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REG - Wilmington PLC - Financial results for the year ended 30 June 2023

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RNS Number : 4374N  Wilmington PLC  25 September 2023

25 September 2023

Wilmington plc

 

Continued delivery with 30% jump in profitability and dividend up 22%

 

Wilmington plc, (LSE: WIL, 'Wilmington' or 'the Group') the provider of data,
information, education and training services in the global Governance, Risk
and Compliance (GRC) markets, today announces its results for the year ended
30 June 2023.

Financial performance

 

                                 2023      2022      Change
 Continuing results 1  (#_edn1)
 Revenue                         £122.1m   £111.9m   9%
 Adjusted PBT 2  (#_edn2)        £24.1m    £18.6m    30%
 Adjusted PBT margin             19.7%     16.6%     19%
 Adjusted basic EPS 3  (#_edn3)  21.27p    16.72p    27.2%

 Net cash 4  (#_edn4)            £42.2m    £20.5m
 Total dividend                  10.0p     8.20p     22.0%

 

 Statutory results
 Revenue              £123.5m   £121.0m
 PBT incl. disposals  £24.0m    £36.1m
 Basic EPS            22.94p    37.46p

 

Highlights

 

(·         ) 9% revenue growth from continuing businesses. Organic
growth of 7%(1)

o  Training & Education division delivered 15% organic growth

o  Intelligence division delivered 3% organic growth

 

·      Annual recurring revenues up 7%, now 39% (2022: 37%) of Group
revenues

 

·      Adjusted profit before tax from continuing businesses up 30% to
£24.1m (2022: £18.6m) reflecting continuing efficiencies of digital-first
model

 

·      Operating profit margins continue to increase with Intelligence
division reaching 23% (2022: 19%)

 

·      Net cash at 30 June 2023 £42.2m (2022: £20.5m) reflecting
strong trading performance and cash conversion

 

·      Continued to streamline and enhance portfolio with disposal of
Inese

 

·      Investment in the development of single technology platforms in
each division

 

 

Mark Milner, Chief Executive Officer, commented:

 

"Since the strategic review we have delivered two years of quarter-on-quarter
profits growth, despite the challenging macro-economic backdrop. Last year's
results were our strongest to date with continuing revenues up by 9% and
profits up 30%. Other notable developments have been the growth in our
recurring revenues and strong cash conversion of profits, further
strengthening our balance sheet, which are a result of improvement in our
overall operational performance.

 

"We help our customers to do the right business, in the right way. As
Governments, Regulators, businesses and individuals respond to increasing
Governance, Risk and Compliance requirements, they are globally becoming
increasingly aware of the need to ensure the data they rely on for themselves
and their customers is credible, accurate and current; and the training to
ensure they are knowledgeable and meet current standards - all must be
relevant, measurable and independently assessed.

 

"We now transact with over 8,000 customers and gather data from around 250
geographies.  We have increased our geographic presence and now operate in
the UK, Ireland, USA, France, Singapore, Hong Kong, Malaysia, Indonesia,
India, and the MENA region.  Our increasing global reach provides us with
opportunities to develop and provide our services across a broader
international customer base, whilst our single technology platforms will be
instrumental in helping us scale in both existing markets and in new
territories.

 

"The current financial year has started in line with our expectations with
continued organic revenue growth and improved profits and cash."

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014. Upon the publication of this announcement this inside information is
now considered to be in the public domain.

 For further information, please contact:

 Wilmington plc                            020 7490 0049

 Mark Milner, Chief Executive Officer

 Guy Millward, Chief Financial Officer

 Meare Consulting                          07990 858548

 Adrian Duffield

 

Notes to Editors

Wilmington plc is the recognised knowledge leader and partner of choice for
data, information, education and training in the global Governance, Risk and
Compliance (GRC) markets. Wilmington employs close to 1,000 people and sells
to around 120 countries. Wilmington is listed on the main market of the London
Stock Exchange.

 

Introduction

 

In 2021, Wilmington completed its strategic review and we took the decisive
steps to refocus the Group on the Governance, Risk and Compliance markets. We
invested in our digital first activities. We restructured to operate as two
divisions in one company, committing to investment in our operational growth
levers of sales, marketing and product. We outlined the decisive steps needed
to improve our technology capabilities to accelerate our shift to single
technology platforms and tackled our legacy technology debt. We committed to
maturing our measures assessing and improving customer satisfaction and
employee engagement, designing and investing in a new people programme and
committing to meaningful ESG commitments.

 

Since 2021, Wilmington has delivered against each of these strategic aims.
This structured, measured and progressive transformation programme is
delivering results, changing the shape of our business, increasing value for
our customers, delivering growth for our shareholders and creating growth
momentum across the Group.

Results

 

For the year ending 30 June 2023, the Group saw overall organic revenue growth
of 9%, with growth across all parts of our business except our healthcare
unit. Our training and education division achieved a particularly impressive
15% growth in organic revenue, while our intelligence brands reported 3%
growth, with strong performance from our Axco, Pendragon and APM businesses
offset by the UK healthcare business' decline. We have also achieved a 7%
growth in recurring revenue 5  (#_edn5) , which now represents 39% of total
revenue. Currency movement had a minimal impact on the Group's overall
results.

 

The increased revenues and a continued focus on operational efficiency and
cost management resulted in adjusted PBT growth from continuing businesses of
30% to £24.1m (2022: £18.6m) and a corresponding improvement in adjusted PBT
margin to 19.7% (2022: 16.6%). This resulted in adjusted basic earnings per
share being up 27.0%. We also are proposing a final dividend of 7.3p (total of
10.0p). The Group strengthened its balance sheet, increasing its net cash
position (excluding lease liabilities) to £42.2m (2022: £20.5m) after a
strong year of converting profits to cash.

 

Strategy

 

We continued to focus on consolidating our already strong presence in the
large, growing and rapidly evolving GRC markets, following the 2021 strategic
review. These markets are underpinned by strong macro drivers, particularly
the increasing volume and enforcement of regulation, complex geopolitical
landscape, increased importance of ESG and widespread adoption of
technological and data-driven compliance solutions, all of which align
strongly to Wilmington's core offering.

 

At the heart of this focus on the GRC markets is our ambition to help our
customers to do the right business in the right way, by providing a
complementary range of information & data and training & education
solutions. Our operating model mirrors this core purpose. Our Intelligence
division provides specialist data and analytics that give customers the
detailed insight they need to understand the regulatory landscape, and our
Training & Education division delivers specialist training that equips
them to navigate it successfully. As planned, we completed the disposal of our
non-core Spanish insurance information business in the first half of the
financial year.

 

Investment programme

 

Our investment approach across the Group continues to be targeted at embedding
the unique characteristics that define our competitive advantage into each of
our brands. I am pleased with the progress we have made in developing single
technology platforms in each of our divisions, providing the foundation to
accelerate our growth ambitions and enabling us to provide an improved user
experience to our customers, resulting in an increased competitive advantage.
It will also give us the agility to respond to their ever-changing needs in
the rapidly evolving GRC markets, enhancing our growth potential. The
implementation of single platforms in each division will also allow us to
efficiently expand our offering by creating a scalable portfolio to enhance
our growth potential.

 

Version 1.0 of the Digital Learning Platform was successfully released at the
end of FY22.  We are taking the learnings from this version to improve both
the design and product features, with version 2.0 on track to be delivered by
June 2024. A new technology leader has joined the Group to spearhead the
version 2.0 design and delivery, and increase the speed of development.

