REG - FDM Group plc - Half-year Report
26/07/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230726:nRSZ1771Ha&default-theme=true
RNS Number : 1771H FDM Group (Holdings) plc 26 July 2023
FDM Group (Holdings) plc
Interim Results
FDM Group (Holdings) plc ("the Company") and its subsidiaries (together "the
Group" or "FDM"), today announces its results for the six months ended 30 June
2023.
30 June 30 June % change
2023 2022
Revenue £179.9m £152.8m +18%
Adjusted operating profit(1) £25.5m £25.1m +2%
Profit before tax £29.8m £22.2m +34%
Adjusted profit before tax(1) £26.0m £25.0m +4%
Basic earnings per share 19.7p 15.6p +26%
Adjusted basic earnings per share(1) 16.8p 17.6p -5%
Cash flows generated from operations £24.3m £16.8m +45%
Cash conversion(2) 83% 75% +11%
Adjusted cash conversion(2) 95% 67% +42%
Cash position at period end £38.1m £40.0m -5%
Share-based payment (credit) / expense -£3.8m £2.8m n/a
Effective income tax rate 27.5% 23.2% +19%
Interim dividend per share 17.0p 17.0p -%
· Revenue increased by 18% to £179.9 million (2022: £152.8
million) and profit before tax increased by 34% to £29.8 million (2022:
£22.2 million).
· After a good start to the year, market conditions weakened
through the second quarter. Global macro-economic and geo-political
uncertainty continues to disrupt the buying patterns of some clients.
· Our flexible and scalable business model has allowed us to
adjust recruitment, training and unallocated resource to better align the
supply of Consultants with current demand.
· Consultants assigned to clients at week 26(3) were 2% lower
than the corresponding period at 4,602 (30 June 2022: 4,703), (31 December
2022: 4,905).
· UK Consultants assigned to clients at week 26(3) were 1,743
(2022: 2,045); North America Consultants assigned to clients at week 26(3)
were 1,563 (30 June 2022: 1,405); EMEA Consultants assigned to clients at week
26(3) were 359 (30 June 2022: 295); and APAC Consultants assigned to clients
at week 26(3) were 937 (30 June 2022: 958).
· Consultant utilisation rate(4) for the six months to 30 June
2023 was 93.4% (2022: 97.6%).
· Training completions in the first half were 911 (2022: 1,584),
reflecting changing market demand and the adjustments made as a result.
· We secured 26 new clients globally (2022: 30), 18 of which were
outside the financial services sector.
· Profit before tax and earnings per share have increased by more
than adjusted profit before tax and adjusted earnings per share, due to the
share-based payment credit in the period, which resulted from a change in the
adjusted earnings per share vesting performance assumptions with the
outstanding awards now anticipated to vest at a lower quantum.
· The effective income tax rate applied in 2023 was 27.5% (2022:
23.2%) primarily reflecting the impact of an increase in the UK corporation
tax rate from 19% to 25% effective 1 April 2023.
· We maintained a robust balance sheet, with £38.1 million cash
at 30 June 2023 (2022: £40.0 million) and no debt.
· Cash conversion was 83% during the first six months of 2023
(2022: 75%), adjusted cash conversion(2) was 95% (2022: 67%).
· On 25 July 2023, the Board declared an interim dividend of 17.0
pence per ordinary share (2022: 17.0 pence), which will be payable on 13
October 2023 to shareholders on the register on 22 September 2023.
(1) The adjusted operating profit and adjusted profit before tax are
calculated before Performance Share Plan credit (including social security
costs) of £3.8 million (2022: expense of £2.8 million). The adjusted basic
earnings per share is calculated before the impact of Performance Share Plan
expense (including social security costs and associated deferred tax).
(2) Cash conversion is calculated by dividing cash flows generated from
operations by operating profit. The adjusted cash conversion is calculated by
dividing cash flow generated from operations by adjusted operating profit.
(3) Week 26 in 2023 commenced on 26 June 2023 (2022: week 26 commenced on 27
June 2022).
(4) Utilisation rate is calculated as the ratio of the cost of utilised
Consultants to the total Consultant payroll cost. Prior to a first client
assignment, in-training employees are classed as 'Trainees'.
Rod Flavell, Chief Executive Officer, commented:
"We delivered a resilient performance in the first half against a backdrop of
uncertain market conditions, with some clients delaying and deferring
decisions around budget commitment and Consultant placements. Our scalable and
flexible business model has allowed us to take the appropriate measures to
adjust recruitment, training and our unallocated resource to align more
closely with the varying demand for our Consultants.
There remain structural and systemic skills-shortages in all the geographies
in which we operate. While mindful of near-term pressures, levels of client
engagement remain encouraging and we will ensure we are well placed to assist
our clients in overcoming these shortages when market conditions improve.
We are focussed on delivering against our objectives, both short and medium
term. We remain optimistic that there will be an improvement in client
confidence as the second half progresses, and the Board anticipates that the
Group's financial performance for the year as a whole will be broadly in line
with its expectations."
Enquiries
For further information:
FDM Rod Flavell - CEO 0203 056 8240
Mike McLaren - CFO 0203 056 8240
Nick Oborne 07850 127526
(financial public relations)
Forward-looking statements
This Interim Report contains statements which constitute "forward-looking
statements". Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable at the time they are made, it
can give no assurance that these expectations will prove to be correct.
Because these statements involve risks and uncertainties, actual results may
differ materially from those expressed or implied by these forward-looking
statements. Subject to any requirement under the Disclosure Guidance and
Transparency Rules or other applicable legislation, regulation or rules, the
Group does not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Neither shareholders nor prospective shareholders should
place undue reliance on forward-looking statements, which speak only as of the
date of this Interim Report.
We are FDM
FDM Group (Holdings) plc ("the Company" or "FDM") and its subsidiaries
(together "the Group" or "FDM") form a global professional services provider
with a focus on IT. Our mission is to bring people and technology together,
creating and inspiring exciting careers that shape our digital future.
The Group's principal business activities involve recruiting, training and
deploying its own permanent IT and business Consultants to clients, either on
site or remotely. FDM specialises in a range of technical and business
disciplines including Development, Testing, IT Service Management, Project
Management Office, Data Engineering, Cloud Computing, Risk, Regulation and
Compliance, Business Analysis, Business Intelligence, Cybersecurity, AI,
Machine Learning and Robotic Process Automation.
