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HYDG Hydrogen Group Plc

42.50
0.00 (0.00%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Hydrogen Group Plc LSE:HYDG London Ordinary Share GB00B1DJTV45 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 42.50 35.00 50.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Hydrogen Group PLC Half-year Report (4326Q)

12/09/2017 7:00am

UK Regulatory


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TIDMHYDG

RNS Number : 4326Q

Hydrogen Group PLC

12 September 2017

Hydrogen Group Plc

UNAUDITED RESULTS FOR THE HALF YEARED 30 JUNE 2017

The Board of Hydrogen Group plc ("Hydrogen" or the "Group") (AIM: HYDG) announces its unaudited results for the half year ended 30 June 2017.

Financial and Operating Highlights

Operational Highlights

During the period under review, on 2 June 2017, Hydrogen completed the acquisition of Argyll Scott Holdings Limited ("Argyll Scott") (the "Acquisition"). While the Acquisition has therefore made a limited financial contribution for the period, the Board expect it to materially enhance the business and its prospects moving forward with respect to:

   --      Accelerating the Group's growth through the immediate scaling of its position in APAC. 

-- Increased economies of scale which dilute central costs and the opportunity to realise synergies through the consolidation of facilities and the alignment of IT, finance, procedures and processes.

-- Diversification of customer revenue concentration within the Group and increase the proportion of NFI from outside the UK to greater than 50%.

Financial Highlights

   --    Group revenue for the period totalled GBP56.8m (H1 2016: GBP59.3m as restated). 
   --    Net Fee Income ("NFI")* increased by 5% to GBP9.4m (H1 2016: GBP8.9m as restated). 
   o    Permanent NFI grew 22% to GBP4.3m (H1 2016: GBP3.5m as restated); and 
   o    Contract NFI declined 5% to GBP5.1m (H1 2016: GBP5.4m). 
   --    Adjusted** PBT of GBP0.2m (H1 2016: GBP0.5m as restated) 

-- Net cash position of GBP1.7m at 30 June 2017 (31 December 2016: GBP2.0m and 30 June 2016: GBP1.0m)

-- Basic EPS in the period of (loss 2.6p) (H1 2016: 4.0p as restated). Adjusted basic EPS in the loss of (0.1p) (H1 2016: 4.0p as restated).

* Net Fee Income - which is the equivalent of gross profit

** Adjusted for foreign exchange gains/losses, share based payments, loss from associate and exceptional items.

H1 2016 results have been restated to reflect the change in accounting policy set out in Note 13.

Commenting, Ian Temple, CEO of Hydrogen Group plc said:

"In common with our peer group, trading conditions in a number of our UK markets have been challenging during the period. However, the organic growth since the start of the year in our UK contract book together with the opportunities for both revenue growth and cost synergies created by the acquisition of Argyll Scott places the group in a position to return to sustainable long term profit growth.

I should like to thank everyone in the Group for their continued hard work and commitment to the business"

Enquiries:

 
 Hydrogen Group plc          020 7090 7702 
--------------------------  -------------- 
 Ian Temple, CEO 
--------------------------  -------------- 
 Shore Capital (NOMAD and 
  Broker)                    020 7408 4080 
--------------------------  -------------- 
 Bidhi Bhoma 
  Edward Mansfield 
--------------------------  -------------- 
 

Notes to the editor

Hydrogen is a specialist recruitment business with a proven global platform with clients' in over 50 countries. Our mission is to empower the careers of our candidates whilst powering businesses by providing their key people. We deliver by building market leading specialist teams that develop a deep understanding of candidate and clients' needs and developing solutions.

Overview

Although trading conditions in a number of the Group's traditional UK markets have been challenging throughout the period, the operational and structural changes carried out since 2015 have enabled it to accommodate a material acquisition. As such, Hydrogen announced the conditional acquisition of Argyll Scott on 9 May and the transaction duly completed on 2 June 2017 (the "Acquisition"). Therefore the Acquisition has had a limited impact on reported results, (although exceptional costs associated with the acquisition total GBP0.6m) it has materially enhanced the business and its prospects moving forward through a combination of:

   --      Increasing group headcount by 133 to 350 

-- Creating critical mass in the Asia Pacific market where the enlarged group now has a combined headcount of 130 and thereby diversifying the business into generally higher growth markets. On a pro-forma basis, 53% of the enlarged group's net fee income in H1 was derived from outside the UK (H1 2016: 42%);

   --      Client cross fertilisation opportunities, particularly in the contract market in Asia; 

-- Enabling greater utilisation of the investment the Group has made into its global platform and digital marketing; and

   --      Exploiting significant overhead cost synergies throughout the enlarged group. 

To date, the integration of Argyll Scott is progressing well and cost savings have been identified in excess of those anticipated on completion. We are making good progress in realising these gains.

The Group has also taken a minority interest in CBFG Limited, a start-up investment business that provides funding and advisory services to early stage recruitment businesses to help them scale and create value. Its founders have strong track records in this field and their model complements both Hydrogen and Argyll Scott's entrepreneurial roots. We look forward to working with the team as the business grows.

Financial Highlights

Group revenue for the period declined by 4% (7% in constant currency terms) to GBP56.8m (H1 2016: GBP59.3m as restated).

