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 2024.
Highlights
|
30 June
2024
|
30 June
2023
|
% change
|
Revenue
|
£140.2m
|
£179.9m
|
-22%
|
Adjusted
operating profit1
|
£17.4m
|
£25.5m
|
-32%
|
Profit
before tax
|
£15.5m
|
£29.8m
|
-48%
|
Adjusted
profit before tax1
|
£17.7m
|
£26.0m
|
-32%
|
Basic
earnings per share
|
10.3p
|
19.7p
|
-48%
|
Adjusted
basic earnings per share1
|
11.7p
|
16.8p
|
-30%
|
Cash
flows generated from operations
|
£15.9m
|
£24.3m
|
-35%
|
Cash
conversion2
|
104%
|
83%
|
+25%
|
Adjusted
cash conversion2
|
103%
|
95%
|
+8%
|
Cash
position at period end
|
£36.9m
|
£38.1m
|
-3%
|
Share-based payment expense/ (credit)
|
£0.1m
|
(£3.8m)
|
n/a
|
Exceptional administrative expenses
|
£2.1m
|
-
|
n/a
|
Effective
income tax rate
|
27.5%
|
27.5%
|
-
|
Interim
dividend per share
|
10.0p
|
17.0p
|
-41%
|
· A resilient performance in the first half of 2024 against
ongoing challenging market conditions, in line with the Board's
expectations.
· Revenue decreased by 22% to £140.2 million (2023: £179.9
million) and profit before tax decreased by 48% to £15.5 million
(2023: £29.8 million).
· Consultants assigned to clients at week 263 were
25% lower than the corresponding period at 3,469 (week 26 2023:
4,602, week 52 2023: 3,892). The split by region was: UK 1,284
(week 26 2023: 1,743); North America 1,162 (week 26 2023: 1,563);
EMEA 326 (week 26 2023: 359); and APAC 697 (week 26 2023:
937).
· Consultant utilisation rate4 for the six months to
30 June 2024 decreased to 91.5% (2023: 93.4%). Throughout the
period steps were taken to align, as far as practicable, available
resource to market demand. Consultant
recruitment and the number of Consultants in our Skills Lab
(previously known as our Academy) reduced and coaching completions
(previously called training completions) in the first half were 466
(first half 2023: 911).
· We remain focused on managing our cost base. In the first
half we incurred exceptional costs of £2.1 million (2023: £nil) as
we better aligned our internal staff and undeployed Consultants
with current market dynamics. The annualised internal staff cost
saving is over £4 million. The number of internal employees at 30
June 2024 was 594 (30 June 2023: 802).
· Successful launch of a new Consultant coaching methodology,
to enable us to respond better to clients' needs.
· We secured 29 new clients globally (2023: 26), 18 of which
were outside the financial services sector.
· We maintain a robust balance sheet, with £36.9 million cash
at 30 June 2024 (2023: £38.1 million) and no debt.
· Cash conversion was 104% during the first six months of 2024
(2023: 83%). Adjusted cash conversion2 was 103% (2023:
95%).
· On 30 July 2024, the Board declared an interim dividend of
10.0 pence per ordinary share (2023: 17.0 pence), which will be
payable on 1 November 2024 to shareholders on the register on 11
October 2024.
1
The adjusted operating profit
and adjusted profit before tax are calculated before; i) Share Plan
expenses of £0.1 million (2023: credit of £3.8
million); and ii) exceptional costs of
£2.1 million (2023: £nil) as we better aligned our internal staff
and undeployed Consultants with Consultant headcount. The adjusted
basic earnings per share is calculated before the impact of; i)
Share Plan expenses (including associated deferred tax); and ii)
exceptional costs of £2.1 million (2023: £nil).
2 Cash conversion is
calculated by dividing cash flows generated from operations by
operating profit. The adjusted cash
conversion is calculated by dividing cash flows generated from
operations by operating profit adjusted for Share Plan expenses of £0.1 million (2023: credit of
£3.8 million).
3
Week 26 in 2024 commenced on 24 June 2024 (2023: week 26
commenced on 26 June 2023).
4 The business uses the metric 'Consultant utilisation'
to monitor all deployed Consultants. Utilisation rate is calculated
as the ratio of the cost of deployed Consultants to the total
Consultant payroll cost.
Rod Flavell, Chief Executive Officer,
commented:
"The Group traded in line with the
Board's expectations during the first half of the year. The softer
trading conditions which we reported in our AGM Trading Statement
on 14 May 2024 persist, with clients continuing to defer
decisions.
While we continue to manage the
level of unallocated Consultants and our internal cost base in the
light of market conditions, we remain committed to maintaining
appropriate levels of resource and capacity to meet clients' needs
as and when markets improve.
The mix of tenure of Consultants
deployed with clients has changed over recent periods, such that we
now have an increased proportion of Consultants remaining with FDM
beyond two years. This has delivered a progressive slowing in
headcount decline across each of our territories. We anticipate
that this trend, taken with sustained levels of encouraging client
engagement, should see a more stable backdrop for the Group in the
second half of this financial year as we begin to increase the
number of recruits to our Skills Labs.
We have a robust balance sheet and
experienced Board and management, and are focused on delivering
against our objectives, both short and medium term. The Board
anticipates that the Group's financial performance for the full
year will be in line with its current
expectations."
Enquiries
For
further information:
FDM
|
Rod Flavell - CEO
Mike McLaren - CFO
|
0203 056 8240
0203 056 8240
|
Nick
Oborne
(financial public relations)
|
|
07850
127526
|
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.
We are a global consultancy
powering the people behind tech and innovation. For over 30 years
we have helped our clients stay ahead of the latest tech trends and
thrive in a rapidly changing world.
Our
business model is focused on coaching and deploying passionate,
energetic and self-motivated Consultants equipped with skills
across five Practices:
· Software Engineering;
· Change & Transformation;
· Data
& Analytics;
· IT
Operations; and
· Risk, Regulation & Compliance ("RRC").
These
five core areas of specialism include multiple interconnected
sprints within our Skills Labs, building a versatile and adaptable
Consultant workforce.
Our
purpose
We aim to
deliver client-led, sustainable, profitable growth on a consistent
basis, through our well-established Consultant model:
· Identify talented
individuals - through our programmes: Graduates, Ex-Forces, Returners and
Apprentices.
· Develop individuals through
our Skills Labs -
where our Consultants access expertise,
up-skilling and re-skilling as part of their continual learning and
career development.
