We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Uls Technology Plc | LSE:ULS | London | Ordinary Share | GB00BNG8T458 | ORD 0.4P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 73.00 | 72.40 | 73.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMULS
RNS Number : 2159J
ULS Technology PLC
27 June 2017
ULS Technology plc
("ULS", the "Group" or the "Company")
Full Year Results
ULS Technology plc (AIM:ULS), the provider of online technology platforms for the UK conveyancing and financial intermediary markets, announces its Full Year results for the 12 month period to 31 March 2017.
Financial Highlights
-- Revenue increased by 8% to GBP22.3m (FY 2016: GBP20.7m) -- Gross Margin increased 9% to GBP9.5m (FY 2016: GBP8.7m) -- Underlying EBITDA(1) increased 14% to GBP5.1m (FY 2016: GBP4.5m) -- Underlying Profit Before Tax(1) increased by 15% to GBP4.4m (FY 2016: GBP3.8m) -- Basic EPS increased by 21% to 4.4p (FY 2016: 3.7p)
-- Net debt of GBP3.5m (FY 2016: net cash GBP2.9m) following the acquisition of Conveyancing Alliance
-- Proposed dividend of 1.10p per share taking the total for the year to 2.20p per share (FY 2016: 2.10p per share)
(1) before exceptional items and amortisation of intangibles arising on consolidation
Operating Highlights
Hot Features
Premium
-- Organically grew transactional volumes by 4% while the market shrank in volume terms by 13%
-- Acquisition of Conveyancing Alliance Holdings Limited ("CAL")
o Highly earnings enhancing
o Assisting growth in the estate agency conveyancing market
-- New conveyancing contracts won with two mortgage lenders -- Appointment of Mr. Stephen Goodall as non-board Managing Director of ULS
o Provides additional leadership, management support and capacity to build on the Company's success in tailoring conveyancing services and technology for lenders as well as introducing and commercialising new products and services
Ben Thompson, Chief Executive of ULS Technology plc, commented: "We approach the new financial year in the knowledge that we are successfully increasing our conveyancing market share. Our current trading and instruction levels are buoyant and we intend to continue outperforming the market through further enhancing our technology and services that we provide to our business partners and their customers."
Enquiries:
ULS Technology plc Tel: 01844 262392 Peter Opperman, Chairman Ben Thompson, CEO John Williams, Finance Director Numis Securities Limited Tel: 0207 260 1000 (Nomad & Broker) Stuart Skinner / Paul Gillam, Corporate Advisory James Serjeant, Corporate Broking Walbrook PR Limited Tel: 020 7933 8780 Paul Cornelius ulsgroup@walbrookpr.com Nick Rome Helen Cresswell
Chairman's Statement
I am delighted with the progress the Group has shown this year in terms of profit growth, with our first large acquisition trading well. There are good prospects for the coming year as we increase our market share.
Review of the year
Over the last few years the Group has been developing a growing pipeline of prospective business. Bringing a number of these prospects on stream during the year, as well as a keen focus on maintaining high-levels of service for existing introducers, allowed the business to grow over the period. I was particularly pleased to see us organically grow our transactional volumes by 4% while the market shrank in volume terms by 13%.
There were challenging times with the changes in the buy-to-let regulations, followed by the slow down post EU referendum. However, this was less prolonged than initially feared and the housing market returned to more normal levels in the autumn, although the longer-term issue of a lack of housing stock for sale is still a factor.
The business has developed and launched a new panel management solution for lenders which has been well received and has resulted in a number of new contracts being won. Some of these contracts have only recently gone live and I am excited by the opportunities for the business in this area.
Final dividend
Subject to approval by shareholders at the Annual General Meeting to be held on 28 July 2017, the board proposes a final dividend of 1.10p per share, payable on 4 August 2017 to those shareholders on the register at the close of business on 7 July 2017. This, together with interim dividend of 1.10p per share already paid, takes total proposed distributions relating to the year ending 31 March 2017 to 2.20p per share.
Acquisition of Conveyancing Alliance Holdings Limited
The Group was delighted CAL joined us in December 2016. Harpal Singh and John Phillips have done an excellent job in building a profitable business with an excellent reputation; their openness to improving both our businesses' profitability is welcome.
CAL provides similar conveyancing services to United Legal Services in the mortgage broker and estate agency channels, but with some service and brand differences which will be maintained. Since acquisition CAL has continued to grow and has contributed to the overall Group's profitability in the year under review.
Board changes
As trailed in the last Annual Report, Nigel Hoath, founder of the Group, stepped down from his position as Non-executive Director in August. Again, our thanks go to Nigel for his contribution to building the business.
Outlook
The prospects for the housing market and the wider economy remain uncertain but with Brexit two years away there appears to be a general feeling of just getting on with things. While there was a fall in housing transactions last year, the OBR is predicting a modest increase this year. Whatever the backdrop, the business has a good pipeline of prospects and will continue to help its existing introducers to grow their business. The Group is focused on providing the customer with an excellent experience and will continue to develop products and services which further enhance this.
The Group has had another busy year bringing on new clients while coping with changing market conditions. We are very much a people business and everyone has been asked to row just a little harder during the year and I am delighted that they have risen to the challenge. I would like to thank all our staff for their adaptability and enthusiasm. We have been able to increase the number of employees who hold options during the year meaning that two-thirds of our staff now hold options enabling them to share in our success.
The team at ULS looks forward to the coming year.
Peter Opperman
Non-executive Chairman
ULS Technology plc
26 June 2017
Chief Executive's statement
ULS has continued to make good progress, building on its clear strategy of growing market share, revenue and profit, through a combination of organic growth and tactical acquisition activity.
Overview of operational performance
ULS agreed that it would focus on the following as part of its growth strategy:
-- Build new technology to attract more lender-related conveyancing
-- Forge inroads into providing conveyancing to customers who traditionally would have bought conveyancing through Estate Agents
-- Acquire businesses that directly or indirectly assist ULS in growing its overall conveyancing market share
-- All of the above have progressed well throughout the year, contributing to a revenue increase of 8% and underlying profit growth of 15%
Strategic progress
The Group has made strong progress over the last year, with healthy organic growth achieved against a market where housing transactions have continued to fall markedly below long term historical averages. In addition, the last year has been a tough market, with tax changes impacting landlords and the Buy-to-Let market, and the slowdown in activity following the EU Referendum.
In 2016, ULS took a 35% stake in HomeOwners Alliance (HOA), with an option to acquire the business between three and five years following completion of the investment.
The Group is pleased to report that it has successfully tailored and embedded its technology within HOA's website and that this has delivered new conveyancing growth over the last year.
The Group has won new conveyancing contracts with two mortgage lenders, having invested efforts into building a complete suite of technology and services to help lenders provide their customers with the best possible moving experience. This new proposition to lenders includes services offered by Legal Eye, which ULS acquired in 2015. ULS intends to continue its growth into lender related conveyancing through the coming year and beyond.
One of the other new markets into which ULS can grow is the Estate Agency conveyancing market. ULS has historically not been involved in this market, but has now built two routes through which it can offer its technology and services to customers selling and buying homes through this sector:
1. Via its own Estate Agency comparison technology accessed through HomeOwners Alliance.
(www.estateagent4me.co.uk);
2. Through Conveyancing Alliance Limited.
ULS has spent the last year or so honing and piloting new technology to enable home sellers to compare the performance of traditional and online Estate Agents free of charge on one technology platform. The Group has now successfully embedded this technology into HomeOwners Alliance, which promotes this online via its own portal. Through this promotion, ULS attracts customers who wish to move house and need help selecting a suitable conveyancing service, thereby enabling the Group to make inroads directly to customers in this market.
ULS has been pursuing complementary acquisition opportunities, and at the end of 2016, acquired Conveyancing Alliance Holdings Limited. CAL constitutes a perfect fit for ULS, in that they have experienced strong growth with small mortgage broker firms, whereas ULS has successfully grown with larger firms. Also CAL has enjoyed comparable success partnering independent Estate Agents to provide conveyancing services.
CAL is therefore the second channel that ULS has acquired and will use to grow conveyancing market share in the Estate Agency sector, helping customers to access a breadth of choice at comparatively low cost, and move home as seamlessly as possible.
This tactical acquisition of CAL was highly earnings enhancing for ULS and enables the Group to continue its deliberate strategy of growing its conveyancing market share, through adding to its existing channels as well as accessing new ones.
Outlook
We approach the new financial year in the knowledge that we are successfully increasing our conveyancing market share in a smaller housing transactions market. We intend to continue outperforming the market through further enhancing our technology and services that we provide to our business partners and their customers. We see that technology and processes will continually need to be further honed and improved, as technology progresses and advances at pace. We are committed to doing things better than our competitors, with customers central in influencing our thinking and technology design.
Our expectations are for a slightly smaller housing market in terms of transactions. We will strive to further increase our market share organically through expansion into more lender related conveyancing and through becoming more involved in conveyancing in the Estate Agency sector. There is a lot of upside potential from this organic growth.
In addition, we will continue to look actively at acquiring businesses that help us to progress our strategy more quickly and will acquire where appropriate and possible to do so.
We are pleased with how ULS has grown over the last year and look forward to what we expect to be an exciting and rewarding new financial year.
Ben Thompson
Chief Executive Officer
ULS Technology plc
26 June 2017
Financial review
The Group delivered significant profit growth and made a sizeable acquisition.
Summary
-- Revenue GBP22.3 million (2016: GBP20.7 million). -- Gross margin GBP9.5 million (2016: GBP8.7 million). -- Underlying PBT GBP4.4 million (2016: GBP3.8 million). -- Net debt GBP3.5 million (2016: net cash GBP2.9 million). -- Group continues to pay a progressive dividend. -- Increase in underlying EBITDA of 14%.
Results
The Group delivered significant profit growth in 2017 with underlying profit before tax up by 15% and, excluding the acquisition of CAL, it was up by 8%. This was against a backdrop of a 13% fall in housing transactions. There were exceptional costs in the year of GBP704,000. These primarily relate to movements in the deferred consideration provision relating to the acquisitions of Legal Eye and CAL, as well as costs related to acquisition activity.
Capitalisation of internal IT resource
In accordance with accounting rules, we capitalise internal and external IT resource where there is a clear definable project and we can identify a profitable revenue stream. The capitalisation is shown under intangible assets and amortised over the expected useful life of the asset. However, it is useful to look at the impact on profit if we had purely expensed all of this type of expenditure and we do this in the table opposite. This gives a closer indication as to the cash generative ability of the business rather than looking at reported profit.
2017 2016
GBP000's GBP000's
---------------------------- ---------- ----------
Underlying PBT 4,364 3,797
---------------------------- ---------- ----------
Capitalised development
resource (642) (285)
---------------------------- ---------- ----------
Amortisation of capitalised
development resource 395 395
---------------------------- ---------- ----------
Adjusted underlying
PBT 4,117 3,907
---------------------------- ---------- ----------
During the year more development projects were undertaken and more resource taken on as we continue to invest in the future of the Company. Additionally, a limited amount of external resource was used and the acquisition of CAL increased the spend in this area (as they also capitalise development, which they outsource entirely).
