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RPS Rps Group Plc

221.00
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Rps Group Plc LSE:RPS London Ordinary Share GB0007594764 ORD 3P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 221.00 221.00 222.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

RPS Group PLC Results for the Year Ended 31 December 2017 (3108G)

01/03/2018 7:00am

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TIDMRPS

RNS Number : 3108G

RPS Group PLC

01 March 2018

RPS GROUP PLC

("RPS" or "the Group")

Results for the Year Ended 31 December 2017

Improved trading performance. Strong cash conversion. Further reduction in leverage.

 
                                              2017    2016   2016 at constant 
                                                                 currency (1) 
                                           -------  ------  ----------------- 
 
 Revenue (GBPm)                              630.6   594.5              614.8 
 Fee income (1) (GBPm)                       562.3   534.3              552.5 
 PBTA(1) (GBPm)                               53.9    50.7               52.4 
 Adjusted earnings per share (1) (basic) 
  (p)                                        17.13   16.60              16.58 
 Total dividend per share (p)                 9.88    9.74               9.74 
 Statutory (loss)/profit before tax 
  (GBPm)                                     (1.6)    32.8               33.7 
 Statutory (loss)/earnings per share 
  (basic) (p)                               (7.52)   11.35              11.29 
-----------------------------------------  -------  ------  ----------------- 
 

Financial key points

   --      Fee income GBP562.3m (2016 GBP534.3m); 5% growth; 2% growth at constant currency 
   --      PBTA GBP53.9m (2016 GBP50.7m); 6% growth; 3% growth at constant currency 
   --      EPS (adjusted, basic) 17.13p (2016 16.60p); 3% growth; 3% growth at constant currency 
   --      Goodwill impairment of GBP40.0m (2016 GBPnil) in Energy 
   --      Statutory loss before tax GBP1.6m (2016 profit GBP32.8m) 
   --      Strong cash conversion 91% (2017 117%) 
   --      Year-end net bank borrowings GBP80.6m (2016 GBP83.4m); leverage (1) 1.3x (2016 1.6x) 

-- Final dividend proposed 5.08p (2016 5.08p) making full year dividend 9.88p, up 1.4% (2016 9.74p). There is no intention to reduce future full year dividends, but no increase until pay-out is in line with previous norm of 40% of adjusted basic EPS rather than 58% currently

Business highlights

   --      Conditions in markets, other than Energy, generally positive 

-- Energy trading improved in second half but was less good than expected despite the increased oil price

   --      Profit growth achieved in all four business segments 
   --      Appointment of new Chief Executive. Initial review of Group strategy concluded 
   --      Renewed emphasis to be placed on organic growth supported by targeted acquisitions 
   --      Five strategic priorities established to support future growth 

John Douglas, CEO, commented:

"2017 has been a year of steady progress for the group in overall trading performance and good progress in establishing strategic priorities following management change in September. We intend to enhance the strong existing foundations to further improve our proposition and business, our offerings to clients and deliver long-term value to our shareholders. The Board anticipates further growth in 2018. I would like to thank all our people for the hard work and dedication that has gone into delivering these results."

1 March 2018

(1) Alternative Performance Measures are used consistently throughout this announcement: these include PBTA, fee income, items prefaced "adjusted" such as adjusted EPS, segment profit, underlying profit, underlying operating profit, amounts labelled "at constant currency", EBITDAS, conversion of profit into cash, net bank borrowings, leverage. For further details of their purpose, definition and reconciliation to the equivalent statutory measures see note 2.

 
 ENQUIRIES 
 RPS Group plc                       Today: 020 7457 2020 
 John Douglas, Chief Executive   Thereafter: 01235 863206 
 Gary Young, Finance Director 
 
 Instinctif Partners 
 Justine Warren                        Tel: 020 7457 2020 
 Matthew Smallwood 
 

RPS is an international consultancy providing advice upon the development and management of the built and natural environment; the planning and development of strategic infrastructure, and the evaluation and development of energy, water and other resources. We have offices in the UK, Ireland, the Netherlands, Norway, the United States, Canada, Australia, Malaysia, New Zealand and undertake projects in many other parts of the world. The Group has been a constituent of the FTSE4Good index since its inception in 2001.

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses of RPS Group plc. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are many factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.

Results

PBTA was GBP53.9m, an increase of 6% over last year (2016: GBP50.7m, GBP52.4m at constant currency) and in line with market expectations, on fee income that increased by 5% to GBP562.3m (2016: GBP534.3m, GBP552.5m at constant currency). After taking into account a goodwill impairment charge of GBP40.0m (2016 GBPnil) in respect of our energy business, amortisation of acquired intangibles and a loss on disposal, loss before tax was GBP1.6m (2016: profit GBP32.8m, GBP33.7m at constant currency). The effective tax rate for the year on PBTA is 29.6% (2016: 27.7%). Adjusted basic EPS was 17.13p, an increase of 3% over last year (2016 16.60p. 16.58p at constant currency). Statutory basic (loss)/earnings per share was (7.52)p (2016 11.35p, 11.29p at constant currency).

2017 profits benefited from favourable currency movements on the conversion of overseas results. PBTA in 2017 would have been GBP2.2m lower had 2016 exchange rates been repeated in 2017. The PBTA in 2016 would have been GBP1.7m higher than reported if 2017 exchange rates had prevailed in 2016. Statutory profit in 2016 would have been GBP0.9m higher than reported if 2017 exchange rates prevailed in 2016.

Trading performance

 
                                         2016 at constant 
 GBPm                     2017    2016           currency 
----------------------  ------  ------  ----------------- 
 BNE Europe               37.0    35.1               35.7 
 BNE NA                    8.3     7.9                8.3 
 Energy                    6.4     5.4                5.4 
 AAP                      15.3    14.2               15.1 
----------------------  ------  ------  ----------------- 
 Total segment profit     67.0    62.6               64.4 
 Unallocated costs       (8.5)   (6.7)              (6.7) 
----------------------  ------  ------  ----------------- 
 Underlying operating 
  profit                  58.5    55.9               57.7 
----------------------  ------  ------  ----------------- 
 

Each segment grew or maintained profit at constant currency, whilst central unallocated costs increased, mainly due to board changes during the year.

Borrowings and cash flow

Net bank borrowings at the year-end were lower at GBP80.6m (31 Dec 2016 GBP83.4m). Net cash from operating activities remained strong at GBP43.7m (2016 GBP62.3m), albeit down on the previous year. This reduction was largely the result of a working capital increase in the year of GBP6.1m compared to a decrease of GBP11.5m in 2016. The Group continues to focus on its management of working capital, and our conversion of profit into operating cash was good at 91% (2016: 117%). Net cash used in investing activities was GBP21.1m (2016 GBP38.1m), mainly comprising expenditure on deferred consideration for acquisitions of GBP12.9m (2016 GBP23.7m), net capital expenditure of GBP8.4m (2016 GBP7.9m) and new acquisitions in the year GBPnil (2016 GBP6.6m). The amount paid in respect of dividends was GBP22.0m (2016 GBP22.5m).

Deferred consideration outstanding at the year-end was GBP1.8m (31 December 2016 GBP15.0m), the lowest for many years. Our leverage (being net bank debt plus deferred consideration expressed as a ratio of adjusted EBITDA) calculated in accordance with our bank's financial covenants was 1.3x at the year end, down from 1.6x at the end of 2016.