· Grow our client presence
profitably - we look to create new opportunities to deploy our Consultants
amongst our developing client base and into other markets and
territories.
· Identify and fill our
clients' skills gaps -
we focus on understanding and anticipating our
clients' requirements and market trends, to ensure that we can add
value in the areas where our clients need it most, provide
opportunities to our Consultants, and deliver sustainable
profitable growth for our shareholders.
· Create a long-term
sustainable global business - we aim to have a beneficial impact
on the communities in which we operate. We are aware of our
responsibility towards our clients, our suppliers, and all of our
other stakeholders, whilst working to minimise our impact on the
environment.
· Engage, retain, recognise
and energise internal employees - to support, enhance and grow the
business to deliver our Consultant model.
Interim Management
Review
Overview
Against a
background of continued challenging global market conditions, the
Group delivered a resilient performance for the first half of 2024,
in line with Board expectations. Revenue for the six-month period
ending 30 June 2024 was 22% lower (21% lower on a constant currency
basis) at £140.2 million (2023: £179.9 million) and we delivered
adjusted profit before tax for the first half of £17.7 million,
down 32% on the equivalent period in 2023 of £26.0
million.
The number of Consultants placed
with clients at week 26 was 3,469, 25% lower than week 26 2023 and
11% lower than week 52 2023. To ensure our available resource is
aligned with client demand, levels of
experienced Consultant resource, Consultant recruitment and the
numbers of Consultants in our Skills Lab (previously known as our
Academy) were closely managed during the first half, resulting in a
reduction in recruitment and coaching completions in comparison
with the period to 30 June 2023 and an increase in the proportion
of Consultants remaining with FDM beyond two years.
We continue our focus on managing
the Group's cost base. During the first half, the Group incurred
exceptional costs of £2.1 million (2023: £nil), as a result of the
Group taking measures to align better the number of undeployed
Consultants and internal staff with current market dynamics while
allowing for the Group to respond to increased demand as and when
it returns.
The Group's balance sheet remains
robust with cash balances at 30 June 2024 of £36.9 million (30 June 2023:
£38.1 million). The Group has no debt.
Strategy
FDM's
strategy remains to deliver customer-led, sustainable, profitable
growth on a consistent basis through our established and proven
business model, helping clients to stay ahead of the latest tech
trends and unlocking opportunities to help them thrive in a rapidly
changing world. Our business model has been developed to ensure the
successful delivery of our strategy.
(i) Attract
and develop talented Consultants
With
challenging market conditions continuing, our levels of Consultant recruitment remain under close
scrutiny to ensure that our available resource aligns, as far as
practicable, with client demand across our operating
locations. A key strength of our business
model is that it allows us to flex recruitment and coaching and
react quickly to changing levels of client demand, while at the
same time continuing to invest in our workforce so that we are well
positioned to capitalise on opportunities when conditions improve.
We delivered a reduced 466 coaching completions in the first half
of the year (2023: 911).
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 high
numbers of applications across all our operating locations with
applicants seeking the benefits of FDM's market-leading, flexible
coaching. We have an excellent pipeline of assessed candidates,
looking to join our Skills Labs as and when we see an uptick in
market demand.
(ii) Invest in
state-of-the-art Skills Labs to provide expert
training
The first
half of the year saw a major change in the delivery of our
training, with the launch of the new FDM Practices methodology.
This methodology, which is outlined below, enhances our ability to
respond to clients' needs as they look for more specific, detailed
and nuanced skillsets within each job role.
In
conjunction with the implementation of the Practices, we have moved
away from the more traditional methods of training to a dynamic,
skills-based, experiential model which is central to our new Skills
Lab. Consultants are subject to continuous assessment as they
complete core and specialised sprints (designed with the knowledge
of client requirements) which are led by our highly-skilled coaches
within our Pods.
We are
confident that the FDM Practices methodology will enable our
Consultants to develop into experienced professionals with skills
across multiple capabilities, delivering maximum value to our
clients as they seek to stay ahead of the latest tech
trends.
FDM
Practices
Software
Engineering
|
Change &
Transformation
|
Data &
Analytics
|
IT
Operations
|
Risk, Regulation &
Compliance
|
Our
Software Engineers are skilled in using the latest tech and methods
to create, test and maintain software that is strong, scalable, and
tailored to clients' needs.
|
Our
Change and Transformation specialists learn to guide organisations
through significant changes, mastering project management,
problem-solving and agile methods to ensure success.
|
Our Data
and Analytics specialists excel at finding valuable insights in
data, using advanced tools such as business intelligence and
machine learning, helping clients to make smart decisions and stay
competitive.
|
Our IT
Operations specialists are focused on keeping complex IT systems
running smoothly and securely, mastering tasks such as system
administration, network management, and cybersecurity.
|
Our RRC
specialists develop skills in managing risk and ensuring compliance
with rules and standards, protecting organisations' reputation and
trust with stakeholders.
|
(iii) Grow and diversify our client
base
We continue to deliver the highest
level of service to our clients and work closely with them to meet
their requirements. Client diversification remains a key part of
our strategy and we secured 29 new clients in the period (2023:
26), of which 14 were in the UK, 5 in North America, 4 in EMEA and
6 in APAC. Of these new clients, 18 were secured from outside the
financial services sector (2023: 18 outside the financial services
sector).
(iv) Expand and consolidate our
geographic presence through sustainable and efficient
means
The expansion and consolidation of
our geographic presence remains a key growth driver for the Group.
While the move to remote delivery of our Skills Lab coaching allows
us to reduce the size and cost of our physical footprint worldwide
(at the same time enabling us to reduce our greenhouse gas
emissions from the use of physical premises), we retain a strong
management and sales presence across all our main operating
regions, as we focus on delivering sustainable growth across the
Group.
Our
Markets
UK
Revenue
for the six-month period to 30 June 2024 decreased by 23% to £54.0
million (2023: £69.7 million). Consultants deployed at week 26 were
1,284, a decrease of 26% from 1,743 at week 26 2023 (week 52 2023:
1,411). Adjusted operating profit decreased by 36% to £7.8 million
(2023: £12.2 million).
Uncertainty in the market continued into the first half of
2024 and the mix of our Consultant population shifted towards more
experienced resource as clients managed reduced budgets which
restricted them from both taking on new Consultants and
internalising our Consultants as permanent hires. Our experienced
Consultants have higher sell rates and this contributed towards the
reduction in revenue being less than the reduction in
headcount.
