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REG - LSL Property ServPLC - Interim Results <Origin Href="QuoteRef">LSL.L</Origin> - Part 3

- Part 3: For the preceding part double click  ID:nRSD9469Ub 

                               Six Months Ended  Year Ended      
                                                            30th June 2015    30th June 2014  31st  December 2014  
 Exceptional costs:                                         £'000             £'000           £'000                
 Loss on disposal of freehold properties                    (83)              -               -                    
 Provision for professional indemnity claims/notifications  -                 -               (24,570)             
 Branch closure costs including redundancy costs            -                 (170)           (1,092)              
 Acquisition related costs                                  -                 (128)           (373)                
 Total operating exceptional costs                          (83)              (298)           (26,035)             
 Contingent consideration on acquisitions                   (2,142)           915             405                  
                                                            (2,142)           915             405                  
 Exceptional gains                                                                                                 
 Gain on disposal of freehold properties                    -                 35              35                   
 Settlement of legal dispute                                -                 87              -                    
 Sale of Zoopla shares                                      -                 17,989          19,806               
                                                            -                 18,111          19,841               
 Finance costs                                                                                                     
 Movement in fair value of interest rate swap               -                 230             230                  
                                                            -                 230             230                  
 Net exceptional gain/(cost)                                (2,225)           18,958          (5,559)              
 
 
6.    Exceptional items (continued) 
 
Provision for professional indemnity (PI) claims/notifications 
 
Since early 2012 the Group has experienced a high level of claims and
notifications relating to the 2004 to 2008 period, which was a period of
relatively high risk lending characterised by higher house prices, high
loan-to-value ratios and considerable levels of buy-to-let and sub-prime
lending. As a result the provision for PI Costs was increased by £17.3m in
June 2012 and again by £12.0m in November 2013 and finally by £24.6m in
December 2014. 
 
The PI Costs provision at 30th June 2015 was made up of a 'Specific Provision'
and 'Incurred But Not Reported' (IBNR).  The Specific Provision was based on
the Group's review of any notifications or claims which had been made against
the Group as at 30th June 2015.  The main factors considered in quantifying
the Specific Provision were the likelihood that a claim would be successful,
an assessment of the likely cost for each claim, including any associated
legal costs, and whether any reduction in the claim is considered likely due
to contributory negligence of the lender. 
 
The IBNR provision was based on the Directors estimates of the number of
claims which would be received in the future with regard to work completed
before 30th June 2015.  The Directors have then applied an average cost per
case, based on historical averages, to estimate the IBNR provision. 
 
This provision represents our current best estimate of likely claims costs but
the process of resolving open claims and estimating future claims is
on-going. 
 
A number of risks and uncertainties remain, in particular the actual monthly
run rate of new claims, the date at which the high rate of claims will
significantly reduce, and the average cost per case both for existing open
claims and for claims yet to be received. The cost of these factors could
differ materially from the Directors' estimates, which could result in a
further provision being required. 
 
At 30th June 2015 the total provision for PI Costs was £31.9m. The Directors
have considered sensitivity analysis on the key risks and uncertainties
discussed which is set out in note 11. The Group has continued to build a
provision for estimated PI Costs relating to valuations completed since 2009,
and an income statement charge has been made in these results, which has been
considered as an operating expense rather than as an exceptional cost. 
 
Sale of Zoopla shares 
 
On 18th June 2014, Zoopla underwent an IPO and successfully completed a
listing on the London Stock Exchange.  Prior to the IPO, LSL owned 4.91% of
Zoopla.  Valued at the IPO price of £2.20 per share, LSL's investment was
£44,039,000. 
 
As part of the IPO, LSL sold 8,889,317 Zoopla shares at an average price of
£2.19 per share.  The total gain on sale of the shares was £17,989,000 net of
associated costs.   On 3rd July 2014, the Group sold a further 926,813 shares
as part of the IPO over allotment and received proceeds of £1,978,000,
£1,589,000 net of tax.  In total, the Group received proceeds net of
associated tax costs of £16,814,000.  A special distribution of 16.5 pence per
share was declared to return this exceptional gain to Shareholders in 2014. 
 