Net finance costs were GBP4.5m (2016 GBP5.2m). The year on year decrease was primarily the result of less interest on deferred consideration that reduced significantly during the year.

Amortisation and impairment of intangible assets and transaction related costs

Amortisation and impairment of intangible assets and transaction related costs totalled GBP55.5m (2016 GBP17.9m). Included in this total is goodwill impairment of GBP40.0m (2016 GBPnil) in respect of our Energy businesses in EAME and North America, amortisation of acquired intangibles GBP12.8m (2016 GBP17.5m), loss on disposal of business GBP2.7m (2016 GBPnil) and other items GBPnil (2016 GBP0.4m). The loss on disposal relates to the sale just before the year end of our pipeline approval business in Canada. Proceeds were GBP0.2m, the largest component of the loss being a provision for onerous property lease of GBP2.4m.

The goodwill impairment charge of GBP40.0m relates to the impairment of our oil and gas exposed energy businesses in Europe and North America. They performed close to budget during the first half of 2017 and whilst trading improved in the second half it was less good than expected despite the increased oil price. The Board has reviewed the prospects for the oil industry and the potential demand for our services and considers them to be lower than at the last review. Accordingly, our impairment review at the year-end incorporated a lower forecast for cash generation than at the last review which has resulted in the goodwill impairment.

Dividends

The total (paid and proposed) dividend for the year is 9.88p per ordinary share (2016 9.74p) and amounts to GBP22.1m. The proposed final dividend of 5.08p (2016 5.08p) will be paid on 18 May 2018 to shareholders on the register of members at the close of business on 20 April 2018 subject to approval at the Annual General Meeting on 1 May 2018.

Capital allocation policy

We intend to create long term shareholder value by growing organically and through prudent, selective acquisition in due course. To support organic growth we plan to re-invest capital in our business. We are currently modernising and improving our HR and marketing functions as described further in the strategy section below.

We intend to operate with a leverage up to 2.0x, unless immediately following an acquisition, which provides substantial headroom compared to our current facilities limit of 3.0x. The full year dividend represents 58% (2016: 59%) of adjusted basic earnings per share. Prior to 2015 the dividend pay-out ratio was less than 40%. The Board's view is that the current ratio is too high and future pay-out should be more in line with this previous norm. Considering the above, whilst the Board has no current intention of reducing the future full year dividend, increases are only likely when earnings grow and the pay-out ratio is at or around this level.

Markets and trading

Built and Natural Environment-Europe

 
                                               2016 at constant 
                            2017     2016              currency 
-----------------------  -------  -------  -------------------- 
 Fee income (GBPm)         287.6    269.0                 275.0 
 Segment profit 
  * (GBPm)                  37.0     35.1                  35.7 
 Margin (%)                 12.9     13.1                  13.0 
 * after reorganisation costs: 2017 GBPnil, 2016 GBP0.5m 
 

Market conditions were generally good for all our businesses. Our planning and development businesses in UK and Ireland benefited both from good market conditions and client confidence in respect of both private sector development as well as public infrastructure projects. However, this business suffered from a troubled engineering design project. The project incurred a loss of GBP2.1m in the year. Our water business, which has a strong market presence, traded particularly well in what is the historically strong mid period of the current Asset Management Plan regulatory cycle. Our other operationally focussed businesses, in the Netherlands and our environmental and risk management businesses in the UK also traded well. In Norway we have two leading project management businesses. In total they grew year-on-year and progressed their integration that impacted results in the second half of the year.

The UK decision to leave the EU could cause disruption to activities if clients decide to change their investment plans. We are seeing little sign of this yet. Subject to market conditions remaining supportive this business is capable of further growth in 2018.

Built and Natural Environment-NA

 
                                                2016 at constant 
                             2017    2016               currency 
------------------------  -------  ------  --------------------- 
 Fee income (GBPm)           76.2    65.4                   67.9 
 Segment profit 
  * (GBPm)                    8.3     7.9                    8.3 
 Margin (%)                  10.9    12.0                   12.2 
 * after reorganisation costs: 2017 GBP0.2m, 2016 GBP0.3m 
 

The strong economic fundamentals of the US market supported fee growth in our infrastructure and our environmental risk business. Our ocean science business, which is oil and gas exposed, benefited from an increase in activity in the second half. However, margins remain under duress from increased cost pressure and were adversely impacted by Hurricane Harvey that led to some lost productivity in our businesses in Texas. Generally good market conditions will be supportive in 2018 although the cost of investment in people will temper growth.

Energy

 
                                                2016 at constant 
                             2017    2016               currency 
------------------------  -------  ------  --------------------- 
 Fee income (GBPm)           65.4    71.5                   72.7 
 Segment profit 
  * (GBPm)                    6.4     5.4                    5.4 
 Margin (%)                   9.7     7.5                    7.4 
 * after reorganisation costs: 2017 GBP0.4m, 2016 GBP3.6m 
 

We provide internationally recognised consultancy services to the oil and gas industry from bases in the UK, US and Canada. We continued to match our costs to our workload whilst retaining multi-disciplinary capability. In 2017 we reversed GBP1.8m of debtor provisions (2016 GBP4.2m).

Although fees declined in 2017 our profits appear to have stabilised. Nevertheless, our Energy business performed less well than we expected at the start of the year and as previously mentioned the Board concluded that an impairment of its goodwill was appropriate. Energy has been a significant contributor to Group performance since we entered this market in 2003. We remain committed to the oil and gas market and have a strategic aim of revitalising our Energy business in oil and gas and in the broader energy market.

Markets remained difficult throughout the year although the rise in oil price in the second half of the year suggests that activity levels in our key upstream sectors may not decline any further and some fee growth is possible. A similar level of provision reversals is unlikely therefore profit growth is uncertain.

Australia Asia Pacific

 
                                                2016 at constant 
                             2017     2016              currency 
-----------------------  --------  -------  -------------------- 
 Fee income (GBPm)          135.0    130.1                 138.7 
 Segment profit 
  * (GBPm)                   15.3     14.2                  15.1 
 Margin (%)                  11.3     10.9                  10.9 
 * after reorganisation costs: 2017 GBP0.6m, 2016 GBP1.2m 
 

The reduction in fees on a constant currency basis was due mainly to a reduced level of activity at our oil and gas related businesses in Western Australia. Government infrastructure and land development markets were buoyant and provided good workload for most of our East coast businesses. Our project management business performed well benefiting from an active Australian defence sector. In the second half we provided GBP0.6m in respect of a loss making "gain share/pain share" project. The energy and resources sectors, mainly serviced by our west coast businesses, continued to struggle.

Market conditions in non-resource markets are generally good in our east coast businesses. However, our smaller west coast businesses face weak resource markets. Overall, this business is capable of further growth in 2018.

Strategy

Significant work has been undertaken in developing Group strategy. Our growth will be driven by an increased focus on organic performance coupled with targeted and complimentary acquisitions. We intend to deliver long term shareholder value and have an ambition to return to the FTSE 250. We have set ourselves five strategic priorities in pursuit of this ambition.

A key priority is to be rated by our people as a great place to do great work. Our staff turnover has been historically higher than we would like. We are therefore investing in our HR function, including the creation of a new role as Group People Director and will roll out best practices throughout the Group.

RPS offers a tremendous range of services and benefits would be derived from presenting the Group to our markets and internally in a more coherent, interconnected and consistent manner. We need to convey a clear sense of our identity and our behaviours. We have recently appointed a Group Marketing Director, a new role for the Group.

