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HSV Homeserve Plc

1,198.00
0.00 (0.00%)
08 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Homeserve Plc LSE:HSV London Ordinary Share GB00BYYTFB60 ORD 2 9/13P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1,198.00 1,198.00 1,199.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Homeserve Plc Annual Financial Report (8891F)

23/05/2017 7:00am

UK Regulatory


Homeserve (LSE:HSV)
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RNS Number : 8891F

Homeserve Plc

23 May 2017

HomeServe plc

Preliminary results for the year ended 31 March 2017

 
                             2017        2016   Change 
---------------------  ----------  ----------  ------- 
 Revenue                GBP785.0m   GBP633.2m     +24% 
 Statutory operating 
  profit                GBP104.7m    GBP86.9m     +20% 
 Statutory profit 
  before tax             GBP98.3m    GBP82.6m     +19% 
 Basic earnings 
  per share                 24.0p       19.6p     +22% 
 
 Adjusted operating 
  profit (1)            GBP118.8m    GBP97.3m     +22% 
 Adjusted profit 
  before tax            GBP112.4m    GBP93.0m     +21% 
 Adjusted earnings 
  per share                 27.0p       21.8p     +24% 
 EBITDA                 GBP154.2m   GBP122.7m     +26% 
 
 Ordinary dividend 
  per share                 15.3p       12.7p     +20% 
 Net debt               GBP261.4m   GBP169.5m     +54% 
 Total number 
  of customers               7.8m        7.0m     +11% 
---------------------  ----------  ----------  ------- 
 

Strong momentum across the Group, with a record performance in North America

-- Statutory operating profit up 20% to GBP104.7m; Adjusted operating profit up 22% to GBP118.8m reflecting strong underlying performance -both included a GBP10.3m foreign exchange benefit.

   --     Solid UK performance; 2.2m customers up 1%, launched Aviva Home Response product range 
   --     Rapid expansion in North America 
   -    Record partner signings; 100 new partners and affinity partner households now at 50m 

- Significant growth in customer numbers and adjusted operating profit - up 28% to 3.0m and 75% to GBP21.2m

   --     France and Spain customer numbers up 4% and 7% respectively 
   --     Our Italian business agreed a joint venture with Edison Energia, a major utility in Italy 
   --     Investment in Checkatrade and acquisition of Habitissimo 
   --     Strong cash generation - 118% cash conversion (2) 
   --     Net debt 1.7x adjusted EBITDA, reflecting recent M&A activity 
   --     Dividend up 20% to 15.3p 

Richard Harpin, Chief Executive, HomeServe plc, commented:

"It has been a very good year for HomeServe with all of our businesses performing well. In North America we had a transformational year, achieving the 3m customer milestone and signing 100 new partners. The acquisition of Utility Service Partners (USP) has accelerated our progress in this large and important market.

The investments we have made in Checkatrade and Habitissimo are a major step forward and position HomeServe at the fore of the online revolution we are seeing in home services. We are focused on developing an online platform to connect a wider customer demographic to a broader range of expert tradespeople - "Home Experts".

With these opportunities, and the positive outlook for the rest of our business, HomeServe has an exciting future this coming year and beyond."

1. The Group uses adjusted operating profit, EBITDA, adjusted profit before tax and adjusted earnings per share as its primary performance measures. These are non-IFRS measures which exclude the impact of the amortisation of acquisition intangible assets (FY17: GBP14.1m, FY16: GBP10.4m). Acquisition intangible assets principally arise as a result of the past actions of the former owners of businesses in respect of marketing and business development activity. Therefore, the adjusted measures reflect the post acquisition revenue attributable to, and operating costs incurred by, the Group. A reconciliation between the adjusted and statutory equivalent is included in the Financial Review.

2. Cash conversion is calculated as cash generated by operations divided by adjusted operating profit.

Enquiries

A presentation for analysts and investors will take place at 9am this morning at UBS, 5 Broadgate, London EC2M 2QS.

There will be a listen-only conference call via +44 02031394830, pin code 41948608#, and also a live webcast available via www.homeserveplc.com.

 
 HomeServe plc                     Tel: 01922 427997 
 Richard Harpin, Chief Executive 
  Officer 
  David Bower, Chief Financial 
  Officer 
  Linda Hardy, Finance Director 
 
 Tulchan Group                     Tel: 0207 353 4200 
 Martin Robinson 
  Siobhan Weaver 
 

STRATEGIC AND BUSINESS REVIEW

This has been another very good year for HomeServe, delivering strong profit growth while implementing our customer focused growth strategy. Before focusing on the year's performance and financial results, set out below are our vision and strategic priorities.

HomeServe's vision is to be the world's most trusted provider of home repairs and improvements, expanding beyond plumbing, heating and electrics. This will be achieved through a clearly-defined strategy; focusing on increasing long-term affinity partnerships, investing to deliver great customer service, driving relentless innovation and expanding into new markets.

Extending our long-term affinity partnerships

HomeServe is built on developing long-term affinity partnerships with brands that complement our home assistance products. We work with over 500 affinity partners and invest in business development to establish and expand new partnerships. During FY17, rapid progress was made through signing 100 new partners in North America; renewing a significant partnership in the UK; and signing a joint venture with Edison Energia in Italy. As the Group enters FY18 we are well-placed for growth, with a strong pipeline of further partner prospects.

Investing to deliver great customer service

During FY17, HomeServe completed a job every 14 seconds, demonstrating our commitment to our customers when they need us most. Great customer service results in increased customer loyalty and higher levels of retention. Our market-leading customer service is delivered by the hard work and dedication of all our people. Globally, HomeServe has been recognised for customer service excellence and in FY17 won a number of customer service and employee engagement awards in the UK, North America and France.

HomeServe continues to invest in technology to ensure the delivery of efficiencies and to meet customer demand for seamless service. There is continued investment in the core customer management system in the UK, optimisation of website designs, and improvement of the claims handling and job deployment systems across the businesses to facilitate a better customer experience.

Driving relentless innovation

Demand for digital engagement at every stage of the customer journey continues to increase. In line with our ambition to offer a complete home repair and improvement service to a broader customer demographic, we have started to develop an online platform offering these services, which we call Home Experts. As part of this development, we purchased a 40% stake in Checkatrade (UK), and a 70% interest in Habitissimo (Spain). Combined, these businesses bring over 45,000 approved local tradesmen, who carry out an estimated GBP3.5bn of home repairs and improvements annually.

We continue to focus on innovation in our membership business and during the year we launched LeakBot, a smart home water leak detector that enables early leak detection preventing or limiting damage to customers' homes. We have continued with our heating strategy in the UK and are increasing our boiler and smart thermostat installations.

Expanding into new markets

Utilities around the world recognise that providing home assistance services is proven to increase customer loyalty and drive higher retention rates in their core energy businesses. During FY17, HomeServe's Italian business agreed a joint venture with Edison Energia, Italy's third-largest energy supplier and a member of the EDF Group. We are prospecting in a number of countries and intend to form joint ventures with utilities, replicating our success with South Staffordshire Water in the UK and Veolia in France.

BUSINESS REVIEW

We have had a very good year with strong underlying performance enhanced by foreign exchange tailwinds. Affinity partner households increased by 10m to 102m, with a significant increase in North America. This is in addition to 11% customer growth, with customer numbers now at 7.8m. Statutory operating profit increased 20% to GBP104.7m, and adjusted operating profit increased 22% to GBP118.8m; both included a GBP10.3m foreign exchange benefit.

A solid performance in the UK delivered over half of the Group's operating profit, while we also continued to invest in new partnerships, network capability, LeakBot and heating services.

The business in North America had a transformational year, completing the acquisition and integration of Utility Service Partners Inc. (USP) while continuing to sign new partners organically. As a result, we made rapid progress towards the targeted 80m affinity partner households, where 18m households were added during the year, taking total access to 50m households. Organic customer growth was 10% and, together with USP, customer numbers increased to 3.0m, up 28% on the prior year.

We have seen good customer growth and profit progression in our established businesses in France and Spain, while we invested GBP6.0m in the New Markets segment, as planned (FY16: GBP5.9m).

The Group retention rate was strong at 82% (FY16: 83%).

HomeServe has five operating segments: the UK; the three established international businesses of North America (previously named USA), France and Spain; and New Markets. The New Markets segment comprises our business in Italy, investment in innovation and digital initiatives, together with international development.

Financial performance for the year ended 31 March

 
 GBPmillion          Revenue           Statutory operating         Adjusted operating 
                                          profit/(loss)               profit/(loss) 
                   2017    2016          2017          2016          2017         2016 
---------------  ------  ------  ------------  ------------  ------------  ----------- 
 UK               326.5   291.8          62.0          57.4          63.2         58.0 
 
 North America    227.8   152.6          14.7           7.8          21.2         12.1 
 France            91.1    77.4          21.1          18.0          27.1         23.2 
 Spain            130.2    97.5          13.0           9.6          13.3          9.9 
---------------  ------  ------  ------------  ------------  ------------  ----------- 
                  449.1   327.5          48.8          35.4          61.6         45.2 
 New Markets       16.6    20.1         (6.1)         (5.9)         (6.0)        (5.9) 
 Inter-segment    (7.2)   (6.2)             -             -             -            - 
---------------  ------  ------  ------------  ------------  ------------  ----------- 
 Group            785.0   633.2         104.7          86.9         118.8         97.3 
---------------  ------  ------  ------------  ------------  ------------  ----------- 
 

Adjusted operating profit/(loss) excludes the amortisation of acquisition intangibles as reconciled to the statutory equivalent in the Financial Review.

Performance metrics for the year ended 31 March

 
                    Affinity partner         Customer numbers         Policy retention 
                          households                      (m)                     rate 
                                 (m) 
                      2017      2016         2017        2016         2017        2016 
---------------  ---------  --------  -----------  ----------  -----------  ---------- 
 UK                     24        24          2.2         2.2          80%         82% 
 
 North America          50        32          3.0         2.3          82%         82% 
 France                 15        15          1.0         1.0          89%         89% 
 Spain                  12        15          1.3         1.2          78%         77% 
---------------  ---------  --------  -----------  ----------  -----------  ---------- 
                        77        62          5.3         4.5          83%         83% 
 New Markets             1         6          0.3         0.3            -           - 
---------------  ---------  --------  -----------  ----------  -----------  ---------- 
 Group                 102        92          7.8         7.0          82%         83% 
---------------  ---------  --------  -----------  ----------  -----------  ---------- 
 

BUSINESS REVIEW (continued)

United Kingdom

   --     Solid performance with 2.2m customers 
   --     Expanded partnership with Aviva, launched a range of new home assistance products 
   --     Strengthened heating capability with the acquisition of npower's service contracts business 
   --     Voted 3(rd) on Glassdoor's  Best Places to Work, with a highly engaged and focused team 
 
 UK results GBPmillion               2017      2016   Change 
------------------------------   --------  --------  ------- 
 Revenue 
            Net policy income       213.4     200.2      +6% 
            Repair network          100.3      81.0     +23% 
            Other                    12.8      10.6     +21% 
-------------------------------  --------  --------  ------- 
 Total revenue                      326.5     291.8     +12% 
 Adjusted operating costs         (263.3)   (233.8)     +13% 
-------------------------------  --------  --------  ------- 
 Adjusted operating profit           63.2      58.0      +9% 
-------------------------------  --------  --------  ------- 
 Adjusted operating margin            19%       20%    -1ppt 
-------------------------------  --------  --------  ------- 
 

Net policy income is defined as policy revenue net of sales taxes and underwriting.

 
 UK performance metrics                        2017      2016        Change 
------------------------  -----  --------  --------  --------  ------------ 
 Affinity partner 
  households               m            m        24        24             - 
 Customers                 m            m       2.2       2.2           +1% 
 Income per customer       GBP        GBP        96        94           +2% 
 Policies                  m            m       5.6       5.5           +2% 
 Policy retention 
  rate                     %            %        80        82        -2ppts 
------------------------  -----  --------  --------  --------  ------------ 
 

Income per customer is calculated by dividing the past twelve months' net policy income by the number of customers. The FY16 income per customer measure excluded Home Energy Services Limited (HESL), a business acquired in October 2015.

 
 
 

The strength of our affinity partnerships and continued investment in networks, heating services and product innovation, provided the base for a solid and profitable performance in FY17 and ensures good medium-term prospects. Staff engagement remains high and is continuing to drive high levels of customer service and satisfaction.

Operational performance

Through affinity partner relationships, HomeServe offers home assistance products, under a utility brand, to around 90% of the addressable UK market. One of our largest affinity partnerships was successfully renewed in the year and we were also pleased to sign a new partnership in July 2016 with Dee Valley Water, which provides water services to over 250,000 customers.

In February, our partnership with Aviva, the UK's largest general insurer, was expanded as we jointly launched Aviva Home Response, a range of products, powered by HomeServe and sold through Aviva's marketing channels, offering cover for heating, plumbing, electrics and security. This exciting opportunity enables HomeServe to market heating-led products under the widely-recognised Aviva brand.

Our multi-channel marketing activity added 0.4m gross new customers in the year (FY16: 0.4m) and we are pleased that new customers joining us do so on fuller products, enjoying the benefits of higher usage and increasing our average net income per customer.

The policy retention rate was good at 80% (FY16: 82%) with more Year 1 customers choosing to renew with us than in the prior year. New customers typically enrol on an introductory offer and so we expect our policy retention rate in year 1 to be lower than subsequent years. Customer retention also continues to perform well, with the overall rate maintained at 82% (FY16: 82%).

We continue to invest in our network of contractors and engineers and during December 2016 we extended the directly-employed heating network with the acquisition of npower's 'domestic care and maintenance' contracts business together with its 76 heating engineers. Combined with our plumbing engineers and the successful integration of the Home Energy Services Limited (HESL) business that was acquired in FY16, our network now comprises over 850 directly-employed engineers, up from 700 last year.

Our heating business previously focused on boiler repairs and services, but we have now expanded our services to include boiler and smart thermostat installations. Although early days, this installation business is growing month-on-month and we aim to expand it nationally, through both organic growth and further appropriate bolt-on opportunities.

