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REG - Mind Gym PLC - Half Year Results

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RNS Number : 5026O  Mind Gym PLC  03 December 2024

3 December 2024

Mind Gym PLC

("Mind Gym", the "Group" or the "Company")

Half year results for the six months ended 30 September 2024

 

MindGym returns to EBITDA profit

 

MindGym (AIM: MIND), the global provider of human capital and business
improvement solutions, announces its half year results for the six months
ended 30 September 2024.

 

                                     6 months to    6 months to    12 months to 31 Mar 2024  Change

                                     30 Sept 2024   30 Sept 2023   (FY24)                    vs H1 FY24

                                     (H1 FY25)      (H1 FY24)
 Revenue                             £20.2m         £20.9m         £44.9m                    -3%
 EMEA Revenue                        £12.1m         £9.8m          £23.7m                    +24%
 US Revenue                          £8.1m          £11.1m         £21.2m                    -27%
 Gross profit margin                 84.9%          85.4%          86.2%                     -50bps
 Adjusted EBITDA(1,2)                £0.8m          (£4.1m)        (£0.3m)                   +£4.9m
 Statutory (loss)/profit before tax  (£0.9m)        (£13.2m)       (£12.1m)                  +£12.4m
 Diluted (loss)/earnings per share   (0.79p)        (11.34p)       (10.86p)                  +10.55p
 Cash at bank                        £0.7m          £2.1m          £1.4m                     -£1.4m
 Capital expenditure                 £0.9m          £3.0m          £4.2m                     -70%

( )

(1) Adjusted EBITDA represents the underlying level of profit/(loss),
excluding exceptional items.  In H1 FY25, exceptional items totalled £nil
(H1 FY24: £7.7m).

(2) Adjusted EBITDA includes £0.1m of other income (H1 FY24: £nil) relating
to Research and Development tax relief under the merged scheme.  Previously
Research and Development was accounted for as a tax credit under the SME
scheme.

Overview

 

MindGym is in a transition, making our solutions easier to buy, easier to sell
and easier to renew.  The business has returned to profitability amidst
challenging market conditions for HR services. We are making good progress on
our strategic areas of focus launching new diagnostics and AI-based products
together with a new set of packaged go-to-market solutions to deliver more
sustainable, repeatable revenues.

 

Financial Highlights - Return to EBITDA profit

 

·      The Group returned to EBITDA profitability with margins of 4.0%
(HY24 adjusted EBITDA loss: margin of -20%) driven by the impact of the cost
reduction exercise in FY24.

·      Revenue was broadly flat at -3% (-2% in constant currency) versus
H1 FY24, reflecting economic headwinds resulting in cautious buying behaviours
and postponed contracts:

o  Performance in EMEA has been strong with revenues of £12.1m, a 24%
improvement versus H1 FY24, benefiting from the multi-year energy framework
agreement, which ends in December 2024.

o  In the US, performance was weaker and has been impacted by the challenging
market conditions, including a continued reduction in DEI spending, with H1
revenues down 27% to £8.1m (25% in constant currency).  There are early
indicators of market recovery with pipeline improvements and average deal size
increasing.

·      Significant reduction in overheads reflecting the savings from
the prior year cost reduction exercise and operational efficiencies gained in
line with our globalised strategy:

o  Decreased by 42% or £12m year on year, or 23% when excluding the
adjusting items in the prior period

o  Since H1, a further £2m in annualised cost savings have been implemented.

·      During the period, MindGym negotiated a new £4m overdraft
facility which replaces the existing RCF and reduces ongoing finance costs.
As at 30 September 2024, cash at bank was £0.7m which, combined with access
to the £4m overdraft facility, provides the Group with sufficient liquidity.

 

Strategic and Operational Highlights - New products, platforms and packaged
solutions

 

·      Successfully launched a new diagnostics offering in Q2 with a
number of clients, to be followed by additional diagnostics products in H2
laying the foundations for a data and analytics proposition.

·      Existing solutions are being enhanced by new AI-powered products
to further personalise the user experience. These products will include a new
AI-based speech coaching platform launching in H2.

·      Moving from a "build" to a "partner" platform strategy, which
includes several new platform partnerships signed in early H2 to improve
operational efficiency and add new product features and offers.  This
includes contracting a new third party coaching platform that will provide a
more cost-effective solution and improved features for our clients. This will
lead to a £4.4m impairment charge in H2.

·      Expanded our go-to-market strategy with the launch of several new
packaged solutions that are expected to deliver multi-year agreements and
recurring revenues.

 

 

Current Trading & Outlook - Unchanged

 

·      MindGym's outlook for the full year remains unchanged, with
actions taken to eliminate further costs, providing greater resilience and
underpinning improved profitability.

·      Headline revenue in FY26 is expected to be slightly lower as a
result of the anticipated conclusion of the energy framework agreement in
December 2024. However, underlying revenue growth is expected in FY26 and
beyond.

