TIDMFDM
RNS Number : 3202F
FDM Group (Holdings) plc
27 July 2016
27 July 2016
FDM Group (Holdings) plc
Interim Results
FDM Group (Holdings) plc and its subsidiaries ("the Group,"
"FDM", or "the Company"), a global professional services provider
with a focus on Information Technology ("IT") today announces its
Interim Results for the six months ended 30 June 2016.
Highlights
30 June 2016 30 June 2015 % change
------------------------------------- ------------- ------------- ---------
Revenue GBP86.5m GBP74.6m 16.0%
------------------------------------- ------------- ------------- ---------
Mountie revenue GBP76.7m GBP55.4m 38.4%
------------------------------------- ------------- ------------- ---------
Adjusted(1) Group operating profit GBP16.6m GBP13.5m 23.0%
------------------------------------- ------------- ------------- ---------
Group profit before tax GBP15.5m GBP13.1m 18.3%
------------------------------------- ------------- ------------- ---------
Adjusted(1) Group profit before
tax GBP16.5m GBP13.4m 23.1%
------------------------------------- ------------- ------------- ---------
Basic earnings per share 10.7p 9.2p 16.3%
------------------------------------- ------------- ------------- ---------
Adjusted(1) basic earnings per
share 11.5p 9.3p 23.7%
------------------------------------- ------------- ------------- ---------
Net cash position at period end GBP19.1m GBP13.6m 40.4%
------------------------------------- ------------- ------------- ---------
Cash flow generated from operations GBP15.7m GBP14.6m 7.5%
------------------------------------- ------------- ------------- ---------
Adjusted(1) cash conversion 94.9% 109.2% -13.1%
------------------------------------- ------------- ------------- ---------
Interim ordinary dividend per
share declared 9.3p 8.0p 16.3%
------------------------------------- ------------- ------------- ---------
-- A period of strong operational and financial performance
-- Adjusted Group profit before tax up 23% to GBP16.5 million on
revenues up 16% to GBP86.5 million
-- Mounties assigned to client sites at the commencement of week
26 2016 was 2,452, up 34% against week 26 2015(2) (1,831 Mounties
assigned) and 21% against week 52 2015 (2,022 Mounties
assigned)
-- Continued sector and geographic diversification, including
strong North America and APAC growth in Mounties assigned, up 65%
and 62% respectively compared with week 26 2015
-- Ongoing growth supported by investment in new, enlarged
training academies in a number of our territories, with global
training capacity at 30 June 2016 increased by 40% over 30 June
2015
-- Total headcount assigned to client sites at week 26 was 2,610
(2015: 2,176)(2) ; (2015 week 52: 2,329)
-- 701 training completions in the six months to June 2016 (30
June 2015: 554); (year to 31 December 2015: 1,240)
-- Mountie utilisation rate for the six months to 30 June 2016 was 97.5% (2015: 97.8%)
-- Interim dividend of 9.3 pence per share, an increase of 16%
(2015: interim dividend of 8.0 pence)
-- Group well placed to deliver Board expectations for full year
(1) The adjusted Group operating profit, adjusted Group profit
before tax and adjusted cash conversion are calculated before share
option plan expenses (including associated taxes). The adjusted
basic earnings per share is calculated before the impact of share
option plan expenses (including associated taxes).
(2) Week 26 in 2016 commenced on 27 June 2016 (2015: week 26
commenced on 22 June 2015).
Rod Flavell, Chief Executive Officer, said:
"The six months to 30 June 2016 has seen FDM again deliver a
strong operational and financial performance, which is continuing
into the second half, with good client engagement and new potential
client interest in each of our operating regions. Non-UK trading
operations represented 40% of Group revenue in the period, up from
32% for the first half last year, and we are assessing new
opportunities in Australia, Scandinavia and additional geographic
regions within North America. Notwithstanding the changing European
political backdrop we remain confident that FDM is very well placed
to meet the Board's expectations for the full year."
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 IT.
The Group's principal business activities involve recruiting,
training and placing its own permanent IT and business consultants
(known as "Mounties") at client sites. These take place across a
range of technical and business disciplines including Development,
Testing, Support, Project Management Office, Data Services,
Business Analysis, Business Intelligence and Cyber Security. The
Group also supplies contractors to customers, either to supplement
its own employed consultants' skill sets or to provide greater
experience where required.
