TIDMFRP
RNS Number : 1816H
FRP Advisory Group PLC
26 July 2023
26 July 2023
FRP ADVISORY GROUP PLC
("FRP", the "Group" or the "Company")
Full Year Results
for the year ended 30 April 2023
FRP Advisory Group plc, a leading national specialist business
advisory firm, is pleased to announce its full year results for the
year ended 30 April 2023 (FY2023).
Geoff Rowley, Chief Executive Officer of FRP Advisory Group plc,
said:
"The Group made strong progress in the financial year to 30
April 2023, with growth in the team, profits and dividends. A
complementary business in Cyprus was acquired, the Financial
Advisory pillar was launched in response to client demand and our
Corporate Finance team were named 'UK Corporate Finance House of
the Year' at the National Real Deals Private Equity Awards 2023.
Our Restructuring team continues to make progress in the nature of
projects and depth of referral client base across all of our
locations. Our Forensic services team has been very active on many
confidential projects along with a number of high-profile mandates
for listed businesses, for example WANdisco plc, Inland Homes plc
and Braemar plc.
The results achieved are ongoing testament to the quality of our
colleagues and their continued efforts to collaborate internally
and provide a high-quality service, to help achieve the best
possible results for our clients. The specialists at FRP can help
across the entire economic life cycle. Reflecting the continued
development of our team we recently promoted 12 colleagues to
Partners spanning across locations and service pillars. This is a
record number and shows our commitment to supporting internal
career progression. In a competitive market FRP continues to
attract talented lateral hire colleagues into the Group.
On behalf of the Board, I wish to express my gratitude for the
contribution made by our entire team.
In our new financial year, activity levels have been encouraging
to date and trading is in line with the Board's expectations. The
short and medium-term outlook for our business remains positive and
we are confident of making further progress."
Financial highlights
2023 2022
GBPm GBPm
------------------------------- ------ -----
Revenue 104.0 95.2
Adjusted underlying EBITDA* 27.0 25.7
Reported EBITDA 18.5 17.7
Adjusted profit before tax** 24.1 23.1
Reported profit before tax 15.6 15.1
Adjusted Total EPS (pence)*** 7.83 7.57
Basic EPS (pence) 5.58 5.35
Total dividend relating to
the year (pence) 4.6 4.3
Net cash 22.9 18.1
------------------------------- ------ -----
-- Another year of growth:
o Revenue increased by 9% to GBP104.0 million (2022: GBP95.2
million) with 8% organic, and 1% inorganic.
o Adjusted underlying EBITDA* rose by 5% to GBP27.0 million
(2022: GBP25.7 million).
o GBP1.3 million average revenue per Partner as at year-end
(2022: GBP1.2 million).
o Reported profit before tax for the year grew to GBP15.6
million (2022: GBP15.1 million).
-- Strong balance sheet maintained with year-end net cash of
GBP22.9 million (2022: GBP18.1 million). Our banking facilities
were refinanced in July 2023 for 3 years, on better terms.
-- Increased returns to shareholders:
o Total dividends of 4.6p relating to FY2023 (2022: 4.3p).
o Comprising three interim dividends of 0.85p per eligible
Ordinary Share and a final proposed dividend of 2.05p per eligible
Ordinary Share for the year ended 30 April 2023 recommended by the
Board.
* Adjusted Underlying Earnings Before Interest Tax Depreciation
and Amortisation (EBITDA) excludes any exceptional costs and
share-based payment expenses that arise from a) the Employee
Incentive Plan (EIP) funded on IPO and b) deemed remuneration
amortisation linked to acquisitions. See table in the Financial
Review section below.
** Reported Profit before Tax plus share based payments and
exceptional items
*** Earnings adjusted by adding back share-based payments and
related deferred tax. Earnings per total weighted shares in issue.
See Note 12 for more details.
Operational highlights
-- Delivering on our strategy to achieve organic growth,
supplemented by selective acquisitions.
-- Continued growth in FRP team size:
o The FRP team grew by 9% (additional 47 colleagues
year-on-year) to 551 excluding consultants (2022: 504).
o Growth was driven by demand-led lateral hiring and one
acquisition.
o At 30 April 2023, the Group had 78 Partners (2022: 80), 361
other fee earners (2022: 317) and 112 support staff (2022:
107).
o At year-end FRP's UK footprint covered 25 locations (2022: 26)
with one international office in Cyprus.
o In May 2023 the Group promoted a record 12 colleagues to
Partner across locations and service lines, demonstrating
commitment to supporting internal career progression and
longer-term succession planning.
-- Further progress across specialist service pillars:
o Restructuring team again the most active in the administration
appointment market
-- Market share in the number of administration appointments
slightly increased to 14% (2022: 13%), in a recovering
administration market.
o FRP Corporate Finance ranked as the 13(th) most active
financial adviser in the UK M&A market
-- The Corporate Finance and Debt Advisory teams were involved
in 73 (2022: 99) successful transactions with an aggregate deal
value of GBP1.8 billion (2022: GBP3 billion) and GBP0.8 billion of
debt raised (2022: GBP1.3 billion).
-- Nationally the Corporate Finance and Debt Advisory teams
comprise 67 fee earners (including 17 Partners) across 10
locations.
-- FRP Corporate Finance continued to grow its brand presence,
with the launch of a dedicated website and LinkedIn page.
-- Corporate Finance team were named 'UK Corporate Finance House
of the Year' at the National Real Deals Private Equity Awards
2023.
o Launch of the Financial Advisory pillar in February 2023
-- Brings together our existing transaction related services
including buy and sell-side financial due diligence; lender
services including pre-lending due diligence and independent
business reviews; valuation services; financial modelling; board
and C-suite advisory and pensions advisory services.
o Our Forensic services team has been very active on many
confidential projects along with a number of high-profile mandates
for listed businesses, for example WANdisco plc, Inland Homes plc
and Braemar plc.
-- Strengthened operational infrastructure
o Implemented a new Risk Management Framework and the Group now
aligns with ISO 31000.
o Enhancements to the Group's Information Security Management
System ("ISMS") and recommended for ISO 27001 certification as
complying with ISO 27001:2013 in July 2023.
-- Effective succession planning and incentivisation structures in place.
o In March 2023, the Company successfully managed the vesting
process of shares gifted to colleagues at IPO.
o In June 2022, the Company executed a secondary share placing
and given the demand from investors, raised an additional GBP7.5
million gross through the issue of new shares. Partner shareholders
were invited to sell up to 20% of their holding in return for
signing an extended lock-in to June 2024.
The information contained within this announcement is deemed by
the Group to constitute inside information under the UK Market
Abuse Regulation No. 596/2014.
Management will host a presentation for analysts this morning at
09:30am, for details, please contact FRP@mhpgroup.com.
Enquiries:
FRP Advisory Group plc
Geoff Rowley, CEO
Jeremy French, COO
Gavin Jones, CFO
Enquiries via MHP
Cenkos Securities plc (Nominated Adviser and Joint Broker)
Katy Birkin/Max Gould (Corporate Finance)
Alex Pollen (Sales)
Tel: +44 (0) 207 397 8900
Investec Bank plc (Joint Broker)
Carlton Nelson / James Rudd (Corporate Broking)
Tel: +44 (0) 207 597 4000
MHP Group (Financial Public Relations)
Oliver Hughes
Charlie Barker
Catherine Chapman
Tel: +44 (0) 783 462 3818
FRP@mhpgroup.com
Notes to Editors
FRP is a leading national specialist business advisory firm
established in 2010. It offers a range of advisory services to
companies, lenders, investors and other stakeholders, as well as
individuals. These services include:
-- Restructuring advisory: corporate financial advisory, formal
insolvency appointments, informal restructuring advisory, personal
insolvency and general advice to all stakeholders.
-- Corporate finance: mergers & acquisitions (M&A),
strategic advisory, capital raising, special situations M&A and
partial exits.
-- Debt advisory: raising and refinancing debt, debt amendments
and extensions, restructuring debt, asset based lending and
corporate and leveraged debt advisory.
-- Forensic services: forensic investigations, compliance and
risk advisory, dispute services and forensic technology.
-- Financial advisory: transaction services including financial
due diligence, lender services, financial modelling, valuations,
pensions and company-side advisory services.
Chairman's report
Overview
With the COVID pandemic now behind us, much of the recent market
commentary has related to how businesses would cope with the
ever-increasing challenges of the future headwinds. Commentators
were confident that the perfect storm of rapidly rising inflation,
higher interest rates, accelerating labour and energy costs would
lead to a surge in insolvencies. In fact, for some of the past
year, businesses proved this theory wrong and remained remarkably
resilient to the external challenges they were facing. In addition,
HMRC and the lending community proved supportive, as I suspect we
all tried to work out whether the difficulties were longer term or,
as the Bank of England described inflation, "transitory" in nature.
However, the market reality has been that whilst the higher volume
liquidations market, which typically sees lower value and less
complex situations, has grown, larger restructurings principally
through administrations have continued to remain below pre pandemic
levels.
Despite a largely unfavourable market backdrop for much of our
financial year, I am delighted that we were able to deliver another
year of growth in revenue, profits and dividends. It is to the
credit of our colleagues that their focus on bringing the right
team to each assignment to deliver the best possible results for
our clients, continues to produce excellent outcomes and financial
performance for shareholders. I remain hugely appreciative and
proud of the dedication, commitment and professionalism of our
colleagues across all our offices.
It is also encouraging to see an increasing demand for our
resources and expertise, particularly in the latter months of the
year, as the outlook, if anything, has hardened in our favour, with
interest rates predicted to remain higher for longer in order to
tame inflation.
Whilst restructuring activities comprise the majority of our
activity, we offer a diversified but complementary range of
services to corporates across their life-cycle. In February 2023,
following increased client demand, we launched our Financial
Advisory service pillar. This function is focussed around
supporting management in making decisions about funding, pensions,
valuations and M&A due diligence. It dovetails neatly, where
necessary, with our Restructuring, Debt Advisory and Corporate
Finance pillars essentially bringing a full suite of advisory
services to our clients. It is also pleasing to report on the
continued progress of our Forensic Services team, conducting
significant assignments for a number of clients including some
publicly listed companies. FRP Corporate Finance and our Debt
Advisory team remained active, with the former being named "UK
Corporate Finance House of the Year" at the Real Deals PE Awards.
Undoubtedly market conditions for M&A and Private Equity
investing have softened but 73 transactions were closed, and our
colleagues remain active even if deal timescales and values have
proved to be less favourable than a year or so ago.
Continued profitable growth
We are pleased with the levels of growth during the year, with
revenues of GBP104 million, up 9% from the previous year (2022:
GBP95.2 million). This performance was driven by 8% organic growth,
underpinned by the support offered on some larger projects, with a
further 1% coming from acquisitions. Following an acquisition by
the Group we treat the first 12 months contribution as inorganic,
with month 13 onwards becoming organic.
Adjusted underlying EBITDA of GBP27 million represented growth
of 5% from the previous year (2022: GBP25.7 million). Reported
EBITDA increased to GBP18.5 million (2022: GBP17.7 million). During
the year we were pleased to welcome 47 new colleagues and the
overall headcount grew 9% in the year, to 551 (2022: 504) and the
number of Partners decreased by two, to 78.
Strong balance sheet
The Group's balance sheet remains strong with net cash balances
at 30 April 2023 of GBP22.9 million (2022: GBP18.1 million),
consisting of gross cash of GBP27.7 million less a balance
remaining on a term loan of GBP4.8 million. The Group also has an
undrawn revolving credit facility ("RCF") of GBP10 million with
Barclays Bank. These facilities were refinanced in July 2023 for 3
years on better terms.
Consistently delivering on our growth strategy
Our strategy remains to seek steady and sustainable growth
through organic initiatives and selective acquisition
opportunities. We were delighted to welcome the team from APP
Advisory in Cyprus, which we acquired in December 2022. Although
this added a new, international office location, at the end of
FY2023 our total office footprint remained at 26 locations, as we
closed one smaller office in Milton Keynes. The Group explored
several other acquisition opportunities although we did not
transact due to our highly selective cultural fit, strategic fit,
and acceptable deal economics criteria. We continue to explore
opportunities across each of our five service pillars.
Dividend
Since 2021, the Group's dividend policy has been to pay
quarterly dividends. The anticipated dividend pay-out ratio is
c.70% of the Group's reported Profit After Tax, to eligible
shareholders.