·      The new go-to-market strategy focussed on introducing package
subscription offers will lay the foundation for continued and sustainable
growth into FY26 and beyond.

·      The Group continues to invest in the strategic objectives and
targets a medium-term EBITDA margin of 15% to 20%.

 

Board Changes

 

o  Emily Fyffe was appointed as Chief Financial Officer and to the Board
during the period.

 

Analyst and Investor Webcast

 

The Company will host a webcast and conference call for analysts and investors
at 9:00am GMT today. Please contact mindgym@mhpgroup.com for further
information.

 

Christoffer Ellehuus, Chief Executive Officer of Mind Gym, said:

"MindGym has delivered a resilient performance with a significant improvement
in profitability, despite a macroeconomic environment that remains
challenging.

 

We are making good progress on our strategy to productise and digitise our IP,
as we evolve the business from episodic training provider to behaviour change
partner. This multi-year transformation is making MindGym solutions easy to
buy, easy to sell and easy to renew, whilst delivering more sustainable and
repeatable revenues."

 

 

Enquiries:

 

 Mind Gym plc                                    +44 (0)20 7376 0626

 Christoffer Ellehuus, Chief Executive Officer   investors@themindgym.com

 Emily Fyffe, Chief Financial Officer
 Panmure Liberum (Nominated Adviser and Broker)  +44 (0)20 3100 2000

 Nicholas How

 Dougie McLeod
 MHP (for media enquiries)                       +44 (0) 7885 447 944

 Reg Hoare                                       mindgym@mhpgroup.com

 Katie Hunt

 Veronica Farah

 

About MindGym

MindGym 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.

 

MindGym 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)

 

Operational Review

MindGym is on a multi-year transformation journey to evolve the business from
episodic training provider to behaviour change partner, which is setting the
Group up to earn more sustainable, repeatable revenues. FY25 is a year of
recalibration for the business as it balances positioning the Group for growth
while delivering a return to profit.

 

Trading conditions continued to be challenging in H1 FY25 with cautious buying
behaviours leading to delayed contracts, particularly in the US.  H1 revenues
of £20.2m were 3% lower than FY24.  Strong performance in EMEA with 24%
growth largely offset the reduction in the US, which was down 27% (25% in
constant currency).

 

Despite the reduction in revenues, the Group achieved a return to
profitability at the EBITDA level.

 

The Group continues to deliver against its strategy:

 

Improvement in operational efficiency and resilience:

In H1 the Group continued to simplify and globalise its organisational
structure and reduce the cost base.  These activities will continue into H2
and will result in eliminating a further £2m of annualised costs. The
streamlined organisation structure, combined with the simplified product
offering, builds an operating model that is more sustainable and less key
person dependent.

 

As anticipated, this journey will take time and the impact of the investments
are expected to benefit FY26, with the larger operational efficiencies
benefitting FY27 in full.

 

Integrated packages:

Through H1 FY25, the Company focussed product development on integrated
packages which combines MindGym proprietary diagnostics, digital self-directed
and live deliveries aligned with our strategy to make our solutions easier to
buy, easier to sell and easier to renew.

·      According to a study conducted by MindGym of 200 CHRO's, 58% say
enhancing workforce productivity is a top priority for 2024(1).  The business
has launched two packaged products in response to this market need.  The
first packaged product, "Discover and Drive: Wellworking", is targeted at
helping our clients drive sustainable employee productivity by leveraging a
combination of our new proprietary employee diagnostic together with our
proven training products and application tools. A separate manager package is
targeted at helping managers have difficult performance conversations and will
feature a new AI conversation coaching tool.  This will be launched in early
Q4.

·      In November, the Group also launched a new licensed IP Package
for clients who have their own in-house certified MindGym coaches and want
more flexible access to MindGym's proven content.  This allows clients to
access MindGym's proprietary IP over a license period of one to three years
and offers greater flexibility to use the content, separate to our
facilitation, and embed MindGym content in the clients' learning journeys.
This will lead to stickier client relationships and ultimately sustainable,
recurring revenues.

 

Strategic partnerships:

In early H2 MindGym has secured significant partnerships to drive operational
efficiencies and improve the scalability of the MindGym offering, signing new
vendor agreements for:

·      A new third party coaching platform that in combination with
MindGym's scalable Precision Coaching solution provides a seamless, integrated
experience for clients seeking high-quality, scalable coaching interventions
via our network of accredited coaches.  This partnership is a more
cost-effective solution and provides our clients with more features and a
better user experience compared to our internally developed Performa
platform.  This will lead to a £4.4m impairment charge in H2 largely
relating to the Performa platform and associated assets.

·      A comprehensive Training Management System (TMS) designed to
manage complex training needs more efficiently and allow us to scale
operations. The system will handle all aspects of MindGym's training
logistics, from scheduling and resource management to communication and
tracking outcomes. The platform will also provide a new capability for MindGym
to host IP subscription materials or create learning journeys for clients. It
will integrate with other business tools and systems allowing for a
streamlined solution that creates for more efficient operations.

