Final Results

Malvern International PLC

10 April 2024

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

10 April 2024

Malvern International plc

("Malvern" or the "Group")

Final results for the year ended 31 December 2023

Malvern International plc (AIM: MLVN), the global learning and skills development partner, announces its preliminary results for the year ended 31 December 2023.

Highlights

·    Significant turnaround in the business from an Underlying* loss of £1.07m in 2022 to a Underlying profit of £0.15m.

·    Underlying revenue, excluding agent commission grew 86.8% to £10.65m (2022: £5.70m). Agent commission revenue which passes directly to the Group's agents was £0.94m (2022: £0.18m).

·    Revenues increased across all areas of the Group to £12.2m (2022: £6.5m), with strongest performances from Higher Education and Juniors.

·    Strong revenue growth resulted in an Underlying operating profit of £0.51m (2022 Underlying loss: £0.79m).

·    Underlying profit per share was 0.60 pence (2022 Underlying loss: 4.88 pence), and statutory loss was £0.14m (2022 loss: £1.08m).

·    The loss for the year was £0.16m (2022 loss: £1.08m).

·    Initiated the repayment of Company debt in 2023, with the debt reduced to £2.24m at year-end (2022: £2.60m).

·    Assembled a high-performance team and continued investment in people, sales and marketing and finance functions to support growth aspirations.

*Underlying numbers exclude the results of the closed Brighton school, the charge for warrants and share based payments and the write-back of an historical loan. See note 8 for a reconciliation.

Richard Mace, CEO, commented: "Malvern's performance in 2023 surpassed the wider market, which continues to recover toward 2019 levels. We achieved year-on-year revenue growth across all three divisions, with exceptional performances from University Pathways and strong growth in Juniors. These results have enabled us to make strategic investments in our people and systems, which are crucial as we prepare for the next stage of development.

Forward bookings and revenue visibility for 2024 and into 2025 are building. Additionally, we are diversifying our business mix by introducing new high-end academic programmes and offering out-of-season language programmes.

Over the past year, we have assembled a high-performance leadership team, adding momentum to the business and supporting our growth aspirations. With a clear strategic direction, we are well-positioned for continued success."

For further information please contact:
Malvern International Plc	www.malverninternational.com
Mark Elliott - Chairman	Via our website
Richard Mace - Chief Executive Officer
WH Ireland (NOMAD & Broker)	www.whirelandcm.com
Mike Coe / Sarah Mather	0207 220 1666

Notes to Editors:

Malvern International is a learning and language skills development partner, offering international students essential academic and English language skills, cultural experiences and the support they need to thrive in their academic studies, daily life and career development.

University Pathways - on and off-campus university pathway programmes helping students progress to a range of universities, as well as in-sessional and pre-sessional courses.

English Language Schools - British Council accredited English Language Training at English UK registered schools in London and Manchester.

Language in Action juniors and summer camps ("Juniors" - fully-immersive summer residential English language camps and bespoke group programmes for 13 to 18 year olds.

For further investor information go to www.malverninternational.com

CHAIRMAN'S STATEMENT

I would like to express my gratitude to the Malvern team for guiding the business from a £1.07m Underlying loss in 2022 to a Underlying profit of £0.15m in 2023 (Statutory loss of £0.16m during the year, compared to a Statutory loss of £1.08m in 2022). This turnaround underscores the considerable effort made to bolster management, expand the sales and marketing team, enhance the quality of our education and student support, and establish robust systems to facilitate the growth in student numbers.

It is promising to note that we initiated the repayment of Company debt in 2023, which stood at £2.24m at year-end (2022: £2.60m). While we are making positive progress, the debt remains a substantial burden on the business, making it a primary objective for us to expedite its repayment. Doing so will both improve cash flow and boost profits.

Thanks to the momentum in our business and the support for our growth aspirations, we have brought two highly successful and seasoned members onto our executive management team. Stephen Harvey and Matt Hird, both distinguished leaders in their fields, join us with strong track records in developing university partnerships and English language businesses respectively.

Our international study centre at UEL has now become one of the larger Pathway centres in the UK based on student numbers, following an outstanding intake for 2023/24. While bookings for the 2024/25 academic year are anticipated to soften slightly, they are progressing as planned. Additionally, we are continuing discussions for a longer-term arrangement with the university.

A change in government immigration policy, from 1 January 2024, has resulted in a drop in student recruitment across many UK universities, specifically in the post graduate market. We continue to monitor the impact which could also provide opportunities for our Pathway division.

The deep sector knowledge brought by our recent appointments is aiding our negotiations with several universities. As a result, we are confident in our capacity to secure new Pathways contracts, which are crucial for achieving more consistent financial performance in the future.

The Juniors division is going from strength to strength. To grow this further, we are targeting the Chinese market to provide immersive language and cultural camps. We plan to offer winter programmes to coincide with the Chinese New Year and Latin American holiday season, as well as introducing high-end Easter academic programmes. This strategic approach will collectively reduce our dependency on the summer peak season.

