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Formation Group Plc (FRM)

  Print      Mail a friend       Annual reports

Friday 19 May, 2017

Formation Group Plc

Half-year Report

Formation Group PLC

(“Formation” or the “Group”)

Interim Results for the Six Months ended 28 February 2017

The Group is pleased to announce its interim results for the six months ended 28 February 2017. Formation Group is focused solely on property development and project management providing professional services to its clients within this sector.


  • Revenue from continuing operations of £20.184 million (2016: £10.178 million).
  • Operating profit from continuing operations of £0.048 million (2016: Operating loss £0.084 million).
  • Profit for the financial period of £0.015 million (2016: profit £2.379 million)
  • Cash position as at 28 February 2017 of £1.579 million (31 August 2016 £0.33 million).
  • Final distribution of funds received from the investment in Norwich House profit share agreement.
  • Further completion of the units in the 159-161 Iverson Road development with some revenues realised within the financial period reported and expectations that the remaining units will complete in the current financial year.
  • New profit share agreement entered into on the 28 February 2017 with London (North) Properties Limited (“London (North)”) and Pinacle Developments Limited (“Pinacle”) in relation to a development property at 34 Wembley Hill Road, Wembley.


  • The Group is trading in line with management’s expectations and the Board remains confident about the Group’s prospects for the remainder of the year. 


Formation Group Plc
David Kennedy; Chief Executive Officer
020 7920 7590

NEX Corporate Advisor
Peterhouse Corporate Finance Limited
Fungai Ndoro and Mark Anwyl
0207 469 0930

Chairman’s Statement

I am pleased to report the Group’s results for the six months ended 28 February 2017.

The Group continues to grow its revenue, whilst maintaining profitability, over the period. This has mainly been achieved through increased instructions for our project management services. Furthermore, the Company is confident that the units at the 159-161 Iverson Road development will be sold and contribute to the revenue of the second half of the year. The Group is confident that it can continue to source value enhancing development opportunities.

William O’Dea
Non-Executive Chairman
19 May 2017

Chief Executive Officer’s Report


Revenue for the period was £20.184 million from continuing operations (2016 £10.178 million) and operating profit from continuing operations was £0.048 million (2016 £0.084 million loss).

Revenue for the period is underpinned by an order book with large project management contracts in place.

In line with the Group’s current dividend policy, no interim dividend is being declared. However, the Directors will review the position at the time of the final results for the year ending 31 August 2017.

Project Management Division

-Formation Design & Build Limited

The company is now working on four projects namely two large and two medium sized contracts having completed one project in the period.

-Formation Construction Limited

This company was formed in early 2012, to project manage construction work and at present the company is working on two large contracts having completed three projects in the period.

During the period, the on-going health and safety executive investigation into Formation Construction Limited following

an accident on one its construction sites was still in progress. The directors have no further updates at this stage.

Property Development Division

-Formation Homes (London) Ltd

As previously announced, Formation Homes acquired the development site known as ‘Iverson Road’, using a mixture of development funding and cash from the Group’s resources. The scheme comprises 19 residential units and 1 commercial unit. The Group is pleased to announce that the majority of the units have been sold with the expectations that the remaining units will happen within the current financial year.

Discontinued Operations

-FG Bradford & FG Bristol Ltd

In the prior period Dunbar Assets plc took management of the properties at FG (Bristol) Limited and FG (Bradford) Limited and were actively marketing these with a view to sell.  The properties held in these companies were disposed of on the 2 October 2015 with a positive write back of £1.076 million relating to the loans secured on these properties. These companies were non trading within the financial period.

Risks and Uncertainties

It is important to the board that we continue to provide all our shareholders with a balanced view of the business including its risks and uncertainties.

The Group’s core activity is now Project Management, Property Development and Property Share investing activities such as the lucrative Norwich House profit share agreement. The Group expects that profits from the property development division and property investing activities will form a substantial part of its profitability in the future.


Formation Group is now placing primary focus on property development and property investing activities in addition to its project management business in order to materially boost shareholder value. This can be evidenced in the improved trading position over the last year and the confidence in this continued trend in the short and medium term future. 

