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RNS
Hunters Property PLC  -  HUNT   

Notice of Results

Released 07:00 12-Apr-2018

RNS Number : 6387K
Hunters Property PLC
12 April 2018
 

Embargoed 7.00a.m. - 12 April 2018

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR).

Hunters Property Plc

Notice of Results

For the year ended 31 December 2017

Hunters Property Plc ("Hunters" or the "Company" or the "Group"), one of the UK's largest national sales and lettings estate agency businesses, is pleased to announce its preliminary results for the year ended 31 December 2017.

Financial highlights

·      Network Income rose 10% to £38.9m (2016: £35.4m);

·      Revenue increased by 3% to £14.2m (2016: £13.8m);

·      EBITDA increased by 8% to £2.23m (2016: £2.06m)

·      Adjusted Profit Before Tax (*adjusted to exclude amortisation, acquisition costs, investment income and notional finance costs) increased by 4% to £1.94m (2016: £1.86m);

·      Adjusted EPS* decreased by 1% to 5.84p (2016: 5.92p);

·      Net Assets stood at £7.6m (2016: £5.6m);

·      Proposed 15% increase in Final dividend to 1.50p, increasing full year then by 16% to 2.20p (2016: 1.90p) for the year.

Operational highlights

·      Opened 37 new branches, including the conversion of 15 independent estate agency branches and the acquisition in the South West of the Besley Hill franchise network

·      213 branches as at 31 December 2017 (31 December 2016: 186)

·      Average Network Income per branch is £182,000 (2016: £190,000)

·      30 or more new branches in each of the last four years

·      Independent agents that have converted to Hunters, during the three years to 2015, have increased their revenue by 29%

·      Average Network Income per converting branch has risen to £173,000 (2016: £153,000)

·      Customer satisfaction rating 95% (2016: 96%)

 

Kevin Hollinrake, Chairman, commented:

"We are delighted to report a robust set of figures, despite subdued the market conditions. This performance highlights the robustness of our model and the quality and commitment of our franchisees and their teams across the network.  We would expect this current market and recently announced additional regulatory requirements to provide us with even more opportunities to expand our branch network and strengthen our market position still further. A strong national brand, free best-in-class training and significant cost reductions for network members make the case for independent operators to join the Hunters family even more compelling.  We are already experiencing strong levels of enquiries from high quality independent businesses.  We remain in line with the Market's expectation and I look forward to updating you as the year progresses."

 

For further details, please contact:

Hunters Property Plc

Kevin Hollinrake, Chairman

Glynis Frew, Chief Executive Officer

Ed Jones, Chief Financial Officer

 

Tel:  01904 756 197

SPARK Advisory Partners Limited

Mark Brady and Neil Baldwin (Nominated Adviser)

Dowgate Capital Stockbrokers

James Sergeant (Corporate Broking)

Tel: 020 3368 3551

 

Tel: 01293 517 744

 

 

Chairman's statement

We are pleased to report that the Group has delivered a strong result in 2017. Network Income has increased by 10% despite subdued market conditions. The Group continued its expansion towards becoming the nation's favourite estate agent. Organically, we believe we are the fastest growing listed business in our sector having opened 114 branches over the last four years and a further 46 branches through acquisition in that period.

 

In the year we added 37 (2016: 30) new branches to the network, including 15 (2016: 20) independent businesses, reaching 213 (2016: 186) branches by the year end. This included the addition of the Besley Hill franchised network, expanding our coverage in the South West. We are pleased to report we have already rebranded those branches as Hunters, ahead of schedule, and we look forward to helping them to grow their business. We continue to attract good quality independent businesses who see the benefits of a support network, reduced operating costs and opportunities to improve their income.

 

Gross income of the Group's franchisee and owned branch network ("Network Income") reached £38.9 million in 2017 (2016: £35.4 million) a 10% increase on the previous year. Our average branch revenue is £182,000 (2016: £190,000). This was a tremendous achievement against the background of national sales activity having reduced by 15% for the year1. We have out-performed the market each year over the last three years by on average 10%. Our adjusted EBITDA reached £2.23 million (2016: £2.06 million) an increase of 8% on the previous year. Adjusted EPS is 5.84p (2016: 5.92p).

 

We have out-performed the market each year over the last three years by on average 10%.  Our model is about both the number and the underlying performance of our branches. We invest a great deal of time and resource helping to improve each branch's revenue. Our outperformance against the market per branch reflects that investment, those improvements and then the underlying increased strength of the component parts of our network. This is not just a short-term success but a long-term strategy. Independent agents that converted to the Hunters brand during the three years to December 2015 have produced revenue in 2017 that is 29% higher; illustrating that our well known national brand, quality and good reputation has delivered improved revenue for our network partners, even against a challenging backdrop as well as significantly reducing their cost of key operating costs, such as portal subscriptions, through our economies of scale and purchasing power.

 

Customer satisfaction is always a key measure and at 95% customer satisfaction rating over the year (2016: 96%) is our sixth year in a row at over 90%, which remains significantly higher than the industry average of 73%2. Our business and our network partners commit to deliver for our customers. This underpins our belief that business owners will work harder and deliver better results than a network of employees, self-employed operatives on short-term contracts or those engaged to simply list a home rather than actually selling or letting a property. On behalf of the Board, I would like to thank everyone in the network who has worked so hard to deliver these excellent results and our customer service teams for working with our clients to help us 'get them there'.

 

CURRENT TRADING & OUTLOOK

We expect the current subdued levels of transactions to continue in 2018. Hunters' performance to date in the year is in line with the Board's expectations, given our more limited London exposure we are not expecting to be as affected as other players have reported already3 although we have built in an increase in churn for consolidation within this sector. We would expect this market to provide us with an enhanced opportunity to expand our branch network further and strengthen our brand. The case to encourage independent operators becomes even more persuasive in providing a way to be part of a stronger group that can also offer significant cost reductions, particularly in terms of portal charges for Rightmove, Zoopla and OnTheMarket.

We are already seeing an improved level of enquiries from high quality independent businesses. Our robust balance sheet and relatively low level of gearing will enable us to both expand our network and reward shareholders with an attractive dividend.

 

Our pipeline of new outlets remains healthy and I look forward to updating you as the year progresses.

 

DIVIDEND

The Company is committed to a progressive dividend policy and proposes an increased final dividend of 1.50p per share, making 2.20p for the year, an increase of 16%.

 

On behalf of the Board

 

Kevin Hollinrake
Chairman
11 April 2018

 

 

 

1    Source: Price Paid Data to December 2017, Land Registry

2    Source: 2015 survey by The Property Academy

3    Source: Countrywide plc - 8th March 2018, Foxtons plc - 28th February 2018, LSL Property Services plc - 6th March 2018

 

Chief executive's statement

We're delighted to report that despite a softer market, our strategy has delivered an improved performance with an increase in branch numbers and a strong set of results.

 

The Group has grown its market share of homes sold and let in 2017.  So despite market transaction volumes having reduced by 15% turnover, EBITDA and pre-tax profitability have increased. This was aided by our limited exposure to the London market and by the additional branches added to the network throughout the year as well as the acquisition of the Besley Hill network.

 

We entered the year with good ongoing customer demand and a Government that remains openly very keen to accelerate new home-building and ownership. We are therefore looking set to deliver another successful year.

 

Delivering outstanding customer service is at the heart of our operation. At exchange of a property or at the let of a property a vendor or landlord is contacted by a member of our customer service team. In 2017, 4,155 (2016: 3,648) customers provided feedback resulting in a 95% (2016: 96%) customer satisfaction rating.  Our customer satisfaction ratio has been over 90% since 2011.

 

Maintenance in the quality of the network is key to our success. We started the year with 186 branch locations. We received 228 (2016: 268) enquiries resulting in 37 (2016: 30) new openings under the Hunters brand. These openings consisted of 15 (2016: 20) conversions of existing independent estate agency businesses and 6 (2016: 10) new "cold start" locations, of which four were current franchisees expanding into new markets. We were delighted that we have converted some stronger independents this year with the average of their incomes before conversion at £173,000 (2016: £153,000) a sign of our increasing success in attracting increasingly stronger businesses.

 

The Group implements a rigorous franchisee selection process. This ensures, as far as is possible, that new franchisees are committed to the Group's high standards. Approximately 80% are rejected at an early stage. Additionally, underperforming branches can be reinvigorated through training and support or alternatively the sale of a franchise to a new team or individual.  We were delighted that we have converted some stronger independents this year with the average of their incomes before conversion at £173,000 (2016: £153,000) a sign of our increasing success in attracting increasingly stronger businesses.

