RNS Number : 4170E
Learning Technologies Group PLC
17 September 2024
 

17 September 2024

 

Learning Technologies Group plc

HALF YEAR RESULTS 2024

 

Healthy profit growth and strong cash generation

Continued challenging macro backdrop

 

Learning Technologies Group plc, a global market leader in digital learning and talent management, announces half year results for the six months ended 30 June 2024. All figures relate to that period unless otherwise stated.

 

Strategic and operational highlights

Resilient performance in a tough macroeconomic environment.

SaaS and long-term contracts account for 76% of total revenues (H1 2023: 72%)1.

All major clients above $5 million annual revenue that were up for renewal in H1 2024 were successfully renewed and strong growth in LATAM and Leadership divisions of GP Strategies.

GP Strategies profits more than doubled in the three years since acquisition, reflecting margin progression and operational improvement actions.

Completed the sale of VectorVMS ("Vector") for $50 million as part of ongoing initiatives to simplify our portfolio and sharpen focus on learning and talent development.

Increased investment in AI product innovation including GP's Content AIQ Learning Platform, Human+ AI Learning Series, Rustici Generator and Bridge Learn and Develop. Early signs of customer uptake are encouraging.

 

Financial highlights

Organic constant currency revenue down 3.8% to £250.3 million, with the subdued macro backdrop affecting overall spending on learning and talent development activities, particularly in transactional and project work and softness in SaaS subscriptions:


Content & Services down 2.9%;


Software and Platforms down 5.9%.

Continued growth in profits and margin progression on a like-for-like basis2:


Adjusted EBIT up 5% to £43.3 million.


Adjusted EBIT margin increased to 17.3% (H1 2023: 15.3%) as the Group benefits from the successful commercial transformation of GP Strategies and focus on cost optimisation.


Statutory operating profit increased 65% to £38.3 million.

Strong cash performance with cash conversion of 70%3 (H1: 65%).

Robust balance sheet with net debt as at 30 June of £57.5 million, reduced to c.£1 million at 30 August 2024 following the disposal of Vector. 

Voluntary debt repayment of $25 million in July 2024.

 

US regulatory update

GP Strategies continues to be in constant dialogue with DCSA (Defense Counterintelligence and Security Agency), and is making good progress on resolving the issues pertaining to certain approvals, however there is more work to be done.

A new subsidiary, solely focused on all forms of US Government contracts, is in the process of being established. It is expected to become operational in H1 2025 and has applied to be eligible to work on new classified contracts.

No existing classified contracts are due for renewal imminently and the value of the contracts is not material in the context of total Group revenue and profit. 

 

Dividend

The Board is pleased to declare an interim dividend of 0.45 pence per share (H1 2023: 0.45 pence).

 

Current trading and outlook

The Group previously expected revenue to be in the range of £480 million to £500 million and adjusted EBIT to be in the range of £88 to £93 million for FY 2024 (adjusting for the completion of the sale of Vector on 1 July). This range was based on an average GBP:USD rate of 1.26 for H2 2024.

Based on an average GBP:USD rate of 1.31 for H2, the ranges adjust to £473 to £493 million of revenues and adjusted EBIT of £86 to £91 million for FY 2024 (adjusting for the completion of the sale of Vector on 1 July).

The Board expects the Group to be towards the bottom of the range given current trading, in particular at GP Strategies.

The Board is focused on continuing to drive efficiencies whilst actively managing the portfolio to support a return to organic growth once market conditions improve.

 

Jonathan Satchell, Chief Executive Officer of Learning Technologies Group, said:

 

"LTG has delivered a resilient performance, with growth in adjusted EBIT of 5% on a like for like basis, and strong cash performance in a macroeconomic backdrop which remains challenging. 

 

Whilst the lack of revenue growth is disappointing, the structural drivers of the learning and talent development market remain intact and support our belief that LTG will return to growth when market conditions improve."

 


Financial summary: 

 

 

Continuing

 

£m unless otherwise stated

H1 2024

H1 2023

Change

Revenue

250.3

284.6

(12)%

Revenue like-for-like4

250.3

268.2

(7)%

Organic constant currency

(3.8)%

0.1%


Software & Platforms constant currency 

(5.9)%

(4.7)%


Content & Services organic constant currency

(2.9)%

1.8%


     SaaS & long-term contracts 

76%

72%


Adjusted EBIT

43.3

43.1

0.5%

Adjusted EBIT margin

17.3%

15.1%

+220bps

Adjusted EBIT like-for-like2

43.3

41.1

+5%

Adjusted EBIT margin like-for-like2

17.3%

15.3%

+200bps

Statutory operating profit

38.3

23.2

+65%

Statutory PBT

34.0

16.5

106%

Adj. Diluted EPS (pence)

3.496

3.293

6%

Basic EPS (pence) - continuing & discontinued

3.363

1.376

144%

Net Debt / (Cash)

57.5

108.4

(47)%

Dividend (pence)

0.45

0.45

0%

 

NOTES

1. Proportion of total revenues that are SaaS or long-term contracts increased to 76% although there was a slight decline in revenue in absolute terms to £191.4 million.

2. Excluding TTI Global Staffing contracts and Lorien Engineering disposed of in 2023 & 2 Jan 2024 respectively, at 1.23 average H1 2023 USD/GBP FX. 

3. Adjusted operating cash flow as a percentage of adjusted EBIT. Adjusted operating cashflow is cashflow in the period after accounting for operating activities and capital expenditure.

4. Excluding TTI Global Staffing contracts and Lorien Engineering disposed of in 2023 & 2 Jan 2024 respectively, and reclassification of pass-through revenue, at 1.23 average H1 2023 USD/GBP FX.

 

Analyst and investor presentation:

 

LTG will host an analyst and investor webcast at 09:30 today, 17 September 2024. The registration link can be found below:

 

https://attendee.gotowebinar.com/register/7598785774527469662

 

Enquiries:

 


Learning Technologies Group plc

Jonathan Satchell, Chief Executive

Kath Kearney-Croft, Chief Financial Officer

 

+44 (0)20 7832 3440

Deutsche Numis (NOMAD and Corporate Broker)

Nick Westlake, Ben Stoop, Tejas Padalkar

 

+44 (0)20 7260 1000

Goldman Sachs International (Joint Corporate Broker)

Bertie Whitehead, Adam Laikin

+44 (0)20 7774 1000



FTI Consulting (Public Relations Adviser)

Jamie Ricketts, Emma Hall, Lucy Highland, Jemima Gurney

+44 (0)20 3727 1000

 

 

 

About LTG

Learning Technologies Group plc (LTG) is a leader in the growing workplace digital learning and talent management market. The Group offers end-to-end learning and talent solutions ranging from strategic consultancy, through a range of content and software platform solutions to analytical insights that enable corporate and government clients to close the gap between current and future workforce capability.

 

LTG is listed on the London Stock Exchange's Alternative Investment Market (LTG.L) and headquartered in London. The Group has offices in Europe, North America, South America and Asia-Pacific.

 

 

 

 



 

Chief Executive Review

 

Introduction

Learning Technologies Group plc is a global market leader in learning and talent technologies and services. Our purpose is helping organisations to transform through their people.

Our portfolio is diversified including businesses that provide services, content, software and platforms to the learning and talent development market. Our clients include large, medium and small corporates as well as educational institutions, with a concentration in North America where we derive the majority of our revenue. We believe our people, scale, diversification and holistic offering are differentiating features within an industry that is both large and fragmented.

Our strategy has three core pillars including (i) grow and strengthen our existing businesses, (ii) operate more efficiently and (iii) actively manage our portfolio.

Our industry has experienced softness in growth over the last two years driven by inflation resulting in lower budgets, declining global growth and the emergence of AI causing corporations to revisit historical ways of working. However, the structural drivers of the industry remain strong as there is significant ongoing business transformation requiring training, and companies are focused on aligning skills with organisational objectives through training and technology. AI is evolving at a rapid pace, creating growing needs for training, and employee trends are towards moving jobs more frequently creating a demand for onboarding and upskilling.

Despite the revenue softness, LTG continues to deliver profit growth and healthy cash flow. We continue to concentrate on simplifying our portfolio, thus sharpening our focus on learning and talent development. As part of our strategy we recently closed the divestiture of Vector for a cash consideration of $50 million on a cash and debt free basis (net proceeds c.$35m after tax and costs) which alongside a voluntary debt repayment resulted in an approximately neutral net debt position as at 30 August 2024.

Notwithstanding the current challenges, we believe that LTG will return to growth driven by a combination of heightened focus on execution to take advantage of long-term structural drivers, portfolio management, acquisitions and an improvement in market conditions.

H1 2024 Performance Highlights

Revenues for the six months to June 2024 declined by 3.8% on a constant currency organic basis. The decline in revenue was driven by continued lower transactional and project revenues in our Content & Services division, PeopleFluent declines within Software and Platforms and a subdued macro backdrop impacting overall spending on learning and talent development activities.

Group adjusted EBIT for the first half grew by 5% year over year and group adjusted margin in the first half of the year was 17.3% versus 15.3% in H1 2023 (all on a like-for-like basis). The margin progression was driven primarily by continued execution of GP Strategies' commercial transformation and efficiencies across the group.

LTG is a highly cash generative business and is also delivering incremental proceeds through disposals. Net debt as at 30 August 2024 was £1 million, following the disposal of Vector and a voluntary additional debt repayment of $25 million. Net debt as at 30 June 2024, was £57.5 million (FY 2023: £78.6 million) before accounting for the Vector proceeds.

Our long-term services and SaaS contracts accounted for 76% of revenues in H1 2024 and provide a strong base and durability in earnings.



 

Operational Review

The Content and Services division includes GP Strategies, Affirmity and PRELOADED and comprised 73% of revenue and 60% of Adjusted EBIT in H1 2024.

The Software and Platforms division reflects the results of our software companies including Rustici, Bridge, Breezy, OpenLMS, and PeopleFluent. The Software and Platforms divisions comprised 27% of revenue and 40% of Adjusted EBIT in H1 2024

Content & Services

Revenue decreased by 2.9% on an organic constant currency basis.

GP Strategies experienced strong growth in Leadership & Advisory and in Latin America which was offset by softness in Managed Learning Services, Learning Experience and Government divisions driven by lower activity from our existing client base and a softer pipeline. Their strategic focus remains on driving more cross-selling within divisions, gaining market share in emerging markets and sectors requiring business transformation, and AI enabling the entire business to be more productive for customers.

With regard to AI initiatives, client uptake of GP Strategies new ContentAIQ platform has exceeded expectations and their leading Human + AI training program remains one of the pre-eminent programs for leadership across the Fortune 500 client base. Third parties continue to recognise GP Strategies' leading expertise and capabilities, with the firm winning 30 Brandon Hall HCM Excellence Awards in the last 12 months.

