Full Year Results 2023

Learning Technologies Group PLC
16 April 2024
 

 

16 April 2024

 

Learning Technologies Group plc

FULL YEAR RESULTS 2023

 

Focus on execution with financial performance in line with consensus expectations

Resilient revenue reflecting the strength of long-term contracts

Continued margin progression and record operating cash flow generation

 

Learning Technologies Group plc, a global market leader in digital learning and talent management, announces results for the year ended 31 December 2023.

 

Focus on execution of our strategic agenda


GP Strategies has more than doubled profit since joining LTG in 2021, driven by margin progression, a successful transformation plan and operational improvements to GPLX in H2 2023.

Renewed all major client contracts >$10m and expanded revenue in LatAm and Middle East.

Actively managed our portfolio including the sale of Lorien Engineering Solutions which completed in January 2024.

Further streamlined and strengthened the commercial operation by integrating Watershed into Rustici, LEO into GP Strategies and Reflektive into Bridge.

Established Group wide AI task force launching several AI enhanced software products in 2024 and leading on educating our Fortune 500 client base on a "Human + AI" future.

Achieved significant impact by providing learning to over 200 million people during the year.

 

Resilient financial performance with record operating cash flow generation


Revenue of £562.3 million and adjusted EBIT of £98.5 million in line with consensus expectations, reflecting a slight decline (2)% in constant currency revenue and (1)% adjusted EBIT. 

Statutory profit before tax increased 13% to £45.6 million.

Resilient revenue performance in the context of the macroeconomic climate - with 73% of revenue underpinned by durable SaaS and long-term contracts.

Adjusted EBIT margin increased to 17.5% in FY23 from 17% in FY22.

GP Strategies' EBIT margin c.15% in H2 and exit run-rate c. 17% in line with previous guidance.

Record net cashflow from operations during the year of £79.5m driving swift deleveraging to 0.7x prior to incorporating proceeds from disposal of Lorien received in 2024, with continued good cash generation in Q1 2024. 

 

Dividend


The Board is committed to a progressive dividend policy and is pleased to propose a final dividend of 1.21 pence per share (2022: 1.15p), an increase of 5%, subject to shareholder approval at the AGM.

 

Current Trading and 2024 Outlook


The Board maintains a cautious stance for 2024 due to the macroeconomic uncertainty. Consequently, we expect 2024 revenues will be in line with 2023 (after disposals), while continuing to drive growth in Adjusted EBIT.  We remain reassured by the strong foundations we have built, our effective Go-to-Market strategy, ongoing product innovation, coupled with the active management of our extensive portfolio. These efforts are geared towards driving further efficiencies and supports our confidence in restoring underlying revenue growth as the macroeconomic environment recovers.

 

Medium Term Targets Update


Given the temporary pause on bolt-on acquisitions in FY22 that continued into FY23 as we focused on the transformation of GP Strategies, de-leveraging and active portfolio management in a subdued macroeconomic environment, the Board has concluded the 2025 goal to achieve run-rate revenues of £850 million and £175 million run-rate adjusted EBIT is no longer appropriate.

 

Our continued strong cash generation and balance sheet strength give the Board confidence in returning to value-accretive acquisitions in 2024 and beyond. Furthermore, this is supported by an expectation that we will return to organic growth as the economy improves.

 

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

 

"LTG has delivered a resilient performance in 2023 against the macroeconomic backdrop. This demonstrates the benefit of our global client footprint and diversification, the durable nature of our SaaS and long-term revenues and our focus on efficiency and cash flow.

 

Looking ahead, we remain confident in the outlook over the medium term as the structural drivers of the learning and development industry remain intact with LTG offering one of the most comprehensive ranges of learning and talent services and technologies within our sector. I am also excited about our AI innovations which will enhance our productivity and create additional revenue opportunities with our clients. Given the strength of our balance sheet, we will return to acquisitions that align with our strategic objectives."

 

Financial summary: 

 

£m unless otherwise stated

2023

2022*

Change

Revenue*

562.3

588.6

(4%)

Constant currency

(2)%

3%


Software & Platforms

(4)%

5%


Content & Services

(1)%

(7%)


     SaaS & long-term contracts 

73%

71%


Adjusted EBIT*

98.5

99.9

(1%)

Adjusted EBIT margin*

17.5%

17%

+50bps

Statutory PBT*

45.6

40.5

+13%

Adj. Diluted EPS (pence)*

7.803

7.996

(2)%

Basic EPS (pence)

3.724

3.857

(3)%

Net Debt

78.6

119.8

(34)%

Final Dividend (pence)

1.21

1.15

5%

Adjusted Operating Cash

86.3

83.2

4%

Net cashflow from operations

79.5

71.9

 

10%

* 2022 continuing operations.

 

Analyst and investor presentation:

 

LTG will host a hybrid presentation for analysts and institutional investors at 09:00 today, 16th April 2024.  To join the briefing virtually, please register via the link below:

 

https://www.investormeetcompany.com/learning-technologies-group-plc/register-investor

 

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.

 

Annual Report - Chief Executive's Review

 

"Our resilience shows the benefit of our SaaS and long-term contracts - representing 73% of revenues - and laser-focus on margin."

 

Market-leader in workplace learning and talent management

 

LTG is a leader in workplace learning and talent management, helping more than 6,000 organisations address a fast-evolving business landscape.  The group is a portfolio of profitable software and services businesses in talent management and learning with a common go-to-market strategy.


Our comprehensive suite of products and services integrate with our customers, bridging the skills gap between the present and the future workforce and delivering tangible outcomes.  When appropriate, we offer solutions and services from more than one of our businesses, leveraging our combined go-to-market strategy to reinforce our current global market presence and drive growth.


As part of our ongoing active portfolio management, where businesses do not fully align with our strategy we look to recycle the capital towards our core focus on talent management and learning, as we have done with the disposals of non-core Lorien Engineering Solutions and a carve-out of the external staffing business of TTi Global in recent months.

 

Resilient performance with strong margin progression and cash generation

 

LTG delivered a resilient performance in 2023.  Revenues and adjusted EBIT from continuing operations were in line with consensus expectations, falling marginally by 2% on a constant currency basis and 1% respectively.  Revenues were £562.3 million and adjusted EBIT from continuing operations was £98.5 million including the impact of a slight FX headwind.  Margin progression to 17.5% (FY22: 17.0%) was driven by our focus on profitability and a significant improvement within GPLX in H2. 

 

Our performance in a challenging macro backdrop shows the strength of our SaaS and long-term contracts - representing 73% of revenues - and a laser-focus on margin.  This meant we were able to absorb the impact of lower transactional and project-based revenues linked to the challenging macroeconomic backdrop.  The restructuring programme we implemented cost £2.5 million with an ongoing annual benefit of £9.5 million. With these proactive measures, we are well-positioned to maintain our resilient performance in uncertain markets and benefit from more favourable conditions as they arise.

 

We continued our strong track record of cash generation with adjusted operating cash flow conversion of 88%.  Because of our excellent cash generation, we are able to make substantial investments in innovation - including AI - to support our customers' learning and talent management needs.

 

GP Strategies commercial transformation complete and supporting our market leadership

 

In the period following the transformational acquisition of GP Strategies in 2021 - which added significant strength and depth to our market leadership in learning and talent development - GP Strategies has more than doubled in profit.  LEO Learning and PDT Global were integrated into GP Strategies in January 2023, which caused some challenges which were successfully addressed in H2.  The combination has significantly bolstered our market offering as one of the world's largest and most creative custom content and learning experience design offering, alongside our leadership in talent transformation.  The continued commercial improvement in GP Strategies, with exit margins at c17% in line with our previous guidance and margins of c.15% in H2, reflects our focus on operational improvement.  This underlines our track record of improving the profitability and operating model of businesses we acquire.

 

Active portfolio management

 

LTG accelerated the active management of its portfolio in 2023, making two non-core disposals - Lorien Engineering Solutions for $21.4 million on a cash and debt free basis (subject to customer adjustments and completed in 2024), and the external staffing business of TTi Global for $0.8 million. These businesses were part of GP Strategies when it was acquired by LTG in 2021 but did not fit with our strategic focus on learning and talent management.  Proceeds from the disposals have further strengthened our balance sheet and supported our swift deleveraging.  Our balance sheet and excellent cash generation underpin our intent to return to being acquisitive in 2024.  As previously indicated, our focus is on acquiring profitable software companies that fit with our strategic focus on learning and talent management.  Where appropriate, we will continue to recycle capital from businesses that do not fully align with that strategic focus.

 

Given the temporary pause on bolt-on acquisitions in FY22 and FY23 during the transformation of GP Strategies, and focus on deleveraging and active portfolio management in a lower organic growth environment, the Board has concluded the 2025 goal to achieve run-rate revenues of £850 million and £175 million run-rate adjusted EBIT is no longer appropriate.

 

Large addressable market opportunity

 

We are strategically positioned to capitalise on a substantial and expansive global learning and talent market estimated to be worth approximately $396 billion in 20241. The products and services we offer cater to a diverse array of industries and sectors, tapping into a broad and growing demand for innovative solutions. This market comprises internal, external and tuition markets, and with our go-to-market and integrated businesses, we have a powerful combined offering that can address the >$100 billion external corporate training segment of this market.

We are well placed to capitalise on the ongoing evolution of workforce dynamics fuelled by demographic shifts, technological advances and the ever-changing nature of skills required in the modern workplace. With change a constant, the demand for sophisticated learning and talent solutions is growing on a global scale. At LTG, we provide businesses with the tools to align strategic objectives with workforce learning and development across all facets of the employee lifecycle. Our suite of analytics tools also enables us to monitor the performance of these solutions, providing customers with transparent insights into the efficacy and return on investment of our services and software.


Our approach not only enhances operational efficiency but also positions us at the forefront of driving value to our customers through unified and effective solutions rather than fragmented systems. Our teams are working hard to strategically position ourselves to address the diverse needs of this expansive market, staying ahead of the ever changing landscape of global learning and talent management.

 

1 Training Industry, Inc. Research Data 2023 estimated totals as of January 18, 2024

 

Investment case

 

Our demonstrated track record in value creation highlights our aptitude in both organic growth over the medium term and margin enhancement. Additionally, our strategic pursuit of acquisitions has not only expanded our capabilities and market reach but has consistently contributed to accretive earnings. This has resulted in robust cash flow generation, underpinning swift deleveraging and a progressive dividend policy.


The main drivers that have enabled us to deliver a robust financial performance over a sustained period are as follows:

 

Our strategic positioning provides considerable access to the expanding digital training markets, representing the future landscape of learning and development. These markets are experiencing good growth, positioning us to capitalise on profitable opportunities. In parallel, our commitment to supporting learning is fortified by robust data analytics, empowering our customers to quantifiably measure the effectiveness of their initiatives.



Our portfolio of businesses has products that bring best-in-class specialist expertise, including learning, performance, learning analytics, succession, compensation, vendor management, recruitment and immersive virtual, augmented and mixed reality experiences, complemented by expert advisory and consulting through cross-selling. This makes us well-placed to help customers 'join up' their learning and talent management activities. We are regarded as a thought leader in a fast-paced and evolving market.



Our highly skilled workforce comprises seasoned professionals adept at providing LTG's diverse range of product offerings. This expertise enables us to provide seamlessly integrated solutions incorporating our products and services tailored to meet our customers' talent transformation requirements.



Our expansive global presence with 5,000 employees in 36 countries enables us to both attract new customers and enhance relationships with existing ones. Through our local presence, we deliver training programmes finely tuned to align with regional cultures and specific needs, ensuring optimal results. This dual approach not only broadens our market reach but also demonstrates our commitment to meeting our clients where they are in their learning and talent transformation journey.



Our longstanding partnerships and extensive expertise in industries marked by rigorous regulations and high-stakes implications. These markets are challenging to enter and the training needs within them are intricate, mandatory and critical for success. These include automotive, financial and insurance, defence, aerospace and technology markets.

 

 

Our investments to drive innovation in learning through software solutions. Our commitment to continuous improvement underscores our dedication to optimising performance.

 

 

Our proven ability to drive operational improvement - both in our pre-existing businesses and those we acquire - and maintain close control of costs supports margin progression over the long-term.

