REG - Mind Gym PLC - Full Year Results
13/06/2023 07:00
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RNS Number : 4675C Mind Gym PLC 13 June 2023
Mind Gym PLC
("MindGym", the "Group" or the "Company")
Full year results for the year ended 31 March 2023
Double-digit revenue growth and return to profitability
MindGym (AIM: MIND), the global provider of human capital and business
improvement solutions, is pleased to announce its audited results for the year
ended 31 March 2023.
Financial highlights
12 months to 31 Mar 2023 (FY23) 12 months to 31 Mar 2022 (FY22) Change
Revenue £55.0m £48.7m +13%
Digitally-enabled revenues(1) £37.6m £37.4m +1%
Gross profit margin 88.4% 87.1% +1.3% pts
Statutory profit/(loss) before tax £3.0m £(0.5)m +£3.4m
Diluted EPS 2.84p 1.59p +1.25p
Cash generation from operations £4.4m £1.2m +£3.2m
Cash at bank £7.6m £10.0m - £2.4m
Capital expenditure £5.1m £6.1m -16%
EBITDA cash conversion(2) 83% 95% -12% pts
( )
(1) Digitally enabled revenues are virtual live delivery (including virtual
licensing), and digital products (currently eWorkouts and Performa).
(2) EBITDA cash conversion defined as cash generated from operations/EBITDA.
Financial and operating highlights
· Double-digit revenue growth:
o Revenues of £55.0m were up 13% on FY22 (+5% in constant currency):
§ H2 FY23 revenues benefitted from (amongst other drivers) our largest ever
framework agreement awarded in H1 FY23 with a global energy company, with
revenues anticipated to be in excess of £10m over the next 24 months
§ H2 FY23 also saw an initial framework win with an automotive manufacturer
which has the potential to generate significant revenues over the next 18
months
o Digitally-enabled revenues of £37.6m up 1% vs. FY22; representing 68% of
revenues (FY22: 77%) following an increase in face-to-face deliveries with the
lifting of COVID restrictions
o Pure digital revenues which are a growing segment of this, increased their
product mix to 13% of Group revenue vs 11% in FY22, reflecting:
§ A minor refresh and increased accessibility supporting growth in the
eWorkouts portfolio
§ Early revenues from the initial launch of Performa, MindGym's 1:1 digital
coaching platform
· Operational leverage driving improvement in financial
performance:
o PBT of £3.0m is up by £3.4m on FY22's loss before tax, driven by
operational gearing, ongoing savings initiatives, and returns from prior year
investments in scalable operations including MindGym's new shared service
centre. We anticipate the benefits of these will continue into FY24 and FY25
o EBITDA margins increased to 10% (FY22: 3%)
o Diluted EPS of 2.84p per share is up on FY22 by 1.25p reflecting PBT
growth
· MindGym retains a strong financial position to support investment
in future growth:
o Capex of £5.1m is £1.0m lower than FY22, reflecting the organisational
redesign in Q4 FY22 which further integrated the business, and at the same
time increased the pace of product development
o Cash at bank of £7.6m is down £2.4m on the prior year (31 March 2022:
£10.0m). This reflects Capex spend of £5.1m, partially offset by PBT and
continued improvement in aged receivables. H2 FY23 cash generation of £3.1m
compares to a £2.0m cash burn in H2 FY22
o MindGym's £10m debt facility remains undrawn
· Continued progress with MindGym's Digital strategy to build an
integrated Behavioural Change Platform ('BCP') - the digital journey through
which all members engage with MindGym and its content.
o Continued development of our digital products and our journey to integrate
them as we build our BCP:
§ 85% of live delivery continues to be delivered virtually, minor investments
have supported increased growth in eWorkouts and interactive tools
§ Early data on the Performa platform and methodology are positive
o Entering the diagnostics market offering both organisational and
individual assessments and surveys:
§ MindGym will both diagnose the client's needs and provide the solution,
rather than being just one of many possible solutions providers today,
enabling a fully integrated journey
§ In January 2023, MindGym acquired the rights to a diagnostics platform that
will be launched by the end of FY24
§ This will enable clients to self-serve and provide the basis for MindGym to
centralise all data, whilst removing the use of third party providers
§ The acquisition accelerates the go-live date for a client ready diagnostics
platform by 18 months and reduces the required uplift in Capex spend in FY24
and FY25
o At the end of FY22, MindGym acquired the 10X individual psychometric IP
for £0.1m, which had been a circa £10m/7-year investment by Peter Saville
(arguably the leading psychometrician of the 20(th) century and co-founder of
SHL, and Saville Consulting)
o This was recently integrated into the Performa coaching platform to
provide insight so that coaching can focus and have the most impact
o In FY25, a standalone psychometric assessment tool (based on 10X) will be
built into our recently acquired diagnostics platform, which will be linked to
MindGym's broader portfolio of solutions.10X has been proven in a large-scale
co-validation study to be more accurate at predicting behaviour than the
leading personality questionnaires on the market
Current Trading and Outlook
• Despite continued macro-economic headwinds we expect to make
further progress in FY24:
o Underpinned by significant framework agreements, which are expected to
scale up in H2
o Improving EBITDA margins in FY24 as we progress towards our medium term
target of 15%-20%
• MindGym retains a strong balance sheet with net cash expected to
grow after planned Capex
• Our confidence in the Group's prospects is underpinned by the
investments we have made to date delivering scalable growth and the
accelerating pace of our digital pipeline development
Octavius Black, Chief Executive Officer of MindGym, said:
MindGym delivered a robust performance during FY23 both in terms of revenue
growth and an encouraging return to profitability.
The award of significant new framework agreements in the year from major
corporations, highlights the growing demand in the market as well as MindGym's
capability.
Our Digital strategy is delivering well, including our Performa coaching
product and refreshed eWorkouts. With the addition of diagnostics products in
FY24 we are accelerating our journey towards a fully integrated Behavioural
Change Platform ('BCP').
We have had a solid start to the new financial year and, notwithstanding
continued economic uncertainty, have confidence that organisations are
increasingly turning to MindGym and our unique portfolio of proven solutions
to address their talent and culture challenges."
The Company will host a webcast and conference call for analysts and investors
at 9:00am BST today. If you would like to attend the webcast and conference
call, please contact mindgym@mhpgroup.com (mailto:mindgym@mhpc.com) .
Enquiries
Mind Gym plc +44 (0) 20 7376 0626
Octavius Black (CEO)
Dominic Neary (CFO)
Liberum (Nominated Adviser and Broker) +44 (0) 20 3100 2000
Nick How
Edward Mansfield
Cara Murphy
MHP (for media enquiries) +44 (0) 20 3128 8100
Reg Hoare mindgym@mhpgroup.com
Katie Hunt
Veronica Farah
About Mind Gym
Mind Gym is a company that delivers business improvement solutions using
scalable, proprietary products which are based on behavioural science. The
Group operates in three global markets: business transformation, human capital
management and learning & development.
Mind Gym is listed on the London Stock Exchange Alternative Investment Market
(ticker: MIND) and headquartered in London. The business has offices in
London, New York and Singapore.
Further information is available at www.themindgym.com
(http://www.themindgym.com)
Statement of the Board Chair
MindGym's purpose is to partner with the world's best companies and help them
optimise their Human Capital.
This year, has seen broad economic headwinds across many industries arising
from cost of living pressures, rising interest rates, high inflation and low
economic growth. Whilst this creates pressure and uncertainty for our clients
and their employees, the resultant restructuring and reorganization by
businesses has created opportunities for MindGym, evidenced by the significant
framework activity we have secured, and MindGym has continued to prosper
accordingly.
At the start of the year we moved into an endemic state of COVID-19 and
welcomed a return to more face-to-face gatherings, both internally and also
with our clients who represent 60% of the FTSE100 and 55% of the S&P100.
We have also increased the level of engagement with our investors and wider
stakeholders with the addition of an 'Investor Meet Company' event in December
2022.
Return to profitability despite the uncertain environment
I am pleased to report a return to profitability driven by scalable growth and
operational efficiencies in FY23, even amidst the uncertainty of the current
environment. Our data and strategic focus lead us to believe that these trends
will continue into FY24 and beyond.
Accelerating both our Core and Digital strategies
We have made significant strategic progress, focusing on both Core and Digital
products.
MindGym has leveraged its innovative, ever-growing science-based IP in Human
Behavioural Change, and our close working relationships with the world's
leading businesses to increase our share of Learning and Development
('L&D') budgets with notable large framework wins driving growth. FY23
also saw some important strengthening of the leadership team in EMEA, which
has shown increased growth rates in the second half, and recently in the
Americas.
Additionally, we expanded our digital offerings as we continue to build an
integrated Behaviour Change Platform ('BCP') to better serve our clients' data
and learning needs. We saw steady progress as we continue to build the BCP.
Digitally-enabled revenues of £37.6m grew by 1 per cent vs FY22, representing
68% of revenues (FY22: 77%) as we saw increases in face-to-face deliveries
with the lifting of COVID restrictions. Pure digital revenues are a growing
segment of this, and increased their product mix to 13% of Group revenue vs
11% in FY22.
