TIDMHMLH

RNS Number : 6131R

HML Holdings PLC

01 July 2020

HML Holdings plc

("HML", the "Company" or the "Group")

Preliminary Results for the Year Ended 31 March 2020

HML Holdings plc (AIM: HMLH), the property management services group, is pleased to announce its final unaudited results for the year ended 31 March 2020.

Financial Highlights:

   --      Revenues up 11% to GBP31.2m (2019: GBP28.1m) 
   --      EBITDA down 1% to GBP2.78m (2019: GBP2.80m)** 
   --      Adjusted operating profit down 2% to GBP2.35m (2019: GBP2.41m)* 
   --      Adjusted basic earnings per share down 4% to 4.4p (2019: 4.6p)*** 
   --      Dividend per share proposed of 0.52p (2019: 0.47p) 
   --      Net debt of GBP1.7m (2019: GBP1.0m)**** 

*before interest, share based payment charges, amortisation and tax

**before interest, share based payment charges, depreciation, amortisation and tax

***before share based payment charges and amortisation

****cash at bank less borrowings, excludes IFRS16 lease liabilities

Commenting on the results, Alec Guthrie, Chief Executive of HML said:

"FY2020 was a challenging year and despite the unprecedented impact of the Coronavirus pandemic, HML produced a solid set of results and recorded another year of revenue growth.

HML responded quickly to the UK Government lockdown and successfully moved 85% of its service delivery into an environment of home working for the length of the lockdown. This presented the operation with some initial challenges, but these have largely been overcome and we do not see any long-term impact on the delivery of our service to our client base.

We do not foresee any long-term impact on the Group's wider strategic plan, however in the short-term, a reduction in housing transactions will reduce a number of the ancillary revenue streams, which will materially impact the Group's financial performance in FY2021. For FY2022 the Board intends to focus on accelerating the digital transformation of the Group's processes to see promising levels of adoption in all branches. This will improve the business output and the Group will be able to take advantage of recent acquisitions along with recent restructures and demonstrate growth in all areas as the management team matures. The intention of the digital transformation is to help reduce the burden of maintaining a geographically spread branch network and adopt more regional hubs along with engaging locally with clients through readily accessible digital tools. All of which will positively improve our business whilst we continue to deliver good property management of buildings."

   For further information:       www.hmlgroup.com 

HML Holdings plc: 020 8439 8529

Alec Guthrie, Chief Executive Officer

James Howgego, Chief Financial Officer

Tavistock Communications Group: 020 7920 3150

James Verstringhe, James Carey

finnCap:

Ed Frisby, Giles Rolls - Corporate Finance 020 7220 0500

Camille Gochez - ECM

RE VIEW OF BU SIN E SS

Financial performance

We are pleased to report a solid set of results with revenue growth of 11% to GBP31,215,000 (2019: GBP28,110,000) for the year ended 31 March 2020, albeit tempered by a 2% decline in earnings before interest, share-based payments, amortisation and tax reduced to GBP2,351,000 (2019: GBP2,413,000).

Despite the growth in revenue, the Group has faced some headwinds during the year due to a slower than anticipated integration of two of our recent acquisitions, changes in market regulation and the impact of COVID-19 during the last six weeks of the financial year.

On the operational side of the business, we have made significant progress completing two major internal restructuring projects and also embarked on an initiative to introduce more digitalization into the business with the appointment of Anand Verma as non-executive director. Anand, who joined in early March 2020, brings more than 20 years of experience in digital and technology innovation and transformation to the business.

Progress on acquisitions

HML made four acquisitions during the year.

In the first half of the year, HML purchased the trade and assets of Thornes Chartered Surveyors ("TCS"), a property management business with an office in Luton and acquired 100% of the share capital of Prima Property Services Ltd, a lettings business based in Birmingham. Both businesses were acquired to strengthen and develop our lettings provision and we are delighted with the additional regional coverage they bring to our national network of offices.

HML also purchased two block management businesses. In the first half of the year, HML acquired Francis Butson Associates, based in St Neots and in the second half of the year, HML purchased Leasehold Management Ltd ("LML"), a business based in Worthing. Both specialise in traditional block management and in time will bring the usual synergies to our Group.

