Share Name Share Symbol Market Type Share ISIN Share Description
Foxtons LSE:FOXT London Ordinary Share GB00BCKFY513 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -1.25p -1.74% 70.50p 70.25p 70.75p 75.00p 70.50p 75.00p 350,221 16:35:10
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Real Estate 132.7 18.8 5.7 12.4 193.95

Foxtons Group PLC Half-year Report

27/07/2017 7:00am

UK Regulatory (RNS & others)


Foxtons (LSE:FOXT)
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2 Months : From Jul 2017 to Sep 2017

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RNS Number : 2108M

Foxtons Group PLC

27 July 2017

Foxtons Group plc

INTERIM RESULTS FOR THE HALF YEARED 30 JUNE 2017

27 JULY 2017

Foxtons Group plc, London's leading estate agent, today announces its financial results for the half year ended 30 June 2017.

Financial summary

 
 Half year ended 30 June                   H1 2017    H1 2016 
---------------------------------------  ---------  --------- 
 Group revenue                            GBP58.5m   GBP68.8m 
 Group Adjusted EBITDA(1)                  GBP7.1m   GBP13.1m 
 Profit before tax                         GBP3.8m   GBP10.5m 
 Net cash from operating activities        GBP3.8m   GBP10.2m 
 Net free cash flow(2)                     GBP2.1m    GBP6.8m 
 Basic Earnings per share                     1.2p       3.0p 
 Interim dividend per share - ordinary       0.43p      1.67p 
---------------------------------------  ---------  --------- 
 

Financial highlights:

-- Lettings revenue GBP32.1m down 2% versus prior year; Volumes up 1% with several growth initiatives underway, offset by fall in rental rates. Remains a resilient, recurring revenue stream.

-- Sales revenue GBP22.2m down 29% in the half; mainly driven by the Q1 surge in the prior year. Q2 sales revenue down 3% overall versus prior year and impacted by increased political uncertainty towards the end of the period.

   --      Alexander Hall mortgage revenue GBP4.2m, down 9% reflecting tough prior year comparatives. 
   --      Focus on tight cost control with costs down GBP3.7m versus prior year. 
   --      Robust balance sheet with no debt. GBP10.6m cash as at 30 June 2017. 
   --      0.43p interim dividend in line with policy. 

Operational highlights:

-- Maintained No 1 position in both sales and lettings delivering market leading service for customers:

o Customer service scores of 9.5/10 (TrustPilot) and 4.6/5 (Google reviews).

o 96% success rate in achieving asking prices in sales and lettings .

o Further focus on deepening staff expertise.

-- New technology platforms built to enhance customer experience including the MyFoxtons portal for buyers and tenants.

-- Several new initiatives launched or launching in H2 designed to accelerate the growth in lettings portfolio.

   --      Two branches opened in February as planned. Network now covers 80% of the London market. 
   --      Strategic focus on maximising upside potential from newer branches. 

Commenting on today's statement, Nic Budden, Chief Executive Officer said:

"Our performance has been resilient in the context of a London property market that has been further impacted by unprecedented economic and political uncertainty. Whilst sales commissions in the second quarter as a whole were down 3% versus prior year, sales exchanges and our under offer pipeline weakened through June and the early part of July. The growth in our lettings portfolio was encouraging, up 2% to c.19,800 tenancies and now accounts for 55% of group revenues, delivering a steady and recurring income stream.

"During the last six months we have maintained our relentless focus on delivering a market leading service for our customers and that remains our priority. We recently launched MyFoxtons for tenants and buyers, a sophisticated online portal to complement the equivalent for landlords and vendors launched last year, and early feedback has been encouraging. We have several new and exciting initiatives underway designed to build our lettings portfolio and strengthen our customer offer further. While conditions remain challenging, we are confident that these initiatives, together with the strength of our network, our balance sheet and our brand will support long term growth for our shareholders."

For further information, please contact:

 
Foxtons Group plc 
Jenny Matthews, Investor Relations Manager   +44 20 7893 6484 
 
Tulchan Communications LLP 
Peter Hewer/Jessica Reid                     +44 20 7353 4200 
 

A live webcast of the management team's presentation at 9:00 a.m. today can be accessed via the Group's website at www.foxtonsgroup.co.uk. An audio dial in will also be available - dial in details: U.K. +44(0)330 336 9105, U.S.: +1 719 457 2086 Confirmation Code: 3639821. There will also be a replay for 14 days after the presentation, replay dial in: London/UK: +44 (0)207 984 7568, and US: +1 719 457 0820. Conference code: 3639821

1. Adjusted EBITDA is defined by the Group as profit before tax, depreciation, amortisation, finance costs, finance income, exceptional items, profit on disposal of assets and share based payments. Refer to note 3. This is used as a key performance indicator of underlying trading performance on the basis that it excludes one-off exceptional charges and management incentive schemes.

2. Net free cash flow is defined by the Group as net cash from operating activities less net cash used in investing activities exclusive of exceptional items. This is considered to represent the most appropriate measure of net cash flow generated from the business, excluding amounts distributed to shareholders.

Performance at a glance

 
                                       Six months ended 
                                                30 June 
-----------------------------------  ------------------  ----- 
                                      H1 2017   H1 2016 
-----------------------------------  --------  --------  ----- 
Income statement 
-----------------------------------  --------  --------  ----- 
Revenue                              GBP58.5m  GBP68.8m  (15%) 
-----------------------------------  --------  --------  ----- 
Adjusted EBITDA                       GBP7.1m  GBP13.1m  (46%) 
-----------------------------------  --------  --------  ----- 
Profit before tax                     GBP3.8m  GBP10.5m  (64%) 
-----------------------------------  --------  --------  ----- 
Adjusted EBITDA margin                  12.2%     19.1% 
-----------------------------------  --------  --------  ----- 
 
Earnings per share 
-----------------------------------  --------  --------  ----- 
Basic EPS                                1.2p      3.0p  (60%) 
-----------------------------------  --------  --------  ----- 
 