The FRP Group Employee Benefit Trust ("EBT") which was seeded by
Partners on IPO, has waived its right to dividends with the
corresponding amount retained by the Group. Share options granted
to employees first vested on 6 March 2023 onwards, and once
exercised, these shares duly attract dividend rights.
The Board recommends a final dividend of 2.05p per eligible
Ordinary Share for the financial year ended 30 April 2023. Subject
to approval by shareholders, the final dividend will be paid on 27
October 2023 to shareholders on the Company's register at close of
business on 29 September 2023. If the final dividend is approved,
the total dividends paid by the Company relating to the financial
year ended 30 April 2023 will be 4.6p per eligible Ordinary Share
(2022: 4.3p).
Robust corporate governance
The Board firmly believes that a robust governance structure is
appropriate to optimise decision making for the business and its
wider stakeholders. To support this, FRP adopted the Quoted
Companies Alliance ("QCA") Corporate Governance Code on admission
to AIM and shareholders can find more information on our governance
arrangements in the Corporate Governance Statement in the Group's
Annual Report & Accounts. Further information on our Corporate
Governance structure is also available on our website at
https://www.frpadvisory.com/investors/corporate-governance/.
Our Environmental, Social and Governance responsibilities
include committing the Group to be carbon neutral by 2030.
Our people
As a people business, FRP recognises the importance of keeping
all colleagues motivated, engaged and incentivised to perform at
their best. We work hard to retain our friendly, collaborative,
entrepreneurial and meritocratic culture.
The Board were delighted to implement an Employee Incentive Plan
in 2020. Upon IPO, ordinary shares representing 8% of the Company's
issued shares were placed in an EBT, with the purpose of being
granted to colleagues via share options. Share options were granted
to colleagues at IPO, and subsequent joiners to the Group, with a
vesting period of 3 years from the date of grant. On 6 March 2023
the first tranche of share options became exercisable and now there
is a regular process in place for colleagues to exercise options
either on or after their vesting dates. By the end of FY2023,
options over 7,865,946 ordinary shares had been exercised, with
many colleagues retaining shares.
As the EBT had headroom and the ability to be replenished if IPO
Partners left, the Board has been able to make additional awards to
new joiners (including Partners) since IPO to ensure colleagues
have an ownership stake (including indirectly via options) in the
equity of the Group.
We believe that we are an increasingly attractive destination
for qualified and skilled people, with our regional office network
and strong culture offering considerable appeal in the marketplace.
Retaining and developing our team in a world where the competition
for talent will become more intense is a key priority and greater
investment in this area continues.
Board changes
In March 2023, as part of the Board's succession planning, we
welcomed Kathryn Fleming to the board as an independent,
Non-Executive Director. Kathryn is CFO of Control Risks Group, a
global risk management consultancy and is a member of both their
board and executive committee where she is responsible for
overseeing all aspects of the financial performance and strategy
across its worldwide operations. Prior to that she held senior
executive roles at leading professional service firms, Osborne
Clarke and Eversheds. Her experience of working in growing
professional service firms with people at the core of the
proposition is very relevant to us at FRP.
In addition, on 30 April 2023, Non-Executive Director, David
Adams, retired from the Board. David had been on the board of FRP
since shortly after its inception in 2010 and his contribution to
the Group has been invaluable. He has also played a significant
role in the creation and evolution of FRP's Corporate Finance
business. We are exceptionally grateful for David's contribution
over the last 13 years, and I personally have valued his wise
counsel as we have transitioned from a small restructuring business
into a listed, national, advisory firm. We wish him well in his
retirement.
The Nomination Committee continues to review the Board's
succession planning and will announce any further Board changes in
the usual way.
Annual General Meeting
The Company's Annual General Meeting will be held on 28
September 2023. The Notice of Annual General Meeting will be posted
in due course to those shareholders who opted to receive hard copy
communications and a copy will also be made available on our
website at
https://www.frpadvisory.com/investors/financials-documents/.
Looking ahead
In our new financial year activity levels have been encouraging
to date and trading is in line with the Board's expectations. The
short and medium-term outlook for our business remains positive and
we are confident of making further progress.
Nigel Guy
Non-Executive Chairman
25 July 2023
Chief Executive Officer's report
We have achieved another strong set of results by staying
focused on doing the basics well and giving clients honest, clear
and considered advice.
Resilient and diversified business
With roots in restructuring, FRP has now evolved into a leading
business advisory firm with specialists supporting businesses
throughout the corporate life cycle across our five complementary
service pillars.
The five service pillars are: Corporate Finance, Debt Advisory,
Financial Advisory, Forensic Services and Restructuring Advisory.
We specialise in finding strategic solutions to a range of
situations for clients of all sizes, including personal clients,
SMEs, our core mid-market and high-profile more complex,
appointments.
We believe our agile, collaborative and entrepreneurial approach
sets us apart from our peers. Our offices continue to work together
across our five complementary service pillars as necessary, in
order to deliver the best possible service and outcome. The
collaborative approach provides greater opportunities across a wide
range of clients.
Selective acquisitions, in line with our strategy
Our focus is organic growth, supplemented with selective
acquisitions that meet our strict criteria of:
-- A cultural fit,
-- A strategic fit, and
-- Mutually acceptable transaction economics.
On 7 December 2022 we were pleased to announce the acquisition
of APP Advisory based in Limassol, Cyprus, which provides advisory,
tax and audit services, bringing two new Partners and an additional
15 team members to FRP. Adding offices in selective new locations
is part of our growth strategy and we currently have 26 locations
in the UK and one in Cyprus. All offices continue to work well
together, drawing on specialists from our five complementary
service pillars as necessary. Many assignments involve specialists
from several service pillars, working collaboratively to achieve
the best possible outcome. Cross pillar collaboration is possible
due to FRP's connected culture.
Our strong balance sheet gives us the flexibility to move
quickly should further acquisition opportunities arise.
Continued growth in footprint and team
At 30 April 2023, FRP had 25 UK offices, one international
office and 551 colleagues, excluding consultants. The team grew 9%
or by 47 colleagues year on year (2022: 504).
Highlights included:
-- In August 2022, we launched a Restructuring Advisory service
within East Anglia, with Richard Bloomfield as the appointment
taking Director.
-- In December 2022, two new Partners, Augoustinos Papathomas
and Christina Papathomas, joined FRP as part of the acquisition of
APP Advisory in Cyprus. The rest of the APP team also joined FRP,
comprising 14 colleagues and one consultant.
-- In February 2023, we launched the Financial Advisory pillar
bringing together our existing transaction related services
including buy and sell-side financial due diligence; lender
services including pre-lending due diligence and independent
business reviews; valuation services; financial modelling; board
and C-suite advisory and pensions advisory services. More than 20
of our experienced advisers formed a new team to support boards,
lenders and investors on mid-market transactions and advisory
assignments.
-- During FY2023, we announced 8 Director promotions and a
further 86 promotions across a wide range of senior and specialist
roles, from Office Managers to Associate Directors/Senior
Managers.
Immediately following the year-end, on 1 May 2023, 12 internal
promotions to Partner were announced, which were part of a total of
72 promotions across the Group. This was a record number of
promotions and, when combined with our ongoing investments in
learning and development, demonstrates the Group's long-term
commitment to developing talent and providing attractive career
paths.
In June 2023, we opened an additional office in Salisbury, to
support continued team and business growth from our Southampton
office.
Strong trading results
FRP's revenue grew 9% year on-year to GBP104 million (2022:
GBP95.2 million). 8% was organic and inorganic growth was 1%.
Following an acquisition we treat the first 12 months contribution
to the Group as inorganic, month 13 onwards becomes organic.
Adjusted underlying EBITDA grew 5% year-on-year to GBP27 million
(2022: GBP25.7 million). We maintain a focus on cost control,
whilst modestly investing where necessary to continue sustainable
profitable growth. On a reported basis, EBITDA grew to GBP18.5
million (2022: GBP17.7 million).
Across all offices there is a constant focus on accurate monthly
unbilled revenue (work in progress or "WIP") valuation and managing
cash collections. I am pleased to report that after completing one
acquisition in this financial year, we closed the year with net
cash of GBP22.9 million (2022: GBP18.1 million). I am also pleased
to report that in May 2022, all IPO liabilities to Partners (and
HMRC) were repaid.
Restructuring Market
Growth in the higher volume liquidations market, which are
typically lower value and less complex, continues, including
Creditors Voluntary Liquidation's and Compulsory Liquidations which
increased by 20% in the financial year (Source: London and Regional
Gazettes) .
The more complex Administration market, where FRP are
particularly active, increased by 40% comparing financial years
FY2023 and FY2022. FRP's Administration market share, by number of
appointments, slightly grew year-on-year to 14% (Source: London and
Regional Gazettes) , and has seen encouraging levels of activity
during Q4 FY2023 and post year-end . We continued to serve the full
range of UK clients across all sectors, including personal clients
and SMEs, along with the core mid-market and high-profile
appointments.
Given the long list of well documented headwinds facing UK
corporates including continuing interest rate rises, input cost
inflation (i.e. wages, energy, supplies and materials), weakening
consumer demand, supply chain disruption, Brexit and the withdrawal
of pandemic support measures, it is expected that the
administration market should continue to experience greater volumes
during financial year 2024 and FRP is well placed to serve this
market.
Outside of the formal insolvency market, FRP has seen an
encouraging increase in demand for confidential advisory projects
and enquiries for restructuring services; this includes a number of
mandates seeking to utilise the Restructuring Plan. This corporate
restructuring process was introduced into law in 2020 and after a
relatively hesitant start is now starting to be a useful addition
to the restructuring toolkit. The Group expects that demand for its
overall restructuring advisory services will continue to
increase.
UK M&A Market
FRP Corporate Finance remains a UK member firm of Alliance of
International Corporate Advisors ("AICA"), an integrated network of
middle-market M&A advisory firms, and in the financial year
over 40% of its disposals were to international buyers. In November
2023, FRP Corporate Finance will host the AICA European conference
in London, which will assist in further developing its
international network. FRP Corporate Finance Partner Simon Davies
has been elected as the Chairman of the AICA for a two-year term in
2023 and 2024. Simon was voted in at AICA's recent Annual Global
Meeting, in Dublin.
The Corporate Finance team was involved in 73 successful
transactions with an aggregate deal value of GBP1.8 billion and
GBP0.8 billion of debt raised. This level of activity gives FRP
Corporate Finance a c.1% market share of the UK M&A market , by
number of appointments (Source: Experian Market IQ). The average
deal value of GBP25 million places FRP Corporate Finance in the
heart of its target SME market.
The Corporate Finance team continued its commitment to the
private equity community with over half of the deals in the period
involving private equity, including buy-side, sell-side, and debt
advisory transactions.
Notable FRP Corporate Finance transactions in FY2023
included:
o Sell-side adviser to multi-brand distributor, BTC Activewear
on its sale to New Wave Group AB.
o Sell-side adviser to WysePower, one of the UK's biggest
providers of temporary site solutions for construction projects, on
its sale to RSK Group.
o Sell-side adviser to California-based Blueback Global on its
sale to TopSource Worldwide.
o Sell-side adviser to healthcare services provider, Partnering
Health Limited (PHL), on the management buyout.
o Buy-side M&A and debt adviser to LDC on its significant
investment in water and environmental sustainability specialist,
Stonbury.
o Debt adviser to CBPE on a debt raise to fund the primary
management buyout of BKL, a leading SME accountancy firm.
o Debt adviser to Airedale Catering Equipment Group, and PE
investor Rubicon Partners on the refinancing of the group.
FRP's Corporate Finance and Debt Advisory teams now comprise 67
fee earners (including 17 Partners) across 10 locations.
Financial Advisory Market
In response to increasing market demand from institutional
lenders and private equity, FRP launched a Financial Advisory
pillar in February 2023 to develop our financial and pre-lending
review services, financial modelling expertise and wider
transaction services including financial due diligence for buy-side
and sell-side transactions. This pillar also includes our valuation
services which support transactions, disputes and complex
restructuring situations, together with our board and C-suite
advisory and pensions advisory services.
These services bring already established FRP experts with many
years' experience into one team, so we can assist our clients in
complex situations, with straightforward advice based on thorough
analysis.
Since the launch, this combined team has been actively engaged
across all these service areas. Demand for these services remains
strong, and we will continue to develop this team with appropriate
hires across the country.
