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Preliminary Results

10 Dec 2015 07:00

RNS Number : 5752I
Lakehouse plc
10 December 2015
 

10 December 2015

Lakehouse plcPreliminary results for the financial year ended 30 September 2015

Lakehouse plc, the asset and energy support services group, is pleased to announce its maiden results for year ended 30 September 2015.

Financial year ended 30 September

2015

2014

Change

Underlying revenue (£m)2

336.6

302.5

11.3%

Revenue (£m)

340.2

302.5

12.5%

Underlying EBITA1 (£m)

22.2

10.8

105.6%

Operating profit (£m)

4.6

1.3

251.4%

Underlying EBITA1 margin

6.6%

3.6%

300 bps

Underlying2 profit before tax (£m)

21.6

10.1

114.2%

Profit before tax (£m)

3.2

0.1

Underlying2 basic earnings per share (pence)

13.7p

11.7p

17.0%

Basic earnings / (losses) per share (pence)

1.9p

(0.5)p

Dividend per share

1.9p

-

Net cash / (debt) (£m)

6.6

(7.2)

 

Financial highlights

· Good group performance with underlying revenue growth of 11.3% to £336.6m; on a like for like basis, this represents organic revenue growth of 2.5%

· Significant increase in underlying EBITA1 to £22.2m, driven by new contract wins and the full year contribution of acquisitions (predominantly Everwarm and H2O Nationwide); operating profit increased to £4.6m

· Improved EBITA group margin of 6.6% with core margins across Regeneration, Compliance, Energy Services and Construction all improving and strong performances during period

· Underlying profit before tax2 significantly increased to £21.6m; profit before tax increased to £3.2m

· Contract losses on businesses previously highlighted as being exited of £2.5m and exceptional items of £8.7m, primarily reflecting the costs of our initial public offering in March, together with resolution of legacy contract issues

· Strong underlying operating cash conversion3 of 115%, ahead of our long term sustainable target of 80%

· Strengthened balance sheet, with net cash of £6.6m, reflecting net IPO proceeds of £24.6m and the acquisitions of Providor, Orchard Energy and Sure Maintenance

· Proposed maiden final dividend of 1.9p per shares

· With a solid order book and pipeline for the forthcoming year, the Board remains confident of its expectations for the current year and the future

 

Operational and strategic highlights

· Continued implementation of organic growth strategy

o High bidding success rate contributed to contract wins valued at £638m, including a number of long term frameworks

o Continued expansion of geographic reach and service capabilities

o Cross-selling of services accelerating across the Group

· Continued focus on operational efficiency and increasing margins

· Secured the substantial HEEPS contract with Scottish Government in March, as part of Warmworks joint venture

· Order book at 30 September 2015 stood at £595m

· Growing sales pipeline of £2.8bn at 30 September 2015

· In line with our growth strategy, we completed bolt-on acquisitions of H2O Nationwide (October 2014), Providor (May 2015), Orchard Energy (July 2015) and Sure Maintenance (September 2015)

· Since year end, we have acquired Aaron Heating Services (November 2015) and yesterday we announced the acquisition of Precision Lifts

· Acquisitions integration proceeding to plan

 

Commenting on the results, Stuart Black, Executive Chairman said:

"Lakehouse is delighted to report its maiden full year results as a listed company. During the year we have delivered on our stated strategy of achieving organic growth, supplemented by value-enhancing acquisitions which provide complementary services and new geographies. The Board remains confident of its expectations for the current year and the future."

 

Enquiries

Lakehouse

Financial Public Relations

Stuart Black, Executive Chairman

Camarco

Sean Birrane, Chief Executive Officer

Ginny Pulbrook

Jeremy Simpson, Chief Financial Officer

Tom Huddart

Telephone: 01708 758 800

Telephone: 020 3757 4992

A copy of this announcement is available online at http://www.lakehouse.co.uk/investors/regulatory-news 

Notes to editors

Lakehouse plc is an asset and energy support services group that constructs, improves, maintains and provides services to homes, schools, public and commercial buildings with a focus on the UK public sector and regulated markets. The Group was founded in 1988 and is headquartered in Romford, Essex. It employs more than 2,400 staff from 35 offices throughout the UK.

We deliver services through four divisions:

· Regeneration, which provides planned refurbishment, repair and maintenance and a growing responsive maintenance offering, for social housing providers

· Compliance, which delivers a range of regulated and legislated services, primarily to local authority and housing association clients

· Energy Services, which provides domestic insulation, energy efficiency products and advice, primarily for social housing landlords, five of the "Big Six" energy utility companies and the key independent energy companies

· Construction, which delivers extension, refurbishment, rationalisation and new build works, primarily in the education market and with a particular focus on schools

 

 

 

 

Definitions

1. EBITA is earnings before interest, tax and amortisation of acquisition intangibles. Underlying EBITA is defined as operating profit before deduction of exceptional and other items, as outlined in note 3 and on the face of the income statement. Underlying EBITA is the same as "Operating profit before exceptional and other items" on the face of the financial statements, but used as terminology in light of being a key performance measurement for management in the Group.

2. As set out in the income statement, other underlying numbers are stated before exceptional and other items (discussed further in note 3). Underlying profit after tax and underlying earnings per share are net of an imputed tax charge. Underlying revenue represents revenue for the underlying Group and excludes contract losses on businesses being exited.

3. Underlying operating cash conversion is operating cash flow, plus the cash impact of exceptional and other items (discussed further in notes 3 and 10), as a percentage of underlying EBITA.

 

CHAIRMAN'S STATEMENT

Introduction

I am pleased to report that we delivered a good operational and financial performance during a year of important change. As well as our successful IPO in March 2015, we made excellent progress with our organic and acquisitive growth strategy, completing four value-enhancing acquisitions in the period.

Our focus on customers lies at the heart of our success. It ensures we meet their needs through great service, which in turn supports our organic growth, our ability to cross-sell and our geographic expansion. Consistent delivery underpins both our strategy and our financial performance.

Trading performance

Our results for the year demonstrate organic growth and the success of recent acquisitions. We increased underlying revenue by 11.3% to £336.6m (2014: £302.5m) with organic revenue up 2.5%. The results included the first full year of Everwarm (acquired in April 2014) and H2O Nationwide (acquired in early October 2014), along with a small contribution from Providor, Orchard Energy and Sure Maintenance, all of which were acquired in the second half of the year. Revenue was £340.2m (2014: £302.5m).

Underlying EBITA increased significantly to £22.2m (2014: £10.8m), representing an improved margin of 6.6% (2014: 3.6%). Underlying profit before tax increased 114.2% to £21.6m (2014: £10.1m). Underlying profit after tax was £17.5m (2014: £8.8m), resulting in underlying basic earnings per share of 13.7p (2014: 11.7p). Profit after tax was £2.4m (2014: loss of £(0.4)m), resulting in basic earnings per share of 1.9p (2014: loss of (0.5)p).

We were successful in winning new work. Our contract wins in the year totalled £638m (2014: £364.5m), contributing to a year-end order book of £595m (December 2014: £503m, which represents the first month we prepared comparable data).

Our strong balance sheet provides the financial resources to implement our strategy. At 30 September 2015, the Group had net cash of £6.6m (2014: net debt of £7.2m), reflecting the net proceeds from our IPO and our strong underlying operating cash conversion of 115% (2014: 143%), which was ahead of our long term sustainable target of 80%. We also strengthened the Group's financial position ahead of the IPO with a new £30m revolving credit facility from the Royal Bank of Scotland, which gave us additional resources to support our strategic acquisition programme. Since the end of the year, we have extended this facility to £45m in order to finance future corporate development activity.

Strategy

Lakehouse has an established strategy based on organic growth supplemented by value-enhancing acquisitions. Our aim is to create a sustainable business that delivers profitable growth, whilst being robust throughout the changing economic cycle. We aim to do this by developing a broad business which is less susceptible to challenges in any one geographic region, commercial market or service. We have also improved the visibility of revenues and profits by building an order book based on frameworks and invested time and money in enhancing the visibility of our opportunity pipeline.

In parallel, our plan is to deliver improved returns through moving into higher margin areas, increasing self-delivery and emphasising strong financial controls and efficiencies, with the aim of building further resilience into our business model.

Our structure of four divisions has helped us determine where we want to grow and will seek to invest, both organically and through acquisition. We expect to focus on opportunities in Compliance and Energy Services in the short term, Regeneration in the medium term, while Construction will focus on delivering the right balance of risk and return. The divisional structure, along with our established network of business relationships, enables us to quickly identify potential complementary acquisitions which can provide additional cross-selling opportunities and new services.

IPO

We are delighted with the success of our IPO and the support from our new institutional shareholders. The IPO raised net cash proceeds of £24.6m, after costs of £5.4m, to provide the resources we need to continue to implement our growth strategy.

Sound corporate governance structures have always been an element of the Lakehouse culture. As part of the IPO, we were pleased to further strengthen the Board with the appointment of Chris Geoghegan, as our Senior Independent Non-Executive Director, together with Johnathan Ford and Jill Ainscough as Independent Non-Executive Directors. We are already benefiting from their wealth of experience, from both public company and commercial backgrounds.

As part of enhancing our governance we formed a Risk Committee, which reports to the Audit Committee, and reviews all aspects of operational and strategic risk, across the business.

Dividend

As Admission took place just before the half year, we did not declare a dividend for the six months ended 31 March 2015. The Board has adopted a progressive dividend policy and has proposed a dividend of 1.9p per share for the second half which, subject to shareholder approval, will be paid on 8 February 2016 to shareholders on the register at 8 January 2016. Our aim is to reward our investors while retaining capital to invest in our long term growth.

People

I want to thank everyone in Lakehouse for their hard work and contribution to this year's performance. Over the year and following the two acquisitions post year end, our employee base has more than doubled to over 2,400 as we increasingly move towards a self-delivery model. All the businesses we bought this year and since year end are self-delivery and, collectively, they brought some 1,250 people into the Group.

We continue to invest heavily in our people, giving them the skills they need to deliver for our customers and advance their own careers. The IPO also allows our people to benefit from our success through our Save As You Earn scheme. Giving our people a sense of ownership is a key part of our culture. To this end, at the time of Admission we awarded all our employees an allocation of shares under the Group's Share Incentive Plan.

Outlook

We aim to benefit all our stakeholders. Delivering great service to our customers and developing and retaining our employees ultimately translates into value for our shareholders.

There is significant growth for us to go for in the coming years as we remain a small player in large and fragmented markets. Reflecting the scale of this opportunity, our pipeline stood at £2.8bn at the year end. We will continue to deepen our presence in our existing markets, while implementing our strategy of broadening the business and opening up new routes to growth.