Key performance indicators
Underlying PBT 2017 2017 2016 2016
GBP000's GBP000's GBP000's GBP000's
-------------------------------- ---------- ---------- ---------- ----------
Profit before taxation (PBT) 3,456 3,081
-------------------------------- ---------- ---------- ---------- ----------
Amortisation of intangible
assets arising on acquisition 204 91
-------------------------------- ---------- ---------- ---------- ----------
Exceptional operating costs
-------------------------------- ---------- ---------- ---------- ----------
Acquisition activity costs 386 52
-------------------------------- ---------- ---------- ---------- ----------
Adjustment to expected deferred
consideration - 333
-------------------------------- ---------- ---------- ---------- ----------
Exceptional operating costs 386 385
-------------------------------- ---------- ---------- ---------- ----------
NPV adjustment of deferred
consideration 318 240
-------------------------------- ---------- ---------- ---------- ----------
Underlying PBT 4,364 3,797
-------------------------------- ---------- ---------- ---------- ----------
Underlying EBITDA 2017 2016
GBP000's GBP000's
---------------------------------- ---------- ----------
Underlying PBT 4,364 3,797
----------------------------------- ---------- ----------
Finance income (12) (9)
----------------------------------- ---------- ----------
Finance costs 83 63
----------------------------------- ---------- ----------
Amortisation (excluding arising
on acquisition) 395 395
----------------------------------- ---------- ----------
Depreciation 271 228
----------------------------------- ---------- ----------
Underlying EBITDA 5,101 4,474
----------------------------------- ---------- ----------
Shares and dividends
In December 2016, the Group paid an interim dividend of 1.10 pence per share. It has proposed a final dividend of 1.10 pence per share in line with its aim of paying the total dividend in two equal amounts.
No new shares have been issued in the year.
Acquisition of Conveyancing Alliance Holdings Limited
On the 19 December 2016, the Group acquired the entire share capital of Conveyancing Alliance Holdings Limited and its wholly owned subsidiary, Conveyancing Alliance Limited. This was for an initial cash consideration of GBP7.2m plus an amount for free cash, together with an earn-out until 31 March 2019 to be wholly satisfied in cash.
Cash and debt
The Group continued to generate positive operating cash flow:
-- Payments of GBP890,000 made to repay the term loan with Clydesdale Bank in full ahead of schedule;
-- Arrangement of GBP7million HSBC facility (term loan and RCF) and acquisition of CAL; -- Dividends paid of GBP0.9 million; and
-- Leverage down to 0.69 as at 31 March 2017 despite acquisition of CAL only a few months earlier.
The underlying position of the Group is that it continues to turn a significant proportion of its profit into cash, which it expects to allow payment of a progressive dividend, while still investing in the growth of the business. Where opportunities exist, the business will also take on debt facilities to fund acquisition growth and currently uses a guideline of having a maximum leverage of one times EBITDA which it is currently well below. Its bank covenants allow for much higher leverage.
Board of Directors
Peter Opperman
Non-executive Chairman
Peter joined the Company in January 2011 at the point that Lloyds Development Capital (LDC) invested in the business. Peter has spent over 20 years in executive and Non-executive roles working in private equity backed businesses.
Peter is currently Non-executive Chairman of Adestra Limited, Decision Technology Limited and Connect Managed Services Limited.
Ben Thompson
Chief Executive Officer
Ben has been in financial services since 1986 and joined ULS Technology in 2014 as Managing Director, before assuming the role of Chief Executive officer in November 2015. Prior to his appointment, he was at Legal & General, where he ran their market-leading mortgage distribution business, as well as the banking division.
Ben previously held roles at Paymentshield, St. James's Place, Winterthur Life and TSB. His career has most recently been focused on mortgages and financial services. However, Ben also has good experience in both retail and private banking, as well as a wealth of experience in residential property, in particular estate agency.
John Williams
Finance Director
John joined the business in January 2011 at the point of LDC's investment in the Group. Prior to joining the Company, John was Finance Director at Stortext FM Limited, a private equity backed SaaS business specialising in document management. There, he led a merger process before taking the lead in a successful trade sale of the merged entity to Box-it Limited.
John is a chartered accountant, having qualified with Ernst & Young, before he gained blue-chip experience with Motorola in a number of roles.
Andrew Weston
Co-founder and IT Director
Andrew co-founded ULS in 2003. He started his career developing and implementing software solutions at PE International plc and Vintner Computer Systems. He founded his own businesses: Weston Computing, in 1995; and Weston Technology in 2000.
Andrew has spent the last 14 years building property, financial and legal services applications for the Group and also co-founded ehips Ltd in 2007, now part of ULS.
Geoff Wicks
Independent
Non-executive Director
Geoff Wicks was CEO of Group NBT plc, a specialist in online brand protection and digital asset management, from 2001 until he led the sale of the business to HgCapital in 2011. He remained as part of the Group NBT business, now renamed NetNames, as a Non-executive Director until 2013.
Geoff spent much of his earlier career at Reuters, including heading divisions in the UK, France and Nordic regions, and latterly was Director of Corporate Communications. Prior to Reuters, Geoff worked in the banking and insurance industries.
Directors' report
The Directors present their report and the financial statements of ULS for the year ended 31 March 2017.
Principal activity
The Company acts as a holding company for its three subsidiaries and provides management services to its subsidiary companies.
The main subsidiary, United Legal Services Limited, develops and provides software that supports the provision of online legal comparison services, particularly in the conveyancing sector. Its disruptive technology creates competition amongst the providers of legal services to the benefit of the consumer. Conveyancing Alliance Limited operates in a similar fashion.
Legal-Eye Limited provides risk management and compliance services to solicitors and licensed conveyancers.
United Home Services Limited develops, hosts and operates web based systems that provide property information, including energy performance certificates (EPCs). It is has also developed a commercial proposition for the estate agency comparison product. Its operations are currently immaterial to the Group.
Review of business and future developments
The review of the business and future developments is outlined in the Chairman's statement and the Chief Executive's Statement.
Dividends
A final dividend in respect of the year ended 31 March 2016 of 0.26 pence per share was paid on 5 August 2016. An interim dividend of 1.10 pence per share was paid on 16 December 2016. A final dividend of 1.10 pence per share is proposed by the Directors subject to approval at the AGM.
Directors
The Directors of the Company during the year and their beneficial interest in the ordinary shares and share options of the Company at 31 March 2017 are set out below:
Ordinary Share options
shares
--------------- ---------------------- --------------------
2017 2016 2017 2016
--------------- ---------- ---------- --------- ---------
Nigel Hoath 7,628,414 7,628,414 - -
--------------- ---------- ---------- --------- ---------
Peter Opperman 2,704,625 2,704,625 - -
--------------- ---------- ---------- --------- ---------
Andrew Weston 1,276,625 1,276,625 226,898 -
--------------- ---------- ---------- --------- ---------
John Williams 48,291 48,291 485,809 258,911
--------------- ---------- ---------- --------- ---------
Ben Thompson 20,000 20,000 1,942,337 1,618,197
--------------- ---------- ---------- --------- ---------
Geoffrey Wicks 52,000 52,000 - -
--------------- ---------- ---------- --------- ---------
11,729,955 11,729,955 2,655,044 1,877,108
--------------- ---------- ---------- --------- ---------
Directors' remuneration
The following table sets out an analysis of the pre-tax remuneration for the year ended 31 March 2017 for the individual directors who held office in the company during the year:
2017 2017 2017 2017 2016
2017 Share-
Benefits based
Salary/fees Bonuses in kind payment Total Total
--------------- ------------ -------- --------- -------- ------- -------
GBP GBP GBP GBP GBP GBP
--------------- ------------ -------- --------- -------- ------- -------
Nigel Hoath 21,780 - - - 21,780 235,750
--------------- ------------ -------- --------- -------- ------- -------
Peter Opperman 35,000 - 51 - 35,051 30,833
--------------- ------------ -------- --------- -------- ------- -------
Andrew Weston 110,000 25,000 565 3,280 138,845 135,833
--------------- ------------ -------- --------- -------- ------- -------
John Williams 92,700 45,000 476 9,046 147,222 127,870
--------------- ------------ -------- --------- -------- ------- -------
Ben Thompson 140,000 80,000 719 29,833 250,552 260,152
--------------- ------------ -------- --------- -------- ------- -------
Geoffrey Wicks 36,050 - - - 36,050 35,613
--------------- ------------ -------- --------- -------- ------- -------
435,530 150,000 1,811 42,159 629,500 826,051
--------------- ------------ -------- --------- -------- ------- -------
Nigel Hoath resigned as a Director on 2 August 2016.
Share options and warrants
The share-based payment of GBP42,159 (2016: GBP30,918) to Directors represents the share-based expense relating to share options issued in prior years. The following share options table comprises share options held by Directors who held office during the year ended 31 March 2017:
Options Options
held held
at 31 Options Options at Exercise
March granted exercised 31 March price Exercisable Exercisable
2016 in period in period 2017 (p) from to
-------------- ------- ---------- ---------- --------- -------- ----------- -----------
John Williams 258,911 - - 258,911 40.00 18/08/17 17/08/24
-------------- ------- ---------- ---------- --------- -------- ----------- -----------
John Williams - 226,898 - 226,898 76.75 21/12/19 20/12/26
-------------- ------- ---------- ---------- --------- -------- ----------- -----------
Ben Thompson 970,918 - - 970,918 39.50 28/11/17 27/11/24
-------------- ------- ---------- ---------- --------- -------- ----------- -----------
Ben Thompson 647,279 - - 647,279 47.50 30/03/18 29/03/25
-------------- ------- ---------- ---------- --------- -------- ----------- -----------
Ben Thompson - 324,140 - 324,140 76.75 21/12/19 20/12/26
-------------- ------- ---------- ---------- --------- -------- ----------- -----------
Andrew Weston - 226,898 - 226,898 76.75 21/12/19 20/12/26
============== ======= ========== ========== ========= ======== =========== ===========
Employee involvement
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through informal discussions between Group management, operating company management and employees as well as regular 'town hall' meetings.
The Group operates an EMI share option scheme and, as well as options issued to Directors as shown above, options have also been issued to and are held by a significant number of employees.
Substantial shareholders
The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 31 March 2017.
Shareholder No. of shares % -------------------------- ------------- ----- Kestrel Partners LLP 14,304,192 22.06 -------------------------- ------------- ----- Schroder Investment Management 8,380,000 12.93 -------------------------- ------------- ----- Nigel Hoath* 7,628,414 11.77 -------------------------- ------------- ----- City Financial Investment Company Ltd 5,013,912 7,73 -------------------------- ------------- ----- Herald Investment Management Ltd 4,650,000 7.17 -------------------------- ------------- ----- Lombard Odier Asset Management (Europe) Ltd 3,915,000 6.04 -------------------------- ------------- ----- Unicorn Asset Management Ltd 3,750,200 5.78 -------------------------- ------------- ----- Peter Opperman** 2,704,625 4.17 -------------------------- ------------- ----- Octopus Investments Ltd 2,571,041 3.97 -------------------------- ------------- ----- Artemis Investment Management LLP 2,500,000 3.86 -------------------------- ------------- -----
* Nigel Hoath Non-executive Director (resigned 2 August 2016)
** Peter Opperman Non-executive Director
Research and development
The Group develops software products in-house and CAL uses an external provider to do the same. These are capitalised in line with the accounting policies contained on page 31 of the Group's financial statements.