PRELOADED experienced lower activity in the first half including a delay in a large contract, however clients are starting to become more active. Affirmity delivered healthy revenue growth during the period driven by continued new client wins and upselling.

Software and Platforms

Revenue decreased by 5.9% on an organic constant currency basis. Individual business performances were as follows:

Rustici: Continued strong performance in H1 2024 with a number of new AI enabled products coming to market including Rustici Generator (AI driven content processing service).

Bridge: Incurred higher than expected renewals churn in H1 driven by temporary factors including restructuring of sales teams and spend scrutiny. The new Bridge 'Learn and Develop' solution which brings Skills-focused, AI enabled technology derived from the Patheer acquisition, is landing very well with existing customers and new prospects.

Breezy: The macro impact of small medium business (SMB) hiring weakness continues to impact the business in 2024.

OLMS: There were lower than expected new customer bookings in H1 however underlying ARR grew in Q2. The new leadership team has conducted a thorough review resulting in a full understanding of the challenges and is initiating many positive strategic changes.

PeopleFluent: Renewals churn was higher than expectations. They are launching a new product enhancement on Skills and AI called Stories which will address key perceived deficiencies in the Learning Product and we expect this to have a positive effect on retention.

 

Corporate Governance

As previously announced, Simon Boddie was appointed as Senior Independent Director with effect from 8 July 2024. I thank him for his continued support to me and the executive team.



 

GP Strategies Regulatory Update

As a US company that performs work for the US Government, GP Strategies requires certain approvals and is subject to restrictions intended to protect classified information.

In July 2024, LTG was notified by GP Strategies of the invalidation ("temporary suspension") of the eligibility for GP to work on new classified contracts. The GP executive team continues to be in constant dialogue with the DCSA (Defense Counterintelligence and Security Agency) and is making good progress on resolving the issues pertaining to certain approvals, with full resolution our key objective.   

A new subsidiary, solely focused on all forms of federal US Government contracts, is in the process of being established. It is expected to become operational in H1 2025 and has applied to be eligible to work on new classified contracts.

GP Strategies continues to work on existing classified contracts, however one customer has paused their contract which has a revenue impact of c.$200k in 2024. No other contracts are due for renewal imminently, and the value of the contracts is not material in the context of total Group revenue and profit.

Dividend

On the 28th of June 2024, the Company paid a final dividend of 1.21 per share, giving a total dividend for 2023 of 1.66 pence per share, up 3.8% over 2022. The Board is pleased to declare an interim dividend of 0.45 pence per share (H1 2023: 0.45 pence per share). This dividend will be paid by 28 October 2024 to all shareholders on the register as at 4 October 2024.

Current Trading and Outlook

The Group previously expected revenue to be in the range of £480 to £500 million and adjusted EBIT to be in the range of £88 to £93 million for FY 2024 (adjusting for the completion of the sale of Vector on 1 July). This range was based on an average GBP:USD rate of 1.26 for H2 2024. Based on an average GBP:USD rate of 1.31 for H2, the ranges adjust to £473 to £493 million of revenue and adjusted EBIT of £86 to £91 million for FY 2024 (adjusting for the completion of the sale of Vector on 1 July). The Board expects the Group to be towards the bottom of the range given current trading, in particular at GP Strategies. The Board is focused on continuing to drive efficiencies whilst actively managing the portfolio to support a return to organic growth once market conditions improve.

 

https://lh4.googleusercontent.com/YE85mJ8fwVuVdiNs5FtH3D5xUt9E9IMVtSczPEJyDUX2PGHuvuym1aYskhQi6hRnehkzCo71QoO5-zeInERSctgoOE-qhEbXLKuKoCMEm6hwbmWag3wo1aH3yPh4qkdExyxVDpfWBRZPCckGvKWKcy-DPsrLeSwjlup4SQhAewUZC0ZlFJ2AgBgR6U1v

 

Jonathan Satchell

Chief Executive 

17 September 2024



 

Chief Financial Officer's Review

 

In the six months ended 30 June 2024, in a challenging macroeconomic climate with a weaker US dollar, revenues for continuing operations were £250.3 million, reflecting a 3.8% organic constant currency decline. On a reported basis, revenue from continuing operations decreased 12% from £284.6 million. The Group has experienced resilience in SaaS and long-term contracts versus project-related and transactional revenue with the proportion of this category reflecting 76% of Group revenue from 72% in H1 2023. 

 

Revenue in Content & Services decreased 5.9% to £183.7 million on a like-for-like basis1 and 13% on a reported basis (H1 2023: £211.5 million), with the division now accounting for 73% of Group revenue (H1 2023: 74%). Organic constant currency revenue declined by 2.9% (H1 2023: 1.8% growth), originating in GP Strategies and PRELOADED, which was partially offset by growth in Affirmity. Long-term contracts accounted for 70% of the division's revenue, an increase from 65% in H1 2023. GP Strategies H1 performance reflects continued softness in transactional and project-related work, alongside a lower number of learners in some Managed Learning Service contracts, partially offset by strong growth in LATAM and Leadership divisions. GP Strategies also continued to benefit from the commercial transformation strategy with year on year margin improvements. PRELOADED revenue experienced slower than expected sales conversion, and Affirmity revenue benefitted from growth predominately in long-term contacts.   

 

Revenue in Software & Platforms decreased 9% to £66.6 million (H1 2023: £73.1 million) with the division representing 27% of Group revenue (H1 2023: 26%). On a constant currency basis Software & Platforms declined 5.9% (H1 2023: 4.7% decline) driven by the structural decline in PeopleFluent, lower revenue in OpenLMS due to fewer large services deals with partners and business migrations, the continued reduction in Reflektive revenue driven by primarily technology sector customer churn, and some slightly higher churn and lagging renewals within Bridge. In Breezy, we continue to see stability in SaaS revenues, but challenges remain in transactional revenues. These challenges were partially offset by continued strong growth in Rustici due to higher utilisation of its products.       

 

Adjusted EBIT on a like-for-like basis increased 5% to £43.3 million from £41.1 million with a resulting adjusted EBIT margin of 17.3% up from 15.3% in H1 2023 driven primarily by cost control and continued focus on the successful commercial transformation programme within GP Strategies, offset by lower revenue as outlined above. Reported adjusted EBIT for continuing operations was broadly in line with prior year of £43.1 million.

 

Adjusted EBIT margin for continuing operations in the Content & Services division at 14.2% (H1 2023: 11.7%) was driven by the benefits of GP's commercialisation strategy supplemented by the release of prior year share-based payment costs resulting from leavers and prior year performance criteria not being met. Software & Platforms adjusted EBIT margin increased from 25.1% in H1 2023 to 25.8% due to cost reduction and lower share-based payment costs. 

 

The Group reported a 65% increase in statutory operating profit of £38.3 million (H1 2023: £23.2 million) which is stated after amortisation of acquired intangibles, various transaction costs and earn-out charges, profit or loss on disposal of fixed and non-core assets, cloud computing and integration costs. Amortisation of acquired intangibles decreased to £15.9 million (H1 2023: £16.6 million). Acquisition earn-out charges decreased to £0.2 million (H1 2023: £1.1 million). Contingent consideration arrangements are in place for eCreators & PDT and are dependent on challenging incremental revenue growth targets. Net profit on disposal of fixed assets was £0.1 million (H1 2023 loss: £0.9 million).  Profit on disposal of non-core asset was £12.3 million (H1 2023: nil), relating to the sale of the Lorien business on 2 January 2024. Cloud computing costs were £0.2 million (H1 2023:  £0.1 million). Costs of integration decreased to £0.4 million (H1 2023: £1.2 million) related to the final stages of the integration of GP Strategies including legal costs related to the US regulatory issue. Disposal costs for H1 were £0.8 million (H1 2023: £0.1 million) related to the disposal of Vector completed 1 July and active portfolio management. For further details of the items excluded from statutory operating profit see note 6.

 

Net finance expenses of £4.3 million (H1 2023: £6.7 million) include interest on borrowings of £5.7 million (H1 2023: £7.0 million), £0.2 million (H1 2023: £0.3 million) relating to the Group's leases under IFRS 16, and £1.6 million interest receivable (H1 2023: £0.5 million). 

 

The Group reported a profit before tax of £34.0 million for the six months ended 30 June 2024 (H1 2023: £16.5 million). The tax charge of £7.4 million (H1 2023: £4.5 million) is primarily driven by applying UK and international tax rates to associated results after adjustments for non-taxable disposals, as well as the derecognition of deferred tax assets related to prior year losses in Puerto Rico due to declining operations in this territory (note 4).  

 

Basic earnings per share for continuing and discontinued operations in H1 2024 was 3.363 pence (H1 2023: 1.376 pence). Adjusted diluted earnings per share for continuing operations as set out in Note 9 was 6% up on the prior year at 3.496 pence (H1 2023: 3.293 pence) reflecting slightly higher adjusted operating profit, lower net interest costs and slightly higher number of shares including the potential dilutive impact of share options.

 

Gross cash of £78.5 million and net debt of £57.5 million excluding £8.8 million of lease liabilities, at 30 June 2024 compares with gross cash of £72.5 million and net debt of £78.6 million, excluding £11.3 million of lease liabilities, at 31 December 2023. The covenant net debt / adjusted EBITDA ratio was 0.5x in June 2024 (0.7x in December 2023). A further voluntary repayment of $25.0 million (£19.5 million) was paid on 10 July using part of the Vector sale proceeds (note 17).

Cash generated from operations was strong at £37.7 million (H1 2023: £32.6 million) as we continue to manage working capital and reduce property leases, and net cash flow from operating activities was £27.1 million (H1 2023: £26.7 million).   

 

Free cash flow3 was £29.9 million (H1 2023: £5.6 million) as set out below.

 

£m

H1 2024

H1 2023

Variance

Statutory operating profit

38.2

23.2

15.0

Adjusting items

5.1

19.9

(14.8)

Adjusted EBIT

43.3

43.1

0.2

Depreciation & Amortisation

6.9

7.1

(0.2)

Share-based payment charges

0.9

3.1

(2.2)

Dec / (Inc) in working capital2

(12.1)

(13.3)

1.2

Capital expenditure

(6.3)

(7.2)

0.9

Lease liabilities

(2.3)

(3.2)

0.9

Other

(0.1)

(1.6)

1.5

Adjusted operating cash flow3

30.3

28.0

2.3

Cash Conversion3

70%

65%

5% pts

Interest paid

(6.5)

(11.1)

4.6

Interest received

1.6

0.5

1.1

Tax paid

(10.6)

(5.9)

(4.7)

Integration & disposal costs

(1.1)

(1.2)

0.1

Earnout & contingent consideration

(0.1)

(4.7)

4.6

Proceeds from asset sale

16.3

-

16.3

Free cash flow3

29.9

5.6

24.3

 

1 Excluding Lorien and TTI contracts disposed of in 2023, and reclassification of pass-through revenue, at 1.23 average H1 2023 USD/GBP FX.