The Board sees potential for significant growth at Malvern. In 2023 we took steps to reinforce our back office and accounting systems, expanding our administrative team in Nepal. This enhancement will facilitate the administration of students as numbers increase, while maintaining robust financial controls. We will be investing further in our sales, marketing and business development and accreditations to build profitable growth.

The Board notes the recent changes to the QCA code and is taking steps to ensure Malvern complies with the updated principles that come into force next year. In the meantime we are embracing early adoption by voting on re-election of all Directors and on Directors remuneration at this year's Annual General Meeting.

Currently, our student numbers and early bookings give us encouragement on our performance for 2024. With our numbers going in the right direction and the momentum in the business, we expect to have the resources needed to continue building a significant business.

 Mark Elliott, Chairman

OPERATING REVIEW

Our performance across the three divisions is allowing us to make strategic investments in our people and systems. These are crucial as we prepare for the next stage of growth and expansion.

Higher education and University Pathways

Our expansion of the International Student Centre at UEL has positioned it as one of the largest UK Pathway centres. Student intake at the International Study Centre at UEL saw an impressive 66% growth, increasing from 461 students for the 2022/23 academic year to 766 for 2023/24. This resulted in a 109% increase in HE and Pathway revenue in 2023, net of agent commission income which passes directly through to our UEL Pathway agents.

The success of our student recruitment effort has been accompanied by consistently high levels of student attainment and satisfaction. This success has become a prominent feature of our contract with the university and is pivotal in our ongoing discussions with UEL regarding a potential longer-term contract renewal for the 2025/26 academic year and beyond.

Recognising the vital role that international students play in the financial sustainability of many universities, we are leveraging our success with UEL by exploring potential partnerships with other institutions. As part of this initiative, we reviewed the university partnership value proposition and sales structure.

We are actively engaging in conversations with several potential university partners to expand our reach and impact in the international higher education sector.

English Language Training ("ELT")  

Our adult ELT revenue from both our Manchester and London schools increased 23.4%, ahead of industry levels.

We experienced growth in the MENA region, driven by a diverse mix of group bookings, sponsored students, and self-funded individuals. Additionally, we achieved positive results in other regions such as Brazil, Taiwan and Turkey.

In 2023, the UK ELT industry saw an 83% return to 2019 levels, indicating bookings are reverting to pre-pandemic patterns.

We decided to close our Brighton school due to the lack of expected growth, exacerbated by challenges related to Covid-19, and the necessity for additional investment to ensure its success. The break in our property lease presented an opportunity for us to redirect our focus on our core schools in London and Manchester.

Recognising the growing demand, we have expanded our homestay providers in Manchester and have plans to do the same in London, where there is a shortage of available providers. Additionally, we are actively building our study abroad agent network and investing in digital advertising to bolster our direct marketing efforts and student recruitment initiatives.

Malvern Juniors

Malvern Juniors, operating under the Language In Action brand, has outperformed the wider Junior market. Despite the market returning to 90% of pre-pandemic levels, we have gained market share and experienced growth well ahead of the recovery curve.

In 2023, we achieved record student numbers with Statutory revenue growing 175.6% on the prior year with 2,478 students from five junior summer centres with four in London and one in Manchester (2022: 975 students from three centres).

Most of our students (85%) hailed from Italy, with growing numbers from Taiwan (4%) and the MENA region (4%) and the remainder consisting of a mix of other nationalities. Encouragingly, pre-bookings for 2024 indicate growth across all our key markets.

Looking ahead to 2024, we are expanding to nine summer centres with a significant increase in students from the China and Taiwan markets. To address potential constraints on accommodation, we are exploring the possibility of hosting more students by diversifying our portfolio of locations and centre experiences.

To differentiate and expand our offerings further, we are developing new high-end academic Junior programmes introducing off-season groups in January, February, and Easter. This strategic move aims to reduce our dependency on the summer peak season. Marketing efforts for these programmes will begin in 2024 for delivery in 2025.

Our people

Throughout the year, we strategically expanded our team with key appointments, enhancing the commercial capability of each of our three business divisions and bolstering operational support.

Stephen Harvey, a highly successful and seasoned individual in his field, has joined as Chief Development Officer focusing on growing the University Pathways division.

In ELT and Juniors, Matt Hird has joined as Director of Sales, bringing a wealth of experience in the sector. Emiliano Sallustri has transitioned to a new role as Commercial Director of ELT taking charge of operational delivery and the expansion of the ELT division.

We have welcomed a new Head of Juniors with extensive experience in the China market. His insight and industry knowledge will be crucial as we expand the programmes we deliver to Chinese students and as we prepare to launch new high-end academic programmes.