Freehold properties 
 
During the period, a single freehold property with a book value totalling
£246,000 (31st December 2014: £30,000 and 30th June 2014: £29,000) was sold
for net proceeds of £163,000 (31st December 2014: £65,000 and 30th June 2014:
£64,000) resulting in a loss on disposal of £83,000 (31st December 2014: gain
of £35,000 and 30th June 2014: gain of £35,000). 
 
Contingent consideration on acquisitions 
 
The expense for contingent consideration on the acquisition of Marsh & Parsons
(in 2011) amounted to £602,000 (31st December 2014: £2,281,000 and 30th June
2014: £731,000). The exceptional contingent consideration charge recognised in
the period relating to other acquisitions is £1,540,000 (31st December 2014:
credit of £2,686,000 and 30th June 2014: credit of £1,646,000). 
 
7.      Dividends paid and proposed 
 
                                                                                                                  Six Months Ended    Year Ended          
                                                                                                                  30th June2015£'000  30th June2014£'000  31st December2014£'000  
 Declared and paid during the period                                                                                                                      
 Equity dividends on ordinary shares:                                                                                                                     
 2013 Final: 7.2 pence                                                                                            -                   7,406               7,406                   
 2014 Interim: 4.0 pence                                                                                          -                   -                   4,074                   
 2014 Special dividend: 16.5 pence                                                                                -                   -                   16,806                  
 2014 Final: 8.3 pence                                                                                            8,458               -                   -                       
 Dividends on ordinary shares proposed (not recognised as a liability as at 30th June):                                                                                           
 2015 Interim: 4.0 pence (2014 Interim: 4.0 pence)                                                                4,093               4,074               -                       
 2014 Special dividend: 16.5 pence                                                                                -                   16,806              -                       
 Dividends on ordinary shares proposed (not recognised as a liability as at 31st December):2014 Final: 8.3 pence  -                   -                   8,458                   
                                                                                                                                                                                  
 
 
8.      Taxation 
 
The major components of income tax charge in the interim Group income
statements are: 
 
                                                    Six Months Ended  Year Ended      
                                                    30th June 2015    30th June 2014  31st December 2014  
                                                    £'000             £'000           £'000               
 UK corporation tax:                                                                                      
 - current year                                     1,429             6,305           6,460               
 - adjustment in respect of prior years             -                 (10)            144                 
                                                    1,429             6,295           6,604               
 Deferred tax:                                                                                            
 Origination and reversal of temporary differences  (42)              74              98                  
 Adjustment in respect of prior year                -                 134             83                  
                                                    (42)              208             181                 
 Total tax charge in the income statement           1,387             6,503           6,785               
 
 
Income tax charged directly to other comprehensive income is £1,771,000 (30th
June 2014: credit of £1,601,000 and 31st December 2014: credit of £2,733,000)
and relates to the revaluation of financial assets. Income tax credited
directly to the share based payment reserve is £ nil (30th June 2014: £164,000
and 31st December 2014: £ nil). 
 
In March 2013, the UK government announced additional proposals to reduce the
main rate of corporation tax to 20% from 1st April 2015.  As of 30thJune 2015
reductions to the main rate of corporation tax to 20% had been enacted. 
Accordingly this is the rate at which deferred tax has been provided. 
 
9.      Financial assets 
 
                                                                    Six Months Ended  Year Ended      
 Available-for-sale financial assets                                30th June 2015    30th June 2014  31st December 2014  
                                                                    £'000             £'000           £'000               
 Unquoted shares at fair value                                      1,774             1,687           1,686               
 Quoted shares at fair value                                        30,202            27,176          21,347              
                                                                    31,976            28,863          23,033              
                                                                                                                          
 Opening balance                                                    23,033            36,574          36,574              
 Acquisitions                                                       88                1,155           1,155               
 Disposals                                                          -                 (19,463)        (21,599)            
 Fair value adjustment recorded through other comprehensive income  8,855             10,597          6,903               
 Closing balance                                                    31,976            28,863          23,033              
 
 
9.             Financial assets (continued) 
 
The financial assets include unlisted equity instruments which are carried at
fair value.  Fair value is judgemental given the assumptions required and have
been valued using a level 3 valuation techniques (see note 14).  Financial
assets also include shares Zoopla which are listed on the London Stock
Exchange and again are carried at fair value.  These shares are valued using a
level 1 valuation technique. 
 