2 Excludes integration & transaction costs

3 Alternative Performance Measure (APM) term defined and explained in the Glossary

 

Adjusted operating cash flow was £2.3 million higher than H1 2023 primarily reflecting lower working capital, capital expenditure and lease payments, offset by lower share-based payment charges. Cash conversion was 70%, an improvement from 65% in H1 2023. 

 

Net interest payments decreased to £4.9 million from £10.6 million, following £4.5m paid in H1 2023 related to interest costs from 2022 payable in January 2023 as the loan was rolled for 6 months to mitigate interest rate rises in H2 2022. Tax payments increased to £10.6 million (H1 2023: £5.9 million) including a £3.6 million 2023 catch-up. Integration costs relate to the GP Strategies acquisition as we enter into the final stages of this process. £0.1m earnout payment relates to Learning Media Services in H1 2024 (H1 2023: Breezy and eCreators). Proceeds from asset sale were £16.3 million in H1 2024 (H1 2023: £nil), from the disposal of Lorien Engineering Solutions.    

 

Net assets increased to £443.7 million at 30 June 2024 (31 December 2023: £427.2 million) and total equity per share3 increased from 54.0 pence per share to 56.1 pence per share.

 

On 1 July 2024, Learning Technologies Group plc successfully completed on the sale of Vector to PIXID Group for a cash consideration of $50 million on a cash and debt free basis (note 22). Vector is a leading vendor management platform for contingent labour with operations predominantly in North America and also in the UK. By way of background, Vector was acquired as part of the $150 million PeopleFluent acquisition in 2018. For the full year ended 31 December 2023, Vector generated revenue and Adjusted EBIT of $11.4m and $7.1 million respectively. 

 

The sale of Vector is part of LTG's announced strategy to actively manage the portfolio, sharpening our focus on learning and talent development. The sale of Vector follows the completed disposals of TTi Global staffing contracts in 2023 and Lorien Engineering Solutions in January 2024.

 

 

A close-up of a signature Description automatically generated

 

 

Kath Kearney-Croft

CFO

17 September 2024

 

 

 

 

 

 

 

Consolidated statement of comprehensive income

 

 

Six months to

30 June 2024

Six months to

30 June 2023

Year to

31 Dec 2023

 

 

Note

 

£'000

£'000

£'000

Revenue

3


250,328

284,582

562,305

Operating expenses



(211,164)

(258,320)

(499,642)

Share-based payment charge

 


(906)

(3,081)

(4,381)

Profit on sale of joint venture

 


-

-

425

Operating profit

 


38,258

23,181

58,707


 


 



Adjusted EBIT



43,347

43,115

98,539

Adjusting items included in Operating profit

6


(5,089)

(19,934)

(39,832)

Operating profit



38,258

23,181

58,707




 



Finance expenses

7


(5,927)

(7,243)

(14,132)

Finance income

7


1,644

539

1,032

 



 


 

Profit before taxation from continuing operations



33,975

16,477

45,607




 


 

Income tax charge

4


(7,366)

(4,472)

(13,015)

 

 


 


 

Profit after taxation from continuing operations

 


26,609

12,005

32,592




 


 

Loss on discontinued operations, net of tax

5


-

(1,125)

(3,138)




 



Profit for the period/year



26,609

10,880

29,454

 



 

 

 

Profit for the period/year attributable to the owners of the parent



26,609

10,880

29,454




 



Other comprehensive income:



 



Exchange differences on translating foreign operations



(1,489)

(11,920)

(20,169)

Total comprehensive profit / (loss) for the period/year

 

 

 

25,120

(1,040)

9,285

 

 

 

 

 


Earnings per share from continuing operations

 

 

 

 


Basic (pence)

9

 

3.363

1.518

4.121

Diluted (pence)

9

 

3.260

1.476

3.985

Adjusted earnings per share

 

 

 


 

Basic (pence)

9

 

3.607

3.387

8.069

Diluted (pence)

9

 

3.496

3.293

7.803



 

 



Earnings per share from continuing and discontinued operations



 



Basic (pence)

9


3.363

1.376

3.724

Diluted (pence)

9


3.260

1.338

3.601

Adjusted earnings per share


 

 

 

 

Basic (pence)

9

 

3.607

3.253

7.680

Diluted (pence)

9

 

3.496

3.163

7.427

 

 

Consolidated statement of financial position

Note

30 June 2024

£'000

30 June 2023 (restated) £'000

31 Dec 2023

£'000

NON-CURRENT ASSETS





Property, plant and equipment

11

2,013

2,433

2,217

Right-of-use assets

11

5,414

10,449

6,812

Intangible assets

10

461,098

512,059

493,016

Deferred tax assets

15

8,116

7,335

6,147

Other receivables, deposits and prepayments


1,601

2,145

2,093



478,242

534,421

510,285

CURRENT ASSETS





Trade receivables

12

92,751

105,768

107,962

Other receivables, deposits and prepayments

13

15,092

14,620

14,374

Amounts recoverable on contracts


30,746

39,349

25,757

Inventory


1,313

2,403

1,260

Corporation tax


2,863

-

5,155

Cash and cash equivalents

14

78,503

78,132

72,522

Restricted cash balances

14

2,672

2,303

2,389



223,940

242,575

229,419

Assets in disposal groups classified as held for sale

19

22,259

6,695

8,007

TOTAL ASSETS

 

724,441

783,691

747,711

CURRENT LIABILITIES





Lease liabilities


2,686

4,162

4,423

Trade and other payables

16

120,317

141,582

133,950

Borrowings

17

30,115

31,220

30,091

Provisions

18

1,038

1,621

2,026

Corporation tax


7,856

5,468

8,237

ESPP scheme liability


991

881

995



163,003

184,934

179,722

NON-CURRENT LIABILITIES





Lease liabilities


6,152

8,486

6,913

Deferred tax liabilities

15

4,647

8,436

5,744

Other long-term liabilities


80

1,466

405

Borrowings

17

105,912

155,289

120,984

Corporation tax payable


-

763

756

Provisions

18

491

534

621



117,282

174,974

135,423

Liabilities directly associated with assets in disposal groups classified as held for sale

 

19

413

4,137

5,335

TOTAL LIABILITIES


280,698

364,045

320,480

NET ASSETS


443,743

419,646

427,231






EQUITY





Share capital


2,967

2,967

2,967

Share premium account


318,698

318,698

318,698

Merger relief reserve


31,983

31,983

31,983

Reverse acquisition reserve


(22,933)

(22,933)

(22,933)

Share based payment reserve


19,777

17,674

18,974

Foreign exchange translation reserve


4,071

13,809

5,560

Accumulated retained earnings


89,180

57,448

71,982

TOTAL EQUITY


443,743

419,646

427,231


Consolidated statement of changes in equity 

 

 

    Share

capital

Share

Premium

Merger relief reserve

Reverse acquisition reserve

Share based

payments

reserve

Foreign

exchange

reserve

Retained earnings

Total equity

 

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 2023

 

 

2,962

318,183

31,983

(22,933)

14,714

25,729

55,662

426,300



-

-

-

-

-

-

-

-

Profit for period


-

-

-

-

-

-

10,880

10,880

Exchange differences on translating foreign operations


-

-

-

-

-

(11,920)

-

(11,920)

Total comprehensive income for the period

 

-

-

-

-

-

(11,920)

10,880

(1,040)

Issue of shares net of share issue costs


5

515

-

-

-

-

-

520

Share based payment charge / credited to equity


-

-

-

-

3,081

-

-

3,081

Distributions in respect of cancelled share options


-

-

-

-

(121)

-

-

(121)

Tax credit on share options


-

-

-

-

-

-

-

-

Transfer on exercise and lapse of options


-

-

-

-

-

-

-

-

Dividends paid

 

-

-

-

-

-

-

(9,094)

(9,094)

Transactions with owners

 

5

515

-

-

2,960

 

(9,094)

(5,614)

Balance at 30 June 2023

 

2,967

318,698

31,983

(22,933)

17,674

13,809

57,448

419,646

Profit for period


-

-

-

-

-

-

18,574

18,574

Exchange differences on translating foreign operations


-

-

-

-

-

(8,249)

-

(8,249)

Total comprehensive income for the period

 

-

-

-

-

-

(8,249)

18,574

10,325

Issue of shares net of share issue costs


-

-

-

-

-

-

-

-

Reserves transfer


-

-

-

-

-

-

-

-

Share based payment charge / credited to equity


-

-

-

-

1,300

-

-

1,300

Tax credit on share options


-

-

-

-

-

-

(520)

(520)

Transfer on exercise and lapse of options


-

-

-

-

-

-

-

-

Exercise of share options through trust


 

 

 

 



38

38

Dividends paid


-

-

-

-

-

-

(3,558)

(3,558)

Transactions with owners




-

-

1,300

-

(4,040)

(2,740)

 

Balance at 31 December 2023

 

 

2,967

318,698

31,983

(22,933)

18,974

5,560

71,982

427,231

Profit for period


-

-

-

-

-

-

26,609

26,609

Exchange differences on translating foreign operations


-

-

-

-

-

(1,489)

-

(1,489)

Total comprehensive (expense) / income for

the period

 

-

-

-

-

-

(1,489)

26,609

25,120

Share based payment charge / credited to equity


-

-

-

-

906

-

-

906

Distributions in respect of cancelled share options


-

-

-

-

(103)

-

-

(103)

Tax credit on share options


-

-

-

-

-

-

158

158

Dividends paid


-

-

-

-

-

-

(9,569)

(9,569)

Transactions with owners

 

-

-

-

-

803

-

(9,411)

(8,608)

Balance at 30 June 2024

 

2,967

318,698

31,983

(22,933)

19,777

4,071

89,180

443,743


Consolidated statement of cash flows

 

Note

Six months to

30 June 2024

£'000

Six months to

30 June 2023

£'000

Year to

31 Dec 2023

£'000

Cash flow from operating activities





Profit before taxation


33,975

16,477

45,607

Loss before taxation from discontinued operations

5

-

(1,452)

(3,488)

Adjustments for:-





Loss on disposal of PPE and right-of-use assets


(55)

893

2,163

Gain on sale of non-core business

20

(12,279)

-

-

Share based payment charge


906

3,081

4,381

Amortisation of intangible assets


20,685

20,880

41,551

Depreciation of plant and equipment

11

628

745

1,492

Depreciation of right-of-use assets

11

1,458

2,128

3,741

Finance expense

7

188

257

518

Interest on borrowings

7

5,739

6,986

13,614

Acquisition-related contingent consideration and earn-outs

6

239

1,088

224

Payment of acquisition-related contingent consideration and earn-outs


-

(4,726)