The Board
We maintain a significant breadth of experience across our Board, which has
remained unchanged since the prior year. We would like to extend
congratulations to our Independent Non-Executive Director Sir Trevor Phillips,
who received a knighthood for his services to equality and human rights in the
2023 New Year Honours list, and to Octavius Black, our Co-Founder & CEO,
who received a CBE for his services to entrepreneurship, business, life
sciences and community during the year.
Dividend
No dividend has been paid or proposed for the year ended 31 March 2023. The
Board will continue to keep the appropriateness of dividend payments under
periodic review and will next provide an update at the time of the H1 FY24
interim results announcement.
Outlook
The long term drivers of the Global 'human performance' market are very
attractive. In the short to medium term, given the macro-economic challenges,
we anticipate some cautiousness from clients, however our data-backed insights
and solutions continue to demonstrate value to our diversified client base. We
expect to make further progress in FY24, with the investments we have made to
date delivering scalable growth.
Ruby Mcgregor-Smith
Board Chair
12 June 2023
CEO's review
The talent agenda has never been more central. Companies are facing a shifting
macro environment and fundamental changes due to globalisation, COVID's
transformation of the workplace, the navigation of the great resignation, and
increasing stakeholder pressures on issues such as ESG and corporate
behaviour. These factors are impacting our clients' core business KPI's such
as engagement, retention, and quality, and therefore, represent a significant
business challenge to their success.
MindGym has a strong reputation built over 21 years of IP and content, tested
on over five million members, and consistently delivers programmes to client
populations in excess of 10,000 members at a time, in over 40 countries across
the world. Along with an incredible team generating market-leading IP, our
digital products journey is progressing well, providing greater access, and
more data, as we head towards the BCP.
Growing profitably
MindGym partners with the world's foremost companies to optimise their human
capital. The market for our services is vast, growing rapidly, and highly
fragmented.
Our historic strategic investments are now seeing scalable growth and
increasing profitability, and the pace of our digital pipeline development has
accelerated with a reduction in the required uplift in Capex spend in FY24.
Strategic
In FY23, we made significant progress with our strategy of growing our share
of L&D budgets and building the digital BCP.
Growth in our core business
Crystal Metcalfe joined as Managing Director of our EMEA business in Q1 FY23
which has seen regional growth reach 20% in FY23. This reflects general
improvements across all practices, and notable recent successes in large
framework agreements - in particular the +£10m global energy framework we
announced at the half year.
More recently, Cindy Steagall joined our US business as Executive Vice
President at the end of the financial year. In FY23, the US business grew by
8%, benefitting from FX impact. We have every confidence that US performance
will continue to improve, and note that there are some early favourable
tailwinds, including the award of an initial framework agreement with a large
automotive company at the end of the year.
We continue to lead in innovation and remain the global leader with our
clients
At the end of FY22 we launched our Leadership Point of View ('POV') with the
related whitepaper launched at the start of FY23. Our new Wellbeing POV
('Wellworking') was launched during H1 FY23; the whitepaper will be published
during H1 FY24, when we will also be launching a series of new Wellworking
live and eWorkout products.
In May, we hosted the world's largest gathering of c.160 CHROs and their
deputies at our 'CHRO Summit' at the Royal Opera House in London, where we
discussed the latest trends in the HCM market. The depth and breadth of
attendance underscores the value our clients see in the innovative solutions
that MindGym brings to this sector. At this event, we also launched our
Precision coaching whitepaper, in line with the full scale launch of Performa.
We are leveraging our investment to grow more profitably
In FY23, the Company returned to profit before tax, with EBITDA margins of 10%
(FY22: 3%). Our investments of prior years in people, processes and systems
are expected to support continuing financial performance improvement through
FY24 and beyond.
A great example of this is our new shared service centre ('SSC') in
Gateshead, which has been enabled by our operations and system investments.
This is significantly improving the quality of our deliveries, whilst
increasing the scalability of our business model. Enhanced client satisfaction
and freed up resources pave the way for greater value creation and improved
profitability.
Accelerated digital product development
We have made considerable progress as we continue to build MindGym's BCP:
· 100+ bite size eWorkouts for self-paced digital learning enhanced
to deliver greater accessibility with further content and UX improvement in
FY24
· Performa, our 1:1 coaching product supported by our proprietary
coaching methodology and custom digital platform, was fully launched at our
CHRO summit alongside the publication of our new research paper 'Precision
Coaching: better, faster, always whatever your goal'. We will continue to add
new features and UX enhancement through FY24
· We are developing MindGym proprietary organisational diagnostics
which we will be beta testing in FY24 with a view to launch in FY25. This is
alongside integration of our 10X individual diagnostics
· By acquiring the rights to a diagnostics platform, we have
enabled an accelerated journey to our self-serve platform, which we plan to
launch by the end of FY24 - 18 months ahead of schedule
· We continue to anticipate the integration of live delivery and
all our digital solutions in our Behavioural Change Platform, which is the
critical key to unlocking Data and the significant value proposition that this
represents
High-performance culture
I am immensely grateful to our determined team whose spirit, ingenuity and
generosity has set MindGym up not only for the success of today, but to
transform how millions of people employed by our clients will think, feel and
behave for years to come. We strive to make sure our people work with a
resilient mindset whilst we also empower them by ensuring we invest
significantly in learning and development, using internal and external
resources where appropriate. We also sponsor colleagues in their masters,
doctorates and a range of other external qualifications.
We benefit from and remain deeply committed to the diversity of our
organisation. We maintain an internal DE&I committee consisting of
employees across the business, geared at implementing best practice across
MindGym as a whole.
ParentGym
MindGym has a strong track record with all our stakeholders. In 2009, we
launched ParentGym, a programme providing free training to parents of children
aged 2-11, and in FY23, we ran sessions with over 650 families with the aim of
helping them to grow our next generation. This included a partnership with the
Prison Advice and Care Trust (PACT) and running a bespoke programme to support
parents in prison and their families. Many of our employees use their charity
days to support PACT and other charities.
Looking ahead
Notwithstanding continued economic uncertainty, our investments made to date
for scalable growth are starting to provide a return, underpinned by the award
of significant framework agreements and the pace of our digital pipeline
development. With the addition of diagnostics products in FY24 we are
accelerating our journey towards a fully integrated Behavioural Change
Platform ('BCP'). We are confident that organisations will increasingly turn
to MindGym and our unique portfolio of proven solutions to address their
talent and culture challenges.
The opportunity is immense and we are ready to realise it.
Octavius Black
Chief Executive Officer
Financial review
The market for Human Capital Management continues to grow, driven by the
increasing rate of change in society over the last three years. In FY23, we
saw revenues grow at +13% (+5% constant FX) to £55.0m.
Digitally-enabled revenues of £37.6m grew by 1 per cent vs FY22, representing
68% of revenues (FY22: 77%) as we saw increases in face-to-face deliveries
with the lifting of COVID restrictions. Whilst the margin percentage on
face-to-face delivery is lower than for virtual delivery, the absolute profit
per session for face-to-face is higher. We do not anticipate a fundamental
change in the current mix of delivery going forward, but the financial
implications of this would be unlikely to be significant.
Pure digital revenues which are a growing segment of digitally enabled
revenues, increased their product mix to 13% of Group revenue vs 11% in FY22,
following a minor refresh of and increased accessibility within the eWorkouts
portfolio, coupled with the early impact of Performa revenues.
We anticipate that large corporate frameworks will be an increasingly
important part of our growth strategy; notably, the large energy framework win
in H1 FY23 as well as that of, an attractive opportunity in the automotive
sector in H2 FY23.
Earnings before interest, taxation, depreciation and amortisation ('EBITDA')
has increased to 10% (FY22: 3%). Profit before tax ('PBT') has increased by
£3.4m from £(0.5)m in FY22 and this, coupled with ongoing R&D tax
savings, resulted in a diluted EPS of 2.84p which is ahead of prior year
(FY22: 1.59p). We anticipate future benefits from our ongoing savings
programmes and the scalability of our operations, as we progress towards our
medium term target of 15%-20%.
Our balance sheet position remains strong with cash at £7.6m. The overdue
debt balance at the year-end of £0.4m is at an all-time low and in line with
previous years, bad debt is negligible. We retain an undrawn credit facility
of £10m, which provides flexibility for future opportunities.
Improved performance and profitability
Revenue growth of 13% for the full year
MindGym saw +20% growth achieved across EMEA fueled by the impact of the
significant framework agreement won in H1 FY23, as well as the strengthening
of the management team at the start of the year. The US saw single-digit
growth of 8%, reflecting the beneficial impact of FX; ongoing improvements to
the US management team in H2 FY23 are anticipated to drive revenue growth in
FY24.
£000's Year to Year to Change %
March 31(st) 2023 March 31(st) 2022
Group Statutory View 55,011 48,668 + 13%
EMEA 23,742 19,715 + 20%
US 31,269 28,953 + 8%
Delivery revenues have continued to grow throughout FY23, albeit their
relative contribution has been overshadowed by the significant growth of
Design and Advisory, which reflects the large framework agreements won by
MindGym in FY23. High D&A revenues are a strong signal for future delivery
revenues as the first 6-9 months of these frameworks are often scoping, which
is followed by delivery revenue thereafter as the projects are implemented.