 

We continue to invest in our people and our technology, marketing and networks. We have devoted over £500,000 this year in training and now provide 114 courses, a 41% increase through the Hunters Vocational Qualification, endorsed by Propertymark. We continued to develop our in-house, market leading software to enhance the digital side of the business, for example we launched an online valuation booking capability in July which has already directed over £5m of property to the network. Just as importantly we retain the levels of service that our customers require so as to secure and safeguard a long-term future. In terms of marketing we augmented our national campaign around both our brand promise 'Here to get you there' and local ownership and local expertise. This will continue to be our message in the year ahead. Having been one of the first estate agents to launch a national TV advert in 2015, our TV advertising campaign has been followed by a number of our larger and better funded peers. Hunters' website traffic has risen by 70% in the last three years.

 

Finishing the year with 213 branches, I am delighted to report how since 2014 businesses have been able to improve through working with Hunters. Against a market down 15% in 2017 (2016: down 2%) the average revenue per branch has beaten the market by 10% on average each year. For branches that joined in the three years to December 2015 their revenue is up, on average, by 29%.

 

Nor is improvement just short-term, those who have been converted for 6 years are up, on average, by 84%. Every region we trade in has increased over the last four-year period 2013 to 2017 on average at a Compound Annualised Growth Rate ("CAGR") of 27%.

 

Franchise prospects for 2018 have started well given the tight market and uncertainty, with a proceeding pipeline of 27 (2017: 34) new branches being processed and enquiry levels on target to exceed those of 2017. We have expanded the team further to improve the process and allow more ongoing support. Our marketing plan is heavily focused on direct marketing to suitable independent businesses, increased online presence and existing franchisee expansion are integral elements of this growth.

 

It is expected that 2018 will see continued network growth, both through conversions of existing businesses and cold starts although we expect conversions to account for a more significant portion of branch growth. We see the uncertainty and impact of proposed tenant fee ban as driving enquiries towards Hunters' market leading conversion package, designed to allow independent agencies to join with minimal cost, whilst benefiting from a full estate agency package.

 

This increases the offering to landlords and vendors now able to market their properties to the widest possible audience for buyers and tenants. We are delighted to have been one of the first in the industry to offer this service.

 

We have an outstanding and experienced team that are committed to Hunters and our quest to become the nation's favourite estate agent. This could not be achieved without their sterling efforts. We believe that we have some truly outstanding industry professionals associated with the business and are grateful to them for their dedication to Hunters.

Glynis Frew
Chief Executive

 

 

Financial review

REVENUE

Group revenue for the financial year ended 31 December 2017 increased by 3% to £14.2 million (2016: £13.8 million). This was driven by the following factors:

·      Management Service Fee ("MSF") from franchised branches increased due to the 30 new franchisee branches that joined the Group in 2016 and a further 37 new franchisee branches that joined the Group in 2017;

·      Nine months of MSF revenue from the acquisition of the Besley Hill network in March 2017; 

·      Lettings revenue grew as we introduced lettings to new franchisees and continued to grow our existing lettings offices. Network Income for Lettings grew 16% (2016: 19%). 

ADJUSTED EBITDA (operating profit before depreciation, amortisation, acquisition and share-based payments expenses) 

Adjusted EBITDA provides a key measure of progress made. Adjusted EBITDA for the year to December 2017 was £2.23 million, an increase of 8% on the same period last year (2016: £2.06 million).

Administrative expenses increased by £0.2 million during the year. Higher costs in 2017 were in part due to the additional running costs associated with the acquisition of Besley Hill.

ADJUSTED PROFIT BEFORE TAX (adjusted to exclude amortisation, amortised finance costs, acquisition costs, share-based payments and
finance income
)

Adjusted profit before tax was £1.94 million, an increase of 5% over the prior period (2016: £1.86 million). Amortisation and acquisition costs increased significantly during the period, as the Group continued to accelerate its growth through the acquisition element of its strategy.

Adjusted profit before tax

2017

£m

2016

£m

Profit before tax

1.03

0.99

Other finance costs

0.01

0.06

Amortisation

0.75

0.60

Costs of acquisition

0.05

0.03

Interest income

(0.02)

(0.01)

Share-based payments

0.12

0.19

Adjusted profit before tax

1.94

1.86

 

EARNINGS PER SHARE

Basic earnings per share for the year ended 31 December 2017 was 2.89p (2016: 2.84p) based on a weighted average of 31,022,076 shares (2016: 28,365,454) in issue during the year.

ADJUSTED EARNINGS PER SHARE

Adjusted earnings per share, excluding amortisation and acquisition costs, finance timing and investment income and using standard tax rates for the year to December 2017, was 5.84p (2016: 5.92p) a decrease of 1%.

Income Summary

2017

£m

2016

£m

Movement

Network Income

38.9

35.4

+10%

Turnover

14.2

13.8

+3%

EBITDA

2.23

2.06

+8%

Adjusted profit
before tax

1.94

1.86

+4%

EPS

2.89p

2.84p

+3%

Adjusted EPS

5.84p

5.92p

-1%

DPS

2.20p

1.90p

+16%

 

DIVIDENDS

The Board is proposing a final dividend of 1.50p per share for 2017, which subject to shareholder approval at the AGM on the 18 May 2018, will be paid to shareholders by 23 May 2018 based on the register of shareholders as at 27 April 2018. Taking this together with the interim dividend of 0.7p paid to shareholders on 20 October 2017, this equates to a total dividend for the year of 2.20p an increase of 16%. The Company intends to pay a progressive dividend going forwards.

LIQUIDITY

FINANCIAL POSITION

The Group has generated strong cashflow from operations of £1.6m (2016: £1.7m) which is expected to continue in 2018. These cashflows, together with undrawn facilities available, ensure the Group is in a strong financial position from which to carry out its strategy to grow the franchise business both organically and through acquisition in the coming year.

 

Balance Sheet Summary

2017
£m

2016
£m

Cash

1.6

1.2

Net Assets

7.6

5.6

Net Debt

2.3

1.2

Net Debt / EBITDA

1.0x

0.6x

 

 

Ed Jones
Chief Financial Officer

 

 

Consolidated statement of comprehensive income

For the year ended 31 December 2017

 


Notes

2017

 £000s

2016

£000s

Revenue

3

14,169

13,833

Administrative expenses


(11,938)

(11,772)

Operating profit before depreciation, amortisation,
acquisition & share-based payment expenses


2,231

2,061

Depreciation and profit on disposal

4

(137)

(104)

Amortisation and profit on disposal

4

(731)

(584)

Business combination acquisition expenses

15

(50)

(30)

Share-based payment expense

25

(118)

(192)

Operating profit

4

1,195

1,151

Finance income

7

18

4

Finance costs

8

(185)

(168)

Profit before taxation


1,028

987

Taxation

9

(133)

(181)

Profit for the financial year


895

806

Other comprehensive income


-

-

Total comprehensive income for the year


895

806





Profit and total comprehensive income for the financial year attributable to:




Equity holders of the parent


895

806



895

806





Earnings per share




Basic (pence per share)

11

2.89

2.84

Diluted (pence per share)

11

2.77

2.72

 

 

 

Consolidated statement of financial position

As at 31 December 2017

 


Notes

2017

£000s

2016

 £000s

Non-current assets




Goodwill

12

4,626

3,973

Other intangible assets

12

6,548

4,078

Property, plant and equipment

13

344

429

Investments

14

1

1

Deferred tax assets

23

87

82



11,606

8,563





Current assets




Trade and other receivables

16

1,645

1,452

Cash and cash equivalents


1,582

1,187



3,227

2,639

Total assets


14,833

11,202





Current liabilities




Borrowings

17

(77)

(366)

Obligations under finance leases

18

(19)

(47)

Current tax liabilities


(163)

(117)

Trade and other payables

19

(2,291)

(2,376)



(2,550)

(2,906)





Non-current liabilities




Borrowings

17

(3,783)

(1,993)

Obligations under finance leases

18

(62)

(81)

Other payables

20

(19)

(52)



(3,864)

(2,126)





Provisions for liabilities




Provisions

22

(55)

(66)

Deferred tax liability

23

(768)

(456)



(823)

(522)

Net assets


7,596

5,648





Equity




Attributable to the owners of the parent:




Share capital

26

1,272

1,145

Share premium account

27

4,105

2,633

Merger reserve

1.2

899

899

Retained earnings


1,320

971



7,596

5,648

Total equity


7,596

5,648

 

The financial statements were approved by the board of directors and authorised for issue on 11 April 2018 and are signed on its behalf by:

Mr E A Jones

Director

Company Registration No. 09448465

 

 

 

Company statement of financial position

As at 31 December 2017

 


Notes

2017

£000s

2016

£000s

Non-current assets




Investments

14

1,189

1,071

Current assets




Trade and other receivables

16

5,482

3,120

Total assets


6,671

4,191





Current liabilities




Current tax liabilities


(22)

(20)

Trade and other payables

19

(26)

(27)



(48)

(47)

Net assets


6,623

4,144





Equity




Share capital

26

1,272

1,145

Share premium account


4,105

2,633

Share option reserve


317

203

Retained earnings


929

163

Total equity


6,623

4,144

 

As permitted by s408 Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income. The Company's profit for the year was £1,421,000 (2016: £556,000).