Better connectivity between our business drives revenue. A priority is to improve that connectivity across sectors where we have deep expertise and capability.

The USA is our largest single market for the services we offer. We have had a strong North American business for some years but recognise that it can be better and stronger still. It is the intention to further increase our presence in North America by making carefully targeted acquisitions in sectors in which we have strength and have familiarity.

Our final priority is to revitalise our international oil and gas business in which RPS has a very strong reputation as an independent professional advisor and service provider. The collapse in the oil price has challenged our business in recent years but we intend to reinvigorate it and develop a leading, global and innovative energy business in oil and gas and in the broader energy market.

Group prospects

The Board anticipates further growth in 2018. Trading conditions in our markets other than Energy are generally good. Our investment in strategic priorities will drive performance in 2019 and beyond. Our strong cash flow and reduced leverage will enable us to make carefully targeted acquisitions to deepen the services we offer clients. The new strategic priorities provide a foundation to build on its strong existing platform and deliver long term shareholder value.

Board of Directors

RPS Group plc

1 March 2018

 
Consolidated income statement 
                                             Notes  year ended  year ended 
                                                            31          31 
                                                      December    December 
 GBP000's                                                 2017        2016 
 ------------------------------------------  -----  ----------  ---------- 
 
 Revenue                                         3     630,636     594,471 
                                                2, 
 Recharged expenses                              3    (68,316)    (60,175) 
 ------------------------------------------  -----  ----------  ---------- 
                                                2, 
 Fee income                                      3     562,320     534,296 
 
 Operating profit before amortisation 
  and impairment of acquired intangibles        2, 
  and transaction related costs                  3      58,467      55,877 
 ------------------------------------------  -----  ----------  ---------- 
 
 Amortisation and impairment of 
  acquired intangibles and transaction 
  related costs                                  4    (55,541)    (17,890) 
 ------------------------------------------  -----  ----------  ---------- 
 Operating profit                                        2,926      37,987 
 
 Finance costs                                   5     (4,639)     (5,331) 
 Finance income                                  5         113         158 
 ------------------------------------------  -----  ----------  ---------- 
 
 Profit before tax, amortisation 
  and impairment of acquired intangibles 
  and transaction related costs                  2      53,941      50,704 
 
 (Loss)/profit before tax                              (1,600)      32,814 
 
 Tax expense                                     6    (15,072)     (7,733) 
 ------------------------------------------  -----  ----------  ---------- 
 
   (Loss)/profit for the year attributable 
   to equity 
   holders of the parent                              (16,672)      25,081 
 ==========================================  =====  ==========  ========== 
 
 
 Basic (loss)/earnings per share 
  (pence)                                        7      (7.52)       11.35 
 
 Diluted (loss)/earnings per share 
  (pence)                                        7      (7.47)       11.29 
 
 Adjusted basic earnings per share              2, 
  (pence)                                        7       17.13       16.60 
 
 Adjusted diluted earnings per                  2, 
  share (pence)                                  7       17.01       16.51 
 ------------------------------------------  -----  ----------  ---------- 
 
 
 
  Consolidated statement of comprehensive income 
                                                         year ended  year ended 
                                                                 31          31 
                                                           December    December 
 GBP000's                                                      2017        2016 
 ------------------------------------------------------  ----------  ---------- 
 
 (Loss)/profit for the year                                (16,672)      25,081 
 Exchange differences*                                      (5,867)      41,429 
 Actuarial gains and losses on re-measurement of 
  defined benefit pension liability                            (66)       (261) 
 Tax on re-measurement of defined benefit pension 
  liability                                                      15          65 
 Total recognised comprehensive (loss)/income for 
  the year attributable to equity holders of the 
  parent                                                   (22,590)      66,314 
 ------------------------------------------------------  ----------  ---------- 
 * may be reclassified to profit or loss in accordance 
  with IFRS 
 

Consolidated balance sheet

 
                                               as at         as at 
                                         31 December   31 December 
 GBP000's                        Notes          2017          2016 
 ------------------------------  -----  ------------  ------------ 
Assets 
 Non-current assets: 
 Intangible assets                           395,730       455,508 
 Property, plant and 
  equipment                                   28,344        28,448 
 Deferred tax asset                            3,312         5,953 
 ------------------------------  -----  ------------  ------------ 
                                             427,386       489,909 
-------------------------------  -----  ------------  ------------ 
 Current assets: 
 Trade and other receivables         8       169,755       165,604 
 Cash at bank                                 15,588        16,503 
 ------------------------------  -----  ------------  ------------ 
                                             185,343       182,107 
-------------------------------  -----  ------------  ------------ 
Liabilities 
  Current liabilities: 
  Borrowings                        10           212            36 
  Deferred consideration            12         1,608        13,376 
  Trade and other payables           9       123,406       125,165 
  Corporation tax liabilities                  3,415         4,472 
  Provisions                                   2,953         1,809 
-------------------------------  -----  ------------  ------------ 
                                             131,594       144,858 
-------------------------------  -----  ------------  ------------ 
  Net current assets                          53,749        37,249 
-------------------------------  -----  ------------  ------------ 
  Non-current liabilities: 
  Borrowings                                  96,008        99,886 
  Deferred consideration            12           148         1,634 
  Other payables                               2,543         2,496 
  Deferred tax liability                       8,340        10,045 
  Provisions                                   4,312         1,790 
-------------------------------  -----  ------------  ------------ 
                                             111,351       115,851 
-------------------------------  -----  ------------  ------------ 
  Net assets                                 369,784       411,307 
-------------------------------  -----  ------------  ------------ 
 
Equity 
 Share capital                                 6,745         6,703 
 Share premium                               117,790       114,353 
 Retained earnings                           205,143       249,353 
 Merger reserve                               21,256        21,256 
 Employee Trust                              (8,602)      (13,677) 
 Translation reserve                          27,452        33,319 
 Total shareholders' 
  equity                                     369,784       411,307 
 ------------------------------  -----  ------------  ------------ 
 

Consolidated cash flow statement

 
                                                   year       year 
                                               ended 31   ended 31 
                                               December   December 
GBP000's                               Notes       2017       2016 
-------------------------------------  -----  ---------  --------- 
 
Net cash from operating activities        11     43,744     62,277 
 
Cash flows from investing 
 activities: 
Purchases of subsidiaries 
 net of cash acquired                                 -    (6,557) 
Deferred consideration                         (12,879)   (23,672) 
Purchase of property, plant 
 and equipment                                  (8,651)    (8,130) 
Proceeds from sale of business                      234          - 
Proceeds from sale of property, 
 plant and equipment                                221        225 
Net cash used in investing 
 activities                                    (21,075)   (38,134) 
-------------------------------------  -----  ---------  --------- 
 
Cash flows from financing 
 activities: 
Costs of issue of share capital                     (8)        (5) 
Proceeds from issue of share 
 capital                                            382          - 
Repayment of bank borrowings                    (1,424)    (6,921) 
Payment of finance lease 
 liabilities                                       (36)       (47) 
Dividends paid                                 (22,007)   (21,613) 
Payment of pre-acquisition 
 dividend                                             -      (850) 
-------------------------------------  -----  ---------  --------- 
Net cash used in financing 
 activities                                    (23,093)   (29,436) 
-------------------------------------  -----  ---------  --------- 
 
Net decrease in cash and 
 cash equivalents                                 (424)    (5,293) 
 