Zoopla 
 
Zoopla's share price at 30th June 2015 was £2.78 per share.  The Directors
consider the best estimate of the fair value of LSL's investment in Zoopla to
be the current share price which values the Group's stake in Zoopla at
£30,201,000.  Subsequent to 30th June 2015, LSL was invited to participate in
the Zoopla Anniversary offer.  As a consequence, a further 619,318 shares were
purchased at £1.76 per share, a 20% discount to the IPO price. Further,
169,350 Zoopla shares were sold for net proceeds of £296,565. 
 
Other investments 
 
The carrying value of the Group's investment in Vibrant Energy Matter (VEM) at
30th June 2015 has been assessed as £912,000 (31st December 2014: £824,000). 
 
The carrying value of the Group's investment in GPEA Limited (GPEA) at 30th
June 2015 has been assessed as £862,000 (31st December 2014: £862,000). 
 
10.    Financial liabilities 
 
                                               Six Months Ended  Year Ended      
                                               30th June 2015    30th June 2014  31st December 2014  
                                               £'000             £'000           £'000               
 Current                                                                                             
 Overdraft                                     -                 261             718                 
 2% unsecured loan notes                       -                 -               63                  
 Deferred consideration                        2,422             -               -                   
 Contingent consideration                      6,568             3,957           3,878               
                                               8,990             4,218           4,659               
 Non-current                                                                                         
 Bank loans - revolving credit facility (RCF)  54,000            19,500          34,000              
 12% unsecured loan notes                      9,918             9,507           9,681               
 Deferred consideration                        465               446             2,887               
 Contingent consideration                      10,649            8,429           9,852               
                                               75,032            37,882          56,420              
 
 
Contingent consideration - 
 
                                           Six Months Ended  Year Ended      
                                           30th June 2015    30th June 2014  31st December 2014  
                                           £'000             £'000           £'000               
                                                                                                 
 Marsh & Parsons Growth Shares             5,103             2,951           4,501               
 LSLi contingent consideration             8,963             8,599           7,496               
 LMS                                       2,388             -               957                 
 Other                                     763               836             776                 
                                           17,217            12,386          13,730              
                                                                                                 
 Opening balance                           13,730            12,299          12,299              
 Cash paid                                 (162)             (1,248)         (1,426)             
 Acquisition                               1,248             2,250           3,262               
 Amounts recorded though income statement  2,401             (915)           (405)               
 Closing balance                           17,217            12,386          13,730              
 
 
10.    Financial liabilities (continued) 
 
£5,103,000 (31st December 2014: £4,501,000 and 30th June 2014: £2,951,000) of
contingent consideration relates to the Growth Shares acquired by the
management of Marsh & Parsons subsequent to acquisition as an incentive to
grow the Marsh & Parsons business.  Holders of Growth Shares will have the
option to require LSL to buy their Growth Shares at any time between 31st
March 2016 and 1st April 2020, at their discretion, at a price determined by a
multiple of EBITDA in the previous financial year. The payment of the
consideration is contingent on the holder of the Growth Shares being
continuously employed by the relevant company and consequently the expected
value of the Growth Shares is charged to the income statement over the
earn-out period. 
 
£8,963,000 (31st December 2014: £7,496,000 and 30th June 2014: £8,599,000) of
contingent consideration relates to payments to third parties in relation to
the acquisition of LSLi and certain of its subsidiaries between 2007 and 2015.
This is typically payable between three and five years after the acquisition
dates depending on the profitability of those subsidiaries in the relevant
years. In 2015, the contingent consideration has been recalculated based on
the Directors' latest expectation using a discount rate of 6.5% (31st December
2014 and 30th June 2014: 6.5%). 
 
