TIDMULS
RNS Number : 1092J
ULS Technology PLC
03 December 2018
ULS Technology plc
(The "Group" or the "Company")
Half Yearly Report
"Gains in market share drive increases in revenue, profits and
dividends"
ULS Technology plc (AIM: ULS), the provider of online B2B
platforms for the UK conveyancing and financial intermediary
markets, announces its half yearly results for the six months to 30
September 2018.
The Group continued to increase its market share and grow
revenue and profits during the period despite housing market
transactions being lower year-on-year.
Financial Highlights
-- Revenue increased by 3% to GBP15.79m (H1 2017: GBP15.28m)
-- Underlying Profit before Tax(1) increased by 6% to GBP2.89m (H1 2017: GBP2.74m)
-- Adjusted basic EPS(1) increased by 7% to 3.73p (H1 2017: 3.49p)
-- Net debt and equivalents of GBP3.4m as at 30 September 2018 (FY 2017: GBP2.3m)
o Payment of contingent consideration of GBP2.9m in the
period
-- Interim dividend of 1.20p per share, an increase of 4% on the same period last year
(1) . Before acquisition intangibles, amortisation and
exceptional costs. Exceptional costs of GBP0.32m relate to the NPV
movement in the estimated earn-out payable for the acquisition of
CAL.
Operating Highlights
-- Further growth in market share particularly, within the re-mortgage transaction segment
-- Continued expansion of the sales team, focusing on intermediary market
-- Key elements of "DigitalMove" project fully developed and ready for launch in January 2019
Post Period Events
-- New conveyancing Services agreed with Hunters Estate Agents and Which? Mortgage Advisers
o Further strengthening customer base and routes to market
-- Strengthening of the Board with Martin Rowland joining as a NED
o Adds significant expertise and knowledge base
Steve Goodall, Chief Executive of ULS Technology plc,
commented:
"We are pleased with our performance in the first half of the
year especially given the wider economic environment. We once again
outperformed the market in both transactional and re-mortgage
volumes.
"We also increased our sales resource during the period and have
concentrated both on increasing the number of advisers who use our
systems and how often they use them. We will continue to focus in
this area over the coming months and expect these efforts to
continue to deliver new contract wins.
"We have a number of new products in development and have many
active conversations with various parties throughout the industry,
where there is widespread interest in how to improve the customer
journey. We are particularly excited about DigitalMove, which will
be launched in January 2019 and will be a major step forward in the
way that many consumers interact with their conveyancer."
Enquiries:
ULS Technology plc Tel: 01844 262392
Geoff Wicks, Chairman
Steve Goodall, CEO
John Williams, Finance Director
Numis Securities Limited (Nomad & Tel: 0207 260 1000
Broker)
Stuart Skinner / Paul Gillam, Corporate
Advisory
Michael Burke, Corporate Broking
Walbrook PR Limited ulsgroup@walbrookpr.com or Tel: 020
7933 8780
Paul Cornelius
Helen Cresswell
Sam Allen
Nick Rome
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) prior to its release as part of this
announcement.
Chief Executive's Report
This has been my first reporting period as CEO of the Group and
it has been a successful one in the face of market uncertainty on
many fronts. Over the last decade or so, we have forged close
working relationships with a growing number of the most successful
mortgage intermediaries and lenders. These relationships, together
with our continued investment in technology and customer service,
have underpinned our strong performance during the period.
It has therefore been an exciting time to take on the CEO role.
There is a real desire in the markets in which we operate to make
the home-moving experience better for everyone. We are helping to
drive this process and are having discussions with a variety of
parties across the industry as to how we can make this happen.
These developments have the potential to underpin organic growth
and the overall health of the Group for many years to come.
A prime driver behind this will be our launch of DigitalMove in
January 2019. DigitalMove is a customer focussed online platform
that enables the customer to communicate with their conveyancer in
a user-friendly, digital environment which is safe and secure with
the potential to take weeks off the house-moving process. Following
the planned launch, we are working to a roadmap of product
enhancements that will be rapidly delivered and rolled out across
all of our distribution base and beyond as DigitalMove has the
potential to open up new markets and new customers for the Group as
well as enhancing the home-moving experience for our existing
customers.
Strategy
The Group's strategy remains to grow market share and value
though focusing on continual improvement, innovation and quality,
while being alive to potential acquisitions.
