

 

The end of period contingent consideration liability of £2,063,000 is all included within trade and other payables as a current liability.


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