 

The demand for our services and software is intensifying as the imperative for training and development becomes increasingly critical across various industries. This is delivered through a high proportion of predictable and recurring revenue streams, comprising SaaS subscriptions and long-term service contracts.

 

Creating value through AI and investment in innovation


Harnessing AI to support customer needs

 

LTG has good capabilities in AI and is investing more to ensure we are in the optimal position to work with clients as they train their own workforces.

 

We firmly believe the future workforce will be 'human + AI' to give our customers innovative solutions, drive efficiency and enhance their overall experience. Our AI innovations aim to optimise processes and create value, ultimately contributing to increased client engagement and satisfaction.

 

In many areas across the business, we are trialling AI solutions in collaboration with customers to ensure a more adaptive, targeted and personalised approach to learning and talent management.  Specifically, from a services perspective, GP Strategies is investing in R&D innovation (eg Content AIQ1) and educating customers. For example: 'Human+AI - Practical Learning for Learning Leaders'2, first run in 2023 and then Human+AI was the subject of a Customer Forum hosted at the MetLife building in New York in March 2024 with several Fortune 500 companies attending3. Meanwhile our Software & Platforms businesses are bringing AI enhanced products to market throughout 2024 such as Rustici Software which provides AI innovation to the 500+ learning applications and content publishers that it serves worldwide.

 

Investment in Innovation


Dedicating resources to innovation is a top priority in our capital allocation strategy, and our track record speaks to our ability to generate value in this area. A key element of our investment strategy involves leveraging value from complementary technologies obtained through strategic mergers and acquisitions. Our approach allows us to deliver distinctive and comprehensive capabilities to our customers. We adhere to a cautious, lower-risk strategy in innovation by applying our existing technologies to markets whenever possible.


During 2023, we continued to make investments consistent with our strategy. Examples include:


Continued integration between Bridge, Gomo and Instilled to enhance and sell Bridge Advanced Authoring and Bridge Advanced Video.

Major investments in enterprise LMS functionality by way of GP iLearn.

Reflektive market and adoption information drove enhancements, such as peer feedback, new recognition features and the ability to sell as a standalone module, to Bridge performance tool capabilities.

Building out Bridge with Patheer technology to develop Skills+, leveraging 3rd party data and AI to match employees to skills, job titles to skills, and skills to content within the learning management system.  The combined technology of Bridge and Patheer supercharges the connections with features that are in high demand in the market, taking advantage of recent advances in scalable AI web services.

Investment and focus on AI with a task force dedicated to understanding the transformative capabilities that exist and how we can practically apply this to our offerings to meet the needs of our clients. In 2024, we will:


Increase our upskilling efforts for our internal teams


Launch AI enablement and adoption tools for our customers including Content IQ


Build out our IP offerings on AI for customers focusing on upskilling the L&D team as well as offerings for employees across the organisation


Expand our partnerships with leaders in the AI space to bring exciting new AI services, tools and specialised teams

There has been considerable effort in implementing our go-to-market strategy, with new combined product and service offerings in:


Learning experience design


Enhanced managed learning services


A combined consulting and measurement approach

 

Our capacity to seamlessly blend our offerings allows us to provide comprehensive solutions and cross-selling opportunities to our customers. We remain committed to strategic investments in our products, aimed at enhancing our offerings to meet the evolving needs of our customers.

 

1 https://www.gpstrategies.com/solutions/consulting/artificial-intelligence-consulting-solutions/learning-content-aiq/

2https://www.gpstrategies.com/solutions/consulting/artificial-intelligence-consulting-solutions/human-plus-ai-training-program/

3https://www.gpstrategies.com/2024-client-forum/

 

Non-core assets

 

In December 2022 we disclosed that a non-core asset had been identified for disposal. We are pleased to report that we signed a definitive agreement on 5 December 2023 to sell our Lorien division, based within GP Strategies, to NIRAS, a Danish engineering consultancy headquartered in Denmark. The sale of this business subsequently closed on January 2, 2024.

 

We also confirmed in December 2023 we had completed a carve-out of the external staffing business of TTi Global, part of GP Strategies, for a cash consideration of approximately $0.8 million. A number of client staffing contracts (for high quality engineering and technical roles) and people were transferred to Premier Staffing Solution in October 2023.

 

People


Our people stand as our most valuable asset, and it is their unwavering dedication that propels our success. In 2023, we implemented several HR initiatives with the goal of enriching the employee experience, boosting morale and achieving our organisational goals. We re-launched an enterprise-wide engagement survey and implemented a comprehensive action planning process, enabling us to seamlessly incorporate feedback received into our priorities and planning during the second half of the year. This led to a more enhanced onboarding programme for new employees, a new in-house designed People Leader Essentials programme, an improved performance management programme and a leader conversation series that provided our colleagues with access to leadership from around the business on a variety of topics that they expressed interest in hearing more about.  We undertook a restructuring in late 2023 as part of our ongoing commitment to drive operational improvement and margin progression while retaining our breadth and depth of skills and IP.

 

Environmental, Social and Governance

 

ESG initiatives remain at the forefront of our business process and strategy, enabling our customers to manage and develop their human capital and is therefore fully aligned with ESG principles.  As we continued to focus on our own performance, we report on our scope 1, 2 and 3 Greenhouse Gas (GHG) emissions and there was a 11% decrease in our total GHG emissions in 2023 driven primarily by rationalised office usage and a reduction in business and commuting travel.  We made further progress in our targets including launching a Group-wide sustainable procurement policy, closed our largest in-house physical data centre making further progress to reduce scope 3 emissions and continued to make progress in GHG emission assessments including developing long-term net zero projections. 


During 2024 the Board has approved participation in, and we have submitted a signatory letter to, the UN Global Compact Group.  We will continue to work to further progress our sustainability journey and provide an update in our 2024 results.

 

Outlook

LTG delivered a resilient performance in 2023 despite a challenging macroeconomic backdrop.  This shows the benefit of our SaaS and long-term contracts - representing 73% of revenues - and laser-focus on margin.  We are seeing the benefits of the full integration of our transformational acquisition of GP Strategies, which has strengthened our market leadership in learning and talent management. 

Our subscription and long-term contracted revenue supports our expectation of delivering a resilient performance again this year in a macroeconomic backdrop which continues to be challenging.  2024 revenues are therefore expected to be line with 2023 (after disposals) while continuing to drive growth in Adjusted EBIT.  Given the strength of our balance sheet, we are poised for a return to earnings accretive acquisitions in 2024 that fit with our strategy, as part of our active portfolio management.  Longer term, our market leadership in workplace learning and talent management supports our confidence of igniting underlying revenue growth as the macroeconomic backdrop recovers.


 

Jonathan Satchell

Chief Executive

15 April 2024

 

 

 

Chief Financial Officer's Review:

 

Financial results 

 

Revenue 


Group revenue from continuing operations decreased by 2% on a constant currency basis to £562.3 million (2022: £588.6 million), a resilient performance in the face of a challenging macroeconomic backdrop affecting transactional and project-based work.  Discontinued operations reflect the non-core UK Apprenticeship business following its closure as announced in December 2022.    

   

As of 2023 interim reporting, reporting divisions have been updated to reflect internal reporting on a business unit basis, and the revised format is consistent with that used by the Chief Operating Decision Maker. Following the reorganisation and integration of LEO and PDT into GP Strategies, the Content & Services division now includes all three businesses in addition to Affirmity and PRELOADED.  The Software & Platforms division reflects the results for the Product companies.  The categorisation of the companies under the division heading is outlined below. Note 3 to the accounts includes a restatement of the prior year's comparative results.

 

Our Content & Services division revenue (74% of Group revenue) marginally declined by 1% on a constant currency basis with strong growth in PRELOADED and Affirmity.  The growth in these two brands was more than offset by GP Strategies decline of 2% on a constant currency basis, due to the temporary H1 integration challenges in GPLX, and the macroeconomic climate slowing sales cycles and project-based revenues.

 

There was 4% constant currency revenue decline in the Software & Platforms division (26% of Group revenue).  This comprised of expected lower revenue in PeopleFluent, and Reflektive due to softness in technology sector customers and the strategy to migrate customers to a version of Reflektive within Bridge.  In addition, there was a softening in revenues in VectorVMS, a contingent workforce management business, and Breezy, a leading-edge talent acquisition platform business.  Rustici continued to deliver strong growth and there was good growth in Bridge, a learning and performance management solutions business.   

 

As a proportion of Group revenue, SaaS-based subscription and long-term contract revenue increased to 73% (2022: 71%). 

 

Adjusted Earnings Before Interest and Tax (EBIT) and operating profit 

 

Adjusted EBIT from continuing operations decreased marginally by 1% to £98.5 million (2022: £99.9 million) which included a small full year foreign exchange headwind.  The Group's Adjusted EBIT margin was higher at 17.5% (2022: 17.0%) driven primarily by a combination of operational leverage in the Software & Platforms division and supported by higher exit margins in GP Strategies following a successful continuation of the commercial transformation strategy despite the temporary H1 challenges in GPLX.    

 

Included within adjusted EBIT was a share-based payment charge of £4.4 million (2022: £6.7 million, excluding £0.5 million acquisition related charge), lower than the prior year due to lapsed options related to senior leavers and performance criteria not being met.

 

Also included within adjusted EBIT was an amortisation charge for internally generated development costs which increased to £8.8 million (2022: £7.5 million), as set out in Note 9.  As relevant projects are completed, they are amortised over their useful economic lives, with the increase in the amortisation charge reflecting the increased investment in capitalised development costs as we innovate additional product features in the Product Companies.  The Group does not include £11.1 million (2022: £12.0 million) of amortisation of acquired software and IP within adjusted EBIT due to an expectation that the quantum exceeds that which would have been incurred if internally developed, and therefore is not representative of a true ongoing cost of the business.

  

The Group's statutory operating profit was £58.7 million (2022: £50.5 million), including the sale of our Brazil joint venture, the external staffing business of TTi Global and other adjusting items of £39.8 million (2022: £49.4 million), discussed in more detail in note 4.   

 

Divisional Review 

 

Content & Services 

 

Content & Services comprises GP Strategies, PRELOADED and Affirmity. GP Strategies is a global workforce transformation provider of organisational and technical performance learning solutions.  PRELOADED is a BAFTA-winning immersive games studio.  Affirmity provides a portfolio of software, consulting services and blended learning solutions to help US-based enterprise and mid-market companies measure diversity, build inclusive workforces and operate effective DE&I and affirmative action programmes. 

 

In January 2023, LEO and PDT Global were integrated with GP Strategies. PRELOADED and Affirmity have not been integrated and will remain separate brands within the Content & Services reporting segment.     

 

Content & Services comprised 74% (2022: 74%) of 2023 Group revenue.  In 2023, 65% (2022: 62%)) of the revenue in Content & Services was related to long-term contracts, reported within SaaS & long-term contracts in segment analysis (note 3). 

 

Revenue decreased to £418.0 million (2022: £434.4 million) reflecting the slowdown in spending in transaction and project-based work due to the macroeconomic climate, and integration challenges in GPLX in the GP Strategies business in the first half of the year.  This was partially offset by strong revenue growth in PRELOADED due to key relationships with major global Technology and Entertainment brands unlocking more significant engagements in 2023, and Affirmity delivering a continued strong performance through the year.          

 

Adjusted EBIT also decreased to £56.5 million (2022: £59.9 million), driven by the temporary challenges in GPLX in the first half of 2023.  The adjusted EBIT margin was 13.5% (2022: 13.8%).    

 

Statutory profit before tax was £25.9 million (2022: £25.0 million) after deducting adjusting items including amortisation of acquired intangibles, transaction costs relating to asset held for sale, integration costs, earn-out charges, loss on disposal of right-of-use assets, profit on sale of joint venture, restructuring costs and finance expenses. 

