TIDMFDM
RNS Number : 5023M
FDM Group (Holdings) plc
31 July 2017
FDM Group (Holdings) plc
Interim Results
FDM Group (Holdings) plc ("the Company") and its subsidiaries
(together "the Group" or "FDM"), a global professional services
provider with a focus on Information Technology ("IT") today
announces its Interim Results for the six months ended 30 June
2017.
Highlights
30 June 2017 30 June 2016 % change
-------------------------------------- ------------- ------------- ---------
Revenue GBP117.1m GBP86.5m +35.4%
-------------------------------------- ------------- ------------- ---------
Mountie revenue GBP100.8m GBP76.7m +31.4%
-------------------------------------- ------------- ------------- ---------
Adjusted operating profit(1) GBP22.4m GBP16.6m +34.9%
-------------------------------------- ------------- ------------- ---------
Profit before tax GBP20.6m GBP15.5m +32.9%
-------------------------------------- ------------- ------------- ---------
Adjusted profit before tax(1) GBP22.3m GBP16.5m +35.2%
-------------------------------------- ------------- ------------- ---------
Basic earnings per share 14.0p 10.7p +30.8%
-------------------------------------- ------------- ------------- ---------
Adjusted basic earnings per share(1) 15.5p 11.5p +34.8%
-------------------------------------- ------------- ------------- ---------
Cash flow generated from operations GBP20.0m GBP15.7m +27.4%
-------------------------------------- ------------- ------------- ---------
Cash conversion 96.8% 101.2% -4.4%
-------------------------------------- ------------- ------------- ---------
-- Strong trading and operational performance
-- Further geographic expansion, with North America Mountie
revenue up 56%, APAC 137%, UK and Ireland 14% and EMEA 12%, against
the corresponding period
-- Mounties assigned to client sites at week 26(2) were up 20% at 2,947
-- Mountie utilisation rate(3) for the six months to 30 June 2017 was 96.7% (2016: 97.5%)
-- Strong client acquisition across the Group with, globally, 35
new clients secured in the period
-- Continued sector diversification, with 71% of new clients
outside the financial services sector
-- Online applications to join training programmes increased by
32% on the first half last year
-- 741 training completions in the six months to 30 June 2017 (2016: 701)
-- Interim dividend per share of 12.0 pence, an increase of 29%
(2016: interim dividend of 9.3 pence)
-- FDM Group (Holdings) plc entered the FTSE 250 in June 2017
(1) The adjusted operating profit and adjusted profit before tax
are calculated before performance share plan expenses (including
associated taxes). The adjusted basic earnings per share is
calculated before the impact of performance share plan expenses
(including associated taxes).
(2) Week 26 in 2017 commenced on 26 June 2017 (2016: week 26
commenced on 27 June 2016).
(3) Utilisation is calculated as the ratio of cost of utilised
Mounties to the total Mountie payroll cost.
Rod Flavell, Chief Executive Officer, said:
"This has been a very positive first half with good growth in
Mountie revenue and operating profit, driven in particular by
excellent performances in our North America and APAC regions
together with a very strong close to the period in the UK. Mountie
revenue generated outside of the UK was 50% of total Mountie
revenue in the period, up from 43% for the first half last year
and, at the time of writing, I am delighted to be able to report
that we have achieved another significant milestone as we have
comfortably passed 3,000 Mounties assigned to client sites.
With our proven business model, continuing geographic expansion,
growing customer base and portfolio of established training
facilities, the Board anticipates that the Group's performance for
the full year will be comfortably ahead of its previous
expectations."
Enquiries
For further information:
FDM Rod Flavell - CEO 020 7067 0000 (today)
Mike McLaren - CFO 0203 056 8240 (thereafter)
Weber Shandwick Nick Oborne/ Tom Jenkins 020 7067 0000
Forward-looking statements
This Interim Report contains statements which constitute
"forward-looking statements". Although the Group believes that the
expectations reflected in these forward-looking statements are
reasonable, it can give no assurance that these expectations will
prove to be correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those
expressed or implied by these forward-looking statements.
About FDM
FDM Group (Holdings) plc ("the Company") and its subsidiaries
(together "the Group" or "FDM") is a global professional services
provider with a focus on Information Technology ("IT").
The Group's principal business activities are recruiting,
training and placing its own permanent IT and business consultants
("Mounties") at client sites. The Group also supplies contractors
to clients, either to supplement its own employed consultants'
skill sets or to provide greater experience where required. FDM
specialises in a range of technical and business disciplines
including Development, Testing, Support, Project Management Office,
Data Services, Business Analysis, Business Intelligence and Cyber
Security.
