TIDMOTMP
RNS Number : 7280O
OnTheMarket plc
14 June 2022
14 June 2022
ONTHEMARKET PLC
("OnTheMarket", the "Group" or the "Company")
FULL-YEAR RESULTS TO 31 JANUARY 2022
Significant strategic progress in creating a differentiated,
tech-enabled property business
OnTheMarket plc (AIM: OTMP), the majority agent-owned company
which operates the OnTheMarket.com property portal, today announces
its audited results for the year ended 31 January 2022.
Highlights of the year
Year ended 31 January 2022 2021 Change
Group revenue GBP30.4m GBP23.0m 32%
Adjusted operating profit(1) GBP2.7m GBP2.4m 13%
Operating (loss) / profit GBP(0.6)m GBP1.2m GBP(1.8)m
Profit after tax GBP0.1m GBP2.7m GBP(2.6)m
Year-end cash GBP8.4m GBP10.7m (21)%
ARPA(2) GBP188 GBP142 32%
Average advertisers(3) listed 13,296 13,285 -
Total advertisers at 31 Jan 13,732 12,687 8%
Traffic / visits(4) 283m 267m 6%
Average monthly leads per
advertiser 117 117 -
-- Revenue and ARPA up 32%, reflecting growth in paying
customers, the migration of customers on discounted rates towards
full-tariff contracts, continued growth in new homes revenues and
COVID-19 customer support discounts that totalled GBP2.6m in
2021.
-- Adjusted operating profit up 13% to GBP2.7m (2021: GBP2.4m),
in part reflecting a 80% increase in marketing expenditure to
GBP10.6m (2021: GBP5.9m).
-- Cash generated from operating activities of GBP3.7m (2021:
GBP5.1m), reflecting cash generated by Agents' Mutual Limited
("Agents' Mutual"), partially offset by investment in Glanty
Limited ("Glanty") since acquisition.
-- Strong balance sheet, with year-end cash of GBP8.4m (31
January 2021: GBP10.7m) after the acquisition of Glanty, strategic
investments and full furlough scheme repayment in the period, which
together represented GBP2.6m of cash payments.
-- Focus on valuation leads(5) , up 58% from FY21, and serious
property-seekers, with site visits up 6% to a record 283m (2021:
267m).
Strategic and corporate developments
OnTheMarket has continued to make significant progress with its
strategy of building a differentiated, technology-enabled property
business based on the following pillars:
-- Portal
o A complete refresh of the user experience at OnTheMarket.com,
launching our new website, logo and branding.
o To emphasise that OnTheMarket features thousands of newly
listed properties 24 hours or more before Rightmove or Zoopla every
month, 'New & exclusive' properties, together with properties
featured on OnTheMarket.com and not on either Rightmove or Zoopla
("totally exclusive"), are now labelled as 'Only With Us'.
-- Software solutions
o Completed the acquisition of Glanty. Product development is
ongoing, in particular the development of a CRM system and an
associated product targeted at the sales market, complimenting the
teclet lettings product already available.
o Commercial partnership with Canopy to give all our agency
customers the opportunity for free and unlimited comprehensive
tenant referencing check, potentially saving them thousands of
pounds a year.
-- Data and market intelligence
o Commercial partnership with Sprift Technologies to provide our
customers with 'best-in-class' data and market intelligence tools
and, more recently, a full-service canvassing and prospecting
system.
o Release of our monthly OnTheMarket Property Sentiment Index,
with a unique focus on buyer and seller confidence, determined from
consumer responses to questions with an average response rate of
over 120,000 per month.
-- Communications and marketing
o A new marketing and communications strategy, with new TV
creative to drive increased levels of consumer awareness amongst
serious property seekers and generate valuation leads for
customers.
-- "Get Real About Moving. Get OnTheMarket."
o Commercial media partnership signed with Reach plc, the UK's
largest commercial news publisher, to further boost consumer
engagement.
Outlook
-- Positive start to FY23 with current trading in line with the Board's expectations.
-- UK residential property markets remain very active, with
demand for properties significantly outweighing supply,
notwithstanding a slight recent rebalancing as the level of new
instructions increased.
-- The Board believes that the Group's recent operational and
financial progress, together with a substantial, loyal advertiser
base, provides a strong platform for the implementation of its
strategy.
Jason Tebb, Chief Executive Officer, commented:
"I am delighted to be reporting a strong set of results which
show that our strategy is working. Having listened and engaged with
thousands of agents we are more convinced than ever in our strategy
of building a differentiated, tech-enabled property business.
With our strong performance and momentum in the business the
future remains very exciting for OnTheMarket. We are continuing to
deliver increased value to our customers and serious property
seekers, with innovative new products and a refreshed brand.
I would like to thank the OnTheMarket team for their hard work
and commitment to delivering for all of our stakeholders."
Analyst and investor presentations
A presentation will be held at 9.00am today. Please contact
OTM@tulchangroup.com for further information.
The Group will also provide a live presentation relating to the
preliminary results via the Investor Meet Company platform on 21
June 2022 at 5:00pm BST. Investors can sign up to Investor Meet
Company for free and add to meet ONTHEMARKET PLC via:
https://www.investormeetcompany.com/onthemarket-plc/register-investor
1) Adjusted operating profit is defined as operating profit
before share-based payments (including charges relating to shares
issued for agent recruitment), specific professional fees and
non-recurring items. This is an alternative performance measure and
should not be considered an alternative to IFRS measures, such as
revenue or operating profit or loss. Please see the Financial
Review and Key Performance Indicators section below for a
reconciliation of operating profit to adjusted operating loss /
profit.
2) Average revenue per property advertiser, being revenues due
from property advertisers before the deduction of non-cash
share-based agent recruitment charges for a period divided by the
average number of property advertisers for that period. ARPA
presented herein is the average of the monthly ARPAs for the year.
A property advertiser is a listed agency branch or a new home
development advertising on OnTheMarket.com.
3) Advertisers are either estate and lettings agent branches or
new homes developments listed at OnTheMarket.com.
4) Visits comprise individual sessions on OnTheMarket.com's
web-based portal or mobile applications by users for the period
indicated as measured by Google Analytics.
5) Valuation leads are email requests for a sales or lettings valuation to an agent.
For further information, please contact:
OnTheMarket
Jason Tebb, Chief Executive Officer
Clive Beattie, Chief Financial Officer 0207 353 4200
Tulchan Communications
Giles Kernick
Oliver Norgate
Barnaby Harrison 0207 353 4200
Zeus (Nominated Adviser and Joint Broker)
Jamie Peel, Martin Green, James Hornigold
(Investment Banking)
Benjamin Robertson (Corporate Broking) 0203 829 5000
Shore Capital (Joint Broker)
Daniel Bush, John More (Corporate Finance)
Fiona Conroy (Corporate Broking) 0207 408 4090
Background on OnTheMarket:
OnTheMarket plc, the majority agent-owned company which operates
the OnTheMarket.com property portal, is a leading UK residential
property portal provider.
Its objective is to create value for shareholders and property
advertiser customers by delivering an agent-backed, technology
enabled portal - offering a first-class service to agents and new
homes developers at sustainably fair prices and becoming the go-to
portal for serious property-seekers.
OnTheMarket provides a unique opportunity for agents to
participate in the equity value of their own portal. Agent backing
and support enable OnTheMarket to display 'Only With Us' properties
which are either exclusive properties advertised at OnTheMarket.com
by customers who do not list their properties with either Rightmove
or Zoopla, or properties listed 24 hours or more before agents
release these properties to Rightmove or Zoopla.
Chairman's Statement
I am pleased to report OnTheMarket's full year results to 31
January 2022.
The year saw positive momentum in the Group's strategy of
creating a differentiated, tech-enabled property business across
the broader property ecosystem. Our vision is to build the business
around four key strategic pillars, namely:
Property portal
Software solutions
Data and market intelligence
Communications and marketing
We have seen significant progress in each of these areas during
the year, which Jason Tebb, Chief Executive Officer, will detail
further in his report below.
The team's achievements are even more impressive as they were
delivered in a year which saw continued macroeconomic uncertainty
from the COVID-19 pandemic. The interests of stakeholders and
communities remain the driving factor in our decision making. The
executive team continued its impressive management of the business
in the face of these challenges, and as a measure of their success
we were proud to have been able to repay in full the furlough
scheme monies we had received in 2020.
The Group delivered a strong performance in FY22. Agency
revenues benefitted from the growth in paying customers during the
latter part of FY21, which saw us start FY22 with a higher monthly
revenue run rate versus FY21, combined with the continued migration
of customers on discounted rates towards full-tariff contracts. Our
new homes business also showed strong growth in both developments
listed and revenues generated.
In May 2021 we completed the acquisition of Glanty, which
operates under our Software Solutions pillar, offering
subscription-based software solutions to help agents operate more
efficiently and effectively, as well as a providing us with a
pipeline of products under development.
Outlook
UK residential property markets remain very active, with demand
for properties significantly outweighing supply. We are committed
to supporting our agent and housebuilder customers with improved
and more extensive products and services that reflect these market
conditions, whilst providing consumers with tools and content that
we believe make OnTheMarket.com a must visit site for serious
property seekers. Our aim is to deliver increasing value to all our
stakeholders.
Our people remain our most valuable asset. Once again, I am
extremely grateful to them for their dedication during the year. I
would also like to extend my thanks to our shareholders, customers
and suppliers for their ongoing support.
Christopher Bell - Independent Non-Executive Chairman
Chief Executive Officer's Report
I am delighted to be making this statement after my first full
year as Chief Executive Officer of OnTheMarket, and I am pleased to
outline the strong results delivered by the Group and the
significant steps we are taking in creating a differentiated,
tech-enabled property business across our four strategic
pillars.
FY22 saw extremely high activity levels in the UK residential
property market. The change in working patterns saw property
seekers re-evaluating their housing wants and needs. This,
alongside a highly competitive mortgage market and low interest
rates, created exceptional demand for UK residential properties
during the year.
I have been particularly pleased by the value we are able to
provide to our agent and housebuilder customers as market activity
continued apace. FY22 was a record year for site visits, and we
have established our position as a leading property search site for
the most serious property seekers in the UK. In particular, during
the year we sought to provide increasing numbers of valuation leads
to our agent customers to combat the challenging market conditions
they faced, which saw low levels of new property instructions
coming to market. I am pleased to report our valuation leads
increased 58% from FY21.
We have remained committed to our sustainably low listing fees,
alongside first-class service for all stakeholders and we continue
to offer a unique proposition to the industry due to our agent
ownership of c60%.
We continue to engage with our agent customers, including my
'listening tour' of Town Hall events and 1-1 clinics. As a direct
result of the conversations we have had, the most significant
changes to our offering since launch in January 2015 have been
implemented. In the last year, we launched a new brand, a new
OnTheMarket website with a completely re-designed user experience,
and a new TV creative. Feedback from our clients demonstrates that
these initiatives have been well received.
Advertiser customers
Agency branches listing at OnTheMarket.com were up 8% to 11,451
as at 31 January 2022 (2021: 10,645). The percentage of agency
advertisers on paying contracts at the year-end was 90% (2021:
93%).
New homes advertiser numbers continued to grow strongly
throughout the period, with 2,281 developments listed at 31 January
2022, up 12% from 2,042 at 31 January 2021. Our objective is to
deliver housebuilders increasing value through access to highly
motivated and active property seekers and the delivery of
increasing numbers of high-quality leads. We are pleased with the
progress we have made in this area over the last 12 months.
Total property advertisers were therefore 13,732 on 31 January
2022 (2021: 12,687), an increase of 8%.
Financial performance
Group revenue and ARPA were up 32% to GBP30.4m and GBP188,
reflecting growth in paying customers, the migration of customers
on discounted rates towards full-tariff contracts, continued growth
in new homes revenues and COVID-19 customer support discounts that
totalled GBP2.6m in 2021.
