TIDMRPS
RNS Number : 3108G
RPS Group PLC
01 March 2018
RPS GROUP PLC
("RPS" or "the Group")
Results for the Year Ended 31 December 2017
Improved trading performance. Strong cash conversion. Further
reduction in leverage.
2017 2016 2016 at constant
currency (1)
------- ------ -----------------
Revenue (GBPm) 630.6 594.5 614.8
Fee income (1) (GBPm) 562.3 534.3 552.5
PBTA(1) (GBPm) 53.9 50.7 52.4
Adjusted earnings per share (1) (basic)
(p) 17.13 16.60 16.58
Total dividend per share (p) 9.88 9.74 9.74
Statutory (loss)/profit before tax
(GBPm) (1.6) 32.8 33.7
Statutory (loss)/earnings per share
(basic) (p) (7.52) 11.35 11.29
----------------------------------------- ------- ------ -----------------
Financial key points
-- Fee income GBP562.3m (2016 GBP534.3m); 5% growth; 2% growth at constant currency
-- PBTA GBP53.9m (2016 GBP50.7m); 6% growth; 3% growth at constant currency
-- EPS (adjusted, basic) 17.13p (2016 16.60p); 3% growth; 3% growth at constant currency
-- Goodwill impairment of GBP40.0m (2016 GBPnil) in Energy
-- Statutory loss before tax GBP1.6m (2016 profit GBP32.8m)
-- Strong cash conversion 91% (2017 117%)
-- Year-end net bank borrowings GBP80.6m (2016 GBP83.4m); leverage (1) 1.3x (2016 1.6x)
-- Final dividend proposed 5.08p (2016 5.08p) making full year
dividend 9.88p, up 1.4% (2016 9.74p). There is no intention to
reduce future full year dividends, but no increase until pay-out is
in line with previous norm of 40% of adjusted basic EPS rather than
58% currently
Business highlights
-- Conditions in markets, other than Energy, generally positive
-- Energy trading improved in second half but was less good than
expected despite the increased oil price
-- Profit growth achieved in all four business segments
-- Appointment of new Chief Executive. Initial review of Group strategy concluded
-- Renewed emphasis to be placed on organic growth supported by targeted acquisitions
-- Five strategic priorities established to support future growth
John Douglas, CEO, commented:
"2017 has been a year of steady progress for the group in
overall trading performance and good progress in establishing
strategic priorities following management change in September. We
intend to enhance the strong existing foundations to further
improve our proposition and business, our offerings to clients and
deliver long-term value to our shareholders. The Board anticipates
further growth in 2018. I would like to thank all our people for
the hard work and dedication that has gone into delivering these
results."
1 March 2018
(1) Alternative Performance Measures are used consistently
throughout this announcement: these include PBTA, fee income, items
prefaced "adjusted" such as adjusted EPS, segment profit,
underlying profit, underlying operating profit, amounts labelled
"at constant currency", EBITDAS, conversion of profit into cash,
net bank borrowings, leverage. For further details of their
purpose, definition and reconciliation to the equivalent statutory
measures see note 2.
ENQUIRIES
RPS Group plc Today: 020 7457 2020
John Douglas, Chief Executive Thereafter: 01235 863206
Gary Young, Finance Director
Instinctif Partners
Justine Warren Tel: 020 7457 2020
Matthew Smallwood
RPS is an international consultancy providing advice upon the
development and management of the built and natural environment;
the planning and development of strategic infrastructure, and the
evaluation and development of energy, water and other resources. We
have offices in the UK, Ireland, the Netherlands, Norway, the
United States, Canada, Australia, Malaysia, New Zealand and
undertake projects in many other parts of the world. The Group has
been a constituent of the FTSE4Good index since its inception in
2001.
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
businesses of RPS Group plc. These statements involve risk and
uncertainty because they relate to events and depend upon
circumstances that will occur in the future. There are many factors
that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements. Nothing in this announcement should be construed as a
profit forecast.
Results
PBTA was GBP53.9m, an increase of 6% over last year (2016:
GBP50.7m, GBP52.4m at constant currency) and in line with market
expectations, on fee income that increased by 5% to GBP562.3m
(2016: GBP534.3m, GBP552.5m at constant currency). After taking
into account a goodwill impairment charge of GBP40.0m (2016 GBPnil)
in respect of our energy business, amortisation of acquired
intangibles and a loss on disposal, loss before tax was GBP1.6m
(2016: profit GBP32.8m, GBP33.7m at constant currency). The
effective tax rate for the year on PBTA is 29.6% (2016: 27.7%).
Adjusted basic EPS was 17.13p, an increase of 3% over last year
(2016 16.60p. 16.58p at constant currency). Statutory basic
(loss)/earnings per share was (7.52)p (2016 11.35p, 11.29p at
constant currency).
2017 profits benefited from favourable currency movements on the
conversion of overseas results. PBTA in 2017 would have been
GBP2.2m lower had 2016 exchange rates been repeated in 2017. The
PBTA in 2016 would have been GBP1.7m higher than reported if 2017
exchange rates had prevailed in 2016. Statutory profit in 2016
would have been GBP0.9m higher than reported if 2017 exchange rates
prevailed in 2016.
Trading performance
2016 at constant
GBPm 2017 2016 currency
---------------------- ------ ------ -----------------
BNE Europe 37.0 35.1 35.7
BNE NA 8.3 7.9 8.3
Energy 6.4 5.4 5.4
AAP 15.3 14.2 15.1
---------------------- ------ ------ -----------------
Total segment profit 67.0 62.6 64.4
Unallocated costs (8.5) (6.7) (6.7)
---------------------- ------ ------ -----------------
Underlying operating
profit 58.5 55.9 57.7
---------------------- ------ ------ -----------------
Each segment grew or maintained profit at constant currency,
whilst central unallocated costs increased, mainly due to board
changes during the year.
Borrowings and cash flow
Net bank borrowings at the year-end were lower at GBP80.6m (31
Dec 2016 GBP83.4m). Net cash from operating activities remained
strong at GBP43.7m (2016 GBP62.3m), albeit down on the previous
year. This reduction was largely the result of a working capital
increase in the year of GBP6.1m compared to a decrease of GBP11.5m
in 2016. The Group continues to focus on its management of working
capital, and our conversion of profit into operating cash was good
at 91% (2016: 117%). Net cash used in investing activities was
GBP21.1m (2016 GBP38.1m), mainly comprising expenditure on deferred
consideration for acquisitions of GBP12.9m (2016 GBP23.7m), net
capital expenditure of GBP8.4m (2016 GBP7.9m) and new acquisitions
in the year GBPnil (2016 GBP6.6m). The amount paid in respect of
dividends was GBP22.0m (2016 GBP22.5m).
