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LSL Property Services plc
Registered in England (Company Number 5114014)
Registered Office:
Newcastle House, Albany Court, Newcastle Business Park, Newcastle upon Tyne, NE4 7YB
Telephone 01904 715324
Facsimile 01904 715354
E-mail enquiries@lslps.co.uk
Website www.lslps.co.uk
Annual Report and Accounts 2008
Contents
1
2
4
6
14
16
17
22
25
29
31
32
33
81
82
Highlights
Chairman’s Statement
Key Brands
Business Review & Directors’ Report
Financial Review
Directors’ Profiles
Report of the Directors
Corporate Governance Report
Directors’ Remuneration Report
Corporate Social Responsibility
Statement of Directors’ Responsibilities in Relation to the Group Financial Statements
Auditors’ Report
Financial Statements & Notes to the Financial Statements
Definitions
Investor Information
What we are:
LSL Property Services plc (“the Company”) is a leading provider of residential property services, providing a broad
range of services to its two key customer groups, who are mortgage lenders and private customers. Services to
consumers include: estate agency, lettings, valuation, surveying, and advice on mortgages and non-investment
insurance products. Services to mortgage lenders include: surveys and panel management services, asset
management and property management services.
This Report covers the period from 1 January 2008 to 31 December 2008.
Forward Looking Statements:
This Report may contain forward-looking statements with respect to certain plans and current goals and
expectations relating to the future financial condition, business performance and results of LSL. By their nature, all
forward-looking statements involve risk and uncertainty because they relate to future events and circumstances
that are beyond the control of LSL including, amongst other things, UK domestic and global economic and business
conditions, market related risks such as fluctuations in interest rates, inflation, deflation, the impact of competition,
changes in customer preferences, delays in implementing proposals, the timing, impact and other uncertainties
of future acquisitions or other combinations within relevant industries, the policies and actions of regulatory
authorities, and the impact of tax or other legislation and other regulations in the UK. As a result LSL’s actual future
condition, business performance and results may differ materially from the plans, goals and expectations expressed
or implied in these forward-looking statements. Nothing in this Annual Report should be construed as a profit
forecast. Information about the management of the principal risks and uncertainties facing LSL is set out in the
Business Review & Directors’ Report at page 7.
Highlights
n Group
n
n
n
n
n
n
n
n
n
n
Group Revenue down 26% to £161.8m (2007: £219.5m)
Underlying Group Operating Profit at £18.2m (2007: £ 37.2m). Loss before tax was
£4.8m (2007: Profit before tax of £22.3m)
Operating costs reduced by 21% to £144.3m (2007: £183.4m)
Exceptional costs of £8.2m (2007: £1.4m) primarily reorganisation and restructuring
costs necessary to reduce operating costs in line with lower activity levels
Adjusted Basic Earnings Per Share of 9.8p per share (2007: 23.4p per share). Basic
loss per share was 3.3p per share (2007: Basic Earnings Per Share was 15.8p)
Management focus on reducing costs and conserving cash
No final dividend declared (2007: total dividend 6.86p)
Net cash inflow from operations of £3.2m (2007: £29.4m)
Net debt at the year end of £49.2m (2007: £48.7m)
Bank facility of £75.0m extended to July 2011
n Surveying Performance
n
Resilient surveying profits up 8% to £28.6m (2007: £26.4m), supported by the
contract wins of 2007
n Estate Agency & Financial Services Performance
n
n
Estate agency and financial services results reflect the market reduction in
housing transactions with Underlying Operating Losses of £8.4m (2007: Underlying
Operating Profit £13.0m)
Strong growth in non exchange income, including lettings and repossessions, in
our core estate agency brands up 17% to £29.2m (2007: £24.9m)
Annual Report and Accounts 2008
1
Chairman’s Statement
The operating result has been
underpinned by:
n
n
n
n
n
the diversified business model;
the strength of the surveying
business, which has continued
to grow market share;
the first full year impact of the
major survey contract gains
in 2007;
the early and significant action
taken by management to reduce
the cost base, and conserve
cash; and
the continued focus on
growing and developing new
and counter-cyclical income
streams such as lettings
and repossessions asset
management.
Financial results
Group revenue has declined by 26%
to £161.8m (2007: £219.5m) and the
Underlying Operating Profit by 51% to
£18.2m, reflecting a reduction in the
Underlying Operating Profit margin from
16.9% to 11.3%.
On a segmental basis, the surveying
division delivered an Underlying
Operating Profit of £28.6m (2007: £26.4m).
The estate agency and financial
services business has been impacted
in line with the market, with house sale
exchanges down by over 50% on a like
for like basis, resulting in a combined
Underlying Operating Loss of £8.4m
(2007: Underlying Operating Profit
of £13.0m).
Exceptional costs of £8.2m (2007: £1.4m)
were incurred in the financial year,
reflecting the unprecedented market
conditions and the need to restructure
the business in line with lower activity
levels. As a result operating costs were
reduced by £39.1m. These exceptional
costs primarily relate to restructuring
costs and onerous lease provisions of
£4.1m, additional provisions for claims
in surveying amounting to £2.0m and a
non cash impairment charge of £1.1m
relating to financial services companies.
Net finance costs for the year were
£3.9m (2007: £2.7m) resulting in a profit
before tax and amortisation of £6.4m
(2007: £32.4m). Amortisation of £10.1m
(2007: £9.1m) was incurred, giving a loss
before tax and adjustment of goodwill of
£3.7m (2007: profit £23.3m). The loss after
tax, exceptionals and amortisation was
£3.3m (2007: profit £16.4m).
The Adjusted Basic Earnings Per Share
was 9.8p (2007: 23.4p).
The Group generated net cash from
operations of £3.2m (2007: £29.4m). The
lower cash generation is due principally
to the reduced profitability, the high
level of exceptional costs incurred and
a negative movement in working capital
of £1.5m. Cash generation is expected to
improve in 2009 due to lower exceptional
costs and the non recurrence of the one
off factors affecting cash flow in 2008.
The Group is well capitalised, with net
debt as at 31 December 2008 of £49.2m
(2007: £48.7m).
The Group also took the opportunity
to renegotiate its existing banking
facility during the second half of 2008,
securing an extension of the banking
facility through to the middle of 2011 and
more favourable financial covenants,
providing headroom if the market
deterioration continues on a longer term
basis. As part of this arrangement, LSL
reduced its revolving credit facility from
£95.0m to £75.0m.
The unprecedented conditions in the
housing market make it prudent to
preserve cash until there is greater
Against a backdrop of
unprecedented market
conditions, we are pleased to
report a satisfactory Underlying
Operating Profit for the year ended
31 December 2008 of £18.2m (2007:
£37.2m).
Market conditions for our estate
agency business were extremely
challenging. Transaction volumes
in the housing market reached a
record low of 512,000 transactions
in 2008 (2007: 1,260,000) due to
the well publicised issues in the
banking sector which dramatically
impacted the supply of credit,
compounded by a reduction in
buyer confidence and demand. The
volumes of mortgage approvals, a
principal driver of our surveying
business, were supported by a
strong remortgage market in the
first half of 2008, but then fell
significantly in the second half, as
the availability of credit was further
compounded by the escalation of
the banking crisis.
2
Annual Report and Accounts 2008
visibility over when market conditions
will improve, accordingly the Board
has decided not to recommend a final
dividend. In the longer term the Board
remains committed to our previously
stated dividend policy.
Developments
Our surveying business continues to
make progress, underpinned by the
major contract gains achieved in 2007,
with Barclays and C&G.
Despite a 40% decline in mortgage
approvals, the surveying business has
continued to provide service excellence
and to grow market share. Overall the
volume of jobs performed is down by
13% from 533,903 to 461,403. The result
has been supported by the first full year
of trading of Barnwoods which delivered
turnover of £21.7m (2007: £11.4m).
Our estate agency business,
commensurate with the challenging
market conditions, is focused on
delivering cost efficiencies and
maximising all non exchange income.
Lettings income from our core brands,
Your Move and Reeds Rains, increased
by 24%, to £15.8m and within those
brands – despite a 59% fall in exchange
income – overall revenue fell by
only 39%.
As previously reported, we set up LSL
Corporate Client Department (LSL CCD),
our repossessions asset manager, at
the start of the year, which has been
successfully launched in the market
securing a number of substantial new
contracts. Despite investment during the
first half of 2008 from a standing start,
the business traded profitably in the
second half of 2008 and is expected to
contribute significantly to profits in 2009.
In addition, LSL CCD has invested
in a corporate residential property
management team focused on major
landlords and aspiring multiple property
landlords across the UK. This has
successfully secured a number of
key contracts during the year and as
a result, it is expected to support the
continued growth of lettings income
in 2009. This is another example of the
Group investing and growing its counter-
cyclical income streams.
Main Board
There were a number of changes to
the Board during 2008. Peter Hales
resigned in June 2008 to concentrate
on other business interests and the
Board subsequently appointed Robert
Sharpe to the Board as a non executive
director and Chair of the Remuneration
Committee in September 2008. However,
following his appointment as CEO of
West Bromwich Building Society, Robert
felt unable to make the appropriate
contribution or commitment to LSL going
forward and resigned in December 2008.
The process to recruit a replacement
for Robert has commenced and a
further announcement will be made
in due course.
People
LSL is a people business and as such
we are reliant on the commitment and
enthusiasm of our employees on whom
we depend to provide the high level of
service that we strive to achieve for
our customers.
LSL operates two employee share
schemes, a Save As You Earn and a
Buy As You Earn, offering employees
the opportunity to share in the future
success of LSL.
A number of senior management
employees, including the Executive
Directors, currently own approximately
31% of LSL (2007: 34%). The interests
of these senior managers/directors are
closely aligned with the interests of
other shareholders.
Trading conditions in 2008 have
presented considerable challenges
for our management and employees.
There are less people now employed in
our businesses, and those that remain
are working harder and often for less
tangible reward. The Board and I are
particularly grateful for the input and
motivation of our team.
Current Trading & Outlook
Given the current macroeconomic
environment, the Board remains
cautious on market conditions for
2009 and the timing of any recovery
is uncertain. In 2009 to date, buyer
enquiries and activity levels within our
estate agency businesses have been
encouraging, however this is balanced
by the lack of supply in the mortgage
market. The Group is well placed to
benefit from the actions taken in 2008
with significantly reduced operating
costs, strong growth in new income
streams and a diversified customer
base which will underpin surveying
profitability.
Longer term the underlying
macroeconomic conditions in the
residential property market remain
positive. Additionally, LSL has a track
record of profitability and business
development, both organically and
through acquisition, and is well placed
to benefit from the opportunities that
will arise to grow market share in each
of our business segments through the
current cycle.
Roger Matthews
4 March 2009
Annual Report and Accounts 2008
3
Key Brands
Surveying
Estate Agency
The Group provides a range of residential
surveying and valuation services through
three brands:
The Group provides estate agency services
including residential house sales, lettings and
financial services through its principal brands:
e.surv
One of the leading firms of chartered
surveyors in the UK, providing services to a
broad range of lenders.
Your Move
A network of 237 branches (made up of a
combination of virtual, wholly owned and
franchised branches) operating throughout
the UK.
Barnwoods
Founded in 2007 operating throughout the UK
to provide services on an exclusive basis to
C&G, part of the Lloyds Banking Group.
Reeds Rains
A northern based network of 126 branches
(made up of wholly owned and franchised
branches).
Chancellors Associates
Chancellors Associates is a national network
of chartered surveyors undertaking a wide
variety of survey and valuation work mainly
for private clients.
LSLi
This business was launched in early 2007 and
is the holding company to 3 estate agency
businesses based in the Home Counties which
together have a network of 15 branches.
4
Annual Report and Accounts 2008
Estate Agency
Financial Services
The Group arranges mortgages, remortgages,
life assurance and general insurance in a
variety of ways through the following brands:
Your Move
Through the provision of branch and call
centre based financial consultants it provides
financial services to its estate agency
customers.
Reeds Rains
Through the provision of branch based
financial consultants it provides financial
services to its estate agency customers.
Linear
Through the provision of financial consultants
based in the offices of independent estate
agents and some of the Group and franchised
branches.
First Complete
Through a call centre based operation it
arranges general insurance products for
customers referred by third parties, including
members of the Group.
Other Services & Brands:
property-careers.com
property-careers.com is a national property
training and marketing organisation
specialising in the property and financial
services sector, with a specific emphasis
on the surveying, energy assessment, home
inspection, estate agency and the mortgage
business.
First Complete
First Complete trading as LSL Corporate
Client Department (LSL CCD) operates a
repossessions asset management business
and a corporate residential property
management business for multi property
landlords.
Both the corporate residential property and
repossessions asset management businesses
were set up in 2008 and both provide services
to a range of lenders throughout the UK.
Homefast Property Services
Homefast provides HIPS to members of the
Group and to independent estate agents.
Corporate Client Department
Annual Report and Accounts 2008
5
Business Review & Directors’ Report
Introduction
LSL provides a broad range of services
to its two key customer groups, who are
mortgage lenders and private consumers.
The Group provides various property services
to consumers including estate agency,
lettings, valuation, surveying, and advice on
mortgages and non-investment insurance
products. The Group also provides mortgage
lenders with surveys and panel management
services, asset management and property
management services and also refers
mortgage businesses from it’s customers to
mortgage lenders.
Key Strengths
LSL has the following key strengths:
n
n
n
n
n
It is one of the leading residential
property services groups in the UK
LSL has demonstrated some resilience
against the cycles of the housing
market, largely due to the performance
of its surveying division
The estate agency division has a
network of 378 branches, making it the
third largest estate agency business in
the UK1
The Group has low capital expenditure
(2008: £1.0m) (2007: £2.4m) and in spite of
the unprecedented market conditions has
generated net cash inflow from operating
activities of £3.2m (2007: £29.4m)
The current Executive Directors have
been with the Group since 2001 and
have a track record of improving
profitability as a result of organic
growth and a number of successful
acquisitions since 2004
1 Estate Agency News January 2009
6
Annual Report and Accounts 2008
Strategy
The Group’s strategy is to grow long term
profitability in the provision of residential
property services and to continue to develop
counter-cyclical income streams that will
strengthen its ability to trade successfully
through market downturns.
Profit growth will be achieved through
surveying by developing strong relationships
with lenders and maintaining service
excellence in order to continue to drive
market share. Profitable growth will be
achieved in the estate agency and financial
services divisions by continuing to provide
a service proposition that recognises the
customers’ needs and maximises income
across the value chain.
In addition, LSL continues to review
opportunities for organic growth and during
2008 has successfully launched a corporate
residential property management and a
repossessions asset management department
which are both expected to contribute
significantly to future profits, and also
deliver incremental value to the core agency
businesses. Further, LSL will continue to
assess acquisition opportunities in residential
property services. It is however unlikely to
complete any transactions until there is an
improvement in the market conditions.
The market backdrop provides significant
opportunities for market share growth for
well capitalised and managed businesses
across the estate agency, financial services
and surveying segments. Overall, LSL is well
placed to benefit from a recovery in the UK
housing market.
Principal Risks &
Uncertainties
The Board continually identify, evaluate and
manage material risks and uncertainties
which could adversely affect the business,
operating results and financial condition of
LSL. These risks are recorded and managed
through a risk register, and the principal risks
and uncertainties identified are:
n
n
The continued volatility and uncertainty
of the UK housing market. In particular,
transaction volumes (both house
purchase and remortgage), falling
house prices and the availability of
credit which will adversely affect the
profitability and cash flow of all our
key brands/businesses. Any significant
further deterioration in market
conditions could impact the financial
covenants as contained within our
banking facility.
Liability for inaccurate professional
services advice to clients (eg inaccurate
valuations). This risk has increased
as a result of an increased level of
repossessions and falling house
prices which are a result of the
current unprecedented market
conditions. Associated with this risk
is LSL’s ability to maintain appropriate
risk management arrangements
including insurance.
n
Loss of key surveying clients or
significant reduction in volumes, either
as a result of adverse market conditions,
market consolidation, competition or
inadequate service delivery.
n
n
n
n
n
The reputation and profitability of LSL
could be adversely affected by the
actions of one or a limited number of
employees or franchisees.
Failure or interruptions of information
technology services on which the Group
is reliant for operational performance
and financial information.
The development of alternative
products and services in competition
with traditional estate agency and
surveying services, such as supermarket
property websites and Automated
Valuation Models.
Changes in legislation or regulation may
impact on business results or the UK
housing market in general.
Loss of any licences or permission
necessary for the performance of the
Group’s businesses.
Further information relating to the
management of these risks and uncertainties
are set out in the Corporate Governance
Review (Internal Controls) of the Annual
Report & Accounts 2008.
Relationships
The Corporate Social Responsibility (CSR)
statement details the arrangements for all
Group companies in relation to: environmental
matters; Group employees; and can be found
at pages 29 to 30 of this Report.
Other than our shareholders, the Group’s
performance and value are influenced by
other stakeholders, principally our customers,
suppliers, employees government and our
strategic partners.
The Group’s approach with all these parties is
founded on the principles of open and honest
dialogue based on a mutual understanding of
needs and objectives. For example:
n
Lender relationships are managed via
dedicated account managers.
n
n
Employees are managed and consulted
both on an individual basis and via
representative groups.
Group companies participate in relevant
trade associations and industry groups,
such as RICS, the Association of
Mortgage Intermediaries, the National
Association of Estate Agents, the
Association of Residential Lettings
Agents and the Ombudsman for Estate
Agents, because these give us genuine
access to customer views and decision
makers in government and other
regulatory bodies.
Further, the Group aims to build partnerships
with the communities
in which it operates and to offer
support in addition to providing employment
and training, using local services and
suppliers where possible and paying taxes.
Environmental Matters
All Group companies are committed to
assessing and managing the environmental
impact of their operations by taking part in
energy efficient practices so that it can be an
active participant in the sustainable society,
for example electronic communications and
record keeping is encouraged in place of less
environmentally friendly methods.
For further information on other
environmental issues and to read LSL’s CSR
statement please see pages 29 to 30 of this
Report.
Annual Report and Accounts 2008
7
Surveying Division
The surveying businesses have performed well in 2008 against a difficult market backdrop.
Key Performance Indicators:
Surveying Division
Turnover
Expenditure
Underlying Operating Profit
Margin
2008
£m
80.0
(51.4)
28.6
36%
2007
£m
89.9
(63.5)
26.4
29%
% Change
-11%
-19%
8%
Total Number of Jobs Performed
461,403
533,093
-13%
Surveying – Key Strengths
n
n
n
n
n
The UK’s largest distributor of valuations providing greater
operational flexibility than competitors — even in a market
downturn
Robust customer relationships with the leading lending
institutions
Some proven resilience of profits to variable residential
property market conditions
Proven systems that drive operational efficiencies
Strong customer ethos with quick turnaround times for
valuations
Surveying Division Performance
Despite extremely challenging conditions, particularly in the
second half of 2008, the surveying division performed well. Overall
mortgage approvals were down by 40%, whereas the volume of
jobs performed within the Group fell by 13%, indicating continued
market share gains.
While e.surv’s volumes were affected by the difficult market
conditions and the withdrawal from the market of some key
lenders, its contribution to the division’s Underlying Operating
Profit was £15.8m (2007: £20.3m). Further, the volumes of the
division were underpinned by the contracts gained in mid 2007
and in particular by the full year contribution of Barnwoods, which
delivered turnover of £21.7m (2007: £11.4m).
Overall, turnover for the division has reduced by 11%. However, as
a result of a continued focus on driving efficiency improvements
and the profit contribution of Barnwoods, the overall margin has
improved from 29% to 36%, giving an Underlying Operating Profit
for 2008 of £28.6m (2007: £26.4m).
8
Annual Report and Accounts 2008
In line with the deterioration in the UK housing market, the Board
has decided that it is appropriate to make a one off exceptional
increase in its provisions of £2.0m to take account of the increase
in the number of recovery claims made and likely to be made for
inaccurate valuations.
Lender Relationships & Service Quality
LSL’s surveying division has panel management arrangements
with a significant number of lenders. A number of these
arrangements are exclusive and they will involve the servicing
and distribution of valuation instructions to these lenders’ own
teams of employed surveyors and/or other valuation providers.
LSL has strong relationships with these lenders.
Service quality is a significant factor in maintaining relationships
with these lenders and in seeking to win new panel management
contracts. It also differentiates LSL’s surveying division from its
competitors. One of the key factors that lenders use in assessing
service quality is turnaround time for valuation instructions.
LSL’s turnaround time is consistently better than many of its
competitors, largely as a result of the flexibility of the panel
management model and its use of sophisticated technology.
Competition
LSL’s major competitors in the surveying market are principally
other national estate agency chains which provide panel
management services, such as Countrywide and Connells. In
addition, a number of lenders have their own in-house workforce,
such as Abbey National and Alliance & Leicester. Further,
while Automated Valuation Models (AVMs) are a competitor to
traditional valuation methods, their use in the current market is
under careful review by lenders.
Hometrack Data Systems
LSL owns 14.2% of Hometrack, the leading provider of AVMs. This
investment was made in 2003 and provides LSL with an insight into
the AVM market. A dividend of £0.3m was received in 2008
(2007: £0.4m).
Estate Agency Division
The estate agency business has performed satisfactorily in the
context of unprecedented market conditions.
Key Performance Indicators:
Estate Agency
Your Move & Reeds Rains*
Exchange Fees
Other income
Turnover
Expenditure
Underlying Operating (Loss)/Profit
Margin
KPIs
Exchange Units
Average Fee
Other Brands^
Underlying Operating (Loss)/Profit
Total Estate Agency
Turnover
Expenditure
Underlying Operating (Loss)/Profit
Margin
2008
£m
28.6
29.2
57.8
(64.0)
(6.2)
-10.7%
13,683
£2,089
(1.1) –
66.7
(74.0)
(7.3)
-10.9%
2007
£m
69.3
24.9
94.2
(80.5)
13.7
14.5%
31,277
£2,214
107.1
(93.4)
13.7
12.8%
% Change
-59%
17%
-39%
-20%
-56%
-6%
-38%
-21%
* within Your Move & Reeds Rains turnover, expenditure and profit intra group transactions have been included
^ Other brands include Homefast, property-careers.com, LSLi subsidiaries (David Frost Estate Agents, JNP Estate Agents and Intercounty) and First Complete.