Average monthly agency ARPA in the year to 31 January 2022 was
up 36% to GBP204 (2021: GBP150), whilst new homes average monthly
ARPA increased to GBP100, up 20% from GBP83 in the year to 31
January 2021.
Further details on the Group's financial performance are set out
in the Financial Review and Key Performance Indicators section.
OnTheMarket's vision
In September 2021, after extensive consultation with our
customers and staff, we unveiled our company's mission
statement:
Listening. Innovating. Delivering.
This is our commitment to all our customers and stakeholders and
serves to provide purpose and goals to our team in realising our
shared vision.
We are building a differentiated, technology-enabled property
business, providing a suite of tools and services for agents,
housebuilders, advertisers and consumers alike. We aim to offer
'best-in-class' products and platforms across the broader property
ecosystem.
Our vision is structured around four core strategic 'pillars'
through which to drive our future growth. These pillars are being
built through a mix of in-house developments, partnerships with
specialist providers and, where appropriate, strategic
acquisitions.
The four pillars are:
1. an engaging and relevant property portal that attracts the
most serious property seekers;
2. software solutions to meet evolving customer needs;
3. the provision of leading data and market intelligence; and
4. a leading communications and marketing capability, both on
behalf of, and in conjunction with, our customers.
1. Property portal
In December 2021 we embarked upon a complete refresh of the user
experience ("UX") at OnTheMarket.com, launching our new website,
logo and branding. Following an extensive period of consumer
research, customer engagement, testing and product development,
this refresh constitutes the largest ever upgrade to our features
and functionality.
The new user interface and features have been re-designed from
the ground up, with a suite of upgrades, features and improvements.
Many of our decisions were based on suggestions from our agent
community or consumers. Improvements include functionality
utilising intuitive search such as Wish List, Help Me Choose,
Travel Time Search and Street Search, as well as UX updates to Ask
The Agent, Reserve Buyers List and Viewing Time Requests. The new
functionality represents one of our core priorities: combining
traditional 'tried and tested' agency principles with modern
technological solutions, allowing us to help our customers operate
in the most time-efficient, commercially minded manner.
To emphasise that OnTheMarket features thousands of newly listed
properties 24 hours or more before Rightmove or Zoopla every month,
what were called 'New & exclusive' properties, together with
properties featured at OnTheMarket.com and not on either Rightmove
or Zoopla ("totally exclusive"), are now labelled as 'Only With
Us'. A new countdown timer feature has been added to show consumers
how long remains until the Only With Us listing will be made
available on Rightmove or Zoopla. Properties totally exclusive to
OnTheMarket are still labelled as Only With Us, but do not feature
the countdown timer.
The new logo and branding demonstrate an evolution of the
original 'map marker' imagery, representing a more
consumer-centric, contemporary approach, illustrating the continued
evolution of OnTheMarket into a property-technology company. The
branding and execution were featured in the new TV advert and
supported the multi-platform campaign that launched in late
December 2021. More on this is outlined under "Communications and
Marketing" below.
2. Software solutions
As a technology-enabled property business, OnTheMarket is
committed to continuing to evolve and innovate to meet the needs of
our customers and consumers.
Our strategy is to become an indispensable resource for
consumers by providing exclusive property listings, detailed
property data, intuitive tools and expert content to help make
their property journey easier to navigate. We have adopted a rapid
and agile development strategy, driven by consumer behaviours, and
providing intuitive solutions to problems faced by customers or
consumers.
In addition to this, we seek to empower agents by developing
information-led solutions that enable them to operate more
efficiently and support their businesses whilst simultaneously
generating more high-quality leads and adding greater value to
them.
In May 2021 we completed the acquisition of Glanty. Investment
in product development is ongoing, in particular the development of
a CRM system and an associated product targeted at the sales
market, complementing the teclet lettings product already
available. In January 2022 we began a series of beta-test sessions
with agents, and we have recruited a new head of sales with
experience in the CRM space to lead our activities as we launch
Glanty's new products and services.
In May 2021 we also signed a commercial partnership with Canopy,
a residential lettings platform, enabled by open banking and
providing tenants with the ability to report rental payments to the
two main UK credit agencies (Experian and Equifax) to improve their
credit history and score. This commercial partnership gives all of
our estate agency customers free, unlimited tenant referencing,
potentially saving them thousands of pounds a year. With the
private rental sector currently estimated to include 4.4 million
households in the UK, this gives us the chance to create
higher-quality, pre-qualified leads and more value for our
advertisers. The Canopy partnership was well received, being
praised regularly at our "Town Hall" events, which led us to extend
this arrangement beyond the initial twelve-month period.
With a market in which agents have been experiencing
historically low levels of new property sales and lettings
instructions at the forefront of our minds, we put particular focus
on generating high-quality valuation leads for our customers. As a
result, we launched an automated call service partnership with
Callwell to provide agents with real-time connections to potential
clients who use our automated valuation model ("AVM"). These
potential vendors represent very high-quality leads and the ability
to connect immediately by phone is a competitive advantage to
agents when securing instructions, with 60% of calls connected
leading to a valuation appointment being booked on the call. We
also released our AgentVal tool, allowing agents to use our AVM
within their own website, free of charge to our customers, and
demonstrating that we are providing increased levels of value to
our agents' own websites as well as at portal level.
Our engagement with our customers through our beta-testing,
working groups and "Town Hall" events has led to a series of "by
popular-demand" improvements on site, including improved
functionality within our back office OnTheMarket Expert, the
addition of lead history information, new labels on site to improve
the user experience (chain free, EV charger, auction), the support
of what3words in a listing description and enrichments to
properties with additional information (EPC, broadband, mobile
data). We also introduced a development display label for our new
homes customers, allowing them to promote listings across a whole
development.
In January 2022 we released the functionality for our exclusive
agreement with Autoenhance.ai Limited, providing our customers with
its photo enhancement software services. The image enhancements are
designed to display properties to generate greater customer
engagement and therefore more high-quality leads to our customers.
Initially available to those who upload properties manually, we are
currently looking at extending this to those who upload via CRM
software.
Also in January 2022, we announced an exclusive commercial
partnership with Brickflow, the UK's new comparison site for
development finance, which will provide our customer agents with
the ability to instantly connect their property developer clients
with lenders and earn significant additional revenue on land deals.
This new partnership with us is a sector-first in the portal space,
offering a valuable service to housebuilders and developers, whilst
also enabling estate agents to offer an additional service to their
land and new homes departments.
3. Data and market intelligence
We have continued to innovate and develop the data-led services
that our clients need to win instructions, convert leads and
operate efficiently. Key feedback raised consistently during our
customer engagement has been the requirement for more data for
conducting valuations and the provision of enhanced market
intelligence.
In May 2021 we signed an exclusive commercial partnership with
Sprift Technologies, an award-winning property data specialist.
This relationship benefits our customers with free market appraisal
guides which are powered by the Sprift platform via our own
back-office system, OnTheMarket Expert.
The guides provide enhanced data and market intelligence on
residential properties for both sales and lettings, supporting our
agent customers in providing expert valuations and winning new
instructions, increasing the value they receive from listing at
OnTheMarket.com.
In January 2022 we extended our partnership with Sprift and
announced exclusive access for our agent and housebuilder customers
to Sprift's prospecting tool, SmartMail. SmartMail is a
full-service canvassing and prospecting system that enables
multi-trigger mailings to be sent directly to specifically targeted
properties, including those listed with another agent or currently
not on the market at all.
Agents can use SmartMail to specify which events trigger alerts
for specific homes, for example a newly listed property or one
which has been on the market for a set period of time. Agents can
also prospect or canvass for instructions in specific streets or
areas, as well as by type or value.
In July 2021 we released our OnTheMarket Property Sentiment
Index. This monthly report has a unique focus on buyer and seller
confidence and mover attitudes towards mortgage borrowing. The
insights contained with the Property Sentiment Index are determined
from consumer responses to questions asked on the OnTheMarket
website, with an average response rate of over 120,000 per month.
OnTheMarket believes this to be the largest monthly consumer
sentiment index to date in terms of attitudes to buying and selling
residential property in the UK. It provides advertisers and
consumers with additional market intelligence to inform their
decision making, whilst reinforcing the OnTheMarket brand as a
thought leader in the UK residential property industry.
For our housebuilder customers, we also released lead mapping,
supply and demand intelligence tools and performance comparison
reports. These provide them with enhanced data to better understand
the source location of leads, as well as perform buyer demand
analysis by area and track their performance versus
competitors.
4. Communications and marketing
It was important that, in a competitive industry, we are clear
with consumers as to the value of our proposition and the
advantages that we offer to the most serious property seekers,
giving them an advantage in their property search.
As such, we have completely re-engineered our internal and
external communications strategies to both customers and consumers.
Using the framework of a 'professionally informal' approach, we
have refreshed our brands' tone of voice, our use of imagery and
our explainer tools, with a focus on simplifying our messaging.
At the core of this strategy was our new TV creative, which was
broadcast for the first time on 26 December 2021. The aim of the
new creative is to make our brand recognisable whilst driving
increased levels of consumer awareness. It is designed to encourage
serious property seekers to visit the site, request a valuation,
set up a property alert and enquire about properties for sale or
rent with the campaign directing consumers' attention to getting
serious about their property search.
"Get Real About Moving. Get OnTheMarket."
In addition to this, the new creative has also been applied to
all our digital display and paid social campaigns. We also
refreshed the co-branding marketing materials, delivering new
marketing packs to our agent customers across the country
throughout January 2022. Marketing of our portal by our agent
customers is an effective and low-cost strategy to increase our
consumer exposure further.
In March 2021 the Group announced a commercial media partnership
with Reach plc, the UK's largest commercial news publisher. Reach
plc's brands 'reach' 80% of all UK consumers every day, through a
suite of mainstream titles. In working with Reach plc on digital
campaigns, we can leverage their coverage of the consumer market to
drive incremental traffic to the OnTheMarket.com website.
A consistent request from our agent customers was the desire for
training and development programmes for their business. As a direct
result of this, in October 2021 we agreed an exclusive commercial
partnership with business coaching specialists, Property Academy.
The relationship provides our full fee-paying customers with free
access to bespoke leadership coaching sessions, run by industry
stalwart and speaker Peter Knight.
In line with OnTheMarket's strategy of building a
differentiated, technology-enabled property business, we announced
a partnership with Kremer Signs in January 2022. Kremer Signs
supplies signage to all sectors within the property industry,
including residential, commercial and land and new homes. They have
also developed the Smartboard product and our partnership supplies
our agent customers with Smartboards which are added to for-sale
signs and use QR codes to generate a new type of lead.
We will continue to evolve our brand and the ways we promote it
in the current year.
ESG
OnTheMarket continues to be mindful of the impact its operations
and decisions have on the environment, its staff, communities and
all stakeholders.
During FY22 OnTheMarket started working with external climate
consultants to calculate and benchmark our carbon footprint. This
will support the development of OnTheMarket's sustainability
strategy aimed at reducing our business emissions. OnTheMarket has
also established a Green Working Group to generate ideas and engage
our people on sustainability.
As part of our ongoing commitment to staff development, we have
created a learning and development platform to improve performance
and employee satisfaction, as well as the introduction of a
significant benefits package available to all.
The welfare and safety of our staff is one of our top priorities
and we have maintained a hybrid working model post-restrictions
easing. In December 2021, an employee engagement group was
established to further engage with our staff, with a view to
ensuring their voice is heard at senior management level.
Post year-end developments
On 26 May 2022 at a general meeting of the Company shareholders
approved a resolution for a proposed cancellation of the share
premium account that would provide the Company with greater
flexibility to make distributions to shareholders, should the Board
consider it appropriate in the future. Subject to the approval of
the Court, the cancellation is expected to become effective on 7
July 2022. Further details are set out in note 22.
UK residential property market
There is currently a level of macroeconomic uncertainty in the
UK, arising from the increasing cost of living (particularly energy
and food costs) and rising bank interest rates, which have been put
in place to try to curb inflation. In addition, the ongoing
geo-political issues and conflicts are clearly contributing to this
uncertainty.
