One Heritage Group plc: Interim report for the six months ended 31 December 2021
Announcement provided by
Zentra Group Plc · ZNT29/03/2022 07:00
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One Heritage Group plc (OHG)
ONE HERITAGE GROUP PLC (the "Company" or "One Heritage") Interim report for the six months ended 31 December 2021
29 March 2022 One Heritage Group PLC (LSE: OHG), the Operating highlights
Financial highlights
Subsequent Events
CHIEF EXECUTIVE'S REVIEW
It is encouraging to see further progress made with our strategy during the period under review, as we edge closer to completing our first major development projects over the forthcoming months. It has been a demanding period for the Group which has tested our ability to adapt to market challenges and has seen us implement a number of changes that make us more resilient and better enable us to execute our strategy. The Group's results again reflect our infancy as a business with our first development not expected to finish until the second quarter of the year. Significant progress has been made with our developments but the challenges experienced in the second half of 2021, due to market forces such as labour shortages and supply chain issues, have caused delays. These delays have been further exacerbated at our Bank Street, In light of ongoing pressures within the construction industry and the requirement to step-in on our Bank Street development, the Group took the decision to incorporate One Heritage Construction, which will act as principal contractor on some of our projects. This change in approach strengthens our operating model by providing greater control, which initially will see both our Bank Street, The following strategic objectives have been in place during the period under review and the progress of each is set out below. SUCCESSFULLY DELIVER OUR DEVELOPMENT PROJECTS I am pleased to see continued progress with our developments despite construction delays and other market challenges. To date, we have three of our own projects and an additional project under a Development Management agreement on site and under construction. Our developments under construction all have external debt finance secured and I am confident that they will finish within the revised timeframes. I am expecting that our largest development Lincoln House, an 88 apartment conversion of a former office building in As mentioned above, we have had to step in ourselves to finish the build at our Bank Street Sheffield development. This has inevitably resulted in cost increases and delays, but the decision to complete this in-house has given us the level of control required to effectively deliver a high quality product. The development is expected to be completed at the end of the second quarter this year, at approximately the same time as our Oscar House Manchester development. I am pleased to report that, as at February 2022, we now have planning consent on our St Petersgate Stockport development, albeit rather later than we had hoped. This means that we can start on site in April and finish in Q1 2023, or December 2022 at the earliest. In respect of our planning application on Churchgate Leicester, a further extension of time was required by the planning authority but a decision is expected imminently. These planning delays are the result of backlogs in the system due to the pandemic. As previously reported, we are still experiencing industry-wide challenges which include mounting cost pressures in respect of building materials and sub-contractor labour shortages. Whilst we have had some protection in fixed price build contracts, we have not been immune to unsatisfactory principal contractor performance as they have been directly affected by staffing shortages and increasing costs. I am hopeful that the market will start to settle down following the easing of pandemic restrictions and we will continue to monitor it carefully over the coming months. Further adjustments to our operating model have been made to reduce the risk of contractor insolvency and unforeseen programme delays by incorporating One Heritage Construction which will act as our own in-house principal contractor, initially for smaller schemes, as we look to grow this segment of the business. Below is a summary of current development projects:
*47 Units have been reserved by an institutional fund. SECURE SALES FOR OUR PROPERTIES UNDER CONSTRUCTION There continues to be strong demand for our properties and increased sales have been achieved by further growth of our overseas sales and marketing network, capitalising on continued strong overseas demand for It has also been pleasing to see institutional interest with 47 units reserved and under offer on our Lincoln House Bolton project. CONTINUE TO BUILD OUR EXISTING LETTING AND PROPERTY MANAGEMENT BUSINESSES THROUGH OUR FOCUS ON CO-LIVING AND NEWLY COMPLETED DEVELOPMENTS It was unfortunate that we had to announce that the incumbent provider of our property management and lettings services, One Heritage Complete, in which the Group owns a 47% stake, had encountered difficulties in two of its five subsidiaries, namely One Heritage Maintenance and One Heritage Design, which are being liquidated. We have subsequently made wholesale changes to how these services are being provided by bringing them in-house, in the form of our wholly owned subsidiary One Heritage Property Services. The remaining companies within One Heritage Complete (One Heritage Letting, One Heritage Letting London and One Heritage Cleaning) will undergo a rebrand to remove the One Heritage name, to avoid any future reputational impact from companies in which the Group only holds a minority interest. At an accounting level, we have already written off our investment in this entity