 

Software & Platforms 

 

The Software & Platforms division comprises of SaaS and on-premise solutions as well as hosting, support and maintenance services.  PeopleFluent provides cloud-based talent management solutions and services to large-enterprise clients that require recruiting, performance, succession, compensation, learning and organisation charting capabilities beyond what is available within their current HR systems.  Breezy provides a largely self-service SaaS talent acquisition solution aimed at small and medium-sized businesses.  Bridge is an employee-focused learning and performance platform operating in the higher growth, mid-market with proven potential to move into sectors of the enterprise market.  Rustici Software is a global expert in e-learning interoperability software.  Open LMS provides the largest scale capability in the global open-source Moodle™ services market.  VectorVMS is a market-leading SaaS-based technology for the contingent workforce. 

 

Software & Platforms comprised 26% (2022: 26%) of 2023 Group revenue.  In 2023, 96% (2022: 95%) of the revenue in Software & Platforms was related to SaaS-based subscriptions and long-term contracts. 

 

Revenue decreased to £144.3 million (2022: £154.2 million) with a constant currency decline of 4% driven by the  expected decline in PeopleFluent, a reduction in Reflektive revenue due to a combination of softness in technology sector customers and the strategy to migrate customers to a version of Reflektive within Bridge, weaker demand in VectorVMS due to reduced contract labour usage and lower healthcare rates, and softness in Breezy as transactional business related to the SME US labour market remained subdued. These challenges were partially offset by continued strong growth in Rustici and good growth in Bridge.

 

The PeopleFluent product line, which has good functionality and is highly configurable, continues to be well-embedded with its larger and more complex corporate customers.  It is expected that customers requiring its more complex functionality will continue to use the product.  In 2023, opportunities to upsell and cross sell additional products in performance, compensation and succession solutions, increased long-term contract revenue made possible due to the expertise of the team, the relationships built with customers, and our ability to support their goal of doing more with our products.

 

Breezy provides a largely self-service SaaS talent acquisition solution aimed at small and medium-sized businesses. As the business dealt with 44% lower transactional demand than 2022, significant efforts were made to control costs and avoid the effect of operational deleverage, resulting in similar EBIT margins despite the lower revenue.  The macro impact on Breezy's transactional revenues masks 4% underlying growth in Platform hosting revenue for the full year.

 

Open LMS performance was muted as educational establishments realigned their requirements in a post-Covid environment.  However, despite this, recurring revenue by year end increased by c.1% with new sales and expansions expected to benefit growth into 2024.

 

Rustici, the e-learning standards business, continued to enjoy strong growth. On-premise renewals, new customers and continued demand for Content Controller and Rustici Engine contributed to the strong performance.  

 

Adjusted EBIT improved in the year to £42.1 million (2022: £40.0 million) as operational leverage and reduced central costs, particularly reduced facility costs, benefitted this reporting segment. Adjusted EBIT margin improved to 29.2% (2022: 25.9%).    

 

Statutory profit before tax increased to £19.7 million (2022: £15.5 million) after deducting adjusting items including amortisation of acquired intangibles, integration costs, earn-out charges, loss on disposal of right-of-use assets, restructuring costs and finance expenses. 

 

Statutory operating profit 

The Group's statutory operating profit was £58.7 million (2022: £50.5 million), including adjusting items of £39.8 million (2022: £49.4 million), as set out in note 4, comprised of: 

 

● 

An amortisation charge for acquired intangibles of £32.7 million (2022: £35.7 million); 

 

Amortisation of acquired intangible costs, including acquired software and IP, are excluded from the adjusted results of the Group since the costs are non-cash charges arising from investing activities.  As such, they are not considered reflective of the core trading performance of the Group.  

 

● 

Impairment of goodwill and intangibles of nil (2022: £8.0 million); 

 

Impairment of goodwill and intangibles are excluded from the adjusted results of the Group since the costs are one-off, non-cash charges. The 2022 impairment related to closure of the non-core UK Apprenticeship business in early 2023 announced on 19th December 2022.

      

●  

Integration costs of £2.4 million (2022: £3.5 million); 

 

The costs of acquiring and integrating subsidiaries purchased in the year or in prior periods, deemed to be incremental costs not part of the normal course of business.  In 2023, this includes £2.4 million of integration costs related to the continued integration of GP Strategies. The integration costs in 2022 included staff related costs such as retention bonuses, severance and recruitment costs as well as consulting costs.    

 

●  

Restructuring costs and provision of £2.5 million (2022: nil); 

 

Restructuring provision of £2.5 million relating to severance incurred, or the liability created by year end are excluded from the adjusted results as they are restructuring in nature and not part of the normal operating costs of the ongoing Group.  £1.7 million was paid in 2023.

 

●  

Loss on disposal of right-of-use assets £2.2 million (2022: £0.2 million);  

 

Impairment of right-of-use assets are excluded from the adjusted results of the Group since the costs are one-off, non-cash charges related to an abandoned lease that cannot be sub-let.

 

●  

Costs relating to asset held for sale £0.5 million (2022: nil);  

 

On 2 January, the Group sold the Lorien business for $21.4 million (£16.8 million) on a cash and debt free basis (subject to customary adjustments) for an estimated gain of $15.0 million (£11.8 million).   The only impact in these financial statements are costs in relation to the sale. 

 

●  

Earn-out charges of £0.2 million (2022: £3.3 million);  

 

The cost of earn-out charges are mechanisms included in the purchase agreements of business combinations, primarily related to Learning Media Services Ltd and Patheer in 2023, and Breezy and eCreators in 2022.  The former owners of each respective business are required to remain employed by the Group and as such the earn-out is considered to be post-combination remuneration, rather than contingent consideration which would be included in the purchase consideration of each respective acquisition.  

 

●  

£0.6 million other income (2022: £1.5 million); 

 

Other income includes amounts received in relation to the carve-out of the external staffing business of TTi Global, part of GP Strategies, for a cash consideration of approximately $0.8 million.  A number of client staffing contracts (for high quality engineering and technical roles) and people were transferred to Premier Staffing Solutions in October 2023. 

 

●  

£0.4 million profit on sale of joint venture (2022: £1.2 million); 

 

On 5 September 2023, the Group sold its 17% investment in Leo Brasil Tecnologia Educacional LTDA three million Brazilian Real, realising a gain on sale of £0.4 million (see note 10). On 18th April 2022, the Group sold its 10% investment in National Aerospace Solutions LLC for proceeds of $3.0m (£2.3 million), realising a gain on sale of £1.2 million.

 

●  

£0.3 million Cloud computing configuration and customisation costs (2022: £0.7 million); 

 

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 computer 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.    

 

Discontinued operations

 

Discontinued operations reflect the results of the UK Apprenticeship business following the closure announced in December 2022.  The £3.1m loss on discontinued operations, net of tax, reflects closure costs incurred which were not provided for in the 2022 financial statements and which were partially expected to be covered by contracted revenue (see note 6).

  

Net Finance Charge and Profit Before Tax  

 

The net finance charge was £13.1 million (2022: £10.0 million), with the increase driven by the higher rates and partially offset by the lower average debt in the year.

 

After the profit on sale of joint venture and net finance charge, adjusted profit before tax for continuing operations was £85.7 million (2022: £89.9 million) and statutory profit before tax for continuing operations was £45.6 million (2022: £40.5 million).  

 

Taxation Charge  

 

The adjusted tax charge was £21.6 million (2022 £24.3 million), resulting in an effective tax rate of 25% (2022: 27%).  The statutory tax charge was £13.0 million (2022: £10.1 million).  

 

In 2022 the Group completed a tax study to confirm the availability of US federal losses and recognised a deferred tax asset for losses of £5.5 million, of which £2.6 million was utilised in 2022 and £2.9 million expected to be utilised over the subsequent three-year period in line with the forecast period prepared for the Group.  In 2023 the Group has continued to apply this principle and has recognised deferred tax assets of £0.6 million representing an additional year of availability in line with the forecast period. In 2023, the Group similarly completed a tax study to confirm the availability of US state losses in respect of these acquisitions and recognised a deferred tax asset of £1.0 million for losses expected to be utilised over the same subsequent three-year period. In subsequent years, the Group will consider recognition of the further deferred tax assets on the remaining losses on an annual basis.

 

The reduction in the effective tax rate to 25% in 2023 from 27% in 2022 reflects the recognition of a deferred tax asset related to the US state losses noted above.

 

Foreign Exchange 

 

The Group is exposed to a number of currencies resulting from its geographical spread, with the majority of exposure to the US Dollar.  The weakening of the US Dollar since December 2022 has resulted in a FX headwind for the Group and £20.2 million (2022: £31.0 million gain) exchange differences on translating foreign operations within other comprehensive income largely due to retranslation of foreign operations as well as £18.9 million of foreign currency loss generated on goodwill and acquired intangibles (note 9).  This is largely due to a significant proportion of these items being designated in USD.

  

Earnings per Share 

 

Adjusted diluted EPS from continuing operations decreased marginally to 7.803 pence (2022: 7.996 pence for continuing operations) driven by a marginal decrease in adjusted EBIT and higher net finance expenses partially offset by a lower adjusted effective tax rate and a lower number of shares outstanding.  Adjusted diluted EPS for total operations is 7.427 pence (2022: 8.121 pence).

 

On a statutory basis, basic EPS decreased to 3.724 pence (2022: 3.857 pence).  

  

Cash Generation 

 

As per the Consolidated Statement of Cash Flows, cash generated from operations finished strongly at £96.1 million (2022: £92.1 million) and net cash flows from operating activities were £79.5 million (2022: £71.9 million).

 

There was a cash outflow from working capital of £9.6 million (2022: £18.4 million cash outflow) primarily driven by a c.£7 million reduction in the short-term bonus accrual compared to 2022.   Debtor days decreased to 79 days (2022: 812 days) and combined debtor work-in-progress and deferred income days (combined days) increased to 45 days (2022: 41 days).  The combined days metric benefits from payments being received annually in advance for recurring software licences.

 

Free cashflow1 was £44.4 million (2022: £50.3 million), £5.9 million lower than 2022.  Cash conversion1 was strong at 88% (2022: 82%2), as set out below.

 

[1] Alternative performance measures used by the Group are defined in the Glossary

2 As reported. 

 

£m

FY23

FY222

Variance





Statutory operating profit

58.7

50.5

8.2

Adjusting items

39.8

50.4

(10.6)

Adjusted EBIT1

98.5

100.9

(2.4)

Depreciation & Amortisation

14.1

13.9

0.2

Share based payment charges

4.4

6.7

(2.3)

Dec / (Inc) working capital

(9.6)

(18.4)

8.8

Capital expenditure

(14.1)

(11.6)

(2.5)

Lease liabilities

(5.7)

(7.3)

1.6

Other

(1.3)

(1.0)

(0.3)

Adjusted operating cash flow1

86.3

83.2

3.1

Cash Conversion

88%

82%

6%pts

Net Interest paid

(15.7)

(4.3)

(11.4)

Tax paid

(16.6)

(20.2)

3.6

Restructuring cash costs

(1.7)

-

(1.7)

Integration costs

(2.4)

(3.8)

1.4

Earnout & contingent consideration

(4.6)

(6.9)

2.3

Cash flow from discontinued operations

(1.4)

-

(1.4)

Other income

0.6

-

0.6

Cash costs related to asset held for sale

(0.5)

-

(0.5)

Proceeds from asset sale

0.4

2.3

(1.9)

Free cash flow1

44.4

50.3

(5.9)

 

Net interest paid increased to £15.7 million (2022: £4.3 million) due to higher interest rates on a lower average gross debt, and £4.5 million interest from 2022 paid in 2023 due to actions taken in 2022 to benefit from a fixed interest rate at a time of increasing rates.  £1.6 million in interest expense relating to 2023 is payable in 2024.

 

Net corporation tax payments decreased to £16.6 million (2022: £20.2 million) primarily due to the timing of tax payments.  Restructuring cash costs of £1.7 million related to resizing the organisation to a more challenging macro environment, the reduction in transaction and project related costs and structural decline in PeopleFluent.  £2.4 million (2022: £3.8 million) in integration costs related to the continued integration in 2023 of GP into the Group, including moving LEO and PDT into GP Strategies.  Payments of acquisition-related contingent consideration and earn-outs related to Breezy and eCreators totalled £4.6 million in 2023, and £6.9 million related to Breezy, Watershed, eCreators and eThink in 2022.  Cash flow from discontinued operations of £1.4 million related to the UK Apprenticeship business, and cash costs related to asset held for sale of £0.5 million for the Lorien business.  