·      An AI communication coaching tool, which will be powered by
MindGym IP and sold as part of an Integrated MindGym solution targeted at
helping line managers have difficult performance conversations.

 

Marketing strategies:

MindGym continues to build a digital marketing infrastructure that will allow
us to better target new business client opportunities and increase in-bound
lead-flow. These efforts will also include launch of a new client facing
website to be released in Q4, which will allow MindGym to more clearly
communicate to clients who we are, what we do and how we differentiate.

 

The Group has also focussed on ways to engage key buyers in the market,
including the launch of MindGym's Talent Leaders Network, a by-invitation-only
network for global heads of talent management at the world's leading
organisations.  This network has been launched in London and the New York
chapter will launch in January.  The network is growing and initial
activities have targeted over 100 heads of talent management.

 

Financial Review:

 

Revenue

Revenue in H1 FY25 was £20.2m, broadly flat at -3% on the equivalent period
in the prior year (H1 FY24: £20.9m):

·      In EMEA, performance was strong with revenues increasing by 24%
to £12.1m (H1 FY24: £9.8m).  This was helped by the multi-year energy
framework agreement, which has delivered revenues above expectations as a
result of an extension beyond the initial 2-year term, concluding in December
2024.  Underlying performance, excluding the framework agreement, is broadly
flat at -3%.  We expect to see a return to underlying growth in this region
in H2.

·      In the US, revenue decreased by 27% (25% in constant currency) to
£8.1m (H1 FY24: £11.1m).  This was driven by a sustained reduction in
client spend, particularly in DEI initiatives.

 

 

Gross margin

Gross margin declined slightly to 84.9% (H1 FY24: 85.4%), reflecting the
increase to delivery revenue mix in the period.

 

Administrative Expenses

Overheads of £18.0m decreased by 42% (H1 FY24: £31.0m) or 23% when excluding
the adjusting items in the prior period, reflecting the savings from the prior
year cost reduction exercise and operational efficiencies gained in line with
the globalised strategy.  Prior period adjusting items of £7.7m included the
digital asset impairment, impairment of the US office lease and restructuring
costs.  The average headcount reduced from 358 to 264 in the six months to 30
September 2024, a 26% reduction.  Further savings have been implemented since
the end of the H1 period, expected to deliver annualised savings of £2m. The
National Insurance increase announced in the Autumn budget by HMRC comes into
effect in FY26 and steps will be taken to mitigate the impact of this.

 

Share based payments were a credit of £0.1m, impacted by the reversal of
historic charges due to reduced employee numbers and reduced likelihood of
achieving stretch performance conditions.  Awards to management, including
performance conditions and timebound options, were granted in August 2024.

 

Depreciation and amortisation increased slightly to £1.5m (H1 FY24: £1.4m),
driven by the launch of the new Diagnostics product in Q2 FY25.

 

Profit/(loss)

The EBITDA profit for the period was £0.8m (H1 FY24: £4.1m loss excluding
the impact of the exceptional items).  The loss before tax was a loss of
£0.9m (H1 FY24: £13.2m loss).  The comparative period loss excluding the
impact of exceptional items was £5.5m.  There were no adjusting items in the
six months to 30 September 2024.

 

Basic loss per share in the period was 0.79p (H1 FY24: 11.34p loss).
Adjusted loss per share was 0.79p (H1 FY24: 5.61p loss).

 

Cash

Cash at bank at 30 September 2024 was £0.7m, a reduction of £0.7m from the
year-end balance at 31 March 2024 of £1.4m.  MindGym's liquidity position is
bolstered by immediate access to the recently negotiated £4.0m bank overdraft
facility and combined these provide sufficient liquidity.

 

The Group continues to manage working capital tightly: overdue debt has fallen
to 6% of trade debtors compared to 13% at the same time a year ago.

 

Non-adjusting post balance date event

In line with the new strategy to leverage digital partnerships to drive
operational efficiencies and deliver scalable programmes, the Group signed two
vendor agreements in early H2.  These vendors will replace internally
developed intangible assets that are currently in use.  It is expected that
the new digital partnerships will be launched in Q4.  This decision led to a
potential indicator of impairment and triggered a review of all intangible
digital assets. This will result in a one-off impairment charge of £4.4m
which will be reflected in H2.

 

Dividend

The Board continues to prioritise investment for growth over the coming years,
and therefore no interim dividend will be paid for the period ended 30
September 2024.

 

Outlook

The Group's outlook for the full year remains unchanged, with actions taken
providing greater resilience and expected to lead to improved profitability in
due course.  Headline revenue in FY26 is expected to be slightly lower as a
result of the anticipated conclusion of the energy framework agreement in
December 2024. However, underlying revenue growth is expected in FY26 and
beyond. The new go-to-market strategy focussed on introducing package
subscription offers will lay the foundation for continued and sustainable
growth into FY26 and beyond. The Group continues to target a medium-term
EBITDA margin of 15% to 20%.