Digital revenues continue to demonstrate robust growth, with the revenue mix
increasing versus FY22, reflecting underlying strong performance in digital
eWorkouts and interactive tools, and the increasing take up of Performa. Other
services have been impacted by lower translation-related revenues versus FY22.
Revenue mix by type compared to previous year
FY23 FY22 % change
Delivery 60.3% 63.7% -3.4%
Design 17.2% 11.2% 6.0%
Advisory 1.4% 1.4% -
Digital 13.1% 11.2% 1.9%
Licensing and certification 5.6% 6.0% -0.4%
Other services 2.4% 6.5% -4.1%
Total 100% 100%
Gross profit
Gross margin at 88.4% was ahead of prior year (FY22 87.1%). This was reflected
in both regions with gross margin in the US of 88.4% (FY21: 87.2%) and in EMEA
of 88.5% (FY22: 87.0%).
The improvement in margin reflects some ongoing savings initiatives, but is
largely the result of the increased mix of Design work, the costs of which are
included within administrative costs. In FY24, we anticipate a shift in
revenues from Design to Delivery, particularly as our significant framework
agreements from H1 FY23 moves into the delivery phase in FY24. We have seen a
moderate shift back towards in-person delivery - to date this shift has been
somewhat slower than anticipated (in-person percentage margins are lower than
virtual delivery, but absolute profit per in-person delivery is higher).
Year ended 31 March 2023
Revenue type EMEA US Global
Delivery 60.2% 60.6% 60.3%
Design 19.0% 15.7% 17.2%
Digital 13.4% 12.8% 13.1%
Licensing and certification 3.3% 7.5% 5.6%
Other services 2.4% 2.3% 2.4%
Advisory 1.7% 1.1% 1.4%
Total 100% 100% 100%
Year ended 31 March 2022
Revenue type EMEA US Global
Delivery 60.2% 66.0% 63.7%
Design 13.4% 9.8% 11.2%
Digital 11.9% 10.7% 11.2%
Licensing and certification 5.8% 6.3% 6.0%
Other services 6.8% 6.2% 6.5%
Advisory 1.9% 1.0% 1.4%
Total 100% 100% 100%
Profitability and investment
PBT of £3.0m is a +£3.4m increase on the loss before tax of £0.5m in FY22.
FY23 PBT margins were up +638 bpts on FY22, reflecting in equal parts,
operational gearing, ongoing savings programmes across the business, and the
implementation of a shared service centre midway through the year.
Management's ongoing actions will continue to see margin improvement in FY24
and FY25 from these three levers.
CAPEX
MindGym's capex levels fell to £5.1m in FY23 (from £6.1m in FY22). This
reflects the organisational redesign in Q4 FY22 which further integrated the
business, and at the same time increased the pace of product development. We
continue to target more efficient ways of delivering the BCP, and the recent
acquisition of the rights to a diagnostics platform, has accelerated this by
18 months, whilst reducing the required uplift in Capex spend in FY24 and
FY25.
Taxation
In FY23, MindGym has submitted further claims to ensure it obtains the benefit
of R&D tax credits relating to FY23. At the end of FY23 we recorded a
deferred tax asset of £5.3m in relation to these R&D credits. This is
offset by a £2.2m deferred tax liability being the timing difference linked
to capitalised development costs.
FY23 FY22
Reported Reported
£'000 £'000
Profit/(loss) before tax 2,964 (482)
Tax credit/(charge) (29) 2,084
PAT (earnings) 2,935 1,602
ETR % 0.98% 432.4%
In FY23, the Effective Tax Rate (ETR) continues to be distorted by the
application of the R&D credits noted above. MindGym has factored these
credits in as part of the current year tax charge and related deferred tax
balances. The effect of these tax credits in the UK is offset by the tax
profitability of the US entity, resulting in overall ETR of 0.98%.
Earnings per share
Diluted earnings per share increased by 1.25 pence to 2.84 pence (2022: 1.59
pence). Basic earnings per share were 2.93 pence (2022:1.60 pence).
Dividends
No dividend has been paid or proposed for the year ended 31 March 2023. The
Board will continue to keep the appropriateness of dividend payments under
periodic review and will next provide an update at the time of the H1 FY24
interim announcement.
Operational efficiencies and enablement
We have recently launched a new operational centre of excellence, our shared
service centre ('SSC') based in Gateshead, UK. The creation of the SSC drives
increased efficiency in our business processes and focus on seamless delivery
for our clients. The SSC will also use data analytics to assist with our
strategic decision-making and shape our operational leverage. The continued
focus on automation and AI technology will help deliver increased efficiency
and client satisfaction overall.
Cash flow and balance sheet
Cash and cash equivalents have decreased from £10.0m in FY22 to £7.6m at the
end of FY23, including the FY23 £4.9m investment in digital capital
expenditure.
EBITDA was £5.3 million, 331% up on FY22 EBITDA of £1.2 million, with cash
generated from operations of £4.4 million, which was 278% up on the £1.2
million cash generated from operations in the prior year. Cash generation in
H2 FY23 was £3.1m vs.£2.0m cash consumption in H2 FY22.The working capital
reduction resulted in cash conversion, defined as cash generated from
operations as a percentage of EBITDA, of 83% (FY22: 95%).
Cash conversion
31 March 31 March
2023 2022
£'000 £'000
Cash generated from operations 4,393 1,164
Reported EBITDA 5,294 1,228
Cash conversion (Cash from operations /EBITDA) 83% 95%
Over the year, we again reduced the time taken to invoice clients and improved
the collection of overdue receivables which contributed to the favourable Net
Trade Receivables movement of £1.2m. Overdue debt as a percentage of total
trade receivables fell to 7% at the year end (FY22: 9%), with the amount of
overdue debt reducing £0.3 million to £0.4 million (FY22: £0.7 million).
Deferred income decreased by 6% to £4.4m (FY22: £4.7m) as clients continue
to secure budgets for their following financial year. Trade and other payables
reduced by £1.3m, reflecting greater utilisation of holiday and lower
commission payments.
Tax paid in the year was £0.8 million (FY22: £0.8 million) mainly related to
US activity .
Capital expenditure was £5.1 million (FY22: £6.1 million) which included
£4.9 million of costs capitalised on developing our new digital products and
£0.2m on other tangible fixed assets.
Lease payments on our offices in the UK and the USA were £1.3 million (FY22:
£1.2m). No dividends were paid in the year (FY22: £nil).
At the year end, the Group had cash of £7.6 million (2022: £10.0 million)
and net cash of £4.5m (FY22: £7.8 million) after deducting the lease
liability included on the balance sheet.
Going concern
The Board has reviewed scenario analysis to help assess their forward-looking
assessment of the viability of the Group. The Directors are confident that the
Group has adequate resources to continue in operational existence for the
foreseeable future. The Board has reviewed scenarios including a range of
revenues and cost-reduction actions that could be taken to mitigate a
downturn. This is supported by a strong balance sheet, cash management and
financial controls.
Financial risk management
The Group has a diverse portfolio in excess of 600 clients across many
industrial sectors and countries. The largest client accounted for less than
6% of Group revenue in the year.
The Group has translational foreign currency exposure arising on the
consolidation of overseas company results into Sterling. Where possible the
exposure is naturally hedged, for example by matching US Dollar revenues with
US Dollar costs in the US subsidiary. The Group does not currently use forward
exchange contracts or currency options to hedge currency risk.
Forward-looking statements
Certain statements in this announcement constitute forward-looking statements.
Any statement in this announcement that is not a statement of historical fact
including, without limitation, those regarding the Company's future
expectations, operations, financial performance, financial condition and
business is a forward-looking statement. Such forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially. These risks and uncertainties include, among other factors,
changing economic, financial, business or other market conditions. These and
other factors could adversely affect the outcome and financial effects of the
plans, and events described in this announcement and the Company undertakes no
obligation to update its view of such risks and uncertainties or to update the
forward-looking statements contained herein. Nothing in this announcement
should be constructed as a profit forecast.
