ULS.L Regulatory News (ULS)

ULS Technology plc

(The "Group")

Interim Results for the Half Year Ended 30 September 2014

ULS Technology plc (AIM:ULS), the provider of online B2B platforms for the UK conveyancing and financial intermediary markets, today announces its Interim Results for the six months to 30 September 2014.

Financial Highlights

· Revenue increased by 12.7% to £8.2m (H1 2013: £7.3m)

· Gross Margin improved by 200 basis points to 33.8% (H1 2013: 31.8%)

· Underlying Operating Profit1 increased by 33.0% to £1.4m (H1 2013: £1.1m)

· Adjusted Underlying EPS1,2 1.74p

· Net Cash and equivalents of £3.7m (H1 2013; £1.0m Net Debt)

· Maiden interim dividend of 0.34p per share

1. Before exceptional costs of £1.3m including those relating to Admission to AIM

2. Based on number of shares in issue at the end of the period

Operating Highlights

· Successful Admission to AIM on 28 July 2014

· New four-year exclusive contract with Lloyds Banking Group

Nigel Hoath, Chief Executive of ULS Technology plc, commented: "I am pleased that we have delivered such a strong increase in revenue and underlying operating profit during the first half of the year. As reported earlier in the month, whilst headwinds in the market mean that revenue for the full year is likely to be similar to last year, the impact on underlying operating profit is expected to be less marked, due to improved margins achieved by the Group. We believe the medium term outlook remains positive for the Group and I am excited about both the launch of our estate agency comparator product in the first half of 2015 and working with Ben Thompson, who joined us as Managing Director this month."

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Chief Executive's Report

It has been an exciting six months for the Group with the listing on AIM at the end of July being a major event in the Group's evolution.

During the period, the Group was also able to secure a new long-term exclusive contract with Lloyds Banking Group, which is expected to deliver significant revenue to the Group over the next four years.

The Group has continued to grow ahead of the wider market while taking tactical opportunities to increase gross margin as revenue increased. This has led to a particularly strong increase in underlying operating profit of over 30%.

Reported profit after tax is significantly lower than the comparative period due to the exceptional costs associated with the AIM listing. However, when excluding these one-off costs, profit after tax on an underlying basis would have shown strong growth year on year.

Net cash was particularly high at the end of the period due to late invoicing from a key supplier, which has resulted in an unusually high trade and other payables balance. We expect this to return to normal levels by the year end.

Market Review

Monthly figures issued by the Council of Mortgage Lenders suggest that mortgage and re-mortgage volumes increased by 4% for the six months ended 30 September 2014 when compared to the same period last year whilst the Group's revenue increased by 12%.

After quite a strong start to 2014, there has been a slowdown in terms of market volume with re-mortgage volumes in particular suffering markedly. Many commentators point to the Mortgage Market Review (MMR) as the reason for this slowdown. Certainly, we believe this may have caused some mortgage applications to take longer to process and there may also be some people who will struggle to get a mortgage under the new regime. We also believe that continued low interest rates have diminished the incentive to re-mortgage and that house price inflation is running ahead of wage inflation which may also have slowed demand.

The Board believes that the medium term outlook for mortgages and re-mortgages remains positive. Incentivising house building remains high on the agenda of most of the political parties and market commentators expect interest rates to rise in the next 12 months, which should stimulate the re-mortgage market.

Interim Dividend

The Group is pleased to announce that it will pay an interim dividend of 0.34 pence per share. The dividend record date will be 5 December 2014 and the dividend is expected to be paid on 15 December 2014.

Board Changes

The Group appointed Ben Thompson as Managing Director on 11 November. Mr Thompson has assumed responsibility for the day to day running of all ULS products and services, with a focus on improving existing products and selling these to new clients. He will also be responsible for extending ULS' relationships with mortgage providers

Outlook

Having reported revenue for the first six months significantly ahead of the comparable period last year, the Group expects revenue for the whole of the current financial year to be roughly flat year-on-year due to the weak market backdrop when compared to the buoyant market conditions last year.

However, recent improvements in gross margin are expected to continue into the second half of the current financial year resulting in strong sequential underlying operating profit growth despite the additional overheads of being a listed company.

While the Group expects the majority of revenue growth to come from its core conveyancing products over the medium-term, it will continue to develop new products where it has identified new market opportunities and in October this year, the Group launched a Probate product, www.compareprobate.co.uk, which it will look to drive traffic volumes to next year. Additionally the Group expects to launch its estate agency comparison site in 2015.

The Group's main focus will remain on organic growth, however, we are seeing a number of attractive acquisition opportunities, reflecting our leading position in the market, and the Directors will look at these opportunities where they consider that they could add value to the existing business of the Group. We shall update the market on any developments in due course.

