Interim Results
Frenkel Topping Group PLC
26 July 2006
FOR IMMEDIATE RELEASE 26 JULY 2006
Frenkel Topping Group plc
('Frenkel Topping' or 'The Group')
Frenkel Topping provides specialist independent financial advice on the
investment of personal injury damages and clinical negligence awards. Frenkel
Topping offers a complete service for all personal injury claim handlers,
lawyers and individual clients, dealing with awards from a few thousand pounds
to multi-million pound cases. Frenkel Topping's expertise includes asset
protection, bespoke investment portfolios, analysis of periodical payments,
Court of Protection portfolios and provision of trustee and receivership bank
accounts.
Unaudited Interim Results for the six months ended 30 June 2006
Highlights
6 Months 6 Months Year ended
30 June 30 June 31 December
2006 2005 2005
£'000 £'000 £'000
Turnover 1,244 1,238 2,303
Operating loss (466) (233) (938)
(Loss)/profit before exceptional items, (174) 95 (161)
share based compensation, interest, taxation
and goodwill amortised
Loss before taxation and goodwill (303) (54) (589)
amortisation
Loss for the period (492) (235) (786)
Loss per share (1.05)p (0.51)p (1.72p)
Frenkel Topping Group plc
Richard Fraser (Chief Executive) 0161 886 8000
Chairman's Statement
The Group today announces its results for the six months ended 30 June 2006.
For the period 1 January to 30 June 2006, the Group recorded turnover of £1.24m
and a loss on ordinary activities before interest, taxation, share based
compensation and goodwill of £174,463. There was a loss before taxation of
£482,773.
Basic loss per ordinary share was 1.05p.
As at 30 June the Group's funds under management were £153 million.
Turnover was broadly in line with forecast for the 6 month period and consistent
with the same period of 2005. Included within the £1.24m is £465,000 of
recurring income. The board continues to believe the value of the Group will be
enhanced by increasing its funds under management and as a result provide
increasing recurring income for future years. The loss on ordinary activities
before interest, taxation, share based compensation and goodwill of £174,463 was
incurred mainly as a result of the current high acquisition costs of the funds
under management. Steps have been taken to reduce these expenses.
The board remains focused on growing the funds under management and its fees and
commission from the financial advice provided to personal injury victims. These
elements with robust cost control should improve the results of the Group.
Net debt as at 30 June 2006 was £529,938 and the net asset value of the Group as
at that date was £4,523,396. The board does not propose an interim dividend.
As at 30 June 2006 the Group was fully utilising its overdraft facility that is
subject to renewal in the near future. The Group's ability to meet it future
working capital requirements and therefore continue as a going concern is
dependent on it being able to generate revenues and free cashflow. The
Directors have prepared projections which they consider to be prudent and these
demonstrate that the business can operate within its existing banking
facilities. The Directors remain confident these facilities will be renewed in
due course.
In June the Group purchased 14% of the issued share capital of Frenkel Topping
Limited and Frenkel Topping Structured Settlements by way of issuing 8,183,833
new Ordinary Shares in Group at an issue price of 24p per share. The shares
have a lock-in period of 1 year. The Group has increased its holding in the
issued share capital of Frenkel Topping Limited and Frenkel Topping Structured
Settlements to 81%.
The market in which the Group operates continues to provide growth
opportunities, which are actively being pursued. In addition a Finance Director
has been appointed to assist the Board in the development of the Group and the
Directors remain focused on returning the Group to profitability as soon as
possible.