Overall, Group NFI increased by 5% (remained flat in constant currency terms) or GBP0.5m, to GBP9.4m (H1 2016: GBP8.9m as restated). The principal driver of this was the contribution by Argyll Scott which offset a small decline in organic UK revenue.

44% of the Group's NFI for this period was denominated in currencies other than Sterling (H1 2016: 42% as restated), with the Euro, Singapore Dollar, United States Dollar, Australian Dollar and Malaysian Ringgit being the most significant. Foreign currency income, where applicable, is naturally hedged against foreign currency expenditure. The Euro is the most significant currency and any excess over expenditure is partially hedged.

The split between contract and permanent NFI for H1 2017 was 54% Contract (H1 2016: 60% as restated); 46% Permanent (H1 2016: 40% as restated). The swing towards permanent was driven by an increase in permanent revenue of 22% to GBP4.3m (2016: GBP3.5m as restated) that principally reflects the impact of Argyll Scott, which is largely a permanent business. Contract margin continued its incremental improvement. The Group achieved a contract margin of 9.7% in H1 2017 (H1 2016: 9.6%).

In EMEA (including the USA) NFI was flat at GBP7.4m (H1 2016: GBP7.4m as restated). Argyll Scott contributed GBP0.2m NFI, and therefore the organic business declined by GBP0.2m principally due to a reduction in contractor numbers at the start of the year (which has now been reversed), and a disappointing performance from the UK Life Sciences business where net fee income fell by GBP0.5m to GBP1.2m (2016: GBP1.7m as restated), which together offset the growth in other business units.

In APAC NFI increased by 32% to GBP1.9m (H1 2016: GBP1.5m as restated), representing a 17% growth in constant currency terms. Although this has been largely driven by the acquisition of Argyll Scott, our organic business has performed well over the period building on the positive actions taken in 2016 to improve financial performance.

Operating profit before exceptional items fell to GBP0.1m (H1 2016 - GBP0.4m as restated) as non-exceptional administration costs increased by GBP0.8m to GBP9.6m (H1 2016 - GBP8.8m as restated). The increase in administration costs was almost wholly driven by Argyll Scott with organic costs remaining flat. Exceptional administration costs totalled GBP0.6m (H1 2016 - GBPnil) and principally relate to acquisition expenses and the provision for an onerous lease arising from the acquisition. The operating loss for the period was GBP0.6m (H1 2016 - GBP0.4m profit as restated).

Adjusted** PBT decreased by GBP0.3m to GBP0.2m (H1 2016: GBP0.5m as restated) in line with the fall in operating profit before exceptional items.

Loss before tax was GBP0.6m (H1 2016: Profit before tax GBP1.0m). The result for H1 2016 was inflated by finance income arising from a foreign exchange gain of GBP0.6m which was recognised on the translation of the long term intercompany loan balances with the Group's foreign operations. In 2017, new intercompany loan agreements have been drawn up to eliminate the yearly fluctuations and therefore these movements are now shown through Other Comprehensive Income.

The Board has taken the decision not to declare an interim dividend. The Board will take a view on any dividend for the full year based on how the Group performs in the second half of this year.

Cash flow and cash position

At 30 June 2017, the Group had net cash of GBP1.7m (31 December 2016: GBP2.0m and 30 June 2016: GBP1.0m). The GBP0.3m reduction in net cash since 31 December 2016 is mainly attributable to net debt acquired from the purchase of Argyll Scott and exceptional expenditure incurred as a result of the acquisition. Apart from these factors underlying cashflow remained broadly flat despite the adverse seasonality of the business' cash flow between December and June. The Group generated GBP0.7m of cash between 30 June 2016 and 30 June 2017.

Bank facilities

The Group has two Invoice Discounting Facilities in place with a combined value of GBP19.5m. Hydrogen had an existing facility of GBP18.0m, which was renewed in May 2017 with a commitment to 1 April 2019. The Group also acquired an additional facility on the acquisition of Argyll Scott of GBP1.5m which has a commitment until December 2018. After these dates, the facilities shall continue until ended by either party giving to the other not less than three months' written notice.

Current Trading

The Group has traded in line with the board's expectations since 30 June. Looking ahead, we believe that the growth in our UK contract book since the start of the year, together with a full half year impact of Argyll Scott's trading, and the client cross fertilisation and cost synergies that the enlarged group is already benefitting from will drive a return to sustainable long-term profit growth.

 
 Unaudited Condensed                            Six months                 Year 
  Consolidated Interim                             ended                  ended 
  Statement of Comprehensive 
  Income for the six 
  months ended 30 June 
  2017 
                                           30 June        30 June   31 December 
-------------------------------- 
                                              2017           2016          2016 
                                                      As restated 
-------------------------------- 
                                   Note    GBP'000        GBP'000       GBP'000 
--------------------------------  -----  ---------  -------------  ------------ 
 
 Revenue                            3       56,800         59,347       116,246 
 
 Cost of sales                            (47,438)       (50,463)      (98,508) 
--------------------------------  -----  ---------  -------------  ------------ 
 
 Gross profit                                9,362          8,884        17,738 
 
 Other administrative 
  expenses                                 (9,585)        (8,803)      (17,541) 
 Exceptional administrative 
  expenses                          4        (610)              -             - 
                                         ---------  -------------  ------------ 
 Administration expenses                  (10,195)        (8,803)      (17,541) 
 
