TIDMLSL
RNS Number : 4414Y
LSL Property Services
01 March 2012
For Immediate Release 1 March 2012
LSL Property Services plc ("LSL")
PRELIMINARY ANNOUNCEMENT
LSL Property Services plc, a leading provider of residential
property services incorporating both estate agency and surveying
businesses, announces preliminary results for the year ended 31(st)
December 2011.
Highlights
Group
-- Group revenue increased by 6% to GBP218.4m (2010:
GBP206.6m)
-- Group Underlying Operating Profit([1]) was GBP31.1m (2010:
GBP31.9m) and Underlying Operating Margin([2]) was 14.3% (2010:
15.4%) after increased revenue investment of GBP6.1m into the
Estate Agency Division([3]) .
-- Profit before tax decreased to GBP17.6m (2010: GBP36.0m)
after net exceptional costs of GBP2.4m arising principally from the
acquisition of Marsh & Parsons([4]) (2010: exceptional gain of
GBP10.2m arising principally from the acquisition of HEAL([5]) and
a one off profit of GBP3.9m on the sale of an investment)
-- Adjusted Basic Earnings Per Share([6]) 21.0p (2010: 21.0p).
Basic earnings per share 12.9p (2010: 33.6p).
-- Final dividend proposed of 5.9p per share. Total dividend for
the full year increased 4% to 8.7p per share (2010: 8.4p)
-- Continued strong cash generation. Net debt([7]) increased by
GBP33.5m to GBP38.4m (2010: GBP4.9m) after the acquisition of Marsh
& Parsons for an initial consideration of GBP45.4m.
Surveying and Valuation Services Performance
-- Revenue decline of 5% primarily because of strong
comparatives for certain key lenders. Revenue fell by 1.0% in the
second half.
-- Underlying Operating Profit was GBP23.7m (2010:
GBP27.3m).
-- Underlying Operating Margin 31.0% (2010: 33.7%) after
continued investment in customer service.
-- Renewal of Barclays contract to June 2014.
-- Revenue from provision of surveying services to private
buyers of GBP2.8m (2010: nil).
Estate Agency and Related Services Performance
-- Revenue increased by 13% to GBP141.8m (2010: GBP125.7m).
-- Underlying Operating Profit increased by 42% to GBP10.3m
(2010: GBP7.2m) after a revenue investment of GBP6.1m in people and
call centre.
-- Market share increased to 4.7% (2010: 4.5%) and pipeline
growth of 7%.
-- Strong contribution from lettings with revenue up 20% to
GBP29.6m (2010: GBP24.6m) and financial services revenue up 49% to
GBP27.6m (2010:18.6m).
-- LSL acquired Marsh & Parsons in November 2011 for an
enterprise value of GBP50m.
-- Marsh & Parsons is an excellent strategic fit for LSL
providing exposure to the prime Central London market and offering
a significant growth opportunity.
([1]) Underlying Operating Profit is before exceptional costs,
amortisation of intangible assets and share based payments
[2] Underlying Operating Margin is Group Operating Profit before
exceptional costs, amortisation and share based payments shown as a
percentage of turnover
[3] Estate Agency Division includes LSL's residential sales,
lettings, asset management and financial services businesses
[4] Marsh & Parsons Limited
[5] Halifax Estate Agencies Limited
[6] The calculation of the Adjusted Basic Earnings per Share is
given in note 3
([7]) Net debt excludes loan notes issued on the acquisition of
Marsh & Parsons as calculated in note 7
Commenting on today's announcement, Roger Matthews, Chairman,
said:
"In a market where transaction levels remained exceptionally
low, 2011 was a year of investment for the future and one of strong
progress for the Group. We will continue to focus on growing market
share and profitability in Estate Agency and on the retention of
key lender clients for surveying and valuation services. There are
also significant opportunities to build on the strong start made in
providing surveying services to private buyers and to expand our
presence in the prime central London market through Marsh &
Parsons.
The Group is extremely cash generative and has a strong balance
sheet. We will retain a prudent approach to leverage, which will
place a premium on delivery of organic growth but with a scope for
further acquisitions. The Group is well placed to increase
shareholder value through the execution of this strategy."
For further information please contact:
Simon Embley, Group CEO
Steve Cooke, Group Finance Director
LSL Property Services plc 0207 382 0360
Richard Darby
Nicola Cronk
Buchanan 0207 466 5000
Notes to Editors
LSL Property Services plc is one of the leading residential
property services companies in the UK and provides a broad range of
services to its clients who are principally mortgage lenders, as
well as buyers and sellers of residential properties. For further
information, please visit our website: www.lslps.co.uk.
Chairman's Statement
Introduction
In a market where transaction levels remained exceptionally low,
2011 was a year of investment for the future and one of strong
progress for the Group. LSL delivered a 6% increase in revenue to
GBP218.4m (2010: GBP206.6m) and Underlying Operating Profit of
GBP31.1m (2010: GBP31.9m) after increased investment of GBP6.1m in
Estate Agency initiatives. We invested as planned in key programmes
in the Estate Agency businesses to drive revenue growth and were
able to increase both market share and profitability in this part
of the Group. We were delighted to renew the Barclays surveying and
valuation services contract and to make an encouraging start in
delivering surveying services to private buyers. Our strong balance
sheet and cash generation allowed us to take the opportunity of
acquiring Marsh & Parsons which is an excellent strategic fit
for LSL.
Marsh & Parsons gives our Estate Agency Division exposure to
the prime Central London market through a business that has a
consistent record of profitable growth, a balanced business model
with an equal split of residential sales and lettings, and which is
led by a high calibre management team.
Market transaction volumes for both Surveying and Estate Agency
increased slightly during 2011 but are still at an extremely low
point in the cycle and we are now entering a fourth year of trading
at these levels. Repossession volumes fell slightly during the year
which was somewhat surprising given the general difficulties in the
housing market and the steady stream of disappointing economic
news.
Financial Results
Group revenue increased by 6% to GBP218.4m (2010: GBP206.6m)
generating Group Underlying Operating Profit of GBP31.1m (2010:
GBP31.9m). Group Underlying Operating Margin decreased from 15.4%
to 14.3%, after the planned investment of GBP6.1m in initiatives to
increase Estate Agency market share over the medium term.
The Estate Agency Division increased Underlying Operating Profit
by 42% to GBP10.3m (2010: GBP7.2m) a year when house purchase
approvals fell by 4% in the first half of the year and then
increased by 10% in the second half, resulting in a full year
increase of 3% to 593,000 (2010: 575,000). Repossession volumes
fell by 1% to 35,800 in the year (2010: 36,300). The Estate Agency
Division outperformed the market through continued profit
improvement in the ex HEAL branches, market share gains, strong
growth in Lettings and Financial Services and benefits from the
first year of integration of our mortgage intermediary businesses
which were acquired in 2010.
The Surveying Division traded well in a difficult market.
Although total mortgage approvals increased by 2% to 1.2m (2010:
1.2m) this included a 14% increase in remortgages to 387,000 (2010:
339,000), the majority of which did not result in a physical
valuation. Surveying revenue decreased by 5% and Underlying
Operating Profit decreased by 13% to GBP23.7m (2010: GBP27.3m) with
Underlying Operating Margin of 31.0% (2010: 33.7%). The revenue
decline occurred mostly in the first half during which many of our
key lender clients were trading against particularly challenging
comparatives. In addition, profitability and margin were impacted
by continued investment in industry leading service levels.
Professional Indemnity ('PI') claims in the market have
continued at high levels especially relating to valuations
undertaken in the period between 2005 and 2007. There has been a
net reduction in the provision for inaccurate valuations to GBP9.6m
(2010: GBP10.9m) as a result of the increase relating to new and
possible expected claims being offset by the settlement of a number
of existing claims. While the income statement charge in 2011 was
in line with budgeted levels, cash payments for settlement of
claims have run at a higher rate particularly in the second
half.
Profit before tax, amortisation and exceptional costs was
GBP28.5m (2010: GBP33.9m). The prior year included a one-off gain
on the sale of an investment amounting to GBP3.9m. Acquisition
costs relating to Marsh & Parsons contributed to an overall net
exceptional cost of GBP2.4m (2010: exceptional profit GBP10.2m).
The 2010 net exceptional profit was mostly as a result of the
acquisition of the assets of HEAL. Amortisation during the year was
GBP8.5m (2010: GBP8.1m) giving a profit before tax of GBP17.6m
(2010: GBP36.0m). The profit after tax was GBP13.2m (2010:
GBP34.5m). On an adjusted basis, earnings per share, benefitted
from a lower tax rate and was flat at 21.0p (2010: 21.0p).
Cash generated from operations before exceptional costs was
GBP22.4m (2010: GBP30.7m) after capital expenditure of GBP3.2m
(2010: GBP5.0m) and revenue investment in the Estate Agency
initiatives of GBP6.1m (2010: nil). Cashflow was lower compared to
the previous year because of an increase in working capital driven
by the loss of HIPs income, an increase in deferred marketing fees,
higher PI cash payments and investment in Asset Management work in
progress. Without the acquisition of Marsh & Parsons, the
strong cashflow would have resulted in net debt improving from
GBP4.9m at 31(st) December 2010 to net cash of GBP7.1m even after
payment of GBP1.1m for a number of lettings businesses, investment
in joint ventures of GBP0.7m and an increase in dividends paid in
the year of GBP0.8m. After the payment of an initial cash
consideration of GBP45.4m for Marsh & Parsons, acquisition
costs paid of GBP0.9m and cash acquired of GBP5.7m; net debt was
GBP38.4m as at 31(st) December 2011 (2010: GBP4.9m).