 

We continue to invest organically in new products and strengthen our existing
product offerings, with the scope to monetise our solutions greatly enhanced
by our single platform approach. This strategy for maximising the value of our
technology and data assets, combined with our streamlined operating model,
provides the strong base to actively consider acquisition targets which
complement and/or extend our capabilities.

 

Artificial Intelligence

 

The advent of artificial intelligence (AI) has created immense potential for
efficiency and AI enhanced products within the GRC domain. The realm of AI,
wherein machines strive to replicate intricate human cognitive functions,
holds the promise of overhauling industries and reshaping entire work
processes and value streams. The disruptive prowess of AI technology is rooted
in its ability to mechanise tasks, optimise decision-making protocols and
unlock uncharted pathways across an array of sectors.

 

By orchestrating the automation of repetitive tasks and routine processes, AI
holds the potential to fine-tune operations, curtail expenditures and
strategically allocate resources to endeavours of higher value. Furthermore,
the analytical capabilities of AI can bestow invaluable insights, paving the
way for informed, data-driven decision-making and astute strategic
optimisation.

 

Within the strategic framework of Wilmington, deliberate measures are being
put into action to navigate the risks that accompany AI technology while
simultaneously harnessing its opportunities.

 

A working group has been created to take a risk and opportunity-based approach
to AI. This group has meticulously crafted a series of recommendations
encompassing risk mitigation strategies, operational efficiency enhancements
and augmentation of products. Diligent actions to mitigate risks are already
underway, encompassing fortifying our digital assets with robust protective
layers to thwart unauthorised scraping by external entities.

 

Simultaneously, revised policies governing the utilisation of AI technology
have been devised, covering both our internal staff and the interactions with
our valued customers. Given AI's remarkable capacity to generate content from
vast reservoirs of data, inadvertent infringement of copyrighted material
looms as a notable concern. The implementation of comprehensive protective
protocols and mechanisms becomes imperative in safeguarding the sanctity of
intellectual property rights.

 

Beyond these operational facets, AI stands as a catalyst for elevated product
development, providing the capability for predictive analytics, tailored
recommendations, and intelligent automation. This transformative potential
empowers us to furnish clients with products that are not only more
personalised, but also more resourceful and innovative. For example, in our
Training and Education division we will be exploring course recommendation,
automated grading and feedback and translation services, and in our
Intelligence Division the enhancement of our proprietary data, which is
protected within our secure environment.

 

Scale

 

Wilmington is helping our customers to do the right business, in the right
way. Governments, Regulators, businesses, and individuals are globally
becoming increasingly aware of the requirements and benefits of implementing
appropriate Governance, Risk and Compliance training and of ensuring data and
intelligence sources are as current and accurate as possible.

 

This global market movement provides Wilmington with an increasing opportunity
to develop and provide services across a broader international customer base.
Alongside existing core operation centres in the UK, Ireland, USA, France,
Singapore, Hong Kong, and Malaysia, we are also building an increasing
presence in Indonesia. We now have a commercial presence in India and have
invested further in the MENA region. We expect soon to expand our offering,
through partners, in China.

 

Operating efficiency is maintained by our product offering in these new
territories being built on our existing capabilities and content, with a small
degree of customisation of materials to reflect the differing characteristics
of each domestic market.

 

The investment in commercial and customer service functions was made in FY23,
enabling us to measure performance and fine-tune our offering throughout FY24.
No further significant investment in this area is expected throughout FY24.
Our development of single technology platforms will be instrumental in helping
us scale in both existing markets and in new territories.

 

A growth mindset

 

We began the process of pivoting the Group to a digital first strategy in FY20
and FY21 and this has enabled us to deliver two years of quarter-on-quarter
organic revenue and profit growth.  Our revised strategic focus,
consolidating our strong presence in the large, growing and rapidly evolving
GRC markets, provides the Group with many growth opportunities.

 

Wilmington now transacts with over 8,000 customers and gathers data from
around 250 geographies, and has new opportunities in new markets. Whilst
Wilmington cannot claim to be a global business, we are certainly well on the
way to becoming a truly international business.

 

Key to this organic and geographic progress is developing and maintaining a
strong growth mindset across all parts of our Group. We invested in new
leaders for many of our businesses and our shared services in FY22,
specifically recruiting or promoting individuals with a proven track record of
implementing and delivering growth strategies. The changes and expertise these
individuals have brought have been one of the reasons why we have reported
another strong set of results.

 

A key part of our growth mindset is to focus on the many drivers of employee
engagement, which increased year on year as measured by our annual engagement
survey. Development is actioned by activities such as regular Town Halls, the
building and support of communities, and development of Working Groups to
focus on keys areas such as diversity and inclusion, reward strategies, talent
development and others.

 

Instrumental in the development of our people culture was the recruitment of a
Chief People Officer in November 2021, who has significantly developed our
people activities across a very broad spectrum of activities including, but
not limited to, a refreshed wellbeing strategy and services, a complete review
of our reward and benefits strategy, the creation of job families across
selected disciplines, investment in our learning and development services, and
development of diversity and inclusion policies, practices and initiatives.
More details can be found in our Sustainability report.

 

Responsible business

 

We are committed to investing in the initiatives that support our own
responsible business culture. We have achieved progress against our targets in
all four areas of our sustainability strategy, and this work continues to
underpin our broader strategic objectives and risk management processes. Full
details of this work can be found in our Sustainability report.

 

We implemented the Taskforce for Climate-related Financial Disclosures (TCFD)
recommendations in full last year. We concluded that we must continue to
monitor the impacts of climate change on the Group's risk profile, but that
the potential opportunities that may arise from the transition to a low-carbon
economy are well aligned to our core offering. We have committed to net-zero
carbon targets, with an ambition of absolute zero, producing no greenhouse gas
emissions, in respect of Scope 1 and 2 emissions by 2028, and net zero in
respect of Scope 3 emissions by 2045.

 

Portfolio update

 

In December 2022, we completed the disposal of Inese, a media and event
business based in Madrid, Spain. We had flagged the business as held for sale
from February 2020, with the disposal process significantly hampered by the
Covid-19 pandemic.

 

We continue to review all parts of the Group assessing businesses against six
key characteristics: organic growth opportunities; attractive markets; digital
and data capabilities; strong leadership; strategic fit to the GRC
marketplaces; and attractive product, revenue, and profitability
characteristics.

 

We continue to seek businesses to join the Wilmington Group, with a highly
active M&A function exploring many options. To date, whilst we have
identified numerous businesses which meet our required characteristics,
valuation expectations continue to remain high and we continue with our
disciplined approach. We will continue to explore inorganic opportunities,
whilst remaining focussed on our organic growth.

 

Summary and outlook

 

Wilmington has transformed over the last four years to become a digital first
business, focussed on the attractive GRC sector, reinvigorating and innovating
our products and services to develop deeper and longer-term relationships with
clients, focussed on the Intelligence and Training & Education markets,
with a growth mindset at our core.

 

This new strategy is delivering, and key to this transformation are our people
and supporting businesses who work tirelessly to constantly develop and
improve many aspects of what we do, how we do it, and deliver increasing value
to our customers.

 

The current financial year has started in line with our expectations with
continued organic revenue growth and improved profits and cash.