The tactics to achieve this strategy are:
-- Focus on our distribution. We have an enviable list of
distributors who promote our platforms and we have increased
resource to ensure there is complete focus on our distribution.
This guarantees that we are in regular contact with them and that
they receive the service and products that they need and
expect.
-- Product development. The Group has always been innovative. However, during this year we have significantly increased resource in our product development team as we look to accelerate delivery of new products. This will accelerate the launch and development of DigitalMove, as well as other new products for lenders and New Build, without compromising enhancements to our existing comparison platforms.
-- Acquisitions. Although not completing any acquisitions in the
reporting period it remains a key part of our growth strategy and
we will continue to seek and pursue opportunities.
Non-IFRS Profit Measures
In the Financial Highlights above we show the movement in
Underlying Profit before Tax. This is a non-IFRS profit measure and
the table below shows how that measure is arrived at from IFRS
profit.
Underlying Profit before Tax
6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
GBP'000 GBP'000 GBP'000
Reported PBT 2,296 626 2,735
Amortisation of intangible
assets arising on acquisition 270 240 540
Exceptional costs
Acquisition activity costs - 77 85
Adjustment of contingent
consideration 323 1,795 2,153
2,889 2,738 5,513
------------ ----------- -------------
Underlying Profit after Tax
6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
GBP'000 GBP'000 GBP'000
Underlying Profit before
tax 2,889 2,738 5,513
Tax on profit on ordinary
activities (434) (438) (769)
Tax relating to amortisation
of intangibles arising on
acquisition (48) (42) (96)
2,407 2,258 4,648
------------ ----------- -------------
We believe that providing details of how these non-IFRS profit
measures are calculated by reference to the IFRS profit number
helps aid the understanding of the movement in the IFRS number as
well as giving an indication to the long-term profitability and
cash generating ability of the Group.
Interim Dividend
The Company is pleased to announce that it will pay an interim
dividend of 1.20 pence per share; this is a four per cent increase
on the dividend paid for the six months to 30 September 2018. The
dividend record date is 14 December 2018, and the dividend is
expected to be paid on 4 January 2019.
Board Changes
We have recently announced the appointment of Martin Rowland as
Non-Executive Director. Martin will Chair the Audit Committee as
well as being a member of the Remuneration and Nominations
Committees.
Outlook
The macro-economic environment for the last few months has been
uncertain. This has fed through to a reduction in housing activity.
The feeling in the market is that some potential house buyers are
sitting on their hands until there is greater clarity over economic
prospects and house prices before entering the market. It seems
certain that Brexit is the main driver behind this uncertainty. As
things become clearer during 2019, we expect market activity to
return to normal levels.
The medium-term prospects for technology providers to the
housing market remain positive and therefore we will continue to
invest in both sales and product to deliver long-term profitable
growth.
Steve Goodall
Chief Executive Officer
UNAUDITED INCOME STATEMENT
Six months to 30 September 2018
Note 6 months 6 months Year ended
to 30 Sep to 30 Sep 31 Mar 2018
2018 2017
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
Revenue 15,795 15,282 30,672
Cost of sales (9,189) (8,908) (18,192)
------------ ----------- -------------
Gross profit 6,606 6,374 12,480
Administrative expenses (3,928) (3,805) (7,378)
Operating profit before
exceptional expenses 2,678 2,569 5,102
Exceptional administrative
expenses 4 (323) (1,795) (2,147)
------------ ----------- -------------
Operating profit 2,355 774 2,955
Finance income 5 2 6
Finance costs (64) (73) (135)
Exceptional finance costs 4 - (77) (91)
Profit on ordinary activities
before taxation 2,296 626 2,735
Tax on profit on ordinary
activities (434) (438) (769)
------------ --------------- -------------
Profit for the financial
period 1,862 188 1,966
Basic earnings per share
(GBP) 5 0.0289 0.0029 0.0305
