22nd Sep 2015 07:00
Hunters Property Plc
Interim Financial Statements
For the six months ended 30 June 2015
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 interim results for the six months ended 30 June 2015.
Financial Highlights:
Revenue increased by 45% to £5.23m (2014: £3.61m);Adjusted operating profit, before depreciation, interest, amortisation and acquisition costs, increased by 26% to £444,000 (2014: £352,000);Adjusted profit before tax (excluding amortisation, acquisition costs, investment income and notional financial costs) increased by 14% to £344,000 (2014: £303,000);Balance sheet net assets of £5.1m (2014: £1.6m); andInterim dividend of 0.5p per share.
Operational Highlights:
Admission of Hunters Property Plc to AIM, a market of the London Stock Exchange on 2 July 2015 at 60p per share;Expanded branch network to 161:19 new Hunters branches opened, including the conversion of a significant network of 7 branches in and around Norfolk;Acquired Country Properties in May 2015, a long established 23 branch franchise business focused in Hertfordshire, Bedfordshire and Cambridgeshire;Launched first national TV marketing campaign; andRelocated HQ to new custom built facility in York.
Post period end
Increase in revenue since June;Robust pipeline of new branch openings expected in H2;Expect to see full benefit of the large number of new branches added to the network in H1; andConfident of continued growth of the franchise network and meeting the Board's expectations for the full year.
Harry Hill, Chief Executive Officer of Hunters Property Plc, commented:
"We made significant strategic progress in the first half of 2015, expanding our branch network and investing for the future. Our admission to AIM on 2 July is an important step in continuing the strategic vision of the Company, which has ambitious plans for growth, both organically and through acquisition. I would like to take this opportunity to thank the staff and partners across the entire Hunters network for their outstanding contribution and support in getting us into this wonderful position.
The Company completed the acquisitions of Country Properties and the remaining interest in RealCube in the first half of 2015 following Hunters Group Limited, West Midlands, joining the group in July 2014.
While the early part of the year was slow for the estate agency market as a whole and was impacted by the General Election, our performance in the first half was on plan. The second half is traditionally the stronger trading period and given the current momentum in the business and the benefit of our expanded branch network we are confident of achieving strong growth and meeting our expectations for the full year."
For further details:
Hunters Property PlcKevin Hollinrake, Chairman Harry Hill, Chief Executive Officer Glynis Frew, Managing Director Ed Jones, Chief Financial Officer
| Tel: 01904 756 197 |
Smithfield Consultants Limited Alex Simmons
| Tel: 020 7360 4900 |
Numis Securities LimitedStuart Skinner, Paul Gillam (Nominated Adviser) David Poutney (Corporate Broking)
| Tel: 020 7260 1000 |
Chairman's Report
Overview
It gives me great pleasure to comment on Hunters' inaugural reported results as a public company. The last six months have seen the transformation of our estate agency business into an AIM listed company that operates both sales and lettings on a national scale. The hard work and support that has been displayed by the staff and the franchise network is a credit to this company and has made the last six months possible. I offer my greatest thanks and gratitude to all those involved, we are all immensely proud of what we have achieved.
The first half of 2015 has been a strong period for Hunters with the Group delivering profit, network and revenue growth despite the backdrop of the slow market to May, exaggerated by the General Election. Network income rose 38% to £12.0m (2014: £8.6m), turnover increased in the first six months by 45% to £5.23m (2014: £3.61m) and EBITDA increased 26% to £444,000 (2014: £352,000).
The Group's strategy is to grow a predominantly franchise network and during the first half of 2015 added a further 42 branches. As at the end of June, the network stood at 161 branches of which 11 were owned. This expansion included the successful conversion of a seven-office network in Norfolk during June, representing Hunters' first entry into this region, as well as the addition of 23 branches through the Country Properties acquisition, a long-established network in the Bedfordshire, Hertfordshire and Cambridgeshire areas. I welcome all these branches to the Hunters family.
We are delighted with our new HQ premises at Apollo House in York, which brings our management team into one floor of a custom built facility. This unit provides us with state of the art facilities allowing prospective customers and partners the chance to experience cutting edge marketing and training facilities and ensures staff maintain a strong team ethic.
