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RNS Number : 2071C Wilmington PLC 21 February 2022
21 February 2022
Wilmington plc
Strong organic revenue and profit growth
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 half year results for the
six months ended 31 December 2021 (H1 FY22).
Financial performance
H1 FY22 H1 FY21 Change
Revenue £58.9m £55.1m 7%
Adjusted PBT(1) £9.5m £7.0m 35%
Adjusted basic EPS(2) 8.60p 6.44p 34%
Interim dividend 2.4p 2.1p 14%
Statutory PBT incl. AMT sale £24.6m £5.5m
Statutory basic EPS 26.14p 5.05p
Highlights
- Organic(3) revenue growth 12% driven by the acceleration of
digitalisation programme and return of face-to-face events to pre-pandemic
levels
o Information & Data delivered 10% organic growth; Training &
Education delivered 15% organic growth
o Excluding face-to-face events, organic revenue growth of 6%
- H1 FY22 revenue exceeded pre-Covid H1 FY20 and H1 FY19 for
retained businesses with profits materially ahead
- H1 FY22 Group adjusted profit margins improved to 16% (H1 FY21:
13%)
- Strategic sale of AMT in December 21 for £23.4m
- Robust balance sheet position with Group net cash(4) at 31 Dec
21 of £11.0m (31 Dec 20: net debt: £23.2m; 30 Jun 21: net debt: £17.2m)
- Significant progress made in establishing single technology
platforms for each division
- Increasingly strong outlook
Mark Milner, Chief Executive Officer, commented:
"We continue to deliver on our strategy and are now seeing the results of the
Group's repositioning and redirection, the acceleration of our digitalisation
programme and investment in new products over the last two years.
"This has led to double-digit organic revenue growth, significant
profitability improvement and strong cash conversion. Both divisions and our
teams are performing strongly. Revenues and profits are now ahead of the
pre-Covid periods.
"As we stated on 27 January 2022, trading in the current financial year is
ahead of our earlier expectations. If the major face-to-face events happen
in March as expected, we anticipate our profitability to improve still
further."
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
1 Adjusted profit before tax - see note 4
2 Adjusted basic earnings per share - see note 6
3 Organic - eliminating the effects of exchange rate fluctuations and the
impact of acquisitions and disposals
(4 )Net cash includes cash and cash equivalents, bank loans (excluding
capitalised loan arrangement fees) and bank overdrafts but excludes lease
liabilities
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.
Results and dividend
Our strong performance in H1 FY22 demonstrates the value of our diversified
portfolio and focus on the GRC and Regulatory Compliance markets, with growth
driven by our agile teams and the resilience that this diversity and business
model has brought over the past two years. Demand for our products remains
strong with our customers continuing to rely on us to help them operate
successfully.
Revenue of £58.9m was up 7%. Organic revenue growth was 12%, adjusted for
the closure and disposal of discontinued businesses and the minor impact of
currency movements. Excluding face-to-face events, we saw organic revenue
growth of 6%.
This growth was driven by the acceleration of our digitalisation programme,
the investment in new products over the last two years and the return to
face-to-face events.
The Information & Data division achieved 10% organic revenue growth (5%
total revenue growth) with the Training & Education division achieving
organic revenue growth of 15% (10% total revenue growth). All our businesses
grew organically in the first half.
14% of our ongoing revenues are in US dollars, 12% in Euros and 3% in
Singapore Dollars, no other currency other than Sterling is material.
H1 FY22 revenue exceeded both pre-Covid periods H1 FY20 and H1 FY19 on a
like-for-like basis with profits being materially ahead.
Adjusted profit before tax of £9.5m (H1 FY21: £7.0m) was up 35% and up 42%
organically. Costs have increased due to the anticipated increase in staff
costs and the return of some face-to-face delivery costs, mainly venue hire
and some increased travel. Despite the expected cost increases, adjusted
pre-tax profit margins improved to 16% (H1 FY21: 13%).