With our robust order book and sales pipeline, together with our recent successful acquisitions of Aaron Services and Precision Lifts, the Board remains confident of its expectations for the current year and the future.

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

I am pleased with the performance across the Group in our maiden year as a listed company. We reported underlying Group revenue growth of 11.3% to £336.6m with underlying profit before tax increasing significantly to £21.6m. We have continued to focus on the quality of business we win, prioritising earning good margins rather than revenue. The Group won a wide range of work in the period including a number of strategically important long term contracts. In addition, we have benefitted from our focussed approach to identifying the right contracts to target, high quality bid compilation and a considered approach to pricing. This has increased our order book and, coupled with a strong sales pipeline, puts us in a strong position for growth in the future.

Our highly selective targeting of new opportunities has also contributed to the improved profit margins across each of our divisions. I am delighted with the rate and success of the integration of our newly acquired businesses and I am very positive about the cross-selling opportunities that our newly integrated businesses are already bringing to the Group.

Divisional review

Regeneration

Regeneration: Financial year ended 30 September 2015

2015

2014

Change

Revenue (£m)

161.7

172.6

(6.3)%

Underlying EBITA (£m)

10.5

9.3

13.4%

Underlying EBITA margin

6.5%

5.4%

110 bps

 

Regeneration provides planned and responsive maintenance services for social housing clients, which are mainly local authorities and housing associations. The division operates through three businesses: Regeneration (South), Regeneration (East) and Regeneration (North).

The 6.3% reduction in revenues during the year reflected that our Hackney Homes contract came to maturity and the Eastern Procurement and London Borough of Camden frameworks were in the stages of re-procurement in the period. We are participating in the re-procurement of relevant lots for both Eastern Procurement and Camden in the current financial year; the outcome of both exercises will be determined by where we can make a satisfactory return.

Despite the reduced revenue, we improved our EBITA margins by selectively bidding and focusing on our framework opportunities with smaller, higher margin contracts. This focus reflects the changing social housing procurement backdrop, where some clients are moving away from high value bundled contracts to more product-targeted frameworks with multiple potential delivery partners. This has resulted in an increased level of bidding activity but plays to our strategy, as the breadth of services Lakehouse offers enables us to bid for these as specialists, giving us a competitive advantage over our larger peers, who cannot necessarily offer such services in-house. We only recognise the value of confirmed orders and budgets in our order book, so one consequence of this trend is that we are likely to see an increased difference between the value of our confirmed order book and the overall value of framework contracts, based on our estimated share of the available budget.

During the year the division continued to win new business, increasing its participation in framework contracts from 33 at the end of September 2014 to 53. Importantly, these frameworks have a combined value of £539m and an average duration of four years. Notable wins included the two year London & Quadrant Housing Trust Decent Homes framework, a Stevenage Borough Council two year roofing upgrade programme, a four year external decorations programme for Family Mosaic and a four year major housing works framework for Enfield Homes. Regeneration (South) secured a place on the Southwark four year framework; secured and delivered projects for Guinness (Mansell Street externals and a further kitchen and bathroom scheme); kitchen and bathroom upgrade works for London Borough of Harrow; and fire precaution upgrade works for Brent Housing Partnership. In addition, as reserve contractor, we have been called on to help clients when their incumbent partners have fallen short in terms of service. We also re-secured the Eastern Procurement Heating framework following our strong performance and high levels of customer satisfaction on the previous framework.

We invested in our continued organic growth in two key areas: a responsive maintenance operation in Regeneration (East) and in Regeneration (North) in Scotland.

Regeneration (East) mobilised the five responsive maintenance contracts won in the first half of the year and we see this as a growth area, albeit we may look at targeted acquisitions to help us achieve critical mass. We are also looking to build the business in adjacent markets and saw early success at the end of the year with an important contract win with Nottingham-based Metropolitan Housing Trust to undertake kitchen and bathroom refurbishments over a two year period. We are also seeing some direct selection contracts coming from the Efficiency East Midlands framework we were recently appointed to (for planned maintenance services), alongside our Compliance division (for both gas and water and air hygiene).

Regeneration (North) is already winning work, including being appointed to frameworks for the City of Edinburgh and Argyll & Bute Council. City of Edinburgh has begun a substantial procurement programme and we will shortly be delivering our first newly secured contracts through this framework.

To further improve customer service and our efficiency, we have implemented our new maintenance operating system, Impact Response, for responsive maintenance services. This system tracks each responsive maintenance task order, from the moment we receive the call, all the way through to customer satisfaction surveys and invoicing. We have also invested significantly in a new customer contact centre in Regeneration (East). By supporting high-quality service, these initiatives will help us to win and retain contracts.

Self-delivery remains an important part of our strategy: for example, our roofing team is successfully delivering projects using this model. We intend to roll out this model more widely in the medium term which will help us improve customer satisfaction and contract profitability.

As discussed above, we are seeing a shift away from traditional bundled frameworks with guaranteed budget allocations to a small number of contractors, to frameworks with multiple contractors competing on mini tenders. Regeneration is seeing an increasing number of opportunities coming through as a result, where clients are seeking to broaden their base of service providers. We expect the current year to be one of consolidation, as some of our traditional bundled frameworks come to an end and we seek to develop positions on a wider number of new frameworks. We are confident that our reputation for customer service and operational delivery means we are well positioned to help these customers over the long term.

Compliance

Compliance: Financial year ended 30 September 2015

2015

2014

Change

Revenue (£m)

36.6

32.2

13.9%

Underlying EBITA (£m)

4.5

2.5

77.0%

Underlying EBITA margin

12.3%

7.9%

440 bps

 

Compliance comprises planned and responsive maintenance, installation and repair services to local authority and housing association clients in the areas of gas, fire and electrical, water and air hygiene and lifts. These services cover clients' social housing and public building assets. The acquisition of H2O Nationwide in October 2014 expanded our range of compliance services into air and water. In addition, we acquired Sure Maintenance in September 2015, extending the geographical footprint of the Group's gas offering. In November 2015, after the end of the financial year, we acquired Aaron Services, which gives us a broader geographic footprint, offering the same cross-selling openings as Sure and a particular opportunity to work with Regeneration (East), which operates in a similar territory. Yesterday we announced the acquisition of Precision Lifts which brings lift installation and maintenance capabilities into the division. This enables us to provide an even more comprehensive compliance offering and opens up new opportunities.

Full year revenues increased by 13.9%, an improvement of £4.4m. This was aided by the acquisition of our water and air business, H2O Nationwide, on 3 October 2014 which provided a full year contribution. The acquisition of Sure Maintenance in September 2015, close to year end, provided a small contribution.

An improvement in business mix, particularly the contribution of higher margin water and air services, along with a number of high margin projects saw margins improve from 7.9% to 12.3%. The division also did not see the scale of new contract mobilisation experienced in the prior year and so saw a lower impact of mobilisation costs.

Notable wins included a seven year gas maintenance contract with Arun District Council, a three year mechanical and electrical contract with MHS Homes, and a four year electrical maintenance contract with Brighton & Hove City Council. Our projects with Peabody and A2 Dominion, which were the result of cross-selling initiatives, also performed well. We are continuing to strengthen our relationships with these customers. Further successes include fire maintenance and safety works for Kensington & Chelsea TMO and Wandle Housing Association, together with contracts for gas servicing and maintenance for A1 Housing, domestic boiler installations for London Borough of Islington, gas safety inspections for Lanarkshire Housing Association and a framework win for major works for London Borough of Southwark.

H2O Nationwide performed well in the year, delivering continued organic growth and re-securing a key contract with Unite Housing. It achieved its first cross-selling success, winning a contract to provide water treatment to Arun District Council, a gas compliance customer introduced by K&T Heating. The business also entered the social housing market when it was appointed to a framework for Efficiency East Midlands, working alongside Foster Property Maintenance and Sure Maintenance in this procurement network.

We believe that as a consequence of new contract wins and complementary acquisitions, we have achieved critical mass, both in terms of geographic coverage and scale of engineers we employ directly. Our Compliance division now offers a comprehensive range of services which we are developing into a single Lakehouse offering, with delivery supported by our Impact Response system and our Customer Journey initiative. We are now raising customer awareness of our offering and reviewing with them how we can meet all their compliance needs.

Energy Services

Energy Services: Financial year ended 30 September 2015

2015

2014

Change

Revenue (£m)

68.1

22.9

196.6%

Underlying EBITA (£m)

9.6

2.8

244.1%

Underlying EBITA margin

14.1%

12.1%

200 bps

 

Energy Services provides a range of energy efficiency services for social housing and private homes. The division also uses these services to deliver carbon emissions savings for energy companies, enabling them to meet their legislative targets. In addition, the division offers renewable technologies, smart metering services and energy brokerage to customers throughout the UK.

Revenue grew to £68.1m from £22.9m year on year and this was primarily due to our first full year of ownership of Everwarm, which we bought in April 2014. Previously, we had only a sub-scale presence in the English market.

Improved labour utilisation afforded by a higher level of activity, together with a full year contribution from Everwarm and the Energy (South) business turning from loss to profit in the year, saw underlying EBITA margins rise from 12.1% to 14.1%. Providor and Orchard Energy made small contributions after integration costs and both have showed significant early opportunities.

In May 2015, the division expanded its nascent smart-meter installation business with the acquisition of Providor and in July 2015 acquired Orchard Energy, a leading UK energy procurement and advisory service provider. We have made further progress expanding Energy Services in England including being appointed to the RE:NEW framework in London. RE:NEW is the Mayor's programme to help make London's homes more energy efficient and has the capacity to deliver up to £1.6bn of energy upgrades. In addition, we secured a place on both the Fusion 21 and Eastern Procurement frameworks for energy services. We are also gaining traction with local authority and social housing customers who wish to explore our solutions and ability to obtain funding for them from the major energy companies. Key highlights this year included £14m of new wins in London and the South East, including notable contracts with the London Borough of Camden and a three year contract with the London Borough of Brent.

We have very strong relationships with five of the Big Six energy utility companies and the key independent energy utility companies, and continue to help them meet their environmental obligations. We have negotiated contract extensions into 2016 and developed relationships with several smaller independent utility companies, who will play a larger role in the coming years. We are already delivering contracts for energy saving measures and metering for these independent providers.

Providor is one of the UK's leading smart-metering specialists. It complements our existing energy services offering by giving us critical mass in the high growth smart-metering market, which forms part of the Government's £11bn scheme to upgrade the UK's energy infrastructure and improve competition by 2020. We are pleased with the growth in Providor's order book since acquisition, which includes a new ten year contract with Ovo Energy.

