5 Apr 2017 07:00
The Property Franchise Group PLC ("TPFG" or the "Group")
Final Results for the Year Ended 31 December 2016
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Strong results trend continues
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The Property Franchise Group PLC, the UK's largest property franchisor with 6 brands across a network of 377 offices, today announces its full year results for the year ended 31 December 2016.
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The Directors' vision is to leverage TPFG's proven franchisor infrastructure, underpinned by its strong regional and national property brands, to build a significant share of the UK residential lettings and estate agency market. The Group's multi-brand strategy, which allows more than one brand of franchise to operate in a given location, means it is able to appeal to different market sectors and maximise its potential overall share of local market sales and lettings transactions.
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Financial Highlights
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Β· | Group revenue increased 16% to Β£8.3m (2015: Β£7.1m) |
Β· | EBITDA* increased 23% to Β£3.9m (2015: Β£3.2m) |
Β· | Operating profit* increased 21% to Β£3.5m (2015: Β£2.9m) |
Β· | Profit before tax increased 19% to Β£3.2m (2015: Β£2.7m) |
Β· | Management Service Fees increased 11% to Β£6.9m (2015: Β£6.2m) |
Β· | Net assets increased 60% to Β£12.2m (2015: Β£7.6m) |
Β· | Earnings per share increased 33% to 13.0 pence (2015: 9.8 pence) |
Β· | Strongly cash generative from operations with cash of Β£2.0m at year end and Β£5m debt facility (Β£1.6m undrawn at the year-end) |
Β· | Proposed final dividend of 4.5 pence, making a total for 2016 of 6.5 pence, up 10% on 2015 of 5.9 pence |
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*Before exceptional costs
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Operational Highlights
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Β· | Acquisition of on-line "hybrid" EweMove Sales & Lettings Ltd in September 2016 progressing well with 12 EweMove franchises sold from 1st January to 31 March 2017 |
Β· | Number of tenanted managed properties increased from 45,000 to 48,000 at the year end |
Β· | 16 new franchisees recruited, 9 for resales of existing territories and 7 for new territories |
Β· | Group remains heavily weighted toward lettings, accounting for 74% of Management Service Fee revenue |
Β· | Commenced roll out of financial services, with two thirds of offices (excluding EweMove) signed up as introducers and trained by the year end |
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Ian Wilson, Chief Executive Officer of The Property Franchise Group, commented:
"2016 marked our third full year on AIM and I am delighted to report that the Group has delivered another strong set of results for the year. Our scalable multi-brand platform has resulted in the continued organic growth of our brands and enabled us to realise operational efficiencies borne out of the consolidation of the four brands acquired through "Xperience".
"The year also saw us acquire EweMove, the on-line "hybrid" with a unique customer service proposition, which provides us with a strategically important foothold in the rapidly developing market for on-line lettings and estate agency services".
"Looking ahead, we remain confident in the outlook for the business and believe the fundamental drivers for continued expansion of the private rented sector remain in place. Our multi-brand strategy, weighting towards lettings, together with our exposure to on-line through EweMove, leaves us well placed to grow our market share and continue to deliver returns for shareholders."
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For further information, please contact:
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The Property Franchise Group PLC Ian Wilson, Chief Executive Officer David Raggett, Chief Financial Officer | Β 01202 292829 Β Β Β | |
Cenkos Securities plc Max Hartley (Nominated Adviser), Alex Aylen (Sales) | Β 0207 397 8925 Β Β | |
Bell Pottinger David Rydell, Henry Lerwill Β | Β 020 3772 2500 Β | Β |
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Chairman'sΒ statement
2016 was another year of solid growth for the Group despite headwinds for the housing market from tax changes and uncertainty surrounding the vote to leave the European Union. The additional rate of stamp duty on second homes and buy-to-let purchases for individuals had the consequence of a rush to complete transactions before the April 2016 deadline. This resulted in a surge in Group sales in March followed by a comparatively quieter period.
Summer uncertainty around the vote to leave the European Union appeared to undermine consumer confidence and instruction levels fell for both sales and lettings before recovering in the final quarter.
In the autumn, the Government announced its intention to limit or possibly ban tenant fees in England, which it subsequently tempered with an offer of consultation with trade bodies. At the time of writing, the timetable and the extent of any ban remains unclear. In Scotland, where a ban has existed since November 2012, our experience has been that the impacts on revenue were mitigated in just over one year.
Given these recent changes and the resultant increase in the level of uncertainty within the property market, it would be reasonable for the Group to adopt a cautious approach. However, the Board has observed a shift in the traditionally conservative estate agency and lettings sector, with the growth (albeit from a low base) of on-line agents.
On-line agents have no physical office premises and their pricing models are typically based on listing fees rather than completions. Estate agency services are becoming commoditised on the internet and consumers' expectations may now be to interact with their agent on a 24/7 basis, or at least outside of normal office hours.
We purchased EweMove in September 2016, a relative newcomer by the standards of other brands in the Group, having started trading in late 2013. Its consciously consumer centric culture, adoption of cutting edge internet marketing techniques and 24/7 manned call centre make it unique within our brand stable. In accordance with other on-line agents, the model eschews the need for high street premises.
Its franchisees charge broadly in line with other high street estate agents, on a traditional success fee basis. It's service and not price which differentiate its offering, as EweMove is the No.1 most trusted estate agent and letting agent on TrustPilot.
Much of the innovative on-line marketing used by EweMove is being imported for the benefit of our traditional high street brands, and we will keep under review EweMove's pricing model to align it with customer preferences.
This strategic move signals the Group's intention to be well-positioned for all eventualities and developments in the estate agency and letting agency space. Despite the challenges set out above, the Group has delivered another strong set of results in this, its third full year on AIM.
MyΒ thanksΒ goΒ toΒ theΒ executive,Β theirΒ teams andΒ myΒ fellowΒ BoardΒ membersΒ forΒ their outstandingΒ effortsΒ overΒ theΒ lastΒ year.
IΒ amΒ delightedΒ toΒ announceΒ thatΒ theΒ Board hasΒ recommendedΒ aΒ finalΒ dividendΒ of 4.5pΒ per ordinary share forΒ 2016.
Richard MartinΒ
ChairmanΒ
4 April 2017
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Chief Executive's statement
Benefits of a multiple brand strategy
With our acquisition of four regional property brands (Ellis & Co, Parkers, CJ Hole and Whitegates, together "Xperience") from Legal & General in October 2014 we set out a vision for the Group as owner of multiple property brands, within a franchise model, where previously our efforts had been focused on Martin & Co solely, our national, letting specialist franchised business, and the only brand which we owned at our launch on AIM in December 2013.
In 2015 the story was of consolidation, driving out duplicate costs and leveraging economies of scale. By 2016 we reaped the fruits of that approach - the Xperience business delivered Β£1m of after tax earnings against its net cash consideration of Β£5.1m.
The Xperience brands were tilted 54% to 46% estate agency over lettings revenue and we saw the potential to import our Martin & Co "know-how" and grow their lettings income stream. And so it proved, with lettings revenue at Xperience now 54% versus sales revenue at 46%. Xperience lettings revenue growth was 12% in 2016 against 4% growth in lettings revenue at Martin & Co, the more mature model.
However, recognising that consolidation has its natural limits we actively searched for other acquisition opportunities at the franchisor level. We identified a number of targets, and considered which would best complement our stable of brands.
The fastest growing property franchise in 2014 and 2015 had been EweMove, based in Cleckheaton. Its "tongue in cheek" sheep brand theme, the antithesis of a stereotypical public view of predatory estate agents. Its powerful central technology hub generating on-line leads, 24/7 call handling and administration support proved enormously appealing to the franchise buying public.
Ranked No. 1 on Trust Pilot for both Estate Agency and Lettings, EweMove occupied 90 franchise territories by September 2016. EweMove is a "hybrid" rather than "on-line" operation because while local franchisees do not require commercial premises, the model does not disavow premises either.
EweMove was beginning to generate (modest) positive cashflow. The Board considered both the potential to scale EweMove into a truly national brand, and the opportunity to import EweMove expertise on-line (founders and key suppliers) to complement the off-line traditional high street brand presence. We acquired EweMove on 5 September 2016.
We have a clear brand strategy as we enter 2017. Martin & Co is our national lettings brand, and has appeal to landlords letting, buying and selling investment properties. Ellis & Co, Parkers, CJ Hole & Whitegates are strong regional brands and have particular expertise with estate agency services. Collectively these are our "traditional" brands and operate from high street premises. EweMove is our "challenger" brand.
We remain positive about the outlook for our core lettings business, from which 74% of our management service fee income is derived.
We do not envisage the Government's recent interventions in the buy-to-let sector significantly impacting our business. Buy-to-let investors have generally reduced gearing in their portfolios over the years since 2008 and are believed to be able to absorb rising interest rates. We are well positioned to sell investment properties if investors decide to exit, and our research suggests that larger buy-to-let investors would purchase this stock. Early indications from the mortgage industry show that investors are beginning to incorporate their activities into trading companies to avoid the stamp duty surcharge and to retain the benefit of interest tax relief on buy-to-let loans.
We have rolled out financial services to two thirds of our traditional brand offices during 2016. The proposition is an across the market selection of mortgages and fee-free advice from our business partner London & Country. General Insurance products will be tied to Legal & General. The benefits of this strategy will be to add another revenue stream (currently sub-1% of Group revenues) and to develop a greater understanding of our customers.
Ian Wilson
Chief Executive Officer
4 April 2017
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Chief Financial Officer's Review
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Our multi-franchise strategy has delivered improvements in operating margin, EBITDA and PBT.
In what turned out to be another flat housing market in 2016 with 1.2m transactions* (2015 and 2014: 1.2m transactions) our focus has been on maintaining our share of sales (up 8%), growing our lettings revenue (up 9%), implementing our financial services offering and our next strategic acquisition.
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* HMRC UK Property Transaction Statistics 21 February 2017
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Β | 2016 | Β | 2015 |
Β | Β£m | Β | Β£m |
Group revenue | 8.3 | Β | 7.1 |
Admin expenses | 4.2 | Β | 3.9 |
Operating profit** | 3.5 | Β | 2.9 Β |
Operating profit | 3.3 | Β | 2.7 Β |
Profit before tax** | 3.4 | Β | 2.9 |
Profit before tax | 3.2 | Β | 2.7 Β |
EBITDA** | 3.9 | Β | 3.2 Β |
Group revenue for the financial year to 31 December 2016 was Β£8.3m (2015: Β£7.1m), an increase of Β£1.2m (16%) overΒ theΒ priorΒ year. TheΒ incorporationΒ of 4 month's revenue fromΒ the EweMove acquisitionΒ in September 2016 contributed Β£0.7m (58%) of thisΒ increase.
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ManagementΒ ServiceΒ Fees ("MSF") increased 11% from Β£6.2m to Β£6.9m and represented 83% (2015: 87%) ofΒ GroupΒ revenueΒ withΒ theΒ remainderΒ being from franchiseΒ salesΒ andΒ ancillaryΒ servicesΒ to support MSFΒ generation.
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Lettings contributed 74% of MSF (2015: 76%), sales contributed 25% of MSF (2015: 23%) and financial services contributed 1% of MSF (2015: 1%). Lettings MSF grew by 9% in the year and sales MSF grew by 19%.
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OperatingΒ profit
OperatingΒ profitΒ beforeΒ exceptionalΒ items increasedΒ fromΒ Β£2.9mΒ toΒ Β£3.5mΒ (21%)Β and theΒ marginΒ increasedΒ from 41%Β toΒ 42%. Including exceptional items the operating margin increased from 38% to 39%.
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AdministrationΒ expenses,Β includingΒ the 4 months of the EweMoveΒ acquisition, increasedΒ byΒ Β£0.3m. EweMove's administration expenses were Β£0.4m. Β
EBITDA
EBITDAΒ beforeΒ exceptionalΒ costsΒ forΒ 2016 wasΒ Β£3.9mΒ (2015:Β Β£3.2m)Β anΒ increaseΒ of Β£0.7mΒ (23%)Β overΒ theΒ priorΒ year. EweMove contributed 2% of the increase.
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ExceptionalΒ items
TheΒ exceptionalΒ costsΒ forΒ 2016Β are Β£0.3mΒ (2015:Β Β£0.2m)Β andΒ relateΒ to the acquisition costs for EweMove and redundancyΒ paymentsΒ (2015: Xperience redundancyΒ costs).
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Profit beforeΒ tax
TheΒ profitΒ beforeΒ taxΒ wasΒ Β£3.2mΒ forΒ 2016,Β an increaseΒ ofΒ Β£0.5mΒ (19%)Β overΒ theΒ priorΒ year.
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Taxation
TheΒ effectiveΒ rateΒ ofΒ corporationΒ taxΒ forΒ the yearΒ wasΒ 20%Β (2015:Β 20.25%).Β TheΒ totalΒ tax charge for 2016 is Β£0.2m (2015:Β Β£0.5m).
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Earnings perΒ share
EarningsΒ perΒ shareΒ forΒ theΒ yearΒ was 13.0p (2015: 9.8p),Β anΒ increaseΒ of 33%.Β TheΒ profit attributableΒ toΒ ownersΒ increasedΒ toΒ Β£3.0m (2015: Β£2.2m).
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Dividends
The Board is proposing a final dividend of 4.5p per share for 2016 which, together with the interim dividend of 2.0p per share paid to shareholders on 7 October 2016, equates to a total dividend for the financial year of 6.5p (2015: 5.9p) an increase of 10%.
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Cash flow
The Group is highly operationally cash generative.
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The net cash inflow from operating activities in 2016 was Β£2.4m (2015: Β£2.2m) as the Group continues to generate strong operating cash inflows.
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The net cash outflow from investing activities was Β£4.8m (2015: inflow Β£0.3m) due principally to the acquisition of Ewemove in September 2016 (2015: sale of Saltaire portfolio).
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Loan repayments totaling Β£0.6m (2015: Β£0.5m) plus interest payments of Β£0.1m (2015: Β£0.1m) were made on the Santander UK plc loan during 2016. Dividend payments were Β£1.4m (2015: Β£1.0m).
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Liquidity
The Group had cash balances of Β£2.0m at 31 December 2016 (2015: Β£4.3m).
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Financial position
The Group is strongly operationally cash generative which, together with the undrawn facility from Santander UK plc of Β£1.6m, puts it in a strong position to fulfil its strategic plan.