in the last financial year. One Heritage Property Services is now responsible for lettings, property management, co-living and other services provided by the Group. As our developments complete, I am expecting to grow this part of our business and, in this respect, we have recently hired an experienced Property Operations Director. We believe that well run in-house property services will be an attractive proposition to the buyers of apartments in our properties, by providing the option of a hands-off investment and the reassurance that the Group will retain a vested interest once the properties are sold. We remain committed to continuous improvement in providing first class Group owned services to both our owners and their occupiers. RECRUIT EXCEPTIONAL TALENT AS WE IDENTIFY NEW OPPORTUNITIES IN THE MARKET AND TAKE ON NEW PROJECTS The change in the way that we deliver property construction and management services, which includes the incorporation of One Heritage Construction and One Heritage Property Services during the reporting period, has resulted in us making some outstanding appointments. Edward Wootton, a Construction Director with over 30 years' industry experience, has joined the senior leadership team as has Alie Horton, a Property Operations Director with over 18 years' industry experience. Further hires have been made to strengthen this part of our business. In December we announced that Mr Jeffrey Pym had tendered his resignation from the Board and would be stepping down at the end of March 2022. Mr Pym joined the company in April 2020 as interim CFO and was instrumental in helping the company achieve our IPO in December 2020. Following our IPO, he joined the Board as an independent Non-Executive Director and Chair of the Audit and Risk Committee to provide continuity during the initial post-IPO period. Mr Pym's contribution has been exemplary and, on behalf of the Group, I would like to wish him the very best in his future endeavours. A thorough selection process for a replacement independent Non-Executive Director has been undertaken and overseen by the Nomination Committee. Following the appointment of a specialist Non-Executive Director/Interim Director recruitment company, a number of candidates were interviewed and we were pleased to announce recently that Mr Jeremy Earnshaw has been appointed to the Board as independent Non-Executive Director as of 01 April 2022. He will also be appointed as Chair of Audit and Risk Committee. Mr Earnshaw has over 30 year's senior treasury and governance expertise, in both public and private sector organisation. He has worked across multiple sectors including Housing, Healthcare, Pharmaceuticals, Printing, Retail Marketing, and Online E-Commerce. We are pleased to have added an Independent Non-Executive Director to the Board with such broad experience and complimentary skills. GROW THE PIPELINE OF NEW DEVELOPMENT OPPORTUNITIES It has been important for us to focus on delivering our existing projects during what has turned out to be a very demanding period for both the Group (and the industry as a whole). Whilst we did not complete on the purchase of a new project during the period, we did exchange contracts to acquire an office building in January, namely Seaton House Stockport, a short walk away from our St Petersgate development. We will soon be submitting a planning application for up to 30 apartments and expect to start on site in early 2023. We continue to see a number of interesting opportunities and our focus on new development opportunities will sharpen during the year as our existing developments near completion. ESG In November 2021, we released our ESG policy which outlines the Group's commitment to conducting our business activities both ethically and responsibly, and which seeks to embed ESG initiatives in our day-to-day operations and across our developments. Since then, we have taken further steps to improve our ESG strategy, by establishing two standing committees, namely Social and Charities, and ESG, which involve a broad range of our staff to both influence and scrutinise the decisions we make as a business. This is a big step towards embedding ESG into our culture, with our people contributing towards positive changes and initiating the right conversations. As an example of our commitment to ESG, in December 2021, one of our development surveyors represented us at a local round table event on the importance of ESG in residential development, and in March 2022 spoke at a ticketed event on sustainability. I am delighted to see our people championing ESG and joining in on the conversation. I am encouraged with the progress the business is making with mental health awareness, with internal initiatives and two charities identified for support in 2022 - Mates in Mind, which focuses on improving mental health across the construction industry and related sectors, and TLC (Talk, Listen, Change) which supports safe, healthy and happy relationships, primarily across OUTLOOK Whilst we remain positive for the outlook of the property market with the performance of the North of We believe that we have taken a significant step forward in the incorporation of One Heritage Construction and the recruitment of experienced construction staff. This new approach will be tested in the forthcoming months and we expect to make further adaptations as we continue to enhance our business model. The existing strategic priorities for the Group remain in place for the forthcoming period. I am eager to see developments complete and our buildings occupied during 2022. Our property services team have been working tirelessly in readiness for the completion of our first development, namely Lincoln House Bolton. I look forward to an exciting year ahead for the business.