Orchard Energy is a leading UK energy procurement and advisory service provider which works with corporate clients to manage their energy costs, particularly energy supply and usage. In addition, it provides energy management services to commercial and industrial customers including brokering supply with utilities firms, managing contracts and advising on energy consumption. The acquisition enhances our offering to social housing clients who are keen to address fuel poverty. We are now introducing Orchard Energy to our Regeneration customers who wish to explore how they and their residents can benefit from cheaper energy.

The Group holds a one-third share in the Warmworks joint venture along with Changeworks and the Energy Saving Trust. During the year, Warmworks was awarded a national fuel poverty scheme funded by the Scottish Government and worth up to £224m in total over a period of up to seven years. A proportion of this sum is being deployed directly on energy saving measures delivered by Everwarm. The contract started in September 2015, on target with the expectations set out by Scottish Government and initial volumes have been in line with expectations.

The division has made good progress this year despite the energy sector experiencing some well publicised challenges in the period, particularly around UK Government policy towards energy efficiency and the funding policies that underpin the sector. As we moved into the final phase of current policy and the obligations placed on utility companies relaxed, we saw pressure on carbon prices impacting in the final quarter of the year, which had a consequential effect on margins. We expect 2016 to be a transition year from the existing energy company obligation to the new policy, which starts in April 2017. 

While acknowledging the challenges arising from this evolving market, we believe that the market drivers remain: to improve energy efficiency across the UK housing stock and address fuel poverty. To deliver such a wide and complex challenge will require organisations with the necessary expertise and bandwidth. We have strengthened our Energy Services offering accordingly by acquiring complementary businesses and extending our capabilities - we remain well positioned to deliver on our strategy.

Construction

Construction: Financial year ended 30 September 2015

2015

2014

Change

Underlying Revenue (£m)

73.4

78.5

(6.5)%

Underlying EBITA (£m)

4.8

2.5

90.5%

Underlying EBITA margin

6.6%

3.2%

340 bps

 

The Construction division offers refurbishment and small to medium-sized public building works, predominantly for local authority clients. The division focuses primarily on clients in the education sector, although it also delivers works to a range of other public buildings.

Full year underlying revenues declined overall, reflecting the exit last year from our social housing development activities, further details of which are outlined in notes 2 and 3. Our core education business grew by 12%, as we saw the benefit of higher value work secured on our frameworks in London.

The improvement in underlying margins reflected our focus on small to medium-sized education projects, where we can effectively balance risk and return, along with the exit from our social housing development business (which generated a loss of £1.2m in the underlying results for 2014).

During the year, we were reappointed to the Hampshire County Council framework and secured a place on the Local Government Shared Services (LGSS) framework with Northamptonshire and Cambridgeshire County Councils. We were also appointed to the Kent County Council Principal Contractors framework, the Gloucester County Council Major Construction Contract and the South Hunsley National framework for small to medium works.

We were pleased to secure the first two projects under the LGSS framework at Silverstone School and Radstone Fields School. We also saw the strengthening of relationships with London Borough of Richmond upon Thames, after winning the Russell and Strathmore School expansion project. We secured new schemes with Bromley Council at Midfield, Glebe and Edgebury Schools, two of which are under the Lewisham Pupil Places framework. There remains a large pipeline of opportunities for the division.

Utilising the East London Solutions framework, we won contracts with Newham Council at Salisbury, West Ham Church and Ranalagh schools. We also successfully delivered the first London Construction Programme project at Bounds Green School. In addition, we secured our first projects for City of Westminster College (Maida Vale Campus) and Ellen Wilkinson School in Ealing.

A key driver for the division is the continued shortage of primary school places, which requires investment in new school buildings to meet demand. The scale of this demand means we are able to remain selective about the new opportunities we pursue. High customer satisfaction also leads to good levels of repeat business and we continue to secure new framework wins.

Order book

Our bidding and estimating teams have continued to perform well, with new contract wins totalling £638m secured in the period. The focus on long term contractual relationships has led to all four divisions increasing the number of frameworks they are appointed to, which has in turn contributed to growth in our order book to £595m, an increase of £92m since December 2014.

Our sales pipeline remains robust at £2.8bn of identified Pre Qualification Questionnaire ("PQQ") and tender opportunities. The fragmented nature of our markets, combined with our still relatively small market share, underlines the scale of opportunity available to each of our divisions.

In addition a key driver for organic growth is our ability to cross-sell our services across the Group's clients and we have identified a number from each division where we are introducing other services alongside those we are already successfully providing.

FINANCIAL REVIEW

Introduction

This was a successful year for Lakehouse as we delivered our maiden results in line with our expectations. The year has been significant, delivering strong growth whilst managing the inevitable demands of completing our IPO.

Trading performance

Year ended 30 September (£m)

2015

2014

Change (%)

Revenue

Regeneration

161.7

172.6

(6.3)%

Compliance

36.6

32.2

13.9%

Energy Services

68.1

22.9

196.6%

Construction

73.4

78.5

(6.5)%

Inter-segment elimination

(3.2)

(3.7)

Underlying Group revenue

336.6

302.5

11.3%

Revenue from loss-making contracts on businesses being exited (Construction division)*

3.6

-

Revenue

340.2

302.5

12.5%

 

Year ended 30 September (£m)

2015

2014

Change (%)

Underlying EBITA

Regeneration

10.5

9.3

13.4%

Compliance

4.5

2.5

77.0%

Energy Services

9.6

2.8

244.1%

Construction

4.8

2.5

90.5%

Central costs

(7.2)

(6.3)

13.9%

Group underlying EBITA

22.2

10.8

105.6%

Exceptional and other items *

(17.6)

(9.5)

Operating profit

4.6

1.3

251.4%

 

Year ended 30 September

2015

2014

Change (%)

Underlying EBITA %

Regeneration

6.5%

5.4%

110bps

Compliance

12.3%

7.9%

440bps

Energy Services

14.1%

12.1%

200bps

Construction

6.6%

3.2%

340bps

Central costs

-2.1%

-2.1%

0bps

Group underlying EBITA

6.6%

 3.6%

300bps

 

* Detailed further in notes 2 and 3.

Underlying Group revenue in the year increased by 11.3% to £336.6m (2014: £302.5m), with organic revenue growth of 2.5%. Organic revenue excludes the impact of acquisitions in the year (specifically H2O Nationwide, Providor, Orchard Energy and Sure Maintenance), together with the annualised impact of the prior year acquisition of Everwarm and the exit from our social housing development activities. Revenue was £340.2m (2014: £302.5m), with the £3.6m difference to underlying revenue relating to revenues earned in the year from loss-making contracts on businesses being exited in our former social housing development activities (which sits in the Construction segment).

Group underlying EBITA rose by 105.6% to £22.2m (2014: £10.8m) to give an underlying EBITA margin of 6.6% (2014: 3.6%). Underlying EBITA excludes the amortisation of acquisition intangibles, contract losses on businesses being exited and exceptional items, which the Board believes provides a more appropriate view of our underlying operating performance. Organic EBITA growth was 50.0% (defined again as in revenue above). Operating profit rose to £4.6m, from £1.3m in the prior year.

The significantly improved Group underlying EBITA reflects progression in every division arising from operational improvements and a focus on higher margin work, producing an improved margin mix.

Regeneration

Full year revenues declined by £10.9m (6.3%) from £172.6m to £161.7m year on year. This reflects the Hackney Homes framework coming to maturity in the year, which had a 6.8% adverse impact on year on year revenues. We were pleased to see the new organic businesses in Regeneration (North) and responsive business in Regeneration (East) make a positive contribution in the second half of the year, as both reached profitability.

Underlying EBITA margins improved from 5.4% to 6.5% as a result of focusing on smaller frameworks where we could earn stronger returns, coupled with an improved operational performance.

Compliance

Full year revenues improved by £4.4m from £32.2m to £36.6m, representing an increase of 13.9%. The acquisition of our water and air business, H2O Nationwide, completed on 03 October 2014, and so provided a full year contribution. The acquisition of Sure Maintenance in September 2015 provided a small contribution, given its timing prior to year end. The acquisitions of Aaron Services and Precision Lifts both came after year end and as such, made no contribution in the year.

Margins improved from 7.9% to 12.3% reflecting an improvement in business mix, particularly the contribution of water and air services, along with a number of high margin projects. The division also did not have the scale of new contract mobilisation experienced in the prior year and so saw a lower impact of such costs.

Energy Services

Full year revenues increased by 196.6%, from £22.9m to £68.1m. This reflected primarily the full year impact of Everwarm (acquired in April 2014), together with, to a lesser extent, the acquisitions of Providor in May 2015 and Orchard Energy in July 2015. The division grew 50% on an organic basis, reflecting the mobilisation of our Energy Services offering in England and a strong second half performance from Everwarm as we emerged strongly from a slow period over the winter.

Underlying EBITA margins grew from 12.1% to 14.1% in the year, reflecting the improved labour utilisation afforded by a higher level of activity, together with a full year contribution from Everwarm and the Energy (South) business turning from loss to profit in the year. Providor and Orchard Energy made small contributions after integration costs and both have showed significant early opportunities.

We have seen significant change in the market for energy subsidies during the year and towards the end of the period an ensuing reduction in the prices we received for carbon. We believe the breadth of offering we have developed through the three acquisitions, together with the organic opportunities we are realising, particularly with social housing clients in the developing English market, leaves us well placed to adapt to changes in the energy market. While not immune to further changes that may arise in the markets we have built an infrastructure that is strong and can help both Government and our social housing clients address the multiple challenges of budgetary limitations, at the same time as having to meet targets for carbon emissions and fight fuel poverty.

Construction

Full year underlying revenues declined by £5.1m (6.5%) from £78.5m to £73.4m and underlying EBITA improved by £2.3m (90.5%) from £2.5m to £4.8m, reflecting the closure of our social housing development activities last year, further details of which are outlined in notes 2 and 3. Our core education business grew by 12.0%, as we saw the benefit of higher value work secured on our frameworks in London. We seek to grow our construction activities on a selective basis, where we can achieve an appropriate balance of risk and reward.

Central costs

Central costs increased 13.9%, from £6.3m in 2014 to £7.2m in 2015. This reflects the additional costs associated with being a listed company, together with additional support costs for the acquisitions we made in the year.