 

Thank you to each and every one of my colleagues for their commitment to
Wilmington, for their passion and expertise in their chosen areas, and for the
energy they bring to our many growth projects. Our recently launched company
values of Inclusivity, Ambition, Curiosity, and Integrity resonate well with
our strategic ambitions and, with a mindful eye on the geopolitical and
economic uncertainty, we look forward to delivering our plans for FY24 and
beyond.

Divisional review

 

Training & Education

                              2023  2022  Absolute variance  Organic variance 6  (#_edn6)
                              £'m   £'m   %                  %
 Revenue
 Global 7  (#_edn7)           24.5  23.2  6%                 4%
 UK and Ireland 8  (#_edn8)   24.7  22.1  12%                12%
 North America 9  (#_edn9)    15.7  11.0  43%                31%
 Continuing revenue(6)        64.9  56.3  15%                12%
 Continuing operating profit  16.1  14.4  11%                8%
 Margin %                     25%   26%

 Statutory revenue            64.9  61.4  6%                 12%
 Statutory operating profit   16.1  16.0  0%                 8%

The revenue split shown in this table is not a geographic split of revenues,
the split shows revenues of our business groupings within Training and
Education which are described below.

 

Business model and markets

The Global business comprises two units that operate in Compliance markets.
The largest business, which was developed organically within Wilmington, is
the International Compliance Association ('ICA'). It is an industry body and
training business that was created in 2002 which offers professional
development and support to compliance officers predominantly in the financial
services sector. It has offices in the UK, Singapore, Malaysia and Dubai, and
a new presence in India. ICA primarily serves the financial services industry.
The material for ICA courses is developed by our own internal R&D team,
and external specialists. We own the associated intellectual property.

 

Revenue earned by ICA is primarily training income complemented by
subscriptions paid by the professional members for their ICA accreditations.
The courses ICA run usually extend over several weeks or even months. They
traditionally mix distance learning with face-to-face sessions. The distance
learning element has transitioned to online and digital variants, and virtual
programmes have been offered in place of face-to-face sessions. To support the
move to virtual training in ICA a new Digital Learning Platform ('hub') is
being built - it was launched at the start of 2021 and further developments
are due for release in the coming months.

 

The other Global business, CLTi, earns revenue from running professional
development programmes for wealth managers. Wilmington has an international
presence, with centres in the UK, Europe, and Asia Pacific. Our consistent
investment programme in content and technology is maintaining our competitive
positioning.

 

The UK and Ireland business predominantly provides training for accountants in
practice and in business, and individuals involved in the legal system,
including lawyers. It runs a mix of face-to-face, online, and blended learning
for these communities. It provides training at various levels including
providing continuing professional development for existing qualified
accountants and, in the case of the legal profession, helping them train their
clients for interaction with the legal system. Additionally, it provides
technical support to accountancy firms which enables them to keep abreast of
technical developments and changes to regulation, as well as supporting them
to promote the services they then offer to their clients.

 

Mercia (accountancy) and Bond Solon (legal) are predominantly UK and Ireland
based, reflecting the country specific laws and accounting standards that
govern their profession. Revenue in the unit is earned through clients
subscribing for ongoing training support and other related activities over a
period of time (usually twelve months), with the rest through one off course
attendance fees. Courses are typically single or half day events, and content
is a mix of owned and third-party intellectual property. Courses are delivered
either by in-house experts or a network of independent tutors who are paid per
course that they deliver.

 

The Law for Non-Lawyers market is strong, with good ongoing demand for
existing products as well as successful launches of new training courses.
The Accountancy market has returned to growth following a dip due to Covid-19
and demand is expected to benefit from upcoming regulation change in the UK.

 

The North America business, FRA, is predominantly events based. It serves the
US Healthcare and Health Insurance markets and, to a lesser extent, the US
financial and legal service communities. The prime brand is the RISE series of
events that addresses the Medicare and Medicaid markets and is attended by
health plans, physician groups and solution partners. The flagship event is
RISE National which normally takes place in March each year. Revenue from the
US events is generated from both sponsorship and delegate sales.

 

Trading performance

Revenues grew 15%, 12% if currency gains are excluded. All five of the
businesses within the division grew organically and recurring subscription
revenues grew 11%.

 

ICA revenues were up 6% as double-digit growth in the UK was offset by a
further drop in Singapore revenues after the exceptional growth there in FY21.
UK saw double digit growth. CLTi grew 4% and is focussed on increasing
business in new territories in FY24.

 

Bond Solon saw double-digit growth in FY23, driven by a strong increase in
demand across the year. Mercia revenues grew 11% in the year and moved above
its pre-Covid-19 revenues.

 

In the US, FRA increased revenues by 43% (31% if currency gains are excluded)
as demand from both delegates and sponsors grew strongly in the face of
continuing regulatory change.

 

Overall divisional operating profit increased by 11%, mainly due to increased
revenues. The operating profit margin was slightly down to 25% (2022: 26%)
following increased technology investment.

 

Intelligence

                                             2023  2022  Absolute variance  Organic variance
                                             £'m   £'m   %                  %
 Revenue
 Healthcare 10  (#_edn10)                    30.5  30.8  -1%                -1%
 Financial Services and Other 11  (#_edn11)  21.7  19.8  9%                 5%
 MiExact                                     5.0   5.0   1%                 1%
 Continuing revenue                          57.2  55.6  3%                 1%
 Continuing operating profit                 13.0  10.8  20%                20%
 Margin %                                    23%   19%

 Statutory revenue                           58.6  59.6  -2%                1%
 Statutory operating profit                  13.3  11.4  17%                20%

 

Business model and markets

Wilmington offers a wide range of products and services through its Healthcare
businesses predominantly around the provision of market and customer
intelligence. The core of the data supplied comes primarily from publicly
available sources. The value generated by our services is based around its
collation, verification, combination with other complementary data sources and
then its ease of presentation and usage. In some areas we provide proprietary
analysis of the data and editorial comment which constitute our own
intellectual property.

 

Wilmington's Healthcare businesses operate mainly in the UK and France and
provide deep insight information on practitioners, facilities and treatments
in the UK and French health sector markets that enable suppliers into those
markets, including pharmaceutical companies, to understand and connect better
with their customers. Revenue is mainly earned through sales of discrete
packages of data or through subscription services for the ongoing provision of
information. Additionally, in the UK we publish the Health Service Journal
('HSJ'), the leading online publication in the UK for healthcare leaders, with
revenue generated through providing subscriptions to NHS foundation trusts,
Clinical Commissioning Groups, and suppliers to the NHS.

 

The Financial Services/Other businesses operate in the Insurance, Pensions and
Compliance markets. These businesses provide a broad range of information
products and services with revenues generated primarily through subscription
but also sponsorship, lead generation and event attendance.  Inese, the
Spanish insurance business, was sold in December 2022.

 

The MiExact business consists of a portfolio of data products including
charity fundraising information, and marketing data suppression tools. They
include services that are used by organisations to help prevent identify
fraud. Revenue is predominantly subscription based.

 

Trading performance

Overall Intelligence revenues from continuing businesses grew 3%, 1% if
currency gains are excluded. All businesses except UK Healthcare grew.
Recurring subscription revenues grew 6% with strong retention rates.

 

Healthcare revenues declined 1%, with UK revenues down 4% offset by growth in
France of 8% (6% excluding currency gains). Market uncertainty led to a loss
of data revenue in the UK.

 

Financial Services revenues grew by 9%, 5% if currency gains are excluded.
Subscription revenues grew 10% and were particularly strong in Axco.
Compliance Week grew sterling revenues but dollar revenues slipped back 4%.