As a consolidator of a fragmented market, opportunities to acquire businesses like these are becoming more common, although we have found that it is increasingly challenging to acquire businesses at a competitive price and then to integrate them quickly into the wider HML platform which is necessary to ensure they contribute profitably in the short term. This experience has given rise to a wider review of the HML strategy, which we will update the market on in due course. This review is ongoing and it is intended that we brief the market before the end of the 2020-21 financial year.

Government regulation and compliance

Government announcements around External Wall Systems (EWS) relating to the ongoing fallout from Grenfell, have had an impact on both our Health and Safety work, as well as the ability for many developments to actively sell their properties. This is largely because neither the industry nor HML have been able to produce a certificate of safety for a large percentage of our properties. This status quo is addressed in part by the announcement of a new Government fund to support remedial works, although it will take time to access these funds.

As a business and as the spotlight focuses more on Health and Safety and compliance, we are finding it necessary to resign on buildings that are not prepared to adhere to the Government guidelines around compliance. We also continue to face competition in the market from some resident management companies who are willing to engage with less scrupulous agents.

Government appetite for regulation in the light of Brexit and in turn COVID-19 has most definitely diminished, albeit we as an operator are still well placed to cope with this when the Government decides to push ahead with mandatory changes and control of agents.

Operational progress and update to strategy

Over the past few years, the business has been focused on moving back office functions to a central location and we are pleased to report that these moves are now complete.

We have also completed the restructure of our business development team to ensure greater efficiency in the flow of new business enquiries directly into our national branch network.

Our business development pipeline remains healthy despite a reduction in work from developers who are not supplying the same volume of projects to the market as a result of COVID-19.

Looking to the future, the business is now focused on how to rationalise its surveying service and restructuring much of the offering to complement the resident management company client base. We are also conducting a comprehensive strategic review of our systems before embarking on further digitising the business infrastructure to ensure we become much more digital friendly.

In closing, I would like to thank Rob Plumb, who stepped down as Chief Executive Officer on 31 December 2019, for his service and commitment to the business over the past 15 years.

HML HOLDINGS PLC

CONS OLID A T ED S T A T E M E NT OF CO M PREHENSI VE INCO ME

For the y ear ended 31 M a rch 2020

 
                                                              Notes                       2020            2019 
                                                                                      GBP' 000             GBP' 000 
  CONTINUING O PE R A TIONS 
 
    RE V ENUE                                                                      31,215                28,110 
                                                                     -------------------------  ------------------- 
 
    Di rect o perat ing expenses                                                     ( 27,453)         ( 24,332) 
 
    Cent r al ope rat ing o verheads                                                  ( 1,411)           ( 1,365) 
  S ha re ba s ed p a y ment cha 
   rge                                                                                   ( 46)              ( 37) 
  A m orti sation of intang ibles                                                       ( 690)            ( 640) 
                                                                     -------------------------  ------------------- 
 
    T otal central operat ing overheads                                               ( 2,147)           ( 2,042) 
                                                                     -------------------------  ------------------- 
 
    O pe rating expenses                                                             ( 29,600)         ( 26,374) 
                                                                     -------------------------  ------------------- 
 
    P ROFIT FROM OPE R A TIONS                                    1                      1,615             1,736 
                                                                     -------------------------  ------------------- 
 
    Finance costs                                                 2                     ( 198)                ( 50) 
                                                                     -------------------------  ------------------- 
 
    P ROFIT BEFORE T A X A T I ON                                                        1,417             1,686 
  Income tax cha rge                                              4                     ( 324)            ( 305) 
                                                                     -------------------------  ------------------- 
 
    P ROFIT AND CO M P R EHENS I VE 
    INCOME FOR THE YEAR ATTRIBUT AB 
    LE TO THE O WNERS OF THE PA R ENT                                                    1,093             1,381 
                                                                     -------------------------  ------------------- 
 
 
    EA R NINGS P ER SHARE 
  B as ic                                                         5                       2.4p             3.0p 
                                                                     -------------------------  ------------------- 
 
    Di luted                                                      5                       2.4p               3.0p 
                                                                     -------------------------  ------------------- 
 
    A DJUS T ED EA RNINGS P ER SHA 
    RE 
 
    B as ic                                                       5                       4.4p               4.6p 
                                                                     -------------------------  ------------------- 
 
    Di luted                                                      5                       4.4p               4.6p 
                                                                     -------------------------  ------------------- 
 