FRP's Financial Advisory team now comprises 23 fee earners
including 7 partners.
Forensic Services Market
FY2023 was another year of growth and expansion for the Forensic
Services team. The team received further accreditations, which saw
them gain recognition for their industry expertise and experience
in Chambers and Who's Who Legal.
An enhanced eDiscovery tool, RelativityOne, was also launched:
the transition to this has improved the Forensic Services team's
performance when processing data, with access to new enhanced
analytics and features.
The team launched a new global Forensics and Dispute Resolution
network in partnership with Eight International which has increased
FRP's brand presence, market profile and showcased combined
cross-border and international collaboration capabilities across
all of the countries in which the Eight International network
operates.
Our Forensic Services team has seen an increase in investigation
work in the first part of 2023, across both forensic accounting and
forensic technology. Notable recent assignments include independent
investigations at WANdisco plc, Inland Homes plc and Braemar
plc.
Empowering our outstanding people
As a professional services business, we understand that our
people are central to our success and our most valuable asset. As
well as offering competitive financial rewards, we offer
opportunities for our team members to grow within the business and
reach their full potential.
Our specialist Learning and Development Senior Manager has
implemented more focused training options to reflect individual
career progression, incorporating a flexible approach to
development across our five service pillars. Continued support of
colleagues in acquiring professional qualifications and supporting
their career aspirations remains a priority, enabling promising
young stars to become future Directors and Partners of the
business.
We work hard to attract and retain highly skilled professionals
by creating a rewarding, high-performance environment. We believe
highly engaged colleagues deliver excellent client service and
results, and in turn, strengthen our reputation in the market.
Outlook
At FRP our five service pillars, now including Financial
Advisory, are each connected and work together as needed. This
internal collaboration and always putting the best team, from the
right locations forward for each project is part of FRP's culture,
which helps achieve the best possible outcome for clients.
Our Restructuring team are being engaged on projects due to a
range of pressures on UK Corporates including cost of financing,
debts owed to HMRC, supply chain issues, labour shortages, impact
of inflation and weakening consumer demand. We are also seeing
institutional lenders and Investors being more cautious on
providing additional support, where they have not received
significant comfort on future viability. A number of these
pressures have yet to work through and some are at the early stages
of being felt by many UK companies. As activity levels continue to
increase, our teams are helping clients to preserve and generate
value. Where early engagement is possible to deploy innovative
turnaround and restructuring solutions, to seek to avoid formal
insolvency.
Our Corporate Finance team have a strong pipeline although due
to the increase in interest rates and economic uncertainties, the
market has seen demand for more pre-deal due diligence and debt
advice, with completion timelines extending. The FRP Corporate
Finance team are continuing to grow their reputation and
credentials in the mid-market arena, as evidenced by being named
'UK Corporate Finance House of the Year' at the National Real Deals
Private Equity Awards 2023.
Our Forensic team has been very active on many confidential
projects along with a number of high-profile mandates for listed
businesses, for example WANdisco plc, Inland Homes plc and Braemar
plc.
We have a strong balance sheet and recently refinanced our
banking facilities for 3 years from July 2023. As a UK focused
business, the Russia/Ukraine conflict does not have a material
impact on FRP's operations.
In the current financial year, trading to date is in line with
the Board's expectations and we are confident of making further
progress in the year.
Geoff Rowley
Chief Executive Officer
25 July 2023
Financial review
The following is an extract from the Strategic Report, which can
be found in the Company's Annual Report.
Revenue
FRP's revenue grew 9% year-on-year to GBP104 million (2022:
GBP95.2 million). 8% was organic growth and 1% inorganic, defined
as an acquisition's first 12 months' contribution to the Group.
Adjusted underlying Earnings Before Interest Tax Depreciation
and Amortisation (EBITDA)
The Group grew profitably with adjusted underlying EBITDA*
rising by 5% to GBP27 million (2022: GBP25.7 million). We continue
to maintain a focus on cost control, while modestly investing, to
continue executing on delivering sustainable profitable growth.
GBPm 2023 2022
---------------------------------------------------------- ----- ----------
Reported Profit before tax 15.6 15.1
Add back depreciation, amortisation and interest 2.9 2.6
Reported EBITDA 18.5 17.7
Add share-based payment expense relating to the Employee
Incentive Plan (EIP) 6.3 5.4
Add share-based payment expense - Deemed remuneration 2.1 2.6
Add back exceptional items 0.1 -
Adjusted underlying EBITDA* 27.0 25.7
---------------------------------------------------------- ----- ----------
* Adjusted underlying EBITDA excludes any exceptional costs and
non-cash share-based payment expenses that arise from a) the
Employee Incentive Plan (EIP) funded on IPO and b) deemed
remuneration amortisation linked to acquisitions.
FRP team growth
The FRP team grew by 9% through both acquisition and demand-led
lateral hiring and we opened one new office in Limassol, Cyprus,
following the acquisition of APP Advisory in December 2022.
The Group started the financial year with 504 colleagues,
(excluding consultants) operating out of 26 UK offices. By 30 April
2023, there were 25 UK offices and one international location,
while the colleague number had increased to 551 (excluding
consultants), as set out in the table below:
Team FY2023 FY2022
----------------------------- ---------- ----------
Partners 78 80
Colleagues - fee earners 361 317
Total fee earners 439 397
Colleagues - support 112 107
Total (exc consultants) 551 504
Balance sheet and cash flow
The Group's balance sheet remains strong with a net cash balance
as at 30 April 2023 of GBP22.9 million (2022: GBP18.1 million),
consisting of gross cash of GBP27.7 million, less a balance
remaining on a term loan of GBP4.8 million. The Group also has an
undrawn RCF of GBP10 million with Barclays Bank. These facilities
were refinanced in July 2023 on better terms for 3 years.
The Group has repaid all IPO liabilities due to Partners, after
a final payment of GBP1.3 million was made in May 2022.
The Group has improved the staff utilisation rate to 65% (2022:
61%). Utilisation is expected to be circa. 60% or greater. The
Group monitors utilisation and capacity and has a culture of
internal collaboration whereby colleagues can be utilised across
different locations.
Dividend
Given the trading performance and strong balance sheet, the
Board recommends a final dividend, in line with its stated dividend
policy to pay quarterly dividends. The expected dividend pay-out
ratio to eligible shareholders is high at c. 70% of the Group's
reported profit after tax.
The FRP Staff Employee Benefit Trust which was seeded by
Partners on IPO, and which holds shares that back employee options,
has waived its right to dividends and the corresponding amount was
retained by the Group. As the employee share options became
exercisable from 6 March 2023, these shares will attract dividend
rights when converted. The Board recommends a final dividend of
2.05p per eligible Ordinary Share for the financial year ended 30
April 2023. Subject to approval by shareholders, the final dividend
will be paid on 27 October 2023 to shareholders on the Company's
register at close of business on 29 September 2023. If the final
dividend is approved, the total dividends paid by the Company
relating to the financial year ended 30 April 2023 will be 4.6p per
eligible Ordinary Share (2022: 4.3p).
Consolidated statement of comprehensive income
For the year ended 30 April 2023
Year Ended Year Ended
30 April 30 April
2023 2022
Notes GBP'million GBP'million
---------------------------------------- ------- ------------------------ --------------------------
Revenue 104.0 95.2
Personnel costs 8 (64.3) (58.8)
Depreciation and amortisation (2.5) (2.1)
Other operating expenses (21.1) (18.6)
Exceptional costs 7 (0.1) -
---------------------------------------- ------- ------------------------ --------------------------
Operating profit 6 16.0 15.6
---------------------------------------- ------- ------------------------ --------------------------
Finance income 10 0.2 -
Finance costs 10 (0.6) (0.5)
---------------------------------------- ------- ------------------------ --------------------------
Net finance costs (0.4) (0.5)
Profit before tax 15.6 15.1
Taxation 11 (2.9) (3.2)
---------------------------------------- ------- ------------------------ --------------------------
Profit and total comprehensive income for the
year attributable to the owners of the Group 12.7 11.9
------------------------------------------------- ------------------------ --------------------------
Earnings per share (in pence)
Total 12 5.13 4.90
Basic 12 5.58 5.35
Diluted 12 5.33 5.04
---------------------------------------- ------- ------------------------ --------------------------
All results derive from continuing operations.
The Notes form part of these financial statements.
Consolidated statement of financial position
As at 30 April 2023
As at 30 April As at 30 April
2023 2022
Notes GBP'million GBP'million
------------------------------- ------ ------------------------ -------------------
Non-current assets
Goodwill 13 10.8 10.2
Other intangible assets 13 0.6 0.7
Property, plant and equipment 14 2.5 2.8
Right of use asset 14 6.5 6.3
Deferred tax asset 19 2.5 2.4
Total non-current assets 22.9 22.5
------------------------------- ------ ------------------------ -------------------
Current assets
Trade and other receivables 15 58.3 46.1
Cash and cash equivalents 16 27.7 24.9
Total current assets 86.0 71.0
------------------------------- ------ ------------------------ -------------------
Total assets 108.9 93.5
------------------------------- ------ ------------------------ -------------------
Current liabilities
Trade and other payables 17 29.7 30.2
Loans and borrowings 18 1.6 2.0
Lease liabilities 18 1.2 1.4
Total current liabilities 32.5 33.5
------------------------------- ------ ------------------------ -------------------
Non-current liabilities
Other creditors 17 4.8 5.7
Loans and borrowings 18 3.2 4.8
Lease liabilities 18 5.3 4.9
Total non-current liabilities 13.3 15.4
------------------------------- ------ ------------------------ -------------------
Total liabilities 45.8 49.0
------------------------------- ------ ------------------------ -------------------
Net assets 63.1 44.5
------------------------------- ------ ------------------------ -------------------
Equity
Share capital 21 0.2 0.2
Share premium 27 32.0 23.7
Own shares (EBT) 27 (0.0) (0.0)
Share based payment reserve 27 1.3 (1.1)
Merger reserve 27 1.3 1.3
Retained earnings 27 28.3 20.4
Shareholders' equity 63.1 44.5
------------------------------- ------ ------------------------ -------------------
Approved by the Board and authorised for issue on 25 July
2023.
Jeremy French Gavin Jones
Director Director
Company Registration No. 12315862
Consolidated statement of changes in equity
For the year ended 30 April 2023
Called Share Own Share Merger Retained Total
up share premium shares based reserve earnings equity
capital account (EBT) payment
reserve
GBP'million GBP'million GBP'million GBP'million GBP'million GBP'million GBP'million
--------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Balance at 30
April
2021 0.0 0.0 (0.0) (4.1) 1.3 12.7 9.8
--------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Profit and
total
comprehensive
income for
the year - - - - - 11.9 11.9
Other
movements - - (0.0) - - 0.0 -
Issue of share
capital 0.2 23.7 23.9
Dividends - - - (9.2) (9.2)
Share based
payment
expenses - - - 5.4 - - 5.4
Deemed
remuneration - - - 2.6 - - 2.6
Transfer to
retained
earnings - - - (5.0) - 5.0 -
Balance at 30
April
2022 0.2 23.7 (0.0) (1.1) 1.3 20.4 44.5
--------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Profit and
total
comprehensive
income for
the year - - - - - 12.7 12.7
Other
movements - - 0.0 - - (0.0) -
Issue of
shares 0.0 8.5 - - - - 8.5
Share issue
costs - (0.2) - - - - (0.2)
Dividends - - - - - (9.8) (9.8)
Share based
payment
expenses - - - 6.3 - - 6.3
Deemed
remuneration
additions - - - (1.0) - - (1.0)
Deemed
remuneration
charge - - - 2.1 - - 2.1
Transfer to
retained
earnings - - - (5.0) - 5.0 -
Balance at 30
April
2023 0.2 32.0 (0.0) 1.3 1.3 28.3 63.1
--------------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
Consolidated statement of cash flows
For the year ended 30 April 2023
Year Ended Year Ended
30 April
30 April 2023 2022
Notes GBP'million GBP'million
-------------------------------------------- ------ ------------------------ --------------------
Cash flows from operating activities
Profit before taxation 15.6 15.1
Depreciation, amortisation and impairment
(non cash) 13,14 2.5 2.1
Share based payments: employee options
(non cash) 8 6.3 5.4
Share based payments: deemed remuneration
(non cash) 8 2.1 2.6
Net finance expenses 10 0.4 0.5
Increase in trade and other receivables (11.6) (3.6)
(Decrease) / increase in trade and other
payables (2.2) 1.6
Tax paid (2.0) (5.5)
Net cash from operating activities 11.1 18.3
-------------------------------------------- ------ ------------------------ --------------------
Cash flows from investing activities
Purchase of tangible assets 14 (0.6) (1.4)
Acquisition of subsidiaries less cash
acquired 24 (1.6) (4.4)
Interest received 0.2 -
Net cash used in investing activities (2.0) (5.8)
-------------------------------------------- ------ ------------------------ --------------------
Cash flows from financing activities
Proceeds from share sales 21 7.5 -
Dividends paid 22 (9.8) (9.2)
Principal elements of lease payments (1.4) (1.2)
Repayment of loans and borrowings 18 (2.0) (1.2)
Interest paid (0.6) (0.4)
Net cash used in financing activities (6.3) (12.0)
-------------------------------------------- ------ ------------------------ --------------------
Net increase in cash and cash equivalents 2.8 0.5
Cash and cash equivalents at the beginning
of the year 24.9 24.4
Cash and cash equivalents at the end
of the year 16 27.7 24.9
-------------------------------------------- ------ ------------------------ --------------------
Notes to the Financial Statements
For the year ended 30 April 2023
1. General information
FRP Advisory Group plc ("the Company") and its subsidiaries'
(together "the Group") principal activities include the provision
of specialist business advisory services for a broad range of
clients, including restructuring and insolvency services, corporate
nance, debt advisory, forensic services and financial advisory.