Dividend
As a result of the strong underlying profitability of the Group
and the Board's view of future prospects for the business following
the many positive developments during 2011, a maintained final
dividend of 5.9p per share will be proposed to shareholders at the
forthcoming AGM, bringing the total dividend for 2011 to 8.7p per
share. This represents a 4% increase on the 2010 dividend of 8.4p
per share. The proposed dividend payment is slightly higher than
our previously stated policy of applying a dividend payout ratio of
between 30% to 40% of Group Underlying Operating Profit after
interest and tax and reflects our confidence in the future and cash
generative characteristics of the Group The ex dividend date for
the final dividend is 28(th) March 2012 with a record date of
30(th) March 2012 and a payment date of 27(th) April 2012.
Shareholders have the opportunity to elect to reinvest their cash
dividend and purchase existing shares in LSL through a dividend
reinvestment plan.
Developments
In Surveying we have continued to invest in industry leading
solutions and service levels and have secured a number of key
contract renewals during the period, most notably extending our
relationship with Barclays for the provision of UK residential
survey and valuation services for a new 30 month term from January
2012.
We are particularly pleased with the progress we have made
during 2011 in expanding the provision of surveying services for
private buyers. This is a key strategic initiative for the Group
and has delivered revenue of GBP2.8m in the year. This result has
primarily been achieved by accessing private buyers through Group
distribution channels. We are now expanding our product range and
distribution channels.
The Estate Agency Division has performed well in a market in
which mortgage approvals increased by 3%, although all of the
increase occurred in the final four months of the year. The typical
three month lag between a mortgage approval and house completion
resulted in market completions falling by an estimated 5% year on
year. Our market share has increased from 4.5% in 2010 to 4.7% in
2011 but was somewhat depressed by the significant increase in
mortgage approvals in the final few months of the year, the benefit
of which will not be felt until early 2012. The market share
increase has been driven by the GBP6.1m investment made in branch
management, 'The Bridge' call centre and in additional online
activity. We are well placed going into 2012 with the pipeline 7%
higher in December 2011 than in December 2010.
Lettings and Financial Services income streams have grown by 20%
and 49% respectively during the year with a particularly strong
contribution from the ex HEAL branches. More generally, the ex HEAL
business contributed an improvement in operating profit of GBP3.2m
in 2011 compared to 2010.
A key development for the Estate Agency Division was the
acquisition of Marsh & Parsons which has an excellent
geographic and strategic fit with LSL. It gives LSL exposure to the
prime Central London market where volumes and commission rates have
been consistently strong compared to other parts of the UK. The
business represents a trusted premium brand with consistently high
customer satisfaction levels and is led by a high quality and
experienced management team who have an excellent track record and
have built a business model balanced equally between residential
sales and lettings. The management team has exciting growth plans
for the future including two new openings during 2012. In addition,
LSL is prepared to augment these plans with 'bolt on' acquisition
opportunities where appropriate.
Our Asset Management business increased its market share once
again. Although Asset Management income of GBP13.9m was the same as
in the prior year (2010: GBP13.9m) this was against a reduction of
1% in market volumes. When combined with Lettings income of
GBP29.6m (2010: GBP24.6m) this resulted in total counter cyclical
income of GBP43.5m (2010: GBP38.5m) which is a now a key profit
driver for LSL. Lettings income accounted for 21% of total Estate
Agency revenues in 2011 (2010: 19%) and this is expected to
increase further during 2012.
Corporate Governance and Board
The Board is committed to high levels of corporate governance as
defined by the June 2010 UK Corporate Governance Code. We conduct
an annual review of matters reserved for the Board and we have
reviewed the terms of reference of its Committees during the year.
We will be adopting the practice of all our Directors standing for
re-election at this year's AGM.
The Nominations Committee have considered at length the
composition of the Board, the balance of skills and experience
required to optimise shareholder value, and its policy on
diversity. In this context, I am delighted that we recently
announced the appointment of Helen Buck as an additional Non
executive Director with effect from 1(st) December 2011. Helen is
currently on the Board of Sainsbury's Supermarkets Limited as
Retail Director and previously held senior retail and marketing
positions at Marks & Spencer PLC and Safeway PLC. I am sure
Helen will make a valuable contribution to the Board and to the
growth of the business. Amongst our Non Executive Directors, we
have experience in surveying, financial services, residential
housing building, retail and marketing, operations, business
services, entrepreneurial private and public companies and
finance.
We have also recognised the benefits of gender diversity on the
Board. We now have two female Directors representing 22% of the
Board. We have also reviewed gender diversity across the management
teams within the Group businesses through a gender diversity
survey. I am reassured by the feedback as it confirms that the
Group is sufficiently diverse and positive to our female employees
We do not believe in setting targets for the number of female
directors on the Board and while we will continue to appoint on
merit, I will ensure that our searches take into account
diversity.
I also continuously review and encourage feedback on the
effectiveness of the Board and undertake an annual evaluation.
Whilst no significant issues requiring action arose from these
evaluations, a number of recommendations were made to further
improve the effectiveness of the Board.
People
The Group expanded further during 2011 through both investment
in our existing businesses and through acquisitions. I would like
to extend a very warm welcome to all new colleagues and wish them
well in their careers with the group. In total, the number of Group
employees increased by 341 (8%) to 4,831 (2010: 4,490).
This has been another particularly challenging year and our
Group revenues have been underpinned by exceptional customer
service in the face of ever increasing competition in a low
transaction environment. Such service is dependent on the skills
and efforts of our employees and I would like to thank them all for
the tremendous commitment they have shown during the year.
Current trading and outlook
Housing transaction volumes remain at less than half of normal
historic levels and the Group retains a cautious view of 2012. The
housing market is now entering a fourth year that will be impacted
by a shortage of available mortgage finance added to which the
ongoing general economic uncertainty is adversely impacting
consumer confidence.
Against this difficult backdrop the Group will continue to focus
on growing market share and profitability in Estate Agency and on
the retention of key lender clients for Surveying and Valuation
Services. There are also significant opportunities to build on the
strong start made in providing surveying services to private buyers
and to expand our presence in the prime Central London market
through Marsh & Parsons.
Activity levels to the end of February 2012 are in line with our
expectations with market volumes still constrained. We are making
further progress as planned with our organic growth initiatives
across the Group and Marsh & Parsons is trading well.
The Group is extremely cash generative and has a strong balance
sheet. We will retain a prudent approach to leverage which will
place a premium on delivery of organic growth but with scope for
further acquisitions. The Group is well placed to increase
shareholder value through the execution of this strategy.
Roger Matthews
1(st) March 2012
Surveying and Valuation Services
In 2011 e.surv Chartered Surveyors renewed a major contract with
a key lender client and continued to develop services for the
private survey market.
2011 2010
Financial GBPm GBPm
----------------------------------- ------ ------
Revenue 76.6 80.9
Operating expenditure (52.9) (53.6)
Underlying Operating Profit 23.7 27.3
----------------------------------- ------ ------
KPIs
----------------------------------- ------ ------
Profit margin (%) 31% 34%
Jobs Performed (000s) 500 531
Revenue from private surveys
(GBPm) 2.8 -
Income per job (GBP) 153 153
Professional Indemnity insurance
provision (GBPm) 9.6 10.9
Underlying Operating Margin 31% 34%
Number of surveyors 425 412
----------------------------------- ------ ------
Surveying Division Performance
While total mortgage approvals during 2011 increased by 2% to
1.2m, this included a 14% increase in remortgages, not all of which
result in a physical valuation. In addition, key lender clients
were trading against challenging comparatives, particularly in the
first half of the year. Against this backdrop the Surveying
Division has traded well. Turnover fell by 5% to GBP76.6m (2010:
GBP80.9m) with the total numbers of jobs performed reducing by 6%
to 500,000 (2010: 531,000). The Division made excellent progress in
developing surveying services for private buyers and delivered
revenue of GBP2.8m in the year (2010: nil).
Underlying Operating Profit reduced by 13% and the Underlying
Operating Profit margin decreased to 31% (2010: 34%) which
reflected both the overall revenue decline and further investment
in provision of high service levels for all lender clients. As part
of this investment there was a switch towards the use of employed
surveyors rather than contractors and the total number of employed
surveyors increased to 425 (2010: 412).
PI claims in the market have continued at high levels especially
relating to valuations undertaken in the period between 2005 and
2007. There has been a net reduction in the provision for
inaccurate valuations to GBP9.6m (2010: GBP10.9m) as a result of
the increase relating to new and possible expected claims being
offset by the settlement of a number of existing claims. While the
income statement cost in 2011 was in line with budgeted levels,
cash payments for settlement of claims have run at a higher rate
particularly in the second half.
Surveying Developments
2011 saw a successful start to the delivery of our private
survey initiative and levels of revenue and margin have exceeded
expectations. The Group has an unparalleled potential distribution
network for private surveying services including other key lender
clients, the Group's Estate Agency branch network including, online
activity, direct marketing and through the e.surv Chartered
Surveyors and Barnwoods brands. We will be accelerating the roll
out of our offer through additional distribution channels during
2012.
e.surv Chartered Surveyors successfully renewed the Barclays
surveying and valuation services contract for a 30 month term
commencing from 1(st) January 2012. This was an excellent
achievement in what continues to be very uncertain market
conditions and is a reflection of our market leading service
levels. The C&G contract contributed GBP12.5m of turnover in
2011 compared to GBP13.6m in 2010 due to the impact of Lloyds
Banking Group's mortgage strategy and is due for renewal in July
2012.