(4,636)

Profit on sale of joint venture


-

-

(425)

Interest income

7

(1,644)

(539)

(1,032)

Other non-cash items


-

-

2,000

Operating cash flow before working capital changes


49,840

45,818

105,710

Decrease in trade and other receivables


14,159

24,189

21,692

(Increase)/decrease in inventory


(53)

(70)

1,052

(Increase)/decrease in amount recoverable on contracts


(3,903)

(6,187)

8,269

Decrease in payables


(22,330)

(31,190)

(40,581)

Cash generated from operations

 

37,713

 

32,560

96,142

Income tax paid


(10,572)

(5,904)

(16,649)

Net cash flow from operating activities

 

27,141

26,656

79,493

Cash flow used in investing activities

 

 

 

 

Purchase of property, plant and equipment


(589)

(490)

(1,192)

Development of intangible assets


(5,671)

(6,707)

(12,883)

Sale of Investment in associates or joint ventures


16,290

-

425

Net cash flow used in investing activities

 

10,030

(7,197)

(13,650)






Cash flow (used in)/from financing activities





Dividends paid

8

(9,569)

-

(12,652)

Repayment of bank loans


(15,259)

(15,409)

(51,315)

Interest paid


(6,544)

(11,147)

(16,714)

Interest received


1,644

539

1,032

Issue of ordinary share capital net of share issue costs


-

521

520

Contingent consideration payments in the period


(83)

-

-

Interest paid on lease liabilities


(209)

(261)

(546)

Cash payments for the principal portion of lease liabilities


(2,088)

(2,977)

(5,192)

Net cash flow (used in)/from financing

 

 

 

 

activities

 

(32,108)

(28,734)

(84,867)






Net increase / (decrease) in cash and cash equivalents


5,063

(9,275)

(19,024)

Cash and cash equivalents at beginning of the period/year


72,522

94,847

94,847

Effects of foreign exchange rate changes


918

(7,440)

(3,301)

Cash and cash equivalents at end of the period/year

14

78,503

78,132

72,522

 

 

 



 

Notes to the consolidated financial statements for the six months to 30 June 2024

 

1.       General information

 

Learning Technologies Group plc ("the Company'') and its subsidiaries (together, "the Group'') provide a range of learning and talent software and services to corporate customers. The principal activity of the Company is that of a holding company for the Group, as well as performing all administrative, corporate finance, strategic and governance functions of the Group.

 

The Company is a public limited company, which is listed on the AIM Market of the London Stock Exchange and domiciled in England and incorporated and registered in England and Wales. The address of its registered office is 3 New Street Square, London, England, EC4A 3BF. The registered number of the Company is 07176993.

 

2.       Basis of preparation

 

The unaudited condensed consolidated interim financial information has been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2023 annual report.

 

The interim results for the six months to 30 June 2024 are unaudited and do not therefore constitute statutory accounts in accordance with Section 434 of the Companies Act 2006.

 

Statutory accounts for the year ended 31 December 2023 have been filed with the Registrar of Companies and the auditor's report was unqualified, did not contain any statement under Section 498(2) or 498(3) of the Companies Act 2006 and did not contain any matters to which the auditors drew attention without qualifying their report.

 

The accounting policies used in preparing the interim results are the same as those applied to the latest audited annual financial statements.

 

Going concern

 

The Group meets its day-to-day working capital requirements from the positive cash flows generated by its trading activities and its available cash resources. These may be supplemented, if required, by additional drawings under the Group's committed $50.0 million revolving credit facility (RCF) which is available until October 2025; refer to note 17 for further details.

 

The Group continues to hold a strong liquidity position as at 30 June 2024, with gross cash and cash equivalents of £78.5 million exclusive of cash classified as held for sale (note 14). Net debt of £57.5 million includes a fully drawn $265.0 million term loan which is repayable in quarterly instalments of $9.6 million commencing in December 2022 (note 17) (31 December 2023: gross cash was £72.5 million and net debt was £78.6 million). Whilst there are a number of risks to the Group's trading performance, as summarised in the 'Principal risks and uncertainties' section on pages 25-26 within the 2023 Annual Report, the Group is confident of its ability to continue to access sources of funding in the medium term.

 

The Directors report that they have re-assessed the principal risks, reviewed current performance and forecasts, combined with expenditure commitments, including capital expenditure, and borrowing facilities. The Group's forecasts demonstrate it will generate profits and cash in the year ending 31 December 2024 and beyond and that the Group has sufficient cash reserves to enable it to meet its obligations as they fall due, as well as operate within its banking covenants, for a period of at least 12 months from the date of signing of these financial statements. 



 

Going concern (continued)

 

The Directors have concluded that it is appropriate to adopt the going concern basis of accounting in preparing the interim financial information, having undertaken a review of a reforecast for 2024 and the impact this forecast has on the Group's gross cash, net debt and ability to meet bank covenants under the existing facilities agreement. 

 

Alternative performance measures

 

The Group has identified certain alternative performance measures ("APMs") that it believes will assist the understanding of the performance of the business. The Group believes that Adjusted EBIT, adjusting items, SaaS and long-term contracts, transactional revenue, total equity per share and net cash / debt provide useful information to users of the financial statements. The terms are not defined terms under IFRS and may therefore not be comparable with similarly titled measures reported by other companies. They are not intended to be a substitute for, or superior to, IFRS measures.

 

Adjusting items

 

The Group has chosen to present an adjusted measure of profit and earnings per share, which excludes certain items which are separately disclosed due to their size, nature or incidence, and are not considered to be part of the normal operating costs of the Group. These costs may include the financial effect of adjusting items such as, inter alia, restructuring costs, impairment charges, amortisation of acquired intangibles, costs relating to business combinations, one-off foreign exchange gains or losses, integration costs, acquisition-related share-based payment charges, contingent consideration and earn-outs, cloud computing configuration and customisation costs,  joint venture profits, profit on sale of a joint venture and fixed asset and right-of-use asset disposal gains or losses.



 

3.       Segment analysis

 

Geographical information

 

The Group's revenue from external customers and non-current assets by geographical location are detailed below.

 

 

 

 

 

 

 

 

 

UK

   Europe

North America

Asia Pacific

Rest of world

   Total

 

£'000

   £'000

£'000

£'000

£'000

     £'000

 







Six months to 30 June 2024







Revenue from continuing operations

24,074

20,351

175,900

17,498

12,505

250,328

Revenue from discontinued operations

-

-

-

-

-

-

Total Revenue

24,074

20,351

175,900

17,498

12,505

250,328

 







Non-current assets

35,992

548

417,335

15,922

329

470,126

 







 







Six months to 30 June 2023







Revenue from continuing operations

33,023

26,916

194,875

17,637

12,131

284,582

Revenue from discontinued operations

-

-

-

-

-

-

Total Revenue

33,023

26,916

194,875

17,637

12,131

284,582

 







Non-current assets (restated)

29,653

900

478,812

17,270

451

527,086

 







 







Year to 31 December 2023







Revenue from continuing operations

67,826

73,804

374,279

21,064

25,332

562,305

Revenue from discontinued operations

34

-

-

-

-

34

Total Revenue

67,860

73,804

374,279

21,064

25,332

562,339

 







Non-current assets

36,132

709

450,479

16,472

346

504,138

 

The total non-current assets figure is exclusive of deferred tax assets in each of the periods above.
The non-current assets for June 2023 have been restated due to a prior period adjustment (note 21).

 

 

 


 

Information about reported segment revenue, profit or loss from continuing operations and total assets

 

30 June 2024

Content & Services

Software & Platforms

Total


Global Services

Regional Services

Other Technical

Total

On-premise Software Licences

Hosting & SaaS

Platforms Professional Services & Other

Support & Maintenance

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

 

 

 

SaaS and long-term contracts

58,889

67,644

1,540

128,073

17,192

43,160

1,407

1,608

63,367

191,440

Transactional

10,468

31,017

14,124

55,609

6

30

3,243

-

3,279

58,888

Total Revenue

69,357

98,661

15,664

183,682

17,198

43,190

4,650

1,608

66,646

250,328

Depreciation & amortisation




(1,874)





(4,474)

(6,348)

Adjusted EBIT

 

 

 

26,146

 

 

 

 

17,201

43,347

Amortisation of acquired intangibles




(7,432)





(8,427)

(15,859)

Acquisition related adjusting items




(261)





(334)

(595)

Other adjusting items




12,101





(736)

11,365

Finance expenses




(3,160)





(1,123)

(4,283)

Profit before tax

 

 

 

27,394

 

 

 

 

6,581

33,975


 

 

 

 

 

 

 

 

 

 

Additions to intangible assets




534





5,137

5,671

Total Assets

 

 

 

531,569

 

 

 

 

192,872

724,441



 

 

30 June 2023 (restated)

Content & Services

Software & Platforms

Total


Global Services

Regional Services

Other Technical

Total

On-premise Software Licences

Hosting & SaaS

Platforms Professional Services & Other

Support & Maintenance

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

 

 

 

SaaS and long-term contracts

63,853

71,275

1,507

136,635

15,191

50,249

2,246

1,958

69,644

206,279

Transactional

10,850

49,865

14,171

74,886

-

31

3,386

-

3,417

78,303

Total Revenue

74,703

121,140

15,678

211,521

15,191

50,280

5,632

1,958

73,061

284,582

Depreciation & amortisation




(2,391)





(3,978)

(6,369)

Adjusted EBIT

 

 

 

24,794

 

 

 

 

18,321

43,115

Amortisation of acquired intangibles




(7,581)





(8,995)

(16,576)

Acquisition related adjusting items




(1,192)





(1,046)

(2,238)

Other adjusting items




(832)





(288)

(1,120)

Finance expenses




(4,983)





(1,721)

(6,704)

Profit before tax

 

 

 

10,206

 

 

 

 

6,271

16,477


 

 

 

 

 

 

 

 

 

 

Additions to intangible assets




4,985





1,722

6,707

Total Assets

 

 

 

582,492

 

 

 

 

201,199

783,691


 

31 December 2023

Content & Services

Software & Platforms

Total


Global Services

Regional Services

Other Technical

Total

On-premise Software Licences

Hosting & SaaS

Platforms Professional Services & Other

Support & Maintenance

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

 

 

 

SaaS and long-term contracts

87,220

179,783

2,825

269,828

30,684

100,212

3,925

3,429

138,250

408,078

Transactional

21,529

98,520

28,131

148,180

-

58

5,989

-

6,047

154,227

Total Revenue

108,749

278,303

30,956

418,008

30,684

100,270

9,914

3,429

144,297

562,305

Depreciation & amortisation




(5,516)





(8,562)

(14,078)

Adjusted EBIT

 

 

 

56,416

 

 

 

 

42,123

98,539

Amortisation of acquired intangibles




(15,065)





(17,641)

(32,706)

Acquisition related adjusting items




(2,395)





(239)

(2,634)

Other adjusting items




(3,330)





(1,162)

(4,492)

Finance expenses




(9,736)





(3,364)

(13,100)

Profit before tax

 

 

 

25,890

 

 

 

 

19,717

45,607


 

 

 

 

 

 

 

 

 

 

Additions to intangible assets




-





12,883

12,883

Total Assets

 

 

 

555,836

 

 

 

 

191,875

747,711

 



 


 

During the year ended 31 December there were changes to the grouping of businesses within the reportable segments, as well as a consolidation of the reporting segments themselves. This was performed following internal reorganisation and is consistent with the format of the internal reporting used by the Chief Operating Decision Maker. The comparative results for the period ended 30 June 2023 have been represented to align under this updated presentation.