During the year, we completed 0.9m jobs, up from 0.7m in the prior year while still retaining high levels of customer service. Internally we measure customer satisfaction at different contact points along the customer journey (e.g. when the customer buys the policy / when the customer makes a claim), and this increased in the year. Our ratings on TrustPilot (the leading third party review provider in the UK) and Reevoo (an independent customer ratings provider) remain high at 8.3 and 93% respectively (FY16: 8.3 and 93%).

In February 2017, we were recognised by the Institute of Customer Service as the only company to have consistently improved customer service since January 2014. Our satisfaction rating of 79.9 placed us in the top three UK "Services" companies for customer satisfaction in 2017. This great customer service is due to the hard work and dedication of our people across all areas of the business, so we were delighted to receive the accolade of 3(rd) on Glassdoor's Best Places to Work in 2017.

Our investment in innovation resulted in the launch of LeakBot, a smart home water leak detector that enables early leak detection, preventing or limiting damage to customers' homes. The product appeals to the home insurance market, with escape of water the biggest expense incurred by home insurers. We have launched tests with home insurers including Aviva and, more recently, RSA and its More Than brand. Results are encouraging and support our focus on innovation.

Technology plays an increasingly important role in how we operate and in our interaction with customers. We are investing in upgrading our technology and are pleased with the implementation of our new Customer Relationship Management (CRM) system, which will be rolled out during FY18. The system is in live test with a small number of customer records, where agents are now presented with a single view of the customer, a system generated "next best customer action" and more intuitive screens. This is leading to better conversations between our agents and customers, and is expected to drive sales and efficiency benefits in the medium term. We are also investing in our extended network of engineers and plan to upgrade our claims management and deployment systems to deliver further operational efficiencies.

Financial performance

Revenue in the year was 12% higher than the prior year at GBP326.5m (FY16: GBP291.8m), principally reflecting an increase in net policy income and repair network revenue. Net policy income benefited from a slightly higher number of customers and higher income from each customer. Net income per customer was up GBP2 to GBP96, reflecting the mix of customers holding fuller cover products, and we expect further progression in net income per customer in FY18.

Repair network revenue increased by 23% to GBP100.3m (FY16: GBP81.0m), reflecting an increase in the number of jobs completed. Other income of GBP12.8m (FY16: GBP10.6m) includes transactions with other Group companies, on demand repairs, smart thermostat and boiler installations.

Adjusted operating costs increased 13% to GBP263.3m (FY16: GBP233.8m), reflecting the first full year of ownership of HESL and the integration of the engineer network of npower's 'domestic care and maintenance' contracts business. Adjusted operating margin was 19% (FY16: 20%), principally due to the increase in repair revenue. With continued high levels of repair revenue, we expect margins to remain at this level going forward.

North America

   --     Rapid progress adding 18m new affinity partner households to reach 50m 
   --     Record new partner signings adding 100 partners 
   --     Significant customer growth up 28% to 3.0m 
   --     Integration of USP on track to deliver $15m EBITDA in FY18 
 
 
   North America results 
   $million                          2017      2016    Change 
-------------------------------  --------  --------  -------- 
 Revenue 
            Net policy income       273.5     211.0      +30% 
            Other                    19.5      17.4      +12% 
-------------------------------  --------  --------  -------- 
 Total revenue                      293.0     228.4      +28% 
 Adjusted operating 
  costs                           (266.8)   (210.9)      +26% 
-------------------------------  --------  --------  -------- 
 Adjusted operating 
  profit                             26.2      17.5      +50% 
-------------------------------  --------  --------  -------- 
 Adjusted operating 
  margin                               9%        8%     +1ppt 
-------------------------------  --------  --------  -------- 
 
 
 North America results               2017      2016   Change 
  GBPmillion 
------------------------------   --------  --------  ------- 
 Revenue 
            Net policy income       212.7     141.1     +51% 
            Other                    15.1      11.5     +31% 
-------------------------------  --------  --------  ------- 
 Total revenue                      227.8     152.6     +49% 
-------------------------------  --------  --------  ------- 
 Adjusted operating costs         (206.6)   (140.5)     +47% 
-------------------------------  --------  --------  ------- 
 Adjusted operating profit           21.2      12.1     +75% 
-------------------------------  --------  --------  ------- 
 Adjusted operating margin             9%        8%    +1ppt 
-------------------------------  --------  --------  ------- 
 
 
 North America performance           2017   2016   Change 
  metrics 
-----------------------------  ---  -----  -----  ------- 
 Affinity partner households    m      50     32     +54% 
 Customers                      m     3.0    2.3     +28% 
 Income per customer            $      97     91      +7% 
 Policies                       m     4.5    3.5     +28% 
 Policy retention rate          %      82     82        - 
-----------------------------  ---  -----  -----  ------- 
 

Income per customer is calculated by dividing the last twelve months' net policy income by the number of customers. The policy retention rate and income per customer performance measures exclude USP, a business acquired in July 2016. FY17 policy income includes $27.7m in respect of USP.

This was a transformational year for HomeServe in North America, with good underlying organic growth enhanced by the acquisition of Utility Service Partners Inc. (USP). We have achieved the milestone of 3.0m customers, added 100 new partners and reached 50m affinity partner households, making good progress towards our 80m household target.

Operational performance

North America achieved record partner signings, increase in households and gross new customers. We delivered a 50% increase in adjusted operating profit to $26.2m, driven by the continued success of our underlying business.

On 1 July 2016, we completed the acquisition of USP, a leading provider of home assistance services, for a net cash outflow of $72.6m (GBP54.5m). Like our existing business, USP operates an affinity partner model and it is also the exclusive home warranty partner of the National League of Cities (NLC), an organisation that advocates to around 19,000 towns and cities, covering 66m municipal households in the USA. The NLC relationship is a strong endorsement with smaller municipals. We have streamlined our approach for these prospects with a resulting increase in the number of municipals signed in the year. The operational integration of USP is largely complete and we are pleased to have retained the Canonsburg facility together with key personnel.

Our acquisition of USP advanced our expansion into Canada, a country with 13m households, and offers further good growth prospects for our business. USP made a strategic investment in Canada working with the Association of Municipalities of Ontario (AMO), an endorsing partner across Canada's largest province. We have started marketing in Ontario and now have 30 partnerships in this region.

We now offer our products to 50m utility households (FY16: 32m) and we are confident of reaching our stated goal of 80m utility households across North America. During the year, we signed 100 new utility partnerships and entered into a relationship with the American Public Gas Association (APGA) which is an endorsing body that works with 700 municipal gas distributors across the USA. Our strategic plan is focused on our core policy business - developing, marketing and selling policies in partnership with utilities, municipals and membership organisations. We have invested in building an experienced business development capability, focused on driving new partnership signings. Our pipeline of potential partner opportunities is strong, with negotiations at all stages of the process.

Customer numbers increased 28% to 3.0m customers (FY16: 2.3m), with 0.4m customers acquired with the USP acquisition and a further 0.8m gross new customers added during the year (FY16: 0.7m). Direct mail continues to be the most significant marketing channel, with continued progress in sales through our partner channels. We re-launched our website, enabling more effective digital marketing, with a 55% increase in the number of new customers joining online. Retention remained strong at 82% (FY16: 82%).

Good customer service is central to the business and we have invested in technology across the claims process to improve the customer journey. We now deploy over 80% of all contractor jobs directly to technician's mobile devices. Going forward we expect to make further investment in claims technology to enhance the customer experience and to drive operational efficiency.

Our network of 151 directly-employed engineers (FY16:152) and almost 1,100 sub-contractors (FY16: 1,000) carried out 0.4m jobs during the year (FY16: 0.4m). In line with our strategy, we have progressed our HVAC (heating, ventilation and air conditioning) installation business, with a 15% increase in the number of units installed in FY17 compared to the prior year.

We were delighted to win a recognised 'Top Places to Work' award for the third year in a row together with a Grand Stevie Award for our high levels of customer satisfaction.

Financial performance

Revenue was up 28% to $293.0m (FY16: $228.4m), driven by a 30% increase in policy income, reflecting an increase in renewal income and $27.7m post-acquisition revenue from USP. Our growing installation volumes are reflected in the 12% increase in other income to $19.5m (FY16: $17.4m).

Income per customer was up 7% to $97 (FY16: $91), principally reflecting the higher proportion of renewals and a reduced cost to serve as we realised operational efficiencies in our network. Income per customer excludes USP customers who have yet to go through a full renewal cycle with HomeServe. Typically income per customer is lower in USP, reflecting the product mix, and as a result we expect to see a small reduction in net income per customer in FY18.

Adjusted operating costs in North America were $266.8m (FY16: $210.9m), up 26% on the prior year, due principally to continued investment in business development, marketing and the impact of USP. USP incurred a loss of $0.9m in the period post acquisition reflecting related transaction and integration costs. We continue to expect USP to add $15m incremental EBITDA in FY18, our first full year of ownership. Adjusted operating profit increased 50% to $26.2m, resulting in an adjusted operating margin of 9%, up from 8% in FY16. We remain confident of a longer-term adjusted operating profit margin of 20%.

France

   --    Good sales momentum delivered a 4% increase in customer numbers to 1.0m 
   --    Outstanding customer loyalty reflected in 89% retention rate, the highest in the Group 
   --    Maintained strong adjusted operating profit margin of 30% 
 
 France results EURmillion       2017     2016    Change 
----------------------------  -------  -------  -------- 
 Total revenue                  107.4    105.0       +2% 
 Adjusted operating 
  costs                        (75.9)   (73.6)       +3% 
----------------------------  -------  -------  -------- 
 Adjusted operating 
  profit                         31.5     31.4         - 
----------------------------  -------  -------  -------- 
 Adjusted operating 
  margin                          30%      30%         - 
----------------------------  -------  -------  -------- 
 
 
 France results GBPmillion       2017     2016   Change 
---------------------------   -------  -------  ------- 
 Total revenue                   91.1     77.4     +18% 
 Adjusted operating costs      (64.0)   (54.2)     +18% 
----------------------------  -------  -------  ------- 
 Adjusted operating profit       27.1     23.2     +17% 
----------------------------  -------  -------  ------- 
 Adjusted operating margin        30%      30%        - 
----------------------------  -------  -------  ------- 
 
 
 France performance metrics            2017   2016   Change 
-----------------------------  -----  -----  -----  ------- 
 Affinity partner households    m        15     15        - 
 Customers                      m       1.0    1.0      +4% 
 Income per customer            EUR     101    101        - 
 Policies                       m       2.3    2.3      +1% 
 Policy retention rate          %        89     89        - 
-----------------------------  -----  -----  -----  ------- 
 

HomeServe France demonstrated a solid performance this year via its two major partnerships with Veolia and Suez, while continuing to invest in business development, product development and digital initiatives.

Operational performance

Our strong partnership with Veolia, France's largest water provider, continues to deliver customer growth and during the year we saw an increase in the number of customers joining through Veolia's own sales channels. We continue to develop our relationship with Suez (formerly Lyonnaise des Eaux), which offers HomeServe products through its sales channels, and accounted for a third of all new sales during the year.

Across all of our marketing channels we added 0.2m gross new customers (FY16: 0.2m). This sales activity combined with a continued strong retention performance at 89% (FY16: 89%) resulted in a 4% increase in customer numbers to 1.0m (FY16: 1.0m).

Our business development team has a good pipeline of partner prospects, with some initial testing in progress. We have also signed a new partnership with SARP, part of the Veolia Group, to offer a new plumbing, drainage and septic tank product to its 0.6m customers.

We have enhanced the digital functionality across the customer journey from sale through to claim, which we believe has improved our relationship with both customers and contractors. We were proud to win a nationally-renowned award - Service Client de l'Annee 2017, Home Services sector - for the first time, reflecting our focus on delivering exceptional customer service.

All our repairs in France are completed by our network of over 900 contractors (FY16: 700). We now deploy over 50% of jobs direct to contractors' mobile devices, driving improved customer service, operational efficiencies and an enhanced relationship with these contractors.

Financial performance

Total revenue increased 2% to EUR107.4m (FY16: EUR105.0m), principally reflecting an increase in renewal income generated by Suez. Adjusted operating costs were up 3% to EUR75.9m (FY16: EUR73.6m), due to an increase in amortisation and further investment in business and product development. In line with the prior year, income per customer was EUR101 (FY16: EUR101).

In accordance with Group policy, where a partner originates customers on our behalf, the cost of acquisition is capitalised, held as an intangible asset and amortised as an operating expense. During FY17, we paid EUR3.0m (FY16: EUR4.2m) in respect of customers acquired by Suez, and, as at March 2017, the net book value of the intangible asset was EUR5.9m (FY16: EUR4.3m). The associated amortisation during the year was EUR1.0m (FY16: EUR0.4m).

Adjusted operating profit increased to EUR31.5m, (FY16: EUR31.4m), maintaining a strong adjusted operating margin of 30% (FY16: 30%), while continuing to support customer growth.

Spain

   --     Continued customer growth, up 7% to 1.3m 
   --     Strong adjusted operating profit growth, up 13% to EUR15.8m 
   --     Record number of jobs completed - up 19% across the network 
 
 Spain results EURmillion         2017      2016      Change 
----------------------------  --------  --------  ---------- 
 Revenue 
     Membership                   57.2      50.4      +13% 
     Claims handling              97.1      82.4      +18% 
----------------------------  --------  --------  -------- 
 Total revenue                   154.3     132.8      +16% 
 Adjusted operating costs      (138.5)   (118.9)      +16% 
----------------------------  --------  --------  -------- 
 Adjusted operating profit        15.8      13.9      +13% 
----------------------------  --------  --------  -------- 
 Adjusted operating margin         10%       10%         - 
----------------------------  --------  --------  -------- 
 
 
 
 Spain results GBPmillion         2017     2016   Change 
---------------------------   --------  -------  ------- 
 Revenue 
     Membership                   48.3     37.1     +31% 
     Claims handling              81.9     60.4     +35% 
----------------------------  --------  -------  ------- 
 Total revenue                   130.2     97.5     +34% 
 Adjusted operating costs      (116.9)   (87.6)     +33% 
----------------------------  --------  -------  ------- 
 Adjusted operating profit        13.3      9.9     +34% 
----------------------------  --------  -------  ------- 
 Adjusted operating margin         10%      10%        - 
----------------------------  --------  -------  ------- 
 
 
 Spain performance                 2017   2016   Change 
  metrics 
---------------------      -----  -----  -----  ------- 
 Affinity partner 
  households                   m     12     15     -20% 
 Customers                     m    1.3    1.2      +7% 
 Income per customer         EUR     43     41      +4% 
 Policies                      m    1.5    1.4      +6% 
 Policy retention 
  rate                         %     78     77    +1ppt 
-------------------------   ----  -----  -----  ------- 
 
 

This year our Spanish business, Reparalia, rebranded as HomeServe Spain. We have achieved good growth in both our Membership and Claims businesses as we saw confidence returning to the Spanish market. Performance in the claims handling business was particularly strong, as we continued to gain market share and increased claims volumes across our third-party insurance network.