The financial statements were approved by the board of directors and authorised for issue on 11 April 2018 and are signed on its behalf by:

 

Mr E A Jones

Director

Company Registration No. 09448465     

 

 

Consolidated statement of changes in equity

For the year ended 31 December 2017

 


Notes

Share
capital

£000s

Share premium account

£000s

Merger reserve

£000s

Retained earnings

£000s

Total equity attributable to owners of the parent

£000s

Balance at 1 January 2016


1,131

2,579

899

375

4,984

Year ended 31 December 2016:







Profit and total comprehensive income for the year


-

-

-

806

806

Issue of share capital

26

14

53

-

-

67

Dividends

10

-

-

-

(453)

(453)

Credit to equity for equity settled share-based payments

25

-

-

-

192

192

Deferred tax on share-based payment transactions


-

-

-

52

52

Exercise of share options


-

1

-

(1)

-

Balance at 31 December 2016


1,145

2,633

899

971

5,648

Year ended 31 December 2017:







Profit and total comprehensive income for the year


-

-

-

895

895

Issue of share capital

26

127

1,544

-

-

1,671

Dividends

10

-

-

-

(634)

(634)

Credit to equity for equity settled share-based payments

25

-

-

-

118

118

Deferred tax on share-based payment transactions


-

-

-

(26)

(26)

Costs of raising equity

26

-

(76)

-

-

(76)

Exercise of share options


-

4

-

(4)

-

Balance at 31 December 2017


1,272

4,105

899

1,320

7,596

 

               

 

 

 

Company Statement of Changes in Equity

For the year ended 31 December 2017

 


Notes

Share capital

£000s

Share premium account

£000s

Share option reserve

£000s

Retained earnings

£000s

Total

£000s

Balance at 1 January 2016


1,131

2,579

12

60

3,782

Year ended 31 December 2016:







Profit and total comprehensive income for the year


-

-

-

556

556

Issue of share capital

26

14

53

-

-

67

Dividends

10

-

-

-

(453)

(453)

Share based payment expense of subsidiary

14

-

-

192

-

192

Exercise of share options


-

1

(1)

-

-

Balance at 31 December 2016


1,145

2,633

203

163

4,144

Year ended 31 December 2017:







Profit and total comprehensive income for the year


-

-

-

1,400

1,400

Issue of share capital

26

127

1,544

-

-

1,671

Dividends

10

-

-

-

(634)

(634)

Costs of raising equity

26

-

(76)

-

-

(76)

Share based payment expense of subsidiary

14

-

-

118

-

118

Exercise of share options


-

4

(4)

-

-

Balance at 31 December 2017


1,272

4,105

317

929

6,623

 

               

 

 

 

Consolidated statement of cash flows

For the year ended 31 December 2017

 


Notes

2017

£000s

2016

£000s

Cash flows from operating activities




Operating profit


1,195

1,151

Adjustments for:




Share-based payment expense

25

118

192

Depreciation of property, plant and equipment

13

137

134

Gain on disposal of property, plant and equipment

4

-

(17)

Amortisation and impairment of intangible assets

12

755

597

Gain on disposal of intangible assets

4

(24)

(13)

Release of provisions

22

(16)

(16)

Costs of acquisition

15

50

30

Changes in working capital:




(Increase)/decrease in trade and other receivables

16

(193)

177

Decrease in trade and other payables

19

(64)

(130)

Cash generated from operations


1,958

2,105

Interest paid


(147)

(111)

Income taxes paid


(246)

(292)

Net cash inflow from operating activities


1,565

1,702

Investing activities




Purchase of intangible assets

12

(868)

(887)

Proceeds on disposal of intangibles


114

42

Purchase of property, plant and equipment

13

(52)

(124)

Proceeds on disposal of property, plant and equipment


-

20

Business acquisitions, net of cash acquired

15

(2,460)

(325)

Payment of deferred considerations


(52)

(23)

Interest received

7

18

4

Net cash used in investing activities


(3,300)

(1,293)





Financing activities




Proceeds from issue of own shares


1,345

68

Repayment of deferred consideration debentures

17

(295)

(375)

Proceeds of new bank loans


1,851

2,175

Repayment of bank loans and borrowings

17

(90)

(1,807)

Payment of finance leases obligations

18

(47)

(41)

Dividends paid

10

(634)

(453)

Net cash generated from/(used in) financing activities


2,130

(433)

Net increase/(decrease) in cash and cash equivalents


395

(24)

Cash and cash equivalents at beginning of year


1,187

1,211

Cash and cash equivalents at end of year


1,582

1,187

 

Changes in liabilities arising from financing activities     

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's Consolidated Statement of Cash Flows as cash flows from financing activities.     


At
1 January
2017

Financing
cash flows

Other
changes

At
31 December
2017

Bank loans

2,072

1,761

27

3,860

Finance lease liabilities

128

(47)


81

Deferred consideration

287

(295)

8

-

Total liabilities from financing activities

2,487

1,419

35

3,941

 

Major non-cash transactions   

During the year the Group entered into a number of non-cash transactions as follows:

The Group issued shares as part consideration for the acquisition of Besley Hill, as disclosed further in note 15.The fair value of these shares was £250,000.

Company Statement of Cash Flows      

The Company has not held any cash and cash-equivalents during the year or the comparative year. During the prior year the Company entered into a number of equity transactions which were enacted via intercompany accounts. Accordingly, the Directors have not presented a Company Statement of Cash Flow              

 

 

 

Notes to the financial statements

For the year ended 31 December 2017

 

1      Accounting policies

Company information

Hunters Property Plc ("the Company") is a public limited company domiciled and incorporated in England and Wales. The registered office is Apollo House, Eboracum Way, York, North Yorkshire, YO31 7RE. The consolidated financial information (or "financial statements") incorporate the financial information of the Company and entities (its subsidiaries) controlled by the Company (collectively comprising the "Group").

The principal activity of the Group is the provision of property services to consumers and businesses which include sales, lettings, franchising and related services.

1.1    Accounting convention

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2017 or 2016, but is derived from those accounts.  Statutory accounts for 2016 have been delivered to the Registrar of Companies and those for 2017 will be delivered following the Company's Annual General Meeting.  The auditors have reported on those accounts: their reports were unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under Sections 498(2) or (3) of the Companies Act 2006. 

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention

1.2    Basis of consolidation           

The Group financial information consolidates those of the Company and the subsidiaries that the Company has control of. Control is established when the Company is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary.

Where a subsidiary undertaking, or unincorporated business, is acquired/disposed of during the year, the consolidated profits or losses are recognised from/until the effective date of the acquisition/disposal.

All inter-company balances and transactions between group companies have been eliminated on consolidation.

Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by the Group.

The Group applies the acquisition method of accounting for business combinations enacted after the date of creation of the Group following incorporation of Hunters Property Plc, as detailed further below. The consideration transferred by the Group to obtain control of a subsidiary or unincorporated business is calculated as the sum of the acquisition-date fair value of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group. Acquisition costs are expensed as incurred.

The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in an acquired subsidiary's (or unincorporated business's) financial information prior to the acquisition. Assets acquired and liabilities assumed are measured at their acquisition-date fair values.

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the fair value of consideration transferred, over the Group's share of the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately.

A change in the ownership interest of a subsidiary or unincorporated business, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary or unincorporated business, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

The Group has applied the principles of merger accounting in consolidating the results, as control was only acquired by Hunters Property Plc via a share-for-share exchange on 27 March 2015. Merger accounting requires that the results of the Group are presented as if the Group has always been in its present form, and does not require a re-evaluation of fair values as at the point of acquisition. Accordingly, as a result of this merger accounting a merger reserve is recognised within equity which represents the difference between the net assets of the Group and the retained profits recognised by the Group as at 27 March 2015.

1.3    Going concern

As at the year end the Group has net current assets. The nature of the Group's trade is that there exist intangibles which generate significant cashflows, and are expected to continue doing so. The Group has sufficient unused facility available in its bank financing as disclosed in note 17.

The Directors have considered 12 month cashflow forecasts from the date of approval of the financial statements, and do not foresee any cashflow issues arising. Taking these factors into account, as at the time of approving the financial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4    Revenue

Revenue represents the amount receivable for the provision of services during the year, excluding VAT and trade discounts. Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be measured reliably.

Revenue from residential, commercial and land sales is recognised on the basis of exchange of contract.

Revenue from commission earned as letting agents is recognised in the month in which the income is received and when there is fulfilment of all but inconsequential or perfunctory actions.

At inception of a franchisee contract, revenue is recognised upfront which matches to the profile of estimated incurred costs of time and knowledge to create the franchiser-franchisee contractual arrangement. No amounts are deferred as the Directors are of the opinion that virtually all inception costs are incurred at the outset, and hence although contracts run for several years this policy is considered to be the fairest presentation to comply with the matching and accruals concepts.

Revenue from franchisee management service fees are recognised monthly in arrears, calculated by reference to the terms of the contract and the value of sales attributable to each franchisee.