Adjusted EBIT is the main measure of profit reviewed by the Chief Operating Decision Maker.

 

The total assets figure is inclusive of deferred tax assets in each of the periods above. 

 

Information about major customers

 

In the six months to 30 June 2024 one customer within the regional services SaaS and long-term contracts under content and services accounted for £25,843,000 of reported revenues (Six months to 30 June 2023: no customer accounted for more than 10 per cent of reported revenues).

4.       Taxation

 

Current and deferred tax for the six months to 30 June 2024 has been calculated by applying the jurisdictional statutory rates on an entity by entity basis, after adjustments for non-taxable intra-group dividend income and non-taxable disposals, to derive the Group's total income tax expense/ (credit). This is allocated to current and deferred tax as outlined below:

 

 

 

Six months to

Six months to

Year to

 

 

30 June 2024

30 June 2023

31 Dec 2023

 

 

£'000

£'000

£'000

Current tax:





Tax on profits for the period/year


4,692

-

5,502

Adjustments in respect of prior periods / years


(80)

1,449

(1,029)

Foreign current tax on profits for the period / year


5,713

9,034

16,441

Total current tax


10,325

10,483

20,914






Deferred tax:





Origination and reversal of temporary differences


(4,028)

(5,836)

(12,158)

Adjustments in respect of prior periods / years


1,147

(359)

2,129

Change in deferred tax rate


(78)

(143)

1,780

Total deferred tax


(2,959)

(6,338)

(8,249)

 





Income tax expense


7,366

4,145

12,665

 

Of the total income tax expense, £7,366,000 relates to taxation on continuing operations (six months to June 2023 expense £4,472,000 and year to 31 December 2023 expense £13,015,000).

5.       (Loss) / Profit on discontinued operations, net of tax

 

In the prior periods, the discontinued operations related to the closure of non-core operations with the table below showing the results which qualified as discontinued operations and which are included in the Group Income Statement and Group Statement of Cash Flows respectively.

 

There is no impact of the Income Statement and statement of cash flows in respect of the current period ended 30 June 2024.

 

 

 

Six months to

30 June 2024

Six months to

30 June 2023

Year to

31 Dec 2023

 

 

 

£'000

£'000

£'000

Revenue


-

-

34

Operating expenses


-

(1,452)

(3,522)

Share based payment charge


-

-

-



 



Operating loss


-

(1,452)

(3,488)



 



Adjusted EBIT


-

(1,389)

(3,425)

Adjusting items included in Operating loss


 



Loss on disposal of fixed assets


-

(1)

(1)

Closure costs


-

(62)

(62)

Impairment of assets held for sale


-

-

-

Operating loss


-

(1,452)

(3,488)



 



Loss before taxation


-

(1,452)

(3,488)

 


 



Taxation


-

327

350

 


 



Loss after taxation


-

(1,125)

(3,138)

 

 

 

 

Six months to

30 June 2024

Six months to

30 June 2023

Year to

31 Dec 2023



 





 



Cash flow from operating activities


-

(1,452)

(3,488)

Share based payment charges


-

-

-

Loss/(profit) on disposal of PPE, right-of-use assets and lease liabilities


-

-

3

Impairment of assets held for sale


-

-

-

Other


-

-

2,000

Decrease/(increase)in trade and other receivables


-

-

-

(Decrease/increase in payables


-

-

-

Net cash (used in) / from operating activities


-

(1,452)

(1,485)

Net cash from investing activities


-

-

(3)

Net cash flows from financing activities


-

-

-

Net cash inflow / (outflows) from discontinued operations

 

-

(1,452)

(1,488)

 

6.       Adjusting items

 

These items are included in the normal operating costs of the business, but are significant cash and non-cash expenses that are separately disclosed because of their size, nature or incidence. It is the Group's view that excluding them from Operating Profit gives a better representation of the underlying performance of the business in the period. Further details of the adjusting items are included below.

 

 

Six months to

Six months to

Year to

 

30 June 2024

30 June 2023

31 Dec 2023

 

£'000

£'000

£'000

Adjusting items included in Operating profit:

 



Acquisition related costs:

 



Amortisation of acquired intangibles

15,859

16,576

32,706

Acquisition-related contingent consideration and earn-outs

239

1,088

224

Integration costs

356

1,150

2,410

Total acquisition related costs

16,454

18,814

35,340


 



Other adjusting items:

 



(Profit) / Loss on disposal of fixed assets

(109)

41

124

Loss on disposal of right-of-use assets

54

852

2,039

Profit on disposal of non-core asset

(12,279)

-

-

Profit on sale of joint venture

-

-

(425)

Cloud computing configuration and customization costs

214

122

292

Restructuring costs

-

-

2,537

Costs related to asset held for sale

-

-

529

Disposal costs

755

105

-

Other income

-

-

(604)

Total other adjusting items

(11,365)

1,120

4,492


 



Total adjusting items

5,089

19,934

39,832





 

As outlined above, the material adjustments during the period are made in respect of:

-

Amortisation of acquired intangibles - the cost of £15.9 million (2023: £16.6 million) is excluded from the adjusted results of the Group since the costs are non-cash charges arising from investment activities. As such, they are not considered reflective of the core trading performance of the Group.

-

Acquisition-related contingent consideration and earn-outs - these costs are excluded from the adjusted results since these costs are also associated with business acquisitions and represent post-combination remuneration, which is not included in the calculation of goodwill and also not considered part of the core trading performance of the Group.

-

Disposal costs relate to the fees incurred for the sale of Vector in July 2024 (note 22) and a non-core asset during 2023 (see note 20).

-

Integration costs - the costs of integrating acquired subsidiaries purchased. These costs associated with completed acquisitions are excluded from the adjusted results on the basis they are directly attributable to investment activities, rather than the core trading activities of the Group. Included within the £0.3 million integration costs are legal and professional fees of £0.1 million, an allocation of internal labour for employees who have worked on integration activities during the year of £0.2 million.

-

Other in the year ended 31 December 2023 relates to a carve out of the external staffing business of TTI Global, part of GP Strategies, for a cash consideration of approximately $800k. This is an adjusting item due to its quantum and non-recurring nature.

-

Cloud computing configuration and customisation costs reflects the impact of a change in accounting policy following review of IFRIC guidance issued in March 2021 relating to capitalisation of cloud computing software implementation costs. Where there is no underlying intangible asset over which we retain control, the Group recognises configuration and customisation costs as an expense.

 

7.       Finance expenses

 

 

 

Six months to

Six months to

Year to

 

 

30 June 2024

30 June 2023

31 Dec 2023

 

 

£'000

£'000

£'000






Interest on borrowings


5,739

6,986

13,614

IFRS 16 finance expense


188

257

518

Finance expense


5,927

7,243

14,132






Interest receivable


(1,644)

(539)

(1,032)

Finance income


(1,644)

(539)

(1,032)

Net finance expense


4,283

6,704

13,100

 

8.       Dividends paid

 

 

 

Six months to

Six months to

Year to

 

 

30 June 2024

30 June 2023

31 Dec 2023

 

 

£'000

£'000

£'000






Final dividends paid


9,569

9,094

9,094

Interim dividend paid


-

-

3,558



9,569

9,094

12,652

 

The declared interim dividend of 0.45 pence per share, amounting to a total dividend payment of £3.6 million, is not included as a liability in these financial statements and will be paid on 28 October 2024 to shareholders on the register at the close of business on 4 October 2024.

 

9.       Earnings per share

 

 

 

Six months to

Six months to

Year to

 

 

30 June 2024

30 June 2023

31 Dec 2023

 

 

£'000

£'000

£'000

Continuing operations





Basic earnings per share (pence)


3.363

1.518

4.121

Diluted earnings per share (pence)


3.260

1.476

3.985






Adjusted basic earnings per share (pence)


3.607

3.387

8.069

Adjusted diluted earnings per share (pence)


3.496

3.293

7.803






Continuing and discontinued operations





Basic earnings per share (pence)


3.363

1.376

3.724

Diluted earnings per share (pence)


3.260

1.338

3.601






Adjusted basic earnings per share (pence)


3.607

3.253

7.680

Adjusted diluted earnings per share (pence)


3.496

3.163

7.427

 

Basic earnings per share is calculated by dividing the profit/loss after tax attributable to the equity holders of the Group by the weighted average number of shares in issue during the period.

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has share options that are dilutive potential ordinary shares.

 

In order to give a better understanding of the underlying operating performance of the Group, an adjusted earnings per share has been included. Adjusted earnings per share is stated after adjusting the profit after tax attributable to equity holders of the Group for certain charges as set out in the table below.

 

Adjusted earnings per share is stated after the impact of the adjusting items disclosed in note 6. The adjusted measures are not defined terms under IFRS and may therefore not be comparable with similarly titled measures reported by other companies. They are not intended to be a substitute for, or superior to IFRS measures.

 

The calculation of earnings per share from continuing operations is based on the following earnings and number of shares.

 


Six months to 30 June 2024

Six months to 30 June 2023

Year to 31 December 2023


Profit after tax

Weighted average number of shares

Pence per share

Profit after tax

Weighted average number of shares

Pence per share

Profit after tax

Weighted average number of shares

Pence per share


£'000

'000

 

£'000

'000

 

£'000

'000

 











Basic earnings per ordinary share

26,609

791,160

3.363

12,005

790,677

1.518

32,592

790,920

4.121

Effect of adjustments:










Total adjusting items (see note 6)

5,089



19,934



39,832



Income tax (credit)/expense

7,366



4,472



13,015



Effect of adjustments

12,455


1.574

24,406


3.087

52,847

-

6.682

Adjusted profit before tax

39,064



36,411



85,439

-

-

Tax impact after adjustments

(10,528)


(1.331)

(9,632)


(1.218)

(21,622)

-

(2.734)

Adjusted basic earnings per ordinary share

28,536

791,160

3.607

26,779

790,677

3.387

63,817

790,920

8.069

Effect of dilutive potential ordinary shares:







 

 

 

Share options

-

25,097

(0.111)

-

22,509

(0.094)

-

26,947

(0.266)

Adjusted diluted earnings per ordinary share

28,536

816,257

3.496

26,779

813,186

3.293

63,817

817,867

7.803

Diluted earnings per ordinary share attributable to the owners of the parent

26,609

816,257

3.260

12,005

813,186

1.476

32,592

817,867

3.985

 



 

The calculation of earnings per share from continuing and discontinued operations is based on the following earnings and number of shares.