David R Southworth
26 July 2006
Frenkel Topping Group plc 6 Months 6 Months Year ended
Consolidated profit and loss account 30-Jun-06 30-Jun-05 31-Dec-05
£ £ £
Unaudited Unaudited Audited
TURNOVER 1,243,822 1,238,198 2,303,306
Cost of sales (682,157) (575,270) (967,914)
Gross Profit 561,665 662,928 1,335,392
ADMINISTRATION EXPENSES
Goodwill amortisation (179,824) (188,517) (346,677)
Share based compensation (111,879) (88,197)
(8,663)
Exceptional expenses - (130,991) (342,499)
Other (736,128) (567,991) (1,496,506)
Total administration expenses (1,027,831) (896,162) (2,273,879)
OPERATING LOSS (466,166) (233,234) (938,487)
Profit on partial disposal of interest in - - 41,015
subsidiaries
Interest payable (16,607) (9,078) (37,986)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (482,773) (242,312) (935,458)
Taxation 13,366 2,607 (19,273)
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (469,407) (239,705) (954,731)
Non-equity minority interests (22,750) 5,100 168,789
LOSS FOR THE PERIOD (492,157) (234,605) (785,942)
Loss per share - basic (pence) (1.05)p (0.51)p (1.72p)
Loss per share - diluted (pence) (1.05)p (0.51)p (1.72p)
Frenkel Topping Group plc
Consolidated Balance Sheet 30-Jun-06 30-Jun-05 31-Dec-05
As at 30 June 2006 Unaudited Unaudited Audited
£ £ £
FIXED ASSETS
Intangible assets 4,646,838 3,437,226 2,620,855
Tangible 57,732 119,407 68,426
4,704,570 3,556,633 2,689,281
CURRENT ASSETS
Stock 184,430 161,524 218,427
Debtors 732,244 682,556 541,561
Cash 83 2,809 183
916,757 846,889 760,171
CREDITORS - Amounts falling due within one year (1,215,582) (1,145,847) (782,553)
NET CURRENT LIABILITIES (298,825) (298,958) (22,382)
TOTAL ASSETS LESS CURRENT LIABILITIES 4,405,745 3,257,675 2,666,899
CREDITORS - Amounts falling due after one year (32,748) (8,487) (34,807)
4,372,997 3,249,188 2,632,092
PROVISION FOR LIABILITIES AND CHARGES (142,500) (5,612) (233,973)
Non-equity minority interests 292,899 192,301 540,955
NET ASSETS 4,523,396 3,435,877 2,939,074
CAPITAL AND RESERVES
Called up share capital 268,927 227,998 227,998
Other reserve 200,076 8,663 88,197
Own shares (25,000) - (25,000)
Share premium account 5,509,864 3,586,193 3,586,193
Profit and loss account (1,430,471) (386,977) (938,314)
EQUITY SHAREHOLDERS' FUNDS 4,523,396 3,435,877 2,939,074
Frenkel Topping Group plc 6 Months 6 Months Year ended
Consolidated Cash Flow Statement 30-Jun-06 30-Jun-05 31-Dec-05
For the period to 30 June 2006 Unaudited Unaudited Audited
£ £ £
Net Cash Outflow from Operating Activities (228,067) (147,035) (108,587)
Returns on Investments and servicing of finance
Interest paid (16,607) (9,078) (37,986)
Net cash outflow from returns on investment and (16,607) (9,078) (37,986)
servicing of Finance
Taxation 13,366 - (9,595)
Capital Expenditure
Purchase of tangible fixed assets (4,419) (6,498) (35,472)
(4,419) (6,498) (35,472)
Acquisitions and Disposals
Purchase of subsidiaries (15,900) - -
Net overdraft acquired with subsidiaries - - 511,760
Purchase of own shares - - (25,000)
Net cash outflow from acquisitions and disposals (15,900) - 486,760
Net cash (outflow)/inflow before financing (251,627) (162,611) 295,120
Financing
New short term loans 31,211 250,000 275,000
Repayment of bank loans - (13,296) (13,296)
Other loan repayments - (77,159) (236,985)
Capital element of finance lease payments (4,580) (7,900)
(2,059)
Net cash inflow from financing 29,152 154,965 16,819
(Decrease)/increase in cash (222,475) (7,646) 311,939
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
£ £ £
(Decrease)/increase in cash in the period (222,475) (7,646) 311,939
Net cash outflow from debt financing (154,965) (16,819)
(29,152)
Change in net debt (251,627) (162,611) 295,120
Net debt as 1 January (278,311) (573,431) (573,431)
Net debt as 31 December (529,938) (736,042) (278,311)
Notes to the Interim Financial Statements
1. The information set out does not constitute statutory accounts within the
meaning of Section 240 of the Companies Act 1985. The financial information for
the full preceding year is based on the financial statements for the financial
year ended 31 December 2005. These accounts, upon which the auditors issued an
unqualified opinion, have been delivered to the Registrar of Companies.
The accounts are prepared on a going concern basis, which assumes that the Group
will continue in operational existence for the foreseeable future. The Group's
ability to meet its future working capital requirements and therefore continue
as a going concern is dependent on it being able to generate revenues and free
cash flow. The directors have prepared projections which they consider to be
prudent and which demonstrate that the business can operate within its existing
facilities. These facilities are expected to be renewed at least at their
current level in the next few months.
Whilst there is fundamental uncertainty in relation to the above matters, the
directors are in negotiation with potential financiers and based on indications
received so far anticipate a positive outcome and consider that is it
appropriate for the accounts to be prepared on a going concern basis. The
accounts therefore do not include any adjustments that would result from the
Group being unable to continue as a going concern.
The Board of Directors approved the interim report on 26 July 2006.