HML HOLDINGS PLC

CONS OLID A T ED S T A T E M E NT OF CH ANGES IN S H A R EHOLD E RS E Q UITY

For the y ear ended 31 M a rch 2020

A TTRIBUT AB LE TO THE E QUITY HOLD ERS OF THE GROUP

 
                           S ha re        S ha re          O ther     Me rger       Reta ined           T otal 
                          c apital    prem i um         r eserve      r eserve      ea rnings         eq u i 
                                                                                                       ty 
                            GBP'000        GBP'000         GBP'000       GBP'000         GBP'000       GBP'000 
                   ----------------  ---------------  ------------  -------------  -------------  ------------ 
 
    B alan ce at 
    31 March                                                 ( 88 
    2 018                      682          2,4 50             )           ( 15 )      11,082          14,111 
                   ----------------  ---------------  ------------  -------------  -------------  ------------ 
 
    P r of it for 
    the year                      -                -            -               -        1,381           1,381 
  O ther                          -              -              -               -              -             - 
  comprehen s i 
  ve inc o me 
  T r an sactions 
  with 
  o w ners 
       S ha re ba 
        s ed p a 
        y ment 
        cha rge                   -              -              -               -           37              37 
       S ha re 
        cap ital 
        i ssued                5              48                -               -              -           53 
       S ha res 
        sold by E 
        BT                        -              -             1                -              -            1 
       Di v i 
        dend                      -              -              -               -        (192)          (192) 
                   ----------------  ---------------  ------------  -------------  -------------  ------------ 
 
    B alan ce at 
    31 March 
    2 019                      687          2,4 98          (87 )          ( 15 )      12,308          15,391 
                   ----------------  ---------------  ------------  -------------  -------------  ------------ 
 
 
 
  IFRS16 adjustment                          -              -            -               -        101         101 
                               ---------------  -------------  ------------  -------------  ----------  ----------- 
 
    Adj b alan ce at 1 April 
    2 019                                  687         2,4 98         (87 )         ( 15 )      12,409       15,492 
                               ---------------  -------------  ------------  -------------  ----------  ----------- 
 
 
  Profit for the year                         -              -           -                -        1,093         1,093 
  O ther comprehen s i                        -              -            -               -            -             - 
   ve inc o me 
  T r an sactions with 
   o w ners 
       S ha re ba s ed p a 
        y ment cha rge                        -              -            -               -           46            46 
       S ha re cap ital i 
        ssued                               2              19             -               -            -           21 
       S ha res sold by E BT                  -              -           3                -            -            3 
       Di v i dend                            -              -            -               -        (216)        (216) 
                                ---------------  -------------  ------------  -------------  -----------  ------------ 
 
    B alan ce at 31 March 
    2 020                                   689         2,517          (84 )         ( 15 )      13,332        16,439 
                                ---------------  -------------  ------------  -------------  -----------  ------------ 
 

HML HOLDINGS PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended 31 March 2020

 
                                                                           2020                2019 
    A SS E T S                                       Notes                  GBP' 000            GBP' 000 
  NON-CURR ENT A S S E TS 
  G oo dwi ll                                                            12,320                     11,384 
  O ther i ntangible assets                                                8,809                      8,373 
  P r opert y, pl ant and eq u ipment                                      5,937                      1,030 
                                                            -------------------------  ----------------------------- 
 
                                                                           27,066                     20,787 
                                                            -------------------------  ----------------------------- 
  CURRENT AS S E TS 
  T r ade and other rec e i vab l es                                       4,329                      3,804 
  Cash at bank                                                                   -                       235 
                                                            -------------------------  ----------------------------- 
                                                                           4,329                      4,039 
                                                            -------------------------  ----------------------------- 
 
    T O T A L A SS E TS                                                  31,395                     24,826 
                                                            -------------------------  ----------------------------- 
 
    LI A BILITIES 
  CURRENT LIAB ILITIES 
  T r ade and other pa yab les                                             6,739                      6,602 
  B orr o w ings                                                              975                        529 
  Current tax l iab i l ities                                                 378                        357 
   Lease Liabilities                                                            1,217                      - 
                                                            -------------------------  ----------------------------- 
 