Operating cash conversion remained strong at 113%, with net cash of £11.0m
(30 June 2021: net debt £17.2m) following proceeds from the sale of the AMT
financial training business in December for £23.4m. Net cash including lease
liabilities was £1.0m. Remaining debt was repaid in early January 2022.
The interim dividend is being increased by 14% to 2.4p (H1 FY21: 2.1p) and
will be paid on 6 April 2022 to shareholders on the share register as at 4
March 2022, with an associated ex-dividend date of 3 March 2022.
Strategic and operational progress
Our strategy is to grow revenues and profits organically in the large, growing
and rapidly evolving GRC and Regulatory Compliance markets by investing in our
business and actively managing our portfolio of businesses.
Our investment focus is on establishing single technology platforms for each
division. This supports our digital-first approach and will enable the Group
to grow organically and by acquisition more efficiently which will ensure we
continue to maintain high margin levels.
In the Training & Education division we have established the Digital Hub
in ICA, rolled out the solution to Bond Solon and are now moving the
Accountancy training business onto the platform over the next 12 months. In
the Information & Data division, we have begun to establish a single data
platform for all our lines of business based around Snowflake(®) technology
and expect this project to roll out over the next two years.
Our first virtual classroom went live in March 2021 and is helping us continue
to achieve high levels of innovative digital delivery in training and
education products.
Further investments in sales and product management academy roll outs have
started to deliver returns in revenue growth as has an increased focus on
pricing and packaging. We have successfully increased the number of
multi-year subscription contracts in the first half as a result of this.
We remain focussed on actively managing our portfolio by assessing the
potential of each business to exhibit the six common Wilmington
characteristics that we recognise as key drivers of organic revenue growth and
profitability improvement.
In December 2021, we sold AMT Training to Train The Street, LLC for an
enterprise value of £23.4m, subject to customary working capital
adjustments. The cash received leaves us with a net cash position. As
previously announced, we continue to seek a buyer for our Spanish insurance
business, Inese.
We intend to use our cash resources and our £65m bank facility to acquire
suitable GRC businesses to add further growth and profitability to the Group.
We will continue to apply high levels of scrutiny in respect of target
identification and multiples paid. We are clear in our ambition but also clear
in the characteristics we will seek in any business we look to acquire. The
ability to drive value and growth for Wilmington shareholders will always be a
key priority.
Current trading and outlook
We continue to derive considerable benefits from our diversified portfolio as
well as the investment we have made in product development and digitalisation
over the past two years. In addition to driving organic growth, we have
continued to improve margins.
Provided we can continue to run events face-to-face, we expect an additional
boost to profitability in H2 FY22. If not, we still expect profits and
revenues to be higher than last year despite the sale of AMT.
ESG
The delivery of our strategy is supported by our ongoing commitment to
responsible business practice, which echoes our commitment to help customers
to do the right business in the right way.
A core component of our ESG strategy is to promote an open and inclusive
culture in which employee feedback guides our decisions. During the period we
responded to key issues raised by our colleagues and had a 91% participation
rate in the recently completed annual engagement survey.
We continued to enhance our well-established employee wellbeing programmes and
formalised our Diversity & Inclusion strategy with a clear roadmap for
action. We also used our latest engagement survey to capture richer data that
will help us to demonstrate progress against our diversity, wellbeing and
employee development ambitions.
In September 2021, we committed to becoming carbon neutral in FY22. We have
achieved this goal already. We have supported high quality certified carbon
reduction and storage programmes to offset almost double the scope 1, 2 and 3
emissions reported in respect of FY21.
In H1 FY22, we have completed a more detailed scope 3 emissions inventory,
which will facilitate our work in the second half to set net zero targets in
line with a 1.5-degree trajectory. We are currently implementing the strategic
element of the TCFD recommendations as an integral component of our annual
business planning process.