Returns to shareholders: 
-----------------------------------  --------  --------  ----- 
  Cash paid during the period 
    Total paid                        GBP0.9m  GBP17.1m 
    Share buy-backs                         -  GBP11.2m 
-----------------------------------  --------  --------  ----- 
   Total cash returns in the          GBP0.9m  GBP28.3m 
    period 
-----------------------------------  --------  --------  ----- 
 Dividends payable 
-----------------------------------  --------  --------  ----- 
 Interim                              0.43pps   1.67pps 
-----------------------------------  --------  --------  ----- 
     Special                                -         - 
-----------------------------------  --------  --------  ----- 
      Total                           0.43pps   1.67pps 
-----------------------------------  --------  --------  ----- 
 
Cash flow 
-----------------------------------  --------  --------  ----- 
Operating cash conversion(1)            45.1%     83.1% 
-----------------------------------  --------  --------  ----- 
Net free cash flow                    GBP2.1m   GBP6.8m 
-----------------------------------  --------  --------  ----- 
Net free cash flow as a percentage 
 of Adjusted EBITDA                     29.5%     51.5% 
-----------------------------------  --------  --------  ----- 
Period end cash balance              GBP10.6m   GBP4.1m 
-----------------------------------  --------  --------  ----- 
 
 
KPIs 
------------------------------  ---------  ---------  ----- 
Sales revenue                    GBP22.2m   GBP31.4m  (29%) 
------------------------------  ---------  ---------  ----- 
  Sales units                       1,544      2,314  (33%) 
------------------------------  ---------  ---------  ----- 
  Revenue per sales unit        GBP14,412  GBP13,615    +6% 
------------------------------  ---------  ---------  ----- 
 
Lettings revenue                 GBP32.1m   GBP32.7m   (2%) 
------------------------------  ---------  ---------  ----- 
  Lettings units                    9,435      9,322     1% 
------------------------------  ---------  ---------  ----- 
  Revenue per lettings unit      GBP3,399   GBP3,507   (3%) 
------------------------------  ---------  ---------  ----- 
 
Mortgage broking revenue          GBP4.2m    GBP4.7m   (9%) 
------------------------------  ---------  ---------  ----- 
  Units                             1,992      2,152   (7%) 
------------------------------  ---------  ---------  ----- 
  Average revenue per broking 
   unit                          GBP2,119   GBP2,162   (2%) 
------------------------------  ---------  ---------  ----- 
 

Definitions:

1. Operating cash conversion is computed as Adjusted operating cash flow/Adjusted EBITDA. Adjusted operating cash flow is defined as the summation of Adjusted EBITDA, change in working capital and net capital spend. This is considered to represent the key performance indicator for operating cash flow, excluding income tax payments.

Chief Executive's review

First half Group revenue was GBP58.5 million (2016: GBP68.8 million) and comprised sales revenue of GBP22.2 million (2016: GBP31.4 million), lettings revenue of GBP32.1 million (2016: GBP32.7 million) and mortgage broking revenue of GBP4.2 million (2016: GBP4.7 million).

Sales revenue fell 29%, mainly reflecting the surge in transactions in Q1 2016 prior to the increase in stamp duty on buy-to-let and second homes. Sales revenue was down 44% in Q1 versus prior year, and down by 3% in Q2 versus prior year. Lettings continued to provide a resilient, less-cyclical revenue stream and now represents 55% of the Group's revenues. Lettings revenue was down 2% on the prior year, with downward pressures on rents partly offset by increased volumes. Alexander Hall, our mortgage broker, was down 9% driven by prior year volumes in Q1 ahead of the changes to stamp duty.

Group Adjusted EBITDA reduced to GBP7.1 million (2016: GBP13.1 million) driven principally by lower revenue in the sales business. We delivered against our cost reduction targets, delivering GBP3.7m of savings, despite business rates increases, one-off costs and inflationary pressures.

The Group continues to be cash generative, delivering GBP2.1m of free cash flow, and remains debt free.

Property sales market

The sales market continues to be weighed down by the impact of stamp duty tax changes introduced during 2016. The unexpected general election led to a further slowing of transaction levels in Q2 2017.

However, despite these short-term issues, London remains an economic and financial powerhouse, with an enviable level of global reach and influence. With its solid infrastructure and skilled workforce supporting both financial and commercial sectors, its long-term attractiveness is unlikely to diminish. London continues to be a highly attractive property market driven by high population density and limited housing stock. Significant pent-up demand for housing is driven by the fact that population has increased by c1.2m from 2005 to 2016 with only c.200,000 new homes built. These fundamental demand and supply dynamics mean that transactions will increase once a greater level of economic certainty returns to the market.

Lettings market

London has experienced a significant shift in tenure with nearly 30% of private households now living in rented accommodation, double that seen a decade ago. This increase in demand for private rentals in London underpins our lettings business, which continues to be a key element of our future growth strategy.

Our lettings business is the largest single brand portfolio in London and has benefitted from an increased operational focus alongside well-received new customer initiatives in the period. We are starting to see encouraging growth in our portfolio, which increased to c.19,800 from c.19,400 in the prior year. The proportion of actively managed properties in the portfolio also increased in the period, to 32% (2016: 31%). We also achieved growth in our short lets business despite the corporate relocation market remaining constrained.

Whilst demand for rental properties remains high, the first half of the year saw a 5% decrease in average rental prices driven by both supply and demand factors; supply of rental property increased following the surge in buy-to-let activity in Q1 2016, whilst demand weakened following the European Union referendum and inflationary pressures on household incomes.

The growth of high-quality, professionally managed Institutional PRS has increased choice and quality in the rental sector. Foxtons is well placed to benefit from this emerging rental product; our market-leading lettings experience, IT infrastructure and operational processes have been well received by Institutional PRS operators. Our pipeline remains strong, however many schemes remain at build stage.

As the lettings market grows, it is becoming more complex too, with significant new regulation, legislation and tax changes introduced in recent years. Against this background our high quality lettings business is the sensible choice for landlords and tenants looking for a long term partner who can safeguard their interests.

Outlook

Looking ahead, we expect trading conditions to remain challenging for the remainder of 2017 given the effects of ongoing economic and political uncertainty.

Our balanced business model, underpinned by less cyclical lettings income, provides resilience against sales market cycles and we continue to target growth in this area. Enhanced operational focus, customer initiatives and utilisation of technology and data have already shown some progress in H1 and we aim to build on this in H2.