FDM has dedicated training centres and sales operations located
in London, Leeds, Glasgow, New York, Virginia, Toronto, Frankfurt,
Singapore and Hong Kong. FDM also operates in China, Ireland,
France, Switzerland, Austria, Denmark, Australia and South Africa.
FDM has established partnerships with key universities, enabling it
to recruit high quality graduates to train as Mounties.
FDM is a strong advocate of diversity and inclusion in the
workplace, with around 75 nationalities working together as a team.
The Group became an early adopter of the UK's Gender Pay Gap
reporting policy, making FDM the sixth company in the UK to release
their figures. FDM also ranked in the Top 50 Social Mobility
Employer Index this year.
Interim Management Review
Strategy
FDM's strategy is to deliver customer led, sustainable
profitable growth on a consistent basis, through its well
established Mountie model. This strategy requires that all
activities and investments produce the appropriate level of profit
and cash returns, deliver sustained and measurable improvements for
all stakeholders including customers, staff and shareholders and
further FDM's objective of launching the careers of talented people
worldwide.
FDM is focussed on delivering against four key objectives to
achieve its strategic aims: attracting, training and developing
high-calibre Mounties; investing in leading edge training
Academies; growing and diversifying its client base; and expanding
its geographic presence. The Group continued to make strong
progress against all four objectives in the first half of 2017.
(i) FDM attracted 39,000 online applications in the period, an
increase of 32% on the equivalent period in 2016 with 741
individuals completing training in the period having passed FDM's
rigorous selection and assessment criteria, compared with 701 for
the equivalent period in 2016.
(ii) The Group's investment programme has continued into 2017,
with the opening of a new Academy in Singapore and the expansion of
its existing Frankfurt Academy, bringing the total number of
permanent Academies in the Group to nine and the total training
capacity (the number of available training seats at a point in
time) to 768 seats.
(iii) 35 new clients were won globally in the first half of
2017, of which 25 are non-financial services sector clients.
(iv) Growth in Mountie headcount and revenue was achieved across
all four of our operating regions in the first half of 2017, whilst
FDM placed Mounties for the first time in Australia, Spain and
Portugal.
Group results
The Group delivered a good performance in the period with
revenue increasing by 35% to GBP117.1 million (2016: GBP86.5
million), up 29% on a constant currency basis. Mountie revenue
increased by 31% to GBP100.8 million (2016: GBP76.7 million), with
contractor revenue also increasing by 66% to GBP16.3 million (2016:
GBP9.8 million). Whilst the Group's strategy remains to focus on
growing Mountie headcount and Mountie revenue, contractor revenue
increased in the period as a result of meeting specific client
demands which has resulted in a changed revenue mix and a reduced
gross margin of 43% (2016: 46%).
Mounties assigned to client sites at week 26 2017 totalled
2,947, an increase of 20% from 2,452 at week 26 2016 and an
increase of 9% from 2,705 at week 52 2016. Total headcount assigned
to client sites at week 26 2017 was 3,188 (week 26 2016: 2,610) of
which 241 were contractors (week 26 2016: 158). At week 26 we had
46% of our Mounties placed outside of the UK (week 26 2016: 42%).
The ex-military model continues its growth with 235 ex-military
Mounties deployed worldwide at week 26 2017 (week 26 2016:
185).
An analysis of Mountie revenue and headcount by region is set
out in the table below:
Six months Six months Year to
to 30 June to 30 June 31 December 2017 2016 2016
2017 2016 2016 Mounties Mounties Mounties
Mountie Mountie Mountie assigned assigned assigned
revenue revenue revenue to to to
GBPm GBPm GBPm client client client
site site site
at week at week at week
26 26 52
UK and Ireland 51.0 44.6 93.9 1,641 1,468 1,505
North America 36.9 23.6 54.2 892 702 832
EMEA 6.5 5.8 12.0 143 143 135
APAC 6.4 2.7 7.2 271 139 233
------------ ------------ ------------- ----------- ----------- -----------
100.8 76.7 167.3 2,947 2,452 2,705
---------------- ------------ ------------ ------------- ----------- ----------- -----------
Adjusted Group operating margin has decreased to 19.1% (2016:
19.2%) reflecting the gross margin impact of the changed sales mix,
offset in part through the Group's focus on managing overheads in
the period.
The reported results include the benefit arising from favourable
exchange rate movements; on a constant currency basis Mountie
revenue increased by 24% with profit before tax up by 30%.
Segmental review
UK and Ireland
Mounties deployed on client sites in the UK and Ireland at week
26 2017 were 1,641, an increase of 12% over 1,468 at week 26 2016,
generating an increase of 14% in Mountie revenue for the six month
period to 30 June 2017. Total revenue generated in the region
during the same period was up 26% to GBP66.3 million (2016: GBP52.7
million). The higher increase in total revenue is a result of an
increase in contractor revenue. Adjusted operating profit increased
by 8% to GBP14.7 million (2016: GBP13.6 million).