Divisional and Financial Review
Information & Data
H1 FY22 H1 FY21 Absolute Organic
Variance Variance
Revenue £'m £'m
Healthcare 15.9 13.9 14% 16%
Financial Services & other 10.5 10.3 1% 4%
Identity & Charities 2.4 2.4 3% 3%
Discontinued 0.3 1.2 (78%)
Total 29.1 27.8 5% 10%
Operating profit 5.6 4.4 28% 32%
Margin 19% 16%
Revenues in the Information & Data division were up 10% on an organic
basis.
This strong performance was driven by Healthcare which benefitted from the
return to face-to-face events and good growth in HSJ subscriptions.
Financial Services achieved solid organic growth, again from subscriptions.
Identity & Charities achieved growth despite restructuring initiatives
impacting the first half.
Profitability in the division materially improved, particularly in Healthcare
where revenue growth and cost reductions will combine in H2 to drive towards a
margin target in excess of 20%.
Training & Education
H1 FY22 H1 FY21 Absolute Organic
Variance Variance
Revenue £'m £'m
Global 11.4 11.2 2% 3%
UK & Ireland 11.7 9.9 17% 18%
North America 2.6 1.5 74% 81%
Discontinued 4.1 4.7 (11%)
Total 29.8 27.3 10% 15%
Operating profit 7.1 5.9 20% 27%
Margin 24% 22%
Revenues grew 15% organically, led by a strong performance in North America
where the return to face-to-face events has boosted revenues by 81%.
UK and Ireland also had a strong six months with both Accountancy and Legal
seeing double-digit growth due to increased customer demand. Accountancy
revenues are still recovering to pre-pandemic levels and so the comparative
was weak but Legal is now a much bigger business than it was pre-pandemic.
Global is now mostly ICA following the sale of AMT. UK growth offsets a
decline in Singapore following a very strong FY21.
The increase in the division's revenue was accompanied by an increase in costs
as face-to-face events brought a return of venue hire and travel costs.
However, we have maintained a much higher proportion of digital training
delivery volumes compared to the pre-pandemic period, resulting in higher
margins.
Amortisation excluding computer software, impairment charge and other income
Amortisation of intangible assets (excluding computer software) was £1.2m (H1
FY21: £1.7m), the fall driven by some historic assets becoming fully
amortised. The impairment charge of £0.6m relates to a long leasehold
building in Sutton Coldfield we have been unable to sell since vacating it two
years ago. Other income represents the net gain of £16.1m from the sale of
AMT Training and £0.8m from the sale of buildings in Basildon linked to our
office consolidation programme.
Finance costs
Net finance costs fell to £0.6m (H1 FY21: £0.8m) driven primarily by lower
net debt levels. Non-utilisation fees on the banking facility will mean
smaller finance costs will persist in the second half of the financial year.
Profit before taxation and Earnings per Share
The increase in revenue, improved profit margins and the large gain on the
sale of AMT have resulted in a profit before tax of £24.6m (H1 FY21:
£5.5m). Earnings per share measures improved for the same reasons.
Taxation
The tax charge is £1.7m (H1 FY21: £1.1m) with an overall effective tax
rate(5) of 7% compared to 20% in the prior period. The fall in effective tax
rate was due to the gain on sale of AMT not being subject to corporation tax.
The underlying tax rate(6) which ignores the tax effects of adjusting items
remained flat at 20% (H1 FY21: 20%).
Balance sheet and cashflow
Balance sheet movements are explained by the sale of AMT and trading in the
period, as well as the sale of buildings in Basildon and the impairment of a
long leasehold property in Sutton Coldfield. Cash generation improved on the
prior period due to the improved trading performance despite the return of
dividend payments.