Corporate Client Department
Annual Report and Accounts 2008
9
TOTALS
Your Move
Reeds Rains
Intercounty
JNP
Frost
237 Total
126 Total
8 Total
4 Total
3 Total
SCOTLAnD &
nORTH EAST
YM: 35
RR: 26
YMF: 20
RRF: 2
MIDLAnDS
YM: 21
RR: 36
YMF: 3
RRF: 9
LOnDOn
YM: 12 YMF: 10
KEnT & SUSSEx
YM: 48 YMF: 5
COMBInED BRAnCH nETWORK (DECEMBER 2008)
YM – Your Move, RR – Reeds Rains, YMF – Your Move Franchise,
RRF – Reeds Rains Franchise
LSLi – Intercounty + JNP + Frosts
WALES
RR: 4
CEnTRAL
YM: 33 YMF: 18
RR: 42
LSLi: 15
RRF: 7
HAMPSHIRE &
SOUTH WEST
YM: 30
YMF: 2
10
Annual Report and Accounts 2008
Estate Agency — Competitive Strengths &
Growth Opportunities
Strong established high street brands and, with 378
branches, LSL is ranked third largest in the UK by Estate
Agency News (January 2009)
Strong and growing counter-cyclical income streams, such
as the generation of lettings and repossession instructions
Highly profitable business in normal market conditions
Technically advanced proprietary browser based IT systems
(including Preview and Quicklet) with one IT solution across
all brands providing a customer relationship management
ability to sell income streams on an automated basis
Successful franchise model
www.your-move.co.uk—the number 1 UK estate agency
branded website by Hitwise (February 2009)
n
n
n
n
n
n
n
n
n
Lettings income, which is generated from providing a range
of services to landlords and tenants. Branch based lettings
services have been expanded across the Group and as at
31 December 2008 lettings services were provided from 378
offices across the LSL network (figure includes franchised
branches) (2007: 340). Income growth was experienced in
2008 and further growth is expected in 2009
Additional commission income generated through the sale
of general insurance, conveyancing services, HIPS, Home
Reports, utilities and other products and services to clients
of the branch network
Service Quality
LSL’s Estate Agency businesses place strong emphasis on the
quality of service they provide to customers and Your Move is a
founder member of the Ombudsman for Estate Agents Scheme. All
branch based employees of the estate agency business complete
a specially designed training programme and the quality of service
is monitored on a monthly basis.
Growing repossessions asset management business with a
strong service ethos
Competition
Estate Agency Performance
Transaction volumes for house purchase were at an
unprecedented low in 2008 with mortgage approvals for house
purchase falling by 59% from 1.26m in 2007 to 0.51m in 2008. As
a result, the exchange income of Your Move and Reeds Rains,
our main agency brands fell by 59%. This was partially offset by
a growth in other income (principally lettings and HIPS) of 17%.
Overall turnover within Your Move and Reeds Rains was down by
39% from £94.2m to £57.8m.
In the context of the market there has been a significant focus
on driving efficiency improvements and action was taken early in
2008 to reduce the cost base in line with anticipated lower activity
levels. An overall cost reduction of £16.5m has been achieved
in Your Move and Reeds Rains. Despite this, the core agency
brands had an Underlying Operating Loss of £6.2m in 2008 (2007:
Underlying Operating Profit £13.7m).
Estate Agency Revenue
The main drivers of estate agency revenue are:
n
n
Exchange fee income, which is linked to housing transaction
volumes, prices and commission rates
Franchising income, which is generated from initial deposits
on new openings, a monthly service fee of 8% of turnover,
plus charges for the provision of IT services
LSL’s major competitors in the estate agency market vary from
national estate agency chains such as Countrywide and Connells
to local independent estate agents. It is estimated that the top five
estate agency chains, including LSL, account for circa 20% of all
estate agency branches in the UK, regional chains account for a
further 10%, and independents make up the rest.
Developing Businesses
The Estate Agency division continues to develop new businesses,
including the following:
First Complete
As previously reported, we set up LSL Corporate Client
Department (a trading name of First Complete), our repossessions
asset manager; at the start of 2008, which has been successfully
launched in the market securing a number of substantial new
contracts. Despite investment during the first half of 2008 from a
standing start, the business traded profitably in the second half of
2008 and is expected to contribute significantly to profits in 2009.
In addition LSL CCD has invested in a corporate residential
property management team focused on major landlords and
aspiring multiple property landlords across the UK, and which
has successfully secured a number of key contracts during the
year. As a result, it is expected to support the continued growth of
lettings income across the estate agency brands in 2009. This is
another example of the Group investing and growing its counter-
cyclical income streams.
Annual Report and Accounts 2008
11
property-careers.com
LSLi
property-careers.com is a national property training and
marketing organisation specialising in the property and financial
services sector. It is also regarded as a leading provider of
training services to individuals wishing to become Home
Inspectors and Domestic Energy Assessors. During 2008 it
developed and launched the Inventory Portal, enabling individuals
to obtain accreditation from the Licensed Inventory Provider
Scheme. In addition, property-careers.com also provides panel
management services to HIP suppliers in relation to the supply
of Energy Performance Certificates and the management of
Domestic Energy Assessors, trading as the energy-portal.
This business was launched in early 2007 and is the primary vehicle
through which LSL has pursued its strategy to acquire small to medium
independent Estate Agency businesses. At 31 December 2008 it
operated a network of 15 branches (2007: 16 branches) based in the
Home Counties under the following strong local brands:
n
n
n
ICIEA Limited, trading as “Intercounty” (8 branches) (2007:
9 branches)
David Frost Estate Agents Limited, trading as “Frosts”
(3 branches) (2007: 3 branches)
JNP (Estate Agents) Limited, trading as “The JNP Partnership”
(4 branches) (2007: 4 branches)
The Board does not anticipate making any further acquisitions in the
estate agency sector until market conditions improve.
12
Annual Report and Accounts 2008
Financial Services Division
Key Performance Indicators:
Financial Services
Turnover
Expenditure
Underlying Operating Loss
Financial Consultant Numbers
2008
£m
15.0
(16.2)
(1.2)
179
2007
£m
22.5
(23.4)
(0.8)
328
Mortgages applications value
£1.63bn
£3.31bn
% Change
-34%
-31%
-50%
-45%
-51%
Financial Services — Competitive
Strengths & Growth Opportunities
n
n
n
n
One of the UK’s largest estate agency brokers, providing
lending of in excess of £1.63bn (2007: £3.31bn)
Strong relationships with a broad panel of lenders
A significant customer database for the sale of products
and services available via the Group (e.g. financial services
products, including the operation of remortgage clubs)
A strong customer offering providing mortgages from
a broad range of lenders, life and mortgage protection
insurance products, and general insurance products
Financial Services Performance
Transaction volumes in the mortgage market have been
significantly affected by market conditions. As a result, turnover
fell by 34% and was impacted by the well reported funding issues
in the general mortgage market. Overall mortgage approvals fell
by 40% to 1,980,000 (2007: 3,292,000) according to the Bank of
England (January 2009).
Overall the cost base was reduced by 31% and as a result the
Underlying Operating Loss increased from £0.8m to £1.2m
Regulation
Your Move and First Complete are directly authorised by the
FSA in relation to the sale of mortgage, pure protection and
general insurance products, while all of the other estate
agency businesses and Linear are appointed representatives
of Openwork. Reeds Rains is also an appointed representative
of Letsure for the sale of rent indemnity insurance and, along
with the LSLi companies is an appointed representative to
First Complete for general insurance products. LSL’s financial
services business places strong emphasis on the quality of
service it provides to customers and all advisers complete a
specially designed comprehensive training programme which is
supplemented by effective supervision, regular monitoring and
regular refresher training sessions. As a result of Reeds Rains’
and Linear’s appointments by Openwork, LSL through those
companies has a small indirect shareholding of Openwork.
Annual Report and Accounts 2008
13
Financial Review
The key drivers of the financial performance of LSL are summarised below.
e. increase in provisions of £2.0m to take
account of the increase in numbers of
recovery claims made and likely to be
made for inaccurate valuations due to the
deterioration in the UK housing market; and
f. Linear goodwill and brand non cash
impairment charge £1.1m
net Financial Costs
Net financial costs amounted to £3.9m (2007:
£2.7m). The Net financial costs for 2008
included investment income from Hometrack
of £0.3m (2007: £0.4m).
Taxation
The effective rate of corporation tax after
excluding the effect of the deferred tax
adjustment to goodwill for the year is 16.7%
(2007: 29.5%).
Adjusted Basic Earnings Per
Share
The Adjusted Basic Earnings Per Share
(as calculated in note 10 of the Financial
Statement) is 9.8p (2007: 23.4p). The directors
consider this provides a better and more
consistent indicator of the Group’s underlying
performance.
Income statement
Revenue
Revenue fell by 26% in the year ended
31 December 2008 from £219.5m to £161.8m.
This was a reflection of market conditions.
Operating Expenses
excluding exceptional costs,
amortisation and share based
payments
Operating expenses were reduced by
£39.1m, or approximately 21%, from £183.4m
to £144.3m. The principal saving, which
amounted to £31.1m, were emoluments. The
cost reductions were made in response to
unprecedented market conditions and were
across all business segments.
Underlying Operating Profit
Underlying Operating Profit was £18.2m (2007:
£37.2m) with the Underlying Operating Profit
margin down 16.9% to 11.3%.
Exceptional Costs
Exceptional costs in the year ended
31 December 2008 amounted to £8.2m (2007:
£1.4m) (of which operating exceptional
costs were £7.7m (2007: £1.4m) and finance
exceptional costs were £0.4m (2007: nil)) due
to the unprecedented market conditions.
These were split as follows:
a. onerous lease provisions as a result of
branch closures £1.7m;
b. redundancy costs £2.4m;
c. fees for renegotiation of the bank facility
£0.4m;
d. aborted deal and project costs £0.2m;
14
Annual Report and Accounts 2008
Treasury & Risk Management
LSL has an active debt management policy
and has purchased an interest rate cap,
which expires in August 2009 and restricts
LIBOR to 6% for £30.0m of debt. LSL does not
hold or issue derivatives or other financial
instruments for trading purposes.
International Financial
Reporting Standards (IFRS)
The Financial Statements have been prepared
under IFRS. LSL commenced reporting under
IFRS from 1 January 2005.
Simon Embley
Group Chief Executive Officer
Dean Fielding
Group Finance Director
Balance Sheet
Capital Expenditure
Total capital expenditure in the year
amounted to £1.0m (2007: £2.4m). The capital
expenditure predominantly comprised
fixtures, fittings and computer equipment.
Financial Structure
As at 31 December 2008 Net Debt was £49.2m
(2007: £48.7m). LSL has a £75.0m revolving
credit facility in place (2007: £95.0m).
Cash Flow
The business is cash generative and has low
capital expenditure requirements.
The Group generated net cash from
operations of £3.2m (2007: £29.4m). The
lower cash generation is due principally to
the reduced profitability, the high level of
exceptional costs incurred and a negative
movement in working capital of £1.5m. As
reported in the first half year, the working
capital outflow is due to one off factors
including a reduction in outsourced surveys
and the introduction of HIPS for which the
Group initially provided short term credit.
Cash generation is expected to improve in
2009 due to lower exceptional costs and
the non recurrence of the one off factors
affecting cash flow in 2008. The Group is well
capitalised with net debt as at 31 December
2008 of £49.2m (2007: £48.7m).
net Assets
The net assets as at 31 December 2008 were
£33.7m (2007: £42.9m).
Annual Report and Accounts 2008
15
Director Profiles
Paul Latham
Deputy Group Chief Executive Officer of LSL
and responsible for the Group’s surveying
division, aged 53. Paul was appointed as
Managing Director of e.surv in 2000. At the
time of the management buy-out in 2004, Paul
became the Deputy Chief Executive Officer
of LSL. Paul has overall responsibility for the
performance of the Group’s surveying division.
Since 2000 he has overseen the development
of the surveying divisions into the UK’s largest
distributor of residential valuations. Paul
holds an honours degree from the University
of Reading and is a qualified Chartered
Surveyor and is currently the Chair of the
Residential Faculty of The Royal Institution of
Chartered Surveyors. He is also recognised
by customers as a leading exponent of
technology solutions to provide real estate
valuation advice to financial institutions.
Mark Morris
Senior Independent non executive director,
aged 48. Mark was appointed as a non
executive director of the Board in October
2006 and as the Board’s Senior Independent
Director in October 2007. Mark is a Chartered
Accountant and is currently non executive
director and audit committee Chairman
at Maxima Holdings plc and Homeserve
plc. Mark previously worked at Sytner
Group as Finance Director and Managing
Director from 1995 to 2005 including the
period during which Sytner was listed
on the London Stock Exchange, and was
responsible for their extensive acquisition
programme. Prior to this Mark spent 12 years
with PricewaterhouseCoopers in audit and
corporate finance.
Roger Matthews
Non Executive Chairman, aged 54. Roger
was appointed to the Board on 11 October
2006. Roger is also Chairman of MITIE Group
plc and is a Trustee of Cancer Research UK.
Previously Non Executive Chairman of Land
of Leather Holdings plc and Sainsbury’s
Bank, Group Finance Director of J.Sainsbury
plc, Managing Director and Finance Director
of Compass Group plc and worked for Grand
Metropolitan plc, Cadbury Schweppes plc and
PricewaterhouseCoopers. He is a Chartered
Accountant.
Dean Fielding
Group Finance Director aged 43. Dean has
been with LSL since 1995 when he joined GA
Property Services, the previous name under
which Your Move operated, as a management
accountant in residential sales. In March 2002
Dean became the Finance Director of Your
Move and e.surv, two of LSL’s subsidiaries.
Dean became Group Finance Director at the
time of the management buy-out in 2004. Dean
is responsible for the financial strategy and
ensuring that LSL maintains strong systems
and internal controls. Dean is a Chartered
Accountant.
Simon Embley
Group Chief Executive Officer, aged 48. Simon
became the Chief Executive Officer of the
Board at the time of the management buy-
out of e.surv and Your Move from Norwich
Union in 2004. Simon is responsible for the
strategic direction of LSL. From 2001 until the
management buy-out, Simon was Managing
Director of Your Move, where he oversaw
its turnaround from a heavily loss-making
business to the successful business it is
today. His previous experience includes
establishing Norwich Union’s pensions
business in Poland for eighteen months and
in 2000 he was a director of Norwich Union
Wealth Management.
16
Annual Report and Accounts 2008
Mark Warburton
Independent non executive director, aged
58. Mark was appointed as a non executive
director of the Board in October 2006, having
been a non executive director of Reeds Rains
since September 2003 and Your Move since
April 2006. Mark has 27 years’ experience
as a solicitor and wide practical experience
in corporate finance and banking. Mark is
currently general manager, legal counsel
and Company Secretary to an AIM quoted
company, Cyprotex Plc, a position which
he has held since 2003. From November
1999 to January 2002 Mark was a partner at
Addleshaw Booth & Co. He holds a number
of positions in private companies in property
construction, self storage and sports
equipment businesses.
Report of the Directors
Principal Activities
The Company is the holding company for a number of residential property services related businesses. The Group’s principal activities are estate agency,
property management, surveying and financial services.
Business Review & Development
The Chairman’s Statement, the Business Review, and the Directors’ Report set out a review of the business including details of LSL’s performance and
development.
Annual General Meeting
The AGM will be held at the offices of Buchanan Communications, 45 Moorfields, London, EC2Y 9AE on 22 April starting at 2.30pm.
The notice convening the AGM is in a separate circular to be sent to shareholders with this Report. The document also includes a commentary on the
business of the AGM and notes to help shareholders to attend, speak and/or vote at the AGM.
Results & Dividends
The Business Review and Financial Statements set out the results of LSL.
Due to unprecedented market conditions, no interim dividend has been paid in 2008. As we explained in our June 2008 Interim Results, announced in August
2008, the significant deterioration in the housing market makes it prudent to conserve cash until there is greater visibility over when market conditions are
likely to improve.
With the above in mind, the Board has considered the payment of a full year dividend and decided against recommending payment of one for 2008. However,
the Board remains committed to its previously stated dividend policy, namely that the directors intend to adopt a dividend policy which reflects the cash-
generative nature of the businesses, the long term earnings potential of the Group and the opportunities to invest in organic growth and growth through
selective acquisitions, once market conditions improve.
Employees
The Group’s practice is to keep all of our employees informed on matters affecting them, through consultation and information on the general financial and
economic factors affecting the Group’s performance.
The Group has an equal opportunities policy so that all job applicants are treated fairly and without favour or prejudice throughout selection, recruitment,
training, development and promotion.
The Group’s policy on disabled employees is discussed in the Corporate Social Responsibility Statement.
Financial Instruments
The Business Review sets out LSL’s strategies and objectives relating to treasury and risk management. Details of the financial instruments are set out in note
28 of the Accounts.
Directors
The current directors are listed with their biographies in Directors’ Profiles. Following the resignation of Peter Hales in June 2008, LSL appointed Robert
Sharpe to the Board as a non executive director and Chair of the Remuneration Committee in September 2008. In December 2008, Robert resigned following
his appointment as CEO of West Bromwich Building Society, as he felt unable to make the appropriate contribution or commitment going forward. The
process to recruit a replacement for Robert commenced in December 2008. Full details of director appointments and resignations are also detailed at pages
25 to 26 in the Directors’ Remuneration Report.
In accordance with the Articles of Association, Roger Matthews and Paul Latham will retire at the AGM and, being eligible, intend to stand for re-election.
The biographical details for all directors including Roger Matthews, Paul Latham and Mark Warburton are set out on page 16 of this Report. During the 2008
board effectiveness review, the performance of Roger Matthews and Paul Latham was specifically evaluated and the Board confirmed that it values the
experience and commitment to the business demonstrated by each of these individuals.
The Board may appoint an individual to act as a director, but anyone so appointed will retire from office at the next AGM and seek election. The Company may
by ordinary resolution elect or re-elect an individual as a director.
Annual Report and Accounts 2008
17
Report of the Directors (continued)
Directors’ Interests
The interests of the current directors in the ordinary shares at the beginning of the financial period, or their date of appointment if later, and at the end of the
financial period are set out below:
NAME
Simon Embley
Dean Fielding
Paul Latham
Roger Matthews
Mark Morris
Mark Warburton
shares at
01/01/2008
7,884,074
6,111,876
6,909,167*
86,882
27,283
7,438
% of
Issued
share
capital
shares at
31/12/2008
7.57%
5.87%
9,307,074
6,111,876
6.63%*
6,909,167*
0.08%
0.03%
0.01%
86,882
27,283
7,438
% of
Issued
share
capital
8.94%
5.87%
6.63%*
0.08%
0.03%
0.01%
*Paul Latham’s holding includes shares acquired by his children during 2007.
In addition to the above, Simon Embley and Paul Latham acquired an option in April 2008 to acquire 8,311 ordinary shares each in 2011 at a price of £1.15 per
share as part of LSL’s 2008 Save As You Earn scheme (SAYE). During the year, Simon Embley cancelled his participation in the 2007 SAYE. Details of these
have been disclosed in the Directors’ Remuneration Report at page 26 of this Report.
Details of the executive directors’ service agreements and the non executive directors’ letters of appointment are set out in the Remuneration Report.
There have been no changes in directors’ shareholdings between the period ended 31 December 2008 and the date of this Report.
The Board has during the year put in place arrangements for the management and recording of conflicts in line with its policy. Further, during the year, no
director was materially interested in any contract that is or was significant to the business of the Group or any subsidiary undertaking.
Auditors
Ernst & Young LLP are the external auditors of the Group and their reappointment to this role and the authority for their remuneration to be determined by the
directors will be proposed at the AGM.
Details of LSL’s policy designed to safeguard the independence and objectivity of the external auditors are included in the Corporate Governance section of
this Report.
Share Capital
The Company’s 0.2 pence ordinary shares are listed on the London Stock Exchange and are the only class of shares in issue. Each issued share has the same
rights attached to it as every other issued share; the rights of each shareholder include the right to vote at general meetings, to appoint a proxy or proxies, to
receive dividends and to receive circulars from the Company.
Details of share capital are set out in note 23 of the Accounts. There have been no changes to the share capital during 2008. A renewal of the authority for the
directors to allot unissued ordinary shares and a renewal of their power to dis-apply statutory pre-emption rights will be proposed at the AGM.
18
Annual Report and Accounts 2008
Shareholders
As at 2 March 2009, the shareholders set out below have notified the Company of their interest in 3% or more of the issued ordinary shares:
Institutions
Mortstan Nominees Limited
State Street Nominees Limited
BPE General Partner Limited
Barclays Industrial Investment
Individuals (excluding executive directors)
Nature of holding
Number of 0.2 pence
ordinary shares
% of issued
shares
Registered Holder
Registered Holder
Beneficial Owner
Beneficial Owner
17,420,374
16,634,018
9,516,978
5,273,586
16.72%
15.97%
9.14%
5.06%
David Newnes
Registered Holder & Beneficial Owner
5,581,171
5.36%
Employee Share Schemes
LSL has appointed Capita Trustees Limited (Trustees) to operate the Company’s Employee Share Scheme (Trust) which was established prior to the Company’s
flotation in 2006.
The Trustees operate both the Company’s Employee Share Incentive Plan (Buy As You Earn) and Save As You Earn Plan.
The Trust is able to acquire and to hold shares to satisfy options or awards granted under any discretionary share option scheme or long term incentive
arrangement operated by the Company. Details of the shares acquired by the Trust are set out in note 24 of the Accounts.
The Trustees of the Scheme have waived the right to any dividend payment in respect of each share held by the Scheme.
Charitable & Political Donations
LSL companies in total made charitable donations of £17,841 (2007: £5,647) during the financial period. No political contributions were made during the
financial period.
Creditors & Supplier Payment Policy
LSL’s normal terms are to make payment in accordance with suppliers’ terms of trade or within 45 days (2007: 30 days) from the receipt of services or invoices
subject to satisfactory performance by the supplier. At 31 December 2008, the Company had no trade creditors outstanding. The payment terms of individual
operating subsidiaries are disclosed in their accounts. For further details on LSL’s policy statement regarding the management of suppliers, please see the
CSR statement on pages 29 to 30 of this Report.
Going Concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Business Review
on pages 6 to 13. The financial position of the Group, its cash flows, liquidity position and the Group’s policy for treasury and risk management are described
in the Financial Review on page 14 to 15. Details of the Group’s borrowing facilities are set out in note 20 to the financial statements. Note 28 to the financial
statements describes the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial
instruments and hedging activities; and its exposures to credit risk and liquidity risk. A description of the Group’s principal risks and uncertainties and
arrangements to manage these risks are detailed at pages 7 and 24 of this Report.
As explained in note 20 to the financial statements, the Group meets its day to day working capital requirements through a revolving credit facility, which
is due for renewal in July 2010 but can be extended at that date until July 2011 at the option of the Group. As stated in note 18, as at 31 December 2008 the
Group had available £27.9m of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. The Group’s forecasts and
projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the terms of its
current facility.