FDM's presence in public sector services grew by 30% over week
26 2016, with 263 Mounties placed in week 26 2017. Training
capacity in the region is unchanged from June 2016 at 394 seats, as
the Group had completed its most recent investment programme in
training facilities prior to June 2016.
North America
Our North American region has seen significant growth. The
region delivered a strong performance in the six months to 30 June
2017 with Mountie revenue increasing by 56% to GBP36.9 million
(2016: GBP23.6 million) resulting in adjusted operating profit
increasing to GBP7.6 million (2016: GBP2.8 million). Mounties
placed on client sites totalled 892 at week 26 2017 (week 26 2016:
702).
The success story in North America is a result of both new
client wins and increased penetration with existing clients as they
experience the value and quality of the FDM model.
As with the UK, the Group undertook significant investment in
training facilities in the period leading up to 30 June 2016,
therefore, training capacity in the North American region remains
unchanged compared with prior year at 256 seats.
EMEA (Europe, Middle East and Africa, excluding UK and
Ireland)
Revenue from EMEA business increased by 12% to GBP6.5 million
(2016: GBP5.8 million), with adjusted operating profit of GBP0.3
million (2016: GBP0.4 million). Mounties deployed on client sites
remained unchanged at 143 for both week 26 2017 and week 26
2016.
In the first six months of 2017, FDM has invested in its
Frankfurt Academy and office, increasing its training capacity from
20 up to 48 seats, meaning it is well placed to expand in the
German market. FDM continues to explore opportunities in the
smaller Swiss and Austrian markets.
APAC (Asia Pacific)
APAC Mountie revenue grew significantly by 137% to GBP6.4
million (2016: GBP2.7 million). Mounties placed on site at week 26
were 271, up from 139 at week 26 2016.
With a training capacity of 30 seats, the Singapore Academy and
sales office opened in April 2017. FDM now has two dedicated
training facilities in the APAC region, with a training capacity of
70 seats. A small adjusted operating loss of GBP0.3 million was
generated in the period (2016: loss of GBP0.2 million) reflecting
investment in facilities and people in the region. Mounties were
placed in Australia for the first time in 2017.
Adjusting items
The Group presents adjusted results, in addition to the
statutory results, as the Directors consider that they provide an
indication of underlying performance. The adjusted results are
stated before performance share plan expenses including associated
taxes (where applicable).
The performance share plan expenses including social security
costs were GBP1.7 million in the six months to 30 June 2017 (2016:
GBP1.0 million). Details of the performance share plan are set out
in note 11 to the Condensed Consolidated Interim Financial
Statements.
Net finance expense
As the Group has no borrowings, finance costs are minimal. The
net charge for the period represents GBP12,000 of finance income
and a finance expense of GBP64,000 representing non-utilisation
charges on the undrawn element of the Group's revolving credit
facility.
Taxation
The tax charge of GBP5.5 million represents the effective tax
charge on the Group profit before taxation at the Group's effective
tax rate of 26.8% (2016: 25.8%). The effective rate is higher than
the underlying UK rate because of profits earned in higher tax
jurisdictions.
Earnings per share
The basic earnings per share increased in the period to 14.0
pence (2016: 10.7 pence) whilst adjusted basic earnings per share
was 15.5 pence (2016: 11.5 pence). Diluted earnings per share was
14.0 pence, there was no dilution for the period to 30 June
2016.
Dividend
An interim dividend of 12.0 pence per ordinary share (2016: 9.3
pence) was declared by the Directors on 28 July 2017 and will be
payable on 22 September 2017 to holders of record on 25 August
2017. The Board continues to follow a progressive dividend policy,
its aim being to steadily increase the Group's base dividend, on an
annual basis, approximately in line with the growth in the Group's
earnings per share.
Cash flow and net funds
Net cash flow from operating activities increased from GBP11.9
million in the half year to 30 June 2016 to GBP13.7 million in the
first six months to 30 June 2017. Cash conversion was 97%, with the
decrease from 101% in 2016 attributable to movements in working
capital. The Group's cash balance at 30 June 2017 was GBP29.3
million (2016: GBP19.1 million) and undrawn facilities of GBP20.0
million are available until 31 August 2018 (2016: GBP20.0
million).
Related party transactions
Details of related party transactions are included in note 12 to
the Condensed Interim Financial Statements.
Principal risks facing the business
The Group faces a number of risks and uncertainties which could
have a material impact upon its long-term performance. The
principal risks and uncertainties faced by the Group are set out in
the Annual Report and Accounts for the year ended 31 December 2016
on pages 34 to 39.