The FDM Careers Programme bridges the gap for graduates, ex-Forces, returners
to work and apprentices, providing the training and experience required to
make a success of launching or relaunching their careers. We have dedicated
training centres or sales operations, or combinations of the two located in
London, Leeds, Glasgow, Limerick, New York NY, Charlotte NC, Austin TX, Tampa
FL, Toronto, Montreal, Frankfurt, Kraków, Singapore, Hong Kong, Shanghai,
Sydney and Melbourne. We also operate in Luxembourg, the Netherlands,
Switzerland, Austria, Spain, South Africa, and New Zealand.
FDM is a strong advocate of diversity, equity and inclusion in the workplace
and the strength of our brand arises from the talent within.
Interim Management Review
Overview
Against a backdrop of challenging market conditions, revenue for the six-month
period ending 30 June 2023 was 18% higher (16% higher on a constant currency
basis) at £179.9 million (2022: £152.8 million) and we delivered adjusted
profit before tax for the first half of £26.0 million, up 4% on the
equivalent period in 2022.
As reported at the Annual General Meeting in May, ongoing global
macro-economic and geopolitical uncertainty, including the well-reported
issues in the banking and finance sector, resulted in softer trading across
our operating territories from the end of quarter one onward. While none of
the Group's clients was directly affected by the issues that affected a small
number of banking institutions, and we continue to anticipate that confidence
in this sector will improve as the second half progresses, the Group saw a
delay in some client decisions around Consultant placements. The number of
Consultants placed with clients at week 26 was 4,602, 2% lower against the
first half of 2022 and 6% lower since the 2022-year end.
Benefiting from FDM's scalable and flexible business model the Group took
appropriate measures during the period to adjust recruitment, training and our
unallocated resource to ensure better alignment of supply with the current
demand for our Consultants. We delivered 911 training completions in the first
half of the year (2022: 1,584), and are looking, both by territory and skill
set, to carry the appropriate level of resource while remaining able to meet
increased demand when market conditions improve.
We maintain our focus on cash management and cash collection, ending the
six-month period with £38.1 million of cash and no debt (30 June 2022: £40.0
million of cash and no debt).
Strategy
FDM's strategy remains to deliver customer-led, sustainable, profitable growth
on a consistent basis through our established business model.
(i) Attract, train and develop high-calibre
Consultants
The flexibility of our business model allowed us to better align recruitment
and training during the second quarter to changing client demand. We therefore
delivered a reduced 911 training completions in the first half of the year
(2022: 1,584).
In all our markets there remain structural skills shortages which we are well
placed to assist our clients in overcoming. The strength of our University
Partner relationships and our Ex-Forces and Returners Programmes will enable
us to increase recruitment and training when market conditions and client
demand improve. We continued to generate a strong number of applications
across all our operating locations with applicants seeking the benefits of
FDM's market-leading, flexible training. We have an excellent pipeline of
assessed candidates in all of our territories, looking to join our Academies
as and when we see an uptick in market demand.
(ii) Invest in leading-edge training capabilities
Our hybrid training model continues to offer high quality and flexible
training that is attractive to our candidates. While we adjusted our training
schedules during the period in response to client demand, our trainers were
utilised providing training and re-skilling to our undeployed Consultants.
We are focussed on optimising both the appeal of our training programmes to
candidates and of our Consultants to clients. Through our partnership with
TechSkills, we have now achieved Tech Industry Gold standard accreditation for
ten programmes with, in the first half, the Ex-Forces Advanced Course and the
Returners (Business) Programme each accredited as Tech Industry Gold for
delivery. Accreditation provides to candidates and clients external validation
of FDM's programme content, delivery, approach and assessment.
(iii) Grow and diversify our client base
We secured 26 new clients in the period (2022: 30), of which 14 were in the
UK, 5 in North America, 4 in EMEA and 3 in APAC. Of these new clients, 18 were
secured from outside the financial services sector. We continue to deliver the
highest level of service to our clients and work closely with them to meet
their requirements.
(iv) Expand and consolidate our geographic presence
The expansion and consolidation of our geographic presence remains a key
growth driver for the Group and, while the global macro-economic conditions
have impacted trading across all our regions, Consultant headcount grew in
North America and EMEA compared to 2022. We have a strong and experienced
management team focussed on delivering sustainable growth across all our
regions.
An overview of the financial performance and development in each of our
markets is set out below.
Our Markets
UK
Revenue for the six-month period to 30 June 2023 increased by 1% to £69.7
million (2022: £68.8 million). Consultants deployed at week 26 were 1,743, a
decrease of 15% from 2,045 at week 26 2022. Adjusted operating profit
decreased by 21% to £12.2 million (2022: £15.5 million).
Revenue increased in the period while headcount decreased reflecting the
phasing of the timing of the onboarding of our Consultants. The decrease in
adjusted operating profit is a result of our maintaining a higher than typical
number of undeployed Consultants and we incurred a full six-month impact of
the increased Consultant salary packages which were introduced during the
first half last year.
Uncertainty in the market impacted demand for new Consultants and we adjusted
our training schedules accordingly, training 259 Consultants (2022: 526). New
client activity continued and we gained 14 new clients in the period (2022:
21).
North America
Revenue for the six-month period to 30 June 2023 increased by 41% to £70.6
million (2022: £50.2 million), benefitting from the strong headcount growth
during 2022. Consultants deployed at week 26 were 1,563, an increase of 11%
from 1,405 at week 26 2022, which is lower than the percentage increase in
revenue due to the phasing of headcount. Adjusted operating profit increased
by 59% to £10.5 million (2022: £6.6 million) which is more than the
percentage increase in revenue due to lower paid training costs arising in
2023 compared to 2022.
As in the UK, uncertainty in the market impacted demand for new Consultants
and we have adjusted our training schedules accordingly, training 299
Consultants compared to 646 in the first half of 2022. During the period we
gained 5 new clients (2022: 3).
EMEA (Europe, Middle East and Africa, excluding UK)
Revenue for the six-month period to f30 June 2023 increased by 31% to £12.2
million (2022: £9.3 million). Consultants deployed at week 26 were 359, an
increase of 22% from 295 at week 26 2022. Adjusted operating profit increased
by 8% to £1.3 million (2022: £1.2 million).