The directors have reviewed the Group’s forecasts and budgets, which have been tested against various “what if” scenarios. The directors also examined
the Group’s financial adaptability as part of that review and concluded that, should it be necessary, the Group would be able to respond to a reasonably
foreseeable deterioration in market conditions by making further reductions to the cost base, as it was able to achieve in 2008.
After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.
Annual Report and Accounts 2008
19
Report of the Directors (continued)
Disclosure of Information to Auditors
Having made enquiries of fellow directors and of the external auditors, each of the current directors confirm that:
●
●
to the best of his knowledge and belief, there is no information relevant to the preparation of this Report of which the external auditors are unaware, and
he has taken all the steps a director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the
external auditors are aware of that information.
Directors’ Qualifying Third Party Indemnity Provisions
LSL had qualifying third party indemnity provisions for the benefit of the directors in force from the start of the financial period to the date of this Report,
subject to the conditions set out in the Companies Act 1985. The Company has put in place ‘Directors & Officers Liability’ insurance to cover for this liability.
Additional information for shareholders
The following provides the additional information required for shareholders as a result of the implementation of the Takeovers Directive into UK Law.
Share Capital
At 31 December 2008, the Company’s issued share capital comprised 104,158,950 0.2p Ordinary Shares. The authorised share capital is 500,000,000 Ordinary
Shares of 0.2p each.
Other than the lock in agreements entered into with two members of the senior management team which expire in May 2010, the Company is not aware of
any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights.
Ordinary shares
On a show of hands at a general meeting of the Company every holder of ordinary shares present in person and entitled to vote shall have one vote and on
a poll, and every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held. The notice of the AGM which
accompanies this Report specifies deadlines for appointing a proxy in relation to resolutions to be passed at a general meeting. Where the Chairman of the
AGM is appointed as proxy, such proxy votes are counted and the numbers for, against or withheld in relation to each resolution are announced at the AGM
and published on LSL’s website after the meeting (www.lslps.co.uk).
There are no restrictions on the transfer of ordinary shares in the Company other than:
●
●
certain restrictions which may from time to time apply under applicable laws and regulations (for example, insider trading laws and market requirements
relating to close periods) and;
pursuant to the Listing Rules of the Financial Services Authority whereby certain employees of the Company require the approval of the Company to deal
in the Company’s securities.
The Company’s Articles of Association may only be amended by a special resolution at a general meeting of the shareholders.
Company share schemes
The Company’s Employee Benefit Trust holds 1.29% of the issued share capital of the Company in trust for the benefit of employees of the Group and their
dependents. The voting rights in relation to these shares are exercised by the Trustees.
Substantial Shareholdings
These details are set out at page 19 of this Report.
20
Annual Report and Accounts 2008
Change of control
Subsidiaries of the Company are party to agreements which take effect, alter or terminate upon a change of control of the company following a takeover bid.
There are no agreements between the Company and its directors or employees providing for compensation for loss of office or employment (whether through
resignation, purported redundancy or otherwise) that occurs because of a takeover bid.
The Group is party to a number of banking agreements which upon a change of control of the Group are terminable by the bank and all outstanding amounts
become immediately due and payable.
Directors’ responsibility statement
Each of the directors listed on page 16 confirm that to the best of their knowledge:
●
●
the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair review of the assets, liabilities,
financial position and results of the Company and its subsidiaries included in the consolidation taken as a whole, and
the Directors’ Report and the Business Review include a fair review of the development and performance of the business and the position of the
Company and its subsidiaries included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they
face.
Approved by and signed on behalf of the Board of Directors
Sapna B FitzGerald
Company Secretary
4 March 2009
Annual Report and Accounts 2008
21
Corporate Governance Report
Combined Code
The directors recognise the value and importance of meeting the standards of corporate governance set out in the Combined Code. This part of the Report
describes the corporate governance arrangements that are in place.
During 2008, the Company complied with the provisions of the Combined Code in all respects.
The Board
The Board has six members and it comprises the Chairman, three executive directors and two independent non executive directors. The directors are listed
with their biographies in Directors’ Profiles. There is a clear division of responsibilities between the Chairman whose key responsibility is the effective
running of the Board, and the Chief Executive, whose key responsibility is the running of the business.
When Roger Matthews was appointed Chairman he was deemed to be independent under the provisions of the Combined Code; his only other significant
commitment was Chairman of Land of Leather plc. Since then he has also become a Non Executive Chairman of MITIE Group plc and is no longer Chairman of
Land of Leather plc.
During the year the directors undertook an evaluation of the performance of the Board. This included an evaluation of the Board, the Board committees
and of individual directors to ensure that the directors remain individually and collectively effective. The evaluation process involved discussions between
each director and the Chairman and meetings of the Board and the non executive directors (including discussions without the Chairman present to appraise
his performance). The non executive directors evaluate the Chairman’s performance, after taking into account the views of the executive directors. No
significant issues requiring action arose from these evaluations.
Copies of the executive directors’ service agreements and of the non executive directors’ letters of appointment are available for inspection at the Registered
Office during normal business hours and at each AGM.
Each newly appointed director received an induction on the responsibilities of a listed public company director and on LSL’s business. Thereafter, LSL
provides the necessary resources for developing this understanding and knowledge.
During 2008 the Board met 12 times and the attendance of each of the directors at these meetings as a director or a committee member is set out below.
During 2009 the Board is scheduled to meet 11 times and additional meetings will be held as required.
During 2008 the non executive directors and the Chairman collectively met twice without the executive directors being present and it is the intention that this
will be repeated in 2009.
Director
Roger Matthews
Simon Embley
Paul Latham
Dean Fielding
Mark Morris
Peter Hales*
Mark Warburton
Robert Sharpe**
Board
Audit
Committee
Remuneration
Committee
Nominations
Committee
12
12
12
10
12
5
12
1
–
–
–
–
4
1
4
–
3
–
–
–
3
1
3
1
2
–
–
–
2
–
2
–
Peter Hales resigned on 1 June 2008
*
** Robert Sharpe was appointed on 1 September 2008 and resigned on 1 December 2008
In accordance with the Articles of Association, Roger Matthews and Paul Latham will retire at the AGM, and, being eligible, are intending to stand for re-
election at the meeting. At each subsequent AGM, all directors appointed since the previous AGM and circa one-third of the remaining directors, including
any director who has not been elected or re-elected at either of the two preceding AGMs, will retire by rotation and may seek re-election. The Board can
appoint a director outside of a general meeting but anyone so appointed must be elected by an ordinary resolution at the next general meeting.
The Board is primarily responsible for decisions on Group strategy, including approval of strategic plans, annual budgets, interim and full year financial
statements and reports, dividend and accounting policies and all material capital projects, investments and disposals, and the monitoring of financial
performance against budget and forecast. There is a schedule of matters reserved for the Board which has been reviewed during the year.
The Board has adopted principles of good boardroom practice which set out procedures on how directors are given accurate, timely and clear information
and how they can seek and obtain information or advice necessary for them to discharge their duties.
22
Annual Report and Accounts 2008
Board Committees
The Board has delegated specific responsibilities to three standing Committees of the Board: Audit, Nominations and Remuneration. The membership of
these Committees and a summary of their main duties under their terms of reference are set out below. The full terms of reference may be viewed on LSL’s
website (www.lslps.co.uk). It is the intention that the Chairman of each of the Committees will attend the AGM to answer any questions.
Audit Committee
The Audit Committee is chaired by Mark Morris and its other members are Roger Matthews and Mark Warburton. Peter Hales and Robert Sharpe were
members during their period as directors. Roger Matthews was appointed on 1 January 2009. The Board is satisfied that Mark Morris has recent and relevant
financial experience as is required by the Combined Code.
The Committee met four times in 2008 and is expected to meet four times in 2009. LSL’s internal and external auditors, the Chief Executive and the Group
Finance Director may attend and speak at meetings. The Audit Committee met with the auditors without the executive directors being present twice during
2008.
The duties of the Audit Committee are governed by its terms of reference, which were reviewed during the year, and include monitoring the integrity of
LSL’s financial statements, reviewing the effectiveness of the internal control and risk management systems, reviewing procedures for handling any internal
allegations, overseeing the internal audit function, overseeing the relationship with the external auditor, and reviewing the scope and results of audits. The
Committee has an established programme of work to ensure that each of its responsibilities is covered adequately during the year. Two of its meetings are
focused primarily on external reporting and external audit, and two on risk, internal control and internal audit. Due to the challenging market conditions, the
areas of particular focus during the year have been evaluating existing whistleblowing procedures, raising fraud awareness and reviewing valuation controls
within the surveying division.
To guard against the objectivity and independence of the external auditors being compromised, the Audit Committee has adopted a policy under which any
service provided by the external auditors must be approved by the Committee or be within a pre-approved category and a pre-approved fee limit.
The policy stipulates restrictions and procedures in relation to the allocation of non audit work to the auditor. These include categories of work which cannot
be allocated to the auditor, and categories of work which may be allocated to the auditor, subject to certain provisions as to materiality, nature of work, or the
approval of the Audit Committee. The Audit Committee is kept informed of the fees paid to the auditor in all capacities.
The split between audit and non audit fees for 2008 appears at note 9 to the Accounts. The non audit fees related to a potential interest saving low
cost financing project and reporting on banking covenants. The amount and nature of non audit fees are considered by the Committee not to affect the
independence or objectivity of the external auditor.
nominations Committee
Roger Matthews is the Chairman of the Nominations Committee and the other members of the Committee are Mark Morris and Mark Warburton. The
Committee met twice in 2008.
The duties of the Nominations Committee include reviewing the structure, size and composition of the Board, reviewing succession plans for the directors,
and making recommendations to the Board on membership of the Board and of its Committees.
The current non executive directors were appointed by the executive directors as part of the flotation process. The non executive directors were selected for
their mix of legal, financial, surveying and residential property services experience.
Remuneration Committee
During 2008 the Remuneration Committee was chaired by Peter Hales (until June 2008) and Robert Sharpe (from September to December 2008). Since
Robert’s departure, it has been chaired by Mark Morris and its other members are Mark Warburton and Roger Matthews (since December 2007). During 2008
it met four times. Simon Embley, the CEO, attended all of the meetings in an advisory capacity but he was not present when his remuneration was discussed.
In addition, the Group HR Director assisted the Committee in its deliberations during this period and has attended most of the Committee meetings in 2008.
The Remuneration Committee has responsibility for determining, within agreed terms of reference, the Company’s policy on the remuneration of senior
executives and specific remuneration packages for executive directors, including pension rights and compensation payments. It is also responsible for
making recommendations for grants of options under the employee share schemes. The Remuneration Report provides details of how the Committee has
discharged these duties.
The Remuneration Committee may, in exercising its discretion in relation to the remuneration of executive directors, take into account the Company’s
performance on governance and CSR related issues. Further, it ensures that the incentive schemes put in place for members of the senior management team
do not raise any environmental, social or governance issues by inadvertently motivating irresponsible behaviour.
In addition, the Remuneration Committee provides a framework for the Board’s discussions on succession planning for all senior managers. The remuneration
of non executive directors is a matter for the Board. No director or manager may be involved in any decisions as to their own remuneration.
Annual Report and Accounts 2008
23
Corporate Governance Report (continued)
Relations with Shareholders
The Company maintains a dialogue with institutional shareholders through individual meetings with senior management and the views of shareholders
expressed during these meetings are reported to the Board. The main opportunity for non-institutional shareholders to question the directors is at general
meetings and it is the intention of each of the directors to attend the AGM to be held at Buchanan Communications, 45 Moorfields, London EC2Y 9AE on 22
April 2009, starting at 2.30pm.
Information about LSL may be viewed at any time on LSL’s website (www.lslps.co.uk).
Both the Chairman (Roger Matthews) and the Senior Independent Director (Mark Morris) are available to meet with shareholders to discuss any issues or
concerns. They can be contacted via the Company Secretary’s office (details on page 82).
Model Code
The Company complies with a code of securities dealings in relation to its ordinary shares which is consistent with the Model Code published in the Listing
Rules. This code applies to the directors and relevant employees of LSL.
Internal Controls
The Board has overall responsibility for LSL’s system of internal controls and for reviewing its effectiveness. The system of internal control is an ongoing
process designed in accordance with the guidance of the Turnbull Committee on ‘Internal Control’ to identify, evaluate and manage significant risks faced
by LSL. Its aim is to manage, rather than eliminate, the risk of failure to achieve business objectives and can provide only reasonable, and not absolute,
assurance against material misstatement or loss. The internal controls are also in place to safeguard shareholder investment and LSL’s assets.
During 2008 the executive directors have continually identified, evaluated and managed material risks and uncertainties faced by LSL which could have
adversely affected LSL’s business, operating results and financial condition. The effectiveness of the internal control system and risk management process is
kept under review by the Audit Committee and has been reviewed by the Board. The principal risks and uncertainties facing LSL are set out in the Report of
the directors.
LSL operates a management structure with delegated authority levels and functional reporting lines and accountability. It also operates a budgeting and
financial reporting system which compares actual performance to budget and to the previous year on a monthly basis. In addition, the executive directors
receive daily information on sales activity and weekly information on key result areas. All capital expenditure and other purchases are subject to appropriate
authorisation procedures.
The Group has an internal audit team which regularly submits reports to the Audit Committee and this, together with the internal controls system and risk
management process in place within LSL, allows the Board to monitor financial and operational performance and compliance with controls on a continuing
basis and to identify and respond to business risks as they arise.
Approved by and signed on behalf of the Board of Directors
Sapna B FitzGerald
Company Secretary
4 March 2009
24
Annual Report and Accounts 2008
Directors’ Remuneration Report
Details of the Remuneration Committee composition and responsibilities are set out in the Corporate Governance Report.
The Remuneration Committee has considered in the financial period matters relating to the remuneration of the Chairman and the directors.
Remuneration Policy
LSL’s strategy has been designed to create shareholder value and the aim of LSL’s remuneration policy is to attract, retain and motivate directors with the
experience and skills necessary to deliver that strategy and to run LSL successfully.
Directors who held shares at the time of flotation have retained significant interests in the Company’s shares and will derive a proportion of their regular
income from dividends and long-term income through the increase in the price of these shares. For these reasons the interests of these directors are closely
aligned with the interests of the other shareholders.
The payment of basic salaries, other cash benefits and pensions are not related to performance. The payment of bonuses and the exercise of long-term
incentives are related to performance, as set out below.
The remuneration of the Chairman and non executive directors is a matter for the Board. No director may be involved in any decisions as to their own
remuneration.
Fees
The non executive directors’ fees were fixed at the time of flotation and are reviewed periodically by the Board. No increases were awarded during 2008.
Save for Simon Embley’s appointment to a small estate management company, none of the executive directors hold non executive directorships of any other
companies other than to represent the minority interests of the Group. No remuneration is received by the individual or Group in relation to this.
Executive Directors’ Salaries
The basic salaries for 2008 of the executive directors are:
Simon Embley
Paul Latham
Dean Fielding
£180,000
£140,000
£125,000
Details of the directors’ emoluments for 2008 are summarised in the table on page 27 (see Directors’ Emoluments Table). Salaries are reviewed annually but
there is no obligation to make any increase. The basic salaries were not increased at the beginning of 2008 or 2009 but will be reviewed at the end of the first
half of 2009.
Performance Bonuses
Where bonuses are granted, the Remuneration Committee will set out the maximum amount that may be earned and the performance conditions that must be
achieved before payment is made. These conditions will be relevant, stretching and designed to enhance shareholder value.
No bonuses were payable to the executive directors in 2008.
A bonus arrangement has been put in place for the executive directors for 2009. Under the arrangement the maximum bonus payable to each of the executive
directors will be equal to 100% of basic salary over the period. The performance target is based on LSL’s budgeted Underlying Operating Profit after payment
of bonus. The payment of any bonus is discretionary and will be awarded by the Remuneration Committee.
Long-term Incentives
A number of senior management employees including the executive directors currently own approximately 31% of the Company. The two-year lock-in which
commenced in November 2006 (the date of listing) expired in November 2008.
LSL has also established a long term incentive plan to ensure that key employees are properly incentivised and fully committed to the long term growth of the
business.
Where options are granted the Remuneration Committee will approve the individual grants and criteria that must be achieved before options vest on a case
to case basis. These criteria will be stretching and challenging.
Prior to flotation, three employees received a grant of options under this scheme, which in total amounted to options over 130,512 shares.
During 2007, two further options were granted to two employees amounting over a total of 65,103 shares. The 2007 awards are subject to a vesting period of 3
years and are conditional upon the Company achieving an earnings per share growth of at least 10% per annum during the three year vesting period.
During 2008 no options were granted because of the prevailing market conditions. This will be reviewed during 2009.
To date no long term incentive or executive share options have been granted to any of the executive directors.
While a Deferred Bonus Plan was adopted by the Board in November 2006, no awards have been granted under this plan to date.
Annual Report and Accounts 2008
25
Directors’ Remuneration Report (continued)
Save-As-You-Earn scheme
Simon Embley and Paul Latham participated in the Company’s 2008 Save-As-You-Earn (SAYE) scheme, which entitles them to acquire 8,311 ordinary shares
each in 2011 at a price of £1.15 per share. There were no options exercised during the year or exercisable at the end of the year. The options are only
exercisable effective 1 May 2011 if the directors remain in service for the full duration of the option scheme (three years). The options will expire on 1 October
2011. The market price of the Company’s shares on 31 December 2008 was 64.5p per share. The highest and lowest market prices during the year for each
share under option that is unexpired at the end of the year were £1.38 per share and 30p per share respectively.
During the year Simon Embley cancelled his participation in the 2007 SAYE scheme which resulted in the lapse of his option to acquire 4,648 ordinary shares
in 2010 at a price of £1.74 per share.
Further details on the terms of 2008 and 2007 SAYE schemes can be found in note 12 of the financial statements.
Executive Directors’ Pensions
The executive directors’ pension scheme is a money purchase scheme and the aggregate amount set aside by LSL to provide pension, retirement or similar
benefits in relation to the executive directors in the financial year ended 31 December 2008 was £23,753 (2007: £30,104). This was made up as follows: Simon
Embley £9,000 (2007: £14,250); Dean Fielding £6,250 (2007: £8,854); and Paul Latham £8,503 (2007: £7,000).
Executive Director Service Arrangements
The executive directors have entered into service agreements with LSL, under which they are to remain employed on an ongoing basis, summaries of which
are set out in the table below.
Continuous
Employment
Since
Notice
Period
(both parties)
Pension
Car Allowance
Holiday
Simon Embley (Group CEO)
Dean Fielding (Group FD)
Paul Latham (Group Deputy CEO)
31.08.1993
01.05.1995
21.11.1987
9 months
£9,000
Allowance (£10,000 p/a)
6 months
£6,250
Allowance (£8,500 p/a)
9 months
£8,503
Company Car (£11,310 p/a)
30 days
30 days
30 days
Each of the service agreements allows LSL to place the director on ‘garden leave’ for a maximum period of six months in the event the director has given, or
is given, notice to terminate their employment. Each of the agreements also provides for the relevant executive director to receive medical insurance, life
assurance and permanent health insurance as well as a discretionary bonus (see Performance Bonuses on page 25 for details relating to bonus awards).
None of the executive directors are entitled to any benefit on termination of his service agreement other than contractual benefits to be provided during any
notice period.
non Executive Director Appointment Arrangements
non-Executive Director
Date of Appointment
Roger Matthews
Peter Hales
Mark Morris
Mark Warburton
Robert Sharpe
11 October 2006
1 February 2005 (resigned 1 June 2008)
11 October 2006
11 October 2006
1 September 2008 (resigned 1 December 2008)
Roger Matthews, Mark Morris and Mark Warburton each have letters of appointment, which were issued by LSL on appointment and which became effective
on admission. The fees due for such appointments are detailed in the Directors’ Emoluments table on page 27. Under the terms of each letter of appointment
the appointment is for an actual term of three years unless otherwise terminated earlier by, and at the discretion of either party on three months’ notice. In
addition, the appointments may be terminated by LSL for cause. The non executive directors are not entitled to participate in LSL’s executive remuneration
programmes or pension arrangements.
26
Annual Report and Accounts 2008
Directors’ Emoluments table
Details of each director’s remuneration for the year ended 31 December 2008 are as follows:
Simon Embley
(Group CEO)
Dean Fielding
(Group Finance Director)
Peter Hales
(non executive director)
Paul Latham
(Deputy CEO)
Roger Matthews
(Chairman)
Mark Morris
(non executive director)
Mark Warburton
(non executive director)
Robert Sharpe
(non executive director)
Salary
Related
Bonuses
Allowances
& Benefits
(excluding
pension)*
2008 Total
2007 Total
£180,000
£125,000
£17,500
Nil
Nil
Nil
£10,864
£190,864
£307, 814
£10,090
£135,090
£197,097
£17,500
£39,550
£140,000
£2,500+
£18,067
£160,567
£220,813
Nil
Nil
Nil
£100,000
£40,000
£35,000
£11,667
£100,000
£100,000
£40,000
£35,000
£35,000
£35,000
£11,667
Only the above table forms part of the Financial Statements on which the auditors have expressed their opinion in their report
* Excludes costs associated for the SAYE 08 scheme referred to at page 26
+ This relates to under accrual of bonus payment for the financial year 2007.
Annual Report and Accounts 2008
27
Directors’ Remuneration Report (continued)
Shareholder Return —21 november 2006 to 31 December 2008
Total shareholder return – Value (£)
Total shareholder return - Value (£)
]
p
[
140
120
100
80
60
40
20
0
2
1
/
1
2
2
2
2
2
2
2
2
2
2
2
1
/
1
1
/
0
1
/
0
1
/
0
1
/
0
1
/
0
1
/
0
1
/
0
1
/
0
1
/
0
1
/
1
2
1
/
1
2
1
/
1
1
/
2
2
/
2
1
/
2
2
/
2
3
/
2
4
/
2
5
/
2
6
/
2
7
/
2
8
/
2
9
/
2
0
/
2
1
/
2
2
/
2
0
0
0
6
0
6
0
0
7
0
0
0
7
0
7
0
0
7
0
0
7
0
0
0
0
7
7
0
0
0
0
7
0
7
0
7
0
0
7
0
0
7
LSL Property Services PLC
FTSE All Share Index (scaled)
This graph shows the value, by the end of December 2008, of £100 invested in the Company on 21 November 2006 compared with the value of £100 invested in
the FTSE All Share Index. The FTSE All Share Index has been selected as a sufficiently broad market index which is most comparable to the Company.