 

MiExact revenues grew 1% after a slow first half was followed by a strong
final quarter. Subscription revenues grew 6% and had a retention rate of 99%.

 

Intelligence divisional operating profit from continuing businesses grew by
20%, helped by continuing focus on its cost base and automation of its
processes. Operating margins improved to 23% from 19%.

 

Financial review

 

Overview

The Group performance was strong during the year, driving organic growth in
revenue and profit and reinforcing the strength of the balance sheet,
reflected by the closing net cash position.

 

Adjusting items, measures, and adjusted results

In this Financial review reference is made to adjusted results as well as the
equivalent statutory measures. The Directors make use of adjusted results,
which are not considered to be a substitute for or superior to IFRS measures,
to provide stakeholders with additional relevant information and enable an
alternative comparison of performance over time. Adjusted results exclude
amortisation of intangible assets (excluding computer software), impairments,
other income (when material or of a significant nature) and other adjusting
items.

 

                                                                   Organic

                             2023   2022   Absolute variance       variance
                             £'m    £'m    £'m         %           %
 Revenue                     123.5  121.0  2.5         2.0%        6.7%
 Adjusted profit before tax  24.3   20.7   3.6         17.6%       13.3%
 Adjusted profit margin %    19.7%  17.1%

 

Variances described as 'organic' are calculated by adjusting the revenue
change achieved year-on-year to exclude the impact of changes in foreign
currency exchange rates and also to exclude the impact of changes in the
portfolio from acquisitions and disposals.

Revenue

Group revenue increased 2.0% overall and 6.7% on an organic basis, the overall
increase reflecting £0.3m of foreign currency downside and the impact of
disposals. Full details can be found in the Review of Operations.

Operating expenses before amortisation of intangible assets (excluding
computer software) and impairments

Operating expenses before amortisation of intangible assets (excluding
computer software) and impairments were £99.4m (2022: £99.4m), flat year on
year.

 

Within operating expenses, staff costs increased £1.1m to £56.3m (2022:
£55.2m). This net increase reflects the inflationary pay rise at the
beginning of the year. The increases were partly offset by salary cost savings
generated from a reduction in headcount post disposals. Share based payment
costs increased £0.3m due to the 2023 SAYE scheme which commenced in the
year.

 

Non-staff costs decreased by £1.1m to £43.1m (2022: £44.2m), reflecting the
costs saved due to the sale of Inese and the reduction in amortisation of
computer software within intangible assets year on year.

 

Unallocated central overheads

Unallocated central overheads, representing Board costs and head office
salaries, as well as other centrally incurred costs not recharged to the
businesses, decreased £0.8m year-on-year to £3.7m (2022: £4.5m).

 

Adjusted profit before tax ('adjusted PBT')

As a result of increased revenue and a continued focus on operational
efficiency and cost management, adjusted profit before tax, which eliminates
the impact of amortisation of intangible assets (excluding computer software),
impairments, other income and other adjusting items, was up 17.6% to £24.3m
(2022: £20.7m).

 

Adjusted profit margin (adjusted PBT expressed as a percentage of revenue)
also increased to 19.7% (2022: 17.1%).

 

Amortisation excluding computer software, impairment charge and other income

Amortisation of intangible assets (excluding computer software) was £2.4m
(2022: £2.4m) representing intangible assets acquired as part of prior year
acquisitions.

 

Other income represents the net gain of £2.2m from the disposal of Inese.

 

Adjusting items within operating expenses

Adjusting items within operating expenses of £0.1m (2022: £0.1m) are those
items that are one off in nature and which do not represent the ongoing
trading performance of the business.

Operating profit ('EBITA')

Operating profit was £23.8m (2022: £37.0m). The large decrease is driven by
the £16.3m gain of the sale of AMT and La Touche (Inese sale: £2.2m for FY23
comparison) and the adjusting other income (profits on sale of property) all
in the prior year.

Net finance income

Net finance income up £1.2m to £0.2m (2022: net finance costs of £0.9m),
primarily related to the interest received on the large cash balance the Group
maintained during the full year.

 

Profit before taxation

Profit before taxation was £24.0m (2022: £36.1m); a reconciliation of this
to adjusted profit before tax can be found in note 3.

 

Taxation

The tax charge for the year was £3.8m (2022: £3.3m) reflecting an effective
tax rate of 15.9% (2022: 9.1%). The increase in the tax rate year-on-year
reflects the nature of other operating income and adjusting items,
specifically the gain on disposal of businesses in 2022 vs 2023 which were not
subject to corporation tax.

The underlying tax rate which ignores the tax effects of adjusting items has
risen slightly to 22.3% (2022: 21.0%). The increase reflects the UK
corporation tax increase from 19% to 25% in April 2023, one quarter of which
applies to FY23.

Earnings per share

Adjusted basic earnings per share increased by 15.2% to 21.49p (2022: 18.66p),
due to the increase in adjusted profit before tax, offset by a slight increase
in the underlying tax rate (see above) and an essentially unchanged number of
issued ordinary shares (see below). Basic earnings per share was 22.94p (2022:
37.46p) in the prior year, reflecting the decrease in profit after tax.

Continuing adjusted basic earnings per share, excluding the results of sold
and closed businesses, increased by 27.2% to 21.27p (2022: 16.72p), see
reconciliation below.

 

                                                        2023        2022

                                                        £'m         £'m
 Adjusted earnings (note 9)                             18.9        16.3
 Remove profit after tax of sold and closed businesses  (0.2)       (1.7)
 Continuing adjusted earnings                           18.7        14.6

                                                        Number      Number      Variance
 Weighted average number of ordinary shares (note 9)    88,027,119  87,632,022

 Continuing adjusted basic earnings per share           21.27p      16.72p      27.2%

 

Dividend

A final dividend of 7.3p per share (2022: 5.8p) will be proposed at the AGM.
This will give a full year dividend up 22% to 10.0p (2022: 8.2p) and dividend
cover of 2.1 times (2022: 2.3 times).

If approved it will be paid on 28 November 2023 to shareholders on the
register as at 28 October 2023 with an associated ex-dividend date of 27
October 2023.

Balance sheet

Non-current assets

Goodwill at 30 June 2023 was £60.6m (2022: £61.1m). A weakening US Dollar
led to a decrease in the Sterling value of the US Dollar portion of the
Group's goodwill.

Intangible assets decreased by £3.7m to £5.7m (2022: £9.4m) due to
amortisation of £4.1m, partly offset by additions of £0.6m within computer
software reflecting the Group's continued strategy to invest in the existing
businesses to fuel organic growth. Additions reflect the continued investment
in Wilmington's digital transformation. The remaining decrease reflects
exchange translation differences.

Property, plant and equipment increased by £0.1m to £7.0m (2022: £6.9m).
This is attributable to the £1.9m increase in the right of use assets due to
the new France and USA leases entered into during the year, together with
£0.5m of other additions, offset by depreciation of £2.3m.

Deferred consideration receivable

The deferred consideration receivable balance of £1.9m (2022: £1.7m) relates
to the disposal of ICP in July 2018 and the deferred consideration from the
sale of Inese (see note 10), with £1.1m recognised within non-current assets
and the remaining £0.8m recognised within current assets.

Trade and other receivables

Trade and other receivables remained relatively constant at £27.4m (2022:
£27.1m).