Headcount growth was driven by a strong performance in Ireland which grew
headcount from 14 in June 2022 to 79 in June 2023. To support the increase in
headcount in EMEA we trained 143 Consultants (2022: 73). We gained 4 new
clients in the period (2022: 2).
APAC (Asia Pacific)
Revenue for the six-month period to 30 June 2023 increased by 12% to £27.4
million (2022: £24.5 million). Consultants deployed at week 26 were 937, a
decrease of 2% from 958 at week 26 2022. Adjusted operating profit decreased
by 17% to £1.5 million (2022: £1.8 million) as a result of our maintaining a
higher than typical number of undeployed Consultants.
Revenue increased in the period but headcount decreased, reflecting the
phasing of headcount. During the period we trained 210 Consultants (2022: 339)
and gained 3 new clients (2022: 4).
Financial Review
Summary income statement
Six months to Six months to % change
30 June 2023 30 June 2022
Revenue £179.9m £152.8m +18%
Operating profit £29.3m £22.3m +31%
Adjusted operating profit (1) £25.5m £25.1m +2%
Profit before tax £29.8m £22.2m +34%
Adjusted profit before tax (1) £26.0m £25.0m +4%
Basic EPS 19.7p 15.6p +26%
Adjusted basic EPS(1) 16.8p 17.6p -5%
Overview
Despite trading conditions being softer in the first half, notably in the
second quarter, revenue was 18% higher at £179.9 million (2022: £152.8
million) (16% higher on a constant currency basis(2)), and adjusted operating
profit(1) increased by 2% to £25.5 million (2022: £25.1 million). Adjusted
basic EPS(1) reduced by 5% to 16.8 pence (2022: 17.6 pence), due, in part, to
the higher rate of income tax.
Consultants assigned to clients at week 26 2023 totalled 4,602, a decrease of
2% from 4,703 at week 26 2022 and a decrease of 6% from 4,905 at week 52 2022.
Revenue increased in the period but headcount decreased reflecting the phasing
of headcount. At week 26 our Ex-Forces Programme accounted for 201 Consultants
deployed worldwide (week 26 2022: 210; week 52 2022: 211). Our Returners
Programme had 239 deployed at week 26 2023 (week 26 2022: 198; week 52 2022:
220). The Consultant utilisation rate decreased to 93.4% (2022: 97.6%).
An analysis of revenue and Consultant headcount by region is set out in the
table below:
Six months to 30 June Six months to 30 June Year to 2023 2022 2022
2023 2022 31 December 2022 Consultants Consultants Consultants
Revenue Revenue Revenue assigned to assigned to assigned to
£m £m £m clients clients clients
at week 26(2) at week 26(2) at week 52(2)
UK 69.7 68.8 139.6 1,743 2,045 1,958
North America 70.6 50.2 116.9 1,563 1,405 1,618
EMEA 12.2 9.3 19.7 359 295 318
APAC 27.4 24.5 53.8 937 958 1,011
179.9 152.8 330.0 4,602 4,703 4,905
Adjusted Group operating margin(1) has decreased to 14.2% (2022: 16.5%), with
overheads increasing to £54.3 million (2022: £51.3 million). While the Group
actively managed training and recruitment costs during the period, we held
higher than typical numbers of undeployed Consultants and saw the full
six-month impact of increased Consultant salary packages introduced during the
first half last year.
(1 ) The adjusted operating profit, adjusted Group operating margin and
adjusted profit before tax are calculated before Performance Share Plan
expenses (including social security costs). The adjusted basic earnings per
share is calculated before the impact of Performance Share Plan expenses
(including social security costs and associated deferred tax).
(2) The constant-currency basis is calculated by translating current period
and prior period reported amounts into comparable amounts using the 2023
average exchange rate for each currency. The presentation of the
constant-currency basis provides a better understanding of the Group's trading
performance by removing the impact on revenue of movements in foreign
exchange.
(3) Week 26 in 2023 commenced on 26 June 2023 (2022: week 26 commenced on 27
June 2022 and week 52 commenced on 19 December 2022).
Adjusting items
The Group presents adjusted results, in addition to the statutory results, as
the Directors consider that they provide a useful indication of underlying
trading performance and cash generation. The adjusted results are stated
before share-based payment credit / expense including associated taxes and
social security costs. A credit of £3.8 million was recognised in the six
months to 30 June 2023 relating to the share-based payment including social
security costs (2022: expense of £2.8 million). This credit has arisen as a
result of a change in the adjusted earnings per share performance vesting
assumptions with the outstanding awards now anticipated to vest at a lower
quantum.
Details of the share-based payment are set out in note 13 to the Condensed
Consolidated Interim Financial Statements.
Net finance income/ (costs)
Interest on cash balances of £0.7 million (2022: £0.1 million) was
recognised as finance income in the period. Finance costs include lease
liability interest of £0.2 million (2022: £0.2 million). The Group continues
to have no debt.
Taxation
The Group's total tax charge for the half year was £8.2 million, equivalent
to an effective tax rate of 27.5%, on profit before tax of £29.8 million
(2022: effective rate of 23.2% based on a tax charge of £5.2 million and a
profit before tax of £22.2 million). The effective rate is higher than the
underlying UK tax rate of 25% (19% until 1 April 2023) primarily due to Group
profits earned in higher tax jurisdictions and the impact of items considered
to be non-deductible for tax purposes.
Earnings per share
Basic earnings per share increased in the period to 19.7 pence (2022: 15.6
pence), while adjusted basic earnings per share was 16.8 pence (2022: 17.6
pence). Diluted earnings per share was 19.7 pence (2022: 15.3 pence).
Dividend
The Group continues with its dividend policy of retaining sufficient capital
to fund ongoing operating requirements and maintaining an appropriate level of
free cash, dividend cover and sufficient funds to invest in the Group's
longer-term growth. On 25 July 2023, the Directors declared an interim
dividend of 17.0 pence per ordinary share (2022: 17.0 pence) which will be
payable on 13 October 2023 to shareholders on the register on 22 September
2023.
Cash flow and Statement of Financial Position
The Group's cash balance decreased to £38.1 million as at 30 June 2023 (2022:
£40.0 million).