FINANCE REVIEW
The Group saw several significant events during the six-month period to 31 December 2021 and immediately following the period end:
Over the period the Group saw an increase in its loss attributable to shareholders in the comparable six month period to 31 December, increasing from The Group incorporated two new entities, One Heritage Property Services Limited and One Heritage Construction Limited, but neither entity has generated significant revenue or cost in the period as they began effective operation towards the period end. The profit participation loan that the Group had with Robin Hood Property Development Limited was repaid in the period and the Group signed a service agreement on 23 December 2021. This agreement covers a combination of management, transaction, sourcing and construction services and will provide regular income to the Group. The new agreement also allows the Group to provide services in-house in relation to its development projects and forms part of the restructure of services previously provided by One Heritage Complete Limited. Expenditure on developments continued with a further Developments have seen significant interest from buyers and the Group has secured The capital structure of the Group continued to evolve with the issuance of a corporate bond and the signing of new construction facilities. During the period the Group drew down a further Post-period end the Group received gross proceeds of
RISK MANAGEMENT AND PRINCIPAL RISKS
The ability of the Group to operate effectively and achieve its strategic objectives is subject to a range of potential risks and uncertainties. The Board and the broader management team take a pro-active approach to identifying and assessing internal and external risks. The potential likelihood and impact of each risk is assessed and mitigation policies are set against them that are judged to be appropriate to the risk level. Management constantly update plans and these are monitored by the Audit and Risk Committee and reported to the Board. The principal risks that the Board see as impacting the Group in the coming period are split into six categories:
1. General economic climate The economy has surpassed its pre-pandemic peak and is expected to continue to grow strongly in 2022. However, inflation has continued to rise and is likely to reach multiple decade highs during the year. As a consequence, it is highly likely that monetary policy will continue to tighten at the same time that fiscal support from the Government following the pandemic is being withdrawn. There is a risk that this combination, along with the disruption in global markets caused by the conflict in 2. Residential property demand The property market has continued to see double digit percentage growth despite the withdrawal of government support of the stamp duty discounts in the previous year. Factors which supported price appreciation, such as the excess savings accumulated during the pandemic, loose monetary conditions and the desire for larger accommodation may stabilise or act as a drag in the period to come. This combined with the impact of real wage declines may negatively impact house prices and rents. To mitigate this, the Group has secured a high level of pre-sales on existing developments and will continue to sell units to foreign investors, which may be less impacted by the factors above. Furthermore, the Group operates in areas that it judges are best placed to outperform the wider market in both price and rental growth terms. 3. Availability and cost of finance To enhance risk adjusted returns the Group uses external debt finance where appropriate. The increasing uncertainty and tightening monetary conditions may impact the ability of the Group to use this going forward. To mitigate this, the Group has diversified the sources of finance, with the issuance of its first corporate bond, and looks to continue to diversify its sources of funding. The Group expects that the cost of finance will decline in future periods, and we saw that the cost of finance of the second project for the Group was less than the first, as a positive track record and longer trading history reduce lenders' view of the Group's risk, which will help to offset any increases in the base rate. 4. Regulatory environment There are two key regulatory areas that may impact the Group. First, increased regulation of building design and fire safety as a consequence of the Grenfell Tower disaster and the continued use of cladding materials, as well an increasing emphasis on mitigating climate change. As design and fire safety requirements become more stringent, there is a risk of associated cost increases. The second issue is significant delays with planning applications, as local authorities continue to face resource challenges. Whilst this was compounded by the pandemic, we expect such delays to continue beyond the lifting of Covid-19 restrictions. The Group mitigates against these risks by liaising regularly with experts and officials to understand where and when changes may occur, as well as monitoring proposals by Westminster. The Group has an in-house planning expert who liaises closely with design and construction teams to ensure that developments are both attractive to local authorities and cost effective. 