Deferred consideration outstanding at the year-end was GBP1.8m
(31 December 2016 GBP15.0m), the lowest for many years. Our
leverage (being net bank debt plus deferred consideration expressed
as a ratio of adjusted EBITDA) calculated in accordance with our
bank's financial covenants was 1.3x at the year end, down from 1.6x
at the end of 2016.
Net finance costs were GBP4.5m (2016 GBP5.2m). The year on year
decrease was primarily the result of less interest on deferred
consideration that reduced significantly during the year.
Amortisation and impairment of intangible assets and transaction
related costs
Amortisation and impairment of intangible assets and transaction
related costs totalled GBP55.5m (2016 GBP17.9m). Included in this
total is goodwill impairment of GBP40.0m (2016 GBPnil) in respect
of our Energy businesses in EAME and North America, amortisation of
acquired intangibles GBP12.8m (2016 GBP17.5m), loss on disposal of
business GBP2.7m (2016 GBPnil) and other items GBPnil (2016
GBP0.4m). The loss on disposal relates to the sale just before the
year end of our pipeline approval business in Canada. Proceeds were
GBP0.2m, the largest component of the loss being a provision for
onerous property lease of GBP2.4m.
The goodwill impairment charge of GBP40.0m relates to the
impairment of our oil and gas exposed energy businesses in Europe
and North America. They performed close to budget during the first
half of 2017 and whilst trading improved in the second half it was
less good than expected despite the increased oil price. The Board
has reviewed the prospects for the oil industry and the potential
demand for our services and considers them to be lower than at the
last review. Accordingly, our impairment review at the year-end
incorporated a lower forecast for cash generation than at the last
review which has resulted in the goodwill impairment.
Dividends
The total (paid and proposed) dividend for the year is 9.88p per
ordinary share (2016 9.74p) and amounts to GBP22.1m. The proposed
final dividend of 5.08p (2016 5.08p) will be paid on 18 May 2018 to
shareholders on the register of members at the close of business on
20 April 2018 subject to approval at the Annual General Meeting on
1 May 2018.
Capital allocation policy
We intend to create long term shareholder value by growing
organically and through prudent, selective acquisition in due
course. To support organic growth we plan to re-invest capital in
our business. We are currently modernising and improving our HR and
marketing functions as described further in the strategy section
below.
We intend to operate with a leverage up to 2.0x, unless
immediately following an acquisition, which provides substantial
headroom compared to our current facilities limit of 3.0x. The full
year dividend represents 58% (2016: 59%) of adjusted basic earnings
per share. Prior to 2015 the dividend pay-out ratio was less than
40%. The Board's view is that the current ratio is too high and
future pay-out should be more in line with this previous norm.
Considering the above, whilst the Board has no current intention of
reducing the future full year dividend, increases are only likely
when earnings grow and the pay-out ratio is at or around this
level.
Markets and trading
Built and Natural Environment-Europe
2016 at constant
2017 2016 currency
----------------------- ------- ------- --------------------
Fee income (GBPm) 287.6 269.0 275.0
Segment profit
* (GBPm) 37.0 35.1 35.7
Margin (%) 12.9 13.1 13.0
* after reorganisation costs: 2017 GBPnil, 2016 GBP0.5m
Market conditions were generally good for all our businesses.
Our planning and development businesses in UK and Ireland benefited
both from good market conditions and client confidence in respect
of both private sector development as well as public infrastructure
projects. However, this business suffered from a troubled
engineering design project. The project incurred a loss of GBP2.1m
in the year. Our water business, which has a strong market
presence, traded particularly well in what is the historically
strong mid period of the current Asset Management Plan regulatory
cycle. Our other operationally focussed businesses, in the
Netherlands and our environmental and risk management businesses in
the UK also traded well. In Norway we have two leading project
management businesses. In total they grew year-on-year and
progressed their integration that impacted results in the second
half of the year.
The UK decision to leave the EU could cause disruption to
activities if clients decide to change their investment plans. We
are seeing little sign of this yet. Subject to market conditions
remaining supportive this business is capable of further growth in
2018.
Built and Natural Environment-NA
2016 at constant
2017 2016 currency
------------------------ ------- ------ ---------------------
Fee income (GBPm) 76.2 65.4 67.9
Segment profit
* (GBPm) 8.3 7.9 8.3
Margin (%) 10.9 12.0 12.2
* after reorganisation costs: 2017 GBP0.2m, 2016 GBP0.3m
The strong economic fundamentals of the US market supported fee
growth in our infrastructure and our environmental risk business.
Our ocean science business, which is oil and gas exposed, benefited
from an increase in activity in the second half. However, margins
remain under duress from increased cost pressure and were adversely
impacted by Hurricane Harvey that led to some lost productivity in
our businesses in Texas. Generally good market conditions will be
supportive in 2018 although the cost of investment in people will
temper growth.
Energy
2016 at constant
2017 2016 currency
------------------------ ------- ------ ---------------------
Fee income (GBPm) 65.4 71.5 72.7
Segment profit
* (GBPm) 6.4 5.4 5.4
Margin (%) 9.7 7.5 7.4
* after reorganisation costs: 2017 GBP0.4m, 2016 GBP3.6m
We provide internationally recognised consultancy services to
the oil and gas industry from bases in the UK, US and Canada. We
continued to match our costs to our workload whilst retaining
multi-disciplinary capability. In 2017 we reversed GBP1.8m of
debtor provisions (2016 GBP4.2m).
Although fees declined in 2017 our profits appear to have
stabilised. Nevertheless, our Energy business performed less well
than we expected at the start of the year and as previously
mentioned the Board concluded that an impairment of its goodwill
was appropriate. Energy has been a significant contributor to Group
performance since we entered this market in 2003. We remain
committed to the oil and gas market and have a strategic aim of
revitalising our Energy business in oil and gas and in the broader
energy market.
Markets remained difficult throughout the year although the rise
in oil price in the second half of the year suggests that activity
levels in our key upstream sectors may not decline any further and
some fee growth is possible. A similar level of provision reversals
is unlikely therefore profit growth is uncertain.
Australia Asia Pacific
2016 at constant
2017 2016 currency
----------------------- -------- ------- --------------------
Fee income (GBPm) 135.0 130.1 138.7
Segment profit
* (GBPm) 15.3 14.2 15.1
Margin (%) 11.3 10.9 10.9
* after reorganisation costs: 2017 GBP0.6m, 2016 GBP1.2m
The reduction in fees on a constant currency basis was due
mainly to a reduced level of activity at our oil and gas related
businesses in Western Australia. Government infrastructure and land
development markets were buoyant and provided good workload for
most of our East coast businesses. Our project management business
performed well benefiting from an active Australian defence sector.
In the second half we provided GBP0.6m in respect of a loss making
"gain share/pain share" project. The energy and resources sectors,
mainly serviced by our west coast businesses, continued to
struggle.