Operational performance

Endesa, our largest partner in Spain, continued to successfully offer our products through its sales channels and this will continue throughout FY18. We were unable to make the progress we wanted with Agbar, a water utility with 3m households and so, following a period of limited marketing activity, we agreed to end the partnership and removed it from our affinity partner household count. We have retained the 39,000 customers previously acquired and will look to renew them under our brand going forward. Our business development team is in active discussions with other potential partners.

Customer numbers increased 7% to 1.3m, reflecting continued good sales and retention. During the year, we developed new products to appeal to a broader market, including water products and "Tech Angel", a 24/7 home technology support product, which has been well received. Retention in the year was 78%, marginally higher than the prior year (FY16: 77%).

Our Claims business works with 16 Spanish insurance companies managing home insurance claims across 26 trades. During the year it completed 19% more jobs than in the prior year, closing a record 0.8m jobs (FY16: 0.7m), which reflects an increase in our market share together with our diversification into new channels. Our network comprises over 2,000 sub-contractors and 197 franchised engineers.

Financial performance

Revenue increased 16% to EUR154.3m (FY16: EUR132.8m) with increases in both Membership and Claims. Membership revenue was up 13% to EUR57.2m (FY16: EUR50.4m), reflecting the higher number of customers, while Claims revenue increased to EUR97.1m (FY16: EUR82.4m), benefitting from an increase in the number of completed jobs.

Income per customer (relating to the Membership business) was up 4% to EUR43 (FY16: EUR41), reflecting the increased maturity of the customer base.

In accordance with Group policy, where a partner originates customers on our behalf, the cost of acquisition is capitalised, held as an intangible asset and amortised as an operating expense. During FY17 we paid EUR13.5m (FY16: EUR20.2m), in respect of customers acquired by Endesa and, as at 31 March 2017, the intangible asset amounted to EUR46.0m (FY16: EUR42.1m). Amortisation in FY17 was EUR12.8m, EUR2.9m higher than the prior year (FY16: EUR9.9m).

Adjusted operating costs increased 16% to EUR138.5m (FY16: EUR118.9m), primarily reflecting the increase in direct costs to serve the higher job volumes in the Claims business and an increase in amortisation in the Membership business. Adjusted operating profit was up 13% to EUR15.8m (FY16: EUR13.9m) following good performance in both Membership and Claims.

New Markets

   --     Our Italian business agreed a joint venture with Edison Energia, a major utility in Italy 
   --     Positive discussions in new international markets 
   --     Strategic investment in Checkatrade and acquisition of Habitissimo 

Our New Markets segment comprises our business in Italy, investment in innovation and digital initiatives, together with international development.

In Italy, we have 0.3m customers acquired through a test agreement with Enel. There continues to be good customer demand for our products but due to a change in Enel's approach to home services, the test agreement was not extended. During March 2017, we established a joint venture with Edison Energia, Italy's third-largest energy supplier and a member of the EDF Group, through its purchase of 51% of our Italian business (we retain a 49% share). We have commenced marketing a range of home assistance products, principally through Edison Energia's sales channels, including television advertising.

We continue to progress our international development plans where we are targeting multiple countries under our preferred joint venture model.

We have invested in technology to drive enhanced performance across the Group. Consistent platforms across all of our businesses will deliver more effective product sales and efficiencies. During the year, we launched new customer-facing websites in the USA, France and Spain.

In line with our ambition to offer our services to more homeowners, we are developing a compelling online on demand service which we are calling Home Experts. This platform will connect customers to a range of expert tradespeople, enabling an end to end digital experience.

Our investment in Checkatrade, which is treated as an associate and acquisition of Habitissimo, which is fully consolidated, will accelerate the development of this proposition. Both businesses are established market leaders in home repairs and improvements. Combined, they have 45,000 local Home Experts carrying out an estimated GBP3.5 billion of home repairs and improvements annually.

Checkatrade is the UK's most recognised and trusted online directory of high-quality, customer-recommended tradespeople with nearly 1m unique customer visits a month, resulting in approximately 1.3m jobs per annum. Our recent research indicates that around 50% of consumers go online to find a tradesman and of these, around 47% go directly to Checkatrade, making it a market leader in online home services.

Based in Mallorca, Habitissimo receives more than 3.6 million unique customer visits a month, resulting in approximately 0.25 million jobs a year across four countries in Europe (Spain, Portugal, Italy and France), and also in Latin America.

Financial performance

Reported revenue was GBP16.6m, down GBP3.5m compared to the prior year (FY16: GBP20.1m), reflecting a reduction in customers due to the cessation of activity with Enel in June 2016. Following the formation of a joint venture with Edison Energia in March 2017, our business in Italy is treated as an associate and going forward we will not report annual revenue in respect of this business.

Our investment in New Markets resulted in a loss of GBP6.0m (FY16: GBP5.9m). We expect a similar level of investment in FY18, covering our continued investment in Italy, innovation and digital initiatives, together with international development.

Board Changes

During the year David Bower was appointed as Chief Financial Officer and Johnathan Ford as Chief Operating Officer. We have also strengthened the Board with the appointment of three new Directors with effect from 23 May 2017. Tom Rusin has been appointed as an Executive Director and Katrina Cliffe and Edward Fitzmaurice have both been appointed as Non-Executive Directors. Katrina will also join the Audit & Risk Committee. Tom has been Chief Executive Officer of HomeServe USA since July 2011 and is currently a member of the HomeServe plc Executive Committee.

Outlook

All our businesses are performing well and have good prospects. Looking ahead, we expect further strong growth in FY18, principally driven by our rapidly-expanding business in North America. This reflects the increase in customer numbers, combined with the benefit of the USP acquisition, which we expect to deliver around $15m EBITDA this coming year.

We are excited about the future for all of our businesses. We have a strong platform for growth over the years ahead and our strategic focus on home assistance, repairs and improvements will enable us to meet the needs of a wide range of customers.

Richard Harpin

Chief Executive

23 May 2017

FINANCIAL REVIEW

These financial results have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use by the European Union.

Group statutory results

The headline statutory financial results for the Group are presented below.

 
 GBPmillion                                   2017     2016 
-----------------------------------------  -------  ------- 
 Total revenue                               785.0    633.2 
 
 Operating profit                            104.7     86.9 
 Net finance costs                           (6.4)    (4.3) 
-----------------------------------------  -------  ------- 
 Adjusted profit before tax                  112.4     93.0 
 Amortisation of acquisition intangibles    (14.1)   (10.4) 
-----------------------------------------  -------  ------- 
 
 Statutory profit before tax                  98.3     82.6 
 Tax                                        (23.9)   (21.0) 
 Profit for the year                          74.4     61.6 
-----------------------------------------  -------  ------- 
 
 
 Attributable to: 
 Equity holders of the parent    74.4   61.6 
 Non-controlling interests          -      - 
                                 74.4   61.6 
------------------------------  -----  ----- 
 

The Group delivered 19% growth in profit before tax to GBP98.3m, an increase of GBP15.7m compared to FY16 (FY16: GBP82.6m). Statutory profit before tax is reported after the amortisation of acquisition intangibles. The individual financial performance of each business is considered in the business review.

Amortisation of acquisition intangibles

The amortisation of acquisition intangibles of GBP14.1m (FY16: GBP10.4m) relates to customer and other contracts held by businesses, which were acquired as part of business combinations and has increased this year principally due to the acquisition of USP in July 2016, where GBP34.8m acquired intangible assets were identified.

Tax strategy

The Group has a tax strategy that was approved by the Board during the year and which reflects our status as a plc, which requires strong governance and consideration of our reputation. Our tax strategy also reflects the regulated nature of our business which requires further compliance with local laws, regulations and guidance. We made the UK elements of our tax strategy document publicly available in April 2017 as required by UK legislation.

Our Group tax strategy covers the following matters: (i) how we maintain ongoing application of tax governance with strong internal controls in order to substantially reduce tax risk to materially acceptable levels; (ii) how we will not engage in artificial transactions the sole purpose of which is to reduce tax; (iii) our strategic aim to maintain the Group's low UK tax risk rating as determined by the UK Tax Authorities Business Risk Review process; and (iv) to continue to work with all tax authorities in an open, honest and transparent manner.

Tax charge and effective tax rate

The Group's tax charge in the financial year was GBP23.9m (FY16: GBP21.0m). The corporate income tax rates in the overseas countries in which we operate are currently higher than the UK corporate income tax rate of 20% (FY16: 20%), i.e. the US at 40% (FY16: 40%), France at 33% (FY16: 33%), Spain at 25% (FY16: 27%) and Italy at 28% (FY16: 28%). The UK corporation tax rate is 19% in FY18 and expected to remain at this level in FY19 and FY20, with a further reduction to 17% in FY21 onwards. To the extent our profits are more weighted towards our overseas countries we would expect the effective tax rate of 24% (FY16: 25%) to increase in future years.

Cash flow and financing

Our business model continues to be highly cash generative with cash generated by operations in FY17 amounting to GBP139.9m (FY16: GBP121.7m), representing a cash conversion ratio against adjusted operating profit of 118% (FY16: 125%).

 
 GBPmillion                                    2017      2016 
-----------------------------------------  --------  -------- 
 Adjusted operating profit                    118.8      97.3 
 Amortisation of acquisition intangibles     (14.1)    (10.4) 
-----------------------------------------  --------  -------- 
 Operating profit                             104.7      86.9 
 Depreciation and amortisation                 49.5      35.8 
 Non-cash items                                 6.8       5.1 
 Increase in working capital                 (21.1)     (6.1) 
-----------------------------------------  --------  -------- 
 Cash generated by operations                 139.9     121.7 
 Net interest                                 (6.4)     (3.0) 
 Taxation                                    (20.0)    (17.3) 
 Capital expenditure                         (58.5)    (63.7) 
 Repayment of finance leases                  (1.0)     (0.5) 
-----------------------------------------  --------  -------- 
 Free cash flow                                54.0      37.2 
 Acquisition of associate                    (24.7)         - 
 Acquisition of available for sale 
  investments                                     -     (0.5) 
 Acquisitions of subsidiaries                (74.2)     (5.3) 
 Disposal of subsidiary                       (1.7)         - 
 Equity dividends paid                       (40.3)   (137.0) 
 Issue of shares                                0.9       1.8 
-----------------------------------------  --------  -------- 
 Net movement in cash and bank 
  borrowings                                 (86.0)   (103.8) 
 Impact of foreign exchange                   (6.3)     (0.7) 
 Net debt acquired                            (0.4)         - 
 Finance leases                                 0.8     (0.9) 
 Opening net debt                           (169.5)    (64.1) 
-----------------------------------------  --------  -------- 
 Closing net debt                           (261.4)   (169.5) 
-----------------------------------------  --------  -------- 
 

Working capital increased by GBP21.1m in FY17 reflecting continued growth in all of our businesses. As the business grows further, we expect additional working capital absorption, though we continue to expect the cash conversion ratio to be in excess of 100%.

During the year, we invested capital expenditure of GBP58.5m (FY16: GBP63.7m), which was GBP6.5m lower than planned principally due to the timing of partner payments, which we now expect to incur in FY18. Expenditure during FY17 included partner payments of GBP14.1m (FY16: GBP17.9m) in respect of the acquisition of customers that Endesa and Suez originated and payments to certain US partners.

Technology plays an increasingly important role throughout our business. We have continued to invest in the replacement of our core customer system, together with normal investment, principally technology-related, across all the businesses. As we roll out the core customer system in FY18, we are also planning to replace the claims handling and job deployment systems in the UK, improve the claims management systems in Spain and North America, while also investing in the development of our Home Experts platform. We expect these investments will make us more efficient, improve our customer service and will be an 'enabler' for our online on demand business. As a result of these investments, together with ongoing partner payments, we expect capital expenditure to be around GBP70m in FY18. Going forward we expect capital expenditure to normalise at around GBP35m.

Investment in associates

On 13 December 2016 the Group acquired a 40% stake in Sherrington Mews Limited, the holding company of the Checkatrade Group, for cash consideration of GBP24.0m. There is further contingent consideration of GBP4.0m that is payable subject to financial performance conditions being met by the business, the present value of which is GBP2.7m. There were also legal costs associated with the transaction that were added to the cost of the investment amounting to GBP0.7m.

On 9 March 2017 the Group disposed of 51% of Assistenza Casa Srl, a wholly owned Group company. The remaining 49% has been accounted for as an associate using the equity method. The Group realised a gain of GBP0.1m as a result of this transaction.

Acquisitions

The Group has incurred a net cash outflow in respect of business combinations of GBP74.2m in the year.

There were three material acquisitions in the year ended 31 March 2017.

On 1 July 2016 Homeserve USA Corp, a Group company, acquired 100% of the issued share capital and obtained control of Utility Service Partners Inc (USP).

On 1 December 2016 HomeServe Membership Limited, a Group company, purchased npower's 'domestic care and maintenance' contracts business. The acquisition included 76 heating engineers.

On 27 January 2017 HomeServe International Limited, a Group company, acquired 70% of the issued share capital and obtained control of Habitissimo S.L., a specialist online lead generation business operating across Southern Europe and South America.