Financial instruments and risks
The Group's operations expose it to a variety of liquidity, credit and interest rate risks. Details of the use of financial instruments by ULS and these risks are contained in pages 50 to 52 of the Group's financial statements.
Corporate governance
ULS Technology plc and its subsidiaries are committed to high standards of corporate governance. The Directors recognise the importance of sound corporate governance and confirm that they aim to comply with best practice appropriate for a company of its nature and scale.
Audit Committee
The Audit Committee is chaired by Peter Opperman and includes Geoff Wicks. It meets at least twice a year and may invite other Directors to attend its meetings. The committee is responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to the shareholders.
Remuneration Committee
The Remuneration Committee is chaired by Geoff Wicks and includes Peter Opperman. It meets at least twice a year and no Director is permitted to participate in discussion or decisions concerning his own remuneration. The Remuneration Committee reviews the performance of the Executive Directors. It sets and reviews the scale and structure of their remuneration, the basis of their remuneration and the terms of their service agreements with due regard to the interests of shareholders. In determining the remuneration of Executive Directors, the Remuneration Committee will seek to enable the Group to attract and retain staff of the highest calibre. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees.
Nominations Committee
The Nominations Committee is chaired by Peter Opperman and includes Geoff Wicks. It meets at least twice a year and is responsible for reviewing the size, structure and composition of the board, succession planning, the appointment and/or replacement of additional directors and for making appropriate recommendations to the board.
Share dealing code
The Group has adopted a share dealing code for Directors and applicable employees of the Group for the purpose of ensuring compliance by such persons with the provisions of the AIM rules relating to dealings in the Group's securities (updated to be in compliance with MAR). The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM. The Group takes proper steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of the AIM rules and MAR.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Disclosure of information to auditors
The Directors confirm that, in so far as each Director is aware:
-- There is no relevant audit information of which the Group's auditor is unaware; and
-- The Directors have taken all steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information.
Directors' responsibilities statement
The Directors are responsible for preparing the strategic report, Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable laws). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit and loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:
-- Select suitable accounting policies and then apply them consistently; -- Make judgments and accounting estimates that are reasonable and prudent;
-- State whether applicable IFRSs and UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
-- Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions, and disclose with reasonable accuracy at any time the financial position of the Group, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditors
Grant Thornton UK LLP are the appointed auditor of ULS Technology plc. A resolution to reappoint them as auditors and to authorise the Directors to agree their remuneration will be placed before the forthcoming Annual General Meeting of the Company.
Approved by the Board of Directors and signed on its behalf:
Ben Thompson
CEO
ULS Technology plc
John WIlliams
Finance Director
ULS Technology plc
26 June 2017
Company number: 07466574
Independent auditor's report
to the members of ULS Technology plc
We have audited the financial statements of ULS Technology plc for the year ended 31 March 2017 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the notes to the consolidated financial statements, the Parent Company Balance Sheet and the notes to the Parent Company financial statements.
The financial reporting framework that has been applied in the preparation of the consolidated financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including Financial Reporting Standard 101 'Reduced Disclosure Framework'.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Directors' Responsibilities Statement set out on page 24, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate
Opinion on financial statements
In our opinion:
-- The financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2017 and of the Group's profit for the year then ended;
-- The consolidated financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
-- The Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-- The financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and, as regards the Group financial statements, Article 4 of the IAS regulation.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
-- the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
-- the Strategic Report and Directors' Report has been prepared in accordance with applicable legal requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and Directors' Report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-- Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
-- The parent company financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or
-- Certain disclosures of directors' remuneration specified by law are not made; or -- We have not received all the information and explanations we require for our audit.
Tracey James
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Oxford
26 June 2017
Consolidated income statement
for the year ended 31 March 2017
2017 2016
Notes GBP000's GBP000's
------------------------------------------- ----- --------- ---------
Revenue 1 22,260 20,658
------------------------------------------- ----- --------- ---------
Cost of sales (12,796) (11,997)
------------------------------------------- ----- --------- ---------
Gross profit 9,464 8,661
------------------------------------------- ----- --------- ---------
Administrative expenses (5,233) (4,901)
------------------------------------------- ----- --------- ---------
Operating profit before exceptional
expenses 4,231 3,760
------------------------------------------- ----- --------- ---------
Exceptional admin expenses 3 (386) (385)
------------------------------------------- ----- --------- ---------
Operating profit 2 3,845 3,375
------------------------------------------- ----- --------- ---------
Finance income 5 12 9
------------------------------------------- ----- --------- ---------
Finance costs 6 (83) (63)
------------------------------------------- ----- --------- ---------
Exceptional finance costs 6 (318) (240)
------------------------------------------- ----- --------- ---------
Profit before tax 3,456 3,081
------------------------------------------- ----- --------- ---------
Tax expense 7 (581) (704)
------------------------------------------- ----- --------- ---------
Profit for the financial year attributable
to
the Group's equity shareholders 2,875 2,377
------------------------------------------- ----- --------- ---------
Earnings per share from operations
------------------------------------------- ----- --------- ---------
Basic earnings per share (GBP) 8 0.0443 0.0367
------------------------------------------- ----- --------- ---------
Diluted earnings per share (GBP) 8 0.0421 0.0351
------------------------------------------- ----- --------- ---------
Consolidated statement of comprehensive income
for the year ended 31 March 2017
2017 2016
GBP000's GBP000's
--------------------------------------------- --------- ---------
Profit for the financial year 2,875 2,377
--------------------------------------------- --------- ---------
Total comprehensive income for the financial
year
attributable to the owners of the parent 2,875 2,377
--------------------------------------------- --------- ---------
Consolidated balance sheet
as at 31 March 2017
2017 2016
Assets Notes GBP000's GBP000's
------------------------------------ ----- --------- ---------
Non-current assets
------------------------------------ ----- --------- ---------
Intangible assets 13 7,064 2,945
------------------------------------ ----- --------- ---------
Goodwill 10 11,008 4,524
------------------------------------ ----- --------- ---------
AFS financial assets 11 100 100
------------------------------------ ----- --------- ---------
Investment in associates 12 549 575
------------------------------------ ----- --------- ---------
Property, plant and equipment 14 516 485
------------------------------------ ----- --------- ---------
Long-term receivables 16 200 100
------------------------------------ ----- --------- ---------
Prepayments 16 173 181
------------------------------------ ----- --------- ---------
19,610 8,910
------------------------------------ ----- --------- ---------
Current assets
------------------------------------ ----- --------- ---------
Inventory 15 40 22
------------------------------------ ----- --------- ---------
Trade and other receivables 16 1,676 1,301
------------------------------------ ----- --------- ---------
Cash and cash equivalents 17 2,242 3,781
------------------------------------ ----- --------- ---------
3,958 5,104
------------------------------------ ----- --------- ---------
Total assets 23,568 14,014
------------------------------------ ----- --------- ---------
Equity and liabilities
------------------------------------ ----- --------- ---------
Capital and reserves attributable
to the group's equity shareholders
------------------------------------ ----- --------- ---------
Share capital 18 259 259
------------------------------------ ----- --------- ---------
Share premium 4,585 4,585
------------------------------------ ----- --------- ---------
Capital redemption reserve 113 113
------------------------------------ ----- --------- ---------
Share based payment reserve 151 80
------------------------------------ ----- --------- ---------
Retained earnings 4,145 2,148
------------------------------------ ----- --------- ---------
Total equity 9,253 7,185
------------------------------------ ----- --------- ---------
Non-current liabilities
------------------------------------ ----- --------- ---------
Borrowings 20 3,750 170
------------------------------------ ----- --------- ---------
Deferred consideration 28 2,613 852
------------------------------------ ----- --------- ---------
Deferred taxation 7 1,092 438
------------------------------------ ----- --------- ---------
7,455 1,460
------------------------------------ ----- --------- ---------
Current liabilities
------------------------------------ ----- --------- ---------
Trade and other payables 19 4,229 4,234
------------------------------------ ----- --------- ---------
Borrowings 20 2,000 720
------------------------------------ ----- --------- ---------
Current tax payable 631 415
------------------------------------ ----- --------- ---------
6,860 5,369
------------------------------------ ----- --------- ---------
Total liabilities 14,315 6,829
------------------------------------ ----- --------- ---------
Total equity and liabilities 23,568 14,014
------------------------------------ ----- --------- ---------
Consolidated statement of changes in equity
for the year ended 31 March 2017
Share-
Capital based
Share Share Redemption payments Retained Total
capital premium Reserve reserve earnings Equity
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
--------------------- --------- --------- ----------- --------- --------- ---------
Balance at 1
April 2015 259 4,530 113 23 1,609 6,534
--------------------- --------- --------- ----------- --------- --------- ---------
Profit for the
year - - - - 2,377 2,377
--------------------- --------- --------- ----------- --------- --------- ---------
Total comprehensive
income - - - - 2,377 2,377
--------------------- --------- --------- ----------- --------- --------- ---------
Issue of shares - 55 - - - 55
--------------------- --------- --------- ----------- --------- --------- ---------
Share-based payments - - - 57 - 57
--------------------- --------- --------- ----------- --------- --------- ---------
Payment of dividends - - - - (1,838) (1,838)
--------------------- --------- --------- ----------- --------- --------- ---------
Total transactions
with owners - 55 - 57 (1,838) (1,726)
--------------------- --------- --------- ----------- --------- --------- ---------
Balance at 31
March 2016 259 4,585 113 80 2,148 7,185
--------------------- --------- --------- ----------- --------- --------- ---------
Balance at 1
April 2016 259 4,585 113 80 2,148 7,185
--------------------- --------- --------- ----------- --------- --------- ---------
Profit for the
year - - - - 2,875 2,875
--------------------- --------- --------- ----------- --------- --------- ---------
Total comprehensive
income - - - - 2,875 2,875
--------------------- --------- --------- ----------- --------- --------- ---------
Exercise of options - - - (1) 1 -
--------------------- --------- --------- ----------- --------- --------- ---------
Share-based payments - - - 72 - 72
--------------------- --------- --------- ----------- --------- --------- ---------
Payment of dividends - - - - (879) (879)
--------------------- --------- --------- ----------- --------- --------- ---------
Total transactions
with owners - - - 71 (878) (807)
--------------------- --------- --------- ----------- --------- --------- ---------
Balance at 31
March 2017 259 4,585 113 151 4,145 9,253
--------------------- --------- --------- ----------- --------- --------- ---------
Consolidated statement of cash flows
for the year ended 31 March 2017
2017 2016
Notes GBP000's GBP000's
---------------------------------------- ----- --------- ---------
Cash flow from operating activities
---------------------------------------- ----- --------- ---------
Profit for the financial year before
tax 3,456 3,081
---------------------------------------- ----- --------- ---------
Finance income 5 (12) (9)
---------------------------------------- ----- --------- ---------
Finance costs 6 401 303
---------------------------------------- ----- --------- ---------
Loss/(profit) on disposal of plant
and equipment 1 (1)
---------------------------------------- ----- --------- ---------
Share of loss from associate 12 26 -
---------------------------------------- ----- --------- ---------
Amortisation 13 599 486
---------------------------------------- ----- --------- ---------
Depreciation 14 271 228
---------------------------------------- ----- --------- ---------
Share-based payments 72 57
---------------------------------------- ----- --------- ---------
Tax paid (625) (678)
---------------------------------------- ----- --------- ---------
4,189 3,467
---------------------------------------- ----- --------- ---------
Changes in working capital