5. Construction costs and timescales The Group, and the market more broadly, is continuing to see shortages and price rises of both labour and materials. This has resulted in insolvencies in the construction sector reaching record highs. The Group has already experienced this with delays and cost increases on existing projects. To mitigate this, the Group incorporated One Heritage Construction and employed an experienced construction director to lead the construction function. The Group has been decisive in this regard and replaced the contractor on Bank Street, following delays and deficient performance. 6. Human resources The Board recognises that there are labour shortages across the economy and that the performance of the business is driven by retaining and attracting sufficiently experienced, motivated and qualified staff. The Group understands that following the pandemic, employee preferences have changed and that retaining and attracting staff requires more than just competitive remuneration. To address this, the management team consult with employees through regular meetings and open-forums where recommendations and views regularly adjust policies in the Group. Senior level recruitment is monitored through the Nominations Committee, where it successfully sourced a new non-executive Director to join the Board after a thorough search process. Furthermore, employee led initiatives such as the Social and Charity Committee along with an open and honest culture allow employees at all levels to contribute positively and have a real input into how the Group operates for them. Some of these resource and succession planning are now given greater emphasis to enable the Group to continue to grow with the formation of a Nominations Committee at a Board level to enable the Group to drive these conversations.
STATEMENT OF DIRECTOR'S RESPONSIBILITIES in respect of the half-yearly financial report
We confirm that to the best of our knowledge:
The directors of One Heritage Group PLC are listed on the company website, www.oneheritageplc.com
By order of the Board Jason Upton Chief Executive Officer 28 March 2022
INDEPENDENT REVIEW REPORT TO ONE HERITAGE GROUP PLC Report on the interim financial statements Conclusion We have been engaged by the company to review the condensed set of financial statements in the interim report for the six months ended 31 December 2021 which comprises the consolidated statements of comprehensive income, financial position, changes in equity and cash flows and the related explanatory notes. Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 31 December 2021 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted for use in the Scope of review We conducted our review in accordance with International Standard on Review Engagements ( A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing ( Directors' responsibilities The interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the DTR of the As disclosed in note 2, the latest annual financial statements of the group were prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and the next annual financial statements will be prepared in accordance with Our responsibility Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim report based on our review. The purpose of our review work and to whom we owe our responsibilities This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the DTR of the Edward Houghton BA FCA for and on behalf of KPMG Audit LLC Chartered Accountants Heritage Court 41 Athol Street Douglas
28 March 2022
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended 31 December 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2021
CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended 31 December 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended to 31 December 2021 (unaudited)
For the year ended to 30 June 2021 (audited)
For the six months ended to 31 December 2020 (unaudited)
NOTES TO THE INTERIM FINANCIAL STATEMENTS For the six months ended to 31 December 2021
One Heritage Group PLC (the "Company") is a public limited company, limited by shares, incorporated in These condensed consolidated interim financial statements ("interim financial statements") as at the end of the six month period to 31 December 2021 comprise of the Company and its subsidiaries.