The Group has training academies and sales operations in
dedicated facilities located in London, Leeds, Glasgow, New York,
Virginia, Toronto, Frankfurt, Singapore and Hong Kong. In addition,
FDM operates in China, Ireland, France, Switzerland, Austria 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 encourages and supports the recruitment of women into the
IT industry, promoting their advancement through the "FDM Women in
IT" initiative. The Group also actively recruits ex-Forces
personnel in both the UK and the USA. The Group has launched a
'"Getting Back to Business" programme in the UK and Singapore,
aiding those workers who are ready to re-enter the workplace after
a career break. This launch follows the success of our pilot
programme in Hong Kong.
Interim Management Review
Strategy
FDM's strategy is to deliver customer led, sustainable
profitable growth on a consistent basis, applying 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.
To drive its strategy FDM seeks to leverage its core service
areas through increased Mountie headcount, the establishment of new
academies, increased penetration into its existing customer base
and expansion of the customer base across the territories in which
it operates.
Group results
The Group delivered a strong performance in the period with
Group revenues increasing by 16% to GBP86.5 million (2015: GBP74.6
million). Mountie revenue increased by 38% to GBP76.7 million
(2015: GBP55.4 million). The lower rate of growth in total revenue
when compared to Mountie revenue reflects the continued shift away
from contractors, with the Group's focus remaining centred on
growing its core Mountie numbers, which has resulted in a positive
impact on gross margin which increased to 46% (2015: 39%).
At week 26 we had 42% of our Mounties placed outside of the UK
(week 26 2015: 36%). Mounties assigned to client sites at week 26
2016 totalled 2,452, an increase of 37% from 1,831 at week 26 2015
and an increase of 21% from 2,022 at week 52 2015. Total headcount
assigned to client sites at week 26 2016 was 2,610 (week 26 2015:
2,176) of which 158 were contractors (week 26 2015: 345). The
ex-military model continues its growth with 185 ex-military
Mounties deployed worldwide at 30 June 2016 (2015: 118).
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 2016 2015 2015
2016 2015 2015 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 44.6 35.0 74.6 1,468 1,174 1,264
North America 23.6 13.7 31.0 702 425 520
EMEA 5.8 5.1 10.2 143 146 133
APAC 2.7 1.6 3.6 139 86 105
------------ ------------ ------------- ----------- ----------- -----------
76.7 55.4 119.4 2,452 1,831 2,022
---------------- ------------ ------------ ------------- ----------- ----------- -----------
Adjusted Group operating margin has increased to 19.2% (2015:
18.1%) as the headcount mix has moved toward the higher gross
margin Mountie business.
Segmental review
UK and Ireland
Mounties deployed on client sites in the UK and Ireland at week
26 2016 were 1,468, an increase of 25% over week 26 2015 of 1,174,
generating an increase of 27% in Mountie revenue for the six month
period to 30 June 2016. Total revenue generated during the same
period was up 3% to GBP52.7 million (2015: GBP51.2 million). The
lower increase in total revenue is a result of the planned decrease
in contractor numbers. Adjusted operating profit increased by 27%
to GBP13.6 million (2015: GBP10.7 million).
January 2016 saw the opening of a new, larger Academy and sales
office in Glasgow, more than doubling the training capacity in
Scotland. This has provided an opportunity for us to work more
closely with our university partners in the area, while creating
new partnerships and developing existing relationships with
customers.
Training capacity in the UK has increased by 11% compared to
June 2015 as a result of the Group's investment in training
facilities.
During the first half of 2016 FDM's presence in public sector
services and not-for-profit organisations grew, with over 200
Mounties placed in week 26 2016 (2015: 87). The first "Getting Back
to Business" class, FDM's Returners to Work programme in the UK,
commenced in the period.
North America
Our North American businesses have seen rapid growth, with
increasing numbers of trainees in the Academies, Mounties deployed
on site, and revenues earned. The region delivered a strong
performance in the six months to 30 June 2016 with revenue
increasing by 53% to GBP25.1 million (2015: GBP16.4 million) and
adjusted operating profit increasing to GBP2.8 million (2015:
GBP2.3 million). Mounties placed on client sites totalled 702 at
week 26 2016 (week 26 2015: 425). Mountie headcount in North
America as a proportion of total Mountie headcount increased to 29%
(2015: 23%).