The Hunters Training Academy continues apace with increased investment in this area. The facility covers sales and lettings and all roles from negotiators to management. It includes a combination of classroom training, e-learning and videos and covers all aspects of estate agency from listing to legalities as well as IT and marketing. We strive for excellence in training and are proud of our continued accreditation as a training provider by the Institute of Leadership and Management and City and Guilds.
Our goal to be the nation's favourite estate agent is at the heart of our marketing. Intense research and field testing during 2014 resulted in the launch, in January 2015, of our first national TV campaign Here to Get You There, a marketing milestone. The TV element of the campaign returned to screens this September. In the 7 months to 2 August 2015, visits to the Company's website increased by 22% compared to the same period last year.
Customer service will always be at the core of Hunters' values. For the six months to June 2015 customer satisfaction was rated at 96%, ahead of our target of 95% for the year.
We do not of course forget absent friends. The Nikki Waterhouse Trust charity is up and running and I look forward to updating you as to its progress in the year end accounts.
Outlook
The Group delivered strong turnover and profit growth in H1, despite an overall decline in UK mortgage approvals, which was impacted by uncertainty around the general election. Stronger transaction volumes in the last 3 months, plus a robust pipeline and the uplift expected from our new branches and acquisitions will underpin the result in H2. The business is well placed to grow organically by supporting our existing franchise network, iteratively by continuing to attract high quality estate agents to the network and by strategic acquisitions. We expect continued consolidation within the estate agency market and Hunters aims to be at the forefront.
As outlined in the Company's Admission Document, the Board aims to pay a progressive dividend, whilst maintaining dividend cover of at least two times. In this regard for the shortened period since float we announce an interim dividend of 0.5p per share payable on 28 October to shareholders on the Register on 2 October.
I look forward to updating you further in due course.
Kevin Hollinrake
Chairman
22 September 2015
Financial Report
Sales | £5.2m | (2014: £3.6m) | +45% |
EBITDA | £444,000 | (2014: £352,000) | +26% |
Profit before tax, adjusted | £344,000 | (2014: £303,000) | +14% |
Profit before tax | £205,000 | (2014: £274,000) | (25%) |
Cash generated | £434,000 | (2014: £87,000) |
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Net debt | £1.19m | (December 2014: £1.67m) |
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Shareholders Funds | £5.12m | (December 2014: £1.56m) |
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Shares in issue | 28,156,775 | (as at 21 September) |
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Weighted average number of shares, as at June 2015 | 24,228,666 |
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Earnings after tax | £170,000 | (2014: £233,000) | (27%) |
Earnings after tax, adjusted | £276,000 |
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(excluding amortisation, acquisition costs, finance timing and investment income) | |||
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EPS | 0.70p |
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Adjusted EPS | 1.14p |
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Dividend | 0.50p per share |
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Revenue
Network income from sales and lettings across the network rose by 38% to £12.0m, compared to £8.6m for the same period last year. Turnover rose by 45% to £5.23m (2014: £3.61m) largely due to the effect of Hunters, West Midlands joining the Group in 2014.
Those new branches added to our franchise network during 2014 contributed fully in the first six months of this year, driving an incremental increase in revenue. The new branches added during the first half of this year are expected to have a similar positive impact on the Group's revenue in the second half of this year. Average revenue per branch increased by 6% in the six months to June 2015, compared to the same period last year.
Profit before tax, adjusted to exclude amortisation, amortised finance costs, acquisition costs and other finance income
Adjusted profit before tax for the six months ended June 2015 was £344,000, an increase of 14% on the equivalent period last year (2014: £304,000). Amortisation and acquisition costs have increased significantly during the period, as the Group continued to execute its strategy of growth through acquisition.
Adj. EBITDA, earnings before interest, tax and depreciation/amortisation
Adj. EBITDA provides a key measure of progress made. Adj. EBITDA for the six months to June 2015 was £444,000, an increase of 26% on the same period last year (2014: £352,000).
Earnings per share
Basic earnings per share for the six months ended 30 June 2015 was 0.70p. Adjusted earnings per share, excluding amortisation and acquisition costs, finance timing and investment income and usual standard tax rates for the six months to June 2015 was 1.14p.
Dividend
The Board declares an interim dividend of 0.50p per share payable on 28 October 2015 to shareholders on the Register on 2 October 2015.