In addition to the net cash outflow on the acquisitions above of GBP71.8m, deferred consideration was paid relating to prior period business combinations of GBP3.1m (FY16 GBP1.1m) and net cash was acquired as part of an immaterial acquisition in Spain of GBP0.7m.

Earnings per share

Earnings per share for the year increased from 19.6p to 24.0p, an increase of 22%. On an adjusted basis, earnings per share increased 24% from 21.8p to 27.0p. The weighted average number of shares decreased from 313.9m to 309.9m due to the impact of the share consolidation in the prior year, offset in part by new shares issued in fulfilment of a number of share schemes in the year.

Dividends

Given the Group's good performance and the Board's confidence in its future prospects, the Board is proposing to increase the final dividend to 11.2p per share (FY16: 8.9p) to be paid on 3 August 2017 to shareholders on the register on 7 July 2017.

Together with the interim dividend declared in November 2016 of 4.1p (November 2015: 3.8p), this represents a 20% increase in the total ordinary dividend payment for the year of 15.3p (FY16: 12.7p), which is 1.76x covered by the FY17 adjusted earnings per share compared to 1.72x cover in FY16. As previously indicated, the Board intends to adopt a progressive dividend policy and targets a dividend cover in the range 1.75 - 2x over the medium term.

In the prior year, in July 2015, a special dividend of GBP99.4m was also paid to shareholders, which was followed by a share consolidation.

Net debt and finance costs

The Group targets net debt in the range of 1.0-1.5x EBITDA, measured at 31 March each year. With net debt of GBP261.4m and EBITDA of GBP154.2m, the Group was outside this range at 1.7x.

As previously stated, we are prepared to see leverage increase for reasonable periods of time if circumstances warrant this. The opportunity to acquire USP in North America in July 2016 together with our other investments, principally relating to the investment in Checkatrade and acquisition of Habitissimo, which we expect to accelerate our Home Experts proposition, represented such circumstances. Absent the M&A activity which took place in the year, we would have been at the lower end of our target range, while the range itself remains subject to periodic review.

During the year, the Group obtained EUR50m medium-term funding in the form of a term loan due for repayment by instalments through to 2020. In addition, during March 2017, the Group obtained a further GBP60m medium-term funding in the form of a Private Placement due for repayment in 2024.

The Group's net interest paid was GBP6.4m with an interest accrual of GBP1.1m as at 31 March 2017, of which GBP0.8m was subsequently paid in April 2017. Cash finance costs in the prior year were GBP3.0m with an interest accrual of GBP0.9m as at 31 March 2016.

Foreign exchange impact

HomeServe is well-positioned to meet the challenges of the UK's exit from the European Union and our growth prospects remain strong. Our businesses each operate in their own territories, buying goods and services from local businesses and supplying local consumers within those territories, almost exclusively in local currencies. Our businesses have also proved resilient to economic turmoil over a number of years.

The depreciation of sterling against the US Dollar and Euro following the UK's decision to leave the European Union has, however, had a significant impact on our reported results due to the impact of translating the results of our overseas businesses.

Specifically, changes in the US Dollar and Euro exchange rates between FY16 and FY17 have resulted in the reported revenue of our international businesses increasing by GBP63.3m and adjusted operating profit increasing by GBP10.3m as summarised in the table below.

 
                                 Average exchange            Effect on (GBPm) 
                                        rate 
                                                       Revenue   Adjusted operating 
                                                                       profit 
                               2017    2016   Change      2017                 2017 
---------------------  -----  -----  ------  -------  --------  ------------------- 
 North America          $      1.31    1.51    (13%)      32.3                  3.6 
 France                 EUR    1.19    1.37    (13%)      12.0                  3.7 
 Spain                  EUR    1.19    1.37    (13%)      16.9                  2.2 
 New Markets            EUR    1.19    1.37    (13%)       2.1                  0.8 
---------------------  -----  -----  ------  -------  --------  ------------------- 
 Total International                                      63.3                 10.3 
----------------------------  -----  ------  -------  --------  ------------------- 
 
 

In addition, as the Group holds certain of its cash, bank and other loans in foreign currencies, the depreciation of sterling resulted in an increase in the reported net debt of the Group of GBP0.2m in relation to Euro-denominated net debt, and GBP6.5m in relation to US Dollar-denominated net debt.

Statutory and pro-forma reconciliations

The Group uses adjusted operating profit, EBITDA, adjusted profit before tax and adjusted earnings per share as its primary performance measures. These are non-IFRS measures which exclude the impact of the amortisation of acquisition intangible assets (FY17: GBP14.1m, FY16: GBP10.4m). Acquisition intangible assets principally arise as a result of the past actions of the former owners of businesses in respect of marketing and business development activity. Therefore, the adjusted measures reflect the post acquisition revenue attributable to, and operating costs incurred by, the Group.

As at 31 March 2017, the net book value of the acquisition intangible asset was GBP114.0m (FY16: GBP75.3m) and the related amortisation charge in FY17 was GBP14.1m (FY16:GBP10.4m)

The tables below provides a reconciliation between the statutory and adjusted items.

 
 GBPmillion                        2017    2016 
-------------------------------  ------  ------ 
 Operating profit (statutory)     104.7    86.9 
 Depreciation                       6.9     5.4 
 Amortisation                      28.5    20.0 
 Amortisation of acquisition 
  intangibles                      14.1    10.4 
 EBITDA                           154.2   122.7 
-------------------------------  ------  ------ 
 
 Operating profit (statutory)     104.7    86.9 
 Amortisation of acquisition 
  intangibles                      14.1    10.4 
 Adjusted operating profit        118.8    97.3 
-------------------------------  ------  ------ 
 
 Profit before tax (statutory)     98.3    82.6 
 Amortisation of acquisition 
  intangibles                      14.1    10.4 
 Adjusted profit before tax       112.4    93.0 
-------------------------------  ------  ------ 
 
 
 Pence per share 
--------------------------------  -----  ----- 
 Earnings per share (statutory)    24.0   19.6 
 Amortisation of acquisition 
  intangibles                       3.0    2.2 
 Adjusted earnings per share       27.0   21.8 
--------------------------------  -----  ----- 
 

Principal risks and uncertainties

HomeServe has a risk management framework which provides a structured and consistent process for identifying, assessing and responding to risks. These risks are assessed in relation to the Group's strategy, business performance and financial condition and a formal risk mitigation plan is agreed with clear ownership and accountability. Risk management operates at all levels throughout the Group, across geographies and business lines.

Risks to HomeServe's business are either specific to HomeServe's business model, such as affinity partner relationships and underwriting, or more general, such as the impact of competition and regulatory compliance.

The table below sets out what the Board believes to be the principal risks and uncertainties facing the Group, the mitigating actions for each, and an update on any change in the profile of each risk during the past year. These should be read in conjunction with the Business Review and the Financial Review. Additional risks and uncertainties of which we are not currently aware or which we currently believe are not significant may also adversely affect our strategy, business performance or financial condition in the future.

The Board believes that all identified risks carry equal importance and weighting as in the prior year with updates to the nature of those risks detailed below.

 
 Risk                          Mitigation                                   Change since 2016 
  Description /                                                              Annual Report 
  Impact 
 Commercial relationships 
 Underpinning the              We have regular contact                      We have continued 
  success in our                and reviews with the                         to sign and renew 
  chosen markets                senior management                            affinity partnerships 
  are close commercial          of our affinity partners                     with utilities across 
  relationships                 to ensure we respond                         the businesses. 
  (affinity partner             to their needs and 
  relationships)                deliver the service                          In the UK, there 
  principally with              that they expect.                            were no agreements 
  utility companies,                                                         due for renewal in 
  municipals and                Across the Group we                          FY17. We renewed 
  financial institutions.       are not dependent                            one utility partner 
  The loss of one               on any one single                            agreement early, 
  of these relationships        partnership, which                           due to renew in FY18, 
  could impact our              mitigates, in part,                          on substantially 
  future customer               the impact of losing                         similar terms. We 
  and policy growth             any single relationship.                     signed an additional 
  plans and retention                                                        utility partner (Dee 
  rates.                                                                     Valley Water) and 
                                                                             extended our relationship 
  While the majority                                                         with Aviva. 
  of these partnerships 
  are secured under                                                          In North America, 
  long-term contracts,                                                       we signed 100 new 
  which increase                                                             partners during the 
  the security of                                                            year and in France, 
  these relationships                                                        while continuing 
  over the medium-term,                                                      to work with the 
  they can be terminated                                                     two largest water 
  in certain circumstances.                                                  utilities we also 
                                                                             have a good pipeline 
                                                                             of opportunities. 
 
                                                                             In Spain, we continue 
                                                                             to work closely with 
                                                                             Endesa, though ceased 
                                                                             activity with Agbar, 
                                                                             a water utility. 
                                                                             In Italy, following 
                                                                             the cessation of 
                                                                             the test agreement 
                                                                             with Enel, we entered 
                                                                             a joint venture with 
                                                                             Edison Energia. 
----------------------------  -------------------------------------------  ------------------------------ 
 Competition 
  There are a number             The market and the                           There has been no 
  of businesses                  activities of other                          significant change 
  that provide services          participants are regularly                   in the competitive 
  that are similar               reviewed to ensure                           landscape in any 
  to those of the                that the strategies                          of the countries 
  Group and could                and offerings of current                     in which we operate. 
  therefore compete              and potential competitors 
  in one or more                 are fully understood.                        In North America, 
  of our chosen                  Both qualitative and                         we participate in 
  markets. Increased             quantitative research                        RFPs ("requests for 
  competition could              is undertaken to ensure                      proposal") that are 
  affect our ability             that our products                            issued by utilities 
  to meet our expectations       and services continue                        when they seek to 
  and objectives                 to meet the needs                            start a programme. 
  for the business               of our customers whilst                      While we see some 
  in terms of the                retaining a competitive                      other parties participating 
  number of customers,           position in the market.                      in these tenders, 
  policies or the                                                             we win the majority 
  financial returns              We believe we have                           and we believe that, 
  achieved.                      a compelling proposition,                    overall, the RFP 
                                 providing customers                          process is positive 
                                 with real value and                          for our business 
                                 helping reduce the                           as it demonstrates 
                                 impact of increased                          an increased awareness 
                                 competition.                                 of our products and 
                                                                              services in the North 
                                                                              American market. 
----------------------------  -------------------------------------------  ------------------------------ 
 Risk                          Mitigation                                   Change since 2016 
  Description /                                                              Annual Report 
  Impact 
 Customer loyalty 
  / retention 
 A key element                 Policy retention rate                        Policy retention 
  of our business               is one of our Key                            remains high in all 
  model is customer             Performance Indicators.                      our countries. 
  loyalty. Any reduction        Any significant movement 
  in the proportion             is therefore carefully                       In the UK, the policy 
  of customers renewing         investigated to assess                       retention rate decreased 
  their policies                the change in customer                       by 2 percentage points 
  could significantly           behaviour and to implement                   to 80% compared to 
  impact our revenue.           corrective action                            the prior year, principally 
                                where possible.                              due to the higher 
                                                                             number of customers 
                                We have a wide range                         in early renewal 
                                of tools available                           cycles. In the UK, 
                                to manage retention                          we also closely monitor 
                                rates, including specific                    the customer retention 
                                retention propositions.                      rate, which has been 
                                                                             maintained at 82%. 
                                There are dedicated 
                                retention teams, trained                     In North America, 
                                and experienced in                           the policy retention 
                                talking to those customers                   rate has been maintained 
                                who are considering                          at 82%, the same 
                                not renewing their                           as the prior year. 
                                policy. 
                                We regularly review                          In France, we have 
                                our products ensuring                        maintained a policy 
                                they provide the coverage                    retention rate of 
                                that our customers                           89%. 
                                demand and need. We 
                                also regularly review                        In Spain, policy 
                                the methods by which                         retention increased 
                                we interact with our                         by 1 percentage point 
                                customers ensuring                           to 78%. 
                                their needs are met 
                                and providing them 
                                with updated tools 
                                to purchase, renew 
                                and review their policy 
                                holdings for example 
                                through our latest 
                                digital initiatives. 
----------------------------  -------------------------------------------  ------------------------------ 
 Marketing effectiveness 
  A significant                  The performance of                           During the year, 
  reduction in the               each marketing campaign                      our marketing channels 
  response rates                 and channel is regularly                     performed as we expected 
  on our marketing               reviewed, with any                           with direct mail 
  could have a significant       significant deviation                        response rates continuing 
  impact on customer             to the expected response                     to perform well. 
  and policy numbers.            rate quickly identified 
                                 and remedial action                          We continue to develop 
                                 taken for subsequent                         our digital channels 
                                 campaigns. We record                         and work with our 
                                 and review a number                          partners to offer 
                                 of telephone calls                           our products in their 
                                 across all of our                            call centres. Development 
                                 businesses.                                  of these two channels 
                                                                              is serving to reduce 
                                                                              our reliance on direct 
                                                                              mail activity. 
----------------------------  -------------------------------------------  ------------------------------ 
 Exposure to legislation 
  or regulatory 
  requirements 
 We are subject 
  to a broad spectrum            We have regulatory                           All of our businesses 
  of regulatory                  specialists, compliance                      have dedicated, experienced 
  requirements in                teams and Non-Executive                      compliance specialists 
  each of the markets            Directors in each                            including Non-Executive 
  in which we operate,           of our businesses                            Directors to chair 
  particularly relating          to help ensure that                          the compliance committees 
  to product design,             all aspects of the                           in each of our businesses, 
  marketing materials,           legislative regime                           with regular reporting 
  sales processes                in each territory                            to the local company 
  and data protection.           are fully understood                         Board of Directors. 
                                 and adopted as required. 
  Failure to comply                                                           We have maintained 
  with the regulatory            Specifically in the                          appropriate dialogue 
  requirements in                UK, we maintain regular                      with all relevant 
  any of our countries           dialogue with the                            regulatory bodies 
  could result in                FCA, while in the                            that govern or influence 
  us having to suspend,          USA we have regular                          our businesses and 
  either temporarily             dialogue with the                            have sought to engage, 
  or permanently,                Attorneys General.                           where possible, in 
  certain activities.            In our other businesses,                     regulatory and compliance 
                                 we maintain a dialogue                       discussions around 
  In addition, legislative       with local regulators.                       the development of 
  changes related                We keep up to date                           the markets in which 
  to our partners                with changes in government                   we operate. 
  may change their               and regulatory policy, 
  obligations with               which ensures that                           In the UK, the primary 
  regard to the                  our products and services                    regulator, the Financial 
  infrastructure                 are designed, marketed                       Conduct Authority, 
  they currently                 and sold in accordance                       has recognised the 
  manage and hence               with all relevant                            risk that we pose 
  the products and               legal and regulatory                         to their objectives 
  services we can                requirements and that                        has decreased and 
  offer to customers.            their terms and conditions                   therefore they have 
                                 remain appropriate                           reduced the intensity 
  It is possible                 and meet the needs                           of their supervision. 
  such legislative               of customers. 
  changes could 
  reduce, or even 
  remove, the need 
  for some of our 
  products and services. 
----------------------------  -------------------------------------------  ------------------------------ 
 Risk                          Mitigation                                   Change since 2016 
  Description /                                                              Annual Report 
  Impact 
----------------------------  -------------------------------------------  ------------------------------ 
 
   Quality of customer 
   service                       We monitor customer                          In FY17, we continued 
   Our reputation                service standards                            to monitor customer 
   is heavily dependent          at a number of different                     satisfaction across 
   on the quality                customer contact points                      all our operations 
   of our customer               in each of our operations,                   at a number of different 
   service.                      using both internal                          customer contact 
                                 data and an independent                      points, with improvements 
   Any failure to                third party.                                 in all the businesses. 
   meet our service 
   standards or negative         The results of these 
   media coverage                are reviewed on a 
   of poor service               regular basis and 
   could have a detrimental      action plans produced 
   impact on customer            to address the key 
   and policy numbers.           issues. 
 