Since the approval of the last Annual Report and Accounts, the
Board has reviewed the Group's Risk Register with particular focus
on the strategic risks of: economic environment, exposure in
financial services sector and balancing supply and demand. The
Board's assessment of its principal risks remains unchanged from
that as set out in the Annual Report and Accounts for the year
ended 31 December 2016. The Board considers that the Group has
appropriate mitigation at this time and will continue to monitor
its key risks.
Summary and outlook
We are pleased with FDM's financial performance for the six
months to 30 June 2017 and the Board anticipates that the Group's
results for the full year will be comfortably ahead of its previous
expectations.
By order of the Board
Rod Flavell Mike McLaren
Chief Executive Officer Chief Financial Officer
28 July 2017
Condensed Consolidated Income Statement
for the six months ended 30 June 2017
Six months Six months Year ended
to 30 to 30 31 December
June 2017 June 2016
2016
(Unaudited) (Unaudited) (Audited)
Note GBP000 GBP000 GBP000
Revenue 117,098 86,513 189,403
Cost of sales (66,367) (46,816) (103,291)
Gross profit 50,731 39,697 86,112
Administrative expenses (30,048) (24,179) (50,691)
Operating profit 20,683 15,518 35,421
Finance income 12 18 28
Finance expense (64) (63) (128)
Net finance expense (52) (45) (100)
Profit before income tax 20,631 15,473 35,321
Taxation 7 (5,529) (3,992) (9,139)
Profit for the period 15,102 11,481 26,182
Earnings per ordinary share
pence pence pence
Basic 9 14.0 10.7 24.4
Diluted 9 14.0 10.7 24.2
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2017
Six months Six months Year ended
to 30 to 30 June 31 December
June 2017 2016 2016
(Unaudited) (Unaudited) (Audited)
GBP000 GBP000 GBP000
Profit for the period 15,102 11,481 26,182
Other comprehensive income
Items that may be subsequently reclassified
to profit or loss
Exchange differences on retranslation
of foreign operations
(net of tax) (348) 714 1,388
Total other comprehensive (expense)/
income (348) 714 1,388
Total comprehensive income for the
period 14,754 12,195 27,570
Condensed Consolidated Statement of Financial Position
as at 30 June 2017
30 June 30 June 31 December
2017 2016 2016
(Unaudited) (Unaudited) (Audited)
Note GBP000 GBP000 GBP000
Non-current assets
Property, plant and equipment 5,271 4,996 5,011
Intangible assets 19,320 19,546 19,533
Deferred income tax assets 1,486 340 772
26,077 24,882 25,316
Current assets
Trade and other receivables 36,383 30,595 29,164
Cash and cash equivalents 10 29,311 19,139 27,844
65,694 49,734 57,008
Total assets 91,771 74,616 82,324
Non-current liabilities
Deferred income tax liabilities - 391 -
- 391 -
Current liabilities
Trade and other payables 29,115 23,894 24,628
Current income tax liabilities 3,737 3,350 4,358
32,852 27,244 28,986
Total liabilities 32,852 27,635 28,986
Net assets 58,919 46,981 53,338
Equity attributable to owners of
the parent
Share capital 1,075 1,075 1,075
Share premium 7,873 7,873 7,873
Capital redemption reserve 52 52 52
Translation reserve 1,116 790 1,464
Other reserves 4,371 1,489 2,470
Retained earnings 44,432 35,702 40,404
Total equity 58,919 46,981 53,338
Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 2017
Six months Six months Year ended
to 30 to 30 31 December
June June 2016 2016
2017
(Unaudited) (Unaudited) (Audited)
Note GBP000 GBP000 GBP000
Cash flows from operating activities
Profit before tax for the period 20,631 15,473 35,321
Adjustments for:
Depreciation and amortisation 680 525 1,180
Finance income (12) (18) (28)
Finance expense 64 63 128
Share-based payment charge (including
associated social security costs) 1,713 1,033 2,217
Increase in trade and other
receivables (7,220) (6,002) (4,571)
Increase in trade and other
payables 4,106 4,586 5,126
Cash flows generated from operations 19,962 15,660 39,373
Interest received 12 18 28
Income tax paid (6,300) (3,789) (8,751)
Net cash flow from operating
activities 13,674 11,889 30,650
Cash flows from investing activities
Acquisition of property, plant
and equipment (780) (1,155) (1,735)
Acquisition of intangible assets (14) (28) (60)
Net cash used in investing activities (794) (1,183) (1,795)
Cash flows from financing activities
Finance costs paid (57) (56) (128)
Dividends paid 8 (11,074) (14,515) (24,514)
Net cash used in financing activities (11,131) (14,571) (24,642)
Exchange (losses)/ gains on
cash and cash equivalents (282) 644 1,271
Net increase/ (decrease) in
cash and cash equivalents 1,467 (3,221) 5,484
Cash and cash equivalents at
beginning of period 27,844 22,360 22,360
Cash and cash equivalents at