Market conditions in non-resource markets are generally good in
our east coast businesses. However, our smaller west coast
businesses face weak resource markets. Overall, this business is
capable of further growth in 2018.
Strategy
Significant work has been undertaken in developing Group
strategy. Our growth will be driven by an increased focus on
organic performance coupled with targeted and complimentary
acquisitions. We intend to deliver long term shareholder value and
have an ambition to return to the FTSE 250. We have set ourselves
five strategic priorities in pursuit of this ambition.
A key priority is to be rated by our people as a great place to
do great work. Our staff turnover has been historically higher than
we would like. We are therefore investing in our HR function,
including the creation of a new role as Group People Director and
will roll out best practices throughout the Group.
RPS offers a tremendous range of services and benefits would be
derived from presenting the Group to our markets and internally in
a more coherent, interconnected and consistent manner. We need to
convey a clear sense of our identity and our behaviours. We have
recently appointed a Group Marketing Director, a new role for the
Group.
Better connectivity between our business drives revenue. A
priority is to improve that connectivity across sectors where we
have deep expertise and capability.
The USA is our largest single market for the services we offer.
We have had a strong North American business for some years but
recognise that it can be better and stronger still. It is the
intention to further increase our presence in North America by
making carefully targeted acquisitions in sectors in which we have
strength and have familiarity.
Our final priority is to revitalise our international oil and
gas business in which RPS has a very strong reputation as an
independent professional advisor and service provider. The collapse
in the oil price has challenged our business in recent years but we
intend to reinvigorate it and develop a leading, global and
innovative energy business in oil and gas and in the broader energy
market.
Group prospects
The Board anticipates further growth in 2018. Trading conditions
in our markets other than Energy are generally good. Our investment
in strategic priorities will drive performance in 2019 and beyond.
Our strong cash flow and reduced leverage will enable us to make
carefully targeted acquisitions to deepen the services we offer
clients. The new strategic priorities provide a foundation to build
on its strong existing platform and deliver long term shareholder
value.
Board of Directors
RPS Group plc
1 March 2018
Consolidated income statement
Notes year ended year ended
31 31
December December
GBP000's 2017 2016
------------------------------------------ ----- ---------- ----------
Revenue 3 630,636 594,471
2,
Recharged expenses 3 (68,316) (60,175)
------------------------------------------ ----- ---------- ----------
2,
Fee income 3 562,320 534,296
Operating profit before amortisation
and impairment of acquired intangibles 2,
and transaction related costs 3 58,467 55,877
------------------------------------------ ----- ---------- ----------
Amortisation and impairment of
acquired intangibles and transaction
related costs 4 (55,541) (17,890)
------------------------------------------ ----- ---------- ----------
Operating profit 2,926 37,987
Finance costs 5 (4,639) (5,331)
Finance income 5 113 158
------------------------------------------ ----- ---------- ----------
Profit before tax, amortisation
and impairment of acquired intangibles
and transaction related costs 2 53,941 50,704
(Loss)/profit before tax (1,600) 32,814
Tax expense 6 (15,072) (7,733)
------------------------------------------ ----- ---------- ----------
(Loss)/profit for the year attributable
to equity
holders of the parent (16,672) 25,081
========================================== ===== ========== ==========
Basic (loss)/earnings per share
(pence) 7 (7.52) 11.35
Diluted (loss)/earnings per share
(pence) 7 (7.47) 11.29
Adjusted basic earnings per share 2,
(pence) 7 17.13 16.60
Adjusted diluted earnings per 2,
share (pence) 7 17.01 16.51
------------------------------------------ ----- ---------- ----------
Consolidated statement of comprehensive income
year ended year ended
31 31
December December
GBP000's 2017 2016
------------------------------------------------------ ---------- ----------
(Loss)/profit for the year (16,672) 25,081
Exchange differences* (5,867) 41,429
Actuarial gains and losses on re-measurement of
defined benefit pension liability (66) (261)
Tax on re-measurement of defined benefit pension
liability 15 65
Total recognised comprehensive (loss)/income for
the year attributable to equity holders of the
parent (22,590) 66,314
------------------------------------------------------ ---------- ----------
* may be reclassified to profit or loss in accordance
with IFRS
Consolidated balance sheet
as at as at
31 December 31 December
GBP000's Notes 2017 2016
------------------------------ ----- ------------ ------------
Assets
Non-current assets:
Intangible assets 395,730 455,508
Property, plant and
equipment 28,344 28,448
Deferred tax asset 3,312 5,953
------------------------------ ----- ------------ ------------
427,386 489,909
------------------------------- ----- ------------ ------------
Current assets:
Trade and other receivables 8 169,755 165,604
Cash at bank 15,588 16,503
------------------------------ ----- ------------ ------------
185,343 182,107
------------------------------- ----- ------------ ------------
Liabilities
Current liabilities:
Borrowings 10 212 36
Deferred consideration 12 1,608 13,376
Trade and other payables 9 123,406 125,165
Corporation tax liabilities 3,415 4,472
Provisions 2,953 1,809
------------------------------- ----- ------------ ------------
131,594 144,858
------------------------------- ----- ------------ ------------
Net current assets 53,749 37,249
------------------------------- ----- ------------ ------------
Non-current liabilities:
Borrowings 96,008 99,886
Deferred consideration 12 148 1,634
Other payables 2,543 2,496
Deferred tax liability 8,340 10,045
Provisions 4,312 1,790
------------------------------- ----- ------------ ------------
111,351 115,851
------------------------------- ----- ------------ ------------
Net assets 369,784 411,307
------------------------------- ----- ------------ ------------
Equity
Share capital 6,745 6,703
Share premium 117,790 114,353
Retained earnings 205,143 249,353
Merger reserve 21,256 21,256
Employee Trust (8,602) (13,677)
Translation reserve 27,452 33,319
Total shareholders'
equity 369,784 411,307
------------------------------ ----- ------------ ------------
Consolidated cash flow statement
year year
ended 31 ended 31
December December
GBP000's Notes 2017 2016
------------------------------------- ----- --------- ---------
Net cash from operating activities 11 43,744 62,277
Cash flows from investing
activities:
Purchases of subsidiaries
net of cash acquired - (6,557)
Deferred consideration (12,879) (23,672)
Purchase of property, plant
and equipment (8,651) (8,130)
Proceeds from sale of business 234 -
Proceeds from sale of property,
plant and equipment 221 225
Net cash used in investing
activities (21,075) (38,134)
------------------------------------- ----- --------- ---------
Cash flows from financing
activities:
Costs of issue of share capital (8) (5)
Proceeds from issue of share
capital 382 -
Repayment of bank borrowings (1,424) (6,921)
Payment of finance lease
liabilities (36) (47)
Dividends paid (22,007) (21,613)
Payment of pre-acquisition
dividend - (850)
------------------------------------- ----- --------- ---------
Net cash used in financing
activities (23,093) (29,436)
------------------------------------- ----- --------- ---------