                                 Processes have been 
                                 established to ensure 
                                 that all directly 
                                 employed engineers 
                                 and sub-contractors 
                                 meet minimum standards. 
                                 These include criminal 
                                 record checks and 
                                 minimum qualification 
                                 requirements. 
 
                                 Reflecting the importance 
                                 of customer service 
                                 to our business, all 
                                 senior managers have 
                                 customer satisfaction 
                                 performance as a significant 
                                 component of their 
                                 annual bonus opportunity. 
----------------------------  -------------------------------------------  ------------------------------ 
 
   Availability of 
   underwriters                  We use a number of                           We continue to review 
   The policies that             underwriters, with                           our underwriting 
   we market and                 the main provider                            relationships on 
   administer are                in the UK separate                           a regular basis to 
   each individually             to those in the rest                         ensure they provide 
   underwritten by               of Europe and North                          the best returns 
   third party underwriters,     America.                                     for customers and 
   independent of                                                             shareholders. 
   HomeServe.                    We have regular contact 
                                 and reviews with the                         In the UK Aviva continues 
   We act as an insurance        senior management                            to be our principal 
   intermediary and              of the underwriters                          underwriter, and 
   do not take on                to ensure that claims                        commenced underwriting 
   any material insurance        frequencies, repair                          new business in November 
   risk.                         costs and service                            2015. 
                                 standards are in line 
   If these underwriters         with their expectations.                     Having secured a 
   were unable or                                                             second underwriter 
   unwilling to underwrite       The principal underwriters                   in North America 
   these risks and               are subject to medium-term                   last year, during 
   we were unable                agreements, with the                         FY17 we agreed terms 
   to find alternative           rates subject to regular                     with second underwriters 
   underwriters it               review.                                      in France and Spain. 
   would require 
   us to insure these            In addition, we maintain 
   risks directly,               relationships with 
   thereby exposing              a number of underwriters 
   the business to               who are willing and 
   material insurance            able to underwrite 
   risk, which is                our business and regularly 
   contrary to our               review the market 
   preferred operating           to ensure we understand 
   model. In addition,           current market conditions, 
   it would take                 how these apply to 
   time to obtain                our policies and how 
   the relevant regulatory       we can mitigate the 
   approvals.                    loss of an existing 
                                 underwriter. 
----------------------------  -------------------------------------------  ------------------------------ 
 Dependence on 
  recruitment and 
  retention of skilled 
  personnel 
 Our ability to                Our employment policies,                     A "People Committee", 
  meet growth expectations      remuneration and benefits                    comprised of a number 
  and compete effectively       packages, and long-term                      of the Non-Executive 
  is, in part, dependent        incentives are regularly                     Directors and senior 
  on the skills,                reviewed and designed                        management of the 
  experience and                to be competitive                            Group, has been created 
  performance of                with other companies.                        with a mandate to 
  our personnel.                                                             promote the development 
  The inability                 Employee surveys,                            and recruitment of 
  to attract, motivate          performance reviews                          key talent. 
  or retain key                 and regular communication 
  talent could impact           of business activities                       We have continued 
  on our overall                are just some of the                         to strengthen our 
  business performance.         methods used to understand                   management teams 
                                and respond to employees'                    across all our operations 
                                views and needs.                             - particularly in 
                                                                             the areas of IT, 
                                Processes are in place                       Digital, Commercial 
                                to identify high performing                  and M&A. 
                                individuals and to 
                                ensure that they have                        During the year we 
                                fulfilling careers,                          completed the rollout 
                                and we are managing                          of our People Promises 
                                succession planning                          which are now live 
                                effectively.                                 in each of our businesses 
                                                                             and an integral part 
                                                                             of our recruitment, 
                                                                             selection and development 
                                                                             procedures. 
----------------------------  -------------------------------------------  ------------------------------ 
 Risk                                                                       Change since 2016 
  Description /                  Mitigation                                  Annual Report 
  Impact 
 Exposure to country 
  and regional risk 
  and Brexit risk 
 In line with other            The criteria for entering                    We have recommenced 
  businesses we                 a new country include                        reviewing potential 
  are subject to                a full assessment                            new territories and 
  economic, political           of the stability of                          have appointed a 
  and other risks               its economic and political                   dedicated team with 
  associated with               situation, together                          significant experience 
  operating in overseas         with a review of the                         of working in an 
  territories.                  manner and way in                            international environment 
                                which business is                            to lead this activity. 
  A variety of factors,         conducted. 
  including changes                                                          We continue to monitor 
  in a specific                 When entering a new                          the economic, political 
  country's political,          country, we generally                        and regulatory environments 
  economic or regulatory        do so on a small-scale                       where we operate. 
  requirements,                 test basis. This low 
  as well as the                risk entry strategy 
  potential for                 minimises the likelihood 
  geographical turmoil          of any significant 
  including terrorism           loss.                                        The Group is well 
  and war, could                                                             positioned to meet 
  result in the                                                              the challenges of 
  loss of service.              Our businesses each                          the UK's exit from 
                                operate in their own                         the European Union 
  Following the                 territories, buying                          and our growth prospects 
  UK's decision                 goods and services                           remain strong. 
  to leave the European         from local businesses 
  Union there may               and supplying local 
  be implications               consumers within those 
  for how we operate            territories, almost 
  with our overseas             exclusively in local 
  businesses.                   currencies. 
----------------------------  -------------------------------------------  ------------------------------ 
 
   Our IT systems 
   become a constraint 
   to growth and 
   drive inefficiency            The Group reviews                            We are replacing 
   instead of efficiency         its systems and processes                    our core customer 
   improvements                  on a regular basis.                          IT system, the development 
   The Group's core              As part of these reviews                     of which has progressed 
   IT system is used             we look at the future                        well and is expected 
   in each of our                plans of each of the                         to 'go-live' in the 
   businesses. The               businesses in terms                          UK during FY18. 
   system is now                 of customer and policy 
   around 20 years               growth, product and                          We have agreed plans 
   old and has had               process design and                           to upgrade our claims 
   a number of 'in               development requirements                     and deployment systems, 
   house' developments.          and the potential                            enhancing the customer 
   The system is                 impact on IT systems.                        journey and improving 
   dependent on internal                                                      interactions with 
   development resource          All system developments                      our network. 
   and knowledge.                and enhancements undergo 
                                 a rigorous financial                         We have continued 
                                 review and the proposed                      to invest in other 
                                 benefits are monitored                       new technologies 
                                 and subject to post                          that will allow us 
                                 implementation reviews.                      to improve the products 
                                                                              and service we offer 
                                 Our IT developments                          our customers. These 
                                 are subject to a prioritisation              have included an 
                                 process, which takes                         innovative leak detection 
                                 into account the availability                device and initial 
                                 of both internal and                         funding of a platform-based 
                                 external resource                            home repairs and 
                                 and the proposed benefits                    improvement model. 
                                 of the project. 
----------------------------  -------------------------------------------  ------------------------------ 
 Information security 
  (including cyber 
  risk)                                     We have a number of               Following a detailed 
  In line with other                        defensive and proactive           review of our information 
  businesses we                             practices across the              policy, practices 
  are subject to                            Group to mitigate                 and procedures by 
  the increased                             this risk.                        a third party in 
  prevalence and                            We have a detailed                FY16, we have now 
  sophistication                            information security              engaged a Group Chief 
  of cyber-attacks                          policy, which is communicated     Information Security 
  which could result                        across the Group and              Officer to oversee 
  in unauthorised                           training is provided              information security 
  access to customer                        as required.                      across the Group. 
  and other data                                                              We have a dedicated 
  that we hold or                           We continue to invest             information security 
  cause business                            in IT security ensuring           officer in each business 
  disruption to                             a secure configuration,           and undertake regular 
  our services.                             access controls and               reviews and penetration 
  This could result                         data centre security.             testing at all of 
  in a loss of customers,                                                     our businesses. During 
  legal liability,                                                            the year, we continued 
  regulatory action                                                           to complete cyber 
  or harm to our                                                              audits as part of 
  reputation.                                                                 our annual assurance 
                                                                              plan and will continue 
                                                                              to do so in FY18. 
----------------------------  -------------------------------------------  ------------------------------ 
 Risk                                                                       Change since 2016 
  Description /                  Mitigation                                  Annual Report 
  Impact 
 Financial strategy            Interest rate risk 
  and treasury risk 
 The main financial            Our policy is to manage                      During the year, 
  risks are the                 our interest cost                            we have obtained 
  availability of               using a mix of fixed                         a four year EUR50m 
  short-term and                and variable rate                            amortising term loan 
  long-term funding             debts. Where necessary,                      repayable in 2020 
  to meet business              this is achieved by                          and GBP60m of fixed 
  needs, the risk               entering into interest                       rate medium-term 
  of policyholders              rate swaps for certain                       funding repayable 
  not paying monies             periods, in which                            in 2024. In addition, 
  owed, and fluctuations        we agree to exchange,                        we have continued 
  in interest rates             at specified intervals,                      to build relationships 
  and exchange rates.           the difference between                       with a number of 
                                fixed and variable                           financial institutions 
  Following the                 rate interest amounts                        that wish to provide 
  UK's decision                 calculated by reference                      debt finance to the 
  to leave the European         to an agreed notional                        Group. 
  Union the Group               principal amount. 
  could be subject              These swaps are designated                   Following the increase 
  to higher exchange            to economically hedge                        in the Group's leverage 
  rate fluctuations             underlying debt obligations.                 we have continued 
                                                                             to monitor the need 
                                                                             to fix the interest 
                                                                             rate on some element 
                                                                             of our borrowings. 
                                                                             However, given the 
                                                                             relatively stable 
                                                                             interest rate environment, 
                                                                             combined with the 
                                Credit risk                                  fixed rate debt secured 
                                The risk associated                          during the past two 
                                with cash and cash                           years, we have not 
                                equivalents is managed                       entered into any 
                                by only depositing                           interest rate swaps 
                                funds with reputable                         during FY17. 
                                and creditworthy banking 
                                institutions. 
 
                                The risk of a policyholder                   Cash and cash equivalents 
                                defaulting is mitigated                      continue to be deposited 
                                as any policy cover                          with reputable and 
                                will cease as and                            creditworthy banking 
                                when any premium fails                       institutions. 
                                to be paid. 
 
                                                                             There has been no 
                                Liquidity risk                               significant change 
                                We manage liquidity                          in the level of mid-term 
                                risk by maintaining                          policy cancellations. 
                                adequate reserves 
                                and banking facilities 
                                and continuously monitoring 
                                forecast and actual 
                                cash flows.                                  Our banking facility 
                                                                             was renewed in July 
                                                                             2014. Our net debt 
                                                                             at 31 March 2017 
                                                                             was GBP261.4m, well 
                                Foreign exchange risk                        within our committed 
                                A clear treasury policy                      facilities and loans, 
                                exists to address                            on which all conditions 
                                short term risk and                          precedent have been 
                                this works with the                          met. 
                                natural hedging provided 
                                by the geographical 
                                spread of the businesses. 
                                While this will protect 
                                against some of the                          During the year, 
                                transaction exposure,                        our adjusted operating 
                                our reported results                         profit benefited 
                                would still be impacted                      from the translation 
                                by the translation                           benefit on Euro and 
                                of our non-UK operations.                    USA Dollar profits 
                                                                             by GBP10.3m. 
----------------------------  -------------------------------------------  ------------------------------ 
 

Viability statement

In accordance with provision C.2.2 of the UK Corporate Governance Code 2014, the Directors have assessed the viability of the Group over a three year period to 31 March 2020. The Directors believe that a three year forward looking period is appropriate as it is aligned to the timeframe that management focus upon, the performance period in respect of the long-term incentive scheme for senior management and it is the period of assessment for recoverable values of cash generating units.

The Group has a formalised process of budgeting, reporting and review along with procedures to forecast its profitability, capital position, funding requirement and cash flows. These plans provide information to the Directors which are used to ensure the adequacy of resources available for the Group to meet its business objectives, both on a short-term and strategic basis. The plans for the period commencing on 1 April 2017 were reviewed by the Executive Committee in February and then approved by the Board in March 2017.

In making this statement, the Board carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity as set out in the Principal Risks and Uncertainties. The Group has an embedded risk management framework and all major risks are scored based on their significance and likelihood and these are reviewed regularly by the Audit & Risk Committee.