Exceptional and other items, including amortisation of acquisition intangibles

Exceptional and other items in the year related to the following:

2015

2014

£m

£m

Contract losses on businesses being exited

 2.5

 -

Exceptional items

Acquisition costs

 0.8

 0.7

Contract costs

 2.9

 3.0

Disposal of subsidiary business

 -

 0.1

Restructuring

 0.8

 -

IPO costs

 4.2

 0.6

Total exceptional items

 8.7

 4.4

Amortisation of acquisition intangible assets

 6.4

 5.1

Operating loss impact of exceptional and other items

 17.6

 9.5

Accelerated amortisation of financing costs

 0.4

 -

Unwinding discount of deferred consideration

 0.4

 0.5

Loss before tax impact of exceptional and other items

 18.4

 10.0

Imputed taxation credit

 (3.3)

 (0.8)

Loss after tax impact of exceptional and other items

 15.1

 9.2

 

 

 

Exceptional and other items in the year reduced the Group's profit before tax by £18.4m and related to the following items:

Contract losses on businesses being exited

Contract losses on businesses being exited of £2.5m (2014: £nil) represent further losses incurred on certain legacy contracts of our now ceased social housing development business. The associated revenues on these contracts was £3.6m. In the prior year, a loss of £1.2m was incurred in the social housing development business, which was treated as part of underlying activities in that year.

Exceptional items

Acquisition costs comprise legal, professional and other expenditure in relation to acquisition activity during the year and amounted to £0.8m (2014: £0.7m).

Contract costs relate to exceptional remediation expenses associated with the resolution of historic matters on a specific contract. The amount of £2.9m above represents the cost of additional unforeseen work undertaken over and above the £3.0m provided in the year ended 30 September 2014.

Restructuring costs of £0.8m (2014: £nil) relate to redundancy costs, the write-off of certain fixed assets and legal fees in relation to reshaping the Group structure during the year post IPO.

IPO costs of £4.2m (2014: £0.6m) comprise legal, professional and incidental expenditure incurred in relation to the IPO. We also transferred £1.3m of costs to the share premium account at the half year.

Amortisation of acquisition intangibles

When we acquire businesses, we estimate the value of their intangible assets following a review of the following: business drivers, statutory accounts, completion accounts and share purchase agreement, as well as holding discussions with local management. As with our four previous acquisitions, the intangible asset is made up of three identified categories: contracted work, customer relations and non-compete agreement. The relative values of each depend on the number and value of long term contracts, wider commercial relationships and legal terms of the acquisition agreement.

Acquisition intangibles are recognised separately in the Group balance sheet and are amortised over their assessed useful life, which is typically between three and five years. We exclude this amortisation charge from our calculation of underlying EBITA, because the Board does not consider that the cost is appropriate in understanding our underlying operating performance.

Amortisation of acquisition intangibles was £6.4m for the year (2014: £5.1m), with the increase reflecting the full year effect of Everwarm, together with the acquisitions of H2O Nationwide, Providor, Orchard Energy and Sure Maintenance during the year.

The balance of the difference between acquisition price, less acquisition intangibles and net assets acquired, is held as goodwill on the balance sheet. Goodwill is reviewed annually for impairment, based on trading projections sourced from the Group's three year plan. The Board concluded that none of our acquisitions necessitated impairment during the year.

Accelerated amortisation of financing costs 

Finance costs of £0.4m (2014: £nil) represent the acceleration of unamortised costs on the term loan we replaced with a new revolving credit facility in December 2014, ahead of the IPO.

Unwinding discount of deferred consideration

The unwinding discount of deferred consideration is a non-operating sum of £0.4m (2014: £0.5m) relating to the unwinding of discounts on deferred consideration payable for acquisitions.

Accounting treatment

The costs discussed above are considered non-trading because they are not part of the underlying trading of the Group and (aside from amortisation of acquisition intangibles and unwinding discount of deferred consideration) are not expected to recur year to year.

Cash impact

The main cash impact of the above contract losses on businesses being exited, contract costs and restructuring costs are expected to occur within one year. The other costs were either non-cash in nature or their impact occurred during the year.

Finance expense

The total finance expense for the year represented the interest charged on our debt facilities (net of finance income), together with the amortisation of debt raising costs, which totalled £0.6m (2014: £0.7m).

Our revolving credit facility was undrawn at year end. At the date of issuing this report we had drawn £23m, principally to finance the purchase of Aaron Heating Services Limited and Precision Lift Services Limited, along with £3.4m for deferred consideration payments due to the former owners of Allied Protection Limited and H2O Nationwide Limited.

We took the opportunity to renegotiate our banking facilities with Royal Bank of Scotland in December 2015 to secure a revolving credit facility of £45m (increased from £30m) for deployment in future corporate development activity.

Tax

The tax charge on underlying profit before tax of £21.6m was £4.1m, representing an effective rate of 19.0%, which compares with the statutory corporation tax rate of 20.5%. The difference was due to a settlement of items relating to the prior year.

The effective tax rate on statutory profit before tax for the year was 25.5%, the difference to the statutory rate being due to some £2.1m of exceptional items that were considered non-deductible for tax purposes.

Our cash tax payment for the year was £1.9m, compared to a statutory charge of £0.8m. The cash payment related to the timing of quarterly tax payments from the prior year. In the year, we utilised some £2.9m of a £5.9m tax credit, which arose on the exercise of share options at the time of the IPO and were eligible for Group tax relief. The difference between our cash and statutory charge was taken to reserves.

The remaining tax credit relates to a single Group company and may be utilised over a period of greater than one financial year.

Year ended 30 September (£m)

2015

2014

Underlying EBITA

22.2

10.8

Less:

Exceptional and other items

17.6

9.5

Finance expense

1.4

1.2

Tax

0.8

0.5

Profit/(loss) after tax

2.4

(0.4)

 

Earnings per share

Underlying basic earnings per share were 13.7p (2014: 11.7p), based on underlying earnings of £17.5m (2014: £8.8m). Underlying earnings are stated after adding back £15.1m of exceptional and other items (after tax), as outlined above.

Our statutory earnings for the period were £2.4m (2014: £(0.4)m). Based on the weighted average number of shares in issue during the year of 127.8m, this resulted in basic earnings per share of 1.9p (2014: (0.5)p).

Further details are contained in note 6.

Dividend

The Board has proposed a dividend of 1.9p per share in respect of the second half of the financial year. Subject to approval at the AGM, this will be paid on 8 February 2016 to shareholders on the register at the close of business on 8 January 2016.

Provisions

Provisions as at 30 September 2015 stood at £6.4m (30 September 2014: £6.7m). During the year, we utilised £3.3m of provisions in line with our expectations, predominantly £2.4m in relation to specific contract costs (discussed in exceptional items above) and £0.5m in relation to share costs utilised as part of the share restructuring process around the IPO. We provided a further £2.9m in relation to specific contract costs (as outlined in note 3) and recognized £0.8m as part of fair value accounting on acquisitions.

Further details are contained in note 9.

Cash flow performance

Our operating cash flow for the year was £19.1m (2014: £15.3m) and £25.6m (2014: £15.5m) after taking account of the cash impact of exceptional and other items. This resulted in a strong underlying cash conversion of 115% (2014: 143%).

We calculate operating cash conversion as cash generated from operations, plus the cash impact of exceptional and other items, divided by underlying EBITA. We believe this measure provides a consistent basis for comparing cash generation consistently over time.

We managed working capital very tightly in the year, resulting in a positive movement of £5.9m. Our packaged subcontractor model still maintains a significant influence over cash dynamics for the Group and we saw a benefit in the year.

As the Group grows, we will need to continue to invest in working capital; in particular, the timing of revenues, method of contract delivery and customer contractual terms can all have an impact on cash conversion. Generally as revenues rise under a packaged subcontractor model, there is a cash benefit, as we are paid more quickly by our clients than we pay our supply chain; conversely as revenues fall, we may find payments to subcontractors do not fall in proportion to lower revenues, resulting in a cash outflow. We are increasingly employing a direct labour model, which attracts higher margins, but involves a shorter working capital cycle, as we carry higher levels of inventory and pay the workforce more quickly than packaged subcontractors. Clients are increasingly seeking later payment terms, in particular pushing for payment on completion of work, rather than in stages.

After factoring in the matters highlighted above, together with the impact of the exceptional and other items in the balance sheet at year end, we expect to continue to target an average annual operating cash conversion of 80% over the long term.

Our net cash balance stood at £6.6m and we had no debt at 30 September 2015.

Corporate development

During the year, we made four acquisitions. These were:

· H2O Nationwide Limited in October 2014, for initial cash consideration of £4.9m (including £2.1m of net cash received), fixed deferred payments of £1.4m and contingent deferred consideration estimated at £0.9m (capped at £2.0m)

· Providor Limited in May 2015, for initial cash consideration of £5.6m (including £0.8m of net cash received) and contingent deferred consideration estimated at £1.5m (capped at £2.0m)

· Orchard (Holdings) UK in July 2015, for initial cash consideration of £8.9m (including £1.9m of net cash received) and contingent deferred consideration estimated at £1.6m (capped at £3.0m)

· Sure Maintenance Group, for initial cash consideration of £7.3m (including £0.8m of cash and cash equivalents received) and contingent deferred consideration estimated at £0.5m (capped at £2.35m)

All amounts are stated net of discounting to present values as at 30 September 2015 and net cash received is net of working capital adjustments.

We made a further two acquisitions after the year end:

· Aaron Heating Services Limited in November 2015, for initial cash consideration of £6.7m and contingent deferred consideration, capped at £3.3m

· Precision Lift Services Limited in December 2015, for initial cash consideration of £5.5m and contingent deferred consideration, capped at £3.0m

Deferred consideration

During the year, we made further fixed deferred consideration payments in relation to Foster Property Maintenance and Allied Protection. The table below shows the total discounted deferred consideration payable and the amount outstanding at the year end. £7.2m of the deferred consideration outstanding at year-end is contingent on future earnings of the businesses acquired.

Acquired business

At 30 Sept 2014

(£m)

Additions / (payments, including discounting)

(£m)

At 30 Sept 2015

(£m)

Foster Property Maintenance

9.6

(9.6)

-

Allied Protection

3.5

(0.2)

3.3

H2O Nationwide

-

2.3

2.3

Providor

-

1.5

1.5

Orchard Energy

-

1.6

1.6

Sure Maintenance

-

0.5

0.5

13.1

(3.9)

9.2

 

In addition to the acquisitions discussed above, one of our former acquisitions - Allied Protection - had contingent deferred consideration as part of the transaction terms, amounting to £2.7m. Allied Protection met its profit targets in the year to 30 September 2015, resulting in a full payment of the £2.7m contingent consideration in November 2015 (and is included in full within the table above).