 

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.

 

 

MIND GYM PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                                        6 months to   6 months to   Year to

                                                                                        30 Sept       30 Sept       31 March

                                                                                        2024          2023          2024

                                                                                        (Unaudited)   (Unaudited)   (Audited)
                                                                                  Note  £'000         £'000         £'000

 Revenue                                                                          3     20,207        20,905        44,914
 Cost of sales                                                                          (3,042)       (3,051)       (6,194)
 Gross profit                                                                           17,165        17,854        38,720
 Administrative expenses                                                                (18,005)      (30,978)      (50,734)
 Other income                                                                           98            -             -
                                                                                        (742)         (13,124)      (12,014)

 Operating profit/(loss)
                                                                                  5     -             30            30

 Finance income
 Finance costs                                                                    5     (116)         (78)          (163)

 (Loss)/profit before taxation                                                          (858)         (13,172)      (12,147)

 Adjusted (loss)/profit before tax                                                      (858)         (5,497)       (3,264)

 Adjusting items                                                                  6     -             (7,675)       (8,883)

 (Loss)/profit before tax                                                               (858)         (13,172)      (12,147)

                                                                                  7     71            1,808         1,259

 Tax on (loss)/profit
                                                                                        (787)         (11,364)      (10,888)

 (Loss)/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                                      (204)         20            (98)
 Other comprehensive income for the period attributable to the owners of the            (204)         20
 parent

                                                                                                                    (98)
                                                                                        (991)         (11,344)

 Total comprehensive income for the period attributable to the owners of the
 parent

                                                                                                                    (10,986)

 (Loss)/earnings per share (pence)
 Basic                                                                            8     (0.79p)       (11.34p)      (10.86p)
 Diluted                                                                          8     (0.79p)       (11.34p)      (10.86p)

 

 

 Adjusted (loss)/earnings per share (pence)
 Basic                                           8     (0.79p)  (5.61p)  (4.25)
 Diluted                                         8     (0.79p)  (5.61p)  (4.25)

 
 

MIND GYM PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                                             30 September  30 September  31

                                                             2024          2023          March

                                                                                         2024
                                                       Note  (Unaudited)   (Unaudited)   (Audited)

                                                             £'000         £'000         £'000
 Non-current assets
 Intangible assets                                     10    8,131         7,904         8,252
 Property, plant and equipment                         11    1,623         2,697         2,100
 Deferred tax assets                                         2,392         2,783         2,281
 Other receivables                                           -             233           -
                                                             12,146        13,617        12,633
 Current assets
 Inventories                                                 26            42            40
 Trade and other receivables                           12    6,605         7,258         7,787
 Current tax receivable                                      75            1,193         551
 Cash and cash equivalents                                   746           2,069         1,369
                                                             7,452         10,562        9,747
                                                             19,598        24,179

 Total assets                                                                            22,380

 Current liabilities
 Trade and other payables                              13    7,293         10,010        8,474
 Lease liability                                             606           1,118         980
 Redeemable preference shares                                50            50            50
 Current tax payable                                         -             -             1
                                                             7,949         11,178        9,505
 Non-current liabilities
 Lease liability                                             867           1,529         1,038

 Total liabilities                                           8,816         12,707        10,543
                                                             10,782        11,472

 Net assets                                                                              11,837

 Equity
 Share capital                                         15    1             1             1
 Share premium                                               274           258           258
 Share option reserve                                        378           474           481
 Retained earnings                                           10,129        10,739        11,097
                                                             10,782        11,472

 Equity attributable to owners of the parent Company                                     11,837

 

The Board of Directors approved these condensed interim financial statements
on 2 December 2024.

 

 

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              242            496                   22,075             22,814

 At 1 April 2023
                                                          -              -              -                     (11,364)           (11,364)

 (Loss) for the period

 Other comprehensive income:
 Exchange translation differences on consolidation        -              -              -                     20                 20
 Total comprehensive loss for the period                                                                      (11,344)           (11,344)
 Exercise of options                                      -              16             (8)                   8                  16
 Credit to equity for share based payments          16    -              -              (14)                  -                  (14)
                                                          1              258            474                   10,739             11,472

 At 30 September 2023

                                                          -              -              -                     476                476

 Profit for the period

 Other comprehensive income:
 Exchange translation differences on consolidation        -              -              -                     (118)              (118)
 Total comprehensive income for the period                -              -              -                     358                358
 Debit to equity for share based payments           16    -              -              7                     -                  7
                                                          1              258            481                   11,097             11,837

 At 31 March 2024
                                                          -              -              -                     (787)              (787)

 (Loss) for the period

 Other comprehensive income:
 Exchange translation differences on consolidation        -              -              -                     (202)              (202)
 Total comprehensive loss for the period                                                                      (989)              (989)
 Exercise of options                                      -              16             (21)                  21                 16
 Credit to equity for share based payments          16    -              -              (82)                  -                  (82)
                                                          1              274            378                   10,129             10,782