Dividends paid in the half year totalled £20.8 million (2022: £19.6
million). Net capital expenditure was £0.6 million (2022: £0.5 million) and
tax paid was £7.1 million (2022: £7.7 million).
Cash conversion for the period was 83% (2022: 75%) and adjusted cash
conversion was 95% (2022: 67%). Cash conversion was lower in the prior period
reflecting increased levels of activity and revenue during the second quarter
of 2022 which was included in the receivables balance as at 30 June 2022.
Days sales outstanding at the period end were in line with Group targets, as
they were in the prior period.
Related party transactions
Details of related party transactions are included in note 15 of the Condensed
Interim Financial Statements.
Principal risks facing the business
The Group faces a number of risks and uncertainties which could have a
material impact upon its long-term performance. The principal risks and
uncertainties faced by the Group are set out in the Annual Report and Accounts
for the year ended 31 December 2022 on pages 24 to 30.
Economic uncertainty
A combination of factors continues to contribute to an uncertain
macro-economic environment, including geopolitical stress, high inflation,
elevated interest rates, and particularly the recent well-publicised
turbulence in the global banking and finance sector. There remains a risk of
recession in some territories over the next twelve months. This uncertainty
remains the Group's principal risk.
Although none of the Group's clients has been directly affected by the
difficulties which have impacted some banking institutions in the US and
elsewhere, the Board recognises that these uncertain conditions may affect the
spending decisions of some clients, causing them to delay the commencement of
projects. This, in turn, can slow down the rate at which the Group's
Consultants are onboarded, making it more challenging for FDM to balance the
supply and demand of resource (which is one of the Group's other principal
risks).
While certain scenarios are outside the Group's control, we believe that FDM's
business model is flexible, and the agile resource represented by our
Consultants can be attractive to clients during times of economic, political
and social uncertainty. The Board will continue to review the measures which
it has in place to identify and react to changes in macro-economic conditions,
and takes appropriate measures to adjust recruitment and training to ensure
continued alignment of supply with the current demand for Consultants. These
mitigations, together with FDM's strong cash and financial position, give the
Board confidence that FDM can continue to respond appropriately to ameliorate
the effect of any adverse economic conditions which may arise.
Cyber security
The UK government and the UK's National Cyber Security Centre continue to warn
that the cyber security threat to the UK's infrastructure and UK companies
remains heightened as a result of overseas government-sponsored cyber
activity. This risk remains an area of high focus for the Board, and we
continue to strengthen our cyber security and information safeguarding
capabilities.
Climate change and other Environmental, Social and Governance ("ESG") risks
The Board considers that the risk of the direct physical effects of climate
change impairing the Group's ability to continue its business activities is
relatively low. The Group's operating model is agile and adaptable, and the
measures put in place over the past years in response to the COVID-19 pandemic
and the challenges of remote working and training give the Board confidence
that the Group is able to recruit, train and deploy Consultants efficiently
from any of our locations. Following a recent detailed assessment of risks
arising from climate change, the Board considers that, as a service business,
FDM's overall net risk (after considering the mitigations and controls in
place) from the direct impact of climate change is low.
We are committed to reducing our carbon footprint in all areas and building
carbon efficiencies into our ways of working. We have set targets (validated
in 2022 by SBTi) to:
· reduce our absolute Scope 1 and 2 greenhouse emissions by 50% by
2030 from a 2020 base year; and
· reduce Scope 3 greenhouse emissions by 62% per full time employee
within the same timeframe.
We are aware that our clients in some sectors could be adversely affected by
future climate change and there is a risk that this affects our own business
indirectly as clients' spending decisions are constrained by such challenges.
We look to mitigate this risk by diversifying the sectors and geographies in
which we operate. We believe that there is opportunity for the Group as we
train and deploy Consultants with the skills to help our clients find and
apply the optimal technical and business solutions to the challenges which
climate change brings. For example, some of our clients in the energy sector
are deploying Consultants on projects to help them move towards sourcing
energy from renewable sources. We aim to be transparent in our climate
reporting and other non-financial disclosures, which will position FDM well to
attract clients who are increasingly selective in their sustainability
requirements.
The ESG credentials of global businesses like FDM are increasingly under
scrutiny from investors, customers and employees, and businesses that do not
stand up to that scrutiny are at risk of losing their share of the market. FDM
is a leader in the field of corporate social responsibility and good
governance; our competitive edge lies in the fact that diversity, inclusion
and social mobility are the DNA of our business model. Further information
about our work in this area is on pages 33 to 55 of our Annual Report and
Accounts for the year ended 31 December 2022.
The Board
There have been no changes to the composition of the Board or its Committees
during the period.
As announced on 28 June 2023, Rowena Murray will be joining the Board as a
Non-Executive Director of the Company with effect from 1 August 2023. On
appointment, Rowena will become a member of the Audit Committee and the
Remuneration Committee.
Rowena began her career in Sydney as a corporate lawyer at a leading
Australian law firm. She moved to the UK in 2004 and joined Investec Bank plc
("Investec"). As a director in Investec's Investment Banking division, Rowena
provided strategic advice to public and private companies and led corporate
transactions across a variety of sectors, including business services and
technology, before moving to Tenzing Private Equity, an investor in
high-growth UK and European SMEs, in 2017. Rowena is highly regarded as a
result of her experience in investment banking and corporate broking and the
Board looks forward to benefitting from the insight and experience which
Rowena will bring.
Summary and outlook
We delivered a resilient performance in the first half against a backdrop of
uncertain market conditions with some clients delaying and deferring decisions
around budget commitment and Consultant placements. Our scalable and flexible
business model has allowed us to take the appropriate measures to adjust
recruitment, training and our unallocated resource to align more closely with
the varying demand for our Consultants.
There remain structural and systemic skills-shortages in all the geographies
in which we operate. While mindful of near-term pressures, levels of client
engagement remain encouraging and we will ensure we are well placed to assist
our clients in overcoming these shortages when market conditions improve.
We are focussed on delivering against our objectives, both short- and
medium-term. We remain optimistic that there will be an improvement in client
confidence as the second half progresses, and the Board anticipates that the
Group's financial performance for the year as a whole will be broadly in line
with its expectations.