                                                                             9,309                      7,488 
                                                            -------------------------  ----------------------------- 
  NON-CURR ENT LI AB ILITIES 
  Borrowings                                                                 732                        679 
  Lease liabilities                                                      3,602                         - 
  Deferred tax liability                                                   1,313                               1,268 
                                                            -------------------------  ----------------------------- 
 
                                                                             5,647                      1,947 
                                                            -------------------------  ----------------------------- 
 
    T O T A L LI ABILITIES                                    14,956                                    9,435 
                                                            -------------------------  ----------------------------- 
 
    NET A SS E TS                                                          16,439                     15,391 
                                                            -------------------------  ----------------------------- 
 
    E Q UITY 
  Cal led up s hare cap ital                          7                       689                        687 
  S ha re prem ium                                                         2,517                      2,498 
  O ther reserve                                                              ( 84)                      ( 87) 
  Me rger reser ve                                                            ( 15)                      ( 15) 
  Reta ined earni ngs                                                    13,332                     12,308 
                                                            -------------------------  ----------------------------- 
 
    A TT RIBUT ABLE TO THE E QUITY HOLDERS 
    OF THE P A R ENT                                                       16,439                     15,391 
                                                            -------------------------  ----------------------------- 
 

HML HOLDINGS PLC

CONS OLID A T ED S T A T E M E NT OF C A SH FLOWS

For the y ear ended 31 M a rch 2020

 
                                                  Notes                 2020                      2019 
                                                                    GBP' 000                  GBP' 000 
  O PE R A T ING ACTIVITIES 
  Cash generated from operations                                       3,749                     3,606 
  Income taxes paid                                                    (303)                     (297) 
  Interest paid                                                         (32)                      (50) 
                                                          ------------------  ------------------------ 
 
    NET CASH FROM OP E R A TING ACTIVITIES                             3,414                     3,259 
                                                          ------------------  ------------------------ 
 
    INV ES TING ACTIVITIES 
  Purchase of property, plant and equipment                            (378)                     (629) 
  Sales/acquisition of own shares                                          3                         1 
  P urcha se of software                                               (258)                     (245) 
  P urcha ses of bu sine sses                                        (1,424)                     (994) 
  P a y m ents of de ferred/con t ingent 
   con side rat ion                                                    (752)                     (759) 
 
    NET CASH US ED IN IN V E S TING ACTIVITIES                       (2,809)                   (2,626) 
                                                          ------------------  ------------------------ 
 
    FINANCING ACTIVITIES 
  New bank loan                                                          910                        - 
  Repayment of existing bank loans                                     (554)                     (528) 
  Net movement in overdraft                                              143                         - 
  Principal element of lease payments                                 (1,144  ) - 
  Share issue                                                             21                        53 
  Dividend payment                                                     (216)                     (192) 
 
    NET CASH (US ED) IN FIN ANCING ACTIVITIES                          (840)                     (667) 
                                                          ------------------  ------------------------ 
 
    NET DECREASE IN CA SH AND C A SH E Q UIV 
    A L ENTS                                                           (235)                      (34) 
  CA SH A ND C ASH E QUI V ALENTS AT B E 
   GINNING OF Y E AR                                                     235                       269 
                                                          ------------------  ------------------------ 
 
    CA SH A ND C ASH E QUI V ALENTS AT 
    OF YEAR                                                                -                       235 
                                                          ------------------  ------------------------ 
 

HML HOLDINGS PLC

NO T ES

GE NE R AL INFORM A TION

Whilst the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs) as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRSs.

The financial information is presented in pounds sterling, prepared on a historical cost basis, except for the revaluation of contingent considerations and rounded to the nearest thousand. The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 31 March 2020 or 31 March 2019.

The financial information for the year ended 31 March 2019 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under either Section 498 (2) or Section 498 (3) of the Companies Act 2006 and did not include references to any matters to which the auditor drew attention by way of emphasis.

The statutory accounts for the year ended 31 March 2020 have not yet been delivered to the Registrar of Companies, nor have the auditors yet reported on them.

HML Holdings plc and its subsidiaries specifically focus on residential property management. The Group operates in the UK. The Company is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is 9-11 The Quadrant, Richmond, Surrey, TW9 1BP. The Company is listed on the AIM market of the London Stock Exchange.

The preliminary results were authorised for issue by the board of directors on 30 June 2020.

