Forward Partners Group plc
("plc", "Forward Partners", "Forward", "the Group" or the "Company")
Forward Partners (LSE: FWD), the London-based investment firm specialising in supporting high growth, early-stage technology businesses, announces its audited Final Results for year ended 31 December 2021.
Financial highlights
· Ventures Portfolio Value increased by £30.5m from £86.6m to £117.1m, including £8.8m of new investments and £5.0m of realisations from successful trade sales of Heights and Wonderbly during the period.
● Growth in portfolio value - excluding new investments and realisations - of 25%, exclusive of Forward Advances.
● Profit after tax for the period of £16.5m.
● NAV per share was 104 pence.
· Forward Advances gross IRR 35% on fully repaid Advances*. H1 originations of £3.6m, H2 originations of £5.5m, an increase of 53%.
· Strong cash position of £31.1m following listing on AIM on 19 July 2021 raising £36.6m.
Investment highlights
· 21 investments made by Forward Ventures totalling £8.8m.
o 6 new investments totalling £4.3m including lab management platform Clustermarket, digital health platform PocDoc and Sourcery AI, a coding assistant for Python.
o 15 follow-on investments totalling £4.5m including participation in Ably's $70m Series B and Gravity Sketch's $33m Series A.
· 99 Advances totalling £9.5m were made by Forward Advances.
Operational highlights
● Introduction of an additional investment focus for Forward Ventures in Web3.
● Two Founders Programmes with 20 participants from almost 1,000 applicants.
● Appointment of CFO Lloyd Smith in March 2022.
Post year end highlights & outlook
● Strong deal flow in 2022: a pipeline of exciting new investment opportunities in companies leveraging applied AI, marketplace and Web3 operating models and follow-on opportunities from our maturing portfolio. £6.0m invested to date including 11 follow-on investments totalling £4.6m and two new investments in applied AI companies totalling £1.4m, Sonrai Analytics and Baselime.
● Forward Advances made 22 Advances with a value of £2.8m.
● Challenging macroeconomic environment anticipated to impact valuations and individual performance of portfolio companies. Accordingly, we are estimating a mid-to-high twenties percentage point decline in the Venture Portfolio Value for the first half of 2022.
● Despite the macroeconomic conditions, positive momentum seen across portfolio post-year end with strong rounds raised by Spoke, Silico and Gravity Sketch.
● A highly quality, diversified portfolio backed by strong fundamentals: top 15 holdings generated a weighted average revenue growth of 128% in 2021.
Nic Brisbourne, CEO at Forward Partners, commented: "Last year was a banner year for Forward Partners. We successfully listed the business in London, saw strong performance in our core Ventures portfolio, with a standout performance from our top 15 investments and invested in a range of new, high-potential companies. We also increased the pace of lending at Advances while enhancing its central operations.
In 2022 the situation is very different. High inflation and conflict in Ukraine have created strong headwinds that are affecting the entire ecosystem. We believe that early-stage tech companies of the sort we invest in will feel the effects less than many high growth listed tech businesses, but they are not immune. From a growth perspective we are pleased with how our portfolio is adapting to the changed environment and balance sheets at our key holdings are strong, but from a valuation perspective delayed rounds and declining share prices at listed comps are impacting us. Accordingly, we are estimating a mid-to-high twenties percentage point decline in Venture Portfolio Value for the first half of 2022.
Entrepreneurs, of course, do not pause for down markets and we are still seeing promising deal flow. Going forward we will remain active, but take a more cautious approach to investment, seeking investments leveraging applied AI and marketplace operating models, while exploring opportunities in the rapidly growing area of Web3. Longer term, we remain confident in the underlying strength of our portfolio and of our model to deliver shareholder value."
Availability of Annual Report and Notice of AGM
The Company's Annual Report for the period ending 31 December 2021 is available on Forward Partners' website at https://forwardpartners.com/investor-centre . The notice of the Annual General Meeting ("AGM") of Forward Partners to be sent separately.
NOTES:
* Note that Advances gross IRR is for fully repaid advances only since inception of the business and excludes charge-offs.
ENDS
Enquiries
FORWARD PARTNERS GROUP PLC |
Via Maitland/AMO |
Nic Brisbourne, Chief Executive Officer |
|
Liberum Capital Limited |
|
(Nominated Adviser and Broker) |
Tel: +44 20 3100 2222 |
Neil Patel |
|
Lauren Kettle |
|
Cara Murphy |
|
Maitland/AMO (Financial PR) |
forwardpartners@maitland.co.uk |
Sam Turvey |
Tel: +44 (0) 207 379 5151 |
About Forward Partners
Founded in 2013, Forward Partners is an established and respected London-based investor, specialising in supporting high growth, early-stage technology businesses.
The Group brings together venture capital provider Forward Ventures, equity-free financing through Forward Advances and highly specialised growth support from Forward Studio. This model supports founders to build stronger businesses faster to provide better outcomes for companies and investors alike.
The Group makes equity investments in early-stage, high growth UK companies, and from inception to its admission to London's AIM market in July 2021 had made over 60 unique investments. Forward Ventures has been making venture capital investments since 2013. The management team brings together highly experienced venture capitalists, entrepreneurs, and expert consultants. Since 2015, Forward Partners has been backed by BlackRock, one of the largest institutional investors in the world. The Group receives over 4,000 start-up funding applications every year.
For more information, visit https://forwardpartners.com .
2021 was a remarkable year for Forward Partners. As we entered our first year as a public company, we saw a UK tech investment boom and great performance from our portfolio.
Covid-19 and the lockdowns presented new challenges, but the digital-first business models that many of our portfolio companies leverage - the likes of Ably and Gravity Sketch - allowed them to meet the sudden shift in consumer behaviour. As society has opened back up, those that were hit harder have also started to bounce back.
At the same time, investment in the European tech sector grew, with the London ecosystem raising a record-breaking $37.7bn over the year according to Dealroom.co, largely in later-stage rounds. For Forward, this market momentum held two upsides: increasingly exciting early-stage deal flow, as great founders were attracted to VC investment; and - as a high proportion of the funds raised were held by later stage investors - improved fundraising potential for our portfolio companies.
2022, however, is a different story. It will be a more difficult year, defined by geopolitical tension and inflationary headwinds. Our Ventures portfolio is not immune from these pressures, and we expect that our half year valuation will be down on the year end - primarily as a consequence of valuations rather than performance. It's important to note that venture capital is a long-term game. The driver of growth in the startup ecosystem is the ever-increasing pace of change and that continues unabated through good times and bad. Our confidence in our business model remains as strong as ever and we're excited to be moving forwards and taking the next steps on the road to scale.
We're united by a belief that entrepreneurs are changing the world for the better, and our ambition is to give founders their best shot at success - to drive better outcomes for our portfolio companies and better returns for our shareholders. As ever, that means finding and backing the best entrepreneurial talent earlier, providing forward-thinking capital for a changing world, and offering hands-on support to our founders throughout their journey.
To deliver and scale this vision, we're continuing to follow an investment strategy highly focused on businesses leveraging applied AI and marketplace operating models - and as we move into 2022, Web3 and the decentralised technology that underpins it. We've developed strong proprietary deal flow, hold a growing pipeline of deals focused within these areas and have made a series of promising new investments this year from it.
Key to delivering value from our investments is how we help them to grow. A key belief at Forward is that we can improve founder outcomes by backing them with more than money. The Studio team continues to offer its expertise to our founders as they navigate running an early-stage company. Our offer to founders is as simple as it is innovative: we will give you more meaningful, hands-on support for your early-stage growth than other investors. This tailored support strengthens our brand too, building our position in the ecosystem as an early-stage specialist, and increasing the quality of inbound deal-flow from partners and founders.
This year, our newly formed board has focused on developing the key structures that underpin our ability to scale. We have formalised policies, established processes and set up committees for remuneration and nominations, audit and valuations. We've also deeply considered our role in society and the impact we can make, developing company policy and our investment strategy to ensure that our efforts and our investments positively impact environmental, social and governance criteria.
At company level, we have overseen the strengthening of our teams to create capacity to move faster and retain our creative and competitive edge across Ventures, Advances and the Studio. Strategic leadership has been a key part of this: through the creation of the Forward Partners Group Board itself; the recruitment of our new Chief Financial Officer, Lloyd Smith - as we say goodbye to Matthew Bradley as Chief Investment and Financial Officer; and with the completion of a series of senior hires across the business, particularly in Forward Advances.
We believe that nurturing a high-performance culture is key to our continued success. Through 2021, Forward experienced a great deal of change: not only adjusting to life as a public company, but to new ways of working, post-pandemic. In the face of these changes, we see a clear purpose, deep belief and strong relationships as powerful enablers of culture.
We continue to build an environment that reflects the high-growth attitude of our best companies. We empower our people to live our shared values - to be bold, caring and wise in their decisions and actions. Our policies and procedures promote transparency, coordination, and communication. We have also moved to a hybrid working model that allows the team to get quality face-to-face time together two days a week, whilst leaving space for more focused time for deep work.
As we move through 2022, we are of course mindful of the challenging market conditions that Forward and our portfolio companies will face in the months ahead. Predicting what will happen next at early-stage companies is difficult at the best of times and is extraordinarily hard under current circumstances. Our advice to portfolio companies is to plan for the worst by conserving cash and extending their runway even if that means growing slower for a period. Where we do make predictions we will try to be both consistent and conservative in our approach.
Looking forward, we have the right elements in place to weather the storm and to continue to grow. We see our combined offer of venture capital, equity-free financing and expert support as the key to building a strong, resilient and high-potential portfolio. We are confident in our strategy, hold a strong pipeline of new and follow-on investment opportunities, and have a great team to nurture our investments through a difficult environment.
Longer term, we believe that our focus on the next generation of startups, challengers and disruptors will continue to produce a strong, diversified portfolio. We see this as the key to delivering growth and value to shareholders through an alternative asset class that is weakly correlated with publicly traded assets.
We move forwards deliberately and pragmatically, mindful of the headwinds our portfolio companies and our valuations will face.
I want to thank our staff, partners and shareholders for making 2021 a real success and their continued support as we grow.
Jonathan McKay
Chair
29 June 2022
On 19 July 2021, Forward Partners successfully listed on the London Stock Exchange. As CEO and Founding Partner, this was the realisation of a long-held vision, which was shared with key investors, and the culmination of nearly three years of planning to move to the next stage of growth for our business, democratise access to venture investments and, ultimately, support even more of the UK's best tech founders.
2021 was a remarkable year for us, for venture capital and for European tech. London broke away from the pack as Europe's leading tech hub, receiving record levels of investment and becoming an even stronger magnet for great entrepreneurs, startups, investors and technical talent.
For Forward, these market conditions encouraged strong performance from many companies within our portfolio and an increase in high quality deal flow.
In 2022, however, we face a different situation, with conflict in Europe and high inflation. Share prices of listed technology companies have fallen and we are now starting to see that feed through into private company valuations. We expect that valuations of later stage private companies will be most affected and that those of smaller, earlier stage businesses will hold a weaker correlation to public markets.