 At 30 September 2024

 

MIND GYM PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

 

                                                                  6 months to     6 months to     Year to

                                                                  30 Sept         30 Sept         31 March

                                                                  2024            2023            2024

                                                                   (Unaudited)     (Unaudited)    (Audited)
                                                            Note  £'000           £'000           £'000
 Cash flows from operating activities
 (Loss)/profit for the financial period                           (787)           (11,364)        (10,888)

 Adjustments for:
 Amortisation of intangible assets                          10    1,020           740             1,615
 Impairment of intangible assets                            10    -               6,604           6,604
 Depreciation of tangible assets                            11    526             610             1,173
 Impairment of right of use asset                           11    -               516             517
 Net finance costs                                          5     116             48              133
 Taxation (credit)/charge                                   7     (71)            (1,808)         (1,259)
 R&D expenditure credit                                           (98)            -               -
 Decrease/(increase) in inventories                               14              11              13
 Decrease/(increase) in trade and other receivables         12    1,182           2,266           1,970
 (Decrease)/increase in payables and provisions             13    (1,181)         (1,413)         (2,965)
 Share based payment charge                                 16    (82)            (14)            (7)
 Cash (utilised)/generated from operations                        639             (3,804)         (3,094)
 Net tax received/(paid)                                          534             1,864           1,363
 R&D refund on account                                            -               -               1,066
 Net cash generated from operating activities                     1,173           (1,940)         (665)

 Cash flows from investing activities
 Purchase of intangible assets                              10    (899)           (2,928)         (4,151)
 Purchase of property, plant and equipment                  11    (20)            (55)            (82)
 Interest received                                                -               30              30
 Net cash used in investing activities                            (919)           (2,953)         (4,203)

 Cash flows from financing activities
 Cash repayment of lease liabilities                              (613)           (610)           (1,229)
 Issuance of ordinary shares                                15    16              16              16
 Interest paid                                                    (76)            (15)            (47)
 Net cash used in financing activities                            (673)           (609)           (1,260)
                                                                  (419)           (5,502)         (6,128)

 Net (decrease) in cash and cash equivalents
 Cash and cash equivalents at beginning of period                 1,369           7,587           7,587
 Effect of foreign exchange rate changes                          (204)           (16)            (90)
 Cash and cash equivalents at the end of period                   746             2,069           1,369

 Cash and cash equivalents at the end of period comprise:
 Cash at bank and in hand                                         746             2,069           1,369

 

 

MIND GYM PLC

NOTES TO THE GROUP FINANCIAL STATEMENTS

 

1.   General information

Mind Gym plc ("the Company") is a public limited company incorporated in
England & 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.   Basis of preparation

The condensed interim financial statements have been prepared in accordance
with the requirements of the AIM Rules for Companies. As permitted, the
Company has chosen not to adopt IAS 34 "Interim Financial Statements" in
preparing this interim financial information. The condensed interim financial
statements should be read in conjunction with the annual financial statements
for the year ended 31 March 2024, which have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European
Union, including interpretations issued by the International Financial
Reporting Interpretations Committee ("IFRIC"), and with the Companies Act 2006
applicable to companies reporting under IFRS. The unaudited interim financial
information does not constitute statutory accounts within the meaning of the
Companies Act 2006. This interim report, which has neither been audited nor
reviewed by independent auditors, was approved by the Board of Directors on 2
December 2024.

 

Statutory accounts for the year ended 31 March 2024 were approved by the Board
of Directors on 14 June 2024 and delivered to the Registrar of Companies. The
report of the auditors on those accounts was unqualified, did not contain an
emphasis of matter paragraph and did not contain any statement under Section
498 of the Companies Act 2006.

 

The interim financial statements have been prepared on a going concern basis
under the historical cost convention.

 

The interim financial statements are presented in pounds sterling. All values
are rounded to £1,000 except where otherwise indicated.

 

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

 

From 1 April 2024, the UK Research and Development tax regime changed such
that small and medium sized businesses claim under the new merged scheme.
Under the merged scheme, as the majority of the Group's qualifying expenditure
is capitalised on the Balance Sheet, the Group has the option of recording the
Research and Development Expenditure Credit ("RDEC") within the Digital Asset
on the Statement of Financial Position or as a taxable credit within the
Statement of Comprehensive Income. The Group has elected to book a taxable
credit within the Statement of Comprehensive Income.