By order of the Board
Rod Flavell Mike McLaren
Chief Executive Officer Chief Financial Officer
25 July 2023
25 July 2023
25 July 2023
Condensed Consolidated Income Statement
for the six months ended 30 June 2023
Six months to 30 June 2023 Six months Year ended
to 30 June 2022 31 December 2022
(Unaudited) (Unaudited) (Audited)
Note £000 £000 £000
Revenue 179,888 152,805 329,972
Cost of sales (96,278) (79,148) (174,353)
Gross profit 83,610 73,657 155,619
Administrative expenses (54,307) (51,320) (109,772)
Operating profit 29,303 22,337 45,847
Finance income 709 148 418
Finance costs (243) (287) (604)
Net finance income/ (costs) 466 (139) (186)
Profit before income tax 29,769 22,198 45,661
Taxation 7 (8,187) (5,150) (10,753)
Profit for the period 21,582 17,048 34,908
Earnings per ordinary share
pence pence pence
Basic 9 19.7 15.6 32.0
Diluted 9 19.7 15.3 31.8
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2023
Six months to 30 June 2023 Six months to 30 June 2022 Year ended
31 December 2022
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Profit for the period 21,582 17,048 34,908
Other comprehensive (expense)/ income
Items that may be subsequently reclassified to profit or loss
Exchange differences on retranslation of foreign operations (1,203) 1,478 2,148
(net of tax)
Total other comprehensive (expense)/ income (1,203) 1,478 2,148
Total comprehensive income for the period 20,379 18,526 37,056
Condensed Consolidated Statement of Financial Position
as at 30 June 2023
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
Note £000 £000 £000
Non-current assets
Right-of-use assets 7,897 10,107 10,073
Property, plant and equipment 3,399 3,944 3,666
Intangible assets 19,552 19,629 19,729
Deferred income tax assets 951 2,437 2,316
31,799 36,117 35,784
Current assets
Trade and other receivables 10 53,339 50,306 48,923
Cash and cash equivalents 11 38,074 39,978 45,523
91,413 90,284 94,446
Total assets 123,212 126,401 130,230
Current liabilities
Trade and other payables 12 31,535 32,048 32,962
Lease liabilities 3,504 5,114 4,643
Current income tax liabilities 2,467 1,422 1,172
37,506 38,584 38,777
Non-current liabilities
Lease liabilities 6,412 8,306 8,250
Total liabilities 43,918 46,890 47,027
Net assets 79,294 79,511 83,203
Equity attributable to owners of the parent
Share capital 1,095 1,092 1,092
Share premium 9,705 9,705 9,705
Capital redemption reserve 52 52 52
Own shares reserve (1,366) (1,859) (1,494)
Translation reserve 1,188 1,721 2,391
Other reserves 5,564 9,170 12,576
Retained earnings 63,056 59,630 58,881
Total equity 79,294 79,511 83,203
Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 2023
Six months Six months Year ended 31 December 2022
to 30 June 2023 to 30 June 2022
(Unaudited) (Unaudited) (Audited)
Note £000 £000 £000
Cash flows from operating activities
Profit before income tax for the period 29,769 22,198 45,661
Adjustments for:
Depreciation and amortisation 2,952 3,372 6,423
Loss on disposal of non-current assets 19 6 130
Finance income (709) (148) (418)
Finance costs 243 287 604
Share-based payment (credit)/ expense (including associated social security (3,701) 2,805 6,727
costs)
Increase in trade and other receivables (4,792) (12,837) (11,334)
Increase in trade and other payables 567 1,142 1,872
Cash flows generated from operations 24,348 16,825 49,665
Interest received 709 148 418
Income tax paid (7,127) (7,723) (13,665)
Net cash flow from operating activities 17,930 9,250 36,418
Cash flows from investing activities
Acquisition of property, plant and equipment (581) (542) (1,204)
Net cash used in investing activities (581) (542) (1,204)
Cash flows from financing activities
Proceeds from issue of ordinary shares 3 - -
Proceeds from sale of own shares 16 20 24
Proceeds from sale of shares from EBT 254 264 484
Payment for shares bought back (500) - -
Principal elements of lease payments (2,844) (2,739) (5,470)
Interest elements of lease payments (222) (232) (472)
Finance costs paid (20) (55) (132)
Dividends paid 8 (20,794) (19,620) (38,153)
Net cash used in financing activities (24,107) (22,362) (43,719)
Exchange (losses)/ gains on cash and cash equivalents (691) 512 908
Net decrease in cash and cash equivalents (7,449) (13,142) (7,597)
Cash and cash equivalents at beginning of period 45,523 53,120 53,120
Cash and cash equivalents at end of period 11 38,074 39,978 45,523
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2023
Share Share Translation Retained Total
capital premium Capital redemption reserve Own shares reserve reserve earnings equity
Other reserves
£000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2023 1,092 9,705 52 (1,494) 2,391 12,576 58,881 83,203
(Audited)
Profit for the period - - - - - - 21,582 21,582
Other comprehensive expense - - - - (1,203) - - (1,203)
for the period
Total comprehensive income for the period - - - - (1,203) - 21,582 20,379
Share-based payments (note 13) - - - - - (3,091) - (3,091)
Share-based payments awards - - - - - (3,921) 3,921 -
Own shares sold (note 14) - - - 128 - - (360) (232)
Recharge of net settled share options - - - - - - (174) (174)
Dividends (note 8) - - - - - - (20,794) (20,794)
New shares issued 3 - - - - - - 3
Total transactions with owners, recognised directly in equity 3 - - 128 - (7,012) (17,407) (24,288)
Balance at 30 June 2023 (Unaudited) 1,095 9,705 52 (1,366) 1,188 5,564 63,056 79,294
Condensed Consolidated Statement of Changes in Equity (continued)
for the six months ended 30 June 2022
Share Share Translation Retained Total
capital premium Capital redemption reserve Own shares reserve reserve earnings equity
Other reserves
£000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2022 1,092 9,705 52 (2,355) 243 7,186 62,207 78,130
(Audited)
Profit for the period - - - - - - 17,048 17,048
Other comprehensive income for the period - - - - 1,478 - - 1,478
Total comprehensive income for the period - - - - 1,478 - 17,048 18,526
Share-based payments (note 13) - - - - - 2,354 - 2,354
Share-based payments awards - - - - - (370) 370 -
Own shares sold (note 14) - - - 496 - - (213) 283
Recharge of net settled share options - - - - - - (162) (162)
Dividends (note 8) - - - - - - (19,620) (19,620)
Total transactions with owners, recognised directly in equity - - - 496 - 1,984 (19,625) (17,145)
Balance at 30 June 2022 1,092 9,705 52 (1,859) 1,721 9,170 59,630 79,511
(Unaudited)
Condensed Consolidated Statement of Changes in Equity (continued)
for the year ended 31 December 2022
Share Share Capital redemption reserve Own Translation Retained Total
capital premium shares reserve reserve Other reserves earnings equity
£000 £000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2022 1,092 9,705 52 (2,355) 243 7,186 62,207 78,130
(Audited)
Profit for the year - - - - - - 34,908 34,908
Other comprehensive income for the year - - - - 2,148 - - 2,148
Total comprehensive income for the year - - - - 2,148 - 34,908 37,056
Share-based payments (note 13) - - - - - 5,844 - 5,844
Share-based payments awards - - - - - (454) 454 -
Own shares sold (note 14) - - - 861 - - (353) 508
Recharge of net settled share options - - - - - - (182) (182)
Dividends (note 8) - - - - - - (38,153) (38,153)
Total transactions with owners, recognised directly in equity - - - 861 - 5,390 (38,234) (31,983)
Balance at 31 December 2022 1,092 9,705 52 (1,494) 2,391 12,576 58,881 83,203
(Audited)
Notes to the Condensed Consolidated Interim Financial Statements
1 General information
The Group is an international professional services provider focussing
principally on IT, specialising in the recruitment, training and deployment of
its own permanent IT and business Consultants.