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David Raggett
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Chief Financial Officer
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4 April 2017
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Consolidated statement of comprehensive Β income
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
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Β | Β Notes | 2016 Β£ | 2015 Β£ |
Continuing operations | Β | Β | Β |
Revenue | 7 | 8,301,375 | 7,130,967 |
Cost of sales | Β | (570,912) | (356,844) |
Gross profit | Β | 7,730,463 | 6,774,123 |
Administrative expenses | 8 | (4,217,399) | (3,880,629) |
Operating profit before exceptional items | Β | 3,513,064 | 2,893,494 |
Exceptional items | 10 | (254,945) Β | (166,069) |
Operating profit | 11 | 3,258,119 | 2,727,425 |
Finance income | 12 | 52,909 | 50,914 |
Finance costs | 12 | (119,106) | (85,572) |
Profit before income tax expense | Β | 3,191,922 | 2,692,767 |
Income tax expense | 13 | (197,576) | (538,667) |
Profit and total comprehensive income for the year attributable to owners | Β | 2,994,346 | 2,154,100 |
Earnings per share attributable to owners | 14 | 13.0p | 9.8p |
Diluted Earnings per share attributable to owners | 14 | 12.8p | 9.4p |
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Consolidated statement of financial Β position
31 DecemberΒ 2016
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Β | Β Notes | 2016 Β£ | 2015 Β£ |
Assets | Β | Β | Β |
Non-current assets | Β | Β | Β |
Intangible assets | 17 | 16,820,336 | 6,014,336 |
Property, plant and equipment | 18 | 125,984 | 140,241 |
Β | Β | 16,946,320 | 6,154,577 |
Current assets | Β | Β | Β |
Trade and other receivables | 20 | 1,477,047 | 912,183 |
Cash and cash equivalents | Β | 2,045,621 | 4,346,054 |
Β | Β | 3,522,668 | 5,258,237 |
Β | Β | Β | Β |
Total assets | Β | 20,468,988 | 11,412,814 |
Β | Β | Β | Β |
Equity | Β | Β | Β |
Shareholders' equity | Β | Β | Β |
Called up share capital | 21 | 253,008 | 220,000 |
Share premium | 22 | 6,929,723 | 3,790,000 |
Other reserves | 23 | (75,422) | 134,560 |
Retained earnings | Β | 5,078,584 | 3,492,253 |
Total equity attributable to owners | Β | 12,185,893 | 7,636,813 |
Β | Β | Β | Β |
Liabilities | Β | Β | Β |
Non-current liabilities | Β | Β | Β |
Borrowings | 24 | 2,500,000 | 1,500,000 |
Deferred tax | 27 | 1,475,481 | 558,001 |
Provisions | 29 | 2,179,146 | -- |
Β | Β | 6,154,627 | 2,058,001 |
Current liabilities | Β | Β | Β |
Borrowings | 24 | 900,000 | 500,000 |
Trade and other payables | 25 | 1,150,243 | 916,924 |
Tax payable | Β | 78,225 | 301,076 |
Β | Β | 2,128,468 | 1,718,000 |
Total liabilities | Β | 8,283,095 | 3,776,001 |
Total equity and liabilities | Β | 20,468,988 | 11,412,814 |
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Β
Company statement of financial position
31 DecemberΒ 2016
(Company No:Β 08721920)
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Β | Β Notes | 2016 Β£ | 2015 Β£ |
Assets | Β | Β | Β |
Non-current assets | Β | Β | Β |
Investments | 19 | 34,249,674 | 24,100,284 |
Deferred tax asset | 27 | 104,378 | 314,360 |
Β | Β | 34,354,052 | 24,414,644 |
Current assets | Β | Β | Β |
Trade and other receivables | 20 | 674,024 | 201,040 |
Cash and cash equivalents | Β | 199,377 | 195,577 |
Β | Β | 873,401 | 396,617 |
Total assets | Β | 35,227,453 | 24,811,261 |
Β | Β | Β | Β |
Equity | Β | Β | Β |
Shareholders' equity | Β | Β | Β |
Called up share capital | 21 | 253,008 | 220,000 |
Share premium | 22 | 6,929,723 | 3,790,000 |
Other reserves | 23 | 17,914,478 | 18,124,460 |
Retained earnings | Β | 4,433,624 | 1,111 |
Total equity | Β | 29,530,833 | 22,135,571 |
Β | Β | Β | Β |
Liabilities | Β | Β | Β |
Non-current liabilities | Β | Β | Β |
Borrowings | 24 | 2,500,000 | 1,500,000 |
Provisions | 29 | 2,179,146 | -- |
Β | Β | 4,679,146 | 1,500,000 |
Current liabilities | Β | Β | Β |
Borrowings | 24 | 900,000 | 500,000 |
Trade and other payables | 25 | 117,474 | 675,690 |
Β | Β | Β 1,017,474 | 1,175,690 |
Total liabilities | Β | 5,696,620 | 2,675,690 |
Total equity and liabilities | Β | 35,227,453 | 24,811,261 |
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Β
Consolidated statement of changes in equity
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
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Β
Attibutable to owners
Β | Called up share capital Β£ | Retained earnings Β£ | Share premium Β£ | Other reserves Β£ | Total equity Β£ |
Balance at 1 January 2015 | 220,000 | 2,328,153 | Β 3,790,000 | (61,406) | 6,276,747 |
Profit and total comprehensive income | - | 2,154,100 | - | - | 2,154,100 |
Dividends | - | (990,000) | - | - | (990,000) |
Deferred tax on share-based payments | - | - | - | 195,966 | 195,966 |
Total transactions with owners | -- | (990,000) | -- | 195,966 | (794,034) |
Balance at 31 December 2015 | 220,000 | 3,492,253 | Β 3,790,000 | 134,560 | 7,636,813 |
Profit and total comprehensive income | - | 2,994,346 | - | - | 2,994,346 |
Issue of share capital | Β | Β | Β | Β | Β |
Issue of share capital - acquisition consideration | 23,216 | - | 2,976,784 | - | 3,000,000 |
Issue of share capital - exercise of options | 9,792 | - | 162,939 | - | 172,731 |
Dividends | - | (1,408,015) | - | - | (1,408,015) |
Deferred tax on share-based payments | - | - | - | (209,982) | (209,982) |
Total transactions with owners | 33,008 | (1,408,015) | 3,139,723 | (209,982) | 1,554,734 |
Balance at 31 December 2016 | 253,008 | 5,078,584 | Β 6,929,723 | (75,422) | 12,185,893 |
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Company statement of changes in equity
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
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Β
Β | Called up share capital Β£ | Retained earnings Β£ | Share premium Β£ | Other reserves Β£ | Total equity Β£ |
Balance as at 1 January 2015 | 220,000 | 35,466 | 3,790,000 | 17,928,494 | 21,973,960 |
Profit and total comprehensive income | - | 955,645 | - | - | 955,645 |
Dividends | - | (990,000) | - | - | (990,000) |
Deferred tax on share-based payments | - | - | - | 195,966 | 195,966 |
Total transactions with owners | - | (990,000) | - | 195,966 | (794,034) |
Balance as at 31 December 2015 | 220,000 | 1,111 | 3,790,000 | Β 18,124,460 | Β 22,135,571 |
Profit and total comprehensive income | -- | 5,840,528 | -- | -- | 5,840,528 |
Issue of share capital | Β | Β | Β | Β | Β |
Issue of share capital - acquisition consideration | 23,216 | -- | 2,976,784 | -- | 3,000,000 |
Issue of share capital - exercise of options | 9,792 | -- | 162,939 | -- | Β 172,731 |
Dividends | -- | (1,408,015) | -- | -- | (1,408,015) |
Deferred tax on share-based payments | -- | -- | -- | (209,982) | (209,982) |
Total transactions with owners | Β 33,008 | (1,408,015) | 3,139,723 | (209,982) | 1,554,734 |
Balance as at 31 December 2016 | 253,008 | 4,433,624 | 6,929,723 | 17,914,478 | 29,530,833 |
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Consolidated statement of cashΒ flows
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
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Β
Β | Β Notes | 2016 Β£ | 2015 Β£ |
Cash flows from operating activities | Β | Β | Β |
Cash generated from operations | A | 3,063,415 | Β 2,871,051 |
Interest paid | Β | (88,668) | (94,064) |
Tax paid | Β | (602,833) | (616,402) |
Net cash from operating activities | Β | 2,371,914 | Β 2,160,585 |
Cash flows from investing activities | Β | Β | Β |
Purchase of subsidiary undertakings net of cash acquired | B | (4,821,051) | -- |
Purchase of intangible assets | Β | (91,621) | -- |
Purchase of tangible assets | Β | (13,960) | (67,199) |
Proceeds from sale of intangible assets | Β | Β 36,660 | 324 495 |
Interest received | Β | 52,909 | 50,914 |
Net cash (used in)/ generated from investing activities | Β | Β (4,837,063) | 308,210 |
Cash flows from financing activities | Β | Β | Β |
Issue of ordinary shares Repayment of bank loan | Β | 172,731 (600,000) | -- (500,000) |
Drawdown of bank loan | Β | Β 2,000,000 | -- |
Equity dividends paid | Β | (1,408,015) | (990,000) |
Net cash generated from /(used in) financing activities | Β | 164,716 | (1,490,000) |
(Decrease)/increase in cash and cash equivalents | Β | (2,300,433) | 978,795 |
Cash and cash equivalents at beginning of year | Β | Β 4,346,054 | 3,367,259 |
Cash and cash equivalents at end of year | Β | 2,045,621 | 4,346,054 |
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NotesΒ toΒ theΒ consolidatedΒ statementΒ ofΒ cashΒ flows
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
A. Reconciliation of profit before income tax to cash generated from operations | Β Β 2016 | Β Β 2015 |
Β | Β£ | Β£ |
Cash flows from operating activities | Β | Β |
Profit before income tax | 3,191,922 | 2,692,767 |
Depreciation and amortisation charges | 354,247 | 259,607 |
Loss on disposal of intangible assets | 7,811 | 14,194 |
Finance costs | 119,106 | 85,572 |
Finance income | (52,909) | (50,914) |
Operating cash flow before changes in working capital | 3,620,177 | 3,001,226 |
Increase in trade and other receivables | (504,453) | (15,363) |
Decrease in trade and other payables | (52,309) | (114,812) |
Cash generated from operations | 3,063,415 | 2,871,051 |
Β | Β | Β |
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Β
B.Β PurchaseΒ ofΒ SubsidiaryΒ undertakingsΒ netΒ ofΒ cashΒ acquired
On 5 September 2016Β theΒ GroupΒ obtainedΒ controlΒ ofΒ Ewemove Sales & Lettings Ltd "ESLL" and its dormant subsidiary Ewesheep Ltd "EL".
Β
Β
Β | Total Β£ |
Consideration | 5,000,000 |
Less: Cash acquired | (178,949) |
Purchase of subsidiary undertakings net of cash acquired | 4,821,051 |
Β
Company statement of cashΒ flows
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
Β | Β Notes | 2016 Β£ | 2015 Β£ |
Cash flows from operating activities Cash generated from operations | Β C | Β (1,459,633) | Β 381,040 |
Interest paid | Β | (88,668) | (94,064) |
Net cash (used in)/generated from operating activities | Β | (1,548,301) | 286,976 |
Cash flows from investing activities Purchase of subsidiary undertakings net of cash acquired | Β | Β (4,821,051) | Β -- |
Interest received | Β | 8,436 | 5,132 |
Equity dividends received | Β | 6,200,000 | 1,380,000 |
Net cash generated from investing activities | Β | 1,387,385 | Β 1,385,132 |
Cash flows from financing activities Issue of ordinary shares | Β | Β Β 172,731 Β | Β -- |
Repayment of bank loan | Β | (600,000) | (500,000) |
Drawdown of bank loan | Β | Β 2,000,000 | - |
Equity dividend paid | Β | (1,408,015) | (990,000) |
Net cash generated from/(used in) financing activities | Β | 164,716 | (1,490,000) |
Increase in cash and cash equivalents | Β | 3,800 | 182,108 |
Cash and cash equivalents at beginning of year | Β | 195,577 | 13,469 |
Cash and cash equivalents at end of year | Β | 199,377 | 195,577 Β |
Β
NotesΒ toΒ theΒ CompanyΒ statementΒ ofΒ cashΒ flows
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
C. Reconciliation of loss before income tax to cash generated from operations | Β Β 2016 | Β Β 2015 |
Β | Β£ | Β£ |
Cash flows from operating activities | Β | Β |
Profit before income tax | 5,390,493 | 849,556 |
Finance costs | 119,106 | 85,572 |
Finance income | (8,436) | (5,132) |
Equity dividend received | (6,200,000) | (1,380,000) |
Operating cash flow before changes in working capital | (698,837) | (450,004) |
(Increase)/decrease in trade and other receivables | (176,486) | 249,545 |
Increase/(decrease) in trade and other payables | (584,310) | 581,499 |
Cash (used in)/generated from operations | (1,459,633) | 381,040 |
Β
Notes to the consolidated financial Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
1. GeneralΒ information
The principal activity of The Property Franchise Group PLC (formerly MartinCo PLC) and its Subsidiaries is that of a UK residential property franchise business. The Group operates in the UK. The Company is a public limited company incorporated and domiciled in the UK and listed on AIM. The address of its head office and registered office is 2 St Stephenβs Court, St Stephenβs Road, Bournemouth, Dorset, UK.
Β
2. Basis ofΒ preparation
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2016 or 2015, but is derived from those accounts. Statutory accounts for 2015 have been delivered to the Registrar of Companies and those for 2016 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.Β
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
Β
TheΒ preparationΒ ofΒ financialΒ statementsΒ inΒ conformityΒ withΒ IFRSΒ requiresΒ theΒ useΒ ofΒ certainΒ criticalΒ accountingΒ estimates.Β ItΒ alsoΒ requires managementΒ toΒ exerciseΒ itsΒ judgementΒ inΒ theΒ processΒ ofΒ applyingΒ theΒ Group'sΒ accountingΒ policies.Β TheΒ areasΒ involvingΒ aΒ higherΒ degreeΒ of judgementΒ orΒ complexity,Β orΒ areasΒ whereΒ assumptionsΒ andΒ estimatesΒ areΒ significantΒ toΒ theΒ consolidatedΒ financialΒ statementsΒ areΒ disclosed in noteΒ 5.
Β
TheΒ presentationalΒ currencyΒ ofΒ theΒ financialΒ statementsΒ isΒ inΒ BritishΒ poundsΒ andΒ amountsΒ areΒ roundedΒ toΒ theΒ nearestΒ pound.
Β
GoingΒ Concern
TheΒ GroupΒ hasΒ producedΒ detailedΒ budgets,Β projectionsΒ andΒ cashΒ flowΒ forecasts.Β TheΒ DirectorsΒ haveΒ concludedΒ afterΒ reviewingΒ theseΒ budgets, projectionsΒ andΒ forecasts,Β makingΒ appropriateΒ enquiriesΒ ofΒ theΒ businessΒ andΒ havingΒ consideredΒ uncertaintiesΒ underΒ theΒ currentΒ economic environment,Β thatΒ thereΒ isΒ aΒ reasonableΒ expectationΒ thatΒ theΒ GroupΒ hasΒ adequateΒ resourcesΒ toΒ continueΒ inΒ operationΒ forΒ theΒ foreseeable future.Β Accordingly,Β theyΒ haveΒ adoptedΒ theΒ goingΒ concernΒ basisΒ inΒ preparingΒ theΒ financialΒ statements.
Β
NewΒ standards,Β amendmentsΒ andΒ interpretationsΒ issued
TheΒ followingΒ relevantΒ newΒ standards,Β amendmentsΒ toΒ standardsΒ andΒ interpretationsΒ haveΒ beenΒ issued,Β butΒ areΒ notΒ effectiveΒ forΒ theΒ financial yearΒ beginningΒ onΒ 1Β JanuaryΒ 2016,Β asΒ endorsedΒ byΒ theΒ EuropeanΒ Union,Β andΒ haveΒ notΒ beenΒ earlyΒ adopted:
Β
Standard | Key requirements | Effective date as adopted by the EU |
IFRS 9 | Financial Instruments | 1 January 2018 |
IFRS 15 | Revenue from contracts with customers | 1 January 2018 |
Β
TheΒ directorsΒ anticipateΒ thatΒ theΒ adoptionΒ ofΒ theseΒ StandardsΒ andΒ InterpretationsΒ inΒ futureΒ periodsΒ willΒ haveΒ noΒ materialΒ impactΒ onΒ the financialΒ statementsΒ ofΒ theΒ GroupΒ whenΒ theΒ relevantΒ standardsΒ andΒ interpretationsΒ comeΒ intoΒ effect.Β TheΒ principalΒ accountingΒ policies appliedΒ inΒ theΒ preparationΒ ofΒ theseΒ financialΒ statementsΒ areΒ setΒ outΒ below.Β TheseΒ policiesΒ haveΒ beenΒ consistentlyΒ appliedΒ toΒ allΒ theΒ years presented,Β unlessΒ otherwiseΒ stated.