Lastly, we are delighted to have Kelly McGrath join us as HR Business Partner, leading the evolution of our HR strategy and implementing structures to support business growth. In 2023 our HR focus was on mapping out our human capital requirements, following a "right people, in the right place at the right time" approach. This has involved workforce planning, examining the roles we need to fill,  and conducting a training needs analysis. We also reviewed our recruitment strategy to ensure we hire talent aligned with our values.

Looking ahead to 2024, we will continue to invest in our people as an essential component of our business growth and our dedication to delivering high-quality education.

Financial and student administration

Throughout the year, we have focused on strengthening our operational foundations and financial management, building robust systems, and investing in core functions.

We have made investments in developing and enhancing our accounting and control systems. These improvements are aimed at ensuring greater efficiency, accuracy and transparency. Through diligent financial management, we have successfully reduced historical creditor balances. This demonstrates our commitment to sound financial practices and our focus on improving our financial position.

We have expanded our administrative function in Nepal to a 25-strong team, significantly enhancing our financial reporting capabilities and the management of student data and related processes. This centralisation has enabled more efficient and consistent student management practices. Additionally, it provides the Group with 24-hour customer support, improving our services for students and partners alike.

Furthermore, the Nepalese team's support in recruiting students from the South Asia market into our University Pathways programme is proving highly beneficial. This support is featuring in our discussions with potential new partners, demonstrating our commitment to expanding their reach into untapped markets.

Sales and marketing

We are continuing our investment in the sales and marketing team resources, recognising their pivotal role in our growth. We are also focused on fostering a closer connection with student delivery, arranging visits to campuses and settings so that our sales team better understands our market. Improving the student journey lifecycle from the first inquiry to course completion is a priority. We are evolving our methods to measure our performance in this area and we are refining our processes and systems to maximise conversions.

In addition, we are investing in our school environments to provide a conducive and modern learning space for our students. Enhancing our agent relationships remains a focus, and we have introduced new service level agreements to ensure effective communication and partnership with them.

Outlook

Over the past year, our strong performance has allowed us to invest in assembling a high-performance leadership team. We have successfully attracted top talent with significant track records and industry profiles who share our ambitious growth plans. This has enhanced the momentum in the business, positioning us for continued success.

We are closely monitoring UK visa and immigration policies, as changes in these areas can have a significant impact on our operations, particularly within our University Pathways business. As a result, we are making strategic investments in people, products and locations to enhance the business mix. We are diversifying our offerings by developing new academic programmes for Juniors, and expanding our entry-level and HE qualification course offerings. We are also actively pursuing a pipeline of opportunities in the University HE sector.

I am confident that we will see further growth in revenue and Underlying profit in FY2024.

Richard Mace, Chief Executive Officer

FINANCIAL REVIEW

Financial performance

Underlying revenue, excluding agent commission income which passes directly to our UEL Pathway agents, increased 86.8% to £10.65m (2022: £5.70m). Revenues have increased across all areas of the Group. The strongest performing areas continue to be HE and Juniors. Statutory revenue for the year was £11.32m (2022: £6.34m). Strong revenue performance delivered a Underlying operating profit of £0.51m (2022 loss: £0.79m).

The Underlying profit for the year was £0.15m (2022 loss: £1.07m), resulting in a Underlying profit per share of 0.60 pence (2022 loss: 4.88 pence). The growth of HE and Juniors are currently the key drivers of profitability. The combination of 231 students on our January 2023 UEL Pathway, and 447 students in September 2023, was a key factor in achieving Underlying profitability for the Group. Pleasingly, the Juniors contribution to profit is also growing year-on-year.

The Statutory loss for the year was £0.16m (2022 loss: £1.08m). The loss can be attributed to the year end revaluation of warrants which resulted in a £0.23m expense in the Consolidated Statement of Comprehensive Income. The revaluation movement is due to the share price of the Group more than doubling in 2023. In addition, the Brighton school was closed during the year. Brighton contributed a £0.18m loss to the Group's consolidated Statutory loss for the year. The Group also released an historical loan liability which resulted in a credit in the Consolidated Statement of Comprehensive Income of, £0.10m.

Operating costs

Group Underlying salaries and benefits in 2023 were£2.69m against £1.89m in 2022. This rise can be attributed to increased sales staff and student facing staff to deal with the large increase in student numbers during the year. In addition, market challenges around cost of living, salary expectations and staff retention have also contributed to a rise in our wage bill. Total Statutory operating expenses were £5.19m (2022: £3.45m).

Our investment in the business is fulfilling our strategic aims of continued revenue growth and de-risking the Group away from over reliance on large customers and key regions.  Spending on sales and marketing activities (excluding salaries) totalled £0.41m in 2023 (2022: £0.25m).  An increase of £0.18m was incurred on new sales, marketing, and business development staff compared to the prior year with a large portion of this spent in H2. This is expected to increase as we onboard more senior sales staff in 2024. 