Acquisition integration

We have a well worked integration process for acquisitions and focus on certain key items in the first 100 days:

· Daily cash reporting and maintenance of a rolling three month cash forecast

· Alignment of financial reporting with the Group's reporting timetable

· Future income visibility through monthly forecasting

· Order book reporting, which underpins the predictability for our revenue

· Alignment of accounting policies

We typically conduct the due diligence in-house, with support from external advisers where appropriate and specific value can be added. This process means we get to know the acquired businesses well and cover the above integration matters during the process, such that acquired businesses are substantially aligned from day one.

The Group has a track record of purchasing successful, well-managed businesses with comparable culture and financial discipline to our own. This helps ensure their integration is relatively smooth.

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

For the year ended 30 September 2015

 

 

Responsibility statement of the directors on the annual report

This responsibility statement below has been prepared in connection with the company's full annual report for the year ended 30 September 2015. Certain parts thereof are not included within this announcement.

We confirm to the best of our knowledge that:

1. The financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole;

2. The strategic report includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principcal risks and uncertainties they face; and

3. The annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.

This responsibility statement was approved by the board of directors on 9 December 2015 and signed on its behalf by:

 

 

 

 

Jeremy Simpson

Chief Financial Officer

9 December 2015

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 September 2015

Underlying results1

Exceptional and other items1

Underlying results1

Exceptional and other items1

Notes

2015

2015

2015

2014

2014

2014

£'000

£'000

£'000

£'000

£'000

£'000

Revenue

2

 336,633

 3,565

 340,198

 302,488

 -

 302,488

Cost of sales

 (290,671)

 (6,089)

 (296,760)

 (271,639)

 -

 (271,639)

Gross profit

 45,962

 (2,524)

 43,438

 30,849

 -

 30,849

Other operating expenses

 (23,738)

 -

 (23,738)

 (20,040)

 -

 (20,040)

Share of results of joint venture

 -

 -

 -

 -

 -

 -

Operating profit before exceptional and other items

 22,224

 (2,524)

 19,700

 10,809

 -

 10,809

Exceptional items

3

 -

 (8,656)

 (8,656)

 -

 (4,405)

 (4,405)

Amortisation of acquisition intangibles

3

 -

 (6,465)

 (6,465)

 -

 (5,101)

 (5,101)

Operating profit

2

 22,224

 (17,645)

 4,579

 10,809

 (9,506)

 1,303

Finance expense

 (639)

 (758)

 (1,397)

 (902)

 (478)

 (1,380)

Investment income

 20

 -

 20

 181

 -

 181

Profit before tax

2

 21,605

 (18,403)

 3,202

 10,088

 (9,984)

 104

Taxation

4

 (4,116)

 3,300

 (816)

 (1,296)

 811

 (485)

Profit / (loss) for the year attributable to the equity holders of the group

 17,489

 (15,103)

 2,386

 8,792

 (9,173)

 (381)

Earnings / (loss) per share

Basic

6

1.9p

(0.5)p

Diluted

6

1.7p

(0.5)p

Underlying earnings per share

Basic

6

13.7p

11.7p

Diluted

6

12.3p

8.3p

 

 

 

 

The accompanying notes are an integral part of this consolidated statement of comprehensive income.

 

1 Underlying results are stated before exceptional and other items. Exceptional and other items are detailed further in Note 3.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended 30 September 2015

 

2015

2014

Notes

£'000

£'000

Non-current assets

Goodwill

 56,267

 42,388

Other intangible assets

 27,199

 17,876

Property, plant and equipment

 3,126

 1,758

Interests in joint venture

 -

 -

Trade and other receivables

 1,131

 1,666

 87,723

 63,688

Current assets

Inventories

 4,635

 5,028

Amounts due from customers under construction contracts

 2,053

 3,247

Trade and other receivables

 77,538

 73,178

Corporation tax receivable

 1,683

 -

Cash and cash equivalents

 6,934

 4,230

 92,843

 85,683

Total assets

 180,566

 149,371

Current liabilities

Amounts due to customers under construction contracts

 574

 2,310

Trade and other payables

 80,344

 73,033

Loans and borrowings

7

 -

 3,333

Finance lease obligations

 403

 165

Provisions

9

 3,279

-

Income tax payable

 -

 445

 84,600

 79,286

Net current assets

 8,243

 6,397

Non-current liabilities

Trade and other payables

 5,013

 4,854

Loans and borrowings

7

 -

 7,878

Finance lease obligations

 340

 66

Provisions

9

3,170

 6,668

Deferred tax liability

 1,979

 1,813

 10,502

 21,279

Total liabilities

 95,102

 100,565

Net assets

 85,464

 48,806

Equity

Called up share capital

 15,753

 -

Share premium account

 25,314

 31,820

Share-based payment reserve

 709

 1,068

Own shares

 (290)

 -

Merger reserve

 20,067

 1

Retained earnings

 23,911

 15,917

Equity attributable to equity holders of the company

 85,464

 48,806

The financial statements of Lakehouse plc (registered number 09411297) were approved by the board of directors and authorised for issue on 9 December 2015. They were signed on its behalf by:

J J C Simpson

Director

 

 

The accompanying notes are an integral part of this consolidated statement of financial position.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 September 2015

Share capital

Share premium account

Share-based payment reserve

Own shares

Merger reserve

Retained earnings

Total equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 1 October 2013

 -

 306

 197

 -

 1

 15,130

 15,634

Loss for the period

 -

 -

 -

 -

 -

 (381)

 (381)

Premiums on shares issued in the year

 -

 31,514

 -

 -

 -

 -

 31,514

Created on acquisition of subsidiary

 -

 -

 785

 -

 -

 -

 785

Share-based payment charge

 -

 -

 86

 -

 -

 -

 86

Deferred tax

 -

 -

 -

 -

 -

 1,168

 1,168

At 30 September 2014

 -

 31,820

 1,068

 -

 1

 15,917

 48,806

Profit for the period

 -

 -

 -

 -

 -

 2,386

 2,386

Conversion of share options

 -

 628

 (1,205)

 -

 -

 1,205

 628

Group restructuring

 12,382

 (32,448)

 -

 -

 20,066

 -

 -

Issue of share capital

 3,371

 25,314

 -

 -

 -

 -

 28,685

Share-based payment charge

 -

 -

 846

 -

 -

 -

 846

Purchase of own shares

 -

 -

 -

 (290)

 -

 -

 (290)

Current tax - Excess tax deductions related to share based payments

 -

 -

 -

 -

 -

 2,506

 2,506

Deferred tax

 -

 -

 -

 -

 -

 1,897

 1,897

At 30 September 2015

 15,753

 25,314

 709

 (290)

 20,067

 23,911

 85,464

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 September 2015

2015

2014

Notes

£'000

£'000

Cash flows from operating activities

Cash generated from operations

10

 19,099

 15,339

Interest paid

 (460)

 (649)

Interest received

 11

 34

Taxation

 (1,903)

 (8,211)

Net cash generated from operating activities

 16,747

 6,513

Cash flows from investing activities

Purchase of shares in subsidiary, net of cash acquired

 (29,745)

 (15,296)

Purchase of property, plant and equipment

 (1,169)

 (890)

Purchase of intangible assets

 (491)

 (475)

Sale of property and equipment

 328

 120

Disposal of subsidiary business

 40

 80

Net cash used in investing activities

 (31,037)

 (16,461)

Cash flows from financing activities

Proceeds from issue of shares

 30,000

 2

Proceeds from issue of pre-existing shares

 975

 -

Proceeds from bank borrowings

 -

 16,116

Repayment of bank borrowings

 (11,667)

 (9,861)

Repayments to finance lease creditors

 (237)

 (202)

Purchase of own shares

 (290)

Finance issue costs

 (472)

 (673)

Share issue costs paid

 (1,315)

 -

Net cash generated from financing activities

 16,994

 5,382

Net increase / (decrease) in cash and cash equivalents

 2,704

 (4,566)

Cash and cash equivalents at beginning of year

 4,230

 8,796

Cash and cash equivalents at end of year

 6,934

 4,230

 

 

The accompanying notes are an integral part of this consolidated statement of cash flows.

 

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

For the year ended 30 September 2015

1. Basis of Preparation and significant accounting policies

Lakehouse plc is a company incorporated in the United Kingdom under the Companies Act, registered number 09411297. The address of the registered office is 1 King George Close, Romford, Essex RM7 7LS. The consolidated financial statements are presented in Pounds Sterling because that is the currency of the primary economic environment in which the Group operates.

As part of a restructuring accompanying the Initial Public Offering ("IPO") of the Group on 23 March 2015, Lakehouse plc replaced Lakehouse Holdings Limited as the Group's ultimate parent company by way of a Share exchange agreement. Under IFRS 3 this has been accounted for as a group reconstruction under merger accounting. The results for the Group for the period from 1 October 2014 to 30 September 2015 have been presented as if Lakehouse plc was the ultimate parent company from 1 October 2014. The prior year comparatives reflect the consolidated results of the Group under Lakehouse Holdings Limited. On 23 March 2015 Lakehouse plc was listed on the London Stock Exchange.

These results for the year ended 30 September 2015 are an excerpt from the Annual Report & Accounts 2015 and do not constitute the Group's statutory accounts for 2015 or 2014. Statutory accounts for Lakehouse Holdings for the year to 30 September 2014 have been delivered to the Registrar of Companies, and the Lakehouse plc statutory accounts for the year to 30 September 2015 will be delivered in due course. The Auditor has reported on both those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under Sections 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.

Whilst the financial information included in this Annual Results Release has been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the European Union (EU), this announcement does not itself contain sufficient information to comply with IFRS. Full financial statements that comply with IFRS are included in the Annual Report & Accounts 2015 which will be available at www.lakehouse.co.uk.

The accounting policies adopted are consistent with those followed in the preparation of the Lakehouse Holdings Limited Group's Annual Report & Accounts for the year ended 30 September 2014 except for the adoption of IFRS 10 'Consolidated Financial Statements', IFRS 11 'Joint Arrangements', IFRS 12 'Disclosures of Interests in Other Entities', IFRIC21 "Levies", IAS 36 "Recoverable Amount Disclosures for Non-Financial Assets" and "Amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting" . The adoption of these standards has had no impact on the results or financial position of the group.

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Annual Report and Accounts.

Underlying business performance

The Group believes that the measure of underlying EBITA and presentation of underlying operating profit, profit before tax, profit after tax and earnings per share provide useful information on underlying trends to shareholders. These measures are used by the Group for internal performance analysis and incentive compensation arrangements for employees.