end of period 29,311 19,139 27,844
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2017
Capital
Share Share redemption Translation Other Retained Total
capital premium reserve reserve reserves earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Unaudited
Balance at 1 January
2017 1,075 7,873 52 1,464 2,470 40,404 53,338
Profit for the period - - - - - 15,102 15,102
Other comprehensive
(expense)/ income
for the period - - - (348) - - (348)
Total comprehensive
(expense)/ income
for the period - - - (348) - 15,102 14,754
Share-based payments
(note 11) - - - - 1,901 - 1,901
Dividends (note
8) - - - - - (11,074) (11,074)
Total transactions
with owners, recognised
directly in equity - - - - 1,901 (11,074) (9,173)
Balance at 30 June
2017 1,075 7,873 52 1,116 4,371 44,432 58,919
Capital
Share Share redemption Translation Other Retained Total
capital premium reserve reserve reserves earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Unaudited
Balance at 1 January
2016 1,075 7,873 52 76 589 38,736 48,401
Profit for the period - - - - - 11,481 11,481
Other comprehensive
income for the period - - - 714 - - 714
Total comprehensive
income for the period - - - 714 - 11,481 12,195
Share-based payments
(note 11) - - - - 900 - 900
Dividends (note
8) - - - - - (14,515) (14,515)
Total transactions
with owners, recognised
directly in equity - - - - 900 (14,515) (13,615)
Balance at 30 June
2016 1,075 7,873 52 790 1,489 35,702 46,981
Condensed Consolidated Statement of Changes in Equity
(continued)
for the six months ended 30 June 2017
Capital
Share Share redemption Translation Other Retained Total
capital premium reserve reserve reserves earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Audited
Balance at 1 January
2016 1,075 7,873 52 76 589 38,736 48,401
Profit for the year - - - - - 26,182 26,182
Other comprehensive
income for the year - - - 1,388 - - 1,388
Total comprehensive
income for the year - - - 1,388 - 26,182 27,570
Share-based payments - - - - 1,881 - 1,881
Dividends (note
8) - - - - - (24,514) (24,514)
Total transactions
with owners, recognised
directly in equity - - - - 1,881 (24,514) (22,633)
Balance at 31 December
2016 1,075 7,873 52 1,464 2,470 40,404 53,338
Notes to the Condensed Consolidated Interim Financial
Statements
1 General information
The Group is an international professional services provider
focusing principally on IT, specialising in the recruitment,
training and placement of its own permanent IT consultants.
The Company is a public limited company incorporated and
domiciled in the UK with a Premium Listing on the London Stock
Exchange. The Company's registered office is 3rd Floor, Cottons
Centre, Cottons Lane, London SE1 2QG and its registered number is
07078823.
These Condensed Interim Financial Statements were approved for
issue by the Board of Directors of the Group on 28 July 2017. They
have not been audited, but have been subject to an independent
review by PricewaterhouseCoopers LLP, whose independent report is
included.
These Condensed Interim Financial Statements do not comprise
statutory accounts within the meaning of section 434 of the
Companies Act 2006. The Annual Report and Accounts for the year
ended 31 December 2016 was approved by the Board of Directors of
the Group on 7 March 2017 and delivered to the Registrar of
Companies. The report of the auditors on those accounts was
unqualified, did not contain an emphasis of matter paragraph and
did not contain any statement under section 498 of the Companies
Act 2006.
2 Basis of preparation
These Condensed Interim Financial Statements for the six months
ended 30 June 2017 have been prepared in accordance with the
Disclosure and Transparency Rules of the Financial Conduct
Authority and IAS 34 'Interim Financial Reporting' as adopted by
the European Union. These Condensed Interim Financial Statements
should be read in conjunction with the Annual Report and Accounts
for the year ended 31 December 2016, which has been prepared in
accordance with IFRSs as adopted by the European Union.
Going concern basis
The Group's continued and forecast global growth, positive
operating cash flow and liquidity position, together with its
distinctive business model and infrastructure, enable the Group to
manage its business risks. The Group's forecasts and projections
show that it will continue to operate with adequate cash resources
and within the current working capital facilities. The Group passed
all bank covenants tested in the period and forecasts that all
covenants will be passed for a period of at least twelve months
from the date of signing this interim report.