Financial services revenue is recognised at the later of the policy inception date or confirmation of entitlement to the commission.

Deferred income arises where services are invoiced in advance of performance. The amount is released to the profit or loss in subsequent periods in reference to the stage of completion of the transaction at the reporting date.

Where the Group identifies rights to the economic benefits of other sources of income through fulfilment of certain performance criteria, the income is recognised in the relevant accounting period when those conditions are fulfilled, net of VAT.

1.5    Intangible fixed assets - goodwill

Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identifiable and separately recognised. See note 15 for information on how goodwill is initially determined. After initial recognition, goodwill is measured at cost less accumulated impairment losses. See note 1.9 for a description of impairment testing procedures.

1.6    Intangible fixed assets other than goodwill     

Intangible assets are initially measured at cost. Where intangible assets are acquired as part of a business combination, cost is determined by reference to a fair value estimation technique as disclosed further in note 15. After initial recognition, intangible assets are recognised at cost less any accumulated amortisation and any accumulated impairment losses.

The depreciable amount of an intangible asset with a finite useful life is allocated on a systematic basis over its useful life. Amortisation begins when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.

The amortisation period and the amortisation method for intangible assets with a finite useful life is reviewed each financial year-end. If the expected useful life of the asset is different from previous estimates, the amortisation period is changed accordingly.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software                                                 3-7 years or over the life of the license
Franchise development costs Over the life of the franchise contract (typically 10-15 years)
Brands                                                    10 years
Customer lists                                         2-15 years

1.7    Property, plant and equipment            

Property, plant and equipment are recognised as an asset only if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

An item of property, plant and equipment that qualifies for recognition as an asset is measured at its cost. Cost of an item of property, plant and equipment comprises the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

After recognition, all property, plant and equipment are carried at cost less any accumulated depreciation and any accumulated impairment losses.

Depreciation is provided at rates calculated to write down the cost of assets, less estimated residual value, over their expected useful lives on the following basis:

Leasehold land and buildings                  Straight line over the life of the lease
Plant and machinery                                                25% Reducing balance
Fixtures, fittings and equipment                              25% Reducing balance or 10%-33% straight line
Motor vehicles                                                         25% Straight line

The residual value and the useful life of an asset are reviewed at least at each financial year-end and if expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying value of the asset and are recognised in profit or loss.

1.8    Non-current investments

A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Other investments in equity instruments that have a quoted market price in an active market and other equity instruments whose fair value can be reliably measured are measured at fair value; otherwise investments in equity instruments are measured at cost less accumulated impairment losses.

1.9    Impairment of non-current assets

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash flows. As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors goodwill.

Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An asset or cash-generating unit is impaired when its carrying amount exceeds its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value.

The impairment loss is allocated to reduce the carrying amount of the asset, first against the carrying amount of any goodwill allocated to the cash-generating unit, and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment loss is reversed if the asset's or cash-generating unit's recoverable amount exceeds its carrying amount.

1.10  Financial instruments

Loans and receivables    

Financial assets are recognised in the statement of financial position when, and only when, the Group becomes a party to the contractual provisions of the instrument.

All financial assets excluding investments are classified as loans and receivables; these comprise trade and other receivables and cash and cash equivalents. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

Financial assets are initially recognised at fair value plus directly attributable transaction costs.

After initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

If there is objective evidence that there is an impairment loss on loans and receivables, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account.

A financial asset is derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred.

Financial assets held for trading   

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by IAS 39. The Company has not designated any financial assets upon initial recognition as at fair value through profit or loss.

Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments.

Financial assets at fair value through profit and loss are carried in the Statement of Financial Position at fair value with changes in fair value recognised in finance revenue or finance expense in the Statement of Comprehensive Income.

Impairment of financial assets      

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets 

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities include borrowings and trade and other payables.

Financial liabilities are obligations to pay cash or other financial assets and are recognised in the statement of financial position when,
and only when, the Group becomes a party to the contractual provisions of the instrument.

Financial liabilities are initially recognised at fair value adjusted for any directly attributable transaction costs.

After initial recognition, financial liabilities are measured at amortised cost using the effective interest method, with the effective interest recognised as an expense in finance costs.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

1.11  Equity instruments

Share capital represents the nominal value of shares that have been issued.

Share premium represents the excess consideration received over share capital upon the sale of shares, less any incidental costs of issue.

Retained earnings include all current and prior period retained profits.

Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The merger reserve has arisen as described in note 1.2.

Within the Company, the share option reserve is recognised in respect of the cumulative fair value of share options recognised, net of issues made, where the benefit of the services received under the share option are recognised within subsidiaries of the Company. Once the share option is exercised, the element included within this reserve for fair values expensed is transferred to the share premium account. Full details on share options existing as at the year end is given in note 25.

1.12  Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases.

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). However, for deductible temporary differences associated with investments in subsidiaries a deferred tax asset is recognised when the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

1.13  Provisions

Provisions are recognised when the Group has a legal or constructive present obligation as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision in measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

1.14  Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15  Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16  Share-based payments

The fair value of equity-settled share based payments to employees is determined at the date of grant and is expensed on a straight-line basis over the vesting period based on the Group's estimate of shares or options that will eventually vest. Full disclosure of the calculation models is given in note 25.

1.17  Leases

The economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards of ownership of the leased asset. Where the Group is a lessee in this type of arrangement, the related asset is recognised at the inception of the lease at the fair value of the leased asset or, if lower, the present value of the lease payments plus incidental payments, if any. A corresponding amount is recognised as a finance lease liability.

This liability is reduced by lease payments net of finance charges. The interest element of lease payments represents a constant proportion of the outstanding capital balance and is charged to profit or loss, as finance costs over the period of the lease.

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

1.18  Standards, amendments and interpretations adopted in the year

The current standards, amendments and interpretations have been adopted in the year and have not had a material impact on the reported results in the Group and Company's financial statements:

·      IAS 7 'Statement of Cash Flows': amendments in respect of the disclosure initiative.

·      IAS 12 'Income Taxes': amendment in relation to the recognition of deferred tax assets for unrealised losses.

·      Annual improvements to IFRS's (2012-2014).

Disclosures have been extended in the current reporting period to reflect the updated requirements of IAS 7 'Statement of Cash Flows'.

1.19  Standards, amendments and interpretations in issue but not yet effective

At the authorisation of these financial statements, the Group has not applied the following new and revised standards that have been issued but are not effective yet and in some cases have not been adopted by the EU:


EU effective date - period beginning on or after

Amendments to IAS 40 'Investment Property' for transfers of investment property

1 January 2018 *

Amendments to IAS 28 'Long-term Interests in Associates and Joint Ventures' around the application of
the equity method

1 January 2019 *

IFRS 9 'Financial Instruments'

1 January 2018

Amendments to IFRS 9 'Financial Instruments' for termination rights

1 January 2019 *

IFRS 16 'Leases'

1 January 2019

Annual improvements to IFRS's (2015-2017)

1 January 2019 *

IFRIC 22 'Foreign Currency Transactions and Advance Consideration'

1 January 2018 *

Amendments to IFRS 4 'Insurance Contracts' around interaction with IFRS 9

1 January 2018

IFRIC 23 'Uncertainty over Income Tax Treatments'

1 January 2019 *

Amendments to IFRS 2 'Share-based Payment' for classification and measurement of share-based payment transactions

1 January 2018 *

IFRS 17 'Insurance Contracts' and subsequent withdrawal of IFRS 4 'Insurance Contracts'

1 January 2021 *

IFRS 15 'Revenue from Contracts with Customers', including clarifications made to the standard since initial release

1 January 2018

 

* These standards, amendments and interpretations have not yet been endorsed by the EU and the dates shown are the expected dates.

The adoption of IFRS 16 'Leases' is expected to have a material impact on the reported assets and liabilities on the Statement of Financial Position, although there is not expected to be any material impact from this standard on the reported results of the Group. The adoption of IFRS 9 'Financial Instruments' is not expected to impact on the reported values in the financial statements as the Group does not use complex financial instruments, although the standard may require some minor disclosure adjustments.

All other amendments, including the adoption of IFRS 15, are not expected to have a material impact on the Group's financial statements.

 

2      Judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:

Basis of consolidation

The Group was formed on 27 March 2015 when Hunters Property PLC acquired shares in its subsidiaries through a share-for-share exchange. This type of common control transaction falls outside the scope of IFRS 3 and therefore UK GAAP has been referred to for best practice guidance. The result is that the Group adopted merger accounting as a basis for the Group consolidation.

Franchisee revenue & intangible assets

Franchisee sign up fees are recognised upfront at the inception of a franchisee contract, which in the Directors' opinion matches to the estimated cost of time and knowledge to create the franchiser-franchisee contractual arrangement.