 

3.   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 6 months ended 30 September 2024 (Unaudited)

 

Segment result

                                      EMEA      America  Total
                                      £'000     £'000    £'000
 Revenue                              12,136    8,071    20,207
 Cost of sales                        (1,938)   (1,104)  (3,042)
 Administrative expenses              (11,381)  (6,624)  (18,005)
 Other income                         98        -        98
 Profit before inter-segment charges  (1,085)   343      (742)
 Inter-segment charges                312       (312)    -
 Operating profit - segment result    (773)     31       (742)
 Finance income                                          -
 Finance costs                                           (116)
 (Loss) before tax                                       (858)

 

 Adjusted (loss) before tax         EMEA    America  Total
                                    £'000   £'000    £'000
 Operating (loss) - segment result  (773)   31       (742)
 Adjusting items                    -       -        -
 Adjusted EBIT                      (773)   31       (742)
 Finance income                                      -
 Finance costs                                       (116)
 Profit before tax                                   (858)

 

 

The mix of revenue for the six months ended 30 September 2024 is set out
below.

                              EMEA   America  Group
 Delivery                     76.5%  68.3%    73.2%
 Design                       12.4%  14.2%    13.2%
 Digital                      6.8%   8.6%     6.6%
 Licensing and certification  1.0%   6.8%     2.2%
 Other                        2.1%   1.7%     4%
 Advisory                     1.2%   0.4%     0.8%

 

Segment results for the 6 months ended 30 September 2023 (Unaudited)

 

Segment result

                                      EMEA      America   Total
                                      £'000     £'000     £'000
 Revenue                              9,807     11,098    20,905
 Cost of sales                        (1,508)   (1,543)   (3,051)
 Administrative expenses              (19,999)  (10,979)  (30,978)
 Profit before inter-segment charges  (11,700)  (1,424)   (13,124)
 Inter-segment charges                (295)     295       -
 Operating profit - segment result    (11,995)  (1,129)   (13,124)
 Finance income                                           30
 Finance costs                                            (78)
 (Loss) before tax                                        (13,172)

 

 Adjusted (loss) before tax         EMEA      America  Total
                                    £'000     £'000    £'000
 Operating (loss) - segment result  (11,995)  (1,129)  (13,124)
 Adjusting items                    6,714     961      7,675
 Adjusted EBIT                      (5,281)   (168)    (5,449)
 Finance income                                        30
 Finance costs                                         (78)
 Profit before tax                                     (5,497)

 

 

The mix of revenue for the six months ended 30 September 2023 is set out
below.

                              EMEA   America  Group
 Delivery                     69.4%  75.0%    72.3%
 Design                       15.0%  9.2%     11.7%
 Digital                      10.2%  8.7%     9.7%
 Licensing and certification  2.5%   2.6%     3.3%
 Other                        1.8%   4.0%     2.2%
 Advisory                     1.1%   0.5%     0.8%

 

 

Segment results for the year ended 31 March 2024 (Audited)

 

Segment result

                                             EMEA      America   Total
                                             £'000     £'000     £'000
 Revenue                                     23,729    21,185    44,914
 Cost of sales                               (3,465)   (2,729)   (6,194)
 Administrative expenses                     (32,453)  (18,281)  (50,734)
 (Loss)/profit before inter-segment charges  (12,189)  175       (12,014)
 Inter-segment charges                       75        (75)      -
 Operating (loss)/profit - segment result    (12,114)  100       (12,014)
 Finance income                                                  30
 Finance costs                                                   (163)
 Loss before tax                                                 (12,147)

 

 Adjusted (loss)/profit before tax         EMEA      America  Total
                                           £'000     £'000    £'000
 Operating (loss)/profit - segment result  (12,114)  100      (12,014)
 Adjusting items                           7,693     1,190    8,883
 Adjusted LBIT/EBIT                        (4,421)   1,290    (3,131)
 Finance income                                               30
 Finance costs                                                (163)
 Loss before taxation                                         (3,264)

 

 

The mix of revenue for the year ended 31 March 2024 is set out below.

                              EMEA   America  Group
 Delivery                     67.1%  67.8%    67.4%
 Design                       15.0%  10.9%    13.0%
 Digital                      9.6%   10.7%    10.2%
 Licensing and certification  2.2%   8.2%     5.0%
 Other                        4.0%   1.7%     2.9%
 Advisory                     2.1%   0.7%     1.5%

 

 

4.   Employees

Staff costs were as follows:

                                                         6 months to 30 Sept 2024  6 months to 30 Sept 2023  Year to 31 March 2024

                                                         (Unaudited)               (Unaudited)               (Audited)
                                                         £'000                     £'000                     £'000

 Wages and salaries                                      12,229                    16,093                    28,059
 Social security costs                                   1,121                     1,481                     2,678
 Pension costs - defined contribution plans              453                       584                       1,059
 Share-based payments                                    (82)                      (14)                      (7)
                                                         13,721                    18,144                    31,789
 Restructuring payroll costs included in adjusted items  -                         -                         1,722
                                                         13,721                    18,144                    33,511

 

 

The average number of Group's employees by function was:

 

           6 months to 30 Sept 2024  6 months to 30 Sept 2023  Year to 31 March 2024

           (Unaudited)               (Unaudited)               (Audited)

 Delivery  169                       226                       211
 Support   82                        81                        79
 Digital   13                        51                        41
           264                       358                       331