Foxtons remains in an attractive position with a robust balance sheet, good cash generation and with no debt. We have made good progress aligning our cost base with market conditions. We will continue to review and optimise our business structure and leverage our proprietary technology and data (including 4 million property records) to make our agents as productive and competitive as possible.

Longer term, whilst recent political events have produced uncertainty for buyers and sellers, we expect London to remain a highly attractive property market for sales and lettings. We have several initiatives underway to promote growth in our lettings business and our less mature branches remain focused on growing market share. Our high-touch approach to customer service continues to be a key differentiator, and as the most recognised residential brand in London, we are uniquely positioned to manage through the market uncertainties and take advantage of any change in conditions.

Nic Budden

Chief Executive Officer

Financial review

Summary income statement

 
 Half year ended 30 
  June                       H1 2017     H1 2016   % change 
-------------------------  ---------  ----------  --------- 
 Group revenue              GBP58.5m    GBP68.8m      (15%) 
 Group Adjusted EBITDA       GBP7.1m    GBP13.1m      (46%) 
 Profit before tax           GBP3.8m    GBP10.5m      (64%) 
 Net cash from operating 
  activities                 GBP3.8m    GBP10.2m      (63%) 
 Basic Earnings per 
  share                         1.2p        3.0p      (60%) 
 Dividend per share            0.43p       1.67p      (74%) 
-------------------------  ---------  ----------  --------- 
 

Note: Alternative performance measures such as "Adjusted EBITDA" are presented as alternatives to IFRS equivalent measures as they provide a clearer understanding of the Group's underlying performance.

Revenue

The Foxtons Group comprises three business segments: Sales, Lettings and Mortgage broking. The majority of operations are in the London area with two branches in the adjacent area of Surrey.

 
 GBPm                 H1      H1     % variance 
                      2017    2016 
------------------  ------  ------  ----------- 
 Sales                22.2    31.4        (29%) 
 Lettings             32.1    32.7         (2%) 
 Mortgage broking      4.2     4.7         (9%) 
 Total revenue        58.5    68.8        (15%) 
------------------  ------  ------  ----------- 
 

Sales

The London property sales market was significantly impacted by a marked step down in activity due to political uncertainty and taxation changes affecting buy-to-let properties. Revenues fell by 29% versus the prior year, primarily driven by a 33% fall in volumes. "Average revenue per transaction" increased by 6% versus prior year. This increase was due to underlying London price inflation with the average price of Foxtons property sales increasing to GBP589k (H1-2016: GBP573k) together with an increasing number of deals at multi-agency rates.

Lettings

The Lettings segment continues to provide a consistent recurring revenue stream which comprises over half of group revenues. Lettings revenue remained resilient, down 2% versus prior year driven by lower rental rates in the market, partly offset by increased deal volumes.

Mortgage broking

Mortgage broking revenue fell by 9%, principally driven by reduced volumes due to reduced activity in the property sales market.

Balanced business

A key strategic priority for the Company is to maintain a balanced business. This balance across the Sales and Lettings segments provides financial strength in the Group to withstand fluctuations in the property market.

 
% of total revenue   H1 2017  H1 2016 
-------------------  -------  ------- 
Sales                  38%      46% 
Lettings               55%      47% 
Mortgage broking       7%       7% 
Total revenue         100%     100% 
-------------------  -------  ------- 
 

Organic expansion

The Group opened two new branches during the period in Wembley and Wood Green. The network now totals 67 branches. Further openings will be dependent on conditions in the property sales market and we will focus on the maturing of our newer branches.

Segmental Group Adjusted EBITDA

 
   Adjusted EBITDA           H1       H1      H1       H1 
                             2017    2017 
                                              2016    2016 
------------------------- 
                            GBPm    margin   GBPm    margin 
-------------------------  ------  -------  ------  ------- 
   Sales                      1.4     6.5%     5.2    16.7% 
   Lettings                   4.9    15.4%     7.1    21.7% 
   Mortgage broking           0.8    18.1%     0.8    17.1% 
   Group Adjusted EBITDA      7.1    12.2%    13.1    19.1% 
-------------------------  ------  -------  ------  ------- 
 

Lettings EBITDA and margin reduced versus prior year driven primarily by lower revenue, and an increased apportionment of shared central costs, which for the purposes of segmental reporting are allocated between the sales and lettings segments according to headcount. As H1 2017 headcount was higher in the lettings business than that of the sales business, a higher proportion of shared cost has been allocated to Lettings than was the case in the prior year. The contribution margin in Lettings prior to the allocation of shared central costs was in line with the prior year.

Sales EBITDA and margin reduced versus prior year driven primarily by lower revenue, partially offset by lower costs arising from lower headcount.

Seasonality

EBITDA generation is not phased equally during the year. Seasonality is seen in both Sales and Lettings with Q3 being the peak period for Lettings revenues. Historically, Adjusted EBITDA has been weighted towards the second half of the year with a ratio of circa 47:53 (H1:H2).

Profit before tax (PBT)

Profit before tax (PBT) was GBP3.8 million (H1 2016: GBP10.5 million) and was after charging administrative expenses of GBP54.7 million (H1 2016: GBP58.4 million), a reduction of GBP3.7 million (6%) driven mainly by headcount reductions, all through natural attrition, as we controlled costs as market conditions worsened. There were no exceptional items in either the current or prior year.

Taxation

The Group has a low risk approach to its tax affairs. All business activities of Foxtons operate within the UK and are UK tax registered and fully compliant. The Group does not have any complex tax structures in place and does not engage in any aggressive tax planning or tax avoidance schemes. Foxtons always sets out to be transparent, open and honest in its dealings with tax authorities. Foxtons' effective tax rate is 11.4% (2016: 19.7%).This may be compared to the statutory blended corporation tax rate of 19.25% (2016: 20.0%). The effective tax rate fell due to the recognition of a deferred tax asset relating to a non-trading inter-company loan relationship from prior years. Tax payments during the first half of the year totalled GBP1.1 million (H1 2016: GBP4.2million).

Earnings per share (EPS)

Basic EPS was 1.2p (H1 2016: 3.0p) driven by reduced profitability, partially offset by a deferred tax credit in the period.