 


Six months to 30 June 2024

Six months to 30 June 2023

Year to 31 December 2023


Profit after tax

Weighted average number of shares

Pence per share

Profit after tax

Weighted average number of shares

Pence per share

Profit after tax

Weighted average number of shares

Pence per share


£'000

'000

 

£'000

'000

 

£'000

'000

 











Basic earnings per ordinary share

26,609

791,160

3.363

10,880

790,677

1.376

29,454

790,920

3.724

Effect of adjustments:










Total adjusting items (see note 6)

5,089



19,997



39,895

-

-

Income tax (credit)/expense

7,366



4,145



12,665

-

-

Effect of adjustments

12,455


1.574

24,142

-

3.053

52,560

-

6.645

Adjusted profit before tax

39,064



35,022

-

-

82,014

-

-

Tax impact after adjustments

(10,528)


(1.331)

(9,305)

-

(1.177)

(21,272)

-

(2,690)

Adjusted basic earnings per ordinary share

28,536

791,160

3.607

25,717

790,677

3.253

60,742

790,920

7.680

Effect of dilutive potential ordinary shares:







 

 

 

Share options

-

25,097

(0.111)

-

22,509

(0.090)

-

26,947

(0.253)

Adjusted diluted earnings per ordinary share

28,536

816,257

3.496

25,717

813,186

3.163

60,742

817,867

7.427

Diluted earnings per ordinary share attributable to the owners of the parent

26,609

816,257

3.260

10,880

813,186

1.338

29,454

817,867

3.601

 


10.     Intangible assets

 

 

 

Goodwill

Customer contracts and relationships

Branding

Acquired IP

Internal software develop-ment

Total

 

 

£'000

£'000

£'000

£'000

£'000

£'000

Cost

 

 

 

 

 

 

 

At 1 January 2023 (restated)


351,511

199,121

16,778

99,572

37,816

704,798

Additions


-

-

-

-

6,707

6,707

Foreign exchange differences


(13,381)

(4,354)

(595)

(3,883)

(1,101)

(23,314)

At 30 June 2023 (restated)


338,130

194,767

16,183

95,689

43,422

688,191

Additions


-

-

-

-

6,176

6,176

Disposal


-

-

-

-

(124)

(124)

Foreign exchange differences


(2,638)

(645)

(199)

(723)

(724)

(4,929)

At 31 December 2023


335,492

194,122

15,984

94,966

48,750

689,314

Additions


-

-

-

-

5,671

5,671

Reclassification of assets held for sale

 

 

 

 


(13,181)

(26,601)

-

(1,986)

(2,972)

(44,740)

Foreign exchange differences


2,211

1,163

78

621

349

4,422

At 30 June 2024


324,522

168,684

16,062

93,601

51,798

654,667









Accumulated amortisation

At 1 January 2023


-

93,673

5,880

37,118

22,913

159,584

Amortisation charged in period


-

9,367

1,424

5,785

4,304

20,880

Foreign exchange differences


-

(2,080)

(196)

(1,474)

(582)

(4,332)

At 30 June 2023


-

100,960

7,108

41,429

26,635

176,132

Amortisation charged in period


-

9,369

1,398

5,363

4,541

20,671

Disposal


-

-

-

-

(115)

(115)

Foreign exchange differences


-

314

(93)

(289)

(322)

(390)

At 31 December 2023


-

110,643

8,413

46,503

30,739

196,298

Amortisation charged in period


-

9,147

1,387

5,323

4,828

20,685

Reclassified as assets held for sale


-

(20,505)

-

(1,986)

(1,978)

(24,469)

Foreign exchange differences


-

564

11

304

176

1,055

At 30 June 2024


-

99,849

9,811

50,144

33,765

193,569

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

 

At 30 June 2023 (restated)

 

338,130

93,807

9,075

54,260

16,787

512,059

At 31 December 2023


335,492

83,479

7,571

48,463

18,011

493,016

At 30 June 2024

 

324,522

68,835

6,251

43,457

18,033

461,098


The Goodwill balances have been restated as at 1 January 2023 and 30 June 2023 relating to a prior period adjustment as described in note 21.



 

11.     Property, Plant, equipment and right-of-use assets

 


 

 

 

 

Right of Use Assets


Computer equipment

Fixtures and fittings

 

Leasehold Improvement

Total

Computer equipment

Property

 

Motor vehicles

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Cost

 

 

 

 

 

 

 

 

At 1 January 2023

5,668

374

393

6,435

470

21,265

77

21,812

Additions

415

12

63

490

-

1,316

-

1,316

Foreign exchange differences

(154)

262

(121)

(13)

(2)

(232)

-

(234)

Disposals

(1,706)

(23)

(142)

(1,871)

-

(313)

-

(313)

At 30 June 2023

4,223

625

193

5,041

468

22,036

77

22,581

Additions

696

-

6

702

102

1,728

-

1,830

Foreign exchange differences

(160)

(1)

(58)

(219)

1

436

-

437

Disposals

(93)

(4)

2

(95)

-

(6,722)

-

(6,722)

At 31 December 2023

4,666

620

143

5,429

571

17,478

77

18,126

Additions

588

1

-

589

-

240

91

331

Foreign exchange differences

(36)

4

(3)

(35)

-

106

-

106

Disposals

(336)

(177)

(140)

(653)

-

-

-

-

At 30 June 2024

4,882

448

-

5,330

571

17,824

168

18,563

At 1 January 2023

3,136

116

326

3,578

327

9,633

44

10,004

Charge for the period

559

97

90

746

58

2,055

15

2,128

Disposals

(1,704)

(23)

(105)

(1,832)

-

-

-

-

Foreign exchange difference

(19)

253

(118)

116

-

-

-

-

At 30 June 2023

1,972

443

193

2,608

385

11,688

59

12,132

Charge for the period

630

40

77

747

73

1,529

11

1,613

Disposals

(7)

(4)

2

(9)

-

(2,432)

-

(2,432)

Reclassified as assets held for sale

-

-

-

-

-

1

-

1

Foreign exchange differences

(6)

1

(129)

(134)

-

-

-

-

At 31 December 2023

2,589

480

143

3,212

458

10,786

70

11,314

Charge for the period

597

31

-

628

24

1,428

6

1,458

Disposals

(314)

(177)

(140)

(631)

12

365

-

377

Foreign exchange differences

109

2

(3)

108

-

-

-

-

At 30 June 2024

2,981

336

-

3,317

494

12,579

76

13,149

 









Net book value









At 30 June 2023

2,251

182

-

2,433

83

10,348

18

10,449










At 31 December 2023

2,077

140

-

2,217

113

6,692

7

6,812










At 30 June 2024

1,901

112

-

2,013

77

5,245

92

5,414




















 



 

12.     Trade receivables

 

 

 

30 June 2024 

30 June 2023 

31 Dec 2023 

 

 

£'000

£'000

£'000

Trade receivables


98,147

109,890

113,080

Allowance for impairment losses


(5,396)

(4,122)

(5,118)



92,751

105,768

107,962

 

The Group's normal trade credit term is 30-60 days. Other credit terms are assessed and approved on a case-by-case basis.

 

The fair value of trade receivables approximates their carrying amount, as the impact of discounting is not significant. No interest has been charged to date on overdue receivables. 

 

In accordance with IFRS 15, the Group has disclosed trade receivable balances net of the associated contract liabilities, as outlined below. These balances will be shown net until the earlier of either the date the payment becomes due and a receivable is recognized or the date that the services are delivered and an associated contract asset is recognized.

 

 

 

30 June 2024 

30 June 2023 

31 Dec 2023 

 

 

£'000

£'000

£'000



 



Contract liabilities offset within trade receivables above


5,321

3,981

13,099

 

13.     Other receivables, deposits and prepayments

 

 

30 June 2024 

30 June 2023 

31 Dec 2023 

 

£'000

£'000

£'000





Sundry receivables

4,854

6,742

5,179

Prepayments

10,238

7,878

9,195


15,092

14,620

14,374

 

 Sundry receivables include rent deposits and other sundry receivables.

 

 

14.     Cash and cash equivalents, restricted cash and short-term deposits

 

For the purpose of the statement of cash flows, cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less:

 

 

30 June 2024 

30 June 2023 

31 Dec 2023 

 

£'000

£'000

£'000





Cash and cash equivalents

78,503

78,132

72,522

 

Restricted cash balances comprise amounts held on behalf of third parties and employees as part of the Employee Stock Purchase Plan ('ESPP'):

 

 

30 June 2024 

30 June 2023 

31 Dec 2023 

 

£'000

£'000

£'000





Restricted cash

2,672

2,303

2,389

 

15.     Deferred tax assets / liabilities

 

The balances as at 1 January 2023 and 30 June 2023 have been restated as per note 21.

