Company Announcements

12 December 2023

FRP ADVISORY GROUP PLC

("FRP", the "Group" or the "Company")

Half Year Results

For the six months ended 31 October 2023

FRP Advisory Group plc, a leading national specialist business advisory firm, announces its half year results for the six months ended 31 October 2023 ("H1 2024").

FRP seeks to deliver solutions that create, preserve and recover value, enabling businesses to navigate a broad range of complex situations. Specialising in Restructuring, Corporate Finance, Debt, Forensics and Financial Advisory, we develop effective strategies tailored to the needs of businesses of all kinds. Our five service pillars complement each other to support clients throughout their entire business lifecycle. We draw on experts within each of our service areas to put the best team forward for each situation.

Financial highlights

·      Strong profitable growth

o  Revenue increased by 16% on an organic basis and by 3% on an inorganic basis (APP and Wilson Field Group acquisitions)

o  Growth was driven by an uptick in restructuring activity levels  

o  Underlying adjusted EBITDA grew by 34% to £15.5m

·      Balance sheet strength maintained

o  Net cash at 31 October 2023 of £11.7 million²

o  Continued undrawn committed revolving credit facility ("RCF") of £10 million, along with an accordion acquisition facility of £15 million.

·      Increased interim dividend

o  H1 2024 dividend of 1.8p (Q1 0.9p and Q2 0.9p), up 6% on prior year

Operational highlights

·      Continued progress across five specialist service pillars:

o  Restructuring

§ Administration appointments more than doubled in H1 2024 to 169 (H1 2023: 78) as market activity increased

§ Administration appointment market share grew to 20% by volume which includes some group appointments. Underlying was circa. 15% (H1 2023: 13%)

o  FRP Corporate Finance (including Debt Advisory)

§ Continued to remain active in the mid market, completing 25 transactions in H1 2024 with a combined deal value of £537 million and £209 million of debt raised

§ Signs of an increase in debt refinancing and restructuring related M&A activity

o  Forensic Services

§ High level of activity across both investigations and disputes

o  Financial Advisory

§ Actively engaged in a range of assignments including option reviews and transaction due diligence, supported by our valuations and pensions advisory specialists

·      Seventh acquisition since IPO in March 2020

o  Sheffield-based Wilson Field Group acquired in September 2023 for £4.8 million

o  Wilson Field provides restructuring advisory and debt advisory services to clients both locally and nationwide, supported by the Wilson Field website and operational platform

o  On an annual basis it is expected that Wilson Field's underlying incremental contribution to FRP will be revenue of £5.6 million and adjusted EBITDA of £1.1 million

o  Two of the firm's Directors joined as Partners along with their team of 63

·      Further investment in operational infrastructure

o  Formal certification of International Standard ISO/IEC 27001:2013 issued in November 2023 confirming that FRP have put in place a system to manage risks related to the security of data owned or handled by the Group

·      Investment in colleagues

o  FRP have launched a new leadership programme for 100 colleagues nationwide

o  Continued investment in learning and development, including the launch of a learning management system ("LMS")

o  Consistent high level of staff retention within FRP compared to the wider professional services industry (FRP voluntary attrition this half 10%, H1 2023: 10%)

Outlook and current trading        

·      The FRP team is experiencing increased demand for their advice and we have leading positions in our core markets

·      The Restructuring Team are considerably more active this half compared to the same period a year ago, with administration market share gains

·      Trading to date has been positive and the Board expects to exceed current consensus market expectations for FY 2024. If current activity levels continue the Board expects the Company to deliver revenue of £123m and adjusted EBITDA of £32m for FY 2024.

Key Performance Indicators ("KPIs")

1)     Underlying adjusted EBITDA removes exceptional costs and non-cash costs including share-based payments relating to deemed remuneration arising on acquisitions that is subject to continuing employment and the Employee Incentive Plan established on IPO and funded by Partners, resulting in no dilution to existing shareholders. This is illustrated in the underlying adjusted EBITDA table below.

2)     £15.7m gross cash less £4.0m of structured debt (H1 2023: £26.6m less £5.6m), repayable over two and a half remaining years.