---------------------------------------- ----- --------- ---------
(Increase)/decrease in inventories (18) 7
---------------------------------------- ----- --------- ---------
Increase in trade and other receivables (246) (693)
---------------------------------------- ----- --------- ---------
(Decrease)/increase in trade and
other payables (68) 1,894
---------------------------------------- ----- --------- ---------
Cash inflow from operating activities 3,857 4,675
---------------------------------------- ----- --------- ---------
Cash flow from investing activities
---------------------------------------- ----- --------- ---------
Purchase of intangible software
assets 13 (642) (285)
---------------------------------------- ----- --------- ---------
Purchase of property, plant and
equipment 14 (281) (51)
---------------------------------------- ----- --------- ---------
Disposal of property, plant and
equipment 4 4
---------------------------------------- ----- --------- ---------
Acquisition of associates/investments 11/12 - (575)
---------------------------------------- ----- --------- ---------
Acquisition of subsidiary (net of
cash acquired) 28 (6,989) -
---------------------------------------- ----- --------- ---------
Payment of deferred consideration (1,080) -
---------------------------------------- ----- --------- ---------
Interest received 5 12 9
---------------------------------------- ----- --------- ---------
Net cash used in investing activities (8,976) (898)
---------------------------------------- ----- --------- ---------
Cash flow from financing activities
---------------------------------------- ----- --------- ---------
Share issue proceeds (net of issue
costs) 18a - 55
---------------------------------------- ----- --------- ---------
Dividends paid 32 (879) (1,838)
---------------------------------------- ----- --------- ---------
Interest paid 6 (401) (303)
---------------------------------------- ----- --------- ---------
New loans 20 7,000 -
---------------------------------------- ----- --------- ---------
Repayment of loans 20 (2,140) (720)
---------------------------------------- ----- --------- ---------
Net cash generated from/(used in)
financing activities 3,580 (2,806)
---------------------------------------- ----- --------- ---------
Net (decrease)/increase in cash
and cash equivalents (1,539) 971
---------------------------------------- ----- --------- ---------
Cash and cash equivalents at beginning
of financial year 3,781 2,810
---------------------------------------- ----- --------- ---------
Cash and cash equivalents at end
of financial year 2,242 3,781
---------------------------------------- ----- --------- ---------
Notes to the consolidated financial statements
Principal accounting policies
Basis of preparation
The Consolidated Financial Statements of ULS Technology plc and its subsidiaries (together, "the Group") have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the EU, IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee, and there is an on-going process of review and endorsement by the European Commission. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 31 March 2017.
The financial statements have been prepared under the historical cost convention. The principal accounting policies set out below have been consistently applied to all periods presented.
Basis of consolidation
The Consolidated Financial Statements incorporate the results of ULS Technology plc ("the Company") and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities and the ability to use its power over the investee to affect the returns from the investee.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the Consolidated Income Statement from the effective date of acquisition and up to the effective date of disposal, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Business combinations
The group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 March 2017. All subsidiaries have a reporting date of 31 March except Conveyancing Alliance Holdings Limited and its subsidiary Conveyancing Alliance Limited, although their results for the period since acquisition to 31 March 2017 have been included in the consolidated numbers. The reporting date for these companies has now been changed to 31 March which will come in to effect for the period ending 31 March 2018.
The group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
All transactions and balances between group companies are eliminated on consolidation, including unrealised gains and losses on transactions between group companies. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
Acquisition-related costs are expensed as incurred.
Interest in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.
The post-tax results of associates are incorporated in the Group's results using the equity method of accounting. Under the equity method, investments in associates are carried in the Consolidated Balance Sheet at cost as adjusted for post-acquisition changes in the Group's share of the net assets of the associate, less any impairment in the value of investment. Losses of associates in excess of the Group's interest in that associate are not recognised. Additional losses are provided for, and a liability is recognised, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate.
Revenue recognition
Revenue recognised represents the value of all services provided during the period at selling price exclusive of Value Added Tax.
Revenue is recognised at the point at which the Group has fulfilled its contractual obligation to the customer, which is considered to be on completion of legal services. Typically, for a conveyancing transaction, this will be on completion of the property transaction and if the transaction falls through prior to completion, the customer does not have to pay.
The proportion of the fee that ULS receives on completion of a conveyancing transaction that is remitted to a third party, such as a mortgage broker or intermediary, is recognised as a cost of sale. This is because the group bears most of the credit risk, delivers the service and sets the pricing.
Segmental reporting
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses related to transactions with other components of the same entity), whose operating results are regularly reviewed by the entity's Chief Operating Decision Maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Chief Operating Decision Maker has been identified as the Board of Executive Directors, at which level strategic decisions are made.
Details of the Group's reporting segments are provided in note 1.
Operating expenses
Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred.
Exceptional operating expenses are non-recurring in nature and of a material size. Items are classified as exceptional to aid the understanding of the underlying performance of the business.
Finance income and costs
Interest is recognised using the effective interest method which calculates the amortised cost of a financial asset or liability and allocates the interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments through the expected life of the financial asset or liability to the net carrying amount of the financial asset or liability.
Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.
Other intangible assets
Capitalised development expenditure
An internally-generated intangible asset arising from development expenditure is recognised if, and only if, all of the following criteria have been demonstrated:
-- The technical feasibility of completing the intangible asset so that it will be available for use of sale;
-- The intention to complete the intangible asset and use or sell it; -- The ability to use or sell the intangible asset; -- How the intangible asset will generate probable future economic benefits;
-- The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
-- The ability to measure reliably the expenditure attributable to the intangible asset during its development.
-- The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is expensed in the period in which it is incurred.
--
Amortisation is calculated so as to write off the cost of an asset, net of any residual value, over the estimated useful life of that asset as follows:
Capital development expenditure - Straight line over 4-7 years
Brand names and customers lists
Brand names and customer lists acquired in a business combination that qualify for separate recognition are recognised as intangible assets at their fair values.
Amortisation is calculated so as to write off the cost of an asset on a straight line basis, net of any residual value, over the estimated useful life of that asset as follows:
Customer and supplier relationships - 10 to 20 years
Brand names - 10 years
Acquired technology platform - 9 years
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and less any recognised impairment losses. Cost includes expenditure that is directly attributable to the acquisition or construction of these items. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the group and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the Income Statement in the period in which they are incurred.
Depreciation is provided on all property, plant and equipment and is calculated on a straight-line basis as follows:
Leasehold improvements - Over the life of the lease
Computer equipment - 25% on cost
Fixtures and fittings - 25% on cost
Depreciation is provided on cost less residual value over the asset's useful life. The residual value, depreciation methods and useful lives are annually reassessed.
Each asset's estimated useful life has been assessed with regard to its own physical life limitations and to possible future variations in those assessments. Estimates of remaining useful lives are made on a regular basis for all equipment, with annual reassessments for major items. Changes in estimates are accounted for prospectively.
The gain or loss arising on disposal or scrapping of an asset is determined as the difference between the sales proceeds, net of selling costs, and the carrying amount of the asset and is recognised in the Income Statement.
Impairment of non-current assets including goodwill
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. Each unit to which goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired.
At each balance sheet reporting date the Directors review the carrying amounts of the Group's tangible and intangible assets, other than goodwill, to determine whether there is any indication that those assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where the asset does not generate cash flows that are independent from other assets, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. If the recoverable amount of a cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit.
An impairment loss is recognised as an expense immediately.
An impairment loss recognised for goodwill is not reversed in subsequent periods.
Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior periods. A reversal of an impairment loss is recognised in the Income Statement immediately.
Inventories
Work in progress is valued on the basis of direct costs attributable to jobs under completion at the reporting date.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets and financial liabilities are measured initially at fair value plus transactions costs. Financial assets and financial liabilities are measured subsequently as described below.
Financial assets
The Group classifies its financial assets as 'loans and receivables' and available for sale (AFS) financial assets. The Group assesses at each balance sheet reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. Loans and receivables are classified as 'trade and other receivables' in the Balance Sheet.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
A provision for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulty, high probability of bankruptcy or a financial reorganisation and default are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at original effective interest rate. The loss is recognised in the Income Statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the Income Statement.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.
AFS financial assets
AFS financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. The Group's AFS financial assets includes the Group's 15% share in Financial Eye Limited.
The equity investment in Financial Eye Limited is measured at cost less any impairment charges, as its fair value cannot currently be estimated reliably. Impairment charges are recognised in profit or loss.
Financial liabilities
The Group's financial liabilities include trade and other payables, borrowings and contingent consideration.
Trade payables and borrowings are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Contingent consideration is measured at fair value at each reporting date with movements recognised as a profit or loss.
A financial liability is de-recognised when it is extinguished, discharged, cancelled or expires.
Current taxation
Current taxation for each taxable entity in the Group is based on the taxable income at the UK statutory tax rate enacted or substantively enacted at the balance sheet reporting date and includes adjustments to tax payable or recoverable in respect of previous periods.
Deferred taxation
Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial information. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax liabilities are provided in full.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Income Statement, except where they relate to items that are charged or credited directly to equity or other comprehensive income in which case the related deferred tax is also charged or credited directly to equity or other comprehensive income.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Employment benefits
Provision is made in the financial information for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the balance sheet reporting date, are recognised in accruals.
The Group's contributions to defined contribution pension plans are charged to the Income Statement in the period to which the contributions relate.
Leasing
Operating lease payments are recognised as an expense on a straight-line basis over the lease term.
Equity and reserves
Equity and reserves comprises the following:
"Share capital" represents amounts subscribed for shares at nominal value
"Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value
"Capital redemption reserve" represents the nominal value of re-purchased share capital
"Share based payment reserve" represents the accumulated value of share-based payments expensed in the profit and loss
"Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.
Share-based employee remuneration
The Group operates share option based remuneration plan for its employees. None of the Group's plans are cash settled.
Where employees are rewarded using share-based payments, the fair value of employees' services is determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date using a Black-Scholes model.