 

 

 

 

 

 

The period end number of Group's employees by function was:

 

           6 months to 30 Sept 2024  6 months to 30 Sept 2023  Year to 31 March 2024

           (Unaudited)               (Unaudited)               (Audited)

 Delivery  162                       216                       175
 Support   82                        81                        79
 Digital   12                        52                        16
           256                       349                       270

 

 

 

5.   Net finance costs

                           6 months to 30 Sept 2024  6 months to 30 Sept 2023  Year to 31 March 2024

                           (Unaudited)               (Unaudited)               (Audited)
                           £'000                     £'000                     £'000
 Finance income
 Interest receivable       -                         30                        30
 Finance lease income      -                         -                         -
                           -                         30                        30
 Finance costs
 Interest payable          (46)                      (15)                      (47)
 Other borrowing costs     (30)                      -                         -
 Lease interest (IFRS 16)  (40)                      (63)                      (116)
                           (116)                     (48)                      (133)

 

6.   Adjusting items

                                   6 months to 30 Sept 2024  6 months to 30 Sept 2023  Year to 31 March 2024

                                   (Unaudited)               (Unaudited)               (Audited)
                                   £'000                     £'000                     £'000

 Restructuring costs               -                         555                       1,762
 Impairment of intangibles         -                         6,604                     6,604
 Impairment of right of use asset  -                         516                       516
                                   -                         7,675                     8,883

 

Restructuring costs in the year ended 31 March 2024 included redundancy costs
related to the reduction of the cost base.

Impairment of intangible assets were excluded from the adjusted results of the
Group since the costs were one-off charges.  These related to digital assets
not in use that are no longer being developed.

The Group tested right-of-use assets for impairment, and recognised an
impairment loss on a leased asset.

No adjusting items have been identified for the six months ended 30 September
2024.

 

7.   Tax

The statutory tax credit of £71,000 (six months ended 30 September 2023:
credit of £1,808,000); year ended 31 March 2024: credit of £1,259,000)
represents an effective tax rate on loss before tax of 9% (six months ended 30
September 2023: 13.7%; year ended 31 March 2024: 10.36%).

 

8.   Earnings per share

Basic earnings per share 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 16).

                                                       30 Sept 2024  30 Sept 2023      31 March 2024

                                                       (Unaudited)   (Unaudited)       (Audited)

 Weighted average number of shares in issue            100,208,494   100,174,502       100,186,450
 Potentially dilutive shares (weighted average)        3,070,090     4,324,325         7,921,037
 Fully diluted number of shares (weighted average)     103,278,584   104,498,827       108,107,487

 

                                             6 months to 30 Sept 2024  6 months to 30 Sept 2023  Year to 31 March 2024

                                             (Unaudited)               (Unaudited)               (Audited)

                                             pence                     pence                     pence

 Basic (loss)/earnings per share             (0.79)                    (11.34)                   (10.86)
 Diluted (loss)/earnings per share           (0.79)                    (11.34)                   (10.86)

 Adjusted basic (loss)/earnings per share    (0.79)                    (5.61)                    (4.25)
 Adjusted diluted (loss)/earnings per share  (0.79)                    (5.61)                    (4.25)

 

 

9.   Dividends

 

The Board did not propose a final dividend for the year ended 31 March 2024.
No interim dividend is proposed for the period to 30 September 2024.

 

 

 

 

 

 

10.  Intangible assets

                                Patents  Development costs  Total
                                £'000    £'000              £'000
 Cost
 At 1 April 2024 (restated)(1)  144      17,639             17,783
 Additions                      15       884                899
 At 30 September 2024           159      18,523             18,682

 Amortisation
 At 1 April 2024 (restated)(1)  73       9,458              9,531
 Amortisation charge            4        1,016              1,020
 At 30 September 2024           77       10,474             10,551

 Net book value
 At 31 March 2024               71       8,181              8,252
 At 30 September 2024           82       8,049              8,131

 

 

Development cost additions in the six months ended 30 September 2024 includes
software development costs directly incurred in the creation of new digital
assets.

In the six months to 30 September 2023, the Group undertook an impairment
review and as result reflected an impairment charge in the period. No such
impairment was required in the six months to 30 September 2024.

Subsequent to 30 September 2024, the Group decided to reduce the amount
invested in internally developed projects and rather leverage digital
partnerships.  This decision led to a potential indicator of impairment and
triggered an impairment review of the intangible digital assets. As a result
of this review an impairment charge of £4.4m will be recognised in H2.  This
is discussed further at Note 17.

(1)The gross cost and gross accumulated amortisation at 31 March 2024 included
fully amortised development costs relating to assets that are no longer in
use.  The group has therefore restated the opening gross cost and gross
accumulated amortisation to correct the opening gross positions.  The impact
of the restatement is a reduction of £1,662k to the gross costs and gross
accumulated depreciation at 31 March 2024.  There is no impact to the net
book value or amortisation expense in the current or prior periods.