During
the period we incurred £1.3 million of exceptional costs associated
with the measures taken to align better the number of benched
Consultants and internal staff with current market dynamics. These
additional costs contributed towards operating profit decreasing by
more than the reduction in headcount. We also carried a higher than
normal number of undeployed Consultants into the period and
adjusted our training schedules to reflect this, resulting in fewer
coaching completions (2024: 129; 2023: 259).
We gained
14 new clients in the period (2023: 14).
North
America
Revenue
for the six-month period to 30 June 2024 decreased by 24% to £53.9
million (2023: £70.6 million). Consultants deployed at week 26 were
1,162, a decrease of 26% from 1,563 at week 26 2023 (week 52 2023:
1,322). Adjusted
operating profit decreased by 17% to £8.7 million (2023: £10.5
million).
As in the
UK, uncertainty in the market continued in 2024 and resulted in
reduced demand for new Consultants and our Consultant mix becoming
more experienced as clients lacked the budget to internalise the
Consultants as their permanent staff. The shift in tenure mix
contributed towards the reduction in revenue being less than the
reduction in headcount.
During
the period we incurred £0.5 million of exceptional costs associated
with the measures taken to align better the number of benched
Consultants and internal staff with current market dynamics. These
measures were taken early in the year and, compared with the prior
period, we ran with a lower number of benched Consultants, and
reduced the number of Consultants we coached to 133 (2023: 299).
The savings in these costs resulted in operating profit decreasing
by less than the reduction in headcount.
During
the period we gained 5 new clients (2023: 5).
EMEA
(Europe, Middle
East and Africa, excluding UK)
Revenue
for the six-month period to 30 June 2024 decreased by 10% to
£11.0 million (2023:
£12.2 million). Consultants deployed at week 26 were 326, a
decrease of 9% from 359 at week 26 2023
(week 52 2023: 327). Adjusted operating profit decreased by
85% to £0.2 million
(2023: £1.3 million).
EMEA
Consultant headcount was somewhat less impacted by market
uncertainty than the other regions, with growth in Germany and
Ireland offsetting a reduction in headcount in Poland and the
Netherlands. During the period we carried a higher than typical
number of undeployed Consultants which contributed towards adjusted
operating profit decreasing by more than headcount.
We incurred £0.1 million of exceptional
costs associated with the measures taken to align better the number
of benched Consultants and internal staff with current market
dynamics.
In the
six months, we coached 57 Consultants (2023: 143) and gained 4 new clients (2023: 4).
APAC
(Asia Pacific)
Revenue
for the six-month period to 30 June 2024 decreased by 22% to £21.3
million (2023: £27.4 million). Consultants deployed at week 26 were
697, a decrease of 26% from 937 at week 26 2023 (week 52 2023:
832). Adjusted operating profit decreased by 53% to £0.7 million
(2023: £1.5 million).
Across
APAC we experienced similar market conditions to the UK and North
America. We adjusted our training schedules to reflect reduced
demand and during the period we coached 147 Consultants (2023:
210). We incurred £0.2 million of
exceptional costs associated with the measures taken to align
better the number of benched Consultants and internal staff with
current market dynamics.
We opened
6 new clients in the period (2023: 3).
Financial
Review
Summary income
statement
|
Six months
to
30 June
2024
|
Six months
to
30 June
2023
|
% change
|
Revenue
|
£140.2m
|
£179.9m
|
-22%
|
Exceptional administrative expenses
|
£2.1m
|
-
|
n/a
|
Adjusted
operating profit 1
|
£17.4m
|
£25.5m
|
-32%
|
Operating
profit
|
£15.3m
|
£29.3m
|
-48%
|
Adjusted
profit before tax 1
|
£17.7m
|
£26.0m
|
-32%
|
Profit
before tax
|
£15.5m
|
£29.8m
|
-48%
|
Adjusted
basic EPS1
|
11.7p
|
16.8p
|
-30%
|
Basic
EPS
|
10.3p
|
19.7p
|
-48%
|
|
|
|
|
Overview
Revenue
was 22% lower at
£140.2 million (2023: £179.9
million) (21% lower on a constant currency
basis2), while adjusted operating profit1
decreased by 32% to £17.4 million (2023: £25.5 million).
Consultants assigned to clients at week 26 2024 totalled
3,469, a decrease of 25% from 4,602 at week 26 2023 and a decrease
of 11% from 3,892 at week 52 2023. Our Returners Programme had 204
deployed at week 26 2024 (week 26 2023: 239; week 52 2023: 219) and
our Ex-Forces Programme accounted for 146 Consultants deployed
worldwide (week 26 2023: 201; week 52 2023: 163).
The
Consultant utilisation rate decreased to 91.5% (2023: 93.4%) due to
higher than normal numbers of undeployed Consultants across the
period.
An
analysis of revenue and Consultant headcount by region is set out
in the table below:
|
Six months to 30
June
2024
Revenue
£m
|
Six months to 30
June
2023
Revenue
£m
|
Year to
31 December
2023
Revenue
£m
|
2024
Consultants
assigned
to
clients
at week
262
|
2023
Consultants
assigned
to
clients
at week
262
|
2023
Consultants
assigned
to
clients
at week
522
|
UK
|
54.0
|
69.7
|
127.8
|
1,284
|
1,743
|
1,411
|
North America
|
53.9
|
70.6
|
130.2
|
1,162
|
1,563
|
1,322
|
EMEA
|
11.0
|
12.2
|
24.1
|
326
|
359
|
327
|
APAC
|
21.3
|
27.4
|
51.9
|
697
|
937
|
832
|
|
140.2
|
179.9
|
334.0
|
3,469
|
4,602
|
3,892
|
Administrative expenses decreased to £46.8 million (2023:
£54.3 million). Included within administrative expenses are £2.1
million of exceptional costs, as we continued our focus on the
management of our cost base. The annualised internal staff cost
saving is over £4 million. Adjusted Group operating
margin1 decreased to 12.4% (2023: 14.2%) reflecting the higher
proportion of experienced Consultants remaining with FDM beyond two
years and the cost of carrying a higher than normal number of
undeployed Consultants.
1 The adjusted operating
profit and adjusted profit before tax are calculated before; i)
Share Plan expenses of £0.1 million (2023: credit of
£3.8 million); and ii)
exceptional costs of £2.1 million (2023: £nil) as we better aligned
our internal staff and undeployed Consultants with Consultant
headcount. The adjusted basic earnings per share is calculated
before the impact of; i) Share Plan expenses (including associated
deferred tax); and ii) exceptional costs of £2.1 million (2023:
£nil).