 

There were cash outflows from investment activities of £13.7 million (2022: £9.3 million) comprising of £12.9 million (2022: £10.0 million) of outflows relating to capitalised investment in internally generated IP, £1.2 million (2022: £1.6 million) from investment in property, plant and equipment, and £0.4 million (2022: £2.3 million) cash inflow from the sale of the investment in Leo Brasil Tecnologia Educacional LTDA. The 2022 cash inflow of £2.3 million relates to the sale of NAS joint venture in April 2022. 

 

Net cash outflows from financing activities were £84.9 million (2022: 58.8 million).  This includes £51.3 million repayment of bank loans, including $25 million voluntary additional payment in September 2023.  In addition, net interest of £15.7m (2022: £4.3 million) was paid and there were £0.5 million (2022: £1.0 million) of proceeds from the issue of ordinary share capital, net of share issue costs. There were also lease and lease interest payments of £5.7 million (2022: £7.3 million), and dividend payments of £12.7 million (2022: £9.1 million).

 

Capital Allocation, Funding Priorities and Dividend 

 

The Board remains committed to a capital allocation policy that prioritises investment in the business to drive growth, selectively acquiring value enhancing businesses and return of cash to shareholders, primarily through a progressive dividend policy.

 

The Board's progressive dividend policy, while taking into account earnings cover, also considers other factors such as the expected underlying growth of the business, its capital and other investment requirements.  The strength of the Group's balance sheet and its ability to generate cash are also considered.  

 

The Group considers these factors in the context of the Group's Principal Risks and the overall risk profile of the Group. 

 

Given the operational performance during a challenging year and strong cash generation, the Board is recommending a final dividend of 1.21 pence per share (2022: 1.15 pence). The total cash cost of the final dividend is approximately £9.5 million. 

 

Together with the interim dividend of 0.45 pence (2022: 0.45 pence), this gives a total dividend for the year of 1.66 pence, an increase of 4% on the prior year.   

  

If approved the final dividend will be paid on 28th June 2024 to all shareholders on the register on 7th June 2024. 

 

Net Debt and Gearing 

 

At 31 December 2023, the Group's net debt was £78.6 million (31 December 2022: £119.8 million), excluding £11.3 million (31 December 2022: £14.9 million) of lease liabilities.  On a constant currency basis, net debt was £82.7 million on 31 December 2023 at the 2022 rate.  

 

The Group's net debt comprised £151.1 million of debt (31 December 2022: £214.7 million) and £72.5 million of cash (31 December 2022: £94.8 million).   

 

The Group's debt is made up of a term facility loan with an original commitment of $265.0 million is available to the Group until October 2025.  The facility also includes a $50.0 million (£39.3 million at year end exchange rates) Revolving Credit Facility and a $50 million (£39.3 million at year end exchange rates) uncommitted accordion, both available to July 2025.  The Revolving Credit Facility remained undrawn in both 2022 and 2023.  For further details of the Group's debt facility see note 16.

 

The Group's covenant basis net debt / adjusted EBITDA ratio as at 31 December 2023 was 0.7 times (2022: 1.1 times).   

 

Sale of Lorien Engineering Solutions 

 

On 2 January 2024, LTG completed the disposal of non-core asset Lorien Engineering Solutions for a cash consideration of $21.4 million on a cash and debt free basis (subject to customary adjustments) which further supports the Group's swift deleveraging.

 

There have been no other notifiable events between the 31 December 2023 and the date of this Annual Report. 

 

Balance Sheet 

 

The Group has a strong balance sheet with total shareholder equity of £427.2 million at 31 December 2023 (31 December 2022: £426.3 million). This is equivalent to 54.0 pence per share (2022: 54.0 pence per share).  Key movements on the balance sheet in 2023 include: 

 

● 

Intangible assets - intangible fixed assets have decreased £52.2 million.  This is largely due to additions of £12.9 million offset by amortisation charge on intangible assets of £41.6 million and net foreign exchange losses of £23.5 million. 

●  

The Group has a substantially reduced net debt position of c.£78.6 million (31 December 2022: net debt £119.8 million), reflecting strong cash generation which has contributed to the continued deleveraging of the balance sheet.

 

 

Prior Year Adjustment

 

We have identified the need to make a correction to the presentation of the 2022 and 2021 balance sheets where goodwill and deferred tax of £15.8 million at 31 December 2022 and £14.1 million 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 acquisition in 2016, 2020 and 2021.  The adjustment reflects the tax efficient acquisition 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 presentation of the balance sheet to reflect this correction.  For details of the presentational changes made, refer to note 22.  The presentational changes made have no impact on reported revenue or profit, or cash generation in the years and no material impact on net assets.

 

Key Performance Indicators (KPIs)   

 

The Group's KPIs are revenue and organic revenue growth, adjusted EBIT, cash conversion and adjusted diluted EPS.  A discussion of performance against each KPI is contained within the narrative above.    

               

The profitability of the business, which has a relatively low fixed-cost base, is managed primarily via the divisional revenue review, with secondary measures addressing employee utilisation and project margin reviews in Content & Services.  

 

Cash flow is reviewed at a Group level, aided by rolling cash forecasts and monitoring cash balances.  There is a focus on working capital which is reviewed primarily against debtor days and combined debtor, WIP and deferred income days measures.  

 

Adjusted diluted EPS, as well as incorporating all the elements of the above KPI's, is additionally impacted by the Group's treasury and taxation activities.  These activities are carried out within the Group's Finance Team and seek to manage the Group's net finance and taxation charge. 

 

 

Kath Kearney-Croft 

Chief Financial Officer 

15th April 2024  

 

Consolidated Statement of Comprehensive Income

Year ended 31 December 2023

 

 

 

 

Year ended 31 Dec

Year ended 31 Dec

 

 

 

2023

2022

 

Note

 

£'000

£'000




 





 


Revenue

3


562,305

588,587

Operating expenses



(499,642)

(532,743)

Share-based payment charge



(4,381)

(6,693)

Profit on sale of joint venture

10


425

1,242

Share of profit from equity accounted investment

4


-

155

 



 


Operating profit



58,707

50,548


 


 


Analysed as:

 


 


Adjusted EBIT



98,539

99,925

Adjusting items included in Operating profit

4


(39,832)

(49,377)

Operating profit



58,707

50,548

 



 


Finance expenses



(14,132)

(10,475)

Finance income



1,032

429




 


Profit before taxation from continuing operations



45,607

40,502

 



 


Income tax charge

5


(13,015)

(10,075)

 

 


 


Profit after taxation from continuing operations

 


32,592

30,427

 

 


 


Loss on discontinued operations, net of tax

6


(3,138)

(21)

 

 


 


Profit for the year

 


29,454

30,406

 

 


 


Other comprehensive income:

 


 


Items that may be subsequently reclassified to profit or loss

 


 


Exchange differences on translating foreign operations

 


(20,169)

30,961

Total comprehensive income for the year attributable to owners of the parent Company

 


 

9,285

61,367

 

 


 


Earnings per share from continuing operations:



 


Basic (pence)

7


4.121

3.860

Diluted (pence)

7


3.985

3.712

Adjusted earnings per share from continuing operations:



 


Basic (pence)

7


8.069

8.314

Diluted (pence)

7


7.803

7.996

 



 


Earnings per share from continuing and discontinued operations:



 


Basic (pence)

7


3.724

3.857

Diluted (pence)

7


3.601

3.710

Adjusted earnings per share from continuing and discontinued operations:

 


 


Basic (pence)

7


7.680

8.443

Diluted (pence)

7


7.427

8.121


Consolidated Statement of Financial Position

 

 

31 Dec

2023

£'000

Restated

31 Dec

2022

£'000

 

Note

Non-current assets


 

 

Property, plant and equipment

8

2,217

2,857

Right-of-use assets

8

6,812

11,808

Intangible assets

9

493,016

545,214

Deferred tax assets

13

6,147

4,077

Other receivables, deposits and prepayments

12

2,093

1,874

Investments accounted for under the equity method

10

-

-

Amounts recoverable on contracts


-

1,303



510,285

567,133



 


Current assets


 


Trade receivables

11

107,962

136,025

Other receivables, deposits and prepayments

12

14,374

16,765

Amounts recoverable on contracts


25,757

33,221

Inventory


1,260

2,432

Corporation tax receivable


5,155

-

Amount owing from related parties


-

59

Cash and bank balances


72,522

94,847

Restricted cash balances


2,389

2,608



229,419

285,957



 


Assets in disposal groups classified as held for sale

20

8,007

8,369



 


Total assets

 

747,711

861,459



 


Current liabilities


 


Lease liabilities

17

4,423

5,082

Trade and other payables

14

133,950

180,634

Borrowings

16

30,091

36,714

Provisions

18

2,026

1,602

Corporation tax payable


8,237

602

ESPP scheme liability


995

500



179,722

225,134



 


Non-current liabilities


 


Lease liabilities

17

6,913

9,792

Deferred tax liabilities

13

5,744

11,500

Other long-term liabilities

15

405

3,517

Borrowings

16

120,984

177,944

Corporation tax payable

5

756

1,431

Provisions

18

621

1,857



135,423

206,041

 


 


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

20

5,335

3,984

 


 


Total liabilities


320,480

435,159



 


Net assets


427,231

426,300



 


Equity


 


Share capital


2,967

2,962

Share premium account


318,698

318,183

Merger reserve


31,983

31,983

Reverse acquisition reserve


(22,933)

(22,933)

Share-based payment reserve


18,974

14,714

Foreign exchange translation reserve


5,560

25,729

Retained earnings


71,982

55,662

Total equity


427,231

426,300






Consolidated Statement of Changes in Equity

Year ended 31 December 2023

 

 

    Share

capital

Share

Premium

Merger reserve

Reverse acquisition reserve

Share-based

payments

reserve

Translation

reserve

Retained earnings

Total equity

 

 

    Note

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 January 2022


3,034

317,114

31,983

(22,933)

11,148

(5,232)

36,224

371,338

Profit for the period


-

-

-

-

-

-

30,406

30,406

Exchange differences on translating foreign operations


-

-

-

-

-

30,961

-

30,961

Total comprehensive profit for the period

 

-

-

-

-

-

30,961

30,406

61,367

Issue of shares net of share issue costs


8

1,029

-

-

-

-

-

1,037

Reserve transfer


(80)

40

-

-

-

-

40

-

Credit to equity for equity settled share-based

payments


-

-

-

-

6,693

-

-

6,693

Credit to equity treated as consideration for equity

settled share-based payments


-

-

-

-

542

-

-

542

Tax charge on share options


-

-

-

-

-

-

(1,946)

(1,946)

Distributions in respect of cancelled options


-

-

-

-

(3,669)

-

-

(3,669)

Dividends paid


-

-

-

-

-

-

(9,062)

(9,062)

Transactions with owners

 

(72)

1,069

-

-

3,566

-

(10,968)

(6,405)

Balance at 31 December 2022

 

2,962

318,183

31,983

(22,933)

14,714

25,729

55,662

426,300

Profit for the period


-

-

-

-

-

-

29,454

29,454

Exchange differences on translating foreign operations


-

-

-

-

-

(20,169)

-

(20,169)

Total comprehensive profit for the period

 

-

-

-

-

-

(20,169)

29,454

9,285

Issue of shares net of share issue costs


5

515

-

-

-

-

-

520

Credit to equity for equity settled share-based

payments


-

-

-

-

4,381

-

-

4,381

Tax charge on share options


-

-

-

-

-

-

(520)

(520)

Distributions in respect of cancelled options


-

-

-

-

(121)

-

-

(121)

Exercise of share options through trust


-

-

-

-

-

-

38

38

Dividends paid

19

-

-

-

-

-

-

(12,652)

(12,652)

Transactions with owners

 

5

515

-

-

4,260

-

(13,134)

(8,354)

Balance at 31 December 2023

 

2,967

318,698

31,983

(22,933)

18,974

5,560

71,982

427,231


Consolidated Statement of Cash Flows

 

 