Investment in facilities in North America has been focussed on
geographic locations which are strategically placed to deliver to
existing clients and to facilitate growth opportunities. The new
enlarged Toronto centre which opened in April 2016 includes six
classrooms and increases FDM's training capacity in the city by
106%, enabling FDM to meet increasing client requirements in
Canada. The US training Academies increased capacity by 90% by
expanding the New York Academy further and opening a new Academy in
Reston, Virginia in June, allowing FDM to recruit Mounties and
service the demand of new clients in the area.
EMEA (Europe, Middle East and Africa, excluding UK and
Ireland)
Our EMEA business has recorded modest growth in the six months
to 30 June 2016 with 143 Mounties deployed on client sites at week
26 2016 compared with 133 at week 52 2015 and 146 at week 26 2015.
Revenues from our EMEA business increased by 7% to GBP5.8 million
(2015: GBP5.4 million) and adjusted operating profit increased to
GBP0.4 million from GBP0.3 million.
Clarity is now returning to the German market following the
introduction of certain new labour legislation and it is our
intention to expand our presence in Germany, through enlarging our
Frankfurt office, to capitalise on opportunities more widely in
Europe.
APAC (Asia Pacific)
APAC revenues grew by 81% to GBP2.9 million (2015: GBP1.6
million). Mounties placed on site at the beginning of week 26 were
139, up from 86 at week 26 2015 with training starts increased from
14 to 76. The Group opened the region's first permanent Academy in
Hong Kong in January 2016, with a training capacity of 40 trainees.
Adjusted operating loss for the six months to 30 June 2016 was
GBP0.2 million (2015: profit of GBP0.1 million) reflecting the
impact of the increased investment in facilities.
Our investment strategy for APAC has seen strong Mountie growth
in the region and we are in the process of identifying a longer
term and larger training academy and sales office in Singapore to
facilitate further growth.
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 GBP1.0 million in the six months to 30 June 2016 (2015:
GBP0.2 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 GBP18,000 of finance income
and a finance expense of GBP63,000 representing non-utilisation
charges on the undrawn element of the Group's revolving credit
facility.
Taxation
The tax charge of GBP4.0 million represents the effective tax
charge on the Group profit before taxation at the Group's effective
tax rate of 25.8% (2015: 24.9%). The effective rate is higher than
the underlying UK rate because of profits earned in higher tax
jurisdictions.
Earnings per share
Basic earnings per share for the period was 10.7 pence (2015:
9.2 pence). Adjusted basic earnings per share(1) was 11.5 pence per
share (2015: 9.3 pence). There is no difference between basic
earnings per share and diluted earnings per share.
(1) Adjusted basic earnings per share is calculated before
share-based payment expenses and associated social security
costs.
Dividend
An interim dividend of 9.3 pence per ordinary share (2015: 8.0
pence) was declared by the Directors on 26 July 2016 and will be
payable on 23 September 2016 to holders of record on 26 August
2016. The Board continues to follow a progressive dividend policy,
while allowing the Group to retain sufficient capital to fund
ongoing operating requirements and to invest in long-term
growth.
Statement of Financial Position and cash flow
The Group's cash balance at 30 June 2016 was GBP19.1 million
(2015: GBP13.6 million). Net cash flow from operating activities
increased by 8% in the period, from GBP11.0 million in 2015 to
GBP11.9 million. Since the year end the net cash position has
decreased by GBP3.9 million, after paying dividends of GBP14.5
million and investment in training and operational facilities of
GBP1.2 million.
The Group has a revolving credit facility of GBP20.0 million
available until August 2018; the facility was undrawn at 30 June
2016. The committed facilities are in place to support the Group's
financing needs and provide headroom against forecast
requirements.
Related party transactions
Details of related party transactions are included in note 12 to
the Condensed Interim Financial Statements.
Board changes
Michelle Senecal de Fonseca and David Lister joined the Board as
Non-Executive Directors on 15 January 2016 and 9 March 2016
respectively. Their significant experience and capabilities further
strengthen the Board.
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 2015
on pages 18 to 22.