The Company is a public company limited by shares registered in
England and Wales and domiciled in the UK. The address of the
registered of ce is 110 Cannon Street, London, EC4N 6EU and the
company number is 12315862.
2. Signi cant accounting policies
The following principal accounting policies have been used
consistently in the preparation of the consolidated nancial
statements:
2.1 Basis of preparation
These financial statements have been prepared in accordance with
UK-adopted International Accounting Standards ('IFRS') and with the
requirements of the Companies Act 2006 as applicable to companies
reporting under those standards.
The nancial statements are prepared in sterling, which is the
presentational currency of the Group. Amounts in these nancial
statements are rounded to the nearest GBP'million, unless otherwise
stated.
2.2 Historic cost convention
The nancial statements have been prepared under the historical
cost convention.
2.3 Basis of consolidation
The nancial statements incorporate the results of FRP Advisory
Group plc and all of its subsidiary undertakings as at 30 April
2023.
FRP Advisory Trading Limited has eleven owned subsidiaries, FRP
Debt Advisory Limited, FRP Corporate Finance Limited, FRP Corporate
Advisory Limited, Litmus Advisory Limited, Abbott Fielding Limited,
JDC Accountants & Business Advisors Limited, JDC Holdings
Limited, Spectrum Corporate Finance Limited, BridgeShield Asset
Management Limited, FRP Advisory (Cyprus) Limited and APP Audit Co
Limited, as well as being a member of FRP Advisory Services
LLP.
During the year FRP Corporate Finance Limited was renamed to FRP
Corporate Advisory Limited, and a new entity set up called FRP
Corporate Finance Limited. The Group also completed one acquisition
as set out in Note 24. The assets, liabilities and entity acquired
have been consolidated within these Financial Statements, in
accordance with IFRS. The newly acquired entities are FRP Advisory
(Cyprus) Limited and APP Audit Co Limited.
2.4 New and amended standards adopted by the Group
The Group has applied the following new standards and
interpretations for the first time for the annual reporting period
ending 30 April 2023:
-- IAS 16 Property, Plant and Equipment (Amendment): Proceeds before Intended Use
-- IAS 37 Provisions, Contingent Liabilities and Contingent
assets (Amendment): Onerous Contracts: Cost of Fulfilling a
Contract
-- IFRS 3 Business Combinations (Amendment): Reference to the Conceptual Framework
-- Annual Improvements Cycle 2018 to 2020
The adoption of the standards and interpretations listed above
has not led to any changes to the Group's accounting policies or
had any material impact on the financial position or performance of
the Group.
2.5 Standards issued but not yet effective
At the date of authorisation of these financial statements, the
following standards and interpretations relevant to the Group and
which have not been applied in the financial statements, were in
issue but were not yet effective.
IFRS standards effective for accounting periods commencing on or
after 1 January 2023
-- IAS 1 Amendment: Disclosure of Accounting Policies
-- IAS 8 Amendment: Definition of Accounting Estimates
-- IAS 1 Amendment: Classification of Liabilities as Current or
Non-current and Non-current Liabilities with Covenants
-- IAS 12 Amendment: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
-- IFRS 16 Amendment: Lease Liability in a Sale and Leaseback
-- IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
-- IFRS 17 Insurance Contracts (Amendment): Initial Application
of IFRS 17 and IFRS 9 - Comparative Information
-- IFRS 17 Insurance Contracts and Amendments to IFRS 17
-- Amendments to IAS 12 Income taxes: International Tax Reform - Pillar Two Model Rules
-- Amendments to IAS 7 Statement of Cash Flows and IFRS 7
Financial Instruments: Disclosures: Supplier Finance
Arrangements
The Group's and Company's management have reviewed the
application of the amendments and have concluded that there is no
expected material impact on the Group and Company financial
statements.
2.6 Going concern
The business has been, and is currently, both pro table and cash
generative. It has consistently grown year on year for 13 years and
has proved to be resilient, growing in both periods of economic
growth and recession.
At year-end the Group had net cash of GBP22.9 million. In July
2023 the Group refinanced its bank facilities with Barclays, which
expire in 3 years' time on better terms. As part of these
facilities, the Group has available an undrawn GBP10 million
committed revolving credit facility ("RCF"). Ongoing operational
cash generation and this cash balance mean the Group has suf cient
resources to both operate and move swiftly should acquisition
opportunities arise. The Group also has the capacity to raise funds
through share issue, demonstrated with the GBP7.5 million gross
raise in June 2022.
The quality of client service, strong referral network and
barriers to enter the market, together with the strong cash
position, make the Board con dent that the Company will continue to
grow. In terms of diversi cation, of ces can adapt quickly to
support each other and work on both higher value assignments or
higher volume, lower value jobs. Financial Advisory, Forensic
Services, Corporate Finance and Debt Advisory can all support the
Restructuring Advisory offering and also earn fees
autonomously.
Management have conducted sensitivity analysis by reducing
revenue by over 35% and separately increasing direct costs by 25%
over the next 12 months: both scenarios show FRP to be in a healthy
financial position with available cash resources. The Group has
also assessed the impact of inflation, rising interest rates and
climate change. These sensitivities represent extreme scenarios
that are highly unlikely to occur.
In the unlikely event that the business had a signi cant
slowdown in cash collections, the business has a number of further
options available to preserve cash.
When preparing the budget for future years, the Group undertakes
significant stress testing in areas utilisation, recovery and WIP
days. These help the Group highlight and prepare for future
eventualities.
FRP is well placed to manage future developments. As a UK
focused business, the Russia/Ukraine conflict does not have a
material impact on FRP's operations.
Having due consideration of the nancial projections, the level
of structured debt and the available facilities, it is the opinion
of the Directors that the Group has adequate resources to continue
in operation for a period of at least 12 months from signing these
financial statements and therefore consider it appropriate to
prepare the Financial Statements on a going concern basis.
2.7 Deemed Remuneration
Deemed remuneration arises during acquisitions, where an element
of the consideration has an equity component and is subject to a
lock-in period, in order to retain the fee earners,
post-acquisition. This equity compensation is not treated as part
of the cost of acquisition but is reflected in the share-based
payment reserve and amortised through the statement of
comprehensive income as a share-based payment staff cost, over the
lock-in period.
2.8 Subsidiaries
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power to direct the activities of the
entity.
The nancial statements of trading subsidiaries are included in
the consolidated nancial statements from the date control is
achieved, until the date that control ceases. The accounting period
of the subsidiaries are changed when necessary to align them with
that of the Group.
2.9 Transactions eliminated on consolidation
Intra-Group balances, and any gains and losses or income and
expenses arising from intra-Group transactions, are eliminated in
preparing the historical nancial information. Losses are eliminated
in the same way as gains, but only to the extent that there is no
evidence of impairment.
2.10 Foreign currencies
Transactions in currencies other than pounds sterling are
recorded at the rates of exchange prevailing at the dates of
transactions. At each reporting end date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the reporting end date.
Gains and losses arising on translation are included in the income
statement for the period.
The assets and liabilities of foreign operations, including
goodwill, are translated into GBP at the exchange rates at the
reporting date. The income and expenses of foreign operations are
translated into GBP at the rates ruling when the transactions
occur, or appropriate averages. Foreign currency differences on
translating the opening net assets at an opening rate and the
results of operations at actual rates are recognised in retained
earnings.
2.11 Revenue recognition and unbilled revenue
Revenue is recognised when control of a service or product
provided by the Group is transferred to the customer, in line with
the Group's performance obligations in the contract, and at an
amount re ecting the consideration the Group expects to receive in
exchange for the provision of services.
Revenue from contracts with customers is recognised when the
Group satis es a performance obligation for a contracted service.
The Group applies the following ve step model:
-- Identify the contract with a customer;
-- Identify the individual performance obligations within the
contract;
-- Determine the transaction price;
-- Allocate the price to the performance obligations; and
-- Recognise revenue as the performance obligations are
fulfilled.
The Group considers the terms of engagement, either through
court appointment or otherwise agreed, issued to customers to be
contracts.
There are no signi cant judgements required in determining the
Group's performance obligations in its contracts as the signi cant
majority of contracts contain only one performance obligation.
Transaction price is determined by agreed hourly rates or a xed
fee stated within the letters of engagement or court appointment.
If the fee basis is xed or time based, the provisioning method is
based on estimated recoverability of the current unbilled revenue
with reference to the billing to date and future billing to be
performed as a proportion of costs to date and estimated costs to
complete the contract.
Where work is contingent and not based on time-cost, fees are
fully provided until performance obligations are satis ed as at
this point there is no risk of a material reversal of revenue.
Contingent work generally includes investigations, corporate nance
services, some forensic work, and other assignments where the
outcome is determined by either a judge, pre-trial agreement or
completion of a transaction. The Group adopts a prudent approach in
only recognising revenue on cases that have been resolved with all
costs incurred expensed in the relevant month.
The Group recognises revenue from the following activities:
-- Insolvency and advisory services;
-- Debt advisory services; and
-- Corporate finance services.
Insolvency and advisory services
For the Group's formal insolvency appointments and other
advisory engagements, where remuneration is typically determined
based on hours worked by professional Partners and colleagues, the
Group transfers control of its services over time and recognises
revenue over time if the Group:
-- Provides services for which it has no alternative use or
means of deriving value; and
-- Has an enforceable right to payment for its performance
completed to date, and for formal insolvency appointments has
approval from creditors to draw fees which will be paid from asset
realisations.
Progress on each assignment is measured using an input method
based on costs incurred to date as a percentage of total
anticipated costs.
In determining the amount of revenue and the related balance
sheet items (such as trade receivables, unbilled income and
deferred income) to recognise in the period, management is required
to form a judgement on each individual contract of the total
expected fees and total anticipated costs. These estimates and
judgements may change over time as the engagement completes and
this will be recognised in the consolidated statement of
comprehensive income in the period in which the revision becomes
known. These judgements are formed over a large portfolio of
contracts and are therefore unlikely to be individually
material.
Invoices on formal insolvency appointments are generally raised
having achieved approval from creditors to draw fees. This is
typically settled on a timely basis from case funds. On advisory
engagements, invoices are generally raised in line with contract
terms.
Where revenue is recognised in advance of the invoice being
raised (in line with the recognition criteria above) this is
disclosed as unbilled revenue within trade and other
receivables.
Our property asset management team recognise revenue (typically
LPA receivership work) as performance obligations are delivered
during a project.
Unbilled revenue
Unbilled revenue recognised by the Group falls into one of three
categories: insolvency & advisory services, corporate nance
services and debt advisory services.
When the Group is engaged to work on large and complex
administration assignments it can take longer to negotiate final
fees with creditors and therefore our appointment on these more
complex cases can increase our unbilled revenue and extend the cash
conversion cycle. Within our sector work in progress days (unbilled
revenue) can typically range from five to seven months.