Β
TheΒ followingΒ standardsΒ haveΒ beenΒ issuedΒ byΒ theΒ IASBΒ butΒ haveΒ notΒ yetΒ beenΒ endorsedΒ byΒ theΒ EU:
Β
Standard | Key requirements | Effective date |
IFRS 16 Amendments to IAS 7 Amendments to IAS 12 | Leases Disclosure initiatives Recognition of deferred tax assets for unrealised losses | 1 January 2019 1 January 2017 1 January 2017 Β |
Amendments to IFRS 2 | Classification and measurement of share based payments | 1 January 2018 |
Β
WhileΒ theΒ aboveΒ standardsΒ haveΒ notΒ beenΒ adoptedΒ byΒ theΒ EUΒ theΒ companyΒ isΒ currentlyΒ assessingΒ theirΒ impact.
Β
Notes to the consolidated financial Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
3. Basis ofΒ consolidation
TheΒ GroupΒ financialΒ statementsΒ includeΒ thoseΒ ofΒ theΒ parentΒ companyΒ andΒ itsΒ subsidiaries,Β drawnΒ upΒ toΒ 31Β DecemberΒ 2016.Β SubsidiariesΒ areΒ all entitiesΒ overΒ whichΒ theΒ GroupΒ hasΒ control.Β TheΒ GroupΒ controlsΒ anΒ entityΒ whenΒ theΒ GroupΒ isΒ exposedΒ to,Β orΒ hasΒ rightsΒ to, variableΒ returnsΒ fromΒ itsΒ involvementΒ withΒ theΒ entityΒ andΒ hasΒ theΒ abilityΒ toΒ affectΒ thoseΒ returnsΒ throughΒ itsΒ powerΒ overΒ theΒ entity.Β Subsidiaries areΒ fullyΒ consolidatedΒ fromΒ theΒ dateΒ onΒ whichΒ controlΒ isΒ transferredΒ toΒ theΒ Group.Β TheyΒ areΒ deconsolidatedΒ fromΒ theΒ dateΒ thatΒ controlΒ ceases.
Β
TheΒ GroupΒ appliesΒ theΒ acquisitionΒ methodΒ toΒ accountΒ forΒ businessΒ combinations.Β TheΒ considerationΒ transferredΒ forΒ theΒ acquisitionΒ ofΒ a subsidiaryΒ isΒ theΒ fairΒ valuesΒ ofΒ theΒ assetsΒ transferred,Β theΒ liabilitiesΒ incurredΒ toΒ theΒ formerΒ ownersΒ ofΒ theΒ acquireeΒ andΒ theΒ equityΒ interests issuedΒ byΒ theΒ Group.Β IdentifiableΒ assetsΒ acquiredΒ andΒ liabilitiesΒ andΒ contingentΒ liabilitiesΒ assumedΒ inΒ aΒ businessΒ combinationΒ areΒ measured initiallyΒ atΒ theirΒ fairΒ valuesΒ atΒ theΒ acquisitionΒ date.Β TheΒ GroupΒ recognisesΒ anyΒ non-controllingΒ interestΒ inΒ theΒ acquireeΒ onΒ anΒ acquisition-by- acquisitionΒ basis,Β eitherΒ atΒ fairΒ valueΒ orΒ atΒ theΒ non-controllingΒ interest'sΒ proportionateΒ shareΒ ofΒ theΒ recognisedΒ amountsΒ ofΒ acquiree's identifiableΒ netΒ assets.Β Acquisition-relatedΒ costsΒ areΒ expensedΒ asΒ incurred.
Β
Inter-companyΒ transactions,Β balancesΒ andΒ unrealisedΒ gainsΒ onΒ transactionsΒ betweenΒ GroupΒ companiesΒ areΒ eliminated.Β UnrealisedΒ lossesΒ are alsoΒ eliminated.Β WhenΒ necessaryΒ amountsΒ reportedΒ byΒ subsidiariesΒ haveΒ beenΒ adjustedΒ toΒ conformΒ withΒ theΒ Group'sΒ accountingΒ policies.
Β
4. Significant accountingΒ policies
RevenueΒ recognition
RevenueΒ representsΒ income,Β netΒ ofΒ VAT,Β fromΒ theΒ saleΒ ofΒ franchiseΒ agreements,Β resaleΒ fees andΒ managementΒ serviceΒ fees,Β leviedΒ toΒ franchisees monthlyΒ basedΒ onΒ theirΒ turnover,Β andΒ theΒ provisionΒ ofΒ trainingΒ andΒ ongoingΒ supportΒ toΒ franchisees.
Β
FeesΒ fromΒ theΒ saleΒ ofΒ franchiseΒ agreementsΒ areΒ notΒ refundableΒ andΒ areΒ recognisedΒ uponΒ theΒ earlierΒ ofΒ theΒ receiptΒ ofΒ fundsΒ orΒ theΒ signingΒ of theΒ franchiseΒ agreement.Β TheseΒ feesΒ areΒ forΒ theΒ useΒ ofΒ theΒ brandΒ alongΒ withΒ initialΒ trainingΒ andΒ supportΒ andΒ promotionΒ duringΒ theΒ opening phaseΒ ofΒ theΒ newΒ office.Β ResaleΒ feesΒ areΒ recognisedΒ inΒ theΒ monthΒ thatΒ aΒ contractΒ forΒ theΒ resaleΒ ofΒ aΒ franchiseΒ isΒ signed.Β ManagementΒ service feesΒ areΒ recognisedΒ onΒ aΒ monthlyΒ basis,Β withΒ otherΒ feesΒ recognisedΒ whenΒ theΒ trainingΒ andΒ supportΒ isΒ providedΒ toΒ theΒ franchisee.
Β
Fees from the sale of franchise agreements for the Ewemove brand are treated differently to the other brands, because an element of the initial fee is deferred and released over the first 12 months of trading of the franchise, where no monthly license fees are payable.
Β
OperatingΒ profit
ProfitΒ fromΒ operationsΒ isΒ statedΒ beforeΒ financeΒ income,Β financeΒ costsΒ andΒ taxΒ expense.
Β
IntangibleΒ assetsΒ -Β goodwill
GoodwillΒ (beingΒ theΒ differenceΒ betweenΒ theΒ fairΒ valueΒ ofΒ considerationΒ paidΒ andΒ theΒ fairΒ valueΒ ofΒ theΒ identifiableΒ assetsΒ atΒ theΒ dateΒ of acquisition)Β isΒ capitalised.Β GoodwillΒ isΒ notΒ amortised,Β butΒ subjectΒ toΒ anΒ annualΒ reviewΒ forΒ impairmentΒ (orΒ moreΒ frequentlyΒ ifΒ necessary).Β Any impairmentΒ isΒ chargedΒ toΒ theΒ profitΒ orΒ lossΒ asΒ itΒ arises.
Β
AnΒ impairmentΒ lossΒ isΒ recognisedΒ forΒ theΒ amountΒ byΒ whichΒ theΒ carryingΒ valueΒ ofΒ goodwillΒ exceedsΒ itsΒ recoverableΒ amount,Β whichΒ theΒ Directors assessΒ onΒ aΒ 'valueΒ inΒ use'Β basis.Β ToΒ determineΒ theΒ valueΒ inΒ use,Β managementΒ estimatesΒ expectedΒ futureΒ cashΒ flowsΒ fromΒ tradingΒ operations, eachΒ businessΒ beingΒ oneΒ cashΒ generatingΒ unit,Β andΒ determinesΒ aΒ suitableΒ growthΒ rateΒ inΒ orderΒ toΒ calculateΒ theΒ presentΒ valueΒ ofΒ thoseΒ cash flows.Β TheΒ discountΒ factorΒ reflectsΒ management'sΒ assessmentΒ ofΒ theΒ riskΒ profileΒ ofΒ theΒ business.
Β
Β Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
4.Β SignificantΒ accountingΒ policiesΒ continued
Β
BusinessΒ combinations
OnΒ theΒ acquisitionΒ ofΒ aΒ business,Β fairΒ valuesΒ areΒ attributedΒ toΒ theΒ identifiableΒ assetsΒ andΒ liabilitiesΒ andΒ contingentΒ liabilitiesΒ unlessΒ theΒ fair valueΒ cannotΒ beΒ measuredΒ reliablyΒ inΒ whichΒ caseΒ theΒ valueΒ isΒ subsumedΒ intoΒ goodwill.Β WhereΒ theΒ fairΒ valuesΒ ofΒ acquiredΒ contingentΒ liabilities cannotΒ beΒ measuredΒ reliably,Β theΒ assumedΒ contingentΒ liabilityΒ isΒ notΒ recognisedΒ butΒ isΒ disclosedΒ inΒ theΒ sameΒ mannerΒ asΒ other
contingentΒ liabilities.
Β
GoodwillΒ isΒ theΒ differenceΒ betweenΒ theΒ fairΒ valueΒ ofΒ theΒ considerationΒ andΒ theΒ fairΒ valueΒ ofΒ identifiableΒ assetsΒ acquired.Β GoodwillΒ arisingΒ on acquisitionsΒ isΒ capitalisedΒ andΒ subjectΒ toΒ anΒ impairmentΒ review,Β bothΒ annuallyΒ andΒ whenΒ thereΒ isΒ anΒ indicationΒ thatΒ theΒ carryingΒ valueΒ mayΒ not beΒ recoverable.
Β
Intangible assets
IntangibleΒ assetsΒ withΒ aΒ finiteΒ lifeΒ areΒ carriedΒ atΒ costΒ lessΒ amortisationΒ andΒ anyΒ impairmentΒ losses.Β IntangibleΒ assetsΒ representΒ itemsΒ which meetΒ theΒ recognitionΒ criteriaΒ ofΒ IASΒ 38,Β inΒ thatΒ itΒ isΒ probableΒ thatΒ futureΒ economicΒ benefitsΒ attributableΒ toΒ theΒ assetsΒ willΒ flowΒ toΒ theΒ entity andΒ theΒ costΒ canΒ beΒ measuredΒ reliably.
Β
InΒ accordanceΒ withΒ IFRSΒ 3Β BusinessΒ Combinations,Β anΒ intangibleΒ assetΒ acquiredΒ inΒ aΒ businessΒ combinationΒ isΒ deemedΒ toΒ haveΒ aΒ costΒ to
theΒ GroupΒ ofΒ itsΒ fairΒ valueΒ atΒ theΒ acquisitionΒ date.Β TheΒ fairΒ valueΒ ofΒ theΒ intangibleΒ assetΒ reflectsΒ marketΒ expectationsΒ aboutΒ theΒ probability thatΒ theΒ futureΒ economicΒ benefitsΒ embodiedΒ inΒ theΒ assetΒ willΒ flowΒ toΒ theΒ Group.
Β
AmortisationΒ chargesΒ areΒ includedΒ inΒ administrativeΒ expensesΒ inΒ theΒ StatementΒ ofΒ ComprehensiveΒ Income.Β AmortisationΒ beginsΒ whenΒ the intangibleΒ assetΒ isΒ firstΒ availableΒ forΒ useΒ andΒ isΒ providedΒ atΒ ratesΒ calculatedΒ toΒ writeΒ offΒ theΒ costΒ ofΒ eachΒ intangibleΒ assetΒ overΒ itsΒ expected usefulΒ life,Β asΒ follows:
Β
Brands - CJ Hole, Parkers, Ellis & Co IndefiniteΒ life
Brands - Ewemove 21 years
CustomerΒ lists 5 years
MasterΒ franchiseΒ agreements - Whitegates, CJ Hole, Parkers, Ellis & Co 25Β years
Master franchise agreements - Ewemove 21 years
Technology 5 years
Β
Β
AcquiredΒ customerΒ relationshipsΒ areΒ identifiedΒ asΒ aΒ separateΒ intangibleΒ assetΒ asΒ theyΒ areΒ separableΒ andΒ canΒ beΒ reliablyΒ measuredΒ byΒ valuation ofΒ futureΒ cashΒ flows.Β ThisΒ valuationΒ alsoΒ assessesΒ theΒ lifeΒ ofΒ theΒ particularΒ relationship.Β TheΒ lifeΒ ofΒ theΒ relationshipΒ isΒ assessedΒ annually.
Β
CustomerΒ relationshipΒ assetsΒ areΒ beingΒ writtenΒ offΒ overΒ aΒ remainingΒ lifeΒ ofΒ 5Β years.
Β
AcquiredΒ masterΒ franchise agreementsΒ areΒ identifiedΒ asΒ aΒ separateΒ intangibleΒ assetΒ asΒ theyΒ areΒ separableΒ andΒ canΒ beΒ reliablyΒ measuredΒ by valuationΒ ofΒ futureΒ cashΒ flows.Β TheΒ lifeΒ ofΒ theΒ relationshipΒ isΒ assessedΒ annually.Β MasterΒ franchiseΒ agreementsΒ areΒ beingΒ writtenΒ offΒ overΒ a remainingΒ lifeΒ of 21-25Β yearsΒ asΒ historicalΒ analysesΒ showsΒ that,Β onΒ average,Β 4-5%Β ofΒ franchisesΒ willΒ changeΒ ownershipΒ perΒ annum.
Β
AcquiredΒ tradeΒ namesΒ areΒ identifiedΒ asΒ separateΒ intangibleΒ assetsΒ whereΒ theyΒ canΒ beΒ reliablyΒ measuredΒ byΒ valuationΒ ofΒ futureΒ cashΒ flows. TheΒ tradeΒ namesΒ CJ Hole, Parkers and Ellis & CoΒ areΒ assessedΒ asΒ havingΒ indefiniteΒ livesΒ dueΒ toΒ theirΒ longΒ tradingΒ histories.
Β
SubsequentΒ toΒ initialΒ recognition,Β intangibleΒ assetsΒ areΒ statedΒ atΒ deemedΒ costΒ lessΒ accumulatedΒ amortisationΒ andΒ impairmentΒ charges.
Β
InvestmentΒ inΒ subsidiaries
InvestmentsΒ inΒ subsidiariesΒ areΒ statedΒ inΒ theΒ parentΒ company'sΒ balanceΒ sheetΒ atΒ costΒ lessΒ anyΒ provisionsΒ forΒ impairments.
Β
Β Notes to the consolidated financial Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
Β
4.Β SignificantΒ accountingΒ policies (continued)
Property,Β plantΒ andΒ equipment
ItemsΒ ofΒ property,Β plantΒ andΒ equipmentΒ areΒ statedΒ atΒ costΒ ofΒ acquisitionΒ lessΒ accumulatedΒ depreciationΒ andΒ impairmentΒ losses.Β DepreciationΒ is chargedΒ soΒ asΒ toΒ writeΒ offΒ theΒ costΒ ofΒ assetsΒ overΒ theirΒ estimatedΒ usefulΒ livesΒ onΒ theΒ followingΒ bases:
Β
Fixtures,Β fittingsΒ andΒ officeΒ equipment 15% reducing balance
Computer equipment over 3 years
ShortΒ leaseholdΒ improvements overΒ theΒ leaseΒ term
Β
IncomeΒ taxes
CurrentΒ taxΒ isΒ theΒ taxΒ currentlyΒ payableΒ basedΒ onΒ theΒ taxableΒ profitΒ forΒ theΒ year.