The table below shows the allocation of the contingent consideration balance
and income charge between the various categories: 
 
                                                                                                      Six Months Ended  Year Ended      
 Contingent consideration balances relating to amounts accounted for as:                              30th June 2015    30th June 2014  31st December 2014  
                                                                                                      £'000             £'000           £'000               
                                                                                                                                                            
 Remuneration                                                                                         6,718             4,806           7,463               
 Put options over non-controlling interests                                                           5,662             3,062           4,217               
 Arrangement under IFRS 3                                                                             4,837             4,518           2,050               
 Closing balance                                                                                      17,217            12,386          13,730              
                                                                                                                                                            
 Contingent consideration profit and loss impact in the period relating to amounts accounted for as:                                                        
                                                                                                                                                            
 Remuneration                                                                                         607               343             756                 
 Put options over non-controlling interests                                                           1,341             (1,310)         (1,110)             
 Arrangement under IFRS 3                                                                             194               52              (51)                
 (Credit)/charge                                                                                      2,142             (915)           (405)               
 
 
11.    Provisions for liabilities 
 
Six months ended 30th June: 
 
                                                       2015                                    2014           
                                                       Professional indemnity claim provision  Onerousleases  Total    Professional indemnity claim provision  Onerousleases  Total    
                                                       £'000                                   £'000          £'000    £'000                                   £'000          £'000    
                                                                                                                                                                                       
 Balance at 1st January                                38,719                                  192            38,911   25,864                                  475            26,339   
 Amount utilised                                       (7,901)                                 -              (7,901)  (6,469)                                 (65)           (6,534)  
 Amount released                                       -                                       (55)           (55)                                                                     
 Unwinding of discount                                 79                                      -              79       75                                      -              75       
 Provided in the period (including exceptional costs)  1,047                                   -              1,047    1,292                                   (97)           1,195    
 Balance at 30th June                                  31,944                                  137            32,081   20,762                                  313            21,075   
                                                                                                                                                                                       
 Current                                               15,031                                  55             15,086   8,032                                   313            8,345    
 Non-current                                           16,913                                  82             16,995   12,730                                  -              12,730   
                                                       31,944                                  137            32,081   20,762                                  313            21,075   
 
 
11.    Provisions for liabilities (continued) 
 
Year ended 31st December 2014 
 
                                                       Professional indemnity claim provision  Onerousleases  Total     
                                                       £'000                                   £'000          £'000     
                                                                                                                        
 Balance at 1st January                                25,864                                  475            26,339    
 Amount utilised                                       (13,271)                                (66)           (13,337)  
 Amount released                                       -                                       (217)          (271)     
 Unwinding of discount                                 75                                      -              75        
 Provided in the period (including exceptional costs)  26,051                                  -              26,051    
 Balance at 31st December                              38,719                                  192            38,911    
                                                                                                                        
 Current                                               16,388                                  151            16,539    
 Non-current                                           22,331                                  41             22,372    
                                                       38,719                                  192            38,911    
 
 
The PI Cost provision is to cover the costs of claims relating to valuation
services for clients which are not covered by PI insurance. The PI Cost
provision includes amounts for claims already received from clients, claims
yet to be received and any other amounts which may be payable as a result of
legal disputes associated with provision of valuation services. 
 
The provision is the Directors' best estimate of the likely outcome of such
claims, taking account of the incidence of claims and the size of the loss
that may be borne by the claimant, after taking account of actions that can be
taken to mitigate losses. The provision will be utilised as individual claims
are settled and the settlement amount may vary from the amount provided
depending on the outcome of each claim. It is not possible to estimate the
timing of payment of all claims and therefore a significant portion of the
provision has been classified as non-current. 
 
An additional exceptional charge of £24.6m (c£19.3m after tax) was made in the
year ending 31st December 2014 in order to increase the PI Cost provision.
Since December 2014, although the rate of new claims received has been
marginally ahead of the assumptions behind the provision, the cost per new
claim and cost per settled claim has been favourable. Accordingly, this
provision represents the Directors' current best estimate of likely claims
costs but the process of resolving open claims and estimating future claims is
on-going. A number of risks and uncertainties remain, in particular the actual
monthly run rate of new claims and the average cost per case both for existing
open claims and for claims yet to be received. The cost of these factors could
differ materially from the Directors' estimates, which could result in a
further provision being required. 
 
