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FDM Fdm Group (holdings) Plc

323.00
-4.50 (-1.37%)
Last Updated: 10:26:55
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Fdm Group (holdings) Plc LSE:FDM London Ordinary Share GB00BLWDVP51 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -4.50 -1.37% 323.00 319.50 326.00 331.00 314.50 330.50 31,080 10:26:55
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Computers & Software-whsl 333.98M 40.77M 0.3721 8.68 353.83M

FDM Group (Holdings) plc Half-year Report (3202F)

27/07/2016 7:01am

UK Regulatory


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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

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