Dominic Neary
Chief Financial Officer
12 June 2023
MIND GYM PLC CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year to Year to
31 March 2023 31 March 2022
Note £'000
£'000
Continuing operations
Revenue 4 55,011 48,668
Cost of sales (6,360) (6,284)
Gross profit 48,651 42,384
Administrative expenses (45,568) (42,733)
4, 5 3,083 (349)
Operating profit/(loss)
Finance income 8 55 19
Finance costs 8 (174) (152)
2,964 (482)
Profit/(loss) before tax
9 (29) 2,084
Tax on profit/(loss)
2,935 1,602
Profit for the financial period from continuing operations attributable to
owners of the parent
Items that may be reclassified subsequently to profit or loss
Exchange translation differences on consolidation 297 192
Other comprehensive income for the period attributable to the owners of the 192
parent
298
1,794
Total comprehensive income for the period attributable to the owners of the
parent
3,232
Earnings per share (pence)
Basic 10 1.60
2.93
Diluted 1.59
2.84
MIND GYM PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 March 31 March
2023 2022
Note £'000
£'000
Non-current assets
Intangible assets 12 12,320 8,175
Property, plant and equipment 13 3,691 2,815
Deferred tax assets 9 3,229 2,846
Other receivables 15 230 217
19,470 14,053
Current assets
Inventories 14 53 7
Trade and other receivables 15 9,527 10,063
Current tax receivable 779 494
Cash and cash equivalents 7,587 10,021
17,964 20,585
34,638
Total assets 37,416
Current liabilities
Trade and other payables 16 11,423 12,729
Lease liability 17 1,121 856
Redeemable preference shares 18 50 50
Current tax payable 20 28
12,614 13,663
Non-current liabilities
Lease liability 17 1,988 1,349
Total liabilities 14,602 15,012
19,626
Net assets 22,814
Equity
Share capital 21 1 1
Share premium 242 213
Share option reserve 496 608
Retained earnings 22,075 18,804
19,626
Equity attributable to owners of the parent company 22,814
The financial statements were approved and authorised for issue by the Board
of Directors on 12 June 2023 and were signed on its behalf by:
Dominic Neary
Chief Financial Officer
MIND GYM PLC CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Share option reserve Retained earnings Total equity
Note £'000 £'000 £'000 £'000 £'000
1 157 674 16,620 17,452
At 1 April 2021
- - - 1,602 1,602
Profit for the period
Other comprehensive income:
Exchange translation differences on consolidation - - - 192 192
Total comprehensive income for the period - - - 1,794 1,794
Exercise of options - 56 (407) 407 56
Credit to equity for share-based payments 22 - - 341 - 341
Tax relating to share-based payments 9 - - - (17) (17)
1 213 608 18,804 19,626
At 31 March 2022
- - - 2,935 2,935
Profit for the period
Other comprehensive income:
Exchange translation differences on consolidation - - - 297 297
Total comprehensive income for the period - - - 3,232 3,232
Exercise of options - 29 (39) 39 29
Debit to equity for share-based payments 22 - - (73) - (73)
1 242 496 22,075 22,814
At 31 March 2023
MIND GYM PLC CONSOLIDATED STATEMENT OF CASH FLOWS
Year to Year to
31 March 2023 31 March 2022
Note £'000
£'000
Cash flows from operating activities
Profit for the financial period 2,935 1,602
Adjustments for:
Amortisation of intangible assets 12 743 325
Depreciation of property, plant and equipment 13 1,468 1,252
Net finance costs 8 119 133
Taxation (credit)/charge 9 29 (2,084)
(Increase) in inventories (46) (7)
Decrease in trade and other receivables 524 686
(Increase) in payables and provisions (1,306) (1,084)
Share-based payment (credit)/charge 22 (73) 341
Cash generated from operations 4,393 1,164
Net tax (paid)/received (766) (812)
Net cash generated from operating activities 3,627 352
Cash flows from investing activities
Purchase of intangible assets 12 (4,888) (5,623)
Purchase of property, plant and equipment 13 (240) (514)
Interest received 8 54 12
Net cash used in investing activities (5,074) (6,125)
Cash flows from financing activities
Cash repayment of lease liabilities (1,298) (1,226)
Issuance of ordinary shares 29 56
Interest paid (52) (27)
Net cash used in financing activities (1,321) (1,197)
(6,970)
Net decrease in cash and cash equivalents (2,768)
Cash and cash equivalents at beginning of period 10,021 16,833
Effect of foreign exchange rate changes 334 158
Cash and cash equivalents at the end of period 7,587 10,021
Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand 7,587 10,021
MIND GYM PLC NOTES TO THE GROUP FINANCIAL
STATEMENTS
1. General information
The financial information for the year ended 31 March 2023 and the year ended
31 March 2022 does not constitute the company's statutory accounts for those
years.
Statutory accounts for the year ended 31 March 2022 have been delivered to the
Registrar of Companies. The statutory accounts for the year ended 31 March
2023 will be delivered to the Registrar of Companies in due course.
The auditors' reports on the accounts for 31 March 2023 and 31 March 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.
Mind Gym plc ('the Company') is a public limited company incorporated in
England and Wales, and its ordinary shares are traded on the Alternative
Investment Market of the London Stock Exchange ('AIM'). The address of the
registered office is 160 Kensington High Street, London W8 7RG. The group
consists of Mind Gym plc and its subsidiaries, Mind Gym (USA) Inc., Mind Gym
Performance (Asia) Pte. Ltd, and Mind Gym (Canada) Inc. (together 'the
Group').
The principal activity of the Group is to apply behavioural science to
transform the performance of companies and the lives of the people who work in
them. The Group does this primarily through research, strategic advice,
management and employee development, employee communication and related
services.
2. Summary of significant accounting policies
Basis of preparation
These consolidated financial statements have been prepared in accordance with
UK adopted international accounting standards and within the requirements of
the Companies Act 2006 as applicable to companies reporting under those
standards, including interpretations issued by the International Financial
Reporting Interpretations Committee ('IFRIC'), and within the Companies Act
2006 applicable to companies reporting under IFRS.
The consolidated financial statements have been prepared on a going concern
basis under the historical cost convention.
The consolidated financial statements are presented in Pounds Sterling. All
values are rounded to £1,000 except where otherwise indicated.
The principal accounting policies in the preparation of these financial
statements are set out below. These policies have been consistently applied to
all the years presented unless otherwise stated.
Going concern
The Group meets its day-to-day working capital requirements from the cash
flows generated by its trading activities and its available cash resources. As
at 31 March 2023, the Group had £7.6 million of cash and £3.1m of lease
liabilities.
The Group prepares cash flow forecasts and re-forecasts regularly as part of
the business planning process. The Directors have reviewed forecasted cash
flows for the forthcoming 12 months for the Group from the date of the
approval of the financial statements and consider that the Group will have
sufficient cash resources available to meet its liabilities as they fall
due. These cash flow forecasts have been analysed in light of inflationary
pressure and other medium-term macro-economic impacts and subjected to stress
testing and scenario modelling which the Directors consider sufficiently
robust. The impact of these inflationary pressures are further discussed in
the Board Chair's report. The scenario modelling has assessed the impact of
various degrees of downturn in medium-term revenues generated. The Directors
note that in a downturn scenario the Group also has the option to rationalise
its cost base, including cuts to discretionary capital and overhead
expenditure. The Directors consider that the required level of change to the
Group's forecasted cash flows to give rise to a material risk over going
concern is sufficiently remote.
As a result of these assessments, the Group's strong cash position and its
clients predominantly comprising blue-chip corporates, the Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue
to adopt the going concern basis in preparing the Annual Report and Accounts.
New standards and interpretations applied for the first time
The Group did not adopt any new or amended IFRSs and IFRIC interpretations
from 1 April 2022.
New standards and interpretations not yet applied
At the date of authorisation of these financial statements the following
standards and interpretations were in issue but not yet effective for the
financial period and have not been applied. The Directors plan to adopt these
standards in line with their effective dates.
Applicable for periods starting on or after
Amendments to IAS 1: Classification of Liabilities as Current or Non-current 1 January 2023
Amendments to IAS 8: Definition of Accounting Estimates 1 January 2023
Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting 1 January 2023
policies
Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising 1 January 2023
from a Single Transaction
Amendments to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 - 1 January 2023
Comparative information
Amendments to IAS 1: Classification of Liabilities as Current or Non-current 1 January 2024
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback 1 January 2024
The Directors anticipate that the adoption of these standards and amendments
will have no material impact on the financial statements.
Basis of consolidation
The consolidated financial statements incorporate those of Mind Gym plc and
its subsidiary undertakings (i.e. entities that the Group controls 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.
All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation. Where necessary,
amounts reported by subsidiaries have been adjusted to conform with the
Group's accounting policies.
Foreign currency translation
The Group's presentation currency is Pound Sterling. The results and financial
position of subsidiaries that have a functional currency different from
Sterling are translated into Sterling as follows:
· Assets and liabilities are translated at the closing rate at the
balance sheet date
· Income and expenses are translated at average rates of exchange
prevailing during the year
All resulting exchange differences are recognised in equity.
Foreign currency transactions are initially recorded at the exchange rate at
the date of the transaction. Foreign exchange gains and losses resulting from
settlement of such transactions, and from the translation at exchange rates at
the balance sheet date of monetary assets or liabilities denominated in
foreign currencies, are recognised in profit or loss.
Revenue recognition
Revenue is recognised when control over a product or service is transferred to
a customer. Due to the short-term nature of the trade receivables, the Group
measures them at the original transaction price invoiced without discounting.
The Group generates revenue from business-to-business customers by satisfying
the following performance obligations:
· Delivering coach-led face-to-face and virtual training sessions.
Revenue is recognised at a point in time on the date of delivery of the
session.
· Developing training programmes customised to specific needs.
Revenue is recognised at a point in time on the completion of all development
work or at the end of a stage of work when the contract provides an
enforceable right to payment on completion of a stage.