Β
DeferredΒ tax
DeferredΒ incomeΒ taxesΒ areΒ calculatedΒ usingΒ theΒ liabilityΒ methodΒ onΒ temporaryΒ differences,Β atΒ theΒ taxΒ rateΒ thatΒ isΒ substantivelyΒ enactedΒ atΒ the balanceΒ sheetΒ date.Β DeferredΒ taxΒ isΒ generallyΒ providedΒ onΒ theΒ differenceΒ betweenΒ theΒ carryingΒ amountΒ ofΒ assetsΒ andΒ liabilitiesΒ andΒ theirΒ tax bases.Β However,Β deferredΒ taxΒ isΒ notΒ providedΒ onΒ theΒ initialΒ recognitionΒ ofΒ goodwill,Β norΒ onΒ theΒ initialΒ recognitionΒ ofΒ anΒ assetΒ orΒ liabilityΒ unless theΒ relatedΒ transactionΒ isΒ aΒ businessΒ combinationΒ orΒ affectsΒ taxΒ orΒ accountingΒ profit.Β TaxΒ lossesΒ availableΒ toΒ beΒ carriedΒ forwardΒ asΒ wellΒ as otherΒ incomeΒ taxΒ creditsΒ toΒ theΒ GroupΒ areΒ assessedΒ forΒ recognitionΒ asΒ deferredΒ taxΒ assets.
Β
DeferredΒ taxΒ liabilitiesΒ areΒ providedΒ inΒ full,Β withΒ noΒ discounting.Β DeferredΒ taxΒ assetsΒ areΒ recognisedΒ toΒ theΒ extentΒ thatΒ itΒ isΒ probableΒ thatΒ the underlyingΒ deductibleΒ temporaryΒ differencesΒ willΒ beΒ ableΒ toΒ beΒ offsetΒ againstΒ futureΒ taxableΒ income.Β CurrentΒ andΒ deferredΒ taxΒ assetsΒ and liabilitiesΒ areΒ calculatedΒ atΒ taxΒ ratesΒ thatΒ areΒ expectedΒ toΒ applyΒ toΒ theirΒ respectiveΒ periodΒ ofΒ realisation,Β providedΒ theyΒ areΒ enactedΒ or substantivelyΒ enactedΒ atΒ theΒ balanceΒ sheetΒ date.Β ChangesΒ inΒ deferredΒ taxΒ assetsΒ orΒ liabilitiesΒ areΒ recognisedΒ asΒ aΒ componentΒ ofΒ taxΒ expenseΒ in theΒ income statement.
Β
OperatingΒ leaseΒ commitments
RentalsΒ applicableΒ toΒ operatingΒ leasesΒ whereΒ substantiallyΒ allΒ ofΒ theΒ benefitsΒ andΒ risksΒ ofΒ ownershipΒ remainΒ withΒ theΒ lessorΒ areΒ chargedΒ to profit/lossΒ onΒ aΒ straight-lineΒ basisΒ overΒ theΒ periodΒ ofΒ theΒ lease.
Β
CashΒ andΒ cashΒ equivalents
CashΒ andΒ cashΒ equivalentsΒ areΒ definedΒ asΒ cashΒ balancesΒ inΒ handΒ andΒ inΒ theΒ bankΒ (includingΒ short-termΒ cashΒ deposits).
Β
FinancialΒ assets
TheΒ GroupΒ onlyΒ hasΒ financialΒ assetsΒ classifiedΒ asΒ loansΒ andΒ receivables.Β TheΒ loansΒ andΒ receivablesΒ compriseΒ tradeΒ andΒ otherΒ receivablesΒ and cashΒ andΒ cashΒ equivalentsΒ inΒ theΒ ConsolidatedΒ StatementΒ ofΒ FinancialΒ Position.Β CashΒ andΒ cashΒ equivalentsΒ (whichΒ excludeΒ anyΒ clientΒ account monies)Β includeΒ cashΒ inΒ handΒ andΒ depositsΒ heldΒ atΒ callΒ withΒ banks.
Β
Loans andΒ receivables
TheseΒ assetsΒ areΒ non-derivativeΒ financialΒ assetsΒ withΒ fixedΒ orΒ determinableΒ paymentsΒ thatΒ areΒ notΒ quotedΒ inΒ anΒ activeΒ market.Β TheyΒ arise principallyΒ throughΒ theΒ provisionΒ ofΒ servicesΒ toΒ franchiseesΒ (e.g.Β tradeΒ receivables),Β butΒ alsoΒ incorporateΒ otherΒ typesΒ ofΒ contractualΒ monetary asset.Β TheyΒ areΒ initiallyΒ recognisedΒ atΒ fairΒ valueΒ plusΒ transactionΒ costsΒ thatΒ areΒ directlyΒ attributableΒ toΒ theirΒ acquisitionΒ orΒ issue,Β andΒ are subsequentlyΒ carriedΒ atΒ amortisedΒ costΒ usingΒ theΒ effectiveΒ interestΒ rateΒ method,Β lessΒ provisionΒ forΒ impairment.
Β
ImpairmentΒ provisionsΒ areΒ recognisedΒ whenΒ thereΒ isΒ objectiveΒ evidenceΒ (suchΒ asΒ significantΒ financialΒ difficultiesΒ onΒ theΒ partΒ ofΒ the counterpartyΒ orΒ defaultΒ orΒ significantΒ delayΒ inΒ payment)Β thatΒ theΒ GroupΒ willΒ beΒ unableΒ toΒ collectΒ allΒ ofΒ theΒ amountsΒ dueΒ underΒ theΒ termsΒ ofΒ the receivable,Β theΒ amountΒ ofΒ suchΒ aΒ provisionΒ beingΒ theΒ differenceΒ betweenΒ theΒ netΒ carryingΒ amountΒ andΒ theΒ presentΒ valueΒ ofΒ theΒ future expectedΒ cashΒ flowsΒ associatedΒ withΒ theΒ impairedΒ receivable.Β ForΒ tradeΒ receivables,Β whichΒ areΒ reportedΒ net,Β suchΒ provisionsΒ areΒ recordedΒ inΒ a separateΒ allowanceΒ accountΒ withΒ theΒ lossΒ beingΒ recognisedΒ withinΒ administrativeΒ expensesΒ inΒ theΒ incomeΒ statement.Β OnΒ confirmationΒ that theΒ tradeΒ receivableΒ willΒ notΒ beΒ collectable,Β theΒ grossΒ carryingΒ valueΒ ofΒ theΒ assetΒ isΒ writtenΒ offΒ againstΒ theΒ associatedΒ provision.
Β
Notes to the consolidated financial statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
Β
4. Significant accounting policies (continued)
FinancialΒ liabilities
FinancialΒ liabilitiesΒ areΒ comprisedΒ ofΒ tradeΒ payables,Β borrowingsΒ andΒ otherΒ short-termΒ monetaryΒ liabilities,Β whichΒ areΒ recognisedΒ at amortisedΒ cost.
Β
TradeΒ payablesΒ andΒ otherΒ short-termΒ monetaryΒ liabilities,Β areΒ initiallyΒ recognisedΒ atΒ fairΒ valueΒ andΒ subsequentlyΒ carriedΒ atΒ amortisedΒ cost usingΒ theΒ effectiveΒ interestΒ method.
Β
BorrowingsΒ areΒ recognisedΒ initiallyΒ atΒ fairΒ value,Β netΒ ofΒ transactionΒ costsΒ incurred.Β BorrowingsΒ areΒ subsequentlyΒ carriedΒ atΒ amortisedΒ cost;Β any differenceΒ betweenΒ theΒ proceedsΒ (netΒ ofΒ transactionΒ costs)Β andΒ theΒ redemptionΒ valueΒ isΒ recognisedΒ inΒ theΒ incomeΒ statementΒ overΒ theΒ period ofΒ theΒ borrowingsΒ usingΒ theΒ effectiveΒ interestΒ method.
Β
FeesΒ paidΒ onΒ theΒ establishmentΒ ofΒ loanΒ facilitiesΒ areΒ recognisedΒ asΒ transactionΒ costsΒ ofΒ theΒ loanΒ toΒ theΒ extentΒ thatΒ itΒ isΒ probableΒ thatΒ someΒ or allΒ ofΒ theΒ facilityΒ willΒ beΒ drawnΒ down.Β InΒ thisΒ case,Β theΒ feeΒ isΒ deferredΒ untilΒ theΒ draw-downΒ occurs.Β ToΒ theΒ extentΒ thereΒ isΒ noΒ evidenceΒ thatΒ itΒ is probableΒ thatΒ someΒ orΒ allΒ ofΒ theΒ facilityΒ willΒ beΒ drawnΒ down,Β theΒ feeΒ isΒ capitalisedΒ asΒ aΒ pre-paymentΒ forΒ liquidityΒ servicesΒ andΒ amortisedΒ over theΒ periodΒ ofΒ theΒ facilityΒ toΒ whichΒ itΒ relates.
Β
ShareΒ options
TheΒ CompanyΒ issuesΒ equity-settledΒ share-basedΒ paymentsΒ toΒ certainΒ employees.Β Equity-settledΒ share-basedΒ paymentsΒ areΒ measuredΒ atΒ fair valueΒ atΒ theΒ dateΒ ofΒ grant.Β TheΒ fairΒ valueΒ determinedΒ atΒ theΒ grantΒ dateΒ ofΒ theΒ equity-settledΒ share-basedΒ paymentsΒ isΒ expensedΒ onΒ aΒ straight- lineΒ basisΒ overΒ theΒ vestingΒ period,Β togetherΒ withΒ aΒ correspondingΒ increaseΒ inΒ equity,Β basedΒ uponΒ theΒ Company'sΒ estimateΒ ofΒ theΒ sharesΒ that will eventuallyΒ vest.
Β
FairΒ valueΒ isΒ measuredΒ usingΒ theΒ Black-ScholesΒ optionΒ pricingΒ modelΒ takingΒ intoΒ accountΒ theΒ followingΒ inputs:
Β· | the exercise price of the option; |
Β· | the life of the option; |
Β· | the market price on the date of the grant of the option; |
Β· | the expected volatility of the share price; |
Β· | the dividends expected on the shares; and |
Β· | the risk free interest rate for the life of the option. |
Β
TheΒ expectedΒ lifeΒ usedΒ inΒ theΒ modelΒ hasΒ beenΒ adjusted,Β basedΒ onΒ management'sΒ bestΒ estimate,Β forΒ theΒ effectsΒ ofΒ non-transferability,Β exercise restrictionsΒ andΒ behavioralΒ considerations.
Β
Provisions
A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. The increase in the provision due to the passage of time is recognised in finance costs.
Β
5. CriticalΒ accountingΒ estimatesΒ andΒ judgementsΒ andΒ keyΒ sourcesΒ ofΒ estimationΒ uncertainty
TheΒ CompanyΒ makesΒ certainΒ estimatesΒ andΒ assumptionsΒ regardingΒ theΒ future.Β EstimatesΒ andΒ judgementsΒ areΒ continuallyΒ evaluatedΒ basedΒ on historicalΒ experienceΒ andΒ otherΒ factors,Β includingΒ expectationsΒ ofΒ futureΒ eventsΒ thatΒ areΒ believedΒ toΒ beΒ reasonableΒ underΒ theΒ circumstances. InΒ theΒ future,Β actualΒ experienceΒ mayΒ differΒ fromΒ theseΒ estimatesΒ andΒ assumptions.Β TheΒ estimatesΒ andΒ assumptionsΒ thatΒ haveΒ aΒ significantΒ risk ofΒ causingΒ aΒ materialΒ adjustmentΒ toΒ theΒ carryingΒ amountsΒ ofΒ assetsΒ andΒ liabilitiesΒ withinΒ theΒ nextΒ financialΒ yearΒ areΒ discussedΒ below.
Β
ImpairmentΒ ofΒ intangibles
TheΒ GroupΒ isΒ requiredΒ toΒ test,Β whereΒ indicatorsΒ ofΒ impairmentΒ exist,Β whetherΒ intangiblesΒ assetsΒ haveΒ sufferedΒ anyΒ impairment.
TheΒ recoverableΒ amountΒ isΒ determinedΒ basedΒ onΒ valueΒ inΒ useΒ calculations.Β TheΒ useΒ ofΒ thisΒ methodΒ requiresΒ theΒ estimationΒ ofΒ futureΒ cash flowsΒ andΒ theΒ choiceΒ ofΒ aΒ discountΒ rateΒ inΒ orderΒ toΒ calculateΒ theΒ presentΒ valueΒ ofΒ theΒ cashΒ flows.Β KeyΒ assumptionsΒ forΒ theΒ valueΒ inΒ use calculationΒ areΒ describedΒ inΒ noteΒ 17.
Β
ValuationΒ ofΒ separableΒ intangiblesΒ onΒ acquisition
WhenΒ valuingΒ theΒ intangiblesΒ acquiredΒ inΒ aΒ businessΒ combination,Β managementΒ estimateΒ theΒ expectedΒ futureΒ cashΒ flowsΒ fromΒ theΒ assetΒ and chooseΒ aΒ suitableΒ discountΒ rateΒ inΒ orderΒ toΒ calculateΒ theΒ presentΒ valueΒ ofΒ thoseΒ cashΒ flows.Β SeparableΒ intangiblesΒ valuedΒ onΒ acquisitionsΒ made inΒ yearΒ were Β£5.2m (2015: Β£nil)Β asΒ detailedΒ furtherΒ inΒ noteΒ 17.
Notes to the consolidated financial statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
Β 6.SegmentalΒ reporting
TheΒ BoardΒ ofΒ Directors,Β asΒ theΒ chiefΒ operatingΒ decision-makingΒ body,Β reviewΒ financialΒ informationΒ forΒ andΒ makeΒ decisionsΒ aboutΒ theΒ Group's overallΒ franchisingΒ businessΒ andΒ haveΒ identifiedΒ aΒ singleΒ operatingΒ segment,Β thatΒ ofΒ propertyΒ franchising.
Β
Β 7.Revenue
TheΒ DirectorsΒ believeΒ thereΒ toΒ beΒ threeΒ materialΒ incomeΒ streamsΒ relevantΒ toΒ propertyΒ franchisingΒ whichΒ areΒ splitΒ asΒ follows:
Β
Β | 2016 Β£ | 2015 Β£ |
Management Service Fee | 6,874,542 | 6,190,911 |
Franchise sales | 412,448 | 316,847 |
Other | 1,014,385 | 623,209 |
Β | 8,301,375 | 7,130,967 |
Β
AllΒ revenueΒ isΒ earnedΒ inΒ theΒ UKΒ andΒ noΒ customerΒ representsΒ greaterΒ thanΒ 10Β perΒ centΒ ofΒ totalΒ revenueΒ inΒ eitherΒ ofΒ theΒ yearsΒ reported. OtherΒ revenueΒ relatesΒ toΒ trainingΒ andΒ ongoingΒ supportΒ toΒ franchisees.
8.AdministrativeΒ expenses
AdministrativeΒ expensesΒ relateΒ toΒ thoseΒ expensesΒ thatΒ areΒ notΒ directlyΒ attributableΒ toΒ anyΒ specificΒ salesΒ activity.