Net decrease in cash and
cash equivalents (424) (5,293)
Cash and cash equivalents
at beginning of year 16,503 17,322
Effect of exchange rate fluctuations (703) 4,474
------------------------------------- ----- --------- ---------
Cash and cash equivalents
at end of year 15,376 16,503
------------------------------------- ----- --------- ---------
Cash and cash equivalents
comprise:
Cash at bank 11 15,588 16,503
Bank overdraft 11 (212) -
------------------------------------- ----- --------- ---------
Cash and cash equivalents
at end of year 15,376 16,503
------------------------------------- ----- --------- ---------
Consolidated statement of changes in equity
Share Share Retained Merger Employee Translation Total
capital premium earnings reserve trust reserve equity
------------------------- --------- --------- ---------- --------- --------- ------------ ---------
At 1 January 2016 6,667 112,026 244,648 21,256 (11,997) (8,110) 364,490
Profit for the year - - 25,081 - - - 25,081
Other comprehensive
income - - (196) - - 41,429 41,233
------------------------- --------- --------- ---------- --------- --------- ------------ ---------
Total comprehensive
income for the year - - 24,885 - - 41,429 66,314
Issue of new ordinary
shares 36 2,327 (688) - (1,680) - (5)
Share based payment
expense - - 2,184 - - - 2,184
Tax recognised directly
in equity - - (63) - - - (63)
Dividends paid - - (21,613) - - - (21,613)
------------------------- --------- --------- ---------- --------- --------- ------------ ---------
At 31 December 2016 6,703 114,353 249,353 21,256 (13,677) 33,319 411,307
Loss for the year - - (16,672) - - - (16,672)
Other comprehensive
income - - (51) - - (5,867) (5,918)
------------------------- --------- --------- ---------- --------- --------- ------------ ---------
Total comprehensive
income for the year - - (16,723) - - (5,867) (22,590)
Issue of new ordinary
shares 42 3,437 (1,352) - (1,753) - 374
Share based payment
expense - - 2,700 - - - 2,700
Transfer on release
of shares - - (6,828) - 6,828 - -
Dividends paid - - (22,007) - - - (22,007)
------------------------- --------- --------- ---------- --------- --------- ------------ ---------
At 31 December 2017 6,745 117,790 205,143 21,256 (8,602) 27,452 369,784
========================= ========= ========= ========== ========= ========= ============ =========
Notes to the results
1. Basis of preparation
The financial information attached has been extracted from the
audited financial statements for the year ended 31 December 2017
which have been prepared under International Financial Reporting
Standards (IFRS) adopted by the EU and IFRIC interpretations issued
and effective at the time of preparing those financial
statements.
During the year, the Group has applied IAS 7 (amended), IAS 12
(amended) and the amendments to IFRS 12 included in the Annual
Improvements to IFRS 2012 - 2014 cycle. Their adoption has not had
a material impact on the disclosures or amounts reported in these
accounts. Otherwise the Group has prepared these accounts on the
same basis as the 2016 Report and Accounts.
2. Alternative performance measures
Throughout this document the Group presents various non-GAAP
performance measures ('alternative performance measures'). The
measures presented are those adopted by the Chief Operating
Decision Maker and analysts who follow us in assessing the
performance of the business.
Group Profit and earnings measures
PBTA
Profit before tax and amortisation and impairment of acquired
intangibles and transaction related costs (PBTA) is used by the
Board to monitor and measure the trading performance of the Group.
It excludes certain items which the Board believes distort the
trading performance of the Group. These items are either
acquisition and disposal related or they are non-cash items.
Delivering the Group's strategy includes investment in selected
acquisitions that enhance the depth and breadth of services that
the Group offers in the territories in which it operates. In
addition, from time to time the Group chooses to exit a particular
market or service offering because it is not offering the desired
returns. By excluding acquisition and disposal related items from
PBTA, the Board has a clear and consistent view of the performance
of the Group and is able to make informed operational decisions to
support its strategy.
Accordingly, transaction related costs including costs of
acquisition and disposal, losses on the closure of businesses and
amortisation and impairment of intangible assets are excluded from
the Group's preferred performance measure, PBTA.
Items are treated consistently year-on-year, and these
adjustments are also consistent with the way that performance is
measured under the Group's incentive plans and its banking
covenants.
Operating profit before amortisation and impairment of acquired
intangible assets is a derivative of PBTA. A reconciliation is
shown below.
GBP000s 2017 2016
----------------------------------------------------- -------- -------
(Loss) / profit before tax (1,600) 32,814
Amortisation and impairment of acquired
Add: intangibles and transaction related costs 55,541 17,890
----------------------------------------------------- -------- -------
PBTA 53,941 50,704
Add: Net finance costs 4,526 5,173
----------------------------------------------------- -------- -------
Operating profit before amortisation and
impairment of acquired intangibles and transaction
related costs 58,467 55,877
============================================================ ======== =======
Adjusted profit attributable to ordinary shareholders
It follows that the Group uses adjusted profit attributable to
ordinary shareholders as the input to its adjusted EPS measures.
Again, this profit measure excludes amortisation of acquired
intangibles and transaction related costs, but is an after tax
measure.
GBP000s 2017 2016
------------------------------------------------ --------- --------
(Loss) / profit attributable to equity holders
of the parent (16,672) 25,081
Amortisation and impairment of acquired
Add: intangibles and transaction related costs 55,541 17,890
Tax on amortisation and impairment of acquired
Deduct: intangibles and transaction related costs (885) (6,292)
------------------------------------------------ --------- --------
Adjusted profit attributable to equity holders
of the parent 37,984 36,679
========================================================== ========= ========
Constant currency
The Group generates revenues and profits in various territories
and currencies because of its international footprint. Those
results are translated on consolidation at the foreign exchange
rates prevailing at the time. These exchange rates vary from year
to year, so the Group presents some of its results on a constant
currency basis. This means that the prior year's results have been
retranslated using current year exchange rates. This eliminates the
effect of exchange from the year on year comparison of results. The
difference between the reported numbers and the constant currency
numbers is the constant currency effect.
Constant
currency 2016 at constant
GBP000s 2016 effect currency
------------------- -------- ---------- -----------------
Revenue 594,471 20,358 614,829
Fee income 534,296 18,248 552,544
PBTA 50,704 1,713 52,417
Profit before tax 32,814 854 33,668
Segment profit and underlying profit
Segment profit is presented in our segmental disclosures. This
excludes the effects of financing and amortisation which are
metrics outside of the control of segment management. It also
excludes unallocated costs. Segment profit is then adjusted by
excluding the costs of reorganisation to give underlying profit for
the segment. This reflects the underlying trading of the business.
A reconciliation between segment profit and operating profit is
given in note 3.