Diluted earnings per share
(GBP) 5 0.0274 0.0027 0.0284
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
Six months to 30 September 2018
6 months 6 months Year ended
to 30 Sep to 30 Sep 31 Mar 2018
2018 2017
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
Profit for the period 1,862 188 1,966
Total comprehensive income
for the period 1,862 188 1,966
=========== =========== =============
UNAUDITED BALANCE SHEET
At 30 September 2018
Note 30 Sep 2018 30 Sep 31 Mar 2018
2017
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
NON-CURRENT ASSETS
Intangible assets 6,510 6,890 6,720
Goodwill 11,008 11,008 11,008
AFS financial assets 100 100 100
Investment in Associates 566 543 547
Property, plant and equipment 380 387 272
Long-term receivables 200 200 200
Prepayments 182 127 153
----------- --------- -----------
18,946 19,255 19,000
CURRENT ASSETS
Inventory 46 43 55
Trade and other receivables 2,160 2,758 1,511
Cash and cash equivalents 1,828 2,899 2,889
----------- --------- -----------
4,034 5,700 4,455
TOTAL ASSETS 22,980 24,955 23,455
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 6 259 259 259
EBT reserve (484) (474) (527)
Share premium account 4,585 4,585 4,585
Capital redemption reserve 113 113 113
Share based payment reserve 223 207 267
Retained earnings 5,603 3,573 4,643
----------- --------- -----------
TOTAL EQUITY 10,299 8,263 9,340
NON-CURRENT LIABILITIES
Borrowings 7 2,250 3,250 2,750
Contingent consideration 8 - 1,991 2,100
Deferred taxation 695 1,059 747
----------- --------- -----------
2,945 6,300 5,597
CURRENT LIABILITIES
Trade and other payables 6,422 7,888 6,184
Borrowings 7 3,000 2,000 2,000
Current tax payable 314 504 334
----------- --------- -----------
9,736 10,392 8,518
TOTAL LIABILITIES 12,681 18,692 14,115
TOTAL EQUITY AND LIABILITIES 22,980 24,955 23,455
UNAUDITED STATEMENT OF CHANGES IN EQUITY
Six months to 30 September 2018
Share-
Capital based
Share EBT reserve Share redemption payment Retained Total
capital premium reserve reserve earnings equity
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
For the period ended
30 September 2018
At 1 April 2018 259 (527) 4,585 113 267 4,643 9,340
Profit for the period - - - - - 1,862 1,862
---------- -------------- ---------- ------------- --------- ----------- ---------
Total comprehensive
income - - - - - 1,862 1,862
Purchase of shares
by EBT - (207) - - - - (207)
Exercise of options - 250 - - (16) (161) 73
Share-based payments - - - - (28) - (28)
Dividends paid - - - - - (741) (741)
---------- -------------- ---------- ------------- --------- ----------- ---------
Total transactions
with owners - 43 - - (44) (902) (903)
---------- -------------- ---------- ------------- --------- ----------- ---------
At 30 September
2018 259 (484) 4,585 113 223 5,603 10,299
For the period ended
30 September 2017
At 1 April 2017 259 - 4,585 113 151 4,145 9,253
Profit for the period - - - - - 188 188
---------- -------------- ---------- ------------- --------- ----------- ---------
Total comprehensive
income - - - - - 188 188
Purchase of shares
by EBT - (618) - - - - (618)
Exercise of options - 144 - - (17) (49) 78
Share-based payments - - - - 73 - 73
Dividends paid - - - - - (711) (711)
---------- -------------- ---------- ------------- --------- ----------- ---------
Total transactions
with owners - (474) - - 56 (760) (1,178)
---------- -------------- ---------- ------------- --------- ----------- ---------
At 30 September
2017 259 (474) 4,585 113 207 8,263
===========
3,573
========== ============== ========== ============= ========= =========== =========
For the year ended
31 March 2018
At 1 April 2017 259 - 4,585 113 151 4,145 9,253
Profit for the year - - - - - 1,966 1,966
---- -------- ------ ---- ----- -------- --------
Total comprehensive
income - - - - - 1,966 1,966
Purchase of shares
by EBT - (1,050) - - - - (1,050)
Exercise of options - 523 - - (25) (293) 205
Share-based payments - - - - 141 - 141
Deferred tax share
options - - - - - 277 277
Payment of dividends - - - - - (1,452) (1,452)
---- -------- ------ ---- ----- -------- --------
Total transactions
with owners - - - - 116 (1,468) (1,879)
---- -------- ------ ---- ----- -------- --------
At 31 March 2018 259 (527) 4,585 113 267 4,643 9,340
UNAUDITED STATEMENT OF CASH FLOWS
Six months to 30 September 2018
6 months to 30 Sep 2018 6 months to 30 Sep 2017 Year ended 31 Mar 2018