 
1.   P ROFIT FROM O PE R A T I ONS                              2020           2019 
                                                            GBP' 000       GBP' 000 
     P r of it f r om operations is stated after 
      cha r g i ng: 
     Depreciation and amounts written off property, 
      plant and equipment: 
 - cha rge on owned assets                                       431            385 
 
   *    charge on right of use assets                          1,127              - 
 A m orti sation of intang ible assets                           690            640 
     O pe rating lea se renta l s: 
 - land and buildings                                              -            970 
 

S et out be l ow is an an a l y s is of other operating expenses:

 
                                                          2020                              2019 
                                                      GBP' 000                          GBP' 000 
  Direct costs                                          22,258                            19,807 
  Manage ment costs                                        543                               377 
  T r avel costs                                           291                               287 
  A d v erti s ing costs                                    63                                95 
  P r em i ses costs                                     1,051                 2,046 
  Office costs                                             679                               745 
  Insurance brokerage                                      882                               761 
  Professional fees                                        650                               440 
  IT costs                                                 852                               730 
  Depreciation                                             431                               385 
  Depreciation on right of use assets                    1,127                                 - 
  A m orti sation                                          690                               640 
  S ha re ba s ed p a y ment cha rges                       46                                37 
  O ther expenses                                           37                                24 
                                        ----------------------  -------------------------------- 
 
    Total operating expenses                            29,600                            26,374 
                                        ----------------------  -------------------------------- 
 

A m ounts pa y ab le to the auditor and its related enti t ies in res pect of both au d it and no n -au d it servi ces are s et o ut b e l ow:

 
                                                                   2020                 2019 
                                                               GBP' 000                GBP' 000 
  Fees pa y able for the stat utory aud it 
   of the Compa n y 's annual 
   accounts                                                          29                    23 
  Fees pa yab le to au d itor for other ser 
   vi ces: 
  S tatuto ry audit of the Compa n y 's sub 
   sidiar ies                                                        71                    49 
                                              -------------------------  ---------------------- 
 
    T otal fees pa y ab le to t he audi tor                         100                    72 
                                              -------------------------  ---------------------- 
 
 
  2.    FIN A NCE CO S TS                       2020                      2019 
                                                 GBP' 000                  GBP' 000 
 
 
  Interest payable on bank loans and overdrafts                         32                  50 
  Interest payable on lease liabilities                                166                  - 
                                                  ------------------------  ------------------ 
                                                                       198                  50 
                                                  ------------------------  ------------------ 
 
   3.          PROFIT RECONCIL I A TION 

T he recon c i l iat ion set out be l ow pro vi des add iti onal infor mation to en able the reader to recon c i le to the nu mbe rs discussed in t he Review of Business.

 
                                                               2020                 2019 
                                                                GBP' 000             GBP' 000 
 
    Reven ue                                                31,215                     28,110 
  Di rect o perat ing expenses                            (27,453)                   (24,332) 
                                               -------------------------  ----------------------- 
 
    P r of it contribu t i on fr om bu s ine 
    sses                                                        3,762                      3,778 
  Cent r al ope rat ing o verheads                          (1,411)                    (1,365) 
                                               -------------------------  ----------------------- 
  P r of it before inte rest, tax, a morti 
   sation and sha re ba s ed pa y ments                         2,351                      2,413 
  Finance costs                                               ( 198)                        ( 50) 
                                               -------------------------  ----------------------- 
  P r of it before sha re bas ed p a y ment 
   c harges, amorti sation and taxation                         2,153                      2,363 
  A m orti sation of other intang ible a 
   s sets                                                      ( 690)                     ( 640) 
  S ha re ba s ed p a y ment cha rge                             ( 46)                      ( 37) 
                                               -------------------------  ----------------------- 
 
    P r of it before taxation                                   1,417                      1,686 
                                               =========================  ======================= 
 

Di rect o perat ing expenses and central operating overheads inc l ude dep reciation and staff costs.