Various stress tests have also been performed on scenarios such as the impact of losing an affinity partnership or a lowering of retention in a given country.

The Directors' assessment has been made with reference to geographical spread of the Group operations and its strong financial position resulting from a combination of commercial partnerships and high customer retention.

The business is geographically spread across the UK, Continental Europe and North America; in each established territory, the business has long-term contractual relationships with utility businesses providing access to in excess of 102m households under Affinity Partner brands. Retention rates are high across all established businesses, resulting in stable and recurring cash flows from a large, diverse customer base.

Considering the Group's current position, the principal risks and the Board's assessment of the Group's future, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over a period of at least three years to 31 March 2020.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report.

The Directors have reviewed the Group's budget, forecast and cash flows for 2018 and beyond, and concluded that they are in line with their expectations with regards to the Group's strategy and future growth plans. In addition, the Directors have reviewed the Group's position in respect of material uncertainties and have concluded that there are no items that would affect going concern or that should be separately disclosed.

The Directors have concluded that they have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

David Bower

Chief Financial Officer

23 May 2017

Group Income Statement

Year ended 31 March 2017

 
                                                  2017      2016 
                                       Notes      GBPm      GBPm 
------------------------------------  ------  --------  -------- 
 Continuing operations 
 Revenue                                 3       785.0     633.2 
 Operating costs                               (680.5)   (546.3) 
 Share of results of associates         12         0.2         - 
 Operating profit                                104.7      86.9 
 Investment income                                 0.3       0.3 
 Finance costs                                   (6.7)     (4.6) 
 Profit before tax and amortisation 
  of acquisition intangibles                     112.4      93.0 
 Amortisation of acquisition 
  intangibles                                   (14.1)    (10.4) 
 Profit before tax                                98.3      82.6 
 Tax                                     4      (23.9)    (21.0) 
------------------------------------  ------  --------  -------- 
 Profit for the year                              74.4      61.6 
------------------------------------  ------  --------  -------- 
 
 Attributable to: 
 Equity holders of the parent                     74.4      61.6 
 Non-controlling interests                           -         - 
------------------------------------  ------  --------  -------- 
                                                  74.4      61.6 
------------------------------------  ------  --------  -------- 
 
 Dividends per share, paid 
  and proposed                           5       15.3p     12.7p 
 
 Earnings per share 
 Basic                                   6       24.0p     19.6p 
 Diluted                                 6       23.6p     19.3p 
------------------------------------  ------  --------  -------- 
 

Group Statement of Comprehensive Income

Year ended 31 March 2017

 
                                                 2017      2016 
                                                 GBPm      GBPm 
---------------------------------------------  ------  -------- 
 Profit for the year                             74.4      61.6 
 
 Items that will not be classified 
  subsequently to profit and loss: 
 Actuarial (loss)/gain on defined 
  benefit pension scheme                        (3.4)       0.5 
 Deferred tax credit/(charge) relating 
  to components of other 
  comprehensive income                            0.6     (0.1) 
---------------------------------------------  ------  -------- 
                                                (2.8)       0.4 
 Items that may be reclassified subsequently 
  to profit and loss: 
 Exchange movements on translation 
  of foreign operations                          20.8      14.8 
 
 Gain on revaluation of available 
  for sale investments                              -       2.5 
 Deferred tax charge relating to 
  revaluation of available for sale 
  investments                                       -     (0.7) 
---------------------------------------------  ------  -------- 
                                                 20.8      16.6 
 
 Total comprehensive income for the 
  year                                           92.4      78.6 
---------------------------------------------  ------  -------- 
 
 Attributable to: 
 Equity holders of the parent                    92.4      78.6 
 Non-controlling interests                          -         - 
---------------------------------------------  ------  -------- 
                                                 92.4      78.6 
---------------------------------------------  ------  -------- 
 

Group Balance Sheet

31 March 2017

 
                                                2017      2016 
                                     Notes      GBPm      GBPm 
----------------------------------  ------  --------  -------- 
 
   Non-current assets 
 Goodwill                                      301.9     247.7 
 Other intangible assets               7       288.6     210.0 
 Property, plant and equipment                  37.0      34.9 
 Interests in associates              12        32.1         - 
 Investments                                     8.5       7.8 
 Deferred tax assets                             7.6       6.8 
 Retirement benefit assets                       0.7       2.1 
----------------------------------  ------  --------  -------- 
                                               676.4     509.3 
----------------------------------  ------  --------  -------- 
 
   Current assets 
 Inventories                                     2.7       2.9 
 Trade and other receivables                   455.1     367.7 
 Cash and cash equivalents             8        46.2      54.2 
----------------------------------  ------  --------  -------- 
                                               504.0     424.8 
----------------------------------  ------  --------  -------- 
 Total assets                                1,180.4     934.1 
----------------------------------  ------  --------  -------- 
 
 Current liabilities 
 Trade and other payables                    (456.2)   (360.7) 
 Current tax liabilities                       (9.2)     (7.0) 
 Obligations under finance leases      8       (0.6)     (0.9) 
 Bank and other loans                  8      (35.9)    (25.0) 
                                             (501.9)   (393.6) 
----------------------------------  ------  --------  -------- 
 Net current assets                              2.1      31.2 
----------------------------------  ------  --------  -------- 
 
 Non-current liabilities 
 Bank and other loans                  8     (270.1)   (196.5) 
 Other financial liabilities                  (14.4)     (5.6) 
 Deferred tax liabilities                     (23.0)    (20.5) 
 Obligations under finance leases      8       (1.0)     (1.3) 
----------------------------------  ------  --------  -------- 
                                             (308.5)   (223.9) 
----------------------------------  ------  --------  -------- 
 Total liabilities                           (810.4)   (617.5) 
----------------------------------  ------  --------  -------- 
 Net assets                                    370.0     316.6 
----------------------------------  ------  --------  -------- 
 
 Equity 
 Share capital                         9         8.4       8.3 
 Share premium account                          45.7      41.1 
 Merger reserve                                 71.0      71.0 
 Own shares reserve                                -     (0.1) 
 Share incentive reserve                        18.3      16.0 
 Capital redemption reserve                      1.2       1.2 
 Currency translation reserve                   26.3       5.5 
  Available for sale reserve                     1.8       1.8 
 Retained earnings                             196.5     171.8 
----------------------------------  ------  --------  -------- 
 Attributable to equity holders 
  of the parent                                369.2     316.6 
----------------------------------  ------  --------  -------- 
 Non-controlling interests                       0.8         - 
----------------------------------  ------  --------  -------- 
 Total Equity                                  370.0     316.6 
----------------------------------  ------  --------  -------- 
 

Group Statement of Changes in Equity

Year ended 31 March 2017

 
                                                                             Available              Attributable 
                                Share                  Share      Currency         for                        to           Non 
                      Share   premium      Other   incentive   translation        sale   Retained         equity   controlling    Total 
                    capital   account   reserves     reserve       reserve     reserve   earnings        holders      interest   Equity 
                       GBPm      GBPm       GBPm        GBPm          GBPm        GBPm       GBPm           GBPm          GBPm     GBPm 
-----------------  --------  --------  ---------  ----------  ------------  ----------  ---------  -------------  ------------  ------- 
 At 1 April 
  2016                  8.3      41.1       72.1        16.0           5.5         1.8      171.8          316.6             -    316.6 
 Profit for 
  the year                -         -          -           -             -           -       74.4           74.4             -     74.4 
 Other 
  comprehensive 
  income for 
  the year                -         -          -           -          20.8           -      (2.8)           18.0             -     18.0 
 Dividends 
  paid                    -         -          -           -             -           -     (40.3)         (40.3)             -   (40.3) 
 Issue of 
  share capital         0.1       4.6          -           -             -           -          -            4.7             -      4.7 
 Issue of 
  trust shares            -         -        0.1           -             -           -      (0.1)              -             -        - 
 Share based 
  payments                -         -          -         6.6             -           -          -            6.6             -      6.6 
 Share options 
  exercised               -         -          -       (4.3)             -           -        0.4          (3.9)             -    (3.9) 
 Changes 
  in 
  non-controlling 
  interest                -         -          -           -             -           -          -              -           0.8      0.8 
 Obligation 
  under put 
  option                  -         -          -           -             -           -      (9.3)          (9.3)             -    (9.3) 
 Tax on exercised 
  share options           -         -          -           -             -           -        2.0            2.0             -      2.0 
 Deferred 
  tax on share 
  options                 -         -          -           -             -           -        0.4            0.4             -      0.4 
-----------------  --------  --------  ---------  ----------  ------------  ----------  ---------  -------------  ------------  ------- 
 At 31 March 
  2017                  8.4      45.7       72.2        18.3          26.3         1.8      196.5          369.2           0.8    370.0 
-----------------  --------  --------  ---------  ----------  ------------  ----------  ---------  -------------  ------------  ------- 
 

Year ended 31 March 2016

 
 
 
 
                                                                                Available               Attributable            Non 
                                Share                   Share       Currency          for                         to    controlling 
                     Share    premium      Other    incentive    translation         sale   Retained          equity       interest     Total 
                   capital    account   reserves      reserve        reserve      reserve   earnings         holders           GBPm    equity 
                      GBPm       GBPm       GBPm         GBPm           GBPm         GBPm       GBPm            GBPm                     GBPm 
---------------  ---------  ---------  ---------  -----------  -------------  -----------  ---------  --------------  -------------  -------- 
 Balance at 
  1 April 2015         8.3       40.5       61.1         15.7          (9.3)            -      252.2           368.5              -     368.5 
 Profit for 
  the year               -          -          -            -              -            -       61.6            61.6              -      61.6 
 Other 
  comprehensive 
  income for 
  the year               -          -          -            -           14.8          1.8        0.4            17.0              -      17.0 
 Dividends 
  paid                   -          -          -            -              -            -    (137.0)         (137.0)              -   (137.0) 
 Issue of share 
  capital                -        0.6          -            -              -            -          -             0.6              -       0.6 
 Issue of trust 
  shares                 -          -       11.0            -              -            -      (9.8)             1.2              -       1.2 
 Share-based 
  payments               -          -          -          2.6              -            -          -             2.6              -       2.6 
 Share options 
  exercised              -          -          -        (2.3)              -            -        2.3               -              -         - 
 Tax on 
  exercised 
  share options          -          -          -            -              -            -        2.3             2.3              -       2.3 
 Deferred tax 
  on share 
  options                -          -          -            -              -            -      (0.2)           (0.2)              -     (0.2) 
 Balance at 
  31 March 2016        8.3       41.1       72.1         16.0            5.5          1.8      171.8           316.6              -     316.6 
---------------  ---------  ---------  ---------  -----------  -------------  -----------  ---------  --------------  -------------  -------- 
 

Other reserves comprise the Merger, Own shares and Capital redemption reserves that were shown separately in the Statement of Changes in Equity in last year's Annual Report. Full details of these reserves are included in Notes 27, 28 and 30 of the Annual Report and Accounts 2017.

Group Cash Flow Statement

Year ended 31 March 2017

 
                                                  2017      2016 
                                       Notes      GBPm      GBPm 
------------------------------------  ------  --------  -------- 
 
 Operating profit                                104.7      86.9 
 
 Adjustments for: 
 Depreciation of property, 
  plant and equipment                              6.9       5.4 
 Amortisation of intangible 
  assets                                          42.6      30.4 
 Share-based payments expense                      7.4       5.1 
 Share of profit of associates                   (0.2)         - 
 Loss on disposal of property,                     0.4         - 
  plant, equipment and software 
 Bargain purchase on acquisition                 (0.7)         - 
 Profit on disposal of subsidiary                (0.1)         - 
------------------------------------  ------  --------  -------- 
 Operating cash flows before 
  movements in working capital                   161.0     127.8 
 
 Decrease/(increase) in inventories                0.4     (1.7) 
 Increase in receivables                        (75.5)    (25.1) 
 Increase in payables                             54.0      20.7 
 Net movement in working capital                (21.1)     (6.1) 
 
 Cash generated by operations                    139.9     121.7 
 
 Income taxes paid                              (20.0)    (17.3) 
 Interest paid                                   (6.7)     (3.3) 
------------------------------------  ------  --------  -------- 
 Net cash inflow from operating 
  activities                                     113.2     101.1 
------------------------------------  ------  --------  -------- 
 
 Investing activities 
 Interest received                                 0.3       0.3 
 Proceeds on disposal of property, 
  plant and equipment                                -       0.2 
 Disposal of subsidiary                          (1.7)         - 
 Purchases of intangible assets                 (50.9)    (56.8) 
 Purchases of property, plant 
  and equipment                                  (7.6)     (7.1) 
 Acquisition of investment 
  in associate                          12      (24.7)         - 
 Acquisition of available for 
  sale investments                                   -     (0.5) 
 Net cash outflow on acquisition 
  of subsidiaries                       11      (74.2)     (5.3) 
 Net cash used in investing 
  activities                                   (158.8)    (69.2) 
------------------------------------  ------  --------  -------- 
 
 Financing activities 
 Dividends paid                          5      (40.3)   (137.0) 
 Repayment of finance leases                     (1.0)     (0.5) 
 Issue of shares from the employee 
  benefit trust                                    0.1       1.2 
 Proceeds on issue of share 
  capital                                          0.8       0.6 
 New bank and other loans raised                 103.3      75.0 
 Movement in bank and other 
  loans                                         (29.8)       7.7 
------------------------------------  ------  --------  -------- 
 Net cash generated by /(used 
  in) financing activities                        33.1    (53.0) 
------------------------------------  ------  --------  -------- 
 
 Net decrease in cash and cash 
  equivalents                                   (12.5)    (21.1) 
------------------------------------  ------  --------  -------- 
 Cash and cash equivalents 
  at beginning of year                            54.2      74.7 
 Effect of foreign exchange 
  rate changes                                     4.5       0.6 
------------------------------------  ------  --------  -------- 
 Cash and cash equivalents 
  at end of year                                  46.2      54.2 
------------------------------------  ------  --------  -------- 
 
 

Notes to the condensed set of financial statements

   1.         Basis of preparation 

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs) adopted for use by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRSs, this announcement does not itself contain sufficient information to comply with IFRSs. The Company will publish full financial statements that comply with IFRSs in June 2017.