Cash flow

Net free cash flow for the period was GBP2.1 million (H1 2016: GBP6.8 million). The reduction was primarily due to reduced EBITDA (GBP6.0m), and an adverse movement in working capital (GBP3.5m), partially offset by lower tax payments +GBP3.1m and lower net capital spend +GBP1.7m. The adverse working capital movement was caused by debtors returning to more normal levels in June 2017 after a relatively weak end to the 2016 year which in turn led to relatively low debtors at the start of 2017. This adverse working capital movement was the main reason for the reduction in operating cash conversion, which was 45.1% (H1 2016: 83.1%)

The Group held net cash of GBP10.6m as at period end, and has a GBP10m Revolving Credit Facility which remains entirely undrawn.

Dividends

The Board's priorities for free cash flow are to fund investment in the future development of the business, maintain a strong balance sheet and to return excess cash to shareholders.

A final dividend in respect of 2016 of 0.33p per share was paid in May 2017. In line with our policy of returning 35% to 40% of profit after tax as an ordinary dividend, a 2017 interim dividend of 0.43p per share will be paid in September 2017 (2016 interim: 1.67p per share). Payment will be made on 26 September 2017 to shareholders on the register at close of business on 1 September 2017. The shares will be quoted ex-dividend on 31 August 2017.

Share buy-backs

No share buy-backs were undertaken during the period (H1-2016: GBP11.2 million).

Post balance sheet events

There are no post balance sheet events to report.

Treasury policies and objectives

The Group's treasury policy is designed to reduce financial risk.

Financial risk for the Group is low as:

   -- The Group is debt-free; 
 
   -- The Group is entirely UK-based with no foreign currency risks; and 
 
   -- Surplus cash balances are held with major UK based banks. 

As a consequence of the above, the Group has not had to enter into any financial instruments to protect against risk.

Pensions

The Group does not have any defined benefit schemes in place but is subject to the provisions of auto-enrolment which require the Company to make certain defined contribution payments for our employees.

Mark Berry

Chief Financial Officer

Principal risks

Risk management

The Board is responsible for establishing and maintaining the Group's system of risk management and internal control, with the aim of protecting its employees and customers and safeguarding the interests of the Company and its Shareholders in the constantly changing environment in which it operates. The Board regularly reviews the principal risks facing the Company together with the relevant mitigating controls and undertakes a robust assessment. In reviewing the principal risks the Board considers emerging risks and significant changes to existing risk ratings. In addition the Board has set guidelines for risk appetite as part of the risk management process against which risks are monitored.

The identification of risk in the Group is undertaken by specific executive risk committees which analyse overall corporate risk, information technology risk and mortgage broking risk. Other committees exist below this level to focus on specific areas such as anti-money laundering etc. A common risk register is used across the Group to monitor gross and residual risk with the results being assessed by the Board. The Compliance department constantly reviews operations to ensure that any non-standard transactions have been properly authorised and that procedures are being properly adhered to across the branch network. The Audit Committee monitors the effectiveness of the risk management system through regular updates originating from the various executive risk committees.

The principal risks table below sets out the risks facing the business at the date of this Report analysed between external and internal factors. These risks do not comprise all of the risks that the Group may face and are not listed in any order of priority. Additional risks and uncertainties not presently known to management or deemed to be less material at the date of this Report may also have an adverse effect on the Group.

The following principal risks and uncertainties are consistent with those disclosed in the 2016 Annual Report and Accounts.

External factors

 
Risk                     Impact on company 
-----------------------  ----------------------------------------------- 
Market Risk              Continuous high property price inflation 
                          may impact affordability which in turn 
                          may reduce transaction levels in the 
                          market. The market may also be affected 
                          by a reduction in London's standing as 
                          a major financial city caused by the 
                          UK's decision to leave the EU. 
                          The market is also reliant on the availability 
                          of mortgage finance, a deterioration 
                          in which may adversely affect Foxtons. 
                          The market may also be impacted by any 
                          changes in government policy such as 
                          increases in stamp duty taxes or increased 
                          regulation in the lettings market such 
                          as banning tenants' fees. 
-----------------------  ----------------------------------------------- 
Competitor challenge     Foxtons operates in a highly competitive 
                          marketplace. New or existing competitors 
                          could develop new services or methods 
                          of working including online and hybrid 
                          agents which could give them a competitive 
                          advantage over Foxtons. 
-----------------------  ----------------------------------------------- 
Compliance with          Breaches of laws or regulations could 
 the legal and            lead to financial penalties and reputational 
 regulatory environment   damage. 
 
                          The Mortgage broking division is authorised 
                          and regulated by the FCA and could be 
                          subject to sanction for non-compliance. 
-----------------------  ----------------------------------------------- 
 

Internal factors

 
Risk            Impact on company 
--------------  -------------------------------------------------- 
IT systems and  Foxtons business operations are dependent 
 cyber risk      on sophisticated IT systems which could 
                 fail or be deliberately targeted by cyber-attacks 
                 leading to interruption of service or 
                 corruption of data. 
--------------  -------------------------------------------------- 
People          There is a risk that Foxtons may not 
                 be able to recruit and retain sufficient 
                 people to satisfy its organic expansion 
                 plans. In addition, senior staff may 
                 be recruited by competitors. 
--------------  -------------------------------------------------- 
 

Forward looking statements:

This interim announcement contains certain forward-looking statements with respect to the financial condition and results of operations of Foxtons Group plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. The forward-looking statements are based on the directors' current views and information known to them at 26 July 2017. The directors do not make any undertakings to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in this statement should be construed as a profit forecast.