2 The constant-currency
basis is calculated by translating current period and prior period
reported amounts into comparable amounts using the 2024
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 2024 commenced
on 24 June 2024
(2023: week 26 commenced on 26 June 2023 and week 52 commenced on 25
December 2023).
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; i) share-based payment credit/ expense
including associated taxes and social security costs; and ii)
exceptional administrative expenses
relating to terminating the employment of
internal staff and undeployed Consultants.
Share-based
payment
The
share-based payment charge is based on estimates relating to a
vesting which may occur up to three years after the date of grant
and the assumptions underpinning those estimates can change from
year to year. An expense of £0.1 million was recognised in the six
months to 30 June 2024 relating to the share-based payments
including social security costs, all of which was in respect of the
Buy As You Earn ('BAYE') Plan (2023: credit of £3.8 million,
including expenses of £0.2 million in respect of the BAYE
Plan).
The
credit recognised in 2023 arose as a result of a
change in the adjusted earnings per share performance vesting
assumptions with the outstanding awards anticipated to vest at a
lower quantum. Details of the share-based payments are set
out in note 14 to
the Condensed Consolidated Interim Financial Statements.
Exceptional administrative
expenses
During
the first half, the Group incurred exceptional administrative
expenses of £2.1 million (2023: £nil), as a result of the Group
taking measures to align better the number of undeployed
Consultants and internal staff with current market dynamics while
allowing for the Group to respond to increased demand as and when
it returns.
Net finance income/
(expense)
Interest
on cash balances of £0.8 million (2023: £0.7 million) was
recognised as finance income in the period. Finance expense
includes lease liability interest of £0.6 million
(2023: £0.2 million). The Group continues to have no
debt.
Taxation
The
Group's total tax charge for the half year was £4.3 million,
equivalent to an effective tax rate of 27.5%, on profit before tax
of £15.5 million (2023: effective rate of 27.5% based on a tax
charge of £8.2 million and a profit before tax of £29.8 million).
The effective rate is higher than the underlying UK tax rate of 25%
primarily due to Group profits earned in higher tax
jurisdictions.
Earnings per
share
Basic
earnings per share decreased in the period to 10.3 pence (2023:
19.7 pence), while adjusted basic earnings per share was 11.7 pence
(2023: 16.8 pence). Diluted earnings per share was 10.3 pence
(2023: 19.7 pence).
Dividend
On 30
July 2024, the Directors declared an interim dividend of 10.0 pence
per ordinary share (2023: 17.0 pence) which will be payable on 1
November 2024 to shareholders on the register on 11 October
2024.
The Group
continues to operate its dividend policy, to retain sufficient
capital to fund ongoing operating requirements, while maintaining
an appropriate level of dividend cover and sufficient funds to
invest in the Group's longer-term growth.
Cash flow and Statement of
Financial Position
The
Group's cash balance was £36.9 million as at 30 June 2024 (2023:
£38.1 million).
Dividends
paid in the half year totalled £20.7 million (2023: £20.8 million).
Net capital expenditure was £0.1 million (2023: £0.6 million) and
tax paid was £3.8 million (2023: £7.1 million).
The Group
delivered a robust working capital performance. Cash conversion for
the period was 104% (2023: 83%) and adjusted cash conversion was
103% (2023: 95%).
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
16 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 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 2023 on pages 28 to
35.
Economic
uncertainty
A
combination of factors, including geopolitical stress, continues to
contribute to an uncertain macro-economic environment and a
dampening of confidence in the global banking and finance sector
against a backdrop of lower global growth rates. This uncertainty
remains the Group's principal risk.
Uncertain
conditions affect the spending decisions of clients, causing them
to delay the commencement of projects. This, in turn, slows 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 coaching to ensure
alignment of supply with the 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. This risk remains an area of high
focus for the Board, and we continue to enhance 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 low. The Group's operating model is agile and
adaptable, and the Board is confident that the Group is able to
continue operating effectively if any of its centres become
unavailable because of climate-related impacts such as fire or
flood.
We are
aware that our clients in some sectors could be adversely affected
by future climate change and there is a risk that this could affect
our 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.
FDM
remains a constituent of the FTSE4Good Index Series and is a leader
in the field of corporate social responsibility and good
governance. FDM is a strong advocate of diversity, equity, inclusion and social
mobility in the workplace. Further information about our work in
this area is contained in our Sustainability Report on pages 36 to
63 of our Annual Report and Accounts for the year ended 31 December
2023.
The
Board
In line
with the Board's plans announced in our Annual Report for the year
ended 31 December 2023, Peter Whiting (Senior Independent Director
and Chair of the Remuneration Committee) retired from the Board
with effect from 14 May 2024, having served more than nine years
since his appointment. On the same date, Jacqueline de Rojas
(Non-Executive Director) was appointed as Senior Independent
Director, and Rowena Murray (Non-Executive Director) was appointed
Chair of the Remuneration Committee.
There
have been no other changes to the composition of the Board or its
Committees during the period.
Summary
and outlook
The Group traded in line with the
Board's expectations during the first half of the year. The softer
trading conditions which we reported in our AGM Trading Statement
on 14 May 2024 persist, with clients continuing to defer
decisions.
While we continue to manage the
level of unallocated Consultants and our internal cost base in the
light of market conditions, we remain committed to maintaining
appropriate levels of resource and capacity to meet clients' needs
as and when markets improve.
The mix of tenure of Consultants
deployed with clients has changed over recent periods, such that we
now have an increased proportion of Consultants remaining with FDM
beyond two years. This has delivered a progressive slowing in
headcount decline across each of our territories. We anticipate
that this trend, taken with sustained levels of encouraging client
engagement, should see a more stable backdrop for the Group in the
second half of this financial year as we begin to increase the
number of recruits to our Skills Labs.
We have a robust balance sheet and
experienced Board and management, and are focused on delivering
against our objectives, both short and medium term. The Board
anticipates that the Group's financial performance for the full
year will be in line with its current
expectations.