· Licensing digital training modules to clients. When
non-cancellable digital modules are provided to the client and hosted on the
client's servers, revenue is recognised at a point in time on the date the
modules are provided to the client. Where the client has a right to cancel,
revenue is recognised at the start of each committed period. When digital
modules are hosted on the Group's servers, revenue is recognised over time
across the life of the agreement.
· Training and certifying client staff to act as coaches. Revenue
is recognised at a point in time on the date of delivery of the certification
course.
· Digital coaching platform and coaching sessions. Revenue is
recognised over time, across the life of the agreement and in line with
expected customer usage levels.
Any advance consideration received from clients represents a contract
liability and is disclosed in Note 16 under the heading deferred income. When
the performance obligation has been satisfied but the income has not yet been
invoiced, the amount represents a contract asset and is disclosed in Note 15
as accrued income.
The incremental costs of obtaining a contract principally consist of
commissions paid to the Group's sales team. The sales team earn commission
over time as the revenue they have generated is recognised. Commission costs
are not therefore capitalised.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of a qualifying asset are capitalised during the period of time
that is necessary to complete and prepare the asset for its intended use or
sale. Other borrowing costs are expensed in the period in which they are
incurred and reported in finance costs.
Share-based payments
Where share options are awarded to employees, the fair value of the options at
the date of grant is charged to the Consolidated Statement of Comprehensive
Income over the vesting period. Non-market performance conditions are taken
into account by adjusting the number of equity instruments expected to vest at
each Statement of Financial Position date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options
that eventually vest. Market performance conditions are factored into the fair
value of the options granted. The cumulative expense is not adjusted for
failure to achieve a market performance condition.
The fair value of the award also takes into account non-vesting conditions.
These are either factors beyond the control of either party (such as a target
based on an index) or factors that are within the control of one or other of
the parties (such as the Group keeping the scheme open or the employee
maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the Consolidated Statement of
Comprehensive Income over the remaining vesting period.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations.
The contributions are recognised as an expense in the Statement of
Comprehensive Income when they fall due.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The current tax payable is based on taxable profit for the year. Taxable
profit differs from accounting profit as reported in the Consolidated
Statement of Comprehensive Income because it excludes items of income or
expense that are taxable or deductible in other years, and it further excludes
items that are never taxable or deductible. The Group's liability for current
tax is calculated using tax rates that have been enacted or substantively
enacted at the period-end date.
Deferred tax is provided using the liability method on temporary differences
between the tax bases of assets and liabilities and their carrying amounts in
the financial statements. Deferred tax is not recognised on temporary
differences arising from the initial recognition of goodwill or other assets
and liabilities in a transaction, other than a business combination, that
affects neither the accounting nor the taxable profit.
Deferred tax is measured on a non-discounted basis using tax rates and laws
that have been enacted or substantively enacted by the balance sheet date and
are expected to apply when the related deferred tax asset is realised, or
deferred tax liability is settled. Deferred tax assets are recognised to the
extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities, and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority.
The Group has taken advantage of HMRC's Small-Medium Enterprise (SME) Research
and Development tax relief scheme. This has resulted in an enhanced deduction
on eligible activities and is a significant component of both the tax credit
in the Consolidated Statement of Comprehensive Income and deferred tax asset
recognised in the balance sheet.
Tax is charged or credited in the Consolidated Statement of Comprehensive
Income, except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also recognised in equity.
Intangible assets
Externally acquired intangible assets are initially recognised at cost.
Expenditure on internally developed assets is capitalised if it can be
demonstrated that it is technically feasible to develop the product for it to
provide expected future economic benefits, adequate resources are available to
complete the development, there is an intention to complete the project and
expenditure on the project can be measured reliably.
Other research and development costs that do not meet the above criteria are
recognised as expenses as incurred. Development costs previously recognised as
an expense are not recognised as an asset in a subsequent period.
After recognition, intangible assets are measured at cost less any accumulated
amortisation and impairment losses. Amortisation is charged to administrative
expenses on a straight-line basis from the date on which the asset is
available for use. Intangible assets are amortised over their estimated useful
lives as follows:
· Internally developed
software Three to five years
· Other intangible
assets One to
five years
·
Trademarks
10 years
The assets' residual values, useful lives and amortisation methods are
reviewed and adjusted prospectively if appropriate at each reporting date.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Historical cost includes
expenditure that is directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the
manner intended by management. Subsequent costs are included in the asset's
carrying amount only when it is probable that future economic benefits
associated with the item will flow to the Group. All other repairs and
maintenance costs are charged to profit or loss during the period in which
they are incurred.
Assets are depreciated to their estimated residual value using the
straight-line method over their estimated useful lives as follows:
· Leasehold improvements
Over the period of the lease
· Fixtures, fittings and
equipment Two to five years
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate at each balance sheet
date.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in the Consolidated Statement of
Comprehensive Income.
Impairment of property, plant and equipment and intangible assets
At each reporting date, the Group reviews the carrying amounts of its
property, plant and equipment and intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss (if any).
The recoverable amount is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific
to the asset, for which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.
Leases
Lease identification
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identifiable asset for a period of time in
exchange for consideration.
Right-of-use asset
The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date, plus any initial direct costs incurred, and
an estimate of costs to dismantle and remove the underlying asset or to
restore the underlying asset or the site on which it is located, less any
lease incentives received.
The right-of-use asset is depreciated on a straight-line basis over the
shorter of the estimated useful life of the asset and the lease term. In
addition, the right-of-use asset is periodically reduced by impairment losses,
if any, and adjusted for certain re-measurements of the lease liability.
Lease liability
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed payments (including in-substance fixed
payments) less any lease incentives receivable.
The lease liability is measured at amortised cost using the effective interest
method.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to those leases
that have a lease term of 12 months or less from the commencement date and do
not contain a purchase option. It also applies the low-value assets
recognition exemption to leases of assets below $5,000. Lease payments on
short-term leases and leases of low-value assets are recognised as an expense
on a straight-line basis over the lease term.
As a lessor
When the Group acts as a lessor, it determines at lease inception whether each
lease is a finance lease or an operating lease.
When the Group is an intermediate lessor, it accounts for its interests in the
head lease and the sub-lease separately. It assesses the lease classification
of a sub-lease with reference to the right-of-use asset arising from the head
lease, not with reference to the underlying asset.
Amounts due from lessees under finance leases are recognised as finance lease
receivables at the amount of the Group's present value of the lease receipts.
The finance lease receivable is subsequently measured by increasing the
carrying amount to reflect interest on the finance lease receivable (using the
discount rate used at commencement) and by reducing the carrying amount to
reflect the lease payments received.
Inventories
Inventories comprise pack materials used in the delivery of courses and are
stated at the lower of cost and net realisable value. Cost is based on the
cost of purchase on a first in, first out basis. Work in progress and finished
goods include labour and attributable overheads. Net realisable value is the
estimated selling price less costs to complete and sell.
At each reporting date, inventories are assessed for impairment. If stock is
impaired, the carrying amount is reduced to its realisable value. The
impairment loss is recognised immediately in profit or loss.
Financial instruments
Financial instruments are recognised when the Group becomes party to the
contractual provisions of the instrument. The Group only enters into basic
financial instruments and does not have any hedging instruments.
Financial assets and liabilities are offset, with the net amounts presented in
the Financial Statements, when there is a legally enforceable right to set off
the recognised amounts and there is an intention to settle on a net basis or
to realise the asset and settle the liability simultaneously.
Financial assets - loans and receivables
All of the Group's financial assets fall into the loans and receivables
category. Loans and receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market. Financial
assets included in loans and receivables are recognised initially at fair
value. Subsequent to initial recognition they are measured at amortised cost,
using the effective interest rate method, less any impairment losses.
Financial assets are assessed for indicators of impairment at each reporting
date.
A provision for impairment of trade receivables is made for expected lifetime
credit losses based on past experience and general economic factors. Further
provisions are made against specific trade and other receivables when there is
objective evidence that one or more loss events that occurred after the
initial recognition of the financial asset, have had an impact on the
estimated future cash flows of the financial asset. The amount of the loss is
measured as the difference between the asset's carrying amount and the present
value of estimated future cash flows discounted at the financial asset's
original effective interest rate. Impaired debts are derecognised when they
are assessed as uncollectible.
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire or are settled, or when the Group transfers the
financial asset and substantially all the risks and rewards of ownership to
another entity, or if some significant risks and rewards of ownership are
retained but control of the asset has transferred to another party that is
able to sell the asset in its entirety to an unrelated third party.
Financial liabilities - other financial liabilities
All of the Group's financial liabilities fall into the other financial
liabilities category. Such financial liabilities are initially measured at
fair value less any directly attributable transaction costs. Subsequent to
initial recognition, these liabilities are measured at amortised cost using
the effective interest method.
The effective interest method is a method of calculating the amortised cost of
a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the financial
liability to the net carrying amount on initial recognition.
Financial liabilities are derecognised when the Group's contractual
obligations expire or are discharged or cancelled.
Cash and cash equivalents
In the Statement of Cash Flows, cash and cash equivalents comprise cash in
hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank
overdrafts. In the Statement of Financial Position, bank overdrafts are shown
within borrowings in current liabilities.