Β
AdministrativeΒ expensesΒ forΒ theΒ yearΒ wereΒ asΒ follows:
Β
Β | 2016 Β£ | 2015 Β£ |
Employee costs (see note 9) | 2,392,050 | 2,353,365 |
Property costs | 110,659 | 179,845 |
General administrative costs Β | 1,388,660 | 1,106,988 |
Amortisation | 326,030 | 240,491 |
Β | 4,217,399 | 3,880,629 |
Β
Β
Β
Β
Β
9.Employees andΒ Directors
AverageΒ numbersΒ ofΒ employeesΒ (includingΒ Directors),Β employedΒ duringΒ theΒ year:
Β
Β
Β | Group | Company | ||
Β | 2016 | 2015 | 2016 | 2015 |
Administration | 35 | 30 | -- | -- |
Management | 9 | 9 | 2 | 2 |
Β | 44 | 39 | 2 | 2 |
Β
Β
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
Β
9. Employees and Directors (continued) Employee costs (including Directors) during the year amounted to: | Β | |
Β | 2016 Β£ | 2015 Β£ |
Wages and salaries | 2,132,615 | 2,107,274 |
Social security costs | 249,988 | 246,091 |
Pension costs | 9,447 | -- |
Β | 2,392,050 | 2,353,365 |
Exceptional costs arising through redundancy | 105,347 | 166,069 |
Β
KeyΒ managementΒ personnelΒ areΒ definedΒ asΒ DirectorsΒ andΒ executivesΒ ofΒ theΒ Group.Β DetailsΒ ofΒ theΒ remunerationΒ ofΒ theΒ keyΒ management personnelΒ areΒ shownΒ below:
Β
Β | 2016 Β£ | 2015 Β£ |
Wages and salaries | 952,009 | 1,014,249 |
Social security costs | 122,142 | 126,817 |
Pension contributions | 1,647 | - |
Β | 1,075,798 | 1,141,066 |
Exceptional costs arising through redundancy | 90,855 | - |
Β
DetailsΒ ofΒ theΒ Directors'Β emolumentsΒ areΒ disclosedΒ inΒ theΒ Directors'Β RemunerationΒ ReportΒ onΒ pagesΒ 24Β toΒ 25.Β TheΒ share-basedΒ payments chargeΒ forΒ theΒ currentΒ yearΒ andΒ theΒ priorΒ yearΒ were immaterial so were not charged to the income statement.
Β
10. ExceptionalΒ items
Β
TheΒ exceptional items consist of Β£149,598 acquisition costs for Ewemove Sales & Lettings Ltd and Β£105,347 redundancy costs as a result of restructuring. In the prior year exceptional items represented redundancy costs relating to the acquisition of Xperience Franchising Limited and Whitegates Estate Agency Limited.
Β
11. Operating profit | Β Β 2016 | Β Β 2015 |
Β | Β£ | Β£ |
The operating profit is stated after charging: Depreciation | Β 28,217 | Β 19,166 |
Amortisation | 326,030 | 240,491 |
Loss on disposal of intangible assets | 7,811 | 14,194 |
Auditor's remuneration (see below) | 134,000 | Β 49,250 |
Staff costs (note 9) | 2,497,397 | 2,519,434 |
Operating lease expenditure | 64,500 | 65,634 |
Audit services | Β | Β |
- Audit of the Company and consolidated accounts | 62,500 | 45,000 |
- Audit related assurance services Β | 3,750 Β Β | 4,250 Β
|
Other non-audit services | Β | Β |
- Corporate finance services Β Β | 41,250 | -- |
- Tax advisory services Β | 26,500 | -- |
Β | 134,000 | 49,250 |
Comprising: Audit services | Β 66,250 | Β 49,250 |
Non-audit services | 67,750 | -- |
Β | Β 134,000 | Β 49,250 |
Β
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
12. Finance income and costs | Β Β 2016 | Β Β 2015 | |
Β | Β£ | Β£ | |
Finance income: | Β | Β | |
Bank interest | 34,052 | 33,742 | |
Other similar income | 18,857 | 17,172 | |
Β | 52,909 | 50,914 | |
Β | Β 2016 Β£ | Β 2015 Β£ | |
Finance costs: Bank interest | Β 89,350 Β | Β 85,572 | |
Unwinding of discounting on deferred consideration | 29,756 | -- | |
Β | 119,106 | 85,572 | |
Β | Β | Β | |
Β 13. Taxation | Β | Β | |
Β Β | 2016 Β£ | 2015 Β£ | |
Current tax | 386,610 | 575,836 | |
Adjustments in respect of previous periods | (8,741) | -- | |
Current tax total | 377,869 | 575,836 | |
Β | Β | Β | |
Deferred tax credit on acquired business combinations | (46,485) | (37,169) | |
Adjustment to deferred tax rate from 20% to 17% | (133,808) | -- | |
Deferred tax total | (180,293) | (37,169) | |
Β | Β | Β | |
Total tax charge in statement of comprehensive income | 197,576 | Β 538,667 | |
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below. Β | Β | Β | |
Β | 2016 Β£ | 2015 Β£ | |
Profit on ordinary activities before tax Profit on ordinary activities multiplied by the effective standard rate of corporation tax in the UK of 20% | 3,191,922 | 2,692,767 | |
(2015: 20.25%) Effects of: Expenses not deductible for tax purposes | 638,384 Β 20,576 | 545,285 Β 18,201 | |
Depreciation in excess of capital allowances | (22,430) | (26,693) | |
Effect of change in rate used for deferred tax | (133,808) | -- | |
Tax relief on share based payments | (296,405) | -- | |
Adjustments in respect of previous periods | (8,741) | -- | |
Losses carried forward | -- | 1,874 | |
Total tax charge in respect of continuing activities | 197,576 | 538,667 | |
| Β | Β | Β | Β |
Β
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
14. Earnings perΒ share
EarningsΒ perΒ shareΒ isΒ calculatedΒ byΒ dividingΒ theΒ profitΒ forΒ theΒ financialΒ yearΒ byΒ theΒ weightedΒ averageΒ numberΒ ofΒ sharesΒ duringΒ theΒ year.
Β
Β | 2016 Β£ | 2015 Β£ |
Earnings per ordinary share Profit from continuing operations | Β 2,994,346 | Β 2,154,100 |
Β | 2,994,346 | 2,154,100 |
Β
DilutedΒ earningsΒ perΒ ordinaryΒ share
TheΒ chargeΒ relatingΒ toΒ share-basedΒ paymentsΒ isΒ immaterialΒ andΒ thereforeΒ theΒ earningsΒ usedΒ inΒ theΒ dilutedΒ earningsΒ perΒ ordinaryΒ share calculationΒ areΒ theΒ sameΒ asΒ thatΒ shownΒ above.
Β
Β | 2016 Number | 2015 Number |
Weighted average number of shares Number used in basic earnings per share | Β 23,017,702 | Β 22,000,000 |
Dilutive effect of share options on ordinary shares | 457,132 Β | 848,442 |
Number used in diluted earnings per share | 23,474,834 | 22,848,442 |
Β
Β
Β
15. Profit of ParentΒ Company
AsΒ permittedΒ byΒ SectionΒ 408Β ofΒ theΒ CompaniesΒ ActΒ 2006,Β theΒ incomeΒ statementΒ ofΒ theΒ parentΒ companyΒ isΒ notΒ presentedΒ asΒ partΒ ofΒ these financialΒ statements.Β TheΒ ParentΒ Company'sΒ profitΒ forΒ theΒ financialΒ yearΒ wasΒ Β£5,840,528 (2015: Β£955,645).
Β
Β
16. Dividends
Β
Β | 2016 Β£ | 2015 Β£ | |
Final Dividend for 2015 4.1p per share paid 16 May 2016 (2015: 2.7p per share paid 11 May 2015) | Β 902,000 | Β 594,000 | |
Β Interim Dividend for 2016 | Β | Β | |
2p per share paid 7 October 2016 (2015: 1.8p per share paid 30 September 2016) | 506,015 | 396,000 | |
Β | Β | Β | |
Total dividend paid | 1,408,015 | 990,000 | |
| Β | Β | Β | Β |
Β
The Directors propose a final dividend for 2016 of 4.5p per share totalling Β£1,138,534, which they expect will be paid on 11 May 2017. As this is subject to approval by the shareholders no provision has been made for this in these financial statements.
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
17. Intangible assets | Β | Β | Β | Β | Β | Β | Β | Β | |
Β | Β | Β | Master Franchise Agreement Β£ | Β Β Brands Β£ | Β Β Technology Β£ | Β Β Customer lists Β£ | Β Β Goodwill Β£ | Β Β Total Β£ | |
Cost Brought forward 1 January 2015 | Β | Β | Β 4,075,085 | Β 571,000 | Β -- | Β 280,521 Β | Β 1,388,217 | Β 6,314,823 | |
Disposals | Β | Β | -- | -- | -- | (19,267) | -- | (19,267) | |
Carried forward 31 December 2015 | Β | Β | 4,075,085 | 571,000 | -- | 261,254 | 1,388,217 | 6,295,556 | |
Additions - acquired separately | Β | Β | -- | -- | -- | 91,621 | -- | 91,621 | |
Additions - acquired business combinations (note | e 29) | Β | 3,728,351 | 1,401,239 | 92,704 | -- | 5,837,943 | 11,060,237 | |
Disposals | Β | Β | -- | -- | -- | Β (36,050) | -- | (36,050) | |
Carried forward 31 December 2016 | Β | Β | 7,803,436 | 1,972,239 | 92,704 | 316,825 | 7,226,160 | 17,411,364 | |
Amortisation Β | Β | Β | Β | Β | Β | Β | Β | Β | |
Brought forward at 1 January 2015 | Β | Β | 27,167 | -- Β | -- | 17,483 | -- | 44,650 | |
Charge for year | Β | Β | 163,003 | -- | -- | 77,488 | -- | 240,491 | |
Eliminated on disposals | Β | Β | -- | -- | -- | (3,921) | -- | (3,921) | |
Carried forward 31 December 2015 | Β | Β | 190,170 | -- | -- | 91,050 | -- | 281,220 | |
Β Charge for year | Β | Β |
Β 222,184 | Β 22,242 | Β 6,180 | Β 75,424 | Β -- |
326,030 | |
Eliminated on disposals | Β | Β | -- | -- | -- | (16,222) | -- | (16,222) | |
Carried forward 31 December 2016 | Β | Β | Β 412,354 | 22,242 | 6,180 | 150,252 | -- | 591,028 | |
Net book value At 31 December 2016 | Β | Β | Β | Β | Β | Β | Β | Β | |
At 31 December 2016 | Β | Β | 7,391,082 | 1,949,997 | 86,524 | 166,573 | Β 7,226,160 | 16,820,336 | |
At 31 December 2015 | Β | Β | 3,884,915 | 571,000 | -- | Β 170,204 | 1,338,217 | 6,014,336 | |
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
Β
TheΒ carryingΒ amountΒ ofΒ goodwillΒ relatesΒ toΒ four (2015: three)Β cashΒ generatingΒ units,Β andΒ reflectsΒ theΒ differenceΒ betweenΒ theΒ fairΒ valueΒ ofΒ consideration transferredΒ andΒ theΒ fairΒ valueΒ ofΒ assetsΒ andΒ liabilitiesΒ purchased.
Β
Business combinations acquired October 2014
Β
GoodwillΒ isΒ assessedΒ forΒ impairmentΒ byΒ comparingΒ theΒ carryingΒ valueΒ toΒ theΒ valueΒ inΒ useΒ calculations.Β The value in use ofΒ theΒ goodwill arisingΒ onΒ theΒ acquisitionsΒ ofΒ XperienceΒ FranchisingΒ LimitedΒ ("XFL")Β andΒ WhitegatesΒ EstateΒ AgencyΒ LimitedΒ ("WEAL")Β isΒ basedΒ on the cash flows derived from the actual revenuesΒ and operatingΒ margins for 2016 and projectionsΒ throughΒ toΒ 31Β DecemberΒ 2018.Β ThereafterΒ projectedΒ revenueΒ growthΒ wasΒ assumedΒ toΒ declineΒ linearlyΒ toΒ a long-termΒ growthΒ rateΒ ofΒ 2.2%.
Β
TheΒ cashΒ flowsΒ arisingΒ wereΒ discountedΒ byΒ theΒ weightedΒ averageΒ costΒ ofΒ capital which included a small companies Β riskΒ premium to allow for factors such as illiquidity in the sharesΒ .Β TheseΒ discountΒ ratesΒ wereΒ 13.5%Β forΒ XFLΒ andΒ 15.0%Β forΒ WEAL,Β theΒ latter higherΒ rateΒ reflectingΒ WEAL'sΒ smallerΒ sizeΒ andΒ moreΒ volatileΒ earnings.Β ThisΒ resultedΒ inΒ aΒ totalΒ valueΒ forΒ eachΒ companyΒ ofΒ theΒ identifiable intangiblesΒ assets that exceeded the carrying values of the respective companies' goodwill.
Β
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
17. IntangibleΒ assets (continued)
Β
TheΒ DirectorsΒ doΒ notΒ considerΒ goodwillΒ toΒ beΒ impaired.Β TheΒ DirectorsΒ believeΒ thatΒ noΒ reasonablyΒ possibleΒ changeΒ inΒ assumptions at the year end willΒ cause theΒ valueΒ inΒ useΒ toΒ fallΒ belowΒ theΒ carryingΒ valueΒ andΒ henceΒ impairΒ theΒ goodwill.
Β
TheΒ masterΒ franchiseΒ agreementsΒ areΒ beingΒ amortisedΒ overΒ 25Β years.Β TheΒ periodΒ ofΒ amortisationΒ remainingΒ atΒ 31Β DecemberΒ 2016Β was 22 years 10 months.
Β
TheΒ brandΒ namesΒ underΒ whichΒ XFLΒ tradesΒ ofΒ CΒ JΒ Hole,Β ParkersΒ andΒ EllisΒ &Β CoΒ haveΒ beenΒ inΒ existenceΒ forΒ betweenΒ 69Β yearsΒ andΒ 167Β years. ManagementΒ seeΒ themΒ asΒ strongΒ brandsΒ withΒ significantΒ futureΒ valueΒ andΒ hasΒ deemedΒ themΒ toΒ haveΒ indefiniteΒ usefulΒ livesΒ asΒ thereΒ isΒ no foreseeableΒ limitΒ toΒ theΒ periodΒ overΒ whichΒ theΒ assetsΒ areΒ expectedΒ toΒ generateΒ netΒ cashΒ inflowsΒ forΒ theΒ Group.
Β
TheΒ Relief-from-Royalty-MethodΒ wasΒ usedΒ toΒ valueΒ theΒ brandΒ names.Β LookingΒ atΒ independentΒ researchΒ ofΒ royaltyΒ rates,Β managementΒ selected pre-taxΒ royaltyΒ ratesΒ ofΒ betweenΒ 3%Β andΒ 5%Β forΒ theΒ aboveΒ brandΒ names.