Consolidated Statement of Financial Position

We continue to make incremental improvements on the Consolidated Statement of Financial Position. Top line revenue growth has translated to an improved cash position. A true representation of this improvement was evidenced during the year when the Group's BOOST&CO debt was reduced from £2.60m to £2.24m in 2023 - the first time that the Group has been able to reduce the debt. We anticipate a further reduction of the BOOST&CO debt across 2024.

In addition, a large historical PAYE balance (£0.23m) was also repaid in full during the year. This leaves the London rent arrears, currently on a payment plan, as the only COVID-related supplier balance outstanding.

The cash balance at the end of the financial year was £2.20m (2022: £1.18m). This increase was due to the late invoicing (£0.84m) to us of accommodation costs. We continue to manage expenditure tightly. In addition, debtor days have reduced which is important for our working capital and growth requirements.

Daniel Fisher, Chief Financial Officer

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

		2023				2022
	Note	Underlying	Non-Underlying	Statutory		Underlying	Non-Underlying	Statutory
		£	£	£		£	£	£
Revenue
Sale of services	3	10,650,073	671,767	11,321,840		5,695,287	639,739	6,335,026
Agent commission	3	936,089	-	936,089		176,576	-	176,576
Total revenue		11,586,162	671,767	12,257,929		5,871,863	639,739	6,511,602
Direct costs
Cost of services sold		(5,191,668)	(429,722)	(5,621,390)		(3,029,539)	(330,130)	(3,359,669)
Agent commission Expense		(893,784)	(21,473)	(915,257)		(175,988)	(22,791)	(198,779)
Total direct costs		(6,085,452)	(451,195)	(6,536,647)		(3,205,527)	(352,921)	(3,558,448)
Gross profit		5,500,710	220,572	5,721,282		2,666,336	286,818	2,953,154
Other income	4	51,631	-	51,631		81,831	2,913	84,744
Salaries and Employee benefits		(2,694,714)	(191,125)	(2,885,839)		(1,887,222)	(176,141)	(2,063,363)
Depreciation of Plant and Equipment		(311,314)	(223,964)	(535,278)		(325,879)	(46,578)	(372,457)
other operating Expenses	6	(2,040,566)	(259,128)	(2,299,694)		(1,327,653)	(59,427)	(1,387,080)
Share based Payments	11	-	(5,133)	(5,133)		-	(3,745)	(3,745)
Operating profit/(loss)		505,747	(458,778)	46,969		(792,587)	3,840	(788,747)
Finance Costs	5	(359,921)	168,170	(191,751)		(276,801)	(18,285)	(295,086)
Profit/(loss) before tax		145,826	(290,608)	(144,782)		(1,069,388)	(14,445)	(1,083,833)
Income tax charge		-	(15,256)	(15,256)		-	-	-
Profit/(loss) for the year being total comprehensive income/ (expenses) attributable to owners of the parent		145,826	(305,864)	(160,038)		(1,069,388)	(14,445)	(1,083,833)
Total comprehensive income/ (expense) for the year		145,826	(305,864)	(160,038)		(1,069,388)	(14,445)	(1,083,833)
Attributable to:		145,826	(305,864)	(160,038)		(1,069,388)	(14,445)	(1,083,833)
equity holders of the parent

Profit/(loss) per share attributed to equity holders of the Company

		2023				2022
	Note	Underlying	Non-Underlying	Statutory		Underlying	Non-Underlying	Statutory
		Pence	Pence	Pence		Pence	Pence	Pence
Basic	7	0.60	(1.19)	(0.59)		(4.88)	(0.07)	(4.95)
Diluted	7	0.60	(1.19)	(0.59)		(4.88)	(0.07)	(4.95)

 

CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION

				Group					Company
				2023			2022		2023			2022
				£			£		£			£
TOTAL ASSETS
Non-current assets
Property, plant, and  equipment				68,310			30,662		-			-
Goodwill				1,419,350			1,419,350		-			-
Investment in subsidiaries				-			-		1,419,350			1,419,350
Right-of-use assets				1,710,534			2,215,076		-			-
Total non-current assets				3,198,194			3,665,088		1,419,350			1,419,350
Current assets
Trade receivables				440,541			405,051		-			-
Other receivables and   prepayments				918,994			1,135,990		116,485			41,771
Amounts due from subsidiaries				-			-		70,403			-
Cash and cash equivalents				2,196,499			1,181,631		2,273			13,101
Inventories				8,166			-		-			-
Total current assets				3,564,200			2,722,672		189,161			54,872
Total assets				6,762,394			6,387,760		1,608,511			1,474,222
EQUITY AND LIABILITIES
Non-current liabilities
Term loan			9	1,811,784		2,052,808			1,765,039		1,997,540
Warrants			9	415,281		189,762			415,281		189,762
Lease liabilities			9	2,086,428		2,624,792			-		-
Deferred tax liabilities				-		10,279			-		-
Total non-current liabilities				4,313,493		4,877,641			2,180,320		2,187,302
Current liabilities
Trade payables				1,495,664		416,944			96,730		788
Contract liabilities				2,460,265		2,199,570			-		-
Other payables and accruals				1,523,053		1,640,517			184,781		96,984
Amounts due to subsidiary				-		-			3,410,452		1,262,410
Lease liabilities			9	418,267		450,726			-		-
Term Loan			9	313,484		436,341			296,236		415,044
Total current liabilities				6,210,733		5,144,098			3,988,199		1,775,226
Total liabilities				10,524,226		10,021,739			6,168,519		3,962,528