Having reassessed the principal risks, the Directors considered
it appropriate to adopt the going concern basis of accounting in
preparing the interim financial information.
3 Significant accounting policies
These Condensed Interim Financial Statements have been prepared
in accordance with the accounting policies, methods of computation
and presentation adopted in the financial statements for the year
ended 31 December 2016, except for; certain IAS 34 Interim
Financial Reporting requirements in respect of income tax.
The Directors have considered all new, revised or amended
standards and interpretations which are mandatory for the first
time for the financial year ending 31 December 2017, and concluded
that none have had any significant impact on these interim
financial statements. New, revised or amended standards and
interpretations that are not yet effective have not been early
adopted. With the exception of IFRS 16 'Leases', the Directors do
not anticipate that the adoption of these standards and
interpretations will have a material impact on the Group's
financial statements in the period of initial application. The
Group has carried out an assessment of the likely impact of IFRS 16
'Leases', on its lease portfolio as at 31 December 2016.
Application of the new standard will result in a material increase
in assets and liabilities on the Consolidated Statement of
Financial Position, however the impact on net assets and the income
statement will not be material. IFRS 16 is mandatory for financial
years commencing on or after 1 January 2019. At this stage, the
Group does not intend to adopt the standard before its effective
date.
4 Significant accounting estimates and assumptions
The preparation of the Group's Condensed Interim Financial
Statements requires management to make judgements, estimates and
assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities, and the disclosure of contingent
liabilities, at the end of the reporting period. However,
uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount
of the asset and liability affected in future periods. The
judgements, estimates and assumptions applied in the Condensed
Interim Financial Statements, including the key sources of
estimation uncertainty, were the same as those applied in the
Group's annual financial statements for the year ended 31 December
2016, with the following exception:
-- The estimate of the provision for income taxes, which is
determined in the interim financial statements using the estimated
average annual effective income tax rate applied to the pre-tax
income of the interim period.
The following are considered to be the Group's significant areas
of judgement:
Share-based payment charge
A share-based payment charge is recognised in respect of share
awards based on the Directors' best estimate of the number of
shares that will vest based on the performance conditions of the
awards, which comprise adjusted EPS growth and the number of
employees that will leave before vesting. The charge is calculated
based on the fair value on the grant date using the Black Scholes
model and is expensed over the vesting period.
Impairment of goodwill
For impairment testing of goodwill the weighted average cost of
capital ("WACC") is calculated to reflect a required rate of
return. The WACC is used to discount the estimated future cash
flows of the Group to arrive at a value in use, which is compared
to the carrying value of the goodwill and other net assets of the
respective cash generating unit at the balance sheet date. If the
value in use is greater than the carrying value of goodwill and
other net assets at the balance sheet date, there is no
impairment.
5 Seasonality
The Group is not significantly impacted by seasonality trends. A
lower number of working days in the first half of the year is
approximately offset by increased annual leave in the second half
of the year.
6 Segmental reporting
Management has determined the operating segments based on the
operating reports reviewed by the Board of Directors that are used
to assess both performance and strategic decisions. Management has
identified that the Executive Directors are the chief operating
decision maker in accordance with the requirements of IFRS 8
'Operating segments'.
At 30 June 2017, the Board of Directors consider that the Group
is organised into four core geographical operating segments:
(1) UK and Ireland;
(2) North America;
(3) Europe, Middle East and Africa, excluding UK and Ireland ("EMEA"); and
(4) Asia Pacific ("APAC").
Each geographical segment is engaged in providing services
within a particular economic environment and is subject to risks
and returns that are different from those of segments operating in
other economic environments.
All segment revenue, profit before income taxation, assets and
liabilities are attributable to the principal activity of the
Group, being an international professional services provider with a
focus on IT.