5 The effective tax rate is calculated as the total tax charge divided by
profit before tax
6 The underlying tax rate is calculated as one minus the adjusted profit after
tax divided by the adjusted profit before tax - the tax rate excluding the tax
impact of adjusting items
Consolidated Income Statement
Notes Six months ended Six months ended Year
31 December 2021 31 December 2020 ended
(unaudited) (unaudited) 30 June 2021
£'000 £'000 (audited)
£'000
Continuing operations
Revenue 5 58,945 55,071 113,027
Operating expenses before amortisation of intangibles excluding computer (48,921) (96,378)
software, impairment and adjusting items
(47,282)
Impairment of goodwill, intangible assets and property, plant and equipment 4 (597) - (14,834)
Adjusting items 4 22 (580) (2,970)
Amortisation of intangible assets excluding computer software 4 (1,183) (1,700) (3,400)
Operating expenses (50,679) (49,562) (117,582)
Other income - net gain on office consolidation 4 758 - -
Other income - gain on disposal of business operations 4 - - 3,394
Other income - gain on disposal of subsidiary 7 16,115 770 770
Operating profit/(loss) 25,139 6,279 (391)
Net finance costs (551) (783) (1,634)
Profit/(loss) before tax 4 24,588 5,496 (2,025)
Taxation (1,687) (1,073) (2,522)
Profit/(loss) for the period attributable to owners of the parent 22,901 4,423 (4,547)
Earnings/(loss) per share:
Basic (p) 6 26.14 5.05 (5.18)
Diluted (p) 6 25.92 5.03 (5.18)
Consolidated Statement of Comprehensive Income
Six months ended Six months ended Year
31 December 2021 31 December 2020 ended
30 June
2021
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Profit/(loss) for the period 22,901 4,423 (4,547)
Other comprehensive income/(expense):
Items that may be reclassified subsequently to the Income Statement
Fair value movements on interest rate swap, net of tax 389 (113) 93
Currency translation differences 341 (1,460) (1,732)
Net investment hedges, net of tax (164) 683 762
Other comprehensive income/(expense) for the period, net of tax 566 (890) (877)
Total comprehensive income/(expense) for the period attributable to owners of 3,533 (5,424)
the parent
23,467
Items in the statement above are disclosed net of tax.
Consolidated Balance Sheet
31 December 2021 31 December 2020 30 June
2021
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Non-current assets
Goodwill 59,912 76,705 65,833
Intangible assets 12,986 17,711 14,000
Property, plant and equipment 7,909 15,826 9,277
Deferred consideration receivable 1,516 1,750 1,585
Derivative financial instruments 537 - 57
Deferred tax assets 1,233 1,244 1,364
84,093 113,236 92,116
Current assets
Trade and other receivables 25,904 23,640 28,698
Deferred consideration receivable 250 483 250
Current tax asset 238 1,072 312
Derivative financial instruments - 367 -
Cash and cash equivalents 24,160 7,905 7,374
Assets held for sale - - 1,588
50,552 33,467 38,222
Total assets 134,645 146,703 130,338
Current liabilities
Trade and other payables (51,561) (54,476) (54,959)
Lease liabilities (2,243) (2,571) (2,356)
Derivative financial instruments (125) (198) -
Borrowings - - (3,644)
Provisions (307) - (461)
(54,236) (57,245) (61,420)
Non-current liabilities
Borrowings (12,734) (30,400) (20,430)
Lease liabilities (7,750) (9,288) (8,386)
Deferred tax liabilities (1,762) (2,346) (2,054)
Provisions (1,381) - (1,381)
(23,627) (42,034) (32,251)
Total liabilities (77,863) (99,279) (93,671)
Net assets 56,782 47,424 36,667
Equity
Share capital 4,380 4,380 4,380
Share premium 45,225 45,225 45,225
Treasury and ESOT reserves (960) (453) (701)
Share based payments reserve 1,736 1,419 1,390
Translation reserve 2,410 2,341 2,069
Retained earnings/(accumulated losses) 3,991 (5,488) (15,696)
Total equity 56,782 47,424 36,667
Consolidated Statement of Changes in Equity
Share capital, share premium, treasury shares and ESOT shares Share based payments reserve Total equity
£'000 £'000 £'000
Translation reserve Retained earnings/ (accumulated losses)
£'000 £'000
At 30 June 2020 (audited) 49,015 1,195 3,801 (10,605) 43,406
Profit for the period - - - 4,423 4,423