Unaudited Unaudited Audited
GBP'000s GBP'000s GBP'000s
Cash flows from operating activities
Profit before taxation 2,296 626 2,735
Finance income (3) (2) (6)
Finance costs 64 150 226
Loss on disposal of plant and - - -
equipment
Share of (profit) / loss of associate (19) 6 2
Amortisation 531 484 1,014
Depreciation 110 140 274
Share-based payments (28) 73 141
Tax paid (506) (598) (1,134)
----------------------- ----------------------- ----------------------
2,445 879 3,252
Changes in working capital
Decrease / (increase) in inventories 9 (3) (15)
(Increase) / decrease in trade and
other receivables (678) (1,037) 185
Increase in trade and other payables 1,073 2,960 2,431
----------------------- ----------------------- ----------------------
Net cash generated from operating
activities 2,849 2,799 5,853
----------------------- ----------------------- ----------------------
Cash flows from investing activities
Purchase of intangible software assets (319) (309) (670)
Purchase of property, plant and
equipment (219) (11) (30)
Payment of deferred and contingent
consideration (2,935) - (1,080)
Interest received 3 2 6
Net cash used in investing activities (3,470) (318) (1,774)
----------------------- ----------------------- ----------------------
Cash flows from financing activities
Dividends paid (741) (711) (1,452)
Interest paid (64) (73) (135)
Repayment of term loan (500) (500) (1,000)
Movement on rolling cash flow facility 1,000 - -
Share transactions by EBT (135) (540) (845)
Net cash used in financing activities (440) (1,824) (3,432)
Net (decrease) / increase in cash and
cash equivalents (1,061) 657 647
Cash and cash equivalents at beginning
of period 2,889 2,242 2,242
----------------------- ----------------------- ----------------------
Cash and cash equivalents at end of
period 1,828 2,899 2,889
======================= ======================= ======================
Notes to the financial information
Six months to 30 September 2018
1. GENERAL
The interim financial information for the six months to 30
September 2018 is unaudited and was approved by the Directors of
the Company on 28 November 2018. The condensed financial
information set out above does not constitute statutory accounts
within the meaning of Section 434 of the Companies Act 2006.
The Company's operations are not subject to significant
seasonality or cyclicality.
A dividend of GBP741,273 has been paid in the six months ended
30 September 2018 (six months to 30 September 2017:
GBP711,195).
2. ACCOUNTING POLICIES
The interim financial information in this report has been
prepared on the basis of the accounting policies set out in the
Group's most recent annual financial statements for the year ended
31 March 2018.
IFRS 15 'Revenue from Contracts with Customers' is effective for
annual periods beginning on or after 1 January 2018 and is
therefore applicable to these accounts. However, the change in
accounting standard from IAS 18 has had no impact on these
accounts.
IFRS is subject to amendment and interpretation by the
International Accounting Standards Board ("IASB") and the IFRS
Interpretations Committee and there is an on-going process of
review and endorsement by the European Commission.
The financial information has been prepared using accounting
policies that the Directors expect to be applicable as at 31 March
2019, with the exception of IAS 34.
The Directors have adopted the going concern basis in preparing
the financial information. In assessing whether the going concern
assumption is appropriate, the Directors have taken into account
all relevant available information about the foreseeable
future.
The condensed financial information for the period ended 31
March 2018 set out in this interim report does not comprise the
Group's statutory accounts as defined in section 434 of the
Companies Act 2006.
3. SEGMENT REPORTING
Management identifies its operating segments based on the
Group's service lines, which represent the main product and
services provided by the Group. The Group of similar services which
makes up the Group's Comparison Services segment represents more
than 95% of the total business. Additionally, the Board reviews
Group consolidated numbers when making strategic decisions and, as
such, the Group considers that it has one reportable operating
segment. All sales are made in the UK.