Β
TheΒ afterΒ taxΒ royaltyΒ ratesΒ wereΒ thenΒ appliedΒ toΒ theΒ projectedΒ cashΒ flowsΒ ofΒ eachΒ brandΒ upΒ untilΒ DecemberΒ 2029.Β TheΒ projectedΒ cashΒ flows beingΒ theΒ forecastΒ growthΒ inΒ currentΒ revenuesΒ usingΒ marketΒ dataΒ throughΒ toΒ 31Β DecemberΒ 2018 .Β ThereafterΒ projectedΒ revenueΒ growthΒ was assumedΒ toΒ declineΒ linearlyΒ toΒ aΒ long-termΒ growthΒ rateΒ ofΒ 2.2%.Β TheΒ afterΒ taxΒ cashΒ flowsΒ determinedΒ throughΒ thisΒ processΒ wereΒ then discountedΒ atΒ 13.5%Β toΒ determineΒ aΒ valueΒ forΒ eachΒ brandΒ name.Β ThisΒ discountΒ rateΒ approximatedΒ theΒ company'sΒ WACCΒ asΒ theΒ riskΒ profileΒ of theΒ brandΒ namesΒ wasΒ seenΒ asΒ commensurateΒ withΒ thatΒ ofΒ theΒ overallΒ company. The values derived exceeded their carrying values.
Β
TheΒ DirectorsΒ believeΒ thatΒ noΒ reasonablyΒ possibleΒ changeΒ inΒ assumptions at the year end willΒ causeΒ theΒ valueΒ inΒ useΒ ofΒ theΒ brandsΒ namesΒ CJΒ Hole,Β ParkersΒ and EllisΒ &Β CoΒ toΒ fallΒ belowΒ theirΒ carryingΒ valuesΒ andΒ henceΒ impairΒ theirΒ intangibleΒ values.
Β
TheΒ WhitegatesΒ brandΒ wasΒ valuedΒ inΒ aΒ similarΒ mannerΒ andΒ deemedΒ toΒ haveΒ anΒ immaterialΒ valueΒ whenΒ theΒ acquisitionΒ wasΒ madeΒ principally dueΒ toΒ itsΒ lackΒ ofΒ profitabilityΒ overΒ precedingΒ years.Β ItΒ isΒ thereforeΒ notΒ recognisedΒ separately.
Β
Business combination acquired September 2016
Β
The value of the master franchise agreement was based on the value of the cash flows derived from the actual revenue and operating margins for 2016, projections of revenue decline until no existing franchisees remain and projections of operating margin until 2023 where thereafter they remain unaltered. The revenue streams represent the return from all the assets employed in generating those revenues. Thus, to value the franchise rights separately, the fair value and expected rate of return of these other assets, known as the contributory asset charge, was determined and deducted.
Β
A discount rate of 16.4% was applied which approximated the company's WACC as the risk profile of the master franchise rights was seen as commensurate with that of the overall company. The resulting present value was not increased by the tax adjusted benefit as due to a change in tax legislation, the amortisation of master franchise rights are not deductible for UK corporation tax from 15th July 2015. The master franchise rights are being amortised over 21 years. The period of amortisation remaining at 31 December 2016 was 20 years 8 months.
Β
The brand name under which ESL trades of EweMove has a unique culture, a deliberate sheep theme, is part of a new way of selling houses, is a developing national brand, attracts a significant number of franchise enquiries and has a significant fixed element to its royalties. Management expects to derive income from the brand for the next 21 years and, with this as the assets' useful life, the period of amortisation remaining at 31 December 2016 was 20 years and 8 months.
Β
The Relief-from-Royalty-Method was used to value the brand name. Looking at independent research of royalty rates and taking into account the factors highlighted in the last paragraph, management selected a pre-tax royalty rate of 4%.
Β
The after tax royalty rate was then applied to the projected cash flows of the brand up until December 2041. The projected cash flows being the forecast growth in current revenues using market data and assumptions through to 31 December 2018. Thereafter projected revenue growth was assumed to decline linearly to a long-term growth rate of 2.2%. The after tax cash flows determined through this process were then discounted at 16.4%. This discount rate approximated the company's WACC as the risk profile of the brand names was seen as commensurate with that of the overall company.
Β
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
Β
17. IntangibleΒ assets (continued)
Β
ESL has developed an operating platform known as EweReka. It combines a number of cloud based applications, services and data stores together with a series of websites to provide an integrated platform from which to run the EweMove business at franchisor and franchisee level. None of the applications, data stores or websites (apart from ESL's own) are owned by ESL.
Β
EweReka's value was assessed through assessing the cost of replicating it, a method known as Depreciated Replacement Cost and assuming a required return of 16.4% ("DRC")
Β
GoodwillΒ andΒ indefiniteΒ lifeΒ intangibleΒ assetsΒ haveΒ beenΒ allocatedΒ forΒ impairmentΒ testingΒ purposesΒ toΒ theΒ followingΒ cash-generatingΒ units.
Β
The carrying values are as follows: | Β Β Goodwill | Β | Β Β Brands | Β | |
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ | |
Xperience Franchising Limited | 912,716 | 912,716 | 571,000 | 571,000 | |
Whitegates Estate Agency Limited | 400,501 | 400,501 | -- | - | |
Martin & Co (UK) Limited | 75,000 | 75,000 | -- | - | |
Ewemove Sales & Lettings Ltd | 5,837,943 | -- | -- | -- | |
Β | 7,226,160 | 1,388,217 | 571,000 | 571,000 | |
| Β | Β | Β | Β | Β | Β |
Β
Company
NoΒ goodwillΒ orΒ customerΒ listsΒ existΒ inΒ theΒ parentΒ company.
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
18. Property, plant and equipment Group | Β | |||||
Β | Short leasehold improvements | Office equipment | Fixtures & fittings | Β Total Β | ||
Β | Β£ | Β£ | Β£ | Β£ | ||
Cost Brought forward 1 January 2015 | Β 37,034 | Β 52,869 | Β 118,873 | Β 208,776 | ||
Additions | - | 35,798 | Β 31,401 | 67,199 | ||
Carried forward 31 December 2015 | 37,034 | 88,667 | 150,274 | 275,975 | ||
Additions | - | 9,995 | 3,965 | 13,960 | ||
Carried forward 31 December 2016 | 37,034 | 98,662 | 154,239 | 289,935 | ||
Depreciation Brought forward 1 January 2015 | Β 10,762 | Β 15,948 | Β 89,908 | Β 116,618 | ||
Charge for year | 3,704 | 8,897 | 6,515 | 19,116 | ||
Carried forward 31 December 2015 | 14,466 | 24,845 | 96,423 | 135,734 | ||
Charge for year | 3,703 | 14,097 | 10,417 | 28,217 | ||
Carried forward 31 December 2016 | 18,169 | 38,942 | 106,840 | 163,951 | ||
Net book value At 31 December 2016 | 18,865 | 59,720 | 47,399 | 125,984 | ||
At 31 December Β 2015 | 22,568 | 63,822 | 53,851 | 140,241 | ||
| Β | Β | Β | Β | Β | Β | Β |
Β
Β
19.Β Investments
Company
Β
Β
Β | Shares in Group undertakings Β£ Β |
Cost | Β |
Β | Β |
At 1 January 2015 and at 1 January 2016 | 24,100,284 |
Additions | 10,149,390 |
At 31 December 2016 | Β |
Net book value | Β |
At 31 December 2016 | 34,249,674 |
At 31 December 2015 | 24,100,284 |
Β
Β
Β
The Property Franchise Group PLC (formerly MartinCoΒ PLC)Β wasΒ incorporatedΒ onΒ 7Β OctoberΒ 2013.Β OnΒ theΒ 10Β DecemberΒ 2013Β aΒ shareΒ forΒ shareΒ exchangeΒ acquisitionΒ tookΒ placeΒ with MartinΒ &Β CoΒ (UK)Β Limited;Β 17,990,000Β ordinaryΒ sharesΒ inΒ The Property Franchise GroupΒ PLCΒ wereΒ exchangedΒ forΒ 100%Β ofΒ theΒ issuedΒ shareΒ capitalΒ inΒ MartinΒ & Co (UK)Β Limited.
Β
OnΒ 31Β OctoberΒ 2014Β theΒ CompanyΒ acquiredΒ theΒ entireΒ issuedΒ shareΒ capitalΒ ofΒ XperienceΒ FranchisingΒ LimitedΒ andΒ WhitegatesΒ EstateΒ Agency Limited for a consideration ofΒ Β£6,110,284.
Β
On 5 September 2016 the Company acquired the entire issued share capital of Ewemove Sales & Lettings Ltd, and its dormant subsidiary Ewesheep Ltd, for a consideration of Β£8,000,000 paid upon acquisition and up to a further Β£7,000,000 payable around April 2019, dependent on the Group financial performance for the year ended 31 December 2018 (see notes 29 and 32).
Β
MartinΒ &Β CoΒ (UK)Β Limited,Β XperienceΒ FranchisingΒ Limited, WhitegatesΒ EstateΒ AgencyΒ Limited, Ewemove Sales & Lettings Ltd and Ewesheep LtdΒ areΒ exemptΒ fromΒ theΒ requirementsΒ ofΒ the CompaniesΒ ActΒ 2006Β relatingΒ toΒ theΒ auditΒ ofΒ accountsΒ underΒ sectionΒ 479AΒ ofΒ theΒ CompaniesΒ ActΒ 2006.
Β
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
19.Β Investments (continued)
Β
AtΒ theΒ year-end The Property Franchise Group PLC hasΒ guaranteedΒ allΒ liabilitiesΒ ofΒ MartinΒ &Β CoΒ (UK)Β Limited,Β XperienceΒ FranchisingΒ Limited, WhitegatesΒ Estate AgencyΒ Limited, Ewemove Sales & Lettings Ltd and Ewesheep Ltd.Β TheΒ valueΒ ofΒ theΒ contingentΒ liabilityΒ resultingΒ fromΒ thisΒ guaranteeΒ isΒ unknownΒ atΒ theΒ year-end.
Β
TheΒ carryingΒ valueΒ ofΒ theΒ investmentΒ hasΒ beenΒ consideredΒ forΒ impairmentΒ andΒ itΒ hasΒ beenΒ determinedΒ thatΒ theΒ valueΒ ofΒ theΒ discountedΒ future cashΒ inflowsΒ exceedsΒ theΒ carryingΒ value.Β Thus,Β thereΒ isΒ noΒ impairmentΒ charge.
Β
TheΒ Company'sΒ investmentsΒ atΒ theΒ balanceΒ sheetΒ dateΒ inΒ theΒ shareΒ capitalΒ ofΒ companiesΒ includeΒ theΒ following, which all have their registered offices at the same address as the Company:
Β
Β Β Β Β Β Β Β Β Β Β Β Β Β ΒSubsidiaries Β | Β Β Share class | Β Β % ownership and voting rights | Β Β Country of incorporation | Β | Β | ||||
Martin & Co (UK) Limited | Ordinary | 100 | England | Β | |||||
Xperience Franchising Limited | Ordinary | 100 | England | Β | |||||
Whitegates Estate Agency Limited | Ordinary | 100 | England Β | Β | |||||
Ewemove Sales & Lettings Ltd | Ordinary | 100 | England | Β | |||||
Ewesheep Ltd* | Ordinary | 100 | England | Β | |||||
Β | Β | Β | Β | Β | |||||
*indirectly owned Β Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | |||||
| Β | Β | Β | Β | Β | |||||
20. Trade and other receivables | Β | Β | Β | Β | Β | ||||
| |||||||||
Β | Β | Group 2016 Β£ | 2015 Β£ | Β Company 2016 Β£ | 2015 Β£ | ||||
Trade receivables | Β | 280,637 | 91,856 | - | - | ||||
Loans to franchisees | Β | 203,036 | 174,848 | - | - | ||||
Other receivables | Β | 6,177 | 52,945 | 24,393 | 5,001 | ||||
Amounts due from group undertakings | Β | - | - | 237,334 Β | -- | ||||
Prepayments and accrued income | Β | 987,197 | 592,534 | 40,709 | 15,691 | ||||
Tax receivable | Β | - | - | 371,588 | 180,348 | ||||
Β | Β | 1,477,047 | 912,183 | 674,024 | 201,040 | ||||
| Β | Β | Β | Β | Β | Β | Β | Β | Β | Β |
Β
TradeΒ receivablesΒ areΒ statedΒ netΒ ofΒ badΒ debtΒ provisionsΒ ofΒ Β£43,325Β (2015:Β Β£37,678).
Β
AgeingΒ ofΒ tradeΒ receivables
TheΒ followingΒ isΒ anΒ analysisΒ ofΒ tradeΒ receivablesΒ thatΒ areΒ pastΒ dueΒ butΒ notΒ impaired.Β TheseΒ relateΒ toΒ aΒ numberΒ ofΒ customersΒ forΒ whomΒ thereΒ is noΒ recentΒ historyΒ ofΒ defaults.Β TheΒ ageingΒ analysisΒ ofΒ theseΒ tradeΒ receivablesΒ isΒ asΒ follows:
Β
Β | 2016 Β£ | 2015 Β£ |
Group Not more than 3 months | Β 47,755 Β | Β 37,875 |
More than 3 months but not more than 6 months | 51,289 | 13,666 |
More than 6 months but not more than 1 year | 10,961 | 584 |
Β | 110,005 | 52,125 |
Β
AnΒ allowanceΒ hasΒ beenΒ madeΒ againstΒ theΒ overdueΒ receivablesΒ basedΒ onΒ historicΒ defaultΒ experience.Β TheΒ DirectorsΒ considerΒ thatΒ theΒ carrying valueΒ ofΒ tradeΒ andΒ otherΒ receivablesΒ representsΒ theirΒ fairΒ value.
Β
The Group does not hold any collateral as security for its trade and other receivables. During the year a loan was made to a franchisee for Β£50k and is secured by way of a fixed and floating charge over their assets. At 31 December 2016 Β£36k was outstanding in relation to this loan. In a prior year a loan was made to a franchisee for Β£147k and is secured by way of a fixed and floating charge over their assets. Subsequent to 31 December 2016 Β£138k has been repaid in relation to this loan.
Β
Notes to the consolidated financial Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
Β
21. Called up share capital 2016 | Β | Β Β 2015 | ||||
Number | Β£ | Number | Β£ | |||
Group Authorised, allotted issued and fully paid ordinary shares of 1p each 25,300,750 | Β 253,008 | Β 22,000,000 | Β 220,000 | |||
Company Authorised, allotted issued and fully paid ordinary shares of 1p each 25,300,750 | Β 253,008 | Β 22,000,000 | Β 220,000 | |||
Β Β | Β | Β | Β | |||
On 5 September 2016 2,321,550 shares at market price were issued to the vendors of Ewemove Sales & Lettings Ltd in settlement of Β£3,000,000 of the acquisition consideration. Β Β | Β | Β | ||||
On 20 September 2016 979,200 shares were issued to a Director as a result of the exercise of share options at 17.64p. | Β | Β | ||||
22. Share premium | Β | Β | Β | |||
The movements in share premium are directly related to the share issues detailed in note 21. Β | Β | Β | Β | |||
23. Other reserves | Β | Β | Β | |||
Β | Β Merger reserve | Share-based payment reserve | Β Total | |||
Β | Β£ | Β£ | Β£ | |||
Group 1 January 2015 | Β (179,800) | Β 118,394 | Β (61,406) | |||
Deferred tax on share options | - | 195,966 | 195,966 | |||
1 January 2016 | (179,800) | 314,360 | 134,560 | |||
Deferred tax on share options | -- | (209,982) | (209,982) | |||
31 December 2016 | (179,800) | 104,378 | Β (75,422) | |||
Β Company 1 January 2015 | Β Β 17,810,100 | Β Β 118,394 | Β Β 17,928,494 | |||
Deferred tax on share options | - | 195,966 | 195,966 | |||
1 January 2016 | 17,810,100 | 314,360 | 18,124,460 | |||
Deferred tax on share options | -- | (209,982) | (209,982) | |||
31 December 2016 | 17,810,100 | 104,378 | 17,914,478 | |||
| Β | Β | Β | Β | Β | Β | Β |
Β
MergerΒ reserve
TheΒ acquisitionΒ ofΒ MartinΒ &Β CoΒ (UK)Β LimitedΒ byΒ The Property Franchise GroupΒ PLCΒ didΒ notΒ meetΒ theΒ definitionΒ ofΒ aΒ businessΒ combinationΒ andΒ therefore,Β falls outsideΒ ofΒ theΒ scopeΒ ofΒ IFRSΒ 3.Β ThisΒ transactionΒ wasΒ inΒ 2013Β andΒ accountedΒ forΒ inΒ accordanceΒ withΒ theΒ principlesΒ ofΒ mergerΒ accountingΒ asΒ set outΒ inΒ FinancialΒ ReportingΒ StandardΒ 6Β -Β AcquisitionsΒ andΒ Mergers.