6 Segmental reporting (continued)
Segmental reporting for the six months ended 30 June 2017
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 66,330 37,732 6,515 6,521 117,098
Depreciation and amortisation (398) (219) (18) (50) (685)
Segment operating profit/
(loss) 13,365 7,307 304 (293) 20,683
Finance income 10 1 1 - 12
Finance costs (54) (3) (5) (2) (64)
Profit/ (loss) before income
tax 13,321 7,305 300 (295) 20,631
Total assets 64,349 17,377 5,440 4,605 91,771
Total liabilities (16,087) (9,840) (2,134) (4,791) (32,852)
Included in total assets above are non-current assets (excluding
deferred tax) as follows:
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
30 June 2017 22,401 1,465 318 407 24,591
Segmental reporting for the six months ended 30 June 2016
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 52,662 25,112 5,814 2,925 86,513
Depreciation and amortisation (373) (120) (7) (25) (525)
Segment operating profit/
(loss) 12,825 2,559 383 (249) 15,518
Finance income 15 - 3 - 18
Finance costs (54) (2) (5) (2) (63)
Profit/ (loss) before income
tax 12,786 2,557 381 (251) 15,473
Total assets 56,348 11,383 4,670 2,215 74,616
Total liabilities (15,945) (7,999) (2,075) (1,616) (27,635)
6 Segmental reporting (continued)
Included in total assets above are non-current assets (excluding
deferred tax) as follows:
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
30 June 2016 23,010 1,301 33 198 24,542
Segmental reporting for the year ended 31 December 2016
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 112,912 56,782 12,082 7,627 189,403
Depreciation and amortisation (762) (334) (18) (66) (1,180)
Segment operating profit/
(loss) 26,058 8,909 1,199 (745) 35,421
Finance income 20 - 7 1 28
Finance costs (106) (4) (14) (4) (128)
Profit/ (loss) before income
tax 25,972 8,905 1,192 (748) 35,321
Total assets 60,232 14,265 4,974 2,853 82,324
Total liabilities (17,791) (6,686) (1,862) (2,647) (28,986)
Included in total assets above are non-current assets (excluding
deferred tax) as follows:
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
31 December 2016 22,755 1,551 26 212 24,544
Information about major customers
Three customers each represent 10% or more of the Group's
revenue from all four operating segments and are presented as
follows:
Six months Six months Year ended
to 30 June to 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Revenue from customer A 23,444 9,737 26,126
Revenue from customer B 4,680 11,410 19,647
Revenue from customer C 12,310 5,753 15,761
7 Taxation
Income tax expense is recognised based on management's estimate
of the weighted average annual income tax rate expected for the
full financial year. The estimated average annual tax rate used for
the six months ended 30 June 2017 is 26.8% (the estimated tax rate
for the six months ended 30 June 2016 was 25.8%).
8 Dividends
2017
An interim dividend of 12 pence per ordinary share was declared
by the Directors on 28 July 2017 and will be payable on 22
September 2017 to holders of record on 25 August 2017.
2016
An interim dividend of 9.3 pence per ordinary share was declared
by the Directors on 26 July 2016 and paid on 23 September 2016 to
holders of record on 26 August 2016. In respect of the full year to
31 December 2016, the Board proposed a final dividend of 10.3 pence
per share. This was approved by shareholders at the Annual General
Meeting on 27 April 2017, and was paid on 16 June 2017 to
shareholders of record on 26 May 2017.
9 Earnings per ordinary share
Basic earnings per share is calculated by dividing the profit
attributable to ordinary equity holders of the parent company by
the weighted average number of ordinary shares in issue during the
period.
Six months Six months Year ended
to to 31 December
30 June 30 June 2016
2017 2016
Profit for the period GBP000 15,102 11,481 26,182
Average number of ordinary shares
in issue (thousands) Number 107,518 107,518 107,518
Basic earnings per share Pence 14.0 10.7 24.4
Adjusted basic earnings per share is calculated by dividing the
profit attributable to ordinary equity holders of the parent
company, excluding performance share plan expense (including social
security costs), by the weighted average number of ordinary shares
in issue during the period.
Six months Six months Year ended
to to 31 December
30 June 30 June 2016
2017 2016
Profit for the period (basic
earnings) GBP000 15,102 11,481 26,182
Share-based payment expense
(including social security
costs) (see note 11) GBP000 1,713 1,033 2,217
Tax effect of share-based
payment expense GBP000 (173) (169) (672)
Adjusted profit for the
period GBP000 16,642 12,345 27,727
Average number of ordinary shares
in issue (thousands) Number 107,518 107,518 107,518
Adjusted basic earnings per
share Pence 15.5 11.5 25.8
9 Earnings per ordinary share (continued)
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The Company
has one type of dilutive potential ordinary shares in the form of
share options; the number of shares in issue has been adjusted to
include the number of shares that would have been issued assuming
the exercise of the share options.
Six months Six months Year ended
to to 31 December
30 June 30 June 2016
2017 2016
Profit for the period (basic
earnings) GBP000 15,102 11,481 26,182
Average number of ordinary
shares in issue (thousands) Number 107,518 107,518 107,518
Adjustment for share options
(thousands) Number 554 - 585
Diluted number of ordinary
shares in issue (thousands) Number 108,072 107,518 108,103
Diluted earnings per share Pence 14.0 10.7 24.2
10 Analysis of net cash (non-GAAP measure)
30 June 30 June 31 December
2017 2016 2016
GBP000 GBP000 GBP000
Cash and cash equivalents 29,311 19,139 27,844
Net cash is defined as borrowings less net cash and cash
equivalents. The Group had undrawn borrowings at 30 June 2017 of
GBP20,000,000 (2016: GBP20,000,000).