At 30th June 2015 the total provision for PI Costs was £31.9m. The Directors
have considered sensitivity analysis on the key risks and uncertainties
discussed above. 
 
Cost per claim 
 
A substantial element of the provision relates to specific claims where
disputes are on-going.  These specific cases have been separately assessed and
specific provisions have been made.  The average cost per claim has been used
to calculate the required IBNR.  Should the costs to settle and resolve these
claims and future claims increase by 10%, an additional provision of £2.8m
would be required. 
 
Rate of claim 
 
The IBNR assumes thatthat the rate of claim for the high risk lending period
in particular reduces over time with the expiry of the primary limitation
period as well as the expectation that fewer claims will arise through the
passing of time.  Should the rate of reduction be lower than anticipated and
the duration extend, further costs may arise.  An increase of 30% in
notifications in excess of that assumed in the IBNR calculations would
increase the required provision by £1.0m. 
 
Notifications 
 
The companyhas received a number of notifications which have not deteriorated
into claims or loss.  Should the rate of deterioration increase by 50%, an
additional provision of £1.1m would be required. 
 
11.    Provisions for liabilities (continued) 
 
Onerous leases 
 
The provision for lease obligations relates to obligations under leases on
vacant properties. The provision is expected to be fully utilised by June
2020. The final outcome depends upon the ability of the Group to sublet or
assign the lease over the related properties. 
 
12.    Analysis of Net Bank Debt 
 
                                              Six Months Ended  Year Ended      
                                              30th June 2015    30th June 2014  31st December 2014  
                                              £'000             £'000           £'000               
 Interest bearing loans and borrowings                                                              
 -       Current                              8,990             4,218           4,659               
 -       Non-current                          75,032            37,882          56,420              
                                              84,022            42,100          61,079              
 Less: 12% unsecured loan notes               (9,918)           (9,507)         (9,744)             
 Add: cash and short-term deposits            (998)             (1,025)         -                   
 Less: deferred and contingent consideration  (20,104)          (12,832)        (16,617)            
 Net Bank Debt at the end of the year         53,002            18,736          34,718              
 
 
Net Bank Debt at 30th June 2014 excluding the net sale proceeds from the sale
of Zoopla shares and reinvestment into Zoopla totalling £17.8m, was £36.5m. 
 
13.    Financial instruments - risk management 
 
The financial risks the Group faces and the methods used to manage these risks
have not changed since 31st December 2014.  Further details of the risk
management policies of the Group are disclosed in Note 29 of the Group's
Financial Statements for the year ended 31st December 2014. 
 
The Group has a current ratio of Net Bank Debt (excluding loan notes) to
EBITDA of 1.25 (31st December 2014: 0.74 and 30th June 2014: 0.41). The
business is cash generative with a low level of maintenance capital
expenditure requirement.  The Group remains committed to its stated dividend
policy of 30% to 40% of adjusted operating profit after interest and tax. In
addition, the Group's other main priority is to generate cash to support its
operations and to fund any strategic acquisitions. 
 
14.    Fair values of financial assets and financial liabilities 
 
Set out below is a comparison by category of carrying amounts and fair values
of all of the Group's financial instruments that are carried in these
financial statements: 
 
                                         June 2015            June 2014            Dec 2014             
                                         Book and Fair value  Book and Fair value  Book and Fair value  
                                         £'000                £'000                £'000                
 Financial assets                                                                                       
 Cash and cash equivalents               998                  1,025                -                    
 Available-for-sale financial assets     31,976               28,863               23,033               
                                                                                                        
 Financial liabilities                                                                                  
 Interest-bearing loans and borrowings:                                                                 
 Floating rate borrowings                (54,000)             (19,761)             (34,718)             
 Contingent consideration                (17,217)             (12,386)             (13,730)             
 Deferred consideration                  (2,887)              (446)                (2,887)              
 12% unsecured loan notes                (9,918)              (9,507)              (9,744)              
 
 
14.    Fair values of financial assets and financial liabilities (continued) 
 
The fair value of the Zoopla investment is made with reference to the latest
share price as this is a listed investment (listed on the London Stock
Exchange).  The fair value of the remaining available for sale financial
assets have been calculated with reference to the last trades in these assets.
The fair values of the interest rate swaps were determined by reference to
market values for similar instruments. The fair values for the remaining
financial instruments have been calculated by discounting the expected future
cash flows at interest rates prevailing for a comparable maturity period for
each instrument. 
 