Β
TheΒ considerationΒ paidΒ toΒ theΒ shareholdersΒ ofΒ theΒ SubsidiaryΒ wasΒ Β£17,990,000Β (theΒ valueΒ ofΒ theΒ investment).Β AsΒ theseΒ sharesΒ hadΒ aΒ nominal valueΒ ofΒ Β£179,900,Β theΒ mergerΒ reserveΒ inΒ theΒ CompanyΒ isΒ Β£17,810,100.
Β
OnΒ consolidationΒ theΒ investmentΒ valueΒ ofΒ Β£17,990,000Β isΒ eliminatedΒ soΒ thatΒ theΒ nominalΒ valueΒ ofΒ theΒ sharesΒ remainingΒ isΒ Β£179,900Β and,Β as thereΒ isΒ aΒ differenceΒ betweenΒ theΒ CompanyΒ valueΒ ofΒ theΒ investmentΒ andΒ theΒ nominalΒ valueΒ ofΒ theΒ sharesΒ purchasedΒ inΒ theΒ SubsidiaryΒ ofΒ Β£100, thisΒ isΒ alsoΒ eliminated,Β toΒ generateΒ aΒ mergerΒ reserveΒ inΒ theΒ GroupΒ ofΒ Β£179,800.
Β
Share-based paymentΒ reserve
TheΒ share-basedΒ paymentsΒ reserveΒ comprisesΒ chargesΒ madeΒ toΒ theΒ incomeΒ statementΒ inΒ respectΒ ofΒ share-basedΒ paymentsΒ andΒ related deferredΒ taxΒ impactsΒ underΒ theΒ Group'sΒ equityΒ compensationΒ scheme.
Notes to the consolidated financial Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
24.Β Borrowings
Β
| Β | GroupΒ | Β | Company | Β |
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ |
Repayable within 1 year: | Β | Β | Β | Β |
Bank loan (term loan) | 900,000 | 500,000 | 900,000 | 500,000 |
Repayable in more than 1 year: | Β | Β | Β | Β |
Bank loan (term loan) | 2,500,000 | 1,500,000 | 2,500,000 | 1,500,000 |
Bank loans due after more than 1 year are repayable as follows: | Β | Β | Β | Β |
Between 1 and 2 years | 900,000 | 500,000 | 900,000 | 500,000 |
Between 2 and 5 years | 1,600,000 | 1,000,000 | 1,600,000 | 1,000,000 |
Β
The Company has a loan facility of Β£5m, and has drawn down two term loans under this facility, referred to below as 'Loan 1' and 'Loan 2'. The loans are secured with a fixed and floating charge over the Group's assets and a cross guarantee across all companies in the Group.
Β
Loan 1 - Β£2.5m drawn down on 30 October 2014 and is repayable over 5 years in equal instalments. InterestΒ isΒ charged quarterlyΒ onΒ theΒ outstandingΒ amountΒ andΒ theΒ rateΒ isΒ fixedΒ duringΒ theΒ termΒ atΒ 4.08%. The amount outstanding at 31 December 2016 was Β£1.5m (2015: Β£2m).
Β
Loan 2 - Β£2m drawn down on 5 September 2016 and is repayable over 5 years in equal instalments. Interest is charged quarterly on the outstanding amount, the rate is variable during the term at 2.5% above LIBOR, at 31 December 2016 the rate was 2.88%. The amount outstanding at 31 December 2016 was Β£1.9m.
Β
AtΒ 31Β DecemberΒ 2016Β theΒ unutilisedΒ amountΒ ofΒ the facility was Β£1.6m (2015:Β Β£3m).
Β
25. Trade and other payables | Β Β Group | Β | Β Β Company | Β |
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ |
Trade payables | 253,027 | 84,364 | 49,599 | 24,739 |
Other taxes and social security | 423,475 | 391,889 | --- | 9,343 |
Other payables | 26,725 | 42,288 | 1,592 | 19,702 |
Accruals and deferred income | 447,016 | 398,383 | 66,283 | Β 138,728 |
Amounts owed to group undertakings | - | - | -- | 483,178 |
Β | 1,150,243 | 916,924 | 117,474 | 675,690 |
Β
TheΒ DirectorsΒ considerΒ thatΒ theΒ carryingΒ valueΒ ofΒ tradeΒ andΒ otherΒ payablesΒ approximatesΒ theirΒ fairΒ value.
Β
26. LeasingΒ agreements
AtΒ theΒ balanceΒ sheetΒ date,Β theΒ GroupΒ hadΒ outstandingΒ commitmentsΒ forΒ futureΒ minimumΒ leaseΒ paymentsΒ underΒ non-cancellableΒ operating leases,Β whichΒ fallΒ dueΒ asΒ follows:
Β
Non-cancellable operatingΒ leases
Β | 2016 Β£ | 2015 Β£ |
Group Within 1 year | Β 70,000 | Β 54,400 |
Between 1 and 5 years | 158,736 | 190,200 |
Β | 228,736 | 244,600 |
Β
TheΒ leaseΒ arrangementsΒ aboveΒ consistΒ ofΒ thoseΒ relatingΒ toΒ landΒ andΒ buildingsΒ andΒ officeΒ equipment.
Β
Company
NoΒ leasesΒ existΒ inΒ theΒ parentΒ company.
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
Β
27. Deferred tax asset/(liability) | Β Β Group | Β | Β Β Company | Β |
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ |
Balance at beginning of year Movement during the year: Statement of changes in equity | (558,001) Β (209,982) | Β (791,136) Β 195,966 | 314,360 Β (209,982) | 118,394 Β Β 195,966 |
Adjustment to deferred tax rate from 20% to 17% | 133,808 | -- | -- | -- |
Β Statement of comprehensive income Β Acquisitions | 46,485 (887,791) | 37,169 - | -- -- | - - |
Balance at end of year | (1,475,481) Β | (558,001) | 104,378 | 314,360 |
Β Deferred taxation has been provided as follows: | Β | Β | Β | Β |
Β | Group | Β | Company | Β |
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ |
Accelerated capital allowances | (6,220) | (6,220) | -- | - |
Share-based payments | Β 104,378 | 314,360 | 104,378 | 314,360 |
Acquired business combinations | (1,573,639) | (866,141) | -- | - |
Β | (1,475,481) | (558,001) | 104,378 | 314,360 |
Β
28. FinancialΒ instruments
Β
FinancialΒ instrumentsΒ -Β RiskΒ Management
TheΒ GroupΒ isΒ exposedΒ throughΒ itsΒ operationsΒ toΒ theΒ followingΒ financialΒ risks:
β’ CreditΒ risk
β’ LiquidityΒ risk
β’ Interest rateΒ risk
Β
InΒ commonΒ withΒ allΒ otherΒ businesses,Β theΒ GroupΒ isΒ exposedΒ toΒ risksΒ thatΒ ariseΒ fromΒ itsΒ useΒ ofΒ financialΒ instruments.Β ThisΒ noteΒ describesΒ the Group'sΒ objectives,Β policiesΒ andΒ processesΒ forΒ managingΒ thoseΒ risksΒ andΒ theΒ methodsΒ usedΒ toΒ measureΒ them.
Β
ThereΒ haveΒ beenΒ noΒ substantiveΒ changesΒ inΒ theΒ Group'sΒ exposureΒ toΒ financialΒ instrumentΒ risks,Β itsΒ objectives,Β policiesΒ andΒ processesΒ for managingΒ thoseΒ risksΒ orΒ theΒ methodsΒ usedΒ toΒ measureΒ themΒ fromΒ previousΒ periodsΒ unlessΒ otherwiseΒ statedΒ inΒ thisΒ note.
Β
PrincipalΒ financialΒ instruments
TheΒ principalΒ financialΒ instrumentsΒ usedΒ byΒ theΒ GroupΒ andΒ Company,Β fromΒ whichΒ financialΒ instrumentΒ riskΒ arises,Β areΒ asΒ follows:
β’ Receivables
β’ Loans toΒ franchisees
β’ Cash atΒ bank
β’ Trade and otherΒ payables
β’ Borrowings
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
28. FinancialΒ instruments (continued)
Β
Financial assets Financial assets measured at amortised cost: | Β | |||
Β | Group | Β | Company | Β |
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ |
Loans and receivables: Trade receivables | Β 280,637 | Β 91,856 | Β -- | Β -- |
Loans to franchisees | 203,036 | 174,848 | -- | - |
Other receivables | 6,177 | 52,945 | 24,393 | 5,001 |
Cash and cash equivalents Amounts owed by group undertakings Accrued income | 2,045,621 -- 607,341 | 4,364,054 - 543,526 | 199,377 237,334 - | 195,577 -- - |
Β | 3,142,812 | 5,227,229 | Β 461,104 | 200,578 |
Β
FinancialΒ liabilities
FinancialΒ liabilitiesΒ measuredΒ atΒ amortisedΒ cost:
Β
Group Company
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ | |
Other financial liabilities: | Β | Β | Β | Β | |
Bank loan | 3,400,000 | 2,000,000 | 3,400,000 | 2,000,000 | |
Trade payables | 253,027 | 84,364 | 49,599 | 24,739 | |
Other payables | 26,725 | 42,288 | 1,592 | 19,702 | |
Accruals | 332,176 | 355,983 | 66,283 | 111,228 | |
Amounts owed to group undertakings | -- | - | -- | 483,178 | |
Β | 4,011,928 | 2,482,635 | 3,517,474 | 2,638,847 | |
Β Maturity analysis of financial liabilities: | Β | Β | Β | Β | |
Β | Group | Β | Company | Β | |
Β | 2016 Β£ | 2015 Β£ | 2016 Β£ | 2015 Β£ | |
In less than one year: | Β | Β | Β | Β | |
Bank loan | 999,472 | 570,938 | 999,472 | Β 570,938 | |
Trade payables | 253,027 | 84,364 | 49,599 | Β 24,739 | |
Other payables | 26,725 | 42,288 | 1,592 | 19,702 | |
Accruals | 332,176 | 355,983 | 66,283 | 111,228 | |
Amount owed to group undertakings | -- | - | -- | 483,178 | |
Β | 1,611,400 | 1,053,573 | 1,116,946 | 1,209,785 | |
In more than one year: | Β | Β | Β | Β | |
Bank loan | 2,622,331 | 1,588,964 | 2,622,331 | 1,588,964 | |
Β | 2,622,331 | 1,588,964 | 2,622,331 | 1,588,964 | |
| Β | Β | Β | Β | Β | Β |
Β
AllΒ ofΒ theΒ financialΒ assetsΒ andΒ liabilitiesΒ aboveΒ areΒ recordedΒ inΒ theΒ statementΒ ofΒ financialΒ positionΒ atΒ amortisedΒ cost.Β TheΒ aboveΒ maturity analysisΒ amountsΒ reflectΒ theΒ contractualΒ undiscountedΒ cashΒ flows,Β includingΒ futureΒ interestΒ charges,Β whichΒ mayΒ differΒ fromΒ carryingΒ valuesΒ of theΒ liabilitiesΒ atΒ theΒ reportingΒ date.
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
28. Financial instrumentsΒ (continued)
Β
GeneralΒ objectives,Β policiesΒ andΒ processes
TheΒ BoardΒ hasΒ overallΒ responsibilityΒ forΒ theΒ determinationΒ ofΒ theΒ Group'sΒ riskΒ managementΒ objectivesΒ andΒ policiesΒ and,Β whilstΒ retaining ultimateΒ responsibilityΒ forΒ them,Β itΒ hasΒ delegatedΒ theΒ authorityΒ forΒ designingΒ andΒ operatingΒ processesΒ thatΒ ensureΒ theΒ effective implementationΒ ofΒ theΒ objectivesΒ andΒ policiesΒ toΒ theΒ financeΒ function.Β TheΒ BoardΒ receivesΒ monthlyΒ reportsΒ fromΒ theΒ financeΒ functionΒ through whichΒ itΒ reviewsΒ theΒ effectivenessΒ ofΒ theΒ processesΒ putΒ inΒ placeΒ andΒ theΒ appropriatenessΒ ofΒ theΒ objectivesΒ andΒ policiesΒ itΒ sets.
Β
TheΒ overallΒ objectiveΒ ofΒ theΒ BoardΒ isΒ toΒ setΒ policiesΒ thatΒ seekΒ toΒ reduceΒ riskΒ asΒ farΒ asΒ possibleΒ withoutΒ undulyΒ affectingΒ theΒ Group's competitivenessΒ andΒ flexibility.Β FurtherΒ detailsΒ regardingΒ theseΒ policiesΒ areΒ setΒ outΒ below:
Β
CapitalΒ managementΒ policy
ManagementΒ considersΒ capitalΒ toΒ beΒ theΒ carryingΒ amountΒ ofΒ equity.Β TheΒ GroupΒ managesΒ itsΒ capitalΒ toΒ ensureΒ itsΒ operationsΒ areΒ adequately providedΒ for,Β whileΒ maximisingΒ theΒ returnΒ toΒ shareholdersΒ throughΒ theΒ effectiveΒ managementΒ ofΒ itsΒ resources.Β TheΒ principalΒ financialΒ risks facedΒ byΒ theΒ GroupΒ areΒ liquidityΒ riskΒ andΒ interestΒ rateΒ risk.Β TheΒ DirectorsΒ reviewΒ andΒ agreeΒ policiesΒ forΒ managingΒ eachΒ ofΒ theseΒ risks.Β These policiesΒ remainΒ unchangedΒ fromΒ previousΒ years.
Β
TheΒ Group'sΒ objectivesΒ whenΒ managingΒ capitalΒ areΒ toΒ safeguardΒ itsΒ abilityΒ toΒ continueΒ asΒ aΒ goingΒ concernΒ andΒ soΒ provideΒ returnsΒ for shareholders.Β TheΒ GroupΒ meetsΒ itsΒ objectivesΒ byΒ aimingΒ toΒ achieveΒ growthΒ whichΒ willΒ generateΒ regularΒ andΒ increasingΒ returnsΒ to theΒ shareholders.
Β
TheΒ GroupΒ managesΒ theΒ capitalΒ structureΒ andΒ makesΒ changesΒ inΒ lightΒ ofΒ changesΒ inΒ economicΒ conditions.Β InΒ orderΒ toΒ maintainΒ orΒ adjustΒ the capitalΒ structure,Β theΒ GroupΒ mayΒ adjustΒ theΒ amountΒ ofΒ dividendsΒ paidΒ toΒ shareholders.