Other comprehensive (expense)/income for the period (1,460) 570 (890)
- -
49,015 1,195 2,341 (5,612) 46,939
Performance share plan awards vesting settled via ESOT 137 (241) 104
- -
Share based payments - 465 - - 465
Tax on share based payments - - - 20 20
At 31 December 2020 (unaudited) 49,152 1,419 2,341 (5,488) 47,424
Loss for the period - - - (8,970) (8,970)
Other comprehensive income/(expense) for the period (272) 285 13
- -
49,152 1,419 2,069 (14,173) 38,467
Dividends paid - - - (1,829) (1,829)
ESOT share purchases (263) - - - (263)
Sale of treasury shares 15 - - - 15
Share based payments - (29) - - (29)
Tax on share based payments - - - 306 306
At 30 June 2021 (audited) 48,904 1,390 2,069 (15,696) 36,667
Profit for the period - - - 22,901 22,901
Other comprehensive income for the period 341 225 566
- -
48,904 1,390 2,410 7,430 60,134
Dividends paid - - - (3,399) (3,399)
Performance share plan awards vesting settled via ESOT 84 (105) 21
- -
ESOT share purchases (371) - - - (371)
Sale of treasury shares 28 - - - 28
Share based payments - 451 - - 451
Tax on share based payments - - - (61) (61)
At 31 December 2021 (unaudited) 48,645 1,736 2,410 56,782
3,991
Consolidated Cash Flow Statement
Six months ended 31 December 2021 Six months ended Year ended
31 December 2020 30 June 2021
(unaudited) (unaudited) (audited)
Notes £'000 £'000 £'000
Cash flows from operating activities
Cash generated from operations before adjusting items 9 11,374 9,203 17,290
Cash flows for adjusting items - operating activities (31) (302) (339)
Cash flows from tax on share based payments (4) (5) 9
Cash generated from operations 11,339 8,896 16,960
Interest paid (302) (763) (1,196)
Tax paid (1,805) (1,169) (2,697)
Net cash generated from operating activities 9,232 6,964 13,067
Cash flows from investing activities
Disposal of a subsidiary 21,875 400 400
Disposal of business operations - - 4,144
Deferred consideration received 125 - 250
Cash flows for adjusting items - investing activities (92) (43) (151)
Purchase of property, plant and equipment (275) (455) (1,047)
Proceeds from disposal of property, plant and equipment 3,439 7 103
Purchase of intangible assets (988) (1,422) (1,969)
Net cash generated from/(used in) investing activities 24,084 (1,513) 1,730
Cash flows from financing activities
Dividends paid to owners of the parent (3,399) - (1,829)
Payment of lease liabilities (1,095) (1,285) (2,530)
Purchase of shares by ESOT (371) - (263)
Fees paid relating to new and extended loan facility (5) (215) (191)
Increase in bank loans - 1,000 2,000
Decrease in bank loans (8,000) (18,181) (29,181)
Net cash used in financing activities (12,870) (18,681) (31,994)
Net increase/(decrease) in cash and cash equivalents, net of bank overdrafts (13,230) (17,197)
20,446
Cash and cash equivalents, net of bank overdrafts, at beginning of the period 21,426 21,426
3,730
Exchange losses on cash and cash equivalents (16) (291) (499)
Cash and cash equivalents, net of bank overdrafts at end of the period 7,905 3,730
24,160
Reconciliation of net cash/(debt)
Cash and cash equivalents at beginning of the period 7,374 21,426 21,426
Bank overdrafts at beginning of the period (3,644) - -
Bank loans at beginning of the period (20,960) (49,082) (49,082)
Lease liabilities at beginning of the period (10,742) (13,121) (13,121)
Net debt at beginning of the period (27,972) (40,777) (40,777)
Net increase/(decrease) in cash and cash equivalents (net of bank overdrafts) (13,521) (17,696)
20,430
Net repayment in bank loans 8,000 17,181 27,181
Exchange (loss)/gain on bank loans (202) 842 941
Movement in lease liabilities 749 1,262 2,379
Cash and cash equivalents at end of the period 24,160 7,905 7,374
Bank overdrafts at end of the period - - (3,644)
Bank loans at end of the period (13,162) (31,059) (20,960)
Lease liabilities at end of the period (9,993) (11,859) (10,742)
Net cash/(debt) at end of the period 1,005 (35,013) (27,972)
Notes to the Financial Results
General information
The Company is a public limited company incorporated and domiciled in the UK.