The mid market price of the Company’s shares in the financial period ranged from 140p to 30p
Approved by and signed on behalf of the Board of Directors
Sapna B FitzGerald
Company Secretary
4 March 2009
28
Annual Report and Accounts 2008
Corporate Social Responsibility
As part of its regular risk assessment procedures, the Board takes account of the significance of environmental, social and governance (ESG) matters to the
business of LSL. The Board has identified the significant ESG risks to LSL’s short and long term value, as well as the opportunities to enhance value that may
arise from an appropriate response. The Board has received adequate information to make this assessment and ESG matters are taken into account in the
training of directors. The Board has ensured that LSL has in place effective systems for managing and mitigating significant risks, which, where relevant,
incorporate performance management systems and appropriate remuneration incentives.
Set out below is LSL’s Corporate Social Responsibility statement, which applies to the Group.
1. Statement
LSL is a leading provider of residential property services in the UK. Principal operations include its surveying division (operating under the brands of e.surv,
Chancellors Associates and Barnwoods), its estate agency division (operating under the brands of Reeds Rains, Your Move, Intercounty, JNP and Frosts),
its financial services division (which includes Linear Mortgage Network, Linear Financial Services and First Complete) and its corporate client services
department (First Complete (LSL CCD) and Homefast).
LSL provides a broad range of property related services to customers, who are principally mortgage lenders and buyers and sellers of residential property in
the UK.
2. Aim
This policy aims to set out Corporate Social Responsibility guidelines to advise employees of the policy standards and procedures which are communicated
through contracts of employment, staff handbooks, operating manuals, bulletins, the intranet sites and notice Boards as appropriate.
It focuses on actions that the Group can take over and above its legal requirements to address its competitive interests of the wider society and underpins
all other internal policies that the Group adheres to. We actively ensure that we are compliant and proactive in respect of legislation, in accordance with our
employees’, customers’, suppliers’ and other stakeholders’ interests.
3. Scope
All permanent and temporary employees (regardless of type of contract or terms and conditions) working within the Group.
4. Employment / Labour
4.1 Communication
LSL ensures that employees are kept informed of Group affairs via information distributed by post, e-mail, handbooks or the various intranet sites. Group
employees are encouraged to discuss operational issues with their line management. The Group will promote transparency through business reviews and
the production of Annual Reports. Communication through employees is encouraged as appropriate.
4.2 Equal Opportunities
LSL is committed to a policy of equal opportunity in employment which is seen as a vital part in the success and growth of LSL. Every effort is made to select
recruit, train and promote the best candidates based on suitability for the job, to treat all employees and applicants fairly regardless of race, sex, marital
status, nationality, ethnic origin or disability, and to ensure that no employee suffers harassment or intimidation.
4.3 Health, Safety & Welfare at Work
LSL places great importance on the health, safety and welfare of its employees. Policies, group standards and procedures are in place, which aim to identify
and remove any hazardous areas, reduce material risks of fire and accidents or injuries to employees and visitors and, in conjunction with its HR policies,
manage workplace stress levels.
To this end, LSL makes every reasonable effort to provide safe and healthy working conditions in all offices and branches. Similarly, it is the duty of all
employees to exercise responsibility and to do everything to prevent injury to themselves and to others.
LSL’s policy is to provide employment and to make reasonable adjustment to accommodate disabled persons wherever the requirements of the organisation
will allow and if applications for employment are received from suitable individuals. If existing employees become disabled every reasonable effort will be
made to ensure that their employment with LSL can continue on a worthwhile basis with career opportunities available to them.
5. Environmental issues
LSL takes its responsibility for social, ethical and environmental issues very seriously and recognises the importance of developing and maintaining high
standards.
LSL commits itself to all available processes and practices that have the least impact on the environment and seeks to use all of its resources carefully.
Employees are encouraged to conserve all types of energy and to recycle or minimise waste products wherever possible.
Group companies will assess and manage the environmental impact of their operations by taking part in various recycling and energy efficient practices so
that it can be an active participant in the sustainable society.
Annual Report and Accounts 2008
29
Corporate Social Responsibility (continued)
6. Social and Community interests (including Social and Ethical Issues)
While LSL is accountable to shareholders, it takes into account the interest of all stakeholders including employees, customers and suppliers as well as the
local community and the environment in which its divisions operate.
6.1 For its Employees
Each Group Company will provide standard terms and conditions of employment, and a fair and transparent remuneration policy. It aims to provide healthy
and safe working conditions for all business areas.
It strives for equal opportunities for all present and potential employees and encourages employees to develop skills and progress in their careers.
It will not tolerate any sexual, physical or mental harassment of employees and will not discriminate on the grounds of colour, ethnic origin, gender, age,
religion, disability, sexual orientation, political or other opinion.
6.2 For its Customers
Each Group company seeks to be honest and fair in its relationships with its customers providing the standards of product and service that have been
agreed. It takes all reasonable steps to ensure the safety and quality of products or services that it produces.
6.3 For its Suppliers
Each Group Company seeks to be honest and fair in its relationships with suppliers and subcontractors and will pay LSL suppliers and subcontractors in
accordance with agreed terms.
It has a policy not to offer, pay or accept bribes or substantial favours and encourages suppliers and subcontractors to abide by the principles of this policy.
7. Social Community and environment
Each Group Company aims to be sensitive to the local community’s cultural, social and economic needs and endeavours to protect and preserve the
environment where it operates. From time to time where practicable, make donations and support local and national charities
7.1 For LSL Shareholders and other suppliers of finance
Each Group Company is financially accountable to its shareholders and communicates to shareholders on all matters that are material to an understanding of
the future.
It aims to protect shareholders’ funds, manage risks and ensure funds are used as agreed at all times.
8. Management commitment
The directors of LSL together with the management teams of all Group Companies have committed to undertake all steps necessary to conform to the letter
and spirit of this policy and to ensure that all Group employees are aware of its content and their obligations.
30
Annual Report and Accounts 2008
Statement of Directors’ Responsibilities in relation to the
Group Financial Statements
The directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable United Kingdom law and
those International Financial Reporting Standards as adopted by the European Union.
The directors are required to prepare Group financial statements for each financial year which present fairly the financial position of the Group and the
financial performance and cash flows of the Group for that period. In preparing those Group financial statements the directors are required to:
●
●
●
select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes In Accounting Estimates and Errors and then apply them
consistently;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the Group’s financial position and financial performance; and
●
state that the Group has complied with IFRS, subject to any material departures disclosed and explained in the financial statements.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the
Group and enable them to ensure that the Group financial statements comply with the Companies Act 1985 and Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
LSL’s financial statements are published on LSL’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of LSL’s website is the responsibility of the
directors. The directors’ responsibility also extends to the ongoing integrity of the financial statements contained therein.
Annual Report and Accounts 2008
31
Auditors’ Report on the Group Financial Statements
Independent Auditor’s Report to the Members of LSL Property Services plc
We have audited the Group financial statements of LSL Property Services plc for the year ended 31 December 2008 which comprise Group Income Statement,
the Group Balance Sheet, the Group Cash Flow Statement, the Statement of Group Recognised Income and Expense and the related notes 1 to 31. These
Group financial statements have been prepared under the accounting policies set out therein.
We have reported separately on the parent company financial statements of LSL Property Services plc for the year ended 31 December 2008 and on the
information in the Directors’ Remuneration Report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been
undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s 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 and the Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance with applicable United Kingdom law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the Group financial statements in accordance with relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the Group financial statements give a true and fair view and whether the Group financial statements have
been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether in our opinion the
information given in the directors’ report is consistent with the financial statements. The information given in the directors’ report includes that specific
information presented in the Chairman’s Statement and Business Review that is cross referred from the Business Review section of the directors’ report.
In addition we report to you if, in our opinion, we have not received all the information and explanations we require for our audit, or if information specified by
law regarding director’s remuneration and other transactions is not disclosed.
We review whether the Corporate Governance Statement reflects the Company’s compliance with the nine provisions of the 2006 Combined Code specified
for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the Board’s
statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk
and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited group financial statements. The other
information comprises only the Business Review and Directors’ Report, the unaudited part of the Director’s Remuneration Report, the Chairman’s Statement,
the Corporate Governance Report and the Corporate Social Responsibility Statement. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the Group financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures in the Group financial statements. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation of the Group financial statements, and of whether the accounting policies are
appropriate to the Group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the Group financial statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the Group financial statements.
Opinion
In our opinion :
●
●
●
the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Group’s affairs
as at 31 December 2008 and of its loss for the year then ended;
the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation; and
the information given in the directors’ report is consistent with the Group financial statements.
Ernst & Young LLP
Registered auditor
Leeds
4 March 2009
32
Annual Report and Accounts 2008
Group income statement for the year ended 31 December 2008
Revenue
Operating expenses:
Employee and subcontractor costs
Establishment costs
Depreciation on property, plant and equipment
Other
Rental income
Group operating profit before exceptional costs, amortisation and share-based payments
Share-based payments
Amortisation of intangible assets
Exceptional costs
Group operating profit
Dividend income
Finance income
Finance costs
Exceptional finance costs
net financial costs
(Loss)/profit before tax before adjustment to goodwill
Adjustment to goodwill in respect of subsequent recognition of deferred tax asset
(Loss)/profit before tax
Taxation
– related to exceptional costs
– others
(Loss)/profit for the year*
(Loss)/earnings per share expressed in pence per share:
Basic
Diluted
* All attributable to equity shareholders of the parent
The accompanying notes are an integral part of these financial statements.
Note
3
12
15
12
14
7
4
5
6
7
14
8
13
24
10
10
2008
£’000
2007
£’000
161,773
219,518
88,912
12,485
2,299
40,638
120,054
12,364
2,227
48,804
(144,334)
(183,449)
765
18,204
(138)
(10,111)
(7,735)
220
334
190
(4,035)
(432) –
(3,943)
(3,723)
(1,048)
(4,771)
2,022
(600)
1,422
(3,349)
(3.3)
(3.3)
1,125
37,194
(650)
(9,145)
(1,413)
25,986
373
357
(3,429)
(2,699)
23,287
(1,000)
22,287
(424)
(5,443)
(5,867)
16,420
15.8
15.7
Annual Report and Accounts 2008
33
Statement of group recognised income and expense for the year ended 31 December 2008
Total recognised income and expense for the year:
Loss)/profit for the year
Available-for-sale investments:
Valuation (losses)/gains taken to equity
Total recognised income and expense*
* All attributable to equity shareholders of the parent
The accompanying notes are an integral part of these financial statements.
Note
16
2008
£’000
(3,349)
(1,600)
(4,949)
2007
£’000
16,420
5,500
21,920
34
Annual Report and Accounts 2008
Group balance sheet as at 31 December 2008
non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Financial assets
Other receivables
Total non-current assets
Current assets
Trade and other receivables
Current tax assets
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Financial liabilities
Trade and other payables
Current tax liabilities
Provisions for liabilities and charges
Total current liabilities
non-current liabilities
Financial liabilities
Trade and other payables
Deferred tax liability
Provisions for liabilities and charges
net assets
Equity
Share capital
Share premium account
Share-based payment reserve
Investment in treasury shares
Unrealised gain reserve
Retained earnings
Total equity
Note
14
14
15
16
17
17
18
20
19
21
20
19
13
21
23
24
24
24
24
24
2008
£’000
66,422
31,413
2,841
4,052
5
2007
£’000
69,572
41,562
4,600
5,650
129
104,733
121,513
13,919
21,458
255 –
647
14,821
119,554
1,273
27,564
–
1,195
30,032
48,611
39
557
6,586
55,793
33,729
208
5,629
531
(2,934)
3,900
26,395
33,729
2,326
23,784
145,297
17,350
39,909
4,957
339
62,555
33,640
97
1,892
4,175
39,804
42,938
208
5,629
560
(2,669)
5,500
33,710
42,938
The financial statements were approved by the Board on 4 March 2009 and were signed on its behalf by:
D A Fielding Director S D Embley Director
The accompanying notes are an integral part of these financial statements.
Annual Report and Accounts 2008
35
Group cash flow statement for the year ended 31 December 2008
Note
£’000
£’000
£’000
£’000
2008
2007
(4,771)
22,287
Cash generated from operating activities
(Loss)/profit before tax
Adjustments to reconcile (loss)/profit before tax
to net cash inflows from operating activities
Amortisation of intangible assets
Dividend income
Finance income
Finance costs
Adjustment in relation to deferred tax asset
Group operating profit before amortisation
Depreciation
Impairment of goodwill
Impairment of intangible assets
Impairment of property, plant and equipment
Loss/(profit) on sale of property, plant and equipment
Share-based payments
Decrease in trade and other receivables
(Decrease)/increase in trade and other payables
and provisions
Cash generated from operations
Interest paid
Tax paid
net cash from operating activities
Cash flows from investing activities
Purchase of subsidiary undertakings, minority
interest and commercial business
Purchase of intangible assets
Interest received
Dividends received
Purchase of property, plant and equipment
Proceeds from sale of property, plant and equipment
Purchase of available for sale financial assets
net cash expended on investing activities
net cash from operating activities less cash
expended on investing activities
Cash flows from financing activities
Repayment of loans
Proceeds from loans
Purchase of treasury shares
Dividends paid
15
7
7
7
26
14
15
10,111
(334)
(190)
4,035
1,048
2,299
1,036
38
–
419
138
3,930
7,663
(9,152)
(3,993)
(5,126)
(276)
–
190
334
(1,043)
84
(2)
–
44
(265)
(3,966)
net cash (used)/generated in financing activities
net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
18
The accompanying notes are an integral part of these financial statements.
36
Annual Report and Accounts 2008
9,145
(373)
(357)
3,429
1,000
2,227
130
207
(30)
650
3,184
2,050
2,139
(3,429)
(9,662)
(3,806)
(30,192)
357
373
(2,422)
139
(2)
(5,402)
18,785
(2,371)
(3,124)
14,670
9,899
–
2,441
12,340
(9,119)
3,221
(713)
2,508
(4,187)
(1,679)
2,326
647
12,844
35,131
7,373
42,504
(13,091)
29,413
(35,553)
(6,140)
7,888
1,748
578
2,326
Notes to the group financial statements
1. Authorisation of financial statements and statement of compliance with IFRSs
The Group financial statements of LSL Property Services plc and its subsidiaries for the year ended 31 December 2008 were authorised for issue
by the Board of the Directors on 4 March 2009 and the balance sheet was signed on the Board’s behalf by S D Embley and D A Fielding. LSL
Property Services plc is a listed company incorporated and domiciled in England & Wales and the Group operates a network of estate agencies,
surveying businesses and other related businesses.
The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union and as applied in accordance with the provisions of the Companies Act 1985.
2. Accounting policies
Basis of preparation of financial information
The consolidated financial statements have been prepared on a historical cost basis, except for, derivative financial instruments and available-
for-sale investments that have been measured at fair value.
The accounting policies which follow set out those significant policies which apply in preparing the financial statements for the year ended 31
December 2008. The Group’s financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£000)
except when otherwise indicated.
Judgements and estimates
The preparation of financial information in conformity with IFRS as adopted by European Union requires management to make judgements,
estimates and assumptions that affect the application of policies and reporting amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both
current and future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Impairment of intangible assets
The measurement of intangible assets other than goodwill on a business combination involves estimation of future cash flows and the selection
of a suitable discount rate. The Group determines whether indefinite life intangible assets (including goodwill) are impaired on an annual basis
and this requires an estimation of the value in use of the cash generating units to which the intangible assets are allocated. This involves
estimation of future cash flows and choosing a suitable discount rate (see note 14).
Fair value of unquoted equity instruments
Certain unquoted equity instruments have been valued based on the expected dividend cash flows discounted at current rates applicable for
items with similar terms and risk characteristics. This valuation requires the Group to make estimates about expected future dividend cash flows
and discount rates, and hence they are subject to uncertainty. The fair value of such unquoted equity instruments at 31 December 2008 is given in
note 16.
Other areas
Other areas of significant judgement include contingent consideration, provisioning for professional indemnity claims and onerous leases. Details
of key assumptions in these areas are disclosed in notes 20 and 21 to these financial statements.
Basis of consolidation
The Group financial statements incorporate the financial statements of LSL Property Services plc and the entities controlled by the Group (its
subsidiaries) for the year ended 31 December 2008 and 31 December 2007. Control is achieved where the Group has the power to govern the
financial and operating policies of an investee entity so as to obtain benefits from its activities. The financial statements of the subsidiaries are
prepared for the same reporting year as the parent company, using consistent accounting policies.
The acquisition of minority interest is not a business combination and there is no specific accounting prescribed in IFRS for such a transaction.
The Group has elected to adopt the ‘Parent entity extension method’ and the entire difference between the cost of acquisition and the minority
interest acquired is reflected as goodwill.
The cost of business combination includes amounts contingent on future events if the payment is considered probable and can be measured
reliably. These amounts are discounted at a rate appropriate to the liability. Any subsequent adjustments in respect of such contingent
consideration (other than due to unwinding of the discount) are adjusted against the carrying amount of goodwill.
Annual Report and Accounts 2008
37
Notes to the group financial statements (continued)
2. Accounting policies (continued)
Basis of consolidation (continued)
The results of the subsidiaries acquired and disposed of during the year are included in the consolidated income statement from the date control
commences until the date that control ceases.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies in line with those used by the
Group.
The purchase method of accounting is used for all acquisitions of subsidiaries.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Changes in accounting policies and estimates
New accounting policies
The accounting policies adopted are consistent with those of the previous financial year except that the Group has adopted the IFRIC 11 IFRS 2 –
Group and Treasury Share Transactions during the year. Adoption of this revised interpretation did not have any effect on the financial statements
of the Group.
The Group has adopted IFRIC Interpretation 11 in so far as it applies to consolidated financial statements. This interpretation requires
arrangements whereby an employee is granted rights to an entity’s equity instruments, even if the entity buys the instruments from another party,
or the shareholders provide the equity instruments needed. The Group has not issued instruments caught by this Interpretation.
Change in accounting estimates
In 2007, the amortisation period in respect of general insurance renewal commission contracts was revised from between six and ten years
to between six and seven and a half years in line with the expected future economic benefits. This change in estimate resulted in additional
amortisation charge of £143,000 in 2007.
Intangible assets
Goodwill
Business combinations on or after 1 July 2004 are accounted for under IFRS 3 using the purchase method. Any excess of the cost of the business
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the
balance sheet as goodwill and is not amortised. To the extent that the net fair value of the acquired entity’s identifiable assets, liabilities and
contingent liabilities is greater than the cost of the investment, a gain is recognised immediately in the income statement. Goodwill recognised as
an asset as at 1 July 2004 is recorded at its carrying amount under UK GAAP and is not amortised.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for
impairment, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired. A previously
recognised impairment loss with respect to goodwill is not reversed in later years.
For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitored by management, usually at business
segment level or statutory company level as the case may be. Where the recoverable amount of the cash-generating unit is less than its carrying
amount, including goodwill, an impairment loss is recognised in the income statement.
The carrying amount of goodwill allocated to a cash-generating unit is taken into account when determining the gain or loss on disposal of the
unit, or of an operation within it.
38
Annual Report and Accounts 2008
2. Accounting policies (continued)
Other intangible assets
Intangible assets other than goodwill that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses.
Amortisation
Amortisation is charged to the income statement on a straight line basis over the estimated useful lives of intangible assets unless such lives are
indefinite as follows:
Customer contracts:
Estate agency customer contracts
Surveying customer contracts
Financial services customer contracts
General insurance renewal
Commission contracts
– ten years
– between three and five years
– three years
– between six and seven and a half years
Lettings contracts
– fifteen months
Order book:
Estate agency pipeline
Surveying pipeline
Estate agency register
Others:
Franchise agreements
In-house software
– six months
– one week
– twelve months
– ten years
– three years
The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value may
not be recoverable.
The amortisation period and the amortisation method for an intangible asset with a finite useful life is reviewed at least at each financial year-
end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted
for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.
Brand names are not amortised as the directors are of the opinion that they have an indefinite useful life. This is based on the expectation of the
directors that there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows to the businesses and the
directors are confident that trademark registration renewals will be filed at the appropriate time and sufficient investment will be made in terms
of marketing and communication to maintain the value inherent in the brand.
The carrying value of intangible assets with indefinite useful life is reviewed for impairment, at least annually and whenever events or changes in
circumstances indicate that the carrying value may be impaired.
Impairment
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when
annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable
amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in
the income statement in those expense categories consistent with the function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no
longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in profit or loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised
carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Annual Report and Accounts 2008
39
Notes to the group financial statements (continued)
2. Accounting policies (continued)
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided to write off cost
less the estimated residual value of property, plant and equipment by equal annual instalments over their estimated useful economic lives as
follows:
Office equipment, fixtures and fittings – over three to seven years
Computer equipment
Motor vehicles
Leasehold improvements
– over three to four years
– over three to four years
– over the shorter of the lease term or ten years
Dividends
Equity dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared
by the directors and paid. In the case of final dividends, this is when approved by the shareholders at the annual general meeting.
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates
and laws that are enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts
in the financial statements, with the following exceptions:
●
●
●
where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and
deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, carried forward tax credits or tax losses can be utilised:
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related
asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date. Deferred income tax assets and liabilities are offset,
only if a legally enforceable right exists to set off current tax assets against current tax liabilities, the deferred income taxes relate to the same
taxation authority and that authority permits the Group to make a single net payment.
Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise income tax is recognised
in the income statement.
Share-based payment transactions
Equity-settled transactions
The equity share option programmes allow group employees to acquire shares of the Company. The fair value of the options granted is
recognised as an employee expense with a corresponding increase in equity in case of equity-settled schemes. The fair value is measured at
grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options
granted is measured using the Black Scholes model, taking into account the terms and conditions upon which the options were granted. Non-
market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so
that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is recognised
irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting
condition.
Cash-settled transactions
The Group has issued shares in a subsidiary company to the management of that company with restrictions on transferability. The Group has a
call option on these shares and these shares are considered as a cash-settled share scheme. The liability under the call option is measured at
its fair value. Fair value is established initially at the grant date and at each balance sheet date thereafter until the awards are settled. During
the vesting period a liability is recognised representing the product of the fair value of the award and the portion of the vesting period expired
as at the balance sheet date. From the end of the vesting period until settlement, the liability represents the full fair value of the award as at the
balance sheet date. Changes in the carrying amount of the liability are recognised in profit or loss for the period.
40
Annual Report and Accounts 2008
2. Accounting policies (continued)
Treasury shares
The Group has an Employee Share Trust (ESOT) and an Employee Benefit Trust (EBT) for the granting of group shares to executives and senior
employees. Shares in the Group held by the trusts are treated as treasury shares and presented in the balance sheet as a deduction from equity.