 

The movement in deferred tax assets and liabilities prior to offsetting are shown below:

 

Deferred Tax Assets

Share options

Tax losses

Short-term timing differences

Intangibles

Total

 

£'000

£'000

£'000

£'000

£'000

At 1 January 2023 (restated)

3,622

5,248

12,814

10,857

32,541

Deferred tax charged directly to the income statement

-

1,920

1,058

636

3,614

Exchange rate differences

(48)

(166)

(507)

(451)

(1,172)

Changes in tax rate

-

124

36

-

160

At 30 June 2023 (restated)

3,574

7,126

13,401

11,042

35,143

Deferred tax charged directly to the income statement

(281)

(2,146)

6,083

(653)

3,003

Deferred tax charged directly to equity

(520)

-

-

-

(520)

Exchange rate differences

50

15

815

(80)

800

Changes in tax rate

4

(124)

271

(414)

(263)

At 31 December 2023

2,827

4,871

20,570

9,895

38,163

Deferred tax charged directly to the income statement

-

(486)

(757)

650

(593)

Deferred tax charged directly to equity

158

-

-

-

158

Exchange rate differences

6

41

(27)

67

87

Changes in tax rate

-

83

(11)

-

72

At 30 June 2024

2,991

4,509

19,775

10,612

37,887



 

Deferred Tax Liabilities

Intangibles

Accelerated tax deprecation

Short-term timing differences

Total

 

£'000

£'000

£'000

£'000

At 1 January 2023 (restated)

37,739

(423)

2,648

39,964

Deferred tax charged directly to the income statement

(3,648)

(9)

1,075

(2,582)

Exchange rate differences

(1,054)

16

(118)

(1,156)

Changes in tax rate

-

-

18

18

At 30 June 2023 (restated)

33,037

(416)

3,623

36,244

Deferred tax charged directly to the income statement

(310)

596

(1,116)

(830)

Exchange rate differences

(308)

1

994

687

Changes in tax rate

1,667

(1)

(7)

1,659

At 31 December 2023

34,086

180

3,494

37,760

Deferred tax charged directly to the income statement

(3,631)

(6)

163

(3,474)

Exchange rate differences

224

5

(90)

139

Changes in tax rate

-

2

(9)

(7)

At 30 June 2024

30,679

181

3,558

34,418

 

The total deferred tax assets and liabilities subject to offsetting are presented below:

 

 

Total Deferred tax assets

Total Deferred tax liabilities

 

30 June

2024

£'000

30 June 2023 (restated)

£'000

31 Dec

2023

£'000

30 June

2024

£'000

30 June 2023 (restated)

£'000

31 Dec

2023

£'000


 






Prior to offsetting

37,887

35,143

38,163

34,418

36,244

37,760

Offset of tax

(29,771)

(27,808)

(32,016)

(29,771)

(27,808)

(32,016)

After offsetting

8,116

7,335

6,147

4,647

8,436

5,744

 

 



 

16.     Trade and other payables

 

 

 

 

30 June 2024 

30 June 2023 

31 Dec 2023 

 

 

 

 

£'000

£'000

£'000







Trade payables



17,809

15,056

24,979

Contract liabilities



56,084

74,292

63,398

Tax and social security



14,632

11,574

15,158

Contingent consideration



13

-

20

Acquisition-related contingent consideration and earn-outs



306

1,610

145

Accruals and other payables



31,473

39,050

30,250

 



120,317

141,582

133,950

 

The contract liabilities balance relates mainly to the Group's right to access licences, support and maintenance and hosting contracts which are recognised over the contract term as the customer receives and consumes the benefits of the service. All of the current liability contract liabilities balance at 31 December 2023 was recognised as revenue in 2024 and the current contract liabilities balance at 30 June 2024 is expected to be recognised as revenue in 2024 and 2025.

The acquisition-related contingent consideration and earn-outs balance in 2024 relates to the acquisition of eCreators and Patheer. The 2023 balances relate to the acquisition of Learning Media Services and Patheer, and were financial instruments held at fair value within the scope of IFRS 9 and were repaid during 2024. The 2024 and 2023 contingent consideration balance relates to Moodle News.

 

17.     Borrowings

 

The Group has a debt facility dated 15 July 2021 with HSBC UK Bank PLC, HSBC Innovation Bank Limited, Barclays Bank PLC, Fifth Third Bank NA and The Governor and Company of the Bank of Ireland.

The facility comprises of a Term Facility A committed facility, with an original commitment of $265.0 million available to the Group until October 2025, a $50.0 million committed Revolving Credit Facility (£39.5 million at the period-end exchange rate) and a $50.0 million uncommitted accordion facility (£39.5 million at the period-end exchange rate), both available until July 2025.  In addition, a 12 month extension request is available to the Group for Term Facility A and the RCF.

The term facility attracts variable interest based on LIBOR plus a margin of between 1.50% and 2.75% per annum, based on the Group's leverage to December 2022, following this it attracts SOFR plus the margin discussed above and an adjusted credit spread until repaid.

Term Facility A is repayable with quarterly instalments, starting December 2022, of $9.6 million (c £7.5 million at the year-end exchange rate) with the balance repayable on the expiry of the loan in October 2025. During 2023, the Group also made an voluntary additional repayment of $25 million (c £20.5 million). There were no utilisations of the Revolving Credit Facility or uncommitted accordion facility in either of the years ended 2024 or 2023.

On 10 July 2024 a voluntary additional debt repayment of $25.0 million (£19.5 million) was made on the term loan using the proceeds from the sale of Vector (note 22).

The bank loan is secured by a fixed and floating charge over the assets of the Group and is subject to financial covenants that are tested quarterly based on a calendar year.

The financial covenants are that the Group must ensure that its interest cover ratio is at least 4.0 times and its leverage ratio does not exceed 3.0 times. The interest cover and leverage ratio is not a statutory measure and so its basis and composition may differ from other leverage measures published by other companies.

The interest cover ratio is the ratio of adjusted EBITDA, as defined in the agreement, to Finance Charges. The leverage ratio is total net debt on the last day of the relevant period to adjusted EBITDA for that relevant period. Both numerator and denominator in each calculation comprise several adjustments as defined in the debt facility agreement and as such are not directly calculable from the financial statements.

The Group was compliant with all financial covenants throughout the year and as at 30 June 2024, the Group's interest cover was 9.01 and its leverage ratio was 0.51.

The lease liabilities have arisen on adoption of IFRS 16 and are secured by the related underlying assets.

 


30 June 2024 

30 June 2023 

31 Dec 2023 


£'000

£'000

£'000

Current interest-bearing loans and borrowings

30,115

31,220

30,091

Non-current interest-bearing loans and borrowings

105,912

155,289

120,984

Current lease liabilities

2,531

4,162

4,423

Non-current lease liabilities

5,669

8,486

6,913


144,227

199,157

162,411

 

Net debt reconciliation

 

Net debt can be analyzed as follows:


30 June 2024 

30 June

2023 

31 Dec

 2023 


£'000

£'000

£'000

Cash and cash equivalents

78,503

78,132

72,522

Borrowings:




-     Term loan

(136,027)

(186,509)

(151,075)

Net debt

(57,524)

(108,377)

(78,553)

 



 

18.     Provisions             

 


Property provisions

(1)

Litigation and regulation provisions

(2)

Onerous contract provisions

(3)

Closure provisions

(4)

Total


£'000

£'000

£'000

£'000

£'000


 

 

 

 

 

At 1 January 2023

1,003

921

488

1,047

3,459

Released to the income statement

-

-

(319)

(62)

(381)

Paid in the period

(86)

(11)

-

(718)

(815)

Additions

6

-

-

-

6

Foreign exchange movement

(64)

(37)

(13)

-

(114)

At 30 June 2023

859

873

156

267

2,155

Charged / (released) to the income statement

(87)

(320)

(156)

62

(501)

Paid in the period

49

11

-

(1,015)

(955)

Additions

-

208

-

1,792

2,000

Foreign exchange movements

(1)

(6)

-

(45)

(52)

At 31 December 2023

820

766

-

1,061

2,647

Released to the income statement

(68)

-

-

-

(68)

Paid in the period

(83)

(5)

-

(974)

(1,062)

Additions

3

-

-

-

3

Foreign exchange movements

(1)

10

-

-

9

At 30 June 2024

671

771

-

87

1,529







Current

180

771

-

87

1,038

Non-current

491

-

-

-

491

At 30 June 2024

671

771

-

87

1,529

 

1.

The Group is party to a number of leasehold property contracts. Provision has been made for the unavoidable non-rent costs on those leases where the property is now vacant. As a result of the implementation of IFRS 16 the rental elements of certain property provisions are now included within lease liabilities. In addition, the Group has provided for dilapidation costs expected to be incurred at the end of property leases.



2.

Litigation and regulation provisions relate to estimates for potential liabilities which may arise in the Group as a result of client claims and past practices. Whilst the nature of legal claims means that the timing of settlement can be uncertain, we expect all claims to be settled in the next 1 to 2 years. Whilst the provisions are based on management's best estimate of the likely liability for obligations that exist at the year-end date, the maximum potential exposure could be materially higher than the provisions made as there is a range of potential outcomes.



3.

Onerous contract provisions relate to provisions made for certain software contracts where the unavoidable costs of meeting the obligation under the contract, exceed the economic benefits expected to be received under the contract.



4.

Closure and restructuring provisions relate to redundancy costs and facility obligations in relation to the closure of the UK apprenticeship business, announced prior to 31 December 2022, given the nature of the customer relationships and quality of the offering in the business do not match the high standards elsewhere in the Group.  The UK apprenticeship business ceased trading on 31 March 2023. In 2023, the redundancy provisions relate to resizing the organization due to a more challenging macro-economic environment.

 

19.     Assets and liabilities classified as held for sale

 

On 2 January 2024, the Group sold its investment Lorien Engineering, previously presented as assets and associated liabilities held for sale. See note 20.

 

During the period, the Group decided to dispose of Vector VMS and as at 30 June 2024 is classified as held for sale, with the assets and liabilities held of the lower of fair value less costs to sell and the net book value.

 

Effect of the assets and associated liabilities on financial position of the Group

 

 

 

30 June 2024 

 

 

 

£'000

 

 

 

 

Non-current assets

 

 

 

Goodwill

 

 

13,181

Intangible assets

 

 

7,090


 

 

20,271

Current assets

 

 


Trade receivables

 

 

605

Other receivables, deposits and prepayments

 

 

46

Amounts due from related parties

 

 

585

Cash and bank balances

 

 

384

Restricted cash balances

 

 

368


 

 

1,988


 

 


Assets in disposal groups classified as held for sale

 

 

22,259


 

 


Current liabilities

 

 


Trade and other payables

 

 

413


 

 


Liabilities directly associated with assets in disposal groups classified as held for sale

 

 

413

 



 

20.     Disposal of non-core business

 

On 2 January 2024, the Group sold the Lorien business for a cash consideration of $21.4 million (£16.8 million) on a cash and debt free basis. The net proceeds after customary adjustments were $20.7 million (£16.3 million) resulting in gain on disposal of $18.3 million (£12.3 million, see note 6).

 

There were no other impacts on financial performance or cash flows other than the gain on sale in relation to Lorien during the period ended 30 June 2024.

 

The carrying amount of the assets and liabilities sold as at the date of disposal were as follows:

 

 

 

 

30 June 2024 

 

 

 

£'000

 

 

 

 

Non-current assets

 

 

 

Goodwill

 

 

501

Intangible assets

 

 

1,279

Property, plant and equipment

 

 

66

Right of use assets

 

 

97


 

 

1,943

Current assets

 

 


Trade receivables

 

 

5,740

Other receivables, deposits and prepayments

 

 

135

Amounts recoverable on contracts

 

 

691


 

 

6,566


 

 


Total Assets

 

 

8,509


 

 


Current liabilities

 

 


Lease liabilities

 

 

97

Trade and other payables

 

 

4,401


 

 

4,498


 

 


Total Liabilities

 

 

4,498


 

 


Net Assets

 

 

4,011

 



 

21.     Prior period adjustments

 

During the year ended 31 December 2023, the Company identified the need to make a correction to the 2022 and 2021 balance sheets where deferred tax liabilities and goodwill amounting to £15.8 million as at 31 December 2022 and £14.1 million as at 31 December 2021 should not have been recognised under IAS 12 as the book basis and tax basis of acquired intangible assets were equal for certain US acquisitions in 2016, 2020, 2021. The adjustment reflects the tax efficient structure of the relevant acquisitions and tax amortisation deductions were taken for tax years 2020-2022 based on acquired intangible assets recognised.