All share-based remuneration is ultimately recognised as an expense in profit and loss with a corresponding credit to retained earnings. The expense is allocated over the vesting period. Other than the requirement to be an employee at the point of exercise there are no other vesting requirements and all share options are expected to become exercisable. Subsequent revisions to this give rise to an adjustment to cumulative share-based compensation which is recognised in the current period. The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs, are allocated to share capital up to the nominal (par) value of the shares issued with any excess being recorded as share premium.
Contingent liabilities
No liability is recognised if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
New and amended International Financial Reporting Standards adopted by the group
There were no new standards, amendments to standards or interpretations which are effective for the first time this year applicable to or which had a material effect on the Group.
International Financial Reporting Standards in issue but not yet effective
At the date of authorisation of these Consolidated Financial Statements, the IASB and IFRS Interpretations Committee have issued standards, interpretations and amendments which are applicable to the Group.
Whilst these standards and interpretations are not effective for, and have not been applied in the preparation of, these Consolidated Financial Statements, the following may have an impact going forward:
Effective
date:
New/Revised International annual periods
Financial beginning EU Impact
Reporting Standards on or after: adopted on group
---------------------------- --------------- -------- ------------------
IFRS Financial Instruments: 1 January Yes No material impact
9 Classification and 2018
Measurement
---- ---------------------- --------------- -------- ------------------
IFRS Revenue from Contracts 1 January Yes No material impact
15 with Customers 2018
---- ---------------------- --------------- -------- ------------------
IFRS Leases 1 January No Most operating
16 2019 leases will be
capitalised on
the balance sheet
---- ---------------------- --------------- -------- ------------------
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial information in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet reporting date and the reported amounts of revenues and expenses during the reporting period.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Estimates
The following are the significant estimates used in applying the accounting policies of the group that have the most significant effect on the financial statements:
Fair value of intangible assets acquired in business combinations
In determining the fair value of intangible assets acquired in business combinations, estimates have been used by a specialist valuation company on behalf of management, using information supplied by management, in order to determine the fair values using appropriate modelling techniques.
Impairment review
The Group assesses the useful life of intangible assets to determine if there is a definite or indefinite period of useful economic life; this requires the exercise of judgement and directly affects the amortisation charge on the asset. The Group tests whether there are any indicators of impairment at each reporting date. Discounted cash flows are used to assess the recoverable amount of each cash generating unit, and this requires estimates to be made. If there is no appropriate method of valuation of an intangible asset, or no clear market value, management will use valuation techniques to determine the value. This will require assumptions and estimates to be made.
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain software and IT equipment.
Contingent consideration arising on business combinations
Contingent consideration is payable based on the future performance of an acquisition to the former shareholders. The likelihood of payment and ultimate value payable are a matter of judgement.
Contingent Consideration occurs in the circumstances where an element of the consideration for an acquired business is determined based upon one or more criteria that are achievable in future periods. The most commonly applied is the achievement of forecast profitability. A defined value of consideration will be payable based on such achievement, and any underperformance against those targets will be credited back to the Income Statement.
Judgements
The following are the significant judgements used in applying the accounting policies of the Group that have the most significant effect on the financial information:
Capitalisation of development expenditure
The Group applies judgement in determining whether internal research and development projects meet the qualifying criteria set out in IAS 38 for the capitalisation of development expenditure as internally generated intangible assets. The particular uncertainty and judgment centres around whether a project will be commercially successful, particularly in the pre-revenue phase.
1. Segmental reporting
Operating segments
Management identifies its operating segments based on the Group's service lines, which represent the main product and services provided by the Group. The Group's three main operating segments, which are all in the UK, are:
-- Comparison services -- Compliance consultancy for the legal sector -- All other segments which includes head office functions.
Any inter-segment indebtedness is excluded when arriving at the assets and liabilities for each segment. Consolidation items such as goodwill and intangibles sit within 'Other'.
Comparison Compliance Other Total
GBP'000s GBP'000s GBP'000s GBP'000s
---------------------------- ---------- ---------- --------- ---------
For the year ended 31 March
2016
---------------------------- ---------- ---------- --------- ---------
Revenue 19,657 1,001 - 20,658
---------------------------- ---------- ---------- --------- ---------
Operating profit 4,191 394 (1,210) 3,375
---------------------------- ---------- ---------- --------- ---------
Total assets 5,745 604 7,665 14,014
---------------------------- ---------- ---------- --------- ---------
Total liabilities 3,280 168 3,381 6,829
---------------------------- ---------- ---------- --------- ---------
For the year ended 31 March
2017
---------------------------- ---------- ---------- --------- ---------
Revenue 21,357 903 - 22,260
---------------------------- ---------- ---------- --------- ---------
Operating profit 4,858 129 (1,142) 3,845
---------------------------- ---------- ---------- --------- ---------
Total assets 5,623 264 17,681 23,568
---------------------------- ---------- ---------- --------- ---------
Total liabilities 3,713 140 10,462 14,315
---------------------------- ---------- ---------- --------- ---------
Revenues from customers who contributed more than 10% of revenues were as follows:
2017 2016
GBP000's GBP000's
--------- ---------
1 3,523 3,768
--------- ---------
2 2,785 -
--------- ---------
3 2,606 2,178
--------- ---------
2. Operating profit
2017 2016
Operating profit is stated after charging: GBP000's GBP000's
---------------------------------------------- --------- ---------
Fees payable to the Group's auditors for
the audit of the annual financial statements 27 12
---------------------------------------------- --------- ---------
Fees payable to the Group's auditors and
its associates for other services to the
Group:
---------------------------------------------- --------- ---------
- Audit of the accounts of subsidiaries 20 20
---------------------------------------------- --------- ---------
- Tax compliance services 7 7
---------------------------------------------- --------- ---------
- Other services 2 -
---------------------------------------------- --------- ---------
Amortisation 599 486
---------------------------------------------- --------- ---------
Depreciation 271 228
---------------------------------------------- --------- ---------
Operating lease rentals payable:
---------------------------------------------- --------- ---------
- Office and equipment 53 58
---------------------------------------------- --------- ---------
3. Exceptional administrative expenses
2017 2016
GBP000's GBP000's
---------------------------------------------- --------- ---------
Acquisition expenses 386 52
---------------------------------------------- --------- ---------
Adjustment to expected deferred consideration - 333
---------------------------------------------- --------- ---------
386 385
---------------------------------------------- --------- ---------
4. Directors and employees
The aggregate payroll costs of the employees, including both management and Executive Directors, were as follows:
2017 2016
GBP000's GBP000's
---------------------- --------- ---------
Staff costs
---------------------- --------- ---------
Wages and salaries 3,115 3,008
---------------------- --------- ---------
Social security costs 471 284
---------------------- --------- ---------
Pension costs 51 2
---------------------- --------- ---------
3,637 3,294
---------------------- --------- ---------
Average monthly number of persons employed by the Group during the year was as follows:
2017 2016
Number Number
--------------- ------- -------
By activity:
--------------- ------- -------
Production 22 22
--------------- ------- -------
Distribution 20 15
--------------- ------- -------
Administrative 18 16
--------------- ------- -------
Management 10 8
--------------- ------- -------
70 61
--------------- ------- -------
2017 2016
GBP000's GBP000's
----------------------------------- --------- ---------
Remuneration of Directors
----------------------------------- --------- ---------
Emoluments for qualifying services 628 826
----------------------------------- --------- ---------
Pension contributions 2 -
----------------------------------- --------- ---------
Social security costs 89 62
----------------------------------- --------- ---------
719 888
----------------------------------- --------- ---------
2017 2016
GBP000's GBP000's
---------------------- --------- ---------
Highest paid Director
---------------------- --------- ---------
Remuneration 251 260
---------------------- --------- ---------
The highest paid Director received share options as shown in the Directors' report on page 22.
A breakdown of the emoluments for Directors can be found in the Directors' report on page 22.
Key management personnel are identified as the Executive Directors.
Share options have been issued to Directors during the 2017 financial year see page 23. No share options have been exercised by any of the Directors, and payments of pensions contributions have been made on behalf of Directors (see page 39).
5. Finance income
2017 2016
GBP000's GBP000's
-------------- --------- ---------
Bank interest 12 9
-------------- --------- ---------
6. Finance costs
2017 2016
GBP000's GBP000's
----------------------------------------- --------- ---------
Interest on borrowings (83) (63)
----------------------------------------- --------- ---------
Exceptional Finance costs
----------------------------------------- --------- ---------
NPV adjustment of deferred consideration (318) (240)
----------------------------------------- --------- ---------
7. Taxation
2017 2016
Analysis of credit in year GBP000's GBP000's
-------------------------------------- --------- ---------
Current tax
-------------------------------------- --------- ---------
United Kingdom
-------------------------------------- --------- ---------
UK corporation tax on profits for the
year 608 765
-------------------------------------- --------- ---------
Deferred tax
-------------------------------------- --------- ---------
United Kingdom
-------------------------------------- --------- ---------
Origination and reversal of temporary
differences (27) (61)
-------------------------------------- --------- ---------
Corporation tax charge 581 704
-------------------------------------- --------- ---------
The differences are explained as follows:
2017 2016
GBP000's GBP000's
---------------------------------------------- --------- ---------
Profit before tax 3,456 3,081
---------------------------------------------- --------- ---------
UK corporation tax rate 20% 20%
---------------------------------------------- --------- ---------
Expected tax expense 691 616
---------------------------------------------- --------- ---------
Adjustments relating to prior year (113) -
---------------------------------------------- --------- ---------
Adjustment for changes in tax rate (2) (9)
---------------------------------------------- --------- ---------
Adjustment for additional R&D tax relief (159) (109)
---------------------------------------------- --------- ---------
Adjustment for non-deductible expenses
---------------------------------------------- --------- ---------
- Expenses not deductible for tax purposes 164 179
---------------------------------------------- --------- ---------
- Other permanent differences - 27
---------------------------------------------- --------- ---------
Income tax charge 581 704
---------------------------------------------- --------- ---------
Deferred tax
2017 2016
GBP000's GBP000's
--------------------------------------------------- --------- ---------
Deferred tax liabilities at applicable
rate for the period of 20%:
--------------------------------------------------- --------- ---------
Opening balance at 1 April 438 499
--------------------------------------------------- --------- ---------
- Property, plant and equipment and capitalised
development spend temporary differences 10 (43)
--------------------------------------------------- --------- ---------
- Deferred tax recognised on acquisitions
of Legal Eye and Conveyancing Alliance
(note 28) 644 (18)
--------------------------------------------------- --------- ---------
Deferred tax liabilities - closing balance
at 31 March 1,092 438
--------------------------------------------------- --------- ---------
8. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to Ordinary Shareholders by the weighted average number of Ordinary Shares outstanding during the year.