Cash flow
The Company raised £2.7m during the period via a share placing, prior to Admission to AIM. The Company generated net cash of £434,000 after fees, acquisition consideration(s) and the traditional first half of the working capital cycle, which has improved as expected since the period end.
Liquidity and capital reserves
As at 30 June 2015, the Group's cash balance was £1.58m (June 2014: £607,000) with net debt of £1.19m (December 2014: £1.67m) including vendor Loan Notes, repayable by July 2017, £1.05m (December 2014: £1.00m).
Risks
The primary risk to the business continues to be the state of the UK property market. The market has performed well since the general election but continues to be affected by factors such as the economic performance and stability of the country generally. Our balance between franchising, sales and lettings and geographical mix allows us, as these results have demonstrated, to mitigate against this risk.
Ed Jones
Chief Financial Officer
22 September 2015
Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2015
| Notes |
| 6 months ended 30 June 2015 |
| 6 months ended 30 June 2014 |
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| £ |
| £ |
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|
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|
|
|
Revenue |
|
| 5,232,810 |
| 3,610,198 |
|
|
|
|
|
|
Administrative expenses
|
|
| (4,788,325) |
| 3,258,597 |
Operating profit before depreciation, amortisation & costs of acquisition |
|
| 444,485 |
| 351,601 |
|
|
|
|
|
|
Depreciation |
|
| (85,059) |
| (35,131) |
Profit on disposal of property, plant and equipment |
|
| 17,024 |
|
|
Amortisation |
|
| (128,700) |
| (16,988) |
Costs of acquisition of subsidiaries |
|
| (39,804) |
| - |
|
|
|
|
|
|
Operating profit |
|
| 207,946 |
| 299,482 |
|
|
|
|
|
|
Investment revenues |
|
| 84,423 |
| 3,939 |
Finance costs |
|
| (87,317) |
| (29,735) |
|
|
|
|
|
|
Profit before taxation |
|
| 205,052 |
| 273,686 |
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|
|
|
|
|
Taxation |
|
| (35,032) |
| (41,176) |
|
|
|
|
|
|
Profit for the period |
|
| 170,020 |
| 232,510 |
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|
|
|
|
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Total comprehensive income for the period |
|
| 170,020 |
| 232,510 |
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|
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income for the period, attributable to: |
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|
|
|
|
Equity owners of the parent | 4 |
| 170,020 |
| 233,962 |
Non-controlling interests |
|
| - |
| (1,452) |
|
|
| 170,020 |
| 232,510 |
|
|
|
|
|
|
Basic earnings per share from continuing operations |
|
| 0.70p |
| - |
Diluted earnings per share from continuing operations |
|
| 0.67p |
| - |
Consolidated Statement of Financial Position
As at 30 June 2015
|
|
| 30 June 2015 |
| 31 December 2014 |
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|
| £ |
| £ |
ASSETS |
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Non-current assets |
|
|
|
|
|
Intangible assets |
|
| 6,653,685 |
| 4,229,608 |
Property, plant and equipment |
|
| 471,434 |
| 419,812 |
Investments |
|
| 269,261 |
| 74,536 |
Deferred tax assets |
|
| 34,478 |
| 34,955 |
|
|
| 7,428,858 |
| 4,758,911 |
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|
|
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|
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Current assets |
|
|
|
|
|
Trade and other receivables |
|
| 1,839,126 |
| 1,369,087 |
Current tax receivable |
|
| 11,353 |
| - |
Cash and cash equivalents |
|
| 1,579,425 |
| 1,145,575 |
|
|
| 3,429,904 |
| 2,514,662 |
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|
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Total assets |
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| 10,858,762 |
| 7,273,573 |
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LIABILITIES |
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Current liabilities |
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|
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Trade and other payables |
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| 2,329,655 |
| 2,639,421 |
Current tax liabilities |
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| 239,241 |
| 122,290 |
Borrowings |
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| 832,511 |
| 864,141 |
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| 3,401,407 |
| 3,625,852 |
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Non-current liabilities |
|
|
|
|
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Borrowings |
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| 1,933,170 |
| 1,949,587 |
Deferred tax liabilities |
|
| 420,800 |
| 137,422 |
|
|
| 2,353,970 |
| 2,087,009 |
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|
|
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|