David Kennedy

Chief Executive Officer

19 May 2017

The interim accounts will be published on the company's website

Consolidated income statement
For the six months ended 28 February 2017

6 months ended 6 months
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
Note (Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Continuing operations
Revenue 2 20,184 10,178 29,410
Cost of sales (18,969) (9,145) (26,488)
Gross profit 1,215 1,033 2,922
Administrative expenses (1,167) (1,117) (2,189)
Operating profit/(loss) from continuing operations 2 48 (84) 733
Finance (Expense) / income (33) 1,438                      1,424
Finance costs - - -

Profit before taxation
15 1,354 2,157
Taxation 4 - - (394)
Profit for the financial period from continuing operations 15 1,354 1,763
Discontinued operations
Profit for the financial period from discontinued operations 3 - 1,025 1,022
Profit for the financial period 15 2,379 2,785
Attributable to:
Owners of parent 15 2,379 2,785
15 2,379 2,785

Earnings per share
From continuing operations
Basic  5 0.0003p 0.61p 0.79p
Diluted 5 0.0003p 0.61p 0.79p
From discontinued operations
Basic  5 0.0p 0.46p 0.46p
Diluted 5 0.0p 0.46p 0.46p
From continuing and discontinued operations
Basic  5 0.0003p 1.08p 1.24p
Diluted 5 0.0003p 1.07p 1.24p

A separate consolidated statement of comprehensive income for Formation Group Plc has not been presented as there are no items to be recognised within it.

Consolidated statement of financial position
As at 28 February 2017

28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Non-current assets
Property, plant and equipment 25 25 22
Investments accounted for using the equity method - - -
Investment property 275 275 275
300 300 297
Current assets
Inventories 7 2,495 11,039 7,245
Trade and other receivables 9,789 9,063 9,888
Cash and cash equivalents 1,579 603 330
13,863 20,705 17,463
Assets included in disposal group classified as held-for-sale 3 - - -
Total assets 14,163 21,005 17,760
Current liabilities
Trade and other payables (3,767) (2,522) (4,065)
Bank overdrafts and loan 8 - (8,508) (3,314)
(3,767) (11,030) (7,379)
Net current assets 10,095 9,675 10,084
Long term liabilities
Bank Overdraft and loan 8 - - -
Total liabilities (3,767) (11,030) (7,379)
Net assets 10,396 9,975 10,381
Share capital 2,205 2,205 2,205
Share premium account 2,106 2,106 2,106
Capital redemption reserve 61 61 61
Share option reserve 22 22 22
Retained earnings 6,002 5,581 5,987
Total equity attributable to the owners of the parent 10,396 9,975 10,381

Consolidated statement of changes in equity
For the six months ended 28 February 2017

Called up
Share premium

Treasury shares
Share option reserve

£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 September 2015 2,205 2,106 - 61 22 3,202 7,596

Profit and total comprehensive income for the financial period



Balance at 29 February 2016







Profit and total comprehensive income for
the financial period


Balance at 31 August 2016 2,205 2,106 - 61 22 5,987 10,381

Profit for the financial period


Balance at 28 February 2017 2,205 2,106 - 61 22 6,002 10,396

Consolidated statement of cash flows
For the six months ended 28 February 2017

6 months
6 months
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
Note (Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Operating activities
Net cash generated/(used) by operations 6 4,790 (2,857) 5,354
Interest paid - (24) -
Net cash inflow/(outflow) from operating activities 4,790 (2,881) 5,354
Investing activities
Cash invested in Wembley House profit share (5,000) -   -
Cash inflow in respect of Norwich House profit share 4,787 - -
Purchases of property, plant and equipment (14) (6) (11)
Repayments of investment accounted for using the equity method - - -
Disposal of Property held for resale - 3,312 -
Net cash (used)/generate by investing activities (227) 3,306 (11)
Financing activities
Reduction in loans (3,314) (1,455) (6,646)
Net cash (used) by financing activities (3,314) (1,455) (6,646)
Net increase/(decrease) in cash and cash equivalents 1,249 (1,030) (1,303)
Cash and cash equivalents at the beginning of the period 330 1,633 1,633
Cash and cash equivalents at end of the period 1,579 603 330

Notes to the Interim Information

For the six months ended 28 February 2017

1. Basis of preparation

The financial information set out in this interim report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The group’s statutory financial statements for the year ended 31 August 2016, prepared under IFRS, have been filed with the Registrar of Companies. The auditor’s report on those financial statements was unqualified and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

The interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and on the same basis and using the same accounting policies as used in the financial statements for the year ended 31 August 2016. The interim financial statements have not been audited or reviewed in accordance with the International Standard on Review Engagement 2410 issued by the Auditing Practices Board.