No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group’s own equity instruments. The
finance costs and administration costs relating to the trusts are charged to the income statement. Dividends earned on shares held in the trusts
have been waived. The shares are ignored for the purposes of calculating the Group’s earnings per share.
Leases
Group as a lessee
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases and rentals
payable are charged in the income statement on a straight line basis over the lease term.
Group as a lessor
Assets leased out under operating leases are included in property, plant and equipment and depreciated over their estimated useful lives. Rental
income, including the effect of lease incentives, is recognised on a straight line basis over the lease term.
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date of whether
the fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A
reassessment is made after inception of the lease only if one of the following applies:
(a) There is a change in contractual terms, other than a renewal or extension of the arrangement;
(b) A renewal option is exercised or extension granted, unless the term of the renewal or extension was initially included in the lease term;
(c) There is a change in the determination of whether fulfilment is dependant on a specified asset; or
(d) There is a substantial change to the asset.
Where a reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the
reassessment for scenarios a), c) or d) and at the date of renewal or extension period for scenario b).
Pensions
The Group operates a defined contribution pension scheme for employees in certain Group companies. The assets of the scheme are invested
and managed independently of the finances of the Group. The pension cost charge represents contributions payable in the year.
Provisions
A provision is recognised in the balance sheet 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. If the effect is material, 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, when
appropriate, the risks specific to the liability.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s Balance Sheet when the Group becomes a party to the contractual
provisions of the instrument. When financial assets are recognised initially, they are measured at fair value, being the transaction price plus,
in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs. Financial assets are de-recognised
when the Group no longer has the rights to cash flows, the risks and rewards of ownership or control of the asset. Financial liabilities are de-
recognised when the obligation under the liability is discharged, cancelled or expires. All regular way purchases and sales of financial assets
are recognised on the trade date, being the date that the Group commits to purchase or sell the asset. Regular way transactions require delivery
of assets within the timeframe generally established by regulation or convention in the market place. The subsequent measurement of financial
assets depends on their classification.
The Group’s accounting policy for each category of financial instruments is as follows:
Available-for-sale financial assets
Available-for-sale financial assets are those non-derivative financial assets that are designated as such or are not classified as held to maturity,
loan and receivables or fair value through profit or loss. After initial recognition available-for-sale financial assets are measured at fair value with
gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined
to be impaired at which time the cumulative gain or loss previously reported in equity is included in the income statement. Where a reliable
indicator of fair value cannot be obtained the assets are valued at cost.
Annual Report and Accounts 2008
41
Notes to the group financial statements (continued)
2. Accounting policies (continued)
Financial instruments (continued)
Cash and short term deposits
Cash and short term deposits in the balance sheet comprise cash at bank and in hand and short term deposits with an original maturity period of
three months or less.
For the purposes of the consolidated cash flow statement, cash and short term deposits consist of cash and short term deposits net of
outstanding bank overdrafts.
Trade receivables
Trade receivables do not carry any interest and are stated at their original invoiced value as reduced by appropriate allowances for estimated
irrecoverable amounts.
Trade receivables generally have four to seven day payment terms in the estate agency business and thirty days in the surveying business.
Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Balances are written off when the
probability of recovery is assessed as being remote.
In July 2008, the Group entered into a third party finance arrangement for the payment of Home Information Packs (‘HIPs’). Any trade receivables
arising from HIPs were paid upfront by the third party finance company with no recourse. Fees charged by the third party finance company have
been included as part of the finance costs within the income statement.
Trade payables
Trade payables do not carry any interest and are stated at their original invoice value.
Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on repurchase,
settlement or otherwise cancellation of liabilities are recognised respectively in finance income and finance costs.
Finance costs comprise interest payable on borrowings calculated at the effective interest rate method and recognised on an accruals basis.
Borrowing costs are recognised as an expense when incurred.
Derivative financial instruments
The Group uses derivative financial instruments such as interest rate caps to hedge its risks associated with interest rate fluctuations. Such
derivative financial instruments are stated at fair value. The fair value of interest rate swap contracts is determined by reference to market values
for similar instruments. The Group has not adopted hedge accounting for its derivative financial instruments. Any gains or losses arising from
changes in the fair value of derivatives are taken to the income statement.
Impairment of financial assets
Available-for-sale financial assets
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal payment and
amortisation) and its fair value is transferred from equity to the income statement. Reversals of impairment losses in respect of equity instruments
classified as available-for-sale are not recognised in the income statement.
Assets carried at cost
If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value
cannot be reliably measured, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows discounted at the current market rate of return for a similar financial asset.
Assets carried at amortised cost
In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or
significant financial difficulties of the debtor) that the Group will not be able to collect all of the amounts due under the original terms of the
invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised when they are
assessed as uncollectable.
42
Annual Report and Accounts 2008
2. Accounting policies (continued)
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales taxes or duty.
The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from the exchange fees in the estate agency business is recognised by reference to the legal exchange date of the housing transaction.
Revenue from the supply of surveying services is recognised upon the completion of the professional survey by the surveyor.
Home Information Packs
Revenue from providing HIPs is recognised when they are completed and provided to the customers.
Financial services income
Revenue from mortgage procuration fees is recognised by reference to the completion date of the mortgage on the housing transaction. Revenue
from policy sales is recognised by reference to the date that the policy is accepted by the insurer.
Interest income
Revenue is recognised as interest accrues (using the effective interest method – that is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).
Rental income
Rental income including the effect of lease incentives from sub-let properties is recognised on a straight line basis over the lease term.
Dividends
Revenue is recognised when the Group’s right to receive the payment is established.
Exceptional items
The Group presents as exceptional items on the face of the income statement, those material items of income and expense which, because of
the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better
the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial
performance.
new standards and interpretations not applied
The IASB and IFRIC have issued the following standards and interpretations which are not effective at the balance sheet date or have an
effective date after the date of these financial statements:
International Accounting Standards (IAS/IFRSs)
First time Adoption of International Financial Reporting Standards (Revised)
IFRS 1
IFRS 1 & First-time Adoption of International Financial Reporting Standards – Cost of an investment in a Subsidiary,
IAS 27
IFRS 2
IFRS 3
IFRS 8
IAS 1
IAS 23
IAS 27
IAS 32 &
IAS 1
IAS 39 & IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures
IFRS 7
IAS 39
Jointly Controlled Entity or Associate (Amendments)
Amendment to IFRS 2 – Vesting Conditions and Cancellations (Amendment)
Business Combinations (revised January 2008)
Operating Segments
Presentation of Financial Statements (revised September 2007)
Borrowing Costs (revised March 2007)
Consolidated & Separate Financial Statements
IAS 32 Financial Instruments and IAS 1 Presentation of Financial Statements – Puttable Financial Instruments
and Obligations Arising on Liquidation (Amendments)
Financial Instruments: Recognition and Measurement – Eligible hedged items (Amendment)
Improvements to International Financial Reporting Standards
- Re-classification of Financial Assets
Effective date*
1 January 2009
1 January 2009
1 January 2009
1 July 2009
1 January 2009
1 January 2009
1 January 2009
1 July 2009
1 January 2009
1 July 2008
1 July 2006
1 January 2009
Annual Report and Accounts 2008
43
Notes to the group financial statements (continued)
2. Accounting policies (continued)
International Financial Reporting Interpretations Committee (IFRIC)
New interpretations
IFRIC 13 Customer Loyalty Programmes
IFRIC 15 Agreements for the Construction of Real Estate
IFRIC 16 Hedges of a Net Investment in a Foreign Operation
IFRIC 17 Distribution of Non-cash Assets to Owners
Effective date*
1 July 2008
1 January 2009
1 October 2008
1 July 2009
*The effective dates stated here are those given in the original IASB/IFRIC standards and interpretations. As the Group has elected to prepare
their financial statements in accordance with IFRS as adopted by the European Union, the application of new standards and interpretations
will be subject to their having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in an
effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group’s discretion to
adopt standards early.
Whilst the revised IAS 1 will have no impact on the measurement of the Group’s results or net assets, it is likely to result in certain changes in the
presentation of the Group’s financial statements from 2009 onwards.
IFRS 8 requires disclosure based on information presented to the board. Whilst this is now expected to change the business segments about
which information is given, the secondary segment information will be replaced by group-wide analysis of revenues and non-current assets by
major geographical area. For customers that individually account for more than 10% of total revenues, additional disclosures would be required
as per IFRS 8.
The amendment to IFRS 2 restricts the definition of vesting conditions to include only service conditions (requiring a specified period of service to
be completed) and performance conditions (requiring the other party to achieve a personal goal or contribute to achieving a corporate target). All
other features are not vesting conditions and, whereas a failure to achieve such a condition was previously regarded as a forfeiture (giving rise
to a reversal of amounts previously charged to profit), it must be reflected in the grant date fair value of the award and treated as a cancellation,
which results in either an acceleration of the expected charge, or a continuation over the remaining vesting period, depending on whether the
condition is under the control of the entity or counterparty. The amendment is mandatory for period beginning on or after 1 January 2009 and will
result in an increase in the 2008 loss before tax by £1,413,000 with corresponding impact on equity.
The directors do not anticipate that the adoption of the remaining standards and interpretations will have a material impact on the Group’s
financial statements, other than additional disclosures, in the period of initial application.
3. Revenue
Revenue represents the amounts derived from the provision of services which fall within the Group’s ordinary activities, stated net of value
added tax. The revenue and pre-tax income is attributable to the continuing activity of estate agency and related activities and the provision of
surveying and valuation services on residential property. The majority of the revenue arises in the United Kingdom.
Revenue disclosed in the income statement is analysed as follows:
2008
£’000
161,773
161,773
765
334
190
163,062
2007
£’000
219,518
219,518
1,125
373
357
221,373
Revenue from services
Revenue
Rental income
Dividend income
Finance income
Total revenue
44
Annual Report and Accounts 2008
4. Segment reporting
The primary segment reporting format is determined to be business segments as the Group’s risks and rates of return are affected predominantly
by differences in the products and services provided. Secondary segment information (geographic segment) has not been reported separately as
the majority of the revenue and expense arises in the United Kingdom and all assets are situated in the United Kingdom.
The estate agency segment provides services related to housing transactions via a network of high street branches.
The surveying and valuation segment provides a professional survey service of domestic properties to various lending corporations.
The financial services segment sells mortgages for a number of lenders and sells life assurance and critical illness policies, etc for a number of
insurance companies via the estate agency branch and Linear network.
Year ended 31 December 2008
Estate
agency
and related
activities
£’000
Surveying
and
valuation
services
£’000
Financial
services
£’000
Unallocated
£’000
Total
£’000
66,716
80,073
14,984
–
161,773
(7,250)
(11,407)
28,590
17,099
(1,185)
(3,625)
(1,951)
(1,847)
Income statement information
Segmental revenue
Segmental result:
– before exceptional costs, amortisation and
share-based payments
– after exceptional costs, amortisation and
share-based payments
Dividend income
Finance income
Finance costs
Exceptional finance costs
Loss before tax before adjustment to goodwill
Adjustment to goodwill in respect of subsequent
recognition of deferred tax asset
Loss before tax
Taxation
Loss for the year
* This relates to the estate agency and related activities segment.
Year ended 31 December 2008
Balance sheet information
Segment assets
Segment liabilities
net assets/(liabilities)
Other segment items
Capital expenditure
Depreciation
Amortisation of intangible assets
Professional indemnity claim provision
Onerous leases provision
Share based payment
Impairment of trade receivables
Impairment of goodwill
Impairment of intangible assets
Estate
agency
and related
activities
£’000
Surveying
and
valuation
services
£’000
Financial
services
£’000
Unallocated
£’000
60,718
(14,836)
45,882
809
(1,651)
(444)
–
(1,793)
(4)
(975)
–
–
39,273
(16,060)
23,213
225
(554)
(8,696)
(3,877)
(25)
(109)
187
–
–
14,566
(5,381)
9,185
9
(94)
(971)
–
–
(25)
(1)
(1,036)
(38)
5,069
(49,548)
(44,479)
–
–
–
–
–
–
–
–
–
18,204
220
334
190
(4,035)
(432)
(3,723)
(1,048)*
(4,771)
1,422
(3,349)
Total
£’000
119,626
(85,825)
33,801
1,043
(2,299)
(10,111)
(3,877)
(1,818)
(138)
(789)
(1,036)
(38)
Unallocated net liabilities comprise certain property, plant and equipment, financial assets, cash and bank balances, net debt and taxation.
Annual Report and Accounts 2008
45
Notes to the group financial statements (continued)
Estate
agency
and related
activities
£’000
Surveying
and
valuation
services
£’000
Financial
services
£’000
Unallocated
£’000
Total
£’000
107,110
89,866
22,542
–
219,518
13,758
10,373
26,415
20,149
(833)
(1,995)
(2,146)
(2,541)
4. Segment reporting (continued)
Year ended 31 December 2007
Income statement information
Segmental revenue
Segmental result:
– before exceptional costs, amortisation and
share-based payments
– after exceptional costs, amortisation and
share-based payments
Dividend income
Finance income
Finance costs
Profit before tax before adjustment to goodwill
Adjustment to goodwill in respect of subsequent
recognition of deferred tax asset
Profit before tax
Taxation
Profit for the year
* This relates to the estate agency and related activities segment.
Year ended 31 December 2007
Estate
agency
and related
activities
£’000
Surveying
and
valuation
services
£’000
Financial
services
£’000
Unallocated
£’000
Balance sheet information
Segment assets
Segment liabilities
net assets/(liabilities)
Other segment items
Capital expenditure
Acquisition of property, plant and equipment on
acquisition of subsidiaries
Acquisition of intangible asset*
Intangibles assets identified as part of IFRS 3 purchase
price allocation
Depreciation
Amortisation of intangible assets
Professional indemnity claim provision
Onerous leases provision
Adjustment to goodwill in respect of subsequent
recognition of deferred tax
Share based payment
Impairment of trade receivables
Impairment of other receivables
Impairment of property, plant and equipment
Impairment of goodwill
65,162
(18,547)
46,615
1,401
390
–
2,836
(1,670)
(2,325)
–
(566)
(1,000)
(275)
(364)
(8)
(207)
(130)
53,024
(21,888)
31,136
835
3
30,192
2
(477)
(5,717)
(2,391)
–
–
(291)
(495)
–
–
–
17,223
(5,254)
11,969
176
7
–
8
(80)
(1,103)
–
–
–
(84)
–
–
–
–
9,888
(56,670)
(46,782)
10
–
–
–
–
–
–
–
–
–
–
–
–
–
* Acquisition of intangible asset relates to the consideration paid to Cheltenham & Gloucester for the purchase of an exclusive agreement to
provide panel management services for five years.
Unallocated net liabilities comprise certain property, plant and equipment, financial assets, cash and bank balances, net debt and taxation.
46
Annual Report and Accounts 2008
37,194
25,986
373
357
(3,429)
23,287
(1,000)*
22,287
(5,867)
16,420
Total
£’000
145,297
(102,359)
42,938
2,422
400
30,192
2,846
(2,227)
(9,145)
(2,391)
(566)
(1,000)
(650)
(859)
(8)
(207)
(130)
5. Finance income
Interest receivable on funds invested
Other interest income
6. Finance costs
Bank interest:
Other loans
Unwinding of discount on contingent consideration
HIPS financing fees
7. Exceptional costs
Establishment costs
Onerous leases provision due to branch closures
Employee costs
Redundancy costs due to branch closures and business reorganisation
Other
Impairment of property, plant and equipment
Impairment of brand
Impairment of goodwill
Costs of aborted acquisition of businesses and financing project
Accelerated depreciation due to branch closures
Provision for professional indemnity claims
Total Operating Exceptional Costs
Finance Costs
Banking fees incurred for renegotiation of facility
2008
£’000
104
86 –
190
2008
£’000
3,775
42 –
218 –
4,035
2008
£’000
1,709
2,410
–
38 –
1,036
242 –
269 –
2,031 –
7,735
432 –
8,167
2007
£’000
357
357
2007
£’000
3,429
3,429
2007
£’000
501
575
207
130
1,413
1,413
Exceptional costs were incurred in 2008 as shown above reflecting the unprecedented market conditions and the need to restructure the
business in line with lower activity levels.
In 2008 given the deterioration in the UK housing market the business considers that it is appropriate to make a one off increase in its professional
indemnity claims provision of £2,031,000 to take account of the increase in numbers of recovery claims made and likely to be made for inaccurate
valuations.
In 2008, Linear Financial Services Limited and Linear Mortgage Network Limited continued to incur operating losses and an impairment review
was conducted in accordance with the accounting policy. As a result of this impairment review the entire value of brand in intangible assets of
£38,000 and carrying value of goodwill relating to both companies of £1,036,000 were impaired.
In 2007, Homefast Property Services Limited (‘Homefast’) continued to incur operating losses during the year and an impairment review was
conducted in accordance with the accounting policy. As a result of this impairment review the entire net book value of property, plant and
equipment of £207,000 and carrying value of goodwill relating to Homefast of £130,000 were impaired. There was no further value associated to
any non-current assets in this business.
Annual Report and Accounts 2008
47
Notes to the group financial statements (continued)
8. (Loss)/profit before tax
(Loss)/profit before tax is stated after charging/(crediting):
Auditors’ remuneration (note 9)
Operating lease rentals:
Land and buildings
Plant and machinery
Loss/(profit) on disposal of property, plant and equipment
9. Auditors’ remuneration
The remuneration of the auditors is further analysed as follows:
Audit of the financial statements †
Other fees to auditors:
– local statutory audits for subsidiaries
– other services supplied pursuant to legislation
– corporate finance services
– other services
2008
£’000
216
8,442
2,394
419
2008
£’000
49
104
4
–
59 3
216
2007
£’000
314
8,493
2,529
(30)
2007
£’000
68
134
29
80
314
† £35,000 (2007: £49,000) of this relates to the Company and £1,000 (2007: £19,000) relates to an over accrual of prior year audit fees.
10. Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the
conversion of all the dilutive potential ordinary shares into ordinary shares.
Loss
after tax
£’000
(3,349)
–
(3,349)
Weighted
average
number
of shares
102,845,156
195,615
103,040,771
2008
Per share
amount
Pence
(3.3)
–
(3.3)
Profit
after tax
£’000
16,420
–
16,420
Weighted
average
number
of shares
103,647,347
609,076
104,256,423
2007
Per Share
Amount
Pence
15.8
–
15.7
Basic EPS
Effect of dilutive share options
Diluted EPS
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of
completion of these financial statements.
The directors consider that the adjusted earnings shown below give a better and more consistent indication of the Group’s underlying
performance:
(Loss)/profit after tax attributable to equity holders of the parent
Adjusted after tax for:
Exceptional costs
Amortisation
Share-based payment
Adjusted profit after tax attributable to equity holders of the parent
2008
£’000
(3,349)
6,145
7,229
99
10,124
2007
£’000
16,420
989
6,401
455
24,265
48
Annual Report and Accounts 2008
10. Earnings per share (continued)
Adjusted basic and diluted EPS
Adjusted
Profit
after tax1
£’000
10,124
–
10,124
Weighted
average
number
of shares
102,845,156
195,615
103,040,771
2008
Per share
amount
Pence
9.8
–
9.8
Adjusted
Profit
after tax
£’000
24,265
–
24,265
Weighted
average
number
of shares
103,647,347
609,076
104,256,423
Adjusted Basic EPS
Effect of dilutive share options
Adjusted Diluted EPS
1 This represents adjusted profit after tax attributable to equity holders of the parent.
11. Dividends paid and proposed
Declared and paid during the year:
Equity dividends on ordinary shares:
Final dividend for 2007: 3.86 pence (2007: nil)
Interim dividend for 2008: nil pence (2007: 3 pence)
Proposed for approval at AGM (not recognised as a liability as at 31 December):
Equity dividends on ordinary shares:
Final dividend for 2008: nil pence per share (2007: 3.86 pence)
12. Directors and employees
Remuneration of directors
Directors’ emoluments (Short-term benefits)
Contributions to money purchase pensions schemes (Post employment benefits)
Share-based payments
2008
£’000
3,966 –
–
3,966
–
2008
£’000
691
24
– 1
715
2007
Per Share
Amount
Pence
23.4
–
23.3
2007
£’000
3,124
3,124
3,976
2007
£’000
935
30
966
Consultancy fees and expenses of £2,415 (2007: £2,418) were also paid by the Group during the year.
The number of directors who were members of Group money purchase pension schemes during the year totalled 3 (2007: 3).
The remuneration of the highest paid director amounted to £190,864 (2007: £307,846) excluding pension costs. Group contributions to money
purchase pension schemes for that director amounted to £9,000 (2007: £14,250) in the year.
Directors’ contributions to pension schemes were matched by the Group up to a maximum of 10% of pensionable earnings until the end of July
2007. From August 2007 the Group’s contributions reverted to 5% of pensionable salaries where members contribute, and the cost of the death-in-
service benefits.
Annual Report and Accounts 2008
49
Notes to the group financial statements (continued)
12. Directors and employees (continued)
Employee numbers and costs
The Group employs staff in its branches and head offices. Aggregate payroll costs of these employees were:
Wages and salaries
Social security costs
Pension costs
Total employee costs
Subcontractor costs
Total employee and subcontractor costs*
Share-based payment expense (see below)
2008
£’000
73,993
7,881
2,054
83,928
4,984
88,912
138
2007
£’000
95,729
9,836
1,932
107,497
12,557
120,054
650
* The total employee and subcontract or costs exclude employees redundancy costs of £2,410,000 (2007:£575,000), which have been shown under
Exceptional costs (Note 7).
The monthly staff numbers (including directors) during the year averaged 3,061 (2007: 3,380).
Estate agency and related activities
Surveying and valuation services
Financial services
2008
1,769
957
335
3,061
2007
2,046
925
409
3,380
Share-based payments
Long Term Incentive Plan
The Group operates a Long Term Incentive Scheme (an equity-settled share-based remuneration scheme) for certain employees. Under the Long
Term Incentive Scheme, the options vest if the individual remains an employee of the Group after a three year period, unless the individual has
left under certain ‘good leaver’ terms in which case the options may vest earlier and providing the performance conditions are met.
Outstanding at 1 January
Granted during the year
Outstanding at 31 December
2008
2007
Weighted
average
exercise
price
£
–
–
–
Weighted
average
exercise
price
£
–
–
–
number
195,615
–
195,615
Number
130,512
65,103
195,615
There were no options exercisable at the end of the year (2007: none).