Reorganisation costs
This classification comprises costs and income arising as a
consequence of reorganisation such as redundancy costs, profit or
loss on disposal of plant, property and equipment, the costs of
consolidating office space and rebranding costs.
Unallocated expenses
Certain central costs are not allocated to the segments because
they predominantly relate to the stewardship of the Group. They
include the costs of the main board and the Group finance and
marketing functions and related IT costs.
Revenue measures
The Group disaggregates revenue into Fee Income and Recharged
Expenses. This provides insight into the performance of the
business and our productive output. This is reconciled on the face
of the income statement. Fee income by segment is reconciled in
note 3.
Cash flow measures
EBITDAS
EBITDAS is operating profit adjusted by adding back non-cash
expenses, tax and financing costs. The adjustments include
interest, tax, depreciation, amortisation and impairment and
transaction related costs and share scheme costs. This generates a
cash-based operating profit figure which is the input into the cash
flow statement. A reconciliation between Operating Profit and
EBITDAS is given in note 11.
Conversion of profit into cash
A key measure of the Group's cash generation is the conversion
of profit into cash. This is the cash generated from operations
divided by EBITDAS expressed as a percentage. This metric is used
as a measure against which the Group's long and short term
performance incentive schemes are judged and reflects how much of
the Group's profit has been collected as cash in the year.
Net bank borrowings
Net bank borrowings is the total of cash and cash equivalents,
interest bearing bank loans and finance leases. This measure gives
the external indebtedness of the Group, and is an input into the
leverage calculations. This is reconciled in note 11.
Leverage
Leverage is the ratio of net bank borrowings plus deferred
consideration to annualised EBITDAS and is one of the financial
covenants included in our bank facilities.
Tax measures
We report one adjusted tax measure, which is the tax rate on
PBTA ("adjusted effective tax rate"). This is the tax charge
applicable to PBTA as a percentage of PBTA and is set out in note
6.
3. Business segments
The business segments of the Group are as follows:
Built and Natural Environment ("BNE") - consultancy services to
many aspects of the property and infrastructure development and
management sectors. These include: environmental assessment,
project management, the management of water resources,
oceanography, health and safety, risk management, town and country
planning, building, landscape and urban design, surveying and
transport planning. Consulting services are provided on a regional
basis in Europe and North America which represent separate
segments.
Energy - the provision of integrated technical, commercial and
project management support and training in the fields of
geoscience, engineering and health, safety and environment, on a
global basis mainly to the oil and gas sector.
Australia Asia Pacific ("AAP") - in the AAP region there is a
single team that manages the BNE and Energy services that we
provide in that region. The results of this region are maintained
separately for performance and allocation of resources purposes.
Accordingly, the results of this business are reported as a
separate segment.
Segment results for the year ended 31 December 2017
GBP000's Fee income Recharged Intersegment External
expenses revenue revenue
--------------------- ------------- ------------- --------------- -----------
BNE - Europe 287,574 43,190 (1,246) 329,518
BNE - North America 76,160 1,989 (265) 77,884
Energy 65,407 11,100 (470) 76,037
AAP 135,025 12,556 (384) 147,197
Group eliminations (1,846) (519) 2,365 -
--------------------- ------------- ------------- --------------- -----------
Total 562,320 68,316 - 630,636
--------------------- ------------- ------------- --------------- -----------
Underlying Reorganisation Segment
GBP000's Profit Costs Profit
--------------------- ----------- --------------- --------
BNE - Europe 37,048 - 37,048
BNE - North America 8,542 (208) 8,334
Energy 6,801 (441) 6,360
AAP 15,832 (562) 15,270
Total 68,223 (1,211) 67,012
--------------------- ----------- --------------- --------
Segment results for the year ended 31 December 2016
GBP000's Fee income Recharged Intersegment External
expenses revenue revenue
--------------------- ------------- ------------- ----------------- -----------
BNE - Europe 269,029 36,166 (714) 304,481
BNE - North America 65,382 6,398 (160) 71,620
Energy 71,490 9,327 (485) 80,332
AAP 130,140 8,439 (541) 138,038
Group eliminations (1,745) (155) 1,900 -
--------------------- ------------- ------------- ----------------- -----------
Total 534,296 60,175 - 594,471
--------------------- ------------- ------------- ----------------- -----------
Segment
GBP000's Underlying Reorganisation profit
profit costs
--------------------- ------------- ------------- -----------------
BNE - Europe 35,598 (460) 35,138
BNE - North America 8,156 (305) 7,851
Energy 8,989 (3,603) 5,386
AAP 15,481 (1,246) 14,235
--------------------- ------------- ------------- -----------------
Total 68,224 (5,614) 62,610
--------------------- ------------- ------------- -----------------
Group reconciliation
GBP000's 2017 2016
----------------------------------------------------- --------- ---------
Revenue 630,636 594,471
Recharged expenses (68,316) (60,175)
----------------------------------------------------- --------- ---------
Fee income 562,320 534,296
----------------------------------------------------- --------- ---------
Underlying profit 68,223 68,224
Reorganisation costs (1,211) (5,614)
----------------------------------------------------- --------- ---------
Segment profit 67,012 62,610
Unallocated expenses (8,545) (6,733)
----------------------------------------------------- --------- ---------
Operating profit before amortisation and impairment
of acquired intangibles and transaction related
costs 58,467 55,877
Amortisation and impairment of acquired intangibles
and transaction related costs (55,541) (17,890)
----------------------------------------------------- --------- ---------
Operating profit 2,926 37,987
Finance costs (4,526) (5,173)
(Loss)/profit before tax (1,600) 32,814
----------------------------------------------------- --------- ---------
The table below shows revenue and fees to external customers
based upon the country from which billing took place:
Revenue Fee income
------------------ ------------------
GBP000's 2017 2016 2017 2016
-------- -------- -------- --------
UK 232,490 220,053 193,183 186,939
Australia 144,694 134,935 132,200 126,366
USA 98,957 91,705 93,901 83,486
Norway 73,217 69,528 71,804 68,129
Netherlands 36,180 31,759 30,148 26,803
Ireland 28,805 27,190 26,641 24,585
Canada 12,461 15,172 10,624 13,927
Other 3,832 4,129 3,819 4,061
------------- -------- -------- -------- --------
Total 630,636 594,471 562,320 534,296
------------- -------- -------- -------- --------
4. Amortisation and impairment of acquired intangibles and transaction related costs
year ended year ended
31 Dec 31 Dec
GBP000's 2017 2016
-------------------------------------- ----------- -----------
Amortisation of acquired intangibles 12,804 17,470
Impairment of goodwill 40,024 -
Loss on sale of business 2,695 -
Adjustments to consideration
payable - 187
Transaction costs 18 233
Total 55,541 17,890
-------------------------------------- ----------- -----------
Impairment of acquired intangibles
The Group has recognised impairment charges of GBP33,420,000 in
respect of goodwill allocated to its Energy EAME cash generating
unit ("CGU") group and GBP6,604,000 in respect of goodwill
allocated to its Energy NA CGU group. Energy EAME and NA performed
close to budget during the first half of 2017 and whilst trading
improved in the second half it was lower than expected despite the
increased oil price. The Board has considered the prospects for the
oil industry and the potential demand for our services and consider
them to be lower in the longer term than at the last review.