 Other income                                  267            280           553 
--------------------------------  -----  ---------  -------------  ------------ 
 
 Operating (loss)/profit                     (566)            361           750 
 
 Share of loss from                           (17)              -             - 
  associate 
 Finance costs                                (37)           (21)          (63) 
 Finance income                                  9            627           980 
--------------------------------  -----  ---------  -------------  ------------ 
 
 (Loss)/Profit before 
  taxation                                   (611)            967         1,667 
 
 Income tax                         5         (23)           (71)         (135) 
--------------------------------  -----  ---------  -------------  ------------ 
 
 (Loss)/Profit for the 
  period/year                                (634)            896         1,532 
--------------------------------  -----  ---------  -------------  ------------ 
 
 Other comprehensive 
  profit/(loss): 
 
 Exchange differences on 
  translating foreign operations             (247)            222         (539) 
 Exchange differences on 
  intercompany loans                           108            434           347 
---------------------------------------             -------------  ------------ 
 
 Other comprehensive 
  (loss)/profit                              (139)            656         (192) 
--------------------------------  -----  ---------  -------------  ------------ 
 
 Total comprehensive (loss)/profit 
  for the period/year                        (773)          1,552         1,340 
---------------------------------------  ---------  -------------  ------------ 
 
 
 Attributable to: 
 Equity holders of the 
  parent                                     (764)          1,552         1,340 
 Non-controlling interest                      (9)              -             - 
--------------------------------  -----  ---------  -------------  ------------ 
 
 Earnings per share 
 Basic (loss)/profit 
  per share (pence)                 6      (2.61p)          3.97p          6.8p 
 Diluted (loss)/profit 
  per share (pence)                 6      (2.61p)          3.65p          6.5p 
 Adjusted basic (loss)/profit 
  per share (pence)                 6      (0.06p)          3.97p          6.8p 
 Adjusted diluted (loss)/profit 
  per share (pence)                 6      (0.06p)          3.65p          6.5p 
--------------------------------  -----  ---------  -------------  ------------ 
 

The notes to the accounts set out below form an integral part of this unaudited condensed consolidated interim report.

 
 Unaudited Condensed                    30 June        30 June   31 December 
  Consolidated Interim 
  Statement of Financial 
  Position for the 
  six months ended 
  30 June 2017 
----------------------------- 
                                           2017           2016          2016 
                                                   As restated 
----------------------------- 
                                Note    GBP'000        GBP'000       GBP'000 
-----------------------------  -----  ---------  -------------  ------------ 
 Non-current assets 
 Goodwill                                12,112         10,141        10,141 
 Investment in associate          11        133              -             - 
 Other intangible 
  assets                                  1,417            736           792 
 Property, plant and 
  equipment                                 902            623           858 
 Deferred tax assets                        141            138           104 
 Other financial assets            8        339            107            99 
-----------------------------  -----  ---------  -------------  ------------ 
 
                                         15,044         11,745        11,994 
-----------------------------  -----  ---------  -------------  ------------ 
 Current assets 
 Trade and other receivables       8     22,250         20,358        17,852 
 Current tax receivable                     336              -           232 
 Cash and cash equivalents                4,149          1,873         3,106 
-----------------------------  -----  ---------  -------------  ------------ 
 
                                         26,735         22,231        21,190 
-----------------------------  -----  ---------  -------------  ------------ 
 
 Total assets                            41,779         33,976        33,184 
-----------------------------  -----  ---------  -------------  ------------ 
 
 Current liabilities 
 Trade and other payables          9   (16,182)       (13,876)      (12,493) 
 Borrowings                             (2,422)          (840)       (1,087) 
 Current tax liabilities                      -            (2)             - 
 Provisions                       10      (271)              -             - 
-----------------------------  -----  ---------  -------------  ------------ 
 
                                       (18,875)       (14,718)      (13,580) 
-----------------------------  -----  ---------  -------------  ------------ 
 
 Non-current liabilities 
 Deferred tax                             (429)          (101)         (280) 
 Loans                                     (56)              -             - 
 Provisions                       10      (444)           (84)         (309) 
-----------------------------  -----  ---------  -------------  ------------ 
 
                                          (929)          (185)         (589) 
-----------------------------  -----  ---------  -------------  ------------ 
 
 Total liabilities                     (19,804)       (14,903)      (14,169) 
-----------------------------  -----  ---------  -------------  ------------ 
 
 Net assets                              21,975         19,073        19,015 
-----------------------------  -----  ---------  -------------  ------------ 
 Equity 
 Capital and reserves attributable 
  to the equity holders: 
 Called-up share capital                    329            239           239 
 Share premium account                    6,660          3,520         3,520 
 Merger reserve                          16,100         16,100        16,100 
 Own shares held                        (1,338)        (1,338)       (1,338) 
 Share option reserve                     2,694          2,390         2,544 
 Translation reserve                      (927)             60         (788) 
 Retained earnings                      (1,887)        (1,898)       (1,262) 
 Non-controlling interest                   344              -             - 
-----------------------------  -----  ---------  -------------  ------------ 
 
 Total equity                            21,975         19,073        19,015 
-----------------------------  -----  ---------  -------------  ------------ 
 

The notes to the accounts set out below form an integral part of this unaudited condensed consolidated interim report.