Cash and cash equivalents 
 at beginning of year                            16,503     17,322 
Effect of exchange rate fluctuations              (703)      4,474 
-------------------------------------  -----  ---------  --------- 
 
Cash and cash equivalents 
 at end of year                                  15,376     16,503 
-------------------------------------  -----  ---------  --------- 
 
 
Cash and cash equivalents 
 comprise: 
Cash at bank                              11     15,588     16,503 
Bank overdraft                            11      (212)          - 
-------------------------------------  -----  ---------  --------- 
 
Cash and cash equivalents 
 at end of year                                  15,376     16,503 
-------------------------------------  -----  ---------  --------- 
 
 
 Consolidated statement of changes in equity 
 
 
 
                               Share      Share    Retained     Merger   Employee   Translation      Total 
                             capital    premium    earnings    reserve      trust       reserve     equity 
-------------------------  ---------  ---------  ----------  ---------  ---------  ------------  --------- 
 At 1 January 2016             6,667    112,026     244,648     21,256   (11,997)       (8,110)    364,490 
 
 Profit for the year               -          -      25,081          -          -             -     25,081 
 Other comprehensive 
  income                           -          -       (196)          -          -        41,429     41,233 
-------------------------  ---------  ---------  ----------  ---------  ---------  ------------  --------- 
 Total comprehensive 
  income for the year              -          -      24,885          -          -        41,429     66,314 
 
 Issue of new ordinary 
  shares                          36      2,327       (688)          -    (1,680)             -        (5) 
 Share based payment 
  expense                          -          -       2,184          -          -             -      2,184 
 Tax recognised directly 
  in equity                        -          -        (63)          -          -             -       (63) 
 Dividends paid                    -          -    (21,613)          -          -             -   (21,613) 
-------------------------  ---------  ---------  ----------  ---------  ---------  ------------  --------- 
 At 31 December 2016           6,703    114,353     249,353     21,256   (13,677)        33,319    411,307 
 
 Loss for the year                 -          -    (16,672)          -          -             -   (16,672) 
 Other comprehensive 
  income                           -          -        (51)          -          -       (5,867)    (5,918) 
-------------------------  ---------  ---------  ----------  ---------  ---------  ------------  --------- 
 Total comprehensive 
  income for the year              -          -    (16,723)          -          -       (5,867)   (22,590) 
 
 Issue of new ordinary 
  shares                          42      3,437     (1,352)          -    (1,753)             -        374 
 Share based payment 
  expense                          -          -       2,700          -          -             -      2,700 
 Transfer on release 
  of shares                        -          -     (6,828)          -      6,828             -          - 
 Dividends paid                    -          -    (22,007)          -          -             -   (22,007) 
-------------------------  ---------  ---------  ----------  ---------  ---------  ------------  --------- 
 At 31 December 2017           6,745    117,790     205,143     21,256    (8,602)        27,452    369,784 
=========================  =========  =========  ==========  =========  =========  ============  ========= 
 

Notes to the results

   1.         Basis of preparation 

The financial information attached has been extracted from the audited financial statements for the year ended 31 December 2017 which have been prepared under International Financial Reporting Standards (IFRS) adopted by the EU and IFRIC interpretations issued and effective at the time of preparing those financial statements.

During the year, the Group has applied IAS 7 (amended), IAS 12 (amended) and the amendments to IFRS 12 included in the Annual Improvements to IFRS 2012 - 2014 cycle. Their adoption has not had a material impact on the disclosures or amounts reported in these accounts. Otherwise the Group has prepared these accounts on the same basis as the 2016 Report and Accounts.

   2.         Alternative performance measures 

Throughout this document the Group presents various non-GAAP performance measures ('alternative performance measures'). The measures presented are those adopted by the Chief Operating Decision Maker and analysts who follow us in assessing the performance of the business.

Group Profit and earnings measures

PBTA

Profit before tax and amortisation and impairment of acquired intangibles and transaction related costs (PBTA) is used by the Board to monitor and measure the trading performance of the Group. It excludes certain items which the Board believes distort the trading performance of the Group. These items are either acquisition and disposal related or they are non-cash items.

Delivering the Group's strategy includes investment in selected acquisitions that enhance the depth and breadth of services that the Group offers in the territories in which it operates. In addition, from time to time the Group chooses to exit a particular market or service offering because it is not offering the desired returns. By excluding acquisition and disposal related items from PBTA, the Board has a clear and consistent view of the performance of the Group and is able to make informed operational decisions to support its strategy.

Accordingly, transaction related costs including costs of acquisition and disposal, losses on the closure of businesses and amortisation and impairment of intangible assets are excluded from the Group's preferred performance measure, PBTA.

Items are treated consistently year-on-year, and these adjustments are also consistent with the way that performance is measured under the Group's incentive plans and its banking covenants.

Operating profit before amortisation and impairment of acquired intangible assets is a derivative of PBTA. A reconciliation is shown below.

 
         GBP000s                                                   2017     2016 
        -----------------------------------------------------  --------  ------- 
  (Loss) / profit before tax                                    (1,600)   32,814 
         Amortisation and impairment of acquired 
 Add:     intangibles and transaction related costs              55,541   17,890 
        -----------------------------------------------------  --------  ------- 
  PBTA                                                           53,941   50,704 
 
 Add:    Net finance costs                                        4,526    5,173 
        -----------------------------------------------------  --------  ------- 
  Operating profit before amortisation and 
   impairment of acquired intangibles and transaction 
   related costs                                                 58,467   55,877 
 ============================================================  ========  ======= 
 

Adjusted profit attributable to ordinary shareholders

It follows that the Group uses adjusted profit attributable to ordinary shareholders as the input to its adjusted EPS measures. Again, this profit measure excludes amortisation of acquired intangibles and transaction related costs, but is an after tax measure.

 
            GBP000s                                               2017      2016 
           ------------------------------------------------  ---------  -------- 
  (Loss) / profit attributable to equity holders 
   of the parent                                              (16,672)    25,081 
            Amortisation and impairment of acquired 
 Add:        intangibles and transaction related costs          55,541    17,890 
            Tax on amortisation and impairment of acquired 
 Deduct:     intangibles and transaction related costs           (885)   (6,292) 
           ------------------------------------------------  ---------  -------- 
  Adjusted profit attributable to equity holders 
   of the parent                                                37,984    36,679 
 ==========================================================  =========  ======== 
 

Constant currency

The Group generates revenues and profits in various territories and currencies because of its international footprint. Those results are translated on consolidation at the foreign exchange rates prevailing at the time. These exchange rates vary from year to year, so the Group presents some of its results on a constant currency basis. This means that the prior year's results have been retranslated using current year exchange rates. This eliminates the effect of exchange from the year on year comparison of results. The difference between the reported numbers and the constant currency numbers is the constant currency effect.

 
                                 Constant 
                                 currency   2016 at constant 
 GBP000s                 2016      effect           currency 
-------------------  --------  ----------  ----------------- 
 Revenue              594,471      20,358            614,829 
 Fee income           534,296      18,248            552,544 
 PBTA                  50,704       1,713             52,417 
 Profit before tax     32,814         854             33,668 
 

Segment profit and underlying profit

Segment profit is presented in our segmental disclosures. This excludes the effects of financing and amortisation which are metrics outside of the control of segment management. It also excludes unallocated costs. Segment profit is then adjusted by excluding the costs of reorganisation to give underlying profit for the segment. This reflects the underlying trading of the business. A reconciliation between segment profit and operating profit is given in note 3.