Debt advisory services
Revenue will typically be recognised at a point in time
following satisfaction of the performance obligation(s) in the
contract, at which point the Group is typically entitled to invoice
the customer and payment will be due.
Corporate Finance services
Fees typically comprise a non-refundable retainer and a success
fee based on a xed percentage of the transaction value.
Non-refundable retainer fees are recognised over the course of the
contract during which the ongoing provision of services, which vary
by assignment, is delivered. The scope and value of the retainer is
agreed upon commencement and reviewed regularly over the delivery
period. Retainer fees are invoiced to the client and are payable in
the rst three to four months. Success fees are deferred and
recognised on completion when unconditional contracts have been
exchanged.
2.12 Goodwill
Goodwill is initially measured at cost (being the excess of the
aggregate of the consideration transferred and the amount
recognised for non-controlling interests and any previous interest
held over the net identi able assets acquired and liabilities
assumed). If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, the Group re-assesses
whether it has correctly identi ed all of the assets acquired and
all of the liabilities assumed and reviews the procedures used to
measure the amounts to be recognised at the acquisition date.
If the reassessment still results in an excess of the fair value
of net assets acquired over the aggregate consideration
transferred, then the gain is recognised in the income
statement.
After initial recognition, goodwill is measured at cost less any
accumulated impairment losses. The goodwill is tested annually for
impairment irrespective of whether there is an indication of
impairment. For the purpose of impairment testing, goodwill
acquired in a business combination is, from the acquisition date,
allocated to each of the Group's cash-generating units that are
expected to bene t from the combination, irrespective of whether
other assets or liabilities of the acquiree are assigned to those
units.
2.13 Intangible assets other than goodwill
Intangible assets acquired separately from a business are
recognised at cost and are subsequently measured at cost less
accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised
separately from goodwill at the acquisition date at the fair
value.
Amortisation is recognised so as to write off the cost or
valuation of assets less their residual values over their useful
lives, being 25% on a straight-line basis for computer software,
and 8% on a straight-line basis for client lists.
2.14 Property, plant and equipment
Property, plant and equipment are stated at cost, net of
accumulated depreciation and accumulated impairment losses.
Cost comprises purchase cost together with any incidental costs
of acquisition.
Depreciation is provided to write down the cost, less the
estimated residual value of all tangible xed assets, by equal
instalments over their estimated useful economic lives on a
straight-line basis. The following rates are applied:
Computer equipment 25%
--------------------- --------------
Fixtures and
fittings 15%
--------------------- --------------
Leasehold Over the term
improvements of the lease
-------------------- ---------------
Right of Over the term
use assets of the lease
-------------------- ---------------
Motor vehicles 25%
2.15 Financial instruments
The Group classi es nancial instruments, or their component
parts, on initial recognition as a nancial asset, a nancial
liability or an equity instrument in accordance with the substance
of the contractual arrangement. Financial instruments are
recognised on trade date when the Group becomes a party to the
contractual provisions of the instrument. Financial instruments are
recognised initially at fair value plus, in the case of a nancial
instrument not at fair value through pro t and loss, transaction
costs that are directly attributable to the acquisition or issue of
the nancial instrument. Financial assets are derecognised when the
contractual rights to the cash flows from the financial asset
expire, or when the financial asset and substantially all the risks
and rewards are transferred. A financial liability is derecognised
when it is extinguished, discharged, cancelled or expires.
2.16 Non-derivative nancial instruments
Non-derivative nancial instruments comprise trade and other
receivables, cash and cash equivalents, loans and borrowings and
trade and other payables. All nancial instruments held are classi
ed as nancial assets or liabilities held as at amortised cost.
Trade and other receivables and Trade and other payables
Trade and other receivables are recognised initially at
transaction price less attributable transaction costs. Trade and
other payables are recognised initially at transaction price plus
attributable transaction costs. Subsequent to initial recognition
they are measured at amortised cost using the effective interest
method, less any expected credit losses in the case of trade and
other receivables. The Group applies the simplified approach to
providing for expected credit losses, which permits the use of the
lifetime expected loss provision for trade receivables. The Group
makes specific provisions for lifetime expected credit losses
against trade receivables where additional information is known
regarding the recoverability of those balances. For the remaining
trade receivables balances, the Group has established an expected
credit loss model based on historical data. If the arrangement
constitutes a nancing transaction, for example if payment is
deferred beyond normal business terms, then it is measured at the
present value of future payments discounted at a market rate of
interest for a similar debt instrument.
Interest bearing borrowings
Interest bearing borrowings are recognised initially at their
fair value. Subsequent to initial recognition, interest bearing
borrowings are stated at amortised cost using the effective
interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call
deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group's cash management are included as a
component of cash and cash equivalents for the purpose only of the
cash ow statement.
2.17 Impairment of tangible and intangible assets
At each reporting end date, the Group reviews the carrying
amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an
impairment loss. The impairment indicator assessment applies to all
assets, including assets with indefinite useful lives and goodwill
for which an impairment assessment is performed annually,
regardless of whether an impairment indicator exists or not. If any
such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss
(if any). Where it is not possible to estimate the recoverable
amount of an individual asset, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash ows are discounted to their present value using a
pre-tax discount rate that re ects current market assessments of
the time value of money and the risks speci c to the asset for
which the estimates of future cash ows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. Impairment losses are recognised immediately in
the consolidated statement of comprehensive income.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (or cash-generating unit) in prior years. The
reversal of an impairment loss is recognised immediately in pro t
or loss. Impairment of goodwill is not reversed.
2.18 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
Current tax
The tax currently payable is based on taxable pro t for the
year. Taxable pro t differs from net pro t as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting end
date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the nancial statements and the corresponding tax bases used in
the computation of taxable pro t and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable pro ts will be available, against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the tax pro t nor the accounting
pro t.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that suf cient taxable pro ts will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are enacted or
substantively enacted when the liability is settled, or the asset
is realised. Deferred tax is charged or credited to the
consolidated statement of comprehensive income except when it
relates to items charged or credited to equity, in which case the
deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes by the
same taxation authority and the Group intends to settle its current
tax assets and liabilities on a net basis.
2.19 Employee bene ts
The Group operates de ned contribution plans for its employees.
A de ned contribution plan is a post-employment bene t plan under
which the Group pays xed contributions into a separate entity and
will have no legal or constructive obligation to pay further
amounts. Obligations for contributions to de ned contribution
pension plans are recognised as an expense in the periods during
which services are rendered by employees.
Termination bene ts are recognised immediately as an expense
when the Group is demonstrably committed to terminate the
employment of an employee or to provide termination bene ts.
2.20 Provisions
A provision is recognised in the statement of nancial position
when the Group has a present legal or constructive obligation as a
result of a past event, that can be reliably measured and it is
probable that an out ow of economic bene ts will be required to
settle the obligation. Provisions are determined by discounting the
expected future cash ows at a pre-tax rate that re ects risks speci
c to the liability.
In common with comparable businesses, the Group is involved in a
number of disputes in the ordinary course of business which may
give rise to claims. Provision is made in the nancial statements
for all claims where costs are likely to be incurred and represents
the cost of defending and concluding claims. The Group carries
professional indemnity insurance and no separate disclosure is made
of the cost of claims covered by insurance, as to do so could
seriously prejudice the position of the Group. There are currently
no provisions held at year-end for legal claims.
2.21 Leases
The Group leases a number of properties in various locations
from which it operates.
All leases are accounted for by recognising a right of use asset
and a lease liability except for:
-- Leases of low value assets; and
-- Leases with a duration of twelve months or less.
In accordance with IFRS16, lease liabilities are measured at the
present value of the contractual payments due to the lessor over
the lease term, with the discount rate determined by reference to
the rate inherent in the lease at the commencement date.
Variable lease payments are only included in the measurement of
the lease liability if they depend on an index or rate. In such
cases, the initial measurement of the lease liability assumes the
variable element will remain unchanged throughout the lease term.
Other variable lease payments are expensed in the period to which
they relate.
On initial recognition, the carrying value of the lease
liability also includes:
-- Amounts expected to be payable under any residual value
guarantee;
-- The exercise price of any purchase option granted in favour
of the Group if it is reasonably certain to assess that option;
-- Any penalties payable for terminating the lease, if the term
of the lease has been estimated on the basis of termination option
being exercised.
Right of use assets are initially measured at the amount of the
lease liability, reduced for any lease incentives received, and
increased for:
-- Lease payments made at or before commencement of the
lease;
-- Initial direct costs incurred; and
-- The amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased
asset (typically leasehold dilapidations).
Subsequent to initial measurement, lease liabilities increase as
a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made.
Right of use assets are depreciated on a straight-line basis
over the remaining term of the lease or over the remaining economic
life of the asset if, rarely, this is judged to be shorter than the
lease term.
When the Group revises its estimate of the term of any lease
(because, for example, it re-assesses the probability of a lessee
extension or termination option being exercised), it adjusts the
carrying amount of the lease liability to re ect the payments to
make over the revised term, which are discounted at the same
discount rate that applied on lease commencement. The carrying
value of lease liabilities is similarly revised when the variable
element of future lease payments dependent on a rate or index is
revised. In both cases an equivalent adjustment is made to the
carrying value of the right of use asset, with the revised carrying
amount being depreciated over the remaining (revised) lease
term.
2.22 Financing income and expenses
Financing expenses comprise interest payable, nance charges on
leases recognised in pro t or loss using the effective interest
method, unwinding of the discount on provisions, and net foreign
exchange losses that are recognised in the statement of
comprehensive income.
Other interest receivable and similar income includes interest
receivable on funds invested and net foreign exchange gains.
Interest income and interest payable are recognised in the
statement of comprehensive income as they accrue, using the
effective interest method.
2.23 Share capital
Ordinary Shares are classi ed as equity. Equity instruments
issued by the Company are recorded at the proceeds received, net of
direct issue costs.
2.24 Share based payments
Equity settled share-based payments to employees and others
providing similar services are measured at the fair value of the
equity instruments at the grant date.
The fair value determined at the grant date of the equity
settled share-based payments is expensed on a straight-line basis
over the vesting period, based on the Group's estimate of the
number of equity instruments that will eventually vest, with a
corresponding increase in equity. At the end of each reporting
period, the Group revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in the statement of
comprehensive income such that the cumulative expense re ects the
revised estimate, with a corresponding adjustment to other
reserves. Where equity settled share-based payments of the Parent
Company have been issued to employees of its subsidiaries, this is
recognised as a cost of investment in the Parent Company nancial
statements and as an expense and capital contribution in the
subsidiary.
The Employee Bene t Trust has been consolidated.
2.25 Dividends
Interim dividends are recognised in the financial statements
when they are paid. Final dividends which are recommended for
shareholder approval after the year-end balance sheet date, are
disclosed as a post year-end event.
2.26 Liabilities to Partners
The Group recognises liabilities to Partners, and due to the
nature of the transactions discloses these amounts separately to
other payables. Upon IPO in March 2020 the Group had cessation
profits due to Partners and related tax due to HMRC totalling
GBP22.0 million, these have been disclosed separately to the go
forward profits due to Partners as part of the ongoing profit share
agreements that Partners have with Group companies. As at 30 April
2022, of the IPO liabilities GBP1.3 million was outstanding and in
May 2022 this was repaid, so all IPO liabilities have been
satisfied. Going forward the only liabilities to Partners are the
go-forward profit shares.
3. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, Directors
are required to make judgements, estimates and assumptions about
the carrying amount of assets and liabilities that are not readily
apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised, if the revision
affects only that period, or in the period of the revision and
future periods if the revision affects both current and future
periods.
The following are the critical judgements, apart from those
involving estimates (which are dealt with separately below), that
have been made in the process of applying the Group's accounting
policies and that have had the most signi cant effect on amounts
recognised in the nancial statements:
Deemed remuneration
Deemed remuneration arises during acquisitions, where
compensation in the form of equity is subject to a lock-in period,
in order to retain the key fee earners post acquisition. This is a
judgement area but the guidance in IFRS 3 Business Combinations is
followed. As the equity compensation is restricted until the key
fee earners have completed the required lock-in period, it is not
considered to be part of the cost of the acquisition and it is
initially recognised in the share-based payments reserve as a debit
to the reserve and amortised through the statement of comprehensive
income over the lock-in period. Compensation for the acquisitions
made in the year was in the form of equity subject to a lock-in
period. The Directors have made the judgement that this equity
compensation is deemed remuneration. Note 24 provides further
detail on the acquisitions in the year.