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Total liabilities |
|
| 5,755,377 |
| 5,712,861 |
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|
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Net assets |
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| 5,103,385 |
| 1,560,712 |
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EQUITY |
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Attributable to owners of the parent: |
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Share capital |
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| 1,125,998 |
| - |
Retained earnings |
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| 61,295 |
| (108,725) |
Share premium |
|
| 3,017,980 |
| - |
Merger reserve |
|
| 898,112 |
| 1,661,613 |
Total equity attributable to owners of the parent |
|
| 5,103,385 |
| 1,552,888 |
Non-controlling interests |
|
| - |
| 7,824
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Total equity |
|
| 5,103,385 |
| 1,560,712 |
Consolidated Statement of Changes in Equity
For the six months ended 30 June 2015
| Equity attributable to owners of the parent |
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| ||||||
| Share capital |
| Share premium |
| Merger reserve |
| Retained earnings |
| Total equity attributable to owners of the parent |
| Non-controlling interests |
| Total equity |
| £ |
| £ |
| £ |
| £ |
| £ |
| £ |
| £ |
At 1 January 2014 | - |
| - |
| 1,601,613 |
| (383,883) |
| 1,217,730 |
| 13,637 |
| 1,231,367 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income for the period | - |
| - |
| - |
| 233,962 |
| 233,962 |
| (1,452) |
| 232,510 |
Issue of share capital | - |
| - |
| 60,000 |
| - |
| 60,000 |
| - |
| 60,000 |
At 30 June 2014 | - |
| - |
| 1,661,613 |
| (149,921) |
| 1,511,692 |
| 12,185 |
| 1,523,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Profit and total comprehensive income for the period | - |
| - |
| - |
| 143,514 |
| 143,514 |
| (4,361) |
| 139,153 |
Dividends paid | - |
| - |
| - |
| (102,318) |
| (102,318) |
| - |
| (102,318) |
At 31 December 2014 | - |
| - |
| 1,661,613 |
| (108,725) |
| 1,552,888 |
| 7,824 |
| 1,560,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit and total comprehensive income for the period | - |
| - |
| - |
| 170,020 |
| 170,020 |
| - |
| 170,020 |
Share for share exchange | - |
| - |
| (867,329) |
| - |
| (867,329) |
| (7,824) |
| (875,153) |
Issue of share capital | 1,125,998 |
| 3,017,980 |
| 103,828 |
| - |
| 4,247,806 |
| - |
| 4,247,806 |
At 30 June 2015 | 1,125,998 |
| 3,017,980 |
| 898,112 |
| 61,295 |
| 5,103,385 |
| - |
| 5,103,385 |
Consolidated Statement of Cashflows
For the six months ended 30 June 2015
|
| 6 months ended 30 June 2015 |
| 6 months ended 30 June 2014 |
|
| £ |
| £ |
Cash flow from operating activities |
|
|
|
|
Profit for the year before taxation |
| 205,052 |
| 273,686 |
Adjustment for: |
|
|
|
|
Depreciation of property, plant and equipment |
| 85,059 |
| 35,131 |
Amortisation of intangible assets |
| 128,700 |
| 16,988 |
Profit on disposal of property, plant and equipment |
| (17,024) |
| - |
Finance costs |
| 87,317 |
| 29,735 |
Finance income |
| (8,151) |
| (3,939) |
Fair value gains on investments |
| (76,272) |
| - |
Changes in working capital: |
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|
|
|
Increase in trade and other receivables |
| (308,026) |
| (280,438) |
(Decrease)/increase in trade and other payables |
| (235,953) |
| 385,689 |
Cash generated (used in)/from operations |
| (139,298) |
| 456,852 |
Interest paid |
| (32,063) |
| (13,057) |
Net cash (used in)/from operating activities |
| (171,361) |
| 443,795 |
|
|
|
|
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Cash flow from investing activities |
|
|
|
|
Capital expenditure (tangible & intangible) |
| (640,288) |
| (348,015) |
Proceeds from sale of assets |
| 32,132 |
| - |
Acquisition of subsidiaries, net of cash acquired |
| (983,081) |
| - |
Acquisition of investments |
| (191,998) |
| - |
Interest received |
| 806 |
| 601 |
Net cash used in investing activities |
| (1,782,429) |
| (347,414) |
|
|
|
|
|
Cash flow from financing activities |
|
|
|
|
Repayment of borrowings |
| (178,348) |
| (68,930) |
Issue of share capital |
| 2,582,820 |
| 60,000 |
Repayment of capital element of finance lease contracts |
| (16,832) |
| - |
Net cash from/(used in) investing activities |
| 2,387,640 |
| (8,930) |
|
|
|
|
|
Increase in cash and cash equivalents |
| 433,850 |
| 87,451 |
Net cash and cash equivalents at beginning of the year |
| 1,145,575 |
| 519,222 |
Net cash and cash equivalents at end of the period |
| 1,579,425 |
| 606,673 |
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|
|
|
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Comprised of: |
|
|
|
|
Cash and cash equivalents |
| 1,579,425 |
| 755,935 |
Bank overdraft |
| - |
| (149,262) |
|
| 1,579,425 |
| 606,673 |
Notes to the Interim Financial Statements