The terms "underlying EBITA", '"underlying", "contract losses on businesses being exited" and "exceptional items" are not defined terms under IFRS and may therefore not be comparable with similarly titled profit measures reported by other companies. It is not intended to be a substitute for, or superior to, GAAP measurements of profit.

The term "underlying" refers to the relevant measure being reported for continuing operations excluding exceptional and other items, (which include amortisation of acquisition intangibles). EBITA is earnings before interest, tax and amortisation of acquisition intangibles. Adjusted EBITA is stated before exceptional and other items.

 

 

2. Operating segments

The Group's chief operating decision maker is considered to be the Board of Directors. The Group's operating segments are determined with reference to the information provided to the Board of Directors in order for it to allocate the Group's resources and to monitor the performance of the Group.

The Board of Directors has determined an operating management structure aligned around the four core activities of the Group, with the following operating segments applicable:

(a) Regeneration: focused on planned and responsive maintenance services for social housing. A significant part of our services is project managing delivery and ongoing resident liaison in delivering planned services such as new kitchens, bathrooms, roofs and windows. The segment also has a small but growing responsive maintenance business. We contract with customers predominantly under framework agreements, where the number of suppliers will vary from one to a small group.

(b) Compliance: focused on gas, fire, electrics, air and water, where we contract predominantly under framework agreements. Services comprise the following:

a. installation, maintenance and repair-on-demand of gas appliances and central heating systems;

b. compliance services in the areas of fire protection and building electrics; and

c. air and water hygiene solutions.

(c) Energy Services: we offer a range of services in the energy efficiency sector, including external, internal and cavity wall insulation, loft insulation, gas central heating and boiler upgrades. The services are offered under various energy saving initiatives including Energy Company Obligations ("ECO"), Green Deal and the Scottish Government's HEEPs ("Home Energy Efficiency Programme") Affordable Warmth programme. Clients include housing associations, social landlords, local authorities and private householders and we have trading relationships with five of the "big six" utility suppliers and many of the leading utility challengers. We also provide renewable technologies, metering services and energy advisory and brokerage services to customers throughout the UK.

(d) Construction: focused on small to medium sized building projects, normally under framework agreements with an emphasis on the education sector. The business targets refurbishment projects for public buildings in the mid-range of value and tends to avoid large scale building projects. The segment also includes a social housing development business, which we are exiting and in relation to which, contract losses have been disclosed separately so as not to distort the underlying trading position of the Group and the Construction segment.

The accounting policies of the reportable segments are the same as those described in the accounting policies section of the Annual Report and Accounts.

All revenue and profit is derived from operations in the United Kingdom only.

The profit measure the Group uses to evaluate performance is Underlying EBITA. Underlying EBITA is defined as operating profit before deduction of exceptional and other items, as outlined in note 3 and on the face of the income statement.

The Group accounts for inter-segment trading on an arm's length basis. All inter-segment trading is eliminated on consolidation.

The following is an analysis of the Group's revenue and Underlying EBITA by reportable segment:

2015

2014

£'000

£'000

Revenue

Regeneration

 161,733

 172,611

Compliance

 36,625

 32,164

Energy Services

 68,047

 22,939

Construction

 73,439

 78,516

Total segment revenue

 339,844

 306,230

Inter-segment elimination

 (3,211)

(3,742)

Total underlying revenue

 336,633

 302,488

Businesses being exited (Construction segment)

 3,565

 -

Revenue from external customers

 340,198

 302,488

 

Inter-segment trading comprises services provided by the Compliance segment for the Regeneration segment and are charged at prevailing market prices.

Reconciliation of underlying EBITA to profit before taxation

2015

2014

£'000

£'000

Underlying EBITA by segment

Regeneration

 10,510

 9,267

Compliance

 4,509

 2,548

Energy Services

 9,570

 2,781

Construction

 4,838

 2,539

Central

(7,203)

(6,326)

Total underlying EBITA

 22,224

 10,809

Contract losses on businesses being exited (Construction segment)

(2,524)

 -

Amortisation of acquisition intangibles

(6,465)

(5,101)

Exceptional costs

(8,656)

(4,405)

Investment income

 20

 181

Finance costs

(1,397)

(1,380)

Profit before taxation

 3,202

 104

The improvement to IFRS 8 issued in April 2009 clarified that a measure of segment assets should be disclosed only if that amount is regularly provided to the chief operating decision maker. Following a change in the internal reporting of segmental financial results during the year the chief operating decision maker no longer reviews segmental assets and liabilities on a regular basis. Only the Group consolidated statement of financial position is regularly reviewed by the chief operating decision maker and consequently no segment assets or liabilities are disclosed here under IFRS 8.

3. Exceptional and other items, including amortisation of acquisition intangibles

2015

2014

£'000

£'000

Contract losses on businesses being exited

 2,524

 -

Exceptional items

Acquisition costs

 803

 696

Contract costs

 2,891

 2,984

Disposal of subsidiary business

 -

 69

Restructuring

 832

 -

IPO costs

 4,130

 656

Total exceptional items

 8,656

 4,405

Amortisation of acquisition intangible assets

 6,465

 5,101

Operating loss impact of exceptional and other items

 17,645

 9,506

Accelerated amortisation of financing costs

 355

 -

Unwinding discount of deferred consideration

 403

 478

Loss before tax impact of exceptional and other items

 18,403

 9,984

Imputed taxation credit

 (3,300)

 (811)

Loss after tax impact of exceptional and other items

 15,103

 9,173

 

Exceptional and other items in the year reduced the Group's profit before tax by £18.4m and related to the following items:

Contract losses on businesses being exited

Contract losses on businesses being exited of £2.5m (2014: £nil) represent further losses incurred on certain legacy contracts of our now ceased social housing development business. The associated revenues on these contracts were £3.6m. In the prior year, a loss of £1.2m was incurred in the social housing development business, which was treated as part of underlying activities in that year.

Exceptional items

Acquisition costs comprise legal, professional and other expenditure in relation to acquisition activity during the year and amounted to £0.8m (2014: £0.7m).

Contract costs relate to exceptional remediation expenses associated with the resolution of historic matters on a specific contract. The amount of £2.9m above represents the costs of additional unforeseen work undertaken over and above the £3.0m provided in the year ended 30 September 2014.

Restructuring costs of £0.8m (2014: £nil) relate to redundancy costs, the write-off of certain fixed assets and legal fees in relation to reshaping the Group structure during the year post IPO.

IPO costs of £4.2m (2014: £0.6m) comprise legal, professional and incidental expenditure incurred in relation to the IPO. We also transferred £1.3m of costs to the share premium account to reflect costs directly attributable to the issue of new equity.

Amortisation of acquisition intangibles

Amortisation of acquisition intangibles was £6.4m for the year (2014: £5.1m), with the increase reflecting a full year impact of Everwarm, together with the acquisitions of H2O Nationwide, Providor, Orchard Energy and Sure Maintenance during the year.

Accelerated amortisation of financing costs

Finance costs of £0.4m (2014: £nil) represent the acceleration of unamortised costs on the term loan we replaced with a new revolving credit facility in December 2014, ahead of the IPO.

Unwinding discount of deferred consideration

Unwinding discount of deferred consideration reflects the present value of deferred sums, discounted at a post-tax rate of 8.5%, due on outstanding payments for acquisitions.

Accounting treatment

The costs discussed above are considered non-trading because they are not part of the underlying trading of the Group and (aside from amortisation of acquisition intangibles and unwinding discount of deferred consideration) are not expected to recur year to year.

4. Tax on profit on ordinary activities

 

2015

2014

 

£'000

£'000

 

Current tax

 

Current year

 2,200

 1,171

 

Adjustments in respect of prior years

(324)

 -

 

Total current tax

1,876

1,171

 

Deferred tax

(1,060)

(686)

 

Total tax on profit on ordinary activities

 816

 485

 

 

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The differences are explained below;

2015

2014

£'000

£'000

Profit before tax

 3,202

 104

UK corporation tax rate

20.50%

22.00%

Tax at the UK corporation tax rate

 657

 23

Effects of:

Expenses not deductible for tax purposes

 419

 451

Adjustment of deferred tax to closing tax rate

 35

 49

Adjustments in respect of prior years - current tax

(324)

 -

Adjustments in respect of prior years - deferred tax

29

 -

Other adjustments

 -

(38)

Tax expense for the year

 816

 485

In addition to the amounts charged to the consolidated statement of comprehensive income, the following amounts relating to tax have been recognised directly in equity:

2015

2014

£'000

£'000

Current tax - excess tax deductions related to share based payments on exercised options

2,506

 -

Deferred tax

1,897

1,168

Total

 4,403

 1,168

Factors that may affect future charges

The Finance Act 2014, which provides for a reduction in the main rate of corporation tax from 21% to 20% effective from 1 April 2015, was substantively enacted on 17 July 2014. This rate reduction has been reflected in the calculation of the deferred tax at 30 September 2015.

The Government intends to enact further reductions in the main tax rate down to 19% effective from 1 April 2017 and to 18% effective from 1 April 2020. As these tax rates were not substantively enacted at the balance sheet date, the relevant rate reductions are not yet reflected in these financial statements in accordance with IAS 10, as it is a non-adjusting event occurring after the reporting period.

We estimate that the future rate change to 18% would further reduce our UK deferred tax liability recognised at 30 September 2015 from £1,979,000 to £1,880,000. The actual impact will be dependent on our deferred tax position at that time.

 

 

 

5. Dividends

The proposed final dividend for the year ended 30 September 2015 of 1.9p per share amounting to £3.0m (2014: nil) will be paid on 8 February 2016 to the shareholders on the register at the close of business on 8 January 2016. The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

 

6. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

2015

2014

Number

Number

Weighted average number of ordinary shares for the purposes of basic loss / earnings per share

 127,776,310

 75,172,587

Diluted

Effect of dilutive potential ordinary shares:

Share options

 14,122,892

 30,735,019

Weighted average number of ordinary shares for the purposes of diluted loss / earnings per share

 141,899,202

 105,907,606

Earnings / (loss) for the purpose of basic and diluted earnings per share being net profit attributable to the owners of the Company (£'000's)

 2,386

 (381)

Basic earnings / (loss) per share

1.9p

(0.5)p

Diluted earnings / (loss) per share

1.7p

(0.5)p

Earnings for the purpose of underlying earnings per share being underlying net profit attributable to the owners of the Company (£'000's)

 17,489

 8,792

Underlying basic earnings per share

13.7p

11.7p

Underlying diluted earnings per share

12.3p

8.3p

The number of shares in issue at 30 September 2015 was 157,527,103.

