26th Jun 2012 07:00
26 June 2012
HML Holdings plc
("HML" or the "Company")
Preliminary Results for the Year Ended 31 March 2012
HML Holdings plc (AIM: HMLH), the property management services Group, announces preliminary results for the year ended 31 March 2012.
Financial and Operational Highlights:
▪ | Operating profit* up 52% to £774,000 (2011: £509,000) |
▪ | 33,500 property units under management (2011: 30,000 units) |
▪ | Revenues up 13% to £10.6 m (7% up excluding acquisitions) |
▪ | Acquisition of Scotts of Putney |
▪ | Cash generated from operations totalled £1 m |
▪ | Earnings per share 1.1p (2011: 0.7p) |
*before interest, share based payment charges, amortisation and tax
Commenting on the results, Rob Plumb, Chief Executive of HML Holdings said: "The group has made significant progress in revenues and earnings growth, helped by the resilience of the Residential Property Management sector and our ability to add income by cross-selling services from our insurance broking and ancillary service subsidiaries.
"We have also taken major steps towards establishing operating scale through strong organic growth and the completion of our largest acquisition to date, leading us to be confident in our ability to grow the business despite tough macroeconomic headwinds."
For further information:
HML Holdings PLC: | 020 8439 8529 |
Robert Plumb, Chief Executive | |
James Howgego, Financial Director | |
Tavistock Communications Group: | 020 7920 3150 |
James Verstringhe, Jeremy Carey | |
Finncap | 020 7220 0500 |
Ed Frisby / Christopher Raggett, Corporate Finance Simon Starr, Corporate Broking |
HML HOLDINGS PLC
CHAIRMAN'S AND CHIEF EXECUTIVE'S REPORT
The HML group are pleased to report a 52% increase in earnings before interest, share based payment charges, amortisation, exceptional items and tax to £774,000 (2011 £509,000).
Revenues increased to £10.6m (2011 £9.4m) and units under management grew over 3,500 to 33,500. Revenues from Scotts, the acquisition made in November 2011 contributed 6% to the overall 13% growth in revenues.
The underlying improvement in operating margin has been further enhanced this year as our businesses continue to establish operating scale. There were notably strong performances from our insurance broking and surveying subsidiaries. While, in common with many service providers, we are experiencing a very competitive market, we continue to improve referrals to our professional divisions where group efficiency and purchasing power provide significant competitive advantages. We have also experienced steady improvements in fees arising from ancillary accounting services including information packs for flat sales as well as debt recovery administration.
We were very pleased to add the residential property management of Scotts of Putney to the HML Group in November last year. Scotts have built up a reputation for service quality in South West London since their inception in 1976. The business continues to manage its clients' properties from its offices in Putney where it is well placed to do so. We have however begun the process of integrating Scotts' systems and processes into the HML Group. We remain confident that the group service provision and operating efficiencies we anticipated at the time of this acquisition, will continue to be fulfilled.
The resilience of Residential Property Management services and block management in particular, makes it an attractive sector of the property service industry. Inevitably new entrants to the market create downward pressure on margins especially as the UK's economic environment exerts its own pressures on consumers' disposable income. Although the trade-off between quality and price presents itself more visibly in a relatively unregulated market such as ours, HML continues to seek and retain discerning clients who value a comprehensive and professional service. Similarly the group has continued to build relationships with new build developers who increasingly require an independent and professional management service. To some extent the degree to which HML offices are located in the South East of England and our relatively close proximity to the buildings we manage, are assisting us in the acquisition of new business.
HML remains confident in its strategy of organic market share and new build growth which will continue to be supplemented by business and portfolio acquisitions. On behalf of the board we would express our appreciation to all of our staff who have worked so enthusiastically in these challenging economic times.