Accordingly, our impairment review at the year-end incorporated a
lower forecast for cash generation than previously, which has
resulted in the goodwill impairment.
We remain committed to the oil and gas sector and have a
strategic objective to develop a leading, global and innovative
energy business in oil and gas and the broader energy market.
When goodwill was assessed for impairment at the end of 2016 our
Energy business was treated as a single CGU group. For part of
2017, the Energy businesses in Europe and North America were
managed separately (reporting as part of those respective regional
segments). Consequently, the goodwill allocated to the Energy CGU
group was split into amounts allocated to Energy North America and
Energy EAME. No impairment would have arisen at the end of 2016 had
this split already occurred when the 2016 impairment testing was
undertaken.
The recoverable amounts of the Energy EAME and Energy North
America CGU groups were calculated using value in use. Those
recoverable amounts are: GBP11,327,000 for Energy EAME and
GBP15,556,000 for Energy North America. The pre-tax discount rates
used to value the two CGU groups were 16.1% for Energy EAME and
12.9% for Energy North America.
Loss on sale of business
On 29 December 2017, the Group disposed of the trade and certain
assets of its pipeline approval business in Canada. The sale
proceeds were C$395,000 (GBP233,000). The loss on disposal includes
a lease which has become onerous since we no longer are able to
make economic use of the building in which the land staff were
based.
5. Net financing costs
year ended year ended
31 Dec 31 Dec
GBP000's 2017 2016
------------------------------------ ----------- -----------
Finance costs:
Interest on loans, overdraft
and finance leases (3,952) (3,982)
Amortisation of prepaid financing
costs (383) (359)
Interest on deferred consideration (304) (990)
------------------------------------ ----------- -----------
(4,639) (5,331)
Finance income:
Deposit interest receivable 113 158
------------------------------------ ----------- -----------
Net financing costs (4,526) (5,173)
------------------------------------ ----------- -----------
6. Income taxes
Analysis of the tax expense/(credit) in the income statement for
the year:
year ended year ended
31 Dec 31 Dec
GBP000's 2017 2016
------------------------------------------ ----------- -----------
Current tax:
UK corporation tax 3,750 3,115
Overseas tax 9,603 7,297
Adjustments in respect of prior years 1,422 (49)
------------------------------------------ ----------- -----------
14,775 10,363
Deferred tax:
Origination and reversal of temporary
differences (722) (2,589)
Effect of change in tax rate 2,278 (223)
Adjustments in respect of prior years (1,259) 182
------------------------------------------ ----------- -----------
297 (2,630)
Tax expense for the year 15,072 7,733
------------------------------------------ ----------- -----------
In addition to the amount charged to the income statement, the
following items related to tax have been recognised:
Deferred tax credit in other comprehensive
income (15) (65)
Deferred tax expense in equity for the
year - 63
-------------------------------------------- ----- -----
The effective tax rate for the year on profit before tax was
significantly distorted by the impairment of goodwill which was not
deductible for tax purposes. When the impact of this is excluded
the tax rate was 39.2%. The effective tax rate for the year on PBTA
is 29.6% (2016: 27.7%) as shown in the table below:
GBP000's 2017 2016
------------------------------------------------ --------- -------
Total tax expense in Income Statement 15,072 7,733
Add back:
Tax on amortisation and impairment of
acquired intangibles and transaction
related costs 885 6,292
Adjusted tax charge on the (loss)/profit
for the year 15,957 14,025
PBTA 53,941 50,704
Adjusted effective tax rate 29.6% 27.7%
------------------------------------------------ --------- -------
Tax rate impact of amortisation and impairment
of acquired intangibles and transaction
related costs (971.6)% (4.1%)
Statutory effective tax rate (942.0)% 23.6%
The Group operates in and is subject to tax in many
jurisdictions. The weighted average tax rate is derived by
weighting the rates in those jurisdictions by the profit before tax
earned there. It is sensitive to the statutory tax rates that apply
in each jurisdiction and the geographic mix of profits. The
statutory tax rates in our main jurisdictions were UK 19.25% (2016:
20.0%), Australia 30% (2016: 30%), US 38% (2016: 39%).
The weighted average tax rate excluding the impact of goodwill
which was not deductible for tax purposes increased to 26.1% in
2017 (2016: 25.1%). This increase was due to greater proportions of
tax arising in Australia and the US, which are taxed at high rates,
and a lower proportion in the UK which is taxed at lower rates.
The actual tax charge differs from the weighted average tax
charge for the reasons set out in the following reconciliation:
GBP000's 2017 2016
---------------------------------------------- -------- --------
(Loss)/profit before tax (1,600) 32,814
Add back: impairment of goodwill 40,024 -
---------------------------------------------- -------- --------
Profit before tax and impairment of goodwill 38,424 32,814
---------------------------------------------- -------- --------
Tax at the weighted average rate of 26.1%
(2016: 25.1%) 10,031 8,240
Effect of:
Irrecoverable withholding tax suffered 1,619 1,190
Impact of intercompany financing (581) (1,664)
Effect of change in tax rates 2,424 (223)
US repatriation tax 209 -
Canada losses not recognised 795 -
Adjustments in respect of prior years 163 133
Other differences 412 57
Total tax expense for the year 15,072 7,733
---------------------------------------------- -------- --------
The Group operates, mainly through our oil and gas exposed
businesses, in jurisdictions that impose withholding taxes on
revenue earned in those jurisdictions. This tax may be off-set
against domestic corporation tax either in the current year or in
the future within certain time limits. To the extent that full
recovery is not achieved in the current year or is not considered
possible in future years the withholding tax is charged to the
income statement. The impact of irrecoverable withholding tax
suffered increased in 2017 as more work was undertaken in these
jurisdictions.
The impact of intercompany financing relates to the funding of
US operations from the UK. In response to the OECD's Base Erosion
and Profit Shifting project (BEPS) the UK introduced new
legislation which reduced the impact in 2017. The reduction in the
US Federal tax rate from 35% to 21% that applies from 1 January
2018 will further reduce the impact in future periods.
From 1 January 2018 the US Federal tax rate reduced from 35% to
21% and the Norwegian tax rate reduced from 24% to 23%. These
changes have resulted in an income statement charge arising
principally from the reduction in the balance sheet carrying value
of deferred tax assets relating to the amortisation of intangible
assets.