These interim financial statements for the six months ended 31 December 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the The annual financial statements of the group for the year ended 30 June 2022 will be prepared in accordance with The Group's management review the business as a whole, while it remains in its early stage of development. The Group considers there is one operating segment, property, therefore does not provide segmentation. These interim financial statements were authorised for issue by the Company's board of directors on 28 March 2022. Going concern Notwithstanding net current liabilities of The directors have prepared cash flow forecasts for the period to 30 June 2023 which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds, through the proceeds from sale of developments and the loan facility from its parent company, One Heritage Property Development Limited, to meet its liabilities as they fall due for that period. The loan facility from the parent company is Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
In preparing these Interim Financial Statements, management has made judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts in the financial statements. The management continually evaluate these judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses based upon historical experience and on other factors that they believe to be reasonable under the circumstances. Actual results may differ from the judgements, estimates and assumptions. The key areas of judgement and estimation are:
The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 30 June 2021. The accounting policies will also be reflected in the Group's consolidated financial statements as at and for the year ending 30 June 2021.
The Group generates its revenue primarily from development management agreements, property services and profit participation payments. Other sources of revenue include rental income from Trading Properties.
The Group has three development management agreements with One Heritage Tower Limited, ACT Property Holding Limited and One Heritage North Church Limited. The Group earns a management fee of 0.75% of costs incurred to date per month and a 10% share of net profit generated by the development through the agreement with One Heritage Tower Limited. The Group is also entitled to 1% of any external debt or equity funding raised on behalf of the development. The ACT Property Holding Limited agreement has a 20% profit share of the net profit generated by the development. This agreement generated The One Heritage North Church Limited agreement splits the fees into three: 1. 2% of total development cost, paid monthly over the period of the development; 2. 15% of net profit, paid on completion; 3. 1% on any debt finance raised. This agreement generated The Group had not recognised any revenue linked to the profit share element of these agreement as the transaction price is variable and the amount cannot be reliably determined at this time. The Group had 3 profit participation agreements that entitle the Group to a 15% share of profits on completed Co-living housing sales. Revenue is recognised when a sale is complete. In the period the Group generated revenue of On 23 December 2021, the Group signed a contract with Robin Hood Property Development Limited to provide property and construction services. During the period to 31 December 2021, this agreement generated The development management and Co-living revenues in the current period have been generated through related parties. Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when it transfers control over a good or service to a customer.
As at 30 June 2021 there was a charge on the inventory. The value of this was The Group has a non-refundable right to purchase land at Churchgate,
In the period the Group terminated an agreement with Robin Hood Property Development Limited which resulted in repayment of the profit participation loan.
Trade receivables includes development management fees receivable from One Heritage Tower, The Group paid agent fees and commissions in respect of property sales reservations of
The Group defines capital as the Group's shareholder equity and borrowings. The Group's policy is to maintain a strong capital base so as to maintain, investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, as well as the level of external debt in the business. The Group monitors capital using a ratio of 'net debt' to shareholder equity. Net debt is calculated as total liabilities (as shown in the statement of financial position) less cash and cash equivalents. The Group's policy is to keep the ratio below 3.0. The Group's net debt to equity as at 31 December 2021 was 4.1 (30 June 2021: 2.0), which is above the policy. This is expected to decline below the policy at the end of the financial year.
The Group received
Loan arrangement fees netted off loans payable amounted to On 23 November 2021, the Group repaid its loan of On 16 December 2021 a subsidiary, One Heritage Lincoln House Limited, signed a loan agreement with Shawbrook Bank Limited. This was for a gross amount of construction finance totalling Related party borrowings On 22 July 2020 and 11 August 2020 the Trading Group received loans worth The Group signed a Terms and repayment schedule The terms and conditions of outstanding loans are as follows:
Financial assets and financial liabilities The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy.: As at 31 December 2021 (unaudited)
As at 30 June 2021
Parent and ultimate controlling party At the reporting date 63.8% of the shares are held by One Heritage Property Development Limited, which is incorporated in Compensation of the Group's key management personnel is short term employee benefits. The Company has an outstanding loan of
On 18 March 2022 the Group issued a
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| ISIN: | GB00BLF79495 |
| Category Code: | IR |
| TIDM: | OHG |
| LEI Code: | 2138008ZZUCCE4UZHY23 |
| OAM Categories: | 1.2. Half yearly financial reports and audit reports/limited reviews |
| Sequence No.: | 152020 |
| EQS News ID: | 1313719 |
| End of Announcement | EQS News Service |
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