Since the approval of the last Annual Report and Accounts and
following the result of the UK referendum on the European Union
there is less certainty around key macro-economic factors.
Consequently 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. To date we have not seen any material impact but we
continue to keep close to our customers. 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 the Group's financial performance for the
six months to 30 June 2016 and the Group is well placed to deliver
the Board's full year expectations.
By order of the Board
Rod Flavell Mike McLaren
(Chief Executive Officer) (Chief Financial Officer)
26 July 2016
Condensed Consolidated Income Statement
for the six months ended 30 June 2016
Six months Six months Year ended
to 30 to 30 31 December
June 2016 June 2015
2015
(Unaudited) (Unaudited) (Audited)
Note GBP000 GBP000 GBP000
Revenue 86,513 74,570 160,656
Cost of sales (46,816) (45,803) (97,207)
Gross profit 39,697 28,767 63,449
Administrative expenses (24,179) (15,531) (33,932)
Operating profit 15,518 13,236 29,517
Finance income 18 7 16
Finance costs (63) (106) (168)
Net finance costs (45) (99) (152)
Profit before income tax 15,473 13,137 29,365
Income tax expense 7 (3,992) (3,271) (7,344)
Profit for the period 11,481 9,866 22,021
Earnings per ordinary share
pence pence pence
Basic and diluted 9 10.7 9.2 20.5
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2016
Six months Six months Year ended
to 30 to 30 June 31 December
June 2016 2015 2015
(Unaudited) (Unaudited) (Audited)
GBP000 GBP000 GBP000
Profit for the period 11,481 9,866 22,021
Other comprehensive income
Items that may be subsequently reclassified
to profit or loss:
Exchange differences on retranslation
of foreign operations
(net of tax) 714 (282) (67)
Total other comprehensive income, net
of tax 714 (282) (67)
Total comprehensive income recognised
for the period 12,195 9,584 21,954
Condensed Consolidated Statement of Financial Position
as at 30 June 2016
30 June 30 June 31 December
2016 2015 2015
(Unaudited) (Unaudited) (Audited)
Note GBP000 GBP000 GBP000
Non-current assets
Property, plant and equipment 4,996 3,414 4,264
Intangible assets 19,546 19,473 19,550
Deferred income tax assets 340 - 173
24,882 22,887 23,987
Current assets
Trade and other receivables 30,595 27,545 24,593
Cash and cash equivalents 10 19,139 13,605 22,360
49,734 41,150 46,953
Total assets 74,616 64,037 70,940
Non-current liabilities
Deferred income tax liabilities 391 266 282
391 266 282
Current liabilities
Trade and other payables 23,894 17,315 19,168
Current income tax liabilities 3,350 2,221 3,089
27,244 19,536 22,257
Total liabilities 27,635 19,802 22,539
Net assets 46,981 44,235 48,401
Equity attributable to owners of
the parent
Share capital 1,075 1,075 1,075
Share premium 7,873 8,364 7,873
Capital redemption reserve 52 52 52
Other capital reserves 1,489 192 589
Translation reserve 790 (139) 76
Retained earnings 35,702 34,691 38,736
Total equity 46,981 44,235 48,401
Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 2016
Six months Six months Year ended
to 30 to 30 31 December
June June 2015 2015
2016
(Unaudited) (Unaudited) (Audited)
Note GBP000 GBP000 GBP000
Cash flows from operating activities
Profit before income tax for
the period 15,473 13,137 29,365
Adjustments for:
Depreciation and amortisation 525 336 753
Finance income (18) (7) (16)
Finance costs 63 106 168
Share-based payment charge (including
associated social security costs) 1,033 223 710
(Increase)/ decrease in trade
and other receivables (6,002) (2,473) 479
Increase in trade and other
payables 4,586 3,263 5,027
Cash flows generated from operations 15,660 14,585 36,486
Interest received 18 7 16
Income tax paid (3,789) (3,557) (6,920)
Net cash flow from operating
activities 11,889 11,035 29,582
Cash flows from investing activities
Acquisition of property, plant
and equipment (1,155) (1,222) (2,437)
Acquisition of intangible assets (28) (66) (172)
Net cash used in investing activities (1,183) (1,288) (2,609)
Cash flows from financing activities
Finance costs paid (56) (99) (161)
Dividends paid 8 (14,515) (8,064) (16,665)
Net cash used in financing activities (14,571) (8,163) (16,826)
Net (decrease)/ increase in
cash and cash equivalents (3,865) 1,584 10,147
Cash and cash equivalents at
beginning of period 22,360 12,287 12,287
Exchange gains/ (losses) 644 (266) (74)
Cash and cash equivalents at
end of period 19,139 13,605 22,360
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2016
Capital Other
Share Share redemption capital Translation Retained Total