Richard Smith (Chairman) Robert Plumb (Chief Executive)
HML HOLDINGS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2012
|
| Notes | 2012 £'000 Total | 2011 £'000 Total | |
CONTINUING OPERATIONS | |||||
REVENUE | 10,600 | 9,391 | |||
Direct operating expenses | (8,932) |
(8,056) | |||
Central operating overheads | (894) | (826) | |||
Share based payment charge | (10) | (6) | |||
Amortisation of intangibles Exceptional item |
2 | (210) (82) | (182) - | ||
Total central operating overheads | (1,196) | (1,014) | |||
Operating expenses | 3 | (10,128) | (9,070) | ||
PROFIT FROM OPERATIONS | 472 | 321 | |||
Finance costs | (16) | (7) | |||
PROFIT BEFORE TAXATION | 1 | 456 | 314 | ||
Income tax charge | 4 | (95) | (81) | ||
PROFIT FOR THE YEAR ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE COMPANY | 361 |
233 | |||
Other comprehensive income | - | - | |||
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT | 361 |
233 | |||
EARNINGS PER SHARE | |||||
Basic | 5 | 1.1p | 0.7p | ||
Diluted | 5 | 1.1p | 0.7p |
HML HOLDINGS PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
For the year ended 31 March 2012
ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE GROUP
Share | Share | Other | Merger | Retained | Total | ||
capital | premium | reserve | reserve | earnings | equity | ||
£'000s | £'000s | £'000s | £'000s | £'000s | £'000s | ||
Balance at 1 April 2010 | 473 | 6,331 | (11) | (15) | (1,505) | 5,273 | |
Profit for the year | - | - | - | - | 233 | 233 | |
Other comprehensive income | - | - | - | - | - | - | |
Share based payment charge | - | - | - | - | 6 | 6 | |
Balance at 31 March 2011 | 473 | 6,331 | (11) | (15) | (1,266) | 5,512 |
Profit for the year | - | - | - | - | 361 | 361 | |
Other comprehensive income | - | - | - | - | - | - | |
Share based payment charge | - | - | - | - | 10 | 10 | |
Share capital issued | 70 | 412 | - | - | - | 482 | |
HML shares purchased by EBT | - | - | (5) | - | - | (5) | |
Balance at 31 March 2012 | 543 | 6,743 | (16) | (15) | (895) | 6,360 |
HML HOLDINGS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 March 2012
COMPANY NUMBER: 5728008
ASSETS |
Notes | 2012 £'000 | 2011 £'000 |
NON CURRENT ASSETS | |||
Goodwill | 4,329 | 3,360 | |
Other intangible assets | 3,449 | 2,530 | |
Property, plant and equipment | 273 | 263 | |
8,051 | 6,153 | ||
CURRENT ASSETS | |||
Trade and other receivables | 1,413 | 1,425 | |
Cash at bank | 502 | - | |
1,915 | 1,425 | ||
TOTAL ASSETS | 9,966 | 7,578 | |
LIABILITIES | |||
CURRENT LIABILITIES | |||
Trade and other payables | 2,004 | 1,692 | |
Borrowings | 345 | 115 | |
Current tax liabilities | 122 | 77 | |
2,471 | 1,884 | ||
NON CURRENT LIABILITIES | |||
Deferred tax liability | 357 | 182 | |
Borrowings | 604 | - | |
Deferred consideration | 174 | - | |
1,135 | 182 | ||
TOTAL LIABILITIES | 3,606 | 2,066 | |
NET ASSETS | 6,360 | 5,512 | |
EQUITY | |||
Called up share capital | 7 | 543 | 473 |
Share premium account | 7 | 6,743 | 6,331 |
Other reserve | (16) | (11) | |
Merger reserve | (15) | (15) | |
Retained earnings | (895) | (1,266) | |
ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT | 6,360 | 5,512 |
HML HOLDINGS PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
31 March 2012
COMPANY NUMBER: 5728008
Notes | 2012 £'000
| 2011 £'000 | |
OPERATING ACTIVITIES | |||
Cash generated from operations | 8 | 1,055 | 568 |
Income taxes paid | (50) | - | |
Interest paid | (16) | (7) | |
NET CASH FROM OPERATING ACTIVITIES | 989 | 561 | |
INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment Purchase of own shares | (118) (5) | (178) - | |
Purchase of software | (79) | (145) | |
Payments to purchase businesses | (1,401) | (182) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,603) | (505) | |
FINANCING ACTIVITIES | |||
Increase/(decrease) in long term loan Equity fund raising | 949 282 | (86) - | |
NET CASH FROM/(USED) IN FINANCING ACTIVITIES | 1,231 | (86) | |
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 617 | (30) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | (115) | (85) | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 502 | (115) |
HML HOLDINGS PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
General information
The financial information has been prepared using the recognition and measurement principles of IFRS.