The Surveying Division has a number of key relationships which
are managed both on an exclusive basis and through panel management
arrangements. We continue to remain committed to providing
excellent quality advice and service levels to all lender clients
and have underpinned this with further investment during the
year.
Feedback from both our lender clients and private customers is
consistently positive and we particularly differentiate ourselves
on meeting demanding key service measures. For lender clients these
include turnaround time for valuations reflecting our use of
innovative technology, the flexibility of our panel management
arrangements and assisting lenders in the management of the risk of
mortgage fraud. Our Surveying Division's risk management
arrangements have been widely acknowledged by our lender clients as
being market leading and unique.
During 2011 e.surv Chartered Surveyors' risk management and
relationship management arrangements have received recognition
through the nomination for the Managing Partners and European
Leadership Awards and the CCR Credit Excellence Awards. Further
details relating to these nominations are set out below together
with details of how we manage customer relationships.
Looking forward, we expect the tough market conditions combined
with the ongoing cycle of key contract renewals to increase
pressure on margins in this division but in the medium term we
expect to be able to mitigate this margin pressure by capitalising
on what is a major opportunity to not only claim a significant
share of the current private survey market and also to expand the
market through education of customers.
e.surv Chartered Surveyors Achievements & Awards 2011 &
2012
e.surv Chartered Surveyors, LSL's largest surveying business,
has achieved a number of awards and accreditations:
Mortgage Strategy Awards 2012
e.surv Chartered Surveyors received the Best Surveyor/Valuer
award on 28(th) February 2012.
Marketing Week Engage Awards 2011
e.surv Chartered Surveyors was a finalist in the Design category
at the 2011 Marketing Week Engage Awards - a great achievement for
competing against the biggest brands in the industry.
Sunday Times - Best Companies 2012 - one to watch
e.surv Chartered Surveyors received this award in February 2012,
having come extremely close to being in the top 100 in 2011.
IIP Accreditation
The Investors In People accreditation was achieved at e.surv
Chartered Surveyors' Head Office location in Kettering.
Mortgage Strategy Awards 2011 - Finalist for Best
Surveyor/Valuer
e.surv Chartered Surveyors was a finalist and came second in the
Best Surveyor/Valuer category at the Mortgage Strategy Awards.
Managing Partners and European Leadership Awards 2012 Best
Innovation in Client Service or Relationship Management Nominee
Having been listed as a finalist at the MPF European Practice
Management Awards for Risk Management in 2011, e.surv Chartered
Surveyors has once again received a nomination in 2012. This time
the nomination for the Managing Partners and European Leadership
Awards relates to client services and relationship management.
These awards recognise the integrated and embedded approach and
active involvement to relationship management promoted by e.surv
Chartered Surveyors.
BSi ISO 9001 Accreditation Extended
e.surv Chartered Surveyors once again secured an extension to
its ISO 9001:2008, which was originally achieved in 1996. e.surv
Chartered Surveyors again conformed 100% to the requirements of the
internationally recognised standard, when independently reviewed by
the leading global provider of standards and certification body,
British Standards Institution (BSi). This also covers quality
management systems, maintained by the International Organisation
for Standardisation.
CCR Credit Excellence Awards 2011
e.surv Chartered Surveyors was selected as a finalist in the CCR
Credit Excellence Awards 2011 in the category for "Credit
Excellence in Risk". The position within this category was awarded
for continued development of risk management and mitigation
controls to support its lender clients.
"e.surv Chartered Surveyors is objectively recognised by our
clients and professional indemnity insurers as leading the way in
the management of risk within the Surveying Industry. The business
embraces risk management as a tool to "de-risk" the business,
derive a unique selling point and secure new and strengthen
existing client contractual relationships."
Estate Agency and Related Services
In 2011 LSL acquired Marsh & Parsons in line with our
acquisition strategy to expand our presence in the prime Central
London residential sales and lettings markets
Actual - including Like-for-like - excluding
Marsh & Parsons Marsh & Parsons
2011 2010 % 2011 2010 %
Financial GBPm GBPm change GBPm GBPm change
------------------------------ ------- ------- ------- --------- -------- --------
Exchange fees 56.8 52.4 9% 54.8 52.4 5%
Lettings income 29.6 24.6 20% 29.1 24.6 18%
Asset management income 13.9 13.9 0% 13.9 13.9 0%
Financial Services income 27.6 18.6 49% 27.6 18.6 49%
Other income(1) 13.9 16.2 -14% 13.8 16.2 -14%
Total income 141.8 125.7 13% 139.2 125.7 11%
Operating expenditure (131.5) (118.5) 11% (129.5) (118.5) 9%
Underlying Operating Profit 10.3 7.2 42% 9.7 7.2 34%
------------------------------ ------- ------- ------- --------- -------- --------
KPIs
------------------------------ ------- ------- ------- --------- -------- --------
Exchange units 27,643 25,766 7% 27,540 25,766 7%
Market Share 4.7% 4.5% 4% 4.64% 4.48% 4%
Underlying Operating Margin 7.2% 5.8% 26% 7.0% 5.8% 21%
1 'Other income' includes franchising income, conveyancing
services, Energy Performance Certificates, Home Reports, utilities
and other products and services to clients of the branch
network.
Estate Agency Performance
The Estate Agency Division acquired Marsh & Parsons in
November 2011 and the trading has so far had a small impact on the
overall performance of the division but is expected to have a
significant impact in 2012. Therefore the results are presented on
both an actual and like-for-like basis (excluding Marsh &
Parsons). Further details about Marsh & Parsons are set out
below and in the Circular to Shareholders dated 4(th) November
2011, which is available at
www.lslps.co.uk/investors-relations/investor-communications.
The Estate Agency Division delivered a strong performance in
2011 with excellent growth in lettings and financial services
income streams. The number of mortgage approvals for house
purchases increased by 3% to 593,000 (2010: 575,000) which compares
to historic normalised levels of 1.2m. The increase in approvals
all occurred in the final four months of the year and the typical
three month lag between a mortgage approval and house purchase
completion actually meant that market completions in 2011 fell by
an estimated 5% year on year.
Against this background, total Estate Agency income increased by
13% to GBP141.8m (2010: GBP125.7m) and on a like-for-like basis by
11% to GBP139.2m (2010: GBP125.7m). Underlying Operating Profit
increased by 42% to GBP10.3m (2010: GBP7.2m) and on a like for like
basis by 34% to GBP9.7m (2010: GBP7.2m) after investment of GBP6.1m
in people and the new call centre. The HEAL business which was
acquired in January 2010 delivered a break even performance in 2011
(2010: GBP3.2m operating loss) driven by significant increases in
Lettings and Financial Services income in the ex HEAL branches.
These income streams have also increased in the original, non HEAL
branches and this is discussed later in this review.
The acquisition of Marsh & Parsons provides a business with
an excellent geographic and strategic fit for LSL. It gives LSL
exposure to prime Central London property market where volumes and
commission rates have been consistently high and strong compared to
other parts of the UK. For the short period between acquisition and
the year-end, Marsh & Parsons has traded in line with the
Directors' expectations. The management team at Marsh & Parsons
is very experienced, has built a business model balanced equally
between residential sales and lettings and has an excellent track
record in delivering growth.
Estate Agency Branches
Your Move, Reeds Rains and the LSLi brands all continued to
perform well during a year in which mortgage approvals reduced in
the first half year and then increased significantly in the final
four months. LSL has historically measured market share by
comparing exchanges against house purchase mortgage approvals data
issued by the Bank of England. Using this measure our market share
increased from 4.5% to 4.7% in 2011. However, taking into account
the three month time lag between mortgage approval and house
purchase completions, market completions fell by an estimated 5% in
2011. Our market share of 4.7% was depressed by the significant
increase in mortgage approvals in the final months of the year, the
benefit of which can be seen in the 7% year on year increase in the
pipeline. This increase in market share in our Estate Agency
Division has mainly been driven by the investment in people and the
new call centre.
Counter Cyclical Income
The counter cyclical income streams of Lettings and Asset
Management are particularly important to LSL in depressed market
conditions. In 2011 LSL has focussed on growing lettings income
especially in the ex HEAL branches to minimise the impact of the
market downturn. During 2011 like-for-like Lettings income grew by
an impressive 18%. Despite the uncertain economic conditions
impacting the housing market and the steady stream of disappointing
economic news the repossessions volume fell by 1% to 35,800 in 2011
(2010: 36,300). We are pleased that our market share in Asset
Management has increased during the year with revenue remaining at
GBP13.9m (2010: GBP13.9m) in a declining market. Our Asset
Management business is well positioned to capitalise on an increase
in repossession volumes when they eventually occur.
Financial Services
Financial services income has increased by 49% in 2011 to
GBP27.6m (2010: GBP18.6m). This was due to a combination of
increase in financial services income from the residential sales
branches and also full year revenue benefit from the acquisition of
the Home of Choice network, (which was acquired by First Complete
in May 2010) and Pink Home Loans (acquired in November 2010). We
have now successfully integrated the 2010 acquisitions and
simplified our regulatory operating model with Your Move and Reeds
Rains becoming the appointed representatives of First Complete.
Total gross mortgage lending arranged through our financial
services network in 2011 was GBP6.8 billion (2010: GBP2.6
billion).
Developments
The key Estate Agency developments during 2011 were the
continued focus on execution of the market share growth initiatives
started in 2010 and also the acquisition of Marsh &
Parsons.