Fair value hierarchy 
 
As at 30th June 2015, the Group held the following financial instruments
measured at fair value. The Group uses the following hierarchy for determining
and disclosing the fair value of the financial instruments by valuation
technique: 
 
·    Level 1: quoted (unadjusted) prices in active markets for identical
assets or liabilities; 
 
·    Level 2: other techniques for which all inputs which have a significant
effect on the recorded fair value are observable, either directly or
indirectly; and 
 
·    Level 3: techniques which use inputs which have a significant effect on
the recorded fair value that are not based on observable market data. 
 
 ·                                                               June 2015  Level 1  Level 2  Level 3  
                                                                 £'000      £'000    £'000    £'000    
 Assets measured at fair value                                                                         
 Financial assets                                                31,976     30,201            1,775    
 Liabilities measured at fair value                                                                    
 Contingent consideration                                        17,217                       17,217   
 Deferred consideration                                          2,887                        2,887    
 Liabilities for which fair values are disclosed                                                       
 Interest-bearing loans and borrowings:Floating rate borrowings  54,000     -        54,000   -        
 12% unsecured loan notes                                        9,918      -        9,918    -        
 
 
 ·                                                               June 2014  Level 1  Level 2  Level 3  
                                                                 £'000      £'000    £'000    £'000    
 Assets measured at fair value                                                                         
 Financial assets                                                28,863     27,176   -        1,687    
 Liabilities measured at fair value                                                                    
 Contingent consideration                                        12,386     -        -        12,386   
 Deferred consideration                                          446                          446      
 Liabilities for which fair values are disclosed                                                       
 Interest-bearing loans and borrowings:Floating rate borrowings  19,761     -        19,761   -        
 12% unsecured loan notes                                        9,507      -        9,507    -        
 
 
 ·                                                               Dec 2014  Level 1  Level 2  Level 3  
                                                                 £'000     £'000    £'000    £'000    
 Assets measured at fair value                                                                        
 Financial assets                                                23,033    21,347   -        1,686    
 Liabilities measured at fair value                                                                   
 Contingent consideration                                        13,730    -        -        13,730   
 Deferred consideration                                          2,887     -        -        2,887    
 Liabilities for which fair values are disclosed                                                      
 Interest-bearing loans and borrowings:Floating rate borrowings  34,718    -        34718    -        
 12% unsecured loan notes                                        9,744     -        9,744    -        
 
 
The other investments totalling £1,775,000 are still valued using Level 3
valuation techniques. The Directors reviewed the fair value of the financial
assets at 30th June 2015.  The methods used to determine the fair value are
disclosed in more detail in note 9.  The underlying value of the investments
will be driven by the profitability of these businesses.  If this was to drop
by 10%, the implied valuation is likely to also drop by around 10%, £1.7
million. 
 
14.    Fair values of financial assets and financial liabilities (continued) 
 
The contingent consideration relates to amounts payable in the future on
acquisitions.  The amounts payable are based on the amounts agreed in the
contracts and based on the future profitability of each entity acquired.  In
valuing each provision, estimates have been made as to when the options are
likely to be exercised and the future profitability of the entity at this
date.  Further details of these provisions are shown in note 10. 
 
Fair values of the Group's interest-bearing borrowings and loans are
determined by using DCF methodology using a discount rate that reflects the
issuer's borrowing rate as at the end of the reporting period. The own
non-performance risk as at 30th June 2015 was assessed to be insignificant. 
 