capital premium reserve reserves reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Unaudited
Balance at 1 January
2016 1,075 7,873 52 589 76 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)
Balance at 30 June
2016 1,075 7,873 52 1,489 790 35,702 46,981
Capital Other
Share Share redemption capital Translation Retained Total
capital premium reserve reserves reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Unaudited
Balance at 1 January
2015 1,127 8,364 - - 143 32,889 42,523
Profit for the period - - - - - 9,866 9,866
Other comprehensive
expense
for the period - - - - (282) - (282)
Total comprehensive
(expense)/ income
for the period - - - - (282) 9,866 9,584
Share-based payments
(note 11) - - - 192 - - 192
Purchase of deferred
shares (52) - 52 - - - -
Dividends (note
8) - - - - - (8,064) (8,064)
Balance at 30 June
2015 1,075 8,364 52 192 (139) 34,691 44,235
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2016
Capital Other
Share Share redemption capital Translation Retained Total
capital premium reserve reserves reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Audited
Balance at 1 January
2015 1,127 8,364 - - 143 32,889 42,523
Profit for the year - - - - - 22,021 22,021
Other comprehensive
expense for the
year - - - - (67) - (67)
Total comprehensive
(expense)/ income
for the year - - - - (67) 22,021 21,954
Share-based payments - - - 589 - - 589
Closure of Employee
Benefit Trust - (491) - - - 491 -
Purchase of deferred
shares (52) - 52 - - - -
Dividends (note
8) - - - - - (16,665) (16,665)
Balance at 31 December
2015 1,075 7,873 52 589 76 38,736 48,401
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 26 July 2016. They
have not been audited, but have been subject to an independent
review by PricewaterhouseCoopers LLP, whose independent report is
included on pages 21 and 22.
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 2015 was approved by the Board of Directors of
the Group on 8 March 2016 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 2016 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 2015, which has been prepared in
accordance with IFRSs as adopted by the European Union.
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 2015, except for; certain IAS 34 Interim
Financial Reporting requirements in respect of income tax; and in
respect of derivative financial instruments. The instruments are
initially measured at fair value on the contract date and are
subsequently remeasured to fair value at each reporting date.
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 2016, 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
Directors have not yet carried out a full assessment of the likely
impact of IFRS 16 'Leases,' which will be effective for the
accounting periods beginning 1 January 2019.
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
2015, 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 2016, 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 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)
Segmental reporting for the six months ended 30 June 2015
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 51,185 16,352 5,440 1,593 74,570
Depreciation and amortisation (246) (82) (7) (1) (336)
Segment operating profit 10,550 2,276 340 70 13,236
Finance income 7 - - - 7
Finance costs (99) (2) (4) (1) (106)
Profit before income tax 10,458 2,274 336 69 13,137
Total assets 50,146 8,968 3,836 1,087 64,037
Total liabilities (14,211) (3,531) (1,477) (583) (19,802)
6 Segmental reporting (continued)
Segmental reporting for the year ended 31 December 2015
UK and North
Ireland America EMEA APAC Total
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 110,011 36,154 10,672 3,819 160,656
Depreciation and amortisation (559) (176) (15) (3) (753)
Segment operating profit 22,370 5,892 909 346 29,517
Finance income 14 - 2 - 16
Finance costs (152) (4) (9) (3) (168)
Profit before income tax 22,232 5,888 902 343 29,365
Total assets 57,127 8,652 3,601 1,560 70,940
Total liabilities (15,861) (4,258) (1,600) (820) (22,539)
Information about major customers
Two customers each represent 10% or more of the Group's revenues
from all four operating segments and are presented as follows:
Six months Six months Year ended
to to 31 December
30 June 30 June 2015
2016 2015
GBP000 GBP000 GBP000
Revenue from customer A 11,410 20,614 44,714
Revenue from customer B 9,737 5,271 12,196
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 2016 is 25.8% (the estimated tax rate
for the six months ended 30 June 2015 was 24.9%).