 
4.   INCOME TAX                                    2020      2019 
                                                GBP'000   GBP'000 
     UK Corporation tax: 
 Current tax on profits of the year                 324       326 
 Over provision of tax in previous year               -      (21) 
                                               --------  -------- 
 Tax attributable to the company and its 
  subsidiaries                                      324       305 
                                               --------  -------- 
 
 Factors affecting tax charge for the 
  year 
 
 

T he tax assessed for the period is lower than (2019: hi gher than) the standa rd rate of corporation tax in the UK of 19% ( 2019: 19%). The di fferences are expl a i ned be l o w:

 
                                                    2020      2019 
                                                 GBP'000   GBP'000 
 Profit before tax                                 1,417     1,686 
                                                --------  -------- 
 
 Profit before tax multiplied by the standard 
  rate of corporation tax in the UK of 
  19% (2019: 19%).                                   268       320 
 Effects of: 
 
 Amortisation and non-deductible expenses 
  adjustment                                          56         6 
 Over provision in previous year                       -      (21) 
                                                --------  -------- 
 Tax charge for the year                             324       305 
                                                --------  -------- 
 

Futu re tax cha r ges m ay be affected by the fact that no de ferred tax asset is recog n i sed in respe ct of losses. Deferred tax assets are not recogni sed until the ut i l i sation of the losses is probabl e.

T he Group has losses carried forward in its sub sidiar y, HML PM L i m ited whi ch can be recovered against futu re p rof its arising f rom the same trade. The subsidiary has total tax l o sses carr ied forward to futu re yea rs of GBP1,24 3,000 (2019: GBP1,243,000). Until there is certainty over the ability of the Group to set off these losses, the Group has an unpro v ided de ferred tax asset in res pe ct of these losses of GBP211,000 (2019: GBP211,000).

   5.        E ARNINGS  PER  S H A RE 

T he cal culat i on of the ba s ic and di luted earnings per sha re is ba sed on the fol l owing data

 
                                                  2020      2019 
                                               GBP'000   GBP'000 
 Earnings 
 Profit after tax for the period                 1,093     1,381 
 (used to calculate the basic and diluted 
  earnings per share) 
 Add back: 
 Share based payment charge                         46        37 
 Amortisation of intangible assets                 690       640 
 Interest costs                                    198        50 
 
 Adjusted profit after tax for the period        2,027     2,108 
                                              --------  -------- 
 
   The adjusted profit after tax has been used to calculate 
   the basic and diluted adjusted earnings per share. 
 
 Number of shares                                 2020      2019 
                                                  '000      '000 
 Weighted average number of ordinary shares 
  for the purposes of basic earnings per 
  share                                         45,868    45,630 
 Effect of dilutive potential ordinary 
  shares: 
 - share options                                   437       494 
                                              --------  -------- 
 Weighted average number of ordinary shares 
  for the purposes of diluted earnings 
  per share                                     46,305    46,124 
                                              --------  -------- 
 
   Earnings per share 
 Basic                                            2.4p      3.0p 
 Diluted                                          2.4p      3.0p 
 Adjusted earnings per share 
 Basic                                            4.4p      4.6p 
 Diluted                                          4.4p      4.6p 
 

T he di luted ea rnings per s hare a re the ba s ic ea r n ings per sha re adjusted for the d il uti ve ef fect of the con vers i on into ful ly pa id sha res of the o utstan d ing s hare option s.

   6.     BUSINESS COMBINATIONS (ACQUISITIONS) 

On 6 April 2019, HML PM Limited purchased the trade and assets of Francis Butson and Associates, a property management business based in St Neots. The acquisition gave HML PM Ltd a presence in Cambridgeshire. The estimated fair value of the new assets purchased is set out below.

The fair value of net assets acquired is set out below:

 
                   GBP'000 
 Consideration         694 
 Other costs             2 
                  -------- 
 
 
 Total consideration        696 
 Less: 
 Client relationships     (319) 
                         ------ 
 Goodwill                   377 
                         ------ 
 

The residual difference between the total consideration paid and the net value of the recognised assets acquired has been capitalised as goodwill. The goodwill recognised on the acquisition is mainly attributable to the skills and knowledge within the business.

 
                              GBP'000 
 Satisfied by: 
 Cash on completion               569 
 Contingent consideration         125 
                             -------- 
                                  694 
                             -------- 
 

Net cash flow arising on the acquisition was GBP571,000 which represents the consideration paid and transaction costs.

The contingent consideration of GBP125,000 is due within two years. The contingent consideration is made up of two payments that are adjustable depending on the retention of clients. The range of potential payments of contingent consideration could vary from GBP0 to GBP125,000, however the more likely outcome would be to pay GBP125,000.