Equity attributable to equity  holders of the Company
Share capital*	10	11,323,899		11,323,899		11,323,899		11,323,899
Share premium		6,797,950		6,797,950		6,797,950		6,797,950
Other reserves*		12,190		7,057		12,190		7,057
Retained earnings		(21,895,871)		(21,762,885)		(22,694,047)		(20,617,212)
Total equity		(3,761,832)		(3,633,979)		(4,560,008)		(2,488,306)
Total equity and liabilities		6,762,394		6,387,760		1,608,511		1,474,222

The loss for the year as per the financial statements of the parent company at 31 December 2023 was £2,076,837 (2021: Loss £1,185,496).

* The share based payments are reclassed to other reserves from the share capital and share capital figures are restated.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share  Capital*	Share  premium	Retained  earnings	Other reserves	Convertible loan note reserve	Total
	£	£	£	£	£	£
Balance at 1 January 2022	11,213,679	6,603,839	(20,679,052)	3,312	28,822	(2,829,400)
Direct costs relating to issue of shares	-	(24,500)	-	-	-	(24,500)
Total comprehensive expense for the year	-	-	(1,083,833)	-	-	(1,083,833)
Convertible loan note reserve transferred to share premium	-	28,822	-	-	(28,822)	-
New share issue	25,009	175,000	-	-	-	200,009
Share based payments (EMI options)	-	-	-	3,745	-	3,745
Convertible Loan Notes	85,211	14,789	-	-	-	100,000
Balance at 31 December 2022	11,323,899	6,797,950	(21,762,885)	7,057	-	(3,633,979)
Total comprehensive expenses for the year	-	-	(160,038)	-	-	(160,038)
Add: Tax adjustments for prior years	-	-	27,052	-	-	27,052
Share based payments (EMI options)	-	-	-	5,133	-	5,133
Balance at 31 December 2023	11,323,899	6,797,950	(21,895,871)	12,190	-	(3,761,832)

* The share based payments are reclassed to other reserves from the share capital and share capital figures are restated

CONSOLIDATED STATEMENT OF CASH FLOWS

	2023	2022
	£	£
Cash flows from operating activities
Loss after income tax from	(160,038)	(1,083,833)
Adjustments for:
Depreciation of tangible assets	535,278	372,457
Accrual adjustment for depreciation charges related to early lease termination	(11,520)	-
Fair value movements - warrants	225,518	(40,019)
Fair value movements - loan write-back	(94,216)	-
Share based payments	5,133	3,745
Profit on disposal of tangible assets	1,141	504
Impairment of trade receivables	23,116	113,583
Increase in stocks	(8,166)	-
Finance cost	191,752	295,086
Interest paid	(142,610)	(41,117)
Tax paid	16,771	-
	582,339	(379,594)
Changes in working capital:
(Increase)/decrease in receivables	158,389	(659,746)
Increase/(decrease) in payables	1,219,396	2,171,471
Net cash flows used in operating activities	1,960,124	1,132,131
Cash flows from investing activities
Purchases of property, plant, and equipment	(58,184)	(14,545)
Net cash used in investing activities	(58,184)	(14,545)
Cash flows from financing activities
Repayment of lease liabilities	(557,017)	(473,359)
New equity issued	-	175,509
Additional loan	43,679	-
Term loan	(373,734)	(15,275)
Net cash generated by financing activities	(887,072)	(313,125)
Net change in cash and cash equivalents	1,014,868	804,461
Cash and cash equivalents at the beginning of the year	1,181,631	377,170
Cash and cash equivalent at the end of the year	2,196,499	1,181,631

Notes to the financial statements

1. General information

Malvern International plc (the "Company") is a public limited company incorporated in England and Wales on 8 July 2004. The Company was admitted to the AIM on 10 December 2004. Its registered office is 3^rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT. The registration number of the Company is 05174452. 

The principal activity of the Group is to provide an educational offering that is broad and geared principally towards preparing students to meet the demands of business and management. There have been no significant changes in the nature of these activities during the year.

2. Significant accounting policies 

Basis of Preparation

The financial statements of the Group and Company are prepared on a going concern basis, in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the International Accounting Standards Board (IASB) and adopted by the United Kingdom, in accordance with the Companies Act 2006.