Dividends
Dividend income is recognised when the right to receive payment is
established.
Dividends payable are recognised when paid, or as a liability in the period in
which the dividends are approved by the shareholders of the Company.
3. Use of judgements and estimates
In preparing these consolidated Financial Statements, management has made
judgements and estimates that affect the application of the Group's accounting
policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognised prospectively.
Judgements
Judgements made in applying accounting policies that have the most significant
effects on the amounts recognised in the financial statements are:
Going concern
As noted in Note 2, the financial statements have been prepared on a going
concern basis, following detailed scenario testing and review.
Capitalisation of internally developed intangibles
Costs of £4.8 million incurred on developing software and new digital
products have been capitalised in the year (see Note 12). Initial
capitalisation is based on management's judgement on which costs meet the
definition of development costs. Costs capitalised include directly
attributable labour costs and purchases of directly attributable products and
services. No overheads have been capitalised. Initial capitalisation and any
subsequent impairment is also based on management's judgement that
technological and economic feasibility is demonstrated and assumptions
regarding the expected future cash generation of the projects and the expected
period of benefits.
Assumptions and estimation uncertainties
Assumptions and estimation uncertainties at 31 March 2023 that have a
significant risk of resulting in a material adjustment to the carrying amounts
of assets and liabilities in the next financial year are:
Useful economic life of intangible assets
The useful economic lives of capitalised development costs, which are key
estimates, are assessed by management. In assessing the useful economic lives
of the coaching platform, Performa, management took factors into account such
as the speed of change in technology used across these types of Digital
products. Initially management assessed the useful economic life of Performa
as 3 years, however, following a detailed review of the underlying code base
management have determined that a 5-year useful economic life is more
appropriate. The policy has been amended accordingly and implemented from 1
April 2022. The useful economic lives have been benchmarked against the market
and are deemed reasonable. A 3 or 4 year useful economic life would have
increased the amortisation charge for the year ending 31 March 2023 by
£501,000 or £317,000 respectively.
Recognition of deferred tax asset
The availability of future taxable profits against which tax losses carried
forward can be used is an estimation uncertainty. Management has determined
that it is likely that the carried forward losses of £21 million (generating
a £5.3 million deferred tax asset) will be utilised against future taxable
profits. Based on latest management forecasts, the Group is expecting to
generate taxable profits over the next 5 years. There is no expiration date
on the losses. These losses have mainly arisen on enhanced deductions
arising from claims under the UK Research and Development regime for small and
medium-sized companies, and not from day-to-day operations. Supporting this
assertion is the existence of a deferred tax liability on the associated
intangible assets of £2.4 million and new business opportunities and
framework agreements which have been secured.
4. Segmental analysis
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker, who is responsible
for allocating resources and assessing performance of the business. The chief
operating decision-maker has been identified as the Board. The Group has two
operating segments: EMEA (comprising the United Kingdom and Singapore) and
America (comprising the United States and Canada).
Both segments derive their revenue from a single business activity, the
provision of human capital and business improvement solutions.
The Group's business is not highly seasonal, and the Group's customer base is
diversified with no individually significant customer.
Segment results for the year ended 31 March 2023
Segment result
EMEA America Total
£'000 £'000 £'000
Revenue 23,742 31,269 55,011
Cost of sales (2,740) (3,620) (6,360)
Administrative expenses (23,092) (22,476) (45,568)
(Loss)/profit before inter-segment charges (2,090) 5,173 3,083
Inter-segment charges 5,067 (5,067) -
Operating profit - segment result 2,977 106 3,083
Finance income 55
Finance costs (174)
Profit before taxation 2,964
Management does not report segmental assets and liabilities internally and as
such an analysis is not reported.
The mix of revenue for the year ended 31 March 2023 is set out below.
EMEA America Group
Delivery 60.2% 60.6% 60.3%
Design 19.0% 15.7% 17.2%
Digital 13.4% 12.8% 13.1%
Licensing and certification 3.3% 7.5% 5.6%
Other 2.4% 2.3% 2.4%
Advisory 1.7% 1.1% 1.4%
The vast majority of the Group's contracts are for the delivery of services
within the next 12 months. The Group has therefore taken advantage of the
practical expedient in paragraph 121(a) of IFRS 15 not to disclose information
about remaining performance obligations.
Segment results for the year ended 31 March 2022
Segment result
EMEA America Total
£'000 £'000 £'000
Revenue 19,715 28,953 48,668
Cost of sales (2,572) (3,712) (6,284)
Administrative expenses (23,705) (19,028) (42,733)
(Loss)/profit before inter-segment charges (6,562) 6,213 (349)
Inter-segment charges 5,084 (5,084) -
Operating (loss)/profit - segment result (1,478) 1,129 (349)
Finance income 19
Finance costs (152)
Loss before taxation (482)
Management does not report segmental assets and liabilities internally and as
such an analysis is not reported.
The mix of revenue for the year ended 31 March 2022 is set out below.
EMEA America Group
Delivery 60.2% 66.0% 63.7%
Design 13.4% 9.8% 11.2%
Digital 11.9% 10.7% 11.2%
Licensing and certification 5.8% 6.3% 6.0%
Other 6.8% 6.2% 6.5%
Advisory 1.9% 1.0% 1.4%
The vast majority of the Group's contracts are for the delivery of services
within the next 12 months. The Group has therefore taken advantage of the
practical expedient in paragraph 121(a) of IFRS 15 not to disclose information
about remaining performance obligations.
5. Operating profit
Operating profit/(loss) is stated after charging:
31 March 2022
31 March 2023
£'000
£'000
Coach costs 4,960 5,025
Staff costs (Note 7) 34,962 32,977
Amortisation of intangible assets 743 325
Depreciation of property, plant and equipment 1,468 1,252
Short-term and low-value lease expense 18 23
Write-back of trade receivables (106) (11)
6. Auditor remuneration
31 March 2022
31 March 2023
£'000
£'000
Fees for audit of the Company and consolidated financial statements 134 97
Fees for audit of the Company's subsidiaries pursuant to legislation 24 16
Total audit fees 158 113
Tax compliance services 20 69
Tax advisory services - 6
Other services 15 11
Total fees payable to the auditor 193 199
7. Employees
Staff costs were as follows:
31 March 2022
31 March 2023
£'000
£'000
Wages and salaries 31,036 28,828
Social security costs 2,944 2,825
Pension costs - defined contribution plans 1,055 983
Share-based payments (73) 341
34,962 32,977
The average number of the Group's employees by function was:
31 March 2022
31 March 2023
Delivery 218 196
Support 79 86
Digital 44 50
341 332
The year-end number of the Group's employees by function was:
31 March 2022
31 March 2023
Delivery 241 206
Support 86 88
Digital 46 41
373 335
Key management personnel include all Directors and a number of senior managers
across the Group who together have responsibility and authority for planning,
directing and controlling the activities of the Group. The compensation paid
to key management personnel for services provided to the Group was:
31 March 2022
31 March 2023
£'000
£'000
Salaries, bonuses and other short-term employee benefits 2,624 2,955
Post-employment benefits 72 130
Termination benefits - 311
Share-based payments (109) 111
Total compensation 2,587 3,507
Details of Directors' remuneration and share options are set out in the Annual
Report on Remuneration on pages 87 to 92.
8. Net finance costs
31 March 2022
31 March 2023
£'000
£'000
Finance income
Bank interest receivable 54 12
Finance lease income 1 7
55 19
Finance costs
Bank interest payable (52) (27)
Lease interest (122) (125)
(174) (152)
(119) (133)
9. Tax
The tax (credit)/charge for the year comprises:
31 March 2022
31 March 2023
£'000
£'000
UK current tax - -
UK adjustment in respect of prior periods - (42)
Withholding tax 8 -
Foreign current tax 73 326
Foreign adjustment in respect of prior periods 322 19
Total current tax charge 403 303
Deferred tax - current year (131) (1,317)
Deferred tax - adjustment in respect of prior periods (R&D claims) (154) (429)
Effect of changes in tax rates (89) (641)
Total deferred tax credit (374) (2,387)
Total tax (credit)/charge 29 (2,084)
Tax on items credited to equity:
31 March 2022
31 March 2023
£'000
£'000
Current tax credit on share-based payments - -
Deferred tax (credit)/charge on share-based payments - 17
Total tax credit in equity - 17
The tax charge for the year can be reconciled to accounting profit as follows:
31 March 2022
31 March 2023
£'000
£'000
Profit/(loss) before tax 2,964 (482)
Expected tax charge/(credit) based on the standard rate of tax in the UK of 563 (91)
19% (2022: 19%)
Differences in overseas tax rates 11 91
Expenses not deductible for tax purposes 846 717
Adjustments to tax in respect of prior periods (2022: R&D claims) 168 (452)
Enhanced R&D deduction (1,466) (1,722)
Tax rate changes (89) (641)
Other tax adjustments (4) 14
Total tax (credit)/charge 29 (2,084)
The main categories of deferred tax assets recognised by the Group are:
Tax losses Intangible assets Other Total
£'000 £'000 £'000 £'000
At 1 April 2021 - - 230 230
Credited to income 4,049 (1,526) 103 2,626
Credited to equity - - (17) (17)
Exchange differences - - 7 7
At 31 March 2022 4,049 (1,526) 323 2,846
Credited to income 1,205 (848) 15 372
Credited to equity - - - -
Exchange differences - - 11 11
At 31 March 2023 5,254 (2,374) 349 3,229
The standard rate of corporation tax in the UK is 19% until 31 March 2023. The
March 2022 Budget Statement announced an increase in the main corporation tax
rate to 25%, which will take effect from 1 April 2023. This increase was
substantively enacted at the balance sheet date.