Unaudited Condensed Consolidated Interim

Statement of Changes in Equity for the six months ended 30 June 2017

 
                                Share                 Own      Share    Trans- 
                     Share    premium    Merger    shares     option    lation     Retained     Attributable        Total 
                                                                                                  to owners 
                   capital    account   reserve      held    reserve   reserve     earnings    Owners       NCI    equity 
                   GBP'000    GBP'000   GBP'000   GBP'000    GBP'000   GBP'000      GBP'000   GBP'000   GBP'000   GBP'000 
----------------  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 At 1 January 
  2016 (as 
  previously 
  reported)            239      3,520    16,100   (1,338)      2,213     (332)      (2,037)    18,365         -    18,365 
 Prior year 
  adjustment 
  (note 13)              -          -         -         -          -     (264)        (757)   (1,021)         -   (1,021) 
 At 1 January 
  2016 (as 
  restated)            239      3,520    16,100   (1,338)      2,213     (596)      (2,794)    17,344         -    17,344 
 
   Share option 
   charge                -          -         -         -        177         -            -       177         -       177 
                                                                                -----------  --------  --------  -------- 
 Transactions 
  with owners            -          -         -         -        177         -                    177         -       177 
 Profit for 
  the 6m to 
  30.6.16                -          -         -         -          -         -          896       896         -       896 
 Other 
 comprehensive 
 income: 
 Exchange 
  differences 
  on 
  intercompany 
  loans                  -          -         -         -          -       222            -       222         -       222 
 Foreign 
  currency 
  translation            -          -         -         -          -       434            -       434         -       434 
                  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 Total 
  comprehensive 
  profit for 
  the period             -          -         -         -          -       656          896     1,552         -     1,552 
----------------  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 At 30 June 
  2016 (as 
  restated)            239      3,520    16,100   (1,338)      2,390        60      (1,898)    19,073         -    19,073 
----------------  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 
   Share option 
   charge                -          -         -         -        154         -            -       154         -       154 
                                                                                -----------  --------  --------  -------- 
 Transactions 
  with owners            -          -         -         -        154         -            -       154         -       154 
 Profit for 
  the 6m to 
  31.12.16               -          -         -         -          -         -          636       636         -       636 
 Other 
 comprehensive 
 income: 
 Exchange 
  differences 
  on 
  intercompany 
  loans                  -          -         -         -          -       124            -       124         -       124 
 Foreign 
  currency 
  translation            -          -         -         -          -     (972)            -     (972)         -     (972) 
                  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 Total 
  comprehensive 
  loss for the 
  period                 -          -         -         -          -     (848)          636     (213)         -     (213) 
----------------  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 
 At 31 December 
  2016                 239      3,520    16,100   (1,338)      2,544     (788)      (1,262)    19,015         -    19,015 
----------------  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 Acquisition 
  of Argyll 
  Scott                 90      3,140         -         -          -         -            -     3,230       353     3,583 
 Share option 
  charge                 -          -         -         -        150         -            -       150         -       150 
 Transactions 
  with owners           90      3,140                   -        150         -            -     3,380       353     3,733 
 Profit for 
  the 6m to 
  30.6.17                -          -         -         -          -         -        (625)     (625)       (9)     (634) 
 Other 
 comprehensive 
 income:                 -          -         -         -          -         -            -         -         -         - 
 Exchange 
  differences 
  on 
  intercompany 
  loans                  -          -         -         -          -     (247)            -     (247)         -     (247) 
 Foreign 
  currency 
  translation            -          -         -         -          -       108            -       108         -       108 
                  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 Total 
  comprehensive 
  loss for the 
  period                 -          -         -         -          -     (139)        (625)     (764)       (9)     (773) 
----------------  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 At 30 June 
  2017                 329      6,660    16,100   (1,338)      2,694     (927)      (1,887)    21,631       344    21,975 
----------------  --------  ---------  --------  --------  ---------  --------  -----------  --------  --------  -------- 
 

The notes to the accounts set out below form an integral part of this unaudited condensed consolidated interim report.

 
 Unaudited Condensed Consolidated                 Six months          Year ended 
  Interim                                            ended 
  Statement of Cash Flows 
  for the six months ended 
  30 June 2017 
                                            30 June        30 June   31 December 
                                               2017           2016          2016 
                                                       As restated 
                                     Note   GBP'000        GBP'000       GBP'000 
----------------------------------  -----  --------  -------------  ------------ 
 
 Net cash (outflow)/inflow 
  from operating activities           7       (719)        (2,999)       (1,244) 
 
 Investing activities 
 Finance income                                   -              -             - 
 Acquisition of subsidiary,                     476              -             - 
  net of cash acquired 
 Purchase of property, plant 
  and equipment                                 (7)              -         (285) 
 Purchase of software assets                  (167)           (60)         (216) 
                                           --------  ------------- 
 Net cash used in investing 
  activities                                    302           (60)         (501) 
----------------------------------  -----  --------  -------------  ------------ 
 
 Financing activities 
 Increase/(decrease) in 
  borrowings                                  1,335            386           633 
 Equity dividends paid                            -              -             - 
----------------------------------  -----  --------  -------------  ------------ 
 