Turning from valuations to underlying portfolio company performance I'm pleased to say the story is significantly more positive. Whilst our investments are feeling the impact individually, as of today our portfolio generally remains in rude health with more than enough companies showing the potential to become one of the handful of winners, we need to generate great returns. This is to be expected as with target holding periods of seven to ten years, we know all our investments have to be strong enough to survive at least one difficult period in the economy.
For entrepreneurs, that means being their first choice for funding. For investors, it means nurturing a reputation for compounding net asset growth.
To deliver on this mission, we invest our funds and support into visionary entrepreneurs leading high-potential companies. We offer finance tailored to each founder's needs, and work hard to be the most supportive investors. We enter the arena with our portfolio founders, helping them find their path and fight for success. We do this via our Studio team, which offers practical advice and expert execution to help them scale faster.
In 2021, we focused our strategy on three core areas:
● Building and nurturing a world-class portfolio. We delivered Venture Portfolio Value growth through investment in promising technology startups; by participating in follow-on rounds into our breakout portfolio companies; and by supporting our portfolio companies to scale through the Studio Team.
● Providing forward-thinking capital. We developed our funding offers - providing solutions tailored to founders' businesses, their stage and ambition, through both equity funding and equity-free financing.
● Strengthening for scale. We built up our core functions - our processes, people and technology - to deploy our capital more effectively and better support our portfolio companies' growth with more than money.
And we provide that support through bespoke funding and expertise. For companies ready to commit to the venture capital track - a strategy of rapid, loss-making growth in pursuit of a large, high value exit - we support them with equity investment through Forward Ventures. For businesses that might be in smaller markets or are focused on maintaining profitability and steady growth we provide equity free loans through Forward Advances. And, for all, we provide hands-on support through our Studio, equipping our founders with everything they need to build.
Group
In 2021, Forward Partners prepared for life as a public company. Following our successful submission to AIM in July we commenced a programme preparing Forward Partners for scale - expanding our ventures, Advances, finance, and marketing teams to further support Forward's growth and our portfolio, while furthering our commitment to compliance and risk management. To that end, we're proud to welcome aboard Lloyd Smith, who joined us as CFO and Executive Director in March 2022.
Ventures
Through 2021, Forward Ventures invested in 21 businesses in 2021, deploying a total of £8.8m in new and follow-on investments. Ventures made six primary investments into new companies, totalling £4.3m.
Key highlights include:
· Clustermarket: an all-in-one lab management platform that's revolutionising how researchers use lab equipment. The founding team have already demonstrated substantial progress, through the growth of their user base and through their development as a brand and company. You can learn more about them and how they've worked with our Studio to accelerate their progress in a case study further on in this report.
· PocDoc: an app-based digital health platform that allows anyone with a smartphone or tablet to test themselves for a range of major diseases and conditions via a finger prick. The team works with health care organisations and employers, including the NHS, Department of Health and Edinburgh Airport.
· Sourcery AI: a coding assistant that's helping developers to create better code, faster - think Grammarly for coders. The opportunity is huge: the team are addressing the 4.9 billion hours a year that developers waste dealing with sub-standard code. They're tackling the fastest-growing coding language in the world, Python, whose user base grew almost 500% through 2021. And they've made great strides, with the product now used by 7,000 developers each month.
This year, the Ventures team has also encountered increasing opportunities to further support the frontrunners in our portfolio. Through 2021, we made 15 follow-on investments, totalling £4.5m - taking just 39% of a total potential allocation of £11.6m, highlighting great opportunity for further investment into companies we know and respect without the need for additional management overhead.
Key follow-on investments include:
· Ably : a platform building real-time infrastructure for the internet, who successfully raised a $70m Series B that resulted in a £10.6m uplift on our existing stake. We're excited to see their technology being so widely adopted. Serving thousands of developers, they send billions of messages each month to more than 250 million devices around the world every day and have been adopted by the likes of Capgemini, Toyota and Bloomberg. Ably is aiming to reach one billion devices per month by 2023.
· Gravity Sketch : a platform revolutionising collaboration and design in 3D and virtual reality, who successfully raised a $33m Series A led by Accel that resulted in a £6.7m portfolio company valuation uplift. The company received their term sheet in November of 2021, finalising the round post-period in February 2022 and announcing it publicly in April of this year. We participated with a further £0.7m investment. Based upon the valuation implied by the fundraising, the Company's holding is worth approximately £8.4m, representing an increase of 7x on its original investment. We're excited to see their continued growth, with this new round of funding landing as Gravity Sketch passes 100,000 users, including product design teams at firms like Adidas, Reebok, Volkswagen and Ford.
Other significant positive movements in the year end figure included an uplift of £3.2m on Cherryz and £2.1m on Cazoo, although the gain at Cazoo has been reversed by share price declines post period.
Conversely, as is to be expected in a large portfolio, some companies have done less well. Issues including Brexit-related import restrictions, rising advertising costs due to digital privacy changes and Covid-driven staff shortages have negatively affected some companies. In addition, the valuations at which we hold a number of our companies have been impacted by declining share prices of the public companies we use to determine their valuations.
In the second half of 2021, the Ventures team undertook an extensive market study to evolve the sector focus of our investment strategy, assessing a wide range of emerging opportunities and new operating models in the UK technology landscape. The result of this research is a belief that Web3 - the next iteration of the internet - and the decentralised applications that underpin it will generate strong returns for early-stage venture capital. This will be an additional area of focus for us in 2022 and beyond.
Advances
Forward Advances experienced strong growth over 2021, driven by a focused strategy and the increasing appeal of equity-free financing for fast-growing British small and medium-sized businesses. As we moved into 2022, we slowed the pace of growth to focus on reducing write-off risk by strengthening underwriting capabilities. Key activities included improvements in data integrations for decision making and portfolio monitoring; bolstering the team across operations, underwriting and risk; and introducing additional governance measures.
We're pleased to announce strong results for our first year as a listed business.
Ventures portfolio growth
Our Ventures Portfolio Value grew from £86.6m to £117.1m in 2021. This included £8.8m of new investments, £5.0m of realisations, the £0.6m transfer of Forward Advances and £27.3m fair value gain. In totality, this represents an increase of 25% through 2021, excluding new investments - significant relative to the targeted 20% gross portfolio returns through the cycle.
First portfolio realisations
Our portfolio saw its first significant realisation events in 2021. Successful trade sales of Heights and Wonderbly delivered cash exits totalling £5.0m, representing 2.3x and 13.1x cash-on-cash return respectively. Cazoo's SPAC merger in August 2021 has given the investment more liquidity with an opportunity to realise the investment when the lock up periods expire in 2022. Holding value at £4.9m as at 31 December 2021 (although significantly down post period end).
Strong Ventures investment pipeline for 2022
Key to our continuing success is our ability to generate deal flow and make wise investments. Our brand is in a strong position at the heart of an incredible technology ecosystem in London. In 2021, Forward Ventures reviewed 4,162 opportunities, held 416 first meetings and conducted detailed due diligence on 55 of the most promising opportunities. This ultimately led to 6 highly considered new investments over the course of 2021 totalling £4.3m. We also invested £4.5m in follow-on investments, bringing the total investment for the year to £8.8m. As we move into 2022, we continue to see a strong pipeline of investment opportunities including exciting new companies leveraging applied AI, marketplace and Web3 operating models and follow-on opportunities from our maturing portfolio - enabling us to back the best as they ready for their next phase of growth.
Advances originations accelerate
Forward Advances has shown strong growth. Total originations grew by 13.5x in 2021, driven by increases in both volume and size of individual Advances to total £9.5m for the year. Gross IRR on fully repaid Advances, exclusive of write-offs, was 35%.
Advances is expecting total write-offs of £0.8m (8.4%) within the 2021 cohort of loans, largely driven by defaults on three accounts. Management believes this level of write-offs was incurred as Advances expanded rapidly, while simultaneously evolving underwriting processes and enriching underwriting data sets. The team have put mitigations in place to reduce write-off risk going forward in an environment of continued rapid growth. These include strengthening the underwriting process, increasing our use of technology, integrating new data sources, bolstering the team, and introducing additional governance measures. The management is confident that recent and continued improvements to the underwriting process, alongside continued portfolio growth will result in a higher quality loan book and a much-reduced write-off rate for the 2022 cohort.
Capital resources
We ended 2021 with a strong cash position following Venture portfolio realisations and our IPO in July, which raised £36.6m.
At 31 December 2021, the Group held £31.1m in cash along with a £5m debt facility from Triple Point for Forward Advances of which £4m remains undrawn. This provides us with the resources to continue our investment cadence and take advantage of the increasing number of follow-on investment opportunities our maturing portfolio presents.
Whilst 2022 is shaping up to be a challenging year, we have also seen positive momentum from the portfolio. Direct-to-consumer menswear brand Spoke raised £4.7m from over 1,500 investors through crowd funding platform Seedrs in March; decision intelligence platform Silico raised a £3.4m seed round led by German VC Join Capital in the same month and virtual reality design software business Gravity Sketch announced their $33m Series A in April 2022. We have also seen strong deal flow with two new investments totalling £1.4m and 11 follow-on investments totalling £4.6m in 2022.
Through those discussions, we have observed that valuations have come under pressure and rounds are beginning to take longer to close, but they are still happening. Most of our companies are still at an early-stage and the investors they are raising from have significant dry powder they need to deploy over the next two to three years. That's markedly different to the later stages of the venture market where some of the most prolific investors over the last couple of years are likely to deploy significantly less capital in the period ahead. Forward Ventures remains active in the market and our investment team continues to seek investments that leverage applied AI and marketplaces operating models, whilst exploring further opportunities in the rapidly growing area of Web3. Entrepreneurs don't pause for down markets and we are still seeing strong deal flow across all these areas. What has changed is that valuations are starting to ease and companies' plans for future fundraising now need to allow for a future where investors are more demanding and take longer to make decisions. In addition, our maturing portfolio also offers an increasing number of opportunities to further support the frontrunners with ever larger cheques and without the need for additional management overhead.
This is not to say that our portfolio won't feel the effect of these challenges in the coming months. We anticipate that the valuations at which we hold our portfolio companies are likely to fall as a result, but that a significant proportion of the downward pressure will be valuation rather than business performance related. Many companies are now choosing to delay their fundraisings, resulting in more of the portfolio being valued on a revenue multiples basis. The revenue multiples are taken from a basket of comparable companies who are themselves trading at significantly lower share prices than they were last year. At lower valuations, the preferential share structures common in tech startups come into play, bringing a compounding downward effect. These compounding effects, however, will work to our advantage when times improve.
It is very difficult to predict future valuations for venture capital portfolios and our usual practice is to limit our future looking statements to say we will return "20% annualised growth in Venture Portfolio Value over the cycle". However, because of the exceptional uncertainty surrounding private company valuations following the selloff in fast growth listed technology stocks, we believe that on this occasion there is value for investors in sharing a forecast for the half year. With that caveat, our conservative and considered view is that the value of our Ventures Portfolio will see a mid-to-high twenties percentage point decline in the first half of 2022.
Turning to the bigger picture, numerous studies have shown that venture capital, particularly at the early stages of company growth, offers an alternative asset class that is weakly correlated with stock market performance. Technology startups are often founded to take advantage of tailwinds from abrupt changes in technology or regulation which aren't impacted by broader macro indicators and hence they operate in small fast-growing markets which continue to expand when times are tough.