The Group has recognised £5.3 million of deferred tax assets relating to
carried forward tax losses. 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 deferred
tax asset valuation allowance on an annual basis to estimate whether
sufficient future taxable income will be generated to permit use of the
existing deferred tax assets.
The Group has recognised a corresponding £2.4 million of deferred tax
liabilities relating to timing differences on intangible assets.
Other deferred tax assets includes deferred tax on shared based payments in
the UK and other temporary timing differences.
10. Earnings per share
Basic earnings per share (EPS) is calculated by dividing the earnings
attributable to shareholders of the Company by the weighted average number of
ordinary shares in issue during the year. The Company has potentially dilutive
shares in respect of the share-based payment plans (see Note 23).
31 March 2022
31 March 2023
Weighted average number of shares in issue 100,143,571 100,009,727
Potentially dilutive shares (weighted average) 3,141,506 442,548
Diluted number of shares (weighted average) 103,285,077 100,452,275
31 March 2023 31 March 2022
Basic EPS Diluted EPS Basic EPS Diluted EPS
£'000 pence Pence £'000 pence pence
Net profit/(loss) attributable to shareholders 2,935 2.93 2.84 1,602 1.60 1.59
11. Dividends
No dividends have been paid or proposed for the year ended 31 March 2023
(2022: nil).
12. Intangible assets
Patents Development costs Total
£'000 £'000 £'000
Cost
At 1 April 2021 63 4,761 4,824
Additions - 5,623 5,623
At 31 March 2022 63 10,384 10,447
Additions 58 4,830 4,888
Disposals - (41) (41)
At 31 March 2023 121 15,173 15,294
Amortisation
At 1 April 2021 63 1,884 1,947
Amortisation charge - 325 325
At 31 March 2022 63 2,209 2,272
Amortisation charge 3 740 743
Disposals - (41) (41)
At 31 March 2023 66 2,908 2,974
Net book value
At 31 March 2022 - 8,175 8,175
At 31 March 2023 55 12,265 12,320
Development cost additions in the year to 31 March 2023 include software
development costs directly incurred in the creation of new digital assets.
13. Property, plant and equipment
Right-of-use asset Leasehold improvements Fixtures, fittings and equipment Total
£'000 £'000 £'000 £'000
Cost
At 1 April 2021 3,921 321 1,444 5,686
Additions 39 186 328 553
Disposals - - (301) (301)
Exchange differences 128 12 38 178
At 31 March 2022 4,088 519 1,509 6,116
Additions 1,937 2 238 2,177
Disposals - - - -
Exchange differences 164 17 46 227
At 31 March 2023 6,189 538 1,793 8,520
Depreciation
At 1 April 2021 1,250 234 796 2,280
Depreciation charge 885 53 314 1,252
Disposals - - (301) (301)
Exchange differences 49 - 21 70
At 31 March 2022 2,184 287 830 3,301
Depreciation charge 1,013 86 369 1,468
Disposals - - - -
Exchange differences 38 1 21 60
At 31 March 2023 3,235 374 1,220 4,829
Net book value
At 31 March 2022 1,904 232 679 2,815
At 31 March 2023 2,954 164 573 3,691
14. Inventories
31 March 2022
31 March 2023
£'000
Finished goods 53 7
Write-back of inventory amounted to £32,000 (2022: £nil).
The cost of inventories recognised as an expense and included in cost of sales
amounted to £392,000 (2022: £112,000).
15. Trade and other receivables
31 March 2022
31 March 2023
£'000
£'000
Non-current
Prepayments in respect of property deposits 230 217
230 217
Current
Trade receivables 6,730 7,999
Less provision for impairment (102) (212)
Net trade receivables 6,628 7,787
Net investment in sub-lease - 81
Other receivables 80 82
Prepayments 1,125 1,170
Accrued income 1,694 943
9,527 10,063
Trade receivables have been aged with respect to the payment terms as follows:
31 March 2022
31 March 2023
£'000
£'000
Not past due 6,282 7,274
Past due 0-30 days 336 401
Past due 31-60 days 74 109
Past due 61-90 days 12 25
Past due more than 90 days 26 190
6,730 7,999
The movement in the allowance for impairment losses was:
31 March 2022
31 March 2023
£'000
£'000
At the beginning of the period 212 227
Write-back (110) (14)
Utilisation of provision (5) (7)
Foreign exchange adjustment 5 6
At the end of the period 102 212
The Group has applied the simplified approach to measuring expected credit
losses, as permitted by IFRS 9, and recognises a loss allowance based on the
lifetime expected credit loss.
16. Trade and other payables
31 March 2022
31 March 2023
£'000 £'000
Trade payables 1,257 1,401
Other taxation and social security 744 663
Other payables 396 690
Accruals 4,606 5,257
Deferred income 4,420 4,718
12,729
11,423
17. Lease liability
The lease liabilities included in the statement of financial position are:
31 March 2022
31 March 2023
£'000
£'000
Current 1,121 856
Non-current 1,988 1,349
2,205
3,109
The related right-of-use asset is disclosed in Note 13.
The movements in the lease liability were as follows:
31 March 2022
31 March 2023
£'000
£'000
At the beginning of the year 2,205 3,166
Lease payments 1,948 (1,226)
Finance cost 122 121
Additions (1,298) 39
Exchange differences 132 105
At the end of the year 3,109 2,205
The maturity analysis of the contractual undiscounted cash flows is:
31 March 2022
31 March 2023
£'000
£'000
Less than one year 1,227 934
Between one and five years 2,094 1,412
Total future lease payments 3,321 2,346
Total future interest payments (212) (141)
Total lease liability 2,205
3,109
18. Redeemable preference shares
The Company allotted and issued 50,000 redeemable preference shares of £1.00
each to Octavius Black in June 2018. The shares are fully paid up. Under the
Articles of Association, the Company may redeem the preference shares at their
nominal amount at any time specified by either the Directors or the preference
share holder. The preference share capital, however, counts towards the
£50,000 minimum share capital required under the Companies Act 2006 and
cannot therefore be redeemed unless the Company increases its other share
capital. The preference shares are non-voting, give no rights to dividends or
interest and entitle the holder to the return of the nominal value on a
winding up.
19. Borrowings
The Group entered into a £10 million debt facility (£6 million Revolving
Credit Facility, £4 million accordion) on 30 September 2021 which matures
after three years. The facility remains undrawn as at 12 June 2023.
20. Financial instruments and financial risk management
Financial instruments by category
Trade and other receivables (excluding prepayments), cash and cash equivalents
and trade and other payables are initially measured at fair value and
subsequently held at amortised cost.
31 March 2022
31 March 2023
£'000
£'000
Net trade receivables 6,628 7,787
Other receivables 80 82
Prepayments in respect of property deposits 230 217
Cash and cash equivalents 7,587 10,021
Financial assets at amortised cost 18,107
14,525
Trade payables 1,257 1,401
Other payables 396 690
Lease liabilities 3,109 2,205
Financial liabilities at amortised cost 4,296
4,762
The Group holds no assets or liabilities that are held at fair value through
income statement or OCI.
As the trade and other receivables and trade and other payables have a
maturity of less than one year, the notional amount is deemed to reflect the
fair value.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to provide returns for shareholders
and benefits for other stakeholders and to maintain an optimal capital
structure.
The Group's sources of funding currently comprise cash flows generated from
operations, and equity contributed by shareholders. The Group has no
borrowings and is not subject to any externally imposed capital requirements.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders to
the extent allowed by the Company's articles or issue new shares.
Financial risk management
The Group's risk management is overseen by the Audit and Risk Committee. The
Group is exposed to a variety of financial risks that result from its
operations, including credit risk, liquidity risk and foreign currency risk.
Since the Group has no debt it is not significantly exposed to interest rate
risk. The Group has not entered into any derivative transactions, such as
interest rate swaps or forward foreign exchange contracts.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks, or the methods used to measure them from previous periods unless
otherwise stated in this note.
Credit risk
Credit risk arises principally from the Group's trade receivables from
customers and monies on deposit with financial institutions.
Credit risk on trade receivables is considered to be relatively low as the
Group's customers mainly consist of large credit-worthy organisations. Credit
exposure is spread over a large number of customers and so there is no
significant concentration of credit risk. Outstanding and overdue balances are
regularly reviewed and resulting actions are put in place on a timely basis.
The Group establishes an allowance for impairment. This is based on a review
of individual balances taking into account the results of credit control
communications and our knowledge about the customer relationship. See Note 15
Trade and other receivables for further information on ageing and impairment
of trade receivables.