Reorganisation costs

This classification comprises costs and income arising as a consequence of reorganisation such as redundancy costs, profit or loss on disposal of plant, property and equipment, the costs of consolidating office space and rebranding costs.

Unallocated expenses

Certain central costs are not allocated to the segments because they predominantly relate to the stewardship of the Group. They include the costs of the main board and the Group finance and marketing functions and related IT costs.

Revenue measures

The Group disaggregates revenue into Fee Income and Recharged Expenses. This provides insight into the performance of the business and our productive output. This is reconciled on the face of the income statement. Fee income by segment is reconciled in note 3.

Cash flow measures

EBITDAS

EBITDAS is operating profit adjusted by adding back non-cash expenses, tax and financing costs. The adjustments include interest, tax, depreciation, amortisation and impairment and transaction related costs and share scheme costs. This generates a cash-based operating profit figure which is the input into the cash flow statement. A reconciliation between Operating Profit and EBITDAS is given in note 11.

Conversion of profit into cash

A key measure of the Group's cash generation is the conversion of profit into cash. This is the cash generated from operations divided by EBITDAS expressed as a percentage. This metric is used as a measure against which the Group's long and short term performance incentive schemes are judged and reflects how much of the Group's profit has been collected as cash in the year.

Net bank borrowings

Net bank borrowings is the total of cash and cash equivalents, interest bearing bank loans and finance leases. This measure gives the external indebtedness of the Group, and is an input into the leverage calculations. This is reconciled in note 11.

Leverage

Leverage is the ratio of net bank borrowings plus deferred consideration to annualised EBITDAS and is one of the financial covenants included in our bank facilities.

Tax measures

We report one adjusted tax measure, which is the tax rate on PBTA ("adjusted effective tax rate"). This is the tax charge applicable to PBTA as a percentage of PBTA and is set out in note 6.

   3.         Business segments 

The business segments of the Group are as follows:

Built and Natural Environment ("BNE") - consultancy services to many aspects of the property and infrastructure development and management sectors. These include: environmental assessment, project management, the management of water resources, oceanography, health and safety, risk management, town and country planning, building, landscape and urban design, surveying and transport planning. Consulting services are provided on a regional basis in Europe and North America which represent separate segments.

Energy - the provision of integrated technical, commercial and project management support and training in the fields of geoscience, engineering and health, safety and environment, on a global basis mainly to the oil and gas sector.

Australia Asia Pacific ("AAP") - in the AAP region there is a single team that manages the BNE and Energy services that we provide in that region. The results of this region are maintained separately for performance and allocation of resources purposes. Accordingly, the results of this business are reported as a separate segment.

Segment results for the year ended 31 December 2017

 
 
   GBP000's               Fee income      Recharged     Intersegment     External 
                                           expenses          revenue      revenue 
---------------------  -------------  -------------  ---------------  ----------- 
 BNE - Europe                287,574         43,190          (1,246)      329,518 
 BNE - North America          76,160          1,989            (265)       77,884 
 Energy                       65,407         11,100            (470)       76,037 
 AAP                         135,025         12,556            (384)      147,197 
 Group eliminations          (1,846)          (519)            2,365            - 
---------------------  -------------  -------------  ---------------  ----------- 
 Total                       562,320         68,316                -      630,636 
---------------------  -------------  -------------  ---------------  ----------- 
 
 
                        Underlying   Reorganisation   Segment 
   GBP000's                 Profit            Costs    Profit 
---------------------  -----------  ---------------  -------- 
 BNE - Europe               37,048                -    37,048 
 BNE - North America         8,542            (208)     8,334 
 Energy                      6,801            (441)     6,360 
 AAP                        15,832            (562)    15,270 
 Total                      68,223          (1,211)    67,012 
---------------------  -----------  ---------------  -------- 
 

Segment results for the year ended 31 December 2016

 
 
   GBP000's               Fee income      Recharged       Intersegment     External 
                                           expenses            revenue      revenue 
---------------------  -------------  -------------  -----------------  ----------- 
 BNE - Europe                269,029         36,166              (714)      304,481 
 BNE - North America          65,382          6,398              (160)       71,620 
 Energy                       71,490          9,327              (485)       80,332 
 AAP                         130,140          8,439              (541)      138,038 
 Group eliminations          (1,745)          (155)              1,900            - 
---------------------  -------------  -------------  -----------------  ----------- 
 Total                       534,296         60,175                  -      594,471 
---------------------  -------------  -------------  -----------------  ----------- 
 
                                                                            Segment 
   GBP000's                              Underlying     Reorganisation       profit 
                                           profit                costs 
---------------------  -------------  -------------  ----------------- 
 BNE - Europe                                35,598              (460)       35,138 
 BNE - North America                          8,156              (305)        7,851 
 Energy                                       8,989            (3,603)        5,386 
 AAP                                         15,481            (1,246)       14,235 
---------------------  -------------  -------------  ----------------- 
 Total                                       68,224            (5,614)       62,610 
---------------------  -------------  -------------  ----------------- 
 
 
 Group reconciliation 
 
  GBP000's                                                  2017       2016 
-----------------------------------------------------  ---------  --------- 
 Revenue                                                 630,636    594,471 
 Recharged expenses                                     (68,316)   (60,175) 
-----------------------------------------------------  ---------  --------- 
 Fee income                                              562,320    534,296 
-----------------------------------------------------  ---------  --------- 
 
 Underlying profit                                        68,223     68,224 
 Reorganisation costs                                    (1,211)    (5,614) 
-----------------------------------------------------  ---------  --------- 
 Segment profit                                           67,012     62,610 
 Unallocated expenses                                    (8,545)    (6,733) 
-----------------------------------------------------  ---------  --------- 
 Operating profit before amortisation and impairment 
  of acquired intangibles and transaction related 
  costs                                                   58,467     55,877 
 Amortisation and impairment of acquired intangibles 
  and transaction related costs                         (55,541)   (17,890) 
-----------------------------------------------------  ---------  --------- 
 Operating profit                                          2,926     37,987 
 Finance costs                                           (4,526)    (5,173) 
 (Loss)/profit before tax                                (1,600)     32,814 
-----------------------------------------------------  ---------  --------- 
 

The table below shows revenue and fees to external customers based upon the country from which billing took place:

 
                     Revenue           Fee income 
               ------------------  ------------------ 
 GBP000's          2017      2016      2017      2016 
               --------  --------  --------  -------- 
 UK             232,490   220,053   193,183   186,939 
 Australia      144,694   134,935   132,200   126,366 
 USA             98,957    91,705    93,901    83,486 
 Norway          73,217    69,528    71,804    68,129 
 Netherlands     36,180    31,759    30,148    26,803 
 Ireland         28,805    27,190    26,641    24,585 
 Canada          12,461    15,172    10,624    13,927 
 Other            3,832     4,129     3,819     4,061 
-------------  --------  --------  --------  -------- 
 Total          630,636   594,471   562,320   534,296 
-------------  --------  --------  --------  -------- 
 
   4.         Amortisation and impairment of acquired intangibles and transaction related costs 
 
                                         year ended   year ended 
                                             31 Dec       31 Dec 
   GBP000's                                    2017         2016 
--------------------------------------  -----------  ----------- 
 
 Amortisation of acquired intangibles        12,804       17,470 
 Impairment of goodwill                      40,024            - 
 Loss on sale of business                     2,695            - 
 Adjustments to consideration 
  payable                                         -          187 
 Transaction costs                               18          233 
 Total                                       55,541       17,890 
--------------------------------------  -----------  ----------- 
 

Impairment of acquired intangibles

The Group has recognised impairment charges of GBP33,420,000 in respect of goodwill allocated to its Energy EAME cash generating unit ("CGU") group and GBP6,604,000 in respect of goodwill allocated to its Energy NA CGU group. Energy EAME and NA performed close to budget during the first half of 2017 and whilst trading improved in the second half it was lower than expected despite the increased oil price. The Board has considered the prospects for the oil industry and the potential demand for our services and consider them to be lower in the longer term than at the last review. Accordingly, our impairment review at the year-end incorporated a lower forecast for cash generation than previously, which has resulted in the goodwill impairment.