Current tax liability

At 30 June 2023 the Group recognised a liability relating to current tax of
£0.1m (2022: asset £1.3m). The net liability position reflects a slight net
underpayment position.

Trade and other payables

Trade and other payables increase by £5.7m to £56.0m (2022: £50.3m). Within
this, subscriptions and deferred revenue increased by £2.3m or 7.1% to
£33.7m (2022: £31.4m), the rest of the increase is due to payment timings.
This increase in subscriptions and deferred revenue was driven mostly by the
growth of subscription services in the year.

Provisions

Provisions were £1.2m (2022: £1.5m), relating wholly to future committed
costs associated with the closed portion of the head office space.

Net cash, lease liabilities and cash flow

Net cash, which includes cash and cash equivalents, cash classified as held
for sale, bank loans and bank overdrafts, and lease liabilities, was £35.0m
(2022: £13.0m). This significant net cash position is driven by a strong
trading performance delivering improved profits and effective cash management
as well as a cash inflow associated with the sale of Inese.

Lease liabilities decreased to £7.2m (2022: £7.5m). £2.1m cash payments in
relation to contractual lease obligations were made during the year reducing
the balance, offset by the new France and USA leases mentioned above and
£0.2m of notional interest on lease liabilities reported within net finance
costs.

Cash conversion remained strong at 138% (2022: 114%).

 

Share capital

In October 2022 Wilmington issued 340,052 ordinary voting shares to satisfy
the Company's obligations under its Performance Share Plan.

During the year 30,215 shares held by the Employee Share Ownership Trust
('ESOT') were used to satisfy the Company's obligations under the SAYE Plan.
At 30 June 2023, the ESOT held 352,651 shares (2022: 403,782) in the Company,
which represents 0.4% (2022: 0.5%) of the called up share capital.

60,762 shares held in treasury were used to satisfy the Company's obligations
under the SAYE Plan during the year. At 30 June 2023, 5,208 shares (2022:
65,970) were held in treasury, which represents 0.1% (2022: 0.1%) of the share
capital of the Company.

 

Consolidated income statement

for the year ended 30 June 2023

 

                                                                             Notes  Year ended     Year ended

                                                                                    30 June 2023   30 June 2022

                                                                                    £'000          £'000
   Continuing operations
   Revenue                                                                   4      123,497        121,028
   Operating expenses before amortisation of intangibles excluding computer         (99,391)       (99,407)
   software, impairment and adjusting items
   Impairment of property, plant and equipment                                      -              (597)
   Amortisation of intangible assets excluding computer software             5b     (2,381)        (2,368)
   Adjusting items                                                           5b     (147)          (66)
   Operating expenses                                                               (101,919)      (102,438)
   Other income - gain on disposal of subsidiaries                           13     2,212          16,329
   Other income - gain on disposal of property, plant and equipment                 -              1,289
   Other income - net gain on financing activities                                  -              840
   Operating profit                                                                 23,790         37,048
   Finance income                                                            6      478            113
   Finance expense                                                           6      (246)          (1,041)
   Profit before tax                                                                24,022         36,120
   Taxation                                                                  7      (3,827)        (3,295)
   Profit for the year attributable to owners of the parent                         20,195         32,825
   Earnings per share:
   Basic (p)                                                                 9      22.94          37.46
   Diluted (p)                                                               9      22.38          36.98

 

Consolidated statement of comprehensive income

for the year ended 30 June 2023

 

                                                                                 Year ended  Year ended

                                                                                 30 June     30 June

                                                                                 2023        2022

                                                                                 £'000       £'000
   Profit for the year                                                           20,195      32,825
   Other comprehensive (expense)/income:
   Items that may be reclassified subsequently to the income statement
   -Currency translation differences                                             (991)       2,353
   -Fair value movements of net investment hedges, net of tax                    -           (193)
   Other comprehensive (expense)/income for the year, net of tax                 (991)       2,160
   Total comprehensive income for the year attributable to owners of the parent  19,204      34,985

 

Items in the statement above are disclosed net of tax. The income tax relating
to each component of other comprehensive income is disclosed in note 7.

 

Balance sheets

as at 30 June 2023

 

                                              Notes  2023          2022

                                                     £'000         £'000
 Non-current assets
 Goodwill                                            60,561        61,128
 Intangible assets                                   5,734         9,427
 Property, plant and equipment                       7,015         6,876
 Deferred consideration receivable                   1,152         1,448
 Deferred tax assets                                 925           1,041
                                                     75,387        79,920
 Current assets
 Trade and other receivables                  11     27,391        27,097
 Deferred consideration receivable                   752           250
 Current tax assets                                  -             1,262
 Cash and cash equivalents                           42,173        19,785
 Assets of disposal group held for sale              -             1,450
                                                     70,316        49,844
 Total assets                                        145,703       129,764
 Current liabilities
 Trade and other payables                     12     (55,966)      (50,258)
 Lease liabilities                                   (975)         (648)
 Current tax liabilities                             (44)          -
 Provisions                                          (307)         (307)
 Liabilities of disposal group held for sale         -             (1,332)
                                                     (57,292)      (52,545)
 Non-current liabilities
 Lease liabilities                                   (6,235)       (6,862)
 Deferred tax liabilities                            (607)         (2,040)
 Provisions                                          (921)         (1,228)
                                                     (7,763)       (10,130)
 Total liabilities                                   (65,055)      (62,675)
 Net assets                                          80,648        67,089
 Equity
 Share capital                                       4,408         4,391
 Share premium                                       45,553        45,553
 Treasury and ESOT reserves                          (786)         (1,093)
 Share based payments reserve                        2,635         2,141
 Translation reserve                                 3,431         4,422
 Retained earnings                                   25,407        11,675
 Total equity                                        80,648        67,089

 

Statements of changes in equity

for the year ended 30 June 2023

 

                                                          Share capital,                    Share based  Translation  Retained earnings  Total equity

                                                          share premium,                    payments     reserve      £'000              £'000

                                                          treasury shares and ESOT shares   reserve      £'000

                                                          £'000                             £'000
 Group
 At 1 July 2021                                           48,904                            1,390        2,069        (15,696)           36,667
 Profit for the year                                      -                                 -            -            32,825             32,825
 Other comprehensive income/(expense) for the year        -                                 -            2,353        (193)              2,160
                                                          48,904                            1,390        4,422        16,936             71,652
 Transactions with owners:
 Dividends paid                                           -                                 -            -            (5,492)            (5,492)
 Performance share plan awards vesting settled via ESOT   84                                (105)        -            21                 -
 ESOT share purchases                                     (371)                             -            -            -                  (371)
 Sale of treasury shares                                  49                                -            -            -                  49
 Purchase of treasury shares                              (154)                             -            -            -                  (154)
 Issue of share capital                                   11                                -            -            -                  11
 Issue of share premium                                   328                               -            -            -                  328
 Save As You Earn options settlement                      -                                 (180)        -            152                (28)
 Share based payments                                     -                                 1,036        -            -                  1,036
 Tax on share based payments                              -                                 -            -            58                 58
 At 30 June 2022                                          48,851                            2,141        4,422        11,675             67,089
 Profit for the year                                      -                                 -            -            20,195             20,195
 Other comprehensive expense for the year                 -                                 -            (991)        -                  (991)
                                                          48,851                            2,141        3,431        31,870             86,293
 Transactions with owners:
 Dividends paid                                           -                                 -            -            (7,462)            (7,462)
 Issue of share capital                                   17                                -            -            -                  17
 Performance share plan awards vesting                    -                                 (717)        -            854                137
 Save As You Earn options settlement via ESOT             154                               (11)         -            (16)               127
 Save As You Earn options settlement via treasury shares  153                               -            -            (64)               89
 Share based payments                                     -                                 1,222        -            -                  1,222
 Tax on share based payments                              -                                 -            -            225                225
 At 30 June 2023                                          49,175                            2,635        3,431        25,407             80,648