We will continue to pursue our investment strategy and Ventures will target four to eight investments in 2022, but with additional caution due to the increased uncertainty in the markets. We will also continue to strengthen the Group's processes and controls and enhance the robustness of our portfolio. Longer term, we remain confident in the underlying strength of our model and our ambition remains on building and nurturing a world-class portfolio and creating value by investing our capital and expertise into high-potential technology companies.
Sustainability
We believe that using our business to create a positive impact for our people, portfolio, stakeholders and the wider ecosystem is not only the right thing to do but makes great business sense too. Hence, we remain committed to applying high environmental, social, and governance (ESG) standards to our work, inspired by the UN's Principles of Responsible Investment (PRI) and Sustainable Development Goals (SDGs). As a young company we are at the beginning of our journey with ESG and are in the process of formalising goals and targets across key aspects of our operations, including strategy, objective setting, governance and risk management.
Following a materiality study at the end of 2020, we've focused our efforts on where we can make the biggest impact: creating opportunities and driving growth through lifelong learning and development; releasing untapped potential through diversity and inclusion; and following a responsible investment strategy backed by strong governance. We have a particular focus on improving the diversity of our investment pipelines and candidate pools for jobs at Forward Partners and our portfolio companies.
We go into 2022 focused on these objectives, while building further rigour into measuring our progress and impact.
I'd like to thank all our shareholders for their continued support. Our confidence in the long-term prospects for our Ventures Portfolio and Advances business remains high. As we say to our portfolio companies, the businesses that manage themselves prudently through tough times come out leaner, stronger and able to win bigger than they were when they went in.
Nic Brisbourne
CEO
29 June 2022
At 31 December 2021, Forward Partners' portfolio consisted of 47 active companies, with a Ventures Portfolio Value of £117.1m (vs 30 Jun 2021 £108.0m and 31 December 2020: £86.6m excluding Forward Advances). Movements in the year result from cash proceeds of £5.0m received from realisations (reducing the size of the portfolio), new investments made of £8.8m, and a gross fair value increase of £27.3m, 31.5%. The portfolio companies by valuation table below provides further detail on the movements in the portfolio.
The year to 31 December 2021 saw our first realisations with £5.0m from Heights and Wonderbly exits.
Our portfolio has been constructed to maximise risk-adjusted returns by balancing upside potential, chance of failure, likely holding period and concentration risk.
Forward Ventures invests into three key operating models: applied AI, eCommerce and marketplaces, representing 29%, 20% and 36% of the portfolio respectively at 31 December 2021. The top fifteen core holdings represent 69% of Ventures Portfolio Value with the largest holding, Ably representing 11%.
At 31 December 2021, Forward Partners portfolio core holdings (top 15 by portfolio value) were Ably, Gravity Sketch, Makers, Spoke, Patch, Snaptrip, Cazoo, Robin AI, Apexx, Juno, KoruKids, Cherryz, Koyo Loans, Lexoo and Counting Up.
Key movements from December 2020 include:
· Ably Realtime's $70m Series B round that resulted in a £10.6m uplift.
· Gravity Sketch's $130m post money Series A round that resulted in a £6.6m uplift.
· Robin AI's Convertible loan Note raise with a £30m cap which resulted in a £3.0m uplift
· Plus uplifts at KoruKids, £2.5m and Apexx, £2.3m
· Conversely, notable valuation declines were seen at Patch £3.8m Lexoo £2.6m and Breedr £1.4m Spoke £1.2m, attributed to shifts in post-Covid consumer behaviour impacting sales momentum.
During the period from 1 January 2021 to 31 December 2021, £8.8m was invested by Forward Ventures - £4.3m of which was invested into six new portfolio companies and £4.5m was invested into 15 existing portfolio companies through follow-on rounds.
New investments
· Bea Fertility. Forward Partners invested £0.3m through a CLN into this at-home intracervical insemination (ICI) fertility treatment provider.
· ChangeEngine. Forward Partners invested £0.4m into this provider of internal marketing automation as part of its $10.5m pre money seed investment round.
· Clustermarket. Forward Partners invested £0.6m into the all-in one lab management platform as part of the company's $3.5m round, alongside Haymarket 24 and existing investors.
· PocDoc. Forward Partners invested £1.3m as the lead into this provider of at-home lipid (fat) profile tests as part of the company's £2.3m initial fund raise.
· Ryde. Forward Partners invested £1.0m into Ryde, the on-demand delivery driver platform, as part of a £2.5m fundraise round alongside Triple Point and existing investors including Seedcamp.
· Sourcery AI. Forward Partners invested £0.7m into this provider of automated refactoring software for Python developers.
Follow-on investments
· Ably . Forward Partners invested £0.5m into Ably, a platform building real time infrastructure for the internet as part of the company's $70m round co-led by Insight Partners and Dawn Capital.
· Koyo Loans . Forward Partners invested £0.5m into Koyo, a loans provider as part of a $50m Series A led by Force Over Mass.
· HIGHR . Forward Partners invested £0.1m into HIGHR, a direct to consumer (DTC) clean cosmetics company.
· UpLearn . Forward Partners invested £0.2m into UpLearn, an online learning platform.
· Ahauz. Forward Partners invested £0.2m into Ahauz, a PropTech firm seeking to help first time buyers get on the property ladder.
· Aphetor . Forward Partners invested £0.2m into Aphetor, a sports entertainment platform.
· Cherryz. Forward Partners invested £0.6m into Cherryz as part of a £10m round led by Balderton. Cherryz is an online discount retailer of low price fast-moving consumer goods and general merchandise.
· Counting Up. Forward Partners invested £0.3m as part of a £9.1m series A led by Framework Venture Partners. Counting Up combines business banking with accounting software, providing SMEs with one platform to manage the finances of their business.
· Breedr. Forward Partners invested £0.4m into Breedr, a SaaS platform for precision rearing of livestock combined with a trading marketplace and supply chain finance.
· Fy! . Forward Partners invested £0.3m into Fy!, an e-commerce app/website for a curated selection of jewellery, accessories, homeware, and art from independent brands, artists and designers.
· Fair HQ . Forward Partners invested £0.4m into Fair HQ, a platform that helps businesses to improve their diversity and inclusion.
· Juno . Forward Partners invested £0.2m into Juno a legal service automation platform, focused initially on residential conveyancing.
· Makers . Forward Partners invested £0.2m into Makers which teaches IT and computer programming courses which lead to employment placements at large tech and finance institutions.
· SpotQA/Virtuoso . Forward Partners invested £0.4m into SpotQA/Virtuoso which automates the process of software quality assurance testing by providing a smart test automation platform.
Realisations
· Heights . Forward Partners exited from supplements brand Heights, facilitated by a third-party investment realising a total cash return of £2.2m, valuing its stake at 2.0x the fair value held at 31 March 2021. It represents a 2.3x cash on cash return and 29% IRR.
· Wonderbly . Forward Partners exited from Wonderbly, the publishing platform for personalised children's books following private equity firm Graphite Capital's acquisition. The total cash return from the Wonderbly investment, including £0.5m from a partial sell-down in 2015, stands at £3.3m, valuing its stake at 1.0x the fair value held at 31 March 2021. It represented a 13.1x cash on cash return and 103% IRR.
Potential realisations
· Cazoo . Our holding in Cazoo increased from £3.0m at 31 March 2021 to approximately £6.7m, following the company's SPAC merger. Our holding in Cazoo Group Limited consists of 1,042,328 shares with a year-end value of £4.9m, of which 951,417 are held in escrow until 1 March 2022 and the remaining 90,911 held in escrow until 25 July 2022 alongside approximately £91,000 in cash for a period of 12 months from the date of completion of the merger. Our non-escrow shareholding in Cazoo is subject to a lock-up of six months from the date of completion of the merger. Figures are approximate and based upon a share price and GBP:USD exchange rate fixed at NYSE market open 09:30 UTC on 27 August 2021.
Top 15 Portfolio Companies by valuation
The top 15 investments cover 69% of the portfolio by value.
|
Fair Value at 31 Dec 20 |
Investments |
Fair Value Change |
Fair Value at admission |
Investments |
Realised |
Fair Value change |
Fair Value
31 Dec 21 |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Ably |
2.3 |
- |
9.8 |
12.1 |
0.5 |
- |
0.3 |
12.9 |
Gravity Sketch |
1.8 |
- |
- |
1.8 |
- |
- |
6.6 |
8.4 |
Makers |
8.5 |
- |
(1.4) |
7.1 |
0.2 |
- |
1.0 |
8.3 |
Spoke |
5.0 |
- |
- |
5.0 |
- |
- |
0.2 |
5.2 |
Patch |
9.0 |
- |
(0.5) |
8.5 |
- |
- |
(3.3) |
5.2 |
SnapTrip |
4.6 |
- |
1.7 |
6.3 |
- |
- |
(1.3) |
5.0 |
Cazoo |
2.7 |
- |
0.3 |
3.0 |
- |
- |
1.9 |
4.9 |
Robin |
0.5 |
- |
1.2 |
1.7 |
- |
- |
3.0 |
4.7 |
Apexx |
2.4 |
- |
2.3 |
4.7 |
- |
- |
- |
4.7 |
Juno |
3.3 |
- |
(0.6) |
2.7 |
0.2 |
- |
1.6 |
4.5 |
KoruKids |
1.4 |
- |
(0.2) |
1.2 |
- |
- |
2.7 |
3.9 |
Cherryz |
0.5 |
0.6 |
2.6 |
3.7 |
- |
- |
- |
3.7 |
Koyo Loans |
3.6 |
- |
(1.9) |
1.7 |
0.5 |
- |
1.1 |
3.3 |
Lexoo |
5.8 |
- |
(0.8) |
5.0 |
- |
- |
(1.8) |
3.2 |
Counting Up |
2.1 |
0.3 |
0.4 |
2.8 |
- |
- |
- |
2.8 |
Wonderbly |
2.8 |
- |
9.8 |
2.8 |
- |
(2.8) |
- |
- |
Remaining portfolio |
29.7
|
0.6 |
0.4 |
30.7 |
5.9 |
(2.2) |
2.0 |
36.4 |
Ventures Portfolio Value |
86.0 |
1.5 |
13.3 |
100.8 |
7.3 |
(5.0) |
14.0 |
117.1 |
Forward Advances |
0.6 |
1.6 |
- |
2.2 |
1.0 |
(3.2) |
- |
- |
Total Portfolio value including Advances) |
86.6 |
3.1 |
13.3 |
103.0 |
8.3 |
(8.2) |
14.0 |
117.1 |
Carried Interest |
(5.6) |
- |
(2.0) |
(7.6) |
- |
- |
(3.7) |
(11.3) |
Net Ventures Portfolio Value |
81.0 |
3.1 |
11.3 |
95.4 |
8.3 |
(8.2) |
10.3 |
105.8 |
Note: FD Category represents fully diluted interest shares categorised as follows: Cat A: 0-5%, Cat B: 6-10%, Cat C: 11-15%, Cat D: 16-25%, Cat E: >25%.