By order of the Board
|
|
Rod
Flavell
Chief
Executive Officer
|
Mike
McLaren
Chief
Financial Officer
|
30 July
2024
|
|
|
|
| |
Condensed Consolidated Income
Statement
for the six months ended 30 June
2024
|
|
Six months to 30 June
2024
|
Six
months
to 30
June
2023
|
Year
ended
31
December 2023
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Note
|
£000
|
£000
|
£000
|
|
|
|
|
|
Revenue
|
6
|
140,187
|
179,888
|
333,975
|
Cost of sales
|
|
(78,138)
|
(96,278)
|
(177,449)
|
|
|
|
|
|
Gross profit
|
|
62,049
|
83,610
|
156,526
|
|
|
|
|
|
Administrative expenses
|
|
(46,759)
|
(54,307)
|
(101,500)
|
which includes:
|
|
|
|
|
Exceptional items
|
7
|
(2,064)
|
-
|
-
|
|
|
|
|
|
Operating profit
|
|
15,290
|
29,303
|
55,026
|
|
|
|
|
|
Finance income
|
|
847
|
709
|
1,396
|
Finance expense
|
|
(626)
|
(243)
|
(796)
|
|
|
|
|
|
Net finance income
|
|
221
|
466
|
600
|
|
|
|
|
|
Profit before income tax
|
|
15,511
|
29,769
|
55,626
|
Taxation
|
8
|
(4,266)
|
(8,187)
|
(14,861)
|
|
|
|
|
|
Profit for the period
|
|
11,245
|
21,582
|
40,765
|
|
|
|
|
|
Earnings per ordinary share
|
|
|
|
|
|
|
pence
|
pence
|
pence
|
Basic
|
10
|
10.3
|
19.7
|
37.3
|
|
|
|
|
|
Diluted
|
10
|
10.3
|
19.7
|
37.2
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of
Comprehensive Income
for the six months ended 30 June
2024
|
|
Six months to 30 June
2024
|
Six
months to 30 June 2023
|
Year
ended
31
December 2023
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
Profit for the
period
|
|
11,245
|
21,582
|
40,765
|
|
|
|
|
|
Other comprehensive
expense
Items that may be
subsequently reclassified to profit or loss
|
|
|
|
|
Exchange
differences on retranslation of foreign operations (net of
tax)
|
|
(60)
|
(1,203)
|
(1,329)
|
|
|
|
|
|
Total other comprehensive
expense
|
|
(60)
|
(1,203)
|
(1,329)
|
|
|
|
|
|
Total comprehensive income
for the period
|
|
11,185
|
20,379
|
39,436
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of
Financial Position
as at 30 June 2024
|
|
|
|
|
|
|
|
|
30 June
2024
|
30
June
2023
|
31
December
2023
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
Note
|
£000
|
£000
|
£000
|
Non-current assets
|
|
|
|
|
|
Right-of-use assets
|
|
|
17,337
|
7,897
|
18,215
|
Property, plant and
equipment
|
|
|
2,191
|
3,399
|
2,616
|
Intangible assets
|
|
|
19,512
|
19,552
|
19,571
|
Deferred income tax
assets
|
|
|
366
|
951
|
552
|
|
|
|
|
|
|
|
|
|
39,406
|
31,799
|
40,954
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other
receivables
|
|
11
|
36,434
|
48,291
|
32,613
|
Income tax receivable
|
|
|
3,190
|
5,048
|
3,384
|
Cash and cash
equivalents
|
|
12
|
36,942
|
38,074
|
47,226
|
|
|
|
|
|
|
|
|
|
76,566
|
91,413
|
83,223
|
|
|
|
|
|
|
Total assets
|
|
|
115,972
|
123,212
|
124,177
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other
payables
|
|
13
|
27,344
|
31,535
|
25,638
|
Lease liabilities
|
|
|
4,257
|
3,504
|
4,512
|
Current income tax
liabilities
|
|
|
1,572
|
2,467
|
1,428
|
|
|
|
|
|
|
|
|
|
33,173
|
37,506
|
31,578
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Lease liabilities
|
|
|
15,097
|
6,412
|
15,669
|
Provisions
|
|
|
381
|
-
|
228
|
Deferred income tax
liability
|
|
|
-
|
-
|
31
|
|
|
|
|
|
|
|
|
|
15,478
|
6,412
|
15,928
|
|
|
|
________
|
_______
|
_______
|
Total liabilities
|
|
|
48,651
|
43,918
|
47,506
|
|
|
|
|
|
|
Net assets
|
|
|
67,321
|
79,294
|
76,671
|
|
|
|
|
|
|
Equity attributable to owners of the parent
|
|
|
|
|
Share capital
|
|
|
1,096
|
1,095
|
1,096
|
Share premium
|
|
|
9,705
|
9,705
|
9,705
|
Capital
redemption reserve
|
|
|
52
|
52
|
52
|
Own
shares reserve
|
|
|
(2,605)
|
(1,366)
|
(3,016)
|
Translation reserve
|
|
|
1,002
|
1,188
|
1,062
|
Other
reserves
|
|
|
3,023
|
5,564
|
3,469
|
Retained earnings
|
|
|
55,048
|
63,056
|
64,303
|
|
|
|
|
|
|
Total equity
|
|
|
67,321
|
79,294
|
76,671
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Condensed Consolidated Statement of
Cash Flows
for the six months ended 30 June
2024
|
|
|
|
|
|
|
|
|
|
Six months
to 30 June
2024
|
Six
months
to
30 June 2023
|
Year
ended 31 December 2023
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
Note
|
£000
|
£000
|
£000
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
Profit before income tax for the
period
|
|
|
15,511
|
29,769
|
55,626
|
|
Adjustments
for:
|
|
|
|
|
|
|
Depreciation and amortisation
|
|
|
2,759
|
2,952
|
5,742
|
|
(Profit)/
loss on disposal of non-current assets
|
|
|
(167)
|
19
|
155
|
|
Finance
income
|
|
|
(847)
|
(709)
|
(1,396)
|
|
Finance
expense
|
|
|
626
|
243
|
796
|
|
Share-based payment expense/ (credit) (including associated
social security costs)
|
|
99
|
(3,701)
|
(5,340)
|
|
(Increase)/ decrease in trade and other
receivables
|
|
(3,799)
|
(4,792)
|
11,386
|
|
Increase/
(decrease) in trade and other payables
|
|
1,685
|
567
|
(5,470)
|
|
|
|
|
|
|
|
|
Cash flows generated from operations
|
|
|
15,867
|
24,348
|
61,499
|
|
|
|
|
|
|
|
|
Interest
received
|
|
|
847
|
709
|
1,396
|
|
Income tax
paid
|
|
|
(3,782)
|
(7,127)
|
(12,741)
|
|
|
|
|
|
|
|
|
Net cash flow from operating activities
|
|
|
12,932
|
17,930
|
50,154
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Acquisition of property, plant and equipment
|
|
|
(56)
|
(581)
|
(651)
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(56)
|
(581)
|