The market share growth initiatives have been built on the
platform of an Estate Agency branch network which had been expanded
by the acquisition of the HEAL business in January 2010. Following
a successful integration of HEAL, all branches have offered a
service covering Residential Sales, Lettings and Financial Services
since mid 2010. Lettings and Financial Services growth has been
targeted with excellent results and is on track to follow a three
to five year growth maturity curve with prospects enhanced by
favourable conditions in the lettings market. In addition, a number
of individual lettings books have been acquired in various
locations across the country on a tactical basis.
The key element of the organic growth initiative was to increase
market share in Residential Sales. The initiative was started in
2010 with refurbishment of all branches and with investment in
people at the branch level. This has continued during 2011 and in
January 2011 our new call centre 'The Bridge', was opened. 'The
Bridge' operates to help generate instructions for the branches and
has had a very successful first year. Overall, market share has
increased from 4.5% to 4.7% during the year and pipelines in
December 2011 were 7% higher compared to December 2010.
We have also been aiming to increase our market share of higher
value properties, against the backdrop of Your Move and Reeds Rains
typically selling houses at the national average house price of
circa GBP160,000. This has proved more difficult in the prevailing
market conditions and while we have had some success this area
remains a major opportunity for the future.
Marsh & Parsons
In November 2011, LSL acquired Marsh & Parsons, which is a
leading London estate agency operating a premium brand in the
mid-segment of the prime Central London property market where sale
volumes have been robust and commission rates consistently strong
in comparison with other parts of the UK.
About Marsh & Parsons
Headquartered in Hammersmith, Marsh & Parsons is a leading
premium brand London estate agency operating exclusively in the
prime London housing market of Central and South West London from
its fourteen branches. It was originally established in 1856 when
its founder, William T Marsh, established an estate agency on
Kensington High Street.
From its inception, the firm has established itself as one of
the leading residential estate agents in Central London and it is
one of the longest established estate agents in the Royal Borough
of Chelsea and Kensington. Marsh & Parsons' fourteen branches
offices are based in Balham, Barnes, Battersea, Brook Green,
Chelsea, Clapham, Fulham, Holland Park, Kensington, Little Venice,
North Kensington, Notting Hill, Pimlico and there is also a virtual
office in Mayfair.
The customer offering is predominantly residential sales and
lettings services, but it also includes corporate relocation
services, property management, residential development, advisory
services and professional valuation services.
In June 2005, Marsh & Parsons was acquired by Sherry
FitzGerald (Ireland's largest estate agency group) under the
leadership of Peter Rollings (previously the Managing Director of
Foxtons) and Liza-Jane Kelly. Since then, Marsh & Parsons has
grown rapidly (turnover has increased from GBP10.4m in 2006 to
GBP23.3m in 2010) following the opening of new branches and the
acquisition and rebranding of Vanstons in 2007.
In 2010, Marsh & Parsons won the Sunday Times "Best Medium
Sized London Agency" award, as well as the "Best Medium Sized UK
Agency" award and the "Best Overall UK Estate Agency" award. It
holds memberships of both the Association of Residential Lettings
Agents (ARLA) and The Property Ombudsman (TPO).
Marsh & Parsons had 208 full time equivalent employees as at
31(st) December 2011.
The Acquisition
Marsh & Parsons was formerly a subsidiary of Sherry
FitzGerald which owned 72% of the entire issued share capital, with
the remaining 28% of the issued share capital being owned by the
Marsh & Parsons Management Shareholders. Following LSL's
acquisition, the Marsh & Parsons Management Shareholders have
remained with the business and, as part of their commitment they
have reinvested 50% of the net consideration that they received
(GBP6.5m) back into the business.
The enterprise value of the acquisition was GBP50.0m. After
accounting for cash and excess working capital of approximately
GBP3.1m, LSL paid a total consideration of GBP53.4m (before fair
value adjustment to loan notes), which was satisfied by GBP45.4m in
cash, GBP7.6m in loan notes and GBP0.4m in Growth Shares for the
entire issued share capital of Marsh & Parsons.
Marsh & Parsons Management Shareholders have been
incentivised to grow the profitability of the business through the
allocation of the GBP0.4m of Growth Shares which can be sold to LSL
at any time between 31(st) March 2016 and 1(st) April 2020.
The transaction was funded using LSL's existing bank facility
and is expected to significantly enhance adjusted earnings per
share for LSL's shareholders in 2012.
Benefits of the Acquisition
The Directors believe that the transaction has a compelling
strategic and financial rationale, with significant benefits for
LSL's shareholders. The London estate agency market has
historically proven to demonstrate more robust features through the
property cycle. The acquisition of Marsh & Parsons provides LSL
the opportunity to significantly increase its exposure in this key
geographical location, and provides a vehicle to capitalise on
further expansion opportunities in London and, in the medium term,
to benefit from the market recovery.
Following the acquisition, Marsh & Parsons continues to
operate independently as a separate business and brand within the
Group, which already operates a number of estate agency brands and
businesses.
The key benefits which flow from the transaction can be
summarised as follows:
a. The transaction provides LSL with a presence in the
mid-segment of the prime Central London estate agency market. Marsh
& Parsons is geographically complementary to LSL's existing
estate agency footprint and provides the wider Group with greater
coverage of the UK property market.
b. The London property market has historically shown more robust
characteristics than the wider UK property market, though
transaction levels are still circa 40% lower than peak levels in
2007. The higher proportion of cash sales and greater participation
of foreign buyers provide the London property market with higher
levels of growth during stronger economic periods but also more
resilience against restricted mortgage availability and general
economic weakness. More generally, limited housing supply and
strong demand for properties from both domestic and foreign buyers
contribute to the inherent attractiveness of the London market.
c. The Marsh & Parsons business model is to drive revenue
across both residential sales and lettings in order to reduce
exposure to the natural cyclicality of the property market. This
has been achieved and revenue in 2010 was broadly evenly split
between residential sales and lettings.
d. Marsh & Parsons represents a trusted premium brand,
established for over 150 years, which enjoys excellent customer
satisfaction levels, enabling Marsh & Parsons to increase its
market share by 66% since 2005, including the period of the recent
market downturn.
e. LSL has gained a high quality, dynamic and experienced
management team with an outstanding record of delivering strong and
profitable growth against the backdrop of challenging market
conditions. The team is led by Chief Executive Peter Rollings, who
has over 25 years' experience of successfully growing estate agency
businesses in the London market with both Foxtons and Marsh &
Parsons, and Liza-Jane Kelly, who has over 18 years in the property
market including experience with Sherry FitzGerald, Hamptons
International and Marsh & Parsons. The Marsh & Parsons
Management Shareholders remain committed to and will be reinvesting
in the business.
f. The Marsh & Parsons Management Shareholders have exciting
growth plans for the business which builds on their recent track
record of doubling their number of offices. The next stage of the
business plan includes increasing market share across the existing
portfolio and further roll out of new offices across prime areas of
London together with further bolt on acquisition opportunities.
g. While Marsh & Parsons will operate independently within
the Group, there will be opportunities for synergies. LSL has a
strong track record of encouraging its separately branded estate
agency businesses to share best practice and, in particular, there
may be opportunities for Marsh & Parsons to further develop
certain revenue streams. In addition, it is possible that some
existing LSL estate agency branches in London could be rebranded
Marsh & Parsons.
h. In a challenging London market, Marsh & Parsons has
demonstrated an excellent track record of delivery since 2005
through its investment in people, market, business model and brand.
During this period, its market share has increased by 66%, revenue
has increased by 53% per annum (compound annual average growth
rate) and the operating result has improved from a loss of GBP0.6m
in 2005 to a profit before tax of GBP6.3m in 2010. The business has
also delivered excellent cash conversion during this time with high
margins and relatively low levels of capital expenditure.
Regulation
First Complete, Advance Mortgage Funding and BDS Mortgage Group
are all directly authorised by the Financial Services Authority in
relation to the sale of mortgage, pure protection and general
insurance products. Your Move and Reeds Rains along with the LSLi
subsidiaries are all appointed representatives of First Complete,
while Linear is an appointed representative of Advance Mortgage
Funding for mortgage and insurance business and also an appointed
representative of Openwork (for investment business). Reeds Rains
is also an appointed representative of Letsure for the sale of rent
indemnity insurance.
As a result of Linear's appointment by Openwork, LSL has a small
indirect shareholding of Openwork.
Estate Agency and Related Services Awards 2011 & 2012:
The Estate Agency businesses, achieved the following industry
awards demonstrating LSL's continued commitment to customer
services:
The Sunday Times Estate Agency of the Year Awards are now a
recognised benchmark for excellence throughout the estate agency
industry. Competition is fierce from estate agencies nationwide and
an award is a great achievement.
Your Move
Sunday Times Estate Agency of the Year Awards 2011:
Gold- Best Marketing
Silver - Best Financial Services
Sunday Times Lettings Agency of the Year Awards 2011:
Bronze - Best Property Management
Bronze - Best Lettings Franchise
Reeds Rains
Sunday Times Estate Agency of the Year Awards 2011:
Shortlisted Best Financial Services Provider
Marsh & Parsons
The Negotiator Awards 2011 - Quadruple Winners
At the 2011 Negotiator Awards Marsh & Parsons were winners
of four categories - National Lettings Agency of the Year,
Marketing Team of the Year, Leader of the Year, and named as
overall "most admired estate agency" earning the Supreme Agency of
the Year title.
National Lettings Agency of the Year - the judges were
particularly impressed with Marsh & Parsons' newly launched
initiatives, including an international desk offering 20 different
languages and the 2012 Olympic Accommodation service run by their
Corporate & Relocation Services team.