3)     Adjusted profit before tax is reported profit before tax of £13.8m (H1 2023: £10.2m) adjusted for share-based payments of £2.3m (H1 2023: £4.5m) and exceptional items of £nil (H1 2023: £0.1m).

4)     See note 4

Geoff Rowley, Chief Executive Officer of FRP Advisory Group plc, said:

" I am proud of the team's achievements to date and FRP has performed well in the first half. Our strategy is to ensure our five service pillars and 28 locations are connected and work together to provide solutions that achieve the best possible outcomes, which supports our delivery of sustainable profitable growth. Our total first half revenue growth was 19%, of which organic revenue growth accounted for 16%, while underlying adjusted EBITDA grew by of 34%.

Our Restructuring Team are considerably more active compared to the same period last year and have increased their administration market share. The Forensic Services team is expanding, and are seeing an increase in demand for support on disputes and investigations, often driven by fraud related matters or the need for independent investigations.  Financial Advisory and FRP Corporate Finance (including Debt Advisory) remain active in the mid-market and have a healthy H2 pipeline, although increased caution among investors and lenders in the current environment is also driving an increase in due diligence which means deals are taking longer to complete. There is also an increase in debt refinancing and restructuring related M&A activity.

As demand for our services continues to increase, we remain committed to retaining our healthy collegiate culture where we promote the development, health and well-being of our colleagues and believe that we can best serve clients by ensuring colleagues collaborate and help each other. FRP always aims to put forward the right team, from the right services pillars and locations for each project.

Trading to date has been positive and the Board expects to exceed current consensus market expectations for FY 2024. FRP is well positioned in our core markets, to support corporates through their business cycle and the Board is confident of continued progress."

Enquiries:

FRP Advisory Group plc                                                                    

Geoff Rowley, CEO

Jeremy French, COO

Gavin Jones, CFO

Enquiries via MHP

Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)

Katy Birkin/Stephen Keys/George Lawson (Corporate Finance)

Tel: +44 (0) 207 220 0500

Investec Bank plc (Joint Broker)

Carlton Nelson/James Rudd (Corporate Broking)

Tel: +44 (0) 207 597 4000

MHP (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 and valuations, financial due diligence, 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.

Management statement

The Group delivered another strong performance during H1 2024, continuing to grow its revenues, profits and team. Revenue grew by 19% (£9.3m) which was primarily organic. This in turn led to an increase in underlying adjusted EBITDA of 34% (£3.9m). The total number of colleagues increased by 13% over H1 2024, due to demand-led lateral hiring, and by 16% year-on-year, including colleagues that joined the Group following the Wilson Field Group acquisition in September 2023.

Operational review

The Group's multidisciplinary nature, with experts across Restructuring Advisory, Corporate Finance, Debt Advisory, Forensic Services and Financial Advisory, ensures that the business is versatile, resilient and can offer tailored solutions to support and advise clients throughout their entire lifecycle.

Restructuring

FRP continues to be one of the most active Restructuring Advisory businesses in the UK, supporting clients on both stress and distress situations where we create commercial solutions to achieve the best possible outcome.

During the 2023 calendar year, the restructuring market has seen an increase in activity levels, including administrations approaching pre-pandemic levels. Companies with significant borrowings who have rolled off lower interest rate arrangements are now subject to much higher debt service costs, with interest rates now considerably higher than the 2009-2021 period. Businesses are also exposed to much higher levels of cost inflation. Certain sectors such as construction, property, casual dining and food service, retail, administrative and support services are finding current trading conditions particularly challenging.

The Restructuring team serves the full range of UK clients across all sectors, with a focus on the core mid-market, their assignments range from personal clients and SMEs through to higher-profile appointments.

Within the UK, the number of administrations in the first half increased by 37% to 846 (H1 2023: 616). FRP's administration appointments doubled year on year to 169 (H1 2023: 78). FRP's administration appointment market share grew to 20%, although this is slightly higher than our underlying share, circa 15%, due to reported group appointments where FRP may be listed as the administrator for many different entities in an overall group (H1 2023: 13%). Growth in the higher volume liquidations market, which are typically lower value and less complex, has continued, including Creditors Voluntary Liquidations ("CVLs") and Compulsory Liquidations. There were 12,914 formal company insolvencies (excluding Member Voluntary Liquidations) in England and Wales in the six months to 31 October 2023. This was 8% higher than in the six months to October 2022.