Year ended

31 Dec

Year ended

31 Dec

 

 

2023

2022

 

Note

£'000

£'000

 


 


Cash flows from operating activities


 


Profit before taxation from continuing operations


45,607

40,502

Loss before taxation from discontinued operations

6

(3,488)

(26)

Adjustments for:


 


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


2,163

230

Share-based payment charge


4,381

7,235

Amortisation of intangible assets

9

41,551

43,183

Depreciation of plant and equipment

8

1,492

2,141

Depreciation of right-of-use assets

8

3,741

4,343



 


Impairment of goodwill and acquired intangibles

9

-

7,958

Finance expense (including IFRS 16 finance charge)


518

573

Interest on borrowings


13,614

9,102



 


Acquisition-related contingent consideration and earn-outs

4

224

3,273

Fair value movement on contingent consideration

4

-

(21)

Payment of acquisition-related contingent consideration and earn-outs


(4,636)

(6,139)

Profit on sale of joint venture

10

(425)

(1,242)

Share of profit in equity accounted investment

10

-

(155)

Interest income


(1,032)

(429)

Other non-cash items


2,000

-

Operating cash flows before working capital changes


105,710

110,528

Decrease / (Increase) in trade and other receivables


21,692

(6,521)

Decrease / (Increase) in inventory


1,052

(1,210)

Decrease in amount recoverable on contracts


8,269

3,647

Decrease in payables


(40,581)

(14,317)

Cash generated from operations


96,142

92,127

Income tax paid


(16,649)

(20,180)

Net cash flows from operating activities


79,493

71,947

 


 


Cash flows used in investing activities


 


Purchase of property, plant and equipment

8

(1,192)

(1,641)

Development of intangible assets

9

(12,883)

(9,966)

Sale of Investment in associates and joint ventures

10

425

2,300

Net cash flows used in investing activities

 

(13,650)

(9,307)



 


Cash flows used in financing activities


 


Dividends paid

19

(12,652)

(9,062)



 


Repayment of bank loans

16

(51,315)

(38,458)

Interest paid


(16,714)

(4,609)

Interest received


1,032

352

Issue of ordinary share capital net of share issue costs


520

1,037

Contingent consideration payments in the period


-

(705)

Interest paid on lease liabilities

17

(546)

(614)

Payments for lease liabilities

17

(5,192)

(6,719)

Net cash flows used in financing activities


(84,867)

(58,778)

 

 

 


Net (decrease) / increase in cash and cash equivalents


(19,024)

3,862

Cash and cash equivalents at beginning of the year


94,847

83,850

Exchange movements on cash


(3,301)

7,135

Cash and cash equivalents at end of the year


72,522

94,847

 

1.       General information

 

 

The financial information for the year ended 31 December 2023 and the year ended 31 December 2022 does not constitute the company's statutory accounts for those years.

 

Statutory accounts for the year ended 31 December 2022 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 December 2023 will be delivered to the Registrar of Companies in due course.

 

The auditors' reports on the accounts for 31 December 2023 and 31 December 2022 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

Learning Technologies Group plc ('the Company') and its subsidiaries (together, 'the Group') provide a range of talent and learning solutions, content, services and digital platforms, to corporate and government clients. 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.       Summary of material accounting policies

 

The material accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied unless otherwise stated.

 

a   Basis of preparation

 

The consolidated financial statements have been prepared in accordance with UK adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

 

Going concern

 

The Directors report that the going concern basis is appropriate for a period of at least 12 months from the approval of these financial statements.  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 are supplemented when required by additional drawings under the Group's committed $50.0 million revolving credit facility (RCF) and an uncommitted $50.0 million accordion facility, which are available until 2025.

 

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.

 

This 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 (£39.3 million at the year-end exchange rate) and a $50.0 million uncommitted accordion facility (£39.3 million at the year-end exchange rate), both available until July 2025.  The term facility attracts variable interest based on LIBOR plus a margin of between 1.5% 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.

 

In addition, a 12 month extension request is available to the Group for Term Facility A and the RCF.

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.

 

On 29 September 2023 the Group made a voluntary additional repayment of $25.0m on the term loan.

 

The Group continues to hold a strong liquidity position overall at 31 December 2023, with gross cash and cash equivalents of £72.5 million and net debt of £78.6 million (see note 16) (31 December 2022: gross cash was £94.8 million and net debt of £119.8 million).  Whilst there are a number of risks to the Group's trading performance, 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, business acquisitions, and borrowing facilities. The Group's forecasts demonstrate it will generate profits and cash in the going concern period, which runs to 30 June 2025.  In addition, the Group continues to have 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. 

 

The Group has also assessed a range of downside scenarios to assess if there is a significant risk to the Group's liquidity position. The forecasts and scenarios prepared consider our trading experience to date and we have modelled downside scenarios such as:

 

i.    10% and 25% reductions in revenues;

ii.    increasing customer payment days (DSO) by 15 days;

iii.   combining 10% reduction in revenues and increasing DSO by 15 days;

iv.   increasing costs by 8% from H1 2024; and

v.   modelling high cost inflation above that in (IV) above to determine the level where a covenant breach could occur.

 

The Directors have concluded that it is appropriate to adopt the going concern basis of accounting in preparing the Annual Report, having undertaken a review of the detailed forecasts for the going concern period  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. 

 

Changes in accounting policies

 

(i)   New standards, interpretations and amendments adopted from 1 January 2023

 

New standards impacting the Group that have been adopted in the annual financial statements for the year ended 31 December 2023 are:

 

Amendments to IAS 7

Demand deposits with restrictions on use arising from a contract with a third party

Amendments to IAS 12

International tax reform - pillar two model rules

Amendments to IFRS15

Principal vs Agent: Software reseller

Amendments to IAS 37

Negative low emissions vehicle credits

Amendments to IAS 32

Special Purpose Acquisition Companies (SPAC): Classification of public shares as financial liabilities or equity

Amendments to IFRS 17

Transfer of insurance coverage under a group of annuity contracts

Amendments to IFRS 17 and IAS 21

Multi-currency groups of insurance contracts

Amendments to IFRS 9 and IFRS 16

Lessor forgiveness of lease payments

 

The Group has considered the above new standards and amendments and has concluded that, they are either not relevant to the Group or they do not have a significant impact on the Group's consolidated financial statements.

 

(ii)   New standards, interpretations and amendments not yet effective

 

At the date of authorisation of these consolidated Group financial statements, the following standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK).  Management are currently assessing the impact of these new standards on the group.

 

Amendments to IAS 1

Classification of non-current liabilities with covenants and information provided relating to liabilities subject to these conditions.

 

Amendments to IAS 7 and IFRS 7

Disclosures to enhance the transparency of supplier finance arrangements and their effect on the company's liabilities, cash flows and exposure to liquidity risk.

 

Amendments to IAS 21

Lack of exchangeability relating to foreign currency transactions and operations.

 

Amendments to IFRS 16

Leases in sale and leaseback

 

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, 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 and are discussed further in the Glossary.

 

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 (refer to note 4) 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 payments charges, contingent consideration and earn-outs, cloud computing configuration and customisation costs,  the share of profit in equity accounted investments, profit on the sale of a joint venture and fixed asset or right-of-use asset disposal gains or losses.

 

b   Basis of consolidation

 

A subsidiary is defined as an entity over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

Business combinations accounted for under the acquisition method and merger relief has been taken on recognising the shares issued on acquisition, where applicable.

 

Under the acquisition method, the results of the subsidiaries acquired or disposed of are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries' net assets are determined and these values are reflected in the Consolidated Financial Statements. The cost of acquisition is measured at the aggregate of the fair values at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.  Any excess of the purchase consideration of the business combination over the fair value of the identifiable assets and liabilities acquired is recognised as goodwill. Goodwill, if any, is not amortised but reviewed for impairment at least annually. If the consideration is less than the fair value of assets and liabilities acquired, the difference is recognised directly in the statement of comprehensive income. Acquisition-related costs are expensed as incurred.

 

Intra-group transactions, balances and unrealised gains on transactions are eliminated. Intragroup losses may indicate an impairment which may require recognition in the consolidated financial statements. Where necessary, adjustments are made to the Financial Statements of subsidiaries to ensure consistency of accounting policies with those of the Group.

 

3.       Segment analysis

 

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision maker (which takes the form of the Board of Directors of the Company), in order to allocate resources to the segment and to assess its performance.

 

The Directors of the Company consider there to be two reportable segments, being the Content & Services division and the Software & Platforms division.  A majority of sales were generated by the operations in North America in the year ended 31 December 2023 and in the year ended 31 December 2022.

 

For income and expenses relating to the Group's administrative functions that are not directly attributable to a reporting segment, these are apportioned based on revenue.

 

SaaS, long-term contract and transactional revenue is defined in the Glossary.

 

Geographical information

 

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

 

 

UK

Mainland Europe

North America

Asia Pacific

Rest of the world

Total

 

£'000    

   £'000

£'000

£'000

£'000

     £'000

31 Dec 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

 







31 Dec 2022







Revenue from continuing operations

58,679

71,637

407,343

21,824

29,104

588,587

Revenue from discontinued operations

8,315

-

-

-

-

8,315

Total Revenue

66,994

71,637

407,343

21,824

29,104

596,902

 







Non-current assets (restated)

31,017

569

511,876

19,177

417

563,056

 

The total non-current assets figure is exclusive of deferred tax assets in each of the periods above, with the 2022 balances being restated as described in note 22.

 

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

 

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

 



 

 

31 December 2022

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

89,405

175,359

5,395

270,159

29,925

108,909

4,106

3,952

146,892

417,051

Transactional

29,530

99,105

35,557

164,192

-

85

7,259

-

7,344

171,536

Total Revenue

118,935

274,464

40,952

434,351

29,925

108,994

11,365

3,952

154,236

588,587

Depreciation & amortisation




(6,544)





(7,400)

(13,944)

Adjusted EBIT

 

 

 

59,902

 

 

 

 

40,023

99,925

Amortisation of acquired intangibles




(15,833)





(19,890)

(35,723)

Acquisition related adjusting items




(4,619)





(2,991)

(7,610)

Other adjusting items




(7,023)





979

(6,044)

Finance expenses




(7,414)





(2,632)

(10,046)

Profit before tax

 

 

 

25,013

 

 

 

 

15,489

40,502


 

 

 

 

 

 

 

 

 

 

Additions to intangible assets




445





9,521

9,966

Total Assets (restated)

 

 

 

635,718

 

 

 

 

225,741

861,459

 

Effective within this report, there are 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 prior year's comparative results 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, with the 2022 balances being restated as described in note 22.

Information about major customers

           

In the year ended 31 December 2023 and the year ended 31 December 2022, no customer accounted for more than 10 per cent of reported revenues.

 

4.       Adjusting items

 

These items are included in 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 in note 2.

 

 

 

31 Dec

31 Dec

 

 

2023

2022

 

Note

£'000

£'000

Adjusting items included in Operating profit:


 


Acquisition related costs:


 


Amortisation of acquired intangibles


32,706

35,723

Acquisition-related contingent consideration and earn-outs


224

3,273

Acquisition-related share-based payment charge


-

542

Fair value movement on contingent consideration


-

(21)

Transaction costs


-

304

Integration costs


2,410

3,512

Total acquisition related costs


35,340

43,333



 


Other adjusting items:


 


Impairment of goodwill and intangibles


-

7,958

Loss on disposal of fixed assets


124

5

Loss on disposal of right-of-use assets


2,039

228

Share of profit of equity accounted investments


-

(155)

Profit on sale of joint venture

10

(425)

(1,242)

Cloud computing configuration and customisation costs


292

719

Restructuring costs


2,537

-

Costs relating to asset held for sale

20

529

-

Other income


(604)

(1,469)

Total other adjusting items


4,492

6,044



 


Total adjusting items


39,832

49,377





 

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

-     Amortisation of acquired intangibles - the cost of £32.7 million (2022: £35.7 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.

-     Impairment of goodwill and intangibles- these costs were excluded from the adjusted results of the Group in 2022 as the costs were one-off charges related to closure of the non-core UK apprenticeship business in early 2023, as announced in 2022.