The weighted average fair value of options granted during the previous year was £nil (2007: £2.13). The weighted average remaining contractual
life is 1.19 years (2007 : 2.19 years).
Save-As-You-Earn scheme
In December 2006, the Group announced an employee ‘Save-As-You-Earn’ scheme effective from January 2007 and in March 2008 the Group
announced a new Save-As-You-Earn scheme effective April 2008. Both these schemes are open to all qualifying employees and provide for an
exercise price equal to the daily average market price on the date of grant less 20%. The options will vest if the employee remains in service for
the full duration of the option scheme (three years). There are no cash settlement alternatives.
50
Annual Report and Accounts 2008
12. Directors and employees (continued)
Share-based payments (continued)
2007 Scheme
Outstanding at 1 January
Granted during the year
Lapsed during the year due to employees withdrawal
Outstanding at 31 December
2008
2007
Weighted
average
exercise
price
£
1.74
–
1.74
1.74
Weighted
average
exercise
price
£
–
1.74
–
1.74
number
2,131,034
–
(1,729,613)
401,421
Number
–
2,131,034
–
2,131,034
The weighted average of the fair value of the options was £0.63 and the weighted average remaining contractual life was 1.01 years (2007: 2.01
years).
There were no options exercisable at the end of the year (2007: none).
2008 Scheme
Outstanding at 1 January
Granted during the year
Lapsed during the year due to employees withdrawal
Outstanding at 31 December
2008
2007
Weighted
average
exercise
price
£
–
1.155
1.155
1.155
Weighted
average
exercise
price
£
–
–
–
–
number
–
1,798,068
(677,891)
1,120,177
Number
–
–
–
–
The weighted average of the fair value of the options was £0.47 and the weighted average remaining contractual life was 2.23 years (2007: not
applicable). There were no options exercisable at the end of the year (2007: none).
Annual Report and Accounts 2008
51
Notes to the group financial statements (continued)
12. Directors and employees (continued)
Share-based payments (continued)
Equity-settled
2008
2007
Option pricing model used
Weighted average share price at grant date (£)
Exercise price (£)
Expected life of options (years)
Expected volatility
Expected dividend growth rate
Risk free interest rate
SAYE
2008
Black
Scholes
1.34
1.155
3 years
42%
2.15%
5.25%
SAYE
2007
Black
Scholes
2.35
1.74
3 years
11%
3.68%
5.5%
LTIPs
Black
Scholes
2.38
nil
3 years
11%
3.68%
5.5%
The total cost recognised for equity settled transactions is as follows:
Share-based payment charged during the year
Reversal of share-based payment charge due to employees withdrawal
SAYE
2007
Black
Scholes
2.35
1.74
3 years
11%
3.68%
5.5%
2008
£’000
350
(362) –
(12)
LTIPs
Black
Scholes
2.38
nil
3 years
11%
3.68%
5.5%
2007
£’000
547
547
Of this £2,000 (2007: £5,000) relates to employees of the Company.
The volatility assumption, measured at the standard deviation of expected share price returns, is based on statistical analysis of competitor
ratios.
The dividend yield assumption is based on the fact that the shares awarded are not eligible to receive dividends until the end of the vesting
period.
Cash-settled
In 2007, the Group issued shares in a subsidiary undertaking to certain employees of that subsidiary. The shares transferred are subject to
restrictions on transferability if the concerned employees are not in continuous employment in the Group. The Group also has a ‘call option’ on
these shares and the exercise price for the call option is based on future profitability of the subsidiary. The Group has accounted for this share
transfer as a cash-settled share-based payment due to the nature of the transaction and recognised a share-based payment charge of £150,000
(2007: £103,000) using a discount factor rate of 7 per cent. None of this cost relates to the Company.
52
Annual Report and Accounts 2008
13. Taxation
(a) Tax on (loss)/profit
Tax (credited)/charged in the income statement comprises:
UK corporation tax
– current year
– tax overprovided in prior year
– utilisation of tax losses
Deferred tax:
Origination and reversal of temporary differences
Adjustment in respect of prior year
Total deferred tax
Total tax (credit)/charge in the income statement
(b) Factors affecting tax charge for the year
2008
£’000
755
(42)
(800)
(87)
(1,271)
(64) –
(1,335)
(1,422)
2007
£’000
9,494
(285)
(1,000)
8,209
(2,342)
(2,342)
5,867
The tax assessed in the profit and loss account is higher (2007: lower) than the standard UK corporation tax rate, because of the following factors:
(Loss)/profit on ordinary activities before tax
(Loss)/profit on ordinary activities multiplied by rate of corporation tax rate in the UK of 28% (2007: 30%)
Non taxable income
Disallowable expenses
Change in current tax rate in period
Reduction in deferred taxes resulting from reduction in tax rate
Other
Utilisation of tax losses on which deferred tax asset was not recognised previously
Prior period adjustments – current tax
Prior period adjustment – deferred tax
2008
£’000
(4,771)
(1,336)
(164) –
954
17
–
13
(516)
(800)
(42)
(64) –
2007
£’000
22,287
6,686
780
(48)
(228)
(38)
7,152
(1,000)
(285)
Total taxation (credit)/charge
(1,422)
5,867
(c) Factors that may affect future tax charges (unrecognised)
Property, plant and equipment temporary differences
Other temporary differences
Losses
2008
£’000
11
85
134
230
2007
£’000
39
304
482
825
The deferred tax assets in respect of property, plant and equipment temporary differences, other temporary differences and losses may be
recoverable in the future and this is dependent on one of the subsidiary companies generating taxable profits sufficient to allow the utilisation of
these amounts. These deferred tax assets can not be offset against profits elsewhere in the Group as they relate to losses brought forward which
can only be offset in the same company. There is no time limit for utilisation of the above tax losses and other temporary differences.
Annual Report and Accounts 2008
53
Notes to the group financial statements (continued)
13. Taxation (continued)
(d) Deferred tax
An analysis of the movements in deferred tax is as follows:
Net deferred tax liability at 1 January
Deferred tax liability on recognition of separately identifiable intangible assets on acquisition of subsidiaries
Deferred tax credit in income statement for the year (note 13a)
Net deferred tax liability at 31 December
Analysed as:
Depreciation in excess of capital allowances
Deferred tax liability on separately identifiable intangible
assets on business combinations
Deferred tax on share options
Other short-term temporary differences
Deferred tax credit in income statement relates to the following:
Amortisation of intangible assets recognised on business combinations
Depreciation in excess of capital allowance
Deferred tax on share options
Reduction in deferred taxes resulting from reduction in tax rate
Other temporary differences
2008
£’000
1,892
–
(1,335)
557
2008
£’000
(1,127)
2,959
(213)
(1,062)
557
2008
£’000
1,111
287
24
–
(87)
1,335
2007
£’000
3,424
810
(2,342)
1,892
2007
£’000
(840)
4,070
(189)
(1,149)
1,892
2007
£’000
1,641
(237)
189
228
521
2,342
At 31 December 2008, there was no unrecognised deferred tax liability (2007: nil) for taxes that would be payable on the unremitted earnings of
the Group’s subsidiaries.
14. Intangible assets
Goodwill
Cost
At 1 January
Acquisition of subsidiary undertakings
Acquisition of minority interest in existing subsidiaries
Adjustment in respect of change in contingent consideration
Adjustment in respect of subsequent recognition of deferred tax asset
Impairment of goodwill (note 7)
At 31 December
2008
£’000
69,572
–
276 –
(1,342) –
(1,048)
(1,036)
66,422
2007
£’000
65,463
5,239
(1,000)
(130)
69,572
54
Annual Report and Accounts 2008
14. Intangible assets (continued)
Goodwill (continued)
In 2008, the adjustment to goodwill of £1,048,000 related to recognition of a deferred tax asset on tax losses which have been realised in
2008. However, a deferred tax asset related to these tax losses was not recognised at the time of accounting for the business combination, in
accordance with IFRS 3 Business Combinations.
The adjustment to goodwill of £1,000,000 in 2007 related to recognition of a deferred tax asset on tax losses which have been realised in 2007.
However, a deferred tax asset related to these tax losses was not recognised at the time of accounting for the business combination, in
accordance with IFRS 3 Business Combinations.
Carrying amount of goodwill by operating unit
Estate agency companies
your-move.co.uk Limited
Reeds Rains Limited
Intercounty Estate Agents Limited
Zenith Properties Limited
David Frost Estate Agents Limited
JNP Estate Agents Limited
Martin Stewart partnership
Thornton Hill Estate Companies
LSLi Limited
property-careers.com Limited
Surveying companies
e.surv Limited
Chancellors Associates Limited
Financial services companies
Linear Mortgage Network Limited
Linear Financial Services Limited
2008
£’000
2007
£’000
38,691
15,243
1,154
169
737
1,467
180
168
–
126 –
57,935
6,677
1,810
8,487
–
–
–
39,739
15,243
1,431
169
901
1,614
180
168
754
60,199
6,677
1,810
8,487
154
732
886
66,422
69,572
Impairment of goodwill and other intangibles with indefinite useful lives
The carrying amount of goodwill by operating unit is given above. The carrying amount of brand by operating unit is as follows:
Estate agency companies
your-move.co.uk Limited
Reeds Rains Limited
Intercounty Estate Agents Limited
David Frost Estate Agents Limited
JNP Estate Agents Limited
Surveying companies
e.surv Limited
Chancellors Associates Limited
Financial services company
Linear Financial Services Limited
2008
£’000
2,510
1,241
174
175
132
4,232
1,281
153
1,434
–
–
5,666
2007
£’000
2,510
1,241
174
175
132
4,232
1,281
153
1,434
38
38
5,704
Annual Report and Accounts 2008
55
Notes to the group financial statements (continued)
14. Intangible assets (continued)
Goodwill (continued)
Impairment of goodwill and other intangibles with indefinite useful lives (continued)
Goodwill acquired through business combinations and brands has been allocated for impairment testing purposes to statutory companies as
follows:
●
●
●
–
Estate agency companies
your-move.co.uk Limited
–
Reeds Rains Limited
–
Homefast Property Services Limited
–
Intercounty Estate Agents Limited
–
Zenith Properties Limited
–
David Frost Estate Agents Limited
–
JNP Estate Agents Limited
–
– Martin Stewart partnership
–
–
–
4 Thornton Hill estate agency branches
LSLi Limited
property-careers.com Limited
Surveying companies
e.surv Limited
–
Chancellors Associates Limited
–
Financial services companies
Linear Financial Services Limited
Linear Mortgage Network Limited
–
These represent the lowest level within the Group at which goodwill is monitored for internal management purposes.
Estate agency companies
The recoverable amount of the estate agency companies has been determined based on a value in use calculation using cash flow projections
based on financial budgets approved by the board covering a three-year period. The discount rate applied to cash flow projections is 14% (2007:
12%) and cash flows beyond the 3-year budget are extrapolated using a 0% (2007: 2%) growth rate.
Surveying companies
The recoverable amount of the Surveying companies is also determined on a value in use basis using cash flow projections based on financial
budgets approved by the Board covering a three-year period. The discount rate applied to the cash flow projections is 12% (2007: 10%). The
growth rate used to extrapolate the cash flows of the Surveying companies beyond the three-year period is 0% (2007: 1.5%).
Financial services companies
The recoverable amount of the financial services companies has been determined based on a value in use calculation using cash flow
projections based on financial budgets approved by the Board covering a three-year period. The discount rate applied to cash flow projections is
14% (2007: 12%) and cash flows beyond the 3-year budget are extrapolated using a 0% (2007: 2%) growth rate.
Key assumptions used in value in use calculations
The calculation of value in use for each of the estate agency, surveying and financial services companies is most sensitive to the following
assumptions:
●
●
gross margin
discount rates
● market share and market recovery
●
growth rate used to extrapolate cash flows beyond the budget period
Gross margins are based on average values achieved in the three years preceding the start of the budget period. These are increased over the
budget period for anticipated efficiency improvements. A factor of 2% per annum was applied for estate agency companies, 1.5% per annum for
the surveying companies and 2% per annum for the financial services companies. This is based on the opinion of the directors.
Discount rates reflect management’s estimate of return on capital employed (ROCE) required in each business. This is the benchmark used by
management to assess operating performance and to evaluate future capital investment proposals. The rates applied in the estate agency,
surveying and financial services companies budgets are based on the spread between current ROCE and base interest rates, adjusted by the
forward interest rates at the end of the budget period.
56
Annual Report and Accounts 2008
14. Intangible assets (continued)
Goodwill (continued)
Key assumptions used in value in use calculations (continued)
Market share and market recovery assumptions are important because, as well as using industry data for growth rates (as noted below)
management assess how the company’s relative position to its competitors might change over the budget period. Management expects the
Group’s share of the surveying market to be stable over the budget period and expect a marginal growth in the estate agency and financial
services companies, especially since many smaller estate agents have closed down in the current year due to the difficult trading conditions.
Further, the carrying value of goodwill in the estate agency companies is dependent on future cash flows arising from a reasonable level of
recovery in housing transaction volumes over the next three years.
Growth rate estimates are based on management estimates.
The results of the impairment tests in 2008 confirmed that there had been an impairment of £1,036,000 in respect of the carrying amount of
goodwill held on the balance sheet regarding Linear Financial Services Limited and Linear Mortgage Network Limited (included in the ‘financial
services’ companies).
The results of the impairment tests in 2007 confirmed that there had been an impairment of £130,000 in respect of the carrying amount of goodwill
held on the balance sheet regarding Homefast Property Services Limited (included in the ‘estate agency’ companies).
Sensitivity to changes in assumptions
With regard to the assessment of value in use for each of the above companies, management believes that no reasonably possible change
in any of the above key assumptions would cause the carrying value of the company to exceed its recoverable amount. The principle estate
agency companies, Your Move and Reeds Rains, have been impacted by the unprecedented market conditions and are currently loss making.
Underpinning the carrying amount of goodwill is the assumption that more normal market conditions will resume in the future.
Other intangible assets
As at 31 December 2008:
Cost
At 1 January 2008 and 31 December 2008
Aggregate amortisation and impairment
At 1 January 2008
Charge for the year
Impairment
At 31 December 2008
Carrying amount
At 31 December 2008
As at 31 December 2007:
Cost
At 1 January 2007
Additions
Arising on acquisition of subsidiaries
At 31 December 2007
Aggregate amortisation and impairment
At 1 January 2007
Charge for the year
At 31 December 2007
Carrying amount
At 31 December 2007
Brand
names
£’000
Insurance
Customer
Contracts Renewals
£’000
£’000
Lettings
Contracts
£’000
Order
Book
£’000
Other *
£’000
Total
£’000
5,704
44,774
5,612
2,044
5,206
1,127
64,467
–
–
38
38
12,874
8,934
–
21,808
2,177
888
–
3,065
2,031
13
–
2,044
5,009
197
–
5,206
814
79
–
893
22,905
10,111
38
33,054
5,666
22,966
2,547
–
–
234
31,413
Brand
names
£’000
Customer
Insurance
Contracts Renewals
£’000
£’000
Lettings
Contracts
£’000
5,223
–
481
5,704
–
–
–
14,582
30,192
–
44,774
6,956
5,918
12,874
5,612
–
–
5,612
1,289
888
2,177
1,450
–
594
2,044
1,450
581
2,031
Order
Book
£’000
3,435
–
1,771
5,206
3,435
1,574
5,009
Other *
£’000
1,127
–
–
1,127
630
184
814
Total
£’000
31,429
30,192
2,846
64,467
13,760
9,145
22,905
5,704
31,900
3,435
13
197
313
41,562
*Other relates to in-house software and franchise agreements.
Annual Report and Accounts 2008
57
Notes to the group financial statements (continued)
14. Intangible assets (continued)
Other intangible assets (continued)
The brand value relates to the following:
●
●
●
●
●
●
●
Your Move, a network of estate agencies and to esurv, a surveying company which were acquired by the Group in 2004,
Reeds Rains, a network of estate agencies which were acquired by the Group in October 2005,
Linear Financial Services, a financial services intermediary company which was acquired by the Group in July 2006,
Chancellors Associates, a surveying business which was acquired by the Group in July 2006,
Intercounty, a network of estate agencies which were acquired by the Group in February 2007,
Frosts, a network of estate agencies which were acquired by the Group in July 2007, and
JNP, a network of estate agencies which were acquired by the Group in September 2007.
The businesses are run as separate reporting units within the Group. There have been no fundamental changes to the manner in which the
businesses have been run since their acquisition and therefore the results of the businesses are considered to be derived from the brand names
nationally.
All amortisation charges have been treated as an expense in the income statement. Brand names are not amortised as the directors are of the
opinion that they have an indefinite useful life. This is based on the expectation of the directors that there is no foreseeable limit to the period
over which the asset is expected to generate net cash inflows to the businesses and the directors are confident that trademark registration
renewals will be filed at the appropriate time and sufficient investment will be made in terms of marketing and communication to maintain the
value inherent in the brand.
15. Property, plant and equipment
As at 31 December 2008
Cost
At 1 January 2008
Additions
Disposals
At 31 December 2008
Depreciation and impairment
At 1 January 2008
Charge for the year
Disposals
At 31 December 2008
Carrying amount
At 31 December 2008
Leasehold
improvements
£’000
Motor
vehicles
£’000
3,700
–
(273)
3,427
3,539
50
(290)
3,299
128
176
–
(133)
43
9
26
(19)
16
27
Fixtures,
fittings and
computer
equipment
£’000
13,527
1,043
(956)
13,614
9,255
2,223
(550)
10,928
Total
£’000
17,403
1,043
(1,362)
17,084
12,803
2,299
(859)
14,243
2,686
2,841
58
Annual Report and Accounts 2008
15. Property, plant and equipment (continued)
As at 31 December 2007
Cost
At 1 January 2007
Additions
Acquired on acquisitions of subsidiaries
Disposals
At 31 December 2007
Depreciation and impairment
At 1 January 2007
Charge for the year
Impairment (note 7)
Disposals
At 31 December 2007
Carrying amount
At 31 December 2007
16. Financial assets
Available-for-sale financial assets
Unquoted shares carried at cost
Impairment
Unquoted shares carried at fair value
Carrying value
Leasehold
improvements
£’000
Motor
vehicles
£’000
3,624
51
25
–
3,700
3,243
158
138
–
3,539
161
137
27
157
(145)
176
121
19
–
(131)
9
167
Fixtures,
fittings and
computer
equipment
£’000
12,542
2,344
218
(1,577)
13,527
8,618
2,050
69
(1,482)
9,255
Total
£’000
16,303
2,422
400
(1,722)
17,403
11,982
2,227
207
(1,613)
12,803
4,272
4,600
2008
£’000
497
(345)
152
3,900
4,052
2007
£’000
495
(345)
150
5,500
5,650
Unquoted shares carried at cost
The financial assets are in unlisted equity instruments and these are carried at cost less any impairment as the market value cannot be reliably
measured.
Unquoted shares carried at fair value
In 2003 the Group acquired 84 ‘A’ ordinary shares of £0.01 each in Hometrack Data Systems Limited for a consideration of £1. This amounts to a
14.19% shareholding in that company. In 2007, the value of the unlisted equity shares in Hometrack Data Systems Limited has been estimated on
the basis of the present value of the expected future dividend stream and a discount rate of 12%. The directors consider this to be the best proxy
of current value. Management have estimated that the potential effect of using reasonably possible alternatives for expected future dividends
would not result in a significant change in the above valuation.
At 31 December 2008, based on the management latest estimate using the similar basis, an adjustment of £1,600,000 to the fair value of the
unlisted equity share was made against the unrealised gain reserve within equity. No deferred tax has been recognised on the gain as the Group
is expected to be able to claim the Substantial Shareholding Exemption to offset with any capital gains tax arising for future disposal of the
investment.
Annual Report and Accounts 2008
59
Notes to the group financial statements (continued)
17. Trade and other receivables
Current
Trade receivables
Other receivables
Prepayments and accrued income
non-current
Other receivables
Prepayments and accrued income
2008
£’000
9,862
–
4,057
13,919
–
5
5
2007
£’000
15,341
27
6,090
21,458
88
41
129
Trade receivables are non-interest bearing and are generally on 0-90 days’ terms.
As at 31 December 2008, trade receivables at nominal value of £1,154,000 (2007: £1,715,000) were impaired and fully provided for. Movements in
the provision for impairment of receivables were as follows:
At 1 January
On acquisition of subsidiaries
Charge for the year
Amounts written off
Unused amounts reversed
At 31 December
As at 31 December, the analysis of trade receivables that were past due but not impaired is as follows:
Neither
past due
nor impaired
£’000
4,752
9,856
Total
£’000
9,862
15,341
2008
2007
18. Cash and cash equivalents
Short-term deposits
2008
£’000
1,715
–
789
(1,192)
(158)
1,154
2007
£’000
878
67
859
(71)
(18)
1,715
Past due but not impaired
0–90 days
£’000
>90 days
£’000
4,944
5,188
2008
£’000
647
166
297
2007
£’000
2,326
Cash at bank earns interest at floating rates based on daily bank overnight deposit rates. Short-term deposits are made for varying periods of
between one day and three days depending on the immediate cash requirements of the Group, and earn interest at the respective short-term
deposit rates. The fair value of cash and cash equivalents is £0.6m (2007: £2.3m). At 31 December 2008, the Group had available £27.9m of undrawn
committed borrowing facilities in respect of which all conditions precedent had been met (2007: £47.8m).
60
Annual Report and Accounts 2008
19. Trade and other payables
Current
Trade payables
Other taxes and social security payable
Other payables
Accruals
non-current
Accruals
Terms and conditions of the above financial liabilities:
●
●
Trade payables are non-interest bearing and are normally settled on between 30- and 60-day terms.
Other payables are mainly non-interest bearing and have an average term of three months.
20. Financial liabilities
Current
Secured bank loans – Revolving credit facility
Unsecured bank loan
Unsecured loan notes
Other secured loan payable to a director of a subsidiary
Other unsecured loans
non-current
Secured bank loans – Revolving credit facility
Unsecured bank loan
Unsecured loan notes
Other unsecured loans
Cash-settled share based payment
Contingent consideration
2008
£’000
3,886
4,381
310
18,987
27,564
2007
£’000
8,919
7,452
523
23,015
39,909
39
97
2008
£’000
–
24
1,048
–
201
1,273
47,772
24
50
41
253
471
48,611
2007
£’000
16,948
36
100
75
191
17,350
30,501
46
997
222
103
1,771
33,640
Secured bank loans – Revolving credit facility
The secured bank loans totalling £47.8m (2007: £47.4m) are secured by a debenture over the Group’s assets excluding the following subsidiaries,
Lending Solutions Limited, First Complete Limited and its subsidiaries, property-careers.com Limited, Chancellors Associates Limited and LSLi
Limited and its subsidiaries.