The source for all insolvency statistics are London and Regional Gazettes.

Corporate Finance (including Debt Advisory)

FRP Corporate Finance continued to invest in external and internal talent and recently announced six promotions within the team, including two Partner promotions. In addition, Tim Spooner joined as a Partner in the Bristol office, and Victoria Kisseleva joined in London, with particular expertise in the beauty and wellness sector.

Whilst deal volumes in the UK are down compared to the prior year - reflecting the challenging conditions seen across the broader economy - the team remained an active player in the mid-market, and closed 25 transactions in H1 2024, with a combined value of £537m and raising £209m of debt (H1 2023: 40 deals with a combined value of £1.2bn and raising £552m of debt).

Notable deals in H1 2024 included:

·              The sale of CLC Group to HIG Group

·              The sale of The Vegner Group to Odevo

·              The refinancing of Bridge Farm Group

·              A £33 million committed debt facility for Slater & Gordon

Going into H2 2024, our pipeline of new opportunities remains robust and we are continuing to see good levels of activity across the national Corporate Finance practice. Whilst the mid-market in which we operate is appearing to remain resilient - aided by the availability of capital and an eagerness to deploy - there is a clear flight to quality. Investors are understandably cautious and requiring additional diligence, meaning deals are taking longer to complete but there are signs that confidence is returning, and we continue to work closely with the PE community having closed transactions with 11 mid-market firms in H1 2024. As predicted, we are seeing signs of an increase in debt refinancing and restructuring related M&A activity.

Forensic Services

Forensic Services have seen a high level of activity across both investigations and disputes.  We have seen more assignments requiring forensic accounting support and have hired more staff across multiple locations to meet the increase in demand for our services.

Financial Advisory

The team is actively engaged in a range of assignments including option reviews and transaction due diligence, where stakeholders are seeking more assurance on the viability of new investments and refinancing, given the greater cost of capital and a higher risk environment.

Our valuation specialists have been active with both mainstream projects and preparing valuations which underpin restructuring plans and schemes of arrangement.

Our pensions advisory specialists continue to work with trustees and corporates, increasingly those moving towards buying-out schemes with insurers to secure member benefits after the recent changes in market conditions, as well as those navigating the changing regulatory environment and its impact on corporate transactions and scheme funding.

People and operations

At FRP we focus on the basics; delivering clear, honest advice and always doing the right thing. Our reputation is built on our colleagues helping stakeholders to achieve the best possible outcome.

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. We believe highly engaged colleagues deliver excellent client service and results, and in turn, strengthen our reputation in the market.

We work hard to attract and retain highly skilled professionals by creating a rewarding, high-performing environment. An Employee Incentive Plan (EIP) was established on IPO in order to incentivise employees under which options over ordinary shares were granted to staff, vesting three years from IPO. The trust holding these options is not eligible for dividends as rights were waived. On vesting, the ordinary shares will gain rights to dividends.

In an increasingly competitive environment, we have continued to recruit talented individuals to join FRP and help us grow in targeted areas.  Our team grew to 622 as at 31 October 2023, representing 16% growth year-on-year, set out in the table below.

In May 2023 the Group promoted a record 12 colleagues to Partner, part of a total 72 promotions across locations and our five service pillars. Combined with our ongoing investments in learning and development, this demonstrates the Group's long-term commitment to developing talent and providing attractive career paths. FRP have launched a new leadership programme for 100 colleagues nationwide, which complements an existing programme, First in Leadership and Management ("FILM").

In November 2023, we announced a further 33 promotions across our five service pillars and within the Central Services teams, which included three new Partners and six new Directors.

Four lateral hire Partners were appointed to our Bristol, London and Manchester offices between September and November 2023.

In June 2023, we opened an additional office in Salisbury, to support continued team and business growth from our Southampton office and the Wilson Field acquisition brought a second new office, in Sheffield. Adding offices in selective new locations is part of our growth strategy and as at October 2023, we have 27 locations (H1 2023: 26) in the UK and 1 in Cyprus. All offices continue to work well together, drawing on specialists from our five complementary service pillars as necessary, in order to deliver the best possible service and outcome.