Marketing Team of the Year - Marsh & Parsons were
particularly commended for their 0% campaign, designed to introduce
the Marsh & Parsons' brand in areas where they were relatively
unknown.
Leader of the Year - Peter Rollings, Chief Executive of Marsh
& Parsons was announced as 2011's Estate Agency 'Leader of the
Year'. The judges were impressed with his transformation of the
Marsh & Parsons' brand, as well as his ability to get the best
out of his employees, who "praise their leader for his energy,
enthusiasm and commitment, but above all, for his passion for the
business".
Overall Supreme Agency of the Year - this award is judged by The
Negotiator's 'special academy' comprising 50 of the UK's leading
property professionals, including Marsh & Parsons' rivals.
Sunday Times Lettings Agency of the Year Awards 2011 -
Winner
Gold - Best Medium Letting Agent in London
Intercounty
Sunday Times Estate Agency of the Year Awards 2011 - Winner
Cecil Jackson Cole Award for Social and Corporate
Responsibility
The award recognised the work they have been doing with Shelter
during 2011 and 2012. The award helps to raise the profile of the
issues related to homelessness and raise more money for the cause.
Part of Intercounty's campaign included a sponsored sleep rough
when some of the staff led by Greg Young, its MD undertook a 24
hour street collection outside three of its branches in aid of
Shelter.
Pink Home Loans
Mortgage Strategy Awards 2011 and 2012 - Finalist
Pink Home Loans was a finalist in both years in the Best
Mortgage Network Category.
Linear Financial Services
Mortgage Strategy Awards 2012 and 2011 - Winner
Linear Financial Services was the winner in both years of the
Best Broker for Protection award.
First Complete
Mortgage Strategy Awards 2012 - Winner
First Complete won the Best Mortgage Network award
Mortgage Strategy Awards 2011 - Finalist
First Complete was a finalist in the Best Mortgage Network
category.
LSL Corporate Client Department (LSL CCD)
LSL CCD accredited to ISO 9001:2008
In 2011 LSL Corporate Client Department became the first
corporate asset manager to be accredited to ISO 9001:2008 leading
the way and setting standard in this field. This was achieved when
LSL CCD was independently reviewed by the leading global providers
of standards and certification body - the British Standards
Institution (BSI). This also covers quality management systems
maintained by the International Organisation for
Standardisation.
Mortgage Finance Gazette Award 2011 - Winner
LSL Corporate Client Department became the winner in the
Excellence in Treating Customers Fairly - Non Lenders category. It
was noted that: "Treating customers fairly is embedded in the
culture of the company from staff training systems, auditing and
complaint handling."
St Trinity Asset Management
St Trinity accredited to ISO 9001:2008
In 2011 St Trinity Asset Management became the first
part-exchange asset manager in the UK to secure ISO 9001:2008
accreditation, leading the way and setting standard in this field.
This was achieved when St Trinity was independently reviewed by the
leading global providers of standards and certification body - the
British Standards Institution (BSI). This also covers quality
management systems maintained by the International Organisation for
Standardisation.
LSL - The Bridge
Sunday Times Estate Agency of the Year Awards 2011 -
Finalist
Bronze - Innovation
LSL Land & New Homes
Sunday Times Estate Agency of the Year Awards 2011 -
Finalist
Bronze - Best New Homes
Business Review - Financial Review
The key drivers of the financial performance of LSL are
summarised below
Income statement
Revenue
Revenue increased by 6% to GBP218.4m in the year ended 31(st)
December 2011 (2010: GBP206.6m).
Operating Expenses Excluding Exceptional Costs, Amortisation and
Share Based Payment
Operating expenses increased by 7% to GBP189.0m (2010:
GBP176.4m). This was mainly in the Estate Agency and Related
Services Division and was due to higher revenue. Average full time
equivalent employees during the year was 3,930 (2010: 3,649).
Underlying Operating Profit
Group Underlying Operating Profit decreased by 2.6% to GBP31.1m
(2010: GBP31.9m) with the Underlying Operating Profit margin of
14.3% (2010: 15.4%).
Exceptional Items
Acquisition costs of GBP1.6m relating to Marsh & Parsons
contributed to an overall net exceptional cost of GBP2.4m (2010:
exceptional profit GBP10.2m).
Net Financial Costs
Net financial costs (excluding exceptional finance costs)
amounted to GBP1.8m (2010: GBP2.2m). The finance costs related
principally to interest and fees on the revolving credit
facility.
Taxation
The effective rate of corporation tax for the year was 24.6%
(2010: 4%). The effective tax rate for the year was impacted by non
taxable income for joint ventures and the impact of a rate change
on the deferred tax liability. Excluding this impact the effective
tax rate is 27.8%. The effective tax rate in the prior year was
lower due to the impact of non-taxable income on profit made on
disposal of the investment in Hometrack Data Systems Limited.
Adjusted Basic Earnings Per Share
The Adjusted Basic Earnings Per Share (as calculated in note 3)
is 21.0p (2010: 21.0p). The Directors consider this provides a
better and more consistent indicator of the Group's underlying
performance.
Balance Sheet
Capital Expenditure
Total capital expenditure in the year amounted to GBP3.2m (2010:
GBP5.0m). The capital expenditure predominantly comprised
expenditure on investment in Estate Agency initiatives.
Financial Structure
As at 31(st) December 2011 net debt (excluding loan notes issued
on the acquisition of Marsh & Parsons) was GBP38.4m (2010:
GBP4.9m). LSL has a GBP75.0m revolving credit facility in place
until March 2014 (2010: GBP75.0m). The net debt increase followed
the payment of initial consideration of GBP45.4m for Marsh &
Parsons and the payment of GBP1.1m for a number of lettings
businesses, investment in joint ventures of GBP0.7m and an increase
in dividend paid in the year of GBP0.8m.
Cash Flow
The Group produced GBP22.4m (2010: GBP30.7m) of operating
cashflow after capital expenditure of GBP3.2m (2010: GBP5.0m) and
revenue investment in Estate Agency initiatives of GBP6.1m (2010:
nil). Cashflow was lower compared to the previous year because of
an increase in working capital driven by the loss of HIPs income,
an increase in deferred marketing fees, higher PI cash payments and
investment in asset management work in progress. Without the
acquisition of Marsh & Parsons, the strong cashflow would have
resulted in net debt improving from GBP4.9m in December 2010 to net
cash of GBP7.1m even after payment of GBP1.1m for a number of
lettings businesses, investment in joint ventures of GBP0.7m and an
increase in dividends paid in the year of GBP0.8m. After the
payment of initial cash consideration of GBP45.4m for Marsh &
Parsons, acquisition costs paid of GBP0.9m and cash acquired of
GBP5.7m net debt was GBP38.4m as at 31(st) December 2011.
Net Assets
The net assets as at 31(st) December 2011 were GBP72.4m (2010:
GBP68.1m).
Treasury & Risk Management
LSL has an active debt management policy and due to the cash
generative nature of the business and the cash paid for the initial
consideration on the acquisition of Marsh & Parsons of
GBP45.4m, the Group's net debt position (excluding loan notes
issued on the acquisition of Marsh & Parsons) at 31(st)
December 2011 is GBP38.4m (2010: GBP4.9m). The Group has an
interest rate swap in place which fixes the interest on borrowings
up to GBP25m at an average rate of 2.93%. Which provides a degree
of predictability on finance costs. LSL does not hold or issue
derivatives or other financial instruments for trading
purposes.
International Financial Reporting Standards (IFRS)
The Financial Statements have been prepared under IFRS as
adopted by the European Union. LSL commenced reporting under IFRS
from 1(st) January 2005.
Principal Risks & Uncertainties
LSL's risk management arrangements form an integral part to its
overall framework for the management of risks and maintaining
internal controls. Through the framework, the Board continually
identifies, evaluates and manages the principal risks and
uncertainties faced by LSL and which could adversely affect its
business, operating results and financial condition.
This risk management and internal controls framework
includes:
a. Ownership of the risk management and internal controls
framework by the Board, supported by the Company Secretary, Head of
Risk & Audit and the Group Financial Controller;
b. A network of Risk Owners in each of LSL's business with
specific responsibilities relating to risk management and internal
controls;
c. The documentation and monitoring of risks are recorded and
managed through standardised risk registers which undergo regular
reviews and scrutiny by local boards and the Head of Risk &
Audit;
d. The Board regularly reviews a consolidated risk register as
part of planning and reporting cycle to ensure that risks which
impact the Group are identified, monitored and mitigated; and
e. Reporting by the Chairman of the Audit Committee to the Board
on any matters which have arisen from the Audit Committee's review
of the way in which the risk management and internal control
framework has been applied together with any breakdowns in, or
exceptions to, these procedures.
Listed below are the risks which the Board has identified as
being significant, and therefore the principal risks and
uncertainties faced by LSL, together with details of key mitigation
initiatives, which are subject to regular review.
Principal Risk & Uncertainty Mitigation
--------------------------------------------------------------- ------------------------------------------------
* The continued volatility and economic uncertainty
within the UK. In particular, within the UK housing
market, transaction volumes (both house purchase and
remortgage) and house prices may adversely affect the
profitability and cash flow of all our key brands and
businesses.
--------------------------------------------------------------- ------------------------------------------------
The Board regularly focuses on counter-cyclical
* The current economic uncertainty especially in the income streams to ensure that the
financial sector (both within the Eurozone and the growth in income in lettings and
UK) could also impact on lender behaviour and the asset management set off the impact
availability of mortgage credit which will have a of reduced transaction numbers.
consequential impact on the housing market by
impacting mortgage availability. The Board regularly reviews trends
in market volumes and decides whether
any actions such as cost base reductions
measures are required.