We remain committed to the oil and gas sector and have a strategic objective to develop a leading, global and innovative energy business in oil and gas and the broader energy market.

When goodwill was assessed for impairment at the end of 2016 our Energy business was treated as a single CGU group. For part of 2017, the Energy businesses in Europe and North America were managed separately (reporting as part of those respective regional segments). Consequently, the goodwill allocated to the Energy CGU group was split into amounts allocated to Energy North America and Energy EAME. No impairment would have arisen at the end of 2016 had this split already occurred when the 2016 impairment testing was undertaken.

The recoverable amounts of the Energy EAME and Energy North America CGU groups were calculated using value in use. Those recoverable amounts are: GBP11,327,000 for Energy EAME and GBP15,556,000 for Energy North America. The pre-tax discount rates used to value the two CGU groups were 16.1% for Energy EAME and 12.9% for Energy North America.

Loss on sale of business

On 29 December 2017, the Group disposed of the trade and certain assets of its pipeline approval business in Canada. The sale proceeds were C$395,000 (GBP233,000). The loss on disposal includes a lease which has become onerous since we no longer are able to make economic use of the building in which the land staff were based.

   5.         Net financing costs 
 
                                       year ended   year ended 
                                           31 Dec       31 Dec 
   GBP000's                                  2017         2016 
------------------------------------  -----------  ----------- 
 Finance costs: 
 Interest on loans, overdraft 
  and finance leases                      (3,952)      (3,982) 
 Amortisation of prepaid financing 
  costs                                     (383)        (359) 
 Interest on deferred consideration         (304)        (990) 
------------------------------------  -----------  ----------- 
                                          (4,639)      (5,331) 
 Finance income: 
 Deposit interest receivable                  113          158 
------------------------------------  -----------  ----------- 
 Net financing costs                      (4,526)      (5,173) 
------------------------------------  -----------  ----------- 
 
   6.         Income taxes 

Analysis of the tax expense/(credit) in the income statement for the year:

 
                                             year ended   year ended 
                                                 31 Dec       31 Dec 
   GBP000's                                        2017         2016 
------------------------------------------  -----------  ----------- 
 Current tax: 
   UK corporation tax                             3,750        3,115 
   Overseas tax                                   9,603        7,297 
   Adjustments in respect of prior years          1,422         (49) 
------------------------------------------  -----------  ----------- 
                                                 14,775       10,363 
 Deferred tax: 
    Origination and reversal of temporary 
     differences                                  (722)      (2,589) 
    Effect of change in tax rate                  2,278        (223) 
    Adjustments in respect of prior years       (1,259)          182 
------------------------------------------  -----------  ----------- 
                                                    297      (2,630) 
 
 Tax expense for the year                        15,072        7,733 
------------------------------------------  -----------  ----------- 
 

In addition to the amount charged to the income statement, the following items related to tax have been recognised:

 
 Deferred tax credit in other comprehensive 
  income                                       (15)   (65) 
 
 Deferred tax expense in equity for the 
  year                                            -     63 
--------------------------------------------  -----  ----- 
 
 

The effective tax rate for the year on profit before tax was significantly distorted by the impairment of goodwill which was not deductible for tax purposes. When the impact of this is excluded the tax rate was 39.2%. The effective tax rate for the year on PBTA is 29.6% (2016: 27.7%) as shown in the table below:

 
 GBP000's                                              2017     2016 
------------------------------------------------  ---------  ------- 
 Total tax expense in Income Statement               15,072    7,733 
 Add back: 
 Tax on amortisation and impairment of 
  acquired intangibles and transaction 
  related costs                                         885    6,292 
 Adjusted tax charge on the (loss)/profit 
  for the year                                       15,957   14,025 
 PBTA                                                53,941   50,704 
 Adjusted effective tax rate                          29.6%    27.7% 
------------------------------------------------  ---------  ------- 
 Tax rate impact of amortisation and impairment 
  of acquired intangibles and transaction 
  related costs                                    (971.6)%   (4.1%) 
 Statutory effective tax rate                      (942.0)%    23.6% 
 

The Group operates in and is subject to tax in many jurisdictions. The weighted average tax rate is derived by weighting the rates in those jurisdictions by the profit before tax earned there. It is sensitive to the statutory tax rates that apply in each jurisdiction and the geographic mix of profits. The statutory tax rates in our main jurisdictions were UK 19.25% (2016: 20.0%), Australia 30% (2016: 30%), US 38% (2016: 39%).

The weighted average tax rate excluding the impact of goodwill which was not deductible for tax purposes increased to 26.1% in 2017 (2016: 25.1%). This increase was due to greater proportions of tax arising in Australia and the US, which are taxed at high rates, and a lower proportion in the UK which is taxed at lower rates.

The actual tax charge differs from the weighted average tax charge for the reasons set out in the following reconciliation:

 
 GBP000's                                           2017      2016 
----------------------------------------------  --------  -------- 
 (Loss)/profit before tax                        (1,600)    32,814 
 Add back: impairment of goodwill                 40,024         - 
----------------------------------------------  --------  -------- 
 Profit before tax and impairment of goodwill     38,424    32,814 
----------------------------------------------  --------  -------- 
 
 Tax at the weighted average rate of 26.1% 
  (2016: 25.1%)                                   10,031     8,240 
 Effect of: 
 Irrecoverable withholding tax suffered            1,619     1,190 
 Impact of intercompany financing                  (581)   (1,664) 
 Effect of change in tax rates                     2,424     (223) 
 US repatriation tax                                 209         - 
 Canada losses not recognised                        795         - 
 Adjustments in respect of prior years               163       133 
 Other differences                                   412        57 
 Total tax expense for the year                   15,072     7,733 
----------------------------------------------  --------  -------- 
 

The Group operates, mainly through our oil and gas exposed businesses, in jurisdictions that impose withholding taxes on revenue earned in those jurisdictions. This tax may be off-set against domestic corporation tax either in the current year or in the future within certain time limits. To the extent that full recovery is not achieved in the current year or is not considered possible in future years the withholding tax is charged to the income statement. The impact of irrecoverable withholding tax suffered increased in 2017 as more work was undertaken in these jurisdictions.

The impact of intercompany financing relates to the funding of US operations from the UK. In response to the OECD's Base Erosion and Profit Shifting project (BEPS) the UK introduced new legislation which reduced the impact in 2017. The reduction in the US Federal tax rate from 35% to 21% that applies from 1 January 2018 will further reduce the impact in future periods.