 

The Group has restated the balance sheet and associated note disclosures as at 30 June 2023 and as outlined below. There is no material impact on the cash flow statements or net assets.

 

Statement of financial position adjustments

 

 

31 December 2022

 

Adjustments

Restated

31 December 2022

 

£'000

£'000

£'000

Non-current assets


 

 

Property, plant and equipment

2,857

-

2,857

Right-of-use assets

11,808

-

11,808

Intangible assets

560,972

(15,758)

545,214

Deferred tax assets

4,084

(7)

4,077

Other receivables, deposits and prepayments

1,874

-

1,874

Investments accounted for under the equity method

-

-

-

Amounts recoverable on contracts

1,303

-

1,303


582,898

(15,765)

567,133









Non-current liabilities




Lease liabilities

9,792

-

9,792

Deferred tax liabilities

27,265

(15,765)

11,500

Other long-term liabilities

3,517

-

3,517

Borrowings

177,944

-

177,944

Corporation tax payable

1,431

-

1,431

Provisions

1,857

-

1,857


221,806

(15,765)

206,041

 

Impact on note 15

Deferred tax assets prior to adjustment

Share options

Tax losses

Short-term timing differences

Intangibles

Total

 

£'000

£'000

£'000

£'000

£'000







At 1 January 2022

5,660

1,781

9,880

5,237

22,558

Deferred tax (charge)/credit directly to the income statement

(566)

3,469

1,868

(923)

3,848

Deferred tax charged directly to equity

(1,946)

-

-

-

(1,946)

Exchange rate differences, charged directly to OCI

188

144

962

650

1,944

Changes in tax rate, credited to the income statement

286

(146)

104

(25)

219

At 31 December 2022

3,622

5,248

12,814

4,939

26,623

 

Adjustments to deferred tax assets

Share options

Tax losses

Short-term timing differences

Intangibles

Total

 

£'000

£'000

£'000

£'000

£'000







At 1 January 2022

-

-

-

5,031

5,031

Deferred tax (charge)/credit directly to the income statement

-

-

-

260

260

Deferred tax charged directly to equity

-

-

-

-

-

Exchange rate differences, charged directly to OCI

-

-

-

592

592

Changes in tax rate, credited to the income statement

-

-

-

35

35

At 31 December 2022

-

-

-

5,918

5,918

 

Restated Deferred Tax Assets

Share options

Tax losses

Short-term timing differences

Intangibles

Total

 

£'000

£'000

£'000

£'000

£'000







At 1 January 2022 (restated)

5,660

1,781

9,880

10,268

27,589

Deferred tax (charge)/credit directly to the income statement

(566)

3,469

1,868

(663)

4,108

Deferred tax charged directly to equity

(1,946)

-

-

-

(1,946)

Exercise of share options

-

-

-

-

-

Exchange rate differences, charged directly to OCI

188

144

962

1,242

2,536

Changes in tax rate, credited to the income statement

286

(146)

104

10

254

At 31 December 2022 (restated)

3,622

5,248

12,814

10,857

32,541

 

 

Deferred tax liabilities prior to adjustment

 

Accelerated tax

Short-term timing

 

 

Intangibles

depreciation

differences

Total

 

£'000

£'000

£'000

£'000






At 1 January 2022

51,235

127

472

51,834

Deferred tax credit/(charge) directly to the income statement

(9,900)

585

2,106

(7,209)

Exchange rate differences, charged directly to OCI

5,206

51

9

5,266

-

(148)

61

(87)

At 31 December 2022

46,541

615

2,648

49,804

 



 

 

Adjustments to deferred tax liabilities

 

Accelerated tax

Short-term timing

 

 

Intangibles

depreciation

differences

Total

 

£'000

£'000

£'000

£'000






At 1 January 2022

(9,761)

661

-

(9,100)

Deferred tax credit/(charge) directly to the income statement

2,138

(1,877)

-

261

Exchange rate differences, charged directly to OCI

(1,109)

74

-

(1,035)

(70)

104

-

34

At 31 December 2022

(8,802)

(1,038)

-

(9,840)

 

Restated Deferred Tax Liabilities

 

Accelerated tax

Short-term timing

 

 

Intangibles

depreciation

differences

Total

 

£'000

£'000

£'000

£'000






At 1 January 2022 (restated)

41,474

788

472

42,734

Deferred tax credit/(charge) directly to the income statement

(7,762)

(1,292)

2,106

(6,948)

Exchange rate differences, charged directly to OCI

4,097

125

9

4,231

Changes in tax rate, charged to the income statement

(70)

(44)

61

(53)

At 31 December 2022 (restated)

37,739

(423)

2,648

39,964

 

The impact on the 31 December 2021 balance sheet is to reduce Goodwill by £14.1 million (note 10), reduce deferred tax liabilities prior to offsetting £9.1 million and increase deferred tax asset of £5.0 million prior to offsetting (note 15). After offsetting, the increase in deferred tax assets was £14.1m with no corresponding change in the deferred tax liability. 

 

22.     Events since the reporting date

 

Sale of Vector

On 1 July 2024, the Group sold Vector for a cash consideration of $50 million (£39.5 million) on a cash and debt free basis. The expected gain on sale is estimated to be £6.1 million.

The only impact in these financial statements in relation to the continuing operations are costs in relation to the sale of £680,000 included within costs of acquisition (note 6). These balances are subject to finalisation of the completion accounts.

Voluntary additional debt repayment

On 10 July 2024 a voluntary additional debt repayment of $25.0 million (£19.5 million) was made on the term loan using the proceeds from the sale of Vector.

US regulatory update

As a US company that performs work for the US Government, GP Strategies requires certain approvals and is subject to restrictions intended to protect classified information.

Subsequent to the period end, LTG has been notified by GP Strategies of the invalidation ("temporary suspension") of the eligibility for GP Strategies to work on new classified contracts. The suspension will remain in effect until GP Strategies returns to compliance with the applicable operating requirements. The temporary suspension is a serious matter and GP Strategies is working tirelessly to resolve all relevant issues to the satisfaction of the US Government.

GP Strategies continues to work on existing classified contracts, however one customer has paused their contract which has a revenue impact of c.$200k in 2024. No other contracts are due for renewal imminently, and the value of the contracts is not material in the context of total Group revenue and profit.

There have been no other notifiable events between 30 June 2024 and the date of this report.

 

 


Glossary

Alternative Performance Measures

In reporting financial information, the Group presents alternative performance measures ("APMs") which are not defined or specified under the requirements of IFRS. The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional useful information on the underlying trends, performance and position of the Group and are consistent with how business performance is measured internally. The alternative performance measures are not defined by IFRS and therefore may not be directly comparable with other companies' alternative performance measures. The key APMs that the Group uses are outlined below.

 

Closest equivalent IFRS measure

Reconciling items to IFRS measure

Definition and purpose

Income Statement Measures

Adjusted EBIT

Operating profit

Adjusting items

Adjusted EBIT excludes adjusting items. A reconciliation from Adjusted EBIT to Operating profit is provided in the Consolidated statement of comprehensive income.

Adjusting items

None

Refer to definition

Items which are not considered part of the normal operating costs of the business, are separately disclosed because of their size, nature or incidence are treated as adjusting. The Group believes the separate disclosure of these items provides additional useful information to users of the financial statements to enable a better understanding of the Group's underlying financial performance. An explanation of the nature of the items identified as adjusting is provided in Note 6 to the financial statements.

Saas and long-term contracts

Revenue

Refer to Note 3

Saas and long-term contracts revenue is defined as the revenue streams of the Group that are predictable and expected to continue into the future upon customer renewal.

Transactional

Revenue

Refer to Note 3

Transactional revenue is defined as the revenue streams of the Group that arise from one-off fees or services that may or may not happen again.

Balance Sheet Measures

Net cash or debt

None

Refer to Note 17

Net cash / debt is defined as Cash and cash equivalents and short-term deposits, less Bank overdrafts and other current and non-current borrowings. A reconciliation is provided in Note 17 to the financial statements.

Total equity  per share

None

Refer to definition

Calculated as Total Equity at the end of the period/year divided by the number of shares on issue at the end of the period/year, The shares on issue at 31 December 2023 were 791,160,022 (based on Note 26 of the 2023 Annual report) and 791,160,022 at 30 June 2024.

Cash Flow Measures

Adjusted operating cash flow

None

Refer to definition

Cash flow in the period after accounting for operating activities and capital expenditure.

Cash conversion

None

Refer to definition

Adjusted operating cash flow as a percentage of Adjusted EBIT.

Free cash flow

None

Refer to definition

Cash flow in the period after accounting for operating activities, investing activities, lease payments, interest and tax.

 

 

 

Company information

 

 

Directors

Andrew Brode, Non-Executive Chairman

Jonathan Satchell, Chief Executive Officer

Kath Kearney-Croft, Chief Financial Officer

Piers Lea, Chief Strategy Officer

Simon Boddie, Senior Independent Director

Aimie Chapple, Independent Non-Executive Director

Leslie-Ann Reed, Independent Non-Executive Director

 

Company Secretary

Claire Walsh

 

Company number

07176993

 

Registered address

3 New Street Square

London

EC4A 3BF

 

 

Independent auditors

BDO LLP

Chartered Accountants and Statutory Auditors

55 Baker Street

London

W1U 7EU

 

Nominated adviser and joint broker

Deutsche Numis

45 Gresham Street

London

EC2V 7BF

 

Joint broker

Goldman Sachs

Plumtree Court

25 Shoe Lane

London

EC4A 4AU

 

Legal advisers

DLA Piper U.K LLP

160 Aldersgate Street

London

EC1A 4HT

 

 

 

 

Registrar

Computershare Investor Services plc

The Pavilions

Bridgewater Road

Bristol

BS13 8AE

 

Principal Bankers

HSBC UK Bank plc

71 Queen Victoria Street,

London, EC4V 4AL, UK

 

HSBC Innovation Bank Limited

Alphabeta, 14-18 Finsbury Square,

London, EC2A 1BR, UK

 

Fifth Third Bank NA

142 W 57th Street,

Suite 1600,

New York, NY 10019, USA

 

Barclays Bank plc

1 Churchill Place,

London, E14 5HP, UK

 

The Governor and Company of the Bank of Ireland

4th Floor, Bow Bells House,

1 Bread Street,

London, EC4M 9BE, UK

 

 

Communications consultancy

FTI Consulting LLP

200 Aldersgate

Aldersgate Street

London

EC1A 4HD

 

 

 

 

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