The Company is a public limited company incorporated and domiciled in the UK
and registered as a public limited company in England and Wales with a Premium
Listing on the London Stock Exchange. The Company's registered office is 3rd
Floor, Cottons Centre, Cottons Lane, London SE1 2QG and its registered number
is 07078823.
These Condensed Interim Financial Statements were approved for issue by the
Board of Directors of the Group on 25 July 2023. They have not been audited,
but have been subject to an independent review by PricewaterhouseCoopers LLP,
whose independent report is included on pages 30 and 31.
These Condensed Interim Financial Statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006. The
Annual Report and Accounts for the year ended 31 December 2022 was approved by
the Board of Directors of the Group on 14 March 2023 and delivered to the
Registrar of Companies. The report of the auditors on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain any statement under section 498 of the Companies Act 2006.
2 Basis of preparation
This Condensed Consolidated Interim Financial Report for the half-year
reporting period ended 30 June 2023 has been prepared in accordance with the
UK-adopted International Accounting Standard 34, "Interim Financial Reporting"
and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period, except for the
estimation of income tax, which is determined in the Interim Financial
Statements using the estimated average annual effective income tax rate
applied to the pre-tax income of the interim period.
The following amendments to accounting standards, that became applicable for
annual reporting periods commencing on or after 1 January 2023, have been
considered and did not have a material impact on the Group:
(a) IFRS 17, 'Insurance contracts'
(b) Deferred Tax related to Assets and Liabilities arising from a Single
transaction - Amendments to IAS 12
(c) Definition of Accounting Estimates - (Amendments to IAS 8)
(d) Disclosure of Accounting policies (Amendments to IAS 1 and IFRS Practice
Statement 2)
On 23 May 2023, the IASB issued narrow-scope amendments to IAS 12. The
amendments provide a temporary exception from the requirement to recognise and
disclose deferred taxes arising from enacted or substantively enacted tax law
that implements the Pillar two model rules published by the OECD, including
tax law that implements qualified domestic minimum top-up taxes described in
those rules. The amendments to IAS 12 are required to be applied immediately
(subject to any local endorsement processes) and retrospectively in accordance
with IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors',
including the requirement to disclose the fact that the exception has been
applied if the entity's income taxes will be affected by enacted or
substantively enacted tax law that implements the OECD's Pillar two model
rules. This amendment was endorsed by the UK Endorsement Board on 19 July
2023.
Going concern basis
The Group's continued and forecast global growth, positive operating cash flow
and liquidity position, together with its distinctive business model and
training facilities, have enabled it to manage its business risks. The Group's
forecasts and projections show that it will continue to operate with adequate
cash resources and within the current working capital facilities.
Having reassessed the principal risks, the Directors consider it appropriate
to adopt the going concern basis of accounting in preparing the interim
financial information.
3 Significant accounting policies
These Condensed Interim Financial Statements have been prepared in accordance
with the accounting policies, methods of computation and presentation adopted
in the financial statements for the year ended 31 December 2022.
4 Significant accounting estimate
The preparation of the Group's Condensed Interim Financial Statements requires
management to make estimates and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and the disclosure of
contingent liabilities, at the end of the reporting period. Uncertainty about
these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of the asset and liability affected
in future periods.
The estimates and assumptions applied in the Condensed Interim Financial
Statements, including the key sources of estimation uncertainty, were the same
as those applied in the Group's Annual Report for the year ended 31 December
2022, with the exception of changes in estimates that are required in
determining the provision for income taxes, which is determined in the interim
financial statements using the estimated average annual effective income tax
rate applied to the pre-tax income of the interim period.
No individual judgements have been made that have a significant impact on the
financial statements.
The following is considered to be the Group's significant estimate:
Share-based payment credit or expense
A share-based payment charge is recognised in respect of share awards based on
the Directors' best estimate of the number of shares that will vest based on
the performance conditions of the awards, which comprise adjusted earnings per
share growth and the number of employees that will leave before vesting. The
charge is calculated based on the fair value on the grant date using the
Black-Scholes model and is expensed over the vesting period.
5 Seasonality
The Group is not significantly impacted by seasonality trends. A lower number
of working days in the first half of the year is approximately offset by
increased annual leave in the second half of the year, our lowest number of
billable days occurs in December each year.
6 Segmental reporting
Management has determined the operating segments based on the operating
reports reviewed by the Board of Directors that are used to assess both
performance and strategic decisions. Management has identified that the
Executive Directors are the chief operating decision maker in accordance with
the requirements of IFRS 8 'Operating segments'.