Ably
Ably is building better real-time infrastructure for the internet. Established in 2016 by Matthew O'Riordan and Paddy Byers, the company's platform handles complex, behind-the-scenes real-time communication to power chat, live updates and "internet of things" (IoT) functionality. It delivers billions of messages to more than 50 million people across web, mobile, and IoT platforms every day.
Recent news
· Ably won the Best Use of API Gateway Integration, Best API Business Model (for the second year in a row), and Best Overall SME Dev Portal at the 2021 DevPortal Awards.
· The senior team was strengthened with the addition of a CTO from Microsoft, COO from Facebook, and Chief Customer Officer from Spacemaker AI.
· On 30 June, Ably announced a successful raise of $70m led by Insight Partners and Dawn Capital. They're using the funding to strengthen the UK team, expanding it from 65 to 125 employees by the end of 2022 to drive innovation and scale.
Total invested: £1.7m | Fair Value: £12.9m | Fair Value / Investment: 7.5 x | FD Category B
Gravity Sketch
Gravity Sketch was founded in London in 2014 by Oluwaseyi Sosanya and Daniela Paredes with the vision to revolutionise the way physical products are designed, developed, and brought to market. Today, the company is a leading innovator in the digital design industry, offering intuitive 3D design software for cross-disciplinary teams to create, collaborate, and review in an entirely new way, addressing a market worth an estimated $10bn in 2022.
Recent news
· In April 2022, Gravity Sketch announced the successful completion of a $25m funding round ($33m final close). Forward participated with a further £0.7m in this Series A, led by Accel alongside Google Ventures.
· Gravity Sketch launched LandingPad Collab, which allows users to create personalised spaces for real-time collaboration.
Total invested: £1.2m | Fair Value: £8.4m | Fair Value / Investment: 7.1 x | FD Category C
Makers
Makers are creating a new generation of tech talent through courses and apprenticeships. By combining an academy and a recruitment agency, they've turned over 1,700 people into junior software engineers and placed them in over 300 businesses, including Google, Tesco, Starling Bank, and the BBC. Makers hold a rating of 4.7/5 from customers on bootcamp review site SwitchUp.
Recent news
· Over 35% of Makers engineers are female, two times higher than the industry average.
· July marked the third year of Maker's Women in Software Power List in partnership with Google for Start-ups UK and Computer Weekly.
· The company is now working with three of the world's four largest technology companies.
Total invested: £1.1m | Fair Value: £8.3m | Fair Value / Investment: 7.5x | FD Category E
· Post-period in March 2022, Spoke launched a crowdfunding round on Seedrs which reached £3.7m (248% of the £1.5m target) with 24 days left.
· The company has annual gross revenues of over £18m and 75% year-on-year growth.
· In May, Spoke announced ITV's subscription of £2 million in convertible loan notes.
· Spoke will use ITV's media investment to launch a TV advertising campaign running alongside major sporting events.
Total invested: £2.3m | Fair Value: £5.2m | Fair Value / Investment: 2.3x | FD Category C
Patch
Patch is one of the leading online UK direct-to-consumer plant stores, having attracted over 500,00 customers. Established in 2015 by Freddie Blackett, Patch helps people who need plants most - those who live and work in the city - to choose and care for plants in their home and workplace. They hold a 4.8/5 rating on Trustpilot and an audience of 240,000 plant fans on Instagram. Patch was recently voted 28th in start-ups.co.uk '100 to watch'.
Recent news
· Patch opened a new fulfilment centre to reduce delivery times and logistics costs.
· The company exhibited at the Chelsea Flower Show in collaboration with The Edible Bus Stop.
· The team also launched the Patch Plant Hotel to take care of customers' plants while they are on holiday.
· Patch was a finalist in The Institute of Customer Services UK Customer Satisfaction Awards 2021 and won the award for Best Use of Voice of the Customer at the 2021 Engage Awards.
· In 2021, Patch plant doctors helped 12,000 customers diagnose problems with their plants.
· Patch won a silver gilt medal at the 2021 Chelsea Flower Show for their studio: the Pharmacy of House Plants.
Total invested: £1.1m | Fair Value: £5.2m | Fair Value / Investment: 4.7 x | FD Category D
Snaptrip
Snaptrip is a marketplace that helps people to discover the best last-minute cottage holiday deals in the UK. Founded in 2014 by Dan Harrison and Matthew Fox, Snaptrip has grown to offer over 60,000 professionally managed cottages from big-name partners. They hold a rating of 4.4/5 on Trustpilot.
Recent news
· Snaptrip raised a £2.1m round in May 2021, led by Bestport Ventures, which the company used to acquire Last Minute Cottages.
· The team aim to grow their position as the UK's biggest and best last-minute self-catering brand.
· Post-period in March 2022, Snaptrip acquired Independent Cottages for a seven-figure fee. This is the company's second acquisition in 12 months following the acquisition of Hot Tub Hideaways in Summer 2021.
· Snaptrip now operates a family of brands, including Dog Friendly Cottages, Last Minute Cottages and Big Cottages, giving it access to several targeted markets.
Total invested: £0.6m | Fair Value: £5.0m | Fair Value / Investment: 8.2x | FD Category D
Cazoo
Cazoo is an online used car marketplace designed to transform the way people buy, finance, and rent used cars. The platform enables customers to purchase a used car online and have it delivered to their door. It provides free delivery, a seven-day money-back guarantee, a free 90-day warranty and roadside assistance, allowing customers to embrace the online buying experience with confidence.
Recent news
· In May 2021, Cazoo announced their 25,000th car sale, just 18 months after launch.
· Cazoo acquired leading automotive data insights platform, Cazana.
· In August 2021, Cazoo raised $1bn in a SPAC merger, increasing our holding by £3.7m to approximately £6.7m.
· Cazoo sold 13,000 vehicles in Q3 2021, making for £174m in revenue and £11.8m of gross profit. Revenues were up 267% year-on-year.
· In September 2021 Cazoo acquired SMH Fleet Solutions, doubling its reconditioning, logistics and storage capabilities.
· Post year-end, in February 2022, Cazoo raised $630m from investors, including Viking Global Investors, to support its continued growth and expansion.
Total invested: £1.6m | Fair Value: £4.9m | Fair Value / Investment: 3.0x | FD Category A
Robin AI
Robin AI is a legal-tech company that provides companies, scale-ups and funds with a solution to improve contracts through software, machine learning and a team of world-class legal professionals. Established in 2019 by Richard Robinson, Robin developed from Richard's personal experience as a lawyer.
Recent news
· Robin AI raised £2.5m in December 2021 in a seed extension round, with participation from the Softbank Emerge Program, Tom Blomfield (the founder of Monzo) and existing investors.
· The company increased revenues by more than 10x between the seed investment in March and the seed extension in December.
Total invested: £0.5m | Fair Value: £4.7m | Fair Value / Investment: 9.1x | FD Category D
Total invested: £1.6m | Fair Value: £4.7m | Fair Value / Investment: 3.0x | FD Category B
Total invested: £2.3m | Fair Value: £4.5m | Fair Value / Investment: 2.0x | FD Category D
Total invested: £1.7m | Fair Value: £3.9m | Fair Value / Investment: 2.3x | FD Category B
Total invested: £1.8m | Fair Value: £3.7m | Fair Value / Investment: 2.1x | FD Category B
Total invested: £2.0m | Fair Value: £3.3m | Fair Value / Investment: 1.7x | FD Category C
Total invested: £1.5m | Fair Value: £3.2m | Fair Value / Investment: 2.2x | FD Category E
Financial Review
Welcome to our maiden Annual Accounts covering the results of the Group since it combined and listed on AIM on 19 July 2021. The Group's consolidated results reflect the accounting of the Venture, Advances and Studio businesses.
As a result of the admission, the Group successfully raised £36.6m from the issue of new shares upon admission to AIM. The additional capital enables the Group to continue to invest in the very best of AI, marketplaces and - now Web3 - startups, along with providing cash flow to meet the growth requirements of the Forward Advances business. At the year-end the Group achieved a NAV of £139.6m up from the £81.7m at 31 December 2020. The increase attributable to fair value gains of £27.3m and the additional capital raised upon admission.
I joined the Group in March 2022, attracted by the opportunity to make a difference and to be a part of a company that is right at the heart of the UK venture capital market - and with the technology and investment excellence to transform the way the next generation of startups grow from idea-stage to unicorn status. I'm excited by the journey ahead and encouraged by what Forward has achieved to date, while remaining very focused on the current and coming headwind challenges.
The Group Combination
The Forward Partners Group PLC corporate entity was incorporated on 4 March 2021 as a holding company for the Group and had no trading activity until its admission to AIM on 19 July 2021.
At admission the PLC entity acquired the Limited Partner Interests in Forward Partners 1 Limited Partnership (Fund I) and Forward Partners II Limited Partnership (Fund II) holding a portfolio of 46 investments in early-stage companies for a share consideration of £97.5m. Along with the management company, Forward Partners Management Company Limited and the Group's general partner Forward Partners General Partner Limited. These combined businesses contain the Forward Ventures and Forward Studio businesses.
On the 20th July 2021, the Group transferred Forward Partners Venture Advance Limited (Forward Advances) for £3.2m from Fund II to become a fully owned trading subsidiary of the Forward Partners Group PLC. Thereby enabling the Group to benefit from the synergies as a combined offering of equity and equity-free financing to the UK's most promising high growth businesses.
To facilitate the investment of the additional capital raised upon admission to AIM, Forward Partners III Limited Partnership (Fund III) was formed. All investments in new portfolio companies since admission have been made via Fund III, save for follow-on investments in existing portfolio companies made from Fund II.
Portfolio valuation
The Forward Venture Portfolio Value (the gross value of the Group's investments in the funds before deductions for carry interest liability) at the year-end was £117.1m (31 December 2020: £86.6m), a 35% increase year on year including new investments (25% excluding new investments). There were £5.0m of realisations, £0.6m transfer of Forward Advances equity and the increase reflects new investments of £8.8m, along with £27.3m of valuation uplift year on year.
The proceeds from third party exits of Wonderbly and Heights totalled £5m. Whilst £0.6m was attributed to the transfer of Forward Advances from Fund II to the Group. The gross portfolio value movements between relevant periods are reflected in the table further on in this section.
Advances investment
The Forward Advances loan book grew from £0.2m at 31 December 2020 to £2.3m at 31 December 2021. Forward Advances issued £9.5m in originations during 2021. Since Forward Advances became a full trading subsidiary of the Group there were £5.5m of originations, £4.7m of repayments, £0.8m of loans provided for and £0.3m of fee and interest income generated.
Statement of financial position
The nature of the Group's business means that the balance sheet primarily consists of its Financial Assets held at fair value (the Net Asset value of the investment funds) and its Cash.
Net assets as of 31 December 2021 were £139.6m (2020: £81.7m), resulting in a Net Asset Value (NAV) per share of 104 pence against an issue price of 100 pence per share in July 2021. The Group's Net assets are substantially made up of its investments in the portfolio. The fair value of the funds on the balance sheet at the year-end is £117.1m. The Group's consolidated cash position strengthened as a result of raising £34.3 m of cash after admission costs have been deducted upon the successful listing on the AIM market of the London Stock Exchange. The Group's year-end cash balance of £31.1m, demonstrates a strong cash position in which the Group can take advantage of the very best investment opportunities.