The secured bank loans relate to the revolving credit facility. The utilisation of this revolving credit facility may vary each month as long as this
does not exceed the maximum £75m facility (2007: £95m). The banking facility expires in July 2010 but can be extended at that date until July 2011
only at the option of the Company.
Interest payable on the revolving credit facility amounted to £3.6m (2007: £2.9m). The interest rate applicable to the facility is LIBOR plus a margin
rate of 2.0% (2007: LIBOR plus 0.65%). The margin rate is linked to the leverage ratio of the Group and the margin rate is reviewed at six monthly
intervals.
Unsecured bank loan
An unsecured bank loan of £48,000 (2007: £82,000) is outstanding to Barclays Bank plc by a group company. This is repayable over five years
ending in June 2010 and incurs interest at a fixed rate of 10% per annum.
Unsecured loan notes
Unsecured loan notes of £1,098,000 (2007: £1,097,000) are outstanding in respect of consideration relating to acquisitions by a group company
during the year. £1,048,000 is repayable in 2009 and the remainder in 2010, with a fixed rate of 5% per annum.
Annual Report and Accounts 2008
61
Notes to the group financial statements (continued)
20. Financial liabilities (continued)
Other secured loan
A secured loan of £nil (2007: £75,000) is outstanding to a director of a subsidiary by a group company. This was repaid in 2008 and incurred
interest at a variable rate of 2% above the current bank base rate. This loan was guaranteed by a debenture secured over the assets of a
subsidiary company.
Other unsecured loan
An unsecured loan of £242,000 (2007: £413,000) is outstanding to a customer by a group company. This is repayable when funds permit and incurs
interest at the current bank base rate.
Cash-settled share-based payment
An explanation is given in detail in note 12.
Contingent consideration
£624,000 (2007: £2,267,437) of contingent consideration is payable to third parties in relation to the acquisition of its subsidiaries in previous
year. This is payable between three and five years after the acquisition dates depending on the profitability of those subsidiaries in the relevant
years. The contingent consideration was recorded at a fair value of £1,771,236 in 2007 using a discount rate of 7 per cent (note 26). In 2008, the
contingent consideration has been recalculated based on the latest management’s expectation of the profitability of subsidiaries and this resulted
in reduction of the contingent consideration to £471,000 calculated using a discount rate of 7 per cent.
21. Provisions for liabilities and charges
Professional
indemnity
claim
provision
£’000
3,925
(445)
–
2,158
5,638
93
5,545
5,638
2008
Onerous
leases
£’000
589
(155)
(109)
1,818
2,143
1,102
1,041
2,143
Professional
indemnity
claim
provision
£’000
3,237
(881)
(822)
2,391
3,925
–
3,925
3,925
Total
£’000
4,514
(600)
(109)
3,976
7,781
1,195
6,586
7,781
2007
Onerous
leases
£’000
739
(106)
(610)
566
589
339
250
589
Total
£’000
3,976
(987)
(1,432)
2,957
4,514
339
4,175
4,514
Balance at 1 January
Amount utilised
Amount released
Provided in financial year
Balance at 31 December
Current
non-current
The professional indemnity claim provision relates to ongoing normal legal claims and is the directors’ best estimate of the likely outcome of such
claims. The provision will be utilised as individual claims are settled and the settlement amount may vary from the amount provided depending
on the outcome of each claim. It is not possible to estimate the timing of payment of all claims and therefore most of the provision has been
classified as non-current.
The provision for lease obligations relates to obligations under leases on vacant properties. The provision is expected to be fully utilised by
November 2014. The final outcome depends upon the ability of the Group to sublet or assign the lease over the related properties.
62
Annual Report and Accounts 2008
22. Obligations under leases
Operating leases
The Group had annual commitments in respect of non-cancellable operating leases for which no provision has been made in these financial
statements (other than the onerous lease provision as disclosed in Note 21). Future minimum rentals payable under these operating leases are as
follows:
No later than one year
After one year but not more than
five years
After five years
Land
and
building
£’000
6,849
20,478
13,725
41,052
2008
Plant
and
machinery
£’000
1,597
915
–
2,512
Land
and
building
£’000
7,001
20,847
15,431
43,279
2007
Plant
and
machinery
£’000
2,186
2,236
–
4,422
Total
£’000
8,446
21,393
13,725
43,564
Total
£’000
9,187
23,083
15,431
47,701
The Group had annual commited revenue in respect of non-cancellable operating leases for which no accrual has been made in these financial
statements. Future minimum rentals receivable under non-cancellable operating leases are as follows:
Not later than one year
After one year but not more than five years
After five years
23. Share capital
Authorised:
Ordinary shares of 0.2p each
Issued and fully paid:
At 1 January and 31 December
2008
Land
and
buildings
£’000
296
779
546
1,621
2008
2007
Shares
£’000
Shares
500,000,000
1,000
500,000,000
104,158,950
208
104,158,950
2007
Land
and
buildings
£’000
622
1,803
903
3,328
£’000
1,000
208
Annual Report and Accounts 2008
63
Notes to the group financial statements (continued)
24. Reconciliation of movements in equity
Share
capital
£’000
Share
premium
account
£’000
Share-
based
payment
reserve
£’000
Investment Unrealised
gains
in treasury
reserve
shares
£’000
£’000
Retained
earnings
£’000
At 1 January 2007
Purchase of treasury shares
Share-based payments
Revaluation of available-for-sale
financial assets
Dividend paid
Profit for the year
At 1 January 2008
Purchase of treasury shares
Share-based payments
Revaluation of available-for-sale
financial assets
Dividend paid
Loss for the year
208
–
–
–
–
–
208
–
–
–
–
–
5,629
–
–
–
–
–
5,629
–
–
–
–
–
13
–
547
–
–
–
560
–
(29)
–
–
–
(298)
(2,371)
–
–
–
–
(2,669)
(265)
–
–
–
–
5,500
–
–
5,500
–
–
–
–
–
(1,600)
–
–
20,414
–
–
–
(3,124)
16,420
33,710
–
–
–
(3,966)
(3,349)
Total
equity
£’000
25,966
(2,371)
547
5,500
(3,124)
16,420
42,938
(265)
(29)
(1,600)
(3,966)
(3,349)
Balance at 31 December 2008
208
5,629
531
(2,934)
3,900
26,395
33,729
Share premium
The amount subscribed for share capital in excess of nominal value less any costs attributable to the issue of new shares.
Minority
interest
£’000
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
£’000
25,966
(2,371)
547
5,500
(3,124)
16,420
42,938
(265)
(29)
(1,600)
(3,966)
(3,349)
33,729
Share-based payment reserve
The share-based payment reserve is used to record the value of equity-settled share-based payment provided to the employees, as part of their
remuneration. Note 12 gives further details of these plans.
Investment in treasury shares
The Company has an Employee Share Trust (ESOT) for the granting of group shares to executives and senior employees. The Company acquired
147,219 of its own shares via the trust in November 2006. The total amount paid to acquire the shares was £297,920. The market value of the
shares held by ESOT on 20 February 2009 was £92,012 (25 February 2008: £157,156). The nominal value of each share is 0.2p.
The Company also has an Employee Benefit Trust (EBT) for the granting of group shares under the employee SAYE scheme. The Company
acquired 1,000,000 of its own shares via the trust in August 2007 and 200,000 of its own shares via the trust in March 2008. The total amount paid
to acquire the shares was £2,636,000. The market value of the shares held by EBT on 26 February 2009 was £768,000 (25 February 2008: £1,067,500).
The nominal value of each share is 0.2p.
Unrealised gains reserve
This reserve records fair value changes on available-for-sale financial assets.
25. Pensions costs and commitments
The Group operates defined contribution pension schemes for all its directors and certain employees. The assets of the schemes are held
separately from those of the Group in independently administered funds.
The Group, in 2008, made a contribution of a maximum of 5% of pensionable salaries and the cost of death-in-service benefits, where ‘old’
members of the existing defined contribution scheme, make contributions to the scheme.
The Group’s contributions for ‘new’ members of the defined contribution stakeholder scheme (those members who were part of the Aviva scheme
until the Group left the Aviva group in 2004) were 10% of pensionable salaries until the end of July 2007 where members contribute and the cost
of the death-in-service benefits. From August 2007 the Group’s contributions for these ‘new’ members of the defined contribution stakeholder
scheme reverted to a maximum 5% of pensionable salaries where members contribute, and the cost of the death-in-service benefits.
Total contributions to the defined contribution schemes in the year were £2.1m (2007: £1.9m).
There was an outstanding amount of £199,000 in respect of pensions as at 31 December 2008 (2007: £358,000).
64
Annual Report and Accounts 2008
26. Acquisitions during the year
Year ended 31 December 2008
On February 2008, the Group acquired the minority interest (4%) in property-careers.com Limited for a cash consideration of £126,000, and the
minority interest (26.5%) in Linear Financial Services Holdings Limited for a cash consideration of £150,000.
The combined effect of all acquisitions had the following effect on the Group’s assets and liabilities:
Goodwill arising on acquisition
Discharged by:
Cash
Year ended 31 December 2007
In 2007 the Group acquired the following:
Fair
value
£’000
276
276
●
●
ICIEA Limited, Intercounty Lettings Limited and ICIEAB Limited (collectively known as ‘ICIEA Limited Group’)†
Zenith Properties Limited†
● Martin Stewart partnership†
●
●
●
●
Vitalhandy Limited and David Frost Estate Agents Limited (collectively known as ‘Vitalhandy Limited Group’)†
JNP Estate Agents Limited, JNP Estate Agents (Princes Risborough) Limited, JNP Residential Lettings Limited (collectively known as
‘JNP Estate Agents Group’)†
JNP Surveyors Limited†
Thornton Hill (Rubery) Limited, Thornton Hill (Redditch) Limited, Thornton Hill (Bromsgrove) limited and Thornton Hill (Droitwich) Limited
(collectively known as ‘Thornton Hill companies’)‡
† acquired through LSLi Limited (75% subsidiary)
‡ acquired through your move.co.uk Limited (100% indirect subsidiary)
For acquisitions made by the Group during 2007, the date of acquisition and percentage of voting equity instrument acquired were shown as
follows:
ICIEA Limited Group
Zenith Properties Limited
Martin Stewart partnership
Vitalhandy Limited Group
JNP Estate Agents Group
JNP Surveyors Limited
Thornton Hill companies
Acquisition
date
% holding
1 Feb
1 Aug
1 Aug
1 Jul
7 Sep
7 Sep
2 Nov
87.5%
100%
100%
100%
80%
100%
100%
For the above acquisitions, where 100% interest had not been acquired, the shares held by the minority interest contain a call option (exercisable
by the Group) and a put option (exercisable by the minority shareholders). These options are considered to give the Group control over the
present access to the benefits of shareholding and hence the business combinations are accounted on the basis that 100% interest has
been acquired in the subsidiaries. The estimated amount payable to the minority shareholders under the put and call option is included in the
contingent consideration (note 20).
Annual Report and Accounts 2008
65
Notes to the group financial statements (continued)
26. Acquisitions during the year (continued)
The combined effect of all acquisitions had the following effect on the Group’s assets and liabilities:
Intangible assets
Property , plant and equipment
Trade and other receivables
Cash and cash equivalent
Trade and other payables
Corporation tax creditor
Deferred tax liabilities
Goodwill arising acquisition
Discharged by:
Cash
Loan notes (note 20)
Contingent consideration (note 20)
Book
value
£’000
–
400
1,221
1,590
(1,388)
(834)
(13)
976
Fair value
Adjustments
£’000
2,846
–
–
–
–
–
(797)
2,049
The goodwill of £5,239,000 comprises the value of expected synergies arising from the acquisition.
The summarised income statement of all acquisitions for the year ended 31 December 2007 was as follows:
Revenue
Operating profit
Finance income
Finance cost
Profit before tax
Current tax charge
Profit for the year
Fair
value
£’000
2,846
400
1,221
1,590
(1,388)
(834)
(810)
3,025
5,239
8,264
5,396
1,097
1,771
8,264
Total
£’000
9,823
798
26
(3)
821
(262)
559
The combined revenue of all acquisition from their respective date of acquisitions to 31 December 2007 amounted to £6.0m and the combined
profit for that period after tax amounted to £0.6m. If all the entities acquired in 2007 were acquired at the beginning of the year, the combined
Group revenue would have been £223.3m and the combined group profit after tax would have been £16.2m.
27. Client monies
As at 31 December 2008, client monies held by subsidiaries in approved bank accounts amounted to £21,423,033 (2007: £17,886,591). Neither this
amount, nor the matching liabilities to the clients concerned are included in the Group balance sheet, as the Group is not entitled to the benefit
from the use of the amount held in these accounts.
28. Financial instruments – risk management
The Group’s principal financial instruments comprise bank loans and other loans. The main purpose of these financial instruments is to raise
finance for the Group’s operations and to fund acquisitions. The Group has various financial assets and liabilities such as trade receivables, cash
and short -term deposits and trade payables, which arise directly from its operations.
The Group enters into derivative transactions, relating to the purchase of interest rate cap products. The purpose is to manage the interest cost
arising from the Group’s operations and its sources of finance.
It is, and has been throughout 2008 and 2007 the Group’s policy that trading in derivatives shall not be undertaken, apart from the interest rate cap
products mentioned above.
66
Annual Report and Accounts 2008
28. Financial instruments – risk management (continued)
The Group is exposed through its operations to one or more of the following financial risks:
●
●
●
Cash flow interest rate risk
Liquidity risk, and
Credit risk
Policy for managing these risks is set up by the Board following recommendations from the Group Finance Director. Certain risks are managed
centrally, while others are managed locally following communications from the centre.
The policy for each of the above risks is described in more detail below:
Cash flow interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating
interest rates.
It is currently the Group policy that the majority of external Group borrowings are variable interest based. This policy is managed centrally.
Operations are not permitted to borrow from external sources. Where the Group wishes to fix the amount of external variable rate debt, it
considers the use of cap products available to achieve the desired interest rate profile. The Group purchased an interest rate cap in September
2004 to protect itself against fluctuating interest rates on £25.9m of the Group’s borrowings initially (reducing in line with the loan repayments).
The borrowings tied to this cap were repaid in July 2006. This cap restricts the LIBOR to 6% until 30 September 2006 and 6.5% until 30 September
2007. The cap expired on 30 September 2007.
The Group purchased a further interest rate cap in August 2006 to protect itself against fluctuating interest rates on £30m of the Group’s
borrowings initially (reducing in line with the facility). This cap restricts the LIBOR to 6% on £30m of the facility until expiry on 24 August 2009.
As at the date of these financial statements, the cap had come into effect in September 2007 as the prevailing LIBOR rose above the 6% rate.
Although the Group accepts that this policy neither protects the Group entirely from the risk of paying rates in excess of current market rates nor
eliminates fully cash flow risk associated with interest payments, it considers that it achieves an appropriate balance of exposure to these risks.
At 31 December 2008, approximately 7% of the Group’s borrowings are at a fixed rate of interest (2007: 6%).
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the
Group’s loss before tax (through the impact on floating rate borrowings). There is no impact on the Group’s equity.
2008
2007
Increase/
decrease in
basis point
Effect on loss
before tax
£’000
+100
-100
+100
-100
(478)
478
(531)
531
Liquidity risk
The Group aims to mitigate liquidity risk by managing cash generation by its operations, dividend policy and acquisition strategy. Acquisitions
are carefully selected with authorisation limits operating up to Group board level and cash payback periods applied as part of the investment
appraisal process. In this way the Group aims to maintain a good credit rating to facilitate fund raising.
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial
investments and financial assets (eg accounts receivables, and other financial assets) and projected cash flows from operations. The Group’s
objective is to maintain a balance between continuity of funding and flexibility for potential acquisitions through the use of its banking facilities.
Annual Report and Accounts 2008
67
Notes to the group financial statements (continued)
28. Financial instruments – risk management (continued)
Liquidity risk (continued)
The table below summarises the maturity profile of the Group’s financial liabilities at 31 December 2008 based on contractual undiscounted
payments:
Year ended 31 December 2008
Interest bearing loans and
borrowings
Trade and other payables
Year ended 31 December 2007
Interest bearing loans and
borrowings
Trade and other payables
On demand
£’000
–
–
–
On demand
£’000
–
–
–
Less than
3 months
£’000
631
27,564
28,195
Less than
3 months
£’000
64
39,873
39,937
3 to 12 months
£’000
1 to 5 years
£’000
> 5 years
£’000
2,882
–
2,882
51,288
39
51,327
–
–
–
3 to 12 months
£’000
1 to 5 years
£’000
> 5 years
£’000
378
15
393
54,094
70
54,164
–
48
48
Total
£’000
54,801
27,603
82,404
Total
£’000
54,536
40,006
94,542
Capital management
The primary objective of the Group’s capital management is to ensure that it maintains appropriate capital structure to support its business
objectives and maximise shareholder value.
In the medium to long term, the Group will strive to maintain a reasonable leverage (ie balance between debt and equity) to help achieve the
Group’s business objectives of growth (through acquisitions and organic growth) and dividend policy. In the short term, the Group does not
have a set leverage ratio to be achieved but the directors monitor the ratio of net debt to operating profit to ensure that the debt funding is not
excessively high.
The Group has a current ratio of net debt to operating profit of 2.7:1 (2007: 1.3:1), net debt of £49.2m (2007: £48.7m) and operating profit before
exceptional costs, amortisation and share-based payment charge of £18.2m (2007: £37.2m). The business is cash generative with a low capital
expenditure requirement. In light of the unprecedented market conditions in 2008, the Group has suspended the payment of dividend for the
current financial year. However, the Group remains committed to its stated dividend policy of 30% to 40% of net profit and dividends will resume
once there is transparency of the timing of a recovery of volumes in the UK housing market. The Group’s main priority is on preserving and
generating cash to support its operations. Given current market conditions and the focus on preserving cash, the Group is unlikely to pursue
strategic acquisitions at this stage. However, the Group will continue to review the opportunity for investment in earning enhancing organic
growth going forward and at the same time, carefully reviewing the impact on the Group’s gearing ratio.
Iterest bearing loans and borrowings
Less: cash and short term deposit
Net debt
2008
£’000
49,884
(647)
49,237
2007
£’000
50,990
(2,326)
48,664
The liquidity risk of each Group entity is managed centrally by the Group treasury function. The Group’s cash requirement is monitored closely.
All surplus cash is held centrally to offset against the Group’s borrowings and reduce the interest payable. The type of cash instrument used
and its maturity date will depend on the Group’s forecast cash requirements. The Group has a revolving credit facility with a major banking
corporation to manage longer term borrowing requirements.
Credit risk
There are no significant concentrations of credit risk within the Group. The Group is exposed to a credit risk in respect of revenue transactions (ie
turnover from customers). It is Group policy, implemented locally, to obtain appropriate details of new customers before entering into contracts.
The majority of the estate agency customers use the Group’s services as part of a house sale transaction and consequently the debt is paid from
the proceeds realised from the sale of the house by the vendor’s solicitor before the balance of funds is transferred to the vendor. In addition,
during the year, the Group entered into a third party finance arrangement for the payment of HIPs. Any trade receivables arising from HIPs were
paid upfront by the third party finance company with no recourse. These minimise the risk of the debt not being collected.
68
Annual Report and Accounts 2008
28. Financial instruments – risk management (continued)
Credit risk (continued)
The majority of the surveying customers are large financial institutions and as such the credit risk is not expected to be significant. The maximum
credit risk exposure relating to financial assets is represented by carrying value as at the balance sheet date.
Interest rate risk profile of financial assets and liabilities
Treasury policy is described in note above. The disclosures below exclude short term receivables and payables which are primarily of a trading
nature and expected to be settled within normal commercial terms.
The interest rate profile of the financial assets and liabilities of the Group as at 31 December 2008 is as follows:
Fixed rate
Unsecured loans
Cash-settled share-based
payment
Interest rate cap
Floating rate
Cash and cash equivalents
Revolving credit facility
Unsecured loans
Within
1 year
£’000
(1,072)
–
13
Within
1 year
£’000
647
–
(201)
1-2 years
£’000
2-3 years
£’000
3-4 years
£’000
4-5 years
£’000
(74)
(153)
–
–
–
–
–
(100)
–
–
–
–
1-2 years
£’000
2-3 years
£’000
3-4 years
£’000
4-5 years
£’000
–
–
(41)
–
(47,772)
–
–
–
–
–
–
–
The effective interest rate and the actual interest rate charged on the loans is as follows:
Revolving credit facility
Other unsecured loans
Other secured loans
Unsecured loan notes
Unsecured bank loan
The interest rate profile of the financial assets and liabilities of the Group as at 31 December 2007 is as follows:
Fixed rate
Unsecured loans
Cash-settled share-based
payment
Interest rate cap
Floating rate
Cash and cash equivalents
Revolving credit facility
Secured loans
Unsecured loans
–
22
Within
1 year
£’000
2,326
(16,948)
(75)
(191)
Within
1 year
£’000
1-2 years
£’000
2-3 years
£’000
3-4 years
£’000
4-5 years
£’000
(136)
(1,033)
(10)
(69)
–
–
–
–
–
(34)
–
–
12
1-2 years
£’000
2-3 years
£’000
3-4 years
£’000
4-5 years
£’000
–
(17,000)
–
(191)
–
(13,501)
–
(31)
–
–
–
–
–
–
–
–
More than
5 years
£’000
–
–
–
More than
5 years
£’000
–
–
–
More than
5 years
£’000
–
–
–
More than
5 years
£’000
–
–
–
–
Total
£’000
(1,146)
(253)
13
Total
£’000
647
(47,772)
(242)
Effective rate
and actual rate
7.88%
6.31%
1.94%
5.00%
10.00%
Total
£’000
(1,179)
(103)
34
Total
£’000
2,326
(47,449)
(75)
(413)
Annual Report and Accounts 2008
69
Notes to the group financial statements (continued)
28. Financial instruments – risk management (continued)
Interest rate risk profile of financial assets and liabilities
The effective interest rate and the actual interest rate charged on the loans were as follows:
Unsecured bank loan
Unsecured loan notes
Revolving credit facility
Other unsecured loans
Effective rate
and actual rate
10.00%
5.00%
5.57%
5.30%
Fair values of financial assets and financial liabilities
Set out below is a comparison by category of carrying amounts and fair values of all of the Group’s financial instruments that are carried in the
financial statements:
Financial assets
Cash and cash equivalents
Interest rate cap
Available-for-sale financial asset
Financial liabilities
Interest-bearing loans and borrowings:
Floating rate borrowings
Fixed rate borrowings
Cash settled share-based payment
Contingent consideration
2008
2007
Book Value
£’000
Fair Value
£’000
Book Value
£’000
Fair Value
£’000
647
13
4,052
(48,014)
(1,146)
(253)
(471)
647
13
4,052
(48,014)
(1,100)
(253)
(451)
2,326
34
5,650
(47,937)
(1,282)
(103)
(1,771)
2,326
34
5,650
(47,937)
(1,260)
(103)
(1,750)
The fair values for the majority of the financial instruments have been calculated by discounting the expected future cash flows at interest rates
prevailing for a comparable maturity period for each instrument. The fair values of the interest rate caps are determined by reference to market
values for similar instruments.