For the six months ended 30 June 2015
1. Corporate information
Hunters Property Plc is a Company incorporated in the United Kingdom on 19 February 2015. The registered address of the Company is Apollo House, Eboracum Way, York, YO31 7RE. The consolidated interim financial statements (or "financial statements") incorporate the financial statements 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.
2. Accounting policies
2.1. Basis of preparation
Basis of measurement
The financial statements have been prepared on the historical cost basis, except for the following:
Investments - measured at fair value; andAssets and liabilities associated with business combinations - measured at their acquisition-date fair value.Functional and presentational currency
The financial statements are presented in Pounds Sterling ("Sterling"), being the Group's functional currency.
Use of estimates and judgments
The preparation of the financial statements in conformity with IFRS requires management to make judgments, 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 judgments 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.
Basis of preparation
The financial information set out in these consolidated interim financial statements for the six months ended 30 June 2015 and the comparative income statement and statement of cashflow figures are unaudited. The financial information presented are not statutory accounts prepared in accordance with the Companies Act 2006, and are prepared only to comply with AIM requirements for interim reporting.
Other than the transactions set out in the notes to these interim financial statements, the Directors do not consider that the Group has entered into any other significant transaction in the period.
Basis of consolidation
On 27 March 2015, Hunter Property Plc undertook a share-for-share exchange in order to obtain control of Hunters Property Group. This transaction has been accounted for as a group reorganisation and the merger accounting principles set out in UK GAAP have been applied in the absence of relevant IFRS accounting requirements. 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 achieving control. Accordingly, for the comparative statement of financial position as at 31 December 2014, a merger reserve has been created which represents the difference between the net assets of the Group as at that date, and the retained profits recognised by the Group as at that date.
The Group financial information consolidates those of the Parent Company and the subsidiaries that the Parent has control of. Control is established when the Parent 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 is acquired/disposed of during the period, 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.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that are not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interest based on their respective ownership interests.
2.2. Business combinations
The Group applies the acquisition method of accounting for business combinations other than as outlined in note 2.1 in respect of the Group merger. The consideration transferred by the Group to obtain control of a subsidiary 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 the acquired subsidiary'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, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, 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.
2.3. Revenue
Revenue represents the amount receivable for the provision of services and the sale of goods during the period, 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, land sales and financial services is recognised on the basis of completion of contract.
Revenue from commission earned as letting agents is recognised in the period to which the services relate.
At inception of a franchisee contract where an initial fee is payable by the franchisee, revenue is recognised upfront which matches to the estimated cost 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 in the month of completion but are invoiced in arrears, calculated by reference to the terms of the contract and the value of sales attributable to each franchisee. Unbilled franchisee fees are recognised as accrued income.
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.
2.4. Income tax
Current income tax assets and/or liabilities comprise obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid/due at the reporting date. Current tax is payable on taxable profits, which may differ from profit or loss in the financial statements. Calculation of current tax is based on the tax rates and tax laws that have been enacted or substantively enacted at the reporting period.
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.
2.5. Goodwill
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identifiable and separately recognised. After initial recognition, goodwill is measured at cost less accumulated impairment losses.