Our data suggests that, despite these challenges, UK property
seekers have to date not been deterred from moving. The results of
our latest Property Sentiment Index shows that in April 2022, 82%
of sellers were confident that they could complete a sale within
three months (the same percentage as in March and February
2022).
Strong demand from serious buyers remains, with our data showing
that in April 2022, 63% of properties in the UK were sold subject
to contract within 30 days of first being advertised for sale.
Buyers are also confident about obtaining the mortgages they
need. While there have been four interest rate rises, taking rates
up to 1% from the low of 0.1% seen during the height of the
pandemic, mortgage availability doesn't seem to be a concern. More
than a third of buyers already had a mortgage agreement in
principle in place in April 2022, with only 1% of movers surveyed
reported to be 'very worried' about mortgage availability.
The number of properties newly listed for sale is slowly
increasing and supply/demand economics suggest that, if this
continues, housing price growth will moderate. If there's more
choice of properties for sale and buyer numbers remain consistent,
or even start to drop off, there could be a levelling off in
activity and prices.
However, the fundamental lack of housing stock means that values
should hold. While there may be further challenges to come, for now
our data shows strong confidence from both buyers and sellers,
which is continuing to fuel the UK housing market. There are many
reasons why people need to move and there are plenty looking to do
so. The challenges of the past two years have ingrained a sense of
positivity in the housing market which shows no signs of slowing.
The 'new normal' is a housing market which shows resilience as long
as stock levels continue to improve, and confidence is
maintained.
Outlook
I am pleased to report on such strong results as we continue our
strategic transition, building on the solid foundations which were
already in place. Our vision for our future is clear; to become a
differentiated, tech-enabled property business across the four
pillars of portal, software, data and market intelligence and the
provision of communications and marketing tools.
I am proud of this evolution of the business and thanks to the
extraordinary efforts of the team we have been able to achieve this
transition in just over 12 months. We have a fresh, new and
contemporary website, which we believe is the simplest and most
easy-to-use property search site in the UK.
We have delivered a suite of new products, services and
functionality to help our customers operate more effectively and
efficiently, whilst focusing on serious property seekers and
valuation opportunities. There is so much more to come; our roadmap
for internal development already extends past the next three years
and we are now used to a pace of change and innovation that was
unimagined a year ago.
Going forwards, our focus will remain on delivering increasing
levels of value to our estate agents, letting agents and
housebuilder customers, whilst also offering innovative solutions
to consumers, giving them an advantage in their property search. In
the future, we want all serious property seekers to consider
OnTheMarket an essential tool in their property journey, before
during and after they have moved home. This is an ambitious
objective but one which we are determined to deliver.
The operational and financial progress to 31 January 2022 is a
testament to the strength of the team and of the business. I am
also pleased to report that trading in the first few months of the
current financial year is in line with our expectations. Our
rebranded and improved portal, the opportunities arising from our
acquisition of Glanty, our commercial partnerships, our product
development pipeline and our increasing engagement with our
supportive customer base, together provide a strong platform from
which to take the next step in delivering our strategy.
I would like to thank my colleagues for their hard work and
commend them for sharing so enthusiastically in our common vision,
to deliver value to all stakeholders. Together we will work
tirelessly to continue to listen, innovate and deliver.
OnTheMarket's momentum is building, and we are looking to the
future with confidence. But we're only just getting started, there
is much more to come.
Jason Tebb - Chief Executive Officer
Financial Review and Key Performance Indicators
The year ended 31 January 2022 saw revenue and ARPA up 32%,
reflecting growth in paying customers, the migration of customers
on discounted rates towards full-tariff contracts, continued growth
in new homes revenues and 2021 COVID-19 customer support discounts
that totalled GBP2.6m. The Group delivered revenue of GBP30.4m in
the year ended 31 January 2022 (2021: GBP23.0m) and an adjusted
operating profit of GBP2.7m (2021: GBP2.4m), up 13%.
At 31 January 2022, the Group had cash of GBP8.4m and no
borrowings (2021: GBP10.7m before deferred creditors of GBP0.4m).
Adjusting for cash payments of GBP0.4m to repay in full furlough
loans, GBP1.8m incurred in acquiring Glanty and GBP0.4m of
strategic investments in commercial partners, net cash increased by
GBP0.3m. This reflects cash generation by Agents' Mutual, offset by
investment in Glanty since acquisition.
The reported operating loss of the Group was GBP0.6m (2021:
reported operating profit of GBP1.2m) and is further analysed as
follows:
2022 2021
GBP'000 GBP'000
Reconciliation of operating (loss)/profit
to adjusted operating profit:
Operating (loss)/profit (645) 1,231
Adjustments for:
Share-based employee incentives 467 683
Compensation net of professional fees incurred 211 (941)
Share-based agent recruitment charges 1,586 1,406
Government grant 449 (449)
Payments in relation to loss of office - 304
Staff related costs 106 192
Acquisition related costs 129 -
_________ _________
Operating profit before specific professional
fees, share-based payments and non-recurring
items 2,303 2,426
Non-cash agent recruitment charges within 404 -
revenues (see notes 2.10 and 4)
_________ _________
Adjusted operating profit 2,707 2,426
_________ _________
The basic and diluted profit per share in the year were 0.15p
and 0.13p respectively (2021: basic and diluted profit per share
were 3.76p and 3.42p respectively).
Analysis of revenue and ARPA by source
Following the acquisition of Glanty in May 2021 the Group
reports revenues attributable to products and services offered
to:
-- estate and letting agents;
-- new home developers;
-- Glanty customers; and
-- other, non-property advertiser customers.
Costs, assets and liabilities are not attributed to the
different revenue sources and so segmental reporting under IFRS 8
is not appropriate.
Year ended 31 Jan 2022 2021 Change
Group revenue
* Agency GBP27.0m GBP21.2m 27%
* New homes GBP2.5m GBP1.5m 67%
GBP0.6m - N/a
* Glanty
GBP0.3m GBP0.3m -
* Other
--------- --------- -------
* Group GBP30.4m GBP23.0m 32%
Average advertisers
* Agency 11,171 11,789 (5)%
* New homes 2,125 1,496 42%
* Group 13,296 13,285 -
ARPA
* Agency GBP204 GBP150 36%
* New homes GBP100 GBP83 20%
* Group GBP188 GBP142 32%
Operational KPIs
Group operational KPIs were as follows:
As at 31 Jan 2022 2021 Change
Total advertisers 13,732 12,687 8%
Agency branches 11,451 10,645 8%
New homes developments 2,281 2,042 12%
-- Group ARPA was GBP188, an increase of 32%, reflecting the
growing number of agents under paying contracts in the year and the
migration of customers on discounted rates towards full-tariff
contracts (FY21: GBP142).
-- Site visits were up 6% to an annual record of 283 million (FY21: 267 million).
-- Average monthly leads per advertiser were constant at 117
(FY21: 117). Valuation leads increased by 58% in the year,
reflecting strong engagement with property-active consumers.
Income statement
The Group's financial performance is presented in the
Consolidated Income Statement below. The profit for the year
attributable to the owners of the Group was GBP0.1m (2021:
GBP2.7m).
Administrative expenses in 2022 increased by GBP7.5m to GBP28.1m
(2021: GBP20.6m). This movement is primarily due to decisions taken
in 2020 to reduce costs and conserve cash in light of the COVID-19
pandemic. In particular, marketing expenditure increased 80% to
GBP10.6m (2021: GBP5.9m) and staff costs (including temporary
workers and consultants) increased to GBP11.4m (2021: GBP10.0m) as
headcount, bonuses and commissions were lower in FY21.
During the year there arose a non-cash charge of GBP0.5m in
relation to share option awards made to employees (2021: GBP0.7m).
Further details on options awarded, exercised and forfeited are set
out in note 18.
Professional fees of GBP0.2m were incurred in the year (2021:
compensation received net of professional fees GBP0.9m),
predominantly in relation to the acquisition of Glanty (see note
11). Additional charges of GBP0.4m were recognised arising from the
Group's associate holding in Glanty and the amortisation of
acquisition related costs (2021: share of loss of associate
GBP0.1m).
An agent recruitment charge of GBP1.6m (2021: GBP1.4m) was
incurred in relation to non-cash share-based charges arising on the
issue of shares to certain new and existing agents following them
having earlier signed new long-term listing agreements to advertise
all of their UK residential sales and letting properties at
OnTheMarket.com.
In FY22, the Group fully repaid the grant income received in
FY21 under the Coronavirus Job Retention Scheme of GBP0.4m (2021:
grant income received GBP0.4m).
Statement of financial position
Intangible assets increased to GBP7.5m (2021: GBP4.7m), which
includes the acquisition of Glanty's intangible assets at fair
value in FY22 of GBP1.9m. There was also additional capitalisation
of staff and consultant costs incurred in the ongoing development
of OnTheMarket.com and Glanty products, partially offset by the
amortisation charge arising on those costs and on costs previously
capitalised.
Goodwill of GBP1.5m was recognised within the Group as a result
of the acquisition of Glanty in the year. Goodwill represents the
excess of the fair value of Glanty's purchase consideration over
Glanty's net fair value of identifiable assets and liabilities
acquired.
Right of Use Assets increased by GBP0.5m to GBP0.7m (2021:
GBP0.2m). This was because of new motor vehicle leases, a renewal
of the leasehold premise in Agents' Mutual and a new lease from the
acquisition of Glanty.
Investments of GBP0.4m arose in the year, from investment into
Insurestreet Limited, trading as Canopy, and into Property Funding
Hub Limited, trading as Brickflow.
A deferred tax asset of GBP2.6m (2021: GBP1.6m) was recognised
in the year. Further details are set out in note 9.
Receivables increased to GBP5.1m as at 31 January 2022 (2021:
GBP4.8m), mainly as a result of an increase in prepayments in
respect of advertising expenditure and an increase in trade
receivables, partially offset by a fall in the share-based agent
recruitment prepayment. Details on the accounting treatment for
agent shares issued are set out in note 2.9.
Trade and other payables as at the year end rose to GBP5.6m
(2021: GBP4.9m), mainly as a result of higher year end payables in
relation to staff bonus accruals and an accrual in respect of
future issues of agent recruitment shares under listing agreements
signed with customers, partially offset by a reduction in VAT
payable. Details on the accounting treatment for agent shares
issued are set out in note 2.9.
At the end of the year, the Statement of Financial Position
showed total assets of GBP26.3m (2021: GBP22.9m), with the increase
primarily due to the acquisition of Glanty.
Total equity was GBP18.7m at 31 January 2022 (2021: GBP16.9m),
which reflects the issue of shares on the acquisition of Glanty.
This has been accounted for under s.612 of the Companies Act 2006
and a merger reserve has been created. A general meeting was held
on the 26 May 2022 at which shareholder approval for a proposed
cancellation of capital was received. As part of the cancellation
of capital, legal advice was received over the classification of
reserves that led to the Group adjusting its reserves in FY22.
Reserves of GBP3.7m, previously classified as share premium, have
now been categorised as other reserves. See note 21 for further
details.
Consolidated Income Statement: year ended 31 January 2022
Notes 2022 2021
GBP'000 GBP'000
Revenue 4 30,443 23,028
Administrative expenses 6 (28,140) (20,602)
________ ________
Operating profit before specific
professional
fees, share-based payments and
non-recurring
items 2,303 2,426
Specific professional fees, share-based
payments
and non-recurring items:
7,
Share-based employee incentives 18 (467) (683)
Professional fees net of compensation
received 7 (211) 941
Share-based agent recruitment
charges 7 (1,586) (1,406)
Government grant (repaid) / received 7 (449) 449
Payments in relation to loss
of office 7 - (304)
Staff related costs 7 (106) (192)
Acquisition related costs 11 (129) -
________ ________
Operating (loss) / profit (645) 1,231
Finance income 33 25
Finance expense (11) (22)
Share of loss of associate 15 (122) (94)
Fair value loss on step acquisition 11 (183) -
________ ________
(Loss) / profit before income
tax (928) 1,140
Income tax 9 1,036 1,542
________ ________
Profit and total comprehensive
income
for the year attributable to
owners of the parent 108 2,682
________ ________
Profit per share from continuing Pence Pence
operations
Basic 10 0.15 3.76
Diluted 10 0.13 3.42
The operating profit arises from the Group's continuing
operations.