Statement of Directors' responsibilities

We confirm that to the best of our knowledge:

(a) The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting'

(b) The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

(c) The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

By order of the Board

 
Chief Executive Officer  Chief Financial Officer 
Nic Budden               Mark Berry 
26 July 2017             26 July 2017 
 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Six months ended 30 June 2017

 
                                                                    Six 
                                                                 months 
                                                                  to 30 
                                                                   June 
                                                                   2016 
                                                                                 Year 
                                                                                ended 
                                               Six months                 31 December 
                                               to 30 June                        2016 
                                         2017 (Unaudited)   (unaudited)     (audited) 
Continuing operations            Notes            GBP'000       GBP'000       GBP'000 
-------------------------------  -----  -----------------  ------------  ------------ 
Revenue                                            58,541        68,846       132,688 
Administrative expenses                          (54,727)      (58,412)     (113,877) 
-------------------------------  -----  -----------------  ------------  ------------ 
Operating profit                                    3,814        10,434        18,811 
Finance income                                        (3)            33            34 
Finance costs                                        (40)             -          (80) 
-------------------------------  -----  -----------------  ------------  ------------ 
Profit before tax                                   3,771        10,467        18,765 
Tax                                  4              (431)       (2,062)       (3,043) 
-------------------------------  -----  -----------------  ------------  ------------ 
Profit and total comprehensive 
 income for the year                                3,340         8,405        15,722 
-------------------------------  -----  -----------------  ------------  ------------ 
Earnings per share 
Basic and diluted (pence 
 per share)                          6                1.2           3.0           5.7 
-------------------------------  -----  -----------------  ------------  ------------ 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2017

 
                                                                            30 June  31 December 
                                                                               2016         2016 
                                                         30 June 2017 
                                                          (unaudited)   (unaudited)    (audited) 
                                                  Notes       GBP'000       GBP'000      GBP'000 
-----------------------------------------------  ------  ------------  ------------  ----------- 
Non-current assets 
Goodwill                                                       19,168        19,168       19,168 
Other intangible assets                                       100,625        99,727      100,104 
Property, plant and equipment                                  26,450        27,832       28,077 
Deferred tax assets                                               909           332          468 
-------------------------------------------------------  ------------  ------------  ----------- 
                                                              147,152       147,059      147,817 
 ------------------------------------------------------  ------------  ------------  ----------- 
Current assets 
Trade and other receivables                                    11,700        12,282        7,753 
Prepayments                                                     5,729         5,558        5,681 
Cash and cash equivalents                                      10,634         4,093        9,476 
-------------------------------------------------------  ------------  ------------  ----------- 
                                                               28,063        21,933       22,910 
 ------------------------------------------------------  ------------  ------------  ----------- 
Total assets                                                  175,215       168,992      170,727 
-------------------------------------------------------  ------------  ------------  ----------- 
Current liabilities 
Trade and other payables                                     (13,204)      (11,723)     (11,313) 
Current tax liabilities                                         (943)       (1,585)      (1,184) 
Provisions                                                      (305)         (206)        (286) 
Deferred revenue and lettings refund liability                (4,353)       (4,709)      (4,473) 
-------------------------------------------------------  ------------  ------------  ----------- 
                                                             (18,805)      (18,223)     (17,256) 
 ------------------------------------------------------  ------------  ------------  ----------- 
Net current assets                                              9,258         3,710        5,654 
Non-current liabilities 
Deferred tax liabilities                                     (16,830)      (17,820)     (16,830) 
-------------------------------------------------------  ------------  ------------  ----------- 
                                                             (16,830)      (17,820)     (16,830) 
 ------------------------------------------------------  ------------  ------------  ----------- 
Total liabilities                                            (35,635)      (36,043)     (34,086) 
-------------------------------------------------------  ------------  ------------  ----------- 
Net assets                                                    139,580       132,949      136,641 
-------------------------------------------------------  ------------  ------------  ----------- 
Equity 
Share capital                                                   2,751         2,751        2,751 
Own shares held                                                 (720)       (1,540)      (1,540) 
Other capital reserve                                           2,582         2,582        2,582 
Capital redemption reserve                                         71            71           71 
Share premium                                                       -             -            - 
Retained earnings                                             134,896       129,085      132,777 
-------------------------------------------------------  ------------  ------------  ----------- 
Total equity                                                  139,580       132,949      136,641 
-------------------------------------------------------  ------------  ------------  ----------- 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Six months ended 30 June 2017

 
                                      Own     Other      Capital 
                          Share    shares   capital   redemption                  Retained     Total 
                        capital      held   reserve      reserve  Share premium   earnings    equity 
                        GBP'000   GBP'000   GBP'000      GBP'000        GBP'000    GBP'000   GBP'000 
---------------------  --------  --------  --------  -----------  -------------  ---------  -------- 
Balance at 1 January 
 2017                     2,751   (1,540)     2,582           71              -    132,777   136,641 
---------------------  --------  --------  --------  -----------  -------------  ---------  -------- 
Total comprehensive 
 income for the year          -         -         -            -              -      3,340     3,340 
Dividends                     -         -         -            -              -      (908)     (908) 
Exercise of shares 
 from EBT                     -       820         -            -              -      (820)         - 
Credit to equity 
 for share based 
 payments                     -         -         -            -              -        507       507 
---------------------  --------  --------  --------  -----------  -------------  ---------  -------- 
Balance at 30 June 
 2017 (unaudited)         2,751     (720)     2,582           71              -    134,896   139,580 
---------------------  --------  --------  --------  -----------  -------------  ---------  -------- 
 
 
                                            Own     Other      Capital 
                                Share    shares   capital   redemption                  Retained     Total 
                              capital      held   reserve      reserve  Share premium   earnings    equity 
                              GBP'000   GBP'000   GBP'000      GBP'000        GBP'000    GBP'000   GBP'000 
---------------------------  --------  --------  --------  -----------  -------------  ---------  -------- 
Balance at 1 January 
 2016                           2,817   (1,540)     2,582            5         52,727     95,994   152,585 
===========================  ========  ========  ========  ===========  =============  =========  ======== 
Total comprehensive 
 income for the period              -         -         -            -              -      8,405     8,405 
Dividends                           -         -         -            -              -   (17,108)  (17,108) 
Share buyback                    (66)         -         -           66              -   (11,163)  (11,163) 
Share premium cancellation 
 net of transaction 
 costs                              -         -         -            -       (52,727)     52,703      (24) 
Credit to equity 
 for share based 
 payments                           -         -         -            -              -        254       254 
Balance at 30 June 
 2016 (unaudited)               2,751   (1,540)     2,582           71              -    129,085   132,949 
---------------------------  --------  --------  --------  -----------  -------------  ---------  -------- 
 