2.6. Other intangible assets
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. After initial recognition, intangible assets are recognised at cost or fair value 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 period-end. If the expected useful life of the asset is different from previous estimates, the amortisation period is changed accordingly. Amortisation is currently provided on the following basis:
Franchise development grants | Straight line over the period of the contract |
Brand value | Straight line basis over 10 years |
MSF contracts | Straight line over the period of the contract |
Software development | Straight line basis over 7 years. |
2.7. 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 costs 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 period of the lease |
Plant and machinery | 25% reducing balance |
Computer equipment | 33% straight line |
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 period-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.
2.8. Impairment of goodwill, other intangible assets and property, plant and equipment
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.
2.9. Investments
Investments in equity instruments that have a quoted market price in an active market and whose fair value can be reliably measured are measured at fair value; otherwise investments in equity instruments are measured at cost.
2.10. Financial instruments
Financial assets
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 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. Discounting is omitted where the effect of discounting is immaterial.
A financial liability is derecognised only when the contractual obligation is extinguished, that is, when the obligation is discharged, cancelled or expires.
2.11. Leased assets
Finance 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.
Operating leases
All other leases are treated as operating leases. Where the Group is a lessee, payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.
2.12. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short term, highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value.
2.13. Equity and reserves
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.
The non-controlling interest reserve is the portion of equity ownership in subsidiaries which is not attributable to the owners of the Parent Company.
Included within equity is a merger reserve, which represents the difference between the nominal value of the equity instruments of Hunters Property Plc in issue at the period end date and the net asset valuation net of retained profits. The reserve has arisen as the Group has applied merger accounting to consolidate its entities as detailed in note 2.2.
3. Business combinations
Acquisition of Greenrose Network (Franchise) Limited & Greenrose Network Marketing Association:
On 1 May 2015 the Group acquired 100% of the voting shares of Greenrose Network (Franchise) Limited and Greenrose Network Marketing Association (together, "Greenrose"), with the latter being a company limited by guarantee. Both are unlisted companies based in England and specialising in the UK property market. The consideration paid totalled £1,200,000, being settled by cash of £1,000,000 payable at the point of sale to the vendors, and the issue of 333,333 4p shares in Hunters Property Plc at a premium of 56p per share, with the total value of the issue being £200,000. In addition there were directly attributable costs of £39,399 inclusive of stamp duty payable on the shares.
As part of the acquisition, the Directors have identified intangible assets included within the premium paid for the acquisition, being MSF contracts in place and the Greenrose brand. Historical data and forecasts have been used, together with the 10% group discount rate and an assumption of a useful life of 10 years for the brand, to estimate the fair value of these intangibles.
As the acquisition gave immediate access to an enhanced franchising network, which represents a key part of the Group's business model, an additional premium was paid over these fair values. The directors have not quantified any other elements of this goodwill and do not believe there to be any further fair value adjustments.
Acquisition of Greenrose | Carrying value |
| Fair value adjustments |
| Fair value recognised on acquisition |
| £ |
| £ |
| £ |
Assets |
|
|
|
|
|
Intangible assets | - |
| 1,119,637 |
| 1,119,637 |
Property, plant and equipment | 4,243 |
| - |
| 4,243 |
Deferred tax asset | - |
| 17,437 |
| 17,437 |
Trade and other receivables | 120,463 |
| (87,184) |
| 33,279 |
Cash and cash equivalents | 2,251 |
| - |
| 2,251 |
Total assets | 126,957 |
| 1,049,890 |
| 1,176,847 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Trade and other payables Deferred tax liability | (68,723) (848) |
| 3,116 (224,550) |
| (65,607) (225,398) |
Total liabilities | (69,571) |
| (221,434) |
| (291,005) |
|
|
|
|
|
|
Total identifiable net assets | 57,386 |
| 828,456 |
| 885,842 |
|
|
|
|
|
|
Goodwill arising on acquisition |
|
|
|
| 314,158 |
|
|
|
|
|
|
Purchase consideration transferred |
|
|
|
| 1,200,000 |
From the date of acquisition, Greenrose contributed £43,761 of revenue and £19,075 of profit before tax and amortisation from continuing operations of the Group.