In September 2023, Glasgow Restructuring Partner, Michelle Elliot won 'Corporate Leader of the Year' at the Scottish Women's Awards.

The health, safety and wellbeing of all of our colleagues remains a key priority.  We feel that colleague interactions within an office environment are important for learning and development, team building and mental wellbeing. FRP has consistent high level of staff retention compared to the wider professional services industry (FRP voluntary attrition this half 10%, H1 2023: 10%).

The Group has been progressing projects to improve operational efficiencies and risk management, enhancing internal controls which include:

·      Together with enhancements to the Group's Information Security Management System ("ISMS"), we were formally awarded ISO 27001 accreditation in October 2023. This confirms that FRP has put in place a system to manage risks related to the security of data owned or handled by the Group and that this system respects all of the best practices and principles enshrined in this International Standard.

·      The rollout of a new learning management system ("LMS"), and continued planning around the launch of a document management System ("DMS").

·      Updated finance system allows for improved efficiencies and internal controls.

Environmental, Social and Governance ("ESG")

As we navigate the complexities of the present and look to the future, we remain committed to improving our sustainability and climate resilience efforts. Our alignment with the Task Force on Climate-related Financial Disclosures ("TCFD") guidelines serves as evidence of our dedication to understanding and effectively managing climate-related risks and opportunities.

We recognise that improvements have to be made and after the appointment of a specialist Sustainability Manager, Alexis Ioannidis in June 2023 our EcoVardis rating was upgraded to Silver, putting FRP in the 87^th percentile of companies. During H1 2024, we have seen a 22% reduction in our Scope 1 emissions compared to the prior year (sourced from the use of a company car fleet) and a corresponding 7% reduction in our Scope 2 emissions (sourced from the generation of purchased electricity, heat and steam). We have also improved our emissions estimate calculations to account for all Scope 3 categories and we are on track to publish a full emissions inventory, along with our updated carbon reduction plan in 2024. Finally, we are launching a waste reduction initiative in H2 2024 to reduce our office printing numbers.

In addition, Alexis works within our Financial Advisory pillar as a sustainability consultant and is currently advising an investment conglomerate.

The ESG Committee ensures the Group has focus on relevant and proportionate value creative ESG initiatives. We have committed the Group to being Carbon Neutral by 2030. For further details please see our website:

https://www.frpadvisory.com/about/approach/corporate-social-responsibility/environmental-social-and-governance/

FRP is a member of the UN Global Compact, whose aim is to strengthen corporate sustainability worldwide. Over 23,500 companies across 167 countries participate and membership will assist FRP to commit to, assess, define, implement, measure and communicate our sustainability strategy.

FRP has committed to support charities or similar organisations that provide aid for those who are homeless, in poverty, for children's education, well-being and health and for environmental issues. During H1 2024, we donated £23,600 to our professional network's charity programmes, with colleagues raising an additional £22,400. Notable colleague activities included Manchester's Josh Richmond swimming the English Channel in a 6-person relay team, collectively raising over £12,000 for the Children's Air Ambulance and our London City office taking part in the Lord Mayor's Appeal Charity's 'City Giving Day', raising £6,400, which included a matched donation from FRP. A percentage of this total was distributed to the Appeal, with the remainder to The Connection at St Martin's in the Fields.

Selective acquisitions

FRP's strategy is to generate sustainable profitable growth by combining a focus on organic growth with acquisitions that meet the Group's selective criteria. The three acquisition criteria we focus on are: cultural fit, strategic fit (within our five pillars/growth region) and economic fit (acceptable transaction economics).

The Wilson Field Group was acquired in September 2023 for £4.8m and this team serve clients both locally in Sheffield and nationally through a digital platform. Integration of the business continues as planned and their results and contribution for the seven weeks post-acquisition are in line with the Board's expectations.

Following an acquisition we treat the first 12 months' contribution to the Group as inorganic, with contribution from month 13 onwards becoming organic.