 Net cash generated/(utilised) 
  from financing activities                   1,335            386           633 
----------------------------------  -----  --------  -------------  ------------ 
 
 Net increase/(decrease) 
  in cash and cash equivalents                  918        (2,673)       (1,112) 
 
 Cash and cash equivalents 
  at beginning of period/year                 3,106          3,034         3,034 
 Effect of foreign exchange 
  rate movements                                125          1,512         1,184 
----------------------------------  -----  --------  -------------  ------------ 
 
 Cash and cash equivalents 
  at end of period/year                       4,149          1,873         3,106 
----------------------------------  -----  --------  -------------  ------------ 
 
 
 Unaudited Reconciliation of Net Cash Flow 
  to movement in Net Debt 
 For the six months ended 
  30 June 2017 
 
                                            Six months                Year ended 
                                             ended 
                                            30 June        30 June   31 December 
---------------------------------- 
                                               2017           2016          2016 
                                                       As restated 
---------------------------------- 
                                            GBP'000        GBP'000       GBP'000 
----------------------------------  -----  --------  -------------  ------------ 
 
 Increase/(decrease) in cash 
  and cash equivalents in the 
  period/year                                 1,043        (1,161)            72 
 (Increase)/decrease in 
  net debt resulting from 
  cash flows                                (1,335)          (386)         (633) 
                                                                    ------------ 
 
 Movement in net cash in 
  the period/year                             (292)        (1,547)         (561) 
 
 Net cash at the start of 
  the period/year                             2,019          2,580         2,580 
----------------------------------  -----  --------  -------------  ------------ 
 
 Net cash at the end of 
  the period/year                             1,727          1,033         2,019 
----------------------------------  -----  --------  -------------  ------------ 
 

The notes to the accounts set out below form an integral part of this unaudited condensed consolidated interim report.

Notes to the Unaudited Condensed Consolidated Interim Report for the six months ended 30 June 2017

   1     General information 

The principal activity of Hydrogen Group plc ("the Company") and its subsidiaries' (together known as "the Group") is the provision of recruitment services for mid to senior level professional staff. The Group consists of two operating segments, EMEA (including USA) and APAC, offering both permanent and contract specialist recruitment consultancy for large and medium sized organisations. The Group recruits for roles in Professional Support Services (including legal, finance, technology and business transformation placements) and in Technical and Scientific market sectors (Energy and Life Sciences). The Group has operated predominantly in the United Kingdom, but has international operations in Australia, Singapore, Malaysia, Dubai, Hong Kong, Thailand, Norway, Netherlands, Switzerland, Germany, and the USA, plus a number of internationally focused teams based in the UK.

Hydrogen Group plc is the Group's ultimate parent company. The Company is a limited liability company incorporated and domiciled in the United Kingdom. The registered office address and principal place of business is 30 Eastcheap, London, EC3M 1HD, England. Hydrogen Group plc's shares are listed on the AIM Market. Registered company number is 05563206.

The unaudited condensed consolidated interim report for the six months ended 30 June 2017 (including comparatives) is presented in GBP '000, and were approved and authorised for issue by the board of directors on 11 September 2017.

Copies of these interim results are available at the Company's registered office, 30 Eastcheap, London, EC3M 1HD, England, and on the Company's website - www.hydrogengroup.com.

This unaudited condensed consolidated interim report does not constitute statutory accounts of the Group within the meaning of section 434 of the Companies Act 2006. The financial information for the year ended 31 December 2016 has been extracted from the statutory accounts for that year, which have been filed with the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain a statement under section 498 of the Companies Act 2006.

   2     Basis of preparation 

The unaudited condensed consolidated interim report for the six months ended 30 June 2017 has been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRSs") and in accordance with IAS 34, 'Interim financial reporting' as adopted by the European Union. The unaudited condensed consolidated interim report should be read in conjunction with the annual financial statements for the year ended 31 December 2016, which were prepared in accordance with IFRSs as adopted by the European Union.

These financial statements have been prepared under the historical cost convention.

The Group has two Invoice Discounting Facilities in place with a combined value of GBP19.5m. Hydrogen had an existing facility of GBP18.0m, which was renewed in May 2017 with a commitment to 1 April 2019. The Group also acquired an additional facility on the acquisition of Argyll Scott of GBP1.5m which has a commitment until December 2018. After these dates, the facilities shall continue until ended by either party giving to the other not less than three months' written notice. Accordingly, the directors have adopted the going concern basis in preparing the interim report.

This unaudited condensed consolidated interim report has been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year ended 31 December 2016.

The accounting policies have been applied consistently throughout the Group for the purposes of preparation of the condensed consolidated interim report.

International Accounting Standards (IAS/IFRS) and interpretations in issue but not yet adopted

The board continues to review future applicable IFRS to the Group. In particular, the board is reviewing the impact of IFRS 9, 15 and 16 in more detail as these standards have been identified as ones that will impact future results. In particular, the Group is currently assessing the impact of IFRS 16 as, given the number of operating leases the Group has entered into, this is likely to be material. In summary, IFRS 16 will require the Group to recognise a liability and right of use asset for the majority of its leases which are currently treated as operating. This will affect fixed assets, current and non-current liabilities and the measurement and disclosure of associated lease expenses (ie depreciation and interest expense compared to operating lease rentals currently).