 

11.  Property, plant and equipment

                       Right-of-use asset  Leasehold improvements  Fixtures, fittings and equipment  Total
                       £'000               £'000                   £'000                             £'000
 Cost
 At 1 April 2024       6,168               532                     1,341                             8,041
 Additions             52                  -                       20                                72
 Exchange differences  (176)               (17)                    (46)                              (239)
 At 30 September 2024  6,044               515                     1,315                             7,874

 Depreciation
 At 1 April 2024       4,477               456                     1,008                             5,941
 Depreciation charge   374                 40                      112                               526
 Exchange differences  (165)               (16)                    (35)                              (216)
 At 30 September 2024  4,686               480                     1,085                             6,251

 Net book value
 At 31 March 2024      1,691               76                      333                               2,100
 At 30 September 2024  1,358               35                      230                               1,623

 

 

In the six months to 30 September 2023, the Group undertook an impairment
review and as a result impaired the right of use asset. No such impairment was
required in the six months to 30 September 2024.

 

12.  Trade and other receivables

                                              30 Sept 2024  30 Sept 2023  31 March 2024

                                              (Unaudited)   (Unaudited)   (Audited)
                                              £'000         £'000         £'000

 Trade receivables                            5,027         5,151         6,005
 Less provision for impairment                (88)          (94)          (113)
 Net trade receivables                        4,939         5,057         5,892
 Other receivables                            28            65            27
 Prepayments in respect of property deposits  213           -             226
 Prepayments                                  605           794           796
 Accrued income                               820           1,342         846
                                              6,605         7,258         7,787

 

Trade receivables have been aged with respect to the payment terms as follows:

                             30 Sept 2024  30 Sept 2023  31 March 2024

                             (Unaudited)   (Unaudited)   (Audited)
                             £'000         £'000         £'000

 Not past due                4,735         4,503         5,617
 Past due 0-30 days          135           313           313
 Past due 31-60 days         133           182           39
 Past due 61-90 days         3             74            35
 Past due more than 90 days  21            79            1
                             5,027         5,151         6,005

 

13.  Trade and other payables

                                     30 Sept 2024  30 Sept 2023  31 March 2024

                                     (Unaudited)   (Unaudited)   (Audited)
                                     £'000         £'000         £'000

 Trade payables                      712           1,294         1,172
 Other taxation and social security  1,704         2,023         1,525
 Other payables                      327           421           323
 Accruals                            3,259         3,406         3,055
 Deferred income                     1,291         2,866         2,399
                                     7,293         10,010

                                                                 8,474

 

14.  Borrowings

The Group entered into a £10 million debt facility (£6m RCF, £4m accordion)
on 30 September 2021.  This was replaced by a £4 million overdraft facility
in the period. The Overdraft facility is not in use as at 30 September 2024.

 

15.  Share capital

 

 

                                             30 Sept      30 Sept  30 Sept      30 Sept  31 March 2024  31 March 2024

                                             2024         2024     2023         2023
                                                          Cost                  Cost                    Cost
                                             Number       £'000    Number       £'000    Number         £'000

 Ordinary shares of £0.00001 At 1 April      100,198,464  1        100,167,584  1        100,167,584    1
 Issue of shares to satisfy options          140,418      -        30,880       -        30,880         -
 Ordinary shares of £0.00001 at period end   100,338,882  1        100,198,464  1        100,198,464    1

 

 

16.  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 awards granted in the six months to 30 September 2024 are either subject
to performance conditions based on revenues and EBITDA or are timebound.

 

The awards granted in the six months to 30 September 2023 are subject to
performance conditions based on revenues and EBITDA.

 

The awards granted during the year ended 31 March 2022 are subject to
performance conditions based on revenue, adjusted earnings per share and total
shareholder return.

 

On 30 September 2019 the Group launched an annual Save As You Earn Scheme and
an Employee Share Purchase Plan for all eligible employees in the UK and USA
respectively. Annual schemes have been launched since 2019.

 

 

The total share-based payments (credit)/expense was:

 

                                      6 months to 30 Sept 2024  6 months to 30 Sept 2023  Year to 31 March 2024

                                      (Unaudited)               (Unaudited)               (Audited)
                                      £'000                     £'000                     £'000

 Equity settled share-based payments  (82)                      (14)                      (7)

 

 

17.  Events after the reporting period

In October 2024 the Group decided to reduce the amount of investment in
in-house development projects and rather leverage digital partnerships.  The
decision led to a potential indicator of impairment and triggered a review of
all intangible digital assets. Each cash generating unit (CGU) was assessed
and tested for impairment.  The recoverable amount was estimated based on its
value in use.  All digital assets impacted by the digital partnerships will
be impaired in full.  All other remaining digital assets are in use, or under
development with planned launch dates. An impairment charge of £4.4m will be
recognised in the Consolidated Statement of Income.

 

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