Nigel Hoath

Chief Executive Officer

UNAUDITED INCOME STATEMENT

Six months to 30 September 2014

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

Six months to 30 September 2014

UNAUDITED BALANCE SHEET

At 30 September 2014

UNAUDITED STATEMENT OF CHANGES IN EQUITY

Six months to 30 June 2014

UNAUDITED STATEMENT OF CASH FLOWS

Six months to 30 September 2014

Notes to the financial information

Six months to 30 September 2014

1. GENERAL

The interim financial information for the six months to 30 September 2014 is unaudited and was approved by the Directors of the Company on 26 November 2014. The condensed financial information set out above does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The Company's operations are not subject to seasonality or cyclicality.

A dividend of £3,250,000 has been paid in the six months ended 30 September 2014 (six months to 30 September 2013: £nil).

2. ACCOUNTING POLICIES

The interim financial information in this report has been prepared on the basis of the accounting policies set out in the historical financial information for the period ended 31 March 2014 reported in the Company's AIM Admission Document, which complied with International Financial Reporting Standards as adopted for use in the European Union ("IFRS").

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission.

The financial information has been prepared using accounting policies that the Directors expect to be applicable as at 31 March 2015, with the exception of IAS 34 Interim Financial Reporting.

The Directors have adopted the going concern basis in preparing the financial information. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the foreseeable future.

The condensed financial information for the period ended 31 March 2014 set out in this interim report does not comprise the Group's statutory accounts as defined in section 434 of the Companies Act 2006.

3. EARNINGS PER SHARE

Basic (loss) / earnings per share is calculated by dividing the (loss) / profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Given the Company's reported loss for the current period, share options and warrants are not taken into account when determining the weighted average number of ordinary shares in issue during the period and therefore the basic and diluted loss per share are the same. No share options or warrants existed in prior periods.

Basic and diluted earnings per share

The (loss) / earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

If the Company's dilutive potential ordinary shares were taken into consideration in respect of the Company's weighted average number of ordinary shares for the purposes of diluted earnings per share, it would be as follows:

4. SHARE CAPITAL

a) Share Capital

Subsequent to a share for share exchange during the period (125 new Ordinary shares at 0.4p nominal value per share for all previous Ordinary share categories), the Company has one class of Ordinary share which carries no right to fixed income nor has any preferences or restrictions attached.

Issued and fully paid:

5. BORROWINGS

The Company repaid the outstanding Lloyds Development Capital loan notes in full in July 2014.

In July 2014 the Company took out a bank loan of £4 million, of which £1,850,000 was repaid in August 2014. The remaining balance is repayable in quarterly instalments of £180,000 with quarterly interest payments charged at 2.75% over base rate.

6. Transition to IFRS

ULS Technology plc reported under UK GAAP in its previously published consolidated financial statements for the year ended 31 March 2014.

The conversion to IFRS has led to a number of changes in respect of the descriptions used and wording of accounting policies.

The main changes are in respect to the primary statements. The Profit and Loss Account has been replaced with an Income Statement, and the Statement of Recognised Gains and Losses has been replaced with a Statement of Comprehensive Income which presents the result for the year as the total comprehensive income for the year instead of the profit for the year.

The Balance Sheet has changed format: instead of presenting net assets and shareholders' funds, the information is now presented as total assets and total equity and liabilities.

A Statement of Changes in Equity is presented as a primary statement and provides information on the movements in equity during the financial year. Previously this information was presented as part of the movement in reserves and reconciliations of movement in shareholders' funds notes.

The Group's Statement of Cash Flows is presented in accordance with IAS 7. The statements present substantially the same information as that required under UK GAAP, with no notable exceptions, other than that cash flows are categorised differently.

A number of GAAP differences arise as a result of change in accounting policies on the conversion to IFRS:

1. Goodwill is not amortised under IFRS so the goodwill amortisation has been reversed

2. Following the application of IFRS 3 to the business combination that occurred during the financial year ending 31 March 2013, acquired intangible assets classified as goodwill under UK GAAP have been identified as separable software intangible assets, so these have been reclassified accordingly and amortised over 4 years in accordance with the group's accounting policy

Reconciliation of equity and profit under UK GAAP to IFRS

a) Reconciliation of equity at 1 April 2011

Notes to UK GAAP restatements:

(i) Reclassification of investment in option to acquire United Solicitors Limited, a related party - this reclassification had been made in the subsequent UK GAAP financial statements prior to the sale of the option in 2012, but had not previously been restated in the 2011 balance sheet

(ii) Reclassification of intangible software assets in line with the reclassification under UK GAAP carried out in the 2013 financial statements.

b) Reconciliation of equity at 31 March 2012

Notes to UK GAAP restatements:

(i) Reclassification of intangible software assets in line with the reclassification under UK GAAP carried out in the 2013 financial statements.

Notes to IFRS adjustments:

(i) Reversal of goodwill amortisation subsequent to the date of transition to IFRS.

c) Reconciliation of equity at 31 March 2013