   2     Basis of preparation (continued) 

International Accounting Standards (IAS/IFRS) and interpretations in issue but not yet adopted (continued)

It is not practicable to provide a reasonable estimate of the effects of the adoption of IFRS 9, 15 or 16 until a detailed review has been completed, given the complexity of these standards.

Standards become effective as follows:

IFRS 15: 1 January 2018 (for annual periods beginning on or after)

IFRS 9: 1 January 2018

IFRS 16: 1 January 2019

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

   3     Segment reporting 

(a) Revenue, gross profit and operating profit/(loss) by discipline

For management purposes, the Group is organised into two operating segments, EMEA including USA (EMEA) and Asia Pacific (APAC), based on the discipline of the candidate being placed. Both of the operating segments have similar economic characteristics and share a majority of the aggregation criteria set out in IFRS 8.12.

 
                             30 June 2017                            30 June 2016                          31 December 2016 
                                       Group                                   Group                                   Group 
                    EMEA      APAC      cost     Total      EMEA      APAC      cost     Total      EMEA      APAC      cost     Total 
                 GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
                --------  --------  --------  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
 
 Revenue          49,302     7,498         -    56,800    54,734     4,613         -    59,347   104,428    11,818         -   116,246 
 
 Gross 
  profit           7,426     1,936         -     9,362     7,415     1,469         -     8,884    14,403     3,335         -    17,738 
 
 Depreciation 
  and 
  amortisation     (215)       (6)         -     (221)     (162)       (4)         -     (166)     (310)       (8)         -     (318) 
 
 Other 
  income             267         -         -       267       280         -         -       280       553         -         -       553 
 
 Operating 
  profit 
  /(loss)            256        11     (833)     (566)     1,166     (129)     (676)       361     1,547       323   (1,120)       750 
                --------  --------  --------  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
 
 Finance 
  costs                                           (37)                                    (21)                                    (63) 
 Finance 
  income                                             9                                     627                                     980 
 Loss                                             (17)                                       -                                       - 
  from 
  associate 
                                              --------                                --------                                -------- 
 
 
   (Loss)/profit before 
   tax                                           (611)                                     967                                   1,667 
                                              --------                                --------                                -------- 
 
 
   Profit before tax, 
   loss from associate, 
   Non-Controlling 
   interests and exceptional 
   items                                            25                                     967                                   1,667 
                                              ========                                ========                                ======== 
 
   3.         Segment reporting (continued) 

(a) Revenue, gross profit and operating profit/(loss) by discipline (continued)

Revenue reported above represents revenue generated from external customers. There were no sales between segments in the six months to 30 June 2017 (30 June 2016: Nil, 31 December 2016: Nil).

The accounting policies of the reportable segments are the same as the Group's accounting policies described above. Segment profit represents the profit earned by each segment without allocation of central administration costs, finance costs and finance income.

The information reviewed by the chief operating decision maker, or otherwise regularly provided to the chief operating decision maker, does not include information on net assets. The cost to develop this information would be excessive in comparison to the value that would be derived.

There is one external customer that represented more than 28% of the entity's revenues with revenue of GBP16.0m, and approximately 14% of the Group's net fee income, included in the EMEA segment (30 June 2016: one customer, revenue GBP18.5m, EMEA segment; 31 December 2016: one customer, revenue GBP36.3m, EMEA segment).

(b) Revenue and gross profit by geography

 
 
                        Revenue                    Gross profit 
-----------  ----------------------------  ---------------------------- 
                 Six months          Year      Six months          Year 
                    ended           ended         ended           ended 
-----------  ------------------  --------  ------------------  -------- 
              30 June   30 June    31 Dec   30 June   30 June    31 Dec 
----------- 
                 2017      2016      2016      2017      2016      2016 
----------- 
              GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
-----------  --------  --------  --------  --------  --------  -------- 
 
 UK            42,863    46,604    90,007     5,286     5,113    10,190 
 
 Rest 
  of World     13,937    12,743    26,239     4,076     3,771     7,548 
-----------  --------  --------  --------  --------  --------  -------- 
 
               56,800    59,347   116,246     9,362     8,884    17,738 
-----------  --------  --------  --------  --------  --------  -------- 
 
 

(c) Revenue and gross profit by recruitment classification

 
 
                         Revenue                    Gross profit 
------------  ----------------------------  ---------------------------- 
                  Six months          Year      Six months          Year 
                     ended           ended         ended           ended 
------------  ------------------  --------  ------------------  -------- 
               30 June   30 June    31 Dec   30 June   30 June    31 Dec 
------------ 
                  2017      2016      2016      2017      2016      2016 
------------ 
               GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
------------  --------  --------  --------  --------  --------  -------- 
 
 Permanent*      4,280     3,503     6,761     4,260     3,500     6,743 
 
 Contract       52,520    55,844   109,485     5,102     5,384    10,995 
------------  --------  --------  --------  --------  --------  -------- 
 
                56,800    59,347   116,246     9,362     8,884    17,738 
------------  --------  --------  --------  --------  --------  -------- 
 
 

* includes Fixed Term Contracts (FTC's)

   4     Exceptional items 

Exceptional items are costs that are separately disclosed due to their material and non-recurring nature. They arose as a result of the strategic decision to acquire the entire share capital of Argyll Scott Holdings and also a restructure of the Group board.