There is no recognised income or expense for the year other than
the profit shown above and therefore no separate statement of other
comprehensive income has been presented.
Consolidated Statement of Financial Position: at 31 January
2022
Notes 2022 2021
GBP'000 GBP'000
ASSETS
Non-current assets
Goodwill 11,12 1,518 -
Intangible assets 13 7,520 4,685
Property, plant and equipment 96 103
Right-of-use assets 703 180
Investments in associates 15 - 851
Investments 16 405 -
Deferred tax asset 9 2,599 1,558
_________ ________
12,841 7,377
Current assets
Trade and other receivables 5,085 4,793
Cash and cash equivalents 8,412 10,719
_________ _________
13,497 15,512
_________ _________
TOTAL ASSETS 26,338 22,889
_________ _________
LIABILITIES
Current liabilities
Trade and other payables (5,580) (4,934)
Lease liabilities (421) (157)
Provisions 20 (732) (622)
Current tax (12) (16)
_________ _________
(6,745) (5,729)
Non-current liabilities
Lease liabilities (237) (2)
Provisions 20 (203) (258)
Deferred consideration 11 (75) -
Deferred tax liability 9,11 (401) -
_________ _________
(916) (260)
_________ _________
TOTAL LIABILITIES (7,661) (5,989)
_________ _________
NET ASSETS 18,677 16,900
EQUITY ATTRIBUTABLE TO OWNERS
OF
THE PARENT
Share capital 19 149 145
Share premium 43,756 47,453
Merger reserve 1,228 (71)
Other reserve 4,473 782
Retained earnings (30,929) (31,409)
_________ _________
TOTAL EQUITY ATTRIBUTABLE TO
OWNERS
OF THE PARENT 18,677 16,900
Consolidated Statement of Changes in Equity: year ended 31
January 2022
Share-based
Share Share payment Other Merger Retained Total
capital premium GBP'000 reserves reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February 2020 140 46,814 - 701 (71) (34,543) 13,041
Profit for the financial
period - - - - - 2,682 2,682
______ ______ ______ ______ ______ ______ ______
Total comprehensive
expense for the
period - - - - - 2,682 2,682
______ ______ ______ ______ ______ ______ ______
Transactions with
owners:
Shares issued for
agent
recruitment shares 2 639 - 81 - - 722
Shares issued for
employee
share options 3 - - - - - 3
Share-based payment
charge on employee
options - - 452 - - - 452
Transfer to retained
earnings - - (452) - - 452 -
______ ______ ______ ______ ______ ______ ______
At 31 January 2021 145 47,453 - 782 (71) (31,409) 16,900
______ ______ ______ ______ ______ ______ ______
At 1 February 2021 145 47,453 - 782 (71) (31,409) 16,900
Profit for the financial
period - - - - - 108 108
______ ______ ______ ______ ______ ______ ______
Total comprehensive
income for the period - - - - - 108 108
Reserves Reclassification
(See note 31) - (3,697) 3,626 71 - -
Transactions with
owners:
Share consideration
for
Glanty 3 - - - 1,228 - 1,231
Costs incurred in
issue of shares
relating to Glanty - - - (69) - - (69)
Shares issued for
agent
recruitment shares 1 - - 134 - - 135
Shares issued for
employee - - - - - - -
share options
Share-based payment
charge on employee
options - - 372 - - - 372
Transfer to retained
earnings - - (372) - - 372 -
______ ______ ______ ______ ______ ______ ______
At 31 January 2022 149 43,756 - 4,473 1,228 (30,929) 18,677
______ ______ ______ ______ ______ ______ ______
Share capital
Share capital represents the par value of ordinary shares issued
by the Company.
Share premium
Share premium represents the difference between the issue price
and the par value of ordinary shares issued by the Company.
Share-based payment reserve
Share-based payment reserve represents the cumulative
share-based payment expense for the Group's share option
schemes.
Other reserves
Other reserves represent movements in share prices from contract
date to share issue date in relation to the issue of agent
recruitment shares (see note 2.20).
Merger reserve
Merger reserve represents the difference between the cost of the
investment in a subsidiary undertaking and the equity of that
subsidiary acquired, on consolidation.
Retained earnings
Retained earnings represent the cumulative profit and loss net
of distributions to owners.
Consolidated Statement of Cash Flows: year ended 31 January
2022
2022 2021
GBP'000 GBP'000
Cash flows from operating activities
Profit for the year after income tax 108 2,682
Adjustments for:
Income tax (1,036) (1,542)
Finance income (33) (25)
Finance expense 11 22
Amortisation 2,460 2,204
Depreciation 605 388
Agent recruitment expense 1,985 1,406
Share-based payment 372 452
Share of loss of associate 122 94
Fair value loss on step acquisition 183 -
Acquisition related costs 129
_______ _______
Operating cash flows before movements
in working capital 4,906 5,681
(Increase) / decrease in trade and other
receivables (1,585) 592
(Decrease) in trade and other payables (181) (1,267)
(Decrease) / increase in provisions (34) 72
Tax (paid) / received (9) (7)
_______ _______
Net cash generated from operating activities 3,097 5,071
Cash flows from investing activities
Finance income received 33 25
Acquisition of intangible assets (3,369) (2,192)
Acquisition of tangible assets (49) (26)
Acquisition of subsidiary net of cash (983) -
acquired
Acquisition of investment (405) -
Acquisition of associate - (527)
_______ _______
Net cash used in investing activities (4,773) (2,720)
Cash flows from financing activities
Finance expense paid - (18)
Loan Repayment (50) -
Proceeds from issue of shares 1 2
Repayment of lease liabilities (582) (301)
_______ _______
Net cash (used in) financing activities (631) (317)
_______ _______
Net movement in cash and cash equivalents (2,307) 2,034
Cash and cash equivalents at the beginning
of the year 10,719 8,685
_______ _______
Cash and cash equivalents at the end
of the year 8,412 10,719
_______ _______
Cash and cash equivalents
For the purposes of the statement of cash flows, cash and cash
equivalents comprise cash at bank and in hand. This is consistent
with the presentation in the Statement of Financial Position.
Selected notes to the Consolidated Financial Statements: year
ended 31 January 2022
1. General information
The principal activity of the Company is that of a holding
company. The principal activities of the Group in the year under
review were the provision of online property portal services to
businesses in the estate and lettings agency industry under the
trading name of OnTheMarket.com, and the provision of software
services to UK estate and lettings agents by Glanty under the
trading name teclet.
The Company is a public company limited by shares and it is
incorporated and domiciled in the UK. The address of its registered
office is PO Box 450, 155-157 High Street, Aldershot, GU11 9FZ. Its
shares are listed on AIM.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these consolidated financial statements are set out below. They
have been applied consistently to all periods presented with the
addition of IFRS 3: Business Combinations, further information on
which is set out below in notes 2.3, 2.4 and in note 11.
2.1. Basis of preparation
The financial information set out above does not constitute the
Company's statutory accounts for the year ended 31 January 2022 but
is derived from those accounts. Statutory accounts for 31 January
2021 have been delivered to the Registrar of Companies and those
for 31 January 2022 will be delivered following the Company's
annual general meeting. The auditors have reported on those
accounts: their reports were unqualified, did not draw attention to
any matters by way of emphasis and did not contain statements under
s498 (2) or (3) of the Companies Act 2006.
While the financial information included in this results
announcement has been prepared in accordance with the recognition
and measurement criteria of International Financial Reporting
Standards ("IFRS"s), this announcement does not itself contain
sufficient information to comply with IFRSs. The Company expects to
publish full financial statements that comply with IFRSs in June
2021.
Measurement bases
The consolidated financial statements have been prepared under
the historical cost convention. Historical cost is generally based
on the fair value of the consideration given in exchange for
assets.
The preparation of the consolidated financial statements in
compliance with adopted IFRS requires the use of certain critical
accounting estimates and management judgements in applying the
accounting policies. The significant estimates and judgements that
have been made and their effects are disclosed in note 3.
2.2. Going concern
The Group made a profit after tax for the year of GBP0.1m (2021:
GBP2.7m) and as at 31 January 2022 the Group had a net cash balance
of GBP8.4m (2021: GBP10.7m). At 31 May 2022, the Group had cash of
GBP8.2m.
The Directors have prepared and reviewed cash forecasts and
projections for the Group for the next 12 months. They have also
conducted sensitivity analyses and considered scenarios where there
is an adverse impact on future revenues, together with the
mitigating actions they may take in such circumstances, such as a
reduction in budgeted discretionary expenditure.
Based upon these projections and analyses, the Directors have a
reasonable expectation that the Group has adequate financial
resources to continue its operations for the foreseeable future and
to be able to meet its debts as and when they fall due.
In the light of this, the Directors consider the going concern
basis to be appropriate to the preparation of these financial
statements.
2.3. Business Combinations
The acquisition of subsidiaries is accounted for using the
acquisition method. The consideration transferred is measured at
the aggregate of the fair values, at the date of exchange, of
assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the
acquiree. Costs directly attributable to the business combination
are recognised in the income statement in the period they are
incurred. The cost of a business combination is allocated at the
acquisition date by recognising the acquiree's identifiable assets,
liabilities and contingent liabilities that satisfy the recognition
criteria at their fair values at that date.
The acquisition date is the date on which the acquirer
effectively obtains control of the acquiree. Intangible assets are
recognised if they meet the definition of an intangible asset
contained in IAS 38 and their fair value can be measured reliably.
The excess of the cost of acquisition over the fair value of the
Group's share of identifiable net assets acquired is recognised as
goodwill.
For business combinations achieved in stages, the Group
remeasures its previously held equity interest in the acquiree at
its acquisition date fair value and recognises the resulting gain
or loss, if any, in the Income Statement as appropriate.
2.4. Goodwill
Goodwill represents the excess of the fair value of purchase
consideration over the net fair value of identifiable assets and
liabilities acquired. Goodwill is recognised as an asset at cost
and subsequently measured at cost less accumulated impairment.
On disposal of a subsidiary, the attributable amount of goodwill
is included in the determination of the profit and loss on
disposal.
2.5. Intangible assets
In accordance with IAS 38, "Intangible Assets", expenditure
incurred on research and development is distinguished as relating
to a research phase or to a development phase.
Expenditure on research activities is recognised as an expense
in the period in which it is incurred.
An internally generated intangible asset arising from the
development and enhancement of the online platform,
OnTheMarket.com, and associated applications, or the development
and enhancement of Glanty software assets, is recognised when the
development has been deemed technically feasible, the Group has the
intention to complete the development, probable future economic
benefits will occur, the Group has the required funds to complete
the development and when the Group has the ability to measure the
expenditure on the development reliably.
The amount initially recognised for internally generated
intangible assets is the sum of the directly attributable
expenditure incurred from the date when the intangible asset first
meets the recognition criteria defined above.
Capitalisation ceases when the asset is brought into use. Where
no internally generated asset can be recognised, development
expenditure is recognised in the income statement in the period in
which it is incurred.
Subsequent to initial recognition, internally generated assets
are reported at cost less accumulated amortisation and impairment
losses. The amortisation methods applied are as follows:
Development costs - Straight-line 4 years
Technology related intangibles - Straight-line 8 years
Customer related intangibles - Straight-line 8 years
Those separately identifiable intangible assets acquired at fair
value under the purchase of Glanty are amortised over 8 years,
being the period which the Directors believe best matches the basis
of calculation of the fair values at which they were acquired.