Basic earnings per share
2017 2016
GBP GBP
--------------------------------- ------ ------
Total basic earnings per share 0.0443 0.0367
--------------------------------- ------ ------
Total diluted earnings per share 0.0421 0.0351
--------------------------------- ------ ------
The earnings and weighted average number of Ordinary Shares used in the calculation of basic earnings per share were as follows:
2017 2016
GBP000's GBP000's
------------------------------------------ --------- ---------
Earnings used in the calculation of total
basic and diluted earnings per share 2,875 2,377
------------------------------------------ --------- ---------
2017 2016
Number of shares Number Number
------------------------------------------- ---------- ----------
Weighted average number of Ordinary Shares
for the purposes of basic earnings per
share 64,828,057 64,735,539
------------------------------------------- ---------- ----------
Taking the Group's share options and warrants into consideration in respect of the Group's weighted average number of ordinary shares for the purposes of diluted earnings per share, is as follows:
2017 2016
Number of shares Number Number
----------------------------------------------- ---------- ----------
Dilutive (potential dilutive) effect of
share options, conversion shares and warrants 3,542,525 3,039,893
----------------------------------------------- ---------- ----------
Weighted average number of ordinary shares
for the purposes of diluted earnings per
share 68,370,582 67,775,432
----------------------------------------------- ---------- ----------
9. Subsidiaries
Details of the Group's subsidiaries are as follows:
% ownership
held by the
group
------------- ---------------------------- ----------- --------------- --------------
Place of
Name of Class incorporation
subsidiary Principal activity of shares and operation 2017 2016
------------- ---------------------------- ----------- --------------- ------ ------
Development and hosting
United Legal of internet based software
Services applications for legal England
Limited services businesses Ordinary & Wales 100% 100%
------------- ---------------------------- ----------- --------------- ------ ------
Development and hosting
United Home of internet based software
Services applications for property England
Limited services businesses Ordinary & Wales 100% 100%
------------- ---------------------------- ----------- --------------- ------ ------
Compliance consultancy
Legal-Eye services England
Limited for solicitors Ordinary & Wales 100% 100%
------------- ---------------------------- ----------- --------------- ------ ------
Conveyancing
Alliance
(Holdings) Intermediary non-trading England
Limited holding company Ordinary & Wales 100% -
------------- ---------------------------- ----------- --------------- ------ ------
Development and hosting
Conveyancing of internet based software
Alliance applications for legal England
Limited services businesses Ordinary & Wales 100% -
------------- ---------------------------- ----------- --------------- ------ ------
10. Goodwill
2017 2016
GBP000's GBP000's
----------------------------------- --------- ---------
Opening value at 1 April 4,524 4,524
----------------------------------- --------- ---------
Acquired in the year (see note 28) 6,484 -
----------------------------------- --------- ---------
Closing value at 31 March 11,008 4,524
----------------------------------- --------- ---------
ULS Technology CGU
All of the carrying amount of goodwill acquired prior to 31 March 2014 is allocated to the cash generating unit (CGU) of the ULS Technology group of companies.
The recoverable amount of the ULS Technology CGU has been determined from value in use calculations based on cash flow projections from a formally approved 12 month forecast which has been extrapolated out over a five-year period.
Other major assumptions are as follows:
2017 2016
Impairment review date % %
--------------------------------------- ---- ----
Discount rate 12.0 12.0
--------------------------------------- ---- ----
Growth assumptions used to extrapolate
one-year budget forecast:
--------------------------------------- ---- ----
- 2 years 1.0 1.0
--------------------------------------- ---- ----
- 3 years 1.0 1.0
--------------------------------------- ---- ----
- 4 years 1.0 1.0
--------------------------------------- ---- ----
- 5 years 1.0 1.0
--------------------------------------- ---- ----
Discount rates are based on management's assessment of specific risks related to the CGU. Growth rates beyond the first year to year five are based on economic data for the wider economy, and represent a prudent expectation of growth.
The recoverable amount for the ULS Technology CGU exceeds its carrying amount by the following amounts in each year assessed:
2017 2016
GBP'000 GBP'000
------------------------------------------- -------- --------
Amount by which recoverable amount exceeds
carrying amount 11,790 11,447
------------------------------------------- -------- --------
The Directors believe that any reasonable possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.
Legal Eye CGU
The recoverable amount of the Legal Eye CGU has been determined from value in use calculations based on cash flow projections from a formally approved 24 month forecast which has been extrapolated out over a five-year period followed by a perpetuity.
Other major assumptions are as follows:
2017 2016
Impairment review date % %
--------------------------------------- ---- ----
Discount rate 12.0 12.0
--------------------------------------- ---- ----
Growth assumptions used to extrapolate
2 year budget forecast:
--------------------------------------- ---- ----
- 3 years 1.0 1.0
--------------------------------------- ---- ----
- 4 years 1.0 1.0
--------------------------------------- ---- ----
- 5 years 1.0 1.0
--------------------------------------- ---- ----
- Terminal Value 1.0 1.0
--------------------------------------- ---- ----
Discount rates are based on management's assessment of specific risks related to the CGU. Growth rates beyond the first year are based on economic data for the wider economy, and represent a prudent expectation of growth.
The recoverable amount for the Legal Eye CGU exceeds its carrying amount by the following amounts in each year assessed:
2017 2016
GBP'000 GBP'000
------------------------------------------- -------- --------
Amount by which recoverable amount exceeds
carrying amount 1,859 1,932
------------------------------------------- -------- --------
The Directors believe that any reasonable possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.
Conveyancing Alliance CGU
The recoverable amount of the Conveyancing Alliance CGU has been determined from value in use calculations based on cash flow projections from a formally approved 24 month forecast which has been extrapolated out over a five-year period followed by a perpetuity.
Other major assumptions are as follows:
2017
Impairment review date %
--------------------------------------- ----
Discount rate 15.8
--------------------------------------- ----
Growth assumptions used to extrapolate
2 year budget forecast:
--------------------------------------- ----
- 3 years 1.0
--------------------------------------- ----
- 4 years 1.0
--------------------------------------- ----
- 5 years 1.0
--------------------------------------- ----
- Terminal Value 1.0
--------------------------------------- ----
Discount rates are based on management's assessment of specific risks related to the CGU. Growth rates beyond the first year are based on economic data for the wider economy, and represent a prudent expectation of growth.
The recoverable amount for the Conveyancing Alliance CGU exceeds its carrying amount by the following amounts in each year assessed:
2017
GBP'000
------------------------------------------- --------
Amount by which recoverable amount exceeds
carrying amount 241
------------------------------------------- --------
The Directors believe that any reasonable possible change in the key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.
11. AFS financial assets
2017 2016
GBP'000 GBP'000
-------------------------- -------- --------
Opening value at 1 April 100 100
-------------------------- -------- --------
Closing value at 31 March 100 100
-------------------------- -------- --------
The Group acquired 15% of Financial Eye on 27 February 2015 as a separately identifiable part of the transaction in which Legal Eye was acquired.
12. Investment in associates
2016 2015
GBP'000 GBP'000
------------------------------- -------- --------
Opening value at 1 April 575 -
------------------------------- -------- --------
35% interest in HOA 575
------------------------------- -------- --------
Share of losses for the period (26) -
------------------------------- -------- --------
Closing value at 31 March 549 575
------------------------------- -------- --------
The Group acquired 35% of HOA on 29 February 2016. HOA's place of incorporation and operation is in the UK.
13. Intangible assets
Capitalised Acquired Customer
development technology and supplier
expenditure platform relationships Brands Total
GBP000's GBP000's GBP000's GBP000's GBP000's
------------------------------------- ------------ ----------- -------------- --------- ---------
Cost
------------------------------------- ------------ ----------- -------------- --------- ---------
At 1 April 2015 2,401 - 1,071 226 3,698
------------------------------------- ------------ ----------- -------------- --------- ---------
Additions 285 - - - 285
------------------------------------- ------------ ----------- -------------- --------- ---------
Disposals (11) - - - (11)
------------------------------------- ------------ ----------- -------------- --------- ---------
At 31 March 2016 2,675 - 1,071 226 3,972
------------------------------------- ------------ ----------- -------------- --------- ---------
Additions 642 - - - 642
------------------------------------- ------------ ----------- -------------- --------- ---------
Acquired within business combination
(note 28) 130 1,117 2,548 342 4,137
------------------------------------- ------------ ----------- -------------- --------- ---------
Disposals (29) - - - (29)
------------------------------------- ------------ ----------- -------------- --------- ---------
At 31 March 2017 3,418 1,117 3,619 568 8,722
------------------------------------- ------------ ----------- -------------- --------- ---------
Accumulated amortisation
------------------------------------- ------------ ----------- -------------- --------- ---------
At 1 April 2015 545 - 5 2 552
------------------------------------- ------------ ----------- -------------- --------- ---------
Charge 395 - 68 23 486
------------------------------------- ------------ ----------- -------------- --------- ---------
Disposals (11) - - - (11)
------------------------------------- ------------ ----------- -------------- --------- ---------
At 31 March 2016 929 - 73 25 1,027
------------------------------------- ------------ ----------- -------------- --------- ---------
Charge 395 36 135 33 599
------------------------------------- ------------ ----------- -------------- --------- ---------
Acquired within business combination
(note 28) 61 - - - 61
------------------------------------- ------------ ----------- -------------- --------- ---------
Disposals (29) - - - (29)
------------------------------------- ------------ ----------- -------------- --------- ---------
At 31 March 2017 1,356 36 208 58 1,658
------------------------------------- ------------ ----------- -------------- --------- ---------
Net book value
------------------------------------- ------------ ----------- -------------- --------- ---------
At 1 April 2015 1,856 - 1,066 224 3,146
------------------------------------- ------------ ----------- -------------- --------- ---------
At 31 March 2016 1,746 - 998 201 2,945
------------------------------------- ------------ ----------- -------------- --------- ---------
At 31 March 2017 2,062 1,081 3,411 510 7,064
------------------------------------- ------------ ----------- -------------- --------- ---------
Amortisation is included within administrative expenses.