In addition, there were costs of acquisition of £39,399 relating to the acquisition which have been disclosed separately in the Income Statement.
Acquisition of Realcube Technology Limited & Realcube Limited:
On 16 June 2015 the Group acquired the remaining 80.2% of Realcube Technology Limited and its wholly-owned subsidiary Realcube Limited (together, "Realcube"). The Group had previously owned the 19.8% minority interest of Realcube. Both are unlisted companies based in England and have developed specialist software which is used by the Group to maintain its networks and provide services to franchisees. The consideration paid totalled £323,613, being £95 of existing minority share capital, the issue of 122,533 shares in the Group at a premium of 56p per share, the issue of 277,467 shares in the Group at a premium of 56p per share in exchange for the waiving of loans made by exiting shareholders to Realcube, and the representation of an existing loan with present value of £83,518 (net of provision for recoverability of £80,000) made by the Group to Realcube. In addition there were directly attributable costs of £405 inclusive of stamp duty payable on the shares.
As part of the acquisition, the Directors have identified intangible assets included within the premium paid for the acquisition, the software developed by Realcube. Historical data and forecasts have been used, together with the 10% group discount rate and an assumption of a useful life of 7 years for the software based on technological industry standards, to estimate the fair value of these intangibles.
The acquisition was made to provide greater security and control over the internal systems used by the Group and its franchisees, however Realcube had a net liability position and significant levels of funding as at the point of acquisition. Accordingly, the total paid for the group has been estimated as being equivalent to the modelled fair value of the software intangible, and accordingly no goodwill has arisen on the acquisition.
A number of the shares in Realcube were acquired from Directors of the Group, on an arm's length basis.
Acquisition of Realcube | Carrying value |
| Fair value adjustments |
| Fair value recognised on acquisition |
| £ |
| £ |
| £ |
Assets |
|
|
|
|
|
Intangible assets | - |
| 498,731 |
| 498,731 |
Property, plant and equipment | 1,537 |
| - |
| 1,537 |
Trade and other receivables | 2,190 |
| - |
| 2,190 |
Cash and cash equivalents | 14,668 |
| - |
| 14,668 |
Total assets | 18,395 |
| 498,731 |
| 517,126 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Trade and other payables Borrowings Deferred tax liability | (43,313) (50,454) - |
| - - (99,746) |
| (43,313) (50,454) (99,746) |
Total liabilities | (93,767) |
| (99,746) |
| (193,513) |
|
|
|
|
|
|
Total identifiable net (liabilities)/assets |
(75,372) |
|
398,985 |
|
323,613 |
|
|
|
|
|
|
Goodwill arising on acquisition |
|
|
|
| - |
|
|
|
|
|
|
Purchase consideration transferred |
|
|
|
|
323,613 |
No revenue or profits have been recognised since the date of acquisition due to the proximity of the acquisition to the reporting date.
4. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Earnings |
|
| 30 June 2015 |
|
|
| £ |
Earnings for the purpose of basic earnings per share being net profit attributable to owners of the parent |
|
170,020 | |
|
|
|
|
Effects of dilutive potential ordinary shares |
|
| |
|
|
| - |
|
|
|
|
Earnings for the purposes of diluted earnings per share |
|
|
170,020 |
Number of shares |
|
| 30 June 2015 |
Weighted average number of ordinary shares for the purposes of basic earnings per share |
|
24,228,666 | |
|
|
|
|
Effects of dilutive potential ordinary shares |
| 1,175,763 | |
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of diluted earnings per share |
|
25,404,429 |
Earnings per share
Basic earnings per share |
| 0.70p |
|
Diluted earnings per share |
| 0.67p |
|
No comparative is presented as the Group in its present format did not have shares in issue at 30 June 2014.
The Directors use adjusted earnings before time-value interest, investment revenue, amortisation, and costs of acquisition ("Adjusted Earnings") as a measure of ongoing profitability and performance. The calculated Adjusted Earnings for the current period of accounts is £275,510 (2014: £242,730) therefore the Adjusted Earnings per share is 1.14p.
There exists a number of share options at the period end, which have a trivial in the money value. On the basis of this, no amounts are provided for in the financial statements.
5. Dividends
No dividends have been paid by the Group in the period.
Related Shares:
HUNT.L