The financial information is presented in pounds sterling, prepared on a historical cost basis and, unless otherwise stated, 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 2012 or 31 March 2011.
The financial information for the year ended 31 March 2011 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 2012 have not yet been delivered to the Registrar of Companies, nor have the auditors yet reported on them. This preliminary announcement does not constitute statutory accounts under section 435 of the Companies Act 2006.
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 stock exchange.
The preliminary results were authorised for issue by the board of directors on 25 June 2012.
Consolidated financial statements
The consolidated and parent company financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and the Companies Act 2006 as applicable to companies reporting under IFRS.
The financial statements have been prepared on the historical cost basis apart from intangible assets acquired as part of a business combination. The principal accounting policies adopted are set out below. The preparation of the financial statements require the use of estimates and assumptions that affect the reported amount of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results may differ from those estimates.
The Company has taken advantage of section 408 of the Companies Act 2006 not to present its own income statement.
Basis of consolidation and business combinations
The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company (its subsidiaries) made up to 31 March each year. Subsidiaries are all entities over which the company has the power to govern the financial and operating policies as to benefit from its activities. The excess of costs of acquisition over the fair values of the Group's share of identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair value of identifiable net assets acquired (i.e. discount on acquisition) is recognised directly in profit or loss.
The consolidated financial statements include the financial statements of HML Holdings plc and its subsidiaries as if they had always so been owned. Accordingly, the whole of the results, assets, liabilities and shareholders' funds of the acquired companies are consolidated, regardless of the actual transaction date, and corresponding figures for the previous years are re-stated under merger accounting.
The purchase method of accounting is used to account for the acquisition of other subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date (irrespective of the extent of any minority interest).
The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Standards and Interpretations not yet effective
IAS 1, IFRS 8, IFRS 3 and IAS 27 have been adopted during the year.
At the date of authorisation of these financial statements, the following standards and Interpretations that have not been applied in these financial statements were in issue but not yet effective or endorsed (unless otherwise stated):
Standard | Amendment | Effective Date | Adopted by EU | Impact |
IFRS 7 (Amended) | Financial Instruments: Disclosure | 1 July 2013
| Not yet
| Disclosure only |
IFRS 9 | Financial Instruments | 1 January 2015 | Not yet | Classification of financial assets and liabilities |
IFRS 10 | Consolidated Financial Statements | 1 January 2013 | Not yet | Provides a single consolidation model with control being the basis for consolidation |
IAS 12 | Deferred Tax | 1 January 2012 | Not yet | Disclosure only |
IFRS 13 | Fair Value Measurement | 1 January 2013 | Not yet | Defines fair value and sets out a single framework for measuring fair value. |
IAS 1 Amended | Other comprehensive income | 1 July 2012 | Yes | Disclosure only |
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will
have no material impact on the financial statements of the Group.
REVENUE RECOGNITION
Revenue represents fees receivable from the provision of a range of property, insurance and surveying services to the residential property sector.
All revenue is measured as the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.
Revenue in property management and services companies is recognised in the period in which the services are provided.
Revenue relating to chartered surveying services is recognised when the services are provided. If services have been provided and not invoiced, the revenue is accrued.
Insurance commissions are recognised at start of the policy to which the commission relates.
SHARE BASED PAYMENTS
The group has applied the requirements of IFRS 2 Share based payments. IFRS 2 requires the recognition of a charge for share based payment transactions which include for example share options or restricted shares granted to employees that require a certain length of service before vesting. These are reassessed on an anuual basis. The fair value of the options granted is measured on the date at which they are granted by using the Black Scholes option pricing model and is expensed to the income statement over the appropriate vesting period.
PURCHASED GOODWILL
Goodwill arising on acquisition and consolidation represents the excess of the costs of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a business at the date of acquisition.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to the group's cash-generating units that are expected to benefit from the synergies of the combination.
Goodwill is reviewed for impairment annually or more frequently if there is an indication of impairment. Impairment for goodwill is determined by assessing the recoverable amount of the cash-generation unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying value of the cash-generating unit to which goodwill has been allocated, an impairment loss is recognised. Impairment losses on goodwill cannot be reversed in future periods.