 

The weighted average number of Ordinary shares in issue during the year excludes those accounted for in the own shares reserve, representing a weighted average of 169,187 (2014: £nil) shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7. Borrowings

2015

2014

£'000

£'000

Bank loans and credit facilities at amortised cost:

Current

 -

 3,333

Non-current

 -

 7,878

 -

 11,211

Maturity analysis of bank loans and credit facilities falling due:

In one year or less, or on demand

 -

 3,333

Between one and two years

 -

 3,332

Between two and five years

 -

 4,546

 -

 11,211

In October 2013 the Group renegotiated its bank facilities to provide an overdraft facility of £2,000,000 together with a £15,000,000 term loan repayable in instalments. At 30 September 2014 a balance of £11,667,000 was outstanding on the term loan, with 11 instalments outstanding and a final amount of £2,500,000 being due on 21st October 2017; no amount of the overdraft facility was outstanding. An average interest cost of 4.29% was incurred on the term loan in 2014. The term loan was fully repaid in December 2014.

In December 2014, the Group renegotiated its bank facilities to provide an overdraft facility of £5,000,000 together with a revolving credit facility of £30,000,000. In light of the net cash position of the Group, the revolving credit facility was undrawn at 30 September 2015.

 

8. Net cash / (debt)

2015

2014

£'000

£'000

Cash and cash equivalents

 6,934

 4,230

Bank loans and credit facilities

 -

 (11,667)

Unamortised finance costs (included in other receivables)

 418

 -

Unamortised finance costs (included in borrowings)

 -

 456

Finance lease obligations

 (743)

 (231)

 6,609

 (7,212)

9. Provisions

Share costs

Property development

Legal and other

Total

£'000

£'000

£'000

£'000

At 1 October 2013

 -

 -

 50

 50

Identified on acquisition

 -

 -

 100

 100

Additional provision

 459

 1,254

 4,805

 6,518

At 30 September 2014

 459

 1,254

 4,955

 6,668

Identified on acquisition

 -

 -

 818

 818

Additional provision

 -

 -

 2,891

 2,891

Released in the year

 -

 (154)

 (493)

 (647)

Utilised in the year

 (459)

 -

 (2,822)

 (3,281)

At 30 September 2015

 -

 1,100

 5,349

 6,449

Current provisions

 -

 1,100

2,179

3,279

Non-current provisions

 -

-

3,170

3,170

Share costs

Share costs relate to the expense associated with compensating certain employees on IPO, for the higher than expected costs faced on exercising share options extant at 30 September 2014. This crystallized entirely during the financial year, following the IPO in March 2015.

Property development

Property development costs represent sums due to the former owners of the land relating to the Manor Road housing development under the terms of the sale. This sum was paid in October 2015.

Legal and other

Other costs relate to property dilapidation obligations, potential contract settlement costs and other potential legal settlement costs, including a provision of £200,000 for legal expenses held on the balance sheet of the Company. The largest figure relates to the potential contract settlement costs which have been made on management review of contractual obligations faced on legacy contracts and include the Contract costs referred to in note 3. These are expected to result in an outflow of economic benefit over the next one to three years.

 

10. Cash generated from operations

2015

2014

£'000

£'000

Operating profit

4,579

1,303

Adjustments for:

Depreciation

1,017

672

Amortisation of intangible assets

6,841

5,334

Equity-settled share based payments

846

86

Profit on disposal of property, plant and equipment

 (98)

 (87)

Loss on disposal of subsidiary business

-

69

Changes in working capital:

Inventories

 2,166

 (1,142)

Amounts owed by customers under construction contracts

 1,194

 (558)

Amounts owed to customers under construction contracts

 (1,736)

1,256

Trade and other receivables

 1,692

 (3,784)

Trade and other payables

3,635

5,672

Provisions

 (1,037)

6,518

Cash generated from operations

19,099

15,339

Underlying operating cash conversion calculation

Cash generated from operations

19,099

15,339

Exceptional costs paid in the period

6,540

120

Underlying cash generated from operations

25,639

15,459

Operating profit before exceptional items and amortisation of acquisition intangibles

22,224

10,809

Operating cash conversion %

115%

143%

 

 

 

 

 

 

11. Business combinations

2015 acquisitions:

H2O Nationwide Limited

On 3 October 2014 the Group acquired the entire share capital of H2O Nationwide Limited for consideration as detailed below. H2O Nationwide Limited's principal activity is that of air and water compliance. The effect of the acquisition on the Group's assets and liabilities were as follows:

Fair value

Book Value

adjustments

Fair value

£'000

£'000

£'000

Assets

Non-current

Property, plant and equipment

 8

 -

 8

Current

Inventories

 21

 -

 21

Trade and other receivables

 719

 (15)

 704

Cash and cash equivalents

 2,343

 -

 2,343

Total assets

 3,091

 (15)

 3,076

Liabilities

Current

Trade and other payables

 (620)

 (2)

 (622)

Total Liabilities

 (620)

 (2)

 (622)

Net assets acquired

 2,471

 (17)

 2,454

Intangibles acquired

 3,107

Deferred tax recognised in respect of intangibles capitalised

 (621)

Goodwill capitalised

 2,209

 7,149

Satisfied by:

Cash consideration

 4,891

Non contingent deferred consideration

 1,331

Contingent deferred consideration

 927

 7,149

Contingent deferred consideration is payable in November 2018 and has been calculated based on the expectations of future performance in the Group's three year plan compared to the calculation methodology set out in the Share Purchase Agreement , discounted using a Post-Tax discount rate of 8.5%. Non contingent consideration is based on fixed deferred sums payable on the first, second and third anniversaries of completion of the transaction.

The H2O Nationwide Limited intangible assets are recognised and valued at £3.1m. This represents the expected value to be derived from the acquired customer related contracts, acquired customer relationships and the value placed on the non-compete agreement. The value placed on these customer-related contracts and relationships is based on the expected post-tax cash inflows over the estimated remaining life of each contract. The cash flows are initially reduced by 10% after year 1 with further deductions thereafter which the Directors consider is commensurate with the risks associated with capturing returns from the customer relationships, and then discounted using a post-tax discount rate of 13%. The estimated life for customer contracts is assumed to be the remaining life of each contract, and the customer relationships are estimated to have a life of five years.

The Directors consider the value assigned to goodwill represents the workforce acquired, expected synergies to be generated, and access to adjacent business activities as a result of this acquisition. It is not expected that any goodwill will be deductible for tax purposes. All costs of the acquisition have been recognised as an exceptional expense in the Statement of Comprehensive Income in the period in which it was incurred, the total cost recognised is £227,000.

Post-Acquisition results

The results for H2O Nationwide Limited since the acquisition date, included within the consolidated statement of comprehensive income for the period ended 30 September 2015, are:

£'000

Revenue

 3,898

Profit from operations

 1,052

Interest

 60

Profit before tax

 1,112

Taxation

 (228)

Profit for the period

 884

 

 

Providor Limited

On 5 May 2015 the Group acquired the entire share capital of Providor Limited for consideration as detailed below. Providor Limited's principal activity is the installation of utility meters for domestic and industrial and commercial premises. The effect of the acquisition on the Group's assets and liabilities were as follows:

Book Value

Fair Value Adjustments

Provisional Fair Value*

£'000

£'000

£'000

Assets

Non-current

Property, plant and equipment

 443

 -

 443

Current

Inventories

 187

 -

 187

Trade and other receivables

 1,737

 (253)

 1,484

Cash and cash equivalents

 1,147

 -

 1,147

Total assets

 3,514

 (253)

 3,261

Liabilities

Non-current

Deferred tax liability

 (43)

 -

 (43)

Provisions

 -

 (604)

 (604)

Current

Trade and other payables

 (1,789)

 85

 (1,704)

Amounts due under finance leases

 (266)

 -

 (266)

Total Liabilities

 (2,098)

 (519)

 (2,617)

Net assets acquired

 1,416

 (772)

 644

Intangibles acquired

 4,688

Deferred tax recognised in respect of intangibles capitalised

 (937)

Goodwill capitalised

 2,591

 6,986

Satisfied by:

Cash consideration

 5,643

Contingent deferred consideration

 1,343

 6,986

*Due to the proximity of the acquisition to the Group's year-end, in accordance with IFRS 3, the initial accounting outlined above is deemed to be provisional pending finalisation of the fair value exercise.

The fair value adjustments relate to recoverability of debtors, lease dilapidations and potential legal claims.

Contingent deferred consideration is payable in August 2016 and has been calculated based on the expectations of future performance in the Group's three year plan compared to the calculation methodology set out in the Share Purchase Agreement, discounted using a post-tax discount rate of 8.5%.

The Providor Limited intangible assets are recognised and valued at £4.7m. This represents the expected value to be derived from the acquired customer related contracts and the acquired customer relationships. The value placed on these customer-related contracts and relationships is based on the expected post-tax cash inflows over the estimated remaining life of each contract. The cash flows are initially reduced by 10% after year 1 with further deductions thereafter which the Directors consider is commensurate with the risks associated with capturing returns from the customer relationships, and then discounted using a post-tax discount rate of 13%. The estimated life for customer contracts is assumed to be the remaining life of each contract, and the customer relationships are estimated to have a life of five years.

The Directors consider the value assigned to goodwill represents the workforce acquired, expected synergies to be generated, and access to additional customers and markets as a result of this acquisition. It is not expected that any goodwill will be deductible for tax purposes. All costs of the acquisition have been recognised as an exceptional expense in the Statement of Comprehensive Income in the period in which it was incurred, the total cost recognised is £270,000.

Post-Acquisition results

The results for Providor Limited since the acquisition date, included within the consolidated statement of comprehensive income for the period ended 30 September 2015, are:

£'000

Revenue

 5,234

Profit from operations

 139

Interest

 (11)

Profit before tax

 128

Taxation

 (31)

Profit for the period

 97

 

Orchard (Holdings) UK Limited

On 10 July 2015 the Group acquired the entire share capital of Orchard (Holdings) UK Limited for consideration as detailed below. Orchard (Holdings) UK Limited's principal activity is that of energy procurement and advisory activities. The effect of the acquisition on the Group's assets and liabilities were as follows:

Fair Value

Provisional

Book Value

Adjustments

Fair Value*

£'000

£'000

£'000

Assets

Non-current

Property, plant and equipment

 100

 -

 100

Current

Trade and other receivables

 1,063

 125

 1,188

Cash and cash equivalents

 3,001

 -

 3,001

Total assets

 4,164

 125

 4,289

Liabilities

Non-current

Deferred tax liability

 (17)

 -

 (17)

Provisions

 -

 (135)

 (135)

Current

Trade and other payables

 (1,684)

 (251)

 (1,935)

Total Liabilities

 (1,701)

 (386)

 (2,087)

Net assets acquired

 2,463

 (261)

 2,202

Intangibles acquired

 4,004

Deferred tax recognised in respect of intangibles capitalised

 (801)

Goodwill capitalised

 5,005

 10,410

Satisfied by:

Cash consideration

 8,882

Contingent deferred consideration

 1,528

 10,410

*Due to the proximity of the acquisition to the Group's year-end, in accordance with IFRS 3, the initial accounting outlined above is deemed to be provisional pending finalisation of the fair value exercise.