The Group holds a £5m revolving credit facility for the benefit of Forward Advances, at the year-end this facility was drawn down by £1m. The Group only intends to utilise further funds from this facility once it sufficiently reduces its current cash position and only up to 80% of the current loan book. The facility expires in July 2024.
The Group will always seek to maintain sufficient cash availability for a period greater than 12 months.
Upon admission to AIM 134,613,117 shares were issued at £1 each.
Consolidated statement of comprehensive income
Income recognised during the year-ending 31 December 2021 comprises investment gains of £27.3m, Studio fee income of £0.5m and fees and interest of £0.4m from the Advances loan business.
Operating expenses were £5.7m in the period which was principally attributable to staff and office costs. A charge to the Income Statement of £5.7m was recognised in respect of the carried interest returns accrued by the scheme's members. Finance costs are the interest and fees attributable to the TriplePoint loan facility of which only £1.0m has been drawn down.
2022 Outlook
Whilst the impact of the COVID-19 pandemic eases, the emerging macroeconomic challenges brought on by global inflation and the impact of the Ukraine conflict will affect the UK economy, public markets, the venture sector and outcomes for individual companies.
We are closely monitoring these headwinds, anticipating that the valuations at which we hold our portfolio companies will be impacted by both company performance and our valuation methodologies. We pay especially close attention to the latter as we see company's rounds delayed, resulting in more companies in our portfolio being valued on a revenue multiple basis. These revenue multiples are experiencing downside pressure as they are taken from a basket of comparable companies trading on average at a reduced share price than in 2021. Liquidation preferences, which are typical in venture backed technology startups, further compound the downward pressure on valuations.
As a consequence of this market turbulence, our conservative forward guidance is the Venture Portfolio Value will be impacted by a mid-to-high twenties percentage decline during the first half of 2022.
Lloyd Smith
Chief Financial Officer
29 June 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2021
|
|
|
Year Ended 31.12.21 £'000 |
|
Year Ended 31.12.20 £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value change in gains on investments held at fair value through the profit and loss |
|
|
27,247 |
|
4,614 |
|
Profit on disposal of investments |
|
|
34 |
|
- |
|
Revenue |
|
|
826 |
|
605 |
|
Interest income |
|
|
100 |
|
- |
|
Total Income |
|
|
28,207 |
|
5,219 |
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
(11,426) |
|
(8,984) |
|
Depreciation and amortisation |
|
|
(213) |
|
(194) |
|
|
|
|
|
|
|
|
Total Operating Expense |
|
|
(11,639) |
|
(9,178) |
|
|
|
|
|
|
|
|
Profit/(loss) from operations |
|
|
16,568 |
|
(3,959) |
|
|
|
|
|
|
|
|
Finance costs |
|
|
(88) |
|
(12) |
|
|
|
|
|
|
|
|
Profit/(loss) before taxation |
|
|
16,480 |
|
(3,971) |
|
|
|
|
|
|
|
|
Corporation tax expense |
|
|
(3) |
|
23 |
|
|
|
|
|
|
|
|
Profit/(loss) for the year after tax attributable to owners |
|
|
|
|
|
|
of the parent |
|
|
16,477 |
|
(3,948) |
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
- |
|
- |
|
|
|
|
|
|
|
|
Total comprehensive income attributable to owners of |
|
|
|
|
|
|
the parent/(loss) |
|
|
16,477 |
|
(3,948) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted Earnings per Share from continuing operations |
|
|
12p |
|
n/a |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2021
|
|
|
31.12.21 £'000 |
|
31.12.20 £'000 |
Non-Current Assets |
|
|
|
|
|
Intangible assets |
|
|
71 |
|
- |
Financial assets held at fair value through the profit or loss |
|
|
117,597 |
|
86,625 |
Property, plant and equipment |
|
|
35 |
|
40 |
Right of use assets |
|
|
37 |
|
218 |
|
|
|
117,740 |
|
86,883 |
|
|
|
|
|
|
Current Assets |
|
|
|
|
|
Trade and other receivables |
|
|
1,411 |
|
583 |
Financial assets held at amortised cost |
|
|
1,499 |
|
- |
Financial assets held at fair value through the profit or loss |
|
|
804 |
|
- |
Cash and cash equivalents |
|
|
31,066 |
|
503 |
|
|
|
34,780 |
|
1,086 |
|
|
|
|
|
|
Total Assets |
|
|
152,520 |
|
87,969 |
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Trade and other payables |
|
|
682 |
|
414 |
Lease liabilities |
|
|
30 |
|
178 |
|
|
|
712 |
|
592 |
|
|
|
|
|
|
Non-Current Liabilities |
|
|
|
|
|
Deferred tax liabilities |
|
|
9 |
|
6 |
Financial liabilities |
|
|
934 |
|
- |
Lease liabilities |
|
|
- |
|
30 |
Provision for carried interest |
|
|
11,288 |
|
5,638 |
|
|
|
12,231 |
|
5,674 |
|
|
|
|
|
|
Total Liabilities |
|
|
12,943 |
|
6,266 |
|
|
|
|
|
|
Net Assets |
|
|
139,577 |
|
81,703 |
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the Group |
|
|
|
|
|
Called up share capital |
|
|
1,346 |
|
- |
Share premium account |
|
|
130,991 |
|
- |
Merger reserve |
|
|
(33,189) |
|
49,412 |
Non-controlling interest |
|
|
- |
|
20,329 |
Retained earnings |
|
|
40,429 |
|
11,962 |
|
|
|
139,577 |
|
81,703 |
|
|
|
|
|
|
Basic and diluted NAV per share |
|
|
104p |
|
n/a |
The financial statements were approved and authorised for issue by the board of directors on 29 June 2022, and were signed on its behalf by:
Lloyd Smith
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2021
|
Share Capital £'000 |
|
Share Premium £'000 |
|
Merger Reserve £'000 |
|
Non-Controlling Interest £'000 |
|
Retained Earnings £'000 |
|
Total £'000 |
Balance at 1 January 2020 |
- |
|
- |
|
42,149 |
|
19,668 |
|
16,571 |
|
78,388 |
Profit for year attributable to equity holders |
- |
|
- |
|
- |
|
661 |
|
(4,609) |
|
(3,948) |
Change in investment in Fund I & II |
- |
|
- |
|
7,224 |
|
39 |
|
- |
|
7,263 |
Balance at 31 December 2020 |
- |
|
- |
|
49,373 |
|
20,368 |
|
11,962 |
|
81,703 |
|
|
|
|
|
|
|
|
|
|
|
|
Issue of Ordinary Shares |
1,346 |
|
133,267 |
|
- |
|
- |
|
- |
|
134,613 |
Listing fees expensed to Share Premium |
- |
|
(2,276) |
|
- |
|
- |
|
- |
|
(2,276) |
Change in merger reserve arising on reorganisation |
- |
|
- |
|
(82,562) |
|
(20,368) |
|
11,984 |
|
(90,946) |
Options granted and awards exercised |
- |
|
- |
|
- |
|
- |
|
6 |
|
6 |
Profit for year attributable to equity holders |
- |
|
- |
|
- |
|
- |
|
16,477 |
|
16,477 |
Balance at 31 December 2021 |
1,346 |
|
130,991 |
|
(33,189) |
|
- |
|
40,429 |
|
139,577 |
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2021
|
|
|
31.12.21 £'000 |
|
31.12.20 £'000 |
Cash flows from operating activities |
|
|
|
|
|
Profit before tax |
|
|
16,479 |
|
(3,971) |
Adjustments to reconcile operating profit to net cash flows used in operating activities |
|
|
|
|
|
Revaluation of investments held at fair value through the profit and loss |
|
|
(27,247) |
|
(4,614) |
Loss on disposal of fixed assets |
|
|
2 |
|
- |
Depreciation and amortisation |
|
|
213 |
|
194 |
Share-based payments |
|
|
6 |
|
- |
Finance expense |
|
|
88 |
|
- |
Decrease/(increase) in trade and other receivables and other working capital movements |
|
|
(825) |
|
(346) |
Increase in loans receivable |
|
|
(2,303) |
|
- |
Decrease in trade and other payables |
|
|
5,891 |
|
5,702 |
Purchase of investments |
|
|
(11,399) |
|
(5,870) |
Proceeds from disposals |
|
|
8,175 |
|
197 |
|
|
|
|
|
|
Net cash generated used in operating activities |
|
|
(10,920) |
|
(8,708) |
|
|
|
|
|
|
Tax received/(paid) |
|
|
23 |
|
(22) |
Net cash (outflows) from operating activities |
|
|
(10,897) |
|
(8,730) |
|
|
|
|
|
|
Cash flows used in investing activities |
|
|
|
|
|
Purchase of property, plant and equipment |
|
|
(21) |
|
(19) |
Purchase of intangible assets |
|
|
(79) |
|
- |
Net cash (outflows) from investing activities |
|
|
(100) |
|
(19) |
|
|
|
|
|
|
Cash flows used in financing activities |
|
|
|
|
|
Proceeds from borrowings |
|
|
1,000 |
|
- |
Fees paid on issuance of loan |
|
|
(84) |
|
- |
Interest paid |
|
|
(70) |
|
- |
Repayments of leasing liabilities |
|
|
(178) |
|
(175) |
Change in investment in Fund I & II |
|
|
6,568 |
|
7,263 |
Gross proceeds from issue of share capital |
|
|
36,600 |
|
- |
Equity issuance costs |
|
|
(2,276) |
|
- |
|
|
|
|
|
|
Net cash inflow from financing activities |
|
|
41,560 |
|
7,088 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
30,563 |
|
(1,661) |
Cash and cash equivalents at beginning of year |
|
|
503 |
|
2,164 |
Cash and cash equivalents at end of year |
|
|
31,066 |
|
503 |
General information
The consolidated financial statements of Forward Partners Group Plc and its subsidiaries (collectively, the Group), for the year 1 January to 31 December 2021, were authorised for issue in accordance with a resolution of the directors on 29 June 2022. Forward Partners Group Plc (the Company or the parent) is a limited company incorporated and domiciled in England and Wales and whose shares are publicly traded on AIM a sub-market of the London Stock Exchange. The address of the registered office is given at the front of this report.
The nature of the Group's operations and its principal activities are set out in the strategic report. Information on the G roup's structure is provided below under the Basis of consolidation. Information on other related party relationships of the Group is provided in Note 22 (available on forwardpartners.com). The financial statements are presented in pounds sterling which is the Company's functional and the Group's presentation currency. The figures shown in the financial statements are rounded to the nearest thousand pound.
1. Accounting Policies
Basis of preparation of financial statements
The Group's financial statements have been prepared in accordance with UK-adopted International Accounting Standards. The financial statements have been prepared under the historical cost convention except as noted below.
The preparation of financial statements in conformity with IFRS' requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 2.
Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors confirm that they consider that the going concern basis remains appropriate as the Group has adequate resources to continue in operational existence for the foreseeable future based upon forecasts.
Basis of consolidation
The Group financial statements consolidate the financial statements of Forward Partners Group Plc and all its subsidiary undertakings made up to 31 December 2021.