OTHER INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition at cost. An intangible asset acquired as part of a business combination is recognised separately from goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure is reflected in profit or loss in the year in which the expenditure is incurred.
Intangible assets are amortised over their useful life and assessed for impairment whenever there is an indication of impairment. The amortisation period and the amortisation method for intangible assets are reviewed at least at each financial year end. The amortisation expense on intangible assets is recognised in the profit and loss in the expense category consistent with the function of the intangible asset.
Amortisation is provided on straight line basis on intangible assets as follows:
Customer Relationships | 25 years |
Software | 8 years |
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at historical cost. Depreciation is provided on all property, plant and equipment at rates calculated to write each asset down to its estimated residual value evenly over its expected useful life, as follows:-
Property, plant and equipment | between 4 and 6 years. |
Impairment of property, plant and equipment and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
CLIENT MONIES
The management of client monies is part of the group's residential management activities. This money belongs to clients, but the Group has administrative control over the monies in order to perform management services. These monies are not recognised on the group balance sheet.
INVESTMENTS
Investments in subsidiary undertakings held as non current assets are stated at cost less provision for impairment.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group has become a party to the contractual provisions of the instrument.
TRADE RECEIVABLES
Trade receivables are classified as loans and receivables and are initially recognised at fair value. They are subsequently measured at their amortised cost using the effective interest method less any provision for impairment. A provision for impairment is made where there is objective evidence, (including customers with financial difficulties or in default on payments), that amounts will not be recovered in accordance with original terms of the agreement. A provision for impairment is established when the carrying value of the receivable exceeds the present value of the future cash flow discounted using the original effective interest rate. The carrying value of the receivable is reduced through the set off of the bad debt provision and any impairment loss is recognised in the income statement.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand and at bank and other short-term deposits held by the Group with maturities of less than three months. Bank overdrafts are included in cash and cash equivalents where they have a legal right of set off against positive cash balances, otherwise bank overdrafts are classified as borrowings.
BORROWINGS
Loans are recorded initially at their fair value, net of direct transaction costs. Such instruments are subsequently carried at their amortised cost and finance charges, including premiums payable on settlement or redemption, are recognised in profit or loss over the term of the instrument using an effective rate of interest.
TRADE PAYABLES
Trade payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method.
LEASES
Rentals payable under operating leases are charged to the income statement on a straight-line basis over the lease term.
TAXATION
The tax expense represents the sum of the current tax expense and deferred tax expense.
The current tax payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based upon tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in profit or loss, except when it relates to items credited or charged directly to other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
Critical accounting estimates and judgements
Critical accounting estimates are based on management's best knowledge of the amount, events or actions, actual results may differ from those estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Impairment of investments, goodwill and other intangible assets
Determining whether goodwill and other intangible assets are impaired requires an evaluation of earnings and turnover of the cash-generating units to which goodwill and intangible assets have been allocated. The earnings and turnover of the cash generating units enable a valuation to be derived and thus an estimate made on whether or not there has been any impairment.
Valuation of share based payments
The charge for share based payments is calculated in accordance with the analysis described in note 24. The model requires highly subjective assumptions to be made including the future volatility of the Company's share price, expected dividend yield and risk-free interest rates. The directors draw upon a variety of external sources to aid in the determination of the appropriate data to use in such calculations.
Valuation and useful lives of intangible assets
In order to determine the value of the separately identifiable intangible assets on the acquisition of a business combination, management are required to make estimates of incremental profits when applying the Group's valuation methodologies. Customer relationship lives are estimated to be 25 years.
Contingent and deferred consideration
Contingent and deferred consideration relating to acquisitions has been included based on management's estimate of the fair value of the consideration due.
1. PROFIT RECONCILIATION
The reconciliation set out below provides additional information to enable the reader to reconcile to the numbers discussed in the Chairman's and Chief Executive's report
2012 £'000 |
2011 £'000 | ||
Revenue | 10,600 | 9,391 | |
Direct operating expenses | (8,932) | (8,056) | |
Profit contribution from businesses | 1,668 | 1,335 | |
Central operating overheads | (894) | (826) | |
Profit before interest, exceptional items, share based payment charges, amortisation of other intangible assets and taxation
| 774 | 509 | |
Finance costs | (16) | (7) | |
Profit before exceptional items, share based payment charges, amortisation of other intangible assets and taxation | 758 | 502 | |
Amortisation of other intangible assets | (210) | (182) | |
Share based payment charge Exceptional items | (10) (82) | (6) -
| |
Profit before taxation | 456 | 314 |
Direct operating expenses and central operating overheads include depreciation and staff costs.