29. Related party transactions
Consultancy fees and reimbursement of expenses to non-executive directors (net of VAT) during 2008 was £2,415 (2007: £2,418). No amount was
outstanding by the Group as at 31 December 2008 (2007: £nil).
There were no other related party transactions with directors in the year ended 31 December 2008 (2007: £nil) other than the remuneration paid to
the directors as disclosed in note 12.
30. Capital commitments
Capital expenditure contracted for but not provided
2008
£’000
91
2007
£’000
169
70
Annual Report and Accounts 2008
31. Principal subsidiary companies
The Group owns directly or indirectly the following issued and fully paid ordinary and preference share capital of its principal subsidiary
undertakings, all of which are incorporated in Great Britain and whose operations are conducted mainly in the United Kingdom:
name of subsidiary company
Holding
your-move.co.uk Limited
e.surv limited *
Homefast Property Services Limited
(formerly Homefast Property
Lawyers Limited)
property-careers.com Limited
First Complete Limited
Reeds Rains Limited *
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Linear Mortgage Network Limited
Ordinary shares
Linear Financial Services Limited
Ordinary shares
Chancellors Associates Limited
Ordinary shares
LSLi Limited*
ICIEA Limited
Barnwoods Limited*
David Frost Estate Agents Limited
JNP Estate Agents Limited
* held directly by the Company
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary ‘A’ shares
Ordinary ‘B’ shares
Non cumulative preference
redeemable shares
Ordinary shares
Ordinary ‘B’ shares
Ordinary ‘C’ shares
Proportion of
nominal value
of shares held
100%
100%
77.5%
100%
100%
100%
65%
86%
100%
75%
87.5%
95%
100%
nature of business
Estate agency and related activities
Surveying and valuation services
Provider of Home Information Packs
Training services
Financial services
Estate agency and related activities
Mortgage services
Mortgage services
Surveying and valuation services
Holding company
Estate agency and related activities
Surveying and valuation services
Estate agency and related activities
80%
Estate agency and related activities
Annual Report and Accounts 2008
71
Statement of directors’ responsibilities in relation to the parent company
Notes to the parent company financial statements (continued)
financial statements
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare
the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards
and applicable law). The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the
profit or loss of the Company for that period.
In preparing those financial statements, the directors are required to:
●
select suitable accounting policies and then apply them consistently;
● make judgements and estimates that are reasonable and prudent; and
●
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the
financial statements.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
72
Annual Report and Accounts 2008
Notes to the parent company financial statements (continued)
Auditors’ Report on the Company Financial Statements
Independent Auditors’ Report to the Members of LSL Property Services plc
We have audited the parent company financial statements of LSL Property Services plc for the year ended 31 December 2008 which comprise
the Company balance sheet and the related notes 1 to 14. These parent company financial statements have been prepared under the accounting
policies set out therein. We have also audited the information in the Directors’ Remuneration Report that is described as having been audited.
We have reported separately on the Group financial statements of LSL Property Services plc for the year ended 31 December 2008.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has
been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ 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 and the
Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and the parent company financial statements
in accordance with applicable United Kingdom law and Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set
out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the parent company financial statements and the part of the Directors’ Remuneration Report to be audited in
accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the parent company financial statements give a true and fair view and whether the parent company
financial statements and the part of the Directors’ Remuneration Report to be audited have been properly prepared in accordance with the
Companies Act 1985. We also report to you whether in our opinion the information given in the Parent Company Directors’ Report is consistent
with the financial statements. The information given in the Directors’ Report includes that specific information presented in the Chairman’s
Statement and Business Review that is cross referred from the Business Review section of the Directors’ Report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified by law regarding Directors’ Remuneration and other transactions is not
disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited parent company financial
statements. The other information comprises only the Directors’ Report, the unaudited part of the Directors’ Remuneration Report, the Chairman’s
Statement, Business Review, the Corporate Governance Report and the Corporate Social Responsibility Statement. We consider the implications
for our report if we become aware of any apparent misstatements or material inconsistencies with the parent company financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An
audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the parent company financial statements and
the part of the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgments made
by the directors in the preparation of the parent company financial statements, and of whether the accounting policies are appropriate to the
company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the parent company financial statements and the part of the Directors’ Remuneration
Report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also
evaluated the overall adequacy of the presentation of information in the parent company financial statements and the part of the Directors’
Remuneration Report to be audited.
Opinion
In our opinion:
●
●
the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting
Practice, of the state of the Company’s affairs as at 31 December 2008;
the parent company financial statements and the part of the Directors’ Remuneration Report to be audited have been properly prepared in
accordance with the Companies Act 1985; and
●
the information given in the Directors’ Report is consistent with the parent company financial statements.
Ernst & Young LLP
Registered auditor
Leeds
4 March 2009
Annual Report and Accounts 2008
73
Parent company balance sheet as at 31 December 2008
Notes to the parent company financial statements (continued)
Fixed assets
Tangible fixed assets
Investments
Other debtors
Current assets
Debtors
Creditors: amounts falling due within one year
net current liabilities
Total assets less current liabilities
Creditors: amounts falling due after one year
net assets
Capital and reserves
Called up share capital
Share premium account
Share-based payment reserve
Reserve for own shares
Profit and loss account
Equity shareholders’ funds
Note
3
4
5
5
6
7
10
11
11
11
11
2008
£’000
6 8
107,094
–
107,100
37,892
53,348
(15,456)
91,644
58,942
32,702
208
5,629
329
(2,934)
29,470
32,702
2007
£’000
107,992
13
108,013
47,760
50,891
(3,131)
104,882
63,957
40,925
208
5,629
463
(2,669)
37,294
40,925
The Company has elected to take exemption under Section 230 of the Companies Act 1985 to not present the parent company profit and loss
account.
The financial statements were approved by the Board on 4 March 2009 and were signed on its behalf by:
D A Fielding Director S D Embley Director
The accompanying notes are an integral part of these financial statements.
74
Annual Report and Accounts 2008
Notes to the parent company financial statements
Notes to the parent company financial statements (continued)
for the year ended 31 December 2008
1. Accounting policies
Basis of preparation of financial statements
The financial statements of the Company have been prepared under the historical cost convention, in accordance with applicable Accounting
standards in the United Kingdom and with those parts of the Companies Act 1985 applicable to companies reporting under UK GAAP.
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 December
2008. The Company’s financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£000) except
when otherwise indicated.
The Company has taken advantage of the exemption in paragraph of 2D of FRS 29 Financial Instruments: Disclosures and has not disclosed
information required by that standard, as the Group’s consolidated financial statements, in which the Company is included, provide equivalent
disclosures for the Group under IFRS 7 Financial Instruments: Disclosures.
Taxation
Current Tax
Current tax (UK corporation tax) is provided at amounts expected to be paid (or recovered) using the tax rates and laws that are enacted or
substantially enacted by the balance sheet date.
Deferred Tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date.
Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements that arise for in the
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be
regarded as more likely that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be
deducted.
Deferred tax is not recognised when fixed assets are revalued unless by the balance sheet date there is a binding agreement to sell the revalued
assets and the gain or loss expected to arise on sale has been recognised in the financial statements. Neither is deferred tax recognised when
fixed assets are sold and it is more likely than not that the taxable gain will be rolled over, being charged to tax only if and when the replacement
assets are sold.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to
reverse, based on tax rates and laws that are enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-
discounted basis.
Pensions costs
The Company operates a defined contribution pension scheme for employees of the Company. The assets of the scheme are invested and
managed independently of the finances of the Company. Contributions to the defined contribution scheme are recognised in the profit and loss
account in the period in which they become payable.
Share-based payment transactions
The share option programme allows group employees to acquire shares of the Company. The fair value of the options granted is recognised as
an employee expense with the corresponding increase in equity in the case of equity settled schemes. The fair value is measured at the grant
date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted
is measured using the Black Scholes model, taking into account the terms and conditions upon which the options were granted. Non-market
vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting
conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is recognised
irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting
condition.
The financial effect of awards by the Company of options over its equity shares to employees of subsidiary undertakings are recognised by the
company in its individual financial statements. In particular, the Company records an increase in its investment in subsidiaries with a credit to
equity equivalent to the FRS 20 cost in subsidiary undertakings.
Annual Report and Accounts 2008
75
Notes to the parent company financial statements (continued)
Notes to the parent company financial statements (continued)
for the year ended 31 December 2008
1. Accounting policies (continued)
Investment in subsidiaries
Investments in subsidiaries are stated at cost and reviewed for impairment if there are any indications that the carrying value may not be
recoverable.
Treasury shares
The Company has an Employee Share Trust (ESOT) for the granting of group shares to executives and senior employees. Shares in the Company
held by the Employee Share Trust are treated as treasury shares and presented in the balance sheet as a deduction from equity. Dividends
earned on shares held in the trust have been waived.
Financial instruments
Financial assets and financial liabilities are recognised in the Company’s Balance Sheet when the Company becomes a party to the contractual
provisions of the instrument. Financial assets are de-recognised when the Company no longer has the rights to cash flows, the risks and rewards
of ownership or control of the asset. Financial liabilities are de-recognised when the obligation under the liability is discharged, cancelled or
expires. All regular way purchases and sales of financial assets are recognised on the trade date, being the date that the Company commits
to purchase or sell the asset. Regular way transactions require delivery of assets within the timeframe generally established by regulation or
convention in the market place. The subsequent measurement of financial assets depends on their classification.
The Company’s accounting policy for each category of financial instruments is as follows:
Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value less directly attributable transaction costs. After initial recognition, interest-bearing
loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses arising on repurchase,
settlement or otherwise cancellation of liabilities are recognised respectively in investment income and finance costs.
Interest bearing loans and borrowings (continued)
Finance costs comprise interest payable on borrowings calculated at the effective interest rate method and recognised on an accruals basis,
together with dividends paid.
Borrowing costs are recognised as an expense when incurred.
Derivative financial instruments
The Company uses derivative financial instruments such as interest rate caps to hedge its risks associated with interest rate fluctuations. Such
derivative financial instruments are stated at fair value. The fair value of interest rate swap contracts is determined by reference to market values
for similar instruments.
The directors have taken advantage of FRS29 and have excluded disclosures relating to financial instruments from the financial statements on
the basis that the financial instruments of the Company are included within the consolidated financial statements of the Group.
Tangible fixed assets
Tangible fixed asset is stated at cost less accumulated depreciation and accumulated impairment losses. Such cost includes costs directly
attributable to making the asset capable of operating as intended.
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value of each asset evenly
over its expected useful life as follows:
Fixture, fittings and computer equipment
–
over 5 years
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value
may not be recoverable.
76
Annual Report and Accounts 2008
Notes to the parent company financial statements (continued)
2. Company (loss)/profit for the financial year after tax
The Company has not presented its own profit and loss account as permitted by Section 230 of the Companies Act 1985. The loss after tax for the
year was £3,858,000 (2007: profit £31,960,000).
3. Tangible fixed assets
As at 31 December 2008
Cost
At 1 January 2008
Additions
At 31 December 2008
Depreciation
At 1 January 2008
Charge for the year
At 31 December 2008
Carrying amount
At 31 December 2008
At 31 December 2007
Fixtures,
fittings and
computer
equipment
£’000
9
–
9
1
2
3
6
8
4. Investments in group undertakings
Details of the subsidiaries held directly and indirectly by the Company are shown in note 31 to the Group financial statements.
At 1 January
Additions
Adjustment for contingent consideration
Adjustments for share-based payment
At 31 December
2008
£’000
107,992
–
(754) –
(144) –
107,094
2007
£’000
105,847
2,145
107,992
In 2008, an adjustment of £144,000 decrease (2007: £411,000 increase) on investment in subsidiaries for the share-based payment, representing
the financial effects of awards by the Company of options over its equity shares to employees of subsidiary undertakings.
In August 2007, the Company set up LSLi Limited (a 75% subsidiary) to acquire other estate agency companies. The Company has a ‘put and call
option’ on the remaining 25% of the shares in LSLi Limited. In 2007, the Company estimated the payout under the ‘call option’ to be £754,003 and
included the same as a cost of investment. This amount was also included under note 10. In 2008, the Company estimates the payout under the
‘call option’ to be nil and thus, adjustment to reduce the cost of investment has been made.
In July 2007, the Company paid £950,000 to subscribe for the 95% share capital of Barnwoods Limited.
Annual Report and Accounts 2008
77
Notes to the parent company financial statements (continued)
Notes to the parent company financial statements (continued)
for the year ended 31 December 2008
5. Debtors
Current
Deferred tax asset (note 8)
Corporation tax debtor
Other debtors
Prepayments
Amounts owed by Group undertakings
non-current
Prepayments
6. Creditors: amounts falling due within one year
Loans (note 9)
Accruals
Amounts owed to group undertakings
7. Creditors: amounts falling due after one year
Loans (note 9)
Contingent consideration
Accruals
2008
£’000
16
6,180
–
18
31,678
37,892
2007
£’000
14
3,642
207
13
43,884
47,760
–
13
2008
£’000
–
624
52,724
53,348
2008
£’000
58,942
–
–
58,942
2007
£’000
16,948
380
33,563
50,891
2007
£’000
63,106
754
97
63,957
Contingent consideration
In 2007, £754,000 of contingent consideration was payable to third parties in relation to the acquisition of its subsidiaries during the year. This
is payable between three and five years after the acquisition dates. The consideration was recorded at a fair value of on acquisition using a
discount rate of 7 per cent since it was considered, that payment was probable and can be measured reliably. In 2008, the Company’s estimate of
the contingent consideration is nil.
8. Deferred tax asset
Deferred tax asset at 1 January
Deferred tax credit/(charge) in income statement for the year
Deferred tax asset at 31 December
Deferred tax asset is in relation to a short term timing difference.
2008
£’000
14
2
16
2007
£’000
48
(34)
14
78
Annual Report and Accounts 2008
Notes to the parent company financial statements (continued)
9. Loans
Amounts falling due
In one year or less
In more than one year but not more than two years
2008
£’000
–
58,942
58,942
2007
£’000
16,948
63,106
80,054
Secured bank loans – Revolving credit facility
The secured bank loans totalling £58.9m (2007: £80m) are secured by a debenture over the Group’s assets excluding the following subsidiaries,
Lending Solutions Limited, First Complete Limited and its subsidiaries, property-careers.com Limited, Chancellors Associates Limited and LSLi
Limited and its subsidiaries.
The secured bank loans relate to the revolving credit facility. The utilisation of this revolving credit facility may vary each month as long as this
does not exceed the maximum £75m facility (2007: £95m). The banking facility expires in July 2010 but can be extended at that date until July 2011
only at the option of the Company.
The interest rate applicable to the facility is LIBOR plus a margin rate of 2.0% (2007: 0.65%). The margin rate is linked to the leverage ratio of the
Group and the margin rate is reviewed at six monthly intervals.
10. Called up share capital
Authorised
Ordinary shares of 0.2p each
Issued and fully paid:
At 1 January and 31 December
2008
Shares
£’000
2007
Shares
500,000,000
1,000
500,000,000
£’000
1,000
104,158,950
208
104,158,950
208
11. Reconciliation of movements in shareholders’ funds
Share
capital
£’000
Share
premium
account
£’000
208
–
–
–
–
208
–
–
–
–
208
5,629
–
–
–
–
5,629
–
–
–
–
5,629
Share-
based
payment
reserve
£’000
13
450
–
–
–
463
(134)
–
–
–
329
Reserve for
own shares
£’000
Profit and
loss account
£’000
(298)
–
(2,371)
–
–
(2,669)
–
(265)
–
–
(2,934)
8,458
–
–
(3,124)
31,960
37,294
–
–
(3,966)
(3,858)
29,470
Total
£’000
14,010
450
(2,371)
(3,124)
31,960
40,925
(134)
(265)
(3,966)
(3,858)
32,702
At 1 January 2007
Share-based payments
Purchase of treasury shares
Dividend paid
Profit for the year
Balance at 31 December 2007
Share-based payments
Purchase of treasury shares
Dividend paid
Profit for the year
Balance at 31 December 2008
For a description of the reserves refer to note 24 of the Group financial statements.
Share premium
The amount subscribed for share capital in excess of nominal value less any costs attributable to the issue of new shares.
Share-based payment reserve
This represents the amount provided in the year in respect of share awards. The Company operates a Long Term Incentive Plan and a number of
Save As You Earn schemes for the employees in the Company and the Group. See note 12 of the Group financial statements for detail of the Long
Term Incentive Plan and the Save As You Earn schemes.
Annual Report and Accounts 2008
79
Notes to the parent company financial statements (continued)
Notes to the parent company financial statements (continued)
for the year ended 31 December 2008
12. Pensions costs and commitments
The Company operates defined contribution pension schemes for all its directors and employees. The assets of the schemes are held separately
from those of the Company in independently administered funds.
The Company’s contributions for ‘old’ members of the existing defined contribution section of the scheme (those members who have always been
in this scheme) throughout 2008, were a maximum of 5% of pensionable salaries where members contribute and the cost of the death-in-service
benefits.
The Company’s contributions for ‘new’ members of the defined contribution stakeholder scheme (those members who were part of the Aviva
scheme until the Company left the Aviva group in 2004) were 10% of pensionable salaries until the end of July 2007 where members contribute
and the cost of the death-in-service benefits. From August 2007 the Company’s contributions for these ‘new’ members of the defined contribution
stakeholder scheme reverted to 5% of pensionable salaries where members contribute, and the cost of the death-in-service benefits.
Total contributions to the defined contribution schemes in the year were £15,694 (2007: £56,038).
There were no outstanding amounts in respect of pensions as at 31 December 2008 (2007: £nil).
13 Related party transactions
The Company has taken advantage of the exemption under FRS8 where disclosure is not required of transactions with subsidiary undertakings
90% or more of whose voting rights are controlled within the Group and where the Company’s own financial statements are presented together
with its consolidated financial statements.
14. Capital commitments
The Company had no capital commitments as at 31 December 2008 (2007: none).
80
Annual Report and Accounts 2008
Definitions
“Adjusted Basic Earnings Per Share”
Is defined at note 10 of the Financial Statements
“AGM”
Annual General Meeting
“Barnwoods”
Barnwoods Limited
“C&G”
Cheltenham & Gloucester
“Chancellors Associates”
Chancellors Associates Limited
“Combined Code”
Combined Code on Corporate Governance published by the
Financial Reporting Council in 2006
“Company”
LSL Property Services plc
“EPC”
Energy performance certificate
“e.surv”
e.surv Limited
“First Complete”
First Complete Limited
“Frosts”
David Frost Estate Agents Limited
“HIP”
Home Information Pack
“Intercounty”
ICIEA Limited
“IFRS”
International Financial Reporting Standards
“JnP”
JNP Estate Agents Limited
“Linear”
Linear Mortgage Network and Linear Financial Services
“Linear Financial Services”
Linear Financial Services Limited
“Linear Mortgage network”
Linear Mortgage Network Limited
“LSLi”
LSLi Limited and its subsidiaries JNP, Intercounty and Frosts
“LSL” or “Group”
The Company and its subsidiaries
“LSL” or “LSL Corporate Client Department”
is a trading name of First Complete
“net Debt”
is defined as financial liabilities less cash and cash equivalents
“Openwork”
Openwork Holdings Limited
“property-careers.com”
Property-careers.com Limited
“Reeds Rains”
Reeds Rains Limited
“Underlying Operating Profit/Loss”
is before exceptional costs, amortisation of intangible assets and
share based payments
“Your Move”
your-move co.uk.Limited
Annual Report and Accounts 2008
81
Investor Information
Company details
LSL Property Services Plc
Registered in England (Company Number 5114014)
Registered Office
Newcastle House, Albany Court, Newcastle Business Park, Newcastle Upon Tyne, NE4 7YB
Telephone 01904 715324
Facsimile 01904 715354
E-mail enquiries@lslps.co.uk
Website www.lslps.co.uk
Share listing
LSL Property Services plc 0.2 pence ordinary shares are listed on the London Stock Exchange under ISIN GB00BIG5HX72
Registrar
Capita Registrars
Northern House, Woodsome Park, Fenay Bridge, Huddersfield, HD8 0LA United Kingdom
Telephone 0871664 0300 (calls cost 10p per minute plus network extras)
Facsimile 01484 600911
Website www.capitaregistrars.com
Email shareholder.services@capitaregistrars.com
If you move, please do not forget to let the Registrars know your new address
Provisional calendar of events
Preliminary Results Released
AGM Proxy Form Deadline
AGM
4 March 2009
2.30pm on 20 April 2009
2.30pm 22 April 2009
The AGM will be held at the offices of Buchanan Communications, 45 Moorfields, London, EC2Y 9AE. The notice to shareholders details the proposed
resolutions.
In accordance with its Articles of Association, LSL publishes shareholder information, including notice of AGMs and the Annual Report and Accounts on
its website, www.lslps.co.uk. Reducing the number of communications sent by post not only results in cost savings to LSL, it also reduces the impact that
unnecessary printing and distribution of reports has on the environment.
At the 2007 AGM, a resolution was passed to amend LSL’s Articles of Association to take full advantage of the provisions in the Companies Act 2006 in relation
to electronic communications. In particular, the provisions enable all communications between the shareholders and LSL to be made in electronic form.
Documents will be supplied via LSL’s website to shareholders who have not requested a hard copy, or provided an e-mail address to which documents of
information may be sent. Where a shareholder has consented to receive information via the website, a letter will be sent to the shareholder on release of any
information directing them to the website.
If a shareholder wishes to continue to receive hard copy documents they should contact Capita Registrars (details above).
82
Annual Report and Accounts 2008
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LSL Property Services plc
Registered in England (Company Number 5114014)
Registered Office:
Newcastle House, Albany Court, Newcastle Business Park, Newcastle upon Tyne, NE4 7YB
Telephone 01904 715324
Facsimile 01904 715354
E-mail enquiries@lslps.co.uk
Website www.lslps.co.uk
Annual Report and Accounts 2008