2.6. Impairment of property, plant & equipment, right-of-use
assets, intangible assets and goodwill
The carrying value of property, plant, and equipment, right of
use assets and intangible assets are reviewed at each reporting
date to determine whether there is any indication of impairment. If
any such indication exists, the asset's recoverable amount is
estimated. An impairment loss is recognised for the amount by which
the asset's carrying amount exceeds its recoverable amount.
Goodwill is tested for impairment annually and whenever there is
an indication that they might be impaired. An impairment loss is
recognised for the amount by which the carrying value of the asset
exceeds its recoverable amount.
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (or cash-generating unit) in prior years. A reversal
of an impairment loss is recognised immediately as profit, unless
the relevant asset is carried at a revalued amount, in which case
the reversal of the impairment loss is treated as a revaluation
increase.
2.7 Investments in associates in the consolidated financial
statements
Associates are entities over which the consolidated entity has
significant influence but not control or joint control.
Investments in associates are accounted for using the equity
method.
Under the equity method, the share of the profits or losses of
the associate is recognised in profit or loss and the share of the
movements in equity is recognised in other comprehensive income.
Investments in associates are carried in the statement of financial
position at cost plus post acquisition changes in the consolidated
entity's share of net assets of the associate. Goodwill relating to
the associate is included in the carrying amount of the investment
and is neither amortised nor individually tested for
impairment.
Dividends received or receivable from associates reduce the
carrying amount of the investment.
When the consolidated entity's share of losses in an associate
equals or exceeds its interest in the associate, including any
unsecured long-term receivables, the Company or consolidated entity
does not recognise further losses, unless it has incurred
obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity
method upon the loss of significant influence over the associate
and recognises any retained investment at its fair value. Any
difference between the associate's carrying amount, fair value of
the retained investment and proceeds from disposal is recognised in
profit or loss.
2.8. Impairment of financial assets
An impairment loss is recognised for the expected credit losses
on financial assets when there is an increased probability that the
counterparty will be unable to settle an instrument's contractual
cash flows on the contractual due dates, a reduction in the amounts
expected to be recovered, or both. The probability of default and
expected amounts recoverable are assessed using reasonable and
supportable past and forward-looking information that is available
without undue cost or effort. The expected credit loss is a
probability-weighted amount determined from a range of outcomes and
takes into account the time value of money.
For trade receivables, material expected credit losses are
measured by applying an expected loss rate to the gross carrying
amount. The expected loss rate comprises the risk of a default
occurring and the expected cash flows on default based on the aging
of the receivable.
For intercompany loans that are repayable on demand, expected
credit losses are based on the assumption that repayment of the
loan is demanded at the reporting date. If the subsidiary does not
have sufficient accessible highly liquid assets in order to repay
the loan if demanded at the reporting date, an expected credit loss
is calculated. This is calculated based on the expected cash flows
arising from the subsidiary, weighted for probability likelihood
variations in cash flows.
2.9. Share-based payments
Employee share schemes
The Group operates equity-settled share-based remuneration plans
for its employees. All goods and services received in exchange for
the grant of any share-based payment are measured at their fair
values.
Where employees are rewarded using share-based payments, the
fair value of employees' services is determined indirectly by
reference to the fair value of the equity instruments granted. This
fair value is appraised at the grant date and excludes the impact
of non-market vesting conditions (for example profitability and
sales growth targets and performance conditions).
All share-based remuneration is ultimately recognised as an
expense in profit or loss with a corresponding increase to equity.
If vesting periods or other vesting conditions apply, the expense
is allocated over the vesting period, based on the best available
estimate of the number of share options expected to vest.
Non-market vesting conditions are included in assumptions about
the number of options that are expected to become exercisable.
Estimates are subsequently revised if there is any indication that
the number of share options expected to vest differs from previous
estimates. Any adjustment to cumulative share-based compensation
resulting from a revision is recognised in the current period.
The number of vested options ultimately exercised by holders
does not impact the expense recorded in any prior period. Upon
exercise of share options, the proceeds received, net of any
directly attributable transaction costs, are allocated to share
capital up to the nominal (or par) value of the shares issued with
any excess being recorded as share premium.
The social security contributions payable in connection with the
grant of the share options are considered an integral part of the
grant itself and the charge will be treated as a cash-settled
transaction.
Agent recruitment shares
The Group issues shares to key agents who commit to long-term
listing agreements, in line with its strategy to grow the agent
shareholder base. Shares are issued in return for payment of the
nominal share value in cash and, in some cases historically, in
return for share premium in non-cash consideration relating to the
long-term listing agreements signed. Shares are either issued as
soon as practicable after contract commencement or following the
completion of contractual commitments, depending upon the contract
terms.
For shares issued as soon as practicable after contract
commencement, an agent recruitment share reserve is credited upon
contract commencement (shown within other reserves in the financial
statements) and a prepayment created, based on the value of the
shares at contract date, which is then amortised over the life of
the contract.
In instances where shares are issued after the completion of
contract commitments, amounts are accrued during the life of the
contract and the accrual released and other reserves credited upon
issue of the shares. Amounts are accrued and deducted against
revenue over the period in which the fees are earnt.
Upon the issue of shares to the agents, which predominantly
takes place on a quarterly basis, the nominal value of the shares
issued, which is paid in cash by the agent, is transferred to share
capital.
2.10. Revenue
Revenue principally represents the amounts receivable from
agency and new homes customers in respect of listing fees and the
sale of products that provide additional marketing opportunities
for customers. Glanty revenues are predominantly in respect of
licence subscriptions and paid development contracts. The Group
also receives revenues from non-property advertisers who pay for
exposure to consumers using the Group's platforms.
Revenue is recognised based upon the transaction price specified
in a contract with a customer. It is recognised at the point when
the performance obligations are satisfied, through providing a
customer with access to the OnTheMarket platforms and / or products
or other services.
Further information on the main revenue sources is set out
below.
Agency
For listing services, customers pay monthly subscriptions to
list their properties on the OnTheMarket platforms. Contract fees
for these services are predominantly based upon the size (number of
branches) of the agent, branch locations and customer activities
(sales, sales and lettings or lettings only). They vary in length
from rolling monthly notice periods to five years, with agents on
discounted rates or short-term introductory free of charge offers
typically on shorter contracts.
Performance obligations are satisfied, and revenue recognised,
from the point at which the customer has access to the platform to
allow them to list their properties. Subscription revenue is spread
over the life of the contract. Agency listing services are
typically billed monthly in advance, from the point the customer
gains access to the platforms.
Agent customers have the option to enhance their property
listings and presence through purchasing additional advertising
products. For products that provide enhanced brand exposure over a
period of time, revenue is recognised over the life of the product,
from the point the customer gains access to the product. Invoices
for such products are sent on a monthly basis, in arrears.
For products with a one-off usage basis, revenue is recognised
at the point in time or over time depending on the nature in which
the customer chooses to apply and use the product.
Where contracts include an issue of shares to an agent customer
following payment of listing fees, and the shares issued are
calculated as a percentage of the fees paid, the fair value of the
shares expected to be awarded is accrued over the relevant period
and treated as a discount to revenues.
New homes
For listing services, customers pay monthly subscriptions to
list their developments on the OnTheMarket platforms. Revenues for
these services are predominantly based upon a monthly fee per
development listed. Contracts are predominantly rolling, and the
contract will end when the listed development is fully sold.
Performance obligations are satisfied, and revenue recognised,
from the point at which the customer has access to the platform to
allow them to list their properties. Subscription revenue is spread
over the life of the contract. New homes listing services are
typically billed monthly in arrears, from the point the customer
gains access to the platforms.
New homes customers have the option to enhance their property
listings and presence through purchasing additional advertising
products. For products that provide enhanced brand exposure over a
period of time, revenue is recognised over the life of the product,
from the point the customer gains access to the product. Invoices
for such products are sent on a monthly basis, in arrears.
For products with a one-off usage basis, revenue is recognised
at the point in time or over time depending on the nature in which
the customer chooses to apply and use the product.
Glanty
Glanty revenue is derived from the sale of software licences or
for the provision of software development services for
customers.
Licence agreements with customers include a pre-defined
subscription period during which the customer is entitled to the
usage of the software. The length of the subscription period varies
and might be one, 12, 24, or 36 months. Performance obligations are
satisfied, and revenue recognised, when the customer has the
contractual right to use the software. Revenue is then recognised
on a monthly basis, over the life of the contract, from the point
the customer has the right to access software. Invoices are issued
under a range of billing agreements including monthly, quarterly,
in advance and in arrears.
For paid development work, revenue is recognised on the basis of
work performed over the life of the contract, with billing often
based on contractual milestones within the contracts.
Other
Other revenue principally relates to advertising revenue paid by
customers (not agency or new homes customers) to advertise
non-property products on the OnTheMarket platforms. Performance
obligations are met once a customer is actively advertising on the
OnTheMarket platforms. Revenue is recognised from the point in time
in which the customer advertised. Where third parties are acting as
intermediaries between the Group and the advertiser customer, only
net revenues receivable are recognised.
Contract assets and liabilities
Contract assets relate to the Group's rights to consideration
for services that have been provided at the reporting date,
predominantly under contracts invoiced in arrears. Contract assets
are transferred to receivables when the rights to consideration
have become unconditional.
Contract liabilities predominantly relate to advance
consideration received from agency customers for listing services,
for which revenue is recognised at a later date, as or when the
services are provided.
2.11. Operating segments
An operating segment is a component of the Group that engages in
business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to
transactions with any of the Group's other components. An operating
segment's operating results, where discrete financial information
is available, are reviewed regularly by the Group's Chief Executive
Officer to make decisions about resources to be allocated to the
segment and assess its performance. Since its acquisition, Glanty
has been accounted for as an operating segment under IFRS 8,
distinct from the rest of the Group.
3. Critical accounting judgements and key sources of estimation uncertainty
The preparation of the consolidated financial statements
requires management to make judgements, estimates and assumptions
concerning the future which impact the application of accounting
policies and reported amounts of assets, liabilities, income and
expenses. The accounting estimates resulting from these judgements
and assumptions seldom equal the actual results but are based on
historical experiences and future expectations.
Critical accounting judgements
The following are the critical judgements, apart from those
involving estimations (which are dealt with separately below), that
the directors have made in the process of applying the Group's
accounting policies and that have the most significant effect on
the amounts recognised in the financial statements;
Revenue recognition
Where customers default on the payment terms of their contracts,
management have made judgements as to whether there is any current
intention to pay by these customers and, where there is judged not
to be, the contract is deemed not to meet the contract recognition
criteria under IFRS 15 and hence the amounts due are not included
within revenues. Amounts, if subsequently received, are recognised
as revenue at the time of receipt.
Key sources of estimation uncertainty
Business combinations
Management uses valuation techniques when determining the fair
values of certain assets and liabilities acquired in a business
combination (see note 11). In particular, the fair value of
contingent consideration is dependent on the outcome of many
variables including the acquiree's future profitability .
Impairment of Goodwill, Intangible Assets and Investments in
subsidiaries
Determining whether goodwill, intangible assets or investment in
subsidiaries are impaired requires an estimation of the value in
use of the cash-generating unit to which these have been allocated.
The value in use calculation requires the company to estimate the
future cash flows expected to arise from the cash-generating unit
and a suitable discount rate to calculate present value.
Projections are based on both internal and external market
information and reflect past experience as set out in note 12.
Impairment of Company receivables
The Company has intercompany loans to its subsidiaries Agents'
Mutual and Glanty which are repayable on demand. As the
subsidiaries did not have sufficient highly liquid resources to
repay the loans at 31 January 2022, an expected credit loss is
calculated under IFRS 9.
The calculation is based upon a number of scenarios, ranging
from a scenario which anticipates that Agents' Mutual and Glanty
will trade profitably in the future and that this will allow it to
repay the loans in time, to a scenario under which it is
anticipated that the loan will not be fully recovered. Forecast
cash flows under a range of possible outcomes are used to derive a
probability-weighted value for the loans based upon the time taken
to repay the outstanding amount in full. These calculations rely on
management estimates as to the future cash flow forecasts and the
probability weightings assigned. The estimates reflect the views of
management at 31 January 2022 and the future cash flows therefore
vary year to year.