The Parent Company's financial statements have also been prepared in accordance with UK-adopted IFRS and the Companies Act 2006. The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  

The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Alternative performance measures (APMs)

The consolidated financial statements include APMs as well as Statutory measures. The APMs used by the Group 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. All APMs relate to the current year results and comparative periods where provided. This presentation is also consistent with the way that financial performance is measured by management and reported to the Board, the basis of financial measures for senior management's compensation schemes and provides supplementary information that assists the user in understanding the financial performance, position and trends of the Group. See note 8 for a reconciliation of Statutory information to Underlying information.

Going concern

The financial statements have been prepared on a going concern basis. The directors consider the going concern basis to be appropriate having paid due regard to the Group and Company's projected results during the twelve months from the date the financial statements are approved and the anticipated cash flows, availability of loan facilities and mitigating actions that can be taken during that period. 

Pleasingly, the Group produced a Underlying profit for the year, £0.15m (2022: Underlying loss £1.07m). 

The significant revenue growth seen in H2 2023, in combination with the visibility of University Pathways revenue in H1 2024, gives the Board confidence in Malvern's short- and long-term prospects.

In the Pathway division, student numbers are up 59% on the prior academic year (22/23 v 23/24), which reflects the ongoing investment in this division. Junior summer camps continue to experience rapid growth, delivering £3.72m (2022: £1.35m) in revenue to the Group in 2023. Pre-bookings for 2024 summer camps are also very encouraging, c£6.50m is forecast, which gives the Directors further confidence in both profit and cash flow predictions.

The Group generated sufficient cash during the year to begin reducing the BOOST&CO debt from £2.60m to £2.24m.

BOOST&CO, acting on behalf of IL2 (2018) Sarl, have again provided a letter of comfort to provide ongoing financial support to the Group for any short-term working capital requirement should that become necessary. It is the present policy of BOOST&CO to ensure that the Group has adequate financial resources to meet its obligations and to enable it to continue as a going concern for a period of at least 12 months from the date of the signing of the financial statements. To assist with the lumpy nature of our cash flow we have also agreed with BOOST&CO to vary the timing of these payments during 2024.

Profit and cash flow projections for the Group indicate that the Group is expected to maintain profitability in 2024. The Directors therefore continue to adopt the going concern basis in preparing the financial statements.  

Despite significant revenue growth in 2023 and forecasts for 2024, UK and global macroeconomic factors continue to create uncertainty in the Group's forecasts. The continued commitment from the Group's lenders in the form of the letter of support provides confidence to the Group in respect of future funding. However, there still remains a material uncertainty with respect to the going concern status of the Group.

3. Revenue

i)          Sale of Services 

	2023	2022 (restated)*
	£	£
Course fees	9,753,210	5,161,759
Application fees, registration and examination fees	170,468	143,148
Training fees, course materials and others	125,264	64,865
Accommodation fees	1,272,898	965,254
	11,321,840	6,335,026

ii)            Agent commission income

	2023	2022
	£	£
Agents commission income	936,089	176,576

* Agent commission income was previously recognised as part of Sales of Services. This commission income is received from a university partner. A significant portion is then passed directly to the Group's agents.

iii)           Segments           

The directors consider that the Group has a single business segment, being the sale of education services. The operations of the Group are managed centrally with group-wide functions covering sales and marketing, finance and administration. Geographically, operations are all UK based. Revenue from customers who individually accounted for more than 10% of total Group revenue amounted to £4,366,043 (2022: £1,779,821).                             

 4. Other Income 

	2023	2022
	£	£
Rental income	32,400	44,020
R&D credits	19,231	-
Government subsidies*	-	40,724
	51,631	84,744

 *Government subsidies includes an amount received from council grants.

5. Finance Costs 

	2023	2022
	£	£
Interest on leases (IFRS 16)*	147,084	213,333
Brighton Interest charge and adjustment for early lease termination*	(168,170)	(18,284)
Interest on term loan	212,694	68,368
Interest on convertible loan notes	-	24,555
Other finance costs**	143	7,114
	191,751	295,086

 * Includes an adjustment to right of use of asset and the lease liability for the early termination of the Brighton lease. Interest on the lease liability was reduced by £187,072 and depreciation on right of use of asset was increased by £165,891.

** Other finance costs are restated to exclude Brighton interest charges.

6. Operating Expenses 

	2023	2022
	£	£
Auditor's remuneration:
-      Fees payable to the Company's auditors for statutory audit	51,675	41,000
-      Fees payable to the Company's auditors for statutory audit of subsidiary company	37,495	32,500
-      Non-audit fees for taxation compliance fees	9,500	8,570
Administrative and marketing expenses	1,887,783	1,123,930
Expected credit losses - trade receivables	181,939	221,099
Fair value movement - warrants	225,518	(40,019)
Fair value movement - loan write-back	(94,216)	-
	2,299,694	1,387,080

7. Loss Per Share 

The basic and diluted statutory loss per share attributable to equity holders of the Company is based on the statutory loss attributable to shareholders of £160,038 (2022: statutory loss of £1,083,833) and the weighted average number of ordinary shares in issue during the year of 24,442,400 shares (2022 : 21,915,119 shares). The statutory loss per share (in pence) attributed to shareholders is 0.59 (2022 : statutory loss per share of 4.95).