Credit risk also arises from cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties are accepted, and management maintain a close
relationship with the Group's banks.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:
31 March 2022
31 March 2023
£'000
£'000
Trade receivables 6,628 7,787
Other receivables 80 82
Prepayments in respect of property deposits 230 217
Cash and cash equivalents 7,587 10,021
At the end of the period 14,525 18,107
Liquidity risk
The Group ensures, as far as possible, that it has sufficient funds to meet
foreseeable operational expenses. Cash flow forecasting is performed by Group
Finance who monitor rolling forecasts of the Group's liquidity requirements.
Such forecasting takes into consideration expected cash receipts, regular
spending and payment of taxes such as VAT, payroll and corporate income tax.
Currently, the Group's liquidity risk is low as it is has a surplus of cash in
all entities and the £10 million debt facility available (set out in Note
19). All Group liabilities in the current and prior year are due within three
months of the reporting date, apart from lease liabilities. The maturity of
the lease liability is set out in Note 17.
Foreign currency risk
The Group operates internationally and is exposed to foreign currency risk on
sales and purchases that are denominated in a currency other than Sterling.
The currencies giving rise to this risk are primarily the US Dollar and the
Euro. Where possible the exposure is mitigated by a natural hedge. For
example, US Dollar revenues are partially matched by US Dollar costs in the US
subsidiary.
The Group holds cash in the UK in Sterling, Euro and US Dollar bank accounts
and in the USA in US Dollar and Canadian Dollar bank accounts.
Trade receivables and cash and cash equivalents are analysed by currency as
follows:
GBP USD EUR Other Total
£'000 £'000 £'000 £'000 £'000
At 31 March 2023
Net trade receivables 2,981 3,070 351 226 6,628
Cash and cash equivalents 4,659 2,631 136 161 7,587
At 31 March 2022
Net trade receivables 2,592 4,581 468 146 7,787
Cash and cash equivalents 6,725 3,018 95 183 10,021
The Group does not currently use forward foreign exchange contracts or
currency options to hedge currency risk.
21. Share capital
31 March 2023 31 March 2023 31 March 2022 31 March 2022
Cost Cost
Number £'000 Number £'000
Ordinary shares of £0.00001 at 1 April 100,105,660 1 99,791,784 1
Issue of shares to satisfy options 61,924 - 313,876 -
Ordinary shares of £0.00001 at 31 March 100,167,584 1 100,105,660 1
An Employee Benefit Trust ('EBT') has been established in connection with the
Group's Share Incentive Plan. The movements in own shares held by the Employee
Benefit Trust and the market value of the shares held at the year-end are
shown below.
31 March 2023 31 March 2023 31 March 2022 31 March 2022
Cost Cost
Number £'000 Number £'000
As at 1 April 111,655 - 119,875 -
Issue of new shares to EBT - - (8,220) -
Ordinary shares of £0.00001 at 31 March 111,655 - 111,655 -
Market value at 31 March 76 151
22. Share-based payments
The Group awards options to selected employees under a Long-Term Incentive
Share Option Plan ('LTIP'). The options granted to date vest subject only to
remaining employed up to the vesting date. Unexercised options do not entitle
the holder to dividends or to voting rights.
The Group operates the Mind Gym plc Share Incentive Plan (SIP). An initial
award of £1,000 of free shares was granted in October 2018 to all employees
at the IPO price of 146 pence. The shares are held in an employee benefit
trust and vest after three years subject only to remaining employed up to the
vesting date. The holder is entitled to dividends over the vesting period.
Many employees have elected to leave their shares in the trust for a further
two years for tax purposes.
On 30 September 2019, the Group launched a Save As You Earn scheme ('SAYE')
and an Employee Share Purchase Plan ('ESPP') for all eligible employees in the
UK and USA respectively.
The total share-based payments expense was:
31 March 2022
31 March 2023
£'000
£'000
Equity settled share-based payments (73) 341
The movements in the number of share awards and share options and the weighted
average exercise price of awards are:
31 March 2023 31 March 2022
Number Weighted average exercise price £ Number Weighted average exercise price £
Outstanding at the beginning of the period 2,246,912 0.66 2,287,024 0.66
Granted during the period 2,517,268 0.13 2,448,318 0.14
Forfeited during the period (1,110,690) 0.44 (2,166,334) 0.14
Exercised during the period (61,924) 0.67 (322,096) 0.17
Outstanding at the end of the period 3,591,566 0.36 2,246,912 0.66
Exercisable at the end of the period 3,461 4,110
Weighted average fair value of awards granted (£) 1.09 1.69
The range of exercise prices and weighted average remaining contractual life
of share awards and share options outstanding at 31 March were:
31 March 2022
31 March 2023
£'000
£'000
£ nil 1,061,246 428,770
£0.00001 1,437,007 584,580
£0.77000 277,000 316,987
£1.02000 248,317 -
£1.04000 20,768 201,981
£1.44500 50,418 217,784
£1.46000 496,810 496,810
3,591,566 2,246,912
Weighted average remaining contractual life (years) 7.2 5.8
Simple share options awarded under the LTIP, SAYE and ESPP are valued using
the Black-Scholes model. Complex share options awarded under the LTIP are
valued using the Monte Carlo model. Shares awarded under the SIP are valued
directly by reference to the share price at date of grant. The principal
assumptions used in these valuations were:
Date of grant Share price at grant Exercise price Expected life Expected volatility Dividend yield Risk-free rate Fair value
£ £ years % % % £
LTIP (2-year vesting) 27 Apr 2018 1.24 Nil 2 n/a 1.4% n/a 1.20
LTIP (3-year vesting) 27 Apr 2018 1.24 Nil 3 n/a 1.4% n/a 1.19
LTIP (2-year vesting) 25 Jun 2018 1.46 1.46 10 19% 1.4% 1.0% 0.28
LTIP (3-year vesting) 25 Jun 2018 1.46 1.46 10 19% 1.4% 1.0% 0.28
SIP 8 Oct 2018 1.67 Nil n/a n/a n/a n/a 1.67
SAYE 30 Sep 19 1.22 1.04 3 19% 1.4% 1.0% 0.25
ESPP 30 Sep 19 1.22 1.04 1 19% 1.4% 1.0% 0.20
LTIP (3-year vesting) 31 Mar 20* 1.00 Nil 3 n/a 1.4% n/a 0.96
LTIP (4-year vesting) 31 Mar 20* 1.00 Nil 4 n/a 1.4% n/a 0.95
LTIP (5-year vesting) 31 Mar 20* 1.00 Nil 5 n/a 1.4% n/a 0.93
SAYE 1 Sep 20 0.90 0.77 3 19% 1.4% 1.0% 0.25
ESPP 1 Sep 20 0.90 0.77 1 19% 1.4% 1.0% 0.20
LTIP (3-year vesting) 14 Jul 21** 1.90 Nil 3 36% 0% 0.15% 1.90
LTIP (3-year vesting) 14 Jul 21** 1.90 Nil 3 36% 0% 0.15% 1.69
LTIP (4-year vesting) 14 Jul 21** 1.90 Nil 4 36% 0% 0.23% 1.90
LTIP (4-year vesting) 14 Jul 21** 1.90 Nil 4 36% 0% 0.23% 1.70
LTIP (5-year vesting) 14 Jul 21** 1.90 Nil 5 36% 0% 0.31% 1.90
LTIP (5-year vesting) 14 Jul 21** 1.90 Nil 5 36% 0% 0.31% 1.73
SAYE 1 Aug 21 1.70 1.445 3 36% 0% 0.31% 0.53
ESPP 1 Aug 21 1.70 1.445 1 34% 0% 0.15% 0.36
LTIP (3-year vesting) 3 Dec 21 1.675 Nil 3 36% 0% 0.15% 1.675
LTIP (4-year vesting) 3 Dec 21 1.675 Nil 4 36% 0% 0.23% 1.675
LTIP (5-year vesting) 3 Dec 21 1.675 Nil 5 36% 0% 0.31% 1.675
LTIP (3-year vesting) 21 July 22 1.20 Nil 3 36% 0% 0.15% 1.20
LTIP (4-year vesting) 21 July 22 1.20 Nil 4 36% 0% 0.23% 1.20
LTIP (5-year vesting) 21 July 22 1.20 Nil 5 36% 0% 0.31% 1.20
SAYE 1 Aug 22 1.20 1.02 3 36% 0% 0.31% 0.38
ESPP 1 Aug 22 1.20 1.02 1 34% 0% 0.15% 0.26
* includes further options granted on 12 Jun 2020 on the same terms and with
the same valuation assumptions.
* includes further options granted on 3 Dec 2021 on the same terms and with
the same valuation assumptions.
23. Controlling party
The Group was controlled by O. Black and J. Cash by virtue of their joint
shareholding in the Company throughout the period.
There were the following related party transactions during the year and
balances at the end of the year:
· Key management compensation as disclosed in Note 7.
· Trevor Phillips, a non-executive director of Mind Gym plc, is
also chairman and director of Green Park Interim and Executive Search which
provided services to the Group totalling £1,538 in the year ended 31 March
2023.
24. Events after the reporting period
There were no post-balance sheet events.
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