14. Property, plant and equipment
Leasehold Computer Fixtures
improvements equipment and fittings Total
GBP000's GBP000's GBP000's GBP000's
------------------------- ------------- ---------- ------------- ---------
Cost
------------------------- ------------- ---------- ------------- ---------
At 1 April 2015 569 505 77 1,151
------------------------- ------------- ---------- ------------- ---------
Additions 0 42 9 51
------------------------- ------------- ---------- ------------- ---------
Disposals - (118) (1) (119)
------------------------- ------------- ---------- ------------- ---------
At 31 March 2016 569 429 84 1,082
------------------------- ------------- ---------- ------------- ---------
Additions 0 280 1 281
------------------------- ------------- ---------- ------------- ---------
Acquired within business
combination
(note 28) - 40 8 48
------------------------- ------------- ---------- ------------- ---------
Disposals - (130) (9) (139)
------------------------- ------------- ---------- ------------- ---------
At 31 March 2017 569 619 84 1,272
------------------------- ------------- ---------- ------------- ---------
Accumulated depreciation
------------------------- ------------- ---------- ------------- ---------
At 1 April 2015 173 290 23 486
------------------------- ------------- ---------- ------------- ---------
Charge 119 93 16 228
------------------------- ------------- ---------- ------------- ---------
Disposals - (116) (1) (117)
------------------------- ------------- ---------- ------------- ---------
At 31 March 2016 292 267 38 597
------------------------- ------------- ---------- ------------- ---------
Charge 119 136 16 271
------------------------- ------------- ---------- ------------- ---------
Acquired within business
combination
(note 28) 20 2 22
------------------------- ------------- ---------- ------------- ---------
Disposals - (130) (4) (134)
------------------------- ------------- ---------- ------------- ---------
At 31 March 2017 411 293 52 756
------------------------- ------------- ---------- ------------- ---------
Net book value
------------------------- ------------- ---------- ------------- ---------
At 1 April 2015 396 215 54 665
------------------------- ------------- ---------- ------------- ---------
At 31 March 2016 277 162 46 485
------------------------- ------------- ---------- ------------- ---------
At 31 March 2017 158 326 32 516
------------------------- ------------- ---------- ------------- ---------
15. Inventories
2017 2016
GBP'000 GBP'000
----------------- -------- --------
Work in progress 40 22
----------------- -------- --------
16. Trade and other receivables
2017 2016
GBP'000 GBP'000
------------------------------------------ -------- --------
Current assets
------------------------------------------ -------- --------
Trade receivables 1,179 1,046
------------------------------------------ -------- --------
Other receivables 282 57
------------------------------------------ -------- --------
Pre-payments 215 198
------------------------------------------ -------- --------
1,676 1,301
------------------------------------------ -------- --------
Non-current assets
------------------------------------------ -------- --------
Pre-payments 173 181
------------------------------------------ -------- --------
Long-term receivables (loans to associate
and EBT) 200 100
------------------------------------------ -------- --------
373 281
------------------------------------------ -------- --------
The Directors consider the carrying value of trade and other receivables is approximate to its fair value.
Details of the Group's exposure to credit risk is given in Note 21.
17. Cash and cash equivalents
2017 2016
GBP'000 GBP'000
------------------- -------- --------
Cash at bank (GBP) 2,242 3,781
------------------- -------- --------
At March 2017 and 2016 all significant cash and cash equivalents were deposited with major clearing banks in the UK with at least an 'A' rating.
18. A) Share capital
Allotted, issued and fully paid
The Company has one class of Ordinary share which carries no right to fixed income nor has any preferences or restrictions attached.
2017 2016
--------------------------- -------------------- --------------------
No GBP000's No GBP000's
--------------------------- ---------- -------- ---------- --------
Ordinary shares of GBP0.40
each 64,828,057 259 64,828,057 259
--------------------------- ---------- -------- ---------- --------
64,828,057 259 64,828,057 259
--------------------------- ---------- -------- ---------- --------
As regards income and capital distributions, all categories of shares rank pari passu as if the same constituted one class of share.
2017 2016
Number Number
----------------------------- ---------- ----------
Shares issued and fully paid
----------------------------- ---------- ----------
Beginning of the year 64,828,057 64,727,875
----------------------------- ---------- ----------
New shares issue - 100,182
----------------------------- ---------- ----------
Shares issued and fully paid 64,828,057 64,828,057
----------------------------- ---------- ----------
On 4 March 2016, the Company issued 100,182 new ordinary shares of 0.4p with a share premium of GBP54,600. The issue of shares was in part consideration for the investment in HomeOwners Alliance Limited (see note 12).
Allotments during the year
Par value
Year ended March 2017 Number GBP000's
--------------------- ------ ---------
Share issue - -
--------------------- ------ ---------
Par value
Year ended March 2016 Number GBP000's
---------------------- ------- ---------
Share issue 100,182 -
---------------------- ------- ---------
18. B) Share-based payments
Ordinary share options:
The Group operates an EMI share option scheme to which the Executive Directors and employees of the Group may be invited to participate by the remuneration committee. Options are exercisable at a price equal to the closing price of the Company's share on the day prior to the date of grant. The options vest in three equal tranches, three, four and five years after date of grant. The options are settled in equity once exercised. Where the individual limits for an EMI scheme the options will be treated as unapproved but within the same scheme rules.
If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Group before the options vest.
Options were valued using the Black-Scholes option-pricing model. The following table shows options issued which were outstanding as at 31 March 2017:
Share Options
price in issue
Exercise at date as
price of grant 31 March
Date of grant (GBP) (GBP) 2017
----------------- -------- --------- ---------
18 August 2014 0.4000 0.4800 938,542
----------------- -------- --------- ---------
28 November 2014 0.3950 0.3950 970,918
----------------- -------- --------- ---------
30 March 2015 0.4750 0.4750 647,279
----------------- -------- --------- ---------
21 August 2015 0.5350 0.5350 77,670
----------------- -------- --------- ---------
4 March 2016 0.5600 0.5600 64,828
----------------- -------- --------- ---------
7 November 2016 0.7025 0.7025 621,466
----------------- -------- --------- ---------
21 December 2016 0.7675 0.7675 1,231,661
----------------- -------- --------- ---------
The Group recognised total expenses of GBP72,000 (2016: GBP57,000) related to share options accounted for as equity-settled share-based payment transactions during the year.
A reconciliation of option movements over the year to 31 March 2017 is shown below:
As at 31 March As at 31 March
2017 2016
--------------------------- ---------------------- ----------------------
Weighted Weighted
average average
exercise exercise
Number price Number price
of options GBP of options GBP
--------------------------- ----------- --------- ----------- ---------
Outstanding at 1 April 3,178,218 0.43 2,912,739 0.41
--------------------------- ----------- --------- ----------- ---------
Granted 1,853,127 0.76 278,424 0.54
--------------------------- ----------- --------- ----------- ---------
Forfeited prior to vesting (466,036) 0.44 (12,945) 0.40
--------------------------- ----------- --------- ----------- ---------
Exercised (12,945) 0.40 - -
--------------------------- ----------- --------- ----------- ---------
Outstanding at 31 March 4,552,364 0.56 3,178,218 0.43
--------------------------- ----------- --------- ----------- ---------
19. Trade and other payables
2017 2016
GBP000's GBP000's
----------------------------- --------- ---------
Trade payables 2,039 2,209
----------------------------- --------- ---------
PAYE and social security 100 82
----------------------------- --------- ---------
VAT 586 423
----------------------------- --------- ---------
Other creditors 21 21
----------------------------- --------- ---------
Accruals and deferred income 494 510
----------------------------- --------- ---------
Deferred consideration 989 989
----------------------------- --------- ---------
4,229 4,234
----------------------------- --------- ---------
20. Borrowings
2017 2016
GBP000's GBP000's
---------------------------- --------- ---------
Secured - at amortised cost
---------------------------- --------- ---------
- Bank loan 5,750 890
---------------------------- --------- ---------
5,750 890
---------------------------- --------- ---------
Current 2,000 720
---------------------------- --------- ---------
Non-current 3,750 170
---------------------------- --------- ---------
5,750 890
---------------------------- --------- ---------
Summary of borrowing arrangements:
-- The Group fully repaid a term loan with Clydesdale ahead of schedule in September 2016. In December 2016, it took out a 5-year term loan for GBP5 million and a GBP2 million revolving cash flow facility. Both have an initial interest rate of 1.90% above LIBOR although there is the possibility for the amount above LIBOR to reduce when certain financial criteria are met. The term loan Is subject to repayments of GBP250,000 plus accrued interest quarterly.
-- Loans are secured by way of fixed and floating charges over all assets of the Group.
-- Amounts shown represent the loan principals; accrued interest is recognised within accruals - any amounts due at the reporting date are paid within a few days.
21. Financial instruments
Classification of financial instruments
The Group has AFS financial assets (see note 11) which are measured at cost less impairment cost.
The tables below set out the Group's accounting classification of each class of its financial assets and liabilities.
Financial assets
Loans and
other receivables
------------------------------------ --------------------
2017 2016
GBP000's GBP000's
------------------------------------ --------- ---------
Loans and receivables (note 16) 1,661 1,203
------------------------------------ --------- ---------
AFS asset (note 11/12) 649 675
------------------------------------ --------- ---------
Cash and cash equivalents (note 17) 2,242 3,781
------------------------------------ --------- ---------
4,552 5,659
------------------------------------ --------- ---------
The investment in HomeOwners Alliance Limited represents a 35% equity interested in an unlisted company acquired in 2016. The investment in Financial Eye Limited represents a 15% equity interest in an unlisted company acquired in 2015. All of the above financial assets' carrying values are approximate to their fair values, as at 31 March 2017 and 2016.
Financial liabilities
Measured at
amortised cost
-------------------------------------------- --------------------
2017 2016
GBP000's GBP000's
-------------------------------------------- --------- ---------
Financial liabilities measured at amortised
cost (note 19) 2,554 2,740
-------------------------------------------- --------- ---------
Borrowings (note 20) 5,750 890
-------------------------------------------- --------- ---------
8,304 3,630
-------------------------------------------- --------- ---------
Current loan instruments are linked to LIBOR with a margin of 1.90% per annum, which is a fairly standard market rate.
Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows:
-- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-- Level 3: unobservable inputs for the asset or liability.
The Group carries none of its assets at fair value. The only financial liability carried at fair value is the contingent consideration (carried at fair value through profit or loss).
The fair value of contingent consideration related to the acquisition of Legal Eye Limited and Conveyancing Alliance Holdings Limited (see note 28) is estimated using a present value technique.
For Legal Eye Limited, the GBP989,000 fair value is using the known amount of consideration due adjusting for risk and discounting at 16.2%. The known consideration before discounting is GBP1,080,000. The discount rate used is 16.2%, based on the Group's estimated weighted average cost of capital at the reporting date, and therefore reflects the Group's credit position. Sensitivity analysis using a
+/- 1% change in the discount rate gives a fair value range of GBP985,000 to GBP994,000.
For Conveyancing Alliance Holdings Limited, the GBP2,613,000 fair value is using as estimated amount of consideration due adjusting for risk and discounting at 16.2%. The estimated consideration before discounting is GBP3,473,000. The discount rate used is 16.2%, based on the Group's estimated weighted average cost of capital at the reporting date, and therefore reflects the Group's credit position. Sensitivity analysis using a +/- 1% change in the discount rate gives a fair value range of GBP2,571,000 to GBP2,655,000.
Level 3 fair value measurements
The reconciliation of the carrying amounts of financial instruments classified within Level 3 is as follows:
Contingent consideration
-------------------------------------- --------------------------
2017 2016
GBP000's GBP000's
-------------------------------------- ------------ ------------
Balance at 1 April 2016 1,841 1,268
-------------------------------------- ------------ ------------
Acquired through business combination 2,523 -
-------------------------------------- ------------ ------------
Payments made (1,080) -
-------------------------------------- ------------ ------------
Movement in consideration - 333
-------------------------------------- ------------ ------------
Movement in NPV 318 240
-------------------------------------- ------------ ------------
Balance at 31 March 2017 3,602 1,841
-------------------------------------- ------------ ------------
Financial instrument risk exposure and management
The Group's operations expose it to degrees of financial risk that include liquidity risk, credit risk and interest rate risk.