(651)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds
from issue of ordinary shares
|
|
|
-
|
3
|
4
|
|
Proceeds
from sale of own shares
|
|
|
-
|
16
|
16
|
|
Proceeds
from sale of shares from EBT
|
|
|
171
|
254
|
468
|
|
Payment
for shares bought back
|
|
|
-
|
(500)
|
(2,525)
|
|
Principal
elements of lease payments
|
|
|
(1,895)
|
(2,844)
|
(4,807)
|
|
Interest
elements of lease payments
|
|
|
(605)
|
(222)
|
(718)
|
|
Finance
expenses paid
|
|
|
(21)
|
(20)
|
(72)
|
|
Dividends
paid
|
|
9
|
(20,749)
|
(20,794)
|
(39,320)
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(23,099)
|
(24,107)
|
(46,954)
|
|
|
|
|
|
|
|
|
Exchange
losses on cash and cash equivalents
|
|
|
(61)
|
(691)
|
(846)
|
|
|
|
|
|
|
|
|
Net (decrease)/ increase in
cash and cash equivalents
|
|
|
(10,284)
|
(7,449)
|
1,703
|
|
Cash and
cash equivalents at beginning of period
|
|
|
47,226
|
45,523
|
45,523
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at
end of period
|
|
12
|
36,942
|
38,074
|
47,226
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement
of Changes in Equity
for the six months ended 30 June
2024
|
Share
capital
|
Share
premium
|
Capital redemption
reserve
|
Own shares
reserve
|
Translation
reserve
|
Other
reserves
|
Retained
earnings
|
Total
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
|
Balance
at 1 January 2024
(Audited)
|
1,096
|
9,705
|
52
|
(3,016)
|
1,062
|
3,469
|
64,303
|
76,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
11,245
|
11,245
|
Other
comprehensive expense for the period
|
-
|
-
|
-
|
-
|
(60)
|
-
|
-
|
(60)
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
-
|
-
|
-
|
-
|
(60)
|
-
|
11,245
|
11,185
|
|
|
|
|
|
|
|
|
|
Share-based payments
(note 14)
|
-
|
-
|
-
|
-
|
-
|
108
|
-
|
108
|
Transfer
to retained earnings
|
-
|
-
|
-
|
-
|
-
|
(554)
|
554
|
-
|
Own
shares sold (note 15)
|
-
|
-
|
-
|
266
|
-
|
-
|
(95)
|
171
|
Recharge
of net settled share options
|
-
|
-
|
-
|
145
|
-
|
-
|
(210)
|
(65)
|
Dividends
(note 9)
|
-
|
-
|
-
|
-
|
-
|
-
|
(20,749)
|
(20,749)
|
|
|
|
|
|
|
|
|
|
Total
transactions with owners, recognised directly in equity
|
-
|
-
|
-
|
411
|
-
|
(446)
|
(20,500)
|
(20,535)
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2024
(Unaudited)
|
1,096
|
9,705
|
52
|
(2,605)
|
1,002
|
3,023
|
55,048
|
67,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Condensed Consolidated Statement
of Changes in Equity (continued)
for the six months ended 30 June
2023
|
Share
capital
|
Share
premium
|
Capital redemption
reserve
|
Own shares
reserve
|
Translation
reserve
|
Other
reserves
|
Retained
earnings
|
Total
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
|
Balance
at 1 January 2023
(Audited)
|
1,092
|
9,705
|
52
|
(1,494)
|
2,391
|
12,576
|
58,881
|
83,203
|
|
|
|
|
|
|
|
|
|
Profit
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
21,582
|
21,582
|
Other
comprehensive expense for the period
|
-
|
-
|
-
|
-
|
(1,203)
|
-
|
-
|
(1,203)
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period
|
-
|
-
|
-
|
-
|
(1,203)
|
-
|
21,582
|
20,379
|
|
|
|
|
|
|
|
|
|
Share-based payments (note 14)
|
-
|
-
|
-
|
-
|
-
|
(3,091)
|
-
|
(3,091)
|
Transfer
to retained earnings
|
-
|
-
|
-
|
-
|
-
|
(3,921)
|
3,921
|
-
|
Own
shares sold (note 15)
|
-
|
-
|
-
|
128
|
-
|
-
|
(360)
|
(232)
|
Recharge
of net settled share options
|
-
|
-
|
-
|
-
|
-
|
-
|
(174)
|
(174)
|
Dividends
(note 9)
|
-
|
-
|
-
|
-
|
-
|
-
|
(20,794)
|
(20,794)
|
Issue of
new shares
|
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
year ended 31 December 2023
|
Share
capital
|
Share
premium
|
Capital redemption
reserve
|
Own
shares
reserve
|
Translation
reserve
|
Other
reserves
|
Retained
earnings
|
Total
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
|
Balance
at 1 January 2023
(Audited)
|
1,092
|
9,705
|
52
|
(1,494)
|
2,391
|
12,576
|
58,881
|
83,203
|
|
|
|
|
|
|
|
|
|
Profit
for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
40,765
|
40,765
|
Other
comprehensive expense for the year
|
-
|
-
|
-
|
-
|
(1,329)
|
-
|
-
|
(1,329)
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the year
|
-
|
-
|
-
|
-
|
(1,329)
|
-
|
40,765
|
39,436
|
|
|
|
|
|
|
|
|
|
Share-based payments (note 14)
|
-
|
-
|
-
|
-
|
-
|
(4,434)
|
-
|
(4,434)
|
Transfer
to retained earnings
|
-
|
-
|
-
|
-
|
-
|
(4,673)
|
4,673
|
-
|
Own
shares sold (note 15)
|
-
|
-
|
-
|
1,003
|
-
|
-
|
(496)
|
507
|
Own
shares purchased
|
-
|
-
|
-
|
(2,525)
|
-
|
-
|
-
|
(2,525)
|
Recharge
of net settled share options
|
-
|
-
|
-
|
-
|
-
|
-
|
(200)
|
(200)
|
Dividends
(note 9)
|
-
|
-
|
-
|
-
|
-
|
-
|
(39,320)
|
(39,320)
|
Issue of
new shares
|
4
|
-
|
-
|
-
|
-
|
-
|
-
|
4
|
|
|
|
|
|
|
|
|
|
Total
transactions with owners, recognised directly in equity
|
4
|
-
|
-
|
(1,522)
|
-
|
(9,107)
|
(35,343)
|
(45,968)
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023
(Audited)
|
1,096
|
9,705
|
52
|
(3,016)
|
1,062
|
3,469
|
64,303
|
76,671
|
1 General
information
The Group
is a global professional services provider focusing principally on
IT, specialising in the recruitment, development and deployment of
its own permanent 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 30 July 2024. They have not
been audited, but have been subject to an independent review by
PricewaterhouseCoopers LLP, whose independent report is included on
pages 31 and 32.