Franchisee Development Grants ("FDG's") are recognised at the inception of certain contracts with franchisees, and are provided in order to assist with the transition of franchisees to the Hunters brand name. These intangibles are amortised over the life of the franchise contract, typically 10-15 years.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Provisions

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date. Each period the Directors assess the risks and uncertainties surrounding the obligation and review the discount rates applied when calculating the present value. When reviewing the discount rates the Directors refer to the Group weighted average cost of capital. Further details on the assumptions made for specific provisions are disclosed in note 22.

Business combinations and goodwill

The Group has made acquisitions during the year and comparative year. Judgements and estimations are made in respect of the recognition of the acquisition as a separable business, and of measurement of the provisional fair values of assets and liabilities acquired and the consideration transferred. Furthermore, estimation techniques have been used to value the intangibles acquired.

The Directors test annually for impairment of the Group's intangible assets and goodwill, details of which are given in note 12.

Accounting for acquired lettings books

The Group has acquired lettings books in the current and comparative year. Although each of these books are subsumed within the overall trade of the Group, the originally acquired book is separable and tradable in its own right, although following acquisition is managed by existing Group staff and systems. The Directors consider that recognition under IFRS 3 'Business Combinations' is the most suitable accounting treatment.

 

3      Revenue 

IFRS 8, Operating Segments, requires operating segments to be identified on the basis of internal reports of the Group that are regularly reviewed by the Group's chief operating decision maker. The chief operating decision maker of the Group is considered to be the Board of Directors.

The Group has operating segments: Residential Sales, Lettings, and Franchising. Due to the specific nature of the Group's market, each component of revenue naturally falls within one of these segments. The operating segments are monitored by the Group's chief operating decision maker and strategic decisions are made on the basis of adjusted segment operating results. All assets, liabilities and revenues are located in, or derived in, the United Kingdom.

The Group does not have any major customers which account for 10% or more of revenues.

Segmental analysis of revenue


2017

£000s

2016

£000s

Residential sales

4,609

5,042

Lettings sales

3,210

3,176

Franchisee revenues

4,648

4,035

Other

1,702

1,580


14,169

13,833

 

Revenue analysed by geographical market               


2017

£000s

2016

£000s

United Kingdom

14,169

13,833

 

Further disclosure of the segmental analysis of goodwill is made in note 12. Due to the nature of operations, the Directors, as the chief operating decision-making body, review financial information for the Group's overall business and have identified a single operating segment at cost and asset / liability levels. Accordingly, further disclosure has not been made of these elements.

 

4      Operating profit        


2017

 £000s

2016

£000s

Operating profit for the year is stated after charging/(crediting):



Depreciation of owned property, plant and equipment

107

120

Depreciation of property, plant and equipment held under finance leases

30

14

Gain on disposal of property, plant and equipment

-

(30)

Amortisation of intangible assets

755

597

Gain on disposal of intangible assets

(24)

(13)

Share-based payments (note 25)

118

192

Operating lease charges (including property rent)

668

724

 

The Group's subsidiary Realcube Limited has undertaken Research & Development activities on which tax credits were received totalling £22,000 (2016 - £nil). Expenses in relation to this are included within employment costs.

 

5      Auditor's remuneration       


2017

£000s

2016

£000s

Fees payable to the Company's auditor and its associates:



For audit services



Audit of the financial statements of the Group and Company

15

15

Audit of the Company's subsidiaries

27

25


42

40

 

In addition to the above, there were £1,000 of non-audit fees paid to the Group's auditors for a review of compliance with financing covenants in each of the current and comparative years.

 

6      Employees        

The average monthly number of persons (including Directors) employed by the Group during the year was:


Group

Company

2017

Number

2016

Number

2017

Number

2016

Number

Directors

5

5

5

5

Sales and administration

184

184

-

-


189

189

5

5

 

Their aggregate remuneration comprised:


Group

Company

2017

£000s

2016

£000s

2017

£000s

2016

 £000s

Wages and salaries

5,530

5,718

-

-

Social security costs

522

511

-

-

Pension costs

128

89

-

-


6,180

6,318

-

-

 

Details of Directors' remuneration is provided in note 30.

 

7      Finance income


2017

£000s

2016

£000s

Interest income



Interest on bank & similar deposits

18

4

Total income

18

4




Interest income includes the following:



Interest on financial assets not measured at fair value through profit or loss

18

4

 

8      Finance costs 


2017

£000s

2016

£000s

Interest on financial liabilities measured at amortised cost:



Interest on bank overdrafts and loans

163

98

Interest on finance leases

11

13


174

111

Other finance costs:



Unwinding of discount on loans and borrowings

6

50

Unwinding of discount on provisions

5

7


11

57

Total finance costs

185

168

 

9      Taxation           


2017

£000s

2016

£000s

Current tax



UK corporation tax on profits for the current period

314

246

Adjustments in respect of prior periods

(22)

(1)

Total current tax

292

245

Deferred tax



Origination and reversal of temporary differences

(84)

(31)

Changes in tax rates

(45)

(21)

Deferred tax on share-based payments charge

(30)

(12)

Total deferred tax

(159)

(64)

Total tax charge

133

181

 

The charge for the year can be reconciled to the profit per the Consolidated Statement of Comprehensive Income as follows:


2017

 £000s

2016

£000s




Profit before taxation

1,028

987

Expected tax charge based on a corporation tax rate of 19.25% (2016 - 20%)

198

197

Tax effect of expenses that are not deductible in determining taxable profit

4

4

Tax effect of utilisation of tax losses not previously recognised

-

(6)

Effect of change in corporation tax rate

(45)

(21)

Depreciation on assets not qualifying for tax allowances

3

2

Amortisation on assets not qualifying for tax allowances

17

8

Share based payment charge

(25)

(5)

Under provided in prior years (in respect of R&D)

(22)

(1)

Other adjustments

3

3

Total tax charge

133

181

 

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


2017

£000s

2016

£000s

Deferred tax:



Change in estimated excess tax deductions related to share based payments

26

(52)

 

The UK corporation tax rate was 20% until 31 March 2017, and 19% thereafter.

A reduction in the UK corporation tax rate from 19% to 17% (effective from 1 April 2020) was enacted in March 2017. These rates have therefore been considered when calculating deferred tax at the reporting date. Deferred tax balances at the reporting date are measured at 17% (2016: 18%) except when the timing difference is expected to be substantially unwound before 1 April 2020, in which case a rate of 19% has been used to measure the balance.

 

10    Dividends          


2017

Per share

2016

Per share

2017

£000s

2016

 £000s

Amounts recognised as distributions to equity holders:





Final paid (pence per share)

1.30

1.00

412

283

Interim paid (pence per share)

0.70

0.60

222

170


2.00

1.60

634

453

 

The proposed final dividend for the year ended 31 December 2017 is:


2017

2016

Per share

Total

 £000s

Per share

Total

£000s

Ordinary shares (pence per share)

1.50

477

1.30

412

 

The proposed final dividend is subject to approval by shareholders and has not been included as a liability in these financial statements.

 

11    Earnings per share   

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


2017

£000s

2016

 £000s

Earnings



Earnings for the purpose of basic earnings per share being net
profit attributable to owners of the parent

895

806

Effects of dilutive potential ordinary shares

-

-

Earnings for the purposes of diluted earnings per share

895

806

 


2017

No.

2016

No.

Number of shares



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

31,022,076

28,365,454

Net weighted average number of dilutive potential ordinary shares for the purposes of dilutive earnings per share

1,282,143

1,264,396

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

32,304,219

29,629,850

Basic earnings per share (pence per share)

2.89

2.84

Diluted earnings per share (pence per share)

2.77

2.72

 

In each period there were share options outstanding. As at 31 December 2017 these were mostly in the money, and are due to expire at various stages over the next 10 years.

The Directors use adjusted earnings before time-value interest, interest income, amortisation, costs of acquisition, and share-based payment expenses ("Adjusted Earnings") as a measure of ongoing profitability and performance. The calculated Adjusted Earnings for the current period of accounts is as follows:


2017

 £000s

2016

 £000s

Profit after taxation attributable to equity owners of the parent

895

806

Adjusted for:



Time-value interest costs

11

57

Interest income

(18)

(4)

Amortisation

755

597

Costs of acquisition

50

30

Share-based payment expense

118

192

Adjusted Earnings

1,811

1,678

Basic Adjusted Earnings per share (pence per share)

5.84

5.92

 

12    Goodwill and other intangible assets

Group

Goodwill

£000s

Software

£000s

FDG's & rebrands

£000s

Brands

£000s

Customer lists

£000s

Total

£000s

Cost







At 1 January 2016

4,008

593

1,118

634

1,662

8,015

Additions - separately acquired

-

27

857

3

-

887

Additions - business combinations

-

-

-

-

378

378

Disposals

-

-

(36)

-

-

(36)

At 31 December 2016

4,008

620

1,939

637

2,040

9,244

Additions - separately acquired

-

138

730

-

-

868

Additions - business combinations

653

-

-

-

2,447

3,100

Disposals

-

-

(106)

-

-

(106)

At 31 December 2017

4,661

758

2,563

637

4,487

13,106

Amortisation and impairment







At 1 January 2016

35

40

129

77

322

603

Amortisation charged for the year

-

85

131

64

317

597

Disposals

-

-

(7)

-

-

(7)

At 31 December 2016

35

125

253

141

639

1,193

Amortisation charged for the year

-

90

209

65

391

755

Disposals

-

-

(16)

-

-

(16)

At 31 December 2017

35

215

446

206

1,030

1,932

Carrying amount







At 31 December 2017

4,626

543

2,117

431

3,457

11,174

At 31 December 2016

3,973

495

1,686

496

1,401

8,051

 

The Company had no intangible assets as at 31 December 2017 or 31 December 2016.