From 1 January 2018 the US Federal tax rate reduced from 35% to 21% and the Norwegian tax rate reduced from 24% to 23%. These changes have resulted in an income statement charge arising principally from the reduction in the balance sheet carrying value of deferred tax assets relating to the amortisation of intangible assets.

Following US tax reform that was enacted in December 2017, undistributed profits of US subsidiaries become taxable at rates between 8.0% and 15.5%. The charge is not recurring and future US subsidiary profits will not be taxable.

In Canada, no benefit has been recognised for the losses arising on the disposal of the pipeline approval business as it is uncertain that they will be utilised.

Adjustments in respect of prior years arise when amounts of tax due calculated when tax returns are submitted differ from those estimated at the year end.

Other differences include expenses not deductible for tax purposes such as entertaining, share scheme charges, depreciation of property, plant and equipment which do not qualify for capital allowances and transaction related costs. They also include items that are deductible for tax purposes, such as goodwill and other asset amortisation, but are not included in the income statement. The other differences increased in 2017 as it included the impact of higher non-deductible transaction costs and 2016 was reduced by foreign exchange movement.

   7.         Earnings per share 

The calculations of basic and diluted earnings per share were based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding during the related period as shown in the table below:

 
                                                year ended  year ended 
                                                    31 Dec      31 Dec 
GBP000's / 000's                                      2017        2016 
----------------------------------------------  ----------  ---------- 
 
(Loss)/profit attributable to equity holders 
 of the parent                                    (16,672)      25,081 
 
Weighted average number of ordinary shares 
 for the purposes of basic earnings per share      221,804     220,977 
Effect of employee share schemes                     1,479       1,237 
----------------------------------------------  ----------  ---------- 
Diluted weighted average number of ordinary 
 shares                                            223,283     222,214 
 
Basic (loss)/earnings per share (pence)             (7.52)       11.35 
Diluted (loss)/earnings per share (pence)           (7.47)       11.29 
 

The directors consider that earnings per share before amortisation and impairment of acquired intangibles and transaction related costs provides a more consistent measure of the Group's performance than statutory earnings per share. The calculations of adjusted earnings per share were based on the number of shares as above and are shown in the table below:

 
                                                        year ended   year ended 
                                                            31 Dec       31 Dec 
   GBP000's                                                   2017         2016 
-----------------------------------------------------  -----------  ----------- 
 
 (Loss)/profit attributable to equity holders 
  of the parent                                           (16,672)       25,081 
 Amortisation and impairment of acquired intangibles 
  and transaction related costs (note 4)                    55,541       17,890 
 Tax on amortisation and impairment of acquired 
  intangibles and transaction related costs                  (885)      (6,292) 
 Adjusted profit attributable to equity holders 
  of the parent                                             37,984       36,679 
-----------------------------------------------------  -----------  ----------- 
 
 Adjusted basic earnings per share (pence)                   17.13        16.60 
 Adjusted diluted earnings per share (pence)                 17.01        16.51 
 
   8.         Trade and other receivables 

Trade and other receivables comprise the following balances:

 
 GBP000's                             31 Dec 2017   31 Dec 2016 
-----------------------------------  ------------  ------------ 
 Trade receivables                        114,653       118,664 
 Accrued income                            39,001        33,294 
 Prepayments                               10,568         9,536 
 Other receivables                          5,533         4,110 
-----------------------------------  ------------  ------------ 
 Total trade and other receivables        169,755       165,604 
-----------------------------------  ------------  ------------ 
 

Trade receivables and accrued income net of provision for impairment are shown below:

 
 GBP000's                    31 Dec 2017   31 Dec 2016 
--------------------------  ------------  ------------ 
 Trade receivables               119,500       124,702 
 Provision for impairment        (4,847)       (6,038) 
--------------------------  ------------  ------------ 
 Trade receivables net           114,653       118,664 
--------------------------  ------------  ------------ 
 
 GBP000's                    31 Dec 2017   31 Dec 2016 
--------------------------  ------------  ------------ 
 Accrued income                   44,757        37,710 
 Provision for impairment        (5,756)       (4,416) 
--------------------------  ------------  ------------ 
 Accrued income net               39,001        33,294 
--------------------------  ------------  ------------ 
 

All amounts shown under trade and other receivables fall due within one year.

The carrying value of trade and other receivables is considered a reasonable approximation of fair value due to their short term nature and the provisions for impairment recorded against them. The individually impaired balances mainly relate to items under discussion with customers.

Certain trade receivables are past due but have not been impaired. These relate to customers where we have no concerns over the recovery of the amount due. The age of financial assets past due but not impaired are as follows:

 
 GBP000's                      31 Dec 2017   31 Dec 2016 
----------------------------  ------------  ------------ 
 Not more than three months         10,740        10,201 
 More than three months             10,558        11,735 
----------------------------  ------------  ------------ 
 Total overdue                      21,298        21,936 
----------------------------  ------------  ------------ 
 

Movements in impairment:

 
 GBP000's                  Trade receivables   Accrued income     Total 
------------------------  ------------------  ---------------  -------- 
 As at 1 January 2017                  6,038            4,416    10,454 
 Impairment charge                     2,445            5,153     7,598 
 Reversal of provisions              (2,417)          (1,426)   (3,843) 
 Receivables written 
  off during the year 
  as uncollectible                   (1,161)          (2,354)   (3,515) 
 Exchange differences                   (58)             (33)      (91) 
------------------------  ------------------  ---------------  -------- 
 As at 31 December 2017                4,847          (5,756)    10,603 
------------------------  ------------------  ---------------  -------- 
 
 
 GBP000's                         Trade receivables   Accrued income     Total 
-------------------------------  ------------------  ---------------  -------- 
 As at 1 January 2016                        10,875            3,572    14,447 
 Impairment charge                            2,155            3,443     5,598 
 Reversal of provisions                     (6,449)          (1,360)   (7,809) 
 Receivables written 
  off during the year 
  as uncollectible                          (1,076)          (1,550)   (2,626) 
 Additions through acquisition                  255                -       255 
 Exchange differences                           278              311       589 
-------------------------------  ------------------  ---------------  -------- 
 As at 31 December 2016                       6,038            4,416    10,454 
-------------------------------  ------------------  ---------------  -------- 
 

The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable mentioned above.

   9.         Trade and other payables 
 
 GBP000's                             31 Dec 2017   31 Dec 2016 
-----------------------------------  ------------  ------------ 
 Trade payables                            34,838        33,825 
 Accruals                                  41,026        42,039 
 Deferred income                           22,199        24,389 
 Creditors for taxation and social 
  security                                 18,909        17,850 
 Other payables                             6,434         7,062 
-----------------------------------  ------------  ------------ 
 Total trade and other payables           123,406       125,165 
-----------------------------------  ------------  ------------ 
 

All amounts shown under trade and other payables fall due for payment within one year. The carrying values of trade and other payables are considered to be a reasonable approximation of fair value due to the short term nature of these liabilities.