11 Share-based payments
During the six month period ended 30 June 2017 the Group
recognised share-based payment charges of GBP1,337,000 (2016:
GBP900,000) and associated social security costs of GBP376,000
(2016: GBP133,000). Also recognised in 'Other reserves' is deferred
tax of GBP564,000 (2016: GBPnil).
12 Related party transactions
During the six month period ended 30 June 2017 the Company paid
GBP18,000 (six months ended 30 June 2016: GBP18,000) to Rod
Flavell, Chief Executive Officer and Sheila Flavell, Chief
Operating Officer, for rent of an apartment used for short-term
employee accommodation. The rent payable was at market rate, no
balances were outstanding at period end (2016: GBPnil). At no time
during the six months to 30 June 2017 or during 2016 was the
apartment used by any of the Directors.
During the six month period ended 30 June 2017 the Company paid
GBP16,000 (six months ended 30 June 2016: GBP30,240) for contractor
IT services to Viper Business Solutions Limited, which is a limited
company wholly owned by the daughter of Sheila Flavell. The IT
services performed were provided to a client of the Group and were
charged at market rate, no balances were outstanding at period end
(2016: GBP8,064).
A number of the Directors' family members are employed by the
Group. The employment relationships are at market rate and are
carried out on an arm's length basis.
12 Related party transactions (continued)
The key management personnel comprise the Directors of the
Group. The compensation of key management is set out below:
Six months Six months Year ended
to to 31 December
30 June 30 June 2016
2017 2016
GBP000 GBP000 GBP000
Short-term employee benefits 1,243 1,201 2,712
Post-employment benefits 4 17 32
Share-based payments 357 204 241
1,604 1,422 2,985
13 Financial instruments
There are no material differences between the fair value of the
financial assets and liabilities included within the following
categories in the Condensed Consolidated Statement of Financial
Position and their carrying value:
-- Trade and other receivables
-- Cash and cash equivalents
-- Trade and other payables
Statement of Directors' Responsibilities
The Directors confirm that these condensed interim financial
statements have been prepared in accordance with International
Accounting Standard 34 "Interim Financial Reporting" as adopted by
the European Union, and that the interim management report includes
a fair review of the information required by DTR 4.2.7R and DTR
4.2.8R of the Disclosure and Transparency Rules of the Financial
Conduct Authority, namely:
-- An indication of important events that have occurred during
the first six months and their impact on the condensed set of
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- Material related party transactions in the first six months
and any material changes in the related party transactions
described in the last Annual Report.
Directors who held office during the period:
Ivan Martin Non-Executive Chairman
Roderick Flavell Chief Executive Officer
Sheila Flavell Chief Operating Officer
Michael McLaren Chief Financial Officer
Andrew Brown Chief Commercial Officer
Peter Whiting Non-Executive Director
Robin Taylor Non-Executive Director
Michelle Senecal de Fonseca Non-Executive Director
David Lister Non-Executive Director
The Executive Directors and Chairman of FDM were listed in the
Annual Report and Accounts of the Company for the year ended 31
December 2016 and remained the same in the six months to 30 June
2017.
By order of the Board
Rod Flavell Mike McLaren
Chief Executive Officer Chief Financial Officer
28 July 2017
Independent review report to FDM Group (Holdings) plc
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed FDM Group (Holdings) plc's condensed
consolidated interim financial statements (the "interim financial
statements") in the interim report of FDM Group (Holdings) plc for
the 6 month period ended 30 June 2017. Based on our review, nothing
has come to our attention that causes us to believe that the
interim financial statements are not prepared, in all material
respects, in accordance with International Accounting Standard 34,
'Interim Financial Reporting', as adopted by the European Union and
the Disclosure Guidance and Transparency Rules sourcebook of the
United Kingdom's Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:
-- the condensed consolidated statement of financial position as at 30 June 2017;
-- the condensed consolidated income statement and the condensed
consolidated statement of comprehensive income for the period then
ended;
-- the condensed consolidated statement of cash flows for the period then ended;
-- the condensed consolidated statement of changes in equity for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the interim report
have been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the
European Union and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2 to the interim financial statements, the
financial reporting framework that has been applied in the
preparation of the full annual financial statements of the Group is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The interim report, including the interim financial statements,
is the responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the interim report in
accordance with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the interim
financial statements in the interim report based on our review.
This report, including the conclusion, has been prepared for and
only for the company for the purpose of complying with the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We
do not, in giving this conclusion, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Responsibilities for the interim financial statements and the
review (continued)
What a review of interim financial statements involves
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the interim
report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
London
28 July 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EANXPALPXEFF
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