--------------------------------------------------------------- ------------------------------------------------
The Group CEO, the Group Finance
* Following the acquisition of Marsh & Parsons, LSL now Director and the Executive Director
has a new exposure to the Central London property for Estate Agency are all members
market. While historically the London market has been of the Marsh & Parsons' board and
more robust compared to the rest of the UK, there is their presence ensures the close
a risk that the London market fails to grow or that monitoring of the company's performance.
LSL fails to maximise the potential growth. Further, regular reviews of trends
in market volumes are undertaken
and decisions made on any cost base
reductions measures.
--------------------------------------------------------------- ------------------------------------------------
There has been an increased investment
* Loss of key surveying or corporate services clients in customer services to retain existing
or contracts at their renewal date or significant clients and attract new ones. In
reduction in volumes, either as a result of adverse addition, we are continuing to develop
market conditions, market consolidation, competition our private survey proposition to
or inadequate service delivery. provide an alternative income stream.
--------------------------------------------------------------- ------------------------------------------------
Monitoring arrangements include oversight
* Liability for inaccurate professional services advice by the Board (including regular review
to clients (e.g. inaccurate valuations) together with of the PI provision) and appropriate
the risk that LSL fails to maintain appropriate risk quality controls and Internal Audit
management arrangements. reviews of services provided on a
sample basis. There are also specific
controls implemented within the Surveying
Division which include a risk based
criteria in the identification of
transactions to be audited.
--------------------------------------------------------------- ------------------------------------------------
Regular monitoring by the Board is
* Failure to effectively deliver and manage the market undertaken on the Division's progress.
share initiatives for Estate Agency.
--------------------------------------------------------------- ------------------------------------------------
LSL business units are supported
* Changes in legislation or regulation or Government by the Compliance and Legal Services
policy may impact on business results or the UK teams who closely monitor any reform
housing market in general. proposals. Where appropriate Government
departments and/or trade bodies are
engaged in a dialogue.
--------------------------------------------------------------- ------------------------------------------------
LSL also faces other risks which, although important and subject
to regular review, have been assessed as less significant and are
not listed here. This includes some risks which were reported in
previous years' Annual Report & Accounts and which through
changes in external factors and careful management are no longer
material to the Group as a whole.
However, many risk factors remain beyond the direct control of
LSL and the risk management framework and procedures can only
provide reasonable but not absolute assurance that the principal
risks and uncertainties are managed to an acceptable level.
Further information relating to the management of these risks
and uncertainties is set out in the Corporate Governance Review
(Internal Controls) of the Annual Report.
Relationships
The Corporate Social Responsibility (CSR) statement in the
Annual Report details the arrangements for all LSL companies in
relation to:
-- Employment (including Equal Opportunities);
-- Health, Safety & Welfare;
-- Environmental; and
-- Social and Community Interests (including social and ethical issues).
Other than our shareholders, LSL's performance and value are
influenced by other stakeholders, principally our customers,
suppliers, employees, Government and our strategic partners. LSL's
approach with all these parties is founded on the principles of
open and honest dialogue based on a mutual understanding of needs
and objectives.
For example:
-- Lenders' relationships are managed via dedicated account
managers.
-- Employees are managed and consulted both on an individual
basis and via representative groups with LSL recognising Unite as
an employee representative body.
-- Group companies participate in relevant trade associations
and industry groups, such as Royal Institute of Chartered Surveyors
(RICS), the Association of Mortgage Intermediaries (AMI), the
National Association of Estate Agents (NAEA), the Association of
Residential Lettings Agents (ARLA), National Federation of Property
Professionals (NFoPP) and The Property Ombudsman (TPO), because
these give us genuine access to customer views and decision makers
in Government and other regulatory bodies.
-- Further, the Group aims to build partnerships with the
communities in which it operates and to offer support in addition
to providing employment and training, using local services and
suppliers where possible and paying taxes.
Environmental Matters
LSL recognises that the environment has an intrinsic value,
central to the quality of life and underpins economic development.
LSL understands that its stakeholders are interested in how LSL
manages its impact on the environment and how it is performing.
Further, stakeholders may also provide LSL with views and opinions
which can strengthen LSL's approach to environmental management.
Accordingly, LSL is committed to communicating on environmental
matters with all interested parties .Appropriate guidance and
training is also provided to all employees to ensure they have an
awareness of their impact on the environment and the role that they
play in managing the impact.
Group Income Statement
for the year ended 31 December 2011
2011 2010
Note GBP'000 GBP'000
--------- ---------
Revenue 2 218,381 206,607
Operating expenses:
Employee and subcontractor costs (124,786) (115,763)
Establishment costs (15,886) (14,891)
Depreciation on property, plant and equipment (2,581) (1,748)
Other (45,734) (43,960)
--------- ---------
(188,987) (176,362)
Rental income 1,044 1,690
Group's share of profit after tax in
joint ventures 679 -
Group operating profit before exceptional
costs, amortisation and share-based payments 31,117 31,935
Share-based payments (787) (298)
Amortisation of intangible assets (8,472) (8,077)
Exceptional (cost)/profit 4 (2,214) 12,189
Gain on sale of available-for-sale financial
assets - 3,923
Group operating profit 19,644 39,672
--------- ---------
Dividend income - 516
Finance income 4 5
Finance costs (1,874) (2,228)
Exceptional finance costs 4 (182) (2,007)
Net financial costs (2,052) (3,714)
Profit before tax 17,592 35,958
Taxation 6
- related to exceptional costs 570 4,911
- others (4,927) (6,334)
(4,357) (1,423)
--------- ---------
Profit for the year 13,235 34,535
--------- ---------
Attributable to
- Owners of the parent 13,217 34,500
- Non-controlling interest 18 35
Earnings per share expressed in pence
per share:
Basic 3 12.9 33.6
Diluted 3 12.9 33.4
Adjusted - basic 3 21.0 21.0
Adjusted - diluted 3 21.0 20.9
Group Statement of Comprehensive Income
for the year ended 31 December 2011
2011 2010
Note GBP'000 GBP'000
-------- ---------
Profit for the year 13,235 34,535
-------- ---------
Recycling of unrealised gains reserve - (3,900)
Recycling of cash flow hedge - 87
Income tax effect - (24)
-------- ---------
- 63
-------- ---------
Other comprehensive income for the year,
net of tax - (3,837)
Total comprehensive income for the year,
net of tax 13,235 30,698
-------- ---------
Attributable to
- Owners of the parent 13,217 30,663
- Non-controlling interest 18 35
-------- ---------
Group Balance Sheet
as at 31 December 2011
2011 2010
Note GBP'000 GBP'000
--------- ---------
Non-current assets
Goodwill 8 116,452 74,742
Other intangible assets 21,042 17,613
Property, plant and equipment 17,491 13,850
Financial assets 347 1,097
Investments accounted for using the 1,768 -
equity method
Total non-current assets 157,100 107,302
Current assets
Trade and other receivables 28,681 25,136
Cash and cash equivalents 7 435 338
--------- ---------
Total current assets 29,116 25,474
--------- ---------
Total assets 186,216 132,776
--------- ---------
Current liabilities
Financial liabilities 7 (2,246) (92)
Trade and other payables (46,603) (45,085)
Current tax liabilities (3,372) (258)
Provisions for liabilities (706) (584)
--------- ---------
Total current liabilities (52,927) (46,019)
--------- ---------
Non-current liabilities
Financial liabilities 7 (46,782) (5,155)
Deferred tax liability (4,772) (2,183)
Provisions for liabilities (9,352) (11,309)
--------- ---------
Total non-current liabilities (60,906) (18,647)
--------- ---------
Net assets 72,383 68,110
--------- ---------
Equity
Share capital 208 208
Share premium account 5,629 5,629
Share-based payment reserve 912 1,014
Treasury shares (2,747) (3,139)
Retained earnings 68,328 64,363
--------- ---------
Equity attributable to owners of parent 72,330 68,075
Non-controlling interests 53 35
Total equity 72,383 68,110
--------- ---------
Group Cash Flow Statement
for the year ended 31 December 2011
31 December 31 December
2011 2010
GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- ---------
Cash generated from operating activities
Profit before tax 17,592 35,958
Adjustments to reconcile profit before
tax to net cash from operating activities
Negative goodwill - (29,825)
Exceptional operating costs (excluding
negative goodwill and share-based
payments) 2,214 17,636
Gain on sale of available-for-sale
financial asset - (3,923)
Amortisation of intangible assets 8,472 8,077
Dividend income - (516)
Finance income (4) (5)
Finance costs 1,874 2,228
Exceptional finance costs 182 2,007
Share-based payments 787 298
--------- ---------
13,525 (4,023)
--------- ---------