 
                                            Own     Other 
                                Share    shares   capital  Capital redemption                  Retained     Total 
                              capital      held   reserve             reserve  Share premium   earnings    equity 
                              GBP'000   GBP'000   GBP'000             GBP'000        GBP'000    GBP'000   GBP'000 
---------------------------  --------  --------  --------  ------------------  -------------  ---------  -------- 
Balance at 1 January 
 2016                           2,817   (1,540)     2,582                   5         52,727     95,994   152,585 
---------------------------  --------  --------  --------  ------------------  -------------  ---------  -------- 
Total comprehensive 
 income for the 
 year                               -         -         -                   -              -     15,722    15,722 
Dividends                           -         -         -                   -              -   (21,694)  (21,694) 
Share buyback                    (66)         -         -                  66              -   (11,163)  (11,163) 
Share premium cancellation 
 net of transaction 
 costs                              -         -         -                   -       (52,727)     52,703      (24) 
Credit to equity 
 for share based 
 payments                           -         -         -                   -              -      1,215     1,215 
---------------------------  --------  --------  --------  ------------------  -------------  ---------  -------- 
Balance at 31 December 
 2016                           2,751   (1,540)     2,582                  71              -    132,777   136,641 
---------------------------  --------  --------  --------  ------------------  -------------  ---------  -------- 
 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

Six months ended 30 June 2017

 
                                         Six months 
                                         to 30 June 
                                               2017 
                                                              Six 
                                                           months          Year 
                                                            to 30         ended 
                                                             June   31 December 
                                                             2016          2016 
                                        (unaudited)   (unaudited)     (audited) 
                                 Note       GBP'000       GBP'000       GBP'000 
-------------------------------  ----  ------------  ------------  ------------ 
Net cash from operating 
 activities                         7         3,795        10,197        23,385 
-------------------------------  ----  ------------  ------------  ------------ 
Investing activities 
Interest received                               (3)            33            34 
Proceeds on disposal of 
 property, plant and equipment                   20           166           399 
Purchases of property, plant 
 and equipment                              (1,134)       (3,351)       (6,296) 
Purchases of intangibles                      (572)         (276)         (704) 
-------------------------------  ----  ------------  ------------  ------------ 
Net cash used in investing 
 activities                                 (1,689)       (3,428)       (6,567) 
-------------------------------  ----  ------------  ------------  ------------ 
Financing activities 
Dividends paid                                (908)      (17,108)      (21,694) 
Cancellation of share premium 
 expenses                                         -          (24)          (24) 
Interest paid                                  (40)             -          (80) 
Share buy-back                                    -      (11,163)      (11,163) 
Net cash used in financing 
 activities                                   (948)      (28,295)      (32,961) 
-------------------------------  ----  ------------  ------------  ------------ 
Net increase/(decrease) 
 in cash and cash equivalents                 1,158      (21,526)      (16,143) 
Cash and cash equivalents 
 at beginning of year                         9,476        25,619        25,619 
-------------------------------  ----  ------------  ------------  ------------ 
Cash and cash equivalents 
 at end of year                              10,634         4,093         9,476 
-------------------------------  ----  ------------  ------------  ------------ 
 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL REPORT

1. General information

Foxtons Group plc (the "Company") is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the Company's registered office is Building One, Chiswick Park, 566 Chiswick High Road, London W4 5BE. The principal activity of the Company and its subsidiaries (collectively, the "Group") is the provision of services to the residential property market in the UK.

These condensed financial statements are presented in pounds sterling which is the currency of the primary economic environment in which the Group operates.

The information for the year ended 31 December 2016 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

2. Significant accounting policies

Compliance with International Financial Reporting Standards

The annual financial statements of Foxtons Group plc are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union.

Basis of preparation

These condensed financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, having considered the Company forecasts and projections, taking account of reasonably possible changes in trading performance and the current economic uncertainty. Accordingly, they have adopted the going concern basis in preparing the financial statements.

Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2016, as described in those financial statements. These policies have been applied in preparing the condensed financial statements for the 6 months ended 30 June 2017 and 30 June 2016.

Seasonality

Seasonality of the business is discussed in the financial review section.

3. Business and geographical segments

Products and services from which reportable segments derive their revenue

Management has determined the operating segments based on the monthly management pack reviewed by the Directors, which is used to assess both the performance of the business and to allocate resources within the entity. Management has identified that the Directors are the chief operating decision maker in accordance with the requirements of IFRS 8 'Operating segments'.

The operating and reportable segments of the Group are (i) Sales, (ii) Lettings and (iii) Mortgage broking.

The Sales segment generates commission on sales of residential property. The Lettings segment earns fees from the letting and management of residential properties and income from interest earned on tenants' deposits. As these two segments operate out of the same premises and share support services, a significant proportion of costs have to be apportioned between the segments. The basis of apportionment used is headcount in each segment.

The Mortgage broking segment receives commission from the arrangement of mortgages and related products under contracts with financial service providers and receives administration fees from clients.

Adjusted EBITDA represents the profit before tax for the period earned by each segment before allocation of depreciation, amortisation, finance income, finance costs, exceptional items and share based payments. This is the measure reported to the Directors for the purpose of resource allocation and assessment of segment performance.

All revenue for the Group is generated from within the UK and there is no intra-group revenue.

Segment revenues and results

The following is an analysis of the Group's revenue and results by reportable segment for the half year ended 30 June 2017:

 
                                                      Mortgage 
                                     Sales  Lettings   Broking  Consolidated 
                                   GBP'000   GBP'000   GBP'000       GBP'000 
--------------------------------  --------  --------  --------  ------------ 
Revenue                             22,252    32,069     4,220        58,541 
--------------------------------  --------  --------  --------  ------------ 
Adjusted EBITDA                      1,452     4,926       763         7,141 
Adjusted EBITDA margin                6.5%     15.4%     18.1%         12.2% 
 
Depreciation                                                         (2,512) 
Amortisation                                                            (51) 
Profit on disposal of property, 
 plant 
 and equipment                                                         (230) 
Finance income                                                           (3) 
Finance cost                                                            (40) 
Share based payment charge                                             (534) 
--------------------------------  --------  --------  --------  ------------ 
Profit before tax                                                      3,771 
--------------------------------  --------  --------  --------  ------------ 
 

The following is an analysis of the Group's revenue and results by reportable segment for the half year ended 30 June 2016