Deferred tax
At 31 January 2022 Agents' Mutual had tax losses available to
carry forward. Agents' Mutual was profitable in the year to 31
January 2022 and the Directors believe it will make taxable profits
in the future, against which the tax losses carried forward will be
available to offset future corporation tax payments. A deferred tax
asset has therefore been recognised in respect of these losses. The
amount recognised is based upon the Directors' judgement of
possible taxable profits arising in the foreseeable future. In
forming this judgement, The Directors are required to estimate
possible revenues and profits that may arise and the asset is
restricted to forecast profits in the foreseeable future (see note
9).
4. Revenue
The Group has determined that the Chief Executive Officer is the
chief operating decision maker. Monthly management numbers are
reported and issued to the Chief Executive Officer , which are used
to assess the performance of the business.
Following the acquisition of Glanty in May 2021, the Group
reports revenues attributable to products and services offered
to:
-- estate and letting agents;
-- new home developers;
-- other, non-property advertising income; and
-- Glanty customers
Revenues for the year ended
31 January 2022 2021 Change
GBPm GBPm
Group revenue
* Agency 27.0 21.2 27%
* New homes 2.5 1.5 67%
0.6 - N/a
* Glanty
* Other 0.3 0.3 -
* Total 30.4 23.0 32%
Agency Sales are predominantly billed monthly in advance, and
these are recognised as deferred income. The Group has contract
liabilities as follows in respect of deferred income:
Deferred income as at 31 January 2022 2021 Change
GBPm GBPm
Group revenue
* Agency 1.7 1.7 -
* New homes - 0.1 (100%)
- - N/a
* Glanty
- - N/a
* Other
* Total 1.7 1.8 (6)%
Contract liabilities of GBP1.8m at 31 January 2021 were
recognised as revenue in the year ended 31 January 2022 (2021:
GBP1.6m).
A proportion of sales in are billed monthly in arrears and are
recognised as accrued income. Accrued income amounted to GBP0.4m
for the year ended 31 January 2022 (2021: GBP0.2m).
All revenue is generated in the UK for the Group's services.
During the year there was a charge of GBP0.4m to revenue in
relation to shares that are issued after the completion of contract
commitments. These are amounts that are initially accrued during
the life of the contract and the accrual released and other
reserves credited upon issue of the shares. Amounts are accrued and
deducted against revenue over the period in which the fees are
earnt.
5. Operating Segments
The Group determines and presents operating segments based on
internal information that is provided to the Chief Executive
Officer, who is the Group's chief operating decision maker.
The Group's reportable segments are as follows:
-- Glanty
-- Rest of the Group
Management monitors the business segments at a revenue and
operating profit level separately for the purpose of making
decisions about resources to be allocated and of assessing
performance. There was no inter-segment revenue during the
year.
Costs, assets and liabilities are not attributed to the
different revenue sources other than for Glanty and so segmental
reporting under IFRS 8 is not appropriate for the remainder of the
Group.
No customer made up more than 10% of Group revenues in the
current or prior years.
Operating profit in relation to the Rest of the Group segment is
managed together and as there are no internal measures of
individual segment profitability, relevant disclosures have been
shown under the heading Rest of the Group in the table below.
Glanty Rest of Group
the Group
Year ended 31 January 2022(1) GBPm GBPm GBPm
Revenue 0.6 29.8 30.4
Operating loss(2) (0.5) (0.1) (0.6)
Depreciation & amortisation 0.2 2.9 3.1
(1) Glanty figures are for the period from acquisition on 28 May
2021 to 31 January 2022.
(2) Operating loss is stated after the charge for depreciation
and amortisation.
(3) Assets and liabilities are not separately monitored by
segment by the Chief Operating Decision Maker and therefore not
identified above.
6. Administrative expenses
Expenses are comprised of:
2022 2021
GBP'000 GBP'000
Depreciation 605 388
Amortisation 2,460 2,204
Staff costs (note 8) 9,509 7,521
Short-term lease expenses 246 732
Advertising expenditure 10,574 5,898
Other administrative expenses 4,746 3,859
________ ________
28,140 20,602
________ ________
7. Specific professional fees, share-based payments and non-recurring items
2022 2021
GBP'000 GBP'000
Share-based employee incentives 467 683
Professional fees net of compensation 211 (941)
Share-based agent recruitment charges 1,586 1,406
Government grant repayment / (received) 449 (449)
Payments in relation to loss of office - 304
Staff related costs 106 192
Acquisition related costs 129 -
________ ________
2,948 1,195
________ ________
Share-based employee incentive charges include employer's
national insurance charge on options exercised in the year as well
as the movement in the expected future employer's national
insurance charge based on the year-end share price. See note 18 for
further details.
Professional fees incurred in the period relate predominantly to
fees and expenses in relation to the acquisition of the remaining
80% of Glanty. In the prior period, compensation net of
professional fees incurred were in relation to litigation which was
settled in that period. Compensation related to the recovery of
litigation costs.
Agent recruitment charges relate to share-based charges arising
on the issue of shares to agents committing to long-term service
agreements, in line with the Group's strategy to grow the agent
shareholder base.
The government grant costs in the period reflect the repayment
of amounts received in the year to 31 January 2021 under the
Coronavirus Job Retention Scheme.
Payments in relation to loss of office reflect contractual
compensation to Ian Springett for loss of office and associated
legal costs.
Staff related costs in the period relate to costs associated
with termination of employment and professional fees associated
with employee share-based plans. Staff related costs in the prior
period relate predominantly to professional fees paid in relation
to the search for a permanent Chief Executive Officer following Ian
Springett's departure from the Group.
Prepaid acquisition related costs relate to the amortisation of
prepayments for employee services incurred as part of the
acquisition of Glanty and amortised over the three-year period from
acquisition.
All of these items have been separately analysed as the
Directors believe the adjusted operating profit calculated and
disclosed before accounting for these amounts provides useful
additional information as an alternative performance measure.
However, it should not be considered an alternative to IFRS
measures, such as revenue or operating loss or profit.
8. Employees and Directors
2022 2021
Group GBP'000 GBP'000
Staff costs (including Directors) comprise:
Wages and salaries 10,002 7,582
Social security costs 1,199 949
Pension 136 128
________ ________
11,337 8,659
Less staff costs capitalised to intangible
assets (1,828) (1,138)
________ ________
Staff costs expensed 9,509 7,521
________ ________
2022 2021
Company GBP'000 GBP'000
Staff costs (including Directors) comprise:
Wages and salaries 206 191
Social security costs 25 23
Pension 1 1
________ ________
232 215
________ ________
9. Income tax
2022 2021
GBP'000 GBP'000
Current tax:
UK corporation tax on income for year 5 16
________ ________
Total current tax 5 16
Deferred tax:
Origination and reversal of temporary
differences (580) (1,558)
Arising from change in enacted tax rate (461) -
________ ________
Income tax credit (1,036) (1,542)
________ ________
Factors affecting tax charge for the year
The tax assessed for the year is different
from 2022 2021
the effective rate of corporation tax GBP'000 GBP'000
as explained below:
(Loss) / profit before taxation (928) 1,140
________ ________
(Loss) / profit before taxation multiplied
by the effective
rate of corporation tax of 19% (2021:
19%) (176) 217
Effects of:
Expenses not deductible for tax purposes 281 209
Depreciation in excess of capital allowances 180 49
Expenditure on intangible assets claimed
as incurred (99) 2
Tax losses (utilised in year) / carried
forward (181) (461)
Previously unrecognised tax losses (1,041) (1,558)
________ ________
Tax income (1,036) (1,542)
________ ________
Deferred taxes reflected in these financial statements have been
measured using the enacted tax rates at the Balance Sheet date. For
UK corporation tax the enacted rate of 19% was used for periods
until 5 April 2023 and the enacted rate of 25% was used thereafter
to measure the net deferred tax asset.
The subsidiary, Agents' Mutual, has trading losses available for
carry forward of GBP30.2m (2021: GBP32.4m). Unused tax losses for
which no deferred tax asset has been recognised total GBP18.9m
(2021: GBP24.2m).
Based upon estimations of profits arising in the foreseeable
future, a deferred tax asset of GBP2.6m (2021: GBP1.6m) has been
recognised for these losses. This deferred tax asset comprises
temporary differences attributable to:
2022 2021
GBP'000 GBP'000
Amounts recognised in profit or loss:
Employee share-based payments 1,271 1,204
Property, plant and equipment temporary
differences 157 116
Development cost temporary differences (1,307) (890)
Losses 2,478 1,128
________ ________
Deferred tax asset 2,599 1,558
________ ________
The movement in the year in the deferred tax asset arising from
the Agents' Mutual losses is as follows:
GBP'000
Opening balance at 1 February 2021 1,558
Credited to profit and loss 1,041
_____
Closing balance at 31 January 2022 2,599
_____
The subsidiary, Glanty, has trading losses available for carry
forward of GBP4.8m for which no deferred tax asset has been
recognised. The Group has been implementing its strategic plans for
the long-term development of the business. These plans envisage a
period of strong growth in the future, underpinned by initial
investment in product development and roll-out. As a result of the
Group's strategic plans, circumstances with respect to
recoverability of the deferred tax asset in relation to losses
carried forward in the foreseeable future remain uncertain.
Consequently, no deferred tax asset has been recognised. The Group
has also not recognised a deferred tax liability arising on
non-current asset timing differences of GBP321k due to the
availability of tax losses to extinguish this liability.
A deferred tax liability of GBP401k has been recognised, based
upon the potential tax payable should the Group dispose of the
identifiable net assets acquired upon the acquisition of Glanty.
The charge assumes tax at 25% of the excess of fair value over the
tax base of the asset at the acquisition date. The liability
reduces the goodwill arising on the acquisition of Glanty.
10. Earnings per share
Numerators: Earnings attributable to
equity
2022 2019 2021 2019
Profit for the year from continuing GBP'000 GBP'000 GBP'000 GBP'000
operations
attributable to owners of the Company
108 2,682
________ ________
Total basic earnings and diluted earnings 108 2,682
________ ________
No. No.
Denominators: Weighted average number
of equity shares
Weighted average number of equity shares
used in
calculating basic earnings per share 73,744,914 71,280,183
Adjustments for calculating diluted
earnings per share: 7,194,021 7,073,784
* options over equity shares
Weighted average number of equity shares
used in
calculating diluted earnings per share 80,938,935 78,353,967
_________ _________
11. Acquisition of subsidiary
Glanty is a property technology business which specialises in
providing solutions to the UK residential estate and lettings
sectors. It is the owner and developer of software products and
services designed to reduce overheads, maximise efficiencies and
increase revenues for estate and lettings agents. The acquisition
of Glanty was in line with the Group's strategy to create a
tech-enabled property business across the broader property
ecosystem.
OnTheMarket made an initial strategic investment for a 20% share
in Glanty, in December 2019. As part of that investment, the
Company was granted a call option under which it had the right, but
not the obligation, to enter into a share purchase agreement to
acquire the remaining 80% of Glanty shares. The call option was
exercised on 19 March 2021 and the acquisition of the remaining 80%
of shares in Glanty completed on 28 May 2021. From that date Glanty
has been accounted for as a subsidiary.
Consideration transferred
The initial consideration of GBP1,533,477 (the "Initial
Consideration") required to be paid by OnTheMarket under the share
purchase agreement was satisfied by way of the issue of 1,528,832
ordinary shares of 0.2 pence each in the capital of OnTheMarket in
aggregate and a cash payment of GBP1,512k, offset by a prepayment
arising in respect of bad leaver provisions of GBP580k.