2. Exceptional costs/income
6 Month 6 Months 12 Months
30-Jun-06 30-Jun-05 31-Dec-05
Unaudited Unaudited Audited
£ £ £
operating costs
Redundancy and restructuring costs - 130,991 228,526
PI exceptional provision - - 113,973
Total current - 130,991 342,499
NON OPERATING INCOME
Profit on disposal of 41,015
interest in subsidiaries - -
3. The tax charge is based on the current rate of UK corporation tax applicable
to the company and comprises:
6 Month 6 Months 12 Months
30-Jun-06 30-Jun-05 31-Dec-05
Unaudited Unaudited Audited
£ £ £
UK corporation tax at 30% (13,366) - 27,615
UK corporation tax at 19% - - 5,020
Total current (13,366) - 32,635
Deferred taxation - (2,607) (13,362)
Total current (13,366) (2,607) 19,273
4. Earnings per share
6 Month 6 Months 12 Months
30-Jun-06 30-Jun-05 31-Dec-05
Unaudited Unaudited Audited
£ £ £
Basic and Fully Diluted
Loss after Taxation (492,157) (234,605) (785,942)
Weighted average number of shares 46,956,382 45,599,614 45,599,614
EPS (Pence) (1.05)p (0.51)p (1.72)p
The loss for the period and the weighted average number of ordinary shares for
the purpose of calculating the diluted earnings per share are the same as for
the basic earnings per share calculation.
This is because the outstanding share options would have the effect of reducing
the loss per ordinary share and would therefore not be dilutive under the terms
of Financial Reporting Standard ('FRS') 22.
4. Cashflows
Reconciliation of operating loss to net cash outflow from operating activities
6 Month 6 Month 12 Months
30-Jun-06 30-Jun-05 31-Dec-05
Unaudited Unaudited Audited
£ £ £
Operating loss (466,166) (233,234) (938,487)
Share based compensation 111,879 8,663 88,197
Depreciation and amortisation 194,937 218,039 458,654
Decrease/(increase) in work in progress 33,997 (80,631) (137,534)
(Increase)/Decrease in debtors (190,683) 111,382 257,520
Increase/(decrease) in creditors 87,969 (171,254) 163,063
Net cash outflow from operating activities
(228,067) (147,035) (108,587)
5. Cashflows (continued)
Analysis of net debt
1-Jan-06 Cash Flow Non-Cash 30-Jun-06
Movements
£ £ £ £
Cash at bank and in hand 183 (100) - 83
Bank overdraft (77,216) (222,375) - (299,591)
(77,033) (222,475) - (299,508)
Debts due within one year (162,353) (31,211) - (193,564)
Debts due after one year (25,000) - - (25,000)
Finance leases (13,925) 2,059 - (11,866)
(201,278) (29,152) - (230,430)
Net debt (278,311) (251,627) - (529,938)
6. Acquisition of minority interests
On 11 May 2006 the company announced its intention to acquire 14% of the issued
share capital of its two trading subsidiaries Frenkel Topping Limited and
Frenkel Topping Structured Settlements Limited. The offer was accepted in full
on 9 June 2006. The consideration was satisfied by the allotment of 8,183,833
new ordinary shares at an issue price of 24p giving a total consideration of
£1,964,600 plus costs of acquisition of £15,900 resulting in goodwill arising on
acquisition of £2,205,808
7. Equity reserves
Share
premium Other Profit and
Share capital account Own shares reserve loss account Total
£ £ £ £ £ £
At 1 January 2006 227,998 3,586,193 (25,000) 88,197 (938,314) 2,939,074
Loss for the period - - - - (492,157) (492,157)
Share based - - - 111,879 - 111,879
compensation
Arising on 40,929 1,923,671 - - - 1,964,600
acquisition of
minority interest
Net debt 268,927 5,509,864 (25,000) 200,076 (1,430,471) 4,523,396
INDEPENDENT REVIEW REPORT TO FRENKEL TOPPING GROUP PLC
Introduction
We have been instructed by the company to review the financial information set
out in the consolidated profit and loss account, the consolidated balance sheet,
the consolidated cash flow statement and the related notes and we have read the
other information in the interim statement and considered whether it contains
any apparent misstatements or material inconsistencies with the financial
information.
This report, including the conclusion, has been prepared for and only for the
company for the purpose of their interim statement and for no other purpose. We
do not, therefore in producing this report, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in
writing.
Directors' responsibilities
The interim statement, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The directors are
responsible for preparing the Interim Statement in accordance with the
Alternative Investment Market Rules which require that the accounting policies
and presentation applied to the interim figures must be consistent with those
that will be adopted in the company's annual accounts.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board as if that Bulletin applied. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and based thereon assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with Auditing Standards and therefore provides a lower
level of assurance than an audit. Accordingly we do not express an audit opinion
on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2006.
Baker Tilly
Chartered Accountants
Brazennose House
Lincoln Square
Manchester
M2 5BL
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