Franchise Development Grants ("FDG's") and rebrand costs are expenses incurred at the inception of certain contracts with franchisees in order to assist with the transition to using the Hunters brand name. The amounts invested are amortised over the minimum life of the underlying franchise contract, typically 10 to 15 years.

The Group tests goodwill annually for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is assessed for impairment by comparing the carrying values with the value-in-use calculation, which is determined by calculating the net present value (NPV) of future cash flows arising from the original acquired business.

The NPV of future cash flows is based on budgets and forecasts for the next 5 years to 2022, using growth rates of 0% - 3% based on past experience and outlook. Thereafter growth is assumed to be 0% - 3% in to perpetuity based on long term housing sector growth rates and current housing transaction volumes. A discount rate of between 10% and 12% has been used based on the Group's estimated cost of capital, and varied based on the risk profile of the underlying asset.

The key sensitivities in assessing the value in use of goodwill are forecast cashflows and the discount rate applied as follows:

·      A 1% reduction in long term growth rates would have no impact on carrying values; and

·      A 2% increase in the discount applied would have no impact on carrying values.      

No reasonably possible change in assumptions has been identified that would lead to a material impairment.

The carrying amounts of goodwill have been assigned to the following cash-generating units:         

Group

2017

£000s

2016

£000s

Residential sales

1,330

1,330

Lettings

561

561

Franchising

2,701

2,048

Other

34

34


4,626

3,973

 

13    Property, plant and equipment      

Group

Leasehold land and buildings

£000s

Plant and machinery

£000s

Fixtures, fittings and equipment

£000s

Motor
vehicles

£000s

Total

£000s

Cost






At 1 January 2016

12

455

37

83

587

Additions

4

43

174

5

226

Disposals

-

(1)

-

(48)

(49)

At 31 December 2016

16

497

211

40

764

Additions

-

51

1

-

52

At 31 December 2017

16

548

212

40

816

Depreciation and impairment






At 1 January 2016

9

189

18

31

247

Depreciation charged in the year

2

87

15

30

134

Eliminated in respect of disposals

-

-

-

(46)

(46)

At 31 December 2016

11

276

33

15

335

Depreciation charged in the year

1

78

42

16

137

Eliminated in respect of disposals

-

-

-

-

-

At 31 December 2017

12

354

75

31

472

Carrying amount






At 31 December 2017

4

194

137

9

344

At 31 December 2016

5

221

178

25

429

 

The Company had no property, plant and equipment assets at 31 December 2017 or 31 December 2016.

The net carrying value of property, plant and equipment includes the following in respect of assets held under finance leases or hire purchase contracts, which are secured by the lessors' title to the assets. The depreciation charge in respect of such assets amounted to £40,901 (2016 - £24,622) for the year.

Group

2017

£000s

2016

£000s

Fixtures, fittings and equipment

81

172

Motor vehicles

-

11


81

183

 

Bank borrowings are secured by a fixed and floating charge over the current and future assets of the Group that include the property plant and equipment, as disclosed further in note 17.

 

14    Investments     


Notes

Group

Company

2017

£000s

2016

 £000s

2017

£000s

2016

 £000s

Investments in subsidiaries

32

-

-

867

867

Other investments in subsidiaries

32

-

-

322

204

Unlisted investments


1

1

-

-



1

1

1,189

1,071

 

Movements in non-current investments     

Group

Shares

£000s

Cost or valuation


At 1 January 2016, 31 December 2016 and 31 December 2017

1

Carrying amount


At 31 December 2017

1

At 31 December 2016

1

 

Company

Equity investments in subsidiaries

£000s

Other investments in subsidiaries

£000s

Total

£000s

Cost




At 1 January 2016

867

12

879

Additions through share based payment expense

-

192

192

At 31 December 2016

867

204

1,071

Additions through share based payment expense

-

118

118

At 31 December 2017

867

322

1,189

Impairment




At 1 January 2017

-

-

-

At 31 December 2017

-

-

-

Carrying amount




At 31 December 2017

867

322

1,189

At 31 December 2016

867

204

1,071

 

15    Business combinations         

Acquisition of Besley Hill 

On 24 March 2017 the Group acquired Besley Hill, in a trade acquisition. The consideration paid totalled £2,500,000, being settled by £2,250,000 paid in cash, and an issue of £250,000 worth of Ordinary shares in Hunters Property Plc.

As part of the acquisition, the Directors have identified an intangible asset, being the franchisee contracts, including a renewal expectation, being determined by using the average value of the contracts, growing at 2% per annum, and discounted at 12% per annum to determine the present value.               


Carrying value

£000s

Fair value adjustments

 £000s

Fair value recognised on acquisition

£000s

Assets




Intangible assets - customer lists

-

2,253

2,253

Total assets

-

2,253

2,253

Liabilities




Deferred tax liabilities

-

(406)

(406)

Total liabilities

-

(406)

(406)

Total identifiable net assets

-

1,847

1,847

Goodwill arising on acquisition



653

Purchase consideration transferred



2,500

 

The analysis of the cash flows on acquisition is: 


£000s

Transaction costs of the acquisition

(45)

Cash and cash equivalents acquired on combination

-

Cash and cash equivalents paid for the combination

(2,250)

Net cash flow on acquisition

(2,295)

 

From the date of acquisition, Besley Hill contributed £367,264 of revenue and £110,027 of profit before tax from continuing operations of the Group. The directors do not consider it practical to disclose revenues and profits had the acquisition taken place at the start of the year.

Acquisition of a lettings book         

In March 2017 the Group acquired a lettings book. The consideration paid totalled £160,000, being settled in cash.

As part of the acquisition, the Directors have identified an intangible asset, being the lettings book. This was determined to be equal to the amount paid for the book, after adjustment for deferred tax. Historical data and forecasts have been used, together with a 10% discount rate (reduced to reflect the relatively low risk profile of a lettings book acquisition) and an assumption of a useful life of 12 years for the lettings book to estimate the fair value of this intangible.               


Carrying value

£000s

Fair value adjustments

£000s

Fair value recognised on acquisition

£000s

Assets




Intangible assets - customer lists

-

194

194

Total assets

-

194

194

Liabilities

-



Deferred tax liabilities

-

(34)

(34)

Total liabilities

-

(34)

(34)

Total identifiable net assets

-

160

160

Goodwill arising on acquisition



-

Purchase consideration transferred



160

 

The analysis of the cash flows on acquisition is: 


£000s

Transaction costs of the acquisition

(5)

Cash and cash equivalents acquired with the lettings book

-

Cash and cash equivalents paid for the lettings book

(160)

Net cash flow on acquisition

(165)

 

From the date of acquisition, the lettings book contributed £35,691 of revenue and £22,141 of profit before tax from continuing operations of the Group. The directors do not consider it practical to disclose revenues and profits had the acquisition taken place at the start of the year.

 

16    Trade and other receivables          


Group

Company

2017

£000s

2016

£000s

2017

£000s

2016

£000s

Amounts falling due within one year:





Trade receivables

1,103

852

-

-

Amounts due from subsidiary undertakings

-

-

5,482

3,120

Other receivables

78

144

-

-

Prepayments and accrued income

464

456

-

-


1,645

1,452

5,482

3,120

 

Trade receivables at the reporting date are shown above net of provisions.

Trade receivables are stated net of impairment for estimated irrecoverable amounts of £76,361 (2016: £93,271). This impairment has been determined by reference to past default experience and known issues. Write offs are made when the irrecoverable amount becomes certain. The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

Movement on the allowance for irrecoverable amounts on trade receivables are as follows:


2017

£000s

2016

£000s

Beginning of the year

93

125

Provision for bad receivables

2

15

Released during the year

(19)

(47)

End of the year

76

93

 

An analysis of the trade receivables past due but not impaired is:       


2017

 £000s

2016

 £000s

60 to 120 days

86

27

More than 120 days

72

135

Less provision

(76)

(93)

Total trade receivables past due but not impaired

82

69

Add:



Less than 60 days

1,021

783

Net trade receivables

1,103

852

 

The Directors consider the credit quality of trade and other receivables that are neither past due nor impaired to be good.