-     Restructuring costs relate to the resizing of the organisation aligning to a more challenging macro environment.

-     Acquisition-related share-based payments, 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.

-     Fair value movement on contingent consideration - similar to the above, any adjustments to contingent consideration through profit or loss are excluded from adjusted results on the basis that it is non-cash non-operational income or costs.

-     Transaction and integration costs - the costs of acquiring and integrating 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 £2.4 million integration costs is £1.2 million incremental labour cost and £1.2 million relating to various system integrations, insurances and legal and professional fees.

-     Other income in 2023 relates a carve-out of the external staffing business of TTi Global, part of GP Strategies, for a cash consideration of approximately $800k.  In 2022 the income related to amounts received in relation to a contract.  In both cases, these are considered adjusting items due to the 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.

 

5.       Income tax

 

Of the total income tax expense as set out in the table below, £13,015,000 relates to taxation on continuing operations (2022: expense £10,075,000) and £350,000 relates to tax credit on discontinuing operations (2022: credit £5,000).

 

 

31 Dec

31 Dec

 

2023

2022

 

£'000

£'000

Current tax expense:

 


- UK current tax on profits for the year

5,502

(282)

- Adjustments in respect to prior years

(1,029)

2,522

- Foreign current tax on profits for the year

16,441

19,193

Total current tax

20,914

21,433

Deferred tax (note 13):

 


- Origination and reversal of temporary differences

(12,158)

(7,459)

- Adjustments in respect to prior years

2,129

(3,597)

- Change in deferred tax rate

1,780

(307)

Total deferred tax

(8,249)

(11,363)


 


Income tax expense

12,665

10,070

 

The increases in UK current tax primarily relate to the increase in intercompany interest income between the UK and US arising from changes in interest rates which were on average 6.7%, increased from the prior year average of 3.4%

 

The 'changes in tax rate' reflect the remeasuring of temporary differences. This primarily arises as a result of adjustments to the deferred tax rate applied to the amortisation of acquired intangibles deferred tax liabilities recognised at the consolidated level of £2.1 million and favourable impact from US of £0.3 million due to the change in the blended tax rate derived from state income apportionment as well as fluctuations in state tax rates.

                                                                              

In 2022 the Group completed a tax study to confirm the availability of US federal losses acquired with the PeopleFluent and Reflektive acquisitions and determined that tax effected losses amounting to £24.7 million were available for recognition, consisting of £12.9 million for the period 2022-2038 and £11.8 million to be carried forward indefinitely. The Group considered both positive and negative evidence available and recognised a deferred tax asset for losses of £5.5 million, of which £2.6 million was utilised in 2022 and £2.9 million expected to be utilised over the subsequent three-year period in line with the forecast period prepared for the Group.  In 2023 the Group has continued to apply this principle and has recognised deferred tax assets of £0.6 million representing an additional year of availability in line with the forecast period. In 2023, the Group similarly completed a tax study to confirm the availability of US state losses in respect of these acquisitions and recognised a deferred tax asset of £1.0m for losses expected to be utilised over the same subsequent three-year period.

 

The Group has identified and reflected adjustments in respect to prior years deferred tax expense amounting to £2.1 million, primarily arising in the US in respect of recognition of deferred tax liabilities of amount £1.9 million related to goodwill and intangibles, and other prior year adjustments of net amount £0.2 million.

 

The current year deferred tax credit of £12.2 million, arising from the origination and reversal of temporary differences, primarily relates to the deferred tax liability release associated with acquired intangible amortisation and impairments amounting to £8.8 million, net deferred tax assets arising in the US of amount £3.0 million and other net timing differences of £0.4 million.   The temporary

 

differences arising in the US consist of deferred tax assets in respect of provisions amounting to £4.3 million, the deferred tax asset in respect of capitalised R&D of amount £2.5 million, offset by utilisation of deferred tax losses of £1.6 million, accelerated tax depreciation of amount £2.2 million, deferred revenue £1.1 million and other net timing differences of £0.1 million.

 

The £0.8 million non-current corporation tax liability is in relation to amounts payable over eight years by GP Strategies Corporation and TTi Global, Inc. in relation to 2017 US tax reform, decreased from the prior year amount payable of £1.4 million.  This will be fully settled by 2025.

 

A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to the income tax expense at the effective tax rate of the Group is as follows:

 

 

 

31 Dec

31 Dec

 

 

   2023

2022

 

 

   £'000

£'000



 


Profit before taxation from continuing and discontinued operations


42,119

40,476



 


Tax calculated at the domestic tax rate of 23.50% (2022: 19.00%):


9,898

7,690



 


Tax effects of: -


 


Expenses not deductible for tax purposes


1,896

2,147

Adjustments to corporation tax in respect to prior years


(1,029)

2,522

Adjustments to deferred tax in respect to prior years


2,129

(3,597)

Recognition of previously unrecognised losses


(1,000)

-

Effect of differences in tax rates


771

1,308



12,665

10,070

 

The aggregate current and deferred tax directly charged to equity amounted to £520,000 (2022: charge £1,946,000).

 

6.       Loss on discontinued operations, net of tax

 

The table below show the results of the discontinued operations which are included in the Group Income Statement and Group Statement of Cash Flows respectively.

 

The discontinued operations relate to the closure of non-core operations.  Prior to 31 December 2022, management announced that it planned to exit the UK apprenticeship business which then ceased trading on 31 March 2023.

 

 

 

31 Dec

 2023

31 Dec

 2022

 

 

 

£'000

£'000

Revenue


34

8,315

Operating expenses


(3,522)

(8,341)



 


Operating loss


(3,488)

(26)



 


Adjusted EBIT


(3,425)

1,018

Adjusting items included in Operating loss


 


  (Loss) / profit on disposal of fixed assets


(3)

3

  Closure costs


(60)

(1,047)

Operating loss


(3,488)

(26)



 


Loss before taxation


(3,488)

(26)

 


 


Taxation


350

5

 


 


Loss after taxation


(3,138)

(21)

 

 

 

 

31 Dec

 2023

31 Dec

 2022

 

 

 

£'000

£'000

Cash flow from operating activities

 

 

 

Loss before taxation

 

(3,488)

(26)

Adjustments for:

 

 

 

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

 

3

(3)

Other non-cash items

 

2,000

-

Net cash used in operating activities


(1,485)

(29)



 


Net cash (used in) / from investing activities


(3)

3



 


Net cash used in discontinued operations

 

(1,488)

(26)

 

 

 

 



 

7.       Earnings per share

 

 

31 December 2023

 

31 December 2022

 

Continuing operations

Total operations

Continuing operations

Total operations

 

Pence

Pence

Pence

Pence


 




Basic earnings per share

4.121

3.724

3.860

3.857


 

 



Diluted earnings per share

3.985

3.601

3.712

3.710


 

 




 

 



Adjusted basic earnings per share

8.069

7.680

8.314

8.443


 

 



Adjusted diluted earnings per share

7.803

7.427

7.996

8.121


 

 



 

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 year.

 

Diluted earnings per share is calculated by adjusting the weighted average number of shares outstanding to assume conversion of all potential dilutive shares, namely share options or deferred consideration payable in shares where the contingent conditions have been met.

 

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 diluted earnings per share has been calculated to also include the contingent shares payable as deferred consideration on acquisitions where the future conditions have not yet been met, as shown below. 

 

Adjusted earnings per share is stated after the impact of the adjusting items disclosed in note 4. 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 and discontinued operations is based on the following earnings and number of shares.

 


2023

2022


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


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

29,454

790,920

3.724

30,406

788,295

3.857


 

 

 




Effect of adjustments:

 

 

 




Total adjusting items (see note 4)

39,895

 

 

50,421



Income tax expense

12,665

 

 

10,070



Effect of adjustments

52,560

 

6.645

60,491


7.674

Adjusted profit before tax

82,014

 

 

90,897



Tax impact after adjustments

(21,272)

 

(2.690)

(24,338)


(3.087)

Adjusted basic earnings per ordinary share

60,742

790,920

7.680

66,559

788,295

8.443


 

 

 




Effect of dilutive potential ordinary shares:

 

 

 




Share options

 

26,947

(0.253)


31,310

(0.322)

Adjusted diluted earnings per ordinary share

60,742

817,867

7.427

66,559

819,605

8.121

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

29,454

817,867

3.601

30,406

819,605

3.710

 



 

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

 


2023

2022


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


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

32,592

790,920

4.121

30,427

788,295

3.860


 

 

 




Effect of adjustments:

 

 

 




Total adjusting items (see note 4)

39,832

 

 

49,377



Income tax expense / (credit)

13,015

 

 

10,075



Effect of adjustments

52,847

 

6.682

59,452


7.542

Adjusted profit before tax

85,439

 

 

88,879



Tax impact after adjustments

(21,622)

 

(2.734)

(24,343)


(3.088)

Adjusted basic earnings per ordinary share

63,817

790,920

8.069

65,536

788,295

8.314


 

 

 




Effect of dilutive potential ordinary shares:

 

 

 




Share options

 

26,947

(0.266)


31,310

(0.320)

Adjusted diluted earnings per ordinary share

63,817

817,867

7.803

65,536

819,605

7.996

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

32,592

817,867

3.985

30,427

819,605

3.712



 

8.       Property, plant, equipment and right-of-use assets

 


 

 

 

 

Right-of-use assets


Computer equipment

   Fixtures

and

fittings

Leasehold

Improvements

Total

Computer equipment

 

Property

 

Motor vehicles

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Cost

 


 

 

 

 

 

 

At 1 January 2022

1,804

438

1,617

3,859

559

23,347

134

24,040

Reclassification

1,134

140

(1,274)

-

-

-

-

-

Additions

1,515

103

23

1,641

-

2,062

-

2,062

Foreign exchange differences

2,042

(26)

229

2,245

12

199

-

211

Reclassified as assets held for sale

(236)

(48)

(43)

(327)

-

(278)

-

(278)

Disposals

(591)

(233)

(159)

(983)

(101)

(4,065)

(57)

(4,223)










At 31 December 2022

5,668

374

393

6,435

470

21,265

77

21,812

Additions

1,111

12

69

1,192

102

3,044

-

3,146

Foreign exchange differences

(314)

262

(180)

(232)

(1)

204

-

203

Reclassified as assets held for sale

-

-

-

-

-

74

-

74

Disposals

(1,799)

(28)

(139)

(1,966)

-

(7,109)

-

(7,109)










At 31 December 2023

4,666

620

143

5,429

571

17,478

77

18,126

Accumulated Depreciation


At 1 January 2022

281

124

222

627

186

6,596

13

6,795

Charge for the year

1,619

270

252

2,141

161

4,129

53

4,343

Reclassification

129

-

(129)

-

-

-

-

-

Reclassified as assets held for sale

(178)

(47)

(43)

(268)

-

(105)

-

(105)

Disposals

(480)

(221)

(148)

(849)

(20)

(987)

(22)

(1,029)

Foreign exchange differences

1,765

(10)

172

1,927

-

-

-

-










At 31 December 2022

3,136

116

326

3,578

327

9,633

44

10,004

Charge for the year

1,189

137

166

1,492

131

3,584

26

3,741

Reclassified as assets held for sale

-

-

-

-

-

1

-

1

Disposals

(1,711)

(27)

(103)

(1,841)

-

(2,432)

-

(2,432)

Foreign exchange differences

(25)

254

(246)

(17)

-

-

-

-










At 31 December 2023

2,589

480

143

3,212

458

10,786

70

11,314

 









Net book value


 







At 31 December 2022

2,532

258

67

2,857

143

11,632

33

11,808

 









At 31 December 2023

2,077

140

-

2,217

113

6,692

7

6,812

 









 

The above property, plant and equipment and right-of-use assets includes items held as security as part of the fixed and floating charge over the assets of the Group, refer to note 16 for further details of the Group's borrowings.

 

The reclassifications in the prior year relate to misclassification of assets acquired as part of a business combination in 2021.