 
                                  Six months        Year ended 
                                     ended 
                               30 June   30 June   31 December 
 --------------------------- 
                                  2017      2016          2016 
 --------------------------- 
                               GBP'000   GBP'000       GBP'000 
 ---------------------------  --------  --------  ------------ 
                                    57         -             - 
   Restructuring costs 
 Acquisition related costs 
 General expenses                   32         -             - 
 Onerous lease                     291         -             - 
 Professional fees                 230 
 
   Total                           610         -             - 
----------------------------  --------  --------  ------------ 
 
   5     Income tax expense 

The charge for taxation on profits for the six months amounted to GBP0.02m (30 June 2016: GBP0.07m, 31 December 2016: GBP0.14m), being tax on profits and adjustment to prior year amounts.

   6     Earnings per share 

Earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Group by the weighted average number of ordinary shares in issue.

Fully diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares by existing share options and share incentive plans, assuming dilution through conversion of all existing options and shares held in share plans.

 
                                                     Six months              Year ended 
                                                        ended 
                                                  30 June        30 June    31 December 
----------------------------------------- 
                                                     2017           2016           2016 
----------------------------------------- 
                                                  GBP'000        GBP'000        GBP'000 
-----------------------------------------   -------------  -------------  ------------- 
 Earnings 
 (Loss)/profit for the period/year                  (634)            896          1,532 
 Add back Non-Controlling                               9              -              - 
  Interest 
 
 (Loss)/profit for the period/year 
  attributable to equity holders 
  of the parent                                     (625)            896          1,532 
------------------------------------------ 
 
 Adjusted earnings 
 (Loss)/profit for the period                       (625)            896          1,532 
 Add back: exceptional costs                          610              -              - 
-----------------------------------------   -------------  -------------  ------------- 
                                                     (15)            896          1,532 
 -----------------------------------------  -------------  -------------  ------------- 
 
 
 
 
 
 
 
 
        6 Earnings per share (continued) 
 Number of shares                                  Number         Number         Number 
 
 Weighted average number 
  of shares used for earnings 
  per share 
                                               23,973,554     22,530,249     22,529,360 
 Dilutive effect of share 
  plans                                         2,653,075      1,987,668      1,212,308 
------------------------------------------  -------------  -------------  ------------- 
 Diluted weighted average 
  number of shares used to 
  calculate fully diluted 
  earnings per share                           26,626,629     24,517,917     23,741,668 
------------------------------------------  -------------  -------------  ------------- 
 
 Basic (loss)/profit per 
  share                                           (2.61p)          3.97p          6.80p 
 Fully diluted (loss)/profit 
  per share                                       (2.61p)          3.65p          6.45p 
 Adjusted basic earnings 
  per share                                       (0.06p)          3.97p          6.80p 
 Adjusted diluted earnings 
  per share                                       (0.06p)          3.65p          6.45p 
 
   7     Cash flow from operating activities 
 
                                            Six months                   Year ended 
                                               ended 
                                               30 June        30 June   31 December 
                                                  2017           2016          2016 
                                                          As restated 
 
                                               GBP'000        GBP'000       GBP'000 
---------------------------------------   ------------  -------------  ------------ 
 
 (Loss)/Profit before taxation                   (611)            967         1,667 
 Add back associate loss                            17              -             - 
 Add back non-controlling                            9              -             - 
  interest 
 Add back exceptional items                        610              -             - 
---------------------------------------   ------------  -------------  ------------ 
 Profit before taxation and 
  exceptional items                                 25            967         1,667 
 Adjusted for: 
 Depreciation and amortisation                     220            166           318 
 Increase/(decrease)in non-exceptional 
  provisions                                       135              -           241 
 FX unrealised gains                                11          (104)         (315) 
 Share based payments                              150            180           331 
 Net finance costs                                 (9)          (627)         (917) 
----------------------------------------  ------------  -------------  ------------ 
 
 Operating cash flows before 
  movements in working capital                     532            582         1,325 
 
 (Increase)/decrease in receivables            (4,640)        (6,016)       (3,502) 
 Increase/(decrease) in payables                 3,690          2,618         1,235 
 Income tax expense                               (23)           (71)         (135) 
----------------------------------------  ------------  -------------  ------------ 
 
 Cash (utilised) from operating 
  activities                                     (441)        (2,887)       (1,077) 
 
 Income taxes paid                               (132)           (90)         (104) 
 Finance costs                                    (37)           (22)          (63) 
----------------------------------------  ------------  -------------  ------------ 
 
 Net cash (outflow) from 
  operating activities before 
  exceptional items                              (610)        (2,999)       (1,244) 
 
 Cash flows arising from                         (109)              -             - 
  exceptional items 
 
 Net cash (outflow) from operating 
  activities                                     (719)        (2,999)       (1,244) 
----------------------------------------  ------------  -------------  ------------ 
 
 
   8     Trade and other receivables 
 
                                        Six months ended     Year ended 
                                   30 June        30 June   31 December 
------------------------------ 
                                      2017           2016          2016 
                                              As restated 
------------------------------ 
                                   GBP'000        GBP'000       GBP'000 
------------------------------   ---------  -------------  ------------ 
 