 

 

Contingent deferred consideration is payable in December 2017 and has been calculated based on the expectations of future performance in the Group's three year plan compared to the calculation methodology set out in the Share Purchase Agreement, discounted using a post-tax discount rate of 8.5%.

The Orchard (Holdings) UK Limited intangible assets are recognised and valued at £4.0m. This represents the expected value to be derived from the acquired customer related contracts and a non-compete agreement. The value placed on these customer-related contracts is based on the expected post-tax cash inflows over the estimated remaining life of each contract. The cash flows are initially reduced by 5% after year 1 with further deductions thereafter which the Directors consider is commensurate with the risks associated with capturing returns from the customer contracts, and then discounted using a post-tax discount rate of 13%. The value placed on the non-compete agreement is based on the difference between cash flows with the non-compete agreement in place and those expected to occur if it were not in place, discounted using a post-tax discount rate of 13%. The estimated life for customer contracts is assumed to be the remaining life of each contract, and the non-compete is estimated to have a life of five years.

The Directors consider the value assigned to goodwill represents the workforce acquired, expected synergies to be generated, and access to additional customers and markets as a result of this acquisition. It is not expected that any goodwill will be deductible for tax purposes. All costs of the acquisition have been recognised as an exceptional expense in the Statement of Comprehensive Income in the period in which it was incurred. The total cost recognised is £147,000.

Post-Acquisition results

The results for Orchard (Holdings) UK Limited since the acquisition date, included within the consolidated statement of comprehensive income for the period ended 30 September 2015, are:

£'000

Revenue

 1,172

Profit from operations

 145

Interest

 -

Profit before tax

 145

Taxation

 (32)

Profit for the period

 113

 

Sure Maintenance Group Limited

On 11 September 2015 the Group acquired the entire share capital of Sure Maintenance Group Limited for consideration as detailed below. Sure Maintenance Group Limited's principal activity is that of installation, service and maintenance of domestic gas heating systems for registered social landlords - local authorities and housing associations. The transaction has been accounted for by the acquisition method of accounting. The effect of the acquisition on the Group's assets and liabilities were as follows:

 

Fair Value

Provisional

Book Value

Adjustments

Fair Value*

£'000

£'000

£'000

Assets

Non-current

Property, plant and equipment

 751

 -

 751

Deferred tax

 16

-

 16

Current

WIP

 1,644

 (79)

 1,565

Trade and other receivables

 2,141

 -

 2,141

Cash and cash equivalents

 388

 -

 388

Total assets

 4,940

 (79)

 4,861

Liabilities

Non-current

Provisions

 -

 (79)

 (79)

Current

Trade and other payables

 (3,816)

 13

 (3,803)

Amounts due under finance leases

 (483)

 -

 (483)

Total Liabilities

 (4,299)

 (66)

 (4,365)

Net assets acquired

 641

 (145)

 496

Intangibles acquired

 4,017

Deferred tax recognised in respect of intangibles capitalised

 (804)

Goodwill capitalised

 4,074

 7,783

Satisfied by:

Cash consideration

 7,275

Contingent deferred consideration

 508

 7,783

*Due to the proximity of the acquisition to the Group's year-end, in accordance with IFRS 3, the initial accounting outlined above is deemed to be provisional pending finalisation of the fair value exercise.

Contingent deferred consideration is payable in March 2017 and has been calculated based on the expectations of future performance in the Group's three year plan compared to the calculation methodology set out in the Share Purchase Agreement, discounted using a post-tax discount rate of 8.5%.

Sure Maintenance Group Limited intangible assets are recognised and valued at £4.0m. This represents the expected value to be derived from the acquired customer-related contracts and the acquired customer relationships. The value placed on these customer-related contracts and relationships is based on the expected cash inflows over the estimated remaining life of each contract. The cash flows are initially reduced by 10% after year 1 which the Directors consider is commensurate with the risks associated with capturing returns from the customer relationships, and then discounted for the cost of money using a pre-tax discount rate of 13%. The estimated life for customer contracts is assumed to be the remaining life of each contract, and the customer relationships are estimated to have a life of five years.

The Directors consider the value assigned to goodwill represents the workforce acquired, expected synergies to be generated, and access to additional geographical areas in the UK as a result of this acquisition. It is not expected that any goodwill will be deductible for tax purposes. All costs of the acquisition have been recognised as an exceptional expense in the Statement of Comprehensive Income in the period in which it was incurred, the total cost recognised is £159,000.

Post-Acquisition results

The results for Sure Maintenance Group Limited since the acquisition date, included within the consolidated statement of comprehensive income for the period ended 30 September 2015, are:

£'000

Revenue

 1,969

Profit from operations

 53

Interest

 (5)

Profit before tax

 48

Taxation

 (9)

Profit for the period

 39

 

Results of all business combinations occurring during the year

Assuming the acquisition date for all business combinations that occurred during the year had been 1 October 2014, the consolidated statement of comprehensive income for Lakehouse plc for the year ended 30 September 2015, would have been:

£'000

Revenue

 372,860

Profit from operations

 7,115

Interest

 (1,578)

Profit before tax

 5,537

Taxation

 (1,368)

Profit for the period

 4,169

 

12. Summary of consideration paid and payable in respect of acquisitions

Allied Protection Limited

Foster Property Maintenance Limited

Everwarm Limited

H2O Nationwide Limited

Providor Limited

Orchard (Holdings) UK Limited

Sure Maintenance Limited

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 1 October 2013

 3,696

-

-

-

-

-

-

 3,696

Total discounted consideration payable for additions in the year ended 30 September 2014

-

 37,189

 44,294

 -

 -

 -

 -

 81,483

Unwinding of discount

 78

 402

-

-

-

-

-

 480

Equity issued in the year

-

-

 (32,257)

-

-

-

-

 (32,257)

Paid in year

 (290)

 (27,965)

 (12,037)

-

-

-

-

 (40,292)

At 30 September 2014

 3,484

 9,626

 -

 -

 -

 -

 -

 13,110

Total discounted consideration payable for additions in the year ended 30 September 2015

-

-

-

 7,149

 6,986

 10,410

 7,783

 32,328

Unwinding of discount

 73

 114

-

 126

 53

 34

 3

 403

Paid in year

 (290)

 (9,740)

-

 (4,891)

 (5,542)

 (8,882)

 (7,275)

 (36,620)

At 30 September 2015

 3,267

 -

 -

 2,384

 1,497

 1,562

 511

 9,221

 

The fair value of the consideration has been assessed in accordance with the Sale & Purchase Agreements. The non-current element of the expected settlement has been discounted using a Pre-Tax discount rate that reflects the time value of money.

The total deferred consideration may vary between £2.0m and £14.4m, depending on the underlying trading performance of the businesses.

 

13. Events after the reporting date

On 2 November 2015, the Group announced the acquisition of the entire share capital of Aaron Heating Services Ltd ("Aaron") for an initial cash consideration of £6.7m and further deferred contingent consideration of up to a maximum of £3.3m, which is dependent on Aaron's financial performance in the period up to 30 September 2017. The price reflects the acquisition of Aaron on a cash and debt free basis. Aaron is a heating services and installations company, providing services primarily for Housing Associations and Local Authorities in East Anglia and the surrounding region and complements the Group's other gas compliance businesses. The calculation of Aaron's net assets will be agreed not less than 60 business days following completion of the acquisition and as such, it is not possible currently to provide a split of acquisition consideration between net assets acquired, intangible assets and goodwill. A fair value exercise will be conducted on all balance sheet items once the Net Assets have been agreed. In the financial year ended 31 March 2015, Aaron reported a turnover of £26.3m and profit before tax of £0.9m. Aaron had gross assets of £10.5m as at 31 March 2015.

On 4 December 2015, the Group extended the terms of its Revolving Credit facility from £30m to £45m. All other terms were unchanged.

On 9 December 2015, the Group announced the acquisition of the entire share capital of Precision Lift Services Ltd ("Precision") for an initial cash consideration of £5.5m and further deferred contingent consideration of up to a maximum of £3.0m, which is dependent on Precision's financial performance in the period up to 30 September 2018. The price reflects the acquisition of Precision on a cash and debt free basis. Precision is a lift installation and servicing company, providing services primarily for Housing Associations and Local Authorities in London and the South East and provides a complementary activity to the Group's other compliance businesses. The calculation of Precision's net assets will be agreed not less than 60 business days following completion of the acquisition and as such, it is not possible currently to provide a split of acquisition consideration between net assets acquired, intangible assets and goodwill. A fair value exercise will be conducted on all balance sheet items once the Net Assets have been agreed. In the financial year ended 31 August 2014, Precision reported a turnover of £11.6m and profit before tax of £0.5m. Precision had gross assets of £3.3m as at 31 August 2014. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APPENDIX

 

The following additional information, summarised from the Lakehouse plc Annual Report and Accounts 2015, is disclosed in accordance with Disclosure and Transparency Rule 6.3.5.

 

Principal Risks and Uncertainties affecting the Group

 

Changes to Government Policy

Government policy changes cause a reduction in sales and margin

Changing Procurement

There may be fewer opportunities, lower margins or we incur additional resource costs in pursuing opportunities our markets

Tendering new work

We don't compete effectively and incur a reduced win rate, impacting future growth

Revenue Recognition

We misjudge valuation of work reported in our financial statements

Poor Operational Delivery

Poor operational performance leads to reputational loss and weaker financial performance

People

We experience loss in quality of service and reputation due to human resource shortfalls

Acquisition Selection

We do not realise the full potential of an acquisition, leading to a financial shortfall

Major Health and Safety Incident

We incur reputational loss or civil and criminal costs due to a health and safety incident

Financial Liquidity

We incur cash flow shortfalls which impact our ability to grow or settle our liabilities as they fall due

ICT Failure

An ICT failure causes business interruption or loss

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR PKCDDOBDDOBK
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