 

9.       Intangible assets

 

 

 

 

Goodwill

Customer contracts and  relationships

 

 

Branding

Acquired software and Intellectual Property

Internal Software Development

 

Total

 

 

£'000

£'000

£'000

£'000

£'000









Cost

 

 

 

 

 

 

 

At 1 January 2022 (restated)


323,624

188,860

15,277

90,314

26,199

644,274

Additions


-

-

-

-

9,966

9,966

Adjustment related to cloud computing costs


-

-

-

-

(640)

(640)

Reclassified as assets held for sale


(501)

(1,095)

(450)

(28)

-

(2,074)

Impairment


(5,401)

(2,581)

(497)

(59)

-

(8,538)

Foreign exchange differences


33,789

13,937

2,448

9,345

2,291

61,810

At 31 December 2022 (restated)

 

351,511

199,121

16,778

99,572

37,816

704,798

Additions


-

-

-

12,883

12,883

Disposals


-

-

-

(124)

(124)

Foreign exchange differences


(16,019)

(4,999)

(794)

(1,825)

(28,243)

At 31 December 2023

 

335,492

194,122

15,984

94,966

48,750

689,314








Accumulated amortisation

At 1 January 2022


-

70,947

2,068

23,179

14,838

111,032

Amortisation charged in year


-

20,651

3,056

12,016

7,460

43,183

Reclassified as assets held for sale


-

(182)

(105)

(7)

-

(294)

Impairment


-

(446)

(120)

(14)

-

(580)

Foreign exchange differences


-

2,703

981

1,944

615

6,243

At 31 December 2022

 

-

93,673

5,880

37,118

22,913

159,584

Amortisation charged in year


-

18,736

2,822

11,148

8,845

41,551

Disposals


-

-

-

-

(115)

(115)

Foreign exchange differences


-

(1,766)

(289)

(1,763)

(904)

(4,722)

At 31 December 2023

 

-

110,643

8,413

46,503

30,739

196,298

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

 

At 31 December 2022 (restated)


351,511

105,448

10,898

62,454

14,903

545,214

 

At 31 December 2023


335,492

83,479

7,571

48,463

18,011

493,016

 



 

The Goodwill balances have been restated as at 1 January and 31 December 2022 relating to a prior period adjustment as described in note 22.

 

The above intangible assets are held as security as part of the fixed and floating charge over the assets of the Group, refer to note 16 for further details of the Group's borrowings.

 

Goodwill and acquisition-related intangible assets recognised have arisen from acquisitions.  Internal software development reflects the recognition of development work undertaken in-house.

 

The amortisation charge for the year of £41.6 million (2022: £43.2 million) includes £32.7 million (2022: £35.7 million) relating to acquired intangibles. Amortisation is included within operating expenses in the Statement of Comprehensive Income.

 

The goodwill acquired in each of the acquisitions is not expected to be deductible for tax purposes except where arising in the US as an acquisition of a single member limited liability company, this is treated as an asset purchase for tax purposes and hence tax deductible.

 

Annual impairment review

 

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units ('CGUs') that are expected to benefit from that business combination. Following a change in the aggregation of cash inflow and assets for identifying CGUs discussed above, the Group has eight (2022: nine) CGUs.  The carrying amount of goodwill has been allocated as follows:

 

CGU

Goodwill

 

Growth rate for years 2 to 5

Post-tax discount rate


2023

2022 (restated)

2023

2022

2023

2022


£'000

£'000

%

%

%

%

Content & learning services

2,180

12,712

7%

2%

10.8%

10.7%

Diversity & inclusion

19,434

28,020

5%

6%

10.3%

10.6%

Software solutions

143,568

150,612

2%

4%

10.8%

10.6%

GP Strategies - Global Services

66,586

35,839

4%

5%

10.3%

10.2%

GP Strategies - Americas

87,175

106,894

4%

5%

10.3%

10.1%

GP Strategies - Europe

1,839

2,933

4%

4%

12.0%

10.2%

GP Strategies - AMEA

3,443

2,623

5%

5%

11.2%

10.2%

GP Strategies - Effective People

11,768

12,379

6%

8%

12.0%

10.2%

GP Strategies - SFA

-

-

-%

-%

-

16.8%


335,993

352,012





              

During the year GP Strategies reorganised its BPO business from Americas CGU to Global Services CGU and comparatives for 2022 have been restated accordingly, in order to align to how the business is managed and monitored, but also due to product and service offerings becoming increasingly interrelated.

 

The Content & Services and Diversity & Inclusion CGUs have been amended in 2023 to reflect the transfer of trade and assets relating to Leo Learning and PDT to GP Strategies with effect from January 2023.

 

The difference between the net book value of the Goodwill generated on acquisitions as at 31 December 2023 of £335,492,000 and the £335,993,000 stated above relates to £501,000 of Goodwill relating to assets classified as held for sale (see note 20).

 

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates (being the companies cost of capital), growth rates (based on Board approved forecasts and estimated growth rates in years 2 to 5) and future EBIT margins (which are based on past experience). The Group monitors its pre-tax Weighted Average Cost of Capital and those of its competitors using market data. In considering the discount rates applying to CGUs, the Directors have considered the relative sizes, risks and the 
inter-dependencies of its CGUs. The impairment reviews use a discount rate adjusted for post-tax cash flows.

 

The Group prepares cash flow forecasts derived from the 2024 financial plan approved by the Board and extrapolates revenues, net margins and cash flows for the following four years based on forecast growth

rates of the CGUs. Cash flows beyond this five-year period are also considered in assessing the need for any impairment provisions. The growth rates are based on internal growth forecasts of between 2% and 7% for the first five years. The terminal rate used for the value in use calculation thereafter is 2.0%.

 

All CGUs have substantial headroom between the calculated value-in-use and the net book value except for the GP Strategies - SFA CGU which has been fully impaired following the Board's announcement in December 2022 regarding closure of the UK apprenticeship business in early 2023.  Approximately 80% of operations within the GP Strategies - SFA CGU are being discontinued. The remaining contracts within the CGU are of uncertain longevity and management are not targeting further investment in this area. The resultant impairment charge for 2022 was £8.0 million.

 

Sensitivity analysis

 

A reduction to 0% for the terminal rate applied to the cash flows (with other assumptions remaining constant) would not result in an impairment to any CGU.

 

A 10% decrease in the 2024 cash flows used in the discounted cash flow model for the value-in-use calculation (with other assumptions remaining constant) would not result in an impairment to any CGU.

 

A 250bps increase in discount rates used in the discounted cash flow model for the value-in-use calculation (with other assumptions remaining constant) would not result in an impairment to any CGU.

 

A 10% decrease in the 2024 cash flows and a 250bps increase in the discount rates used in the discounted cash flow model for the value-in-use calculation (with other assumptions remaining constant) would not result in an impairment to any CGU. Our sensitivity analysis has concluded that these changes would not result in an impairment to any other CGU.

 

Management do not consider that any reasonably possible changes in the assumptions for the above CGUs would result in an impairment.

 

The forecast cash flows used within the impairment model are based on assumptions which are sources of estimation uncertainty and it is possible that significant changes to these assumptions could lead to an impairment of goodwill and acquired intangibles. Given the uncertainty surrounding the macroeconomic factors, geopolitical uncertainties and inflationary pressures on the Group's operations and on the global economy, management have considered a range of sensitivities on each of the key assumptions, with other variables held constant. The sensitivities which were each assessed in isolation include applying a 10 per cent reduction in the revenue assumption in the next financial year from the base cash flow projections, increasing the discount rate by 1% and reducing the long-term growth rates to 0%. Under these severe scenarios, the estimated recoverable amount of goodwill and acquired intangibles still exceeded the carrying value of all CGUs.

 

The sensitivity analysis showed that no reasonably possible change in assumptions would lead to an impairment.

 

Customer contracts, relationships, branding and Acquired IP

 

These intangible assets include the Group's aggregate amounts spent on the acquisition of industry-specific knowledge, software technology, branding and customer relationships. These assets arose from acquisition as part of business combinations.

 

The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset where no active market for the assets exists.

 

The cost of these intangible assets is amortised over the estimated useful life of each separate asset of between two and twelve years.

 

Internal software development

Internal software development costs principally comprise expenditure incurred on major software development projects and the production of generic e-learning content where it is reasonably anticipated that the costs will be recovered through future commercial activity.

 

Acquired software and Intellectual Property is amortised over the estimated useful life of between two and ten years.

 

10.     Investments accounted for using the equity method

 

Joint ventures

 

The joint venture has share capital consisting solely of ordinary shares, which are held directly by the Group. The nature of the investments is listed below.

 

 

 

 

Percentage of ordinary shares held by Group

Name of entity

Country of Registration or Incorporation

Principal activity

31 December 2023

31 December 2022

LEO Brasil Tecnologia Educacional Ltda (formerly Epic Brasil TecnologiaEducacional Ltda)

 

Brazil

Bespoke e-learning

-

17%

 

LEO Brasil Tecnologia Educacional Ltda

Since 31 December 2021 the Group's proportional ownership in LEO Brasil Tecnologia Educacional Ltda (formerly Epic Brasil Tecnologia Educacional Ltda) has been 17%. 

   

On 5 September 2023, the Group sold its 17% investment for proceeds of R$3 million (£0.4 million), realising a gain on sale of £0.4 million.

 

There is no other impact on these financial statements as the investment held had been fully impaired.

 

National Aerospace Solutions, LLC

 

 

 

Share of joint venture's net assets

Share of joint venture's net assets

 

 

2023

2022

 

 

£'000

£'000



 


Cost


 


At 1 January


-

1,018

Additions from acquisitions


-

-

Share of profit after tax


-

155

Disposals


-

(1,173)

Disbursements


-

-

Foreign exchange differences


-

-

At 31 December


-

-

 

The joint venture was acquired through the acquisition of GP Strategies and represents the Group's investment in National Aerospace Solutions, LLC, which has a Test Operations and Sustainment (TOS) Contract for the management and operations of the Arnold Engineering Development Complex in Tullahoma, Tennessee.

 

On 18th April 2022, the Group sold its 10% investment in National Aerospace Solutions LLC for proceeds of $3.0m (£2.3 million), realising a gain on sale of £1.2 million.

 

11.     Trade receivables

 

 

 

31 Dec

31 Dec

 

 

2023

2022

 

 

£'000

£'000



 


Trade receivables


113,080

140,951

Allowance for impairment losses


(5,118)

(4,926)



107,962

136,025

 

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 recognised or the date that the services are delivered and an associated contract asset is recognised.

 

 

 

2023

2022

 

 

£'000

£'000

 

 

 


Contract liabilities offset within trade receivables above


13,099

6,639

 

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.  To measure expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and aging.  The amounts receivables on contacts have similar risk characteristics to the trade receivables for similar types of contracts.

 

The expected loss rates are based on the Group's historical credit losses experienced in the previous period and then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers. 

 

The expected credit loss rate and the aged gross trade receivables and aged loss allowance as at 31 December are as follows:

 

31 December 2023

 

Expected Loss rate

Gross Trade receivable

Allowance for impairment losses

 

 


£'000

£'000

 

 




Not past due

 

-%

97,988

297






Past due:





- Less than three months


8%

5,512

422

- Three to six months

 

31%

1,713

524

-  Past six months

 

49%

7,867

3,875

Gross amount

 

 

113,080

5,118

 

 

31 December 2022

 

Expected Loss rate

Gross Trade receivable

Allowance for impairment losses

 

 


£'000

£'000

 

 




Not past due

 

1%

117,464

1,608






Past due:





- Less than three months


5%

12,143

619

- Three to six months

 

7%

2,637

184

-  Past six months

 

29%

8,707

2,515

Gross amount

 

 

140,951

4,926

 

The movement in the allowance for expected credit loss is as below:

 

 

 

2023

2022

 

 

£'000

£'000

 

 

 


At 1 January

 

4,926

2,543

Reclassified as assets held for sale


-

11

Additions


763

1,949

Release


(401)

-

Foreign exchange


(170)

423

At 31 December

 

5,118

4,926

 

As at 31 December 2023 trade receivables of £1,192,000 (2022: £1,091,000) had lifetime expected credit losses of the full value of the receivables.  The receivables due at the end of the financial year relate to 59 customers (2022: 51 customers) and have been fully provided based on the aged profile of the debt or public information available to management indicating the customers may be unable to settle the debt.