 

Cash flow statements

for the year ended 30 June 2023

 

                                                                                Notes   Year ended       Year ended

                                                                                       30 June 2023      30 June 2022

                                                                                        £'000             £'000
   Cash flows from operating activities
   Cash generated from/(used in) operations before adjusting items              13     33,205            24,570
   Cash flows for adjusting items - operating activities                               (375)             (342)
   Cash flows from tax on share based payments                                         (2)               (4)
   Cash generated from/(used in) operations                                            32,828            24,224
   Interest received/(paid)                                                            344               (479)
   Tax paid                                                                            (3,268)           (3,397)
   Net cash generated from/(used in) operating activities                              29,904            20,348
   Cash flows from investing activities
   Disposal of subsidiaries net of cash                                         10     1,549             22,792
   Deferred consideration received                                                     250               250
   Cash flows for adjusting items - investing activities                               (6)               (43)
   Purchase of property, plant and equipment                                           (461)             (440)
   Proceeds from disposal of property, plant and equipment                             13                3,493
   Purchase of intangible assets                                                       (595)             (1,292)
   Net cash generated from investing activities                                        750               24,760
   Cash flows from financing activities
   Dividends paid to owners of the parent                                              (7,462)           (5,492)
   Cash received from sale of shares for share vesting                                 573               340
   Share issuance costs                                                                (14)              (28)
   Purchase of shares by ESOT                                                          -                 (371)
   Payment of lease liabilities                                                        (2,109)           (3,752)
   Cash flows for adjusting items - proceeds on disposal of interest rate swap         -                 1,243
   Decrease in bank loans                                                              -                 (21,198)
   Net cash used in financing activities                                               (9,012)           (29,258)
   Net increase in cash and cash equivalents, net of bank overdrafts                   21,642            15,850
   Cash and cash equivalents, net of bank overdrafts at beginning of the year          20,543            3,730
   Exchange (loss)/gain on cash and cash equivalents                                   (12)              205
   Cash classified as held for sale                                                    -                 758
   Cash and cash equivalents, net of bank overdrafts at end of the year                42,173            20,543

   Reconciliation of net cash
   Cash and cash equivalents at beginning of the year                                  19,785            7,374
   Cash classified as held for sale                                                    758               -
   Bank overdrafts at beginning of the year                                            -                 (3,644)
   Bank loans at beginning of the year                                                 -                 (20,960)
   Lease liabilities at beginning of the year                                          (7,510)           (10,742)
   Net cash/(debt) at beginning of the year                                            13,033            (27,972)
   Net increase in cash and cash equivalents, net of bank overdrafts                   21,630            16,813
   Net repayment in bank loans                                                         -                 21,198
   Exchange loss on bank loans                                                         -                 (238)
   Movement in lease liabilities                                                       300               3,232
   Cash and cash equivalents at end of the year                                        42,173            19,785
   Cash classified as held for sale at end of the year                                 -                 758
   Lease liabilities at end of the year                                                (7,210)           (7,510)
   Net cash at end of the year                                                         34,963            13,033

 

Notes to the financial statements

 

1. Nature of the Financial Statements

The following financial information does not amount to full financial
statements within the meaning of Section 434 of Companies Act 2006. The
financial information has been extracted from the Group's Annual Report and
Financial Statements for the year ended 30 June 2023 on which an unqualified
report has been made by the Company's auditors.

 

Financial statements for the year ended 30 June 2023 have been delivered to
the Registrar of Companies; the report of the auditors on those accounts was
unqualified and did not contain a statement under Section 498 of the Companies
Act 2006. The 2023 statutory accounts will be delivered in due course.

 

Copies of the Annual Report and Financial Statements will be made available to
shareholders shortly and will be available from the Company's registered
office at 10 Whitechapel High Street, London, E1 8QS.

 

2. Statement of accounting policies

The preliminary announcement for the year ended 30 June 2023 has been prepared
in accordance with UK adopted international accounting standards (UK adopted
IAS). The accounting policies applied in this preliminary announcement are
consistent with those reported in the Group's Annual Financial Statements for
the year ended 30 June 2022. There was no material effect from the adoption of
new standards or interpretations in the year ended 30 June 2023.

 

3. Measures of profit

Reconciliation to profit on continuing activities before tax

To provide shareholders with additional understanding of the trading
performance of the Group, adjusted EBITA has been calculated as profit before
tax after adding back:

•     impairment of property, plant and equipment;

•     amortisation of intangible assets excluding computer software;

•     adjusting items (included in operating expenses);

•     other income - gain on disposal of subsidiaries;

•     other income - gain on disposal of property, plant and equipment;

•     other income - net gain on financing activities; and

•     net finance income/expense.

Adjusted profit before tax, adjusted EBITA and adjusted EBITDA reconcile to
profit on continuing activities before tax as follows:

                                                                               Year ended  Year ended

                                                                                30 June     30 June

                                                                               2023        2022

                                                                               £'000       £'000
 Profit before tax                                                             24,022      36,120
 Impairment of property, plant and equipment                                   -           597
 Amortisation of intangible assets excluding computer software                 2,381       2,368
 Adjusting items (included in operating expenses)                              147         66
 Other income - gain on disposal of subsidiaries                               (2,212)     (16,329)
 Other income - gain on disposal of property, plant and equipment              -           (1,289)
 Other income - net gain on financing activities                               -           (840)
 Adjusted profit before tax                                                    24,338      20,693
 Net finance (income)/expense                                                  (232)       928
 Adjusted operating profit ('adjusted EBITA')                                  24,106      21,621
 Depreciation of property, plant and equipment included in operating expenses  2,321       2,412
 Amortisation of intangible assets - computer software                         1,690       3,721
 Adjusted EBITA before depreciation ('adjusted EBITDA')                        28,117      27,754

 

 Adjusted profit before tax                               24,338  20,693
 Remove operating profit from sold and closed businesses  (212)   (2,089)
 Continuing adjusted profit before tax                    24,126  18,604

 

 

4. Segmental information

In accordance with IFRS 8 the Group's operating segments are based on the
operating results reviewed by the Executive Board, which represents the chief
operating decision maker.