The address of the Company's registered office is 10 Whitechapel High Street,
London, E1 8QS.
The Company is listed on the Main Market on the London Stock Exchange. The
Company is a provider of data information, training and education to the
professional markets.
This condensed consolidated interim financial information ('Interim
Information') was approved for issue by the Board of Directors on 18 February
2022.
The Interim Information is neither reviewed nor audited and does not comprise
statutory accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 30 June 2021 were approved by the
Board of Directors on 17 September 2021 and subsequently filed with the
Registrar. 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.
1. Basis of preparation
This Interim Information for the six months ended 31 December 2021 has been
prepared in accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority and in accordance with IAS 34 'Interim Financial
Reporting'. The Interim Information should be read in conjunction with the
Annual Financial Statements for the year ended 30 June 2021 which have been
prepared in accordance with IFRSs applicable to companies reporting under
IFRS, adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union and international accounting standards in conformity with the
requirements of the Companies Act 2006, and are available on the Group's
website: wilmingtonplc.com.
The Group's forecast and projections, taking account of reasonably possible
changes in trading performance, show that the Group will be able to operate
well within the level of its current banking facilities, further supported by
the net cash position. The Directors have therefore adopted a going concern
basis in preparing the Interim Information.
2. Accounting policies
The accounting policies, significant judgements and key sources of estimation
adopted in the preparation of this Interim Report are consistent with those
applied by the Group in its consolidated financial statements for the year
ended 30 June 2021.
There has been no material impact on the financial statements of adopting new
standards or amendments.
Amended standards and interpretations not yet effective are not expected to
have a significant impact on the Group's consolidated financial statements.
3. Principal risks and uncertainties
The principal risks and uncertainties that affect the Group remain unchanged
from those stated on pages 31 to 37 of the strategic report in the Annual
Report and Financial Statements for the year ended 30 June 2021.
4. 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 goodwill, intangible assets and property, plant and
equipment;
· amortisation of intangible assets excluding computer software;
· adjusting items;
· other income - net gain on office consolidation;
· other income - gain on disposal of business operations;
· other income - gain on disposal of subsidiary; and
· net finance costs.
Adjusted profit before tax, adjusted EBITA and adjusted EBITDA reconcile to
profit on continuing activities before tax as follows:
Six months Six months Year ended
ended ended 30 June
31 December 31 December 2021
2021 2020 (audited)
(unaudited) (unaudited) £'000
£'000 £'000
Profit/(loss) before tax 24,588 5,496 (2,025)
Impairment of goodwill, intangible assets and property, plant and equipment 597 - 14,834
Amortisation of intangible assets excluding computer software 1,183 1,700 3,400
Adjusting items (22) 580 2,970
Other income - net gain on office consolidation (758) - -
Other income - gain on disposal of business operations - - (3,394)
Other income - gain on disposal of a subsidiary (16,115) (770) (770)
Adjusted profit before tax 9,473 7,006 15,015
Net finance costs 551 783 1,634
Adjusted operating profit ('adjusted EBITA') 10,024 7,789 16,649
Depreciation of property, plant and equipment included in operating expenses 1,217 1,700 3,399
Amortisation of intangible assets - computer software 784 1,064 2,416
Adjusted EBITA before depreciation ('adjusted EBITDA') 12,025 10,553 22,464
The net gain on office consolidation included in adjusting items is in respect
of the exercise performed to consolidate the Group's office space. Included in
this amount is the gain on disposal of two buildings and their associated
assets on 31 August 2021.