 
                                                      Mortgage 
                                     Sales  Lettings   Broking  Consolidated 
                                   GBP'000   GBP'000   GBP'000       GBP'000 
--------------------------------  --------  --------  --------  ------------ 
Revenue                             31,506    32,688     4,652        68,846 
--------------------------------  --------  --------  --------  ------------ 
Adjusted EBITDA                      5,263     7,084       795        13,142 
Adjusted EBITDA margin               16.7%     21.7%     17.1%         19.1% 
 
Depreciation                                                         (2,425) 
Amortisation                                                            (51) 
Profit on disposal of property, 
 plant 
 and equipment                                                            57 
Finance income                                                            33 
Finance costs                                                              - 
Share based payment charge                                             (289) 
--------------------------------  --------  --------  --------  ------------ 
Profit before tax                                                     10,467 
--------------------------------  --------  --------  --------  ------------ 
 

Segment assets and liabilities, including depreciation, amortisation and additions to non-current assets, are not reported to the Directors on a segmental basis and are therefore not disclosed.

The following is an analysis of the Group's revenue and results by reportable segment for the year ended 31 December 2016:

 
                                                            Mortgage 
                                           Sales  Lettings   Broking  Consolidated 
                                         GBP'000   GBP'000   GBP'000       GBP'000 
--------------------------------------  --------  --------  --------  ------------ 
Revenue                                   55,489    68,349     8,850       132,688 
--------------------------------------  --------  --------  --------  ------------ 
Adjusted EBITDA                            7,021    16,155     1,425        24,601 
Adjusted EBITDA margin                     12.7%     23.6%     16.1%         18.5% 
 
Depreciation                                                               (4,949) 
Amortisation                                                                 (101) 
Profit on disposal of property, plant 
 and equipment                                                                 113 
Finance income                                                                  34 
Finance cost                                                                  (80) 
Share based payment charge                                                   (854) 
--------------------------------------  --------  --------  --------  ------------ 
Profit before tax                                                           18,765 
--------------------------------------  --------  --------  --------  ------------ 
 

4. Tax

 
                                         Six months 
                                         to 30 June 
                                               2017 
                                                              Six 
                                                           months          Year 
                                                            to 30         ended 
                                                             June   31 December 
                                                             2016          2016 
                                        (unaudited)   (unaudited)     (audited) 
                                            GBP'000       GBP'000       GBP'000 
------------------------------------- 
Current tax 
Current tax charge                              872         2,100         3,834 
Deferred tax (credit)/charge                  (441)          (38)         (791) 
-------------------------------------  ------------  ------------  ------------ 
Tax on profit on ordinary activities            431         2,062         3,043 
-------------------------------------  ------------  ------------  ------------ 
 

From 1 April 2017, the UK corporate tax rate fell to 19% and there will be a further reduction in the UK corporation tax rate to 17% from April 2020. The effective corporation tax rate for the year ended 31 December 2017 is likely to be circa 17% (year ended 31 December 2016: 19.7%) of the estimated taxable profit for the period.

5. Dividends

 
                                        Six months 
                                        to 30 June 
                                              2017 
                                                             Six 
                                                          months          Year 
                                                           to 30         ended 
                                                            June   31 December 
                                                            2016          2016 
                                       (unaudited)   (unaudited)     (audited) 
                                           GBP'000       GBP'000       GBP'000 
------------------------------------ 
Amounts recognised as distributions 
 to equity holders in the period: 
Final and special dividends year 
 ended 31 Dec 2015: 6.23p (2014: 
 5.16p) per ordinary share                       -        17,108        17,108 
Interim and special dividends year 
 ended 31 Dec 2016: 1.67p (2015: 
 4.77p) per ordinary share                       -             -         4,586 
Final and special dividends year 
 ended 31 Dec 2016: 0.33p (2015: 
 6.23p) per ordinary share                     908             -             - 
------------------------------------  ------------  ------------  ------------ 
                                               908        17,108        21,694 
------------------------------------  ------------  ------------  ------------ 
 

For 2017, the Board has declared an interim dividend of 0.43p per ordinary share (GBP1.2 million) to be paid in September 2017. An interim special dividend will not be paid. These financial statements do not reflect the dividend payable.

6. Earnings per share

 
                                        Six months 
                                        to 30 June 
                                              2017 
                                                           Six months       Year ended 
                                                           to 30 June      31 December 
                                       (unaudited)   2016 (unaudited)   2016 (audited) 
                                           GBP'000            GBP'000          GBP'000 
------------------------------------ 
Earnings for the purposes of 
 basic and diluted earnings per 
 share being profit for the year             3,340              8,405           15,722 
 
Number of shares 
Weighted average number of ordinary 
 shares for the purposes of basic 
 earnings per share                    274,710,237        275,724,200      275,161,239 
Effect of dilutive potential 
 ordinary shares                           525,366            653,008          786,455 
------------------------------------  ------------  -----------------  --------------- 
Weighted average number of ordinary 
 shares for the purpose of diluted 
 earnings per share                    275,235,603        276,377,208      275,947,694 
------------------------------------  ------------  -----------------  --------------- 
Basic and diluted earnings per 
 share (in pence per share)                    1.2                3.0              5.7 
------------------------------------  ------------  -----------------  --------------- 
 

7. Notes to the cash flow statement

 
                                          Six months 
                                          to 30 June 
                                                2017 
                                                               Six 
                                                            months          Year 
                                                             to 30         ended 
                                                              June   31 December 
                                                              2016          2016 
                                         (unaudited)   (unaudited)     (audited) 
                                             GBP'000       GBP'000       GBP'000 
--------------------------------------  ------------  ------------  ------------ 
Operating profit                               3,814        10,434        18,811 
Adjustments for: 
Depreciation of property, plant 
 and equipment                                 2,512         2,425         4,949 
(Gain)/loss on disposal of property, 
 plant and equipment                             230          (57)         (113) 
Amortisation of intangibles                       51            51           101 
Increase in provisions                            18            11            91 
Share based payment cost                         535           289           854 
Operating cash flows before movements 
 in working capital                            7,159        13,153        24,693 
Decrease/(Increase) in receivables           (3,994)           412         4,819 
Increase in payables                           1,770           852           195 
Less NI on share based payments                 (28)          (35)             - 
Cash generated by operations                   4,907        14,382        29,707 
Income taxes paid                            (1,112)       (4,185)       (6,322) 
--------------------------------------  ------------  ------------  ------------ 
Net cash from operating activities             3,795        10,197        23,385 
--------------------------------------  ------------  ------------  ------------ 
 

Cash and cash equivalents

 
                              Six months 
                              to 30 June 
                                    2017 
                                                   Six 
                                                months          Year 
                                                 to 30         ended 
                                                  June   31 December 
                                                  2016          2016 
                             (unaudited)   (unaudited)     (audited) 
                                 GBP'000       GBP'000       GBP'000 
--------------------------  ------------  ------------  ------------ 
Cash and cash equivalents         10,634         4,093         9,476 
--------------------------  ------------  ------------  ------------ 
 

Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents excludes client monies. See note 9.

8. Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Trading transactions

During the period, no Group companies entered into transactions with related parties who are not members of the Group.

9. Client monies

At 30 June 2017, client monies (all held by Foxtons Limited) in approved bank and building society accounts amounted to GBP90.5 million (30 June 2016: GBP87.5 million, 31 December 2016: GBP87.4 million). Neither this amount nor the matching liabilities to the clients concerned is included in the consolidated balance sheet. Foxtons Limited's terms and conditions provide that interest income on these deposits accrues to the Company.

Client funds are protected by the Financial Services Compensation Scheme ("FSCS") under which the government guarantees amounts up to GBP85,000 each. This guarantee applies to each individual client's deposit monies, not the sum total on deposit.

10. Operating cash conversion and net free cash flow

The Group utilises two key performance indicators for cash, namely:

   --      Operating cash conversion; and 
   --      Net free cash flow 

Operating cash conversion is defined as the ratio of Adjusted operating cash to Adjusted EBITDA. Adjusted operating cash is defined as Adjusted EBITDA less the movement in working capital and net capital spend.

 
                                                      Six months 
                                                      to 30 June 
                                                            2017 
                                                                           Six 
                                                                        months          Year 
                                                                         to 30         ended 
                                                                          June   31 December 
                                                                          2016          2016 
                                                     (unaudited)   (unaudited)     (audited) 
                                             Notes       GBP'000       GBP'000       GBP'000 
-------------------------------------------  -----  ------------  ------------  ------------ 
Adjusted EBITDA                                  3         7,141        13,142        24,601 
-------------------------------------------  -----  ------------  ------------  ------------ 
 
Decrease/(Increase) in receivables               7       (3,994)           412         4,819 
Increase in payables                             7         1,770           852           195 
Increase in provisions                           7            18            11            91 
Purchases of property, plant and equipment               (1,134)       (3,351)       (6,296) 
Less NI on share based payment                              (28)          (35)             - 
Purchases of intangibles                                   (572)         (276)         (704) 
Proceeds on disposal of property, plant 
 and equipment                                                20           166           399 
-------------------------------------------  -----  ------------  ------------  ------------ 
Adjusted operating cash                                    3,221        10,921        23,105 
-------------------------------------------  -----  ------------  ------------  ------------ 
Operating cash conversion                                  45.1%         83.1%         93.9% 
-------------------------------------------  -----  ------------  ------------  ------------ 
 

Net free cash flow is used as a measure of financial performance. It is defined as net cash from operating activities less net cash used in investing activities exclusive of exceptional items.

 
                                              Six months 
                                                   to 30 
                                               June 2017 
                                                                   Six 
                                                                months          Year 
                                                                 to 30         ended 
                                                                  June   31 December 
                                                                  2016          2016 
                                             (unaudited)   (unaudited)     (audited) 
                                     Notes       GBP'000       GBP'000       GBP'000 
-----------------------------------  -----  ------------  ------------  ------------ 
Net cash from operating activities       7         3,795        10,197        23,385 
-----------------------------------  -----  ------------  ------------  ------------ 
Investing activities 
Interest received                                    (3)            33            34 
Proceeds on disposal of property, 
 plant and equipment                                  20           166           399 
Purchases of property, plant 
 and equipment(1)                                (1,134)       (3,351)       (6,296) 
Purchases of intangibles                           (572)         (276)         (704) 
-----------------------------------  -----  ------------  ------------  ------------ 
Net cash used in investing 
 activities                                      (1,689)       (3,428)       (6,567) 
-----------------------------------  -----  ------------  ------------  ------------ 
Net free cash flow                                 2,106         6,769        16,818 
-----------------------------------  -----  ------------  ------------  ------------ 
 
Adjusted EBITDA                          3         7,141        13,142        24,601 
-----------------------------------  -----  ------------  ------------  ------------ 
Net free cash as a percentage 
 of Adjusted EBITDA                                29.5%         51.5%         68.4% 
-----------------------------------  -----  ------------  ------------  ------------ 
 

(1) Capital spend primarily relates to fit out costs of new branch openings.

11. Financial instruments

The Group does not hold any financial instruments categorised as level 1, 2 or 3 as detailed by IFRS 13.

Management considers that the book value of financial assets and liabilities recorded at amortised cost and their fair value are approximately equal.

The book value and fair value of the Group's financial assets, liabilities and derivative financial instruments are as follows:

 
                                Six months 
                                     to 30 
                                 June 2017 
                                                     Six 
                                                  months          Year 
                                                   to 30         ended 
                                                    June   31 December 
                                                    2016          2016 
                               (unaudited)   (unaudited)     (audited) 
                                   GBP'000       GBP'000       GBP'000 
----------------------------  ------------  ------------  ------------ 
Cash and cash equivalents           10,634         4,093         9,476 
----------------------------  ------------  ------------  ------------ 
Trade and other receivables         11,700        12,282         7,753 
----------------------------  ------------  ------------  ------------ 
Trade and other payables          (13,204)      (11,723)      (11,313) 
----------------------------  ------------  ------------  ------------ 
 

INDEPENDENT REVIEW REPORT TO FOXTONS GROUP PLC

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement and related notes 1 to 11. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Deloitte LLP

Statutory Auditor

London, United Kingdom

26 July 2017

This information is provided by RNS

The company news service from the London Stock Exchange

END

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