8 Dividends
2016
An interim dividend of 9.3 pence per ordinary share was declared
by the Directors on 26 July 2016 and will be payable on 23
September 2016 to holders of record on 26 August 2016.
2015
An interim dividend of 8.0 pence per share was declared by the
Directors on 28 July 2015 and paid on 25 September 2015 to holders
of record on 21 August 2015. In respect of the full year to 31
December 2015, the Board proposed a final dividend of 8.5 pence per
share and a special dividend of 5.0 pence per share. Both were
approved by shareholders at the Annual General Meeting on 28 April
2016, and paid on 3 June 2016 to shareholders of record on 13 May
2016.
2014
An interim dividend of 7.5 pence per ordinary share in respect
of the period from admission of the Company's shares to the Main
Market of the London Stock Exchange on 20 June 2014 to 31 December
2014 was paid on 12 June 2015.
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. There is no difference between basic and diluted earnings
per share for the period as there are no dilutive shares.
Six months Six months Year ended
to to 31 December
30 June 30 June 2015
2016 2015
Profit for the period GBP000 11,481 9,866 22,021
Average number of ordinary
shares in issue Number 107,517,506 107,517,506 107,517,506
Earnings per share (ordinary
shares) Pence 10.7 9.2 20.5
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 2015
2016 2015
Profit for the period (basic
earnings) GBP000 11,481 9,866 22,021
Share-based payment expense
(including social security
costs) (see note 11) GBP000 1,033 223 710
Tax effect of share-based
payment expense GBP000 (169) (62) (173)
Adjusted profit for the
period GBP000 12,345 10,027 22,558
Average number of ordinary shares
in issue Number 107,517,506 107,517,506 107,517,506
Adjusted earnings per share Pence 11.5 9.3 21.0
10 Analysis of net cash (non-GAAP measure)
30 June 30 June 31 December
2016 2015 2015
Analysis of net cash GBP000 GBP000 GBP000
Cash and cash equivalents 19,139 13,605 22,360
Net cash is defined as borrowings less net cash and cash
equivalents. The Group had undrawn borrowings at 30 June 2016 of
GBP20,000,000 (2015: GBP20,000,000).
11 Share-based payments
During the six month period ended 30 June 2016 the Group
recognised share-based payment charges of GBP900,000 (2015:
GBP192,000) and associated social security costs of GBP133,000
(2015: GBP31,000).
12 Related party transactions
During the six month period ended 30 June 2016 the Company paid
GBP18,000 (six months ended 30 June 2015: 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.
During the six month period ended 30 June 2016 the Company paid
GBP30,240 (six months ended 30 June 2015: GBP19,000) for contractor
IT services to Viper Business Solutions Limited, which is a limited
company of the daughter of Sheila Flavell. The IT services
performed were at market rate, GBP8,064 was outstanding at 30 June
2016 (2015: GBPnil).
A number of the Directors' family members are employed by the
Group. The employee relationships are operated at arm's length and
remuneration at market rates.
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 2015
2016 2015
GBP000 GBP000 GBP000
Short-term employee benefits 1,201 1,112 2,292
Post-employment benefits 17 13 33
Share-based payments 204 50 170
1,422 1,175 2,495
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 (Group Commercial Director)
Peter Whiting (Non-Executive Director)
Robin Taylor (Non-Executive Director)
Michelle Senecal de Fonseca (Non-Executive Director) Appointed
15 January 2016
David Lister (Non-Executive Director) Appointed 9 March 2016
The Executive Directors and Chairman of FDM were listed in the
financial statements of the Company for the year ended 31 December
2015 and remained the same in the six months to 30 June 2016.
By order of the Board
Rod Flavell Mike McLaren
(Chief Executive Officer) (Chief Financial Officer)
26 July 2016
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 2016. 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 Rules and Transparency Rules 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 2016;
-- 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 Rules and Transparency Rules 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 Rules and Transparency Rules 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 Rules and Transparency Rules 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
Ireland) and, consequently, does not enable us to obtain assurance
that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
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
26 July 2016
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EAPXKAAEKEFF
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