8. Reconciliation of Statutory information to Underlying information

Underlying information is provided because the Directors consider that it provides assistance in understanding the Group's underlying performance. Further details in relation to alternative performance measures (APMs) are contained within note 2.

The following table includes details of non-Underlying items and reconciles Statutory information to Underlying information:

	Revenue	Direct costs	Gross profit	Operating Profit	Finance costs	(Loss) / Profit before tax
2023	£	£	£	£	£	£
Statutory results	12,257,929	(6,536,647)	5,721,282	46,969	(191,751)	(144,782)
Malvern House Brighton (a)	(671,767)	451,195	(220,572)	325,392	168,170	157,222
Share based payments (b)	-	-	-	5,133	-	5,133
Warrants (c)	-	-	-	225,518	-	225,518
Loan write-back (d)	-	-	-	(97,265)	-	(97,265)
Underlying results	11,586,162	(6,085,452)	5,500,710	505,747	(359,921)	145,826

	Revenue	Direct costs	Gross profit	Operating loss	Finance costs	Loss before tax
2022	£	£	£	£	£	£
Statutory results	6,511,602	(3,558,448)	2,953,154	(788,747)	(295,086)	(1,083,833)
Malvern House Brighton (a)	(639,739)	352,921	(286,818)	27,866	18,285	46,151
Share based payments (b)	-	-	-	3,745	-	3,745
Warrants(c)	-	-	-	(35,451)	-	(35,451)
Underlying results	5,871,863	(3,205,527)	2,666,336	(792,587)	(276,801)	(1,069,388)

(a)  Malvern House Brighton

During the year the Directors of the Group announced its decision to close Malvern House Brighton. The decision was made following a review of the viability of the school, informed by current operations, overhead costs, projected student numbers, financial performance and the further investment required for the school to achieve profitability which it had yet to do.

(b)  Share-based payments

The Company has an Enterprise Management Incentive share option scheme for certain directors and employees. Under the scheme, participants have been awarded options to acquire up to a prescribed level of shares.

(c)   Warrants

As part of the term loan, BOOST&Co was issued warrants over 1,725,113 shares. These warrants are exercisable at the Strike Price at any time over the following 10 years since the inception of term loan in August 2019. The warrants are revalued at fair value annually, any movement is expensed in the Consolidated Statement of Comprehensive Income.

(d)  Loan write-back

A loan associated with the Group's past business activities in Malaysia was written-off during the year.

9. Financial Liabilities 

	Group		Company
	2023	2022	2023	2022
	£	£	£	£
Non-current liabilities
Term Loan	1,811,784	2,052,808	1,765,039	1,997,540
Warrants	415,281	189,762	415,281	189,762
Lease liabilities	208,428	2,624,792	-	-
	2,435,493	4,867,362	2,180,320	2,187,302
Current liabilities
Term loan	313,484	436,341	296,236	415,044
Lease liabilities	418,267	450,726	-	-
Trade and other payables	1,495,664	2,057,461	96,730	97,772
	2,227,415	2,944,528	392,966	512,816
Total	4,662,908	7,811,890	2,573,286	2,700,120

Term Loan  

In August 2019, Malvern received a Term Loan from Boost & Co for £2,600,000. This loan originally carried an interest rate as the higher of (a) 10% per annum, or (b) 8% per annum plus LIBOR. The loan was restructured in March 2022, the new terms includes a 12-month payment and interest holiday with monthly payments commencing from March 2023 over a five-year period, with the interest being set at 7% for the first two years and 10% for the subsequent three years. There are no early repayment penalties on this facility. 

During 2020, the Group took advantage of the Government-backed Bounce Back Loan Scheme (BBLS), benefiting from a total of £100,000 to be repaid over a six year period with a 2.5% fixed rate of interest. The first 12 months of this lending facility are free of any obligation to pay capital or interest. The balance outstanding at 31 December 2023 is £63,993 (2022: £76,566).

Warrants 

As part of the term loan, Boost & Co were issued warrants over 1,725,113 shares. These warrants are exercisable at the Strike Price at any time over the following 10 years since the inception of the term loan in August 2019.  

As at the date of financial position, the Group has fair valued these warrants at £415,281. The following estimates were used to calculate this fair value: 

·    Annualised volatility of 83% and 144% at the inception of term loan and at the year-end respectively, calculated using share price volatility over a preceding 19 year period. 

·    Maturity of 5.6 years applied, reflecting the duration over which Boost & Co could exercise these warrants. 