Key source of estimation uncertainty
The judgements involving estimates and assumptions which have a
signi cant risk of causing a material adjustment to the carrying
amount of assets and liabilities are as follows:
Impairment of goodwill
The Group records all assets and liabilities acquired in
business combinations, including goodwill, at fair value. Goodwill
is not amortised but is subject, at a minimum, to annual tests for
impairment. The initial goodwill recorded, and subsequent
impairment review, require management to determine appropriate
assumptions (which are sources of estimation uncertainty) in
relation to cash flow projections over a five year period, the
terminal growth rate and the discount rate used to discount the
cash flows to present value. Due to the size and nature of goodwill
it is considered an area of estimation uncertainty. The balance of
goodwill is GBP10.8 million (2022: GBP10.2 million). See Note 13
for further details on the Group's assumptions.
Unbilled revenue
Time recorded for chargeable professional services work is
regularly reviewed to ensure that only that which the Directors
elieve to be recoverable from the client is recognised as unbilled
revenue within prepayments and accrued revenue.
Estimates are made with allocating revenue to the performance
obligation and the valuation of contract assets. The Group
estimates the contract completion point, costs yet to be incurred
and the potential outcome of the contract.
Signi cant assumptions are involved on a case-by-case basis in
order to estimate the time to complete an assignment and the
resultant final compensation, where variable consideration is
involved, and which results in the recognition of unbilled
revenue.
Management base their assumptions on historical experience,
market insights and rational estimates of future events. Estimates
are made in each part of the business by engagement teams with
experience of the service being delivered and are subject to review
and challenge by management. The balance of unbilled revenue at
year-end was GBP45.8 million (2022: GBP35.3 million). Refer to Note
15 for further detail on unbilled revenue.
Share based payments
The charge related to equity settled transactions with employees
is measured by reference to the fair value of the equity
instruments at the date they are granted, using an appropriate
valuation model selected according to the terms and conditions of
the grant. Judgement is applied in determining the most appropriate
valuation model and in determining the inputs to the model.
Third-party experts are engaged to advise in this area where
necessary. There is estimation uncertainty in the determination of
assumptions related to the number of options which are expected to
vest, by reference to historic leaver rates and expected outcomes
under relevant performance conditions. The share-based payment
expense for the year was GBP8.4 million (2022: GBP8.0 million).
Refer to Note 23 for further detail on share-based payments.
4. Financial risk management
The Group is exposed to a variety of nancial risks through its
use of nancial instruments which result from its operating
activities. All of the Group's nancial instruments are classi ed as
nancial assets or liabilities measured at amortised cost.
The Group does not actively engage in the trading of nancial
assets for speculative purposes. The most signi cant nancial risks
to which the Group is exposed are described below.
Credit risk
Credit risk associated with cash balances is managed by
transacting with major global financial institutions and
periodically reviewing their creditworthiness. The Group mainly
banks with Barclays Bank plc and NatWest whose credit ratings are
A-1 short term, (Standard & Poor's) and A-2 short term,
(Standard & Poor's) respectively. Accordingly, the Group's
associated credit risk is limited. The definition of default is
when a client or member of other party are unable to pay the
amounts due based on internal credit risk management procedures and
information.
Generally, the Group's maximum exposure to credit risk is
limited to the carrying amount of the nancial assets recognised at
the balance sheet date, as summarised below.
Credit risk is the risk of nancial risk to the Group if a
counter party to a nancial instrument fails to meet its contractual
obligation. The nature of the Group's debtor balances, the time
taken for payment by clients and the associated credit risk are
dependent on the type of engagement.
Year Ended Year Ended
30 April 2023 30 April 2022
Credit Risk GBP'million GBP'million
------------------------ ------------------
Trade receivables 7.9 7.2
Cash and cash equivalents 27.7 24.9
35.6 32.1
------------------------ ------------------
On formal insolvency appointments (which form the majority of
the Group's activities), invoices are generally raised having
achieved approval from creditors to draw fees. This is typically
settled on a timely basis from case funds. The credit risk on these
engagements is therefore considered to be extremely low.
The Group's trade receivables are actively monitored by
management on a monthly basis. The Group provides a variety of
different professional services in line with its pillars to spread
credit risk over its service lines. The Group also controls cash
collection of its insolvency assignments in line with the terms of
appointment.
The ageing pro le of trade receivables that were not impaired is
shown within Note 15. The Group does not believe it is exposed to
any material concentrations of credit risk.
The Group reviews unbilled revenue on a case-by-case basis. On a
monthly basis, following the receipt of information implying
irrecoverability the appropriate provisions are booked. The
unbilled revenue disclosed within the accounts is net of
provisioning, therefore the Group does not consider the unbilled
revenue disclosed on the balance sheet to be of material credit
risk. Unbilled revenue amounted to GBP45.8 million (2022: GBP35.3
million).
Liquidity risk
Liquidity risk is the risk that the Group will encounter dif
culty in meeting its obligations associated with its nancial
liabilities. The Group seeks to manage nancial risks to ensure suf
cient liquidity is available to meet foreseeable needs and to
invest cash assets safely and pro tably.
The contractual undiscounted maturities of borrowings, trade
payables and other nancial liabilities are disclosed below.
Year Ended Year Ended
30 April 2023 30 April 2022
Liquidity risk GBP'million GBP'million
------------------------ ------------------
Within 1 year 25.2 26.3
Within 2-5 years 8.9 12.0
Beyond 5 years 4.1 4.0
38.2 42.3
------------------------ ------------------
The discounted carrying value of these liabilities is GBP37.4
million (2022: GBP41.2 million), comprising GBP6.5 million lease
liabilities (2022: GBP6.3 million), GBP4.8 million loans (2022:
GBP6.8 million), and GBP26.1 million trade and other payables
(2022: GBP28.1 million).
Interest rate risk
Interest rate risk is the risk that the value of a nancial
instrument or cash ows associated with the instrument will uctuate
due to changes in market interest rates. Interest bearing assets
including cash and cash equivalents are considered to be short term
liquid assets. It is the Group's policy to settle trade payables
within the credit terms allowed and the Group does therefore not
incur interest on overdue balances.
The Group has a term loan of GBP4.8 million as at April 2023 and
had a rate of interest being base plus 3% repayable over a 3
remaining years. This was refinanced on better terms in July 2023.
The company has an interest risk management strategy and
reforecasts cashflow whenever the base rate changes. The recent
rise in base interest rates has increased repayments due, but the
Group is well placed to meet the amounts due.
In terms of sensitivity analysis, if interest rates increased by
200 basis points or 2% the incremental FY2023 impact would reduce
the Profit before tax by GBP0.1 million. If base rate (prevailing
at the date of signing of 5%) reduced, there would be a marginal
increase in the Group's FY2024 Profit before tax.
Foreign currency risk
While the Group now has a location operating in Cyprus with a
primary currency of Euro, it is considered that there is no
material risk associated with foreign currency transactions or
overseas subsidiaries.
Capital management
The Group monitors the capital requirements within the Group and
maintains a capital management policy, that enables the Group to
meet requirements it may face. In May 2022, the Group repaid all
IPO liabilities due to Partners, with a final payment of GBP1.3
million. Net cash of GBP22.9 million (2022: GBP18.1 million), an
undrawn GBP10 million revolving credit facility ("RCF"), the
secondary share placing raising GBP7.5 million in June 2022 and the
ability to issue further equity, gives the Group sufficient options
to act as acquisition opportunities arise, subject to our selective
criteria of cultural fit, strategic fit and mutually acceptable
transaction economics.
5. Operating segments
The Group has one single business segment and therefore all
revenue is derived from the provision of specialist business
advisory services as stated in the principal activity. The Chief
operating Decision Maker (CoDM) is the Chief Executive Officer. The
Group has five service pillars which individually do not meet the
definition of a disclosable operating segment.
All revenue is recognised in relation to contracts held with
customers. No customer contributed 10% or more of the Group's
revenue.
6. Operating pro t
Operating pro t has been arrived at after charging:
Year Ended Year Ended
30 April 30 April
2023 2022
GBP'million GBP'million
------------------------ ------------------
Depreciation of owned assets 0.8 0.8
Depreciation of right-of-use-assets 1.6 1.3
Amortisation of intangible assets 0.1 0.1
Fees payable to the Group's auditor for
the audit of the group accounts 0.1 0.1
Expenses relating to short term leases 0.4 0.3
7. Exceptional costs
Year Ended Year Ended
30 April
30 April 2023 2022
GBP'million GBP'million
------------------------ ------------------
Operating items
Costs in relation to June 2022 share
placing 0.1 -
Total exceptional costs 0.1 -
------------------------ ------------------
8. Director and employee information
The average number of Directors and employees during the year
was:
Year Ended Year Ended
30 April 30 April
2023 2022
Number Number
--------------------------- -------------------
Directors 7 7
Fee earning employees (including
Partners) 406 370
Non fee earning employees 97 90
The aggregate payroll costs
of these persons were as
follows:
GBP'million GBP'million
--------------------------- -------------------
Wages, salaries and Partner
compensation charged as an
expense 51.2 46.4
Social security costs 3.6 3.7
Pension costs - defined contribution
scheme 1.1 0.7
Share-based payment expense 6.3 5.4
Deemed remuneration 2.1 2.6
64.3 58.8
--------------------------- -------------------
9. Directors' remuneration and emoluments (including Partner profit allocations)
Details of emoluments paid to directors (including Partner pro t
allocations in respect of Messrs Rowley and French) are as
follows:
Year Ended Year Ended
30 April 2023 30 April 2022
GBP'million GBP'million
-------------------- ------------------------
Directors' emoluments 2.8 2.7
Benefits in kind (inc. pension
contributions) 0.0 0.0
2.8 2.7
-------------------- ------------------------
Remuneration (including Partner profit allocation) disclosed
above include the following amounts paid to the highest paid
Director:
GBP'million GBP'million
-------------------- ------------------------
Remuneration for qualifying services 1.4 1.3
-------------------- ------------------------
One director is currently included in the company pension
scheme.
10. Finance income and expense
Year Ended Year Ended
30 April
30 April 2023 2022
GBP'million GBP'million
------------------------ --------------------
On short term deposits and investments 0.2 -
Total finance income 0.2 -
------------------------ --------------------
On bank loans and overdrafts measured
at amortised cost 0.4 0.3
On lease liabilities 0.2 0.2
Total finance expense 0.6 0.5
------------------------ --------------------
11. Taxation
Year Ended Year Ended
30 April 2023 30 April 2022
GBP'million GBP'million
----------------------------- ----------------------------
Current tax
UK Corporation tax 3.0 4.7
Deferred tax
Deferred tax credit (1.7) (1.5)
Reversal of temporary differences 1.6 -
Total tax charge 2.9 3.2
----------------------------- ----------------------------
Reconciliation of tax charge:
Year Ended Year Ended
30 April 2023 30 April 2022
GBP'million GBP'million
----------------------------- ----------------------------
Profit before tax 15.6 15.1
Corporation tax in the UK at 19.5%
(2022: 19%) 3.0 2.9
Effects of:
Non-deductible expenses 0.4 0.9
Other permanent differences (0.5) (0.5)
Total tax charge 2.9 3.2
----------------------------- ----------------------------
The UK Budget 2021 announcements on 3 March 2021 included an
increase to the UK's main corporation tax rate to 25%, which was
effective from 1 April 2023. The relevant corporation tax rate has
been applied in the calculation of deferred tax balances.
12. Earnings per share
The earnings per share ("EPS") has been calculated using the pro
t for the year and the weighted average number of Ordinary Shares
outstanding during the year, as follows:
Adjusted Adjusted
EPS EPS EPS EPS
2023 2023 2022 2022
Reported
Profit
after tax
GBPm 12.7 12.7 11.9 11.9
Add Share
based
payments
GBPm - 8.4 - 8.0
Less
deferred
tax GBPm (1.7) (1.5)
Adjusted
Profit
after tax
GBPm 12.7 19.4 11.9 18.4
Total
average
shares in
issue 248,305,296 248,305,296 243,191,489 243,191,489
Total share
EPS*
(pence) 5.13 7.83 4.90 7.57
------------- ------------------------- -------------------- ---------------------------- ----------------------
Weighted
average
shares
in issue
excluding
EBT 228,182,054 228,182,054 222,669,711 222,669,711
Basic EPS
(pence) 5.58 8.52 5.35 8.27
------------- ------------------------- -------------------- ---------------------------- ----------------------
Dilutive
potential
ordinary
shares
under share
option
schemes 10,711,511 10,711,511 13,424,101 13,424,101
Weighted
diluted
shares
in issue 238,893,564 238,893,564 236,487,512 236,487,512
Diluted EPS
(pence) 5.33 8.14 5.04 7.80
------------- ------------------------- -------------------- ---------------------------- ----------------------
The Employee Bene t Trust has waived its entitlement to
dividends and is not included within weighted average shares in
issue. It holds 20,123,242 shares of the 249,401,058 shares in
issue at 30 April 2023 (2022: 22,531,865). When options are
exercised by employees, dividend rights accrue.