15.    Acquisitions 
 
During the period the Group acquired thirteen lettings businesses for a total
consideration of £3.9m. The fair value of the identifiable assets and
liabilities of these businesses as at the date of acquisition have been
determined as below: 
 
                                         Fair value recognised on acquisition  
                                         £'000                                 
 Intangible assets                       2,418                                 
 Property, plant and equipment           250                                   
 Cash and cash equivalents               425                                   
 Trade and other payables                (6)                                   
 Total identifiable net assets acquired  3,087                                 
 Purchase consideration                  3,910                                 
 Goodwill                                823                                   
 
 
In February 2015, the Group acquired 80% of Thomas Morris (Property Management
Ltd), a 7 branch estate agency chain in Cambridgeshire, Bedfordshire and
Hertfordshire for an initial consideration of £4.1m. The remaining 20% is
subject to put and call options which are exercisable between 2018 and 2020
dependent on profit performance. Due to the nature of the payment terms, the
contingent consideration is considered to be a capital payment for accounting
purposes.  The fair value of the identifiable assets and liabilities of Thomas
Morris as at the date of acquisition have been determined as below: 
 
                                                         Fair value recognised on acquisition  
                                                         £'000                                 
 Intangible assets                                       1,209                                 
 Property, plant and equipment                           28                                    
 Trade and other receivables (No impairment identified)  177                                   
 Cash and cash equivalents                               348                                   
 Trade and other payables                                (202)                                 
 Current tax liabilities                                 (224)                                 
 Total identifiable net assets acquired                  1,336                                 
 Purchase consideration                                  5,301                                 
 Goodwill                                                3,965                                 
 
 
Purchase consideration discharged by: 
 
 Cash                      4,148  
 Contingent consideration  1,153  
                           5,301  
 
 
The acquisition accounting above is considered provisional as LSL is still
reviewing our estimates of the likely payments under the contract, but the
calculation above represents our best estimate at 30th June 2015. 
 
The goodwill of Thomas Morris comprises certain intangible assets that cannot
be individually separated and reliably measured from the acquiree due to their
nature.  These items include an experienced management team with a good record
of delivering a quality service to customers, the expected value of synergies
and the potential to significantly grow the business. No determination has
been made yet as to what proportion, if any, of the goodwill will be tax
deductible.  Thomas Morris has contributed £228,000 profit before tax and
£1,564,000 in the period since acquisition.  If it has been acquired at the
beginning of the year then the consolidated revenue would have been £782,000
higher and the consolidated profit before tax would have been £114,000 higher.
An analysis of cashflow on acquisition is given in the table below. 
 
                                                               £'000  
 Net cash acquired with the subsidiaries and other businesses  (773)  
 Purchase consideration discharged                             8,058  
 Net Cash outflow on acquisition                               7,285  
 
 
From the date of acquisition to 30th June 2015, the acquisitions in aggregate,
including Thomas Morris, have contributed £2,057,000 of revenue and £448,000
profit before tax to the Group, excluding the impact of movements in the
contingent consideration recorded through the profit and loss.  If all of
these combinations had taken place at the beginning of the year, the
consolidated revenue would have been higher by £1,390,000 and the consolidated
profit before tax would have been higher by £358,000. 
 
Transaction costs have been expensed. 
 
INDEPENDENT REVIEW REPORT TO LSL PROPERTY SERVICES PLC 
 
Introduction 
 
We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30th
June 2015 which comprises the Interim Group Income Statement, the Interim
Group Statement of Comprehensive Income, the Interim Group Balance Sheet, the
Interim Group Cash Flow Statement, the Interim Group Statement of Changes in
Equity and the related notes 1 to 15.  We have read the other information
contained in the half yearly financial report and considered whether it
contains any apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements. 
 
This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK and
Ireland) "Review of Interim Financial Information Performed by the Independent
Auditor of the Entity" issued by the Auditing Practices Board. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company, for our work, for this report, or for the conclusions
we have formed. 
 
Directors' Responsibilities 
 
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct Authority. 
 
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the European Union. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with International Accounting Standard
34, "Interim Financial Reporting", as adopted by the European Union. 
 
Our Responsibility 
 
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review. 
 
Scope of Review 
 
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion. 
 
Conclusion 
 
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2015 is not prepared, in all
material respects, in accordance with International Accounting Standard 34 as
adopted by the European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority. 
 
Ernst & Young LLP 
 
Leeds 
 
3rd August 2015 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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