 

17    Borrowings

Group

2017

£000s

2016

£000s

Deferred consideration debenture loans

-

287

Bank loans

3,860

2,072


3,860

2,359

Payable within one year

77

366

Payable after one year

3,783

1,993

 

The Group holds two flexible loan facilities.

The first loan has a maximum facility amounting to £5,550,000; at the year end £3,597,106 had been drawn down and is disclosed as payable after one year. The loan has 5 year repayment terms and bears interest at 2.80% above Libor.

The second loan had an amount of £349,329 outstanding at the year end. The loan is repayable at £90,000 per annum and bears interest at 2.80% above Libor.

Included within the above are establishment fees of £85,000 (2016 - £88,000) which are netted off the total liability presented. The fees are expensed to the Income Statement on a straight line basis over the term of the loan.

Both the above bank loans are secured by a fixed and floating charge over the current and future assets of the Group. All of the Group's borrowings are due for repayment within five years.

Debenture loans relate to non-interest bearing loan notes issued as deferred consideration which were fully redeemed on 31 July 2017. These were carried at their present value, determined using the Company's discount rate of 10%. Finance costs were recognised as the debenture loan unwound towards maturity.

 

18    Obligations under finance leases

Future minimum lease payments due under finance leases:

Group

2017

£000s

2016

£000s

Within one year

26

58

In two to five years

71

97


97

155

Less: future finance charges

(16)

(27)


81

128

 

The finance leases relate to office equipment included within non-current assets. There are no lease incentives or contingent elements attaching to the leases.

 

19    Current trade and other payables           


Group

Company

2017

 £000s

2016

 £000s

2017

£000s

2016

£000s

Other taxation and social security

575

711

-

-

Trade payables

752

645

-

-

Other payables

249

260

-

-

Accruals and deferred income

715

760

26

27


2,291

2,376

26

27

 

20    Non-current trade and other payables   


Group

Company

2017

£000s

2016

 £000s

2017

£000s

2016

£000s

Other payables

19

52

-

-

 

21    Financial instruments          

Market and liquidity risks

The Group trades entirely within the UK property market, and accordingly there is a risk relating to the underlying performance of that market; this creates an exposure to the risk of large-scale failure in the property trading market which would have a corresponding impact on the results of the Group. The Directors monitor this risk closely with the intention to foresee downturns in trade.

Within the Group there exists a sizeable lettings division which generates a fixed percentage income based on the letting and management of properties owned by third parties, and the Directors consider this to be a more secure income stream and a suitable diversification of the trade and corresponding risk, based on historic performance where typically a downturn in the property trading market creates more buoyancy within the lettings market, and vice versa. As such, the Directors believe that the Group maintains sufficient liquidity and flexibility to continue trading through a potential downturn in the UK property market.

The Group has a bank loan and loan facility upon which interest is charged at 2.8% over the Bank of England base rate. The outstanding value of these bank loans at the year end are £3.945 million (2016 - £2.160 million). The directors do not consider that the Group is exposed to a material risk from fluctuations in these interest rates; had the base rate been 2.0% higher throughout the increased interest costs would have been approximately £88,000 (2016 - £43,000).

The Group makes use of structured loans to finance its acquisitions and ongoing trading activities as an alternative to overdraft financing, due to the certainty of repayment timings and predictable lower interest rates which attract to this. Accordingly, the Directors consider that the market risks arising from these interest-bearing loans are acceptable and minimal on a risk-reward profile compared to overdraft finance.

Similarly, fixed rate finance lease agreements are used to acquire property, plant and equipment; this ensures that the Group maintains its existing working capital and ensures certainty of costs at the point of acquisition of those assets.

The Group does not trade in overseas markets and has no financial instruments denominated in non-Sterling currencies, and accordingly it has no exposure to currency risks.

Credit risk

The Group does not make sales under the traditional credit term agreement model, with cash typically being recognised at the completion date of property or upon receipt of regular rent from tenants; credit is, however, granted to franchisees, financial services partners and survey & valuation partners.

The highest risk exposure is in relation to loans and franchisees. The Group closely monitors the performance of its franchisees, on a frequent and ongoing basis. Operationally the Group are actively involved in the running of the franchising businesses, including frequent exchange of financial and key performance data, and are able to manage their own credit risk by using this knowledge to minimise exposure to potential bad debt. Additionally, franchisees are encouraged to remit via Direct Debit arrangements, which helps to maintain the Group's working capital whilst mitigating against long-term credit risk exposure.

Only reputable and accredited partners are used, and ledger balances are carefully monitored to minimise exposure to material credit risk. The Group's maximum exposure is represented by the carrying amounts in the financial statements, which are shown in the table below.

Capital management        

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and other stakeholders. The Group manages the capital structure, being cash and cash equivalents, availability of longer term bank funding, and reinvestment of a proportion of profits generated, and makes changes in light of movements in economic conditions. In order to maintain or adjust the capital structure, the Group may adjust its borrowings and investment decisions, as evidenced when bank borrowing arrangements were replaced during the comparative year.

       


Group

Company

2017

£000s

2016

£000s

2017

£000s

2016

£000s

Carrying amount of financial assets





Debt instruments measured at amortised cost

2,762

2,182

5,483

3,120

Equity instruments measured at cost less impairment

1

1

1,188

1,071


2,763

2,183

6,671

4,191

Carrying amount of financial liabilities





Measured at amortised cost

4,962

3,442

26

26

 

The undiscounted contractual maturity analysis for Group financial instruments is shown below. The maturity analysis reflects the contractual undiscounted cashflows, including future interest charges, which may differ from the carrying value of the liabilities as at the reporting date.

Financial assets

Demand and less than
3 months

From
3 to 12 months

From
12 months
to 2 years

From
2 to 5
years

Total

Trade and other receivables

996

-

-

-

996

Cash and cash equivalents

1,187

-

-

-

1,187

As at 31 December 2016

2,183

-

-

-

2,183

Trade and other receivables

1,181

-

-

-

1,181

Cash and cash equivalents

1,582

-

-

-

1,582

As at 31 December 2017

2,763

-

-

-

2,763

 

Financial liabilities

Demand and less than 3 months

From 3 to 12 months

From 12 months to 2 years

From 2 to 5 years

Total

Trade and other payables

887

17

23

17

944

Debenture loans

-

295

-

-

295

Bank loans and overdrafts

23

56

90

1,904

2,073

Other loans

-

19

-

-

19

Finance leases

8

38

26

55

127

As at 31 December 2016

918

425

139

1,976

3,458

Trade and other payables

1,001

-

-

-

1,001

Other loans

-

19

-

-

19

Bank loans and overdrafts

23

55

90

3,693

3,861

Finance leases

4

14

21

42

81

As at 31 December 2017

1,028

88

111

3,735

4,962

 

22    Provisions for liabilities    


Notes

Group

2017

£000s

2016

£000s

Contingent acquisition costs


-

20

Office dilapidations provision


55

46



55

66

Deferred tax liabilities

23

768

456



823

522

 

Movements on provisions apart from deferred tax liabilities:

Group

Contingent acquisition costs

£000s

Office dilapidations provision

£000s

Total

 £000s

At 1 January 2016

37

38

75

Additional provisions in the year

-

4

4

Utilisation of provision

(20)

-

(20)

Unwinding of discount

3

4

7

At 31 December 2016

20

46

66

Additional provisions in the year

-

4

4

Release of provision

(20)

-

(20)

Unwinding of discount

-

5

5

At 31 December 2017

-

55

55

 

The contingent acquisition costs relate to amounts provided in respect of contingent payments due arising from the acquisition of Hunters Group Limited during the year to 31 December 2014. The provision is discounted to present value, and was cleared in July 2017 when the amount was ultimately found to not be due.

The office dilapidations provision has been created in respect of restoration costs anticipated for an office leased by the Group. The provision is anticipated to result in an ultimate cash outflow of £75,000 by the end of 2019.

 

23    Deferred taxation     

The following is the analysis of the deferred tax balances for financial reporting purposes:

Group

Liabilities

Assets

2017

 £000s

2016

£000s

2017

 £000s

2016

£000s

Accelerated capital allowances

36

46

-

-

Fair value adjustments to intangible assets on business combinations

716

410

-

-

Share based payments

-

-

68

64

Dilapidations provision

-

-

10

8

Financial instrument spreading

16

-

-

-

Other provisions and accruals

-

-

9

10


768

456

87

82

 

The Company did not have any deferred tax balances as at 31 December 2017 or 31 December 2016.