*Total share EPS is an alternative performance measure used by
management to assess performance.
13. Goodwill and other intangible assets
Client List Goodwill Total
GBP'million GBP'million GBP'million
------------------ ------------------- ---------------------------
Cost
At 1 May 2021 0.8 9.6 10.4
Additions 0.6 0.6
At 30 April 2022 0.8 10.2 11.0
------------------ ------------------- ---------------------------
At 1 May 2022 0.8 10.2 11.0
Additions 0.6 0.6
At 30 April 2023 0.8 10.8 11.6
------------------ ------------------- ---------------------------
Amortisation
At 1 May 2021 (0.0) - (0.0)
Charge for the period (0.1) - (0.1)
At 30 April 2022 (0.1) - (0.1)
------------------ ------------------- ---------------------------
At 1 May 2022 (0.1) - (0.1)
Charge for the period (0.1) - (0.1)
At 30 April 2023 (0.2) - (0.2)
------------------ ------------------- ---------------------------
Net book value
At 30 April 2022 0.7 10.2 10.9
At 30 April 2023 0.6 10.8 11.4
------------------ ------------------- ---------------------------
Additions to goodwill in the year relate to acquisitions as set
out in Note 24.
Following initial recognition, goodwill is subject to impairment
reviews, at least annually, and measured at cost less accumulated
impairment losses. Any impairment is recognised immediately in the
consolidated statement of comprehensive income and is not
subsequently reversed.
There are three steps to performing an impairment review:
-- Allocating the goodwill to the relevant cash-generating unit
("CGU") or multiple CGUs.
-- Determining the recoverable amount of the CGU to which the
goodwill belongs.
-- Recognising any impairment losses after performing an
impairment review of the CGU or CGUs.
Goodwill acquired in a business combination represents future
economic bene ts arising from assets that are not capable of being
individually identi ed and separately recognised. Goodwill does not
generate cash ows independently from other assets or groups of
assets and so the recoverable amount of goodwill as an individual
asset cannot be determined. However, goodwill often contributes to
the cash ows of individual or multiple CGUs. Therefore, goodwill
acquired in a business combination must be allocated from the
acquisition date to each of the acquirer's CGUs or groups of CGUs
that are expected to bene t from the synergies of the business
combination.
The de nition of a CGU is "the smallest identi able group of
assets that generates cash in ows that are largely independent of
the cash in ows from other assets or groups of assets" (per IAS
36).
For the Group a CGU is represented by:
-- A net cash inflow stream from a group of acquired
Partners
-- A net cash inflow from an entire location
-- An entire entity (parent or subsidiary entities within a
group)
-- Departments or business units within an entity
In accordance with IAS 36, a CGU to which goodwill has been
allocated shall be tested for impairment annually and whenever
there is indication of impairment by comparing the carrying amount
of the unit, including the goodwill, with the recoverable amount of
the unit.
If the recoverable amount of the unit exceeds the carrying
amount of the unit, the unit and the goodwill allocated to that
unit shall be regarded as not impaired. If the carrying amount of
the unit exceeds the recoverable amount of the unit, the entity
shall recognise an impairment loss.
Goodwill
At 30 April 2023:
-- Spectrum GBP5.6m
-- JDC Group GBP3.2m
-- Debt Advisory GBP0.8m
-- BridgeShield GBP0.6m
-- APP GBP0.6m
The recoverable amount is the higher of a CGU's fair value less
costs to sell and its value in use. In brief the fair value less
costs to sell is likely to involve a valuation of the CGU if sold
at an arm's length and deducting the costs of disposal.
The value in use will involve a discounted cash ow ('DCF')
calculation estimating the future cash in ows and out ows to be
derived from the continuing use of the CGU, The DCF calculation
would include the estimated net cash ows, if any, to be received
for the disposal of the CGU at the end of its useful life.
Key assumptions used in value in use calculation
The key assumptions for the value in use calculation are those
regarding:
-- Number of years of cash flows used and budgeted EBITDA growth
rate;
-- Discount rate; and
-- Terminal growth rate.
Number of years of cash ows used
The recoverable amount of the CGU is based on a value in use
calculation using speci c cash ow projections over a 5-year period
and a terminal growth rate thereafter. The cash ow projections for
the 5-year period assume a growth rate for each CGU between 0% to
6% (2022: 7.5%) based on prior performance and future
expectation.
The 5-year forecast is prepared considering members'
expectations based on market knowledge, numbers of new engagements
and the pipeline of opportunities.
Discount rate
The Group's post-tax weighted average cost of capital has been
used to calculate a Group pre-tax discount rate of 12.9% (2022:
12.9%), which re ects current market assessments of the time value
of money for the period under review and the risks speci c to the
Group.
Terminal growth rate
A terminal growth rate of 1.0% (2022: 1.0%) is used. This is
derived from members' expectations based on market knowledge,
numbers of new engagements, and the pipeline of opportunities.
Sensitivity to changes in assumptions
With regard to the assessment of value in use for Debt Advisory,
JDC, Spectrum, BridgeShield, and APP CGU, the Directors believe
that reasonably possible changes in any of the above key
assumptions would not cause the carrying value of the unit to
exceed its recoverable amount.
14. Property, plant and equipment
Fixtures
Leasehold Computer and Leasehold
Properties equipment fittings improvements Total
(right
of use
asset)
GBP'million GBP'million GBP'million GBP'million GBP'million
----------------- -------------- ------------------ ---------------------- --------------
Cost
At 1 May 2021 7.6 2.2 0.8 1.9 12.5
Additions 4.0 0.5 0.3 0.7 5.4
Disposal - (1.0) (0.1) (0.6) (1.7)
At 30 April 2022 11.6 1.7 0.9 2.1 16.3
----------------- -------------- ------------------ ---------------------- --------------
At 1 May 2022 11.6 1.7 0.9 2.1 16.3
Arising on
acquisitions 0.1 0.0 0.0 0.0 0.1
Additions 1.7 0.4 0.1 0.1 2.3
Disposals - (0.2) - - (0.2)
At 30 April 2023 13.4 1.9 1.0 2.2 18.5
----------------- -------------- ------------------ ---------------------- --------------
Depreciation
At 1 May 2021 (4.1) (1.4) (0.4) (0.9) (6.8)
Depreciation charge
for
the period (1.3) (0.4) (0.1) (0.3) (2.1)
Disposals - 1.0 0.1 0.6 1.7
At 30 April 2022 (5.3) (0.8) (0.4) (0.7) (7.2)
----------------- -------------- ------------------ ---------------------- --------------
At 1 May 2022 (5.3) (0.8) (0.4) (0.7) (7.2)
Depreciation charge
for
the period (1.6) (0.4) (0.1) (0.3) (2.4)
Disposals - 0.1 - - 0.1
At 30 April 2023 (6.9) (1.1) (0.5) (1.0) (9.5)
----------------- -------------- ------------------ ---------------------- --------------
Net book value
At 30 April 2022 6.3 0.9 0.6 1.4 9.1
At 30 April 2023 6.5 0.8 0.5 1.2 9.0
----------------- -------------- ------------------ ---------------------- --------------
15. Trade and other receivables
Group as at Group as at
30 April 2023 30 April 2022
Trade and other receivables GBP'million GBP'million
------------------------ --------------------
Trade receivables 7.9 7.2
Other receivables 4.6 3.6
Unbilled revenue 45.8 35.3
58.3 46.1
------------------------ --------------------
The ageing profile of non-related party trade receivables
is as follows:
As at As at
30 April 2023 30 April 2022
Due in GBP'million GBP'million
------------------------ --------------------
<30 Days 4.1 3.4
30-60 Days 1.6 1.7
60-90 Days 0.8 0.8
90-180 Days 0.8 0.8
>180 Days 0.6 0.5
Total 7.9 7.2
------------------------ --------------------
All of the trade receivables were non-interest bearing and
receivable under normal commercial terms. The Directors consider
that the carrying value of trade and other receivables approximates
to their fair value.
The acquisition completed during the year fell within FRP's five
service pillars, and therefore the treatment of providing or
writing off acquired receivables follows the Group policy.
All trade receivables and unbilled revenue are derived from
contracts with customers. Unbilled revenue constitutes income
recognised based on stage of completion but not yet billed to the
customer. Write-offs happen on a case-by-case basis immediately
following the receipt of information implying
non-recoverability.
The gross receivables have increased in line with the growth of
the business.
The expected loss provision for trade receivables is calculated
on the gross carrying amount of trade receivables less any specific
loss allowance. Changes from prior periods are due to specific loss
allowances, and are detailed below as follows:
As at 30 60-90 90-180
April 2022 <30 Days 30-60 Days Days Days >180 Days Total
Expected
loss rate 0% 2% 3% 7% 62% 12%
Gross
carrying
amount 3.4 1.7 0.8 0.9 1.3 8.1
Expected
credit
loss
provision (0.0) (0.0) (0.0) (0.1) (0.8) (0.9)
------------------------ -------------------- ------------ ------------------ ------------------- ---------------
3.4 1.7 0.8 0.8 0.5 7.2
As at 30
April 2023
Expected
loss rate 5% 2% 2% 16% 64% 16%
Gross
carrying
amount 4.3 1.6 0.8 1.0 1.6 9.3
Expected
credit
loss
provision (0.2) (0.0) (0.0) (0.2) (1.0) (1.4)
------------------------ -------------------- ------------ ------------------ ------------------- ---------------
4.1 1.6 0.8 0.8 0.6 7.9
16. Cash and cash equivalents
Group as at Group as at
30 April 2023 30 April 2022
GBP'million GBP'million
----------------------- -----------------
Cash at bank and in hand 27.7 24.9
17. Trade and other payables
Group as
Group as at at
30 April
30 April 2023 2022
Current liabilities GBP'million GBP'million
------------------------- ------------------
Trade payables 1.9 1.6
Other taxes and social security costs 8.4 7.4
Liabilities to Partners go forward 10.3 9.1
Liabilities to Partners cessation profits
at IPO - 1.3
Deferred consideration - 0.4
Other payables and accruals 9.1 10.3
29.7 30.2
------------------------- ------------------
Group as
Group as at at
30 April
30 April 2023 2022
Non-current liabilities GBP'million GBP'million
------------------------- ------------------
Other payables and accruals 0.7 1.4
Partner capital 4.1 4.3
4.8 5.7
------------------------- ------------------
All of the trade payables were non-interest bearing and under
normal commercial terms. The Directors consider that the carrying
value of trade and other payables approximates to their fair
value.
The liabilities to Partners mentioned in both of the above
tables includes tax due to HMRC on their behalf.
Other payables and accruals includes GBP5.5 million of staff
costs (2022: GBP7.1 million).
18. Loans and borrowings
Group as at Group as at
30 April 2023 30 April 2022
GBP'million GBP'million
------------------------ ------------------
Current borrowings
Bank loan 1.6 2.0
Lease liability 1.2 1.4
2.8 3.4
------------------------ ------------------
Non-current borrowings
Bank loan 3.2 4.8
Lease liability 5.3 4.9
8.5 9.7
------------------------ ------------------
Bank loan is repayable
Within one year 1.6 2.0
Within two to five years 3.2 4.8
4.8 6.8
------------------------ ------------------
The above GBP4.8 million (2022: GBP6.8 million) loan is with
Barclays Bank plc (Barclays) and is repayable over quarterly
instalments of GBP0.4m. Interest rate was the Bank of England base
rate, plus 3%. The Group also has a GBP10 million revolving credit
facility with Barclays that was undrawn at 30 April 2023, running
until 30 November 2023. These facilities were refinanced in July
2023 on better terms, for 3 years. The Directors consider that the
carrying value of loans and borrowings approximates to their fair
value.