The financial information set out above does not constitute the Group's statutory financial statements for the years ended 31 March 2017 or 31 March 2016, but is derived from those financial statements. Statutory financial statements for FY16 prepared under IFRSs have been delivered to the Registrar of Companies and those for FY17 will be delivered following the Company's Annual General Meeting. The auditor, Deloitte LLP, has reported on those financial statements; its reports were unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498 (2) or (3) Companies Act 2006. These financial statements were approved by the Board of Directors on 23 May 2017.

   2.         Accounting policies 

The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's 31 March 2016 audited financial statements, except as described below.

Adoption of new or revised standards and accounting policies

The following accounting standards have been adopted in the year:

Amendments to IFRS10, IFRS12

and IAS28 Investment Entities - Applying the Consolidation Exception

   Amendments to IAS1                            Disclosure Initiative 

None of the accounting standards listed above have had any material impact on the amounts reported in this consolidated, condensed set of financial statements.

Standards in issue but not yet effective

At the date of authorisation of these financial statements the following Standards and Interpretations, which have not been applied in these financial statements, were in issue but not yet effective (not all of which have been endorsed by the EU):

   IFRS9                                       Financial Instruments 
   IFRS14                                     Regulatory Deferral Accounts 
   IFRS15                                     Revenue from Contracts with Customers 
   IFRS16                                     Leases 
   Amendments to IFRS2              Classification and Measurement of Share-based payment Transactions 

Amendments to IFRS4 Applying IFRS9 Financial Instruments with IFRS4 Insurance Contracts

   Amendments to IAS12              Recognition of Deferred Tax Assets for Unrealised Losses 
   Amendments to IAS7                Disclosure Initiative 
   Amendments to IAS40              Transfers of Investment Property 
   Improvements to IFRS               2014-2016 Cycle 
   IFRIC Interpretation 22             Foreign Currency Transactions and Advance Consideration 
   2.         Accounting policies (continued) 

Standards in issue but not yet effective (continued)

The implementation of IFRS9 may impact both the measurement and disclosures of financial instruments. The implementation of IFRS15 may have an impact on revenue recognition and related disclosures. IFRS16 will impact both the measurement and disclosures of leases. Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of IFRS9, IFRS15 and IFRS16 until a detailed review has been performed. We have established a review team and are assessing the impact in all of our businesses and expect this to be completed in the coming year. The Directors do not expect that the adoption of the other Standards and Interpretations listed above will have a material impact on the financial statements of the Group in future years.

   3.         Segmental analysis 

IFRS8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker, who is considered to be the Chief Executive, to allocate resources to the segments and to assess their performance.

Segment profit/(loss) represents the result of each segment including allocating costs associated with head office and shared functions, but before allocating investment income, finance costs, and tax. This is the measure reported to the Chief Executive for the purposes of resource allocation and assessment of segment performance.

The accounting policies of the operating segments are the same as those described in Significant Accounting Policies. Group cost allocations are deducted in arriving at segmental operating profit. Inter-segment revenue is charged at prevailing market prices.

During the year the USA segment has been renamed "North America" reflecting the increased presence that the Group has in Canada, which is managed and considered together with our business in the United States of America. Other than the change in name of the USA segment, no other changes have been made to the operating segments.

 
                                            North                         New 
                                    UK    America   France   Spain    Markets    Total 
 2017                             GBPm       GBPm     GBPm    GBPm       GBPm     GBPm 
------------------------------  ------  ---------  -------  ------  ---------  ------- 
 Revenue 
 Total revenue                   326.5      227.8     91.1   130.2       16.6    792.2 
 Inter-segment                   (7.2)          -        -       -          -    (7.2) 
 External revenue                319.3      227.8     91.1   130.2       16.6    785.0 
------------------------------  ------  ---------  -------  ------  ---------  ------- 
 
 Result 
 Segment operating 
  profit/(loss) pre 
  amortisation of acquisition 
  intangibles                     63.2       21.2     27.1    13.3      (6.0)    118.8 
 Amortisation of acquisition 
  intangibles                    (1.2)      (6.5)    (6.0)   (0.3)      (0.1)   (14.1) 
 Operating profit/(loss)          62.0       14.7     21.1    13.0      (6.1)    104.7 
------------------------------  ------  ---------  -------  ------  ---------  ------- 
 Investment income                                                                 0.3 
 Finance costs                                                                   (6.7) 
 Profit before tax                                                                98.3 
 Tax                                                                            (23.9) 
------------------------------  ------  ---------  -------  ------  ---------  ------- 
 Profit for the year                                                              74.4 
------------------------------  ------  ---------  -------  ------  ---------  ------- 
 
   3.         Segmental analysis (continued) 
 
                                             North                         New 
                                     UK    America   France   Spain    Markets    Total 
 2016                              GBPm       GBPm     GBPm    GBPm       GBPm     GBPm 
------------------------------  -------  ---------  -------  ------  ---------  ------- 
 Revenue 
 Total revenue                    291.8      152.6     77.4    97.5       20.1    639.4 
 Inter-segment                    (5.8)          -        -       -      (0.4)    (6.2) 
 External revenue                 286.0      152.6     77.4    97.5       19.7    633.2 
------------------------------  -------  ---------  -------  ------  ---------  ------- 
 
 Result 
 Segment operating 
  profit/(loss) pre 
  amortisation of acquisition 
  intangibles                      58.0       12.1     23.2     9.9      (5.9)     97.3 
 Amortisation of acquisition 
  intangibles                     (0.6)      (4.3)    (5.2)   (0.3)          -   (10.4) 
 Operating profit/(loss)           57.4        7.8     18.0     9.6      (5.9)     86.9 
------------------------------  -------  ---------  -------  ------  ---------  ------- 
 Investment income                                                                  0.3 
 Finance costs                                                                    (4.6) 
 Profit before tax                                                                 82.6 
 Tax                                                                             (21.0) 
------------------------------  -------  ---------  -------  ------  ---------  ------- 
 Profit for the year                                                               61.6 
------------------------------  -------  ---------  -------  ------  ---------  ------- 
 
 
                                                                          Depreciation, 
                                                             Capital       Amortisation, 
                       Assets             Liabilities        Additions      Impairment 
                     2017      2016      2017       2016    2017   2016             2017   2016 
                     GBPm      GBPm      GBPm       GBPm    GBPm   GBPm             GBPm   GBPm 
---------------  --------  --------  --------  ---------  ------  -----  ---------------  ----- 
 UK                 817.8     719.4     472.5      365.5    36.1   34.1             16.1   12.0 
 North America      279.8     160.6     317.2      256.7    11.7   10.2             13.1    8.5 
 France             208.8     194.3     153.4      130.5     3.9    5.4              7.8    6.3 
 Spain              137.0     110.2     108.2       90.3    17.5   13.8             12.3    8.6 
 New Markets         15.6      17.8      37.7       42.7     0.2    1.7              0.2    0.4 
 Inter-segment    (278.6)   (268.2)   (278.6)    (268.2)       -      -                -      - 
---------------  --------  --------  --------  ---------  ------  -----  ---------------  ----- 
 Total            1,180.4     934.1     810.4      617.5    69.4   65.2             49.5   35.8 
---------------  --------  --------  --------  ---------  ------  -----  ---------------  ----- 
 
 
 

All assets and liabilities including inter-segment loans and trading balances are allocated to reportable segments.

   4.         Tax 
 
                                 2017    2016 
                                 GBPm    GBPm 
 ------------------------      ------  ------ 
 Current tax 
 Current year                    23.6    20.1 
 Adjustments in respect 
  of prior years                  1.3   (0.4) 
 Total current 
  tax charge                     24.9    19.7 
--------------------------     ------  ------ 
 
 Deferred tax                   (1.0)     1.3 
 Total tax charge                23.9    21.0 
-------------------------      ------  ------ 
 
   4.         Tax (continued) 

UK corporation tax is calculated at 20% (FY16: 20%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions, these being 40% in the USA (FY16: 40%), 33% in France (FY16: 33%), 25% in Spain (FY16: 27%) and 28% in Italy (FY16: 28%), which explains the 'Overseas tax rate differences' below.

The charge for the year can be reconciled to the profit per the income statement as follows:

 
                                                2017    2016 
                                                GBPm    GBPm 
  ---------------------------------------     ------  ------ 
 Profit before tax on continuing 
  operations                                    98.3    82.6 
------------------------------------------    ------  ------ 
 Tax at the UK corporation tax rate 
  of 20%                                        19.7    16.5 
 Tax effect of items that are not 
  (taxable)/deductible in determining 
  taxable profit                               (0.2)     2.3 
 Adjustments in respect of prior years 
  - current tax                                  1.3   (0.4) 
 Overseas tax rate 
  differences                                    2.7     2.4 
 Movement in deferred tax 
  liability                                      0.4     0.1 
 Effect of overseas 
  losses                                           -     0.1 
 Tax expense for the 
 year                                           23.9    21.0 
-----------------------------------------     ------  ------ 
 

Given the UK parented nature of the Group, the majority of financing that the overseas businesses require is provided from the UK, and as such the UK has provided a number of intra-group loans to its overseas operations in order to fund their growth plans. In light of the different tax rates applicable in each of the markets in which the Group operates, as noted above, these loans result in a reduction in the Group's effective tax rate, which is included in 'Overseas tax rate differences' in the table above.

A retirement benefit tax credit amounting to GBP0.6m (FY16: GBP0.1m charge) has been recognised directly in other comprehensive income. In addition to the amounts credited/(charged) to the income statement and other comprehensive income, the following amounts relating to tax have been recognised directly in equity:

 
                                                   2017    2016 
                                                   GBPm    GBPm 
 -------------------------------------------      -----  ------ 
 Current tax 
 Excess tax deductions related to 
  share-based payments on exercised 
  options                                           2.0     2.3 
 Deferred 
  tax 
 Change in estimated excess tax deductions 
  related to share-based payments                   0.4   (0.2) 
 Total tax recognised 
  directly in equity                                2.4     2.1 
----------------------------------------------    -----  ------ 
 
   5.         Dividends 
 
                                            2017    2016 
                                            GBPm    GBPm 
-----------------------------------------  -----  ------ 
 Amounts recognised as distributions 
  to equity holders in the year: 
 Special dividend of 30p per share paid 
  in July 2015                                 -    99.4 
 Final dividend for the year ended 31 
  March 2016 of 8.9p (2015: 7.87p) per 
  share                                     27.6    25.9 
 Interim dividend for the year ended 
  31 March 2017 of 4.1p (2016: 3.8p) per 
  share                                     12.7    11.7 
                                            40.3   137.0 
-----------------------------------------  -----  ------ 
 

The proposed final dividend for the year ended 31 March 2017 is 11.2p per share amounting to GBP34.8m (FY16: 8.9p per share amounting to GBP27.6m). The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

   6.         Earnings per share 

Basic and diluted earnings per ordinary share have been calculated in accordance with IAS33 Earnings Per Share. Basic earnings per share is calculated by dividing the profit or loss in the financial year by the weighted average number of ordinary shares in issue during the period. Adjusted earnings per share is calculated excluding amortisation of acquisition intangibles. The Group uses adjusted operating profit, EBITDA, adjusted profit before tax and adjusted earnings per share as its primary performance measures. These are non-IFRS measures which exclude the impact of the amortisation of acquisition intangible assets (FY17: GBP14.1m, FY16: GBP10.4m). Acquisition intangible assets principally arise as a result of the past actions of the former owners of businesses in respect of marketing and business development activity. Therefore, the adjusted measures reflect the post acquisition revenue attributable to, and operating costs incurred by, the Group. Diluted earnings per share includes the impact of dilutive share options in

issue throughout the period.

 
                      2017    2016 
                     pence   pence 
------------------  ------  ------ 
 Basic                24.0    19.6 
 Diluted              23.6    19.3 
------------------  ------  ------ 
 Adjusted basic       27.0    21.8 
 Adjusted diluted     26.5    21.4 
------------------  ------  ------ 
 

The calculation of the basic and diluted earnings per share is based on the following data:

 
 Number of shares                      2017    2016 
                                          m       m 
-----------------------------------  ------  ------ 
 Weighted average number of shares 
 Basic                                309.9   313.9 
 Dilutive impact of share options       5.4     6.1 
 Diluted                              315.3   320.0 
-----------------------------------  ------  ------ 
 
 
 Earnings                                    2017    2016 
                                             GBPm    GBPm 
-----------------------------------------  ------  ------ 
 Profit for the year                         74.4    61.6 
 Amortisation of acquisition intangibles     14.1    10.4 
 Tax impact arising on amortisation 
  of acquisition intangibles                (4.9)   (3.6) 
-----------------------------------------  ------  ------ 
 Adjusted profit for the year                83.6    68.4 
-----------------------------------------  ------  ------ 
 
   7.         Other intangible assets 

Acquisition intangibles represent non-monetary assets, arising on business combinations, and include acquired access rights and acquired customer databases. Other intangibles include trademarks, access rights, customer databases and software.