Group

2017

 £000s

2016

 £000s

Movements in the year:



Net liability at 1 January 2017

374

422

Credit to profit and loss

(114)

(43)

Credit to equity

26

(52)

Effect of change in tax rate - income statement

(45)

(21)

Acquired on business combinations

440

68

Net liability at 31 December 2017

681

374

 

Movements by category of deferred tax are as follows:      


Liability/(asset) at
1 January 2016

£000s

Charge
to profit
or loss

£000s

Effect of change in
tax rate

£000s

Acquired on business combinations & other

£000s

Liability/(asset) at
31 December 2016

£000s

Accelerated capital allowances

19

30

(3)

-

46

Decelerated capital allowances

(17)

17

-

-

-

Fair value adjustments to intangible
assets on business combinations

446

(85)

(19)

68

410

Dilapidations provision

(7)

(1)

-

-

(8)

Share based payments

-

(12)

-

(52)

(64)

Other provisions and accruals

(19)

8

1

-

(10)

Net deferred tax movement

422

(43)

(21)

16

374

 


Liability/(asset) at
1 January 2017

£000s

Charge
to profit
or loss

£000s

Effect of change in
tax rate

£000s

Acquired on business combinations & other

£000s

Liability/(asset) at 31 December 2017

£000s

Accelerated capital allowances

46

(7)

(3)

-

36

Fair value adjustments to intangible
assets on business combinations

410

(92)

(42)

440

716

Dilapidations provision

(8)

(2)

-

-

(10)

Share based payments

(64)

(30)

-

26

(68)

Financial instrument spreading

-

16

-

-

16

Other provisions and accruals

(10)

1

-

-

(9)

Net deferred tax movement

374

(114)

(45)

466

681

 

Within RealCube Limited there exists tax losses totalling £449,657 (2016 - £431,528) on which no deferred tax asset is recognised, due to restrictions on the use of these losses and uncertainty on timing of potential utilisation.             

 

24    Retirement benefit schemes


2017

 £000s

2016

 £000s

Defined contribution schemes



Charge to profit and loss in respect of defined contribution schemes

128

89

 

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

 

25    Share-based payment transactions          

Group

Number of share options

Weighted average exercise price

2017

Number

2016

 Number

(As restated)

2017

£

2016

£

(As restated)

Outstanding at 1 January 2017

2,492,060

2,219,967

0.23

0.43

Granted

-

675,000

-

0.04

Exercised

(356,363)

(349,657)

0.28

0.19

Expired

(152,697)

(53,250)

0.42

0.73

Outstanding at 31 December 2017

1,983,000

2,492,060

0.22

0.23

Exercisable at 31 December 2017

972,750

935,060

0.10

0.25

 

The options exercised during the year had a weighted average share price on the date of exercise of £0.541.

The options outstanding at 31 December 2017 had an exercise price ranging from £0.04 to £0.73, and a remaining contractual life ranging between January 2018 and January 2026.

2016 has been restated to split out the pre-listing Director share options.

The options exist at 31 December 2017 across the following share option schemes:


Number
of shares

Exercise price
per share (£)

Fair value
of scheme

Vesting
period

Option name & date of issue





Pre-listing Employee share options

575,000

0.16

-

3 years

Pre-listing Director share options

425,000

0.16

-

3 years

Options issued January 2015

150,000

0.40

9,455

3 years

Options issued December 2015

158,000

0.73

1,063

3 years

Options issued January 2016 - 1

175,000

0.04

99,371

1 year

Options issued January 2016 - 2

175,000

0.04

97,429

2 years

Options issued January 2016 - 3

175,000

0.04

95,524

3 years

Options issued January 2016 - 4

150,000

0.04

81,681

Up to 3.25 years


1,983,000


384,523


 

The fair value of the schemes are being expensed over the vesting period. All share options expire 10 years after the date of issue.

 


Group

Company

2017

 £000s

2016

£000s

2017

£000s

2016

 £000s

Expenses recognised in the year





Arising from equity settled share based
payment transactions

118

192

-

-

 

26    Share capital  

Group and Company

2017

 £000s

2016

£000s

Ordinary share capital



Issued and fully paid



31,814,590 (2016 - 28,636,649) Ordinary shares of 4p each

1,272

1,145

 

The Company's sole class of equity shares carry one vote per share, and rank pari-passu in respect of dividend and capital distribution rights.


Ordinary Number

Reconciliation of movements during the year:


At 1 January 2017

28,636,649

Issue of fully paid shares

3,177,941

At 31 December 2017

31,814,590

 

During the year, 3,177,941 shares were issued at a total premium of £1,548,242. The Company incurred transaction costs relating to the issue of new shares of £75,933.

 

27    Share premium account        


Group

Company

2017

£000s

2016

£000s

2017

£000s

2016

£000s

At beginning of year

2,633

2,579

2,633

2,579

Issue of new shares

1,544

53

1,544

53

Share issue expenses

(76)

-

(76)

-

Exercise of share options

4

1

4

1

At end of year

4,105

2,633

4,105

2,633

 

During the period, shares were issued at a premium of £1,543,805, which related to a new issue enacted to fund the acquisition of Besley Hill, and also the exercise of share options granted in prior periods. On exercise, a transfer of £4,437 has been recognised from other reserves in respect of the fair value of share options expensed matching to the shares issued.

 

28    Guarantees and contingent liabilities    

At 31 December 2017 the Group held client monies in approved client accounts amounting to £4,768,610 (2016: £4,481,494). Neither the cash asset nor any corresponding obligation has been recognised by the Group.

The Company had no other contingent liabilities as at 31 December 2017.

 

29    Operating lease commitments        

Lessee 

Operating leases relating to land and buildings are on normal commercial terms with no rent-free periods or other incentives, and include requirements to restore sites at the end of the agreements for which amounts have been provided for. Other agreements relate to motor vehicles on terms of one to three years, with no lease incentives.

At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group

2017

£000s

2016

 £000s

Land and buildings



Within one year

526

617

Between two and five years

1,674

1,661

In over five years

1,696

1,763


3,896

4,041

Other



Within one year

63

22

Between two and five years

56

1


119

23


4,015

4,064

 

30    Directors' remuneration and transactions       


2017

 £000s

2016

 £000s

Remuneration for qualifying services

463

465

Company pension contributions to defined contribution schemes

28

25


491

490

 

The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2016 - 3).

During the year to 31 December 2017 the Directors received remuneration as follows:


Salary

£000s

Bonus

£000s

Benefits in kind £000s

Pension

 £000s

Total

£000s

Director






Ms G Frew

118

49

3

11

181

Mr H Hill

50

-

-

-

50

Mr K Hollinrake

59

-

2

5

66

Mr E Jones

109

42

1

12

164

Mr D Fielding

30

-

-

-

30

Total

366

91

6

28

491

 

During the year to 31 December 2016 the Directors received remuneration as follows:


Salary

£000s

Bonus

£000s

Benefits in kind £000s

Pension £000s

Total £000s

Director






Ms G Frew

112

50

3

11

176

Mr H Hill

54

-

-

-

54

Mr K Hollinrake

59

-

2

3

64

Mr E Jones

104

49

2

11

166

Mr D Fielding

30

-

-

-

30

Total

359

99

7

25

490

 

Share options

No Directors exercised share options during the current or prior year.

During the year the Directors of the Group received dividends as follows:


2017

£000s

2016

 £000s

Director



Ms G Frew

35

28

Mr H Hill

2

3

Mr K Hollinrake

84

67

Mr E Jones

74

58

Mr D Fielding

1

1


196

157

 

31    Related party transactions

Remuneration of key management personnel

The key management personnel are considered to be the Board of Directors and members. Refer to note 30 for details of key management personnel remuneration.

 

32    Subsidiaries

Details of the Company's subsidiaries at 31 December 2017 are as follows:

Name of undertaking and country
of incorporation or residency

Nature of business

Class of
shareholding

% Held

Direct

Indirect

Hunters Property Group Limited

England & Wales

Estate agents

Ordinary

100.00


Greenrose Network (Franchise) Limited

England & Wales

Franchising of estate agents

Ordinary


100.00

Hapollo Limited

England & Wales

Lettings and management of office spaces

Ordinary


100.00

Herriot Cottages Limited

England & Wales

Dormant

Ordinary


100.00

Hunters (Midlands) Limited

England & Wales

Estate agents

Ordinary


100.00

Hunters Financial Services Limited

England & Wales

Financial services

Ordinary


100.00

Hunters Franchising Limited

England & Wales

Franchising of estate agents

Ordinary


100.00

Hunters Group Limited

England & Wales

Intermediate holding company

Ordinary


100.00

Hunters Land & New Homes Limited

England & Wales

Dormant

Ordinary


100.00

Hunters Partners Limited

England & Wales

Franchising of estate agents

Ordinary


100.00

Hunters Survey & Valuation Limited

England & Wales

Dormant

Ordinary


100.00

Maddison James Limited

England & Wales

Dormant

Ordinary


100.00

RealCube Limited

England & Wales

Software

Ordinary


100.00

RealCube Technology Limited

England & Wales

Intermediate holding company

Ordinary


100.00

 

The registered office of Hunters Group Limited, Hunters Financial Services Limited, and Hunters Survey & Valuation Limited is 1626 High Street, Knowle, Solihull, West Midlands, B93 0JU. All other subsidiaries have the same registered office as the Parent Company.

The investments in subsidiaries are all stated at cost less impairment in the financial statements.


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