At 30 June 2023, the Board of Directors consider that the Group is organised
into four core geographical operating segments:
(1) UK;
(2) North America;
(3) Europe, Middle East and Africa, excluding UK ("EMEA"); and
(4) Asia Pacific ("APAC").
Each geographical segment is engaged in providing services within a particular
economic environment and is subject to risks and returns that are different
from those of segments operating in other economic environments.
All segment revenue, profit before income tax, assets and liabilities are
attributable to the Group's sole revenue-generating stream, being a global
professional services provider with a focus on IT.
6 Segmental reporting (continued)
Segmental reporting for the six months ended 30 June 2023 (Unaudited)
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
Revenue 69,714 70,583 12,241 27,350 179,888
Depreciation and amortisation 1,186 745 182 839 2,952
Segment operating profit 14,600 11,354 1,491 1,858 29,303
Finance income(1) 696 127 3 4 830
Finance costs(1) (41) (35) (22) (266) (364)
Profit before income tax 15,255 11,446 1,472 1,596 29,769
Total assets 66,299 25,562 11,775 19,576 123,212
Total liabilities (9,442) (9,188) (4,448) (20,840) (43,918)
(1) Finance income and finance costs include intercompany interest of
£121,000 (June 2022: £127,000; December 2022: £256,000) which is eliminated
upon consolidation.
Included in total assets above are non-current assets (excluding deferred tax)
as follows:
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
30 June 2023 22,611 961 970 6,306 30,848
Segmental reporting for the six months ended 30 June 2022 (Unaudited)
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
Revenue 68,787 50,246 9,297 24,475 152,805
Depreciation and amortisation 1,413 927 137 895 3,372
Segment operating profit 13,413 6,108 1,155 1,661 22,337
Finance income(1) 197 75 1 2 275
Finance costs(1) (89) (20) (54) (251) (414)
Profit before income tax 13,521 6,163 1,102 1,412 22,198
Total assets 72,488 23,103 11,994 18,816 126,401
Total liabilities (10,346) (9,584) (5,161) (21,799) (46,890)
6 Segmental reporting (continued)
Included in total assets above are non-current assets (excluding deferred tax)
as follows:
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
30 June 2022 23,925 1,806 1,118 6,831 33,680
Segmental reporting for the year ended 31 December 2022 (Audited)
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
Revenue 139,560 116,937 19,665 53,810 329,972
Depreciation and amortisation 2,599 1,698 291 1,835 6,423
Segment operating profit 25,856 14,111 2,039 3,841 45,847
Finance income(1) 515 152 2 5 674
Finance costs(1) (196) (59) (86) (519) (860)
Profit before income tax 26,175 14,204 1,955 3,327 45,661
Total assets 69,706 26,915 11,983 21,626 130,230
Total liabilities (8,602) (9,775) (4,906) (23,744) (47,027)
Included in total assets above are non-current assets (excluding deferred tax)
as follows:
North
UK America EMEA APAC Total
£000 £000 £000 £000 £000
31 December 2022 23,124 1,654 1,112 7,578 33,468
7 Taxation
Income tax expense is recognised based on management's estimate of the
weighted average annual income tax rate expected for the full financial year.
The estimated average annual tax rate used for the six months ended 30 June
2023 is 27.5% (the estimated tax rate for the six months ended 30 June 2022
was 23.2%).
The Group is within the scope of the OECD Pillar two model rules. Pillar two
legislation was recently substantively enacted in some of the territories in
which the Group operates and will come into effect in these territories from 1
January 2024. At the interim reporting date, none of the Pillar two
legislation is effective and so the Group has no related current tax exposure.
IAS 12 recent amendments (UK endorsed on 19 July 2023) clarify that Pillar two
related balances are not within the scope of IAS12 for deferred tax purposes
and provide an exception on this basis. The Group has commenced its Pillar two
impact analysis but is, as yet, not in a position to provide quantified
analysis of the potential future impact.
8 Dividends
2023
An interim dividend of 17.0 pence per ordinary share was declared by the
Directors on 25 July 2023 and will be paid on 13 October 2023 to holders of
record on 22 September 2023, the total amount payable will be £18,608,000.
A final dividend of 19.0 pence per share in respect of the year to 31 December
2022 was approved by shareholders at the AGM on 16 May 2023 and paid on 30
June 2023 to shareholders of record on 9 June 2023, the total amount paid was
£20,794,000.
2022
An interim dividend of 17.0 pence per ordinary share was declared by the
Directors on 27 July 2022 and was paid on 30 September 2022 to holders of
record on 26 August 2022, the amount paid was £18,533,000.
In respect of the year to 31 December 2021, a final dividend of 18.0 pence per
share was paid on 10 June 2022, to shareholders of record on 20 May 2022, the
total amount paid was £19,620,000.
9 Earnings per ordinary share
Basic earnings per share is calculated by dividing the profit attributable to
ordinary equity holders of the parent company by the weighted average number
of ordinary shares in issue during the period.
Six months Six months Year ended 31 December 2022
to 30 June to 30 June 2022
2023
(Unaudited) (Unaudited) (Audited)
Profit for the period £000 21,582 17,048 34,908
Average number of ordinary shares in issue (thousands) Number 109,317 109,192 109,192
Basic earnings per share Pence 19.7 15.6 32.0
Adjusted basic earnings per share is calculated by dividing the profit
attributable to ordinary equity holders of the parent company, excluding
Performance Share Plan expense (including social security costs and associated
deferred tax), by the weighted average number of ordinary shares in issue
during the period.
Six months to Six months to 30 June Year ended 31 December 2022
30 June 2022
2023
(Unaudited) (Unaudited) (Audited)
Profit for the period (basic earnings) £000 21,582 17,048 34,908
Share-based payment (credit)/ expense (including social security costs) (see £000 (3,796) 2,810 6,356
note 13)
Tax effect of share-based payment credit/ (expense) £000 616 (599) (522)
Adjusted profit for the period £000 18,402 19,259 40,742
Average number of ordinary shares in issue (thousands) Number 109,317 109,192 109,192
Adjusted basic earnings per share Pence 16.8 17.6 37.3
9 Earnings per ordinary share (continued)
Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The Company has one type of dilutive potential
ordinary shares in the form of employee share plan awards; the number of
shares in issue has been adjusted to include the number of shares that would
have been issued assuming the exercise of the share options.