Group operating profit before amortisation
and share-based payments 31,117 31,935
Depreciation 2,581 1,748
Share of results of joint ventures (679) -
Loss/ (gain) on sale of property,
plant
and equipment 8 (17)
--------- ---------
1,910 1,731
(Increase)/decrease in trade and
other receivables (2,054) 4,679
Decrease in trade and other payables
and provisions (5,359) (2,675)
--------- ---------
(7,413) 2,004
--------- ---------
Cash generated from operations pre
exceptional costs 25,614 35,670
Exceptional operating costs paid (1,315) (17,636)
Exceptional finance costs paid - (924)
--------- ---------
(1,315) (18,560)
Cash generated from operations 24,299 17,110
Interest paid (1,422) (1,957)
Tax paid (3,235) (3,485)
---------
(4,657) (5,442)
--------- ---------
Net cash generated from operating
activities 19,642 11,668
Cash flows from investing activities
Cash acquired on purchase of subsidiary
undertaking 5,707 25,946
Purchase of subsidiary undertakings (46,826) (3,742)
Investment in joint venture (671) -
Dividends received from joint venture 332 516
Interest received 4 5
Purchase of property, plant and
equipment (3,243) (4,982)
Proceeds from sale of property,
plant and equipment - 738
Purchase of available-for-sale financial
assets - (195)
Proceeds from sale of available-for-sale
financial asset 1,962 1,961
--------- ---------
Net cash generated from/(expended
on) investing activities (42,735) 20,247
Group Cash Flow Statement (continued)
for the year ended 31 December 2011
31 December 2011 31 December
2010
GBP'000 GBP'000 GBP'000 GBP'000
Cash flows from financing activities
Proceeds/ (repayment) of loans 32,939 (23,692)
Purchase of treasury shares (net
of consideration received on reissue
of treasury shares) (804) (597)
Dividends paid (8,945) (8,146)
--------- ---------
Net cash generated from (used in)
financing activities 23,190 (32,435)
Net increase/(decrease) in cash and
cash equivalents 97 (520)
Cash and cash equivalents at the
beginning of the year 338 858
-------- ----------
Cash and cash equivalents at the
end of the year 435 338
-------- ----------
Group Statement of changes in equity
for the year ended 31 December 2011
Year ended 31 December 2011
Share-
Share based
Share premium payment Treasury Retained Total Minority
capital account reserve shares earnings equity interest Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 January
2011 208 5,629 1,014 (3,139) 64,363 68,075 35 68,110
Profit for
the year - - - - 13,217 13,217 18 13,235
Total comprehensive
income 208 5,629 1,014 (3,139) 77,580 81,292 53 81,345
Purchase of
treasury shares - - - (1,762) - (1,762) - (1,762)
Reissuance
of treasury
shares - - (889) 2,154 (307) 958 - 958
Share-based
payments - - 787 - - 787 - 787
Dividend payment (8,945) (8,945) - (8,945)
--------- --------- --------- --------- ---------- -------- ---------- --------
At 31 December
2011 208 5,629 912 (2,747) 68,328 72,330 53 72,383
--------- --------- --------- --------- ---------- -------- ---------- --------
Year ended 31 December 2010
Share-
Share based Unrealised
Share premium payment Treasury gains Hedging Retained Total Minority
capital account reserve shares reserve reserve earnings equity interest Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 January
2010 208 5,629 2,259 (2,805) 3,900 (63) 36,729 45,857 - 45,857
Profit for
the year - - - - - - 34,500 34,500 35 34,535
Other
comprehensive
income - - - - (3,900) 63 - (3,837) - (3,837)
-------- -------- -------- --------- ----------- -------- --------- -------- --------- --------
Total
comprehensive
income 208 5,629 2,259 (2,805) - - 71,229 76,520 35 76,555
Purchase
of treasury
shares - - - (1,007) - - - (1,007) - (1,007)
Reissuance
of treasury
shares - - (1,543) 673 - - 1,280 410 - 410
Share-based
payments - - 298 - - - 298 - 298
Dividend
payment - - - - - - (8,146) (8,146) - (8,146)
At 31 December
2010 208 5,629 1,014 (3,139) - - 64,363 68,075 35 68,110
-------- -------- -------- --------- ----------- -------- --------- -------- --------- --------
Notes to the Preliminary Results
The financial information in this preliminary announcement does
not constitute LSL's statutory financial statements for the year
ended 31 December 2011 but has been extracted from the financial
statements, and as such, does not contain all information required
to be disclosed in the financial statements prepared in accordance
with IFRS.
Statutory financial statements for this year will be filed
following the Annual General Meeting. The auditors have reported on
these financial statements. Their report was unqualified and did
not contain a statement under section 498 (2) or (3) of the
Companies Act 2006
1. Basis of preparation
The accounting policies adopted are consistent with those of the
previous financial year except for the adoption of new Standards
and Interpretations as of 1 January 2011 which are applicable to
the Group, as noted below:
The amendments to the following standards below did not have any
impact on the accounting policies, financial position or
performance of the Group:
-- IAS 32 Amendments to IAS 32 Classification of Rights Issue
-- IAS 24 Related Party Disclosures (Revised)
-- Improvements to International Financial Reporting Standards 2010
-- IFRIC 14 Amendments to IFRIC 14 - Prepayments of a minimum funding requirement
-- IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
-- IAS 39 Financial Instruments: Recognition and Measurement -
Eligible hedged items (Amendment)
2. Segment analysis of revenue and operating profit
For management purposes, the Group is organised into business
units based on their products and services and has two reportable
operating segments as follows:
-- The estate agency and related services provides services
related to the sale and letting of housing. It operates a network
of high street branches. In addition, it provides repossession
asset management services to a range of lenders. It also sells
mortgages for a number of lenders and sells life assurance and
critical illness policies, etc for a number of insurance companies
via the estate agency branch and Linear network. It also operates
as a mortgage and insurance distribution company providing products
and services to financial intermediaries. The results of the
financial services segment, which does not meet the quantitative
criteria for separate reporting under IFRS have been aggregated
with those of estate agency and related services.
-- The surveying and valuation segment provides a professional
survey service of domestic properties to various lending
corporations and individual customers.
Each segment has various products and services and the revenue
from these products and services are disclosed under the Business
Review.
Management monitors the operating results of its business units
separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance is
evaluated based on operating profit or loss which in certain
respects, as explained in the table below, is measured differently
from operating profit or loss in the Group Financial Statements.
Head office costs, Group financing (including finance costs and
finance incomes) and income taxes are managed on a Group basis and
are not allocated to operating segments.
2. Segment analysis of revenue and operating profit (continued)
Operating segments
The following table presents revenue and profit information
regarding the Group's operating segments for the financial year
ended 31(st) December 2011 and financial year ended 31(st) December
2010 respectively.
Year ended 31(st) December 2011
Estate agency Surveying
and related and valuation
services services
GBP'000 GBP'000 Unallocated Total
Income statement information GBP'000 GBP'000
-------------- -------------- ------------ --------
Segmental revenue 141,811 76,570 - 218,381
-------------- -------------- ------------ --------
Segmental result:
- before exceptional costs,
amortisation and share-based
payments 10,280 23,722 (2,885) 31,117
- after exceptional costs,
amortisation and share-based
payments 6,049 16,753 (3,158) 19,644
-------------- -------------- ------------ --------
Finance income 4
Finance costs (1,874)
Exceptional finance costs (182)
--------
Profit before tax 17,592
Taxation (4,357)
Profit for the year 13,235
--------
Year ended 31(st) December 2010
Estate agency Surveying
and related and valuation
services services
GBP'000 GBP'000 Unallocated Total
Income statement information GBP'000 GBP'000
-------------- -------------- ------------ --------
Segmental revenue 125,672 80,935 - 206,607
-------------- -------------- ------------ --------
Segmental result:
- before exceptional costs,
amortisation and share-based
payments 7,236 27,301 (2,602) 31,935
- after exceptional costs,
amortisation and share-based
payments 20,447 22,139 (2,914) 39,672
-------------- -------------- ------------ --------
Dividend income 516
Finance income 5
Finance costs (2,228)
Exceptional finance costs (2,007)
--------
Profit before tax 35,958
Taxation (1,423)
Profit for the year 34,535
--------
3. Earnings per share (EPS)
Basic earnings per share amounts are calculated by dividing net
profit for the period attributable to ordinary equity holders of
the parent by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share amounts are calculated by dividing
the net profit attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of
ordinary shares that would be issued on the conversion of all the
dilutive potential ordinary shares into ordinary shares.
Profit Weighted 2011 Weighted 2010
after average Per share Profit average Per share
tax number of amount after number of amount
shares Pence tax shares Pence
GBP'000
GBP'000
Basic EPS 13,217 102,889,561 12.9 34,500 102,777,043 33.6
Effect of dilutive
share options - 1,829 - - 418,857 -
Diluted EPS 13,217 102,891,390 12.9 34,500 103,195,900 33.4
--------- ------------ ----------- --------- ------------ -----------
There have been no other transactions involving ordinary shares
or potential ordinary shares between the reporting date and the
date of completion of these financial statements.