The Group's dynamic portfolio provides customers with a range of information,
data, training and education solutions. The two divisions (Training &
Education and Intelligence) are the Group's segments and generate all of the
Group's revenue. The Board considers the business from both a geographic and
product perspective. Geographically, management considers the performance of
the Group between the UK, Europe (excluding the UK), North America and the
Rest of the World.

a) Business segments

                                                                   Revenue        Profit         Revenue        Profit

                                                                   Year ended     Year ended     Year ended      Year ended

                                                                   30 June 2023   30 June 2023   30 June 2022   30 June 2022

                                                                   £'000          £'000          £'000          £'000
 Training & Education                                              64,872         16,066         61,464         15,998
 Intelligence                                                      58,625         13,258         59,564         11,359
 Group total                                                       123,497        29,324         121,028        27,357
 Unallocated central overheads                                     -              (3,703)        -              (4,506)
 Share based payments                                              -              (1,515)        -              (1,230)
                                                                   123,497        24,106         121,028        21,621
 Impairment of property, plant and equipment                                      -                             (597)
 Amortisation of intangible assets excluding computer software                    (2,381)                       (2,368)
 Adjusting items (included in operating expenses)                                 (147)                         (66)
 Other income - gain on disposal of subsidiaries                                  2,212                         16,329
 Other income - gain on disposal of property, plant and equipment                 -                             1,289
 Other income - net gain on financing activities                                  -                             840
 Net finance income/(expense)                                                     232                           (928)
 Profit before tax                                                                24,022                        36,120
 Taxation                                                                         (3,827)                       (3,295)
 Profit for the financial year                                                    20,195                        32,825

 

There are no intra-segmental revenues which are material for disclosure.
Unallocated central overheads represent central costs that are not
specifically allocated to segments. Total assets and liabilities for each
reportable segment are not presented; as such information is not provided to
the Board.

b) Segmental information by geography

The UK is the Group's country of domicile and the Group generates the majority
of its revenue from external customers in the UK. The geographical analysis of
revenue is on the basis of the country of origin in which the customer is
invoiced:

                            Year ended  Year ended

                            30 June     30 June

                            2023        2022

                            £'000       £'000
 UK                         70,573      64,320
 USA                        24,465      21,304
 Europe (excluding the UK)  19,224      25,809
 Rest of the World          9,235       9,595
 Total revenue              123,497     121,028

 

c) Timing of revenue recognition

The timing of the Group's revenue recognition is as follows:

                                                                    Year ended  Year ended

                                                                    30 June     30 June

                                                                    2023        2022

                                                                    £'000       £'000
 Revenue from products and services transferred at a point in time  39,551      39,725
 Revenue from products and services transferred over time           83,946      81,303
 Total revenue                                                      123,497     121,028

 

During the year the Group recognised £31,405,000 of revenue that was held as
a contract liability 30 June 2022 (2022: £30,124,000 related to amounts held
at 30 June 2021).

5. Profit from continuing operations

a) Profit for the year from continuing operations is stated after
charging/(crediting):

                                                                                 Year ended  Year ended

                                                                                  30 June     30 June

                                                                                 2023        2022

                                                                                 £'000       £'000
 Depreciation of property, plant and equipment - included in operating expenses  2,321       2,412
 Short term and low-value leases                                                 94          114
 Amortisation of intangible assets - computer software                           1,690       3,721
 Non-adjusting profit on disposal of property, plant and equipment               (36)        (71)
 Share based payments (including social security costs)                          1,515       1,230
 Amortisation of intangible assets excluding computer software                   2,381       2,368
 Adjusting items (included in operating expenses)                                147         66
 Adjusting item - gain on disposal of subsidiaries                               (2,212)     (16,329)
 Adjusting item - gain on sale of property, plant and equipment                  -           (1,289)
 Adjusting item - net gain on financing activities                               -           (840)
 Research and development expenditure credit                                     (200)       (183)
 Impairment of property, plant and equipment                                     -           597
 Foreign exchange loss                                                           179         446
 Fees payable to the auditor for the audit of the Company and consolidated       153         107
 financial statements
 Fees payable to the auditor and their associates for other services:
 - The audit of the Company's subsidiaries pursuant to legislation               240         205
 - Audit related other services                                                  17          15

 

b) Adjusting items

The following items have been charged to the income statement during the year
but are considered to be adjusting so are shown separately:

                                                                Year ended  Year ended

                                                                30 June     30 June

                                                                2023        2022

                                                                £'000       £'000
 Expense relating to strategic activities                       147         66
 Other adjusting items (included in operating expenses)         147         66
 Impairment of property, plant and equipment                    -           597
 Amortisation of intangible assets excluding computer software  2,381       2,368
 Total adjusting items (classified in profit before tax)        2,528       3,031

 

6. Net finance income/(expense)
                                                                             Year ended  Year ended

                                                                             30 June     30 June

                                                                             2023        2022

                                                                             £'000       £'000
 Net finance income/(expense) comprise:
 Interest receivable/(payable) on cash and cash equivalents/(bank loans and  373         (748)
 overdrafts)
 Unwinding of the discount on royalty payments receivable                    105         113
 Interest on lease liabilities                                               (246)       (293)
                                                                             232         (928)

 

7. Taxation
                                                                 Year ended  Year ended

                                                                 30 June     30 June

                                                                 2023        2022

                                                                 £'000       £'000
 Current tax
 UK corporation tax at current rates on UK profits for the year  3,263       2,817
 Adjustments in respect of previous years                        (54)        (870)
                                                                 3,209       1,947
 Foreign tax                                                     1,634       969
 Adjustments in respect of previous years                        89          -
 Total current tax                                               4,932       2,916
 Total deferred tax                                              (1,105)     379
 Taxation                                                        3,827       3,295

 

Factors affecting the tax charge for the year:

The effective tax rate is lower (2022: lower) than the average rate of
corporation tax in the UK of 20.5% (2022: 19.0%). The differences are
explained below:

                                                                             Year ended  Year ended

                                                                             30 June     30 June

                                                                             2023        2022

                                                                             £'000       £'000
 Profit before tax                                                           24,022      36,120
 Profit before tax multiplied by the average rate of corporation tax in the  4,925       6,863
 year of 20.5% (2022: 19.0%)
 Tax effects of:
 Impairment property, plant and equipment                                    -           113
 Foreign tax rate differences                                                338         201
 Adjustment in respect of previous years                                     35          (870)
 Other items not subject to tax                                              (366)       (3,012)
 Deferred tax UK intangibles and capital allowances movement                 (904)       -
 Effect on deferred tax of a change in the corporation tax rate              (83)        -
 Other deferred tax movements                                                (118)       -
 Taxation                                                                    3,827       3,295

 

Deferred tax assets and liabilities are measured at the rates that are
expected to apply in the periods of the reversal.

The Company's profits for this accounting year are taxed at an effective rate
of 15.9% (2022: 9.1%).

Included in other comprehensive income is a tax charge of £nil (2022: credit
of £45,000) relating to the net investment hedges.

The tax effect of adjusting items as disclosed in note 9 is a credit of
£1,598,000 (2022: £1,050,000).

 

8. Dividends

Amounts recognised as distributions to owners of the parent in the year:

                                                            Year ended  Year ended  Year ended  Year ended

                                                            30 June     30 June     30 June     30 June

                                                            2023        2022        2023        2022

                                                            Pence       Pence       £'000       £'000

                                                            per share   per share
 Final dividends recognised as distributions in the year    5.8         3.9         5,091       3,399
 Interim dividends recognised as distributions in the year  2.7         2.4         2,371       2,093
 Total dividends paid                                                               7,462       5,492
 Final dividend proposed                                    7.3         5.8         6,410       5,070

 

 

9. Earnings per share

Adjusted earnings per share has been calculated using adjusted earnings
calculated as profit after taxation attributable to owners of the parent but
before:

•     impairment of property, plant and equipment;

•     amortisation of intangible assets excluding computer software;

•     adjusting items (included in operating expenses);

•     other income - gain on disposal of subsidiaries;

•     other income - gain on disposal of property, plant and equipment;
and

•     other income - net gain on financing activities.