Six months Six months to 30 June 2022 Year ended 31 December 2022
to 30 June
2023
(Unaudited) (Unaudited) (Audited)
Profit for the period (basic earnings) £000 21,582 17,048 34,908
Average number of ordinary shares in issue (thousands) Number 109,317 109,192 109,192
Adjustment for employee share plan awards (thousands) Number 371 2,083 594
Diluted number of ordinary shares in issue (thousands) Number 109,688 111,275 109,786
Diluted earnings per share Pence 19.7 15.3 31.8
10 Trade and other receivables
Due to their short-term nature, the Directors consider that the carrying
amount of trade receivables approximates to their fair value. The standard
credit terms are 30 days.
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Trade receivables 37,975 37,206 34,892
Prepayments and accrued income 9,393 8,452 9,389
Tax receivables 5,048 3,283 3,450
Other receivables 923 1,365 1,192
53,339 50,306 48,923
Included within prepayments and accrued income is £3,742,000 of accrued
income (June 2022: £4,756,000; December 2022: £3,862,000).
11 Cash and cash equivalents
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Cash at bank and in hand 38,074 39,978 45,523
12 Trade and other payables
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Trade payables 2,088 1,369 2,184
Other payables 1,908 1,198 1,856
Other taxes and social security 9,679 8,699 9,309
Accruals 17,860 20,782 19,613
31,535 32,048 32,962
Included within accruals are volume rebates of £2,890,000 (June 2022:
£2,660,000; December 2022: £3,183,000) and payroll accruals of £4,409,000
(June 2022: £4,836,000; December 2022: £4,734,000). No significant
judgements were made in the estimation of the volume rebate accrual. Any
volume rebates, where the rebate period is non-coterminous with the financial
period, are accrued based on forecast revenue for the remainder of the rebate
period. No individual client rebates were material in value in 2023 or 2022.
13 Share-based payments
During the six-month period ended 30 June 2023, the Group recognised a
share-based payment credit of £3,261,000 (2022: expense of £2,797,000) and
associated social security credit of £535,000 (2022: expense of £13,000).
The share-based payment credit in 2023 is a result of a change in the adjusted
earnings per share performance vesting assumptions with the outstanding awards
now anticipated to vest at a lower quantum. The social security costs for the
2022 period were reduced due to movements in the Company's share price.
14 Investment in own shares
During 2018 the FDM Group Employee Benefit Trust was established to purchase
shares sold by option holders upon exercise of options under the FDM
Performance Share Plan. The Group accounts for its own shares held by the
Trustee of the FDM Group Employee Benefit Trust as a deduction from
shareholders' funds. During the period own shares held were used to satisfy
the requirements of the Group's share plans.
15 Related party transactions
Eight family members of Directors are employed by the Group, each at market
rate on an arm's length basis. The total remuneration relating to these staff
in aggregate was £166,000, comprising salary and bonus of £496,000 and
share-based payment credit of £330,000 (2022: seven individuals, aggregate
remuneration of £744,000, comprising salary and bonus of £550,000 and
share-based payment expense of £194,000).
16 Key management personnel
The key management personnel comprise the Directors of the Group. The
compensation of key management is set out below:
Six months to Six months to Year ended
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
£000 £000 £000
Short-term employee benefits 1,199 1,827 3,612
Post-employment benefits 27 46 72
Share-based payments expense (859) 468 977
367 2,341 4,661
17 Financial instruments
There are no material differences between the fair value of the financial
assets and liabilities included within the following categories in the
Condensed Consolidated Statement of Financial Position and their carrying
value:
• Trade and other receivables
• Cash and cash equivalents
• Trade and other payables
Statement of Directors' Responsibilities
The Directors confirm that these Condensed Interim Financial Statements have
been prepared in accordance with UK adopted International Accounting Standard
34 "Interim Financial Reporting" and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct Authority and that
the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· An indication of important events that have occurred during the
first six months and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
· Material related party transactions in the first six months and
any material changes in the related party transactions described in the last
Annual Report.
Directors who held office during the
period:
Rod Flavell
Chief Executive Officer
Sheila
Flavell
Chief Operating Officer
Mike McLaren
Chief Financial Officer
Andy Brown
Chief Commercial Officer
David
Lister
Non-Executive Chairman
Alan
Kinnear
Non-Executive Director
Jacqueline de Rojas
Non-Executive Director
Michelle Senecal de Fonseca Non-Executive Director
-Peter
Whiting
Non-Executive Director
The Executive Directors of FDM were listed in the Annual Report and Accounts
of the Company for the year ended 31 December 2022 and remained the same in
the six months to 30 June 2023.
By order of the Board
Rod Flavell Mike McLaren
Chief Executive Officer Chief Financial Officer
25 July 2023
Independent review report to FDM Group (Holdings) plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed FDM Group (Holdings) plc's condensed consolidated interim
financial statements (the "interim financial statements") in the Interim
Report of FDM Group (Holdings) plc for the 6 month period ended 30 June 2023
(the "period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
· the Condensed Consolidated Statement of Financial Position as at
30 June 2023;
· the Condensed Consolidated Income Statement for the period then
ended;
· the Condensed Consolidated Statement of Comprehensive Income for
the period then ended;
· the Condensed Consolidated Statement of Cash Flows for the period
then ended;
· the Condensed Consolidated Statement of Changes in Equity for the
period then ended; and
· the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim Report of FDM Group
(Holdings) plc have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Interim Report and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim Report, including the interim financial statements, is the
responsibility of, and has been approved by, the directors. The directors are
responsible for preparing the Interim Report in accordance with the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. In preparing the Interim Report, including the interim
financial statements, the directors are responsible for assessing the group's
ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting
unless the directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Interim Report based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of complying
with the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
25 July 2023
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR EAEXSALXDEAARecent news on FDM (Holdings)
See all newsREG - FDM Group plc - Director/PDMR Shareholding
AnnouncementREG - FDM Group plc - Director Shareholding
AnnouncementREG - FDM Group plc - Director/PDMR Shareholding
AnnouncementREG - FDM Group plc - Notice of Annual General Meeting
AnnouncementREG - FDM Group plc - Total Voting Rights
Announcement