2. EXCEPTIONAL ITEM
During the year the group purchased the trade and assets of Scotts (Putney) Limited. The following costs were incurred in the acquisition of the business.
2012 | 2011 | ||
£'000 | £'000 | ||
Solicitor costs | 34 | - | |
Bank costs | 13 | - | |
Other professional costs | 35 | - | |
82 | - |
3. | PROFIT FROM OPERATIONS | 2012 £'000 | 2011 £'000 |
Profit from operations is stated after charging: | |||
Depreciation and amounts written off property, plant and equipment: | |||
- charge for the year on owned assets | 138 | 135 | |
Amortisation of intangible assets | 210 | 182 | |
Operating lease rentals: | |||
- land and buildings | 393 | 373 |
Set out below is an analysis of other operating expenses;
2012 £'000
| 2011 £'000 | ||
Employee salaries and expenses | 7,391 | 6,571 | |
Management costs | 167 | 123 | |
Travel costs | 118 | 82 | |
Advertising costs | 45 | 68 | |
Communications | 240 | 236 | |
Premises costs | 1,048 | 1,038 | |
Professional fees | 387 | 366 | |
IT costs | 271 | 231 | |
Depreciation | 138 | 135 | |
Amortisation | 210 | 182 | |
Share based payment charges | 10 | 6 | |
Other expenses Exceptional item | 21 82 | 32 - | |
Other operating expenses | 10,128 | 9,070 | |
Amounts payable to the auditor and its related entities in respect of both audit and non-audit services are set out below:
2012 £'000 | 2011 £'000 | ||
Fees payable for the statutory audit of the company's annual accounts | 17 | 17 | |
Fees payable to auditor for other services: | |||
Statutory audit of the company's subsidiaries | 30 | 28 | |
Total fees payable to the auditor | 47 | 45 |
4. | INCOME TAX | 2012 £'000 | 2011 £'000 |
UK Corporation tax: | |||
Current tax on profits of the year | 95 | 77 | |
Deferred tax | - | 4 | |
Tax attributable to the company and its subsidiaries | 95 | 81 | |
Factors affecting tax charge for the year | |||
The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 26% (2011:28%). The differences are explained below:
2012 £'000 | 2011 £'000 | ||
Profit before tax | 456 | 314 | |
Profit before tax multiplied by the standard rate of corporation tax in the UK of 26% (2011: 28%). | 119 | 88 | |
Effects of: | |||
Expenses and depreciation not deductible for tax purposes | 36 | 30 | |
Amortisation not deductible for tax purposes | 52 | 53 | |
Utilisation of tax losses | (2) | (2) | |
Benefit of small companies tax rate | (110) | (92) | |
Recognition of deferred tax asset | - | 4 | |
Tax charge for the year | 95 | 81 |
Future tax charges may be affected by the fact that no deferred tax asset is recognised in respect of losses carried forward by HML Hathaways Limited. Deferred tax assets are not recognised until the utilisation of the losses is probable. The Group has losses carried forward in its subsidiary, HML Hathaways Limited which can be recovered against future profits arising from the same trade. The total tax losses carried forward to future years are £1,243,000 (2011: £1,243,000). The unprovided deferred tax asset in respect of these losses is £249,000 (2011: £249,000).
5. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the following data
2012 £'000 | 2011 £'000 | ||
Earnings | |||
Earnings for the purposes of basic earnings per share | 361 | 233 | |
Earnings for the purposes of diluted earnings per share | 361 | 233 | |
Number of shares | 2012 '000 | 2011 '000 | |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 33,197 | 31,544 | |
Effect of dilutive potential ordinary shares: | |||
- share options | 229 | 186 | |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 33,426 | 31,730 | |
Basic earnings per ordinary share | 1.1p | 0.7p | |
Fully diluted earnings per ordinary share | 1.1p | 0.7p |
The diluted earnings per share are the basic earnings per share adjusted for the dilutive effect of the conversion into fully paid shares of the outstanding share options.