   10.        Borrowings 
 
 GBP000's                                  31 Dec 2017   31 Dec 2016 
----------------------------------------  ------------  ------------ 
 Bank loans                                     41,457        43,312 
 US loan notes                                  55,185        57,571 
 Bank overdraft                                    212             - 
----------------------------------------  ------------  ------------ 
 Total bank loans, notes and overdrafts         96,854       100,883 
 Finance lease creditor                              -            36 
 Arrangement fees                                (634)         (997) 
----------------------------------------  ------------  ------------ 
 Total borrowings                               96,220        99,922 
----------------------------------------  ------------  ------------ 
 

The bank loans, notes and overdrafts are repayable as follows:

 
 
 GBP000's                      31 Dec 2017   31 Dec 2016 
----------------------------  ------------  ------------ 
 Amounts due for settlement            212             - 
  within 12 months 
 In the third to fifth 
  years inclusive                   96,642       100,883 
 Total                              96,854       100,883 
----------------------------  ------------  ------------ 
 

The principal features of the Group's borrowings are as follows:

i) an uncommitted GBP3,000,000 bank overdraft facility, repayable on demand.

ii) an uncommitted Australian Dollar denominated overdraft facility of AUD 1,500,000, repayable on demand.

iii) The Group has one principal bank facility: a multicurrency revolving credit facility of GBP150,000,000 with Lloyds Bank plc and HSBC Bank plc, expiring in 2020. Term loans drawn down under this facility carry interest fixed for the term of the loan equal to LIBOR (or the currency equivalent) plus a margin determined by reference to the leverage of the Group.

There were loans drawn totalling GBP41,457,000 at 31 December 2017 (2016: GBP43,312,000).

The facility is guaranteed by the Company and certain subsidiaries but no security over the Group's assets exists.

iv) In addition, in September 2014 the Group has issued seven-year non-amortising US private placement notes of $34,070,000 and GBP30,000,000 with fixed interest chargeable at 3.84% and 3.98% respectively that are repayable on 30 September 2021. They are guaranteed by the Company and certain subsidiaries but no security over the Group's assets exists.

The carrying amounts of short term borrowings approximate their fair values as the impact of discounting is not significant. The carrying value of our long-term borrowings approximate fair value.

   11.        Notes to the consolidated cash flow statement 
 
                                                       year ended       year 
                                                           31 Dec      ended 
                                                                      31 Dec 
 GBP000's                                                    2017       2016 
----------------------------------------------------  -----------  --------- 
 
 Operating profit                                           2,926     37,987 
 Adjustments for: 
   Depreciation                                             8,417      8,390 
   Impairment of goodwill                                  40,024          - 
   Amortisation of acquired intangibles                    12,804     17,470 
   Consideration fair value adjustments                         -        187 
   Share based payment expense                              2,700      2,184 
   Loss on sale of business                                 2,617          - 
   Loss on sale of property, plant and equipment               86        537 
 EBITDAS                                                   69,574     66,755 
 (Increase)/decrease in trade and other receivables       (7,584)      9,522 
 Increase in trade and other payables                       1,521      1,976 
----------------------------------------------------  -----------  --------- 
 Cash generated from operations                            63,511     78,253 
----------------------------------------------------  -----------  --------- 
 
 Interest paid                                            (4,960)    (5,077) 
 Interest received                                            113        158 
 Income taxes paid                                       (14,920)   (11,057) 
----------------------------------------------------  -----------  --------- 
 Net cash from operating activities                        43,744     62,277 
----------------------------------------------------  -----------  --------- 
 

The table below provides an analysis of net bank borrowings, comprising cash and cash equivalents, interest bearing bank loans and finance leases, during the year ended 31 December 2017:

 
 
 
                                                                                              At 31 
                                At 31 Dec     Cash      Foreign     Prepaid arrange-ment        Dec 
                   GBP000's          2016     flow     exchange                     fees       2017 
---------------------------  ------------  -------  -----------  -----------------------  --------- 
 Cash at bank                      16,503    (212)        (703)                        -     15,588 
 Overdrafts                             -    (212)            -                        -      (212) 
---------------------------  ------------  -------  -----------  -----------------------  --------- 
 Cash and cash equivalents         16,503    (424)        (703)                        -     15,376 
 Bank loans                      (99,886)    1,424        2,818                    (364)   (96,008) 
 Finance lease creditor              (36)       36            -                        -          - 
 Net bank borrowings             (83,419)    1,036        2,115                    (364)   (80,632) 
---------------------------  ------------  -------  -----------  -----------------------  --------- 
 

The cash balance at 31 December 2017 includes GBP2,917,000 (2016: GBP3,036,000) that is restricted in its use, either as security or client deposits.

   12.       Deferred consideration 
 
                                             As at      As at 
                                            31 Dec     31 Dec 
   GBP000s                                    2017       2016 
---------------------------------------  ---------  --------- 
 Amount due within one year                  1,608     13,376 
 Amount due between one and two years            -      1,625 
 Amount due between two and five years          26          9 
 Amount due after five years                   122          - 
---------------------------------------  ---------  --------- 
 Total deferred consideration                1,756     15,010 
---------------------------------------  ---------  --------- 
 
   13.       Dividends 

Amounts recognised as distributions during the year:

 
                                                           Year ended   Year ended 
                                                               31 Dec       31 Dec 
   GBP000s                                                       2017         2016 
--------------------------------------------------------  -----------  ----------- 
 Final dividend for the year ended 31 Dec 2016 of 5.08p 
  (2015: 5.08p) per share                                      11,308       11,267 
 Interim dividend for the year ended 31 Dec 2017 of 
  4.80p (2016: 4.66p) per share                                10,699       10,346 
                                                               22,007       21,613 
--------------------------------------------------------  -----------  ----------- 
 
 Proposed final dividend for the year ended 31 Dec 2017 
  of 5.08p (2016:5.08p) per share                              11,361       11,315 
--------------------------------------------------------  -----------  ----------- 
 

The proposed final dividend for the year ended 31 December 2017 is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in the financial statements.

   14.        Events after the balance sheet date 

There were no events arising after the balance sheet date requiring adjustment to the year end results or disclosure.

   15.        Auditor's report on Report and Accounts 2017 

The financial information set out above does not constitute the Company's full statutory accounts for the year ended 31 December 2017 for the purposes of section 435 of the Companies Act 2006, but it is derived from those accounts. The auditors have reported on those accounts; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006. Statutory accounts for 2016 have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not include an emphasis of matter statement. The auditor's report did not contain statements under the Companies Act 2006, s498 (2) or (3).

   16.        Publication of Report and Accounts 2017 

This announcement and a copy of the annual report and accounts for 2017 have been posted on the Company's website at www.rpsgroup.com. It is expected that the annual report and accounts together with notice of the Company's Annual General Meeting will be posted to shareholders on or before 16 March 2018. Further copies may be obtained after that date from the Company Secretary, RPS Group plc, 20 Western Avenue, Milton Park, Abingdon, Oxfordshire OX14 4SH. Copies of these documents, together with the form proxy for use at the Company's Annual General Meeting, have or will be submitted to the Financial Conduct Authority via the National Storage Mechanism.

   17.        Risk management 

The Group has a well-established and embedded system of internal control and risk management that is designed to safeguard shareholders' investment as well as the Group's personnel, assets and reputation. The principal risks and uncertainties for the Group are described in the Group's Report and Accounts. These risks include macro-economic events occurring beyond our control, such as the effects of the referendum decision for the UK to leave the EU; a material adverse occurrence preventing the business from operating, the failure to recruit and retain employees of appropriate calibre, reputational risk if our project delivery performance falls short of expectations, failure to comply with legislation or regulation, failure to integrate acquisitions and risks related to health, safety and the environment.

Responsibility statement of the Directors in respect of the Report and Accounts 2017

The Directors confirm that to the best of their knowledge:

- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

- the strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

- the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 01, 2018 02:00 ET (07:00 GMT)

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