The calculation of the basic and diluted earnings per share is based on the
following data:

                                                                            Year ended  Year ended

                                                                            30 June     30 June

                                                                            2023        2022

                                                                            £'000       £'000
 Earnings from continuing operations for the purpose of basic earnings per  20,195      32,825
 share
 Add/(remove):
 Impairment of property, plant and equipment                                -           597
 Amortisation of intangible assets excluding computer software              2,381       2,368
 Adjusting items (included in operating expenses)                           147         66
 Other income - gain on disposal of subsidiaries                            (2,212)     (16,329)
 Other income - gain on disposal of property, plant and equipment           -           (1,289)
 Other income - net gain on financing activities                            -           (840)
 Tax effect of adjustments above and deferred tax                           (1,598)     (1,050)
 Adjusted earnings for the purposes of adjusted earnings per share          18,913      16,348

 

                                                                             2023        2022

                                                                             Number      Number
 Weighted average number of ordinary shares for the purposes of basic and    88,027,119  87,632,022
 adjusted earnings per share
 Effect of dilutive potential ordinary shares:
 Future exercise of share awards and options                                 2,217,174   1,126,918
 Weighted average number of ordinary shares for the purposes of diluted and  90,244,293  88,758,940
 adjusted diluted earnings per share
 Basic earnings per share                                                    22.94p      37.46p
 Diluted earnings per share                                                  22.38p      36.98p
 Adjusted basic earnings per share ('adjusted earnings per share')           21.49p      18.66p
 Adjusted diluted earnings per share                                         20.96p      18.42p

 

 

10. Disposals

On 30 December 2022 the Group disposed of its Spanish insurance business,
Wilmington Inese SL., for a consideration of £2,637,131 (€3,000,000) and
recognised a gain on disposal of £2,211,523 presented within other income.

Wilmington received cash of £2,285,714 (€2,600,000) on 2nd January 2023 and
the remaining £351,417 (€400,000) is payable on 30 December 2023.

The disposal was executed by way of the sale of 100% of the equity shares and
as at the disposal date, the net assets of Wilmington Inese SL. were as
follows:

                                              £'000
 Intangibles                                  34
 Property, plant and equipment                236
 Deferred tax asset                           121
 Trade and other receivables                  536
 Cash and cash equivalents                    737
 Trade and other payables                     (814)
 Deferred income                              (525)
 Lease liability                              (173)
 Net assets disposed                          152
 Directly attributable costs of disposal      405
 Recycling of deferred foreign exchange loss  (132)
 Gain on disposal                             2,212
 Fair value of consideration                  2,637

 Satisfied by:
 Cash and cash equivalents                    2,286
 Deferred consideration                       351
                                              2,637

 

The disposals were executed in line with the Group's strategy to simplify its
structure and to focus attention on businesses that operate in the GRC
markets. Wilmington Inese SL. was classified as continuing operations until
the date of disposal due to it not being a separate major line of business or
geographical area.

 

11. Trade and other receivables
                                    Group
                                    30 June  30 June

                                    2023     2022

                                    £'000    £'000
 Current
 Trade receivables                  22,577   22,290
 Prepayments and other receivables  3,758    3,272
 Accrued income                     1,056    1,535
 Amounts due from subsidiaries      -        -
                                    27,391   27,097

 

12. Trade and other payables
                                     Group
                                     30 June  30 June

                                      2023    2022

                                     £'000    £'000
 Trade payables                      3,039    2,734
 Social security and other taxes     3,418    2,106
 Accruals                            15,425   13,936
 Subscriptions and deferred revenue  33,659   31,405
 Other payables                      425      77
 Amounts due to subsidiaries         -        -
                                     55,966   50,258

 

 

13. Cash generated from operations

 

                                                                               Year ended      Year ended

                                                                               30 June         30 June

                                                                               2023            2022

                                                                               £'000           £'000
 Profit from continuing operations before tax                                  24,022          36,120
 Adjusting item - gain on disposal of subsidiaries                             (2,212)         (16,329)
 Adjusting item - gain on sale of property, plant and equipment                -               (1,289)
 Adjusting item - net gain on financing activities                             -               (840)
 Adjusting items                                                               147             66
 Depreciation of property, plant and equipment included in operating expenses  2,321           2,412
 Amortisation of intangible assets                                             4,071           6,089
 Impairment of property, plant and equipment                                   -               597
 Non-adjusting profit on disposal of property, plant and equipment             (36)            (71)
 Share based payments (including social security costs)                        1,515           1,230
 Net finance (income)/expense                                                  (232)           928
 Operating cash flows before movements in working capital                      29,596          28,913
 (Increase)/decrease in trade and other receivables                            (107)           1,621
 Increase/(decrease) in trade and other payables                               4,023           (5,657)
 Decrease in provisions                                                        (307)           (307)
 Cash generated from/(used in) operations before adjusting items               33,205          24,570

Cash conversion is calculated as a percentage of cash generated by operations
to adjusted EBITA as follows:

                                                                               Year ended  Year ended

                                                                               30 June     30 June

                                                                               2023        2022

                                                                               £'000       £'000
 Funds from operations before adjusting items:
 Adjusted EBITA (note 3)                                                       24,106      21,621
 Share based payments (including social security costs)                        1,515       1,230
 Amortisation of intangible assets - computer software                         1,690       3,721
 Depreciation of property, plant and equipment included in operating expenses  2,321       2,412
 Non-adjusting profit on disposal of property, plant and equipment             (36)        (71)
 Operating cash flows before movement in working capital                       29,596      28,913
 Net working capital movement                                                  3,609       (4,343)
 Funds from operations before adjusting items                                  33,205      24,570
 Cash conversion                                                               138%        114%

 

                                                          Year ended  Year ended

                                                          30 June     30 June

                                                          2023        2022

                                                          £'000       £'000
 Free cash flow:
 Operating cash flows before movement in working capital  29,596      28,913
 Proceeds on disposal of property, plant and equipment    13          3,493
 Net working capital movement                             3,609       (4,343)
 Interest received/(paid)                                 344         (479)
 Payment of lease liabilities                             (2,109)     (3,752)
 Tax paid                                                 (3,268)     (3,397)
 Purchase of property, plant and equipment                (461)       (440)
 Purchase of intangible assets                            (595)       (1,292)
 Free cash flow                                           27,129      18,703

 

14. Events after the reporting period

Due to the growing net cash position the Board decided to cancel the revolving
credit facility in August 2023.

 1  (#_ednref1) Continuing - eliminating the effects of the impact of
disposals; Organic - Continuing eliminating exchange rate fluctuations.

 2  (#_ednref2) Continuing adjusted profit before tax - see note 3.

 3  (#_ednref3) Continuing adjusted basic earnings per share -; Adjusted basic
earnings per share - see note 9.

 4  (#_ednref4) Net cash includes cash and cash equivalents, bank loans
(excluding capitalised loan arrangement fees) and bank overdrafts but excludes
lease liabilities.

 5  (#_ednref5) Recurring revenues - those contracted at least one year ahead.

 

 6  (#_ednref6) Organic - eliminating the effects of exchange rate
fluctuations and the impact of acquisitions and disposals; Continuing -
eliminating the effects of the impact  of disposals;

 7  (#_ednref7) ICA businesses and CLTi.

 

 8  (#_ednref8) Mercia and Bond Solon.

 

 9  (#_ednref9) FRA.

 

 10  (#_ednref10) UK Healthcare and APM.

 

 11  (#_ednref11) Pendragon, Axco and Compliance Week.

 

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