 

12.     Other receivables and prepayments

 

Current assets

 

 

 

 

 

31 Dec

31 Dec

 

 

2023

2022

 

 

£'000

£'000



 


Sundry receivables


5,179

6,767

Prepayments


9,195

9,998



14,374

16,765

Non-current assets

 

 


 

 

31 Dec

31 Dec

 

 

2023

2022

 

 

£'000

£'000



 


Sundry receivables


2,093

1,874



2,093

1,874

 

Sundry receivables include rent deposits and other sundry receivables.

 

13.     Deferred tax assets/(liabilities)

 

The deferred tax balances relate to temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred tax assets are recognised to the extent that it is probable that the future taxable profits will allow the deferred tax assets to be recovered.

 

The balances as at 1 January and 31 December 2022 have been restated as per note 22.

 

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

 

 

Share options

Tax losses

Short-term timing differences

Intangibles

Total

Deferred tax assets

£'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)

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 (charge)/credit directly to the income statement

(281)

(226)

7,141

(17)

6,617

Deferred tax charged directly to equity

(520)

-

-

-

(520)

Exchange rate differences, charged directly to OCI

2

(151)

308

(531)

(372)

Changes in tax rate, credited to the income statement

4

-

307

(414)

(103)

At 31 December 2023

2,827

4,871

20,570

9,895

38,163

 

 

Accelerated tax

Short-term timing

 

 

Intangibles

depreciation

differences

Total

Deferred tax liabilities

£'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

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

(3,958)

587

(41)

(3,412)

Exchange rate differences, charged directly to OCI

(1,362)

17

876

(469)

Changes in tax rate, charged to the income statement

1,667

(1)

11

1,677

At 31 December 2023

34,086

180

3,494

37,760

 

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

 

 

Total Deferred tax assets

Total Deferred tax liabilities

 

 

31 Dec

2023

£'000

Restated

31 Dec

2022

£'000

 

31 Dec

2023

£'000

Restated

31 Dec

2022

£'000


 




At 31 December prior to offsetting

38,163

32,541

37,760

39,964

Offset of tax

(32,016)

(28,464)

(32,016)

(28,464)

At 31 December after offsetting

6,147

4,077

5,744

11,500

 

The Group has recognised £4.9 million (2022: £5.2 million) of deferred tax assets relating to carried forward tax losses, including those arising in the US of amount £3.1 million.  These losses have been recognised as it is probable that future taxable profits will allow these deferred tax assets to be recovered. The Group has performed a continuing evaluation of its ability to recognise deferred tax assets on an annual basis to estimate whether sufficient future taxable income will be generated to permit their use.

 

Deferred tax assets of £24.6 million, relating primarily to trading losses carried forward arising in the US totalling £86.2 million (2022: £91.9 million), consisting of £31.7 million available for utilisation for the period 2027-38 and £54.5 million to be carried forward indefinitely, continue to be unrecognised. The Group has completed a US federal tax study in 2022 and US state tax study in 2023 that confirms the availability of these losses.  The Group has utilised approximately £7.5 million of trading losses (2022: £12.3 million) and recognised deferred tax assets of amount £3.1 million relating to trading losses of £20.9 million that are expected to be utilised in the period 2024-2026.



 

14.     Trade and other payables

 

 

 

 

 

31 Dec

31 Dec

 

2023

2022

 

£'000

£'000


 


Trade payables

24,979

31,813

Contract liabilities

63,398

99,303

Tax and social security

15,158

22,300

Contingent consideration

20

21

Acquisition-related contingent consideration and earn-outs

145

4,876

Accruals

30,250

22,321

 

133,950

180,634

        

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 2022 was recognised as revenue in 2023 and the current contract liabilities balance at 31 December 2023 is expected to be recognised as revenue in 2024.

 

The acquisition-related contingent consideration and earn-outs balance in 2023 relates to the acquisition of Learning Media Services and Patheer. The 2022 balance relates to the acquisition of PDT Global, eCreators, eThink and BreezyHR Inc ('Breezy') and were financial instruments held at fair value within the scope of IFRS 9 and were repaid during 2023. The 2023 and 2022 contingent consideration balance relates to Moodle News.

 

The Group has netted off £13.1 million (2022: £6.6 million) of contract liabilities against its trade receivables balances as outlined in note 11.

 

15.     Other long-term liabilities

 

 

31 Dec

31 Dec

 

2023

2022

 

£'000

£'000

 

 


Contract liabilities

405

3,517


405

3,517

 

The non-current 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. The non-current contract liabilities balance at 31 December 2023 is expected to be recognised during 2025.



 

16.     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.

 

In March 2023, HSBC UK bank plc ("HSBC") acquired Silicon Valley Bank UK Limited ("SVB UK"). SVB UK, now known as HSBC Innovation Bank Limited, a direct wholly-owned subsidiary of HSBC, and which remains as the facility agent and security agent for the debt facility.

 

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 (£39.3 million at the year-end exchange rate) and a $50.0 million uncommitted accordion facility (£39.3 million at the year-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 the year the Group also made a 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 2023 or 2022.

 

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 31 December 2023, the Group's interest cover was 8.34 (2022: 12.90) and its leverage ratio was 0.71 (2022: 1.08).

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

 

31 Dec

31 Dec

 

2023

2022

 

£'000

£'000

 

 


Current interest-bearing loans and borrowings

30,091

36,714

Non-current interest-bearing loans and borrowings

120,984

177,944

Current lease liabilities

4,423

5,082

Non-current lease liabilities

6,913

9,792


162,411

229,532

 

Net debt reconciliation

 

Net debt, which excludes lease liabilities, can be analysed as follows:


31 Dec

 2023

  31 Dec

2022


£'000

£'000


 


Cash and cash equivalents

72,522

94,847

Borrowings:

 


-     Revolving credit facility

-

-

-     Term loan

(151,075)

(214,658)

Net debt

(78,553)

(119,811)

 

17.     Lease liabilities

 

This note provides information for leases where the group is a lessee.


2023

2022


£'000

£'000

 

 


At 1 January

14,874

21,845

Additions

4,346

1,948

Interest expense

546

614

Lease payments (principal and interest)

(5,738)

(7,333)

Disposals

(3,204)

(2,367)

Liabilities in disposal group held for sale

(76)

(175)

Foreign exchange movements

588

342

At 31 December

11,336

14,874

 

The split of the lease liabilities due in less than and greater than one year is presented in note 16.

 

Additional profits or losses and cash flow information

 


31 Dec

2023

31 Dec

2022


£'000

£'000


 


Income from subleasing office premises

3

256

Total cash outflow in respect of leases in the year

(5,738)

(7,333)

Expense related to short term leases not accounted for under IFRS 16

(217)

(594)

Additions to right-of-use assets

3,147

2,062

 

18.     Provisions

 

 

 

 

 

 

 

Property provisions1

Litigation and regulation provisions2

Onerous contract provisions3

Closure and restructuring provisions4

Total

 

£'000

£'000

£'000

£'000

£'000

 

 





At 1 January 2022

1,075

6,489

1,024

-

8,588

Released to the income statement

(34)

(3,769)

(643)

-

(4,446)

Paid in the year

(143)

(2,260)

-

-

(2,403)

Additions

204

-

-

1,047

1,251

Foreign exchange movements

(99)

461

107

-

469

At 31 December 2022

1,003

921

488

1,047

3,459

Released to the income statement

(87)

(320)

(475)

-

(882)

Paid in the year

(37)

-

-

(1,733)

(1,770)

Additions

6

208

-

1,792

2,006

Foreign exchange movements

(65)

(43)

(13)

(45)

(166)

At 31 December 2023

820

766

-

1,061

2,647

Current

199

766

-

1,061

2,026

Non-current

621

-

-

-

621

Total provisions

820

766

-

1,061

2,647

 

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 organisation due to a more challenging macro economic environment.

19.     Dividends paid

 

 

 

 

 

31 Dec

31 Dec

 

2023

2022

 

£'000

£'000


 


Final dividend paid

9,094

5,515

Interim dividend paid

3,558

3,547


12,652

9,062

                       

On 27 October 2023 the Company paid an interim dividend of 0.45 pence per share (2022: 0.45 pence per share) amounting to a total dividend payment of £3.6 million.  The Directors propose to pay a final dividend of 1.21 pence per share for the year ended 31 December 2023, equating to a total payment in respect of the year of 1.66 pence per share (2022: 1.60 pence per share).

 

The proposed final dividend of 1.21 pence per share, amounting to a final dividend of c. £9.5m, is not included as a liability in these financial statements and, subject to shareholder approval, will be paid on 28 June 2024 to shareholders on the register at the close of business on 7 June 2024. The final dividend will be paid gross.

 

20.     Assets and liabilities classified as held for sale

 

In December 2022, the Group decided to dispose the non-core Lorien Engineering business as soon as practicable and communicated this decision internally and to investors on 19 December 2022.  This business was acquired as part of the GP Strategies acquisition in October 2021.

 

Following its classification as held for sale the asset group is held at the lower of fair value less costs to sell and net book value.

 

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

 

 

31 Dec

31 Dec

 

 

 

2023

2022

 

 

 

£'000

£'000

 

Non-current assets


 

 

Goodwill


501

501

Intangible assets


1,279

1,279

 

Property, plant and equipment


66

58

 

Right-of-use assets


97

173

 



1,943

2,011

 

Current assets


 


 

Trade receivables


5,079

5,299

 

Other receivables, deposits and prepayments


136

82

 

Amounts recoverable on contracts


849

977

 



6,064

6,358

 



 


 

Assets in disposal groups classified as held for sale


8,007

8,369

 



 


 

Current liabilities


 


 

Lease liabilities


-

77

 

Trade and other payables


5,238

3,809

 



5,238

3,886

 

Non-current liabilities


 


 

Lease liabilities


97

98

 

 


 


 

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


5,335

3,984

 

The net assets of the Lorien Engineering business held for sale as at 31 December 2023 exclude deferred tax assets of £25,000 (2022: £39,000) and current tax liabilities of £659,000 (2022: £412,000) which remain within the Group tax position.

 

The Group recovered greater than the net book value from the eventual sale which occurred on 2 January (note 21).

 

21.     Events since the reporting date

 

Sale of Lorien

 

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 are expected to be $19.7 million (£15.5 million) resulting in an estimated gain of $15.0 million (£11.8 million). 

 

The only impact in these financial statements are costs in relation to the sale of £529,000 (note 4).  These balances are subject to finalisation of the completion accounts.

 

There have been no other notifiable events between the 31 December 2023 and the date of this Annual Report.

 

22.     Prior period adjustment

 

The Company has 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 and 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 31 December 2022 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

 

Changes to associated note disclosures

 

Note 9 - Intangible assets

 

31 December 2022

 

Adjustments

Restated

31 December 2022

 

£'000

£'000

£'000

Goodwill - cost




At 1 January 2022

337,754

(14,130)

323,624

Reclassified as assets held for sale

(501)

-

(501)

Impairment

(5,401)

-

(5,401)

Foreign exchange differences

35,417

(1,628)

33,789

At 31 December 2022

367,269

(15,758)

351,511





 

 

Note 13 - Deferred tax assets

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

 

 

Note 13 - Deferred tax liabilities

 

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

Changes in tax rate, charged to the income statement

-

(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)

Changes in tax rate, charged to the income statement

(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 9), reduce deferred tax liabilities prior to offsetting £9.1 million and increase deferred tax asset of £5.0 million prior to offsetting (note 13).  After offsetting, the increase in deferred tax assets was £14.1m with no corresponding change in the deferred tax liability.  There is no material impact on net assets, cash flow or reserves in 2021.

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

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 4 to the financial statements.

SaaS and long-term contracts

Revenue

Refer to note 3

Recurring 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

Non-recurring 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.

Net cash or debt

None

Refer to note 16

Net cash / debt is defined as Cash and cash equivalents and short-term deposits, less Bank overdrafts and other current and non-current borrowings.  Lease liabilities are excluded from net debt. A reconciliation is provided in note 16 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 2022 were 789,824,841 and 791,160,022 at 31 December 2023.

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.

 

 

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