                                                                             Acquired  Acquired             Total    Trademarks 
                                                                                 access  customer   acquisition         & access       Customer                             Total 
                                                                                  rights  databases  intangibles             rights        databases   Software  intangibles 

GBPm GBPm GBPm GBPm GBPm GBPm GBPm

Cost

At 1 April 2015 25.5 102.0 127.5 30.2 35.6 90.6 283.9

Additions - 1.0 1.0 1.3 15.3 38.9 56.5

Acquisition of a subsidiary - 9.2 9.2 - - - 9.2

Disposals - - - (0.3) - (4.9) (5.2)

Exchange movements 1.7 6.6 8.3 0.4 4.1 1.1 13.9

At 1 April 2016 27.2 118.8 146.0 31.6 55.0 125.7 358.3

Additions - - - 0.3 16.7 44.4 61.4

Acquisition of subsidiaries 16.3 28.0 44.3 - - 1.3 45.6

Disposals - - - - - (0.2) (0.2)

Exchange movements 4.0 12.3 16.3 1.3 4.9 3.2 25.7

At 31 March 2017 47.5 159.1 206.6 33.2 76.6 174.4 490.8

Accumulated amortisation and impairment

At 1 April 2015 15.1 41.5 56.6 15.2 9.4 36.2 117.4

Charge for the year 2.4 8.0 10.4 4.4 7.6 8.0 30.4

Disposals - - - (0.3) - (4.9) (5.2)

Exchange movements 1.1 2.6 3.7 0.2 1.3 0.5 5.7

At 1 April 2016 18.6 52.1 70.7 19.5 18.3 39.8 148.3

Charge for the year 2.8 11.3 14.1 4.5 11.6 12.4 42.6

Disposals - - - - - (0.2) (0.2)

Exchange movements 2.1 5.7 7.8 0.6 1.9 1.2 11.5

At 31 March 2017 23.5 69.1 92.6 24.6 31.8 53.2 202.2

Carrying amount

At 31 March 2017 24.0 90.0 114.0 8.6 44.8 121.2 288.6

At 31 March 2016 8.6 66.7 75.3 12.1 36.7 85.9 210.0

   8.         Analysis of net debt 
 
                                       2017     2016 
                                       GBPm     GBPm 
----------------------------------  -------  ------- 
 Cash and cash equivalents           (46.2)   (54.2) 
 Bank and other loans due within 
  1 year                               35.9     25.0 
 Bank and other loans due after 1 
  year                                270.1    196.5 
 Obligations under finance leases       1.6      2.2 
 Net debt                             261.4    169.5 
----------------------------------  -------  ------- 
 
   9.         Share capital 
 
                                      2017   2016 
                                      GBPm   GBPm 
-----------------------------------  -----  ----- 
 Issued and fully paid 310,689,548 
  ordinary shares of 2 9/13p each 
  (FY16:307,892,426)                   8.4    8.3 
-----------------------------------  -----  ----- 
 

The Company has one class of ordinary shares which carry no right to fixed income. Share capital represents consideration received or amounts, based on fair value, allocated to LTIP and One Plan participants on exercise. The nominal value was 2 9/13p per share on all issued and fully paid shares.

During the period from 1 April 2016 to 31 March 2017 the Company issued 2,797,122 shares with a nominal value of 2 9/13p creating share capital of GBP75,307 and share premium of GBP4,696,129.

During the period from 1 April 2015 to 20 July 2015 the Company issued 90,856 shares with a nominal value of 2.5p creating share capital of GBP2,271 and share premium of GBP166,370. Following payment of a special dividend in July 2015, the Company completed a share consolidation of existing ordinary shares on the basis of 13 new ordinary shares for every 14 existing ordinary shares.

During the period from 21 July 2015 to 31 March 2016 the Company issued 219,592 shares with a nominal value of 2 9/13p creating share capital of GBP5,912 and share premium of GBP436,918.

   10.       Related party transactions 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Related party transactions during FY17 were similar in nature to those in FY16 and amounted to GBP0.5m (FY16: GBP0.4m). Full details of the Group's related party transactions are included in the Annual Report and Accounts 2017.

   11.       Business combinations and disposals 

The Group has incurred a net cash outflow in respect of business combinations of GBP74.2m in the year (FY16: GBP5.3m).

There were three material acquisitions in the year ended 31 March 2017.

On 1 July 2016 Homeserve USA Corp, a Group company, acquired 100% of the issued share capital and obtained control of Utility Service Partners Inc (USP). USP is a leading provider of home assistance services. Like our existing business, USP operates an affinity partner model and is the exclusive home warranty partner of the National League of Cities (NLC), an organisation that advocates to around 19,000 towns and cities, covering 66m municipal households in the USA.

On 1 December 2016 HomeServe Membership Limited, a Group company, purchased npower's 'domestic care and maintenance' contracts business. The acquisition included 76 heating engineers.

On 27 January 2017 HomeServe International Limited, a Group company, acquired 70% of the issued share capital and obtained control of Habitissimo S.L., a specialist online lead generation business operating across Southern Europe and South America.

   11.       Business combinations and disposals (continued) 

The recognised amounts of identifiable assets acquired and liabilities assumed are set out in the table below:

 
                                              npower 
                                     USP    services   Habitissimo    TOTAL 
 At fair value                      GBPm        GBPm          GBPm     GBPm 
 Property, plant and 
  equipment                          0.3           -           0.1      0.4 
 Intangible assets                   0.1           -           1.2      1.3 
 Deferred tax assets                11.4           -           0.2     11.6 
 Cash and cash equivalents           5.8           -           0.8      6.6 
 Trade and other receivables         1.8         0.7           0.1      2.6 
 Trade and other payables         (12.9)       (0.3)         (1.1)   (14.3) 
 Other loans                           -           -         (0.4)    (0.4) 
 Intangible assets identified 
  on acquisition                    34.8         7.0           2.4     44.2 
 Deferred tax on acquisition 
  intangibles                     (13.6)       (1.4)         (0.6)   (15.6) 
-------------------------------  -------  ----------  ------------  ------- 
 Total identifiable net 
  assets                            27.7         6.0           2.7     36.4 
 Less non-controlling 
  interests                            -           -         (0.8)    (0.8) 
 Net assets acquired                27.7         6.0           1.9     35.6 
 
 Bargain purchase                      -       (0.7)             -    (0.7) 
 Goodwill                           33.2           -          10.9     44.1 
-------------------------------  -------  ----------  ------------  ------- 
 Total consideration                60.9         5.3          12.8     79.0 
-------------------------------  -------  ----------  ------------  ------- 
 
 Satisfied by: 
 Cash                               60.3         5.3          12.8     78.4 
 Deferred consideration              0.6           -             -      0.6 
                                    60.9         5.3          12.8     79.0 
 ------------------------------  -------  ----------  ------------  ------- 
 
 Net cash outflow arising 
  on acquisition: 
 Cash consideration                 60.3         5.3          12.8     78.4 
 Less: cash and cash 
  equivalent balances 
  acquired                         (5.8)           -         (0.8)    (6.6) 
-------------------------------  -------  ----------  ------------  ------- 
                                    54.5         5.3          12.0     71.8 
 ------------------------------  -------  ----------  ------------  ------- 
 

The goodwill arising on the excess of consideration over the fair value of the assets and liabilities acquired represents the expectation of synergy savings and efficiencies. None of the goodwill is expected to be deducted for tax purposes. The gross contracted amounts due are equal to the fair value amounts stated above for trade and other receivables.

The provisional fair values for USP Inc disclosed as part of the Group's interim results in November 2016 have been updated, resulting in a reduction to goodwill of GBP0.5m.

The post-acquisition revenue, operating profit and acquisition-related costs (included in administrative expenses) from these acquisitions in the year ended 31 March 2017 was as follows:

 
                                          npower 
                                 USP    services   Habitissimo   Total 
                                GBPm        GBPm          GBPm    GBPm 
---------------------------   ------  ----------  ------------  ------ 
 Revenue                        21.1         2.0           1.8    24.9 
 Operating profit / (loss)     (0.7)         1.4         (0.2)     0.5 
 Acquisition-related 
  costs                          0.4         0.2           0.3     0.9 
----------------------------  ------  ----------  ------------  ------ 
 

If all of the acquisitions had been completed on the first day of the financial year, Group revenues for the period would have been GBP802.0m and Group profit before taxation would have been GBP100.1m.

   11.       Business combinations and disposals (continued) 

In addition to the net cash outflow on the acquisitions above of GBP71.8m, deferred consideration was paid relating to prior year business combinations of GBP3.1m (FY16 GBP1.1m) and net cash was acquired as part of an immaterial acquisition in Spain of GBP0.7m.

Through a call option the Group has the means to acquire the remaining 30% of the shares in Habitissimo S.L. which can be exercised in either 2020 or 2021. In addition, the non-controlling shareholders have a put option requiring the Group to acquire the remaining 30% of their shareholding. There is no market value defined in the shareholder agreement but a floor of EUR6.4m, based on the current price of the remaining 30%, and a cap of EUR30m. The fair market value of the company will be mutually agreed by HomeServe and the founders at the point at which the options become exercisable.

The potential cash payment relating to the put option issued by the Group over the equity of Habitissimo S.L. has been accounted for as a financial liability. This has been recognised at the present value of the expected gross obligation of GBP9.3m with the corresponding entry being recognised in retained earnings. The option will be subsequently measured at amortised cost, using the effective interest rate method, in order to accrete the liability up to the amount payable under the option at the date at which it first becomes exercisable.

Disposal of a subsidiary

On 9 March 2017 the Group disposed of 51% of its 100% interest in Assistenza Casa Srl, the fair value of the consideration was GBP6.8m, of which GBP4.4m was received during the year. The Group realised a net profit on disposal as a result of this transaction of GBP0.1m.The net assets of the Group's interest in the business at the date of disposal were as follows:

 
 At fair value                                 GBPm 
-----------------------------------------   ------- 
 Non current assets                             0.1 
 Cash and cash equivalents                      6.1 
 Trade and other receivables                   19.2 
 Current liabilities                         (13.4) 
------------------------------------------  ------- 
 Total identifiable net assets                 12.0 
 
 Release of currency revaluation reserve      (0.4) 
 Gain on disposal                             (0.1) 
------------------------------------------  ------- 
 Total consideration                           11.5 
------------------------------------------  ------- 
 
 Satisfied by: 
 
 Cash                                           4.4 
 Deferred consideration                         2.4 
 Interest in associate                          4.7 
------------------------------------------  ------- 
                                               11.5 
 -----------------------------------------  ------- 
 
 Net cash outflow arising on disposal 
 Consideration received in cash and 
  cash equivalents                              4.4 
 Less: cash and cash equivalent balances 
  disposed                                    (6.1) 
------------------------------------------  ------- 
                                              (1.7) 
 -----------------------------------------  ------- 
 
   12.       Interests in associates 

On 13 December 2016 the Group acquired a 40% stake in Sherrington Mews Limited, the holding company of the Checkatrade Group, for cash consideration of GBP24.0m. There is further contingent consideration of GBP4.0m that is payable subject to financial performance conditions being met by the business, the present value of which is GBP2.7m. Legal costs of GBP0.7m associated with the transaction were added to the cost of the investment.

As stated in Note 11, on 9 March 2017 the Group disposed of 51% of Assistenza Casa Srl, a wholly owned Group company. The remaining 49% has been accounted for as an associate using the equity method. The Group realised a gain of GBP0.1m as a result of this transaction.

The following amounts relate to the results of associates:

 
                                        Sherrington   Assistenza 
                                       Mews Limited         Casa     Total 
                                               GBPm          Srl      GBPm 
                                                            GBPm 
-----------------------------------  --------------  -----------  -------- 
 Current assets                                 9.4         21.4      30.8 
 Non-current assets                             2.2          4.2       6.4 
 Current liabilities                         (13.6)       (15.4)    (29.0) 
 Non-current liabilities                      (0.7)            -     (0.7) 
-----------------------------------  --------------  -----------  -------- 
 Equity attributable to owners 
  of the company                              (2.7)         10.2       7.5 
 
 Controlling interest                           1.6        (5.5)     (3.9) 
-----------------------------------  --------------  -----------  -------- 
 Proportion of the Group's 
  ownership interest in the 
  associates                                  (1.1)          4.7       3.6 
-----------------------------------  --------------  -----------  -------- 
 
 Summary Income Statement 
 Revenue                                        4.7          1.2       5.9 
 Profit after tax                                 -          0.4       0.4 
-----------------------------------  --------------  -----------  -------- 
 Amounts recognisable                             -          0.2       0.2 
-----------------------------------  --------------  -----------  -------- 
 
 Reconciliation of the above summarised financial 
  information to the carrying amount of the interest 
  in associates recognised in the consolidated financial 
  statements: 
 
                                        Sherrington   Assistenza 
                                       Mews Limited         Casa     Total 
                                               GBPm          Srl      GBPm 
                                                            GBPm 
-----------------------------------  --------------  -----------  -------- 
 Proportion of the Group's 
  ownership interest in associates            (1.1)          4.7       3.6 
 Intangible asset                               3.4            -       3.4 
 Deferred tax                                 (0.6)            -     (0.6) 
 Goodwill                                      25.7            -      25.7 
-----------------------------------  --------------  -----------  -------- 
 Carrying amount of the Group's 
  interest in associates                       27.4          4.7      32.1 
-----------------------------------  --------------  -----------  -------- 
 
 

Through a call option the Group has the means to acquire a further 35% of the shares in Sherrington Mews Limited at a valuation which is the higher of a) the pro-rata of the amount payable for the initial 40% investment and b) 10 times adjusted EBITDA for the year ending 31 March 2019 multiplied by 35%, subject to a cap of GBP35m. In accordance with IAS39 the valuation of this call option has been considered and it is not deemed to have any material value at 31 March 2017 as it would not currently allow the Group to acquire an additional stake at less than market value.

In addition, the current controlling shareholders of Sherrington Mews Limited have a put option requiring the Group to acquire a further 35% of their shareholdings at the same price as that determined above in respect of the call option, though subject to additional financial performance conditions also being met by the business. Again, the valuation of this put option has been considered in accordance with IAS39 and it is not deemed to have any material value at 31 March 2017.

   13.       Events after the balance sheet date 

There were no post balance sheet events between the balance sheet date and the signing of the financial statements.

   14.       Other information 

The Annual Report and Accounts for the year ended 31 March 2017 was approved by the Board on 23 May 2017 and will be made available on the Company's website and posted to those shareholders who have requested it in June 2017. Copies will be available from the registered office at Cable Drive, Walsall, WS2 7BN.

Forward Looking Statements

This report contains certain forward looking statements, which have been made in good faith, with respect to the financial condition, results of operations, and businesses of HomeServe plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors which could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. The statements have been made with reference to forecast price changes, economic conditions, the current regulatory environment and the current interpretations of IFRS applicable to past, current and future periods. Nothing in this announcement should be construed as a profit forecast.

This information is provided by RNS

The company news service from the London Stock Exchange

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May 23, 2017 02:00 ET (06:00 GMT)

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