The business contributed GBP487,000 to the Group's revenue and reduced the Group's profit by GBP4,000 from the date of the acquisition to the year-end date.

O n 30 April 2019, HML LAM Limited pu rcha s ed 100% of the sha re c api tal of Prima Property Services L i m ited, a bu s ine ss ba sed in Birmingham. The acquis iti on wi ll give HML LAM Ltd a presence in Birmingham.

T he esti mated fair v a lue of net a ssets trans ferred is s et out be l o w:

 
                              GBP'000 
 Consideration                    149 
 Other costs                        2 
                             -------- 
 
 Total cost of investment         151 
 Less: 
 Tangible fixed assets           (16) 
 Debtors                          (9) 
 Cash                             (7) 
 Creditors                          5 
 Client relationships            (60) 
                             -------- 
 Goodwill                          64 
                             -------- 
 

T he res idual d i fference be t ween the total con s i derati on pa id and the net v a lue of the recogni s ed assets acqui r ed has be en cap ital i sed as goodwi ll. The goodwi ll rec o gni s ed on the acqui siti on is mainly attr ibutable to the s k ills and kno w led ge with in the bu s i ne ss.

 
                                                        GBP'000 
  S at i s f ied b y: 
  Cash on completi on                                       120 
  Deferred and cont ingent c ons i deration                   29 
                                              ------------------ 
                                                             149 
                                              ------------------ 
 

Net cash flow arising on the acquisition was GBP113,000 which represents the consideration and stamp duty paid less cash at bank acquired.

The contingent consideration of GBP29,000 is due within one year. The contingent consideration is a payment that is adjustable depending on the reduction of clients. The range of potential payments of contingent consideration could vary from GBP0 to GBP29,000, however the more likely outcome would be to pay GBP29,000.

The business contributed GBP95,000 to the Group's revenue and decreased the Group's profit by GBP45,000 from the date of the acquisition to the year-end date.

On 1 October 2019, HML LAM Limited transferred in the trade and assets of Prima Property Services Ltd.

On 30 September 2019, HML LAM Limited purchased the trade and assets of a residential letting business in Luton called Thornes Chartered Surveyors. The acquisition gave HML LAM Limited an office in Bedfordshire.

The fair value of net assets acquired is set out below:

 
                   GBP'000 
 Consideration         472 
 Other costs             8 
                  -------- 
 
 
 Total cost                 480 
 Less: 
 Client relationships     (239) 
                         ------ 
 Goodwill                   241 
                         ------ 
 

The residual difference between the total consideration paid and the net value of the recognised assets acquired has been capitalised as goodwill. The goodwill recognised on the acquisition is mainly attributable to the skills and knowledge within the business.

 
                                           GBP'000 
 Satisfied by: 
 Cash on completion                            378 
 Deferred and contingent consideration          94 
                                          -------- 
                                               472 
                                          -------- 
 

Net cash flow arising on the acquisition was GBP386,000 which represents the consideration and costs paid on completion.

The contingent consideration of GBP94,000 is due within two years. The contingent consideration is made up of a payment that is adjustable depending on the reduction of clients. The range of potential payments of contingent consideration could vary from GBP0 to GBP94,000, however the more likely outcome would be to pay GBP94,000.

It is estimated that the business contributed GBP52,000 to the Group's revenue and reduced the Group's profit by GBP15,000, from the date of the acquisition to the year-end date.

O n 07 January 2020, HML PM Limited pu rcha s ed 100% of the s hare cap i tal of Leasehold Management Limited, a bu sine ss based in Worthing. The a cqui s i t ion wi ll not only strengthen the HML PM Limited's po s iti on in South East England but also gives HML PM Ltd critical mass that will assist in growing HML PM Limited's ancillary revenues Leasehold Management Limited

T he esti mated fair v a lue of net a ssets trans ferred is s et out be l o w:

 
                   GBP'000 
 Consideration         856 
 Stamp Duty              4 
                  -------- 
 
 
 Total cost of investment                860 
 Less: 
 Trade and other receivables           (114) 
  Cash at bank                         (415) 
  Tangible fixed assets                  (6) 
  Trade and other payables               111 
  Client relationships                 (238) 
                                     ------- 
 Goodwill                                198 
                                     ------- 
 

T he res idual d i fference be t ween the total con s i derat i on pa id and the net v a lue of the recogni s ed assets acqui r ed has be en cap ital i sed as goodwi ll. The goodwi ll rec ogni s ed on the acqui siti on is mainly attr ibutable to the s k ills and kno w led ge with in the bu s i ne ss.