This note describes the Group's objectives, policies and process for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented in notes 15, 16, 17, 19, and 20.
Liquidity risk
Liquidity risk is dealt with in note 22 of this financial information.
Credit risk
The Group's credit risk is primarily attributable to its cash balances and trade receivables. The Group does not have a significant concentration of risk, with exposure spread over a number of third parties.
All of the Group's trade and other receivables have been reviewed for indicators of impairment. The Group suffers a very small incidence of credit losses. However, where management views that there is a significant risk of non-payment, a specific provision for impairment is made and recognised as a deduction from trade receivables.
2017 2016
GBP000's GBP000's
--------------------- --------- ---------
Impairment provision 99 87
--------------------- --------- ---------
The amount of trade receivables past due but not considered to be impaired at 31 March is as follows:
2017 2016
GBP000's GBP000's
--------------------------------------- --------- ---------
Not more than 3 months 122 419
--------------------------------------- --------- ---------
More than 3 months but not more than 6
months 10 10
--------------------------------------- --------- ---------
More than 6 months but not more than 1
year 8 8
--------------------------------------- --------- ---------
More than one year 21 7
--------------------------------------- --------- ---------
Total 161 444
--------------------------------------- --------- ---------
The credit risk on liquid funds is limited because the third parties are large international banks with a credit rating of at least A.
The Group's total credit risk amounts to the total of the sum of the receivables and cash and cash equivalents, as described in note 16.
Interest rate risk
The Group has secured debt as disclosed in note 20. The interest on this debt is linked to LIBOR and therefore there is an interest rate risk. However, the relative amount of debt outstanding is low which limits the risk.
The balances disclosed above represent the principal debt. Interest is paid quarterly, and all interest due has either been paid at each reporting date, or is paid within a few days of that date - in the latter case, interest accrued is included within accruals.
The Group's only other exposure to interest rate risk is the interest received on the cash held on deposit, which is immaterial.
22. Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash balances to ensure the group can meet liabilities as they fall due.
In managing liquidity risk, the main objective of the Group is therefore to ensure that it has the ability to pay all of its liabilities as they fall due. The Group monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due. The table below shows the undiscounted cash flows on the group's financial liabilities as at 31 March 2017 and 2016, on the basis of their earliest possible contractual maturity.
Within Greater
Within 2-6 6-12 1-2 than
Total 2 months months months years 2 years
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
-------------------------- --------- --------- --------- --------- --------- ---------
At 31 March 2017
-------------------------- --------- --------- --------- --------- --------- ---------
Trade payables 2,039 2,039 - - - -
-------------------------- --------- --------- --------- --------- --------- ---------
Other payables 21 21 - - - -
-------------------------- --------- --------- --------- --------- --------- ---------
Accruals 494 494 - - - -
-------------------------- --------- --------- --------- --------- --------- ---------
Deferred and
contingent consideration 4,553 - - 1,080 1,453 2,020
-------------------------- --------- --------- --------- --------- --------- ---------
Loans 6,043 - 1,562 550 1,081 2,850
-------------------------- --------- --------- --------- --------- --------- ---------
13,150 2,554 1,562 1,630 2,534 4,870
-------------------------- --------- --------- --------- --------- --------- ---------
Within Greater
Within 2-6 6-12 1-2 than
Total 2 months months months years 2 years
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
-------------------------- --------- --------- --------- --------- --------- ---------
At 31 March 2016
-------------------------- --------- --------- --------- --------- --------- ---------
Trade payables 2,209 2,209 - - - -
-------------------------- --------- --------- --------- --------- --------- ---------
Other payables 21 21 - - - -
-------------------------- --------- --------- --------- --------- --------- ---------
Accruals 510 510 - - - -
-------------------------- --------- --------- --------- --------- --------- ---------
Deferred and
contingent consideration 2,160 - - 1,080 1,080 -
-------------------------- --------- --------- --------- --------- --------- ---------
Loans 918 - 379 367 172 -
-------------------------- --------- --------- --------- --------- --------- ---------
5,818 2,740 379 1.447 1,252 -
-------------------------- --------- --------- --------- --------- --------- ---------
The amounts payable for loans, as presented above, include the quarterly interest payments due in accordance with the terms described in note 20 in addition to the repayment of principal at maturity.
23. Capital management
The Group's capital management objectives are:
-- To ensure the Group's ability to continue as a going concern; and -- To provide long-term returns to shareholders.
The Group defines and monitors capital on the basis of the carrying amount of equity plus its outstanding loan notes, less cash and cash equivalents as presented on the face of the Balance Sheet and further disclosed in notes 17 and 20.
The Board of Directors monitors the level of capital as compared to the Group's commitments and adjusts the level of capital as is determined to be necessary by issuing new shares. The Group is not subject to any externally imposed capital requirements.
These policies have not changed in the year. The Directors believe that they have been able to meet their objectives in managing the capital of the Group.
The amounts managed as capital by the Group for the reporting period under review are summarised as follows:
2017 2016
GBP000's GBP000's
----------------------------------- --------- ---------
Total Equity 9,253 7,185
----------------------------------- --------- ---------
Cash and cash equivalents 2,242 3,781
----------------------------------- --------- ---------
Capital 11,495 10,966
----------------------------------- --------- ---------
Total Equity 9,253 7,185
----------------------------------- --------- ---------
Borrowings 5,750 890
----------------------------------- --------- ---------
Financing 15,003 8,075
----------------------------------- --------- ---------
Capital-to-overall financing ratio 0.77 1.36
----------------------------------- --------- ---------
24. Operating lease arrangements
The Group does not have an option to purchase any of the operating leased assets at the expiry of the lease periods.
2017 2016
Payments recognised as an expense GBP000's GBP000's
---------------------------------- --------- ---------
Minimum lease payments 53 56
---------------------------------- --------- ---------
2017 2016
Non-cancellable operating lease commitments GBP000's GBP000's
-------------------------------------------- --------- ---------
Not later than 1 year 56 52
-------------------------------------------- --------- ---------
Later than 1 year and not later than 5
years 37 85
-------------------------------------------- --------- ---------
93 137
-------------------------------------------- --------- ---------
25. Financial commitments
There are no other financial commitments.
26. Retirement benefit plans
The Group operates a defined contribution pension scheme for its employees. The pension cost charge represents contributions payable by the Group and amounted to GBP51,000 (2016: GBP2,000).
27. Related party transactions
Directors:
P Opperman
G Wicks
N Hoath
B Thompson
A Weston
J Williams
For remuneration of Directors please see note 4 and the more detailed disclosures in the Directors' Report on page 22.
Dividends paid to Directors are as follows:
2017 2016
GBP000's GBP000's
--------------- --------- ---------
Peter Opperman 35 76
--------------- --------- ---------
Geoff Wicks 1 1
--------------- --------- ---------
Nigel Hoath 100 422
--------------- --------- ---------
Ben Thompson - -
--------------- --------- ---------
Andrew Weston 17 36
--------------- --------- ---------
John Williams 1 1
--------------- --------- ---------
28. Business combinations
During the year, the Group acquired 100% of the issued ordinary share capital of Conveyancing Alliance Holdings Limited and its 100% subsidiary Conveyancing Alliance Limited, companies incorporated in England and Wales:
Proportion
of voting
equity
interest
Date of acquired Consideration
Principal activity acquisition (%) transferred
--------------------------------- ------------- ---------- -------------
Conveyancing comparison software 19 Dec
and services 16 100% 10,552,000
--------------------------------- ------------- ---------- -------------
The primary purpose of the acquisition of Conveyancing Alliance Limited was to enhance the earnings of the Group and its market share in the conveyancing comparison market.
Consideration transferred
GBP000's
------------------------- --------
Cash 8,029
------------------------- --------
Contingent consideration 2,523
------------------------- --------
Total consideration 10,552
------------------------- --------
Assets acquired and liabilities recognised at the date of acquisition:
GBP000's
---------------------------- --------
Current assets
---------------------------- --------
Cash and cash equivalents 1,040
---------------------------- --------
Trade and other receivables 221
---------------------------- --------
Non-current assets
---------------------------- --------
Goodwill 6,484
---------------------------- --------
Intangible assets 4,076
---------------------------- --------
Tangible assets 26
---------------------------- --------
Current liabilities
---------------------------- --------
Trade and other payables (598)
---------------------------- --------
Non-current liabilities
---------------------------- --------
Deferred tax (697)
---------------------------- --------
10,552
---------------------------- --------
Goodwill is primarily related to growth expectations, expected future profitability, the skill and expertise of Conveyancing Alliance's workforce and expected synergies. Goodwill is not expected to be deductible for tax.
The contingent consideration is based on a range of between 0.5 and 1.75 times annualised PBT of Conveyancing Alliance for the period between completion to 31 March 2018 and also for the 12 months ending 31 March 2019. The undiscounted value of this element of the consideration has been estimated at GBP3,473,000. The total undiscounted consideration including that already paid is capped at GBP13,329,000.
Net cash inflow on acquisition of subsidiaries
2017
GBP000's
------------------------------------------------- ---------
Consideration paid in cash 8,029
------------------------------------------------- ---------
Less: cash and cash equivalent balances acquired (1,040)
------------------------------------------------- ---------
6,989
------------------------------------------------- ---------
The acquiree has been included in the consolidated financial information for the first time in 2017, with revenue of GBP1,446,000 and a net profit of GBP239,000 included. If the acquiree had been in the group from 1 April 2016, Group Revenues would have been GBP26,012,000 and net profit would have been GBP3,625,000.
Acquisition-related expenses of GBP212,000 were incurred in the acquisition of Conveyancing Alliance. These are included within exceptional admin expenses in the consolidated income statement.
29. Contingent liabilities
The Directors are not aware of any contingent liabilities within the Group or the Company at 31 March 2017 and 2016.
30. Ultimate controlling party
The Directors do not consider there to be an ultimate controlling party.
31. Events after the balance sheet date
There have been no reportable subsequent events between 31 March 2017 and the date of signing this report.
32. Dividends paid
2017 2016
GBP000's GBP000's
------------------------------------------- --------- ---------
Final Dividend for the year ended 31 March
2016 of 0.26p (2016: 1.00p) per share 168 647
------------------------------------------- --------- ---------
1st Interim Dividend 1.10p (2016: 1.05p)
per share 711 680
------------------------------------------- --------- ---------
2nd Interim Dividend 0.0p (2016: 0.79p)
per share - 511
------------------------------------------- --------- ---------
Total dividends paid 879 1,838
------------------------------------------- --------- ---------
As well as the dividends paid as shown in the table above, the Board proposes a final dividend of GBP711,000 (1.10 pence per share) in respect of the year ended 31 March 2017 and subject to approval at the Annual General Meeting. As the final dividend is declared after the balance sheet date it is not recognised as a liability in these financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UNUBRBWANUAR
(END) Dow Jones Newswires
June 27, 2017 02:00 ET (06:00 GMT)
1 Year Uls Technology Chart |
1 Month Uls Technology Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