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
2023 was approved by the Board of Directors of the Group on 19
March 2024 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 2024 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 2024, have been considered and did not have a material
impact on the Group:
a)
Classification of Liabilities as Current or
Non-current (Amendments to IAS 1)
b) Lease
Liability in a Sale and Leaseback (Amendments to IFRS
16)
c) Supplier
finance arrangements (Amendments to IAS 7 and IFRS 7)
Exceptional
items
The
separate reporting of exceptional items helps to provide a better
understanding of the Group's underlying business performance. The
Group exercises judgement in assessing whether items should be
classified as exceptional items. Exceptional items are disclosed
and described separately in the financial statements where it is
necessary to do so to provide a better understanding of the
financial performance of the Group. They are items of expense or
income that are material and one-off in nature and are shown
separately due to the significance of their nature or
amount.
Going concern
basis
The
Group's business activities, operating cash flows and liquidity
position, together with its distinctive business model, 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
for at least twelve months from the date of approval of these
Condensed Interim Financial Statements.
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 2023.
4 Other accounting
estimate
The
preparation of the Group's 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 year.
However, uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the
carrying amount of the asset and liability affected in future
periods. The 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 2023, 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 estimate is not considered to be a significant estimate
as it is considered there is not a significant risk of the estimate
resulting in a material adjustment to the carrying amounts of
assets and liabilities in the next financial year.
Share-based payment
charge
A
share-based payment charge is recognised in respect of share awards
based on the Directors' best estimate of the number of shares that
will vest based on the performance conditions of the awards, which
comprise adjusted EPS growth and the number of employees that will
leave before vesting. In estimating the number of shares likely to
vest, the Directors have based their assessment of the adjusted EPS
growth in the forecasts contained within the Group's three-year
plan, adjusted for the impact of potential scenarios that could
potentially impact EPS growth. 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 2024, 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.
Segmental reporting for the
six months ended 30 June 2024 (Unaudited)
|
|
North
|
|
|
|
|
UK
|
America
|
EMEA
|
APAC
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Revenue
|
54,003
|
53,854
|
11,001
|
21,329
|
140,187
|
|
|
|
|
|
|
Depreciation and amortisation
|
(1,088)
|
(700)
|
(185)
|
(786)
|
(2,759)
|
Exceptional administrative expenses
(see
note 7)
|
(1,264)
|
(527)
|
(55)
|
(218)
|
(2,064)
|
|
|
|
|
|
|
Segment operating profit
|
6,456
|
8,180
|
157
|
497
|
15,290
|
Finance
income1
|
811
|
143
|
16
|
4
|
974
|
Finance
expense1
|
(423)
|
(76)
|
(27)
|
(227)
|
(753)
|
|
|
|
|
|
|
Profit before income
tax
|
6,844
|
8,247
|
146
|
274
|
15,511
|
|
|
|
|
|
|
Total assets
|
59,497
|
24,913
|
14,411
|
17,151
|
115,972
|
|
|
|
|
|
|
Total
liabilities
|
(12,397)
|
(9,849)
|
(7,508)
|
(18,897)
|
(48,651)
|
1 Finance income and finance
expense include intercompany interest 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 2024
|
31,158
|
2,290
|
717
|
4,875
|
39,040
|
|
|
|
|
|
|
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
income1
|
696
|
127
|
3
|
4
|
830
|
Finance
expense1
|
(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)
|
|
|
|
|
|
|
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 year ended 31 December 2023
(Audited)
|
|
North
|
|
|
|
|
UK
|
America
|
EMEA
|
APAC
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Revenue
|
127,770
|
130,167
|
24,093
|
51,945
|
333,975
|
|
|
|
|
|
|
Depreciation and amortisation
|
(2,420)
|
(1,324)
|
(362)
|
(1,636)
|
(5,742)
|
|
|
|
|
|
|
Segment operating profit
|
28,608
|
21,641
|
2,398
|
2,379
|
55,026
|
|
|
|
|
|
|
Finance
income1
|
1,334
|
260
|
24
|
11
|
1,629
|
Finance
expense1
|
(401)
|
(55)
|
(61)
|
(512)
|
(1,029)
|
|
|
|
|
|
|
Profit before income tax
|
29,541
|
21,846
|
2,361
|
1,878
|
55,626
|
|
|
|
|
|
|
Total assets
|
71,625
|
21,147
|
13,766
|
17,639
|
124,177
|
|
|
|
|
|
|
Total liabilities
|
(11,093)
|
(8,629)
|
(5,479)
|
(22,305)
|
(47,506)
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
31 December 2023
|
32,358
|
|
1,409
|
911
|
5,724
|
40,402
|
|
|
|
|
|
|
|
|
|
7 Exceptional
administrative expenses
During
the period, the Group incurred exceptional
costs of £2.1 million (2023: £nil) as we better aligned our
internal staff and undeployed Consultants with Consultant
headcount.
8
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 2024 is
27.5% (the
estimated tax rate for the six months ended 30 June 2023 was
27.5%).
9
Dividends
2024
An
interim dividend of 10.0
pence per ordinary share was declared by the
Directors on 30 July 2024 and will be paid on 1 November 2024 to holders of record
on 11 October 2024, the total amount payable will be
£10,918,000.
A final
dividend of 19.0 pence per share in respect of the year to 31
December 2023 was approved by shareholders at the AGM on
14 May 2024 and paid on
28 June 2024 to shareholders of record on 7 June 2024, the total
amount paid was £20,749,000.
2023
An
interim dividend of 17.0 pence per ordinary share was declared by
the Directors on 25 July 2023 and was paid on 13 October 2023 to
holders of record on 22 September 2023, the amount paid was
£18,539,000.