Following US tax reform that was enacted in December 2017,
undistributed profits of US subsidiaries become taxable at rates
between 8.0% and 15.5%. The charge is not recurring and future US
subsidiary profits will not be taxable.
In Canada, no benefit has been recognised for the losses arising
on the disposal of the pipeline approval business as it is
uncertain that they will be utilised.
Adjustments in respect of prior years arise when amounts of tax
due calculated when tax returns are submitted differ from those
estimated at the year end.
Other differences include expenses not deductible for tax
purposes such as entertaining, share scheme charges, depreciation
of property, plant and equipment which do not qualify for capital
allowances and transaction related costs. They also include items
that are deductible for tax purposes, such as goodwill and other
asset amortisation, but are not included in the income statement.
The other differences increased in 2017 as it included the impact
of higher non-deductible transaction costs and 2016 was reduced by
foreign exchange movement.
7. Earnings per share
The calculations of basic and diluted earnings per share were
based on the profit attributable to ordinary shareholders and a
weighted average number of ordinary shares outstanding during the
related period as shown in the table below:
year ended year ended
31 Dec 31 Dec
GBP000's / 000's 2017 2016
---------------------------------------------- ---------- ----------
(Loss)/profit attributable to equity holders
of the parent (16,672) 25,081
Weighted average number of ordinary shares
for the purposes of basic earnings per share 221,804 220,977
Effect of employee share schemes 1,479 1,237
---------------------------------------------- ---------- ----------
Diluted weighted average number of ordinary
shares 223,283 222,214
Basic (loss)/earnings per share (pence) (7.52) 11.35
Diluted (loss)/earnings per share (pence) (7.47) 11.29
The directors consider that earnings per share before
amortisation and impairment of acquired intangibles and transaction
related costs provides a more consistent measure of the Group's
performance than statutory earnings per share. The calculations of
adjusted earnings per share were based on the number of shares as
above and are shown in the table below:
year ended year ended
31 Dec 31 Dec
GBP000's 2017 2016
----------------------------------------------------- ----------- -----------
(Loss)/profit attributable to equity holders
of the parent (16,672) 25,081
Amortisation and impairment of acquired intangibles
and transaction related costs (note 4) 55,541 17,890
Tax on amortisation and impairment of acquired
intangibles and transaction related costs (885) (6,292)
Adjusted profit attributable to equity holders
of the parent 37,984 36,679
----------------------------------------------------- ----------- -----------
Adjusted basic earnings per share (pence) 17.13 16.60
Adjusted diluted earnings per share (pence) 17.01 16.51
8. Trade and other receivables
Trade and other receivables comprise the following balances:
GBP000's 31 Dec 2017 31 Dec 2016
----------------------------------- ------------ ------------
Trade receivables 114,653 118,664
Accrued income 39,001 33,294
Prepayments 10,568 9,536
Other receivables 5,533 4,110
----------------------------------- ------------ ------------
Total trade and other receivables 169,755 165,604
----------------------------------- ------------ ------------
Trade receivables and accrued income net of provision for
impairment are shown below:
GBP000's 31 Dec 2017 31 Dec 2016
-------------------------- ------------ ------------
Trade receivables 119,500 124,702
Provision for impairment (4,847) (6,038)
-------------------------- ------------ ------------
Trade receivables net 114,653 118,664
-------------------------- ------------ ------------
GBP000's 31 Dec 2017 31 Dec 2016
-------------------------- ------------ ------------
Accrued income 44,757 37,710
Provision for impairment (5,756) (4,416)
-------------------------- ------------ ------------
Accrued income net 39,001 33,294
-------------------------- ------------ ------------
All amounts shown under trade and other receivables fall due
within one year.
The carrying value of trade and other receivables is considered
a reasonable approximation of fair value due to their short term
nature and the provisions for impairment recorded against them. The
individually impaired balances mainly relate to items under
discussion with customers.
Certain trade receivables are past due but have not been
impaired. These relate to customers where we have no concerns over
the recovery of the amount due. The age of financial assets past
due but not impaired are as follows:
GBP000's 31 Dec 2017 31 Dec 2016
---------------------------- ------------ ------------
Not more than three months 10,740 10,201
More than three months 10,558 11,735
---------------------------- ------------ ------------
Total overdue 21,298 21,936
---------------------------- ------------ ------------
Movements in impairment:
GBP000's Trade receivables Accrued income Total
------------------------ ------------------ --------------- --------
As at 1 January 2017 6,038 4,416 10,454
Impairment charge 2,445 5,153 7,598
Reversal of provisions (2,417) (1,426) (3,843)
Receivables written
off during the year
as uncollectible (1,161) (2,354) (3,515)
Exchange differences (58) (33) (91)
------------------------ ------------------ --------------- --------
As at 31 December 2017 4,847 (5,756) 10,603
------------------------ ------------------ --------------- --------
GBP000's Trade receivables Accrued income Total
------------------------------- ------------------ --------------- --------
As at 1 January 2016 10,875 3,572 14,447
Impairment charge 2,155 3,443 5,598
Reversal of provisions (6,449) (1,360) (7,809)
Receivables written
off during the year
as uncollectible (1,076) (1,550) (2,626)
Additions through acquisition 255 - 255
Exchange differences 278 311 589
------------------------------- ------------------ --------------- --------
As at 31 December 2016 6,038 4,416 10,454
------------------------------- ------------------ --------------- --------
The maximum exposure to credit risk at the reporting date is the
carrying amount of each class of receivable mentioned above.
9. Trade and other payables
GBP000's 31 Dec 2017 31 Dec 2016
----------------------------------- ------------ ------------
Trade payables 34,838 33,825
Accruals 41,026 42,039
Deferred income 22,199 24,389
Creditors for taxation and social
security 18,909 17,850
Other payables 6,434 7,062
----------------------------------- ------------ ------------
Total trade and other payables 123,406 125,165
----------------------------------- ------------ ------------
All amounts shown under trade and other payables fall due for
payment within one year. The carrying values of trade and other
payables are considered to be a reasonable approximation of fair
value due to the short term nature of these liabilities.
10. Borrowings
GBP000's 31 Dec 2017 31 Dec 2016
---------------------------------------- ------------ ------------
Bank loans 41,457 43,312
US loan notes 55,185 57,571
Bank overdraft 212 -
---------------------------------------- ------------ ------------
Total bank loans, notes and overdrafts 96,854 100,883
Finance lease creditor - 36
Arrangement fees (634) (997)
---------------------------------------- ------------ ------------
Total borrowings 96,220 99,922
---------------------------------------- ------------ ------------
The bank loans, notes and overdrafts are repayable as
follows:
GBP000's 31 Dec 2017 31 Dec 2016
---------------------------- ------------ ------------
Amounts due for settlement 212 -
within 12 months
In the third to fifth
years inclusive 96,642 100,883
Total 96,854 100,883
---------------------------- ------------ ------------
The principal features of the Group's borrowings are as
follows:
i) an uncommitted GBP3,000,000 bank overdraft facility,
repayable on demand.
ii) an uncommitted Australian Dollar denominated overdraft
facility of AUD 1,500,000, repayable on demand.
iii) The Group has one principal bank facility: a multicurrency
revolving credit facility of GBP150,000,000 with Lloyds Bank plc
and HSBC Bank plc, expiring in 2020. Term loans drawn down under
this facility carry interest fixed for the term of the loan equal
to LIBOR (or the currency equivalent) plus a margin determined by
reference to the leverage of the Group.