 Trade receivables                  11,011          8,820         9,687 
 Allowance for doubtful debts         (55)          (149)         (142) 
 Accrued income                      9,936         11,297         7,532 
 Prepayments                           983            326           561 
 Other receivables 
 - due within 12 months                375             64           214 
 - due after more than 12 
  months                               339            107            99 
------------------------------- 
 
                                    22,589         20,465        17,951 
 ------------------------------  ---------  -------------  ------------ 
 
 Current                            22,250         20,358        17,852 
 Non-current                           339            107            99 
-------------------------------  ---------  -------------  ------------ 
 
   9     Trade and other payables 
 
                                  Six months ended     Year ended 
                             30 June        30 June   31 December 
 ------------------------ 
                                2017           2016          2016 
                                        As restated 
 ------------------------ 
                             GBP'000        GBP'000       GBP'000 
 ------------------------  ---------  -------------  ------------ 
 
 Trade payables                1,928          1,075         1,505 
 Other taxes and social 
 security costs                1,404            719           701 
 Other payables                  999            916           947 
 Accruals                     11,851         11,166         9,340 
------------------------- 
 
                              16,182         13,876        12,493 
 ------------------------  ---------  -------------  ------------ 
 
 
   10   Provisions 
 
                             Leasehold   Onerous 
                         dilapidations     lease     Total 
                               GBP'000   GBP'000   GBP'000 
---------------------   --------------  --------  -------- 
 
 At 1 January 2016                  68         -        68 
 New provision                      16         -        16 
----------------------  --------------  --------  -------- 
 At 30 June 2016                    84         -        84 
 New provision                     225         -       225 
----------------------  --------------  --------  -------- 
 At 31 December 2016               309         -       309 
 New provision                     135       271       406 
 Utilised                            -         -         - 
----------------------  --------------  --------  -------- 
 
 At 30 June 2017                   444       271       715 
----------------------  --------------  --------  -------- 
 
 Current                             -       271       271 
 Non-current                       444         -       444 
----------------------  --------------  --------  -------- 
 
   11   Investment in associate 
 
 Principle       Investment    Principal    Country of        %Equity 
  associate       held by       activity     incorporation     interest 
--------------  ------------  -----------  ----------------  ---------- 
                 Hydrogen      Advisory 
 CBFG Limited     Group Plc     services    UK                45.0 
 

The following table provides summarised information of the Group's investment in the associated undertaking:

 
                              GBP'000 
 Investment acquired              150 
 Share of associate's loss       (17) 
---------------------------  -------- 
 
 Total                            133 
---------------------------  -------- 
 
   12   Acquisition of Argyll Scott Holdings 

On 2 June 2017, Hydrogen Group Plc acquired the entire issued share capital of Argyll Scott Holdings for GBP3.3m, satisfied by the issuance of ordinary shares in Hydrogen Group Plc. In the director's opinion, the consideration paid over are worth in excess of the net assets of the Argyll Scott Group and hence has given rise to the following goodwill.

 
 Net Assets acquired were                                                             GBP'000 
  as follows: 
--------------------------------  ----------------------------------------------------------- 
 Fixed Assets                                                                              85 
 Trade and other receivables                                                            3,278 
 Cash and cash equivalents                                                                476 
 Borrowings                                                                             (608) 
 Trade and other payables                                                             (2,124) 
--------------------------------  ----------------------------------------------------------- 
 Net Assets                                                                             1,107 
 Non-controlling interest                                                               (353) 
--------------------------------  ----------------------------------------------------------- 
 Tangible Assets Acquired                                                                 754 
 
 Intangible Assets Acquired                                                               625 
 Goodwill                                                                               1,851 
 Total consideration (satisfied 
  by shares)                                                                            3,230 
 
 
 

On recognition of the intangible assets acquired, a deferred tax liability of GBP120k has also arisen. As a result, goodwill has further increased by the corresponding amount. A full valuation of the intangibles acquired is currently being reviewed and therefore there could be changes to the intangibles, deferred tax liability and goodwill balances disclosed within the applicable reporting period.

   13   Prior year adjustment 

During the year ended 31 December 2016, the Group changed its accounting policy with respect to the recognition and measurement of revenue. Permanent recruitment revenue was previously recognised on the acceptance of the role by a candidate. This policy has been changed to recognise revenue on the start date of a candidate.

The impact of this change in accounting policy on the comparative figures previously reported in the audited financial statements for the year ended 31 December 2016 illustrated below:

 
                                        GBP'000 
 Reduction to 2014 Retained Earnings    (1,577) 
 Increase to 2015 Retained Earnings         820 
-------------------------------------  -------- 
 Total                                    (757) 
 

Included within the adjustment to equity as at 1 January 2015, is an amount of GBP264k in the translation reserve as a result of the revenue policy change. This arose from translating the foreign subsidiaries from their functional currencies in to the Group's presentational currency.

The impact of this change in accounting policy on the comparative figures previously reported in the unaudited financial statements for the period ended 30 June 2016 illustrated below:

 
                                       GBP'000 
 Increase to 2016 Retained Earnings         53 
 

Included within the adjustment to equity as at 30 June 2016, is an amount of GBP30k in the translation reserve.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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