In
respect of the year to 31 December 2022, a
final dividend of 19.0 pence per share was paid on 30 June
2023, to shareholders of record on 9 June
2023, the total amount paid was £20,794,000.
10 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
to 30 June
2024
|
Six
months
to 30
June 2023
|
Year
ended
31
December 2023
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
|
|
|
Profit for the period
|
|
£000
|
11,245
|
21,582
|
40,765
|
|
|
|
|
|
|
Average
number of ordinary shares in issue (thousands)
|
|
Number
|
109,164
|
109,317
|
109,151
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
|
Pence
|
10.3
|
19.7
|
37.3
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Adjusted
basic earnings per share is calculated by dividing the profit
attributable to ordinary equity holders of the parent company,
excluding (i) Performance Share Plan expense (including social
security costs and associated deferred tax) and (ii) exceptional
costs relating to terminating the employment of internal staff and
undeployed Consultants (including associated tax) by the weighted
average number of ordinary shares in issue during the
period.
|
|
|
Six months to 30
June
2024
|
Six
months to 30 June 2023
|
Year
ended 31
December 2023
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
|
|
|
Profit for the period (basic
earnings)
|
|
£000
|
11,245
|
21,582
|
40,765
|
|
|
|
|
|
|
Share-based payment expense/ (credit) (including social
security costs) (see note 14)
|
|
£000
|
91
|
(3,796)
|
(5,449)
|
Tax effect
of share-based payment (expense)/ credit
|
|
£000
|
(17)
|
616
|
563
|
Exceptional costs (see note 7)
|
|
£000
|
2,064
|
-
|
-
|
Tax effect
of exceptional costs
|
|
£000
|
(568)
|
-
|
-
|
|
|
|
|
|
|
Adjusted profit for the
period
|
|
£000
|
12,815
|
18,402
|
35,879
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
number of ordinary shares in issue (thousands)
|
Number
|
|
109,164
|
109,317
|
109,151
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basic earnings per
share
|
Pence
|
|
11.7
|
16.8
|
32.9
|
|
|
|
|
|
|
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
to 30 June
2024
|
Six
months
to 30
June 2023
|
Year
ended
31
December 2023
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
|
|
|
|
Profit
for the period (basic earnings)
|
|
£000
|
11,245
|
21,582
|
40,765
|
|
|
|
|
|
|
|
|
Average
number of ordinary shares in issue (thousands)
|
|
Number
|
109,164
|
109,317
|
109,151
|
|
Adjustment for employee share plan awards
(thousands)
|
|
Number
|
195
|
371
|
329
|
|
|
|
|
|
|
|
|
Diluted
number of ordinary shares in issue (thousands)
|
|
Number
|
109,359
|
109,688
|
109,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
share
|
Pence
|
|
10.3
|
19.7
|
37.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
11 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
2024
|
30
June
2023*
|
31
December
2023
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
£000
|
£000
|
£000
|
|
|
|
|
Trade receivables
|
28,445
|
37,975
|
24,944
|
Prepayments and accrued
income
|
6,850
|
9,393
|
6,717
|
Other receivables
|
1,139
|
923
|
952
|
|
|
|
|
|
36,434
|
48,291
|
32,613
|
|
|
|
|
*The 30
June 2023 comparative has been restated as the income tax
receivable balance has been presented individually on the face of
the Consolidated Statement of Financial Position.
Included
within prepayments and accrued income is £2,388,000 of accrued
income (June 2023: £3,742,000; December 2023:
£2,340,000).
12 Cash and cash
equivalents
|
|
30 June
2024
|
30
June
2023
|
31
December
2023
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
£000
|
£000
|
£000
|
Cash at bank and in hand
|
|
36,942
|
38,074
|
47,226
|
|
|
|
|
|
13 Trade and other
payables
|
30 June
2024
|
30
June
2023
|
31
December
2023
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
£000
|
£000
|
£000
|
Trade
payables
|
3,200
|
2,088
|
1,435
|
Other
payables
|
1,843
|
1,908
|
2,147
|
Other
taxes and social security
|
6,724
|
9,679
|
7,031
|
Accruals
|
15,577
|
17,860
|
15,025
|
|
|
|
|
|
27,344
|
31,535
|
25,638
|
|
|
|
|
Included
within accruals are volume rebates of £2,231,000 (June 2023:
£2,890,000; December 2023: £2,336,000) and payroll accruals of
£3,191,000 (June 2023: £4,409,000; December 2023: £3,182,000). 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 2024 or
2023.
14 Share-based
payments
During
the six-month period ended 30 June 2024, the Group recognised a
share-based payment expense of £108,000 and associated social
security credit of £17,000 (both of which relate to the BAYE Plan
(2023: share-based payment credit of £3,261,000 and associated
social security credit of £535,000, including an expense of
£165,000 relating to the BAYE Plan). The credit arising from
equity-settled share-based payment transactions in 2023 reflected
the latest assessment of the forecast adjusted earnings per
share.
15 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.
16 Related party
transactions
Seven
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 £398,000, comprising
salary and bonus of £398,000 and share-based payment expense of
£nil (2023: eight individuals, aggregate remuneration of £166,000,
comprising salary and bonus of £496,000 and share-based payment
credit of £330,000).
17 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
30 June
2024
|
Six
months to
30
June
2023
|
Year
ended
31
December
2023
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
£000
|
£000
|
£000
|
Short-term employee
benefits
|
1,479
|
1,199
|
2,577
|
Post-employment benefits
|
28
|
27
|
55
|
Share-based payments
credit
|
-
|
(859)
|
(755)
|
|
|
|
|
|
1,507
|
367
|
1,877
|
|
|
|
|
18 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
19 Post balance sheet
event
On 4 July
2024, management signed a ten-year lease agreement for a new office
in Brighton. The net present value of the lease liability is £1.3
million. The lease on the current Brighton office ends in September
2024.
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
Rowena
Murray
Non-Executive Director
Peter
Whiting
Non-Executive Director (retired 14 May 2024)
The
Executive Directors of FDM were listed in the Annual Report and
Accounts of the Company for the year ended 31 December 2023 and
remained the same in the six months to 30 June 2024.
By
order of the Board
|
|
|
Rod
Flavell
Chief Executive Officer
|
Mike
McLaren
Chief
Financial Officer
|
30 July
2024
|
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 six month period
ended 30 June 2024 (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 2024;
· the
Condensed Consolidated Income statements 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
30 July 2024