Β
CreditΒ risk
CreditΒ riskΒ isΒ theΒ riskΒ ofΒ financialΒ lossΒ toΒ theΒ GroupΒ ifΒ aΒ franchiseeΒ orΒ counterpartyΒ toΒ aΒ financialΒ instrumentΒ failsΒ toΒ meetΒ itsΒ contractual obligations.Β ItΒ isΒ GroupΒ policyΒ toΒ assessΒ theΒ creditΒ riskΒ ofΒ newΒ franchiseesΒ beforeΒ enteringΒ contracts.
Β
TheΒ highestΒ riskΒ exposureΒ isΒ inΒ relationΒ toΒ loansΒ toΒ franchisesΒ andΒ theirΒ abilityΒ toΒ serviceΒ theirΒ debt.Β TheΒ DirectorsΒ haveΒ establishedΒ aΒ credit policyΒ underΒ whichΒ eachΒ newΒ franchiseeΒ isΒ analysedΒ individuallyΒ forΒ creditworthinessΒ beforeΒ aΒ franchiseΒ isΒ offered.Β TheΒ Group'sΒ review includesΒ externalΒ ratings,Β whenΒ available,Β andΒ inΒ someΒ casesΒ bankΒ references.Β TheΒ GroupΒ doesΒ notΒ considerΒ thatΒ itΒ hasΒ significant concentrationΒ ofΒ creditΒ risk.
Β
LiquidityΒ risk
LiquidityΒ riskΒ arisesΒ fromΒ theΒ Group'sΒ managementΒ ofΒ workingΒ capitalΒ andΒ theΒ financeΒ chargesΒ andΒ principalΒ repaymentsΒ onΒ itsΒ debt instruments.Β ItΒ isΒ theΒ riskΒ thatΒ theΒ GroupΒ willΒ encounterΒ difficultyΒ inΒ meetingΒ itsΒ financialΒ obligationsΒ asΒ theyΒ fallΒ due.
Β
InΒ orderΒ toΒ maintainΒ liquidityΒ toΒ ensureΒ thatΒ sufficientΒ fundsΒ areΒ availableΒ forΒ ongoingΒ operationsΒ andΒ futureΒ development,Β theΒ GroupΒ monitors forecastΒ cashΒ inflowsΒ andΒ outflowsΒ onΒ aΒ monthlyΒ basis.
Β
InterestΒ rateΒ risk
TheΒ Group'sΒ exposureΒ toΒ changesΒ inΒ interestΒ rateΒ riskΒ relatesΒ primarilyΒ toΒ interestΒ earningΒ financialΒ assetsΒ andΒ interestΒ bearingΒ financial liabilities.Β InterestΒ rateΒ riskΒ isΒ managedΒ byΒ theΒ GroupΒ onΒ anΒ on-goingΒ basisΒ withΒ theΒ primaryΒ objectiveΒ ofΒ limitingΒ theΒ effectΒ ofΒ anΒ adverse movementΒ inΒ interestΒ rates.Β HenceΒ theΒ fixedΒ rateΒ ofΒ interestΒ onΒ theΒ bankΒ termΒ loan.Β TheΒ DirectorsΒ monitorΒ movementsΒ inΒ interestΒ ratesΒ and haveΒ notΒ preparedΒ sensitivityΒ analysisΒ inΒ relationΒ toΒ interestΒ ratesΒ asΒ theyΒ doΒ notΒ believeΒ thatΒ anyΒ reasonableΒ varianceΒ wouldΒ haveΒ aΒ material impactΒ onΒ theΒ Group.
Β
FairΒ valuesΒ ofΒ financialΒ instruments
TheΒ fairΒ valueΒ ofΒ financialΒ assetsΒ andΒ liabilitiesΒ isΒ consideredΒ theΒ sameΒ asΒ theΒ carryingΒ values.
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
Β
29. Acquisitions
The board has observed a shift in the traditionally conservative estate agency sector with the growth (albeit from a low base) of "on-line" agents. These agents do not have physical premises and adopt pricing models based on listing fees rather than completions. As a result of evidence which showed the market share of instructions to be 5% for "on-line" agents and the results of a report it commissioned on the changing face of estate agency, the Board decided to pursue the acquisition of an operator rather than to build out its own operating platform, create a new brand and market heavily to establish it.
Β
On 5 September 2016 the Group acquired 100% of the share capital of Ewemove Sales & Lettings Ltd ("ESLL") and Ewesheep Ltd ("EL"). ESLL is a franchisor of lettings and estate agents and EL is a dormant subsidiary of ESLL. The initial consideration was Β£5m cash and Β£3m issue of ordinary shares. A further amount of up to Β£7m is due to the vendors upon approval of the financial results for the year ended 31 December 2018 and subject to various targets for Group financial performance being met (see note 32).
Β
The fair value of the identifiable assets and liabilities acquired and the consideration paid and payable are set out below:
Β
Β
Β | Β | Β | Β Β£ | |
Β | Β | Β | Β | |
Brand names Β | Β | Β | 1,401,239 | |
Master franchise agreements | Β | Β | 3,728,351 | |
Ewereka technology Tanible assets Β | Β | Β | 92,704 | |
Trade and other receivables Cash | Β | Β | 57,673 | |
Cash Β | Β | Β | 178,949 | |
Trade and other payables | Β | Β | (148,678) | |
Deferred income | Β | Β | (111,000) | |
Deferred tax | Β | Β | (887,791) | |
Net assets acquired | Β | Β | 4,311,447 | |
Goodwill | Β | Β | 5,837,943 | |
Consideration | Β | Β | 10,149,390 | |
Satisfied by: | Β | Β | Β | |
Cash to vendors Β | Β | Β | 5,000,000 | |
Ordinary shares to vendors | Β | Β | 3,000,000 | |
Fair value of deferred consideration payable based on Group financial results for year ended 31 December 2018 | Β | Β | 2,149,390 | |
Total | Β | Β | 10,149,390 | |
Β Β | Β | Β | Β | |
| Β | Β | Β | Β | Β |
Movement in deferred consideration post acquisition: Β£
Β
Fair value of deferred consideration measured at acquisition 2,149,390
Unwinding of discounting to 31 December 2016 (charged as interest payable) 29,756
Fair value of deferred consideration at 31 December 2016 2,179,146
The amount of deferred consideration payable will be calculated once the consolidated financial statements for the year ended 31 December 2018 have been approved, it is expected that any payment due will be paid in April 2019 (see note 32).
Β
The goodwill above represents the value attributable to the new businesses and the assembled and trained workforces. Deferred tax at 17% has been provided on the value of the intangible assets defined as brand names, master franchise agreements and Ewereka technology. Acquisition costs of Β£149,598 were incurred and charged to exceptional items in the Consolidated statement of comprehensive income.
Β
Post acquisition results
Β
ESLL EL Total
Β£m Β£m Β£m
Revenue | 0.7 | -- | 0.7 |
Profit before tax since acquisition included in the Consolidated statement of comprehensive income | Β 0.1 | Β -- | Β 0.1 |
Β
Β
If the acquisition had completed on the first day of the financial year, Group revenues would have been Β£9.5m and Group profit before tax would have been Β£3.3m.
Β
Ewemove is a "Hybrid" franchisor of letting and estate agents operating throughout England, Scotland and Wales.
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016Β
Β
Β
30. Share-basedΒ payments
EnterpriseΒ ManagementΒ IncentiveΒ (EMI)Β ShareΒ OptionΒ Scheme
Β
DuringΒ theΒ periodΒ endedΒ 31Β DecemberΒ 2013Β theΒ CompanyΒ implementedΒ anΒ EnterpriseΒ ManagementΒ IncentiveΒ schemeΒ asΒ partΒ ofΒ the remunerationΒ forΒ seniorΒ management and grantedΒ 1,566,000Β optionsΒ overΒ ordinaryΒ sharesΒ toΒ directorsΒ andΒ executivesΒ ofΒ the Group.Β FollowingΒ anΒ independentΒ expertΒ valuationΒ of theΒ scheme,Β theΒ share-basedΒ paymentsΒ chargeΒ wasΒ deemedΒ byΒ theΒ companyΒ toΒ be immaterialΒ toΒ theΒ financialΒ statementsΒ andΒ thereforeΒ noΒ chargeΒ hasΒ beenΒ recognised.Β TheΒ optionsΒ wereΒ granted overΒ aΒ discretionaryΒ periodΒ andΒ haveΒ varyingΒ vestingΒ conditions. 64,800 of these options were forfeited in the year ended 31 December 2015 when the option holder ceased to be an employee.
Β
During the year ended 31 December 2016 979,200 options vested and were exercised.
Β
During the year ended 31 December 2016 the Company granted 64,800 options to an executive of the Group. The estimated fair value of the 64,800 options granted in the EMI plan in the year is Β£26,302. This was calculated using the Black-Scholes option pricing model which takes into account factors specific to share incentive plans, such as the vesting period. No charge has been included in the year as the charge is considered immaterial.
Β
TheΒ vestingΒ conditionsΒ of the 586,800Β options in existence at 31 December 2016 includeΒ performanceΒ conditionsΒ includingΒ aΒ profitΒ beforeΒ taxΒ targetΒ inΒ theΒ yearΒ ending 31Β DecemberΒ 2016 which has now been met.
Β
TheΒ maximumΒ termΒ ofΒ theΒ optionsΒ grantedΒ isΒ tenΒ yearsΒ fromΒ theΒ grantΒ date.Β UponΒ vesting,Β each of the 586,800 options allowsΒ theΒ holderΒ to purchaseΒ oneΒ ordinaryΒ shareΒ atΒ anΒ exerciseΒ price stated.
Β
TheΒ estimatedΒ fairΒ valueΒ ofΒ theΒ 522,000Β shareΒ optionΒ grantedΒ inΒ theΒ EMIΒ planΒ inΒ priorΒ yearsΒ isΒ 0.97Β pence.Β ThisΒ wasΒ calculatedΒ byΒ applying theΒ Black-ScholesΒ optionΒ pricingΒ modelΒ whichΒ takesΒ intoΒ accountΒ factorsΒ specificΒ toΒ shareΒ incentiveΒ plans,Β suchΒ asΒ theΒ vestingΒ period.
Β
DuringΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2015Β theΒ CompanyΒ grantedΒ 220,000Β optionsΒ toΒ anΒ executiveΒ ofΒ theΒ Group, these options lapsed during the year ended 31 December 2016 when the option holder ceased to be an employee.
Β
TheΒ followingΒ principalΒ assumptionsΒ wereΒ usedΒ inΒ theΒ valuation of the options granted in the year ended 31 December 2016:
Β
Expected term | 4 years |
Volatility | Β 50% |
Option life | September 2026 |
Risk free interest rate | Β 2.03% |
Exercise price | Β£1.385 |
Share price at date of grant | Β£1.385 |
Dividend yield | 5% |
Β
ExpectedΒ volatilityΒ isΒ aΒ measureΒ ofΒ theΒ amountΒ byΒ whichΒ aΒ shareΒ priceΒ isΒ expectedΒ toΒ fluctuateΒ duringΒ aΒ period.Β MovementΒ inΒ theΒ numberΒ of shareΒ optionsΒ wasΒ asΒ follows:
2016 Β£ Β | Β | 2015 Β£ | Β | ||
Β | Weighted average exercise price | Β | Weighted average Β exercise price | ||
Number of share options Outstanding at the beginning of the year | Β 1,721,200 | Β Β£0.2798 | Β 1,566,000 | Β Β£0.1764 | |
Forfeited | (220,000) | Β£0.985 | (64,800) | Β£0.1764 | |
Granted | Β 64,800 | Β£1.385 | 220,000 | Β£0.985 | |
Exercised | (979,200) | Β£0.1764 | -- | -- | |
Outstanding at the end of the year | 586,800 | Β£0.3099 | 1,721,200 | Β£0.2798 | |
Exercisable at the end of the year | -- | -- | - | - | |
| Β | Β | Β | Β | Β | Β |
Β
TheΒ weightedΒ averageΒ remainingΒ contractualΒ lifeΒ ofΒ optionsΒ isΒ 6.9Β yearsΒ (2015:Β 7.9Β years).
Notes to the consolidated financialΒ Β statements
forΒ theΒ yearΒ endedΒ 31Β DecemberΒ 2016
Β
Β
31. RelatedΒ partyΒ disclosures
Transactions withΒ Directors
Dividends
DuringΒ theΒ year the total interim and finalΒ dividendsΒ paidΒ toΒ theΒ DirectorsΒ andΒ theirΒ spouses were asΒ follows:
Β
Β
Interim and Final dividend (ordinary shares of Β£0.01 each) 2016 Β£ 2015 Β£
Richard Martin 670,997 494,998
Ian Wilson 59,234 29,250
Paul Latham 1,525 1,125
David Raggett 1,220 900
Β
Β
732,976 526,273
Β
Β
DirectorΒ emoluments
IncludedΒ withinΒ theΒ remunerationΒ ofΒ keyΒ managementΒ andΒ personnelΒ detailedΒ inΒ noteΒ 9,Β theΒ followingΒ amountsΒ wereΒ paidΒ toΒ theΒ Directors:
Β
Β | 2016 Β£ | 2015 Β£ |
Wages and salaries | 560,775 | 507,335 |
Social security costs | 67,118 | 62,060 |
Β | 627,893 | 569,395 |
Β
Details of Directors' interests in share options are disclosed in the Directors' Remuneration Report on pages 24 and 25.
Β
TransactionsΒ withΒ OtherΒ RelatedΒ Parties
TransactionsΒ withΒ The Lettings Hub Limited (formerly the LandlordΒ HubΒ Limited)
TheΒ LandlordΒ HubΒ LimitedΒ wasΒ aΒ relatedΒ partyΒ byΒ virtueΒ ofΒ commonΒ shareholdersΒ asΒ MrΒ RΒ WΒ MartinΒ ownedΒ 35%,Β MrsΒ KΒ MΒ MartinΒ ownedΒ 35%, MrΒ IΒ WilsonΒ ownedΒ 10%,Β MrsΒ HΒ ShackellΒ ownedΒ 10%Β andΒ theΒ daughtersΒ ofΒ MrΒ andΒ MrsΒ RΒ WΒ MartinΒ ownedΒ 5%Β each.Β DuringΒ theΒ yearΒ ended 31Β DecemberΒ 2015Β RΒ WΒ MartinΒ andΒ hisΒ familyΒ soldΒ theirΒ shareholdingsΒ inΒ TheΒ LandlordΒ HubΒ LimitedΒ toΒ anΒ unconnectedΒ thirdΒ party.Β MrΒ I WilsonΒ retainedΒ hisΒ shareholding.
Β
TheΒ GroupΒ hasΒ suppliedΒ recruitmentΒ servicesΒ duringΒ theΒ yearΒ ofΒ Β£1,725Β (2015:Β Β£2,100).Β ItΒ hasΒ also earnedΒ commissionΒ onΒ referencesΒ suppliedΒ byΒ TheΒ LandlordΒ HubΒ LimitedΒ toΒ itsΒ franchiseΒ networkΒ ofΒ Β£40,921Β (2015:Β Β£53,770).Β AtΒ the 31Β DecemberΒ 2016,Β TheΒ LandlordΒ HubΒ LtdΒ owedΒ theΒ GroupΒ Β£33,203Β (2015:Β Β£2,510).
Β
32.Subsequent events
Β
On 16 March 2017 a special resolution was passed to change the Company name from MartinCo PLC to The Property Franchise Group PLC.
Β
On 29 March the Group announced that the deferred consideration payable to the founders of ESLL had been renegotiated to two cash payments of Β£0.5m on 31 July 2017 and Β£0.5m on 31 December 2017.
Β
Β
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