Adjusted basic and diluted EPS
The Directors consider that the adjusted earnings shown below
give a better and more consistent indication of the Group's
underlying performance:
2011 2010
GBP'000 GBP'000
--------- ---------
Group operating profit before exceptional
costs, share-based payments and amortisation
(excluding non-controlling interest): 31,099 31,900
Net finance costs (excluding exceptional
costs and unwinding of discount on contingent
consideration) (1,766) (1,707)
Normalised taxation (7,773) (8,654)
Adjusted profit after tax(1) before exceptional
costs, share-based payments and amortisation 21,560 21,539
--------- ---------
Adjusted basic and diluted EPS
Adjusted Weighted 2011 Adjusted Weighted 2010
profit average Per share profit average Per share
after number of amount after number of amount
tax(1) shares tax(1) shares
GBP'000 Pence GBP'000
Pence
Adjusted Basic
EPS 21,560 102,889,561 21.0 21,539 102,777,043 21.0
Effect of dilutive
share options - 1,829 - - 418,857 -
Adjusted Diluted
EPS 21,560 102,891,390 21.0 21,539 103,195,900 20.9
--------- ------------ ----------- --------- ------------ -----------
(1) This represents adjusted profit after tax attributable to
equity holders of the parent. Tax has been adjusted to exclude the
prior year tax adjustments, and the tax impact of exceptional
items, amortisation and share-based payments. Effective tax rate
considered to calculate normalised taxation in 2011 is 26.5% (2010:
28%) to equity holders of the parent
4. Exceptional items
2011 2010
GBP'000 GBP'000
----------- -----------
Exceptional profit arising through acquisition
of HEAL:
Negative goodwill arising on acquisition - 29,825
Employee costs
Redundancy costs due to branch closures
and business reorganisation of the acquisition - (7,730)
Other
Acquisition and re-branding costs - (6,125)
----------- -----------
Exceptional profit arising through acquisition
of HEAL - 15,970
Other exceptional costs:
Employee costs
Redundancy costs due to business reorganisation (266) (756)
Other
Acquisition related costs (1,629) (96)
Others - (133)
Impairment of brand (153)
Contingent consideration in acquisitions
linked to employment (166) -
Provision for professional indemnity claims - (2,796)
----------- -----------
Total operating exceptional (costs)/income (2,214) 12,189
Finance costs
Banking and legal fees incurred for extension
of facility - (924)
Movement in fair value of interest rate
swap (182) (1,083)
----------- -----------
(182) (2,007)
----------- -----------
Net exceptional (cost)/ profit (2,396) 10,182
----------- -----------
5. Dividends paid and proposed
2011 2010
GBP'000 GBP'000
--------- ---------
Declared and paid during the year:
Equity dividends on ordinary shares:
2009 full year: 5.4p - 5,567
2010 Interim: 2.5p - 2,579
2010 Final: 5.9p 6,065 -
2011 Interim: 2.8p 2,880 -
--------- ---------
8,945 8,146
--------- ---------
Dividends on Ordinary Shares proposed (not
recognised as a liability as at 31(st) December):
Equity dividends on Ordinary Shares:
Dividend: 5.9p per share (2010: 5.9p) 6,070 6,064
--------- ---------
6. Taxation
The major components of income tax (credit)/charge in the group
income statements are:
2011 2010
GBP'000 GBP'000
------- -------
UK corporation
tax - current year 5,383 1,280
- adjustment in respect of prior
years 160 281
------- -------
5,543 1,561
Deferred tax:
Origination and reversal of temporary differences (764) (966)
Impact of rate change on deferred tax - (80)
Adjustment in respect of prior year (422) 908
------- -------
Total deferred tax credit (1,186) (138)
------- -------
Total tax charge in the income statement 4,357 1,423
------- -------
Income tax charged directly to equity is GBPnil (2010: credited
GBP24,000) which relates to deferred tax on the net loss on the
cash flow hedge.
In March 2011 the UK Government announced proposals to reduce
the main rate of corporation tax to 23% over 3 years with effect
from 1 April 2011. As of 31 December 2011 only the initial
reduction to 25% had been enacted. Accordingly this is the rate at
which deferred tax has been provided. If the subsequent reductions
in the tax rate to 23% had been substantively enacted at 31
December 2011 the deferred tax liability would have reduced by
GBP504,000.
Factors affecting tax charge for the year
The tax assessed in the profit and loss account is lower (2010:
lower) than the standard UK corporation tax rate, because of the
following factors:
2011 2010
GBP'000 GBP'000
-------- ---------
Profit on ordinary activities before tax 17,592 35,958
-------- ---------
Tax calculated at UK standard rate of corporation
tax rate of 26.5% (2010 - 28%) 4,662 10,068
Non taxable negative goodwill on acquisition (24) (8,351)
Non taxable income - (145)
Non taxable income from joint ventures (180) -
Non taxable profit on disposal of available
for sale financial asset - (1,098)
Benefit of deferred tax asset not previously
recognised 75 (998)
Disallowable expenses 622 796
Share-based payment relief 141 74
Temporary differences on non-qualifying properties (380) -
no longer recognised
Impact of rate change on deferred tax (390) (80)
Others 94 (32)
-------- ---------
4,620 234
Prior period adjustments - current tax 159 281
Prior period adjustment - deferred tax (422) 908
-------- ---------
Total taxation charge 4,357 1,423
-------- ---------
7. Analysis of net debt
2011 2010
GBP'000 GBP'000
-------- --------
Interest bearing loans and borrowings
* Current 2,246 92
* Non-current 46,782 5,155
-------- --------
49,028 5,247
Less: 2% unsecured loan notes (1,496) -
Less 12% unsecured loan notes (8,660) -
Less: cash and short-term deposits (435) (338)
Net debt at the end of the year 38,437 4,909
-------- --------
During the year, the Group has borrowed GBP33.4m (2010: repaid
GBP23.6m) of the revolving credit facility. The utilisation of this
revolving credit facility may vary each month as long as this does
not exceed the maximum GBP75m facility (2010: GBP75m). In 2010 the
banking facility was renewed and is repayable when funds permit or
by March 2014.
8. Acquisitions during the year
The Group acquired the following businesses during the year
a. Marsh & Parsons Limited
On 23(rd) November 2011, the Group through its newly
incorporated subsidiary Marsh & Parsons Holdings Limited,
completed the acquisition of the entire share capital of Marsh
& Parsons Limited for the consideration of GBP55.9m, which
after considering cash acquired of GBP5.7m is an enterprise value
of GBP50.2m. Marsh & Parsons is a leading London estate agency
operating a premium brand in the mid-segment of the prime London
property with 14 offices in Central and South-West London.
Due to the proximity of the timing of the transaction to the
year-end the fair value of the identifiable assets, except for cash
and cash equivalents, and liabilities of Marsh & Parsons as at
the date of acquisition have been determined on a provisional basis
as below:
Provisional
fair value
recognised
on acquisition
GBP'000
----------------
Intangible assets 12,054
Property, plant and equipment 2,962
Trade and other receivables 3,453
Cash and cash equivalents 5,707
Trade and other payables (4,014)
Current tax liabilities (806)
Deferred tax liabilities (3,775)
----------------
Total identifiable net assets acquired 15,581
Purchase consideration 55,888
Goodwill 40,307
================
8. Acquisitions during the year (continued)
a. Marsh & Parsons Limited (continued)
Purchase consideration discharged by:
Cash 45,398
Issue of 12% unsecured loan notes measured at
fair value 8,660
Issue of 2% unsecured loan notes 1,496
Deferred consideration 334
-------
55,888
-------
Analysis of cash flow on acquisition GBP'000
---------
Transaction costs (included in cash flows from
operating activities) (1,629)
Net cash acquired with the subsidiary (included
in cash flows from investing activities) 5,707
Purchase consideration discharged in cash (included
in cash flows from investing activities) (45,398)
Net cash outflow on acquisition (41,320)
=========
Transaction costs have been expensed and are included under
exceptional costs (see note 4).
The goodwill of GBP40.3m for Marsh & Parsons comprises
certain intangible assets that cannot be individually separated and
reliably measured from the acquiree due to their nature. These
items include the high quality, dynamic and experienced management
team with an outstanding record of delivering strong and profitable
growth against the backdrop of challenging market conditions, the
expected value of synergies and the potential to significantly grow
the business.
In addition to the consideration of GBP55.9m, management of
Marsh & Parsons were issued 'Growth Shares' which entitle them
to require LSL to buy their Growth Shares at any time between 31
March 2016 and 1 April 2020, at their discretion, at a price
determined by a multiple of EBITDA in the previous financial year.
In the current year GBP66,000 has been expensed in the income
statement.
b. Lettings acquisition by LSLi Limited
During the year LSLi Limited (through its subsidiaries) acquired
the following lettings business:
-- Assets of the lettings business of Reynolds (Wimbledon) Ltd
acquired on 1 March 2011 for a cash consideration of
GBP160,000;
-- Assets of the lettings business of Goddard Management Ltd
trading as A120 Lettings acquired on 30 September 2011 for a cash
consideration of GBP188,250;
-- Lettings business of Front Door Property Management Ltd for a
cash consideration of GBP207,000 in September 2011; and
-- Lettings business of Warners Letting Agency Ltd for a cash
consideration of GBP200,000 in December 2011.
8. Acquisitions during the year (continued)
b. Lettings acquisition by LSLi Limited (continued)
The combined fair values of the identifiable assets and
liabilities as at the date of acquisition of the above acquisitions
were:
Fair value recognised
on acquisition
GBP'000
----------------------
Property, plant and equipment 25
----------------------
Total identifiable net assets acquired 25
Purchase consideration (discharged by cash) 755
----------------------
Goodwill arising on acquisition 730
======================
The goodwill of GBP0.7m for the above acquisitions comprises
certain intangible assets that cannot be individually separated and
reliably measured from the acquiree due to their nature. These
items include the expected value of synergies and the potential to
grow the business.
c. Lettings acquisition by Your Move and Reeds Rains
During the year, Your Move and Reeds Rains acquired the
following lettings businesses of Wilsons, Letexpress, Destination
London and a franchisee of Reeds Rains for a total cash
consideration of GBP423,000. There were no separately identifiable
net assets and all the consideration was towards goodwill.
From the date of acquisition to 31 December 2011, the
acquisitions in aggregate have contributed to GBP3.1m of revenue
and GBP0.5m profit before tax of the Group. If all of these
combinations had taken place at the beginning of the year, the
consolidated revenue would have been higher by GBP24.6m and the
consolidated profit before tax would have been higher by
GBP6.0m.
Of the total goodwill arising on all acquisitions, an amount of
GBP349,000 is expected to be deductible for tax purposes.
9. Annual General Meeting (AGM)
The AGM will be held at the London offices of LSL, 1 Sun Street,
London EC2A 2EP on 19th April 2012 starting at 2.00pm.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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