There were loans drawn totalling GBP41,457,000 at 31 December
2017 (2016: GBP43,312,000).
The facility is guaranteed by the Company and certain
subsidiaries but no security over the Group's assets exists.
iv) In addition, in September 2014 the Group has issued
seven-year non-amortising US private placement notes of $34,070,000
and GBP30,000,000 with fixed interest chargeable at 3.84% and 3.98%
respectively that are repayable on 30 September 2021. They are
guaranteed by the Company and certain subsidiaries but no security
over the Group's assets exists.
The carrying amounts of short term borrowings approximate their
fair values as the impact of discounting is not significant. The
carrying value of our long-term borrowings approximate fair
value.
11. Notes to the consolidated cash flow statement
year ended year
31 Dec ended
31 Dec
GBP000's 2017 2016
---------------------------------------------------- ----------- ---------
Operating profit 2,926 37,987
Adjustments for:
Depreciation 8,417 8,390
Impairment of goodwill 40,024 -
Amortisation of acquired intangibles 12,804 17,470
Consideration fair value adjustments - 187
Share based payment expense 2,700 2,184
Loss on sale of business 2,617 -
Loss on sale of property, plant and equipment 86 537
EBITDAS 69,574 66,755
(Increase)/decrease in trade and other receivables (7,584) 9,522
Increase in trade and other payables 1,521 1,976
---------------------------------------------------- ----------- ---------
Cash generated from operations 63,511 78,253
---------------------------------------------------- ----------- ---------
Interest paid (4,960) (5,077)
Interest received 113 158
Income taxes paid (14,920) (11,057)
---------------------------------------------------- ----------- ---------
Net cash from operating activities 43,744 62,277
---------------------------------------------------- ----------- ---------
The table below provides an analysis of net bank borrowings,
comprising cash and cash equivalents, interest bearing bank loans
and finance leases, during the year ended 31 December 2017:
At 31
At 31 Dec Cash Foreign Prepaid arrange-ment Dec
GBP000's 2016 flow exchange fees 2017
--------------------------- ------------ ------- ----------- ----------------------- ---------
Cash at bank 16,503 (212) (703) - 15,588
Overdrafts - (212) - - (212)
--------------------------- ------------ ------- ----------- ----------------------- ---------
Cash and cash equivalents 16,503 (424) (703) - 15,376
Bank loans (99,886) 1,424 2,818 (364) (96,008)
Finance lease creditor (36) 36 - - -
Net bank borrowings (83,419) 1,036 2,115 (364) (80,632)
--------------------------- ------------ ------- ----------- ----------------------- ---------
The cash balance at 31 December 2017 includes GBP2,917,000
(2016: GBP3,036,000) that is restricted in its use, either as
security or client deposits.
12. Deferred consideration
As at As at
31 Dec 31 Dec
GBP000s 2017 2016
--------------------------------------- --------- ---------
Amount due within one year 1,608 13,376
Amount due between one and two years - 1,625
Amount due between two and five years 26 9
Amount due after five years 122 -
--------------------------------------- --------- ---------
Total deferred consideration 1,756 15,010
--------------------------------------- --------- ---------
13. Dividends
Amounts recognised as distributions during the year:
Year ended Year ended
31 Dec 31 Dec
GBP000s 2017 2016
-------------------------------------------------------- ----------- -----------
Final dividend for the year ended 31 Dec 2016 of 5.08p
(2015: 5.08p) per share 11,308 11,267
Interim dividend for the year ended 31 Dec 2017 of
4.80p (2016: 4.66p) per share 10,699 10,346
22,007 21,613
-------------------------------------------------------- ----------- -----------
Proposed final dividend for the year ended 31 Dec 2017
of 5.08p (2016:5.08p) per share 11,361 11,315
-------------------------------------------------------- ----------- -----------
The proposed final dividend for the year ended 31 December 2017
is subject to approval by the shareholders at the Annual General
Meeting and has not been included as a liability in the financial
statements.
14. Events after the balance sheet date
There were no events arising after the balance sheet date
requiring adjustment to the year end results or disclosure.
15. Auditor's report on Report and Accounts 2017
The financial information set out above does not constitute the
Company's full statutory accounts for the year ended 31 December
2017 for the purposes of section 435 of the Companies Act 2006, but
it is derived from those accounts. The auditors have reported on
those accounts; their report was unqualified, did not draw
attention to any matters by way of emphasis without qualifying
their report and did not contain statements under s498(2) or (3)
Companies Act 2006. Statutory accounts for 2016 have been delivered
to the Registrar of Companies. The auditors have reported on those
accounts; their report was unqualified and did not include an
emphasis of matter statement. The auditor's report did not contain
statements under the Companies Act 2006, s498 (2) or (3).
16. Publication of Report and Accounts 2017
This announcement and a copy of the annual report and accounts
for 2017 have been posted on the Company's website at
www.rpsgroup.com. It is expected that the annual report and
accounts together with notice of the Company's Annual General
Meeting will be posted to shareholders on or before 16 March 2018.
Further copies may be obtained after that date from the Company
Secretary, RPS Group plc, 20 Western Avenue, Milton Park, Abingdon,
Oxfordshire OX14 4SH. Copies of these documents, together with the
form proxy for use at the Company's Annual General Meeting, have or
will be submitted to the Financial Conduct Authority via the
National Storage Mechanism.
17. Risk management
The Group has a well-established and embedded system of internal
control and risk management that is designed to safeguard
shareholders' investment as well as the Group's personnel, assets
and reputation. The principal risks and uncertainties for the Group
are described in the Group's Report and Accounts. These risks
include macro-economic events occurring beyond our control, such as
the effects of the referendum decision for the UK to leave the EU;
a material adverse occurrence preventing the business from
operating, the failure to recruit and retain employees of
appropriate calibre, reputational risk if our project delivery
performance falls short of expectations, failure to comply with
legislation or regulation, failure to integrate acquisitions and
risks related to health, safety and the environment.
Responsibility statement of the Directors in respect of the
Report and Accounts 2017
The Directors confirm that to the best of their knowledge:
- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole;
- the strategic report includes a fair review of the development
and performance of the business and the position of the Company and
the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face; and
- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's performance,
business model and strategy.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BIGDDCGDBGII
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