The following adjusting items have been charged to the Income Statement during
the period but are considered to be adjusting so are shown separately:
Six months ended Six months ended Year ended
31 December 31 December 30 June
2021 2020 2021
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Costs relating to the consolidation of office space - - 1,842
(Gain)/expense relating to strategic activities (22) 580 1,128
Adjusting items (22) 580 2,970
Impairment of goodwill, intangible assets and property, plant and equipment 597 - 14,834
Amortisation of intangible assets excluding computer software 1,183 1,700 3,400
Total adjusting items (classified in profit before tax) 1,758 2,280 21,204
The impairment of goodwill, intangible assets and property, plant and
equipment relates to:
Six months ended Six months ended Year ended
31 December 31 December 30 June
2021 2020 2021
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Goodwill - - 9,873
Intangible assets - - 1,516
Property, plant and equipment 597 - 3,445
597 - 14,834
The impairment in the period relates to the impairment of assets associated
with an office property, recognised as a result of an exercise performed to
consolidate the Group's office space.
5. Segmental information
In accordance with IFRS 8 the Group's operating segments are based on the
operating results reviewed by the 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 Information & Data) 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
Six months ended Six months ended Year ended
31 December 2021 (unaudited) 31 December 2020 30 June 2021
(unaudited) (audited)
Revenue Contribution Revenue Contribution Revenue Contribution
£'000 £'000 £'000 £'000 £'000 £'000
Training & Education 29,867 7,096 27,271 5,927 56,211 12,197
Information & Data 29,078 5,616 27,800 4,372 56,816 9,320
Group contribution 58,945 12,712 55,071 10,299 113,027 21,517
Unallocated central overheads - (2,152) - (1,981) - (4,302)
Share based payments - (536) - (529) - (566)
58,945 10,024 55,071 7,789 113,027 16,649
Impairment of goodwill, intangible assets and - (14,834)
property, plant and equipment (597)
Amortisation of intangible assets excluding computer software (1,183) (1,700) (3,400)
Adjusting items 22 (580) (2,970)
Other income - net gain on office consolidation 758 -
-
Other income - gain on disposal of business operations -
- 3,394
Other income - gain on disposal of a subsidiary 16,115 770 770
Net finance costs (551) (783) (1,634)
Profit/(loss) before tax 24,588 5,496 (2,025)
Taxation (1,687) (1,073) (2,522)
Profit/(loss) for the financial period 22,901 4,423 (4,547)
There are no intra-segmental revenues which are material for disclosure.
Unallocated central overheads represent head office 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:
Six months Six months ended Year
ended 31 December ended
31 December 2020 30 June
2021 2021
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
UK 30,874 30,815 61,999
North America 10,431 6,208 15,042
Europe (excluding the UK) 11,922 11,444 23,304
Rest of the world 5,718 6,604 12,682
Total revenue 58,945 55,071 113,027
6. Earnings/(loss) per share
Adjusted earnings/(loss) per share has been calculated using adjusted earnings
calculated as profit/(loss) after taxation but before:
· impairment of goodwill, intangible assets and property, plant and
equipment;
· amortisation of intangible assets excluding computer software;
· adjusting items;
· other income - net gain on office consolidation;
· other income - gain on disposal of business operations; and
· other income - gain on disposal of subsidiary.