19. Deferred tax
Group as at Group as at
30 April 2023 30 April 2022
GBP'million GBP'million
------------------------ ------------------
Deferred tax asset brought forward 2.4 0.9
Recognised in profit and loss for
the period 0.1 1.5
Deferred tax asset brought forward 2.5 2.4
------------------------ ------------------
The deferred tax provision is analysed as follows:
Group as at Group as at
30 April 2023 30 April 2022
GBP'million GBP'million
------------------------ ------------------
Accelerated capital allowance (0.2) (0.1)
Share based payments 2.8 2.6
Deferred tax on acquisition (0.1) (0.1)
2.5 2.4
------------------------ ------------------
20. Financial instruments
Group as at Group as at
30 April 2023 30 April 2022
GBP'million GBP'million
----------------------- -----------------
Financial assets held at amortised cost 35.6 32.1
Financial liabilities held at amortised
cost 38.1 42.3
21. Share capital
Group as
Group as at at
30 April
30 April 2023 2022
Allotted, called up and fully paid GBP GBP
-------------------- ----------------
249,401,058 (2022: 243,191,489) Ordinary
shares of GBP0.001 each 249,401 243,191
On 4 May 2022, 393,700 new Ordinary Shares were issued as part
of the acquisition of BridgeShield Asset Management Limited.
In June 2022 5,357,143 new shares were issued as part of a
GBP7.5 million gross raise linked to an oversubscribed secondary
share placing.
On 16 December 2022, 321,226 new Ordinary Shares were issued as
part of the acquisition of FRP Advisory (Cyprus) Limited and APP
Audit Co Ltd.
On 30 March 2023, 137,500 new Ordinary Shares were issued under
the company share option scheme.
22. Dividends
For FY2023 a dividend of GBP1,887k, equivalent to 0.85p per
eligible Ordinary Share, was declared on 15 September 2022 and paid
on 23 December 2022. A dividend of GBP1,882k, equivalent to 0.85p
per eligible Ordinary Share, was declared on 13 December 2022 and
paid on 24 March 2023. A dividend of GBP1,959k, equivalent to 0.85p
per eligible Ordinary Share, was declared on 13 February 2023 and
paid on 16 June 2023. The Board recommends a final dividend of
2.05p per eligible Ordinary Share for the financial year ended 30
April 2023. Subject to approval by shareholders, the final dividend
will be paid on 27 October 2023 to shareholders on the Company's
register at close of business on 29 September 2023. If the final
dividend is approved, the total dividends paid by the Company
relating to the financial year ended 30 April 2023 will be 4.6p per
eligible Ordinary Share.
23. Share based payments
Number of Number of
share options share options
April 2023 April 2022
Outstanding at the beginning
of the year 18,336,286 16,163,479
Granted during the year 2,112,312 2,448,975
Forfeited during the year (295,595) (276,168)
Exercised during the year (7,865,946) -
Outstanding at the end of the
year 12,287,057 18,336,286
Exercisable at the end of the
year 4,387,779 -
The weighted average life of outstanding options was one
year (2022: two years).
Details of the number of share options outstanding by type of company
scheme were as follows:
Employees Non-executive Total
directors
Outstanding at the beginning
of the year 18,198,786 137,500 18,336,286
Granted during the year 2,112,312 - 2,112,312
Forfeited during the year (295,595) - (295,595)
Exercised during the year (7,728,446) (137,500) (7,865,946)
Outstanding at the end of the
year 12,287,057 - 12,287,057
Exercisable at the end of the
year 4,387,779 - 4,387,779
Option arrangements that exist over FRP Advisory Group plc's shares
at the end of the year are detailed below:
April Exercise
Date of grant 2022 Price (GBP) Vesting
From 6 March 2020 12,287,057 - from 06/03/2023
Weighted average fair value per option is GBP0.97 (2022:
GBP0.85).
The Group uses a Black Scholes model to estimate the fair value
of share options. The options were issued over shares held by the
FRP Advisory Group Employee Benefit Trust. The following
information is relevant in the determination of the fair value of
the above options. The assumptions inherent in the use of this
model, at the time of issue, are as follows:
-- The options are nil cost for the employee scheme established
on IPO and nominal cost for the Non-Executive scheme;
-- The option life is the estimated period over which the
options will be exercised. The options have no expiry date to
discount, so three years has been considered a reasonable expected
life as those awarded are required to remain in employment for
three years;
-- No variables change during the life of the option (such as
the dividend yield remaining zero);
-- The volatility rate has been based on the Group's share price since IPO
-- A risk-free interest rate of 3% has been used (2022: 0.6%); and
-- 100% of the options issued under the employee scheme are expected to vest.
The total recognised share-based payment expense relating to the
employee incentive plan during the year by the Group was GBP6.3
million (2022: GBP5.4 million).
Deemed remuneration arises during acquisitions, where an element
of the consideration has an equity component and is subject to a
lock-in period, in order to retain the fee earners,
post-acquisition. This equity compensation is not treated as part
of the cost of acquisition but is reflected in the share-based
payment reserve and amortised through the statement of
comprehensive income as a share-based payment staff cost, over the
lock-in period.
Value of deemed
remuneration
GBP'million
----------------
As at 1 May 2021 5.2
Amortised in the year (2.6)
----------------
As at 30 April 2022 2.6
As at 1 May 2022 2.6
Granted in the year 1.0
Amortised in the year (2.1)
As at 30 April 2023 1.5
----------------
24. Acquisitions
The Group's growth strategy is to focus on organic growth
supported by selective inorganic opportunities where there is a
cultural, strategic and mutually acceptable transactional economics
fit. The Group made one acquisition in the year as detailed below.
The acquisition strategically fits into the Group's five service
pillars and we believe there to be revenue synergies of the
combinations.
APP (FRP Advisory Cyprus Limited and APP Audit Co Limited)
Date Name Location Type Percentage Services
bought
7 December FRP Advisory Cyprus Share 100% Restructuring Advisory
2022 Cyprus Limited
(formerly
APP Advisory
Limited)
---------------- --------- ------ ------------ -----------------------
7 December APP Audit Cyprus Share 49% Class Audit
2022 Co Limited A (Voting)
and 100%
Class B
(Economic
rights)
---------------- --------- ------ ------------ -----------------------
Acquisition costs of GBP0.01 million (2022: GBP0.03 million)
relating to the acquisition have been expensed in the period but
not adjusted for in adjusted underlying EBITDA.
The fair values of APP at the acquisition date on 7 December
2022, following the purchase price allocation exercise are detailed
below.
On 16 December 2022, equity compensation of GBP540k was also
granted to certain vendor fee earners. As this is subject to a
lock-in, this has not been included within the cost of the
acquisition but as deemed remuneration within the share based
payment reserve in the Statement of Changes in Equity.
The key shareholders who sold APP joined the Group as
Partners.
The acquisition contributed GBP439k of revenue and GBP105k to
the Group's underlying EBITDA for the period between the date of
acquisition and the balance sheet date.
Book value Fair value
GBP'million GBP'million
Combined net assets acquired
Right of use assets 0.1 0.1
Trade receivables 0.5 0.5
Unbilled revenue 0.2 0.2
Cash 0.5 0.5
Trade payables (0.2) (0.2)
Accruals (0.2) (0.2)
VAT (0.1) (0.1)
Corporation tax (0.0) (0.0)
Total 0.8 0.8
----------------------------------- ------------ ------------
Consideration 1.4
Goodwill 0.6
Cash flow GBP'million
Cash paid as consideration on
acquisition 1.4
Less cash acquired at acquisition (0.5)
------------
Net cash outflow 0.9
----------------------------------- ------------ ------------
Cash outflow linked to the consideration paid on the acquisition
of subsidiaries.
JDC (prior year acquisition) GBP0.4m
BridgeShield (prior year acquisition) GBP0.3m
--------
APP (see above) GBP0.9m
--------
GBP1.6m
--------
25. Leases
Group as
Group as at at
30 April
30 April 2023 2022
GBP'million GBP'million
--------------------------- ----------------------
Expenses relating to short
term leases 0.4 0.3
Lease interest 0.2 0.2
Cash outflow for leases 1.7 1.4
The carrying value of right-of-use assets all relate
to leasehold land and buildings.
Undiscounted lease liabilities cashflows in relation
to right-of-use assets fall due as follows:
Group as
Group as at at
30 April
30 April 2023 2022
GBP'million GBP'million
--------------------------- ----------------------
Due within one year 1.9 1.6
Due within two to five years 1.3 1.5
Due after more than five
years 4.1 4.0
7.3 7.0
--------------------------- ----------------------
26. Cash flow of financing activities
Note Bank Loan Lease Liability
----- ------------- -----------------
At 1 May 2021 8.0 3.6
Repayment of principal (1.2) (1.2)
New contracts entered - 3.9
----- ------------- -----------------
At 30 April 2022 6.8 6.3
At 1 May 2022 18 6.8 6.3
Repayment of principal (2.0) (1.4)
New contracts entered - 1.6
At 30 April 2023 4.8 6.5
----- ------------- -----------------
27. Reserves
Called-up share capital
The called-up share capital reserve represents the nominal value
of equity shares issued.
Share premium account
The share premium account reserve represents the amounts above
the nominal value of shares issued and called-up by the
Company.
Own shares (EBT)
The own shares reserve represents the shares of FRP Advisory
Group plc that are held in the Employee Bene t Trust ("EBT").
Share-based payment reserve
The share-based payment reserve represents:
-- The cumulative expense of equity-settled share-based payments
provided to employees, including key management personnel, as part
of their remuneration.
-- Deemed remuneration arising from acquisitions, which is amortised over the lock-in period.
Merger reserve
The merger reserve represents the difference between the nominal
value of shares issued and the fair value of the assets received.
The merger reserve arose following: a share for share exchange
between FRP Advisory LLP and FRP Advisory Group plc as part of the
Group reorganisation in March 2020 and a FRP Advisory Group plc
share for share exchange in the JDC Group acquisition.
Retained earnings
The retained earnings reserve represents the Group's cumulative
net gains and losses less distributions. Transfers from the
share-based payment reserve to retained earnings are subject to
Board approval.
28. Related party transactions
FRP Advisory Services LLP provides services to FRP Advisory
Trading Ltd, a subsidiary of FRP Advisory Group Plc.
Relating to the financial year FRP Advisory Trading Ltd
contracted services valued at GBP21.1 million (2022: 19.9 million)
from FRP Advisory Services LLP. Geoff Rowley and Jeremy French are
Directors of FRP Advisory Group plc, FRP Advisory Trading Ltd and
designated members of FRP Advisory Services LLP.
29. Control
There is no one ultimate controlling party of FRP Advisory Group
plc. It is listed on London Stock Exchange AIM market but the IPO
vendor Partners are treated as a concert party.
30. Events after the reporting period
A dividend of GBP2.0m, equivalent to 0.85p per eligible Ordinary
Share, was declared on 13 February 2023 and paid on 16 June
2023.
31. Capital commitments
At the balance sheet date, the Group had no material capital
commitments in respect of property, plant and equipment (2022:
GBPnil).
32. Contingent liabilities
The Group is from time to time involved in legal actions that
are incidental to its operations. Currently the Group is not
involved in any legal actions that would signi cantly affect the
nancial position or pro tability of the Group.
NOTE
The financial information set out above does not constitute the
Group's statutory accounts for the year ended 30 April 2023 but is
derived from those accounts. Statutory accounts for FY 2023 will be
delivered to the Registrar of Companies following the company's
annual general meeting. The auditors have reported on these
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) of the Companies
Act 2006.
The information included in this announcement is taken from the
audited financial statements which are expected to be available at
www.frpadvisory.com/investors/
This announcement is based on the Group's financial statements,
which are prepared in accordance with UK adopted International
Accounting Standards ('IFRS') in conformity with the requirements
of the Companies Act 2006.
Neither an audit nor a review provides assurance on the
maintenance and integrity of the website, including controls used
to achieve this, and in particular whether any changes may have
occurred to the financial information since first published. These
matters are the responsibility of the directors but no control
procedures can provide absolute assurance in this area.
Legislation in the United Kingdom governing the preparation and
dissemination of financial information differs from legislation in
other jurisdictions.
This preliminary statement was approved by the Board of
Directors on 25 July 2023.
This information is provided by RNS, the news service of the
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