The Initial Consideration was subject to an adjustment
post-completion based on Glanty's actual net cash/net debt and
actual working capital position as at completion. This has resulted
in a reduction in the Initial Consideration of GBP147,000, which
led to the return to OnTheMarket of 163,154 ordinary shares of 0.2
pence each in the capital of OnTheMarket. These shares will not be
eligible to be voted and must be cancelled or disposed of within
three years. The shares were cancelled on 2 November 2021.
Contingent earn-out
The purchase agreement includes additional consideration which
may become payable under earn-out arrangements (capped at GBP12m
and payable in shares or cash at the Company's discretion) and if
Glanty receives R&D tax credits from HMRC which relate to
periods prior to completion (capped at GBP150k). The Group has
calculated the fair value of the contingent consideration based on
probabilities assigned to forecasts based on different
assumptions.
The earnout targets are based on Glanty's recurring revenues and
EBITDA in the third-year post completion, the mechanism for
determining which is detailed in the share purchase agreement. The
earnout will be payable if third year revenues exceed GBP2m and
third year EBITDA exceeds GBP0.5m. Below those levels, no earnout
is paid. If payable, the earnout payable will be 1 times third year
revenues plus 1.5 times third year EBITDA, capped at an aggregate
payment of GBP12m. Payment of any earnout will be made following
the third anniversary of completion of the call option and allows
time for drawing up and agreeing the relevant accounts on which the
earnout is calculated.
The fair value of the consideration for the 80% of Glanty shares
acquired is as follows:
GBP'000
Fair value of consideration transferred
Cash consideration 932
Share consideration 1,378
R&D tax credit earn out 75
Adjustment to share consideration for net
working capital (147)
Fair Value of previously held 20% investment
in Glanty 520
________
Total consideration 2,758
________
GBP'000
Amounts recognised for identifiable
net assets
Technology related intangibles 1,482
Customer related intangibles 444
Debtors 72
Cash 19
Deferred Tax Liabilities (401)
Trade and other payables (326)
Bank loan (50)
________
Identifiable net assets 1,240
________
________
Goodwill 1,518
________
Previously held investment in Glanty
On the acquisition date, the Group's 20% investment in Glanty,
previously accounted for as an investment in associate, has been
remeasured to fair value. On that date, a cumulative loss of
GBP0.2m arising from difference in the fair value of the investment
and the carrying value in the accounts at the acquisition date is
recognised in the consolidated income statement as the fair value
loss on step acquisition. The previously held investment is
considered part of what was given up by the Group to obtain control
of Glanty. Accordingly, the fair value of the investment is
included in the determination of goodwill.
Goodwill
Goodwill of GBP1.5m relates to earnings attributable to future
new customers of the Company, new technologies that may be
developed that will complement/replace the existing suite of
products, the highly skilled assembled workforce (which cannot be
separately recognised as an intangible asset) and an amount for
general operational purposes.
Glanty's contribution to the Group results
From the acquisition date to 31 January 2022, Glanty has
contributed GBP0.6m of revenues and a loss after tax of
GBP0.6m.
Had the acquisition occurred on 1 February 2021, Glanty would
have contributed GBP0.8m of revenues and a loss after tax of
GBP1.2m. This loss includes GBP0.6m of one-off costs in relation to
additional payments crystallising prior to the acquisition by the
Company. The Group revenue would have been GBP30.7m and a loss
after tax of GBP0.7m.
12. Goodwill
Group
GBP'000
At 1 February 2021 -
Additions arising on business combinations
(see note 11) 1,518
________
At 31 January 2022 1,518
________
Impairment testing for cash generating units containing
goodwill
The Group tests the carrying value of assets at the
cash-generating unit Glanty for impairment annually, or more
frequently if there are indicators that assets might be impaired.
The review is undertaken by assessing whether the carrying value of
assets is supported by their value-in-use, which is calculated as
the net present value of future cash flows derived from those
assets, using cash flow projections. If an impairment charge is
required, this is allocated first to reduce the carrying amount of
any goodwill allocated to the cash-generating unit (GBP1.5m) and
then to the other assets of the cash generating unit, but subject
to not reducing any asset below its recoverable amount. The
impairment review in respect of Glanty concluded that no impairment
charge was required.
For the impairment review, cash flows were prepared using Board
approved forecasts to 31 January 2025, alongside management
projections for a further two years. The projections demonstrate
continued growth in revenue from existing customers including
forecast growth in sales to the Group's listing agent customer
base. Revenue growth in years 4 and 5 are forecast to slow but,
given the early stage that the business is at, revenue growth rates
for these years were still forecast above steady state industry
norms. For the impairment review, a long-term revenue growth rate
beyond the 5-year period of 0% has been assumed.
Key assumptions are those to which the recoverable amount of an
asset or cash-generating unit is most sensitive.
The following key assumptions were used in the discounted cash
flow model for Glanty:
- revenue growth in the base model for the years 1-5 is assumed at a CAGR of 44%;
- EBITDA margins increase to a steady state level of 40% in perpetuity; and
- 14% pre-tax discount rate.
Revenue growth in the base model is assumed at a CAGR of 44%.
Glanty achieved growth in license revenue of 54% in the prior year.
Management believe continued growth in the base model is achievable
in accordance with the acquisition strategy of Glanty providing
additional services for agents listed on the OnTheMarket.com portal
and supports the move of the Group from specific listing services
to a holistic approach towards service and product delivery. In
addition, management believes the projected long term growth rate
beyond 5 years of 0% revenue is prudent and justified, based on the
maturity of growth in the business.
During the forecast period Glanty is expected to become
profitable and EBITDA margins increase to a steady state level of
40% in perpetuity. Management believes this is reflective of a
steady state within the industry and reflects the costs of
supporting the business in the long run.
The discount rate of 14% pre-tax reflects management's estimate
of the time value of money and the consolidated entity's weighted
average cost of capital adjusted for Glanty, the risk-free rate and
the volatility of the share price relative to market movements.
Sensitivity
As disclosed in note 3, the directors have made judgements and
estimates in respect of impairment testing of goodwill. The
impairment review is highly sensitive to reasonably possible
changes in key assumptions used in the value-in-use calculations.
Should these judgements and estimates not occur the resulting
goodwill carrying amount may decrease. The sensitivities are as
follows:
- Revenue growing less than a CAGR of 25% (with unchanged costs)
could lead to an impairment arising
- EBITDA margin in perpetuity at approximately 21.5% (revenue
growth in line with the base case), could lead to an impairment
arising.
13. Intangible assets
Development Technology Customer Total
Group costs related intangibles related
GBP'000 intangibles
GBP'000 GBP'000 GBP'000
Cost:
At 1 February 2020 11,355 - - 11,355
Additions - internally
developed 2,192 - - 2,192
________ ________ ________ ________
At 31 January 2021 13,547 - - 13,547
Amortisation:
At 1 February 2020 6,658 - - 6,658
Charge for the year 2,204 - - 2,204
________ ________ ________ ________
At 31 January 2021 8,862 - - 8,862
________ ________ ________ ________
Net book value:
At 31 January 2021 4,685 - - 4,685
________ ________ ________ ________
Cost:
At 1 February 2021 13,547 - - 13,547
Acquisition through
business combination - 1,482 444 1,926
Additions - internally
developed 2,823 546 - 3,369
________ ________ ________ ________
At 31 January 2022 16,370 2,028 444 18,842
Amortisation:
At 1 February 2021 8,862 - - 8,862
Charge for the year 2,258 165 37 2,460
________ ________ ________ ________
At 31 January 2022 11,120 165 37 11,322
________ ________ ________ ________
Net book value:
At 31 January 2022 5,250 1,863 407 7,520
________ ________ ________ ________
Amortisation is included within administrative expenses in the
income statement.
The development costs relate to those costs incurred in relation
to the development of the Group's online property portal,
OnTheMarket.com. The development costs capitalised above are
amortised over a period of 4 years which represents the period over
which the Directors expect the Group to consume the assets' future
economic benefits. The development costs are amortised from the
point at which the asset is ready for use within the business.
The technology and customer related intangible assets acquired
through business combination acquired through business combination
relate to the development of software by Glanty for teclet lettings
and teclet CRM products and represent the fair value of those
assets acquired as part of the Group's acquisition of Glanty. The
fair value costs at acquisition are amortised over a period of 8
years from the acquisition date, which represents the period over
which the Directors expect the Group to consume the assets' future
economic benefits. Development costs incurred in relation to the
technology related intangibles after acquisition are amortised over
4 years from the point at which the asset is ready for use within
the business.
No material amount was recognised as an expense in the period in
relation to research and development expenditure.
14. Investments in subsidiaries
Subsidiary
undertakings
Company GBP'000
At 1 February 2020 -
Additions -
________
At 31 January 2021 -
Additions 2,364
________
At 31 January 2022 2,364
________
The Company has the following investments in subsidiary
undertakings:
Class of Principal Ownership Ownership
shares activity at 31 Jan at 31
held(1) 2022 Jan
2021
Online property
Agents' Mutual Limited Member portal services 100% 100%
On The Market (Europe)
Limited Ordinary Dormant 100% 100%
Property technology
Glanty Limited Ordinary business 100% 20%
(1) Agents' Mutual is a company limited by guarantee and has no
shares. The Company owns the only member interest in Agents'
Mutual.
OnTheMarket acquired the remaining 80% of Glanty shares on the
28 May 2021, see note 11 for further details.
All the above subsidiary undertakings share the same registered
office as the Company apart from Glanty which is registered at 4
Prince Albert Road, London, NW1 7SN.
On The Market (Europe) Limited is a subsidiary of Agents'
Mutual.
15. Investments in associates
GBP'000
Group
At 1 February 2020 985
Adjustments (40)
Share of after-tax loss (94)
________
At 31 January 2021 851
________
At 1 February 2021 851
Share of after-tax loss (to 28 May 2021) (122)
Fair value loss on step acquisition (183)
Deemed disposal of associate interest in
Glanty (546)
________
At 31 January 2022 -
________
As set out in note 11 the Group exercised the call option to
acquire the remaining 80% of shares in Glanty on 28 May 2021,
thereby obtaining control and from which date Glanty has been
accounted for as a subsidiary undertaking.
16. Investments
GBP'000
Group
At 1 February 2021 -
Additions 405
________
At 31 January 2022 405
________
Investment additions comprise GBP359k of Insurestreet Limited,
trading as Canopy, and GBP46k into Property Funding Hub Limited,
trading as Brickflow. Both businesses are unlisted companies and
the investments were in return for minority interest share in the
equity share capitals. The Group has designated these investments
in equity instruments at FVTOCI as these are investments that the
Group plans to hold in the long term for strategic reasons. No fair
value adjustment was recognised due to proximity of the acquisition
to the year-end date.
17. Provisions
Social security
on share options
granted
GBP'000
At 1 February 2020 808
Exercise of share options (156)
Revaluation of employers' social
security liability 228
_______
At 31 January 2021 880
Exercise of share options (40)
Revaluation of employers' social
security liability 95
_______
At 31 January 2022 935
2022 2021
GBP'000 GBP'000
Disclosed as:
Current liability 732 622
Non-current liability 203 258
_______ _______
935 880
The provision for social security on share options granted
relates to the social security charges that will be incurred by the
Group when the share options are exercised. This is calculated
based on the options disclosed in note 18 in respect of the
management incentive share option plan and the employee share
scheme. Employer's National Insurance Contributions are accrued,
where applicable, at a rate of 15.05%. The amount accrued is based
on the market value of the shares at the period end after deducting
the exercise price of the share option, adjusted to account for any
vesting period related to ongoing employment.
For the purposes of the provision, it is assumed that options
are exercised once employees can do so in determining whether the
liability is current or non-current. Actual liabilities are
triggered on exercise which is at employees' discretion and may be
later than assumed in the above table.
18. Share-based payments
Agent recruitment shares
The Group issued agent recruitment shares during the year.
464,224 ordinary shares were issued (2021: 742,393). Fair value was
determined in accordance with the accounting policy set out in note
2.9. The weighted average fair value of shares granted was GBP0.78
(2021: GBP0.79).