Name of Undertaking |
Nature of Business |
Country of Incorporation |
% Ownership |
Forward Partners Management Company Limited |
Management Company |
England |
100% |
Forward Partners Venture Advance Limited |
Provider of business loans |
England |
100% |
Forward Partners General Partner Limited* |
General Partner |
England |
100% |
Forward Partners Carried Interest General Partner Limited* |
General Partner |
Scotland |
100% |
Forward Partners 1 Limited Partnership |
Limited Partner Fund |
England |
100% |
Forward Partners II Limited Partnership |
Limited Partner Fund |
England |
100% |
Forward Partners III Limited Partnership |
Limited Partner Fund |
England |
100% |
FPGP Nominees Ltd* |
Dormant |
Scotland |
100% |
Forward Partners Carried Interest LP* |
Dormant |
Scotland |
100% |
Forward Partners Investment Company Limited* |
Dormant |
England |
100% |
* These companies are either direct or indirect subsidiaries of Forward Partners Management Company Limited.
Subsidiaries are entities over which the Group has control. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.
Inter-company transactions (including unrealised gains/losses) and balances are eliminated. Unrealised losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Accounting for merger on formation of the group
Immediately prior to the Forward Partners Group Plc's admission to AIM, the company acquired all equity interests in Forward Management Company Limited and its subsidiaries. Forward Partners Management Company Limited is now a 100% owned direct subsidiary of Forward Partners Group Plc and consolidated into these financial statements. For purposes of this transaction Forward Partners Management Company Limited is deemed to be the accounting acquirer as Forward Partners Group PLC had a majority shareholder post admission who had a controlling interest in the underlying funds that were acquired. Therefore, the consolidated financial statements of the reporting entity, Forward Partners Group Plc have been prepared as a continuation of the accounting acquirer's financial statements.
Contemporaneous to Forward Partners Group Plc's admission to AIM, the company acquired all the equity interests in Forward Partners 1 Limited Partnership, Forward Partners II Limited Partnership and Forward Partners III Limited Partnership. Forward Partners 1 Limited Partnership, Forward Partners II Limited Partnership and Forward Partners III Limited Partnership are now 100% owned direct subsidiaries of Forward Partners Group Plc and consolidated into these financial statements.
The day after Forward Partners Group Plc's admission to AIM, the company acquired all equity interests in Forward Partners Venture Advance Limited. Forward Partners Venture Advance Limited is now a 100% owned direct subsidiary of Forward Partners Group Plc and consolidated into these financial statements.
In preparing these consolidated financial statements, the Group is required to determine whether the transactions fall within the scope of IFRS 3 Business Combinations to determine the appropriate basis for disclosure and the substance of the transaction. It is the directors' view that the transactions fall within the scope exclusion of IFRS 3, as a common control transaction and as such an alternative accounting policy must be selected. In the opinion of the directors, there is no other IFRS that specifically applies to these transactions.
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (paras 10-12) requires the Company to develop and apply an accounting policy suitable to the transaction, in accordance with the particulars laid out in the standard. IAS 8 paragraph 12 also states that "In making the judgement described in paragraph 10, management may also consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards, other accounting literature and accepted industry practices…".
In reviewing the scope of the mergers and group formation, including IFRS 3 Business Combinations the directors have determined the selection of an accounting policy analogous to that of the UK's FRS 102 section 19 Business Combinations and Goodwill (merger accounting method) will provide the most relevant, reliable and representative accounting treatment, which reflects the economic substance of the transactions.
In applying merger accounting when preparing these Consolidated Financial Statements, to the extent the carrying value of the assets and liabilities acquired under merger accounting is different to the cost of investment, the difference is recorded in equity within the merger reserve. Under merger accounting the results of the Group entities are combined from the beginning of the comparative period before the merger occurred. Comparatives are restated on a combined basis and adjustments made as necessary to achieve consistency of accounting principles.
Going concern
The directors have considered the going concern assessment undertaken at Group. The directors have reviewed cash flow forecasts for the Group and considered the impact of the Covid-19 pandemic and Brexit related uncertainty on them, which has included stress testing the Group's cash flow forecasts for severe but plausible downside scenarios and performing a reverse stress test covering the period 12 months from date of signing the financial statements (the going concern assessment period). This period is appropriate due to continued economic uncertainty. The directors have a reasonable expectation that the Group has adequate resources and cash reserves to continue in operational existence over the going concern assessment period even if economic instability resulted were to have an impact on the portfolio valuations and the ability of customers to repay loans advanced to them.
After making reasonable enquiries and having considered the matters described above, the directors believe that the Group is a sustainable business, will be able to meet its liabilities as they fall due and will have adequate resources to continue in operational existence from the date of approval of these financial statements up to 30 June 2023. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements for the year ended 31 December 2021.
Revenue recognition
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring services to a customer. For each contract with a customer, the Group: identified the contract with a customer, identifies the performance obligations in the contract; determines the transaction price which takes into account the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the services promised.
Revenue stream |
Nature, timing of satisfaction of performance obligations and significant payment terms |
Advances Income |
Forward Advances originates two types of loans, revenue based variable repayment and fixed repayment loans. Variable repayment loans The first type of loan has a variable repayment obligation calculated on the revenue generated by the client. These loan receivables are recognised at fair value; therefore, Revenue arises from the movement in the fair value of the loan receivable through profit and loss. Fixed repayment The second type of loan receivable originated by Forward Advances has a fixed repayment obligation, these loans are recognised at amortised cost and therefore Interest Income is recognised using the effective interest rate method to give a constant rate of income based on the amount outstanding. Both types of loan income are subject to the requirements of IFRS 9. Accordingly, please see the Financial Instruments section within Accounting Policies for further detail on the specific revenue recognition principles. |
Studio services |
The Group provides services such as product discovery, mobile & web engineering, branding & design, marketing & growth, talent acquisition services and people & culture consultancy services. The performance obligation for studio services overall is that the Group delivers the service to the customer that the customer has contracted with the Group to deliver, subject to the requirements of IFRS 15. For recruitment placement, revenue is recognised at a point in time when the candidate starts work for the customer as that is when the delivery obligation is fulfilled. Revenue from other studio services is recognised over time as the Group recognises revenues monthly for the services delivered in that month. Revenue recognition for studio services is based on the number of hours worked by each employee on the customer engagement multiplied by the hourly rate. |
An unbilled receivable (accrued income) is recognised when a performance obligation to a customer is satisfied (and the unconditional right to receive payment is present) but the actual invoice has not been raised and sent to the customer at the year end. Post year end, the invoices are raised and sent to the customer at which point the unbilled receivable is reclassified as trade receivable.
Finance income and costs
Finance costs comprise interest charged on bank loans in the Forward Advances business and lease liabilities.
Segmental reporting
An operating segment is defined as a component of an entity:
● that engages in business activities from which it could earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity);
● whose operating results are regularly reviewed by the entity's Chief Operating Decision Makers (CODM) to make decisions about resources to be allocated to the segment and assess its performance; and
● for which discrete financial information is available.
The CODM is considered to be the Board of Directors which consists of two executive Directors, three non-executive Directors and two executive Directors of the subsidiaries who are not Directors of Forward Partners Group Plc. The executive Directors take an active role in the operations of the Group on a day-to-day basis.
The Group reports its business activities in three areas: venture capitalist services, loan advances and Studio services, which is reported in a manner consistent with the internal reporting to the Board of Directors.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
● the contract involves the use of an identified asset - this may be specified, explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;
● the Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use; and
● the Group has the right to operate the asset; or
● the Group designed the asset in a way that predetermines how and for what purpose it will be used.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. The lease liability is measured at amortised cost using the effective interest method. It is re-measured when there is a change in future lease payments.
When the lease liability is re-measured, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in the income statement if the carrying amount of the right-of use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and low-value assets, including IT equipment. The Group would recognise the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Dilapidations provision
A provision is recognised in the statement of financial 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 outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
Foreign currencies
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the date of the Group statement of financial position are reported at the rates of exchange prevailing at that date. All foreign exchange gains and losses are presented in the statement of comprehensive income within the administrative expense heading.
Intangible assets
All finite-life intangible assets accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date. In addition, they are subject to impairments testing as described below. Forward Advances software development costs are amortised on a straight-line basis over their useful economic lives.
Management have determined that 5 years is the most appropriate life as the development of the software is expected to service customers for the foreseeable future.
Forward Advances software |
● 20% of cost on a straight-line basis |
Impairment
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. All property, plant and equipment with a finite life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the assets or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use, based on an internal discounted cash flow evaluation. All assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. Impairment losses are charged to administrative expenses.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit and loss in the period in which they are incurred.
Depreciation is provided on all property, plant and equipment, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset over the shorter of the expected useful life or lease term, as follows:
Long leasehold & leasehold improvements |
- Over the term of the lease |
Right of use assets |
- Over the term of the lease |
Fixtures and fittings |
- 25% of cost on a straight-line basis |
Computer equipment |
- 33% of cost on a straight-line basis |
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of comprehensive income when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, bank overdrafts, and short-term, highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of changes in value.
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial 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.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified
into one of the following categories:
● amortised cost;
● fair value through profit or loss (FVPL); or
● fair value through other comprehensive income (FVOCI).
In the year presented the Group does not have any financial assets that would be designated as hedging instruments or financial assets categorised as FVOCI.
The classification is determined by both:
● the entity's business model for managing the financial asset; and
● the contractual cash flow characteristics of the financial asset.
All revenue and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVPL):
● they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows; and
● the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest rate (EIR) method. Discounting is omitted where the effect of discounting is immaterial.
The Group's financial assets at amortised cost includes trade receivables, loan receivables on a fixed repayment schedule and a loan to a director included under other current financial assets (Note 8).
Financial assets at fair value through profit or loss (FVPL) are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss. Further, financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVPL.
Impairment of financial assets
Trade Receivables are accounted for under the simplified approach. IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
The Group applies the impairment requirements of IFRS 9. The IFRS 9 impairment model requires a three-stage approach:
● Stage 1 includes financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the reporting date. For these assets, 12-month expected credit losses ("ECLs") (that is, expected losses arising from the risk of default in the next 12 months) are recognised and interest income is calculated on the gross carrying amount of the asset (that is, without deduction for credit allowance).
● Stage 2 includes financial instruments that have had a significant increase in credit risk since initial recognition (unless they have low credit risk at the reporting date) but are not credit-impaired. For these assets, lifetime ECLs (that is, expected losses arising from the risk of default over the life of the financial instrument) are recognised, and interest income is still calculated on the gross carrying amount of the asset. The Group assumes there has been a significant increase in credit risk if outstanding amounts on the financial assets exceed 30 days, in line with the rebuttable presumption per IFRS 9 at which point the assets are considered to be stage 2.
● Stage 3 consists of financial assets that are credit-impaired, which is when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. For these assets, lifetime ECLs are also recognised, but interest income is calculated on the net carrying amount (that is, net of the ECL allowance). The Group defines a default, classified as stage 3, as an asset with any outstanding amounts exceeding a 60-day due date, which reflects the point at which the asset is considered to be credit-impaired.