2. Segment information

Discontinued operations in the period primarily relate to the winding down of FG Bradford Limited and FG Bristol Limited

6 months ended 6 months ended Year ended
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
Revenue Profit Revenue Profit Revenue Profit from
From continuing from continuing Continuing
Operations operations Operations
£'000 £'000 £'000 £'000 £'000 £'000
By class of business:
Project Management 14,839 10,178 23,356
Development 5,345             - - 6,054
20,184 1,215 10,178 1,033 29,410 2,922
Unallocated corporate expenses (1,167) (1,117) (2,189)
Operating profit/(loss) from continuing operations 48 (84) 733

3. Discontinued operations

The results of the discontinued operations which have been included in the consolidated income statement, were as follows:

6 months ended 6 months ended Year ended
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Profit from discontinued operations - 1,025 1,022
Attributable tax expense - - -
Profit from discontinued operations - 1,025 1,022

Notes to the Interim Information

For the six months ended 28 February 2017

3. Discontinued operations (continued)

Following the sale of the properties with FG (Bradford) Ltd and FG (Bristol) Limited, the companies were non trading entities during the period.

For notes on Formation Wealth Solutions Ltd, please refer to the note 9.

4. Taxation

A deferred tax asset has not been recognised as the reversal of tax losses is uncertain.

5. Earnings per share

Earnings/(loss) per share are based on the following profits and numbers of shares:

6 months ended 6 months ended Year ended
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Profit/(loss) for the period:
Basic and diluted earnings - continuing operations 15 1.,354 1,763
Basic and diluted earnings - discontinued operations - 1,025 1,022
Basic and diluted earnings- continuing and discontinued operations 15 2,379 2,785
Number of Number of Number of
Shares Shares Shares
'000 '000 '000
Weighted average number of shares:
Basic 44,103 220,515 220,515
Diluted 45,660 224,355 224,355

Notes to the Interim Information

For the six months ended 28 February 2017

6. Reconciliation of profit from operations to net cash from operations

6 months ended 6 months ended Year ended
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Operating profit/(loss) for the year from continuing operations 15 (84) 733
Operating profit from discontinued operations - 1,049 1,022
Impairment of investment - - -
Depreciation of property, plant and equipment 11 7 15
Disposal of asset classed as held for sale - - 3,311
Operating cash flows before movements in working capital 26 972 5,081
Decrease/(increase) in inventories 4,750 (1,419) 2,743
Decrease/(increase) in receivables 572 (1,048 (1,869)
Decrease in payables (558) (1,362) (601)
Cash generated/(used) in by operations 4,790 (2,857) 5,354

Notes to the Interim Information

For the six months ended 28 February 2017

7. Inventories

6 months ended 6 months ended Year
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Work In Progress 2,495 11,039 7,245
2,495 11,039 7,245

The inventory is held at the lower of cost and net realisable value, net of payments received on account. Net realisable value is based on the estimated selling prices less any further costs expected to be incurred. There have been no write down of inventories or amounts recognised in the income statement during the period. The inventory relates to the development site at 161 Iverson Road.

Notes to the Interim Information

For the six months ended 28 February 2017

8. Bank overdrafts and loans

6 months ended 6 months
28 Feb. 2017 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
Bank loan - term loan facility - (8,507) (3,314)
(8,507) (3,314)
6 months ended 6 months
29 Feb. 2016 29 Feb. 2016 31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
£'000 £'000 £'000
On demand or within one year - (8,507) (3,314)
Due more than one year - - -

The weighted average interest rates paid were as follows:   

6 months ended
28 Feb. 2017
6 months ended
29 Feb. 2016
31 Aug. 2016
(Unaudited) (Unaudited) (Audited)
%. % %
Bank loan 9 9 7

Formation Homes (London) Limited had bank loan of £8,507 million, which was repayable within eighteen months of the date taken out. This was subsequently repaid in full on 7 October 2016.This facility was secured by Titlestone Real Estate on the completed 159-161 Iverson Road development. The interest rate payable on this loan was a fixed term rate of 9%.

9. Events after the balance sheet date

On 16 February 2017 a formal resolution was passed by the board to begin the liquidation of Formation Wealth Solutions Limited, a process which is still ongoing. The company had been non-trading for a number of years and as a result the directors believed it best to close the company.

a d v e r t i s e m e n t