Management and employee share schemes
The Group operates management and employee equity settled share
schemes. Options over its shares were awarded under the employee
share scheme in the year to 31 January 2022, as set out below.
The Company has granted share options under its Management
Incentive Plan, its employee share scheme and its Company Share
Option Plan. The unexercised options at the end of the year are
stated below:
Option
exercise Fair
Grant date of option Expiry per share value 2022 2021
GBP GBP Number Number
Granted 15 September
2017 2027 nil 1.48 5,899,454 6,044,454
Granted 19 September
2017 2027 nil 1.48 110,905 225,568
Granted 10 October
2017 2027 nil 1.48 10,909 25,454
Granted 20 November
2018 2028 1.65 0.69 422,317 572,219
Granted 4 December
2018 2028 nil 1.13 42,424 42,424
Granted 10 September
2020 2030 nil 0.77 119,048 119,048
Granted 10 September
2020 2030 nil 0.65 285,714 285,714
Granted 14 December
2020 2030 nil 0.93 379,249 379,249
Granted 19 March
2021 2031 0.95 0.62 212,245 -
Granted 24 August
2021 2031 nil 0.62 1,089,308 -
______-__ ______-__
Outstanding at 31
January 8,571,573 7,694,130
The value of employee services provided of GBP372k (2021:
GBP452k) has been charged to the income statement.
Management Incentive Plan
Further details of the management incentive share option plan
are as follows:
Weighted
average
2022 exercise
price
Number GBP
Opening at 1 February 5,892,939 -
Granted - -
Exercised (60,000) -
________ ________
Outstanding at 31 January 5,832,939 -
Exercisable at 31 January 4,446,389 -
These share options expire 10 years after the date of grant and
have a nil exercise price. 1,386,550 are exercisable on the fifth
anniversary (9 February 2023). The remaining 4,446,389 options are
exercisable immediately. The fair value of all these options was
charged to the profit and loss account in full in the year to 31
January 2018.
During the year 60,000 options were exercised. The weighted
average share price at exercise was GBP0.95.
Employee share scheme
Further details of the employee share option plan are as
follows:
Weighted
average
2022 exercise
price
Number GBP
Opening at 1 February 1,228,972 -
Granted in the period 1,089,308 -
Exercised in the period (214,208) -
________ ________
Outstanding at 31 January 2,104,072 -
Exercisable at 31 January 230,753 -
These share options expire 10 years after the date of grant.
During the year 214,208 options were exercised. The weighted
average share price at exercise was GBP1.08.
All options granted prior to 1 February 2020 are exercisable at
31 January 2022. Share options granted under this scheme have a nil
exercise price. Details of the options outstanding as at 31 January
2022 and not yet exercisable are as follows:
-- the options were issued pursuant to the Company's Long-Term Investment Plan;
-- they are subject to performance conditions based on the total
shareholder return achieved by the Company relative to the FTSE AIM
100 Index in the three years prior to the performance period end
date and are, save for limited circumstances, forfeited should the
employee leave prior to the vesting date;
-- 119,048 options were granted on 10 September 2020 and vest on 1 February 2023;
-- 285,714 options were granted on 10 September 2020 and vest on 10 September 2025; and
-- 379,249 options were granted on 14 December 2020 and vest on 14 December 2025.
-- 1,089,308 options were granted on 24 August 2021 and vest on 24 August 2026
The options granted were valued using a bespoke Monte-Carlo
model. The inputs used to determine the fair value at the date of
grant for FY22 awards were as follows:
Grant Options Performance Share Exercise Expected Dividend Risk-free Fair
date period price price volatility yield interest value
end date at (GBP) rate derived
grant per
date option
(GBP) (GBP)
24/08/21 1,089,308 23/08/24 0.97 Nil 35% 0% 0.2% 0.62
As the Company was listed on AIM for a period shorter than the
expected life of some of the options, expected volatility was
calculated using both historical data and looking at a basket of
comparable companies.
The fair value of share options under the employee share scheme
is charged to the profit and loss account over the period to
vesting. The share options are, save for limited circumstances,
forfeited should the employee leave prior to this date.
Company Share Option Plan
Further details of the company share option plan are as
follows:
Weighted
average
exercise
price
Number GBP
Outstanding at 31 January 2021 572,219 1.65
Granted in the period 251,669 0.95
Forfeited in the period (189,326) 1.5
________ ________
Outstanding at 31 January 2022 634,562 1.42
Exercisable at 31 January 2022 422,371 1.65
These share options expire 10 years after the date of grant.
Share options granted under this scheme and exercisable at 31
January 2022 have an exercise price of GBP1.65 and vested 3 years
after the date of grant. The remaining share options granted under
this scheme have an exercise price of GBP0.95 and vest 3 years
after the date of grant. The fair value of these share options is
charged to the profit and loss account over the vesting period. The
share options are, save for limited circumstances, forfeited should
the employee leave.
For the options issued under the Company Share Option Plan
during the current year, the Black Scholes method was used to value
share options. Expected volatility was determined by reference to
historic share prices. The valuation model inputs used to determine
the fair value at the grant date, are as follows:
Grant date 19/03/2021
Expiry date 19/03/2031
Share price at grant date GBP0.95
Strike price GBP0.95
Expected volatility 58.7%
Dividend yield 0%
Risk-free interest rate 0.58%
Fair value at grant date GBP0.62
National Insurance Contributions
National insurance contributions are payable by the Group in
respect of all share-based payment schemes except the Company Share
Option Plan. A provision has been recognised at 15.05%.
The following have been expensed in the consolidated income
statement:
2022 2021
GBP'000 GBP'000
Share-based payment charge 372 452
Employer's social security on share options 95 231
_______ _______
467 683
19. Share capital
Share capital issued and fully paid 2022 2021
No. No.
Opening Ordinary shares of GBP0.002
each 72,445,046 70,082,638
Issued in the year 2,104,119 2,362,408
_______ _______
Closing Ordinary shares of GBP0.002
each 74,549,165 72,445,046
2022 2021
GBP'000 GBP'000
Ordinary shares of GBP0.002 each 149 145
All issued shares are fully paid. The holders of ordinary shares
are entitled to receive dividends as declared from time to time and
are entitled to one vote per ordinary share at general meetings of
the Company.
On incorporation, the Company issued 2 ordinary shares of
GBP0.002 each at par.
By a resolution dated 22 December 2017 the Directors are
authorised to issue up to 40,000,000 shares to estate agents in
connection with such agents signing listing agreements with the
Company or its subsidiaries. The Directors confirmed that at most
they will issue 36,363,636 under this authority, which expires on
22 December 2022. As at 31 January 2022, 5,425,477 shares had been
issued under this authority (2021: 4,961,253) leaving 30,938,159
shares authorised but unissued (2021: 31,402,383).
The Company issued 1,528,832 ordinary shares on 1 June 2021 and
reduction of 163,154 ordinary shares on 2 November 2021 in respect
of the share purchase agreement of Glanty as set out in note 11.
The Consideration Shares are subject to lock-in arrangements which
restrict their sale save in limited circumstances. 423,589
Consideration Shares are locked-in for 3 years post-completion and
942,089 Consideration Shares are locked-in for 4 years
post-completion, relating to certain sellers actively involved in
the business. All Consideration Shares are subject to orderly
market arrangements for a further 12 months after the above initial
lock-in periods have expired
The Company issued 174,250 ordinary shares on 29 April 2021,
27,302 ordinary shares on 30 July 2021, 159,963 ordinary shares on
29 October 2021 and 102,709 ordinary shares on 31 January 2022 to
certain new and existing agents following them having earlier
signed new long-term listing agreements to advertise all of their
UK residential sales and letting properties on OnTheMarket.com.
These shares were granted for cash at nominal value and for
additional non-cash consideration. The shares are accounted for as
set out in note 2.9.
The Company issued shares following the exercise of options by
employees as follows during the year:
Shares
1 March 2021 38,180
30 March 2021 42,423
29 April 2021 1,939
20 July 2021 36,363
29 October 2021 60,000
12 November 2021 9,091
14 December 2021 1,212
26 January 2022 85,000
_______
274,208
Share option scheme
At the year end, there were a total of 8,571,573 (2021:
7,694,130) share options under the Company's share option plans
(note 18), which on exercise can be settled either by the issue of
ordinary shares or by market purchases of existing shares. During
the year to 31 January 2022, no options were settled through market
purchases by the Employee Benefit Trust (2021: 90,736 options).
20. Controlling parties
The Directors do not consider there to be a single immediate or
ultimate controlling party (2021: none).
21. Reserves reclassifications
Following the receipt of legal advice during a capital reduction
process (see note 22), some opening adjustments have been made to
the reserves of the Group and Company. These adjustments resulted
in no material impact on prior year reported results or net
assets.
Agent share issues
In prior years, upon the issue of shares to agents as soon as
practicable following contract commencement in return for the
payment of nominal value in cash only (see note 2.9 for further
details), the share premium account was credited with the excess of
the share value over nominal based on the market share price at the
date of issue through the transfer of the relevant amount of the
balance initially recorded in other reserves and, if appropriate,
an additional credit to reflect any increase in share price at
issue compared with contract commencement. In these circumstances,
the prepayment initially created was also increased by the amount
of the additional credit.
This policy has been amended in line with the advice received
and as set out in note 2.9. As the shares are issued in return for
the payment in cash of nominal value only, no credit to share
premium occurs. A prepayment and a credit to other reserves, based
upon the share price at contract commencement, are created. Opening
adjustments have been which give rise to a transfer from share
premium to other reserves to reflect this revised treatment.
Merger reserve
The amount of GBP(71)k shown in prior years as a merger reserve
in the Group accounts has been transferred to other reserves as it
relates to the acquisition of Agents' Mutual by the Company but is
not deemed to meet the legal definition of arising upon the
assumption of equity control by the Company, which is necessary for
it to be treated as a merger reserve, as Agents' Mutual is a
company limited by guarantee, not share capital.
Other adjustments
In the current year, these financial statements reflect a credit
to the Group merger reserve arising from the acquisition of Glanty.
In the Group's unaudited interim results this was shown as a credit
to the share premium account.
22. Post balance sheet events
Capital restructuring
A General meeting was held on the 26 May 2022 at which
shareholder approval for a proposed cancellation of capital was
received. Application has been made to the Courts and, if approved,
this will create additional distributable reserves of GBP44m within
the Company. These additional distributable reserves would provide
the Company with greater flexibility to pay dividends to
shareholders and/or introduce a share buyback programme, should the
Board consider it appropriate in the future. The expected date that
the cancellation becomes effective is on 7 July 2022.
Employee share scheme
On 3 February 2022 Clive Beattie, Chief Financial Officer, sold
85,000 shares at 100p per Ordinary Share to meet personal financial
obligations, which included personal taxes arising on the exercise
of options.
On 9 May 2022 Clive Beattie, Chief Financial Officer, exercised
options over 16,515 shares which were sold at 70p per Ordinary
Share on 10 May 2022 to meet personal financial obligations, which
included personal taxes arising on the exercise of the options.
Share issues
On 21 April 2022 250,000 ordinary shares of 0.2 pence each were
admitted to the AIM market of the London Stock Exchange and issued
to the Company's Employee Benefit Trust to be held to satisfy
future exercises of options under employee share schemes. 9
admitted but unissued shares were cancelled on the same date.
On 29 April 2022 154,129 ordinary shares of 0.2 pence each were
admitted to the AIM market of the London Stock Exchange and issued
to certain agents following them having earlier signed new
long-term listing agreements in accordance with the strategy set
out in the admission document published on 26 January 2018.
There have been no other post balance sheet events.
ENDS
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FR UOAORUKUNAUR
(END) Dow Jones Newswires
June 14, 2022 02:00 ET (06:00 GMT)
Onthemarket (LSE:OTMP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Onthemarket (LSE:OTMP)
Historical Stock Chart
From Apr 2023 to Apr 2024