·    Risk free rate of 3.64%, being the Yield on UK 5 year Government bonds. 

·   Strike price of £0.10, being the 28-day average share price preceding the date (ie 27 Aug 2019) of drawdown.

10. Share Capital 

	Allotted, called up and fully paid
	No of ordinary shares	Nominal value of ordinary shares	No of deferred shares	Nominal value of deferred shares	Nominal value of All shares
At 31 December 2022 - 0.1p ordinary shares and 0.1p, 1p & 5p deferred shares	24,442,400	244,424	3,025,620,350	11,079,475	11,323,899
Additions during the year	-	-	-	-	-
At 31 December 2023 - 0.1p ordinary shares and 0.1p, 1p & 5p deferred shares	24,442,400	244,424	3,025,620,350	11,079,475	11,323,899*

* Excludes the accumulated share based payment balance taken to equity, £12,190 (2022: £7,057).

The Company has an Enterprise Management Incentive share option scheme for certain Directors and employees. The cost related to it £5,133 (2021: £3,745) has been added to share capital in the financial statements, further details on note 11.

11. Share-based payments and share options

The Company has an Enterprise Management Incentive share option scheme for certain directors and employees. Under the scheme, participants have been awarded options to acquire up to a prescribed level of shares following a 3-year vesting period if the Company's share price has met the pre-determined target conditions. There are two market-based conditions, each accounting for 50% of the share options awarded to the employee. In addition, the mid-market share price of the Company on the AIM Market of the London Stock Exchange, must stay at or above the exercise price, for 40 consecutive business days.

The Group used the Black Scholes valuation framework for all share options awarded pre 2023. These options have also been valued using the Monte Carlo valuation method to validate the reasonableness of the results. The results from the Monte Carlo valuation were not considered materially different from the Black Scholes valuation.

The inputs into the Black Scholes model as at 31 December 2023 are as follows:

Grant date	EMI options	Exercise price (pence)	Strike price on grant date (pence)	Vesting period (years)	Expected volatility	Risk free rate	Fair value	Deemed probability of achieving market condition
02/12/2020	336,250	50	15	3	12.30%	0.35%	0.34	5.02%
02/12/2020	336,250	90	15	3	12.30%	0.35%	0.74	0.37%
07/01/2022	50,000	50	15	3	11.98%	0.35%	0.35	5.30%
07/01/2022	50,000	90	15	3	11.98%	0.35%	0.75	0.37%
18/01/2022	60,000	50	15	3	11.98%	0.35%	0.35	5.30%
18/01/2022	60,000	90	15	3	11.98%	0.35%	0.75	0.37%
01/09/2022	283,750	60	22	3	10.45%	0.26%	0.38	1.10%
01/09/2022	283,750	110	22	3	10.45%	0.26%	0.87	0.00%

As with options containing performance-based market targets, the probability of achieving the set condition is factored into the determination of the value. These will not be re-measured at subsequent reporting dates.

The vesting probabilities presented are products of lognormal distribution modelling over a 3-year period to determine the likelihood of the vesting condition being reached, based off the scaled mean and standard deviation from a prior 365-day period.

The Group has used the Monte Carlo valuation framework for all share options awarded in 2023.

The inputs into the Monte Carlo model as at 31 December 2023 are as follows:

Grant date	EMI options	Hurdles (pence)	Strike price on grant date (pence)	Expiry (years)	Volatility	Option price (pence)	Share price (pence)
30/11/2022	287,500	60	10	5	50%	2.93	12
30/11/2022	287,500	110	10	5	50%	1.34	12
15/11/2023	143,750	115	23.5	5	70%	10.4	24.5
15/11/2023	143,750	115	23.5	5	70%	10.4	24.5

For options with hurdles, early exercise is assumed to take place as soon as the 40-day hurdle requirement is triggered after the 3-year vesting period. The Monte Carlo simulation uses 50,000 iterations to enhance the accuracy of the predicted outcome. 

 Year ended 31 December 2023

		Number of options	Weighted average strike price
Outstanding at 1 January 2023		1,965,000	15.54p
Granted during the year		287,500	23.5p
Exercised during the year		-	-
Forfeited during the year		112,500	-
Outstanding at 31 December 2023		2,140,000	17.01p
Exercisable		-	-

Of the options outstanding at 31 December 2023, 860,000 (2022: 892,500) options have an exercise price of 15 pence, 567,500 (2022: 567,500) options have an exercise price of 22 pence, 425,000 (2022: 575,000) options have an exercise price of 10 pence, and 287,500 (2022: 575,000) options have an exercise price of 23.5 pence.

12. Subsequent Events

In March 2024, the Company issued BOOST&CO warrants over 115,583 ordinary shares (as adjusted by the share reorganisation in October 2022) in accordance with the terms of the debt restructuring announced on 4 March 2022. The warrants have an exercise price of 1.06 pence (as adjusted by the share reorganisation in October 2022).

 

END