The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets carried at amortised cost and recognises a loss allowance for such losses at each reporting date. The measurement of ECLs reflects:
● an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
● the time value of money; and
● reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
If in a subsequent period the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.
Non-current financial assets
Non-current financial assets comprise investments in unquoted equity instruments, quoted equity investments and loan notes (unquoted investments) which are measured at fair value.
To determine the fair value of the funds underlying portfolio of investments using one of the below valuation methods at each calendar quarter end:
● If there has been investment within one year, we will calibrate to the Price of Recent Investment (PoRI), when PoRI is an appropriate starting point for estimating fair value. For the calibration, adequate consideration will be given to the current facts and circumstances, including, but not limited to, changes in the market or changes in the performance of the investee company. These changes in the market or changes in the performance of the investee company (as measured against specified milestones) will be documented and used as the basis of valuations above or below PoRI.
● Where the asset has been held for more than one year without any further investment activity, and there is not a reliable third-party validation of value, and there are inputs for a multiples-based valuation, we will value the asset according to a multiples-based valuation method.
● Quoted equity investments are based on the bid price at the reporting date.
Where the funds have reason to believe the investee company is about to be wound up or has suffered a significant downturn in prospects, it will write the value down to zero or to whatever value is in our best estimate appropriate. Any gain or loss on revaluation is recognised immediately in the profit and loss account.
The values the funds have assigned to the investments are based upon available information and do not necessarily represent amounts which might ultimately be realised. Due to the inherent uncertainty of the valuation, the estimated fair value may differ significantly from the values that would have been determined had the investments been liquidated and those differences could be material.
The value of the Group's non-current financial assets are held at fair value through the profit or loss, any listed investments are valued on the quoted price at the balance sheet date.
Changes in fair value are recognised in the profit and loss.
Trade and other receivables
The Group makes use of a simplified approach in accounting for trade receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
The Group assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to Note 8 for a detailed analysis of how the impairment requirements of IFRS 9 are applied.
Loan receivables
The Group has determined that loan receivables with fixed repayment obligations are financial assets which are measured at amortised cost. Further, loan receivables with variable repayments and other financial assets are measured at Fair Value Through Profit and Loss ("FVPL").
Classification and measurement of financial liabilities
The Group's financial liabilities include borrowings and trade and other payables.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at FVPL.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial liabilities designated at FVPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss.
All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.
Taxation
Current tax is the tax currently payable based on the taxable profit for the year.
Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss under a business combination. Deferred tax is determined using tax rates and laws that have been substantially enacted by the statement of financial position date, and that are expected to apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits to the Group, are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the statement of comprehensive income, except where they relate to items that are charged or credited directly to equity, in which case the related deferred tax is also charged or credited directly to equity.
Provisions
These are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as a finance cost.
Carried interest
The Company has established carried interest plans for the Executive Directors other members of the investment team and certain other employees (together the "Plan Participants") in respect of any investments and follow-on investments made within the Groups Limited Partnership Funds. Plan Participants will receive, the amounts as set out in the table below of the net realised cash profits from the investments and follow-on investments made over the relevant period once the Group has been repaid the Priority Profit Share (PPS) and received an aggregate amount equal to 6% per annum calculated on a monthly basis, compounded annually on the initial capital and loan funds put into the partnerships to fund the investments and PPS (the 'hurdle').
Carried interest distribution
Limited Partnership |
Amount equivalent to Hurdle |
Balance of profits |
|
|
|
Fund I |
20.8% |
20.8% |
Fund II |
25.0% |
20.0% |
Fund III |
25.0% |
10.0% |
The carried interest plans run from inception to cessation of the partnership for fund I and II and for Fund III the carried interest fee operates in respect of investments made during a 24-month period and related follow-on investments made for a further 36-month period, save that the first carried interest fee shall be in respect of the period from the Group admission to AIM to 31 December 2021.
Carried interest is measured at FVTPL with reference to the performance conditions described above and is accrued as a non-current liability as the Funds are consolidated into the Group results.
Carried Interest is calculated based on the valuation of the Company's investments as at the year end, assuming all the investments were converted to cash at that point, less estimated selling costs. The actual amount payable will be dependent on the amount and timing of the actual realisations of the portfolio investments.
Based on the investment valuations as at 31 March 2021 the hurdle has been met in Fund I and II, on an unrealised basis, as such carried interest has been provided for. This will only be payable if the hurdle is met on a realised basis and a carried interest fee is paid by the Group to the Plan Participants. The carried interest arrangements have been set up with aim of incentivising employees of the Group and aligning them with shareholders through participation in the realised investment profits of the Group. The Remuneration Committee determine the allocation of the carried interest amongst employees of the Group. Each carried interest plan is subject to good and bad leaver provisions. Any unvested carried interest resulting from a Plan Participant becoming a leaver can be reallocated by the Remuneration Committee. Non-executive Directors of the Company are not eligible to participate in the carried interest arrangements.
Merger reserve
To the extent the carrying value of the assets and liabilities acquired under merger accounting is different to the cost of investment, the difference is recorded in equity within the merger reserve, along with an adjustment to reflect the share capital and share premium of the legal parent. Under merger accounting the results of the Group entities are combined from the beginning of the comparative period before the merger occurred. Comparatives are restated on a combined basis and adjustments made as necessary to achieve consistency of accounting principles.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. The proceeds of share issues, received net of any directly attributable transaction costs, are credited to share capital at nominal value and the excess credited to the share premium account.
Retained earnings represent the accumulated profits and losses, less dividends since the Group was formed.
Employee benefits and Pensions
The Group supports various personal pension arrangements and is auto-enrolment compliant. Payments are made to individual defined contribution pension schemes. Agreed contributions are charged to the statement of comprehensive income as they become payable.
Share based payments
Employees (including directors) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). The Group has not issued any cash-settled awards during the year.
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are given in Note 16.
That cost is recognised in employee benefits expense (Note 15), together with a corresponding increase in equity (retained earnings), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share (further details are given in Note 19).
Financial Risk Management
Financial risk
The Group's activities expose it to a variety of financial risks. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Risk management is carried out by the board which evaluate and manage financial risks in close co-operation with the managing directors of the subsidiary companies. The Group:
● regularly reviews credit extended to customers with appropriate action being taken to minimise the cost of bad debts;
● balances risk and return when assessing where to place cash surplus to the Group's immediate requirements; and
● keeps open options to employ debt finance to ensure that the Group has sufficient funds for continuing operations and planned expansions.
Market risk
The Group is exposed to market risk through its use of financial instruments and specifically to interest rate risk, currency risk, and certain other price risks, which result from both its operating and investing activities. The Group has interest-bearing assets which are subject to a fixed rate of interest. Thus, the Group is exposed to interest rate risk, which is not expected to have a significant impact on profit or loss or equity. The Group considers its exposure to currency risk as minimal.
Foreign exchange risk
Most of the Group's transactions are carried out in GBP. Exposures to currency exchange rates arise from the Group's portfolio company investments in overseas companies, which are primarily denominated in US dollars (USD) and Euros (EUR). The Group has two non-current asset investments dominated in US dollars (USD). These investments will have revenues dominated in US dollars (USD), which could impact the fair value, albeit do not have a direct impact on the Group's operations. The Group monitors its exposure to foreign exchange risks on a regular basis but its exposure to date has been de-minimis and the cost of any FX hedging strategy is not deemed cost effective.
Credit risk
The principal credit risk the Group is exposed to arises on the issuing of new loan to customers. The Group has implemented strong credit vetting policies that require appropriate credit checks via credit checking agencies, background financial checks on companies and Know Your Client (KYC) checks on potential customers and directors before loans are made.
Liquidity risk
The Group keeps open avenues for securing debt finance to ensure that funds may be called upon if and when needed for operations and payments due in respect of acquisitions. The board monitors the Group's liquidity position on the basis of expected cash flow on a regular basis.
The following table analyses the Group's financial liabilities, which will be settled on a net basis, into relevant maturity groupings, based on the remaining period to maturity at 31 December. The amounts disclosed are the contractual undiscounted cash flows:
At 31 December 2021
|
|
Less than 1 year £'000 |
Between 1 & 2 yrs £'000 |
Between 2 & 5 yrs £'000 |
Over 5 yrs £'000 |
Trade payables |
|
165 |
- |
- |
- |
Lease liabilities |
|
30 |
- |
- |
- |
Non-current financial liabilities |
|
- |
- |
934 |
11,288 |
Total |
|
195 |
- |
934 |
11,288 |
At 31 December 2020
|
|
Less than 1 year £'000 |
Between 1 & 2 yrs £'000 |
Between 2 & 5 yrs £'000 |
Over 5 yrs £'000 |
Trade and other payables |
|
53 |
- |
- |
- |
Lease liabilities |
|
178 |
- |
- |
- |
Non-current financial liabilities |
|
- |
30 |
- |
5,638 |
Total |
|
231 |
30 |
- |
5,638 |
Capital risk
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns to shareholders. The Group defines capital as loans, share capital plus reserves. The Group is not subject to any externally imposed capital requirements. The board monitors levels of cash and any excess levels have historically been used for acquisition.
Other pricing sensitivities
The Group is exposed to other price risk in respect of its listed equity securities and within the use of the multiples-based valuation method of investments (Note 2). The investments in listed and unlisted equity securities are considered long-term, strategic investments. In accordance with the Group's policies, no specific hedging activities are undertaken in relation to these investments. The investments are continuously monitored and voting rights arising from these equity instruments are utilised in the Group's favour.
2. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The Group may be required to make estimates and assumptions concerning the future. These estimates and judgements are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The principal areas where judgement was exercised are as follows:
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Non-current financial assets
The Group's Non-current financial assets held at fair value through the profit or loss represent our investments in the equity of quoted and unquoted companies which are very thinly traded and for which no market exists. These investments are measured at fair value through the profit or loss at the year end. The Group's valuation of investments measured at fair value through profit or loss is therefore dependent upon estimations of the valuation of the underlying portfolio companies.
The fair value of unlisted securities is established with reference to the International Private Equity and Venture Capital Valuation Guidelines December 2018 as well as the IPEV Board, Special Valuation Guidance issued on 31 March 2020 in response to the Covid-19 crisis ("IPEV Guidelines"). An assessment will be made at each measurement date as to the most appropriate valuation methodology.
The Group invests in early-stage and growth technology companies. Given the nature of these investments, there are often no current or short-term future earnings or positive cash flows. Consequently, although not considered to be the default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to observable market data, being the price of the most recent transaction. Fair value estimates that are based on observable market data will be of greater reliability than those based on estimates and assumptions and accordingly where there have been recent investments by third parties, the price of that investment will generally provide a basis of the valuation. Recent transactions may include post year-end as well as pre-year-end transactions depending on the nature and timing of these transactions.
If this methodology is used, its initial use and the length of period for which it remains appropriate to use the calibration of last round price depends on the specific circumstances of the investment, and the Group will consider whether this basis remains appropriate each time valuations are reviewed. In addition, the inputs to the valuation model (e.g., revenue, comparable peer group, product roadmap) will be recalibrated to assess the appropriateness of the methodology used in relation to the market performance and technical/product milestones since the round and the company's trading performance relative to the expectations of the round.