6. | BUSINESS COMBINATIONS (ACQUISITIONS) |
On 23 November 2011, the trade and assets of Scotts (Putney) Limited were purchased by HML Shaw Limited. Scotts (Putney) Limited was a property management business based in Putney, South West London.
Net assets acquired in the acquisition are set out below:
| ||||
£'000 | ||||
Motor vehicles | 8 | |||
Fixtures and fittings | 7 | |||
Computer equipment | 15 | |||
Tangible assets acquired | 30 | |||
Goodwill Customer relationships | 794 1,050 | |||
Intangible assets acquired | 1,844 |
| |||||
Satisfied by: | £'000 | ||||
CashShares | 1,300200 | ||||
Deferred consideration | 100 | ||||
Contingent consideration | 274 | ||||
Net assets acquired | 1,874 | ||||
Net cash outflow arising on this acquisition:
Cash consideration Transaction costs | 1,300 82 | ||||
1,382 | |||||
The amounts recognised at the acquisition date in respect of fixed assets acquired in the business combination approximate their fair value.
Transaction costs of £82,000 relating to the acquisition of the trade and assets of Scotts (Putney) Limited have been recognised as an expense and included in the administrative expenses in the Income Statement.
Contingent consideration is due on the first, second and third anniversaries of the transaction. The fair value of this consideration has been calculated by making estimates of the amounts to be paid and then discounting the amounts to the year-end using an estimate of the company's cost of capital. The deferred consideration of £100,000 and £100,000 of the contingent consideration is due within one year.
If the acquisition of Scotts (Putney) Limited had been completed on the first day of the financial year, group revenues for the period would have been £11,466,000 and the group profit attributable to equity holders of the parent would have been £451,000.
The business of Scotts (Putney) Limited contributed £530,000 to the Group's revenue and £53,000 to the Group's profit before tax for the period from the date of acquisition to the year-end date.
7. | SHARE CAPITAL | |||||
Group | ||||||
Authorised: | 2012 £'000 | 2011 £'000 | ||||
163,733,200 ordinary shares of 1.5p each | 2,456 | 2,456 | ||||
2,456 | 2,456 | |||||
Group | ||||||
Allotted, issued and fully paid ordinary shares of 1.5p: | 2012 £'000 | 2011 £'000 | ||||
1 April Issued during the year - 4,675,382 shares | 473 70 | 473 - | ||||
31 March | 543 | 473 | ||||
|
No. of shares in issue at year end |
36,219,748 |
31,544,366
| |||
8. | CASH FLOWS
|
2012 £'000 |
2011 £'000 |
| ||
Reconciliation of operating profit to net cash flow from operating activities |
| |||||
Profit from operations | 472 | 321 |
| |||
Adjustments for: |
| |||||
Depreciation | 138 | 135 |
| |||
Amortisation | 210 | 182 |
| |||
Disposal of fixed assets | - | 4 |
| |||
Share based payment charge Exceptional item | 10 82 | 6 - |
| |||
Operating cash flows before movements in working capital | 912 | 648 |
| |||
Decrease/(increase) in receivables | 12 | (248) |
| |||
Increase in payables | 131 | 168 |
| |||
Net cash flow from operating activities | 1,055 | 568 |
| |||
HML HOLDINGS PLC
OFFICERS AND PROFESSIONAL ADVISORS
DIRECTORS
Executive Richard Smith Robert Plumb James Howgego Non-executive Geoffrey Griggs
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Chairman Chief Executive Finance Director
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COMPANY SECRETARY James Howgego
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REGISTERED OFFICE 9-11 The Quadrant Richmond Surrey TW9 1BP
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AUDITOR Nexia Smith & Williamson 25 Moorgate London EC2R 6AY
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BANK Barclays Bank plc One Churchill Place London E14 5HP
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NOMINATED ADVISOR AND BROKER FinnCap 60 New Broad Street London EC2M 1JJ
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PUBLIC RELATIONS AGENTS Tavistock Communications 131 Finsbury Pavement London EC2A 1NT
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REGISTRARS Share Registrars Limited Suite E First Floor 9 Lion and Lamb Yard Farnham Surrey GU9 7LL
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Related Shares:
HMLH.L