 
                             GBP'000 
 Satisfied by: 
 Cash on completion              773 
 Deferred and contingent 
  consideration                   87 
                            -------- 
                                 860 
                            -------- 
 

Net cash f l ow arisi ng on the ac qui s i t i on was GBP357,000 w h i ch rep res ents the c ons ide rat i on and stamp duty paid, less cash at bank acquired.

T he conting ent c ons i deration of GBP87,000 is due with in two y ears. The contingent consideration is made up of the payment that is adjustable depending on the retention of clients and the arrival of contracted new clients. The range of potential pa y m ents of contingent con s i derat ion c ould vary f r om GBP0 to GBP87,000, however the more li kely outcome w ould be to pay GBP87,000.

T he bu s ine ss contri buted GBP77,000 to the Grou p 's rev enue and incr e a sed the Group's prof it

b y GBP16,000, f rom the date of the a c qui siti on to the y ear -end date.

 
7.   SHARE CAPITAL 
                                         Group and Company 
                                                              2020             2019 
       Authorised:                                         GBP'000          GBP'000 
 163,733,200 ordinary shares of 1.5p each                    2,456            2,456 
                                                   ---------------  --------------- 
                                                             2,456            2,456 
                                                   ---------------  --------------- 
 
                                         Group and Company 
                                                              2020             2019 
      Allotted, issued and fully paid ordinary             GBP'000          GBP'000 
      shares of 1.5p: 
 
  At 1 April                                                   687              682 
   Shares issued during the year - 105,000 
    (2019: 341,500)                                              2                5 
                                                   ---------------  --------------- 
 At 31 March                                                   689              687 
                                                   ---------------  --------------- 
 
   No. of shares in issue at year end                   45,935,138       45,830,135 
                                                   ---------------  --------------- 
 
 

S ha res i ssued during the year ended 31 March 2020 relate to the exerc i s ing of sha re options by HML staff in A ugu st 2019 and Feb rua ry 20 20 .

   8.        DIVID ENDS 

T he Di rectors ha ve proposed pa y ing a di v ide nd of 0.52p per sha re in r e l ati on to the current y ear ( 2019: 0 .47p per sha re).

If approved, the dividend will be paid on 16 October 2020 to shareholders on the register at 2 October 2020. The corresponding ex-dividend date is 1 October 2020.

   9.         ADOPTION OF IFRS 16 

IFRS 16 "Leases" was adopted with effect from 1 April 2019 in line with transitional provisions provided in the new standard.

The Group h o lds lea ses on 23 of f i ces and the refore the adoption of IFRS 16 s i gni f i can t ly increa sed assets and l iab i l ities in the Statement of Financial Position.

IFRS 16 requires lessees to recognize a lease liability reflecting future lease payments and a right-of-use asset for all lease contracts. Therefore, the substantial majority of the Group's operating lease commitments were brought into the statement of financial position and amortised and depreciated separately. There was no impact on cash flows, although the presentation of the cash flow statement changed.

The effect of adoption of IFRS 16 on reserves as at 1 April 2019 is as follows:

 
 
                          GBP'000 
  Assets 
  Right of use asset        5,797 
 
  Total assets              5,797 
                       ---------- 
 
 
  Liabilities 
  Lease liabilities           5,797 
  Trade and other payables    (101) 
                             ------ 
  Total liabilities           5,696 
                             ------ 
 
 
  Equity 
  Reserves        101 
  Total equity    101 
                 ---- 
 

In relation to those leases under IFRS 16, the Group now recognizes depreciation and interest costs, instead of an operating lease expense. During the year ending 31 March 2020, this amounted to GBP1,127,000 of depreciation charges and GBP166,000 of interest costs from these leases.

Had IAS 17 continued to be applied, the overall impact on the Group statement of comprehensive income would not have been materially different.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR FLFFDRVIIVII

(END) Dow Jones Newswires

July 01, 2020 02:00 ET (06:00 GMT)

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