The Group considers alternative methodologies in the IPEV Guidelines, being principally price-revenue or price-earnings multiples, depending upon the stage of the asset, requiring management to make assumptions over the timing and nature of future revenues and earnings when calculating fair value. When using multiples, we consider public traded multiples in similar lines of business, which are adjusted based on the relative growth potential and risk profile of the subject company versus the market and to reflect the degree of control and lack of marketability.
Where a fair value cannot be estimated reliably, the investment is reported at the carrying value at the previous reporting date unless there is evidence that the investment has since been impaired.
In all cases, valuations are based on the judgement of the Directors after consideration of the above and upon available information believed to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the investment valuations, the estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. Due to this uncertainty, the Group may not be able to sell its investments at the carrying value in these financial statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale
Provision for expected credit losses of financial assets
Given the length of time the Group has been supplying loans to customers it does not have sufficient historical information and observed default rates in which to base its provision matrix. The Group therefore relies on recent trading history with customers and forward-looking information.
The assessment of the information correlation between recent trading history, forward looking information, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group's recent credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future. The information about the ECLs on the Group's financial assets is disclosed in Note 8 & 9.
Accounting for merger on formation of the group
As disclosed in the Group's accounting policies the Group is required to apply a suitable accounting policy to account for the formation of the Group. IAS 8 para 12 specifically states '…management may also consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards, other accounting literature and accepted industry practices…". Accordingly, managements considerations in formulating the accounting policy are a significant accounting judgement.
The Group was formed in the year to bring together the investment management company and the funds it managed into a new venture capital investment group realising the vision of members of management team which was shared with key investors. Management consider that Forward Partners Management Company Limited is the accounting acquirer of Forward Partners Group Plc as the latter did not trade, nor was it considered a business, prior to the merger and the transaction was not one that is subject to common control.
In relation to the merger of Forward Partners 1 Limited Partnership, Forward Partners II Limited Partnership, Forward Partners III Limited Partnership with Forward Partners Group Plc management have applied merger accounting on the basis that the transaction was one under common control. Management have elected to present the numbers on a retrospective presentation method, so that it is consistent with the accounting treatment for Forward Management Company Limited.
Management also considers the transaction to acquire Forward Advances took place under common control and therefore have applied the same policy as those for the funds. Up until Forward Advances was acquired the company was held as an investment at fair value within the fund, Forward Partners II Limited Partnership. From the date of the transaction, management consider that the Forward Partners Venture Advance Limited is no longer an investment held at fair value, as its purpose was to enable the Group to offer equity-free financing to its customers as an alternative to venture capital funding. Accordingly, applying the retrospective presentation method results in no comparatives being shown during the period in which company was held within the fund.
3. EARNINGS PER SHARE & NAV PER SHARE
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the year.
|
|
31.12.21 |
|
31.12.20 |
|||||
Profit attributable to equity holders of the Group (£'000) |
|
16,477 |
|
3,948 |
|||||
|
|
139,577 |
|
81,703 |
|||||
|
|
|
|
|
|||||
Weighted average number of ordinary shares in issue |
|
134,613,117 |
|
1 |
|||||
|
|
|
|
|
|||||
Basic earnings per share (pence per share) |
|
12 |
|
n/a |
|||||
NAV* per share (pence per share) |
|
104 |
|
n/a |
*NAV (Net Asset Value)
The basic and diluted EPS are the same as there are no dilutive financial instruments.
4. DIVIDENDS
No dividends were paid during the year (2020 Nil).
5. ULTIMATE CONTROLLING PARTY
Forward Partners Group Plc, incorporated in the England and Wales, is the ultimate parent company of the Group. The ultimate beneficiary, and the largest shareholder is Blackrock International Limited, which holds 70.4% of the issued share capital of Forward Partners Group Plc.
6. EVENTS AFTER THE REPORTING DATE
The Groups holding in Cazoo consists of 1,042,328 shares of which 951,417 shares were held in escrow until 1 March 2022 and the remaining 95,417 shares are held in escrow until 25 July 2022. Since the year-end the value of our shareholding in Cazoo has reduced by circa 83% to USD $0.95 per share as at 15 June 2022.
The impact of Cazoo and the effect of headwinds, on the wider Venture Portfolio Value is discussed in the Outlook statements of the CEO and Financial Review sections of the Annual Report. The Group, as ever, remains focused on delivering the best value to entrepreneurs and investors.
No adjusting or significant non-adjusting events have occurred between the 31 December reporting date and the date of authorisation.
Forward Partners Group Plc
COMPANY INFORMATION
for the year ended 31 December 2021
DIRECTORS: |
Matthew Bradley (appointed 4 March 2021, resigned 7 June 2022) Nicholas Brisbourne (appointed 4 March 2021) Susanne Given (appointed 28 May 2021) Jonathan Mckay (appointed 4 March 2021) Christopher Smith (appointed 4 March 2021) Lloyd Smith (appointed 21 March 2022)
|
SECRETARY: |
Allen Browning (appointed 4 March 2021, resigned 7 June 2022)
Lloyd Smith (appointed 7 June 2022)
|
REGISTERED OFFICE & BUSINESS ADDRESS |
Huckletree Shoreditch, Alphabeta Building, 18 Finsbury Square, London, EC2A 1AH
|
REGISTERED NUMBER: |
13244370 (England and Wales)
|
AUDITOR: |
Grant Thornton UK LLP 30 Finsbury Square London EC2A 1AG
|
SOLICITORS: |
Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU
|
REGISTRARS: |
Equiniti Limited Highdown House Yeoman Way Worthing West Sussex BN99 3HH |
NOMINATED ADVISER & BROKER: |
Liberum Capital Limited Ropemaker Place 25 Ropemaker Street London EC2Y 9LY
|
BANKERS |
Barclays Bank Plc 1 Churchill Place London E14 5HP
|
"Admission" |
The admission of the Enlarged Share Capital to trading on AIM and such admission becoming effective in accordance with the AIM Rules for Companies. |
"Advances" |
As per definition for "Forward Advances" |
"Act" |
The UK Companies Act 2006. |
"AI" |
Artificial intelligence. |
"AIM" |
AIM, the market of that name operated by the London Stock Exchange. |
"AIM Rules" |
the AIM Rules for Companies and the AIM Rules for Nominated Advisers. |
"AIM Rules for Companies" |
The AIM Rules for Companies issued by the London Stock Exchange governing admission to and the operation of AIM, as amended or re-issued from time to time. |
"AIM Rules for Nominated Advisers" |
The AIM Rules for Nominated Advisers issued by the London Stock Exchange setting out the eligibility, ongoing responsibilities and certain disciplinary matters in relation to nominated advisers, as amended or re-issued from time to time. |
"APMs" |
The Group assesses our performance using a variety of measures that are not specifically defined under IFRS and are therefore termed Alternative Performance Measures (APMs). The APMs that we use may not be directly comparable with those used by other companies. The Group considers the following to be APMs, which are defined elsewhere in the glossary: Average Portfolio Company Revenue Growth, Deal Flow Diversity, Employee Happiness, Studio Customer Satisfaction, Venture Portfolio Value, Ventures Deal Flow. |
"Audit and Valuation Committee" |
The audit and valuation committee of the Board. |
"Average Portfolio Company Revenue Growth" |
Average revenue growth of our top 15 holdings, weighted by the Group's fair value of each asset. |
"Board" |
The board of directors of the Company from time to time |
"Company" or "Group" |
Forward Partners Group plc, a company incorporated in England and Wales with registered number 13244370 and having its registered office at Huckletree Shoreditch, Alphabeta Building, 18 Finsbury Square, London EC2A 1AH. |
"Deal Flow Diversity" |
Deal flow diversity describes the gender and ethnicity split of all deals that reach the 'first meeting' stage of our Ventures investment process. |
"Directors" or "Board" |
The directors of the Company from time to time, but whose names as at the date of this document appear within the Directors Report section of this document. |
"ECL" |
Expected Credit Loss |
"Employee Happiness" |
Employee happiness is defined as the percentage of employees who state in monthly surveys that working at Forward makes them happy. |
"ESG policy" |
Environmental, social and governance |
"Executive Directors" |
The executive directors of the Company at the date of this document. |
"FCA" |
The UK Financial Conduct Authority. |
"Forward Advances" |
Forward Partners Venture Advance Ltd, a company incorporated in England and Wales with registered number 12401240 and having its registered office at Huckletree Shoreditch, Alphabeta Building, 18 Finsbury Square, London EC2A 1AH. The division of the Company focused on providing flexible revenue-based financing to digital businesses. |
"Forward Partners" or "Forward" |
The Company or any of its subsidiaries, such as Forward Partners Management (as applicable). |
"Forward Partners Management" |
Forward Partners Management Company Limited, a private limited company registered in England and Wales with registered number 08819822 and having its registered office at Huckletree Shoreditch, Alphabeta Building, 18 Finsbury Square, London EC2A 1AH. |
"Forward Studio" |
A division of the Group focused on providing strategic and executional services to Forward Ventures' and Forward Advances' portfolio companies. |
"Forward Ventures" |
A division of the Group focused on providing capital to high growth, early-stage technology businesses in exchange for an equity stake in such businesses. |
"Grant Thornton" |
Grant Thornton UK LLP, a limited liability partnership registered in England and Wales with registered number OC307742 and having its registered office at 30 Finsbury Square, London, England, EC2A 1AG. |
"Gross IRR" |
The internal rate of return expressed before deduction of fees and other expenses. |
"Group" |
The Company and its subsidiaries from time to time and, for the purposes of this document, including Forward Partners Management and its subsidiaries and subsidiary undertakings. |
"IFRS" or "IFRSs" |
International Financial Reporting Standards, as adopted for use in the United Kingdom (and in respect of financial periods commencing before 1 January 2021, as adopted for use in the European Union). |
"Liberum" |
Liberum Capital Limited, a company incorporated in England and Wales with registered number 05912554 and having its registered office at Level 12, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY. |
"Net Asset Value" or "NAV" |
The value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time to time. |
"Nominated Adviser" |
Liberum in its capacity as Nominated Adviser to the Company for the purposes of the AIM Rules. |
"Non-executive Directors" |
The non-executive directors of the Company at the date of this document. |
"Originations" |
New loans made to customers before interest is applied. |
"Studio Customer Satisfaction" |
The Studio team's customer satisfaction score describes the average rating provided by Studio team customers on a scale of 1 (very unsatisfied) to 5 (very satisfied). |
"QCA Code" |
The corporate governance code for small and mid-size quoted companies published by the Quoted Companies Alliance from time to time. |
"Registrar" |
Equiniti Limited of Corporate Advice, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. |
"Remuneration and Nominations Committee" |
The remuneration and nominations committee of the Board. |
"SME" |
Small and medium enterprises. |
"Startup" |
A high growth, early-stage technology business. |
"Studio" |
As per definition for "Forward Studio" |
"VAT" |
UK value added tax. |
"Ventures" |
As per definition for "Forward Ventures" |
"Ventures Deal Flow" |
Ventures deal flow describes the total number of deals screened by the Ventures team. |
"Venture Portfolio Value" |
The fair value of the Portfolio as at the date of reporting, calculated in accordance with the Group's Valuation Policy. |