The calculation of the basic and diluted earnings per share is based on the
following data:
Six months ended Six months ended Year ended
31 December 2021 31 December 2020 30 June
2021
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Earnings/(loss) from continuing operations for the purpose of basic earnings 22,901 4,423 (4,547)
per share
Add/(remove):
Impairment of goodwill, intangible assets and property, plant and equipment 597 - 14,834
Amortisation of intangible assets excluding computer software 1,183 1,700 3,400
Adjusting items (22) 580 2,970
Other income - net gain on office consolidation (758) - -
Other income - gain on disposal of business operations - - (3,394)
Other income - gain on disposal of subsidiary (16,115) (770) (770)
Tax effect of adjustments above (253) (293) (558)
Adjusted earnings for the purposes of adjusted earnings per share 7,533 5,640 11,935
Number Number Number
Weighted average number of ordinary shares for the purpose of basic and 87,603,917 87,603,917 87,603,917
adjusted earnings per share
Effect of dilutive potential ordinary shares:
Future exercise of share awards and options 745,931 293,090 410,301
Weighted average number of ordinary shares for the purposes of diluted 88,349,848 87,897,007 88,014,218
earnings per share
Basic earnings/(loss) per share 26.14p 5.05p (5.18p)
Diluted earnings/(loss) per share 25.92p 5.03p (5.18p)
Adjusted basic earnings per share ('adjusted earnings per share') 8.60p 6.44p 13.62p
Adjusted diluted earnings per share 8.53p 6.42p 13.56p
7. Disposal of subsidiary
On 24 December 2021 the Group disposed of its financial training business, AMT
with subsidiary companies in the UK, US and Hong Kong for a consideration of
£23.4m. A gain of £16.1m arose on disposal after taking into account £0.4m
costs of disposal. As at the disposal date, the net assets of the AMT
companies were £6.9m.
8. Related party transactions
The Company and its wholly owned subsidiary undertakings offer certain
group-wide purchasing facilities to the Company's other subsidiary
undertakings whereby the actual costs are recharged.
There were no (H1 FY21: £55,625) transactions with related parties of key
management personnel in the period.
9. Cash generated from operations
Six months ended Six months ended Year ended
31 December 2021 31 December 2020 30 June
2021
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Profit/(loss) from continuing operations before tax 24,588 5,496 (2,025)
Net gain on office consolidation (758) - -
Gain on disposal of business operations - - (3,394)
Gain on disposal of a subsidiary (16,115) (770) (770)
Adjusting items (22) 580 2,970
Depreciation of property, plant and equipment 1,217 1,700 3,399
Amortisation of intangible assets 1,967 2,764 5,816
Impairment of goodwill, intangible assets and property, plant and equipment 597 - 14,834
(Profit)/loss on non-adjusting disposal of property, plant and equipment (40) 1 2
Share based payments (including social security costs) 536 529 566
Net finance costs 551 783 1,634
Operating cash flows before movements in working capital 12,521 11,083 23,032
Decrease/(increase) in trade and other receivables 2,905 2,319 (3,619)
Decrease in trade and other payables (3,898) (4,199) (2,123)
Decrease in provisions (154) - -
Cash generated from operations before adjusting items 11,374 9,203 17,290
Cash conversion is calculated as a percentage of cash generated by operations
to adjusted EBITA as follows:
Six months ended Six months ended Year ended
31 December 2021 31 December 2020 30 June
(unaudited) (unaudited) 2021
£'000 £'000 (audited)
£'000
Funds from operations before adjusting items:
Adjusted EBITA (note 4) 10,024 7,789 16,649
Share based payments (including social security costs) 536 529 566
Amortisation of intangible assets - computer software 784 1,064 2,416
Depreciation of property, plant and equipment included in operating expenses 1,217 1,700 3,399
(Profit)/loss on disposal of property, plant and equipment (40) 1 2
Operating cash flows before movements in working capital 12,521 11,083 23,032
Net working capital movement (1,147) (1,880) (5,742)
Funds from operations before adjusting items 11,374 9,203 17,290
Cash conversion 113% 118% 104%
Free cash flows:
Operating cash flows before movement in working capital 12,521 11,083 23,032
Proceeds on disposal of property, plant and equipment 3,439 7 103
Net working capital movement (1,147) (1,880) (5,742)
Interest paid (302) (763) (1,196)
Payment of lease liabilities (1,095) (1,285) (2,530)
Tax paid (1,805) (1,169) (2,697)
Purchase of property, plant and equipment (275) (455) (1,047)
Purchase of intangible assets (988) (1,422) (1,969)
Free cash flows 10,348 4,116 7,954
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