4. EXCEPTIONAL EXPENSES
Exceptional Administrative Expenses
6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
GBP'000 GBP'000 GBP'000
Acquisition related expenses - 77 85
Adjustment to expected contingent
consideration 323 1,718 2,062
323 1,795 2,147
------------ ----------- -------------
Exceptional Finance Costs
6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
GBP'000 GBP'000 GBP'000
Change in NPV of deferred
consideration - 77 91
- 77 91
-------------- ----------- -------------
5. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
Basic and diluted earnings per share
6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
GBP GBP GBP
Total basic earnings per share 0.0289 0.0029 0.0305
------------ ----------- -------------
Total diluted earnings per
share 0.0274 0.0027 0.0284
------------ ----------- -------------
The earnings and weighted average number of ordinary shares used
in the calculation of basic earnings per share are as follows:
6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
GBP'000s GBP'000s GBP'000s
Earnings used in the calculation
of total basic and diluted
earnings per share 1,862 188 1,966
=========== =========== =============
Number of shares 6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
Number Number Number
Weighted average number of
ordinary shares for the purposes
of basic earnings per share 64,459,290 64,828,057 64,549,992
=========== =========== =============
Taking the Group's dilutive potential ordinary shares into
consideration in respect of the Group's weighted average number of
ordinary shares for the purposes of diluted earnings per share, is
as follows:
Number of shares 6 months 6 months
to 30 Sep to 30 Sep Year to
2018 2017 31 Mar 2018
Potential dilutive effect
of share options and warrants 3,550,829 4,770,506 4,589,034
----------- ----------- -------------
Weighted average number of
ordinary shares for the purposes
of diluted earnings per share 68,010,119 69,598,563 69,139,026
=========== =========== =============
6. SHARE CAPITAL
a) Share Capital
The Company has one class of Ordinary share with 0.4p nominal
value per share which carries no right to fixed income nor has any
preferences or restrictions attached.
No new shares were issued in the period
Issued and fully paid:
30 Sep 2018 30 Sep 2017 31 Mar 2018
GBP'000s GBP'000s GBP'000s
Ordinary shares of 0.40p
each 259 259 259
============ ============ ============
30 Sep 2018 30 Sep 31 Mar 2018
2017
Number Number Number
At beginning & end of the
period 64,828,057 64,828,057 64,828,057
============ =========== ============
b) Share based payments
During the period the Group granted 527,500 options with an
exercise price of GBP1.3425 per share and 637,500 options with an
exercise price of GBP1.3325 per share.
All options in issue vest in 3 equal tranches, three, four, and
five years after date of grant. The options are settled in equity
once exercised. If the options remain unexercised after a period of
10 years from the date of grant, the options expire. Options are
forfeited if the employee leaves the Group before the options
vest.
Weighted
Number average exercise
of options price
GBP
Outstanding at 1 April 2018 4,309,785 0.62
Granted 1,165,000 1.34
Forfeited prior to vesting (1,769,828) 0.51
Exercised (175,802) 0.41
Outstanding at 30 September 2018 3,529,155 0.92
============= ==================
7. BORROWINGS
30 Sep 2018
GBP'000s GBP'000s
At 1 April 2018:
Current
Term Loan 1,000
Rolling cash flow facility 1,000 2,000
---------
Non-current
Term Loan 2,750
---------
4,750
Movements during
the period:
Repayments of term loan (500)
Movement on 1,000
500
At 30 September
2018:
Current
Term Loan 1,000
Rolling cash flow facility 2,000 3,000
---------
Non-current
Term Loan 2,250
---------
5,250
=========
In December 2016, the Group took out a 5-year term loan for GBP5
million and a GBP2 million revolving cash flow facility. Both had
an initial interest rate of 1.90% above LIBOR but this has reduced
to 1.55% above LIBOR during the period as certain financial
criteria were met. The term loan is subject to repayments of
GBP250,000 plus accrued interest quarterly.
Loans are secured by way of fixed and floating charges over all
assets of the Group.
8. CONTINGENT CONSIDERATION
In December 2016, the Group acquired 100% of the issued ordinary
share capital of Conveyancing Alliance Holdings Limited and its
100% subsidiary Conveyancing Alliance Limited (together referred to
as "CAL"), companies incorporated in England and Wales. Part of the
consideration is contingent based on a range of between 0.5 and
1.75 times annualised PBT of CAL for the period between completion
to 31 March 2018 and also for the 12 months ending 31 March 2019. A
first payment of GBP2,935,000 relating to this contingent
consideration was paid in July 2018. The estimated remaining
undiscounted value of this element of the consideration is
GBP2,337,000 (GBP5,272,000 as at 31 March 2018). There is a cap on
the contingent consideration payable and the current estimate is
for the cap to be reached.
The amounts shown in the balance sheet are at net present value
and the movement arising on this is shown below
30 Sep 2018
GBP'000s
At 1 April 2018:
Current (included in trade and
other payables) 2,575
Non-current 2,100
------------
4,675
Movements during the period:
Payments of contingent consideration (2,935)
Change in NPV due to movement
in time 323
At 30 September 2018:
Current (included in trade and
other payables) 2,063
============
The end of period contingent consideration liability of
GBP2,063,000 is all included within trade and other payables as a
current liability.
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END
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