A strong financial performance and continued discipline

The Group delivered another strong performance during H1 2024, continuing to grow revenue and underlying adjusted EBITDA. The Group generated £58.7m in revenue in H1 2024, up by 19% or £9.3m on the same period last year (H1 2023: £49.4m), comprising organic growth of 16% and inorganic growth of 3%. Underlying adjusted EBITDA was £15.5m, up 34% or £3.9m(H1 2023: £11.6m).

Reported profit before tax for the period increased by 105% to £11.5m (H1 2023: £5.6m) and was in line with the Board's expectations. This was driven by both revenue increases and a stable cost base. Converting unbilled revenue (also known as work in progress or "WIP") to cash remains a top priority, however our success in winning larger, more complex assignments can extend the working capital cycle. As our activity levels have increased, there has been an expected growth in our unbilled revenue although we have consistently maintained our discipline around appropriate valuation. The increase has arisen as FRP has been appointed on new, large and/or complex administration assignments that have assets other than cash (i.e. property) and/or a longer creditor approval process before fees can be drawn. FRP continues to have a strong track record of converting WIP into cash.

Dividend

Due to our continued profitability and cash position, in line with our stated dividend policy, the Board declares an interim dividend for Q2 2024 of 0.9p per eligible ordinary share. This dividend will be paid on 22 March 2024 to shareholders on the Company's register on 23 February 2024, with an ex-dividend date of 22 February 2024. This dividend takes the total for H1 2024 to 1.8p per eligible share (H1 2023: 1.7p).

Going concern

During H1 2024, FRP has continued to grow profitably. The Group had net cash of £11.7m (H1 2023: £21.0m) and an undrawn RCF of £10m as at 31 October 2023. Net cash is calculated based on £15.7m gross cash less £4.0m of structured debt (repayable over approximately two and a half years). The Group also has an accordion acquisition facility of £15m.

The Directors have made appropriate enquiries and consider that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statement. Further detail on the assessment of going concern can be found within note 2.3 of this interim financial report.

Current trading and outlook

FRP is a resilient business, with a track record of growth throughout the economic cycle. We have a robust business model and our five complementary service pillars are available to support clients throughout their entire lifecycle. This breadth of services enables us to help clients review their operating models and adapt or evolve as needed, in a fast-changing environment subject to many disruptive and economic pressures.

The Restructuring Team are considerably more active this half compared to the same period a year ago and have increased administration market share. Companies with significant borrowings who have rolled off lower interest rate arrangements are now subject to much higher debt service costs, with interest rates now considerably higher than the 2009-2021 period. Businesses are also exposed to much higher levels of cost inflation. FRP continues to be one of the most active Restructuring Advisory businesses in the UK, supporting clients on both stress and distress situations where we create commercial solutions to achieve the best possible outcome.  Certain sectors such as construction, property, casual dining and food service, retail, administrative and support services are finding current trading conditions particularly challenging.

The Forensic services team is expanding, and are seeing an increase in demand for support on disputes and investigations, often driven by fraud related matters or the need for independent investigations.  

Financial Advisory are supporting on range of assignments including option reviews and transaction due diligence, where stakeholders are seeking more assurance on the viability of new investments and re-financing given the greater cost of capital and a higher risk environment. Our valuation specialists have been active with both mainstream projects and preparing valuations which underpin restructuring plans and schemes of arrangements.

FRP Corporate Finance (including Debt Advisory) remains active in the mid-market and have a healthy H2 pipeline, although increased caution among investors and lenders in the current environment is also driving an increase in due diligence which means deals are taking longer to complete. There is also an increase in debt refinancing and restructuring related M&A activity.

The group has a strong balance sheet and available facilities to support continued growth.

Trading to date has been positive and the Board expects to exceed current consensus market expectations for FY 2024. If current activity levels continue the Board expects the Company to deliver revenue of £123m and adjusted EBITDA of £32m for FY 2024.

Geoff Rowley                                                        Nigel Guy
Chief Executive Officer                                         Non-Executive Chairman

Underlying adjusted results
For the six months ended 31 October 2023

Calculation of underlying adjusted EBITDA
(Earnings Before Interest Tax Depreciation and Amortisation)

At present the Company has expensed in H1 2024 but not underlying adjusted EBITDA for:

Ø Employers National Insurance due to the EIP awards when the options vest, £0.4m (H1 2023: £0.9m) accrued in the period.